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HomeMy WebLinkAboutReso 1987-13267 RESOLUTION NO.13267 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA APPROVING AGREEMENT BETWEEN THE CITY OF CHULA VISTA AND CALIFORNIA STATE COASTAL CONSERVANCY FOR ENVIRONMENTAL LICENSE PLATE GRANT AND AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENT The City Council of the City of Chula Vista does hereby resolve as follows: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Chula Vista that that certain agreement between THE CITY OF CHULA VISTA, a municipal corporation, and CALIFORNIA STATE COASTAL CONSERVANCY for Environmental License Plate Grant dated the ~4th day of September , 1987~ a copy of which is attached hereto and incorporated herein, the same as though fully set forth herein be, and the same is hereby approved. BE IT FURTHER RESOLVED that the Mayor of the City of Chula Vista be, and he is hereby authorized and directed to execute said agreement for and on behalf of the City of Chula Vista. Presented by Approved as to form by Stephen Neudecker, Executive ron, City Director, Bayfront Conservancy Trust e~' 0374a ADOPTED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF uHULA VISTA, CALIFORNIA, this l~t day of October 19 87 , by the following vote, to--wit: AYES: Councilmembers Cozt Nader, 1,ialcolm, 1,icCandlj_ss NAYES: Counci 1 members ~o~e ABSTAIN: Councilmembers ~o~e ABSENT: Counci ]membe~s ~oore ~th~t~ula Vista ATE OF CALIFORNIA ) COUNTY OF SAN DIEGO ) ss. CITY OF CHULA VISTA ) I, JENNIE M. FULASZ, CMC, CITY CLERK of the City of Chula Vista, California, DO HEREBY CERTIFY thor the above and foregoing is o full, true ond correct copy of RESOLUTION N0. 13267 ,and that the some hos not been amended or repealed DATE O  City Clerk O'P/OF CHULA VIS"[A CC-660 TANDARD AGREEMENT .¥ [] ~ AllORNEY GENERAL ITD 2 IREV 2t/851 [] DEPT, OF GEN, SER. I 14th September 87 FIllS AGREEMENT. made and enlered into this date of , 19 __. [] i' ' "'tie of Califllrnia. by and between State of California, through its duly elected or appointed, [] ~ ]lml acting .' .' [] COnServancy 87-019 Executive 0ffi cer ate Coastal hereafter called the Contractor, CONTRACTC)R'S I.D. NUMIBIER City of Chula Vista VITNESSETH: That the Contractor for and in consideration of the covenants, conditions, agreements, and stipulations of the State ereiuafter expressed, does hereby agree to furnish to the State services and materials, as follows: ict forth scrl ice to Iw rendered h~ Contractor, amount to b~ paid Contractor. time for performance or completion. and attach plans and specif~caOons, ff anal J SCOPE OF AGREEMENT Pursuant to Chapter 31400 et sea. of Division 21 of the Public Resources Code, the State Coastal Conservancy (hereinafter the "Conservancy") hereby grants to the City of Chu]a Vista (heretnafter the "Grantee") a sum not to exceed one hundred fifty thousand doHars ($150,000), subject to the terms and conditions of this Agreement, The Grantee shall complete the fo]lowing tasks (hereinafter coHective]y referred to as the "Project"): I. Prepare plans and construction specifications for educationa] interpretive exhibits and supporting facilities that describe and interpret southern Ca] i torn i a wet] and resources; and 2, Construct and instaH exhibits and supporting facilities at the Chu]a Vista Nature Interpretive Center, (continued on next page) :ONTINUED ON 9 SHEETS, EACH BEARING NAME OF CONTRACTOR AND CONTRACT NUMBER. Time prox isitms on the reverse side hereof constitute a part of this agreement. iN WITNESS WHEI1EOF, this agreement has been executed by the parties hereto, upon the date first above written. i STATE OF CALIFORNIA CONTRACTOR ~ ~ ~i,tv oY ~.la Vista/) ~>< 276 Fourth Avenue, Chula Vista, CA 92010 150,000. O0 Local Assistance ELP Department of Genera/Services Use Only Chula Vista Nature Interpretive Center FxhiMts I certify that this grant ..~,~~.~..,..~~.~.....=~ ,,-.,,,, =,~. ~= ,, .~.. is exempt from Department 3760-101-140 ~}8 of General Services S Access ,,,......,.,.....,,,..,.......,.......,..._..,,.,,,,.,.,,,,,...,.......~o. .....o ~a iw tlal~h' .f'r~r f he I.'rirul all d pu rlNIse o/the exlwndfi ure staled above. ~ I I.,~,rti/,i/~,a all 'ondinon~ r e i on set Jorth in State .,tdmin~trative Man.a/~'cfion 1209 ,,,,,,,, ,,;,, ,,,, , 17,7,,, City of Chula Vista Grant No. 87-01g · Page Two SCOPE OF AGREEMENT (continued) The Grantee shall carry out the Project in accordance with this Agreement and the Work Program to be approved by the Executive Officer of the Conservancy (hereinafter the "Executive Officer") pursuant to this Agreement. Grantee shall provide any funds beyond those granted herein which are needed to complete the Project. CONDITIONS PRECEDENT TO DISBURSEMENT The Grantee shall not commence the Project unless and until the following conditions precedent have been met: (1) A Resolution has been adopted by the City Council of the Grantee authorizing the execution of and approving terms and conditions of this Agreement. (2) !he Executive Officer has approved in writing: (a) the Work Program for Task'l; (b) all sub-contractors that the Grantee intends to employ to carryout Task. 1 or any separable component of it. Additionally, the Grantee shall not commence Task 2 of the Project and the Conservancy shall not be obligated to disburse any funds under this Agreement unless and until the following conditions precedent have been met: (1) The Executive Officer has approved in writing: (a) the final design for the Project and any separable component of it; (b) the Work Program for Task 2; {c} the plans for the erection of signs and placards as described in the "SIGNS" section of this Agreement; (d) all contractors that the Grantee intends to employ to carryout Task 2 or any separable component of it and written evidence has been provided to the Conservancy that each such sub-contractor has complied with the bonding requirement described in the "BONDING" section of this Agreement. City of Chula Vista Grant No. 87-019 .-.' Page Three CONDITIONS PRECEDENT TO CONSTRUCTION AND DISBURSEMENT (continued) (2) Written evidence has been provided to the Conservancy: {a} that all permits and approvals necessary to the completion of the Project under applicable local, State and Federal laws and regulations have been obtained; (b) that Grantee has provided for liability insurance and an additional insured endorsement as described in the "LIABILITY" section of this Agreement. (c) that Grantee has provided for fire and other loss insurance as described in the 'LOSS INSURANCE" section of this Agreement. TERM OF AGREEMENT This Agreement shall be deemed executed and effective upon receipt in the offices of the Conservancy of the Agreement which has been signed on the first page in original ink by an authdrized representative of the Grantee, and which is accompanied by the Resolution described in the "~ONDITIONS pRECEDENT TO DISBURSEMENT" section of this Agreement. The term of this Agreement shall run from the effective date of this Agreement as described herein and shall continue through October 30, 2007 (the "Termination Date") unless otherwise terminated or amended as provided herein. AUTHORIZATION The signature of the Executive Officer of the Conservancy on this Agreement certifies that at its August 20, 1987 meeting, the Conservancy adopted the Resolution included in the Staff Recommendation attached hereto as Exhibit A. This Agreement is executed pursuant to that authorization. City of Chula Vista Grant No. 87-019 Page Four Standard Provisions WORK PROGRAM Prior to commencement of Task 1, Grantee shall submit to the Executive Officer for review and written approval as to its consistency with the terms and conditions of this Agreement; a detailed Work Program for Task I of the Project. Such Work Program shall include a detailed budget for Task 1, Schedule of Completion, and the name of any subcontractor the Grantee intends to use to complete any portion of Task 1. Prior to commencement of Task 2, the Grantee shall submit to the Executive Officer for review and written approval as to its consistency with the terms and conditions of this Agreement, a detailed Work Program for Task 2 of the Project including (1) construction plans and specifications which have been certified by a registered architect or engineer, or approved by the Grantee's Public Works Director; (2) a Schedule of Completion for the Project specifically listing the completion date for each separable Project component and a Final Project Completion Date; and (3) a detailed Project Budget. The Project Budget shall describe all labor and materials costs to be incurred to complete the relevant component of the Project, and shall also contain a listing of all intended.funding sources to complete the relevant component, including the Cons~rvancy's grant and all other sources of monies, materials, or labor. The Grantee also shall review and explain the plans on site with staff of the Conservancy. Where all or a portion of the construction to be funded under this Agreement will be performed by third parties under contract with the Grantee, prior to initiating any request for contractor bids, the Grantee shall submit for review and written approval of the Executive Officer the bid package including construction plans and specifications which have been certified or approved as described above. Upon approval by the Executive Officer, the Grantee shall proceed with the bidding process. The Grantee shall thereafter comply with the above paragraph regarding submission and approval of a Work Program prior to construction. The Work Program shall have the same force and effect as if included in the text of this Agreement but may be modified without amendment of this Agreement upon submission of a modified Work Program and written approval thereof by the Executive Officer. In the event of inconsistency between the language of this Agreement and of the Work Program, the language of this Agreement shall be controlling. The Grantee shall construct the Project in accordance with the approved Work Program. City of Chula Vista Grant No. 87-019 ... Page Five BONDING In the event that the Grantee intends to use any subcontractor(s) to complete the construction of any portion of the Project to be funded under this Agreement, construction shall not commence until such sub-contractor{s} has furnished a performance bond in favor of the Conservancy and the Grantee, in the following amounts: for faithful performance, one hundred percent (100%) of the contract value; and for labor and materials, one hundred percent (100%) of the contract value. This requirement shall not apply to any subcontract for less than $20,000. SIGNS In addition to the other Project components described herein, the Grantee shall erect signs visible from the nearest public roadway directing the public to the Project. In ~ddition, the Grantee shall put up placards acknowledging Conservancy assistance, unless Grantee incorporates this acknowledgement into other signage in a manner approved by the Executive Officer. Such placards shall be provided by the Conservancy to the Grantee for t~is purpose. Plans describing th~ number, design, placement, and · wording of such signs and placards sh~ll be submitted to the Conservancy for review and written approval prior to construction of the Project. Final reimbursement may be withheld by the Conservancy pending placement of the signs and placards inthe manner approved by the Conservancy. COSTS AND DISBURSEMENTS Upon determination by the Conservancy that all "CONDITIONS PRECEDENT TO OISBURSEMENT" have been fully met, the Conservancy agrees to disburse to the Grantee, in accordance with the approved Project Budget, a total amount not to exceed the amount of this grant as follows: No disbursements shall be made until the Grantee has completed Task I and ~et all conditions precedent to disbursement as set forth above. Disbursements shall be made on the basis of costs incurred to date, less ten percent (10%), upon satisfactory progress in accordance with the approved Work Program and upon submission of a "Request for Disbursement" form, which shall be submitted no more frequently than monthly but no less frequently than quarterly. Disbursement of the ten percent (10%) so withheld shall be made upon satisfactory completion of construction of the Project and compliance with the "Project Completion" section of this Agreement. The Grantee shall request disbursements by filing with the Conservancy fully executed "Request for Disbursement" forms (available from the Conservancy) which contain the name and address of the Grantee, the number of this City of Chula Vista Grant No. 87-019 Page Six COSTS AND DISBURSEMENTS (continued) Agreement, the date of the submittal, the amount of the invoice, the period during which the work was actually done, an itemized description of all work done for which disbursement is requested, and the signature of an official authorized by the Grantee to sign such invoices. Additionally, each form shall be accompanied by any supporting invoices or other source documents from sub-contractors hired by the Grantee to complete any portion of the Project funded under this Agreement, and shall be accompanied by written substantiation of completion of the portion of the Project for which disbursement is requested. Failure to fully execute and submit a Request for Disbursement form, including attachment of supporting documents, will relieve the Conservancy of its obligation to disburse funds to the Grantee unless and until all deficiencies in the form are rectified. EXPENDITURE OF FUNDS AND ALLOCATION OF FUNDING AMONG BUDGET ITEMS The G~antee shall expend funds ,in the ~nner described in the approved Project Budget. The allocation of the.Conservancy's total grant among " various items contained in such Budget' may vary by as much as ten percent (10%) without approval by the Executive Officer. Any difference in the allocation among budget items of over ten percent must be approved in writing by the Executive Officer. The Conservancy may withhold payment for changes in particular budget items which exceed the amount allocated in the Project Budget by more than ten percent and which have not received the approval required above. The total amount of this grant may not be increased except by amendment to this Agreement, and any increase in the - funding for any particular budget item shall mean a decrease in the funding for one or more other budget items unless there is a written amendment to this Agreement. PROJECT COMPLETION Within ninety {90) days of completion of construction of the Project, the Grantee shall supply the Conservancy with evidence of such completion by submitting a final report which includes: (1) an inspection report by a registered architect or engineer or the Grantee's Public Works Director certifying completion of the Project according to the approved Work Program and (2) a fully executed final "Request for Disbursement" form. City of Chula Vista Grant No. 87-01g Page Seven ~ARLY TERMINATION AND FAILURE TO PERFORM Prior to the completion of construction of the Project, either party may terminate this Agreement for any reason by providing the other party with seven (7) days notice in writing. In the event of termination by the Conservancy, prior to the completion of construction, the Grantee agrees to take all reasonable measures to prevent further costs to the Conservancy under this Agreement, and the Conservancy shall be responsible for any reasonable and non-cancellable obligation incurred by the Grantee in the performance of this Agreement until the date of the notice to terminate, but only up to the undisbursed balance of funding authorized in this Agreement. In the event that the Grante~ fails to complete the Project in accordance with this Agreement, or fails to fulfill any other obligations of this Agreement prior to the Termination Date, the Grantee shall be liable for immediate repayment to the Conservancy of all amounts disbursed by the Conservancy under this Agreement. The Conservancy may, at its sole discretion, consider extenuating circumstances and not require repayment for .- work partially completed. This paragraph shall not be deemed to limit any other remedies the Conservancy may have for breach of this Agreement. OPERATION AND MAINTENANCE The Grantee agrees to maintain the facilities and structures constructed as part of the Project and to operate these facilities and structures consistent with the purposes for which the Conservancy'S grant was made throughout the term of this Agreement. The Grantee agrees to assume all operations and maintenance costs of these facilities and structures and the Conservancy shall not be liable for any cost of such maintenance, management, or operation. The Grantee may be excused from its obligations for operation and maintenance during the term of this Agreement only upon the written approval of the Executive Officer. For purposes of this Agreement, 'operations costs" include direct costs incurred for material and labor needed for operations utilities, insurance, and expenses necessary to produce gross revenues. "Maintenance costs" include ordinary repairs and replace~nts of a recurring nature necessary to prolong the life of capital assets and basic structures, and the expenditure of funds necessary to replace or reconstruct capital assets or basic structures. City of Chula Vista Grant No. 87-019 Page Eight INSPECTION Throughout the term of this Agreement, the Conservancy shall have the right to inspect the Project area to ascertain compliance with the provisions of this Agreement. LIABILITY The Grantee shall be responsible for, indemnify and save harmless the Conservancy, its officers, agents and employe~s from any and all liabilities, claims, demands, damages or costs resulting from, growing out of, or in any way connected with or incident to this Agreement, except for active negligence of the Conservancy, its officers, agents or employees. The duty of the Grantee to indemnify and save harmless includes the duties to defend as set forth in Civil Code Section 2778. This agreement supercedes Grantee's right as a public entity to indemnity (see Gov. Code Section 895.2) and contribution (see Gov. Code Section 895.6) as set forth in Gov. Code Section 895.4. The Grantee waives any and all rights ~o any type of express or implied indemnity or right of contribution from the State, its officers, agents or employees, for any liability resulting from, growing out of, or in any way connected with or incident to this Agreement. Throughout the term of this Agreement, Grantee shall provide and maintain public liability and property damage insurance for liability assumed by the Grantee under this Agreement with minimum limits of liability as follows: A single limit for Bodily Injury and Property Damage liability combined of $1,000,000 each occurrence and $1,000,0000 in the aggregate. Such insurance shall be issued by a company or companies admitted to transact business in the State of California. The liability insurance policy shall contain an endorsement specifying that: (a) The State of California, its officers, agents and employees are included as additional insurers for any liability resulting from, growing out of, or in any way connected with or incident to this Agreement; (b) The policy will not be cancelled or reduced in coverage without thirty {30) days' prior written notice to the Conservancy; and (c) The Conservancy is not responsible for premiums and assessments on the insurance policy. City of Chula Vista Grant No. 87-012 Page Nine LIABILITY (continued) Nothing in this Agreement is intended to create in the public or any member thereof rights as a third party beneficiary hereunder. LOSS INSURANCE Throughout the term of this Agreement, Grantee shall provide and maintain insurance against fire, vandalism and other loss, damage, or destruction of the facilities or structures constructed pursuant to this Agreement. Such insurance shall be issued by a company or companies admitted to transact business in the State of California. The insurance policy shall contain an endorsement specifying that: (a) The policy will not'be cancelled or reduced in coverage without thirty (30) days' prior written notice to the Conservancy; and (b) The Conservancy is not responsible for premiums and assessments on the insurance policy. AUDITS/ACCOUNTING/RECORDS The Grantee shall maintain satisfactory financial accounts, documents, and records relating to the construction of the Project which shall be retained by the Grantee for three years following the date of final disbursement by the Conservancy under this Agreement, regardless of the Termination Date, and shall be subject to examination and audit by the Auditor General during this period. The Grantee may use any accounting systemwhich follows the guidelines of "Generally Accepted Accounting Practices" published by the American Institute of Certified Public Accountants. NONDISCRIMINATION During the performance of this Agreement, the Grantee and its subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, physical condition, marital status, age or sex. The Grantee and its subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. The Grantee and its subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, Section 7285.0 et see.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12900 ¢~ ~eq., set City of Chula Vista Grant No. 87-019 "' Page Ten NONDISCRIMINATION (continued) forth in Chapter S of Division 4 of title 2 of the California Administrative Code, are incorporated into this contract by reference and made a part hereof as if set forth in full. The Grantee and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. This nondiscrimination clause shall be included in all subcontracts entered into by the Grantee to perform work provided for under this Agreement. INDEPENDENT CAPACITY The Grantee, and the agents and employees of Grantee, in the performance of this agreement, shall act in an independent capacity and not as officers or employees or agents of the State of California. ASSIGNHENT Without the written consent of the State, this Agreement is not assignable by Grantee either in whole or in part. TIMELINESS Time is of the essence in this Agreement. ~!ENDMENT Except as expressly provided herein, no alteration or variation of the terms of this contract shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto. This Agreement is deemed to be entered into in the County of Alameda. EXHIBIT A CHULA VISTA NATURE INTERPRETIVE CENTER STATE COASTAL CONSERVANCY Project Summary August 20, 1987 CHULA VISTA NATURE INTERPRETIVE CENTER EXHIBITS File No. 87-035 Project Manager: Liza Riddle REQUESTED ACTION: Authorization to disburse an amount not to exceed $150,000 to the City of Chula Vista for the construction of interior exhibits for the Nature Interpretire Center. LOCATION: Gunpowder Point on the Chula Vista Bayfront, South San Diego Bay (Exhibit 1: Regional Setting and Vicinity Map). PROJECT CATEGORY: Public Access ESTIMATED COST: State Coastal Conservancy (Environmental License Plate Funds) $150,000 City of Chula Vista Redevelopmeat Agency 247,500 (FY86-87) · 10,000 (FY87-88) TOTAL $407,500 PROJECT SUNIMARY: The proposed authorization would be used to construct interior interpretire exhibits for the recently constructed Chula Vista Nature lnterpretive Center. The Nature Inter- pretire Center will serve as a major public environmental education center for San Diego County and southern Call- fornia, It houses exhibits, classrooms and research facilities for school children, the general public and visiting research scientists. The Coastal Conservancy has been actively involved in the design and construction of the Nature Interpretire Center, and has provided funds for the prepara- tion Of enhancement plans for wetland and upland areas in the Chula Vista Bayfront. EXhibits funded by this authorization will describe and interpret southern California wetland resources, The source Of Conservnncy funds would be the Environmental License Plate Fund. AI On July 4, 1987, the Chula Vista Nature Interpretive Center formally opened for public use. The Nature Interpretlye Center houses an auditorium, classrooms, library, gift shop, bookstore, exhibit hall, photographic darkroom, and adminis- trative offices. Outdoor facilities include an observation tower, ~ wooden viewing deck, and a unique bat-ray 'pet- ting' tank. The Center's interior exhibits emphasize sou- thern California marshes and in particular, describe the plants and animals of over 300 acres of wetlands adjacent to the Nature Interpretlye Center. Many of the exhibits are interactive and encourage a hands-on learning experience for children curious about the plants, animals and birds that live in southern California's coastal marshes. The facility is expected to provide an environmental education experience for approximately 150,000 school ohildren and 25,000 mem- bers of the general public each year. Project Description- This authorization would allow the City of Chula Vista to construct additional interior exhibits and supporting facili- ties at the Chula Vista Nature Interpretlye Center. The proposed exhibits will describe and interpret southern Cali- fornia wetland resources. The funds would bc used to construct additional exhibits such as mobiles and interactive displays, and would bc used to complete graphics and pur- chase supporting equipment such as microscopes and other scientific equipment. At a later time, the City may propose that a portion of the funds authorized in this recommenda- tion be used for the construction-of a pass-through sea water system to support aquaria and allow scientific re- search at the on-site laboratory. The sea-water system would require CEQA review and state and federal permits and would therefore be presented to the Conservancy for additional authorization to utilize these funds for that purpose at a later time. Project Financing- Environmental License Plate Fund funds in the amount of $150,000 have been appropriated to the Conservancy and designated for the construction of educational exhibits for the interior of the Nature Interpretive Center in the Con- servancy's 1987-88 budget. The City estimates the total cost of preparing interior exhibits at $417,000. To date, the City has spent approximately $247,000 constructing the existing exhibits, and has committed an additional $20,000 for additional exhibits and exhibit maintenance. Any addi- tional funds needed to complete exhibits and interior fur- nishings will be provided by donations solicited by the Bayfront Conservancy Trust. LOCAL SUPPORT: The Chula Vista Nature lnterpretive Center has been widely supported by public agencies, legislators and local citizens. Letters of support are attached as Exhibit 2. CONSISTENCY WITH CONSERVANCY'S n' !NG LEGISLATION: This project would be undertaken pursuant to Chapter 9 of the Conservancy's enabling legislation (Public Resources Code, Section 31000 et seq.). A3 I BAYFRONT CONSERVANCY TRUST 1000 Gunpowder Point Drive i. Chula Vista, California 92010 (619) 422-2473 STEPHEN K. NEUDECKEI~. PH.D. EXECUTIVE DIRECTOR RECEIVED MS. Penny Allen, Chairwomen JUL 27 1987. California Coastal Conservancy 1330 Broadway, Suite 1100 STATECOASTALCONSERVANCY Oakland, CA 94612 OAKLAND, CAUF. Dear Ms. Allen: This letter is written in support of your allocation of the $150,000 from the Environmental License Plate Fund for the Chula Vista Nature Interpretive Center, as recently approved in the State budget. Those funds are needed to complete our initial exhibits. First and foremost. the Chula Vista natur~ Interpretlye Center is an educational facility whose mandate is to inform the public of the Importance of tidal salt marshes and to garner support for their preservation and restoration. There is no admission charge for entrance to the nature Center and we are dependent upon grants and donations to cover our costs of operation. Facilities in the coastal zone, like ours, can have a significant impact towards the preservation and enhancement of the remaining saff marshes. The Bayfront Conservancy Trust is responsible for the implementation of the environmental management sections of the Local Coastal Program, which includes the restoration and enhancement of significant portions of the Swee~vater Marsh. Your allocation of these earmarked funds will be most graciously appreciated. Sincerely, Dr. Stephen Neudecker Exhibit 2 A7