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HomeMy WebLinkAboutContract 47782 1� €2 ° ' 9�RAST . y,���� z.. 1 - -� PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH(the"City"), a Texas home rule municipal corporation; acting by and through Valerie Washington, its duly authorized Assistant City Manager, and Superformance, Inc., d/b/a Motorsport Ranch (."Contractor"), a Texas Corporation, and acting by. and through Jack Farr, its duly authorized President, each individually referred to as a "party" and collectively referred to as the"parties." AGREEMENT DOCUMENTS: The Agreement documents shall include the following: 1.- This Agreement for Professional Services 2. Exhibit A—Scope of Work, Contractor's Proposal in response to RFP 16-0106;. 3. Exhibit B -Price Schedule; 4. Exhibit C-Verification of Signature Authority Form Exhibits A, B and C, which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. In the event of any conflict between the terms and conditions of Exhibits A, B or C and the terns and conditions set forth in the body of this Agreement, the terms and conditions of this Agreement shall control. 1. SCOPE OF SERVICES. Contractor hereby agrees to provide access to a motor racetrack that will allow practice for high-speed driver training and instruction for the Fort Worth Police Department. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Scope of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall begin on May 2, 2016 ("Effective Date") and shall expire on May 1, 2017 (`Expiration Date"), unless terminated earlier in accordance with this Agreement ("Initial Term"). Following the Initial Term, there shall be four (4) one-year renewals at the City's sole option (each a "Renewal Term"). The City shall provide Contractor with written notice of its intent to renew at least thirty(30) days prior to the end of each term. 3. COMPENSATION. The City shall pay Contractor in accordance with the hourly rate of Contractor personnel who perforn services under this Agreement in accordance with the provisions of this Agreement and the Price Schedule attached as Exhibit "B," which is incorporated for all purposes herein; however, total payment made under this Agreement by the City for all services shall not exceed Twenty Thousand Dollars ($20,000.00). Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. OFFICIAL RECORD Professional Services Agreement CITY SECRETARY' Superformance,Inc.,d/b/a Motorsport Ranch Page 1 of 10 FT. WORTHS TX 4. TERMINATION. 4.1. Written Notice. The City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non-appropriation of Funds. In the event no funds or insufficient fluids are appropriated by the City in any fiscal period for an),payments due hereunder, City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which fields have been appropriated. 4.3 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLIC S AND CONFIDENTIAi1 INFORMA T ION. 5.1 Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has . made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Contractor shall store and maintain City Information in a secure manner and shalll not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Contractor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from filrther unauthorized disclosure. Professional Services Agreement Superformance, Inc.d/b/a Motorsport Ranch Page 2 of 10 6. RIGHT TO AUDIT. Contractor agrees that the City shall, until the expiration of three (3) years after final payinent under this contract, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books,.documents, papers and records of the Contractor involving transactions relating to this Contract at no additional cost to the City. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during norinal working hours to all subcontractor facilities and shall be provided - adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Contractor shall operate as an independent Contractor as to all rights and privileges and work performed under this agreement, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, Contractors and subcontractor. Contractor acknowledges that the doctrine of re.spon(leat superior shall not apply as between the City, its officers, agents, servants and employees, and Contractor, its officers, agents, employees, servants, Contractors and subcontractor. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. It is further understood that the City shall in no way be considered a Co-employer or a Joint employer- of Contractor or any officers, agents, servants, employees or subcontractor- of Contractor. Neither Contractor,nor any officers, agents, servants, employees or subcontractor of Contractor shall be entitled to any employment benefits from the City. Contractor shall be responsible and liable for any. and all payment and reporting of taxes on behalf of itself, and any of its officers, agents, servants, employees or subcontractor. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY- CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INIURI; INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY A7A`D OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. Professional Services Agreement Superformance, Inc.d/b/a Motorsport Ranch Page 3 of 10 B. GENERAL INDEMNIFICATION- CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,.SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY. . AND ALL CLAIMS OR LA WSVITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, : TO ANP AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EA1,PL0IBES. C. INTELLECTUAL PROPERTI'INDEMNIFICATION— Contractor agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade mark, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this Agreement, it being understood that this agreement to defend, settle or pay shall not apply if the City modifies or misuses the software and/or documentation. So long as Contractor - bears the cost and expense of payment for claims or actions against the City pursuant to this section, Contractor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Contractor in doing so. In the event City,for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Contractor- shall frilly participate and cooperate with the City in defense of such claim or action. City agrees to give Contractor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Contractor's duty to indemnify the City under this Agreement. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Contractor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible, and functionally equivalent non-infringing software and/or documentation at no additional charge to City; or (d) if none-of the foregoing alternatives is reasonably available to Contractor,terminate this agreement, and refund all amounts paid to Contractor by the City, subsequent to which termination City may seek any and all remedies available to City under law. Professional Services Agreement Superformance,Inc.d/b/a Motorsport Ranch Page 4 of 10 9. ASSIGNMENT AND SUBCONTRACTING. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement. The Contractor and assignee shall be jointly liable for all obligations of the Contractor under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Contractor shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence (b) Worker's Compensation Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease-per each employee $500,000 Disease-policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act(Art. 8308— 1.0 et seq. Tex. Rev. Civ. Stat.)and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee 10.2 General Requirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. Professional Services Agreement Superformance, Inc.d/b/a Motorsport Ranch Page 5 of 10 (b) ,. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Font Worth. (e) A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City.Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is - below that required,written:approval of Risk Management is required: (e) Any failure on the partofthe City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to the City prior to Contractor proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS ORDINANCES RULES AND REGULATIONS: Contractor agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws; ordinances, rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances,rules or regulations, Contractor shall immediately desist from and connect the violation. 12. NON-DISCRIMINATION COVENANT. Contractor, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Contractor, its personal representatives, assigns, subContractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: Professional Services Agreement Superformance, Inc.d/b/a Motorsport Ranch Page 6 of 10 To the CITY: To CONTRACTOR: City of Fort Worth Superformance, Inc. d/b/a Motorsport Ranch Attn: Valerie R. Washington, Assistant City Manager Jack Farr, President 1000 Throcictnorton Street 9012 Performance Ct. Fort Worth TX 76102-6311 Cresson,TX 76035 Facsimile: (817)392-8654 Facsimile: (817) 512-3158' 14. SOLICITATION OF EMPLOYEES. Neither the City nor Contractor shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, airy person who is or has been employed by the other during the term of this Agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to all employee of either party who responds to a general solicitation of advertisement of employment by either party. 15. GOVERNMENTAL POWERS.- It OWERS:It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW/VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action,whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Contractor shall exercise their best efforts to meet thein respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. Professional Services Agreement Superformance, Inc.d/b/a Motorsport Ranch Page 7 of 10 20. HEADINGS NOT CONTROLLING. Headings and titles used in this Agreement are for reference purposes only, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and: revised this Agreement-and that the normal rules of construction to the.effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or Exhibits A, B, and C. 22, AMENDMENTS/MODIFICATIONS/EXTENSIONS. No amendment,modification, or extension of this Agreement shall be binding upon a party hereto unless set forth in a written instrument,which is executed by an authorized representative,of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including Exhibits A, B and C, contains the entire understanding and agreement between the City and Contractor, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24, COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. 25. WARRANTY OF SERVICES. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Contractor's option, Contractor shall either (a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty, or(b) refund the fees paid by the City to Contractor for the nonconforming services. 26. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who perforins work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform Professional Services Agreement Superformance, Inc.d/b/a Motorsport Ranch Page 8 of 10 such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 27. OWNERSHIP OF WORK PRODUCT. City shall be the sole and exclusive owner of all reports, work papers, procedures, guides, and documentation, created, published, displayed, and/or produced in conjunction with the services provided under this Agreement, collectively, "Work Product". Further, City shall be the sole and exclusive owner of all copyright, patent, trademark, trade secret and other proprietary rights in and to the Work Product. Ownership of the Work Product shall inure to the benefit of the City from the date of conception, creation or fixation of the Work Product in a tangible medium of expression (whichever occurs first). Each copyrightable aspect of the World Product shall be considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended. If and to the extent such Work Product, or any part thereof, is not considered a "work-made-for-hire" within the meaning of the Copyright Act of 1976, as amended, Contractor hereby expressly assigns to City all exclusive right, title and interest in and to the Work Product, and all copies thereof, and in and to the copyright, patent, trademark, trade secret, and all other proprietary rights therein, that the City may have or obtain, without further consideration, free from any claim,lien for balance due, or rights of retention thereto on the part of the City. 28. SIGNATURE AUTHORITY. The person signing this Agreement hereby warrants that he/she has the legal authority to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement. and any amendment hereto, may be executed by any authorized representative of Contractor whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C". Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Superformance, Inc.d/b/a Motorsport Ranch Page 9 of 10 INqNE7 WHEREOF, the parties hereto have executed this Agreement on the If ee ay of 2016. ACCEPTED AND AGREED ACCEPTED AND AGREED CITY OF FORT WORTH: SUPERFORMANCE,INC. d/b/a MOTORSPORT RANCH By: Valerie.-Washington; Assistant City Manager- By. ✓".lam � ��. . Jac rr Date: Pr"sent / APPROVAL RECOMMENDED: Date: .A By. �f ` Chief Joel F.Fitzgerald Chief of Police APPROVED AS TO FORM AND LEGALITY: B : Maleshia P4.1ner, _ Sr. Assistant City Attorney 0 R On- ATTES o, By: �� o ary K City Seca ary CONTRACT AUTHORIZATION: ' No M&C Required FORM 1295 Tracking No. : N/A Professional Services Agreement Superformance, Inc.d/b/a Motorsport Ranch OFFICIAL RECORD Page 10 of 10 CITY SECRETnUN �T- WORTNi T aK EXIHIBIT A SCOPE OF WORK SCOPE OF WORK 1.0 The track shall consist of an adequate straightaway for drivers to be able to attain 70-80 miles per hour(MPH)speeds. 2.0 The overall track length shall be a minirnuin of one (1)mile. 3.0 The track lane shall be a minimum of 40 feet wide. 4.0 Track shall be constructed entirely of asphalt, 5.0 The track shall consist of at least six (6)turns, three (3)of which must be greater than 90 degrees_ 6.0 The track shall contain multiple elevation changes. 7.0 The track lanes shall have no curbs. 8.0 The track shall be equipped with a "pit lane"in case of any vehicle breakdowns. 9.0 The facility shall include a staging area, where training outside of driving shall occur adjacent to the track. 10.0 The facility shall be located within 50 miles of the Bob Bolen Public Safety Complex (505 W. Felix Street, Fort Worth,TX 76115); 11.0 The track shall be open during regular business hours Monday through Friday from gam to 5pm. EXHIBIT B PRICE SCHEDULE I. Track rental is for the use by the Fort Worth Police Department Training Department. 11. The trach will be used for driver training, weekdays; Monday through Friday, fora 12 month (one-year) period. III. The rental fee will be $900.00 per day, for the 1.3 mile road course. EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Superformance, Inc. d/b/a Motorsport Ranch Legal Address: 9012 Performance Ct., Cresson,TX 76035 Services to be provided: Access for practice for high-speed driver training and instruction. Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals and/or, positions have the authority to legally bind the Company and to execute any agreement, amendment or change order _ on behalf of Company. Such binding,authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Forin in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Position: Signature 2. Name: Position: Signature 3. Name: Position: Signature Nan Signature f President/CEO Other Title: Date: �/ `C 2