Loading...
HomeMy WebLinkAboutContract 40557 (2)NON-EXCLUSIVE LICENSE AGREEMENT BETWEEN CITY SECRETARY ALLEGIANCE LEARNING SOLUTIONS CONTRACT NO, AND THE CITY OF FORT WORTH This NONCLUSIVE ICENSE AGREEMENT ("Agreement") is made and entered into this the f- day ofMAA_2010, by and between the CITY OF FORT WORTH, a home rule municipal corporation of the State of Texas (the "City") and Allegiance Learning Solutions, a for profit operating in the State of Texas within Tarrant County, Texas (the "Provider"). RECITALS WHERAS, the Provider has entered into agreement with the Fort Worth Independent School District to provide Supplemental Educational Services to the District's eligible students identified as meeting specific requirements under Title 1 of the Elementary and Secondary Education Act of 1965 (20 U.S.C. 6301 et seq); and WHEREAS, the term of the agreement between the Provider and the Fort Worth Independent School District is from September 28, 2009, terminating on August 22, 2010, and may be further extended by mutual agreement; and WHEREAS, the Fort Worth City Council and the Fort Worth Independent School District Board of Trustees have previously determined that the security and well-being of students at middle and elementary schools during after -school hours are of prime importance; and WHEREAS, the Fort Worth City Council and the Fort Worth Independent School District Board of Trustees by consensus have agreed that the activities of elementary and middle school children during these critical hours are of paramount importance to both government entities; and WHEREAS, the offering of Supplemental Educational Services during after -school hours of 6:00 PM to 8:00 PM and Saturday during the hours of 10:00 AM to 12:00 PM provides a safe activity for students; and WHEREAS, the Provider is an approved provider of Supplemental Educational Services in the State of Texas under the No Child Left Behind Act WHEREAS, the Provider has identified certain City Parks and Community Services facilities as being eligible, targeted locations that would be suitable to tutoring to youth who meet the eligibility requirements of Title 1 of the Elementary and Secondary Education Act of 1965 (20 U.S.C. 6301 et seq.); and WHEREAS, the City and the Provider wish to enter into an agreement pursuant to which the Provider will be authorized to use certain facilities, subject to specified terms and conditions, for purposes of tutoring eligible youth. NOW THEREFORE, in consideration of the mutual covenants herein expressed the City, acting by and through its duly authorized Assistant City Manager, and the Provider, acting by and through its duly authorized President, do hereby covenant and agree as follows: OFFICIAL RECORD o rj -14 _ 10 A 10 � 14 1 N CITY SECRETARY FT. WQRTFI, TX AGREEMENT 1. PURPOSE. The purpose of this Agreement is to outline terms and conditions under which the City will provide the Provider with non-exclusive use of City Community Center facilities as described in Exhibit A ("Centers") in accordance with the terms of this Agreement for purposes of implementing and operating after school programming that benefits the local community and the entire City (the "Program") and that complies with the requirements specified herein. 2. DUTIES OF THE PARTIES. A. Provider's Responsibilities • During hours when the Program is operating, Provider will provide at least three staff members at each Center whose primary responsibility will be to oversee children and deliver age -appropriate academic, educational resources and activities. • Provider will provide, at its own expense, Program materials, supplies, and copies. • Provider will ensure that each designated Center space is maintained in a neat and orderly fashion in accordance to the Cleanliness Standards attached in Exhibit B. • Provider will ensure that the City's standards are maintained regarding security, cleanliness, and communication between and among programs housed at each Center; and will ensure cooperation with other Center staff and agencies/programs. • Provider will ensure that areas used for the Program activities and services are returned to the same neat and clean condition in which they were found before the start of the activity or service. • The Provider will maintain sole responsibility and liability for its employees, volunteers, and separate contractors and for the actions such individuals perform pursuant to this Agreement. • Provider shall ensure that each participant in the Program has a current Center membership card and shall instruct any participant without a membership card to secure one before attending tutoring session. If participant has purchased a membership card prior to attending sessions, participant must maintain a current membership card at all times when attending tutoring sessions. Additionally, all instructors and volunteers must purchase a membership card prior to conducting activities. License Agreement with Allegiance Learning Solutions Page 2 of 10 • Provider and participants shall be required to pay an activity fee as established by the Center Coordinator for tutoring sessions approved and scheduled on Fridays. B. City's Responsibilities • Cite will provide space for conducting the Program, including basic utilities, and will also supply the Provider with appropriate facility access. For purposes of this Agreement, basic utilities shall not I nclude telephone or computer service, which shall remain the sole responsibility of the Provider. • City will not be responsible for any additional security other than what is currently available at the Community Centers. • City assumes no liability or responsibility for the loss of any personal property or office contents of the Provider, or its agents, employees, volunteers, participants, or licensees while at any Community Center. • CitS� will allow the Provider to conduct classes and other related h- related activities during each Center's regular hours with advanced notification and approval from the Center Coordinators. All program activities must be scheduled with Center staff through the Class Reservation System to ensure no conflict with other Center programming. • City will maintain cooperative spirit with the Provider's program and staff. • CitST will permit posting of Provider -related signs and posters within the building to publicize the Program. • The Provider and City agree to abide by all applicable federal, state, and City laws, regulations, and guidelines regarding equal opportunity, Drug -Free Workplace, and financial reporting in the coordination and fulfilhnent of their- respective duties and responsibilities. 3. CONSIDERATION. Provider agrees to implement, maintain, and operate the Program in accordance with the terms and conditions of this agreement at no cost to the City. Cite agrees to provide Provider with non-exclusive use of office space, and activity room, during the hours of 6:00 PM to 8:00 PM Fridays and 10:00 ANI to 12:00 PM on Saturdays, excluding City holidays and those days on which the facility is closed due to City furlough, without. cost. 4. TERM. The term of this agreement is for a period beginning on June 21, 2010, and ending August 22, 2010. This Agreement may be renewed by both parties on an annual basis, only if the Fort Worth Independent School District has renewed its contract with the Provider and approved by the Director of Parks and Community Services Department. License Agreement with Allegiance Learning Solutions Page 3 of 10 5. REPORTING. By the 10`' day of each month, the Provider will provide City with reporting data on the number of individuals who participated in the Program during the preceding month; monthly reporting shall be accomplished by the submission of Attachments I and II of this agreement. In addition, a representative of Provider shall meet with City staff at least once per month to discuss issues related to the Program and Provider's use of the Centers. No later than the first day May of each year, Provider shall submit an annual report to the City detailing activities of the Program at each Center during the preceding twelve-month period. 6. BACKGROUND SCREENING. To promote the safety and welfare of Program participants, Provider agrees to perform background screenings and checks on staff, volunteers, and participants that meet or exceed the requirements that the City imposes on staff, volunteers, and participants in the City's own programs. The type and frequency of such checks shall be in accordance with the terms of the then most -recently adopted Standards of Care approved by the Fort Worth City Council. Additionally, Provider shall submit Attachment III in compliance with Texas Senate Bill 9 (SB9, The Fort Worth Independent School District and the City. 7. INSURANCE A. General Liability Insurance. Provider shall maintain at all times during the term of this Agreement a commercial general liability insurance policy providing public liability (including both personal injury and death) and property damage insurance, insuring against any and all liability of the insured with respect to Provider's designated space at the Center or arising out of the maintenance, use, or occupancy of the Center for operation of the Program by Provider, with a minimum primary coverage of $1,000,000.00 per occurrence and with a general aggregate and products aggregate of $2,000,000.00 each. B. Workers Compensation Insurance. Provider must provide Workers' Compensation/Employer's Liability insurance for all of its employees and, in the event any work is subcontracted, Provider will require each subcontractor to provide Workers' Compensation insurance in accordance with the requirements of the City, including Coverage B. C. General requirements for all insurance. ■ Certificates of insurance shall be delivered to the City prior to occupation of the Center, addressed to the attention of Nancy McKenzie, Risk Management, 1000 Throckmorton Street, Fort Worth, Texas 76102. ■ The City's Risk Manager shall have the right to review and evaluate Provider's insurance coverage and to make reasonable requests for deletion, revision, or modification of particular policy terms, conditions, limitations, or exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decision, or the claims history of the industry and/or of the Provider. Provider shall comply with such requests as a condition precedent to the effectiveness of this Agreement. Provider shall be afforded ninety (90) days to implement such changes, provided, however, that no change shall be required where policy provisions are established by License Agreement with Allegiance Learning Solutions Page 4 of 10 law or regulations binding upon the Provider, its insurer, or the policy underwriter. ■ The City, its officers, employees, and servants shall be endorsed as an additional insured on each insurance policy required under this Agreement with the exception of Provider's worker's compensation insurance policy. ■ Each insurance policy shall be endorsed to provide the City a minimum thirty (30) days' notice of cancellation, non -renewal, and/or material change in policy terms or coverage. ■ Each certificate shall be signed by an agent authorized to bond coverage on behalf of the insured, be complete in its entirety, and show complete insurance carrier names as listed in the most -recent A.M. Best Property & Casualty Guide. ■ All policies shall include a Waiver of Subrogation (Rights of Recovery) in favor of the City. ■ Any deductible in excess of $5,000.00 for any policy that does not provide coverage on a first -dollar basis must be acceptable to and approved by the City's Risk Management Division ■ Provider's insurance policies shall each be endorsed to provide that such insurance is primary protection and that any self -funded or commercial coverage maintained by City shall not be called upon to contribute to loss recovery. ■ The insurers for all policies must be licensed and/or approved to do business in the State of Texas. Except for workers' compensation, 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 an insurer's rating does not meet the minimum requirement, written approval of Risk Management is required. ■ If insurance policies are not written for specified coverage limits, an Umbrella or Excess Liability insurance for any differences is required. Excess Liability shall follow form of the primary coverage. ■ Unless otherwise stated, all required insurance shall be written on an "occurrence basis." If coverage is underwritten on a "claims made" basis, the retroactive date shall be coincident with or prior to the date of this Agreement, and the certificate of insurance shall state that the coverage is "claims made" and indicate the retroactive date. ■ All insurance coverage shall be maintained for the duration of this Agreement and for three (3) pears following completion of the services or for the warranty period, whichever is longer. License Agreement with Allegiance Learning Solutions Page 5 of 10 ■ Provider shall annually provide the City's Risk Management Division with current certificates of insurance to evidence coverage in accordance with this Agreement. ■ Policies shall contain no exclusions by endorsements that nullify the required lines of coverage or that decrease the limits of coverage unless such endorsements have been approved in advance, in writing by the City's Risk Manager. ■ With the exception of worker's compensation insurance, the City may consider alternative coverage or risk treatment measures through insurance pools or risk retention groups in lieu of traditional insurance. Prior to employing such alternative coverage, Provider must obtain City's written approval ■ City shall not be responsible for the direct payment of insurance premium costs for Provider's insurance. ■ During any term of this Agreement, Provider shall report to the Risk Management Division in a timely manner any loss occurrence that could give rise to a liability claim or lawsuit or that could result in a property loss. ■ Provider's liability shall not be limited to the specified amounts of insurance required herein. ■ Any failure on part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirements specified herein 8. Indemnification and Release. Provider covenants and agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees from any and all claims or suits for property damage or loss and/or personal injury (including death) to any and all persons, of whatsoever kind or character, whether real or asserted, arising out of the work and services to be performed hereunder by Provider, its officers, agents, employees, or subcontractors, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE OFFICERS, AGENTS, OR EMPLOYEES OF THE CITY. Provider covenants and agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees from any and all claims or suits or for any expense arising out of or in connection with, directly or indirectly, the collection services performed under this Agreement WHETHER OR NOT SAID LOSS, DAMAGE, LIABILITY, OR EXPENSE IS A RESULT OF THE ALLEGED NEGLIGENCE OF THE CITY, ITS OFFICERS, AGENTS, OR EMPLOYEES. This indemnity shall include without limitation any reasonable and necessary attorney's fees for the defense of any claim hereunder including any appeal of said claims. The Indemnity provision of this Agreement shall have no application to any claim or demand that is the result of the sole negligence or fault of the City, its officers, agents, or employees. In addition, by executing this Agreement, Provider releases the City, its officers, agents, and employees from any liability for property damage or loss and/or personal injury (including death) incurred during performance of this Agreement. License Agreement with Allegiance Learning Solutions Page 6 of 10 9. SIGNAGE. Provider may not post any sign on the property or outside any building unless prior written approval has been obtained from the Director of the City's Parks and Community Services Department. No sign may be posted in violation of the City's sign ordinance. 10. TERMINATION OF AGREEMENT. At any time, either party may terminate this Agreement, in whole or in part, with or without cause, by providing written notice to the other party that specifies to what extent the Agreement is being terminated and the effective date of termination. 11. COMPLIANCE WITH LAW. Provider, its officers, agents, servants, employees, and subcontractors, shall abide by and comply with all federal, state, and local laws, including all ordinances, rules, and regulations of City. It is agreed and understood that if City calls to the attention of Provider any such violation on the part of Provider or any of its officers, agents, servants, employees, or subcontractors, then Provider shall immediately desist from and correct such violation. 12. NON-APPROPIATION OF FUNDS. In the event no funds or insufficient funds are appropriated by the Fort Worth City Council in any fiscal period for the City to meet its obligations hereunder, City will notify the Provider of such occurrence, and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received. 13. NOTICE. Any notice required or provided for under this Agreement shall be sufficient if forwarded to the other party by hand delivery or via U.S. Postal Service first class mail, postage prepaid, to the address of the other party shown below: If to City Charles W. Daniels Assistant City Manager City of Fort Worth 1000 Throckmorton St. Fort Worth, Texas 76102 (817) 392-6183 If to Provider John Oliver Chief Executive Officer Allegiance Learning Solutions 7908 Roaring Ridge Dr Plano, TX 75025 With Copy to Richard Zavala, Director Fort Worth Parks and Community Services Department 4200 South Freeway, Suite # 2200 Fort Worth, Texas 76115 (817) 392-5704 And Denis McElroy, Assistant City Attorney City Attorney's Office 1000 Throckmorton Fort Worth, Texas 76102 (817) 392-2758 14. INDEPENDENT CONTRACTOR. Provider shall operate hereunder as an independent contractor and not as an officer, agent, servant, or employee of the City. Provider shall have the exclusive control of, and the exclusive right to control, the work designated to the Provider to be License Agreement with Allegiance Learning Solutions Page 7 of 10 performed hereunder, and all persons performing the same. Provider shall be solely responsible for the acts and omissions of its officers, members, agents, servants, and employees. Neither party shall be responsible under the Doctrine of Respondeat Superior for the acts or omissions of the officers, members, agents, servants, employees, or officers of the other party. 15. NONDISCRIMINATION. Neither the City and Provider, not any of their officers, members, agents, employees, Program participants, or subcontractors, while engaged in performing this Agreement, shall in connection with the employment, advancement, or discharge of employees, or in connection with the terms, conditions or privileges of their employment, discriminate against persons because of their age, except on the basis of a bona fide occupational qualification, retirement plan, or statutory requirement. The City and Provider agree that in the execution, performance, or attempted performance of this Agreement, they will not discriminate against any person or persons because of gender, race, religion, color, sexual orientation, transgender, gender identity, gender expression, or national origin, nor will Provider permit its agents, employees, subcontractors, or Program participants to engage in such discrimination. 16. SEVERABILITY. The provisions of this Agreement are severable and if for any reason a clause, sentence, paragraph or other part of this agreement shall be determined to be invalid by a court or federal or state agency, board or commission having jurisdiction over the subject matter thereof, such invalidity shall not affect other provisions which can be given effect without the invalid provision. 17. WAIVER OF DEFAULT. No waiver by the parties hereto of any default or breach or the failure to insist upon the performance of any term, condition, provisions, or covenant of this Agreement shall be deemed to be a waiver or relinquishment to any extent of any other breach of the same or any other term, condition, provision, or covenant contained herein or the right of the parties to assert or rely upon any such term. 18. APPLICABLE LAW; VENUE. A. This Agreement shall be construed in accordance with the laws of the State of Texas. B. Should any action, whether real or asserted, at law or in equity, arise out of the execution, performance, attempted performance, or non-performance of this Agreement, venue for said 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. 19. ENTIRE AGREEMENT. This written instrument together with any attached exhibits constitutes the entire understanding between the parties hereto concerning the work and services to be performed. Any prior or contemporaneous, oral or written agreement that purports to vary from the terms hereof shall be void. 20. AMENDMENT. No amendment, modification, or alteration of the terms hereof shall be binding unless the same is in writing, dated subsequent to the date hereof, and duly executed by the parties hereto. 21. PARTIES BOUND. This Agreement shall be binding upon the successors and assigns of both parties in like manner as upon the original parties. License Agreement with Allegiance Learning Solutions Page 8 of 10 22. FORCE MAJEURE. If either party is unable, either in whole or part, to fulfill its obligations under this Agreement due to acts of God; strikes, lockouts, or other industrial disturbances; acts of public enemies; wars; blockades; insurrections; riots; epidemics; public health crises; earthquakes; fires; floods; restraints or prohibitions by any court, board, department, commission, or agency of the United States or of any state; declaration of a state of disaster or emergency by the federal, state, county, or City government in accordance with applicable law; any arrests and restraints; civil disturbances; or explosions; or some other reason beyond the party's reasonable control (collectively, "Force Majeure Event"), the obligations so affected by such Force Majeure Event will be suspended during the continuance of such event. 23. SIGNATURE AUTHORITY. Provider certifies that the person signing this Agreement has been properly delegated this authority. IN WITNESS WHEREOF, the pars hereto have executed this agreement in multiples in Fort Worth, Tarrant County, Texas this day of Z� , 2010. CITY OF FORT WORTH ALLEGIANCE LEARNING SOLUTIONS By: City Manager ATTEST: City Secretary APPROVED AS TO FORM LEGALITY Assistant City Attorney NO M&C REQUIRED �ohn Oliver; Chief Executive Officer Allegiance Learning Solutions OFFICIAL RECORD CITY SECRETARY FT. WORTH, Tx License Agreement with Allegiance Learning Solutions Page 9 of 10 STATE OF TEXAS COUNTY OF TARRANT BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Charles W. Daniels, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same as the act of the City of Fort Worth and that he executed the same as the act of the said City of Fort Worth for the purposes and consideration therein expressed and in the capacity herein stated. IVEN UNDER MY HAND AND SEAL OF OFFICE, this day of , 2010. �:: MARIA S. SANCHEZ MY COMMISSION EXPIRES December 14, 2013 STATE OF TEXAS Not�t Texas Public in and for the State of EFORE ME, the undersigned authority, a Notary Public in and for the State of on this day personally appeared John Oliver, Chief Executive Officer, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that the same was for the purposes and consideration therein expressed, as the act and deed of the Allegiance Learning Solutions, and in the capacity therein stated as its authorized officer or representative. \ GIVEN UNDER MY HAND AND SEAL OF OFFICE, this !%�� � day of V� , 2010. OENtSE MARIA GROVES My Commission Expires April 9, 2013 i, otary Public in State of License Agreement with Allegiance Learning Solutions Page 10 of 10 Allegiance Learning Solutions Firestation Community Center Sycamore Community Center SERVICE AGREEMENT Program: Supplemental Educational Services -Tutoring EXHIBIT A SCOPE OF SERVICE Provide tutoring services to eligible Title 1 low-income student's grades 6 — 12. Program is designed to help students in need of additional help in their school studies as well as positive guidance. Additionally, students are to be provided a healthy snack during each tutoring session. Classes Schedule DAY CENTER START TIME END TIME START TIME END TIME START TIME END TIME START TIME END TIME Mon Tue Wed Thu Fri Sat Firestation 10:00am 12:00am DAY CENTER START TIME END TIME START TIME END TIME START TIME END TIME START TIME END TIME Mon Tue Wed Thu Fri Sycamore 6:00pm 8:00pm Sat Sycamore 10:00am 12:00am Space made available at sole discretion of Community Center Coordinator for Friday night tutoring session. Community Center Coordinator will provide one week notice when Center is unavailable for use. Provider shall notify program participants when the Center is not available. EXHIBIT B COMMUNITY CENTER RULES I. OPERATING HOURS A. Community Centers are open Monday through Saturday. The exception for Sunday openings includes Community Center special events that must be approved by the Center's District Superintendent. The Centers will be closed two days per year (fall and spring) for staff in-service training. B. All vandalism and accidents in the Centers will be reported on the Community Center Coord,nator. C. The Centers may be needed for emergency shelters as dictated by the Emergency Management Office. II. PROGRAMS Programs and activities shall be scheduled to assure maximum participation and equal opportunity to all citizens. A. Registration procedures for Center taught classes: 1. I.D. cards are required for all participants utilizing the centers. B. The general public shall not be permitted entrance to the Centers before or after scheduled hours of operation except for emergencies or at the discretion of the staff member opening or closing the Center. C. Persons under 18 years of age must be accompanied by an adult while school is in session unless participating in a Center program, D. Drinks and food shall be permitted only in designated areas. E. Smoking is not permitted in Community Centers. Drugs, alcoholic beverages and firearms are not permitted in or around Community Centers, parking lots, or park premises around Community Centers. F. Shirts shall be worn in all areas of the Center. G. Only tennis shoes or appropriate footwear shall be permitted on gym floor for athletic or physical activities. H. Profane or abusive language is prohibited. v N m C� c CDo 0 ci (n v o o CD 5 CD N � a m 0 c FD n C co c CL c o 3 v =3 ;T (D X0 y. CL N c = (D O (D o 0 CT < 3 X �. o m c � � :3 m l< (a U m m a v v n CD CD o T o U), m 03 O cn v o �3 3� v o'- 7 COCD ` Coa) = CL 00 Q FDE S S p N (D m v m 3 w z :3. c n 3 ca o o Q- AQ v' Z 0) 3 m D m N m x m n CD v a� a m C. 3 fp m 0 a a N CITY OF FORT WORTH Attachment II 3•Y,VL�ZK�]��tl►�i[Il�l�i'�y�3�1[�7��7�J_1ilf►�i1��� COMPLIANCE SECTION Agency/Address Program Name. Date: Month &Year PROGRAM SERVICES AND ACTIVITIES: CURRENT CUMULATIVE SCOPE OF WORK NARRATIVE: PROBLEMS ENCOUNTERED / SOLUTIONS PROPOSED: ANTICIPATED ACTIVITY DURING THE NEXT MONTH: Certification: The undersigned, hereby, gives assurance that to the best of my knowledge and belief, the data included in this report is true and accurate. It is also acknowledged that the provision of false information could leave the certifying official subject to the penalties of Parks and Community Services Departmental Policy. Date: Submitted By: Phone No. Signature Required Attachment III To: City of Fort Worth Parks and Community Services Department From: John Oliver, Allegiance Learning Solutions Date: Re: Criminal Background Check 11.1 This letter certifies that that all employees of Allegiance Learning Solutions (ALS) have cleared a fingerprint and background check as specified in Texas Senate Bill 9 (S139). Allegiance Learning Solutions certifies to the City of Fort Worth Parks and Community Services Department (PACSD) that no tutor of ALS working with students has a conviction for a felony, a crime against people, an offense that poses a risk to children, a job -related crime, repeated arrests, or any other criminal activity judged by the Fort Worth ISD to be inappropriate for someone working with students. 11.2 Allegiance Learning Solutions agrees that its employees will not work with the District's students prior to the receipt of acceptable results of the employees' criminal background check conducted by the District. 11.3 Tutors who do not live in the United States and whose criminal records are not available to the FBI through their home countries, cannot be cleared to work with the PACSD Community Center students. 11.4 Allegiance Learning Solutions shall notify in writing to PACSD if there is a change of status of any of its employees which are working in the tutoring program sponsored by PACSD and the Fort Worth Independent School district; failure to disclose a chance in the status of employees with result in termination of the licensee agreement between ALS and PACSD. 11.5 Allegiance Learning Solutions agrees to be responsible for all fees which are associated with the required fingerprinting and background check described in SB9. �2b Date Allegiance Learning Solutions State of Texas County of � 1 1 i This instrument was acknowledged before me on A A MOA (Personalized Seal) N oENISE.MARM GROVES My Commlftbn Exph�t A�119.2013