CC 2018-02-13_12a AGTBID Advisory Board ByLaws
MEMORANDUM
TO: CITY COUNCIL
FROM: JAMES A. BERGMAN, CITY MANAGER
SUBJECT: CONSIDERATION OF ADOPTION OF A RESOLUTION TO REVISE
THE ARROYO GRANDE TOURISM BUSINESS IMPROVEMENT
DISTRICT ADVISORY BOARD BY-LAWS RELATED TO THE
COMPOSITION OF THE BOARD AND THE MEETING SCHEDULE;
AND APPOINTMENT OF NEW ADVISORY BOARD
DATE: FEBRUARY 13, 2018
SUMMARY OF ACTION:
The proposed Resolution would increase the Arroyo Grande Tourism Business
Improvement District Advisory Board (AGTBID Advisory Board) membership from the
current composition of a minimum of three (3), but not more than seven (7) members, to
instead allow up to nine (9) members. It would also revise language that currently
requires that 2/3rds of the members be owners of lodging businesses and/or appointed
representatives of owners of lodging businesses to allow in the alternative others with
knowledge of tourism and/or the lodging industry. In addition, it would replace the
quarterly meetings with monthly meetings.
Passage of the Resolution will allow the City Council to then appoint the three (3)
current AGTBID Advisory Board members and the six (6) Tourism Marketing Committee
members to constitute the new AGTBID Advisory Board.
IMPACT ON FINANCIAL AND PERSONNEL RESOURCES:
Converting from quarterly to monthly meetings will have a minimal impact on personnel
resources.
RECOMMENDATION:
It is recommended the City Council:
1. Adopt a Resolution revising the AGTBID Advisory Board By-Laws by
expanding its allowable membership to up to nine (9) members and substitute
the regular quarterly meetings for monthly meetings.
2. Appoint the three (3) current AGTBID Advisory Board members and the six (6)
Tourism Marketing Committee members to constitute the new AGTBID
Advisory Board.
‘
Item 12.a. - Page 1
CITY COUNCIL
CONSIDERATION OF ADOPTION OF A RESOLUTION TO REVISE THE ARROYO GRANDE
TOURISM BUSINESS IMPROVEMENT DISTRICT ADVISORY BOARD BY-LAWS RELATED
TO THE COMPOSITION OF THE BOARD AND THE MEETING SCHEDULE; AND
APPOINTMENT OF NEW ADVISORY BOARD
FEBRUARY 13, 2018
PAGE 2
BACKGROUND:
As part of the requirements for creation of the Arroyo Grande Tourism Business
Improvement District (AGTBID), Streets and Highways Code Section 36530 required the
appointment of an advisory board. Accordingly, Section 3.36.100 was included in the
Arroyo Grande Municipal Code provisions relating to the AGTBID, and provides for the
appointment of an advisory board for the AGTBID. Consistent with this requirement, the
City Council has previously adopted Resolution 4516 to establish the Tourism Business
Improvement District Advisory Board (AGTBID Advisory Board). The AGTBID Advisory
Board makes recommendations to the City Council on the expenditure of revenues
derived from the levy of assessments and on the method and basis of levying the
assessments related to the AGTBID.
Resolution 4516 and the Bylaws for the AGTBID Advisory Board, as adopted by
Resolution 4535, currently provide that the AGTBID Advisory Board is to consist of a
minimum of three (3) but not more than seven (7) members, 2/3rds of which shall be
owners of lodging businesses and/or appointed representatives of the owners of lodging
businesses from within the AGTBID.
ANALYSIS OF ISSUES:
Currently, the AGTBID Advisory Board consists of three (3) members: Dave Kastner
(Clark Center), Troi Hoffman (Best Western Casa Grande Inn), and Chuck Fellows
(AirBnB). In addition, there is also a six member Tourism Marketing Committee
consisting of the following members: Ken Dalebout, Vivian Krug, Bob Lund, Mike
Panchal, Michael Joseph Scott and Greg Steinberger.
By amending Resolution 4516 and the AGTBID Advisory Board By-Laws to provide that
the AGTBID Advisory Board can consist of up to nine (9) members, the City Council
could appoint the three (3) current AGTBID Advisory Board members and the six (6)
Tourism Marketing Committee members, many of which have knowledge and expertise
of cultural and social institutions related to tourism, to constitute the new AGTBID
Advisory Board.
In the past, local lodging businesses found it difficult to devote time to participate on the
Advisory Board. Therefore, it is also proposed that the language that currently requires
that 2/3rds of the members be owners of lodging businesses and/or appointed
representatives of owners of lodging businesses, be expanded to include others with
knowledge of tourism and/or the lodging industry.
The proposed revised language would provide as follows:
The City Council shall appoint the AGTBID Advisory Board, which shall consist of
a minimum of three (3) but not more than nine (9) members, 2 of which, if
Item 12.a. - Page 2
CITY COUNCIL
CONSIDERATION OF ADOPTION OF A RESOLUTION TO REVISE THE ARROYO GRANDE
TOURISM BUSINESS IMPROVEMENT DISTRICT ADVISORY BOARD BY-LAWS RELATED
TO THE COMPOSITION OF THE BOARD AND THE MEETING SCHEDULE; AND
APPOINTMENT OF NEW ADVISORY BOARD
FEBRUARY 13, 2018
PAGE 3
interested, shall be owners of lodging businesses within the AGTBID or others
with knowledge of tourism and/or the lodging industry.”
In addition, the current By-Laws provide that regular Board meetings shall be held
quarterly. In accordance with direction previously provided to staff, the Resolution also
contains language substituting the regular quarterly Board meetings with regular
monthly meetings.
ALTERNATIVES:
The following alternatives are provided for the Council’s consideration:
1. Approve staff’s recommendations;
2. Do not approve staff’s recommendations; or
3. Provide direction to staff.
ADVANTAGES:
Modifying the composition of the AGTBID Advisory Board to include the members of the
Tourism Marketing Committee will allow the Board to operate more efficiently,
cohesively and in a manner that maximizes the promotion of scenic, recreational,
cultural and other attractions in the District as a tourist destination.
DISADVANTAGES:
No disadvantages have been identified.
ENVIRONMENTAL REVIEW:
No environmental review is required for this item.
PUBLIC NOTIFICATION AND COMMENTS:
The Agenda was posted at City Hall and on the City’s website in accordance with
Government Code Section 54954.2.
ATTACHMENTS:
1. Resolution No. 4516 (Establishing the Arroyo Grande TBID Advisory Board)
2. Resolution No. 4535 (Current TBID ByLaws)
Item 12.a. - Page 3
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
ARROYO GRANDE REVISING THE ARROYO GRANDE
TOURISM BUSINESS IMPROVEMENT DISTRICT
ADVISORY BOARD BY-LAWS REGARDING ADVISORY
BOARD MEMBERSHIP AND MEETING SCHEDULE
WHEREAS, in accordance with the provisions of Streets and Highways Code Section
36530 and Arroyo Grande Municipal Code Section 3.36.100, the City Council of the City
of Arroyo has previously adopted Resolution 4516 to establish a Tourism Business
Improvement District Advisory Board (“AGTBID Advisory Board”), which makes
recommendations to the City Council on the expenditure of revenues derived from the
levy of assessments and on the method and basis of levying the assessments related to
the Arroyo Grande Tourism Business Improvement District; and
WHEREAS, Resolution 4516 and a related Bylaw for the AGTBID Advisory Board, as
adopted by Resolution 4535, provide that the AGTBID Advisory Board consists of a
minimum of three (3) but not more than seven (7) members, 2/3rds of which shall be
owners of lodging businesses and/or appointed representatives of the owners of lodging
businesses from within the Arroyo Grande Tourism Business Improvement District; and
WHEREAS, currently, the AGTBID Advisory Board consists of three (3) members, and
in addition there is also a six member Tourism Marketing Committee; and
WHEREAS, the City Council now desires to amend Resolution 4516 and also the
AGTBID Advisory Board Bylaws to provide that the AGTBID Advisory Board can consist
of up to nine (9) members, and expand the language that currently requires that 2/3rds
of the members be owners of lodging businesses and/or appointed representatives of
owners of lodging businesses to include others with knowledge of tourism and/or the
lodging industry; and
WHEREAS, the City Council also desires to amend Resolution 4516 and the AGTBID
Advisory Board By-Laws to replace the quarterly regular meeting schedule with monthly
regular meetings.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Arroyo
Grande as follows:
1. The recitals set forth herein are true and correct.
2. Resolution 4516 establishing the AGTBID Advisory Board is hereby
amended to read as follows:
“The City Council shall appoint the AGTBID Advisory Board, which shall
consist of a minimum of three (3) but not more than nine (9) members;
2/3rds of which shall be owners of lodging businesses within the AGTBID
or others with knowledge of tourism and/or the lodging industry.”
Item 12.a. - Page 4
RESOLUTION NO.
PAGE 2
3. Except as amended herein, all other provisions of Resolution 4516 shall
remain in full force and effect.
4. The Bylaws for the AGTBID Advisory Board are hereby amended and
replaced in their entirety as set forth in Exhibit A which is attached hereto
and incorporated by this reference.
5. This Resolution shall be deemed effective upon its adoption.
On motion by Council Member _________, seconded by Council Member ________,
and on the following roll call vote, to wit:
AYES:
NOES:
ABSENT:
The foregoing Resolution was passed and adopted this ___ day of ______ 2018.
Item 12.a. - Page 5
RESOLUTION NO.
PAGE 3
EXHIBIT A
ARROYO GRANDE TOURISM BUSINESS IMPROVEMENT DISTRICT
ADVISORY BOARD BY-LAWS
Section 1: Purpose
The Arroyo Grande Tourism Business Improvement District (AGTBID) Advisory Board
(Board) advises the City Council in the administration and use of the assessment funds.
The Board recommends projects to the City of Arroyo Grande to promote tourism to
directly benefit the City's lodging industry.
Section 2: Membership
Board members shall be appointed by the City Council. The total membership of the
Board shall consist of a minimum of three (3) but not more than seven (7) nine (9)
members, 2/3rds of which shall be owners of lodging businesses and/or appointed
representatives of the owners of lodging businesses from within the AGTBID or others
with knowledge or tourism and/or the lodging industry.
Membership on the Board shall be exempt from City residency requirements otherwise
applicable to other City Advisory Boards. Criteria and selection for membership shall not
discriminate based upon sex, race, religion, creed, color, age, national or ethnic origin,
or any other classification protected by law.
Section 3: Term
Board members shall be appointed for four (4) years.
Section 4: Remuneration
The Board shall serve without compensation.
Section 5: Termination of Membership
Any member of the Board serving as an owner of a lodging business within the AGTBID
shall be terminated Membership in the Board shall terminate in the event that the
member is no longer an owner of a lodging business or someone with knowledge of
tourism and/or the lodging industryan appointed representative of an owner of a lodging
business within the AGTBID.
Section 6: Removal of Members
A member may be removed by a majority vote of the City Council.
Section 7: Resignation
Any Board Member may resign at any time by giving written notice to the Chairperson,
who shall forward such notice to the Board. Any such resignation will take effect upon
receipt by the Chairperson or upon any date specified therein. The acceptance of such
resignation shall not be necessary to make it effective.
Item 12.a. - Page 6
RESOLUTION NO.
PAGE 4
Section 8: Filling of Vacancies
In the event of a vacancy on the Board, the City Council shall appoint an individual to fill
such vacancy as soon as reasonably practicable. New members must meet the
membership qualifications.
Section 9: Functions and Duties
The functions and duties of the Board shall include, but not be limited to, the following:
a. To study, investigate and determine the need for the Arroyo Grande Tourism
Business Improvement District on an annual basis.
b. To advise the City Council regarding the expenditure of assessment funds
on an annual and ongoing basis.
c. To prepare and file the annual report as described in Streets and Highways
Code Section 36533. Such report shall be submitted to the City Council no
later than April 30 of each year.
d. To study, investigate and make proposals regarding the need for any
changes to the Arroyo Grande Tourism Business Improvement District on an
annual basis be included in the annual report.
e. To perform any other functions as directed by the City Council from time to
time.
Section 10: Officers
a. At the first regular meeting of the Board wherein newly appointed Members
are seated, the Members shall elect a Chairperson and Vice Chairperson
who shall hold office for a period of one year.
b. The Chairperson shall preside over all meetings of the Board, and otherwise
perform such duties as directed by the Board or Council. The Chairperson
may sign documents necessary to carry out the business of the Board.
c. The Vice Chairperson shall serve in the absence or incapacity of the
Chairperson.
Section 11: Meetings
a. Regular Board meetings shall be held quarterlymonthly, on the 4th Monday
of the month at 3:30 p.m. in July, October, January, and April, at a
location accessible to the public, in Arroyo Grande, California.
b. Special meetings may be called at any time by the Chairperson or by a
majority of the Board.
c. A notice, agenda and other necessary documents shall be delivered to the
lodging members, personally, by mail or by e-mail, at least seventy-two (72)
hours prior for a regular meeting and 24 hours prior for a special meeting.
d. The meetings shall be open to the public.
e. A quorum shall consist of a majority of the Board Members then serving on
the TBID Board.
f. All actions of the TBID Board shall be by a majority vote or consensus and
shall be directed through the Chairperson.
Item 12.a. - Page 7
RESOLUTION NO.
PAGE 5
g. Minutes of each meeting shall be taken, shall be available as a public record
and forwarded to the Council if needed.
Section 12: Staff Representation
a. The City of Arroyo Grande City Manager, or the designee of the City
Manager, shall be responsible for preparing agendas and reports pertaining
to Committee business and shall attend the Board meeting.
b. The Arroyo Grande Chamber of Commerce Executive Director will prepare
and maintain accurate minutes of the official activities of the Committee.
Section 13: Amendments
All amendments to the Bylaws shall be approved by the City Council.
Item 12.a. - Page 8
RESOLUTION OF OF
TOURISM
OF ARROYO ESTABLISHING THE ARROYO GRANDE
IMPROVEMENT
ADVISORY B• • D
WHEREAS, the City Council of the City of Arroyo Grande intends to adopt Resolution
No. 4515 entitled "A Resolution of the City Council of the City of Arroyo Grande
Declaring its Intention to Establish the Arroyo Grande Tourism Business Improvement
District, Declaring Its Intention to Levy an Assessment on Lodging Businesses Within
Such District, and Fixing the Time and Place of a Public Meeting and a Public Hearing
Thereon and Giving Notice Thereof" in order to initiate the process of creating a tourism
business improvement district in accordance with the authority and procedures
contained in Streets and Highways Code Sections 36500 et seq. ; and
WHEREAS, Streets and Highways Code Section 36530 provides that the City Council
shall appoint an advisory board for the business improvement district, which shall
make a recommendation to the city council on the expenditure of revenues derived from
the levy of assessments and on the method and basis of levying the assessments; and
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Arroyo
Grande as follow:
1. The foregoing recitals are approved and incorporated herein by reference.
2. The Arroyo Grande Tourism Business Improvement District Advisory
Board ( "AGTBID Advisory Board ") is hereby created pursuant to Streets
and Highways Code Section 36530 to make recommendations and
reports to the City Council as provided by law.
3. The City Council shall appoint the AGTBID Advisory Board, which shall
consist of a minimum of three (3) but not more than seven (7) members,
2 /3rds of which shall be owners of lodging businesses and /or appointed
representatives of the owners of lodging businesses from within the
Arroyo Grande Tourism Business Improvement District.
4. The AGTBID Advisory Board shall exist for the duration of the existence of
the Arroyo Grande Tourism Business Improvement District. If the Arroyo
Grande Tourism Business Improvement District is disestablished for any
reason, the AGTBID Advisory Board shall also be dissolved unless the
City Council directs otherwise.
5. The AGTBID Advisory Board shall serve without compensation.
ATTACHMENT 1
Item 12.a. - Page 9
RESOLUTION NO.
PAGE 2
6. The AGTBID Advisory Board shall meet no less than quarterly. It shall
submit an annual report to the City Council pursuant to Section 36533 of
the Streets and Highways Code, which shall detail expenditures for the
prior year and include a budget for operations and identification of
marketing efforts and other activities to be undertaken by the Arroyo
Grande Tourism Business Improvement District for the ensuing fiscal year.
7. The AGTBID Advisory Board shall have the following duties:
a. To study, investigate and determine the need for the Arroyo Grande
Tourism Business Improvement District on an annual basis;
b. To advise the City Council regarding the expenditure of assessment
funds on an annual and ongoing basis;
C. To prepare and file the annual report as described in Streets and
Highways Code Section 36533. Such report shall be submitted to
the City Council no later than March 31 of each year;
d. To study, investigate and make proposals regarding the need for any
changes to the Arroyo Grande Tourism Business Improvement
District on an annual basis be included in the annual report; and
e. To perform any other functions as directed by the City Council fro
time to time.
8. This Resolution shall be deemed effective upon its adoption.
On motion of Council Member Ray, seconded by Council Member Guthrie, and by the
following roll call vote, to wit:
AYES: Council Members Ray, Guthrie, Brown, and Mayor Ferrara
NOES: None
ABSENT: Council Member Costello
the foregoing Resolution was passed and adopted this 26th day of February 2013.
Item 12.a. - Page 10
RESOLUTION NO. 451 ta
PAGE 3
TONY F A, MAYOR
FIN i0:6-1
D AMS, CITY MANAGER
TIM Y J. CA EL, CITY ATTORNEY
Item 12.a. - Page 11
I, KELLY W TMOR , City Clerk of the City of Arroyo Grande, County of San Luis
Obispo, State of California, do hereby certify under penalty of perjury, that the attached
Resolution No. 4516 is a true, full, and correct copy of said Resolution passed and
adopted at a Regular meeting of the City Council of the City of Arroyo Grande on the
26th day of February, 2013.
WITNESS my hand and the Seal of the City of Arroyo Grande affixed this
28th day of
February 2013.
P/" /XA
KELLY W&I R, CITY CLERK
Item 12.a. - Page 12
RESOLUTION NO. 4535
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF ARROYO GRANDE ESTABLISHING AND ADOPTING
BYLAWS FOR THE ARROYO GRANDE TOURISM
BUSINESS IMPROVEMENT DISTRICT ADVISORY
BOARD
WHEREAS, on February 26, 2013, the City Council adopted Resolution No. 4516
establishing the Arroyo Grande Tourism Business Improvement District Advisory Board
Advisory Board"); and
WHEREAS, the purpose of the Advisory Board is to consult with and advise the City
Council on those matters dealing with the method and basis of levying assessments
within the Arroyo Grande Tourism Business Improvement District; expenditures of
revenues derived from such assessments; and programs, services, improvements, and
activities intended to promote lodging establishments within the District; and
WHEREAS, the City Council may, by resolution, adopt bylaws governing the
membership and operations of the Advisory Board.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Arroyo
Grande as follows:
1. The recitals set forth herein are true and correct.
2. The City Council hereby adopts Bylaws for the Advisory Board attached hereto
as Exhibit A and incorporated herein by this reference.
On motion by Council Member Guthrie, seconded by Council Member Brown, and on
the following roll call vote, to wit:
AYES: Council Members Guthrie, Brown, Costello, and Mayor Ferrara
NOES: None
ABSENT: Council Member Ray
The foregoing Resolution was passed and adopted this 9th day of July 2013.
ATTACHMENT 2
Item 12.a. - Page 13
RESOLUTION NO. 4535
PAGE 2
TONY F y'=9 • , MAYOR
ATTEST:
KELLY9QETMO 6ITY CLERK
e
i
APPROVED AS TO CONTENT:
S DAMS, CITY MANAGERCITYMANAGER
APPROVED AS TO FORM:
za, IL--
TIM HY J. CEL, CITY ATTORNEY
Item 12.a. - Page 14
RESOLUTION NO. 4535
PAGE 3
EXHIBIT A
ARROYO GRANDE TOURISM BUSINESS IMPROVEMENT DISTRICT
ADVISORY BOARD BY-LAWS
Section 1: Purpose
The Arroyo Grande Tourism Business Improvement District (AGTBID) Advisory Board
Board) advises the City Council in the administration and use of the assessment funds.
The Board recommends projects to the City of Arroyo Grande to promote tourism to
directly benefit the City's lodging industry.
Section 2: Membership
Board members shall be appointed by the City Council. The total membership of the
Board shall consist of a minimum of three (3) but not more than seven (7) members,
2/3rds of which shall be owners of lodging businesses and/or appointed representatives
of the owners of lodging businesses from within the AGTBID.
Membership on the Board shall be exempt from City residency requirements otherwise
applicable to other City Advisory Boards. Criteria and selection for membership shall not
discriminate based upon sex, race, religion, creed, color, age, national or ethnic origin,
or any other classification protected by law.
Section 3: Term
Board members shall be appointed for four (4) years.
Section 4: Remuneration
The Board shall serve without compensation.
Section 5: Termination of Membership
Membership in the Board shall terminate in the event that the member is no longer an
owner of a lodging business or an appointed representative of an owner of a lodging
business within the AGTBID.
Section 6: Removal of Members
A member may be removed by a majority vote of the City Council.
Section 7: Resignation
Any Board Member may resign at any time by giving written notice to the Chairperson,
who shall forward such notice to the Board. Any such resignation will take effect upon
receipt by the Chairperson or upon any date specified therein. The acceptance of such
resignation shall not be necessary to make it effective.
Item 12.a. - Page 15
RESOLUTION NO. 4535
PAGE 4
Section 8: Filling of Vacancies
In the event of a vacancy on the Board, the City Council shall appoint an individual to fill
such vacancy as soon as reasonably practicable. New members must meet the
membership qualifications.
Section 9: Functions and Duties
The functions and duties of the Board shall include, but not be limited to, the following:
a. To study, investigate and determine the need for the Arroyo Grande Tourism
Business Improvement District on an annual basis.
b. To advise the City Council regarding the expenditure of assessment funds on
an annual and ongoing basis.
c. To prepare and file the annual report as described in Streets and Highways
Code Section 36533. Such report shall be submitted to the City Council no
later than April 30 of each year.
d. To study, investigate and make proposals regarding the need for any
changes to the Arroyo Grande Tourism Business Improvement District on an
annual basis be included in the annual report.
e. To perform any other functions as directed by the City Council from time to
time.
Section 10: Officers
a. At the first regular meeting of the Board wherein newly appointed Members
are seated, the Members shall elect a Chairperson and Vice Chairperson who
shall hold office for a period of one year.
b. The Chairperson shall preside over all meetings of the Board, and otherwise
perform such duties as directed by the Board or Council. The Chairperson
may sign documents necessary to carry out the business of the Board.
c. The Vice Chairperson shall serve in the absence or incapacity of the
Chairperson.
Section 11: Meetings
a. Regular Board meetings shall be held quarterly, on the 4th Monday of the
month at 3:30 p.m. in July, October, January, and April, at a location
accessible to the public, in Arroyo Grande, California.
b. Special meetings may be called at any time by the Chairperson or by a
majority of the Board.
c. A notice, agenda and other necessary documents shall be delivered to the
lodging members, personally, by mail or by e-mail, at least seventy-two (72)
hours prior for a regular meeting and 24 hours prior for a special meeting.
d. The meetings shall be open to the public.
e. A quorum shall consist of a majority of the Board Members then serving on
the TBID Board.
f. All actions of the TBID Board shall be by a majority vote or consensus and
shall be directed through the Chairperson.
Item 12.a. - Page 16
RESOLUTION NO. 4535
PAGE 5
g. Minutes of each meeting shall be taken, shall be available as a public record
and forwarded to the Council if needed.
Section 12: Staff Representation
a. The City of Arroyo Grande City Manager, or the designee of the City Manager,
shall be responsible for preparing agendas and reports pertaining to
Committee business and shall attend the Board meeting.
b. The Arroyo Grande Chamber of Commerce Executive Director will prepare
and maintain accurate minutes of the official activities of the Committee.
Section 13: Amendments
All amendments to the Bylaws shall be approved by the City Council.
Item 12.a. - Page 17
I
OFFICIAL CERTIFICATION
I, KELLY WETMORE, City Clerk of the City of Arroyo Grande, County of San
Luis Obispo, State of California, do hereby certify under penalty of perjury, that
Resolution No. 4535 is a true, full, and correct copy of said Resolution passed
and adopted at a regular meeting of the City CounciVSuccessor Agency to the
Dissolved Arroyo Grande Redevelopment Agency of the City of Arroyo Grande
on the 9th day of July 2013.
WITNESS my hand and the Seal of the City of Arroyo Grande affixed this 11th
day of July 2013.
7 Ai; A
et KELLY TMORE, CITY CL K
Item 12.a. - Page 18