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HomeMy WebLinkAbout2010-02-16; City Council; 20124; Project Management Services for HCMS SoftwareCITY OF CARLSBAD - AGENDA BILL 8 DEPT. DIRECTOR^-20.124AB# MTG. DEPT. HUMAN RES. 02/16/10 APPROVAL OF CONTRACT FOR PROJECT MANAGEMENT SERVICES FOR IMPLEMENTATION OF HUMAN CAPITAL MANAGEMENT SYSTEM (HCMS) SOFTWARE CITY ATTORNEY CITY MANAGER u/— RECOMMENDED ACTION: Adopt Resolution No. 2010-028 approving a professional services agreement with Leckey Consulting, Inc. for project management services related to the installation of Human Capital Management System (HCMS) software. ITEM EXPLANATION: On January 12, 2010, Council authorized staff to negotiate contracts with vendors for the purchase and installation of Human Capital Management System (HCMS) software. The implementation of HCMS software requires a full-time project manager to oversee and administer the project, manage multiple software vendors, provide training services and assist City staff in creating new processes. Project management duties include: overseeing the details of the project, making sure that the project stays on schedule, coordinating the installation and implementation of the software, testing the software, facilitating meetings with staff and multiple vendors, monitoring the project status and keeping all participants informed. The project manager will also facilitate the creation and delivery of training that will be required for staff and end users within each department City-wide. A request for proposal for project management services was issued, six responses were received, and three companies were interviewed. Staff recommends entering into an agreement with Steve Leckey, President of Leckey Consulting, Inc. to provide project management, training, and process development services. Mr. Leckey has led similar software implementations for other municipalities. FISCAL IMPACT: The professional services agreement contains a not-to-exceed limit of $580,000 (approximately $290,000 per year). This includes an approximate cost for labor of $260,000 per year and an approximate cost for travel expenses of $30,000 per year. On January 12, 2010, the City Council authorized staff to transfer funds from the Technology Innovation Fund to the General Capital Construction (GCC) Fund for the HCMS project. Therefore, no new funding is needed for this professional services agreement. ENVIRONMENTAL IMPACT: This action does not constitute a project as defined under CEQA (California Environmental Quality Act) pursuant to CEQA regulation 15060c(3). EXHIBITS: 1. Resolution No. 2010-028 2. Professional Services Agreement for Project Management Services with Leckey Consulting, Inc. DEPARTMENT CONTACT: Julie Clark 760-602-2438 Julie.Clark@carlsbadca.gov FOR CITY CLERKS USE ONLY. COUNCIL ACTION: APPROVED DENIED CONTINUED WITHDRAWN AMENDED * D D D CONTINUED TO DATE SPECIFIC CONTINUED TO DATE UNKNOWN RETURNED TO STAFF OTHER -SEE MINUTES D D D D 1 RESOLUTION NO. 2010-028 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING A CONTRACT 3 WITH LECKEY CONSULTING, INC. FOR PROJECT 4 MANAGEMENT SERVICES RELATED TO THE INSTALLATION OF HUMAN CAPITAL MANAGEMENT 5 SYSTEM (HCMS) SOFTWARE 6 WHEREAS, on January 12, 2010, Council authorized the purchase and 7 installation of a Human Capital Management System (HCMS); and 8 WHEREAS, the implementation of Human Capital Management System (HCMS) 9 requires a full-time project manager to oversee and administer the project, as well as to 10 provide training; and 11 WHEREAS, on January 12, 2010, sufficient funds were transferred from the 12 Technology Innovation Fund to the General Capital Construction (GCC) Fund for the HCMS project and, therefore, no new funding is needed for this professional services agreement. 16 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of 17 Carlsbad, California, as follows: 1 8 1. That the above recitations are true and correct. 19 2. That the fees and compensation for said project management services 20 shall not exceed $580,000, and shall be as described in the contract between the City of 21 Carlsbad and Leckey Consulting, Inc. 23 24 25 26 27 28 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 16th day of February, 2010, by the following vote to wit: AYES: Council Members Lewis, Kulchin, Hall, Packard, Blackburn NOES: None ABSENT: None /IS/Mayor ATTEST: LORRAINE Karen R. Kundtz, Assis (SEAL) nt Clerk City Clerk i i AGREEMENT FOR PROJECT MANAGEMENT SERVICES LECKEY CONSULTING, INC. THIS AGREEMENT is made and entered into as of the /- day of 20 /a . by and between the CITY OF CARLSBAD, a municipal corporation, (£City"), and Leckey Consulting, Inc., a corporation ("Contractor"). RECITALS A. City requires the professional services of a project manager that is experienced in software system implementations. B. Contractor has the necessary experience in providing professional services and advice related to software system implementations. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2- STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of two years from the date first above written. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will not exceed five hundred eighty thousand dollars ($580,000). Fees shall be paid on an hourly basis per the hourly rate outlined in Exhibit "B", with the not-to-exceed contract amount set at $580,000 to include both consulting and travel related costs. Incremental payments, if applicable, should be made as outlined in attached Exhibit "B". No other compensation for the Services will be allowed except for items covered by City Attorney Approved Version #05.06.08 subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. City Attorney Approved Version #05.06.08 The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII". OR with a surplus line insurer on the State of California's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating Guide of at least "A:X". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless City Attorney or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1.000.000 combined single-limit per occurrence for bodily injury, personal injury and property damage. If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for City). $1,000,000 combined single-limit per accident for bodily injury and property damage. This insurance requirement will be met by Contractor's current automobile liability insurance with coverage of $250,000/$500,000, coupled with umbrella liability insurance of $1,000,000 that also covers automobile insurance. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. City Attorney Approved Version #05.06.08 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. City Attorney Approved Version #05.06.08 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All work product produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. 14. COPYRIGHTS Contractor agrees that all copyrights that arise from the services will be vested in City and Contractor relinquishes all claims to the copyrights in favor of City. 15. NOTICES The name of the persons who are authorized to give written notices or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City: Name: Donna Hernandez Title: Human Resources Manager Department: Human Resources City of Carlsbad Address: 1635 Faraday Avenue Carlsbad, CA 92008 Phone No.: (760) 602-7533 For Contractor: Name: Steve Leckey Leckey Consulting, Inc. Title: President Address: 4927 Runway Drive Fair Oaks, CA 95628 Phone No.: (916)802-9500 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST City will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and City's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, City Attorney Approved Version #05.06.08 agents, or subcontractors will complete and file with the City Clerk those schedules specified by City and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the City an affidavit disclosing this interest. 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. City Attorney Approved Version #05.06.08 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If City decides to abandon or indefinitely postpone the work or services contemplated by this Agreement, City may terminate this Agreement upon written notice to Contractor. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of City, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to City. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. City will make the final determination as to the portions of tasks completed and the compensation to be made. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor City Attorney Approved Version #05.06.08 acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors, Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. City Attorney Approved Version #05.06.08 8 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR *By:^ unicipal alifornia ATTEST: r LORRAINE City Clerk (print name/tine) Ji jec " <• ail address) If required by City, proper notarial acknowledgment of must be attached. If a Corporation. Agreement must be signed by oftewtfporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONA By:, LL, City Attorney City Attorney Approved Version #05.06.08 EXHIBIT "A" SCOPE OF SERVICES PM Planning Scope of Services For the planning phase of the project, Leckey Consulting's project management services will include preparation of a detailed Scope Statement deliverable. It will contain the following information: • Project Charter (i.e., main objectives, major areas of scope, upgrade benefits, etc.) • Application Strategy • Interface Strategy • Conversion Strategy • Reports Strategy • Change Management and Training Strategy • Network and Server Strategy • Major Deliverables (including responsibilities) • MS Project Work Plan (major tasks only at this point to be refined in the Project Management Plan deliverable) • Estimated Project Budget and staff resourcing PM Implementation Scope of Services For the implementation phase of the project, Leckey Consulting's project management services will include the following areas: Traditional Project Management • Provide day-to-day project management. • Provide hands-on assistance with detailed tasks as needed. • Ensure that the City's responsibilities of the project are satisfactorily met. • Review all major deliverables produced by the City. • Monitor the project plan and schedule and make course corrections as necessary. • Manage issues and ensure that resolutions are finalized in a timely manner. • Enforce project scope from start to finish. City Attorney Approved Version #05.06.08 10 • Ensure change management, training and communication are effective (and adjusted accordingly if goals are not met). • Proactively manage risk. • Review and approve staffing changes. • Foster a learning environment. • Re-direct resources as capabilities and/or needs change. • Track and communicate project budget/costs. • Identify data integration requirements to support required functionality with other systems. • Report and present biweekly status reports to the project stakeholders. • Provide a post implementation review. Contract Management • Ensure that each vendor's contractual responsibilities of the project are satisfactorily met. • Act as a liaison between the project team and the vendors from the beginning of project through project completion; coordinate problem identification and resolution activities. • Review all major deliverables produced by each vendor. • Review and approve all vendor invoices. • Review and approve vendor staffing changes. • Manage proposed scope changes. Training • Design user training (via completion of a Training Plan). • Assist software vendors with conducting training for central power users. • Conduct train-the-trainer course for new instructors. City Attorney Approved Version #05.06.08 11 EXHIBIT "B" COST Project costing as follows: • Hourly rate: $170. • Daily amount for travel and expenses: $250. • Overall contract amount, including travel and expenses not to exceed $580,000. Assumptions for the above costs are as follows: • Steve Leckey will work a minimum of 4-10 hour days per week (except during weeks that contain a holiday). Onsite services will be provided on a four day work week schedule, normally Monday thru Thursday for one week and then Monday thru Wednesday the next week with working on Thursdays remotely (which will continue on a rotational basis); when needed, Steve Leckey will be onsite the second Thursday or even on Fridays. • Chargeable time will not exceed 50 hours a week and billing will occur biweekly. • The contract cost of $580,000 assumes a project schedule of 18 months, which includes unpaid vacation not to exceed four weeks and/or unpaid sick time. It also assumes that Steve Leckey may work less than full-time for the first two months of the project or the last two months of the project due to other client commitments. • The City will have a project sponsor for the HRIS project who will ensure that timely decisions are made, adequate City resources are assigned to the project and that they produce quality work and other issues that might arise. • The City will agree to a reasonable amount of technical and functional consulting assistance from the vendors. This will be further refined during Phase 1 planning activities. • All project documents and deliverables will be stored electronically in the Project Library maintained on the City's network and it will be the City's responsibility to ensure that there are daily server backups during the working week. Deliverables or documents will not be replicated in paper or bound form solely for the purpose of having a paper copy maintained in the Project Library. • Steve Leckey will bill the City for weekly travel time exceeding four hours a week, not-to-exceed three billable hours per week. City Attorney Approved Version #05.06.08 12 CERTIFICATE OF EXEMPTION FROM WORKERS COMPENSATION/ EMPLOYERS' LIABILITY INSURANCE I, Steve Leckey, am the President of Leckey Consulting, Inc. I hereby certify that Leckey Consulting, Inc. has no employees and is not required by law to maintain workers compensation or employers' liability insurance. Should Leckey Consulting, Inc. employ any person during the term of the Agreement with the City of Carlsbad for the HRIS implementation project, then workers compensation and employers' liability insurance will be obtained. Executed on this 27th day of January, 2010, at Fair Oaks, California. Steve'leckey" y' " J President of Leckey Consuming, Inc. CITY ATTORNEY APPROVED VERSION 09.05.01