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HomeMy WebLinkAbout2008 05 27 Consent 201 Air-Pak for Server Room A/C and Electrical WorkCOMMISSION AGENDA ITEM 201 May 27, 2008 Special Meeting CONSENT X INFORMATIONAL PUBLIC HEARING REGULAR MGRrj/ /DEPT Authorization ~~ REQUEST: Information Services is requesting a supplemental appropriation in the amount of $37,263 and authorization to proceed with Air-Pak as the vendor for server room A/C and electrical work. PURPOSE: To gain Commission authorization to proceed with Air-Pak as the vendor for electrical and A/C services and secure a supplemental appropriation in the amount of $37,263 in order to get needed A/C and electrical work done in the City Hall server room to prevent further damage to computer equipment and to provide a proper environment for the equipment before upcoming hot weather. CONSIDERATIONS: The City Hall server room was retrofitted from an office into a server room in the late 1990's. The room is currently cooled by an air duct from the City Hall A/C system as well as a separate 2-ton residential unit. The server room is currently home to over $230,000 worth of servers and network equipment. We are currently experiencing some extreme issues with heat in the server room. Servers and computer equipment in general do not tolerate heat well; they need to be properly cooled and have certain humidity controls in place. Most of our equipment is Dell and Dell recommends server temperatures no higher than 72.5°F with humidity of 46.5%. Most data centers keep their temperatures in the 68-74 °F Range. Our server room sometimes gets into the 80's and low 90's depending upon the outside temperature. Heat results in a shorter life span of computer equipment as well as sporadic equipment freezes and failures. We have experienced several equipment failures that can be attributed to heat. We had hoped the current A/C system would last until the 08-09 budget but we will not be able to make it through the summer with the current system. CITY OF WINTER SPRINGS CITY COMMISSION SPECIAL MEETING -MAY 27, 2008 CONSENT AGENDA ITEM "201" PAGE 2 OF 3 We asked for vendor recommendations and received the following. - The residential unit is not made for a server room environment. - The residential unit and the City Hall A/C systems cannot keep up with the air flow and heat demands of the server room; the City Hall system actually works against the residential unit because it pumps air into the server room that is warmer than what the residential unit is trying to pump in; therefore, they are not working in conjunction with one another, but rather working against one another. - The server room should be in its own separate enclosed environment. In order for this to happen, the server room should have its own separate A/C unit and should not be connected to the City Hall A/C system, and the air in the room should be recycled as cold air for use back into the server room. - Anew Liebert 5 ton MiniMate2 Environmental Control System Unit should be installed with venting directly above and to the front of the server rack to provide adequate cooling and air flow to the servers. - Duct work changes need to be made in order to change airflow in the room and to eliminate any connection to the City Hall A/C system. - Airflow in the server room is not conducive to the servers getting cold air where it is needed. The reason for this is because cold air is not being forced in front of the servers where it is most needed. - The cold air flow should come into the server rack from the front, flow through the server rack; the heated air would then be expelled through the back of the servers and sent out through the exhaust into the server room A/C system to be recycled into cold air once again, and then sent back out into the room through the server room A/C vent, thus completing the cycle. - The residential unit should stay as a helper unit and as a backup to the Liebert unit. - Electrical Work is also required in order to install the new Liebert system. A new electrical panel must be added to the east side of City Hall and an electrical connection between east and west sides of City Hall must be made. Expenses included in this project request include: A review of our electrical system relative to the City Hall generator was completed in February at a cost of $1,764 relative to this project. Two portable A/C units were borrowed from the Police Department to supplement our residential unit and they have been running continuously since December. One of them has since stopped working and the other is not operating at as cold a temperature as it should. We need to replace them for the Police Department at a cost of $750 for two. CITY OF WINTER SPRINGS CITY COMMISSION SPECIAL MEETING -MAY 27, 2008 CONSENT AGENDA ITEM "201" PAGE 3 OF 3 Quotes for this project (new Liebert A/C unit, duct work, and electrical work) were solicited and the following were received: Air-Pak: $31,590 + 10% contingency ($3,159) Liebert: $33,340 Shaw: $36,511 Grand Total for this project: ~~~~¢. FUNDING: Request supplemental appropriations from the following funds: Water & Sewer 3600-58130-21341 $ 2,981 Storm Water 3800-58130-21341 $ 745 Development Services 2411-58130-21341 $ 1,118 General Fund ----- 32 419 TOTALS Funds should then be disbursed as follows: To be placed into 1341-53180-10041 $ 1,764 To be placed into 1341-55270-10041 $ 750 To be placed into 1341-64200-10041 34 749 TOTAL ~~ RECOMMENDATION: Recommend the Commission approve supplemental appropriation in the amount of $37,263 in the amounts and from the funds listed above and approve Air-Pak as the vendor to provide the services. IMPLEMENTATION SCHEDULE: Once approved by Commission, work will begin as soon as vendor can be scheduled. Time frame for project completion is approximately two months. ATTACHMENTS: None COMMISSION ACTION: Date: May 27, 2008 The following was referenced for the Record by Commissioner Rick Brown and Ms. Joanne Dalka during what was originally listed on the Agenda as Consent Agenda Item "201" during the May 27, 2008 City Commission Special Meeting. Ai r May 27, 2008 City of Winter Springs 1126 East S.R. 434 Winter Springs, Florida 32708 407.327.5975 /Fax 407.327.6670 To Whom It May Concern: This shall serve as evidence that I, Paul Michael Gray am sole owner of Air-Pak Services, Inc. On August 1St 2003 I purchased the air conditioning division from David W. McLeod owner of Air-Pak Products and Services, Inc. There are no ties between the two companies. The name was changed to Air-Pak Services, Inc. as of 8/01/2003. As stated I am sole owner. I am attaching articles of incorporation as proof of 100% ownership. If there are additional requirements of documentation as to the separation of the two Florida based Corporations, please Iet~A~kr~w and I will provide it as necessary. Paul ~cF(ael Gr~r, Owner/C Air-P k Services, Inc. State of Florida County of Orange BEFORE ME, A NOTARY PUBLIC, personally appeared m . (T!` ,for Air-Pak Services, Inc., who did acknowledge before me that he is the sole owrl r of said company. Notary Publ+c State of Fbdda dY °"~ , Y =o P.ud; Attu pUflg Notary Public a ~~; ,;omrcassron Dp645980 ,~~e~oa ~~:x~ires05l'2912~11 or ~ Personally Known Produced Identification "Any Job Worth Doing is Worth Doing Well" 6966 Venture Circle Orlando, FL 32807 Office (407) 678-1819 Fax (407) 679-5655 www.air-paksvc.com JUL..iU. LUUj' July 30, 2003 1.11rm~~~ GREENBERG TRAURIG~~ ~AGr 1/1 RightFAXNO, 222 P. 2 AIR-PAR SERVxCES, INC. 415 E I~AKI;S80RE DR OCOEE, FL 34761 The Articles of Incorporation for AIR-PAR 5$RVICES, TNC. were fi1Qd on July 29, 2003, and assigned document number P03000083026. Please refer to this number whenever corresponding with this office. This document was electroni,eally received and filed under FAX audit number 803oao2421a9. A corporation annual report/uniform business report grill be due this ~f£i.ce between January 1 and May 1 of the year £ol,lowing the calendar year of the file date. A Federal Employer Ideatification (FEI) number will be requ~.red before this report can be tiled. Please apply NOW with the Internal RevQnue Servi,cc? by calling 1-800--829-3676 and .requesting Corm SS~4. Please be aware if the corporate address changes, it is the responsibility of the corporation to notify this office. Should you have any questions regarding corporations, please contact this office at the address given below. Sincerely, Aale Whyte Document Specialist New Fil~.ngs Section Division o£ Corporations Letter Number: 403AOOti439G4` Aivisioa off' Corporaf.xons - p.0. BOX 6327Tallahassee, Florida 32314 ARTICLES OF INCORPORATION OF AIR-PAK SERVICES, INC. ARTICLE I -NAME The name of this corporation is Air-Pak Services, Inc. (the "Corporation"). ARTICLE II -INITIAL PRINCIPAL OFFICE AND MAILING ADDRESS The address of the initial principal place of business of this Corporation is 415 East Lakeshore Drive, Ocoee, Florida 34761. The initial mailing address of this Corporation is 415 East Lakeshore Drive, Ocoee, Florida 34761. ARTICLE III -AUTHORIZED SHARES The maximum number of shares of stock that this Corporation is authorized to have outstanding at any one time is 10,000 shares of common stock having a par value of $.Ol per share. ARTICLE IV -INITIAL REGISTERED OFFICE AND REGISTERED AGENT The street address of the initial registered office of this Corporation is 415 East Lakeshore Drive, Ocoee, Florida 34761, and the initial registered agent of this Corporation at that address is Paul Gray. ARTICLE V -INCORPORATOR The name and address of the incorporator is as follows: Name Address Paul Gray 415 East Lakeshore Drive Ocoee, Florida 34761 ARTICLE VI -INDEMNIFICATION This Corporation shall, to the fullest extent permitted by the laws of Florida, including, but not limited to Section 607.0850 of the Florida Business Corporation Act, as the same maybe amended and supplemented from time to time, indemnify any and all directors and officers of this Corporation. ARTICLE VII -BYLAWS The power to adopt, amend or repeal the bylaws of this Corporation, or any provision thereof, shall be vested in the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that such bylaw is not subject to amendment or repeal by the Board of Directors. ARTICLE VIII -AMENDMENT This Corporation reserves the right to amend or repeal any provisions contained in these Articles of Incorporation or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation. IN WITNESS WHEREOF, the undersigi 28`h day of July, 2003. FOR THE SERVICE OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED Pursuant to Section 48.091 and Section 607.0501, Florida Statutes, the following is submitted: That Air-Pak Services, Inc., desiring to organize under the laws of the State of Florida with its initial registered office, as indicated in the Articles of Incorporation, at 415 Lakeshore Drive, Ocoee, Florida 34761, has named Paul Gray as its agent to accept service within this state. ACKNOWLEDGMENT: Having been named to accept service of process for this Corporation named above, at the place designated in this certificate, I agree to act in that capacity and to comply with the provisions of the Florida Business Corporation Act, relative to the proper and complete performance of my duties as registered agent. Date: July 28, 2003 AIR-PAK SERVICES, INC. INCORPORATOR'S ACTION BY CONSENT THE UNDERSIGNED, pursuant to Section 607.0205 of the Florida Business Corporation Act, being the sole incorporator of Air-Pak Services, Inc., a Florida corporation (the "Corporation"), hereby consents to the following action by the Incorporator of the Corporation and instructs the Secretary of the Corporation to enter this written consent in the minute book of the Corporation: RESOLVED, that the name and mailing address of the person who shall serve as the sole director of the Corporation until the first annual meeting of the shareholders is as follows: Name Address Paul Gray 415 East Lakeshore Drive Ocoee, Florida 43761 IN WITNESS WHEREOF, the undersigned has hereunto executed this Incorporator's Action by Consent effective as of August 1, 2003. INCORPORATOR Paul \\orl-srv0 11240 1 44v01 ~l/ AIR-PAK SERVICES, INC. ORGANIZATIONAL ACTION BY WRITTEN CONSENT OF BOARD OF DIRECTORS THE UNDERSIGNED, pursuant to the authority of Sections 607.0205 and 607.0821 of the Florida Business Corporation Act, being the sole director of Air-Pak Services, Inc., a Florida corporation (the "Corporation"), does hereby affirmatively vote for, consent to, adopt, and approve the following resolutions: Bvlaws RESOLVED, that the Bylaws in the form attached hereto as Exhibit "A" are hereby adopted as the Bylaws of the Corporation. Election of Officers RESOLVED, that the following persons shall be, and hereby are, elected to serve as officers of the Corporation in the capacities indicated, and to hold office until his or her successor(s) are duly elected and qualified: NAME Paul Crray CAPACITY President, Secretary and Treasurer Bank Accounts RESOLVED, that the president and secretary of the Corporation are authorized, at their discretion and without further action by the board of directors: 1. To open, maintain, or discontinue accounts of the Corporation with any bank or trust company; 2. To deposit or cause to be deposited in those banks or trust companies any of the funds of the Corporation; 3. To authorize banks and trust companies in which the Corporation maintains accounts to accept for deposit in those accounts checks and drafts made payable to the order of the Corporation; and 4. To prescribe such rules and conditions pertaining to the accounts as they consider necessary or desirable to protect the interest of the Corporation; and be it further RESOLVED, that the authorized signatory of the Corporation named in the bank's resolutions is hereby approved as the authorized signatory in respect of the Corporation's accounts as set forth in such resolutions, and that the secretary of the Corporation is authorized to certify any standard bank resolution necessary to effectuate the foregoing authorizations and to insert copies of those resolutions in the minute books of the Corporation as part of its permanent records. Establishment of Fiscal Year RESOLVED, that the fiscal year shall end on December 31st of each year. ~~ Emulover Identification Number RESOLVED, that the officers of the Corporation shall be, and they hereby are, authorized and directed, by and on behalf of the Corporation, to apply for and obtain an employer identification number from the Internal Revenue Service. Fictitious Name RESOLVED, that the officers of the Corporation shall be, and they hereby are, authorized and directed, by and on behalf of the Corporation, to cause the Corporation to register any and all fictitious names that it may own or use, in accordance with applicable law. Local Licenses RESOLVED, that the officers of the Corporation shall be, and they hereby are, authorized and directed, by and on behalf of the Corporation, to cause the Corporation to obtain all necessary local licenses, in accordance with applicable law. Qualification In Other Jurisdictions RESOLVED, that at such time as the Corporation proposes to begin doing business in any state other than Florida in such manner as to make qualification to do business as a foreign corporation appropriate, the proper officers of the Corporation be, and hereby are, authorized to execute and file in the name on behalf of the Corporation all applications, reports, resolutions, consents to service, powers of attorney, appointments, designations and other papers and instruments as maybe required or desirable to qualify the Corporation to do business as a foreign corporation, and to make all payments of filing fees, taxes and other amounts and to take further action which they may deem appropriate or desirable in connection with such qualification; and be it further RESOLVED, that if in an application to any state for the purpose of qualifying the Corporation to do business as a foreign corporation a prescribed form of preamble or preambles or resolution or resolutions relating to such application or any instruments furnished in connection therewith is required, such preamble or resolution shall be deemed to have been and hereby is adopted by the Corporation, and the Secretary or an Assistant Secretary, if any, is hereby authorized if required, to certify the adoption of any such preamble or resolution as though the same were set forth in full herein, all such preambles and resolutions to be attached to this consent. Insurance RESOLVED, that the President of the Corporation shall be, hereby is, authorized, by and on behalf of the Corporation, to cause the Corporation to obtain such insurance as the President deems is necessary or required in connection with the operation of the business in his sole and absolute discretion. Authorization of Payment of Organizational Expenses RESOLVED, that the expenses heretofore incurred in connection with the organization or purpose of the Corporation shall be, and the same hereby are, assumed and agreed to be paid by the Corporation, and that the Corporation shall reimburse and pay the incorporators and the initial directors and their designees, all of the funds so expended by them, including filing fees, legal fees, etc. ~ _ ~r~ Ratification and Authorization of Certain Acts RESOLVED, that all actions taken in good faith by the incorporator, initial director and their designees in connection with the organization and purpose of the Corporation shall be, and they hereby are, ratified, confirmed and approved in all respects. Subscription and Acceptance RESOLVED, that the subscriptions for the shares of the Corporation as undersigned below hereto, at the price per share set forth opposite the signature of the subscriber, shall be and are hereby accepted, and the receipt of the full amounts in consideration therefor is hereby acknowledged by the Corporation. NO.OF PRICE PER SUBSCRIBER SHARES SHARE SIGNATURE Paul Gray 100 $.O1 Paul Gray RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed by and on behalf of the Corporation, to execute stock certificates (with appropriate documentary stamps attached thereto) evidencing an aggregate of 100 shares of the Corporation to those persons who have subscribed for such shares for the consideration of $.0l per share, to create a share journal for insertion in the corporate minute book indicating the current ownership of all outstanding shares, the date of issue and each certificate number. General Resolution RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed by and on behalf of the Corporation, to do any and all things necessary and incidental to the general management, control, and operation of the Corporation for the general purposes for which the same was formed under the laws of the State of Florida, and to carry out any and all of the foregoing resolutions and all matters incidental thereto. IN WITNESS WHEREOF, the undersigned has hereunto executed this Organizational Action by Written Consent effective as of August 1, 2003. Paul Gr~.-- Sole Director \\orl-srv01 \240145x01 _3_ ,~~f WRITTEN CONSENT OF THE SHAREHOLDERS AND BOARD OF DIRECTORS OF AIR-PAK SERVICES, INC. THE UNDERSIGNED, being and constituting the sole shareholder and sole director of Air-Pak Services, Inc., a Florida corporation (the "Corporation"), does hereby waive all notice and unanimously consent to and adopt the following resolutions as the action of the shareholders and directors of the Corporation in lieu of a meeting in accordance with Sections 607.0704 and 607.0821 of the Florida Business Corporation Act: WHEREAS, the Corporation has entered into a Asset Purchase Agreement dated as of August 1, 2003 (the "Agreement"), by and among the Corporation, Air-Pak Products & Services, Inc. ("Seller"), and Paul Gray; and WHEREAS, the Agreement contemplates the purchase of substantially all of the assets of the Heating, Ventilation, Air-Conditioning, Refrigeration & Air Purification Division of Seller by the Corporation (the "Asset Purchase"). NOW, THEREFORE, BE IT RESOLVED, that the sole director and sole shareholder of the Corporation do hereby authorize, adopt, and approve the Asset Purchase and the transactions contemplated by the Agreement; and be it further RESOLVED, that the proper officers of the Corporation be, and each of them acting alone hereby is, authorized and directed, in the name and on behalf of the Corporation, to make all such arrangements, to do and perform all such acts and things, and to make, execute, and deliver all such agreements, certificates and such other instruments and documents as they may deem necessary, advisable, or appropriate in order to fully effectuate or to carry out the purpose and intent of the foregoing resolutions and the transactions contemplated by the Agreement; and be it further RESOLVED, any actions previously undertaken by any prior directors or officers of Corporation consistent with the above resolutions are hereby adopted, ratified and approved. IN WITNESS WHEREOF, the undersigned, constituting the sole directors and sole shareholder of the Corporation, have hereunto executed this Written Consent effective as of August 1, 2003. SOLE OR: Paul Gray ~~o~i-~oi~2aoia~~ot ~~~ Exhibit "A" BYLAWS Of AIR-PAK SERVICES, INC. ARTICLE I. SHAREHOLDERS 1. Meetings of shareholders shall be held at the principal office of the corporation unless another place within or outside the State of Florida shall have been determined by the board of directors and stated in the notice of meeting. 2. Annual shareholders' meetings shall be held at such place, and at such date and time as determined by the board of directors. ARTICLE II. DIRECTORS 1. The number of directors comprising the board of directors shall be fixed from time to time by resolution of the either the stockholders or the board of directors, but the number shall not be less than one (1). 2. A regular meeting of the board of directors shall be held without notice immediately following the annual meeting of shareholders and at the same place. The board of directors may provide for the holding without notice of additional regular meetings. 3. Special meetings of the board of directors may be called by the president or any two directors on 24-hour notice given personally or by telephone or telegraph or on four days' notice by mail. Special meetings shall be held at the place fixed by the board of directors for the holding of directors' meetings, or if no such place has been fixed, at the principal office of the corporation. ARTICLE III. OFFICERS 1. The officers of the corporation shall be a president, a secretary and a treasurer, who shall be elected annually at the regular meeting of the board of directors held after the annual meeting of shareholders. The officers shall hold office only so long as they are satisfactory to the board of directors. 2. The president shall be the principal executive officer of the corporation to put into effect the decisions of the board of directors. Subject to such decisions, the president shall supervise and control the business and affairs of the corporation. The president shall preside at meetings of the shareholders and directors. 3. The secretary shall prepare and keep minutes of the meetings of the shareholders and the directors and shall have general charge of the share records of the corporation. 4. The treasurer shall have custody of the funds of the corporation and keep its financial records. ;~ ~J ~~ ARTICLE IV. ACTION WITHOUT MEETING 1. Any action required or permitted to be taken by the board of directors or the shareholders at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all directors or shareholders, as the case may be. ARTICLE V. INDEMNIFICATION 1. This corporation shall, to the fullest extent permitted by the laws of Florida, including, but not limited to Section 607.0850 of the Florida Business Corporation Act, as the same may be amended from time to time, indemnify any and all directors and officers of this corporation. ARTICLE VI. AMENDMENTS 1. These bylaws may be altered, amended or repealed and new bylaws may be adopted by the board of directors or by the shareholders. ARTICLE VII. MISCELLANEOUS 1. The board of directors may authorize any officer or agent to enter into any contract or to execute any instrument on behalf of the corporation. Such authority may be general or may be confined to specific instances. 2. Certificates representing shares of the corporation shall be in such form as the board of directors shall determine. Transfers of shares shall be made only on the share transfer books of the corporation. ~~o~i-~oi~2aoia6wi z ~~ 11/L6/GUU3 10:48 FAX 4076795655 AIR-PAR f~001 sc~c~c>t:*~c*5*at:sssSS*sess* 5*ts TX REPORT xes~k ~tes~c>k*rsss*sc*srssrss*m~cx~ TRANSMISSION OK TX/RX NO 4511 CONNECTION TEL 18016207116 SUBADDRESS CONNECTION ID ST. TIME 11/26 10:47 USAGE T 00'41 PGS. SENT 1 RESULT OR Form 2553 Election by a Sntall Business Corporation (Rev. December 2oa2) Nnde~r sec#ton 1382 of the lntemal Revenue Code) oMe No. ~sas-oyes ~eaar*moM ~ ~ T~~ - See Parts II and 111 on back and the separate instructions. imemei Revenue Serv~Ce - The corporation may ®iher send or fax this Corm to the IRS. See pegs 2 of th® Instructions. Notes: 1. Ao not Erie Form t fao6, U.S. Income Tax Return for an S Corporation, for any tax year before the year tJSe election takes effect. 2 Phis election io be sn S corporation can be accepted only if ell the tests are met under Who May El~act on page 1 of the instnlctions; an shareholders have signed the consent statement; and the exact name and address of the corporadon and other required fcrm Mformatlon are provided. I 9. If the corporation was ih existence before the effective date of this election, sae Taxes an S Corporal/on A~ay Ogre on page 1 of the Instructions. Nvlection Infornnatlon ' N otpa oration In on ~ r A~Inployer ldentlfication number /~ ~ tf4')C ~~~//L'~J' ~r-.fC. ~' O ~i~u. ~r ca/0 d~ ©f ~Q Please Num r, stree4 and room oG suite no. (Ff a~.O, box, ~ Instructions.) B Date inygpor~g~ r © ` or Pr nt L +~1 wLti, a rG +_~ J ,~ 3 City~wln, state, and zi de ~~ / C State of ~~L ~ ~., ~~~I,l~ •~' D Check the applicable box(e:;) if the corporatcn, after applying for the EIN shown in A above, cHanged its name ^ or address ^ E Election is to be effective for tax year beginning (month, day, year) - / / F N a title of fficer or legal representative who the IRS may call for more information G Telephone number of officer or gal representa~tlve H If this election takAS Affect 'for the first tax yl.ar the corporation exists, enter month, day, and year of the earliest of the following: (1) date tree corporation first had shareholders, (2) date the corporation first had assets, or (3) date the Corporation began doing business ) - 2g/ 1 CJJ I Selected tax year. Annual rErturn will be fried for tax year ending (month and day) / ._...__.. ~.____~L~ _. ~.....s.~,l.--_._.._...._.. If the tax year ends on any ~9atA other than December 31, except for a•52~53-week tax year ending with reference to the month of December, you must complete Part II cart the bank. if the date you enter is the ending date of a 52-53-weak tax year, write °52-53-week year" to the right of the date- _ , K Shareholders' cansont Statement. J Name and address of each .harehold~ Under prtrr91G6s of penury, we declare that we consent t. shareholder', spouse having a community to the election of the above-named corporation to be an Stock owned property Irterest in the corporation's S corporeUon under section 1362(a) and that w9 have stock; and each tenant in common, iomt examined this consent statement, induding M Social eacuriiy tenant, and tenant ay the entirety. (i+ accompanying schedules and statements, and to the ~ number or employer husband and wile (and their estates) ere best or our knowledge and belief, i[ la true, correct, and identification number counted as one shareholder in complete. We understand our consent is binding and Number Dates (sae instructlonsj determining the number of shareholders may not be withdrawn after the corparatian has matla ~ of Shams acquired without regard to the manner in which the valid election. (Shareholders sign and date b61ow,) stock is owned,) _`„Slanature Date ~~~- ~~~~ /Fb ' I ~/-29~3 N Shara- holtler's tax year ends (month and day) r~-31