STATE OF ALABAMA } COUNTY OF JEFFERSON } AGREEMENT BETWEEN THE BOARD OF TRUSTEES OF THE UNIVERSITY OF ALABAMA AT BIRMINGHAM THE CITY OF BIRMINGHAM AND BIRMINGHAM PARK AND RECREATION BOARD THIS AGREEMENT, made this day of ,2014 by and between the Board of Trustees of The University of Alabama at Birmingham (hereinafter “UAB”), the City of Birmingham (hereinafter “City”), and the Birmingham Park and Recreation Board, (hereinafter “Park Board”) each by its respective duly authorized officers and agents: WITNESS E T H Now therefore, in consideration of the mutual undertakings and benefits accruing to them, the parties hereby agree as follows: 1. DEFINITIONS A, The Board of Trustees for University of Alabama at Birmingham, a public educational institution of the State of Alabama, shall be referred to hereafter as UAB, B. The City of Birmingham, Alabama, a Municipal Corporation of the Stare of Alaoama shall be referred to hereafter as City. C. The Park and Recreation Board of the City of Birmingham is a duly constituted park and recreation board, organized pursuant to the raws of the State of Alabama, and shall nereinafter be referred to as the Park Board. C. fhe Legion Field and Stadiom, an athletic facility located within the city limits of Birmingham, governed by he Park Board and shall hereInafter be referred to as Legion Freid. II. DURATION OF AGREEMENT This Agreement shall have effect for a period of one (i year beginning at the start of UAR’s 2O4 footbal_ season Joly 21, 2014) and ending at the conclusion of DAB’s 2014 football season (December 15, 2014 Fxecuton Copy 07 16 14 I
Transcript
STATE OF ALABAMA }
COUNTY OF JEFFERSON }
AGREEMENT BETWEENTHE BOARD OF TRUSTEES OF THE UNIVERSITY OF ALABAMA AT BIRMINGHAMTHE CITY OF BIRMINGHAM AND BIRMINGHAM PARK AND RECREATION BOARD
THIS AGREEMENT, made this day of
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,2014 byand between the Board of Trustees of The University of Alabama atBirmingham (hereinafter “UAB”), the City of Birmingham (hereinafter“City”), and the Birmingham Park and Recreation Board, (hereinafter“Park Board”) each by its respective duly authorized officers andagents:
WITNESS E T H
Now therefore, in consideration of the mutual undertakings andbenefits accruing to them, the parties hereby agree as follows:
1. DEFINITIONS
A, The Board of Trustees for University of Alabama atBirmingham, a public educational institution of theState of Alabama, shall be referred to hereafter asUAB,
B. The City of Birmingham, Alabama, a MunicipalCorporation of the Stare of Alaoama shall be referred tohereafter as City.
C. The Park and Recreation Board of the City ofBirmingham is a duly constituted park and recreationboard, organized pursuant to the raws of the State ofAlabama, and shall nereinafter be referred to as thePark Board.
C. fhe Legion Field and Stadiom, an athletic facilitylocated within the city limits of Birmingham, governed byhe Park Board and shall hereInafter be referred to asLegion Freid.
II. DURATION OF AGREEMENT
This Agreement shall have effect for a period of one (iyear beginning at the start of UAR’s 2O4 footbal_ seasonJoly 21, 2014) and ending at the conclusion of DAB’s 2014
football season (December 15, 2014
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III, TERMS AND CONDITIONS
DAB promises to schedule all home NCAB football games atLegion Field, and the Park Board agrees to permit the playing ofthe football games during the term of this Agreement upon thefollowing terms and conditions:
A. Scheduling Procedure
1. Prior to August 1 during the term of this Agreement, DABshall submit to the Park Board, in writing, its request for gamedates during the ensuing football season for play at Legion Field.
2, The Park Board shall not unduly delay acting to approveor deny the requested dates; and the Director shall notify DAB of thePark Board’s decisions. Such decisions shall be communicated to DABwithin 60 days of receipt of a request to schedule dates.
3. The Park Board understands and agrees that it has amutually beneficial relationship with DAB and other NCAB schools.DAB and the Park Board understand and agree that the Park Boardhas other annual tenants who, because of long and mutuallybeneficial relationships with the Park Board, are entitled topreferential scheduling of football games at Legion Field. DABagrees to make every reasonable effort tm comply with the ParkBoard’s desire to provide preferential scheduling to suchtenants including rescheduling home games if necessary.
B. Tickets,
1, it is understood that DAB shall be responsible forprinting all tickets, press box passes, worker’s passes, andsideline passes at their expense and such tickets and passes asrequired shall be furnished to the Park Board at least seven (7)days prior to the game day, It is understood that a quantity oftickets may be furnished by DAB to the Park Board for sale to thepublic, the proceeds of which shall be paid, in full, to DAB as directedby DAB,
2. Stadium Certificate. DAB acknowledges that the ParkBoard has certain obligations to stadimm certificate holders andshall furnish tickets for sale to persons in this preferred categoryin Lhe following sections and quantities:
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Current Sect icos Z0 and 11 2,000
Current Sections 33 and 34 2,000
Rows 59 through 70 in the Northhalf of Sections 9,10, and 11 and
the South half of Section 12 1,148
Total 5,148
NAB agrees to Ournish said tickets to the Perk Board as early as
is converrientlu possible prior to the football season. It is
understood that the Park Board shall oe reseonsible to CAd for
the sale or return of such tickets and a full accounting thereof,
at no expense to NAB.
It is understood that the Park Board shall return to CAB
all revenue from tickets to stadium certificate holders as well as
all unsold tickets in this category following the expiration of
the stadium certificate holders time limit, seven (7) days prior
to game date for West Stand certificate tickets in Sections 10 and 11;
and thirty (30) days prior to game date for West Stand Expansion
certificate tickets in Sections 9, 10, Il, and 12 (Rows 59—70
inclusive arid East Stand certificate tickets in Sections 33 and
34, if so instructed by CAB.
It is understood that the Park Board shall orcv ide the
sales oat_o, tdluet cersoe, a3 sa tsaclis rcces
and procedures ffor the sale of tickets within thus category.
3. Complentary Tickets. CAB shall furnish the Park Board
with: (1) fifty (50) complimentary tickets per game to be located
in Section 10 and 11, and (2) (45) complimentary tickets for the
skyboxes designated for the Mayor, Council, and Park Board, The
Park Board may distribute complimentary tickets at its
discretion in accordance with the Park Board ticket
distribution policy, which the Park FoarO reoresents, comolies
with State of Alabama ethics laws.
4. Game Day Gate Ticket Sales. Any tickets remaining
unsold by game •day may ie sold by ticket sellers prcvrded by the
Park Board on the day of the game at Legion lucId.
5. Post Game Ticket Settlement. Within five (5’ days after
the game date, all unsold tickets shall he returned by the Park Board
to CAB. Within ten (10) days after the game date, the Park Board
shall remit to NAB the full amount of the ticket sale proceeds,
accorpanied by a detailed statement of tickets received, sold, and
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returned, less the sen percent lOi rental charge or $lO,000.Th,whichever is greater.
6. Ticket Stubs. The Park Board shall retain all ticketstubs for a period of five years from the game date. PAB orotner authorized state and local officials shall have the opportunityto examine and inspect sad stubs during reasonable business hours.
7. President’s Boxes. It is understood the areas in theBest and East Stands at Legion Field currently designated as theThresident’s Boxes” shall be solely under the control of CAB whichmay distribute seating tickets in the President’s Boxes at theirdiscretion.
8. Ticket Sales Price. Noiwitostanding any otherprovision of this Agreement to the contrary, tne Park Board agreesthat it shall not sell any tickets for any amnent other than thesales price printed thereon.
9. Purchase of Tickets. The City of BIrmingham shall forCAB’s 2014 football season purchase from CAB 5,000 season ticketsfor CAB follba±l games at Legion Field during CAB’s 2014 footballseason a a cost not exceeding Iwo hundred Twenty Five Thousand and70/100 ($225,00U,Th) For tre 2014 year. JAB shall print and deliversucn tickets to a location prescribed by the Mayor of City. CABshall provide an invoice for suh tickets. Notwitlltanding theforegoing, CAB acknowledges that the City’s payment for the 2014football season ticklls shall be paid in arrears.
C. Compensation.
I. The Park Board stall be compensated iCr the use ofLegior Field by JAB for football games at the rental rate of tenpercert (10-) of tne gross ticket sale receipts, after deduction ofsales taxes, or $lO,CTh.00, whichever is greater, plus an arount foreach skybox used as follows:$l,500.00 fr the 300 seat skybox;S1,0D.OD for the 200 seat skybox; and $250.00 for each 28 seatskybox; or an amount equal to twenty percent 20 of anyrevenue generated from the lease of skyboxes and suites, whicheveris grearer. In adoitior CAB may choose tr furnish one 28 seatskybox each to the visiting athletic director and the visitingoach for their invited guests at no cost.
2. It is understood that the gross ticket sale receiptsshall not include season ticket sales to the City of BIrmingham,unsold tickets or complimentary tickets of any type.
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D. Acts of God, etc.
heither parr shall he responsible for an; performance unoerLois Agremert when prevermed tram doing so by an At of Pod, war,
riot, catustrophe, aeather otenomenor, .r any otner segitimateronritior beyorii the concrc of either party. If sch acts orconditions occur, nethe parry shall be liable for any damagewhich the other party may suffer,
E. Canceled or Postponed Games.
in the vert that it is necessary thaS a gaiae oe canceled due tor u: strces as ses out io Section 0, hereinabove, notice shall be
given to the other party as soon as is practiable.
it is unoerstood that the Park Board cdy retain revenue torefund all tickets sold by che Park Board, proiding said tickets
ae presented by the purchaser to the Park Board’s office within thirty
(30 cays following the date of a canceled or postponed game.
Alternatively, the Park Board may remit all picket funds to SAB who
she_I they be resoonsibe for all refunds.
F. Concessions.
The Park Board retains tne right to all concessions and
novelty proceeds generated inside legion Freid and on the groundsoutside. It is understood, howerer, that UAB shaf haie the right to
all proceeds from the sale of game programs wherever sold,
proVided such programs ae designed, wrtten, prirted, and sold, at
tAB’s expense.
G. Parking.
The Park Board shall be entit±ed to all proceeds for parking
fees on Legior Field grounds. ihe Park Board shall furnish tAB with
300 parking passes to the “OfficIals Parkino Lot”. tAB may
dispense said passes at its discretion. Tb’ Park Board shall also
furnish parking passes to tne “Officials Parking Lot” to iarious
media personnel suggested by tAB. A list of such media personnel
shall be furnisheo o the Parr Board bp the Sports Information
Office of tAB.
Buses used by tAB ann opponent fo their teams and bands shall
be afforded fre parking. Team buses shall be allowed to parkinside the stadaum ineoietely adjacent to the “Co_lege Dressing
Rooms.” Band buses shall park in the area designated for band
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se s.
I. Ls derstood rhao he “Stadium Employee Parking Lot” onone Zamion Field gram .ds shall be used to park stadium employees’vehicles and fur canons law enforcement agencies serving theStaoiurt.
it is understood that toe Park Board shall nave total discretion
in the settirg of parking fees for the var:ous locations of theLecion Field area. This shall not include the “Official’s Parking
Zoo” nor “Emolovee Parkina Zoo”, whicr, shalj be free of
Inc Park Board shall hear the fill expense for the prinoine ofparoing :iceeos anc paking passes.
H. Dressing Rooms.
UAB and opponent shall nave full use and control of thedesLgnared “ColThge Pressing Rooms” (adequate space for eighty (80)piayeos to dress in each damssing room) and the dressing roomego Lnamnt on the gaix.e ar d practice Oate s and JAB shall vacate theJressino room im.meilatel following ode game Leaving same in goo’d:rder. LAB shal seect a oollege oressing room and its onponent
shall have the free ame of the other dressing room.
I. Practice.
LAB and opponent may haam the ise of Legion Fielo doning postn ont ice on tie day preceoiro the game date for the purpose ofpracriam if the fild is available and sich practice would not, rnthe opinion of the Park Board Director, cause narm or substantialdanape to toe turf. Ohe home tear srall nave preference whenscheduling times. Scheduling for the practice sessions snail bearranged and ccordnatet throooh the Pare Boaro’ s Director.
J. Equipment.
Ide Park soarS shal sunoly the osna Legion Field football
oaraonernali and equroment inoludinp, hut not imlted to, adeate
ligh:ing for night: games, goal posts, onain and dosnmarkerequipment, ream benches, telephone equipment, and field mareings in
accordance with one rrles and regulations of the National
Collegiate Athletic Association and the LAB conference, It isunderstood that the equipment supplied by the Park Board shallrot include sideline heating or cooling devices nor any team equipmentor indioidna. olaper eooriomer.t.l\cCUtOh1 (p 6’ 6
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K. UAB Control.
Is il unders:ood that DAB shall have control over the playingile i, sidelines arc cress box, excepr for the “PA Room” and spacedesonated for Mayor, Council, Park Board, ano their guests durIngtoe game. The Park Board Director shall haee concrol of the ParkBoart Drrector’s room/Radio room, “P.A. Room”, and “ComputerBoom” and all seats within said rooms. The Park Board Directorcay issue twelve 12 All Access visitors’ and/or workers’pases at nis discretion.
L, Personnel.
The Park Board shall provide, at no expense so DAB, allnecessary stadium workers, other than game officials. The ParkBoard shall supply any needed or required ushers, ticket sellers,ticket takers, police offcers, and first aid personnel. DABsnall pai the cost of police officers hired by the Park Board,sail amount not to exceed 11,000.00 per game.
M, Re-Negotiation and Modification.
Is is understod mat the parties nereto may bp mutualconsenc re-negotiate, modify, alter, and/or amend this Agreement,in srrting, in order tc adapt to changed cirsumstance.
N. Televised Games.
Is, thc event that a partrcular ftball game is to beteL vsed, ile Park Board shall famish the appropriate spaceard facilities I r the temevisror equipment Lnside Legion Bield.The Park Board shali nrc be required to furnlsi the televisioneronnel nor supporting persnnel with foil or refreshments.Legion Field supervisory personne sha 1 rake themselves availableto consult wish the television people in ragard to telecasts.
0. Press Box.
Dil sfal fsrris tIe Pork Board rith an adequate rumber of pressbox passes fr the Park Board’s worwing personnel in the pressbox area.
P. Kick Off Time.
DAB shali be responsible for setting the kick off rime, theofficIaL ime frr tIe game-to begin, and shalt publicize the kick0\ecuton Cop 07 16 14
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off time.
Q. Team Physicians.
[JAB and opponent shall furnish their own team physicians, but mayavail themselves of any available stadium medical services andfacilities if needed.
R, Activities/Marching Band.
All pre-game, during the game, half time, and post-gameactivities shall be subject to the approval of the Park Board andits Director.
S. Public Address Announcements/Advertising.
All public address announcements and all stadiumadvertising before, during or after the game shall be under thecontrol and discretion of the Park Board and any fees received shallbe the property of the Park Board.
T. Double Headers.
The Park Board and [JAB mutually agree that the scheduling oftwo football games on a given day, a double header is undesirable, Assuch, the parties hereto shall strive to avoid the scheduling ofdouble headers at Legion Field.
In the event that a double header is scheduled, the Park Boardand [JAB agree that there shall be a minimum of three hours thirtyminutes (3:30) between the end of the first game and the commencementof the second game.
U. Worker’s Badges.
[JAB shall provide the Park Board with worker’s badges and allpersonnel working at Legion Field shall wear such a badge. Policeofficers, ushers, concession workers and. other personnel easilyidentifiable by appropriate uniform shall be exempt from worker1sbadge reguirements.
W. Applicable Laws.
it is understood that this Agreement shall be interpretedin accordance with the laws of the State of Alabama. [JAB andopponent shall abide by all Federal, State and local laws andordinances. Neither party shall discriminate on the basis of race,Execution Copy 07 6 14
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creec, col:r, sex, natronal origin, religion, age, or physical
iaui car in The execution of this A2reerrent.
X. No Assignment.
The riglis granted either parry under thli Agreemeor ma rof be
assigned absent The express wrItten consent li the duly
authorized agent of •the other party.
Y. Execution Warranty.
The reoresertatlie of PAB, in execotirig this Aqreerrent,
warraros that he signs as properly auThorIzed representative of
Los: icuocons, and do coo asscrt:e any persocar iiabiliov forceec LnO ore - mrs cci corditions of this Agreemec:. The
representative of Lne Orty of Birmingnam, in exec tiog thisAgreement, varrants that ne signs as a proper v authorizedrepresentative of the City, and does not assume any liability
for meeting the terms and conditions if this Agreement, The
represenoative of the Park Board, in executing this Agreement, warrants
that he signs as a proerLy auttorized representative of the Park
Buard, and does nec asscne any personal liabiJ Thy for meeting the
cams arc conditi-es of This Pgreecezo.
Z. Contract Compliance.
j: is areed onac air:ors reeresectlng the Cloy of
Birminghao will have free access at reasonable tImes during
normal business hours Th ali hooks and records maintained by dAB
ref r ive c this Agreement and to all receipts constituting
gross reeJpts, profirs, panents and expenses concerning this
AgrrmnL. The ity of Birmrngham’s internal Audit and Cortract
Cocpline vision or the Ma’or’ s Office stall haoe the righo
I ) con Loot 0_s Aoccer t for compliance thro lid its duration.
This movis. or shaL I sarcLn’e The temmlna:ior. or canceli aoion of
this Agreemenc.
. Subject Matter.
ide s ojeco matter of :his Agreement is unigue and there can beno substtuted perThrmarce without so dlitionaL wlitten
agreemeno signed by all parties.
BB. Binding Date.
This Agreerreno shall not be binding until signed by all
paroles reseco.r \CCUI OH roe i 6 1-1
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CC. Notices.
All notices regarding the subject matter of this Aqreementshall be sent to the fol1.owing persons:
To the City of Birmingham:
Office of the City ClerkCity of Birmingham710 — 2O Street North300 City hailBirmingham, AL 35203
To the Park Board:
Office of the DirectorBirmingham Park and Recreation Board400 Graymont Avenue, WestBirmingham, Alabama 35204
To UAB:
Office of the PresidentUniversity of Alabtma at Birmingham1070 Athdnistration BuildingBirmingham, Alabama 35294
With a copies to:
University CounselThe University of Alabama at Birmingham1720 2nd Ave. South, AS 820Birmingham, AL 35294-0108
University of Alabama at BirminghamOffice of Real EstateAB 3301720 2nd Ave. SouthBirmingham, AL 35294-0103
DD. Insurance.
UAB shall at all times during the term hereof, carryliability insurance with limits of not less than $1,000,000 asmay he amended from time to time. UAB shall maintain saidliability insurance coverage in full force and effect during theExecution Copy 07 16 14
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oLe Li ense Aereement. it is urerstood irS acireen byon tic;, e-:er, :hat in lieu ci r.azao onscrence, LASaainza ins self—f dci liabalicy Orisa. Bflar-e c/b s ioerseLeo mccc commas e0:e:tive, and each veer nat this LicenseAgreament os in effem, LAS xiii provide a cerniticace o oneCf/boo of the Ccv Clerk. evidencing coveraco crier ne Trosa cciLAB rurther aerees to provide chirty (30) days wrciten notice oftermination of the Trust. Further, as a condition of thislrceose, LAB agrees to require any and aLl of irs agents orcoc cart rs eio perform wor1e inside Legion field t’ add both LABand tne Ci.ty a aflitional insured’s on the ageno’s orcontrocto’s Genera1 Liabli/ty Policies in an amount not lessthan $l,00C.,000.
LAB shall me respcnsiole for any and a/b l:abiiicyresci ring fiom rhe acas and/or omissions of ts empJovees,officers. cfirecnnrs, agenos and contracccrs. The C/bc, ParS
1 1 1’ — - — — -- — 1 -P - — - - 1 - - 0 —----- -1--raofrom tOe acts and/or omissIons of the amer par/b’s employees,officers, direchors, agents and contractors. TLe City is notautrorized to a/b does not indemnify, hold harmess, and cannotdefend LAO or any c/bid parry for any liabi±itp char may resultiron activities mdci this License Agreement.
EE. Right to Deduct.
LAS acinocleoaes arid a erees char oLe 0ir fis oLe cight codecor iron the con/b amoco: of consideration to me paid, if.nc, to filL crier chis Aereerrent all one/bc, hel±neoerc, orcoeroca license flea, taxes, fines, penalties and corer amcun:sdoe i/c EL or 115.
FF, Construction and Severability.
If any provision of this Agreement is derrmlned to beinvalid or illegal by a court of competert urisoict/bn, thisAqreemnt shall remain valid as if such prr7lso m had not been
onacned mheccr unless moe omissimo -f soon croc sonchances he a obsoance of rhos Agreement as a -fir-Ce.
GG. No Waiver.
Fimner parri-’s delay i-i enforcing or exercisinp or failure:0 enrormo or exercise any provision of this Agreemeno or rigrtsexstirg hereander shall not in any way be construed as orconctituce a w/bver of any such provision or rignt, or preventtha( parmo hereaftr from enforcing each arc emory other1ecuton (opy (0 16
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pro-risjn 00 right of Ohis A5reeroen Any express waiver of an\’
ohlatjor. By Cler paroy in any one ±0S shall not limit
or waiver in any Dth ins oance
Neoohec party shall have tre Power or authority to cbli5ate
Ohe char party in any manner beyond the terms of this
Aqreemeflb
II.
Nejther ts nor its employees are considered to be
employees f the City of Birmingham for any Purpose wnatscever
dAB Is D05ICere0 as an independent Contracfror at all tomes in
t performance of the Services descrioej In this Agreepe0
JAB furher agrees hat neither he nor its employees are
entitleJ to any benefits from the City under ho provisons of
the horkers’ Composatis Act of the State r A0abama or to any
of the benefits prante to employees of cia Coty unoer the
provIsions of the herj System as now enacted or hereafter
amended.
The City and JAB egree that Oaioher thhs Agreero Por any
act of JAB or of toe City shall he deemef or construeJ by either
of he parti as c by ttliro persons to create any ralafo0ship of
Doinoipa’ and anent, or f a limited or a generaj Cartoership
or of a loint 7entare, or f any association or relat onshr0
between the Jiti, Park Booro and JAB other roan as set forto
here:n the City, lark Board, nor r;pshah nave the right to
makc any repres01005 for •or on behajt ci the onher. This
Aoreent s n 7nterded to give or confer an1 benefits,
rig7rs, Privihoes claims actions or remedies t any persor, or
Cototy as a third Party oeneficiary or other’ise
KK.Djsadvat
CIt7 of Birmirghom Ordinance Numoer 07-22; reads as
follo,s: ‘The City of BLrmingham shall include written languace
in all Request for Proposals (Rh’s) and Contracts Cncouragioe
minority arc wocco oxoed busi7!e55 participatjo8 As a maLter of
pucc polio7, the City of Birmingham agrees to make
cPPrtunoties available to the maximum extent Possible, to
actively include historically Underutilized Business Enterprises
\jt,j COp 07 6 nhue’5 suo as architectural firms, engineering firms,
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investment bankng firms, other professional oonsultant ser’ices
crvloers, and constr’scojon contractors as part of hosiness,
econ mic and oonmnltv revitalization programs.”
lA arnowlaoges and aerees that, cons_shoot qith federal
law aol ths guI_ic ollov of the City, he a;11 his flro will
enrourage ol sadantaged onsiness enterprise DBE participatIon
to the maximum extent nernitted by law. A “disadvantaged
business enterprise” is a for—profit small business concern (i)
at leas: 51% owred by one or wore inoi-iodoals who are both
socially and economically disadvantage or, in the case of a
corporation, in wh:cn 51i_ of the stock is osnod by one or more
suoh individua_s; and whose management nd daily business
opesatiuns ar ronorolled ty one or mre of rho sooially and
coromioalr1 disaivantaged individuals mo wn it. in
accordanre with raderal law, a “soc_all rod economicall
