state settlement motion ex.a...2018/05/30 · pay grm to search all student boxes located at grm...

Exhibit 1

[Global Settlement Agreement]

Case 16-07207-JMC-7A Doc 2559-1 Filed 05/30/18 EOD 05/30/18 15:44:37 Pg 1 of 29

SETTLEMENT AGREEMENT

This settlement agreement dated as of the 12th day of April, 2018 (the “Settlement Agreement”) is entered into by and among Deborah J. Caruso, Esq., chapter 7 trustee (the “Trustee”) of ITT Educational Services, Inc., et al, (the “Debtors” or “ITT”) and the Texas Higher Education Coordinating Board; the Maryland Higher Education Commission; the California Department of Consumer Affairs, Bureau for Private Postsecondary Education; the Missouri Department of Higher Education; the Massachusetts Department of Higher Education; Florida’s Commission for Independent Education; the Private School Licensure Division, Alabama Community College System; the New York State Education Department; the New York State Attorney General’s Office; and the Board of Governors for the University of North Carolina (collectively, the “Mediating States”). The Trustee and the Mediating States (collectively, the “Parties”) state as follows:

WHEREAS, the Debtors filed voluntary petitions for relief under chapter 7 of the Bankruptcy Code on September 16, 2016 (the “Petition Date”), and the Trustee became the case Trustee in each of the Debtors’ cases following the conclusion of the first meeting of creditors on November 1, 2016.

WHEREAS, prior to the Petition Date, the Debtors were engaged in the for-profit enterprise of providing postsecondary degree programs at 137 campus locations in thirty-nine states and through online services.

WHEREAS, in the exercise of her duties as case trustee, since the Petition Date, the Trustee has taken possession of more than 77,000 boxes of documents from the Debtors’ locations around the country, which documents are presently stored in a warehouse maintained by GRM Information Management Services, Inc. (“GRM”) in Indianapolis, Indiana. The documents contain multiple types of records including, inter alia, student academic records and transcripts (collectively, the “Academic Transcripts”).

WHEREAS, various state and federal regulators, including representatives of the Mediating States, have requested access to, or possession of, the Academic Transcripts and have expressed concern that the Academic Transcripts remain available to the Debtors’ former students.

WHEREAS, Academic Transcripts from 2001 and thereafter are available, by request and subject to applicable terms, fees and conditions, online through third-party vendor Parchment Inc. (“Parchment”).

WHEREAS the Trustee filed the Trustee’s Motion to Establish Certain Protocols and Procedures for Requesting Documents on February 20, 2017 [Doc 1268] (the “Protocol Motion”), seeking to establish protocols for the access to, and ultimately destruction of, the documents located at GRM, including the Academic Transcripts.

WHEREAS, several parties, including the Mediating States, filed objections and responses to the Protocol Motion [Docs 1341 and 1365] (collectively, the “Objections”).


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WHEREAS the Trustee, together with her counsel, and representatives of the Mediating States participated in an agreed mediation on October 26, 2017 at the offices of the Court-appointed mediator, Hon. Melanie L. Cyganowski (Ret.). The mediation and subsequent continued settlement discussions have resulted in an agreement between the Parties (1) to fully resolve the Protocol Motion and all objections and responses thereto, including the Objections, and (2) to provide Debtors’ former students access to their Academic Transcripts.

WHEREAS subsequent to the mediation, the Trustee was able to locate electronic copies of certain Academic Transcripts on a legacy system known as the “IRIS System” ranging the time period between 1992 and 2001 (the “IRIS Documents”).

WHEREAS, the Trustee believes the IRIS Documents contain the vast majority of Academic Transcripts from all of the Debtors’ campuses for the time period between 1992 and 2001 and, therefore, the Trustee has designated campuses which began operations in or after 1992 as “Complete Record Campuses.”

WHEREAS, the terms of this Settlement Agreement constitute the Parties’ settlement, which will be further effectuated by a motion pursuant to Bankruptcy Rule 9019 (“Rule 9019 Motion”), which shall be filed within five (5) business days of the execution of this Settlement Agreement by all Parties.

WHEREAS, the timing of the disposition and ultimate destruction of the documents located at GRM is addressed in the Trustee’s Motion for Entry of an Order (A) Approving a Settlement Between the Trustee and the Mediating States, (B) Approving a Settlement Between the Trustee and the Maryland Higher Education Commission and the Board of Governors of the University of North Carolina, (C) Approving the Destruction of Documents, and (D) Granting Related Relief, at paragraph 23.

NOW, THEREFORE, in consideration of the foregoing recitals and recitations and of the conditions and agreements set forth below, the Parties agree as follows:

1. The Trustee and the States agree that the settlement will fully resolve and be in lieu of any determination or ruling by the Court of the outstanding issues set forth in the pending Protocol Motion, without any Party admitting or denying any of the allegations made by the respective Parties. The Settlement Order (as defined herein) shall include a provision vacating, upon the Settlement Order becoming final and not subject to appeal, the interim order pertaining to the Protocol Motion [Doc 1490] to the extent such interim order relates to individual students obtaining Academic Transcripts from GRM.

2. Upon entry of the order approving the Settlement Agreement (the “Settlement Order”) and the Settlement Order becoming final and not subject to appeal, the Texas Higher Education Coordinating Board shall dismiss with prejudice its pending adversary proceeding, Adv. Pro. No. 17-50080 (Bankr. S.D. Ind.).

3. The Trustee shall not take any action that would hinder or prevent Parchment from continuing to provide, subject to its applicable terms, conditions and fees, access to academic transcripts from 2001 and thereafter.


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4. With respect to the pre-2001 Academic Transcripts available from IRIS Documents (the “Non-Parchment Transcripts”), if any, the Trustee shall copy the Non-Parchment Transcripts available from the IRIS Documents from (a) each campus listed on Exhibit A hereto within each State (as defined herein) and (b) each campus located in the State of Indiana (collectively, the “Complete Record Campuses”)1 onto an encrypted flash drive in a searchable PDF format (each a “Complete Record Drive”)2 and deliver such drive to its respective State regulatory authority (each a “State”) within 60 days of entry of the Settlement Order. Delivery shall be by Federal Express, UPS or other overnight carrier. At each State’s sole prior election, the Trustee shall also contemporaneously deliver a copy of such State’s Complete Record Drive to Parchment.

5. Delivery to a respective State (with a copy to Parchment, as applicable) of such State’s Complete Record Drive shall relieve the Trustee, the Debtors’ estates, and GRM from any further obligation to search documents from such State’s Complete Record Campuses; provided, however, such relief is without prejudice to any State to request the Court, by separate motion brought within ninety (90) days of delivery of such flash drive to require the Trustee to search the documents from a Complete Record Campus located in such State if the State is not satisfied that the IRIS Documents contain the majority of Non-Parchment Transcripts from such campus. The Trustee retains all rights and defenses with respect to any such motion.

6. With respect to (a) non-Complete Record Campuses, including those listed on Exhibit B hereto, and (b) Complete Record Campuses for which the copying described in paragraph 4 fails for any reason (collectively, the “Incomplete Campuses”), the Trustee agrees to pay GRM to search all student boxes located at GRM obtained from ITT’s campuses, except those from the State of Indiana,3 in order to locate “academic transcripts,” as determined by GRM, and to digitize such academic transcripts (the “Digitized Transcripts”). The cost of this search and subsequent destruction of the academic transcripts after digitization (by shredding) is anticipated to be approximately $500,000, which cost shall be borne entirely by the Debtors’ estates.

7. The Trustee shall request GRM to commence the review and digitization process within 5 days of entry of the Settlement Order and shall use reasonable best efforts to ensure completion thereof within 210 days thereafter.

8. Following completion of the digitization of Academic Transcripts, as applicable, with respect to each State, within 60 days, the Trustee shall copy the Digitized Transcripts from

1 The Trustee shall also provide to the State of Indiana the standalone computer of academic

transcripts for its Indiana campuses, which was maintained by the registrar for the Debtors’ Indiana campuses.

2 Each Complete Record Drive shall use the following naming convention (the “Naming Convention”):

<FirstName>_NULL_<LastName>_NULL_NULL_<Last4SSN>_<GradYear>.pdf. 3 Except as otherwise provided herein, academic transcripts from ITT’s Indiana campuses are

not addressed by this Settlement Agreement.


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each Incomplete Campus within each State onto a single encrypted flash drive and deliver each such drive to its respective State. Delivery shall be by Federal Express, UPS or other overnight carrier. Absent contrary agreement between a respective State, GRM and the Trustee, the Digitized Transcripts shall be in searchable PDF format and shall use the Naming Convention. At each State’s sole prior election, the Trustee shall also contemporaneously deliver a copy of its flash drive to Parchment.

9. Upon delivery of the Digitized Transcripts to the States, the Trustee shall be relieved of any further responsibility to provide transcripts to the Debtors’ former students and each State will assume responsibility, in accordance with each’s State’s applicable laws, if any, for providing transcripts (to the extent available) to its respective students upon written request.

10. Upon delivery of the Digitized Transcripts to the States, GRM shall be relieved of any responsibilities for responding to inquiries from the Debtors’ former students and further inquiries from such students shall be directed by GRM or the Trustee to the respective State or Parchment as applicable.

11. To the extent that an Academic Transcript cannot be found for an individual ITT student, then the State at its sole discretion may endeavor to assist such student by providing the student a form letter advising the student that his or her Academic Transcript cannot be located due to no fault of the student, in an effort to explain the reasons for the lack of availability of a given transcript.

12. As part of the Rule 9019 Motion, the Trustee shall seek authority to enter into the supplemental agreement with the Maryland Higher Education Commission and the Board of Governors of the University of North Carolina, a copy of which is attached hereto as Exhibit C.

13. This settlement is in full resolution of all objections raised to the Protocol Motion. The Trustee, on behalf of the Debtors’ estates, hereby releases the States of all claims the Debtors’ estates may have against each State, including, but not limited to, surcharge claims under 11 U.S.C. § 506(c). Each State hereby releases the Debtors, their estates, the Trustee, and the Trustee’s professionals with respect to any claims relating to the Protocol Motion. Any other claims asserted by States against the Debtors’ estates unrelated to the Protocol Motion are expressly reserved, with all sides expressly reserving their claims, defenses, and objections.

14. Nothing herein shall release or discharge any surety of the States, including, but not limited to, Westchester Fire Insurance Company, or any obligation any such surety may have in connection with the Protocol Motion.

15. Notice of the Rule 9019 Motion shall be served on: (a) all States (ATTN: Office of General Counsel) in which ITT maintained campuses and (b), with respect to the non-Mediating States, the Office of the Attorney General for that State. The benefits of this settlement shall enure to the benefit of and, in accordance with applicable bankruptcy law, shall bind all states in which ITT maintained campuses, and the Settlement Order shall so provide.

16. This Settlement Agreement shall be effective and binding upon the Trustee, the Debtors’ estates and the Mediating States upon the Settlement Order becoming final and not subject to appeal.


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17. No provision of or rights under this Settlement Agreement may be waived or modified unless in writing and signed by the party whose rights are thereby waived or modified. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein (whether similar or not), nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided. This Settlement Agreement may not be amended except through an instrument in writing signed by the Trustee and Mediating States.

18. This Settlement Agreement, inclusive of the exhibits attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter of this Settlement Agreement, and supersedes all other prior negotiations, agreements and understandings, whether written or oral, between the Parties with respect to the subject matter of this Settlement Agreement. Each Party acknowledges and represents that it has not executed this Settlement Agreement in reliance upon any promise, representation, or warranty whatsoever that is not expressly set forth in this Settlement Agreement.

19. The Trustee and the Mediating States shall cooperate with each other in good faith in respect of matters concerning the implementation and consummation of this Settlement Agreement.

20. This Settlement Agreement may be terminated only by mutual agreement in writing between the Trustee and the Mediating States.

21. In the event that this Settlement Agreement is not approved by the Court or is terminated, nothing in this Settlement Agreement shall be construed as a waiver by any party hereto of any or all of such party’s rights, remedies, claims, or defenses, and the parties hereto expressly reserve any and all of their respective rights, remedies, claims, and defenses.

22. This Settlement Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

23. The Settlement Order shall contain a provision that the Court shall retain jurisdiction to interpret, implement and enforce the terms of the Settlement Order.

[Signatures Follow on Next Page]


KEN PAXTON Attorney General of Texas JEFFREY C. MATEER First Assistant Attorney General BRANTLEY STARR Deputy First Assistant Attorney General JAMES E. DAVIS Deputy Attorney General for Civil Litigation RONALD R. DEL VENTO Assistant Attorney General Chief, Bankruptcy & Collections Division /s/ Hal F. Morris Hal F. Morris* Texas State Bar No. 14485410 Ashley F. Bartram Texas State Bar No. 24045883 Bankruptcy & Collections Division P. O. Box 12548 Austin, Texas 78711-2548 P: (512) 475-2173/F: (512) 936-1409 [email protected] [email protected] ATTORNEYS FOR THE TEXAS HIGHER EDUCATION COORDINATING BOARD * Motion to Appear pro hac vice granted at Dkt. 18


Exhibit A

Complete Record Campuses


Complete Record Campuses

1. Alabama (all campuses)

2. Arizona (Phoenix (Central) and Phoenix (West) campuses)

3. Arkansas (all campuses)

4. California (Clovis, Concord, Corona, Culver City, Lathrop, Oakland, Oxnard, and Vista campuses)

5. Colorado (Aurora campus)

6. Florida (Bradenton, Deerfield Beach, Fort Myers, Hialeah (Miami), Orlando, Pensacola, St. Petersburg, Tallahassee, and West Palm Beach campuses)

7. Illinois (Chicago, Oak Brook, and Springfield campuses)

8. Kentucky (all campuses)

9. Louisiana (all campuses)

10. Maryland (all campuses)

11. Massachusetts (Wilmington (Woburn) campus)

12. Michigan (Canton, Dearborn, Flint (Swartz Creek), Southfield, and Grand Rapids campuses)

13. Missouri (Arnold, Kansas City, and Springfield campuses)

14. Nevada (all campuses)

15. New Jersey (all campuses)

16. New York (all campuses)

17. North Carolina (all campuses)

18. Ohio (Akron, Columbus, Hilliard, Maumee, Norwood, Strongsville, Warrensville Heights, and West Chester campuses)

19. Oklahoma (all campuses)

20. Oregon (Salem campus)

21. Pennsylvania (all campuses)

22. South Carolina (all campuses)


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23. Tennessee (Chattanooga, Memphis (Cordova), Johnson City, and Nashville campuses)

24. Texas (DeSoto, Richardson, San Antonio (East), Waco, and Houston South campuses)

25. Virginia (Northern VA (Chantilly), Richmond, Salem, and Northern VA (Springfield) campuses)

26. Washington (Everett campus)

27. West Virginia (all campuses)

28. Wisconsin (Madison and Germantown campuses)


Exhibit B

Non-Complete Record Campuses


Non-Complete Record Campuses

1. Arizona (Phoenix (East-Tempe) and Tucson campuses)

2. California (National City (San Diego), Orange, Rancho Cordova (Sacramento), San Bernardino, San Dimas (West Covina), Sylmar (Van Nuys), and Torrance (Carson) campuses)

3. Colorado (Westminster campus)

4. Florida (Ft. Lauderdale, Jacksonville, Lake Mary (Maitland), and Tampa campuses)

5. Idaho (Boise campus)

6. Illinois (Chicago (Arlington Heights) and Orland Park (Matteson) campuses)

7. Massachusetts (Norwood campus)

8. Michigan (Troy and Wyoming (Grand Rapids) campuses)

9. Missouri (Earth City campus)

10. Nebraska (Omaha campus)

11. New Mexico (Albuquerque campus)

12. Ohio (Dayton and Youngstown campuses)

13. Oregon (Portland campus)

14. Tennessee (Knoxville campus)

15. Texas (Arlington, Austin, Houston North, Houston West, and San Antonio (West) campuses)

16. Utah (Murray campus)

17. Virginia (Norfolk campus)

18. Washington (Seattle and Spokane campuses)

19. Wisconsin (Greenfield (Milwaukee) campus)


Exhibit C

Supplemental Settlement Agreement


SUPPLEMENTAL SETTLEMENT AGREEMENT

This supplemental settlement agreement, dated as of April 12, 2018 (the “Agreement”), is between (a) Deborah J. Caruso, the trustee (the “Trustee”) appointed in the cases of ITT Educational Services, Inc. (“ITT”), et al. (together with ITT, the “Debtors”) pending in the United States Bankruptcy Court for the Southern District of Indiana (the “Court”) under chapter 7 of title 11 of the United States Code (the “Bankruptcy Code”); (b) the Maryland Higher Education Commission (“MHEC”), an agency of the State of Maryland; and (c) the Board of Governors of the University of North Carolina (the “UNC Board”) (collectively with MHEC, the “Agencies”).

RECITALS

WHEREAS, on September 16, 2016 (the “Petition Date”), each of the Debtors filed a voluntary petition for relief under chapter 7 of the Bankruptcy Code. The Trustee was appointed interim trustee in each of the Debtors’ bankruptcy cases on the Petition Date pursuant to section 701(a)(1) of the Bankruptcy Code. The Trustee became the case trustee in each of the Debtors’ bankruptcy cases following the conclusion of the first meeting of creditors on November 1, 2016, pursuant to section 702(d) of the Bankruptcy Code;

WHEREAS, prior to the Petition Date, the Debtors as a whole were engaged in the for-profit enterprise of providing postsecondary degree programs in 137 campus locations in 39 states and through online services;

WHEREAS, ITT was a publicly-held company that, as of June 30, 2016, employed over 8,000 employees. ITT offered master, bachelor, and associate degree programs to approximately 40,000 students at its campus locations and online programs to students located in all 50 states and the District of Columbia. All of ITT’s campus locations were authorized by applicable education authorities of the states in which they operated and were accredited by an accrediting commission recognized at the time by the U.S. Department of Education;

WHEREAS, ITT announced on September 6, 2016 that it would permanently discontinue academic operations, and that it had eliminated the positions of the overwhelming majority of its more than 8,000 employees;

WHEREAS, prior to the Petition Date, ITT hired a digital student records management company, Parchment Inc. (“Parchment”) to collect and retain in digital format all post-2001 student performance data, for the purpose of creating official student transcripts upon individual requests and payments to Parchment by former ITT students;

WHEREAS, MHEC and the UNC Board each has requested that the Trustee provide it with an official transcript for each former student of each former ITT campus in its state, in order


that MHEC and the UNC Board, respectively, may retain the transcripts, and provide student access to the transcripts, permanently;

WHEREAS, MHEC and the UNC Board each has the authority to maintain academic transcripts indefinitely for the benefit of students in its state, and the Trustee desires to assure such permanent maintenance and access to students’ official transcripts;

WHEREAS, on February 20, 2017, the Trustee filed a motion to establish certain protocols and procedures for MHEC and the UNC Board, among others, to request academic records, including student transcripts (the “Documents”), from the Debtors [Doc 1268] (the “Motion”);

WHEREAS, on March 7, 2017, MHEC and the UNC Board, together with other state agencies, objected to the Motion [Doc 1365];

WHEREAS, on October 26, 2017, the Trustee, MHEC, the UNC Board, and other state agencies (the “Mediating States”) engaged in court-ordered mediation before the Honorable Melanie L. Cyganowski [Doc. 2112]; and

WHEREAS, as the result of such mediation, the Trustee, MHEC, and the UNC Board (a) engaged in arm’s-length, good-faith negotiations regarding a potential resolution of their dispute concerning the Motion and access to the Documents, and (b) agreed to fully and finally resolve any and all disputes, controversies, or causes of action between them related to the Motion and pursuant to the terms and conditions of a global settlement agreement entered into between the trustee and Mediating States on April 12, 2018 (the “Global Settlement”), as supplemented by the terms and conditions of this Agreement.

AGREEMENT

1. Settlement. (a) The Trustee shall provide for, and the Debtors’ estates shall bear the costs, subject to the Cap (as defined herein), associated with, the delivery to each of the Agencies of an official transcript in secure portable document format (pdf.), produced by Parchment, for each former student of each former ITT campus in the Agency’s state. Such official transcripts shall be delivered to the Agencies within 60 calendar days of the Court’s entry of an order authorizing the Trustee’s performance under this Agreement.

(b) MHEC and the UNC Board shall not object to any motion of the Trustee to destroy, at the Trustee’s discretion and without any prior review by the Agencies except as provided in the Settlement Order (as defined herein), all physical or electronic Documents of the former ITT campuses in the Agencies’ states, whether those documents are located at GRM Information Management Services in Indianapolis, Indiana, or elsewhere.

(c) The Trustee and Debtors’ estates shall not be liable to any party for more than, and shall bear no costs in excess of, $50,000.00 on account of the delivery to each of the Agencies of


an official transcript in secure portable document format (pdf.), produced by Parchment, for each former student of each former ITT campus in the Agency’s state (the “Cap”). MHEC and UNC Board shall bear the costs associated with such delivery in excess of the Cap.

2. Releases. (a) Effective upon fulfillment of MHEC’s and the UNC Board’s obligations hereunder and under the Global Settlement, the Trustee conclusively, absolutely, unconditionally, irrevocably and forever releases MHEC and the UNC Board of all claims, causes of action, rights, suits, damages, remedies, and liabilities whatsoever the Debtors’ estates may have against the Agencies related to the Documents, including surcharge claims under 11 U.S.C. § 506(c), whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise.

(b) Effective upon fulfillment of the obligations of the Trustee and the Debtors’ estates hereunder and under the Global Settlement, including payment of all costs and expenses contemplated by this Agreement to be borne by the Debtors’ estates, MHEC and the UNC Board each conclusively, absolutely, unconditionally, irrevocably and forever releases the Debtors, their estates, the Trustee, and her advisors and professionals of all claims, causes of action, rights, suits, damages, remedies, and liabilities whatsoever the Agencies may have against the foregoing related to the Documents, including claims related to 28 U.S.C. § 959(b) and relevant state law, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise.

3. Effectiveness. This Agreement shall be effective and binding upon the Trustee, the Debtors’ estates, MHEC, and the UNC Board upon entry of an order of the Court approving the Global Settlement and this Agreement (the “Settlement Order”).

4. Waiver and Amendment. No provision of or rights under this Agreement may be waived or modified unless in writing and signed by the party whose rights are thereby waived or modified. Waiver of any one provision herein shall not be deemed to be a waiver of any other provision herein (whether similar or not), nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided. This Agreement may not be amended except through an instrument in writing signed by the Trustee and the Agencies.

5. Entire Agreement. This supplemental Agreement, together with the terms and conditions of the Global Settlement, constitute the entire agreement of the parties with respect to the subject matter of this Agreement, and supersede all other prior negotiations, agreements and understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement. Each party hereto acknowledges and represents that it has not executed this Agreement in reliance upon any promise, representation, or warranty whatsoever that is not expressly set forth in this Agreement and the Global Settlement.


6. Good-Faith Cooperation; Further Assurance. The Trustee and the Agencies shall cooperate with each other in good faith in respect of matters concerning the implementation and consummation of this Agreement.

7. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Indiana, without regard to such State’s choice of law provisions which would require the application of the law of any other jurisdiction.

8. Third-Party Beneficiaries. Unless expressly stated in this Agreement, the terms and provisions of this Agreement are intended solely for the benefit of the parties hereto and their respective successors, heirs, executors, legal representatives and permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person(s) or state agencies.

9. Headings. The headings of the sections, paragraphs, and subsections of this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.

10. Termination. This Agreement may be terminated only by mutual agreement in writing between the Trustee and the Agencies.

11. No Waiver of Participation and Preservation of Rights. In the event that this Agreement is not authorized by the Court or is terminated, nothing in this Agreement shall be construed as a waiver by any party hereto of any or all of such party’s rights, remedies, claims or defenses, and the parties hereto expressly reserve any and all of their respective rights, remedies, claims and defenses.

12. Counterparts. This Agreement may be executed in one or more counterparts, each of which, when so executed, shall constitute the same instrument and the counterparts may be delivered by facsimile transmission or by electronic mail in portable document format (.pdf).

[SIGNATURES]
