Criminal Enforcement Agreement

CRIMINAL ENFORCEMENT AGREEMENT
The United States Attorney's Office for the Northern District of Ohio ("NDOH") and
The Cannon Corporation and its Subsidiaries ("Company"), by its undersigned representatives,
and pursuant to authority granted by the Company's Board of Directors, enter into this Criminal
Enforcement Agreement (the "Agreement"). The terms and conditions of this Agreement are as
follows:
Criminal Information and Acceptance of Responsibility

1. In consideration of the Company 's: (i) acceptance of responsibility for and voluntary
remediation of the Company's conduct as set forth in the attached Statement of Facts;
(ii) cooperation with the NDOH and the investigating agencies as described below; (iii)
voluntary implementation of a significant and robust compliance program;
(iv) description of the impact of filing a charging instrument on innocent Company
employees, shareholders, pensioners, and the Western New York and greater-Buffalo,
New York community; (v) agreement to pay a financial penalty as described below; and
(vi) agreement to otherwise comply with all the terms of this Agreement; the NDOH will
not criminally prosecute the Company for any offenses set forth in the Criminal
Information (Attached hereto at Attachment A and hereinafter ("Criminal Information"))
or set forth in the Statement of Facts (Attached hereto at Attachment B and hereinafter
("Statement of Facts")).
2. The Company acknowledges and understands that, in the event of a breach of this
Agreement (as defined below), the NDOH is prepared to file in the United States District
Court for the Northern District of Ohio the Criminal Information, which charges the
Company with various offenses. In so doing, the Company:
(a) knowingly waives its right to indictment as to these charges as well as all rights to a
speedy trial pursuant to the Fifth and Sixth Amendments to the United States
Constitution, Title 18, United States Code, Section 3161 , and Federal Rule of
Criminal Procedure 48(b ); and
(b) knowingly waives, for purposes of this Agreement and any charges by the NDOH
arising out of the conduct described in the Statement of Facts and incorporated by
reference into this Agreement, any objection with respect to venue or defense of
statute of limitations, and in the event of breach as defined below, further consents to
the filing of the Criminal Information, as provided under the terms of this Agreement,
in the United States District Court for the Northern District of Ohio.
3. The Company admits, accepts, and acknowledges that it is legally responsible for the acts
alleged in the Criminal Information and as set forth in the Statement of Facts, and that the
NDOH could prove the allegations in the Criminal Information and the facts set forth in
the Statement of Facts beyond a reasonable doubt. The Company further agrees that, if it
breaches this Agreement, the Statement of Facts will be admissible at trial under Federal
Rule of Evidence 801 (d)(2). In addition, the Company will not elicit at trial any
testimony, exhibits, or other evidence that are in any way inconsistent with the Statement
of Facts. The facts within the Statement of Facts and Criminal Information are taken
exclusively from the indictment of United States v. Farmer, Docket No. 14CR362
(U.S.D.C ., N.D. Oh.), and were adduced at the trial of that indictment in the United States
District Court, Northern District of Ohio (Eastern Division).
4. Should the NDOH ultimately pursue the prosecution of the Company based upon the
Company's breach of this Agreement as provided herein, the Company agrees that it will
neither contest the admissibility of nor contradict the Statement of Facts in any such
proceeding, including without limitation any pretrial proceeding, trial, guilty plea, or
sentencing proceeding. Moreover, in the event of a breach of this Agreement as provided
herein, the NDOH will have the right to file the Criminal Information, and the Company
agrees not to contest the allegations in the Criminal Information. As used in the previous
sentence, the term "breach" shall be a breach as determined using the provisions in the
"Breach of the Agreement" portion of this Agreement, described, defined, and delineated
below.
Term of the Agreement

5. This document is effective on the date on which the last party to this agreement signed.
("Effective date. ").
6. The Company's obligations under this Agreement will continue for a period beginning on
the Effective date and, except as otherwise set forth within specific sections of this
Agreement, the Company' s obligations shall end on January 31, 2022 (the "Term"). If
the Company satisfies its financial obligations earlier than January 31, 2022, except as
otherwise set forth within specific sections of this Agreement, the Company's obligations
shall end on the date of the last payment or three (3) years after the Effective date,
whichever is later.
7. The Company agrees that, in the event it is determined, pursuant to the provisions of this
Agreement defining and discussing breach, that the Company has breached any provision
of this Agreement, an extension or extensions of the Term of the Agreement may be
imposed by the NDOH, in its sole discretion, for a total additional time period of five (5)
J
y
years, without prejudice to the NDOH ' s right to proceed with a prosecution. Any
extension of the Agreement extends all terms of this Agreement by the same term of
extension.
Relevant Considerations
8. The NDOH enters into this Agreement based on the individual facts and circumstances
presented by this case and the Company. Among the circumstances considered were the
following:
(a) The Company has accepted responsibility for the acts set forth in the Statement of
Facts and Criminal Infomrntion and has agreed to cooperate fully with the
investigation being conducted by the NDOH, Federal Bureau oflnvestigation, and
United States Department of Veterans Affairs, Office of the Inspector General
(collectively "Federal Law Enforcement");
(b) The Company cooperated in the investigation and prosecution of Mark S. Farmer,
including by preserving and disclosing essential evidence, providing documents and
information needed as evidence during the trial and after the trial related to Farmer's
destruction of certain electronic documents, bringing relevant documents to the
attention of Federal Law Enforcement, and by facilitating the cooperation of
witnesses and testimony for the Fam1er trial.
(c) The Company promptly engaged in significant and ongoing remediation efforts,
including those listed at Attachment D.
(d) Based on the Company's description set forth in Attachment C, there are potential,
unintended collateral consequences of the filing of a criminal charging instrument
upon the Company's innocent employees and pensioners, as well as the citizens of the
Western District of New York and the greater-Buffalo, New York community.
Remediation and Divestiture
9. In lieu of the NDOH instituting the criminal forfeiture provisions of the attached
Criminal Information, the Company agrees :
(a) The Company has divested and will continue to divest itself of involvement in the
design of a VA West Los Angeles project, which the VA awarded to the Cannon
Design+ Leo A Daly joint venture (the "Joint Venture") under VA contract VAIOlF13-C-0058 ("the Contract"). More specifically, prior to the Effective date, the
Company voluntarily reached an agreement with its joint venture partner on the
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Contract to divest itself from the Contract and transfer its entire interest and all assets
in the Joint Venture, such that the Company is entirely divested of any interest or
assets in the Contract and Joint Venture. The Company agrees that this divestiture
will be completed prior to the Effective date. The agreement between the Company
and its joint venture partner provides for the Company to receive $550,000 as partial
repayment of the costs the Company incurred on behalf of the Joint Venture prior to
divestment (hereinafter "the joint venture repayment"), and the payment of the
$550,000 joint venture repayment from the joint venture partner to the Company is to
be made upon funding of later stages of the Contract or the West LA Project
described below. In addition, prior to divestment, the Company previously earned
$2,447, 167 in gross fees payable for work performed in the first phase of the West
LA Project for prior work already performed by the Company. Because the
$12,000,000 monetary penalty set forth below contemplated these payments, nothing
in this Agreement requires the Company to repay, forfeit, or divest itself of the gross
fees previously earned for work already performed or the $550,000 joint venture
repayment.
(b) The Company, any parent, predecessor, successor, division, affiliate, or subsidiary
(whether wholly owned or not) of the Company; any joint venture to which the
Company is or was a party; or any entity in which the Company has an interest
(collectively "Cannon") shall not participate or seek to participate in any business
related to the West Los Angeles Veterans Affairs project number 691-408 or on any
portion thereof (i .e. studies, design, construction). This includes, but is not limited to,
VA contract number V AIOI F- l 3-C-0058, the hospital tower, central utility plant, all
clinics, utilities, infrastructure, parking, site preparation, third party land use
agreements (including leases, licenses, permits and easements), environmental due
diligence, remediation, or abatement, master plan support, or site development.
(hereinafter "West LA Project").
(c) Cannon's prohibition on participating and seeking to participate on the West LA
Project shall include, but is not limited to the following :
Having or seeking to have any financial interest in any aspect of the West LA
Project;
Receiving or seeking to recei ve any fees , money, compensation, or anything

of value related to the West LA Project (except as described in paragraph
9(a));
Acting or seeking to act as a prime contractor, sub-contractor, tertiary

contractor, or through any other contract, agreement, or arrangement with VA
or any other third parties;
Providing or seeking to provide any services to any parties performing work

on the West LA Project, including contractors, sub-contractors, agents, or
their affiliates;
Serving or seeking to serve as part of a design build team;
Participating or seeking to participate in any public, private planning effort;
Providing or seeking to provide sub-consulting services;
Lending or seeking to lend staff to other entities to work on the West LA

Project;
Selling or seeking to sell project work products or follow-on products gained

from the West LA Project;
Providing or seeking to provide training, marketing, support services, or

proposal review services;
Providing or seeking to provide advisory services to consultants, subconsultants, vendors, or concessionaires;
Providing or seeking to provide support services to legal teams against the

government;
Taking payment for any publications, articles, books, software, or electronic

media development linked to the West LA Project;
Performing or seeking to perform any work pursuant to an IDIQ for the West
LA Project; and
Performing or seeking to perfo1m any work related to a Non-Recurring

Maintenance ("NRM") project for the West LA Project.
10. The Company expressly agrees that if it is dete1mined, pursuant to the procedures set
forth herein related to breach of this Agreement, the Company or Cannon violated these
provisions in Paragraph 9, in addition to the provisions related to a general breach of this
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Agreement, the Company shall forfeit to the United States the full amount of any money,
fee, compensation, or thing of va lue received, irrespective of the Company's costs or
profits related to that work and irrespective of whether the Company or Cannon received
the proceeds from the project. For example, if the Company were to receive a $1 million
payment for working as a consultant on a West LA Project, the Company shall forfeit to
the United States $1 million. The Company waives any right to seek an offset or credit
for costs associated with performing the work. As a second example, if the Company's
subsidiary received the same $1 million payment, the Company shall forfeit to the United
States $1 million. Nothing in this paragraph or this Agreement requires the Company to
return monies described in Paragraph 9(a). Should it be determined that the Company
has breached the provision prohibiting receipt of any money, fee, compensation, or thing
of value such that forfeiture is owed by the Company, the Company shall have sixty (60)
days to make payment to the United States. The Company is expressly waiving any right
to appeal or to present any legal claim challenging the forfeiture under this provision with
any Court.
11. Notwithstanding any other provision in this Agreement, the provisions in Paragraphs 9
and 10 governing the Company's participation on the West LA Project shall remain in
effect for a period of ten (10) years measured from the Effective date.
Cooperation
12. Within sixty (60) days of the Effective date, the Company will disclose to Federal Law
Enforcement all additional evidence and information regarding criminal violations of
United States law on the part of its emplo yees, agents, or contractors (former and current)
presently known to the Company, or shall advise the NDOH that it has previously
disclosed all evidence of criminal violations of United States law and has no additional
evidence of violations. This tern1 shall not be construed to require the Company to waive
any applicable privilege.
13. Upon request of Federal Law Enforcement, the Company shall designate knowledgeable
employees, agents, or attorneys to provide to Federal Law Enforcement the information
and documents relevant to a Federal Law Enforcement investigation. The Company will
provide such information and documents at the Company's expense. It is further
understood that the Company must at all times provide complete, truthful, and accurate
information. Nothing in this Agreement shall be construed to require the Company to
waive any applicable privilege.
14. With respect to any issue relevant to an investigation by Federal Law Enforcement, the
Company shall use its best efforts to make available for interviews or testimony, as
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requested by Federal Law Enforcement, present or former directors, officers, employees,

agents, or consultants of the Company. This obligation includes, but is not limited to,
sworn testimony before a federal grand jury or in federal trials, as well as interviews with
Federal Law Enforcement. Cooperation under this Paragraph will include identification
of witnesses who, to the knowledge of the Company, may have material information
regarding the matters under investigation.
15. Notwithstanding any other provisions of this Agreement, the Company agrees that its
obligations to cooperate with an investigation by Federal Law Enforcement will continue
until the later of:
(a) a period of three (3) years from the Effective date; or
(b) the date upon which all prosecutions and appeals arising out of, or relating in any way
to, the conduct described in the Criminal lnfonnation, the Statement of Facts or the
information disclosed in Paragraph 12 are finally concluded.
16. Notwithstanding anything herein to the contrary, the Company's obligation to cooperate
under this Agreement does not extend to any information or material covered by a valid
claim of privilege.
Corporate Compliance, Ethics, and Internal Controls

17. As discussed in Attachment D, the Company has made and continues to make companywide revisions and enhancements to its compliance program, internal controls, and
policies and procedures. The Company represents that it is undertaking, and will
continue to undertake in the future, in a manner consistent with all of its obligations
under this Agreement, a review of its existing compliance program, internal controls, and
policies and procedures relating to government contracts. Where necessary and
appropriate, the Company will adopt new or modify existing internal controls, policies,
and procedures in order to ensure that the Company maintains a rigorous compliance
code, standards, and procedures designed to detect and deter fraud.
18. In lieu of an independent monitor, which will not be required under this Agreement, the
Company agrees to submit to the NDOH any financial records or documents requested to
allow the NDOH to audit the Company ' s compliance with the terms of this Agreement,
including the Company's agreement with respect to the West LA Project.
Notwithstanding any other provision, the terms of this paragraph shall run for a period of
ten years from the Effective date.
19. The implementation of these measures shall not be construed in any future enforcement
proceeding initiated by the NDOH or any federal , state, or local law enforcement as
providing immunity or amnesty for any crimes not disclosed to Federal Law Enforcement
as of the date of signing of this Agreement for which the Company would otherwise be
responsible.
Payment of Monetarv Penalty
20. The NDOH and the Company agree on the following calculation of the United States
Sentencing Guidelines ("USSG" or "Sentencing Guidelines"), using the 2014 Guidelines
Manual, is binding for purposes of this Agreement only:
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2
12
Base Offense Level

More than one Bribe
Value of the Benefit Confe1Ted to Cannon,
calculated using the earned profits to date on the
West LA Project, $378,939.88
High Level Government Official
TOT AL OFFENSE LEVEL
Culpability Score
Base Level
The organization had 200 or more employees and an
individual within high-level personnel of the
organization participated in, condoned, or was
willfully ignorant of the offense
Acceptance of Responsibility
Culpability Score
Multiplier
FINE
Base Fine
Multiplier
2Cl.l(a)(l)
2Cl. l(b)(l)
2Cl. l(b)(2) &
2Bl. l(b)(l)(5)
2Cl. l(b)(3)
30
5 8C2.5(a)
3 8C2.5(b )(3)(A)(i)
-2
6
1.2 to 2.4
$10,500,000
$12,500,000 to $25 ,200,000
8C2.5(g)
8C2.4 (d)
21. The NDOH and the Company agree that a slight variance in this case is appropriate and
warranted, and that a monetary penalty in the amount of twelve million dollars
($12,000,000) is sufficient, but not greater than necessary, to achieve the goals of
punishment, deterrence, and promotion of respect for the law. The Company agrees to
pay a monetary penalty in the amount of twelve million dollars ($12,000,000) to the
United States according to the schedule set forth below. The NDOH agrees that a
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downward variance from the Guidelines Range is necessary and appropriate given the
following facts:
(a) the Company's willingness prior to entry into this Agreement to voluntarily forego
any VA work in connection with the West LA Project for a period of 10 years, as set
forth in paragraphs 9 and 10, above;
(b) the Company's substantial, signifi cant, and robust remediation and compliance
efforts;
(c) the significant Company sums spent on compliance programs and enforcement to
date; and
(d) the collateral consequences to the innocent employees and pensioners of the
Company, and the innocent citizens of the greater-Buffalo, New York area, as set
forth more fully in Attachment C.
22. The Company shall pay a monetary penalty to the United States in the amount of twelve
million dollars ($12,000,000) by electronic funds transfer pursuant to written instructions
to be provided by the NDOH, pursuant to the schedule set forth below.
(i) $500,000 no later than January 31, 20 17;
(ii) $1,000,000 no later than .January 31, 20 18;
(iv) $1,500,000 no later than January 31, 20 19;
(v) $3,000,000 no later than January 31 , 2020;
(vi) $3,000,000 no later than January 31, 202 1; and
(vii) $3,000,000 no later than January 31, 2022.
23. The $12,000,000 penalty is final and shall not be refunded under any circumstance.
Furthermore, nothing in this Agreement shall be deemed an agreement by the NDOH that
$12,000,000 is the maximum penalty that may be imposed in any future prosecution
based upon a breach of this Agreement, and the NDOH is not precluded from arguing in
any such future prosecution that the Court should impose a higher fine (and the Company
is not precluded from arguing that a lower fine is appropriate). The Company
acknowledges that no tax deduction may be sought in connection with the payment of
any part of this penalty. The Company agrees not to seek discharge of this financial
obligation, in whole or in part, in any present or future bankruptcy proceeding.
24. The parties agree that there is no restitution owed for the conduct described in this
Agreement, the Statement of Facts, and Criminal Information.
Criminal Enforcement Resolution

25. In consideration of:
(a) the factors set forth in Paragraph 21 (a)-( d) above;
(b) the past and future cooperation of the Company described in Paragraphs 12-16 above;
(c) the Company's commitment to implementation and maintenance of enhanced
compliance measures, policies and procedures, and internal controls set forth in
Attachment D;
(d) the Company's payment of a monetary penalty of $12 million; and
subject to the Company's full compliance with the terms of this Agreement, the NDOH agrees
not to criminally prosecute the Company for crimes set forth in the attached Criminal
Information or set forth in the attached Statement of Facts.
26. Notwithstanding paragraph 25, the NDOH, may use any information related to the
conduct described in the Statement of Facts against the Company:
(a)
(b)
(c)
(d)
in a prosecution
in a prosecution
in a prosecution
in a prosecution
for pe1jury or obstruction of justice;

for making a false statement;
or other proceeding relating to any crime of violence; or
of others .
In addition:
(a)This Agreement does not provide any protection against prosecution for any future
conduct by the Company; and
(b)This Agreement does not provide any protection against prosecution of any
present or former officer, director, employee, shareholder, agent, consultant,
contractor, or subcontractor of the Company for any past or future violations of
federal law committed by them .
Breach of the Agreement

27. If, during the Term of this Agreement, the NDOH determines that the Company has
breached the Agreement by:
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(a) committing any crime under federal law subsequent to the signing of this Agreement;
(b) knowingly and intentionally providing, in connection with this Agreement, materially
false, incomplete, or misleading information; or
(c) otherwise failing specifically to perform or to fulfill completely each and every one of
the Company's obligations under the Agreement,
the Company shall thereafter be subject to prosecution for any federal criminal violation
of which the NDOH has knowledge. Any such prosecution may be premised on any
information provided by the Company. Any such prosecution that is not time-barred by
the applicable statute of limitations on the Effective date may be commenced against the
Company notwithstanding the expiration of the statute of limitations between the
Effective date of this Agreement and the date that the NDOH learned of the breach plus
two years. Thus, by signing this Agreement, the Company agrees that the statute of
limitations with respect to any prosecution that is not time-barred on the Effective date
shall be tolled from the Effective date through two years after the date on which the
NDOH provided written notice of the breach to the Company (the "Tolling Period").
Additionally, by signing this Agreement, the Company waives its rights to a speedy trial
pursuant to the Fifth and Sixth Amendments to the United States Constitution, Title 18,
United States Code, Section 3161, and Federal Rule of Criminal Procedure 48(b ), during
the Tolling Period.
28. The NDOH agrees to provide the Company with written notice of any alleged breach.
For any alleged non-monetary breach (meaning, any alleged breach other than a breach
related to the payments the Company is to make), the Company shall have forty-five (45)
days from receipt of written notice to respond to the NDOH in writing or by presentation
to explain the nature and circumstances of an alleged breach or to explain that no breach
has occurred, as well as any actions the Company has taken to address and remediate the
situation, which explanation the NDOH shall consider in determining whether to exercise
any of the NDOH's remedies set forth in this Agreement. For any alleged monetary
breach (meaning, an alleged breach related to the Company's payment obligations under
this Agreement), the Company shall have the opportunity to respond to NDOH (within
the timeline set forth in the NDOH 's written notice) in writing or by presentation to
explain the nature and circumstances of an alleged breach or to explain that no breach has
occurred, as well as any actions the Company has taken to address and remediate the
situation, which explanation NDOH shall consider in determining whether to exercise
any ofNDOH's remedies set forth in this Agreement.
29. The NDOH will consider any written materials provided by the Company and any
presentation made by the Company, and then shall render a written determination
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whether the Company has breached the agreement and, if so, whether the remedies for
breach set forth in this Agreement should be implemented.
30. The Company agrees that it is within NDOH' s sole discretion to choose, in the event of a
breach, any or all available remedies, and the Company further agrees that it cannot and
will not seek review by any court of the exercise of NDOH's discretion under this
Agreement.
31. In the event that NDOH determines that the Company has breached the Agreement:
(a) all statements made by or on behalf of the Company to Federal Law Enforcement,
including but not limited to the Statement of Facts, or any testimony given by the
Company or by any agent of the Company before a grand jury, or elsewhere, whether
before or after the Effective date, and any leads derived from such statements or
testimony, shall be admissible in evidence in any and all criminal proceedings
brought by NDOH against the Company; and
(b) the Company shall not assert any claim under the United States Constitution, Rule
1 l(f) of the Federal Rules of Criminal Procedure, Rule 410 of the Federal Rules of
Evidence, or any other federal rule, decision or authority, that statements made by or
on behalf of the Company prior or subsequent to this Agreement, or any leads derived
therefrom, should be suppressed or otherwise excluded from evidence.
32. The Company ' s obligation to pay the monetary penalty in accordance with paragraph 22
of this Agreement shall remain in effect even if the NDOH determines that the Company
has breached the Agreement and the NDOH initiates a criminal prosecution of the
Company.
33. The Company has provided financial information to the NDOH within Attachment C to
demonstrate collateral consequences that would result in undue financial hardship to
innocent third parties and the citizens of the Western District of New York should a
prosecution ensue or should the Court impose any greater financial penalty than that
contemplated herein. The Company has provided this information as its best estimate of
these potential consequences in light of the information available to the Company. The
Company understands that the NDOH entered this agreement in reliance on the factual
representations in Attachment C. Any knowing and intentional inclusion of any false or
misleading statement or material omission contained in Attachment C will be considered
a breach of this agreement and could result in prosecution of the Company for perjury or
false statement, as well as any federal criminal violation of which the NDOH has
knowledge, including but not limited to those charges set forth in the Criminal
(J
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Information. The Company agrees that should the NDOH discover any false or
misleading statement or material omission on Attachment C, subject to the provisions for
determination of a breach set forth above, in the event that it is determined that the
Company has knowingly and intentionally provided false or misleading information
within Attachment C in breach of this paragraph, the Company agrees that a downward
variance from the Guidelines range would no longer be appropriate. The Company and
the NDOH agree that in the event of breach of this paragraph as adjudicated using the
procedures set forth above, the Guidelines-based monetary penalty should be increased to
fifteen million dollars ($15,000,000), instead of the twelve million dollar ($12,000,000)
penalty contemplated herein. Although the Company will be credited for any payments
toward the $12,000,000 penalty that have been made as of the date of any breach of this
paragraph, the Company waives any right to object to, oppose or otherwise contest the
applicability of a $15,000,000 penalty in the event of breach of this paragraph. The
Company is required to pay the additional $3,000,000 in penalty fully within three (3)
years from the date of a final written detennination of the breach of this paragraph or by
January 31 , 2022, whichever is earlier.
Sale or Merger of the Companv

34. This Agreement is binding on the Company's successors, transferees, heirs, and
assignees . The Company agrees that in the event it sells, merges, or transfers all or
substantially all of its business operations as they exist as of the Effective date, whether
such sale is structured as a stock or asset sale, merger, or transfer, it shall include in any
contract for sale, merger, or transfer a provision binding the purchaser, or any successor
in interest thereto, to the obligations described in this Agreement. All references to and
obligations of the "Company" in this agreement, shall be binding on such purchaser or
successor.
Public Statements by the Company and the NDOH

35. The Company expressly agrees that it shall not, through present or future attorneys,
officers, directors, employees, agents, or any other person authorized to speak for the
Company, make any public statement, in litigation or otherwise, contradicting the
acceptance of responsibility by the Company set forth in this Agreement or the Statement
of Facts. This obligation does not expire when the Term of this Agreement expires. Any
such contradictory statement shall constitute a breach of this Agreement. The decision
whether any public statement by any such authorized person contradicting a fact
contained the Statement of Facts will be imputed to the Company for the purpose of
determining whether it has breached this Agreement shall be determined as set forth in
the breach provisions above. If the NDOH determined that a public statement by any
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such person contradicts in whole or in part a statement contained in the Statement of

Facts, NDOH shall so notify the Company, and the Company may avoid a breach of this
Agreement by publicly repudiating such statement(s) within one (1) business day after
notification.
36. To the extent that the Company made prior statements, allegations, or factual assertions
prior to the date the parties enter into this Agreement, the facts as set forth in the
Statement of Facts, Criminal Information, and this Agreement supersede all such prior
statements, allegations, or factual assertions.
37. The NDOH and the Company agree that each may disclose this Agreement and all
attachments to the public .
Limitations on Binding Effect of Agreement

38. This Agreement is binding on the Company and the NDOH but specifically does not bind
any other federal agencies, or any state, local, or foreign law enforcement or regulatory
agencies, or any other government authorities.
39. The exclusive jurisdiction and venue for any dispute related to this Agreement is the
United States District Court for the Northern District of Ohio, Eastern Division. For
purposes of construing this Agreement, the Agreement shall be deemed to have been
drafted by all Parties to this Agreement and shall not, therefore, be constructed against
any Party for that reason in any subsequent dispute.
40. Any notice to the NDOH under this Agreement shall be given by personal delivery,
overnight delivery by a recognized delivery service, or registered or certified mail,
addressed to The United States Attorney for the Northern District of Ohio, c/o Ann C.
Rowland, Chief, Major Fraud and Corruption Unit, 801 West Superior Avenue, Suite
400, Cleveland, Ohio 44113, or to any successor counsel the NDOH may designate. Any
notice to the Company under this Agreement shall be given by personal delivery,
overnight delivery by a recognized delivery service, or registered or certified mail,
addressed to Connors LLP, through its counsel, Terrence M. Connors, Esq. and James W.
Grable, Jr., Esq. , or to any successor counsel Connors LLP may designate.
41. Notice shall be effective upon actual receipt by the NDOH or the Company.
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Corporate Resolution
42. The Company shall cause to be delivered to the NDOH a Corporate Resolution
authorizing the execution and delivery of this Agreement, including all of the documents
required to be delivered in connection herewith.
Complete Agreement
43. This Agreement sets forth all the terms of the agreement between the Company and the
NDOH, and supersedes any and all p1ior agreements or understandings. No amendments,
modifications, or additions to this Agreement shall be valid unless they are in writing and
signed by the NDOH, the attorneys for the Company and a duly authorized representative
of the Company.
Signatures
44. I have read this entire agreement and have discussed it with my attorneys. I have
initialed each page of the agreement to signify that I understand and approve the
visions on that page. I am entering this agreement voluntarily and of my own free
~1
ON DESIGN
By:
!?Au L
ftr
Date
/rJ 0 ." k It L
Printed Name of Authorized Signatory
45. Defense Counsel: I have read this agreement and concur in the Company entering into
the agreement. I have explained this agreement to the Company, and to the best of my
knowledge and belief, the Company understands the agreement.
Terrence M. Connors
Counsel for Cannon Design
Date
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I accept and agree to this agreement on behalf of the United States Attorney for the Northern
District of Ohio.
<K-17-16
Bernard A. Smith
Antoinette T. Bacon
Paul M. Flannery
Assistant United States Attorneys
United States Attorney's Office
Northern District of Ohio
United States Court House
801 West Superior Avenue, Suite 400
Cleveland, OH 44113
(216) 622-3600
Date
16
ATTACHMENT A CRIMINAL INFORMATION
IN THE UNITED STATES DISTRICT COURT

FOR THE NORTHERN DISTRICT OF OHIO
EASTERN DIVISION
UNITED STATES OF AMERICA,
)
)
)
)
)
)
)
)
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Plaintiff,
v.
CANNON DESIGN,
Defendant.
INFORMATION
CASE NO.________________________
Title 18, Sections 371, 641,
1341, 1343, 1951 and 2, United
States Code.
The United States Attorney charges:

General Allegations
1.
At all times relevant the United States Department of Veterans Affairs (VA)
was an agency of the United States Government, which administered a variety of benefits and
services that provided financial and other forms of assistance to service-members, veterans, their
dependents and survivors. The VA operated the nations largest integrated health care system,
with more than 1,700 hospitals, clinics, community living centers, domiciliaries, readjustment
counseling centers, and other facilities.
2.
On or about September 2, 1975, William D. Montague (Montague) began
working for the VA; he worked in various roles throughout his career. From on or about August
20, 1995 through his retirement on or about February 3, 2010, Montague was the Cleveland
VAMC Director, a career Senior Executive Service position. Montague had responsibility for
executive-level management of two facilities that comprised the VAMC and several outpatient
clinics. On or about March 11, 2011, Montague began working as the Medical Center Director of
the Dayton VAMC, a career Senior Executive Service position. Montague had responsibility for
executive level management of the Dayton facility.
3.
On or about December 17, 2011, Montague ended his term at the Dayton VAMC.
4.
Montague operated a consulting company named The House of Montague.
5.
Defendant CANNON DESIGN was an integrated design firm with offices
throughout the United States, including New York, Illinois, Virginia, Missouri, and California.
CANNON DESIGN performed work for the VA directly and through its participation in joint
ventures and other teaming agreements (collectively hereinafter CANNON DESIGN).
6.
Mark S. Farmer (Farmer) was employed by CANNON DESIGN in several
different capacities, including Associate Principal.

7.
CANNON DESIGN Employee 1 was a senior level executive at CANNON
DESIGN.
8.
CANNON DESIGN Employee 2 was a senior level executive at CANNON
DESIGN.
9.
CANNON DESIGN Employee 3 was a vice president of CANNON DESIGN.
10.
CANNON DESIGN Employee 5 was a principal of CANNON DESIGN.
11.
CANNON DESIGN Employees 6-11, 18 and 20-21 were CANNON DESIGN
employees.
12.
VA Employee 14 was a VA employee in the Office of Construction and Facilities
Management.
13.
VA Employee 15 was a VA employee in Danville, IL.
14.
The VA Illiana Health System, located in and around Danville, Illinois, provided
health care services to approximately 150,000 veterans from a 34-county area in and around
Central Illinois and Western Indiana (Danville VAMC). The VA administered health benefits
by region, dividing the country among approximately 23 Veterans Integrated Service Networks
(VISN). The Danville VAMC, the nations eighth oldest VA facility, was located in VISN 11.
15.
The VA Greater Los Angeles Healthcare System was among the largest, most
complex healthcare system within the VA, providing services to approximately 1.4 million
veterans in and around Southern California and Southern Nevada. (West LA VAMC). The
West LA VAMC was located in VISN 22.
16.
The Strategic Capital Investment Plan (SCIP) was a VA document that
discussed construction budgets and priorities for the upcoming fiscal year. The annual SCIP
process began in or around Summer, and continued through in or around the following February.
Within the VA, the SCIP was a confidential process, with access limited to certain VA
employees. The SCIP information remained non-public until released by high-level Government
officials in or around February each year.
The United States Attorney further charges:

COUNT 1
(Conspiracy to Commit Mail Fraud, Wire Fraud, and Theft of Government Property,
18 U.S.C. 641, 1341, 1343, and 1951, all in violation of 18 U.S.C. 371)
17.
Paragraphs 1-16 of this Information are re-alleged and incorporated by reference
as if fully set forth herein.

At all times relevant to this Count of the Information:
18.
CANNON DESIGNs operations affected interstate commerce.
19.
The VAs operations affected interstate commerce.
20.
The House of Montagues operations affected interstate commerce.
The Offense
21.
From on or about March 11, 2011 and continuing through on or about March 8,
2013, in the Northern District of Ohio, Eastern Division and elsewhere, Defendant CANNON
DESIGN, Mark S. Farmer (not charged herein), and William D. Montague (not charged herein),
did knowingly combine, conspire, confederate and agree together and with others known and
unknown to the United States Attorney to obstruct, delay and affect commerce and the
movement of articles and commodities in commerce by extortion; that is Montague obtained
property not due to him or his office, namely consulting fees and expense reimbursements for
House of Montague and himself, from CANNON DESIGN, with its consent, under color of
official right.
All in violation of Title 18, United States Code, Sections 1951 and 2.
The Conspiracy
22.
Beginning in or around February 2010, and continuing through on or about March
8, 2013, the exact dates unknown to the United States Attorney, in the Northern District of Ohio,
Eastern Division and elsewhere, Defendant CANNON DESIGN, Mark S. Farmer (not charged
herein), and William D. Montague (not charged herein), did knowingly and intentionally
conspire, combine, confederate and agree together and with each other and with other persons
known and unknown to the United States Attorney, to commit offenses against the United States,
namely, to violate Title 18, United States Code, Sections 641 (Theft and Receipt of Government
Property), 1341 (Mail Fraud), 1343 (Wire Fraud) and 1951 (Hobbs Act Bribery).
Objects of the Conspiracy
23.
It was an object of the conspiracy that Farmer and CANNON DESIGN received
VA records and things of value, including non-public information concerning the VA and
streamlined access to public information concerning the VA, which Montague had embezzled,
stolen, purloined and converted to the use of another without authority from the VA.
24.
It was a further object of the conspiracy that Farmer and CANNON DESIGN
solicited and received VA records and things of value from Montague, in an attempt to give
Farmer and CANNON DESIGN an advantage over other companies in the award and
administration of VA business.
25.
It was a further object of the conspiracy that while Montague was employed as the
Dayton VA Director, he solicited and obtained money and property not due his office, from
CANNON DESIGN, in return for him performing and promising to perform official acts to
benefit Farmer and CANNON DESIGN.
26.
It was a further object of the conspiracy that Farmer and CANNON DESIGN
enriched themselves and obtained money and property, including through the award and
favorable administration of VA business and receiving payments related to that VA business.
27.
If was a further object of the conspiracy that Montague enriched himself and his
designees, including House of Montague, by assisting Farmer and CANNON DESIGN in the
award and administration of VA business.
Manner and Means
It was part of the conspiracy that:
28.
Farmer and other CANNON DESIGN employees used Montagues access to VA
officials, records and things of value to give CANNON DESIGN and its designees an advantage
in obtaining VA contracts and business.
29.
Montague took steps to give CANNON DESIGN and its designees an advantage
in obtaining VA contracts and business, including by giving them non-public VA information

and streamlined access to public VA information.
30.
Farmer asked Montague to obtain information concerning VA contracts and
business, including VA records and things of value.

31.
Montague gave and offered to give Farmer and CANNON DESIGN information
concerning VA contracts and business, including VA records and things of value.

32.
Montague used his power and influence at the VA to gain access to VA
employees in ways that Farmer and CANNON DESIGN could not.

33.
Montague gave false and misleading information to VA employees about
Montagues reasons for requesting VA records and information.

34.
Montague concealed from VA employees from whom Montague requested VA
records and information that Montague was forwarding it to Farmer and CANNON DESIGN.
35.
When Montague was employed by the Dayton VA, he performed and promised to
perform official acts to benefit Farmer and CANNON DESIGN, in return for CANNON
DESIGN offering and providing things of value to Montague and his designees.
36.
When Montague was employed by the Dayton VA, Farmer and CANNON
DESIGN used and sought to use Montagues official power and influence to enrich themselves
and their designees, and in return, gave and offered to give Montague and his designees money
and property not due to Montagues office.
37.
Farmer shared the VA information that Montague provided with other CANNON
DESIGN employees.
38.
CANNON DESIGN anticipated receiving payment from the VA on those projects
obtained with Montagues help.

39.
Montague anticipated receiving payment from CANNON DESIGN in return for
helping CANNON DESIGN with the award and administration of VA business.

40.
The records and things of value Farmer and CANNON DESIGN obtained and
sought to obtain from the VA exceeded $1,000 in value.

41.
Farmer, CANNON DESIGN and Montague transmitted and caused to be
transmitted by means of wire communication, in interstate commerce, writings, signs, signals,

pictures, and sounds and used and caused to be used the United States mail and private and
commercial interstate carriers to send and deliver mail matter, all in furtherance of the
conspiracy, including the following mail matter and interstate wire communications sent and
received in the Northern District of Ohio:
A.
Email communications, including email communications between Montague and

Farmer;
B.
Interstate telephone communications, including Montagues conversations with

Farmer and with VA employees; and
C.
Sending and receiving documents through the U.S. mail and interstate mail
carrier, including Montague sending House of Montague consulting invoices to
CANNON DESIGN, and CANNON DESIGNs payment on those invoices.
OVERT ACTS
42.
In furtherance of the conspiracy, and to effect the objects thereof, Farmer,
Montague and CANNON DESIGN committed the following overt acts in the Northern District
of Ohio and elsewhere:
A.
On or about May 28, 2010, Farmer sent an email to other CANNON DESIGN
employees (CANNON DESIGN Employees 3, 5, 11 and 21) relating that William Montague was
working the revolving door. Hes a sharp guy. . . . I requested that he send a proposal for our
consideration. I don=t know that we can afford his retainer fee. The email further discussed a
project in VISN 11 at the Danville, IL medical center, and Farmer wrote, I told him [Montague]
that if he could get it to happen, that he could have a task order issued under our contract, where
we would work jointly with him.
B.
On or about June 2, 2010, Montague sent a series of power point presentations to
Farmer, which the VA presented at an internal training conference in April 2010. The
presentations contained, among other things, information about the VAs internal SCIP process.
C.
On or about June 2, 2010 at approximately 6:29 a.m., Montague sent an email
from his sbcglobal.net email account to Farmer, attaching Montagues consulting contract
proposal. Montague also wrote, Your SCIP documents about the VAs strategic planning
intentions are in the mail. Should one of us notify CFM of the intent to use the IDIQ? Danville
and VISN 11 are beginning to process the task order.
D.
On or about June 2, 2010 at approximately 10:09 a.m., Farmer sent an email to
Montagues sbcglobal.net email account, informing Montague that Farmer would review
Montagues proposal. Farmer then wrote regarding VISN 11, that he was nervous about
contacting CFM [VA Office of Construction and Facilities Management] directly. The AE
community has been warned repeatedly not to market the IDIQ to potential VA customers. In
the past, they have not been willing to allow VISNs or medical centers to utilize their contracts.
You were the first person that I saw get it done. Farmer continued, Our contract expires in
December of this year, with ample capacity left. So I dont see how it hurts CFM to allow a
pass-through task order for a project that may not be one of their top priorities. Farmer
proposed several options for pursuing the work and asked Montague, Let me know which of
these routes, if any, makes the most sense to you.
E.
On or about June 2, 2010 at approximately 2:43 p.m., Montague replied, I made
my contact at Danville [] aware of the concerns outlined in your e-mail. I sent no paper or emails. . . . Neither contracting or the facility anticipate problems.
F.
On or about December 20, 2010 at approximately 9:51 a.m., Montague sent an
email to VA Employee 15, asking him to check on the status of CANNON DESIGNs payment,
explaining, I don=t get paid until they do. Montague asked, Any new news about the
project?
G.
On or about December 27, 2010 at approximately 9:46 a.m., Montague forwarded
to FARMER an internal VA email chain that Montague had received from VA Employee 15
about the status of the VAs payment to CANNON DESIGN on the Danville VAMC. The email
further explained, Regarding the feasibility study. Nothing has happened . . . went to VHA
several weeks ago. We are anticipating VHA/OCLA meeting with [a United States Senators
Staff] sometime after the first of the year.
H.
On or about February 11, 2011 at approximately 11:03 a.m., Farmer sent an email
to CANNON DESIGN Employees 11 and 21 and others with a subject, Montague. The email
began, CONFIDENTIAL, and informed the group Bill Montague was right about West LA
VAMC. He told us on 11/30/10 that it was coming out as a major. It was advertised as a sources
sought (SS) several weeks later. Today he told me that the funding was pretty certain. He is
speaking to the people with the money. . . . Montague told me that the San Francisco VAMC
project that is advertised as a sources sought notice is very real, and that it will almost certainly
get funded. . . . I asked specifically about the newspaper article in the SF press that said that
VAMC SF was going to get an entire replacement hospital. He said to not expect that, because
they are getting funded for the realignment project that is now on the street. . . . New lead.
Montague says Reno VAMC is most likely to get added to the budget. . . . Thats very important
to find the right partner quickly, because they will probably issue the solicitation with a XXXmile radius restriction for the prime AE. He listed 7 other sites as projects with incremental
funding. . . .
I.
On or about March 11, 2011 at approximately 8:10 a.m., Farmer sent an email to
CANNON DESIGN Employees 2, 6, and 21 attaching a reviewed consulting agreement with

Montague. Farmer explained that his [Montagues] job is to help us bring in more work from
the VA, in part by helping us access key decision makers. Farmer further explained,
Montague was until recently the Director of the VA Cleveland Hospital.
J.
On or about March 14, 2011 at approximately 12:48 p.m., CANNON DESIGN
Employee 21 replied to CANNON DESIGN Employee 1=s March 11, 2011 email, outlining why
Montagues consulting relationship was a good investment. CANNON DESIGN Employee 21
explained, We think Montague can help take us to a new level . . . farther upstream with
decision makers and more importantly with opportunities . . . early thinking and studies that can
be paid for because of our IDIQ. . . . We need to position ourselves to get the fee=s [sic] when the
going gets tight. MONTAGUE can help us on that front. . . . All of the VA majors in the near
term are on the west coast and we have not hit with the west coast VA regions even though we
have interviewed there several times in the last year or so . . . we think Montague can help on
this front . . . with intelligence and helping us define the issues based on talking to leaders on the
ground so we can win an interview. [I assume we will make a short list]. . . . Most importantly I
10
think he can help open doors to expanding our services upstream . . . and in several areas [sic]
downstream. . . . He can get us in the door. Some of these opportunities could essentially be
non-compete if we approach it correctly.
K.
On or about March 14, 2011 at approximately 1:45 p.m., Farmer sent an email to
CANNON DESIGN Employees 1, 2, 8 and 21, informing the group that CANNON DESIGN
will end the current $15 [million VA] IDIQ contract with just slightly over $12M in sales. $3M
in fee, therefore, will be left on the table. . . . [O]ne of Montagues jobs will be to fill up the
bucket by directing task orders toward our contract. Going forward, we have two $15M buckets
to fill [Central and Eastern regions]. Thats a lot of shoveling to get to $30M. . . . Bill has the
relationships to help us maximize the contracts. . . . On the VA major construction front, here
is the list of medical centers and their approximate construction cost in the pipeline: West Los
Angeles, CA: $750M, San Francisco, CA: $125M, Reno, NV: $115M, Alameda, CA: $225M.
Montague told us about these before they were advertised, which has allowed us to get an early
start in developing the team. If we bring him on board, he can help us pull in one or two of these
large projects. The West LA project is a real gem. A must win for the federal practice.
L.
Montague and CANNON DESIGN Employee 21, attaching CANNON DESIGN=s signed
agreement letter for consulting services with House of Montague Consulting. Farmer informed
Montague that CANNON DESIGN was planning to submit on VA West Los Angeles, VA San
Francisco, and VA Alameda Point, and was leaning toward not submitting on Reno, NV. Farmer
asked for MONTAGUE=s insight into those VAMCs.
11
M.
On or about April 5, 2011 at approximately 5:50 p.m., Montague sent Farmer an
email from Montagues sbcglobal.net email account, with a subject line Major Construction.
The email body indicated, As promised.
N.
On or about April 18, 2011, CANNON DESIGN submitted a proposal to the VA
for the West LA VAMC Project.

O.
On or about May 3, 2011, Montague caused to be sent a $2,750 invoice to
CANNON DESIGN for consulting services 3/21/11-4/21/11, for work performed at

Wash/Cleveland/Dayton.
P.
On or about May 13, 2011, CANNON DESIGN issued a check in the amount of
$2,750, payable to William D Montague, which Montague caused to be deposited into the House
of Montague account at US Bank.
Q.
In or around May 2011, Montague caused to be sent a $2,500 invoice to
CANNON DESIGN for consulting services 4/21/11-5/21/11, for work performed at

Wash/Cleve/Day.
R.
On or about May 27, 2011 at approximately 9:23 a.m., Farmer sent an email to
CANNON DESIGN Employees 10, 11, 21 and another, in response to CANNON DESIGN
Employee 10=s inquiry about a VA Lexington opportunity. Farmer wrote, My monthly meeting
with Montague was yesterday. We discussed Lexington . . . . Montague says that a permanent
Director has been named at Lexington, KY VAMC. He is finding out the name and her starting
date while at the VA today. On another topic, Farmer explained that according to Montague,
[W]hen the VA has an explosion of bad media, the VA rushes in to fix the problem. Montague
said that Marion, Illinois VAMC had a blow-up recently. Montague suggested, [S]ince we
12
have a Heartland IDIQ, that we ought to meet with the Director. Farmer asked if CANNON
DESIGN Employee 10 wanted Montague to help schedule the meeting.
S.
On or about June 11, 2011 at approximately 10:43 a.m., Montague sent an email
from his sbcglobal.net email account to Farmer, providing Farmer with documents and updating
Farmer on Montagues meeting with VA Employee 14 concerning various VA projects. Among
other things, Montague informed Farmer that VA Employee 14 provided me a comprehensive,
though not current, construction monitoring report (attached). He promised a current report once
his office move is completed . . . a schedule of resident engineer staffing for present and future
projects . . . . The number of solar and other alternative energy projects is about to increase
significantly . . . another initiative by the VA has been stalled, and the money is being put
towards alternative energy. . . . I would recommend that special attention be paid to the
Chillicoth[sic] VA . . . there is a series of between 20-24 planned and their funding record is
remarkable. . . . I have included in one of the attachments a list of cemetery projects. Also
included as the last attachment is an outline of cemetery projects in New York, LA, San
Francisco, and Chicago. The New York Project, which was just agreed to, will include 52,000
burial sites.
T.
On or about June 12, 2011, Montague caused to be sent a $2,741.60 invoice to
CANNON DESIGN for consulting services, for work performed at Wash/Cleve/Dayton.

U.
On or about June 21, 2011 at approximately 11:05 a.m., Farmer forwarded
Montagues June 11, 2011 email to CANNON DESIGN Employee 7, with an attachment May
Report.pdf.html. Farmer wrote, This document from Montague may raise your spirits. Look
at page 9 of 16. It appears to be a staffing projection chart for the Resident Engineers. It shows
13
JC having staffing in the 3rd quarter of 2012. . . . Ill see what else I can find that Montague has
sent.
V.
On or about June 21, 2011 at approximately 11:12 a.m., Farmer forwarded
Montagues April 5, 2011 email to CANNON DESIGN Employee 7, writing, This is

confidential. Please dont distribute. This document is not classified or secret, but it is not
intended for public distribution. If it was intended for public consumption, it would be on the
internet. Keep it close to the vest, so that we dont put our consultant in an awkward position.
Farmer attached a file entitled, Detail of Request.docs.
W.
On or about July 8, 2011, Montague provided Farmer with a VA presentation
entitled SCIP Funding Wedge and Way Forward, with a note, This is the new process. It will
dictate, to a degree, where the money goes. I think there are lots of opportunitys [sic] for
CANNON DESIGN.
X.
On or about August 2, 2011, Montague caused to be sent a $2,500 invoice to
CANNON DESIGN for July consulting.

Y.
On or about August 23, 2011, CANNON DESIGN issued a check in the amount
of $2,500, payable to William D Montague, which Montague caused to be deposited into the
House of Montague account at US Bank.
Z.
On or about September 2, 2011, Montague facilitated scheduling a meeting
between Business 68, CANNON DESIGN and VA officials in Lexington, Kentucky to occur on
or about September 14, 2011.
AA.
On or about September 6, 2011, Montague provided Farmer with VA documents
marked Internal Use Only and Draft Pre-Decisional related to the EUL and BURR Project
and October to December 2011 Potential Construction Obligation and Job Creation Project List.
14
BB.
On or about September 12, 2011 at approximately 2:24 p.m., Farmer sent an
email to CANNON DESIGN employees in response to a previous email sent by another

CANNON DESIGN employee on September 6, 2011 at approximately 9:48 p.m., which
announced CANNON DESIGN=s selection as the architect and engineer for the VA West LA
VAMC. Farmer wrote,
Im reminded B as I approve Bill Montagues invoiceBthat it was Bill Montague (our
VA consultant) who alerted me to this project at West LA. I think we may have won this
with or without Bill=s early warning, but getting in early on a large VA pursuit is critical.
We currently are working four large FY13 VA project leads worth over $1B in aggregate
based on information that Bill has provided. I would not have been able to find out what
was in the Administrations FY13 budget until early February, when it is sent to
Congress. I think we are ahead of virtually all our competitors on these four. Bill has
arranged for a meeting with the medical center director at one of the four locations
(Lexington). [CANNON DESIGN Employee 10] will attend this meeting. The risk is
that not all four of these leads may make it into the final version of the bill. But so far,
Bills info has proved accurate. . . . I would not have come up with this information on
my own, regardless of how many hours I invested. I just dont have access to the VA
staffers that control the money. He has the relationships within Capital Asset
Managements. Our contacts are all within CFM. So in my opinion, Bills contacts and
experiences broadens [sic] our understanding of VA Processes and expands our
relationships.
CC.
On or about September 12, 2011 at approximately 8:57 p.m., CANNON DESIGN
Employee 5 replied to Farmers email and copied CANNON DESIGN Employees 10, 11, 18, 21
and others, If Montague is providing us good info that leads to pre knowledge about the VA
West LAs of the world, it is worth it.
DD.
On or about September 13, 2011 at approximately 3:46 p.m., in response to an
email from CANNON DESIGN Employee 6 to Farmer and CANNON DESIGN Employee 5
asking whether CANNON DESIGN would expect to keep Montagues $30,000 per year
consulting contract in light of CANNON DESIGN=s plan to pursue a marketing person to work
with Farmer in the Federal market, Farmer replied, Yes, I may want both for a period of time.
But I do not see Bills contract as running on forever . . . Currently, Bill is the interim Medical
15
Director of VA Dayton. As such, he has extraordinary access right now to information. When
that position ends, his access and influence will begin to diminish.
EE.
On or about September 14, 2011 at approximately 3:46 p.m., CANNON DESIGN
Employee 5 replied to Farmers email, and included CANNON DESIGN Employee 11,
Interesting mathB At $30k per year for Bill, we would have to win [$]300,000 in VA fee[s]
every year ($30k profit) for us to break even. I think VA West LA is worth $20,000,000. Good
buy.
FF.
On or about September 27, 2011, CANNON DESIGN issued a check in the
amount of $2,500, payable to William D. Montague, which Montague caused to be deposited

into the House of Montague account at US Bank.
GG.
On or about October 18, 2011 at approximately 6:54 p.m., Montague sent an
email from his sbcglobal.net email account to Farmer, with a subject October Report.
Montague wrote about VA funding for projects and attached the fiscal year 2012 and 2013 list of
VA partially funded projects, which included the project location, project description, priority
score and funding estimates.
HH.
On or about October 25, 2011, CANNON DESIGN issued a check in the amount
II.
On or about December 4, 2011 at approximately 5:55 p.m., Montague sent an
email from his sbcglobal.net email account to Farmer, with a subject November report and
attached a document November Report.pdf.html. The attached document contained
information related to 2013 VA capital projects.
16
JJ.
On or about December 20, 2011, CANNON DESIGN issued a check in the
amount of $2,500, payable to William D Montague, which Montague caused to be deposited into
the House of Montague account at US Bank.
KK.
On or about December 21, 2011 at approximately 3:14 p.m., Farmer wrote an
email to a CANNON DESIGN employee, with a subject Re: Bill Montague. Farmer informed
this employee that he (Farmer) would like to continue the relationship with Montague for another
six to twelve months, explaining, He has been a good investment this year, in my opinion, but I
do not want it to become permanent. Plus[,] I think his ability to collect valuable info will
diminish over time.
LL.
On or about January 2, 2012 at approximately 5:50 p.m., Montague sent an email
on his sbcglobal.net email account to Farmer, with a subject NRM List and attaching a
document NRM List.pdf.html. The attached document contained information related to VA
projects, their ranks and costs.
MM. On or about January 11, 2012 at approximately 12:38 p.m., Farmer sent an email
to a CANNON DESIGN employee, with a subject Re: DVA Majors. Farmer wrote, The VA
Lex and VA West Roxbury projects were posted this week on the VA website. So they are no
longer secret. Any advantage we had on those due to early warning from our VA consultant is
now gone.
NN.
On or about March 20, 2012, CANNON DESIGN issued a check in the amount of
$10,241, payable to William D Montague, which Montague caused to be deposited into the
OO.
On or about March 26, 2012 at approximately 9:05 a.m., Farmer sent an email to
a CANNON DESIGN employee with a subject, Montague. Farmer wrote, Our VA consultant
17
has provided the following synopsis of FY13 VA budget related to cemeteries, and listed the
significant cemetery projects for fiscal year 2013.
PP.
On or about May 11, 2012, CANNON DESIGN issued a check in the amount of
QQ.
On or about July 13, 2012, CANNON DESIGN issued a check in the amount of
$10,271, payable to William D Montague, which Montague caused to be deposited into the
RR.
On or about August 17, 2012, CANNON DESIGN issued a check in the amount
SS.
On or about October 5, 2012, CANNON DESIGN issued a check the amount of
TT.
On or about December 7, 2012, CANNON DESIGN issued a check in the amount
of $5,039.64, payable to William D Montague, which Montague caused to be deposited into the
UU.
On or about March 8, 2013, CANNON DESIGN issued a check in the amount of
All in violation of Title 18, United States Code, Section 371.
18

COUNT 2
(Hobbs Act, 18 U.S.C. 1951 and 2)
43.
Paragraphs 1-16 of this Information are re-alleged and incorporated by reference

At all times relevant to this Count of the Information:
44.
CANNON DESIGNs operations affected interstate commerce.
45.
The VAs operations affected interstate commerce.
46.
The House of Montagues operations affected interstate commerce.

The Offense
47.
2013, in the Northern District of Ohio, Eastern Division and elsewhere, William D. Montague
(not charged herein), aided and abetted by Defendant CANNON DESIGN and Mark S. Farmer,
did knowingly obstruct, delay and affect and attempt to obstruct, delay and affect commerce and
the movement of articles and commodities in commerce by extortion; that is Montague obtained
official right.
COUNT 3
(Hobbs Act Conspiracy, 18 U.S.C. 1951)
48.
Paragraphs 1-16 and 44-46 of this Information are re-alleged and incorporated by
reference as if fully set forth herein.
19
49.
2013, in the Northern District of Ohio, Eastern Division and elsewhere, Defendant CANNON
DESIGN, Mark S. Farmer (not charged herein), and William D. Montague (not charged herein),
did knowingly combine, conspire, confederate and agree together and with others known and
unknown to the United States Attorney to obstruct, delay and affect commerce and the
movement of articles and commodities in commerce by extortion; that is Montague obtained
official right.

COUNTS 4-14
(Mail Fraud, 18 U.S.C. 1341 and 2)
50.
Paragraphs1-16 of this Information are re-alleged and incorporated by reference

The Offense
51.
From on or about March 11, 2011 through on or about March 8, 2013, the exact
dates being unknown to the United States Attorney, in the Northern District of Ohio, Eastern
Division and elsewhere, Defendant CANNON DESIGN, Mark S. Farmer (not charged herein),
and William D. Montague (not charged herein), and others known and unknown to the United
States Attorney, aiding and abetting one another, did knowingly devise and intend to devise a
scheme and artifice to defraud the United States Department of Veterans Affairs and other
20
potential VA contractors and to obtain money and property by means of materially false and
fraudulent pretenses, representations, and promises.
It was part of the offense that:
52.
Farmer and other CANNON DESIGN employees used Montagues access to VA
officials, records and things of value to give CANNON DESIGN and its designees an advantage
in obtaining VA contracts and business.
53.
Montague took steps to give CANNON DESIGN and its designees an advantage
in obtaining VA contracts and business, including by giving them non-public VA information

and streamlined access to public VA information.
54.

55.
Montague gave and offered to give Farmer and CANNON DESIGN information
concerning VA contracts and business, including VA records and things of value.

56.
employees in ways that Farmer and CANNON DESIGN could not.

57.
Montagues reasons for requesting VA records and information.

58.
records and information that Montague was forwarding it to Farmer and CANNON DESIGN.
59.
Farmer shared the VA information that Montague provided with other CANNON
DESIGN employees.
60.
CANNON DESIGN anticipated receiving payment from the VA on those projects
obtained with Montagues help.
21
61.
Montague anticipated receiving payment from CANNON DESIGN in return for
helping CANNON DESIGN with the award and administration of VA business.

Acts in Furtherance of the Scheme
62.
The factual allegations set forth in paragraphs 41(J)-41(TT) above, are fully
incorporated herein.
63.
Montague and CANNON DESIGN Employee 21, attaching CANNON DESIGN=s signed
agreement letter for consulting services with House of Montague Consulting. A CANNON
DESIGN Principal informed Montague that CANNON DESIGN was planning to submit on VA
West Los Angeles, VA San Francisco, and VA Alameda Point, and was leaning toward not
submitting on Reno, NV. Farmer asked for Montague =s insight into those VAMCs.
64.
On or about March 21, 2011 at approximately 5:50 p.m., Farmer forwarded the
email he had sent to Montague and CANNON DESIGN Employee 21 to CANNON DESIGN
Employee 12, and informed CANNON DESIGN Employee 12 that Montague will get us in to
see influential staffers at the VA, and inform us of projects before they are on the street.
65.
On or about the dates listed below, in the Northern District of Ohio and
elsewhere, Farmer, for the purpose of executing the above-described scheme and artifice, caused
matters to be delivered by the United States Postal Service and private and commercial interstate
carrier, in accordance with the directions thereon, each constituting a separate Count:
Count
Date
August 23, 2011
September 27, 2011
October 25, 2011
Description
CANNON DESIGN Payment mailed to Montague in
Brecksville, OH
Brecksville, OH
Brecksville, OH
22
December 20, 2011
March 20, 2012
May 11, 2012
10
July 13, 2012
11
August 17, 2012
12
October 5, 2012
13
December 7, 2012
14
March 8, 2013

Brecksville, OH
Brecksville, OH
Brecksville, OH
Brecksville, OH
Brecksville, OH
Brecksville, OH
Brecksville, OH
Brecksville, OH

COUNTS 15-17
(Embezzlement and Theft; Public Money, Property and
Records, 18 U.S.C. 641 and 2)
66.
Paragraphs 1, 2, 5, 6, and 16 of this Information are re-alleged and incorporated
by reference as if fully set forth herein.

67.
On or about the dates listed below, the exact dates unknown to the United States
Attorney, in the Northern District of Ohio, Eastern Division, William D. Montague (not charged
herein) aided and abetted by Defendant CANNON DESIGN, and Mark S. Farmer (not charged
herein), did knowingly receive, conceal and retain, with the intent to convert it to his use and
gain, any record and thing of value of the United States and of any department and agency
thereof, and any property made and being made under contract for the United States Department
of Veterans Affairs, each of whose value exceeded $1,000, knowing the record and thing of
23
value to have been embezzled, stolen, purloined and knowingly converted to the use of another
without authority, each constituting a separate count:
Count
Date
15
June 11, 2011
16
17
October 18, 2011

December 4, 2011
Description
Records and things of value concerning VA construction
projects, including cemetery projects, and resident engineer
staffing
Records and things of value concerning the SCIP plan
Records and things of value concerning the SCIP plan and
VA construction projects

COUNTS 18-19
(Embezzlement and Theft; Public Money, Property and
Records, 18 U.S.C. 641 and 2)
68.
Paragraphs 1, 2, 5, 6, and 16 of this Information are re-alleged and incorporated
by reference as if fully set forth herein.

69.
On or about the dates listed below, the exact dates unknown to the United States
Attorney, in the Northern District of Ohio, Eastern Division, William D. Montague (not charged
herein) aided and abetted by Defendant CANNON DESIGN and Mark S. Farmer (not charged
herein), did knowingly receive, conceal and retain, with the intent to convert it to his use and
gain, any record and thing of value of the United States and of any department and agency
thereof, and any property made and being made under contract for the United States Department
of Veterans Affairs, each of whose value exceeded $1,000, knowing the record and thing of
value to have been embezzled, stolen, purloined and knowingly converted to the use of another
without authority, each constituting a separate count:
24
Count
18
Date
January 2, 2012
19
March 25, 2012
Description
Records and information concerning the VAs Non-Recurring
Maintenance program
Records and information concerning the VA major
construction program, minor construction program and NRM
program
FORFEITURE
70.
The allegations contained in Counts 1 through 19, inclusive, of this Information
are hereby re-alleged and incorporated herein by reference for the purpose of alleging forfeiture
pursuant to 18 U.S.C. 981(a)(1)(C) and 28 U.S.C. 2461(c).
71.
As a result of the foregoing offenses, defendant CANNON DESIGN shall forfeit
to the United States all property, real and personal, which constitutes, or is derived from,
proceeds traceable to the commission of such offense(s); including, but not limited to, the
following:
a.)
MONEY JUDGMENT: The defendant CANNON DESIGN shall forfeit
property, including, but not limited to, a sum of money equal to the proceeds of Counts 1 through
19, inclusive.
SUBSTITUTE PROPERTY
72.
In the event that any property subject to forfeiture under 18 U.S.C. 981(a)(1)(C)
and 28 U.S.C. 2461(c), as a result of any act or omission of the defendant:

a.)
cannot be located upon exercise of due diligence;
b.)
has been transferred or sold to, or deposited with a third party;
25
c.)
has been placed beyond the jurisdiction of this Court;
d.)
has been substantially diminished in value; or,
e.)
has been commingled with other property which cannot be divided without
difficulty,
it is the intent of the United States, pursuant to 21 U.S.C. 853(p) [as incorporated by 28 U.S.C.
2461(c)], to seek forfeiture of any other property of the defendant, up to an amount equivalent
to the value of the forfeitable property described above.
United States Attorney
By:
26
___________________________
To Be Executed by the Authorized
Attorney at the Time of Filing
AO 455(Rev. 0 1/09) Wa iver of an Ind ictmen t
UNITED STATES DISTRICT COURT

for the
Northern Distri ct of Ohi o
United States of America
Case No.
V.
The Cannon Corporation , aka, Cannon Design

Defendant
W A IVER OF AN INDICTMENT
I understand that I have been acc used of one or more offenses punishable by imprisonment for more than one
year. I was advised in open court of my rights and the nature of the proposed charges against me.
After receiving thi s advice, I waive my right to prosecution by indictment and consent to prosecution by
information.
Date:
08/16/2016
Defendant 's signature
Signature of defendant's attorney
Terrence M. Connors
Printed name of defendant's attorney
Judge 's signature
Judge 's printed name and title
Attachment B
STATEMENT OF FACTS
Facts Related to All Schemes
1.
The following facts are taken exclusively from the indictment of United States v.
Farmer, Docket No. 14CR362 (U.S.D.C., N.D. Oh.), and were adduced at the trial of that
indictment in the United States District Court, Northern District of Ohio (Eastern Division).
2.
The United States Department of Veterans Affairs (VA) was an agency of the
United States Government, which administered a variety of benefits and services that provided
financial and other forms of assistance to service-members, veterans, their dependents and
survivors. At all relevant times, the VAs operations affected interstate commerce.
3.
On or about September 2, 1975, William D. Montague (Montague) began
working for the VA; he worked in various roles throughout his career. From on or about August
20, 1995 through his retirement on or about February 3, 2010, Montague was the Cleveland
VAMC Director. Montague had responsibility for executive-level management of two facilities
that comprised the VAMC and several outpatient clinics. On or about March 11, 2011,
Montague began working as the Medical Center Director of the Dayton VAMC, a career Senior
Executive Service position. Montague had responsibility for executive level management of the
Dayton facility. On or about December 17, 2011, Montague ended his term at the Dayton
VAMC.
4.
Montague operated a consulting company named House of Montague. At all
relevant times, House of Montagues operations affected interstate commerce.

5.
Cannon Design, Inc. (CANNON) was an integrated design firm with offices
throughout the United States. CANNON performed work for the VA directly and through its
participation in joint ventures and other teaming agreements. At all relevant times, CANNONs
operations affected interstate commerce.
6.
Mark S. Farmer (Farmer') is a former CANNON employee, who resigned his
position at CANNON rather than cooperate with CANNONs internal investigation into the facts
and circumstances set forth in this Agreement. CANNON demanded Farmers cooperation and,
rather than cooperate, Farmer resigned. Farmer joined the firm on May 19, 2003, as an architect
and project manager. He was promoted to an Associate Principal in May, 2009. He worked on
VA Cleveland work and later was involved in, and primarily responsible for, developing
business with the VA at the firm. Farmer was not a founder of CANNON and did not own a
significant portion of the firm.
7.
Farmer and Montague exchanged emails and other communications with one
another that reflected confidential VA information Montague was sharing with Farmer. Farmer
shared that confidential VA information with CANNON through email exchanges with other
CANNON employees discussing the information.
8.
Beginning in or around February 2010, and continuing through on or about
March 8, 2013, in the Northern District of Ohio, Eastern Division and elsewhere, Farmer,
Montague, and CANNON did conspire with each other and with other persons to violate Title
18, United States Code, Sections 641 (Theft and Receipt of Government Property), 1341 (Mail
Fraud), 1343 (Wire Fraud) and 1951 (Hobbs Act Bribery).
9.
Montague, Farmer and CANNON committed overt acts in furtherance of the
conspiracy.
10.
Farmer, while employed at CANNON, received VA records and things of value,
including nonpublic information concerning the VA and streamlined access to public information
concerning the VA, which Farmer should have known, and was deliberately ignorant of the fact
that, Montague had embezzled, stolen, purloined or converted to the use of another without
authority from the VA.
11.
Farmer should have known, and was deliberately ignorant of the fact that, while
Montague was employed as the Dayton VA Director, he solicited and obtained money and
property not due his office, from CANNON, in return for him performing and promising to
perform official acts to benefit Farmer and CANNON.
12.
Farmer and CANNON knew that Montague had access to and influence with VA
officials that Farmer and CANNON did not. Farmer should have known, and was deliberately
ignorant of the fact, that Montague used his access and influence with VA officials to give
CANNON an advantage in obtaining VA contracts and business, including by providing Farmer
and CANNON non-public VA information and streamlined access to public VA information.
13.
Farmer should have known, and was deliberately ignorant of the fact that, with
few exceptions, the documents and other information Montague was providing to Farmer were,
at the time they were provided, not publically available. Among other facts, Farmer deliberately
ignored that certain documents Montague provided to Farmer were clearly marked as
confidential and not for public dissemination. Farmer shared these and other documents with his
peers and superiors at CANNON, and indeed, asked Montague to obtain information about
specific VA contracts on behalf of his colleagues at CANNON to attempt to benefit CANNON.
14.
Based on his personal knowledge of the government contracting process, and the
nature of the documents and information Montague provided, Farmer should have known, and
was deliberately ignorant of the fact that, in order to obtain the non-public VA information and
streamlined access to information Montague was providing Farmer and CANNON, Montague
actively concealed a material fact from VA employees from whom Montague requested VA
records and information that Montague was forwarding the records and information to Farmer
and CANNON.
15.
When Montague was employed by the Dayton VA, Farmer should have known,
and was deliberately ignorant of the fact that, Montague unlawfully performed and promised to
perform official acts to benefit Farmer and CANNON, in return for Farmer causing CANNON to
offer and provide things of value to Montague and his designees.
16.
Each relevant record and thing of value Farmer and CANNON obtained and
sought to obtain from the VA exceeded $1,000 in value.

17.
Farmer should have known, and was deliberately ignorant of the fact that the
conduct of Montague, Farmer and CANNON obstructed, delayed and affected or was an attempt
to obstruct, delay and affect commerce and the movement of articles and commodities in
commerce by extortion.
18.
Farmer, CANNON and Montague transmitted and caused to be transmitted by
means of wire communication, in interstate commerce, writings, signs, signals, pictures, and
sounds and used and caused to be used the United States mail and private and commercial
interstate carriers to send and deliver mail matter, all in furtherance of the conspiracy, including
the following mail matter and interstate wire communications sent and received in the Northern
District of Ohio:
(A)
Email communications, including email communications between Montague and

Farmer;
(B)
Interstate telephone communications, including Montagues conversations with

Farmer and with VA employees; and
(C)
Sending and receiving documents through the U.S. mail and interstate mail
carrier, including Montague sending House of Montague consulting invoices to
CANNON, and CANNONs payment on those invoices.
19.
From in or around February 2010 through on or about March 11, 2011, in the
Northern District of Ohio, Eastern Division and elsewhere, Farmer, Montague, CANNON
(which is responsible for Farmers conduct) and others did knowingly devise and intend to
devise a scheme and artifice to defraud the VA and other potential VA contractors, and to obtain
money and property by means of materially false and fraudulent pretenses, representations, and
promises.
20.
Farmer and CANNON used Montagues access to VA officials, records and
things of value to give CANNON an advantage in obtaining VA contracts and business.

21.
Montague took steps to give CANNON an advantage in obtaining VA contracts
and business, including by giving Farmer non-public VA information and streamlined access to
public VA information.
22.

23.
Montague gave and offered to give CANNON (through Farmer) information
concerning VA contracts and business.

24.
employees in ways that CANNON could not.

25.
Montagues reasons for requesting VA records and information. Based on his personal
knowledge of the government contracting process, and the nature of the documents and
information he was receiving from Montague, Farmer should have known, and was deliberately
ignorant of the fact that, in order to obtain the non-public VA information and streamlined access
to information Montague was providing to Farmer and CANNON, Montague actively concealed
a material fact from VA employees from whom Montague requested VA records and information
that Montague was forwarding to Farmer.
26.
records and information that Montague was forwarding it to Farmer.

27.
Farmer shared the VA information that Montague provided with other
CANNON employees.
28.
elsewhere, Farmer, Montague, and CANNON, for the purpose of executing the above-described
scheme and artifice, transmitted and caused to be transmitted by means of wire communication
in interstate commerce: (1) a June 2, 2010 at 2:43 p.m. email from Montagues sbcglobal.net
email account, which Montague transmitted from the Northern District of Ohio, to Farmers
email, located in New York, I made my contact at Danville[] aware of the concerns outlined in
your e mail. I sent no paper or e-mails. . . Neither contracting or the facility anticipate
problems.; and (2) a June 2, 2010 at 6:29 a.m. email from Montagues sbcglobal.net email
account, which Montague transmitted from the Northern District of Ohio, to Farmers email,
located in New York, attaching Montagues consulting contract proposal and writing, Your
SCIP documents about the VAs strategic planning intentions are in the mail. Should one of us
notify CFM of the intent to use the IDIQ? Danville and VISN 11 are beginning to process the
task order.
29.
2013, in the Northern District of Ohio, Eastern Division and elsewhere, Montague, aided and
abetted by Farmer and CANNON, did knowingly obstruct, delay and affect and attempt to
obstruct, delay and affect commerce and the movement of articles and commodities in commerce
by extortion; that is, Montague obtained property not due to him or his office, namely consulting
fees and expense reimbursements for House of Montague and himself, from CANNON, with its
consent, under color of official right.
30.
Farmer knew or should have known, and was deliberately ignorant of the fact
that, Montague violated the Hobbs Act by accepting money for House of Montague from
CANNON, not due Montagues office, with CANNONs consent, in return for Montague
performing official acts to benefit CANNON.
31.
Farmer helped and encouraged Montague to commit the crime and knew he was
helping and encouraging Montague to commit the crime. CANNON employees asked Farmer
for Montagues help obtaining VA information or access to VA officials. Farmer forwarded
those requests to Montague. Montague used his official position to obtain the information
requested and the access to VA officials and thereafter, provided it to Farmer. Farmer knew or
should have known, and was deliberately ignorant of the fact that, Montague used his official
position with the VA to fulfill CANNONs requests. Farmer also approved Montagues
consulting invoices, which enabled Montague to receive payment from CANNON.
32.
Farmer knew or should have known, and was deliberately ignorant of the fact
that, by CANNON, an international corporation, using corporate money to pay Montague

consulting fees, in an effort to obtain an advantage with VA contracts in a manner that affected
interstate commerce.
33.
From on or about March 11, 2011 through on or about March 20, 2012, in the
Northern District of Ohio, Eastern Division and elsewhere, Farmer, Montague, CANNON and
others, aiding and abetting one another, did knowingly devise and intend to devise a scheme and
artifice to defraud the United States Department of Veterans Affairs and other potential VA
contractors, and to obtain money and property by means of materially false and fraudulent
pretenses, representations, and promises.
34.
Farmer used Montagues access to VA officials, records and things of value to
give CANNON an advantage in obtaining VA contracts and business.

35.
Montague took steps to give CANNON an advantage in obtaining VA contracts
and business, including by giving them non-public VA information and streamlined access to
public VA information.
36.

37.
Montague gave and offered to give Farmer information concerning VA contracts
and business.
38.
employees in ways that Farmer and CANNON could not.

39.
Montagues reasons for requesting VA records and information. Based on his personal
knowledge of the government contracting process and the nature of the documents and
information he was receiving from Montague, Farmer should have known, and was deliberately
ignorant of the fact that, in order to obtain the non-public VA information and streamlined access
to information Montague was providing to CANNON, Montague actively concealed a material
fact from VA employees from whom Montague requested VA records and information that
Montague was forwarding to Farmer.
40.
Montague concealed from VA employees, from whom Montague requested VA
records and information, that Montague was forwarding it to Farmer.
41.
Farmer shared the VA information that Montague provided with other
CANNON employees.
42.
CANNON anticipated receiving payment from the VA on those projects
obtained with Montagues help. On one project, CANNON employees discussed that they
thought VA West LA might be worth $20 million, if CANNON was awarded the project.
43.
Montague anticipated receiving payments from CANNON in return for helping
CANNON with the award and administration of VA business.

44.
Farmer caused CANNON to pay House of Montague in exchange for what
Farmer should have known was non-public VA information and streamlined access to public
information concerning the VA.
45.
elsewhere, Farmer, for the purpose of executing the above-described scheme and artifice, caused
matters to be delivered by the United States Postal Service and private and commercial interstate
carrier, in accordance with the directions thereon:
Date
May 13, 2011
August 23, 2011
September 27, 2011
October 25, 2011
December 20, 2011
March 20, 2012
May 11, 2012
July 13, 2012
August 17, 2012
October 5, 2012
December 7, 2012
March 8, 2013
46.
Description
Cannon Payment mailed to Montague in Brecksville, OH
Carmon Payment mailed to Montague in Brecksville, OH
On or about the dates listed below, in the Northern District of Ohio, Eastern
Division, Montague aided and abetted by Farmer and CANNON, did knowingly receive, conceal
and retain, with the intent to convert it to his use and gain, a record and thing of value of the
United States and of any department and agency thereof, and any property made and being made
under contract for the United States Department of Veterans Affairs, each of whose value
exceeded $1,000.00, knowing the record and thing of value to have been embezzled, stolen,
purloined and knowingly converted to the use of another without authority:
Date
June 11, 2011
October 18, 2011

December 4, 2011
January 2, 2012
47.
Description
Records and things of value concerning VA construction
projects, including cemetery projects, and resident engineer
staffing.
Records and things of value concerning the SCIP plan.
Records and things of value concerning the SCIP plan and
VA construction projects.
Records and information concerning the VAs Non-Recurring
Maintenance program.
For each item above, Farmer knew or should have known, and was deliberately
ignorant of the fact that, Montague knowingly received, concealed and retained, with the intent
to convert it to his use and gain, a record and thing of value of the United States, each of whose
value exceeded $1,000.00, knowing the record and thing of value to have been embezzled,
stolen, purloined and knowingly converted to the use of another without authority. Farmer
helped and encouraged Montague to commit the crime and Farmer knowingly intended to help
commit and encourage the crime. CANNON employees asked Farmer for VA information and
Farmer forwarded those requests to Montague. Farmer knew or should have known, and was
deliberately ignorant of the fact that, Montague embezzled or purloined the records and
thereafter, retained the records with the intent to convert it to the House of Montagues use by
accepting payments from CANNON in return for providing the records.
48.
Farmer and CANNON did not conceive of or initiate this criminal conduct.
10
49.
CANNONs legal counsel directed Farmer, at the outset of his exchanges of
information with Montague, to avoid even the appearance of impropriety in his communications
with Montague. CANNON also obliged Montague to agree by contract not to engage in any
illegal conduct, and Montague agreed to this condition of his engagement. Notwithstanding
these efforts, CANNON, Farmer, and Montague engaged in their illegal conduct with one
another while others at CANNON failed to appreciate the content of the emails Farmer
exchanged, some of which included specific references to the confidential nature of the VA
information Montague was sharing with Farmer. Others at CANNON failed to stop the improper
and illegal exchange of the information from Montague to Farmer. CANNON recognizes that it
is responsible for the acts of its employees, despite efforts CANNON undertook to prevent
Montague and Farmer from engaging in wrongdoing, and CANNON accepts responsibility
because it did not adequately monitor Farmers interactions with Montague to make certain the
two were not engaged in improper or illegal activity and because CANNON did not put a stop to
the exchanges of information between Montague and Farmer, on the one hand, and Farmer and
other CANNON employees, on the other hand.
50.
Farmers superiors at CANNON knew about Montagues official position at the
VA and the confidential and competitively advantageous nature of the information Montague
was providing Farmer, in exchange for payment from CANNON, while Montague was a public
official.
51.
In total, Farmer caused CANNON to pay $70,801.64 to Montague.
11
CAN\JON)ESIGN
ATTACHMENT D
COMPLIANCE REMEDIATION EFFORTS
Mission
CannonDesign is committed to maintaining and championing a culture where ethics, integrity, and
compliance are paramount considerations in all of its decisions. The mission of the Office of Compliance is
to establish a formal strategy and program to further strengthen how the firm lives and demonstrates its core
values known as the Vision .
Compliance Remediation Efforts
Since the initiation of a formal Compliance Program in April 2014, CannonDesign has undertaken a robust
course of action inculcating a philosophy in the Firm that reflects a commitment to maintaining and
championing a culture of ethics, integrity, and compliance .
The Program is designed to educate employees ; foster an ethical corporate environment; establish
mechanisms to detect unlawful or unethical behavior; and audit our employees' and partner's adherence to
law, policy and the Firm's core values.
One of the true tests of an effective Compliance Program is whether the Firm and its employees avail itself of
the policies and procedures to identify and mitigate risk. CannonDesigners ask insightful questions and seek
guidance to help ensure best outcomes. Our robust risk management program has resulted in
CannonDesign proactively looking for risk, mitigating it to the degree possible and making more insightful
decisions.
As part of this ongoing process, numerous self-identified remedial measures have been undertaken and put
in place to address pre-existing structural weaknesses. Some of the more salient remediations put in place
include the following :
Hired a highly qualified Director of Compliance with direct access to the CEO, General Counsel and
Board of Directors to initiate a formalized Compliance Program.
Hired a new General Counsel and an additional attorney to assist in the implementation of
CannonDesign's risk management and business practices.
Wrote and adopted a formal Corporate Compliance Program.
Appointed Integrity Champions throughout the Firm in every office.
Implemented the formalized compliance training of every employee.
Appointment (vote by shareholders) of a new Board of Directors to include the Director of

Compliance.
Appointed an Ethics Committee with Compliance oversight and reporting responsibility .
Hired outside resources (attorneys) to assist in due diligence-risk based reviews .
2170 WHITEHAVEN ROAD, GRAND ISLAND, NEW YORK 14072
Implemented international ethics and compliance Hotline; initiated internal and external websites
dedicated to compliance ; initiated internal compliance library; modified all contractual language to
strengthen ethics and compliance mandates; established through a third party vendor, an electronic
ethics and compliance library of resource material including interactive material.
Wrote and implemented specific policy statements to supplement general compliance policies.
Initiated bi-annual meetings with CannonDesign Integrity Champions and the Ethics Committee.
Required initial compliance training by Human Resources (HR) upon hiring of all new employees.
Initiated auditing and control testing to ensure compliance effectiveness.
Completed initial compliance training of 100% of employees, including 4.5 hour training regimen for
each totaling approximately 4,200 hours .
Initiated the "Acts of Integrity" Program to reward ethical and compliance behavior.
The Board of Directors approves CannonDesign's first Code of Conduct with a Federal Procurement
Supplement. The Code is called, "Living our Vision" and can be located on internal and external
websites .
HR incorporates compliance and ethics language in its job postings, offer letters and exit interviews.
Director of Compliance attends the Society of Corporate Compliance and Ethics (SCCE) Training
Program, and attains SCCE Certification as a Certified Compliance and Ethics Professional (CCEP).
Compliance verifies the status of all current and future employees and consultants via the General
Services Administration (GSA) Excluded Parties List System (EPLS) as shown in the System for
Award Management (SAM) as not being suspended or debarred.
Conduct SAM reviews for current and potential business partners to ensure they are not suspended,
debarred or otherwise ineligible for Federal programs.
Implemented practice of the Director of Compliance personally contacting every new CannonDesign
Employee to introduce them to the Compliance Program.
Implemented annual compliance training mandates, via the electronic library, of minimum training
hours: Board of Directors - 4 hours; CannonDesign Officers - 2 hours; CannonDesign employees 1
hour.
Disciplined employees with discipline ranges including termination; ban from work; ban from
supervision roles ; downward income adjustments; mandated compliance certifications; permanent
HR records reflecting discipline.
Developed a CannonDesign Post-Government Employment Policy and protocol with HR.
Additional Compliance Office Staffing: 1 attorney with 6 + years in the A & E industry (total of 10
years professional experience).
Compliance works closely with internal and external counsel to modify and publish the Firm's Bylaws
resulting in a strengthened Board of Directors with additional governance policies and procedures
put in place to help ensure increased review and oversight.
Continued additional Firm-wide training planned with outside law firms on FCPA and Federal
Procurement and Non Public Information.
Corporate Citizenship Training and Certification (Corporate Citizen Management - CCM) for the
Director of Compliance from the Boston College, Carroll School of Management.
Board of Directors provided specific FCPA Training.
HR adds compliance metrics to performance appraisals.
Developing a CannonDesign IT Risk Mediation Plan with Board oversight.
Total Compliance training hours provided to CannonDesign from July 17, 2014 through July 17,
2016, is 9,038+ hours.
Implemented detailed memorialization of international travel for FCPA related spending .
Implemented two party certification for expense reports .
Contracted with independent third party vendor for IT risk management audit.
Board of Directors incorporates compliance and ethics considerations into evaluation and
remuneration package for new CEO.
The cost of CannonDesign's compliance and remediation efforts is approximately $2.5 million. Through
these comprehensive efforts and initiatives, CannonDesign has implemented a compliance regime that is the
gold standard of the industry.

Criminal Enforcement Agreement

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Criminal Enforcement Agreement

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CRIMINAL ENFORCEMENT AGREEMENT

Criminal Information and Acceptance of Responsibility

Term of the Agreement

Receiving or seeking to recei ve any fees , money, compensation, or anything

Acting or seeking to act as a prime contractor, sub-contractor, tertiary

Providing or seeking to provide any services to any parties performing work

Serving or seeking to serve as part of a design build team;

Participating or seeking to participate in any public, private planning effort;

Providing or seeking to provide sub-consulting services;

Lending or seeking to lend staff to other entities to work on the West LA

Selling or seeking to sell project work products or follow-on products gained

Providing or seeking to provide training, marketing, support services, or

Providing or seeking to provide advisory services to consultants, subconsultants, vendors, or concessionaires;

Providing or seeking to provide support services to legal teams against the

Taking payment for any publications, articles, books, software, or electronic

Performing or seeking to perfo1m any work related to a Non-Recurring

requested by Federal Law Enforcement, present or former directors, officers, employees,

Corporate Compliance, Ethics, and Internal Controls

Base Offense Level

Criminal Enforcement Resolution

for pe1jury or obstruction of justice;

Breach of the Agreement

Sale or Merger of the Companv

Public Statements by the Company and the NDOH

such person contradicts in whole or in part a statement contained in the Statement of

Limitations on Binding Effect of Agreement

Printed Name of Authorized Signatory

ATTACHMENT A CRIMINAL INFORMATION

IN THE UNITED STATES DISTRICT COURT

The United States Attorney charges:

On or about September 2, 1975, William D. Montague (Montague) began

Montague operated a consulting company named The House of Montague.

Defendant CANNON DESIGN was an integrated design firm with offices

Mark S. Farmer (Farmer) was employed by CANNON DESIGN in several

different capacities, including Associate Principal.

CANNON DESIGN Employee 1 was a senior level executive at CANNON

CANNON DESIGN Employee 2 was a senior level executive at CANNON

CANNON DESIGN Employee 3 was a vice president of CANNON DESIGN.

CANNON DESIGN Employee 5 was a principal of CANNON DESIGN.

CANNON DESIGN Employees 6-11, 18 and 20-21 were CANNON DESIGN

VA Employee 14 was a VA employee in the Office of Construction and Facilities

VA Employee 15 was a VA employee in Danville, IL.

The Strategic Capital Investment Plan (SCIP) was a VA document that

The United States Attorney further charges:

Paragraphs 1-16 of this Information are re-alleged and incorporated by reference

as if fully set forth herein.

CANNON DESIGNs operations affected interstate commerce.

The VAs operations affected interstate commerce.

The House of Montagues operations affected interstate commerce.

Beginning in or around February 2010, and continuing through on or about March

Farmer and other CANNON DESIGN employees used Montagues access to VA

in obtaining VA contracts and business, including by giving them non-public VA information

Farmer asked Montague to obtain information concerning VA contracts and

business, including VA records and things of value.

concerning VA contracts and business, including VA records and things of value.

Montague used his power and influence at the VA to gain access to VA

employees in ways that Farmer and CANNON DESIGN could not.

Montague gave false and misleading information to VA employees about

Montagues reasons for requesting VA records and information.

Montague concealed from VA employees from whom Montague requested VA

CANNON DESIGN anticipated receiving payment from the VA on those projects

obtained with Montagues help.

Montague anticipated receiving payment from CANNON DESIGN in return for

helping CANNON DESIGN with the award and administration of VA business.