HomeMy WebLinkAbout2018-004BAgreement
THIS AGREEMENT is by and between INDIAN RIVER COUNTY, a Political Subdivision of the State of Florida
organized and existing under the Laws of the State of Florida, (hereinafter called OWNER)
and 0/insLj :3 , _Z1 c, ,
(hereinafter called CONSULTANT). OWNER and CONSULTANT, in consideration of the mutual covenants
hereinafter set forth, agree as follows:
ARTICLE 1- WORK
CONSULTANT shall complete all Work as specified or indicated in the Contract Documents. The Work is
generally described in Exhibit 1— Scope of Work.
ARTICLE 2 - THE PROJECT
The Project for which the Work under the Contract Documents may be the whole or only a part is generally
described as follows:
Project Name: Annual Maintenance of West Wetlands at West Regional
Wastewater Treatment Facility
RFP Number: 2018004
Project Address: 8405 8th Street, Vero Beach, FL 32968
ARTICLE 3 - CONTRACT TIMES
3.01 This agreement shall be effective from February 1, 2018 until January 31, 2020, unless terminated
earlier as authorized within this agreement. One additional two-year renewal is available, subject to vendor
acceptance, satisfactory performance, and staff's determination that a renewal would be in the best interest
of the County.
ARTICLE 4 - CONTRACT PRICE
4.01 OWNER shall pay CONSULTANT for completion of the Work at the prices stated in
CONSULTANT's Cost Proposal, attached hereto as an Exhibit 2.
ARTICLE 5 - PAYMENT PROCEDURES
5.01 Monthly Payments.
A. The OWNER shall make monthly payments to the CONSULTANT on the basis of an approved
invoice and in accordance with the provisions of the Local Government Prompt Payment Act,
Florida Statutes section 218.70 et. seq.
5.02 Pay Requests.
A. Each request for a progress payment shall contain the CONSULTANT'S certification. All
progress payments will be on the basis of progress of the work measured by the schedule
1
of values established, or in the case of unit price work based on the number of units
completed.
5.03 Paragraphs 5.01 and 5.02 do not apply to construction services work purchased by the County as
OWNER which are paid for, in whole or in part, with federal funds and are subject to federal grantor laws
and regulations or requirements that are contrary to any provision of the Local Government Prompt
Payment Act. In such event, payment and retainage provisions shall be governed by the applicable grant
requirements and guidelines.
ARTICLE 6 - INDEMNIFICATION
6.01 CONSULTANT shall indemnify and hold harmless the OWNER, and its officers and employees, from
liabilities, damages, losses and costs, including, but not limited to, reasonable attorney's fees, to the
extent caused by the negligence, recklessness, or intentional wrongful misconduct of the
CONSULTANT and persons employed or utilized by the CONSULTANT in the performance of the
Work.
ARTICLE 7 - CONSULTANT'S REPRESENTATIONS
7.01 In order to induce OWNER to enter into this AgreLment CONSULTANT makes the following
representations:
A. CONSULTANT has examined and carefully studied the Contract Documents and the other related
data identified in the Invitation to Bid documents.
B. CONSULTANT has visited the Site and become familiar with and is satisfied as to the general, local,
and Site conditions that may affect cost, progress, and performance of the Work.
C. CONSULTANT is familiar with and is satisfied as to all federal, state, and local Laws and Regulations
that may affect cost, progress, and performance of the Work.
D. CONSULTANT has obtained and carefully studied (or assumes responsibility for having done so) all
additional or supplementary examinations, investigations, explorations, tests, studies, and data
concerning conditions (surface, subsurface, and Underground Facilities) at or contiguous to the Site
which may affect cost, progress, or performance of the Work or which relate to any aspect of the
means, methods, techniques, sequences, and procedures of construction to be employed by
CONSULTANT, including applying the specific means, methods, techniques, sequences, and
procedures of construction, if any, expressly required by the Contract Documents to be employed
by CONSULTANT, and safety precautions and programs incident thereto.
E. CONSULTANT does not consider that any further examinations, investigations, explorations, tests,
studies, or data are necessary for the performance of the Work at the Contract Price, within the
Contract Times, and in accordance with the other terms and conditions of the Contract Documents.
CONSULTANT is aware of the general nature of work to be performed by OWNER and others at the
Site that relates to the Work as indicated in the Contract Documents.
G. CONSULTANT has correlated the information known to CONSULTANT, information and observations
obtained from visits to the Site, reports and drawings identified in the Contract Documents, and all
additional examinations, investigations, explorations, tests, studies, and data with the Contract
Documents.
H. CONSULTANT has given OWNER written notice of all conflicts, errors, ambiguities, or discrepancies
that CONSULTANT has discovered in the Contract Documents, and the written resolution thereof by
OWNER is acceptable to CONSULTANT.
I. The Contract Documents are generally sufficient to indicate and convey understanding of all terms
and conditions for performance and furnishing of the Work.
ARTICLE 8 - CONTRACT DOCUMENTS
8.01 Contents
A. The Contract Documents consist of the following:
(1) This Agreement (pages 1 to _, inclusive);
(2) Certificate of Liability Insurance
(3) Request for Proposals 2018004
(4) Addenda (numbers _ to inclusive);
(5) CONSULTANT'S Proposal (pages _to_, inclusive);
(6) Sworn Statement Under Section 105.08, Indian River County Code, on Disclosure of Relationships
(pages_to inclusive);
(7) Certification Regarding Lobbying
(8) The following which may be delivered or issued on or after the Effective Date of the Agreement
and are not attached hereto:
a) Written Amendments;
b) Work Change Directives;
c) Change Order(s).
ARTICLE 9 - MISCELLANEOUS
9.01 Terms
A. Terms used in this Agreement will have the meanings indicated in the Request for Proposals
M
9.02 Assignment of Contract
A. No assignment by a party hereto of any rights under or interests in the Agreement will be binding
on another party hereto without the written consent of the party sought to be bound; and,
specifically but without limitation, moneys that may become due and moneys that are due may not
be assigned without such consent (except to the extent that the effect of this restriction may be
limited by law), and unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility
under the Contract Documents.
9.03 Successors and Assigns
A. OWNER and CONSULTANT each binds itself, its partners, successors, assigns, and legal
representatives to the other party hereto, its partners, successors, assigns, and legal representatives
in respect to all covenants, agreements, and obligations contained in the Contract Documents.
9.04 Severability
A. Any provision or part of the Contract Documents held to be void or unenforceable under any Law
or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid and
binding upon OWNER and CONSULTANT, who agree that the Contract Documents shall be reformed
to replace such stricken provision or part thereof with a valid and enforceable provision that comes
as close as possible to expressing the intention of the stricken provision.
9.05 Venue
A. This Agreement shall be governed by the laws of the State of Florida. Venue for any lawsuit brought
by either party against the other party or otherwise arising out of this Agreement shall be in Indian
River County, Florida, or, in the event of a federal jurisdiction, in the United States District Court for
the Southern District of Florida.
9.06 Public Records Compliance
A. Indian River County is a public agency subject to Chapter 119, Florida Statutes. The Consultant
shall comply with Florida's Public Records Law. Specifically, the Consultant shall:
(1) Keep and maintain public records required by the County to perform the service.
(2) Upon request from the County's Custodian of Public Records, provide the County with a
copy of the requested records or allow the records to be inspected or copied within a reasonable
time at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by
law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the duration of
the contract term and following completion of the contract if the Consultant does not transfer
the records to the County.
4
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the Consultant or keep and maintain public records required by the County to
perform the service. If the Consultant transfers all public records to the County upon completion
of the contract, the Consultant shall destroy any duplicate public records that are exempt or
confidential and exempt from public records disclosure requirements. If the Consultant keeps and
maintains public records upon completion of the contract, the Consultant shall meet all applicable
requirements for retaining public records. All records stored electronically must be provided to
the County, upon request from the Custodian of Public Records, in a format that is compatible
with the information technology systems of the County.
B. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
(772) 226-1424
pubiicrecords@ircgov.com
Indian River County Office of the County Attorney
180127 th Street
Vero Beach, FL 32960
C. Failure of the Consultant to comply with these requirements shall be a material breach of this
Agreement.
9.07 Entire and Sole Agreement
A. Except as specifically stated herein, the Agreement Documents constitute the entire agreement
between the parties and supersede all other agreements, representations, warranties,
statements, promises, and understandings not specifically set forth in the Agreement Documents.
Neither party has in any way relied, nor shall in any way rely, upon any oral or written agreements,
representations, warranties, statements, promises or understandings not specifically set forth in
the Agreement Documents.
9.08 Amendments
A. The parties may modify this Agreement at anytime by written agreement. Neither the Agreement
Documents nor any term thereof may be changed, waived, discharged or terminated orally,
except by an instrument in writing signed by the party against which enforcement of the change,
waiver, discharge or termination is sought.
9.09 Construing Provisions
A. This Agreement shall not be construed against the party who drafted the same, as both parties
have obtained experts of their choosing to review the legal and business adequacy of the same.
In any conflict between Exhibit 1, Scope of Services, and the general terms of this agreement, the
provisions of the latter shall prevail.
9.10 Independent Consultant
A. CONSULTANT is an independent Consultant. Neither Consultant nor Consultant's employees are
employees of the City. Consultant may perform services for others, which solely utilize
5
Consultant's facilities and do not violate any confidentiality requirements of this Agreement.
Consultant is solely responsible for compliance with all labor and tax laws pertaining to
Consultant, its officers, agents, and employees, and shall indemnify and hold the City harmless
from any failure to comply with such laws. Consultant's duties with respect to Consultant, its
officers, agents, and employees, shall include, but not be limited to: (1) providing Workers'
Compensation coverage for employees as required by law; (2) hiring of any employees, assistants,
or sub -consultant necessary for performance of the Work; (3) providing any and all employment
benefits, including, but not limited to, annual leave, sick leave, paid holidays, health insurance,
retirement benefits, and disability insurance; (4) payment of all federal, state and local taxes
income or employment taxes, and, if Consultant is not a corporation, self-employment (Social
Security) taxes; (5) compliance with the Fair Labor Standards Act, 29 U.S.C. §§ 201, et seq.,
including payment of overtime in accordance with the requirements of said Act; (6) providing
employee training for all functions necessary for performance of the Work; (7) providing
equipment and materials necessary to the performance of the Work; and (8) providing office or
other facilities for the performance of the Work. In the event the City provides training,
equipment, materials, or facilities or otherwise facilitate performance of the Work, this shall not
affect any of Consultant's duties hereunder or alter Consultant's status as an independent
Consultant.
ARTICLE 10 — FEDERAL CLAUSES
10.01 OWNER and CONSULTANT will adhere to the following, as applicable to this work
A. Equal Employment Opportunity. During the performance of this contract, the Consultant agrees
as follows:
(1) The Consultant will not discriminate against any employee or applicant for employment
because of race, color, religion, sex, or national origin. The Consultant will take affirmative action
to ensure that applicants are employed, and that employees are treated during employment
without regard to their race, color, religion, sex, or national origin. Such action shall include, but
not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or
recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and
selection for training, including apprenticeship. The Consultant agrees to post in conspicuous
places, available to employees and applicants for employment, notices to be provided setting
forth the provisions of this nondiscrimination clause.
(2) The Consultant will, in all solicitations or advertisements for employees placed by or on behalf
of the Consultant, state that all qualified applicants will receive considerations for employment
without regard to race, color, religion, sex, or national origin.
(3) The Consultant will send to each labor union or representative of workers with which he has a
collective bargaining agreement or other contract or understanding, a notice to be provided
advising the said labor union or workers' representatives of the Consultant's commitments under
this section, and shall post copies of the notice in conspicuous places available to employees and
applicants for employment.
(4) The Consultant will comply with all provisions of Executive Order 11246 of September 24,
1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
(5) The Consultant will furnish all information and reports required by Executive Order 11246 of
September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant
thereto, and will permit access to his books, records, and accounts by the administering agency
0
and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules,
regulations, and orders.
(6) In the event of the Consultant's noncompliance with the nondiscrimination clauses of this
contract or with any of the said rules, regulations, or orders, this contract may be canceled,
terminated, or suspended in whole or in part and the Consultant may be declared ineligible for
further Government contracts or federally assisted construction contracts in accordance with
procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions
as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24,
1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
(7) The Consultant will include the portion of the sentence immediately preceding paragraph (1)
and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless
exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to section 204
of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon
each sub -consultant or vendor. The Consultant will take such action with respect to any
subcontract or purchase order as the administering agency may direct as a means of enforcing
such provisions, including sanctions for noncompliance: Provided, however, That in the event a
Consultant becomes involved in, or is threatened with, litigation with a sub -consultant or vendor
as a result of such direction by the administering agency the Consultant may request the United
States to enter into such litigation to protect the interests of the United States.
B. Compliance with the Copeland "Anti -Kickback" Act.
(1) Consultant. The Consultant shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the
requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into
this contract.
(2) Subcontracts. The Consultant or sub -consultant shall insert in any subcontracts the clause
above and such other clauses as the FEMA may by appropriate instructions require, and also a
clause requiring the sub -consultant to include these clauses in any lower tier subcontracts. The
prime Consultant shall be responsible for the compliance by any sub -consultant or lower tier sub -
consultant with all of these contract clauses.
(3) Breach. A breach of the contract clauses above may be grounds for termination of the contract,
and for debarment as a Consultant and sub -consultant as provided in 29 C.F.R. § 5.12.
C. Clean Air Act:
(1) The Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
(2) The Consultant agrees to report each violation to the OWNER and understands and agrees
that the OWNER will, in turn, report each violation as required to assure notification to the State
of Florida, Federal Emergency Management Agency, and the appropriate Environmental
Protection Agency Regional Office.
(3) The Consultant agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FEMA.
D. Federal Water Pollution Control Act:
(1) The Consultant agrees to comply with all applicable standards, orders or regulations issued
pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.
(2) The Consultant agrees to report each violation to the OWNER and understands and agrees
that the OWNER will, in turn, report each violation as required to assure notification to the State
7
of Florida, Federal Emergency Management Agency, and the appropriate Environmental
Protection Agency Regional Office.
(3) The Consultant agrees to include these requirements in each subcontract exceeding $100,000
financed in whole or in part with Federal assistance provided by FEMA.
E. Energy Policy and Conservation Act—The Consultant agrees to comply with mandatory
standards and policies relating to energy efficiency which are contained in the state energy
conservation plan issued in compliance with the Energy Policy and Conservation Act.
F. Suspension and Debarment
(1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As
such the Consultant is required to verify that none of the Consultant, its principals (defined at 2
C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R.
§ 180.940) or disqualified (defined at 2 C.F.R. § 180.935).
(2) The Consultant must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C
and must include a requirement to comply with these regulations in any lower tier covered
transaction it enters into.
(3) This certification is a material representation of fact relied upon by Indian River County. If it is
later determined that the Consultant did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R.
pt. 3000, subpart C, in addition to remedies available to the State of Florida and Indian River
County), the Federal Government may pursue available remedies, including but not limited to
suspension and/or debarment.
(4) The bidder or proposer agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C
and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract
that may arise from this offer. The bidder or proposer further agrees to include a provision
requiring such compliance in its lower tier covered transactions.
G. Byrd Anti -Lobbying Amendment (31 U.S.C. § 1352 (as amended)—Consultants who apply or bid
for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier
above that it will not and has not used Federal appropriated funds to pay any person or
organization for influencing or attempting to influence an officer or employee of any agency, a
member of Congress, officer or employee of Congress, or an employee of a member of Congress
in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C.
§ 1352. Each tier shall also disclose any lobbying with non -Federal funds that takes place in
connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up
to the recipient.
H. Procurement of Recycled/Recovered Materials:
(1) In the performance of this contract, the Consultant shall make maximum use of products
containing recovered materials that are EPA -designated items unless the product cannot be
acquired—
(i) Competitively within a timeframe providing for compliance with the contract
performance schedule;
(ii) Meeting contract performance requirements; or
(iii) At a reasonable price.
(2) Information about this requirement is available at EPA's Comprehensive Procurement
Guidelines we b site, http://www.epa.gov/cpjg . The list of EPA -designate items is available at
http://www.epa.gov/cpg/products.htm.
8
Access to Records: The following access to records requirements apply to this contract:
(1) The Consultant agrees to provide OWNER, the FEMA Administrator, the Comptroller General
of the United States, or any of their authorized representative's access to any books, documents,
papers, and records of the Consultant which are directly pertinent to this contract for the
purposes of making audits, examinations, excerpts, and transcriptions.
(2) The Consultant agrees to permit any of the foregoing parties to reproduce by any means
whatsoever or to copy excerpts and transcriptions as reasonably needed.
(3) The Consultant agrees to provide the FEMA Administrator or his authorized representative's
access to construction or other work sites pertaining to the work being completed under the
contract.
J. DHS Seal, Logo, and Flags: The Consultant shall not use the DHS seal(s), logos, crests, or
reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval.
K. Compliance with Federal Law, Regulations, and Executive Orders: This is an acknowledgement
that FEMA financial assistance will be used to fund the contract only. The Consultant will comply
will all applicable federal law, regulations, executive orders, FEMA policies, procedures, and
directives.
L. No Obligation by Federal Government: The Federal Government is not a party to this contract
and is not subject to any obligations or liabilities to the non -Federal entity, Consultant, or any
other party pertaining to any matter resulting from the contract.
M. Program Fraud and False or Fraudulent Statements or Related Acts: The Consultant
acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements)
applies to the Consultant's actions pertaining to this contract.
N. AFFIRMATIVE STEPS: CONSULTANT shall take the following affirmative steps to ensure minority
business, women's business enterprises and labor surplus area firms are used when possible:
(1) Placing qualified small and minority businesses and women's business enterprises on
solicitation lists.
(2) Ensuring that small and minority businesses, and women's business enterprises are
solicited whenever they are potential sources.
(3) Dividing total requirements, when economically feasible, into smaller tasks or quantities
to permit maximum participation by small and minority businesses, and women's business
enterprises.
(4) Establishing delivery schedules, where the requirement permits, which encourage
participation by small and minority businesses, and women's business enterprises.
(5) Using the services and assistance of the Small Business Administration and the Minority
Business Development Agency of the Department of Commerce.
Article 11: TERMINATION OF CONTRACT
A. The occurrence of any of the following shall constitute a default by CONSULTANT and shall provide
the OWNER with a right to terminate this Contract in accordance with this Article, in addition to
pursuing any other remedies which the OWNER may have under this Contract or under law:
(1) if in the OWNER's opinion CONSULTANT is improperly performing work or violating any
provision(s) of the Contract Documents;
9
(2) if CONSULTANT neglects or refuses to correct defective work or replace defective parts
or equipment, as directed by the Engineer pursuant to an inspection;
(3) if in the OWNER's opinion CONSULTANT's work is being unnecessarily delayed and will
not be finished within the prescribed time,-
(4)
ime;(4) if CONSULTANT assigns this Contract or any money accruing thereon or approved
thereon; or
(5) if CONSULTANT abandons the work, is adjudged bankrupt, or if he makes a general
assignment for the benefit of his creditors, or if a trustee or receiver is appointed for CONSULTANT
or for any of his property.
B. OWNER shall, before terminating the Contract for any of the foregoing reasons, notify
CONSULTANT in writing of the grounds for termination and provide CONSULTANT with ten (10)
calendar days to cure the default to the reasonable satisfaction of the OWNER.
C. If the CONSULTANT fails to correct or cure within the time provided in the preceding Sub -Article
B, OWNER may terminate this Contract by notifying CONSULTANT in writing. Upon receiving
such notification, CONSULTANT shall immediately cease all work hereunder and shall forfeit any
further right to possess or occupy the site or any materials thereon; provided, however, that the
OWNER may authorize CONSULTANT to restore any work sites.
D. The CONSULTANT shall be liable for:
(1) any new cost incurred by the OWNER in soliciting bids or proposals for and letting a new
contract; and
(2) the difference between the cost of completing the new contract and the cost of completing
this Contract;
(3) any court costs and attorney's fees associated with any lawsuit undertaken by OWNER to
enforce its rights herein.
E. TERMINATION FOR CONVENIENCE: OWNER may at any time and for any reason terminate
CONSULTANT's services and work for OWNER's convenience. Upon receipt of notice of such
termination CONSULTANT shall, unless the notice directs otherwise, immediately discontinue
the work and immediately cease ordering of any materials, labor, equipment, facilities, or
supplies in connection with the performance of this Contract. Upon such termination Consultant
shall be entitled to payment only as follows:
(1) the actual cost of the work completed in conformity with this Contract and the
specifications; plus,
(2) such other costs actually incurred by CONSULTANT as are permitted by the prime contract
and approved by the OWNER.
Consultant shall not be entitled to any other claim for compensation or damages against the
County in the event of such termination.
10
IN WITNESS WHEREOF, OWNER and CONSULTANT have signed this Agreement in duplicate. One
counterpart each has been delivered to OWNER and CONSULTANT. All portions of the Contract Documents
have been signed or identified by OWNER and CONSULTANT or on their behalf.
This Agreement will be effective on 20 /9 (the date the Agreement is approved by the
Indian River County Board of County Commission rs, which is the Effective Date of the Agreement).
OWNER:
INDIAN RIVER COUNTY
By:
By:
Bryan, hfa]hman
Jason E. brown) County -Administrator
CONSULTANT:
ELO-rgI 44 CONS Q L -T A A1rS T AJC-
.............
llL
MiS,....„ S I 0 rjERS
(Co sultant)
Y" '.4r
o (CORPORATE SEAL)
>!t -:
-t
•' �gNRIVEaG
APPROVED AS TO FORM AND L UFFICIENCY:
By:
Dyla eingold, County Attorney
Jeffrey R. Smith, Clerk of Court and Comptroller
Attest:
Dep ty Clerk
(SEAL)
Designated Representative:
Name:
Title:
Address:
Phone
Email
11
Address for giving notices:
License No.
(Where applicable)
Agent for service of process:
Designated Representative:
Name:
Title:
Address:
Phone:
Email:
(If CONSULTANT is a corporation or a partnership,
attach evidence of authority to sign.)
mm
�
00
V
Q1
P.
z
O
*�+
..
~ z<
m
n v
m n
v Gt m
O m
m
O
z
a
A
2
Z D
-�
m
z m
D O
z
D
A
�0
A
2
O
Q
T
t
3
o c
o y
O n
2 2
^
?
z
o
A
"
m G1 D
D
z
�
Gl p
A?
to
O
G)
m
Dom{
A
Z
m
C Z O
Z
{�
G1 ...i
-'S
-AI
m
m
v Z
K
m
A
a
v
C
D
m ^� O
m
m
m
Z A
a
z
oy
m
p n
Z
m
Z
< �^ n
-Zi
b
p
b
p
D
Z
m
m
3
p
f9
m
z
m
0
O
z
r
p
O
D
O
tm
i+ n
--1
o a
n O vA
N
m
o y
lmi+
D
Z
7y
M
i z
m i
Z
O
G7
a
n m m
2 N
Gi
C)
ni3
[-r�i
w
z
v
n
N
N
D
v
O
D
ro
_
m A
ro
q
m
00C
O
3
O;
z O
m m
m m m
X --i
v
A -1
m m ro
A
N
7
Z
A m
A Q p
2
D
m O
.Aro O
m
A
G
m
7v
Z
=
A
=
v
z
n
^+
m
t�C
G
-,
O
ZA
o
z
z
z
z
y
Z
h e
m
m
m
a1
r
0
p
-moi O
=
�_
z
A
i
`-
o
m
m
M>
m --I
m O
G�
QO
`•u
C.,
>
O z
'O
b W
m
-
v
i+i
T
N
O
3
3
7o
m
n
as
3
D ^t
m
�
O
z
o
n
z
-A1
C
Z
m
K
�o
a
z
Ln
m
m n
C
n
Z
n
m
m.
A
m
z+
c
»
ci
A
ci
>
M
z z
ri
N
z
z
t
~N
A
0
z
z
z
z.
z
RD
p {
oc
o..
o
0
m
n
o
n
a
n
o
n
4
2
r
H
N
<n
vsLA
in
to
O
C
O
O
O
O
O
C
z
O
O
O
O
O
t
CD
Q
K
m
O
Z
O
z
p
O
z
m
D
r
-1
n
-1
tQ
bn
O
✓.
�
O
�
00
O
�
O
O
O
O
C�
O
O
O
O
O
OO
O
N
O