HomeMy WebLinkAbout2018-067AMENDMENT NUMBER 2 WORK ORDER NUMBER 1
Segment 3 Cell 2 Expansion, Segment 2 Partial Closure And Landfill Gas Collection
System Expansion
Phase III - Engineering Services During Construction
This Amendment 2 to Indian River County (IRC) Landfill Work Order Number 1 is entered into as of this
10thday of April , 2018 in accordance with FS 287.055, Consultant's Competitive Negotiation Act
per the Request for Qualification #2017048 for Engineering Consulting Services for Landfill Closure,
Landfill Gas System Expansion, and Cell Construction, dated July 18, 2017 (referred to as the
"Agreement"), by and between INDIAN RIVER COUNTY, a political subdivision of the State of Florida
("COUNTY") and CDM Smith Inc. ("Consultant").
1. The COUNTY has selected the Consultant to perform the professional services set forth in existing
Work Order Number 1, Effective Date 7/18/2017.
2. The COUNTY and the Consultant desire to amend this Work Order as set forth on Exhibit A (Scope of
Work) attached to this Amendment and made part hereof by this reference. The professional
services will be performed by the Consultant for the fee schedule set forth in Exhibit B (Fee
Schedule), and within the timeframe more particularly set forth in Exhibit A (Time Schedule), all in
accordance with the terms and provisions set forth in the Agreement.
3. From and after the Effective Date of this Amendment, the above -referenced Work Order is amended
as set forth in this Amendment. Pursuant to Section 1 of the Agreement, nothing contained in any
Work Order shall conflict with the terms of the Agreement and the terms of the Agreement shall be
deemed to be incorporated in each individual Work Order as if fully set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Work Order as of the date first written
above.
CONSULTANT: BOARD OF COUNTY COMMISSIONERS
CDM Smith Inc. OF INDIAN RIVER COUNTY
.NSA( C 0 0
•
By: By:
Peter D. O'Bryan airma
�!; u. Pres
Title:
BCC Approved Date: April 10, 2018
Attest: Jeffrey R. S
By: IX
Depi
Approved:
Approved as to form and legal sufficiency:
, Clerk 9f Court and
Ja7;z=
y an T. Reingold, County Attorney
EXHIBIT A
WORK ORDER NO. 1- AMENDMENT 2
INDIAN RIVER COUNTY LANDFILL
SEGMENT 3 CELL 2 EXPANSION, SEGMENT 2 PARTIAL CLOSURE, AND
LANDFILL GAS COLLECTION SYSTEM EXPANSION
PHASE III - ENGINEERING SERVICES DURING CONSTRUCTION
This Amendment 2 to Work Order No. 1, when executed, shall be incorporated in and become part
of the Agreement for Consulting Services between Indian River County Solid Waste Disposal
District (SWDD) and CDM Smith Inc., (CONSULTANT), dated July 18, 2017 hereafter referred to as
the AGREEMENT.
BACKGROUND
The SWDD, the OWNER, has requested that CONSULTANT prepare this Work Order to provide
professional engineering services during construction for the proposed Class I Landfill Segment 3
Cell 2 expansion, Segment 2 Partial Closure, and expansion of the landfill gas (LFG) collection
system. The proposed new cell is Cell 2 of Segment 3 (approximately 10.6 acres in size), as shown
on Drawing No. 5 of the 20 -Year Permit Drawings dated September 2015. Segment 3 Cell 2 will be
located immediately to the east of the existing Segment 3 Cell 1. The proposed Segment 2 Partial
Closure (approximately 25 acres in size) includes closure of the Segment 1/Infill vertical expansion
area and the final elevations of Segment 2, which has historically been referred to as the Segment
2C area. Expansion of the LFG collection system within Segment 2 is proposed to be constructed
concurrently with the Segment 2 Partial Closure and landfill gas collection system so that the final
components can be installed prior to the closure cap being constructed. This project consists of the
above three main elements.
Phase II of this project was completed and included design, permitting and bidding phase.
CONSULTANT was retained for the design, permitting, and bidding of the Class I Landfill Segment 3
Cell 2 expansion, Segment 2 Partial Closure, and LFG collection system expansion located at the
Indian River County Landfill. The design included the Segment 3 Cell 2 bottom liner system,
leachate collection and conveyance systems, Segment 2 Partial Closure cap liner system and
stormwater.management facilities, and the Segment 2 LFG collection system expansion.
Construction also includes an access roadway, leachate pump station and force main design
services as requested by SWDD to support future cell expansion. The Scope of Services for Phase III,
Engineering Services During Construction, of this project is described below:
SCOPE OF SERVICES
CONSULTANT will provide engineering services during construction to act as the OWNER's
representative during the construction of the project. Based on recent discussions with SWDD staff
and our familiarity with the landfill site design of the project, the proposed Scope of Services
includes the following tasks as a continuation of the previously approved tasks:
TASK 2.0 - PROJECT QUALITY MANAGEMENT
Activities performed under this task consist of those generally administrative functions required to
maintain the project on schedule, within budget, and that the quality of the work products defined
C7 Mith A-1 jj2203_Exhihit A.doa
within this scope is consistent with CONSULTANT's standards, SWDD's requirements, and FDEPs
permit requirements.
Task 2.0 is amended to include the specific activities identified below:
Subtask 2.4 Construction Quality Management — CONSULTANT's project manager will manage
the independent review of CONSULTANT's deliverables, monthly project status
reviews, and project close-out activities. CONSULTANT will meet with SWDD staff
for project planning and coordination, as needed. CONSULTANT will perform quality
technical reviews on the construction phase CONSULTANT deliverables such as
record drawings and the Florida Department of Environmental Protection
Certifications of Construction Completion. Preparation of invoices and project
administration will also be performed under this task.
TASK 7.0 - GENERAL ENGINEERING SERVICES DURING CONSTRUCTION
These services shall include the following subtasks:
Subtask 7.1 After issuance of a Notice of Award by SWDD, CONSULTANT will prepare for and
attend a preconstruction meeting with the Contractor.
Subtask 7.2 CONSULTANT will consult with and advise SWDD and act as its representative as
provided in the General Conditions of the construction contract. Consult with and
advise SWDD as to the acceptability of substitute materials and equipment
proposed by the Contractor when substitution is permitted by the Contract
Documents.
Subtask 7.3 CONSULTANT will maintain an on-site presence to observe the progress and quality
of the executed work of the Contractor and to determine in general if such work is
proceeding in accordance with the Contract Documents. This presence and on-site
observations, CONSULTANT shall keep SWDD informed of the progress of the work
and shall endeavor to determine in general if such work is proceeding in accordance
with the Contract Documents. Additionally, during such visits and on the basis of
such observations, CONSULTANT shall disapprove or reject Contractor's work while
it is in progress if CONSULTANT believes that such work will not produce a
completed Project that conforms generally to the Contract Documents or that it will
prejudice the integrity of the design concept of the completed Project as a
functioning whole as indicated in the Contract Documents.
Subtask 7.4 CONSULTANT will review and approve shop drawings (estimated at 60) and
samples, the results of laboratory tests and other data, which the contractor is
required to submit by the contract documents. The CONSULTANT will inspect
deliveries of the materials to confirm compliance with the shop drawings and the
project specifications.
Subtask 7.5 CONSULTANT will issue instructions to the Contractor and issue necessary
interpretations and clarifications of the Contract Documents. CONSULTANT will
respond to requests for information (estimated at 10). Act as SWDD's
representative to require special inspection or testing of the work. Act as initial
smith A-2 jj2203_Exhibit A.doa
interpreter of the requirements of the Contract Documents regarding the execution
and progress of the work.
Subtask 7.6 Based on CONSULTANT's on-site observations and on review of applications for
payment and the accompanying data and schedules, CONSULTANT will determine
the amounts owing to the Contractor and recommend in writing, payments to the
Contractor in such amounts.
Subtask 7.7 For each portion of the work (Milestone 1 and Milestone 2), CONSULTANT will
perform an initial walkthrough to develop a preliminary checklist of items to be
performed by the Contractor, based upon observations made jointly between the
Contractor, SWDD, and CONSULTANT. For each portion of the work (Milestone 1
and Milestone 2), CONSULTANT will perform a second walkthrough to identify
which items remain to be performed from the initial checklist and to supplement
that list as necessary and for the purpose of developing a joint single final punch list.
CONSULTANT will perform a final walk-through on both portions of the work
(Milestone 1 and Milestone 2), to determine if the all of the work has been
completed in accordance with the final punch list and Contract Documents.
CONSULTANT reserves the right to request additional compensation should
additional walkthroughs be required.
Subtask 7.8 CONSULTANT will assist the SWDD with project related correspondence to SWDD,
Contractor, regulatory agencies, and other parties; provide monthly project status
reports; prepare monthly progress meeting minutes; and maintain comprehensive
project records and documentation on file. CONSULTANT will maintain document
log and documentation on site during the project.
Subtask 7.9 CONSULTANT will complete and file daily reports to document the progress of the
work.
Subtask 7.10 CONSULTANT will monitor/check performance tests and review field test reports
for conformance with project contract documents.
Subtask 7.11 CONSULTANT will arrange for monthly progress meetings to be attended by the
Contractor, SWDD, and CONSULTANT's representatives. The purpose of these
meetings is to review the Contractor's work performed, discuss Contractor's
schedule and any construction/field problems.
The level of work estimated for this project is based on a 390 -calendar day (278 working days)
construction period from the Notice to Proceed to Final Completion. CONSULTANT reserves the
right to request additional compensation, should Final Completion of construction extend beyond
the 390 -calendar day (278 working days) period.
TASK 8.0 - SPECIAL ENGINEERING SERVICES DURING CONSTRUCTION
Activities performed under this task consist of supplementary and special engineering services
required during the construction and implementation of the project:
Subtask 8.1 Prepare for SWDD a set of reproducible record drawings, digital copy in AUTOCAD
and two Record Drawing prints showing those significant changes made during the
smith A-3 JJ220LExhibit A.docx
construction process based on information furnished to CONSULTANT by the
Contractor.
Subtask 8.2 Provide services in connection with preparing work change directives, change
orders to reflect changes to the construction project A maximum of three change
orders are budgeted incorporating an estimated three items per change order.
Subtask 8.3 Provide services in connection with preparing final certifications of completion of
construction to the regulatory agencies. Final certification document is required to
close the permits for the cell expansion as well as the partial closure cap. The
documentation requirements include detailed drawings of all the liner panel
locations, destructive liner test locations and document test weld results, material
conformance testing, record drawings, etc. Final certification of completion will also
be necessary for the Water Main Extension permit with FDEP.
TASK 9.0 - RESIDENT SERVICES DURING CONSTRUCTION
The activities performed under this task consist of providing resident project representative (RPR),
which will be subcontracted to Schulke, Bittle and Stoddard, LLC (SUBCONSULTANT) during the
construction and implementation of the project:
Subtask 9.1 Activities performed under this task consist of furnishing a full-time RPR during the
project construction (278 working day period from Notice to Proceed to Final
Completion) to observe the performance of the work of the contractor.
Subtask 9.2 The RPR as CONSULTANT's agent will act as directed by and under the supervision
of the CONSULTANT, and will confer with CONSULTANT regarding his actions. The
RPR's dealings in matters regarding the on-site work shall in general be only with
CONSULTANT and the Contractor, and dealings with subcontractors shall only be
through or with the full knowledge of the Contractor. Written communication with
SWDD will be only through or as directed by CONSULTANT.
Subtask 9.3 The RPR will prepare daily reports, describing the general working conditions,
areas of construction activity, tests performed and special and document unusual
events.
CONSULTANT will provide support to the RPR for observation of the work performed by the
contractor, direct and supervise the RPR, prepare supporting documentation in dealings with the
contractor, and manage the documentation, daily reports, and test reports.
The level of work estimated for RPR SUBCONSULTANT labor under this task is 2,224 labor -hours
(278 working days X 8 hours/day) and 1,390 labor -hours (278 working days X 5 hours/day) of
CONSULTANT staff support for project representative time. CONSULTANT reserves the right to
request additional compensation, should construction extend beyond the 2,224 labor -hour period
for the RPR and 1,390 labor -hour period for CONSULTANT staff support for all of Task 9.
TASK 10.0 - LINER SYSTEM CONSTRUCTION QA/QC
Smith A-4 jj2203_Exhibit A.docx
Activities performed under this phase consist of furnishing a full-time quality assurance/quality
control (QA/QC) field representative during landfill cell liner/leachate system construction. The cell
lining/leachate system includes the following components:
• Subbase
• Geosynthetic clay liner
• HDPE liner
• Geocomposite
• HDPE liner
• Geocomposite drainage net
• Leachate collection pipe system
• Protective layer
CONSULTANT's Field QA/QC Representative will be responsible for observing and documenting
activities related to the quality assurance of the production, handling, storage, and installation of
the geosynthetic liner system. CONSULTANT's Field QA/QC Representative will also be responsible
for implementation of the Construction Quality Assurance (CQA) Manual approved by FDEP as part
of the permit to construct the landfill expansion, landfill closure, and for coordination with the
quality assurance laboratory. An independent Quality Control laboratory is to be retained by the
Contractor. CONSULTANT's Field QA/QC Representative shall record all field activities in the
appropriate forms included in the contract technical specifications.
The specific duties of the CONSULTANT's liner system construction QA/QC Field Representative are
as follows:
a. Reviews design drawings and specifications.
b. Reviews site-specific documentation, including proposed layouts, and manufacturer's
and installer's literature.
c. Develops a site-specific addendum for quality assurance of geosynthetics (if necessary)
with the assistance of the Owner's" Representative.
d. Administers the geosynthetic portions of the CQA Manual, e.g., assigns and manages all
geosynthetic quality assurance personnel, reviews field reports, and provides
engineering review of quality assurance related issues.
e. Reviews changes to design drawings and specifications as issued by CONSULTANT.
f. Acts as the on-site (resident) representative of the SWDD.
g. Attends quality assurance related meetings, e.g., pre -liner, pre -construction, daily,
weekly.
h. Reviews Manufacturer and Installer certifications and documentation and makes
appropriate recommendations.
i. Reviews the Installer's personnel qualifications for conformance with the CQA manual
and the Contract Documents.
DMI A -S jj2203_Exhibit A.doa
j. Manages the preparation of the as -built drawing(s).
k. Reviews the calibration certification of the on-site tensiometer, if applicable.
1. Reviews daily reports, logs and photographs.
in. Notes any on-site activities that could result in damage to the liner system.
n. Reports to the Owner's Representatives, and logs in the daily report, and any relevant
observations.
o. Prepares his own daily report.
p. Prepares a daily summary of the quantities of geosynthetics installed that day.
q. Prepares the weekly summary of the geosynthetic cap system quality assurance
activities.
r. Oversees the marking, packaging, and shipping of laboratory test samples.
s. Reviews the result of laboratory testing and makes appropriate recommendations.
t. Reports any unapproved deviations from the CQA Manual to the Owner's
Representative.
u. Prepares the final certification report.
v. Monitors, logs, photographs and/or documents geosynthetic installation operations.
Photographs shall be taken routinely and in critical areas of the installation sequence.
w. Monitors the following operations for the lining system materials:
1. Material delivery
2. Unloading and on-site transport and storage
3. Sampling for conformance testing
4. Deployment operations
S. Joining and/or seaming operations
6. Condition of panels as placed
7. Visual inspection by walkover
8. Repair operations
x. Monitors and documents the geomembrane seaming operations, including:
1. Trial seams
2. Seam preparation
3. Seaming
4. Nondestructive seam testing
5. Sampling for destructive seam testing
6. Photographs of destruction seam testing with clear identification mark
7. Appropriate log for seaming and patching destructive testing
8. Field tensiometer testing
9. Laboratory sample marking
CDM
SmithA-6J12203_Exhibit A.docx
10. Repair operations
y. Documents any on-site activities that could result in damage to the lining system. Any
problems noted shall be reported as soon as possible to the SWDD's Representative.
z. Observes the liner leak location survey.
CONSULTANT will furnish one QA/QC representative during the installation of the geosynthetic
liner system, which is estimated at 140 working days. This proposal is based on furnishing the
QA/QC representative for 1,556 labor hours (140 working days X 8 hrs/day + 54 days of support
staff) based on a 196 -calendar day construction period for liner systems. CONSULTANT reserves
the right to request additional compensation, should the Task 10, Liner System QA/QC hours
exceed the total 1,556 hours budgeted.
ASSUMPTIONS
• SWDD will be responsible for all permit application fees.
• An independent Quality Control laboratory is to be retained by the Contractor.
• Contractor will be responsible for reimbursing CONSULTANT for all overtime incurred
by CONSULTANT for work performed outside normal working hours, which are defined
as Monday through Friday, 7:00 am to 5:00 pmin accordance with the Contract
Documents.
• This Scope of Services does not include a National Pollutant Discharge Elimination
System (NPDES) Notice of Intent, a St. Johns River Water Management District
Dewatering Permit, or any construction/building permits, which shall be obtained by
the Contractor constructing the project, if required.
• CONSULTANT reserves the right to seek additional compensation for work performed
beyond the described in this Scope of Services.
• CONSULTANT reserves the right to request additional compensation, should Final
Completion of construction extend beyond 390 -days (278 working days) after Notice to
Proceed.
PROJECT SCHEDULE
The following preliminary project schedule has been developed based on authorization to provide
engineering services during construction which follows the award of the contract to the selected
Contractor. A final schedule will be prepared based on Contractor's actual Notice to Proceed.
Milestone
Date
Bid Opening
March 1, 2018
Award of Contract
April 10, 2018
Contract Documents Executed
April 22, 2018
Contractor's Notice to Proceed
May 22, 2018
Mobilization / Shop Drawing Reviews Start
June 6, 2018
Substantial Completion Milestone 1, Bid Items 2 & 4
November 18, 2018
Substantial Completion Milestone 2, Bid Items 1, 4, 5, & 6
May 17, 2019
Final Completion
June 16, 2019
Final Certifications of Construction Completion
July 20, 2019
Project Closeout
September 6, 2019
COM
Smith
A-7 j12203_Exhibitkdocx
PAYMENT AND COMPENSATION
Compensation for this Amendment No. 2 to Work Order No.1 described herein shall be made in
accordance with the Contract between SWDD and CONSULTANT. The lump sum amount of this
Amendment No. 2, for Tasks 2, 7, and 8, is $744,675. The not -to -exceed amount of this Amendment
No. 2, for Tasks 9 and 10, is $577,475. The new not to exceed Grand Total Amount of Work Order
No.1 is $2,012,649. CONSULTANT will submit monthly invoices for services rendered based on the
percentage of work for each .task completed for Tasks 1 thru 5 and 7 thru 8, Task 6 will be invoiced
based on a percentage of work complete as authorized by SWDD, and Tasks 9 and 10 will be
invoiced based on the time incurred and the labor billing rates, plus outside professionals and
direct costs, in accordance with the AGREEMENT.
For invoice purposes only, the value of each task in this Amendment No. 2 is as shown in Table 1.
Table 1
D`h A-8 jj2203_Exhib1t A.doa
TASK VALUE FOR INVOICE PURPOSE — AMENDMENT NO. 2 TO WORK ORDER NO. 1
TASK
DESCRIPTION
VALUE
2.0
Project Quality Management
$108,970
7.0
General Engineering Services During Construction
$551,125
8.0
Special Engineering Services During Construction
$84,580
Lump Sum =
$744,675
9.0
Resident Services During Construction
$403,105
10.0
Liner System Construction QA/QC
$174,370
Not -To -Exceed (NTE) =
$577,475
TOTAL AMENDMENT NO. 2 TO WORK ORDER NO. 1 (NTE) =
$1,322,150
ORIGINAL WORK ORDER NO. 1 AND AMENDMENT NO.1 (NTE) =
$690,499
NEW GRAND TOTAL AMOUNT FOR WORK ORDER NO. 1(NTE) =
$2,012,649
AMENDMENT NO. 2 WORK BREAKDOWN FOR FUNDING PURPOSES
Segment 3 Cell 2 Expansion Lump Sum =
$314,228
Segment 3 Cell 2 Expansion Not -To -Exceed =
$256,399
Segment 2 Partial Closure and LFG Collection System Expansion Lump Sum
$430,447
Segment 2 Partial Closure and LFG Collection System Expansion Not -To -Exceed =
$321,076
D`h A-8 jj2203_Exhib1t A.doa
EXHIBIT B-1
WORK ORDER NO. 1—AMENDMENT2
INDIAN RIVER COUNTY LANDFILL
SEGMENT 3 CELL2 EXPANSION, SEGMENT 2 PARTIAL CLOSURE, AND LANDFILL GAS COLLECTION SYSTEM EXPANSION
PHASE III — ENGINEERING SERVICES DURING CONSTRUCTION
Smith B-1
Stall
Sr.
Senior
S,Technical
Senior
Support
Document
Sr. Prof
Prof
Hours
Officer
Officer
Associate
Principal
Pro}
Pref 11
Prafl
Expert
Support
Services
Control
(Field)
(Field(
By Task
Services
(Drafting(
Specialist
TASK 2.0-Pro'ect Quali Management
20
0
336
10
10
0
0
16
104
0
45
0
0
541
TASK 7.0 -General En Ineerin Services Dunn Construction
25
18
72
412
796
706
466
98
0
20
624
145
145
3,527
TASK 8.0 -Special En ineerin Services Dunn Construction
0
0
8
42
82
110
60
16
28
160
34
0
0
540
TASK 9.0- Resident Services Dunn Construction
0
0
11
250
258
212
32
88
0
0
163
188
188
1390
TASK 10.0 -Liners tem ConsVucBon QA/QC
0
0
0
0
60
60
0
0
36
0
280
560
560
1,556
Total
45
18
427
714
1,206
1,088
558
218
168
180
1,146
893
893
7,554
Smith B-1
EXHIBIT B-2
BUDGET
PROJECT: INDIAN RIVER COUNTY LANDFILL
SEGMENT 3 CELL 2 EXPANSION, SEGMENT 2 PARTIAL CLOSURE, AND LANDFILL
GAS COLLECTION SYSTEM EXPANSION
PHASE III — ENGINEERING SERVICES DURING CONSTRUCTION
TASKS 2,7,AND 8 -LUMP SUM
DESCRIPTION: As Outlined in the Scope of Services, Exhibit A
REFERENCE: Agreement between Indian River County Solid Waste Disposal District and CDM
Smith Inc.
Labor Category
Hours
Rate
Labor
Sr. Officer
45
$240
$10,800
Officer
18
$230
$4,140
Associate
416
$215
$89,440
Principal
464
$210
$97,440
Senior Professional
888
$175
$155,400
Professional II
816
$140
$114,240
Professional 1
526
$120
$63,120
Senior Technical Expert
130
$235
$30,550
Senior Support Services
132
$130
$17,160
Staff Support Services (Drafting)
180
$95
$17,100
Document Control Specialist
703
$90
$63,270
Sr. Professional (Field)
145
$115
$16,675
Professional (Field)
145
$90
$13,050
TOTAL HOURS
4,608
TOTAL LABOR COST
Outside Professionals (Beeson Consulting)
OTHER DIRECT COSTS (6.6 Percent of Labor)
(Field vehicle, field supplies, field safety equipment, etc.)
TOTAL LUMP SUM AMOUNT AMENDMENT NO. 2
$692,385
6 600
$45,690
744 675
CDM -
Smith B-2 B2203_Exhibit B-2.docx
EXHIBIT B-3
BUDGET
PROJECT: INDIAN RIVER COUNTY LANDFILL
SEGMENT 3 CELL 2 EXPANSION, SEGMENT 2 PARTIAL CLOSURE, AND LANDFILL
GAS COLLECTION SYSTEM EXPANSION
PHASE III — ENGINEERING SERVICES DURING CONSTRUCTION
TASKS 9 AND 10 — NOT -TO -EXCEED
DESCRIPTION: As Outlined in the Scope of Services, Exhibit A
REFERENCE:
Agreement between Indian River County Solid Waste Disposal District and CDM
Smith Inc.
Labor Category
Hours
Rate
Labor
Associate
11
$215
$2,365
Principal
250
$210
$52,500
Senior Professional
318
$175
$55,650
Professional II
272
$140
$38,080
Professional 1
32
$120
$3,840
Senior Technical Expert
88
$235
$20,680
Senior Support Services
36
$130
$4,680
Document Control Specialist
443
$90
$39,870
Sr. Professional (Field)
748
$115
$86,020
Professional (Field)
748
$90
$67,320
TOTAL HOURS
2,946
TOTAL LABOR COST
Outside Professionals (Schulke, Biddle, & Stoddard)
OTHER DIRECT COSTS (6.6 Percent of Labor)
(Hotels, field vehicle, field supplies, field safety equipment, etc.)
TOTAL NOT TO EXCEED AMOUNT AMENDMENT NO. 2
$371,005
$182,000
$24,470
S577,475
Smith B-3 jj2203_Exhihit B-3.doa