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HomeMy WebLinkAboutIndependent Contractor Services Agreement with Ewing Company, Inc. for WWTP Filters Building ConstructionAGREEMENT FOR INDEPENDENT CONTRACTOR SERVICES WWTP FILTERS BUILDING Constr ' ~ uction} Project No. 10160A THIS AGREEMENT FOR INDEPENDE t . th NT CONTRACTOR SERVICES is made his 24 day of Ma 2011 and ent r .. ~_-__ a ed into by and between the Cit of Meridian a mun~c~pal corporation organized under th y ' „ e laws of the State of Idaho, hereinafter referred to as CITY , 33 East Broadwa Av ' E . y enue, Meridian, Idaho 83642, and The wing Comaany, Inc ,hereinafter referred to as " ~~ ~r"' . CONTRACTOR ,whose business address is 1500 Eldorado Ste 4 Boise ID 83704 and whose Public Works Contractor License # is C-12003-U-1-2-3. INTRODUCTION Whereas, the City has a need for services involy' C ing WWTP Filters Building - ~nstruction ;and WHEREAS, the Contractor is s eciall trained ex ' com eten p Y perienced and p t to perform and has agreed to provide such services' NOW, THEREFORE, in consideration of the mutual ' terms and conditions herein f promises, covenants, a ter contained, the parties agree as follows: TERMS AiJD CONDITIONS 1. Scope of Work: 1.1 CONTRACTOR shall pe~orm and furnish to the Cit y upon execution of this Agreement and receipt of the Cit 's written n ' roceed ~ Y once to p ,all services and work, and comply in all res ects ass ecifi the doc ~~ p ~ p ed in ument titled Scope of Work a copy of which ~s attached hereto a Attachment "A" and incor or ~ s p ated herein by this reference, together with any amendments that maybe agreed to in writin b the arties. g Y p 1.2 All documents, drawings and written work roduct r p p epared or produced by the Contractor under this A reement includin wi . g g thout limitation electronic data files, are the ro ert of the Con ' p p Y tractor; provided, however, the City shall have the right to re roduce ubli p , p sh and use all such work, or any part thereof, in any manner and for an ur whatsoever an Y p poses d to authorize others to do so. If any such work is copyrightable, the Contractor may copyri ht the same exce t h g p t at, as to any work which is copyrighted by the Contractor, the Cit reserves ro alt -f ree n - y a Y y on exclusive, and irrevocable license to reproduce, ublish and use such work or p any part thereof, and to authorize others to do so. WWTP Filters Building -Construction Project 10160A page 1 of 13 1.3 The Contractor shall provide services an d work under this Agreement consistent with the re uirement , q sand standards established by applicable federal, state and city laws ordinance ' resol ~ s, regulations and utions. The Contractor represents and warrants th work in ac at it will perform its cordance with generally accepted industr standar ractice ~ Y ds and p s for the profession or professions that are used ' this A ree in performance of g ment and that are in effect at the time of erformance of thi A reement. Ex p s g cept for that representation and an re resentations or contained in Y p made any proposal submitted by the Contractor and an re orts or opinions re ared or iss Y p p p ued as part of the work performed b the Contractor under this A r Y g Bement, Contractor makes no other warranties, either express or implied, as part of this A reemen . g t 1.4 Services and work provided b the Contractor . Y at the City s request under this Agreement will be performed in a time) m n ' with a Schell Y a ner in accordance ule of Work, which the parties hereto shall a ree to. T Schedule g he of Work maybe revised from time to time u on mutu I ' consent of the p a written parties. 2. Consideration 2.1 The Contractor shall be com ensated on a Lum ' . p p Sum bans as provided in Attachment B "Payment Schedule" attached her eto and by reference made a part hereof for the Not-To-Exceed am o ~ ~ ount of ~ , 6~,~30.64. 2.2 The Contractor shall provide the Cit with a month) thew y y statement, as ork warrants, of fees earned and costs incurred for servic ' . , . es provided during the billing penod, which the Cit will a within 3 ' , Y p Y 0 days of receipt of a correct invoice and approval by the City. The Cit will not withhold an Federal or Y Y State income taxes or Social Securit Tax from an a made b Y Y p yment y City to Contractor under the terms and conditions of thi s Agreement. Payment of all taxes and other assessmen is on such sums ~s the sole responsibility of Contractor. 2.3 Except as expressly provided in this A reement Contr no ~ g ~ actor shall t be entitled to receive from the City. an additional consider i Y at on, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement includin ,but not limited to m g eats, lodging, transportation, drawings, renderin s or mocku s. ' ' g p Specifically, Contractor shall not be entitled by virtue of this A reement g to consideration in the form of overtime, health insurance benefits retirement benefits, paid holidays or other aid leaves of abs n p e ce of any type or kind whatsoever. WWTP Fitters Building -Construction Project 10160A page 2 of 13 3. Term: 3.1 This agreement shall become effective upon execution by both parties, and shall expire upon (a) completion of the agreed upon work (b) September 30, 2011 or (c} unless sooner terminated as provided below or unless some other method or time of termination is listed in Attachment A. 3.2 Should Contractor default in the performance of this Agreement or materially breach any of its provisions, City, at City's option, may terminate this Agreement by giving written notification to Contractor. 3.3 Should City fail to pay Contractor all or any part of the compensation set forth in Attachment B of this Agreement on the date due, Contractor, at the Contractor's option, may terminate this Agreement if the failure is not remedied by the City within thirty (30}days from the date payment is due. 3.4 This Agreement shall terminate automatically on the occurrence of any of the following events: a) Bankruptcy of insolvency of either party; b} Sale of Contractor's business; or c} Death of Contractor 3.5 TIME FOR EXECUTING CONTRACT AND LIQUIDATED DAMAGES Upon receipt of Notice to Proceed, the Contractor shall have 100 (one hundred) calendar days to complete the entire project as described herein. Contractor shall be liable to the City for any delay beyond this time period in the amount of X1000.00 (one thousand dollars} per calendar day. Such payment shall be construed to be liquidated damages by the contractor in lieu of any claim or damage because of such delay and not be construed as a penalty. 4. Termination: 4.1 If, through any cause, CONTRACTOR, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement by giving written notice to CONTRACTOR of such termination and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. CONTRACTOR may terminate this agreement at any time by giving at least sixty (60} days notice to CITY. WWTP Filters Building -Construction page 3 of 13 Project 10160A In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by CONTRACTOR under this Agreement shall, at the option of the CITY, become its property, and CONTRACTOR shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. 4.2 Notwithstanding the above, CONTRACTOR shall not be relieved of liability to the CITY for damages sustained b the CITY b virtue of an Y Y Y breach of this Agreement by CONTRACTOR, and the CITY may withhold any payments to CONTRACTOR for the purposes of set-off until such time as the exact amount of lama es due the CITY from CONTRACTOR . ,, g , is determined. This provision shall survive the termination of this agreement and shall not relieve CONTRACTOR of its liability to the CITY for damages. 5. Independent Contractor: 5.1 In all matters pertaining to this agreement, CONTRACTOR shall be acting as an independent contractor, and neither CONTRACTOR nor any officer, employee or agent of CONTRACTOR will be deemed an employee of CITY. Except as expressly provided in Attachment A, Contractor has no authority or responsibility to exercise any rights or power vested in the City and therefore has no authority to bind or incur any obligation on behalf of the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 5.2 Contractor, its agents, officers, and employees are and at all times during the term of this Agreement shall represent and conduct themselves as independent contractors and not as employees of the City. 5.3 Contractor shall determine the method, details and means of performing the work and services to be provided by Contractor under this Agreement. Contractor shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Contractor in fulfillment of this Agreement. If in the performance of this A reement an g Y third persons are employed by Contractor, such persons shall be entire) ,. Y and exclusively under the direction and supervision and control of the Contractor. 6. Indemnification and Insurance: 6.1 CONTRACTOR shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for dama es, .. g or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resultin from g , WWTP Filters Building -Construction page 4 of 13 Project 10160A or in connection with the performance of this Agreement by the CONTRACTOR, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortuous conduct of CITY or its employees. CONTRACTOR shall maintain, and specifically agrees that it will maintain, throughout the term of this Agreement, liability insurance, in which the CITY shall be named an additional insured in the minimum amounts as follow: General Liability One Million Dollars ($1,000,000) per incident or occurrence, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance, in the statutory limits as re uired b law.. The .. q y limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided, CONTRACTOR covenants and agrees to indemnif and save and hold Y harmless CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from , or in connection with the performance of this Agreement by the Contractor or Contractor's officers, employs, agents, representatives orsubcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including use of. CONTRACTOR shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing CONTRACTOR'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least ten (10) days prior to the date Contractor begins performance of it's obligations under this ,4greement. !n the event the insurance minimums are changed, CONTRACTOR shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Purchasing Agent with a copy to Meridian City Accounting, 33 East Broadway Avenue, Meridian, Idaho 83642. 6.2 Any deductibles, self-insured retention, or named insureds must be declared in writing and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles, self-insured retentions or named insureds; or the Contractor shall provide a bond, cash or letter of credit guaranteeing payment of losses and related investigations, claim administration and defense expenses. 6.3 To the extent of the indemnity in this contract, Contractor's Insurance coverage shall be primary insurance regarding the City's elected officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City or the City's elected officers, officials, employees and volunteers shall be excess of the Contractor's insurance and shall not contribute with Contractor's insurance except as to the extent of City's negligence. WWTP Filters Building -Construction .page 5 of 13 Project 10160A 6.4 The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 6.5 All insurance coverages for subcontractors shall be subject to all of the insurance and indemnity requirements stated herein. 6.6 The limits of insurance described herein shall not limit the liability of the Contractor and Contractor's agents, representatives, employees or subcontractors. 7. Bonds: Payment and Performance Bonds are required on all Public Works Improvement Projects. 8. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: City of Meridian Purchasing Agent 33 E. Broadway Avenue Meridian, Idaho 83642 The Ewinq~pan~~~"C Attn: John Ewing 1.500 Eldorado, Ste 4 Boise, ID 83704 208-377-1500 Bob.woodward~ewingcompany.com Idaho Public Works License #: C-12003 Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. 9. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a Court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 10. Time is of the Essence: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any WWTP Filters Building -Construction page 6 of 13 Project 10160A of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. 11. Assignment: It is expressly agreed and understood by the parties hereto, that CONTRACTOR shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Agreement except upon the prior express written consent of CITY. 12. Discrimination Prohibited: In performing the Work required herein, CONTRACTOR shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 13. Reports and Information: 13.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. 13.2 Contractor shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four ~4) years from the termination or completion of this or Agreement. This includes any handwriting, typeyti~riting, printing, photo static, photographic and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. 14. Audits and Inspections: At any time during normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of CONTRACTOR'S records with respect to all matters covered by this Agreement. CONTRACTOR shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 15. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 16. Compliance with Laws: In performing the scope of work required hereunder, CONTRACTOR shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. WWTP Filters Building -Construction page 7 of 13 Project 10160A 17. Changes: The CITY may, from time to time, request changes in the Scope of Work to be performed hereunder. Such changes, including any increase or decrease in the amount of CONTRACTOR'S compensation, which are mutually agreed upon by and between the CITY and CONTRACTOR, shall be incorporated in written amendments which shall be executed with the same formalities as this A reement. g 18. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validit or y , enforceab~l~ty of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 19. Waiver of Default: Waiver of default by either pay to this Agreement shall not be deemed to be waiver of any subsequent default. Waiver or breach of any provision of this Agreement shall not be deemed to be a waiver of any other or subsequent breach, and shall not be construed to be a modification of the terms of this Agreement unless this Agreement is modified as provided above. 20. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from its attorney's or the opportunity to seek such advice. 21. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandin s g~ ora! of Y~~ritten, y~rhether previous to the execution hereof or contemporaneous herewith. 22. Order of Precedence: The order or precedence shall be the contract agreement,. the Invitation for Bid document, then the winning bidders submitted bid document. 23. Applicable Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho, and the ordinances of the City of Meridian. 24. Approval Required: This Agreement shall not become effective or binding until approved by the City of Meridian. WWTP Filters Building -Construction page 8 of 13 Project 10160A CITY OF MERIDIAN BY: ~. ~ i4 c7i Nf M AYO/1- TA de WEERD, MAYOR Dated: (o / '7 ~ap ~/ THE EWING OMpANY, INC ~,~ ~. .. ~~~ ~ ~ ~. BY~~~°~~~ ohn Ewing - e°" . ated: ~~ Approved by Council: ~e~C ~v~2 ~", ~C~l~ Attest: JAY Approved as to Content BY: KEITH , PUR ASING MANAGER Dated: s/2 ~ ~~ ~ Approved as to Form CITY ATTORNEY WWTP Filters Building -Construction Project 10160A Department Approval page 9 of 13 Attachment A SCOPE OF WORK REFER TO INVITATION TO BID PW-11-10160A ALL ADDENDUMS, ATTACHMENTS, AND EXHIBITS included in the Invitation to Bid Package # PW-11-10160A, are by this reference made a part hereof. WWTP Filters Building -Construction page 10 of 13 Project 10160A Attachment B MILESTONE 1 PAYMENT SCHEDULE A. Total and complete compensation for this Agreement shall not exceed $1,069,086.64. / f: Contract includes furnishing all labor, materials, equipment, and incidentals as required for the WWTP FILTERS BUILDING, CONSTRUCTION per IFB PW-11-10160A Total Bid Schedule ......... ..........$1,069,086.64 CONTRACT TOTAL ....................... 1,Q69 08 . 4 ITEM PRICING BELOW WILL BE USED FOR CHANGE ORDER PRICING ONLY. UNIT ITEM DESCRIPTION QTY UNIT PRICE 1 General Requirements 1 LS $21,000.00 2 Mobilization /Demobilization 1 LS $18,585.00 3 Storm Water Pollution Prevention Control 1 LS $3,412.50 4 Dewatering 1 LS $525.00 5 Demo Existing Asphalt Paving 787 SY $3.15 6 Demo Existing Concrete Paving & Sidewalks 10 SY $10.50 7 Demo Existing Gravel /Drain Rock Areas 424 SY $2.63 8 Demo Existing Utilities 82 LF $15.75 9 Disassemble, Relocate, and Reassemble Existing Filters No. 1 LS $12,390.00 3 Cano 10 Asphalt Site Paving 629 SY $27.30 11 Exterior Concrete Apron 72 SY $96.76 12 Exterior Concrete Walkways & Stoops 243 SF $9.45 13 Exterior Bollards 15 EA $400.05 14 Concrete Valve Collars 5 EA $210.00 15 Incidental Exterior Gravel /Drain Rock Replacement 1 LS $3,675.00 16 Roof Downspout Infiltration Trench 13 LF $21.00 17 4" Non-Potable Water Pipe 66 LF $31.50 18 4" Non-Potable Water Valves 2 EA $262.50 19 Precast Concrete Hot Waterline Utility Trench 223 LF $190.05 20 2" Hot Water Supply /Return Pipe 474 LF $27.83 WWTP Filters Building -Construction page 11 of 13 Project 10160A 21 Foundation Drilled Pier 1 LS $22,474.20 22 Foundation Pier Cap 1 LS $ 7,741.65 23 Foundation Concrete Pedestal 1 LS $ 3,166.80 24 Foundation Grade Beam (Non-Openings) 1 LS $11,248.65 25 Foundation Grade Beam at 0 enings P 1 LS $ 4,025.70 26 Foundation Concrete Combined Footing 1 LS $ 9,144.45 27 Foundation Concrete Curb 1 LS $1,497.30 28 Metal Building Framing 1 LS $98,882.70 29 Metail Building Walls, Roof, Openings 1 LS $161,094.15 30 Tubular Daylighting 35 EA $ 628.52 31 Mandoors 6 EA $1,752.45 32 Coiling Overhead Door, 18' x 12' 2 EA $9,240.00 33 Coiling Overhead Door, 18' x 10' 1 EA $8,347.50 34 Coiling Overhead Door, 9' x 10' 2 EA $5,512.50 35 Gutters & Downspouts 1 LS $2,100.00 36 HVAC Piping 1 LS $15,540.00 37 HVAC Unit Heaters 1 LS $26,394.90 38 HVAC Ceiling Fans 1 LS $ 8,286.60 39 HVAC Exhaust Fans 1 LS $ 9,282.00 40 HVAC Fan Coil Unit 1 LS $ 8,400.00 41 HVAC Intake Louvers & Motors 1 LS $ 9,749.25 42 Area Drain Vent Piping to Roof 1 LS $ 2,415.00 43 Electical Fitout 1 LS $58,283.40 44 Fire Alarm System 1 LS $12,024.60 45 Interior Concrete Slab 50 SY $ 96.76 46 Interior Concrete Walkway 42 SY $ 56.07 47 Interior Gravel Replacement 54 SY $18.90 48 Interior Bollards 8 EA $ 400.05 49 Filter No. 3 Media Trolley & Hoist System 1 LS $8,728.65 50 Filter No. 3 Traveling Bridge Pump Trolley & Hoist System 1 LS $2,735.25 51 Foundation Drilled Pier 1 LS $16,569.00 52 Foundation Pier Cap 1 LS $ 5,884.20 53 Foundation Concrete Pedestal 1 LS $ 2,028.60 54 Foundation Grade Beam (Non-Openings) 1 LS $ 8,239.35 55 Foundation Grade Beam at Openings 1 LS $1,897.35 56 Foundation Concrete Combined Footing 1 LS $ 2,383.50 57 Foundation Concrete Curb 1 LS $105.00 58 Metal Building Framing 1 LS $40,275.90 59 Metail Building Walls, Roof, Openings 1 LS $82,855.50 60 Tubular Daylighting 18 EA $ 628.52 61 Mandoors 5 EA $1,780.80 62 Coiling Overhead Door, 14' x 10' 2 EA $7,035.00 63 Gutters & Downspouts 1 LS $3,360.00 WWTP Filters Building -Construction page 12 of 13 Project 10160A 64 HVAC Pi in p9 1 LS $8,536.50 65 HVAC Unit Heaters 1 LS $10,500.00 66 HVAC Ceilin Fans 9 1 LS $ 4,143.30 67 HVAC Exhaust Fans 1 LS $ 5,691.00 68 oil Unit HVAC Fan C 1 LS $6,300.00 69 HVAC Intake Louvers & Motors 1 LS $6,149.85 70 Area Drain Vent Piping to Roof 1 LS $1,593.90 71 Electical Fitout 1 LS $ 39,611.25 72 Fire Alarm System 1 LS $4,617.90 73 Interior Concrete Slab 59 SY $ 96.76 74 oncrete Walkwa Interior C y 7 SY $ 56.07 75 Interior Bollards 4 EA $400.05 76 Demo Existing Wall 1 LS $2,572.50 77 Demo Existing Slab 1 LS $1,890.00 78 Mandoor 1 EA $1,780.80 79 Sump Concrete Slab & Walls 1 LS $1,785.00 80 Galvanized Metal Grating & Support at Sump 1 LS $672.00 81 HVAC Piping 1 LS $11,235.00 82 HVAC Heat Exchanger 1 EA $5,490.45 83 HVAC Pumps 4 EA $1,417.50 84 HVAC Expansion Tank & Glycol Feeder 1 LS $ 3,780.00 85 Electrical Fitout 1 LS $16,405.20 86 Fire Alarm System 1 LS $ 3,566.85 Travel ex enses will be paid at no more than the City of Meridian's Travel and p Expense Reimbursement Policy. WWTP Filters Building -Construction ~ page 13 of 13 Project 10160A City of Meri dia n Purchas ing De pt. Memo To: Jaycee Holman, City Clerk From: Keith Watts, Purchasing Manager CC: Jacy Jones, Roxanne Holland Date: 5/20111 Re: May 24~" City Council Meeting A ends Item g The Purchasing Department respectfully requests that the followi ' ng item be placed on the May 24 City Council Consent Agenda for Council's consideration. Award of Bid and A reement for the "WWTP Filters Buildin Con " No. 10160a t g struction project o Ewing Company for the Not-To-Exceed amount of $1069 086.64. This award and Agreement is the result of formal bid #PW-11-101 60a. Bids were issued on April 17, 2011 and opened May 3, 2011. 3 bids were receiv ed. Recommended Council Action: Approval of Bid and A reemen Exceed a g t for the Not-To- mount of $1,069,086.64., and authorize the Mayor to si nand Ci Clerk to attest. g ~ Thank you for your consideration. ~ Page 1 I- J W D m ~c z~ ~_ a N a Q H w M N t~ p~ N w ~~ ~~ W H ~~ W I- d W z 7 I- Z O ~~ C~ Z J m ~C J .. W Q z v ~v a r ~~ ~~. W ~. z ~~ 0 m O m .J h F- ~ wnpuepp ~ uunpuapp ~n esue~~ p~8 P! pauB~ 0 z y~ W Y .~ ~"` m .. d o