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HomeMy WebLinkAbout1999-409ORDINANCE NO If - AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH FREESE AND NICHOLS, INC, FOR ENGINEERING SERVICES PERTAINING TO THE PRELIMINARY DESIGN PHASE OF THE LAKE RAY ROBERTS WATER TREATMENT PLANT, AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City Council deems it in the public interest to engage Freese and Nichols, Inc, a Corporation ("F&N"), to provide professional engineering services to the City pertaining to the preliminary design phase of the Lake Ray Roberts Water Treatment Plant, and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the above -described professional engineering services, and that limited City staff cannot adequately perform the services and tasks with its own personnel, and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act", generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the professional engineering services, as set forth in the Professional Services Agreement, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SSECTION I That the City Manager is hereby authorized to execute a Professional Services Agreement with Freese and Nichols, Inc, for professional engineering services pertaining to the preliminary design phase of the Lake Ray Roberts Water Treatment Plant for the City of Denton, Texas, in substantially the form of the Professional Services Agreement attached hereto and incorporated herewith by reference SECTION II That the award of this Agreement by the City is on the basis of the demonstrated competence, knowledge, and qualifications of F&N and the ability of F&N to perform the services needed by the City for a fair and reasonable price SECTION III That the expenditure of funds as provided in the attached Professional Services Agreement is hereby authorized SECTION IV That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the day ofQf/g/iLepY 1999 n ATTEST JENNIFER WALTERS, CITY SECRETARY HERBERT L PROUTY, CITY ATTORNEY By q- S \Our Documents\Ordinances\99\Freese& Nichols PSA Ord Lake Ray Roberts Wtr Ttmt Plant doe STATE OF TEXAS COUNTY OF DENTON PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING SERVICES PERTAINING TO THE PRELIMINARY DESIGN PHASE OF THE LAKE RAY ROBERTS WATER TREATMENT PLANT FOR THE CITY OF DENTON, TEXAS HIS AGREEMENT is made and entered into as of the a7 Lt—d day of dgrn6er , 1999, by and between the City of Denton, Texas, a Texas Municipal Corporation, with its principal offices at 215 E McKinney Street, Denton, Texas 76201 (hereafter "OWNER') and Freese and Nichols, Inc, a Texas Corporation, with its offices at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109 (hereafter "CONSULTANT"), the parties acting herein, by and through their duly -authorized representatives and officers WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually AGREE as follows ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the Articles to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas The professional services set forth herein are in connection with the following described project (the "Project") Professional engineering services pertaimng to the preliminary design of Lake Ray Roberts Water Treatment Plant (LRRWTP), Denton County, Texas ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following basic services in a professional manner A To perform those services as set forth in the Scope of Work which is attached to letter dated September 28, 1999 from Raymond R Longona, P E , Principal of CONSULTANT to P S Arora, P E , EngineenngAdnumstratorof OWNER, which letter includes CONSULTANT's "Scope of Work" and"Fee Proposal" and is a four (4) page document marked as Exhibit "A", which Exhibit is incorporated by reference herein B If there is any conflict between the terms of this Agreement and the Exhibit attached to this Agreement, the terms and conditions of this Agreement shall control over the terms and conditions of the Exhibit 6 �Ow WcumeninCbnwGM99�Prcew&Mclwla P6A Lhv Reyft WT Page 1 of 10 ARTICLE III ADDITIONAL SERVICES Any additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included as basic services in the above -described Scope of Services, set forth as provided by Article II above, shall be later agreed -upon by OWNER and CONSULTANT, who shall determine, in writing, the scope of such additional services, the amount of compensation for such additional services, and other essential terms pertaining to the provision of such additional services by the CONSULTANT ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER This Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence in this Agreement CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule reasonably establishedby the OWNER, acting through its Assistant City Manager for Utilities, or his designee ARTICLE V COMPENSATION A COMPENSATION TERMS 1 "Subcontract Expense" is defined as those expenses, if any, incurred by CONSULTANT in the employment of others in outside firms, for services in the professional engineering area, or related services Any subcontract or subconsultant billing reasonably incurred by the CONSULTANT in connection with the Project shall be invoiced to OWNER at the actual cost 2 "Direct Non -Labor Expense" is defined as that expense, based upon actual cost, for any out-of-pocket expense reasonably incurred by the CONSULTANT in the performance of this Agreement for long distance telephone charges, telecopy charges, messenger services, printing and reproduction expenses, out-of-pocket expenses for purchased computer time, prudently incurred travel expenses related to the work on the Project, and similar incidental expenses incurred in connection with the Project B BILLING AND PAYMENT For and in considerationof the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay CONSULTANT, based upon the satisfactory completion of the basic services tasks set forth in the Scope of Services as shown in Article II above, as follows 1 CONSULTANT shall perform its work on this Project in substantial accordance S"w WwmenWC 99�Pex0&NkMh PSA Uk,WYR61n1 Po„ Page 2 of 10 with the tasks set forth in the "Scope of Work" and "Fee Proposal" referred to in Article II A above, marked as Exhibit "A", and which Exhibit is incorporated herein by reference CONSULTANT shall be paid for services rendered pursuant to the Agreement and for all reasonably incurred out-of-pocket expenses on a lump -sum basis, billed monthly The OWNER agrees to pay to CONSULTANT for its professional services performed, and for its out -of pocket expenses incurred in the Project, a total amount not to exceed $ 142,700 00 2 Partial payments to the CONSULTANT will be made monthly as progress payments in accordance with the statements reflecting the extent of actual completion of the basic services, rendered to and approved by the OWNER through its Assistant City Manager for Utilities or his designee However, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered The OWNER may withhold the final ten (10%) percent of the above not -to -exceed amount until satisfactory completion of the Project by the CONSULTANT 3 Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory as reasonably determined by the Assistant City Manager for Utilities or his designee, or which is not submitted by CONSULTANT to the OWNER in compliance with the terms of this Agreement The OWNER shall not be required to make any payments to the CONSULTANT at any time when the CONSULTANT is in default under this Agreement 4 It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense or reimbursement above the not -to -exceed amount as stated heremabove, without first having obtained the prior written authorization from the OWNER CONSULTANT shall not proceed to perform any services to be later provided for under Article III "Additional Services" without first obtaining prior written authorization from the OWNER C ADDITIONAL SERVICES For additional services authorized in writing by the OWNER in Article III heremabove, CONSULTANT shall be paid based on a to -be -agreed -upon Schedule of Charges Payments for additional services shall be due and payable upon submission by the CONSULTANT, and shall be in accordance with Article V B hereiabove Statements for basic services and any additional services shall be submitted to OWNER no more frequently than once monthly D PAYMENT If the OWNER fails to make payments due the CONSULTANT for services and expenses within sixty (60) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1 %) per month from and after the said sixtieth (60th) day, and in addition, thereafter, the CONSULTANT may, after giving ten (10) days written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full for all amounts then due and owing, and not disputed by OWNER, for services, expenses and charges Provided, however, nothing herein shall require the OWNER to pay the late charge of one percent (1%) per month as set forth herein, if the OWNER reasonably determines that the CONSULTANT's work is unsatisfactory, in accordance with Article V B of this Agreement, and OWNER has notified CONSULTANT of that fact in writing S\OurO mmu\COntlaM9Nr<ew 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WM.�a Page 3 of 10 ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any of its subcontractors or subconsultants ARTICLEVI OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service and shall become the property of the OWNER upon the termination of this Agreement The CONSULTANT is entitled to retain copies of all such documents The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this project and OWNER's use of these documents in other projects shall beat OWNER's sole risk and expense In the event the OWNER uses the Agreement in another project or for other purposes than specified herein any of the information or materials developed pursuant to this agreement, CONSULTANT is released from any and all liability relating to their use in that project ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER CONSULTANT shall not have or claim any right arising from employee status ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officials, officers, agents, attorneys and employees from and against any and all liability, claims, demands, damages, losses and expenses, including but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including without limitation damages for bodily and personal injury, death, or property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, attorneys and employees in the execution, operation, or performance of this Agreement Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement and nothing herein shall waive any of the party's defenses, both at law or equity, to any claim, cause of action or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved ARTICLE X INSURANCE During the performance of the Services under this Agreement, CONSULTANT shall S\gvoxo.wCon.\Pff.&NId JIPSA W eftYROb WWP c Page 4 of 10 maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Board or any successor agency, that has a rating with A M Best Rate Carriers of at least an "A-" or above A Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate B Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident and with property damage limits for not less than $100,000 for each accident C Worker's Compensation Insurance in accordance with statutory requirements and Employer's Liability Insurance with limits of not less than $100,000 for each accident D Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate E CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages The insurance policies shall name the OWNER as an additional insured on all such policies to the extent that is legally possible, and shall contain a provision that such insurance shall not be cancelled or modified without thirty (30) days prior written notice to OWNER and CONSULTANT In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation of coverage, deliver copies of any such substitute policies, furnishing at least the same policy limits and coverage, to OWNER ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution such as mediation No arbitration or alternate dispute resolution arising out of or relating to, this Agreement involving one party's disagreementmay include the other party to the disagreement without the other's approval ARTICLE XII TERMINATION OF AGREEMENT A Notwithstanding any other provision of this Agreement, either party may terminate this Agreement by providing thirty- (30) days advance written notice to the other party B This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement No such termination will be effected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the nonperformance or other reason(s), and not less than thirty (30) calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination U1 DDMMMH%Co=v 99W VANId ISPM LNeNo,�Page 5 of 10 C If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services upon receipt of the written notice of termination from OWNER, and shall render a final bill for services to the OWNER within twenty (20) days after the date of termination The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed, and for reimbursable expenses prior to notice of termination being received by CONSULTANT, in accordance with Article V of this Agreement Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information to the OWNER and to the new consultant If applicable, OWNER shall allow CONSULTANT a reasonable time to transition and to turn over the Project to a new consultant CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its files ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval of the work by the OWNER shall not constitute nor be deemed a release of the responsibility and liability of the CONSULTANT, its officers, employees, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work performed pursuant to this Agreement, nor shall such approval by the OWNER be deemed as an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its principals, officers, employees, agents, subcontractors, and subconsultants ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered to, or telecopied to, or mailed to the respective parties by depositing same in the United States marl at the addresses shown below, postage prepaid, certified marl, return receipt requested, unless otherwise specified herein To CONSULTANT Freese and Nichols, Inc Mike Nichols, P E , Vice -President 4055 International Plaza, Suite 200 Fort Worth, Texas 76109 Fax (817)735-7491 To OWNER City of Denton, Texas Howard Martin, ACM/Utilities 215 E McKinney Denton, Texas 76201 Fax (940)349-8120 All notices under this Agreement shall be effective upon their actual receipt by the party to whom such notice is given, or three (3) days after marling of the notice, whichever event shall first occur ARTICLE XV ENTIRE AGREEMENT This Agreement consisting of ten (10) pages and one (1) Exhibit constitutes the complete and SIOwpNnm AC�$Wffmw&NkbobMA wannaonN WW WI Page 6 of 10 final expression of the Agreement of the parties and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, understandings, and agreements which may have been made in connection with the subject matter of this Agreement ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competentlurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement, and shall not cause the remainder to be invalid or unenforceable In such event, the parties shall reform this Agreement, to the extent reasonably possible, to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the original intentions of the parties respecting any such stricken provision ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, local laws, rules, regulations, and ordinances applicable to the work performed by CONSULTANT hereunder, as they may now read or as they may hereafter be amended ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap ARTICLE XIX PERSONNEL A CONSULTANT represents that it has or will secure at its own expense all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER CONSULTANT shall immediately inform the OWNER in writing of any conflict of interest or potential conflict of interest that CONSULTANT may discover, or which may arise during the term of this Agreement B All services required hereunder will be performed by CONSULTANT or under its direct supervision All personnel engaged in performing the work provided for in this Agreement, shall be qualified, and shall be authorized and permitted under state and local laws to perform such services ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any interest in this Agreement and shall not transfer U wWw—t\CanVacO\9NMN&Mp 1 PSA LAIe YS I WIPE Page 7 of 10 any interest in this Agreement (whether by assignment, novation or otherwise) without the prior written consent of the OWNER CONSULTANT shall promptly notify OWNER of any change of its name as well as of any significant change in its corporate structure or in its operations ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed The parties further agree that the provisions of this Article will not be waived unless as herein set forth ARTICLE XXII MISCELLANEOUS A The following exhibit is attached to, incorporated within, and is made a part of this Agreement for all purposes pertinent Exhibit "A" — Letter dated September 28, 1999 from CONSULTANT to OWNER with Scope of Work and Fee Proposal contained therein B CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment made by OWNER under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the CONSULTANT involving transactions relating to this Agreement CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct examinations or audits in compliance with this Article OWNER shall give CONSULTANT reasonable advance notice of all intended examinations or audits C Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas This Agreement shall be governed by and construed in accordance with the laws of the State of Texas D For purposes of this Agreement, the parties agree that Raymond Longoria, P E , Principal of CONSULTANT ("Longoria") shall serve as the Project Manager of CONSULTANT, respecting this engagement This Agreement has been entered into with the understanding that Longoria shall serve as the CONSULTANT's Project Manager and the key person serving the OWNER on this Project Any proposed changes requested by CONSULTANT, respecting Longoria serving as the key person on the Project, shall be subject to the approval of the OWNER, which approval the OWNER shall not unreasonably withhold Nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the other services required herein, under its supervision or control E CONSULTANT shall commence, carry on, and complete its work on the Project with all 51 D mmnvl nlnmc\99 0RMchohPSA LakeRryRa sW be Page 8 of 10 applicable dispatch, and in a sound, economical, efficient manner, and in accordance with the provisions hereof In accomplishing the Project, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER F The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project and arranging for the access to, and make all provisions for the CONSULTANT to enter in or upon, public and private property as required for the CONSULTANT to perform professional services under this Agreement OWNER and CONSULTANT agree that CONSULTANT is entitled to rely upon information furnished to it by OWNER without the need for further inquiry or investigation into such information G The captions of this Agreement are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Agreement IN WITNESS WHEREOF, the City of Denton, Texas has executed this Agreement in four (4) original counterparts, by and through its duly -authorized City Manager, and CONSULTANT has executed this Agreem nt by and through its duly -authorized undersigned officer on this the /10 day of AIQd ?Y 1999 "CITY" CITY OF DENTON, TEXAS ATTEST JENNIFER WALTERS, CITY SECRETARY By)44 I APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY By S\Q Nmmft,A o vene\9"NM&Md ISPSA Lekc"RobW WTPGx Page 9 of 10 ATTEST ' Gar: _ MLa "CONSULTANT" FREESE AND NICHOLS, INC A Texas Corporation Mike Nichols, P E , Vice -President S\Q MwwmN\�9%P ANI<MIIMA L&.< ,Me.� Page 10 of 10 ty�?.`4 ,i i9as i�1�1 dn�r Y k � Y t' FREESE•NICHOLS September 28, 1999 Mr P S Arora, P E City of Denton Water Utilities 215 E, McKinney Denton, TX 76201 RE Proposal for Preliminary Design Phase Lake Ray Roberts Water Treatment Plant City of Denton Off99050/DT63/1160 Dear Mr Arora The attached spreadsheet is the basis for our estimate of hours and costs to prepare a revised Preliminary Design Report for the Lake Ray Roberts Surface Water Treatment Plant The design team for the preliminary phase includes Freese and Nichols, Montgomery Watson, and Gary Juren Architects Montgomery Watson will prepare the elements of the PDR related to the electrical and instrumentation design Gary Juren, the original architect will be involved in an advisory role on the revisions to the Administration Building Freese and Nichols will complete all of the other tasks, inclusive of overall project administration Our previously submitted scope and the attached fee are based on the following 1 Reliance on previous design and analysis, to the extent possible 2 Increase of the plant design flow from 10 MGD to 20 MGD 3 Process and design changes will be evaluated and determined in a workshop setting with the DWU staff in FNI's Ft Worth office, per our letter dated August 27, 1999 4 Additional survey and geotechnical work will be contracted directly by the City It is currently anticipated that the existing information will be adequate for the revision to the PDR 5 City of Denton Professional Services Agreement is to be used The estimated fee is $142,700 This is approximately one-fourth of the original preliminary design phase fee, when the two are compared on a common year basis This represents a salvage value of our original work of about 75% For the preliminary design phase we request the compensation basis be lump sum, since the scope is clear and it will facilitate project administration Freese and Nichols Inc a Engineers , Environmental Scientists F Architects 4055 International Plaza Suite 200 Fort Worth Texas ' 76109 4895 817 735 7300 Fax 817 735 7491 E*Y-A18rr ,1A1I Mr P S Arora, P E August 6, 1999 Page 2 of 2 In that there have been several modifications in the federal regulations pertaining to water quality and site accessibility and safety, and there have been significant advances in the water treatment industry in the past 10 years, it is expected that substantial modifications may be required to the final design elements These will be presented, evaluated and decided upon by the City during the planned workshops Upon completion of the PDR, an estimate of hours and cost for the final design and construction phase will be prepared based on the elements modified or supplemented We hope that this information assists you in your decision process and, if you need further information, please contact us Very truly yours, Freese & Nichols, Inc Eond R Long -2. nncipal [oti99050]t1\T \LET\PDR 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