2010-20 CONTINUING CONTRACT AND AGREEMENT FOR PROFESSIONAL
ARCHITECTURAL SERVICES
c:D10 THIS AGREEMENT is entered into as of this o2 7 day of f 1
2009, by and between the CITY OF CLERMONT, FLORIDA, a municipal corporation under the
laws of the State of Florida whose address is: 685 W. Montrose Street, Clermont, Florida,
hereinafter referred to as "CITY" and C.T. HSU & ASSOCIATES, P.A., 820 Irma Avenue,
Orlando, FL 32803 hereinafter referred to as "ARCHITECT."
WITNESSETH
WHEREAS, the CITY is in need of qualified and licensed architectural services related to the
Jenkins Auditorium Replacement projects;
WHEREAS, the CITY, in accordance with Section 287.055, Florida Statutes, solicited proposals for
services as more fully described and set forth in RFQ: 10 -001; and
WHEREAS, the ARCHITECT submitted a proposal to provide said services and has represented to
CITY that it is qualified and desires to perform said services in accordance with the terms and
conditions contained herein, and all applicable law and professional standards;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties covenant and agree as follows:
1.0 TERM
1.1 This Agreement is to become effective upon execution by both parties, and shall remain
in effect for a one (1) year term, unless terminated as provided for herein. Additionally,
the parties agree that the term may be extended upon mutual agreement for periods of one
(1) year, but such option to extend may only be utilized four (4) times unless authorized
by the City Council for additional extensions.
1.2 The term of any task authorization/work order, as described in Section 2 hereof shall be
as set forth in such task authorization/work order, and all of the terms and conditions of
this Agreement shall survive until completion of all task authorizations /work orders.
2.0 DESCRIPTION OF SERVICES
2.1 It is expressly understood and acknowledged that nothing herein shall obligate or
guarantee to ARCHITECT any agreement or task authorization and CITY expressly
reserves the right to exercise its option to issue any such agreements to any qualified firm
or entity in accordance with all applicable laws, ordinances, policies and /or regulations.
2.2 The CITY shall make request of ARCHITECT for professional architectural and other
related consulting services on a task basis. The CITY will communicate with
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ARCHITECT, verbally or in writing, a general description of the task to be performed.
The ARCHITECT will generate a detailed Scope of Work document, prepare a Schedule,
add a not -to- exceed - budget to accomplish the task, and send the developed "Task
Proposal" to the CITY. If a site visit by ARCHITECT is needed to generate the scope
document, ARCHITECT shall request approval prior to visiting the site. The CITY will
review the proposal, and if the description is mutually acceptable, the parties will enter
into a written "task authorization or work order ". The Scope of Services generally to be
provided by the ARCHITECT shall be as provided and contemplated by the CITY in that
certain RFQ # 10 -001 and ARCHITECT'S response thereto, which are expressly
incorporated herein and made a part hereof as if restated
ARCHITECT shall not be authorized to proceed until the CITY has issued a Notice to
Proceed to the ARCHITECT. Upon receipt of the signed Task Authorization/Work
Order and a Notice to Proceed from the CITY, the ARCHITECT shall perform the
services set forth in the Task Authorization/work order.
2.3 ARCHITECT shall provide CITY'S designated project manager with monthly time
sheets or labor cost statements for services rendered during the preceding month. Each
time sheet shall state the names and classifications of all personnel who performed
services during said month under the task authorization, and the number of hours worked
by each.
3.0 CHANGES IN THE SCOPE OF WORK
3.1 CITY may make changes in the services at any time by giving written notice to
ARCHITECT. If such changes increase (additional services) or decrease or eliminate
any amount of work, CITY and ARCHITECT will negotiate any change in total cost or
schedule of modifications. If the CITY and ARCHITECT approve any change, the task
authorization/work order will be modified to reflect the changes; and ARCHITECT shall
be compensated for said services in accordance with the terms of Article 5.0 herein. All
change orders shall be authorized in writing by CITY'S and ARCHITECT'S designated
representatives.
3.2 All of CITY'S task authorizations /work orders and amendments thereto shall be
performed in strict accordance with the terms of this Agreement insofar as they are
applicable.
4.0 SCHEDULE
4.1 ARCHITECT shall perform services in conformance with the mutually agreed upon
schedule set forth in the negotiated task authorization. ARCHITECT shall complete all
services in a timely manner and will keep CITY fully informed of the status of work on a
reasonable basis in relation to the scope of the project or at least monthly.
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Should ARCHITECT fall behind the agreed upon schedule, it shall employ such
resources so as to comply with the agreed upon schedule at no additional cost to the
CITY.
4.2 No extension for completion of services shall be granted to ARCHITECT without
CITY'S prior written consent, except as provided in Sections 3.1 and 20.0 herein.
5.0 METHOD OF PAYMENT FOR SERVICES AND EXPENSES
5.1 DEFINITIONS:
5.1.1 The "ARCHITECT's Professional Services Fee Schedule" as set forth in Exhibit
"A ", attached hereto and incorporated herein, are used as a basis for payment for
services pursuant to Paragraphs 2.0 and 3.0. These fee schedules shall include
wages, salaries, taxes, insurance, overhead and profit. The hourly salary rates set
forth in the Fee Schedule are firm for the initial term, but are subject to an
equitable adjustment that is to be negotiated prior to the renewal of the
Agreement. Any adjustments to the Fee Schedule must be mutually agreed to by
the CITY and ARCHITECT.
5.1.2 The "ARCHITECT's Reimbursable Expenses Schedule" as set forth in Exhibit
"B ", attached hereto and incorporated herein, as provided by the ARCHITECT, is
used as the basis for payment for actual costs of all reimbursable expenses
incurred in connection with the services rendered.
Reimbursable expenses shall include, but not be limited to: telephone, printing,
subsistence, and automobile expenses, which are directly or indirectly in
connection with the project. Said reimbursable expenses shall be passed through
at a cost factor of 1.0.
5.1.3 The "Deliverables" are defined as plans, reports, findings, specifications, or
anything else that is the end product or work performed by the ARCHITECT or
the CITY. ARCHITECT shall, within such time constraints as may be set forth in
the task authorization/work order, submit to CITY the deliverables as identified in
the task authorization/work order; and ARCHITECT shall, upon completion of all
work, submit to the CITY all information developed in the course of the
consulting services. ARCHITECT shall, upon request by CITY and upon
completion or termination of this Agreement, deliver to CITY all material
furnished to ARCHITECT, provided the CITY identifies those materials in
writing.
5.2 PAYMENT /COMPENSATION:
CITY agrees to pay or compensate the ARCHITECT for the professional services
performed on each task authorization/work order in accordance with one of the following
methods, unless otherwise provided herein or in the task authorization/work order.
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5.2.1 Not to exceed cost based upon the "ARCHITECT's Professional Services Fee
Schedule."
5.2.2 Lump sum cost based upon the " ARCHITECT's Professional Services Fee
Schedule."
5.3 SERVICES - ADDITIONAL: CITY shall pay ARCHITECT as follows:
5.3.1 Professional Associates, Consultants and /or Subcontractors: For services and
expenses of independent associates, Consultants and /or subcontractors employed
by ARCHITECT, the amount invoiced to ARCHITECT times a factor of 1.0 for
invoices to the CITY.
5.3.2 Expert Witness: For any litigation, arbitration or other legal or administrative
proceeding for any time spent in preparation for such litigation, on the same basis
as set forth in Paragraph 5.1 and 5.3.1
5.4 TIME FOR PAYMENT: At monthly intervals, ARCHITECT shall submit statements for
services, additional services rendered and for reimbursable expenses incurred. The
statements will be based upon ARCHITECT'S actual manpower expended and actual
expenses incurred within the billing period.
5.4.1. As a condition precedent to receiving payment, ARCHITECT shall have been
authorized to proceed by CITY, shall not be in default of any of the terms and
conditions of this Agreement and shall provide to CITY an invoice. The invoice
shall be forwarded to CITY, no more frequently than once per month, and signed
by an authorized representative of ARCHITECT related to the applicable monthly
installment payment. The invoice shall include a statement identifying the period
for which it applies and the sub -tasks or portions thereof, completed by the
specific task authorization/work order, and specifically set forth the percent of
completion of each sub -task for which compensation is being requested.
5.4.2. All invoices submitted for compensation shall include a statement by
ARCHITECT that states as follows:
"This statement sets forth only actual time spent by the firm's employees and
does not contain any unit billing, multipliers, or other devices that permit payment
for more than actual time spent."
5.4.3. CITY shall pay all valid, approved, and undisputed invoices within thirty (30)
days of receipt from ARCHITECT. In the event that CITY disputes any invoice
submitted, it shall advise ARCHITECT, in writing, and said invoice shall not be
deemed due and payable under this agreement. Neither the CITY'S review,
approval or acceptance of, nor payment for, any services provided hereunder shall
be construed to operate as a waiver of any rights under this Agreement and the
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ARCHITECT shall be liable to CITY for any and all damages to CITY caused by
the ARCHITECT'S negligent or wrongful performance of any of the services
furnished under this Agreement.
5.5 OTHER PROVISIONS CONCERNING PAYMENTS:
5.5.1 In the event of termination by CITY under Section 18.0 during the performance of
the services, payments due ARCHITECT up to the point of termination, including
payments for services rendered, and all costs incurred shall constitute total
payment for such services.
5.5.2 Records of ARCHITECT's Salary Costs and Expenses pertinent to
ARCHITECT'S compensation under this Agreement will be kept in accordance
with generally accepted accounting principles. These records will be made
available to CITY for audit upon request by CITY. Copies will be made available
to CITY on request prior to final payment for ARCHITECT'S services.
5.5.3 A separate invoice must be submitted for each individual task authorization.
Invoices must show a breakdown of the number of hours worked by each person
charging time to the task authorization, hourly salary cost and any reimbursable
expenses.
6.0 RIGHT TO INSPECTION
6.1 CITY or its agents shall at all times have the right to review or observe the services
performed by ARCHITECT.
6.2 No inspection, review, or observation shall relieve ARCHITECT of its responsibility
under this Agreement.
7.0 PROGRESS MEETING
CITY'S designated Project Manager may hold periodic progress meetings on a monthly
basis, or more frequently, if required, during the term of any task authorization entered
into under this Agreement. ARCHITECT'S Project Manager and all other appropriate
personnel shall attend such meetings as designated by CITY'S Project Manager, and
ARCHITECT shall be compensated at the billing rates set forth in Article 5.0
8.0 SAFETY
8.1 ARCHITECT agrees to comply with CITY'S published safety standards while on the
property of CITY. A copy of these standards is provided in Exhibit "C ", attached hereto
and incorporated herein.
8.2 ARCHITECT shall have full responsibility and assume all liability for the safety and
supervision of its employees while performing services provided hereunder.
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9.0 REASONABLE ACCESS
During the term of this Agreement, CITY shall grant ARCHITECT reasonable access to
the CITY'S premises for purposes of fulfilling its obligations under this Agreement.
10.0 INSURANCE AND HOLD HARMLESS /INDEMNIFICATION
ARCHITECT shall maintain in force during the term of this Agreement, at its own
expense, insurance as set forth in Exhibit "D ", attached hereto and incorporated herein
and shall be bound by the terms of the Hold Harmless /Indemnification provisions
expressed therein.
11.0 COMPLIANCE WITH LAWS AND REGULATIONS
ARCHITECT shall comply with all requirements of federal, state and local laws, rules,
regulations, standards, and /or ordinances applicable to the performance of this
Agreement.
12.0 REPRESENTATIONS
12.1 ARCHITECT represents that the services provided hereunder shall conform to all
requirements of this Agreement, RFQ #10 -0001 and ARCHITECT'S response thereto;
shall be consistent with recognized and sound professional engineering practices and
procedures; and shall conform to the customary standards of care, skill, and diligence
appropriate to the nature of the services rendered.
12.2 ARCHITECT represents that the personnel furnishing such services shall be qualified
and competent to perform the services assigned to them and that such guidance given by
and the recommendations and performance of such personnel shall reflect their best
professional knowledge and judgment.
12.3 Subject to the provisions of this Section, should ARCHITECT breach the warranties set
forth herein, CITY shall have such remedies as may be provided at law or equity.
12.4 Without limiting the generality of the foregoing, if the ARCHITECT completes its
services under any task authorization entered into hereunder, and the ARCHITECT'S
services are non - complying, defective, or otherwise improperly performed and CITY
notifies ARCHITECT in writing that a defect, error, omission or noncompliance has been
discovered in ARCHITECT'S services, ARCHITECT shall, at the option of CITY: a)
correctly re- perform such non - complying, defective, or otherwise improperly performed
services at no additional cost to CITY; b) refund the amount paid by CITY attributable to
such non - complying, defective or otherwise improperly performed services; or c) if
ARCHITECT fails to take action under a) above, at ARCHITECT'S sole expense,
otherwise cure or have cured any such non - complying, defective, or otherwise
improperly performed services.
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12.5 The only representations made by ARCHITECT are those expressly enumerated in this
provision. Any other statements of fact or descriptions expressed in the Agreement or
any attachments thereto, shall not be deemed to constitute a warranty of the work or any
part thereof.
13.0 GUARANTEE AGAINST INFRINGEMENT
ARCHITECT guarantees that all services provided under this Agreement shall be free from
claims of patent, copyright, and trademark infringement. Notwithstanding any other provision of
this Agreement, ARCHITECT shall indemnify and hold harmless CITY, its officers, directors,
employees, agents, assigns, and servants from and against any and all liability, including
expenses, legal or otherwise, for actual infringement of any patent, copyright, or trademark
resulting from the use of any goods, services, or other items provided under this Agreement.
Notwithstanding the foregoing, ARCHITECT may elect to provide non - infringing services.
14.0 DOCUMENTS
14.1 Upon CITY'S or its designated Project Manager's request, at any time during the term of
this Agreement or upon completion or termination of this Agreement, ARCHITECT shall
provide CITY or its designated Project Manager with a copy of all documents and
electronic files prepared by ARCHITECT under this Agreement or any Task
Authorization hereunder. CITY understands that re -use of any documents for any other
purposes, shall be at the CITY'S own risk.
14.2 The parties acknowledge that the CITY is a Florida municipal corporation and subject to
the Florida Public Records Law, therefore, to the extent applicable to it, ARCHITECT
agrees to comply with the terms thereof with regard to any and all documents related to
the CITY.
15.0 ASSIGNMENT
15.1 ARCHITECT shall not assign or subcontract this Agreement, any task authorization
hereunder, or any rights or any monies due or to become due hereunder without the prior,
written consent of CITY.
15.2 If, upon receiving written approval from CITY, any part of this Agreement is
subcontracted by ARCHITECT, ARCHITECT shall be fully responsible to CITY for all
acts and /or omissions performed by the subcontractor as if no subcontract had been made.
15.3 If CITY determines that any subcontractor is not performing in accordance with this
Agreement, CITY shall so notify ARCHITECT who shall take immediate steps to
remedy the situation.
15.4 If any part of this Agreement is subcontracted by ARCHITECT, prior to commencement
of any work by the subcontractor, ARCHITECT shall require the subcontractor to
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provide CITY and its affiliates with insurance coverage as set forth by the CITY'S
Human Resources Director /Risk Management.
16.0 INDEPENDENT ARCHITECT
At all times during the term of this Agreement, ARCHITECT shall be considered an independent
ARCHITECT.
17.0 DEFAULT
If during the term of this Agreement, ARCHITECT shall be in default of any of the material
provisions of this Agreement, CITY may suspend its performance hereunder until such
delinquency or default has been corrected; provided, however that no suspension shall be
effective unless and until CITY gives written notice of the default to ARCHITECT with at least
ten (10) days to cure such default. If ARCHITECT fails to correct such delinquency or default
within thirty (30) days of suspension by CITY, CITY may terminate this Agreement.
18.0 TERMINATION
Notwithstanding any other provision of this Agreement, CITY may, upon written notice to
ARCHITECT, terminate this Agreement if: a) without cause and for convenience upon thirty
(30) days written notice to ARCHITECT b) ARCHITECT is adjudged to be bankrupt; c)
ARCHITECT makes a general assignment for the benefit of its creditors; d) ARCHITECT fails
to comply with any of the conditions of provisions of this Agreement; or e) ARCHITECT is
experiencing a labor dispute, which threatens to have a substantial, adverse impact upon
performance of this Agreement, without prejudice to any other right or remedy CITY may have
under this Agreement. In the event of such termination, CITY shall be liable only for the
payment of all unpaid charges, determined in accordance with the provisions of this Agreement,
for work, properly performed and accepted prior to the effective date of termination.
19.0 FORCE MAJEURE
Any delay or failure of either party in the performance of its required obligations hereunder shall
be excused if and to the extent caused by acts of God: fire; flood; windstorm; explosion; riot;
war; sabotage; strikes; extraordinary breakdown of or damage to CITY'S affiliates' generating
plants, their equipment, or facilities; court injunction or order; federal and /or state law or
regulation; order by any regulatory agency; or cause or causes beyond the reasonable control of
the party affected; provided that prompt notice of such delay is given by such party to the other
and each of the parties hereunto shall be diligent in attempting to remove such cause or causes.
If any circumstances of Force Majeure remain in effect for sixty (60) days, either party may
terminate this Agreement.
20.0 GOVERNING LAW & VENUE
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This Agreement is made and shall be interpreted, construed, governed, and enforced in
accordance with the laws of the State of Florida. Venue shall be Lake County, Florida, or the
United States District Court in and for the Middle District of Florida.
21.0 HEADINGS
Paragraph headings are for the convenience of the parties only and are not to be construed as part
of this Agreement.
22.0 SEVERABILITY
In the event any portion or part of this Agreement is deemed invalid, against public policy, void,
or otherwise unenforceable by a court of law, the parties shall negotiate an equitable adjustment
in the affected provision of this Agreement. The validity and enforceability of the remaining
parts thereof shall otherwise be fully enforceable.
23.0 WAIVER AND ELECTION OF REMEDIES
23.1 Waiver by either party of any terms, condition, or provision of this Agreement shall not
be considered a waiver of that term, condition, or provision in the future.
23.2 No waiver, consent, or modification of any of the provisions of this Agreement shall be
binding unless in writing and signed by a duly authorized representative of each party
hereto.
24.0 THIRD PARTY RIGHTS
Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than
CITY and ARCHITECT.
25.0 PROHIBITION AGAINST CONTINGENT FEES
ARCHITECT warrants that it has not employed or retained any company or person, other than a
bona fide employee working solely for the ARCHITECT, to solicit or secure this Agreement,
and that it has not paid or agreed to pay any person, company, corporation, individual, or firm,
other than a bona fide employee working solely for the ARCHITECT, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of
this Agreement.
26.0 ENTIRE AGREEMENT
Except as otherwise state, this Agreement, including the schedules, attachments, appendixes and
exhibits attached hereto, constitutes the entire agreement between CITY and ARCHITECT with
respect to the services specified and all previous representations relative thereto, either written or
oral, are hereby annulled and superseded.
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27.0 SOVEREIGN IMMUNITY
Nothing contained in the Agreement shall be construed as a waiver of the CITY'S rights to
sovereign immunity under Section 768.28, Florida Statutes, or other limitations imposed on the
CITY'S potential liability under state or federal law.
28.0 NOTICE
Any notices required to be given by the terms of this Agreement shall be delivered by hand or
mailed, postage prepaid to:
CITY: City Manager
City of Clermont
685 West Montrose Street
Clermont, Florida
ARCHITECT: C.T. Hsu & Associates, P.A.
820 Irma Ave
Orlando, FL 32803
Either party may change the name of the person receiving notices and the address at which
notices are received by so advising the other party in writing.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated
below:
CITY OF CLERMONT, FLORIDA G .T. 461) 4- P 4 .
BY:
1T1Mor}rli tG r, , , = i
arold Turville, Jr., Mayor
ATTEST:
ATTE T: p`
Tracy Ackroy., ity Clerk
(CORPORATE SEAL)
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Exhibit "A"
Architect's Professional Services Fee Schedule
C.T. HSU + ASSOCIATES P.A
ARCHITECTURE • PLANNING • INTERIOR DESIGN
ORLANDO
March 23, 2010 Revised April 12, 2010
Freddy Suarez, M.P.A., C.P.P.B.
Purchasing Manager
City of Clermont
685 W Montrose Street
Clermont, FL 34711
RE: FEE PROPOSAL for
Architectural /Engineering Design Services for the Jenkins Auditorium Replacement
Dear Mr. Suarez,
Thank you for the opportunity to submit this fee proposal for the referenced work, over which our Team is
very excited and eager to begin. Our comprehensive services proposal is based upon the project scope as
defined in your RFP, and is subject of course to modification pending further clarification and requests by the
City.
I. SCOPE OF SERVICES
The C.T. Hsu + Associates (CTH +A) Team will provide architectural, engineering and site design ser-
vices for the following project:
1. Jenkins Auditorium Replacement at the northwest corner of Montrose Street and Lake Avenue.
Envisioned to have a footprint of approximately 10,000 sq. ft. that will include meeting space,
kitchen area, storage and office area. The City may consider a second story for future use. The
project will include onsite parking and landscape design.
A. TASK A — Space Needs Assessment
1. Initial Groundwork
We will introduce our project team and prepare appropriate questionnaires for your staff.
1.1. Project kick off workshop
1.2. Preliminary Space needs
1.3. Prepare questionnaires, interviews of Chamber staff and user groups as requested.
1.4. Final Program Document and concept plan.
2. Project Goals
We will meet with your planning committee to discuss key project goals such as the following:
2.1. Identify essential function requirements
• Program functions
• Forecast staff growth
• Current and future space needs
• Special functional and equipment requirements
• Adjacency relationships
820 IRMA AVENUE, ORLANDO, FL 32803 USA • 407 423 -0098 FAX # 407 423 -4793
LICENSE # AA -C 001322
April 12, 2010
Jenkins Auditorium Replacement
Fee Proposal page 2 of 3
B. TASK B — Final Design and Construction Administration Services
Upon completion of Space Needs Assessment we will proceed with comprehensive design, permitting,
and construction administration services as detailed below:
Detailed Design
3.1 Schematic Design Submittal
3.2 Design Development Submittal
3.3 Bidding and Permitting
3.4 Discuss general programming strategy
Construction Administration
3.5 Submittal and Shop Drawing Review
3.6 Periodic Site Observations and Progress Meetings
3.7 Monthly Pay Application Review
3.8 Substantial Completion Punch List
II. COMPENSATION
CTH +A Team proposes to provide the architectural and engineering services described herein for a lump
sum fee, broken down and invoiced monthly as follows:
Proposed Design Fee
Basic for A &E for Building $146,000
(includes Arch, MEP, Struct)
+ Civil Fee $24,300
+ Landscape Fee $12,500
Total Gross Fee $182,800
Space Needs Assessment Phase 5% $9140
Schematic Design Phase 10% $18,280
Design Development Phase 20% $36,560
Construction Document Phase 40% $73,120
Bidding Permitting Phase 5% $9140
Construction Administration Phase 20% $36,560
Reimbursable expenses will be invoiced and compensated according to the Reimbursable Expenses
guidelines set forth in the City Policy and Procedures.
C.T. HSU + ASSOCIATES, P.A.
April 12, 2010
Jenkins Auditorium Replacement
Fee Proposal page 3 of 3
III. EXCLUSIONS
The following scope items are excluded from basic services and would be considered additional services:
Survey services
Geotechnical Services
LEED
IV. TIME SCHEDULE
We expect to complete the scope of work for the entire project in approximately the following time period
notice to proceed:
Program Verification and Master Planning 2- 4 weeks
Design 14 -16 weeks
Construction 10 -12 months
We are, as you know, extremely excited about this project and are eager to begin taking your community vision
for the City a step closer to reality. If you need additional information, please do not hesitate to contact our office.
We look forward to working with you on this important undertaking.
Sincerely,
C. T. HSU + ASSOCIATES, P.A.
Timothy McNicholas, AIA, LEED AP
Principal
cc: File (PF /MF /CR)
C.T. HSU + ASSOCIATES. P A.
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Exhibit "D"
INSURANCE REQUIREMENTS
Continuing Services Agreement
SPECIAL PROVISIONS
On the Commercial General Liability and Business Automobile Liability, the City of
Clermont shall be listed as an "additional insured" as their interest may appear. The
CITY shall not by reason of their inclusion under these policies incur liability to the
insurance carrier for payment of premiums for these policies. A renewal certificate shall
be issued thirty (30) days prior to expiration of coverage.
Where available all policies shall be of an occurrence type and provide a forty -five (45)
day notice of cancellation or modification of coverage. Prior to commencement of work,
the proper insurance certificates shall be provided to, and approved by the CITY.
DEDUCTIBLES: Given that the indemnification agreement is intended to be
supported by first dollars insurance policies, which require full disclosure of any and all
deductible for all coverage required by this specification or Contract, the only exception
will be the area of Workers' Compensation. The CITY reserves the right to determine
acceptable limits of such deductibles.
FIRST DOLLAR COVERAGE: To the extent that the ARCHITECT may elect to
purchase insurance, which provides a deductible or (SIR) self insure retention, the
ARCHITECT will assume liability to personally indemnify the CITY to the same level of
coverage required of their insurance carrier.
COVERAGE'S & LIMITS
COMMERCIAL GENERAL LIABILITY: This insurance shall be an "occurrence" type
policy written in comprehensive form and shall protect the ARCHITECT and the
additional insured against all claims arising from bodily injury, sickness, disease, or death
of any person other than the ARCHITECT'S employees or damage to property of the
CITY or others arising out of any act or omission of the ARCHITECT or his agents,
employees, or subcontractors. This policy shall also include protection against claims
insured by usual personal injury liability coverage, and to insure the liability assumed by
the ARCHITECT under the article entitled INDEMNIFICATION and COMPLETED
OPERATIONS AND PRODUCTS LIABILITY coverage.
The liability limits shall not be less than:
Personal Injury and $1,000,000 Combined
Property Damage Single limit each occurrence
r -
BUSINESS AUTOMOBILE LIABILITY: This insurance shall cover "any auto" type
for bodily injury and property damage. This shall include owned vehicles, hired and non -
owned vehicles, and employee non - ownership.
The liability limits shall not be less than:
Bodily Injury and $1,000,000 Combined
Property Damage Single limit each occurrence
WORKERS' COMPENSATION INSURANCE: The ARCHITECT shall take out and
maintain during the life of this agreement, workers' compensation insurance for all of his
employees connected with the work of this project and in case any work is sublet, the
ARCHITECT shall require the subcontractor similarly to provide workers' compensation
insurance for all of the latter's employees unless such employees are covered by the
protection afforded by the ARCHITECT. Such insurance shall comply fully with Florida
Statutes, Chapter 440 and the Florida Workers' Compensation Law. In case any class of
employees engaged in hazardous work under this contract at the site of the project is not
protected under the workers' compensation statute, the ARCHITECT shall provide
adequate insurance, and cause such subcontractor to provide adequate insurance,
satisfactory to the owner, for the protection of his employees not otherwise protected.
PROFESSIONAL LIABILITY: ARCHITECT shall carry professional malpractice
insurance in the amount of $1,000,000 throughout the term of this Agreement and shall
maintain such coverage for an extended period of three (3) years after completion and
acceptance of any work performed hereunder. At all times throughout the period of
required coverage, said coverage shall insure all claims accruing from the first date of the
Agreement through the expiration date of the last policy period. hi the event that
ARCHITECT shall fail to secure and maintain such coverage, ARCHITECT shall be
deemed the insurer of such professional malpractice and shall be responsible for all
damages suffered by the CITY as a result thereof, including attorney's fees and costs.
HOLD HARMLESS/INDEMNIFICATION
To the fullest extent permitted by laws and regulations, the ARCHITECT shall indemnify
and hold harmless the CITY, its officers, directors, , and employees from and against all
claims, damages, losses, and expenses, direct, indirect, or consequential (including but
not limited to reasonable fees and charges of engineers, architects, attorneys, and other
professionals and court and arbitration costs) arising out of or resulting from any acts of
omission or negligence in the performance of the work by the ARCHITECT, any
subcontractor, or any person or organization directly or indirectly employed by any of
them to perform or furnish any of the work or anyone for whose acts any of them may be
liable.
In any and all claims against the CITY, or any of its officers, directors, agents, or
employees by any employee of the ARCHITECT, any subcontractor, any person or
organization directly or indirectly employed by any of them to perform or furnish any of
P
the work or anyone for whose acts any of them may be liable, this indemnification
obligation shall not be limited in any way by any limitation on the amount or type of
damages, compensation, or benefits payable by or for the ARCHITECT or any such
subcontractor or other person or organization under workers' or workmen's
compensation acts, disability benefit acts, or other employee benefit acts, nor shall this
indemnification obligation be limited in any way by any limitation on the amount or type
of insurance coverage provided by the CITY, the ARCHITECT, or any subcontractors.
APPLICABILITY: It is the express intent of the ARCHITECT that this Agreement
shall apply to all work or purchase orders incidental to the professional
graphical/geographical systems (GIS) and computer aided design (CAD) services
agreement.
SUBROGATION: The ARCHITECT and any subcontractors shall require their
insurance carriers, with respect to all insurance policies, to waive all rights of subrogation
against the CITY, except for "Professional Liability" and workers' or workmens'
compensation. In the case of "Professional Liability," the Engineer /Architect and any
subcontractors shall waive all rights of subrogation except in situations where gross
negligence is shown on the part of the CITY.
RELEASE OF LIABILITY: Acceptance by the ARCHITECT of the last payment shall
be a release to the CITY and every officer and agent thereof, from all claims and liability
hereunder for anything done or furnished for, or relating to the work, or for any act or
neglect of the CITY or of any person relating to or affecting the work, unless expressly
reserved in writing at the time that ARCHITECT submits its request for final or last
payment.
COMPANIES ISSUING POLICIES: Bach insurance policy issued hereunder shall be
issued by a company or companies authorized to do business in the State of Florida and
which have an A.M. Best Company rating of "A" or better and a Financial Size category
of "VII" or as otherwise approved by CITY, in its sole discretion.
By: IIIII
DATE: / *110
TASK AUTHORIZATION NUMBER FOR
CONTINUING CONTRACT AGREEMENT
BETWEEN THE CITY OF CLERMONT FLORIDA AND
C.T. HSU & ASSOCIATES, P.A.
This Task Authorization is by and between C.T. HSU & ASSOCIATES, P.A., hereinafter referred to as
"ARCHITECT" and the CITY OF CLERMONT, hereinafter referred to as "CITY" and is to that certain
agreement between the parties dated ' ( 5 / 0 , and any amendments thereto,
hereinafter collectively referred to as "the greement ". he Parties, in exchange for the mutual covenants
contained herein and in the Agreement, agree as follows:
1. This agreement expressly modifies the Agreement and in the event of a conflict, the
terms and conditions of this Task Authorization shall prevail.
2. In addition to all other terms and conditions contained in the Agreement,
ARCHITECT shall provide services as more particularly described in the Scope of
Services attached hereto and incorporated herein as Task Authorization Exhibit "A ".
In consideration for, and upon, the satisfactory completion of said services, the CITY
shall pay to ARCHITECT the amount set forth in Task Authorization Exhibit `B"
attached hereto and incorporated herein.
3. ARCHITECT shall complete the services to be provided herein as set forth in
Exhibit "A" hereto.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement for the purposes
herein expressed on the dates set forth below.
CITY OF C 9NT Attes
4111111 —"dos . AL./
arold Turville, Jr., Mayor Tracy Ackr•yd, ity Clerk
Date:
C.T. HSU& A 1 OCIA ! ES, P. •
•
Corporate Secretary
1 m• s:is.ci(.� 6 4rera4- C' N U-110 (�
( ame /Title Pr nted or Typed) (Name Pri ted or Typed)
C.T. HSU + ASSOCIATES P.A
ARCHITECTURE • PLANNING • INTERIOR DESIGN
ORLANDO
March 23, 2010 Revised April 12, 2010
Freddy Suarez, M.P.A., C.P.P.B.
Purchasing Manager
City of Clermont
685 W Montrose Street
Clermont, FL 34711
RE: FEE PROPOSAL for
Architectural /Engineering Design Services for the Jenkins Auditorium Replacement
Dear Mr. Suarez,
Thank you for the opportunity to submit this fee proposal for the referenced work, over which our Team is
very excited and eager to begin. Our comprehensive services proposal is based upon the project scope as
defined in your RFP, and is subject of course to modification pending further clarification and requests by the
City.
I. SCOPE OF SERVICES
The C.T. Hsu + Associates (CTH +A) Team will provide architectural, engineering and site design ser-
vices for the following project:
1. Jenkins Auditorium Replacement at the northwest corner of Montrose Street and Lake Avenue.
Envisioned to have a footprint of approximately 10,000 sq. ft. that will include meeting space,
kitchen area, storage and office area. The City may consider a second story for future use. The
project will include onsite parking and landscape design.
A. TASK A — Space Needs Assessment
1. Initial Groundwork
We will introduce our project team and prepare appropriate questionnaires for your staff.
1.1. Project kick off workshop
1.2. Preliminary Space needs
1.3. Prepare questionnaires, interviews of Chamber staff and user groups as requested.
1.4. Final Program Document and concept plan.
2. Project Goals
We will meet with your planning committee to discuss key project goals such as the following:
2.1. Identify essential function requirements
• Program functions
• Forecast staff growth
• Current and future space needs
• Special functional and equipment requirements
• Adjacency relationships
820 IRMA AVENUE, ORLANDO, FL 32803 USA • 407 423 -0098 FAX # 407 423 -4793
LICENSE # AA -C 001322
April 12, 2010
Jenkins Auditorium Replacement
Fee Proposal page 2 of 3
B. TASK B — Final Design and Construction Administration Services
Upon completion of Space Needs Assessment we will proceed with comprehensive design, permitting,
and construction administration services as detailed below:
Detailed Design
3.1 Schematic Design Submittal
3.2 Design Development Submittal
3.3 Bidding and Permitting
3.4 Discuss general programming strategy
Construction Administration
3.5 Submittal and Shop Drawing Review
3.6 Periodic Site Observations and Progress Meetings
3.7 Monthly Pay Application Review
3.8 Substantial Completion Punch List
II. COMPENSATION
CTH +A Team proposes to provide the architectural and engineering services described herein for a lump
sum fee, broken down and invoiced monthly as follows:
Proposed Design Fee
Basic for A &E for Building $146,000
(includes Arch, MEP, Struct)
+ Civil Fee $24,300
+ Landscape Fee $12,500
Total Gross Fee $182,800
Space Needs Assessment Phase 5% $9140
Schematic Design Phase 10% $18,280
Design Development Phase 20% $36,560
Construction Document Phase 40% $73,120
Bidding Permitting Phase 5% $9140
Construction Administration Phase 20% $36,560
Reimbursable expenses will be invoiced and compensated according to the Reimbursable Expenses
guidelines set forth in the City Policy and Procedures.
C.T. HSIt lSO {`-,Ir HS P ..Al..
April 12, 2010
Jenkins Auditorium Replacement
Fee Proposal page 3 of 3
III. EXCLUSIONS
The following scope items are excluded from basic services and would be considered additional services:
Survey services
Geotechnical Services
LEED
IV. TIME SCHEDULE
We expect to complete the scope of work for the entire project in approximately the following time period
notice to proceed:
Program Verification and Master Planning 2- 4 weeks
Design 14 -16 weeks
Construction 10 -12 months
We are, as you know, extremely excited about this project and are eager to begin taking your community vision
for the City a step closer to reality. If you need additional information, please do not hesitate to contact our office.
We look forward to working with you on this important undertaking.
Sincerely,
C. T. HSU + ASSOCIATES, P.A.
Timothy McNicholas, AIA, LEED AP
Principal
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