HomeMy WebLinkAbout8 Attachment 2 - Agreement for Professional Services1
AGREEMENT FOR PROFESSIONAL SERVICES
TRUCKEE DONNER PUBLIC UTILITY DISTRICT
11570 Donner Pass Road
Truckee, California 96161
Telephone (530) 587-3896
Facsimile (530) 587-1189
Date:
Project Name:
CONSULTANT:
The terms of this Agreement are contained in the body of the Agreement and in Attachments A through D.
Each attachment is incorporated herein by reference and becomes an integral part of this Agreement between
the parties when the Agreement is signed. IN THE EVENT THAT THERE IS ANY INCONSISTENCY
BETWEEN TERMS AND PROVISIONS IN THE BODY OF THIS AGREEMENT AND TERMS AND
CONDITIONS IN THE ATTACHMENTS, THE TERMS AND PROVISIONS IN THE BODY OF THIS
AGREEMENT CONTROL OVER ANY INCONSISTENT TERM OR PROVISION IN THE
ATTACHMENTS.
For your protection, make sure that you read and understand all provisions before signing.
Instructions: Sign and return original. Upon acceptance by the TRUCKEE DONNER PUBLIC UTILITY
DISTRICT, a copy will be signed by the District’s authorized representative and returned to you. Insert the name/s
of your authorized representative(s) in the place provided.
1.0 TERM OF THE AGREEMENT
1.1 This Agreement shall be effective on the date that it is executed by the District.
1.2 The Consultant shall commence the performance of the Professional Services immediately after the fee and
schedule are agreed upon and a written Notice To Proceed is issued.Time is of the essence of this
Agreement.Failure to meet the schedule contained in this Agreement shall constitute a default by the
Consultant.
1.3 This Agreement shall expire on:
2.0 CONSULTANT'S OBLIGATIONS AND SCOPE OF WORK ATTACHMENT A
2.1 Consultant shall provide the professional services which are described in ATTACHMENT A, hereinafter
referred to as “Professional Services.”
2.2 Consultant shall perform all the tasks required to accomplish the Professional Services in conformity with
the applicable requirements of Federal, State and local laws in effect at the time that the scope of work is
substantially completed by the Consultant. The Consultant shall comply with applicable standards of
professional care in the performance of the Professional Services. Where any circumstance exists for
which the Consultant must make a judgment that could result in a materially different change in condition,
the Consultant shall advise the Contract Officer in advance and request specific direction.
2.3 The Consultant shall, without additional compensation, correct or revise any Professional Services that do
not meet the standard of professional responsibility.
ATTACHMENT 2
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2.4 The District's review, approval or acceptance of, or payment for, the services required under this
Agreement shall not be construed to operate as a release or waiver of any rights of the District under this
Agreement or of any cause of action arising out of Consultant’s performance of this Agreement, and
Consultant is responsible to the District for all damages to the District caused by the Consultant's
performance of any of the services under this Agreement.
2.5 Consultant shall maintain all of its records related to the project for a minimum of five (5)years from the
date of final payment.Consultant shall permit representatives of the District to review all project related
records.
2.6 Consultant shall not be responsible for means, methods, techniques, sequences or procedures of
construction selected by construction contractor for the project or the health or safety precautions and
programs incident to the work of such contractor, and shall not be responsible for construction contractor’s
failure to carry out work in accordance with the contract documents. Construction contractor is solely and
completely responsible for jobsite conditions including the safety of all persons and property.
3.0 PAYMENT AND SCHEDULE OF SERVICES (ATTACHMENTS B and C)
3.1 The amount of payment to Consultant for providing the Professional Services is set forth in
ATTACHMENT B. No payment shall be allowed for unless specifically described in ATTACHMENT B.
3.2 Consultant shall not be entitled to any additional fees for work incidental to the design, for any design
clarifications, or for changes resulting from errors or omissions by the Consultant or any Sub-Consultant.
3.3 A Project Schedule showing all milestones has been developed by the Consultant and is attached as
ATTACHMENT C.
4.0 DISTRICT'S OBLIGATIONS
4.1 District shall furnish the required information and services and shall render approvals and decisions
expeditiously to allow the orderly progress of the Consultant’s services as shown on ATTACHMENT C.
4.2 The District’s General Manager or a designated District Representative shall serve as the District’s
“Contract Officer” for this Agreement and has the authority to execute this Agreement, direct the
Consultant, approve actions, request changes, and approve additional services. Any obligation of the
District shall be the responsibility of the Contract Officer. Excepting the provisions pertaining to dispute
resolution, no other party shall have any authority under this Agreement unless specifically delegated in
writing.
5.0 SUBCONTRACTING (ATTACHMENT D)
5.1 The name and location of the place of business of each Sub-Consultant that Consultant will use to perform
work or render service to the Consultant in performing this Agreement is contained in ATTACHMENT D.
No change to any Sub-Consultant shall be made without the written approval of the Contract Officer.
5.2 If Consultant subcontracts for any of the work to be performed under this Agreement,Consultant shall be
as fully responsible to the District for the acts and omissions of Consultant's Sub-Consultants and for the
persons either directly or indirectly employed by the Sub-Consultants, as Consultant is for the acts and
omissions of Consultant and persons directly employed by Consultant. Nothing contained in the
Agreement shall create any contractual relationship between any Sub-Consultant of Consultant and the
District.Consultant shall bind every Sub-Consultant to the terms of the Agreement applicable to
Consultant's work unless specifically noted to the contrary in the subcontract in question and approved in
writing by the Contract Officer.
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5.3 The District may unilaterally reduce the scope of work to be performed by the Consultant. Upon doing so,
District and Consultant agree to meet and confer in good faith to negotiate a deductive change order.
6.0 CHANGES TO THE SCOPE OF WORK
The Consultant shall not perform work in excess of the Professional Services without the prior written
approval of the Contract Officer. All requests for extra work shall be by written Change Order submitted to
the Contract Officer and signed prior to the commencement of such work. Fees for additional work will be
negotiated on a fixed fee basis.
7.0 VERBAL AGREEMENT OR CONVERSATION
No verbal agreement or conversation with any officer, agent or employee of the District, either before,
during or after the execution of this Agreement, shall affect or modify any of the terms or obligations
herein contained nor shall such verbal agreement or conversation entitle Consultant to any additional
payment whatsoever unless approved by the Contract Officer.
8.0 TERMINATION OF AGREEMENT
8.1 In the event of Consultant's failure to prosecute, deliver, or perform the Professional Services, or where the
Consultant fails to perform the work in accordance with the project schedule (ATTACHMENT C), the
District may terminate this Agreement for cause by notifying Consultant by certified mail of said
termination. Thereupon,Consultant shall cease work and within five (5) working days, assemble all
documents owned by the District and in Consultant's possession, and deliver said documents to the District,
and ensure that all work in progress is placed in a safe and protected condition. The Contract Officer shall
make a determination of the percentage of work that Consultant has performed that is usable and of worth
to the District. Based upon that finding, the Contract Officer shall determine any final payment due to
Consultant.
8.2 This Agreement may be terminated by the District, without cause, upon the giving of fifteen (15) days
written notice by certified mail to the Consultant. Prior to the fifteenth (15th) day following the giving of
the notice, the Consultant shall cease work, assemble all documents owned by the District and in
Consultant's possession and deliver said documents to the District, and ensure that all work in progress is
placed in a safe and protected condition. The Contract Officer shall make a determination of the
percentage of work that Consultant has performed that is usable and of worth to the District. Based upon
that finding, the Contract Officer shall determine any final payment due to Consultant.
9.0 PROFESSIONAL RELATIONSHIP.Consultant shall serve as the District’s professional representative
with respect to the Professional Services.
10.0 PARTIES TO ACT IN GOOD FAITH.District and Consultant agree to cooperate with each other in
order to fulfill their responsibilities and obligations under this Agreement. Both District and Consultant
shall endeavor to maintain good working relationships among members of the project team.
11.0 LIMITATION ON DIRECTIVES TO CONSULTANT.CONSULTANT shall not accept direction or
orders from any person other than the Contract Officer or the person(s) whose name(s) is (are) inserted on
Page 9 as “other authorized representative(s).”
12.0 PERFORMANCE OF WORK BY THIRD PARTIES.District acknowledges that Consultant is not
responsible for the performance of work by third parties including, but not limited to, the construction
contractor and its sub-contractors.
13.0 CHANGES IN SCOPE OF WORK--EXTRA SERVICES.District agrees that if District requests
services not specified in the scope of services described in this Agreement,District will pay for all such
additional services as extra services, in accordance with Consultant’s billing rates utilized for this
Agreement. Any change in the scope of the Professional Services to be done, method of performance,
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nature of materials or price thereof, or to any other matter materially affecting the performance or nature of
the Professional Services will not be paid for or accepted unless such change, addition or deletion is
approved in advance, in writing by a supplemental agreement executed by the District’s “authorized
representative(s)”.Consultant’s “authorized representative(s)” has (have) the authority to execute such
written change for Consultant.
14.0 PERMITS.Permits required by governmental authorities will be obtained at Owner’s expense, and
Consultant will comply with applicable local, state, and federal regulations and statutes including
Cal/OSHA requirements.
15.0 TERMS OF PAYMENT.Payment, unless otherwise specified in Attachment C, is to be thirty (30)days
after acceptance by the District. For Professional Services performed by the Consultant, the District shall
pay the Consultant in accordance with monthly statements submitted by the Consultant based upon the
percentage of work completed during the preceding month. Payment for extra services shall be based on
monthly statements submitted by the Consultant for the extra services performed by the Consultant during
the proceeding month. The Consultant shall be paid interest on payments due from the District which are
not received within thirty (30) days of the date of billing. The interest rate shall be one percent (1%) per
month on the unpaid balance or the maximum legal rate that the District can pay, whichever is less.
16.0 INDEMNIFICATION.Consultant shall defend, indemnify and hold the District, its directors, officers,
employees,and authorized volunteers harmless from losses, liabilities, expenses, including reasonable
attorney’s fees, damages and costs arising out of personal injury, death, or property damage, but only to the
extent such losses, liabilities, expenses, damages and costs arise out of, pertain to or relate to the active
negligence, recklessness or willful misconduct of Consultant under this Agreement.Consultant shall also
defend itself against any and all liabilities, claims, losses, damages, and costs arising out of or alleged to
arise out of Consultant’s performance or non-performance of the work hereunder, and Consultant shall not
tender such claims to District nor to its directors, officers, employees, or authorized volunteers, for defense
or indemnity. Further, as respects Consultant’s operations (as opposed to Consultant’s Professional
Services),Consultant shall also provide the District a defense, and indemnify and hold the District harmless
from losses, liabilities, expenses, including reasonable attorney’s fees, damages and costs through and as an
additional insured to Consultant’s commercial general liability policy.
17.0 WORKERS’ COMPENSATION INSURANCE. By his/her signature hereunder,Consultant certifies
that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every
employer to be insured against liability for workers’ compensation or to undertake self-insurance in
accordance with the provisions of that code, and that Consultant will comply with such provisions before
commencing the performance of the Professional Services under this Agreement.Consultant and Sub-
Consultants will keep workers’ compensation insurance for their employees in effect during all work
covered by this Agreement.
18.0 PROFESSIONAL LIABILITY INSURANCE.Consultant will file with the District, before beginning
Professional Services, a certificate of insurance satisfactory to the District evidencing professional liability
coverage of not less than $1,000,000 per claim and annual aggregate, requiring thirty (30)days notice of
cancellation (10 days for non-payment of premium) to the District. Any insurance, self-insurance or other
coverage maintained by the District, its directors, officers, employees, or authorized volunteers shall not
contribute to it. Coverage is to be placed with a carrier with an A.M. Best rating of no less than A-:VII, or
equivalent, or as otherwise approved by the District. The retroactive date (if any) is to be no later than the
effective date of this Agreement. In the event that the Consultant employs other Consultants (Sub-
Consultants) as part of the work covered by this Agreement, it shall be the Consultant’s responsibility to
require and confirm that each Sub-Consultant meets the minimum insurance requirements specified above.
19.0 GENERAL LIABILITY INSURANCE.Consultant will file with the District, before beginning
Professional Services, certificates of insurance satisfactory to the District evidencing general liability
coverage of not less than $1,000,000 per occurrence ($2,000,000 general and products-completed
operations aggregate (if used)) for bodily injury, personal injury and property damage; auto liability of at
least $1,000,000 for bodily injury and property damage each accident limit; workers’ compensation
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(statutory limits) and employer’s liability ($1,000,000) (if applicable); requiring thirty (30)days for non-
payment of premium) notice of cancellation to the District. Any insurance, self-insurance or other
coverage maintained by the District, its directors, officers, employees, or authorized volunteers shall not
contribute to it. The general liability coverage shall give the District, its directors, officers, employees, and
authorized volunteers insured status using ISO endorsement CG2010, CG2033, or equivalent. Coverage is
to be placed with a carrier with an A.M. Best rating of no less than A-:VII, or equivalent, or as otherwise
approved by the District. In the event that the Consultant employs other Consultants (Sub-Consultants) as
part of the work covered by this Agreement, it shall be the Consultant’s responsibility to require and
confirm that each Sub-Consultant meets the minimum insurance requirements specified above.For any
claims related to the Professional Services, the Contractor’s insurance coverage will be primary insurance
with respect to the District’s insurance. The insurance maintained by the District shall be excess of the
Contractor's insurance and will not contribute with it.
20.0 CONTINUATION OF INSURANCE COVERAGE. If any of the required coverages expire during the
term of this Agreement, the Consultant shall deliver the renewal certificate(s) including the general liability
additional insured endorsement to the District at least ten (10) days prior to the expiration date.
21.0 CONFLICT OF INTEREST.Consultant agrees that it will not undertake work for any other principal or
client which could pose a conflict of interest or provide for the utilization of the experience, knowledge and
work product produced as a result of this Agreement for the benefit of a party whose interests may be
adverse to those of the District.Consultant agrees that it will not undertake work in which a conflict of
interest may arise for a period of ten (10) years after the date of execution of this Agreement without first
exploring the nature of the work and the potential for conflict of interest with the interest of the District or
potential disadvantageous results of the undertaking or the utilization of the District’s work products. If the
District reasonably determines that there could be a conflict of interest or will be a conflict of interest,
Consultant agrees not to undertake such work or to offer to perform such work until the issue has been
resolved if Consultant shall disagree.
22.0 WORK PRODUCT.Consultant agrees that if any work product involves the development of
methodologies, computer programs, or statistical or data gathering methodology, that work product
methodology, computer program, coding system, or similar method for gathering, compiling or appraising
data shall be a portion of the work product of Consultant which is owned by and shall be provided to
District upon its request.Consultant agrees that District, upon payment in full for services rendered and
expenses incurred, shall be entitled to all photographs, notes, maps, calculations, observations, computer
programs, runs or compilations, statistics, preliminary design, final design, work drawings, shop drawings
or calculations, or any and all other “work product” of Consultant, and upon early termination or
termination in due course or thereafter, may request that such materials may be copied and the copies
retained by Consultant and the originals provided to District. Any use, re-use or modification of
Consultant’s instruments of service without Consultant’s participation shall be at District’s sole risk, and
District agrees to indemnify, defend and hold Consultant harmless from any claims, liabilities, damages or
expenses, including reasonable attorney’s fees, to the extent arising out of such use, re-use or modification.
District shall also receive any and all documentation on computer diskette compatible with District word
processing or other computer programs, including input data as well as output data. The reasonable costs
of copying shall be a Project Cost payable by District.Files in electronic media format or text, data,
graphic or other types that are furnished by Consultant to the District are only for convenience of the
District.Any conclusion or information obtained or derived from such electronic files will be at the user’s
sole risk. When transferring documents in electronic media format, Consultant makes no representations as
to long-term compatibility, usability, or readability of documents resulting from the use of software
application packages, operating systems or computer hardware differing from those in use by consultant at
the beginning of this assignment.
23.0 DISCLOSURE OF USE OF WORK PRODUCT OR CONSULTANT.District and Consultant agree
that in providing the Professional Services,Consultant will gain information, experience and
methodologies which may be usable in other work of Consultant, so long as that other work does not cause
a conflict of interest or work to the disadvantage of District. The District will have no claims for the
monetary value of the experience, methodology, or use of the work methods for other work undertaken by
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Consultant. However,Consultant agrees that it will not publish any articles, provide any interview, make
public comments, or supply copies of any work product of Consultant done for District except in
accordance with valid legal process served upon it or pursuant to the written direction of Consultant. In
those circumstances in which District notifies Consultant in writing that a matter shall be treated as subject
to this provision until further order of the District,Consultant will not provide any of this work product to
any third party.District is a governmental entity and may be subject to the Public Records Act, Freedom of
Information Act, or other terms and provisions of the law, depending upon the circumstances.Consultant
agrees that the determination of that applicability shall be solely within the authority of District, and
Consultant shall not make work product or other materials available to third parties or other governmental
agencies unless directed to do so by District. The purpose of this provision is to establish a method to
provide persons or agencies public information that they are entitled to receive while keeping uniform
records about the availability of such materials, the dates that such information is provided to persons
entitled to receive it, and to ensure that complete response is made to valid legal requests for information,
whether pursuant to administrative, legal or Public Records Act requests. Nothing in this Agreement shall
render the records, documents or materials of Consultant as a public record available for inspection or
review, except to the extent required by law.
24.0 DISPUTE RESOLUTION.The parties agree that if any dispute should arise under the terms and
provisions of this Agreement,the parties agree first to try, in good faith, to settle the dispute by mediation,
before resorting to court action. The costs of mediation shall be borne equally by the parties. Neither party
shall file a court action without first meeting in mediation and making a good faith attempt to reach a
mediated resolution. The mediation shall be conducted in Truckee, California, unless the parties agree to
conduct it in a different location. If, for any dispute or claim to which this paragraph applies, any party
commences court action without first attempting to resolve the matter through mediation or refuses to
mediate after a written request has been made, then that party shall not be entitled to recover attorney fees,
even if they would otherwise be available to that party in any such action.
25.0 FORCE MAJEURE.If either party hereto shall be delayed or prevented from the performance of any act
required hereunder by reason of acts of God, labor troubles, inability to procure materials, restrictive
governmental laws or regulations of the United States or any state or political subdivision thereof or other
cause without fault and beyond the control of the party obligated, specifically excepting any asserted
financial difficulty including fluctuations of local and national economics, and fluctuations in the price of
precious metals, performance of such act shall be excused for the period equivalent to the period of such
delay, specifically provided that the total period(s) of delay permitted under this paragraph will not exceed
five (5) years.
26.0 SEVERABILITY.If any term, condition or covenant of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions of this agreement shall be valid
and binding on District and Consultant.
27.0 CHOICE OF LAW.This Agreement shall be governed by and construed in accordance with the laws of
the State of California.
28.0 NO ASSIGNMENT.Consultant shall not assign this Agreement without the prior written consent of the
Contract Officer.
28.0 ATTORNEY’S FEE.The prevailing party in any action to enforce or interpret this Agreement shall be
entitled to recover its attorneys' fees and costs, including expert fees.
29.0 VENUE.Any action to enforce or interpret this Agreement shall be commenced and maintained only in the
Superior Court in and for the County of Nevada, State of California, if in state court, or in the Federal
District Court for the Eastern District of California, if in federal court.”
30.0 WHOLE AND ENTIRE AGREEMENT.This Agreement contains the entire agreement between District
and Consultant relating to the project and the provision of services for the project. Any prior agreements,
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promises, negotiations or representations not expressly set forth in this agreement are of no force or effect.
Subsequent modifications to this Agreement shall be in writing and signed by both District and Consultant.
31.0 NO WAIVER OR DISCLAIMER.District’s or Consultant’s waiver of any term, condition or covenant
shall not constitute the waiver of any other term, condition or covenant.District’s or Consultant’s waiver
of any breach of this Agreement shall not constitute the waiver of any other breach of the Agreement.
32.0 BINDING UPON HEIRS,SUCCESSORS AND ASSIGNS.This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of District and Consultant.
33.0 STATUS OF CONSULTANT.Consultant shall perform the services provided for herein in a manner of
Consultant's own choice, as an independent contractor and in pursuit of Consultant's independent calling,
and not as an employee of the District.Consultant shall be under control of the District only as to the result
to be accomplished and the personnel assigned to the project.Consultant shall confer with the District at a
mutually agreed frequency and inform the District of incremental work/progress as well as receive
direction from the District.
34.0 ASSIGNMENT OF CONTRACT AND NAMED INDIVIDUALS.Consultant agrees that the
individuals named below shall be personally assigned to the PROJECT to provide supervision and have
responsibility for the work during the entire term of this Agreement. No substitutions to these named
individuals shall be made without prior approval of the Contract Officer:
35.0 COVENANT AGAINST CONTINGENT FEES.Consultant warrants that it has not employed or
retained any company or person, other than a bona fide employee working for Consultant, to solicit or
secure this Agreement, and that Consultant has not paid or agreed to pay any company or person, other than
a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration
contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this
warranty, the District shall have the right to terminate this Agreement without liability or, at the District's
discretion to deduct from the Agreement price or consideration, or otherwise recover the full amount of
such fee, commission, percentage, brokerage fee, gift or contingent fee.
36.0 ACCOUNTING RECORDS.Consultant shall keep records of the direct reimbursable expenses
pertaining to the Professional Services and the records of all accounts between the Consultant and Sub-
Consultant.Consultant shall keep such records on a generally recognized accounting basis. These records
shall be made available to the Contract Officer, or the Contract Officer's authorized representative, at
mutually convenient times, for a period of five (5) years from the completion of the work.
37.0 NOTICES
Any notices to be given under this Agreement, or otherwise, shall be served by First Class mail.
The address of the District, and the proper person to receive any notice on the District's behalf, is:
TRUCKEE DONNER PUBLIC DISTRICT
11570 Donner Pass Road
Truckee, California 96161
ATTN: District General Manager
TEL. NO. (530) 587-3896;FAX NO. (530)587-1189
The address of the Consultant, and the proper person to receive any notice on the Consultant's behalf, is:
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38.0 PERIODIC REPORTING REQUIREMENTS
The Consultant shall provide a written status report of the progress of the work on a monthly basis that
shall accompany the Consultant’s payment invoice. The status report shall, as a minimum, report the work
accomplished to date, describe any milestones accomplished, show and discuss the results on any testing or
exploratory work, provide a schedule update, and if not in accordance with the original schedule, describe
how the Consultant intends to get back on the original schedule. The status report shall also describe any
problems or recommendations to increase the scope of the work, and provide any other information which
may be requested by the District
ACCEPTED:
TRUCKEE DONNER PUBLIC
UTILITY DISTRICT CONSULTANT
{GM_Signature}{Vendor_Signature}
Signature Signature
By:Brian C.Wright By:{Vendor_Name}
Title:General Manager Title:{Vendor_Title}
Co:Truckee Donner Public Utility District Co:{Vendor_Company}
Date:Date:{Vendor_Date}
Other authorized representative(s):Other authorized representative(s):
ATTACHMENT A -SCOPE OF WORK
ATTACHMENT B -PAYMENT FOR SERVICES
ATTACHMENT C -SCHEDULE OF SERVICES
ATTACHMENT D -LISTING OF SUB-CONSULTANTS
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ATTACHMENT A
SCOPE OF WORK
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ATTACHMENT B
PAYMENT FOR SERVICES
A. PAYMENT FOR SERVICES: Payments to the Consultant for the Professional Services shall be made in the
form of monthly advances due for each Phase based on a percentage of the total fee. The percentage of completion
of a Phase shall be assessed in the sole discretion of the Contract Officer or designated representative. All invoices
submitted by the Consultant shall show an hourly reconciliation of time spent on each Phase. The original invoice
shall be provided for any subcontracted services. Normal processing time for payments is thirty (30) days.
For performance of each Phase or portion thereof as identified below,District shall pay a fixed fee associated with
the Phase of the Professional Services in the amount and at the time or milestones set forth.Consultant shall not
commence Services under any Phase, and shall not be entitled to compensation for the Phase, unless District shall
have issued a Notice to Proceed to the Consultant as to the Phase.
TOTAL NOT TO EXCEED FEE $
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ATTACHMENT C
SCHEDULE OF SERVICES
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ATTACHMENT D
LISTING OF SUB-CONSULTANTS
Listed below are all Sub-Consultants that the Consultant plans to employ to perform work under this Agreement.
No change is allowed without the prior approval of the Contract Officer.
Sub-Consultants are paid through the Consultant.
SUB-CONSULTANT SUB-CONSULTANT
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
SUB-CONSULTANT SUB-CONSULTANT
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________