HomeMy WebLinkAboutContract 27831�IYY ��CI���'p��{y�
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AGREEMENT
BET�V�EN
OWNER AND ENGIN�ER
FOR
PROFESSYONAL SERVICES
THTS IS AN AGREEMENT made as of May 7, 2D02 between Fort Worth Water Department ("OWNER") arAd
Camp Dresser & McKee Tnc. ("ENGINEER°}.
QWNER intends to retain ENGINEER to prepare an update af its curtent whofesale water rates to reflect current
cnst and demand information. The purpose of FY2003 Wholesale Water Cost of 5ervica and Rate Study (the
Project) is to:
1. Develop whoiasale water rates that follow generally accepted principles for water rate studies, conf'orm to the
current Uniforna Water Contract methodology a�►d utilize the existing rate model.
2. Project ravenue requirements for study periad, taking into consideration anticipated capital irnprovements,
changes in operatiug requiremen�s, and changes in water demand.
3. Review any laws regulations that may impact the test ye� work. (the "Project").
OWN�R and ENGINEEIt in consideration of their mutual co�enants herein agree in respect of the per%rmance or
furnis}iing af professional engineering services by ENGINEER v�+ith respect ta the Praj eet and the payment for khose
services by OWNE�t as set forth below. Bxecution of this Agreement by �NGINEER and OWNER constitutes
OWNER's written authorization to �NGINEER to proceed on the date farst above written vvith the Basic Services
described in Section 2 below and as further set forth i� Exhabit A, "Further Descriprion of Engineering Services and
Related Matters" ("Exhibit A") and in the other exhibits listed in Section 9 belaw. This Agreement will become ef�'ective
on the date first above written.
SECTION 1-GENEuar•
11. Standard vf Care. .
ENGINEER shall perfanan for or furnish to OWNER professional engineering and related services in a!I phases of th�
Project to which this Agreement applies as hereinafter provided. ENGINEER shall serve as OWNER's professional and
engineeririg representative fnr the Project providing professionai engineering eonsultatian and advice witil respect
thexeto. ENGINEER may employ such ENGINEER's Subcontractors as ENGINEER deems necessary to assist in the
perfornaance or furnishing of professional engineering and related services hereunder. ENGINEER shall not be reqnired
to employ any OWNER's Snbcanhactors unacceptable to ENGIN��R.
The standard of care for all professional engineeriag and related services performed or furnished by ENGINEER und�r
this Agreernent will be th� care and sitill ordivarily used by m�mhexs of �NC}INEER's profession praciicing under similar
conditions at the same time and in the same locaiity. ENGINEER makes no warranties, express or implied, under this
Agreezxient or otherwise, in connectian with ENGINEER's services.
1.2. Detinitions
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Wherever used in this Agreement the folia�ving ternis have the meanings indicated which are applicable to both the
singular and plural thezeo�':
1.2.1. Speciad Services,
Special Services means the services to be perf'nrmed for or furnished to OWN�R by ENGINEER described in
Section 3 of this Agreement.
1.2.2. Agf•eeme�et,
Agreernent means this Standard Form of Agreement betwee� OWNER and ENGINE�R for Professional5ervices
including those e�:hibits listec� in Sectian 9 of this Agre�ment.
I,2.3, Basic Services.
Basic Services means the services to be perfo�r�med far ar fumished to OWNER by ENGTNEER deseribed in
Section 2 oithis Agreement.
1.2.4. Contractor
Contractar means tlte person or entity with whnm OWN�R enters into a written agreement cavering coastruction
work to be performed or furnished with respect ta the Project.
L2.5. Engineera's SuBcondractor.
ENGINEER's Subcontractor means a persan or entity having a contract Evith ENGINEER to perform or furnish
Basic or Special 5ervices as �NGINEER's independent professiona� subconiractor engaged directly on the
Project.
1.2.6. Reimbursable Expenses.
Aei.mbursable Expenses m.eans the expenses incurred directly in connection with the performance or fumishing of
Basic and Special Services far tl�e Pro�ect for �rvhich OWNER shal� pay ENGINEER as indicated in Exiiibit A.
SECTION 2-BASIC SERYTCES OF ENGINEER
Upon this Agreament becoming effective, ENGINEER shall provide the services as indicated and descnibed in ExlaibitA.
SECTION 3-ADDITIONAL �ERVICES OF ENGINEER
Ifauthorized in writing by OWN�R, ENGINEER shall fiuroish or obtain from athers Additional Sezvices as agreed to by
the parties. These services will be paid for by OWNER as agreed to in writing by the parties.
SECTION 4 - RESPONSIBII.ITIE5
Exeept as otherwise provided in E7chibit A, OWNER shal! do the following in a kimely manner so as not to delay the
services of ENGINEER and shall bear all cosks incident tla�zeto:
4.1. Designate in writin�; a person to aet as �WNEA's represe�tative with respect tp the seivices to be perfonmed or
furnished by ENGINE�R under this Agreement. Such person will have c�mplete authority to t�ansmit
instructions, reeeive infoz�mation, interpret and define OWNER's policies and decisions with respect to
ENGIN-EER's servic�s for the Project.
�.2. Furnish to ENGINEER as requested by ENGIIVEER for perfon�.�ance of its Services all. available informatian
pertinent to tha Proj ect including previous zeports and any other data relative to the Proj ect. OWN�R shall b�
responsible for, and ENGINEER may rely upon, the accuracy and completeness of all reports, data and other
information furnisl�ed pursuant to this paragraph. ENGINEER may use such reports, data and infarmation in
CDMlGIS Servicesl04302002
perfornung or fuznishing services under tkis Agreement.
4.3. Arrange for access ta and mal�e all provisions far ENGINEER to enter upon pubiic and private property as
required far �NGINEER to perform seivices under this Agreemez�t,
4.4. Examine aIl a�temate solutions, studies, r€ports, slcetches, Drawings, 5p�ciiicanons, proposals and other
documents presented by �NGINEER (inclt�ding obtaining advice af an attarney, insurance counsetor and othex
consultants as O WNEA deems appropriate with respect ta such examinatian) and render in writing decisions
pertairiing thereto.
4.5. Deleted
4,6. Give prompt writYen notice ta �NGINEER whenever OWNER observes or otherwise becomes aware of any
developmern that affects the scope or turre of performanee or furuishing af ENGINE�R's services, or any defect
nr nonconfarmance in ENCINEER's servic�s.
4.7. Fuznish, or du'ect ENGINEER to pravide Additional Services as stipulated in Sectxon 3 crf this Agreement.
SECTI011T 5-TIMES FOR REND�RING SERVICES
5.1. IF in tY�is Agreement specific periods of ti�ne for rend�ring services are set forth or specific dates by wi�ich
services are ta he completed aze pro�vided and if such periads of time or dates are changed throu�h no fault of
ENGINEER, the rates and amounts of compensation provided for herein shall be sub3ect to equitable
adj�stment. If OWNER has requested changes in the scope, extent or character of the Project, the time of
performance of ENGINEER's services sfsall be adjusted eqttitably.
S�CTIDN 6�- �AYMENTS TO ENGINEER FOR SERVICES AND
REI�BURSABLE EXPENSES
6.1. Methods af Payment fnr Services and Expenses of Engineer
6.1.1. For Basic Ser-vices,
OWNER shall pay ENGINEER for Basic Services per%rmed or fiunished u�nder Section 2 on. the basis set forth
ui E�tibit A.
6. i.2. For Special Se�vzces
OWNER shall pay ENGINE�R for Special Ser�ices perforrr�ed or �nished under 5ection 3 on the basis set
forth in Exhibit A.
6.13. Foi• Reimbursable �xpenses,
In addition to payments provided for in paragraphs 6.1.1 and 6,1.2, 04VNER shall pay ENGINEER for
Reimbursable Expenses incurred by E1rfGINEER and ENGINEER's Subcantractors as set forth in Exhibit A.
The amount payable f�r Raimbursable Expenses will include a factor to the extent so indicated in Exhibit A.
6.1,4. Tax on Se�vices
Ti�e amount of any excise, VAT or gross receip#s tax that may be irnposed shall be adcEed, if applicable, to the
compensatioi� as d�termined above.
6.2. Other provisions Concerning Payments
6.2.1, Pr-eparatiot� of Invoices
Tnvoices for Basic and Special Services and Reimbursabie Expenses will be prepared in accordance with
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ENGINEER's standard invoicing practices and will6e submitted to OWNER hy �NGINEER at least monthly.
The amount billed for Sasic Services and Spacial Services in each in�oice will be calculated on the basis set
forth in E�chibit A. Tnvoices are due and payable on receipt.
6.2.2. Unpaad Invoices,
If OWNER, for any reasan, including, but not limited to, xlae failure of its systems to be Year 20D0 Campliant,
fails tv make pa�tnent dus ENGINEER for serviees and expenses within forth five (45) days after receipt af
ENGINEER's invoice therefoz, khe amounts due ENGINEER will be increased atthe ra#e of 1.0% per month (oz
the maxirnum rate of intezest pernutted by faw, if less) from said fotty fifth day (45�); and, in addi#ion,
�NGINEER may, after giving seven days' written nntice ta OWNER, suspend Services under this Agreeme�t
until ENGIIVEER has been paid in full all amo�ints du� for services, expensas and charges. Payments will be
credited first ta interest and then to principal. In the e�ent af a disputed ar contested billing, only that partion so
contested may be witi�i�eld from payment, and the undisputed portion will be paid.
OWNER agrees to pay ENGINEER alI costs of collection including but not liznited to reasonable attarneys'
fees, colIection fees and court costs incurred hy ENGINEER tv collect properly due payments.
SECTION i - GENERAL CONSIDERATIONS
7.1. Termination.
The p6ligation to pravide further services undez tlus Agreement may be terminated by either party upon thitty days'
written notice in tine event of substantial failure by the o�her party ta perform in accordance �vith the terms thereof
through no fault of the ternunating party. In the event of any terrr�ination, ENGINEER will be paid far all services ren-
dered to the date nf termination.
7.2. Reuse of DocurnenEs.
AI1 docu�nents or material prepazed or furnished by the BNGINEER (and ENGINEER's professional associaies,
subcantractors and consultants) pursuant to this Agreement shall be the pr�perty of OWNER. Any reuse ofdocu�nents or
materials without written verifcaYion or adaptation by ENGINEER for tiie specific purpase intended will be at Owuer's
sole risk and without liability or legal exposure to ENGINE�R {or ENGINEER's pmfessional associates, subcontrackors
and consultants). Any such verification or adaptation vvill entitle ENGINEER to further compensation at rates to be
agreed upon by ENGINEER and Owner. Notwithstanding ar�y other provision of this Agreement, ail of ENGINEER's
pre-existing or proprietary informakian, documents, materials, camp�ter programs, or software developed hy ENGTNEER
outside of tlus Agzeem�nt shall remain the exclusive property aiBNG1NEER.
7.3. Controlling Law.
This Agreement is to be governed by the laws of the State of'Texas, and any litigation shall be brought in a court located
in the State of Texas.
'�.4. Successars and Assigns.
7.4.1. OW NER and ENGINEER each is hereby bound and the pariners, successors, executozs, aci��iiiistrators
and legal representatives of OWNER and ENGINEER (aod to the extent permitted byparagrapt► 7.4.2
the assigns aiOWNER and �NGINEEA} are hereby bound to the othez party to this Agreement and to
tlie }�arh�ers, successors, executors, aclt�inislralors and legal repz�sentatives (and said assigns) of such
other party, ir� respect of all cavenanis, agzeements and obligations of this Agreement.
7.4.2. Neither OWN�R nor ENGINEER may assign, sublet oz transfer any rights under or u�terest
{including, but without limitation, moneys that �may becoma due or moneys that are due} in this
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specificallp stated to tke contrary in any written consent ta an assignment, no assignment will zelease
ar discharge the assignoz from any duty or rasponsibility under this Agreement.
7.43. Unless e�pressly provided other�nise in this Agree}nent:
7.4.3.1. Not�ing in this Agreement shall be construed to create, impose oz gzve zi,se to any duty
awed by ENGINE�R tv an.y Cnn�xactor, Subcontractox, Supplier, otherperson or entity, or
to any surety for or employee of any of thezu, or give any rights in or benefits under thts
Agreement to anyone other than OWNER and ENGINEER.
7.4.3.2. AlI duties and responsibilities under�aken pursuan# to this Agz�ement will be for the sole
and exclusive benefit of OWNER and ENGINEER and not for rhe benefii of any other
P�3'•
'�.5. . Notices.
Any nol:ice requi2ed under thzs Ag�reenr�ent wi11 be in writsng, address�d to fiie appropriate party at the address which
appears on the szg�ature page to this Agreement (as modzf�ed in writing from ti.m.e to time by such party) and given
personally, by registered or certified mail, retuzn z�cezpt requestad, by facsi.�aile, or hy a nationally recop�ized ovexnight
courier seroice. All notices shall be ef£ective upon the date of recei.pt.
i.6 Severabi�lity.
Any provision or part of the Agxee�n�nt hald to be void or unenfozceable under any Iaw or regulatian shall be deemed
stricken, and alI remaiz�i.ng pzovisions shall cantsnue to be vaIid and binding upon OWNER and ENGINE�R, who agree
that the Agreement shall be reformed to replace such stzicken provision or part tl�.ezeof with a valid and enforceable
pravision that comes as close as possible ta expressing the intenrian of the stricken provisian.
7.7. Inst�rance
ENGINEER shall grocure and rnaintain insurance foz pzotection from elaims under workers' compensation acts, cia.ims
fox dan�ages because of bodily injuzy including personal injury, sickn�ss or disease or death of any and all employees or
af any person other thax� such employees, and from claims or dama�es because of injury to or dest�uction of properiy
includi�g loss of use zesul#ing therefrom. The ENGINEER s�all b� named as additional insured on tl�e genera3liability
and automobile IiabiIity msurance policies.
'�.8. Discovery
BNGINEER shall be entitled ta cox�ensation on a�ime and materials basis when responding to all zequests for
discoveries relating to t}�s Proj ect and to the exient that ENGINEER i.s not a party to the lawsuit.
SECTION 8- EXHIBTT'S AND SPECIAL PROVISI�NS
8.1.. This Agreement is subj ect to �e provisions of the follo�viug Exhibits which are atiached to and rnade a part of
the Agreement:
8.1.1. Exhibit A, "Further Descziption of Gonsulting and Related Matters," consisting of 2�ages
$.1.2. Exhibit B, °Further Description of Rights tv Audit and M/WBE Participaiion", consisting of 2 pages
cprtic�s s�;�ESroa�azooa
5
This Agreement (consisting ofPages 1 to 7 inclusive, and the exhibits identif"�ed above) canstitute the entire agreement
between OW1V ER and ENGiN�ER and suparsede all prior written or oral understandings. This Agreement may only be
amended, supplemented, rnadiiied or canceled by a duly executed written. instrumeQt.
caMrGis s�����s�oa3ozanz
ATTEST:
.�
r
r
J � y.,�,� � �-.�,
Glbria Pearson �
City Secretary
-_ �'- l90 �� _
Gonk.r�c� Aut�ioriza�ion
_ _�S �7�� �-- .__
Date
APPROVED AS TO FORM
AND LEGALITY
��
Assistant City Aitorney
CPM/GIS Servicas/D43Q2042
7
CITY OF FORT WORTH
� �.
gy• . � � � �::ar- �
Bri��tte �a�rett y Y `
,�ssistant City Manager
APPR�V �
�
�y:
Dale Fisseler, P.E.
Director, Waier Department
Camp Dresser & McKee, Inc.
�N�
BY:
Ricl
Vice President
EXHIBTT A TO AGREElVIENT
BETWEEN
OWNER AND ENGIIVEER
FOR
PROFESSIONAL �ERVICE�
�'URTHER DESCRIPTION U� ENGINEERING SERVICES �ND RELATED MATTERS
This is an exhibit atkached ta a�d made a part of the Agreement dated May 7, 20D2 betw�en Fort W�rth
Water Department (O�+VNER} and Camn Dresser & McKee Inc. {ENGINEER) for study and report
professional services.
The Scope of Basze 5ervices as described in said Agreement are aamended and supplemented herein. to
include servjices speciiic ta a Wholesale Water Rate Study.
ENGINEER vvill pro�ride prafessional engineezing services for a Wholesale Water Rate Study.
1. BASIC SERVICES
The Basic Services of ENGINEER as described iw 5ection 2 afsaid Agree�ent are am�nd�d and
supplemented as follows:
A. Wholesaie Water Cost-of-Service a�d Rate Study
ENGINEER will perform an updating of OWNER's current wholesale water rates to
reflect current cost and demand in�orrnation. The study will include the following items:
Tas�C l: Project Kick-off/Overview Meeting - ENGINEER will conduct a kick-off
meet�g including introduction of key prnject staff, a discussion of signifzcant project
issues, and a review af the project schedule and de�i�erables.
o Task 2: Use and Maintenance af Existing Rate Mode1- ENGINEER will update
OWNER's rate model as each of the proceeding tasks are being prepared and khe data
anaIyzed. The rate madel wi�l be worked o� in three segments in order ta provide th�
study in iimely fashion: Revenue Requirement, Allocakion of Cost of Service, and
Rate Design.
Task 3: Develop Revenue Requirement - Using available ravenue and expenditure
recards, current and propos�d operating and capital budgets, asset tracking system,
depreciation schedules, and estimated cosYs for working capital, EGIIVEER will
}�roject tatal revenues and expe�zditures for the tes� year period. Th� projected
axpenses will take into account the methodalagies mandatetl in the Uniform Water
Contract. ENGZNEER will conduct Workshop Na. 2- Revenue Requirements.
Task 4: Cost-of-Service Allacations - Operatizag and capital costs will be allocated to
functional categories as follows: water supply, water putnping, wat�r treatment,
transmission, and customer sezvicel metering. These allacated cosis will then be
distributed based upon usage characteristics; base, max day, max hour,
billinglrnetering. The resulting costs vvill be compared to the curre�t revenue
generated by wholesale customers. At the conclusion of this task ENGINEER wi11
Page 1 af 2 111081D0
host Warkshop No. 3- Cost Allocation.
� Task 5: Rate Design - ENGINE�R wi11 design the rate structure to be consistent wirh
the existing uniform vvholesale contrac#s. At the con.clusion of fhis task ENGINEER
will present the recomltiended rates azid display the z�npact these rates will have on
whvlesale customers.
ENGINEER vvill pr�vide 4WNElt a dra� wholesale rate stuc�y, 50 capies of the final
feasibility study, and vne electranic copy on CD.
2. OWNER RESPON5IEILITIE�
The responsibilities of OV�T�R as described in S�ction 4 afsaid Agreez�nent are amended
and supplemented as fallows:
OWNER will be res�onsible fo�- providing ENGINEER with detailed water sYatistical and
fu�ancial information. In addition, OWNER will pravide al� necessary iriformation
regarding projected wa�er use, funding and cost needs for po�ential pxa forma adjustments
for cvrz�pleting ihe study.
3. SCHEDULE
The time periods for ik�e perfarmance of �NGINEER's services as set fortla in Section 5 of said
Agreement are amend�d and supp�emented as �'ollows:
The OWNER and ENGINEER recognize the need to complete this project in a timely �nnanner.
ENGINEER shall in.itiate study immediately upon the executian af this Agreement and upon
issuance l�y OWNER of Notice ta Proceed. Excluding any unforeseen circumstances or for
reasons beyand reasonable control, ENGINEER will connplete tl�e agreed scope of work withir�
three (3} months.
4. C�MPENSAT�ON
The method of paynnent far �NGINEER's se:rvices shalt 6e set farth 6elow:
A. Task I- Design Services
1.1 For the scope, described in tt�is Agreement, the �WNER agrees ta pay fl�e
ENGIN.EER a Lttmp Sum fec of Ninetv-six Thousand dollars (�96,000). Partial
progress payments shall be made to ENGINEER on a monthJ.y basis in the amount
of Twentv-four Thousand dallars {$24,000) per manth for four manths. A final
payment of Twentv-four Thousand doilazs ($24,000) shall be paid within thirty
(30) days of dalivery of iinal c�ocument.
END OF EXHiBIT A
Pa�� 2 4� z i iros�oa
EXHIBIT B TO AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR
PROFESSIONAL SERVICES
�'URTHER DESCRIPTION OF RIGHT TO AUDIT AND M/Vti1BE PARTICIPATION
Tl�is is an exhibit attached ta and made a part of the Agreernent dated May 7, 2UO2 between Fort
Worth Water Deparkment (OVLTNER) and Camp Dresser & McKee Inc. (ENGINEER) for study and
report pro�essional services.
The Agreement is amended and supplement�d herein to include the following:
1. Ri�ht to Audit
A. ENGINEER agrees that �he OW'1VER sball, until the expiration of three (�} years
after final payment under this cantract, have access to and the right to exartnine and
photocopy any direetly pertinent hoo�s, documents, papers and records of the
ENGINEER involving transactions relating to this eontract. ENGINEER agrees that
the O�V'NER shall have access dux-ing normal wor�ing hours to alI necessary
ENGTNEER facilities and shall be provided ad�quate and apprapriate workspa�e in
order io conduct audits in compliance with the provisions of this section. The
QWNER shall gi.ve ENGINEER reasonable advance notice of intended audits.
B. ENGINEER further agrees to include in all its subconsultant agreements �ier�under a
provision to the effect that ihe subconsultant agrees that the OWNER shali, until th�
expiration of three (3) years after t'inal payment under the subcantraci, have access
to and th� right to examine and phatocopy any direcily pertinent books, documenfs,
papers and records of such subconsultaxat, involving trazxsactians to the subcontract,
and fiurther, that ihe 4WNER sha11 have acces,� during normal vvorking houx�s to all
subconsultant facilities, and shall be provided adequate and appropriate work space,
in order to conduct audits in campliance with the provisions of this articie together
with subsection (3)hereof. OWNER shall give subconsultant reasonal�le advance
notice of intend�d audits.
C. ENGINEER and subconsultant agree to photacopy such documents as may be
requested by the OWNER. The QWNER agrees to reirnburse ENGINEER for the
cost of copzes ai the rate published in the Texas Administrative Code in ef%ct as of
the time copying is performed.
Page 1 of 2 �/28/��
�"ity of'Fort T�orth, 7`exas
���� ��d �����;� ��rr�m�����r����
❑ATE
517142
SUBJECT
I����RENCE NUMBER LOG NAM�
**c�"� 9076
EXECUTE A CONTRACT WITH CAMP DRESSER & MCKEE, INC. TO CONDUCT A
WHOLESALE WATER RATE STUDY
BOCAMP
PAG E
1 of 2
RECOMMENDATION:
It is recommended that the City Cfluncil authorize the City Manager to execute a contracf with Camp
Dresser & McKee, Inc. in an amount not to exceed $9G,000 to conduct a study for w�olesale water rates.
n��.���-���.�►�
The uniform wholesale water contracts presently in effect betwe�n the City and whol�sale customers
require annuai rate revisions with an �xt�nsi�e cost of service study to be performed by a consultant
every three years.
By cantract, the wholesale c�stomers provide the City with the names of qualified firms and the City
selects a firm. Through an evafuation process, which included invol�ernent of representatives from the
wholesale customers, it was recammen�ed that Camp Dresser & McKee, Inc. be retained to perform
the cost of service study for the �Y2002-20fl3 wholesale water rates.
Camp Dress�r & McKee, Inc. has significant background in rate development and is capable of ineeting
fime schedules estabEished in the wholesale co�tracts. Under the propased study, Camp Dresser &
McKee, Inc. will:
� Review and analyze "test year" data;
o Establish revenue requirement;
� Allocate costs of service ta customer classes;
� Design wafer rates;
� Conduct periodic status me�tings with the Wholesale Water Advisory Committee and City staff; and
o Update the rate model and user manual.
M/WBE - Camp �Dresser & McKee, Inc. is in compliance with the City's MIWBE �rdinance by
cammitting to 29% MIWBE participation. The City's gaal on this proj�ct is 1 a%.
2. Minority and Woman Business Enterprise (MIWBE) Part�cipafion
In accord with City of Fort �Vorth Ordinance No. I 3471, as amended by 13781, the
OWNER has goais far the participation of minority business enterprises and woman
business enterprises in OWN�R contracts. Engineer acknowledges the M/WBE gaal
established for this contract and its eommitment to meet that goal. Any misrepresentatian of
facts (other fihan a negligent misrepresentation) and/or the commission of fraud by the
Engi�eer may result in the termination of this agreement and d�barment from participating
in OWNER con�racts for a period of time of not less than three (3} years.
END OF EXHIBIT B
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