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HomeMy WebLinkAboutD & D Services Inc; 2006-03-02;RATIFICATION OF AMENDMENT NO. 2 TO EXTEND THE AGREEMENT FOR DEAD ANIMAL REMOVAL SERVICES (D&D SERVICES, INC.) This Ratification of Amendment No. 2 is entered into 2008, but effective March 2. 2008. extending the underlying initial agreement between the Parties dated March 2, 2006 (the "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and D&D Services, Inc., ("Contractor") (collectively, the "Parties"). RECITALS A. On April 30, 2007, the Parties executed Amendment No. 1 to the Agreement to extend the agreement for dead animal removal services. B. The Agreement, as amended from time to time expired on March 2, 2008, and Contractor continued to work on the services specified therein without the benefit of an amendment. C. The Parties desire to ratify the amendment extending the term of the Agreement, and any amendments thereto, for a period of one year, ending on March 2, 2009. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. Amendment No. 2 to the Agreement is hereby retroactively approved and the Agreement is hereby extended for a period of one year, ending on March 2, 2009. 2. With this Amendment, the total annual Agreement amount shall not exceed FIFTEEN THOUSAND DOLLARS ($15,000). All other provisions of the Agreement, as may have been amended from time to time, will remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, will include coverage for this Amendment. City Attorney Approved Version #04.11.01 4. The individuals executing this Amendment and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Amendment. CONTRACTOR: D&D SERVICES, INC. (print name/title) CITY OF CARLSBAD, a municipal corporation of the State of California By: GLENN T. PRUIM Public Works Director ATTEST: (e-mail address) A? (print (e-mail address) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation, Agreement must be signed by one corporate officer from each of the following two groups. "Group A. Chairman, President, or Vice-President **Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney Deputy City Attor City Attorney Approved Version #04.11.01 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of On. Date before me, personally appeared y (/Jt/lla ry\ Here Insert Name and Title of the Officer CdicL "fi Name(s) of Signer(s) CHRISTINE BLAKE COMM. #1565810 en NOTARY PUBLIC CALIFORNIA 3 LOS ANGELES COUNTY f. MyComm. Expires Mar. 31,2009 j who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) 46/are subscribed to the within instrument and acknowledged to me that be/ebe/they executed the same in his/her/their authorized capacity(ies), and that by his&er/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Place Notary Seal Above WITNESS my hand and official seal. Signature OPTIONAL - Signature of Notary Public Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document l\*-f ' f\Title or Type of Document: Document Date: _ / f Number of Pages: Signer(s) Other Than Named Above: Capacity(ies) Claimed by Signer(s) Signer's Name:. D Individual 3f Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: P.Cn RIGHT THUMBPRINT OF SIGNER Top of thumb here Signer Is Representing: /)/'/) Signer's Name:. D Individual ^-Corporate Officer — Title(s): D Partner — D Limited D General D Attorney in Fact D Trustee D Guardian or Conservator D Other: Signer Is Representing: RIGHT THUMBPRINT OF SIGNER Top of thumb here ©2007 National Notary Association• 9360 De Soto Ave., P.O. Box 2402 • Chatsworth, CA 91313-2402 • www.NationalNotary.org Item #5907 Reorder: Call Toll-Free 1 -800-876-6827 AMENDMENT NO. 1 TO EXTEND THE AGREEMENT FOR DEAD ANIMAL REMOVAL SERVICES (D&D SERVICES, INC.) This Amendment No. 1 is entered into and effective as of the \30 ~" day of , 200_2_, extending the agreement dated March 2, 2006 (the_ __ "Agreement") by and between the City of Carlsbad, a municipal corporation, ("City"), and D&D SERVICES, INC., ("Contractor") (collectively, the "Parties"). RECITALS A. The Parties desire to extend the Agreement for a period of one year. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of one year ending on March 2, 2008. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. City Attorney Approved Version #05.22.01 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTI *By: (print name/title) (e-mail address) (sign (print name/title) (e'-mail address) CITY OF CARLSBAD, a municipal corporation of the State of California By:r^ '(y^-^ City Manager or Mayor ATTEST: <£Jl y"CsL—^ LORRAINE/M. WOOD Q Citv Clerk U If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a Corporation. Agreement must be signed by one corporate officer from each of the following two groups. *Group A. Chairman, President, or Vice-President *Group B. Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officers) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney -J2ADepu City Attorney Approved Version #05.22.01 AGREEMENT FOR DEAD ANIMAL REMOVAL SERVICES (D&D SERVICES, INC.) THIS AGREEMENT is made and entered into as of the day of ___ _Z2^^s£_- ____ , 20^_, by and between the CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1911, and a Subsidiary District of the City of Carlsbad, referred to as ("CMWD"), and D&D SERVICES, INC., ("Contractor"). RECITALS A. CMWD requires the professional services of a contractor that is experienced in the safe and sanitary pick-up, removal, and disposal of dead animals. B. Contractor has the necessary experience in providing professional services and advice related to these professional services. C. Selection of Contractor is expected to achieve the desired results in an expedited fashion. D. Contractor has submitted a proposal to CMWD and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, CMWD and Contractor agree as follows: 1. SCOPE OF WORK CMWD retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing > the x Services, , Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession practicing in the Metropolitan Southern California Area, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for a period of one (1) year from the date first above written,o*T,he,P,ubliQ Works Director may amend the Agreement to extend it for two (2) additional one-year periods or parts thereof in an amount not to exceed fifteen thousand dollars ($15,000) per Agreement year, plus any applicable CPI adjustments and/or increases in the volume of work that is required. Extensions will be based upon a satisfactory review of Contractor's performance, CMWD needs, and appropriation of funds by the CMWD Board of ••-< - • **?*h*9s*••**:"'~ •*•* ¥*• " General Counsel Approved Version #04/02/02 Directors. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for each and every provision of this Agreement. 5. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term will be fifteen thousand dollars ($15,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. CMWD reserves the right to withhold a ten percent (10%) retention until CMWD has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "A". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of CMWD. Contractor will be under control of CMWD only as to the result to be accomplished, but will consult with CMWD as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of CMWD for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation-to which Contractor is entitled. CMWD will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. CMWD will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify CMWD and the City of Carlsbad within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which CMWD may be required to make on behalf of Contractor or any agent-employee, or subcontractor of Contractor for work done under this Agreement. At CMWD's election, CMWD may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of CMWD. If Contractor subcontracts any of the Services, Contractor will be fully responsible to CMWD for the acts and omissions of Contractor's subcontractor and qf^tjig.pqrspns^either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and CMWD. General Counsel Approved Version #04/02/02 Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by CMWD. 8. OTHER CONTRACTORS CMWD reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused in whole or in part by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self- administered workers' compensation is included as a loss, expense or cost for the purposes of this^section, and that this section will survive the expiration or early termination of this Agreement. - 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized^ do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:V". 10.1 Coverages and Limits. Contractor will maintain the types of coverages and minimum limits indicated below, unless the General Counsel or Executive Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. CMWD, its officers, agents .gnct^ijiplpy^es make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. 10.1.1 Commercial General Liability Insurance. $1,000,000 combined single-limit perpppu^r^g|9/;/boxdjjy,ipjury,;personal injury and property damage. "*»; - • General Counsel Approved Version #04/02/02 If the submitted policies contain aggregate limits, general aggregate limits will apply separately to the work under this Agreement or the general aggregate will be twice the required per occurrence limit. 10.1.2 Automobile Liability (if the use of an automobile is involved for Contractor's work for CMWD). $1 ,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code and Employer's Liability limits of $1,000,000 per accident for bodily injury. Workers' Compensation and Employer's Liability insurance will not be required if Contractor has no employees and provides, to CMWD's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2. Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 ^ftSnCJflj/yp^nd the City of Carlsbad will be named as an additional insured on General Liability. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to, CMyVQ, §ent by certified mail pursuant to the Notice provisions of this Agreement, 10.3 Providing Certificates of Insurance and Endorsements. Prior to CMWD's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to CMWD. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then CMWD will have the option to declare Contractor in breach, or may purcha^'irepJacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by CMWD to obtain or maintain insurance and CMWD may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. General Counsel Approved Version #04/02/02 10.4 Submission of Insurance Policies. CMWD reserves the right to require, at anytime, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. CONFLICT OF INTEREST CMWD will evaluate Contractor's duties pursuant to this Agreement to determine whether disclosure under the Political Reform Act and CMWD's Conflict of Interest Code is required of Contractor or any of Contractor's employees, agents, or subcontractors. Should it be determined that disclosure is required, Contractor or Contractor's affected employees, agents, or subcontractors will complete and file with the Secretary of the Board those schedules specified by CMWD and contained in the Statement of Economic Interests Form 700. Contractor, for Contractor and on behalf of Contractor's agents, employees, subcontractors and consultants warrants that by execution of this Agreement, that they have no interest, present or contemplated, in the projects affected by this Agreement. Contractor further warrants that neither Contractor, nor Contractor's agents, employees, subcontractors and consultants have any ancillary real property, business interests or income that will be affected by this Agreement or, alternatively, that Contractor will file with the CMWD an affidavit disclosing this interest. 13. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act, of ;1986^n»0!.jW,i||;GO,TOply.|With those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that the services required by this Agreement. 14. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, CMWD may terminate this Agreement for nonperformance by notifying Contractor by certified mail of the termination. If CMWD decides to abandon or indefinitely postppn^l^g^woTjktq^^eryices contemplated by this Agreement, CMWD may terminate this Agreement upon written notice to Contractor. Upon General Counsel Approved Version #04/02/02 notification of termination, Contractor has five (5) business days to deliver any documents owned by CMWD and all work in progress to CMWD address contained in this Agreement. CMWD will make a determination of fact based upon the work product delivered to CMWD and of the percentage of work that Contractor has performed which is usable and of worth to CMWD in having the Agreement completed. Based upon that finding CMWD will determine the final payment of the Agreement. Either party upon tendering thirty (30) days written notice to the other party may terminate this Agreement. In this event and upon request of CMWD, Contractor will assemble the work product and put it in order for proper filing and closing and deliver it to CMWD. Contractor will be paid for work performed to the termination date; however, the total will not exceed the lump sum fee payable under this Agreement. CMWD will make the final determination as to the portions of tasks completed and the compensation to be made. 15. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any agreement claim submitted to CMWD must be asserted as part of the agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to CMWD, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq.. the False ,£lajn}sdAct, applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If CMWD seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges- debarment by another jurisdiction is grounds for CMWD to terminate this Agreement. 16. JURISDICTIONS AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to 17. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon CMWD and Contractor and their respective successors. Neither this Agreement or any part of it nor any monies due or to become due under it may be assigned General Counsel Approved Version #04/02/02 by Contractor without the prior consent of CMWD, which shall not be unreasonably withheld. 18. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. General Counsel Approved Version #04/02/02 7 19. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR *B: CARLSBAD MUNICIPAL WATER DISTRICT, a Public Agency organized under the Municipal Water Act of 1 911 , and a Subsidiary District of the City of Carlsbad GLENN T. P~RUIM Public Works Director (e-mail address),Secretary If required by CMWD, proper notarial acknowledgment of execution by contractor be attached. If a Corporation. Agreement must be signed by one corporate each of the following two groups. *GroupA. Chairman, President, or Vice-President **GroupB. Secretary, Assistant Secretary, CFO or Assistant Treasurer = *ii Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, General Counsel eputy General\Counsel 8 General Counsel Approved Version #04/02/02 EXHIBIT "A" SCOPE OF SERVICES Contractor shall furnish all labor, materials and equipment necessary for, or incidental to, providing dead animal reporting, pick-up, removal and disposal services on public streets, property and right-of-ways within the City of Carlsbad. The following minimum service shall be provided: A. CALLS FOR SERVICE DISPATCHING AND RECORD KEEPING. 1. Contractor shall maintain and provide a 24-hour, seven (7) day per week toll-free telephone number to accept calls from the District and general public for pick-up and removal of dead animals. 2. Contractor will provide to the District a 24-hour, seven day per week emergency telephone number listing supervising staff who may be called upon to expedite removal of dead animals. 3. Contractor shall dispatch dead animal pick-up requests on a seven- day per week basis, including holidays. 4. Contractor shall maintain a log of each call received which at a minimum must contain the date, time, location, type of pick-up, animal license number (If applicable), reporting party and telephone contact number of reporting party as well as the Contractor's dispatching and pick-up activity related to the call for service. The Contractor shall submit these logs and reports to the District on a monthly basis. 5. In cases where the dead animal was licensed, the Contractor will return the tag to the nearest San Diego County Department of Animal Control shelter within 48 hours of retrieval. 6. Contractorjihall Yiotifv^reporting party when pick-up has occurred. B. PICK-UP SERVICE 1. Contractor shall pick up and remove all dead animals from public streets, parks, beaches, right-of-way and other public property within the City of Carlsbad. Animals shall include, but not be limited to all animals, whether wild or tame, including but not limited to (a) all land mammals, (b) all reptiles, (c) all aquatic animals less than 300 pounds in weight and (d) all birds and fowl. 2. Except as otherwise required herein, Contractor will not be required to General Counsel Approved Version #04/02/02 10 remove dead animals from property belonging to or controlled by the California Department of Transportation, North County Transit District or private property. 3. Contractor shall remove dead animals that constitute a road hazard in the opinion of the District immediately upon notification by the District. The standard "immediately" shall mean removal within a four- hour period from notification of pick-up request from District. 4. Contractor shall remove dead animals that do not constitute a road hazard within 24 hours of notification to Contractor by District. 5. Contractor shall make available to members of the general public removal of dead animals from private property located within the City of Carlsbad city limits at a cost to the private property owner in accordance with the following fee schedule: Up to 50 Ibs. - $35.00 51 Ibs. to 100 Ibs. - $50.00 101 Ibs. to 150 Ibs.- $65.00 Over 150 Ibs.- $125.00 C. REMOVAL, TRANSPORTATION AND STORAGE 1. Contractor shall maintain, at Contractor's own cost, sufficient personnel, vehicles and equipment to provide dead animal pick-up, removal and disposal service to the District. 2. Vehicles used by Contractor to transport dead animals shall be equipped with a watertight body or watertight tank within which dead animals may he transported or conveyed. Any dead animal therein shall be covered with container lid, tarpaulin or other cover appropriate coverage to prevent, discharge, spillage, excessive odor or sighting of carcass from transporting vehicle. 3. Transporting vehicles shall be cleaned and disinfected on a regular basis. 4. Contractor, shaN provide interim storage of dead animals in 'J. federal^ state, and local laws and health and sanitation practices. D. DISPOSAL 1. Contractor shall dispose of all dead animals in conformity with applicable Federal, State, and Local laws. General Counsel Approved Version #04/02/02 11 2. Disposal of dead animals retrieved by the Contractor is the total responsibility of the Contractor. E. COMPENSATION 1. Contractor agrees to provide the above described services according to the following cost schedule: a. Flat monthly fee of one thousand two hundred fifty dollars ($1,250.00) for pickup and disposal of dead animals weighing up to 300 Ibs. from City of Carlsbad roads and properties. b. Pickup and disposal of dead animals weighing in excess of 300 Ibs., but less than 800 Ibs., from City of Carlsbad roads and properties at a cost of one hundred twenty-five dollars ($125.00) per pick-up. c. Pick-up and disposal of dead animals weighing in excess of 800 Ibs. from City of Carlsbad roads and properties shall be quoted on a case-by-case basis. HUn^crfst'-ot'oni.- General Counsel Approved Version #04/02/02 12