HomeMy WebLinkAbout09-18-2006 ITEM V-C-1.CFTvnfi
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AGENDA BILL APPROVAL FORM
WASHINGTON
Agenda Subject:
Date:
Cable Franchise Adminis ration Consultant Agreement
September 06, 2006
Department: Attachments: Agreement for
Budget Impact:
Information Services Professional Services AG -C-275 and
Attachment including: Exhibits "A" "B"
and "C
Administrative Recommendation:
City Council authorize execution of Agreement for Professional Consulting Services No. AG -C-275 (2006)
between the City of Auburn and Bradley Guzzetta, LLC.
Background Summary:
Agreement for Professional Consulting Services No. AG -C-275 is a contract between the City of Auburn
and Bradley Guzzetta, LLC to provide Cable Franchise Administration services.
T0918-1
A3.16.12, 04.1.4
Reviewed by Council & Committees:
Reviewed by Departments & Divisions:
❑ Arts Commission COUNCIL COMMITTEES:
❑ Building ❑ M&O
❑ Airport ❑ Finance
❑ Cemetery ❑ Mayor
❑ Hearing Examiner ® Municipal Serv.
❑ Finance ❑ Parks
❑ Human Services ❑ Planning & CD
❑ Fire ❑ Planning
❑ Park Board F-1 Public Works
❑ Legal ❑ Police
❑ Planning Comm. 0 Other
❑ Public Works ❑ Human Resources
❑ Information Services
Action:
Committee Approval: ❑Yes ❑No
Council Approval: ❑Yes ❑No Call for Public Hearing
Referred to Until
_
Tabled Until
Councilmember: Cerino Staff: Rem her
Meeting Date: September 18, 2006 Item Number: V.C.1
AUBURN* MORE THAN YOU IMAGINED
2006 AGREEMENT FOR PROFESSIONAL SERVICES
AG -C-275
THIS AGREEMENT made and entered into by and between the CITY OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafter referred to
as "CITY" and BRADLEY & GUZZETTA, LLC, a Minnesota Limited Liability Company,
authorized to do business in the State of Washington, whose address is 950 Piper
Jaffray Plaza, 444 Cedar Street, St. Paul, MN 55101, hereinafter referred to as
"CONSULTANT."
In consideration of the covenants and conditions of this Agreement, the parties
hereby agree as follows:
1. SCOPE OF WORK.
See Exhibit A, which is attached hereto and by this reference made a part of this
Agreement.
2. TERM.
The CONSULTANT shall not begin any work under this Agreement until
authorized in writing by the CITY. This Agreement shall have an initial term of two
years following the execution of this Agreement and shall automatically renew for one
year periods on each anniversary date unless notice is given by either party 910 days
prior to the anniversary date of a Notice of Non -Renewal, or terminated in accordance
with section 12 of this Agreement.
3. COMPENSATION.
The CITY agrees to pay the CONSULTANT in accordance with the fee schedule
outlined in Exhibit B for work performed under this Agreement. Exhibit B is attached
hereto and by this reference made a part of this Agreement. The compensation to be
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paid to the CONSULTANT shall not exceed $30,000.00 per year for the years 2006-
2007, unless increased by written agreement of the parties. Compensation to be paid
to the CONSULTANT for authorized work in succeeding years will be contingent upon
availability of funds. The CONSULTANT will not undertake any work or otherwise
financially obligate the CITY in excess of said not -to -exceed amount without a duly
executed Addendum issued by the CITY.
The CONSULTANT shall be paid by the CITY for direct non -salary cost, per
attached Exhibit C, at the actual cost to the CONSULTANT plus 10%. Exhibit C is
attached hereto and by this reference made a part of this Agreement. These charges
may include, but are not limited to the following items: outside reproduction fees,
courier fees, subconsultant fees, travel, and materials and supplies. The billing for non -
salary cost, directly identifiable with the project, shall be submitted as an itemized listing
of charges supported by copies of the original bills, invoices, expense accounts and
miscellaneous supporting data retained by the CONSULTANT. Copies of the original
supporting documents shall be supplied to the CITY upon request. All above charges
must be necessary for the services provided under the Agreement.
In the event services are required beyond those specified in the Scope of Work,
and not included in the compensation listed in this Agreement, a contract modification
shall be negotiated and approved by the CITY prior to any effort being expended on
such services.
4. SUBCONTRACTING.
The CITY permits subcontracts for those items of work necessary for the
completion of the project. The CONSULTANT shall not subcontract for the
performance of any work under this AGREEMENT without prior written permission of
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the CITY. No permission for subcontracting shall create, between the CITY and
subcontractor, any contractor or any other relationship.
Compensation for any subconsultant work is included in Section 3 of this
Agreement and all reimbursable direct labor, overhead, direct non -salary costs and
fixed fee costs for the subconsultant shall be substantiated in the same manner as
outlined in Section 3. All subcontracts exceeding $10,000 in cost shall contain all
applicable provisions of this AGREEMENT.
5. RESPONSIBILITY OF CONSULTANT.
The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion and the coordination of all studies, analysis, designs,
drawings, specifications, reports and other services performed by the CONSULTANT
under this Agreement. The CONSULTANT shall, without additional compensation,
correct or revise any errors, omissions or other deficiencies in its plans, designs,
drawings, specifications, reports and other services required. The CONSULTANT shall
perform its services to conform to generally -accepted professional franchise
administrative standards and the requirements of the CITY.
Any approval by the CITY under this Agreement shall not in any way relieve the
CONSULTANT of responsibility for the technical accuracy and adequacy of its services.
Except as otherwise provided herein, neither the CITY'S review, approval or
acceptance of, nor payment for, any of the services shall be construed to operate as a
waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement to the full extent of the law.
6. INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall defend, indemnify and hold the CITY, its officers,
officials, volunteers, and employees harmless from any and all claims, injuries,
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damages, losses, or suits, including attorney fees, arising out of or resulting from the
acts, errors or omissions of the CONSULTANT in performance of this Agreement.
7. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The parties agree and understand that the CONSULTANT is an independent
contractor and not the agent or employee of the CITY and that no liability shall attach to
the CITY by reason of entering into this Agreement except as otherwise provided
herein. The parties agree that this Agreement may not be assigned in whole or in part
without the written consent of the CITY.
8. INSURANCE.
CONSULTANT shall procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may arise
from or in connection with the performance of the work hereunder by the
CONSULTANT, its agents, representatives, or employees.
CONSULTANT'S maintenance of insurance as required by the Agreement shall
not be construed to limit the liability of the CONSULTANT to the coverage provided by
such insurance, or otherwise limit the City's recourse to any remedy available! at law or
in equity.
CONSULTANT shall obtain insurance of the types and in the amounts described
below:
a. Automobile Liability insurance covering all owned, non -owned, hired and
leased vehicles, with a minimum combined single limit for bodily injury and
property damage of $1,000,000 per accident. Coverage shall be written on
Insurance Services Office (ISO) form CA 00 01 or a substitute form providing
equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage.
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b. Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, and personal injury and advertising injury, with limits
no less than $1,000,000 each occurrence, $2,000,000 general aggregate.
The CITY shall be named as an insured under the CONSULTANT'S
Commercial General Liability insurance policy with respect to the work
performed for the CITY using the applicable ISO Additional Insured
endorsement or equivalent.
c. Worker's Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
d. Professional Liability insurance appropriate to the CONSULTANT'S
profession, with limits no less than $1,000,000 per claim and $1,000,000
policy aggregate limit.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability, Professional Liability, and Commercial General
Liability insurance:
a. The CONSULTANT'S insurance coverage shall be primary insurance as
respects the CITY. Any insurance, self insurance, or insurance pool
coverage maintained by the CITY shall be excess of the CONSULTANT'S
insurance and shall not contribute with it.
b. The CONSULTANT'S insurance shall be endorsed to state that coverage
shall not be cancelled by either party, except after thirty (30) days prior written
notice has been given to the CITY by certified mail, return receipt requested.
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All insurance shall be obtained from an insurance company authorized to do
business in the State of Washington. Insurance is to be placed with insurers with a
current A.M. Best rating of not less than A -:VII.
The CONSULTANT shall furnish the City with certificates of insurance and a
copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance coverage required by this
section, before commencement of the work. The CITY reserves the right to require that
complete, certified copies of all required insurance policies be submitted to the CITY at
any time. The CITY will pay no progress payments under Section 3 until the
CONSULTANT has fully complied with this section.
9. NONDISCRIMINATION.
The CONSULTANT may not discriminate regarding any services or activities to
which this Agreement may apply directly or through contractual, hiring, or other
arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or
where there is the presence of any sensory, mental or physical handicap.
10. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and all drawings, computer discs,
documents, records, books, specifications, reports, estimates, summaries and such
other information and materials as the CONSULTANT may have accumulated,
prepared or obtained as part of providing services under the terms of this Agreement by
the CONSULTANT, shall belong to and shall remain the property of the CITY OF
AUBURN. In addition, the CONSULTANT agrees to maintain all books and records
relating to its operation and concerning this Agreement for a period of six (6) years
following the date that this Agreement is expired or otherwise terminated. The
CONSULTANT further agrees that the CITY may inspect any and all documents held by
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the CONSULTANT and relating to this Agreement upon good cause at any reasonable
time within the six (6) year period. The CONSULTANT also agrees to provide to the
CITY, at the CITY'S request, the originals of all drawings, documents, and items
specified in this Section and information compiled in providing services to the CITY
under the terms of this Agreement.
11. CERTIFICATION REGARDING DEBARMENT, SUSPENSION,. AND
OTHER RESPONSIBILITY MATTERS -PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowledge and
belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of
or had a civil judgment rendered against them for commission or fraud or a
criminal offense in connection with obtaining, attempting to obtain, or
performing a public (federal, state, or local) transaction or contract under a
public transaction; violation of federal or state antitrust statues or commission
of embezzlement, theft, forgery, bribery, falsification or destruction of records,
making false statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
(d) Have not within a three-year period preceding this Agreement had one or
more public transactions (federal, state, or local) terminated for cause or
default.
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Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an explanation
to this Agreement.
12. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon ninety (90) days written
notice to the other party, either with or without cause. In the event of termination, the
CONSULTANT shall be paid by the CITY for services and costs performed to the date
of termination.
Upon receipt of a termination notice under the above paragraph, the
CONSULTANT shall (1) promptly discontinue all services affected as directed by the
written notice, and (2) deliver to the CITY all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as the CONSULTANT
may have accumulated, prepared or obtained in performing this Agreement, whether
completed or in process.
13. GENERAL PROVISIONS.
13.1. This Agreement shall be governed by the laws, regulations and ordinances
of the City of Auburn, the State of Washington, King County, and where applicable,
Federal laws.
13.2. All claims, disputes and other matters in question arising out of, or relating
to, this Agreement or the breach hereof, except with respect to claims which have been
waived, will be decided by a state court of competent jurisdiction in King County,
Washington. Pending final decision of a dispute hereunder, the CONSULTANT and the
CITY shall proceed diligently with the performance of the services and obligations
herein.
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13.3. In the event that any dispute or conflict arises between the parties while
this Agreement is in effect, the CONSULTANT agrees that, notwithstanding such
dispute or conflict, the CONSULTANT shall continue to make a good faith effort to
cooperate and continue work toward successful completion of assigned duties and
responsibilities.
13.4. The CITY and the CONSULTANT respectively bind themselves, their
partners, successors, assigns, and legal representatives to the other party to this
Agreement with respect to all covenants to this Agreement.
13.5. This Agreement represents the entire and integrated Agreement between
the CITY and the CONSULTANT and supersedes all prior negotiations, representations
or agreements either oral or written. This Agreement may be amended only by written
instrument signed by both the CITY and the CONSULTANT.
13.6. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance as of the date of this Agreement.
13.7. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
13.8. This Agreement shall be administered by Michael Bradley on behalf of the
CONSULTANT, and by the Mayor of the CITY, or designee, on behalf of the CITY. Any
written notices required by the terms of this Agreement shall be served on or mailed to
the following addresses:
City of Auburn
Attn: Lorrie Rempher
25 W Main Street
Auburn WA 98001
Phone: 253-288-3160
Fax: 253-876-1920
E-mail: Irempher(a-auburnwa.gov
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Bradley & Guzzetta, LLC
Attn: Michael Bradley
950 Piper Jaffray Plaza
444 Cedar Street
St. Paul, MN 55101
Phone: 651-379-0900, Ext. 2
Fax: 651-379-0999
E-mail: bradley@bradleyguz2:etta.com
13.9. All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be delivered in person or deposited in the
United States mail, postage prepaid. Any such delivery shall be deemed to have been
duly given if mailed by certified mail, return receipt requested, and addressed to the
address for the party set forth in 13.8 or if to such other person designated by a party to
receive such notice. It is provided, however, that mailing such notices or
communications by certified mail, return receipt requested is an option, not a
requirement, unless specifically demanded or otherwise agreed.
Any party may change his, her, or its address by giving notice in writing, stating
his, her, or its new address, to any other party, all pursuant to the procedure set forth in
this section of the Agreement.
13.10. This Agreement may be executed in multiple counterparts, each of which
shall be one and the same Agreement and shall become effective when one or more
counterparts have been signed by each of the parties and delivered to the other party.
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CITY OF AUBURN
Peter B. Lewis, Mayor
Date
ATTEST:
Danielle E. Daskam, City Clerk
ADDDnX/Gll AC Tn C:nD11A-
BRADLEY & GUZZETTA, LLC
AN
Title: Owner
Federal Tax ID # 41-1916962
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Exhibit A
Scope of Services Telecom and Cable
1. Cable Franchise Administration.
Consultant shall perform the following cable franchise administration services on a flat
fee basis as indicated in Exhibit B.
A. Bonds and Insurance. Consultant shall maintain a complete record of all bonds
and insurance required by ordinance.
Consultant shall immediately advise the City of any default of any such
requirements.
Consultant shall monitor performance bonds to make recommendation, if
necessary, to the City of any cause to exercise City options in the ease of
non-performance.
B. List of Cable Operators. Consultant shall develop, maintain and provide to the
City not less than quarterly a current record of all cable operators required to have a
franchise or public way agreement with the City. This report shall include but not be
limited to contact information, nature of business and specific location of lines and
facilities in the City including upgrades/locations of the build outs, head ends, nodes
and fiber paths.
C. Report Non -Compliance. Consultant shall furnish an immediate report of any
area of non-compliance with any of the filings required by the franchise agreements.
These reports shall include, but are not limited to such areas as customer service, and
telephone responses or other appropriate franchise requirements.
D. Maps. Consultant shall provide information to assist the City in the creation and
maintenance of up to date facility maps showing locations upgrades/locations of the
build outs, head ends, nodes and fiber paths.
E. Records. Consultant shall maintain records of channel allocations, performance
tests and any other franchise records, which are necessary for the effective
management of this item.
F. Copies. Copies of all records, reports, maps etc. discussed in this section shall
be made available to the City upon request.
Exhibit A
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G. Customer Service. Consultant shall assume responsibility for reviewing and
promptly responding to all public inquiries regarding cable television services, including
senior and disabled discounts.
• Consultant shall make every effort to bring such inquiries or complaints to a
satisfactory conclusion by negotiations with the cable operator whenever
possible.
• Consultant shall send a written list of all complainants' names, address/e-
mails, and phone number, nature of the complaint, and the resolution or
action taken to the City of Auburn on a quarterly basis.
• Consultant shall copy the City on all written correspondence.
• Consultant shall assume responsibility for handling and processing all public
inquiries and requests regarding senior and disabled discounts for cable
television.
2. Optional Telecommunication Franchise Administration Tasks
The Consultant shall, at the City's option perform the following Franchise Administration
tasks at the hourly rates listed in Exhibit B for a total cost to be agreed upon by the City
and Consultant prior to the commencement of the desired task. The City shall
authorize the desired task in writing.
A. Bonds and Insurance. Consultant shall maintain a complete record of all bonds
and insurance required by ordinance.
Consultant shall immediately advise the City of any default of any such
requirements.
Consultant shall monitor performance bonds to make recommendation, if
necessary, to the City of any cause to exercise City options in the case of
non-performance.
B. List of Providers. Consultant shall develop, maintain and provide to the City at
regular intervals but not less than quarterly a current record of telecom operators
required to have a franchise or public way agreement with the City.
This report shall include but not be limited to contact information, nature of
business and specific location of lines and facilities in the City including
upgrades/locations.
Exhibit A
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C. Maintenance of Records. Consultant shall maintain records of performance
tests and any other franchise records, which are necessary for the effective
management of this item.
D. Maps. Consultant shall work with the City to create and update maps on a
monthly basis of all telecommunications facilities in the pubic right of way.
E. Communications with Information Services Department. Consultant shall
provide reports as necessary to the City Information Services Department regarding
changes to telecommunications facilities, fiber paths and wireless tower locations.
F. Copies. Copies of all records, reports, maps etc. discussed in this section shall
be provided to the City.
G. FCC Regulations. Consultant shall maintain and update a file of FCC;
regulations as they pertain to the management of telecommunications by the City.
3. Optional Other Services related to Cable and Telecommunications
Franchise Administration
The Consultant shall, at the City's option perform the following Franchise Administration
tasks at the hourly rates listed in Exhibit B for a total cost to be agreed upon by the City
and Consultant prior to the commencement of the desired task. The City shall
authorize the desired task in writing.
A. Franchise Fee Review. Upon written request of the City, the Consultant shall
conduct a Franchise Fee Review to assure that all Franchised Cable and
Telecommunications companies are paying the appropriate Franchise Fees to the City.
B. Rate Form Review. The City receives Rate Filings from its Franchised Cable
Operator on an annual basis. Upon written request of the City, the Consultant shall
conduct a review of the rate filings and submit a report to the City advising the City of its
options and any proposed rate orders.
C. Technical Audit. Upon written request by the City, the Consultant shall
undertake the technical inspections necessary to verify compliance with the City's
Franchise(s) and applicable state and federal law.
D. Franchise Renewal. The City's current Cable Franchise is scheduled to expire
in 2008. Upon written request, the Consultant shall assist the City in the Cable
Franchise Renewal Process.
Exhibit A
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E. FCC/FERCIWUTC Proceedings. Periodically, the FCC, FERC and WUTC
commence regulatory administrative proceedings that will have an impact on local
governments. Upon written request, the Consultant shall file written Comments on
behalf of the City.
F. Regulation/Legislation. Upon written request of the City, Consultant shall
provide advice, analysis and updates to the City on regulatory or policy changes at the
national or state level associated with cable and/or telecommunications issuers affecting
the City; assist in developing local regulations; and provide assistance to the City, when
requested, to revise ordinances.
G. Property Leases. Work with telecom (including wireless) companies and cable
companies to execute and manage property leases for the placement and operation of
facilities on City property other than right of way.
H. Non -Compliance Review. Consultant shall upon request review the City's
telecommunications franchises for compliance and furnish a report of any area of non-
compliance with any of the filings required by the franchise agreements.
I. On -Site Review. On-site inspection of areas of dispute will be performed when
necessary for reconciliation between the citizen and the cable operator.
Exhibit A
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EXHIBIT B
FEE SCHEDULE
1. Cable Franchise Administration. Consultant shall perform the Cable
Franchise Administration tasks listed in Exhibit A(1) for a flat fee of $2,000.00 per
month exclusive of costs.
2. Fees for optional tasks. For any optional services, the following hourly fees
shall apply:
Michael R. Bradley
Stephen J. Guzzetta
Associates
Paralegal/Law Clerk
$195.00
$195.00
$150.00
$125.00
Invoices for work will be submitted to the City monthly and will be due and payable 30
days after submission. Balances owed for more than 30 days after invoice date may, at
Consultant's option, accrue compound interest at 1.5% per month (18.00/) per year)
from the 30th day after the invoice date. All fees shall be adjusted each January 1 St by
a cost of living adjustment, based upon the Consumer Price Index for the Seattle area.
Exhibit 6
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EXHIBIT C
DIRECT NON -SALARY REIMBURSABLE EXPENSES
• Outside Reproduction Fees
• Courier Fees
• Subconsultant Fees
• Materials and Supplies
• Mileage at $0.485/mile or the current approved IRS rate
• Travel — air, hotel, meals, etc.
• Expert Witness Fees
It is understood that all reimbursements are at cost and will be marked -up 10%
Subcontracts: The CONSULTANT, at the CITY'S request shall enter into subcontracts
with other consultants, such as appraisers and/or environmental consultants, etc. If
approved, the CITY shall reimburse the CONSULTANT for the actual cost of the
subcontracts plus a 10% markup to cover the CONSULTANT'S additional overhead
expense associated with the Subcontract.
Exhibit C
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CONSULTANT INVOICES
CONSULTANT invoices should contain the following information:
• On CONSULTANT letterhead.
• Internal invoice number and/or sequential numeric number (i.e.: progress payment # 10).
• Invoice date.
• Period of time invoice covers.
• Consultant Agreement # (i.e.: AG -C-115).
• Project number(s) listed (i.e.: PR562).
• CITY'S project manager listed.
• The hour(s) per person broken down by task(s) (attach timesheets, spreadsheet detailing
timesheets, or some other form of proof) along with type of work done (i.e.: design,
right-of-way, or construction) or task order number.
• Direct non -salary (i.e.: mileage, reproduction fees (i.e.: printing, copying), communication fees (i.e.:
telephone), supplies, computer charges, subconsultants), indirect non -salary (overhead). These
costs are to be broken down and backup information is to be attached to invoice. Project
managers are to inform CONSULTANTS as to what is required for break down information and if
backup information is to be attached. Break out the same for subconsultant chargers.
• Invoices for previous year are due by January 15`n
Consultant Invoices
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