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HomeMy WebLinkAboutContracts & Agreements_98-2016 AGREEMENT TO PERFORM PROFESSIONAL SERVICES This agreement for the provision of website redesign and development services for the Department of Innovation and Technology ("Agreement") is made and entered into this I7th day of May, 2016 ("Effective Date"), by and between the City of Redlands, a municipal corporation ("City)"and Reliance Communications, LLC ("Consultant"). City and Consultant are sometimes individually referred to herein as a "Party" and, together, as the "Parties." In consideration of the mutual promises contained herein, City and Consultant agree as follows: ARTICLE I —ENGAGEMENT OF CONSULTANT 1.1 City hereby engages Consultant to provide professional services associated with website redesign and development services for the City's Department of Innovation and Technology(the"Services"). 12 The Services shall be performed by Consultant in a professional manner, and Consultant represents that it has the skill and the professional expertise necessary to provide the Services to City at a level of competency presently maintained by other practicing professional consultants in the industry providing like and similar types of Services. ARTICLE 2—SERVICES OF CONSULTANT 2.1 The Services that Consultant shall perform are more particularly described in Exhibit"A," entitled"Scope of Services,"which is attached hereto and incorporated herein by reference. 2.2 Consultant shall comply with applicable federal,state and local laws and regulations in the performance of this Agreement including, but not limited to, State prevailing wage laws. ARTICLE 3—RESPONSIBILITIES OF CITY 3.1 City shall make available to Consultant information in its possession that may assist Consultant in performing the Services. 3.2 City designates Danielle Garcia, Chief Innovation Officer, as City's representative with respect to performance of the Services,and such person shall have the authority to transmit instructions, receive information, interpret and define City's policies and decisions with respect to performance of the Services. ARTICLE 4—PERFORMANCE OF SERVICES 41 Consultant shalt perform and complete the Services in a prompt and diligent manner in accordance with the schedule set forth in Exhibit "B," entitled "Project Schedule," which is attached hereto and incorporated herein by reference. The Services shall commence within ten (10)days of the Effective Date of thisAgreement. I kca\djmlAgrcemen(si Reliance Commun;camns-Wehstte Design 3 17 16 dncx I 42 At any time during the term of this Agreement, City may request that Consultant perform Extra Services. As used herein, "Extra Services" means any work which is determined necessary by City for the proper completion of the project or work for which the Services are being performed, but which the Parties did not reasonably anticipate would be necessary at the time of execution of this Agreement. Provided the Extra Work does not exceed twenty percent (20%) of the compensation to be paid by City to Consultant for the Services, such Extra Work may be agreed to by the Parties, by written amendment to this Agreement, executed by the City Manager. Consultant shall not perform, nor be compensated for, Extra Work without such written authorization from City. 43 If Consultant's Services include deliverable electronic visual presentation materials, such materials shall be delivered in a form, and made available to the City,consistent with City Council adopted policy for the same. It shall be the obligation of Consultant to obtain a copy of such policy from City staff. ARTICLE 5—PAYMENTS TO CONSULTANT 5.1 The total compensation for Consultant's performance of the Services shall not exceed the amount Fifty Nine Thousand Dollars ($59,000). City shall pay Consultant on a time and materials basis up to the not to exceed amount, in accordance with Exhibit "C" entitled "Project Costs and Hourly Rates." Exhibit"C" is attached hereto and incorporated herein by this reference. 52 Consultant shall submit invoices in accordance with Exhibit"C". Consultant's invoices shall include a brief description of the Services performed,the dates the Services were performed, the number of hours spent and by whom,and a description of reimbursable expenses, if any. City shall pay Consultant no later than thirty (30) days after receipt and approval by City of Consultant's invoice. 53 Any notice or other communication required, or which may be given, pursuant to this Agreement, shall be in writing. Any such notice shall be deemed delivered (i) on the date of delivery in person;(ii)five(5)days after deposit in first class registered mail,with return receipt requested;(iii)on the actual delivery date if deposited with an overnight courier;or (iv)on the date sent by facsimile, if confirmed with a copy sent contemporaneously by first class, certified, registered or express mail; in each case properly posted and fully prepaid to the appropriate address set forth below, or such other address as a Party may provide notice in accordance with this section: L!ty Consultant Danielle Garcia, CIO Nate Brogan, Senior VP City of Redlands Reliance Communications, LLC 35 Cajon Street, Suite 222 100 Enterprise Way, Suite 300-A Redlands, CA 92373 Scotts Valley, CA 95066 1'-aHjm,AgreememslRd%ance Communications-Website Design 5 17.16 doex 2 ARTICLE 6 — INSURANCE AND INDEMNIFICATION 6.1 Insurance required by this Agreement shall be maintained by Consultant for the duration of its performance of the Services. Consultant shall not perform any Services unless and until the required insurance listed below is obtained by Consultant. Consultant shall provide City with certificates of insurance and endorsements evidencing such insurance prior to commencement of the Services. Insurance policies shall include a provision prohibiting cancellation or modification of the policy except upon thirty (30) days prior written notice to City. 6.2 Workers' Compensation and Employer's Liability insurance in the amount that meets statutory requirements with an insurance carrier acceptable to City, or certification to City that Consultant is self-insured or exempt from the workers'compensation laws of the State of California. Consultant shall provide City with Exhibit "D," entitled "Workers' Compensation Insurance Certification," which is attached hereto and incorporated herein by this reference prior to commencement of the Services. 6.3 Consultant shall secure and maintain comprehensive general liability insurance with carriers acceptable to City. Minimum coverage of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) aggregate for public liability, property damage and personal injury is required. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. 6.4 Consultant shall secure and maintain professional liability insurance throughout the term of this Agreement in the amount of One Million Dollars ($1,000,000) perclaimmade. 6.5 Consultant shall have business auto liability coverage,with minimum limits of One Million Dollars ($1,000,000) per occurrence, combined single limit bodily injury liability and property damage liability.This coverage shall include all Consultant owned vehicles used in connection with Consultant's provision of the Services, hired and non-owned vehicles, and employee non-ownership vehicles. City shall be named as an additional insured and such insurance shall be primary and non-contributing to any insurance or self-insurance maintained by City. 6.6 Consultant shall indemnify, defend and hold City, and its elected officials, officers, employees and agents harmless from and against any and all third party claims of loss, damages, liability, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or resulting from the reckless,wanton, wrongful,or otherwise negligent acts of Consultant in performing its obligations under this Agreement.Nothing herein shall require Consultant to indemnify City for any claim or any portion of any claim that arises from City's reckless,wanton,wrongful,or otherwise negligent acts of City, 11ca\djmlAgrccmcn&.Rcliancc Commumcaiians-Wcbstic Design 5 17 16 docx 3 ARTICLE 7—CONFLICTS OF INTEREST 7.1 Consultant covenants and represents that it does not have any investment or interest in any real property that may be the subject of this Agreement or any other source of income, interest in real property or investment that would be affected in any manner or degree by the performance of Consultant's Services. Consultant further covenants and represents that in the performance of its duties hereunder,no person having any such interest shall perform any Services under this Agreement. 72 Consultant agrees it is not a designated employee within the meaning of the Political Reform Act because Consultant: A. Does not make a governmental decision whether to: (i) approve a rate, rule or regulation, or adopt or enforce a City law; (ii) issue, deny, suspend or revoke any City permit, license, application, certification,approval, order or similar authorization or entitlement; (iii) authorize the City to enter into, modify or renew a contract; (iv) grant City approval to a contract that requires City approval and to which City is a party, or to the specifications for such a contract; (v) grant City approval to a plan,design, report, study or similar item; (vi) adopt or grant City approval of, policies, standards or guidelines for City or for any subdivision thereof. B. Does not serve in a staff capacity with City and in that capacity, participate in making a governmental decision or otherwise perform the same or substantially the same duties for City that would otherwise be performed by an individual holding a position specified in City's Conflict of Interest Code under Government Code section 87302. 73 In the event City determines that Consultant trust disclose its financial interests,Consultant shall complete and file a Fair Political Practices Commission Form 700, Statement of Economic Interests, with the City Clerk's office pursuant to the written instructions provided by the City Clerk. ARTICLE 8—GENERAL CONSIDERATIONS 8.1 In the event any action is commenced to enforce or interpret any of the terms or conditions of this Agreement the prevailing Party shall, in addition to any costs and other relief, be entitled to the recovery of its reasonable attorneys' fees, including fees for the use of in- house counsel by a Parry, pursuant to a cost order issued by a court of competent jurisdiction 8.2 Consultant shall not assign any of the Services, except with the prior written approval of City and in strict compliance with the terms and conditions of this Agreement. Notwithstanding the foregoing, Consultant may freely and without consent assign this Agreement to an affiliate or to an acquirer of all or part of Consultant's business or assets, whether by merger or acquisition. I xaldjm\Agrccments'Rchance Communications-Website Design 5 17 16 done 4 8.3 Records, drawings, designs, cost estimates, electronic data files, databases and any other documents developed by Consultant in connection with its performance of the Services, and any copyright interest in such documents, shall become the property of City and shall be delivered to City upon completion of the Services, or upon the request of City. Any reuse of such documents,and any use of incomplete documents,shall be at City's sole risk. 8.4 Consultant is for all purposes under this Agreement an independent contractor and shall perform the Services as an independent contractor. Neither City nor its agents shall have control over the conduct of Consultant or Consultant's employees, except as herein set forth.Consultant shall supply all necessary tools and instrumentalities required to perform the Services. Assigned personnel employed by Consultant are for its account only, and in no event shall Consultant or personnel retained by it be deemed to have been employed by City or engaged by City for the account of, or on behalf of City. Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent, nor shall Consultant have any authority, express or implied, to bind City to any obligation. 8,5 Unless earlier terminated as provided for below,this Agreement shall terminate on January 18, 2417. This Agreement may be terminated by City, in its sole discretion, by providing not less than five (5) days prior written notice to Consultant of City's intent to terminate. Upon receipt of a termination notice, Consultant shall immediately discontinue its provision of the Services and, within five (5) days of the date of the termination notice, deliver or otherwise make available to City,copies(in both hard copy and electronic form, where applicable) of project related data, design calculations, drawings, specifications, reports, estimates, summaries and such other information and materials as may have been accumulated by Consultant in performing the Services. Consultant shall be compensated on a pro-rata basis for Services completed up to the date of termination. 8,6 Consultant shall maintain books, ledgers, invoices, accounts and other records and documents evidencing costs and expenses related to the Services for a period of three (3) years,or for any longer period required by law,from the date of final payment to Consultant pursuant to this Agreement. Such books shall be available at reasonable times for examination by City at the office of Consultant. 8.7 This Agreement, including the Exhibits incorporated herein by reference, represents the entire agreement and understanding between the Parties as to the matters contained herein, and any prior negotiations,written proposals or verbal agreements relating to such matters are superseded by this Agreement. Except as otherwise provided for herein, any amendment to this Agreement shall be in writing,approved by City and signed by City and Consultant. I%ca1djm\AgrccmenLARcliancc Communications-Websile DeSign 5 17 16 docs 5 8.8 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 8.9 If one or mare of the sentences,clauses,paragraphs or sections contained in this Agreement is declared invalid, void or unenforceable by a court of competent jurisdiction, the same shall be deemed severable from the remainder of this Agreement and shall not affect, impair or invalidate the remaining sentences, clauses, paragraphs or sections contained herein, unless to do so would deprive a Party of material benefit of its bargain under this Agreement. ARTICLE 9— LIMITED WARRANTY AND LIMITATION OF LIABILITY 9.1 Except as expressly provided herein,Consultant makes no express or implied representations or warranties,and Consultant expressly disclaims any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Consultant expressly denies any representation or warranty about the accuracy or condition of data or that the services or related systems will operate uninterrupted or error-free. 9.2 No cause or action which accrued more than two(2)years prior to the filing of a suit alleging such cause of action may be asserted under this Agreement by either Party. 9.3 Except for the Parties' payment obligations, neither Party will be liable to the other for any indirect, exemplary, special, punitive, consequential, or incidental damages or loss of goodwill, data or profits, or cost of cover. The total liability of Consultant for any reason, shall be limited to the amount actually paid to consultant by City under this Agreement applicable to the event giving rise to such action during the six (6) month period preceding the event giving rise to such Iiability. The limits on liability in this section shall apply in all cases including if the applicable claim arises out of breach of express or implied warranty, contract,tort(including negligence),or strict product liability,and even if the Party has been advised that such damages are possible or foreseeable. 11 ca1djm%AgrccmenWRchancc Commumcnsions-Website Design 5 17 16 docx 6 IN WITNESS WHEREOF, duly authorized representatives of City and Consultant have signed in confirmation of this Agreement, CITY OF REDLANDS RELIANCE COMMUNICATIONS, LLC c-" By: By: Paul W. Foster, Mayor Nate Brogan, Sedfc"e President Attest: Sam' Irwin,"tity Clerk �caWjm\ASrccrncnt.s*ehancc Com municat ions.Wchstic Doig"5 17 16 docx 7 EXHIBIT "A" SCOPE OF SERVICE Kick-off meeting I ead Civicttve Contributors City of Redlands Project ream&Key Stakeholders Estimated Time Pull day for Project Team&Key Stakeholders Commitment The envisioning phase kicks-off the project and is designed to create a dialog between your project team and CivicLive's project manager Description about the goals of the project. Deliverables 1 Day Online Kick-Off Meeting Define an initial project charter Lead ; ChrlcLive and project plan . . _.. Contributors City of Redlands Project Team Estimated Time City of Redlands Project Team and Core Team—1 day to review Commitment project plan and charter Project Charter:A document that states the objectives of the project, its scope,the key stakeholders,roles&responsibilities,project risks, acceptance criteria,and communication plan. Project Plan:A formal schedule for the project will he agreed upon during this phase of the project.CivicLive will own the project plan and make changes as the project progresses with the review and Description approval of the project team. City of Redlands to sign-off on project charter and project plan Dellverables documents. Provisioned software license Lead `; Civicliva Contributors City of Redlands Project Team Estimated Time City of Redlands Project Team-30 mins to confirm that you have Commitment access to the provisioned site. CivicLive to install SitePublish CMS software on its hosted Description environment.This CMS software instance will later become the prodcution website. Deliverables City of Redlands will have access to the software instance. Document business Lead cUye requirements ..,....._w _: .,_ �.. Contributors City of Redlands Project Team-Will take the lead with content audit and review with CivicLive providing guidance and best practices. City of Redlands Department PICS, Public website users--Will provide input on surveys and/or interviews City of Redlands Project Team-Z days to help plan and execute. Estimated Time City of Redlands Project Team—I days. Commitment City of Redlands Department P10's-1 hour meeting,10 days for content audit,and 1 day to document and complete the departmental objectives document. EXHIBIT "A" SCOPE OF SERVICE CivicLive will define the requirements for the new site.This document will outline the work that will need to be done as part or the configuration phase.It will also contain the information architecture (structure and relationship of information on the site)for the new Description site.As part of this phase of the project CivicLive will assist with the audit of content on the existing site to clearly define the audience of the site.CivicLive will lead and conduct interviews with key department staff and other key website stakeholders and,create and reconcile required surveys. Departmental design briefs and sign-off Deliverables Design brief and sign-off Information architecture sign-aff Configuration guideline document and sign-off Design Lead. CivicLive Contributors City of Redlands Project Team Estimated Time City of Redlands Project Team-3 days Commitment CivicLive will create wireframes for the homepage,landing page, subpages for review and approval.CivicLive will make required adjustments before moving on to the work on the design mockups. Description once wireframes have been approved CivicLive will then design the mockups taking into consideration the existing branding guidelines and priorities.Mockups will be created for the homepage,landing pages and subpages for review and approval. The design will include accessibility features identified in the requirements. Deliverables Wireframes Document and Sign-off Mockup Document and Sign-off .. " Cdnfigttrewebshe cad Clvlclve Contributors City of Redlands Project Team Estimated Time 1 day--status meetings.City of Redlands will have limited work during Commitment this phase as CivicLive will be building and configuring the site.Weekly status maetings will still occur. CivicLive will configure the site in line with the requirements and Description design agreed upon during the planning phase,CivicLive will implement the approved design on the website. Deliverables Configured and designed website ready for training Cdnduct5ol te'Tminir g Lead' CivicLive Contributors City of Redlands Project Team City of Redlands Administrators,Content Authors and Approvers City of Redlands Project Team—2 days attend training sessions and Estimated Time assist with training coordination. Commitment City of Redlands Administrators,Content Authors and Approvers—I day to attend training. EXHIBIT "A" SCOPE OF SERVICE CivicLive will conduct online training.The content covered will be tailored to the project and the training will take place on the newly configured site.The training A41 consist of: Description 1 day of administrator,super user training,content author and approver training.Exact breakdown will be decided during the planning phase of the project.CivicLive will also make help manuals and guides available during this phase. Deliverables 5 Online Training Sessions Content Migration and UAT Lead £ivicLive Contributors City of Redlands Project Team City of Redlands Department PTOs Estimated Time City of Redlands Project Team—10 days Commitment City of Redlands Department PIOs-2 days CivicLive will migrate all the required approved content from the old site to the new site.City of Redlands will coordinate the departmental review of the content migration.The process will be as follows: CivicLive will migrate an initial 50 pages for review. City of Redlands will review the quality of the migrated pages.These pages will become the quality benchmark for the content as it gets Description migrated. CivicLive will continue with the migration of all agreed content to the same standards as the first 50 pages. City of Redlands project team and department representatives will review the content and ensure that it is all migrated as desired.City of Redlands will also create and adjust the content as required during this phase. Deilverables Website ready for soft launch Website launch ?.Lead CivicLive Contributors City of Redlands Project Team City of Redlands IT team Estimated Time City of Redlands IT team—2 hours to preparation for switch over and Commitment far conducting the switch over. MUNI Staff City of Redlands Project Team-10 days final review and marketing communication with public. City of Redlands's new site is accepted and launched.City of Redlands's 1T team to switch the DNS settings to make the new site Description live. Support and maintenance commences,this is the date in which the annual fee will be due moving forward.CivicLive implementation team organizes the support transition meeting. Deliverables Site Acceptance EXHIBIT "B" PROJECT SCHEDULE o► ' ► ► • Envisioning 1I'Days Kick-Off Meeting 1 Day Project Charter&Project Plan Present Draft Project Charter Client Reviews and Provides Feedback 3 days Final Project Charter Updates 2 days Final Project Charter SIgn-Off 1 day Present Draft Project Plan Client Reviews and Provides Feedback 3 days Final Project Plan Updates 2 days Final Project Plan Sign-Off 1 day Buffer 5 days Pianntng 34 days i Discuss Business Requirements 10 days Information Architecture Discuss Information Architecture Best Practices 1 day Draft External Information Architecture(top three levels) 5 days Review Draft Information Architecture 3 days Updates Following Feedback 2 days Information Architecture Sign-Off 1 day Graphic Design Adjust Graphic Design Template with CLIENT Branding 5 days Review Template 5 days Updates following feedback 1 day Graphic Design Sign-Off 1 day Content Migration Review Review current content and identify priorities 5 days Define Content Migration Plan 2 days Training Plan Identify training participants 5 days Define Training Plan 2 days Implementation 63 days W _ _ .__._. ...,_. _... iPage EXHIBIT "B" PROJECT SCHEDULE CivicLive Environment Provision Software on Hosted Environment 1 day Assign CivicLive URL 1 day Website Design implementation an Configuration 30 days Configure Site Implement Look and Feel Template Mock-ups 25 days Create Browse Permission for CLIENT 3 days Look and Feel Template Sign-Off 1 day 5tablllzing 64 days Training Account Creation for CLTENT Content Editors and Admins 1 day Deliver Training Guides and Product Documentation 1 day Deliver Training as Defined in Training Plan 5 Sessions over multiple days Content Migration Content Migration 30 days Review Migrated Content 10 days Buffer 5 days Deploying 3 days Final Prep&Go-Live Phase(Public-Facing) Production Cutover 2 days Conduct Content Quality Readiness Check 1 day Finalize Cutover Plan 1 day Production Cutover Sign-off an GoLive 1 day Project Complete&System Sign-off 1 day Final Acceptance Sign-off 1 day Post Go-Live Provide Post Go-Live Support 1 day 2Page EXHIBIT "C" PROJECT COSTS AND HOURLY RATES In this section,we provide details about the One-Time and Annual fee structure we've created in order to meet your Website Design and Development Services project's requirements.Rates for optional services such as more training sessions and additional technical professional services are also included in this section for your reference.Please contact the Proposal Developer if you are interested in a more detailed breakdown of our pricing proposal. Pricing Summary Our One-Time implementation Feecavers costs associated with designing,developing and implert:ereting your :new wehsite'using our SmartWork;Mei:hodology:Key deliverables 06i St p'-h—�sejlfidUddi . Envisioning & Planning Phase Deliverables Designing Phase Deliverables ■ Kick-Off Meeting A Completely New Responsive Website Design for ■ Finalized Project Plan CityofRedlands.org with our 100%Design ■ Project Charter Satisfaction Guarantee Configuring Phase Deliverables Training Phase Deliverables ■ Complete SitePublish CMS Configuration ■ Completion of 5 Training Sessions ■ Integration of Desired 3`a Party Software ■ User Manuals,Videos,and Access to Online Resources Migrating Phase Deliverables Stabilizing Phase Deliverables ■ Completion of Desired Website Content Migration R Completed User Acceptance Testing with Testing Documentation ■ A Stable Beta Website Deploying Phase Deliverables ■ A Live Websitel ■ Finalized Project Documents CivicLive's Annual Software-as-a-Service[SaaS]Fee Includes the following services: Enterprise-grade Data Protection and Unlimited- Unlimited-User Software License Bandwidth Website Hosting Services for A Redesign of your Website atthe End of Contract Year CityofRedlands.org #4[if desired) CM5 Software Version Upgrades&Maintenance PLE45E NOTE,There is no Annual SaaS Fee for Unlimited Access to CivicLive Technical Support Contract Year&I P Optional Additional Services & Rates CivlcLive's proposed solution includes a certain level of services such as design,training,content migration, and more. However, if additional work is required,CivicLive can provide quotes for this work using the following charts that rationalize services by either hourly rates or unit Costs. Hourly Rates for All Professional Services Although our proposed Design,Development& Implementation costs includes many hours of professional services, the following hourly rates are presented in the event that additional work is requested after your website's launch: 'A Programming $150:00 Graphic Design $125:UO Quality Assurance Analysis $725:00 Project Management $125.00 Marketing Specialist Services $90.00 i Content Optimization $115:00 Usability Testing/Improvement Technical Support(for no-contract clients) $115.Q0 Optional Additional Training Services If your site administrators do not believe the proposed included training services will meet your needs,additional training can be provided at the following unit prices.Please note that additional training may be offered during service level negotiations: 1 Webinar-Based Online Training Session [for up to 8 Staff Members per sessions $500 00 I Onsite Training Session $1,500.00 [for up to 10 staff members per session) a CONNEC7•ENGAGE•SEAVE EXHIBIT "W" WORKERS' COMPENSATION INSURANCE CERTIFICATION City of Redlands Services for Website Redesign and Development Every employer, except the State, shall secure the payment of compensation in one'or more of the following ways: (a) By being insured against liability to pay compensation by one or more insurers duly authorized to write compensation insurance in this State. (b) By securing from the Director of Industrial Relations, a certificate of consent to self-insure, either as an individual employer, or as one employer in a group of employers, which may be given upon fumishing proof satisfactory to the Director of Industrial Relations of ability to self-insure and to pay any compensation that may become due to his or her employees. CHECK ONE X I am aware of the provisions of Section 3700 of the Labor Code which requires every employer tobeinsured against liability for Workers' Compensation or to undertake self- insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work and activities required or permitted under this Agreement, (Labor Code §1861). I affirm that at all times, in performing the work and activities required or permitted under this Agreement, I shall not employ any person in any manner such that I become subject to the workers' compensation laws of California, However,at any time, if I employ any person such that I become subject to the workers,' compensation laws of California, immediately I shall provide the City with a certificate of consent to self-insure, or a certification of workers' compensation insurance, I certify tinder penalty Of perjury Linder the laws of the State of California that the information and representations made in this certificate are true and correct. Reliance Communications, LLC Date: By- Nate Brogan, Senidr ' 1cn0djnfAi;rccmems',R6ancc Comm un tc aun ns-Webs ae Demp 5 17 16 docx II'