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HomeMy WebLinkAboutCOW 2011-02-28 Item 3E - Agreement - Tukwila Urban Center Access Project with Puget Sound Energy for $231,000 CO UNClL AGENDA SYN0PsIs ITE11�NO. �J,,,,,,ILA,,,__ 'S Initials i Meeting Date J Prepared by Mayor review 1 Council review a is -9i 02/28/11 1 BG v 474-- 1 (IA/ y ,a 2 03/07/11 I BG 1 1 .z9o I 1 I 1 ITEM INFORMATION CAS NUMBER: 11-025 I STAFF SPONSOR: BOB GIBERSON I ORIGINAL AGENDA DATE: 2/ 28/11 AGENDA ITEM TITLE Tukwila Urban Center Access (Klickitat) Project Puget Sound Energy's Facility Relocation Agreement CATEGORY Discussion Motion Resolution Ordinance Bid Award Public Hearing Other Mtg Date 02/28/11 Mtg Date 03/07/11 Mtg Date Mtg Date Mtg Date Mtg Date Mtg Date SPONSOR Council Mayor Adm Svcs DCD Finance 1 1 Fire Legal P&R Police PW SPONSOR'S This Facility Relocation Agreement with Puget Sound Energy (PSE) will allow PSE to SUMMARY relocate utilities that currently are in conflict with the TUC Access Project's improvements. The utilities are located on utility easements, which are not included in the franchise agreement. The City has negotiated a not to exceed cost of $231,000.00. Council is being asked to approve the Facility Relocation Agreement with Puget Sound Energy. REVIEWED BY COW Mtg. CA &P Cmte F &S Cmte I Transportation Cmte Utilities Cmte Arts Comm. Parks Comm. Planning Comm. DA1'E: 2/22/11 COMMII'1'EE CHAIR: JOAN HERNANDEZ RECOMMENDATIONS: SPONSOR /ADMIN. Public Works COMMII 1'FE Unanimous Approval; Forward to Committee of the Whole COST IMPACT FUND SOURCE EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $231,000.00 $16,750,000.00 0.00 Fund Source: 104 ARTERIAL STREET FUND (PAGE 13, 2011 CIP) Comments: 1 MTG. DATE 1 RECORD OF COUNCIL ACTION 02/28/11 03/07/11 1 MTG. DATE I ATTACHMENTS 02/28/11 Informational Memorandum dated 02/22/11 PSE Facility Relocation Agreement Minutes from the Transportation Committee meeting of 02/22/11 03/07/11 1 f 1 5! 68 rp$ y Cll of Tukwila 4 9 Jim Haggerton, Mayor \s� 901 INFORMATIONAL MEMORANDUM TO: Mayor Haggerton Transportation Committee FROM: Bob Giberson, Public Works Director A DATE: February 22, 2011 SUBJECT: Tukwila Urban Center Access (Klickitat) Proiect Project No. 98410419 Facility Relocation Agreement with Puget Sound Energy ISSUE Approve a Facility Relocation Agreement with Puget Sound Energy (PSE). BACKGROUND In January 2011, the construction contract for the Tukwila Urban Center Access (Klickitat) Project was executed. The Contractor intends to begin the major work on the project in late March. During January and February, the City has been working with the project designer, HNTB, to conduct some additional utility location work to ensure that any outstanding conflicts are identified and resolved prior to the Contractor breaking ground. Two conflicts have been identified early in this process that could have significant time impacts on the Contractor's work. These include a large PSE switch cabinet (and adjacent facilities) located on the southwest comer of the Westfield Southcenter Mall property and a PSE vault located adjacent to the Legacy Partners building. The switch cabinet conflicts with the construction of the wail adjacent to Strander Boulevard. The vault near Legacy Partners is too high and must be lowered to grade prior to roadway widening. DISCUSSION Both of these conflicts are located on utility easements, which are not under the franchise agreement. For this reason, the City is required to pay for PSE's facility relocations. The relocation of these facilities is for a not to exceed amount of $231,000.00. The agreement requires PSE to bill their actual costs with approximately 25% of the costs for materials needed to reconstruct the facilities. The remaining costs are attributable to labor for approximately 5 to 6 weeks of work for a full crew to complete the complicated switch relocation. Budget for the PSE's relocation will come from the $16,750,000.00 currently budgeted in the 2011 CIP (page 13). PSE is responsible for notifying and coordinating with its customers for power outages and are committed to completing this work while providing the least impact to its customers. The City's construction contractor is still required to conduct additional potholing and identify any other utility conflicts on the project. However, it is vital to get these conflicts resolved early in the project because of the long lead time necessary to move the facilities and to ensure that our contractor is not delayed. Upon execution of the attached Facility Relocation Agreement, Puget Sound Energy will immediately commence work. RECOMMENDATION The Council is being asked to approve the Facility Relocation Agreement with PSE for the not to exceed amount of $231,000.00 for the Tukwila Urban Center Access Project and consider this item at the February 28, 2011 Committee of the Whole meeting and subsequent March 7, 2011 Regular Meeting. Attachment: PSE Facility Relocation Agreement W:IPW EngIPROJECTSIA- RW RS Projects 84RW19 TUC Access (Klickitat)1ConstructionlInfo Memo for PSE Agreement, gl, 2- 15- 11,docx 6 9 70 FACILITY RELOCATION AGREEMENT This Agreement, dated as of February 7, 2011, is made and entered into by and between Puget Sound Energy, Inc., a Washington corporation "PSE and Tukwila "Government Entity PSE and the Government Entity are sometimes referred to herein individually as a "Party" and collectively as the "Parties." RECITALS A. PSE owns and operates certain utility systems and facilities necessary and convenient to the transmission and distribution of electricity and natural gas "Facilities that are located on or in relation to certain operating rights "Existing Operating Rights The Facilities and Existing Operating Rights are more particularly described on Exhibit A attached hereto and incorporated herein by this reference. B. The Government Entity plans to construct improvements to Southcenter Parkway beginning approximately 700 feet south of Strander Boulevard and extending north, roughly to the point where the road bends east and becomes Tukwila Parkway. The project also extends 400 feet east from Southcenter Parkway on Strander Boulevard, and includes the temporary closure of the Klickitat Drive freeway crossing of Interstate 5. "Improvements C. In connection with the Improvements, the Government Entity has requested that PSE perform certain engineering design work and certain construction work relating to modification or relocation of its Facilities (the "Relocation Work all in accordance with and subject to the terms and conditions of this Agreement, and any applicable tariff on file with the Washington Utilities and Transportation Commission (the "WUTC D. The Government Entity has provided to PSE a written plan for the Improvements (the "Improvement Plan which includes, among other things, (a) plans and specifications sufficient in detail, as reasonably determined by PSE, for PSE to design and perform the Relocation Work, including reasonably detailed drawings showing the planned Improvements, (b) a list of the key milestone dates for the Improvements, and (c) information concerning possible conflicts between PSE's Facilities and other utilities or facilities. The Parties, therefore, agree as follows: AGREEMENT Section 1. Relocation Work 1.1 Relocation Work. The Relocation Work is described in Exhibit B attached to this Agreement. -1- 71 1.2 Performance of Relocation Work. PSE shall perform the Relocation Work subject to the terms and conditions of this Agreement and any applicable tariffs on file with the WUTC. PSE shall perform the Relocation Work in accordance with the schedule provided in Exhibit B (the "Relocation Schedule with reasonable diligence in the ordinary course of its business and in light of any operational issues as to the remainder of its utility systems that may be influenced by the Relocation Work. PSE shall have no liability to the Government Entity or any third party, nor shall the Government Entity be relieved or released from its obligations hereunder, in the event of any delay in the performance of the Relocation Work due to any (a) repair, maintenance, improvement, renewal or replacement work on PSE's utility systems, which work is necessary or prudent as determined by PSE in its sole discretion; or (b) actions taken by PSE which are necessary or consistent with prudent utility practices to protect the performance, integrity, reliability or stability of PSE's utility systems or any systems to which such systems are connected. 1.3 Adjustments to the Relocation Work. PSE shall notify the Government Entity in writing of any reasonably anticipated adjustments to the Relocation Work (including the Relocation Schedule and/or Relocation Cost Estimate) that result from (a) the revision or modification of any Improvements in a manner that requires PSE to revise its plans and specifications for the Relocation Work; (b) delays in PSE's performance of the Relocation Work caused by the Government Entity (or its agents, servants, employees, contractors, subcontractors, or representatives); or (c) conditions or circumstances otherwise beyond the control of PSE. The Parties acknowledge that additional requirements not contemplated by the Parties may arise during the performance of the Relocation Work. In the event such additional requirements arise, the Parties shall provide written notice thereof and shall use good faith reasonable efforts to appropriately respond to such requirements in a prompt and efficient manner, including appropriate adjustments to the Relocation Schedule and/or the Relocation Cost Estimate. 1.4 Performance by Government Entity. In the event the Government Entity is unable to perform its obligations under Sections 2 and 3 below to PSE's reasonable satisfaction, and absent written waiver by PSE of such obligations, the Parties shall use reasonable efforts to adjust the Relocation Schedule to allow additional time for the Government Entity to perform such obligations; provided, that if the Parties cannot reasonably agree upon such schedule adjustment, PSE may, at its option, thereafter terminate this Agreement by giving written notice to the Government Entity, and the Government Entity shall promptly pay PSE the amounts payable to PSE in connection with such termination under Section 5.5. PSE's determination as to the satisfaction or waiver of any such condition under this Agreement shall not be deemed to be a determination of satisfaction or waiver of any other condition arising under this Agreement. 7 2 1.5 Notice to Proceed with Construction Work. PSE is hereby granted notice to proceed with this construction work upon execution of this Agreement by both parties. PSE will schedule crews as soon as practically possible after receiving such notice. Should the Government Entity terminate this Agreement by written notice to PSE, in the event of such termination, the Government Entity shall promptly pay PSE the amounts payable to PSE in connection with termination under Section 5.5. Section 2. Operating Rights. Unless otherwise provided for in Exhibit B, the Government Entity shall be solely responsible for the acquisition of, and any costs related to acquisition of any and all operating rights for the Facilities that are necessary or appropriate, in addition to or as replacement for the Existing Operating Rights, for completion of the Relocation Work "New Operating Rights Such New Operating Rights shall be in PSE's name, shall be of equivalent quality and kind as the Existing Operating Rights and shall be provided in a form acceptable to PSE, all as determined by PSE in its sole discretion. The New Operating Rights shall be provided with sufficient title information demonstrating to PSE's satisfaction that PSE shall obtain clear, good and sufficient title to such rights, if applicable. PSE shall not be obligated to commence the RelocationWork, or otherwise in any way change, limit, curtail, impair or otherwise affect the normal and reliable operation of the Facilities as located upon or relative to the Existing Operating Rights, unless and until PSE is in possession of the New Operating Rights. Section 3. Permits. The Government Entity shall be solely responsible for the acquisition of, and any costs related to acquisition of any and all permits, licenses, certificates, inspections, reviews, impact statements, determinations, authorizations, exemptions or any other form of review or approval given, made, done, issued or provided by any one or more governmental authorities with jurisdiction necessary or convenient for the Relocation Work (collectively, "Permits The Government Entity shall consult with PSE to ensure that the permit terms and conditions are reasonably appropriate to PSE's needs. PSE shall not be obligated to commence construction for the Relocation Work, or otherwise in any way change, limit, curtail, impair or otherwise affect the normal and reliable operation of the Facilities, unless and until PSE is in possession of all Permits necessary for the Relocation Work and all rights of appeal with respect to the Permits shall have been exhausted. The Government Entity shall be responsible for performance of and any costs associated with any mitigation required by the Permits. Section 4. Materials and Ownership Unless specifically agreed otherwise in writing by the Parties, PSE shall provide all necessary materials, equipment and labor required to perform the Relocation Work. All materials, information, property and other items provided for, used or incorporated into the -3- 73 Relocation Work (including but not limited to the Facilities) shall be and remain the property of PSE. Section 5. Relocation Costs 5.1 Estimate. PSE's good faith estimate of the costs to perform the Relocation Work (the "Relocation Cost Estimate which includes the cost of survey and pothole activity, is $231,000. The Parties agree that the Relocation Cost Estimate is an estimate only and PSE shall be entitled to reimbursement of all actual costs incurred in or allocable to the performance of the Relocation Work. 5.2 Costs in Excess of Estimate. PSE shall use reasonable efforts to monitor its actual costs incurred during the performance of the Relocation Work, and in the event PSE determines that such costs are likely to exceed the Relocation Cost Estimate by more than twenty percent (20 PSE shall so notify the Government Entity in writing. In such event PSE may, at its discretion, suspend performance the Relocation Work and PSE shall not be obligated to continue with performance of any Relocation Work unless and until PSE receives the Government Entity's written acceptance of PSE's revised Relocation Cost Estimate and written notice to proceed with the Relocation Work. In the event PSE does not receive such acceptance and notice from the Government Entity within ten (10) working days from the date of PSE's notice, then PSE may, at its discretion, terminate this Agreement. In the event of such termination, the Government Entity shall promptly pay PSE the amounts payable to PSE in connection with termination under Section 5.5. 5.3 Relocation Costs. The Government Entity shall be responsible for, and shall reimburse PSE for, all costs and expenses incurred by PSE in connection with the performance the Relocation Work (the "Relocation Costs For purposes of this Agreement, the Relocation Costs shall include, without limitation, any and all direct and indirect costs incurred by PSE in connection with the performance of the Relocation Work, including, but not limited to, labor, personnel, supplies, materials, overheads, contractors, consultants, attorneys and other professionals, administration and general expenses and taxes. 5.4 Statement of Costs Invoice. Within sixty (60) days of the completion of the Relocation Work, PSE shall provide the Government Entity with a statement and invoice of the actual Relocation Costs incurred by PSE. PSE shall provide, within a reasonable period after receipt of any written request from the Government Entity, such documentation and information as the Government Entity may reasonably request to verify any such invoice. 5.5 Costs Upon Termination of Agreement. In the event either Party terminates this Agreement, the Government Entity shall promptly pay PSE, the following: (a) all costs and expenses incurred by PSE in connection with the Relocation Work (including, without limitation, all Relocation Costs incurred through the date of termination and such additional costs as PSE may incur in connection with 7 4 its suspension or curtailment of the Relocation Work and the orderly termination of the Relocation Work); and (b) all costs and expenses incurred by PSE in returning and restoring the Facilities to normal and reliable commercial operations. 5.6 Payment. The Government Entity shall, within thirty (30) days after the receipt of an invoice for costs payable under this Agreement, remit to PSE payment for the full amount of the invoice. Section 6. Indemnification 6.1 Indemnification. The Government Entity releases and shall defend, indemnify and hold harmless PSE from all claims, losses, harm, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees) caused by or arising out of any negligent act or omission or willful misconduct of the Government Entity in its performance under this Agreement. PSE releases and shall defend, indemnify and hold harmless the Government Entity from all claims, losses, harm, liabilities, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees) caused by or arising out of any negligent act or omission or willful misconduct of PSE in its performance under this Agreement. During the performance of such activities employees or contractors of each Party shall at all times remain employees or contractors, respectively, that Party and shall not be, or be construed to be, employees or contractors, respectively, of the other Party. 6.2 Title 51 Waiver. Solely for purposes of enforcing the indemnification obligations of a Party under this Section 6, each Party expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, and agrees that the obligation to indemnify, defend and hold harmless provided for in this Section 6 extends to any such claim brought against the indemnified Party by or on behalf of any employee of the indemnifying Party. The foregoing waiver shall not in any way preclude the indemnifying Party from raising such immunity as a defense against any claim brought against the indemnifying Party by any of its employees. Section 7. Disclaimers and Limitation of Liability 7.1 Disclaimer. PSE makes no representations or warranties of any kind, express or implied, with respect to the Relocation Work or other items or services provided under this Agreement including, but not limited to, any implied warranty of merchantability or fitness for a particular purpose or implied warranty arising out of course of performance, course of dealing or usage of trade. 7.2 Limitation of Liability. In no event shall PSE be liable, whether in contract, warranty, tort or otherwise, to any other party or to any other person for any indirect, incidental, special or consequential damages arising out of the performance or nonperformance of the Relocation Work or this Agreement. -5- 75 Section 8. Miscellaneous 8.1 Tariffs Control. This Agreement is in all respects subject to all applicable tariffs of PSE now or hereafter in effect and on file with the WUTC. In the event of any conflict or inconsistency between any provision of this Agreement and any such tariff, the terms of the tariff shall govern and control. 8.2 Survival. Sections 2, and 4 through 8 shall survive any termination of this Agreement. Subject to the foregoing, and except as otherwise provided herein, upon and following termination of this Agreement neither Party shall have any further obligations arising under this Agreement and this Agreement shall be of no further force or effect. 8.3 Waiver. The failure of any Party to enforce or insist upon strict performance of any provision of this Agreement shall not be construed to be a waiver or relinquishment of any such provision or any other provision in that or any other instance; rather, the same shall be and remain in full force and effect. 8.4 Entire Agreement. This Agreement, including any exhibits hereto, sets forth the complete and integrated agreement of the Parties. This Agreement cannot be amended or changed except by written instrument signed by the Party to be bound thereby. 8.5 Force Majeure. In the event that either Party is prevented or delayed in the performance of any of its obligations under this Agreement by reason beyond its reasonable control (a "Force Majeure Event then that Party's performance shall be excused during the Force Majeure Event. Force Majeure Events shall include, without limitation, war; civil disturbance; storm, flood, earthquake or other Act of God; storm, earthquake or other condition which necessitates the mobilization of the personnel of a Party or its contractors to restore utility service to customers; laws, regulations, rules or orders of any governmental agency; sabotage; strikes or similar labor disputes involving personnel of a Party, its contractors or a third party; or any failure or delay in the performance by the other Party, or a third party who is not an employee, agent or contractor of the Party claiming a force Majeure Event, in connection with the Relocation Work or this Agreement. Upon removal or termination of the Force Majeure Event, the Party claiming a Force Majeure Event shall promptly perform the affected obligation in an orderly and expedited manner under this Agreement or procure a substitute for such obligation. The Parties shall use all commercially reasonable efforts to eliminate or minimize any delay cause by a Force Majeure Event. 8.6 Enforceability. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. 8.7 Notice. Any notice, request, approval, consent, order, instruction, direction or other communication under this Agreement given by either Party to the other Party shall be in writing and shall be delivered in person to an authorized representative or mailed, properly addressed and stamped with the required postage, to the intended recipient at the address and 7 6 to the attention of the person specified below the Parties' respective signatures on this Agreement. Either Party may from time to time change such address by giving the other Party notice of such change in accordance with this section. 8.8 Governing Law. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of Washington. This Agreement shall be fully binding upon the Parties and their respective successors, assigns and legal representatives. In witness whereof, the Parties have executed this Agreement as of the date set forth above. PSE: Government Entity: Puget Sound Energy, Inc. City of Tukwila By By Its Its Address: Address: Attn: Attn: Date: Date: Job Number: Job Number: City Attorney -7- 77 78 EXHIBIT A FACILITIES AND EXISTING OPERATING RIGHTS: 1. Switch Cabinet, adjacent splice vault, nearby splice vault to the south, and associated cable and conduit located at the NE corner of Southcenter Parkway and Strander. These facilitites are located on a private easement, described as AF# 8101070484 rectangular(ish) shaped easement in the SW corner of the Westfield Mall property (920247- 0010) which covers V06, V07, V08 and V09 on PSE's design. 2. Cable and conduit in conflict with future wall that feeds South Center Mall 3. Vault located in the property frontage area of Double Tree and Legacy Partners. The vault is located on private easement, described as AF# 6376189 5' strip for UG electric (modified version of AF# 6320873) on the Legacy Partners and DoubleTree properties (262304 -9021 and 643730 -0020) Also see: AF# 7908210822 covers the west 15' and the south 15' of the Legacy Partners property (262304 -9021 -8- 79 EXHIBIT B RELOCATION WORK 1. PSE to relocate switch located in NE Corner of Southcenter Parkway and Strander as described in Exhibit A. The work to include the following: The associated switch and vault will be relocated within the existing easement to avoid conflict with the new wall. An existing distribution vault will be eliminated. The large pulling vault adjacent to the switch being relocated will remain in place. However, the existing vault will need to be modified to accommodate the city's new roadway improvements, including a traffic bearing lid and additional riser(s). Cables served from the switch to be relocated will also need to be relocated deeper to go under a new retaining wall. Feeder cables serving the Westfield Mall will need to be relocated deeper to go under a new retaining wall. PSE will install a new splice vault in the existing easement to intercept cables. This will also help reduce outage time and cost to the project. 2. PSE to relocate vault located at Double Tree and Legacy Partners Property frontage as described in Exhibit A. The work to include the following: The existing vault will be relocated to the east within the existing PSE easement. The easement also contains underground primary high voltage cables and conduit. Bollards will be installed to protect equipment and operational clearances around the existing vault located further east in an existing landscaped area. The vault will be located in a parking area after the existing parking is reconfigured to accommodate the city's project. 3. Work in both sections are assumed to be straight time work, site accessable and available for continuous work, and sod removed from easements. No flagging is assumed for work at the vault near the Double Tree Hotel. 8 0 -9- Transportation Committee Minutes February 22. 2010 Page 2 O Overview of the critical paths of work o Review of two utility conflicts, and attempt to resolve prior to start of project Plans for public outreach (includes project website) Staff has already met with Mall retailers and has another retail meeting scheduled for March 1. Committee Member Seal commented that when in Olympia last week, Councilmembers provided project information to state representatives. INFORMATION ONLY. C. Tukwila Urban Center Access (Klickitat) Proiect Puget Sound Energy Relocation Agreement Staff is seeking Council approval of a facility relocation agreement with Puget Sound Energy (PSE) in an amount not to exceed $231,000 for the Tukwila Urban Center Access project. Through work with the project's design consultant, HNTB, staff has identified two utility conflicts that could significantly affect the project completion timeline. These conflicts, as identified below, will need to 4 be resolved prior to the beginning work on the construction wall adjacent to Strander Boulevard as well as the roadway widening. Since these conflicts are located on utility easements, the relocation services are not included in the City's franchise agreement with PSE. 1. Relocation of PSE switch cabinet that conflicts with wall construction 2. Relocation of a PSE vault that will cause uneven grading The funding for this relocation will come from the project budget as outlined in the 2011 CIP. UNANIMOUS APPROVAL. FORWARD TO FEBRUARY 28 COW FOR DISCUSSION. D. Strander Boulevard Extension Phase II: Interlocal Agreement with City of Renton, BNSF Agreement and BNSF Assignment Agreement Staff is seeking Council approval for three items related to the planning, design, land acquisition and construction of Phase II of the SW 27 /Strander Boulevard Extension project between West Valley Highway and Oakesdale Avenue South. The City of Renton is in the process of extending the above roadway for vehicular traffic between the two cities. Phase II includes a Burlington Northern Santa Fe (BNSF) bridge over a Strander Boulevard undercrossing. Timely processing of agreements below is critical to the obligation of federal project funds. Interlocal Agreement Between the Cities of Renton and Tukwila The previous interlocal agreement between the cities has been terminated, as it dealt largely with the relocation of existing railroad tracks. The new agreement will allow the City of Renton to construct improvements, as related to the BNSF Bridge within the City of Tukwila's right -of -way. The new agreement does not require funding from the City of Tukwila. UNANIMOUS APPROVAL. FORWARD TO FEBRUARY 28 COW FOR DISCUSSION. Underpass Agreement Between the City of Tukwila and BNSF This agreement negotiated between the City of Tukwila and BNSF outlines the scope of work and obligations related to the construction and eventual use of the Strander Boulevard Underpass. It also includes an easement agreement as the underpass is located within Tukwila city limits. UNANIMOUS APPROVAL. FORWARD TO FEBRUARY 28 COW FOR DISCUSSION. Assignment Agreement Between the Cities of Renton. Tukwila and the BNSF The City of Tukwila has negotiated an agreement with BNSF for the construction and maintenance of the Strander Boulevard Underpass (see above discussion). Tukwila desires to reassign this agreement to Renton, and Renton agrees to accept the agreement's rights and responsibilities; additionally, BNSF is also in agreement. Re- assignment of this agreement obligates Renton as the responsible party for all fees, maintenance, construction and /or repairs associated with the bridge. As the project sponsor, the execution of the assignment agreement is logical and represents best practices. UNANIMOUS APPROVAL. FORWARD TO FEBRUARY 28 COW FOR DISCUSSION. 81 82