HomeMy WebLinkAboutWalter P Moore Company/CRC/250,000/Structural Consultation PAC Walter P.Moore and Associates Inc.
Carmel Redevelopment Commission and Carmel Redevelopment Department-2014
Appropriation#902-4460807;P.O.#31771
Contract Not To Exceed$250,000
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AGREEMENT FOR PROFESSIONAL SERVICES II At
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THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by
and between the City of Carmel, Indiana, Redevelopment Commission (hereinafter "City"), and Walter P. Moore
(hereinafter°Professional").
RECITALS
WHEREAS CRC owns and is responsible for the operation and maintenance of its property, personnel,
public works and infrastructure; and
WHEREAS, from time to time, CRC needs professional assistance in fulfilling its foregoing responsibilities;
and
WHEREAS, Professional is experienced in providing and desires to provide to CRC the professional services
("Services") referenced herein; and
WHEREAS, CRC desires to engage Professional as an independent contractor for the purpose of providing
to CRC the Services referenced herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth
herein, CRC and Professional mutually agree as follows:
SECTION 1. INCORPORATION OF RECITALS
The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof.
SECTION 2. SCOPE OF SERVICES
2.1 CRC desires to engage Professional as an independent contractor for the Services set forth in attached
Exhibit A, incorporated herein by this reference.
2.2 Professional understands and agrees that CRC may, from time to time, request Professional to provide
additional or modified Services to CRC. When CRC desires additional Services from Professional, the CRC
shall notify Professional of such additional Services desired, as well as the time frame in which same are to
be provided. Only after CRC has approved Professional's time and cost estimate for the provision of such
additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in
writing, to provide such additional Services, shall such Services be provided by Professional to CRC. A copy
of the CRC's authorization documents for the purchase of additional Services shall be numbered and
attached hereto in the order in which they are approved by CRC.
2.3 Time is of the essence of this Agreement.
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Walter P. Moore and Associates Inc.
Carmel Redevelopment Commission and Carmel Redevelopment Department-2014
Appropriation#902-4460807;P.O.#31771
Contract Not To Exceed$250,000
SECTION 3. CRC 'S RESPONSIBILITIES
3.1 CRC shall provide such information as is reasonably necessary for Professional to understand the Services
requested.
3.2 CRC shall provide all data required for provision of Services. Professional may assume that all data so
provided is correct and complete.
3.3. CRC shall arrange for Professional to enter upon public and private property as reasonably required for
Professional to perform the Services.
3.4 CRC shall designate payment of the Services from appropriate CRC budget appropriation number 4460807
funds.
3.5 CRC shall designate its Executive Director or his duly authorized representative to act on CRC's behalf on all
matters regarding the Services.
SECTION 4. PROFESSIONALS RESPONSIBILITIES
4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable
time and cost estimate.
4.2 Professional shall coordinate with CRC its performance of the Services.
4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful
standards as accepted in the industry.
SECTION 5. COMPENSATION
5.1 Professional estimates that the total price for the Services to be provided to CRC hereunder shall be no more
than Two Hundred Fifty Thousand Dollars ($250,000) (the "Estimate"). Professional shall submit an invoice
to CRC no more than once every thirty (30) days for Services provided CRC during the time period
encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that
contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this
reference. CRC shall pay Professional for all undisputed Services rendered and stated on such invoice within
sixty (60) days from the date of CRC's receipt of same.
5.2 Professional agrees not to provide any Services to CRC that would cause the total cost of same to exceed
the Estimate, without CRC's prior written consent.
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Walter P.Moore and Associates Inc.
Carmel Redevelopment Commission and Carmel Redevelopment Department-2014
Appropriation#902-4460807;P.O.#31771
Contract Not To Exceed $250,000
SECTION 6. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1
hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2014, and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
SECTION 7. MISCELLANEOUS
7.1 Termination.
7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated
by CRC or Professional, without cause, upon thirty(30) days' notice.
7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated
by CRC, for cause, immediately upon Professional's receipt of CRC's"Notice To Cease Services."
7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation
hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of
the date of termination that are not in dispute, except that such payment amount shall not exceed
the Estimate. Disputed compensation amounts shall be resolved as allowed by law.
7.2 Binding Effect.
CRC and Professional, and their respective officers, officials, agents, partners and successors in interest
are bound to the other as to all Agreement terms, conditions and obligations.
7.3 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties
hereto.
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor
any of its agents, employees or contractors are CRC employees. Professional shall have the sole
responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other
benefits and/or obligations as they become due. Professional hereby warrants and indemnifies CRC for and
from any and all costs, fees, expenses and/or damages incurred by CRC as a result of any claim for wages,
benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject
matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement.
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Walter P. Moore and Associates Inc.
Carmel Redevelopment Commission and Carmel Redevelopment Department-2014
Appropriation#902-4460807;P.O.#31771
Contract Not To Exceed$250,000
7.5 Insurance.
Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such
insurance as is necessary for the protection of CRC and Professional from all claims under workers'
compensation, occupational disease and/or unemployment compensation acts, because of errors and
omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or
death of any of Professional's employees, agents or contractors and/or because of any injury to or
destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage
amounts shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall
not be canceled without thirty(30) days'prior written notice to CRC.
7.6 Liens.
Professional shall not cause or permit the filing of any lien on any of CRC's property. In the event such a lien
is filed and Professional fails to remove it within ten (10)days after the date of filing, CRC shall have the right
to pay or bond over such lien at Professional's sole cost and expense.
7.7 Default.
In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to
make progress so as to endanger timely and proper completion of the Services and does not correct such
failure or breach within five (5) business days after receipt of notice from CRC specifying same; or (d)
becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for
the benefit of creditors or dissolves, each such event constituting an event of default hereunder, CRC shall
have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise
any other rights or remedies available to it at law or in equity.
7.8 Government Compliance.
Professional agrees to comply with all laws, executive orders, rules and regulations applicable to
Professional's performance of its obligations under this Agreement, all relevant provisions of which being
hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and
certifications valid and current, and to indemnify and hold harmless CRC from any and all losses, damages,
costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This
indemnification obligation shall survive the termination of this Agreement.
7.9 Indemnification.
Professional shall, to the fullest extent allowed by law, indemnify and hold harmless CRC and its officers,
officials, and employees from all liabilities, damages and costs, including, but not limited to, court costs and
reasonable attomey fees, to the extent caused by any failure to perform its services in accordance with the
applicable standards of reasonable professional care, including intentional or negligent acts or omissions, of
Professional and/or any of its employees or subconsultants in the performance of this Agreement. This
indemnification obligation shall survive the termination of this Agreement. However, Professional shall not be
obligated to indemnify CRC or its officers, officials and employees for any portion of such liabilities, damages
and costs that is attributable to its or their own negligence or actionable fault.
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Walter P.Moore and Associates Inc.
Carmel Redevelopment Commission and Carmel Redevelopment Department-2014
Appropriation#902-4460807;P.O.#31771
Contract Not To Exceed$250,000
7.10 Discrimination Prohibition.
Consistent with Indiana Code 5-16-6-1, Professional and each of its employees, agents and contractors shall
comply with all existing and future laws prohibiting discrimination against any employee, applicant for
employment and/or other person in the subcontracting of work and/or in the performance of any Services
contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or
any matter directly or indirectly related to employment, subcontracting or work performance hereunder
because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or
Vietnam era veteran status,This indemnification obligation shall survive the termination of this Agreement.
7.11 E-Verify
Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its
newly-hired employees using the E-Verify program, if it has not already done so as of the date of this
Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit D,
which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-verify program, and
(ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by
reference, and in its entirety, attached Exhibit D. In support of the Affidavit, Professional shall provide the
CRC with documentation that it has enrolled and is participating in the E-Verify program. This Agreement
shall not take effect until said Affidavit is signed by Professional and delivered to the CRC's authorized
representative.
Should Professional subcontract for the performance of any work under this Addendum, the Professional
shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ
or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-
verify program. Professional shall maintain a copy of such certification for the duration of the term of any
subcontract. Professional shall also deliver a copy of the certification to the CRC within seven (7) days of the
effective date of the subcontract.
If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized
aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently
learns is an unauthorized alien, Professional shall terminate the employment of or contract with the
unauthorized alien within thirty (30) days ("Cure Period). Should the Professional or any subcontractor of
Professional fail to cure within the Cure Period, the CRC has the right to terminate this Agreement without
consequence.
The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist.
7.12 Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent
jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate
independently of same shall continue in full force and effect.
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Walter P. Moore and Associates Inc.
Carmel Redevelopment Commission and Carmel Redevelopment Department-2014
Appropriation#902-4460807;P.O.#31771
Contract Not To Exceed$250,000
7.13 Notice.
Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement
shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested,
addressed to the parties as follows:
CRC:
Carmel Redevelopment Commission Douglas C. Haney
30 West Main Street, Suite 220 Carmel City Attorney
Carmel, Indiana 46032 One Civic Square
ATTENTION: Corrie Meyer Carmel, Indiana 46032
PROFESSIONAL:
Walter P. Moore and Associates Inc.
1301 McKinney, Suite 1100
Houston, TX 77010
713-630-7300
ATTENTION: Dilip Choudhuri
Notwithstanding the above, CRC may orally provide to Professional any notice required or permitted by this
Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10)
business days from the date of such oral notice.
7.14 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties
hereto executes same.
7.15 Goveminq Law; Lawsuits.
This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana,
except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel,
Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial
they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree
that such court is the appropriate venue for and has jurisdiction over same.
7.16 Waiver.
Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder
or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of
such party to require such performance at any time thereafter.
7.17 Non-Assignment.
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without CRC's
prior written consent. L'
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Walter P.Moore and Associates Inc.
Carmel Redevelopment Commission and Carmel Redevelopment Department-2014
Appropriation#902-4460807;P.O.#31771
Contract Not To Exceed$250,000
7.18 Entire Agreement.
This Agreement contains the entire agreement of and between the parties hereto with respect to the subject
matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter,
written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to
or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective
successors in interest. To the extent any provision contained in this Agreement conflicts with any provision
contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail.
7.19 Representation and Warranties.
Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any
person or entity executing this Agreement on behalf of such party has the authority to bind such party or the
party which they represent, as the case may be.
7.20 Headings.
All headings and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
7.21 Advice of Counsel.
The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to
obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely,
voluntarily, and without any duress, undue influence or coercion.
7.22 Copyright.
CRC acknowledges that various materials which may be used and/or generated by Professional in
performance of Services, including forms, job description formats, comprehensive position questionnaire,
compensation and classification plan and reports are copyrighted. CRC agrees that all ownership rights and
copyrights thereto lie with Professional, and CRC will use them solely for and on behalf of its own operations.
CRC agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use,
copying, protection and security of Professional's property.
7.23 Personnel.
Professional represents that it has, or will secure at its own expense, all personnel required in performing the
services under this Agreement. Such personnel shall not be employees of or have any contractual
relationship with CRC. All of the services required hereunder will be performed by Professional or under his
supervision and all personnel engaged in the work shall be fully qualified to perform such services.
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Walter P. Moore and Associates Inc.
Carmel Redevelopment Commission and Carmel Redevelopment Department-2014
Appropriation#902-4460807;P.O. #31771
Contract Not To Exceed$250,000
7.24 Records and Inspections
Professional shall maintain full and accurate records with respect to all matters covered under this
agreement for three (3) years after the expiration or early termination of this agreement. CRC shall have free
access at all proper times to such records and the right to examine and audit the same and to make
transcripts there from, and to inspect all program data, documents, proceedings and activities.
7.25 Accomplishment of Project
Professional shall commence, carry on, and complete the project with all practicable dispatch, and in
accordance with standards of reasonable professional care for similar projects, including compliance with
applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure
that the services involved are properly coordinated with related work being carried on within CRC's
organization.
7.26 Iran Certification.
Pursuant to I.C. § 5-22-16.5, the Consultant shall certify that, in signing this document, it does not engage in
investment activities within the Country of Iran.
7.27 Job Site Safety.
Neither the professional activities or the Professional, nor the presence of the Professional or its employees
and subconsultants at a construction/project site, shall relieve the general contractor of its obligations, duties
and responsibilities including, but not limited to, construction means, methods, sequence, techniques or
procedures necessary for performing, superintending and coordinating the work in accordance with the
contract documents and any health or safety precautions required by any regulatory agencies. The
Professional and its personnel have no authority to exercise any control over any construction contractor or
its employees in connection with their work or any health or safety programs or procedures.
7.28 Mediation
In an effort to resolve any conflicts that arise during the design and construction of the Project or following
the completion of the Project, the CRC and the Professional agree that all disputes between them arising out
of or relating to the Agreement or the Project shall be submitted to nonbinding mediation unless the parties
agree otherwise. Such nonbinding mediation shall be conducted in accordance with the Indiana Rules of
Alternative Dispute Resolution.
(remainder of page intentionally left blank)
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Walter P. Moore and Associates Inc.
Carmel Redevelopment Commission and Carmel Redevelopment Department- 2014
Appropriation#902-4460807;P.O.#31771
Contract Not To Exceed$250,000
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CARMEL REDEVELOPMENT COMMISSION Walter P. Moore and Associates Inc.
BY:
0 _1\ (NA& VACCILOQ
ssistamet
William Hamm President Authorized Signature
Date: 5_ '-7.O(4
Printed Name: "Mil- M. Tyr' L-i-f -& j ,
i
/5�� �15� Title: PK( I.1G� 2A-L
( in 0 FID/TIN: 74 155- 4331
Director o Redevelopment Last Four of SSN if Sole Proprietor:
Date: ARK_ ?ro 12®I4
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WALTER P MOORE
January 1,2014
Mr.William Hammer
President
Cannel Redevelopment Commission
30 Main St
Suite 220
Carmel,IN 48032
Re: Proposal for Consulting Services
Forensics and Litigation Support
Carmel Regional Performing Arts Center(CRPAC)
Walter P Moore Proposal No.140280
Dear Mr.Hammer.
We are pleased to submit this proposal to perform engineering consulting services for the
referenced project This proposal Is for additional services under the terms and conditions in our
previous proposal.
Scope of Services
It is our understanding that you wish for Walter P Moore to provide engineering consulting
services for the above referenced matter that involves the design and construction failures for the
Carmel Regional Performing Arts Center(CRPAC)/Palladium and related matters. We will
provide ongoing forensic support services as requested by the CLIENT that are within the area of
the ENGINEER'S professional competence. In addition,we understand that our services wilt be
those of a consulting expert.
Client-Supplied Information
We understand that you will furnish us in a timely manner with full information regarding special
conditions or criteria for this case or special services needed,:and also make avallable to us all
pertinent edissng data of which you are aware.We also understand that we will be working with
your outside counsel,Rob Schein with Krieg Devault.
Fee
Due to the nature of the work,we are unable to estimate what our fee may amount to for our
services. We propose to provide the Indicated Basic Services on a time and expense basis in
accordance with the terms In ow previous proposal. Staff working on this project will be billed in
accordance to the rates in Schedule 88814-0G,attached.
For 2014 we recommend an initial budget of$250,000 be set. Walter P Moore will provide
guidance If our activity approaches that budget number and seek permission from the client
before expending any amounts that exceed the Initial budget.
1001 MCKINNEY,NMI un
HOUSTON,TEXAS 77010
An0o1.713.630.7300 PAL 713.30.7306
,NMi1YM OAISAa TAMPA AttAMA
Oi4MOO X.M.A.CITY AIMS tea Axe(lu LAI nSA' it PASO
Mnn.WAITERPMOORE.ca. Exklylt
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WALTER P MOORE
Our fee for Basic Services does not include sales tax or reimbursable expenses,as applicable.
Miscellaneous project-related out-of-pocket expenses will be reimbursed on an actual cost basis
plus 10%,as described in the attached schedules.
Our fee for any remedial design will be covered under individual proposals as those services are
requested by the CLIENT.
Additional Services
If services beyond the scope of our Basic Services are required and authorized by the Client,
they will be performed for an additional fee on a time and expense basis In accordance with the
referenced schedules.
If this letter agreement satisfactorily sets forth your understanding of our agreement,please sign
a printed copy and return it to us so that we can continue working with you on this case. We very
much appreciate the opportunity to provide these services to you.
Very truly yours,
WALTER P.MOORE AND ASSOCIATES,INC.
CeiseVoas
Dillp Choudhuri,P.E.(TX,CA)
Senior Principal/Executive Director
Diagnostics Group
cc: Rob Schein/Krieg DeVault
Mark HollandiWalter P Moore
Accepted this_day of ,2014
Company/Organization:
Authorized Signature:
Title:
Attachments:
Schedule B8814-DG:Hourly Billing Rates for Forensic Services
At
Mr.Wham Hamner Fn0898nart test
WPM Proposal 14-0180 2 of 1765
WALTER P MOORE
SCHEDULE B81:114—DO
BILLING RATE SCHEDULE
Hourly Billing Rates for Forensic Services
For engineering analysis,design,Investigations,and in-office technical consultation related to
forensic,litigation support or expert witness activity,the following rate schedule will apply:
Catwow ReW
Senior Principal $320.00
Principal $290.00
Senior Forensic Engineer/Senior Project Manager $280.00
Forensic Eng IneerfProject Manager $240.00
Senior Engineer $200.00
Engines)? $180.00
Graduate Engineer $170.00
CADD Designer $185.00
Senior CADD Technician $150.00
CADD Technician $135.00
Materials Conservator $190.00
Senior Building Envelope Consultant $250.00
Building Envelope Consultant $200.00
Senior Field Representative $1135.00
Field Representative $150.00
Senior Administrative Assistant $125.00
Administrative Assistant $115.00
Senior Technician $135.00
Technician $125.00
Senior Consultant $280.00-$380.00
Reimbursable Expenses
For surveys, project-related travel expenses, subcontracts, fees and out-of pocket material
expenses such as printing,postage,courier costs,etc.,the charges will be billed and paid at cost
plus ten percent(10%). Mileage will be charged at the prevailing federal rate of reimbursement
Note:Rates are subject to change on a yearly basis starting In January of the year.
Diagnostics Group 1/3/2014
Mt.Mem Manner Schedule 8a814-00 As"
WPM Proppme 14-C2 80 Hourty Barg Ratss
Page 3 of3
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CARMEL,INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS,
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997 SHIPPING LABELS AND ANY CORRESPONDENCE.
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SHIPPING INSTRUCTIONS • I HEREBY CERTIFY THAT WERE IS AN UNOBUGATED BALANCE IN
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•THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 TITLE 61;
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
DOCUMENT CONTROL NO. 317 71 CLERK-TREASURER
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