09-0630_EEI GEOTECHNICAL & ENVIRONMENTAL SOLUTIONS_Personal Services AgreementPERSONAL SERVICES AGREEMENT
THIS AGREEMENT is made, entered into, and shall become effective this day
of , 2009, by and between the City of San Juan Capistrano (hereinafter referred to
a e "City") and EEI Geotechnical & Environmental Solutions (hereinafter referred to as
the "Consultant").
RECITALS:
WHEREAS, City desires to retain the services of Consultant regarding the City's
proposal for Phase I Environmental Site Assessment at Rancho Mission Viejo, Ortega
Gateway Parcels 7 and 8, APN 125-172-07 and 125-172-17, San Juan Capistrano, CA;
and
WHEREAS, Consultant is qualified by virtue of experience, training, education and
expertise to accomplish such services.
NOW, THEREFORE, City and Consultant mutually agree as follows:
Section 1. Scope of Work.
The scope of work to be performed by Consultant shall consist of those tasks as set
forth in Exhibit 'A" attached and incorporated herein by reference. To the extent that there
are any conflicts between the provisions described in Exhibit "A" and those provisions
contained within this Agreement, the provisions in this Agreement shall control.
Section 2. Term.
This Agreement shall commence on the effective date and shall terminate, and all
services required hereunder shall be completed, no later than July 21, 2009.
Section 3. Compensation.
3.1 Amount.
Total compensation for the services hereunder shall not exceed $4,500.00 as set
forth in Exhibit 'A" attached and incorporated herein by reference.
3.2 Method of Payment.
Subject to Section 3.1, Consultant shall submit monthly invoices based on
total services which have been satisfactorily completed for such monthly period. The City
will pay monthly progress payments based on approved invoices in accordance with this
Section.
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3.3 Records of Expenses.
Consultant shall keep complete and accurate records of all costs and
expenses incidental to services covered by this Agreement. These records will be made
available at reasonable times to City.
Section 4. Independent Contractor.
It is agreed that Consultant shall act and be an independent contractor and not an
agent or employee of City, and shall obtain no rights to any benefits which accrue to City's
employees.
Section 5. Limitations Upon Subcontractina and Assignment.
The experience, knowledge, capability and reputation of Consultant, its principals
and employees were a substantial inducement for City to enter into this Agreement.
Consultant shall not contract with any other entity to perform the services required without
written approval of the City. This Agreement may not be assigned, voluntarily or by
operation of law, without the prior written approval of the City. If Consultant is permitted to
subcontract any part of this Agreement by City, Consultant shall be responsible to City for
the acts and omissions of its subcontractor as it is for persons directly employed. Nothing
contained in this Agreement shall create any contractual relationships between any
subcontractor and City. All persons engaged in the work will be considered employees of
Consultant. City will deal directly with and will make all payments to Consultant.
Section 6. Chances to Scope of Work.
For extra work not part of this Agreement, a written authorization from City is
required prior to Consultant undertaking any extra work. In the event of a change in the
Scope of Work provided for in the contract documents as requested by the City, the Parties
hereto shall execute an addendum to this Agreement setting forth with particularity all
terms of the new agreement, including but not limited to any additional Consultant's fees.
Section 7. Familiarity with Work and/or Construction Site.
By executing this Agreement, Consultant warrants that: (1) it has investigated the
work to be performed; (2) if applicable, it has investigated the work site(s), and is aware of
all conditions there; and (3) it understands the facilities, difficulties and restrictions of the
work to be performed under this Agreement. Should Consultant discover any latent or
unknown conditions materially differing from those inherent in the work or as represented
by City, it shall immediately inform the City of this and shall not proceed with further work
under this Agreement until written instructions are received from the City.
Section 8. Time of Essence.
Time is of the essence in the performance of this Agreement.
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Section 9. Compliance with Law; E -Verify.
9.1. Compliance with Law.
Consultant shall comply with all applicable laws, ordinances, codes and regulations
of federal, state and local government.
9.2. E -Verify.
If Consultant is not already enrolled in the U.S. Department of Homeland Security's
E -Verify program, Consultant shall enroll in the E -Verify program within fifteen days of the
effective date of this Agreement to verify the employment authorization of new employees
assigned to perform work hereunder. Consultant shall verify employment authorization
within three days of hiring a new employee to perform work under this Agreement.
Information pertaining to the E -Verify program can be found at http://www.uscis.aov, or
access the registration page at https://www.vis-dhs.com/emploverre-gistration. Consultant
shall certify its registration with E -Verify and provide its registration number within sixteen
days of the effective date of this Agreement. Failure to provide certification will result in
withholding payment until full compliance is demonstrated.#�SQgv
Section 10. Conflicts of Interest.
Consultant covenants that it presently has no interest and shall not acquire any
interest, direct or indirect, which would conflict in any manner or degree with the
performance of the services contemplated by this Agreement. No person having such
interest shall be employed by or associated with Consultant.
Section 11. Copies of Work Product.
At the completion of the work, Consultant shall have delivered to City at least one
(1) copy of any final reports and/or notes or drawings containing Consultant's findings,
conclusions, and recommendations with any supporting documentation. All reports
submitted to the City shall be in reproducible format, or in the format otherwise approved
by the City in writing.
Section 12. Ownership of Documents.
All reports, information, data and exhibits prepared or assembled by Consultant in
connection with the performance of its services pursuant to this Agreement are confidential
to the extent permitted by law, and Consultant agrees that they shall not be made available
to any individual or organization without prior written consent of the City. All such reports,
information, data, and exhibits shall be the property of the City and shall be delivered to the
City upon demand without additional costs or expense to the City. The City acknowledges
such documents are instruments of Consultant's professional services.
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Section 13. Indemnity.
To the fullest extent permitted by law, Consultant agrees to protect, defend, and
hold harmless the City and its elective and appointive boards, officers, agents, and
employees from any and all claims, liabilities, expenses, or damages of any nature,
including attorneys' fees, for injury or death of any person, or damages of any nature,
including interference with use of property, arising out of, or in anyway connected with the
negligence, recklessness and/or intentional wrongful conduct of Consultant, Consultant's
agents, officers, employees, subcontractors, or independent contractors hired by
Consultant in the performance of the Agreement. The only exception to Consultant's
responsibility to protect, defend, and hold harmless the City, is due to the negligence,
recklessness and/or wrongful conduct of the City, or any of its elective or appointive
boards, officers, agents, or employees.
This hold harmless agreement shall apply to all liability regardless of whether any
insurance policies are applicable. The policy limits do not act as a limitation upon the
amount of indemnification to be provided by Consultant.
Section 14. Insurance.
On or before beginning any of the services or work called for by any term of this
Agreement, Consultant, at its own cost and expense, shall carry, maintain for the duration
of the agreement, and provide proof thereof that is acceptable to the City, the insurance
specified below with insurers and under forms of insurance satisfactory in all respects to
the City. Consultant shall not allow any subcontractor to commence work on any
subcontract until all insurance required of the Consultant has also been obtained for the
subcontractor. Insurance required herein shall be provided by Insurers in good standing
with the State of California and having a minimum Best's Guide Rating of A- Class VII or
better.
14.1 Comprehensive General Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive General Liability coverage in an amount not less than one
million dollars per occurrence ($1,000,000.00), combined single limit coverage for risks
associated with the work contemplated by this agreement. If a Commercial General
Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the work to be performed under this
agreement or the general aggregate limit shall be at least twice the required occurrence
limit.
14.2 Comprehensive Automobile Liability.
Throughout the term of this Agreement, Consultant shall maintain in full force
and effect Comprehensive Automobile Liability coverage, including owned, hired and non -
owned vehicles in an amount not less than one million dollars per occurrence
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($1,000,000.00).
14.3 Worker's Compensation.
If Consultant intends to employ employees to perform services under this
Agreement, Consultant shall obtain and maintain, during the term of this Agreement,
Worker's Compensation Employer's Liability Insurance in the statutory amount as required
by state law.
14.4 Proof of Insurance Requirements/Endorsement.
Prior to beginning any work under this Agreement, Consultant shall submit
the insurance certificates, including the deductible or self -retention amount, and an
additional insured endorsement naming City, its officers, employees, agents, and
volunteers as additional insureds as respects each of the following: Liability arising out of
activities performed by or on behalf of Consultant, including the insured's general
supervision of Consultant; products and completed operations of Consultant; premises
owned, occupied or used by Consultant; or automobiles owned, leased, hired, or borrowed
by Consultant. The coverage shall contain no special limitations on the scope of protection
afforded City, its officers, employees, agents, or volunteers.
14.5 Errors and Omissions Coverage [FOR PROFESSIONSIWORK
EXCLUDED FROM GENERAL LIABILITY]
Throughout the term of this Agreement, Consultant shall maintain Errors and
Omissions Coverage (professional liability coverage) in an amount of not less than One
Million Dollars ($1,000,000). Priorto beginning anywork under this Agreement, Consultant
shall submit an insurance certificate to the City's General Counsel for certification that the
insurance requirements of this Agreement have been satisfied.
14.6 Notice of Cancellation/Termination of Insurance.
The above policy/policies shall not terminate, nor shall they be cancelled, nor
the coverages reduced, until after thirty (30) days' written notice is given to City, except that
ten (10) days' notice shall be given if there is a cancellation due to failure to pay a
premium.
14.7 Terms of Compensation.
Consultant shall not receive any compensation until all insurance provisions
have been satisfied.
14.8 Notice to Proceed.
Consultant shall not proceed with any work under this Agreement until the
City has issued a written "Notice to Proceed" verifying that Consultant has complied with all
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insurance requirements of this Agreement.
Section 15. Termination.
City shall have the right to terminate this Agreement without cause by giving thirty
(30) days' advance written notice of termination to Consultant.
In addition, this Agreement may be terminated by any party for cause by providing
ten (10) days' notice to the other party of a material breach of contract. If the other party
does not cure the breach of contract, then the agreement may be terminated subsequent
to the ten (10) day cure period.
Section 16. Notice.
All notices shall be personally delivered or mailed to the below listed addresses, or
to such other addresses as may be designated by written notice. These addresses shall
be used for delivery of service of process:
To City: City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Attn: Cindy Russell
To Consultant: Bernard Sentianin, CPG, RG, REA
2195 Faraday Avenue, Ste. K
Carlsbad, CA 92008
Section 17. Attorneys' Fees.
If any action at law or in equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reasonable attorneys' fees, costs and
necessary disbursements in addition to any other relief to which he may be entitled.
Section 18. Dispute Resolution.
In the event of a dispute arising between the parties regarding performance or
interpretation of this Agreement, the dispute shall be resolved by binding arbitration under
the auspices of the Judicial Arbitration and Mediation Service ("JAMS").
Section 19. Entire Agreement.
This Agreement constitutes the entire understanding and agreement between the
parties and supersedes all previous negotiations between them pertaining to the subject
matter thereof.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
CITY OF SAN JUAN CAPISTRANO
By: 0411�14= vm-�
Dave Adams, City Manager
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APPROVED AS TO FORM:
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City Attorney
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June 18, 2009
Cynthia L. Russell
Assistant City Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Subject: Work Authorization/Proposal for Phase I Environmental Site Assessment
Rancho Mission Viejo - Ortega Gateway Parcels 7 & 8
APN 125-172-07 and 125-172-17, San Juan Capistrano, California
Dear Cynthia:
EEI has prepared the following proposal/work authorization for a Phase I Environmental Site Assessment (ESA) at the subject
properties. The ESA is to be performed in general conformance with the American Society for Testing and Materials (ASTM)
StandardPractice jorEnvironmental Site Assessments: Phase IEnvironmental Site Assessment Process, designation E1527-
05. Please review the scope of services listed below and indicate your acceptance by your signature on the line provided.
Proposed scope of services:
1. Review appropriate federal, state, and local databases forknown environmental issues at your site and nearby properties.
2. Review and summarize existing reports/documentation, if any, and evaluate for potential concerns.
3. Review and summarize current and historical site usage.
3. Conduct Interviews with property owner/tenant/others to review site use history and potential concerns.
4. Perform a visual inspection of the property and surrounding area.
5. Prepare a single report which summarizes EEI's findings, conclusions, and recommendations.
The estimated cost to conduct the Phase I ESA on the subject property is 54,500. Payment in full is required upon
completion of the report. The estimated completion date is on or before July 21, 2009. Please note that this ESA does not
include testing for asbestos, radon, or lead-based paint. A User Specific Questionnaire is attached. and is required under
ASTM E1527-05. Please complete th_e_guestionnaire and forward to EEI alone with am, existing environmental reports and/or
limmary title reports, if an
If you have any questions, please contact me at (805) 987-8728.
Sincerely,
EEI
Bernard A. Sentianin, CPG, RG, REA
Principal Geologist
Attachment
Accepted by:
City of San Juan Capistrano. (Client) Date
2195 Faraday Avenue, Suite K, Carlsbad, CA 92008 Phone: (760) 431-3747 Fax: (760) 431-3748 www.eeipgerxom
EXHIBIT A
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EEI
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June 18, 2009
Cynthia L. Russell
Assistant City Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Subject: Work Authorization/Proposal for Phase I Environmental Site Assessment
Rancho Mission Viejo - Ortega Gateway Parcels 7 & 8
APN 125-172-07 and 125-172-17, San Juan Capistrano, California
Dear Cynthia:
EEI has prepared the following proposal/work authorization for a Phase I Environmental Site Assessment (ESA) at the subject
properties. The ESA is to be performed in general conformance with the American Society for Testing and Materials (ASTM)
Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process, designation El 527-
05. Please review the scope of services listed below and indicate your acceptance by your signature on the line provided.
Proposed scope of services:
1. Review appropriate federal, state, and local databases for known environmental issues at your site and nearby properties.
2. Review and summarize existing reports/documentation, if any, and evaluate for potential concerns.
3. Review and summarize current and historical site usage.
3. Conduct Interviews with property owner/tenant/others to review site use history and potential concerns.
4. Perforin a visual inspection of the property and surrounding area.
5. Prepare a single report which summarizes EEI's findings, conclusions, and recommendations.
The estimated cost to conduct the Phase I ESA on the subject property is $4,500. Payment in full is required upon
completion of the report. The estimated completion date is on or before July 21, 2009. Please note that this ESA does not
include testing for asbestos, radon, or lead-based paint. A User Specific Ouestionnaire is attached, and is required under
ASTM E 1527-05. Please complete the questionnaire and forward to EEI along with anv existing environmental retorts and/or
reliminary title reports. if an
If you have any questions, please contact me at (805) 987-8728.
Sincerely,
EEI
Bernard A. Sentianin, CPG, RG, REA
Principal Geologist
Attachment
Accepted by:
i3A67
40ty Juan Capistrano. ((� ient) Date
2195 Faraday Avenue, Suite R, Carlsbad, CA 92008 Phone: (760) 431-3747 Far: (760) 431-3748 www.eeitigecwm
EEI
Geotet"CW aF !=Mm SduUW6
June 16, 2009
CONFLICT OF INTEREST WAIVER FORM.
EEI has been asked us to represent Rancho Mission Viejo (the Ranch) and the City of San Juan Capistrano (the
City) jointly in connection with the Phase I Environmental Site Assessment to be performed on Parcels 7 and 8, of
that Ranch property located at the southwest corner of Ortega Highway and La Pata Avenue, in San Juan
Capistrano, California. We would be pleased to do so, subject to the following understandings.
Although the interests of the Ranch and the City in this matter are generally consistent, it is recognized and
understood that differences may exist or become evident during the course of our representation.
Notwithstanding these possibilities, the Ranch and the City, have determined that it is in their individual and
mutual interests to have EEI represent them jointly in connection with this matter.
Accordingly, this confirms agreement of the Ranch and the City that we may represent them jointly in connection
with the above-described matter. This will also confirm that the Ranch and the City have each agreed to waive
any conflict of interest arising out of, and that you will not object to, our representation of each other in the matter
described herein.
It is further understood and agreed that we may freely convey necessary information provided to us by one client
to the other, and that there will be no secrets as between the Ranch and the City unless both ofyou expressly agree
to the contrary.
ACKNOWLEDGEMENT AND CONSENT
RMV AS AGENT & MANAGER FOR
RMV COM EVELOPMENT LLC
BY: y L
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CITY!4F
SAN JUAN CAPIS RANO
BY:
ITS:
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EEI
BY:
ITS:, VtLI ��1 �rl`��T�
424-C Amcill Road Caman7lo, CA 93010 Phone: (s85) 987-8728 F.:(805)987-0758 a ma,7: bsentienm(aleeitiem.c
• 0 6/30/2009
AGENDA REPORT BZ
TO: Dave Adams, City Manager/"
FROM: Cindy Russell, Assistant City Manager
SUBJECT: Consideration of Authorization for the City Attorney to Approve a Conflict
of Interest Waiver in Connection with a Phase I Environmental Site
Assessment Related to the Potential Acquisition of Real Property
Generally Located West of La Pata and South of Ortega Highway,
(Environmental Equalizers, Inc. (EEI))
RECOMMENDATION:
By motion, authorize the City Attorney to approve a conflict of interest waiver in
connection with a Phase I Environmental Assessment for work to be performed by
Environmental Equalizers, Inc. (EEI) relating to the potential acquisition of real property
generally located west of La Pata and south of Ortega Highway
SITUATION:
As part of the on-going open space preservation activities, the City is considering an
offer from the RMV Community Development, LLC to acquire APN # 127-512-07 and
125-172-17, located west of La Pata and south of Ortega Highway.
As part of its due diligence, the City is conducting a Phase I Environmental Assessment
of the property. Staff has engaged EEI to conduct the assessment since they have
performed this work for RMV in the past on this property and can provide a quick turn-
around on the report at a cost-effective price.
The contract is within the limits to be approved by the City Manager, however a conflict
of interest waiver needs to be authorized by the City Council in order to engage the firm.
The City's soils consultant will provide a third party review of the report received from
EEI.
Staff recommends the City Council authorize the City Attorney to review and approve
the conflict of interest waiver in connection with the EEI agreement relating to this
acquisition.
COMMISSION/BOARD REVIEW AND RECOMMENDATIONS:
Not Applicable
Agenda Report • 0
Page 2 June 30, 2009
FINANCIAL CONSIDERATIONS:
The cost of the agreement with EEI is $4,500. Staff is currently determining the cost of
the third party review and will provide the information for City Council at the time of the
meeting. Funds are available in acct# 01-10100-62409-00000-000 to cover this cost.
NOTIFICATION:
EEI, Attn: Bernard A. Sentianin, CPG, RG, REA
Rancho Mission Viejo
RECOMMENDATION:
By motion, authorize the City Attorney to approve a conflict of interest waiver in
connection with a Phase I Environmental Assessment for work to be performed by
Environmental Equalizers, Inc. (EEI) relating to the potential acquisition of real property
generally located west of La Pata and south of Ortega Highway
Respectfully submitted,
CindyR sell
Assistant City Manager
32460 PASEO AOELANTO
SAN JUAN CAPISTRANO, CA 92675
{9491 493 1171
(949) 493.1653 FAX
349b'tYSftYljt3ltY!#'q�7fS1Y[ill0.ni�
C1
NOTIFICATION OF MEETING OF POTENTIAL INTEREST
OF THE SAN JUAN CAPISTRANO CITY COUNCIL
M «.
3AMALLEVATO
LAURAFREESE
THOWLS W. HRIDAR
M4RX NELSEN
DR LONDRES USO
The City Council of San Juan Capistrano will meet at 4:00 p.m. on Tuesday, June 30, 2009
in the City Council Chamber in City Hall, to consider: "Consideration of Authorization
for the City Attorney to Approve a Conflict of Interest Waiver in Connection with a
Phase I Environmental Site Assessment Related to the Potential Acquisition of Real
Property Generally Located West of La Pata and South of Ortega Highway,
(Environmental Equalizers, Inc (EEI))" — Item No. B2.
If you have specific thoughts or concerns regarding this item, you are encouraged to
participate in this decision making process. You can communicate with the City Council
through correspondence addressed to the Council and/or by attending the meeting and
speaking to the Council during the public meeting.
Correspondence related to this item must be received at the City Clerk's office by 5:00 p.m.
on Monday, June 29, 2009 to allow time for the Council to consider its content.
If you would like to speak at the meeting, please complete a yellow "Request to Speak"
form found inside the entrance to the Council Chamber. This form is turned in at the staff
table, just in front of the Council dais. You will be called to speak by the Mayor when the
item is considered.
You have received this notice at. the request of the City staff member Cindy Russell,
Assistant City Manager. You may contact that staff member at (949) 443-6301 with any
questions.
The agenda, including agenda reports, is available to you on our web site:
www.sanmuancaoistrano.orq. If you would like to subscribe to receive a notice when
agendas are posted to the web site, please make that request by sending an e-mail to:
citvclerk aasanivancapistrano.org.
Meg Monahan, MMC
City Clerk
cc: Bernard Sentianin, CPG, RG, REA
Son Jung Celpistranr. P11"serving the Pow to fnharree the f name
Today's Date 3/20/08 0
CIP No. (if any):
i
CONTRACT TRANSMITTAL
Transmittal Routing
(Check All That Apply)
® City Attorney
® City Manager
® City Clerk
Project Manager's Last Name: Cindy Russell Phone Extension: -6301
Council or CRA Meeting Date (if applicable):
APPROVING AUTHORITY: (Check One)
X Mayor
❑ CRA Chair
City Manager
Provide (1) executed original contract for each signing party, including the City. If the agreement is to be
recorded — only (1) original will be recorded with certified copies going to other parties.
Please provide the mailing address of any party to receive an agreement — unless the mailing address is
included within the body of the agreement:
OTHER INSTRUCTIONS:
EEI Geotechnical
Form Date: 01-2004 - D-7
32400 PASEO ADELANTO
SAN JUAN CAPISTRANO, CA 92675
(949) 4931171
(949) 4931053 FAX
www.sanjuancapistrano.org
TRANSMITTAL
TO
Bernard Sentianin, CPG, RG, REA
2195 Faraday Avenue, Suite K
Carlsbad, CA 92008
DATE: July 14, 2009
II(OR IAIAIfI
• Dilnlsll! 196)
1776
MEMBERS OF THE CITY COUNCIL
FROM: Christy Jakl, Administrative Specialist, City Clerk's Office (949) 443-6310
SAM ALLEVATO
LAURA FREESE
THOMAS W. HRIBAR
MARK NIELSEN
DR. LONDRES USO
RE: Personal Services Agreement — Environmental Site Assessment at Rancho Mission Viejo
Thank you for providing documentation confirming compliance with the terms of the agreement
related to insurance.
Please keep in mind this documentation must remain current with our office during the term of
this agreement. If you have questions related to insurance requirements, please call me at
(949) 443-6310.
If you have questions concerning the agreement, please contact Cathy Salcedo, Senior
Executive Assistant at (949) 443-6317.
An original agreement is enclosed for your records.
Cc: Cathy Salcedo, Senior Executive Assistant
San Juan Capistrano: Preserving the Past to Enhance the Future
qG printed on 100 % recydeE paper