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10-1109_J.C. HEDEN AND ASSOCIATES, INC._Personal Services Agreementdil T IS AGREEMENT is made, entered into, and shall become effective this= day of ®tet -, 2010, by and between the San Juan Capistrano (hereinafter referred to as the "City") and J.C. Heden and Associates, Inc. (hereinafter referred to as the "Consultant"). RECITALS: WHEREAS, City desires to retain the services of Consultant regarding the City's proposal to provide civil eng ineerin deli n services for the San Juan Creek Road Utilities Extension; 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 the 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 June 30, 2011. Section 3. Compensation. , TIM.; Total compensation for the services hereunder shall not exceed $24,225, total contract amount, including all expenses, as set forth in Exhibit "B," 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. 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 the City. Invoices shall be addressed as provided for in Section 16 below. Section 4. Independent Contractor. It is agreed that Consultant shall act and be an independent contractor and not an agent or employee of the City, and shall obtain no rights to any benefits which accrue to Agency's employees. Section 5. Limitations Upon Subcontractinig and Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees were a substantial inducement for the 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 the 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. Changes 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. 2 Section 8. Time of Essence. Time is of the essence in the performance of this Agreement. 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.gov, or access the registration page at httos://e-verify.uscis.g_ov/enroll/. 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. 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. 3 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. Section 13. Indy. 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 allclaims, 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 any way 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 0 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 ($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 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). Prior to beginning any work 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. 14.6 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 insurance requirements of this Agreement. Section 16. 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: Joe Mankawich To Consultant: J.C. Heden and Associates, Inc. 6046 Cornerstone Court, Suite 207 San Diego, CA 92121-4734 Attn: Jeffery C. Heden, P.E. 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. 2 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. CITY OF SAN JUAN CAPISTRANO By: J Tait, C' y Manager APPROVED AS TO FORM: uuli)a Iv, rnr�c Omar Sand val, tfty Attorney 7 T.Tste�Tz�e� to CET�rats - �I�c�i� S®[�tBssns June 23, 2010 Mr. Joe Mankawich Associate Engineer City of San Juan Capistrano 32400 Paseo Adelanto San. Juan Capistrano, California, 92675 RE: Proposal for Engineering Services — San Juan Creek Road Utilities Extension Dear Jae: Thank you for the opportunity to allow us to propose on this utility extension project for the City of San Juan Capistrano. We specialize in municipal water, wastewater and hydraulics projects and have completed many similar pipeline projects like this one in the past. Phase 1 — Final Design Field Surveying: Research right of way (ROW) maps at County of Orange; Establish horizontal and vertical control, OCS NAD 83 and NGVD 29; Locate ROW from Camino Chico to east end of extension; Complete topography of area within ROW from Camino Chico to east end; Tie in surface features, fence and evidence of buried utilities within referenced ROW; Produce AutoCAD file of topography, ROW limits and surface features; Confirm design in field. 2. 50% Design, Set up Title/Location Map/Vicinity Map/ Engineer of Record Sheet; Set up General Notes/Abbreviations/Legend/Basis of Bearing/Benchmark Sheet; Set up Existing Plan/Profile Sheet of project from Camino Chico intersection to east end; Set up Planned Plan/Profile Sheet of project from Camino Chico intersection to east end. Set of Detail Sheet 1: Connection of proposed Potable Water to pipeline in Camino Chico; Connection of proposed Sewer to manhole in Camino Chico; Connection of proposed Non -Potable Water to pipeline in Camino Chico. Set of Detail Sheet 2: Non -Potable water service connections; Sewer Manhole details; Air/Vacuum Valve at east end of Potable Water pipeline; Potable Water fire hydrant at Station 5+00; Submit a 90% Opinion of Probable Construction Cost. 6046 Cornerstone Court, Suite 207 i- 858.232.5335 P76 Fairchild, .suite 200 r- 94937S.1992 San Diego, California 92121 wwWfcheden.com Irvine, California 92600 F- 949.864.0640 3. 90% Design: Complete 90% Complete construction drawings; Submit a 90% Opinion of Probable Construction Cost; Submit a 90% Complete set of Bidding Documents and Technical Specifications. 4. l=incl Contract Documents Signed Mylars; Stamped Bidding Documents and Technical Specifications; Final Opinion of Probable Construction Cost. 5. Services During Bidding Addenda (up to 3); RFI, RFC (up to 4 each); Pre -Bid Meeting, Bid Opening. & Services During Construction Pre -Construction Meeting; Submittals (up to 8); RFI, RFC (up to 4 each); Change Orders by Contractor (up to 4 each); RFS (up to 4); Payment Requests (2); Final Walk —Through. Professional Fee: Design Phase: $ 17,625 Bidding Phase: $ 2,200 Construction: 4,400 $ 24,225 Thank you for the opportunity to propose on this project. We can begin work immediately following your written notice to proceed (NTP). We anticipate we can complete the work within 20 work days following receipt of the NTP. If you may have any questions or need additional information, please feel free to contact me at your convenience. Very truly yours, Jeffrey C. Heden, PE President 6046 Cornerstone Court, Suite 207 058. 2.32 5,335 1960'0 Fairchild, Suite 200 T- 949.375.1992 .San Diego, California 92121 -4734 -mx� heden, cosh Irvine, California 92600 F- 949864.0640 Description Principal Engineer Senior Engineer Civil Engineer DesignerlDraftsperson Administration Clerk Hourly Rate $ 149 125 115 49 35 These rates and conditions are being provided exclusively to the City of San .Juan Capistrano for the San .Juan Creek Road Utilities Extension Project. Subconsultants will be marked up no more than 10% for administration and billing purposes, Direst project expenses will be marked up 10%, Mileage will be billed at current IRS rates. Listening to Clients - Finding Solutions J. C. Heden andAssociates Inc. CERTIFICATE OF LIABILITY INSUINSURANCE11x0"'WoDlYYYY)212010 DATE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone: (350) 598-3700 Fax: (360) 598-3703 CDN'rACr Geoff Boltert NAME: _ MICHAEL J, HALL & COMPANY we a Ext - 360 598-3700 FAX No: (360) 598-3703 A/E INSURANCE SERVICES EMAIL tificacom certes@hallandcom-pan 19660 10TH AVENUE N.E. ADDRESS: --y.com ---------- PRDAUCER 7419 POULSBO WA 98370 GusTOmER-I© ---------- Agency Lic#: 0792445 INSURER(SI AFFORDING COVERAGE NAIC 9 INSURED _ INSORERA : Travelers Casualty and Surety Co. of America JC Hedert and Associates IncINsuRERB Travelers Property Casualty Company of America 31194 XCU, BFPD, OCP I 6046 Cornerstone Caurt,.Suite 207 S San Diego CA 92121 INSURER e INSURER D' - INSURER E GEN'L AGGREGATE DMi APPLIES PER: � � INSURERr San Diego, Ca 92121 COVERAGES CERTIFICATE NUMBER: 125505 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO USIONS -,I lrH 1011 I'MITS ALL THE TERMS, FX('J AND.CONDITIONq OF SHOWN MAY HAVE BFFN RFQHCFI) BY PAID CI AIMS €NSR ADD'L SUHR POLICY EFF POLICY EXP E TYPE OF INSURANCE Nsrt -v n. _- POLICY NUMBER (nMoomvvl_ (Mnuoomml A._-. ] .j._..-._ ..__...... LIMITS -.. .-. .. _.-_.... — C ,GENERAL LIABILITY 6EI0783OM698 11/01110 11/01/11 EACH OCCURRENCE $ .__...._.... 2,000,000 ! X !COMMERCIAL GENERAL LIABILITYDAMAGE € TO RENTED I PRl7M[5E Ea oaurencel.-.._------------ $ 300,000 f ,..=CLAIMS -MADE X OCCUR j MEfJ. EXP (Any one parson) . -------------------------__----- $ ..........................._.._ ..-- 5,000 XCU, BFPD, OCP I _ PERSONAL & ADV #NJURY S 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE DMi APPLIES PER: � � PRODUCTS - COMPlOPRGG $ 4,000,000 LICLOC ......., C AUTOMOBILE LABILITY 680783OM698 ! 11101!10 11/01111 I COMBINED SINGLE LIMIT $ 2,000,000 _- (Ea accident) ANY AUTO----- ! ? BODILY INJURY (Per person) g j ALL OWNED AUTOS r 'BODILY INJURY (Per accident) SCHEDULED AUTOS i - , _ . .. PROPERTY DAMAGE ...m...... .._.._,. X.. HIREDAUTOS (Per accident) $ X NON-OWNEDAUTOSH j„ $ UMBRELLA LIAR OCCUR FACH OCCURRENCE $ ExcEss Llan CLAIMS-MAbE 'r AGGREGATE f� DEDUCTIHLF ` I I $ f i RETENTEON $ 5 C WORKERS COMPENSATION U83134T36A 1/01110 11/01/11 3 1 .....- WC STAT1,1 - _- I -- - X TDRYLMITS 5 AND EMPi.OY£RV LIABILITY YIN MANY PROPRIETOMPARTNERIEX£CUTIVE — - ', E.L. EACH ACCIDENT `g 500,006 OFFICERfMEMBER EXCLUDED? Y 'NIA (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE �- _ 600 000 ` itrs. DESCRIPTION OF OPERATIONS below ''� j E.L. DISEASE -POLICY LIMIT $ 500,000 A Professional Liability Claims Made Form 105516501 11/01/10 11/01/12 $1,000,000 Per Claim ..................... ..,... ,...... 1. ......,..................._..............-....._...... ... ... _..L .......,....,....... $1,000,000 Aggregate -.._-._ - - DESCRIPTION OF OPERATIONS! LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) ProjectlJob Name: San Juan Creek Road Utilities Extension The City of San Juan Capistrano is an Additional insured on the Commercial General Liability and Auto Liability when required by written contract or agreement regarding activities by or on behalf of the Named Insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of San Juan Capistrano ACCORDANCE WITH THE POLICY PROVISIONS. 32400 Paseo Adelanto San Juan Capistrano, CA 92675 AUTHORIZED REPRESENTATIVE Attention: Joe Mankawich i/ Geoff Bollert :ORD 26 (2009109) O 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD .. ,Em� M a o Mm ��-.:W aM 02se5 GOMP,,_�fCAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY, This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FART A. The following is added to WHO 1S AN INSURED (Section 11); Any person or organization that you agree in a "contract or agreement requiring insurance" to in- clude as an additional insured on this Coverage Part, but only with respect to Ilability for "bodily in- jury" "property damage" or "personal injury" caused, in whole or in part, by your acts or omis- sions or the acts or omissions of those acting on your behalf: a. In the performance of your ongoing opera- tions; b, In connection with premises owned by or rented to you; or c- In connection with "your work" and included within the . "products -completed operations hazard". Such person or organization does not qualify as an additional insured for "bodily injury" "property damage" or "personal injury" for which that per- son or organization has assumed liability In a con- tract or agreement. The insurance provided to such additional insured is limited as follows: d. This insurance does not apply on any basis to any person or organization for which cover- age as an additional insured specifically is added by another endorsement to this Cover- age Part. e. This insurance does not apply to the render- ing of or failure to render any "professional services". f, The limits of insurance afforded to the addi- tional 'insured shall be the limits which you agreed in that "contract or agreement regrrlr Ing. insurance" to provide for that additional insured, or the limits shown in the Declara- tions for this Coverage Wart, whichever are less. This endorsement does not increase the limits of insurance stated in the LIMITS OF INSURANCE (Section iii) for this Coverage Part. 11B. The following is added to Paragraph a. of d. Other Insurance In COMMERCIAL: GENERAL LIABILITY CONDITIONS (Section IV). However, if you specifically agree in a "contract or agreement requiring insurance" that the insurance provided to ars additional Insured under this Cov- erage Pari must apply on a primary basis, or a primary and non-contributory basis, this insurance is primary to other insurance that is available to such additional insured which covers such addi- tional insured as a named Insured, and we will not share with the other insurance, provided that: (t) The "bodily Injury" or "property damage" for which coverage is sought occurs; and (2) The "personal injury" for which coverage is sought ariSeS out of an offense committed; after you have entered into that "contract or agreement requiring insurance". But this insur- ance still is excess over valid and collectible other insurance, whether primary, excess, contingent or on any other basis, that Is available to the insured when the insured is an additionat Insured under any other insurance. C. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us In COMMERCIAL GENERAL LIABILITY CON- DITiONS (Section IV): We waive any rights of recovery we may have against any person or organization because of payments we make for "bodily Injury" "properly damage" or "personal injury" arising out of "your work" performed by you, or on your behalf, under a "contract or agreement requiring insurance" with that person or organization. We waive these rights only where you have agreed to do so as part of the "contract or agreement requiring insur- ance" with such person or organization antered Into by you before, and In effect when, the "bodily CG D3 81 08 07 0 2007 The Travelers CompeNes, Irlc. Pagel of 2 includes the copyrighted material or lnsuran" services O five, Inc., Wth its permission. COMMERICAL GENERAL LIAMU i injury" or "property damage" occurs, or the "per- sonal injury" offense is committed. D. The following definition is added to DEFINITIONS (Section V): "Contract or agreement requiring insurance" means that part of any contract or agreement an - der which you are required to Include a person or organization as an additional insured on this Gov- erage Part, provided that the "bodily injury" and "property damage" occurs, and the "personal in- jury" is caused by an offense committed: a. After you have entered into that contract or agreement; b. While that part of the contract or agreement is in effect; and c. Before tate end of the poftcy period. Page 2 of 2 ® 2007 The Travelers Companies, Inc. CG D3 $7 09 07 ImIudes the cnpyrfghted rnatehM of insurance Services Office, Inc., with its permission,