Appendix D Sample Contract For As-Needed Professional

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Appendix DSample Contract for As-Needed Professional ServicesCity and County of San FranciscoOffice of Contract AdministrationPurchasing DivisionCity Hall, Room 4301 Dr. Carlton B. Goodlett PlaceSan Francisco, California 94102-4685Agreement between the City and County of San Francisco and[insert name of contractor]This Agreement is made this [insert day] day of [insert month], 20 [insert year], in the City andCounty of San Francisco, State of California, by and between: [insert name and address ofcontractor], hereinafter referred to as “Contractor,” and the City and County of San Francisco, amunicipal corporation, hereinafter referred to as “City,” acting by and through its Director of the Office ofContract Administration or the Director’s designated agent, hereinafter referred to as "Purchasing."RecitalsWHEREAS, the Port of San Francisco (“Department”) wishes to retain professional consultantservices on an as-needed basis for Real Estate Economics and Related Consulting Services forMixed Use Waterfront Development Projects; and,WHEREAS, a Request for Qualifications ("RFQ") was issued on September 16, 2005, and City selectedContractor as the highest qualified scorer pursuant to the RFQ; andWHEREAS, Contractor represents and warrants that it is qualified to perform the services required byCity as set forth under this Contract; and,WHEREAS, approval for said Agreement was obtained from a Civil Service Commission Notice ofAction for Contract Number PSC 4017-05/06 on August 15, 2005;Now, THEREFORE, the parties agree as follows:1.Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of NonAppropriationThis Agreement is subject to the budget and fiscal provisions of the City’s Charter. Charges willaccrue only after prior written authorization certified by the Controller, and the amount of City'sobligation hereunder shall not at any time exceed the amount certified for the purpose and period stated insuch advance authorization.This Agreement will terminate without penalty, liability or expense of any kind to City at the end ofany fiscal year if funds are not appropriated for the next succeeding fiscal year. If funds are appropriatedP-500 (1-05)Page 1 of 23 SAMPLE CONTRACT

for a portion of the fiscal year, this Agreement will terminate, without penalty, liability or expense of anykind at the end of the term for which funds are appropriated.City has no obligation to make appropriations for this Agreement in lieu of appropriations for newor other agreements. City budget decisions are subject to the discretion of the Mayor and the Board ofSupervisors. Contractor’s assumption of risk of possible non-appropriation is part of the consideration forthis Agreement.THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THISAGREEMENT.2.Term of the AgreementSubject to Section 1, the term of this Agreement shall be from January 1, 2006 to November30, 2010.3.Effective Date of AgreementThis Agreement shall become effective when the Controller has certified to the availability of fundsand Contractor has been notified in writing.4.Services Contractor Agrees to PerformThe Contractor agrees to perform the services provided for in Appendix A, “Description ofServices,” attached hereto and incorporated by reference as though fully set forth herein.5.CompensationCompensation shall be made in monthly payments on or before the 20th day of each month forwork, as set forth in Section 4 of this Agreement, that the Port Director or his/her designee, in his orher sole discretion, concludes has been performed as of the as of the last day of the immediatelypreceding month. In no event shall the amount of this Agreement exceed [insert whole dollaramount in numbers and words -- no pennies]. The breakdown of costs associated with thisAgreement appears in Appendix B, “Calculation of Charges,” attached hereto and incorporated byreference as though fully set forth herein.No charges shall be incurred under this Agreement nor shall any payments become due toContractor until reports, services, or both, required under this Agreement are received from Contractorand approved by the Port of San Francisco as being in accordance with this Agreement. City maywithhold payment to Contractor in any instance in which Contractor has failed or refused to satisfy anymaterial obligation provided for under this Agreement.In no event shall City be liable for interest or late charges for any late payments.The Controller is not authorized to pay invoices submitted by Contractor prior to Contractor’ssubmission of HRC Form 7, “Prime Consultant/Joint Venture Partner(s) and Sub-consultant ParticipationReport.” If HRC Form 7 is not submitted with Contractor’s invoice, the Controller will notify thedepartment, the Director of HRC and Contractor of the omission. If Contractor’s failure to provide HRCForm 7 is not explained to the Controller’s satisfaction, the Controller will withhold 20% of the paymentdue pursuant to that invoice until HRC Form 7 is provided.Following City’s payment of an invoice, Contractor has ten days to file an affidavit using HRCForm 9, “Sub-Consultant Payment Affidavit,” verifying that all subcontractors have been paid andspecifying the amount.P-500 (1-05)Page 2 of 23 SAMPLE CONTRACT

6.Guaranteed Maximum Costsa. The City's obligation hereunder shall not at any time exceed the amount certified by the Controllerfor the purpose and period stated in such certification.b. Except as may be provided by laws governing emergency procedures, officers and employees of theCity are not authorized to request, and the City is not required to reimburse the Contractor for, Commoditiesor Services beyond the agreed upon contract scope unless the changed scope is authorized by amendmentand approved as required by law.c.Officers and employees of the City are not authorized to offer or promise, nor is the Cityrequired to honor, any offered or promised additional funding in excess of the maximum amount of fundingfor which the contract is certified without certification of the additional amount by the Controller.d.The Controller is not authorized to make payments on any contract for which funds havenot been certified as available in the budget or by supplemental appropriation.7.Payment; Invoice FormatInvoices furnished by Contractor under this Agreement must be in a form acceptable to theController, and must include the Contract Progress Payment Authorization number. All amounts paid byCity to Contractor shall be subject to audit by City.Payment shall be made by City to Contractor at the address specified in the section entitled“Notices to the Parties.”8.Submitting False Claims; Monetary PenaltiesPursuant to San Francisco Administrative Code §21.35, any contractor, subcontractor or consultantwho submits a false claim shall be liable to the City for three times the amount of damages which the Citysustains because of the false claim. A contractor, subcontractor or consultant who submits a false claimshall also be liable to the City for the costs, including attorneys’ fees, of a civil action brought to recoverany of those penalties or damages, and may be liable to the City for a civil penalty of up to 10,000 foreach false claim. A contractor, subcontractor or consultant will be deemed to have submitted a falseclaim to the City if the contractor, subcontractor or consultant: (a) knowingly presents or causes to bepresented to an officer or employee of the City a false claim or request for payment or approval; (b)knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paidor approved by the City; (c) conspires to defraud the City by getting a false claim allowed or paid by theCity; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal,avoid, or decrease an obligation to pay or transmit money or property to the City; or (e) is a beneficiaryof an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim,and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim.9.Disallowance[This section is required only if the contract involves state or federal funds. If no state orfederal funds are involved, please leave the section number and replace the title and textof the section with the indicated language, so that the result reads: “9. Left Blank byAgreement of the Parties.”]If Contractor claims or receives payment from City for a service, reimbursement for which is laterdisallowed by the State of California or United States Government, Contractor shall promptly refund thedisallowed amount to City upon City’s request. At its option, City may offset the amount disallowedfrom any payment due or to become due to Contractor under this Agreement or any other Agreement.P-500 (1-05)Page 3 of 23 SAMPLE CONTRACT

By executing this Agreement, Contractor certifies that Contractor is not suspended, debarred orotherwise excluded from participation in federal assistance programs. Contractor acknowledges that thiscertification of eligibility to receive federal funds is a material terms of the Agreement.10.Taxesa.Payment of any taxes, including possessory interest taxes and California sales and usetaxes, levied upon or as a result of this Agreement, or the services delivered pursuant hereto, shall be theobligation of Contractor.b. Contractor recognizes and understands that this Agreement may create a “possessory interest” forproperty tax purposes. Generally, such a possessory interest is not created unless the Agreement entitlesthe Contractor to possession, occupancy, or use of City property for private gain. If such a possessoryinterest is created, then the following shall apply:(1) Contractor, on behalf of itself and any permitted successors and assigns, recognizes andunderstands that Contractor, and any permitted successors and assigns, may be subject to real property taxassessments on the possessory interest;(2) Contractor, on behalf of itself and any permitted successors and assigns, recognizes andunderstands that the creation, extension, renewal, or assignment of this Agreement may result in a“change in ownership” for purposes of real property taxes, and therefore may result in a revaluation ofany possessory interest created by this Agreement. Contractor accordingly agrees on behalf of itself andits permitted successors and assigns to report on behalf of the City to the County Assessor the informationrequired by Revenue and Taxation Code section 480.5, as amended from time to time, and any successorprovision.(3) Contractor, on behalf of itself and any permitted successors and assigns, recognizes andunderstands that other events also may cause a change of ownership of the possessory interest and resultin the revaluation of the possessory interest. (See, e.g., Rev. & Tax. Code section 64, as amended fromtime to time). Contractor accordingly agrees on behalf of itself and its permitted successors and assignsto report any change in ownership to the County Assessor, the State Board of Equalization or other publicagency as required by law.(4) Contractor further agrees to provide such other information as may be requested by theCity to enable the City to comply with any reporting requirements for possessory interests that areimposed by applicable law.11.Payment Does Not Imply Acceptance of WorkThe granting of any payment by City, or the receipt thereof by Contractor, shall in no way lessenthe liability of Contractor to replace unsatisfactory work, equipment, or materials, although theunsatisfactory character of such work, equipment or materials may not have been apparent or detected atthe time such payment was made. Materials, equipment, components, or workmanship that do notconform to the requirements of this Agreement may be rejected by City and in such case must be replacedby Contractor without delay.12.Qualified PersonnelWork under this Agreement shall be performed only by competent personnel under the supervisionof and in the employment of Contractor. Contractor will comply with City’s reasonable requestsregarding assignment of personnel, but all personnel, including those assigned at City’s request, must besupervised by Contractor. Contractor shall commit adequate resources to complete the project within theproject schedule specified in this Agreement.P-500 (1-05)Page 4 of 23 SAMPLE CONTRACT

13.Responsibility for EquipmentCity shall not be responsible for any damage to persons or property as a result of the use, misuse orfailure of any equipment used by Contractor, or by any of its employees, even though such equipment befurnished, rented or loaned to Contractor by City.14.Independent Contractor; Payment of Taxes and Other Expensesa. Independent Contractor. Contractor or any agent or employee of Contractor shall be deemed atall times to be an independent contractor and is wholly responsible for the manner in which it performsthe services and work requested by City under this Agreement. Contractor or any agent or employee ofContractor shall not have employee status with City, nor be entitled to participate in any plans,arrangements, or distributions by City pertaining to or in connection with any retirement, health or otherbenefits that City may offer its employees. Contractor or any agent or employee of Contractor is liablefor the acts and omissions of itself, its employees and its agents. Contractor shall be responsible for allobligations and payments, whether imposed by federal, state or local law, including, but not limited to,FICA, income tax withholdings, unemployment compensation, insurance, and other similarresponsibilities related to Contractor's performing services and work, or any agent or employee ofContractor providing same. Nothing in this Agreement shall be construed as creating an employment oragency relationship between City and Contractor or any agent or employee of Contractor.Any terms in this Agreement referring to direction from City shall be construed as providing fordirection as to policy and the result of Contractor’s work only, and not as to the means by which such aresult is obtained. City does not retain the right to control the means or the method by which Contractorperforms work under this Agreement.b. Payment of Taxes and Other Expenses. Should City, in its discretion, or a relevant taxingauthority such as the Internal Revenue Service or the State Employment Development Division, or both,determine that Contractor is an employee for purposes of collection of any employment taxes, theamounts payable under this Agreement shall be reduced by amounts equal to both the employee andemployer portions of the tax due (and offsetting any credits for amounts already paid by Contractor whichcan be applied against this liability). City shall then forward those amounts to the relevant taxingauthority.Should a relevant taxing authority determine a liability for past services performed by Contractorfor City, upon notification of such fact by City, Contractor shall promptly remit such amount due orarrange with City to have the amount due withheld from future payments to Contractor under thisAgreement (again, offsetting any amounts already paid by Contractor which can be applied as a creditagainst such liability).A determination of employment status pursuant to the preceding two paragraphs shall be solely forthe purposes of the particular tax in question, and for all other purposes of this Agreement, Contractorshall not be considered an employee of City. Notwithstanding the foregoing, should any court, arbitrator,or administrative authority determine that Contractor is an employee for any other purpose, thenContractor agrees to a reduction in City’s financial liability so that City’s total expenses under thisAgreement are not greater than they would have been had the court, arbitrator, or administrative authoritydetermined that Contractor was not an employee.15.Insurancea. Without in any way limiting Contractor’s liability pursuant to the “Indemnification” section ofthis Agreement, Contractor must maintain in force, during the full term of the Agreement, insurance inthe following amounts and coverages:P-500 (1-05)Page 5 of 23 SAMPLE CONTRACT

(1) Workers’ Compensation, in statutory amounts, with Employers’ Liability Limits not lessthan 1,000,000 each accident; and(2) Commercial General Liability Insurance with limits not less than 1,000,000 eachoccurrence Combined Single Limit for Bodily Injury and Property Damage, including ContractualLiability, Personal Injury, Products and Completed Operations; and(3) Commercial Automobile Liability Insurance with limits not less than 1,000,000 eachoccurrence Combined Single Limit for Bodily Injury and Property Damage, including Owned, NonOwned and Hired auto coverage, as applicable.(4) Professional Liability Insurance with limits not less than 1,000,000 each claim withrespect to negligent acts, errors or omissions in connection with professional services provided under thisAgreement and any deductible not to exceed 50,000 each claim.b. Commercial General Liability and Business Automobile Liability Insurance policies must providethe following:(1) Name as Additional Insured the City and County of San Francisco, its Officers, Agents,and Employees. To satisfy this requirement, Contractor shall submit an additional insured endorsementin the form of ISO 2010 (11/85) or its equivalent.(2) That such policies are primary insurance to any other insurance available to theAdditional Insureds, with respect to any claims arising out of this Agreement, and that insurance appliesseparately to each insured against whom claim is made or suit is brought.c. All policies shall provide thirty days’ advance written notice to City of cancellation mailed to thefollowing address:Port of San FranciscoAttention: Contract AccountantPier 1San Francisco, CA 94111d. Should any of the required insurance be provided under a claims-made form, Contractor shallmaintain such coverage continuously throughout the term of this Agreement and, without lapse, for aperiod of three years beyond the expiration of this Agreement, to the effect that, should occurrencesduring the contract term give rise to claims made after expiration of the Agreement, such claims shall becovered by such claims-made policies.e. Should any of the required insurance be provided under a form of coverage that includes ageneral annual aggregate limit or provides that claims investigation or legal defense costs be included insuch general annual aggregate limit, such general annual aggregate limit shall be double the occurrence orclaims limits specified above.f. Should any required insurance lapse during the term of this Agreement, requests for paymentsoriginating after such lapse shall not be processed until the City receives satisfactory evidence ofreinstated coverage as required by this Agreement, effective as of the lapse date. If insurance is notreinstated, the City may, at its sole option, terminate this Agreement effective on the date of such lapse ofinsurance.g. Before commencing any operations under this Agreement, Contractor shall do the following: (a)furnish to City certificates of insurance, and additional insured policy endorsements with insurers withratings comparable to A-, VII or higher, that are authorized to do business in the State of California, andP-500 (1-05)Page 6 of 23 SAMPLE CONTRACT

that are satisfactory to City, in form evidencing all coverages set forth above, and (b) furnish completecopies of policies promptly upon City request.h. Approval of the insurance by City shall not relieve or decrease the liability of Contractorhereunder.16.IndemnificationContractor shall indemnify and save harmless City and its officers, agents and employees from,and, if requested, shall defend them against any and all loss, cost, damage, injury, liability, and claimsthereof for injury to or death of a person, including employees of Contractor or loss of or damage toproperty, resulting directly or indirectly from Contractor’s performance of this Agreement, including, butnot limited to, the use of Contractor’s facilities or equipment provided by City or others, except wheresuch loss, damage, injury, liability or claim is the result of the sole negligence or willful misconduct ofCity and is not contributed to by any act of, or by any omission to perform some duty imposed by law oragreement on Contractor, its subcontractors or either’s agent or employee. The foregoing indemnity shallinclude, without limitation, reasonable fees of attorneys, consultants and experts and related costs andCity’s costs of investigating any claims against the City.In addition to Contractor’s obligation to indemnify City, Contractor specifically acknowledges andagrees that it has an immediate and independent obligation to defend City from any claim which actuallyor potentially falls within this indemnification provision, even if the allegations are or may be groundless,false or fraudulent, which obligation arises at the time such claim is tendered to Contractor by City andcontinues at all times thereafter.Contractor shall indemnify and hold City harmless from all loss and liability, including attorneys’fees, court costs and all other litigation expenses for any infringement of the patent rights, copyright, tradesecret or any other proprietary right or trademark, and all other intellectual property claims of any personor persons in consequence of the use by City, or any of its officers or agents, of articles or services to besupplied in the performance of this Agreement.17.Incidental and Consequential DamagesContractor shall be responsible for incidental and consequential damages resulting in whole or inpart from Contractor’s acts or omissions. Nothing in this Agreement shall constitute a waiver orlimitation of any rights that City may have under applicable law.18.Liability of CityCITY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TOTHE PAYMENT OF THE COMPENSATION PROVIDED FOR IN SECTION 5 OF THISAGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NOEVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ONCONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTALDAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR INCONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTIONWITH THIS AGREEMENT.19.Liquidated DamagesShould the consultant’s services be predetermined to be of acritical nature and there is risk of financial, economic or communitygoodwill loss, a Contract Service Order may include liquidateddamages.P-500 (1-05)Page 7 of 23 SAMPLE CONTRACT

By entering into this Agreement, Contractor agrees that in the event the Services, as provided underSection 4 herein, are delayed beyond the scheduled milestones and timelines as provided in Appendix A,City will suffer actual damages that will be impractical or extremely difficult to determine; further,Contractor agrees that the sum of [insert whole dollar amount in words and numbers -- nopennies] per day for each day of delay beyond scheduled milestones and timelines is not a penalty, butis a reasonable estimate of the loss that City will incur based on the delay, established in light of thecircumstances existing at the time this contract was awarded. City may deduct a sum representing theliquidated damages from any money due to Contractor. Such deductions shall not be considered apenalty, but rather agreed monetary damages sustained by City because of Contractor’s failure to deliverto City within the time fixed or such extensions of time permitted in writing by Purchasing.20.Default; Remediesa. Each of the following shall constitute an event of default (“Event of Default”) under thisAgreement:(1) Contractor fails or refuses to perform or observe any term, covenant or conditioncontained in any of the following Sections of this Agreement: 8, 10, 15, 24, 30, 37, 53, 55, or 57.(2) Contractor fails or refuses to perform or observe any other term, covenant or conditioncontained in this Agreement, and such default continues for a period of ten days after written noticethereof from City to Contractor.(3) Contractor (A) is generally not paying its debts as they become due, (B) files, or consentsby answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangement orany other petition in bankruptcy or for liquidation or to take advantage of any bankruptcy, insolvency orother debtors' relief law of any jurisdiction, (C) makes an assignment for the benefit of its creditors, (D)consents to the appointment of a custodian, receiver, trustee or other officer with similar powers ofContractor or of any substantial part of Contractor's property or (E) takes action for the purpose of any ofthe foregoing.(4) A court or government authority enters an order (A) appointing a custodian, receiver,trustee or other officer with similar powers with respect to Contractor or with respect to any substantialpart of Contractor's property, (B) constituting an order for relief or approving a petition for relief orreorganization or arrangement or any other petition in bankruptcy or for liquidation or to take advantageof any bankruptcy, insolvency or other debtors' relief law of any jurisdiction or (C) ordering thedissolution, winding-up or liquidation of Contractor.b. On and after any Event of Default, City shall have the right to exercise its legal and equitableremedies, including, without limitation, the right to terminate this Agreement or to seek specificperformance of all or any part of this Agreement. In addition, City shall have the right (but no obligation)to cure (or cause to be cured) on behalf of Contractor any Event of Default; Contractor shall pay to Cityon demand all costs and expenses incurred by City in effecting such cure, with interest thereon from thedate of incurrence at the maximum rate then permitted by law. City shall have the right to offset from anyamounts due to Contractor under this Agreement or any other agreement between City and Contractor alldamages, losses, costs or expenses incurred by City as a result of such Event of Default and anyliquidated damages due from Contractor pursuant to the terms of this Agreement or any other agreement.c. All remedies provided for in this Agreement may be exercised individually or in combinationwith any other remedy available hereunder or under applicable laws, rules and regulations. The exerciseof any remedy shall not preclude or in any way be deemed to waive any other remedy.21.Termination for Conveniencea. City shall have the option, in its sole discretion, to terminate this Agreement, at any time duringthe term hereof, for convenience and without cause. City shall exercise this option by giving Contractorwritten notice of termination. The notice shall specify the date on which termination shall becomeeffective.P-500 (1-05)Page 8 of 23 SAMPLE CONTRACT

b. Upon receipt of the notice, Contractor shall commence and perform, with diligence, all actionsnecessary on the part of Contractor to effect the termination of this Agreement on the date specified byCity and to minimize the liability of Contractor and City to third parties as a result of termination. Allsuch actions shall be subject to the prior approval of City. Such actions shall include, without limitation:(1) Halting the performance of all services and other work under this Agreement on thedate(s) and in the manner specified by City.(2) Not placing any further orders or subcontracts for materials, services, equipment or otheritems.(3) Terminating all existing orders and subcontracts.(4) At City’s direction, assigning to City any or all of Contractor’s right, title, and interestunder the orders and subcontracts terminated. Upon such assignment, City shall have the right, in its solediscretion, to settle or pay any or all claims arising out of the termination of such orders and subcontracts.(5) Subject to City’s approval, settling all outstanding liabilities and all claims arising out ofthe termination of orders and subcontracts.(6) Completing performance of any services or work that City designates to be completedprior to the date of termination specified by City.(7) Taking such action as may be necessary, or as the City may direct, for the protection andpreservation of any property related to this Agreement which is in the possession of Contractor and inwhich City has or may acquire an interest.c. Within 30 days after the specified termination date, Contractor shall submit to City an invoice,which shall set forth each of the following as a separate line item:(1) The reasonable cost to Contractor, without profit, for all services and other work Citydirected Contractor to perform prior to the specified termination date, for which services or work City hasnot already tendered payment. Reasonable costs may include a reasonable allowance for actual overhead,not to exceed a total of 10% of Contractor’s direct costs for services or other work. Any overheadallowance shall be separately itemized. Contractor may also recover the reasonable cost of preparing theinvoice.(2) A reasonable allowance for profit on the cost of the services and other work described inthe immediately preceding subsection (1), provided that Contractor can establish, to the satisfaction ofCity, that Contractor would have made a profit had all services and other work under this Agreement beencompleted, and provided further, that the profit allowed shall in no event exceed 5% of such cost.(3) The reasonable cost to Contractor of handling material or equipment returned to thevendor, delivered to the City or otherwise disposed of as directed by the City.(4) A deduction for the cost of materials to be retained by Contractor, amounts realized fromthe sale of materials and not otherwise recovered by or c

Sep 16, 2005 · due pursuant to that invoice until HRC Form 7 is provided. Following City’s payment of an invoice, Contractor has ten days to file an affidavit using HRC Form 9, “Sub-Consultant Payment Affidavit,” verifying that all

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