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HomeMy WebLinkAbout4.05 RevisedMCE Agreement CITY OF DUBLIN AGENDA STATEMENT CITY COUNCIL MEETING DATE: September 14, 1987 SUBJECT : Revised Public Works Maintenance Agreement - MCE Corporation EXHIBITS ATTACHED [~Proposed Agreement RECOMMENDATION ~': Authorize Mayor to execute agreement FINANCIAL STATEMENT: Funding for all services is contained in the approved 1987-88 Budget DESCRIPTION : At a City Council meeting on February 23, 1987, the City Council approved an agreement for Public Works Maintenance Services with MCE Corporation. The agreement was effective beginning July 1, 1987. The agreement defines the scope of work and duties of the Contractor. An attachment to the contract identifies a schedule of work. This outlines estimated expenditures for each activity. The contract reviewed in February was obviously a preliminary estimate with the 1987-88 Budget establishing the approved expenditures. Recently MCE Corporation retained new legal counsel who was requested to review their contracts with various clients. As part of the review, the City Attorney has met with MCE representatives and their attorney. The purpose of the meeting was to identify ambiguities in the contract language. Staff and MCE representatives reached agreement on modifications which are contained in the proposed agreement. The proposed contract changes include the following: o The current agreement identifies the tasks of the Maintenancer Superintendent as "Project Supervision". The proposed agreement makes a minor change to identify this work as "Maintenance Supervision". This is also consistent with the City Budget designation. o The duties of Project Supervision in Section 8 (a) currently read "(a) performing ongoing inspections of City streets, parks and related facilities to identify and record specific work needs". The proposed agreement reads "(a) making recommendations to the City Manager of work that should be performed but which is not set forth on the schedule of work" o Section 11 has been shortened and is general in nature. The purpose of this section is to request that MCE employees be aware of deficiencies including those which may be the responsibility of other agencies. o Section 15 (a) - Insurance and Indemnity has been revised to provide additional clarity. MCE representatives had some concern that the existing language may have been interpreted to make them responsible for insurance coverage on items outside their scope of work. The broad language was revised and the City Attorney feels that the proposed agreement continues to protect the City's interest. o Minor adjustments were made to the Schedule of Work (Attachment 1) to reflect the adopted budget. Also, the Contractor was able to negotiate a lower price for tree trimming. Ail other terms and conditions of the agreement remain the same. Staff would recommend that the City Council authorize the Mayor to execute the revised agreement. ITEM NO. COPIES TO: ANNUAL PUBLIC WORKS HAINTENANCE AGREEHENT Between CITY OF DUBLIN and HCE CORPORATION TABLE OF CONTENTS ANNUAL PUBLIC WORKS HAINTENANCE AGREEHENT TITLE 1. Scope of Work 2. Duration of Contract and Date of Commencement 3. Adjustments to Contract Prices and Work Quantity 4. Scheduled Work 5. Additional Work 6. Emergency Work 7. Contract Amount and Prices 8. Maintenance Supervision 9. Work Scheduling Procedures 10. Work Reporting Procedures 11. Additional Contractor Responsibilities 12. Protection of Work and Public 13 Compensation and Billing 14. Public Works Headquarters 15. Insurance and Indemnify 16. Independent Contractor 17. Licenses and Permits 18. Assignment 19. Maintenance of Records 20. Equal Employment Opportunity 21. Attorney Fees 22. Miscellaneous 23. Notices PAGE 1 1 2 2 2 2 3 3 3 3 4 4 4 4 4-6 6 6 6 6 6 6 7 7 AGREERENT ANNUAL PUBLIC WORKS HAINTENANCE This Agreement is made this ~ , 1987 between THE CITY OF DUBLIN, a municipal corpor~t~h (~C~Y")j and MCE CORPORATION, a California corporation, ("Contractor"). The City has elected to perform its public works maintenance and related activities as set forth in Attachment 1 of this document, using private contractors. The Contractor has agreed to arrange for and supervise the performance of the work and the City has agreed to retain the Contractor for such purposes, in accordance with the terms and provisions of this Agreement. The City and the Contractor agree as follows: 1. Scope of Work: The City retains Contractor to arrange for, supervise a~ manage the performance of the work described in the Schedule for Work (Attachment 1) and as otherwise specified in this Agreement; and for additional work, ("Additional Work") as is called for in this Agreement. Notwithstanding the foregoing, the City may at any time revise the schedule of work identified in Attachment I for budgeting or other reasons as deemed necessary by the City and the estimated annual expenditure for Fiscal Year 1987-88 shall be revised accordingly. The Contractor specifically agrees to (a) undertake the direct responsibility for the performance of the work in accordance with this Agreement; (b) provide directly, or through subcontractors or as otherwise permitted by this Agreement all labor, materials and supervision necessary for the proper performance of the work in accordance with this Agreement; (c) furnish a Maintenance Superintendent to provide the necessary liaison with the City staff and the required coordination of workmen and materials in the performance of the Work; (d) comply with all laws, ordinances, rules, regulations, and requirements of governmental authorities, pertaining to the performance of the work; (e) perform the work, contract for its performance and supervise its performance .in a good and workmanlike manner and in the most expeditious cost effective manner consistent with first-class quality; (f) perform all activities necessary and incidental to the orderly performance of the work. 2. Duration of Contract and Date of Commencement: The term of the Agreement ~hall be one (1) year commencing July 1, 1987, with provision for an extension of term for two successive one-year terms, subject to satisfactory performance during the prior year, as determined by and in the sole discretion of the City. The City has the option to renew the Agreement, subject to the price modifications that may be agreed upon by City and Contractor. Notwithstanding the foregoing paragraph, the services of the Contractor may be terminated by the City by giving ninety (90) days written notice with or without cause. If the City terminates the Agreement the Contractor shall be compensated for such servicer up to the point of termination. Compensation for work in progress will be prorated as to the percentage of progress completed at the date of termination. Contractor may also terminate its services to the City, but must first provide the City with written notice at'least ninety (90) days in advance of termination. 3. Adjustments to Contract Prices and Work Quantity: No later than March 1st, the Contractor wii~ submit to the City for the coming contract year a proposed revised Schedule of Work which will set forth a Work Plan in terms of types and quantities of work to be performed as well as unit prices and/or estimated annual expenditure amounts as appropriate. Upon written approval of both parties, the Contract shall be extended for one (1) year effective July I as provided above. 4. Scheduled Work: All of the work set forth in Attachment i is considered scheduled work, except as provided in Section 1. Contractor shall perform no work in addition to scheduled work, unless (a) additional work is approved in advance by the City Manager or (b) an emergency situation exists. An emergency situation is one which endangers the public safety or ~ublic or private property and occurs under circumstances making it either impossible or impractical to obtain City approval before proceeding with the work. In such cases, the Contractor will proceed with the work to the extent necessary to relieve said danger and shall specifically inform the City Manager of all emergency work accomplished. -All scheduled work shall be provided according to a monthly schedule prepared by the Maintenance Superintendent and approved by the City Manager. 5. Additional Work: City may require Contractor to provide additional Wo~k-n6~'speE~fically described herein at rates and quantities negotiated by the City and Contractor. The City Manager at his discretion may recommend that projects of a large scope be approved by the City Council for competitive bid. Contractor shall be entitled to participate in the bid process. No additional work will be undertaken by the Contractor without the approval of the City Manager. The Contractor will bill the City for additional work in the manner as provided in Attachment 1. 6. Emergency Work: Emergency call-out procedures will be maintained to provide for emergency response on nights, weekends and holidays. The procedure will be reviewed and updated periodically to ensure its effectiveness. In the event emergency work dictates that work be accomplished outside the normal working hours, such as night time, week- ends, and holidays, appropriate overtime rates shall be used as set forth in Attachment 1. 7. Contract Amount and Price.s: Except as provided in Section 1, the total annual es-t-~m-ated budget shall be the sum of the planned expenditure amounts listed in Attachment 1. The actual amount paid to the Contractor shall be based on the amount of work performed according to the costs outlined in Attachment 1 and any subsequent "Additional Work" approved by the City. Work items listed in Attachment i shall be billed on a unit price basis or otherwise as set forth in the schedule. Unit Pricing is expressed in terms of Dollars per Work Measurement Unit for each item of work. -~ For work listed as "Time and Materials" (T&M), Contractor shall bill the City on the basis of actual costs to the Contractor plus a percentage as stated on Attachment 1, Section C, to cover management costs. Contractor shall bill Additional Work on the basis mutually agreed to by the Contractor and the City at the time the work is incorporated into the annual maintenance program. 8. Maintenance Supervision: The Contractor shall furnish a Maintenance ~s~p6~'i'~{~hdent'~0 assume full responsibility for day-to-day maintenance operations, insuring that resources required to successfully complete the project are applied in a timely manner. In addition to providing the necessary liaison with the City, the Maintenance Superintendent is responsible for: (a) making recommendations to the City Manager of work that should be performed but which is not set forth on the Schedule of Work, (b) identifying work programs, (c) scheduling (d) assisting and supervising work crews, (e) responding to citizen calls, (f) assisting in contract administration, (g) maintaining activity reports, and (h) generally administering public works maintenance functions. 9. Work Scheduling Procedures.: To the extent possible, it is the intent of {~ Agreement that the Work be performed on a scheduled, orderly basis. The Contractor will prepare monthly work schedules and review them with the City Manager. These schedules will represent specific work needs identified as the result of the Contractor's recommendations and requests from the City Manager or his designee. Emphasis will be placed on identifying needs to insure proper timing of work (for example, ditches should be scheduled for cleaning before winter rains). The Contractor will comply with reasonable requests of the City Manager as to preferred locations for various types of work. The Contractor will use, a service request form to insure that complete information is obtained on work needs and requests for service. 10. Work Rep0[ting Procedures: The Contractor shall submit a Monthly Work Summary Report to the City Manager on or before the 10th day of the month summarizing work completed in the previous month. These reports shall include a listing of work activities and work units completed, including any additional or emergency work performed; status of current and completed service requests; and, comparisons of annual work quantities and expenditures planned versus actual. 11. Additional Contractor Responsibilities: MCE workers will be alert for observable maintenance deficiencies in public facilities as they travel within the City's boundaries in the course of their maintenance activities. They will report maintenance deficiencies to designated-MCE, City staff members, or appropriate agency. 12. Protection of Work and Public:' The Contractor shall take all necessary measures to protect the work ~'nd prevent accidents during any and all phases of work. He shall provide and maintain all necessary barriers, flagmen, and/or signs during maintenance procedures. The Contractor will provide at his own expense, all the advance signing and barricading and also signs, barricades, flashers, and other necessary facilities for the protection of the public within the limits of the maintenance area while maintenance activities are proceeding. 13. Compensation and Billing: For work performed and services rendered, Contractor shall submit monthly bills to the City by the loth day of the month following the month in which the work was performed. The Contractor shall be compensated by the City as follows: A monthly payment for time and materials or unit price work will be provided, with payment to be made within twenty {20) days of receipt of invoice by City. For additional work for which no unit prices have been agreed upon, compensation shall be agreed upon between the City Manager and Contractor in writing before work is performed. For emergency work when prior approval is not possible and when unit prices have not been agreed upon, the City and Contractor shall agree as soon as possible after the work is performed on the amount of compensation based on costs for related jobs. 14. Public Works Headquarters: City shall provide an office for the Maintenance Superintendent. City shall provide a corporation yard facility from which routine maintenance may be dispatched. Work days shall begin at such time of dispatch from a Dublin corporation yard or as mutually agreed upon by City and Contractor. 15. Insurance and Indemnity: a. MCE warrants that Scheduled Work, Additional Work and Emergency Work as defined in paragraphs 4, 5 and 6 will be performed and completed in a safe manner without causing personal injury or property damage. MCE will indemnify, hold City harmless and defend City from claims involving HCE Scheduled, Additional and Emergency Work. City will indemnify and hold MCE harmless and defend MCE from claims other than Scheduled, Additional and Emergency Work. b. Insurance. Contractor shall obtain and maintain insurance and shall require each subcontractor to obtain and maintain insurance as provided in this paragraRh. (1) Compensation Insurance. Contractor shall maintain during the life of this Agreement, workers' compensation insurance for all Contractor's employees employed at the site of the work, and in case any work is sublet, Contractor shall require any subcontractor similarly to provide workers' compensation insurance for ail subcontractor's employees, unless such employees are covered by the protection afforded by Contractor. In case a class of employees engaged in work under this Agreement is not protected under the workers' compensation law, Contractor shall provide and shall cause each subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Contractor indemnifies City for any damage resulting to it from failure of either Contractor or any subcontractor to take out or maintain such insurance. (2) Public Liability and Property Damage Insurance. Contractor shall take out and maintain during the life of this Agreement such public liability and property damage insurance as shall insure City, its elective and appointive officers, agents and employees, Contractor and any subcontractor performing work covered by this Agreement from claims for damages for personal injury, including death, as well as from claims for property damage which may arise from Contractor's or any subcontractor's operations hereunder, whether such operations by Contractors operations hereunder, whether such operations by Contractor or a subcontractor or be anyone directly or indirectly employed by either Contractor or subcontractor. The amounts of insurance sha-ll be as follows: Automobile Insurance. Vehicular public liability insurance with minimum coverages of $500,000.00 for property damage $1,000,000.00 for injury to one person/any one occurrence and $1,000,000.00 for injury to more than one person/any one occurrence. be Public Liability Insurance. In an amount not less than $1,000,000.00 for injuries, including, but not limited to death, to any one person and, subject to the same limits for each person, in an amount not less than $1,000,000 on account of any one occurrence. Property Damage Insurance. In an amount of not less than $500,000.00 for damage to the property of each person on account of any one occurrence. (3) Contractual Liability Insurance. Contractor shall take out and maintain during the life of this Agreement, a policy of Contractual Liability Insurance in the amount of at least $500,000.00 each occurrence, $500,000.00 aggregate insuring City, its elective and appointive office~rs, agents and employees, Contractor and any subcontractor performing work covered by this Agreement against damages sustained by reason of any action or demand by reason of breach or alleged breach of any contract, or by reason of any contractual liability or alleged contractual liability on any contract for the performance of work covered by this Agreement entered into by Contractor or a subcontractor, agent or employee. (4) Evidence of Insurance. Contractor shall furnish City with satisfactory evidence of the insurance required and evidence that each carrier is required to give City at least 3 days prior notice of the cancellation or reduction in coverage of the policy during the effective period of this Agreement. All Certificates of Insurance which are a part of this Agreement shall be approved by the City Hanager and City Attorney as to form and content. 16. Independent Contractor: Contractor is an independent Contractor and shall not be considered an employee of the City. It is understood that in the performance of services under this Agreement, Contractor is operating independent of the control of the City (other than normal contract monitoring) and possesses no authority to act as an agent or representative of the City. As such, Contractor is not a public official as defined in the California Fair Political Practices Act and is not subject to the city's local conflict of interest code. 17. Licenses and Permits: Contractor represents and warrants to City that it shall maintain in effect all licenses, permits, qualifications and approvals that are legally required for Contractor to perform under this Agreement. 18. Assignment: This Agreement may not be assigned or subcontracted unless City consents in advance in writing. An assignment or subcontracting in violation of this provision is void. 19. Maintenance of Records Contractor shall maintain all books, documents, papers, employee timesheets, accounting records and such other evidence pertaining to costs incurred and shall make these materials available at reasonable times during the contract period and for one year from the date of final payment under this Agreement for inspection by City. 20. Equal Employment Opportunity: Contractor is an equal opportunity employer and agrees to comply with applicable regulations governing equal employment opportunity. 21. Attorney Fees: If either party brings an action against the other party arising out of or in connection with this Agreement entered into between City and Contractor, the prevailing party is entitled to have and recover from the losing party reasonable attorneys fees and costs of suit. 22. Miscellaneous: Contractor shall inform City o~~ private clients within the corporate boundaries or sphere of influence of the City during the term of this Agreement. Contractor agrees not to accept other employment which is or may be in conflict with its duties under this Agreement or which may adversely affect the interests of the City. Contractor will endeavor to secure materials from the lowest cost source reasonably available. 23. Notices: Any notice given under this Agreement shall be served by depositing it in the mail, postage prepaid, to the addresses set forth below: A. Notices to the Contractor shall be addressed to: HCE Corporation 7 Crow Canyon Court, Suite 200 San Ramon, California 94583 Notices to the City shall be addressed to: City of Dublin P.O. Box 2340 Dublin, California 94568 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. CITY OF DUBLIN l~yor ATTEST: City Clerk CORPORAT 0 , By: /~ ATT E ST: ~ / [ SecreCy- A1-FACHMENT I SCHEDULE OF WORK FINAL APPROVED CITY BUDGET FISCAL YEAR 1987/88 Aw SCOPE DF WORK The following breakdown identifies ta'sks which are anticipated to be conducted as part of the Annual Public Works Maintenance Agreement for the Fiscal Year 1987-88. Annual estimated costs include management fees as provided in Section C. Contractor shall schedule work to adhere to these expenditure levels as provided for in this Agreement. 1987-88 ESTIMATED ACTIVITY/SUB ACTIVITY ANNUAL EXPENDITURE SPILL CLEAN-UP $ 3,500. STREET MAINTENANCE o Street Repair $ 85,100. o Drainage Maintenance 18,500. o Storm Patrol/Clean-up 13,200. o Curb & Gutter/Sidewalks 22,800. o Sign Repair Maintenance 21,400. o Striping/Marking 38,700. o Guardrail Repair 1,200. o Chemical Weed Abatement 5,300. o Bike Path Maintenance 6,200. Activity Total $ 212,400. MAINTENANCE SUPERVISION $ 66,000. STREET TREE MAINTENANCE o Tree/Brush Cutting $ 48,750. o Tree Watering 5,320. o Tree Trimming 11,230. o Tree Removal 2,200. Activity Total $ 67,500. NEIGHBORHOOD WATCH SIGNS $ 1,000. STREET LANDSCAPE MAINTENANCE (BEAUTIFICATION) $ 208,400. ASSESSMENT DISTRICT LANDSCAPE MAINTENANCE $ 22,500. MISCELLANEOUS WORK $ 3,300. PARKS MAINTENANCE o Stagecoach Park o Kolb Park o Dolan Park o East Dougherty Hills o Dougherty Hills Activity Total 6,400. 16,200. 16,100. 23,500. 4,000. $ 66,200. Total 1987-88 Estimated Annual Expenditure $ 650~800. UNIT PRICES. The following activities shall be completed at the Unit Prices indicated. The unit prices are inclusive of all labor, materials, equipment, overhead and management fees. ACTIVITY 1987-88 UNIT-PRICE STREET REPAIR o Pothole Patching o Remove/Replace Asphalt (4" depth) o Remove/Replace Additional Depths o Asphalt Leveling/Overlay 300.00 per Ton 3.00 per S.F. .40 per S.F.per In. 90.00 per Ton CURB, GUTTER, AND SIDEWALK o Replace Sidewalk o Replace Driveway o Replace Curb & Gutter o Saw Cutting 6.00 per S.F. 7.00 per S.F. 18.00 per L.F. 2.00 per L.F. DRAINAGE MAINTENANCE o Mechanical Culvert Flushing - Regular Time (2 1/2 hour Minimum) - Overtime - Overtime - Sundays/Holidays o Mechanical Catchbasin Cleaning 137.50 per Hour 154.50 per Hour 170.50 per Hour 44.00 per C.B. STRIPING AND MARKING o 4" Skip Centerline o 4" Solid Edgeline o 4" Solid Centerline o 6" Solid Bike Lane o 8" Solid Turn Lane o 12" Continuous Turn Lane (One Side) o 12" Double Centerline o Pre-line Layout/Survey o 8' Letter o 12" Crosswalk o 12" Limit Bar o 8' Directional Arrow o 24' Directional Arrow o 20' Diagonal Parking Line o Parking "T" o Handicap Legend (w/background) o Curb Painting o Bike Lane Arrow/Legend o Paint Removal o Raised Pavement Markers (Reflective) o Raised Pavement Markers (Non-Reflective) o R/R Crossing (Two directions) .033 per L.F. .050 per L.F. .055 per L.F. .116 per L.F. .143 per L.F. .154 per L.F. .165 per L.F. .055 per L.F. 3.575 EA. .385 per L.F. .440 per L.F. 8.80 EA. 20.30 EA. 3.30 EA. 2.20 EA. 19.25 EA. .44 per L.F. 13.20 EA. 3.30 per S.F. 3.85 EA. 2.20 EA. 77.00 EA. Note: (1) Striping unit prices require a minimum of $1,000. of work. Less than the above will require a $250.00 move-in charge. (2) For small jobs or priority striping, unit prices may be determined by local subcontractor rates. 10 CHEMICAL WEED CONTROL o Weed Spraying Medians o Weed Spraying Right of Ways 100.00 per Acre 105.00 per Acre STREET TREE MAINTENANCE o Tree Trimming Under 30' o Tree Trimming Over 30' o Tree Watering 34.10 EA. 45.10 EA. 0.83 EA. PARK MAINTENANCE o Thatching - Turf o Aerate - Turf o Fertilize - Turf/Bedding o Pre-Emergent Spraying-Bedding o Prune Trees (over 20') o Fungus Spraying - Trees 330.00 per Acre 198.00 per Acre 88.00 per Acre 220.00 per Acre 53.35 per Tree 4.40 per Tree C. TIME AND MATERIAL RATES The following rates shall be applied to work performed by the Contractor which is not specified in Section B (Unit Price~). At all times the Contractor shall strive to utilize the most cost effective elements possible to complete a project. Appropriate overhead and management fees will be applied as indicated. (8 HOURS) OVERTIME HOLIDAY HOURLY DAILY HOURLY HOURLY DESCRIPTION RATES RATES RATES RATES LABOR RATES Dublin Crew Maintenance Superintendent Landscape Foreman Landscape Laborer I Landscape Laborer II Landscape Laborer III Landscape Laborer (Temp) HCE Crew Superintendent Backhoe Operator Roller Operator Truck Driver 8-12 £.Y. Truck Driver 4-6 C.Y. Truck Driver 3 C.Y. Transit Cement Finisher Labor Foreman Laborer 1 Laborer 2 Laborer 3 23.50 188.00 34.50 45.40 17.60 140.80 24.75 31.90 15.20 121.60 21.38 27.55 12.80 102.40 18.00 23.20 10.40 83.20 14.63 18.85 8.10 64.80 12.15 16.20 40.00 320.00 60.00 80.00 39.00 312.00 58.50 78.00 38.00 304.00 57.00 76.00 32.50 260.00 48.76 66.00 32.00 256.00 48.00 64.00 32.00 256.00 48.00 64.00 31.00 248.00 46.50 62.00 30.00 240.00 45.00 60.00 29.00 232.00 43.50 58.00 28.75 230.00 43.12 57.50 28.50 228.00 42.75 57.00 11 DESCRIPTION EQUIP. COST HOURLY RATE WAGES TOTAL OPERATED INC. COST FRINGE PER PER BENEFITS HOUR DAY EQUIPMENT RATES Asphalt Paver Loader/Backhoe Tractor Roller - Walk Behind Roller - Vibratory lO-wheel Dump Truck 8-12 YD Bobtail Dump 5-6 YD Ready Mix Truck 3 YD Flatbed Dump Pick-up Crew Cab Pick-up Concrete Saw Compressor Bitumal Pot Vibra Plate Wacker Berm Machine Mower - Large 13' Mower - Large 8' Trailer - Large (18') Trailer - Small (8') Tractor Attachments Brush Chipper Chain Saw Portable Generator Brush Cutter Power Blower Power Mower (21") Power Edger Hand Tools (per crew) Two-way Radio 35,00 30,00 20,00 8,00 12,00 18,00 16,00 16,00 7,00 6,00 5,00 8,00 8,00 5,00 4,00 5.00 5,00 15,00 10,00 5,00 3,.00 8,00 8,00 6,00 5,00 4,00 3,00 2,00 1,50 1,50 1,00 38,00 39,00 35,50 29,O0 38,00 32,50 32,00 32,00 73,00 69,00 55,50 37,00 50,00 50,50 48,00 48,00 584,00 552,00 444,00 296,00 400,00 404,00 384,00 384,00 56.00 48,00 40,00 64,00 64,00 40,00 32.00 40,00 40.00 120,00 80,00 40,00 24,00 64,00 64,00 48,00 40,00 32,00 24,00 16,00 12,00 12,00 8,00 OVERHEAD AND MANAGEMENT FEES Applied to MCE Operations Applied to Subcontract Work 20 per cent 10 per cent Note: Hourly rates for equipment used which are not listed above shall be charged at rates listed in the most current edition of the Labor Surcharge and Equipment Rental Rates as published by the State of California Department of Transportation. If not listed in the aforementioned publication, equipment rates shall be agreed upon between the City Manager and Contractor in writing. 12