Loading...
HomeMy WebLinkAboutBlack and Veatch Corporation-2011-12 1 PROFESSIONAL SERVICES AGREEMENT Black and Veatch Corporation Sewer user Billing System Review and Ordinance Revision THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into this 24'h day of May, 2011, ("Effective Date") by and between the CITY OF GRAND TERRACE ("City"), a public entity, and Black and Veatch Corporation, an Individual or Entity, corporation, ("Professional"), 1. Scope of Services. City agrees to retain and does hereby retain Professional and Professional agrees to provide the services more particularly described in Exhibit"A", "Scope of Services"("Services"),attached hereto and incorporated herein by reference, in conjunction with Sewer User Billing System Review and Ordinance Revision("Services"). 2. Term. This Agreement shall be effective on the date first written above unless otherwise provided in Exhibit "A" Scope of Services and the Agreement shall remain in effect until December 13,2011, unless otherwise terminated pursuant to the provisions herein. 3. Compensation/Payment. Professional shall perform the Services under this Agreement for the total sum not to exceed Thirty one thousand nine hundred and twenty dollars ($31,920). Payment shall be made in accordance with City's usual accounting procedures upon receipt and approval of an itemized invoice setting forth the services performed. The invoices shall be delivered to City at the address set forth in Section 4 hereof. In the event City disputes any invoice item,City shall give Professional written notice of such disputed item within 10 days after receipt of such invoice and shall pay to professional the undisputed portion of the invoice according to the provisions hereof. If a City fails to pay any invoiced amounts when due, interest will accrue on each unpaid amount at the rate of twelve percent per annum, or the maximum amount allowed by law if less, from the date due until paid according to the provisions of this Agreement. Interest shall not be charged on any disputed invoice item which is finally resolved in City's favor. Notwithstanding any other provision of this Agreement, Professional is under no obligation to submit any deliverable if any invoice is more than 45 days outstanding. 4. Notices. Any notices required to be given hereunder shall be in writing and shall be personally served or given by mail. Any notice given by mail shall be deemed given when deposited in the United States Mail, certified and postage prepaid, addressed to the party to be served as follows: To City To Professional City of Grand Terrace Black&Veatch Corporation Attn: Richard Shields Attn: Ann Bui 22795 Barton Road. Bldg. B 800 Wilshire Blvd. Suite 600 Grand Terrace,CA 92313 Los Angeles, CA 90017 A 5. Prevailing Wage. If applicable, Professional and all subcontractors are required to pay the general prevailing wage rates of per diem wages and overtime and holiday wages determined by the Director of the Department of Industrial Relations under Section 1720 et seq. of the California Labor Code and implemented the City Council of the City of Grand Terrace. The Director's determination is on file and open to inspection in the office of the City Clerk and is referred to and made a part hereof; the wage rates therein ascertained, determined, and specified are referred to and made a part hereof as though fully set forth herein. 6. Contract Administration. A designee of the City will be appointed to administer this Agreement on behalf of City and shall be referred to herein as Contract Administrator. 7. Standard of Performance. While performing the Services, Professional shall exercise the reasonable professional care and skill customarily exercised by reputable members of Professional's profession practicing and performing similar services in the Metropolitan Southern California Area at the time services are performed, and shall use reasonable diligence and best judgment while exercising its professional skill and expertise. 8. Personnel. Professional shall furnish all personnel necessary to perform the Services and shall be responsible for their performance and compensation. Professional recognizes that the qualifications and experience of the personnel to be used are vital to professional and timely completion of the Services. The key personnel listed in Exhibit "B" attached hereto and incorporated herein by this reference and assigned to perform portions of the Services shall remain assigned through completion of the Services, unless otherwise mutually agreed by the parties in writing, or caused by hardship or resignation in which case substitutes shall be subject to City approval which approval shall not be unreasonably withheld. 9. Assignment and Subcontracting. Neither party shall transfer any right, interest, or obligation in or under this Agreement to any other entity without prior written consent of the other party. In any event,no assignment shall be made unless the assignee expressly assumes the obligations of assignor under this Agreement, in writing satisfactory to the parties. Professional shall not subcontract any portion of the work required by this Agreement without prior written approval by the responsible City's Contract Administrator. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement, including without limitation,the insurance obligations set forth in Section 12. Professional acknowledges that any transfer of rights may require City Manager and/or City Council approval. 10. Independent Contractor. In the performance of this Agreement, Professional, and Professional's employees, subcontractors and agents, shall act in an independent capacity as independent contractors, and not as officers or employees of the City or the City of Grand Terrace. Professional acknowledges and agrees that the City or the City has no obligation to pay or withhold state or federal taxes or to provide workers' compensation or unemployment insurance to Professional, or to Professional's employees, subcontractors and agents. Professional, as an independent contractor, shall be responsible for any and all taxes that apply to Professional as an employer. 2 11. Indemnification. 11.1 Indemnity. Except as to the sole negligence or willful misconduct of the City, Professional shall defend, indemnify and hold the City, and its officers, employees and agents, harmless from any and all loss, damage, claim for damage, liability, expense or cost, including attorneys' fees, which arises out of or is in any way connected with the performance of work under this Agreement by Professional or any of the Professional's employees, agents or subcontractors and from all claims by Professional's employees, subcontractors and agents for compensation for services rendered to Professional in the performance of this Agreement, notwithstanding that the City may have benefited from their services. This indemnification provision shall apply to any acts or omissions, willful misconduct or negligent conduct, whether active or passive, on the part of Professional or of Professional's employees, subcontractors or agents. 11.2 Attorney's Fees. The parties expressly agree that any payment, attorneys' fees, costs or expense that the City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this Section, and that this Section shall survive the expiration or early termination of the Agreement. 12. Insurance. 12.1 General Provisions. Prior to the City's execution of this Agreement, Professional shall provide satisfactory evidence of, and shall thereafter maintain during the term of this Agreement, such insurance policies and coverages in the types, limits, forms and ratings required herein. The rating and required insurance policies and coverages may be modified in writing by the City's Risk Manager or City Attorney, or a designee, unless such modification is prohibited by law. 12.1.1 Limitations. These minimum amounts of coverage shall not constitute any limitation or cap on Professional's indemnification obligations under Section 11 hereof. 12.1.2 Ratings. Any insurance policy or coverage provided by Professional or subcontractors as required by this Agreement shall be deemed inadequate and a material breach of this Agreement, unless such policy or coverage is issued by insurance companies authorized to transact insurance business in the State of California with a policy holder's rating of"A" and a Financial Class of VII or higher. 12.1.3 Cancellation. The policies shall not be canceled unless thirty (30) days prior written notification of intended cancellation has been given to City by certified or registered mail,postage prepaid. 12.1.4 Adequacy. The City and the City, its officers, employees and agents make no representation that the types or limits of insurance specified to be carried by Professional pursuant to this Agreement are adequate to protect Professional. If Professional believes that any 3 required insurance coverage is inadequate, Professional will obtain such additional insurance coverage as Professional deems adequate, at Professional's sole expense. 12.2 Workers' Compensation Insurance: By executing this Agreement, Professional certifies that Professional is aware of and will comply with Section 3700 of the Labor Code of the State of California requiring every employer to be insured against liability for workers' compensation, or to undertake self-insurance before commencing any of the work. Professional shall carry the insurance or provide for self-insurance required by California law to protect said Professional from claims under the Workers' Compensation Act. Prior to City's execution of this Agreement, Professional shall file with City either (1) a certificate of insurance showing that such insurance is in effect,or that Professional is self-insured for such coverage,or(2) a certified statement that Professional has no employees, and acknowledging that if Professional does employ any person, the necessary certificate of insurance will immediately be filed with City. Any certificate filed with City shall provide that City will be given ten (10) days prior written notice before modification or cancellation thereof. 12.3 Commercial General Liability and Automobile Insurance. Prior to City's execution of this Agreement, Professional shall obtain, and shall thereafter maintain during the term of this Agreement, commercial general liability insurance and automobile liability insurance as required to insure Professional against damages for personal injury, including accidental death, as well as from claims for property damage, which may arise from or which may concern operations by anyone directly or indirectly employed by, connected with, or acting for or on behalf of Professional. The City, and its officers, employees and agents, shall be named as additional insureds under the Professional's insurance policies but only to the extent of Professional's negligence. 12.3.1 Professional's commercial general liability insurance policy shall cover both bodily injury (including death) and property damage (including, but not limited to, premises operations liability, products-completed operations liability, independent Professional's liability, personal injury liability, and contractual liability)in an amount of$1,000,000 per occurrence and a general aggregate limit in the amount of$2,000,000. 12.3.2 Professional's automobile liability policy shall cover both bodily injury and with property damage in an amount not less than$500,000 per occurrence and a combined single limit of not less than $1,000,000. All of Professional's automobile and/or commercial general liability insurance policies shall cover all vehicles used in connection with Professional's performance of this Agreement,which vehicles shall include,but are not limited to,Professional owned vehicles, and Professional leased vehicles, Professional's employee vehicles, non-Professional owned vehicles and hired vehicles. 12.3.3 Prior to City's execution of this Agreement, copies of insurance policies or original certificates and additional insured endorsements evidencing the coverage required by this Agreement, for both commercial general and automobile liability insurance, shall be filed with City and shall include the City and the City and its officers, employees and agents, as additional insured's but only to the extent of Professional's negligence. Said policies shall be in the usual 4 form of commercial general and automobile liability insurance policies, but shall include the following provisions: It is agreed that the City of Grand Terrace and its officers, employees and agents, are added as additional insured but only to the extent of Professional's negligence under this policy, solely for work done by and on behalf of the named insured for the City of Grand Terrace. 12.4 Errors and Omissions Insurance. Prior to City's execution of this Agreement, Professional shall obtain, and shall thereafter maintain during the term of this Agreement, errors and omissions professional liability insurance in the minimum amount of $1,000,000 per occurrence and in the aggregate to protect the City from claims resulting from the Professional's activities. 12.5 Subcontractors' Insurance. Professional shall require all of its subcontractors to carry insurance, in an amount sufficient to cover the risk of injury, damage or loss that may be caused by the subcontractors' scope of work and activities provided in furtherance of this Agreement, including, but without limitation, the following coverages: Workers Compensation, Commercial General Liability, Errors and Omissions, and Automobile liability. Upon City's request, Professional shall provide City with satisfactory evidence that Subcontractors have obtained insurance policies and coverages required by this section. 13. Business Tax. Professional understands that the Services performed under this Agreement constitutes doing business in the City of Grand Terrace, and Professional agrees that Professional will register for and pay a business tax pursuant to Chapter 5.04 of the Grand Terrace Municipal Code and keep such tax certificate current during the term of this Agreement. 14. Time of Essence. Time is of the essence for each and every provision of this Agreement. 15. City's Right to Employ Other Professionals. City reserves the right to employ other Professionals in connection with the Services. 16. Accounting Records. Professional shall maintain complete and accurate records with respect to costs incurred under this Agreement. All such records shall be clearly identifiable. Upon reasonable notice, Professional shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Professional shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3)years from the date of final payment under this Agreement. 17. Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other materials either created by or provided to Professional in connection with the performance of this Agreement shall be held confidential by Professional, except as otherwise directed by City's 5 Contract Administrator. Nothing furnished to Professional which is otherwise known to the Professional or is generally known, or has become known, to the related industry shall be deemed confidential. Professional shall not use City's name or insignia, photographs of the Services, or any publicity pertaining to the Services or the Services in any magazine,trade paper, newspaper, television or radio production, website, or other similar medium without the prior written consent of the City. 18. Ownership of Documents. All reports, maps, drawings and other contract deliverables prepared under this Agreement by Professional shall be and remain the property of City upon City's compensation to Professional for its services as herein provided. Professional shall not release to others information furnished by City without prior express written approval of City. 19. Conflict of Interest. Professional, for itself and on behalf of the individuals listed in Exhibit `B", represents and warrants that by the execution of this Agreement, they have no interest, present or contemplated, in the Services affected by the above-described Services. Professional further warrants that neither Professional, nor the individuals listed in Exhibit `B" have any real property,business interests or income interests that will be affected by this Service or,alternatively,that Professional will file with the City an affidavit disclosing any such interest. 20. Solicitation. Professional warrants that Professional has not employed or retained any person or City to solicit or secure this Agreement, nor has it entered into any agreement or understanding for a commission, percentage, brokerage, or contingent fee to be paid to secure this Agreement. For breach of this warranty, City shall have the right to terminate this Agreement without liability and pay Professional only for the value of work Professional has actually performed, or, in its sole discretion, to deduct from the Agreement price or otherwise recover from Professional the full amount of such commission, percentage, and brokerage or commission fee. The remedies specified in this section shall be in addition to and not in lieu of those remedies otherwise specified in this Agreement. 21. General Compliance with Laws. Professional shall keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Professional,or in any way affect the performance of services by Professional pursuant to this Agreement. Professional shall at all times observe and comply with all such laws, ordinances and regulations, and shall be solely responsible for any failure to comply with all applicable laws, ordinances and regulations. 22. Amendments. This Agreement may be modified or amended only by a written Agreement and/or change order executed by the Professional and City. 23. Termination. City, by notifying Professional in writing, shall have the right to terminate any or all of Professional's services and work covered by this Agreement at any time. In the event of such termination, Professional may submit Professional's final written statement of the amount of Professional's services as of the date of such termination based upon the ratio that the work completed bears to the total work required to make the report complete, subject to 6 the City's rights under Sections 15 and 24 hereof. In ascertaining the work actually rendered through the termination date, City shall consider completed work,work in progress and complete and incomplete reports and other documents only after delivered to City. 23.1 Other than as stated below, City shall give Professional thirty (30)days prior written notice prior to termination. 23.2 City may terminate this Agreement upon fifteen (15) days written notice to Professional, in the event: 23.2.1 Professional substantially fails to perform or materially breaches the Agreement; or 23.2.2 City decides to abandon or postpone the Services. 24. Offsets. Professional acknowledges and agrees that with respect to any business tax or penalties thereon, utility charges, invoiced fee or other debt which Professional owes or may owe to the City, City reserves the right to withhold and offset said amounts from payments or refunds or reimbursements owed by City to Professional. Notice of such withholding and offset shall promptly be given to Professional by City in writing. In the event of a dispute as to the amount owed or whether such amount is owed to the City and/or the City, City will hold such disputed amount until either the appropriate appeal process has been completed or until the dispute has been resolved. 25. Successors and Assigns. This Agreement shall be binding upon City and its successors and assigns,and upon Professional and its permitted successors and assigns, and shall not be assigned by Professional, either in whole or in part, except as otherwise provided in paragraph 9 of this Agreement. 26. Venue and Attorneys' Fees. Any action at law or in equity brought by either of the parties hereto for the purpose of enforcing a right or rights provided for by this Agreement shall be tried in a court of competent jurisdiction in the County of San Bernardino, State of California, and the parties hereby waive all provisions of law providing for a change of venue in such proceedings to any other county. In the event either party hereto shall bring suit to enforce any term of this Agreement or to recover any damages for and on account of the breach of any term or condition of this Agreement, it is mutually agreed that the prevailing party in such action shall recover all costs thereof, including reasonable attorneys' fees, to be set by the court in such action. 27. Nondiscrimination. During Professional's performance of this Agreement, Professional shall not discriminate on the grounds of race, religious creed, color, national origin, ancestry, age, physical disability, mental disability, medical condition, including the medical condition of Acquired Immune Deficiency Syndrome (AIDS) or any condition related thereto, marital status, sex, or sexual orientation, in the selection and retention of employees and subcontractors and the procurement of materials and equipment, except as provided in Section 7 12940 of the California Government Code. Further, Professional agrees to conform to the requirements of the Americans with Disabilities Act in the performance of this Agreement. 28. Severability. Each provision, term, condition, covenant and/or restriction, in whole and in part, of this Agreement shall be considered severable. In the event any provision, term, condition, covenant and/or restriction, in whole and/or in part, of this Agreement is declared invalid, unconstitutional, or void for any reason, such provision or part thereof shall be severed from this Agreement and shall not affect any other provision, term, condition, covenant and/or restriction of this Agreement,and the remainder of the Agreement shall continue in full force and effect. 29. Authority: The individuals executing this Agreement and the instruments referenced herein on behalf of Professional each represent and warrant that they have the legal power, right and actual authority to bind Professional to the terms and conditions hereof and thereof. 30. Entire Agreement: This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the subject matter of this Agreement, and supersedes all prior and contemporaneous understandings or agreements of the parties. Neither party has been induced to enter into this Agreement by, nor is either party relying on, any representation or warranty outside those expressly set forth in this Agreement. 31. Interpretation. City and Professional acknowledge and agree that this Agreement is the product of mutual arms-length negotiations and accordingly, the rule of construction, which provides that the ambiguities in a document shall be construed against the drafter of that document, shall have no application to the interpretation and enforcement of this Agreement. 31.1 Titles and captions are for convenience of reference only and do not define, describe or limit the scope or the intent of the Agreement or any of its terms. References to section numbers are to sections in the Agreement unless expressly stated otherwise. 31.2 This Agreement shall be governed by and construed in accordance with the laws of the State of California in effect at the time of the execution of this Agreement. 31.3 In the event of a conflict between the body of this Agreement and Exhibit "A" ("Scope of Services")hereto,the terms contained in Exhibit"A" shall be controlling. 32. Exhibits. The following exhibits attached hereto are incorporated herein to this Agreement by this reference: Exhibit"A"- "Scope of Services and fees" Exhibit"B"—"Key Personnel" IN WITNESS WHEREOF City and Professional have caused this Agreement to be duly executed the day and year first above written. 8 THE CITY OF GRAND TERRACE, A public body By: >9 0 B y M. Adams City Manager Company Black&Veatch Corporation Attest: fAl.0 , ,c' o t // Brenda Mesa / C 1 City Clerk B APPROVED AS TO FORM: (Jobu1 R. Rost-11) ByQ-7;346^ City Attome Reviewer AN Approved: Date: G- q- ll 9 EXHIBIT "A" SCOPE OF SERVICES The successful Consultant will provide the City with user rate modeling and prepare revisions to Chapters 4.68, 4.72, 13.04 and 13.08 of the City's Municipal Codes relating to sewer user fees and services consistent with established local and state law and guidelines. Under this agreement, the selected Consultant will provide, but not be limited, to the following scope of services: 1. Preparing a review of the City's existing sewer user billing models and develop recommendations for an updated model based on appropriate parameters such as number of drainage fixtures units per customer, or other best management practices as determined between the Consultant, the City of Grand Terrace, Grand Terrace Waste Franchise Hauler, and the City of Colton Wastewater Treatment Facility. The City of Colton provides wastewater treatment for Grand Terrace and Burrtec Waste Industries Inc. provides billings of City residential users. Riverside Highland Water District provides billings for our commercial users. 2. Review sewer collection system revenues and expenses for the fiscal years FY2007-08, FY2008-09, FY2009-10 to identify any discrepancies between the revenues collected from sewer users versus the expenses of the system, and determine and document any shortfalls. Consult with the City of Colton Waste Water Treatment Facility to determine current rates that should be charged for treatment in the City of Grand Terrace. Said review shall consist of all line items and expenses relating to the sewer collection and treatment system, including salaries and benefits, operation and maintenance, depreciation, current and future capital expenses as available, and any proposed sewer collection or treatment system master plans for expansion. 3. Provide a separate cost estimate for the review of city's existing commercial accounts. A low, medium, and high strength rate shall apply to all commercial/industrial users based upon usage. 4. Develop and present revisions to appropriate sections of the City's Municipal Code, including but not limited to the following sections: The City of Colton has adopted a new Wastewater Collection and Treatment System ordinance that the City of Grand Terrace must now adopt. 10 Chapter 4 -Comprehensive Fee Schedules. Fines and Taxes 4.68 Sewer Connections 4.72 Sewer User Charges Chapter 13— Public Services 13.04 Sewer Connections 13.08 Sewer User Charges 13.12 Wastewater Collection and Treatment System 5. Prepare staff report and workshop presentation materials for submission to the City Council. Such materials shall include preparation of PowerPoint presentation regarding issues and findings, handouts and other materials necessary to provide adequate information to the City Council in support of recommendations. a Coordinate Proposition 218 and Proposition 26 notification for any proposed sewer user rate increase ordinances, including coordination of notification through the City's solid waste franchise service provider. 7. Provide technical support to the City staff during all City Council meetings relating to the Sewer User Billing System, including presentations before the council and responses to questions. 8. Act as the City's project manager and provide appropriate administrative and technical support to existing City staff for other sewer collection and treatment studies and activities as requested. Such studies may include development of scope of work for engineering and technical studies relating to sewer collection operations, flows, volumes, composition of waste flow and facilities needs. Professional Services Agreement Sewer Billing transfer.doc 11 al r EXHIBIT"B" KEY PERSONNEL T:ny Pri,ennel he following information provides a summary of the qualifications, responsibilities,general experience,and time commitment for the managerial and supervisory professionals that will be assigned to the.study. n .n John Kersten Vice Executive Project Director and Principal-In-Charge for following 30 years President/Project commitment for clients all over US-IEA;City of Raleigh;Orlando Director project execution Utilities Commission; City of Columbia,SC;Winston- lime Confirming that Salem.NC:City of Garland,TX; City of High Court,NC; Commitment: Location:Orlando.FL appropriate Greenville Utilities Commission,NC;City of Lakeland As-needed i I.;City of Las Cruces,NM;City of Greensboro,NC;City available for arefor of Danville,VA,City of Anderson,SC;City of project Wilmington,NC OA Review National Practice Lead for all municipal water and wastewater financial consulting work Keith Barber Principal Consultant/ Provide direction Project Manager for rate study projects with the 35 years Technical Advisor and technical following clients:Metropolitan Sewer District of St guidance as fouls:the Cain of Kansas City,MO;Little Rock,AR; Time Location:Overland necessary, Tulsa,OK,Topeka,KS;and Baton Rouge,LA Commitment: Park,KS Attend all project Project Manager for a comprehensive water demand 35% meetings and study for the Illinois American Water Company presentations Project Manager for Black&Veatch's rate and financial feasibility work for the City of Los Angeles,CA,Bureau of Sanitation since 1987 Project Manager for Water Rate Study for Coachella Valley Water District Ann Bui Director/ Responsible for 22 years of strategic and business planning,utility 22 years Project Manager day-to-day ratemaking,and financial valuation studies or utilities execution of work West CoastLead for water and wastewater financial time Location:Irvine,CA plan and planning and rate work Commitment: Presentations Project Lead for multi-tiered debt financing sales 25% Responsible for totaling over 52 billion project budget Project Manager for rate and connection fee studies and schedule for the following CA clients following Prop 218 and AB Attend all project 1600 requirements'Garden Grove,Antioch,DSRSO, meetings and CCSD,Chino Hills,San Clemente,Downey,Indio Water presentations Authority,San loan Capistrano,Long Beach,Marin MWD,and Oxnard Vice Chair of AW W A finance,Accounting and Management Controls and Member of Strategic Management Practices Committees Kenneth Director/Senior Provide CIS Business Development,CIS for Public and Municipal Tomchuk Advisor-CIS guidance as Utilities with 40 years experience throughout the 40 years necessary tinned States and Canada Time Commitment: Location:Dallas,3X 15% Rich ten Engineering Provide Lead and Project Engineer for projects with the Bosch,P.E. Manager/Senior engineering and following clients:Orange County Sanitation and Water 21 years Advisor-Engineering technical guidance District,Irvine Ranch Water District,City of Rialto,City as necessary of Tustin,City of San Bemandmo,City of Scottsdale, Time Attend Project City of Carlsbad,Cucamonga Valley Water District, Commitment: Location:Irvine,CA meetings if Chino Hills 15% necessary Alberta Consultant/ Responsible for Lead analyst for rate study projects with the following Morales Lead Financial review of sewer clients;Garden Grove,San Juan Capistrano,CM of Los B years Analyst rate model Angeles,Cambia Community Service District,Oxnard, Provide updates Downey,Antioch,Chino Hills,and San Clemente Time Location:Los on model Lead consultant on El Dorado Irrigation District and Commitment: Angeles,CA Attend project Oty of Henderson Capital Prioritization Study 60% meetings 12