HomeMy WebLinkAboutRFP - P923 WOOD STREET NONPROFIT LEASECity of Fort Collins
Administrative Services
Purchasing Division
REQUEST FOR PROPOSAL
CITY OF FORT COLLINS
Proposal Number P923
400 Wood Street Nonprofit Lease
The City of Fort Collins is seeking proposals from qualifying nonprofit organizations.
Written proposals, six (6) will be received at the City of Fort Collins' Purchasing Division, 215 North
Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals will be received before 3:00 p.m. (our
clock), March 4, 2004. Proposal No. P-923. If delivered, they are to be sent to 215 North Mason
Street, 2"d Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins,
80522-0580.
Questions concerning the scope of the project should be directed to Project Manager Ken Mannon
(970) 221-6894.
Questions regarding proposals submittal or process should be directed to James B. O'Neill, II,
CPPO, FNIGP (970) 221-6775.
A Pre -Proposal meeting will be held at 9:00 a.m. on February 18, 2004 at 117 N. Mason St.
Facilities Building Conference Room. There will be a tour of the facility following the meeting for
those who are interested.
A copy of the Proposal may be obtained as follows:
1. Call the Purchasing Fax -line, 970-416-2033 and follow the verbal instruction to
request document #30923.
2. Download the Proposal/Bid from the Purchasing Webpage,
www.fcqov.com/purchasing.
3. Come by Purchasing at 215 North Mason St., 2°d floor, Fort Collins, and request a
copy of the Bid.
Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a
financial interest in the sale to the City of any real or personal property, equipment, material,
supplies or services where such officer or employee exercises directly or indirectly any decision -
making authority concerning such sale or any supervisory authority over the services to be rendered.
This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor,
entertainment, kickback or any items of monetary value from any person who has or is seeking to do
business with the City of Fort Collins is prohibited.
Collusive or sham proposals: Any proposal deemed to be collusive or a sham proposal will be
rejected and reported to authorities as such. Your authorized signature of this proposal assures that
such proposal is genuine and is not a collusive or sham proposal.
The City of Fort Collins reserves the right to reject any and all proposals and to waive any
irregularities or informalities.
Sincerely,
4ces B.O'Neill II, CPPO, FNIGP
tor of Purchasing & Risk Management
03
215 North Mason Street • 2nd Floor • P.O. Box 580 • Fort Collins, CO 90522-0590 • (970) 221-6775 • FAX (970) 221-6707
C. That it is expressly understood and agreed by the parties hereto
that in the performance of the obligations provided for in this
Agreement, time is of the essence.
D. The covenants and conditions herein contained shall apply to and
bind the heirs, legal representatives, and assigned of the parties
hereto and all covenants are to be construed a conditions of this
Lease.
E. If either party must resort to legal action to enforce the terms of this
Agreement, the prevailing party shall be awarded legal fees.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement the day
and year first written above.
CITY:
THE CITY OF FORT COLLINS, COLORADO,
a Municipal Corporation
In
ATTEST:
City Clerk
APPROVED AS TO FORM:
Assistant City Attorney
City Manager
TENANT:
M
Title:
ATTEST
Title:
03
ATTENDANCE RECORD
PREBID CONFERENCE
Proposal Number P923
400 Wood Street Nonprofit Lease
Location: 117 N. Mason
NAME
FIRM NAME
ADDRESS
TELEPHONE
FAX #
E-MAIL ADDRESS
J�•O�i�t,t,.
��Y'`-I
221-4o7791
JoN Vo Q oM.
1w-a- Fa(an
fw4dls 6a6
Fto-l-k,I
Sot 0. Sk u)a b(.
aR&
�a►� Q
Ik Sad
I
C�fn
1(�SU i TS
hCTmp,\1 .ccsrn
,�.. I � • I£' 1�t'�
w ��.�
► I
�02, � O 1p �/
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�IJ10aN/1)a
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1�10ANN6100
RESPITE CARE, INC.
Fort Collins Utilities
2/6/2004
5013
Operating Account Acct #369106-49406
DE.UXE BUSINESS FORMS 1+800 328-0304 wwwAtlmbm .c
Account Number I customer Name Service Address 113ill Date I Date Duel Amount Due
369106-49406 RESPITE CARE INC 400 WOOD ST
01-21-04 02-15-04 $285.48
See reverse side for customer information and explanation of abbreviations.
Billing and Payment Summary
Payment due last billing period ...................... $ 219.56
Payments received since last billing ................... $ 219.56
Charges for this billing period due 02-15-04 ..............$ 285.48
Total amount due ............................... $ 285.48
ectric Energy
E100
12-08-03
01-08-04
31
Crmwater
H2O1
12-08-03
01-08-04
31
ter
W220
12-08-03
01-08-04
31
Wastewater
0221
12-08-03
01-08-04
31
Floodlighting
12-08-03
01-08-04
31
81049 83633 1 2584 KWH $161.41
$24.37
27539 27762 100 22300 GAL $68.40
8247 WOA $22.10
1 LT $9.20
Sub -total $285.48
City Sales Tax
State/County Sales Tax
Total charges this billing period $285.48
Average
Read Date
Days
Use in Gals
Gal/Day
61-08.04
31
22300
719
12-08-03
32
10200
318
11-06.03
29
9900
341
10-08-03
29
30100
1037
09-09-03
29
38400
1324
08-11-03
33
41100
1245
07-09-03
30
24900
830
06-09-03
33
15800
478
05-07-03
28
7500
267
04-09-03
30
7900
263
03-10-03
28
8300
296
02-10-03
32
9000
281
01-09-03
34
8200
241
Read Date Date
Days
kWh
in kWh
Average
kWh/Day
kWh/Day
01-08-04
31
2584
83
12-08-03
32
2317
72
11-06-03
29
2189
75
10-08-03
29
2046
70
09-09-03
29
3039
104
08.11-03
33
4609
139
07-09-03
30
3164
105
06-09.03
33
2156
65
05-07-03
28
2001
71
04-09-03
30
2277
75
03-10-03
28
2295
81
"I 2R1T-03'
32
2851
89
01-09-03
34
2912
AS
RESPITE CARE, INC. 5 012
Xcel Energy 2/6/2004
219.32
Operating Account Acct #2000354726 219.32
RD DELUXE BUSINESS FORMS 1+WD-328-MO4 v ASIUMFIO..-- SM qp
u
xce>, energy
OENVER,CO
80201
(800)481-4700
Page 1 of 1
:ustamer.Name _ Service Address Due Date Account No. AmouotOue
IESPITE CARE lkC' 400 WOOD ST Feb 12, 2004 2000354726 $.21437
FT COLLINS, CO80521-1951
kccountActivity,
Date of Bill Jan 29, 2004 Previous Balance ` $ 212.11
Number of Payments Received 1 Total Amount ofT ayments $ 212.11
Number of Days in Billing, Period 31 Balance. Forward $ 0.00
+ Current Bill $ 219.32
Current Balance $ 219.32
Gas Service - AccountSummary,
Meter No. FC22230 Commercial
Rate CG-T Commercial Distribution System .08684
Current Reading 9294 01/27/2004 Natural Gas .50710
Previous Reading 8979 12/27/2003 Interstate Pipeline.06340
Measured Usage 315 Subtotal306 x .65734 $ 201.14
Therm Multiplier 0.9714
Therms Used 306
Metering & Billing $15:34
Franchise Fee $ 2.84
Sales Tax $ 0:00
Subtotal $ 219.32'
Comparison Information
Billing Period Therm Usage Avg.. Daily, Temp.
Gas $ 219.32 per. month $ 7.07 per day This Year 30G 31
Last Year 289 350
Customer Messages
ALL UNPAID AMOUNTS ARE SUBJECT TO A LATE PAYMENT CHARGE. IF APPLICABLE, PLEASE PAY S222.61WHICH INCLUDES THE LATE CHARGE.
XCEL ENERGY HAS ATEAM OF ENERGY EXPERTS DEDICATED TO SERVING THE NEEDS OF BUSINESS CUSTOMERS. CALL OUR BUSINESS
SOLUTIONS CENTER AT 1-800-481-4700 FROM 7 A.M. TO 6 P.M. MONDAY THROUGH FRIDAY.
PROVIDING RELIABLE ELECTRICITY FOR OUR CUSTOMERS IS OUR TOP PRIORITY. WHEN OUTAGES; OCCUR, OUR FIELD CREWS WORK AROUND
THE CLOCK TO REPAIR POWER LINES AND REDIRECT ENERGY ACROSS OUR DISTRIBUTION NETWORK TO RESTORE POWER TO ALL CUSTOMERS
AS QUICKLY AND SAFELY AS POSSIBLE. CALL 1-800-481-4700 AND PRESS ITO REPORT AN OUTAGE -
WE'RE COMMITTED TO PROVIDING YOUTHE BEST VALUE, SERVICE AND INFORMATION. YOUR COMMENTS AND QUESTIONS ARE WELCOME
AND MAY BE DIRECTED TO THE ADDRESS OR PHONE NUMBER AT THE TOP OFTHIS STATEMENT.
I 1
SKETCH/AREA TABLE ADDENDUM
Property Address 400 -Wood Street
City._, Fort Collins- _ State CO Zip _
-Borrower
Lender/Client
Appraiser Name- Measured by Ralph Campano Appr Address Sketch by Deb Myer
First Floor _ In
_
Storage
�� Kitchenco 5 2'
14.2' Zo Office
l�.3'
Bdrm Bath __ OUtili�Iy 3.3'
0.3 .8
C� 6.5' o
cn
Bdrm Living I Office
0 1co
.5 c cv
- - 3 N Zo Bath Utility a-
16.4' Porch
. . ..................... ------- - 11.1' t
27.3
Second Floor 16.7
Finished Basement
[� Bdrm Bdrm o
N - 11�8�8 Hall 4.9'
0
_- Bdrm L6
Comments:
AREA CALCULATIONS
SUMMARY
Code
Description
Size
Totals
GLA1
First Floor
1707.04
1707,04
GLA2
Second Floor
709.50
709.50
BSMT
Finished Basement
1292.35
1292.35
P/P
Porch
128.59
128.59
Scale: 1 = 15
LIVING
AREA
BREAKDOWN
Breakdown
Subtotals
First Floor
8.3
x
49.1
407.53
2.8
x
23.8
66.64
1.3
x
13.3
17.29
16.7
x
29.0
484.30
14.2
x
27.6
391.92
14.2
x
18.0
255.60
0.3
x
17.0
5.10
1.9
x
41.4
78.66
Second Floor
22.1
x
29.0
640.90
4.9
x
14.0
60.60
TOTAL LIVABLE (rounded) I 2417
10 Areas Total (rounded) I 2417
-- - - Page 1 of 2
CALCULATIONS ADDENDUM
Property Address 400 Wood Street
----
City Collins
Slate CO Zip
_Fort
Borrower__
- ---
..
LendedClienl
- ----
Appraiser Name Measured by Ralph Campano
Appr Address
Sketch by Deb Myer
Second Floor
GLA2
Finished Basement
BSMT
22.1 x 29.0 -
640.90
7.5 x 27.3 =
204.75
4.9 x 14.0 .
68.60
16.0 x 25.8 .
412.80
23.8 x 25.6 =
609.28
5.2 x 12.6 •
65.52
}
Area total (rounded)
= 710
Area total (rounded)
= 1292
First Floor
Gl.A1
Porch
PIP
8.3 x 49.1 .
407.53
7.7 x 16.7 m
128.59
1
2.8 x 23.8 =
66.64
1.3 x 13.3 .
17.29
16.7 x 29.0 •
484.30
14.2 x 27.6 •
391.92
14.2 x 18.0 •
255.60
0.3 x 17.0 -
5.10
•
1.9 x 41.4 -
78.66
•
Area total (rounded)
= 1707
Area total (rounded)
= 129
Page 2 of 2
Proposal Number P923
400 Wood Street Nonprofit Lease
Background:
The City of Fort Collins is the owner of the property at 400 Wood Street, Fort Collins, CO 80521.
This property has been the home of Respite Care for many years. Respite Care will be moving
into their new building in June. The City is seeking a non-profit tenant who would be interested
in this property. The property should be available for occupancy July 1, 2004.
A Pre -Proposal meeting will be held at 9:00 a.m. on February 18, 2004 at 117 N. Mason St.
Facilities Building Conference Room. There will be a tour of the facility following the meeting for
those who are interested.
Tenant's must meet the following requirements:
Proposal Submission Requirements:
1. Agency must submit documentation showing an established history of local
community service.
2. Agency must submit the most recent agency audit or equivalent financial records
(2002 or more recent).
3. Agency must provide documentation that the agency is in good financial standing,
with the financial capacity to handle maintenance costs at 400 Wood Street.
4. Agency must provide state licensing number (if applicable).
5. Agency must have current state licensure (if applicable) in good standing.
6. Must have staffing and financial capacity for operations at 400 Wood Street.
7. Must have current 501(3)c status as a Colorado non-profit corporation (show
documentation)
8. Must meet a CDBG National objective by serving a majority (51 % or more) of low -
moderate income clients below 80% of Area Median Income (AMI) (provide
documentation).
9. Service must be a CDBG-eligible activity.
Zoning:
In addition to meeting CDBG-eligible activity requirements, must be a permitted use in the NCM
Zoning District. Allowable uses are:
1. Child Care Center
2. Adult Day/Respite Care Center
03
SKETCH/AREA TABLE ADDENDUM
to . M! . �AW61a6i
awe co- ------
RA-Ph.c.".
First Floor
tL61151
c6
Kitchen Entry
c6
.......... �Den
Open
1.3 '
0.31 Bdrm Bath
Bdrrn 04
F
18'
Bdrrn Living
Bdrm
a
bo
a
3
c4 C6
16.4' Porch
Second Floor 16.7'
rAl Bdrm
Bdrm
J
C\I
Hall
4. 1'
Bdrm
C)
6
AREA CALCULATIONS - Y
_ SUMMARY
I292.35
1
1292.35
F/P
P icb 120-59
126r59
TOTAL LIVABLE
03
— 241.7 j
Storage
5.2' 0[,b
CO 1
Office
C\i
Utility 33'
6 r
.51 b
Office
1.5'
M
utility
Bath
27.3'
Finished Basement
LIVING AREA BREAKDOWN
13'3
17,29
M7 x Mo
451-30
14.2 . 27.6
393,:21 1
14.2 . 19.0
255. 0
0.3 x 170
5,101
41.4
70,18
22-1 z 29-0
1 640.00
4.9 x 14.0
68.60
10 Areas Total (rowded)
2417 II
aft�
03
CALCULATIONS ADDENDUM
Fkst Flow - GL.At
REVIEW AND ASSESSMENT
Tenant's will be evaluated on the following criteria. These criteria will be the basis for review of the
written proposals and any interview session.
The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5
being an outstanding rating.
WEIGHTING
QUALIFICATION
STANDARD
FACTOR
5.0
Proposed Use
Does the proposal show an understanding of the
project objective, meet the CDBG and Zoning
requirements, and result in a positive use of the
property?
5.0
Personnel
Do the persons who will be working on the project
Qualifications
have the necessary skills? Are sufficient people of
the requisite skills assigned to the proposed use of
the property?
2.0
Availability
When can the Tenant begin to use the property?
What is the yearly
2.0
lease rate?
Is this within acceptable guidelines for non-profit use
of the facility?
6.0
Tenant Capability
How has the Tenant been meeting its mission? Does
the Tenant have the support capabilities the assigned
personnel required to continue to be viable? What is
the reputation of the Tenant in the community?
Reference evaluation (Top Ranked Tenant)
The project Manager will check references. The evaluation rankings will be labeled
Satisfactory/Unsatisfactory.
03
LEASE AGREEMENT
THIS LEASE AGREEMENT, made and entered into this _ day of
200_, by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal
Corporation, hereinafter referred to as the ("City"), and
hereinafter referred to as ("Tenant").
WITNESSETH:
WHEREAS, the City is the owner of certain Premises in the City of Fort Collins
located at 400 Wood Street, Fort Collins, Colorado 80521 ("Premises"); and
WHEREAS, the Tenant desires to lease said Premises for the purpose of
WHEREAS, the use by Tenant of the Premises for its
would further an important public purpose of the City of Fort Collins.
NOW THEREFORE, for and in consideration of the mutual covenants and
obligations herein expressed, the monetary payment hereinbelow recited and the public
benefit to be derived from the service provided by the Tenant, the receipt and adequacy
of which is hereby acknowledged, it is hereby mutually covenanted and agreed by and
between the parties as follows:
1. Premises. The City hereby leases to the Tenant and the Tenant hereby
leases from the City, the Premises located at 400 Wood Street in the City of Fort
Collins, Colorado, said property more fully described as follows:
Lots 25 and 26, Block 294, West Side Addition, City of Fort Collins,
Colorado, Larimer County, Colorado.
2. Term:
A. Base Term. The base term of this Lease shall be for a five (5) year
period commencing on , 200_, unless sooner terminated by either
party pursuant to paragraph 13 hereof.
B. Extensions. Unless the City determines, at its sole discretion, that
such renewal is not in the City's interest, the Tenant shall have the right and option to
extend the base term of this lease for two additional five-year terms. However, such
extension is expressly contingent upon the Tenant not being in default hereunder.
Tenant shall provide sixty (60) day's notice prior to the end of any given lease term of
its intent to extend or to terminate the lease.
3. Rent. Tenant shall pay to the City, in advance, the sum of
03 per year as and for rent for the above described Premises, such
payment to be made at City's Right -of -Way Office, 117 North Mason Street, Fort
Collins, Colorado, or at such other place as the City may from time to time designate.
4. Permissible Uses of Premises. Tenant agrees to use and occupy the
Premises only for the purpose of and for
no other purpose whatsoever without the prior written consent of the City. Tenant shall
comply with all State and local licensing requirements and with all laws and regulations
pertaining to the Community Development Block Grant Program as in effect at the time
of this Lease or as subsequently modified.
5. Condition of Premises. Maintenance and Damage. Tenant stipulates that
the Premises have been examined, including the grounds, buildings and all
improvements, and that they are, at the time of this lease, in good order and repair,
safe, clean and in tenantable conditions. Tenant shall be responsible for all routine
maintenance associated with the use of the Premises.
6. Alterations and Improvements. Tenant shall make no alterations or
improvements to the building, improvements, or grounds of the Premises without prior
written consent of the City. All alterations, changes and improvements built,
constructed, or placed on the Premises by Tenant, with the exception of the fixtures
removable without damage to the Premises and movable personal property shall,
unless otherwise provided by written agreement between the parties hereto, be the
property of the City and remain on the Premises at the termination of this Lease.
7. Assignment and Improvements The Tenant shall not assign, sublet or
grant any concession or license for use of the Premises or any part thereof without the
prior written consent of the City. The City's consent to any given assignment,
subletting, concession or license shall not be deemed to be a license. An assignment,
subletting, concession or license obtained without the prior written consent of the City,
or an assignment or subletting by operation of law, shall be void and shall, at the City's
option, terminate this Lease.
8. Dangerous Materials Tenant shall not keep or have on the Premises any
article, item or thing of a dangerous, inflammable or explosive character that might
unreasonably increase the danger of fire to the Premises or that might be considered
hazardous or extra hazardous by any responsible insurance company.
9. Utilities. Tenant shall be responsible for arranging for and paying all utility
services required on the Premises.
10. Maintenance and Repair. Tenant shall keep and maintain the Premises,
grounds, appurtenances, improvements and fixtures in a safe and sanitary condition
and in good repair during the term of this Lease and any renewal thereof at the sole
expense of the Tenant. Such maintenance shall include, but not be limited to, all
required repairs to the plumbing, range, heating apparatus, electric and gas fixtures,
snow removal and grounds maintenance. In addition, major maintenance and repair of
03
the Premises, whether or not due to the Tenant's misuse, waste or neglect or that of its
employees, agents, or visitors, shall be the sole responsibility of the Tenant at Tenant's
expense. If Tenant refuses or neglects to commence and to complete repairs promptly
and adequately, City may make and complete said repairs and Tenant shall pay the
cost thereof to the City.
11. Right of Inspection. The City shall have the right at all reasonable times,
during the term of this Lease and any renewal thereof, to enter the Premises for the
purpose of inspecting the Premises and all buildings, grounds and improvements
thereof, provided City contact the Tenant at least twenty-four (24) hours prior to such
visit.
12. Surrender of Premises At the expiration of this Lease term or any
renewal thereof, the Tenant agrees to quit and surrender the Premises in as good a
state and condition as they were at the time of commencement of this Lease,
reasonable wear and tear and damages by the elements excepted. The Tenant agrees
to be responsible and to reimburse the City for any repairs to the Premises required due
to the Tenant's occupancy of the Premises.
13. Default. If any default is made in the payment of rent, or any part thereof,
at the times hereinbefore specified, or if any default is made in the performance of or
compliance with any term, provision or condition hereof, this Lease, at the option of the
City, shall be terminated and forfeited, and the City may reenter the Premises and
remove all persons therefrom. The Tenant shall be given written notice of any default
or breach of the provisions of this Agreement and termination or forfeiture of the Lease
shall not result if, within twenty (20) days after receipt of such notice, the Tenant has
corrected the default or breach or has taken action reasonably likely to affect such
correction within a reasonable time.
14. Insurance.
A. The Tenant, at its sole cost and expense, shall, during the term of
this Lease, procure, pay for and keep in full force and effect a comprehensive policy of
commercial general liability insurance covering the improvements and the Premises
insuring the Tenant in an amount not less than Five Hundred Thousand Dollars
($500,000.00) covering bodily injury, including death to persons, personal injury and
property damage liability arising out of a single occurrence. Such coverage shall
include, without limitation, legal liability of the insureds for property damage, bodily
injuries and deaths of persons in connection with the operation, maintenance or use of
the Premises (including acts or omissions of the Foundation), legal liability arising out of
lawsuits related to employment contracts of the Foundation and protection against the
liability for non -owned and hired automobiles. Such coverage shall also include, if
applicable, comprehensive automobile liability insurance, garage keepers' liability,
liability for property of others, host liquor liability, water damage liability, contractual
liability, workmen's compensation insurance for employees of the Tenant and such
other risks as shall customarily be required by private institutional mortgage investors
03
with respect to property similar in construction, location and use.
B. The Tenant, at its sole cost and expense, shall, during the term of this
Lease, procure, pay for and keep in full force and effect a policy of property insurance
covering all leasehold improvements to the Premises and all of the Tenant's equipment,
trade fixtures, appliances, furniture, furnishings and personal property from time to time
in, on or upon the Premises. This insurance shall be in an amount not less than the full
replacement cost without deducting for depreciation. Such insurance shall afford
protection against at least the following: (i) loss or damage from fire and perils normally
covered by the standard extended coverage endorsement; and (ii) such risk as shall
customarily be covered with respect to property similar in construction, location and
use, including all perils normally covered by the standard "all risk" endorsement when
such is available.
C. If the Tenant employs any person in connection with the operation and
use of the Premises as contemplated under this Lease Agreement, the Tenant shall, at
its own sole cost and expense, during the term of this Lease, procure, pay and keep in
full force and effect workers' compensation insurance, in an amount not less than Six
Hundred Thousand Dollars ($600,000.00) for each occurrence, for all of its employees
to be engaged in work on the Premises under this Lease Agreement.
D. All policies of insurance carried by the Tenant shall name the Tenant as
insured and shall name the City as additional insureds and loss payees for the policy.
The policy or policies shall contain a provision that the policy or policies cannot be
canceled or materially altered either by the insureds or the insurance company until
thirty (30) days prior written notice thereof is given to the Tenant and the City. Upon
issuance or renewal of any such insurance policy, the Tenant shall furnish a certified
copy or duplicate original of such policy or renewal thereof with proof of premium
payment to the City. Any such policies shall contain waivers of subrogation and waivers
of any defense based on invalidity arising from any act or neglect of any assignees or
sublessees of the Tenant.
15. Indemnification. Tenant agrees to indemnify and hold harmless the City
against all damages, claims, liabilities for injury or damage to person, property or
whenever and by whomever brought and causes of action arising from or in anyway
relating to the Tenant's possession or use of the Premises.
16. Conditions of the Agreement. It is further agreed by and between the City
and Tenant as follows:
A. That this Agreement may not be enlarged, modified, or altered,
except as in writing, signed by the parties as an amendment
hereto.
B. That no waiver of any breach of this Agreement shall be held or
construed to be a waiver or any subsequent breach thereof.
03