HomeMy WebLinkAboutbocc.con.059.2000 CONTRACT#.a5:1.
/ ! ` )aO ROFESSIONAL SERVICES
AGREEMENT
THIS AGREEMENT is made and entered into this day of Ag , 20Qo_,
by and between Pitkin County, Colorado ("County") and Sixel, Boggs & Ass sates, Inc.
(hereinafter"Consultant").
1. Purpose. The purpose of this Agreement is for the Consultant to measure
Aspen/Pitkin County Airport's (ASE)performance. The performance will be done from two
perspectives.
Part I. ASE Benchmarking Exercise
Part II. ASE Customer Service Monitor(CSM)
2. Scope of Work
I. Benchmarking ASE against other similar airports to produce a final report
from the following exercises:
a. Mail out survey instrument designed to collect relevant financial
and operational information
b. Evaluate and analyze the information collected
C. Comparison of the financial performance of ASE's air carriers with
other markets served by each air carrier.
II. ASE Customer Service Monitor(CSM)
a. Measure customer expectations in the ASE airline passenger
terminal related to the non-airline services by a developed passenger
intercept survey instrument.
b. Measure the customer's evaluation of those same services to
produce a final SCM report.
3. Payment. Sixel, Boggs & Associates, Inc. (SBA) will produce two copies of a
final report that includes the tabulated results of the survey information and the associated
narrative analysis. If requested, SBA will provide the airport with copies of survey instruments
as well as other information developed as part of this project.
Part I:
ASE benchmark survey and analysis $6,000
ASE airline performance indicators 750
Total Part I $6,750
This budget does not include time or travel expenses associated with additional
meeting sin Aspen.
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A
Part II:
Data Collection
Advanced Marketing Research team (5 days, 6 nights, 2 people) $ 2,600
Lodging(Inn at Aspen $100/night, 6 nights) 1,200
Meals and expenses 580
Rental car($40/day plus gas) 300
R/T airfare EUG-ASE 1,400
Questionnaire, data processing, analysis, final report 7,500
Total Part H $13,580
Grand Total (Part I and Part II) $20,330
Final Report Delivery/Presentation (optional) $ 1,800
4. Cancellation. Pitkin County reserves the right to cancel this Agreement for
unsatisfactory performance of Consultant's obligations as determined by Pitkin County in its sole
discretion, upon written notice to Consultant.
5. Required Clauses. Pitkin County's Required Clauses, including provisions for
insurance and indemnification, are attached hereto and incorporated by this reference.
6. Independent Consultant Status.
a. The parties to this Agreement intend that the relationship between them
contemplated by the Agreement is that of independent consultant. Consultant,
and any agent, employee, or servant of consultant shall not be deemed to be an
employee, agent, or servant of Pitkin County.
b. Consultant is not required to offer his services exclusively to Pitkin
County under this Agreement. Consultant may choose to work for other
individuals or entities during the term of this Agreement, provided that the basic
services and deliverable products required under this Agreement are submitted in
the manner and on the schedule defined under this Agreement.
C. Consultant warrants that all work produced will conform to all applicable
industry standard of care, skill and diligence in the performance of Consultant's
obligations under this Agreement.
d. Consultant shall not attempt to oversee or supervise the work or actions of
any Pitkin County employee, servant or agent in the course of completing work
under this Agreement.
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e. Consultant is not entitled to any Workers' Compensation benefits through
Pitkin County and is responsible for payment of any federal, state, FICA and other
income taxes.
7. Assignablility. This agreement is not assignable by either party.
8. Notice. Any written notice required by this Agreement shall be hand delivered,
faxed or sent first class mail, postage prepaid as follows:
a. To Pitkin County:
Aspen/Pitkin County Airport
Peter Van Pelt
Director of Aviation
0233 E. Airport Road, Suite A
Aspen, CO 81611
b. To Contractor:
Sixel, Boggs & Associates, Inc.
Michael Boggs
P.O. Box 2456
Eugene, Oregon 97402
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the day and year first written above.
CONSULTANT: PITKIN COUNTY, COLORADO:
SIXEL, BOGGS, &ASSOCIATES, INC. ASPEN/PITKIN COUNTY AIRPORT
Michael o
Peter an Pe
Title: Director of viation
Date: _ Q(a g, o o Date: 0 o
cAsixel_boggs&msoc.
REQUIRED CLAUSES
For purposes of these required clauses,"Contractor"means the bidder/proposer or other party who may eventually enter
into a contract with the County.
The Bidder/Proposer shall be subject to the following provisions:
1. COMPLIANCE WITH PROCUREMENT CODE AND APPLICABLE STATE CONTRACTING LAW
A. The contractor acknowledges that this Agreement is entered into subject to the requirements of the "Pitkin
County Procurement Code," (Section 8.5 of the Pitkin County Home Rule Charter, Resolution No. 82-37,
April 12, 1982). As such,the Contractor agrees to comply with all requirements of said Procurement Code,
and such requirements are incorporated herein by this reference.
B. The Contractor shall immediately notify the County Manager in writing of any violation of said Code or
statutes by the County's employees or agents, which violation(s) is known or should have been known by
him, and failure to so notify the County of any violation(s) within five (5) days of knowledge of such
violations shall be considered a breach of this Agreement. Further, such failure to notify the County of
violation of the Procurement Code or statutes within five(5)days of knowledge shall be deemed as a waiver
of any action or defense that the Contractor may have against the County by reason of such violation of the
Procurement Code or statutes.
2. WARRANTIES AGAINST CONTINGENT FEES GRATUITIES KICKBACKS AND CONFLICT OF
INTEREST
A. Covenant Against Contingent Fees. The Contractor warrants that no person or selling agency has been
employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission,
percentage,brokerage,or contingent fee,excepting bona fide employees or bona fide established commercial
or selling agencies maintained by the Contractor for the purpose of securing business.
B. Gratuities Prohibited. The Contractor agrees not to give any employee or former employee of Pitkin County
a gratuity or any offer of employment in connection with any decision, approval, disapproval,
recommendation, preparation of any part of a program requirement or a purchase request, influencing the
content of any specification or procurement standard,rendering of advice, investigation, auditing, or in any
other advisory capacity in any proceeding or application, request for ruling, determination, claim or
controversy, or other particular matter, pertaining to this Contract or Subcontract, or to any solicitation or
proposal therefor.
C. Gratui means a payment, loan, subscription,advance deposit of money, services, or anything of more than
nominal value,present or promised,unless consideration of substantially equal or greater value is received.
D. Kickbacks Prohibited. It shall be a breach of Contract for any payment, gratuity, or offer of employment to
be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier
subcontractor or any person associated therewith,as an inducement for the award of a subcontract or order.
The Contractor is prohibited from inducing,by any means, any person employed under this Contract to give
up any part of the compensation to which he/she is otherwise entitled. The Contractor shall comply with all
applicable local,state and federal"anti-kickback"statutes or regulations.
E. Conflict of Interest Prohibited. No official,officer,employee or representative of the County during the term
of this Contract or one (1) year thereafter shall have any interest, direct or indirect, in this Contract or the
proceeds thereof. (Additional restrictions on present and former employees of County are found in Article 7
of the Procurement Code).
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F. Sub-Contract Clause. The prohibitions against contingent fees, gratuities, kickbacks and conflict of interest
prescribed in this Contract shall be made a condition of and conspicuously set forth in every sub-contract and
solicitation therefor.
G. Conspicuously means written in such special or distinctive format,print, or manner that a reasonable person
against whom it is to operate ought to have noticed it.
H. Remedies. In addition to other remedies it may have for breach of the prohibitions against contingent fees,
gratuities,kickbacks and conflict of interest,the County shall have the right to:
(1) Terminate this Contract without liability by the County;
(2) Debar or suspend the offending parties from being a contractor or sub-contractor under County
contracts;
(3) Deduct from the contract price or consideration, or otherwise recover, the value of anything
transferred or received by the Contractor;and
(4) Recover such value from the other offending parties.
3. EQUAL EMPLOYMENT OPPORTUNITY AND DISADVANTAGED/MINORITY/WOMEN
BUSINESS ENTERPRISES(DBE/MBE/WBE)
A. Pursuant to local, state and/or federal anti-discrimination and affirmative action programs, contractor shall
meet all applicable requirements with respect to employment and subcontracting in connection with
Disadvantages/Minority/Women individuals and enterprises(DME/MBE/WBE).
B. In connection with the execution and administration of this Contract, and any subcontracts, the Contractor
shall not discriminate against any employee or applicant for employment because of race,religion,color, sex,
national origin,age,handicap or status as a veteran.
C. In connection with the performance of this Contract, the Contractor will cooperate with the County in
meeting the County's commitments and goals with regard to the maximum utilization of disadvantaged,
minority and women business enterprises and will use its best efforts to ensure that such business enterprises
shall have the maximum practicable opportunity to compete for employment and/or subcontract work,if any,
under this Contract.
D. The Contractor will furnish all necessary information and reports and will peimit access to its books,records,
and accounts by Pitkin County for purpose of investigation to ascertain compliance with the
nondiscrimination/affirmative action provisions of any resultant contract.
E. Employment Data and Affirmative Action Plan. If requested, the Contractor agrees to submit on an
Employment Data Form to be provided by the County, the data showing the utilization of disadvantaged
persons,minorities and women by job category within its organization. Where the Contractor has fifty(50)
or more employees or it is participating in contracts with the County which exceed Fifty-Thousand
($50,000.00) Dollars, an Affirmative Action Plan must be submitted to the County when requested by the
County Attorney's Office within ten(10)days after selection.
F. Noncompliance. In the event of the Contractor's noncompliance with the nondiscrimination/affirmative
action provisions of any resultant contract, Pitkin County shall impose such contract sanctions as it may
determine to be appropriate,including,but not limited to:
(1) Withholding of payments under the Contract until the Contractor complies,and/or
(2) Cancellation,termination,or suspension of the Contract,in whole or in part.
4. TERMINATION FOR DEFAULT OR FOR CONVENIENCE OF COUNTY
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A. The performance of work under the Contract may be terminated by the County:
(1) Whenever the Contractor shall default in performance of this Contract in accordance with its terms,
and fails to cure or show cause why such failure to perform should be excused within ten(10)days(or
longer as the County may allow or shorter,but not less than three(3)days,for failure to provide proof
of insurance or maintenance of any dangerous condition) after band-delivery or mailing to the
Contractor of a notice specifying the default. If mailed, said notice shall be sent by certified mail,
return receipt requested,to the address specified herein for the Contractor.
The Contractor shall not be in default by reasons of any failure in performance of this Contract in
accordance with its terms if such failure arises out of causes beyond the control and without the fault
or negligence of the Contractor. Such causes may include, but are not restricted to, acts of God,
natural disasters, strikes, or freight embargoes, but in every case the failure to perform must be
beyond the control and without the fault or negligence of the Contractor. Upon request of the
Contractor,the County shall ascertain the facts and failure,and,if the County shall determine that any
failure to perform constituted a valid commercial excuse, the performance shall be revised
accordingly and notice of default withdrawn;or
(2) Whenever for any reason and in its sole discretion the County shall determine that such termination is
in its best interest and convenience.
B. Notice of Termination. In the event of termination for the convenience of the County, the County shall
deliver to the Contractor a written notice of termination, specifying the reasons therefor, and the effective
date of such termination. The effective date shall not be earlier than the date of hand-delivery or the date of
mailing of the notice,plus three(3)business days. The notice of termination shall be sent regular first-class
mail to the address of the Contractor herein provided.
C. Termination Procedure. After the effective date of the notice of termination for default or for the
convenience of the County,unless otherwise directed by the County,the Contractor shall:
(1) Stop work under the Contract on the date specified in the notice of termination.
(2) Place no fiuther orders for materials,services or facilities.
(3) Terminate all orders and subcontractors to the extent that they relate to the performance of work
terminated by the notice of termination.
(4) With the approval or ratification of the County, settle all outstanding liabilities and all claims arising
out of such termination on orders or subcontracts, the cost of which would be compensable or
reimbursable in whole or in part in accordance with this Contract.
D. Termination Payment. After the effective date of a notice of termination for the convenience of the County,
the Contractor shall submit to the County his termination claim in the form of a final invoice in accordance
with the provisions in "Method of Payment," including costs incurred to the date of termination, and costs
incurred because of termination, which termination costs shall not exceed 10% of the total amount of
proposal;provided,however,that in the event of default by the Contractor,no extra costs incurred because of
termination shall be paid to the Contractor and any costs paid shall not be a waiver of any claim, counter-
claim or set-off by the County against the Contractor on account of any default. Such claim must be
submitted promptly,but in no event later than thirty(30)days from the effective date of termination, unless
one or more extensions are granted in writing by the County. Upon the Contractor's failure to submit a claim
in the time allowed,the County may review the information available to it and determine the amount due the
Contractor,,if any,and pay the Contractor the amount as determined.
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E. Termination Settlement. Subject to Paragraph 4.D., the Contractor and County may negotiate the whole or
any part of the amount or amounts to be paid, upon termination for default or for the convenience of the
County.
F. Remedies. The Contractor shall have the right of appeal from any determination made by the County under
"Termination for Default or for Convenience of County;"except that if the Contractor has failed to submit his
claim within the time provided in Paragraph 4.D., above, and has failed to properly request extension, he
shall have no such right of appeal. In any case where the County has made a determination of the amount due
under Paragraphs 4.D.or 4.E, above, the County shall pay the Contractor:(1) the amount the County has
determined if there is no right to appeal or if no timely appeal has been taken, or (2) the amount finally
determined on such appeal if an appeal has been taken.
G. Method of Appeal. If the Contractor disagrees with the County's determination under Paragraphs 4.D.or
4.E.,he can appeal this decision in writing to the County. Such appeal must be made within twenty(20)days
of receipt in writing of the County's determination. The County shall have twenty (20) days in which to
respond in writing to the appeal. The County's response shall be final and conclusive unless within thirty(30)
days from the date of receipt of such response the Contractor submits the dispute to a court of competent
jurisdiction or submits a demand for arbitration if required by the Contract Documents.
5. INTEGRATION AND MODIFICATION
A. This Contract constitutes the full and complete agreement of the parties and supersedes or incorporates any
prior written and oral agreements of the parties. In addition, the Contractor understands that unless the
contract is for goods or services of a value less than$25,000,no County official or employee,other than the
Board of County Commissioners acting as a body at a Board meeting,has authority to enter into a contract or
to modify the terms of this contract on behalf of the County. Any such contract or modification to this con-
tract must be in writing and be executed by the parties hereto.
B. With respect to change orders under the Contract, the County and the Contractor shall process and
approve/disapprove requests for change orders as otherwise provided in this Contract, subject to the
requirements of the Procurement Code and the Finance Office.
6. INDEMNITY
A. The Contractor(including,by definition here and hereinafter, its officials,employees, agents and representa-
tives, subcontractors and suppliers), shall and hereby does release, discharge, indemnify and hold harmless
the County of Pitkin and its officials,employees,agents and representatives from and against liability for any
claim, demand, loss, damages, penalty, judgment, expenses, costs (including costs of investigation and
defense), fees (including reasonable attorney and expert witness fees) or compensation in any form or kind
whatsoever for any bodily injury, death,personal injury or property damage arising out of or in connection
with any negligent act,intentional act,error or omission by the Contractor,and for any consequential liability
alleged to accrue against the County on account of the Contractor's acts, errors or omissions;provided,how-
ever,that such indemnity shall not be construed as an indemnity for bodily injury or property damage arising
from the sole negligence of the County or its employees.
B. The Contractor further shall investigate,process,respond to, adjust, provide defense for and defend, pay or
settle all claims,demands, or lawsuits related hereto at its sole expense and shall bear all other costs and ex-
penses related thereto,even if the claim,demand or lawsuit is groundless,false or fraudulent.
7. INSURANCE
A. In whole or in part,the Contractor shall secure and maintain for the term of its contractual relationship with
the County such insurance policies, from companies licensed in the State of Colorado, as will protect itself,
the County (with the County named as additional insured) and others as specified, from claims for bodily
injuries, death, personal injury or property damage, which may arise out of or result from the Contractor's
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acts, errors or omissions. The following insurance coverage, at or above the limits indicated and including
such endorsements as are indicated by an"X",are required:
(1) Statutory Workers' Compensation: Colorado statutory minimums
(2) Commercial General Liability-ISO 1996 Form or equivalent
Each Occurrence Limit $1,000,000
General Aggregate Limit $2,000,000
Products/Completed Operations Aggregate Limit $2,000,000
Comprehensive Form(All risks)to include:
X Premises/Operations
_Underground,Explosion&Collapse Hazard
X Products/Completed Operations
X Contractual Liability
X Independent Contractors and Subcontractors
Broad Form Property Damage
X Personal Injury
(3) Business Auto Coverage:
Combined Single Limit Liability(each accident) $1,000,000
Coverage to include:
X Any Auto
All Owned Autos
_Hired Autos
—Non-Owned Autos
Garage Liability
(4) Special Coverages(check as appropriate):
X (1)Performance Bond 100%of contract
Labor and Material
Payment Bond 100%of contract
X(2)Professional Errors and Omissions
_(3)Aircraft Liability
_(4)Owner's Protective
_(5)Builder's Risk amount of project
_(6)Boiler and Machinery
_(7)Loss of Use Insurance
_(8)Pollution Liability
_(9)Crime,including Employee Dishonesty Coverage,or Fidelity Bond
B. To provide evidence of the required insurance coverages, copies of Certificates of Insurance in a form
acceptable to the County shall be filed with the County(through the Project Manager)no later than ten(10)
calendar days prior to commencement of operations affecting the County. Failure to file or maintain accept-
able Certificates of Insurance with the County is agreed to be a material breach of any contract and grounds
for rescission or termination. These Certificates of Insurance shall contain a provision that coverage afforded
under the policies will not be canceled or materially altered unless at least thirty (30) calendar days prior
written notice by certified mail,return receipt requested(effective upon proper mailing),has been sent to the
County (through the Project Manager). (For purposes of this provision, "materially altered" shall mean a
change affecting the coverage's required herein, including a change to policy limits as set out in the then-
current policy declarations page).
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Simultaneously with the Certificates of Insurance, the Contractor shall file with the County (and promptly
update, as necessary) a certified statement as to claims pending against the required coverage's, reserves
established on account of such claims,defense costs expended and amounts remaining on policy limits.
C. In addition,these Certificates of Insurance shall contain the following clauses:
(1) The clause "other insurance provisions," in a policy in which the County of Pitkin holds a Certificate,
shall not apply to the County of Pitkin.
(2) The insurance companies issuing the policy or policies hereunder shall have no recourse against the
County of Pitkin for payment of any premiums or for assessments under any form of policy.
(3) Any and all deductibles in the above-described insurance policies shall be assumed by and be for the
amount of,and at the sole expense of the Contractor.
(4) Location of operations shall be: "all operations and locations at which work for the referenced Project
is being done."
D. Certificates of Insurance for all renewal policies shall be delivered to the Project Manager at least fifteen(15)
days prior to a policy's expiration date except for any policy expiring on the expiration date of this Agreement
or thereafter.
E. The County reserves the right to request and receive a copy of any policy and any policy endorsement.
8. EXEMPTIONS AND PREFERENCES
A. All purchases of construction or building or any other materials for any Contract shall not include Federal
Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under
registration numbers 98-02624 and 84-78000-5K.
B. Pursuant to state statute and to the extent permitted by law,Colorado labor shall be employed to perform the
work to the extent of not less than eighty percent (80%) of each type or class of labor employed on such
project; except for highway construction, which is subject to C.R.S. 43-2-208, which provides that all
laborers shall be bona fide residents of Colorado with a preference to residents of the County where the work
is performed. '
C. Preference is given, to the extent permitted by law, to: materials, supplies and provisions produced,
manufactured or grown in Colorado, quality being at least equal to materials, supplies and provisions.from
outside the state;and to local(Roaring Fork Valley) services and labor of quality at least equal to non-local
services and labor.
9. RECORDS
The Contractor shall maintain comprehensive, complete and accurate books, records, and documents
concerning its performance relating to this Project for a period of three (3)years after final payment on the
Project and the County shall have the right within the three-year period to inspect and audit these books,
records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of
determining, by accepted accounting and auditing standards, compliance with all provisions of the Contract
and applicable law.
10. SUCCESSORS AND ASSIGNS
This Agreement and all of the covenants hereof shall inure to the benefit of and be binding upon the County
and the Contractor respectively and their agents, representatives, employees, successors, assigns and legal
representatives. Neither the County nor the Contractor shall have the right to assign or transfer its interest or
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obligations hereunder without the written consent of the other party,which consent shall not be unreasonably
withheld.
11. THIRD PARTIES
This Agreement does not and shall not be deemed or construed to confer upon or grant to any third party or
parties, except to parties to whom Contractor or County may assign this Agreement in accordance with the
specific written permission, any rights to claim damages or to bring any suit, action or other proceeding
against either the County or Contractor because of any breach hereof or because of any of the terms,
covenants,agreements or conditions herein contained.
12. AGREEMENT MADE IN COLORADO
The parties agree that this Agreement was made in accordance with the laws of the State of Colorado and
shall be so construed. Venue is agreed to be exclusively in the courts of Pitkin County,Colorado.
13. ATTORNEY'S FEES
In the event that legal action is necessary to enforce any of the provisions of this Agreement,the prevailing
party shall be entitled to its costs and reasonable attorney's fees.
14. NOTICES
Unless otherwise provided in the Contract Documents,all notices under the Agreement shall be sent certified
mail, return receipt requested, and shall be effective upon receipt or three (3) business days after mailing,
whichever is first.
15. Year 2000 Issues
Contractor hereby releases and holds Pitkin County harmless from any and all claims and causes
of action relating to performance of this Agreement of any nature whatsoever in tort, contract,or
otherwise, for any action, inaction or for any loss or damage attributable to, resulting from,
arising out of or in connection with a year 2000 error.
16. Governmental Immunity
Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision
of this Agreement,the monetary limitations or terms(presently$150,000.00 per person and$600,000 per
occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental
Immunity Act,24-10-101, et, sM.,C.R.S., as from time to time amended, or otherwise available to Pitkin
County or any of its officers, agents or employees. Further,nothing in these Required Clause or any other
Contract Document shall be construed or interpreted to require or provide for indemnification of the
Contractor by the County for any injury to any person or any property damage whatsoever which is caused by
the negligence or other misconduct of the County or its agent or employees.
17. Current Year Obligations
The parties acknowledge and agree that any payments provided for hereunder or requirements
for future appropriations shall constitute only currently budgeted expenditures of Pitkin County.
Pitkin County's obligations under this Agreement are subject to Pitkin County's annual right to
budget and appropriate the sums necessary to provide the services set forth herein. No
provisions of this agreement shall constitute a mandatory charge or requirement in any ensuing
fiscal year beyond the then current fiscal year of Pitkin County. No provision of this agreement
shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other
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financial obligation of Pitkin County within the meaning of any constitutional or statutory debt
limitation. This agreement shall not directly or indirectly obligate Pitkin County to make any
payments beyond those appropriated for Piddri County's then current fiscal year. No provisions
of this agreement shall be construed to pledge or create a lien on any class or source of Pitkin
County's moneys, nor shall any provision of this agreement restrict the future issuance of Pitkin
County's bonds or any obligations payable from any class or source of Pitkin County's money.
y.
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