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2003-033 Agrmnt. w/Baenziger & Assoc. for Manager RecruitRESOLUTION 33-2003 • A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE CLERK TO ENTER INTO A PROFESSIONAL SERVICE AGREEMENT WITH COLIN BAENZIGER & ASSOCIATES, A SOLE PROPRIETORSHIP, ATTACHED AS EXHIBIT "A", WHICH AGREEMENT IS FOR THE PURPOSE OF SECURING PROFESSIONAL SERVICES FOR THE SEARCH AND RECRUITMENT OF A VILLAGE MANAGER FOR THE VILLAGE OF NORTH PALM BEACH; FUNDING IS TO COME FROM COUNCIL CONTINGENCY; AND, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby approve the Professional Service Agreement with Colin Baenziger & Associates, a sole proprietorship, attached as Exhibit "A", which Agreement is for the purpose of securing professional services for the search and recruitment of a Village Manager for the Village of North Palm Beach. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the Professional Services Agreement set forth in Exhibit "A" for and on behalf of the V illage of North Palm Beach. Section 3. Funding is to come from Council contingency. Section 4. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 10th DAY OF JU] ,.,nnuunygy . ~~ ,. a' (Village Seal) ``~ i G '~td:0~~/~ , , ~q .~ i.. • A PROFESSIONAL SERVICE AGREEMENT BETWEEN • COLIN BAENZIGER 8~ ASSOCIATES AND THE VILLAGE OF NORTH PALM BEACH THIS AGREEMENT is made this [day of July, 2003, by and between the Village of North Palm Beach, a Florida Municipal Corporation, whose address is 501 U.S. Highway One, North Palm Beach, FL 33408-4906 (the "Village"), and Colin Baenziger& Associates, a sole proprietorship doing business in the State of Florida and maintaining an office in Florida at 12970 Dartford Trail #8, Wellington, FL 33414 (the "Consultant"). IN CONSIDERATION of Ten and 001100 Dollars ($10.00), the mutual covenants and provisions hereof, and other diverse, good, and valuable considerations, the receipt and sufficiency all of which is hereby acknowledged, the parties desiring to be legally bound do agree as follows: ARTICLE 1 GENERAL PROVISIONS 1.1 W herever used in any of the Contract Documents, the meaning shall be given to the terms herein defined: The term "Agreement" or "Contract" shall be used interchangeably and shall refer to the Contract Documents. The term "Village" means the Village of North Palm Beach, a Florida Municipal Corporation, its elected officials, agents and employees. The term "Consultant" means Colin Baenziger & Associates, a sole proprietorship, its consulting principal, Colin Baenziger, and its officers, agents and employees. The term "Contract Documents" includes this Agreement, change orders, and insurance policies called for herein. The term "day" as used herein shall mean a calendar day, unless the context specifically indicates to the contrary. The "Effective Date" shall be the date on which the last signatory hereto shall execute this Agreement, and it shall be the date on which this Agreement shall go into effect. The Agreement shall not be effective against any party until said date. A "Public Record" is as described in Section 119.011(1), Florida Statutes. • A "Subconsultant " is a person or entity who has a direct contract with the Consultant to perform any portion of the Work. Page 1 • "Work" shall include the performance of professional consultation services in the area of Village Manager Recruitment, as more specifically described in Article 2 of this Agreement. 1.2 The Consultant shall perform the Work outlined in this Agreement for the stated fee arrangement. No prior or present agreements or representations shall be binding upon any of the parties hereto unless incorporated in this Agreement. 1.3 The Consultant acknowledges that it has investigated prior to execution of this Agreement and satisfied itself as to the conditions affecting the Work, including but not restricted to the availability of materials and labor, the cost thereof, the requirements to obtain necessary insurance, and the steps necessary to complete the Workwithin the time set forth herein. The Consultant warrants unto the Village that it has the competence and abilities to carefully and faithfully complete the Work within the time set forth above. The Consultant will perform its services with due and reasonable diligence consistent with sound professional practices. ARTICLE 2 DESCRIPTION OF WORK TO BE PERFORMED 2.1 The Village retains the services of Colin Baenziger & Associates, which has been found to possess executive recruitment experience for City government positions. The Consultant has considerable knowledge with regard to conducting a City government executive recruitment, which includes the ability to recruit a diverse group of applicants. The Consultant shall conduct an effective, prompt, and broad recruitment. The Consultant shall provide applicable services consisting of, but not limited to, the following tasks: 2.2 Tasks and Completion Dates. The following describes the tasks to be performed as part of this Work, and the projected completion date for each task: (a) Task 1. Work with Village Council and staff to develop characteristics and attributes of the successful candidate, appropriate and necessary selection criteria, selection process, and timeline, representing a proposed initial path for selection of a Village Manager. (b) Task 2. Develop a list of candidates. (c) Task 3. Develop a list of Semi-Finalists (d) Task 4. Present the Semi-Finalists' Credentials to the Village Council (e) Task 5. Notify the Candidates Selected for Interview and Those Who Are Not C J (f) Task 6. Coordinate the Interview Process Page 2 • (g) Task 7. Debrief the Village's elected officials and coordinate the Manager Selection (h) Task 8. Assist in the Contract Negotiations with the Selected Candidate The tasks to be performed as set forth in this Article II shall also include the ~J'~ tasks and work to be performed as ~1PtTICLE 3 set forth in the request for proposal . PAYMENTS (I) Task 9. On-going Assistance. 3.1 Payment for Services. C J (a) Invoices will be submitted by the Consultant to the Village monthly for services performed pursuant to this Agreement during the prior month. Payment of each such invoice will be due within the time limits provided in the Florida Prompt Payment Act, Section 218.70 et seq., Florida Statutes. A service charge of one percent (1%) will be added to delinquent accounts for each month of delinquency. The Village shall review the application within ten (10) days after receipt and approve the same for all Work properly and timely performed, or object to the Work performed, specifying to the Consultant the basis for the objection. Without limiting the events for nonpayment, payments may be withheld on account of: (1) defective Work not remedied or Work of inferior quality; (2) billing for a task or cost item not contracted for by the Village; (3) failure of the Consultant to complete an obligation under the Contract Documents; (4) Work claimed to have been completed, but which Work has not been properly completed; or (5) Work not completed in a timely manner and for which an extension of time has not been approved by the Village. The Village shall state in writing the reason for rejecting, in whole or in part, a claim or application for a Certificate of Payment. Pursuant to the time limits in the Florida Prompt Payment Act, the Village shall timely pay the compensation due on any amount orwork not in dispute. Any payment or partial payment withheld may be appealed to the Village Council for resolution within thirty (30) days after dispatch of the notice of withholding in part or whole of any payment. (b) Failure on the part of the Village to timely issue approval of the invoice, as set forth in this Article, shall entitle the Consultant to payment by the Village in the time set forth herein of the full amount of the payment applied for, but in such event, the Consultant's right to collect a full payment, as applied for, shall not be construed to be a certification by the Village of the proper performance of any Work or that such Work has been completed. ©) If the Village fails to make any payment due the Consultant for services and expenses not specifically disapproved for payment by the Village Attorney within forty-five (45) days after the Consultant's transmittal of its invoice therefore, the Consultant may, after giving seven (7) days' written notice to the Village, suspend services under this Agreement until all amounts due hereunder are paid in full. Page 3 (d) In the event any invoice or any portion thereof remains unpaid for • more than sixty (60) days, or such time limit as may be extended by the Florida Prompt Payment Act, following the invoice date, the Consultant may initiate legal proceedings to collect the same and recover accrued interest, in addition to all amounts due and payable. 3.2 Format far invoices. (a) Each statement for fees shall be submitted in one copy, after the services have been rendered, in a format that includes, at a minimum, the following information: Invoice number for the particular bill; Consultant taxpayer identification number; Consultant and Village contract administrators' names; Inclusive dates of the month covered by the invoice; and a concise, meaningful description of the services rendered, with sufficient detail to enable the Village to evaluate the services rendered. (b) Each invoice shall display the total of only the current bill. Prior balances or payment history should be shown separately, if at all. (d) Each invoice shall include a certification statement, signed by the Consultant's contract administrator that reads, "I certify that all fees claimed for payment are accurate and were performed in furtherance of the Agreement between the Consultant and the Village." Any other information as may be requested by the Village's contract administrator shall also be included on the invoice. 3.3 Sales tax. To the extent that the Village is exempted from payment of Florida state sales and use taxes and Federal Excise tax, the Consultant, however, shall not be exempted from paying Florida state sales and use taxes to the appropriate governmental agencies or for payment by the Consultant to suppliers fortaxes on materials used to fulfill its contractual obligations with the Village. The Consultant shall not use the Village's exemption number in securing such materials. The Consultant shall be responsible and liable for the payment of all its FICA/Social Security and other taxes resulting from this Agreement. 3.4 Pledge of Village's credit. The Consultant shall not pledge the Village's credit or make the Village a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. 3.5 Compensation. The Village agrees to pay the Consultant for professional services a total of Eleven Thousand Five Hundred dollars ($11,500). Work shall be divided among the Project tasks described in paragraph 2.2 above, and paid as follows: Task Total Cost 1 $ 1000 2 2500 3 1500 • 4 2000 5 500 Page 4 6 1500 7 500 • 8 2000 9 Totals $11,500 The compensation to be paid Consultant of $11,500 shall include, but not be limited to, all expenses of Consultant, including travel and lodging costs, out-of-pocket expenses, office expenses and advertising costs 3.6 Additional services. (a) Additional services may include, but not be limited to, making revisions in reports, specifications, or other documents when such revisions are inconsistent with written approvals or instructions previously given, and are due to causes beyond the control of the Consultant. No activities that are beyond the scope of this contract will be billed unless there is a prior written agreement between the Village and the Consultant. (b) Performance of additional services, in addition to Work described in this Agreement, shall be compensated based on the following fee. Rates are as follows: Principal $125/Hr. Senior Consultant $100/Hr. Consultant $ 75/Hr. Research Associate $ 50/Hr. Technical Typist/Administrative: $ 30/Hr. 3.7 Items Supplied and Extra Work. If, during the progress of the study and issuance of the report, the Village requests the Consultant to perform additional services other than those defined in this Agreement, payment for such work shall be negotiated prior to commencement of the work based on the hourly rates listed above or on a task order basis. 3.8 Defective Work. Any costs caused by defective or ill-timed work shall be borne by the party responsible therefore. ARTICLE 4 GENERAL CONDITIONS 4.1 Subject to a right of appeal to the Village Council, the Village's Project Manager will have authority to reject Work that does not conform to the Contract • Documents. Page 5 4.2 The Work of a professional nature under this Agreement shall be performed by Colin Baenziger & Associates. • 4.3 The Consultant shall supervise and direct the Work, using his best skill and attention, and he shall be solely responsible for all maintenance means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract. The Consultant shall at all times enforce strict discipline and good order among his subcontractor/employees and shall not employ on the Work anyone not skilled, or properly licensed, if required, by appropriate governmental regulatory authorities, in each task assigned. The Consultant shall be responsible to the Village far the acts and omissions of his employees and other persons performing any of the Work. 4.4 The Consultant shall give all notices and comply with all laws, ordinances, rules, regulations, and lawful orders of any public authority bearing on the performance of the Work. 4.5 The Consultant agrees to the fullest extent permitted bylaw, to indemnify and hold harmless the Village and its independent contractors, agents and employees from and against all claims, damages, losses and expenses, personal injuries (including, but not limited to, death), attorney's fees, court costs, and interest (prejudgment or otherwise), directly or indirectly arising from the negligent acts, errors, omissions, intentional or otherwise, arising out of or resulting from the Consultant's performance of this professional services Agreement, failing to properly coordinate the activities of the Consultant's agents, servants or employees, failing to properly train employees underthe Consultant's control or direction, failing to properly hire or equip employees under the Consultant's control or direction, and failing to properly supervise employees under the Consultant's control or direction in performance of services under this Agreement. The Consultant shall not be liable to the degree or extent of damages, loss, or expenses determined to be the fault of the Village. 4.6 The indemnification provided above will obligate the Consultant to defend at its own expense, or to provide for such defense, at the option of the Village, of any and all claims of liability, and all suits and actions of every name and description that may be brought against the Village that may result from the Work and activities under this Contract, whether the Work be performed by the Consultant or by anyone directly or indirectly employed by the Consultant. In all events, the Village shall be permitted to choose competent legal counsel of its sole choice, the fees for which shall be subject to and included with the indemnification provided for herein, as long as said fees are no greater than a rate of $225.00 per hour. 4.7 Project is a Private Undertaking. It is specifically understood and agreed to by and between the parties hereto that the contractual relationship between the Village and the Consultant is such that the Consultant is an independent contractor and not an agent of the Village. • Page 6 ARTICLE 5 • SUBCONTRACTS AND ASSIGNMENT 5.1 Subcontracting. The Consultant shall have the right to subcontract portions of the work such as background checks. 5.2 Neither the Village nor the Consultant shall assign this Contract, or the responsibilities and obligations set forth in the Contract Documents. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than the Village and the Consultant, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Village and the Consultant and not for the benefit of any other party. ARTICLE 6 MISCELLANEOUS PROVISIONS 6.1 Governing Law; Venue. The contract shall be governed by the law of the State of Florida. Venue shall be properly placed in Palm Beach County, Florida. 6.2 Contact persons. (a) The Village shall designate individuals to act as a representative for the Village under this Agreement, with the authority to transmit instructions, receive information, and make or interpret the Village's decisions. The person who shall act as the representative for the Village with respect to this Agreement shall be the Mayor or his designee. The Village may from time to time designate other individuals or delete individuals with the authority to act for the Village under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Village's decisions. All deletions or designation of individuals to serve as a representative shall be given by written notice. (b) The Consultant shall designate individuals to act as a representative for the Consultant under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Consultant's decisions. The person who shall act as the representative for the Consultant with respect to this Agreement shall be Colin Baenziger. The Consultant may from time to time designate other individuals or delete individuals with the authority to act for the Consultant under this Agreement with the authority to transmit instructions, receive information, and make or interpret the Consultant's decisions. All deletions or designation of individuals to serve as a representative shall be given by written notice. 6.3 Notices. All notices, demands, requests, instructions, approvals, and claims shall be in writing. All notices of any type hereunder shall be given by U.S. mail or by hand • delivery to an individual authorized to receive mail forthe below listed individuals, all to the following individuals at the following locations: Page 7 TO THE VILLAGE: George Baldwin, Esq. • Village Attorney 330 Federal Highway Lark Park, FL 33403 TO THE CONSULTANT: Colin Baenziger 12970 Dartford Trail Suite 8 Wellington, FL 33414 Notice shall be deemed to have been given and received on the date the notice is physically received if given by hand delivery, or if notice is given by first class U.S. mail, postage prepaid, then notice shall be deemed to have been given upon the date said notice was deposited in the U.S. Mail addressed in the manner set forth above. Any party hereto by giving notice in the manner set forth herein may unilaterally change the name of the person to whom notice is to be given or the address at which notice is to be received. 6.4 Consultants' Competitive Negotiation Act Prohibition Against Contingent Fees. As required by Section 287.055(6)(a), Florida Statutes (Supp. 1994), the Consultant warrants that he has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay any person, company, corporation, individual, orfirm, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this provision, the Village shall have an immediate right to terminate this Agreement without liability and, at the Village's discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 6.5 Amendment of Agreement. Modifications or changes in this Agreement must be in writing and executed by the parties bound to this Agreement. 6.6 If a word, sentence, or paragraph herein shall be declared illegal, unenforceable, or unconstitutional, the said word, sentence, or paragraph shall be severed from this Contract, and this Contract shall be read as if said illegal, unenforceable, or unconstitutional word, sentence, or paragraph did not exist. 6.7 Additional Assurances. The Consultant, for itself and its subcontractors (if any), certifies that: (a) No principal (which includes officers, directors, or executive) or individual holding a professional license and performing work under this Agreement is presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded • from participation in any engineering or surveying activity by any Federal, State, or local governmental commission, department, corporation, subdivision, or agency; Page 8 (b) No principal (which includes officers, directors, or executive), individual • holding a professional license and performing work under this Agreement, employee, or agent has employed or otherwise provided compensation to, any employee or officer of the Village; and ©) No principal (which includes officers, directors, or executive), individual holding a professional license and performing work under this Agreement, employee, or agent has willfully offered an employee or officer of the Village any pecuniary or other benefit with the intent to influence the employee or officer's official action or judgment. ARTICLE 7 TIME 7.1 The Consultant acknowledges the importance to the Village of the Village's project schedule, and agrees to put forth reasonable efforts in performing the services with due diligence underthis Agreement in a manner consistent with that schedule, as provided in Section 2.2 above. The Village understands, however, that the Consultant's performance must be governed by sound professional practices. The time of completion of the search and performance of duties by Consultant is estimated to be Seventy-five (75) days from full execution of the Agreement by the parties. ARTICLE 8 ENFORCEMENT 8.1 Enforcement of this Agreement may be by the Consultant or the Village and maybe accomplished by any proceeding at law or in equity against any person or person violating or attempting to violate any provision hereof, either to restrain a violation or to recover damages. Failure to enforce any covenantor provision herein contained shall in no event be deemed a waiver of the right to do so thereafter. The Village shall not be obligated or bound to enforce any of the covenants or provisions herein or be liable to or for any person or persons for non-enforcement. Further, this provision shall not act to pledge ad valorem taxes or to otherwise pledge the Village sources to revenue. ARTICLE 9 TERMINATION OF THE CONTACT 9.1 Termination. The obligation to provide further services under this Agreement may be terminated by either party upon seven (7) days' written notice. Further, should the Village decide to terminate the Work or abandon its executive search, the Village, upon giving seven (7) days' written notice, reserves the right to terminate this Agreement and all work connected with this Agreement. On termination of this Agreement for any reason, the • Village shall pay the Consultant, as full payment for all services performed and all expenses incurred, sums due and owing to the Consultant for payment of all work Page 9 completed to the termination date, along with reimbursable expenses as provided in this Agreement. Any payment due shall be subject to the Consultant supplying the Village with • detailed time sheets setting forth the task completed, by whom the task was completed, the time to complete the task, and the rate of compensation required for completion of the task. Tasks shall include individual work items completed, e.g. -phone call made, letter prepared, etc., and note phases of work or subphases of work. All work performed to date shall thereafter be made available to the Village. 9.2 The Consultant hereby warrants and guarantees unto the Village that it has not filed for bankruptcy or is subject to appointment of a receiver as of the Effective Date hereof. If the Consultant has filed for orfiles for bankruptcy, should be adjudged bankrupt, is subject to appointment of a receiver, or makes a general assignment for the benefit of creditors, or if the Consultant repeatedly or persistently refuses or fails to supply enough properly skilled workers or proper materials, or if the Consultant refuses to and fails to observe or perform any provisions of the Agreement, or persistently fails to observe or disregards the instructions of the Village Attorney, or is otherwise guilty of a violation of any provision of the Contract Documents, the Village, upon not less than five (5) days' written notice to the Consultant, without prejudice to other remedies or rights that the Village may have, may terminate the Consultant's right to proceed with the Work and take over and prosecute the same to completion. All warranties, guarantees, and requirements to make good on all Work completed or insurance shall survive the completion of the Work. 9.3 No Waiver. Failure of the Village to insist upon performance within any time period, or upon a proper level or quality of performance, shall not act as a waiver of the Village's right to later claim a failure to perform on the part of the Consultant. 9.4 After receipt of a termination notice and except as otherwise directed by the Village, the Consultant shall: (a) Stop Work on the date and to the extent specified. (b) Terminate and settle all orders and subcontracts relating to the performance of the terminated Work. ©) Transfer all work documents in process, completed work, and other materials related to the terminated Work to the Village. (d) Continue and complete all parts of the Work that have not been terminated. ARTICLE 10 PROPOSAL FOR EXECUTIVE RECRUITMENT SERVICES 10.1 All terms and provisions of the proposal for executive recruitment services • for Village Manager for the Village of North Palm Beach submitted by Consultant shall be incorporated in and made a part of this Professional Service Agreement. Page 10 • ARTICLE 11 GUARANTEE 11.1 If the successful applicant for manager recruited by Consultant should thereafter leave the Village for any reason other than an act of God within the first year, Consultant will repeat the search at no charge. Should the said manager leave during the second year (again for any reason other than an act of God), Consultant, at the request of the Village, shall repeat the search for one-half (~/z) of the fee specified in this agreement. ARTICLE 12 ATTORNEY'S FEES 12.1 In any litigation between the parties in regards to this Agreement, the prevailing party in such litigation shall be entitled to recover from the non-prevailing party a reasonable attorney's fee and all costs of litigation, both at the trial and appellate level. ARTICLE 13 INSURANCE REQUIREMENTS 13.1 The Consultant shall maintain, or cause to be maintained, the following specified insurance coverages in the amount set forth hereafter. (1) WORKERS COMPENSATION: Coverage to apply for all employees for Statutory Limits in compliance with the applicable State and Federal laws. The policy shall include Employers Liability. Notwithstanding the number of employees or any~other statutory provisions to the contrary, coverage shall extend to all employees of the CONSULTANT and subcontractor. Statute limits shall be in compliance with applicable State and Federal laws. (2) COMPREHENSIVE GENERAL LIABILITY: Shall have the minimum limits of $1,000.000.00 Per Occurrence, Combined Single Limit for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations, Independent CONSULTANTS, Products and Completed Operations, Broad Form Property/Personal Injury, XCU coverage, and a Contractual Liability Endorsement. • (3) BUSINESS AUTO LIABILITY: Shall have the minimum limits of coverage of $500,000 Per Occurrence, Combined Single Limit for Bodily Injury and Property Damage Liability. This Page 11 • • shall be an any-auto policy including Owned, Hired, Non- Owned, and Employee Non-ownership Coverage. (4) PROFESSIONAL LIABILITY: Insurance and Indemnification - The CONSULTANT shall maintain Professional Liability Insurance covering the CONSULTANT for sums which the CONSULTANT shall become legally obligated to pay as damages because of liability arising out of any negligence, error or mistake in rendering or omission in failing to render the professional services required in the performance of the CONSULTANTS agreement with the VILLAGE. Required coverage shall be for Limits of Liability not less than $1,000,000.00 with a retained limit of not more than $5,000.00. The VILLAGE shall be included as an Additional Insured under the General Liability and Automobile Liability policies. Current valid insurance policies meeting the requirements herein identified shall be maintained during the duration of the named project. There shall be a thirty (30) day notification to the VILLAGE in the event of cancellation or modification of any stipulated insurance policy. It shall be the responsibility of the CONSULTANT to ensure that all subcontractors are adequately insured or covered under their policies. Certificates of Insurance shall be on file with the VILLAGE, and approved by same prior to the commencement of any work activities. IN WITNESS WHEREOF, this Agreement is entered into as of the day and year first written above. WITNESSES CONSULTANT: Colin Baenziger & Associates A Sole Proprietorship located in Florida Pnnt Name. r / ~~ y: Colin Baenziger Print Name ~ ~ -e Consulting Prin al R ~.__ ....r v.., Page 12 • .~ Print Name: ~j,~ VILLAGE: VILLAGE, a Florida municipal corporation L~'1~,/~ By: Print Name: ~~~Sf-~~~~/ ATTEST: ~:;~,, / ~~~~~ Kathleen Kelly Village Clerk ,~ ~3Ye Page 13