Loading...
03-101 Tenija - Aquarium Civic Center63 -I°I AGREEMENT FOR AQUARIUM CONSULTANT SERVICES BETWEEN THE CITY IMF CUPERTINO AND TEN.II A CALIFORNIA CORPORATION FOR CIVIC CENTER AQUARIUNI DESIGN AND INSTALLATION THIS AGREEMENT is made and entered into this ~ day of ~~ , 2003 by and between they City of Cupertino, a municipal corporation (hereinafter referred to as CITI~, and Tenji, a California Corporation, (hereinafter referred to as CONSULTANT}. RECITALS WHEREAS, the CITY OF CUPER"fINO desires to obtain aquarium design consultant services for the Civic Center Aquarium; and WHEREAS, Tenji has the neces:-ary professional expertise and skill to perform the aquarium design services required. NOW, THEREFORE, the purpose of this Agreement is to retain Tenji as CONSULTANT TO THE CITY to perform those services specified in Exhibit A of this Agreement. THE PARTIES HEREBY AGREE AS FOLLOWS: Section 1. Scope of Services. CONSULTANT shall perform those services specified in detail in Exhibit A, entitled "Scope of Work', which is attached hereto and incorporated herein. Section 2. Term of Agreement. The term of this AGREEMENT shall be from July 1, 2003, and continue through October 31, 2004, inclusive, subj~:ct to the provisions of Exhibit A, of this AGREEMENT. In the event that the services called for under this AGREEMENT are not completed within the time specified above, the City Manager may extend the time for completion. This section does not prelude the recovery of damages for delay by either party. Section 3. Schedule of Performance. The services of CONSULTANT ~~re to be completed aa:ording to the schedule set out in Exhibit B, entitled 'Schedule of Performance, which is BASIC AGF2EEMENT attached hereto and incorporated herein. Time is of the essence in this Agreement. Section 4. Compensation. The total compensation to be p;~id to CONSULTANT on a Time and Materials basis for professional service:,, additional services and reimbursable expense shah not exceed FORTY THOUSAND and OOt100 Dollars ($40,000). The rate and schedule of payment: is set out in Exhibit C, entitled "Compensation", which is attached hereto and incorporated herein. Section 5. Method of Payment. Upon completion of each Ta:~k, as specified in Exhibit A, the CONSULTANT shall furnish to the CI~N a detailed statement of the work performed for compensation during the tE:rm of this Agreement. Consultant may submit monthly invoices for interim progrE;ss payments during the course of each Task. Section 6. Independent Contractor. It is understood and agreed that CONSULTANT, in the performance of the work and services agreed to be performed by CONSULTANT, shall act as and be an independent contractor and not an agent or employee of CITY; and as an independent contractor, CONSULTANI~ shall obtain no rights to retirement benefits or other benefits which accrue to CITY'S employees, and CONSULTANT hereby expressly waives any claim it may have to any such rights. Section 7. No Third Party Rights. CONSULTANT'S services under this agrE~ement are intended for the sole benefit of CITY and shall not create any thins party rights or benefits. Civic Center Aquarium Tenji Page 2 of 12 BASIC AGF2EEMENT Section 8. Project Coordination. (a) CITY: The City Manager shall be representative of CITY for all purposes under this agreement. Terry Greene, Senior Architect, is hereby designated as the CITY PROJECT MANAGER for the City Manager, and shall supervise the progress and Execution of this agreement (b) CONSULTANT: CONSULTANT shall assign a single CONSULTANT PROJECT MANAGER to have overall responsibility for the progress and execution of this agreement for CONSULTANT. Andy Case is hereby designated as the PROJECT MANAGER for CONSULTANT. Should circumstances or conditions subsequent to the execution of this agreement require a substitute CONSULTANT PROJECT MANAGER for any reason, the CONSULTANT PROJECT MANAGER designee shall be subject to the prior written acceptance and approval of the CITY PROJECT MANAGER. Section 9. Assignability / Sub consuftant`; /Employees. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement or the perfornnance of any obligations hereunder, without the prior written consent of CITY, and any attempt by CONSULTANT to so assign this Agreement or any rights, duties, or obligations arising hereunder shall be void and of no effect. CONSULTANT shall be responsible for employing or engaging all persons necessary to perform the services of CONSULTANT hereunder. No sub consultant of CONSULTANT will be recognized by CITY as such; rather, all sub consultants are deemed to be contractor, of CONSULTANT, and it agrees to be responsible for their performance. CONSULTANT shall give its collective professional attention to the fulfillment of the provisions of this agreement by all of its employees and sub consultants, if any, and shall keep the work under its control. If any employee or sub oonsult~~nt of CONSULTANT fails or refuses to Civic Center Aquarium Tenji Page 3 of 12 BASIC AGREEMENT carry out the provisions of this agreement or appears to be incompetent or to act in a disorderly or improper manner, such employee or sub consultant shall be discharged immediately from the work under this agreement on demand of the PROJECT MANAGER. Section 10. Indemnification. CONSULTANT shall defend, indemniify, and hold harmless CITY, its officers, and agents of any and all claims, loss, or liability arising out of or resulting, in any way, from the work performed under this Agreement to the extent due to the willful or negligent acts (active or passive) or omissions by CONSULTANT'S officers, employees, or agents. The acceptance of said services and duties by CITY should not operate as a waiver taf such right of indemnification. This provision of Indemnification shall survive ii~e term of the AGREEMENT. Section 11. Insurance Requirements. A. Workers' Compensation The CONSULTANT shall furnish the CITY within 15 days following the execution of this agreement, a certificate of workers' compensation insurance indicating compliance with State's workers' compensation laws and employer's liability insurance with a minimum of one million dollars ($1,000,000.00) for injury, death or disease to any employee. B. Professional Liability, General Liability and Automobile Liability Coverage The CONSULTANT shall, at it:. own expense, maintain during the performance of this contract professional liability, general liability and automobile liability insurance in they coverage amount as provided below. 1. Automobile Liability Insurance shaft include coverage for bodily injury and property damage for owned (if any), Mired and non- owned vehicles and shall not be less than one million dollars ($1,000,000.00), combined :jingle limit for any one occurrence. 2. Comprehensive or Commercial General Liability Insurance shall include coverage for bodily injury, property damage and personal Civic Center Aquarium Tenji Page 4 of 12 BASIC AGREEMENT injury for premises operations, productlcompleted operations and contractual liability. The amount of the insurance shall not be less than one million dollars ($1,000,000.00) per occurrence and two million dollars ($2,000,000.00) aggregate, combined single limit. (Claims made policies are not acceptable.) 3. Professional liability Insurance (including Contractual Liability) shalt include coverage for claims for professional acts, errors or omissions and shall nol: be less than two million dollars ($2,000,000.00) and two million dollars ($2,000,000.00) in the aggregate. C. Additional Insurance Provisions 1. The CITY shall have the right to inspect or obtain a copy of the original policies of insurance. 2. CONSULTANT shall fumisl~ to the CITY within 15 days following the execution of this AgrE~ement, the required certificates and endorsements. The certificate of insurance shall state the policy will not be cancelled without thirty (30) days written notice to the CITY. 3. All policies, endorsements, certificates, and/or binders shall be subject to approval by the City Manager of the City of Cupertino as to form and content. lfhese requirements are subject to amendment or waiver if so E~pproved in writing by the City Manager. Section 12. Nondiscrimination. CONSULTANT shall not discriminate, in any way, against any person on the basis of race, sex, color, age, religion, sexual orientation, disability, ethniaty, or national origin in connection with or related to the performance of this Agreement. Section 13. Termination. Civic Center Aquarium Tenji Page 5 of 12 BASIC AGREEMENT A. City shall have the right to terminate this Agreement without cause, by giving not less than seven (7) days written notice of termination. B. If CONSULTANT fails to perform ~rny of its material obligations under this Agreement, in addition to all other remedies provided by law, CITY may terminate this Agreement upon seven (7) days written notice if consultant fails to take steps to correct such fi~ilure within the notice period. C. CITY'S City Manager is empowered to terminate this Agreement on behalf of CITY. D. In the event of termination, CONSULTANT shall deliver to CITY, copies of all reports, documents, and othE~r work performed by CONSULTANT under this Agreement, and upon receipt thereof, CITY shall pay CONSULTANT for services performed and reimbursable expenses incurred to the date of termination. Section 14. Governing Law. CITY and CONSULTANT agree ghat the law governing this Agreement shall be that of the State of California. Section 15. Compliance With Laws. Consistent with its professional standard of care, CONSULTANT shall comply with all applicable laws, ordinancEys, codes and regulations of the federal, state, and local governments. Section 16. Confidential Information. All data, documents, discussions, or other information developed or received by or for CONSULTANT in performance of this Agreement are confidential and not to be disclosed to any person except as authorized by the CITY, or as required by law. Section 17. Ownership of Materials. Civic Center Aquarium Tenji Page 6 of 12 BASIC AGREEMENT All reports, documents, or other material developed or discovered by CONSULTANT or any other person engaged directly or indirectly by CONSULTANT to perform the services required hereunder shall be and remain the property of CITY to be used solel~~ for this PROJECT. Hard copies of consultants work product shall constitui:e the project deliverables. Electronic documents, if any, shalt be provided as ~~ courtesy only without any warranty or guarantee. The CITY holds CONSULTANT harmless for any reuse of or modification to the documents. Section 18. Waiver. CONSULTANT agrees that waiver by CITY of any breach or violation of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition contained (herein or a waiver of any subsequent breach or violation of the same or any oilier term or condition. The acceptance by CITY of the performance of any work or services by CONSULTANT shall not be deemed to be a waiver of any tens or condition of this Agreement. Section 19. Consultant's Books and Recx~rds. A. CONSULTANT shall maintain any and all ledgers, books of accounts, invoices, vouchers, canceled chE~cks, and other records or documents evidencing or relating to chargE:s for services, or expenditures and disbursements charged to CITY ft~r a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONSULTANT pursuant to this Agreement. B. CONSULTANT shall maintain all documents and records which demonstrate performance under tl~is Agreement for a minimum period of three (3) years, or for any longer E~eriod required by law, from the date of termination or completion of this A~~reement. C. Any records or documents required to be maintained pursuant to this Agreement shall be made availat~le for inspection or audit, at any time Civic Center Aquarium Tenji Page 7 of 12 BAStC AGREEMENT during regular business hours, upon written request by the City Attorney, City Manager, or a designated rf;presentative of any of these officers. Copies of such documents shall bE~ provided to CITY for inspection at City Halt when it is practical to do soy. Otherwise, unless an alternative is mutually agreed upon, the record: shall be available at CONSULTANT'S address indicted for receipt of notices in this Agreement. D. Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment, or termination of CONSULTANT'S business, CITY may, by written request by any of the above-named officers, require that custody of the records be given to CITY and that the records and dlocuments be maintained in City Hall. Access to such records and documents shall be granted to any party authorized by CONSULTANT, CONSULTANT'S representatives, or CONSULTANTS successor-in-interest. Section 20. Interest of Consultant. CONSULTANT covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the services hereunder. CONSULTANT further covenants that, in the performance of this agreement, no sub consultant or person having such an interest shall be employed. CONSULTANT certifies that no one who has or will have any financial interest under this agreement is an officer or employee of CITY. It is expressly agreed thFtt, in the performance of the services hereunder, CONSULTANT shall apt all times be deemed an independent CONSULTANT and not an agent or employee of CITY. Civic Center Aquarium Tenji Page 8 of 12 BASIC AGiREEMENT Section 21. Gifts. A. CONSULTANT is familiar with CI'TY'S prohibition against the acceptance of any gift by a CITY officer or designated employee, which prohibition is found in the City of Cupertino Admiinistrative Procedures. B. CONSULTANT agrees not to offer any CITY officer or designated employee any gift prohibited by th+~ Administrative Procedures. C. The offer or giving of any prohibit+:d gift shall constitute a material breach of this Agreement by CONSULTANT. to addition to any other remedies, CITY may have in law or equity, CITY may terminate this Agreement for such breach as provided in Sectio~~ 13 of this Agreement. Section 22. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be personally served or mailed, postage prepaid and return receipt requested, addressed to the respective parties as follows: To CITY: Teny 1~J. Greene Senior ,Architect City of Cupertino 10300 "force Avenue Cupertino, CA 95014 To CONSULTANT: Andy Case Partner Tenji Incorporated 24 Scaiiett Road Carmel Valley, Ca. 93924 Notice shall be deemed effective on the data personally delivered or, if mailed, three (3) days after deposit in the mail. Civic Center Aquarium Tenji Page 9 of 12 BASIC AGREEMENT Section 23. Venue. In the event that suit shall be brought by either party hereunder, the parties agree that venue shall be exclu:~ively vested in the state courts of the County of Santa Clara, or where otherwi:~e appropriate, exclusively in the United States District Court for the Northern District of California, San Jose, California. Section 24. Agreement Binding / Prior A~ireements and Amendments. The terms, covenants, and conditic>ns of this agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and sub consultants of both parties. This AGREEMENT, including all Exhibits attached hereto, represents the entire understanding of the parties as t~~ those matters contained herein. No prior oral or written understanding shall tie of any font or effect with respect to those matters covered hereunder. THIS AGREEMENT may only be modified by a written amendment duly executed by the parties to this Agreement:. Section 25, Costs and Attorneys Fees. The prevailing party in any action brought to enforce the terms of this agreement or arising out of this agreement may recover its reasonable costs and attorneys' fees expended in connection with such an action from the other party. Section 26. Electronic Transmission of Information. From time to time, the CONSULTANT may transmit design or other information to the CITY, City's Representative, or Contractor via electronic transmission. The CITY, City's Representative, or CONTRACTOR shall not be entitled to and hereby agrees not to alter or modify any such information without the express written consent of the CONSULTANT. Similarly, the CITY, City's Representative, and Contractor shall not use any information for any purpose not Civic Center Aquarium Tenji Page 1 [I of 12 BASK AGREEMENT expressly covered by this Agreement. The CONSULTANT shall not be responsible for any destruction or corruF>tion of such information during or after transmission to CITY, City's Representative, and Contractor and shalt be entitled to appropriate additional compensation in the event retransmission or recreation is required. Notwithstanding the foregoing, thE; Contractor may use electronically transmitted information to prepare su~~mittals, as-built drawings and record drawings. The Architect shall not be re:~ponsible for any changes made by the CONTRACTOR or for the CONTRACTOR'S work product. Section 27. Job Site Safetv. In no event shall CONSULTANT be responsible for job site safety issues. Such issues shall be the responsibility of the Construction Contractors who shall defend, indemnify, and hold harmless CONSULTANT and CITY for such issues. Section 28. Dispute Resolution. Any dispute related to the services hereunder shall be resolved by the parties pursuant to applicable law. Civic Center Aquarium Tenji Page 11 of 12 WITNESS THE EXECUTION HEREOF on the day and year first herein above written. APPROV AS T qty Attorney NOTARY PUBLIC CERTIFICATION State of California County of On _d / m /~ .before me, Notary Public, personally appeared known to me (or proved to me on the basis of satisfactory evidence} to be the person (s) whose name (s) is /are subscribed to the within instrument and acknowledged to me that he /she /they executed the same in his /her / their capacity (ies), and that by his / her /their signature (s) on the instrument the person (s) or the entity upon behalf of which the person (s) acted, executed the instrument. CITY OF CUPERTINO a icipal corporation ,, t y: ~ ~ C~`'~'`~~ date `~ - ` -U~:; -~~rty Marker, Dave Knapp ~/ , Attest e~~b-~3 City Clerk, Kimbe mith 10300 Tome Avenue Cupertino, CA 95014 408 777 3223 CONSULTANT Tenji Incorporated, a California Corporatio C3~~'~ I By: Dace: ~ ~ 6I0~ Name: t='O ~SE~~O~Z Title: ~ c ~"<<: (tk~ Address: 2`~ S c ~, ~k~ ~~~ C~ ~ ~ ~ ~~e -~ , rot ~<3~2~ Phone: ~~ ~~- Rss i WITNESS my hand and official seal Signature of Notary Public C~LLIFORNIA ALL-PURPOSE ACKNOIWLEDGMENT n State of California A SS. .s County of Jv~~i I(\ ~C.t ~~ h h ]~'rt On~~1,'V1~t('l4 ~ ~~ before me, 7-777 t ~~~1~i3F.1'~I~ ~`~~U.Y4~ ~i)~J~~C~ , Date Name and Tille of er (e.g., "Jane e, Notary Public") personally appeared ~t~11~.j C~~C~ ~~~~~{~.11r Se ~ ~'~~, ~ , Name(s) of Signer(s) personally known to me "~~ proved to me on the basis of satisfactory evidence 1o be the person({ whose name) (s :subscribed to th ,within instrument and ~ ALLI ROTNBERG ~ acknowledged to me that~e st~e~tlaejc executed Comm. f 1392862 'A the same in hl I~T~er,~t~e+r authorized NOTARY PUBIIC•CAIIFOflN1A N Monterey County .. capacity(i~), and that by ~l r My Comm. E>rpiru Jan. 8, 2007 :~ignature(~ on the instrument the person( ), o the entity upon behalf of which the person ~~cted, executed the instrument. 1NITN S my ha and official eal. (.._ Place Notary Seal Above Signature of Nota ublic OPTIONAL Though the information below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent removal and re<fttachment of this form to another document. Description of Attached ocument //~~ Title or Type of Document: ~ 1^~rne~ 'G-'~ 1*G~CkXY1UV~ ~ , CcN1S-.JItAVIt ~y IL~cS ,~ 2 Document Date: ~ /U <~ ~ ~ ~ Num ber of Pages: ` /~ Signer(s) Other Than Named Above: k V~I (h~t ~ i ~ M~J~r' ~Vl S vY~ -~ Capacity(ies) CI~~i(~ed by Igner _ Signer's Name: G-Ul~~ ~~~G~ ~~'. ~~~ ~ ^ Individual t 7 ~.~ ~ Corporate Officer -Title(s): 1n ~ ~ t (~ ~ • " Top of tr,~ma Here ^ Partner - ^ Limited ^ General ^ Attorney in Fact ^ Trustee ^ Guardian or Conservator ^ Other: ` Signer Is Representing: "~'2 Y~ \ r l V'1 Cy((~cN~ Gl CGi1t i ~JI 1nt1G` T ~A`f ~U ti~h~ivrl .rJ. .-. ice. - - ~ ~,rr. / .- . . . . r. - r r. ~ . , , r; ®1999 National Notary Association • 9350 De Soto Ave., P.O. Box 2402 • Chatswonh. CA 91373-24C2 • www.nationalnotary.org Prod. No. 5907 Reorder: Call Toll-Free 1-800-876-6827 EXHIE~IT A SCOPE OF :SERVICES Task 1: Aquarium Design Analysis Consultant shall review and comment on the feasibility, cost, code compliance, public acxess, maintenance, fabrication, procurement, installation, MBA criteria compliance, and other major activities of the tank and equipment design concepts as provided by Dolphin Designs. Deliverables shall be written meeting notes, written recommendations, guidelines, design criteri~r, cost estimates or schedules. Consultant shall coordinate site visits for City and members of Dolphin Designs to investigate alternative means, methods and materials of tank and reef fabrication. Consultant shall attend a series of design meetings in Campbell, Cupertino or San Francisco. (Tenji has attended two meetings to date; July 24th -Mark Faulkner, and, August 4th by Mark Faulkner and Ed Seidel) Consultant shall coordinate with both the donor's preferred aquarium designer, Dolphin Designs and the Architect of Record of the Library, SMWM. Task 2: Aquarium Structural Analysis and Design Documentation Consultant shall be prepared to provide structural review, structural analysis, and structural design of the tank design through ~~n established, California licensed, structural engineer, familiar with typical structural issues posed by large vessels containing water. Deliverables may range from written comments to stamped structural documents for fabrication or construction in Cbth hard Dopy and CAD format. Task 3: Aquarium Fabrication and Install~~tion Supervision Consultant shall provide oversight services of the fabrication and installation of the tank and the necessary equipment, working closelly with Dolphin Designs, SMWM and the General Contractor, Swinerton Builders. Fvhihi~: A_1 EXHIE3IT B SCHEDULE OF PERFORMANCE CONSULTANT shall complete all work under the scope of work by October 31, 2004. Time is of the essence of this Agreement. E=XHIE3IT C COMPENSATION CITY agrees to compensate CONSULTANT on a Time and Materials basis for professional services performed in acxordan~~e with the terms and conditions of this Agreement. The maximum amount of compE~nsation to be paid to CONSULTANT under this Agreement, including both payment for professional services of TWENTY-FIVE THOUSAND FIVE and 00/100 Dollars ($25,000} and reimbursable expenses allowance of FIVE THOUSAND and 00!100 Dollars ($5,000), and Additional Services shall not exceed TEN THOUSAND and 00/100 Dollars ($10,000). Any hours worked for which payment would result in a total exceeding thE; maximum amount of compensation set forth herein shall be at no cost to CITY. The CONSULTANT agrees to perform all they services, described in Exhibit A, Scope of Services, including Reimbursable Expenses, by Task, for the total sum shown below. The following sets forth the CITY's desired distribution of CONSULTANTS budget amount for each described service. Basic Services and Reimbursable Expenses Task 1: Aquarium Design Analysis $12,000 Task 2: Aquarium Structural Analysis and D~rsign Documentation $5,500 Task 3: Aquarium Fabrication and Installation_Supervision $12,500 Total Additional Services Allowance $30,000 As authorized by Citv $10,000 Agreement Total $4o,oao The Project Manager may approve, in writing, the transfer of budget amounts between any of the phases of Basic Professional Services or between the categories of Basic Professional Services, Reimbursable Expenses and Additional Services, provided that the total amount does not exceed FORTY THOUSAND and 00/100 Dollars ($40,000). FYr,n,~f r._~ CONSULTANT shall not exceed any specified budget amount for any phase or category without prior authorization from the CITY. The CONSULTANT shall invoice monthly based on percent completion per task against the sum total as shown above. The CONSULTANT is directly responsible for any reimbursements for SUB CONSULTANT work on this Project. Reimbursable Expenses for SUB CONSULTANT Work on this Project shall be billed to CITY as Basic Servi~~s and shall not be subject to any markup for Reimbursable Expenses. ADDITIONAL SERVICES Additional Services are for scope of work items that are unforeseen under this Agreement. CONSULTANT will be compensated for ~-dditional Services, only by prior written authorization, by Additional Service Directive, by the Project Manager, or his authorized representative, on a "Time and Materials" or "Lump Sum' basis. For work performed as "Time and Materials", CONSULTANT shall submit invoices with time al{ocations and back-up information, for CONSULTANT and Sub-consultants, to the CITY for approval. Where the work is to be performed as a "Lump Sum', CITY agrees to compensate CONSULTANT monthly based upon a perce~~tage of professional services completed. Where the work is to be performed on a "Time and Materials' basis, CITY agrees to compensate CONSULTANT monthly basE~d upon the hourly rates in EXHIBIT D, SCHEDULE OF CHARGES. CONSULTANT shall be responsible for dirE:cting the work of sub-consultants and for any compensation due to sub-consultants. C:ITY assumes no responsibility whatsoever concerning such compensation. FvhihBh (;_7 REIMBURSABLE EXPENSES CONSULTANT shall be authorized reimbursement for the below listed expenses directly related to the performance of Basic Professional Services and Additional Services. • Reproduction of Documents Drawings and Specifications • Travel by automobile at 34.5 cE:nts per mile plus an hourly rate, as shown on Exhibit D, Schedule of Charges, not to exceed 8 hours, to meetings in the Bay Area. • Travel by air at direct airfare casts plus an hourly rate, as shown on Exhibit D, Schedule of Charge:,, not to exceed 8 hours. • Travel by rental car with advan~~e approval • Parking • Meals and Lodging (by written ;authorization) • Presentation materials • Other unique and project related materials, supplies or equipment (by advance written authorization) • Models, Renderings, or Mock-ups CONSULTANT shall be entitled to a 10% markup of direct Reimbursable expenses. FYh~tirt r_~ EXHIEtIT D SCHEDULE OF CHARGES Effective through December 2003 Position Rate per hour Partner $75 CAD drafting $90 Engineering (not to exceed) $100 Administrative Assistants $50 FVh~hn~ n_~