Loading...
HomeMy WebLinkAboutContract EDEN *CAG-01-057 systems aft ftWAQUfN h2wWOM ® o " ® THIS AGREEMENT, made and entered into by and Licensed Documentation, or a procedure or routine between Eden Systems, Incorporated (hereinafter that,when observed in the regular operation of the "Licensor"), a corporation duly authorized and Licensed Program, eliminates the practical adverse existing under the State of Washington and having effect on Licensee of such non-conformity. its principal offices at 507 Industry Drive; Tukwila, 1.6 "Maintenance Modifications." Modifications Washington 98188, and the City of Renton, or revisions to the Licensed Program or Licensed Washington (hereinafter"Licensee"), a government g organization having its principal offices at 1055 S Documentation that correct Errors. g g p p 1.7 "Specifications." The functional performance Grady Way, Renton, Washington 98055. p P parameters of the Licensed Program effective on Licensor desires to grant to Licensee, and the date of this Agreement, as set forth in Licensed Licensee desires to acquire from Licensor a non- Documentation. exclusive right and license to use certain computer 1.8 "Proprietary Information." Unpublished software as hereinafter defined. Both parties agree "know-how" and "trade secrets"which shall include, they are able to comply with and will satisfy the without limitation, computer programs, program terms and conditions as set forth in this designs, algorithms, subroutines, system Agreement. Both parties, intending to be legally specifications, test data, charts, graphs, operation bound, agree to the following: sheets, and all other technical information, owned by Licensor or under its control, relating to the ' development and production or use of the Licensed Program and the design, configuration, SECTION 1 -DEFINITIONS programming, and protocol of the Licensed Program. The definition of terms set forth in this section shall 1.9 "Normal Working Hours." The hours apply when such terms are used in this Agreement, between 8AM and 5PM PST(Pacific Standard its exhibits, and any amendments: Time), on the days Monday through Friday, 1.1 "Licensed Program." The computer program excluding regularly scheduled holidays of Licensor. specifically identified within the Exhibits herein as 1.10 "Releases." New versions of the applications within the InForum Gold product line, Licensed Program, as specified by Licensor, which including object code, as well as related procedural new versions may be prompted by Error code, and documentation of any type which describes it. Corrections and/or Enhancements. 1.2 "Licensed Documentation." The system 1.11 "Support Agreement Term." A fiscal and other documentation made available by year, commencing on January 1 and ending on Licensor, for the Licensed Program. December 31, during which support and services are provided subject to the terms and conditions 1.3 "Enhancements." Changes or additions, set forth in Section 9, Software Support. other than Maintenance Modifications, to the Licensed Program or Licensed Documentation that add significant new functions or substantially improved performance thereto by changes in SECTION 2-GRANT OF LICENSE system design or coding. 2.1 Scope of License. Subject to compliance by 1.4 "Error." Problem caused by incorrect Licensee with the terms hereof, Licensor hereby operation of the computer code of the Licensed grants to Licensee, in perpetuity unless terminated Program or an incorrect statement or diagram in as provided herein, a personal, non-exclusive, Licensed Documentation that produces incorrect nontransferable license (without the right of results or causes incorrect actions to occur. sublicense), to: 1.5 "Error Correction." Either a software modification or addition that, when made or added a. Install, use, and execute the to the Licensed Program, establishes material Licensed Program on computers owned conformity of the Licensed Program to the or leased and used by Licensee at its facilities, for up to the number of Page 1 03/05/01 concurrent users specified in this Licensee within a reasonable period after Agreement in Exhibit A, for the sole and development. express purpose of supporting the internal business activities of Licensee; and NEW-01A b. Use the Licensed Documentation SECTION 3-TITLE TO MATERIALS only in conjunction with installation and use of the Licensed Program. 3.1 Title to Licensed Program and Licensed Documentation. All right, title, and interest in and 2.2 Delivery of Materials. Licensor shall deliver to the Licensed Program and Licensed one copy of the Licensed Program and Licensed Documentation, including the media on which the Documentation to Licensee within a reasonable same are furnished to Licensee, are and shall time following final execution of this Agreement. remain with Licensor. Licensee acknowledges that 2.3 Minimum Hardware and Software no such rights, title, or interest in or to the Licensed Requirements. Licensee acknowledges that in Program and the Licensed Documentation is order to be executed, Licensee's computers must granted under this Agreement, and no such meet or exceed the minimum published hardware, assertion shall be made by Licensee. Licensee is software and communication requirements for the granted only a limited right of use of the Licensed Licensed Program. Licensee agrees such Program and Licensed Documentation as set forth requirements are subject to change, and that future herein, which right of use is not coupled with an versions of the Licensed Program may have interest and is revocable in accordance with the different hardware and software requirements that terms of this Agreement. those presently in effect. The acquisition of 3.2 Title to Enhancements and Maintenance necessary hardware and software meeting the Modifications; Restrictions on Use, Disclosure, requirements then in effect shall be the sole Access,And Distribution. All right, title, and responsibility of Licensee. Licensee acknowledges interest in and to any Enhancements and that Licensor software support does not cover third Maintenance Modifications developed by either party software unless otherwise specified. Licensor or by Licensee shall be and remain with 2.4 Necessity for Third-party Software. the Licensor. Licensee shall treat all such Licensee acknowledges that in order to be Enhancements and Maintenance Modifications in executed, the Licensed Program requires certain accordance with the restrictions and limitations set third-party software not provided by Licensor. The forth herein respecting Licensed Programs and acquisition of necessary licenses and support for Licensed Documentation. this software shall be the sole responsibility of Licensee. Licensee acknowledges that Licensor f software support does not cover third party software unless otherwise specified. 2.5 Assignment of Rights in Licensee SECTION 4-FEES AND PAYMENTS Maintenance Modifications and Enhancements. 4.1 License Fee. In consideration of the licenses All right, title, and interest in all Maintenance granted hereunder, Licensee shall pay Licensor a Modifications and Enhancements developed by one-time license fee as well as other associated Licensee during the term of this Agreement costs as further defined in Exhibit A, attached remains with Licensor. Licensee agrees that such hereto. Maintenance Modifications and Enhancements shall be used by Licensee, and will not be 4.2 Software Support. Software Support is distributed or otherwise made available to any third subject to the terms and conditions of Section 9, party other than Licensor. Software Support, and may be offered, at the 2.6 Availability of Licensor Enhancements. Licensor's sole option, on a year by year basis. Licensor agrees to offer to Licensee a license to 4.3 Per Diem. Charges for meals and incidental Enhancements that Licensor develops and offers expenses associated with the delivery of the generally to licensees of the Licensed Program Licensed Program will be charged on a per diem according to the terms under Section 9.1.b. basis. The rate for such per diem shall be the 2.7 Licensee Notification and Delivery of maximum meals and incidental expenses allowed Materials. Licensee shall notify and deliver to for Licensee's locality as specified in 41 CFR Section 301 Appendix A of the code of Federal Licensor one copy of any Maintenance Regulations. Modifications and Enhancements developed by Page 2 03/03/01 4.4 Other Costs. Other costs, including but not disclose the Licensed Program and Licensed limited to air/train/taxi fare, charges for reasonable Documentation pursuant to such public request as and normal travel time to and from the customer Licensee deems appropriate. site, parking, freight costs, reproduction charges, 5.2 Secure Handling. Except for copies of the and other incidental expenses incurred by Licensor Licensed Program installed and operated upon its on account of this Agreement, shall be billed to the computers as permitted hereunder, Licensee shall Licensee. require that the Licensed Program and Licensed 4.5 Administrative Fee. Licensor shall have the Documentation be kept on Licensee's premises right to charge Licensee a monthly administrative which shall be maintained in a manner so as to fee of 1% or$5.00 (whichever is greater)for all reasonably preclude unauthorized persons from invoices which are over 30 days past due. gaining access thereto, and Licensee shall permit 4.6 Payment. Payment for all fixed fees and access only as necessary for either party's use charges shall be in accordance with the payment thereof in accordance with the terms of this schedule set forth in Exhibit B—Billing/Payment Agreement. Schedule. Payment for all estimated fees and 5.3 Proprietary Legends. Licensee shall not charges shall be in accordance with the terms and permit anyone other than Licensor to remove any conditions set forth in Exhibits D-Services and E— proprietary or other legend or restrictive notice Committed Modifications. contained or included in any material provided by 4.7 Taxes. The fees and charges specified in this Licensor. section are exclusive of any federal, state, or local 5.4 Reproduction of Licensed Documentation. excise, sales, use, and similar taxes assessed or Licensee may reproduce the Licensed imposed with respect to the service and support Documentation provided by Licensor, provided that provided hereunder. Licensee shall pay any such such reproductions are for the private internal use amounts upon request of Licensor accompanied by of Licensee, and all such reproductions bear evidence of imposition of such taxes. Licensor's copyright notices and other proprietary legends. 5.5 Injunctive Relief. Licensee recognizes and i f the acknowledges that an disclosure o 9 Y use o r Licensed Program or Licensed Documentation by SECTION 5-PROPRIETARY PROTECTION OF Licensee in a manner inconsistent with the MATERIALS provision of this Agreement may cause Licensor 5.1 Acknowledgment of Proprietary Materials; irreparable damage for which remedies other than Limitations on Use. Licensee acknowledges that injunctive relief may be inadequate. In the event of the Licensed Program and Licensed such a violation of this Agreement. Licensor shall Documentation are unpublished works for be entitled, upon application to a court of purposes of federal copyright law and embody competent jurisdiction, to a temporary restraining valuable confidential and secret information of order or preliminary injunction, to restrain and Licensor, the development of which required the enjoin Licensee from such violation, without expenditure of considerable time and money by prejudice to any other remedies available to Licensor. Licensee shall treat the Licensed Licensor. Programs and Licensed Documentation in 5.6 Technical Protections. Licensor may from confidence and shall not use, copy, or disclose, nor time to time prescribe password protection as an permit any of its personnel to use, copy, or disclose additional security measure for the Licensed the same for any purpose that is not specifically Program, and Licensee shall cooperate with authorized under this Agreement. In the event of a Licensor in connection therewith. public records request for the Licensed Program 5.7 Survival of Terms. The provisions of and Licensed Documentation, Licensee shall Sections 5.1 through 5.6 shall survive termination promptly provide a copy of such request to of this Agreement for any reason. Licensor so that it has at least seven business days from Licensor's receipt of such copy in which to seek an order restraining the Licensee from disclosing the Licensed Program and Documentation pursuant to such public records request. If Licensor does not obtain a restraining SECTION 6 -LIMITED WARRANTY, LIMITATION order within such period of time, Licensee may OF LIABILITY,AND INDEMNITY Page 3 03/03/01 INDIRECT, EXEMPLARY, OR CONSEQUENTIAL 6.1 Limited Warranty Against Infringement. DAMAGES, WHETHER OR NOT LICENSOR HAS Licensor warrants that the Licensed Program and BEEN ADVISED OF THE POSSIBILITY OF SUCH Licensed Documentation as delivered to Licensee CLAIM, DEMAND, OR ACTION. do not infringe any third-party rights in patent, 6.6 Licensee Indemnification. Licensee shall copyright, or trade secret in the United States. and does hereby agree to indemnify, hold 6.2 Limited Warranty of Conformity. Licensor harmless, and save Licensor from liability against warrants, for the benefit only of Licensee, that for any claim, demand, loss or action (1) resulting from the life of the Agreement, the Licensed Program Licensee's use or modification of the Licensed will conform in all material respects to the Licensed Program and Licensed Documentation and (2) Documentation (except for modifications made by alleging that any Maintenance Modifications made Licensee or by Licensor at the request of by Licensee infringe any third-party rights in the Licensee), but only if Licensee maintains United States respecting copyright, trade secret, or uninterrupted Software Support as described in patent. Section 9. Licensor assumes no responsibility for 6.7 Licensor Indemnification. Licensor shall and obsolescence of the Licensed Program nor for lack does hereby agree to indemnify, hold harmless, of conformity occurring from Licensee's failure to and save Licensee from liability against any claim, update the Licensed Program with distributed demand, loss, or action alleging that the Licensed Enhancements, Maintenance Modifications, or Program and Licensed Documentation or any Error Corrections. Maintenance Modifications or Enhancements made 6.3 Exclusive Remedy. As the exclusive remedy by Licensor infringe any third-party rights in the of Licensee for any nonconformity or defect United States respecting copyright, trade secret, or constituting an Error in the Licensed Program for patent. which Licensor is responsible, Licensor shall use 6.8 Survival of Terms. The provisions of commercially reasonable efforts to provide Sections 6.1 through 6.7 shall survive termination Maintenance Modifications with respect to such of this Agreement. Error. However, Licensor shall not be obligated to correct, cure, or otherwise remedy any Error in the Licensed Program resulting from any(1) :f modification of the Licensed Program by Licensee, or(2)failure of Licensee to notify Licensor of the SECTION 7-TERM AND TERMINATION existence and nature of such nonconformity or defect promptly upon its discovery. 7.1 Term. This Agreement shall commence on the PE date and year contained herein and shall continue 6.4 Disclaimer. EXC EPT A S SPECIFICALLY IFICALLY SET FORTH HEREIN, LICENSOR MAKES NO until terminated in accordance with the terms WARRANTIES, WHETHER EXPRESS OR thereof. IMPLIED, REGARDING OR RELATING TO THE 7.2 Termination by Either Party. Either party LICENSED PROGRAM OR LICENSED may terminate this Agreement upon 60 days DOCUMENTATION OR TO ANY OTHER written notice to the other party if the other party MATERIALS FURNISHED OR PROVIDED TO commits a breach of any term hereof and fails to LICENSEE HEREUNDER. LICENSOR cure said breach within that 60-day period. Such SPECIFICALLY DISCLAIMS ALL IMPLIED notice shall set forth the basis of the termination. WARRANTIES OF MERCHANTABILITY AND 7.3 Actions Upon Termination. Upon termination FITNESS FOR A PARTICULAR PURPOSE WITH of this Agreement for any reason, Licensee shall RESPECT TO SAID MATERIALS OR THE USE immediately cease use of, and return forthwith to THEREOF. Licensor, the Licensed Program and Licensed 6.6 Limitation of Liability. EXCEPT WITH Documentation, and any copies or portions thereof, RESPECT TO LIABILITY ARISING FROM including Maintenance Modifications or CLAIMS OF INFRINGEMENT OF THIRD-PARTY Enhancements. RIGHTS IN THE UNITED STATES IN COPYRIGHT, TRADE SECRET, OR PATENT, IN y , NO EVENT SHALL LICENSOR BE LIABLE UNDER ANY CLAIM, DEMAND, OR ACTION ARISING OUT OF OR RELATING TO ITS SECTION 8-MISCELLANEOUS PERFORMANCE OR LACK THEREOF UNDER THIS AGREEMENT FOR ANY SPECIAL, 8.1 Entire Agreement.This Agreement Page 4 03/03/01 I constitutes the entire Agreement between the Acceptance Testing within thirty(30)days of parties and supersedes all proposals, commencement of testing. If the Customer uses presentations, representations, and the Licensed Program for productive purposes, the communications, whether oral or in writing, Licensed Program shall be deemed to be accepted between the parties on this subject. Neither party under the provisions of this Agreement. The shall be bound by any warranty, statement, or passage of the thirty(30)day testing period without representation not contained herein. In the event official written notification from Licensee to of any conflict in the terms and conditions of this Licensor that module of Licensed Program has Agreement, the documents shall control in the failed Acceptance Testing indicates that the following order: module is accepted and that any portion of the a. This Software License and Use license fees attached to Licensed Program's Agreement; acceptance are due and payable. n. Licensor's Response to Licensee's 8.8 Failure of Acceptance Testing, Retesting. If Request for Proposal, if applicable; the parties agree that the Licensed Program does C. Licensee's Request for Proposal, if not successfully pass Acceptance Testing, the applicable. Licensee shall notify Licensor in writing ("first notice of failure") and shall specify with as much detail as 8.2 No Assignment. Licensee shall not sell, possible in which respects the Licensed Program transfer, assign, or subcontract any right or failed to pass the Acceptance Testing. Licensor obligation hereunder without the prior written shall make such necessary corrections and consent of Licensor. Any act in derogation of the modifications in the Licensed Program to establish foregoing shall be null and void; provided, however, a reasonable basis for additional Acceptance that any such assignment shall not relieve Testing within a period of thirty(30)days from the Licensee of its obligations under this Agreement. first notice of failure. Licensor shall notify Licensee 8.3 Force Majeure. Excepting provisions of this when such retesting can begin and the Licensee Agreement relating to payment of license fees, and shall complete Acceptance Testing within a period p Proprietary protection of Licensor's Pro rieta Information, of ten (10) business days from the date of neither party shall be in default of the terms hereof notification. If the parties agree that the Licensed if such action is due to a natural calamity, or similar Program continues to fail Acceptance Testing, the causes beyond the control of such party. Licensee shall notify Licensor in writing of the 8.4 Governing Law. This Agreement shall be Licensee's intention to terminate and if the Licensor governed by and construed in accordance with the fails to remedy the defect within (60)days of laws of the State of Washington. Venue for all receipt of said notification, the Licensee has the actions shall be in the County of King, Washington. right, at its option, to terminate the Agreement by giving written notice of such termination to the 8.5 Severability. If any provision of this Licensor. Agreement is held by a court of competent Upon the Licensee's termination of this Agreement jurisdiction to be contrary to law, the remaining due to failure of the second Acceptance Test, the provisions of this Agreement will remain in full force Licensee shall promptly return the Licensed and effect. Program and documentation and all related 8.6 Notice. Any notice required or permitted to be materials to the Licensor. made or given by either party under this Agreement 8.9 Acts of Insolvency. The Licensee may shall be made in writing and delivered by hand or terminate this Agreement by written notice to the by certified mail, postage prepaid, addressed as Licensor if the Licensor becomes insolvent, makes first set forth above or to such other address as a a general assignment for the benefit of creditors, party shall designate by written notice given to suffers or permits the appointment of a receiver for other party. its business or assets, becomes subject to any 8.7 Acceptance Testing. Within ten (10) proceeding under any domestic bankruptcy or business days of Licensor's notification to Licensee insolvency law or publicly announces liquidation that the Licensed Program or portion thereof is proceedings. installed and the applicable training administered, 8.10 Insurance. During the term of this Licensee shall begin performance of Acceptance Agreement, Licensor shall maintain an appropriate Testing, for the sole and express purpose of level of insurance against all personal and property determining whether the Licensed Program damage caused by Licensor's employees while on operates as described in the Licensed Licensee's premises and shall exhibit certificates of Documentation. Licensee must complete such evidence of such insurance upon request by Page 5 03/03/01 0 0 Licensee. A copy of that certificate is attached to "License Fee(Support Basis)"for each covered this agreement. product. No increase in the support rate shall be in 8.11 Equal Opportunity Employer. Licensor excess of 10% of the support rate for the prior shall not discriminate in its recruiting, hiring, year. All annual support charges are due and promotion, demotion, or termination practices on payable on or before the 1st working day of each the basis of race, religious creed, color, national Support Agreement Term. For those modules origin, ancestry, sex, age, or physical handicap in installed part way through a calendar year, the the performance of this Agreement. software support amounts will be pro-rated from the onset of training for the module until the end of 8.12 Source Code. Licensor agrees to provide the calendar year in which training begins. Failure Licensee with source code to the Licensed to make such payment shall constitute cancellation Program annually upon Licensee's request. and termination of support by Licensee and no further service or support will be provided by Licensor. 9.3 Licensee Responsibilities. Licensee shall be responsible for the procuring, installing, and SECTION 9 -SOFTWARE SUPPORT maintaining all computer equipment, telephone 9.1 Scope of Service. Licensor shall render lines, communications interfaces, and other support and services during Normal Working Hours hardware necessary to operate the Licensed for the following: Program and to obtain from Licensor the services called for according to Licensor's then existing a. Telephone Support-Calls for policy. assistance related to operation of the Licensed Program, reporting of a 9.4 Proprietary Rights. To the extent that potential error condition or abnormal Licensor may provide Licensee with any Error termination of a program, or request Corrections or Enhancements or any other for minor assistance related to the software, including any new software programs or Licensed Program; components, or any compilations or derivative works of the Licensed Program prepared by b. Su pp ort Enhancements -Selected Licensor, Licensee may 1 install copies of the Enhancements, the nature and a of y( ) p type Licensed Program adequate to serve the which shall be determined sole) b the y y concurrent users specified in this Agreement in Licensor. Such rovision shall not p Exhibit A, in the most current form provided by preclude Licensor from providing other Licensor, in Licensee's own facility; and (2) use Enhancements of the Licensed such Licensed Program in a manner consistent Program for license fees training g � g with the requirements of the Agreement, for charges, and other related service fees g purposes of serving Licensee's internal business and charges. needs. Licensee may not use, copy, or modify the C. Source Code Maintenance- Library Licensed Program, or make any copy, adaptation, of Licensed Program maintained by transcription, or merged portion thereof, except as Licensor for Licensee complete with expressly authorized by Licensor. The Licensed modifications authorized by Licensee Program is and shall remain the sole property of and performed by Licensor. Licensor, regardless of whether Licensee, its a. Software Warranty—If Licensee employees, or contractors may have contributed to obtains Software Support from the conception of such work,joined in the effort of Licensor, and such Software Support its development, or paid Licensor for the use of the is in effect without interruption from work product. Licensee shall from time to time take an further action and execute and deliver an inception of this Agreement, then y y p 9 , further instrument, including documents of Licensor will warrant the Licensed ram to be free of errors for the life Pro assignment or acknowledgment, that Licensor may of this Agreement.reement. reasonably request in order to establish and perfect g its exclusive ownership rights in such works. 9.2 Fees and Charges. Licensee shall pay Licensee shall not assert any right, title, or interest Licensor annual support charges based on an in such works, except for the non-exclusive right of annual rate determined by Licensor at the use granted to Licensee at the time of its delivery beginning of each Support Agreement Term. Such or on-site development. annual rate shall be multiplied times the amounts shown in Exhibit A under the column headed Page 6 03/03/01 9.5 Disclaimer of Warranty and Limitation of Liability. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM OR THE SERVICES TO BE RENDERED HEREUNDER,WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 9.6 Termination of Support. Support may be terminated as follows: a. Upon the termination of the License Agreement; or b. Upon notification by either party to the other, at the beginning of any Support Agreement Term; C. Upon 60 days' prior written notice if the other party has materially breached the provisions of this Agreement and has not cured such breach within such notice period. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as set forth below. [Licensee] By: F RENTON Signature: CI Title: Tanner, Mayor f Date: ATTEST. +r/ Marilyn .:i. e.tersen,, Clerk , [Licensor] Eden Systems, Inc. By: Ed Torkelson Signaturq � _ Title: President Date: L Page 7 03/03/01 Eden Systems, Inc. Software License and Use Agreement Exhibits Section Exhibit A-Eden Systems Deliverables Exhibit B-Billing/Payment Schedule Exhibit C- Third Party Products, Tools Exhibit D-Services Exhibit E- Committed Modifications Exhibit F-Database Server Exhibit G-ESRI Products and Services II Page 8 03/03/01 a tuw o 0 0 0 0 0 0 o a: 0 0 0 0 0 0 o to to, 0 0 0 0 0 0 0 .- ■- °0_ a°o_ °0_ Cl W CD °o °o_ u9 f i_. C T O to le LO O to _cc ° a) a CD 0 40 N N O O O O O t0 co:" E O O O r O U O O O O O to " O N O It O r Or r N N N N .t ap. d C o a C! o °o °o °o °o C! o O v O O O O C O Cl O O O r d tom 0 C q o N o 0 0 t �i M a mN � a "' 6- .3 do E f � N Tti' 3 O O A m v 1ri o C. y c E O i L M M N O E O Z O tU W - O 0 = U d x a 3 •� C fA N r O O H t O L M 0 3 v � O b =o to C6 06 (6 L 4, -0 N N ^s °' Q w 0 0 0 0 0 o 3 ea Je N N N t70 C + �+ •G O N d C ++ C y O V o Mll IL C. 0.r o 14 L £ a R *' O ° r O O O O 0 - •fA •3 s 0 0 0 0 0': L a� c z 0 0 0 W d .a fA m o o too W to tC LQ O t C via. V v E _ o d o o °o °o w y CD w ° O '; to m L W d 3 y Q O y t N O W d eC c�a 0 0 0 0 d V Q C o 0 0 0 0 " a 0 �t v °o °o °o °o °o £ C ` O U) O .Ci,,fA--- O O O 119 t� L 41 O � G1 C E tap^ N_. •7 i d � � air - w 75 0 : d � � 3 a O d L C pY d 4' w :3 � a o n w L J CL r ° 01 O v 0 N N rn a rn m> . CL C Ne0 w£o 6 C �E�� U) U v c y 7 d C N 2 0 d!CC 3 li to ° 'c U Q v' o d rn .a d d N d N LL o m a H a v� 0 CL "D c o Y a� o ca d L = eE H rn t ° \ Q c a O to ° V djo H +L+ H * w ~J ° a) m y a o to ° N w * « a y m > m m Z 3 o m m a m io o r o a00000000 9RR9999R ' « 9 0 0 0 0 0 0 C) mmLcoo � �00 c +LO S � oo0 000 666 6a6 CD 222 RR / LU Rm o o W R @ S G to � :�: o � m2 ��� � k � W c � � k � m m k ck U- \ d2 $ 2m \ I m o 2 7 2 o ■ � � � � 2 m - m @ \ ƒ k c k m x o co in � E co ® o m ' kka !Em = xf U L m 2 � � � O 2 � � � 2 qco Wco � Q � : � . O � � : A @ � \:k m pw 2 L L O O O N E C.. U U M 0 N C N C O O V �' N X .r can a) :Si _ co C .' U 3 (6 L E �_ _N O O OL C p t E � 0 O E � `' O -p � U An LL U p +, o O N N >, N (n C N cu t C 0 U C C U '+J 0 0 Q a) 2 O u) a) rn a) (�6 0 c >p � +' Y O N N O a) U c N U Y Q N _ aa) •Lv �_ a � tEL 3N a) _o wow �_ N 0 0 > cn O C p fn -0 > C L Q Co a) `� CO (n U •�Y a) N -; 3 O a) p W cn C Q +� p) U U ` .N E C CD w N C O C O a O — c p Y J 0 c .L ++ (a ) 3 N 'a) � � O a) : L C O U N a) C O w N U O- .. U ++ L N Q — cu L Cl) w o Ca) EccnC in 3 a) � � � to rn L C a E 0 a) a) _ a) � � Lp Y 0 O c c Qc 0 E 0 O Oa) o0 QUmQ•LUp) O cn C a) N 3 E •- ca co � 3 CE 050 c v a) � 0 N 7 a) c 'a C c .c a) � a) u) a) cu a) O 0 a) 00 c :� U a) a) °) a) N cn >. w c c0 N >' m = .c o c = } U L O rn +. E �«- +. CO L C 7 0 O L d -0 += 7 3 o)0 'O � p C 7 O U .0 N a) p_ 0 ;� O -a U .'. C rn c in o +' U U N C N rn 'O � a) a Q .) N o N 3 U 0 0 3 C= O � fn U > C U a) O p m L p a) .a) 0 o Q u) :_ a) Y ca N L L O O N E o0 00 > � ccnOCasL E rn0 a) Qa) .� 0 .� L (n N a) CL O Q ;_ `) C `) O 3 N U) cC N c ` O a) a) Y C N a) O U .0 ' N C C a) N a) > U 0. 0 v a) E 6 O O rnN a) '- E m N p .N CO o c -0 03 0 •ccoo «- m 00 .- cU) crn— M ., Q N c U c O N a) >+ c0 •s c c O OW 0 3 c 0 c - E 'c ° E rnE a0i 0C) � : L 3 ch 0ca � (n � � DrnEO,••otmoc0 � me a`) c"ufl � (D -a k � a) :° o a a � c � � .0 N 5) C 0 0 U Wy 0 (D -J m m ( mmwEaL) Q w m3 cEaDi a) >, aEi y p p a) 0 L L a) 0) 0 — CO .-a) U) C 0 p (n C 0 O N U o a) U a) N c m N o fl .� cu— C a) - L O 'p cn L u) _U T a) Q dcn acn E .0 c0acm 0o � an � �, 0 :? � —) Q Ern x c a) c L «+ — J d a) a) N U rn .0 a) >'s a) a) "O C E C J •C O Y W U B U O O O E 1- c a) cn L c Q L 0 >, a`) cE a0icno - CL cn rOLn -0 E aa) �, Co > 0 O 0 -0 .—0 N ca N E o a) C E O N cn "O O L M C)- O L O . E O a) a) u) c O O H = -0o ' c °� oEQaOiaci � 00 � E N � iota a`)) rpn a) c Q� > c E y E 0 0 'a) o � � ca v o C E C y c c Q,O C cC: 0 = to .� U a) o maa) -0c°n c0) Q aa)) .c? , ' C)•� Q-0o �' E ma) �� v0) _j � 2 a) 0 , I `) a) c .5caa) a 0 EvOi ca) E -0 >,� CL� Y 0c0 � � a) o - aai -0 0 0 aDiaa)) H00 a) a) N (0 O (0 L O C +-' O L U C L p m cm-0 C: U u)) aa)) a) 0 O j Q Q J Q uj tm o C O d rn c N � � � v ion 0c m - : 'm c •� N w •N N 0 O cu j Q o w a) ... .-. y a+ p b ul U a) rn� •- rn 0 cn S L 0 cn a) S . IL o � a n > C (n > -0 c •- coo aNi m o c E � � .� c a) 0 rn 3 _ C C U O O O O .'' 0 �Q c N p c cn cn .cn C-p C C N N m 7 > c o N to L cn O ` 0 O U m C � -0 � � U � cn U C a) N m a) U cn (D r. N a) U (n r6 9 a) Q a) u) O N .0 m 70 s a) L , a p 0) Uca � Z N � ca E1° vE0 ~= Q > 0 c '- moo „ o a) yL E � c N c`0i � o .o � c c a)arnE 0. 0 ° o + w ° c 3 0 c 0 0 cn N U Q-a c Q c V O m c +. $ C N c N c w � me m e ca a) u) co c a) -6v — c v ld !C 'p C O c a) c0 c� Q L E o Q .O .N. C C 0 7 0 cc w(n Co f0 U N 7 0 c cl) U fn rn U 2 - W U D U D 5 0 V C N cn rn a) � M C >' >,p C .0 p m a) p 0 '� p Q a) >, > a) 3 () m co C L O r0 L U L m a) -0 L Q t (� L E d V O U L O Q � UD +L d � Ja .C .� CU CL c0 1 L � Y •� ai c (La c U) 3 ca L L con 0 ° 0)W •7 N U cu cu N ` (a O cu a) a) m O C O C N C N O p N N N — L L O U L p U N O a) U L 'p O C N 0 - J E a) iD N O Op N c — p Q- C co N w (a U 0 O E O U a) O d -1 U( U Q " . U L C O N O N U- N a) c Y a) - Q D a) o _U J N E N m cm U V7 U ` E a) N a 3 C U N 2 a) N c - O O O U V Q U C C _ O d� U a) N> cN a > L J Q a N U E :L- O co C U N (a 03 -0 N N U C 0 "c U cones E L c > O TN NQ 3 `) a) c O a) a) U O � N �? a � () W a) c U a) -0 m N UFO EJ OIL '0 N J a) U Y t N N O Y N N d � c > N Da c`a N as uo) 0m cn a U ! .Q oN 0 � c CL 0 cm (D � � C "Q 7 C N Y v- U a) L U L 7 L LL C N 'p O "O E N io -j 2 co J a) N U N C O a) } o N a) J c L c N ca N N N U N C Y +L+ N c •N 0 c N Q c > p) O a) E w E vi a) ,_ L cn cn C Y > ` LO. � = U .0 caa) � o � o ° 0 00) (D � O V N c (D � c U a) = ca 3 CO) Q c ai (n o o O a) cYo � U) 'O 0 Q' W N c o � c w a) V ,2 w 0 N m v L N � N Q U a) L U c6 >Ca o Y c o o N Q..Yc N 7 O D N W W �'� o 0 U ca cn 0 0) Ca J a3 (n U ca CO) N •= cn C N ` w O 0 0 'a -op — a) w c o n m -0 0 NY N (ate a O a) a) a L. c6 c m >, C a) L O N U p Co 'O Y a) -0 O U (D ° > Y O c as c M O V m Q.- .N mE � v' (D U of CO JN oc � (a N U 0- a) N m a) 0 .� �- Q. ca N U C 0 cn o ) Q 7 � a) a) O a) a) U CO c a3 c 0 N C N O -0 Y Y cn a) E -p N a) — a p U -O U N a) C a) N O +- CO a p p v a) J a) rn O L p U S O U ° a n n U (n `� a) .5 O U ca c N aa) a E y ai vi — Co Y '� (Dc o Y fa > c � _0 vi 0 0 a) c o � a c v � cu x = rn — 0 O E t N o0 c E o ` uoi c can a) z ° •� U cn (n (nQ " L Uc orna) � L L °) Nw0 p �C (a C Y U Ll. >+ 0 - U C � QN C C Q- rn _O a (n N � R C N d U C w U O p `p E N N (o N — C p a) !_ v cm J .0 a) O U 0 -2 •� a) a) ` (a 0 _ U n . 3 aC) .O L(n % fa Y>U N U N o () E > a) 0 N C > y 0 L- C N U (D > N M w c a 3 0 a a m M J " 7 O N a) U U O N 3 -: O O Z 0) (a S L C) E N O 'o . 0 d > L (a p a C O U(a Q } C a) U U , C �: U Q �N+ C C to N N N C a) C N L L (a Q O Y a) N fa C Y C O> 7 a) a) Y O N .N U) 2 U) w a N rn a) "0 V 0 N N o C a) :)cn C N ) a) 0) O` YO d N 2 N a) C >, 'J C-� U Y a) O 7 C N -a 00 N C C N - fa 7 a N EE p d a v Q ° L 0 cac •� U U N N C LX +' 0 Q (a J O C >i N (a = J a) 0 40 ca CO (1) N '~ 0-Q (). kcn k �.r- =3 c k m :3 Q m 2 q0 c 0 $ E / ' / � / m 0 � / .@ (D & k ® k @ / 2 E / i� : 0 c CIO @5 CID k \ c 2 00000 0) 00000 � / E aaaaa o� a > ggqqq 40 t k / CO 2 (1) : G . Dq � a) : Q � $ $ � S & CID 7 ° � ■ k uj Q. N E .■ = E � c . 0 � � ° $ \ / ® [ o e � @ m ` $ m 0 § 7 j D o m k � ' 2 � 2 / 7k / / § 2 27 : $ : m � 77 � X50 « / 2 � ~ CC ¥ / 3 § $ 2a } m @ o@ in m o c c � o � UF— em = m G CIO 2 \ k X00 S 0 c o a) (D � 0 / < f > � § k ,f CL w E m ƒ � � Gk $ k 23 % \ c CIO . �7 ° (n . m 0 > $ �/ 2 / / � k � Cu ■ 0 ® NEB ° �CD 0 \ � / o < � c U) in Q) � 2 cu U) . k 2 2 2 / % . -10 � m @ � R 2R �\\ Z � 2 § . W Q cu W E E k og � e � 0 a cn ' (n U) % m � �k / � 0 $ f G U) LU % t 0 t � k : 0 -0 \ @ \ §< ° \ § £ E �, ■ � �� \ / K � 72 jf � 2 £ I & o / CL- 7 ® E Cy / kf0 S moo » o m / 02 � R � W $ a X22 R \ CL � 0 a 2 � w4) > � pmt =cn . jo . / k F . 0 0 M (D 7 cam0) 2 / R � / % . ® CO) $ � 0 kk (D � E@ K 2 30 . c LU Q eCm ® O \f § f � c o (u 42 .r- § : � k U) 0 C \ k - / � ) / cx E-0 0 ' } � 0 � (D X 0 k �kee � 2 U CL f U) / 2S § � % / k Mn 227 % 3 / / E § k . x E @ E » 0 ƒ S > / � ® ) 0 m = . 0 � a.a © ® 2 $ o C-0 t ® 'a CLE2g " k S S k 0 a 2 c ■ c a f © / 2 20} w £ � � 20 = rn Mn c m � _0 w ` N 0) v o Q� N �Q c (D "- O E 3 Via) c Z � aciU �° o E U) -a O N Q c �. a) > E e o ° (n L C (n U . O (U >OU m N N U a) s0 � N C m ` a (n 0.)O 0 C ° (0 ' U _ C N ti 0 Q U L c N a) a) Q > � NUU O) C E '� (D N Q- (D U (n Z C C T Q C) c O + NY C C � LL � N a O L a) 7 N N U 7 +: 7 � N w p = O L +- C (n U N N 3 a) N a) O C CD (0 L M U C E U p w N C ca E E = ~ O L N OcooLLfn a) M U U Ern � � m m Q ° � � Y L L E O O m W a) N a) N Z o 0 } t O 4) 0 0)Uo a) Z 'a LM a) C L T"O (0 E J fl (mod CL Gy1 c O U > O c C 7, ON V c 0 UU O E (n NOM c (n 3 L a) C O m N V U [ N L a) = O m (n 7 LO ._ C d1 '� •= C E W C — 6 a3 C .0 = E C O N 7 Q U a U) �, a) a)-a -D W E LL m C N C U 7 M C (D .E Q y (6 L N r� C Q' a O OR Lo C L l O � p O L p p C •� W Z U a U } L CL N ` L T 0) -3 O v°)CL :3 U L c m cn ° C — U O E (n o n o °- °N � oNO vco� E cn (n E O p C O � Q = ti n E U Q N F m O U) U N W _N (n C CL E' mr U � m pW - a) F- (nN p) �C C 3 +. a) U U Q O Q' C, Q N� — c N 0 a W a) Q E T () a) U) c A=N V 1) O a) C) 82° Lo USi a O x Uv >O � c a) O Z N W a) -a ° a O a � N N (n O o >, c to _ ` W N � cn E C p 6 "O a) m O Q. N a) fl rn Ncv T ° E = E E ° cLnm C U N C a' ° fl a) ° ° E a) � E rn O . LL N a p U) fL 0 (n -0 -p C O) O C L O 7 U (n ° � N cLo a) LQ Q O ° C: U) c Lp ) LL N m N O N .V c 0 c Q a) � O 0 0 E cr c � � u) W E � .� a) E U :a 0 c L N p t' C: -0 a) O U 7 U) 0 w O m a) L ., L L C t U O a- U) O C N "O (p V (D 0 , N C (6 C N a) N a) a) V- C E ) (C �+ C N U =3 U (Ln .0 O N ` w T O N O ° N C a ° t p E U ° a) a) N U > T a) '+. as (n ca � c0 Q Q J (ca w rnZ �+j o N (D N � .v o0 a) CL Q O T > U Q J r N M d O (nom W Q 0 O � N A,