17TO: Honorable Mayor Stoddard and Members of e Commission
VIA: Hector Mirabile, Ph. D. City Manager
FROM: Alfredo Riverol, Finance Director
DATE: September 30, 2010 Agenda Item No.
Subject: Software Maintenance Agreement
Background: The City's current finance system, Sungard Public Sector, Inc, was
purchased in 1995 and is currently operating on an AS400 IBM proprietary
system. In an effort to simplify the accounting and provide the useful
reports to the Manager, Department Directors, Commission and public on
a timely basis, the Finance Department is upgrading the current program
to SunGard's net platform, which allows the City to use a Microsoft
server versus the IBM AS400, which is very expensive hardware to
maintain. SunGard is financing the software upgrade new program over a
5 -year period with interest free; by upgrading, the City would no longer
need to pay for some of the existing modules saving the City money and
offsetting the cost of the program upgrade.
Selected: The City of South Miami is requesting to execute a Software Maintenance
Agreement with SunGard Public Sector Inc.
Cost: The term of the Software Maintenance Agreement is 5 years with a total
of $175,000. The amounts noted shall be payable as follows:
■ Year 1 $ 35,000.00
■ Year 2 $ 35,000.00
■ Year 3 $ 35,000.00
• Year 4 $ 35,000.00
• Year 5 $ 35,000.00
Account Number: The annual payment for this purchase was included in 2010-2011 budget
001 - 1410 -513 -4634 Maintenance Computer Programs
Backup
Documentation: Software Maintenance Agreement
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RESOLUTION NO
A Resolution of the Mayor and City Commission of the City of South
Miami, Florida, authorizing the City Manager to enter into an
agreement with SunGard Public Sector Inc., a sole source vendor for
Software Maintenance for the sum of $175,000 for a five year period,
with an annual maintenance fee payment of $35,000.00 to be paid
from account number 001 -1410- 513 -4634 Maintenance Computer
Programs; and providing for an effective date.
WHEREAS, the new SunGard Public Sector finance software will increase efficiency
related to critical date entry and inventory control; and
WHEREAS, the SunGard Public Sector Inc. Software Maintenance Agreement is
necessary for the maintenance of the new SunGard Public Sector finance software; and
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT:
Section 1. The City Manager is authorized to enter into the attached Maintenance
Agreement for the total sum of $178,211.75 with SunGard Public Sector Inc. for
Software Maintenance computer program to be paid from Account No. 001 -1410-
513.4634.
Section 2. That this resolution shall take effect immediately upon approval
PASSED AND ADOPTED this day of
ATTEST:
City Clerk
Read and approved as to form
and sufficiency:
City Attorney
2010
Mayor
COMMISSION VOTE:
Mayor
Stoddard
Vice -Mayor
Newman
Commissioner
Palmer
Commissioner
Beasley
Commissioner
Harris
SOFTWARE MAINTENANCE AGREEMENT
BETWEEN
SunGard Public Sector Inc.
a Florida corporation
with headquarters at.
1000 Business Center Drive
Lake Mary, FL 32746
( "SunGard Public Sector ")
AND
City of South Miami
6130 Sunset Drive
South Miami, FL 33143
(for purposes of this Agreement, "Customer ")
By the signatures of their duly authorized representatives below, SunGard Public Sector and
Customer, intending to be legally bound, agree to all of the provisions of this Agreement and all
Exhibits, Supplements, Schedules, Appendices, and /or Addenda to this Agreement.
City of South Miami, FL SunGard Public Sector Inc.
BY:
PRINT NAME:
PRINT TITLE:
DATE SIGNED:
BY:
PRINT NAME: _
PRINT TITLE:
DATE SIGNED:
Page 1 of 6 SMIA- 100788 SunGard Public Sector Maintenance.doc
THIS AGREEMENT is entered into between SunGard Public Sector and Customer on the latest date shown
on the signature page of this Agreement. SunGard Public Sector's obligations hereunder will commence 120 days
following Execution Date (the "Commencement Date ").
SunGard Public Sector and Customer have entered into a Software License and Services Agreement as of the
Execution Date (the "License Agreement ") for the Software. Customer desires that SunGard Public Sector provide
Maintenance and Enhancements for and new releases of the Baseline Component System Software identified in
Exhibit 1 on the terms and conditions contained in this Agreement. Accordingly, the parties agree as follows:.
1. Incorporation By Reference. Sections 1
Definitions), 8 (Confidential Information) and 11
through 15, inclusive (Notices, Force Maieure,
Assignment, No Waiver and Choice of Law:
Severability, respectively) of the License
Agreement are incorporated into this Agreement
by this reference as fully as if written out below. If
any provision incorporated by reference from the
License Agreement conflicts with any provision of
this Agreement, the provision of this Agreement
will control.
2. Additional Definitions.
"Commencement Date" is defined in the
opening sentence of this Agreement.
"Contract Year" means, the period specified
in Exhibit 1.
"Enhancements" means general release (as
opposed to custom) changes to a Baseline
Component System which increase the
functionality of the Baseline Component System.
"Improvements" means, collectively,
Maintenance, Enhancements and New Releases
provided under this Agreement.
"Maintenance" means using reasonable
efforts to provide Customer with avoidance
procedures for or corrections of Defects. The
hours during which Maintenance will be provided
for each Component System, the targeted
response times for certain defined categories of
Maintenance calls for each Component System,
and other details and procedures (collectively, the
"Maintenance Standards ") relating to the provision
of Maintenance for each Component System are
described in attached Exhibit 2.
"New Releases" means new editions of a
Baseline Component System.
"Notification" means a communication to
SunGard Public Sector's help desk by means of: (1)
SunGard Public Sector's web helpline; (ii) the
placement of a telephone call; or (iii) the sending of an e-
mail, in each case, in accordance with SunGard Public
Sector's then- current policies and procedures for submitting
such communications.
"Priority One Call" means a Notification from
Customer to SunGard Public Sector's Help desk reporting
that it believes that a Defect has caused: (i) a full failure
(i.e., "crash ") of its computer system; (ii) a full failure of the
Software; or (iii) a failure of its computer system or the
Software which, in either case, prevents Customer from
performing data processing which is critical to Customer's
operations on the day on which the alleged Defect is
reported.
"Priority Two Call" means a Notification from
Customer to SunGard Public Sector's Help desk reporting
that it believes that a Defect has caused a partial failure of
Customer's computer system or the Software which
significantly hinders its ability to perform data processing
which is critical to Customer's operations on the day on
which the alleged Defect is reported.
"Priority Three Call" means a Notification from
Customer to SunGard Public Sector's Help desk reporting
that it believes that a Defect has caused an intermittent
failure of, or problem with, its computer system or the
Software that causes a significant delay in Customer's
ability to perform data processing on the day on which the
alleged Defect is reported, but where the processing is not
critical to Customer's operations.
"Priority Four Calf" means a Notification from
Customer to SunGard Public Sector's Help desk reporting
that it believes that a Defect has caused a problem with its
computer system or the Software that does not significantly
affect critical processing.
3. Services.
(a) Types of Services. During the term of this
Agreement, SunGard Public Sector will provide Customer
with Maintenance for, Enhancements of, and New Releases
of each Baseline Component System identified in Exhibit 1.
(b) Limitations. All Improvements will be part of the
applicable Baseline Component System and will be subject
to all of the terms and conditions of the License Agreement
Page 2 of 6 SMIA- 100788 SunGard Public Sector Maintenance.doc
and this Agreement. SunGard Public Sector's
obligation to provide Customer with Improvements
for Baseline Component Systems owned by parties
other than SunGard Public Sector is limited to
providing Customer with the Improvements that the
applicable third party owner provides to Suri
Public Sector for that Baseline Component
System. in this regard, to the extent that an
agreement authorizing SunGard Public Sector to
resell or sublicense a third party's Baseline
Component System is terminated or expires prior
to the Expiration Date, or prior to the expiration of
any renewal term, for that Baseline Component
System, then SunGard Public Sector's obligation
to provide Improvements to Customer for that
Baseline Component System, and Customer's
obligation to pay SunGard Public Sector for such
Improvements, will automatically terminate
simultaneously with the termination or expiration of
the relevant agreement. Customer must provide
SunGard Public Sector with such facilities,
equipment and support as are reasonably
necessary for SunGard Public Sector to perform its
obligations under this Agreement, including remote
access to the Equipment.
4. Payment and Taxes.
(a) Maintenance Fees. For the
Improvements, Customer will pay SunGard Public
Sector the amount provided for in Exhibit 1 as the
"Payment Amount" for the first five years. For each
Contract Year subsequent to the initial five
Contract Years, SunGard Public Sector reserves
the right to increase the Improvements fees. Fees
for Improvements for a Baseline Component
System /Custom Modification are due on the first
day of the first month of the Contract Year for that
Baseline Component System /Custom Modification.
(b) Additional Costs. Customer will also
reimburse SunGard Public Sector for actual travel
and living expenses that SunGard Public Sector
incurs in providing Customer with Improvements
under this Agreement, with reimbursement to be
on an as- incurred basis. SunGard Public Sector
will use reasonable efforts to limit travel and living
expenses by using coach air fare, booked in
advance when available, staying at hotels
identified in advance by Customer as offering
Customers contractors a discounted rate, and
sharing rental cars. Customer will also reimburse
SunGard Public Sector for all charges incurred in
connection with accessing Equipment.
Reimbursement is subject to any statutory
reimbursement limitations imposed on Customer
contractors, and Customer will provide SunGard
Public Sector with a copy of such limitations before
SunGard Public Sector incurs expenses..
(c) Taxes. Customer is responsible for
paying all taxes (except for taxes based on
SunGard Public Sector's net income or capital
stock) relating to this Agreement, the
Improvements, any services provided or payments
made under this Agreement. Applicable tax amounts (if
any) are NOT included in the fees set forth in this
Agreement. If Customer is exempt from the payment of any
such taxes, Customer must provide SunGard Public Sector
with a valid tax exemption certificate; otherwise, absent
proof of Customer's direct payment of such tax amounts to
the applicable taxing authority, SunGard Public Sector will
invoice Customer for and Customer will pay to SunGard
Public Sector all such tax amounts.
(d) Late Charges. Customer will pay each SunGard
Public Sector invoice by no later than thirty (30) days after
receipt. Late payments are subject to a late charge equal to
the lesser of: (i) the prime lending rate established from
time to time by Citizens Bank, Philadelphia, Pennsylvania
plus three percent (3 %); or (ii) the highest rate permitted by
applicable law.
5. Term. Except in the case of Customer's exercise of
the Early Termination Right described in Section 7(a), the
term of this Agreement as it applies to each Baseline
Component System is for the period beginning on the
Commencement Date and continuing until the Expiration
Date for that Baseline Component System. For each
Baseline Component System, this Agreement will
automatically be extended for consecutive Contract Years
beyond the Expiration Date on a year -to -year basis unless:
(i) either party notifies the other in writing of its intent not to
extend this Agreement for any particular Baseline
Component System at least ninety (90) days prior to the
Expiration Date, or, for any Contract Year subsequent to the
Expiration Date, at least ninety (90) days prior to the
expiration of the then - current. Contract Year or (ii) the
Agreement has otherwise expired or terminated as it relates
to a particular Baseline Component System under the terms
of this Agreement.
6. Disclaimer of Warranties. Customer agrees and
understands that SUNGARD PUBLIC SECTOR MAKES
NO WARRANTIES WHATSOEVER, EXPRESSED OR
IMPLIED, WITH REGARD TO ANY IMPROVEMENTS
AND /OR ANY OTHER MATTER RELATING TO THIS
AGREEMENT, AND THAT SUNGARD PUBLIC SECTOR
EXPLICITLY DISCLAIMS ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. FURTHER, SUNGARD PUBLIC SECTOR
EXPRESSLY DOES NOT WARRANT THAT A
COMPONENT SYSTEM OR ANY IMPROVEMENTS WILL
BE USABLE BY CUSTOMER IF THE COMPONENT
SYSTEM HAS BEEN MODIFIED BY ANYONE OTHER
THAN SUNGARD PUBLIC SECTOR, OR WILL BE
ERROR FREE, WILL OPERATE WITHOUT
INTERRUPTION OR WILL BE COMPATIBLE WITH ANY
HARDWARE OR SOFTWARE OTHER THAN THE
EQUIPMENT.
Termination. A party has the right to terminate this
Agreement if the other party breaches a material provision
of this Agreement. Either party has the right to terminate
this Agreement at any time while an event or condition
giving rise to the right of termination exists. To terminate
this Agreement, the party seeking termination must give the
other party notice that describes the event or condition of
termination in reasonable detail. From the date of its
Page 3 of 6 SMIA- 100788 SunGard Public Sector Maintenance.doc
receipt of that notice, the other party will have thirty
(30) days to cure the breach to the reasonable
satisfaction of the party desiring termination. If the
event or condition giving rise to the right of
termination is not cured within that period, then the
party seeking to terminate this Agreement can
effect such termination by providing the other parry
with a termination notice that specifies the effective
date of such termination. Termination of this
Agreement will be without prejudice to the
terminating party's other rights and remedies
pursuant to this Agreement.
8. LIMITATIONS OF LIABILITY.
(a) LIMITED LIABILITY OF SUNGARD
PUBLIC SECTOR. SUNGARD PUBLIC
SECTOR'S LIABILITY IN CONNECTION
WITH THE IMPROVEMENTS OR ANY
OTHER MATTER RELATING TO THIS
AGREEMENT WILL NOT EXCEED THE
FEES THAT CUSTOMER ACTUALLY PAID
TO SUNGARD PUBLIC SECTOR FOR THE
IMPROVEMENTS FOR THE YEAR THAT
SUCH LIABILITY ARISES.
(b) EXCLUSION OF DAMAGES.
REGARDLESS OF WHETHER ANY
REMEDY SET FORTH HEREIN FAILS OF
ITS ESSENTIAL PURPOSE OR
OTHERWISE, IN NO EVENT WILL
SUNGARD PUBLIC SECTOR BE LIABLE TO
CUSTOMER FOR ANY SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER BASED
ON BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY, OR
OTHERWISE, AND WHETHER OR NOT SUNGARD
PUBLIC SECTOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.
(c) BASIS OF THE BARGAIN. CUSTOMER
ACKNOWLEDGES THAT SUNGARD PUBLIC
SECTOR HAS SET ITS FEES AND ENTERED INTO
THIS AGREEMENT IN RELIANCE UPON THE
LIMITATIONS OF LIABILITY AND THE
DISCLAIMERS OF WARRANTIES AND DAMAGES
SET FORTH IN THIS AGREEMENT, AND THAT THE
SAME FORM AN ESSENTIAL BASIS OF THE
BARGAIN BETWEEN THE PARTIES.
9.. Entire Agreement. This Agreement contains the
entire understanding of the parties with respect to its
subject matter, and supersedes and extinguishes all prior
oral and written communications between the parties about
its subject matter. Any purchase order or similar document
which may be issued by Customer in connection with this
Agreement does not modify this Agreement. No
modification of this Agreement will be effective unless it is in
writing, is signed by each party, and expressly provides that
it amends this Agreement.
Page 4 of 6 SMIA- 100788 SunGard Public Sector Maintenance.doc
EXHIBIT 1
Customer: City of South Miami, FL
2. CONTRACT TERM: The Initial Contract Tenn of this Agreement shall be from November 1, 2010 through
October 31, 2015 ( "Initial Term ") to be paid annually per the below fees and payment dates. Thereafter, this Agreement
can be renewed for successive one (1) year terms by payment of the then - current annual Support Services Fee. Annual
increases shall not exceed five percent (5 %). SunOard Public Sector wilt invoice Customer when the Support Services Fees
are due.
Subsequent Contract Year(s) will be twelve (12) month periods thereafter.
Component 8 atom
Initial Payment
Amount Marl)
Duo 11 101/10
Year 2 Payment
Due 11101N1
Year 3 Payment
Due 111oi1t2
Year 4 Payment
Duo 11101/13
Year 6 Payment
Due 11/01114
Support
Typo
ONP8o Men40obeie0m- Nantiee- OS- GCORINV
$3.070.00
831870.00
$5,870.001
$3.870.001
63,870.00
5X11
ONFSolutan Kaam Nh F IIR
ONmoiutlon FlnanetaN Co. Module (based on 35 eon Wffent users)• Os-
FCORENV
1 3,020.00
3,020.00
3.020.00
3,020.00
3.020.00
6X11
00,001.1m G'."A isd ee- 0 &G.00
1 4.74D.001
4,740.00
4,740.M
4,740.00
4.740.00
5X71
ONFSObtiv »106 /Pra'ai <d er.OS.1Pi0G
2.160.00
2100.00
2,100.00
2,100.00
2,100.00
6X11
ONESolution ➢ud elm m=odes Aem➢ete9R POSIt10m ➢vd <ib OSBDi
2106.00
2700.00
2,100,001
2,100A01
2100.00
5X17
ONBelutin»AOO WI Pavabk e410ek Rneon <Jiation•GS -APBR
1.980.00
Use.00
T,usoxul
1.960.wl
7060.00
6X11
DNFSo1.1100 Out. Dra RDrMt OS-CDD
84001
840.001
840.001
840.001
840.00
5X71
ONESolutioa Essr laser Enmis •DS - ➢1.F
640=1
e40.001
040.001
64000
840.00
5X71
ON FSomtion pmohesin OS- PURCtI
2.380.00
2.360.00
2.380,001
2,380.00
2,360.00
bxil
01"Mbution Stores tawmarc- OSSTRINV
2.300.00
2,30D. Op
2.300=0
2.300.00
2,30000
5 -xi 1
ON6Yotmtion Arroums Removable- OS-ACCTREC
1,680.00
1,660.06
l'bug.oul
I.M.001
1.613D,001
5X71
ONWoA,tWr Paemil -OS PAlROIL
3,620=0
3620.00
3620.00
3620.00
3.820.00
5X11
ONESobncn Hunnn Resources -OS -HR
3280.00
3280.00
3.280.00
3.280.00
3.280.W
I 5X11
ONPSolation Fizd Assets- OSBXAS
1660.00
7080.00
1,600.001
1680.00
7680.00
6X17
(XiBautioncomm.0t,
ONFSobtioa COnvnunitc fore•Nacilme- OStCORENY
320.00
320.00
320.00
320.00
320.00
6X11
ONESolufwn Central Aeu" "tin - 054;ACPT
1340.00
1.340.00
1340.00
1,340,00
1340.00
5X11
ONESolutun Central Pm ay M-Cri -AND
1.760.00
1,780.00
1.766.00
1.780,00
1.760.00
5X11
ONU.Ielun Nontun - OS -BPMT
4.020,00
4.020.00
4.020.00
4,020,00
4,020.00
6)(11
ONPSebtinn Business All..;u Slav mmnt -0SBAM
2.780.06
1160.00
2,160.00
2.160.00
MOM
5XIf
ONmobdon Code co fiance -Os COMP
2020.00
2,020,00
2.020.00
2,020.00
2,020.00
5X71
Prmioes1 01avedmremd »Nasil.ine
LAN 8t4u, 7Cusroaxrinfomution svwm -C%
6108.40
6.108ACH
5.108.40
6.106.40
6,106,401
7X24
ineludes Maud L\
WA
WAI
WA
WAI
WAI
7X24
Wad; Oadl./N Oitv Mara emnt -WF
6.378.40
S.M.401
5,378A6
6378.40
6,378.40
7X24
Continuo Pm enr AOm CP rds
7X24
Fieel Mana emenb FM '
4.992.00
4.992.00
4992.00
4,991.00
4992.00
7X24
DMS•DS
1.362.40
1382.40
7382.40
_
1382.40
1,382.46
7X24
Mods(Sunitsi
800.00
800.00
800.00
800.00
800.00
7X24
GUI Licenses -Gt
11209.00
7209.80
1,209.80
1209.60
11209.60
7X24
Comonent6stem Maintenance Sub -Total
$$4,700.80
$64700.00
$64700.80
$64700.00
$64700.80
Current support for month of OOtobPr2010I romted
$3217.76
Leta Annuaf D! <oount Conceasfon
32812,56
29700.80
29700.80
29706.80
29,700.80
PAYMENTAMOUNT
$36,000.00
$36000.90
$36,000.00
$35000.00
636,0100
Page 5 of
EXHIBIT 2
Maintenance Standards
Hours During Which SunGard Public Sector's Telephone Support Will be Available to Customer in
Connection with the Provision of Maintenance: As indicated in the "Support Type" column in Exhibit 1.
7x24" means Seven (7) days per week, 24 hours per day. ''5x11" means Monday through Friday, 7:00 A.Nt.
to 6:00 P.M. Continental US Local Time excluding holidays.
II. Targeted Response Times. With respect to SunGard Public Sector's Maintenance obligations, SunGard
Public Sector will use diligent, commercially reasonable efforts to respond to Notifications from Customer
relating to the Baseline Component Systems /Custom Modifications identified in Exhibit 1 of this Agreement in
accordance with the following guidelines with the time period to be measured beginning with the first
applicable SunGard Public Sector "Telephone Support" hour (that is, based upon whether SunGard Public
Sector provides 7x24 or 5x11 Support for the Baseline Component System /Custom Modification in question)
occurring after SunGard Public Sector's receipt of the Notification:
Priority One Calls —two (2) hours or less.
Priority Two Calls - four (4) hours or less.
Priority Three Calls — twenty -four (24) hours or less.
Priority Four Calls — seventy -two (72) hours or less.
Notes: (1) For purposes of these targets, a "response" will mean as an initial contact from an SunGard
Public Sector representative to Customer to begin evaluation of the problem reported under one of the
categories of calls identified above; (2) As a prerequisite to SunGard Public Sector's obligation to respond to
Customer, Customer must follow SunGard Public Sector's then - current processes (such as the dialing of a
particular phone number, the categorization of a particular problem, etc.) when submitting its Notification.
Page 6 of '6
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