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HomeMy WebLinkAboutC2009-249 - 6/30/2009 - Approved~;~ resonant technology partners MANAGED IT SOLUTIONS Master Services and Non-Disclosure Agreement Prepared for: City of Corpus Christi June 15, 2009 2009-249 M2009-183 06/30/09 Resonant Technology Partners ~i~~:~~ This Master Services and Non-Disclosure Agreement (this "Agxeement'~, dated June 15s', 2009 ("the Effective Date', is between Resonant Technology Partners, I.1..C ("RTP'~ and Ciry of Corpus Christi, ("Client' and shall remain in effect until terminated in accordance with the terms hereof: 1. Services. RTP agrees to provide to Client certain computer consulting, programme a, and system engineering services regarding the purchase of a Xiotech Corporation Storage Area Network (SAN) system under the terms and conditions of this Agreement Spedfic services shall be detailed in one ox more written performance work statements (each, a Performance Work Statement "PWS', which shall speclfy the scope of the work to be performed, deliverables, project schedule, and rates for such services. Services shall be performed on a time and materials basis, fixed fee basis ox xecuring basis, as described in the applicable PWS. Each PWS shall become subject to and part of this Agreement when signed and delivered by both parties. This Agreement shall not preclude RTP from providing services to others which may result in the provision, creation, development or improvement of computer progruns, techniques, products, services and documentation which aze competitive to those provided m or used by Client, whether or not such materials are similar to tnateeals developed by RTP pursuant to this Agreement Each reference herein to `Phis Agreement" ox similar language to that effect shall mean a reference, collectively, to this Agreement and each PWS, as any of the same may be amended, supplemented or otherwise modiEed from time to time. 2. Time for Performance. Client understands that the nature of the services to be performed hereunder is such that the time required for performance cannot always be determvred in advance, and that all milestones and timetables regarding performance of the services are therefore only estimates. In the event RTP antiapates at any time that it will not reach one or more milestones ox complete one or more assignments within the timetable set forth on any PWS, RTP shall promptly so inform Client, submit proposed revisions to the timetable and milestones that reflect RTP's best estimate of what can realistically be achieved, and continue to work under the revised timetable and milestones until otherwise directed by Client pursuant to the terms of this Agreement 3. Payment. Client shall pay fees for services performed by RTP in accordance with the listing of fees and payments included in the applicable PWS, or, if the applicable PWS clearly states that services aze to be performed, then Client shall pay the charges set forth on the applicable PWS fox such services under the terms and conditions of this Agreement RTP shall send montlily invoices to Client for services rendered, and Client shall pay RTP within thirty (30) days of receipt of such invoice. 4. Control and Supervision. With regazd to tasks fox which RTP assumes primary project xesponsibiGry, RTP shall be responsible fox the mntrol and supervision of its personnel 5. Proprietary Rights. RTP does not convey nor does Client obtain any right in the programs, systems, data ox materials utilized or provided by RTP in the perfomtartce of this Agreement (together with, but not limited to, their source codes and related documentation and instmctions); provided, however, that Client shag have a perpetual, royalty-free, non-exclusive license to use any and all progratruniug deliverables described on the applicable PWS from and after full payment to RTP of all amounts due under such PWS with respect to such deliverables. RTP shall hold all right, title, and interest in and to all techniques, methods, systems, ideas, concepts, products and programs developed by it in connection with the perfonnazrce of the Agreement (collectively, the "RTP Service'. 6. License Grent and Use Restrictions. Subject to the terns and conditions of this Agreement RTP grants Client a limited, non-exclusive, non-substitutable, non-transferable license to use and to electronically access RTP data, only in conjunction with the applicable PWS and in accordance with this Agreement and any specific additional agreement, which RTP may require Client and/or any such end user to accept prior to granting access to specific portions of the RTP data. Client is prohibited from and shall not condone or assist any person ox entity in modifying, translating, decompiling, disassembling or reverse engineering or otherwise attempting to determine the source code Eor the operation of any RTP Service, or a~eating derivative works based on any RTP Puge 20(7 _ ~~ ~ ~Masi~ S.;~vicrs & No i Discbs, i~~ Agreement OO 2(~9 Resonant Technuloyy Paitneis, ILC. NI Ri<7his Reseivc~d. Ihis doc.imeN and ilie ii i(ormafioo cord~iined I-ierein is PKOPRILIAKY and CONHDENiIAL and may not Im duplicoled, redishihutcd, fir cfisployed 1o any of ~F rl,oi ly v8inoul the consent of I:esonaut iechnokigy Partners, LLC.. Service or any part of the RTP Service or RTP Information. For purposes of this Agreement, "reverse engineering" shall mean the examination or analysis of any RTP Service and/or RTP Information to determine its source code, sequence, stmcture, organization, internal design, algorithms, encryption devices or the like, and, "RTP Information" shall mean all data, material, text, photographs, music, video, software, sound, graphics, other information ox materials or portions thereof created by RTP at any time and from time to time, including, without limitation, all Confidential hnformaton. Right to Assign Personnel Client hereby acknowledges that RTP personnel woridng on projects under this Agreement may perform similar services from time to time for others, and that this Agreement shall not prevent RTP from performing such similar services or restrict RTP from so assigning the personnel provided to Client under this Agreement RTP will make every effort consistent with sound business practices to honor the specific requests of Client with regard to the assignment of its employees; however, RTP reserves the sole right to detenniue the assignment of its employees and personnel RTP shall not assign or reassign personnel without first consulting with Client and exploring, on a best effort basis, a way to meet Client's personnel criterion. 8. Team and Termination. Term; Voluntary Te~in~on. Upon execution and delivery by both parties of this Agxceuieni, this Agreement will become effective as of the Effective Date and shaIl have an initial term of one yeaz from such date. This Agreement may be extended for up to four (4) additional one (1) year terms by the Director of Municipal Information Systems, subject to appropriation of funds. Twn»nnnon with Cause. Either party may terminate this Agreement for cause. Fox purposes of this Agreement, "for cause" shall mean (a) failure to cure any default of this Agreement after thirty (30) days written notice. Termination Upon Insohency. Either party may terminate this Agreement by written notice to the other, and regard the other party as in default of this Agreement, if the other party becomes insolvent, makes a general assignment for the benefit of creditors, files a vo}untaty petition of bankmptry, suffers or permits the appointment of a receiver for its business ox assets, or becomes subject to any proceeding under any bankmptry or insolvenry law, whether domestic or foreign, or has wound up or liquidated its business, vohmtanly ox otherwise Payment Due. Notwithstanding the reason for or manner of termination of the Agreement, Client shaIl pay for aIl services rendered by RTP up to the effective date of temmnaton of the Agreement within thirty (30) days of such termination date. Return of Materials. Tn the event that this Agreement is terminated as provided for herein, each party shall forthwith return to the other, ox verify to dre otiree in writing as to the destmction of (rf the other party in writing insnuas that such be destroyed), all RTP Information or other property of the other party then in its possession. Termination for Non-Appropriation of Funds. All parties recognize that the continuation of any contract after the close of any fiscal year of Client (City), which fiscal year ends on July 31~~ of each year, shall be subject to appropriations and budget approval providing fox covering such contract item as an expenditure in said budget. Client (City) does not represent that the budget item will be actually adopted, said determination being within the sole discretion of the City Council at the time of adoption of such budget. If sufficient funds are not appropriated fox this Contract, then Client (City) may terminate this Agreement without cause, without penalty, and without further obligation for future payments, upon sixty days written notice to RTP. Page 3 of 7 Nastei S~roice s Y> Ncn Dixnnu•c Agreement J7(b9 Re~sonanl lechnology I'ariners, LI C. All Rights Re~eivca Inis docUn~eni anci in:• udcunatioii contuincci heein is PROI'RIFIARY and CONFlDENIIAL anG may not be dupficoic c l rodisfritrule:d, or dispir ryed to any oil sr early wilhoui fhe consei d of Resonant Technology Partners, I LC. 9. Warranty and I)iaelaimeta RTP represents and ~vana[rts that ~ Services will be performed in a professional and worlunanlike manner according to the desraiption in the applicable PWS; and (u) that RTP personnel will use their best efforts; and (rir) none of such Services ox any poet of this Agtrernent is or will be inconsistent widr any obligation to others; and (rv) all work under this Agreement and none of the Services or any development, use, production, distribution or exploitation thereof will iufiiuge, misappropriate or violate any intellectual property or other right of any person or entity. 10. Limitations of Liability. Limited Time for Action No action, trgardless of form, arising out of the services under or performance of this Agreenrart may be brought by either patty more than four years after the cause of action has aocnxed, except that an action for nonpayment may be brought within one year of the dare of last payment Force Majetue. RTP shall not be liable ro Client (or to any of Client's clients) for any delay in performance ox any failure in performance hereunder reused in whole or in part b9 trason of force majeure, Client's failure to fiwtish necessary infomration with respect to details of perfoturance on the part of Client, war (whether an actual declaration thereof is made ox not), sabotage, iusan action, riot' terrorism and other aces of civil disobedience, action of a public enemy, laws, regulations or acts of any national, state or local goveriunent (or any agenry, subdivision or instnunentafity thereoE), judicial action, acadent, fur, explosion, flood, srorm ox other ad of God. 11. Indemnification The following indemnifications and releases of liabihy will apply ro all work performed under this Agreement Ixt the event one party must bring legal action in order ro enforce an indemnification, all costs and expenses related to that legal action shall be included as part of the indemnification. RTP's Indemnification of Cfieat RTP shall release Client of any liability fox, and shall protect, defend, indenmif, and save Client, its officers, directors, agents, attorneys, employees and joint owners harmless from and against all claims, demands, and causes of action of every kind and character, without limit and without regard to the cause or causes thereof ox the negligence of any party or parties, arising in connection herewith in favor of RTP's employees (including leased employees) or RTP's contractors or their employces, or RTP's invitees, on account of breach of contract, bodily injury, death or damage to property. Notification: If a claim is asserted against one of the parties to this agreement which may give rise to a claim for indemnity against the other party hereto, the patty against whom the claim is first asserted must notify the potential indemnitox in writing and give the potential indemnitor the right ro defend or assist in the defense of the claim. Indemnity Obligation. Except as otherwise expressly limited herein, it is the intent of parties hereto that all indemnity obligations and/or liabilities assumed by such parties under terms of this Agreement be without limit and without regard to the cause or causes thereof, including preexisting conditions, strict liability, or the negligence of any party or parties, whether such negligence be sole, joint, contributory, or concurrent, active or passive, ordinary or gross. The indemnities, and releases and assumptions of liability extended by the parties hereto shall extend to the parties, their parent, holding and affiliated companies. The terms and provisions hereunder shall have no applicability to claims or causes of action asserted against RTP or Client or by reason of any agreement of indemnity with a person ox entity not a party hereto. Page 4 of 7 lsnsic Scivi<_r s & Na i DISC IOSInP Agreemanf ~i2009 Resonant Ic-::chno!~>gy Porineis, IIC. All Ri~7hts Rascaived. lhii document and the in(om-anon conkiiecd herein i5 PROPRItIARY and CONFIDGNTiAI. and n toy n<~~ t,e dcplicahad ie disif'ibufrci, or dlst;logcd to any otner potty wAP.eu~ il:e co ~senf of Resonant lcchnology Partners, Il C. 12. Non-Disclosure of Confidential Information. Non-Disclosure; Confidentiality. Each parry acknowledges that in the course of discussing and negotiating the terms of this Agreement and the parties' business relationship, and in the perfomrance of each party's obligations pursuant to this Agreement, each party may obtain Confidential Information, as defined in Section 12.3, of the other party, its affiliates or customers, which such Confidential Information both parties deem to be valuable and proprietary to the party who owns such information and makes such disclosure. Each party agrees that it shall use the same means it uses to prated its own confidential and proprietary information, but in any event not less than reasonable means to prevent the disclosure and to protect the confidentiality of the Confidential Infom~ation for a peaod of not less than two (2) years following (a) its receipt of Confidential Informaton or (b) the tenniuation of this Agreement in accordance with its terms, whichever is later. Additional Covenants. Without limiting the generality of the foregoing, (a) neither party shall make public, ox authorize any disclosure or publication of Confidential Infomration, except as expressly pemutted in writing by the other party, (b) each party shall take all reasonable and necessary steps to assure that all principals, officers, agents, employees, representatives, consults, or any other persons affiliated in any manner with such party do not disclose, or make public, or authorize any disclosure or publication of any Confidential Information, and to enforce this Agreement (c) neither party shall use the Confidential Infomration fox any purpose other than the purpose for which it is disclosed, (d) neither party shall utilize the Confidential Infom~ation in the development of operation of any business, and (e) each party shall advise the other patty in writing of any misappropriation or misuse by any person of Confidential Infomration as soon as such party becomes aware of such misappropriation or misuse. Confidential Information. The term "Confidential Infom~adon" means and includes information, materials or data derived from or relating to all business transactions (including mergers & acquisitions), designs, products, parts, desdiptions, development plans, products, costs, finances, marketing plans, equipment configurations, data (including testing and technical data), access ox security codes or procedures utilized or acquired, business opportunities, Gnuicial infomration, reports, plans, proposals, pricing and sales information, vendor lists, personnel information, names of customers, research, and development, proprietary software, source codes, the terms, conditions and existence of this Agreement, any infomration designated as confidential in writing or identified as confidential at the time of disclosure if such disclosure is verbal or visual, and any copies of the prior categories or excerpts included in other materials created by the recipient party. Without limiting the generality of the foregoing, Confidential Information includes information in both oral and written form, or contained in any other type of storage medium, information relating to the both parties' employees, consulting, development, software services or marketing plans. Confidential Infomration shall also include infom~ation which, though not specifically disclosed by one party to the receiving party, is made available to the redpient through the redpient's inspection or review of the other party's facilities, services or products. Page 5 0(7 Muster Services & Non -0iscl-~s~,re n~i cement ©2009 Resonant Technology Partners. LLC. All Righfs Reserved- ibis document anti tl;e info*ma~ion confoined herein is Pf20PRIPfARY and CONFIDENTIAL and may not he dupncute<i, iedistribuled, a displayed to any other txu ly w;ti~oul fhe consent of Resonant Technology Pai~ners, I LC. Non-App6cabifity. Sections 12.1 and 12.2 shall not apply to Confidential Infom~ation which is (a) generally available to the public or becomes generally available to the public through no unauthorized act of the recipient party (b) rightfully received Erom a third party (other than an affiliate or customer of the party owning the Confidential Information) without an obligation of confidentiality, (c) disclosed without similar restrictions by the owner of the Confidential Information to a third party (other than an affiliate or customer of the party owning the Confidential Information), (d) approved by the party owning the Confidential Information, in writing, for disclosure, or (e) required to be disclosed pursuant to a requirement of a governmental agenry or law, including but not limited to all Public Meetings and Public Infomration haws of the State of Texas, and so long as the recipient party provides the other party with timely prior written notice of such requirement 13. Miscellaneous. Notices. All notices, requests, demands, and other commutvcations herrvurder shall be in writing and, unless otherwise provided herein, shall be deemed to have been duly given upon hand delivery ar upon deposit in the United States Mail, postage prepaid, certified or registered mail, return receipt requested, at the addresses set forth above, or at such other address as shall have been famished to the other in writing in accordance herewith, except that such notice of such clrauge shall be effective only upon receipt Independent Contractor. Under this Agreeutent, RTP shall be an independent contractor. This Agreement shall not be constmed as creating a partnership, joint venture, agenry or employment relationship, or as granting a fianchise under federal or state law. In the event that the Internal Revenue Service asserts that this Agteanent creates a patmetship for federal income tax purposes, RTP and Client agree to elect out of subchapter K and treat all income and expenses incurred by each party as such party's income and expenses. Amendmenm and Waiver This Agreement may be amended or modified by, and only by, a written instrument executed by all the parties hereto. The temrs of this Agreement may be waived by, and only by, a written instrument executed by the party against whom such waiver is sought [o be enforced. Section and Odtet Headings. The section and other headings contained in this Agreement are fox convenience of reference only and shall not in any way affect the meaning or interpretation of this Agreement Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument Assignments and Patties in Interest This Agreement shall inure m the benefit of and be binding upon the parties hereto and their respective successors and assigns. Neither patty may assign this agreement without prior written consent of the other party, which shall not be unreasonably withheld. No Implied Rights or Remedies. Except as otherwise expressly provided herein, nothing herein expressed ar implied is intended ar shall be construed to confer upon or to give any person, flan, ar corporation, other than the patties hereto and their respective successors and assigns, any rights ar remedies under or by reason of this Agreement Entire Agreement This Agrcement, and Texas Depatlment of Information Resources Contract #DIRSDD-252, embodies the entire agreement and understanding between the parries hereto relating to the subject matter hereof and supersedes any prior agteeruents and understandings relating to the subject matter hereof. Applicable Law. This Agreement has been accepted and made performable in Nueces County, Texas. This Agreement and the rights and obligations of the parties hereto shall be constmed under and governed by the laws of the State of Texas, without giving effect to prindples of con9ict of laws. Exclusive venue for resolution of any dispute between the parties related to the subject matter hereof shall be in Nueces County, Texas. __ Page b of 7 Muztei Sawn c.i ~ iJOn Disc to ui ~ Agee.^.mOnt ©7~9 Resonant lechnolo~ty f'a!tru,is, IIC. All Ridhh f~~sc~k ve(i. this do~uirFnl anti ~ii~ info~rnah~~i rontaired heroin is PRCPRICTAhY and CONRDENiInI and may nit br dupllcate~i icdisliib,i k.d, <,r dlsplc~yed to any o~h~ pertly wtlr~~u' ire co ~senf of I?esoi is d Iechr~ulogy f aih~es. LLC. IN WI'T'NESS WI IF.REOF, the (ruYies hereto hereby vruru~t that they have the requisite authority to execute this Agreement, and have executed this Agreement, as of the Effective Date of June 15~", 2009. Technology Partners, LLC Stephen M. Mark CRy of Corpus ChrlsH l // ~ (Signatures !~ Angel R. tscotwr P.E., City Mana er Approved as to form: b -~'~` a ~,,,ii'` Lisa Agui a Assistant CI Attorney For City Attorney ("~O2Q.~, ~~ AUTHORIl.EEic SY C-0UNCIL..L~~ ~~ SfCRfT Y ~~ Rini, __ I ~.1 '~" 'i ' ~-~~~` - ,.~--*»r ARMANDO CHAPA -~' CITY SECRETAR" Page 7 of 7 Mastci Seiviccs & Non-Dkcloaire Agreement 0~7IX19 Resonant lecf~nology Pahnea, LLC. nll Rights Kesarved. ibis do:.~irnenl and ~he~ information contained herein is PROPRIf iARY and CON~ID[NIIAL Ond may not Ix: dup!icafed, redisliiboled, or disk~layed to any other party vaitl pouf the cereont ai ReiOnanf lechno cyy Pcitneis, I_LC. W VI N Z ~ U O C`~ ~_Z IO J Q. O ~ O ~ ~ ~ Z C < A, V L Z W V G Q1 L~ ~ L.~ LL ~~ 1 V N If U W o . N N ? G r ^ ~ ~~ W 5 LG ~ ~ ~ v U ~ O Z •~ ~ G x w v ~ ~ a ;~ o U a Q U o o :4 i p k ~ ~ o ` c // 5 v L rn c 4 ~ c a -ri' m c J y w G ^ X :y O V r: j If. 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