HomeMy Public PortalAbout11-20-2001LII• •
This Agenda contains a brief general descr-ption of each item to be considered Copies of the
Staff reports or other written documentation relating to each item of business referred to on fhe
Agenda are on file in the Office of the City C/erk and are available for public inspection A
person who has a question concerning any of the agenda items may call the City Manager at
(310) 603-0220, ext. 200 ~
Pr`ocedures for Addressing the Council
;
IN ORDER TO EXPEDITE CITY COUNCIL BUSINESS, WE ASK THAT ALL PERSONS
WISHING TO ADDRESS THE COUNCIL FILL OUT A FORM PROVIDED AT THE DOOR,
AND TO TURN IT IN TO THE CITY CLERK PRIOR TO THE START OF THE MEETING
FAILURE TO FILL OUT SUCH A FORM WILL PROHIBIT YOU FROM ADDRESSING THE
COUNCIL IN THE ABSENCE!OF THE UNANIMOUS CONSENT OF THE COUNCIL.
;:_
AGENDA ITEMS ON FILE FOR CONSIDERATIO ~ ~
AT THE REGULAR MEETING OF ~~~ ~ V E D
THE LYNWOOD INFORMATION INC CITY OF LYNWOOV
TO BE HELD ON NOVEMBER 20, ZOO'I C~YY C~ FRKS (~FrICE
6 00 P M ~10U ~ 5~nr~
! COUNCIL CHAMBER p~
11330 BULLIS ROAD, LYNWOOD, CA 90262 A~
~ 7~~~~~i~pii61~~1~~~3~~~5~6
PAUL H RICHARDS, II
CHAIRMAN
RICARDO SANCHEZ
VICE-CHAIRMAN
ARTURO REYES
DIRECTOR
,
CITY MANAGER ;
RALPH W DAVIS, III :,
SECRETARY
ANDREA L. HOOPER
~OPENING CEREMONIES
~
1 CALL TO ORDER
;
2 ROLL CALL OF~DIRECTORS
Louis Byrd
Armandoi Rea
Arturo Reyes
Ricardo Sanchez
Paul Richards
TREASURER
IRIS PYGATT
3 CERTIfICATION OF AGENDA POSTING BY SECRETARY
r
PUBLIC ORAL COMMUNICATIONS
(Regarding Agenda Items Only)
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PUBLIC ORAL COMMUNICATIONS
IF AN ITEM IS NqT ON THE AGENDA, THERE SHOULD BE NO
SUBSTANTIAL DISCUSSION OF THE ISSUE BY THE COUNCIL, BUT IT IS
ALL RIGHT FOR COUNCIL TO REFER THE MATTER TO THE STAFF OR
SCHEDULE SUBSTANTIVE DISCUSSION FOR A FUTURE MEETING
(The Ralph M Brown Act, Government Code Section 54950-54962, Part IIl,
Paragraph 5 )
P~.,~-~.~~-- ~~~~
~~~..~~\~-ic::
:~.
`0 ~,.
LOUIS BYRD
DIRECTOR
ARMANDO REA
DIRECTOR
CITY ATTORNEY
SHAN THEVER & ASSOCIATES
i r
4 MINUTES OF PREVIOUS MEETING
Special Meeting, November 1, 2001
Regular Meeting, November 6, 2001
Special Meeting, November 12, 2001
CONSENT CALENDAR
5 ELECTRONIC GOVERNMENT APPLICATION - SERVICE REQUESTS
Comments
At a recent technology workshop, members of this body along with staff
had the opportunity to receive a presentation from Gov Partner regarding
Electronic Government and various Electronic Government Applications
offered by this agency
The Service Request system, Request Partner, is a software application
that allows access for employees and residents via the Internet. Request
Partner would enhance the efficiency of the current Service Request
process The new software application will in no way alter the current
process for residents who currently phone in or walk in there concerns, it
would simply provide an additional method of reporting their concerns
On September 18`h 2001, this body directed staff to negotiate an
agreement for the Request Partner System
Recommendation
Staff respectfully requests that the Chairman and Members of the
Lynwood Information Incorporated to receive and file this item
6 WARRANT REGISTERS
Comments
~
City of Lynwood warrant register dated November 20, 2001 for FY 2001-
2002
Recommendation
Staff recommends for the Lynwood Information Inc members to approve
the. warrant register
ADJOURNMENT
MOTION TO ADJOURN TO A REGULAR MEETING TO BE HELD ON
DECEIVIBER 4, 2001 AT 6 00 P M IN COUNCIL CHAMBER ROOM, CITY
HALL, CITY OF LYNWOOD, CAUFORNIA.
2
• •
LYNWOOD INFORMATION, INC
SPECIAL MEETING
NOVEMBER 1, 2001
The Information, Inc of the City of Lynwood met in a Special Meeting at 11330
Bullis Road on the above date at 9 55 a m
Chairman Richards presiding
Directors Byrd, Rea, Reyes, Sanchez and Richards answered the joint roll call for
all agencies
Also present were City Manager Davis, City Attorney Thever, Secretary Hooper,
and Treasurer Pygatt.
Secretary Hooper announced that the agenda had been posted in accordance
with the Brown Act.
PUBLIC ORAL COMMUNICATIONS
(Regarding Agenda Items Only)
NONE
PUBLIC ORALS COMMUNICATIONS
NONE
Item #4 CITY OF LYNWOOD COMMUNITY CALENDAR FOR 2002
It was moved by Director Byrd, seconded by Vice Chairman Sanchez to continue
with the process of the 2002 Community Calendar
ROLL CALL.
AYES DIRECTOR BYRD, REYES, SANCHEZ, RICHARDS
NOES NONE
ABSENT DIRECTOR REA
ADJOURNMENT
Having no further discussion, it was moved by Director Reyes, seconded by
Director Byrd and carried to adjourn the meeting at 12 05 p m
Paul H Richards, II, Mayor
Andrea L Hooper, City Clerk
• •
LYNWOOD INFORMATION, INC
REGULAR MEETING
NOVEMBER 6, 2001
The Information, Inc of the City of Lynwood met in a Regular Meeting at 11330
Bullis Road on the above date at 7 45 p m
Chairman Richards presiding
Directors Byrd, Rea, Reyes, Sanchez and Richards answered the joint roll call for
all agencies
Also present were City Manager Davis, City Attorney Thever, Secretary Hooper,
and Treasurer Pygatt.
Secretary Hooper announced that the agenda had been posted in accordance °~
with the Brown Act.
PUBLIC ORAL COMMUNICATIONS
(Regarding Agenda Items Only)
NONE
PUBLIC ORALS COMMUNICATIONS
NONE
Item #4 MINUTES OF PREVIOUS MEETINGS
It was moved by Director Byrd, seconded by Director Reyes and carried to
approve the following minutes
• Special Meeting - September 24, 2001
• Regular Meeting - October 2, 2001 _
• Special Meeting - October 5, 2001
• Special Meeting - October 8, 2001
• Special Meeting - October 15, 2001
• Regular Meeting - October 16, 2001
• Special Meeting - October 23, 2001
• Special Meeting - October 26, 2001
PUBLIC HEARINGS
~Ifem #5 FY 2001-2002 ANNUAL OPERATING BUDGET
It was moved by Councilman Byrd, seconded by Councilman Reyes and carried
to open Public Hearing
Hearing no further discussion it was moved by Councilman Byrd, seconded by
Councilman Reyes and carried to close Public Hearing
It was then moved by Director Reyes, seconded by Director Byrd to adopt
Resolution
RESOLUTION NO 2001 024 ENTITLED
A RESOLUTION OF THE LYNWOOD INFORMATION, INC OF THE CITY OF
LYNWOOD ADOPTING THE ANNUAL OPERATING BUDGET FOR FISCAL
YEAR 2001-2002
•
CONSENT CALENDAR
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It was moved by Director Reyes, seconded by Director Byrd and to receive and
file and adopt Resolution
Item #6 LOCAL GOVERNMENT REVENUES IN RELATION TO STATE
BUDGET
Receive and file this information
Item #7 WARRANT REGISTER
RESOLUTION NO 2001 025 ENTITLED
A RESOLUTION OF THE LYNWOOD INFORMATION INC, LYNWOOD,
CALIFORNIA ALLOWING AND APPROVING THE DEMANDS AND
ORDERING WARRANTS THEREFORE
ROLL CALL
AYES DIRECTOR BYRD, REA, REYES, SANCHEZ, RICHARDS
NOES NONE
ABSTAIN NONE '
ADJOURNMENT
Having no further discussion, it was moved by Director Byrd, seconded by
Councilman Reyes and carried to adjourn the meeting at 7 50 p m
Paul H Richards, II, Mayor
Andrea L. Hooper, City Clerk
~ ~
LYNWOOD INFORMATION, INC
SPECIAL MEETING
NOVEMBER 12, 2001
The Information, Inc of the City of Lynwood met in a Special Meeting at 11330
Bullis Road on the above date at 9 20 a m
Chairman Richards presiding
Directors Byrd, Rea, Reyes, and Richards answered the ~oint roll call for all
agencies
Vice Chairman Sanchez was absent.
Also present were City Manager Davis, City Attorney Thever, Secretary Hooper,
and Treasurer Pygatt.
Secretary Hooper announced that the agenda had been posted in accordance
with the Brown Act.
PUBLIC ORAL COMMUNICATIONS
(Regarding Agenda Items Only)
NONE
Vice Chairman Sanchez arrived at 9 25 a m
PUBLIC ORALS COMMUNICATIONS
Item #4 ELECTRONIC RECORDS MANAGEMENT SYSTEM
It was moved by Director Reyes, seconded by Director Byrd and carried to
receive and file this item
Vice Chairman Sanchez left at 11 20 a m
ADJOURNMENT
Having no further discussion, it was moved by Director Reyes, seconded by
Director Byrd and carried to adjourn the meeting at 11 35 a m
Paul H R.ichards, II, Mayor
Andrea L. Hooper, City Clerk
•
MEMORANDUM
DATE. November 20, 2001
~
TO HONORABLE CHAIRMAN AND DIRECTORS OF LYMWOOD
INFORMATION INCORPORATED
FROM Ralph W Davis, III, City Manager
BY Autra C Adams, Project Manager
SUB)ECT Electronic Government Application - Service Requests
PURPOSE.
To have the Chairman and Members of the Lynwood Information Incorporated
receive and file this item
BACKGROUND•
At a recent technology workshop, members of this body along with staff had the
opportunity to receive a presentation from Gov Partner regarding Electronic
Government and various Electronic Government Applications offered by this
agency including their Service Request system Request Partner
On September 18~h, this body directed staff to negotiate an agreement for the
Request Partner system
ANALYSIS.
The Service Request system, Request Partner, is a software application that
allows access for employees and residents via the Internet Request Partner
would enhance the efficiency of the current Service Request process The new
software application will in no way alter the current process for residents who
currently phone in or walk in there concerns, it would simply provide an
additional method of reporting their concerns
~
Members of the Lynwood Community would benefit by the new application
because it would allow for requests for services and information or reporting of
problems to take place 24 hours a day 7 days a week as opposed to the current
system when this can only take place during office hours In addition, users of
the Request Partner system will have the abitity to go back into the system at a
later date and check the status of their particular issue
Other benefits of Request Partner include the ability to generate comprehensive,
routine or customized reports, which can be used in both the planning and
budgeting process
Promotions ~
The City of Lynwood's residents and business community will be made aware of
the new system via various promotional methods Proposed methods include
press releases, utilization of monthly newsletter, and via the Lynwood Chamber
of Commerce
Fiscal Impact
Staff has negotiated a two-year agreement with Gov Partner for the Request
Partner system The cost for this system is a$6,500 set up fee and a$750
monthly fee The fee for the cost of the system has been identified in various
City of Lynwood accounts
•
•
In addition, to purchasing the system, minor changes in configuration witl be
made to the City of Lynwood website where the system will actually be accessed
Staff has identified funding in the Lynwood Information Inc budget that can
assist in paying for costs associated with updating the website and the cost of
promotions
Staff is anticipating that the Request Partner system will be online in January of
2002
RECOMMENDATION
Staff respectfully requests that the Chairman and Members of the Lynwood
Information Incorporated receive and file this item
ATTACH M ENT
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Master Agreement Terms and Conditions
Master Agreement No ~_
This Master Agreement Terms and Conditions (the "AgreemenY') is made and entered into this
and between GovPartner.com, a Nevada corporation having its principal place of business at 11590 W Ber
Diego, California 92127-1624 ("GOVPARTNER") and City of Lynwood (the "CUSTOMER") with an ad aY of , 2001 by
Road, Lynwood, CA 90262. nardo Court, San
dress of 11330 Bullis
This Agreement includes the following Terms and Conditions, as well as those agreements set forth bel
by CUSTOMER, all Exhibits to the Agreement, and all future agreements referencing this Agreement w'
and CUSTOMER may execute from time to time for the license, support & maintenance, services, and ho t Wh~ch are initialed
licensed under this Agreement which is more fully described on Exhibit A, attached hereto and incor hich GOVPARTNER
reference (collectively "Products") - ng of the Software
porated herein by this
Aqre~ments
Form No.
Professional Services Agreement CUSTOMER's Initials
0001.001
Software License Agreement
0001.002
Application Hosting Agreement
0001.003
This Agreement constitutes the entire agreement between the parties on the subject matter hereof an
contemporaneous agreements negotiations, representations and proposals, written or oral between G
CUSTOMER. This Agreement is not an acceptance of any conflicting terms and conditions and will y d supersedes all prior or
CUSTOMER's terms and conditions Only a writing executed by authorized representatives of the a OVPARTNER and
an amendment to this.Agreement may modify supplement, or change this Agreement. p evail over any conflicting
BY EXECUTING THIS AGREEMENT, CUSTOMER ACKNOWLEDGES THAT p rt~es and referenced as
CONDITIONS ON THE REVERSE SIDE AND FOLLOWING PAGES IN ADDITION TO ANY AGREEM
WHICH ARE INITIALED BY CUSTOMER AND AGREES TO BE LEGALLY BOUND IBY THEM EVIEWED THE TERMS AND
CUSTOMER, BY ITS SIGNATURE, ACKNOWLEDGES THAT THIS AGREEME ENTS LISTED ABOVE
LIABILITY qND CERTAIN WqRRqNTY DISCLAIMERS.
NT CONTAINS CERTAIN LIMITATIONS OF
GOVPARTNER.COM
By ~ O N ~-t . Ro D R 1 GUE~ Z
~~ ~TYpe~r print name)
CITY OF LYNWOOD
By
~
~TYpe or prin~
(Signature)
Title ~r~sidt.~,-f- ~
Date t l t$ o[
Title
Date
(Signature)
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Form No. 0001.007
192. LVnwoodM~st?rA nroo..~,,...
GOVPARTNER
• •
General Terms and Conditions
1 Payment Terms. GOVPARTNER will invoice
CUSTOMER on a one-time or periodic basis for all
license fe
i 3. Warranties and Representations
E
h
es, ma
ntenance and support charges and
service fees and hosting fees for the Software (herein .
ac
party
warrants and represents that they are authorized,
em
"Fees"). The lead time for processing invoices f powered and able to enter into and fuliy perform its
or
inciusion on the warrant list of the CUSTOMER is obiigations under this Agreement. Each party
governed by the rules and regulations established by warrants and represents that neither the pertormance
of this Agreement n
CUSTOMER s Finance and Administration
Department. Payments will be processed and paid in or any materials supplied rn
connection herewith (i) violate or breach. any contact
or a
accordance with the rules, regulations and schedules
t
l greement to which either party is bound; or (ii)
infringe any copyright
trade s
t
es
ab
ished or revised by the said Finance
Department. All
a
mant ,
ecre
, U.S. patent, or to
either party's knowledge, any non-U.S patent or an
p
y
s made under this
Agreement shall be paid in United St y
other intellectual property of any third party
ates doliars.
2. Propriefary Rights and Confidential Information.
A. Certain inforrriation and materials supplied by 4 Indemnification
GOVPARTNER with the Products such as,
without limitation, the Services Deliverables A. Each party hereto shalf indemnify and save
manuals, diagrams, drawings, plans, flowcharts harmless the other party and its respective
,
software, technical processes and formulae
Partners, affiliates, subsidiacies, agents, directors
,
~source codes product designs, sales costs and ,
officers and emptoyees from and against all third
other unpublished financial information, product pa~Y claims, causes of actions, actions
and business plans, usage cates re~ationships damages, losses judgements costs arid
projects and data are GOVPARTNER expenses sustained, sufferred paid or incurred
confidential or proprietary- trade secrets and bY the indemnified party caused by any act or
GOVPARTNER furnishes them solely to assist ommission by the indemnifying party which
CUSTOMER in the installation operation and constitutes a breach or an alleged breacfi 6y the
use of the Products (the "Confidential ~~demifying party of any of its agreements
Information") CUSTOMER must not reproduce ,
covenants, representations or warranties herein
'
,
copy or disclose such information except as is
reasonable and necessary to properly use the B GOVPARTNER will defend any action, suit or
Products. Nothing herein shall restrict Proceeding brought against CUSTOMER if based
CUSTOMER from com I m with its obli ations
p Y 9 g on a claim that the Products delivered hereunder
under the Public Records Act or as otherwise infrin es an United States atent or co
g y P pyright of
required by law, but CUSTOMER shall ive any third party ("Intelfectual Property') provided
GOVPARTNER five days prior notice before said that CUSTOMER promptly notifies
release of GOVPARTNER comnfidential
information GOVPARTNER of the action and gives
GOVPARTNER full authorit
i
f
. y,
n
ormation and
assistance for the action's defense
B CUSTOMER acknowledges and agrees that GOVPARTNER wilF pay all damages and costs
GOVPARTNER shaU suffer irreparable irtjury not awarded therein against CUSTOMER, but shall
~ compensable by money damages and therefore shall not be responsible for any compromise made
not have an adequate remedy at law in the event of without its consent. GOVPARTNER may, at any
an unauthorized use of any of GOVPARTNER's time it is concerned over the possibility of such
proprietary rights or an unauthorized use or disclosure
of any of GOVPARTNER's Co
f
d an infcingement, at ifs option and expense,
repface or modif
th
n
i
ential Information in
breach of the provisions of this Agreement y
e Products so that
~nfringement will not exist, or remove the
.
Accordingly, GOVPARTNER shall be entided to Products involved and refund to CUSTOMER the
injunctive relief to prevent or curtail any such breach price as depreciated by an equal annual amount
,
provided that GOVPARTNER notifies CUSTOMER in overfive (5) years
writing within a reasorible time after GOVPARTNER's
discovery of the alleged unauthorized use or
disclosure by CUSTOMER C GOVPARTNER shall have no liability to
CUSTOMER if a
, Such notice shall set
forth in reasonable detail all defineble facts~relating to ny Intellectual Property
infringement or claim thereof is based upon the
any aAeged unauthorized use or disclosure The
foregoing shall be in addition and
ith use of the Products in connection or in
combination with equi
ment
d
w
out prejudice to
such rights that GOVPARTNER may have at law or i p
,
evices, or software
not supplied by GOVPARTNER or used in
n
equiry However, if GOVPARTNER causes an
injunction against CUSTOMER wh
i a
manner not expressly authorized by this
Agreement or in a manner for whi
h th
P
ere
t is later
determined that there was no reasonable basis for c
e
roducts
were not designed, or if the claim of infringement
such injunction, CUSTOMER.shall be entitled to seek Would have been avoided but for CUSTOMER's
damages, if any, suffered as a result of the injunction. use of software other than the tatest, unmodified
x
2
Form No. 0007.001
_ 192. Lynwood MasterAoreement
•
.
release of Software made available periodicaliy
to CUSTOMER by GOVPARTNER 10. Choice of Law The laws of the State of California
.
D Each party shall indemnify and hold th
th will govern the construction and operation of this
Agreement without regard to the conflict of la
e o
er
harmiess from any loss, cost or expense suffered ws
Provisions thereof
or incurred in connection with any claim, suit or
proceeding brought against it so far
it i 11 Severability The invalidity of any provision of this
as
s based
on a claim that the use, sale or licensing of any
P
d Agreement will not affect the validity and binding
effect of any other
ro
i
i
ro
ucts delivered hereunder and modified or p
v
s
on
altered or combined with any products device, or
software not supplied by the indemnified part 12. Notice. Notices hereunder must be sent to the
add
y
hereunder constitutes an infringement because of
such
dif resses on the face of this Agreement, or to such
other addresses as specified b
a
ti
mo
ication, alteration or combination. y
no
ce complying
with this provision. Notice is effective on the earlier of
actual receipt or five days after deposit in the mail
.
Notices in the form of a fax or email are acceptable if
5. Taxes. CUSTOMER shall pay all taxes levies and
i followed up by a mailed confirmation Notices to
GOVPARTNER must be sent to th
tt
s
milar governmental charges, however designated,
and all liabilities with res
ect th
t e a
ention of Jon
A. Rodriguez. Notices to CUSTOMER must be sent
p
ere
o which may be
imposed by any jurisdiction, including, without to the attention of Assistant City Manager
limitation, customs, privilege, excise, sales, use
value-added and property taxes levied or based on 13. Disputes Any dispute regarding this Agreement
shall be resolved by the alternate di
gross revenue or operation of this Agreement,
(including "tnternet taxes" if any) exce
t th spute resolution
process stated in this Section 14 First, the Manager
of CUSTO
p
ose taxes
based upon GOVPARTNER's gross income or other MER and the President of GOVPARTNER
shall meet to resolve the dis
ute
If th
taxes customarily paid by a similarly situated service
provider p
.
at meeting does
not resolve the dispute, the parties will refer the
6. Export. CUSTOMER a
r dispute to mediation with a mediator mutually
nt
d
r
t
'
t
t
g
ees that the Products
purchased hereunder will not be exported directl
or upo
a
ediat
l the
partes
wilareq e
stbhe
Judical
Arbitration
d
y
indirectly, separately or as part of any system, without
first obtaining a license from the U
S D an
Mediation Service in San Diego
California select the mediator If inediation does not
.
epartment of
Commerce or any other appropriate a
resolve the dispute, the parties agree to submit the
di
gency of the
U S Government, as required spute to binding arbitration with an arbitrator
. mutually selected by them. If the parties are not able
7 Assignment. Neither CUSTOMER nor
GOVPARTNER dispute forpa btatonlttotthetJ
di
i
l
f
r
sha~l assign, voluntarily or by
operation of law any of its rights or obligations in thi u
c
al Arbit
rato
n
and
Mediation Seroice in San Diego California, which
s
Agreement except with the other party's prior written shall select the arbitrator Each party will bear its own
consent, other than in connection with the sale or
other transfer of all or a substantial
rti costs of inediation and arbitration, except that the
mediator's and arbitrator's fees shall be paid equall
po
on of such
party's business or assets. This Agreement will be y
by each party
binding on and inure to the benefit of the parties
hereto and their respective successors and permitted
assigns.
8 Waiver The parties rights and remedies are
separate and cumulative Neither parties waiver or
failure to exercise in any respect any right or remedy
provided in this Agreement is a waiver of any future
right or remedy hereunder
9 Force Majeure. If the performance of this Agreement
or any obligations hereunder is prevented, restricted
or interfered with by reason of fire or other casualty or
accident, strikes or labor disputes, war or other
violence, any law order, proclamation regulation,
ordinance demand or requirement of any government
agency or other similar act or condition beyond the
reasonable control of the parties hereto, the party so
affected upon giving prompt notice to the other party
will be excused from such performance during such
prevention restriction or interference
~
Form No. 0001.001
192. Lynwood MasterAgreement.
• •
EXHIBIT A
Fees for Software Licenses, Software Maintenance and Support, Professional Services, and Application Hosting
Check box to indicate sofiware-licensed in addition to support & maintenance and services requested, if applicable:
Professional Services Fee
$ 6,500 - fixed fee
Application Hostinq Aqreement:
[ ] RequestPartner
$750 per month - periodic fee
AT THE END OF THE INITIAL TWO YEAR TERM, CUSTOMER SHALL HAVE THE OPTION TO EXTEND
THE TERM OF THE SERVICES COVERED BY THE APPLICATION HOSTING AGREEMENT FOR AN
ADDITIONAL ONE OR TWO YEARS AT CUSTOMER'S DISCRETION, AT A MONTHLY FEE THAT IS NO
MORE THAN 12.5% GREATER THAN THE MONTHLY FEE INDICATED IN THIS SECTION OPTION TO
BE EXERCISED IN WRITING, 60 DAYS PRIOR TO EXPIRATION OF INTIAL TERM
4
Form No. 0001.001
192: Lynwood Ma sterAgreement.
•
~J
G~VPARTNER
Professional Services
reement
Master Agreernent No.
This Professional Services Agreement (the "Professional Services AgreemenY') by and between GovPartner.com, a Nevada
corporation having its principal place of business at 11590 W Bernardo Court, San Diego, California 92127-1624
("GOVPARTNER") and City of Lynwood with an address of 11330 Bullis Road, Lynwood CA 90262 (the °CUSTOMER") is an
addendum to the Master Agreemenf Terms and Conditions between GOVPARTNER and GUSTOMER dated this day of
, 2001 (the "Master AgreemenY') and shall govern the provision of Services provided by GOVPARTNER hereunder
Capitalized terms not otherwise defined herein shail have the same meaning as defined elsewhere in the Master Agreement.
CUSTOMER AGREES TO INTIAL HERE AND fN THE APPROPRIATE SPACE ON THE FACE OF THE MASTER
AGREEMENT TO INDICATE ITS INTENTION TO HAVE THIS PROFESSIONAL SERVICES AGREEMENT APPLY
CUSTOMER AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH ARE INCORPORATED IN
;4ND MADE PART OF THE MASTER AGREEMENT
CUSTOMER's lnifials
1 Services
A. The professional consulting services and
defiverables to be perFormed or delivered~ by
GOVPARTNER under this Professional
Services Agreement may include, but are not
limited to consulting, network engineering,
systems integration, .hardware instaAation,
special studies, installation evaluations,
custom modification, ,tools/utilities
components, programming and
documentation data conversion, application
design and development, systems analysis
and design conversions, off-site support
services (i.e., telephonic) impiementing
planning and implementation of the Software
pursuant to CUSTOMER's Work Order
(collectively referred to as the "Services")
ON-site support is available to resolve
problems rendering software application
inoperable and to perform upgrades where
off-site support fails to remedy the problem.
B During the term of this Professional Services
Agreement, the CUSTOMER may submit
orders to GOVPARTNER. Upon acceptance
by GOVPARTNER, each order shall become
part of and be subject to the terms and
conditions of this Professional Services
Agreement. GOVPARTNER shall not
withhold acceptance unreasonably and shali
be reasonably available to satisfy such
order.
agree to and attach a work order ("WO") with
written estimate of the tasks, deliverabies,
acceptance of deliverables, and schedule for
performance for providing the requested
Services. It is understood that the WO may
be amended by mutual written agreement. If
there is any conflict of terms between this
Professiona! Services Agreement and the
WO, then the Professional Services
Agreement shall control
D~Hours of Service Services will be provided
during the hours of 8:00 a.m. to 5~00 p.m.
Monday through Friday excluding holidays or
such holidays as observed localiy by
GOVPARTNER. CUSTOMER may request
in writing extended hours beyond the norma!
hours of service at the prevailing surcharge
rates of $175 00 per hour for Senior
Consultant services and $150 00 per hour
for Senior Software Engineer services.
E. CUSTOMER shalf fumish GOVPARTNER,
at CUSTOMER's expense, all technical data
and information as is reasonably required by
GOVPARTNER to furnish the Services in the
WO CUSTOMER shall, upon request,
grant GOVPARTNER access to the System
during norrnal business hours, or any othec
mutually agreeable time and, upon
reasonable advance notice, so configured as
may be required for the adequate delivery of
the Services.
C For each order
GOVPARTNER issued and
the parties accepted by
shall
t
ll F GOVPARTNER toois/utilities components
, mu
ua
y and custom modifications
(hereinafter
Form No. 0001 001
Lynwoo d Pro fess i on a IS e rv
~ ~
"Components") developed by default under any agreement with
GOVAARTNER to enhance the functiortality CUSTOMER, CUSTOMER shall pay all
of.. GOVPARTNER Software for the i
applicable CUSTOMER solution ma be costs involved in collecting its overdue
Y accounts including reasonable attorneys'
described and the associated fees therefor fees
may be set forth in the appiicabie WO The
rights to use these Components are granted C All charges and rates are exclusive of all
in accordance with Section 7 hereunder In sales, use and like taxes. Such 'taxes are
addition, continuing support for the specified the responsibility of the CUSTOMER and wil!
Components may be ordered under
GOVPARTNER's Software Maintenance and be billed to the CUSTOMER as a separate
Support Agreement. line item on each invoice. `
G GOVPARTNER shall use best efforts to 4 Change Orders
perform the Services to be provided
hereunder Each party shalF be bound by the q, in the event thaY either party desires tb
terms of the Force Majeure provision of the change the scope of the Services for any
Master Agreement. ,,. reason whicf~ is not within the seope of the
WO, such party (referred to for convenience
2. Term as the "requesting party") shall submit to the
other party (referred to for convenience a
This Professional Services Agreement shall s
tf~e receiving party") a request for a change
commence effective on the date of acce tance
p to the scope of the Services (a "Change
Orde~") E
h
by GOVPARTNER for a period of two
e
rs At ac
Change Order shall set forth
y
a
the end. of the initial two year term
CUSTOMER in reasonable detail the nature of the change
,
shall have the option of extending the term of this ~n the Services being requested, the
agreement, free of charge for the period of time recommended increase in personnel or other
reasonably required by CUSTOMER i~ resources, if any, and any impact of the
Chan
e Orde
ill
connection with CUSTOM~R s a lication
PP
hosting needs as described in the Application g
r w
have on the WO
schedule, once the Change Order is
Hosting Agreement. Completion of any ordered im lemented. The receivin
p g party will use
Services or the absence of orders for additional commercially reasonable efforts to review
Services shaU not terminate this Professional and respond to the Change Order within ten
Services Agreement, it being the intent of the (10) business days after receipt of the
Chan
e O
d
parties to keep this Professional Services g
r
er The receiving party may
Agreement in effect in the event of future orders approve, propose modifications to or
for Services unless otherwise notified b either
y disapprove of the requested Change Order
party in writing Nether party shall unreasonably disapprove
a Change Order presented by the other If
3. Charges the receiving party disapproves of the
requested Change Order the receiving pacty
A. The CUSTOMER agrees to pay for all shali provide to the requesting party in
writing within the ten (10) day res
ons
requested Services delivered by
GOVPARTNER at the rate of $175 00 p
e
period, the reasons for denying the
re
per
hour for Senior Consultant services and quested Change Order In the event the
parties faii to agree on a s
ecific Ch
$150 00 per hour for Senior Software
Engineer servic p
ange
Order, GOVPARTNER shall continue to
es, except for those services
on the attached Wock Order No 1
which provide the Services at the service level
provided th
t
,
shall be paid in accordance with Exhibit Q of a
the WO is mef, un(ess
CUSTOMER requests a stop work notice
the Master Agreement. Additionally, the
CUSTOMER or
a request for suspension of performance.
agrees to reimburse CUSTOMER will pay for only those Services
GOVPARTNER for any speciai or unusuai actually compteted by GOVPARTNER in
expenses incurred at the CUSTOMER's
specific authorized written re connection with that WO GOVPARTNER
quest. shall ,have the right to allocate its resources
8 Unless a p~epaid order is received, to the extent necessary to achieve such
mutually agreed to service levels
it being
CUSTOMER will be invoiced monthly for ,
understood that GOVPARTNER will make
Services rendered in the previous month or itself reasonably available to provide such
in accordance with the milestone payment services
schedufe in the WO attached ta each order
Provided that GOVPARTNER is not in
LynwoodProfessionalServ Form.No. 0002.001
s ~-
B. If CUSTOMER requests a stop work notice
or a request for suspension of performance
any resum
ti
f CUSTOMER. Nothing in this Professional
Services Agreement shall be inter
ret
d
p
on o
the Services in connection p
e
as
with that WO shall require a mutual revi creating the relationship of employer and
ew
and written acceptance of the applicable WO
employee between the GOVPARTNER
and any changes or amendments thereto employees or contractors and CUSTOMER.
5. Change Control and Supervision ~ Should a GOVPARTNER employee or
contractor be unable to pertorm the
A. All changes must be documented in writin scheduled Services under this Professional
S
i
g
and signed by the requesting party The erv
ces Agreement because the illness,
resignation
assigned Professional Services Project
Manager will analyze these re
t or other causes beyond
GOVPARTNER's control, GOVPARTNER
ques
s and
generate an initial assessment as to the
i
' will attempt to replace such employee or
contractor within a reasonabie time
mpact on the WO
s cost and/or schedule .
within five business days. 6. Proprietary information
(i) Changes that do not affect the cost
and/or schedule
f A. In order to perform the Services under this
o
the
Services/Deliverables will be handled Agreement, CUSTOMER may, from time to
within the WO The Project Manager time, disclose to GOVPARTNER certain
informatio
may take three actions: authorize the n respecting CUSTOMER's
technical financi
l
t
i
proposed change, deny the proposed
change
or re
uest a
, s
at
stical and personnel
data
(hereinafter "Information')
,
q
additional
information. .
GOVPARTNER shall keep all such
_ Information confidential and shall not
(ii) Changes that affect cost and/or disclose any such Information to any third
e
schedule of the Services/Deliverables
ill lnfopmat ont t G'OVaAI at
d sc ose
E
w
be reported to the CUSTOMER, with
the applicable
i
i s
agents,
employees or contractors who have a
pr
c
ng and schedule
impact of the requested change to the definable need to know such Information,
WO The CUSTOMER may take three provided such parties are under writen
obligation
f
actions. authorize the proposed
change/cost
den
th o
confidentialily to
GOVPARTNER as a function of employment
,
y
e proposed
change/cost; or request additional or otherwise GOVPARTNER shall not be
information. required to protect Information which (i) is or
becomes publicly available, (ii) is already in
(iii) GOVPARTNER shall use best eff
rt
t GOVPARTNER s or its related companies'
o
s
o
provide CUSTOMER with accurate possession, (iii) is independently developed
by GOVPARTNER or its related co
i
timeframes, service requirements and
disclose cost-related items in c
t mpan
es
outside the scope of this Professional
S
onnec
ion
with the Services, it being understood ervices Agreement, or (iv) is rightFully
obtained from third parties
that GOVPARTNER shall use best .
efforts to provide Services without
generating Change Orders unecessaril B GOVPARTNER shall keep confidential
CU
'
y STOMER
s ideas, concepts know-how
,
or techniques relating to data, electronic
document processing and image processin
B While g
developed or resulting from the Information
present on the ~ CUSTOMER's
i or the Services provided under this
prem
ses and performing Services under this
Profession
l Professional Services Agreement.
a
Services Agreement,
GOVPARTNER GOVPARTNER shall not be required to keep
and its Consultant(s) shall
conform to CUSTOMER confidential any of the foregoing which (i) is
s published policies
and procedures and shall abide by o~ becomes publicly available, (ii) is already
in GOVPARTNER's or its related
'
CUSTOMER's directions which are companies
possession (iii) is independently develo
ed
consistent with the WO p
by GOVPARTNER or its related co
i
C It is the express intention of the parties that mpan
es
outside the scope of this Professional
Services Agreement
or (iv) is
i
htf
GOVPARTNER and /or its employees or ,
r
g
ully
obtained from third parties
contractors is an independent contractor and
not an employee, agent or partner of
LynwoodProfessionalServ Form No. 0002.001
~
7 Rights in Software, -Delivera6les &
Components
Title to and ownership of all written material,
including without limitation all software, including
tfie Software, the Components and any and alf
deliverables created for CUSTOMER under this
Professional Services Agreement, including but
not limited to software, magnetic and optical
disks, tapes, listings and other software
documentation (collectively referred to as
"Deliverables") first developed or created by
GOVPARTNER under this Professional Services
Agreement and all proprietary rights therein shall
at al6 times remain with GOVPARTNER,
however, GOVPARTNER, subject to the payment
by CUSTOMER of all charges related to the
Services, grants to CUSTOMER a personal, non-
exclusiue, non-transferable (except where
assignment is permitted), limited license to use
Deliverables furnished to CUSTOMER by
GOVPARTNER under this Professional Services
Agreement, including any extentions thereof and
any use of the Deliverables for CUSTOMER's
archival purposes. All other Software and related
Documentation furnished -hereunder shall be
subject to the Master Agreement and the
Software License Agreement. Except and to the
extent expressly provided in this section, no
license or other right is hereby transferred~ or
granted to CUSTOMER, including any license by
implication, estoppel or otherwise, under any
patent, trade secret, trademark or copyright.
8. Employees
A. The parties recognize that GQVPARTNER's
employees or .contractors provided under
this Professional Services Agreement may
perform similar services to the Services from
time to time for third parties. Accordingly,
this Professional Services Agreement shall
not prevent GOVPARTNER from performing
such sirnilar services or restrict
GOVPARTNER's use of the same
employees or contractors provided under
this Professional Services Agreement,
provided however that GOVPARTNER's
provision of services to third party's shall in
no way delay or adversely affect
GOVPARTNER's Services to CUSTOMER.
CUSTOMER and GOVPARTNER
acknowfedge and agree that
GOVPARTNER's employees provided under
~this Professional Services Agreement are
highly important to the success of
GOVPARTNER in fulfilling the intent of this
Professional Services Agreement.
Accordingly, CUSTOMER agrees that they
will'not, either directly .or indirectly solicit,
.
divert or hire, or attempt to soiicit, divert or
hire any GOVPARTNER employees
engaged in providing the Services under this
Professional Services Agreement at any time
during the term of this Professional Services
Agreement and for a period of twelve (12)
months after completion of the Services.
9 Termination
Either party shall have the right to terminate this
Professional Services Agreement upon the
occurrence of any of the following events (a) the
other party fails to perform or observe any of its
obligations under this Professionaf Services
Agreement, including, without fimitation, the
timely payment of any sums due and/or the
performance of any Service, (b) the other party
.admits in writing it5 inability to pay its debts
generally as they become due, or executes an
assignment or similar document for the benefit of
creditors, (c) the other party admits in writing its
inability to perform under this or any othec
agreement reasonalby affecting the Services
contemplated herein (c) subject to applicable law,
the appointment of a receiver, trustee in
bankruptcy or similar officer for the equity or
assets of a party, (d) there is an assignment of
this Professional Services Agreement .without the
prior written consent of the other party; and (e)
such event(s} is not remedied or cured to the
reasonable satisfaction of the aggrieved party
within thirty (30) days after the aggrieved party
has sent written notice to the other party
Termination shall not be the exclusive remedy
and no such termination shall adversely affect
any claim, right or action which an aggrieved
party may have for damages or otherwise
regarding any failure of the other party to perform
or observe its obligations herein
10 Proprietary Rights
Certain information and materials delivered
under the WO by GOVPARTNER hereunder
such as, without limitation, the Deliverables, are
confidential and propriefary trade secrets of
GOVPARTNER and are fumished solely to
assist CUSTOMER under the WO All such
Confidential Information shall be so marked and
CUSTOMER shall treat such information
confidential and abide by the terms of such
markings, and not reproduce or copy such
information except as is reasonable and
necessary under the Wp Nothing herein shall
restrict CUSTOMER from complying with its
obligations under the Public Records Act, but
CUSTOMER shall give GOVPARTNER five
days prior notice before any release under that
Act of GOVPARTNER confidential information.
-. k ~. ;:~
LynwoodProfessionalServ , Form No. 0002.001
~
Work Order No. 1
Master Agreement No 32
Schedule A
Implementation Services
~• RequestPartner
~
1 Conduct pre-implementation meeting to establish intial service requests which wili be made available online.
2. Provide those services described in paragraph 1(A) of the Professional Services Agreement in order to sucessfully
configure initial service request forms and setup City users
Training
1 Provide onsite administrator and usec training for RequestPartner (1/2 Day) off-site user training (i.e., telephonic training)
free of charge.
Implementation and Training Schedule
Service will be provided in accordance with the attached schedule
Customer to Provide
a) Dedicated "always on" Internet connection from City's Local Area Network with 128kb/s or higher data
rate Any City firewall security device to be configured to permit two-way communication between hosted
applications at GovPartner's data center
;~°=~
Form No. 0001.001
LynwoodProfessionalServ
5
~ ~
G~VPARTNEI~
Software License Agreement Master Agreement No. 33
This Software License Agreement (the "Software License AgreemenY') by and between GovPartner.com, a Nevada
corporation having its principal place of business at 11590 W Bernardo Court, San Diego, California 92127-1624
("GOVPARTNER") and City of Lynwood with an address of 11330 Bullis Road, Lynwood CA 90262 (the "CUSTOMER").is an
addendum to the Master Agreement Terms and Conditions between GOVPARTNER and CUSTOMER dated this day
of , 2001 (the "Master AgreemenY')
Capitalized terms not otherwise defined herein shall have the same meaning as defined elsewhere in the Master Agreement.
CUSTOMER AGREES TO INITIAL HERE AND IN THE APPROPRIATE SPACE ON THE FACE OF THE MASTER
AGREEMENT TO INDICATE ITS INTENTION TO HAVE TFiIS SOFTWARE LICENSE AGREEMENT APPLY CUSTOMER
AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH ARE INCORPORATED IN AND MADE A
PART OF THE MASTER AGREEMENT
CUSTOMER's Initials:
1 Grant of License
A. Each Software product, including ail data
programs or set of programs, or routines and
subroutines, consisting of a series of instructions
or staternents in machine readable form, and
including any documentation relating to or
describing such Software such as, but not limited
to manuals, online documentation and user
instructions, flow charts database schemas and
improvements or updates provided by
GOVPARTNEa (collectively 'Software") is
furnished to CUSTOMER under a personal, non-
exclusive, nontransferable, except where
assingment is permitted limited license solely for
CUSTOMER'
reasonably necessary for CUSTOMER to use
GOVPARTNER's services or products as
contemplated in this and related agreements.
C If CUSTOMER is unable to operate the Software
on the System due to an equipment malfunction,
the license to use the Software may be
transferred temporarily to another Client or
Server during the period of equiprnent
maffunction If GOVPARTNER implements
EOSL under the Application Hosting Agreement,
CUSTOMER may use the Software in connection
with CUSTOMER's in-house and/or third party
hosting services as is reasonably required in
connection therewith
s own internal use on
CUSTOMER's servers and client devices D Title to and ownership of the Software and any
("System") in compliance with this license and all
li portions (or any modifications, translations, or
derivatives thereof
even if una
th
i
app
cable laws and regulations CUSTOMER ,
u
or
zed) and all
applicable rights in patent
c
i
h
agrees that~ this license does not permit
CUSTOMER to (1) us
th
S s,
opyr
g
ts and trade
secrets and any other proprietary rights in the
e
e
oftware for a
service bureau application or (2) sublicense the Software shall remain exclusively with
Software GOVPARTNER. Software provided hereunder is
valuable, proprietary and unique, and
B The Software may only be copied in whole or in CUSTOMER agrees to be bound by and observe
part (with the proper inclusion of the proprietary nature thereof as provided herein.
GOVPARTNER's copyright notice and any other CUSTOMER agrees to take diligent action to
designation, required or proprietary notice and/or fulfill its obligations hereunder by instruction or
t~ademarks on such Software), as may be agreement with its employees or agents (whose
necessary or incidental for archival purposes
to confidentiality obligations shall s~rvive
,
replace a worn or defective copy o~ where termination of employment or agency) who are
permitted access to the Software Such access
~ Form No. 0001.002
Lyn Soft Lic.JFM11 12-01.doc
~
shall only be given on a need-to-know basis or
where reasonably necessary for CUSTOMER to
use GOVPARTNER's services or products as
contemplated in this and related agreements.
Except as set forth in this Software License
~., Agreement or as may be permitted in writing by
GOVPARTNER, CUSTOMER shall not use,
provide or otherwise make available the Software
or any part or copies thereof to any third party
CUSTOMER shall not reverse engineer
decompile or disassembie the Software or any
portion thereof, nor otherwise attempt to create or
tle~ive the source code CUSTOMER
acknowledges that unauthorized reproduction,
use or disclosure of the Software or any part
thereof may cause irreparable injury to
GOVPARTNER, who may therefore be entitied to
injunctive relief as provided in the Master
Agreement to enforce these license restrictions,
in addition to any other remedies available at law,
in equity
2. License GOVPARTNER grants CtJSTOMER a
non-exclusive royalty-free right and limited license to
use the Software as comtemplated in this Agreement.
All Software will be delivered from GOVPARTNER's
facility in San Diego, California to CUSTOMER's
place of.business during normal business hours.
3. I~staflation and Acceptance
A. CUSTOMER shall be responsible for installation
of the Software, however GOVPARTNER shall
provide telephonic customer support service in
connection therewith free of charge for the term
of this license. At CUSTOMER s request and on
terms to be agreed upon, GOVPARTtVER will
instalt the Software GOVPARTNER's
installation services are limited to loading the
Software onto properly configured Server and
Clients and testing the Software Installation
whether performed by GOVPARTNER or
CUSTOMER wifl provide for an Acceptance of
the installation by the CUSTOMER Acceptance
shall mean that the installed/loaded Software has
gone through a reasonable testing and
acceptance period CUSTOMER shall be
responsible for configuring and installing any
required disk storage systems, database
applications, network software, application
servers, systems and computer terminals and
workstations prior to installation of the Software,
it being understood that GOVPARTNER wilt
provide CUSTOMER with information reasonably
required to assist CUSTOMER in successful
confrguring, installation and tesfing phases of the
software Further GOVPARTNER agrees to
p~ovide reasonably detailed information to
CUSTOMER's designated IT specialist or other
appropriate party setting forth the
sytems/equipment requirements that
CUSTOMER will require in order to install and
configure GOVPARTNER's software or other
components Installation will be deemed
successful and completed when the Software is
•
Ioaded on a Client and/or Server, has gone
through Acceptance and is ready for use (the
"Installation Date")
B At CUSTOMER's request GOVPARTNER shall
provide telephonic pre-installation support,
installation support, training, and consulting
services for the Software If CUSTOMER
requires on-site assistance, GOVPARTNER shall
provide additional pre-installation support,
installati.on support, training, and consulting
services for the Software pursuant to a Software
Maintenance and Support Agreement and
Professiona~ Services Agreement.
Term. The term of the license granted CUSTOMER
shall be for as long as the CUSTOMER pays all fees
due GOVPARTNER ~nder the Application Hosting
Agreement between GOVPARTNER and
CUSTOMER, except that the license may be
terminated earlier pursuant to Paragraph 6 of this
Software License Agreement. Howeve~, in the event
there shall be an End of Support Life for any Software
product licensed hereunder, the term of the license for
such Software product shall be perpetual.
5. Types of Software Licenses.
A. For purposes of this Agreement, the following
definitions shall apply•
1 Servers are personal computers
minicomputers mainframes, workstations
and terminal devices that interact with Client
Software and have been approved by
GOVPARTNER for operation of Software
2. Server Software is a copy of Software
residing on a Server or multiple Servers.
3 Clients are personal computers
w mrn+computers, mainframes, wockstations
> and terminal devices that interact with Server
Software and have been approved by
GOVPARTNER for operation of Software
4 Client Software is a copy of Software
residing on a Client that interacts with Server
Software
B CUSTOMER agrees to license the Software as
follows
1 For Client Software - one copy of Client
Software for each Client that accesses any
Server Software
2. For Server Software - one copy of Secver
Software for each base system
C GOVPARTNER may audit CUSTOMER's
Software usage remotely or on-site during
service calls or upon reasonable notice ciuring
standard business hours.
2
Form No. 0001.002
Lyn Soft Lic.JFM11 12-01.doc
•
6. Termination. Notwithstanding the foregoing,
GOVPARTNER shall have the right to terminate
CUSTOMER's license if CUSTOMER fails to comply
with these license terms and conditions Upon
expiration of the license term or upon notice of such
termination, CUSTOMER shall immediately return or
destroy the Software and all portions and copies
thereof as directed by GOVPARTNER and, if
requested by GOVPARTNER, shall certify in writing
as to the destruction or return of the same Any
termination of the license shall automatically
terminate service under a Software Maintenance and
Support Agreement or an Application Hosting
Agreement between the parties, except where
CUSTOMER reasonably requires that the applicable
agreement remain in full force and effect for wind-
down, conversion archiving or other reasonable
purpose All confidentiality and non-disclosure
obligations shall survive any such termination
CUSTOMER shall have the right to terminate its
license for certain GovPartner Software as provided in
Exhibit A or where GOVPARTNER fails to perform
services or provide the materia~s/deliverables as
contemplated herein or otherwise breaches this or
related agreements, provided that GOVPARTNER
shall have a reasonable opportunity to cure upon
receipt of notice by CUSTOMER
7 Limited Warranty
A. GOVPARTNER warrants that it has good and
clear title to or has the right to sublicense the
Software being licensed hereunder, free and
clear of all liens and encumbrances
B GOVPARTNER warrants that Software used in a
manner for which it was designed will generally
conform to the applicable GOVPARTNER
documentation provided at the completion of
implementation GOVPARTNER's sole
obligation and liability hereunder shall be to use
reasonable efforts to remedy any substantial non-
conformance which is reported to
GOVPARTNER in writing within the warranty
period. The warranty period will expire upon
termination of the Master Agreement.
C Additional app(icable Warranties and
Representations are set forth in the Master
Agreement.
D THERE ARE NO OTFiER WARRANTIES,
EXPRESS OR IMPLIED INCLUDING
WITHOUT LIMITATION THE IMPLIED
WARRANTIES OF MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE.
•
U.S. Government Restricted Rights. The Software
is commercial software and the Software and
Documentation are provided with restricted rights.
Use, duplication or disclosure by the Government is
subject to restrictions as set forth in paragraph
(c)(1)(ii) of the Rights in Technical Data and
Computer Software Clause at DFARS 252227-7013
of subparagraphs (c)(1) and (2) of the Commercial
Computer Software-Restricted Rights at 48 CFR
52•227-19 as applicable Licensor of the Software is
GovPartner com, 11590 W Bernardo Court, San
Diego California 92127-1624
3
Form No. 0001 002
Lyn Soft Lic.JFM11 12-01.doc
~
GOVPARTNER
Application Hosting Agreement
~J
Master Agreement No
This Application Hosting Agreement (the "Application Hosting AgreemenY') by and between GovPartner.com, a Nevada
corporation having its principal place of business at 11590 W Bernardo Court, San Diego Califomia 92127-1624
("GOVPARTNER") and City of Lynwood with an address of 11330 Bullis Road, Lynwood, CA 90262 (the "CUSTOMER") is an
acidendum to the Master Agreement Terms and Conditions between GOVPARTNER and CUSTOMER dated this day
of , 2001 (the "Master AgreemenY') and shall govem the proyision of Services provided by GOVPARTNER hereunder
Capitalized terms not otherwise defined herein shall have the same meaning as defined elsewhere in the Master Agreement.
CUSTOMER AGREES TO INITIAL HERE AND IN THE APPROPRIA7E SPACE ON THE FACE OF THE MASTER
AGREEMENT TO INDICATE ITS INTENTION TO HAVE THIS APPLICATION HOSTING AGREEMENT APPLY
CUSTOMER AGREES TO THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS WHICH ARE INCORPORATED IN
AND MAQE A PART OF THE MASTER AGREEMENT
_ CUSTOMER's Initials
Hosting Services
A. Provided CUSTOMER is licensed to use
GOVPARTNER Software pursuant to an
enforceable Software License Agreemenf
between GOVPARTNER and CUSTOMER
(the "Software"), GOVPARTNER will install
and operate the host portion of the Software
in GOVPARTNER's host computer system
(the "Host Computer System")
'B. GOVPARTNER will provide all equipment,
software and services necessary for the
operation antl maintenance and support of
the Host Computer System and the host
portion of the Software GOVPARTNER
may contract with third parties for all or part
of such equipment, software and services.
GOVPARTNER reserves the right to change
the configuration of the Host Computer
System and the host portion of #he Software
and to change or delete such equipment or
software at any time, but GOVPARTNER
shall make CUSTOMER's application
compatible with such change or deletion
without additional charge to CUSTOMER, it
being understood that such changes or
deletions shaU not interfere with
CUSTOMER's use of GOVPARTNER's
products and/or services as contemplated
herein.
C GOVPARTNER will provide adequate
bandwidth for communication between
CUSTOMER and its web usecs involving the
Software as provided E h" '
GOVPARTNER will back-uP CUSTOMER's
data as provided in Exhibit B.
D Installation and training procedures are as,
described pursuant to an enforceable
Professional Services Agreement between
GOVPARTNER and CUSTOMER. If
GOVPARTNER is requested to provide
custom modification, consulting system
integration or other services, the terms for
such services shall be provided in such
Professional Services Agreement,
E. CUSTOMER shall have access to and be
permitted to use the Software via lnternet
facilities The communications and network
interopecability requirements for Internet
access are as described in Exhibit B
F The Hosting Computer System shall be used
by CUSTOMER only for purposes relating to
CUSTOMER's own use of the Software
Neither party shall assign any of its rights
under this Application Hosting Agreement as
set forth under the Assignment provision in
the Master Agreement, except that
GovPartner may assign its right to a third
party to receive any fees payable by
CUSTOMER to GOVPARTNER under this
Agreement. Neither party will be responsible
for any delays resulting from circumstances
beyond its control as set forth under the
Force Majeure provision in the Master
Agreement.
m x ibit B. G GOVPARTNER will use best efforts to guard
against unauthorized access to
~ Form No. 0001,003
196.Lynwood Hosting Agreeme
• •
CUSTOMER's data that is used or collected
by the Software. However, GOVPARTNER
° assumes no responsibility for misuse of
Software by a party who is not an officer,
employee agent, contractor or affiliate of
GOVPARTNER.
2. Maintenance
~,= .r.,
A. Hours of Support Availability Payment of
the standard Software license fees and
application hosting fees entitles CUSTOMER
to Support during the Principai Period of
Maintenance ("PPM"). The PPM is a nine
~' hour continuous daily time period. between
the hours of 8:00 AM and 5•00 PM, ~ocal
time, Monday through Friday, excluding
holidays or such fiolidays as observed localiy
by. GOVPARTNER. Ali Support
~ subsequently added shall have the same
PPM. Support for severe problems, as
defined in the Order Form, wiil be provided
outside the PPM
B Scope of Support. Support includes the
response to and resolution of problems with
the Software as reported to GOVPARTNER
by CUSTOMER or discovered by
GOVPARTNER, and maintenance and
operation of the Host Computer System.
>., Resolution of these problems shall, where
appropriate consist of (1) maintenance
provided through telephone or electronic
support as described on the Order Form; (2)
correction of any defect in the Software
program that materially and adversely affects
the use of the Software as described in
p GOVPARTNER's documentation or (3)
del'rvery of bug fixes or workarounds limited
to the current or immediate prior Software
release, provided that GOVPARTNER made
such Software available to CUSTOMER.
GOVPARTNER will support licensed
Software located on the Host Computer
System. GOVPARTNER will use
~ commercially reasonable efforts to respond
to CUSTOMER calls according to the priority
level of the call described. in the Order Form.
GOVPARTNER will resolve the
CUSTOMER's call in a commercially
reasonable period. Support also includes the
use of upgrade Software releases made
` •available by GOVPARTNER from time to
time, and which will be provided to
CUSTOMER without additional charge Any
~ rendering of supplemental maintenance
Support by GOVPARTNER that is not
provided for in the Order Form, including
consulting, will be performed at
GOVPARTNER's discretion upon receipt of
a Work Order or appropriate payment, and, if
performed, will be charged to CUSTOMER
2
at current prices and terms then in effect.
C Support Limitations. Any Suppo~t is
dependent upon the use by CUSTOMER of
unmodified Software (except as authorized
by GOVPARTNER pursuant to a
Professional Services Agreement) operated
in accordance with GOVPARTNER's
documentation. Software Support
specifically excludes #he following (1)
Support to a version of Software other than
the current or immediate prior release, (2)
efforts to restore a release of the Software.
beyond the current or immediate prio~
release, (3) efforts to restore CUSTOMER
data beyond the most recent back-up
provided that the most recent back-up was
sucessfully performed.
D End of Support Life. GOVPARTNER
periodically announces the End of Support
Life (EOSL) for Software GOVPARTNER
will notify the CUSTOMER signatory or
designee in writing or by electronic mail a
minimum of one hundred and eighty (180)
days prior to the Support discontinuance
After the EOSL, telephone and or web-based
support limited to current available fixes will
be avaitab(e on a commercialfy reasonable
efforts basis at prevailing prices. If EOSL for
Software occurs within three (3) years of the
date services are first provided under this
Application Hosting Agreement,
GOVPARTNER shall refund an amount
equal to the product of any one-time license
fees for paid for GOVPARTNER
CommunityDevelopmentPartner Software
multiplied by a fraction the denominator of
which is five (5) years and the numerator of ,
which is the remainder of five (5) years
minus the period for which support life was
provided. GOVPARTNER acknowledges and
agrees that in the event GOVPARTNER
announces. EOSL, CUS70MER may seek
third party hosting services and/or conduct
hosting services in-house to avoid any
interruption of its use of the products and/or
services provided under the Master ~~
Agreement or related agreements. Further
GOVPARTNER will reasonably assist
CUSTOMER during the transistion period
following EOSL.
'- ;;.,
3. CUSTOMER's Responsibilities
CUSTOMER is responsible for maintenance and
installation of any common carrier equipment or
communication Support refated to the opera6on
of the Software at the CUSTOMER's facilities
Form No. 00032.001
196.Lynwood Hosting Agreeme
•
.
and not furnished by GOVPARTNER, however,
GOVPARTNER forth in the previous sentence, CUSTOMER
at
agrees to provide reasonably
detailed informatio
' ,
CUSTOMER's option, may terminate any or ati of
n to CUSTOMER
s
designated IT specialist or other appropriate the related agreements it has with
GOVPARTNER (i e
M
t
pa~Y setting forth the
equipment~system/instal~ation re
uirement
th
t ,
as
er Agreement,
Professional Services Agreement, etc.) and
q
s
a
CIJSTOMER will CUSTOMER is an entitled to certain remedies
require in connection with
GOVPARTNER's hosting services not already such as the a
pportioned refund set forth in.
P
provided in Exhibit B. CUSTOMER is also aragraph 2D herein. CUSTOMER may
terminate for convenien
e th
i
responsible for charges incurced for
c c
e serv
ce of any
hosted application upon thirty days written noti
ommunication facilities at CUSTOMER's
facilities, whether incurred'by CUSTOMER or b ce.
Notwithstanding anything to the .contrary in this
Se
y
GOVPARTNER Support representatives while ction 5 this Application Hosting Agreement
shall terminate immediately upon terminati
f
pertorming Support on the Software provided on o
` the Software License Agreement
that GOVFARTNER reasonably informs .
CUSTOMER prior to incurring such charges. 6
Fees
GOVPARTNER is responsible for performing .
Software and CUSTOMER data back-ups as
contemplated herein in accordance with A• CUSTOMER agrees to pay those fees
published documentation. CUSTOMER shall specified in Exhibit A of the Master `
notify GOVPARTNER of any Software failure. Agreement.
CUSTOMER will make reasonable efforts to
place ~support calls .to GOVPARTNER by a B CUSTOMER will be invoiced monthly
GOVPARTNER trained contact, as listed in the ,„
CUSTOMER shall pay the fees in
CUSTOMER Authorized Contact Information accordance with the Payment Terms set
Form. _ ., forth in the Master Agreement which states
that The lead time for processing invoices for
4 Software Modification. inclusion on the warrant list of the
CUSTOMER is governed by the rules and
GOVPARTNER will not be responsibfe to regulations established by CUSTOMER's
CUSTOMER for loss of use of the Software or Finance and Administration Department.
data or for any other liabilities arising from Payments will be processed and paid in
alterations, additions, adjustments or repairs accordance with the rules, regulations and
which are made to the Software by third parties schedules established or revised by the said
other than authorized representati~es of F~nance Departrrient. CUSTOMER shall pay
GOVPARTNER, or at the direction of all costs involved in collecting its overdue
GOVPARTNER. GOVFARTNER reserves the accounts including reasonable attocney's
fees
right to terminate this Agreement upon written . ,.
notice to CUSTOMER if ~any such alteration,
addition, adjustment or re
air ad
l +
C All charges and rates are excl
siv
f
ll
p
verse
y affects
GOVPARTNER's ability to render maintenan u
e o
a
sales, use and like taxes. Such taxes are
ce
Support to the Software. the responsibility of the CUSTOMER and will
be billed to the CUSTOMER as a separate
5. Ter-in. line item on each invoice
The initial term of this Application Hosting
Agreement shall commence the date the Master
Agreement is signed and shall continue untif two
years after #he date of successful implementation
of the host portion of .the Software, unless a
different term is stated in Exhibit A of the Master
Agreement. Thereafter, unless CUSTOMER
notifies GOVPARTNER in writing at least sixty
(60) days in advance of each scheduled
expiration date that CUSTOMER elects not to
renew, this Application Hosting Agreement shall
automatically renew for a period of twelve.
months. Notwithstanding the preceding,
GOVPARTNER may terminate by giving at least
sixty (60) days written notice that GOVPARTNER
cannot meet the requirements of Exhibit B'If
GOVPARTNER terminates this Agreement as set
7 Control and Supervision
CUSTOMER is solely responsible for any fiability
arisirig out of or related to the web application, it
being understood that this indemnification in no
way limits the Indemnification and/or Warranties
and Represesntation provisions provided by
paragraphs 3 and 4 of the Master Agreemerit.
This indemnification will survive #ermination of
this Application Hosting Agreement.
.. •~E „
3 Form No. 00032.001
-~:... r:~~;
~~t ,~.
196.Lynwood Hosting Agreeme
• ~_
Exhibit B
Bandwidth:
CUSTOMER wili be provided with the bandwidth from GovPartner's datacenfer necessary for adequate
responsiveness for the following application(s)
RequestPartner
CUSTOMER Software and Equipment:
Client Hardware
~~ Any workstation connected to the Internet that is capable of supporting a W3 org compliant HTML
3.2 or 4 0 browser Computers that are five years or older may process information so slowly and
may not produce satisfactory results.
Client Software
Any W3 org, (World Wide Web Consortium) HTML 3.2 or 4 0 compliant browser for access by
public City staff must use Microsoft Internet Explorer version 5 or later In order to maintain
session state cookies rnust be enabled
CUSTOMER'S communications and network interoperability requirements
Network Software Environment
Industry standard network software envi~onment that utilizes TCP/IP networking protocol, LAN
connections to the lnternet, and dial-up connections for public access City Internet access to
hosted applications should provide for a dedicated, "always on", connection at 128kb/s oe higher
data rate Any City firewall security device to be configured to permit two-way communication
between hosted applications at GovPartner's data center and the City's server running the
CommunityDevelopmentPartner database
GOVpARTNER Backup:
GOVPARTNER shall perform a full back-up of CUSTOMER's data files on a weekly basis and an
incremental back-up all other working days of the week. An incremental back-up is back-up of all files that
have•changed since the previous back-up One copy of the back-up is retained for thirty days before it is
recycled GOVPARTNER will use best efforts to~restore CUSTOMER's files from available back-up
tapes during the PPM. GOVPARTNER will also use best efforts to prevent the loss of any data from the
system. Further, GOVPARTNER will provide CUSTOMER with adequate assuarances that such back ups
are perfromed properly and on timely basis upon CUSTOMER's request.
4 Form No. 0007.003
196.Lvnwood Hostino Aoreeme
.
GOVPARTNER
CUSTOMER Sup ort Subscription Order Form
CUSTOMER The City of Lynwood
CUSTOMER Contact Phone
Address
~
E-mail Address
Fax
City, State or Province
Zip Code or PostaT Code
Count
~ Description Response Time
Support*
Level 1 Severe problems rendering Response** within 4
software application substantiaTly hours
inoperable
Level 2 Problems significantly Response** within 8
affecting operability, but which do not hours
render application inoperable
Level 3 Problems preventing application Response** within 24
from functioning as designed, but which hours
do not significantly affect operability ,
or render application substantially
inoperable
Level 9 Less~critical problems for Will be consideredYand
which an acceptable work around is addressed as part of
developed normal product
enhancement cycle
*Support s.hall include (1)
diagncjstic/troubleshooting at
GOVPARTNER's facilities o;f hosted
Software, Host Computer Systems, and
Internet connectivity, (2) establ"ishment
of a FAQ and interactive site for
customers; {3) estabTishment of a users
group, and (~4) updated documentation
provided in online format Telephonic
training and support shall be provided
free of charge On-site training and
~ustom report development and system
**Response means begin
actively working on
solution
Means of
Contact
Telephone, e-
mail,
pager/mobile
phone
Telephone, e-
mail
Telephone, .e-
mail
Telephone, e- ~
mail, letter
~ ' S form No. 0001:003 ~ - _
° 196.Lynwood Hosting Agreeme
.~
• •
modification and data loading shall be
available at an additional fee
;;
, T
,
GOVPARTNER
CUSTOMER Authc~ri ~e~ri rr,.,+~..} ~r_.,c_~_~_ __ .-.
General Information
CUSTOMER The City of L'ynwood E-mail Address
~Primary Technical Contact Phone
F
+Address City, State or Province
Zip Code or Postal Code Country
Authqrized Contacts must be GOVPARTNER trained for your installed product
configuration Validation of training may be required by GOVPARTNER Only
the Trained Contacts listed below or as modified in writing by the CUSTOMER
will be eligible for telephone or iaeb support YOUR COMPLETE E-MAIL ADDRESS
IS NECESSARY FOR THIS SUPPORT
Trained Contact
Name Title
r 'Phone Number Fax Number
E-mail or Internet Addr Pager Number
Training Contact
Name Title
Phone Number Fax Number
E-mail of Internet Addr Pager Number ~_
Training Contact
t~v y Name , Title
Phone Number Fax Number
E-mail or Internet Addr Pager Number
~.
~ :~..
~ I t. I
, Form No. 0001.003
196:Lynwood Hosting Agreeme
6
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