HomeMy WebLinkAboutASAP SOFTWARE 1A-2006
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CLERK OF COUNCIL
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A-2006-090
FIRST AMENDMENT TO AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT is entered into on April 17,
2006, by and between ASAP Software ("Vendor") and the City of Santa Ana, a charter
city and municipal corporation of the State of Cali fomi a ("City").
RECITALS:
A. The parties entered into Agreement A-2004-141, dated July 19,2004, (hereinafter
"said Agreement") by which Vendor has provided computer anti-virus software and
services.
B. In accordance with the terms and conditions of said Agreement, the parties wish to
amend said Agreement to provide an additional level of computer support and
increase compensation to pay for additional support.
WHEREFORE, in consideration of the covenants contained in said Agreement, and
subject to all the terms and conditions of said Agreement, except those amended in this
First Amendment to Agreement, the parties agree as follows:
I. Section 2, Scope of Services, shall be deleted in its entirety and replaced with the
following:
"Vendor shall provide anti-virus software and services from Trend Micro, Inc., as
defined in Exhibits A, B, C and D to said Agreement. During the term from June I,
2006 through August 31, 2008, Vendor shall provide "Priority Advantage 24x7"
support for the Trend Micro anti-virus software, as set forth in Exhibit E, attached to
this Amendment to Agreement."
2. Section 3, Compensation, shall be deleted in its entirety and replaced with the
following:
"3.a. The City will pay to Vendor, the rates and charges set forth in Exhibit D to said
Agreement. For the Priority Advantage 24x7 support, City will pay an additional
sum, as set forth in Exhibit F, attached hereto. Total compensation for software and
support shall not exceed $70,000 during the term of said Agreement.
b. Payment by City shall be made within thirty (30) days following receipt of proper
invoice evidencing work performed, subject to City accounting procedures. Payment
need not be made for work that fails to meet the standards of performance set forth in
the Recitals which may reasonably be expected by City."
3. Except as herein amended, all terms and conditions of said Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to
Agreement on the date and year first written above.
CITY OF SANTA ANA
ATTEST:
/ A{. ..~...:c
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PATRICIA E. HEAL
Clerk of the Council
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~!AtfdEAM
City Manager
APPROVED AS TO FORM:
JOSEPH W. FLETCHER
City Attorney
By: \;, , I{
Laura Sheedy
Assistant City Attorney
(-('i
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ASAP SOFTWARE
(Y~{(yM aAL ,
(NAME) il.UAfi..,c f/..~{cSh.fule
(Title) 6ovf. S:i.U'3, Sj'U)uoJhv
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..........~. TREND
~ M I C R o'
Trend Micro" Priority Support Program
Pr~ority Response for Mid-Sized Enterprise Customers
PROBLEM
Mid-sized organizations are struggling to address a wide variety of security issues due to
constantly evolving threats presented by viruses and other malicious code. IT managers
require 24X7 availability of support with priority handling of service requests combined
with leading-edge antivirus, content security. and technical expertise to ensure business
continuity.
STRATEGY
The Trend Micro'" Priority Support Program combines round'~the-clock prio~ity response to
service requests with proactive notification of new virus threats and ready ;access to
information on combating the latest virus threats. Two support levels are offered.
PRIORITY SUPPORT AT-A-GLANCE
KEY FEATURES
PRIORITY
ADVANTAGE
PRlORlTY
Online Submission and Tracking of Service
Requests with'24x7 Priority Handling
.
.
Virus Outbreak Alert and Notification
Premium Online Knowledge Base
Telephone Support Hours
Telephone Support Delivery
.
.
.
.
- Business Hours
24x7
Team of Technical
Account Managers
Basic Corporate
Support Line
PRIORITY ADVANTAGE
Customers receive 24X7 telephone and online support with priority handling from a Team
of Technical Account Managers who are Trend Micro product support experts - the same
resource level that provides support to our largest enterprise customers.
PRIORITY SUPPORT
24X7 online technical support with priority handling from the Technical Account Manager
team, to complement business hours telep'hon~. technical' :support from the standard
corporate support line.
At both service levels. customers receive round-the-clock proactive notification of new virus
threats. Both levels feature 24X7 access to the online premium knowledge base, and to
Trend Micro's online tool for submission and tracking of service requests. Priority and Priority
Advantage feature seamless integration with Trend Micro's internal support infrastructure,
bringing the power of leading-edge antivirus expert}se to customer,s' networks.
SERVICES
EXHIBIT E
-.
- .
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CONFIDENTIAL
TREND MICRO INCORPORATED
Priority Support Agreement
Comnanv Trend Micro
Name: Trend Micro Incornorated
Address: 10101 N. De Anza Blvd
Cnnertino, CA 95014
Telenhone: (408)257-1500
Services (Check One)
Priority
Priority Advantage Snpport .
Additional Contacts
Additional Incidences (in !!fOUDS of five)
Additional Service Reouests(in nacks of five)
This First Page and the attached Trend Micro Incorporated Priority Support Agreement make up a
binding legal agreement ("Agreement") between Company and Trend Micro. The effective date
("Effective Date") of this Agreement shall be the date Trend Micro executes this Agreement
Accepted and Agreed To:
COMPANY TREND MICRO
By: By:
Name: Name:
Title: Title
Date: Date:
(This is the "Effective Date")
I
Agreement Terms and Conditions
In consideration of Company's payment of the
applicable Priority Support Agreement fees, Trend
Micro agrees to provide Company with the applicable
services set forth in this Agreement.
1. Definitions.
(a) "Confidential Information" means all data and
information of a confidential nature, including, but not
limited to trade secrets and any information related to
the parties' business or intangible property. Data and
information shall be considered to be Confidential
Information if (i) it is designated as such by the
disclosing party orally, in writing, or in any other form
before the disclosure, or (ii) if, due to its character or
nature, a reasonable person in a like position and under
like circumstances as the parties would treat it as secret
and confidential.
(b) "Incident" means a technical problem with, or
question about, the operation or use of a Trend Product
(i) which cannot be broken down into subordinate
problems or questions and (ii) for which answers are
available in the Software documentation (including
release notes or in Trend Micro's online knowledge
database) or have been previously provided by Trend
Micro to Company. Virus cases or Service Requests
submitted only via PSP Online that relate to problems
or errors in a Trend Product are covered under this
Agreement but do not count as Incidences.
(c) "License Agreement" means the license
agreement(s) that must be in effect between Trend
Micro and Company (including the Trend Micro
shrink-wrap or click-wrap agreement) authorizing
Company to use certain Trend Product( s) for a
maximum number of Users or Computers. If the
License Agreement between Company and Trend
Micro terminates for any reason, then this Agreement
will terminate automatically without notice.
(d) "Major Virus Outbreak" means a process in
which Trend Micro determines that a virus infection
has propagated in a region to an extent where Trend
Micro will declare a Virus Alert depending on severity
of the outbreak. Determination and severity of the
alert is made at Trend Micro's sole discretion.
(e) "Pattern File Updates" means final release
versions of new virus protection databases for Trend
Products released by Trend Micro during the term of
CONFIDENTIAL
any License or Maintenance Agreement. Virus
protection databases or pattern files contain detection
routines designed to identify and block new known
computer viruses. A Pattern File Update is also known
as an Official Pattern Release.
(!) "Product Updates" means new versions of the
Trend Products (excluding new or other products, as
reasonably determined by Trend Micro) that contain
bug fixes and/or product enhancements released by
Trend Micro during the term of any License or
Maintenance Agreement.
(g) "Maintenance Agreement" means an agreement in
effect between Trend Micro and Company after the
first year of any License Agreement, authorizing
Company to receive Pattern File Updates, telephone
technical support, and access to antivirus researchers at
TrendLabs (collectively "Maintenance"). Fees for
standard Maintenance are in addition to fees for the
support services set forth in this Agreement. If the
Maintenance Agreement between Company and Trend
Micro terminates for any reason, then this Agreement
will terminate automatically without notice.
(b) "Service Request" means a technical problem
with, or question about; the operation or use of a Trend
Product or a virus issue. Priority and Priority
Advantage Support customers may make Service
Requests online via the PSP Online submission tool
(Online Service Request"). Additionally, Priority
Advantage Support customers may make Service
Requests via telephone to the Premium Dispatch
Center ("Telephone Service Request"). Priority
Advantage Support customers are entitled to ten (10)
Telephone Service Requests, and have the option of
purchasing additional Telephone Service Requests,
which available in groups of five (5) for an additional
fee.
(i) "Trend Product(s)" means the Trend Micro
software licensed to Company and for which
Maintenance fees are current.
2. TAM Support.
(a) 24x7 Telephone and Online Support. Priority
Advantage Support customers may reach TAMs
twenty (24) hours a day, seven (7) days a week via
Trend Micro's toll-free Premium Dispatch Center, at
(888) 60-TREND or (888) 608-7363, typically with a
one (1) hour response time. Each time the Company
calls a TAM for a Service Request and opens a case the
2
number of available Telephone Service Request for the
Company shall be reduced by one (I). Priority and
Priority Advantage Support customers, may reach
TAMs twenty (24) hours a day, seven (7) days a week
via PSP Online typically with a one (1) hour response
time.
Note: Given the nature of paging services, there may
be prolonged delays between the times a page is
initiated and received. Trend Micro cannot be held
responsible for such delays. Response times may also
be affected by the existence of a major computer virus
outbreak.
(b) Monthly Reports. Trend Micro will provide
Company with a monthly report (using a pre-defined
format) detailing support activity for the previous
month, including the status of open and closed Service
Requests and the number of reported Service Requests
during that month and contract period to date.
3. Online Services. Upon becoming a Priority or Priority
Advantage Support customer, Trend Micro will open a
password protected account for the Company on
Premium Support Online ("PSP Online"), a web-based
resource that provides access to the technical support
services 24 hours a day, seven days a week. PSP
Online and related services are available in English
only due to the global nature of the Trend Micro PSP
program.
(a) Dedicated Download Servers. Company may
download Pattern Updates and Product Updates from
secure servers reserved for Priority and Priority
Advantage Support customers only.
(b) Case Submission. Company may use PSP Online
to submit virus cases or other Service Requests for
resolution at any time. By completing a series of
online forms, Company can provide Trend Micro and
its authorized support representatives with key
information necessary to begin addressing the virus
case, product problem or Service Request. When
Company submits a Service Request to Trend Micro
via PSP Online, a TAM shall be automatically notified.
(c) Track Cases. PSP Online includes a database
that allows Company to track the current status of any
open product or virus-related case. The case tracker
also provides a history of all cases submitted by
Company to technical support, by date of submission,
status, type and submitted files.
(d) Information Tools. PSP Online includes access
to premium knowledge database, an online searchable
database that contains proprietary support procedures
and trouble-shooting tips for Trend Products.
(e) Active Support Tools. PSP Online also provides
Company with access to an Active Support tool that
can be used to collect information required to identify
and replicate product problems from Company's
computer system. This tool is designed to reduce data
collection time for more efficient case resolution.
4. Proactive Antivirus Support
(a) Alerts for Major Virus Outbreaks. Company
will designate one (I) Authorized Contact as the main
Major Virus Outbreak Authorized Contact. In the
event of a Major Virus Outbreak, Trend Micro will
alert Company's Major Outbreak Authorized Contact
24x7 via pager, telephone and/or email in accordance
with Company's instructions for Major Virus
Outbreaks, using an automated voice recording or
similar technology.
(b) Virus Threat Awareness. The TrendLabs
antivirus network monitors virus activity around the
world 24X7 and assigns newly discovered viruses with
risk ratings. In assessing the risk of a new virus, Trend
Micro considers factors such as virus type,
characteristics, potential damage, distribution rate,
systems targeted, extent of known propagation and
infection size. Priority Advantage Support customers
may elect to have Authorized Contacts notified via
email about new threats of designated risk ratings
based on the risk level pre-selected by Company.
5. Technical Service Requests. Priority Advantage
Support customers are entitled to ten (10) Telephone
Service Requests, as defrned in Section l(h), to the
PSP Premium Dispatch Center hotline per year at no
additional charge. Each Telephone Service Request
received by TAMs shall reduce the number of
available prepaidTelephone Service Requests by one
(I). When all prepaid Telephone Service Requests
have been used by the Company Trend Micro will not
provide further Service Requests until Company
purchases additional Service Requests, which are
available in groups of 5.
6. Technical Support Incidents. Priority and Priority
Advantage Support customers are entitled to submit up
to ten (10) Incidents via PSP Online, as defmed in
Section I (b), per year at no additional charge.
Company may purchase Additional Incidents in groups
of five for an additional fee.
3
7. Virus Case Escalation.
In the event the an Incident or Service Request cannot
be resolved by Trend Micro within six (6) hours
business hours of receipt of, such Incident or Service
Request by Trend Micro. Trend Micro and the
Company may agree to escalate the case to Trend
Micro's antivirus escalation engineering group for
resolution.
Note: Given the nature of paging services, there may
be prolonged delays between the times a page is
initiated and received. Trend Micro cannot be held
responsible for such delays. Response times may also
be affected by the existence of a major computer virus
outbreak.
8. Product Case Escalation.
All product-related service requests from Priority
Advantage Support customers are assigned a priority
based upon the type of product-related service
requested. Upon case submission, a TAM will be
assigned to work closely with Company to diagnose
and help resolve the problem. In the event the TAM
cannot provide a resolution, the TAM will promptly
escalate the issue to a senior product specialist, which
will try to recreate, diagnose and resolve the problem
or provide an interim workaround or fix. In the event
the request cannot be addressed at this level, the
request will then be escalated Trend Micro's service
engineering group. In addition, upon Company's
request, the TAM may escalate any unresolved Service
Request to the TAM manager and senior Trend Micro
management if normal escalation channels as set forth
above have not provided case resolution.
9. Company Obligations
(a) Authorized Company Contacts. Company must
appoint authorized individuals to act as contacts with
Company for technical support ("Authorized
Contacts"). Priority Advantage Support customers
may appoint up to two (2) Authorized Contacts under
this Agreement. Only an Authorized Contact may
initiate an Incident report or a Service Request from
Trend Micro. Company must provide Trend Micro
with up-to-date contact information for the Authorized
Contacts to receive proactive virus alerts. Company
may update this contact information through PSP
Online.
(b) Prompt Notification. Upon identification of any
possible error or problem with a Trend Product,
Company (through an Authorized Contact) must
promptly notify Trend Micro. Company agrees to
provide Trend Micro with reasonably sufficient
information about a virus or product case to permit
Trend Micro to reproduce, diagnose, and resolve the
case and agrees to otherwise cooperate with Trend
Micro in case resolution.
(c) Current Releases. Throughout the term of this
Agreement, Company will use commercially
reasonable efforts to download and install new Pattern
Updates (including scan engines updates if applicable)
promptly after they become available. Company shall
also install and use the most current version ofthe
Trend Products within a reasonable time after new
versions become available
(d) Information/ Assistauce. Company will supply
Trend Micro with current information about
Company's system architecture and hardware
configuration including, when available, "visios" or
other similar electronic blueprints. Company also
agrees to notify its TAM or TAMs within seven (7)
days of any changes to its network or operating
environment.
(e) Reasonable Assistance/Information. Company
will provide Trend Micro with access to personnel with
the appropriate knowledge, expertise and information
reasonably required: (i) to recreate, diagnose and/or
resolve reported problems or Incidents and (ii) to
provide other assistance or information under this
Agreement. Company shall also otherwise fully
cooperate with Trend Micro in connection with the
provision of services under this Agreement. In
addition, Company agrees to help Trend Micro monitor
and improve the quality and nature of its Priority and
Priority Advantage Support services by providing
Trend Micro with periodic written and oral feedback
about the quality and nature of services provided under
this Agreement.
(I) Back-Up. During the term of this Agreement,
Company will regularly back-up its computer
system(s) on a separate media. Company
acknowledges that any failure to do so may
significantly decrease its ability to mitigate any harm
or damage arising from any problem or error in the
Trend Products or the provision of services under this
Agreement.
10. Mutual Coufidentiality Obligations.
(a) Confideutiality. Trend Micro and Company agree
to protect any confidential information disclosed to it
4
by the other party during the performance of services
under this Agreement from unauthorized disclosure or
use as fully as it protects its own confidential
information. Each party agrees not to use any
confidential information for any purpose other than the
provision of services under this Agreement and not to
use confidential information disclosed to it by the other
party to the commercial disadvantage of the other
party. Notwithstanding the foregoing, Trend Micro
may use product or virus-related information submitted
by Company to Trend Micro's technical support via
telephone, fax, email or PSP Online mail, provided that
Company's name is not also disclosed.
(b) Exceptions. The obligation of confidentiality shall
not apply or shall cease to apply to any information
that: (a) was known to the receiving party prior to its
receipt hereunder, (b) is or becomes publicly available
without breach of this Agreement, (c) is received from
any other person or entity without an obligation of
confidentiality to the disclosing party and without
breach of this Agreement, (d) is disclosed by the
disclosing party to any other person or entity without
an obligation of confidentiality, or (e) is disclosed by
the receiving party pursuant to court order or other
requirement imposed by law, provided that the
originally disclosing party is given a reasonable
opportunity to object to or restrict such disclosure to
the extent practicable, and then such disclosure shall be
permitted only subject to the terms and conditions of
such order or other legal requirement.
11. Intellectual Property Rights. Trend Micro shall
retain all intellectual property rights in any computer
software, programs and associated documents supplied
by Trend Micro or developed during the course of this
Agreement. The Company will do all such acts and
things as Trend Micro may reasonably require for the
purpose of preserving or perfecting these rights.
12. Term and Termination.
(a) Term. The term of this Agreement will be one (1)
year. and, subject to Company's payment of the
applicable annual fee, shall automatically renew for
successive one-year periods unless terminated by either
party upon 30 days prior written notice.
(b) Termination. Either party may terminate this
Agreement at any time upon thirty (30) days prior
written notice if the other party is in breach of any
material provision of this Agreement, if such breach is
not cured within such thirty (30) day period. This
Agreement shall terminate automatically with no
further action by either party if: (i) the License or
Maintenance Agreement terminates for any reason; (ii)
either party files a voluntary petition for protection
under the bankruptcy laws of the United States or a
similar state statute; (iii) an involuntary petition for
bankruptcy is filed against a party and such petition is
not dismissed within sixty (60) days; or (iv) a receiver,
trustee or similar entity is appointed for a party, or a
party makes a general assigrnnent for the benefit of
creditors.
(c) Effect of Termination. Upon termination of this
Agreement because of a breach by Company, Trend
Micro's obligation to provide the services under this
Agreement shall immediately cease. Upon
termination, the Company shall destroy or return any
material containing Trend Micro's Intellectual property
or information proprietary to Trend Micro.
13. Fees. Company will pay Trend Micro (or an
Authorized Reseller) the applicable annual Priority
Advantage Support fees for the first year of this
Agreement on or before the Effective Date. Fees for
all subsequent one year renewal terms shall be due on
or before the anniversary of the Effective Date. Any
other sums payable by the Company under this
Agreement are due within thirty (30) days of Trend
Micro's invoice. Trend Micro reserves the right to
modifY the annual fees due after the first one year term
of this Agreement.
14. Limited Warranty.
(a) Limited Warranty. Trend Micro warrants that
that it has the right to enter into this Agreement and
that it will carry out the services to be performed under
this Agreement in a professional manner with
reasonable skill and care. SUBJECT TO THE
FOREGOING, TillS WARRANTY IS
EXCLUSIVE AND IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, WITH
RESPECT TO THE SERVICES PROVIDED
UNDER TillS AGREEMENT. TREND MICRO
EXPRESSLY EXCLUDES ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION,
WARRANTIES RELATED TO THE
PERFORMANCE, QUALITY OR FITNESS FOR
ANY PARTICULAR PURPOSE OF THE TREND
PRODUCTS OR THE SERVICES HEREUNDER.
(b) Exclusive Remedy. Trend Micro's liability for
5
any breach of this Agreement, including any liability
for consequential loss or damage which Company may
suffer or incur, shall be limited to supplying the
services again or the payment of the cost of having the
services supplied again.
15. Limitation of Liability. IN NO EVENT SHALL
TREND MICRO BE LIABLE FOR ANY
INDIRECT, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES (INCLUDING
WITHOUT LIMITATION, LOST OR
CORRUPTED DATA, LOST PROFITS OR
SAVINGS, LOSS OF BUSINESS OR OTHER
ECONOMIC LOSS) ARISING OUT OF OR
RELATED TO TillS AGREEMENT OR THE
SERVICES PROVIDED HEREUNDER,
WHETHER OR NOT TREND MICRO HAS BEEN
ADVISED OR KNEW OF THE POSSIDILITY OF
SUCH DAMAGES, AND REGARDLESS OF THE
NATURE OF THE CAUSE OF ACTION OR
THEORY ASSERTED. TREND MICRO'S
MAXIMUM LIABILITY TO COMPANY
ARISING FROM OR RELATING TO TillS
AGREEMENT SHALL BE LThfiTED TO THE
AMOUNT THE COMPANY PAID FOR THE
SERVICES UNDER TillS AGREEMENT.
16. General.
(a) Assignment. Trend Micro may assign or
subcontract some or all of its support service
obligations under this Agreement to qualified t1rird
parties, provided that no such assignment or
subcontract shall relieve Trend Micro of its obligations
under this Agreement. The Company shall not sell,
transfer, or assign this Agreement without the prior
written consent of Trend Micro, except in the course of
assigning the License or Maintenance Agreement(s) to
the extent such agreements permit assignment. Any
act in derogation of the foregoing shall be null and
void. This Agreement shall benefit and be binding
upon the parties to this Agreement and their respective
permitted successors and assigns.
(b) Waiver/Severablility. The waiver or failure of
either party to exercise in any respect any right
provided for in this Agreement shall not be deemed a
waiver of any further right under this Agreement. If
any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, the
remaining provisions ofthis Agreement will remain in
full force and effect.
(c) Governing Law. This Agreement and any
disputes arising out of, or related to, this Agreement,
its termination or the relationship of the parties will be
governed by and construed in accordance with the laws
of the State of California, excluding its conflict of laws
principles.
(d) Force Majeure. Neither party shall be held liable
for failure to fulfill its obligations under this
Agreement, if the failure is caused by flood, extreme
weather, fire, or other natural calamity, acts of a
governmental agency, acts of terrorism or war, or
similar causes beyond the control of such party, and
the term for performance shall be increased to a
reasonable period oftime.
(e) Amendment. This Agreement may be modified
only through a wtitten instrnment signed by both
parties.
(I) Entire Agreement. This Agreement represents
the complete agreement and understanding of the
parties with respect to the subject matter herein, and
supersedes any other agreement or understanding,
written or oral, including the terms and conditions of
Company's purchase order for the services provided
herein which shall not be binding.
End of Terms and Conditions
SCHEDULE 1
SERVICE AND CONTACT INFORMATION
6
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1. Effective Date:
2. Initial Period:
3. Level of Support Services: Priority Priority Advantage
Price: $ $
4. Product( s) to be supported:
5.
Equipment
Operating System
Location
6. Number of TAMs (contact details will be provided by Trend)
7. Customer Support / Development Manager: Title:
Tel No. / Mobile No :
Pager No. :
E-Mail:
8. Authorized Contacts:
Title:
(1) Tel No. / Mobile No :
Pager No. :
E-Mail :
Title:
(2) Tel No. / Mobile No :
Pager No. :
E-Mail:
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