11/22/2016 AgreementCounty of Monroe
Ile Florida Keys
Monroe County
Board of County Commissioners
Office of the County Administrator
The Historic Gato Cigar Factory
1100 Simonton Street, Suite 205
Key West, FL 33040
(305) 292 -4441 — Phone
(305) 292 -4544 - Fax
MEMORANDUM
BOARD OF COUNTY COMMISSIONERS
Mayor George Neugent, District 2
Mayor Pro Tern David Rice, District 4
Heather Carruthers, District 3
Danny L. Kolhage, District 1
Sylvia J. Murphy, District 5
TO: Cheryl Robertson — Executive Assistant
FROM: Lindsey Ballard, Aide to County Administrator
DATE: December 1, 2016
SUBJECT: Small Contracts approved at 11/22/2016 BOCC Meeting.
Item S15 Ratification of four small contracts; Zoom Video in the amount of $3,496.00, Sands of the
Keys in the amount of $7,460.28; Xerox in the amount of $17,354.04 and Canon Financial Services in the
amount of $4,000.00 signed by the County Administrator.
These are small contracts that are for your records only.
Enclosures:
Zoom Video — 1 Copy
Sands of the Keys — 1 Copy
Xerox — 1 Copy
Canon Financial Services — 1 Copy
Thank you,
Lindsey
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zoom
Order Form Number: Q045870
Subject: Quote for Monroe County -CRC's
Valid Until: 10/28/2016
Billed To
Subscriber: Monroe County
Contact Name:Alan MacEachern
1200 Truman Ave Suite 211
Key West, FL
33040, United States
Email Address: maceachern -alan @monroecounty -fl.gov
Phone:(305) 295 -5113
Order Start Date: 10/28/2016
Initial Subscription Term: 12 Month
Renewal Subscription Term: 12 Month
Auto Renew: Yes
New Order Form
Zoom Video Communications Inc.( "Zoom ")
55 Almaden Blvd, 6" Floor
San Jose, CA
Email: Help @Billing.zoom.us
Delivered To
Subscriber: Monroe County
Contact Name:Alan MacEachern
1200 Truman Ave Suite 211
Key West, FL
33040, United States
Email Address: maceachern -alan @monroecounty -fl.gov
Phone: (305) 295 -5113
Billing Method: Email
Payment Method: Other
Payment Term: Net 30
Audio Conferencing Pay As You Go
Month
$1.00
Cloud Recording Pay As You Go
Month
1
$0.00
$0.00
Cloud Recording Pay As You Go - Usage
Month
$10.00
300 Participants meeting Annual
Annual
1
$0.00
$0.00
Room Connector Annual
Annual
3
$499.00
$1,497.00
Room Connector Annual
Annual
1
$0.00
$0.00
$ 0.00
$3,496.00
First Payment. $3.496.00
Monthly Recurring Payment, if any: $ 0.00 (Starting From The Second Month)
Annual Recurring Payment, if any: $3,496.00 (At the beginning of the Second Year)
soectaf Rotes: 10 Business Licenses + 3 CRCs prepaid annually with Net 30 terms. Large meeting 300 + 1 CRC free, in perpetuity, contingent
upon the same or higher level of service and signing by 10131116.
Other:
Named Host - means any licensed host who may host an unlimited number of meetings, one meeting at a time during the Term using the Service Any meetng will
have at least one Named Host Unless Customer has purchased an extended capacity, the number of participants (participants do not require a license) will not
exceed 50 per meeting Named Most license may not be shared or used by anyone other than the individual to whom the Named Host license is assigned
Feat - The fees for the Services if any, are described in the Order Form. The actual fees may also include overage amounts or per use charges in addition to the fees
in the Order, if such uses higher than the amounts described in the Order, and you agree to pay these amounts or charges if you incur them. Invoicing for Services
beg ns on the first day that the services available for use by the Subscriber and monthly thereafter for the duration Term, except for annual pre -pay option which is
invoiced once in the first month of the annum tern Commitments not utilized by the Subscriber during the month for which they are committed may not be carried
forward into any subsequent month or term
Professional Services, if purchased, will be presented in a separate Order Form
Accepted and agreed as of the date specUled below by the authorized representative of Subscriber
Signature:
Print Name:
Effective Date:
PO # (If Applicable):
VAT # (if Applicable):
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM:
CHRISTINE M. LIMBERT•BARROWS
ASSIST NT �COUNTY ATTORNEY
Date
ZOOM TERMS OF SERVICE
IMPORTANT, READ CAREFULLY: YOUR USE OF AND ACCESS TO THE WEBSITE AND
PRODUCTS AND SERVICES AND ASSOCIATED SOFTWARE (COLLECTIVELY, THE
"SERVICES ") OF ZOOM VIDEO COMMUNICATIONS, INC. ( "ZOOM ") IS CONDITIONED UPON
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selected or initiated. "You" refers to the individual who is using or accessing the Services or is
registered and /or has provided his or her credit card or other payment mechanism for the Services
either directly with Zoom or through a third party or, if an individual is purchasing the Services on
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international copyright treaties, as well as other intellectual property laws and treaties.
1. SERVICES. Zoom will provide the Services in accordance with this Agreement. If You order
Services through an on -line registration page or an order form (an "Order Form "), the Order Form
may contain additional terms and conditions and information regarding the Services you are
ordering. Unless otherwise expressly set forth in any such additional terms and conditions applicable
to the specific Service which You choose to use, those additional terms are hereby incorporated into
this Agreement in relation to Your use of that Service. Zoom may at its sole discretion, discontinue
the Services or modify the features of the Services from time to time without prior notice. Use of the
Services requires one or more compatible devices, Internet access (fees may apply), and certain
software (fees may apply), and may require obtaining updates or upgrades from time to time.
Because use of the Services involves hardware, software, and Internet access, Your ability to use
such Services may be affected by the performance of these factors. High speed Internet access is
recommended. You acknowledge and agree that such system requirements, which may be changed
from time to time, are Your responsibility. The following defined terms may appear in Your Order
Form:
• "Host" means an individual who can schedule and start Meetings. Every Meeting will have
one Host.
• "Initial Subscription Term" means the initial subscription term for a Service as specified in an
Order Form.
• "Meeting" means a Zoom meeting.
• "Named Host" means an identified employee or contractor of Customer to whom Customer
gives the right to host Meetings. A Named Host may host an unlimited number of Meetings,
but only one Meeting at a time. A Named Host license may not be shared or used by anyone
other than the individual licensed to be a Named Host.
• "Order Start Date" means the date an Initial Subscription Term begins as specified in an
Order Form.
• "Participant" means an individual, other than the Host, who participates in a Meeting.
• "Renewal Term" means the renewal subscription term for a Service commencing after the
Initial Subscription Term or another Renewal Term as specified in an Order Form.
2. RESPONSIBILITY FOR REGISTRATION INFORMATION AND CONTENT OF YOUR
COMMUNICATIONS. You may be required to provide information about Yourself in order to register
for and /or use certain Services. You agree that any such information shall be accurate. You may
also be asked to choose a user name and password. You are entirely responsible for maintaining
the security of Your user name and password and agree not to disclose such to any third party. You
agree that You are solely responsible for the content ( "Content ") sent by You or displayed or
uploaded by You in using the Services. You agree that You will not use the Services in a manner
that violates applicable law, including but not limited to anti -spam, export control, privacy, and anti-
terrorism laws and regulations and laws requiring the consent of subjects of audio and video
recordings. You further agree not to use the Services to communicate any message or material that
is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of
any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or
encourages conduct that could constitute a criminal offense, under any applicable law or regulation.
You further agree not to provide material support or resources (or to conceal or disguise the nature,
location, source, or ownership of material support or resources) to any organization(s) designated by
the United States government as a foreign terrorist organization pursuant to section 219 of the
Immigration and Nationality Act. You further agree not to upload or transmit any software, Content or
code that does or is intended to harm, disable, destroy or adversely affect performance of the
Services in any way or which does or is intended to harm or extract information or data from other
hardware, software or networks of Zoom or other users of Services. Recognizing the global nature of
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sole discretion, is suspected of violating this provision, including without limitation, reporting You to
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responsible for any Content in violation of this provision, Zoom may delete any such Content of
which Zoom becomes aware, at any time without notice to You. You retain copyright and any other
rights You already hold in Content which You submit, post or display on or through, the Services.
You understand and agree that by displaying, exchanging or uploading Content to a Zoom website,
transmitting Content using the Services, or otherwise providing Content to Zoom, You automatically
grant (and warrant and represent You have a right to grant) to Zoom a world -wide, royalty -free,
sublicensable (so Zoom affiliates, contractors, resellers and partners can deliver the Services)
perpetual, irrevocable license to use, modify, publicly perform, publicly display, reproduce and
distribute the Content in the course of offering the Services to You and others with whom you are
sharing Content using the Services.
3. RESPONSIBILITY FOR CONTENT OF OTHERS. It is possible that other users of the Services
( "Users ") may violate one or more of the above prohibitions. Zoom assumes no responsibility or
liability for such violation. If You become aware of any violation of this Agreement in connection with
use of the Services by any person, please contact Zoom at violation @zoom.us. Zoom may
investigate any complaints and violations that come to it's attention and may take any action that it
believes is appropriate, including, but not limited to issuing warnings, removing the content or
terminating accounts and /or User profiles. However, because situations and interpretations vary,
Zoom also reserves the right not to take any action. Under no circumstances will Zoom be liable in
any way for any data or other content viewed while using the Services, including, but not limited to,
any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a
result of the use of, access to, or denial of access to any data or content. If at any time You are not
happy with the Services, Your sole remedy is to cease using the Services.
4. ELIGIBILITY. You affirm that You are of legal age and are otherwise fully able and competent to
enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in
this Agreement, and to abide by and comply with this Agreement. Although we cannot absolutely
control whether minors gain unauthorized access to the Services, access may be terminated without
warning if we believe that You are underage or otherwise ineligible.
5. CHARGES. You agree that Zoom may charge to Your credit card or other payment mechanism
selected by You and approved by Zoom ( "Your Account ") all amounts due and owing for the
Services, including Service fees, set up fees, subscription fees, or any other fee or charge
associated with Your Account. Zoom may change prices at any time, including changing from a free
service to a paid service and charging for Services that were previously offered free of charge;
provided, however, that Zoom will provide you with prior notice and an opportunity to terminate Your
Account if Zoom changes the price of a Service to which you are subscribed and will not charge you
for a previously free Service unless you have been notified of the applicable fees and agreed to pay
such fees. You agree that in the event Zoom is unable to collect the fees owed to Zoom for the
Services through Your Account, Zoom may take any other steps it deems necessary to collect such
fees from You and that You will be responsible for all costs and expenses incurred by Zoom in
connection with such collection activity, including collection fees, court costs and attorneys' fees.
You further agree that Zoom may collect interest at the lesser of 1.5% per month or the highest
amount permitted by law on any amounts not paid when due.
6. LIMITATIONS ON USE. The Services may be used for internal business or consumer purposes
only. You will not reproduce, resell, or distribute the Services or any reports or data generated by the
Services for any purpose unless You have been specifically permitted to do so under a separate
agreement with Zoom. You will not offer or enable any third parties to use the Services purchased by
You, display on any website or otherwise publish the Services or any Content obtained from a
Service (other than Content created by You) or otherwise generate income from the Services or use
the Services for the development, production or marketing of a service or product substantially
similar to the Services. You shall not engage in any activity or use the Services in any manner that
could damage, disable, overburden, impair or otherwise interfere with or disrupt the Services, or any
servers or networks connected to the Services or Zoom's security systems.
7. PROPRIETARY RIGHTS. Zoom and /or its suppliers, as applicable, retain ownership of all
proprietary rights in the Services and in all trade names, trademarks, service marks, logos, and
domain names ( "Zoom Marks ") associated or displayed with the Services. You may not frame or
utilize framing techniques to enclose any Zoom Marks, or other proprietary information (including
images, text, page layout, or form) of Zoom without express written consent. You may not use any
meta tags or any other "hidden text" utilizing Zoom Marks without Zoom's express written consent.
8. COPYRIGHT. You may not post, modify, distribute, or reproduce in any way copyrighted material,
trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of
the owner of such proprietary rights. Zoom may deny access to the Services to any User who is
alleged to infringe another party's copyright. Without limiting the foregoing, if You believe that Your
copyright has been infringed, please provide Zoom's Copyright Agent with the following information:
(i) an electronic or physical signature of the person authorized to act on behalf of the owner of the
copyright interest; (ii) a description of the copyrighted work that You claim has been infringed; (iii) a
description of where the material that You claim is infringing is located on the Services; (iv) Your
address, telephone number, and email address; (v) a written statement by You that You have a good
faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a
statement by You, made under penalty of perjury, that the above information in Your notice is
accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
Zoom's Copyright Agent for notice of claims of copyright infringement can be reached as follows:
email: copyright @zoom.us; regular mail: Zoom, 55 Almaden Boulevard, 6th Floor, San Jose, CA
95113. In the event Your content is removed pursuant to this process, You will receive information
on how to file a counter - notice. Notices and counter - notices are legal notices distinct from regular
Service activities or communications. As such, they are not subject to Zoom's Privacy Policy. This
means Zoom may publish or share them with third parties at our discretion, and Zoom may produce
them pursuant to a legal discovery request.
9. TERMINATION. The Zoom website contains information on how to terminate Your Account. If you
have purchased a Service for a specific term, such termination will be effective on the last day of the
then - current term. Your Order Form may provide that a Renewal Term will begin automatically
unless either party provides notice of termination at least thirty (30) days prior to the commencement
of the next Renewal Term. If You fail to comply with any provision of this Agreement, Zoom may
terminate this Agreement immediately and retain any fees previously paid by You. Sections 2
through 15, inclusive, shall survive any termination of this Agreement. Upon any termination of this
Agreement, You must cease any further use of the Services and destroy any copies of associated
software within Your possession and control. You will not destroy or attempt to harm any Services or
associated software on Zoom's servers or Zoom's network.
10. EXPORT RESTRICTIONS. You acknowledge that the Services, or portion thereof may be
subject to the export control laws of the United States. You will not export, re- export, divert, transfer
or disclose any portion of the Services or any related technical information or materials, directly or
indirectly, in violation of any applicable export law or regulation.
11. INJUNCTIVE RELIEF. You acknowledge that any use of the Services contrary to this
Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials
related to the Services, may cause irreparable injury to Zoom, its affiliates, suppliers and any other
party authorized by Zoom to resell, distribute, or promote the Services ( "Resellers "), and under such
circumstances Zoom, its affiliates, suppliers and Resellers will be entitled to equitable relief, without
posting bond or other security, including, but not limited to, preliminary and permanent injunctive
relief.
12. NO WARRANTIES. YOU UNDERSTAND AND AGREE THAT THE SERVICES ARE
PROVIDED "AS IS" AND ZOOM, ITS AFFILIATES, SUPPLIERS AND RESELLERS EXPRESSLY
DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT
LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE OR NON - INFRINGEMENT. ZOOM, ITS AFFILIATES, SUPPLIERS AND RESELLERS
MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE
OBTAINED FROM THE USE OF THE SERVICES, REGARDING THE ACCURACY OR
RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT THE
SERVICES WILL MEET ANY USER'S REQUIREMENTS, OR BE UNINTERRUPTED, TIMELY,
SECURE OR ERROR FREE. USE OF THE SERVICES IS AT YOUR SOLE RISK. ANY MATERIAL
AND /OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICES IS AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF THE SERVICES. THE ENTIRE
RISK ARISING OUT OF USE OR PERFORMANCE OF THE SERVICES REMAINS WITH YOU.
ZOOM DOES NOT ASSUME ANY RESPONSIBILITY FOR RETENTION OF ANY USER
INFORMATION OR COMMUNICATIONS BETWEEN USERS. ZOOM CANNOT GUARANTEE AND
DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. USE IS AT
YOUR OWN RISK. You agree to indemnify, defend and hold harmless Zoom, its affiliates, officers,
directors, employees, consultants, agents, suppliers and Resellers from any and all third party
claims, liability, damages and /or costs (including, but not limited to, attorneys' fees) arising from Your
use of the Services, Your violation of this Agreement or the infringement or violation by You or any
other user of Your account, of any intellectual property or other right of any person or entity. Without
limiting the foregoing, the Services are not designed or licensed for use in hazardous environments
requiring fail -safe controls, including without limitation operation of nuclear facilities, aircraft
navigation /communication systems, air traffic control, and life support or weapons systems. Without
limiting the generality of the foregoing, Zoom, its affiliates, suppliers and Resellers specifically
disclaim any express or implied warranty of fitness for such purposes.
13. PRIVACY. Use the Services is also subject to Zoom's Privacy Policy, a link to which is located at
the footer on Zoom's website, and which is incorporated into this Agreement by this reference.
Additionally, You understand and agree that Zoom may contact You via e -mail or otherwise with
information relevant to Your use of the Services, regardless of whether You have opted out of
receiving such notices. You also agree to have Your name and /or email address listed in the header
of certain communications You initiate through the Services.
14. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
IN NO EVENT WILL ZOOM OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE LIABLE FOR
ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER
SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT
OR ANY OTHER LEGAL THEORY, EVEN IF ZOOM, ITS AFFILIATES, SUPPLIERS OR
RESELLERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE,
ZOOMS, ITS AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY
AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS
AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE
SERVICES (IF ANY) IN THE TWELVE (12) MONTHS PRECEDING THE EVENT OR
CIRCUMSTANCES GIVING RISE TO SUCH CLAIMS. Because some states and jurisdictions do not
allow the exclusion or limitation of liability, the above limitation may not apply to You.
15. MISCELLANEOUS
15.1 Choice of Law and Forum. This Agreement shall be governed by and construed under the
laws of the State of California, U.S.A., as applied to agreements entered into and to be performed in
California by California residents. The parties consent to the exclusive jurisdiction and venue of the
state courts located in and serving Santa Clara County, California and the federal courts in the
Northern District of California.
15.2 Waiver and Severability. Failure by either party to exercise any of its rights under, or to
enforce any provision of, this Agreement will not be deemed a waiver or forfeiture of such rights or
ability to enforce such provision. If any provision of this Agreement is held by a court of competent
jurisdiction to be illegal, invalid or unenforceable, that provision will be amended to achieve as nearly
as possible the same economic effect of the original provision and the remainder of this Agreement
will remain in full force and effect.
15.3 General Provisions. This Agreement embodies the entire understanding and agreement
between the parties respecting the subject matter of this Agreement and supersedes any and all
prior understandings and agreements between the parties respecting such subject matter, except
that if You or Your company have executed a separate written agreement or you have signed an
order form referencing a separate agreement governing your use of the Services, then such
agreement shall control to the extent that any provision of this Agreement conflicts with the terms of
such agreement. Zoom may elect to change or supplement the terms of this Agreement from time to
time at its sole discretion. Zoom will exercise commercially reasonable business efforts to provide
notice to You of any material changes to this Agreement. Within five (5) business days of posting
changes to this Agreement, they will be binding on You. If You do not agree with the changes, You
should discontinue using the Services. If You continue using the Services after such five- business-
day period, You will be deemed to have accepted the changes to the terms of this Agreement. In
order to participate in certain Services, You may be notified that You are required to download
software and /or agree to additional terms and conditions. Unless expressly set forth in such
additional terms and conditions, those additional terms are hereby incorporated into this Agreement.
This Agreement has been prepared in the English Language and such version shall be controlling in
all respects and any non - English version of this Agreement is solely for accommodation purposes.
All notices or other correspondence to Zoom under this Agreement must be provided to the email
address set forth in Section 9 above, or other contact information as provided by Zoom for such
purpose. Any and all rights and remedies of Zoom upon Your breach or other default under this
Agreement will be deemed cumulative and not exclusive of any other right or remedy conferred by
this Agreement or by law or equity on Zoom, and the exercise of any one remedy will not preclude
the exercise of any other. The captions and headings appearing in this Agreement are for reference
only and will not be considered in construing this Agreement.
First Payment: $3,496.00
Monthly Recurring Payment, if any: $ 0.00 (Starting From The Second Month)
Annual Recurring Payment, if any: $3,496.00 (At the beginning of the Second Year)
Other Terms & Notes
Special Notes: 10 Business Licenses + 3 CRC's prepaid annually with Net 30 terms. Large meeting 300 + 1 CRC free, in perpetuity, contingent
upon the same or higher level of service and signing by 10/31/16.
Other:
Named Host - means any licensed host who may host an unlimited number of meetings, one meeting at a time, during the Term using the Service. Any meeting will
have at least one Named Host. Unless Customer has purchased an extended capacity, the number of participants (participants do not require a license) will not
exceed 50 per meeting. Named Host license may not be shared or used by anyone other than the individual to whom the Named Host license is assigned
Fees - The fees for the Services, if any, are described in the Order Form. The actual fees may also include overage amounts or per use charges in addition to the fees
in the Order, K such use is higher than the amounts described in the Order, and you agree to pay these amounts or charges K you incur them. Invoicing for Services
begins on the first day that the service is available for use by the Subscriber and monthly thereafter for the duration Term, except for annual pre -pay option which is
invoiced once in the first month of the annual term. Commitments not utilized by the Subscriber during the month for which they are committed may not be carried
forward into any subsequent month or term.
Professional Services, if purchased, will be presented in a separate Order Form.
Accepted and agreed as of the da spec ified below by the authorized representative of Subscriber
Signature:
Print Name:
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Effective Date:
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PO # (If Applicable):
VAT # (If Applicable):
MONROE COUNTY ATTORNEY
APPROVED AS TO FORM:
CHRISTINE M. LIMBERT- BARROWS
ASSIST NT C ATTORNEY
Date �► J