Loading...
Item C06 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: 04/19. 20 2000 Division: Public Works Bulk Item: Yes -----X- No Department: Facilities Maintenance AGENDA ITEM WORDING: Approval and authorization to renew contract with Siemens Building Technologies, Inc., and authorization for Mayor to execute same. ITEM BACKGROUND: Siemens Building Technologies, Inc. performs the testing, certification, and maintenance of the Monroe County Detention Center fire alann system, building automation system and smoke control system; the Sheriff's Administration Building fire alann system and building automation system; and the Courthouse Annex fire alann system, in the amount of $66,356.00 per year. The current contract agreement with Siemens Building Technologies, Inc. expires on May 31, 2000. In accordance with Section III, Article 3.12 of said agreement, the County exercises its option to renew. PREVIOUS RELEVANT BOCC ACTION: On May 13,1998, BOCC granted approval and authorized execution of a contract with Siemens Building Technologies, Inc., in the amount of $66,356.00 annually, and on April 14, 1999, BOCC granted approval and authorized execution ofa Renewal Agreement. STAFF RECOMMENDATION: Same as stated above, TOTAL COST: $66.356.00 BUDGETED: Yes X Account # 101-20505-530-340 NO Cost to County: $66.356.00 REVENUE PRODUCING: YES NO l AMOUNT PER MONTH YEAR Item Prepared b . OMBlPurchasing _ Risk Management APPROVED BY: DIVISION DIRECTOR APPROVAL: DOCUMENTATION: Included -----X- To follow Not required AGENDA ITEM # ~ DISPOSITION: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS Contract Manager: ~ &~/'nb7~ (Name) ~,o / for HOeC meeting on ~/ ~/ .12J::) ~5~' (Ex!.) (Jrrl!'e-l; A.Jv' (Deparlment) Agenda Deadline: /~/ ~O CONT~T COSTS Total Dollar Value of Contract: $~~ Ja ~ Current Year Portion: ~ ):2 J It _ ~ Budgeted? Yes V No Account Codes:~-~,os -,,'5:"~-l~'O- . Grant: $ County Match: $ Estimated Ongoing Costs: $ (Not included in dollar value above) ADDITIONAL COSTS /yr For: (cg. mainlenance, utilities, janilorial, salaries, ele.) Date In Date Out ~ 3 II/If!) Division Director -.11 J!1J/iL ( ) Risk Management :2J LJ oQ ( ...3 I '6 I Go --- ~nty Atti~ ~I ~JOJ:J ( ( ?3~ ~/210D ( (~ 3/2) B-V O.M.B.lPur lasing Comments : OM13 Form Revised 1l/24195 Mep H2 RENEWAL AGREEMENT (Certification, Maintenance, and Testing Service Agreement for the following: I) Detention Facility Fire Alarm System, Building Automation System & Smoke Control System; 2) Sheriffs Administration Building Fire Alarm System and Building Automation System; and, 3) Courthouse Annex Fire Alarm System in Monroe County Florida.) THIS RENEWAL AGREEMENT is made and entered into this 19 th day of April, 2000, between the COUNTY OF MONROE and SIEMENS BUILDING TECHNOLOGIES, INC. f/k1a Landis & Staefa, Inc. in order to renew the original agreement between the parties dated May 13, 1998, as renewed on April 14, 1999 (a copy of which is incorporated hereto by reference) ; as follows: 1. In accordance with Section Three 3.12 of the May 131\ 1998 agreement, the County exercises its option to renew that Agreement for an additional year. 2. Payment by the County to Siemens BuildingTechnologies, Inc. for the services provided remains at $66,356.00 per year. 3. The term of the renewed agreement will commence on June 1,2000 and terminate on May 31, 2001. 4. In all other respects, including the amount of compensation due to Siemens Building Technologies, Inc. the May 13, 1998 original agreement between the parties remains in full force and effect. IN WITNESS THEREOF, parties have hereunto set their hands and seal, the day and year first written above. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA (SEAL) BY: Attest: DANNY L. KOLHAGE, CLERK BY: Deputy Clerk SIEMENS BUILDING TECHNOLOGIES, INC. BY: Witness Witness ; r (-.-- RENEW AL AGREEMENT (eel t i1ical ion, Maintcnancc, and Tcsting Scrvice Agreement for the following: I) Detention I:ncility Fire Alarm Systcm, Building Automation System & Smoke Control System; 2) Sherifrs Adminislrntion Building Fire Alarm System and Building Automation System; and, 3) Courthouse Annex Fire Alarm Systcm in Monroe County Florida.) TIllS RENEWAL AGREEMENT 1:-- made and entered into this 14th day of April, 1999, between the COUNTY OF MONROE and SIEMENS BUILDING TECHNOLOGIES, INC. flk/a Landis & Staefa, Inc. in order to renew the original agreemcnt bctwcen the parties dated May 13, 1998 as follows: I. In accordancc with Section Three 3.12 of the May 13th, 1998 agreemcnt, the County exercises its option to renew that Agreement for an additional year. 2. Payment by the County to Siemens BuildingTecImologies, Inc. for thc services provided remains at $66,356.00 per year. 3. The tenn of the renewed agreement will commence on June 1, 1999 and terminate on May 31, 2000. 4. In all other respects, including the amount of compensation due to Siemens Building Technologies, Inc. the May 13, 1998 original agreement between the parties remains in full force and effect. ,. 4!; 1 WITNESS TI-! ~. ~: .)i~~. have hereunto set their hands and seal, the duy and ,~~~ written J~)~'~~b\;ff~'" ~'~'>J . .?t~ \ \~.... :1: BOARD OF COUNTY COMMISSIONERS OF MONROE ?\ -,/ ~(' .\! -, COUNTY, FLORIDA ...... ~1.t:'~'"\"""J .,,~ .~;:- ;:.~j ._"" , . \<. ". :..~;. ~:. ~.;" . - ..-:....:/ -.,.' c... , BY: ~~ BY: 0k6~ L-( .JG -q4 D I ) (r ,'( ( /11,l r' f\ j e.,- ,. . ( \ (' SECTION THHEE CONTRACT AGREEMENT Tllis agreement, made and entered into this 13 day of May, 1998, A.D., by and between Monroe County, Florida, party of the first part (hereinafter som.~ti es called the "Owner"), and Landis & Staefa, Inc., party of the second part (hereinafter sometimes called the "Contractor" . WI TNESSED: Tha t the par Lies hereto, for the cons idera t ion hereinafter set forth, mutually agree as follows: 3.01 SCOPE OF WORK i The Contractor shall furnish all labor, mater~als, equipment, machinery, tools, ,apparatus, and transportation and perform all of the work described in the Specification entitled: , CERTIFICATION, l"iAINTENANCE, AND TES'rING SEHVICE AGREEMENT DE1'ENTION FACILITY Fire Alarm System Building Automation System Smoke Control System SHERIFF'S ADMINISTRATION BUILDING Fire Alarm System Building Automation System C'oURTHOUSE ANNEX Fire Alarm System MONROE COUNTY, KEY WEST, FLORIDA and ,his ,bid dated April 16'1. 1998, attached hereto and incorporated as part of this contract document, and shall do ~' everything required by this Contract and other Contract Documents. 3.02 THE CONTRACT DOCUMENTS a) The Contract Documents consist of this Contract Agreement, the Request for Bids, the Specification Package, the Insur- ance/Indemnification/Hold Harmless Documents, the Non-Collu- sion Affidavit, the Drug-Free Work Place Form, and the Ethics Clause. These form the Contract, and all are as fully a part of the Contract as if attached to this Agreement or repeated herein. b) In cases of conflict within the described Contract Documents in Article 1 of this Form of Agreement, the order of prece- dence shall be as follows: \-1 ( r ] . 'I'll i s Contract. ^<Jn~l~nH~IlL 2. Specification Package 3. Requests for Bids 4. Insurance/Indemnification/Hold Harmless Documents 5. Non-Collusion Affidavit 6. Drug Free Workplace Form 7. Ethics Clause 3.03 ASSURANCE AGAINST DIsrRIMINATION The CONTRACTOR shall not discriminate against any. person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or pny other area affecting employment under this agreement 9r with the provision of services or goods.under this agreement. 3.04 ASSIGNMENT i i a) The CON'I'RACTOR sha 11 not ass ign th is agreement, except in writing and with the prior written approval of the OWNER and CONTRACTOR, which approval shall be subject to such conditions and prov i s ions as the OWNER and CONTRACTOR deem necessary. This agreement shall be incorporated by reference into any assignment and any assignee shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any obligation upon the OWNER in addi tion to the total agreed-upon price of the services/goods of the CONTRAC- TOR. ' b) CON1'RACTOR sha 11 not employ any Subcontractor, Suppl ier or other person or organization, whether initially or as a substitute, against whom OWNER may have reasonable objection. CONTRACTOR shall not be required to employ any Subcontractor, Supplier or other person or organization to furnish to perform any of the Work against whom CONTRACTOR has reasonable objection. 3.05 COMPLIANCE WITH LAW In providing all services/goods pursuant to this agreement, the CONTRACTOH. shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such serv ices, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall consti tute a material breach of this agreement and shall enti tIe the OWNER to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1-2 ( r .l.O(1 LA130H, MATERIALS AND EQUIPMEN'f: (I) CONTHACTOH shall provide competent, suitably qualified personnel to perform the Work as required by the Contract Documents. CONTRACTOR shall at all times maintain good disci- pline and order at the facility. b) All materials and equipment shall be of good quality and new, except as otherwise provided in the Contract Documents. If required by the OWNER, CONTRACTOR shall furnish satisfactory evidence (including reports of required tests) :as to the kind and quality of materials and equipment. Original invoices will be submitted to the OWNER for reimbursement. All materials and equipment shall be applied, ins~alled, connect- ed, erected, used, cleaned and conditioned in 'accordance with the instructiGns of the applicable Supplier except as other- wise provided in the Contract Documents. . c) The O\-JNER is tax exempt and reserves- the right to purchase directly various materials and equipment that may be a part of the CONTHACT. I f the OWNER elects to make a particular purchase, the Director of Facilities Maintenance, Public Works Division, will act as a purchasing agent for the OWNER. The OWNER will, via a Purchase Contract, purchase the materials and equipment, and the Contractor shall assist the Director of Facilities Maintenance, Public Works Division in the preparation of these Purchase Contracts. d) Independent Contractor Status and Compliance Immigration Reform and Control Act of 1986. with the At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of the OWNER. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the OWNER. The CONTRACTOR acknowledges that it is responsible for complying with the provisions of the Immigration Reform and Control Act of 1986, located at 8 V.S.C. Section 1324, et seq" and regulations relating thereto. Failure to comply with the above provisions of this contract shall be considered a material breach and shall be grounds for immediate termination of the contract. e) The OWNER designates the Director of Facilities Maintenance, Publ ic Works Divis ion, to function as Contract Manager I who shall be responsible for enforcing performance of the Contract terms and condi tions, serve as liaison wi th the contractor, and approve all invoices prior to payment. I-I ( 3.07 SAFETY AND PROTECTION a ) CON'l'HACTOH shall be I (~spunsible [or inilialing, and supervising all safety precautions and connection with the Work. CONTRACTOR shall take precautions for the safety of, and shall provide protection to prevent damage, injury or loss to: maintaining programs in all necessary the necessary 1) a 11 employees on tlw Work and other persons and organizations who may be affected thereby; 2) all the Work and materials and equipment to be incorporated therein, whether in storage on or off the site; and 3) other property at the site or adjacent thGreto, including trees, shrubs, lawns, walks, pavements, roadways, structures, utilities and underground facilities not designated for n~lIloval, relocation or replacement in the course of construction. b) CONTRACTOR shall comply with all applicable Laws and Regulations of any public body having jurisdiction for t.he safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safeLy and protection. c) The CONTRACTOR shall notify owners of adjacent property and of underground facilities and utility owners when prosecution of the Work may affect them, and shall cooperate wit.h them in the protection, removal, relocation and replacement of their property. All dama~e, injury or loss to any property~ directly or indirectly, in whole or in part, by CONTRACTOR; any subcontractor, supplier or any other person or organization directly or indirectly employed by any of them to perform or furnish any of the Work or anyone for whose acts any of them may be liable, shall be remedied by CONTRACTOR (except damage or loss attributable to the acts or omissions of OWNER or anyone employed by OWNER whose acts may be liable, and not attributable, directly or indirectly, in whole or in part, to the fault or negligence of CONTRACTOR). 3.08 EMERGENCIES In emergencies affecting the safety or protection of persons or the Work or property at the site or adjacent thereto, CONTRACTOR, without. special instruction or authorization from OWNER, is obli- gated to act to prevent threatened damage, injury or loss. CON- TRACTOR shall give OWNER prompt written notice if CONTRACTOR believes that any significant changes in the Work or variations from the Contract Documents have been caused thereby. 3.09 SUSPENSION OF WORK AND TERMINATION a) OWNER may terminate upon the occurrence of anyone or .\-~ (' (- III () ,- (> () f I. 11 ( . f () I j (n.Ji n q (> v ( , 11 t :; : 1 ) if CONTRACTOR commences a voluntary case under any chapter of the Bankruptcy Code (Title 11, United States Code), as now or hereafter in effect, or if CONTRACTOR takes any equivalent or similar action by filing a peti- tion or otherwise under any other federal or state law in effect at such time relating to the bankruptcy or insolvency; 2) if a l)(?Lition is filed against CONTRACTOR under any chapter of the Bankruptcy Code as now or hereafter in effect at the time of filing, or if a petition is filed seeking any such equivalent or similar relief against CONTRACTOR under any other federal or state law in effect at the time relating to bankruptcy or inSOlvency; 3) if CONTHAC1'OH makps a gpn01-al assignmpnt for the benefit of creditors; 4) if a trustee, receiver, custodian, or agent of CONTRACTOR is appointed under applicable law or under contract, whose appointment or authority to take charge of property of CONTRACTOR is for the purpose of enforcing a lien against such property or for the purpose of general administration of such property for the benefit of Contractor's creditors; 5) if CONTRACTOR admits in writing an inability to pay its debts generally ~s they become due; J 6) if CONTRACTOR persistently fails to perform the Work in accordance wi th the Contract Documents (including, but not limited to, failure to supply sufficient skilled workers or suitable materials or equipment); 7) if CONTRACTOR disregards Laws or Regulations of any public body having jurisdiction; 8) if CONTRACTOR disregards the authority of OWNER; or 9) if CONTRACTOR otherwise violates in any substantial way any provisions of the Contract Documents. b) OWNER may, after giving CONTRACTOR (and the surety, if there be one) seven days' written notice and to the extent permitted by Laws and Regulation, terminate the services of CONTRACTOR, exclude CONTRACTOR from the site and take possession of the Work and of all Contractor's tools, appliance, and machinery at the site and use the same to the full extent they could be used by CONTRACTOR (without liability to the CONTRACTOR for trespass or conversion), incorporate in the Work all materials and equipment stored at the site or for which OWNER has paid CONTRACTOR but which are stored elsewhere, and finish the Work 1-:' ( ( d:, Oh1NEH 111dY dc~om exppdi (~lIt . J II slJch Cd~;l~ CllNTH.AC'J'OH sha 11 nut. b(' ent i t Lc!d 1.0 rec(~ive allY 1Ul-t1H~I- payment. until thl' Work is finished. If the unpaid balance 01 the Contract Price exceeds the direct, i ndi rect and consequent i a 1 cos ts 0 f completing the Work (including but not limited to fees and charges 0 f eng ineers, archi tects, attorneys and other professionals and court costs) such excess will be paid to CONTRACTOR. If such costs exceed such unpaid balance, CONTRACTOR shall pay the difference to OWNER. c) I-Jilen::. Contractor's services have been so terminated by OWNER, the termi na tion will not affect any r igh ts o"r remedies of OWNER against CONTRACTOR then existing or which may thereafter accrue. Any retention or payment of moneys due CONTRACTOR by OWNER will not release CONTRACTOR from liabili~y. d) Upon seven days' wri tten notice to CONTRACTOR, OWNER may, without cause and without prejudice to any other right or remedy, eject to abandon the Work and ~erminate the Agreement. In such case, CONTRACTOR shall be paid for all Work executed and any expense sustained plus reasonable termination expenses, which will include, but not be limited to direct, indirect, and consequential costs (including, but not limited to, iees and charges of engineers, architects, attorneys, and other professionals and court costs). e) Contractor may stop work or terminate: If, through no act or fault of CONTRACTOR, the Work is sus- pended for a period of more than ninety days by OWNER or under an order of court or ~ther public authority, or OWNER fails to act on any Application for Payment wi thin thirty (30) days after it is submitted, or OWNER fails to pay CONTRACTOR an~ sum finally determined to be due within thirty (30) days after it is determined to be due, then CONTRACTOR may, upon ninety days' wri tten notice to OWNER, terminate the Agreement and recover from OWNER payment for all Work executed and any expense sustained plus reasonable termination expenses. In addition and in lieu of terminating the Agreement, if OWNER has failed to act on an Application for Payment or has failed to make any payment as aforesaid, CONTRACTOR may upon ninety days' written notice to OWNER stop the Work until payment of all amounts then due. 3.10 DISPUTE RESOLUTION All claims, disputes and other matters in question between OWNER and CONTRACTOR arising out of, or relating to the Contract Docu- ments or the breach thereof (except for claims which have been wai ved by the making or acceptance of final payment) will be decided by a Court of Law in the County of Monroe in the State of Florida. All procedures shall be subject to all the standard practices of civil proceedings of the State of Florida. The CONTRACTOR shall carryon the Work in accordance with the contract 1-(, r (' documpnts and without delay durjng disputps and disagreements with the O\,yNEH. 3.11 TERM OF CONTRACT This CONTRACT shall be for a twelve (12) month period beginning on June 1, 1998 and terminating on May 31, 1999. The CONTRACT term shall be renewable in accordance with Article 3.12. 3.12 RENEWAL The OWNER shall have the option to renew this agreement after the first year, and each succeeding year, for four (4)' additional one year periods. The contract amount agreed herein may be adjusted annually in accordance with the percentage change in the Consumer Price Index (CPI) for Wage Earners and Clericali Workers in the Miami, Florida area index, and shall be based 'upon the annual average cpr computation from January 1 through December 31 of the previous year. 3.13 CANCELLATION a) The County may cancel this contract for cause with seven (7) days notice to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this contract. b) Either of the parties hereto may cancel this agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. 3.14 FUNDING AVAILABILITY Notwithstanding anything contained elsewhere in this contract, if funds for Facilities Maintenance Detention Facilities Contractual Services are partially reduced or cannot be obtained or cannot be continued at a level sufficient to allow for the purchase of the services/goods specified herein, this agreement may then be terminated immediately at the option of the OWNER by written notice of termination delivered in person or by mail to the CONTRACTOR. The OWNER shall not be obligated to pay for any services provided or any equipment purchased by the CONTRACTOR after the CONTRACTOR has received written notice of termination. 3.15 PROFESSIONAL RESPONSIBILITY The CONTRACTOR warrants that it is authorized by law to engage in the performance of the activities encompassed by the project herein described. The Contractor shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Continued funding by the OWNER is contingent upon retention of appropriate local, 1,-7 (- I ( sLi)Lt~, dlHi/or CON'I'HAC'I'OH. f edc'J-n ] <'('I IiI i (:dl lOll dnd/or Ii C('l1sure of 3. ] 6 NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOH 0\1NEH: FOR CONTHACTOR: Monroe County Public Works Facilities Maintenance Dept. 3583 So. Roosevelt Blvd. Key West, Florida 33040 Attn: Director of 'Facilities Maint. Landis & Staefa, Inc. 10111 Business Drive Marama~, FL 33025 3.17 PAYMENT a) The OWNER shall pay to the CONTRACTOR for the performance of said serv ices on a per quarter 1 y, in arrears basis on or before the 1st day of the following month in each three (3) month periods. The CONTRACTOR shall invoice the OWNER quarterly for the maintenance and testing performed under the Contract Documents contained herein. The Contract amount shall be as stated by the CONTRACTORS proposal as follows: Sixty Six Thousand Three Hundred Fifty Six Dollars and No Cents ($66,356.00) per year, to be paid Sixteen Thousand Five Hundred Eighty Nine pollars and No Cents ($16,589.00) per quarter. b) Travel Expenses - The OWNER shall compensate the CONTRACTOR for travel and per diem expenses for emergency service at the rates established by Florida Law (Florida Statue 112.061) and County Administrative Instruction #1003.5, attached hereto and incorporated as part. of this contract document. The CONTRACTOR must receive approval from the OWNER for the CONTRACTOR to be compensated for travel expenses. Approval from the OWNER must be received by the CONTRACTOR prior to the travel taking place. c) 'I'he Owner shall compensate the serv ices performed under Article follows: Contractor for additional 2.13 of this agreement, as 1) The actual cost of parts and materials Qurchased from the manufacturer plus 30%. Manufacturer's Invoice must accompany all requests for payment for any part which exceeds $100.00, and may be requested at the discretion of the Owner for any part, regardless of the cost. 2) The cost of labor and equipment used by the Contractor to compensate the Contractor for additional services .1-X ( ( p<'I-fol-med Ilnd(~r AlLi(-I(. 2.]~ oj Lhis iHJI-(~(.~mcnt. 'J'IH~ lcll)(H and equilJmenl custs \'IIill 00 calculal(~d using the unit prices set forth in the Cont.n:H:tor's bid as follows: a) Labor normal working hours of 8:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays _ $80.00 per hour. b) Labor - overtime rate, other than the normal working hours, including w00kcnds and holidays - $120.00 per hour. 3 . 18 GENERAL a) The duties and obligations imposed by these Geqeral Conditions and the rights and remedies available hereunder to the parties hereto, and,' in particular but without limitat-ion, the warranties, guarantees and obligations imposed upon CONTRACTOR and all of the rights and remedi~s available to OWNER thereunder, are in addition to , and are not to be construed in any way as a limitation of, any rights and remedies avail- able to either or both of them which are otherwise imposed or available by Laws or Regulations, by special warranty or guarantee or by other prov i sions of the Contract Documents, and the provisions of this paragraph will be as effective as if repeated specifically in the Contract Documents in connec- tion with each particular duty, obligation, right and remedy to which they apply. All representations, warranties and guarantees made in the Contract Documents will survive final payment and terminatiQn or completion of the Agreement. b) No provision of this agreement or the duty or obligation to perform any act required by this Agreement shall be deemed waived by the waiver of any particular act or occurrence of breach. c) This writing constitutes the entire expression of the parties agreement and may not be contradicted, modified, explained or supplemented by any prior written agreement or oral agreement or any other prior written or oral communication. .\-') ( In wiLn('s~~ 'o./lll'I,.()j, t IH'! p()rLjt~s IH',"cLo have ex(~cuU~d this dqJ.'e(:~ mcnt Lilt' tidY dnd Y(~dr. firsL above written, Attest: DANNY L. KOLI;,0GE;(.,:,-cJ..,~rk I.'<'-.::)~'" ...~-~...,.."' '-,\ I,', \ ~~~','\t"; ,~ COUNTY OF MONROE, STATE OF FLORIDA ./ ~- Attest: '-",,,,,,,.y (CONTRACTOR NAME) O'~'Y/ /I, .,'J!/, 66,}(..~,z. .j WI TNI~SS Byl~~6~ Contractor Rep. I '\ /'" --- U/Sl r,L { (11/1 r'llj L;' [,A rite; S ~ S-rAe-f 1\ (~'L_. a~.dWJ~~ Corporate seal if corporation: ...i1n.,'1~ ' .<y'.~~;~ ,T;'~,?;-i;,,< _ ,.I~-.'(;... ....,.. ,~_ ., ..... ~;:~;~~:.~::'-~'lj;~t~'~~:8t~;it~::,::- ~',..,'l"';: :..; ~.vpll"llil\';-''t'~~''!;> ~.::~~/,;'~:;.....0.'::~\:~~ :~~~:-;~::~!_l~ .'~:';~;:;' ;t:'i":':'~..lr\ "'~-~(;i':-.;... ^":f." ~~{j~<~.i{.~'~:~;::;' .~'ti~if~~~~~\;~~'~'~~,i: - ":cAr1~~\~i?f.3~;;1::~l~~ii ' _,-I ()