Item 4K (FINAL)CITY OF
SOUTHLAKI
Item 4K
me
From
Subject:
MEMORANDUM
(June 18, 2013)
Shana Yelverton, City Manager
Greg Hendricks, Deputy Director of Information Technology
Approve copier service expenses with Toshiba in the amount of
$71,000.
Action
Requested: Approve budgeted expenses of $71,000 for Toshiba copier
services.
Background
Information: Toshiba provides copier and printer lease and maintenance
services for the City. There are currently 6 leased copiers in
service with included maintenance. City -owned printers and
copiers total 18 that are under maintenance only. Expenses
are incurred monthly for lease, maintenance, and usage.
Usage overages are billed quarterly. This equipment is
integral to City operations.
Financial
Considerations: The projected year-end expenses for Toshiba copier
services in the amount of $71,000 come in lower ($13,000)
than what was budgeted and approved in the FY13 budget.
In accordance with state regulations and City of Southlake
policy, any expenditure(s), whether individually or collectively
exceed $50,000, shall be brought forward for Council
approval.
Strategic Link: 136 — "Optimize Use of Technology" — enables highly
available copier services with rapid deployment.
134 — "Provide High Quality Customer Service" — enables fast
response to issues keeping equipment in service.
Citizen Input/
Board Review: Not Applicable
Legal Review: Not Applicable
Alternatives: 1) Approve as proposed.
2) Reject — Cancel leased copiers or maintenance plans
managed by Toshiba services. This will impact operations
and customer service.
Supporting
Documents: Toshiba lease and maintenance agreements.
Staff Recommendation: Approve item as proposed
0
,TOSHIBA
10231 Kotzebue ' ��
San Antonio, FI C IAL RLUUFW
BUSINESS SOLUTIONS Phone: 210.357.257.2
New Mexico Fax: 210.357.2630
Texas APPLICATION NUMBER AGREEMENT NUMBER
This document is written in "Plain English." The words Lessee, you, and your refer to the customer The words Lessor, we, ��, r�'
us and our refer to Toshiba Financial Services. Every attempt has been made to eliminate confusing language to create a
simple, easy -to -read document.
Legal Company Name: City of Southlake
Fed. Tax ID #•
? !�_ 0 S / / q j_
Contact Person: Pam Jordan
Bill -To Phone:
817-748-8187 Bill -To Fax: 817-748-8265
Billing Address: 1400 South Main
City, State -Zip:
Southlake, TX 76092
Equipment Location: (if
different from above):
City, State -Zip:
Contact Name:
Mac Tucker
1 Toshiba E-Studio 5520 color MFP
2. Toshiba E-Studio 5520 color MFP
3. Toshiba E-Studio.Wc color MFP
4. 851C 05, r
5.
Number of Payments:
36
of $
Security Deposit:
$ .4pr- -
❑ Received
Payment includes:
B&W Images Per Month
Excess Images at $
Payment includes:
Color Images Per Month
Excess Images at $
Excess Images Billed:
❑� Monthly
❑ Quarterly
Subsidiary Location: Fort Worth Texas
1,099.00 (plus applicable taxes)
0.00600 Per B&W Image
0.06000 Per Color Image
EqV1SO
Documentation Fee: $75.00 (included in First Invoice) Lease payment period is monthly unless otherwise indicated.
THIS IS A NONCANCELABLE / IRREVOCABLE AGREEMENT. THIS AGREEMENT CANNOT BE CANCELLED OR TERMINATED.
LESSOR ACCEPTANCE
Toshiba Financial Services Signature: X 1 Title: mC Date: Z 13 / %C
,USTOMER
Name: ' �� Signature: X �-- J Title: �3S Date:
To induce us to enter into this Lease, the undersigned jointly and severally unconditionally guarantees to us the prompt payment when due of all lessee's obligations to us under the Lease. We will not be required to proceed against tr
lessee or the Equipment or enforce any other remedy before proceeding against the undersigned. The undersigned agrees to pay all reasonable attorneys fees and other expenses incurred by us by reason of default by lessee or tr
undersigned. The undersigned waives notice of acceptance hereof and of all other notices or demands of any kind to which the undersigned may be entitled. The undersigned consents to any extensions or modifications granted to us ar
the release and/or compromise of any obligations of lessee or any other obligors and guarantors without in any way releasing the undersigned from his or her obligations hereunder. The obligations of the undersigned shall continue even
the lessee becomes insolvent or bankrupt or is discharged from bankruptcy, and the undersigned agrees not to seek to be repaid by lessee in the event the undersigned
must pay us. This is a continuing Guaranty and shall not be discharged or affected by death of the undersigned, shall bind the heirs, administrators, representatives, successors and assigns of undersigned, and may be enforced by or f
the benefit of any assignee or successor of us. The undersigned and we waive insofar as permitted by law any trial byjury for any action between the parties.
Print Name of 1st Guarantor N/A Signature: X NIA Date:
Print Name of 2nd Guarantor N/A Signature: X N/A Date:
TSF - 40.40 1 of 2 Ti LEASE WITH MAINTENANCE AGREEMENT -CUSTOMIZABLE / 051606
TERMS AND CONDITIONS
1. Lease Agreement: You agree to lease from us the equipment described under "ITEM DESCRIPTION" and on any
attached Schedule (hereinafter, with all replacement parts, repairs, additions and accessories, referred to as the
"Equipment") and as modified by Supplements to this Lease from time to time signed by you A A Au authorise us' `
to insert or correct missing information on this Lease, including your accurate legal name, serial number's and any
other information describing the Equipment. You authorize us to change the amount' of e66as6 $0&Ii%y i)bt '
more than 15% due to changes in the equipment configuration which may occur prior to our acceptance of this lease.
We will send you copies of any changes.
2. Toshiba Quality Commitment: The Toshiba Equipment is covered by the terms of the Toshiba Quality
Commitment, a copy of which may be obtained from your Toshiba Business Solutions Provider.
3. Title to Equipment: We own the Equipment and you have the right to use it under the terms of this Lease.
4. Lease Commencement: This Lease will commence upon your acceptance of the applicable Equipment. When you
receive the Equipment, you agree to inspect it and verify your acceptance by telephone or, at our request, by delivery
of written evidence of acceptance satisfactory to us. Upon acceptance, your obligations under this Lease will become
absolute and unconditional, and are not subject to cancellation, reduction or setoff for any reason whatsoever. All
payments will be made to us in accordance with this Lease at our address or at such other place as we may designate
in writing. For any payment that is not received by its due date, you agree to pay a late charge equal to the higher of
10% of the amount due or $22 (not to exceed the maximum allowed by law) as reasonable collection costs.
5. Security Deposit: The security deposit is non interest bearing and is to secure your performance under this
Agreement Any security deposit made may be applied by us to satisfy any amount owed by you, in which event you
will promptly restore the security deposit to its full amount as set forth above. If all conditions are fully completed with
and provided you have not ever been in default of this Agreement in the Default section, the security deposit will be
refunded to you after the return of the equipment in accordance with the Return of Equipment section.
6. Image Charges: Each month during the Tenn of this Lease, you agree to remit to us the Lease Payment and all
other sums when due and payable to the address we provide to you from time to time. In return for the Lease Payment,
you are entitled to produce the Minimum Number of Images for each applicable Image Type each month. You also
agree to pay us the Excess Per Image Charge for each metered image that exceeds the applicable Minimum Number
of Images. We reserve the right to estimate the number of images used if you do not provide us with meter readings
within seven (7) days of request. We will adjust the estimated charge for excess images upon receipt of actual meter
readings. Notwithstanding any adjustments, you will never remit to us less than the Payment each month. You agree
that we may increase the Lease Payment andlor the Excess Per Image Charge each year during the Tenn of the
Schedule by an amount not to exceed ten percent (10%) of the Lease Payment and I or the Excess
Per Image Charge in effect at the end of the prior annual period. At our option, you will (a) provide us by telephone or
facsimile the actual meter readings when requested by us, (b) allow us (or our agent) access to the Equipment to
obtain meter readings, or (c) allow us (or our agent) to attach an automatic meter reading device to the Equipment. We
may audit the automatic meter reading device periodically. If you have a dispute with TBS, you continue to pay us all
Lease Payments and Excess Per Image Charges without deductions or withholding any amounts.
7. Maintenance, Service and Supplies: TBS agrees to providea Full Service Maintenance during normal business
hours including all toner, developer and parts necessary to produce images. You must purchase paper and staples
separately. You acknowledge that (a) we are not responsible for any service, repair or maintenance of the Equipment
and (b) we are not a party to any service maintenance agreement You agree to pay for service maintenance outside of
TBS's normal business hours and for service required by your negligence or misuse of the Equipment at TBS's
customary rates. We may charge you a supply freight fee to cover our cost of shipping supplies to you.
8. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE
EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE. YOU
AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT AND TBS BASED UPON YOUR OWN
JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US.
YOU LEASE THE EQUIPMENT "AS IS." NO REPRESENTATION OR WARRANTY OF TBS WITH RESPECT TO
THE EQUIPMENT WILL BIND US, NOR WILL ANY BREACH THEREOF RELIEVE YOU OF ANY OF YOUR
OBLIGATIONS HEREUNDER. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY
CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY DEFAULT BY US UNDER THIS LEASE.
9. Statutory Finance Lease: You agree that this Lease qualifies as a statutory finance lease under Article 2A of the
Uniform Commercial Code. To the extent you are permitted by applicable law, you waive all rights and remedies
conferred upon a lessee by Article 2A (sections 508-522) of the Uniform Commercial Code.
10. Security Interest: If this Lease is deemed to be a secured transaction, you grant us a security interest in the
Equipment to secure all your obligations under this Lease.
11. Use, Maintenance and Repair of Equipment: YOU WILL USE THE EQUIPMENT ONLY IN THE LAWFUL
CONDUCT OF YOUR BUSINESS AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES. You will not
move the Equipment from the equipment location listed in this agreement or on the schedule without our advance
written consent. You will give us reasonable access to the Equipment so that we can check the Equipments existence,
condition and proper maintenance. At your cost, you will keep the Equipment in good repair, condition and working
order, ordinary wear and tear excepted. You will not make any permanent alterations to the Equipment. You will keep
the Equipment free and clear of all liens. You assign to us all of your rights, but none of your obligations, under any
purchase agreement for the Equipment. We assign to you all our rights under any TBS warranties, so long as you are
not in default.
12. Taxes and Lease Charges: You agree to pay all taxes, costs and expenses incurred by us as a consequence of
the ownership, sale, lease or use of the Equipment, including all sales, use and documentary stamp taxes.
13. Indemnity: You will indemnify and hold us harmless from any and all liability, damages or loss, including
reasonable attorneys fees, arising out of the ownership, use, condition or possession of the Equipment, except to the
extent directly caused by our gross negligence or willful misconduct. This indemnity will survive the termination of this
Lease.
14. Risk of Loss; Insurance: You are responsible for the risk of loss or for any destruction of or damage
to the equipment. No such loss or damage relieves you from the payment obligations under any Lease. You will keep
the Equipment insured against all risks of loss or damage for not less than the replacement cost of the Equipment
�gnaming us as additional insured and loss payee. You will also carry public liability insurance naming us as additional
insured. Upon request, you will provide us a certificate or other evidence of insurance acceptable to us. Should you fail
to provide proof of insurance prior to commencement of this agreement, we reserve the right to enroll you in our
property damage coverage program and bill you a monthly property damage surcharge of up to .0035 of the equipment
cost for your failure to provide proof of insurance as required under this agreement. This charge will cover in part our
administrative costs, credit risk and other costs and may include a profit. If any of the Equipment is lost, stolen or
damaged you will, at your option and cost, either (a) repair the item or replace the item with a comparable item
reasonably acceptable to us or (b) pay us the sum set forth in the Remedies Section.
15. Right to Perform: If you fail to comply with any provision of this Lease, we may, at our option, perform such
obligations on your behalf. Upon invoice you will reimburse us for all costs incurred by us to perform such obligations.
16. Representations: (a) You represent and warrant to us that (1) you have the lawful power and authority to enter into
this Lease, and (2) the individuals signing this Lease have been duly authorized to do so on your behalf, (3) you will
provide us such financial information as we may reasonably request from time to time, (4) all financial information
provided (or to be provided) is (or will be) accurate and complete in all material respects, (5) you will promptly notify us
in wrifing if you move your principal place of business or there is a change in your name, state of information, or
ownership, and (6) you will take any action we reasonable request to protect our rights in the Equipment (b) We
represent and warrant to you that (1) we have the lawful power and authority to enter into this Lease, and (2) the
individuals signing this Lease have been duly authorized to do so on our behalf.
17. Default: You will be in default under this Lease if: (a) we do not receive any payment due under that Lease within
ten (10) days after its due date, (b) you fail to meet any of your obligations in the Lease (other than payment
obligations) and do not correct such default within 10 days after we send you written notice of such default, (c) you
become insolvent are liquidated or dissolved, merge, transfer a material portion of your ownership interests or assets,
stop doing business, or assign rights or property for the benefit of creditors, (d) a petition is filed by or against you under
any bankruptcy or insolvency law, (a) any representation made by you is false or misleading in any material respect or
(f) you default on any other agreement with us or our assigns.
18. Remedies: If you are in default we may, at our option, do any or all of the following: (a) retain your security deposit,
if any, (b) terminate this Lease, (c) require that you pay (1) all amounts due and payable by you or accrued under this
Lease, plus (2) the present value of all remaining payments to become due under this Lease (discounted at 6% or the
lowest rate allowed by law), and (3)(i) the amount of any purchase option and, if non is specified, 20% of the original
equipment cost, which represents our anticipated residual value in the Equipment or specified, 20% of the original
equipment cost, which represents our anticipated residual value in the Equipment or (ii) return the Equipment to a
location designated by us and pay to us the excess if, any of the amount payable under clause 3(i) above over the Fair
Market Value of the returned Equipment as determined by us in our reasonable discretion, (d) recover interest on any
unpaid balance at the rate of 8% per annum, and (a) exercise any other remedies available to use law or in equity. You
agree to nav our raasnnahle attnmevs fees and ar:hral court rats including anv cnst of anneal If we
have to take possession of the Equipment, you agree to pay the cost of repossession.
19. Purchase Option: At the end of the Term provided you are not in default, and upon 30 days prior written notice
from you, you will either (a) return all the Equipment or (b) purchase all the Equipment as is, without any warranty to
condition, value or title for the Fair Market Value of the Equipment plus applicable sales and other taxes.
20. Automatic Renewal: This Lease will automafically continue on a month -to -month basis unless cancelled by either
party upon 30 days' prior written notice from you, and you shall pay us the same lease payments and lease charges as
applied during the Term until the Equipment is returned to us or you pay us the applicable purchase price (and taxes).
21. Return of Equipment: If (a) a default occurs, or (b) you de not purchase the Equipment at the end of the Term
pursuant to a stated purchase option, you will immediately return the Equipment to any locabon(s) we may designate in
the continental United States. The Equipment must be returned in "Average Saleable Condition" and properly packed
for shipment in accordance with our recommendations or specifications, freight prepaid and insured. "Average Saleable
Condition' means that all of the Equipment is immediately available for use by a third party, other than you, without the
need for any repair or refurbishment All Equipment must be free of markings. You will pay us for any missing or
defective oars or accessories.
22. Assignment: We may, without your consent assign or transfer any Equipment of this Lease, or any rights arising
under such Lease, and in such event our assignee or transferee will have the rights, power, privileges and remedies of
lessor hereunder, but non of the obligations. Upon such assignment you agree not to assert, as against our assignee,
any defense, setoff, recoupment claim of counterclaim that you may have against us. You will not assign, transfer or
sublease this Lease or any rights thereunder or any Equipment subject to this Lease without our prior written consent
23. Personal Property Tax (PPT): You agree at our discretion to (a) reimburse us annually for all personal property
and similar taxes associated with the ownership, possession or use of the Equipment or (b) remit to us each billing
period our estimate of the prorated equivalent of such taxes. You agree to pay us an administrative fee for the
processing of such taxes.
24. Tax Indemnity: You agree to indemnify us for the loss of any income tax benefit caused by your acts or omissions
inconsistent with our entitlement to certain tax benefits as owner of the Equipment
25. Governing Law: Both panties agree to waive all rights to a jury trial. This Master Agreement and each schedule
shall be governed by the laws of Minnesota. You consent to the jurisdiction and venue of the Federal and State Courts
in Minnesota.
26. Miscellaneous: This Lease contains the entire agreement between you and us and may not be modified except as
provided therein or in writing signed by you and us. We will not accept payment in cash. If you so request, and we
permit the early termination of this Lease, you agree to pay a fee for such privilege. Notices must be in writing and will
be deemed given five days after mailing to your or our mailing address. If a court finds any provision of this Lease to be
unenforceable, all other terms of this Lease will remain in effect and enforceable. You agree that any delay or failure to
enforce our rights under this Lease do not prevent us from enforcing any rights at a later time. In no event will we
charge or collect any amounts in excess of those allowed by applicable law. Time is of the essence.
27 Transition Billing: In order to facilitate an orderly transition, including installation and training, and to provide a
uniform billing cycle, the first Lease Payment date of this Lease will be the twenty-fifth (25th) day of the month following
installation. You agree to pay a prorated amount for the period between the installation date and this date. This
payment for the transition period will be based on the Lease Payment prorated on a 30-day calendar month and will be
added to your first invoice.
TSF " 40.40 2 of 2
TBS LEASE WITH MAINTENANCE AGREEMENT"CUSTO11i 1051606
TERMS AND CONDITIONS
I. -Lease Agreement: You agree to lease from us the equipment described under *ITEM DESCRIPTION' and on any
attached Schedule (hereinafter, with all replacement parts, repairs, additions and accessories, referred to as the
'Equipment') and as modified by Supplements to this Lease from time to time signed by you and us. You authorize us
to insert or correct missing information on this Lease, including your accurate legal name, serial numbers and any
other information descdbing the Equipment. You authorize us to change the amount of each lease payment by not
more than 15% due to changes in the equipment configuration which may occur pnor to our acceptance of this lease.
We will send you copies of any changes.
2. Toshiba Quality Commitment: The Toshiba Equipment is covered by the terms of the Toshiba Quality
Commitment a copy of which may be obtained from your Toshiba Business Solutions Provider.
3. Title to Equipment: We own the Equipment and you have the right to use it under the terms of this Lease.
4. Lease Commencement: This Lease will commence upon your acceptance of the applicable Equipment. When you
receive the Equipment, you agree to inspect it and verify your acceptance by telephone or, at our request by delivery
of written evidence of acceptance satisfactory to us. Upon acceptance, your obligations under this Lease will become
absolute and unconditional, and are not subject to cancellation, reduction or setoff for any reason whatsoever. All
payments will be made to us in accordance with this Lease at our address or at such other place as we may designate
in writing. For any payment that is not received by its due date, you agree to pay a late charge equal to the higher of
10% of the amount due or $22 (not to exceed the maximum allowed by law) as reasonable collection costs.
5. Security Deposit: The security deposit is non interest bearing and is to secure your performance under this
Agreement Any security deposit made may be applied by us to satisfy any amount owed by you, in which event you
will promptly restore the security deposit to its full amount as set forth above. If all conditions are fully completed with
and provided you have not ever been in default of this Agreement in the Default section, the security deposit will be
refunded to you after the return of the equipment in accordance with the Return of Equipment section.
6. Image Charges: Each month during the Term of this Lease, you agree to remit to us the Lease Payment and all
other sums when due and payable to the address we provide to you from time to time. In return for the Lease Payment,
you are entitled to produce the Minimum Number of Images for each applicable Image Type each month. You also
agree to pay us the Excess Per Image Charge for each metered image that exceeds the applicable Minimum Number
of Images. We reserve the right to estimate the number of images used if you do not provide us with meter readings
within seven (7) days of request. We will adjust the estimated charge for excess images upon receipt of actual meter
readings. Notwithstanding any adjustments, you will never remit to us less than the Payment each month. You agree
that we may increase the Lease Payment and/or the Excess Per Image Charge each year during the Tenn of the
Schedule by an amount not to exceed ten percent (10%) of the Lease Payment and / or the Excess
Per Image Charge in effect at the end of the prior annual period. At our option, you will (a) provide us by telephone or
facsimile the actual meter readings when requested by us, (b) allow us (or our agent) access to the Equipment to
obtain meter readings, or (c) allow us (or our agent) to attach an automatic meter reading device to the Equipment We
may audit the automatic meter reading device periodically. If you have a dispute with TBS, you continue to pay us all
Lease Payments and Excess Per Image Charges without deductions or withholding any amounts.
7. Maintenance, Service and Supplies: TBS agrees to provide Full Service Maintenance during normal business
hours including all toner, developer and parts necessary to produce images. You must purchase paper and staples
separately. You acknowledge that (a) we are not responsible for any service, repair or maintenance of the Equipment
and (b) we are not a party to any service maintenance agreement You agree to pay for service maintenance outside of
TBS's normal business hours and for service required by your negligence or misuse of the Equipment at TBS's
customary rates. We may charge you a supply height fee to cover our cost of shipping supplies to you.
S. WARRANTY DISCLAIMER: WE MAKE NO WARRANTY EXPRESS OR IMPLIED, INCLUDING THAT THE
EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE. YOU
AGREE THAT YOU HAVE SELECTED EACH ITEM OF EQUIPMENT AND TBS BASED UPON YOUR OWN
JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY STATEMENTS OR REPRESENTATIONS MADE BY US.
YOU LEASE THE EQUIPMENT "AS IS.' NO REPRESENTATION OR WARRANTY OF TBS WITH RESPECT TO
THE EQUIPMENT WILL BIND US, NOR WILL ANY BREACH THEREOF RELIEVE YOU OF ANY OF YOUR
OBLIGATIONS HEREUNDER. YOU AGREE THAT WE WILL NOT BE RESPONSIBLE TO PAY YOU ANY
CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY DEFAULT BY US UNDER THIS LEASE.
9. Statutory Finance Lease: You agree that this Lease qualifies as a statutory finance lease under Article 2A of the
Uniform Commercial Code. To the extent you are permitted by applicable law, you waive all rights and remedies
conferred upon a lessee by Article 2A (sections 508-522) of the Uniform Commercial Code.
10. Security Interest: If this Lease is deemed to be a secured transaction, you grant us a security interest in the
Equipment to secure all your obligations under this Lease.
11. Use, Maintenance and Repair of Equipment: YOU WILL USE THE EQUIPMENT ONLY IN THE LAWFUL
CONDUCT OF YOUR BUSINESS AND NOT FOR PERSONAL, HOUSEHOLD OR FAMILY PURPOSES. You will not
move the Equipment from the equipment location listed in this agreement or on the schedule without our advance
written consent You will give us reasonable access to the Equipment so that we can check the Equipment's existence,
condition and proper maintenance. At your cost, you will keep the Equipment in good repair, condition and working
order, ordinary wear and tear excepted. You will not make any permanent alterations to the Equipment You will keep
the Equipment free and clear of all liens. You assign to us all of your rights, but none of your obligations, under any
purchase agreement for the Equipment. We assign to you all our rights under any TBS warranties, so long as you are
not in default.
12. Taxes and Lease Charges: You agree to pay all taxes, costs and expenses incurred by us as a consequence of
the ownership, sale, lease or use of the Equipment, including all sales, use and documentary stamp taxes.
13. Indemnity: You will indemnify and hold us harmless from any and all liability, damages or loss, including
reasonable attorney's fees, arising out of the ownership, use, condition or possession of the Equipment except to the
extent directly caused by our gross negligence or willful misconduct. This indemnity will survive the termination of this
Lease.
14. Risk of Loss; Insurance: You are responsible for the risk of loss or for any destruction of or damage
to the equipment. No such loss or damage relieves you from the payment obligations under any Lease. You will keep
the Equipment insured against all risks of loss or damage for not less than the replacement cost of the Equipment
naming us as additional insured and loss payee. You will also carry public liability insurance naming us as additional
insured. Upon request, you will provide us a certificate or other evidence of insurance acceptable to us. Should you fail
to provide proof of insurance prior to commencement of this agreement we reserve the right to enroll you in our
property damage coverage program and bill you a monthly property damage surcharge of up to .0035 of the equipment
cost for your failure to provide proof of insurance as required under this agreement This charge will cover in part our
administrative costs, credit risk and other costs and may include a profit. If any of the Equipment is lost, stolen or
damaged you will, at your option and cost either (a) repair the item or replace the item with a comparable item
reasonably acceptable to us or (b) pay us the sum set forth in the Remedies Section.
15. Right to Perform: if you fail to comply with any provision of this Lease, we may, at our option, perform such
obligations on your behalf. Upon invoice you will reimburse us for all costs incurred by us to perform such obligations.
16. Representations: (a) You represent and warrant to us that (1) you have the lawful power and authority to enter into
this Lease, and (2) the individuals signing this Lease have been duly authorized to do so on your behalf, (3) you will
provide us such financial information as we may reasonably request from time to time, (4) all financial information
provided (or to be provided) is (or will be) accurate and complete in all material respects, (5) you will promptly notify us
in writing if you move your principal place of business or there is a change in your name, state of information, or
ownership, and (6) you will take any action we reasonable request to protect our rights in the Equipment (b) We
represent and warrant to you that (1) we have the lawful power and authority to enter into this Lease, and (2) the
individuals signing this Lease have been duly authorized to do so on our behalf.
17. Default: You will be in default under this Lease if: (a) we do not receive any payment due under that Lease within
ten (10) days after its due date, (b) you fail to meet any of your obligations in the Lease (other than payment
obligations) and do not correct such default within 10 days after we send you written notice of such default, (c) you
become insolvent are liquidated or dissolved, merge, transfer a material portion of your ownership interests or assets,
stop doing business, or assign rights or property for the benefit of creditors, (d) a petition is filed by or against you under
any bankruptcy or insolvency law, (e) any representation made by you is false or misleading in any material respect or
(1) you default on any other agreement with us or our assigns.
18. Remedies: If you are in default we may, at our option, do any or all of the following: (a) retain your security deposit
if any, (b) terminate this Lease, (c) require that you pay (1) all amounts due and payable by you or accrued under this
Lease, plus (2) the present value of all remaining payments to become due under this Lease (discounted at 6% or the
lowest rate allowed by law), and (3)(i) the amount of any purchase option and, if non is specified, 20% of the original
equipment cost which represents our anticipated residual value in the Equipment or specified, 20% of the original
equipment cost which represents our anticipated residual value in the Equipment or (ii) return the Equipment to a
location designated by us and pay to us the excess if, any of the amount payable under clause 3(i) above over the Fair
Market Value of the returned Equipment as determined by us in our reasonable discretion, (d) recover interest on any
unpaid balance at the rate of 8% per annum, and (e) exercise any other remedies available to use law or in equity. You
aorea to nav our reasnnahla attnrnav's taps and actual court costs includinc anv mst of anneal. If we
have to take possession of the Equipment you agree to pay the cost of repossession.
19. Purchase Option: At the end of the Term provided you are not in default and upon 30 days prior written notice
from you, you will either (a) return all the Equipment or (b) purchase all the Equipment as is, without any warranty to
condition, value or title for the Fair Market Value of the Equipment plus applicable sales and other taxes.
20. Automatic Renewal: This Lease will automatically continue on a month -to -month basis unless cancelled by either
party upon 30 days' prior written notice from you, and you shall pay us the same lease payments and lease charges as
applied during the Term until the Equipment is returned to us or you pay us the applicable purchase price (and taxes).
21. Return of Equipment: If (a) a default occurs, or (b) you do not purchase the Equipment at the end of the Term
pursuant to a stated purchase option, you will immediately return the Equipment to any location(s) we may designate in
the continental United States. The Equipment must be returned in 'Average Saleable Condition' and property packed
for shipment in accordance with our recommendations or specifications, freight prepaid and insured. *Average Saleable
Condition' means that all of the Equipment is immediately available for use by a third party, other than you, without the
need for any repair or refurbishment All Equipment must be free of markings. You will pay us for any missing or
defective Darts or accessories.
22. Assignment: We may, without your consent assign or transfer any Equipment of this Lease, or any rights arising
under such Lease, and in such event our assignee or transferee will have the rights, power, privileges and remedies of
lessor hereunder, but non of the obligations. Upon such assignment you agree not to assert, as against our assignee,
any defense, setoff, recoupment claim of counterclaim that you may have against us. You will not assign, transfer or
sublease this Lease or any rights thereunder or any Equipment subject to this Lease without our prior written consent
23. Personal Property Tax (PPT): You agree at our discretion to (a) reimburse us annually for all personal property
and similar taxes associated with the ownership, possession or use of the Equipment or (b) remit to us each billing
period our estimate of the prorated equivalent of such taxes. You agree to pay us an administrative fee for the
processing of such taxes.
24. Tax Indemnity: You agree to indemnify us for the loss of any income tax benefit caused by your acts or omissions
inconsistent with our entitlement to certain tax benefits as owner of the Equipment
26. Governing Law: Both parties agree to waive all rights to a jury trial. This Master Agreement and each schedule
shall be governed by the laws of Minnesota. You consent to the jurisdiction and venue of the Federal and State Courts
in Minnesota.
26. Miscellaneous: This Lease contains the entire agreement between you and us and may not be modified except as
provided therein or in writing signed by you and us. We will not accept payment in cash. If you so request, and we
permit the early termination of this Lease, you agree to pay a fee for such privilege. Notices must be in writing and will
be deemed given five days after mailing to your or our mailing address. If a court finds any provision of this Lease to be
unenforceable, all other terms of this Lease will remain in effect and enforceable. You agree that any delay or failure to
enforce our rights under this Lease do not prevent us from enforcing any rights at a later time. In no event will we
charge or collect any amounts in excess of those allowed by applicable law. Time is of the essence.
27. Transition Billing: In order to facilitate an orderly transition, including installation and training, and to provide a
uniform billing cycle, the first Lease Payment date of this Lease will be the twenty-fifth (25th) day of the month following
installation. You agree to pay a prorated amount for the period between the installation date and this date. This
payment for the transition period will be based on the Lease Payment prorated on a 30-day calendar month and will be
added to your first invoice.
TSF • 40.40 2 Of 2 TBS LEASE WITH MAINTENANCE AGREEMENT•CUSTOMIZABLE 1051606
Opinion of Counsel Letter
11 I I Old Eagle School Road
Rayne, Pennsylvania 19087
Gentlemen/Ladies:
Date: 6- -09
Reference is made to the Lease Agreement dated 6 n--09 bemeen Citv of Southlake
(herein called "Lessor"), and Toshiba Business Solutions (herein called "Lessee") for the lease of
2- Toshiba e5520/1-2*1e3lc, ipment description), unless otherwise defined herein, terms which are defined or
defined by reference in the Lease A eement or any exhibit or schedule thereto shall have the same meaning when used herein
as such terms have therein.
The undersiened is Counsel for the Lessee in connection with the negotiation, execution and delivery of the Lease Agreement,
and as such I am able to render a legal opinion as follows:
1 The Lessee is a public body corporate and politic of the State of of Texas and is authorized by the Constitution
and laws of the state of Texas to enter into the transactions contemplated by the Lease Agreement
and to carry out its obligations thereunder.
2 The lease set forth about has been duly authorized, executed, and delivered by the Lessee and constitutes a valid, legal
and binding agreement enforceable in accordance with its terms.
3 No further approval, consent of withholding of objections is required from any federal, state or local governmental
authority with respect to the entering into or performance by the Lessee of the Lease Agreement and the transactions
contemplated thereby.
4 The entering into and performance of the Lease Agreement and the other related documents will not violate any
judgment, order, law or regulation applicable to the Lessee or result in any breach of, or constitute a default under, or
result in the creation of any lien, charge, security interest or other encumbrance upon any assets of the Lessee or the
equipment pursuant to any indenture, mortgage, deed of trust, bank loan, credit agreement, or other instrument by
which the Lessee is a party or by which it or its assets may be bound.
5 There are no actions, suits or proceedings pending or, to the knowledge of the Lessee, threatened against or affecting
the Lessee in any court or before and governmental commission, board of authority, which, if adversely determined,
will have a material adverse effect on the ability of the Lessee to perform its obligations under the Lease Agreement.
6 The equipment is personal property and, when subject to use by the Lessee, will not be or become fixtures under the
laws of the state of Texas
7 All required public bidding procedures regarding the award of the Lease have been followed by the Lessee.
8 Except as provided in the Lease Agreement, Lessee has no authority (statutory or otherwise) to terminate the Lease
Agreement prior to the end of its terms for any reason including the nonappropriation of funds to pay the Lease
Payments for any fiscal period during the term of the Lease Agreement.
X
By;
Print Name:
Title:
FISCAL FUNDING ADDENDUM
I ;:(I INPl 1RMGTlnN
Full Legal Name City of Southlake DB.A Name (If .Any)
Billing Address 1400 South Main Phone 817-748-8164
City Southlake Country US State Texas Zip 76092
Equipment Location
(If not same as above)
City
Country
I•A111n RRGRi'T IRIITr10RR ATir%Ll
QUANTITY
MODEL NO
EOJIPMENJ DESCRIPTION (ATTACH SCHEDULE IF NECESW..:^,
1
e5520
Toshiba E Studio 5520 color MFP
1
e5520
Toshiba E Studio 5520 color MFP
1
4284e.
Toshiba E Studio 281c color MFP
e35i, wy
State Zip
QUANTITY MODEL NC EQUIPMENT OESCRIPTIDN (A'ACH SDH'eDULE IF NECESSARY)
The above described City of Southlake ("Lessee") warrants that is has funds available to pay rents ("Lease
Payments") until the end of its current appropriation period. In the event its legislative body or funding authority does not
appropriate funds to be paid to Lessor for the above described Equipment ("Equipment"), Lessee may, upon prior written
notice to Lessor, effective 60 day after the giving of such notice or upon the exhaustion of the funding authorized for the then
current appropriation period, whichever is later, return the Equipment to Lessor, at Lessee's expense; and thereupon,, be
released of its obligation to make all rental payments (Lease Payments) to Lessor due thereafter, provided: (1) The
Equipment is returned to Lessor as provided for in the above described Lease ("Lease"), (2) the foregoing notice states the
failure of the legislative body or funding authority to appropriate the necessary funds as reason for cancellation, and (3) the
notice is accompanied by payment of all amounts then due to Lessor under the Lease.
In the event Lessee returns the Equipment pursuant to the terms of this Addendum, Lessor shall retain all sums paid
hereunder by Lessee, including the Security Deposit (if any) specified in the Lease.
If the provisions of this Addendum are utilized by Lessee, Lessee agrees not to purchase, lease or rent any other
functionally similar equipment for the balance of the Lease term following Lessee's exercise of its termination rights
This Addendum will not be construed so as to permit the Lessee to terminate the Lease in order to acquire any other
equipment or obtain funds directly or indirectly to perform essentially the same application for which the Equipment is
EE S16NATU
Signature X<�
(MUST 9E SIGNEV A ORIZ�D AGENT. R,,REW4AVVE_ OR OFFICER OF
Print Nam
Title S ` Cate
Q
For / i R Imo, �[�Q Name of Government Entity
ACCEPTED BY LES§9R
Signature X
TitleC-T Date 2 Ito o
For Legal Name of Corporation of Partnership d
N
1998 All Rights Reserved. Printed In the U.S.A. SUP107 9I98
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