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HomeMy WebLinkAboutAGMT - Aramark (Food Service - Jail) OPERATING AGREEMENT THIS AGREEMENT is made on this /I4'' day of . 2008, by and between the City of Seal Beach ("City"), a municipal corporation, and RAMARK Correctional Services, LLC, a Delaware limited liability company, having its principal place of business located at the ARAMARK Tower, 1101 Market Street, Philadelphia, Pennsylvania 19107 ("ARAMARK"). RECITALS WHEREAS, City is a public entity organized and existing pursuant to the Charter and the Constitution of the State of California; WHEREAS, City provides prisoners of its jail facility food services and desires to engage the services of ARAMARK to render food services to the City's prisoners and staff on the terms and conditions provided in this Agreement; WHEREAS, ARAMARK is duly licensed to provide food services in the State of California and desires to render such services for the City as provided herein; WHEREAS, ARAMARK further warrants that it is experienced and capable of performing the tasks hereunder in a professional and competent manner. NOW THEREFORE, City and ARAMARK, in consideration of the mutual promises herein contained, agree as follows: AGREEMENT I. TERM 1.1. The initial term of this Agreement shall be for a period of one year, commencing on January 25, 2008, and ending on January, 2009 (the "Initial Term"). The term of this Agreement may be renewed for additional one-year periods, by mutual written agreement of the parties. IL SERVICES 2.1. ARAMARK shall provide food service for the prisoners in the Seal Beach jail facility. ARAMARK agrees to provide nutritious, wholesome, and palatable food in accordance with this Agreement and consistent with local, state and federal law. ARAMARK shall provide the meals specified in the menu attached hereto as Exhibit "A," and as may be amended from time to time. On a weekly basis, City will place an order with ARAMARK for the number of meals to be delivered by c-mailing or faxing to the ARAMARK Food Service Director based at the Santa Ana City Jail. ARAMARK shall prepare such meals off-site, and deliver the meals either frozen or kept in a manner acceptable for transportation, to the Seal Beach jail facility, located at 911 Seal Beach Boulevard, Seal Beach, California 90740. In the event ARAMARK ceases for any reason to be able to prepare meals at the Santa Ana City Jail, ARAMARK shall notify City of the alternate site at which meals provided to the City hereunder will be prepared. Doc#: 243103 v4 1 of 11 Matter-It 49191 • 2.2. Prior to shipment of the meals, ARAMARK staff shall inspect the meals for quality. Upon acceptance, City shall inspect the meals for quality. If upon inspection any meal is unacceptable for any reason, ARAMARK shall replace it with one that is acceptable to City at no additional cost to City. 2.3. ARAMARK shall not make changes in the job scope or perform any additional work or provide any additional material except as set forth herein without first obtaining written authorization from City for such additional work or materials. Additional labor or materials provided without written authorization shall be done at ARAMARK's risk and without payment. III. USE OF AGENTS OR ASSISTANTS 3.1. To the extent reasonably necessary to enable ARAMARK to perform its duties hereunder, ARAMARK shall be authorized to engage the services of any agents or assistants which it may deem proper, and may further employ, engage, or retain the services of such other persons or legal entity to aid or assist in the proper performance of its duties. All cost of the services of, or expenses incurred by such agents or assistants shall be chargeable directly to ARAMARK. 3.2. ARAMARK shall indemnify, defend, and hold harmless at its expense (including the provision of legal counsel acceptable to City) the City, its agents, employees and officers from liability, claims, demands, damages and costs pertaining to any claims for wages, benefits or compensation raised by ARAMARK's employees, agents or assistants. IV. PROJECT MANAGEMENT 4.1. Each party shall appoint a representative, and the parties' representatives shall meet together on an as need basis to coordinate and review performance by ARAMARK under this Agreement. V. FACILITIES 5.1. In the event City facilities are to be utilized in the performance of this Agreement, any costs chargeable to ARAMARK shall be mutually agreed upon by both parties in advance of the commencement of work. VI. FEE 6.1. For all services actually performed pursuant to this Agreement, City shall pay ARAMARK an amount equal to $2.43 per meal served at the Seal Beach jail facility. The fee shall compensate ARAMARK for all costs incurred by ARAMARK in connection with its performance of this Agreement, including but not limited to costs associated with: (I) food products, containers with lids, and napkins, (2) all labor costs associated with the preparation of meals; (3) transportation of meals; and (4) all overhead cost. Should City require additional services not included in this Agreement, any such additional services shall be negotiated and paid separately. The price per meal set forth herein is firm for the initial term of this Agreement. Meal prices for the period of each renewal option shall be negotiated prior to any renewal of the term of this Agreement; however, in the event the parties are unable to agree upon such price Doc#: 243103 v4 2 of 1 1 Matter#49191 S • adjustment, the per meal price shall be adjusted by the percentage increase in the Consumer Price Index, All Urban Consumers (CPI-I), U.S. City Average, Food Away From Home Index, published by U. S. Department of Labor comparing the CPI-I for March of the then current year to March of the immediately preceding year. VII. BILLING 7.1. ARAMARK shall submit an itemized billing to the Police Chief or his or her designee for approval prior to receiving compensation. Billing shall include a summary of total meals provided during the week and the price of any additional services agreed upon by the parties. City shall remit payment within 30 days after the invoice date to: ARAMARK Correctional Services, LLC P.O. Box 406019 Atlanta, GA 30384-6019 (Payments only shall be sent to this address, all other correspondence shall be sent to the address set forth in Section XX of this Agreement.) 7.2 If any invoices are not paid within 40 days of the invoice date, interest shall be charged on each invoice at One Hundred Twenty-Five Percent (125%) of the Prime Interest Rate per annum on the unpaid balance (or in the event local law prohibits the charging of such rate, interest shall be charged at the maximum legal rate permitted), computed from the invoice date until the date paid. The term "Prime Interest Rate" shall mean the interest rate published in The Wall Street Journal as the base rate on corporate loans posted by at least Seventy-Five Percent (75%) of the 30 largest U.S. commercial banks, such rate to be adjusted on the last day of each ARAMARK accounting period. 7.3 The right of ARAMARK to charge interest for late payment shall not be construed as a waiver of ARAMARK's right to receive payment of invoices within 30 days of the invoice date. In the event that ARAMARK incurs legal expenses in connection with the filing and prosecution of civil litigation to recover fees, the City agrees to pay reasonable attorney's fees and other court costs. VIII. AUDIT BY CITY 8.1. ARAMARK shall permit City or any authorized representatives of City, at all reasonable times, access to and the right to examine all records, books, papers, or documents related to ARAMARK's performance under this Agreement including, without limitation: expenses for sub-contractors, agents or assistants, direct and indirect charges for work performed, and detailed documentation for all such work performed or to be performed under this Agreement. IX. OWNERSHIP 9.1 . Each and every report, draft, work product, map, record, and other document reproduced, prepared. or caused to be prepared by ARAMARK pursuant to or in connection with this Agreement shall be the exclusive property of City. ARAMARK shall have the right to keep Doc#: 243103 v4 3 of 11 Matter#49191 copies of all such reports, work product, records, and other documents during the term of this Contract and for a period of 3 years following its expiration or termination and the City shall permit ARAMARK to access such reports, work product, records and other documents at all reasonable times during the term of this Contract and for a period of 3 years following its expiration or termination. X. CONFIDENTIALITY 10.1. ARAMARK shall not disclose, publish, or authorize others to disclose or publish, design data, drawings, specifications, reports, or other information pertaining to the projects assigned to ARAMARK by City or other information to which ARAMARK has had access during the term of this Agreement without the prior written approval of the City Attorney during the term of this Agreement and for a period of 2 years after the termination of this Agreement 10.2. Notwithstanding anything herein to the contrary, all financial, statistical, operating, and personnel materials and information, including, but not limited to, software, technical manuals, recipes, menus and meal plans, policy and procedure manuals, and computer programs relative to or utilized in ARAMARK's business (collectively, the "ARAMARK Proprietary Information") are and shall remain confidential and the sole property of ARAMARK and constitute trade secrets of ARAMARK. The City shall keep all ARAMARK Proprietary Information confidential and shall use the ARAMARK Proprietary Information only for the purpose of fulfilling the terms of this Contract. The City shall not photocopy or otherwise duplicate any materials containing any ARAMARK Proprietary Information without the prior written consent of ARAMARK. Upon the expiration or any termination of this Agreement. all materials containing any ARAMARK Proprietary Information shall be returned to ARAMARK. XI. DEFAULTS, TERMINATION OF AGREEMENT 11.1. If either party deems that the other party is in default for failure to perform its duties under this Agreement, including, with respect to ARAMARK, the failure to supply an adequate work force, or service of proper quality, or has failed in any other material respect to satisfactorily perform the services specified in this Agreement, the non-defaulting party may give written notice to defaulting party specifying the alleged defaults to be remedied within 30 days and such notice shall set forth the basis for any dissatisfaction and suggest corrective measures. 11.1.1 If the defaulting party does not remedy the alleged defaults within 30 days or commence steps to remedy default to the reasonable satisfaction of the other party, the non- defaulting party may provide for such service from another source or vendor and the non- defaulting party may withhold any money due or which may become due to the defaulting party for such task related to the claimed default. 11.1.2. In the alternative, if after 30 days the party in default has not remedied alleged defaults or commenced steps to remedy alleged defaults to the reasonable satisfaction of the other party, the non-defaulting party may elect to terminate this Agreement by providing written notice to the defaulting party not less than 10 days prior to the effective date of termination. Doc#. 243103 v4 4 of 11 Matter#49191 • S 11.2. Notwithstanding paragraph 11.1, either party may terminate this Agreement at any time by providing written notice to the other party not less than 90 days prior to the effective date of termination. 11.3 In the event of termination, City shall compensate ARAMARK only for such meals satisfactorily served prior to the date of termination. No compensation shall be paid for demobilization, takedown, disengagement, wind-down, or any other costs incurred due to termination of this Agreement. XII. INDEMNITY 12.1. ARAMARK shall indemnify, defend and hold harmless, to the maximum extent permitted by law, City and its officers, agents, employees, and representatives, from and against claims for bodily injury or property damage arising out of ARAMARK's negligent or willful misconduct, acts or omissions in its performance of the services defined in this Agreement; including performance by its agents, employees, subcontractors, or anyone ARAMARK has employed. ARAMARK's indemnity obligation shall not include any liability, suits, actions, proceedings, judgments, or claims arising out of the active negligence of the City or its officers, agents, employees or representatives nor shall ARAMARK be responsible for any loss or damage caused by inmates. 12.2. ARAMARK's obligation to indemnify, defend and hold harmless shall remain in effect and shall be binding upon ARAMARK whether such injury or damage shall be discovered, after termination of this Agreement provided the acts giving rise to the injury or damage occurred during the term of this Agreement and are covered by the indemnity in Section 12.1, above. 12.3. The City shall notify ARAMARK promptly and in writing of any claim for which it will seek indemnity under this Agreement. In addition, the City agrees not to incur any expense in connection with such claim without ARAMARK's prior consent and agrees to fully cooperate with ARAMARK in its investigation, defense, and settlement of any such claim. 12.4. ARAMARK's failure to comply with this section's provisions shall constitute a material breach upon which City may immediately terminate or suspend this Agreement. In the event of termination or suspension, City may use the services of another vendor, without City's incurring any liability to ARAMARK. XIII. INSURANCE 13.1. ARAMARK shall at its own expense obtain, pay for, and maintain during the life of the Agreement an "occurrence" policy for Commercial General Liability (including Contractual Liability) and for Automobile Liability which shall protect it and City from claims for injuries and damages. The policy shall include the City, its officers, agents, and employees as additional insureds under the policy in the following amounts: A. COMMERCIAL GENERAL LIABILITY INSURANCE in the amount of One Million Dollars ($1,000,000) per occurrence for bodily injury and personal Doc#: 243103 v4 5 of I I Mauer#49191 • • injury, including accidental death, to any one person; property damage insurance in the amount of One Million Dollars ($1,000,000); and a combined single limit of insurance in the amount of One Million Dollars ($1,000,000); and B. AUTOMOBILE LIABILITY INSURANCE endorsed for all vehicles (whether rented, leased, hired, scheduled, owned or non-owned), in the amount of One Million Dollars ($1,000,000) per occurrence for bodily injury, including accidental death, to any one person; property damage insurance in the amount of One Million Dollars ($1,000,000); and a combined single limit of insurance in the amount of One Million Dollars ($1,000,000). 13.1.1. At all times, the insurance company issuing the policy shall be an "admitted" insurer in the State of California or shall be listed on the California Department of Insurance's "List of Eligible Surplus Line Insurers"; shall be domiciled within, and organized under the laws of, a state of the United States; and shall carry an A.M. Best & Company minimum rating of "A: VII". 13.1.2. All policies shall contain a "Separation of Insured" clause and a "Primary Coverage" clause for any loss arising out of or caused by ARAMARK's performance of the Agreement. In addition, the policies shall contain a statement of obligation on the insurance carrier's part to notify City, by registered mail, at least 30 days in advance of any policy cancellation. 13.1.3. ARAMARK shall deliver to City a "certificate of insurance" and an "additional insured endorsement," both documents countersigned by the insurance carrier or its authorized representative, on forms reasonably satisfactory to the City Attorney, which set forth the above provisions. 13.1.4. The countersigned certificate, along with the additional insured endorsement, shall state: "The City of Seal Beach, its officers, agents and employees are added as additional insureds under this policy to the extent the City of Seal Beach or its officers, agents or employees are liable for losses caused by the negligent acts or omissions of ARAMARK in its performance of the services defined in this Agreement. This insurance is Primary to the coverage of the City of Seal Beach for losses arising out of ARAMARK's negligent acts or omissions in performing the services defined in this Agreement. The insurance shall apply separately to each insured. The City will be mailed 30 days advance notice to the City of any policy cancellation." 13.1.5. Additionally, the certificate of insurance shall state whether any claim has been paid or is currently pending under the policy, and if so, the amount of the claim(s) and the amount of liability limits as lowered by the paid or pending claim(s). Any deductibles or self- insured retentions shall be set forth on the certificate and shall be subject to City's review and approval. 13.2. ARAMARK shall at its own expense obtain, pay for, and maintain for the duration of the Agreement, complete workers' compensation insurance. ARAMARK shall provide proof of workers' compensation coverage by delivering to City either an insurance certificate or a Doc#: 243103 v4 6 of 11 Matter#49191 • • certificate of consent to self-insure. City shall not be responsible for any claims at law or in equity caused by ARAMARK's failure to comply with this paragraph. 13.2.1 All workers' compensation insurance policies shall bear an endorsement, or shall attach a rider, which provides that the insurer will notify City, by registered mail, at least 30 days in advance of the policy's expiration, termination, or cancellation. 13.3. ARAMARK shall deliver to City the required certificate(s) of insurance and endorsement(s) before City signs this Agreement. ARAMARK's failure to obtain, pay for, or maintain any required insurance shall constitute a material breach upon which City may immediately terminate or suspend this Agreement. In the event of any termination or suspension, City may use the services of another vendor without incurring any liability to ARAMARK. XIV. WAIVER OR BREACH 14.1. The waiver of either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of that same or any other provision. XV. ENTIRE AGREEMENT 15.1. This Agreement supersedes any and all other Agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other Agreement, statement, or promise relating to the subject matter of this Agreement which is not contained herein shall be valid or binding. XVI. ASSIGNMENT 16.1. Nothing under this Agreement shall be construed to give any rights or benefits to any party other than City and ARAMARK. All duties and responsibilities under this Agreement shall be for the sole and exclusive benefit of City and ARAMARK, and not for the benefit of any other party. ARAMARK shall not assign any right or interest in this Agreement, and shall not delegate any duty owed, without City's prior written consent, except that ARAMARK may assign this Agreement to an affiliate without consent being required. The term "affiliate" means any corporation or limited liability company controlling, controlled by or under common control with, ARAMARK. 16.2. In the event the City consents to an assignment or delegation, the assignee, delegatee, or its legal representative shall agree in writing to personally assume, perform, and he bound by this Agreement's covenants, conditions, obligations, and provisions. XVII. SUCCESSORS AND ASSIGNS 17.1. Subject to the provision regarding assignment, this Agreement shall be binding on the heirs, executors, administrators, successors, and assigns of the respective parties. Doc#. 243103 v4 7 of 11 Matter#49191 • • XVIII. ATTORNEY'S FEES 18.1. If any action at law or in equity is brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to actual attorney's fees in addition to any other relief to which he, she, or it may be entitled. XIX. GOVERNING LAW 19.1. The validity of this Agreement and of any of its terms or provisions, as well as the rights and duties of the parties hereunder, shall be governed by the laws of the State of California. XX. NOTICES 20.1. All notices hereunder must be in writing and, unless otherwise provided herein, shall be deemed validly given on the date either personally delivered to the address indicated below; or on the third business day following deposit, postage prepaid, using certified mail, return receipt requested, in any U.S. Postal mailbox or at any U.S. Post Office; or when sent via facsimile to a party at the facsimile number set forth below or to such other or further facsimile number provided in a notice sent under the terms of this paragraph, on the date of transmission of that facsimile. Should City or ARAMARK have a change of address, the other party shall immediately be notified in writing of such change, provided, however, that each address for notice must include a street address and not merely a post office box. All notices, demands or requests from ARAMARK to City shall be given to City addressed as follows: City: City of Seal Beach 211 8th Street Seal Beach, California 90740 Attn: City Manager Tel. 50- Y31 ',5; 7 Fax 54:x - 493 - 9g57 ARAMARK: ARAMARK Correctional Services, LLC ARAMARK Tower 1 101 Market Street Philadelphia, Pennsylvania 19107 Attn: President Tel. 215-238-5991 Fax XXI. NON-DISCRIMINATION IN EMPLOYMENT 21.1. ARAMARK agrees not to discriminate against any employee or person who is subject to this Agreement because of race, color, religion, religious belief, national origin, ancestry, citizenship, age, sex, sexual orientation, marital status, pregnancy, parenthood, medical condition, or physical or mental disability. Evidence of discrimination shall be sufficient cause for termination of this Agreement. Doc#: 243103 v4 8 of 11 Mattci#49191 • • • XXII. SEVERABILITY 22.1. Should any part, term or provision of this Agreement or any document required herein to be executed be declared invalid, void, or unenforceable by a court of competent jurisdiction, all remaining parts, terms and provisions hereof shall remain in full force and effect and shall in no way be invalidated, impaired or affected thereby. XXIII. RECYCLED PAPER 23.1. ARAMARK shall submit all reports, correspondence, and documents related to the execution of this Agreement on recycled paper. XXIV. FORCE MAJEURE 24.1. Neither party shall be considered in default in the performance of its obligations hereunder or any of them, if such performance was prevented or delayed by any cause, existing or future beyond the reasonable control of such party; including, but not limited to, acts of God, labor disputes, or civil unrest. Any delays beyond the control of either party shall automatically extend the time schedule as set forth in this Agreement by the period of any such delay. The City shall assist ARAMARK by permitting reasonable variations in ARAMARK's menu cycle and service methods. Additional costs, if any, incurred in providing service in the event of a Force Majeure shall be borne by the City. XXV. PRESS RELATIONS 25.1 ARAMARK shall coordinate with City on any and all press or media releases relating to the performance of this Agreement. XXVI. COUNTERPARTS 26.1. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same document. Each of the parties shall sign a sufficient number of counterparts, so that each party will receive a fully executed original of this Agreement. XXVII. RENEGOTIATION 27.1. The financial arrangements in this Agreement are based on the parties' mutual belief as to conditions existing on the date ARAMARK commences operations, including, for example, the Facility's inmate population, the availability of inmate labor, food and supply costs, Federal, State and local sales, and other taxes, and other operation costs, and the manner in which the Index (hereinafter defined) is calculated. In the event that such belief is mistaken or such conditions materially change during the term of this Agreement, the parties shall renegotiate the financial terms and other obligations set forth in this Agreement on a mutually agreeable basis, as appropriate, to correct such mistake or reflect such changes. In the event the parties cannot agree on new terms, either party may terminate this agreement as provided by Section 11.2 of this Agreement. Doc#: 243103 y4 9 of 11 Matter#49191 • • XXVIII. INDEPENDENT CONTRACTOR 28.1 All services provided by ARAMARK pursuant to this Agreement shall be performed by ARAMARK or under its personal supervision. ARAMARK will determine the means, methods, and details of performing the services. City retains ARAMARK as an independent contractor and not an employee. Any additional personnel performing services under this Agreement on behalf of ARAMARK shall also not be employees of the City and shall at all times be under ARAMARK's exclusive direction and control. ARAMARK shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of services under this Agreement and as required by law. ARAMARK shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. XXIX. INTEGRATION 29.1 This Agreement contains the entire Agreement between the parties and supersedes all prior oral and written agreements, understandings, commitments, and practices between the parties concerning the subject matter of this Agreement. Both parties to this Agreement acknowledge that no representations, inducements, promises or agreements, oral or written, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party. IN WITNESS WHEREOF, this Agreement has been executed by the duly authorized representative of each party on the day and year first written. CITY OF SEAL BEACH ARAMARK Correctional Services, LLC By: U By: David Carmany, City Manager ichael orgioni Pr 'sent, Finance Attest: r By: ( "�2G�w 4 O Linda Devine, City Clerk Approved as to Form By: Quinn Barrow, City Attorney Doc#:243 W3 v4 10 of 11 Matter#49191 • • EXHIBIT A (BY REFERENCE ONLY) [Attach Menu Here] I1 S7296-0001 A 1013766v3.doc • • 0 cii a + o E o u r CO C ° CO- N U To T 0 N 0 N E N N 0 0 ch O 0 ra° _ a a _m �° o O a V c) - O $ 2 m 41 0 N N C. 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