HomeMy WebLinkAbout109-89 RESOLUTION•
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RESOLUTION NO. 109-89•
A RESOLUTION AUTHORIZING THE AWARD OF A
CONTRACT WITH CENTEL COMMUNICATIONS SYSTEMS
FOR PURCHASING TELECOMMUNICATIONS EQUIPMENT
AND APPROVING A BUDGET ADJUSTMENT IN THE
AMOUNT OF $15,340.00.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF
FAYETTEVIT.T.F , ARKANSAS:
Section 1. That the Mayor and City Clerk are hereby
authorized and directed to execute purchase contract with Centel
Communications Systems. A copy of the purchase contract
authorized for execution hereby is attached hereto marked Exhibit
"A" and made a part hereof.
Section 2. That the Board of Directors hereby approves
the budget adjustment in the amount of $15,340.00 attached hereto
marked "Exhibit 1" and made a part thereof.
PASSED AND APPROVED this 7th day of November. , 1989.
r•y
1,151
liFla`;::'City C,:
Yflft7 n \
Air
APPROVED:
CENtEL
This Agfeementis made as of -
November 7
Purchase Agreement
Centel Communications Systems
19 R9
CENTEL COMMUNICATIONS COMPANY, 1701 Golf Road, Rolling Meadows, Illinois 60006 (Centel) and
, a(n) CORPORATION
&ZIeINO
, between CENTEL COMMUNCATIONS SYS EMS, A DIVISION OF
CITY OF FAYETTEVILLE
corporation/partnership/sole proprietorship (Customer):
- 1) .AGREEMENT.Cenrel will selt.deliver and install the telecommunications equipment listedonSchedule l(Equipmenf)and sublicense the associated software (together, the System)
- and Customer will purchase the Equipment or cause the Equipment to be purchased by a Lessor who may lease the Equipment r0 the Customer.
1) PREMISES. The System will be installed at 113 W. MOUNTAIN FAYETTEVILLE AR
Customer will secure all necessary consents. easements and rights-of-way for CenTel's access to the System at the Premises.
3) PRICE AND PAYMENT TERMS. The price of the System is $ 73,457-0n
(the Premises).
. The price of installation is $ . The total price is
s (the Cash Price) plus all applicable tares. Customer will pay Centel any applicable fax when such tar becomes due. Customer will provide all
evidence of its tax exempt status it It claims such statue. Telephone numbers, listings, access lines and all other charges of the local exchange company and any
idtetexchange carrier are not included in the Cash Price. No ofheritem is included unless specificatly stated in this Agreement oron a Schedule. Customer will pay the Cash Price on
the following milestone dates: - -
s 5,864.25
$ N/A
$ N/A
$ 17,592.75
(25%) on execution of this Agreement
(50%) on the Delivery Date, as defined herein:
(20%) by noon of the Cutover Oate, as defined herein; and
( on Acceptance, as defined herein.
All payments willaubject to a latepayment service charge of 1-1/2 per month on payments in arrears for more than ten (10) days after invoice dare or milestone dale, whichever isleter,
but in no event shall such charge exceed the maximum permitted by law.
a) CHANGES.Any addition or deletion to the System shall be made by means of Centers Installation Change Notice (ICN) boforo Cutover Date. or CustomerService Order(CSO) after
Cutover Dale. Unless otherwise modified by an ICN or CSO, the terms of this Agreement willapply to an ICN or CSO including the warranty ser forth in Section 15 which may apply to
any additional equipment or software. Such warranty will terminate not later than the Warranty Period set forth in Section 15 of rhisAgraemenf for the original System. An ICNor CSO
must Designed by an authorized representative of eachparly before Centel willschedule anyaddtional work or order additional equipmentor software. The Cash Price of the System
(including progress payments) shall be subject to adjustment in the event of any mutually agreeable addition or deletion.
1 Pa CINn ruemnur prolate tn Imeu the Syemma vat Mn tl Ycr, Cuerwno, agraoe to thr forma of Sohodulo° N and Ila sttsalreMrete.
Gantvl'rpart orma^ce.'nd"thy^ Ag•eemrg 'r condifforr4 gv Cvcflir h^i^gNlwoda loose of No System by Centel Crodilcompeny oroemrquelilbd LUJ40((Lasovr) within Mid"
d,ye nr tha ruin nnhm 49r99m9nl and r vnfalraeo^^^9 a co^u-"'^9 rl ^rhn. ogler Prem the Locto, suLlbcl to the termsel !hie Agreement. Customers of faleeinkvnreNrn
or rueinn,are rnjariinn nr falJ Ira to arrnpf a /aasa eir.,;mr Maw teaee dpe.raadir ° bedulo I1 cFnl' bodeomoda broaoh Orbit, Agroomcvll. CIM00m0ri9 pavatlsiblo far verifying -MeV
Jluzpeenr wm inrh,da.ary pdduinnewidrracnd ^^ ,^ tem or CSdv/dw aloaro o' Iho Sycton.
B) SCHEDULING. The Delivery Date is the date Centel tenders the System's switch equipment for delivery to the Premises. The anticipated Delivery Date is
DF.C,EMIR ER 4 19 R9 Il the Premises are not ready on the Delivery Dale, Centel may slots the System at Customer's expense.
The Cutover Dale is the date lheswitching equipment is connected to the public telephone network, activated and functioning substantially to provide basic telephone service to place
and receive telephone calls. Minoromissions or variances in switching equipment per formance which do not materially impair the basic telephone service of the switching equipment
shall not affect the Cutover Date. The anticipated Cutover Date is
DECEMBER 8
)9 89
7) ATTACHMENTS.Thefollowing Schedules are attached to and made a part of this Agreement: S(',HTFT1TTT.F. T w"
8) GOVERNING LAW. This Agreement is deemed made and governed by the law of the State of Illinois except for its rules regarding the conflict of laws.
'Br runt RAJ luric. (Amy 5Jrortormehce smote adlusfe0 oretTpanaeb 147C3nr r fleexIenrpertdlmfarrcetfddWyond Centel's reasonable control tor reasons including,wilhout
nmnanun,Ind ,0uPdr
owihynS;work-slopphya bre. waror, nuaa, wino, Oterri;- g rSuppllarS'orsMicalltaerorl,7)9 C1 ower
company, delays of the local exchange company, interexchange carrieror any othercarrier, governmental action or any Customer nonperformance sumfSTwSt menr
or failure ro execute an acceptance certificate or leasing document _
10) LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS FOR PHYSICAL INJURIES TO PERSONS, CENTELAND ITS SUPPLIERS OR SUBCONTRACTORS WILL
NOT BE LIABLE FOR (I) ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (11) COMMERCIAL LOSS OF ANY KIND (INCLUDING LOSS OF
BUSINESS OR PROFITS), OR (111) LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM CUSTOMER'SUSE OFOR INABILITY TO USE
THE SYSTEM EITHER SEPARATELY OFIN COMBINATION WITH OTHER EQUIPMENT OR SOFTWARE; BASED UPONBREACHOF WARRANTY, BREACHOF
:CONTRACT, NEGLIGENCE, STRICT TORT OR ANY OTHER LEGAL THEORY WHETHER OR NOT CENTEL OR ITS SUPPLIERS OR ITS SUBCONTRACTORS
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS. Some states do not allow limits on warranties or on remedies for breach In
certain transactions. In such states, the limits in Me Section 10 may not apply.
11) TERMS AND EXECUTION.
a) THIS AGREEMENT INCLUDES THE ADDITIONAL PROVISIONS STATED ON THEREVERSE SIDE SUCH AS WARRANTY. This Agreement binds Customer to
purchase the System when it is executed by Customer and binds Centel when it is executed by Centel and defivered.to Customer.
b) This Agreement allocates the risks of the System's operation between Centel and the Customer. This allocation is recognized by bothpartiesand is reflected in the Cash Price of
the System. The Customer acknowledges that it has read this Agreement, understands it, and is bound by its terms.
Centel Confmqy' Meat/ s Systems
A Div lo of Lente Communications Company
/
By
eta -
Name -Title
(1) Original: Con I ]I)2) O Mary: Customer
Customer
r.it of Fayettevi
By
Name- Me
V. Martin, Maynr
(3) Pink: Operations (4)Goldenrod: Sales
Arkansas
,a7-97-7
Form no. eeee9733
Additional Tonna and Conditions
12) INSTALLAT1ON.
a) Customer will provide: - -
f)necessary floor plans, space and accessible System and wiring locations free of asbestos and other environmental hazards;
2) swarm's electric source, circuits and power.
S) suitable operating environment (including isolated ground, air conditioning, humidify, heat and security);
4) neeuaary microwave Or other radio licenses;
5) competed copies o/ database feature forms in a timely manner as directed by Centel; and
II) where not anemias provided herein, raceway, conduit, hoes and wireways.
b) The System will meet Federal Communications Commission Part 88 for the connection to the public telephone iielwdik. Centel will obtain necessary work perms end
contractor's licenses. Centel wil/not be responsible for removing any cablingorequipmenf of the Custoner'sod telephone system. On relocation or removalof any or allot
the System. Centel will not be responsible for restoring the Premises to their original condition.
o) In addition to Sect/on 1& if Customer don not permit Centel to install the System, Centel shag be entitled to retain all morns paid by Cotten indncovar additional
monies, if necessary, to cover (U costs including osrbead Incurred by Cental in preparation for and any actual perermancs under this agreement (11) Incidental damages,
including restocking I. sustained by Cental.
1S) ACCEPTANCE. When the$yatem iscutoverandoperating in accordance eh.
tbe manufacturasapacgicatio s, Customer will certifyacceptenceln writing, substantially in the
formes senora in Schedule Ill stating that the System: (i) is cutover andoper.ting a socordw,oe with **menu specifications, (il)as installed conforms to Schedule
(including any additions ordeletionsset forth in any ICN), and Mills accepted as Installed and that payment isdue without deduction, stoporabetement. Cental may suspend its
warranty obligations until the acceptance certificate is delivered to Centel and may envois, its other rights and renedMs for Customer nonperformance.
14) TRAMMEL Centel will provide end user training to employees Of Customer lora mammal time.alfer Cutover.
15) SYSTEM WARRANTY AND MAINTINANCE.
a) For a period of one year from the Cullver Date (Me Warranty Period), Centel warrenethatthe System will be free from defects In materials and workmanship. If Mifflin?),
work Is necessary, Cartel wilt ate option. (1) repair the System M place or (11) accept nom of the System, or components of the System. for repair or replacement. Such
we or replsa.nt. ksokefng both pate and labor, will be et Centers expense. - "'
it. C•...tut r% SSLIARRnnt MR1PINID/T/ert.w.tl WrArrury L*AR.."--tMW/a/a....cace unt, Ccctie,100F:MttCnMbuabglywfllcnsatheand of
the Warranty Period including liability ler manufacturing defects not discovered within the Warranty Period.
e) The warranty in Section 15(a) exclude repairs or replacements made necessary by misuse,negligence, accident theft or unexplained loss, abuse, connection to foreign
elactriccurrent Ike, weter, flood, wind, stones, lightning. any actor God orpublk enemy, Customers failure toprovide a suints pparathrp appvironment Mieree or Change
required resulting from the local exchange company, interexchange carer, Me power company, signal carters, and other transmission providers, unauthorized
attachments or modification. or Improper sohwae changes, wiring, installation, repair Of alteration by persons unauthorized by Centel. Centel may perform repairs
necessitated by any excluded case at Customer's request at Centers then prevailing rates.
d) Algal TNAMTYIIII WARRANTIES OFNCRCNANTACILITYANOW AP_ FOR PPARRTICULARURPOSE. MO OTHER WARRANTY C
UT ROT
LAMM T, C RI MIS
AGRIIMENT UNLESS STATED OTHERWISE ON A SCNEDULE.
a) Centel will respond to requests f0 perform service for any significant malfunction of the System, inane station or trunk failure, (Regula Service) within Centers next
business day altar receipt of notice from Customer requesting such service. Centel will respond t0 requests to perform ask. lora total system failure of the System
(EmergencyServlce) within lour (1)Mario( nweiptofnotice from Customer mounting such seem. EmegeneyService wifsproviedodyforSysttem failure resulting In
Customer's complete inability to; (Qtseive all incoming cells; (i) make all outside cells; (liq make all station -to -station carr e) uaefhe attendant console. Maintenance
after the Warranty Period will be provided by Cental only under • separate written maintenance mo mment. - •
fe) INDCN*FICA7/ON.
a) Centel will be responsible only for physical Injury to persons (including Math and damage to tangible physical property to the extant caused by Its negligence during
delivery, Installation or maintenance, and which is reported to Cental M writing within shay (60) catendardays. Customer will release endindemn/fy Creta from and against
all other claims Including loess of any parson which 3,130 out of the use of en inability M un, break down of infemupflon of, failure to maintain or Inconpsh
communication through Me System.
b) Centel Jell defend and indemnify Customer against any claims or sults brought against CustoInerMaed upon acl.Imof infringement of myelin Stabs patemerisingoot
of the un of the System. A conditionprecedentto Centel'aobllgatin stats above shah bend. Customer shall havetufy compiled with therequisemsnt. Wes Agreement
with respect to retention of, assignment of, and/or sublicense of the right to use the software. Centel shall pay all costs and damages in any such suit, provided CntoI Is
notified prompts'Warning ofMeadit-Customer gives Centel wits eqsprmmtsuppherfaerSO aright to defend ndsett!rlysuifvM Cuaoner; *teenier* requestand
expense. leasMaga to coderen and asst In the defense. ThhrmMmnity does not extend to()awysult orproceeding wfchtbased uporapsMnfclaim covering any
combination of equipment end/or software In which the System is achy an element and such trent does not forma basis forte clam or (l) any gemlumished by
Customer. Should tin SyIMmb.conrnM)act tom calm ofinfringementoa ijnited 51.?., patent. Ce.rfalmay, atitsexpsnsea doption: (1)p00ure foroustomerfe right to
continue uninterrupted, Customer's use of the affected equipment, soften. waarvser tap reelect urmodly the srnerint n become nonfnhfngbg orf WittWundfc
Customer the depreciated value of the affected items as carried on the books of Customer for tax purposes, on the date of any Injunction, if applicable, In which cess
Customer shag return the affected items to Cartel. In no event shall Cenels llabmy under this Sect/on 18(b) excel the Caen Prkeofthe System. This indemnifying not
apply to any claims arising out of use of affected items manufactured at Customer's request to Customer's production speciL'cations or out o1 use Of 1M affected Items Inc
manner or fora purpose not contemplated by this Agreement
17) RISK OF LOSS, 7IT&EAIM SECURITY INTEREST. --
a) Customer assumes the risk of Ionto the System from the date of its delivery to the Premises. While any part of the Cash Price le unpaid, Customer will maintain adequate
insurance against lire, theft orothe, loss for the Systems full insurabevaluewlth Centel named as loss pays. Title infhe equipment wmpass 017 hllpayment ol1M Cash Price
plus al:tares. The Customer will be rsponsibe for any personal property tares asawad on any portion of Me System on and afar its delivery to the ceterfwahipm.ot tots
Customer.
b) Centelreerves end Customer grants Centelaaacwify interest in the System in the amountol the Cash Price. A copyolthis Areementmay be filed on Centers behadat any
time alteragnature byCelanese se mouriyprenent to pert act Canna •ecurdyintaeat. Customer will executes standard form fivancirgsfatamant(UCC-1). Such Wog
by Centel does not constitute acceptance Orfhi,Agreement by Centel.
1 S) CUSTOMER DEFAULT. IF Customer fads t0 pay any sums when due, Of otherwlas elle to perform any obligation when required, Cent$ in addition a erg other maedis
availableto int law or in equity. may; Of cuss Installing the System, (10dlsconnect the System from the public telephone network, (iigrendertbe System inognbsuntllpad the
Cash Price inlull, (iv) suspend M warranty obligationyamd4Wr (alertly Oafowa;LA..,,A__ with ofr*t.t..Mu eta tekaese .A,,. afb•h_..._.a It. Scar ate OVA ir
Jtrmlwat-••s erg.-__req-aemin) vs -maven orte,wsrow..uya,.mrim ;u.._,u..zuv.w.lwhim belt "rill ehA,.bk dlkvmhw p,rrei.e k; :41/1Ca_Iemarn.w i.S.v
IISt* M mu, sap^' --ser
111) SOFTWARE LICENSE.
a) Unless stated otherwise on a Schedule. Cantel grants Customer a non-exclusive license for el useful life of the System to use the software (including related
documentation) sosty to maintain end operate the System, mowed Gustiest (fides not We any aspect ores software to bedecesOto a Mintagry without CenM's
written consentand maks tenable efforts to ensure Ihallta employees are aware of this obligation; (Muses firte Syalemaohty 1w Cstwnerslnernal buslnesspurposer
(iuld0.. not copy any part ofthesoftware without Centers consent and eft notaroma to devetopany source code from the+Mitware; are (h) return to Centel oreranaor
destroys any software on any media being recycled or discarded and so certifies to CenteL
b) Customer may only transer the right to use the software to any end user who subsequently acquires Me right to use the System, agrees to be bound by the terns of this
license and agrees to pay any applicable lee.
20) Mnc/LLANSOUS,
a) if the Customer usua paean order or similar document m order a System. orport/ons Mereuf, Centers acceptance oraucrorder will be candWonedupon the Customer
referencing this Agreement and tine terms of this agreement and not those contained s such purchase order, shall appy was otherwfae agreed in writing by Centel.
b) This Agreement snot assignable byCustomer without the priorwrittenconsentol Centel. Anyatemptto assign any oflber/ghle, dugeewoblgetlns under this Agreement
without such consent will, at Canals option, be deemed void ora material default or accapte(1 in Centers sole discretion.
e) The waiver by alba party of any default will not opens as a water of any subsequent default.
r /) Culmen wispy all al flaunt.,u.ts v. a Avis. ,^^„Minn namtinahla.M._,,,,r a IMO adMd,Ah Mea, h,.:drad lm aele.ldg MI Apraamdnt.. -
a) Centelsobligationiscontingnt upon et credit report satisfactory to Centel andcorrect arithmetic calculations of quantity and price. This Agreement supersedes al pr/orw
contemporaneous proposals, communications and negotiations, both oral and written and constitutes the entire agreement between Cental and Customer with respect to
the purchase of the System, Any representations, warranties orstafemensmade by an emp)yee,saeaperson oragentdl Cental and notify:need/nthis Agreement an not
binding upon Centel.
I) 11 any court hods any portion of this Agreement unenforceable, Me remaining language shell not be alfedted.
g) Any mgglflcetiormust be in writing end executed by an authorized representative of the party against whom enforcement Is sought
CENTEL
ADDENDUM NO. 1
TO
STANDARD PURCHASE AGREEMENT
CENTEL COMMUNICATIONS SYSTEMS
This Addendum No. 1 to the standard Purchase Agreement
("Agreement"), is entered into by and between Centel Communications
Systems, a division of Centel Communications Company (“Centelft) and
the City of Fayetteville, ("Customer”).
Whereas, on even date herewith, Customer and Centel have agreed to
enter into a certain. Purchase Agreement on the terms and conditions
contained herein and'on the exhibits and schedules thereto; and
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Whereas, Centel)"
and Customer have agreed to amend certain
provisions in the Agreement.
Now, THEREFORE, the parties hereto agree as follows:
1. Paragraph 8 shall be amended as follows:
',Governing Law. This agreement is deemed made and governed
by the law of the State of Arkansas except for its rules
regarding the conflict of laws."
Paragraph 10 shall be amended as follows:
',LIMITATION OF LIABILITY. EXCEPT FOR CLAIMS FOR PERSONAL
INJURIES TO PERSONS OR DAMAGE TO PHYSICAL PROPERTY, CENTEL AND
ITS SUPPLIERS OR SUBCONTRACTORS WILL NOT BE LIABLE FOR (I) ANY
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, (II) COMMERCIAL
LOSS OF ANY RIND (INCLUDING LOSS OF BUSINESS OR PROFITS), OR
(III) LOSS, DAMAGE, OR EXPENSE DIRECTLY OR INDIRECTLY ARISING
FROM CUSTOMER'S USE OF OR INABILITY TO USE THE SYSTEM EITHER
SEPARATELY OR IN COMBINATION WITH OTHER EQUIPMENT OR SOFTWARE;
BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE,
STRICT TORT OR ANY OTHER LEGAL THEORY WHETHER OR NOT CENTEL
OR ITS SUPPLIERS OR ITS SUBCONTRACTORS HAVE BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGE OR LOSS. SOME STATES DO NOT
ALLOW LIMITS ON WARRANTIES OR ON REMEDIES FOR BREACH IN
CERTAIN TRANSACTIONS. IN SUCH STATES, THE LIMITS IN THE
SECTION 10 MAY NOT APPLY."
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Addendum No. 1
Page Two
Paragraph 15 shall be amended as follows:
CEI STEL
"For a period of one year from the Cutover Date (the Warranty
Period), Centel warrants that the system will be free from
defects in materials and workmanship and will perform
according to manufacturer's specifications. If warranty work
is necessary, Centel will at its option, (i) repair the system
in place or (ii) accept return of the system, or components
of the system for repair or replacement. Such repair or
replacement, including both parts and labor, will be at
Centel's expense."
4. Paragraph 16(a) shall be amended as follows:
"Centel will be responsible only for physical injury to
persons (including death) and damage to tangible physical
property to the extent caused by its negligence during
delivery, installation or maintenance, and which is reported
to Centel in writing within (60) calendar days after Customer
obtains knowledge of the incident. Customer will release and
indemnify Centel from and against all other claims including
losses of any person which arise out of the use of or
inability to use, break down of, interruption of, failure to
maintain or incomplete communication through the system.
If any terms of the Agreement and this Addendum conflict, this
Addendum will control.
In WITNESS WHEREOF, the parties
the 7th day of November
have executed this Agreement as of
, 1989.
CENTEL COMMUNICATIONS SYSTEMS
A division of Centel Communications
Company.
By:
"CENTEL"
CITY OF F )�i����iE
G{/TOMER"
"CUSTOMER"
ETTEVILLE
By:
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