Loading...
HomeMy WebLinkAboutACS Enterprise Solutions�p1FFq,�� RESOLUTION 2015-196 ADOPTED DOC ID: 10573 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2015-196 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON FEBRUARY 24,2015: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Software License Agreement between the Town of Southold and ACS Enterprise Solutions, LLC in connection with the purchase and installation of computer software that is a purchase order application that will interface with our current ACS Financial software at a total cost of $3,600.00, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Louisa P. Evans, Justice SECONDER: Robert Ghosio, Councilman AYES: Ghosio, Dinizio Jr, Ruland, Evans, Russell ABSENT: Jill Doherty MARTIN D. FINNEGAN TOWN ATTORNEY martin.finnegan@town.southold.ny.us STEPHEN F. KIELY ASSISTANT TOWN ATTORNEY stephen.kiely@town.southold.ny.us LORI M. HULSE ASSISTANT TOWN ATTORNEY lori.hulse@town. southold.ny.us SCOTT SCOTT A. RUSSELL Supervisor Town Hall Annex, 54375 Route 25 P.O. Box 1179 Southold, New York 11971-0959 OFFICE OF THE TOWN ATTORNEY TOWN OF SOUTHOLD MEMORANDUM To: Lloyd Reisenberg, Network Systems Administrator From: Lynne Krauza Secretary to the Town Attorney Date: March 6, 2015 Telephone (631) 765-1939 Facsimile (631) 765-6639 RECEIVED Southold Town Clerk Subject: Software License Agreement w/ACS Enterprise Solutions, LLC Purchase & Installation of New Computer Software Please be advised that Lori has reviewed and approved the attached Agreement in connection with the referenced matter. In this regard, I am enclosing two counterparts of said Agreement, which have been executed by Supervisor Russell. Also attached is the Quote, which was also executed by the Supervisor along with a copy of the resolution authorizing Scott to sign this document. Kindly have ACS Enterprise Solutions countersign said Agreement and Quote and provide me with a fully executed original of same. me. Thank you for your attention. If you have any questions, please feel free to call /Ik Enclosures cc: Elizabeth A. Neville, Town Clerk xerox A° SOFTWARE LICENSE AGREEMENT ACS Enterprise Solutions, LLC 130 Division Street Waite Park, MN 56387 ("ACS")' And Town of Southold PO BOX 1179 Southold, NY 11971 ("Licensee") THIS AGREEMENT is made between ACS and Licensee as of the Effective Date. The parties agree as follows: 1. DeEnitions. "Baseline" means the general release version of a Component System as updated to the particular time in question through both ACS' warranty services and, if procured separately by Licensee, ACS' Product Support & Enhancement Program, but without any other modification whatsoever. "Component System" means any one of the computer software programs which is identified in Exhibit 1 as a Component System, including the Object Code and all related specifications, documentation, technical information, and all corrections, modifications, additions, improvements and enhancements to and for such Component System available through both ACS' warranty services and, if procured separately by Licensee, ACS' Product Support & Enhancement Program. "Confidential Information" means non-public information of a party to this Agreement. Confidential Information of ACS includes the Licensed Software, all software provided with the Licensed Software, and all associated documentation, technical information, algorithms, methods, techniques and processes revealed by the Source Code of the Licensed Software and any software provided with the Licensed Software. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Recipient; (ii) the Discloser regularly discloses to third parties without restriction on disclosure; or (iii) the Recipient obtains from a third party without restriction on disclosure and without breach of a non -disclosure obligation. "Delivery Address" means the Licensee shipping address set forth in Exhibit 1 as the Delivery Address. "Delivery Date" means the date on which ACS ships the Component System(s) to the Delivery Address F.O.B. Lexington, Kentucky. "Discloser" means the party providing its Confidential Information to the Recipient. "Documented Defect" means a material deviation between the Baseline Component System and its documentation, for which Documented Defect ACS has confirmed that Licensee has given ACS enough information for ACS to replicate the deviation on a computer configuration which is both comparable to the Equipment and is under ACS' control. "Effective Date" means the date identified on the signature page of this Agreement as the Effective Date. "Equipment" means the hardware and systems software configuration identified in Exhibit 1 as the Equipment. "Exhibit 1" means, collectively: (i) The schedule attached to this Agreement which is marked as "Exhibit 1," including all attached Software Supplements; and (ii) any schedule also marked as "Exhibit 1" (also including any attached Software Supplements) that is attached to any amendment to this Agreement. "Intellectual Property Righ" means all patents, patent rights, patent applications, copyrights, copyright registrations, trade secrets, trademarks and service marks and Confidential Information. "Licensed Software" means the Component Systems listed in Exhibit 1. "Licensee Employees" means: (i) Licensee's employees with a need to know; and (ii) third party consultants engaged by Licensee who have a need to know, who have been pre -approved by ACS, and who, prior to obtaining access to the Licensed Software, have executed an ACS -approved non -disclosure agreement. "Object Code" means computer programs assembled, compiled, or converted to magnetic or electronic binary form on software media, which are readable and usable by computer equipment. "Recipient" means the party receiving Confidential Information of the Discloser. "Software Supplement" means, with respect to a Component System, the addendum provided as part of Exhibit 1 that contains additional terms, conditions, limitations and/or other information pertaining to that Component System. If any terms of a Software Supplement conflicts with any other terms of this Agreement, the terms of the Software Supplement will control. "Source Code" means computer programs written in higher-level programming languages, sometimes accompanied by English language comments and other programmer documentation. 2. Right to Grant License and Ownership. ACS has the right to grant Licensee this license to use the Licensed Software. Except as otherwise indicated in a Software Supplement, ACS owns the Licensed Software. 3. License. Subject to the terms and conditions of this Agreement, ACS grants Licensee a revocable, non- exclusive, non -transferable license to use, store, transmit and display the Licensed Software on the Equipment within the United States of America for Licensee's own, non-commercial computing operations. The computer readable media containing Source Code and Object Code for the Licensed Software may also contain Source Code and Object Code for Component Systems for which Licensee is not granted a license for use. Licensee may not make any use of any Source Code and/or Object Code for any such Component Systems for which Licensee is not expressly obtaining a license for use under this Agreement. Any rights not expressly granted in this Agreement are expressly reserved. (a) Source Code. Unless otherwise specified in Exhibit 1 to this Agreement, Licensee shall have no right to access, copy or otherwise use the Source Code for any Component System. If Exhibit 1 to this Agreement specifically authorizes Licensee to use the Source Code, then Licensee will not disclose all or any part of the Source Code for the Licensed Software to any person except Licensee Employees who, before obtaining access to the Source Code, have been informed by Licensee in writing of the non -disclosure obligations imposed on both Licensee and such Licensee Employees under this Agreement. (b) Object Code. Licensee has right to use the Licensed Software in Object Code form only, and exclusively on the Equipment set forth in Exhibit 1. Licensee also has the right to use the Licensed Software in Object Code form temporarily on one other ACS - supported configuration, for disaster recovery of Licensee's computer operations. (c) Documentation. Except as otherwise provided for in the applicable Software Supplement, Licensee can make a reasonable number of copies of the documentation for each Component System for its own internal use in accordance with the terms of this Agreement. (d) Restrictions on Use of the Licensed Software. Licensee is prohibited from causing or permitting the reverse engineering, disassembly or decompilation of the Licensed Software. Licensee is prohibited from modifying, improving or otherwise enhancing the Licensed Software. Licensee is prohibited from using the Licensed Software to provide service bureau data processing services or to otherwise provide data processing services to third parties. Licensee will not allow the Licensed Software to be used by, or disclose all or any part of the Licensed Software to, any person except Licensee Employees. Without limiting the foregoing, Licensee is permitted to allow use of the input and/or output sensory displays of or from the Licensed Software by third parties on a strict "need to know" basis, and such use shall not be deemed a non -permitted disclosure of the Licensed Software. Licensee will not allow the Licensed Software, in whole or in part, to be exported outside of the United States of America, in any manner or by any means, without in each instance obtaining ACS' prior written consent and, if required, a validated export license from the Office of Export Administration within the U.S. Department of Commerce and such other appropriate United States governmental authorities. (e) Intellectual Property Rights Notices. Licensee is prohibited from removing or altering any of the Intellectual Property Rights notice(s) embedded in or that ACS otherwise provides with the Licensed Software. Licensee must reproduce the unaltered Intellectual Property Rights notice(s) in any full or partial copies that Licensee makes of the Licensed Software. (f) Software Updates and Customizations. This License Agreement applies to all software updates and supplements to the Licensed Software delivered by ACS after the Effective Date (whether or not such updates or supplements were delivered in connection with ACS' warranty program or through ACS' Product Support & Enhancement program). Unless otherwise specified in a Software Services Agreement, this License Agreement shall also apply to any customizations of the Licensed Software provided by ACS, including any updates and supplements related thereto. Licensee acknowledges and agrees that all such customizations to the Licensed Software constitute "derivative work" within the meaning of the definition set forth in Section 101 of the U.S. Copyright Act 4. Available Services. ACS can provide Licensee with services under a separate Software Services Agreement or a Product Support & Enhancement Agreement. 5. Delivery. Except as otherwise provided in Exhibit 1, ACS will deliver all Component Systems to Licensee at the Delivery Address within thirty (30) days after the Effective Date. 6. Payment and Taxes. (a) Payment. Licensee will pay ACS as provided for in Exhibit 1. Licensee will also reimburse ACS for actual travel and living expenses that ACS incurs in providing Licensee with services under this Agreement, with reimbursement to be on an as -incurred basis. ACS will use reasonable efforts to limit travel and living expenses by using coach air fare, booked in advance when available, staying at hotels identified in advance by Licensee as offering Licensee's contractors a discounted rate, and sharing rental cars. Licensee will also reimburse ACS for all charges incurred in connection with accessing Equipment. Reimbursement is subject to any statutory reimbursement limitations imposed on Licensee contractors, and Licensee will provide ACS with a copy of such limitations before ACS incurs expenses. Licensee will pay each ACS invoice by no later than thirty (30) days after receipt. Late payments are subject to a late charge equal to the lesser of. (i) the prime lending rate established from time to time by Mellon Bank, N.A., Philadelphia, Pennsylvania plus three percent (3%); and (ii) the highest rate permitted by applicable law. (b) Taxes. Licensee is responsible for paying all taxes (except for taxes based on ACS' net income or capital stock) relating to this Agreement, the Licensed Software, any services provided or payments made under this Agreement. Applicable tax amounts (if any) are NOT included in the fees set forth in this Agreement. If Licensee is exempt from the payment of any such taxes, Licensee must provide ACS with a valid tax exemption certificate; otherwise, absent proof of Licensee's direct payment of such tax amounts to the applicable taxing authority, ACS will invoice Licensee for and Licensee will pay to ACS all such tax amounts. 7. Limited Warranty. Disclaimer of Warranty and Election of Remedies. (a) Limited Software Warrantyby ACS and Remedy For Breach. For each Component System, ACS warrants to Licensee that, for period of ninety (90) days beginning on the Delivery Date, the Baseline Component System, as used by Licensee on the Equipment for its own, non-commercial computing operations, will operate without Documented Defects. For each Documented Defect, ACS, as soon as reasonably practicable and at its own expense, will provide Licensee with an avoidance procedure for or a correction of the Documented Defect. If, despite its reasonable efforts, ACS is unable to provide Licensee with an avoidance procedure for or a correction of a Documented Defect, then, subject to the limitations set forth in Section 16 of this Agreement, ACS in its discretion may either (1) equitably adjust the fees due to ACS as specified in Exhibit 1, or (2) if the fees specified in Exhibit 1 have already been paid to ACS, equitably reimburse all or part of such fees. These remedies are exclusive and are in lieu of all other remedies, and ACS' sole obligations for breach of this limited warranty are contained in this Section 7(a). (b) Disclaimer of Warranty. The limited warranty in Section 7(a) is made to Licensee exclusively and is in lieu of all other warranties. ACS MAKES NO OTHER WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD TO THE LICENSED SOFTWARE, IN WHOLE OR IN PART. ACS EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. ACS EXPRESSLY DOES NOT WARRANT THAT THE LICENSED SOFTWARE, IN WHOLE OR IN PART, WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE OTHER THAN THE EQUIPMENT. LICENSEE WAIVES ANY CLAIM THAT THE LIMITED WARRANTY SET FORTH IN SECTION 7(a) OR THE REMEDY FOR BREACH OF SUCH LIMITED WARRANTY FAILS OF ITS ESSENTIAL PURPOSE. (c) Abrogation of Limited Warranty.The limited warranty in Section 7(a) will be null and void if: (i) anyone (including Licensee) other than ACS modifies the Baseline Component System, or otherwise attempts to reverse engineer, disassemble or decompile the Licensed Software; (ii) the Baseline Component System has been damaged through the negligence or misconduct of parties other than ACS, or as a result of Licensee's failure to operate the Licensed Software in accordance with the operating instructions of ACS; (iii) a force majeure event occurs, or if the software is exposed to unusual physical or electrical stress; or (iv) Licensee does not implement changes that ACS provides to correct or improve the Baseline Component System. If despite any modification of the Component System, ACS can replicate the reported problem in the Baseline Component System as if the problem were a Documented Defect, then ACS will nonetheless provide Licensee with an avoidance procedure for or a correction of that reported problem for use in the Baseline Component System as though the reported problem were a Documented Defect. (d) FAILURE OF ESSENTIAL PURPOSE THE PARTIES HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN SECTIONS 7 AND 16 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, AND REGARDLESS OF WHETHER LICENSEE HAS ACCEPTED ANY LICENSED SOFTWARE OR SERVICE UNDER THIS AGREEMENT. 8. Confidential Information. Except as otherwise permitted under this Agreement, the Recipient will not knowingly disclose to any third party, or make any use of the Discloser's Confidential Information. The Recipient will use at least the same standard of care to maintain the confidentiality of the Discloser's Confidential Information that it uses to maintain the confidentiality of its own Confidential Information of equal importance. Except in connection with the Licensed Software and any software provided with the Licensed Software, the non -disclosure and non-use obligations of this Agreement will remain in full force with respect to each item of Confidential Information for a period of ten (10) years after Recipient's receipt of that item. However, Licensee's obligations to maintain both the Licensed Software and any software provided with the Licensed Software as confidential will survive in perpetuity. 9. Indemnity by ACS. ACS will defend, indemnify and hold Licensee harmless from and against any loss, cost and expense that Licensee incurs because of a claim that use of a Baseline Component System infringes any United States copyright of others. ACS' obligations under this indemnification are expressly conditioned on the following: (i) Licensee must promptly notify ACS of any such claim; (ii) Licensee must in writing grant ACS sole control of the defense of any such claim and of all negotiations for its settlement or compromise (if Licensee chooses to represent its own interests in any such action, Licensee may do so at its own expense, but such representation must not prejudice ACS' right to control the defense of the claim and negotiate its settlement or compromise); (iii) Licensee must cooperate with ACS to facilitate the settlement or defense of the claim; (iv) the claim must not arise from modifications or (with the express exception of the other Component Systems and third party hardware and software specified by ACS in writing as necessary for use with the Licensed Software) from the use or combination of products provided by ACS with items provided by Licensee or others. If any Component System is, or in ACS' opinion is likely to become, the subject of a United States copyright infringement claim, then ACS, at its sole option and expense, will either: (A) obtain for Licensee the right to continue using the Component System under the terms of this Agreement; (B) replace the Component System with products that are substantially equivalent in function, or modify the Component System so that it becomes non -infringing and substantially equivalent in function; or (C) refund to Licensee the portion of the license fee paid to ACS for the Component System(s) giving rise to the infringement claim, less a charge for use by Licensee based on straight line depreciation assuming a useful life of five (5) years. THE FOREGOING IS ACS' EXCLUSIVE OBLIGATION WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. 10. Term and Termination. (a) Right of Termination. A party has the right to terminate this Agreement if the other party breaches a material provision of this Agreement. Either party has the right to terminate this Agreement at any time while an event or condition giving rise to the right of termination exists. To terminate this Agreement, the party seeking termination must give the other party notice that describes the event or condition of termination in reasonable detail. From the date of its receipt of that notice, the other party will have thirty (30) days to cure the breach to the reasonable satisfaction of the party desiring termination. If the event or condition giving rise to the right of termination is not cured within that period, this Agreement will automatically be deemed terminated at the end of that period. However, notice to ACS of a suspected Documented Defect will not constitute a notice of termination of this Agreement. (b) Effect of Termination. Upon termination of this Agreement by either party, Licensee will promptly return to ACS or (at ACS' request) will destroy all copies of the Licensed Software, and will certify to ACS in writing, over the signature of a duly authorized representative of Licensee, that it has done so. (c) Survival of Obligations. All obligations relating to non-use and non -disclosure of Confidential Information and indemnity will survive termination of this Agreement. (d) Termination Without Prejudice to Other Rights and Remedies. Termination of this Agreement will be without prejudice to the terminating party's other rights and remedies pursuant to this Agreement. 11. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when: Delivered personally; sent by United States registered or certified mail, return receipt requested; transmitted by facsimile confirmed by United States first class mail; or sent by overnight courier. Notices must be sent to a party at its address shown on the first page of this Agreement, or to such other place as the party may subsequently designate for its receipt of notices. Licensee must promptly send copies of any notice of material breach and/or termination of the Agreement to ACS' General Counsel at 1733 Harrodsburg Road, Lexington, KY 40504, FAX number (859) 277-2300, or to such other place as ACS may subsequently designate for its receipt of notices. 12. Force Majeure. Neither party will be liable to the other for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including Acts of God, acts of war, accident, labor disruption, acts, omissions and defaults of third parties and official, governmental and judicial action not the fault of the party failing or delaying in performance. 13. Assignment. Neither party may assign any of its rights or obligations under this Agreement, and any attempt at such assignment will be void without the prior written consent of the other party. For purposes of this Agreement, "assignment" shall include use of the Licensed Software for benefit of any third party to a merger, acquisition and/or other consolidation by, with or of Licensee, including any new or surviving entity that results from such merger, acquisition and/or other consolidation. However, the following shall not be considered "assignments" for purposes of this Agreement: ACS' assignment of this Agreement or of any ACS rights under this Agreement to ACS' successor by merger or consolidation or to any person or entity that acquires all or substantially all of its capital stock or assets; and ACS' assignment of this Agreement to any person or entity to which ACS transfers any of its rights in the Licensed Software. 14. No Waiver. A party's failure to enforce its rights with respect to any single or continuing breach of this Agreement will not act as a waiver of the right of that party to later enforce any such rights or to enforce any other or any subsequent breach. 15. Choice of Law: Severability. This Agreement will be governed by and construed under the laws of the U.S. state or U.S. territory in which the Delivery Address is physically situated, as applicable to agreements executed and wholly performed therein, but without regard to the choice of law provisions thereof. If any provision of this Agreement is illegal or unenforceable, it will be deemed stricken from the Agreement and the remaining provisions of the Agreement will remain in full force and effect. 16. LIMITATIONS OF LIABILITY. (a) LIMITED LIABILITY OF ACS. ACS' LIABILITY IN CONNECTION WITH THE LICENSED SOFTWARE, THIS LICENSE OR ANY OTHER MATTER RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEE THAT LICENSEE ACTUALLY PAID TO ACS (OR, IF NO DISCRETE FEE IS IDENTIFIED IN EXHIBIT 1, THE FEE REASONABLY ASCRIBED BY ACS) FOR THE COMPONENT SYSTEM GIVING RISE TO THE LIABILITY. (b) EXCLUSION OF DAMAGES. REGARDLESS WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL ACS BE LIABLE TO LICENSEE FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT ACS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. (c) BASIS OF THE BARGAIN. LICENSEE ACKNOWLEDGES THAT ACS HAS SET ITS FEES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. 17. Entire Acreement. This Agreement contains the entire understanding of the parties with respect to its subject matter, and supersedes and extinguishes all prior oral and written communications between the parties about its subject matter. Any purchase order or similar document which may be issued by Licensee in connection with this Agreement does not modify this Agreement. No modification of this Agreement will be effective unless it is in writing, is signed by each party, and expressly provides that it amends this Agreement. THE PARTIES have executed this Agreement through the signatures of their respective authorized representatives. Effective Date: _February 9. 2015 ACS Enterprise Solutions, LLC By: John Hlavac (Printed Name of Signatory) Director (Printed Title of Signatory) Date Townof S hold, NY By: ICAQI���1 (Printed Name of Signatory) 1 (Printed Vle of Signatory) ZJq/13 Date EXHIBIT 1 Licensee: Town of Southold PO BOX 1179 Southold, NY 11971 LICENSED SOFTWARE! ACS LICENSED NUMBER OF SOURCE SOFTWARE FEES COMPONENT (Y/1) CONCURRENT CODE SUPPLEMENT SYSTEMS USERS LICENSED (Y NewVision Unlimited No None $3,600.00 Purchase Order Software Application $0.00 $0.00 Sub -Total: $3,600.00 TOTAL $3,600.00 LICENSE FEES: NOTICE: To use any of the Licensed Software, Licensee must also obtain, install on the Equipment and maintain ACS -supported versions of certain relational database management software products and certain software/hardware peripherals. By this notice, ACS is advising Licensee that Licensee should consult with ACS to obtain a written listing of such necessary relational database management software products and software/hardware peripherals. PAYMENT: Licensee will pay ACS the entire applicable license fee by no later than thirty (30) days after the Effective Date. ACS will invoice Licensee for all other services and applicable charges, as ACS renders the services or Licensee incurs the charges, as applicable. DELIVERY: Unless otherwise indicated below, each of the Component Systems identified above shall be delivered within thirty (30) days following the Effective Date. ACS will deliver each of the above -listed Component Systems within thirty (30) days after the date on which ACS first makes the Component System available in a general release version. ACS Enterprise Solutions, LLC 130 Division Street ■ Waite Park, MN 56387-0548 • (320) 253-2170 MISCELLANEOUS NEW VISION — QUOTE Quote Date: February 5, 2015 CLIENT: Town of Southold Ship Town of Southold PO BOX 1179 To: PO BOX 1179 Southold, NY 11971 Southold, NY 11971 Iloyd.reisenbergCa)town.southold.ny.us Training, Enhancements & Other Miscellaneous Services Price Payment Schedule & Terms Xerox NewVision Purchase Order Software Training. 2 hours of WebEx $310.00 Net 30 after receipt of installation and training of the NewVision Purchase Order software ACS invoice for these application. services. Grand Total: $310.00 "PLEASE FAX BACK ALL PAGES TO 320.255.9986 OR MAIL TO ACS 130 DIVISION STREET WAITE PARK, MN 56387" APPROVED BY CLIEN Signature : 4 Title:i • rft Date. APPROVED BY XEROX Signature : Name: John L. Hlavac Title: Director Date: Page 1 of 1