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HomeMy WebLinkAbout309950 T2 SYSTEMS INC - CONTRACT - RFP - PARKING MANAGEMENT SYSTEMSOFTWARE SUBSCRIPTION AGREEMENT THIS AGREEMENT is entered into as of November 23, 2005 ("Effective Date"), by and between T2 Systems, Inc. with its principal office located at 7835 Woodland Drive, Suite 250, Indianapolis, Indiana 46278, Telephone: 317-524-5500, Facsimile: 317-524-5501, Contact and Email: Tim Maginn, tmaginn@t2systems.com ("72 Systems"), and THE CITY OF FORT COLLINS with its principal office located at 215 NORTH MASON, PO BOX 580, FORT COLLINS, CO 80522, Telephone: (970) 416-2058, Facsimile: (970) 416-2452, Contact and email: Randy Hensley, rhensley@fcgov.com ("Subscriber"). WHEREAS, T2 Systems owns the Software, as defined below; and WHEREAS, the parties desire that T2 Systems license to Subscriber non-exclusive rights to use the Software for Subscriber's internal use on computers under the control of Subscriber, all in accordance with the terms and conditions hereof, NOW, THEREFORE, in reliance on the mutual covenants and promises, representations and agreements set forth herein, the parties agree as follows: 1. Definitions. 1.1 "Software." PowerPark Flex and all related software components including, but not limited to, handheld ticket -writer software as specified on the applicable Purchase Order(s) and any updates that may be licensed in the future by T2 Systems from time to time. 1.2 "Complete Software Package." All modules and managers offered under PowerPark. 1.3 "Authorized Concurrent Users." The number of Subscriber's employees working at designated Subscriber facilities that are authorized to access and use the Software concurrently. 1.4 "Proprietary Rights." Any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, moral rights, contract or subscription rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, animated characters, trademarks, service marks, and other similar rights or interests in intellectual or industrial property. Unless Subscriber has a Subscription to the Complete Software Package, Subscriber may not develop its own applications, interfaces, etc. to the Software. Subscribers to the Complete Software Package may develop its own applications, interfaces, etc. to the Software for its own internal and non-commercial use. 2 Subscription. Subject to the terms and conditions hereof, during the term hereof, T2 Systems hereby grants to Subscriber only to the extent of Authorized Concurrent Users the non-exclusive right under the Proprietary Rights of T2 Systems to use the Software only on any single computer and transmit the Software over an internal computer network to Authorized Concurrent Users who may access the Software concurrently with any other user. 3. Restrictions. 3.1 Subscriber may copy and use the Software only (i) for its internal business operations, and (ii) for Subscriber's reasonable back-up and archival purposes. Subscriber shall not (i) modify, disassemble, or decompile the Software for any purpose, or attempt to derive a source code language version of the Software; or (ii) permit the Software to be sublicensed, re -marketed, redistributed, or used as part of a service bureau. All rights not expressly granted to Subscriber herein are expressly reserved by T2 Systems. 3.2 Subscriber shall not: (i) transmit or share identification and/or password codes to persons other than the Authorized Concurrent Users for whom such codes were generated; (ii) permit Authorized Concurrent Users to share identification and/or password codes with others; or (iii) permit the identification and/or password codes to be cached in proxy servers and accessed by individuals who are not Authorized Concurrent Users. 4. Purchase of Additional Subscriptions. Subscriber may elect to purchase additional subscriptions via Purchase Order from time to time. Such additional subscriptions shall be governed by the terms and conditions hereof. Pricing for additional subscriptions shall be in accordance with T2 Systems' pricing schedule. Subscriber agrees that, absent T2 Systems' express written acceptance thereof, the terms and conditions contained in any purchase order or other document issued by Subscriber to T2 Systems for the purchase of additional subscriptions, shall not be binding on T2 Systems to the extent that such terms and conditions are additional to or inconsistent with those contained in this Agreement. 5. Technical Support Services. Payment in full of Subscription Fee entitles Subscriber to Standard Technical Support in the form of responses to questions by email or telephone. Subscriber may also purchase Enhanced Technical Support via Purchase Order in accordance with T2 Systems' pricing schedule. If additional services are required for the proper use and operation of the Software, T2 Systems shall provide such training and/or consulting services at its then -current standard rates for time and materials. Standard Enhanced 5.1 Assistance with upgrading Software Included Included 5.2 Assistance with upgrades to Oracle database releases Included Included 5.3 Assistance with installation of Oracle patches Excluded Included 5.4 Assistance with moving Oracle database to servers Excluded Included 5.5 Assistance with creation of test database Excluded Included 5.6 Monthly scheduled connection to Oracle server to check for needed maintenance to database and/or Oracle software. May include memory adjustments, manual extension of table spaces / data files, exports and imports to clean up internal fragmentation Excluded Included 5.7 The above six (6) items may be scheduled after normal Technical Support hours Excluded Included 5 Per 12-Months 10 Per 12-Months 5.8 Assistance with Crystal Reports queries of Subscription of Subscription 2 Hour 30 Minute 5.9 Technical Support hours are 8:00 a.m. EST to 8:00 p.m. Call Back Call Back 5.10 Authorized Concurrent Users may participate in on-line T2 Systems training on Software upgrades Excluded Included Standard Enhanced 5.11 Coupons for eight (8) hours of on-line training per 12-months of Subscription Excluded Included Up to 6 During 5.12 Database rebuilds or repairs. Excluded Term of Agreement 6. Technical Support Exclusions. T2 Systems will not be responsible for failure to correct a problem to the extent that T2 Systems is unable to replicate the problem, or if the problem is caused by (i) misuse of the Software, (ii) failure by Subscriber to utilize compatible computer and networking hardware and software, (iii) interaction with software or firmware not provided by T2 Systems, (iv) any change in applicable operating system software, or (v) the failure of Subscriber to install Updates to the Software provided by T2 Systems. In any such event, T2 Systems will advise Subscriber and, upon request, will provide such assistance as Subscriber may reasonably request with respect to such problem at T2 Systems' standard hourly rates for Support. 7. Cooperation. Subscriber acknowledges (i) that certain services or obligations of T2 Systems hereunder may be dependant on Subscriber providing certain data, information, assistance, or access to Subscriber's systems, (collectively, "Cooperation"), and (ii) that such Cooperation may be essential to the performance of such services by 72 Systems. The parties agree that any delay or failure by T2 Systems to provide services hereunder which is caused by Subscriber's failure to provide timely Cooperation reasonably requested by T2 Systems shall not be deemed to be a breach of T2 Systems' performance obligations under this Agreement. 8. Subscription Fee. Subscriber shall pay to T2 Systems Subscription Fee for the use of the Software, fixes, patches and updates to the Software applicable to the Subscriber's Purchase Order, and technical support services provided hereunder in accordance with the applicable Purchase Order. T2 Systems reserves the right to increase the Subscription Fee by the lesser of three percent (3%) or the U.S. Consumer Price Index — Urban (CPI-U, US City Average — All Items) Not Seasonally Adjusted (NSA) for the most recent twelve (12) month period as published by the U.S. Bureau of Labor Statistics at hqp://www.bls.gov/cpi/home.htm following the first twelve (12) month period following the Effective Date of this Agreement until termination. The CPI-U (NSA) as of the Effective Date being 2.7%. 9. Ownership. Title to the Proprietary Rights embodied in the Software shall remain in and be the sole and exclusive property of T2 Systems. Subscriber shall not alter, change or remove any proprietary notices or confidentiality legends placed on or contained within the Software. 10. Confidentiality of Software. Subscriber acknowledges T2 Systems' claim that the Software embodies valuable trade secrets consisting of algorithms, logic, design, and coding methodology proprietary to T2 Systems. Subscriber shall safeguard the confidentiality of the Software, using the same standard of care which Subscriber uses for its similar confidential materials, but in no event less than reasonable care. 11. Limited Warranty. This limited warranty shall apply only to (i) the Software, including any customizations which may be provided by T2 Systems, and (ii) Updates provided as part of technical support, but excluding (i) customizations which may be provided after the initial installation of the Software, and (ii) Upgrades ("Warranted Software"). Commencing with installation and continuing for the term of this subscription license agreement, T2 Systems warrants that the Warranted Software (i) will conform as to all material operational features and performance characteristics as provided in the documentation supplied by T2 Systems and in the Work Order(s) for initial customizations to the Software, and (ii) will be free of errors and defects that materially affect the performance of such features; provided, however, that (i) the Warranted Software is implemented and operated in accordance with all written instructions supplied by T2 Systems, (ii) Subscriber notifies T2 Systems in writing of such nonconformity, error, or defect within thirty (30) days of the appearance thereof, and (iii) Subscriber has promptly and properly installed all Updates provided to Subscriber as part of technical support. If Subscriber timely notifies T2 Systems in writing of any such nonconformity, error, or defect, T2 Systems shall at its sole and exclusive option repair or replace the Warranted Software at T2 Systems' sole cost and expense. During the warranty period, T2 Systems shall provide telephone consultation regarding the use and operation of the Software. THE REMEDIES SET OUT IN THIS SECTION ARE THE SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF THE LIMITED WARRANTY. T2 SYSTEMS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET SUBSCRIBER'S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH SUBSCRIBER MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR -FREE, OR THAT ALL SOFTWARE ERRORS WILL BE CORRECTED. Notwithstanding any other provisions of this Agreement to the contrary, the limited warranty shall not apply to non -conformities, errors, or defects due to any of the following: (i) misuse of the Software, (ii) failure by Subscriber to utilize compatible computer and networking hardware and software, (iii) interaction with software or firmware not provided by T2 Systems, (iv) any change in applicable operating system software, or (v) the failure of Subscriber to install updates provided by T2 Systems. 12. Warranty Disclaimers. EXCEPT FOR THE LIMITED WARRANTY, TO THE EXTENT ALLOWED BY LAW, T2 SYSTEMS ON BEHALF OF ITSELF AND ITS SUPPLIERS HEREBY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING IMPLIED WARRANTIES RESPECTING MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY. SUBSCRIBER ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS AGREEMENT HAVE BEEN MADE RESPECTING THE SOFTWARE OR SERVICES TO BE PROVIDED HEREUNDER, AND THAT SUBSCRIBER HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY SET OUT IN THIS AGREEMENT. 13. Proprietary Rights Warranty and Indemnification. T2 Systems represents and warrants that T2 Systems has the authority to license the rights to the Software which are granted herein. T2 Systems shall defend, indemnify, and hold Subscriber harmless from claim or damage arising out of (i) the lack of right or authority to license the Software, or (ii) infringement of any U.S. copyright, trade secret, or patent known to T2 Systems as a result of the use of a current, unmodified copy of the Software; provided, however, that T2 Systems is promptly notified in writing of any such suit or claim, and further provided that Subscriber permits T2 Systems to defend, compromise, or settle same, and provides all available information and reasonable assistance to enable T2 Systems to do so. The foregoing is exclusive and states the entire liability of T2 Systems with respect to infringements or misappropriation of any Proprietary Rights by the Software. 14. Limitation of Liability. T2 SYSTEMS' ENTIRE, CUMULATIVE LIABILITY FOR MONEY DAMAGES ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO SUBSCRIPTION FEE PAID BY SUBSCRIBER UNDER THIS AGREEMENT FOR THE THREE MONTHS PRIOR TO ANY MATERIAL BREACH OF THIS AGREEMENT BY T2 SYSTEMS. 15. Disclaimer of Incidental and Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY INCLUDING CONTRACT AND TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCTS LIABILITY) FOR ANY INDIRECT, SPECIAL OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF THE PARTY CAUSING SUCH DAMAGES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 16. Injunctive Relief. The parties hereby agree that any breach of any provision hereof regarding confidentiality or protection of Proprietary Rights would constitute irreparable harm, and that the aggrieved party shall be entitled to specific performance and/or injunctive relief in addition to other remedies at law or in equity. 17. Term of Agreement. The initial term of this Agreement shall commence at the date the Software is installed or twelve (12) months from the Effective Date of the Software Subscription Agreement, whichever is earlier, and shall continue for a period of SIXTY (60) months ("Initial Term"). If a delay in installation is caused by T2 Systems, the initial term of this Agreement shall commence at the date the Software is installed. After the expiration or termination of this Agreement, any existing order then still in effect shall continue unaffected and in full force and effect unless otherwise terminated as provided herein or in such order. 18. Automatic Renewal of Agreement. Upon expiration of the Initial Term, this Agreement will automatically renew and shall continue for a period of TWELVE (12) months ("Auto Renewal Term") unless canceled by Subscriber within thirty (30) days of the expiration of the Initial Term or an existing Auto Renewal Term. 19. Automatic Termination. Unless T2 Systems promptly notifies Subscriber to the contrary in writing after discovery of the relevant facts, this Agreement and all orders will terminate immediately without notice upon the institution of insolvency, bankruptcy, or similar proceedings by or against T2 Systems, any assignment or attempted assignment by T2 Systems for the benefit of creditors, or any appointment, or application for such appointment, of a receiver for T2 Systems. 20. Termination for Cause. If either party fails to comply with any of the material terms and conditions of this Agreement or Purchase Order, including without limitation the payment of any Subscription Fee or reimbursement due and payable to T2 Systems under this Agreement, the non -defaulting party may terminate this Agreement and/or any or all Purchase Orders and any and all subscription rights upon fifteen (15) days' written notice to the defaulting party specifying any such breach, unless within the period of such notice, all breaches specified therein shall have been remedied. 21. Return of Materials. Within ten (10) days of the expiration or termination hereof, Subscriber shall cease using the Software, remove the Software from its computer systems and return to T2 Systems the Software and all copies of all other materials supplied by T2 Systems. 22. Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by email or facsimile (provided delivery is confirmed), or U.S. Mail (registered or certified only), return receipt requested, in each case to the address set forth on the initial page hereof or at such other addresses as shall be designated in writing by either party to the other in accordance with this Section. Such notice will be deemed to be given when received. 23. Assignment. Subscriber shall not assign this Agreement or any right or interest under this Agreement, nor delegate any work or obligation to be performed under this Agreement, without T2 Systems' prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective. 24. Continuing Obligations. The following obligations shall survive the expiration or termination hereof. (i) any and all warranty disclaimers, limitations of liability and indemnities granted by either party herein, (ii) any covenant granted herein for the purpose of determining ownership of, or protecting, the Proprietary Rights, including without limitation, the confidential information of either party, or any remedy for breach thereof, and (iii) the payment of taxes, duties, or any money to T2 Systems hereunder. 25. Arbitration. Except for actions to protect Proprietary Rights and to enforce an arbitrator's decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association ("AAA") then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Fort Collins, Colorado. The arbitrator shall apply the laws of the State of Colorado to all issues in dispute. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Legal fees shall be awarded to the prevailing party in the arbitration. 26. Independent Contractors. The relationship of the parties is that of independent contractor, and nothing herein shall be construed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Subscriber shall have no authority to enter into agreements of any kind on behalf of T2 Systems and shall not have the power or authority to bind or obligate T2 Systems in any manner to any third party. 27. Force Majeure. Neither 72 Systems nor Subscriber shall be liable for damages for any delay or failure of delivery arising out of causes beyond their reasonable control and without their fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, or communications failures. 28. Export Laws. For all or any portion of the Software exported, re-exported, transported or transmitted outside the United States by any means, including without limitation, by physical delivery, email, electronic transmission, or download from a web site, Subscriber shall comply fully with all relevant export laws and regulations of the United States to assure that neither the Software nor any direct product thereof, is exported directly or indirectly whether pursuant to a permitted transfer, or otherwise pursuant to the terms of this Agreement, in violation of the United States law. Upon request, T2 Systems shall provide relevant information regarding T2 Systems' compliance with such laws and regulations. 29. Miscellaneous. This Agreement shall be construed under the laws of the State of Indiana, without regard to its principles of conflicts of law. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be. Level of Technical Support selected by Customer (Check One): X Standard Enhanced IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed below. T2 SYSTEMS, INC. THE CITY OF FORT COLLINS By: V4U By: � r Print: m n Prin : Title:y !'tip 6f Title: DE74A t�TO✓L pj'e.L 4A"z;1u G f/:;TSlc � (aOT' PURCHASE ORDER NO. NUMBER This Purchase Order No. NUMBER shall be governed by the terms and conditions of a certain Software Subscription Agreement by and between the parties dated November 23, 2005. Capitalized terms used in this Purchase Order and not otherwise defined shall have the same meaning as set forth in the body of the Software Subscription Agreement. A. SOFTWARE PROVIDED A.1. Software Provided: PowerPark Flex and all related software components including, but not limited to, handheld ticket -writer software as specified on the applicable Purchase Order(s) and any updates which may be provided by T2 Systems from time to time. A.2. Authorized Concurrent Users and Authorized Facilities: TEN (10) Subscriber employees of the CITY OF FORT COLLINS, presently located at 215 NORTH MASON, FORT COLLINS, PO BOX 580, CO 80522. Employees of other facilities are not authorized users under this Purchase Order. B. SUBSCRIPTION TERM AND FEES B.1. Subscription Term. The initial term of this Agreement shall commence at the date the Software is installed or twelve (12) months from the Effective Date of the Software Subscription Agreement, whichever is earlier, and shall continue for a period of SIXTY (60) months ("Initial Term"). If a delay in installation is caused by T2 Systems, the initial term of this Agreement shall commence at the date the Software is installed. Upon expiration of the Initial Term, this Agreement will automatically renew and shall continue for a period of TWELVE (12) months ("Auto Renewal Term") unless canceled by Subscriber within thirty (30) days of the expiration of the Initial Term or an existing Auto Renewal Term. Subscriber may terminate this Purchase Order and all subscriptions granted herein at any time for convenience by providing prior written notice to T2 Systems equal to at least one payment period; provided, however, Subscriber hereby guarantees to T2 Systems payment of Subscription Fee for remainder of the Subscription Term ("Guaranteed Minimum Commitment'). B.2. Subscription Fee. The periodic Subscription Fee shall be payable monthly on a calendar month basis, in advance. Partial periods shall be prorated. Notwithstanding anything to the contrary contained herein, if the Software Subscription Agreement and/or this Purchase Order is terminated by T2 Systems for cause or by Subscriber for convenience prior to the expiration of the Guaranteed Minimum Commitment, the unpaid balance for the Guaranteed Minimum Commitment shall accelerate and be due and payable in full immediately upon acceleration. The monthly Subscription Fee for the first twelve (12) months of the Initial Term shall be EIGHT THOUSAND SIXTY THREE AND 25 CENTS ($8,063.25) U.S. dollars. T2 Systems reserves the right to increase the Subscription Fee by the lesser of three percent (3%) or the U.S. Consumer Price Index — Urban (CPI-U, US City Average — All Items) Not Seasonally Adjusted (NSA) for the most recent twelve (12) month period as published by the U.S. Bureau of Labor Statistics at hllp://www.bls.gov/cpi/home.htm following the first twelve (12) month period following the Effective Date of this Agreement until termination. The CPI-U (NSA) as of the Effective Date being 2.7%. B.3. Taxes. Fees do not include taxes or duties. If T2 Systems is required to pay or collect any federal, state, local, value added, tax or duty on any fees charged under this Agreement, or any other similar taxes or I duties levied by any governmental authority, excluding taxes levied on T2 Systems' net income, then such taxes and/or duties shall be billed to and paid by Subscriber immediately upon receipt of T2 Systems' invoice and supporting documentation for the taxes or duties charged. B.4. Late Charges. If Subscriber does not make timely payment of Subscription Fee to T2 Systems of any amount payable hereunder, in addition to the remedies available to T2 Systems at law or equity, T2 Systems may collect interest on the sum then owing at the rate of 1% per month from the due date until payment by Subscriber; provided, however, that in no event shall the aggregate interest charges exceed the maximum rate of interest which could be charged under applicable law and 72 Systems may suspend services until all amounts due are collected. If payment is not received within thirty (30) consecutive days, T2 Systems has the right to suspend services provided hereunder. CONSULTING, TRAINING AND CUSTOM DEVELOPMENT SERVICES C.1. Consulting and Training. Upon request, T2 Systems shall provide to Subscriber consulting and/or training services for the Software, for Services that fall outside of the Scope of normal support and maintenance, on a time and materials ("T&M") basis; that is, (i) Subscriber shall pay T2 Systems for all the time spent performing such services, plus materials, taxes, and reimbursable expenses; and (ii) the rates for such services shall be T2 Systems' then -current standard hourly rates when such services are provided. The rate as of the Effective Date being one hundred fifty dollars ($150.00 U.S. / $186.00 CND) per hour. Any monetary limit stated in an estimate for T&M services shall be an estimate only for Subscriber's budgeting and T2 Systems' resource scheduling purposes. If the limit is exceeded, T2 Systems will cooperate with Subscriber to provide continuing services on a T&M basis. T2 Systems shall invoice Subscriber monthly for T&M services. Charges shall be payable thirty (30) days from the date of the invoice. C.2. Custom Development. Upon request, T2 Systems shall provide to Subscriber custom development services for the Software on a time and materials ("T&M") basis; that is, (i) Subscriber shall pay T2 Systems for all the time spent performing such services, plus materials, taxes, and reimbursable expenses; and (ii) the rates for such services shall be T2 Systems' then -current standard hourly rates when such services are provided. The rate as of the Effective Date being one hundred ninety-five dollars ($195.00 U.S. / $242.00 CND) per hour. Any monetary limit stated in an estimate for T&M services shall be an estimate only for Subscriber's budgeting and T2 Systems' resource scheduling purposes. If the limit is exceeded, T2 Systems will cooperate with Subscriber to provide continuing services on a T&M basis. T2 Systems shall invoice Subscriber monthly for T&M services. Charges shall be payable thirty (30) days from the date of the invoice. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed below. T2 SYSTEMS, INC. By: Print: --r K Title: &/ &PSrAa-e2r THE CITY OF FORT COLLINS By: Print: �v Title: 1g l.Tl-C�l�%LGN�