HomeMy WebLinkAboutContract 48759CI'TY SECRETAR� f„�. f��J�,� �
CONTRACT N0. '' 6 �
COMPLETION AGREEMENT — LENDER FUNDED
This Completion Agreement ("Agreement) is made and entered into by and among the
_ ___ _
City of Fort Worth ("City"), and Jean Acres, L.P.., a Texas limited partnership ("Developer"), and
Fizst NBC Banlc ("Lender"), effective as of the date subscribed by the City's City Manager ar
Assistant City Manager. The City, the Developer and the Lender are hereinafter collectively
called the "Parties".
WITNES SETH:
WHEREAS, the Developer owns that certain tract of real property that contains
approximately :14.297 acres that is located in the City, the legal description of which tract of real
property is marked Exhibit "A" — Legal Description, attached hereto and incorporated herein for
all purposes ("Property"); and
WHEREAS, the Developer intends to develop the Property as an addition to the City
through plat FP -15-069 or FS ; and
WHEREAS, the Developer and the City have entered into a Community Facilities
Agreement relating to the development of Coventry East, Phase 2("CFA"); and
WHEREAS, the City has required certain assurances of the availability of funds to
complete the water and sewer utilities, streets/paving, storm drain, street lights and street signs
for the development of the Property ("Improvements"), and
WHEREAS, in order to provide such assurances as have been required by the City, the
Lender has agreed to advance certain funds to the City for Hard Costs (which term is hereinafter
defined) subject to, and in accordance with, the terms, provisions and conditions of this
Agreement; and
WHEREAS, the Developer has granted to the Lender as additional security for the Loan
(which term is hereinafter defined) a security inter•est in all plans and specifications for the
development of the Property (collectively, the "Plans"); and
WHEREAS, the Parties desire to set forth the terms and conditions of such
accommodations as are described above.
NOW THEREFORE, for and in consideration of the benefits to be derived from the
mutual observance by the Parties of the terms and conditions hereof, and for and in
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 1 of 13
:���FICIA� �tE��RD
CITY SECRETARY
FT. WORTH, TX
of Ten Dollars ($10.00) and other good and valuable consideration, the receipt, adequacy and
suff'iciency of which are hereby acknowledged, the Parties agree as follows:
1. Recitals. The foregoing recitals are true, correct and complete and constitute the
basis for this Agreement and they are incorporated into this Agreement for all purposes.
2. The Completion Amount. The City and the Developer agree that the Hard Costs
required to complete the Improvements in the aggregate should not exceed the sum of One
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1Vliflion 'Two Hundred Two Thousand Nine Hundred Sevenfy Four and 72/100's Dollars
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($,'1202 �J $1. 22;), hereinafter called the "Completion Amount". Notwithstanding the foregoing,
it is acknowledged that the actual costs of completion of the Improvements may vary as a result
of change orders agreed to by the Parties, but such variances for the purposes of this Agreement
shall not affect the Completion Amount as used herein.
3. Adjustments to the Completion Amount. The Lender may from time to time
make advances to the Developer for the development of the Property under the development loan
that has been made by the Lender to the Developer for the purpose of financing the costs of
constructing the Improvements for the Property (the "Loan") subject to, and in accordance with,
the terms, conditions and provisions of the Loan Documents (which term is hereinafter defined)
evidencing and securing the Loan. Some of those advances shall be for Hard Costs as specified
in the "Approved Budget" relating to the Loan, a copy of which Approved Budget is marked
Exhibit "B", attached hereto and incorporated herein for all purposes, with the Hard Costs line
items highlighted. The term "Hard Costs" shall mean the actual costs of construction and
installation of the Improvements. To the extent that advances under the Loan are for the payment
of Hard Costs, the Completion Amount shall be deemed reduced, dollar for dollar. The Lender
may withhold statutory retainage from any advances under the Loan or pursuant to this
Agreement. All such retainage withheld, to the extent it is attributable to Hard Costs, shall also
reduce the Completion Amount dollar for dollar. All retainage withheld by the Lender for Hard
Costs that are advanced to the City pursuant to this Agreement shall be released to the City as
provided in the Texas Property Code upon expiration of the statutory retainage period.
4. Completion bv the Developer. The Developer agrees to complete the
Improvements on or before the date for completion that is established in the Loan Documents
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 2 of 13
plus thirty (30) days (the "Completion Date"), in accordance with the CFA, the Plans approved
by the Lender and the City and all documents evidencing or securing the Loan (collectively, the
"Loan Documents"). For the purposes of this Agreement, the development of the Property shall
be deemed complete upon acceptance by the City of the Improvements. The City shall promptly
notify the Lender and the Developer upon such acceptance.
5. Completion by the Citv. In the event that either: (A) the development of the
Property is not completed by the Completion Date for any reason whatsoever, or (B) the
Developer is in default under the Loan, then the Lender, at its sole option, may request the City
to complete development. The City may, at its sole option and at the cost and expense of the
Developer, within 10 days from receipt of Lender's request, notify Lender that it will undertake
to complete the Improvements and the City shall then commence, pursue, and complete the
Improvements in a reasonably timely, diligent and workmanlike manner in accordance with the
Plans, subject to the terms of this Agreement. The Lender and the Developer agree that the City
may use the Plans as necessary to complete the Improvements.
If the City does not timely elect to complete the construction of the Improvements or if
the Lender does not request the City to complete construction of the Improvements, then the
Lender may at its election terminate this Agreement, or at its option, proceed to complete the
Improvements, or foreclose on any of its collateral, or take any and all such action as may be
provided under the Loan Documents.
6. Advance of Completion Costs to the Citv and Delivery of Hard Costs Collateral
to the Citv. In the event the Lender has requested the City and the City has elected to complete
the Improvements, Lender shall transfer to the City all remaining undisbursed Hard Costs
specified in the Approved Budget within 10 days of the date that the City elected to complete and
provided Lender with written notice of such election.
The Developer hereby authorizes and instructs the Lender to make the transfer of any
remaining undisbursed Hard Costs specified in the Approved Budget to the City within 10 days
of notification that the City elects to complete the Improvements.
In the event the cost to complete the Improvements exceeds the moneys transferred to the
City, City shall notify Lender and Developer in writing of the need of additional funds. The
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 3 of 13
additional funds required to complete the Improvements shall be delivered to the City within 10
business days following notification to Lender and Developer. Failure to deliver the additional
funds shall relieve the City of the obligation to complete the Improvements, in which event City
shall use the Hard Costs funds in its possession to pay the contractor(s) all funds due it/them.
Any remaining undisbursed Hard Costs shali be returned to Lender within a reasonable time.
7. Completion by the Lender. The Lender may, at its discretion, but shall not be
obligated to, undertake to complete the Improvements if there is any default under any Loan
Documents in lieu of requesting the City to complete the Improvements. If the Lender elects to
complete the Improvements, any Hard Costs it expends shall, dollar for dollar, reduce the
Completion Amount.
8. Easements. In the event the City or the Lender undertakes the completion of the
Improvements, the Developer (and to the extent necessary the Lender) grants to the City and the
Lender open access to the Property and shall execute and deliver such temporary easements over
and across the entirety of the Property for the purpose of access and use for the completion of the
construction of the Improvements in accordance with this Agreement. To the extent requested by
the City and the Lender, written temporary construction easements in form acceptable to the City
and the Lender shall be executed by the Developer and filed of record. Nothing in this paragraph
shall reduce any rights of the Lender or obligations of the Developer under the Loan Documents.
9. Lender's Rights. Nothing in this Agreement shall affect any portion of the
Lender's collateral for the Loan or limit or impair the Lender's right to foreclose the same or deal
with the collateral as it elects in accordance with the Loan Documents.
10. Satisfaction of the Citv Requirements. The City agrees that the assurances and
covenants contained in this Agreement satisfy all requirements of the City with respect to
Developer's performance bond or other financial security in connection with the development of
the Property and the completion of the Improvements that are contained in the CFA or in any
other agreement relating thereto, and the City hereby accepts the assurances and covenants
contained herein in lieu thereof. To the extent the CFA irreconcilably conflicts with this
Agreement, the provisions of this Agreement shall control.
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 4 of 13
11. Termination. This Agreement shall terminate upon the earlier to occur of the
following: (a) acceptance by the City of the Improvements; (b) mutual written agreement of
all of the Parties; or (c) the reduction of the Completion Amount to zero. However, release of the
plat shall be governed by paragraph 12 hereof and termination pursuant to (b) or (c) of this
paragraph 11 shall not require the City to release the plat.
12. Final Plat. The Parties acknowledge and agree that the City shall hold the final
plat of the Property until the Improvements are completed and accepted by the City and all Hard
Costs contractors have been paid, less retainage. Upon acceptance by the City and receipt of
evidence from the Developer showing that all Hard Costs contractors have been paid, including
but not necessarily limited to lien waivers and bills paid a�davits, the City shall within a
reasonable time file the final plat for the Property in the Plat Records of the county where the
Property is located. The purpose of the City retaining the final plat of the Property as provided
herein is to guarantee the Developer's obligations under the CFA are completed.
13. Construction Contracts. Developer agrees to include in each Construction
contract that it enters into for the completion of the Improvements the following:
a. A statement that the City is not holding any security to guarantee any payment for work
performed on the Improvements;
b. A statement that the Property is private property and that same may be subject to
mechanic's and materialman's liens;
c. A requirement that each contractor contracting with the Developer release the City
from any claim that is related to the Property of the Improvements; and
d. A requirement that each contractor contracting with the Developer include in each
subcontract the statements contained in a., b., and c. above.
14. Miscellaneous.
A. Non-Assignment of A�reement. This Agreement may not be assigned by any of the
Parties without the prior written consent of all the other Parties.
B. Notice. Any notice required or permitted to be delivered under this Agreement shall be
deemed received on actual receipt by the appropriate party at the following addresses:
(i) Notice to the City shall be addressed and delivered as follows:
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 5 of 13
and/or
City of Fort Worth
Planning and Development Department
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: CFA Division
Julie Westerman, Development Manager
Email: Julie.Westerman@fortworthtexas.gov
Confirmation Number: 817-392-2677
Attention: CFA Division
Email: cfa@fortworthtexas.gov
Confirmation Number: 817-392-2025
With a copy thereof addressed and delivered as follows:
Douglas W. Black
Office of the City Attorney
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Confirmation Number: 817-392-7615
(ii) Notice to the Developer shall be addressed and delivered as follows:
__ ..
Jean Acres, L.P..
c/o Randy Lockhart
3825 Carnp Bowie Blvd., Fort Worth,: Texas 76107
Email:
(iii) Notice to the Lender shall be addressed and delivered as follows:
Dean Haines, Executi�e Vice President
First NBC Ba.nl�
210 Barrone St., New Orleans, La; 'i0112
Email:
A party may change its address for notice upon prior written notice to the other parties pursuant
to the terms hereof.
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 6 of 13
C. Texas Law to Apply. This Agreement shall be construed under and in accordance with
the laws of the State of Texas.
D. Parties Bound. This Agreement shall be binding upon and inure to the benefit of the
Parties and their respective legal representatives, successors and assigns.
E. Le�al Construction. In case any one or more of the provisions contained in this
Agreement shall for any reason is held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other provision
of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained in this Agreement.
F. Prior A�reements Superseded. This Agreement constitutes the sole and only agreement
of the Parties with respect to the subject matter hereof and supersedes any prior
understandings or written or oral agreements among the Parties concerning the subject
matter hereof; provided, however, that this Agreement shall not supersede, amend or
modify any of the Loan Documents or any portion thereof.
G. Amendment. This Agreement may only be amended by a written instrument executed by
all of the Parties to his Agreement.
H. Headin�s. The headings that are used in this Agreement are used for reference and
convenience purposes only and do not constitute substantive matters to be considered in
construing the terms and provisions of this Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 7 of 13
ACCORDINGLY, the City of Fort Worth, Developer and Lender have each caused this
instrument to be executed in quadruplicate in each entity's respective name by its duly
authorized signatories effective as of the date executed by the City's City Manager or his/her
designee.:
CITY OF FORT WORTH:
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Assistant City Manager
Date: ���,�
Approved as to Form and Legality:
Do . R:�t,,� � . ,� ���-.ti
Assistant CityAttorney z�t-t��-t
ATTEST:
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ary J. ��ys �
City Secre y �
M&C: NI�
Date:
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City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 8 of 13
DEVELOPER:
�–�—� _ l,
e: Christopher J , President of Jean
Acres - GP,LLC
Title: General Pas�tner
�
Date: ' �' (
LENDER:
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- - -..���. 9 �
Name: Dean Haines��
Title: ExecutiveVzce: President
�FFICIAL RECORp
C�7'Y SECRETARY
FT. WOFtTH, TX
JeanAcres, L.P.; the Guarantor of the Development Loan, is executing this Completion
Agreement for the sole purpose of acknowledging that advances that are made by the Lender
pursuant to this Completion Agreement shall be deemed to be advances that are made under the
Loan that shall be subject to and covered by the Loan Documents and the Guaranty Agreement
that was executed by Christopher Jean, President of Jean Acres-GP, LLC, a Texas iimited
liability company, General Partner of JeanAcres, L.P.
GUARANTOR
f
,
� ��By: j
Nari���i�iristopher Jean �
Title: President, Jean Ac�es�GP,LLC,
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 9 of 13
List of Exhibits to the Completion Agreement
Attachment 1— Changes to the Standard Completion Agreement
Exhibit /�► - Legal Description
Exhibit �- Approved Budget
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 10 of 13
ATTACHMENT "1"
Changes to Standard Completion Agreement
"None"
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 11 of 13
EXHIBIT A
BEGINNING AT A S/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED
"CARTER BURGESS" FOUND FOR THE NORTHWEST CORNER OF LOT 9, BLOCK N
OF SAID COVENTRY EAST, PHASE I, SAME BEING THE NORTHWEST C.ORNER OF
SAID COVENTRY EAST, PHASE I. SAID POINT BEING ON THE EAST RIGHT-OF-WAY
LINE OF HEMPHILL STREET, A 120 FOOT RIGHT-OF-WAY, AS RECORDED IN
CABINET A, SLIDE 5861, PLAT RECORDS, TA.RRANT COUNTY, TEXAS. SAID POINT
ALSO BEING THE BEGINNING OF A CURVE TO THE RIGHT HAVING A CENTRAL
ANGLE OF 04 DEGREES 43 MINUTES 41 SECONDS, A RADNS OF 3140.00 FEET, AND
A LONG CHORD THAT BEARS NORTH 07 DEGREES 26 MINUTES 16 SECONDS WEST
A DISTANCE OF 259.05 FEET;
THENCE, ALONG THE EAST RIGHT-OF-WAY LINE OF SAID HEMPHILL STREET, THE
FOLLOWING COURSES AND DISTANCES:
ALONG SAID CURVE TO THE RIGHT, AN ARC DISTANCE OF 259.12 FEET TO A
5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "CARTER
BURGESS" FOUND FOR CORNER;
NORTH OS DEGREES 04 MINUTES 25 SECONDS WEST, A DISTANCE OF 323.70
FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED
. __- - - -- ----- -_ __ _ _ _
"JACOBS" SET FOR CORNER;
THENCE, OVER AND ACROSS SAID TRACT I; DEPARTING SAID EAST RIGHT-OF-
WAY LINE OF HEMPHILL STREET, THE FOLLOWING COURSES AND DISTANCES:
NORTH 84 DEGREES 55 MINUTES 35 SECONDS EAST, A DISTANCE OF 110.00
FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
NORTH OS DEGREES 04 MINUTES 14 SECONDS WEST, A DISTANCE OF 1.91
FEET TO A S/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
NORTH 84 DEGREES 55 MINLJTES 35 SECONDS EAST, A DISTANCE OF 483.42
FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER;
NORTH 85 DEGREES 33 MINUTES 16 SECONDS EAST, A DISTANCE OF 54.79
FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CDRNER;
City of Fort Worth, Texas
Standard. Completion Agreement — Lender-Funded
CFA O�cial Release Date: 07.01.2015
Page 12 of 15
NORTH 81 DEGREES 56 MINUTES 50 SECONDS EAST, A DISTANCE OF 175.00
FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED
"JACOBS" SET FOR CORNER ON THE EAST LINE OF SAID TRACT I, AND THE
COMMON WEST RIGHT-OF-WAY LINE OF THE M-K-T RAILROAD, A 100 FOOT
RIGHT-OF-WAY, AS RECORDED IN VOLUME 3, PAGE 335, DEED RECORD,
TARRANT COUNTY, TEXAS;
THENCE, SOUTH 08 DEGREES 03 MINUTES 10 SECONDS EAST, ALONG SAID
CONIMON LINE, A DISTANCE OF 810.00 FEET TO A 5/8" IRON ROD WITH A YELLOW
PLASTIC CAP STAMPED "CARTER BURGESS" FOUND FOR THE NORTHEAST
CORNER LOT 12X, BLOCK O OF AFORESAID COVENTRY EAST, PHASE I, SAME
BEING THE NORTHEAST CORNER OF SAID COVENTRY EAST, PHASE I;
THENCE, ALONG THE NORTH LINES OF SAID COVENTRY EAST, PHASE I,
DEPARTING THE WEST RIGHT-OF-WAY LINE OF SAID M-K-T- RAILROAD, THE
FOLLOWING COURSES AND DISTANCES:
SOUTH 81 DEGREES 56 MINUTES 50 SECONDS WEST, A DISTANCE OF 575.00
FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED
"CARTER BURGESS" FOUND FOR THE NORTHEAST CORNER OF LOT l, THE
COMMON NORTHWEST CORNER OF LOT 2, AND THE COMMON SOUTHEAST
CORNER OF LOT 22, BLOCK P OF SAID COVENTRY EAST, PHASE I;
NORTH 08 DEGREES 03 MINUTES 10 SECONDS WEST, A DISTANCE OF 160.00
FEET TO A 5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED
"CARTER BURGESS" FOUND FOR CORNER ON THE NORTH RIGHT-OF-WAY
L1NE OF NUFFIELD DRIVE, A 50 FOOT RIGHT-OF-WAY, AS RECORDED IN
CABINET A, SLIDE 11400, PLAT RECORDS, TA.RRANT COUNTY, TEXAS;
SOUTH 81 DEGREES 56 MINUTES 50 SECONDS WEST, ALONG SAID NORTH
RIGHT-OF-WAY LINE OF NUFFIELD DRIVE, A DISTANCE OF 30.15 FEET TO A
5/8" IRON ROD WITH A YELLOW PLASTIC CAP STAMPED "JACOBS" SET FOR
CORNER, AND THE BEGINNING OF A TANGENT CURVE TO THE LEFT
HAVING A CENTRAL ANGLE OF 00 DEGREES 31 MINUTES 45 SECONDS; A
RADIUS OF 525.00 FEET, AND A LONG CHORD THAT BEARS SOUTH 81
DEGREES 40 MINUTES 57 SECONDS WEST A DISTANCE OF 4.85 FEET;
CONTINUING ALONG SAID NORTH RIGHT-OF-WAY LINE OF NUFFIELD
DRIVE AND ALONG SAID TANGENT CURVE TO THE LEFT, AN ARC
DISTANCE OF 4.85 FEET TO A 5/8" IlZON ROD WITH A YELLOW PLASTIC CAP
STAMPED "JACOBS" SET FOR THE SOUTHEAST CORNER OF LOT l, BLOCK O
OF SAID COVENTRY EAST; PHASE I;
City of Fort Worth, Texas
Standard Completion Agreement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 13 of 15
NORTH 08 DEGREES 03 MINUTES 10 SECONDS WEST, ALONG THE EAST LINE
OF SAID LOT l, A DISTANCE OF 110.02 FEET TO A 5/8" IRON ROD WITH A
YELLOW PLASTIC CAP STANIPED "CARTER BURGESS" FOUND FOR THE
NORTHEAST CORNER OF SAID LOT l;
SOUTH 81 DEGREES 56 MINLJTES 50 SECONDS WEST, ALONG THE NORTH
L1NE OF SAID LOT 1, A.DISTANCE OF 62.94 FEET TO A 5/8" IRON ROD WITH A
YELLOW PLASTIC CAP STAMPED " CARTER BURGESS" FOUND FOR THE
NORTHWEST CORNER OF SAID LOT 1, SAID POINT BEING ON THE EAST
RIGHT-OF-WAY L1NE OF CASTLEFORD WAY, A 50 FOOT RIGHT-OF-WAY, AS
RECORDED IN CABINET A, SLIDE 11400; PLAT RECORDS, T��RRANT
COIJNTY, TEXAS;
SOUTH 78 DEGREES 55 MINLTTES 00 SECONDS WEST, OVER AND ACROSS
SAID CASTLEFORD WAY, A DISTANCE OF 50.00 FEET TO A 5/8" IRON ROD
WITH A YELLOW PLASTIC CAP STAMPED "CARTER BURGESS" FOUND FOR
THE NORTHEAST CORNER OF AFORESAID LOT 9, BLOCK N, SAID POINT
BEING ON THE WEST RIGHT-OF-WAY LINE OF SAID CASTLEFORD WAY;
SOUTH 78 DEGREES 27 MINUTES 20 SECONDS WEST, ALONG THE NORTH
L1NE OF SAID LOT 9, A DISTANCE OF 119.35 FEET TO THE POINT OF
BEGINNING AND CONTAINING A CALCULATED AREA OF 14.297 ACRES OF
LAND.
City of Fort Wortli, Texas
Standard Completion Ageement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 14 of 15
EXHIBIT B
APPROVED BUDGET
Section I
Water
Sewer
Subtotal
Section II
Interior Streets
Storm Drains
Subtotal
Section III
Street Lights
Sub-total
TOTAL
City of Fort Worth, Texas
Standard Completion Ageement — Lender-Funded
CFA Official Release Date: 07.01.2015
Page 1'�of ��
$1602b7:30
$12�097:so
$s���9a.so
$269714.3{3
__ _
$501IL62
$285364.80
$8&6604.80
$50111_.62
$1202U81.22