HomeMy WebLinkAboutContract 37535uFCV19E►A(JY
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COMPLETION AGREEMENT
This Completion Agreement (hereinafter called the "Agreement")
is made and entered into by and among the City of Fort Worth
(hereinafter called the "City"), One Prairie Meadows, Ltd. a Texas
limited partnership (hereinafter called the "Developer"), and Jefferson
Bank, a (hereinafter called the "Lender"),
effective as of July 2008, The City, the Developer and the Lender
are hereinafter collectively called the "Parties".
WITNESSETH:
WHEREAS, the Developer owns that certain tract of real property
that contains approximately 23.514 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 (which tract of real property is hereinafter called the
"Property"; and
WHEREAS, the Developer intends to develop the Property as an
addition to the City through plat FP 05-128 or FS; and
WHEREAS, the Developer and the City have entered into a
Community Facilities Agreement relating to the development of the
Villages of Woodland Springs West Phase VI Section 3 (hereinafter
called the "CFA"); and
WHEREAS, the City has required certain assurances of the
availability of funds to complete the streets, street signs and lights, and
the water and sewer utilities for the development of the Property
(herein collectively called the "Community Facilities"), 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
OFFICIAL RECORD
CITY SECRETARY
FT, WORTH, TX
WHEREAS, the Developer has granted to the Lender as additional
security for the Loan (which term is hereinafter defined) a security
interest in all plans and specifications for the development the Property
(hereinafter collectively called 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 consideration of Ten Dollars ($10.00)
and other good and valuable consideration, the receipt, adequacy and
sufficiency 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 Community Facilities in
the aggregate should not exceed the sum of Nine Hundred Sixt.Two
Thousand Eight Hundred and Four Dollars and Zero Cents.
($962,804.00), hereinafter called the "Completion Amount".
Notwithstanding the foregoing, it is acknowledged that the actual costs
of completion of the Community Facilities 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 will
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 Community Facilities for the Property (hereinafter
called the "Loan") subject to, and in accordance with, the terms,
COMPLETION AGREEMENT
Revised August 2005
Page 2 of 17
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 (which term is hereinafter defined) line items
highlighted. The term "Hard Costs" shall mean the actual costs of
construction and installation of the Community Facilities. 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.
To keep the City advised of the Hard Costs, the Developer shall
promptly deliver to the City those portions of all draw requests
delivered to the Lender which contain requests for the payment of Hard
Costs and such draw requests shall itemize Hard Costs in such form and
detail as shall be reasonably acceptable to the Lender and the City.
Upon approval of Lender of any draw request containing requests for
Hard Costs to be advanced to the Developer, the Lender shall give
notice to the City setting forth the amount of any Hard Costs to be
advanced (the "Funding Notice"). The City will be deemed to have
approved the proposed advance of Hard Costs by the Lender, unless it
so notifies in writing Lender that it objects to such advancement of
Hard Costs within three (3) business days of the receipt by the City of
the Funding Notice. If the City objects to such advancements of Hard
Costs by the Lender, the City will have its own inspector examine and
COMPLETION AGREEMENT
Revised Aagust 2005
Page 3 of 17
evaluate the construction; then the Developer and the City shall cause
their respective inspectors or consultants to cooperate and shall use
their best reasonable efforts to settle any dispute over the
appropriateness of any advance of Hard Costs. The Developer
acknowledges that the Lender's obligation to fund advances under the
Loan within a specified time frame shall be deemed waived by the
Developer if the City and the Lender are in dispute with respect to any
requested advance. If any such dispute is not resolved promptly, the
two consultants shall agree within five (5) business days on a qualified
third party to resolve the dispute whose decision shall be final and
binding on all Parties and shall be rendered within five (5) business
days of such consultant's selection. Any delay occasioned by any such
dispute shall extend the Completion Date by such period of time.
4. Completion by the Developer. The Developer agrees to
complete the Community Facilities on or before the date for completion
that is established in the Loan Documents plus thirty (30) days
(hereinafter called the "Completion Date"), in accordance with the
CFA, the Plans that are approved by the Lender and the City and all
documents evidencing or securing the Loan (which documents are
hereinafter collectively called 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 Community
Facilities. The City shall promptly notify the Lender and the Developer
upon such acceptance.
5. Completion by the City. 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 Community
COMPLETION AGREEMENT
Revised August 2005
Page 4 of 17
Facilities 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 Community Facilities.
If the City does not timely elect to complete the
construction of the Community Facilities, then the Lender may at its
election terminate this Agreement, and at its option, proceed to
complete the Community Facilities, 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 City and Delivery of
Hard Costs Collateral to the City. In the event the Lender has
requested the City and the City has elected to complete the Community
Facilities, 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.
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 Community Facilities.
In the event the cost to complete the Community Facilities
exceeds the moneys transferred to the City, City shall notify Lender
and Developer of the need of additional funds. The additional funds
required to complete the Community Facilities 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 Community Facilities, in which event
City shall use the Hard Costs funds in its possession to pay the
contractors) all funds due it/them. Any remaining undisbursed Hard
Costs shall be paid to Lender within a reasonable time.
COMPLETION AGREEMENT
Revised August 2005
Page S of 17
7. Completion by the Lender. The Lender may, at its
discretion, but shall not be obligated to, undertake to complete the
Community Facilities if there is any default under any Loan Documents
in lieu of requesting the City to complete the Community Facilities. If
the Lender elects to complete the Community Facilities, 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 Community Facilities, 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
Community Facilities 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 City Requirements. The City agrees that
the assurances and covenants contained in this Agreement satisfy all
requirements of the City with respect to payment and performance
bonds or other requirements for security in connection with the
development of the Property and the completion of the Community
Facilities 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
COMPLETION AGREEMENT
Revised August 2005
Page 6 of 17
irreconcilably conflicts with this Agreement, the provisions of this
Agreement shall control.
11. Termination. This Agreement shall terminate upon the
earlier to occur of the following: (a) acceptance by the City of the
Community Facilities; (b) mutual written agreement of all of the
Parties; or (c) the reduction of the Completion Amount to zero.
12. Final Plat. The Parties acknowledge and agree that the City
shall hold the final plat of the Property until the Community Facilities
are completed and accepted by the City and all Hard Costs contractors
have been paid, including retainage. Upon receipt and acceptance by
the City of evidence of substantial completion and the payment by the
Developer of all Hard Costs contractors, the City shall immediately 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 prescribed herein is to guarantee the Developer's
obligations under the CFA.
13. Construction Contracts. Developer agrees to include in
each Construction contract that it enters into for the completion of the
Community Facilities the following:
A. A statement that the City is not holding any security to
guarantee any payment for work performed on the Community
Facilities;
Be 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; and
D. A requirement that each contractor contracting with the
Developer include in each subcontract the statements
contained in (a), (b) and (c) above.
COMPLETION AGREEMENT
Revised August 2005
Page 7 of 17
14. Miscellaneous.
A. Non -Assignment of Agreement. 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
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Catherine Davidson, CFA Coordinator
Transportation and Public Works (TPW)
Confirmation Number: 817-871-7905
Attention: Stephanie Francis, E.I.T.
Fort Worth Water Dept., Eng, Development
Confirmation Number: 817-392-8428
With a copy thereof addressed and delivered as follows:
City of Fort Worth
1000 Throckmorton Street
Fort Worth, Texas 76102
Attention: Development Specialist.
Assistant City Attorney
Confirmation Number: 817-392-7617
COMPLETION AGREEMENT
Revised August 2005
Page 8 of 17
(ii) Notice to the Developer shall be addressed and
delivered as follows:
One Prairie Meadows, Ltd.
Attn: Mehrdad Moayedi
3901 Airport Freeway, Suite 200
Bedford, TX 76021
(iii) Notice to the Lender shall be addressed and
delivered as follows:
Jefferson Bank
Attn: Keith Darwin
2828 N. Galloway Ave
Mesquite, Texas 75150
A party may change its address for notice upon prior written
notice to the other parties pursuant to the terms hereof.
C. Texas Law to Apply. This Agreement shall be construed under
anA 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. Legal 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 Agreements Superseded. This Agreement constitutes the
sole and only agreement of the Parties with respect to Lite
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
COMPLETION AGREEMENT
Revised August 2005
Page 9 of 17
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. Headings. 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.
Executed by the Parties to be effective as of the date first stated
above.
COMPLETION AGREEMENT
Revised August 2005
Page 10 of 17
EXECUTED IN QUADRUPLET.
APPROVED AS/TO FO&TD
gar lUp* ` ItI:yUII'L
Jefferso
By: l 1 X�l
Name
:Keith Day
Title: President
9
THE CITY OF FORT WORTH
By:
Name: FOmando Costa
T i t l e. AnIatflnt CRY Man89 r
Date:
One Prairie Meadows, Ltd.
a Texas limited partnership
By: Centamtar Terras, LLC.
a Texas limited liability
Corporation
its General Partner
By: CTMGT, LLC,
a Texas limited liability
company
its Manger
By:
Name: Mehrdad Moayedi
Title:
Date:
Mehrdad Moayedi., 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 which shall be subject to and covered by the Loan
Documents and the Guaranty Agreement that was executed by Mehrdad
Moayedi.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Develo
Mehrdad Moayedi, Manager
T
Revised August 2005
Page 11 of 17
COMPLETION AGREEMENT — Page 12
LIST OF EXHIBITS TO THE COMPLETION AGREEMENT
BY AND AMONG THE CITY OF FORT WORTH,
and
--------------------------------------
EXHIBIT A -
EXHIBIT B -
LEGAL DESCRIPTION
APPROVED BUDGET
COMPLETION AGREEMENT
Revised Aagust 2005
Page 12 of 17
LIST OF EXHIBITS —Page Solo
COMPLETION AGREEMENT
Revised August 2005
Page 13 of 17
EXHIBIT A LEGAL DESCRIPTION
BEING a tract of land situated in the Francisco Cuella Survey, Abstract
Number 266, City of Fort Worth, Tarrant County, Texas and being a
portion of that tract 1 of land described by deed to One Prairie
Meadows, LTDand recorded in Volume 14705, Page 520C . , ounty
Records, Tarrant County, Texas and being more particularly described
by metes and bounds as follows:
BEGINNING at a 5/8 inch iron rod with cap stamped "Carter &
Burgess" found in the north line of said One Prairie Meadows, LTD.
tract and being the southwest corner of Lot 44, Block 3, Saratoga Phase
I, an addition to the City of Fort Worth as recorded in Cabinet A, Slide
9524, Plat Records, Tarrant County, Texas;
THENCE S 89°36'44"E with the south line of said Saratoga Phase I, at
661.40 feet, passing a 5/8 inch iron rod with cap stamped "Carter &
Burgess" found for the southeast corner of said Saratoga Phase I, then
with the south line of Saratoga Phase 3, an addition to the City of Fort
Worth as recorded in Cabinet A, Slide 11829, said Plat Records, 945.00
feet, in all, to a 5/8 inch iron rod with cap stamped "Carter & Burgess"
found;
THENCE S 00°23'16"W, 209.44 feet, departing said south line to a 5/8
inch iron rod with cap stamped "Carter & Burgess" found,
THENCE S 090311S3 "E, 40.26 feet to a 5/8 inch iron rod with cap
stamped "Carter &Burgess" found;
THENCE S 33034'11"E, 221.28 feet to a 5/8 inch iron rod with cap
stamped "Carter &Burgess" found in the north right-of-way line of
Timberland Boulevard, a 120-foot right-of-way as recorded in Cabinet
A, Slide 8457, Plat Records, Tarrant County, Texas, the beginning of a
curve to the left;
THENCE with said north right-of-way line the following bearings and
distances:
With said curve to the left, an arc distance of 117.64 feet,
through a central angle of 06°09'00", having a radius of 1096.00
feet, the long chord of which bears S59°30'19"W, 117.59 feet to a
5/8 inch iron rod with cap stamped "Carter & Burgess" found;
COMPLETION AGREEMENT
Revised August 2005
Page 14 of 17
S 56°2549W, 927.63 feet to a 5/8 inch iron rod with cap
stamped "Carter & Burgess" found, the beginning of a curve to
the right;
With said curve to the right, an arc distance of 187.65 feet,
through a central angle of 07°27'59", having a radius of 1440.00
feet, the long chord of which bears S 60°09'49"W, 187.52 feet to
a 5/8 inch iron rod with cap stamped "Carter & Burgess" found in
the east line of Lot 1X, Block 113, Woodland Springs West, an
addition to the City of Fort Worth as recorded in Cabinet A, Slide
11790, said Plat Records, and the beginning of a compound curve
to the right;
THENCE departing said north right-of-way with said east line of Lot
1X, Block 113 the following bearings and distances;
With said compound curve to the right, an arc distance of 127.38
feet, through a central angle of 145°58' 15", having a radius of
50.00 feet, the long chord of which bears
N 4300710411W5 95.62 feet to a 5/8 inch iron rod with cap stamped
"Carter & Burgess" found, the beginning of a reverse curve to the
left;
With said reverse curve to the left, an arc distance of 52.36 feet,
through a central angle of 60°0000, having a radius of 50.00
feet, the long chord of which bears N 00°07'57"W, 50.00 feet to a
5/8 inch iron rod with cap stamped "Carter & Burgess" found;
N 300071S7"W, 267.26 feet to a 5/8 inch iron rod with cap
stamped "Carter &Burgess" found, the beginning of a curve to
the right;
With said curve to the right, an arc distance of 121.68 feet,
through a central angle of 21°27'06", having a radius of 325.00
feet, the long chord of which bears N 19°24'24"W, 120.97 feet to
a 5/8 inch iron rod with cap stamped "Carter & Burgess" found;
N 08040'51 "W, 23.82 feet to a 5/8 inch iron rod with can stamped
"Carter &Burgess" found;
S 81019'09"W5 110.00 feet to a 5/8 inch iron rod with cap
stamped "Carter &Burgess" found;
N 08040'51 "W, 252.33 feet to a 5/8 inch iron rod with cap
stamped "Carter &Burgess" found;
COMPLETION AGREEMENT
Revised August 2005
Page 15 of 17
N 04°5254W, 58.24 feet to a 5/8 inch iron rod with cap stamped
"Carter & Burgess" found;
N 00°23 16E, 203.6 l feet to a 5/8 inch iron rod with cap stamped
"Carter & Burgess" found;
S 89°36'44"E, 111.91 feet to a 5/8 inch iron rod with cap stamped
"Carter & Burgess" found, the beginning of a non -tangent curve
to the right;
With said curve to the right, an arc distance of 75.48 feet,
through a central angle of 86°29'47", having a radius of 50.00
feet, the long chord of which bears N 84°00'28 "E, 68.52 feet to a
5/8 inch iron rod with cap stamped "Carter & Burgess" found;
S 89°36'44"E, 177.30 feet to a 5/8 inch iron rod with cap stamped
"Carter & Burgess" found;
N 00°23'16"E, 117.50 feet to the POINT OF BEGINNING and
containing 23.513 acres of land, more or less.
COMPLETION AGREEMENT
Revised August 2005
Page 16 of 17
EXHIBIT B APPROVED BUDGET
Water
Sewer
Payment, Perf, Maint. Bond
Sub -total
Section II
Interior Streets
Storm Drains
Payment, Perf, Maint. Bond
Sub -total
TOTAL
$ 200,045.87
88,209.58
10,500.00
$ 2985755.45
$ 492,159.25
171,889.29
0.00
$ 664,048.54
$ 962,804.00
COMPLETION
AGREEMENT
Revised
August
2005
Page 17
of
17
WA
695 0 H 4 01
�.
CASE: FP-005-128
CASE TITLE: VILLAGES OF WOODLAND SPRINGS W
CASE DESCRIPTION: BLOCKS 104-111 PHASE VI SECTION 3
PROPERTY LOCATION: SOUTH OF SH170/EAST OF IH-35W
PARCEL(S)8 # OF LOTS: 110 TOTAL ACRES: 23.51
APPLICANT:
OWNER:
Date Printed: 07/15/2008
DATE SUBMITTED: 10/21/2005
CASE STATUS: APPLIED
MAPSCO: 22B
ONE PRAIRIE MEADOWS
3901 AIPORT.FREEWAY STE 200 BEDFORD TEXAS 76021
LIST OF CONDITIONS:
Condo
CON0007582
PACSD:DC Neighborhood and Community Park Dedication Policy
Applies
See COMMENTS for detail.
Cond: WTR-WER
WATER DEPT. ---- Water Extension
Water extension to every proposed lot is required: provide
a community facilities agreement for the water improvement
as necessary to serve the subject property.
Conde WTR-SER
WATER DEPT. ---- Sewer Extension
Sanitary sewer extension to every proposed lot is required:
DEVELOPMENT DEPARTMENT
THE CITY OF FORT WORTH 1000 THROCKMORTON STREET FORT WORTH, TEXAS /b1VG
817-392-7820 * FAX 817-392-8116
Please call the following numbers
Development: 817.392.2412
Fire Dept: 817.392.6797
Parks Dept: 817.871.5745
water/sewer. 817.392.8369
Planning: 817.392.8013
streets/Drainage: 817.392.6597
Tarrant County. 817-884-1173
:
if you have questions about specific comments
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