Loading...
HomeMy WebLinkAboutResolution 2005-142 first amendment to amended and restated development agreement with saguaro reserve MARANA RESOLUTION NO. 2005-142 RELATING TO DEVELOPMENT; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE A FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT WITH SAGUARO RESERVE, LLC, RELATING TO THE SAGUARO SPRINGS DEVELOPMENT PROJECT. WHEREAS, On April 9,2004, the Town and the then-Developer of the Saguaro Springs development project entered into an Amended and Restated Development Agreement; and WHEREAS, Saguaro Reserve, LLC, a limited liability company whose major partners are the Empire Companies and KB Home, has now acquired the property, and is bringing forward the development of the project; and WHEREAS, the First Amendment to the Amended and Restated Development Agreement will clarifY the obligations ofthe new Developer, Saguaro Reserve, LLC; and WHEREAS, the Mayor and Council find that the terms and conditions of the First Amendment to the Amended and Restated Development Agreement are in the best interest of the Town. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, ARIZONA, that the First Amendment to the Amended and Restated Development Agreement between the Town of Marana and Saguaro Reserve, LLC, attached to and incorporated by this reference in this resolution as Exhibit A is hereby approved, and the Mayor is hereby authorized to execute it for and on behalf of the Town of Marana. BE IT FURTHER RESOLVED that the Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the aforementioned agreement. PASSED AND ADOPTED BY TIlE MAYOR AND COUNCIL UTIlE TOWN OF MARANA, ARIZONA, this 15th day of November, 2005. ~ ~ . Mayor d Honea ATTEST: ~~Q,'~ ~Jocelyn C. Bronson, Town Clerk ~\,unl"ll ~. Of~ ~ ~ "'\'~\"'''''''''I; ~ y ~ t::O~""~ ~~: ~ ::: ~ ~CORPORATE~~~ _ ! c:x:x:> = _ - -SEAL- - - ~ S ~ ~ ~ ~ ~ ~ ~~ ~;:~ ~ -<1 ~"'''II''\\~ ~ ~/. ~f"7 1.0"1\,*, _ ORM:/ /CX. ~ {OO00J451DOCI} FJC/cds F. ANN RODRIGUEZ, RECORDER RECoORDED BY: PH DEPUTY RECORDER 3056 PE2 SMARA TOWN OF MARANA ATTN: TOWN CLERK 11555 W CIVIC CENTER DR MARANA AZ 85653 When recorded, return to: Town of Maran a Atin: Town Clerk 11555 N. Civic Center Drive Marana, Arizona 85653 First Amendment to DOCKET: PAGE: NO. OF PAGES: SEQUENCE: AAG MAIL AMOUNT PAID Amended and Restated Development Agreement Town of Marana, Arizona Saguaro Reserve LLC (Successor to Best Associates II, LLC) {OOOOJ039.DOC / 8} Exhibit A to Marana Resolution No. 2005-142 12698 3669 18 20052390736 12/12/2005 16:56 $ 14.50 1, lI"~ 6 ~:~ ~:3 ~~ ~ b (3 ~3 First Amendment to Amended and Restated Development Agreement THIS FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT AGREEMENT ("First Amendment") is made by and between the Town of Marana, an Arizona municipal corporation (the "Town"), Saguaro Reserve LLC, a Delaware limited liability company ("Saguaro Reserve"), and FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, as Trustee under Trust No. 9089 ("FA T9089"). Saguaro Reserve and FA T9089 are collectively referred to in this First Amendment as the "Developer." The Town and the Developer are sometimes collectively referred to as the "Parties," either of which is sometimes individually referred to as a "Party." Recitals A. The Town and Best Associates II, LLC entered into an Amended and Restated Development Agreement dated April 9, 2004 and recorded in Docket 12278 at page 3092 in the office of the Pima County Recorder (the "Agreement"), for the development of the Saguaro Springs Project (the "Development") on the property legally described and depicted on Exhibits A-I and A-2 to the Restated Development Agreement (the "Property"). B. Developer is the current owner of the Property and is the successor to Best Associates II, LLC. C. The Town and Developer desire to amend the Agreement as set forth in this First Amendment. D. Paragraph 2.2 of the Agreement provided in relevant part that "the Developer may choose the method of financing [the public infrastructure referenced in the Agreement], which mayor may not include the use of a community facilities district ('CFD'). In the event the Developer chooses to finance construction of the Infrastructure through a CFD, the Town and the Developer shall meet and confer in good faith in order to create a CFD for the Property." This First Amendment is one of the good faith steps being taken by the Parties toward the creation of aCFD. E. The Parties understand and acknowledge that this First Amendment is a "Development Agreement" within the meaning of, and is entered into pursuant to the terms of, A.R.S. g 9-500.05. F. This First Amendment is consistent with the portions of the Town's General Plan applicable to the Property. Agreement ,. 2 ~ ~3 :~ ,;J t~ Now, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements set forth in this First Amendment, the Parties state, confirm and amend the Agreement as follows: I. Residential Design. The following new Section 1.5 is hereby added: (00001039.DOC / 8) - 1 - II/ 15/2005 5 :26 PM 1.5 Residential Design. Residential design shall adhere to the standards of the Town of Marana reflected in the residential design ordinance, Ordinance No. 2005.18 adopted September 19, 2005, and recorded at Docket 12646 Page 413, except that a total of sixty percent of the homes in the Development may have two stories provided that all of the homes in the Development consist of four-sided design as approved by the Planning Director. The "neighborhood design" standards of the residential design ordinance shall not apply to the Property. II. Roads, Grading and Drainage. Exhibit D to the Agreement is hereby amended by replacing th e sections entitled "Roads" and "Grading and Drainage" with Exhibit 1 attached to and incorporated in this First Amendment. III. School Site. The following new Section 1.7 is hereby added: 1.7 School Site. The Marana Unified School District ("MUSD") has accepted dedication of a school site within the Development for the location of an elementary school. The Town agrees that no additional land or payment to MUSD is necessary to comply with Town requirements. IV. Right-of-Way Landscaping. The following new Section 1.8 is hereby added: 1.8 Right-of- Wav and Drainageway Landscaping. Landscaping installed within the right-of-way adjoining the Development and within drainageways within the Development will be licensed by the Town and shall be maintained by the homeowners' association formed for the Development. V. Developer Constructed Upgrades. Section 3 and Exhibit E of the Agreement are hereby deleted in their entirety and replaced with the following: 3. Developer Constructed Upgrades. 3.1 Developer Transportation Obligations. Developer shall pay for and provide the transportation plans and improvements described in Sections 3.1.1 through 3.1.5. The Town will issue up to 611 building permits for single family residences on the Property prior to the completion by the Developer of the improvements described in Sections 3.1.3, 3.1.4 and 3.1.5. The Town will not allow occupancy of any single family residences on the Property unless and until the Developer completes the construction of Saguaro Peaks Boulevard from Twin Peaks Road to Lambert Lane and Saguaro Highlands Drive from Saguaro Peaks Boulevard to the western edge of Saguaro Springs Block 4. 3.1.1 Twin Peaks Road Design: Developer shall prepare, in consultation and under the direction of Town staff, construction design plans and associated construction documents for the reconstruction of Twin Peaks Road to its full four-lane arterial road cross-section, as determined by the Town in cooperation with Pima County, from {00001039.DOC / 8} - 2 - 11/15/20055:26 PM 1 " e3 9 ~3 ~~ ,J E, 7' j" {00001039.DOC / 8} the western boundary of the Property to the intersection of Twin Peaks Road and Silverbell Road. The design of turn lanes and their storage lengths on Twin Peaks Road and intersecting roadways shall be based on recommendations made in the Town-approved December 2004 Traffic Impact Analysis prepared for the Development. 3.1.2 Twin Peaks Road Construction: Developer shall reconstruct Twin Peaks Road along the entire frontage of the Development and extending to the entrance to White Stallion Ranch to half of its designed four-lane arterial road cross-section, including the installation of westbound right-turn lanes and eastbound left-turn lanes at its intersections with Saguaro Peaks Boulevard and Saguaro Highlands Drive. The Developer shall commence the construction described in this paragraph not later than two years after substantial completion of the improvements described in Sections 3.1.3 and 3.1.4. 3.1.3 Airline Road. Developer shall design and reconstruct Airline Road from Avra Valley Road to Lambert Lane to the Town's two-lane rural collector standard, as shown on the cross-section set forth in Exhibit 2 attached to and incorporated in the First Amendment, and including a southbound left-turn lane at the Lambert Lane intersection. 3.1.4 Lambert Lane. Developer shall design and reconstruct Lambert Lane from Airline Road to a point 4900 feet east of Airline Road to the Town's two-lane rural collector standard, as shown on the cross-section set forth in Exhibit 2 attached to and incorporated in the First Amendment, and including: 3.1.4.1 the realignment of the curved segment of Lambert Lane located between 4130 feet and 4900 feet east of Airline Road, 3.1.4.2 the addition of westbound left-turn lanes at all of the Development's streets that intersect Lambert Lane, and 3.1.4.3 an eastbound right-turn lane at the intersection of Lambert Lane and Saguaro Peaks Boulevard. ~l ,r., 11II:"1 E5 ~~ li:~ €i~ ~~ 6 '''1 :2 3.1.5 Saguaro Peaks Boulevard and Saguaro Highlands Drive. Developer shall design and construct Saguaro Peaks Boulevard from Twin Peaks Road to Lambert Lane and Saguaro Highlands Drive from Twin Peaks Road to Saguaro Peaks Boulevard pursuant to the Town-approved plans identified as number "ENG- 0411-007. " - 3 - 11/15/20055:26 PM {00001039.DOC / 8} 3.2 Road Permits and Right-of- Way Acquisition. All rights-of-way needed from lands owned by Developer for the construction described in this Agreement shall be provided at no cost to the Town. The Town shall acquire all other rights-of-way and all permits needed for the construction of improvements described in Section 3.1. Nothing in this paragraph shall preclude these Town-funded right-of-way acquisition and permit costs from being eligible for reimbursement by the CFD if the Parties include the reimbursement in an intergovernmental and development agreement relating to the establishment of the CFD (see Section 3.4). 3.3 Other Developer Infrastructure Obligations. In addition to completing in a timely manner all onsite and offsite infrastructure required by agreements for installation of subdivision infrastructure for the subdivisions that constitute the Development (see A.R.S. ~ 9-463.01(C)(8) and MDC Section 06.06), the Developer shall complete the installation of an eight- inch water main from the north boundary of the Development, through the right-of-way for Silverbell Road to the Town's existing La Puerta del Norte water main, in accordance with plan set PRV-99-055 approved by the Town's Water Department. If this work is not reimbursed with CFD funding on or before January 1, 2007, the Town shall pay the Developer $60,000 as the Town's fair share cost of the water main work. 3.4 Community Facilities District. Town agrees to schedule for Mayor and Council consideration the creation of a CFD to finance the construction and/or acquisition of certain "public infrastructure" (as that term is defined in A.R.S. ~ 48-701). The policies and financial terms and Developer security obligations are anticipated to be similar to and consistent with those used for the Town's establishment of the Gladden Farms Community Facilities District and the Vanderbilt Farms Community Facilities District, with such modifications as the Parties may mutually agree upon. 3.4.1 The Parties shall work in good faith to fairly include some of the costs associated with the design, permitting, and construction of Twin Peaks Road from the western boundary of the Property to the intersection of Twin Peaks Road and Silverbell Road and the costs to design and install a traffic control signal at the Twin Peaks/Saguaro Peaks Boulevard intersection within the first or second bond issuance by the CFD, which issuances also shall be used for such additional onsite and offsite public infrastructure as the Parties then determine. ~ .... ~,~ ~:) !~ e ~:~ "'~ s '7 ~$ 3.5 Reimbursement from Other Benefiting Projects. The Town shall use its best efforts to require fair-share reimbursement to the Developer from other projects that benefit from the improvements funded by the Developer pursuant to this Agreement. 3.6 Environmental Roadway Elements. Elements of the Twin Peaks Road Phase II construction that are required by the Town, Pima County or any - 4 - 11/15/20055:26 PM other governmental entity to protect or accommodate native species shall be paid for with government grants or general revenues or other funding sources not provided directly by the Developer or the Development. VI. Offsite Drainage Channel. The Parties agree to cooperate in good faith and to undertake all reasonable steps necessary to secure the property rights needed for the construction of the offsite drainage channel required for the Development. VII. Developer's Representative. Section 5.1 of the Agreement is hereby amended to replace the name "Thomas J. Barr" with the name "Brian Rhoton." VIII. Default and Remedies. Section 5.4 of the Agreement is hereby deleted in its entirety and replaced with the following: 5.4 Default: Remedies. If either Party defaults (the "Defaulting Party") with respect to any of that Party's obligations under this Agreement, the other Party (the ''Non-Defaulting Party") shall be entitled to give written notice in the manner prescribed in Section 6.1 to the Defaulting Party, which notice shall state the nature of the default claimed and make demand that such default be corrected. The Defaulting Party shall then have (i) twenty days from the date of the notice within which to correct the default if it can reasonably be corrected by the payment of money, or (ii) thirty days from the date of the notice to cure the default if action other than the payment of money is reasonably required, or if the non-monetary default cannot reasonably be cured within sixty days, then such longer period as may be reasonably required, provided and so long as the cure is promptly commenced within sixty days and thereafter diligently prosecuted to completion. If any default is not cured within the applicable time period set forth in this paragraph, then the Non-Defaulting Party shall be entitled to begin the mediation and arbitration proceedings set forth in Sections 5.5 and 5.6 below. The Parties agree that due to the size, nature and scope of the Development, and due to the fact that it may not be practical or possible to restore the Property to its condition prior to Developer's development and improvement work, once implementation of this Agreement has begun, money damages and remedies at law will likely be inadequate and that specific performance will likely be appropriate for the enforcement of this Agreement. This paragraph shall not limit any other rights, remedies, or causes of action that either party may have at law or in equity. IX. Mediation. The following new Section 5.5 is hereby added: 5.5 Mediation. If there is a dispute that the Parties cannot resolve between themselves, the Parties agree that there shall be a forty-five day moratorium on arbitration during which time the Parties agree to attempt to settle the dispute by non-binding mediation before commencement of arbitration. The mediation shall be held under the commercial mediation rules of the American Arbitration Association. The matter in dispute shall be submitted to a mediator mutually selected by Developer and the Town. - 5 - 11115/20055:26 PM {00001039.DOC / 8} :t ,.~ {:~ ~'~ ~~l l'~ '~ ~~ ~}' d If the Parties cannot agree upon the selection of a mediator within seven days, then within three days thereafter the Town and the Developer shall request the presiding judge of the Superior Court in and for the County of Pima, State of Arizona, to appoint an independent mediator. The mediator selected shall have at least five years' experience in mediating or arbitrating disputes relating to real estate development. The cost of any such mediation shall be divided equally between the Town and the Developer. The results of the mediation shall be non-binding on the Parties, and any Party shall be free to initiate arbitration after the moratorium. x. Arbitration. Section 7.18 of the Agreement is modified by deleting "/ Arbitration" from the heading and by deleting the last sentence in its entirety. The following new Section 5.6 is hereby added: 5.6 Arbitration. After mediation (Section 5.5 above), any dispute, controversy, claim or cause of action arising out of or relating to this Agreement shall be settled by submission of the matter by both Parties to binding arbitration in accordance with the rules of the American Arbitration Association and the Arizona Uniform Arbitration Act, A.R.S. ~ 12-501 et seq., and judgment upon the award rendered by the arbitrator(s) may be entered in a court having jurisdiction. XI. Address Changes. The Parties' addresses as set forth in Section 6.1 shall be changed to read as follows: The Town: TOWN OF MARANA Town Manager 11555 N. Civic Center Drive Bldg A3 Marana, Arizona 85653 With a copy to: TOWN OF MARANA Town Attorney 11555 N. Civic Center Drive Bldg A3 Marana, Arizona 85653 :l "~ >!llill, f~ (~ ~3 t~ :~ ~ 5 Developer Saguaro Reserve LLC % Brian Rhoton, VP Acquisition and Entitlement EMPIRE COMPANIES ARIZONA 3001 N. Main Street, Suite IB Prescott Valley, Arizona 86314 {00001039.DOC / 8} - 6 - 11115/20055:26 PM With a copy to: GALLAGHER & KENNEDY, P.A. 2575 E. Camelback Road Phoenix, Arizona 85016 Attn: Dana Stagg Belknap XII. Effect of Amendment. Except as expressly set forth in this First Amendment, the Agreement remains in full force and effect. IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the last date set forth below their respective signatures. TOWN: DEVELOPER: THE TOWN OF MARANA, an Arizona municipal corporation By: r;t ~ Ed Honea, Mayor Date: It? - tj-O S SAGUARO RESERVE LLC, a Delaware limited liability company By: EMPIRE LAND, LLC, a California limited liability company, its managing member By: EMPIRE PARTNERS, INC., a California corporation, its managing member /"1/'1 // .~l"_i'/ ('''_ 'ill .-+-- f?/,Z/C/ ATTEST: ~~a_~ -fClC" Jocelyn C. ronson, Clerk . ; Date: t.b..19 Z005 > BY:~ Its: r."p Date: 1Jov.29) &-n5 FIRST AMERICAN TITLE OF ARIZONA, an Arizona corporation, as Trustee under Trust No. 9089 "1 :2 ~5 9 ~3 t~ :J r ~~ E~ By: ~j l~Ylp'C~ 1'(-) ('CU n-tEv/ ~z \if- Its: Date: {00001039.DOC / 8} - 7 - 11/15/2005 5:26 PM With a copy to: GALLAGHER & KENNEDY, P.A. 2575 E. Camelback Road Phoenix, Arizona 85016 Attn: Dana Stagg Belknap XII. Effect of Amendment. Except as expressly set forth in this First Amendment, the Agreement remains in full force and effect. IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the last date set forth below their respective signatures. TOWN: DEVELOPER: THE TOWN OF MARANA, an Arizona municipal corporation SAGUARO RESERVE LLC, a Delaware limited liability company By: EMPIRE LAND, LLC, a California limited liability company, its managing member By: EMPIRE PARTNERS, INC., a California corporation, its managing member By: Ed Honea, Mayor Date: ATTEST: By: Its: Jocelyn C. Bronson, Clerk ApPROVED AS TO FORM: Date: By: Frank Cassidy, Town Attorney Its: Date: FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, as Trustee under Trust No. 9089, and not ::C:I ock ~ 7 Its: L ,./ Date: \\/~-OS {00001039.DOC / 8} - 7 - 1I/15/2005 5:26 PM ::~, :2 t~, ~:) ~~ ~3 ~ ij 7 STATE OF tall'tuV'r\!ct ) ss County o8fu,\~( VlCLn\l'v1 ~ he foregoinR inst~ment was ackAow~edged before me on "'-bvwb.er 2-9 ,2sn5 by ~s p \--'(f0It( , the Y1'{S\d~vl.t- of EMPIRE PARTNERS, INC., a California corporation, managing member of EMPIRE LAND, LLC, a California limited liability company, managing member of SAGUARO RESERVE LLC, a Delaware limited liability company, on behalf of the LLC. }lbd~~ Notary Public (\ C ( -' Ja~ ~.. - ~ :~~::*~:4 ~ J S TATE OF l..-A \ ",DY VlllA- ) i. Notary PublIc . CaIIfornla I . ss ! . ~ County 0& bet'Wl rdlll:l i _ _ _ :'~~~ The foregoing instrument was acknowledged efore me on Ove.v\l\.bex- 'lq 2:QlJ by WXV~ K:D~ ' the ',' y-tS\a..Qv-:. of EMPIRE PARTNERS, INC., Californ corporati , managing member of EMPIRE LAND, LLC, a California limited liability company, managing member of SAGUARO RESERVE LLC, a Delaware limited liability company, on behalf of the LLC. ~ahw!.4'_ otary Public ~ ~ - ~ ~ ~ ""'"UNDA""'"PAlMER ""'" ""'" J a-. Commlsslon # 1503194 - -,,; Notary PublIc . California I J ...~~~ .....................---- --.............. STATE OF ARIZONA ) ss County of Pima ) The (oregping, instf\lIllent was acknowledged before me on . ., by ---<t _.; _ of FIRST AMERICAN TITLE OF ARIZONA, an Arizona torporation, as Trustee under Trust No. 9089, and not in its corporate capacity. " My commission expires: <1 ee (lcx.)}\-Iev 13.\'"1- $'3f\Cl... +0 r e. ~ Notary Public L ,l ~ b 9 ~::~ (~ ~ ~"Jt ~r 1;3 {00001039.DOC / 8} 8 11/15/20055:26 PM STATE OF County of ) ss ) The foregoing instrument was acknowledged before me on by , the of EMPIRE PARTNERS, INC., a California corporation, managing member of EMPIRE LAND, LLC, a California limited liability company, managing member of SAGUARO RESERVE LLC, a Delaware limited liability company, on behalf of the LLC. My commission expires: Notary Public STATE OF County of ) ss ) The foregoing instrument was acknowledged before me on by , the of EMPIRE PARTNERS, INC., California corporation, managing member of EMPIRE LAND, LLC, a California limited liability company, managing member of SAGUARO RESERVE LLC, a Delaware limited liability company, on behalf of the LLC. My commission expires: Notary Public STATE OF ARIZONA ) ss County of Pima ) ( L~_. ;' T e foregoing was aCkno~e:d before me on ~N eiY\.r...t:~::-'- -3:> ,a.o;. by i . c.1I C2.- , -[;:1.)5+ ' -\o,{ of FIRST AMERICAN TITLE INSURANCE COMPAN , a California corporation, as Trustee under. Trustf/:. .,0.89.., anzn?. o.therwise. , '/ /Jd My commission expires: . _ tl tea --t.'-r-___ OFFICIAL SEAL Notary Public K. CALLAHAN NOTARY PUBlIC.ARIZONA PIMA COUNTY Mv Co:nm. Exp. May 15. 2009 ...':_-",,~.~...__...__..- {00001039.DOC / 8} - 8 - 11/15/20055:26 PM 1 '? ~ .;:~ 6 l~ ,J f.~, ~1 !3' EXHffiIT 1 TO FIRST AMENDMENT TO * SAGUARO SPRINGS DEVELOPMENT AGREEMENT Saguaro Springs Major Infrastructure Roads: See Section 3.1 of the First Amendment Grading and Drainage (Exhibit 4 t): Improvements will consist of two graded channels conveyed under the proposed Saguaro Peaks Boulevard in new concrete box culverts, a single graded channel conveyed under the Arizona Portland Cement property in a new concrete box culvert, an on-site detention basin, and an off- site out-fall channel. Additional drainage improvements will include the installation of culverts under the reconstructed portion of Twin Peaks Road, designed to convey the 100-year storm event. "Exhibit F" as referenced in Section 4.4 of the Agreement (identifying the drainage/retention areas) is hereby replaced by the land depicted as Blocks A through D on the Final Plat of Saguaro Springs Blocks 1 thru 10 and A thru D and Lots 1 thru 9 and & A and B, recorded at Book 58 of Maps and Plats, Page 23. In Block A, detention/retention will occur in the park site. Nothing in this paragraph shall affect "Exhibit F" as referenced in the Agreement for purposes of identifying park amenities. · All terms in this Exhibit shall have the same meanings as found in the First Amendment to Amended and Restated Development Agreement t This is Exhibit 4 to the Agreement, not the First Amendment ~1l, ..~ ,1lI.. f5 1:3 e fl~ '~~ 6 ~:3 t~ Exhibit 2 to First Amendment to Saguaro Springs Development Agreement ROADWAY IMPROVEMENTS SAGUARO SPRINGS A_ YAU.I\' IIlIU 'I01Ilf or JWWQ VN5IlBDlVIDD PIllA coom UlfSUBDmDlD Page 1 of 6 N PIllA COUNTY UNSlJBIlIYIDD \' to1lf or IWlANA UlfSUBDmDD ,_~oj;._M'._ PIlI! COUNTY UlfSUllDMDD 1 2 ~ ~3 ~~ :-l ~~ ~:,~) i z----lO * fTlOCDfTl O:;;:--j)> fTlZ~~ UJ Z<;: U1=r;fTll'1 ~ Oz -<0 --j . fTl CD fTl-<--j ~--j0 OIOJ fTlfTl -u -0 , )> C < UJ fTl <;: l.N fTl Z Z --j 0 I ~ fTl " UJ A) 0 8 -., 0 A) " ~ OJ S (5 CD z )> UJ N fTl I 0 ~ 0 Z Z <;: > tr1 UJ)> - --j:;D ~ ~ )>)> !::c ZZ 0)> z~ )>0 tr1> :;DfTl r' 0< ~n -0::" '0 00 )>-0 >r' Z<;: t::jr' UJfTl tr1 z n --j ~ VJ 0 fTl ~ ::0 < 0 fTl VJ ~ U1. fTl VJ <;: --j ::0 .. ---'-. 0 :;;: 0_ 0 C ::0 ::0 --j 0 , =1 0 -< .p..- ::0 l.N 0. 0: ::0 '-. fTl '" :;;: 0 ~~ O--j co_ fTlI , 0 )> z "'- ^ fTl fTl Z fTl 0 , )> z "'- fTl co_ C<;: VJC 0)- !'l'; .p..- .p.. <Jl_ C =' ::0 r:= '-. --j :;;: -< r./J r./J ~~ '1:1 > ~ 41 '1 - C , \ y z > )> ~ \'-1- 41 ~ VJ j, CD r./J 0 ::0 0 2 fTl --j 0 --j f~ C 0 ::0 <;: (~ fTl e 0 0 VJ =1 I 0 Z 0 ~ fTl fTl I fTl --j 0 --j ::: --j ~ , --j ~ 0 0 Z '1 0 VJ " 0 ,,,," )> , fTl ~ I i > "tl o ~ >-i .... o z o "Zj o ~> Z ;!l t U)~ z 5 ~~ "tI ZZ tzj 0> > tzj ~o :::-:: n o!< 00 0 -up ~ t:: ~~ o tzi Z 0::: > n U)I'TI ~>-i Z o -f ~ U) I'TI o ~ =:tl (') I'TI U) sz i ~ ~ U) I'TI o ~ tzj =:tl ~ oo~ "tiCi') =:gc:: ~~ 000 U) :I: I'TI I'TI -f CJ1 o I'TI -f > r= Z 9 o .." Z o -f -f o U) ~ r I'TI ~~o o-u!< I'TI(')I'TI ~>r zro c;) -u ()I'TI ..,,;0;0 00-f ;o~o ~U)() ;oI'TlO Z()Z -fU) ~6;ti z~c I'TI () -f l>-u-U U) ~ ;00::: I'TII'TI ozz ~-f-f ;0- 1'TI0:::0 O-Uz -u~!:< I'TI< ;oI'TlO 0:::.." >I'TI ZZZ >ulo -U ;0 -u~:i! ;or= ~rj; I'TI-r o~.." -fro j;c.." .0 I'TI :;:u ......... ~ () Oc ~:::! oC O~ ;0 ~ ~~ - ~~ o VI ~ q ~~ ZVI I'TI . ~..- o:::~ -0 Z . ~;o o:::~ :L ~" ,OJ;- E::l ,~ e ,~ ~~ f) ~ UJVlVl 0-<6 -<0["Tl UJVl< Io:Z: ;;0 -<)> O-<["Tl Vl" ------- --'-- -<0;;0 - ^ :z: I -< Oz 00 fTlOLJ 6~~ UJ. ["Tl ;;0 tv Gizo OLl OC 00 0 .;;0 0 0 OJ =-is ;;0 C tv ~~ -< 0-0 Ll . 0 r= ,. (D["Tl 01.0 :::j " ;;0 -< " ;;0 00 -< Ll CJl. 0 ;;; N -<0 '" I Ll ~ aJUJ< ["Tl0 0 ~ O-<["Tl ~S m. 00 -<0;;0 I -< c;) Z 00 tr:l Vl-<)> 6J! - s: tv C UJ ["TlZo Cc -....J. CJl. )> VlOC Ul, ::0 l/) ;;0 ["Tl:::! [/J OJ fTl tvUJ > > 0 0 41 CD Ll ~i z 0 ["Tl C ;;0 Z -< > , el -<Ll )> ::0 0 s: Lln Z '-". tv 0 t""' UJ)> ["Tl OJ. -<:::0 t""' )>)> '"d tr:l ZZ tr:l n 0)> > >-3 )>0 1 ~ 0 :::OfTl :;;:: [/J ::0 0< ["Tl tv -oP 0 o. OJ t:::J '0 )> )>-0 Z O. 0 - Zs: C <: UJfTl ;;0 - t""' t:::J z '-- trl tr:l -< :z: <: '=' UJ > fTl ~ ::::; :::0 '=' :'0:: - n >-3 fTl ::r:: UJ s:::: tv OJ. tr:l ~j '=' :; Z [/J [/J '"d > m. ::0 41 - C Z > CJl ~ 41 ~ .n C [/J 0 ~o :::! . ;;0 6 O1.~ , :::j 9 0 -< 0 ~3 ;;0 UJ ~j I 0 Z f'l f'l 0 ;;0 6 f'l -< -< ------ --'-- -< W )> :z: ~~ , -j 0 ~: 0 Z '1 0 UJ n )> , f'l ~ AJ o ;i\ '" N 2 I : '" s: ~ > z ~ C1 trl ~ C C >~ ~to 0> ::I:Z on r<0 >t""' Zr< otrl rnn >-3 00 ~~ :;0 trl<; ,,8 trl So 0::;;: '"0- >-3 ~::I: o >S5:: Otrl o - > Z COVl< O~rr1 ~O::D :r: ~ ~~~ o ' rr1 VlZO Oc .::D co N 0-0 <D rr1 ::D CD Ul Vl o~- ~oo :r:o~ If)~F=: - ^ Oz rr1 0 -0 Vl . rr1 N::D 0-0 00 o ~o -<~ -0 .Cv ::0 -- " ;;;: ---J OJ ::0 " ;;;: rn rn '"0 > ~ C1 - C Z > C1 ~ rn 0 ~ VJ .~, "~ :r: ,"", rr1 0 r rr1 fTl Z .~ ~ ~ 0 9 ~ ::::: ~ , ~ e 0 z 0 -., 0 VJ r:;J 0 :~ )> , E, fTl e~ t"' ., ~-o -<0 -0 fTlo ~o ~ CD )> VJ fTl o o Z CDUl< O~fTl ~o::o :r: --I Ul~O 0 61F: [;iZo Oc ::D NCD o w-o fTl ::D ~ -<-0 -00 N (Xl ". ~ (1' ~i , )> ~ LN. s: (j))> ~::D )>)> ZZ 0)> )> ::DO ofTl < -ofTl " )>0 Z-o (j)S: fTl Z -I 1 s: rr1 N 00 j;: z (j) fTl ::D :::;: o fTl VJ -0-0 ,)> e< U1'" ~ eN'" Z Z-i n-i I I "'0 U1^ Z '" U1 U1 ICy I .:..; I (~ -\c :;0 "'---- :f )> " " ^' 0 OJ <:> ~ 56 <:> i2j " a; S m ~ )> U1 '" N 0 I 0 ~ z Z ~ t""'M (1)> > :;;~ S:::::o ZZ tOe:::: 0)> M ::0 )>0 ::0> :;0", '""'t""' 0< '" -0, ~8 '0 )>-0 Zt""' Z~ U1", Mt""' Z M -i (l '""' U1 0 '" :;0 ::0 :S: n '" U1 ~ n aOe . :;0 -i :;o~ ~ , ... 0 =1 0 -< Ul. '-J .... :;0 U1. :;0 m. "'- :f ~~ CO. -0 , ~ )> Z tv. )> '" n n 0 ,'" e -Z Z Z-/ -i "'''' -< , :;0 )> Z N. '" CO. e~ ()). U1e "'~ .... n Oe :::g::! - , ~0=1 U1 0.0 -< ,8 :;0 -~Z-i "'6 Z C/1 "1j ::0 Z Cl C/1 C/1 > Cl e:::: > ::0 o ~~ '-J Ul. '1 :;0 , \ T ~ \+ "'- )> :f U1m I I 0 I :::0-/ '" -i I -/ 00 0 e~ I :f ~g I Z O-i 0 1 n I '1 I I ~ a )> ':) \ :::0 9 )> Z 6 I )> \ C:il \ ~ I :;0 ~~ ---"'---- I :f f) lf) 0 Z I '" 0 '" '" -/ -/ -/ N )> , -i 0 Z 0 0 U1 '1 n )> , '"