HomeMy WebLinkAboutDispostion and Development Agreement (DDA) - Palm Desert Development CompanyPALM DESERT REDEVELOPMENT AGENCY
STAFF REPORT
REQUEST: APPROVE AMENDMENT NO. 2 TO THE DISPOSITION AND
DEVELOPMENT AGREEMENT BY AND BETWEEN THE
REDEVELOPMENT AGENCY AND THE PALM DESERT
DEVELOPMENT COMPANY AMENDING THE TERMS FOR THE
PAYMENT IN LIEU OF PROPERTY TAXES (PILOT) AND
AMENDING THE TERMS OF THE ENERGY SAVINGS PAYMENT
AND ALLOWABLE ENERGY FEATURES
SUBMITTED BY: JANET M. MOORE, HOUSING AUTHORITY ADMINISTRATOR
DATE: MAY 26, 2005
CONTENTS: SECOND AMENDMENT TO DISPOSITION
AND DEVELOPMENT AGREEMENT
Recommendation:
By Minute Motion, that the Palm Desert Agency Board:
1) Approve Amendment No. 2 to the Disposition and Development
Agreement by and between the Palm Desert Redevelopment Agency
and the Palm Desert Development Company amending the terms for
the payment in lieu of property taxes (PILOT) and amending the
terms of the Energy Savings Payment and allowable energy saving
features.
2) Authorize Chairman to execute the Amendment to the DDA and any
other documents necessary to facilitate such amendment.
EXECUTIVE SUMMARY:
Approval of this request will amend the amount of the PILOT payment for the first year
(2003) to a prorated amount based on the date the property was 100% occupied. This
amendment also adds flexibility to the Agency and Palm Desert Development to expand
the types of energy saving features that could be added to the property and adjusts the
terms for the "Energy Savings Payment". Denial of this request will make the developer
pay the "PILOT' for a period when the property was not receiving revenue, and limit any
additional energy saving features to Fuel Cells.
O RDA Pat" Leon Wpdocs IMM staff report Amendment No 2 DDA PDOC wpd
STAFF REPORT
AMENDMENT NO. 2 - PALM DESERT DEVELOPMENT COMPANY
PAGE 2
MAY 26, 2005
DISCUSSION:
On June 14, 2001, the Agency board approved a Disposition and Development Agreement
between the Palm Desert Redevelopment Agency and the Palm Desert Development
Company wherein the Agency agreed to make a low interest loan in the amount of
$7,659,437 to assist with the construction of 162 unit tax credit apartment project now
known as Hovley Gardens.
Section 4.9.5 of the Agreement details the Payment In Lieu Of Taxes (PILOT). Both the
Developer and staff expected the property to be available for occupancy sooner than it
was, however, unexpeced delays pushed the overall project completion to September
2003 and it was not until December 2003 that the property was 100% occupied. Revenues
from rental income are used to pay the PILOT.
Because the Developer received minimal revenue for 2003, he has requested that the first
annual PILOT payment be prorated from the month in which he achieved 100%
occupancy, December 2003, to the end of the year. Staff feels the request is justified for
the reasons noted and has calculated the PILOT for 2003 to be $6,666.
The PILOT for the calendar year 2004 was due April 1, 2005 and is amended to be the first
full PILOT payment in the amount of $80,000. Subsequent PILOT payments will include
a 2% increase.
Additionally, the Agreement calls for an "Energy Savings Payment" to be made to the
Agency from the benefits of Energy Savings Features paid for by the Agency. Exhibit "T
was added to the Agreement late in the negotiations and did not perhaps clearly address
the issues related to Energy Savings Features. A portion of the Agency's loan was
specified to be used to upgrade the buildings energy efficiency by doing such things as:
increased insulation; thicker drywall; Low-E glass windows as well as provide locations for
fuel cell equipment to be installed later at the expense of the Agency.
Fuel cell technology still appears to be years away from widespread distribution. The fuel
cells, once installed, would run the refrigerators. Staff sees energy efficiency as an
important element of all projects and desires to have the flexibility to be able to include
other types of fuel saving or energy saving features in the project provided they are
mutually agreed upon by the Developer and the Agency.
Because it is not known what type of energy saving features would be available in the
future to provide maximum benefit to this project, the Agency amended Exhibit "J" to
include the details of the current features as well as the method by which the Energy
Savings Payment will be calculated in the future, should additional equipment be installed.
G RDA Path Lwn Wpdocs AIM staff report Amendment No 2 DDA PDDC �*
STAFF REPORT
AMENDMENT NO. 2 - PALM DESERT DEVELOPMENT COMPANY
PAGE 3
MAY 26, 2005
The Agency still reserves the right to do an analysis of energy savings from the current
energy saving features that were installed during construction at some point in the future
should we feel it is necessary to do so.
Submitted by:
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An Moore
Housing Authority Administrator
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Approval:
iment
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Paul S. Gibson, Director of Finance
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Carlos L. Ortege,,,gxecutive Director
6 RDA Patry Leon Wpdoca JM.V staff report Amendment No 2 - DDA PDDC �*pd
Department Head:
`-'wave Yrigoye6
Director of Red opment/Housing
RECORDING REQUESTED BY:
WHEN RECORDED RETURN TO:
Palm Desert Redevelopment Agency
73-510 Fred Waring Drive
Palm Desert, California 92260
Attention: Janet Moore
[Space Above For Recorder's Use Only]
The undersigned declare that this Memorandum of Amendment of Disposition and
Development Agreement is exempt from Documentary Transfer Tax pursuant to
California Revenue and Taxation Code Section 11922.
SECOND AMENDMENT TO
DISPOSITION AND DEVELOPMENT AGREEMENT
THIS SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT
AGREEMENT ("Amendment") dated as of , 2005 ("Effective Date"),
is entered into by and between the PALM DESERT REDEVELOPMENT AGENCY, a
public body, corporate and politic ("Agency") and PALM DESERT DEVELOPMENT
COMPANY, a California corporation ("Developer'').
RECITALS
A. The Agency and Developer have previously entered into that certain
Disposition and Development Agreement, dated as of June 14, 2001, as amended by
that certain Amendment to Disposition and Development Agreement dated as of May
13, 2004 (as so amended, the "DDA"), which affects that certain property located in the
City of Palm Desert, County of Riverside, State of California, more particularly described
on Exhibit "A" attached hereto.
B. The Agency and Developer wish to amend and modify the DDA as
hereinafter set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the terms of this Amendment and for
other valuable consideration, the receipt of which is hereby acknowledged, Agency and
Developer agree as follows:
1046\04\231725.1
1. All capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the DDA.
2. Exhibit J to the DDA is hereby amended and restated in its entirety
with Exhibit J, attached hereto. All references to the DDA, and any amendments
thereto, to Exhibit J shall refer to the amended and restated version attached hereto.
3. Notwithstanding anything to the contrary contained in the DDA, the
Agency Note, the Agency Deed of Trust, or the Agency Regulatory Agreement and
Option (collectively, the "Agency Documents"):
(a) The Developer shall make a PILOT payment to the City of
Palm Desert in the amount of (i) $ 6,666 (for the month of December, 2003) within 30
days of the Effective Date, (ii) $80,000 (for the calendar year 2004) on April 1, 2005,
and thereafter the Developer shall make the PILOT payments to the Agency in the
amounts and at the times set forth in Section 4.9.5 of the DDA.
(b) The Energy Savings Payments shall not be due or owing, or
otherwise accrue to the Agency, and the amount of the Positive Net Cash Flow shall be
determined without reference to any Energy Savings Payment, until such time as any of
the following shall occur:
(1) Prior to such time as the Agency shall have paid, or
caused to have been paid, the Agency Energy Contribution as described in subsections
(2) or (3) below, the Agency provides written notice to the Developer requesting that the
Developer promptly prepare and submit to the Agency a report ("Energy Savings
Report") of the energy savings for the 12 month period immediately preceding the date
of such notice and calculated as provided in Exhibit J. Upon receipt and review of the
Energy Savings Report, the Agency in the exercise of its sole and absolute discretion
may require that the Baseline Energy Savings Payment, as such term is defined in
Exhibit J, be paid to the Agency with the Annual Payment. The amount of the Baseline
Energy Savings Payments shall be applied by the Agency first to the payment of
accrued interest, and the remainder, if any, to the principal on the Agency Loan. The
Agency may not request that the Developer prepare an Energy Savings Report under
this subsection (1) more often than once every 3 years.
(2) The Agency shall have paid, or cause to have been
paid, the Agency Energy Contribution. In such event, promptly following the payment of
the Agency Energy Contribution, the Developer shall prepare and submit to the Agency
an Energy Savings Report describing the energy savings for the 12 month period
immediately preceding the payment of the Agency Energy Contribution and calculated
as provided in Exhibit J (the "Baseline Savings"). Thereafter, Energy Savings Payments
shall be paid to the Agency with the Annual Payment, and (i) the amount of the Baseline
Energy Savings Payment equal to the Baseline Savings shall be applied by the Agency
first to the payment of accrued interest, and the remainder, if any, to the principal on the
Agency Loan, and (ii) the amount of the Additional Energy Savings Payment, as such
2
1046\04\231725.1
term is defined in Exhibit J, in excess of the Baseline Savings shall be applied for such
purposes and in such manner as the Agency shall determine in its sole and absolute
discretion.
(3) The Agency shall have paid, or caused to be paid, the
Agency Energy Contribution and the proceeds thereof shall have been used to pay for
the installation of energy savings equipment other than the fuel cells described in
Exhibit J, as may be mutually agreed upon by the parties ("Alternative Equipment"). In
such event, on the first anniversary of the date of completion of the installation of the
Alternative Equipment, the Developer shall promptly prepare and submit to the Agency
an Energy Savings Report calculated as provided in Exhibit J with such modifications to
the method of calculation as are reasonably necessary to reflect the energy savings
derived from the installation of the Alternative Equipment. Thereafter, all Additional
Energy Savings Payments shall be paid to the Agency with the Annual Payment and
may be applied by the Agency for such purposes and in such manner as the Agency
shall determine in its sole and absolute discretion.
Notwithstanding anything to the contrary contained in this
subsection (b), if the Energy Savings Payments shall have commenced pursuant to
subsection (1) above, and the Agency subsequently pays, or causes to be paid, the
Agency Energy Contribution as provided in either subsection (2) or (3) above, then the
amount of the Additional Energy Savings Payment and the manner in which the
proceeds thereof are applied by the Agency shall be controlled by the provisions of
subsections (2) or (3) above, as applicable.
4. Each reference in the Agency Documents to the DDA shall be
deemed to be a reference to the DDA as modified by this Amendment.
5. Except as specifically modified hereby, the Agency Documents
shall each remain unaffected and unchanged by reason of this Amendment.
6. The Agency Documents are hereby ratified and affirmed by
Developer and shall remain in full force and effect as modified hereby.
7. This Amendment shall bind and benefit the heirs, successors, and
assigns of Developer and Agency, respectively.
8. Nothing contained in this Amendment shall be construed as giving
any person or entity, other than the parties hereto, any right, remedy or claim under, or
with respect to, the Agency Documents.
9. Developer acknowledges and agrees that if and to the extent that
Agency has not heretofore required Developer to strictly comply with the covenants,
agreements and obligations contained in the Agency Documents, such action or
inaction shall not constitute a waiver of, or otherwise affect or prejudice Agency's
present or future rights, remedies, benefits or powers under the Agency Documents in
any manner, including the right to require performance of such covenants, agreements
3
1046\04\231725.1
and obligations strictly in accordance with the terms and provisions of the Agency
Documents.
10. This Amendment constitutes the final expression and the entire and
exclusive agreement of the parties hereto with respect to the subject matter hereof, and
supersedes in all respects any and all other negotiations between the parties hereto,
whether oral or written.
11. If there is any conflict between the terms and conditions of this
Amendment and the terms and conditions of the Agency Documents, the terms and
conditions of this Amendment shall prevail.
12. This Amendment shall be governed by and construed in
accordance with the laws of the State of California.
13. If any court of competent jurisdiction determines any provision of
this Amendment to be invalid, illegal or unenforceable, that provision shall be deemed
severed from the rest, which shall remain in full force and effect as though the invalid,
illegal or unenforceable provision had never been a part hereof.
14. No provision of this Amendment may be changed, discharged,
supplemented, terminated or waived except in a writing executed by the parties hereto.
15. In executing this Amendment, neither party has relied on any
inducements, promises or representations made by the other party or its attorney, other
than those set forth herein.
16. This Amendment may be executed in two or more counterparts,
each of which shall be an original, but all of which shall constitute one and the same
instrument.
[signatures begin on next page]
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WITNESS the signatures of the parties as of the date first set forth above.
PALM DESERT REDEVELOPMENT
AGENCY, a public body, corporate and politic
Buford A. Crites, Chairman
ATTEST:
Rachelle D. Klassen, Secretary
APPROVED AS TO FORM:
AGENCY GENERAL COUNSEL,
Richards, Watson and Gershon,
a professional corporation
PALM DESERT DEVELOPMENT
COMPANY, a California corporation
5
Danavon L. Horn, President
1046\04\231725.1
STATE OF CALIFORNIA
COUNTY OF
On , 2005, before me, ,
a Notary Public in and for the State of California, personally appeared
, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument, the person,
or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for the State of California
(SEAL)
STATE OF CALIFORNIA
COUNTY OF
On , 2005, before me, ,
a Notary Public in and for the State of California, personally appeared
, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument, the person,
or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for the State of California
(SEAL)
0
1046\04\231725.1
STATE OF CALIFORNIA
COUNTY OF
On , 2005, before me, ,
a Notary Public in and for the State of California, personally appeared
, personally known to me (or proved
to me on the basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument, the person,
or the entity upon behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public in and for the State of California
(SEAL)
7
1046\04\231725.1
EXHIBIT "A"
LEGAL DESCRIPTION OF PROPERTY
IN THE CITY OF PALM DESERT, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA;
THAT PORTION OF THE WEST ONE-HALF OF THE NORTHWEST ONE -QUARTER
OF THE NORTHEAST ONE -QUARTER AND THE EAST ONE-HALF OF THE
NORTHWEST ONE -QUARTER OF THE NORTHEAST ONE -QUARTER OF SECTION
16, TOWNSHIP 5 SOUTH, RANGE 6 EAST, S.B.M., SHOWN AS PARCEL "A" AND
PARCEL "B" OF PARCEL MAP WAIVER RECORDED JANUARY 23, 1996 AS
INSTRUMENT NO. 25522, O.R., DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF SAID WEST ONE-HALF OF THE
NORTHWEST ONE -QUARTER OF THE NORTHEAST ONE -QUARTER;
THENCE NORTH 890 47' 20" EAST ALONG THE NORTHERLY LINE OF SAID WEST
AND EAST ONE-HALF OF THE NORTHWEST ONE -QUARTER OF THE
NORTHEAST ONE -QUARTER A DISTANCE OF 1078.13 FEET TO A POINT, SAID
POINT BEING 250.00 FEET WESTERLY OF THE NORTHEAST CORNER OF SAID
EAST ONE-HALF OF THE NORTHWEST ONE -QUARTER OF THE NORTHEAST
ONE -QUARTER, AS MEASURED ALONG SAID NORTHERLY LINE;
THENCE SOUTH 000 02' 43" WEST, PARALLEL WITH THE EASTERLY LINE OF
SAID EAST ONE-HALF OF THE NORTHWEST ONE -QUARTER OF THE
NORTHEAST ONE -QUARTER A DISTANCE OF 48.00 FEET TO THE TRUE POINT
OF BEGINNING;
THENCE CONTINUING SOUTH 000 02' 43" WEST A DISTANCE OF 575.00 FEET;
THENCE NORTH 890 47' 20" EAST A DISTANCE OF 250.00 FEET TO A POINT ON
SAID EASTERLY LINE OF THE EAST ONE-HALF OF THE NORTHWEST ONE -
QUARTER OF THE NORTHEAST ONE -QUARTER;
THENCE SOUTH 000 02' 43" WEST ALONG SAID EASTERLY LINE A DISTANCE OF
355.33 FEET;
THENCE SOUTH 890 48' 51" WEST A DISTANCE OF 822.08 FEET;
THENCE NORTH 000 01' 57" EAST A DISTANCE OF 409.75 FEET TO THE
BEGINNING OF A NONTANGENT CURVE, CONCAVE NORTHWESTERLY, HAVING
A RADIUS OF 229.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT
BEARS SOUTH 130 47' 57" EAST;
THENCE NORTHEASTERLY ALONG THE ARC OF SAID CURVE THROUGH A
CENTRAL ANGLE OF 700 08' 16", AN ARC DISTANCE OF 280.33 FEET TO THE
A-1
1046\04\231725.1
BEGINNING OF A COMPOUND CURVE, CONCAVE WESTERLY, HAVING A RADIUS
OF 985.00 FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH
83' 56' 13" EAST;
THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 070 25' 56", AN ARC DISTANCE OF 127.77 FEET TO THE BEGINNING
OF A COMPOUND CURVE, CONCAVE WESTERLY, HAVING A RADIUS OF 200.00
FEET, A RADIAL LINE PASSING THROUGH SAID POINT BEARS NORTH 880 37' 51"
EAST;
THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 050 40' 23", AN ARC DISTANCE OF 19.80 FEET TO THE BEGINNING OF
A REVERSE CURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 200.00 FEET, A
RADIAL LINE PASSING THROUGH SAID POINT BEARS SOUTH 820 57' 28" WEST;
THENCE NORTHERLY ALONG THE ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 060 49' 52", AN ARC DISTANCE OF 23.85 FEET;
THENCE TANGENT TO LAST MENTIONED CURVE, NORTH 000 12' 40" WEST A
DISTANCE OF 151.56 FEET TO A POINT LYING 48.00 FEET SOUTHERLY OF SAID
NORTHERLY LINE OF THE EAST ONE-HALF OF THE NORTHWEST ONE -
QUARTER OF THE NORTHEAST ONE -QUARTER;
THENCE NORTH 890 47' 20" EAST, PARALLEL WITH SAID NORTHERLY LINE, A
DISTANCE OF 397.78 FEET TO THE TRUE POINT OF BEGINNING.
SUBJECT TO EXISTING EASEMENTS AND RIGHTS OF WAY OF RECORD.
COMPRISING 12.39 ACRES, MORE OR LESS.
A-2
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EXHIBIT "S
The City of Palm Desert and Palm Desert Redevelopment Agency have identified
increased energy efficiency to reduce reliance on electricity and promote sustainable
development as an important objective of Hovley Gardens. This will be accomplished
through passive planning (i.e., building siting), upgraded energy -efficient building
materials, the use of fuel cells, an emerging energy technology or any other mutually
acceptable form of energy efficient building upgrades. The City, Agency and Developer
recognize that achieving efficiency beyond CTCAC Title 24 requirements results in an
additional development costs. Further, fuel cell technology is a significant investment
and is currently not ready for broad distribution. Given these factors, the cost for
installing this technology is outside of the project's development budget and will be paid
through Agency funds at such time as the Agency determines that it is economically
feasible.
Upgraded Building Materials
In developing the project, the City identified building materials that would be upgraded
to achieve maximum energy efficiency. In addition, to create cost efficiencies with
respect to installation of future fuel cells, the project will be installed with the
infrastructure required (as identified by the City) to implement fuel cell production for
each building. This includes additional electrical wiring and plumbing, expanded
foundation, and construction of an equipment room attached to each building to house
the future fuel cells. Exhibit J-3 attached hereto is a break-out of the upgraded features
and their associated, incremental increase in cost over standard construction that would
meet the City's development standards and CTCAC Title 24 requirements.
Fuel Cells
The development will be constructed to accommodate fuel cell equipment. The Agency
and/or City will assume the full cost of installing fuel cells at each building at such time
as the Agency determines that it is economically feasible. As discussed above, the
development is pre -wired, including water and electrical runs between the individual
residential units and fuel cell equipment room. The fuel cells will provide a dedicated
electrical supply for the refrigerators in each unit.
Fuel Cells currently use gas for production energy. This utility cost, net maintenance,
will be passed on to tenants on a pro rata share as they benefit from the fuel cell
production in the form of reduced electrical bills. It is anticipated that the cost will not be
significant and represent a minor adjustment to their utility allowance.
In recognition of the Agency's commitment to energy efficiency and their investment in
the project, the Developer will make an annual payment to the Agency for the benefit of
the Palm Desert Housing Authority. The payment will be calculated based on Exhibit
J-2 attached hereto. The calculation does not alter the gross rent that will be charged to
tenants. In the first year, tenant utility allowances will be calculated by a certified
engineer, and in subsequent years actual utility bills will be used to develop the
allowance based on documented usage and rates. First year gas usage for the fuel cell
will be based on estimates and subsequent years based on actual bills.
1046\04\231727.2
Exhibit J-2
The formula for calculating the Agency payment is illustrated in the following example.
Total Utility Savings
Unit Riverside
Type County
Housing
Authority
Allowance
Less:
Actual
Utilities
2-BR $76 $40
3-BR $93 $55
4-BR $118 $67
Sample Calculation Per Unit Type
Total
Utility Savings
over Housing
Allowance Rates
$36
$38
$51
Allocation of Utility Savings
Estimated Energy
Savings
attributable to
CTCAC
Construction
Standards
(115% of Title 24)
Estimated Energy
Savings due to
City of Palm
Desert
Construction
Standards
"CTCAC Energy "Baseline Energy
Savings" Savings
Payment'
$29 $7
$30 $8
$41 $10
Estimated Energy
Savings due to
City of Palm
Desert
Fuel Cells or
Alternative
Equipment
"Additional
Energy Savings
Payment"
$0*
$0*
$0*
Notes:
(1) The actual determination of the "CTCAC Energy Savings" is to be determined on a best efforts
basis, by a qualified energy consultant, mutually agreeable to the Agency and the Developer. Baseline
Energy Savings Payment and Additional Energy Savings Payment are to be offset by cost of
consultant.
(2) The "Base Line Energy Savings Payment" is the Savings attributable to the City of Palm Desert's
increased construction standards over those required by the California Tax Credit Allocation
Committee ("CTCAC") without regard to the savings attributable to Fuel Cells and/or Alternative
Equipment. These payments are to be applied to Agency Loan.
(3) The 'Additional Energy Savings Payment" is the amount of savings attributable to the installation of
the Fuel Cells and/or the Alternative Equipment. These payments are to be used at Agency's sole
discretion and become effective only after the installation of Fuel Cells and/or Alternative Equipment.
* This illustration is prior to the installation of Fuel Cells and/or the Alternative Equipment.
1046\04\231727.2
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