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HomeMy WebLinkAbout9C - City-Owned Property .-. MEETING DATE: AGENDA #: PREPARED BY: AGENDA ITEM: DISCUSSION: r-- .-- CONSIDER APPROVAL OF A RESOLUTION AUTHORIZING THE MAYOR AND CITY MANAGER TO ENTER INTO A DEVELOPMENT AGREEMENT AND AN AGREEMENT REGARDING THE PURCHASE OF CITY-OWNED PROPERTY AT FRANKLIN TRAIL AND PARK NICOLLET AVENUE. Introduction The purpose of this agenda item is to receive City Council authorization to enter into two agreements prepared by the City Attorney which set forth the legal relationship, default provisions, penalties and securities with respect to a new development proposed for the Franklin Trail and Park Nicollet Avenue property. Historv The City owns two parcels immediately adjacent to each other at Franklin Trail and Park Nicollet Avenue. Taken together, the parcels are .88 acres. On June 6, 2005, the City Council awarded a proposal to sell this property for development to Village Commerce Building, a limited liability corporation represented by Dan O'Keefe. The transaction is subject to the conditions contained in the request for proposal and the proposal submitted by Mr. O'Keefe as modified by City Council Resolution 06-070. In addition to authorizing the sale of the property in the amount of $204,000, the City Council directed that the developer and City enter into a Development Agreement and Agreement Regarding the Purchase of City- owned Property within 45 days, which is June 29, 2006. Both documents were returned filled out and signed by the developer. The written purchase agreement for the Park Nicollet property has also been supplied to the City in accordance with the Council's direction. Current Circumstances The City Attorney has prepared two documents. The first is an Agreement Regarding the Purchase of City-owned Property. The second is a Development Agreement. The agreement sets forth the terms of the purchase transaction and the responsibilities of each party. The Development Agreement specifies the timeline within which various actions are to take place which ultimately end with the issuance of a permanent certificate of occupancy. The timelines were provided by the developer in consultation with City staff. The document also defines default and the penalties in the event of a breach of the agreement. The document seeks to assure that title to the land does not transfer to Village Commerce Building, LLC, until we are certain that the building will be constructed in accordance with the RFP, proposal and Development Agreement. www.cityofpriorlake.com ,CC:!.::!CiL .^. C::;F~C;\20.)SD(':2GO,) D~,jgrpI18ne~952~if47:2t-23(Jo/cFax 952.447.4245 The Developer Agreement provides that the developer will construct a two- story commercial, retail and office building in conformance with their May 27,2005, proposal in all respects except size of building (21,000 square- feet rather than 31,000) and timeline, which is considerably later than originally anticipated for a variety of reasons. Because the building is to be constructed on both the City-owned parcel and the one-acre site previously owned by Park Nicollet, a copy of the executed purchase agreement is to be submitted to the City by June 24, 2006. The purchase agreement was submitted to the City on June 20, 2006, and is available in my office if the Council desires to view the document. ISSUES: The agreement further provides that if complete building plans are submitted by June 24, 2006, a building permit will be issued by July 25, 2006, at the latest, and that the purchase agreement for the City property would be executed within 30 days of that date. The Village Commerce Building plans were submitted last week. Those plans rely upon soil borings. The soils report is not yet available. This is significant in that one of the contingencies of their proposal is that the City be responsible if soil contamination is found. The City Attorney advises that the Purchase Agreement for the property will contain language which will protect the City and developer against this eventuality. The platting for the property would need to be recorded no later than August 7, 2006, so that construction can be commenced by August 8, 2006. If the developer fails to commence construction by September 1, 2006, (footings and foundation work of not less than $100,000) the City may declare a breach of contract, rescind the property sale, and retain the initial security and any subsequent deposits. These provisions are identical (except in dates) to the Rock Creek Agreements. (A general overview of the procedures for the sale and development of City-owned property is attached.) The key issue is whether the Council believes that the documents protect the City against various contingencies. A considerable amount of effort has been spent by the City Attorney crafting language which is satisfactory to the developer, but also addresses the City's concerns. We believe that the documents before you accomplish their intended objective. The purchase price of this property is $204,000, which was the minimum bid amount established by appraisal. The City Attorney's fees are to be reimbursed by the developer. 1. Motion and second to adopt a resolution authorizing the Mayor and City Manager to execute the Agreement Regarding the Purchase of City- owned Property and the Development Agreement for the Franklin Trail and Park Nicollet Avenue property. 2. Take no action. FINANCIAL IMPACT: ALTERNATIVES: RECOMMENDED Alternative 1. MOTION: :\CO!..,n'jCiL\r\(;r\IR::TS\2DC::;\852CCK~ I}:;,/ ,b,gi';'fit f tr 16200 Eagle Creek Avenue S.E. Prior Lake, MN 55372-1714 RESOLUTION 06-110 A RESOLUTION AUTHORIZING COUNCILMEMBER MILLAR AND CITY MANAGER TO ENTER INTO A DEVELOPMENT AGREEMENT AND AN AGREEMENT REGARDING THE PURCHASE OF CITY-OWNED PROPERTY AT FRANKLIN TRAIL AND PARK NICOLLET AVENUE. Motion By: Millar Second By: Dornbush WHEREAS, The City Council has deemed two adjacent parcels it owns at Franklin Trail and Park Nicollet Drive, which is approximately .88 acres, to be surplus to the City's needs; and WHEREAS, The City Council, in accordance with the 2030 Vision and Strategic Plan, desires to continue with the redevelopment of the commercial areas and the addition of businesses to the area; and WHEREAS, Dan O'Keefe, representing Village Commerce Building, LLC, has submitted a proposal to build a two-story building of 21 ,000 square feet, in accordance with their proposal dated May 27, 2005, as modified by City Council resolution 06-070; and WHEREAS, The City Attorney has drafted a Development Agreement and Agreement Regarding the Purchase of City-owned Property, which has been reviewed and approved by Dan O'Keefe on behalf of Village Commerce Building, LLC. NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1. The recitals set forth above are incorporated herein. 2. The Mayor and City Manager are hereby authorized to execute the Development Agreement and Agreement Regarding the Purchase of City-owned Property at Franklin Trail and Park Nicollet Avenue. PASSED AND ADOPTED THIS 26th DAY OF JUNE 2006. YES NO Haugen Abstain Hauaen Dornbush X Dornbush Erickson X Erickson LeMair Abstain LeMair Millar X Millar Frank Boyles, City Manager I\COUNCILIRESOLUTI\ADMINRESI2006\06-1 0 Fran~i>>r€lfmm~e.com Phone 952.447.4230 / Fax 952.447.4245 -- Motion By: WHEREAS, The City Council has deemed two adjacent parcels it owns at Franklin Trail and Park Nicollet Drive, which is approximately .88 acres, to be surplus to the City's needs; and WHEREAS, The City Council, in accordance with the 2030 Vision and Strategic Plan, desires to continue with the redevelopment of the commercial areas and the addition of businesses to the area; and WHEREAS, Dan O'Keefe, representing Village Commerce Building, LLC, has submitted a proposal to build a two-story building of 21,000 square feet, in accordance with their proposal dated May 27, 2005, as modified by City Council resolution 06-070; and WHEREAS, The City Attorney has drafted a Development Agreement and Agreement Regarding the Purchase of City-owned Property, which has been reviewed and approved by Dan O'Keefe on behalf of Village Commerce Building, LLC. r NOW THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF PRIOR LAKE, MINNESOTA as follows: 1. The recitals set forth above are incorporated herein. 2. The Mayor and City Manager are hereby authorized to execute the Development Agreement and Agreement Regarding the Purchase of City-owned Property at Franklin Trail and Park Nicollet Avenue. PASSED AND ADOPTED THIS 26th DAY OF JUNE 2006. YE NO Haugen Haugen Dornbush Dornbush Erickson Erickson LeMalr LeMalr Millar Millar Frank Boyles, City Manager r '.\CCL>'C: L\P.E S Co!.. L)TcoJ'D:f :i"':'.:: S2C(iSF ,;..:(: n.F 2rk~sqity9!priorlake.com Phone 952.447.4230 / Fax 952.447.4245 AGREEMENT REGARDING THE PURCHASE OF CITY OWNED PROPERTY c This Agreement is entered into this _day of , 2006 by and between the City of Prior Lake, Minnesota, a Minnesota municipal corporation (hereinafter "City"), and , LLC, a Minnesota Limited Liability Corporation (hereinafter "Purchaser"). RECITALS WHEREAS, the City is the owner of two parcels of land on unimproved real property located at Pill 259020430 and Pill 259020440 in the City of Prior Lake, Scott County, Minnesot~ ("Property"), as legally described as shown on Exhibit _ attached hereto and incorporated herein; and WHEREAS, on May 2, 2005, the City Council pursuant to applicable State Statutes and City Code requirements declared the Property surplus and authorized the City Manager to undertake a sealed competitive Request for Proposal process to dispose of the Property; and WHEREAS, on June 6, 2005, the City Council accepted the Proposal from Purchaser, in the amount of Two Hundred Four Thousand Dollars ($204,000.00), to purchase the Property, subject to entering into an agreement with the City to construct the structure described in the Purchaser's response to the City's Request for Proposals ("Proposal"), dated May 27,2005, and which is attached hereto and incorporated herein as Exhibit _; and WHEREAS, the City Council by the adoption of Resolution 06-070 has amended the 0 proposal with respect to building size and developer timeline which is attached hereto and incorporated herein as Exhibit _; and WHEREAS, this Agreement is intended to set forth the terms and conditions under which the City will (1) enter into a real estate purchase agreement with the Purchaser and (2) close with the Purchaser on the sale of the Property; and WHEREAS, the process hereinafter described in this Agreement for the sale and purchase of the Property is designed to ensure that the Purchaser is not acquiring the Property to hold until the value ofthe Property exceeds the Purchaser's purchase price. NOW THEREFORE, based on the mutual promises and covenants set forth herein, the sufficiency of which is not disputed, the parties agree as follows: 1. The Recitals set forth above are incorporated herein as if fully set forth. 2. The City will sell Purchaser the Property for the total Purchase Price of Two Hundred Four Thousand Dollars ($204,000.00), subject to the terms and conditions described in this Agreement and the purchase agreement attached hereto and incorporated herein by reference (hereinafter "Purchase Agreement"). 3. The Purchaser shall prepare plans for the construction of a two-story Class A commercial, retail office building. Each floor of the building will be approximately Ten n :' .;;: oi"I.".,,' ..... i~"~ ~::~ :';;" ~t~;L.;it lil:;1h, l1Hjll:ilX:t \!~l!"....;!l1>..rij ,.L. .";'il,',,,, ';1f~~;~m;_.: &..t -... . ....., . ~.. jt" .. "',. r Thousand Five Hundred (10,500) square feet for a total of Twenty-one Thousand (21,000) square feet. The architecture and exterior materials of the building, in the judgment of the City Manager, Plarming Director and City Engineer of the City, shall be consistent with the exteriors of Keystone Communities and Park Nicollet Clinic. The Building Plans shall be submitted to the City on or before .Tlln!'! ?4 , 2006. 4. The Purchaser shall provide the City proof of construction and permanent financing, satisfactory to the City's Finance Director, for the construction of the building described in Paragraph 3 by August 8 , 2006. 5. The Purchaser shall apply for and secure a building permit for the building described in Paragraph 3 on or before July 25 , 2006. 6. The Mayor and City Manager shall execute the Purchase Agreement within thirty (30) days of the issuance of a building permit for the building referenced in Paragraph 5 above. 7. On or before the date for the closing as provided for in the Purchase Agreement, the Purchaser shall execute a Development Agreement with the City, a copy of such Development Agreement attached as Exhibit _ and incorporated herein ("Development Agreement"). The Development Agreement shall be required to be executed by the parties designated therein to assure that the Purchaser constructs the building for which the building permit is issued. The Development Agreement sets out a project development timeline and the City's remedies in the event the Purchaser fails to meet the project development timeline. ~ 8. The City and Purchaser shall close on the sale of the Property within thirty (30) business days from the date the Purchase Agreement is executed by both parties. 9. The document of conveyance for the sale of the Property shall contain a rescission provision. The City shall be entitled to rescind the sale of the property AND retain the purchase price of the Property if the Purchaser breaches any of the terms and conditions of the Development Agreement, including the project development timeline specified therein. Purchaser acknowledges that the City selected Purchaser's bid to purchase the Property based on the Purchaser's representations to the City of its intent to develop the Property as provided for herein and in accordance with the Development Agreement. Purchaser agrees that the City is entitled to regain fee title to the Property and retain the Purchase Price in the event of a default of any provision in the Development Agreement; but only after Purchaser has received notice of a default and an opportunity to cure the default. Upon the completion of the improvements to be constructed by the Purchaser on the Property in accordance with the terms and conditions hereof, and the issuance of a certificate of occupancy by the City, the rescission provisions hereinabove provided for shall become null and void and no longer be enforceable as of such date specified in the certificate of occupancy. r- 10. lfPurchaser fails to enter into the Purchase Agreement within thirty (30) business days from the date the building permit is issued or close on the Property within the time specified in Paragraph 6 of this Agreement the City may, in its sole discretion, terminate this Agreement and retain the Purchaser's Fifteen Thousand Dollars ($15,000.00). The Purchaser agrees that the City is entitled to retain the Fifteen Thousand Dollars ($15,000.00) as damages owed to the City ( .1).);,'!Hii1,T> l!l.i l)rttl !t:~;'d:tn".1.,~::,'~d '~~'.jtir,t;.';' ~(n-lrh.}!'~l1 [n!:..~!n:'! t dt ,t l~ 1<.~;~-~ 1 r:H1~,ltn t!~ -l'r~ \~C,\lki ~~I~l~un ~Htd D('~:t'hiprncnt ;\f?!'t;:.;!nj,:'n~ ~, : . 2 for the delay Purchaser caused in the development of the Property consistent with the City's 2030 Vision and Strategic Plan. 11. This Agreement is not assignable by the Purchaser without the prior written consent of the City Council, which consent may be withheld by the City for any reason whatsoever. 12. There shall be no amendments to this Agreement unless in writing, signed by the parties and approved by resolution of the City Council. The City's failure to promptly take legal action to enforce this Agreement shall not be a waiver or release. 13. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this Agreement is for any reason held invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Agreement. This Agreement shall survive the closing on the Property. 14. This Agreement shall be governed by the laws of the State of Minnesota. IN WITNESS WHEREOF, the Seller and Buyer have executed this Agreement as of the day and year fust above written. CITY OF PRIOR LAKE By: Frank Boyles, City Manager By: Jack Haugen, Mayor By: ,LLC Its STATE OF MINNESOTA ) ) ss. COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this _ day of , 2006, by Jack G. Haugen, Mayor, and by Frank Boyles, City Manager, of the City of Prior Lake, a (_"..I):wilnlt'.'fH:-; ciiH; ~.(.~til1~.~~;"d;tn'.I_n\-'td S\.;trfn;~.r.:;":'1 ('n"jpurai"\ {nh~nH.'! i-d,~~'n~.K ~ i} ~'J '':'inkHn I j'l-P'rk Ni~'f;!kt ; .>pth)H :"Hld l'}(>vdtlpnl(;nr ;-\f.'lt,;,~nh'.nr ! \'lu\, 10(J{Il.t1tJ1. 3 L,gI.UIlI,~_' -~,_:-~~ _'l_a'- R;.:,__. II --~'___::!.~,-! fil I ( o C) V o I r Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2006, by , President of , LLC, a Minnesota limited liability company, on its behalf. Notary Public r THIS INSTRUMENT WAS DRAFTED BY: f Suesan Lea Pace, Esq. Halleland, Lewis, Nilan & Johnson 600 U.S. Bank Plaza South 220 South Sixth Street Minneapolis, MN 55402-4501 612-338-1838 r c'....n.)r1Jn;(~,n~'; ;1 ;Hi ~~,'pjHr.~:;'-.(.bH" Lp\ \d St;tin~: ~....l \.'\npl.~r;1l'\' ft;h~! ;1,'! i 1 h~'\' ( ~ t Y:.!; ).:~'.h ;tnh 1m Ii 1 .rrk \j j~";< L'1 t ~p1j:':~H J.nd ] k~. Cit>j\TlC[ ~i :\~'?h',;':n k,}H' '~d(~\ ,>,)(Jf, t ;,jIlt 4 DEVELOPMENT AGREEMENT o This Agreement is entered into this day of , 2006 by and between the City of Prior Lake ("City"), a Minnesota municipal corporation and , LLC ("Developer"), a Minnesota Limited Liability Corporation. RECITALS WHEREAS, the City and Developer have executed a Purchase Agreement dated , 2006, which Purchase Agreement is attached hereto and incorporated herein as Exhibit 1; and WHEREAS, the sale of the Property is subject to an AGREEMENT REGARDING THE PURCHASE OF CITY OWNED PROPERTY dated , 2006, which Agreement is attached hereto and incorporated herein as Exhibit 2; and WHEREAS, the City sold Developer real property located at Park Nicollet and Franklin Trail, Prior Lake, Scott County, Minnesota as legally described in the aforementioned Agreement in the preceding recital; and WHEREAS, the Developer submitted a written proposal to the City dated May 27, 2005, which proposal is attached hereto and incorporated herein as Exhibit 3; and o WHEREAS, the City Council amended the proposal by Resolution 06-070, which is attached hereto and incorporated herein as Exhibit _; and WHEREAS, the City desires to ensure that the property sold to the Developer IS developed as set forth in Developer's proposal. NOW THEREFORE, based on the mutual promises and covenants set forth herein, the sufficiency of which is not disputed, the parties agree as follows: 1. The Recitals set forth above are incorporated herein as if fully set forth herein. 2. The Developer shall execute this Development Agreement on and after , 2006, but before the date of Closing as provided for in the Purchase The Money Order provided to the City with Developers' proposal dated May 27, remain in place as security for performance pursuant to this Development Agreement. 2005, shall Agreement. 3. Developer shall construct a two-story commercial retail and office building on the Property in conformance with its May 27, 2005, proposal with the exception of square footage o {' DnrUnl(fn~; ;1!ld .l,,~,'n Illt~':"d~!,n'.. J P~'ll t '-)difng5 "..l ,'!np.,1rlll"" 1nT,,:rn('! t:-jj:;:'~;"( i! 1\ \: J.~"J' r~H1~'! in t 1"1 ,,"rl~ \,\ h'1 ~~l:..~! f ~rH; ~n ~tnd Ue\'eh'l'fi!l-'l)l J\ ~t! 1'4:1'T'1\ n' ; \Lt'! ::\lc'd'_-J ddt. 5 ~)"".~,;~ i~- - ;~-:.- _-.~~' ~ rii "'~J. ~)_z:z -";J'.:~.~ .~". ' II ,.-. which shall be Twenty-one Thousand (21,000) square feet. The Developer's proposal provides for a specific Project Development Timeline set forth as follows, to wit: Project Steps a. Submit Land Development RFP b. Execute City Development Agreement c. Plat Property d. Submit Building Plans for City Review e. Submit Plans to Secure Building Permit f. Provide Proof of Financing Satisfactory to the City g. Commence Construction h. Complete Construction 1. Receive Final Certificate of Occupancy which the parties hereto reaffIrm, adopt and ratify. Date Due 6/15/06 8/7 / 06 (SUl:mi t for recording) 6/24/06 7/25/06 8/8/06 9/1/06 4/1/07 6/1/07 4. Developer shall construct the building and complete the project described in Exhibit 3 in accordance with the Project Development Timeline formally set out in Paragraph 3 above. The failure of the Developer to meet any of the dates set forth in the Project Development Timeline shall constitute a material breach of this Development Agreement. 5. In the event Developer fails to commence construction, as described herein, on or before 9/1 /06 , 2006, or on or before the extended construction r- commencement date, as provided for above, the City shall provide the Developer with (1) written Notice of the breach describing the breach and (2) a specified amount of time within which to cure the breach or if such cure requires more than thirty (30) days to complete, such additional time as reasonably required provided Developer commences cure within five (f) days from receipt of notice. In the event the Developer does not cure the breach within the time provided for in the Notice, the City shall have the right to: (1) rescind the sale ofthe Property, (2) retain the Irrevocable Letter of Credit in addition to the Purchase Price paid for the Property by the Purchaser, and (3) retain each of the fifteen Thousand and no/lOO Dollar ($15,000.00) extension payments described above. If the sale of the property is rescinded the City shall be entitled to retain the Purchase Price and Developer hereby agrees to re-convey the Property to the City by appropriate documents of conveyance approved by the City. Upon commencement of construction by Developer, the right of rescission shall terminate and the City shall release the termination right by execution and delivery of a quit claim deed to the Property. To commence construction, Developer must commence construction of foundation footings and foundation, at a cost of not less than $100,000, and must enter into a construction loan in an amount sufficient to fund, together with Developer's equity, the completion of construction. 6. The Notice provided for in Paragraph 5 shall be sent to: ( ( Dan O'Keefe 14093 O:mnerce Avenue - Suite #1 Prior Lake, MN 55372 ) ) r- 7. Failure of the City to declare an event of default based on any of the dates in the Project Development Timeline shall not constitute a waiver of the default or any subsequent { .i)<)CUHidll.., ;1iH1 ~'~,-i il~?~, d:~n..L(\~::d .'\(i[ln~:,')" i(nipu~';il.": int:.~rn-._'! i'd'';:1J H .Kl:}~~' i r~inkLll : \'1;,',- .:if,:'\: Lh 6 I i ~~t'lorh \ !r;"~ik1 ~ ~D!j,)n ~!nd 1 }t:\:t'h,nn1l...1',i .:\1!i'l.,;nitA~t . .. . defaults. The City's failure to take prompt legal action to enforce any provision ill this Development Agreement shall not be deemed a waiver or release. o 8. The Developer shall indemnify, defend and hold the City, its City Council, agents, employees, attorneys and representatives hannless against any and all claims, demands, actions, suits, proceedings, liens, losses, costs, expenses, obligations, liabilities, damages, recoveries or deficiencies, including interest, penalties, and attorneys' fees, that the City incurs or suffers, which arise out of, result from or relate to this Development Agreement. 9. This Development Agreement may not be assigned by Developer without the prior written consent of the City. The City is not obligated for any reason to consent to an assignment. 10. If any portion, section, subsection, sentence, clause, paragraph, or phrase of this Development Agreement is declared invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portion of this Development Agreement. 11. There shall be no amendments to this Development Agreement unless in writing, signed by the parties and approved by a resolution of the City Council. 12. Minnesota. This Development Agreement shall be governed by the laws of the State of CITY OF PRIOR LAKE Q By: Frank Boyles, City Manager By: Jack Haugen, Mayor DEVELOPER: By: LLC Its: STATE OF MINNESOTA ) ) ss. COUNTY OF SCOTT ) The foregoing instrument was acknowledged before me this _ day of , 2006, by C\.~". 'V I ','. t )nl'iiHll:r:f:, ,l1pj ~')"~!~,l ',1) i"' i..b!!"-l! ..w~~! 'S~; ltrn~.'.:<. t~. ;l"J:h It: . h' f': [n!:"::: 1 1';1:;1"( H !~; (1) I h";iHL1;t: i(.r')lk ~'Jj('Ij.!l;,t t ~rlth~lt ~'\nd j)(''l;;h~i'nh''l'!r :\1:!(:l.,'t!'k,nl .. ~ ,,:. .f! :1, i : \ " 7 c.;t_i:~;,.:,~~:~; ,-,,,:!!I' .'____ ~. . '...... ___ ... .0., " r Jack G. Haugen, Mayor, and by Frank Boyles, City Manager, of the City of Prior Lake, a Minnesota municipal corporation, on behalf of the corporation and pursuant to the authority granted by its City Council. Notary Public STATEOFMINNESOTA ) ) ss. COUNTY OF ) The foregoing instrument was acknowledged before me this day of . 2006, by , President of , a Minnesota limited liability company, on its behalf. Notary Public r-- DRAFTED BY: City of Prior Lake 16200 Eagle Creek Avenue SE Prior Lake, Minnesota 55372 r' , (' .'")<,)cUnh'nr' ;.111<1 '~('H ~Y~;'d~lj;.j pc',d \(!J;(~!.::<,'{~..nip'::.~r~l!-\ fn!,"nl.","ll"ik>,"tH <~:'):)-r~H!h1in '~rl,rrk :~it.~~.jicl ~ 'rHhYt .HU1 L\'~~::h.pfncnt .\~.~if:~,~nh..nr <:-'du\ }il(\~\~k~, 8 ;;!;.J',.iiilc:;.'Idt',::.,1 -. :l.l,} ~ :lit.. "-.1:1 o o o ~ . 1l_1"! " II