HomeMy WebLinkAbout7D - Main Fire Station Purchase Agreement
AGENDA NUMBER:
PREPARED BY:
SUBJECT:
DATE:
7D
LARRY J. ANDERSON, DIRECfOR OF PUBUC WORKS
CONSIDER APPROVAL OF REAL ESTAlE PURCHASE
AGREEMENT FOR MAIN FIRE STATION
ruLY 19, 1993
INTRODUCTION:
The purpose of this Agenda item is to approve a Real Estate
Purchase Agreement for land acquisition for the Fire Hall.
BACKGROUND:
On June 22, 1993, a referendum was approved by the voters to
construct a Fire Hall. Staff has negotiated a Purchase Agreement
for 6.71 acres of property adjacent to CSAH 21 and on the west
side of the Business Office Park. The site includes part of a
wetland and is sufficient to construct the proposed F"1re Hall.
Attached is a drawing depicting the proposed parcel for land
acquisition.
The purchase price is $43,615.00. The price was based upon
$6,500.00 per acre.
The agreement is subject to City Council approval and the seller
obtaining the approval of the Scott County Probate Court. The
established closing date is August 16, 1993. The seller has signed
the Purchase Agreement.
DISCUSSION:
The Fire Hall will be graded as part of the Business Office Park.
The lot has a substantial amount of granular material which will
be used to build the Business Office Park streets and for lot
grading. By purchasing this lot, the City will not need to import
granular material for the construction of the Business Office Park.
The August 16, 1993 closing date was chosen so that the contract
for the construction of the Business Office Park could include the
use of the material.
The site meets the Fire Department's needs for a new Fire Hall and
provides and opportunity to have the site grading be completed in
conjunction with the Business Office Park project, and also
provides for a more economical design resulting in cost savings.
FINANCIAL IMPACT:
The Fire Department profonna included $46,000.00 for land
acquisition. The purchase price is $43,615.00. The Fire Hall bond
4629 Dakota St. S.E., Prior Lake, Minnesota 55372 I Ph. (612) 447-4230 I Fax (612) 447-4245
AN EQUAL OPPORTUNITY EMPLDYER
deposited in the Constnlction Fund.
ALTERNATIVES:
The alternatives are as follows:
1. Approve the Purchase Agreement and authorize the Mayor
and City Manager to sign the agreement.
2. Table this item fOf a specific reason.
3. Deny approving the Real Estate Purchase Agreement.
RECOMMENDATION: Staff recommends Alternative #1.
ACTION REQUIRED: Make a motion to approve the Real Estate Purchase Agreement
and authorizing the Mayor and City Manager to sign the
agreement. Make a second motion to authorize the payment of
$43,615.00 for the land acquisition from the Construction Fund,
contingent upon the execution of the Real Estate Purchase
Agreement.
AGEN7D.WKf
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REAL ESTATE PURCHASE A(JPRF.MENI'
THIS AGREEMENT made this day of
1993, by and between the City of Prior Lake, a Minnesota
municipal corporation ("Purchaser"), and Marilyn Adelmann and
LeRov Adelmann, co-conservators of the Conservatorshin of Anthony
Adel~ann, Conservatee (collectively "Seller") . -
In consideration of the mutual covenants and undertakings
contained herein the parties agree as follows:
1. Sale and Purchase of Propertv. Seller agrees to sell,
and Purchaser agrees to purchase, certain real property situated
in the City of Prior Lake, County of Scott, State of Minnesota,
consisting of certain land legally described as follows, to-wit:
See Exhibit A attached hereto and incorporated herein_
together with all the appurtenant rights, mineral rights,
privileges, and easements belonging thereto (collectively the
"Land") ; all buildings, structures, and other improvements
located on the Land (the Land and improvements are hereinafter
collectively referred to as the "Real Property").
2_ Purchase Price. Purchaser agrees to pay to Sellerl as
the purchase price for the Real Property, the sum of Forty-Three
Thousand Six Hundred Fifteen and nO/10aths ($43,615.00).
3_ Title. Seller agrees to promptly obtain and shall
deliver to Purchaser a commitment for an owner's title insurance
policy (ALTA Form B-1970) issued by a title insurance company
acceptable to Purchaser, naming Purchaser as the proposed owner-
insured of the Real Property in the amount of the Purchase Price
(the "Commitment"). The Commitment shall have a current dat:e as
its effective date and shall commit to insure marketable tit:le in
Purchaser, free and clear of all mechanics, lien claims,
questions of survey, unrecorded interests, rights of parties in
possession or other exceptions. The Commitment shall set: forth
all levied real estate taxes and special assessments and shall
contain such endorsements as Purchaser may require, including but
not limited to, a zoning endorsement insuring Purchaser that: the
ownership, use, operation and occupancy of the Real Property as
of the Closing Date complies with all applicable zoning laws,
codes, ordinances and regulations and does not constitute a
nonconforming use thereunder. Said commitment shall have
attached copies of all instruments of record which create any
easements or restrictions which are referred to in Schedule B of
the title commitment. Together with the Commitment, Seller shall
deliver to Purchaser complete Uniform Commercial Code searches
against t:he Personalty evidencing that the Personalty is not
subject to any financing statements or security interests (the
"Searches"). Purchaser will be allowed after receipt of the
Commitment, the Searches, and the Survey (as hereinafter defined)
To: Larrv Andel son
From: Glenn R. Kessel
7-13-93 10: 164m p. 3 of 11
an examinaclon thereof and to make any objections to the
marketability of the title to the Real Property or Personalty,
said objections to be made by written notice or to be deemed
waived.
If the title to the Real Property and Personalty, as
evidenced by the Commitment, Survey, and Searches together with
any appropriate endorsements and updated Survey and Searches, is
not good and marketable of record in Seller and is not made so by
the Closing Date, Purchaser may either:
a. Terminate this Agreement by giving written notice
to Seller in which event this Agreement shall become null
and void and neither party shall have any further right or
obligation hereunder; or
b. Elect to accept the title in its unmarketable
condition by giving written notice to Seller, in which event
Purchaser shall hold back adequate fund from the portion of
the Purchase Price payable at the closing to cure the
defects and apply said holdback funds for ~he cost of curing
such defects, including attorneys' fees, and pay che
unexpended balance to Seller. (If the amount of said
holdback cannot be mutually agreed to by Seller and
Purchaser, the issuer of the Commitment shall determine the
amount of said holdback) .
4. Documents to be Delivered by Beller. Seller shall
promptly obtain and deliver to Purchaser the following, all
certified to by Seller as full, true, correct and ~omplete:
4.1 Copies of all permits or authorizations re~~ired
to be issued by any governmental body having jurisdiccion in
connection with any state of facts or activity presently
existing or being carried on with respect to the Real
Property.
4.2 Copies of any and all leases or other contracts
affecting the property.
4.3 Copies of all surveys, title opinions, commitment
for title insurance, title insurance policies, environmental
reports, environmental notices, building and occupancy
permits, and any other documents affecting the Real Property
and Personalty which is in the possession, or under the
control, of Seller.
Seller agrees that Seller shall, at Seller's sole expense
prior to or at the time of closing, effect the absolute
termination of, and the payment of all amounts owing under, all
contracts and agreements affecting the Real Property or
Personalty, and those contracts and agreements, if any, which
Pur:::haser may, at Purchaser's sole option, specifically elecc to
accept the assignment of from Seller at closing.
To: L~rrv Anderson
From: DEB
7-14-93 1:21pm
p. 2 of 2
Purchaser may, at Purchaser's sole option, specifically elect to
accept the assignment of from Seller at closing.
5. Inspection.
5.1 Purchaser Insnection. At Purchaser's expense,
Purchaser, his agents, designees, and/or assigns, are hereby
granted the right at any time or times after the date hereof
to inspect, analyze, obtain borings, percolation, and other
soil tests determining the physical characteristics of the
sub strata of the Real Property, environmental inspections,
and such other inspections that may show whether or not the
soil and ground water are contaminated, apd that the Real
Property is satisfactory, in the Purchaser's sole judgment,
for the purposes stated in this contract. Purchaser shall
hold Seller harmless from any liability resulting solely
from the entering upon the Real Property or che performing
of any tests or inspections referred to in this section by
Purchaser, its agents designees, and/or assigns, but not
from liability resulting from the presence or discovery of
hazardous substances (and hereinafter defined) on the Real
Property. At closing, Seller shall reimburse Purchaser for
the oost of the boring, percolation, soil tests and
environmental inspections; provided, however, that if this
contract is terminated by Purchaser, either by default or
election, except for the failure of Seller to convey
marketable and insurable title, Purchaser shall not be
entitled to reimbursement.
6. Covenants and Warranties of Seller.
covenancs and warrants to Purchaser as follows:
Seller
6.1 Ownershi>> of Real Property and Personalty. Seller
is the owner of good, marketable, and insurable fee title to
the Real Property, free and clear of all title defects,
claims, leases, options, rights of first refusal, easements,
restrictive covenants, encroachments, survey defects,
restrictions or limitations on the Real Property, liens or
encumbrances.
- 3 -
TQ: La~'v Anderson
From: Glenn R. Kessel
7-13-~3 lO:16am p. 5 or 11
and/or other parties in connection with any and all secured
financings (the "Loans') encumbering, or otherwise
affecting, all or any portion of the Real Property, except
as set forth on Exhibit C. All Loans shall be oaid and
satisfied by Seller at or prior to the Closing. Dace (as
hereinafter defined) .
6.3 Condemnation. Seller has not received any notice
of, nor does Seller have any knowledge of, any pending,
threatened or contemplated condemnation proceeding af=ecting
the Real Property, or any part thereof, or of any sale or
other disposition of the Real Property or any portion
thereof in lieu of condemnation.
6.4 Casualty. No portion of the Real Property has
suffered any material damage by fire or other casualty which
has not heretofore been completely repaired and restored to
its original condition. No portion of the Real Property is
located in a soecial flood hazard area as desianated bv
Federal gover~ental authorities. - ~
6.5 Encroachments. There are no encroachments uoon any
of the Real Property and no portion of any Improveme~t ~
encroaches upon any property not included within the Real
Property, or upon the area of any easement affecting the
Real Property.
6.6 Real Property Taxes. No municipal approvals are
required for the conveyance of the Real Property to
Purchaser, nor does any applicable municipal ordinance or
regulation require that the Real Property be inspected, in
conjunction with the sale thereof, for "code compliance,",
or for any similar reason. Schedule 1 attached hereto has
attached to it a copy of the current real estate tax
statement for the Real Property. Seller does not have any
knowledge of any pending or contemplated reasseS8ment of the
Real Property.
6.7 Ins>>ection of Premises. Purchaser, its agents and
designees, shall have the right, at any time or times after
the date hereof, to enter upon the Real Property, at any
reasonable time or times, for any purpose connected with the
sale of the Real Property or Personalty_
6.8 Compliance ~th Lawg. The Real Property is in
full compliance with all applicable building, zoning,
subdivision and other land use and similar laws, codes,
ordinances, rules, regulations and orders of goverTh~ental
authorities (collectively, "Real Property Laws"), and Seller
has not received nor expects to receive any notice of
violation or claimed violation of any Real Property Law. The
Real Property and its continued use, occupancy and operation
- 4 -
To: Larr.v Anderson
rrom: Glenn R. Kessel
7-13-93 10:163m p. 6 of 11
as currently used, occupied and operated does not constitute
a nonconforming use under any Real Property Law and the
continued existence, use, occupancy and operation of each
Improvement, and the right and ability to repair and/or
rebuild such improvement in che event of casualty, is not
dependent on any special permit, exception, approval or
variance. Seller has no knowledge of any pending or
anticipated change in any Real Property Law which would have
a material adverse effect u~on the ownership, alceration,
use, occupancy or operation of the Real Property or any
portion thereof, or upon the reconstruction of any
improvement in the event of a casualty. No dispute
currently exists with any governmental authority having
jurisdiction over the Real Prcperty with respect to any Real
Property Law or the application thereof to the Real
Property.
: 6.9 Mechanics' and Other Liens. Seller does nct owe
money to any architect, contractor, subcontractor or
materialman for labor or materials performed, rendered or
suoolied to or in connection with the Real Prooertv. There
.... .. .. '"
is no work being done at or materials being supplied to the
Real Property at the date hereof.
6.10 Real Property Taxes. Seller does not have
knowledge of any pending or contemplated reassessment of the
Real Property. Seller has paid all real estate caxes on the
Real Property due and payable through 1992.
6.11 Hazardous Substances. Except as set forth in
Exhibit B attached hereto and incorporated herein there are
no noxious, toxic, hazardous, unsafe or environmentally
unsound materials, substances, wastes or Hazardous
Suostances (as hereinafter defined) in, at, under or on the
Real Property whether there by intent, spill, release,
discharge, disposal, storage or any other means. Seller has
not received any notice from any government agency, board,
commission, authority or any other entity, and is not a
party to any legal or adminis~rative action or proceeding,
concerning or relating in any way to the spill, release,
discharge, transportation, disposal, storage or presence of
hazardous or regulated substances or wastes in, ac, under,
on, or concerning the Real Property, including any pending
or contemplated search or investigation of the Real Property
or any portion thereof with respect thereto. There has been
no activity on the Real Property which would subject any
owner or operator thereof to damages, penalties, injunctive
relief or costs or remediation or cleanup under any federal,
state or local law. For the purposes of this Agreement, the
term "Hazardous Substance" means that and/or similar terms
as defined in Section 104(14) of the Comprehensive
Environmental Res~onse, Compensation & Liability Act of
- 5 -
To: Larrv Anderson
~ro.: ulenn R. Kessel
7-13-93 10:1~Jm p. 7 of 11
1980, and as amended, 42 U.S.C. Sec. 9601 et seq. (14), and
Section 2(8) of the Minnesota Environmental Response and
Liability Act, and as amended, Minnesota Statutes Sec.
115B.02(8), and includes the term "regulated substance" as
defined in Section 9001(2) of the Underground Storage Tank
Act, and as amended, 42 U.S.C. Sec. 6991(2) and the term
"hazardous waste" as defined in Section 1004(5) of the
Resource Conservation and Recovery Act, and as amended, 42
U.S.C. Sec. 6903(5), and includes all regulations issued
pursuant to any of the above statutes, and any unsafe,
noxious, toxic or hazardous substance or similar terms under
any other state, federal or local law, and any other
applicable environmental, land use or similar act, statute,
ordinance or regulation or as alleged or determined under
common law. The term "Hazardous Substance" includes
asbestos and related substances, PCBS, and gasoline,
kerosene and all ether liquid or viscous petroleum products.
Seller has complied and caused the Real Property to comply
with all laws, ordinances, rules, regulations, and
authorities having jurisdiction over Seller, the Real
Property and the use by Seller of the Real Property,
relating to any Hazardous Substance or material.
7. Closing. The parties acknowledge that time is of the
essence. Therefore, subject to the conditions contained herein,
closing shall take place on or before August 16, 1993 (the
"Closing Date"). The closing shall take place at the offices of
the City of Prior Lake, or such other place mutually acceptable
co Seller and Purchaser. At the closing, Seller shall deliver to
Purchaser:
7.1 A Conservator's Deed, properly executed on behalf
of Seller in recordable form with all applicable transfer
taxes paid and stamps, if any, affixed thereto, conveying
the Real Property to Purchaser and warranting title thereco
subject to no exceptions other than those matters expressly
agreed co by Purchaser pursuant to Paragraph No.3 hereof.
7.2 All certificates, instruments and other documents
necessary to permic the recording of the Conservator's Deed.
7.3 A standard Seller's Affidavit with respect to
judgments, bankruptcies, tax liens, mechanics liens, parties
in possession, unrecorded interests, encroachment or
boundary line questions, and related matters, properly
executed on behalf of Seller.
7.4 Originals, to the extent that the same are in
Seller's possession, or subject to Seller's control, of all
documents referred to in Section 5 above.
- 6 -
To: Larr-v Anderson
from: Glenn ~. Kessel
7-13-93 10:leam D. 8 of 11
7.5 The abstract of title certified to currenc date or
owner's duplicate certificate of title to the Real Property.
7.6 An affidavit of Seller in form and content
satisfactory to Purchaser stating that Seller is not a
"foreign person" within the meaning of Section 1445 of the
Internal Revenue Code.
7.7 The commitment for an owner's title insurance
policy as specified in paragraph 3.
7.8
necessary
Purchaser
ownership
Such other instruments and documents as are
to vest title to the Real Property absolutely
and to enable Purchaser to enjoy the benefits
thereof.
in
of
Upon delivery of the foregoing items, Purchaser shall
deliver to Seller the portion of the Purchase Price payable at
the closing.
8. Taxes. Real estate taxes due and payable in the year of
closing shall be prorated. Seller shall pay all prior years real
estate taxes and assessments. If the actual amount of the
pending or other assessments is not known at the Closing Date,
the title insurance company for the Commitment shall withhold an
escrow from Seller's proceeds at closing an amount equal to 150~
of the estimated amount thereof. When the amount of said
assessments becomes fixed and payable, said title insurance
company shall apply said escrow in payment of the assessments,
returning any surplus to Selleri provided that if the amount
withheld in escrow is insufficient to pay the assessments, Seller
shall immediately pay, and shall be liable for the immediate
payment of, any such deficiency. Seller warrants that he has no
knowledge of any planned improvements which may result in special
assessments being levied against the Real Property in the future
and that it will inform Purchaser of any planned imprcvemencs of
which Seller may hereafter become aware.
9. Contingencies. Notwithstanding anything to the contrary
contained in this Agreement, the consummation of this Agreement
and the closing provided in paragraph 8 hereof is hereby
expressly conditioned upon the following:
A. Purchaser receiving assurances satisfactory to
Purchaser, in Purchaser's sole discretion, that:
9.1 Accuracy of Representation. The representations
and warranties of Seller contained in this Agreement shall
be true in all material respects on and as of the Closing
Date with the same force and effect as though made en and as
of the Closing Date (i.e., a representation that a state of
facts exists on or as or the date hereof shall be deemed to
- 7 -
T9: Larr.v Anderson
From: Glenn R. Ke$sel
1-1j-~j 1U:1bam p. ~ or 11
be a representation that such state of fact exists on or as
of the Closing Date, and a representation that a state of
facts has or has not changed between a date prior to the
date hereof and the date hereof shall be deemed to be a
representation that such stace of facts has or has not
changed between such prior date and the Closing Date),
except as affected by transactions contemplated hereby and
except to the extent that any such representations or
warranties which were made as of a specified date shall have
been true on and as of such date.
9.2 Seller obtaining the approval of the Scott County
Probate Court.
9.3 Approval of the voters of the City of Prior Lake
approving a referendum for the construction of the new fire
hall and acquisition of real property associated therewith
at a special election to be held prior to the closing.
9.4 Successful sale of bonds by the Purchaser to fund
the purchase of the Real Property and the contemplated
improvements thereon.
9.5 Approval by the Cicy Council of the Purchase.
If the contingencies set forth in this paragraph 10 are not
satisfied, either party shall have the right to terminate this
Agreement by giving prior written notice of termination to the
other on or before the Closing Date. In the event that Purchaser
gives Seller any such written notice of termination, this
Agreement shall be null and void and neither party shall have any
further rights, obligations, or liability hereunder.
10. Indemnity. Seller warrants and represents that it will
indemnlIY and save Purchaser harmless from any loss, cost, or
expense suffered or incurred by Purchaser, including attorneys;
fees, arising out of, related to, or in any way connected with,
a breach by Seller of its obligations, warranties,
representations or agreements under this Agreement.
11. Notices. All documents to be delivered and all
correspondence and notices to be given in connection with this
Agreement shall be in writing and given by personal delivery or
sent by registered or certified mail, return receipt requested,
postage prepaid, addressed as follows:
If to Purchaser:
City of Prior Lake
Attention: Frank Boyles
4629 Dakota Street S.E.
Prior Lake, MN 55372
with a copy to:
Glenn R. Kessel, Esq.
- 8 -
To: Larrv Anderson
From: Glenn R. Kessel
7-13-~j ID:lcam p. 10 or 11
Lommen, Nelson, Cole & Stageberg,
P.A.
80 South 8th Street, Suite 1800
Minneapolis, MN 55402
If to Seller:
Marilyn and LeRoy Adelmann
c/o Frank Muelken, Esq.
Attorney at Law
15685 Fish Point Road, 8.E.
Prior Lake, MN 55372
with a copy to:
Frank Muelken, Esq.
Attorney at Law
15685 Fish Point Road S.E.
Prior Lake, MN 55372
Each such mailed notice or communication shall be deemed to have
been given to or served upon, the party to whom it is addressed
on the date the same is deposited in the United States mail,
postage prepaid, properly addressed in the manner above provided.
Either party hereto may change such party's address for the
service of notice hereunder by written notice of said change to
the other party hereto, in the manner above specified ten (10)
days prior to the effective date of said change.
12. Assianment. This Agreement shall be binding upon and
inure to the benefit of each of the parcies hereto, their
respective successors and assigns.
1~. commissions. Seller warrants and represents thac it
has dealt with no realtor or broker in connection with this
transaction and will indemnify, defend and hold harmless
Purchaser against any claim made by an agent or broker for a
commission or fee based on acts or agreements of Seller.
Purchaser warrants and represents that it has dealt with no
realtor or broker in connection with this transaction and ~hat ~t
will indemnify, defend and hold harmless Seller against any claim
made by an agent or broker for a commission or fee based on acts
or agreements of Purchaser.
14. Survive Closing. All of the covenants, warranties, and
provisions of this Agreement shall survive and be enforceable
after the closing of this transaction.
15. Complete Agreement. This is a final Agreement between
the parties and contains their entire agreement and supersedes
all previous understandings and agreements, oral or written,
relative to che subject matter of this Agreement.
16. Time of the Essence.
performance of this agreement.
Time is of the essence in the
- 9 -
To; Larry Anderson
From: Glenn R. Kessel
7-13-93 10:1~am p. 11 of 11
17. Entire Agreement. This Agreement (including the
Exhibits hereto) supersede all prior agreements and
understandings, oral or written, between the parties hereto with
respect to the subject matter hereof and cannot be changed or
terminated orally, and this agreement constitutes the entire
agreement of the parties as to the matters set forth herein.
17. Captions. The paragraph headings or captions appearing
in this Agreement are for convenience only, are not a part of
this Agreement, and are not to be considered in interpreting this
Agreement.
SELLER:
Marilyn Adelmann, Co-Conservator
LeRoy Adelmann, Co-Conservator
CONSERVATORS OF THE CONSERVATORSHIP
OF ANTHONY ADELMANN, CONSERVATEE
BUYER:
CITY OF PRIOR LAKE
By
Its
and
By
Its
S:\SHDATA\16772G\GRK\AOELHANN\PUR.AGH
- 10 -
"EXHIBIT A"
DESCRIPTION:
That part of the Southwest Quarter of section 1, Township 114,
Range 22, Scott County, Minnesota described as follows:
Commencing at the southeast corner of said Southwest Quarter:
thence on an assumed bearing of North 89 de~rees 49 minutes 16
seconds West along the south line of sa1d Southwest Quarter a
distance of 730.00 feet: thence North 00 degrees 10 minutes 44
seconds East a distance of 375.00 feet: thence along a tangential
curve concave to the west having a radius of 460.00 feet a
central angle of 24 degrees 23 minutes 33 seconds an arc length
of 195.84 feet; thence North 24 degrees 12 minutes 44 seconds
West tangent to said curve a distance of 275.29 feet to the point
of beginning of the land to be described: thence along a
tangential curve concave to the northeast having a radius of
540.00 feet a central angle of 45 degrees 29 minutes 20 seconds
an arc length of 428.72 feet: thence North 13 degrees 45 minutes
04 seconds East not tangent to said curve a distance of 55.39
feet: thence North 31 degrees 43 minutes 15 seconds East a
distance of 155.36 feet to the southwesterly right-of-way line of
said now abandoned chicago, Milwaukee, St. Paul and Pacific
Railroad; thence northwesterly along said right-of-way line along
a nontangential curve concave to the northeast having a radius of
2914.93 feet a central angle of 6 degrees 52 minutes 46 seconds a
chord bearing of North 52 degrees 50 minutes 34 seconds West an
arc length of 350.00 feet; thence South 40 degrees 35 minutes 49
seconds West along a line drawn radial to said curve a distance
of 405.10 feet; thence South 16 degrees 29 minutes 06 seconds
East a distance of 656.34 feet to.the intersection with a line
drawn South 65 degrees 47 minutes 10 seconds West from the point
of beginning: thence North 65 degrees 47 minutes 10 seconds East
a distance of 298.24 feet to the point of beginning.
FIRE DEPARTMENT
PROPERTY AQUISITION
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