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HomeMy WebLinkAboutOrd 02-16 Dublin Crossing Amend DA ORDINANCE NO. 2 -16 AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DUBLIN * * * * * * * * * AMENDMENT NO. 2 TO THE DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND DUBLIN CROSSING LLC RELATED TO THE DUBLIN CROSSING PROJECT PLPA-2015-00016 (APNS 986-0001-001-15 (PARTIAL), 986-0034-002-00, AND 986-0034-006-00) The City Council of the City of Dublin does hereby ordain as follow : Section 1: RECITALS A. On November 5, 2013, the City Council approved Resolutions 186-13 (EIR certification) and 187-13 (Specific Plan approval and General Plan amendments) as well as Ordinances 07-13 (Zoning Ordinance and Zoning Map changes) and 08-13 (Development Agreement approval) that approved the Dublin Crossing project, which included the demolition of the existing buildings and other improvements on the site and construction of a residential mixed-use project with up to 1,995 single- and multi- family residential units; up to 200,000 square feet of retail, office and/or commercial uses; a 30 acre Community Park; a 5 acre Neighborhood Park, and a 12 acre school site to serve approximately 900 students; and B. On June 16, 2015, the City Council adopted Amendment No. 1 to the Development Agreement between the City of Dublin and Dublin Crossing Venture LLC related to the Dublin Crossing Project to: 1) incorporate the 1.5 acre Chabot Creek into the Community Park and increase the acreage devoted to Medium Density Residential by 1.5 acres; 2) re- designate the 13 acre "Mixed Use" site to "General Commercial/DC High Density Residential"; 3) allow use of the site designated "School" for both school and park purposes; 4) and implement modifications to the Dublin Crossing Development Agreement, including a minor technical amendment to the Eastern Dublin Specific Plan boundary to be consistent with the Dublin Crossing Specific Plan boundary, and consideration of a CEQA Addendum; and C. Subsequent to execution of Amendment No.1, Dublin Crossing Venture, LLC sold and assigned all of its right, title and interest in the property and the development project described in the Agreement to Dublin Crossing LLC, with the consent of City, pursuant to that certain Assignment and Assumption of Development Agreement recorded in the Official Records on August 28, 2015 as document number 2015239932; and D. On October 20, 2015, the City Council directed Staff to prepare Amendment No. 2 to the Development Agreement between the City of Dublin and Dublin Crossing LLC related to certain minor, insubstantial changes to the Development Agreement, including certain changes to the proposed frontage along Arnold Road made at the behest of the Regulatory Agencies and modifying conditions of approval that would require undergrounding certain electrical transmission lines that cross the Property; and Page 1 of 3 E. Pursuant to CEQA Guidelines Section 15164, an Addendum, dated January 5, 2016, incorporated herein by reference, was prepared, which describes the proposed amendments to the Dublin Crossing Specific Plan, General Plan, and the Eastern Dublin Specific Plan, the Amendment No. 2 to the Dublin Crossing Development Agreement and its relation to the analysis in the Dublin Crossing EIR; and F. Amendment No. 2 to the Development Agreement will vest the Project Approvals; and G. A public hearing on the proposed Development Agreement was held before the City Council on January 19, 2016. Section 2: FINDINGS AND DETERMINATIONS Therefore, on the basis of: (a) the foregoing Recitals which are incorporated herein, (b) the City of Dublin General Plan, as amended; (c) the Dublin Crossing Specific Plan, as amended, (d) the CEQA Addendum for proposed Dublin Crossing Project Amendments; (e) the Staff Report; (f) information in the entire record of proceeding for the Project, and on the basis of the specific conclusions set forth below, the City Council finds and determines that: 1. Amendment No. 2 to the Development Agreement is consistent with the objectives, policies, general land uses and programs specified and contained in the City's General Plan and in the Dublin Crossing Specific Plan, as amended, in that: (a) Amendment No. 2 to the Development Agreement incorporates the objectives policies, general land uses and programs in the General Plan and Specific Plan and does not amend or modify them; and (b) the project is consistent with the fiscal policies of the General Plan and Specific Plan with respect to the provision of infrastructure and public services. 2. Amendment No. 2 to the Development Agreement is compatible with the uses authorized in, and the regulations prescribed for, the land use districts in which the real property is located because Amendment No. 2 to the Development Agreement does not amend the uses or regulations in the applicable land use district. 3. Amendment No. 2 to the Development Agreement is in conformity with public convenience, general welfare, and good land use policies in that the Developer's project will implement land use guidelines set forth in Resolution No. 101-15, amending the General Plan, Dublin Crossing Specific Plan, and the Eastern Dublin Specific Plan, adopted by the City Council on June 2, 2015. 4. Amendment No. 2 to the Development Agreement will not be detrimental to the health, safety, and general welfare in that the Developer's proposed project will proceed in accordance with all the programs and policies of the General Plan, Dublin Crossing Specific Plan, as amended, and future Project Approvals and any Conditions of Approval. 5. Amendment No. 2 to the Development Agreement will not adversely affect the orderly development of property or the preservation of property values in that the project will be consistent with the General Plan, the Dublin Crossing Specific Plan, as amended, and future Project Approvals. Page 2 of 3 6. Amendment No. 2 to the Development Agreement does not change the duration of the agreement, the permitted uses of the property, the density or intensity of use, the maximum height and size of proposed buildings, and provisions for reservation or dedication of land for public purposes. The original Development Agreement continues to contain an indemnity and insurance clause requiring the developer to indemnify and hold the City harmless against claims arising out of the development process, including all legal fees and costs. Section 3: APPROVAL The City Council hereby approves Amendment No. 2 to the Development Agreement (Exhibit A to the Ordinance) and authorizes the City Manager to execute it. Section 4: RECORDATION Within ten (10) days after the Development Agreement is fully executed by all parties, the City Clerk shall submit the Agreement to the County Recorder for recordation. Section 5. EFFECTIVE DATE AND POSTING OF ORDINANCE This Ordinance shall take effect and be in force thirty (30) days from and after the date of its passage. The City Clerk of the City of Dublin shall cause the Ordinance to be posted in at least three (3) public places in the City of Dublin in accordance with Section 36933 of the Government Code of the State of California. PASSED, APPROVED AND ADOPTED this 2nd day of February, 2016, by the following vote: AYES: Councilmembers Biddle, Gupta, Hart, Wehrenberg,and Mayor Haubert NOES: None ABSENT: None ABSTAIN: None r. / ) - a'or ' ATTEST: je.A47 City Clerk Ord No.2-16,Adopted 2-2-16, Item 4.2 Page 3 of 3 RECORDING REQUESTED BY: CITY OF DUBLIN When Recorded Mail To: City Clerk City of Dublin 100 Civic Plaza Dublin, CA 94568 Fee Waived per GC 27383 Space above this line for Recorder's use AMENDMENT NO. 2 TO DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DUBLIN AND DUBLIN CROSSING LLC RELATING TO THE DUBLIN CROSSING PROJECT Exhibit A THIS AMENDMENT ("Amendment") is made and entered in the City of Dublin on this — day of , 2016, by and between the City of Dublin, a Municipal Corporation (hereafter "City"), DUBLIN CROSSING, LLC, a Delaware limited liability company (hereafter "Developer"), pursuant to the authority of §§ 65864 et seq. of the California Government Code and Dublin Municipal Code, Chapter 8.56. City and Developer are from time-to-time individually referred to in this Amendment as a "Party"and are collectively referred to as "Parties". RECITALS 1. California Government Code §§ 65864 et seq. and Chapter 8.56 of the Dublin Municipal Code (hereafter"Development Agreement Statutes") authorize the City to enter into an agreement for the development of real property with any person having a legal or equitable interest in such property in order to establish certain development rights In such property. 2. Pursuant to that authority, City and Developer entered into that certain "Development Agreement Between the City of Dublin and Dublin Crossing Venture LLC,"dated November 19, 2013 and recorded In the Official Records of Alameda County ("Official Records") on June 4, 2014 as document number 2014134795 (the "Original Agreement"). Subsequently, the Parties entered into that certain "Amendment No. 1 to Development Agreement Between the City of Dublin and Dublin Crossing Venture LLC Relating to the Dublin Crossing Project,"dated June 16, 2015 and recorded in the Official Records on July 22, 2015 as document number 2015202606 (the "First Amendment"). The Original Agreement, as amended by the First Amendment, is referred to as the "Agreement."Amendments to the Agreement are permitted by the mutual consent of the Parties in accordance with Article 13.2 of the Agreement and by the Development Agreement Statutes. 3. Subsequent to execution of the First Amendment, Dublin Crossing Venture, LLC sold and assigned all of its right, title and interest in the property and the development project described in the Agreement (the "Property"or the "Project") to Developer, with the consent of City, pursuant to that certain Assignment and Assumption of Development Agreement recorded in the Official Records on August 28, 2015 as document number 2015239932 (the "DA Assignment"). 4. The Developer has requested certain minor changes to the Project, and the City has approved them (the "Subsequent Project Approvals"), contingent upon the effectiveness of this Amendment. The Subsequent Project Approvals include certain changes to the proposed frontage along Arnold Road made at the behest of the Regulatory Agencies and modifying conditions of Amendment No.2 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 1 approval that would require undergrounding certain electrical transmission lines that cross the Property. 5. Section 13.3 of the Agreement provides that insubstantial amendments to the Agreement may be executed by the parties to the Agreement and shall not require notice or public hearing before either the Planning Commission or the City Council. 6. Section 13.3 of the Agreement provides that an insubstantial amendment is any amendment to the Agreement that does not relate to the following (which are hereafter referred to as "Substantial Changes"): 1) the term of the Agreement as provided in Section 4.2; 2) the permitted uses of the Property as provided in Section 5.1; 3) provisions for"significant"reservation or dedication of land as provided; 4) conditions, terms, restrictions or requirements for subsequent discretionary actions; 5)the density or intensity of use of the Project; 6) the maximum height or size of proposed buildings; and 6) monetary contributions by Developer as provided in the Agreement. 7. This Amendment does not relate to any Substantial Changes as described in Recital 6 above and therefore constitutes an insubstantial amendment that may be executed without notice or public hearing before either the Planning Commission or the City Council. 8. Pursuant to the California Environmental Quality Act (Public Resources Code Section 21000 et seq., hereinafter"CEQA"), City undertook the required analysis of the environmental effects that would be caused by the Existing Project Approvals and determined those feasible mitigation measures which will eliminate, or reduce to an acceptable level, the adverse environmental impacts of the Existing Project Approvals. The environmental effects of the proposed development of the Property were analyzed by the Final Environmental Impact Report (the "FE1R") certified by City on November 5, 2013. In conjunction therewith, City also adopted a mitigation monitoring and reporting program (the "MMRP")to ensure that those mitigation measures incorporated as part of, or imposed on, the Project are enforced and completed. Those mitigation measures for which Developer is responsible are incorporated into, and required by, the Project Approvals. 9. In conjunction with its review of the Subsequent Project Approvals, the City prepared an addendum to the FEIR that concluded that none of the conditions described in CEQA Guidelines section 15162 calling for the preparation of a subsequent EIR have occurred. 10. On , 2016, the City Council of the City of Dublin adopted Ordinance No. approving this Amendment No. 2 to the Development Agreement ("DA Amendment Approving Ordinance"). The Amendment No.2 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 2 ordinance took effect on , 2016 (the "Amendment Approval Date"). NOW,THEREFORE,with reference to the foregoing recitals and in consideration of the mutual promises, obligations and covenants herein contained, City and Developer agree as follows: AGREEMENT Section 1. The parties agree that the Project Approvals will be treated as Subsequent Project Approvals as that term is defined in the Agreement. Section 2. Section 6.1 of the Agreement is amended to read in its entirety as follows: "6.1 Development Aareement Fee: Due On a Per-Unit Basis at Final Map. Prior to the City's approval of each final map creating individual lots for residential units, Developer shall pay the City a development agreement fee (the "Development Agreement Fee") calculated as follows: the number of residential lots (or condominium parcels) that would be created by the specific final map subject to approval multiplied by $26,691.96. For maps that create condominiums, the tentative and final map shall indicate the maximum number of units permitted by the final map, and the Development Agreement Fee paid shall be based on the maximum number of units permitted by the final map. For maps creating fewer than 40 lots or condominium units, the Development Agreement Fee shall be based on 40 lots or condominium units. In the event that Developer seeks a site development review ("SDR") approval for residential units for which the per unit fee has not been paid (e.g. apartment projects), Developer shall pay the per-unit fee amount at the time of SDR approval. The per-unit fee amount ($26,691.96 per residential unit) shall not be adjusted for inflation. At such point as Developer has paid Development Agreement Fees or advances equal to $42,707,142 in the aggregate, Developer shall no longer be obligated to pay the Development Agreement Fee required by this subsection. As detailed in Exhibit E, the $26,691.96 per residential unit fee generates $42,707,142 at the point when 1,600 units are mapped in the Project. The Development Agreement Fee was determined based on six separate components described in this Agreement: (a) Park Construction, § 9.6; (b) Community Benefit, § 7; (c) Iron Horse Bridge Design, § 10.3.1; (d) Iron Horse Bridge Construction; § 10.3.2; (e) ACSPA Property Acquisition Contribution, § 9.8; and (f) Park Maintenance Endowment, § 9.7. The City is requiring the payment of the Development Agreement Fee as a condition to development of the Property. The Parties agree that the City shall be deemed for all purposes to be requiring the payment of the Development Agreement Fee as a condition to development of the Property and that the Development Agreement Fee should be considered a supplemental fee and, in all aspects of its application and implementation, should not be deemed a waiver Amendment No.2 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Protect 3 or fee reduction of any kind. If at any point the City Council determines that at full buildout development on the Property will not or is unlikely to produce 1,600 units, the City may withhold further approvals, including final maps, until such time as Developer provides adequate assurances that the City will receive the entire $42,707,142 in Development Fee revenue." Section 3. Section 7 of the Agreement is amended to read in its entirety as follows: `7. Community Benefit Payment. 7.1 Developer has agreed, as partial consideration for the City's entering into this agreement, to contribute to the City over the course of the Project the sum of $23,500,000 as a Community Benefit Payment, in accordance with the following schedule and requirements. 7.2 The Community Benefit Payment is a component of the Development Agreement Fee and will be paid as specified in Section 6.1, except that, if the City has not received the following amount, exclusive of Development Agreement Fee component payments previously applied, by the applicable deadline below, Developer shall, on or before the applicable deadline, make an advance of Development Agreement Fees equal to the difference between the amount of Development Agreement Fees the City had previously received, exclusive of Development Agreement Fee component payments previously applied, and the amount set out below. Amendment No.2 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 4 Payment Amount Deadline First $15,000,000 June 30, 2016 Second $3,000,000 June 30, 2018 Third $1,000,000 June 30, 2019 Fourth $1,000,000 June 30, 2020 Fifth $1,000,000 June 30, 2021 Sixth $2,500,000 At recordation of the last final map in Phase 4 of the Project (see Exhibit D)" Section 4. Section 9.9 is added to the agreement to read as follows: "9.9. Cooperation in Potential Expansion of Park Footprint. One of the transportation improvements that Developer is required to complete, the Scarlett Drive extension, requires the acquisition of a portion of a parcel owned by a third party, Scarlett Homes LLC. The remainder, if acquired from Scarlett Homes LLC, could be incorporated into the Dublin Crossing Park, and the Parties desire that that occur if feasible. Developer will use commercially reasonable efforts, as determined by Developer in its sole discretion, to acquire the entire parcel owned by Scarlett Homes LLC, and, if that effort is successful, it will dedicate it to the City for park purposes. City shall accept such dedication upon Developer's satisfaction of the requirements of Section 9.4. The City shall not be obligated under Section 9.5 to improve the lands dedicated pursuant to this Section, and Developer shall not be entitled to credit under the PFF as a result of the dedication." f'I Section 5. Section 12 of the Agreement is amended to read in its entirety as follows: "12. School Site. Developer shall dedicate to the City the 12 net acre school site with the first final map in Project Phase 3. The 12 net acre school site is designated Parcel 27 on Vesting Tentative Map 8150 and is bounded by D • Amendment No.2 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 5 Street, G Street, F Street, and Central Parkway. The dedication will, upon satisfaction of the criteria in Section 92 for such treatment, be noted in the City's records as a dedication of 3 acres of parkland for the purposes of the Developer's satisfaction of its obligations under the community park land component of the City's Public Facilities Fee and the parkland dedication requirements of Chapter 9.28 of the Dublin Municipal Code. Notwithstanding anything to the contrary in this Section and in Section 9, Developer agrees to Improve and maintain for a period of 24 months following their completion: (a) curb, gutter, and planter strips surrounding the school site and (b) four acres of hydroseeded turf in a location on the school site to be determined by the City. The improvements shall be completed within 18 months of Developer's acquisition of the property that contains the school site and shall be maintained during the 24-month period at no cost to the City. The City will accept the school site at the conclusion of the 24-month period provided developer has satisfied the requirements set forth in Section 9.4 for acceptance of parkland." Section 6. Sections 13 through 29 of the Agreement are hereby renumbered 15 through 31. Section 7. New Section 13 is hereby added to the Agreement to read as follows: "13. Wetlands Mitigation Easement Purchase. As a means of potentially satisfying the Project's wetlands mitigation obligation, Developer agrees to consider the purchase of rights from the City over the City-owned parcel adjacent to the Iron Horse Trail and south of Dublin Boulevard (Assessor's Parcel Number 941-0550-023-04) ("the Property") that would allow the Property or a portion thereof to be preserved under conservation easement held by a third party. Developer shall be responsible for obtaining regulatory approval for the Property's use as wetlands mitigation for the Project and for the costs of any necessary improvements to the Property. The parties anticipate that the City would be responsible for the costs of any required maintenance and management of the easement area in accordance with the Wetland Mitigation Plan required by the regulatory agencies. Nothing in this paragraph obligates the City to sell the necessary rights to Developer. The parties agree that the City shall be grantee of a conservation easement and a third party conservation easement holder may be required and is subject to regulatory agency approval." Section 8. New Section 14 is hereby added to the Agreement to read as follows: "14. Acceleration of Civic Center Component of Public Facilities Fee. Developer shall pay the Civic Center Component of the Public Facilities Fee for 1 600 residential units on an accelerated basis at the rate that became effective October 15, 2015 ($892 per dwelling unit). The entire payment ($1,427,200) Amendment No.2 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 6 � .. shall be made on or prior to the later of (a) June 30, 2016 or (b) the date upon which all appeal, legal challenge and rehearing periods relating to the Subsequent Project Approvals shall have expired without legal challenge, or, if any appeal, legal challenge or rehearing request is filed against the City challenging the Subsequent Project Approvals, the date upon which all such challenges are finally dismissed and either (i) all of such Subsequent Project Approvals remain effective or, (ii) have been reaffirmed, if required by the resolution of the challenge(s), whichever is later. As a result of such payment, Developer shall receive a credit against the Civic Center Component of the Public Facilities Fee for the first 1 600 units in the Project. The credit created as a result of this Section shall be a credit against the Civic Center Component of the Public Facilities Fee for up to 1,600 units, notwithstanding any future changes in the amount of the fee , shall be applicable only to units within the Project area, and shall in all other respects be subject to the requirements of the City's "Consolidated Impact Fee Administrative Guidelines" or its successor that is in effect at the time the credits are created." Section 9. Exhibits E and F to the Agreement are replaced in their entirety by revised Exhibits E and F attached hereto and incorporated by this reference. Section 10. Full Force and Effect. Except as specifically clarified, confirmed or modified herein, the Agreement shall continue in full force and effect according to its terms. Section 11. Defined Terms. Defined terms have the same meaning in this Amendment as in the Agreement unless otherwise specified. Section 12. Effective Date. This Amendment shall become effective upon the date the ordinance approving this Agreement becomes effective (the "Effective Date"). Section 13. Recordation. City shall record a copy of this Amendment within ten (10) days following execution by all parties. Amendment No.2 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 7 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date and year first above written. CITY: DEVELOPER: CITY OF DUBLIN DUBLIN CROSSING, LLC, a Delaware limited liability company By: By: BrookCal Dublin LLC, Chris Foss, City Manager a Delawarelimited liability company Its: M e m b e r./,‘)„,;- j Attest: By: Name: cd 6:114 J Its: (7.77-c:.> Name: y . _'i (2.-.,4. ” Caroline Soto, City Clerk ' � . ''' Its: } r r s� - Approved as to form By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: Standard Pacific Investment Corp., a Delaware corporation John Bakker, City Attorney Its: Member By: Name: Its: Amendment No. 2 to Dublin/Dublin Crossing Venture LLC Development Agreement for the Dublin Crossing Project 8 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date and year first above written. CITY: DEVELOPER: CITY OF DUBLIN DUBLIN CROSSING, LLC, a Delaware limited liability company By: By: BrookCal Dublin LLC, Chris Foss, City Manager a Delaware limited liability company Its: Member Attest: By: Name: Its: By: Caroline Soto, City Clerk Name: Its: Approved as to form By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: Standard Pacific Investment Corp., a Delaware corporation John Bakker, City Attorney Its: Member By: _..... 1 i" Name: . 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