Loading...
2000-09-29 Development Agreement ! t' I \ CITY OF ALBERTVILLE DEVELOPER'S AGREEMENT Psyks Eighth Addition THIS AGREEMENT, entered into this '2 rl/. day of September, 2000 by and between Douglas P. Psyk and Beatrice E. Psyk and Psyk Development Corporation, collectively referred to herein as "Developer"; and the CITY OF ALBERTVILLE, County of Wright, State of Minnesota, hereinafter referred to as "City"; WITNESSETH: WHEREAS, Developer is the fee owner and developer of the real property described in Exhibit A, attached hereto and incorporated herein by reference, which real property is proposed to be subdivided and platted for development, and which subdivision, which is the subject of this Agreement, is intended to bear the name "Psyks Eighth Addition" and shall hereinafter be referred to in its entirety as "Said Plat" or "Subject Property"; and WHEREAS, Developer intends to subdivide 5.99 gross acres into sixteen (16) single family lots; and WHEREAS, the City has given preliminary approval of Developer's plat of Psyk Eighth Addition contingent upon compliance with certain City requirements including, but not limited to, matters set forth herein; and . WHEREAS, the City requires that certain public improvements including, but not limited to bituminous street and trail( s), curb and gutter, grading, sanitary sewer, water, storm sewer and drainage ponds (hereafter "Municipal Improvements") be installed to serve 1 / i\ ,. '\ the Subject Property and other properties affected by the development of Developer's land, to be installed and financed by Developer; and WHEREAS, the City further requires that certain on- and off-site improvements be installed by the Developer within Said Plat, which improvements consist of boulevards, top soil and sod, grading control per lot, bituminous or concrete driveways, parking lot, drainage swales, berming, street signs, street cleanup during project development, erosion control, and other site-related items; and WHEREAS, this Agreement is entered into for the purpose of setting forth and memorializing for the parties and subsequent owners, the understandings and covenants of the parties concerning the development of the Said Plat and the conditions imposed thereon; NOW, THEREFORE, IT IS HEREBY AND HEREIN MUTUALLY AGREED, in consideration of each party's promises and considerations herein set forth, as follows: 1. Construction of Municipal Improvements. A. The Developer shall construct those Municipal Improvements located on and off the Said Plat as detailed in the Plans and Specifications for Psyk Eighth Additiol\ dated October 13th, 1998 as prepared by Meyer-Rohlil\ Inc. and on file with the City Clerk, said improvements to include installation of bituminous street, curb and gutter, water mains, sanitary and storm sewers, storm water ponding, site grading and a four foot wide concrete sidewalk in the right-of-way of 53rd street (north side of right-of-way). All such improvements shall be constructed according to the standards adopted by the City, along with all items required by the City Engineer. Unless the City Engineer specifies a later date, said improvements shall be installed by October 31, 2000. B. The Developer warrants to the City for a period of two years from the date the City accepts the fmished Municipal Improvements that all such improvements have been constructed to City standards and shall suffer no significant impairments, either to the structure or to the surface or other usable areas due to improper constructiOl\ said warranty to apply both to poor materials and faulty workmanship. C. Developer shall provide the City with lien waivers from all contractors and subcontractors engaged to construct said improvements on Said Plat. Should 2 Developer fail to provide the City with all applicable lien waivers, the City reserves the right to draw upon Developer's surety and pay any contractors who performed work on any Municipal Improvements and whom Developer has failed to fully pay for the performance of said work. D. The City shall, at its option, have the City Engineer present on Said Plat for inspection purposes at all times (or such times as the City may deem necessary) during the construction and installation of said Municipal Improvements. Developer agrees to pay for all costs incurred by the City during said inspections. 2. Construction of On- and Off-Site Improvements. A. Developer shall construct all on- and off-site improvements including installation of boulevards, street signs, traffic signs, yard top soil, sod and seed in all yards, grading control per lot, bituminous or concrete driveways and parking lots, drainage swales, berming, and like items as necessary, street cleanup during project development, and erosion control, all as required by City ordinance. Front and side yards shall be sodded. Backyards may be seeded or sodded. In all cases permanent turf or grass must be established over all areas of the lot not covered by a hard or impervious surface. Said on- and off-site improvements shall be installed no later than October 31,2002, with the exception of erosion control, drainage swales and berming, which shall be installed upon initial grading of Said Plat. B. Developer shall, at its own expense, cause the following items to be installed within the development, all such items to be installed under ground, within the street right of way or such other location as may be approved by the City Engineer, accessible to all lots and in compliance with all applicable state and local regulations: 1. Electrical power supply, to be provided by Northern States Power or other such carrier; ll. Natural gas supply, to be provided by Minnegasco or other such carner; ill. Telephone service, to be provided by SprintlUnited Telephone Company or other such carrier; 3 '. IV. Cable TV service, to be provided by a local carrier; In addition, the Developer shall, at its own expense, cause street lights and street signs to be of such type and to be installed at such locations as required by the City Engineer and in conformance with the Manual on Uniform Traffic Control Devices. C. Developer has submitted a utility plan for Said Plat showing all existing and proposed utility lines and easements, attached and incorporated herein as Exhibit B. Developer agrees to have all utilities installed according to this Exhibit B. D. Developer shall install silt fencing in back of all curbing within 30 days after said curbing is installed, or 7 days after the "small utilities" (gas, phone, electrical and cable television) have been installed, whichever occurs sooner. Developer shall be allowed to substitute hay bales for a 22-foot section of silt fencing on each lot for the purpose of allowing construction vehicles to pass from the street to each lot. No construction vehicles shall pass from the street to the lots except through such designated 22-foot section of hay bales. Developer shall remove all hay bales and silt fencing from each lot as sod is installed upon said lot. E. Notwithstanding the requirements of subparagraph 2A above, the Developer shall install to the City's satisfaction improvements for each lot or parcel within sixty (60) days of the date that a certificate of occupancy (temporary or permanent) is issued by the City for a building located on the lot, unless the certificate of occupancy is issued after October 1st and before March 30th in any given year, in which case said improvements shall be so completed by the following June 15th. F. Developer shall install storm water retention/water quality ponds and basins upon Said Plat as shown on the Grading, Drainage and Erosion Control Plan attached as Exhibit C. Said ponds and basins shall be dedicated to the City, and Developer shall provide the City with perpetual drainage easements over such ponds. Said retention ponds and basins shall be installed prior to the installation of utilities. 3. Intended Use of Subdivision Lots. It is the Developer's and City's intent that single- family detached dwelling units be constructed on the lots in Said Plat (one unit on each lot). Developer agrees that it shall not construct any units other than said single-family 4 detached dwelling units on the land in Said Plat. 4. Surety Requirements. A. Developer will provide the City with an irrevocable letter of credit (or other surety as approved by the City Attorney) as security that the obligations of the Developer under this contract shall be performed. Said letter of credit or surety shall be in the amount of $9,600.00 representing 50% of the estimated cost of the On- and Off-site Improvements. Said letter of credit or surety must meet the approval of the City attorney as to form and issuing bank. B. The City may draw on said letter of credit or surety to complete work not performed by Developer (including but not limited to on- and off-site improvements, Municipal Improvements described above, erosion control, and other such measures), to pay liens on property to be dedicated to the City, to reimburse itself for costs incurred in the drafting, execution, administration or enforcement of this Agreement, to repair or correct deficiencies or other problems which occur to the Municipal Improvements during the warranty period, or to otherwise fulfill the obligations of Developer under this Agreement. C. In the event that any cash, irrevocable letter of credit, or other surety referred to herein is ever utilized and found to be deficient in amount to payor reimburse the City in total as required herein, the Developer agrees that upon being billed by the City, Developer will pay within thirty (30) days of the mailing of said billing, the said deficient amount. If there should be an overage in the amount of utilized security, the City will, upon making said determination, refund to the Developer any monies which the City has in its possession which are in excess of the actual costs of the project as paid by the City. D. Developer hereby agrees to allow the City to specially assess Developer's property for any and all costs incurred by the City in enforcing any of the terms of this agreement should Developer's letter of credit or surety prove insufficient or should Developer fail to maintain said letter of credit or surety in the amount required above within 30 days of mailing of written request by the City. Should the City assess Developer's property for said costs, Developer agrees not to contest or appeal such assessment and waives all statutory rights of appeal under Minnesota Statutes, including Minnesota Statute 429.081. 5 E. That portion of said cash, irrevocable letter of credit or other surety with respect to the performance of Site Improvements shall be released upon certification of the City Engineer and approval of the City Council that all such items are satisfactorily completed pursuant to this Agreement. 5. Surety Release. A. Periodically, as payments are made by the Developer for the completion of portions of the Municipal Improvements and/or on- and off-site Improvements, and when it is reasonably prudent, the Developer may request of the City that the surety be proportionately reduced for that portion of the Municipal Improvements and on- and off-site improvements which have been fully completed and payment made therefor. All such decisions shall be at the discretion of the City Council. The City's cost for processing reduction request( s) shall be billed to the Developer. Such cost shall be paid to the City within thirty (30) days of the date of mailing of the billing. B. The Developer may request of the City a reduction or release of any surety as follows: 1. When another acceptable letter of credit or surety is furnished to the City to replace a prior letter of credit or surety. 11. When all or a portion of the Municipal Improvements or the on- and off-site improvements have been installed, the letter of credit or surety may be reduced by the dollar amount attributable to that portion of improvements so installed, except that the City shall retain the letter of credit or surety in the amount of 10% of the estimated construction price of the Municipal Improvements during the frrst year of the warranty period and 5% of the estimated construction price of the Municipal Improvements during the second year of the warranty period. m. As to all requests brought under this paragraph, the City Council shall have complete discretion whether to reduce or not to reduce said letter of credit or surety. C. The costs incurred by the City in processing any reduction request shall be billed to the Developer and paid to the City within thirty (30) days of billing. 6 " '. 6. Abandonment of Project - Costs and Expenses. In the event Developer should abandon the proposed development of the Subject Property, the City's costs and expenses related to attorney's fees, professional review, drafting of this Agreement, preparation of the feasibility report, plans and specifications, and any other expenses undertaken in reliance upon Developer's various assertions shall be paid by said Developer within thirty (30) days after receipt of a bill for such costs from the City. In addition, in the event the Developer abandons the project, in whole or in part, ceases substantial field work for more than nine (9) months, fails to provide sufficient ground- 'cover to prevent continuing soil erosion from the Said Plat, or fails to leave the abandoned property in a condition which can be mowed using conventional lawn mowing equipment, Developer agrees to pay all costs the City may incur in taking whatever action is reasonably necessary to provide ground-cover and otherwise restore Said Plat to the point where undeveloped grounds are level and covered with permanent vegetation sufficient to prevent continuing soil erosion from Said Plat and to facilitate mowing of Said Plat. In the event that said costs are not paid, the City may withdraw funds from the above-mentioned surety for the purpose of paying the costs referred to in this paragraph. 7. Developer to Pay City's Costs and Expenses. It is understood and agreed that the Developer will reimburse the City for all reasonable administrative, legal, planning, engineering and other professional costs incurred in the creation, administration, enforcement or execution of this Agreement and the approval of Said Plat, as well as all reasonable engineering expenses incurred by the City in designing, approving, installing, and inspecting said Improvements described above. Developer agrees to pay all such costs within 30 days of billing by the City. If Developer fails to pay said amounts, Developer agrees to allow the City to reimburse itself from said surety and/or assess the amount owed against any 'or all of the Said Plat without objection. Developer has the right to request time sheets or work records to verify said billing prior to payment. 8. Erosion and Siltation Control. Before any grading is started on any site, all erosion control measures as shown on the approved.Grading, Drainage and Erosion Control Plan shall be strictly complied with as set forth in the attached Exhibit C. Developer shall also install all erosion control measures deemed necessary by the City Engineer should the erosion control plan prove inadequate in any respect. 9. Ditch Cleaning. Developer shall comply with all requirements set forth for drainage into any county ditch or other ditch through which water from Subject Property may drain, and shall make any necessary improvements or go through any necessary 7 " procedures to ensure compliance with any federal, state, county or city requirements, all at Developer's expense. 10. Maintain Public Property Damaged or Cluttered During Construction. Developer agrees to assume full financial responsibility for any damage which may occur to public property including but not limited to streets, street sub- base, base, bituminous surface, curb, utility system including but not limited to watermain, sanitaty sewer or storm sewer when said damage occurs as a result of the activity which takes place during the development of Said Plat. The Developer further agrees to pay all costs required to repair the streets, utility systems and other public property damaged or cluttered with debris when occurring as a direct or indirect result of the construction that takes place in Said Plat. Developer agrees to clean the streets on a daily basis if required by the City. Developer further agrees that any damage to public property occurring as a result of construction activity on Said Plat will be repaired immediately if deemed to be an emergency by the City. Developer further agrees that any damage to public property as a result of construction activity on Said Plat will be repaired within 14 days if not deemed to be an emergency by the City. If Developer fails to so clean the streets or repair or maintain said public property, the City may immediately undertake making or causing it to be cleaned up, repaired or maintained. When the City undertakes such activity, the Developer shall reimburse the City for all of its expenses within thirty (30) days of its billing to the Developer. If the Developer fails to pay said bill within thirty (30) days, then the City may specially assess such costs against the lots within Said Plat and/or take necessaty legal action to recover such costs and the Developer agrees that the City shall be entitled to attorneys fees incurred by the City as a result of such legal action. Developer knowingly and voluntarily waives all rights to appeal said special assessments under Minnesota Statutes section 429.081. 11. Temporary Easement Rights. Developer shall provide access to the Subject Property at all reasonable times to the City or its representatives for purposes of inspection or to accomplish any necessaty work pursuant to this Agreement. 12. Miscellaneous. A. Developer agrees that all construction items required under this Agreement are items for which Developer is responsible for completing and all work 8 " shall be done at Developer's expense. B. If any portion, section, subsection, sentence, clause, paragraph or phrase of this Contract is for any reason held invalid by a Court of competent jurisdiction, such decision shall not affect the validity of the remaining . portion of this Contract. C. Ifbuilding permits are issued prior to the completion and acceptance of public improvements, the Developer assumes all liability and the costs resulting in delays in completion of public improvements and damage to public improvements caused by the City, Developer, its contractors, subcontractors, materialmen, employees, agents, or third parties. D. The action or inaction of the City shall not constitute a waiver or amendment to the provisions of this Contract. To be binding, amendments or waivers shall be in writing, signed by the parties and approved by written resolution of the City Council. The City's failure to promptly take legal action to enforce this Contract shall not be a waiver or release. E. This Contract shall run with the land and shall be recorded against the title to the property. After the Developer has completed all work and obligations required of it under this Contract (including the expiration of the warranty period), at the Developer's request, the City will execute and deliver to the Developer a release of its obligations under this Agreement. F. The Developer represents to the City that Said Plat complies with all City, county, state and federal laws and regulations, including but not limited to: subdivision ordinances, zoning orditiances, and environmental regulations. If the City determines that Said Plat does not comply, the City may, at its option, refuse to allow construction or development work in the plat until the Developer so complies. Upon the City's demand, the Developer shall cease work until there is compliance. G. Prior to the execution of this Agreement and prior to the start of any construction on the Subject Property, Developer shall provide the City with evidence of good and marketable title to all of Subject Property. Evidence of good and marketable title shall consist of a Title Insurance Policy or Commitment from a national title insurance company, or an abstract of title updated by an abstract company registered under the laws of the State of Minnesota. 9 H. Developer shall comply with all water, ponding and wetland related restrictions, if any, required by the Wright County Soil and Water Conservation District and/or the City and any applicable provisions of State law. I. The Albertville City Council reserves the right to allocate wastewater treatment capacity in a manner it finds to be in the best interests of the public health, safety and welfare. Developer acknowledges and agrees that the City is currently in the process of expanding its wastewater treatment plant capacity. Developer further acknowledges and agrees that delay in the availability of wastewater treatment plant capacity may occur for some lots located within Said Plat and that such delay in capacity availability may also delay the issuance of building permits for some lots within Said Plat. 1. Developer shall not place any structure at an elevation such that the lowest grade opening is less than two feet above the highest known surface water level or ordinary high water level or less than one foot above the 1 DO-year flood level of any adjacent water body or wetland. If sufficient data on high water levels is not available, the elevation of the line of permanent aquatic vegetation shall be used as the estimated high water elevation. When fill is required to meet this elevation, the fill shall be allowed to stabilize and construction shall not begin until the property has been approved by the Building Inspector or a professional soils engineer. 13. Draw on Expiring Letter of Credit. In the event a surety referred to herein is in the form of an irrevocable letter of credit, which by its terms may become null and void prior to the time at which all monetary or other obligations of the Developer are paid or completed, it is agreed that the Developer shall provide the City with a new letter of credit or other surety, acceptable to the City, at least forty-five (45) days prior to the expiration of the expiring letter of credit. If a new letter of credit is not received as required above, the City may declare a default in the terms of this Agreement and thence draw in part or in total, at the City's discretion, upon the expiring letter of credit to avoid the loss of surety for $e continued obligation. The form of said irrevocable letter of credit must be approved by the City Attorney prior to its issuance. 14. Violation of Agreement. A. In the case of default by the Developer, its successors or assigns, of any of the covenants and agreements herein contained, the City shall give Developer 10 thirty (30) days mailed notice thereof via certified mail (1inless specific remedial City action is permitted in a shorter time under other provisions of this agreement), and if such default is not cured within said thirty (30) day period, the City is hereby granted the right and the privilege to declare any deficiencies governed by this Agreement due and payable to the City in full. The thirty (30) day notice period shall be deemed to run from the date of deposit in the United States Mail. Upon failure to cure by Developer, the City may thence immediately and without notice or consent of the Developer use all of the deposited cash, irrevocable letter of credit or other surety funds to complete the Developer's obligations under this Agreement, and to bring legal action against the Developer to collect any sums due to the City pursuant to this Agreement, plus all costs and attorney's fees incurred in enforcing this agreement. B. Paragraph 14A of this section shall not apply to any acts or rights of the City under the preceding paragraph 13 above, and no notice need be given to the Developer as a condition precedent to the City declaring a default or drawing upon the expiring irrevocable letter of credit as therein authorized. The City may elect to give notice to Developer of the City's intent to draw upon the surety without waiving the City's right to draw upon the surety at a future time without notice to the Developer. C. Breach of any of the terms of this Contract by the Developer shall be grounds for denial of building permits. 15. Dedications to the City. A. Municipal Improvement Dedications. The Developer, upon presentation to the City of evidence of good and marketable title to Subject Property, and upon completion of all construction work and certification of completion by the City Engineer, shall dedicate all roads, road and trail right-of-ways, curbs, gutters, ponds, sewers and water mains to the City. Upon acceptance of dedication, Developer shall provide to the City "As-Builts" of all sewers, water mains, and roads. Acceptance by City of any dedication shall occur upon passage of a resolution to such effect by the City Council. 11 '" 't B. Park Dedications Developer acknowledges and agrees that in order to satisfy the City's park dedication requirements for Said Plat, Developer shall pay the City a cash payment totaling $20,800 (16 lots x $1,300.00 per lot), less a credit for the cost of the installation of the sidewalk identified in paragraph I.A. above (said credit shall be granted provided the City Engineer approves the cost of the sidewalk prior to its installation). Said park dedication fees shall be paid prior to the release of Said Plat by the City. 16. Phased Development. If the plat is a phase ofa multi-phased preliminary plat, the City may refuse to approve final plats of subsequent phases until public improvements for all prior phases have been satisfactorily completed. Development of subsequent phases may not proceed until Development Contracts for such phases are approved by the City. Approval of this phase of the Development shall not be construed as approval of future phases nor shall approval of this phase bind .the City to approve future Development phases. All future Development phases shall be governed by the City's Comprehensive Plan, Zoning ordinance, Subdivision ordinance, and other ordinances in effect at the time such future Development phases are approved by the City. 17. Indemnity. Developer shall hold the City and its officers and employees harmless from claims made by Developer and third parties for damages sustained or costs incurred resulting from Said Plat approval and development. The Developer shall indemnify the City and its officers and employees for all costs, damages or expenses which the City may payor incur in consequence of such claims, including attorney's fees. Third parties shall have no recourse against the City under this contract. 18. Assignment of Contract. The obligations of the Developer under this Contract cannot be assigned without the express written consent of the City Council through Council resolution. 19. Limited Approval. Approval of this Agreement by the City Council and issuance of the Conditional Use Permit whicll is the subject of this agreement in no way constitutes approval of anything other than that which is explicitly specified in this Agrt;ement. 20. Professional Fees. The Developer will pay all reasonable professional fees incurred by the City as a result of City efforts to enforce the terms of this Agreement. Said fees include attorney's fees, engineer's fees, planner's fees, and any other professional fees incurred by the City in attempting to enforce the terms of this Agreement. The Developer will also pay 12 all reasonable attorney's and professional fees incurred by the City in the event an action is brought upon a letter of credit or other surety furnished by the Developer as provided herein. 21. Plans Attached as Exhibits. All plans attached to this Agreement as Exhibits are incorporated into this Agreement by reference as they appear. Unless otherwise specified in this Agreement, Developer is bound by said plans and responsible for implementation of said plans as herein incorporated. . 22. Integration Clause, Modification by Written Agreement Only. This Agreement represents the full and complete understanding of the parties and neither party is relying on any prior agreement or statement(s), whether oral or written. Modification of this Agreement may occur only if in writing and. signed by a duly authorized agent of both parties. 23. Notification Information. Any notices to the parties herein shall be in writing, delivered by hand (to the City Clerk for the City) or registered mail addressed as follows to the following parties: City of Albertville c/o City Clerk P.O. Box 9 Albertville,~ 55301 Telephone: (763) 497-3384 Doug P. Psyk and Beatrice E. Psyk P.O. Box 195 Albertville, ~ 55301 Telephone: (763) 497-2753 24. Agreement Effect. This Agreement shall be binding upon and extend to the representatives, heirs, successors and assigns of the parties hereto. CITYOF~4a~ ayor. 13 i/ " , ci' By /J.u Its Clerk L , PSYK DEVELOP~ORPORATIO~ By . ~jJ~ DOUgla , Psyk Its President Do glas . Psyk 4~~~ Beatrice E--Psyk . STATE OF MINNESOTA) ) ss. COUNTY OF WRIGHT ) The foregoing instrument was acknowledged before me this 2 g tt day of September, 2000, by John Olson as Mayor of the City of Albertville, a Minnesota municipal corporation, on behalf of the city and pursuant to the authority of the City Council. 9UJ Cb Notary Public G MICHAEL C, CQURI ~I NOTARY PUBLIC - MINNESOTA . .'JfJ My Comm, Exp. Jan. 31, 2005 STATE OF MINNESOTA ) 14 \ , . ) ss. COUNTY OF WRIGHT ) The foregoing instrument was acknowledged before me this 2r~ day of September, 2000, by Linda Goeb, as Clerk of the City of Albertville, a Minnesota municipal corporation, on behalf of the city and pursuan~t~ the City Council. Notary Public STATE OF MINNESOTA) (i) MICHAEL C. CQURI ) ss. ~ NOTARY PUBLIC - MINNESOTA __ My Comm. Exp. Jan. 31, 2005 COUNTY OF WRIGHT ) The foregoing instrument was acknowledged before me this (;t/ day of September, 2000, by Douglas P. Psyk, individually and as president of Psyk Development Corporation. 9Jki,j C~/ Notary Public STATE OF MINNESOTA) ) ss. ~ MICHAEL C. CQURI COUNTY OF WRIGHT ) ~ ~ NOTARY PUBLIC - MINNESOTA '_ My Comm. Exp. Jan. 31, 2005 The foregoing instrument was acknowledged before me this (fi( day of September, 2000, by Beatrice E. Psyk. ~/cc.... Notary Public DRAFTED BY: Couri and MacArthur Law Office ti) MICHAEL C. CQURI P.O. Box 369 ~ NOTARY PUBLIC.- MINNESOTA .-" My Comm. Exp. Jan. 31, 2005 705 Central A venue East St. Michael, MN 55376 (612)497-1930 15 \ " EXHffiIT A TO DEVELOPER'S AGREEMENT The legal description of the property to which this Developer's Agreement applies is as follows: Lots 1-6, Block 1, and Lots 1-10, Block 2, Psyks Eighth Addition, City of Albertville, Wright COWlty, Minnesota. 16 ~ t. . i .. .. .. ~ . i .. .. . : ; TH " - .1"1' ~~Ji~==~\ 1I.i; ii - Ii H: Ii ! ... \.. ,;' ( EXHIBIT B '. --------- ._-~ "'~~~ 0-_. ~ :- , II !i'j .. -..' . I I !' I - . :\~~ - ....~:.. _.-- .... '.:- \ r------. , " I , . f': I I '5~----~ :. I ,- I -11.,' -:~b:.:_..,:-~ - E~. . . - ..-...;~~'~ - - ! [., ~ ,.!Ii ,.., ' II " I .IIIP.::~" ~ ____ ~~.:___ ~ __ ___~___,:,~'q:. ;~.~.~,- " ~ I ....... \ " ' .--- -_:.:: .' " ------ " " -) H~'.n~H:1l't"CI" IZ '~l'111~'I""1 ~ !<; ,,!:.: ....:....i! ~ .= ::.:a:.: ..:(1 1- r - li:t::}J~I~~!~li: i -"la ~(-'.'f.' "'t .ia"~f!l tr :tifrjlr~y! ~ ',,) lrr~;;lJllt!{r~ll ~ : 1 t,-t"..{ Iri,llr~l'tJr;lf~ t.ltr;~li:p'a .1 w 1,,'.1' II ;'It r&=&'!li ) "- vt -" a.h- '!=fc!:rr-i:.'lltI ~ra~ti-r:1111jI. rlii.Ilr;:Jlf.it ;i;Itif~lii~' ~ {lr." ila.~ ..j!ilfJlf~' Pi tJijl~II' ...! 1- ru~n:t~!JiJ'{1 ""J : ~ : I !~ I -z~- :: ~~;;.. :..1< .::.:--c :...~='. ... .. I ;.-C ~ ">:0 ;~~- .. .-~ Ji~ h- -~% a"~ fi!! ~I. i ilr ~~ , II I !Z-~ ; I ......1. .. , -------. "'---- -~ . I-----~ 'f . ,,. ~ \...----.., ":-. \, --:;.."? ~ :.:- ,------- ~~'::I -:!i2 .s~,:5 ;~. r- ... ~n~i ~ , :::.. Sa'" -...< .~ ., - '" \IJ -< ~ CIJ - ~ - "'" - ~.. j - , - c: CIJ "':m r < 3: - m - -:Z~Z -<~~> "':::!: ~ r"> -< >0 Z _ u - -l - o z - .. r" > -oj .. .,. , . ~ f I ".. I 6 i / I I I 'I' ~. . -~ / :p rj ? Ii ? 1 : ~ I dIP:. rr i! I J;-:- ~/.lh ~ It f', I .. ~!f · .'J ... ~ · P: j. r ~ ~\.. \J ,I: ;s - 1 . ~ ~ ....~"':\~ 2 , V . I~~':'t.. if ~ / I .. . r:-~':::.~-- , · " -;/r -- ,.. J. . ji / II !! ;1/ . ",'; ii !q !f !;~ ;: :: I . \i i, ,. :, ,l ., ;' ;I.. ": :, 1; 11 t: . . ;1 .' :1 !1, :. ,. .._--. : -"'; ~ ~ ::d ~ :; '" :~; Of:; !~ ~ H ~, 1 .. ~ _ ., t! ;-~'-~,l ....... . , --E '....1 ;.' ...';! ~1 :--'"""='; :, ~ ::. H ; '. , ~ ~ ;: "':-l-~ -1 y':'-'-; . -, I "=- " Vi,{: r I /:- : ~ ~.~ ii ~ .r .: F ;ll :IIH I /I' .Ihl f }l; ~;:~ " ,," h'!t ;. {!f Ii:" ! 11. ,(I ~ rU :i~ t : ': ;i1 1. ",~~.: .( i :~ ; h: ii~ : :1 ~iI ~ f .:'.1' h ;; i~J '; :; ?~ ~ '5 .:: ~ ~ if ..~ .. , .. , ~.:j ~:- - , i ':: . .. " ~~ ~ ~~ fi ~= -~ ~~:!t~~ir~J!::~j: e :;~:!=:."::f\.~~ii t'; ;:;:n:-::'':$i:.i'" ; !i~:::Jl?J:.i~ 1! !i;~i~i.~11\~{~r ,I t;;a,'-"~.' ) ':.~ h. .tT~'I" !.:~:~lsji;.f: i& J~:}l ;1: '~i ':t\i..r :l~%i~i~lil:!;li~ 'r!:H~.l.~"!'~!' i~l~jfi~'!J:lI':! ~, .: ,. ~'~r' 1.""-"r~a~. r ;~ir;i!-:i::I;ilfJ! 11.l~t?tcl itf.j !!ii~'!t;i!tr!!! il~!!!fJlif~~i! l .r,1ff'f'''!!IF .o(.,t, c,ltt3I~ rU~';lt, -..... rl:1irat.!J?:i.1 ) ,u;., .: ...../ . ,J ~ - . t 1:.......k~ ~"r'~" ~i ~ I '-I;! ~ ! I f .. ' 1\': 't, "~l I' ~ I~~....,_. j ':,,:': I Ii I,d, .:l I i Ir 'i~'; ~HI ; i i i! j! i l ~; . i .. .. .. ~ .. * .. .. .. " ~ i ~I EXHIBIT C . -,:-' ,).-- ap_._" ==-=--~.':..- . !ii"-';:;-::-;---.~~- ;i :1' . ...,:~! w ~=.... . - ~~~r~.(: · II!! ,,.~, 1--1 .._ ii~' I .:..:.~ ':. , :~ ~ r: - =~~!; ~1::~ ii :~:~.. !;;~.. .... , 'wJ ~:-\.'= ..... .:;: s::' .~z ~~~ -z......- I ~ ~ ~~:iQ --..~...~ . 0.. -~ .... 001...... ;.:-.ir:~ :-.,:>i ~Z.l:ll ---.,., -t.lA -..< ~