HomeMy WebLinkAbout2000 06 26 Regular E JDC Calhoun Inc. Development Agreement
Consent Agenda Item" "
June 26, 2000 - City Manager Dept.
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COMMISSION AGENDA
ITEM E
Consent
Informational
Public Hearin~s
Ret!ular X
June 26, 2000
Meeting
;2-
Mgr. / Dept.
Authorization
REQUEST: The City Manager requesting the City Commission to review the development
agreement prepared by JDC Calhoun, Ine and to receive stormwater and utility extension
information related to the Town Center.
PURPOSE: The purpose of this agenda item is to discuss the development agreement prepared
by IDC for the development of the Kingsbury Tract of the Town Center and to provide staffwith
the opportunity to respond to stormwater and water and sewer issues related to the IDC
development proposal.
On June 19, 2000, the Commission held a workshop with staff and representatives of the IDC
Calhoun, Inc. to discuss their proposal for developing the Kingsbury Tract of the Town Center.
In consideration of the issues discussed at the workshop, IDC has forwarded a development
agreement to the city for review.
The Commission desired additional information of stormwater and utility extensions.
Staff will be prepared to discuss these matters in more detail.
FUNDING: Non Applicable
RECOMMENDATION: It is recommended that the Commission review and comment on the
IDC development agreement and receive additional infonnation from staff on stonnwater and
utility extensions in the Town Center.
A rf ACHMENT: Development Agreement
COMMISSION ACTION:
DRAFT 6120/00
This Instrument was prepared
by and should be returned to:
AGREEMENT
An Agreement made and entered into as of this _ day of JWle, 2000 by and among
IDC CALHOUN, INC., a Georgia corporation, herein referred to as "IDC," and the City of
Winter Springs, a municipal corporation existing under the laws of the State of Florida, herein
referred to as "City."
RECITALS
WHEREAS, Section 163.3167, Florida Statutes) provides that each local government is
encouraged to articulate a vision of the future physical appearance and qualities of its community
as a component of the local comprehensive plan through a collaborative planning process with
meaningful public participation, and
WHEREAS, the City completed a comprehensive planning study, with extensive public
participation from local residents and local) county, and state officials, which resulted in the
adoption of the Winter Springs Town Center Plan, and
WHEREAS, pursuant to that certain Purchase and Sale Agreement between Laverne
Kingsbury and June Kingsbury, as sellers, and mc, as purchaser, dated September 22, 1999,
IDC is the contract purchaser and will be the owner and developer of approximately fifteen (15)
acres of land located within the boundaries of the proposed City of Winter Springs Town Center
and more particularly described on Exhibit "A" attached hereto and by this reference made a part
hereof (the" JDe Property")~ and
WHEREAS, IDC and City desire to memorialize theiT understandings and agreement
regarding their respective interests, expectations, and intentions contained in this Agreement
regarding the Town Center.
NOW THEREFORE in consideration of the terms and conditions set forth in this
Agreement, and other good and valuable consideration, the receipt of which is hereby
acknowledged by the parties, the City and IDC agree to the following:
1. Incorporation of Recitals.
The foregoing recitals are true and correct and are hereby fully incorporated herein by this
reference as a material part of this Agreement.
ll. Definitions.
Unless the context clearly indicates otherwise, the following words and phrases when
used in this Agreement shall have the meaning ascribed below:
a) "City" shall mean the City of Winter Springs. a Florida municipal corporation.
b) "City Code" shall mean the City Code oftbe City of Winter Springs, Florida.
c) "Hickory Grove Park Boulevard" shall mean the planned w-ban boulevard
running from Magnolia Square west along the entirety of the north and west boundary lines of
the me Property and terminating at the north right-of-way line of S.R. 434, as identified in the
Town Center Plan and Town Center District Code.
d) ItHickory Grove Park" shall mean the town center "central park" as identified in
the Town Center Plan and Town Center District Code.
e) "Market Square Pllrcel" shall mean that portion of the IDC Property more
particularly described in the boundary map attached hereto as Exhibit "B" which is hereby fully
incorporated herein by this reference.
f) "JDC" shall mean IDC Calhoun, Inc., a Georgia cOlporation.
g) "roc Property" shall mean the real property to be acquired by JDC and located
in the Town Center District, as more particularly described in Exhibit "A" which is hereby fully
incorporated herein by this reference.
h) "Main Street Impronmentstt shall mean that portion of Main Street on the
Town Center Plan located from State Road 434 north to Magnolia Square (including pavement,
curbs and gutters, and stol1T1water facilities), as more particularly described in the boundary map
attached hereto as Exhibit "e" which is hereby fully incorporated herein by this reference.
i) "Town Center Plan" shall mean the sketch concept plan entitled "Winter
Springs Town Center Master Plan", prepared by Dover, Kohl & Partners, dated ,
a copy of which is attached hereto as Exhibit liD" and hereby fully incorporated herein by this
reference-
j) "Town Center District" shall mean the town center area located in the City of
Winter Springs that is depicted in. the attached Exhibit "E" which is hereby fully incorporated
hc..'fein by this reference.
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k) "Town Center District Code" shall mean the ToWIl Center Zoning District Code
adopted by the City Commission ofWmter Springs on June 12,2000, which is attached hereto as
Exhibit "F" and hereby fully incorporated herein by this reference.
ID. Conveyances from mc to the City.
mc agrees that at such time as JOC shall have obtained building permits for each of the
grocery anchor and drugstore anchor users as contemplated in subsection XI (a) of this
Agreement, IDC will convey to the City fee simple title to (i) the Market Square Parcel, and (ii)
the eleven (11) foot wide strip of land needed for right-of-way purposes legally described on
Exhibit "0" attached hereto and by this reference made a part hereof.
IV. City Obligations.
In consideration of JOe agreeing to the tenns and conditions contained in this
Agreement, the City, at its expense, agrees to do the following:
a) Within twelve (12) months from the Effective Date of this Agreement, extend and
connect (Le., "stub in") City water distribution and sewer collection facilities to the boundaries of
the IDe Property in sufficient capacity to reasonably accommodate and guarantee the level of
service capacity required for the Town Center and the JOC Property as developed in accordance
with the site plans for IDC's proposed development of the IDC Property attached hereto as
Exhibit "H". The City shall not be required to extcnd either sewer or water facilities into the
interior portion of the IDC Property unless agreed upon in future written developer agreements.
The City also guarantees sufficient capacity within the sewer and water treatment plants to
reasonably accommodate and guarantee the level of service required for the Town Center and the
JDC Property as developed in accordance with the site plans fOT IDe's proposed development of
the JDC Property attached hereto as Exhibit "H". The City also agrees that no City water or
sewer connection charge will be applied to the IDe Property for putposes of reimbursing the
City for the expense of extending and connecting the City's water distribution and sewer
collection facilities to the IDC Property as described above.
b) At such time as IDC's development of the JOe Property proceeds beyond Phase
I, as defined in the site plans for IDe's proposed development of the IDC Property attached
hereto as Exhibit "R," tbe City shall commence and diligently proceed. to construct through its
completion Hickory Grove Park Boulevard as contemplated by the To\\'Il Center Plan and Town
Center District Code. Provided, however, the obligations of the parties under this Agreement
shall be contingent upon the City successfully entering into a binding purchase contract to
acquire the necessary right-of-way for the segment of Hickory Grove Park Boulevard from the
north right-of-way line of S.R. 434 to the western terminus of the existing thirty (30) foot
Hickory Grove Park Boulevard right-of-way not later than ninety (90) days after the Effective
Date, failing which, either party hereto shall be entitled to cancel this Agreement by written
notice thereof to the other party given not later than one hundred (100) days after the Effective
Date. In connection with such acquisition and right of termination, the City agrees to furnish
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IDC copies of the purchase contract, as amended, relating to such acquisition not later than
n01ety (90) days after the Effective Date. The City acknowledges and agrees that IDC shall be
entitled to exercise the foregoing right of termination in the event the closing date, inspection
period, deposit and/or other terms and provisions of the final purchase contract are not acceptable
to JDC, it being the intention hereof that the purchase contract shall provide IDC strong
assurance that the purchase will actually close in a timely manner and the City will be in a
position to fulfill its obligation to construct Hickory GTove Park Boulevard. Anything herein to
the contrary notwithstanding, the City shall be obligated to actually close on such purchase
transaction not later than eighteen (18) months after the Effective Date of this Agreement
c) TIle City shall, not later than twenty-four (24) months following the Effective
Date, complete the construction of the Main Street Improvements in accordance with the Town
Center Plan and Town Center District Code. The City shall, as part of the construction of Main
Street, install surface/storm water drainage improvements sufficient to accommodate all
surface/sto.rm water drainage from Main Street and from the IDC Property, as developed in
accordance with the Phase ITr site plan for JOe's proposed development of the IDC Property
attached hereto as Exhibit "H. It The City shall promptly commence, and within ninety (90) days
following the Effective Date submit, an application to the St. John's Water Management District,
and expedite to the fullest possible extent the acquisition of a permit for the construction of such
surface/storm water drainage improvements. (Furtber, the City shall furnish IDC a proper
drainage easement in favor of .IDC in recordable form and in keeping with the foregoing
provisions, the precise language of which shall be agreed upon by the parties not later than forty-
five (45) days after the Effective Date of this Agreement.) The City agrees that IDC's engineers
(who shall be qualified and experienced in stormwater engineering and permitting) will be able
to provide input into thc design and permitting process for the stormwater improvements and that
any and all applications and/or submittals to the S1. John's Water Management District will be
subject to reasonable and timely review and approval by JDC's engineers. JDC's engineers shall
complete said review pursuant to the City's reasonable time schedule and shall not unreasonably
wjthhold said approval. The City acknowledges (and agrees) that no portion(s) of the
surface/storm water drainage improvements shall be located on the JDC Property. IDC
acknowledges (and agrees) that following installation of such surface/stann water drainage
improvements, the IDC Property shall be subject to an obligation to contribute to the costs of
maintenance thereof on the same basis as other property owners served thereby under a proper
municipal stormwater utility or equivalent mechanism. The City and IDC shall use their best
efforts to cooperate in the installation of needed infrastructure as provided in tbis subsection IV.
c. and elsewhere in this Agreement as well as JDC's construction of the Phase I improvements on
an expedited basis with the shared goal of realizing the earliest possible opening date for the
Town Center.
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Y- Inclusion of Property in Town Center District.
IDC consents to the inclusion ofthe IDC Property into the Town Center District subject
to the terms and conditions hereof.
VI. Adoption of Town Center District Code.
IDC hereby consents to the adoption of the Town Center District Code and its
applicability to the JDC Property subject to the terms aud conditions hereof.
VTI. Future Land Use Change.
IDC and the City acknowledge that the future land use designation for the IDC Property
shall be Town Center at such time said designation is approved by the City. Specifically, and
without limitation, the parties intend for the future land use designation under the City's
Comprehensive Plan to be amended to accommodate the Town Center District Code. The City
shall diligently process through completion said comprehensive plan amendments and also
effectuate any administrative rezoning necessary to implement the foregoing land use change. All
future land use changes shall comply with the procedures set forth in chapter 163, Florida
Statutes, and the City Code of Winter Springs. In connection with any re-zoning(s) from the
existing C-l zoning of the IDe Property to allow :retail~ office and other uses desired by IDC or
other needed zoning changes or requests, specifically including special exceptiones) for
building(s) having a footprint larger than 20,000 square feet, the City agrees to process JDC's
applications therefor in good faith aud in a prompt, diligent manner.
VTIL Diagramsl"Illustrative Purposes Only".
The City hereby acknowledges that all diagrams and graphics within the Town Center
PIWl and theTo'lNn Center District Code, which are depicted on IDC Property~ are for
"illustrative purposes only" and are intended only to illustrate the intent and concepts of the
Town Center District Code.
IX. Periodic Review.
!bis Agreement shall be subject to periodic review by the parties. Periodically, the City
and IDC agree to cooperate and meet in good faith to discuss the progress made Wlder this
Agreement and whether any amendments should be made to this Agreement in furtherance of
each others' mutual interests. Additionally, during said review, the parties may discuss
proposing amendments to the Town Center District Code which may be needed to promote the
public's interest in creating an economically viable Tow:n Center.
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x. IDC Development Program.
The City agrees and acknowledges that the IDC Property will be allowed to have within
Phase J of its mixed-use project: (i) a grocery store anchor building consisting of approximately
45,000 retail square feet; (ii) up to 130,000 square feet ofadditioDal retail square feet; and (ill) a
parking ratio of up to five (5) spaces per 1,000 retail square feet. JDe's obligations under this
Agreement are contingent upon IDe receiving approvals as contemplated under the Town Center
District Code of (i) final site plans for JOC's proposed development in substantial conformity
with the site plans attached hereto as Exhibit "H" and hereby fully incorporated herein by this
reference, which attachments City staff and the City Commission acknowledge are in general
conformity with the Town Center District Code, and (ii) Large Footprint Special Exception fOT
the 45,000 square foot grocery anchor building appearing on such plans. The City further agrees
to process JDC's applications for all required permits and approvals in good faith and in a
prompt, diligent manner-
Xl. IDC Obligations.
In consideration of the City's undertakings as set forth herein, JDC further agrees that:
a) Provided that IDC is able to secure a grocery anchor and a drugstore for its anchor
users as contemplated under tbe Site Plans included in Exhibit "H" hereto, then
contemporaneo~ly with completion of the grocery anchor and drugstore buildings IDC shall
also construct approximately 41,172 square feet of additional Town Center development
(including 15,120 S.F. drugstore anchor) fronting along Main Street as the balance of Phase I in
the configuration provided in the attached Phase I Site Plan.
b) In the event IDe is not successful in securing each of the grocery anchor and
drugstore for the anchor uses, IDe shall have the right to terminate this Agreement by written
notice thereof.
xu. Cooperation.
IDC aud the City shall cooperate fully with each other to effectuate the terms, conditions
and intentions of this Agreement.
xm. Authority.
Each party hereby represents and warrants to the other that they have full power and
authority to enter into this Agreement. JDC also represents that it is dilly authorized to bind the
JDC Property to the terms and conditions contained in this Agreement provided, however, that in
the event that me does not acquire fee simple ownership of the IDC Property then IDC's
obligations under Sections III and XI of this Agreement may, at the property owner's election, be
nullified, in which event the City's remaining obligations lU1der Section IV above shall be and
become DUn and void and of no further eftect. JDC intends and shall use all reasonable efforts to
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complete the acquisition of the IDC Property pursuant to its existing contract rights. The City
also represents that all requirements and procedw.'es, including public hearings, have been
properly conducted so that the execution hereof by the City shall constitute the final action of the
City.
XIV. Notices.
Any notice required or allowed to be delivered hereunder shall be in writing and shall be
deemed to be delivered when: (a) hand delivered to the official hereinafter designated, or (b)
upon receipt of such notice, when deposited in the United States mail, postage prepaid, eertified
or registered mail, retwn receipt requested, or (c) one day after deposit with a nationally
recognized overnight courier service, e.g. Federal Express, Purolator, Airborne, Express Mail
etc., addressed to a party at the other address as specified below or from time to time by written
notice to the other party delivered in accordance herewith:
IDe:
Mr. Shane Doran
Vice President
IDC CALHOUN, INC.
c/o The James Doran Company
1 051-H Johnnie Dodds Blvd.
Mt. Pleasant, SC 29464
Phone:843~881-7550
Fax: 843-849-6765
With copy to:
Chip Carringto~ Esquire
Lowndes, Drosdick, Doster, Kantor & Reed, P .A.
215 N. Eola Drive
Orlando, Florida 32801
Phone: 407/843-4600
Fax: 407/423-4495
City;
City of Winter Springs
1126 East State Road 434
Winter Springs, Florida 32708
Phone: 407-327-5957
Fax: 407-327-4753
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With copy to:
Anthony A. Garganese, Esquire
City Attorney of Winter Springs
Amari & Theriac, P.A.
96 Willard Street, Suite 302
Cocoa, Florida 32922
Phone: 407 639-1320
Fax: 407-639-6690
xv. Defaults.
Failure by either party to perform each and every one of its obligations hereunder shall
constitute a default, entitling the nondefaulting party to pursue whatever remedies are available
to it under Florida law or equity including, without limitation, an action for specific performance
and/or injunctive relief. Prior to any party filing any action as a result of a default under this
Agreement,. the nondefaulting party shall first provide the defaulting party with written notice of
said default. Upon receipt of said notice, the defaulting party shall be provided a thirty (30) day
opportunity in which to cure the default to the reasonable satisfaction of the nondefaulting party
prior to filing said action. The prevailing party in any litigation arising under this Agreement
shall be entitled to recover its reasonable attorney's fees and costs, whether incurred at trial or
appeal.
XVI. Successors and Assigns.
Ibis Agreement shaH automatically be binding upon and shall inure to the benefit of the
successors and assigns of each of the parties.
XVII. Applicable Law.
This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida.
XVIII. Amendments.
This Agreement shall not be modified or amended except by written agreement duly
executed by both parties hereto.
XIX. Entire Agreement.
This Agreement supersedes any other agreement, oral or written, and contains the entire
agreement between the City and JOC as to the subject matter hereof.
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XX. Severability.
If any provision of this AgretmJ.ent shall be held to be invalid or unenforceable to any
extent by a court of competent jurisdiction, the same shall not affect in any respect the validity or
enforceability of the remainder of this Agreement.
XXI. Effective Date.
This Agreement shall become effective upon approval by the City Commission of Winter
Springs and exC(;Ution of this Agreement by both parties (the "Effective Date").
XXII.
Recordation.
A short form memorandum of this Agreement and any amendments hereto shall be
recorded in the public records of Seminole County, Florida and shall run with the JDe Property.
The memorandum shall be in a form mutually acceptable to the City and IDe.
Relationshi~ of the Parties.
The relationship of the parties to this Agreement is contractual and IDe is an independent
contractor and not an agent of the City. Nothing herein shall be deemed to create a joint venture
or principal-agent relationship between the parties, and neither party is authorized to, nor shall
either party act toward third persons or the public in any manner which would indicate any such
relationship with the other.
XXIII.
XXlV.
Sovereign Immunity.
Nothing contained in this Agreement shall be construed as a waiver of the City's right to
sovereign immunity Wlder Section 768.28. Florida Statutes, or any other limitation on the City's
potential liability under state and federal law.
xxv.
City's Police Power.
The City hereby reserves all police powers granted to the City by law. In no way shall
this Agreement be construed as the City bargaining away or surrendering its police powers. .
XXVI.
Force Majeure.
The parties agree that in the event that the failure by either party to accomplish any action
required hereunder within a specified time period ("Time Period") constitutes a default under the
terms of this Agreement and, if any such failure is due to any unforeseeable or unpredictable
event or condition beyond the control of such party, including, but not limited to, acts of God,
acts of government authority (other than the City's own acts), acts of public enemy or war, riots,
civil disturbances, power failure, shortages of labor or materials, injunction or other court
proceedings beyond the control of such party, or severe adverse weather conditions
9
("Uncontrollable Event"), then, notwithstanding any provision of this Agreement to the contrary,
that failure shall not constitute a default under this Agreement and any Time period proscribed
hereunder shall be extended by the amount of time that such party was unable to perform solely
due to the Uncontrollable Event
xxvu.
Interpretation.
The parties hereby agree and acknowledge that they have both participated equally in the
drafting of this Agreement and no party shall be favored or disfavored regarding the
interpretation of this Agreement in the event of a di spute between the parties.
XXVIII.
Permits.
The failure of this Agreement to address any particular City, cOlmty, state, and federal
permit, condition, term, or restriction shall not relieve IDC or the City of the necessity of
complying with the law governing said permitting requirements, conditions, term, or restriction.
XXIX.
Third party Rights.
This Agreement is not a third party beneficiary contract and shall not in any way
whatsoever create any rights on behalf of any third party-
xxx.
Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so
executed and delivered shall be considered an original agreement; but such counterparts shall
together constitute but one and the same instrument.
XXXI.
Conveyance of the Market Square Parcel by IDC.
All real property conveyances made by IDC to the City pursuant to this Agreement shall
be made by special warranty deed and free of all mortgages, liens, and other title matters which
would unreasonably interfere with the City's use of the Market Square Parcel for the purposes
contemplated under the Town Center District Code.
XXXII.
Declaration of the City Commission of Winter Springs.
The City Commission of the City of Winter Springs hereby finds that this Agreement is
consistent with the City' 5 Comprehensive Plan and land development regulations and is a
legislative act of the City Commission of the City. The City Cormnission further finds that this
Agreement promotes the public health, safety, and welfare and is consistent with, and an exercise
of, the City's powers under the Municipal Home Rule Powers Act, as provided in s. 2(b), Article
VITI of the Florida Constitution and Chapter 166.021, Florida Statutes, and the City's police
powers.
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IN WITNESS WHEREOF, IDC and the City have executed this Agreement in form
sufficient to bind them as of the day and year first above written.
WITNESSES:
IDC CALHOUN, INC.,
a Georgia corporation
Print Name:
By:
Shane Doran, Vice President
Print Name:
CITY OF WINTER SPRINGS,
a Florida Municipal Corporation
By:
Print Name:
Paul P. Partyka, Mayor
Print Name:
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me this day of June, 2000 by
Shane Doran, Vice President of IDe Calhoun. Inc., a Georgia corporation, who executed the
foregoing instrument and acknowledged before me that he executed the same for the uses and
purposes therein expressed and who is personally known to me or who has produced
as identification and who did not take an oath.
(NOTARY SEAL)
Notary Public Signature
Typed or Printed Notary Name
Notary Public-State of Florida
Commission No.:
My commission expires:
11
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this _ day of June, 2000 by
Paul P. Partyka, Mayor of the City of Winter Springs, who is personally known to me and who
did not take an oath.
(NOTARY SEAL)
Notary Public Signature
Typed or Printed Notary Name
Notary Public-State of Florida
Commission No.:
My commission expires:
12
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