2011-47 1
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CONTRACT FOR SALE AND PURCHASE
THIS CONTRACT FOR SALE AND PURCHASE (the "Contract ") is made and entered into on
/�arc�L r -2 3 , 2011, by and between The CITY OF CLERMONT, a Florida municipal
corporation, whose address is 685 West Montrose Street, Clermont, Florida ( "Buyer ") and AY
JALISCO V, INC., whose address is 7340 57 St. Vero Beach, Florida 32967( "Seller "):
NOW THEREFORE, for and in consideration of the premises hereof, the sums of money
to be paid hereunder, the mutual covenants herein contained, and for other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
do covenant, stipulate and agree as follows, to wit:
1. Description of Property. The property that is to be sold and conveyed by Seller and
purchased and accepted by Buyer pursuant to this Contract shall consist of the following, to wit:
That certain real property situate in Lake County, Florida located
at 580 East Highway 50, Clermont, Florida and as described with
particularity on Exhibit "A" attached hereto, together with all
improvements, tenements, hereditaments, rights, privileges and
easements thereunto belonging (hereinafter together referred to as
the "Property ").
2. Agreement to Sell and Option to Purchase. Seller hereby agrees to sell and convey and
Buyer hereby agrees to accept an option to purchase and accept the Property upon the terms and
subject to the conditions set forth in this Contract. The option contained herein shall be subject
to and contingent upon the approval of the City Council of the City of Clermont of the terms and
conditions contained herein. Seller's agreement to sell shall be deemed an irrevocable offer to
sell the Property for a period of forty -five (45) days from the date of Seller's execution of this
Agreement. If the agreement is approved by the City Council of the City of Clermont and
executed by the Mayor, or his designee, on or before the expiration of forty -five (45) days from
the date of execution by the Seller, then this agreement shall be binding on the parties and the
Effective Date shall be the date of execution of the Agreement by the Mayor or his designee. If
this option agreement is not timely approved and executed as provided above, then the option
shall terminate without consequence or obligation to either party.
3. Purchase Price and Method of Payment. Subject to credits, adjustments and prorations for
which provisions are hereinafter made in this Contract, the total purchase price for the Property
to be paid by Buyer and received and accepted by Seller shall be THREE HUNDRED
EIGHTY -EIGHT THOUSAND FIVE HUNDRED DOLLARS ($388,500). Within five (5)
days of the Effective Date, the sum of ONE THOUSAND DOLLARS ($1,000) shall be
deposited in escrow to be held by the Law Firm of DeBeaubien, Knight, Simmons, Mantzaris &
Neal, (escrow agent) subject to the terms and conditions hereof. Upon compliance with all of the
terms and conditions of this Contract, the balance of the purchase price shall be paid by Buyer
and the escrow agent to Seller in United States funds by cash or by wire transfer at the time of
closing.
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4. Title. Within Ten (10) days of the Effective Date of this Contract, the Closing Agent at
Buyer's expense shall deliver an original commitment for title insurance committing to issue an
Owner's policy to Buyer as purchaser of the Property in the amount of the purchase price.
(Hereinafter referred to as the "title report"). Buyer shall select the title company and closing
agent. During the Inspection Period described in Paragraph 6 hereof, Buyer shall determine
whether Buyer is willing to accept title to and acquire the Property from Seller. In the event that
Buyer shall determine that any one or more of the title exceptions set forth in the Title Report
(the "Title Exceptions ") are unacceptable to Buyer in its sole discretion, Buyer shall be entitled
to terminate this Contract by delivering written notice thereof to Seller on or before the
expiration of the Inspection Period, whereupon this Contract shall terminate as provided in
Paragraph 7 hereof. In the event Buyer shall not terminate this Contract as a result of the
investigations and inspections to be performed by Buyer pursuant to Paragraph 6 hereof, then
and in such event Buyer shall be deemed to have approved the Title Exceptions and to have
agreed to accept title to and acquire the Property from Seller subject to the Title Exceptions.
5. Survey. Buyer may have the Property surveyed at its expense during the Inspection Period. If
the survey obtained by Buyer discloses any encroachments or other adverse matters, which are
unacceptable to Buyer in its sole discretion, Buyer shall be entitled to terminate this Contract by
delivering written notice thereof to Seller prior to the expiration of the Inspection Period,
whereupon this Contract shall terminate as provided in Paragraph 7 hereof. In the event Buyer
shall not terminate this Contract during the Inspection Period, then and in such event Buyer shall
be deemed to have agreed to accept title to and acquire the Property from Seller subject to any
matters disclosed by the survey of the Property obtained by Buyer.
6. Investigations and Inspections of Property.
(a) Buyer and its architects, engineers and other agents shall have a period of forty -five (45) days
following the Effective Date, (hereinafter referred to as the "Inspection Period ") within which
to undertake such physical inspections and other investigations of and concerning the
Property as may be necessary in order to evaluate the physical characteristics of the Property,
as well as such other matters as shall be deemed by Buyer to be necessary in order for Buyer
to evaluate the Property and determine the feasibility of Buyer's purchase of the same,
including, without limitation, those matters related to the title to the Property as provided in
Paragraph 4 hereof, and those matters disclosed by any survey of the Property obtained by
Buyer as provided in Paragraph 5 hereof. For such purpose, Seller hereby grants to Buyer
and its agents or assigns full right of entry upon the Property and any part thereof during the
Inspection Period for the purpose of undertaking such inspections and investigations. It is
expressly provided, however, that Buyer and any agent or assignee of Buyer who shall enter
upon the Property pursuant to such right of entry shall, as a condition to the exercise thereof,
be deemed to have agreed, and does hereby agree, to indemnify and save and hold Seller
harmless from and against any and all loss, damage, cost, expense, liability or responsibility
whatsoever (including, without limitation, reasonable attorneys' fees) which may be
occasioned, directly or indirectly, by reason of the exercise of such right of entry upon the
Property, and that such indemnification shall expressly survive both the termination of this
Contract and the closing of the sale and purchase of the Property contemplated by this
Contract.
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(b) Seller shall provide to Buyer, at no cost to Buyer, copies of all reports and analyses that
Seller may have obtained, or been provided, at any time, regarding the subject property
Buyer acknowledges that it will return same to Seller in the event that the transaction
contemplated by this Agreement does not timely close or the Agreement is terminated.
7. Unacceptability of Inspections. In the event that the results of the inspections, investigations,
reviews, feasibility studies and Seller approvals to which reference is made in Paragraphs 4, 5
and 6 above are, in Buyer's sole opinion and within Buyer's sole discretion, unacceptable to
Buyer for any reason whatsoever, and Buyer so notifies Seller of the fact on or before the
expiration of the Inspection Period provided in Paragraph 6 hereof, then at Buyer's option and
upon Buyer's request, Buyer may terminate the Contract without consequence. If the Contract is
terminated by Buyer, it shall be rendered, null and void, and be of no further force and effect and
all parties hereto shall thereupon be relieved and absolved of any further liabilities or obligations
whatsoever to each other hereunder, except with respect to those liabilities or obligations
hereunder which are expressly stated to survive the termination of this Contract.
8. Conveyance of Property. At Closing, Seller shall deliver to Buyer: (i) a duly executed
Special Warranty Deed in recordable form conveying fee simple title to the Property free and
clear of all liens, encumbrances and exceptions except for matters of title accepted by Buyer set
forth in the Commitment; (ii) an assignment from Seller to Buyer in a form acceptable to Buyer,
assigning all of Seller's right, title and interest in all guarantees and warranties pertaining to the
Property and any permits, licenses, plans, authorizations and approvals relating to the Property,
(iii) if applicable, an affidavit from Seller certified to Buyer and to the title company in form
required by Buyer and the title company to delete from Buyer's title insurance policy all
construction liens and possession exceptions and any other exceptions the title company will
delete based on Seller's affidavit; (iv) a certification by Seller which indicates that Seller is not a
foreign person as defined in the Internal Revenue Code; (v) written affirmation that the
representations and warranties set forth in Paragraph 13 hereof remain true at the time of closing;
(vi) a duly- executed Seller's closing statement; (vii) such documents as the title company
requires in order to evidence the authority and good standing of Seller to complete this
transaction; and (viii) other documents reasonably required by Buyer or the title company in
order to consummate the transaction contemplated herein. At Closing, Buyer shall pay to Seller
the Purchase Price of the Property described above.
9. Closing. The sale and purchase transaction contemplated in this Contract shall be closed, the
purchase price paid and the aforesaid closing documents delivered on or before fifteen (15) days
from the expiration of the inspection period, unless extended by the Parties. The closing shall be
completed by a closing agent or attorney as selected by Buyer and shall take place at Clermont
City Hall in Clermont, Florida and at such time as shall be mutually agreed upon between Buyer
and Seller. At Closing, the City Manager of Buyer is authorized on behalf of Buyer to execute
all documents necessary to complete the transaction contemplated herein.
10. Closing Costs. Closing costs shall be paid as follows:
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(a) the Buyer shall pay for recording fees and state documentary stamps as may be
required to be affixed to the Special Warranty Deed, the premium for the owner's title
insurance policy to be issued pursuant to the Commitment, the cost of recording any and
all other documents necessary to deliver good and clear title, and any document
preparation fees of the closing agent.
(b) the Buyer shall pay the cost of any survey or appraisal obtained by Buyer and any
documents or costs associated with financing any portion of the purchase price, if
applicable.
(c) Each party shall pay for their own Attorney Fees.
11. Possession. Possession of the Property shall be delivered by Seller to Buyer at the time of
closing hereunder. Prior to closing and the delivery of possession as aforesaid, Seller shall
remain the owner of the Property and shall bear the risk of all loss of whatever nature, except as
provided in Paragraph 6 hereof with respect to loss occasioned as a result of Buyer's inspections
and investigations of the Property.
12. Prorations. Ad valorem real and personal property taxes for the year of closing shall be
prorated as of the date of closing. If, however, the amount of such taxes for the year of closing
cannot be ascertained, the rates, millages and assessed valuations for the previous year, with
known changes and utilizing full discounts, shall be used as an estimate, and tax prorations based
on such estimate shall be readjusted by Buyer and Seller when the actual tax bills for the year of
sale are received, which obligation shall expressly survive closing for a period of twelve (12)
months.
13. Representations and Warranties of Seller. Seller represents and warrants (which
warranties shall survive the closing hereunder) to the Buyer that:
a. From and after the Effective Date, Seller shall not perform or permit any act or event
that might diminish, encumber or adversely and materially affect the condition of or
title to the Property or Buyer's rights under this Contract.
b. Seller, to ' the best of Seller's knowledge, has not received notice from any
governmental or quasi - governmental body or agency or from any person or entity
with respect to any actual or threatened taking of the Property or any portion thereof
for any public or quasi - public purpose by the exercise of the right of condemnation or
eminent domain, nor does Seller have any knowledge of any such actual or threatened
taking. Further, Seller has not received any notice of any existing or threatened
lawsuit by which any party claims an interest in the Property.
c. Seller, to the best of Seller's knowledge, is in full compliance with requirements of all
governmental authorities with respect to the Property and this Contract. Seller has
not received any notices from any city, county, state or other governmental authority
or other person or entity of violations in respect of the Property.
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d. Buyer, to the best of Seller's knowledge, and without the obligation of due
investigation, has or shall have unobstructed and direct access to the Property on the
date of closing to a dedicated public right -of -way.
e. Seller owns fee simple title to the Property and has full power, right and authority,
and is duly authorized to enter into this Contract, to perform each and all of the
matters and acts herein provided, and to execute and deliver all documents provided
hereunder.
f. Other then has been disclosed to Buyer, there is no tenant or any other occupant of
the Property having any right or claim to possession or use of the Property.
Possession of the Property shall be delivered to Buyer by Seller free of rights or
claims of any tenants, occupants or parties in possession.
g. To Seller's best knowledge, without the obligation of due investigation, there has not
been and there is not now: (i) any presence of any Hazardous Substances (as
hereinafter defined) on, over, under or around the Property; (ii) any present or past
generation, recycling, use, reuse, sale, storage, handling, transport and /or disposal of
any Hazardous Substances on, over, under or around the Property; (iii) any failure to
comply with any applicable local, state or federal environmental laws; (iv) any spills,
releases, discharges or disposal of Hazardous Substances that have occurred or are
presently occurring on or onto the Property or any adjacent properties; or (v) any
spills or disposal of Hazardous Substances that have occurred or are presently
occurring off the Property as a result of any construction or operation and use of the
Property. For purposes of this Paragraph 13, the term "Hazardous Substances" means
and includes, without limitation, any toxic or hazardous substances or materials,
petroleum or other pollutants and substances, whether or not naturally occurring,
including, without limitation, asbestos, radon, and methane gas, generated, treated,
stored or disposed of, or otherwise deposited in or located on or under the Property,
and also includes, without limitation, the surface and subsurface waters of the
Property, and any activity undertaken or hereafter undertaken on the Property which
would cause: (i) the Property to become a hazardous waste treatment, storage or
disposal facility within the meaning of, or otherwise bring the Property within the
ambit of, the Resource Conservation and Recovery Act of 1976 ( "RCRA "), 42 U.S.C.
6901 et seq., or any similar state law or local ordinance; (ii) a release or threatened
release of hazardous waste from the Property within the ambit of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ( "CERCLA "), 42
U.S.C. 9601 -9657, or any similar state law or local ordinance or any other
environmental law; (iii) the discharge of pollutants or effluent into any water source
or system, or the discharge into the air of any emissions which would require a permit
under the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq., or the Clean
Air Act, 42 U.S.C. 7401 et seq., or any similar state law or local ordinance; or (iv)
any substances or conditions in, on or under the Property which may support a claim
or cause of action under RCRA, CERCLA or any other federal, state or local
environmental statutes, regulations, ordinances or other environmental regulatory
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requirement, including the presence of any underground storage tanks or underground
deposits located on the Property.
h. Seller, to the best of Seller's knowledge, has received no notice, and has no
knowledge, of any existing or pending special assessments affecting the Property
which may be assessed by any governmental authority, water or sewer authority,
drainage district or any other special taxing district or other entity.
i. There is no litigation, investigation or proceeding pending or to the best of Seller's
knowledge threatened or any other condition which relates to or affects the Property
or which would impair or otherwise adversely affect this Contract, Seller's
performance hereunder and/or Buyer's intended use of the Property.
j. Seller has not entered into any other contracts, agreements or understandings, verbal
or written, for the sale or transfer of any portion of the Property.
k. Seller has not made and has no knowledge of any commitments to any governmental
unit or agency, utility company, authority, school board, church or other religious
body, or to any other organization, group or individual relating to the Property which
would impose any obligations upon Buyer to make any contributions of money or
land or to install or maintain any improvements, except as may be set forth in the
Commitment.
1. To the best of Seller's knowledge, without the obligation of due investigation, all
roads abutting the Property are dedicated public roads and the deed to be delivered to
Buyer at Closing hereunder is the only instrument necessary to convey to Buyer: (i)
full access to and right to freely use such roads; and (ii) all rights appurtenant to the
Property in such roads.
m. To the best of Seller's knowledge, without the obligation of due investigation, the
Property has not been registered or certified as "historic" by any local, state or federal
governmental entity or historic commission.
n. Seller, if other than an individual, is a duly- organized entity under the laws of the
State of Florida and has authority to execute this Contract, and this Contract is
binding on Seller.
'o. To the best of Seller's knowledge and belief, no representation, statement or warranty
by Seller contained in this Contract or in any exhibit attached hereto contains or will
contain any untrue statements or omits or will omit a material fact necessary to make
the statement of fact therein recited not misleading. -
p. To the best of Seller's knowledge, neither the execution and delivery of this Contract,
nor compliance with the terms and conditions of this Contract by Seller, nor the
consummation of the sale, constitutes or will constitute a violation or breach of any
agreement or other instrument to which it is a party, to which it is subject or by which
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it is bound. The statements and representations of Seller set forth in this Contract
shall be true and reaffirmed in writing at the Closing and shall survive the Closing.
If, after the Effective Date, any event occurs or condition exists of which Seller has
knowledge or about which Seller receives information which renders any of the representations
contained herein untrue or misleading, Seller shall promptly notify Buyer in writing and Buyer
shall thereafter have the option to terminate this Contract prior to closing, in which event all
payments made by Buyer to Seller shall remain the sole property of Seller, this Contract shall be
deemed null and void and Buyer and Seller shall be relieved from all liabilities and
responsibilities hereunder except as specifically provided otherwise herein.
14. Conditions Precedent to Closing. Buyer's obligation to close the sale and purchase
transaction contemplated in this Contract shall be and is expressly conditioned upon all
warranties of Seller described in Paragraph 13 being true and correct at the time of closing
without any breach or breaches of the same by Seller, and upon all obligations of Seller provided
in this Contract being fully performed by Seller, °having occurred or being waived by Buyer in
writing prior to or at closing.
15. Default. In the event that Buyer fails to close on the purchase of the subject property, and
subject to the title, survey and inspection periods set forth in Paragraphs 4, 5 and 6, any Ernest
Money Deposit shall become the sole property of Seller. Seller's retention of the deposit shall
constitute liquidated damages and be Seller's sole remedy for any breach of this Contract by
Buyer, it being agreed that (i) the deposit is a reasonable estimate of and bears a reasonable
relationship to the damages that would be suffered and costs incurred by Seller as a result of
having withdrawn the Property from sale and the failure of closing to occur due to a default of
Buyer under this Contract; (ii) the actual damages suffered and costs incurred by Seller as a
result of such withdrawal and failure to close due to a default of Buyer under this Contract would
be extremely difficult and impractical to determine; (iii) Buyer seeks to limit its liability under
this Contract to the amount of the payments made, if this Contract is terminated and the
transaction contemplated by this Contract does not close due to a default of Buyer under this
Contract; and (iv) such amount shall be and constitute valid liquidated damages. If the Seller
fails to perform any of the covenants of this Contract on its part to be performed, Buyer may at
its option: (i) terminate this Contract whereupon the payments made by Buyer to Seller shall be
returned and Seller shall be released and relieved of all obligations or liabilities under this
Contract; or (ii) proceed in equity in an action for specific performance to enforce its rights under
this Contract.
16. Litigation and Attorneys' Fees. In the event it shall be necessary for either party to this
Contract to bring suit to enforce any provision hereof or for damages on account of any breach of
this Contract or of any warranty, covenant, condition, requirement or obligation contained
herein, the prevailing party in any such litigation, including appeals, shall be entitled to recover
from the other party, in addition to any damages or other relief granted as a result of such
litigation, all costs and expenses of such litigation and a reasonable attorneys' fee as fixed by the
Court.
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17. Survival of Provisions. The provisions of this Contract shall not survive the closing
hereunder except as expressly provided elsewhere in this Contract.
18. Time of Essence. It is expressly agreed by both the Seller and Buyer that time is of the
essence of this Contract and in the performance of all conditions, covenants, requirements,
obligations and warranties to be performed or satisfied by the parties hereto. Waiver of
performance or satisfaction of timely performance or satisfaction of any condition, covenant,
requirement, obligation or warranty by one party shall not be deemed to be a waiver of the
performance or satisfaction of any other condition, covenant, requirement, obligation or warranty
unless specifically consented to in writing. Unless otherwise expressly provided herein, all
periods for performance, approval, delivery or review and the like shall be determined on a
"calendar" day basis. If any day for performance, approval, delivery or review shall fall on a
Saturday, Sunday or legal holiday, the time therefor shall be extended to the next business day.
19. Notices. Any notice or other communication permitted or required to be given hereunder by
one party to the other shall be in writing, shall be effective upon receipt and shall be delivered by
registered or certified United Sates Mail, postage prepaid, return receipt requested, or by
facsimile or telecopy transmission, with acknowledgment of receipt upon transmission, to the
party entitled or required to receive the same, as follows:
TO SELLER: AY JALISCO V, INC.
C/O Gloria Huitron
7340 57 St.
Vero Beach, Florida 32967
TO BUYER: City of Clermont
P.O. Box 120219
Clermont, FL 34712
Attn.: City Manager
WITH A COPY TO: De Beaubien Knight, Simmons, Mantzaris &
Neal, LLP
332 North Magnolia Avenue
Orlando, Florida 32801
Attention: Daniel F. Mantzaris, Esquire
Phone: (407) 422 -2454
Fax: (407) 992 -3541
20. Governing Law and Binding Effect. This Contract and the interpretation and enforcement
of the same shall be governed by and construed in accordance with the laws of the State of
Florida and shall be binding upon, inure to the benefit of, and be enforceable by the parties
hereto as well as their respective heirs, personal representatives, successors and assigns.
21. Integrated Contract, Waiver and Modification. This Contract represents the complete and
entire understanding and agreement between the parties hereto with regard to all matters
involved in this transaction and supersedes any and all prior or contemporaneous agreements,
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whether written or oral. No agreements or provisions, unless incorporated herein, shall be
binding on either party hereto. This Contract may not be modified or amended nor may any
covenant, agreement, condition, requirement, provision, warranty or obligation contained herein
be waived, except in writing signed by both parties or, in the event that such modification,
amendment or waiver is for the benefit of one of the parties hereto and to the detriment of the
other, then the same must be in writing signed by the party to whose detriment the modification,
amendment or waiver inures.
22. Brokerage. Seller and Buyer acknowledge that no broker or finder has been employed by
Buyer or Seller, therefore, Seller and Buyer warrant to each other that no commissions are
payable or due to any broker or finder in connection with this Contract or the transaction
contemplated herein and Seller and Buyer each agree to indemnify, defend and hold the other
harmless from and against any commissions or fees or claims for commissions or fees arising
under the indemnifying party, which indemnification shall expressly survive the termination of
this Contract and the closing of the sale and purchase of the Property contemplated by this
Contract.
23. Effective Date. The "Effective Date" of this Contract shall be the date upon which this
Contract is signed by the Buyer after approval of the City of Clermont City Council.
24. Counterparts. This Contract may be executed in counterparts by the parties hereto and each
shall be considered an original, but all such counterparts shall be construed together and
constitute one Contract between the p arties hereto.
25. Interpretation. Seller and Buyer acknowledge each to the other that both they and their
counsel have reviewed this Contract and that the normal rule of construction to the effect that
(Remainder of page intentionally blank)
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any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation to this Contract or any Exhibits hereto.
IN WITNESS WHEREOF, Seller and Buyer have each caused this Contract for Sale
and Purchase to be executed as of dates set forth below.
BUYER:
As to option right contained herein and
subject to City Council approval:
Wayne d, City Manager
Date: 3 Z 3 - zz
Attest: / The City of Clermont,
01. a Florida municipal corporation
By: .// BylIPA
Tracy,Ackroyd, City Clerk H.r . urville, Jr, Mayor
Date: 3- 23 - (
SEL 9 ' AY JALISCO V, IN _
■
• By 0 ., O L ' , By: :j •
Pedro - , Vi\ e President Gloria Huitro Pre ident
a
hi eV cure: Date: 3 17 I(
As to acknowledgment of receipt of deposit:
deBeaubien, Knight, Simmons,
Mantzaris & Neal, LP
Escrow Agent
Daniel F. Mantzaris
Date:
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any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation to this Contract or any Exhibits hereto.
IN WITNESS WHEREOF, Seller and Buyer have each caused this Contract for Sale
and Purchase to be executed as of dates set forth below.
BUYER:
As to option right contained herein and
subject to City Council approval:
Wayne Saunders, City Manager
Date:
Attest: The City of Clermont,
a Florida municipal corporation
By: By:
Tracy Ackroyd, City Clerk Harold Turville, Jr, Mayor
Date:
SELLER: AY JALISCO V, INC
By: _ By:
Pedro Navarez, Vice President Gloria Huitron, President
Date:
As to acknowledgment of receipt of deposit:
deBeaubien, Knight, Simmons,
Mantzar`is - Ei 7 - 71 _ •
. . t
tar
Daniel F. Mantzaris
Date:
10
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