2014-236s:\legal\our documents\ordinances\14\dart license agreement ordinance.CIOCX
ORDINANCE NO. 2� 14-236
AN ORDINANCE PROVIDING AUTHORIZATION FOR AND RATIFICATION OF A
LICENSE AGREEMENT WITH DALLAS AREA R.APID TRANSIT FOR THE PURPOSES
OF CONSTRUCTING, 1NSTALLING, MAINTAINING, AND OPERATING A SANITARY
SEWER L1NE CROSSING THE NORTHWEST DENTON LINE NORTHWEST OF
LAKEVIEW BLVD.; AND, PROVIDING AN EFFECTIVE DATE.
WHEREAS, after due consideration of the health, safety and welfare of its citizens;
NOW, THEREFORE:
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The City Council finds that:
A. 4984 Partners, Ltd., ("Developer") is the owner of real property in the City
of Denton, Denton County, Texas, described as Lot 1, Block A, Classic Cars Addition, an
Addition to the City of Denton, Denton County, Texas, according to the plat recorded at
Document No. 2014-266, Plat Records, Denton County — County Clerk, Denton County,
Texas ("Property").
B. The Property is suitable for development but was without sewage disposal
services.
C. The City owns and operates sanitary sewer systems throughout the city
("City Sewer Systems").
D. The Developer, at its sole cost and expense, has designed, constructed (or
will have constructed) and installed (or will have installed) the necessary valves, services,
sewage pumping station, force main, gravity sewer mains, manholes, laterals and other
needed improvements at its expense to provide sewage disposal service to the Property
through the City Sewer Systems.
E: To obtain sewage disposal service to the Property the Developer has
installed (or will have installed) a sanitary sewer line from the Property through City park
property and under Dallas Area Rapid Transit ("DART") rail property and connect the
same to the City Sewer Systems.
F. To accommodate the connection of the sanitary sewer line from the
Property to the City Sewer Systems the City granted permission to the Developer to
construct the sanitary sewer line on City park property and obtained a license from
DART for the same to be constructed under DART rail property.
G. The license agreement between the City and DART requires that the
license agreement be renewed annually and that an annual license fee not less than
s:\legal\our documents\ordinancesU4\dart license agreement ordinance.C�OCX
$1,695.00 be paid by the City ("License Agreement"; A copy of the License Agreement
is attached as Exhibit "A".).
H. The sanitaxy sewer line constructed by Developer on City park property
and under DART rail property is for the sole and exclusive use of the Property. However,
after the completion and construction of the sanitary sewer line, the portion of the
sanitary sewer line located on City park property and DART rail property will be owned
and maintained by the City.
I. In order to provide sewage disposal services to the Property the Developer
has agreed to reimburse the City for each annual license fee the City pays to DART.
J. The only reason the City has entered into the License Agreement with
DART is the agreement of the Developer to reimburse the City for each annual license
fee it pays to DART.
SECTION 2. The City Council of the City of Denton authorizes and ratifies the License
Agreement between the City of Denton and Dallas Area Rapid Transit for the purposes of
constructing, installing, maintaining and operating one 3-inch sanitary sewer line within one 8-
inch steel casing crossing the Northwest Denton Line approximately 1,723 feet northwest of
Lakeview Blvd. The City Manager, or his designee, is authorized to execute this License
Agreement on behalf of the City.
SECTION 3. The City Council does approve, ratify, affirm and accept the action taken
by the City Manager on July 16, 2014 in executing the License Agreement, attached as Exhibit
"A," on behalf of the City. This ratification by City Council does in all aspects affirm, approve
and confirm the execution of License Agreement as if it were by the adoption of this Ordinance
on that date.
���TION 4. To the extent any other Ordinance or Resolution is inconsistent with the
provisions herein it is repealed and superseded by the provisions of this Ordinance.
SECTION 5. This ordinance shall take effect from and after its adoption and relate back
and give full effect and lawful authority to the action of the City Manager executing the License
Agreement on July 16, 2014.
PASSED AND APPROVED this the ��� ,�� � day of �� .��'�'�� � , 2014.
�.
�``�. �
� �
CHRIS WATTS, MAYOR
s:\legal\our documents\ordinances\14\dart license agreement ordinance.C�OCX
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
:
AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
Exhibit A
AGREEMENT NO. 220719
LICENSE AGREEMENT
THIS Agreement ("License"), is made by and between DALLAS AREA RAPID TRANSIT
("Licensor"), a regronal transportation authority, created, organized and existing pursuant to Chapter 452,
Texas Transportation Code, as amended (the "Act") and C1TY OF DENTON ("Licensee"), a Texas home
rule municipal corporation acting herein by and through its duly authorized o�cial, whose mailing
address is 215 E. McKinney Street, Denton, Texas 76201.
Pursuant to an agreement between Licensar and Dallas, Garland and Northeastern [tailroad
Company, (hereinafter the "Railroad"), freight railroad operations exist on Licensor's corridor. Pursuant
to an agreement between Licensor and Denton County Transportation Authority (DCTA), passenger
operations exist on Licensor's corridor, Licensor contracts with Herzog 'fransit Services, Inc. to provide
the DCTA passenger service and Railroad maintenance.
l. Purpose. Licensor hereby grants a license (the "License") to Licensee for the purposes of constructing,
installing, maintaining aild operating one 3-inch HDPE sanitary sewer line within one 8-inch steel casing
(the "Permitted Improvement") crossing the Northwest Denton Line approximately 1,723 feet northwest
of Lakeview Boulevard, at Mile Post 726.23, in Denton, Denton County, Texas, more particularly
described as shown in E�chibit "A", dated June 2014, attached hereto and incorporated herein for all
pertinenC purposes, (the "Property").
The Property shall be used by Licensee solely for the purpose of operating and maintaining the
Permitted [mprovement (tl�e "Yermitted Use"). Licensee's rigltt to enter upon and use the Property shall
be limited solely to the Permitted Use and the Permitted Improvement.
2. Term. 1'he effective date ("Effective Date") of this License shall begin ou the later of the dates when
signed by the Licensor or Licensee.
2.01. Primary Term. The primary term of this License shall be one (1) year from the Effective
Date of the same, and renewable annually as provided herein.
2.02. Right to Renew. The Licensee sl�all have the right to renew tlie License annually.
2.03. Renewal Presumed. This License is presumed to be renewed annually, subject to the
payment of the consideration as required herein, , unless tl�e Licensee gives written notice to Licensor of
earlier terminatinn no later than ninety (90) days prior to the expiration of Che term.
3. Consideration.
3.01. The consideration for the granting of this License shall be (a) payment by Licensee to
Licensor the sum of ONE THOUSAND SIX HUNDRED NINETY FIVE AND NO/100 ($1,695.00)
DOLLARS per annum, payable annually in advance (the "License Fee"), and (b) the performance by
Licensee of each of tlle obligations undertaken by Licensee in this License, PROVIDED, HOWEVER,
that the "License Fee" shall be adjusted annually as follows;
a) The adjustment and chaage in the License Fee sl�all be determined according to the cost of
living changes in the Consumer Price Index for All Urban Consumers —(CPI-U), Dallas-Fort
Worth, TX., "All ltems", as published by the Bureau of Labor Statistics, U.S. Department of
Labor (the "CPI Index").
Denton-NW of Lakeview 131vd,
Sanitary Sewer Line Page I of 6 Mile Post 726.23
b) The CPI Index figure for the rnonth of July 2014 is hereby fixed and established as the Base
lndex Figure in the computation of adjustment of rentals herein provided. At tl�e
commencement of each annual period as provided herein, the CPI Index for the month of
Maroh of such year shall be ascertained and noted and the rent for the next annual period
shall be adjusted by increasing or decreasing the License Fee, percentage-wise as the CPI
Index for the montl� of March has increased or decreased as compared with the l3ase Index
Figw�e as herein fixed, PROVIDED HOWEVGR, that w�der no circumst�nces shall the
License Fee ever be less than $1,695.00 per year.
c) If any time during the term hereof the U.S. Bureau of Labor Staristics shall discontinue the
issuance of the CAl Index, tl�e parties sliall use any otl�er skandard nationally recognized cost-
of-living index for the Dallas-Fort Wortl� area cl�en issued and avAilable, which is published
by the U.S. Government.
d) Acceptance of any License Fee by Licensor after written notice of termination or expiration
of this License shall not waive, reinstate, continue or extend the terms of this License.
e) lt shall be the obligation of the Licensor to calculate tl�e License Fee annually and invoice the
Licensee 30 days prior to each anniversary date of tlie Effective Date of this License. The
invoice shall be mailed to the Director of Finance, City of Denton, 21 S E. McKinney St.,
Denton, Texas 76201.
3.02. The payment shall be due on each anniversary date of the Effective Date of this License.
3.03. Acceptance of any License Fee by Licensor after written notice of termination or
expiration of tliis License shall not waive, reinstate, continue or extend tl�e term of this License.
3.04. Any payment not received by Licensor by tl�e lOth day After it is due, shall bear a late
charge of $25.00 to help offset the administrative cost involved in handling such late payment, For any
payment not received by Licensor by the 15th day after it is due, sucli payment shall bear interest at the
rate of 18% per annum from the date it was due ui�til it is paid, in addition to the Iate charge.
4. Non Exclusive Lieense. This License is non-exclusive and is subject to (a) any existing utility,
drainage or communication facility located in, on, under, or upon tl�e Property owned by Licensor, any
Railroad, utility, or communication compAny, public or private; (b) all vested rights presently owned by
any Railroad, utility or communication company, located witl�in the boundaries of tlie Property; and (c)
a�iy existing lease, license or other interest in tlie Propeity granted by Licensor to any individual,
corporation or other entity, public or private.
5. Design, Construction, Operation and Maintenance. Licensor's use of the Property and
Adjoining property may include the use of electrically powered equipment. Notwithstanding Licensor's
inclusion within its system of inelsures designed to reduce stray current which may cause corrosion,
Licensee is hereby warned that sucl� measures may not prevent electrical current being present i�
proximity to tlle Permitted lmprovement and that such presence could produce corrosive effects to
tt►e Permitted Improvement. Licensec waives any claim and releases Licensor with regard to any
claim arising from such corrosion.
5,01. All design, construction, reconstruction, replaceinei�t, removal, operation and
maintenance of the Permitted Improvement on the Property shall be done in such a manner so as not to
interfere in any way witl� tlie operations of Licensor or other Railroad operations. ]n particular, cathodic
protection ar otlier stray current corrosion control measures of tlie Permitted Improvement as required
--�- — _.� _ �...._�
. .___� ..._ _.._..........., _ e _ .� � _ ..�._
Denton-NW of Lnkeview E31vd�
Sanitary Scwcr Line Pnge 2 of 7 Mile Post 726.23
shall be made a part of the design and construction of the Permitted Improvement.
5.02, During the design phase and prior to commencing any construction on the Property, a
copy of the construction plans sl�owing the exact location, type aiid deptl� of tlie construction, any
cathodic protection measures and any working area, sliall be submitted for written approval to Licensor
and Railroad. Such approval shall not be unreasonably withheld. No work shall commence until said
plans have been approved by Licensor,
5.03, Licensee agrees to design, construct and maintain the Permitted [mprovement in such a
manner so as not to create a hazard to the use of cl�e Property, and further agrees to pay any damages
which may arise by reason of Licensee's use of tl�e Property.
5.04. Licensee covenants and agrees to institute and maintain a reasonable testing program to
deterinine wlletl�er or not additional cathodie protectioii of its Permitted Improvement is necessary and if
it is or sliould become necessary, sucl� protection sliall be immediately instituted by Licensee at its sole
cost and expense.
5.05. Licensor makes no warranty regarding subsurface instnllations on the Pro�erty.
Licensee shall conduct its own inspection of same ancl will not rely on tl�e absence or presence of
markers,
5.0G. Licensee shall provicle to Licensor final construction drawings ("as-builts") tl�at are
signed and sealed by a Texas Professional Engineer witl�in sixty ("60") days of com�letion of thc
project.
6. Governmentnl Approvals. Licensee, at its sole cost and expense, shall be responsible for and
sliall obtain, any and all licenses, permits, or other approvals fi•om any and all governmental agencies,
federal, state or local, required to carry on any activiry permitted Merein.
7. Licensor's Standard Contract and Insurance. No work on the Property shall be commei�ced
by Licensee or any conlractor for Licensee until such Licensee or contructor shall have executed Licensor
's ��nstr�rciic�n t������az��nt and Contractor's Right of �n1ry covering such work, and has furnished
iras�ar°���c� c�ver�a�e ia� s��t� amounts and types as shall be satisfactory to Licensor. A company-issued
�1�eatsa icies�tM�'"scutica�� �f t_>N�ensee's employees, eontractors or agents shall be required to work on the
Property.
8. Duty of Care in Construction. Licensee c��� it� ����tr°�tct��° sl�}�ll �as� �'�asarr��il� c��'�: �i��rii��, tl��
construction period and thereafter, to avoid damagi4�� �ts�}� e�isti��� 4�ax�l��i���, �c�uip�tier1t ���ci v��ct�ti�a��
on or about the Aroperty and auy adjacent propertyr c���y�ue9 I�y� ar t���ci�r' tl�� c;c�satrc�l c��" �.gc�rjscsr. !f t���
Licensee or its contractor causes damage to the Pro���r�t�� s��° �r���� �cij,�c�i�c }��'�����'�y', ���� �����'���'� �'t����' �t�
contractor shall immediately replace or repair the dni��e��;c att i�r� �o�i ��r e����r�s� i� l�ie��i�r��'a t!' S�rc:�lj���
or its contractor fails or refuses to make or effect an� �ws�.1'� rt��is° �ar r�c���l�c�ir�eo�t, �.ic�r�s��' si�ntl l�ar�e tl��
right, but not the obligation, to make or effect any s�c�k� s°r:��ssir c�� r�a�l��������it zmt t�,� ��f� c�;�z ���€� �'�1�!��i��
of Licensee, which cost and expense Licensee agree� t� J��y tc� Li���ts4�c ti�c��� ��������1��•
9. Environmental Protection.
9.01. Licensee shall not use or permit th� ���c c►t` tl�� I'd°���erty fca�• �ny �ur��s� tk�¢�t i����' ��� i�i
violation of any local, state or federal laws pertai�ai�n� i�� laa �Iti� t�r t9�e c��r�ai�'ca��n�e��t, i��c��st�Gri�, ��►� �1�1
limited to, tlie Comprehensive Environmental Res���i���, C�as���a�r�satins� �A�ci Li�l�i{ity A�c ("��i��'I��'"}_
the Resource Conservation sild Recovery Act ("RC��"�, ti7� f:1����7 'V����ta.s' ,++��t C"�''�+'i�"} �t�'�� �x��'�E����
Air Act ("CAA").
_ w��._ �.�a.— .���. �._ _. �.a
Denlon-NW of Lakeview [ilvd.
Sanitary Sewer Line Page 3 of 7 Mile Pos1726.23
9.02. Licensee warrants that the Permitted Use of the Property will not result in the disposal or
otl�er release of any hazardous substance or solid waste on or to the Properly, and that it will take all steps
necessary to ensure that no sucl� hazardous substance or solid waste will ever be discharged onto tl�e
Property by Licensee or its Contractors. .
9,03. Tl�e ter�ns "liazardous substance" and "release" shall have the meuiiings specified in
CERCLA and the terms "solid waste" and "disposal" (or "disposed") shall have tlie meanings specified in
the RCRA; PROVIDED, HOWEVER, that in the event eitl�er CERCLA or RCRA is ameiided so as to
broaden the meaning of any term defined tliereby, such broader ►neaning sliall apply subsequent to the
effective date of such Amendment; and PROVIDED FURTHER, that to the extent that the laws of the
State of Texas establisli a meaning for "hazardous substance", "release", "solid waste", or "disposal",
which is broader than that specified in either CERCLA or RCRA, such broader meaning shall apply.
9.04. Licensce sliall indemnify, defend and holcl Licensor, Railro�d, DCTA and Herzog
Transit Services, Inc, harmless, to the extent allowed by law applicable to TexAS I�ome-rule
municipAlitics, against all cost of euvironmental clean up to the Property resulting f'rom Licensee's
use of the Property under tl�is License.
10. Mechanic's Liens Not 1'ermitted. Licensee shall fully pay for all labor and materials used in,
on, or about the Property and will not permit or suffer any mechanic's or materialmen's liens of any nature
to be affixed agaiiist tl�e Property by reason of any work done or materials furnislied to the Property at
Licensee's instance or request.
11. Maintenance of Completed Improvements. The Permitted Improvement shall be maintained
by tfie Licensee in such a manner as to keep the Property in a good and safe condition with respect to
Licensee's use. In the event the Licensee fails to maintain tl�e Property as required, upon discovery,
Licensor shall notify Licensee of such occurrence in writing. ln the event Licensee shall not have
remedied tl�e failure witliin teii (10) days from the date of such notice, Licensor shall liave the right, but
not the obligation to remedy such failure at the sole cost And expense of Licensee. ln the event Licensor
exercises its rigl�t to remedy Licensee's failure, Lice�isee agrees to immediately pay to Licensor all costs
incurred by Licensor upon demand.
l2. Futorc Use by Licensor.
12.01. This License is made expressly subject and subordinate to tlie right of Licensor to use tl�e
Property for any purpose whatsoever.
12.02. In the event that Licensor sl�all, at any time subsequenr to tl�e date of this License, at its
sole discretion, determine that the relocation of the Permitted Improvement shall be necessary or
convenient for Licensor's use of the Property, Licensee shall, at its sole cost and expense relocate said
Permitted Improvement so as not to interfere with Licensor 's or Licensor 's assigns use of the Property.
]n this regard, Licensor may, but is not obligated to, designate other property for the relocation of tlie
Permitted [tnprovement. Licensor shall give a minimum of one hundred eighty (180) days writien notice
of any required relocation. Licensee sliall promptly commence to make the required cl�anges tllereafter
and sl�all diligently complete tl�e relocation as required within a reasonable period.
]3. Relocution BeneCts. The parties hereto agree that the coi7s�N°i���io�i �f° ti�� 1'����t�it�eci
Improvement an the Property shs�ll be subsequent to the acquisition of the �'r���c��ty la�+ 1�����asr�c �wrcl �li�k
Licensee does hereby waive any and all claim that it may have under the A�t, t�x` �t9�cr�vs��, �'��,�r�isx�; �I�c
paymeiit of any and all relocation benefits and that all costs nssociated ��it�a r��}y ��u9���.ati�i� c��' sc�ct�
Improvements sl�all be borne by Licensee.
_._�.��. �—.0 �.� _ r..�.,m _.._,..,..m� ......._. _.s..�
Denton-NW of Lakevie�v Blvd.
Sanitary Sewcr Linc Pngc 4 of 7 Mile Post 726.23
14, Duration of License. Tl�is License sl�all terminate and be of no further force and effect (a) in the
event Licensee shall discontinue or abandon the use of tfie Permitted Improvement; (b) in the event
Licensee shall relocate the Permitted ]mprovement from the Properly; (c) upon termination in accordance
with paragraph 19 of this License, whichever event first occurs.
15. Comnliance With Laws and Regulations. Licensee agrees to abide by and be governed by
all laws, ordinances and regulations of any and all governmental entities having jurisdiction over
the Licensee and by railroad regulations, policies and operatiag procedures established by thc
Railroad, or other applicable rAilroad regulating bodies, and Licensee agrees to indemnify and hold
Licensor I�armless, to the extent Allowed by Istw apPlicable to Texas home-rule municipalities, from
any failure to so abide and all actians resulting thercfrom.
l6. Indemnircation. Licensee shall at all times protect, indemnify, defend and hold Licensor
and the Railroad harmless, to the extent allowed by law applicable to Texas home-rulc
municipalities, against and from any and all loss, cost, damage or expense, including attorney's fees
and including, without limitation, cluims of negligence, arising out of this License (including by
exam�le and not limitation, Licensee's acts or failure to act hercunder), Licensee's use in any way
of the Property, or arising 1'rom any accident or other occurrence on or about tl�e Property,
resulting in personal injury, deatl�, or property damagc, except to the extent fault is jud[cially
determined against Licensor.
17. Termination of License. At sucll time as tliis License may be terminated or canceled for any
reason wl�atsoever, Licensee, upon request by Licensor, sl�all remove all improvements and
appurtenances owned by it, situated in, on, under or attached to the Aroperty, regardless of whether or not
such improvements were placed thereon by Licensee, and shall restore the Property to a condition
satisfactory to Licensor, at Licensee's sole expense,
18. Assignme�it. Licensee sliall not assign or transfer its rigl�ts under tl�is License iti whole or in
part, or permit any other person or entiry to use the License hereby granted without the prior written
consent of Licensor whicli Licensor is under no obligAtion to grant.
19
20
Methods oP Termination. This License may be lerminated in either of tlie following ways:
19.01. By written agreement of both parties; or
19.02. By eitlier party �iving tl�e other party one I�undred eighty (180) days written notice; or.
19.03. By expiration of tl�e term of the License without further renewAl.
Miscelluneous.
20.01. Notice. When notice is permitted or required by this Licei�se, it shall be in writing and
shall be deemed delivered when delivered in person or when placed, postage prepaid, in the U.S. Mail,
Certified, Return Receipt Requested, a��d addressed to the parties at tl�e following addresses:
LICENSOR: Dallas Area Rapid Transit OR
1401 Pacific Avenue
Dallas, Texas 75202-7210
ATTN: Ruilraad Management
____ ___._._�.
. _ �� ��.
Denton-NW oFLakeview Dlvd,
Sanitary Sewer Line Page 5 of 7
P. O. Box 6G0163
Dallas, Texas 75266-7210
Milc Post 726.23
LICENSEE: City of Denton
215 E. McKinney Street
Denton, Texas 76102
Either party may from time to time designate another and different address for receipt of notice
by giving written notice of such change of address.
20.02. GoverningLaw. Tl�is License shall be construed under and in accordance with the laws
of the State of Texas.
20.03. Entiretv and Amendments. This License embodies the entire agreement between the
parties and supersedes all prior agreements and understaiidings, if any, relatin� to the Property and tlle
matters addressed herein, and may be amended or supplemented only by a written instrument executed by
the party against whom enforcement is sought.
20.04. Parties Bound. This License sl�all be binding upon and inure to the benefit of the
executing parties and their respective I�eirs, personal representatives, successors and assigns.
20.05. Number and Gender. Words of any gender used in this License shall be held and
construed to include any other gender; and words in the singular sl�all include tl�e plural and vice versa,
unless the text clearly requires otherwise.
20.06. No Joint Enterprise. The parties do not intend that tl�is License be construed as finding
that tl�e parties liave forn�ed a joint enterprise. `fl�e purposes for which each party has entered into this
License are separate and distinct. It is not the intent of any of the parties that a joint enterprise
relationship is being entered into and the parties liereto specifically disclaim such relationship. This
License does not constitute a joint enterprise, as tliere are no common pecuniary interests, no common
purpose and no equal riglit of control among the parties liereto.
20.07. Counterparts. The parties may execute tl�is Agreement in multiple originals and wiien
taken together, those originals constitute a wl�ole,
�.ad.� �.Ae__. .�. �_.� ��...�.�
Denton-NW of Lakeview E31vd, �
Sanitary Scwer Line Pnge 6 of 7 Mile Post 726.23
IN WITNESS WHEREOF, tl�e parties I�ave executed this License in multiple originals on the date last
signed,
LICENSOR: DALLAS AREA RA,PID TRANSIT
,
BY: i��.��'',t.,a., t �
�1(�� A DE LA C�AR�A� �IVARRO
Vice President
Co����7�4j i- Rail & Railroad `��ia��r���:r�i
Date: / ' � % �
LICENSEE: CITY OF DENTON
��a�..
�� ��-
� � �� � .��
A
� � �
BY; _�`�.�, �, � r _.__._
.,_. __. __ _ _
GEORGE C. CAMPBELL
City Manager
�
Date: �'�,�"�_�'' � ; .��'.�_ � a�1
�.�
r� °LL�
Denton-NW ofLakeview Blvd. � � ��MP� � � ��AO
Sanitary Sewer Line Page 7 of 7 Mile Post 726.23
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