2005-170FILE REFERENCE FORM 2005-170
X Additional File Exists
Additional File Contains Records Not Public, According to the Public Records Act
Other
FILES Date Initials
First Amendment to Contract [ori final is attached] 11/13/06 JR
ORDINANCE NO. 2005- /7 f)
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY.
MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH UNITED
- STATES RIGHT OF WAY ACQUISITION COMPANY, INC., FOR PROFESSIONAL
SERVICES PERTAINING TO ACQUISITION OF RIGHT-OF-WAY REAL PROPERTY FOR
THE CITY REGARDING THE CONSTRUCTION OF THE CLEAR CREEK INTERCEPTOR
SEWER LINE; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVID]NG AN EFFECTIVE DATE.
WHEREAS, the City Council deems it to be in the public interest to engage the United
States Right of Way Acquisition Company, Inc., a Corporation, with offices in Lewisville, Texas
("USROW"), to provide professional consulting services to the City, pertaining to acquisition of
right-of-way real property for the City regarding the construction of the Clear Creek Interceptor
Sewer Line; and
WHEREAS, the City staff has reported to the City Council that there is a substantial need
for the above-described professional consulting services, and that limited City staff cannot
adequately perform the services and tasks with its own personnel; and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional
Services Procurement Act", generally provides that a City may not select a provider of
professional services on the basis of competitive bids, but must select the provider on the basis of
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of
funds to be used for the purchase of the professional consulting services, as set forth in the
Professional Services Agreement; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1: That the City Manager is hereby authorized to execute a Professional
Services Agreement with United State Right of Way Acquisition Company, Inc., a Corporation,
of Lewisville, Texas office, for professional consuIting services pertaining to acquisition of right-
of-way real property for the City regarding the construction of the Clear Creek Interceptor Sewer
Line; in substantially the form of the Professional Services Agreement attached hereto and
incorporated herewith by reference.
SECTION 2: That the award of this Agreement by the City is on the basis of the
demonstrated competence, knowledge, and qualifications of US ROW and the ability of US ROW
to perform the services needed by the City for a fair and reasonable price. .
SECTION 3: That the expenditure of funds as provided in the attached Professional
Services Agreement is hereby authorized.
SECTION 4: That this ordinance shall become effective immediately upon its passage
and approval.
51
PASSED AND APPROVED this the ~ day of ,2005.
y//1tJ
¿ ~ ~ç¡(
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BYC}n 'l& ~ &)0 2-fu 4<
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, INTERIM CITY ATTORNEY
BY!V1U ~A 9--P
S,IOu' [)ocumentsIO,din,ncesIOSIUSROW-PSA-200S.c¡", Creek.doc
2
STATE OF TEXAS
§
§
§
COUNTY OF DENTON
PROFESSIONAL SERVICES AGREEMENT
FOR RIGHT OF WAY SERVICES
RELATING TO THE CLEAR CREEK INTERCEPTOR
SEWER LINE PROJECT
6{
THIS AGREEMENT is made and entered into as of the ~ day of
9;¡ULt , 2005, by and between the City of Denton, Texas, a Texas municipal
corp ation, with its principal office at 215 East McKinney Street, Denton, Texas 7620],
hereinafter called "OWNER"; and United States Right-of-Way Acquisition Company, Inc., a
Corporation, with its offices at ]454 Javelin Way, Lewisville, Texas 75077, hereinafter called
"CONSULTANT"; the OWNER and CONSULTANT are acting herein, by and through their
duly-authorized officials and representatives.
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually AGREE as follows:
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with the CONSULTANT, as an independent contractor;
and the CONSULTANT hereby agrees to perform the services herein in connection with the
Project as stated in the sections to follow, with diligence and in accordance with the professional
standards customarily obtained for such services in the State of Texas. The professional services
set out herein are in connection with the following described project (hereinafter referred to as
the "Project"):
The project shall include without limitation, right-of-way acquisition services that are
necessary, as described in Exhibit "A" attached hereto, to assist the OWNER in acquiring
right-of-way for the Clear Creek Interceptor Project, within the City of Denton, and
within unincorporated Denton County, Texas ("Project").
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A.
The CONSULTANT shall perform all those Basic Services as necessary, and as
described in the CONSULTANT'S "Pricing and Fees," which is attached hereto and
incorporated herewith by reference as Exhibit "A".
If there is any conflict between the terms of this Agreement and the Exhibit attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached Exhibit.
B.
ARTICLE III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER in writing, which are not included in the above-described Basic Services, are described
as follows:
A.
Assisting OWNER or contractor in the defense or prosecution of litigation in connection
with or in addition to those services contemplated by this Agreement. Such services, if
any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective
parties outside of and in addition to this Agreement.
B.
Any additional services not included in Basic Services.
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon execution of this Agreement by the
OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER,
and shall remain in force for the period, which may reasonably be required for the completion of
the Project, including Additional Services, if any, and any required extensions approved by the
OWNER. This Agreernent may be sooner terminated in accordance with the provisions hereof.
Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts
to complete the services set forth herein as expeditiously as possible and to meet the schedule
established by the OWNER, acting through its City Manager or his designee.
ARTICLE V
COMPENSATION
A.
COMPENSATION TERMS:
1.
"Subcontract Expense" is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services.
2.
"Direct Non-Labor Expense" is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation, travel,
communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
B.
BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay a total fee,
including reimbursement for direct non-labor expenses, not to exceed Twenty Nine
Thousand Four Hundred and Nol100 Dollars ($29,400).
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
2
exceed the value of the work performed at the time a statement is rendered. The
OWNER may withhold the final five percent (5%) of the contract amount until
satisfactory completion of the Project.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
ftom the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III "Additional Services," without obtaining prior written authorization ftom
the OWNER.
C.
ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III hereinabove, the CONSULTANT, as stipulated in
CONSULTANT'S "Pricing and Fees" to the OWNER, attached hereto and incorporated
herewith by reference as Exhibit "A", shall subrnit invoices for additional services and
such invoices shall be due and payable upon submission by the CONSULTANT with
CONSULTANT's regular monthly statement as provided for hereinabove. Statements
shall not be submitted more ftequently than monthly.
D.
PAYMENT: ]f the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT's
undisputed statement thereof, the amounts due the CONSULTANT will be increased by
the rate of one percent (1 %) per month, ftom and after the said thirtieth (30th) day, and, in
addition, the CONSULTANT may, after giving seven (7) days written notice to the
OWNER, suspend services under this Agreement until the CONSULTANT has been paid
in full all amounts due for services, expenses, and charges, provided, however, nothing
herein shall require the OWNER to pay the late charge of one percent (1%) set forth
herein if the OWNER reasonably determines that the work is unsatisfactory, in
accordance with this Article V, "Compensation."
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
3
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT's
subcontractors or sub consultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE IX
INDEMNITY AGREEMENT
The CONSULTANT shall indemnify and save and hold harmless the OWNER and its
officials, officers, agents, and employees from and against any and all liability, claims, demands,
damages, losses, and expenses, including, but not limited to court costs and reasonable attorney's
fees incuITed by the OWNER, and including, without limitation, damages for bodily and
personal injury, death and property damage, resuIting from the negligent acts or omissions of the
CONSULTANT or its officers, agents, employees, subcontractors and subconsultants, in the
execution, operation, or performance of this Agreement.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at
law or equity, to any claim, cause of action, or litigation fi1ed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE X
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State
'of Texas by the State Insurance Commission or any successor agency, that has a rating with A.
M. Best Rate Carriers of at least an "A-" or above:
A.
Comprehensive General Liability -Insurance with bodily injury limits of not less than
$500,000 for each OCCUITence and not less than $500,000 in the aggregate, and with
4
B.
C.
property damage limits of not less than $] 00,000 for each occurrence and not less than
$]00,000 in the aggregate.
B.
Automobi]e Liability Insurance with bodily injury limits of not less than $500,000 for
each person and not less than $500,000 for each accident, and with property damage
limits of not less than $100,000 for each accident.
C.
The CONSULTANT shall furnish insurance certificates or insurance policies at the
OWNER's request to evidence such coverages. The insurance policies shall name the
OWNER as an additional insured on all such policies to the extent possible, and shall
contain a provision that such insurance shall not be cancelled or modified without thirty-
(30) days prior written notice to OWNER and CONSULTANT. In such event, the
CONSULTANT shall, prior to the effective date of the change or cancellation, deliver to
OWNER substitute policies or certificates furnishing the same coverage.
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the.
dispute to arbitration or other means of aItemate dispute resolution, such as mediation. No
arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving
one party's disagreement, may include the other party to the disagreement without the other's
approval.
ARTICLE XII
TERMINATION OF AGREEMENT
A.
Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty-(30) days' advance written notice to the other party.
This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifYing the non-performance, and not less than thirty (30) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty-(30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V "Compensation." Should the OWNER
subsequently contract with a new consuItant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
5
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its own use.
ARTICLE XIII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsuItants for the accuracy and competency of their work; nor shall such
approval be deemed to be an assumption of such responsibility by the OWNER for any defect in
the work prepared by the CONSULTANT, its employees, associates, agents, subcontractors and
subconsultants.
ARTICLE XIV
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the addresses shown below, certified mail, return receipt requested, unless
otherwise specified herein:
To CONSULTANT:
To OWNER:
Diane Burkhardt
United States Right-o- Way Company, Inc.
]454 Javelin Way
LewisvilIe, Texas 75077
Paul Williamson
Real Estate & Capital Support Manager
City of Denton, Texas
60] East Hickory Street, Suite B,
Denton, Texas 76205
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days after the date of mailing.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement, consisting of nine (9) pages and one (1) Exhibit, constitutes the
complete and final expression of the Agreement of the parties, and is intended as a complete and
exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous
offers, promises, representations, negotiations, discussions, communications, understandings,
and agreements which may have been made in connection with the subject matter of this
Agreement.
ARTICLE XVI
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
6
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XVII
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as they may now read or
hereinafter be amended.
ARTICLE XVIII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap.
ARTICLE XIX
PERSONNEL
A.
The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, nor have any contractual relations with
the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B.
All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XX
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this Agreement, and shall not
transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without
the prior written consent of the OWNER.
ARTICLE XXI
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed by the parties. The parties further agree that the provisions of this
Article will not be waived unless as set forth herein.
7
F.
G.
ARTICLE XXII
MISCELLANEOUS
A.
The following Exhibit is attached to, incorporated herewith by reference, and made a part
of this Agreement:
Exhibit A:
Pricing and Fees from CONSULTANT to OWNER.
B.
CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after
the final payment under this Agreement, have access to and the right to examine any
directly pertinent books, documents, papers, and records of the CONSULTANT
involving transactions relating to this Agreement. CONSULTANT agrees that OWNER
shall have access during normal working hours to all necessary CONSULTANT facilities
and shall be provided adequate and appropriate working space in order to conduct audits
in compliance with this section. OWNER shall give CONSULTANT reasonable advance
notice of intended audits.
C.
Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton
County, Texas. This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
D.
For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Karen Gnuse and Diane Burkhardt. However, nothing herein shall
limit CONSULTANT from using other qualified and competent members of its firm to
perform the services required herein.
E.
CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
IN WITNESS HEREOF, OWNER and CONSULTANT have hereby executed this
Agreement in four (4) original counterparts; the OWNER acting by and through its duly-
authorized City Manager; and t~ø~UL TAT a ting by and through its duly-authorized,
undersigned officer, on this the day of ,2005.
8
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By H Q,J J cdfJ;< V
"OWNER"
CITY OF DENTON, TEXAS
A Municipal Corporation
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, ACTING CITY ATTORNEY
By IfIUJ Ii £~
ATTEST:
>~~~~~,-
"CONSULTANT"
UNITED STATES RIGHT-OF-WAY
ACQUISITION COMPANY, INC.
A Corporation
BY:~~
~ur~ardt
Its:~~
9
" "',
UnitedS,tates 'R OW:A.CqUisition Co,
I 454'Javelin Way <> Le\visville, texas 75077
Phone: 972.966.2809' Fax: 97?'966-28 19
EXHIBIT A
PRICING AND FEES
Clear Creek Sewer line Project
ROW Acquisition
Permanent Easement Acouisition
U,S,ROW proposes to perfonn Ihe following right of way services:
File set up
Title CommitmenI (outsource)
Negotiate Easement Acquisition
Lien Releases
Closing at Title Company
Support for condemnation through commissioners hearing
Turn in Original file to City
Maintain file copy for 5 years
Price per Parcel for Acquisition - $2450.00
12 Parcels
U.S, Right of Way Fccs:
$29,400.00
Fee for additional services not listed .."""""".""".,,$75.00 Per Hour
Billing will be done on milestones once every 30 days before the 5th of the following month as follows.
File Set Up & title $550
Offer $1000
Deed Signed or Final Offer $450
File Turned in $450
Timeline
UPON RECEIPT OF APPRAISALS:
Negotiations
Final Offer
Turn to City Attorney to File Condemnation
60 Days
10 Days
0 Davs
70 Days
Submitted: ii/IAA..{ / i&Uuí(/¡ If-;' df-
Dione L Burkhardt. Prc,id,'", t'.S. ROW
S"PATE OF TEXAS §
COUNTY OF DENTON §
FIRST' AMENDMF.N1' TO CONTRACT FOR RIGHT-OF-WAY SERVICES
RELA"PING TO T}IE CLEAR CREEK INTERCEPTOR SEWER LINE PROJECT
"fIIIS FIRS"f AMENDMF.,NT TO 1TIAT CON"CRACT made and entered into the 21~`
day of June, 2005, ("Base Contract") by and between United States Right-of-Way Acquisition
Company, Inc., a Corporation, with its offices at 1454 Javelin Way, Lewisville, Texas 75077,
hereinafter referred to as '`CONSULTANT", and the City of Denton, "Cexas, a Texas Municipal
Corporation, 215 East McKinney, Denton, "texas 76201, hereinafrer referred to as "OWNER"
WI"1'NESSETH
SIC"LION L ARTICLE II - "SCOPE OP SERVICES", Paragraph A, of the Base
Contract is hereby amended to read as follows:
A. I~he CONSULTANT shall perform all those Basic Services as necessary, and as
described in the CONSULTANT'S `'Pricing and Fees," which is attached hereto and
incorporated herewith by reference as Exhibit "A-1".
SECTION 2. ARTICLF. V - "COMPENSATION", Paragraph B, of the Base Contract is
hereby amended to read as follows:
B. B11.LING AND PAYMENT: Por and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNEK agrees to pay a total fee,
including reimbursement for direct non-labor expenses, not to exceed Forty Seven
Thousand Seven Hundred Pifty and No/100 Dollars ($47,750).
SECT"ION 3. Save and except as amended hereby, all the remaining sections,
paragraphs. sentences, clauses, and phrases of the Base Agreement shall remain in full force and
effect.
IN WI~fN[?SS WI IEREOP, the City oP Denton, Texas has caused this First Amendment
to be executed by its duly authorized City Manager; and Consultant has executed on this the
day of _ , 2006.
CITY OF DENTON, TEXAS
A Municipal Corporation
By: P, H~J
George .Campbell, City Manage
ATTEST:
JENNIFER W?;LTERS, CITY SECRETARY
By:
APPROVED AS TO LEGAL FORM:
EDWIN M. SNYDER, CITY ATTORNEY
"CONSULTANT"
UNITED STATES RIGHT-OF-WAY
ACQUISITION COMPANY, INC.
A Corporation
By: ~ ,
D/i~ane Burjkhar t
Its: {~'lQk/Gt-L12~
Date: //-/'] ~OG
ATTEST:
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