Loading...
HomeMy WebLinkAboutCIVIC CENTER BARRIO HOUSING CORPORATION 10 - 2007City of Santa Ana Clerk of the Council AGREEMENT TERMINATION FORM Please complete this form when the attached agreement and all amendments (if any) are no longer in effect. Return form to the Clerk of the Council Office (M -30). Call 647 -1520 if you have any questions. The agreement with Office Use Only 2n'1 _' hPA ±t= 57 T Y r =, ,t ®il�ir�`t ��fi0r7✓'a�i4: g��t / GofB °)2l fi1r�Q<roj No. A -7s®O-7 -g 6 Cro�was � on and final payment has been made. (List all amendments. Use space below if needed.) -1 A° 2001 - ©3b ° ®1 (IDA) Revised 10 -31 -12 INSURANCE ON FILE WORK MAY PROCEED UNTIL INSURANCE EXPIRES /- 49 q-- OR CLERK OF COUNCIL DATE: t o -a{ -D"1 0 : hl0057"rg (a-i MEMORANDUM OF UNDERSTANDING 5c v4 KvtrAr AND PREDEVELOPMENT LOAN AGREEMENT UNDER THE HOME REGULATIONS A- 2007 -036 8/30/07 THIS AGREEMENT OF UNDERSTANDING AND PREDEVELOPMENT LOAN AGREEMENT ( "Agreement ") is entered into as of Febrw , 5-"4,2007 ( "Effective Date "), by and between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized and existing under the Constitution and laws of the State of California ( "City ") , and CIVIC CENTER BARRIO HOUSING CORPORATION, a non - profit public benefit corporation ( "Developer "). Recitals A. The City desires to make a loan to Developer with certain funds made available by the United States Department of Housing and Urban Development ( "HUD ") under the HOME Investment Partnership Program (the "HOME Program ") and the regulations issued by HUD set forth in 24 CFR Part 92 (the "HOME Regulations "). B. Among the purposes of the HOME Program are (1) to expand the supply of decent, safe, sanitary, and affordable housing, with primary attention to rental housing, for very low- income and low - income Americans; and (2) to provide participating jurisdictions, on a coordinated basis, with the various forms of federal housing assistance, including capital investment, mortgage insurance, rental assistance, and other federal assistance, needed (a) to promote the development of partnerships among the federal government, states and units of general local government, private industry, and nonprofit organizations able to utilize all available resources to provide more of such housing, and (b) to expand the capacity of nonprofit community housing development organizations to develop and manage decent, safe, sanitary and affordable housing. C. A portion of City's allocation of HOME Program funds is reserved for Community Housing Development Organizations (the "HOME Program/CHDO funds ") and Developer has qualified and is in good standing as a Community Housing Development Organization. Developer is also a California nonprofit corporation organized and existing under Section 501(c)(3) of the Internal Revenue Code with proven experience and qualifications in acquiring, constructing and providing well- managed and affordable housing for low and moderate income persons and families in the community. D. City desires to meet its affordable housing goals by assisting Developer in the development of an affordable housing project ( "Project ") on a Site (described below and in Exhibit A) by making certain financial assistance in the form of a predevelopment loan available to Developer from HOME funds. Pursuant to the HOME regulations, Project Specific Assistance can be provided to Community Housing Development Organizations. 8/30/07 E. On December 12, 2002, the City Council of the City of Santa Ana ( "City ") directed the City Attorney to prepare, and authorized the City Manager and the Clerk of the Council to execute, an agreement for the acquisition of real property and escrow instructions acquiring that certain real property located at 415 and 423 South Raitt Street, Santa Ana (Assessor Parcel Numbers 007 - 273 -12 and 14) ( "Site ") as depicted in Exhibit A. F. On February 7, 2003, the Site was purchased by the City using federal HOME funds. The City specifically purchased the Site with the intent of assisting Developer with the preparation of a plan to develop new affordable housing on the Site. G. This Agreement is intended to facilitate Developer in certain predevelopment efforts that are expected to result in the development of affordable housing on the Site. NOW, THEREFORE, the City and Developer agree as follows: 1) Term and Milestones. City hereby agrees to cooperate with Developer to implement the objectives and tasks set forth in this Agreement during its term, which shall commence upon the Effective Date and expire, unless terminated sooner by either party, on December 15, 2008 (the "Term "). Developer agrees to certain milestones that will be accomplished as set forth in Exhibit B, attached hereto and incorporated herein by reference. Should Developer fall behind sixty (60) days in the performance of any one milestone (excluding delays caused solely by the City), the Developer shall be considered in default of said Agreement and this Agreement and the Project can be terminated at the option of the City. 2) Development Agreements. City and Developer agree, for the Term of this Agreement, to negotiate in good faith pursuant to the terms set forth herein, one or more agreements relating to the financing, acquisition, construction, rental and management of Affordable Housing units on the Site (each of which agreement, for purposes of this Agreement, shall be referred to as an "Development Agreement "). Nothing herein shall be deemed to be a covenant, promise, or commitment by City, or any Agency of the City to enter into a Development Agreement with Developer with respect to any particular property on any particular terms or conditions. City's acceptance of this Agreement is merely an agreement to enter into a period of negotiations according to the concepts presented herein, reserving final discretion and approval by the City, and other agencies of the City as to any action required of them, if any. 3) Predevelopment Loan and Preparation of Plans. To facilitate the negotiation of Development Agreements, from time to time during the Term of this Agreement, the City Manager, or the Deputy City Manager for Development Services, shall be authorized to provide a predevelopment loan to 2 8/30/07 Developer for the preparation of plans and performance of other predevelopment activities necessary for the development of affordable rental housing units on the Site. For purposes of this Agreement, the undertaking to plan, acquire, develop and operate and/or manage affordable rental housing, which is the subject of this predevelopment loan and the related Development Agreement(s), shall be referred to as a "Project ". The terms of the predevelopment loan shall be as follows: a) The purpose of the predevelopment loan shall be to assist Developer to cause to be prepared, conceptual architectural plans and related consulting services, including, but not limited to: engineering, landscape architecture, subdivision map preparation/processing, legal documentation, appraisal, environmental, survey, soil investigation, construction loan application fees, zoning application fees, printing, contingency, etc., as necessary to define the scope of work, and budget, for the Project and to obtain approval and/or input from the appropriate interested entities, including, but not limited to: adjacent neighbors, Planning Commission, Development Review Committee, Community Redevelopment and Housing Commission, Community Redevelopment Agency, and/or City Council. A predevelopment budget is set forth in Exhibit C. The City Manager and/or the Deputy City Manager for Development Services may approve a different amount for each line item so long as the total predevelopment budget does not exceed $77,500. b) The predevelopment loan shall be in an amount not to exceed $77,500. The predevelopment loan shall bear no interest and payments and shall be deferred. The term shall be one year or the date of execution of a Development Agreement, whichever occurs first. The predevelopment loan shall be evidenced by a promissory note ('Promissory Note ") providing a collateral assignment to the City of all plans, studies and other work product prepared on behalf of the Developer and paid for with the predevelopment loan (the 'Plans "). c) The Promissory Note shall be prepared by the City in a form that is acceptable to the parties, and shall be executed and delivered by Developer prior to disbursal of any predevelopment loan funds. All contracts for architectural, engineering or other consultant services to be paid for with a predevelopment loan shall be subject to the reasonable approval of the Deputy City Manager for Development Services prior to disbursal of any loan funds therefore. Developer shall submit a progress payment request to the City with evidence of the expenditures, and City shall immediately process payment, with a check issued to Developer within 20 business days thereafter. The payment checks can be issued by the City as a joint check to both the Developer and a specific vendor (if requested by the Developer). d) In the event the City and Developer enter into a Development Agreement with respect to the Site, the principal amount of any predevelopment loan relating to the Project shall be rolled over into and added to any additional loans to be 3 8/30/07 provided to the Developer pursuant to the Development Agreement and repaid in accordance with the terms thereof. In the event the City and Developer fail to enter into a Development Agreement with respect to a particular Project within the time provided in this Predevelopment Loan, the Developer shall have no obligation to repay the predevelopment loan except to assign to the City the Plans, and the City shall be entitled to an assignment of said Plans. e) The parties acknowledge and agree that the Project is contingent upon the City's approval of the numerous discretionary acts, permits and entitlements, for which the parties further acknowledge that the city is fully entitle to approve, approve with conditions or deny for any reason in accordance with the applicable laws. 4) Rights of Access. For the purpose of assuring compliance with this Agreement, Developer and representatives of Developer shall have the reasonable right of access to the Site, without charges or fees, at normal business hours during the period of this Agreement for the purposes of this Agreement, including but not limited to the investigation and testing of the Site, surveying the Site, photographing the Site, etc. Developer shall indemnify, defend, and hold harmless City and its officers, employees, volunteers, and agents from any damage caused or liability arising out of the sole negligence of Developer, its officers, officials, employees, volunteers, agents, or representatives in their exercise of this right of access. Any fencing around the Site shall be maintained by the City until the parties enter into a Development Agreement and the title to the property is transferred. 5) Construction Estimates. On the basis of the completed and approved conceptual design drawings for the Project, Developer will obtain competitive construction estimates for all contractor work to be performed by third party contractors and City shall have the right to review and approve all bids. 6) Project Budget. Upon completion, and approval, of the conceptual design drawings, and prior to the execution of the Development Agreement, Developer shall prepare a project budget covering all soft costs and hard costs (the "Development Costs ") to be incurred in the development and construction of the Project ( "Project Budget "), to be approved by the City as part of the Development Agreement. 7) Preparation of Development Agreement(s). On the basis of the approved project budget, the City staff and Developer shall prepare one or more Development Agreements with respect to the Project, providing for the conveyance of the Site to Developer, construction loans by City, and the use of the units to be constructed on the Site as affordable housing, which agreement shall be 0 8/30/07 subject to the approval of the City Council and Community Redevelopment Agency Board ( "Agency ") following a public hearing, in accordance with the California Community Redevelopment Law. S) Approval Process and Legal Requirements. The Development Agreement(s) shall not become effective unless and until it is approved by the City Council and/or Agency after all applicable findings have been made and all applicable legal requirements are satisfied, and it is executed by the required City and Agency staff. A Development Agreement shall be subject to all applicable legal requirements relating to the use of Housing Funds and HOME funds. 9) Contents of Development Agreement(s). The parties anticipate that the Development Agreement(s) shall include provisions addressing the following points: a) Submittals. The Developer will submit Construction Drawings, Specifications, a Final Project Budget, and a proposed Construction Contract to the City for review. b) Conveyance of the Site. When all conditions precedent (as described in the Development Agreement) have been satisfied, the City, will convey the Site to Developer for a purchase price that will be negotiated by the parties. The Developer will in turn not transfer its interest in the Agreement or the Site without the prior approval of the City, except as specifically authorized by the Development Agreement. c) Permits and Approvals. Prior to the start of construction, Developer will be required to obtain all necessary permits and approvals from the appropriate governmental authorities. d) City and Agency Assistance. In order to create affordable rental housing on the Site, the City and the Agency anticipate providing financial assistance to Developer. It is not known at this time as to the amount of assistance needed until the Project is defined and the Project Costs are defined as well as the sources of funding that will be obtained. At such time as the Development Agreement(s) is prepared, the City and Agency financial assistance shall be documented. Generally, the City and Agency will evidence their loan to the Developer by a Promissory Note and secure the loan by a Deed of Trust ( "City Deed of Trust" or "Agency Deed of Trust ") on the Site. The City will invest no more HOME Funds into the Project than is allowable under current per unit subsidy limits as published by HUD. e) Leverage of Funds. In order to minimize the amount of City and Agency financial assistance to the Project, the Development Agreement will require 8/30/07 Developer to pursue as much additional outside funding as can feasibly be obtained. f) Developer Fee. The Development Agreement will define the amount of the developer fee (if any), and the terms under which the Developer will be entitled to receive a developer fee for successfully completing the Project. g) Occupancy Standards. A Unit may not be occupied by more than the total number of persons equal to the total number of bedrooms in the Unit multiplied by 2, plus 1 (e.g., a two bedroom house would be limited to occupancy by 5 persons and a three bedroom house would be limited to occupancy by 7 persons). h) Affordability Covenants. All of the affordable housing Units shall be restricted, by covenants that run with the land, to occupancy by Lower Income households (80% of the median income level) for a period of 99 years (the "Restricted Period ") from the Effective Date of the Development Agreement. Affordability covenants will be set forth in greater detail in the Development Agreement. i) Anti- discrimination. Developer, during all phases of the development process, for itself and its successors and assigns, agrees that Developer will not discriminate against any person because of race, color, creed, religion, sex, marital status, ancestry, or national origin in connection with activities undertaken pursuant to this Agreement. j) Maintenance of Propert y. The Development Agreement shall require the Developer to be responsible for maintaining all improvements, including landscaping, on the Site in first class condition and repair. City places prime importance on quality maintenance to protect its investment and to ensure that subsidized affordable housing projects within the City of Santa Ana are not allowed to deteriorate due to substandard maintenance. City shall have the right to periodically inspect the Property. k) Property Management. The Development Agreement shall require that the Developer manage or shall cause the Project to be managed in a prudent and business -like manner. Developer may contract with a management company or manager to operate and maintain the Property ( "Property Manager "); provided, however, that the selection and hiring of such a property management company shall be subject to approval by City Manager/Deputy City Manager for Development Services. City acknowledges that as of the date of this Agreement that Developer intends to act as the Property Manager. 1) Capital Replacement Reserve. The Development Agreement shall provide language that requires the Developer to annually set aside approximately 7.20% (or such other amount mutually agreed upon by both parties) of the rental G.! 8/30/07 payments into a separate interest - bearing trust account ( "Capital Replacement Reserve "). m) Property Taxes. To be negotiated term of Development Agreement. n) Miscellaneous Provisions. The Development Agreement shall also include such other provisions as the parties may deem necessary or appropriate and as may be customary in affordable housing/redevelopment agreements. o) Assignment. The Development Agreement will contain prohibitions on Developer's assignment of the Agreement without City's consent, which City may withhold at its sole and absolute discretion. p) Liability Insurance and Indemnification. The Development Agreement will require that Developer provide certain levels of insurance and shall require that Developer indemnify and hold harmless the City of Santa Ana, the Agency (if applicable) and their respective officers, officials, employees, agents, and representatives against any claims or liabilities arising out of Developer's activities on the Site. In addition, Developer shall indemnify and hold harmless the City of Santa Ana, the Agency (if applicable) and their respective officers, officials, employees, agents, and representatives against claims resulting from above or below ground toxic and/or hazardous conditions, materials and soils following conveyance of title. q) Use Restrictions, Defaults and Remedies Etc.. In addition, the Development Agreement will contain appropriate provisions regarding use restrictions, defaults and remedies, and other provisions consistent with this Agreement as are typically contained in such redevelopment agreements in the State of California. 10) Notices. All notices required hereunder or by law shall be delivered by City and Developer by (i) United States mail, prepaid, certified, or (ii) by personal delivery, or (iii) by reputable document delivery service that provides a receipt showing date and time of delivery. Notices personally delivered or delivered by document delivery service shall be deemed effective upon receipt. Notices sent by mail shall be deemed effective upon the earlier of (i) receipt, or (ii) 5:00 p.m. on the second business day following dispatch. Notices shall be sent to the addresses indicated below a (a change in the following addresses may be made by following the terms of this Section): If to City: City of Santa Ana Housing Division P.O. Box 1988 (M -27) Santa Ana, California 92701 Attention: Housing Manager 7 8/30/07 If to Developer: Civic Center Barrio Housing 980 West 17th Street, Suite "E" Santa Ana, CA 92706 Attention: President 11) Purpose of Agreement of Understanding. A. It is expressly understood and agreed by the parties hereto that this Agreement is an agreement regarding the conduct of negotiations only and does not convey an interest in any property whatsoever. It is further agreed and understood that this Agreement does not imply any obligation on the part of City to enter into any agreement that may result from the negotiations contemplated herein. Acceptance of this Agreement by City is merely an agreement to enter into a period of negotiations subject to the terms and conditions hereof, with City reserving final discretion and approval of any agreement negotiated. Developer enters into this Agreement with knowledge of, and at its own risk as to, the reserved discretion of City. B. This Agreement does not impose any contractual obligations whatsoever unless and until a Development Agreement is executed, if ever. City and Developer each agree that its approval and acknowledgement of this Agreement shall not impose upon the other any duty whatsoever to continue negotiations in good faith or otherwise, and that each party shall continue the have the absolute right to propose different terms or to unilaterally terminate negotiations altogether. Neither the City nor Developer shall have any expectations that any subsequent agreement will be executed, nor any City entitlement or permit granted. C. The parties acknowledge and agree that the Project is contingent on the City's approval of the numerous discretionary acts, permits and entitlements, for which the parties further acknowledge that the City is fully entitled to approve, approve with conditions or deny for any reason in accordance with the applicable laws. 12) Litigation Matters. The Courts of the State of California in and for the County of Orange shall have exclusive jurisdiction of any litigation between the parties arising out of or connected to this Agreement. This Agreement shall be governed by and construed under the laws of the State of California. If any party to this action is required to initiate or defend, or is made a party to any action or proceeding in any way connected with this Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney's fees and costs and expert witness fees and costs. 8/30/07 13) Nonliability of City Officials. No official, officer, employee, agent, or representative of City shall be personally liable to Developer, or any successor -in- interest, in the event of any default or breach by the City, or for any amount which may become due to Developer or any successor -in- interest, or for breach of any obligation of the terms of this Agreement. 14) Interpretation: Severability. The terms of this Agreement shall not be construed for or against any party hereto by reason of authorship of this Agreement. Each provision of this Agreement shall be severable from the whole. If any provision of this Agreement shall be found contrary to law, the remainder of this Agreement shall continue in full force. 15) Assignment of Agreement. This Agreement may not be transferred, assigned, or encumbered by any party hereto without the express, prior, written consent of all of the other parties hereto, which consent may be given or withheld in the non - assigning party's sole and absolute discretion. 16) Entire Agreement: Amendment. This Agreement integrates all of the terms and conditions agreed to by the parties and supersedes all previous negotiations or agreements between the parties with respect to the subject matter hereof. This Agreement may be amended only by a document in writing signed by the parties hereto subject to the approval of the City Council. 17) Corporate Authority. The person (s) executing this on behalf of each of the parties hereto warrant that (i) such party is duly organized and existing, they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement, such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which said party is bound. 18) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. 19) Time of Essence. Time is of the essence in the performance of this Agreement. 9 8/30/07 20) Termination. Either party may terminate this Agreement prior to the end of the Term if another party fails to negotiate in good faith. The party seeking to terminate this Agreement shall first provide written notice to the other party, stating the facts on which the party seeking to terminate is basing its contention that the other party has failed to negotiate in good faith, and providing a reasonable time, but not less than ten (10) days, to correct the matter. The City may also terminate in the event of a default by Developer, as set forth in section 1. hereinabove. 10 8/30/07 IN WITNESS WHEREOF, the parties hereto enter into this Agreement as of the date first above written. ATTEST: Patricia E. Hea Clerk of the Council APPROVED AS TO FORM: JOSEPH W.FLETCHER City Attorney By: 4 . Lisa4. ftorck Assistant City Attorney RECOMMENDED FOR APPROVAL: ,+tephen G. arding, Deputy City Manager For Development Services 11 CITY OF SANTA ANA David N. Ream City Manager CIVIC CENTER BARRIO HOUSING CORPORATION EXHIBIT A x:Iir aanu f! * fD� H x o Q 0 21 .o ooa o O • \✓ lipl to 1J O Q O 3 0 G @ 26 7 Z4 Zvi SITE 7/24/07 snorr t ! * fD� D� {D Q o ca • \✓ lipl 0 1J O Q O 3 0 Zvi NR ?33 7/24/07 snorr t ! Iir. 000 Q z ma 40 .f• J I i CFES?Mff A 21. ® n A k5 Q y. v 415 Raitt Street APN 007- 273 -12 423 Raitt Street APN 007 - 273 -14 YYRTL[ # S1XiTT k *-06� 12 N N EXHIBIT B TIME LINE ESTIMATE FOR MYRTLE AND RAITT AFFORDABLE HOMES CIVIC CENTER BARRIO HOUSING CORP. August 26, 2007 (revision #3) 9/1/07-9/15/07 City approval of Civil and Architectural Contract 9/15/07 Begin topographic and boundary survey 10/15/07 Survey completed and drafted in CAD format 10/16/07 Begin Site Planning and Schematic Design 11/7/07 Initial Concept review by Client (site plan, concept unit plans) 11/17/07 Second review by Client, approval of site plan and unit plans 11/21/07 Third review by Client, concept elevations, landscape plan 12/1/07 Meeting with planning and community development 12/8/07 Submit for site plan review 1/8/08 Public Hearing (assume approval, neighborhood meetings between submittal and public Public Hearing) 1/15/08 Project cost estimate contract approval by City 2/1/08 Construction/project cost estimate 3/1/08 Obtain conditional financing approval, private and public 4/1/08 Begin Development and Disposition Agreement process between City and CCBHC 4/1/08 Begin Design Development and Construction Documents 5/15/08 Complete DDA process and submit to City Agency and Council (assume approval) 6/15/08 Building Department Submittal 8/1/08 Plan check approval 9/1/08 Submit Bid Document to City, prior to opening bid process 10/15/08 General Contractor Bid and Contract approval by City, CCBHC Board and Financial Institution 11/15/08 General Contractor and CCBHC begin initial planning for construction start, permits, etc. 12/10/08 Begin Construction EXHIBIT C PREDEVELOPMENT BUDGET FOR MYRTLE AND RAITT AFFORDABLE HOMES CIVIC CENTER BARRIO HOUSING CORP. PRE - DEVELOPMENT BUDGET Architecture and Planning 35,000 Topographic and Boundary Survey 4,900 Estimated Landscape Architect Design Fee 5,000 Project Cost Estimate 2,500 = SUB - TOTAL: 47,400 (Adele Chang's Fee /Phase I) ---------------------------------------------------------------- Legal 7,500 Title work 5,000 Property Taxes 2,500 Property Insurance 5,000 15% Contingency 10,110 TOTAL: 77,510 * Estimated amount for one Supplemental Installment property taxes, due upon property transfer, based on value). Date last Rev: 10/30/0 r PROMISSORY NOTE FOR REPAYMENT OF HOME FUNDS BY CIVIC CENTER BARRIO CORPORATION TO THE CITY OF SANTA ANA, CALIFORNIA [415 -423 S. RAITT STREET] $77.500 September , 2007 Santa Ana, California 1. Principal Amount of Loan For value received, CIVIC CENTER BARRIO HOUSING CORPORATION, a California nonprofit, public benefit corporation ( "Developer "), promises to pay to the order of the CITY OF SANTA ANA, a municipal corporation ( "City "), at 20 Civic Center Plaza, 3 Floor, Santa Ana, California 92702, or at such other place as the City may from time to time designate in writing, or to the assignee of the City, the principal sum of SEVENTY SEVEN THOUSAND FIVE HUNDRED DOLLARS ($77,500.00) or so much thereof as shall be disbursed hereunder, with no interest. City and Developer have heretofore entered into that certain Memorandum of Understanding and Predevelopment Loan Agreement Under the HOME Regulations dated on or about the date hereof (the "Predevelopment Loan Agreement "), respecting the development of certain real property described in the Loan Agreement as the "Property," and the operation of the Property as affordable housing for Low Income households. This Note is made pursuant to, entitled to the benefits of and referred to as the "Promissory Note" in the Predevelopment Loan Agreement between Developer and City, dated on or about the date hereof. This Note and said Predevelopment Loan Agreement, are sometimes collectively referred to herein as the "Predevelopment Loan Documents." The Predevelopment Loan Documents and the rights and responsibilities inure to the benefit of both the City of Santa Ana and the Redevelopment Agency of the City of Santa Ana. Any capitalized term which is not otherwise defined herein shall have the meaning ascribed to such term in the Predevelopment Loan Agreement. 2. Term. The Predevelopment Loan shall be in an amount not to exceed $77,500 and shall bear no interest and payments, and shall be deferred. The term shall expire on December 15, 2008, or the date of execution of a Development Agreement between the parties, whichever occurs first. 3. Payment Requests. All contracts for architectural, engineering or other consultant services to be paid for with the Predevelopment Loan shall be subject to the reasonable approval of the Deputy City Manager for Development Services prior to disbursal of any loan funds therefore. Developer shall submit a progress payment request to the City with evidence of the expenditures, and City shall immediately process payment, with a check issued to Developer within 20 business days thereafter. The payment checks can be issued by the City as a joint check to both the Developer and a specific vendor (if requested by the Developer). 4. Ownership Of Materials, Supplies, Drawings, Specifications, Programs And Systems Any and all plans, studies, records, papers, drawings, specifications, programs, systems and other materials /work product prepared by or for Developer pursuant to the Predevelopment Loan Agreement and paid for with the Predevelopment Loan (the "Plans ") shall be collaterally assigned to the City. Developer agrees to provide City with any such materials whenever requested to do so. 5. Repayment. In the event the City and Developer enter into a Development Agreement with respect to the Property, the principal amount of any Predevelopment Loan relating to the Project shall be rolled over into and added to any additional loans to be provided to the Developer pursuant to the Development Agreement and repaid in accordance with the terms thereof. In the event the City and Developer fail to enter into a Development Agreement with respect to a particular Project within the time provided in this Predevelopment Loan, the Developer shall have no obligation to repay the predevelopment loan except to assign to the City the Plans, and the City shall be entitled to an assignment of said Plans. 6. Event of Default. Failure by Developer to perform any covenant or agreement in the Predevelopment Loan Agreement, or in the Attachments thereto (Exhibits B & C), within thirty (30) days after written demand by City (or, in the event that more than thirty (30) days is reasonably required to cure such default, should Developer fail to promptly commence such cure, and diligently and continuously prosecute same to completion). Should Developer fall behind sixty (60) days in the performance of any one milestone set forth in Exhibit B (except for delays solely caused by the City), the Developer shall be considered in default of said Predevelopment Loan Agreement and said Agreement can be terminated at the option of the City. 7. Remedies. Upon the occurrence of an Event of Default and the expiration of any applicable cure period therefor, City may declare that no further payments pursuant to the Predevelopment Loan Agreement shall be made to the Developer and terminate the Agreement. 8. Severability. Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction, to be illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. 4 9. Force Maieure. Notwithstanding specific provisions of this Note, performance hereunder shall not be deemed to be in default where delays or defaults are due to: war; insurrection; strikes; lock -outs; riots; floods; earthquakes; fires; casualties; acts of God or other deities; acts of the public enemy; epidemics; quarantine restrictions; freight embargoes; lack of transportation; governmental restrictions or priority; litigation; unusually severe weather; inability to secure necessary labor, materials or tools; delays of any contractor or supplier; acts of the other party; acts or failure to act of the City or any other public or governmental agency or entity (except that any act or failure to act of City shall not excuse performance by City); or any other causes beyond the reasonable control or without the fault of the party claiming an extension of time to perform. An extension of time for any such cause shall be for the period of the enforced delay and shall commence to run from the time the party claiming such extension gives notice to the other party, provided notice by the party claiming such extension is given within thirty (30) days after the commencement of the cause. Times of performance under this Note may also be extended in writing by the City and the Developer. 10. Assignments. The City, and the assignee of the City, shall have the right to assign this Note and the Deed of Trust securing this Note, without any further act of Developer. The assignee shall give notice to Developer as soon as practicable after such assignment. Date: J" - / �I�K CIVIC CENTER BARRIO HOUSING CORPORATION, a California nonprofit, public benefit corporation By: jJeKen Brown President, CEO 3 ACORD CERTIFICATE OF LIABILITY INSURANCE TM. DATE 101212007 PRODUCER Phone: (714) 973 -1436 Fax: (714) 973 -0611 ELMCO INSURANCE, INC. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1905 N. MAIN STREET HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR SANTA ANA CA 92706 -2779 LIMITS INSURERS AFFORDING COVERAGE NAIC # A enc Lic#: 0509747 INSURED INSURER A: CENTURY SURETY COMPANY 01124108 CIVIC CENTER BARRIO HOUSING CORPORATION INSURER B: PROGRESSIVE INSURANCE COMPANY DAMAGE TO RENTED PREMISES (Ea occurence) 980 WEST 17TH STREET SUITE E INSURER C: $ 2,000 SANTA ANA CA 92706 INSURER D: _ INSURER E: $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO ECT LOC J COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADD'L INSR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE MM/DD/YY POLICY EXPIRATION DATE MM /DD/VY LIMITS A AUTHORIZED REPRESENTATIVE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE a OCCUR CCP332156 01/24/07 01124108 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurence) $ 50,000 MED. EXP (Any one person) $ 2,000 PERSONAL & ADV INJURY $ 1,000,000 _ GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: X POLICY PRO ECT LOC J PRODUCTS - COMP /OP AGG. $ INCLUDED B AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS' CA015056473 'QA 4j'�;p + `•O V " SA ' to 01/24/07 �1 vO IS /� Ay I,J L / C . 10 oO `�+ ;oo City 01/24/08 Ea accident) SINGLE LIMIT dent $ 300,000 BODILY INJURY (Per person) $ X X BODILY INJURY (Per accident) $ X PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY ANY AUTO AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ EXCESS I UMBRELLA LIABILITY OCCUR � CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDED? If yes, describe under SPECIAL PROVISIONS below WC STATU- OTHER TORY LIMITS E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ OTHER: DESCRIPTION OF OPERATIONS /LOCATIONS/VEHICLES /EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS PROPERTY OWNER *10 DAY NOTICE DUE TO NONPAYMENT THE CERTIFICATE HOLDER IS NAMED AS ADDITIONAL INSURED AS REGARDS: 415/423 S. RAITT PROJECT ��n r rri­ ! IZ nvwarc L:ANGtLLA I ION CITY OF SANTA ANA SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE SANTA ANA, CA 92701 EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL *30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE Attention: Jennifer N. Hanson ACORD 25 (2001/08) Certificate # 37666 © ACORD CORPORATION 1988 POLICY NUMBER: CCP332156 COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ THIS CAREFULLY ADDITIONAL INSURED PRIMARY COVERAGE This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART This insurance is primary for the person or organization shown in the schedule, but only with respect to liability arising out of your work or that insured by or for you. Other insurance afforded to that insured will apply as excess and not contribute as primary to the insurance afforded by this endorsement. All other endorsement provisions, conditions and exclusions of this insurance shall remain unchanged and apply to the additional insured and described below. ADDITIONAL INSURED CITY OF SANTA ANA SANTA ANA, CA 92701 NAMED INSURED CIVIC CENTER BARRIO HOUSING CORPORATION 980 WEST 17TH STREET SUITE E SANTA ANA CA 92706 SCHEDULE CONTRACT /PROJECT 415/423 S. RAITT, SANTA ANA ok 10 A44R�� Rc� LISP C��y PS5`S�art Certificate # 37666 IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER The Certificate of Insurance on the reverse side of this form does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. M%,VRU Go-J kLUU I/U?J) Certificate #37666 Frow ELWO INSURANCE 714 973 0811 09/07/2007 17:42 #853 P.001 /002 Facsimile ELMCO INSURANCE, INC.I 1905 N. Main Street Santa Ana CA 92706 -2779 Phone (714) 973 -1436 Fax (714) 973 -0811 www.eimcoinsurance.com Agency Lic#: 0509747 September 7„ 2007 Insured: CIVIC CENTER BARRIO HOUSING CORPOR Company: Century Surety Company Policy #: CCP456776 Policy Period: JAN 24 07 To: JAN 24 08 Agency Lic#: 0509747 Total Number of Pages: 2 Civic Center Barrio Housing Corporation Phone: 714- 835 - -0406 Fax :. 714-835-7354 Mary Silva Re: Century Surety Company Pol# CCP456776 Attached please find the Certificate of Liability Insurance issued to above mentioned subject per your request. The Origin, hollow shortly'. Thank You for the opportunity to be of service. -� ! \ A 1 Manager den Page 1 From:ELMCO INSURANCE 714 973 0811 09/07/2007 17:43 4853 P.002/002 a CORD CERTIFICATE (MM/DD/YYYY) TM. ERTIFICATE OF LIABILITY INSURANCE 0910712007 PRODUCER Phone: (714) 9731436 Fax: (714) 973 -0811 THIS ERTIFICATE IS ISSUED )%1S A MATTER OF INFORMATION ELMCO INSURANCE, INC. ONLY �AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1905 N. MAIN STREET HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR SANTA ANA CA 92706- 27'i'9 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Agency Lid#: 0509747 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURER A: CENTURY SURETY COMPANY CIVIC CENTER BARRIO HOUSING CORPORATION INSURER B: PROGRESSIVE INSURANCE COMPANY 9$0 WEST 17TH STREET SUITE E SANTA ANA CA 92706 INSURER C: INSURER D: INSURER E: 16101V/ :4:7-Je4 S.9 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH .POLICIES. AGGREGATELIMITS :SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR ADDT INSRr TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPI ATTII N LIMITS A GENERAL LIABILITY X COMMERCIAL GE NERAL LIABILITY CLAIMS MADE n OCCUR CCP332156 01124107 01124/08 EACH OCCURRENCE $ 1,000,I)OD DAMAGE TQ RENTED ) PREMISES Ea om�uencal S 50,000 ET EXP (Any one person) $ 2,000 PERSONAL &ADV INJURY $ 1,000,000 _ GENERAL AGGREGATE S 2,000,000 GENT AGGREGATE LIN41T APPLIES PER: X ___1 POLICY PRO- LOC JI:CT PRODUCTS- COMP/OPAGG. S INCLUDED B AUTOMOBILE LIABILIlY ANY AUTO ALL OWNED AU1 OS SCHEDULED AU OS HIRED AUTOS NON-OWNED AUTOS CADISOSS473 01/24107 I , 01124/08 COMBINED SINGLE LIMIT (Ea accident) $ 300,000 BODILY INJURY (Per person) S X X BODILY INJURY (Pereecidenl) $ X PROPERTY DAMAGE Per accident $ GARAGE LIABILITY ANY AUTO • AUTO ONLY - EA ACCIDENT $ OTHER THAN EA ACC AUTO ONLY: AGG $ $ EXCESS I UMBRELLA LIABILITY OCCUR ❑ CLAIMS MADE DEDUCTIBLE RETENTION $ EACH OCCURRENCE $ AGGREGATE $ $ S WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETORIPARTNER/EXE CUrNE OFFICERIMEMBER EXCLUDED? If y—, doocdb. "dr, SPECIAL PROVISIONS below WC 9TATU- OTHER TORY LIMITS E.L. EACH ACCIDENT $ E.L. DISEASE -EA EMPLOYEE $ E.L DISEASE- POLICY LIMIT $ ...OTHER: DESCRIPTION OF OPER4TIONS /LOCATIONSIVEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/ SPECIAL PROVISIONS PROPERTY OWNER •10 DAY NOTICE DUE TO NONPAYMENT ^I I& nwi-10OR r nluIN CITY OF SANTA ANA HOUSING DIVISION SHOULD ANY OF THE ABOVE D RI OLICIES BE CANCELLED BEFORE THE P.O BOX 1988 (M -27) SANTA ANA, CA 92701 EXPIRATION DATE THEREOF, DAYS WR OTICE TO FAILUR DO Il{ALL 1 O I ING NSURER WILL ENDEAVOR TO MAIL *3o IFl HOLDER NAMED TO THE LEFT, BUT 00 IG OR LIABILITY OF ANY KIND UPON THE INSUR ITS AGENT E ENTA AUTHORIZED REPRE A Attention: HOUSING MANAGER Jennifer N. Hanson AI,UKV LD (LUUI /Un) Certificate IF 37431 CESACORD CORPORATION 19SO STATE COMPENSATION IN S U R A N C E FUND CIVIC CENTER BARRIO HOUSING CORP. 98o w 17TH ST STE E SANTA ANA CA 92706 Dear Policyholder, AUG 0 6 1001 JULY 30, �Q7 .r . asa°raSW r Policy 1167483 Your workers' compensation insurance policy will soon renew with State Fund. Enclosed is a list of certificates of insurance that were issued on your policy during the past policy year. These certificates will expire on the policy renewal date. Please take a moment to review the enclosed list and verify the accuracy of addresses, legal names, endorsements, etc. To ensure these certificates are issued appropriately, upon the renewal of your policy, please request changes as follows: 1. Note either "Yes" or "No" in the Automated Renewal column. If no change to the renewal status is necessary for a particular certificate, no additional notation is required. 2. Waivers of Subrogation do not automatically rollover. If a waiver is required, please indicate by writing "WAIVER" next to the certholder's name. 3. Note requests for other endorsements next to each certificate listed. The above will help ensure that certificates required upon the renewal of your policy are issued as requested. In addition, it will prevent the issuance of certificates that are no longer necessary. In order to change the status of these certificates, please return the amended list to State Fund no later than August 30, 2007. If State Fund does not receive the amended list by this date, all certificates will automatically be produced as listed. Lists that have no changes or notations need not be returned. Please fax the amended list to (866) 266 -2071. To avoid delays, please be certain to use the above fax number or the mailing address on the enclosed envelope. Should you have any questions, please contact us at (877) 405 -4545. Thank you, Customer Service Department Customer Service Center Enclosures Southern California Customer Service Center Mailing Address: P.O. Box 92503 ■ Los Angeles, CA 90009 -2503 1167483S al r w 1 N O a 1 N i p O I Y 1 W J I ❑ (1. a 1 Q I (0 W O CO 1 Q 3 I N N N N (9 7 N W I w W W w En w w H o C-) 0 O a I 0 W w a I n ¢ Q a 00 H 1 N a — N 1 0) W m z o 0. 1 0 J F- W I H V) I I �- } I O O O O Lr) (7 M (7 ( 7 \ 3 Q (n 1� w 1 Q O LL w 1 U U M - J 1 X \ \ V) Q 1 W Q r W N 1 N 0 } w = O W O J01 w O Q O I ¢ F w lL) H U I F- ¢ Y N U 1 O N ❑ ix a I w wF- 1 0 0 ¢ Q I a(z 1 U w 1 (P V) W 1 \ U I �- w Ww N F- m QQ N U z w H n n n r LL N w 1 0 Q O O 0 H = V) a 1 \ 7 \ \ \ F w H I 0. W d F- 0. I O O O O wo a QX1 \ N \ \ \ vJ 0 ❑w1 0 n 0 O O O U I r > Z w r J F- 0 F- r z z Q r o w H U U V) H _ ❑ D LL F- O S F- 2 F- W I o N O O 0 N Z F- V) o a D I W In 1 J of H UN I p V) O O O a F- 2 H I \ ¢ w \ Q \ \ J O w a O N x O N O 0 ¢ F- F- ¢ r w Q r w 3 = X¢ m f 7 f W V) W U \ Z Z w z H Q ¢ w O} LL W I W )- O! H= = H g 1 F- F-• I V) n V) F- a F- Q I Z (9 U I o O I UM W a Z I w zH I U -Z U W W> W I U M a l 0- a a a W JS HU } I �F- 1 V) LL O V) LL V) (n U wF- ¢ U 1 U NN I O O Z NH 32 H I H to I r ¢ w= U J I> H p I } } a J Q O I H F- V F- D Qw W w 0. 1 U H0(o HO O 0 V) 3 F- F U M n U co Cl) M Z w H H 0 - H z 0. m F- (n V) w 3 3 a •• F- m .. .. z .. z LL m F- ww(n W W w0 w0 O ^ -X X I >-0 }U F- UH UH Z= ❑W LL 1 OH= OH a HF- HF- F- H J u1 Z N I J F- F- F- J F- W F- Q F- Q ix QIx 0. 000 z 0.0 ❑ 0m 0 w tn3H V) M z 2Z z Zw U ww0E- w (7 w F- a a HZOZ N F V) Z V)O V)O U w w W d ww3 0 W a a Ha aM >- 1 (� N Wp" J W 0. 1 O w a pr ixp a plQ-1 O❑V)V) V) I p =) _j H DJ o Jz Jz a W H a w 1 N o n a N o J O a O a F- O w I F- Z2 Z2 w 20 F- =0 m¢z0 Q I z H C6 z H > LL a LL 0x02 p l W W F- W W WH W WH LL OH W Cl) p 1 g JF-n F- -j F- 0 F-J ❑ F-J N F-F- O 1 W Q I a QQO Q QQ QQ QQ (O w 0¢ W- z I v w \ I O z 0 r Z U U U U U U U 00 UQOO J I r0 w 1 J - OH O H H M H T Z= O LL O 1 Wq x I W LL Ln Z w LLJ r a � 0. 1 -- 0 Q I > FHA H F-H o> HJ 0 Z V) z w HF-r U) HF- z¢ F Q z F- < a�0E- p p w ❑ O (n O (n (n Cl) m O w U M w U w •• ZJ w 00 w 1 (n} ¢UZ NS ¢U ZwF- Uz ¢ W UZ 0 LL HUO=O o 1 W F- O w OH r. rL H W W H g 1d to W F- C6 < W HO < C6 W LL w O 1 v O 1 Z (O F- 0 a W (o F- (0 F- 0E-aa z 1 = I ¢0 000¢ ¢F- 00 wF-3 OQ 0.F- OQ V)W a I n 1 F-2 00NU F-z ON JZZ NU F-Z NU NQ >} 0. I �. W 1 0 x 0 N O V)W Jw0 O Z W M O w J H Z (9 I F- 1 000<- •• .-_j 0 2 m Q •• O m x •• J Q z 00 •• J F- Q¢ •• ¢ I UONO 1 00 Ua❑ V) 00 LL aMZ O (n a 0)Q O ¢ W 3 w U 1 r W00❑ ❑M O WOO ❑0 000Npm 0 -ZN0M U S W Z H I U-0 M N Z Z O LL J R f N z Z LL J U F- 0 Z 0 LL -j ¢ O Z O H F- ¢F- 0 LL I ozX www7 Ow- www ow a00w7 0 w X nw7 LL H 2 H I H O Q N >¢¢ N > 3 w N > O Q N N HZLLa a F- I >•tnm F-0) } W U- O)- } W -1 } W m F-(3) O F- H H 3 F- 1 w 0. 1 F- O V) F❑ V) F- 0 Cl) J F- O z v m U I J w 1 "000¢ +wr0¢ HWon< .•IWOQQ W H I W U I U =a 0 Uar u U 0.MLL U Ua'a(nU � U*-NM � i aF- F- 1 V) F- w (F * (r (n 1 I IX >* E H I F w I O H ❑ 1 (x co 1 r 1i) a F- w X 1 N T w U U Z) I Lz a Z I I al r wl O m I _M N ❑ (D 1 I W J I p (0 aY ' I F- Q 1 (D w (0 m I Q 3 1 V) cn M O 04 M W O 0 O w w N w Z Z >- .. _ V) p l m 1 W H U I 0 7 CY I 0 w (4 Cl I n ¢ Q a 00 H 1 N CL N 1 0) W m Z 0 a. 0 J F- W I H V) 1 n J [K 1 } I M O H X 1 LO 0- Q I OOP (py M \ 3 ¢ N I v w p 1 O LL w1 U co - J I X \ V) ¢ 1 w rn O i V) I r m r 0) = O W I O J 0 1 Q ¢ w Q O H w lO H Cj Q Y N U O O ❑ o a f co W F- 1 0 O O Q ¢ 1 . as I N V) w I rn (nw I H H U 1 > > V) ww ¢ Q F- m J J U Z S 2 LL w O \ 0 \ 0 0 \ V) a' 1 � F- a W H 1 F O y O M w a F a t O H Z O Z O m O m Lu p ¢ X I \ Z W \ H W r O O w 1 p D m O CA Y 2 Q = Q r0 LLJ F- 0 0 p Q Q Z 2 Z Q U a O Ix U U O w H U M U M U V) H p ❑ D LL Z m ❑ CO Q • w W 0 H O Q Iii (9 z m m to F- F- O S F- S F- W 1 O N O Q N O N 0 V) V) Z F- V) a 7 1 \ C9 \ \ H \ H O W V) 1 00 Z 00 C7 > J O J U V) 1 H - Z•1 K F- M H I \ N m \ ► (0 \ Q Q J O W a N D V N V) V O J O J m O N = r r J N r 7 r D W VI W U \ r S \_ U U Z Z w Z H a LL _ W 0.} LL W I W O O LL O W W IX H= = H x I F- 1 O O F- a F- Q l z (9 U I 1 Q a 1 C) a ur a Z I W Z H 1 Z a a W W> w I U H CY I a w 0 a z O a p a p W J S H U } 1 7 F- I V) S (n W S V) CL N a U w F- Q U 1 U V) N I F- LL LL H H Z (f) H 3 S H I H V) H I [L 1 F- 1 S m Q W= U J I> < r — F- ix J < O 1 H a CA a M � 3F�W a I U w0� w0 at 0w 0(0 Z WHHO 0M OM CV) LO MLO H zIx m F- .. J J r LL O LY F- ^ -X X I W W to }UF- W w (n }U F- F- N W ca U W ca Z = ❑ W LL I OJ O U to F- HJWZ 0 1 F-W J F-W J IT F-V a w Q OC N 3 H N x Z � m Z Z r O N U ww F- w a W a U \ Z r "ZOZ } N¢ (n Q W V) F- V) 0WwW H a(x 2 } 1 (0 F- p[Ya } ❑Ix a a m0. ix 0. uj a 1 0 H z W W < Ix F- H W W Q m V) W Q W Q OpNtn V) 1 w D J W Z W =1 _I W F- p J W 0 J W MW — ix N I `LU V) 0 a D V)00 x 00 00 F- O a Q Z O W I xZ ZSQ mZ ZS¢ C'i SQ SQ a 1 O Q H J i Q H J x 0 J J O f O Z ❑ 1 U Z W -1 O Z W -1 O W J W J N LL 0 L F-F- M O 1 00 0 1 Q 1 H 0 L JF- H Q Q> UH LL JF- H Q Q> YLO U) F-H Q> LO F-H Cl) W 0¢R Z I 'q (D \ I ZaLL ZU ❑ ZU UH U r U Q> U co 0<00 J I n0 w 1 OLLa' 0—Y w H 7 n Z= OLL <— a O I (D -T a l r Q 1 00 QO LL JX Hai F- LL (X f.•1 Fn LL < (D aZmV) I z I z F- 1-I Q HF- a 0z H r-1 Q HF-a V) pZ H Q F-0. N OF- H Q F-a ' D DF- LO 1 1-100 as ZOO 0m ZQN m ZZN a' r V) Z) V) to zJ W Cl) (Y I V) H O) 0 W .. H H 0) ❑ W .. D> J W•• 7) W J W•• H O LL 00 W 1 :3tnCl) QUZ V)V)M Q0z LL Oa UZ LLma 0 UOO r••. ❑J 1 S >w 0 W IOH 7 H O> W O LO LOH Z }O W LO OH }a W LO LL W OF- ma O 1 d• Z I r 0 I S I H F- LL ❑N 000Q m F- S 1-1 F- 0 V) OOOQ m F- F- ❑ 0 H H (01-- NoQ E- Q 0 M H V) w a 1 v 1 O o 0 N 0 LL O O N U O Z N N N U HaH O W N MOQ r N U V) Q >} [1! 1 W I F- F- 0) O O F- F- m O 0 w CY m O O O m 0) O W J H Z H QQ 0 1 •• i- 1 F- z V) 0 (0 •• •• J z to 0 (0 •• J W W W M •• J w W M • - J Qw3 w Q I 1 Z W F- 1 00 F- W F- 1 00 u> 1 0 F-> 1 0 m LLJ U wzoz V mmm W-Zzo oom ZXOZQOOM JOH (00m J'EH (0 pm IU- oz LL I F -OMXWW W 7 waa W rZZO aZMOOZO <OMOOZO CV Z LL H LLLrx W H 1 ix J QLO QW Oa 0) mommwww7 F-J QLO ¢Lu Oam Z 0(0 O V)<O HZ U(O w7 Zz U' O 0<0 HY ww-� O F-H F- 1 I a >00 a >00 F- F- OH U(0 F- V)OH V m W U 1 J W I W W co QQ W W0I0 QQ QF- NSJ QHNSJ f UrNM H 1 W LY I aF- U I p ❑r U) L) ❑❑rV)U Z Q r U H ZarUH F- 1 N F- W 3F iE lE to 1 fY 1 a > * #* H I F- w I O H p l m m l w m 1 N N N N W U U D 1 a Q Z I ■ ■ n I p w N V) w K CL a tn tn 0) V) V) w J Z II D } p U W H 3 J w OZ (L w w 2} F- J J O U LL H F- p ¢ w� 7 O V) F- V) D H Q in w wm ¢ J U J H M U. 3 F F- < ui U F- LL V) O F- aw w U LL m 7 O Z J W ¢ m F- m O 7 F- Z al [� W 1 �t O l 1 N 1 p (D 1 Y I W J I p (D K 1 F- ¢ 1 (0 w (D m 1 ¢ 3 I V) (D O N m W I W V) O Z 1 } .. _ to p l (D F- w 1 w H tD U 1 0 D m 1 0 w cD a 1 n ¢ ¢ D! 00 H 1 N a N 1 W m z O a 1 O J �•- W I M (n 1 n J 1 F- } I Q Q H x i to a¢ I Cl) \ 3 ¢ (n I d' w p I Q LL W I (.) Cl) - J 1 x \ cn ¢ I w n w V) I O > = O w 1 O J01 w p ¢ O 1 F- W In H U 1 ¢ Y N U I p a 1 co W F- 1 ¢ ¢ 1 a a 1 W 0) D1 V) W I U I (n ww ¢¢ U Z H n LL N W I Q H = V) a' I \ F-a wH I a w a F- a 1 O wp ¢X1 \ U J O p w 1 O O U } 2 w J F- (7 F- Z m Z ¢ O W H U U N H = p D LL F- LU W O H O W F- O 2 F- 2 F- w 1 O w N z F- V) a 0 1 \ H = H O W V) 1 F- J O J H U V) 1 O V) H I J O~ w O Y ¢ f- F- ¢ — O 3 = X ¢ m O w V) w U 0: Z Z w Z H m W O} LL W I W ix H= = H M 1 F- F- 1 m F- IX F- ¢ I Z 0 U 1 Cl) LU Z I W Z H 1 +- W W >W 1 (i HM 1 0. '- W J2HU } 1 Z) F- 1 N U W F- ¢ U 1 U N V) 1 Z N I-+ 3 2 H I H V) H I ¢ W= U J I> H p l Q J ¢ O 1 M D ¢www a1U O in 3 F- F- M Z w H H 0 \ H z a m F- F- w33 -- w LL a F- w w O .-. -X X 1 U O_ Z= p W LL 1 HF- F- HJ W Z V) 1 F-V) w V) 3 H V) Z p U w w D F- z H Z O Z N¢ U w W W a m J H a' a' x } I (D D! W 2 J w a 1 0 O a c� O p V) N V) 1 U J H awH(Y V) 1 OS (x 2¢ Z 0 I w ui 0 x0z p1 m wm LLOHW (h p 1 F-� N F- F- 0 1 CO ¢ 1 m ¢ Cl) W OQa Z I C(D \ I O U 0o U¢ a J I n 0 W I a M•• V Z= OLL O 1 (0't g 1 LL Co n ¢ 2 a 1 —0 ¢ I F- H O (0 aZmtn r I Z I O x O F- In I LL a �- NONN M a 1 Oa W •- ZJ w ao w 1 aw 0 ROLL : p 1 n. LL O U 0 0' J I 1 LL W H LL w O 1 O 1 Z H (D F- 0 F-0!2 Z 1 2 1 O W O¢ N W a 1 n I Z LL 00 N U V)¢ >} a 1 W 1 a- 00 O W JHZ (7 1 F- I ¢ .. -j F- ¢¢ •• ¢ 1 UEr¢ O ¢ w 3 w U 1 H Z N p m U 2 w Z H I ¢ Y X¢ O Z O 1- +F-¢F- O LL 1 O nw7 LL H S M I m¢ N N H Z LL Q' Z F- (7) Q F-HH3 F- 1 w a' 1 wF- OZ V m U 1 J W 1 ¢F- ¢¢ H I W U 1 cn¢a(nU � CU-J) �N(7 C! 1 aF- F- 1 in F- W iF iF iF in 1 a I a >* -7E iF H 1 F- W 1 O H p l = m 1 00 a H w Z i w U U 7 1 a ¢ Z I n I p w N V) w K CL a tn tn 0) V) V) w J Z II D } p U W H 3 J w OZ (L w w 2} F- J J O U LL H F- p ¢ w� 7 O V) F- V) D H Q in w wm ¢ J U J H M U. 3 F F- < ui U F- LL V) O F- aw w U LL m 7 O Z J W ¢ m F- m O 7 F- Z