Real Estate Sales Agreement PROJECT: Randall Curve Property
FOLIO NO: 37690040003
REAL ESTATE SALES AGREEMENT
THIS AGREEMENT made and entered into this 7:'k7``\ day ofd 2019, by and
between the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA,
hereinafter referred to as "Seller" whose mailing address is 3335 Tamiami Trail East, Naples, FL
34112, and, RICHARD D. YOVANOVICH, SUCCESSOR TRUSTEE (AND NOT
INDIVIDUALLY), hereinafter referred to as "Purchaser" whose mailing address is do Crown
Management Services, LLC, 207 Cherry Hill Drive, Presto, PA 15142.
WHEREAS, Seller desires to sell the 47 +/- acre parcel defined below as the County Property
for a cash payment and exchange of a 10 +/- acre parcel defined below as the Estates
Shopping Property owned by Purchaser on the terms and conditions hereinafter set forth.
WHEREAS, Seller shall retain a "useable" one-acre tract of land on the County Property to
facilitate a County service building to serve the community.
NOW, THEREFORE, in consideration of the recitals, the mutual covenants hereinafter set forth
and other good and valuable considerations, the receipt and sufficiency of which are hereby
mutually acknowledged, it is agreed by and between the parties as follows:
I. RANDALL CURVE PROPERTY. The real property owned by Seller and to be sold to
Purchaser, which is subject to this Agreement, (hereinafter referred to as "County Property") is
located in Collier County, Florida, is commonly known as the Randall Curve Property and
described on Exhibit "A" attached hereto and made a part hereof.
2. ESTATES SHOPPING PROPERTY. The real property owned by Purchaser and to be
conveyed to Seller, which is subject to this Agreement, (hereinafter referred to as "Estates
Shopping Property") is located in Collier County, Florida and described on Exhibit "B" attached
hereto and made a part hereof.
3. SALE, CONVEYANCE and EXCHANGE. Seller agrees to sell and convey Seller's right, title
and interest in and to the County Property less a one-acre useable tract ("One-Acre Tract") to
Purchaser, and Purchaser agrees to purchase the County Property from Seller at the price and
upon the terms and conditions hereinafter set forth. In addition to the Purchase Price (defined
below), in exchange for the County Property, Purchaser shall convey at no cost to Seller the
Estates Shopping Property, at the terms and conditions hereinafter set forth. Both the County
Property and the Estates Shopping are being sold in their "as is" condition. THE "AS-IS"
NATURE OF THIS AGREEMENT APPLIES TO ALL ASPECTS OF BOTH THE COUNTY
PROPERTY AND ESTATES SHOPPING PROPERTY. THE PARTIES ACKNOWLEDGE AND
AGREE THAT THE "AS-IS" NATURE OF THIS AGREEMENT WAS THE BASIS FOR
DETERMINING THE PURCHASE PRICE. THE PURCHASE PRICE FOR THE COUNTY
PROPERTY IS BASED UPON LAND VALUE ONLY AND NO VALUE HAS BEEN
ATTRIBUTED TO ANY STRUCTURE OR OTHER IMPROVEMENTS CONSTRUCTED ON
THE COUNTY PROPERTY OR THE ESTATES SHOPPING PROPERTY. NEITHER
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PURCHASER NOR SELL SHALL HAVE ANY MAINTENANCE OR RISK OF LOSS
RESPONSIBILITIES WITH RESPECT TO THEIR RESPECTIVE PROPERTY.
4. EXECUTION OF AGREEMENT. Purchaser shall execute this Agreement in advance of
submittal to the Board of County Commissioners. The date the Board of County Commissioners
approve of this Agreement shall be referred to herein as the "Effective Date".
5. TITLE. Title to the County Property shall be conveyed to Purchaser by Statutory Deed and
title to the Estates Shopping Property shall be conveyed to Seller by Special Warranty Deed. In
addition to the foregoing, both parties agree to execute an owner's gap, construction lien and
non-foreign affidavit, closing statement and all such other documentation requested by either
party's attorney in order for it to obtain an owner's title insurance policy.
6. PURCHASE PRICE. The Purchase Price ("Purchase Price") for the County Property is
THREE MILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($3,750,000), payable by
Purchaser to Seller. Within three (3) business days after the Effective Date, Purchaser shall
pay to Coleman, Yovanovich & Koester, P.A. ("Escrow Agent"), an initial deposit in the amount
of ONE HUNDRED EIGHTY-SEVEN THOUSAND, FIVE HUNDRED DOLLARS ($187,500)
hereinafter referred to as ("Initial Deposit"). Prior to the end of the ninety (90) day Due Diligence
Period, if Purchaser has not elected to terminate this Agreement, Purchaser shall pay to Escrow
Agent an additional sum of ONE HUNDRED EIGHTY-SEVEN THOUSAND, FIVE HUNDRED
DOLLARS ($187,500), hereinafter referred to as ("Second Deposit") so that the total deposit
equals THREE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($375,000) and shall be
non-refundable except for Seller's default or Purchaser's failure to obtain all required County
land use entitlements and all required State and Federal approvals set forth in Section 8, below.
The Initial Deposit and the Second Deposit shall collectively be referred to as the "Earnest
Money." The balance, after credit of the Earnest Money and any prorations and adjustments,
shall be paid by PURCHASER to SELLER at closing of this transaction.
7. INPECTION PERIOD AND DUE DILIGENCE. Purchaser shall have a period of ninety (90)
days from and after the Effective Date ("Due Diligence Period") to inspect the County Property,
including the right to make engineering and soil tests, analyses and other investigations, and to
investigate and/or review any other facts, circumstances or matters, or to perform any and all
due diligence, which Purchaser deems relevant to the purchase of the County Property. This
Agreement shall terminate if prior to the expiration of the Due Diligence Period, Purchaser
delivers to Seller written notice that the County Property is not suitable to Purchaser for any or
no reason in Purchaser's sole and absolute discretion. If Purchaser terminates this Agreement
pursuant to this Section, then upon such termination, Purchaser shall receive an immediate
refund of the Initial Deposit then held by Escrow Agent, and thereafter neither party shall have
any further obligations to the other hereunder.
8. LAND USE ENTITLEMENT CONDITIONS. Purchaser's obligation to purchase the County
Property and exchange the Estates Shopping Property is contingent upon Purchaser obtaining:
(a) final approval of any rezone, and any amendment(s) to the Collier County Growth
Management Plan and/or Land Development Code, as are necessary to obtain such rezone, to
permit commercial and/or residential uses on the County Property acceptable to the Purchaser
in Purchaser's sole and absolute discretion, and (b) an amendment to the Estates Shopping
Center Sub-district and the Estates Shopping Center CPUD to eliminate the grocery store
requirement and to add the County's proposed uses for essential public service to include, but
not be limited to, workforce housing, senior housing, VA nursing home and an animal sanctuary.
Purchaser shall work with the Seller during the entitlement process to agree upon the legal
description of the One-Acre Tract and to define and develop the appropriate development
standards for the One-Acre Tract. The One-Acre Tract will be fully mitigated and not required to
provide preserve, open space, water quality and water quantity management within the acre
and shall have access to the main access road of the development. The Purchaser will work
with the Seller's representative to define development standards that reduce the setbacks and
buffering to the parent parcel during the rezone process, eliminate the grocery store
requirement and obtain uses on the remaining parcel between Wilson Boulevard and 1st Street
Northwest acceptable to Purchaser in Purchaser's sole and absolute discretion.
During the entitlement process, at Purchaser's request, Seller shall execute all petitions to add
the Purchaser's desired uses on the County Property including, but not limited to, a petition to
amend the Collier County Growth Management Plan and a petition to rezone the County
Property.
The Purchaser shall use his best efforts to obtain the land use entitlements within twenty-four
(24) months of the execution of this Agreement. Should the Purchaser fail to complete the
entitlement process within thirty (30) months, then this Agreement shall terminate and the
Earnest Money shall be returned to the Purchaser and the parties shall have no further
obligations hereunder.
9. TITLE AND SURVEY EXAMINATION.
A. Within forty-five (45) days after the Effective Date, Purchaser may obtain a
title insurance commitment with respect to the County Property ("Title
Commitment"). If the Title Commitment reflects that title to the County Property is
subject to matters that are not acceptable to Purchaser, Purchaser shall notify
Seller of Purchaser's objections to the same in writing by no later than forty-five (45)
days after the Effective Date, and the same shall be treated as defect(s)
("Objections"). Unless Purchaser timely delivers written notice to Seller of the
Objections, Purchaser shall be deemed to accept title to the County Property in its
then existing condition. Seller shall, by no later than ten (10) days from and after
receipt of the Objections, provide written notice to Purchaser stating whether it will
cure (or attempt to cure) the Objections, which decision shall be in Seller's sole and
absolute discretion. If Seller elects to cure (or attempt to cure) the Objections,
Seller shall have until the expiration of the Due Diligence Period (the "Cure Period").
If Seller does not agree to cure the Objections (or if Seller elects to attempt to cure
one or more Objections, but is unable to timely cure the same prior to the expiration
of the Cure Period), Purchaser shall have the option of either: (i) proceeding with
this transaction in accordance with the terms and provisions hereof and accepting
all title matters in their then existing condition; or (ii) terminating this transaction
upon notice to Seller prior to the expiration of the Due Diligence Period, whereupon
the Initial Deposit shall be returned to Purchaser, and Seller and Purchaser shall be
released from any and all further obligations and liabilities arising under or out of
this Agreement. Despite the foregoing, Seller shall be required to cure defects in
title related to monetary items such as liens or mortgages created by Seller or as a
consequence of Seller's ownership of the County Property. Between the Effective
Date and Closing, neither party shall encumber their respective property with any
lien or other encumbrance that is not expressly permitted or reasonably
contemplated by this Agreement or that cannot be satisfied or otherwise discharged
by prior to or in conjunction with Closing.
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B. Within forty-five (45) days after the Effective Date, Purchaser may obtain a
boundary survey of the County Property ("Survey"). If Purchaser obtains the
Survey, and the Survey correctly shows: (a) an encroachment onto the County
Property, (b) that an improvement located on the County Property projects onto
lands of others, (c) lack of legal access, or (d) encumbrances or defects, then
Purchaser may provide Seller with a copy of the Survey and notify Seller of any
such encroachment, encumbrance or defect and the same shall be treated as
Objections and are subject to the provisions of Section 9.A, above. If Purchaser
has failed to terminate the Agreement prior to the expiration of the Due Diligence
Period, then Purchaser shall be deemed to have accepted all survey related
matters in their existing condition.
10. PRORATIONS, ADJUSTMENTS AND CLOSING COSTS.
A. The following items shall be prorated and adjusted between Seller and Purchaser
as of midnight of the day preceding closing:
1. All installments or special assessments payable after the closing, whether for work
commenced as of the closing or otherwise, shall be paid exclusively by Purchaser.
2. All other items required by any other provision of this Agreement to be prorated or
adjusted.
3. At the closing, the amount of proration and adjustments as aforesaid shall be
determined or estimated to the extent practicable and the monetary adjustment
shall be made between Seller and Purchaser. All such prorations and adjustment
shall be final.
B. Purchaser shall pay for all costs associated with this transaction including, but not limited to
all the associated costs of the land swap including zoning and use approvals, engineering,
surveying, transfer, documentary taxes, and recording costs for any curative instruments.
Purchaser agrees to pay the cost of publication of the legal notice soliciting bids on the
Premises. Seller shall pay the costs of recording the conveyance instrument.
11. DEFAULTS AND TERMINATION. If Purchaser defaults hereunder and such default has not
been cured within ten (10) days after written notice of such default to Purchaser, then provided
Seller is not in default, Seller's sole remedy shall be to terminate this Agreement by giving
Written Notice thereof to Purchaser, whereupon the Earnest Money paid to date shall be
retained by Seller as liquidated damages which shall be Seller's sole and exclusive remedy, and
neither party shall have any further liability or obligation to the other. The parties acknowledge
and agree that Seller's actual damages in the event of Purchaser's default are uncertain in
amount and difficult to ascertain and that said amount of liquidated damages was reasonably
determined by mutual agreement between the parties and said sum was not intended to be a
penalty in nature.
If Seller defaults hereunder and such default has not been cured within thirty (30) days after
Written Notice of such default to Seller, and provided Purchaser is not in default, Purchaser
may, at its option: (a) terminate this Agreement, whereupon the Earnest Money shall be
returned to Purchaser and neither party shall have any further liability or obligation to the other,
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(b) enforce this Agreement by a suit for specific performance, or (c) pursue any other remedy
available by law or in equity.
12. EXPENSES. Any and all costs and expenses incurred by Seller in connection with this
transaction, including, without limitation, associated costs of the land swap including zoning and
use approvals recording fees, conveyance fees, public notice cost, documentary and intangible
taxes of every nature and kind whatsoever, shall be borne and paid by Purchaser.
Notwithstanding the foregoing, Seller shall be responsible for Seller's legal fees and expenses.
13. INTERMEDIARIES. Any and all brokerage commissions or fees brought about by the action
of Purchaser shall be the sole responsibility of the Purchaser. Purchaser shall indemnify Seller
and hold Seller harmless from and against any claim or liability for commission or fees to any
broker or any other person or party claiming to have been engaged by Purchaser as a real
estate broker, salesman or representative, in connection with this Agreement, including costs
and reasonable attorneys' fees incident thereto. Notwithstanding the foregoing, Seller
represents and warrants that no brokers or realtors have been engaged by Seller with respect to
the purchase and/or sale of the County Property or the Estates Shopping Property. This
provision shall survive closing of this transaction.
14. CLOSING. Closing shall take place during normal business hours at the offices of the
Escrow Agent, 4001 Tamiami Trail North, Suite 300, Naples, Florida, 34103, or such other
location as parties may select, within 30 days from the date Purchaser obtains the last of all
necessary County, State and Federal approvals.
15. GENERAL PROVISIONS.
A. This Agreement, including all exhibits attached hereto and documents to be
delivered pursuant hereto, shall constitute the entire agreement and understanding of the
parties, and there are no other prior or contemporaneous written or oral agreements,
undertakings, promises, warranties or covenants not contained herein.
B. This Agreement may be amended only by a written memorandum subsequently
executed by all the parties hereto.
C. No waiver of any provision or condition of this Agreement by any party shall be
valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any
other or similar provision or of any future event, act or default.
D. Time is of the essence of this Agreement. In the computation of any period
provided for in this Agreement or by law, any date falling on a Saturday, Sunday or legal holiday
shall be deemed to refer to the next day which is not a Saturday, Sunday or legal holiday.
E. In the event that any provision of this Agreement shall be unenforceable in whole or
in part, such provision shall be limited to the extent necessary to render the same valid, or shall
be excised from this Agreement, as circumstances require, and this Agreement shall be
construed as if said provision had been incorporated herein as so limited, or as if said provision
had not been included herein, as the case may be.
F. Headings of paragraphs are for convenience of reference only and shall not be
construed as a part of this Agreement.
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G. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto, and their respective heirs, executors, personal representatives, successors and assigns,
provided, however, that this Agreement may not be assigned by Purchaser without the prior
express written consent of Seller, which consent may be withheld for any reason whatsoever.
Notwithstanding the foregoing, Purchase may elect to take title to the County Property in the
name of a trust and/or entity related to Purchase or Robert Crown.
H. Any and all notices permitted, or required to be given hereunder, shall be in writing
and shall be either personally delivered to the party or shall be sent by United States mail,
postage prepaid, registered or certified mail to the following addresses. Any such notice shall
be deemed given and effective upon receipt or refusal of delivery thereof by the primary party to
whom it is to be sent.
AS TO SELLER: Collier County Real Property Management
Attention: Toni A. Mott
3335 East Tamiami Trail, Naples, Florida 34112
WITH A COPY TO: Collier County Attorney's Office
Attention: Jeffrey A. Klatzkow, County Attorney
W. Harmon Turner Building, 8th Floor
3335 East Tamiami Trail, Naples, Florida 34112
AS TO PURCHASER: Crown Management Services, LLC
Attention: Robert Crown
207 Cherry Hill Drive
Presto, PA 15142
WITH A COPY TO: Richard D. Yovanovich, Esq.
Coleman, Yovanovich & Koester, P.A.
4001 Tamiami Trail North, Suite 300
Naples, FL 34103
I. This Agreement shall be governed in all respects by the laws of the State of
Florida. If any legal action or other proceeding is brought for the enforcement of this Agreement,
or because of an alleged dispute, breach or default in connection with any of the provisions of
the Agreement, the prevailing party shall be entitled to recover reasonable paralegal and
attorneys' fees and all out of pocket third party costs incurred in that action or proceeding,
including those related to appeals.
J. This Agreement may be executed in any number of counterparts, any or all of which
may contain the signatures of less than all the parties, and all of which shall be construed
together as but a single instrument.
K. Possession of the County Property shall be delivered to the Purchaser at Closing.
Possession of the Estates Shopping Property shall be delivered to the Seller at Closing.
L. The word "Closing", or words of similar import as used in this Agreement, shall be
construed to mean the originally fixed time and closing date specified herein or any adjourned
time and date provided for herein or agreed to in writing by the parties, or any earlier date
permitted herein.
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M. This Agreement is between Seller and Purchaser and no other party shall, under
any circumstances, be deemed to be a beneficiary of any of the terms and conditions to be
performed by Seller pursuant to this Agreement.
N. All the parties to this Agreement have participated fully in the negotiation and
preparation hereof; and, accordingly, this Agreement shall not be more strictly construed against
any one of the parties hereto.
O. Neither this Agreement nor any memorandum or evidence hereof shall be recorded
in any public records by Purchaser. If so recorded by Purchaser, this Agreement shall be
deemed ipso facto canceled and terminated, the Earnest Money shall thereupon be retained by
or paid to Seller as liquidated damages for such default, and Purchaser shall have no further
interest in the County Property, pursuant to this Agreement or otherwise.
P. Any prior agreements, representations, understandings or oral statements,
including, but not limited to rendering or representations contained in sales brochures, maps,
sketches, advertising or sales materials, and oral statements of sales representatives, if not
expressed in this Agreement, are void, have no effect, and have not been relied upon by
Purchaser.
16. ESCROW AGENT. Escrow Agent shall not be responsible for any defaults hereunder
by any party. In the event of an actual or potential dispute as to the rights of the parties hereto
under this Agreement, the Escrow Agent may in its sole discretion, continue to hold the Earnest
Money until the parties mutually agree to the release thereof, or until a judgment of a court of
competent jurisdiction shall determine the rights of the parties thereto, or it may deposit any
monies and all instruments held pursuant to this Agreement with the Clerk of Court, Collier
County, Florida, and upon notifying all parties concerned of such action, all liability on the part of
the Escrow Agent shall fully terminate, except to the extent of an account of any monies
theretofore delivered out of escrow. All parties agree that Escrow Agent shall not be liable to
any party or person whomsoever for any action taken or omitted by Escrow Agent, including but
not limited to any mis-delivery of monies or instruments subject to this escrow, unless such mis-
delivery shall be due to willful breach in bad faith of this Agreement or gross negligence on the
part of the Escrow Agent. All of the terms and conditions in connection with Escrow Agent's
duties and responsibilities and the rights of Seller, Purchaser and any lender or anyone else,
are contained in this instrument, and the Escrow Agent is not required to be familiar with the
provisions of any other instrument or agreement, and shall not be charged with any
responsibility or liability in connection with the observance or non-observance by anyone of the
provisions of any other such instrument or agreement. Escrow Agent may rely and shall be
protected in acting upon any paper or other document which may be submitted to Escrow Agent
in connection with its duties hereunder and which is believed by Escrow Agent to be genuine
and to have been signed or presented by the property party or parties and shall have no liability
or responsibility with respect to the form, execution or validity thereof. Escrow Agent shall not
be required to institute or defend any action or legal process involving any matter referred to
herein which in any manner affects it or Escrow Agent's duties or liabilities hereunder unless or
until required to do so by the Purchaser or Seller, and then only upon receiving full indemnity in
an amount and of such character as Escrow Agent shall require, against any and all claims,
liabilities, judgments, attorneys' fees and other expenses of every kind in relation thereto, except
in the case of Escrow Agent's own willful misconduct or gross negligence. Escrow Agent shall
not be bound in any way or affected by any notice of any modification, cancellation, abrogation
or rescission of this Agreement, or any fact or circumstance affecting or alleged to affect the
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rights or liabilities of any other persons, unless Escrow Agent has received written notice
satisfactory to Escrow Agent signed by all parties to this Agreement.
17. OTHER PROVISIONS:
A. Seller and Purchaser have the right to maintain possession of their respective
properties until the date of closing.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first above written.
AS TO SELLER:
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DATED: , q6. l
ATTEST: BOARD OF i er. ,TY COMMISSIONERS OF
_CRYSTAL K. KINZEL, Clerk CO LIE ' • ►A TY, FLORIDA
A ', i W . I t! der: By: .......i.
Attestas,to ChairtaputWey ,t: ' iam L. McDaniel,Jr., Chair an
signature only.
Apprkre• .. is form and legality:
'lu
Jeffrey '. Kla ow
County i ttor -
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AS TO PURCHASER (as to all):
DATED: 1/ //f )
i / Richard D. Yovanovich, as Successor
/ Trustee under Land Trust Agreement
Dated June 10, 2009 known as Trust
Witiless((signat ) .. Number 850.045
P+ntName: tIG� Lk_CC VASCI ' ° ,
Witness (sigga�ture �'� ��,,�- Richard D. Yovanovich, as Successor
Print Name: Wil( A'O2 Trustee of Land Trust 850.028 under
Land Trust Agreement dated
December 1, 2005
Richard D. Yovanovich, as Successor
Trustee of the Golden Gate Boulevard
West Trust
Richard D. Yovanovich, as Successor
Trustee of Land Trust 850.024 under
Land Trust Agreement dated
December 1, 2005
Richard D. Yovanovich, as Successor
Trustee of Land Trust 850.031 under
Land Trust Agreement dated
December 1, 2005
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Exhibit "A'
County Property
All of Tract "A", Golden Gate Estates, Unit 22, according to the plat thereof as
recorded in Plat Book 7, Pages 83 and 84 of the Public Records of Collier County,
Florida, LESS AND EXCEPT that portion conveyed by Statutory Deed and recorded
in Q.R. Book 4079, Page 1358.
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Exhibit "B"
Estates Shopping Property
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