Loading...
HomeMy WebLinkAboutSTIPKOVICH, ELISA - 2017N-2017-154 AM -4 W c). c Mo (4) / (JI.b&2! CONSULTING AGREEMENT THIS CONSULTING AGREEMENT ("Agreement") is made and entered into this 3rd day of August, 2017, by and between Elisa Stipkovich ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Client"). RECITALS A. Client and Consultant desire to create an independent contractor relationship in connection with the services that Consultant may perform for Client, as described below. B. In undertaking the performance of this Agreement, Consultant represents that she is knowledgeable in her field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform those services as set forth in Exhibit A to this Agreement. 2. COMPENSATION a. As full consideration for all services to be rendered by Consultant pursuant this Agreement, Client shall pay Consultant one -hundred and fifty dollars ($150.00) per hour of service. Consultant expressly acknowledges that she shall receive no other compensation for services rendered pursuant to this Agreement, and specifically acknowledges that she shall not receive medical, life or other insurance, vacation, sick days or holiday benefits, or any other benefits. In connection with payment of Compensation hereunder, Client shall provide both Consultant and the IRS with IRS form 1099. The total sum to be expended under this Agreement shall not exceed twenty-five thousand dollars ($25,000.00) during the term of this Agreement. b. Consultant shall be reasonably reimbursed by Client for extraordinary costs and expenses incurred in connection with the performance of her duties under this Agreement. The parties expressly acknowledge and agree that Compensation as defined above does not encompass reimbursement for extraordinary costs and expenses, such as travel, parking, overnight delivery, photocopying, postage, entertaining others on behalf of Client, etc. Costs of travel using Consultant's personal car shall be reimbursed at the IRS rate, and all other extraordinary costs and expenses shall be reimbursed at actual cost. As used herein, the term "travel" specifically excludes commuting to/from Client's offices, and therefore shall not be reimbursable. Client shall not be obligated to reimburse Consultant for extraordinary costs and expenses greater than $50.00 per occurrence, unless Client shall have specifically agreed in advance, prior to the time such extraordinary costs and expenses are incurred, to reimburse Consultant for same. G. Payment by Client shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to Client accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by Client. 3. TERM This Agreement shall be effective as of August 1, 2017, and shall terminate upon written notice by either party as provided in section 14 below. 4. RESPONSIBILITIES OF THE PARTIES a. Consultant shall determine the method, details, and means of performing the services described herein. b. Consultant agrees to accept exclusive liability for the payment of payroll taxes, self-employment taxes, and social security and other contributions that are based on the Compensation paid to Consultant hereunder or on the wages, salaries, or other remuneration paid to Consultant, if any. Consultant further promises and agrees to reimburse and to defend and hold harmless Client for any such taxes or contributions that Client may be compelled to pay. C. Consultant shall supply at his own expense all office space, office supplies, and all other tools and instrumentalities required to perform services under this Agreement. d. The parties agree, and Client expressly acknowledges, that Consultant may select Consultant's own specific time or period of time to perform the services set forth in this Agreement, and that Consultant may perform services under this Agreement at Client's facilities during hours that Client is not open to the general public for business. Client expressly acknowledges that Consultant may refuse to perform services under this Agreement for any time or period of time, even if so requested to perform such services by Client. e. The parties agree that Consultant shall be subject to no restraint in performing Consultant's contractual services, other than federal, state and local laws. Consultant shall act in a manner that will not detrimentally affect the operation or reputation of Client at any time in which Consultant is performing services pursuant to this Agreement. The parties agree, and Consultant expressly acknowledges, that Client will not provide Consultant with any training whatsoever as to the methods or techniques to be used by Consultant in performing the services contemplated hereunder. 6. INDEPENDENT CONTRACTOR Consultant acknowledges that the services rendered pursuant to this Agreement are for a specified price for a specified result and that Consultant is under the control of Client as to the result of the Scope of Work only, and not as to the means by which such result is accomplished. As such, Consultant acknowledges that she is an independent contractor within the meaning of California law and accepts the legal consequences of such status. Consultant acknowledges that these consequences include, but are not limited to, the following: a. Client will not incur liability for gross negligent or fraudulent acts of Consultant solely on the basis of their relationship. b. Consultant is excluded from the benefits of state workers compensation insurance. Hence, to the extent desired by Consultant, adequate levels of medical and disability insurance coverage should be maintained by Consultant to provide benefits in the event that Consultant sustains injuries while performing services pursuant to this Agreement which are not the fault, or due to the negligence of, Client. C. Consultant is excluded from receiving state unemployment and disability insurance benefits. d. Client shall not deduct from the Compensation of Consultant any amount for: (1) federal or state income tax withholding, (2) the "employees' portion" under the Federal Insurance Contribution Act (FICA), or (3) "employee contributions" to any state disability funds; nor is Client required to make payments on Consultant's behalf for the "employer's portion" under FICA or under the Federal Unemployment Tax Act. Consultant acknowledges that Consultant is self-employed and that Consultant's earnings are self-employment earnings and, as such, are subject to self-employment tax. e. Consultant is excluded from state and federal labor laws that regulate the payment of wages, including, but not limited to, minimum wage and overtime provisions promulgated by state agencies and/or the regulations promulgated by the Department of Labor pursuant to the Fair Labor Standards Act. 6. NO LIMITATIONS ON OUTSIDE ACTIVITIES The parties agree, and Client expressly acknowledges, that Consultant is free to offer professional advisory services to any other corporation, person or entity, whether engaged in the same business as Client or not. This Agreement is only intended to create an exclusive contractual relationship between Consultant and Client for the purpose of negotiations with Caribou Industries, Inc. Client expressly acknowledges that Consultant is free to engage in any other business or employment during the term of this Agreement so long as Consultant provides the services contemplated hereunder in a timely manner. 7. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for Client to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that Client is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the Client. Client shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at Client's sole risk 8. INDEMNIFICATION Client agrees to indemnify, hold harmless and defend Consultant from and against any and all claims, causes of action, suits, legal or administrative proceedings, and any resulting damages, losses, penalties, fines or liabilities, including reasonable attorney fees and litigation costs, to the extent to have resulted from Client's negligence. Consultant agrees to indemnify, hold harmless and defend Client from and against any and all claims, causes of action, suits, legal or administrative proceedings, and any resulting damages, losses, penalties, fines or liabilities, including reasonable attorney fees and litigation costs, to the extent to have resulted from Consultant's negligence. 9. CONFIDENTIALITY All reports, documents and materials prepared by Consultant or provided to Consultant in the course of Consultant's performance of services hereunder shall be considered Confidential Information, and shall be the exclusive property of Client. Confidential Information may not be shared with or divulged to others by Consultant without the permission of Client. Consultant shall treat all Confidential Information with at least the same degree of care Consultant accords Consultant's own secret, proprietary information. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the Client. 10. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To Client: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax 714- 647-6956 With courtesy copies to: and Executive Director — CDA City of Santa Ana 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-6515 City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, CA 92702 Fax 714- 647-6515 To Consultant: Elisa Stipkovich 500 High Drive Laguna Beach, CA 92651 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. ENTIRE AGREEMENT This Agreement constitutes the entire Agreement between the parties respecting the rendering of services by Consultant to Client, and there are no representations, warranties or commitments, except as set forth herein. Only an instrument in writing executed by the parties may amend this Agreement. 13. ASSIGNMENT The rights and obligations of Client under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Client. The rights and obligations of Consultant are personal in nature and may not be assigned without Client's prior written consent. 14. TERMINATION Client and consultant may terminate this Agreement upon twenty-four (24) hours written notice. The parties agree that, other than the contractual payments and obligations specifically set forth in this Agreement, as well as those requirements set forth in section 15 below, neither party shall have any obligation or duty as to the other party following the termination or expiration of this Agreement or any renewals thereof. 15. COOPERATION WITH CLIENT AFTER TERMINATION OF AGREEMENT Following any notice of termination of this Agreement given pursuant to Section 14 above, or the expiration of this Agreement pursuant to Section 2 above, and at the request of Client, Consultant shall fully cooperate with Client in all matters relating to the winding up of Consultant's pending work on behalf of Client and the orderly transfer of any such pending work to such other persons as may be designated by Client prior to termination. Client shall compensate Consultant for time spent in winding up and transferring pending work at the same rate and under the same terms of this Agreement as if it had not been terminated. 16. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 91/ 0919=[7ZIIp[HNFAT9 This Agreement, including all matters of construction, validity, effect, performance, and remedies, shall in all respects be governed by and construed and enforced in accordance with the laws of the state of California, as if applied to contracts executed in such state by residents thereof and to be performed entirely in such state, and without reference to rules governing conflicts of law. 18. SECTION HEADINGS Section and other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 19. COUNTERPARTS This Agreement may be executed in counterparts, each of which shall be deemed to be an original. {Signature Page Follows} 4 .i EXHIBITA Scope of Work Consultant Will: 1) On behalf of City of Santa Ana, conduct lead negotiations to ensure that the developer meets all obligations as stated in Section 3 of the Terms of Agreement in the Exclusive Negotiation Agreement with Caribou Industries (Attachment 1); 2) On behalf of City of Santa Ana, conduct lead negotiations for the proposed project scope as defined in the 29 points (Attachment 2) to ensure the project meets various public benefits, mitigates residential and business concerns, and is a high quality development project for the City; 3) Utilizing existing data and new financial analysis data from a Kosmont Companies feasibility study, analyze proposed development project at 3rd and Broadway to assess sustainability of project in the Downtown; and advise on the City's necessary financial commitment to make the project economically feasible; 4) Conducts or participates in preliminary and/or final negotiations for the disposition of land, easements and rights-of-way and interacts with the developer and city staff in the negotiating process; 5) May be required to attend City Council and/or Ad Hoc Council Committee meetings to present information. A-207-058 ATTACHMENT I EXCLUSP6TE NEGOTIATION AGREEMENT �II This Exclusive Negotiation Agreement ("Agreement") is datedy G t� 2417, for reference purposes only, and is entered into by and among the CITY OF SANTA ANA, a California charier city in the County of Orange of the State of California ("City"), and CARIBOU INDUSTRIES, INC., a Nevada Corporation ("Developer"), in order to provide a specified period of time to attempt to negotiate a disposition and development agreement ("DDA"). City and Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital"): zn c� Q s r: RECITALS WHEREAS, the intent of the Parties in entering into this Agreement is to establish a specific, limited period of time to negotiate regarding a future agreement among them governing the potential acquisition and development of certain real property, subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a futuje DDA; and WHEREAS, the property contemplated is located at 201 Nest Third Street, Santa Ana, California 92701 (APN' 398-2bA-I3) ("Property"); and YHEREAS, City owns the Prpperty; and WHEREAS, the Property is more particularly described in the legal description attached to this Agreement as Exhibit "A" and incorporated into this Agreement by this reference; and WHEREAS, Developer proposes to develop a mixed use hotel and commercial/retail project on the Property ("Project"); and WHEREAS, the Parties now agree to enter into this Agreement for the purpose of further planning and evaluating the feasibility of the proposed Project; and. WHEREAS, the Developer has represented its willingness and ability to undertake certain studies, plans and other activities necessary to define the scope of development and determine the feasibility of the Project on the Property and that such plans and other information to be prepared during the course of this Agreement shall serve as the basis for entering into a DDA among City and Developer; and WHEREAS, City is willing to enter into a period of exclusive negotiations with Developer concerning Developer's potential development of the Project, subject to the terns and conditions of this Agreement. NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE PARTIES RELATING TO THE PROJECT AND THE COVENANTS AND PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPER AGREE AS FOLLOWS: 1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference. 2. 'term of Agreement. (a) The rights and duties of the City and the Developer established by this Agreement shall commence on the first date on which all of the following have occurred ("Effective Date"): (1) execution of this Agreement by the authorized representative(s) of the Developer and delivery of such executed Agreement to the City, and (2) approval of this Agreement by the City's execution of this Agreement by their respective authorized representatives and delivery of such executed Agreement to the Developer, The City shall each deliver a fully executed counterpart original of this Agreement to the Developer, within ten (10) calendar days after the governing bodies of the City have approved this Agreement, and their authorized, representatives have executed this Agreement. This Agreement shall continue in effect for the period of sixty (60) consecutive calendar days immediately following the Effective Date ("Negotiation Period"). (b) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period, unless, prior to that time, the City and the Developer approve and execute a separate DDA acceptable to the two Parties, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such DDA. 3. Obligations of Developer. Darting the Negotiation Period, the Developer shall proceed diligently and in good faith to develop and present to City staff for review, all of the following: (a) A complete development application, together with the payment of all applicable review fees for the Project on the Property that describes and depicts: (1) the location and placement of proposed buildings and (2)the architecture and elevations of the proposed buildings; (b) Proposed zoning change or changes to the City's General Plan, if any, necessary to accommodate the Project on the Property; (c) A written commitment from an agent of a recognized hotel chain which written commitment must reflect the exact class and quality of the hotel brand; A proposed time schedule and cost estimates for the development of the Project on the Property; (d) A proposed financing plan identifying financing sources for all private and public improvements proposed for the Project; and (e) A preliminary financial analysis demonstrating the costs and benefits to the City regarding all construction, maintenance and operations of all proposed public improvements, the costs of additional or increased levels of public services and any new public revenues anticipated to be generated by the Project. -2- 4. Negotiation of DDA, During the Negotiation Period, the Parties shall negotiate diligently and in good faith to negotiate a DDA among them. The Parties shall generally cooperate with each other and supply such documents and information as may be reasonably requested by the other to facilitate the conduct of the negotiations, The Parties shall exercise reasonable efforts to complete discussions relating to the terms and conditions of a DDA and such other matters, as may be mutually acceptable to the Parties, in their respective sole discretion. The exact terms and conditions of a DDA, if any, shall be determined during the course of these negotiations. Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or the Developer that a mutually acceptable DDA will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive DDA in the future. Nothing in this Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA that may be negotiated by City staff and the Developer will be approved by the governing bodies of the City, The Developer acknowledges and agrees that the City's considerations of any DDA is subject to the sole and absolute discretion of their City Coumcil and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law. 5. Restrictions Against Change in Ownership, Management and Control of Developer and Assignment of Agreement. (a) The qualifications and identity of the Developer and its principals are of particular concern to the City. It is because of these qualifications and identity that the City has entered into this Agreement with the Developer. During the Negotiation Period, no voluntary or involuntary successor -in -interest of the Developer shall acquire any rights or powers under this Agreement, except as provided in Section 5(c). (b) The Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control (as defined in Section 5(d)) of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information the Developer or any of its shareholders, partners, members, directors, managers or officers are notified or may otherwise have knowledge or information. Upon the occutxence of any significant or material change, whether voluntary or involuntary, in ownership, management or Control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the City, prior to the time of such change, the City may terminate this Agreement, without liability to the Developer or any other person, by sending written notice of termination to the other Parties, referencing this Section 5(b). (c) Notwithstanding anything in this Agreement to the contrary, Developer may assign its rights tinder this Agreement to an Affiliate (as defined in Section 5(d)), on the condition that such Affiliate expressly assumaes all of the obligations of the Developer under this Agreement in a writing reasonably satisfactory to the City and further provided that Developer shall, at all times, control any such Affiliate. (d) For the purposes of this Agreement, the tern "Affiliate" means any person, directly or indirectly, controlling or controlled by or under common control with the -3- Developer, whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the purposes of this agreement, "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise. 6. Developer Obligations to Review Draft Agreements and Attend Meetings. (a) During the Negotiation Period, the Parties shall diligently review and comment on drafts of a DDA prepared by the City Attorney, and if the terms and conditions of such a DDA are agreed upon among the City staff and, the Developer, Developer shall submit the DDA fully executed by the authorized representatives) of the Developer to the City Manager for submission to City Council for review and approval or disapproval. Any future DDA shall consist of terms and conditions acceptable to the Developer and the City Council of the City, in their respective sole and absolute discretion. (b) During the Negotiation Period, the Developer shall also keep City staff advised on the progress of the Developer in performing its obligations under this Agreement, on a regular basis or as requested by City Staff including, without limitation, having one or more of the Developer's employees or consultants who are knowledgeable regarding this Agreement, the design and planning of the Project and the progress of negotiation of a DDA, such that such person(s) can meaningfully respond to inquiries from City and regarding the progress of the design and planning of the Project or the negotiation of a DDA, attend meetings with City Staff, as reasonably scheduled by City State during the Negotiation Period. 7. Developer to Pay All Costs and Expenses. All fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's discretion, regarding any matter relating to a DDA, the Property or the Project, shall be the sole responsibility of and undertaken at the sole cost and expense of the Developer and no such activity or matter shall be deemed to be tuidertaken for the benefit of, at the expense of or in reliance upon the City. The Developer shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City and all applications and other documents and information to be submitted to the City and by the Developer pursuant to this Agreement or otherwise associated with the Project. The City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developer in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or a DDA is entered into among the Parties, in the future. 0 8. City Not To Negotiate With Others. (a) During the Negotiation Period, the City, and their respective staff shall not negotiate with any other person regarding the sale or development of the Property, except owners of or business tenants occupying property within the Project. The terra "negotiate," as used, in this Agreement, means and refers to engaging in any discussions with a person other than the Developer, regardless of how initiated, with respect to that person's development of the Property to the total or partial exclusion of the Developer from redeveloping the Property, without the Developer's written consent, subject to the provisions of Section 8(b) and further provided that they may receive and retain unsolicited offers regarding development of the Property, but shall not negotiate with the proponent of any such offer during the Negotiation Period. (b) Nothing in this Agreement shall limit, prevent, restrict or inhibit the City from providing any information in its possession or control that would customarily be furnished to persons requesting information from the City concerning their respective goals, matters of a similar nature relating to development plans or as required by law to be disclosed, upon request or otherwise. 9. Acknowledgments and Reservations, (a) The Parties agree that, if this Agreement expires or is terminated for ally reason, or a future DDA is not approved and executed by the Parties, for any reason, none of the Parties shall be under any obligation, nor have any liability to each other or any other person regarding the sale or other disposition of the Property or the development of the Project or the Property. (b) The Developer acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of any offer or proposal from the Developer for the City to convey any estate or interest in the Property to the Developer or for the City to provide any financial or other assistance to the Developer for development of the Property or execution of the Project. (c) The Developer actmowledges and agrees that the Developer has not acquired, nor will acquire, by virtue of the terms of this Agreement, any legal or equitable interest in real or personal property from the City. (d) Certain development standards and design controls for the Project may be established among the Parties, but it is understood and agreed among the Parties that the Project and the development of the Property must conform to all City, and other applicable governmental development, land use and architectural regulations and standards. Drawings, plans and specifications for the Project shall be subject to the approval of the City through the standard development application process for acquiring the real estate and entitlements within the Project. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project or of the Project itself by the City. (e) The City reserves the right to reasonably obtain further information, data and commitments to ascertain the ability and capacity of the Developer to purchase, develop and operate the Property and/or the Project. The Developer acknowledges that it maybe requested to -5- mance certain financial disclosures to the City, their staff, legal counsel or other consultants, as pall of the financial due diligence investigations of the City and relating to the potential sale of the Properties and development of the Project on the Property by the Developer and that any such disclosures may become public records. The City shall maintain the confidentiality of financial information of the Developer to the extent allowed by law, as determined by the City Attorney. Notwithstanding the foregoing, if the City receives a request for documents related to this Agreement or the Project pursuant to the California Public Records Act (Govt. Code Section 6254 et. seq) or similar statute, and the City determine that the City has responsive documents, the City shall provide Developer notice not less than three (3) days prior to releasing the responsive documents to the requesting party. During this three (3) day period Developer may seek a court order prohibiting the release of the documents. Any litigation or costs associated with protecting documents from disclosure shall be borne solely by Developer. (f) The City shall be deemed to be a Party to any agreement for the acquisition of, lease of or disposition of real or personal property, the provision of financial assistance to the Developer or development of the Project on the Property or elsewhere, until the terms and conditions of a complete fixture DDA are considered and approved by the City Council, in their respective sole and absolute discretion, following the conclusion of one or more duly noticed public hearings, as required by law. The Developer expressly acknowledges and agrees that the City will not be bound by any statement, promise or representation made by their respective staff or representatives during the course of negotiations of a future DDA and that the City shall only be legally bound upon the approval of a complete DDA by the City Council, in their respective sole and absolute discretion, following one or more duly noticed public hearings, as required by law, 10. Nondiscrimination, The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement. 11. Limitation on Damages and Remedies. (a) THE PARTIES ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE DEVELOPER UPON THE BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE DEVELOPER WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY ANOTHER PARTY, THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE DEVELOPER'S DAMAGES IN SUCH EVENT IS THIRTY THOUSAND DOLLARS ($30,000) (THE "LIQUIDATED DAMAGES AMOUNT'), THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE CITY, THE BREACHING PARTY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE DEVELOPER AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE DEVELOPER'S SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY. -6- A I Initials of Authorized Representative of City per (b) THE PARTIES EACH ACKNOWLEDGE AND AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, IF EITHER WERE TO BE LIABLE TO THE DEVELOPER FOR ANY MONETARY DAMAGES, MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT. ACCORDINGLY, THE PARTIES AGREE THAT THE DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH OF THIS AGREEMENT BY THE CITY IS TO TERMINATE THIS AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMOUNT. (c) THE DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF THE MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING, IT IS THE INTENTION OF THE DEVELOPER TO BE BOUND BY THE LIMITATION ON DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND THE DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR EQUITABLE RELIEF RELATED TO ANi' BREACH OF THIS AGREEMENT, EXCEPT RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFEC'T'IVE DATE OF THIS AGREEMENT. THE DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL) OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12. (e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN THE EVENT OF A BREACH BY DEVELOPER, DEVELOPER SHALL NOT BE LIABLE OR RESPONSIBLE TO CITY FOR ANY LOST OR. FOREGONE TAX REVENUES, ECONOMIC OR COMMUNITY BENEFITS, FEES, CHARGES, OR ANY OTHER AMOUNT. THE PARTIES ACKNOWLBDGE THAI' IT IS EXTREMELY -7- DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE CITY UPON THE BREACH OF THIS AGREEMENT BY THE DEVELOPER, HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE CITY WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY ANOTHER PARTY, THE PARTIES AGREE THAT A REASONABLE ES'T'IMATE OF THE CITY'S TOTAL DAMAGES N SUCH EVENT IS THE LIQUIDATED DAMAGES AMOUNT. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE CITY SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE DEVELOPER, NOTWITHSTANDING THE FOREGOING, IF DEVELOPER'S BREACH IS A FAILURE TO MAINTAIN THE NITIAL OR ADDITIONAL DEPOSIT REQUIRED BY THIS AGREEMENT, N ADDITION TO THE LIQUIDATED DAMAGES DEVELOPER SHALL REIMBURSE THE CITY FOR THE ACTUAL INCURRED STAFF TIME AND THIRD PARTY CONSULTANT TIME EXPENDED ON THE PROJECT PRIOR TO THE DATE OF TERMINA`1TUND( V Initials of Authorized Representative of City 12. Default. Authorized ative of Developer (a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who is claimed to be in default by another Party cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice specifying such default, such Party shall not be in default under this Agreement. The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation Period. Nothing in this subparagraph (a) shall prohibit Developer from extending the Negotiation Period pursuant to Section 2. (b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Patty shall have no right to exercise any remedy for a default under this Agreement without first delivering written notice of the default. (c) Any failure or delay by a Patty in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default, (d) If a default of any Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate R-1 this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount. 13. Compliance with Law, The Developer acknowledges that any future DDA, if approved by the City Council, will require the Developer to, among other things, carry out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws, environmental laws, safety laws and federal and state labor and wage laws. 14. Press Releases, The Developer agrees to obtain the approval of the City Manager in function of any press releases Developer may propose relating to the lease or development of the Property or negotiation of a DDA with the City prior to publication. 15. Notice. All notices required under this Agreement shall be presented (A) in person, (B) by a reputable same-day or overnight delivery service, or (C) facsimile and confinned by first class certified or registered United States Mail, with return receipt requested, to the address and/or fax number for the Party set forth in this Section. Notice shall be deemed confirmed by United States Mail effective the third (3rd) business day after deposit with the United States Postal Service. Notice by personal service or reputable same-day or overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Parties in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party. TO DEVELOPER: Caribou industries, Inc. Michael Harrah President 1103 N. Broadway Santa Ana, CA 92701 (T) (714) 543-9484 (F) (714) 534-9972 TO CITY: The City of Santa Ana Hassan Haghani Executive Director Planning and Building Agency 20 Civic Center Plaza (M-20) P.O. Box 1988 Santa Ana, California 92702 COPY TO: City Attorney 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6515 -9- 16. Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the pnuposes of this Section, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and other consultants, when such fees are considered necessary by the Developer, 17. Acceptance of Agreement by Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering to the City three (3) original counterpart executed copies of this Agreement each signed by the authorized representative(s) of the Developer. 18. Counterpart Originals. This Agreement may be executed by the Parties in multiple conunterpart originals, all of which together shall constitute a single agreement. 19. No Third -Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than the Parties. 20. Governing Law, The Parties acknowledge and agree that this Agreement was negotiated, entered into and is to be fully performed in the City of Santa Ana, California. The Parties agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California, without application of such laws' conflicts of laws principles. 21. Waivers. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against a Party, unless made in writing and executed by the Parties. 22. Construction. Headings at the beginning of each section and sub -section of this Agreement are solely for the convenience of reference of the Parties anal are not a part of this Agreement. Whenevcr required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one Party, but rather as if the Parties cooperated equally in preparing this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference, If the date on which a Party is required to take any action pursuant to the terms of this Agreement is not a business day of the City, the action shall be taken on the next succeeding business day of the City. 23. Attorneys' Fees. If a Party hereto files any action or brings any action or proceeding against another Party arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in. such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees" mean and include, in the case of the City, salaries (or fees) and expenses of the -10- lawyers employed by the City (allocated on an hourly basis) who may provide legal services in connection with the representation of the City in any such matter, 24. Enforced Delay. No party shall be deemed in default of its obligations under this Agreement where a delay or default is due to an act of God, natural disaster, accident, breakage or failure of equipment, enactment of conflicting federal or state laws or regulations, third -party litigation, administrative action, including strikes, lockouts or other labor disturbances or disputes of any character, interruption of services by suppliers thereof, unavailability of materials or labor, unforeseeable and severe economic conditions, rationing or restrictions on the use of utilities or public transportation whether due to energy shortages or other causes, war, civil disobedience, riot, or by any other severe and unforeseeable occurrence that is beyond the control of that party (collec(ively, "Enforced Delay"). Performance by a party of its obligations shall be excused during, and extended for a period of time equal to, the period (on a day -for -day basis) for which the cause of such Enforced Delay is in effect, [Signatures on following page] -11- IN WITNESS WHEREOF, the Parties have executed this Exclusive Negotiation Agreement on the dates indicated, next to each of the signatures of their authorized representatives, as appear below. ATTEST: MARIA D. HUTZAR Clerk of the Council TO FORM: By: 'V SOMA A ALHO City Att Ypey RECOMMENDED FOR APPROVAL: HASSAN HA HAIL Executive Director Planning and Building Agency 12 - CITY OF SANTA ANA ROBER CO EZ Acting City ManagFf' By: _ President Dated: / By: Vice -President Dated: EXHIBIT "A" TO NEGOTIATION AGREEMENT Prow Legal Description All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Northerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described, in that certain Resolution No, 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82- 051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a. line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for ingress and egress over the South 2.50 feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Boole 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Li,eberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot 1 in Block 11 of the Town of Santa Ana, as per Map recorded in .Boole 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. EXHIBIT "A" -I- REIMBURSEMENT AGREEMENT a This Reimbursement Agreement ("Agreement") is dated AD �2017, for reference purposes only, and is entered into by and among & UTY OF SANTA ANA, a California charter city in the County of Orange of the State of California ("City"), and CARIBOU INDUSTRIES, INC., a Nevada Corporation ("Developer"). City and Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital'): RECITALS A. City and Developer are parties to an Exclusive Negotiation Agreement, dated it 1 �n 2017 (the "Negotiation Agreement"), pursuant to which City and Developer have entered into discussions necessary to evaluate the Project and to negotiate a DDA, if any. Capitalized terms used but not defined in this Agreement have the meaning assigned to them in the Negotiation Agreement. B. The Parties desire to enter into this Agreement to establish the terms and conditions upon which Developer will reimburse City for bona fide, actual costs paid and/or costs accrued in connection with and d redly. related to $e_Pr.Qj.eGt.-?id, thenegotiation and execution_of the DDA., if any, such as expenses for engineers, architects, financial consultants, legal, planning and other consultants and contractors retained by the City ("Eligible Expenses"), NOW THEREFORE, in consideration of the mutual covenants set forth herein and the mutual benefits to be derived therefrom, the Parties agree as follows: TERMS I. Incorporation of Recitals. The Parties agree that the Recitals constitute the factual basis upon which City and Developer have entered into this Agreement. City and Developer each acknowledge the accuracy of the Recitals and agree that the Recitals are incorporated into this Agreement as though fully set forth at length. 2. Reimbursement of Costs. Developer agrees to reimburse the City for Eligible Expenses pre -approved by Developer and City, up to a maximum of Fifty -Thousand Dollars ($50,000.00), payable within thirty (30) days after receipt by Developer of written documentation from City evidencing such Eligible Expenses. 3. Assignability. This Agreement may not be assigned by any Party without the prior and express written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted assignment of this Agreement not in compliance with the terms of this Agreement shall be null and void and shall confer no rights or benefits upon the assignee. 4. No Prior Agreements and No Oral Modifications. This Agreement represents the entire understanding of City and Developer with respect to the subject matter hereof and supersedes all other prior or contemporaneous written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be modified, only in writing signed by the authorized representatives of City and Developer. 5. Binding Upon Successors, This Agreement and each of its terms shall be binding upon City and Developer and their respective officers, elected officials, employees, agents, contractors, and permitted successors and assigns. 6. No Third Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties. No person or entity has any rights or remedies Corder this Agreement. 7. Attorneys' Fees. If a Party hereto files any action or brings any action or proceeding against another Party arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees" mean and include, in the case of the City, salaries (or fees) and expenses of the lawyers employed by the City (allocated on an hourly basis) who may provide legal services in connection with the representation of the City in any such matter. S. Jurisdiction and Venue. This Agreement is executed and is to be performed in Orange County, California, and any action or proceeding brought relative to this Agreement shall be heard in the appropriate court in the Cotmty of Orange, Califonnia. City and Developer each consent to the personal jurisdiction of the court in any such action or proceeding. 9. Severability. If any term or provision of this Agreement is found to be invalid or unenforceable, City and Developer both agree that they would have executed this Agreement notwithstanding the invalidity of such term or provision.. The invalid term or provision may be severed from the Agreement and the remainder of the Agreement may be enforced in its entirety. 10. Headings. The, headings of each Section of this Agreement are for the purposes of convenience only and shall not be construed to either expand or limit the express terms and language of each Section. 11. Representations of the Parties. Each person signing this Agreement on behalf of a Patty which is not a natural person hereby represents and warrants to the other Party that all necessary legal prerequisites to that Party's execution of this Agreement have been satisfied and. that he or she has been authorized to sign this Agreement and bind the Party on whose behalf he or she signs. [Signatures on following page] 2 IN WITNESS WHEREOF, the Parties have executed this Reimbursement Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below. ATTEST: MARIA D. HUIZAR Cleric of the Council �`y1[.]�illm ALHO City RECOMMENDED FOR APPROVAL: /HASSAN HAOHANF Executive Director Planning and Building Agency CITY OF SANTA ANA ROBERT CORTtZ. _--..__— " Acting City Manager By: President Dated: By: Vice -President Dated: �y N O_ O c C m N - O L g E 4 O N eD O N p 0 c c v o v L L a>if= >673 m Y U o Q I.° c N> O Q, a E C N N N > �O N o N E NO U O O "W6 p d) N m C o U N °" O m O G Q- a) = N N d U ® Q) U Ta C w E > C O aaQ O aO. ON m m O 0 Ep oY Nm y O b O C O N O E tl7 O y N T9 "G' N 01 Q. C O C O O w U C Q w O O U y } S c m a E °° = N N � Cc v E o . w a m - ° > a 2 o O o I- rn g m o u emau CLm rou cE�S] yOO Q a Y_oJ _ V Nt5 Nc bd1 (n N c N` O Q) ° N w N N '" U 0 Unca o U® UD U❑ ,.uT U m0 c ° U E© a) `0 O0CN N N COj a) Nm C= Y,O 6.p V o O QQ N a N LO' N 7E 0 Oa; U J G U D E>UN c a) mN m 'tJ a a a)= m 4- > p C x 0 a O w a) acO) C=OOCN�d NO O N C E m O X X 2O a U a0a E L C � v v wE m s �C o voo0 a o> o o c m E C c E2 N vV Q$ 0 ° a O C � 4) V CNN ONCN Q v = B a C N NC p@ o C o o 0 O T C a C aA > w a) C y CN L U v N m O) O a C y O y J a C_ m m O N E E ° = U N a G � CL V N T� U p_ C✓ Ol 0 N N N T � 9. L 00 o a m o m 3 �)'m w w v m 0 T R E M aEi °' E N .m.. O Y .O N U a) O V T ]C-. QQ oUa0p'ocav¢.n �NmdE 0(D cu `a am) mami �m o a� d o w a6 c N U c o E o 0 e o m Q o m O N 'y k. w a) s .c m .° > t .�` E l a 0 4c--- -o a 0 0 axi O IL- 3 I- m a 0 3 o 3 U $ o m Y N a c O T Z w O m 0 - w C) E ZE w CD U NNcN NvO E s N E teaO m C aa w ° p c E ad a WO Q O _ a +aCc G N O OUi a) P w N ..m. N M 0 ° N° N > O Qp C v M m «v c O O = o M a T v a) c 'camM oUm s c) (n f6o w° Q r c m E 04 T E m 0 p) �._m� 2 c Nm EQ yNU_mc 9" m .c o om 0 Q w N o c) CL o o'°gym —m� dw C SEN m o(D> ca N L> U 0 O O C m w Qd p O. T p C m C N C m 3 m'y L C T a) m C "s., E= > N rn C m o O o m y m N N 'X N ° m = a L a Y c N L m a1 N L O N M V b r y (U N N> E E m m o a r 0 W O m O C a U 2W 9x L O': N E"= N j m C m m .6 a N w > N Y a. N N N:. �...,.. CO C N C N'. m G. N L O N O '°t6 � me...m�> oo E v0 m o , o a o O N -0-0, 0 m ° °amo>om°m cL 2 0) m3:N o a o c m m o Q QvOi �Q it 0 m E o >, f� ,.NT > 0 W umm ai UV a my. N O X O O N -oC N U m o O w O m U O O 000 U v 'G U N O T C m mr T U N O aEi > m �m 0 --M$>o G O ' m Q m m WQ. m am o �U m�20 s0>oQnE U a. o o mW N 0-0 >oU 0.- v U) p um o op° $� CL v c a s'@ m w m 3 y NC O N �, N O O O T O > C w o m C V 01 c m U O N m C O N m❑> S ° fn..N co . F ,a mac mL > m -mUw°-�.c `'� s -mm E p N c m-° m m° w — s dm O m m m E N O m E C N W m C m 0. -° m N E> m Oi L m D a o a m m m c$ E w a)@° m a m S m y m m ax a ¢ E 10 m m A° a> F > m U m o> aXi a t- m E m m zr m o H m m a aa)i m 06 U cg o�� L 3 a w ° c m r w m m ,$ U s.O. U dCL m o. E d m X U) N a O— 3 (D m c O O. 7 m m ce) d' — I 'N U U m O Lm L 0 0 C N (6 O > O. t0. o Lu a) a m o `m mE m o > a (� r c c N m m Lu .c v a w v a c ro O_ y NaE@E m° c° a�aEi o3 Uto mis 0°� O. Oo C N U) NO@ ' OL] L` cci o LO. ro o @, F) p r/i OO •N mm " C N E >.k S} U O D E@ @ O @ O O — U O N 'NO E U N O c ?. O ci o E in N y `r A N E N N d m U c N N N@ E C U N m w= C O) . � G N N 0 C> O aI M a E E L E y SQ O N "' O d C N N O E C C O X U C O ¢ Q1 a.+ N E a C C6 NCL 0 'D v-. = N O. o O m O U m N B c N in c O E '� O. N O m (6 O LL1 m o) m 'O U @ .. Q N O E N E E N O c "00 c 0 M. am)16 55 c oU wN@ E mo c o c c 0 S 3 M o 0 'o U 'U a CL o o m E o ;�' @ E E a... ° ° o m a U, a o a S U � N O N 0 0O N >i S N a 'o d a N vv yy o �. 3Uo L�ooc a UN 0a Uo a .2w �>,Qwsnc Y>zQ"=o>U>c�«_ ,�_'>mm aU NtLl rP-NM E'O¢ ,.'u_`>co N c £ E. m N o m N L m N 46)> m :o N N@ o E E s o a 3 a E m c w a fl- C �. m c o m o o :_ U v c m m c U E m U o 0 0 m@ o N a c m oc o@ m e 0) CLUc o M 9 Noo Ey'� U o c O S c m @ m m O1 N' O@ CL CL 0 N csr m Um0 m ? E a n g d O N O U L_y d O N Ua E C rC .L. W O N N N U L @ O C N d -O C -O� — N E O O O EEO N In @ N O. O E aN m a O U E O c ywOoE O N o o ¢E w E x>c > o o U o N C E m OiJ w L w L 0 O_ O T O m E O Ui0 rL,,, viiJ IT O -C O N N O N X E O N L ¢co a v a@� mw @$a N ¢9�° a m L m H 3a Zo z U @ y o c w? v m L N N vo m .°,.� @ N N U C m O m m m L U� EO o @ T m d -1 ay 0OmEaU E o EEOo15 f0 c Ed o E U s3 oo O E oy m «> o aUj E E — O o Uc o. O Q c N N U) > 0 0 'O > L S L w0 m@ O> O c cT @ m c >.E o0 c @ oma"' J w �a�o -a M `o U U c c U c m W 3�a) eID 0 a o w a m 'o T m E L w d U Y a� 'c ui d. m 0£ U v m o m w N E � m o '� n E� � c � a) � c T m a– U + E t '3 E O >i N m a > D. U E L U o U O. o L w C U o O N O L U E N w v a a v a m > n o u C CL 0)N N a@ N d d @ N @ t t9 N @ N@ W cn Ny_- d ro u7 N N 'O T N N N d. p 0 m N W a N m� O CC'w- 5 — N m UfPr N .p N N N U 'p (6 N t06 N ?. a O C O: O m N o N C N II .r 0 c7 +- O N II C `m II m N CL O d N 0J 'y U U g a N 0 a i N N E a p( 0/ > O� C N m@ n i> m 0 a0 x a m 0 7 w m m c m y Ua�C1 a�3m� UOro U00:� V a p N \ @ > Gi Y (6 OY @Y CL 3 @ m @ CL 6 dn` c=�m`Tarn 3 +. wa�oc >@ C 1. p °' ao. v U ro H a CL 0N. Nm IL W R r �°.. U L @ m .3 o O N @ Q u m ami y O p y a E w'� a.g g a m @ o E c Qtf >- 0 0 E> H N m@ m w W ° ci .. p d c N ,n a .Y w a o me @ > W 'N N .O fq p@@ SZ L Y C L y m @ N 3° a w 3c ° 30U H NCO m@ l0 U@ 0 I W U ro m m m ro N •' U a NY E Ca aN 'O E m d @ a 0 0 m X N 9 O $� p O U � >� p N N v s p L N OCL ° N N �pw N O O 0 '0 C @ mC 0 O y Q O Y V C >+ N @ N N O -N Q N N C@ N O ro N'O �@ N C O. �' N N a N > N L_. N O 3 pl m N U t L- L 2 a v a n v m m r fG C N Cl. a O y d d U 2 Gia C R O N m a S O O CL CL R O o V O N w S V C z Hl U O (L O y n a� O N V � C N 9 In O 1 a N > H aQ 3 O (� N 00 N O a, N C C C °U ro 0 o a E Ta U w O C O O U N ° N U ° N 0 U 4 o 'O Q c C f6 N U C N N vi N 'O N U- O a v a r N N O. ti t. CL o. U) t G7 IL ' O p"Rm' c.p v V..O..y. O O N W m OQ N U 3 O O C 2] a E N@ N a C C C N O y. a s @ a Tm U N N No.NC] N U b 76 a Y a TS a N a >°- m '` 0w U vm Q 0 o To-Noa.fl>° @ `Oo M 30 c @@ oCw= w > 0°0o a O OOUay@c°O o @ m wam m '6 alo- E c c@ y° m y a y s o>'O cN -2 "0aN W NC° a 6 a'5`S . j N U 8 is N m ? y d m O d N C a tV O Cw@ @X@ NEwc@W UC c o c e l MQ. -C NII y R UON mR o E E@ a p N E 0 @ v @ @ N O @ CU) U@ E N a _ @ C Q @ O N Y N a0 !Z = H C 0.: 0 c O d t N° V N8.0 m�, Q N @ o E m m@ a @ > a o w E N d... N T= C,� N O p :: d mTi m�� @ m Q y �.a:. o 04 0 m N D L d a u c 2 0 CI C G N C U O U a (°f,,,t1 .O Z N N N N 4 _ @ O N = @ a O' @ fn - N N C N L5l O) C O.. - .O N N a- Y a 0,0 C:.. T OO C M c W— Ea @ @ G.p N t N �p N m m v U° N U 2 E 59 r N C C L Ui- 0 N N 'a..M.. U@ O m?�D. C c Y C CL cf) o O Q ° O N a N (L m M o. o m 0 0° `� E :. E 0 o i r U m N N } m 0 N o_ m m a- W m R v m a Yti R L C O N Q 0 ii V �O a d L O IIICL O V a 0 p CL IL q.. LU a J q r N Q y O m 'y N A C1 .o a o N 10 0 N 0 N a>to O- .t.. N "�'", AN '« p..d N N N N C C m 0 N C X O .fl N c S WOM , s 'a I%,', p .y u c .?.` E a ° o m ti c .o a � ;. .0 U 001 N L v1 N N d > amm ', � f.11 GS U N C N U O) v A 'k lflh t` P Wg o R y c a N N c'�``c 'or' 2 •+ do vNi fl c o 0 c v c rniq .G apf 0. N 3 m = S L C N N O C U)O T a O> O.0 oE p A a1 w o p 0 It U Q) m al i 0 (� p O O A O 1� W O O cl Ol N pA 0 19 C ,�N y y n m� m n c m 5Z o N 0 U EO Ea Ual bv� am �Z c c s N M m m c a c U g a O O m o f N O a 3 O) N O 0 0 U C O C > 4% O C E C .0 C N- O Na'Oa V 0 w a) 0 c¢ ID CL �... N ,� m a 0 m Q O N Y _ C O T O N C N °o.o 0. d r ao a �Ua p m �� v. ClJ o �� rn > E a CL H a m> r >, O.. CL 2 _ o. o N @$ m > p. N U 9 w 6 dO...0. N U N N O Y O y i a>❑vP3aa�m E o�> O d v '° '- w U o 0> rs _m 0 R c m' a N 0 M N C 1 Z O 0 p m ma > >F- ac °�� 0 C T a A N O C Oi O 0 O a 01 N E G N O N A N N O (Z O >. y M f6 a �O vim. 0 A U y U' U1 = N N 0 a0"On ys11 OpL. to mo 2Ec W 0 2 N N C i N C O V m c c w t c > aa c m O o O T 3 I- U E 2 N O U C X p .0 O W N U N 3 N N N j{J{'J4L $fg�