2009R20-Infrastructure Development Agreement with SSC Schertz PartnersRESOLUTION NO. 09-R-20
A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF
SCHERTZ, TEXAS AUTHORIZING AN INFRASTRUCTURE
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF SCHERTZ
ECONOMIC DEVELOPMENT CORPORATION AND SCC SCHERTZ
PARTNERS, LLC, AND OTHER MATTERS IN CONNECTION
THEREWITH
WHEREAS, by Resolution No. 08-R-52, the City Council (the "City Council") of the
City of Schertz (the "City") previously determined that it was in the best interest of the City to
approve an Infrastructure Development Agreement. between the City of Schertz Economic
Development Corporation and SCC Development Company LLC, now known as SCC Schertz
Partners, LLC, relating to economic development incentives for a new commercial development
in the City; and
WHEREAS, City staff recommends approval of a revision to such previously-approved
Infrastructure Development Agreement;
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SCHERTZ, TEXAS
THAT:
Section 1. The City Council hereby authorizes the City Manager to execute and
deliver an Infrastructure Development Agreement with the parties described therein in
substantially the form set forth on Exhibit A and to accept the Deed Without Warranty described
therein.
Section 2. The recitals contained in the preamble hereof are hereby found to be true,
and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a
part of the judgment and findings of the City Council.
Section 3. All resolutions, or parts thereof, which are in conflict or inconsistent with
any provision of this Resolution, including Resolution No. 08-R-52, are hereby repealed to the
extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to
the matters resolved herein.
Section 4. This Resolution shall be construed and enforced in accordance with the
laws of the State of Texas and the United States of America.
Section 5. If any provision of this Resolution or the application thereof to any person
or circumstance shall be held to be invalid, the remainder of this Resolution and the application
of such provision to other persons and circumstances shall nevertheless be valid, and the City
Council hereby declares that this Resolution would have been enacted without such invalid
provision.
Section 6. It is officially found, determined, and declared that the meeting at which
this Resolution is adopted was open to the public and public notice of the time, place, and subject
Resol 09-R-20.doc
matter of the public business to be considered at such meeting, including this Resolution, was
given, all as required by Chapter 551, Texas Government Code, as amended.
Section 7. This Resolution shall be in force and effect from and after its final
passage, and it is so resolved.
PASSED AND ADOPTED, this 7`h day of April, 2009.
CITY OF SCH RTZ, TEXAS
Mayor
ATTEST:
rty Secretary
(CITY SEAL}
Reso109-R-20.doc
INFRASTRUCTURE DEVELOPMENT AGREEMENT
This INFRASTRUCTURE DEVELOPMENT AGREEMENT (this "Agreement") dated
effective April 7, 2009 (the "Effective Date") is between CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION (the "EDC"}, a Texas non-profit corporation, and SCC
SCHERTZ PARTNERS, LLC ("SCC"), a Texas limited liability company, as follows:
WHEREAS, SCC owns 7.85 acres of land legally described as the Replat of Hubertus
Retail, a Subdivision of Record in Document No. 200806006465 of the Map and Plat Records of
Comal County, Texas (the "Property") and recently completed public infrastructure
improvements in connection with construction on an approximately 14,820 square foot retail
operation in the City of Schertz, Texas (the "City"); and
WHEREAS, the installation of an upgraded fire hydrant line will allow for further
development of the properties owned by SCC, increasing the tax base of the applicable taxing
entities and enhancing job opportunities for the area citizens; and
WHEREAS, the dedication by SCC of additional roadway right-of--way on the southeast
portion of the Property as shown on the attached Exhibit A (the "ROW") will be beneficial to
such development and to the City; and
WHEREAS, the EDC is a tax supported non-profit corporation under Article 5190.6,
Texas Revised Civil Statutes, Sec. 4B, as amended, whose primary revenue is from sales tax
collected within the City, and is committed to assist in the retention of existing jobs, the creation
of new jobs, and the increase in capital investment in the private sector within the City and its
surrounding trade areas; and
WHEREAS, the EDC and SCC acknowledge that the installation of such public
infrastructure improvements in the City required a substantial capital investment by SCC and
will benefit the entire City and its citizens by allowing for further expansion of the tax base and
job opportunities in the City and associated taxing entities; and
WHEREAS, the EDC desires to assist with the expansion of the tax base and creation of
job opportunities of the City by, among other things, providing economic development
incentives to SCC in consideration of SCC's expansion of the tax base and the creation of such
job opportunities in the City; and
WHEREAS, the EDC, in its negotiations with SCC, has offered to pay a portion of
certain infrastructure development costs required for development at the Property; and
WHEREAS, the City supports the EDC's proposal together with SCC's dedication of the
ROW; and
WHEREAS, this Agreement supercedes and replaces an Infrastructure Development
Agreement with SCC Development Company, LLC (now known as SCC Schertz Partners, LLC)
approved by the City on November 18, 2008;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, it is agreed by the EDC and SCC as follows:
50209788.3 - 1 -
1. (a) SCC has complied with the City's request to upgrade a fire hydrant line on
the Property.
(b) SCC agrees to promptly execute the Deed Without Warranty in the form
attached hereto as Exhibit B to dedicate the ROW to the City.
2. (a) In consideration of SCC entering into this Agreement and taking the
action set forth in Paragraph 1 above, the EDC agrees to contribute economic development
incentives to SCC in the sum of TWENTY-EIGHT THOUSAND AND SIX HUNDRED
DOLLARS (the "Economic Development Incentives") upon the complete execution and delivery
by SCC of this Agreement and the Deed Without Warranty.
(b} By its approval of this Agreement, the City agrees to waive all fees in
connection with the re-plat to dedicate the ROW.
3. SCC specifically agrees that the EDC shall only be obligated to pay SCC the
Economic Development Incentives set forth in Paragraph 2 and shall not be liable to SCC for any
damages (direct, indirect, or consequential), attorney's fees, court costs, or any other amount for
any act of default by the EDC under the terms of this Agreement.
4. SCC represents and warrants as follows:
(a) all documentation (invoices, certifications, subdivision drawings, etc.)
either previously provided to the EDC or subsequently provided to the
EDC pursuant to the terms of this Agreement are or will be true and
correct representations of the matters set forth therein, and;
(b) no officer, director, or employee of the EDC or the City has been or will
be compensated in any manner with respect to directly or indirectly in
respect to the negotiation and execution of this Agreement and the
payment to SCC of the Economic Development Incentives as provided
herein.
5. (a) SCC certifies that its operation within the City does not and will not
knowingly employ an undocumented worker, as defined in Chapter 2264, Subchapter A, Texas
Government Code, as amended (the "Act");
(b) Pursuant to the Act, if SCC is convicted of a violation under 8 U.S.C.
Section 1324a(f), after receiving the Economic Development Incentives described in Paragraph
2, SCC shall promptly give the EDC written notice of such violation, and SCC shall repay the
Economic Development Incentives with interest, at a rate of 7.00 % per annum not later than the
120' day after the date SCC notifies the EDC of the violation;
6. No term or provision of this Agreement or act of the EDC in the performance of
this Agreement shall be construed as making the EDC or its officers, directors, agents, or
employees, the agent, servant, employee, or contractor of SCC or shall create a partnership
between the EDC and SCC.
7. SCC shall not make any use of the EDC's name for publicity in connection with
SCC business or activities without the prior written consent of the EDC. The EDC may make
50209788.3 - 2 -
known its contributions to SCC in whatever public manner it deems appropriate in its sole
discretion.
8. All representations, warranties, or covenants of the parties herein shall survive the
execution hereof.
9. The EDC agrees to maintain all records and information provided by SCC
confidential unless disclosure of such records and information shall be required by a court order,
a lawfully issued subpoena, or to the provisions of the Texas Public Information Act, Chapter
552 of the Texas Government Code, as amended.
10. In case any one or more of the provisions, clauses, phrases or words contained in
this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect the other provisions hereof,
and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein. Each party acknowledges that both parties have had the
opportunity to be represented by counsel, that the terms of this Agreement were negotiated
between the parties and that this Agreement will be construed as having been drafted equally by
both parties.
11. This Agreement may not be assigned by SCC without the prior written consent of
the EDC.
12. This Agreement shall be construed under and in accordance with the laws of the
State of Texas, and all obligations of the parties created hereunder are agreed to be performable
in Guadalupe County, Texas.
13. This Agreement shall be binding upon and inure to the benefit of the parties
hereto, and their respective successors and permitted assigns.
14. In the event of a dispute between the EDC and SCC over issues related to this
Agreement, the parties agree to submit such disputes to mediation by a rnutually agreeable
mediator prior to the institution of any suit to resolve the dispute or to enforce the terms of this
Agreement.
15. Any signatory to this Agreement wha is the prevailing party in any legal
proceeding against any other signatory brought under or with relation to this Agreement or
transaction, shall be additionally entitled to recover court costs and reasonable attorney's fees
from the non-prevailing party, except as specifically.otherwise provided herein.
16. This Agreement constitutes the sole and only agreement of the parties hereto as to
the subject matter hereof and supersedes any prior understandings or written or oral agreements
between the parties respecting the within subject matter.
17. The obligations of the EDC under this Agreement are subject to the approval
thereof by the City Council of the City in accordance with the requirements of Article 5190.6,
Texas Revised Civil Statutes, as amended, and the Articles of Incorporation and Bylaws of the
EDC. If the EDC is unable to obtain such approval, this Agreement shall not become effective.
(Remainder of page intentionally blank)
sozos~ss.s - 3 -
EXECUTED as of the Effective Date set forth above.
CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION
By. ~ I~A A a ~ ~ , ,~>~~--
STEVEN WHITE, PRESIDENT
1400 Schertz Parkway
Schertz, TX 78154
Telephone: (210) 619-1070
Facsimile: (210) 619-1079
SCC SCHERTZ PARTNERS, LLC
By:
Title:
301 Congress Ave., Ste. 1550
Austin, TX 78701
Telephone: (512) 329-9947
Facsimile: (512) 329-9948
APPROVAL BY CITY OF SCHERTZ
The obligations of the EDC as set forth above were approved by the City Council of the
City of Schertz in accordance with the requirements of law.
EXECUTED the 7th day of April, 2009.
CITY OF SCHERTZ
By:
Don Taylor, City Manager
50209788.3 " 4 -
EXECUTED as of the Effective Date set forth above.
CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION
By:
STEVEN WHITE, PRESIDENT
1400 Schertz Parkway
Schertz, TX 78154
Telephone: (210) 619-1070
Facsimile: (210} 619-1079
SC C R ARTNERS,LLC
By:
Title: Vi~~ ~k3~ ~Ti
301 Congress Ave., Ste. 1550
Austin, TX 78701
Telephone: (512) 329-9947
Facsimile: (512) 329-9948
APPROVAL SY CITY OF SCHERTZ
The obligations of the EDC as set forth above were approved by the City Council of the
City of Schertz in accordance with the requirements of law.
EXECUTED the 7th day of April, 2009.
CITY OF SCHERTZ
By:
Don Taylor, City Manager
50209788.3 - 4 -
EXECUTED as of the Effective Date set forth above.
CITY OF SCHERTZ ECONOMIC
DEVELOPMENT CORPORATION
By:
STEVEN WHITE, PRESIDENT
1400 Schertz Parkway
Schertz, TX 78154
Telephone: (210) 619-1070
Facsimile: (210) 619-1079
SCC SCHERTZ PARTNERS, LLC
sy:_
Title:
301 Congress Ave., Ste. 1550
Austin, TX 78701
Telephone: (512) 329-9947
Facsimile: (512) 329-9948
APPROVAL BY CITY OF SCHERTZ
The obligations of the EDC as set forth above were approved by the City Council of the
City of Schertz in accordance with the requirements of law.
EXECUTED the 7th day of April, 2009.
CITY OF SCHERTZ
By:
Don Taylor, City ager
50209788.3 - 4 "
EI~ffIIBIT A
Right-of--Way
(See Attached)
50209788.3 A' 1
.~ MACINA • 80SE • COPELAND end ASSOCIATES,INC
CDNSULTINR ENOfNEERS AND LANO5URVEYDRS
•~~ 103i Central ParkwayNon-4, san Antonio, Texas 78232
(2T0159S-1122 fAX+Z 1Uj 545.9302
N E E R S www.m6cengtneen.com
' METES AND SOUNDS
DESCRIPTION OF
A 0.3689 OF AN ACRE 516,070 SQUARE FEET) TRACT OF LAND OUT OF
LOT 5 AND LOT 6, BLOCK 1, HUBERTUS RETAIL SUBDIVISION AS
RECORDED UNDER DOC.~ 200806006465, OFFICIAL PUBLIC RECORDS OF
COMAL COUNTY, SITUATED IN THE CITY OF SCHERTZ, COMAL COUNTY,
TEXAS, AND BEING MORE PARTICULARLY DESCRIBED IN A CLOCKWISE
MANNER AS FOLLOWS;
BEGINNING: At a found mag nail in a concrete gutter in the
southwest tight-of-way line of F.M. 1103 (a
varying width public right-of-way), said mag nail
also masks the southeast corner or said Lot 5;
THENCE: 3 60°59'37" W, 96.14 feet, leaving the southwest
right-of-way line of said F.M. 1103, to a found
~2" iron rod and cap `MBC";
THENCE: S 66°55'11" W, 279.26 feet, along and with the
north line a# Kahn's.Subdivision, Volume 8, Fage
97 and the south line of said Lot 5 and 6, to a
found ~i" iron rod and cap "MBC"; '
THENCE: S 30°03'15" E, 28.84 feet to a found '~" iron rod
and cap "MBC°;
THENCE: S 60°59'37" W, 205.32 feet to a set ~" iron rod
and cap "MBC" at a non-tangent point in a curve
to the right;
THENCE: 183.54 feet, along said curve, having a central
angle of 29°27'21", a radius of 430.00 feet, a
chord bearing of N 48°95'56" E and a chord
distance of 182.15 feet to a set ~" iron rod and
cap "MBC" at the point of tangency of the herein
described curve;
Page 1 oP 3
Pt\Comal\30118-AUbestuaRt3Hlsc\Letters\0.3669 71C 012909.doe
50209788.3 A-2
THENCE: N 60°59'37" E, 900.00 feet to a set mag nail in
pavement in the southwesterly right-of-way line
of said F.M. 1103;
THENCE: S 30°03'12" E, 38.59 feet, along and with said
xight-of-way line, to the POINT OF 8$GINNItiG.
I, I. Ray Inman, Registered Professional Land Surveyor do hereby
afffrm that this descziption is based on esults of a survey
made on the ground of said Lots 5 an rm S.of Macina,
Bose, Copeland and Associates, Inc., .~ vey map has
been prepared. q_,gk. ,~ '`''F~~~-
i. RAY I .`,' ,e~;.0~c, REG. N0. 4996
REGISTER ~~ ~ LAND SURVEYOR
30116-Corral
3anuary 29, 2009
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50209788.3 A-4
~~ SET VAO NAIL -'~ (pGCV ItMTOFOS414I ~T.
E~BIT B
Deed Without Warranty
(See Attached)
50209788.3 B-1
DEED WITHOUT WARRANTY
THE STATE OF TEXAS
COUNTY OF COMAL
KNOW ALL PERSONS BY THESE PRESENTS:
THAT SCC SCHERTZ PARTNERS, LLC., a Texas limited liability company (herein called
"Grantor"), for TEN AND NO/100 DOLLARS ($10.00} and other good and valuable consideration paid and
caused to be paid to Grantor by the CITY OF SCHERTZ, TEXAS, a Texas home rule municipality (herein
called "Grantee"), the receipt and sufficiency of which consideration are hereby acknowledged and
confessed by Grantor, has GRANTED, BARGAINED, SOLD, and CONVEYED, and by these presents does
GRANT, BARGAIN, SELL, and CONVEY unto Grantee, the real property located in Comal County, State
of Texas (herein called the "Property", being more particularly described in Exhibit A attached hereto and
incorporated herein for all purposes), together with all improvements situated thereon and any right, title and
interest of Grantor in and to minerals, drainage facilities, easements, and utility facilities, if any, located
thereon, together with all permits, if any, pertaining to the Property; provided, this conveyance shall not grant
to Grantee any rights under the Declaration of Easement Covenants and Restrictions recorded under File No.
200806019060 in the Official Records of Comal County, Texas (the "Declaration"), and the Property is
hereby severed from the property subject to the Declaration.
This Deed Without Warranty and the conveyance herein is executed by Grantor and accepted by
Grantee subject to all validly existing easements, rights-of--way, restrictive covenants of record, if any,
affecting all or any portion of the Property, and all currently recorded instruments, other than liens and
conveyances, that affect the Property.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances
thereunto in anywise belonging, unto Grantee, Grantee's successors and assigns, forever; subject, however,
to the matters set forth herein.
This Deed Without Warranty is not intended to be a quitclaim deed and is, and is intended to be, a
conveyance of the Property rather than merely a conveyance of Grantor's interest therein, and is intended to
include any property interests obtained by after-acquired title. Notwithstanding anything herein contained to
the contrary, however, this conveyance is made without warranty of title, whether statutory, express or
implied.
1Si~nature on followins aa~el
50209788.3 B"2
EXECUTED on the date of the acknowledgment of Grantor set forth below, to be effective for all
purposes, however, as of April _, 2009.
GRANTEE'S ADDRESS
City of Schertz, Texas
1400 Schertz Parkway
Schertz, Texas 78154
After Recording Return To:
City of Schertz
1400 Schertz Parkway
Schertz, Texas 78154
Attention: City Secretary
GRANTOR:
SCC SCHERTZ PARTNERS, LLC
a Texas limited liability company
By:
Name:
Title:
GRANTOR'S ADDRESS
301 Congress Ave., Suite 1550
Austin, Texas 78701
[ Acknow[edgmen[ of tiranror on tvexr rage ~
50209788.3 B-3
THE STATE OF TEXAS §
COUNTY OF §
This instrument was acknowledged before me on this the _ day of April, 2009, by
,the of SCC SCHERTZ PARTNERS, LLC, a Texas
limited liability company, on behalf of said limited liability company.
Witness my hand and official seal this the day of April, 2009
(PERSONALIZED SEAL)
Notary Public in and for the State of Texas
My commission expires:
50209788.3 B-cl
Exhibit "A"
Legal Description
50209788.3 B"5
MAClNA • BOSE • COPELAND and ASSOCIATES,INC
~, CONSULTINB ENGINEERS AND tANOSURVEYORS
~~ f 035 Centmf ParkwayNorlh, San A»lOni°. Texas 78232
~2lOf 545.1122 FAX ~Z10) 545-9302
N E E R S www.mbcengineen.com
' METES AND HOUNDS
DESCRIPTION OF
A 0.3689 OF AN ACRE (16,070 SQUARE FEET) TRACT OF LAND OUT OF
LOT 5 AND LOT 6, BLOCK 1, HUBERTUS RETAIL SUBDIVISION AS
RECORDED UNDER DOC.# 200806006965, OFFICIAL PUBLIC RECORDS OF
COMAL COUNTY, SITUATED IN THE CITY OF SCHERTZ, COMAL COUNTY,
TEXAS, AND BEING MORE PARTICULARLY DESCRIBED IN A CLOCKWISE
MANNER AS FOLLOWS:
HEGINNINCy: At a found mag nail in a concrete gutter in the
southwest tight-of-way line of F.M. 1103 (a
varying width public right-of-way), said mag nail
also marks the southeast coiner or said Lot 5;
THENCE: S 60°59'37" W, 96.14 feet, leaving the southwest
right-of-way line of said F.M. 1103, to a found
'~" iron rod and cap `MBC";
THENCE; S 66°55'11" W, 279.28 feet, along and with the
north line of Kahn's.SUbdivislon, Volume 8, Page
97 and the south line of said Lot 5 and 6, to a
found '~" iron rod and cap "MBC"; '
THENCE: S 30°03'15" E, 28.89 feet to a found '~" iron rod
and cap "MBC";
THENCE: 5 60°59'37" W, 205.32 feet tc a set '~" iron rod
and cap "MBC" at a non-tangent point in a curve
to the right;
THENCE: 183.59 feet, along said curve, having a central
angle of 29°27'21", a radius o£ 930.00 feet, a
chord bearing of N 96°95'56" E and a chord
distance of 182.15 feet to a set '~" iron rod and
cap "MBC" at the point of tangency of the herein
described curve;
Page 1 oP 3
P:\Caoal\30118-BnhettusRtlMise\JAttexs\0.3684 AC 012909.doc
50209788.3 B-6
THENCE: N 60°59'37" E, 900.00 feet to a set mag nail. in
pavement in the southwesterly right-of-way line
of said F.M. 1103;
THENCE: S 30°03'12" E, 38.59 feet, along and with said
right-of-way line, to the POINT OP BEGINNING.
I, I. Ray Inman, Registered Professional Land Surveyor do hereby
affirm that this description is based on esults of a survey
made on the ground of said Lots 5 an 'rm tof Macina,
Bose, Copeland and Associates, Inc., ,~ vey map has
been prepared. 4l~;;4i .$~'d`~~~~
I. RAY I ~ S\Q~•'~- REG. N0. 4996
REGISTER , LAND SURVEYOR
30118-Corral
January 29, 2009
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