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2010-12 RESOLUTION NO. 2010-12 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA AUTHORIZING THE CITY MANAGER TO EXECUTE THE ATTACHED POLICE SERVICES AGREEMENT BETWEEN THE CITY OF AVENTURA AND AVENTURA MALL VENTURE; AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO CARRY OUT THE AIMS OF THIS RESOLUTION; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF A VENTURA, FLORIDA, THAT: Section 1. The City Manager is hereby authorized to execute the attached Police Services Agreement between the City of Aventura and Aventura Mall Venture. Section 2. The City Manager is hereby authorized to do all things necessary to carry out the aims of this Resolution Section 3. This Resolution shall become effective immediately upon its adoption. The foregoing Resolution was offered by Commissioner Joel, who moved its adoption. The motion was seconded by Commissioner Diamond, and upon being put to a vote, the vote was as follows: Commissioner Zev Auerbach yes Commissioner Bob Diamond yes Commissioner Teri Holzberg yes Commissioner Billy Joel yes Commissioner Michael Stern yes Vice Mayor Luz Urbaez Weinberg yes Mayor Susan Gottlieb yes Resolution No. 2010- 12 Page 2 PASSED AND ADOPTED this 2nd day of February, 2010. APPROVED AS TO LEGAL SUFFICIENCY: CITYAU~ ~ POLICE SERVICES AGREEMENT THIS AGREEMENT (this "Agreement") is effective as of the _ day of 2009 (the "Effective Date") by and between the CITY OF AVENTURA, FLORIDA, a Florida municipality ("CITY") and AVENTURA MALL VENTURE, a Florida general partnership ("OWNER"). WHEREAS, OWNER is the owner and operator of the Aventura MALL (the "MALL") which constitutes the largest retail shopping facility within the CITY and within the region, and provides more than two million square feet of retail space; and WHEREAS, the volume and intensity of retail activities at the MALL creates special police and law enforcement demands; and WHEREAS, OWNER wishes to help offset CITY'S costs which result from the provision of law enforcement services at the MALL; and WHEREAS, the City Commission finds that this Agreement constitutes a public purpose in providing police services and a tool to offset a portion of the cost of CITY'S law enforcement services required by the MALL; and WHEREAS, OWNER and CITY have previously entered into a Police Services Agreements dated February 28, 2002 (the "Prior Agreement"); and WHEREAS, simultaneous with the execution of this Agreement, the Prior Agreement will terminate and except as otherwise expressly provided in Section IX herein, shall be of no further force and effect. THE PARTIES HERETO DO COVENANT AND AGREE, AS FOLLOWS: Section I. Incorporation of Recitals. The foregoing recitals are hereby incorporated herein and made a part hereof by this reference. Section II. Provision of Law Enforcement Services. A. On Duty MALL Zone Patrol At a minimum, CITY shall provide the services of a total of eleven (11) on-duty, full time law enforcement officers (individually, and collectively, the "Officers") for purposes of enhancing police response times at the MALL and avoiding unnecessary interruptions of regular CITY police patrols. In addition to the Officers, CITY shall provide at its cost, one (1) full time supervisor, and one (1) supervisor who works thirty (30) hours per week which supervisors shall be stationed at the MALL to oversee the Officers (collectively, the "Supervisors" and together with the Officers, sometimes hereinafter collectively referred to as the "Personnel"). Subject to the provisions of Paragraph C below, OWNER shall be responsible to pay for CITY's cost of providing the equivalent of nine and one half (9 %) full time Officers at the MALL 214516vlO(KRB 1/14/2010) 1 and CITY shall be responsible for the cost of providing the equivalent of one and one half (1 %) full time Officers plus the cost of the Supervisors at the MALL. For purposes of this Agreement, the term "full time" shall mean a forty (40) hour work week with two (2) weeks paid vacation and one (1) week of sick time. All Personnel shall work exclusively during the shift hours and in the locations specified on Exhibit "A" attached hereto and made a part hereof (the "Schedule"), plus 30 hours of additional time to be used during the Holiday Season as later defined (the "Unallocated Time") and in no event shall Personnel be permitted to charge hours to the MALL when simultaneously working for other MALL tenants or occupants. Scheduled Personnel shall at all times during shift hours be situated in their required locations in such a manner so as to ensure maximum visibility and exposure to MALL patrons. Scheduled Personnel may only be re-directed by CITY from the MALL on account of, and for so long as is reasonably necessary during the pendency of, an extraordinary police circumstance (i.e., a violent crime, any situation that may develop into a violent situation, natural disaster, terrorist act or major civil unrest requiring unusual police reinforcement, but in no event shall a routine shoplifting constitute such an extraordinary police circumstance). Notwithstanding the pendency of an extraordinary police circumstance, in no event shall Personnel be permitted to leave unattended the AMC Bridge and Piazza locations as defined on the Schedule. Personnel shall use their best efforts to be highly visible. In no event may scheduled shift hours be modified unless consented to by MALL and, if applicable, the City Manager as provided in Paragraph G below. CITY will use its best efforts to have the Personnel execute a Limited Waiver and Release of Liability in favor of OWNER in a form agreed to by both CITY and OWNER on or before the date each such law enforcement Personnel commences work at or about the MALL. B. Administration of Work The Supervisors shall submit to the MALL's designated representative ("MALL Management") a roster of the names of the Personnel assigned to work at the MALL and shall e-mail each day to MALL Management a daily log stating the actual hours worked by the Personnel by location. Any changes made to the Personnel roster shall promptly be reported to MALL Management. The Supervisors shall be at the MALL during the hours specified on the Schedule and shall be responsible to meet weekly with MALL Management to discuss security and any other matters related to the performance and administration of this Agreement. The CITY will use its best efforts to assign the Supervisors to the MALL for periods of not less than one (1) year intervals. Additionally, during the holiday season as shown on Exhibit "B" attached hereto (the "Holiday Season") whenever scheduled Personnel are absent, the CITY shall use its best efforts to find a replacement Personnel, selected and paid for by CITY to cover such duties. Both CITY and OWNER agree it is essential for the Supervisors to have a good working relationship with OWNER. Should any 2 214516v10(KRB 1/14/2010) problems arise regarding supervision, the Police Chief and MALL Management will promptly meet to address any such issues. C. Payment Subject to adjustment as hereinafter provided, OWNER shall pay to CITY, based on an $80,000 per annum salary for each of the nine and one half (9 %) Officers OWNER shall be responsible to pay for, the annual sum of Seven Hundred Sixty Thousand Dollars ($760,000), payable in arrears, in equal monthly installments, for each year of the duration of this Agreement (the "Payment"). The Payment together with CITY's obligation to pay for the cost of certain of the Officers and Supervisors as set forth above, represent a total annual commitment by the CITY to provide a minimum of 24,960 hours of law enforcement personnel to the MALL net of vacation time (the "Total Annual Hours Requirement") as more particularly shown on Exhibit "A-1" attached hereto. Subject to the terms of Paragraph F below, OWNER shall be entitled to a credit equal to $38.46 for each hour of service not provided to the MALL by the CITY (the "Hourly Credit") in any given calendar year which is below the Total Annual Hours Requirement. Notwithstanding the foregoing, OWNER's obligation to commence making the full monthly payments shall not commence until CITY has commenced to provide the services of the eleven (11) officers constituting the Officers and the Supervisors in accordance with the terms of this Agreement. The Payment and the Hourly Credit shall be subject to annual Consumer Price Index (CPI) increases in October of each year beginning on October 1, 2010. The Payment shall be inclusive of and shall not reduce or offset any applicable ad valorem taxes, normal CITY revenues, impact fees and any other fees as provided by law. The CITY represents that no sales tax is due on the Payment. However, if sales tax does become due and payable, then CITY shall indemnify OWNER for any such sales tax due which indemnity shall survive the expiration or earlier termination of this Agreement. D. Off Duty Subject to CITY law enforcement personnel and resource limitations, CITY shall provide off duty law enforcement officers ("Off-Duty Officers") for private duty details to the MALL on an as needed basis upon the request of OWNER. OWNER hereby agrees to provide CITY at least two (2) weeks' prior written notice in the event the services of Off-Duty Officers are needed. OWNER shall pay to CITY the prevailing off duty police officer rate per hour as established by CITY and in accordance with any future increases to said rate for all off duty officers. E. City Personnel The Personnel shall at all times be and remain employees of CITY. CITY will pay and be solely responsible for any and all compensation due and owing to the Personnel, including, without limitation, all employer contributions, employer provided benefits, all required employer payroll taxes and withholdings as levied by the appropriate authorities. CITY shall provide for all administration of the Personnel. Accordingly, CITY agrees to indemnify OWNER from any employer liability or obligations, which are referenced in this Paragraph (E), which indemnity shall survive the expiration or earlier termination of this Agreement. 3 214516v10(KRB 1/14/2010) F. Record Maintenance, Audit and Reconciliation. CITY shall be responsible for maintaining and providing to OWNER on a daily basis, within three (3) business days of such day, a true and complete daily accounting of all hours worked by all Personnel at the MALL for the preceding day together with any such other information as OWNER may reasonably request (the "Police Hours Report"). OWNER shall then prepare a monthly report comparing actual hours of all Personnel worked as set forth in the Police Hours Report against the scheduled hours of all Personnel for each such month and additionally identify if the MALL's records disagree with the Police Hours Report (each, a "Monthly Report"). OWNER shall provide CITY with a copy of each Monthly Report and if not objected to by CITY in writing within ten (10) business days after delivery to the CITY, each such Monthly Report shall be deemed final and binding. On or before November 15 of each calendar year during the term of this Agreement (the "Initial Reconciliation"), OWNER shall total the hours worked by all Officers and Supervisors based on the Monthly Reports prepared to date for such calendar year through October 31, and to the extent OWNER determines that CITY has not provided sufficient hours based on the Schedule plus the Unallocated Time to meet the Total Annual Hours Requirement by December 31 of such year (the "Anticipated Deficiency Hours"), CITY may elect to (i) allow OWNER to offset the Anticipated Deficiency Hours multiplied by the Hourly Credit amount from the December payment to be made in January and the ensuing monthly payments to the extent necessary to allow OWNER to fully offset such deficiency and/or (ii) provide additional Personnel to be paid for by CITY during the Holiday Season at such locations and during such hours as CITY and OWNER mutually agree. No later than thirty (30) days following the expiration of each calendar year during the term hereof, a final reconciliation of the previous year's time of Officers and Supervisors provided to the MALL based on the Monthly Reports provided for such year shall be totaled (the "Actual Time") and to the extent of any difference between the Total Annual Hours Requirement and the Actual Time after giving effect to any offsets and additional hours worked as a result of the Initial Reconciliation (the "Deficiency Hours"), OWNER shall be entitled to offset from the December payment to be made in January and the ensuing monthly payments to the extent necessary an amount equal to the Deficiency Hours multiplied by the Hourly Credit amount. It shall be CITY's responsibility to monitor and self audit all aspects of its Personnel's and the Supervisors' performance and to ensure that all Personnel and the Supervisors are properly performing their duties required by this Agreement. The provisions of this paragraph shall survive the expiration or earlier termination of this agreement. In the event of any partial year of this Agreement, all adjustments shall be subject to pro rata adjustment. G. Manpower Revisions Any deviations from the scheduled manpower requirements established in this Agreement as set forth on the Schedule shall be subject to the approval of the City Manager or his designee and OWNER. CITY shall be responsible at its sole cost and expense for any over-time costs for the Personnel and for any time required by the Personnel to attend any and all legal 4 214516v10(KRB 1/14/2010) proceedings and to otherwise fulfill its staffing obligations under this Agreement. However, this shall not impair any liability of OWNER pursuant to City Code Section 18-80 concerning Police Cost Recovery. H. Intentionally Deleted. I. Annual Review Police law enforcement needs for the MALL shall be evaluated semi-annually by CITY and OWNER in order to discuss if any changes are necessary to improve security at the MALL. The first evaluation shall take place one year after the Effective Date. Section III. Term of Aqreement. This Agreement shall be in full force and effect for a period commencing on the Effective Date hereof and expiring five (5) years thereafter, and shall thereafter be subject to automatic one (1) year renewals unless either party gives written notice of termination at least three (3) months prior to the then expiration of this Agreement. Section IV. Cooperation. A. OWNER and CITY shall use their best efforts to cooperate with each other in connection with the performance of this Agreement. B. OWNER shall continue in the ordinary course of its business practices to provide routine private security guard services for the safety of patrons and for protection of property and prevention of theft, at OWNER's sole cost and expense. Nothing in this Agreement shall serve to create or relieve OWNER of any responsibility or liability imposed, directly or indirectly, by any applicable law to provide any such security services. Additionally, any arrangements made by OWNER or merchants at the MALL for additional off-duty law enforcement services shall be independent of this Agreement. C. Other than the provision of the allocated police presence which is provided pursuant to this Agreement, OWNER recognizes that this Agreement does not impose any special duty upon CITY, and recognizes that CITY shall provide law enforcement services to the Mall and on the same basis that CITY provides such services throughout the City. This paragraph (C) shall not be construed to impair any applicable indemnification provisions as provided pursuant to Section VII below. Section V. Default. A. OWNER Event of Default. Without limitation, failure by the OWNER to substantially fulfill any of its material obligations in accordance with this Agreement, unless such failures are justified by force majeure, shall constitute an "OWNER Event of Default". If an OWNER Event of Default should occur, the 5 214516v10(KRB 1/14/2010) CITY shall have all of the following rights and remedies, which it may exercise singly or in combination: 1. In addition to all rights and remedies provided under Florida law, the right to declare that this Agreement, together with all rights granted to OWNER hereunder, terminated, effective upon such date as is designated by the CITY, provided OWNER fails to cure such default for a period of thirty (30) days after receipt of written notice from the CITY of such default (or longer period, provided that (1) the nature of the default is such that it cannot be cured in a period of thirty (30) days from the date of the default; (2) OWNER shall commence good faith efforts to cure such default no later than thirty (30) days after such notice, and (3) such efforts are prosecuted to completion, to CITY's reasonable satisfaction). 2. The right to terminate this Agreement, effective on such date designated by CITY, in the event OWNER shall be in breach of any of the terms or provisions of this Agreement on two (2) or more occasions during any consecutive twelve (12) month period, notwithstanding OWNER's right to cure. B. CITY Event of Default. Without limitation, the failure by the CITY to substantially fulfill any of its material obligations in accordance with this Agreement, unless such failures are justified by force majeure, shall constitute a "CITY Event of Default". If a CITY Event of Default should occur, the OWNER shall have the following rights and remedies, which it may exercise singly or in combination: 1. In addition to all rights and remedies provided under Florida law, the right to declare that this Agreement, together with all rights granted to CITY hereunder, terminated, effective upon such date as is designated by the OWNER, provided CITY fails to cure such default for a period of thirty (30) days after receipt of written notice from the OWNER of such default (or longer period, provided that (1) the nature of the default is such that it cannot be cured in a period of thirty (30) days from the date of the default; (2) CITY shall commence good faith efforts to cure such default no later than thirty (30) days after such notice, and (3) such efforts are prosecuted to completion, to OWNER's reasonable satisfaction). 2. The right to terminate this Agreement, effective on such date designated by OWNER, in the event CITY shall be in breach of any of the terms or provisions of this Agreement on two (2) or more occasions during any consecutive twelve (12) month period, notwithstanding CITY's right to cure. Section VI. Governinq Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties agree to submit to service of process and jurisdiction of the State of Florida for any controversy or claim arising out of or relating to this Agreement or a breach of this Agreement. Venue for any court action between the parties for any such 6 214516vlO(KRB 1/14/2010) controversy arising from or related to this Agreement shall be in the Eleventh Judicial Circuit in and for Miami-Dade County, Florida. The parties hereby voluntarily waive the right to trial by jury in any such proceedings. Section VII. Indemnity. A. Subject to the specific monetary limits provided by Section 768.28(5), F.S., and the additional monetary limits of any applicable insurance policy maintained by OWNER. OWNER shall indemnify, defend and hold harmless CITY and its affiliates, and their respective members, managers, officers, directors, employees and agents (collectively the "City Indemnified Parties") from and against any and all losses, claims, damages, expenses (including reasonable attorneys' fees) and liabilities incurred or paid by any of the City Indemnified Parties in connection with the investigation, defense, prosecution, settlement or appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and to which any of the City Indemnified Parties was or is a party or is threatened to be made a party by reason of or arising out of, and solely to the extent the same arises out of, the negligence or willful misconduct of OWNER or any of OWNER's partners, officers, employees, agents or contractors solely in connection with this Agreement. B. Subject to the specific monetary limits of Sec. 768.28(5), F.S., and the additional monetary limits of any applicable insurance policy maintained by CITY, CITY shall indemnify, defend and hold harmless OWNER and its affiliates, and their respective partners, shareholders, members, managers, officers, directors, employees and agents (collectively the "Owner Indemnified Parties") from and against any and all losses, claims, damages, expenses (including reasonable attorneys' fees) and liabilities incurred or paid by any of the Owner Indemnified Parties in connection with the investigation, defense, prosecution, settlement or appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and to which any of the Owner Indemnified Parties was or is a party or is threatened to be made a party by reason of or arising out of, and solely to the extent the same arises out of, the negligence or willful misconduct of CITY or any of its officers, employees, agents or contractors solely in connection with this Agreement. C. Except when the additional monetary limits of any applicable insurance policy maintained by CITY or OWNER, respectively, is applicable pursuant to Paragraphs (A) or (B) above, the obligations provided by Paragraphs (A) and (B) shall be subject to the monetary limits of Sec. 768.28(5), F.S., regardless of whether said Sec. 768.28(5), F.S., monetary limits would apply in the absence of this paragraph. Section VIII. Entirety of Aqreement. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and 7 214516v10(KRB 1/14/2010) understandings applicable to the matters contained herein. The parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire Agreement between the parties as to the matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by written agreement duly executed by both parties hereto or their authorized representatives. The City Manager shall act for the CITY hereunder. Section IX. Termination of Prior Aqreement. Upon the Effective Date the Prior Agreement shall terminate and be of no further force and effect, and OWNER and CITY shall be relieved from all obligations thereunder accruing after the Effective Date. This shall not release either party from an obligation under the Prior Agreement for any claim or damage which occurred prior to the Effective Date. Section X Headinqs. Captions and headings in this Agreement are for ease of reference only and do not constitute a part of this Agreement and shall not affect the meaning or interpretation of any provisions herein. Section XI Riqhts of Others. Nothing in this Agreement expressed or implied is intended to confer upon any person other than the parties hereto any rights or remedies under or by reason of this Agreement. There shall be no third party beneficiaries. Section XII. Waiver. There shall be no waiver of any right related to this Agreement unless in writing signed by the party waiving such right. No delay or failure to exercise a right under this Agreement shall impair such right or shall be construed to be a waiver thereof. Any waiver shall be limited to the particular rights so waived and shall not be deemed a waiver of the same right at a later time, or of any other right under this Agreement. Section XIII. Invalidity of Provisions. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, provided that the material purposes of this Agreement can be determined and effectuated. Section XIV. Notice. Notices to CITY provided for herein shall be sufficient if sent by Federal Express or certified mail, return receipt requested, postage prepaid, addressed to City Manager at 19200 West County Club Drive, Aventura, Florida 33180, and notice to OWNER, if sent by Federal Express or certified 8 214516vlO(KRB 1/14/2010) mail, return receipt requested, postage prepaid addressed to OWNER at 19501 Biscayne Blvd., Suite 400, Aventura, Florida 33180 or such other respective address as the parties may designate to each other in writing from time to time. Section XV. Force Maieure. Neither party hereto shall be liable for its failure to carry out its obligations under this Agreement during any period when such party is rendered unable, in whole or in part, by force majeure to carry out such obligations, but the obligations of the party relying on such force majeure ("Relying Party") shall be suspended only during the continuance of any inability so caused and for no longer than the period of said unexpected or uncontrollable event, and such cause, so far as possible, shall be remedied with all reasonable dispatch. It is further agreed that the obligations of the party not relying on such force majeure ("Nonrelying Party") shall also be suspended during the period of time in which the Relying Party is unable to carry out its obligations under the terms of this Agreement pursuant to such force majeure. It is further agreed and stipulated that the right of any party hereto to excuse its failure to perform by reason of force majeure shall be conditioned upon such party giving the other party, written notice of its assertion that a force majeure delay has commenced within ten (10) working days after such commencement, unless there exists good cause for failure to give such notice, in which event, failure to give such notice shall not prejudice any party's right to justify any non-performance as caused by force majeure unless the failure to give timely notice causes material prejudice to the other party. It is further agreed and stipulated that each party hereto shall make its best efforts to carry out its obligations under this Agreement during any period when such party is rendered unable, in whole or in part, by force majeure to carry out such obligations. This Agreement is entered into on the date written above. CITY OF AVENTURA, a Florida municipality By: Eric M. Soroka CITY MANAGER Attest: Teresa M. Soroka, CMC CITY CLERK Approved as to form: CITY ATTORNEY 9 214516v10(KRB 1/14/2010) Witnessed by: Print Name: Witnessed by: Print Name: 214516vlO(KRB 1/14/2010) AVENTURA MALL VENTURE, a Florida general partnership By: Title: 10 \n a: tj i!. \.I- o ~ o z 9 ..,I a ~ ~ ::> to- z U.I ~ a: o u.. ..,I <t \I) o Q. o a: Q. .., Z ::i ~ Q \.LI :J: U VI '--0 ;:) c: o ~ .s::; E o III M -0 - Q) .-I '- - Q) -o.s::; c: ~ ro III .... c: o 0 .~ .~ c u Q) 0 0.. - ;:)-0 11'I c: .t:: co .- III ..r;:; Q) 11'I E ~ '.+::J o Q) ..r;:;..r;:; -tJ o -0 (/) .q c: Q) >- 0 c -0 ._ ~ ;:) ... '.+::J t;; ~ ::::_0 ::l co- - c:: 0.0 -.... C .-lQ) .- -...~ .s::; .S .2 :!:VI(5 ~==- . co III ~C:::..c Q)e:;.... U III c .;: .s::; .- ......."0 o C <l.l Q) 0 c .~ "0 .2 - Q.I ... o III co Q.. co t;; :=:co(l) co >-.0 ~ 32 E <<l OJ ;:) .... OJ E .a ~ ._ c :::: c (I) III .- ~ E ; OJ III ... E ~ ~ .- .....- ... III .- :::: >- ~ ::;) - III ..... 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