Loading...
01-08-13 HRA Agenda Packet AGENDA Regular Meeting of the Housing and Redevelopment Authority Golden Valley City Hall 7800 Golden Valley Road Council Chamber January 8, 2013 6:30 pm Paqes 1. Roll Call 2. Election of Officers 2 3. Approval of Agenda 4. Approval of Minutes - October 9, 2012 and Special Workshop - 3-8 October 29, 2012 5. Approval of Bills: Reimbursement of City Expenditures 9 Voyager Bank $7,934.78 Bank Mutual 8,233,.92 City of Golden Valley 13,413,.62 TOTAL �2��581•32 Bill Summarv: General Fund $1,402.00 North Wirth Capital Project Fund 23,848.50 Golden Hills Capital Project Fund 4 330.80 TOTAL 2 5 .�? 6. Receipt of December 2Q12 Financial Reports 10-13 7. Adoption of 2013 General Fund Budget 13-1 14-15 8. Designation of Depositories 13-2 16-17 9. North Wirth Redevelopment Area: 18-33 A, Third Amendment to GVEG Properties, LLC Private Development Agreement B. Consent Agreement with Stan Koch & Sons Trucking, Inc. 10. Adjournment This document is available in alternate formats upon a 72-hour request.Ptease call 763-593-800b (TTY: 763-593-3968)to make a repuest. Examples af alternate formats may include large print, electronic, Braille, audiocassette, etc. t�t��r ���~ �;,� Hausing and R.edevelopment Authority 763-593-8002/763-593-8109(fax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting January 8, 2013 Agenda Item 2. Election of Officers Prepared By Thomas D. Burt, HRA Director Summary The Housing and Redevelopment Authority (HRA) by-laws provide for the election of two officers to the HRA, Chairperson and Vice Chairperson. The by-laws state these positions are to be elected for a one-year term. The officers in 2012 were: Chairperson, Paula Pentel; Vice Chairperson, Mike Freiberg. Recommended Action Motion to approve a Chairperson and Vice Chairperson for 2013. HOUSING AND REDEVELOPMENT AUTHORITY October 9, 2012 Pursuant to due call and notice thereof, a regular meeting of the Housing and Redevelopment Authority of the City of Golden Valley, Hennepin County, Minnesota, was held at 7800 Golden Valley Road in said City on October 9, 2012 at 6:30 pm, in the City Council Chambers. The following members were present: Chair Paula Pentel and Commissioners Joanie Clausen, Mike Freiberg, Shep Harris and DeDe Scanlon. Also present were HRA Director Thomas Burt, Assistant HRA Director Jeanne Andre, City Attorney Allen Barnard, Finance Director Sue Virnig and Administrative Assistant Judy Nally. Approval of Aqenda MOVED by Scanlon, seconded by Freiberg and motion carried unanimously to approve the agenda as submitted. Approval of Minutes - Julv 1Q, 2012 Fteqular Meetin�and Special Meetinq and September 11L2012 Reqular Meetinq MOVED by Harris, seconded by Clausen and motion carried unanimausly to approve the July 10, 2012 Regular HRA minutes and Special HRA minutes, and the September 11, 2012 HRA regular minutes as submitted. Approval of Bills MOVED by Scanlon, seconded by Harris and motion carried unanimously to approve the bills as submitted. Receipt of Seutember 2012 Financial Reports MOVED by Freiberg, seconded by Clausen and motion carried unanimously to receive and file the September 2012 Financial Reports. Public Hearinq - Adoption of Redevelopment Plan for Hiqhwav 55 West Redevelopment Proiect Area and Tax Increment Financinq District No. 1 Renewal and Renovationl - Resolution 12-05, Redevelopment Plan for Hiqhway 55 West Redevelopment Proiect Area and Resolution 12-06�Resolution Approvinq Tax Increment Financinq Plan District No. 1 Chair Pentel introduced the agenda item. Jeanne Andre, Assistant HRA Directar, presented the staff report and answered questions from the Council. Jeannine Clancy answered questions from the Council. The Chair opened the meeting for public input and persons present to do so were afforded the opportunity to express their views thereon. Hearing and seeing no one, the Chair closed the public hearing. Housing and Redeveiopment Authority October 9, 2012 Page 2 Public Hearinq - Adoption of Redevelopment Plan for Hiqhwav 55 West Redevelopment Proiect Area and Tax Increment Financinq District No. 1 (Renewal and Renovation) - Resolution 12-05, Redevelopment Plan for Hiphwav 55 West Redevelopment Proiect Area and Resolution 12-06, Resolution Approvin� Tax Increment Financinq Plan District No. 1 - Continued Commissioner Harris introduced the resolution and moved its adaption: RESOLUTION 12-05 RESOLUTION OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, HENNEPIN COUNTY, MINNESOTA ADOPTING THE REDEVELOPMENT PLAN FOR THE HIGHWAY 55 WEST REDEVELOPMENT PROJECT AREA The motion for the foregoing resolution was seconded by Commissioner Scanlon, and upon a roll call vote being taken thereon, the following voted in favor thereof: Clausen, Freiberg, Harris, Scanlon and Pentel; the following voted against the same: none; whereupon said resolution was adopted, signed by the Chair and her signature attested by the Director. Gommissioner Harris introduced the resolution and moved its adoption: RESOLUTION 12-06 RESOLUTION OF THE HOUSING AND REDEVELQPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, HENNEPIN COUNTY, MINNESOTA, ADOPTING THE TAX INCREMENT FINANCING PLAN FOR HIGHWAY 55 WEST TAX INCREMENT FINANCING DISTRICT NO. 1 (RENEWAL AND RENOVATION) The motion for the foregoing resolution was seconded by Commissioner Scanton, and upan a roll call vote being taken thereon, the following voted in favor thereof: Clausen, Freiberg, Harris, Scanlon and Pentel; the following voted against the same: none; whereupon said resolution was adopted, signed by the Chair and her signature attested by the Director. The meeting was adjourned at 6:36 pm. Paula Pentel, Chair ATTEST: Judy Nally, Administrative Assistant HOUSING AND REDEVELOPMENT AUTH�RITY Special Joint Workshop Meeting with the Planning Commission October 26, 2012 Pursuant to due call and notice thereof, a special joint workshop meeting of the Housing and Redevelopment Authority and the Planning Commission of the City of Golden Valley, Hennepin County, Minnesota, was held at 7800 Golden Valley Road in said Gity on October 26, 2012 at 6:30 pm, in the City Council Conference room. The following HRA members were present: Chair Paula Pentel and Commissioners Joanie Clausen, Mike Freiberg, Shep Harris and DeDe Scanlon and Planning Commissioners Cera, Kluchka, McCarty, Schmidgall and Waldhauser. Also present were HRA Director Thomas Burt, Assistant HRA Director Jeanne Andre, Finance Director Sue Virnig, Director of Planning and Development Mark Grimes, Public Works Director Jeannine Clancy and City Planner Joe Hogeboom. Planning Commissioners Kisch and Segelbaum were absent. Redevelopment Tour The HRA and the Planning Commission discussed pros and cons of five multifamily development sites in the West Metro. The sites included the Ellipse on Excelsior (St. Louis Park}, 36 Park Apartments (St. Louis Park), Tower Light Apartments (St. Louis Park), Regent Place (Robbinsdale) and West View Estates (Plymouth). The group was generally positive about the development sites. Waldhauser appreciated the usable balconies on most of the units, as well as the use of common space. Clausen noted that the retail space below several of the developments seemed like a good idea, but that it seemed to have high rental vacancies. Kluchka and Pentel thought that the common play spaces and family spaces for several of the development sites worked well. Waldhauser agreed, but questioned if long term maintenance at the playgrounds and common spaces would be problematic. Harris stated that he favored the public art and pedestrian connections present at the St. Louis Park sites. Urban Land Institute Workshop Hogeboom discussed the Urban Land Institute (ULI) Workshop held in May, 2012. He reported that the ULI provided the following feedback to staff: • Golden Valley has a strong location on the westerly "green belt" of the Twin Cities, which is close to the urban core of the cities. • If young people find Golden Valley desirable, they are likely to remain in the cammunity as they age. • Proximity to services and activities are attractive to younger people. • Small, multi-family housing projects in a developed area are attractive to yaung people as well as empty nesters. • Mixed use development is still being constructed, but demand for the product has slowed. ULI Ideas ta apply development principles in Golden Valley include: • Embrace collaborative development approaches. • Pursue partnerships with developers. Minutes of the Golden Valley Housing and Redevelopment Authority October 26, 2012 Page 2 • Manage risks. • Develop clear visual expectations about the development. • Adopt expedient, efficient and flexible development procedures. • Continue ta invest in networks of sidewalks and trails. • Capitalize on development opportunities, such as transit corridors. • Expand citizen participation. • Prepare illustrative site plans for development to aid in visual learning. • Gonsider creating a developer roundtable to discuss redevelopment opportunities in the community. Discuss Potential Development Sifie Priorities in Golden Vallev A. Douglas Drive and Highway 55 — Discuss Moratorium Land Uses Andre discussed the Moratorium that was placed on new development at the northeast corner of the Douglas Drive/Highway 55 intersection. Andre explained that the moratorium expired in July, and staff is seeking further direction for land use and zoning designations for the site. Andre and Hogeboom stated that Business and Professional Offices zoning would be most appropriate for the area to the north and east of the Frontage Road if a corparate campus development is desired. Hogeboom also stated that there had been Council discussion in the past about looking into the creation of a "Light Commercial" zoning district that could be applied to the area to the sauth and west of the Frontage Road, as well as other locations in the City. Pentel stated that multi-family housing should be examined for the site, due to the site's praximity to major roadways, transit, jobs and downtown Minneapolis. Clausen stated that she would consider housing and mixed use options for the site, but warned that there are currently high vacancy rates in mixed use buildings elsewhere in the Twin Gities. Cera questioned whether pollution exists at the former restaurant site, and whether or not mitigation measures would be needed to develop the site. Grimes stated that grants might be available to aid in environmental cleanup and remediation. Pentel questioned if a large, intense retail development at the site, such as a Target store, would generate too much traffic for the intersection. Clancy shared that there are currently no plans with MnDOT, Hennepin County or the City to reconstruct the Douglas Drive/Highway 55 intersection. Harris asked if the site could accommodate Surly Brewing, which is currently looking to relocafie its operations. Harris pointed out that the owners of Surly Brewing are Galden Valley residents. Others questioned this type of use near a high school. Minutes of the Golden Valley Housing and Redevelopment Authority October 26, 2p12 Page 3 Harris asked about the status of studying greenways across Highway 55 with Hennepin County Active Living. Hagebaom said that Hennepin County Active Living has agreed to look into the issue, and will report back when more information is gathered. Pentel suggested that staff look into the long term plans for the Optum Health building at the northwest corner of Douglas Drive and Country Club Drive and see if the plans would complement future development of the former moratorium site. Other members agreed with this approach and suggested that the upcoming study include property on the west side of Douglas Drive south of the railroad track. Hogeboom said that staff will look into residential and mixed use opportunities at Highway 55 and Douglas Drive, meet with current property owners and consult with devetopers about potential development ideas. Pentel asked staff to collaborate with the Planning Commission on this project and report back to the City Council in approximately six months. B. Highway 55 and Winnetka Avenue — Senior Cluster Housing Grimes stated that the southeast corner of Winnetka Avenue and Highway 55 is currently guided for Low Density Residential Develapment on the Comprehensive Plan. Grimes explained that this designation would accommadate R-1 and R-2 zoning. Scanlon stated that senior cluster housing could be a potential option for this site. Grimes pointed out a low density senior development an the former Apache Plaza site in St. Anthony as an example of what that type of development would look like. Burt explained that this site is currently divided into several different parcels, and has multiple owners. Any future development would have to be a collaborative effort of all of the properties. Future Redevelopment Opportunities Harris requested that staff prepare an ongoing list of redevelopment opportunities for consideration by the Commissioners at future workshops focused on redevelopment and economic development. Buildinq and Landscape Desiqn Guidelines Waldhauser stated that the Planning Commission recently discussed the possibility of broadening the I-394 Mixed Use Zoning District design criteria to other areas of the City. Pentel explained that architectural designs evolve with time, sa if the Cit�r were to have design guidelines, they would have to be monitored and adjusted regularly. Pentel suggested that staff work with the Planning Commission to research design policies in other communities and make a recommendation to the City Council about how to proceed. The other Commissioners concurred with this approach. Minutes of the Golden Valley Housing and Redevelopment Authority October 26, 2012 Page 4 Open To Business Initiative Andre reminded the HRA and Planning Commissioners about Golden Valley's involvement in the Open To Business initiative. Andre stated that the partnership began on March 1, 2012, and to date, it is estimated that 21 clients befinreen the City of Golden Valley and the City of New Hope have been served by the program. Andre said that staff is looking to see if there is support to continue the pragram beyond the existing one year contract. Pentel directed staff to seek more information about New Hope's planned participation in 2013, as well as Hennepin County's financial contribution to the program. Andre stated that staff will gather the requested information and repart back to the City Council at a later date. Next Steps/Direction for Staff and Planninq Commission The HRA reiterated its direction for staff to: • Work with the Planning Commission, property owners and the development community to study future land use possibilities for the Dougtas Drive/Highway 55 area. • Work with the Planning Commission to research site design and landscaping standards. • Gather and report on information about Open ta Business activities in 2012 that will help determine the benefit of continued participatian in the program. The meeting was adjourned at 8:40 pm. Paula Pentel, Chair ATTEST: Joe Hogeboom, City Planner �:l�� t�� Housing and Redevelopment Authority 763-593-8002 l 763-593-8109(fax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting January 8, 2013 Agenda Item 5. Reimbursement of City Expenditures Prepared By Sue Virnig, Finance Director Summary As of December 31, 2012 the following expenditures were paid by the City on various check registers and need to be reimbursed by the HRA: Check City Expenditures: Amount Number 1000 Best & Flanagan (September Legal) $465.00 113072 1000 Best & Flanagan (October Legal) 6,977.00 113345 1000 Wilson Development (Globus relocation)* 1,030.12 113454 1000 Best & Flanagan (November Legal) 4,265.00 113675 1000 S E H 675.50 112780 4050 Voyager Bank 7,934.78 4051 Bank Mutual , 8,233.92 $29,581.32 HRA Expenditures; 9000 General Fund $1,402.00 9250 North Wirth #3* 23,848.50 9280 Golden Hills Capital Projects* 4,33Q.82 --------------------------------- $29,581.32 *Asterisk items are reimbursed by deposits held for developers. Recommended Action Motion to approve reimbursing the City of Golden Valley $13,412.62 (check#4052) and issuing the two checks for Voyager Bank ($7,934.78) and Bank Mutual ($8,233.92)on February 1, 2013. �`t�;�� C�� Housing and Redevelopment Authority 763-593-8002 i 763-593-8109(fax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting January 8, 2013 Agenda Itern 6. Receipt of December 2012 Financial Reports Prepared By Sue Virnig, Finance Director Summary Attached is the December 2012 Financial Reports for Housing and Redevelopment Authority (HRA) review. Staff will address questions fram the HRA before or at the meeting, Attachments • HRA General Fund Budget Report (1 page) • HRA Tax Increment District Projections for Golden Hills Tax Increment Funds (1 page) • HRA 2012 Capital Project Funds Report (1 page) Recommended Action Motion to receive and file the December 2012 HRA Financial Reports. , HRA of Golden Valley General Fund Deeember 2012 Budget Report Percentage Of Year Completed 75% Over % Of 2012 Oct-Dec YTD (Under) Budget Revenue Budget Actual Actual Budget Received Transfer from TIF Funds: Golden Hills 159,000 0.00 159,000.00 0.00 100.00% Interest Earnings (3) 0 0.00 0.00 �.00 Fund Balance 0 0.00 0.00 0.00 Totals $159,000 0.00 159,000.00 0.00 100.00% Over % Of 2012 Oct-Dec YTD (Under) Budget Expenditures Budget Actual Actual Budget Expended Legal Services (1) $6,000 1,402.00 5,408.20 (591.80) 90.14% Audit 12,000 0:00 12,000.00 O.QO 100.00% City Qverhead (2) 140,000 0.00 140,000.00 0.00 100.00% Miscellaneous 1,OQ0 0.00 0.00 (1,000.00) 0.00% Totals $159,000 1,402.00 157,408.20 (1,591.80) 99.00% Notes: (1) Includes November to date billings from Best 8� Flanagan. (2) Transfers were made in June 2012. M O �?NOI� CO O � d~' NI.�f� N � � � N CflM00 N � � Ci� � � c~- OCl N 00 � `�N lf? M � �.s `"' ffl O O O O O O I�O I� M I`•- O O f� I� O � t� O 0� 00 � � Of� l� O � OO � N CA N � N 00000 � O� CflN00 N � �- O) OMM lf� � d' � � I� f� O CU N N •- I`� � d' � f,A r- N � `a' d' � r- �N d' 00 � d9 '`-" � 6F} Ef-} 00 OCOCfl O O �Ot� O d' � O I� I�- O �- t- � I� O � O OP� I� O I� � I� M � � M � O M M � O N � 0�0 � N � � d� N N � d' � N � CO r" N 00 `�' d' � ��N N � O E!-} � 6F} �- d9� � O � � Q -�ON 00 (� 00 O N N O � f� � r- � �-- N O CO CO O C� tn N 00 O � N � CO `td' � I� CflN � d' M r' tf� O N N ln O N d' M d' �- O � SV N r- d' r- N � d' r" (V CQ 'd' t7' ai `.+�� �'- 00 M EA � f!-? �- ff? P M � N � N � O N � +r � i-..Q � � f� N «f m t6 -Q (a .O U � U � U � v c � c C) o � * o�� �; � O � � a� aui ? � •� �� � •� � � � � � � a V � � C C � � � m � m � 'a R � � m �m � � f"' � C '� �"� � � � CA C C C .F+ � � � � � � C m � N � N O � � 4-- LL � � � .'' 2 .,.., N � � � � � � � �j � V L � V � � � � � � � � a�+ C E � � � X N X � R x � �0 U " (� � � � � � � � � m � � tA Q N U N � � � N � � �--- i C L = V X X � C �t�.1 'pn — I- U cv N � O c v c 0 tt f N = y = � � � � W � � L � � � � X" •L . O � � V � � f/� � = 4� (� m Q Q W a 'a � ,� G� � � � G� � +' ln ln Cfl � C 0 C Q � % � O �C � � 000 O 0 U U� ,...� � � W � F- W I- C_l N N N F- m HRA Of Golden Valley Capital Project Funds 2012 Financial Report 9280 9250 Golden North Hills Wirth #3 Cash Balance @ 10/01/12 $286,384.24 $0.00 Add: Receipts: Interest Lease revenue Increment on Deposit 16,168.70 Less: Expenditures: City of Golden Valley (1) (16,168.70) Transfer to TIF Cash Balance @ 12/30/12 $286,384.24 $0.00 (1) Breakdown on City Expenditures Memo �l�� U� a�a� . Housing and Redevelopment Authority 763-593-8002/763-593-81Q9(fax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting January 8, 2013 Agenda Item 7. Adoption of 2013 General Fund Budget Prepared By Sue Virnig, Finance Director Summary Attached is the 2013 Housing and Redevelopment Authority General Fund Budget, North Wirth fees such as fiscal disparities are taken from the Tax Increment payment (Option B) to the developer. Attachments Resolution Adopting 2013 General Fund Budget (1 page) Recommended Action Motion to adopt Resolutian Adopting 2013 General Fund Budget. Resolution 13-1 January 8, 2013 Commissioner introduced the following resolution and moved its adoption: RESOLUTIQN OF THE HOUSING AND REDEVELOPMENT AUTHORITY (HRA) ADOPTING THE 2013 GENERAL FUND BUDGET BE IT RESOLVED by the HRA that the appropriations for the General Fund Program for the calendar year 2013 as follows: GENERALFUND Expenditures Proposed Budget Legal Services $6,000 Audit Services 12,000 Permanent Transfer 140,000 Miscel{aneaus 1,000 159 00 BE IT FURTHER RESOLVED by the HRA that the sources of financing the sums appropriated shall be: GENERALFUND Revenue Golden-Hills - Tax Increment Fund 159,000 159 000 Chair ATTEST: Thomas D. Burt, Executive Qirector The motion for the adoption of the foregoing resolution was seconded by Commissioner upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same whereupon said resolution was declared duly passed and adopted, signed by the Chair and the signature attested by the Executive Director. �`1��' f.�� �a..�.�� � , � . � � �. Housing and Redevelopment Authority 763-593-8002/763-593-81Q9 (#ax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting January 8, 2013 Agenda Item 8. Designation of Depositories Prepared By Sue Virnig, Finance Director Summary State Law requires cities to have depositories for Hausing and Redevelopment Authority funds approved annually. The attached resolution states the depositories, accaunts, and signature requirements for each account. Attachments Resolution Designating Depositories for HRA Funds (1 page) Recommended Action Motion to adopt Resolution Designating Depositories for HRA Funds. Resolution 13-2 January 8, 2013 Commissioner introduced the following and moved its adoption: RESOLUTION DESIGNATING DEPQSITORIES FOR HRA FUNDS BE IT RESOLVED by the Housing and Redevelopment Authority (HRA) of Golden Valley that the following are named as depositories for HRA funds, subject to the furnishing of collateral for funds an deposit as provided in the Laws of the State of Minnesota: BNC National Bank Central Bank Piper Jaffray Companies RBC-Dain Rauscher US Bank Wells Fargo 4M Fund BE IT FURTHER RESOLVED that the following signatories or alternates are authorized to be signatories on checks drawn on funds deposited to the general checking account: the HRA Chair or Vice Chair and the HRA Director or Assistant Director; and that each check shall require two signatures. BE IT FURTHER RESOLVED that the following shall be authorized to make investments of HRA funds and shall be authorized to deposit the principal of said investments in the above named depositories as necessary and beneficial to the City: HRA Director, City Treasurer, City's Accounting Coordinator. The HRA Director and City Clerk are authorized and directed to furnish each of the depositories with certified copies of this resolution along with such signature documentation as is required by the depository and the authorizations set forth under 1 and 2 above. Chair ATTEST: Thomas D. Burt, Executive Director The motion for the adoption of the foregoing resolution was seconded by Commissioner upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same whereupon said resolution was declared duly passed and adopted, signed by the Chair and the signature attested by the Executive Director. (;1��' �'� '`�';;;; ,, Housing and Redevelopment.A.uthority 763-593-8q02/763-593-81 Q9(fax) Executive Summary For Action Golden Valley Housing and Redevelopment Authority Meeting January 8, 2013 Agenda Item 9. Third Amendment to GVEC Properties, LLC, Private Development Agreement Prepared By Jeanne Andre, Assistant Director, Housing and Redevelopment Authority Summary The Housing and Redevelopment Authority (HRA) entered into the GVEC Properties. LLC, Private Development Agreement in 2006 and subsequently amended it two times. The last amendment allowed GVEC to turn over its interest to Bank Mutual, which has since taken over the property and has been seeking to secure new developers. The new proposed amendment would allow Bank Mutual to sell a portion of the property to Stan Koch & Sons Trucking, Inc., which is located on the adjacent parcel. Koch is seeking additional property to meet the parking needs of its current tenants. If this amendment is approved, the HRA would allow this sale to go through, contingent on Bank Mutual and Koch proceeding with amendments to their respective PUDs, going through a formal subdivision process and making parking lot improvements. The amendment would also outline conditions for Bank Mutual to seek further development of the last two building sites in the original PUD, allowing up #0 12,OQQ additional square feet of condominium office development. For the agreement to be implemented, Koch must agree to purchase property from Bank Mutual, participate in its own PUD Amendment and undertake the proposed parking lot improvements. The Consent Agreement indicates Koch's agreement and provides HRA approval. Attachments • Third Amendment to the GVEC Properties, LLC, Private Development Agreement (8 pages) • Consent Agreement (6 pages) • Map titled Ownership After Platting, dated October 5, 2012 (1 page) Recommended Actian Motion to approve the Third Amendment to the GVEC Private Development Agreement and authorize appropriate HRA officials to execute the Consent Agreement. (Space above reserved for recording information) THIRD AMENDMENT OF GVEC PROPERTIES, LLC PRIVATE DEVEL�PMENT AGREF,MF,NT THIS THIRD AMENDMENT OF GVEC PROPERTIES, LLC PRIVATE DEVELOPMENT AGREEMENT (the "Third Amendment") is dated as of , 2013, and is made and entered into by and among the HOUSING AND REDEVELQFMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate and politic established and existing under Minnesota Statutes, Section 460.001 et sec�., with its principal offices at 7800 Golden Valley Road, Golden Valley, Minnesota 55427 (the "HRA"); and BANK MUTUAL, a federal savings bank, with its principal office located at 4949 West Brown Deer Road, Milwaukee, Wisconsin (the "Bank"). The HRA and the Bank are each referred to herein as a "Party", and collectively as the "Parties". WHEREAS, the HRA and GVEC Properties, LLC ("Developer") entered into the GVEC Properties, LLC Private Development Agreement, dated January 10, 2006, and filed with the Hennepin County Registrar of Titles on February 3, 2006 as Document No. 4222316 (the "Original Development Agreement"), and a certain First Amendment thereto dated July 15, 2009 (the "First Amendment"); and WHEREAS, the HRA, Developer, and the Bank entered into the Second Amendment of GVEC Properties, LLC Private Development Agreement, dated March 13, 2012, and filed with the Hennepin County Registrar of Titles on April 4, 2012, as Document No. T4942086 (the "Second AmendmenY'); and WHEREAS, the Original Development Agreement and the First Amendment and the Second Amendment are collectively referred to herein as the "Development Agreement'; and WHEREAS, pursuant to the Original Development Agreement, Developer purchased from the HRA a site in the North Wirth Parkway Redevelopment Area of Hennepin County, Minnesota having the original legal description of Lot 1, Block 1, North Wirth Parkway Stn Addition, Hennepin County, Minnesota ("Development Property"), and thereafter commenced construction of an office condominium project on the Development Property; and WHEREAS, Developer committed several Events of Default under the Development Agreement, and Developer also defaulted under the mortgage granted by Developer ta the Bank with respect to a portion of the Developrnent Property; and WHEREAS, the HRA, Developer and the Bank entered into the Second Amendment to, among other things, modify the schedule for completion of Phase II and Phase III of the Improvements; memorialize the HRA's waiver of certain defaults under the� Development Agreement and acknowledge the cure of certain other defaults; and permit Developer to assign its inter�st in the Development Property and under the Development Agreement to the Bank; and WHEREAS, the HRA and the Bank now wish to enter into this Third Amendment to permit the transfer by the Bank to a third party of a portion of the Development Property, free and clear of all terms, conditions, obligations, and restrictions contained in the Development Agreement; extend the period for completion of the remaining Improvements; and address certain other matters; NOW THEREFORE, in consideration of the foregoing, and in consideration of the mutual terms and conditions contained herein, the Parties hereby agree as �ollows: � 1. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Development Agreement. 2. The first paragraph in Section 4.2 of the Development Agreement is amended and restated in its entirety to state as follows: Construction of the Phase I Improvements has been completed, and the HRA has issued a Certificate of Completion for the Phase I Improvements. Construction of the Phase II Improvements commenced but is only partially completed, with 4,500 square feet of the Phase II Improvements completed and 1,500 square feet of the Phase II Improvements remaining incomplete. The requirements for completion of the different phases of the Improvements shall not apply after the execution of this Third Amendment by the Parties. Construction of 100 percent of the shell of a minimum of 6,000 square feet of office condominium Improvements, without interior finishing, on Lot 4, North Wirth Business Center, P.U.D. No. 100, Hennepin County, Minnesota ("Lot 4") shall be completed within 18 months after the Bank conveys title to Lot 4 to a transferee in accordance with the Development Agreement. Construction of a minimum of 6,000 square feet of office condominium Improvements shall be campleted on Lot 5, North Wirth Business Center, P.U.D. No. 100, Hennepin County, Minnesota ("Lot 5"), within 18 months after the date the Bank conveys title to Lot 5 to a transferee in accordance with the Development Agreement. The tim�s provided herein for commencement and completion of construction shall be extended to the extent of any Unavoidable Delays. 2 The Bank may transfer Lot 4, independent of Lot 5, to a different transferee than the transferee of Lot 5, and vice versa. 3. Section 4.3(a) of the Development Agreement is amended and restated in its entirety to state as follows: � Construction of the Phase I Improvements has been completed, and HRA has issued a Certificate af Completion for the Phase I Impravements. Promptly after completion in accordance with the Development Agreement as amended by this Third Amendment of a minimum of 6,000 square feet of Improvements for Lot 4, the HRA will furnish Developer v�ith a separate Certificate of Completion, in substantially the form set forth in Exhibit B to the Development Agreement, with respect to Lot 4. Promptly after completion in accordance with the Development Agreement as amended by this Third Amendment of a minimum of 6,000 square feet of Improvements for Lot 5, the HRA will furnish Developer with a separate Certificate of Completion, in substantially the form set forth in Exhibit B to the Development Agreement, with respect to Lot 5. Each Certificate of Completion shall be (and it shall be so provided in the Certificate of Completion itself� a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of Developer to construct the applicable portion af the Improvements. 4. In no event shall Section 4.8 of the Development Agreement, as modified below, apply to the Bank, but it shall apply to all of the Bank's assigns. Section 4.8 of the Develapment Agreement is amended and restated in its entirety to state as follows: If a Certificate of Completion for a minimum of 6,000 sguare feet of Improvements on Lot 4 has not been issued within 18 months after the Bank conveys title to Lot 4, or if a Certificate of Completion for a minimum of 6,000 square feet of Improvements on Lot 5 has not been issued within 18 months after the Bank conveys title to Lot 5, the transferee of each of such lots for which a Certificate of Completion has not been issued shall pay to the HRA, on August 15 of each year beginning at the end of such 18-month period, and continuing until a Certificate of Completion has been issued for such lot, or December 31, 2Q24, whichever is earlier, an annual sum determined by the following formula: Ax [B —C] xD For purposes of the above formula, the following definitions shall apply: A= the average assessed market value per sguare foot for the completed Improvements (excluding land) as of January 2 of such year 3 B = 4,500 square feet C = the number of square feet of completed Improvements as of January 2 of such year D= the aggregate real estate tax rate for the completed Improvements as of January 2 of such year. 5. The HRA consents to the sale of that portion of the Development Property described in Exhibit A (the "Sale Parcel") by the Bank (in connection with a conveyance by the Golden Valley Executive Center Association (the "Association") to the Bank) to Stan Koch & Sons Trucking, Inc. ("Koch"), pursuant to the terms of that certain real estate Purchas� and Sale Agreement having an effective date of October 31, 2012, as amended by First Amendment to Purchase and Sale Agreement dated December 31, 2012, each in the form delivered to the HRA, provided the sale closes on or before May 31, 2013. The HRA agrees that, upon the conveyance of the Sale Parcel by the Bank to Koch, all of the terms, conditions, obligatians and restrictions of the following instruments shall cease to apply with respect to the Sale Parcel; (i) the Development Agreement, (ii) that certain Restrictive Covenant Agreement, dated February 3, 2006, and filed with the Hennepin County Registrar of Titles on February 3, 2006, as Document 4222315, and (iii) that certain Limited Warranty Deed dated January 17, 2006 and filed with the Hennepin County Registrar of Titles on February 3, 2006, as Document 4222314. The HRA's consent to the sale of the Sale Parcel to Koch is contingent on: (a) approval by the City of an amendment to existing P.U.D. No. 100 for the Development Property under which the Sale Parcel is released from P.U.D. No. 100, and (b) approval by the City of an amendment to existing P.U.D. No. 61 for the adjoining parcel owned by Koch under which the Sale Parcel is annexed to P.U.D. No. 61. The Bank shall use its best efforts to obtain all of such approvals as soon as practicable, including making application to the City within 30 days after the execution of this Third Amendment by both Parties for an amendment to existing P.U.D. No. 100 for the Development Property. 6, Within 3Q days after execution of this Third Amendment by both Parties, the HRA shall pay all principal and accrued interest owed to Voyager Bank on Voyager Bank's prior loan to Developer that was secured by Developer's pledge to Voyager Bank of the Tax Increment Note. Following such repayment, the HR.A shall obtain the Tax Increment Note from Voyager Bank, cancel the Tax Increment Note, and issue and deliver the Second Amended Tax Increment Note to the Bank, as provided in the Second Amendment. 7. Within 30 days after the City's approval of an amendment to existing P.U.D. No. 100, the HRA shall request the County to remove the Sale Parcel from the Tax Increment District. $. The Bank shall record this Third Amendment and the transfer documents for the sale of the Sale Parcel and pay all recording fees in connection therewith. 9. As amended hereby, the Development Agreement continues in full force and effect. Except as described herein, to the knowledge of the HRA there are no defaults by 4 Developer or the Bank under the Development Agreement that have not been waived or cured. The Bank agrees that the HRA is not currently in default under the Agreement, and any prior defaults by the HRA are hereby waived. The Bank also agrees that the HRA has made all payments of principal and/or accrued interest under the Tax Increment Note and any amendments to the Tax Increment Note when due, and that the HRA is not in default thereunder. 10. The HRA affirms that: (a) the Bank shall not be obligated to undertake or continue construction or completion of the Improvements as provided in Section 7.1 of the Development Agreement; (b) the Bank may convey its interest in the Development Property, and assign its interest in and under the Development Agreement with the prior written consent of the HRA, provided that the assignee must expressly assume all obligations of Developer under the Development Agreement in accordance with the terms and conditions stated in Section ?.3 thereof. The Bank agrees not to undertake or continue construction or completion of the Improvements without further agreement by the HRA. 11. The HRA hereby acknowledges that the Bank has deposited with the HRA the sum of$10,000,to be used solely for reimbursement of the HRA's legal expenses incurred in connection with the review of this Amendmsnt and for no other purpose; and further, the HRA agrees that it shall return the balance of such funds remaining, if any, to the Bank upon receipt of a recorded copy of this Third Amendment. The HRA further confirms and acknowledges that no costs or fees in excess of said deposit or as otherwise pravided herein shall be assessed to the Bank or Development Property in connection with this Amendment without the prior knowledge and approval of the Bank. 12. The City is not a Party under this Agreement. 5 IN WITNESS WHEREOF, this Amendment has been duly executed by the Parties as of the date first above written. HOUSING AND DEVEL�PMENT AUTHORITY IN AND FOR THE CITY QF GOLDEN VALLEY By: Name: Its: By: Name: Its: STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this � day of , 2013 by and , the and , respectively, of the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, on behalf thereof. Notary Public 6 BANK MUTUAL, a federal savings bank By: Name: Its: By: Name: Its: STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of , 2013 by and , the and , respectively, of Bank Mutual, a federal savings bank, on behalf of Bank Mutual. Notary Public This instrument was drafted by: � Best & Flanagan LLP (CCB) 225 South Sixth Street, Suite 4000 Minneapolis, MN 55402 (612) 339-7121 � 7 EXHIBIT A Description of Sale Property All of Lot 1 and that part of Lots 2 and 3, Block 1, NORTH WIRTH BUSINESS CENTER, P.U.D. NO. 100, Hennepin County, Minnesota, lying northeasterly of line described as cammencing at the most northerly corner of said Lot 2; thence southwesterly 134.03 feet along the northwesterly line of said Lot 2, being a curve concave to the southeast, having a radius of 3337,00, a central angle of 2 degrees 18 minutes OS seconds and an assumed chord bearing of South 52 degrees 50 minutes 45 seconds West to a point of tangency in said northwesterly line of Lot 2; thence South 51 degrees 41 minutes 42 seconds West, along said northeasterly line of Lot 2 and tangent to said curve, a distance of 12.30 feet to the point of beginning of line to be described; thence South 38 degrees 18 minutes 18 seconds East, a distance of 158,35 feet; thence South 64 degrees 04 minutes 09 seconds East a distance of 30.00 feet to the southeasterly line of said Lot 2 and there Terminating. t4) ` \ ���ii I� �xX� '� . �... \ � F; _ i� ��� ,n �„� c� � ' s g .~:� -=a � k '.k �� �'��i � - s � �� , i. ,_. °; ,,., . -- • . __ r . .... � ,� , �,� >.. � h � , .,� � _ _ � , <:� t''�� � ° � ._ " [,..v .`< t _" �`1� ��esy � �T, � �` �� <_. „� �`�.s ��� -y,� � ` �f n r�, , . � r, � �6M' �, `�+`�'�i3.� -'�.,� � �'- �� --�.._....,... i � � � op2�16^W ti�ri� °+�Y .....y � _ ____�.. Ny �>��b � . . ,. ..s. �. ^ �- ^,,.,.,,_,.. , . �, a1 / , «y . _ __. ,..._.. _--._ � $,� ��� \ 4� � $'��t1 '7��`�. � 9 � _ c',.���� � � tj� `,,' ��E�,'. �� .. '^4, ��, \�6\A`f.` . 5 ��`+ 9,\�, \��...� ` �r \ �-<'.>. `-<.�y � � � 5� �S � 2�/ - , f � � � a}0.1p� '>.yy7�i,- �_.� t:� �; �--� � y � �S-- `'.•- l�_..—�«. �n '7 �f . ......._ . `^q G� 'c n�'` ��'- � O � �`'�__ `"'�.'9' y::a �� � r,� � � '=' '- ��,' `� —�;� � � - `�s.� _ �� CJ �:� I `� ��'� I...._— � 4L7 f �. �;��-�� ..FC{_ ,. ._ :? , �� C� '^��,'.> � ° ,-U '��� . r.� �,.. - �� �3 „.F ��� � � s�-^: �{ ,� .: � Y . L �r �d ��c r- t� k L �''�^� Y�?� �r �. _�„ 5 Y�i �.` � ��r�,�b�? 5� r L� . .h \ � c,;:r L a �, � ,�� �� r r.g � �.�� ^.� r, , .. :. � k��y �4 do ���.�� � .. �*. r .� � n� � � . -/O'S6 .i.,lL o N �—� i// y � r, °� v ��k a � '�r � �U L��..�� �� �fi � . ?e U<,i '2�' .° ! 'a.�.........��i[.................'�i. .ca'Sr� p7�,y�� 1t�-4:r� \ � am�'� :�F�ME��na�9 �x9�� , �' a 011800/940315/1575912_2 , g CONSENT AGREEMENT THIS AGREEMENT is made and entered into as of this day of , 2013, by and between the Housing and Redevelopment Authority in and for the City of Golden Valley, a public body corporate established and existing under Minnesota Statutes, Section 469.001 et seq., located at 7800 Golden Valley Road, Golden Valley, Minnesota 55427 (the "HRA"), and Stan Koch & Sons Trucking, Inc., a Minnesota corporation, located at 4200 Dahlberg Drive Minneapolis, Minnesota 55422 ("Koch"). The HRA and Koch are each referred to herein as a "Party", and collectively as the "Parties". RECITALS: WHEREAS, Koch has entered into a Purchase and Sale Agreement, dated October 23, 2013, and a First Amendment to Purchase and Sale Agreement, dated December 31, 2012, with Bank Mutual (the "Bank") (the "Purchase Agreement"), providing for the purchase by Koch fram the Bank of a parcel described in Exhibit A (the "Sale Parcel"); and WHEREAS, the Sale Parcel is currently subject to the terms, canditions, and restrictions contained in the GVEC Properties, LLC Private Development Agreement, dated January 10, 2006, and as amended by the Firsfi Amendment, Second Amendment, and Third Amendment thereto (collectively, the "Development Agreement"), including a requirement that the HRA cansent to any transfer of the Sale Parcel; and WHEREAS, the HRA is willing to consent to the sale of the Sale Parcel by the Bank to Koch in accordance with the terms of the Purchase Agreement, and release the Sale Parcel fram the terms, conditions and restrictions contained in the Development Agreement, subject to the terms and conditions of this Agreement; NOW, THEREFORE, in consideration af the foregoing, and in considerafiion of the mutual terms and conditions cantained herein, the parties hereby agree as follows: 1. Amendment of PUD. Within thirty (30) days after the date this Agreement has been executed by both parties, Koch shall apply to the City of Golden Valley (the "City"} for an amendment to existing P.U.D. No. 61, to incorporate the Sale Parcel into the existing P.U.D. Koch shall use its best efforts to obtain the amendment to the P.U.D., and all other required consents and approvals from the City, as soon as practicable, including any replatting if required by the City. Koch shall also cooperate with the Bank, the HRA, and the City in amending existing P.U.D. No. 100 to exclude the Sale Parcel. 2. Improvements. Koch agrees that following the closing of the purchase of the Sale Parcel, it shall promptly demolish any improvements currently on the Sale Parcel, and construct surface parking for 50 cars, together with any Iighting and landscaping required by the City. Construction of the new improvements shall be in accordance with the construction plans attached as Exhibit B. 3. Consent. The HRA consents to the sale of the Sale Parcel by the Bank and the Association to Koch pursuant to the terms of the Purchase Agreement, provided the sale occurs on or before May 31, 2013. The HRA agrees that, following the sale of the Sale Parcel by the Bank and the Association to Koch, all of the terms, conditions, obligations and restrictions of the Development Agreement shall cease to apply with respect to the Sale Parcel, except for the Restrictive Covenant Agreement described in the Development Agreement. The HRA's consent to the sale of the Sale Parcel to Koch under this Agreement is contingent an: (a) approval by the City of an amendment to existing P.U.D. No. 100 to exclude the Sale Parcel, (b) approval by the City of an amendment to existing P.U.D. No. 61 to include the Sale Parcel, and (c) any approvals of the Association's members and mortgagees that are required under the Association's governing documents. Koch shall use its best efforts to obtain all of such approvals as soon as practicable. 4. General. This Agreement constitutes the entire agreement between the Parties on the subject matter hereof, superseding all prior oral and written agreements on the subject matter hereof. The City is not a Party under this Agreement. This Agreement is binding upan, and shall inure to the benefit of, the successors and assigns of the Parties. This Agreement may only be modified by a written amendment signed by both Parties. This Agreement may not be assigned by either Party without the prior written eonsent of the other Party. This Agreement shall be governed in accordance with Minnesata law. This Agreement may be executed in counterparts, and signature pages delivered by facsimile or computer shall have the same effect as manually- signed, original copies. 2 IN WITNESS WHEREOF, the parties have caused the execution of this Agreement as of the day and year first above-written. HOUSING AND DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By: Name: Its: By: Name: Its: STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2013 by and , the and , respectively, of the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF �OLDEN VALLEY, on behalf thereof. Notary Public 3 STAN KOCH 8� SONS TRUCKING, INC. By: Name: Its: STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of , 2013 by , of STAN KOGH & SONS TRUCKING, INC., on behalf of the corparation. Notary Public 011800/311002/1551394_3 4 EXHIBIT A Description of Sale Propert� All of Lot 1 and that part of Lots 2 and 3, Block 1, NORTH WIRTH BUSINESS CENTER, P.U.D. NO. 100, Hennepin Gounty, Minnesota, lying northeasterly of line described as commencing at the most northerly corner of said Lot 2; thence southwesterly 134.03 feet along the northwesterty line of said Lot 2, being a curve concave to the southeast, having a radius of 3337.00, a central angle of 2 degrees 18 minutes 05 seconds and an assumed chord bearing of South 52 degrees 50 minutes 45 seconds West to a point of tangency in said northwesteriy line of Lot 2; thence South 51 degrees 41 minutes 42 seconds West, along said northeasteriy line of Lot 2 and tangent to said curve, a distance of 12.30 feet to the point of beginning of line to be described; thence South 38 degrees 18 minutes 18 seconds East, a distance of 158.35 feet; thence South 64 degrees 04 minutes 09 seconds East a distance of 30.00 feet to the southeasterly line of said Lot 2 and there Terminating. � \ , ,� �:: � ; �j�y C) \ tj - � ^X� C� �-- ��'� '"' = ���R , a� .-^.. �1 q . .., 0 6 ..� : �� �-.. � �s c..� CK. "., a� �' " '`.',' ..', � `u T` A . . �g[ . . F.' $ :. N ��,'�,^ . -..� ') . .. �.._ _.. ��- . J � � >y 2 .�. . _ _ .i. .� � .1 ..* .... '4 ro _ ti7 �-� - T 1' ' � // ` ""�..� �n �'l.• \ T�.> �����a� \ y'V F ,�s � . r�? P--.� .-�� 6;�,. .� �� .z'2s �.3� 'uy�� �... ��:..:,... .. m . Aoi� � I6 ,, ���w.. � r. � � ��,_�. � �w � a -"_._�.� . '1 � ?1N�W �'�>°�) `%`'�� .._.,___...__.___"-� � .... ' �p. ..���� �a.�� � � � -- �3 __ . i "� „�, ._ '�. ^'^„_ � � NI. , ,�l - _ . __ _ .. . _4 �\ .. ...__..._.�._......_... ``' ��;=`�o• �,��'��o, / � _,; C.� � ��`'��, � '`� ����g� _.. !�� � ��`s�a�.�� `�>,'� �� � (y� .'s�i � rjJ9 \A�Q � �+'y�:�y \ - �`<:). 1_ i; a g �1'}0 9�y y>i�'" C'� �y '6 .? �__� � � � �`��. `;�>_ ` _. _ � .�. <. � �, t--, `• :a, .> . , � � v-T '�, \ ,_� � �_� ;-'• �, -.� - - � `<>. , � _ . .: ,� u � �x � ��J .� q, ,�, � t,, _... � -_� `,_ `,. — \� ,k_ _ � ` C.�=f ,) ��l,l Cl ? '� c�:, _ � n;f � �''=s r sr � � � - s��u \ '��v � � � �� ��f .� ��, b rt� V �t -tT ; � �s� " ��; � / - N���rn�L��r�.� �� uiN� `'3'M ' B N� �� �� � �r � a � ` E s .n`� �.ok�' �o .. Y5 . � _�� �. .:. �`7`�.... .`, ' & °� ' G� � `� ' � -�, n 7 A` � _ � ��-'� � ..°a. L.'i �' � F',� .�i ../096 .7„lJ.,�i./N.. °�k d y h G^ 3' �r'i, _ °, ..-o ��; * �.� °. � -" �� e.^ y . , � R • �" � "g f a °, :: -_..--•c.__._._--�rr►. Y 8` � 3 Y p� ��c �9 .� \ ,� k � 5 e'.�; �5.�- � a .,m i�' ,.��J:i e:��7�.,'��y R���S?N�'�:. �- <� f' ¢ A-1 a 3f o�°z a� ����� EXHIBIT B o � ;; F ;YZZ �� I��li Zm M(F; ���aa a� (/�y,} Construction Plans �= V�€F�� YFUa.w oc� i' aw �;e[i 0 $ A � Z�a.di_�- F W � � � � � C?i � � � �s � `"� �� ��, \ \ � �. s � � � �° . \ �b\ � ',� \ • e � \ ' � � a � \ ' \ � 5 , � �� �. 3 , � , ,� �� �,� � 1� �� 1 \ �� � / 1 . � \� / / e\ � �'� � — — � � .. � ` — . � � ���'` \U U � � � .� ., ,, o � l � � ���� � �,,, n v � U � ���� � � �'" � i �''�,, � ` �� �m . ° ° i � \ , ',,��l � \ ° � � I �\ \ � n �I \�l��r r o o � C:.F I �\ c ,,� � I �L� I � � � � . `'� �`, I ���� I � \ \ `,�,,� , , •. o � � I > �'��y � h !,, I y � ��:g ` _.. �s� � � ` �`/�.,,°^t��' ., y � .�°,} I a�` s \\ \�\\ ��`� � � W�. � � _ \ � �, I J \ ' \ °d Y • � ��W`` � � � ��, ���i a�� � \ � ��-� i . � ,� \ � � e�� s � � � � � � � � � � _ _ � � � € B-1 � \, ��'' �` m � u�� C N� C �nrn � ~ °' � 3N=� ° "b� �c � � t a� N"J O o� � p v�cv �Q ` � y N C C O � O U ; p� i� �o� U 1� C Q �I Q � r 2 O O� C O O � I 1A E�� C � �� � 7 � � N N � C E a° N.N � I p «IN N '� •m � � 7 � c � O C O� X O U N N � ;� � � � N C O n0 I �n y y o o E�� � �_F � 7 � N IJ �3 � � w o o N E o� ao� o� L i � C;� � H- � o a� w� �y a a�tn' c� �c w m rn R O c C N �'� � o � . �•- o � Z p �?'_ C O C � T L�� p � �� � �'1 U �� L O 4 3�� aV+ T O p � U I \ J T �r �oy�ir � EJ a� U J �cn V � � � � ° '0 3 0 0':�' o a°� rv N c O � Id �•�~i � W N dU O 3U��n+� v� .. j y� O Z � W Z v_w >, r i� �� � W r. O J � � w O � � � (V I w � T� � d' I C � / `� � � " v� i= �C O � \ - E�Oin ,n .� T O � O I N �� / U� E� .' � 'Y .,1 �yo Io a� ° � � w I� � ya... N a� Z I � / L ay� o N m I 0 0 �L1 N H " W L` W W _ � � �K. C�, �'E _� ) o' � °o z �� � — ct ��• �+ ` � �m <� i4 �`' =s Y a Q �� 1 � � c � � ` o � � m � ���, ;� � � �� . ; g ` t, �. � \� / / ----- , ' "� ' '; e�� ,,� � - ; .. �, .� ` i \:�-�---.._.... . o .�r �;.. o .0 "-,--_ . : Y U tll �Py y`�� � 3, ' ., a . O Oi � .,.�"-�... 'a,� � � �- _ N � U <<�',, ���� O a O C � .....; �...,, , � �'t ! a�+ = J �� '� �) � . . ' C N J C ,��� � �,� : � o �, Y f �` - '� �,,�'� U U o � �> > ". g; �"*.",�,...�,� � '� � y J w ~ `\•.?aN�O� �:y, A � �. w � O 0 �, O O O N � � � ` �� � � LL � r.�+ C � O � � a L � .. ♦�" . �, � --t � U 7 J O 7 � J 7 J a p N �� °,��S �'k. � �p � � Z � X � E a � � � � Y .r `r> ;:�-,�� � Q Z W Y Y � Y N N Y �[ O � � g � .� u` r ..,:':� . � � 3 � o o - o O N O O � � s �ypyi,. �j *•.. . � N � Q � m m � m � � m m � � � 4 ,4 � u.� 33� ��,. 'b Q �y.''A 4' � Z �Jr �` �a; � �p.� i J � ""'..-�� "k'' �r'��' j o M � O� N M � 1n c0 O _N ' ��.�.. . v,� - _ � � d � � � � �17 � � �A t� •t � w O O O O O O O O O O O O °-� F- I I I I I I I I I I I I ��t�p���' � � M M M M M M r7 M M M �� � Q I I I I I I i I I I I I _ � � d� d' �t � � � � � d' �� \ � N N N N N N N N N N N N r I I I I I I I I I I I I � � � n = o rn rn rn rn rn rn rn rn rn rn rn rn N Z N N N N N N N N N N N N � O O O O O O O O O O O O � p I I I I I I I I I I I I � � 10 W rn rn rn rn rn rn rn rn rn rn rn rn „ � a � � " a 0 �