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HomeMy WebLinkAbout12172 RESOLUTION NO. 12172 A RESOLUTION APPROVING A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND THE URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO RELATING TO LOTS 24 TO 41, BLOCK 12, SUNNYSIDE, LOTS 24 TO 35, BLOCK 5 SUNNYSIDE AND THE SOUTHERLY 1.17 ACRES OF THE PUEBLO FIRE STATION NO 4 SUBDIVISION, AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Contract To Buy and Sell Real Estate dated June 13, 2011 between Pueblo, a Municipal Corporation and The Urban Renewal Authority of Pueblo, Colorado and the Special Warranty Deed relating to Lots 24 to 41, Block 12, Sunnyside and Lots 24 to 35, Block 5 Sunnyside, Pueblo County, Colorado, copies of which are attached hereto, having been approved as to form by the City Attorney, are hereby approved. SECTION 2. The President of the City Council is authorized to execute and deliver the Contract and Special Warranty Deed in the name of the City and the City Clerk is authorized and directed to affix the seal of the City thereto and attest same. INTRODUCED June 13, 2011 BY: Judy Weaver COUNCILPERSON Background Paper for Proposed RESOLUTION DATE:AGENDA ITEM # M-7 June 13, 2011 DEPARTMENT: Law Department Thomas J. Florczak, City Attorney TITLE A RESOLUTION APPROVING A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND THE URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO RELATING TO LOTS 24 TO 41, BLOCK 12, SUNNYSIDE, LOTS 24 TO 35, BLOCK 5 SUNNYSIDE AND THE SOUTHERLY 1.17 ACRES OF THE PUEBLO FIRE STATION NO 4 SUBDIVISION, AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME ISSUE Should City Council approve the sale of Lots 24 to 41, Block 12, Sunnyside, Lots 24 to 35, Block 5 Sunnyside and the southerly 1.17 Acres of the Pueblo Fire Station No 4 Subdivision to the Urban Renewal Authority? RECOMMENDATION Approve the sale. BACKGROUND Lots 24 to 41, Block 12, Sunnyside, Lots 24 to 35, Block 5 Sunnyside and the southerly 1.17 acres of the Pueblo Fire Station No 4 Subdivision, (“Property”) is proposed to be sold to the Urban Renewal Authority for a purchase price of $240,000. The purchase price when paid will be deposited in Capital Project No. PB0603 – Minnequa Fire Station (Fire Station No. 4) to be used for the construction of Minnequa Fire Station Project. The Sunnyside parcels are identified in the Lake Minnequa Master Plan as future private development sites. The 1.17 acre portion of the Pueblo Fire Station No 4 subdivision is identified for redevelopment through the Urban Renewal Authority of Pueblo related to the Lake Avenue Redevelopment Project. The Sunnyside parcels will be conveyed within 45 days following the approval of the purchase agreement and the Fire Station parcel will be conveyed within 45 days following the approval of a re-subdivision of the Pueblo Fire Station No 4 subdivision which will create the parcel. The purchase price will be paid by the Urban Renewal Authority in cash or certified funds at closing on the Sunnyside parcels. FINANCIAL IMPACT Funds in the amount of $240,000.00 will be deposited into capital project PB0603 – Minnequa Fire Station. A subsequent ordinance budgeting and appropriating the additional $240,000 to the PB0603 Minnequa Fire Station project will be submitted for City Council action. CONTRACT TO BUY AND SELL REAL ESTATE THIS CONTRACT ( "Contract ") entered into as of June 13, 2011 between City of Pueblo, a Municipal Corporation (the "Seller ") and the Urban Renewal Authority of Pueblo, Colorado, a body corporate and politic of the State of Colorado (the "Buyer "), WITNESSETH Recitals A. Seller is the owner of certain land located in Pueblo County Colorado B Buyer is desirous of purchasing the land from Seller C Seller is willing to sell the land to Buyer upon the terms and conditions hereinafter set forth. Agreement NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants contained herein, Seller and Buyer agree as follows 1 Property Seller agrees to sell and Buyer agrees to purchase, on the terms and conditions set forth in this Contract, the unimproved land located in Pueblo County, Colorado legally described as (a) Lots 24 to 41, Block 12, Sunnyside including vacated portion of adjacent alley; and (b) Lots 24 to 35, Block 5, Sunnyside including vacated portion of adjacent alley; and (c) The southerly 1 17 acres, more or less, of the Pueblo Fire Station No 4 subdivision (as depicted on attached Exhibit 1) The properties legally described in (a) and (b) above may be referred to herein collectively as the " Sunnyside Parcels" The property described in (c) above may be referred to as the "Fire Station Parcel" The Sunnyside Parcels and the Fire Station Parcel together constitute the "Property" 2 Purchase Price and Terms The purchase price of the Property shall be $240,000 00 and shall be paid in good funds at the time of the first closing in accordance with the payment terms set forth in Schedule "A" 3 Evidence of Title Buyer shall at its expense obtain title insurance and satisfy itself as to the condition of title to the Property If Buyer is not satisfied with the condition of title, Buyer may terminate this Contract by written notice given to Seller within thirty (30) days from date hereof. f 4 Inspection. Buyer, or any designee, shall have the right to have inspection of the physical condition of the Property at Buyer's expense Buyer is responsible for and shall pay for any damage which occurs to the Property as a result of such inspection. If Buyer is not satisfied with the physical condition of the Property, Buyer may terminate this Contract by written notice given to Seller within thirty (30) days from date hereof 5 Date of Closings. Closings shall take place as set forth in Schedule "A" 6 Transfer of Title. Subject to payment of the Purchase Price, and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver to Buyer the Special Warranty Deed, in substantially the form attached hereto, conveying title to the Sunnyside Parcels to Buyer subject to the restrictions, reservations, covenants, easements, and conditions contained in the Special Warranty Deed. Subject to the provisions set forth in Schedule A" and compliance by Buyer with the other terms and provisions hereof, Seller shall subsequently execute and deliver to Buyer a second Special Warranty Deed conveying title to the Fire Station Parcel. 7 Condition of the Property Buyer warrants, agrees and acknowledges that. (a) Other than the warranty of title contained in the Special Warranty Deed, Seller has not made and hereby disclaims any warranty or representation, express or implied, with respect to the Property or any aspect, portion or component of the Property, including, but not limited to (i) the condition, nature, quantity, or quality of the Property, including, but not limited to, the quality of soils on or under the Property; (ii) the fitness of the Property for any particular use, (111) the presence or suspected presence of hazardous materials on, in, under or about the Property; (iv) the financial benefits, income, expenses, profits or losses to be achieved, derived or incurred as a result of the ownership, operation, leasing, renovating, or management of the Property; or (v) compliance with existing or proposed governmental laws or regulations applicable to the Property, or the further development or changing use thereof, including environmental laws and laws or regulations relating to zoning, land use, subdivision or buildings, or the existence of any approvals or authorizations of any kind or nature of or from any governmental authority (b) In entering into this Contract, Buyer has not relied on any representation, statement, or warranty of Seller, other than the warranty of title contained in the Special Warranty Deed, or anyone acting for or on behalf of Seller, and all matters concerning the Property have been or will be independently verified by Buyer If Buyer purchases the Property, Buyer agrees that it shall have relied entirely on its own investigation, examination and inspection of the Property and all matters pertaining thereto, Buyer is purchasing the Property "AS IS, WHERE IS" "WITH ALL ITS FAULTS" in its condition on the Closing Date 8 Closing Costs, Documents and Services. Buyer and Seller shall sign and complete all customary or required documents at or before Closings. Fees for real estate closing services, if any, shall be paid at Closings by Buyer —2— v4 9 Prorations. General taxes for the year of Closing, if any, based on the taxes for the calendar year immediately preceding Closing, assessments, water, sewer, utility charges and other usual and customary items shall be prorated to date of Closing. 10 Possession. Possession of the Property shall be delivered "AS IS, WHERE IS, WITH ALL ITS FAULTS" to Buyer by Seller on Closing Date 11 Time of Essence /Remedies. Time is of the essence hereof If any obligation is not performed there shall be the following remedies (a) If Buyer is in Default: Seller shall have the right to specific performance but not to damages. (b) If Seller is in Default. Buyer shall have the right to specific performance but not to damages. (c) Costs and Expenses Anything to the contrary herein notwithstanding, in the event of litigation arising out of this Contract, the court shall award to the prevailing party all reasonable costs and expenses, including attorney fees. Venue and jurisdiction for any such litigation shall exclusively be in the Colorado District Court for Pueblo County, Colorado 12 Representations and Warranties of Seller The Seller represents and warrants to Buyer as follows (a) Seller has full power, capacity and authority to execute and deliver this Contract and all other documents required to be executed and delivered by Seller under this Contract and to perform its obligations hereunder (b) This Contract has been duly authorized, executed and delivered by Seller and constitutes the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with its terms. 13 Representations and Warranties of Buyer Buyer represents, warrants and covenants as follows (a) Buyer has full power, capacity and authority to execute and deliver this Contract and all other documents required to be executed and delivered by Buyer under this Contract and to perform its obligations hereunder (b) This Contract has been duly authorized, executed and delivered by Buyer and constitutes the legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with its terms. 14 Notices. Any notice required or permitted to be given or delivered under this —3— L. Contract shall be in wrrtmg and shall be given. (a) If to Seller, by personal delivery, or by the United States Postal Service, by registered or certified mail, postage prepaid, addressed to City Manager City of Pueblo 1 City Hall Place Pueblo, Colorado 81003 (b) If to Buyer, by personal delivery, or by the United States Postal Service, by registered or certified mail, postage prepaid, addressed to Urban Renewal Authority of Pueblo, Colorado 126 N Mechanic Street Pueblo, Colorado 81003 Attention. John Batey , or to such other address or person as any party may from time to time specify in a writing delivered to the other party in the manner provided in this paragraph. Notices given hereunder shall be deemed given, in the case of personal delivery, on the date delivered, in the case of delivery by mail, on the second business day after delivery to the United States Postal Service 15 Assignment. This Contract shall not be assignable by Buyer without Seller's City Council's prior written consent which may be arbitrarily withheld. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. 16 Modification. No subsequent modification of any of the terms of this Contract shall be valid or binding upon the parties or enforceable unless made in writing and signed by the parties. 17 Entire Contract. This Contract constitutes the entire contract and agreement between the parties relating to the subject matter hereof, and any prior statements, representations or agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract. 18 Captions. The captions in this Contract are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Contract or any of the provisions hereof. 19 Validity If any provision of this Contract shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Contract. 20 Applicable Law This Contract will be construed and enforced in accordance with the —4— laws of the State of Colorado (without giving effect to its choice of law principles) 21 Interpretation. Whenever the context so requires, the singular number shall include the plural and the plural the singular, and the use of any gender shall include all genders. 22 Survival of Representation. Except for the representations of Seller contained in paragraph 12 which shall survive the Closing of the transaction contemplated hereby, no other representations or warranties of Seller, if any, in this Contract shall survive the Closing of the transaction contemplated hereby The representations, warranties, covenants and agreements of Buyer in this Contract are and shall be construed to be covenants running with the Property, shall survive the Closing of the transaction contemplated hereby, may be enforced by Seller after Closing Date, and shall not be merged or be deemed to be merged into the Special Warranty Deed. 23 Counterparts. This Contract may be executed in one or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one agreement. 24 Third Parties. Buyer and Seller are the only parties to this Contract and are the only parties entitled to enforce this Contract. Nothing contained in this Contract nor any provision hereof is intended to give or shall be construed to give or confer, directly or indirectly, or otherwise, upon any third party any right, remedy or benefit hereunder IN WITNESS WHEREOF, the parties have signed this Contract as of the day and year first above written. SELLER. BUYER. PUEBLO, A MUNICIPAL CORPORATION URBAN RENEWAL AUTHORITY OF ` PUEBL O COLORADO By President ofthe ncil B I Na ► e L - s LLo Attest. ' tle CHetVg aiAr? City erk 2( Approved as to form Attest: 411, • 9 Name _ - _ � • Title 111 r e_c a�- City AttorneKj —5— 1 � x • 4 W ' a , 1 .�, $ t: fi ' • , F . 4. r ...," 441.0 • •! A SS • a •, if SA sl 4. it • 400, . , 11. " • 1 Schedule A 1 The Closing for the Sunnyside Parcels ( "Closing No 1") shall take place within forty -five (45) days after the date of this Contract contemporaneously with Buyer's receipt of the Special Warranty Deeds described in paragraph 6 hereof. The date, hour and place of Closing No 1 for the Sunnyside Parcels shall be as designated by Seller At Closing No 1, Buyer shall pay the full purchase price of $240,000 for the Property as defined and described in paragraph 1 hereof. 2 The Parties acknowledge that the Fire Station Parcel must be created as a conveyable parcel by re- subdivision of the Pueblo Fire Station No 4 Subdivision. After execution of this Contract by both Parties, Seller will proceed to prepare a subdivision application and seek re- subdivision to create the Fire Station Parcel The Closing for the Fire Station parcel ( "Closing No 2 ") shall be scheduled forty -five (45) days after Seller has received final subdivision approval from the City of Pueblo which creates the Fire Station Parcel and would permit its lawful conveyance The date, hour and place of Closing No 2 for the Fire Station Parcel shall be as designated by Seller 3 Buyer acknowledges that at the time of signing this Agreement Seller has not yet received all approvals for the subdivision of the Fire Station Parcel property If for any reason Seller is unable to obtain final subdivision approval for the Fire Station Parcel by September 30, 2012, Seller shall promptly notify Buyer of that fact and may, at Seller's option extend said date to a date on which Seller believes the approval will be obtained. If (1) Seller does not elect to extend such date when subdivision approval will be obtained or (2) Seller elects to extend such date but the subdivision approval cannot be obtained by June 1, 2013 the Parties will meet in good faith to select an alternate parcel of similar value for Seller to convey to Buyer instead of the Fire Station Parcel. For purpose of this Contract, the Fire Station Parcel is agreed to have a value of $190,000 In the event the Parties are unable to reach agreement on a substitute parcel, the Seller shall refund the agreed value to Buyer without interest. 4 During the process of Seller's developing the subdivision, certain changes may occur, including• the creation of certain easements on the lot or on any other lot to accommodate drainage requirements, landscaping, and installations for utility services for the subdivision and other changes in Seller's sole discretion to comply with the Pueblo Municipal Code which may not be foreseen at this time Such changes shall not affect the price of the Property and shall not be grounds for Buyer to terminate this Agreement. —6— SPECIAL WARRANTY DEED PUEBLO, a municipal corporation (Grantor), whose street address is No 1 City Hall Place, Pueblo, Colorado, 81003, City of Pueblo, County of Pueblo and State of Colorado for the consideration of Two Hundred and Forty Thousand Dollars ($240,000 00), in hand paid, hereby sells and conveys to the URBAN RENEWAL AUTHORITY OF PUEBLO COLORADO, a body corporate and politic of the State of Colorado (Grantee), whose street address is 126 North Mechanic Street, Pueblo, Colorado 81003, City of Pueblo, County of Pueblo and State of Colorado, the following real property. LOTS 24 to 41, BLOCK 12, SUNNYSIDE, and LOTS 24 to 35, BLOCK 5, SUNNYSIDE, and the vacated portions of alley adjacent thereto, County of Pueblo, State of Colorado, with all its appurtenances and warrants the title against all persons claiming under Grantor, subject to the exceptions contained in Schedule B -2 of ALTA Commitment No , from Land Title Guarantee Company, attached to and made a part of this Special Warranty Deed. Signed this day of , 2011 PUEBLO, A MUNICIPAL CORPORATION ATTEST By President of the City Council City Clerk State of Colorado ) ) ss. County of Pueblo ) The foregoing special warranty deed was acknowledged before me this day of , 2011, by , as President of the City Council of Pueblo, a municipal corporation. Witness my hand and official seal. My commission expires Notary Public ADDENDUM NO 1 TO CONTRACT TO BUY AND SELL REAL ESTATE THIS ADDENDUM NO 1 ( "Addendum ") is an amendment to that certain Contract to Buy and Sell Real Estate dated June 13, 2011 between the City of Pueblo, a Municipal Corporation (the "Seller") and the Urban Renewal Authority of Pueblo, Colorado (the "Buyer ") This Addendum is made and entered into this Srd day of November, 2011 by and between the same parties referenced above Recitals A. The parties to this Addendum are parties to that certain Contract to Buy and Sell Real Estate dated June 13, 2011 (the "Contract ") B The Parties have proceeded with diligence in attempting to bring the purchase to closing The title information has revealed the need to revise the legal description of the Property The Buyer has inspected the Property and Buyer is satisfied with the physical condition of the Property C Buyer has requested and Seller has agreed that the original dates in the Contract, even though the same have expired, be extended in order to allow it to proceed to closing on the Contract. Seller is agreeable to a reasonable extension of the time periods referred D The City Manager of Seller is authorized to execute this Addendum pursuant to Section 1 -5 -2 (2) f, Pueblo Municipal Code as a minor amendment to a contract. Agreement NOW, THEREFORE, in consideration of the foregoing Recitals and in further consideration of the mutual covenants, terms and conditions contained in the Contract, and in further consideration of the mutual covenants contained herein, Seller and Buyer agree as follows 1 Revision of Legal Description The legal description in Paragraphs 1(a) and 1(b) are amended to read as follows (a) Lots 24 through 41, inclusive, Block 12, Sunnyside, together with the North 1 /2 of Alley adjacent to Lots 26, 27, and 35 to 41 inclusive, Block 12, vacated by Resolution recorded April 22, 1974 in Book 1779 at Page 395, County of Pueblo, State of Colorado (b) Lots 24 through 35, inclusive Block 5, Sunnyside, together with the North '/2 of alley adjacent thereto, vacated by Ordinance #4947 recorded March 2, 1982 in Book 2107 at Page 377, County of Pueblo, State of Colorado 2 Extension of Time to Give Notice The time period set forth in Section 3 Evidence of Title, of the Contract is hereby extended for an additional twenty (20) days from the date of the execution of this Addendum 00000232 000(4) 3 Amended Date of Closing The parties agree that closing on the Sunnyside Parcels referred to in Section 1 of Schedule A shall take place on or before December 31, 2011 The date of closing and the hour and place of closing shall be designated by Seller 4 Transfer of Title The form of Special Warranty Deed shall be in substantially the form attached hereto In addition, at Closing, Seller shall by Bargain and Sale Deed, convey its right, title and interest, if any, in the following real property to Buyer The North '/2 of the alley adjacent to Lots 24, 25, 28 to 32 inclusive, 33 and 34, Block 12, Sunnyside, vacated by Resolution recorded April 22, 1974 in Book 1779 at Page 395, County of Pueblo, State of Colorado Following closing, Seller will commence a quiet title action concerning the property conveyed by Bargain and Sale Deed in the name of the Seller and Buyer and use reasonable good faith efforts to obtain a decree quieting title to said property in the Buyer; provided, however, that Seller does not hereby represent or warrant title to said property or that such a decree will in fact be obtained 5 Waiver Each of the parties hereto agrees to waive any objection they may otherwise have to this Addendum on the grounds that the Contract has, according to its terms, expired 6 Extension The parties hereto agree to extend the Contract in accordance with the time periods set forth in Sections 2 and 3 of this Addendum In all other respects the parties hereby reaffirm and restate the terms and conditions of the Contract to Buy and Sell Real Estate between the parties dated June 13, 2011 Buyer, in particular, represents and warrants that it has inspected the subject Property and that it is satisfied with the physical condition of the Property and Buyer waives any right to terminate the Contract on the grounds of the condition of the Property In all other respects all of the terms and conditions of the Contract are hereby restated and reaffirmed and shall continue to be binding upon the parties and their respective successors and assigns. IN WITNESS WHEREOF, the parties have signed this Addendum as of the day and year first above written SELLER. BUYER. PUEBL• URBAN RENEWAL AUTHORITY A ► = ' ORATION OF PUEBLO, COLORADO i ff P By Jerry _ 'a heco, City Manager ame - A Attest: - ��.1L_ City Jerk e2 Approved as to form Attest:� Name til_ '7 Title ,rcy.- City Attorney 00000232 000 (4) SPECIAL WARRANTY DEED PUEBLO, a Municipal Corporation (Grantor), whose street address is 200 S. Main Street, Pueblo, Colorado, 81003, City of Pueblo, County of Pueblo and State of Colorado for the consideration of Two Hundred and Forty Thousand Dollars ($240,000.00), in hand paid, hereby sells and conveys to the URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO, a body corporate and politic of the State of Colorado (Grantee), whose street address is 126 North Mechanic Street, Pueblo, Colorado 81003, City of Pueblo, County of Pueblo and State of Colorado, the following real property. LOTS 24 to 41, inclusive, BLOCK 12, SUNNYSIDE, together with the North %z of alley adjacent to LOTS 26, 27 and 35 to 41 inclusive, BLOCK 12, vacated by Resolution recorded April 22, 1974 in Book 1779 at Page 395, County of Pueblo, State of Colorado LOTS 24 through 35, inclusive BLOCK 5, SUNNYSIDE, together with the North '/ of alley adjacent thereto, vacated by Ordinance #4947 recorded March 2, 1982 in Book 2107 at Page 377, County of Pueblo, State of Colorado. with all its appurtenances and warrants the title against all persons claiming under Grantor, subject to the reservations and easements of record and the exceptions contained in Schedule B -2 of ALTA Commitment No. P1335027599, from Land Title Guarantee Company, attached to and made a part of this Special Warranty Deed. Signed this 28 day of November, 2011 PUEBLO, A MUNICIPAL CORPORATION q ((,,‘ By —A Milt ..._ .' .► �, �. �,; Presi, - nt of e ty Council City � �;'� ' : `'"L • ., ...:".,�:, CY State of Colorado ) ss. County of Pueblo ) ,� The foregoing Special Warranty Deed was acknowledged before me this a 9*! day of 1 DV e 1 latex , 2011, by Ray Aguilera, as President of the City Council of Pueblo, a Municipal Corporation. Witness my hand and official seal. „' Nkopmmission expires 3-1- r , .5 ai-ttuA $17,4e- I, y Public BARGAIN AND SALE DEED PUEBLO, a Municipal Corporation, whose address is 200 S Main Street, Pueblo, Colorado, for the consideration of Ten Dollars ($10.00) in hand paid, hereby sells and conveys to the Urban Renewal Authority of Pueblo, Colorado, whose address is 126 North Mechanic Street, Pueblo, Colorado, 81003, the following real property in the County of Pueblo, and State of Colorado, to wit: The North 1/2 of the alley adjacent to Lots 24, 25, 28 to 32 inclusive, 33 and 34, Block 12, Sunnyside, vacated by Resolution recorded April 22, 1974 in Book 1779 at Page 395, County of Pueblo, State of Colorado with all its appurtenances. Signed this 28` day of November, 2011 PUEBLO, A MUNICIPAL CORPORATION ATTEST„ ; s : 0 A�� tO " C k e'c4 By CM / ,' , ( ' �.` r � , ! res ent of the City Council • City 'irk I ' .� State..ti e` 1 r `i) ) ss. County of Pueblo ) � The foregoing instrument was acknowledged before me this .2 &f G� day of 1 1 o v e..in br , 2011, by Ray Aguilera, as President of the City Council of Pueblo, a Municipal Corporation. Witness my hand and official seal. My commission expires 3 - 7 - a o /. ' 7'f 4, ".. JCL WICLLi N s y Pubic �,� 0' 4 is i (' +,''' ,. .. us r Li L'".! i'