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HomeMy WebLinkAbout1981-001San Bernardino 60, 00'9-22-1 RESOLUTION NO. RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO FINDING THAT AN APPLICATION FOR INDUSTRIAL DEVELOPMENT BOND FINANCING HAS BEEN SUBMITTED PURSUANT TO THE PROVISIONS OF ORDINANCE NO. 3815 OF THE CITY FOR A CERTAIN PROJECT, FINDING THAT SAID APPLICATION COMPLIES WITH THE PRO- VISIONS AND REQUIREMENTS OF SAID ORDINANCE NO. 3815; APPROVING SAID APPLICATION AND THE PROJECT TO WHICH IT REFERS; DIRECTING THE PREPARATION OF A PROJECT AGREEMENT, A RESOLUTION OF ISSUANCE AND SUCH OTHER LEGAL DOCUMENTS AS MAY BE NECESSARY TO CARRY OUT SAID PROJECT AND PROVIDE FOR THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS THEREFOR; AND MAKING CERTAIN OTHER FINDINGS AND DETERMINATIONS IN CONNECTION THEREWITH WHEREAS, the City of San Bernardino ("City" herein), is a "home rule city" duly organized and existing under and pursuant to a Charter adopted under the provisions of the Constitution of the State of California; and WHEREAS, pursuant to its home rule powers, the City duly and regularly enacted Ordinance No. 3815 ("Ordinance" herein) to finance various types of projects, as defined in the Ordinance, and to issue its special revenue bonds for the purpose of paying the cost of financing such projects, and has amended the same from time to time; and WHEREAS, said Ordinance No. 3815, as amended, is intended to finance the development of industry and commerce #141 (ab) 12/22/80 San Bernardino 60,009-22-1 and to thereby broaden the employment opportunities for residents of the City and its tax and revenue base; and WHEREAS, there has been presented to this Mayor and Common Council an Application by Roger R. Janke, Samandy Products, Inc. (the "Applicant"), requesting the issuance of industrial development bonds in the principal amount of not to exceed $5,000,000 for the purpose of financing, on behalf of the Applicant, a certain Project, to wit: buildings on certain sites located on Cooley Avenue approximately 3,000 yards west of Tippecanoe Avenue, in the City of San Bernardino, including the land and all off -site and on -site improvements necessary therefor and for the providing of parking spaces for the use and convenience of the tenants and visitors to said Project (the "Project"; said Project to be accomplished in phases which may require one or more separate financings. NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: Section 1. That the recitals set forth hereinabove are true and correct in all respects. -2- #141 (ab) 12/22/80 San Bernardino 60,009-22-1 Section 2. The City of San Bernardino, California, is a municipal corporation duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Constitution and laws of the State of California, and the City Charter of the City, and the powers of the City include the power to issue bonds for any of its corporate purposes. Section 3. Pursuant to the Charter of the City and Ordinance No. 3815, as amended, of the City, the City is legally authorized to issue special revenue bonds for the permanent financing as described in the recitals hereof. Section 4. This body constitutes the governing body of the City and is legally authorized to provide for the issuance of such special revenue bonds by the City. Section 5. The Project referred to in the recitals hereof constitutes a project which may be financed by the issuance of such special revenue bonds by the City and located within the jurisdiction of the City. Section 6. The Application referred to in the recitals hereof complies with the provisions and requirements of said Ordinance No. 3815, as amended, and the Project involved -3- #141 (ab) 12/22/80 San Bernardino 60,009-22-1 in such application is hereby approved and the provisions of Subsection (d) of Section 10 and Subsection (a) of —Section 11 of said Ordinance No. 3815 shall not apply. Section 7. The City hereby declares its inten- tion to exercise the authority referred to in Section 3 hereof by issuing bonds of the City in such amounts as will be adequate to implement the City financing of the Project. Section 8. The bonds shall be payable from the revenues described in said Ordinance No. 3815, as amended. Section 9. The bonds shall be and are special obligations of the City, and, subject to the right of the City to apply moneys as provided in the applicable laws, are secured by such revenues as are specified in the pro- ceedings for the issuance of such bonds and funds and accounts to be held by the trustee or fiscal agent, and are payable as to principal, redemption price, if any, and interest from the revenues of the City as therein des- cribed. The bonds are not a debt of the City, the State of California or any of its political subdivisions, and neither the City, the State, nor any of its political subdivisions is liable thereon, nor in any event shall the bonds by payable out of any funds or properties other than -4- #141 ab 12/22/80 San Bernardino 60,069-22-1 all or any part of the revenues, mortgage loans, and funds and accounts as in this Resolution set forth. The bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the persons serving as the Mayor and Common Council nor any persons executing the bonds shall be liable per- sonally on the bonds or subject to any personal liability or accountability by reason of the issuance thereof. Section 10. The details of such bonds, including the establishing of the aggregate face amount of such obligations, shall be authorized by indenture, resolution or resolutions of the City at a meeting or meetings to be held for such purpose. The City Staff, Bond Counsel, Underwriters, the Applicants and the agents and represen- tatives of same are hereby authorized and directed to prepare or cause to be prepared the necessary legal docu- ments, including the Project Agreements, Resolutions of Issuance, and such other documents as may be necessary to effect said.Project and the issuance of industrial de- velopment revenue bonds therefor and to present same to said Mayor and Common Council. The Mayor of the City is hereby authorized and directed to coordinate the efforts of all concerned relating to the issuance and sale of the -5- #141 (ab) 12/22/80 San Bernardino 60,009-22-1 bonds, and the City staff, consultants, legal counsel to the City and Bond Counsel are hereby directed to take such steps as shall be appropriate to implement such sale and delivery of the bonds including working with persons who may acquire vested rights as the result of such actions. Section 11. This Resolution constitutes a proper exercise of the powers of this Mayor and Common Council and conforms to State and local legal requirements relating to the issuance of such special revenue bonds and other bonds or debt obligations by a charter city in this State. Section 12. It is intended that this Resolution shall constitute such "official action" toward the issuance of the bonds within the meaning of the United States Treasury Regulations, the United States Tax Laws, and any legislation now or hereafter pending in the Congress of the United States which may require official action in order for the bonds to be exempt from Federal income taxation. APPROVED AND ADOPTED this day of 1980. [SEAL] ATTEST: City Clerk of the City of San Bernardino, California Mayor of the City of San Bernardino, California -6- #141(ab)12/22/80 I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 5th day of January, 1981, by the following vote, to -wit: AYES: Councilmen�- NAYS: , It-, Z. ABSENT: City Clerk The foregoing resolution is hereby approved this day of I QQ1 V Approved as to form: City At orney 0 FIRST A14ENDMENT TO APPLICATION FOR REVENUE BOND FINANCING to the CITY OF SAN BERNARDINO BY ROGER R. JANKE (Owner -Developer) SAMANDY PRODUCTS, INC. (User -Purchaser) The Application of Roger R. Janke dated September 5, 1980 is hereby amended to set forth the following changes: PART I GENERAL AND BUSINESS INFORMATION 1.1 Applicant: 1.1.1 Roger R. Janke, a married man 1.1.2 SamAndy Products, Incorporated 1.2 Line of Business: 1.2.1 Acquire, develope, lease & maintain real estate 1.2.2 Packages and distributes, at the wholesale level, dehydrated foods 1.3 Address & Telephone Numbers: 1.3.1 Laison: Kenneth E. Hagen 100 West Valencia Mesa Drive, Suite 210 Fullerton, California 92635 Telephone: (714) 879-7070 1.3.2 Roger R. Janke (Owner -Manager) 1345 Santiago Santa Ana, California 92701 Telephone: (714) 973-1741 1.3.3 SamAndy Products, Incorporated (User -Purchaser) 1770 Chicago Avenue 7263 Envoi Court Riverside, CA 92507 Dallas, Texas 75247 Telephone:(714)684-9003 Telephone:(214)630-6291 _ Kenneth Ross, President John Sauer, Chairman -1- 1.4 Tax I.D. Numbers: 1.4.1 Roger R. Janke - 95-2806670 1.4.2 SamAndy Products, Inc. 95-3064072 _ 1.5 Principal Contact: 1.5.1 Kenneth E. Hagen - Laison 1.5.2 Roger R. Janke - Owner Manager 1.5.3 SamAndy Products, Inc. Kenneth Ross, President 1.6 Phone Numbers: 1.6.1 (714) 879-7070 1.6.2 (714) 973-1741 1.6.3 (714) 684-9003 1.7 Type of Business Organization: 1.7.1 Roger R. Janke is a sole proprietorship 1.7.2 SamAndy Products, Inc. is: 1.7.2.1 California Corporation 1.7.2.2 1971 1.8 Ownership: 1.8.1 Roger R. and Barbara Janke 1.8.2 SamAndy Products, Inc. is privately held 1.9 Names & Locations of Principal Officials: 1.9.1 Roger R. Janke (for address, see 1.3) 1.9.2 John R. Sauer, Chairman & Director, Chief - Financial Officer, and the only shareholder owning over 10% of the stock. Kenneth Ross, President and General Manager Mary Louise Kitts, Secretary -2- 1.10 Neither Roger R. Janke, nor SamAndy Products, Inc. (either directly or through their officers, directors or principal shareholders), are affiliated with any other business located in the County of San Bernardino 1.11 Employment: - -' 1.11.1 Roger R. Janke - + 20 - Santa Ana 1.11.2 SamAndy Products + 23 - Riverside, Beaumont, San Bernardino, Cherry Valley, Corona and Sunnymead 1.12 Experts Services: 1.12.1 Ray Edwards, C.P.A. 17601 East 17th Street Tustin, California 92680 1.12.2 Kenneth E. Hagen, Attorney 100 West Valencia Mesa Dr.,Ste.210 Fullerton, California 92635 1.12.3 Del H. DeRevere, Architects 4631 Teller Avenue, Suite 100 Newport Beach, California 92660 1.12.4 Roy G. Palmer, Consulting Engineer 585 Iowa Street Riverside, California 92507 1.12.5 Hallanson Corporation, General Contractors 585 Iowa Street Riverside, California 92507 1.13 Banking: 1.13.1 (Janke) Bank of America 1821 West Orangethorpe Fullerton, California 92633 George Hughes,'Vice President & Manager 1.13.2 (SamAndy) Bank of America 3650 - 14th Street (P.O.Box 1032 Riverside,CA 92501 Riverside,CA 92502) Gev. Hart, Vice President 1.13.3 Additional Bank references are available upon request =10 PART II BOND ISSUE 2.1 Financing: 2.1.1 $4,441,400.00 (See Exhibit "A" col.3-1 2.1.2 Fees of $96,000.00 included in 2.1..t 2.1.3 $10,550.00 - 2.1.4 $314,750.00 2.1.5 SamAndy Products, Inc. will be acquiring $249,400.00 of specialized equipment to .include those items set forth on attached Exhibit "B" 2.2 Target Date For Financing: 2.2.1 November 21, 1980 2.3 Estimated Times For Financing: 2.3.1 November 21, 1980 - December 31, 1980 2.4 Type of Financing: 2.4.1 Private Placement Banks and insurance companies through private placement PART III FINANCIAL INFORMATION 3.1 Certified Financial Statements will be provided the Banks and Insurance companies 3.2 Both applicants would be considered a small business; no small business loan is involved. PART IV PROJECT INFORMATION 4.1 Purpose: 4.1.1 Janke will develope the site with a road, rail spur and other site improvements to establish six fully improved industrial lots as per attached Exhibit "A". 4.1.2 Janke will construct to SamAndy's specification on Lot 4 (See Exhibit "A") , a 31,500 scruare foot tilt -up painted concrete - one story - ground level industrial building with pre -fabricated steel roof; special wash -down rooms, air-conditioned offices, insulation and sprinklers, and with rail spur and truck docking facilities. The office area may be two story - (See Exhibits E & F) -4- KH:11:05:80 4.1.3 At the completion of the SamAndy building, Janke will convey to SamAndy Lot 4 (including the building) and Lots 5 & 6 including the site improvements. 4.1.4 In tandem with the SamAndy building, Janke will construct for lease on Lot 1, a 15,100 square foot tilt -up - painted concrete - one story - ground level industrial building with. pre-fab steel roof and ground level trucking .'(See Exhibit "C") 4.1.5 Lots 5 & 6 will be developed by SamAndy to meet its expansion needs, or for independent users in. accordance with'the build -out requirements of the Redevelopment Agency. 4.1.6 Lots 2 & 3 will be developed by Janke with 23,475 and 39,600 square foot buildings to match the design of the Lot 1 building and in accordance with the build -out requirements of the Redevelop- ment Agency. (See Exhibit "D") 4.2 Description: 4.2.1 Land - the site consists of 456,471 square feet at a cost of . . . . . . . . . . . . 4.2.2 Buildings - six buildings are planned for the site: one at 15,100 sq.ft. one at 23,475 sq.ft. one at 39,600 sq.ft. one at 31,500 sq.ft. one at 31,850 sq.ft. one at 21,775 sq.ft. $250,000.00 for a total of 163,300 sq.ft. to cost 3,266,000.00 4.2.3 Offsite, street, rail spur and miscellaneous development of .6 acres of offsite area, plus soil testing . . . . . . . . . . . . . 4.2.4 Pre -construction, construction, leasing and professional sees 4.2.5 Government fees of all kinds 4.2.6 Equipment as per Exhibit "C" 492,000.00 88,000.00 96,000.00 249,400.00 Total $4,441,400.00 4.3 Construction Schedule: Site Work - Start January 5, 1981 - Building Construction - Start January 26, 1981 Complete SamAndy Building on Lot 4 - May 30, 1981 Complete Last Building - October, 1981 -5- KH:11:05:80 4.4 Joseph E. Bonadiman & Associates, Inc. 606 E. Mill Street San Bernardino, California 92412 4.5 Site is located on Cooley Avenue, approximately 3000 yards West of Tippecanoe zAvenue, - San Bernardino, California. 4.6 Project site is a new location 4.7 Site is owned by applicant 4.8 Operations: 4.8.1 See Exhibits C, D, E & F 4.8.2 Re: SamAndy Products, Inc., Lot 4. User receives and washes bulk food products; and packages food products in cans, pouches and plastic tubs; maintains storage of packaged dehy- drated foods; ships packaged food products; and maintains office support for the buying, packaging and marketing of dehydrated food products. 4.9 Environmental Items: 4.9.1 None 4.9.2 SamAndy will install a cardboard compactor to recycle cardboard. 4.10 Permits: 4.10.1 SamAndy will be required to obtain Business License; permit for pressure tank used in conjunction with air compressor; permit for propane tank. 4.11 Polution Control: N/A 4.12 Plans: 4.12.1 Basin Plans - Not Applicable 4.12.2 Federal USDA & FDA have regulations applicable to SamAndy operations 4.12.3 The California Department of Health & Safety, and the San Bernardino County Health Department monitor SamAndy's operations. 4.13 By -Products: 4.13.1 Cardboard - see 4.9.2 above. IM PART V PUBLIC BENEFITS 5.1 The benefits that will accrue to the City and its citizens as a result of this project and the use of tax exempt financing, as compared to an alternative conventional method, include the following 5.1.1 The project will provide long-term employment for a section of the locally unemployed. When construction on the project site has been completed and the facility is operational, it .is estimated that there will be approximately 510 jobs directly created and approximately 255 jobs indirectly created. The categories of jobs to be provided are anticipated to include managerial, skilled, semi -skilled and unskilled. The wages to be paid by the enterprises locating in the project for employees in various job categories are anticipated to meet local and regional stand- ards and to sustain a satisfactory level of financial stability. Working conditions in the facility (which will be newly con- structed are anticipated to be constructed in accordance with all applicable federal, state and local laws and regulations) are antici- pated to be satisfactory. 5.1.2 The City's involvement in the planning and development of the project will enable the city to attract the types of businesses most deserved by the city and will permit the city to have a greater amount of input for each of the jobs anticipated to be created by the project. 5.1.3 Additional benefits anticipated to be realized by the reduction of unemployment and under. - employment attributable to the installation of the project and the general economic revitali- zation resulting therefrom include the reduction of public assistance expenditures. The project will be self-supporting, at no unreimbursed cost to the city. 5.1.4 In addition, during the period of construc- tion the project is anticipated to employ an average of 140 construction workers of various trades and skill levels which will reduce unemployment in this sector of the labor market. 5.1.5 The construction of the project is anticipated to add approximately 4.2 million of assessed valuation to the tax rolls of the city. It is anticipated that the project will generate additional sales tax and business license revenues for the city. -7- 5.1.6 The use of the method of financing provided for in Ordinance No. 3815 of the city vis-a- vis the use of a conventional method will permit the applicant to move forward with the financing and construction of the project within an accelerated time frame. As the city is well aware, conventional interest rates are at high levels, are extremely unstable, and many sources of conventional financing are unavailable. The method of financing provided in Ordinance No. 3815 will provide new sources of' -financing to the applicant, at lower, tax-exempt interest rates. , 5.2 The applicant believes that the installation of the Project and the financing thereof pursuant to Ordinance No. 3815 of the City are in conformance with the findings set forth in Section 1 of Ordi- nance No. 3815. In particular: 5.2.1 The Project is anticipated to have a beneficial impact on the unemployment problem in the City without imposing a financial burden or adverse effects on areas outside the boundaries of the City or on transient residents of the State. 5.2.2 The Project will not produce detrimental effects on, conflict with, or otherwise re- strain State efforts to solve problems of legitimate State concern. 5.2.3 The applicant has legitimate, long-term business reasons for building the Project including its long-term profit potential, access to a good labor pool in close prox- imity to the site, and which will not be impacted by gasoline availability and price, and other economic factors (includ- ing the ability of the applicant to profit from the leasing of Project space). These factors are of equal or greater importance than the means employed to finance this Project. However, as described above in Part 5.1, the financing of the Project under the method provided by Ordinance No. 3815 will provide additional financing sources to the applicant at lower tax-exempt rates and will enable the time schedule for installation of the Project to be accelerated. 5.2.4 The Project will provide industrial space for small and new industrial firms wanting to start or continue to do business within the City of San Bernardino. am 5.2.5 The City will only provide a method of finan- cing the Project and will only be paid certain fees to reimburse the City for costs incurred by the City in connection with the financing of the Project. The City will not realize a profit in such a manner as to compete with or rival private firms and the applicant is not - - requesting the City to take any moife action than is necessary to consummate the financing. As described in Part 5.1, certain incidental benefits will, of course, accrue to the City as a result of the installation of the Project. 5.2.6 In Part 5.1, the Applicant has outlined the program by which it is expected that the applicant's activity in the City will increase long-term employment of local residents. 5.2.7 The City will receive a substantial benefit (as described in Part 5.1) from installation of the Project that exceeds any detriment incurred by the City. The Project will be self-supporting, Ordinance No. 3815 and the documents pursuant to which any bonds issued by the City to finance the Project provide or will provide that such bonds are limited obligations of the City to finance the Project, provide or will provide _ that such bonds are limited obligation of the City, payable only from revenues generated by the Project, and that all fees and expenses incurred by the City in connection with the Project will be required to be paid by the applicant. Indirect benefits such as the increase in the property tax base and in- creases in other taxes and user fees are anticipated to exceed any indirect detriments to the City such as increases in costs of police, fire and other municipal services. 5.2.8 The applicant will not take any action that will result in a violation of any applicable State standards relating to sewage disposal. PART VI COMMITMENTS 6.1 The applicant hereby agrees and commits to comply, and/or to assist the City in complying, with all state and federal laws in the issuance of the Bonds, including, without limitation, the making of any required application to a governmental department, for authorization, qualification, or registration of the offer, issuance or sale of the bonds, and any amendments thereto, and any permit or other authorization of such governmental department, prior to the delivery by the City of the bonds. W 6.2 The applicant hereby agrees and commits to cause and/ or to assist the City in causing to be printed any prospectus or other written or printed communication proposed to be published in connection with the issuance, offer the sale of Bonds, prior to the delivery by the City of the Bonds, and, if=deemed necessary by the City, following the delivery of the Bonds. 6.3 The applicant hereby warrants and covenants to pay all expenses in connection with its commitments set forth above and with the.issuance, offer and sale of the Bonds, whether or not they are finally issued, to hold the City harmless from any and all expenses related thereto and to pay items on an ongoing basis so that neither the City, nor its advisors, attorneys, employees and the like will accummulate any claims against the City. 6.4 The applicant agrees that any additional information, agreements and undertakings as the City may require as a result of various conferences and negotiations shall be reproduced in written, printed or other tangible form, shall be supplied in as many copies as the City prescribed and shall be deemed supple- ments or amendments to this Application. PART VII SIGNATURE 7.1 This Application is signed below by the applicants as shown in Part 1.1 who, by their signatures below represent and certify that this Application, to the best of their knowledge or belief, contains no false or incorrect information or data, and this Application, including exhibits and attachments, is truly descriptive of the Project, and the Applicant is familiar with Ordinance No. 3815. PART VIII FEE SCHEDULE 8.1 The Applicant agrees that, for the Project to be considered for eligibility, a non-refundable appli- cation fee of $50.00 has been paid to the City when the basic documents were received. With the submittal of this application form, there is enclosed $500.00 payable to the City. If this Application is accepted, Applicant agrees that it will pay the City an addi- tional fee of $10,000.00 for administrative costs. Applicant agrees that its committments in Part IV above are in addition to these fixed amounts. Thus, in the event that no closing occurs, Applicant agrees -10- that the City shall be reimbursed for its processing costs. Dated: — l ROGE R. TAN , owner Dated: SAMAN P DUCT , By: KENNETH ROSS, President 0 -11- EXHIBIT "A` I. Janke Revenue Bond Construction Financing: Phase 1. 1. Land $250,000.00 .. 2. Bldgs. Lots 1 & 4 932,000:00 -� 3. Off=site -492, 000.00 4. Fees 100,.0.0.0..00 5. _ $1,774,000.00 Phase 2. 6. Bldgs. Lots 2 & 3 1,261,500.00 , 7. Fees 84 'OOO'.DO 8. 1, 345, 500..00 9. Credit-SamAndy sale 1,083,024.00 (lines 15 & 16) 10. 2-62,4 66A0 262,476.00 11. Total Janke Revenue Bond Construction Financing $2,036,476.00 II. SamAndy Revenue Bond Construction Financing: Phase 1. 12. Miscellaneous equipment Phase 2. 13. Bldg. on Lots 5 & 6 14. Total Revenue Bond Construction Financing III. SamAndy Initial Permanent Financing: 15. Lots 4, 5, 6- improved $453,024.00 16. B1dg.,Lot 4 630,000.00 17. Misc. Equipment 249,400.00 18. Sub -total $1,332,424.00 Phase 1 19. Bldgs. 5 & 6 1,072,500.00 20. .Total -Phases 1 & 2 $2,404,924.00 EXHIBIT "A" $1,774,ODO.00 1,345,500.00 249,400.00 1,072,500.00 $40,441,400.00 KH:11:05:80 EXHIBIT "B" ' SAM ANDY FOODS PROPOSED EQUIPMENT ACQUISITION WITH NEW BUILDING Item No. Quan't Descri t�ibin = — 'Estimate = 2 #10 Can closing machines 60,000.00 1� 2 #2)1 Can closing machines 60,000.00 2. 1 #10 size can labeler 12,000.00 3•. 4' 1 ' #211'size can labeler Bottle Labelers 9,000.00 10,000.00 2 Labelette 1 VaccuLmn Pump 15, 000.00 5. 1 Large High Vaccuum Pump 25,000.00 6. 7. 1 Can Rail System (Feeds acks) 5,000.00 8. 2 Flexible Sectional Can 10,000.00 Conveyors 1 Ribbon Blender 7,000.00 9. 1 Hobart Mixer 3,000.00 10. 11. 1 Pill Counter & Filling Machine 12,000.00 12. 1 Precision AugerFilling Machine 12,000.00 1 Stainless Steel Mixing Bins 1,500.00 13. 14. 1 Electronic Rodent Control 900.00 System 1 Security Alarm System 2,000.00 15. 1 Industrial Shelving 5,000.00 16. GRAND TOTAL $249,400.00 Sam Andy Foods 1770 Chicago Ave., Riverside, CA 92507 (714)684-9003 EXHIBIT "B" KH:11:05:80 EXHIBIT "C"-, \ , air lit, tall, '�' ,��� � t. - ., •.. �,�► w .t•. � f�? i� F � -tom f . ♦a \a�• t• � 1 Nf �7i, '` t s t 4. NO H 1, 1 tl lit k 2 ;��ttttt a tc.„I'l�rea�lt a �aaaaa w t� w•n�wr'i w�• al lade, by it.tf�- 1� i a• _ �• a F w �- LlOF rAR --+{ ti•.� is /T,!:y 11 �{�,. �i � �wea = ���- r !Y ` r/ .� ?ism •1 �� \��� � nv r1 a:n v 0 co m n x ro rn O -0 I0 m w m D r1 S x A -a 1 / ps tit. k ('��'\1•t \•4 r' W N' ►1, .1:- ''�c-- V/.1• 0I(Y,1( 4 �i��f PARr'FI_ I �Eiizl ;# PAWF.L M ^,F' N().\ �f j n ii•}� f• E' . h �' �r � " >f ta? = • "' a :: :� t — - - EXHIBIT "D" PAGE 1 OF 2. • 1 € 'it S� �a ----- il � cam. K o. �,�v z� Tm • • • Grp EXHIBIT "19 PAGE 2 of 2 C6/ / 261 r rdv ra-rb 14 I J NJ 13 rsr 3 1 m try r- L L� L a r Z S� Ui ?d � � R ! c A I� � NILI r fi C, y EXHIBIT "E" AA lie 0 Ar. Rik, 'If MiAmlf- .1% S-C AbO e-6 -W -