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HomeMy WebLinkAboutContract 0795-2 A. FIRST AMENDMENT to the GROUND LEASE AND AGREEMENT TO DEVELOP THIS FIRST AMENDMENT TO THE GROUND LEASE AND AGREEMENT TO DEVELOP (the "Amendment") is made effective September 30, 2015 by and between the City of Cathedral City, a California municipal corporation (the "Landlord") and Big League Dreams Cathedral City, LLC, a California limited liability company formerly known as Big League Dreams Sports, LLC ("Tenant"). STC One LLC, a Delaware limited liability company ("Sublessee") is also a signatory to this Amendment to acknowledge its agreement to be bound by and to benefit from the provisions set forth in Section 4 of this Amendment pertaining to a sublease of a wireless communications facility at the Sports Park. RECITALS A. Landlord and Tenant executed that certain Ground Lease and Agreement to Develop (the "Original Lease") effective September 25, 1996 for the development and operation of a privately owned and privately constructed sports park (the "Sports Park") on approximately 19.3 acres and the development and maintenance of a municipally owned passive park (the "Passive Park") on approximately 5.5 acres (a total of approximately 24.8 acres) located within the City of Cathedral City at the intersection of Date Palm Drive and Dinah Shore Drive. From and after the effective date of this Amendment, the term "Lease" as used in the Original Lease and this Amendment means the Original Lease as modified by this Amendment. B. Tenant developed and constructed the Sports Park and has operated it since 1998. Tenant has also maintained the Passive Park since that time. C. Effective January 1, 2002, Tenant changed its name from Big League Dreams Sports, LLC to Big League Dreams Cathedral City, LLC. D. The parties also executed that certain Promissory Note dated July 30, 1998 ("Original Note") by which Tenant promised to pay Landlord the principal sum of $4,350,230 on or before September 30, 2027. Tenant has made all installment payments to Landlord required of it pursuant to the terms of the Original Note to date. Concurrently with the execution of this Agreement, Landlord and Tenant are executing a First Amendment to Promissory Note (the "Note Amendment") (the Original Note as so modified, the "Note"). A copy of the Note Amendment is attached as First Amendment Exhibit D. E. The parties wish now (a) to extend the Term (as this and all other initially capitalized terms used but not otherwise defined in this Amendment are defined in the Lease) of the Lease for a period of thirty (30) years; (b) to specify the Minimum Annual Rent to be paid by Tenant during the extended Term; (c) to require Tenant to maintain the Library Parking lot (defined below) in exchange for the right to use the Library Parking Lot, as more specifically provided by the Parking License (defined below); and (d) to modify the terms of a sublease of an area of the Sports Park used as a wireless communications facility. 1 C 1185-000--1767138.I NOW, THEREFORE, the parties agree as follows: AGREEMENT 1. Term. The parties acknowledge that the Term Commencement Date of the Lease was March 31, 1998 and that the Term of the Lease would, without the execution of this Amendment, terminate on March 31, 2028. Amending Section 4 of the Lease and in consideration of the obligations and agreements of Tenant set forth in the Lease, the Note and the Parking License, the Term shall be extended by a period of thirty (30) years to March 31, 2058, unless sooner terminated pursuant to the terms of the Lease. 2. Minimum Annual Rent. Amending Section 5(b) of the Lease, and in consideration of the obligations and agreements of Landlord set forth in the Lease, Tenant will pay Landlord Minimum Annual Rent payments in the amounts and on the dates set forth on the attached First Amendment Exhibit A. In addition to the Minimum Annual Rent payments described in this Section 2, Tenant will continue to pay all other sums that may become due under the Lease, the Parking License and the Note at the times due. 3. Library Parking Lot. Landlord owns and operates a municipal library (the "Library") adjacent to the Sports Park. The Library currently has a field of 109 dedicated parking spaces (the "Library Parking Lot"). The Library Parking Lot is located adjacent to parking areas for the Sports Park. A Site Plan depicting the location of the Library Parking Lot is attached as First Amendment Exhibit B. Presently, Sports Park Patrons (defined in the Parking License, first referenced below) are not allowed to use the Library Parking Lot for any Sports Park-related parking, even when the Library is not open to the general public. The Library Parking Lot also has several improvements, including but not limited to, parking lot and light poles, trash enclosure, sidewalks, landscaping, gate, trellis, book drop box, medians, and other improvements that require regular maintenance (collectively, "Parking Lot Improvements"). Nothing in this Amendment or the Parking License operates to limit, restrict, preclude or require Tenant's consent to any Landlord action with regard to any alterations, modifications, enhancements, removals, repairs or other changes to the Library Parking Lot or the Parking Lot Improvements that Landlord proposes to undertake, Concurrently with this Amendment, Landlord and Tenant shall execute a Supplemental License Agreement ("Parking License") for Tenant's use and maintenance of the Library Parking Lot and Parking Lot Improvements substantially in the form attached hereto as First Amendment Exhibit C. 4. Modification of Sublease Agreement. Tenant and Cox PCS Assets, LLC (the "Original Sublessee") entered a Communications Site Ground Sublease Agreement dated September 17, 1998 (the "Sublease") whereby the Original Sublessee subleased certain real property at the Sports Park for use as a wireless communications facility. The Sublease was approved by the Landlord by a Consent to Sublease Agreement dated September 21, 1998 entered by and among the Landlord, Tenant and the Original Sublessee. STC One LLC (the "Sublessee") has represented and warranted that it is the successor in interest to the Original Sublessee. By a First Amendment to Communications Site Ground Sublease Agreement, Tenant and Sublessee agreed that Sublessee shall have the right to extend the Sublease term for three renewal terms, with the final such renewal term to expire on March 31, 2028 to coincide with the expiration of the Lease. Landlord acknowledged and consented to such First Amendment. Sublessee has exercised the first of the three renewal terms granted by the First Amendment to extend the Sublease through September 2, 2018. Tenant, Sublessee and Landlord have agreed to further modifications of the Communications Site Ground Sublease Agreement as follows: 2 C1185-000--1767138.1 (a) Increased Square Footage. The square footage of the real property subject to the Sublease is hereby increased by 300 square feet and shall be in a location shown on Exhibit E attached hereto. (b) Sublease Term. Sublessee retains its options under the Sublease to extend the Sublease term until March 31, 2028. Thereafter Sublessee shall have an additional five (5) options to extend the Sublease, exercisable in the same manner as the options retained, as follows: Option 4: September 3, 2028—September 2, 2033 Option 5: September 3, 2033— September 2, 2038 Option 6: September 3, 2038—September 2, 2043 Option 7: September 3, 2043—September 2, 2048 Option 8: September 3, 2048— March 31, 2053 (c) Non-Disturbance. The non-disturbance provisions set forth in the Consent to Sublease Agreement dated September 21, 1998 and executed by Landlord shall apply with the same force and effect to the extended Term of the Lease and of the Sublease. (d) Additional Actions. Landlord, Tenant and Sublessee agree to execute or furnish any additional confirmations, consents or documentation reasonably required by any other party to this Amendment to effectuate the transactions set forth in this Section 4. 5. Additional Rent from New Tenants. In the event Tenant subcontracts with the Sublessee or any other party to sublease or otherwise utilize the additional 300 square feet of subleased real property referenced in Section 4(a) of this Amendment, and in addition to all other Rent payable to Landlord under the Lease (including the Percentage Rent), Tenant shall pay to Landlord, as additional Rent under the Lease, fifty percent (50%) of the gross amounts paid to the Tenant by any such subtenant or other user on a quarterly basis to coincide with Tenant's quarterly accountings to the Landlord under the Lease. 6. Disposition of Rents. All rent paid to Tenant by Sublessee or any other party pursuant to the Sublease or other sublease or agreement respecting the property subject to the Sublease, whether monthly, quarterly, annually or at any other frequency; prepaid, discounted, deferred, increased, decreased or without change; with respect to the original subleased property or the additional 300 square feet referenced in Section 4(a) hereof; or otherwise, shall constitute Gross Revenues to Tenant as defined in the Lease. Tenant shall account to Landlord in its quarterly accountings for the receipt of such Gross Revenues and shall pay the Percentage Rent associated with such Gross Revenues required by Section 5(c) of the Lease, but shall otherwise be entitled to retain all such rents for its own uses. 7. Cross-Defaults. Any default arising under the Lease that is not cured as and within the time required by the Lease will also constitute an automatic, incurable default under (1) the Note (including any amendments thereof) and (2) the Parking License (including any amendments thereof). 3 C1185-000--1767138.1 I- 8. Notices. Section 21 of the Lease shall be amended to update addresses for notices to current ones: If to Landlord, to: City of Cathedral City 68700 Avenida Lalo Guerrero Cathedral City, CA 92234 Attn: City Manager With a copy to: Green de Bortnowsky, LLP 41-750 Rancho Las Palmas, Ste. P-1 Rancho Mirage, CA 92270 Attn: Charles Green If to Tenant, to: Big League Dreams Cathedral City, LLC 16339 Fairfield Ranch Road Chino Hills, CA 91709 Attn: Chief Executive Officer If to Sublessee, to: STC One LLC c/o Crown Castle USA Inc. 2000 Corporate Drive Canonsburg, PA 15317 Attn: Real Estate Department 9. Other Lease Terms. All other terms and conditions of the Lease shall remain in full force and effect without modification. [Execution Pages Follow] 4 C 1 185-000--1767138.1 IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first written above. CITY OF CATHEDRAL CITY, a California municipal corporation By: Tamp41/tt, Acting City Manager ATTEST: 4 • G�'' �• , ity Clerk 674 4/ F Wowed BIG LEAGUE DREAMS CATHEDRAL CITY, LLC, a California limited liability company By: DiG ^— J�B. Odekirk Managing Director and Chief Operating Officer 5 C1185-000--1767138.1 Sublessee hereby acknowledges its agreement and consent to be bound by the provisions of Section 4 only of this First Amendment to the Ground Lease and Agreement to Develop. STC ONE LLC, a Delaware limited liability company By: Global Signal Acquisitions II LLC, a Delaware limited liability company Its: Attorney In Fact By: ' V Name: Title: Helen Smith Real Estate Transaction Manager 6 C1185-000--1767138.I First Amendment Exhibit A [SCHEDULE OF MINIMUM ANNUAL RENT PAYMENTS] Payment Date Payment 1 04/01/2016 5,000.00 2 04/01/2017 5,000.00 3 04/01/2018 5,000.00 4 04/01/2019 5,000.00 5 04/01/2020 5,000.00 6 04/01/2021 5,000.00 7 04/01/2022 5,000.00 8 04/01/2023 5,000.00 9 04/01/2024 5,000.00 10 04/01/2025 5,000.00 11 04/01/2026 5,000.00 12 04/01/2027 5,000.00 13 04/01/2028 5,000.00 14 07/01/2028 5,000.00 15 10/01/2028 5,000.00 16 01/01/2029 5,000.00 17 04/01/2029 5,000.00 18 07/01/2029 5,000.00 19 10/01/2029 5,000.00 20 01/01/2030 5,000.00 21 04/01/2030 5,000.00 22 07/01/2030 5,000.00 23 10/01/2030 5,000.00 24 01/01/2031 5,000.00 25 04/01/2031 5,000.00 26 07/01/2031 5,000.00 27 10/01/2031 5,000.00 28 01/01/2032 5,000.00 29 04/01/2032 5,000.00 30 07/01/2032 5,000.00 31 10/01/2032 5,000.00 32 01/01/2033 5,000.00 33 04/01/2033 5,000.00 34 07/01/2033 5,000.00 35 10/01/2033 5,000.00 36 01/01/2034 5,000.00 37 04/01/2034 5,000.00 38 07/01/2034 5,000.00 39 10/01/2034 5,000.00 40 01/01/2035 5,000.00 41 04/01/2035 5,000.00 42 07/01/2035 5,000.00 43 10/01/2035 5,000.00 44 01/01/2036 5,000.00 45 04/01/2036 5,000.00 Exhibit A— Page 1 C1185-000--1767138.1 Payment Date Payment 46 07/01/2036 5,000.00 47 10/01/2036 5,000.00 48 01/01/2037 5,000.00 49 04/01/2037 5,000.00 50 07/01/2037 5,000.00 51 10/01/2037 5,000.00 52 01/01/2038 5,000.00 53 04/01/2038 7,500.00 54 07/01/2038 7,500.00 55 10/01/2038 7,500.00 56 01/01/2039 7,500.00 57 04/01/2039 7,500.00 58 07/01/2039 7,500.00 59 10/01/2039 7,500.00 60 01/01/2040 7,500.00 61 04/01/2040 7,500.00 62 07/01/2040 7,500.00 63 10/01/2040 7,500.00 64 01/01/2041 7,500.00 65 04/01/2041 7,500.00 66 07/01/2041 7,500.00 67 10/01/2041 7,500.00 68 01/01/2042 7,500.00 69 04/01/2042 7,500.00 70 07/01/2042 7,500.00 71 10/01/2042 7,500.00 72 01/01/2043 7,500.00 73 04/01/2043 7,500.00 74 07/01/2043 7,500.00 75 10/01/2043 7,500.00 76 01/01/2044 7,500.00 77 04/01/2044 7,500.00 78 07/01/2044 7,500.00 79 10/01/2044 7,500.00 80 01/01/2045 7,500.00 81 04/01/2045 7,500.00 82 07/01/2045 7,500.00 83 10/01/2045 7,500.00 84 01/01/2046 7,500.00 85 04/01/2046 7,500.00 86 07/01/2046 7,500.00 87 10/01/2046 7,500.00 88 01/01/2047 7,500.00 89 04/01/2047 7,500.00 90 07/01/2047 7,500.00 91 10/01/2047 7,500.00 92 01/01/2048 7,500.00 93 04/01/2048 10,000.00 94 07/01/2048 10,000.00 95 10/01/2048 10,000.00 Exhibit A— Page 2 C1185-000--1767138.1 Payment Date Payment 96 01/01/2049 10,000.00 97 04/01/2049 10,000.00 98 07/01/2049 10,000.00 99 10/01/2049 10,000.00 100 01/01/2050 10,000.00 101 04/01/2050 10,000.00 102 07/01/2050 10,000.00 103 10/01/2050 10,000.00 104 01/01/2051 10,000.00 105 04/01/2051 10,000.00 106 07/01/2051 10,000.00 107 10/01/2051 10,000.00 108 01/01/2052 10,000.00 109 04/01/2052 10,000.00 110 07/01/2052 10,000.00 111 10/01/2052 10,000.00 112 01/01/2053 10,000.00 113 04/01/2053 10,000.00 114 07/01/2053 10,000.00 115 10/01/2053 10,000.00 116 01/01/2054 10,000.00 117 04/01/2054 10,000.00 118 07/01/2054 10,000.00 119 10/01/2054 10,000.00 120 01/01/2055 10,000.00 121 04/01/2055 10,000.00 122 07/01/2055 10,000.00 123 10/01/2055 10,000.00 124 01/01/2056 10,000.00 125 04/01/2056 10,000.00 126 07/01/2056 10,000.00 127 10/01/2056 10,000.00 128 01/01/2057 10,000.00 129 04/01/2057 10,000.00 130 07/01/2057 10,000.00 131 10/01/2057 10,000.00 132 01/01/2058 10,000.00 Exhibit A— Page 3 C1185-000--1767138.1 . 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RECITALS A. Licensor and Licensee executed that certain Ground Lease and Agreement to Develop (the "Original Lease") effective September 25, 1996 for the development and operation of a privately owned and privately constructed sports park (the "Sports Park") on approximately 19.3 acres and the development and maintenance of a municipally owned passive park (the "Passive Park") on approximately 5.5 acres (a total of approximately 24.8 acres) located within the City of Cathedral City at the intersection of Date Palm Drive and Dinah Shore Drive. The term "Lease" as used in this Parking License means the Original Lease as modified by the First Amendment thereto. B. The parties also executed that certain Promissory Note dated July 30, 1998 ("Original Note") by which Tenant promised to pay Landlord the principal sum of $4,350,230 on or before September 30, 2027. Concurrently with the execution of the First Amendment to the Original Lease and this Parking License, the parties are executing a First Amendment to Promissory Note (the Original Note as so modified, the "Note"). C. Licensee developed and constructed the Sports Park and has operated it since 1998. Licensee has also maintained the Passive Park since that time. D. Effective January 1, 2002, Licensee changed its name from Big League Dreams Sports, LLC to Big League Dreams Cathedral City, LLC. E. Licensor owns and operates a municipal library (the "Library") adjacent to the Sports Park. The Library currently has a parking field (the "Library Parking Lot") of 109 parking spaces, although Licensor may amend or reconfigure the Library Parking Lot at any time to create more or fewer parking spaces. The Library Parking Lot is located adjacent to parking areas for the Sports Park. Presently, Sports Park Patrons (defined below) are not allowed to use the Library Parking Lot for any Sports Park overflow parking, even when the Library is not open to the general public. The Library Parking Lot is also improved with various improvements, including, but not limited to: parking lot and light poles, trash enclosure, sidewalks, landscaping, gate, trellis, book drop box, medians, and other improvements that require regular maintenance (collectively, "Parking Lot Improvements"). The term "Parking Lot Improvements" means all improvements currently located on the Library Parking Lot and all future replacements and additions thereto. A Site Plan depicting the location of the Library Parking Lot and Parking Lot Improvements is attached as Supplemental License Agreement Exhibit A. Exhibit C — Page 1 C1185-000--1767138.1 NOW, THEREFORE, the parties agree as follows: AGREEMENT 1. Term. The term of this Parking License shall be effective for a period ("Term") commencing on October 1, 2015 ("License Commencement Date") and expiring upon the earliest to occur of: (1) the expiration or earlier termination of the Lease; (2) this Parking License's termination, as provided in Section 10; or (3) the fifty-fifth (55th) anniversary of the License Commencement Date. 2. Sports Park Patrons. As used in this Parking License, the term "Sports Park Patrons" means, without exclusion or limitation, all persons and entities who use all or any portion of the Library Parking Lot for any reason related to the operations of the Sports Park, including, without implied limitation, Licensee's customers, guests, vendors, invitees, agents, employees, contractors and volunteers. 3. License. This Parking License creates a non-exclusive right for Licensee to allow Sports Park Patrons to use the Library Parking Lot solely for parking related to Sports Park operations and solely during the time that the Library is not open to the public, except as provided by Section 7. Except as provided by Section 7, the Library Parking Lot may not be used by Sports Park Patrons during Library operating hours. Nothing in this Parking License restricts or conditions the right of the public to use the entirety of the Library Parking Lot for any lawful purpose at any time for any purpose not related to the Sports Park in any manner which does not conflict with the provisions of this Parking License. Licensee may not charge any type of fee to Sports Park Patrons or any member of the general public to park in the Library Parking Lot. Nothing in this Parking License creates or vests in Licensee, any Sports Park Patron, or any other person or entity, any possessory or non-possessory leasehold or other real property interest in the Library Parking Lot. Use of the Library Parking Lot must comply at all times with Licensee's Municipal Code and all other legal requirements. Licensee must and Licensor may, in accordance with California Vehicle Code section 22658 (or its successor) or Licensor's Municipal Code (if applicable), cause the removal of all Sport Park Patrons' vehicles located in the Library Parking Lot which are parked in violation of the provisions of this Parking License. Nothing in this Parking License limits, restricts, precludes or requires Licensee's consent to any Licensor action with regard to the Library Parking Lot or the Parking Lot Improvements and Licensor retains the right to alter, modify, enhance, remove, repair or make other changes to the Library Parking Lot or the Parking Lot Improvements, as Licensor determines in its sole and absolute discretion, although Licensor may not take any action that materially interferes with the exercise of Licensee's rights under this Parking License. 4. Consideration. The material and inseverable consideration to be paid for the rights granted to Licensee by this Parking License is: (1) Licensee's timely and complete fulfillment of its obligation to maintain the Library Parking Lot and Parking Lot Improvements pursuant to Section 5 of this Parking License, and (2) Licensee's timely and complete fulfillment of its obligations under the Lease and the Note. 5. Licensee Maintenance Duties for Library Parking Lot and Parking Lot Improvements. Licensee shall, at its sole cost, expense and liability: (1) keep the Library Parking Lot and Parking Lot Improvements reasonably clean and free of debris; (2) slurry seal and re-stripe the Library Parking Lot within sixty (60) days following the License Commencement Date and again not less than once every five (5) years thereafter; and (3) paint the Parking Lot Improvements that are paintable within sixty (60) days following the License Exhibit C — Page 2 C1185-000--1767138.1 Commencement Date and continue to maintain the Parking Lot Improvements as needed or as reasonably specified by the Licensor throughout the Term. All work performed in fulfillment of Licensee's obligations pursuant to this Section 5 shall be performed and completed in a quality and manner that meets Licensor's reasonable standards. Except as provided in or required by this Section 5, Licensee shall not have any responsibility to: (1) repair or maintain the Library or any portion of the Library building or grounds, or (2) maintain the Library Parking Lot medians or make foundational or concrete repairs to any portion or replacements of all or any portion of the Library Parking Lot. Licensor has agreed to consider in good faith proposals by Licensee to reconfigure the Library Parking Lot at the sole cost of the Licensee to better accommodate the use of the Library Parking Lot by Sports Park Patrons, Library patrons and members of the general public. 6. Property Taxes. During the Term of this Parking License Licensee shall, if applicable, pay all ad valorem possessory interest taxes, and all other assessments and charges upon the Library Parking Lot and the Parking Lot Improvements, in the amounts determined by the Riverside County Assessor and Tax Collector. The foregoing shall not restrict Licensee from challenging any such assessment or charge by informal negotiations with the County Assessor and Tax Collector or by any appeal of any assessment made. Licensor shall not hinder any such actions by Licensee to challenge any such assessment. 7. Alterations and Maintenance. Except as otherwise provided in Section 5, Licensee may not make any material alterations to the Library Parking Lot or Parking Lot Improvements without the Licensor's prior written consent, which may be denied or conditioned in Licensor's sole and absolute discretion except as otherwise provided in this Section 7. At its sole cost and expense, Licensee shall apply for and obtain all necessary City permits and approvals required to carry out its obligations under and enjoy those rights created by this Parking License. Licensee shall pay all costs for construction or maintenance done by it or caused to be done by it on the Library Parking Lot or Parking Lot Improvements. Licensee shall keep the Library Parking Lot and Parking Lot Improvements free and clear of all mechanics and/or materialmen's liens resulting from construction or maintenance work by or for Licensee. Licensee's foregoing obligation will survive the expiration or termination of this Parking License. Any alterations made shall remain on and be surrendered with the Library Parking Lot on expiration or termination of this Parking License. From time to time, it may be necessary for Licensor to perform construction or other work which reduces the number of parking lot spaces available for use by Sports Park Patrons. Such work or construction by or on behalf of Licensor shall not be deemed an infringement upon or revocation of this Parking License or entitle Licensee to any damages or other relief. Section 3 notwithstanding, Licensee may, at its sole cost and liability, install temporary, moveable barriers to segregate a portion of the Library Parking Lot for Sports Park Patrons' parking, so long as no less than twenty (20) parking spaces are available for Library and general public use at all times the Library is open to the public. In the event the Library hosts a special event or anticipates attendance for a special exhibition which would require more than twenty (20) parking spaces to accommodate parking for Library patrons and members of the general public, the Library director may request the Sports Park General Manager to adjust the movable barriers to increase parking for such purposes. The Sports Park General Manager shall endeavor in good faith to accommodate such requests made by the Library director. 8. Indemnification and Insurance. Licensee assumes all risks and liabilities of a landowner in the enjoyment of the rights and privileges created by this Parking License. Licensee shall defend, indemnify and hold Licensor and its officers, officials, agents, employees, Exhibit C — Page 3 C1185-000--1767138.1 insurers and volunteers (all of the foregoing, collectively, "Indemnified Parties") harmless from and against all claims for actual and alleged loss, cost, expenses or other damages for injury to any person (including wrongful death) or property occurring in, on, about or to the Library Parking Lot or Parking Lot Improvements, including, without limitation, the Indemnified Parties' reasonable attorneys' fees and costs, that are attributable in whole or in part to Licensee's or the Sport Park Patrons' activities under or use of this Parking License, except where such claims are caused by the gross negligence or willful misconduct of any of the Indemnified Parties. Licensee's indemnification and defense obligations under this Parking License shall survive the expiration or earlier termination of this Parking License. Licensee shall, at Licensee's sole cost, maintain policies of insurance with the same specifications as set forth in Section 16(b) and (c) of the Lease insuring the Indemnified Parties against damages occurring in connection with Licensee's or Sports Park Patrons' use of the Library Parking Lot. Reasonably acceptable evidence of the addition of the use of the Library Parking Lot to the policies described in the preceding sentence shall be supplied to Licensor prior to the License Commencement Date. 9. Notices. Addresses for notices to the parties shall be: If to Licensor, to: City of Cathedral City 68700 Avenida Lalo Guerrero Cathedral City, CA 92234 Attn: City Manager With a copy to: Green de Bortnowsky, LLP 41-750 Rancho Las Palmas, Ste. P-1 Rancho Mirage, CA 92270 Attn: Charles Green If to Licensee, to: Big League Dreams Cathedral City, LLC 16339 Fairfield Ranch Road Chino Hills, CA 91709 Attn: Chief Executive Officer 10. Termination. In Licensor's sole and absolute discretion, Licensor may revoke this Parking License upon giving five (5) days' written notice to Licensee in the event Licensee fails to perform any covenant or obligation of this Parking License, if the failure to perform is not first cured by Licensee within thirty (30) days after delivery by Licensor to Licensee of a written notice of default specifying with particularly the nature of the default. If the failure to perform cannot reasonably be cured within thirty (30) days, the Licensee shall not be in default of this Parking License if the Licensee commences to cure the failure to perform within the thirty (30) day period and thereafter diligently and in good faith prosecutes the cure to completion. However, defaults involving the payment of money or that may be cured by the payment of money are not subject to the foregoing and must be cured within ten (10) days after written demand from Licensor to Licensee. In addition to termination upon default as provided in the preceding paragraph, Licensor may, at any time and in its sole and absolute discretion, with or without cause, and at no expense or liability, terminate this Parking License upon no less than one hundred eighty (180) days' prior written notice to Licensee. In the event Licensor terminates this Parking License as Exhibit C — Page 4 C1185-000--1767138.1 r � provided in this paragraph, Licensee's obligations to perform the maintenance obligations specified in this Parking License shall terminate immediately. 11. Cross-Defaults. Any default arising under this Parking License that is not cured as and within the time required by this Parking License will also constitute an automatic, incurable default under (1) the Note (including any amendments thereof), and (2) the Lease (including any amendments thereof). 12. Assignment. Licensee may not transfer, assign, sublet or pledge this Parking License without Licensor's prior written consent and then only in connection with the complete sale or other transfer of the Sports Park. Licensor's consent to such transaction shall not be unreasonably withheld or delayed. 13. Jurisdiction and Venue. The procedural and substantive laws of the State of California shall govern the validity, performance and enforcement of this Parking License, without regard to its conflicts of law principles. Venue for any legal dispute shall be the state and federal courts situated in Riverside County, California. 14. Entire Agreement. This License Agreement is the entire agreement between the parties with respect to the License and no earlier statements or prior writings have any force and effect. Neither party is relying on any representations or agreements other than those contained in this Parking License. 15. Portion Invalid. In the event that any portion of this Parking License shall be declared invalid by a court of competent jurisdiction, the parties agree that the remaining terms and provisions of this Parking License shall remain in full force and effect. [Signatures on Following Page] Exhibit C — Page 5 C1185-000--1767138.1 IN WITNESS WHEREOF, the parties have executed this Supplemental License Agreement effective as of the date first written above. CITY OF CATHEDRAL CITY, a California municipal corporation By: I Tami E. .colt, Acting City Manager ATTEST: IL Izzl g;ILL City i lerk 6947 i Aiwa/ BIG LEAGUE DREAMS CATHEDRAL CITY, LLC, a California limited liability company By: a J 'Yfl. Odekirk Managing Director and Chief Operating Officer Exhibit C — Page 6 CI 185-000--1767138 1 Supplemental License Agreement Exhibit A [SITE PLAN OF THE LIBRARY PARKING LOT] Exhibit C — Page 7 C 1 185-000--1767138.1 o"'>, . -.-f--, r.... • = `1,- -t--- 8 cr, 1 •ems i 014, I ■;..., r, — 7.1 %Vie[ - ■ . .4^ it - -- : . . tzt 1 , , '', , ._, - 11 ■ ' '''s 11) ' . idOt, • ,.. ,. : t -,, ,, • „,„.„,,,,; 1 1 i 1 i a . taili,.. ,..,,,,, .. ,,,,,,4 -,.. ',,,j; ,,,.. .r, . ,,.'"' T. 1...,r1 . \ : ■ • g 41 ........ L ''• 1 1 --E I ZIA " _ . . . . .1 . ... ' t 1 i I A • 1 A ,.. 4... 40 . , ... -- C3 4. I . -1"4,"••,'•%. 1. • 4 I 4. , 1 & • 4 , . ' .....,.,,....2: i .. r7 ..i : , ' .4.,..: & t•-,...-,a 411 'i• dp ‘,. -- '1 .., ., 4. •.ft.. r r 14 1,E , rr i 1 $ ; 0 1 i 3 i I 0 , .... ... 0 . ' .. . . .. I p '6 ..". 411140 0. ■ A,:, I 1. -- 1 1 , . . . . _. , ., ,• 1 I 1 • - ...... . , 1 ,1 I go. .... .-.- k '_.... i •, t e-' . ,t-- * . i , • ,, ,, ,,-,.. ... I)--,;.'" ,. . ...,,,.. ■ ....., - - ,,,..:', ._ i ..i ' ' -• ; " IL. ' .c 1 ' ir.1,1 U ; -:'-'--- • Llg '' - -•- . . 2 . ,--4..4- , -ot, ,, .--, , „-- '4111k '.I . - , ( •-- - '‘1111 LI :--1 . ''-' -.- ",:-',- ■ :',-. , ■ ' First Amendment Exhibit D [FIRST AMENDMENT TO PROMISSORY NOTE] Exhibit D C1185-000--1767138 I 14) FIRST AMENDMENT TO PROMISSORY NOTE THIS FIRST AMENDMENT TO PROMISSORY NOTE (the "Amendment") is made effective September 30, 2015 by and between the City of Cathedral City, a California municipal corporation (the "City") and Big League Dreams Cathedral City, LLC, a California limited liability company formerly known as Big League Dreams Sports, LLC ("Borrower"). RECITALS A. City and Borrower executed that certain Construction Loan Agreement dated September 25, 1996, which was incorporated by reference into a Promissory Note dated July 30, 1998 executed by Borrower in favor of City in the original principal amount of $4,350,239.00 and with a maturity date of September 30, 2027 (the "Original Note"), in connection with the development and operation of a privately owned and privately constructed sports park (the "Sports Park") on approximately 19.3 acres and the development and maintenance of a municipally owned passive park (the "Passive Park") on approximately 5.5 acres (a total of approximately 24.8 acres) located within the City of Cathedral City at the intersection of Date Palm Drive and Dinah Shore Drive. B. Borrower developed and constructed the Sports Park and has operated it since 1998. Borrower has also maintained the Passive Park since that time. C. Borrower has made all installment payments to City required of it pursuant to the terms of the Original Note through the effective date of this Amendment. D. In exchange for their receipt of mutually adequate consideration, which both parties acknowledge, the parties wish now to amend the interest rate, prepayment terms and installment payment amount of the Original Note. From and after the effective date of this Amendment, the term "Note" as used in the Original Note and this Amendment means the Original Note as modified by this Amendment. NOW, THEREFORE, the parties agree as follows: AGREEMENT 1. Borrower. The legal name of the Borrower shown on the Original Note (Big League Dreams Sports, LLC) was changed effective January 1, 2002 to Big League Dreams Cathedral City, LLC. Accordingly, the Borrower under the Note shall be Big League Dreams Cathedral City, LLC. 2. Interest Rate. The stated Interest Rate of the Original Note shall change effective with the installment payment due on September 30, 2015 from 10.02% per annum to 7.093% per annum and, unless otherwise provided in the Note or by law, shall continue thereafter at such rate through the Maturity Date of September 30, 2027. Nothing in this Amendment operates to modify the Interest Rate prior to September 30, 2015 and the parties acknowledge that City will not re-compute or refund any portion of any Installment Payments paid prior to September 30, 2015. 3. Installment Payment Amount. The parties acknowledge that the change in the Note Interest Rate as described in Section 2 modifies the Installment Payment Amounts due Exhibit D — Page 1 C1185-000--1767138.1 . . under the Note on and after September 30, 2015. The stated Installment Payment Amount of the Note shall change effective with the Installment Payment due on September 30, 2015 from $118,750.00 per quarter to $100,000.00 per quarter and shall continue thereafter at such amount through the Maturity Date of September 30, 2027, unless otherwise provided by the Note or by law. An Amortization Schedule showing the date and amount of each of the Installment Payments to be made by Borrower hereunder and the allocations to principal and interest for each is attached hereto and incorporated herein by this reference as First Amendment to Promissory Note Exhibit A. 4. No Prepayment. The first sentence of the section on page 2 of the Note entitled "PREPAYMENT," which reads "Borrower may prepay this Promissory Note, in whole or in part, without penalty." is hereby deleted from the Note. In its place, the following sentence is hereby added: "Borrower may not prepay this Promissory Note in whole or in part, but rather shall pay the Installment Payment Amount, as amended, each quarter through the Maturity Date of September 30, 2027 on the Installment Payment Dates herein set forth." 5. Cross-Defaults. Any default arising under the Note that is not cured as and within the time required by the Note will also constitute an automatic, incurable default under (1) the Ground Lease and Agreement to Develop dated September 25, 1996 between City (as Landlord) and Borrower (as Tenant) (the "Lease"), including any amendments thereof, and (2) the Supplemental License Agreement to the First Amendment to the Ground Lease and Amendment to Develop dated September 30, 2015 between City (as Licensor) and Borrower (as Licensee), including any amendments thereof("Parking License"). 6. Notices. Notices which may be required under the Note or the Construction Loan Agreement shall be sent to the parties as follows: If to City, to: City of Cathedral City 68700 Avenida Lalo Guerrero Cathedral City, CA 92234 Attn: City Manager With a copy to: Green de Bortnowsky, LLP 41-750 Rancho Las Palmas, Ste. P-1 Rancho Mirage, CA 92270 Attn: Charles Green If to Borrower, to: Big League Dreams Cathedral City, LLC 16339 Fairfield Ranch Road Chino Hills, CA 91709 Attn: Chief Executive Officer 7. Other Note Terms and Conditions. All other terms and conditions of the Note are hereby reaffirmed and shall remain in full force and effect without modification. [Signatures on Following Page] Exhibit D — Page 2 C1185-000--17671381 IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first written above. CITY OF CATHEDRAL CITY, a California municipal corporation ( /4' By: fAl // PCity anager ATTEST: Gary Ho ell City Clerk BIG LEAGUE DREAMS CATHEDRAL CITY, LLC, a California limited liability company By: y B. Odekirk Managing Director and Chief Operating Officer Exhibit D — Page 3 C1185-000--1767138.1 First Amendment to Promissory Note Exhibit A [Amortization Schedule] Exhibit D — Page 4 CI 185-000--1767138.1 Page 1 Big League Dreams-Amortization Schedule Compound Period: Quarterly Nominal Annual Rate: 7.093 CASH FLOW DATA Event Date Amount Number Period End Date 1 Loan 07/31/2015 3,274,334.85 1 2 Payment 09/30/2015 100,000.00 49 Quarterly 09/30/2027 AMORTIZATION SCHEDULE- Normal Amortization Date Payment Interest Principal Balance Loan 07/30/2015 3,274,334.85 1 09/30/2015 100,000.00 39,450.44 60,549.56 3,213,785.29 2 12/31/2015 100,000.00 56,988.45 43,011.55 3,170,773.74 2015 Totals 200,000.00 96,438.89 103,561.11 3 03/31/2016 100,000.00 56,225.75 43,774.25 3,126,999.49 4 06/30/2016 100,000.00 55,449.52 44,550.48 3,082,449.01 5 09/30/2016 100,000.00 54,659.53 45,340.47 3,037,108.54 6 12/31/2016 100,000.00 53,855.53 46,144.47 2,990,964.07 2016 Totals 400,000.00 220,190.33 179,809.67 7 03/31/2017 100,000.00 53,037.27 46,962.73 2,944,001.34 8 06/30/2017 100,000.00 52,204.50 47,795.50 2,896,205.84 9 09/30/2017 100,000.00 51,356.97 48,643.03 2,847,562.81 10 12/31/2017 100,000.00 50,494.41 49,505.59 2,798,057.22 2017 Totals 400,000.00 207,093.15 192,906.85 11 03/31/2018 100,000.00 49,616.55 50,383.45 2,747,673.77 12 06/30/2018 100,000.00 48,723.13 51,276.87 2,696,396.90 13 09/30/2018 100,000.00 47,813.86 52,186.14 2,644,210.76 14 12/31/2018 100,000.00 46,888.47 53,111.53 2,591,099.23 2018 Totals 400,000.00 193,042.01 206,957.99 15 03/31/2019 100,000.00 45,946.67 54,053.33 2,537,045.90 16 06/30/2019 100,000.00 44,988.17 55,011.83 2,482,034.07 17 09/30/2019 100,000.00 44,012.67 55,987.33 2,426,046.74 18 12/31/2019 100,000.00 43,019.87 56,980.13 2,369,066.61 2019 Totals 400,000.00 177,967.38 222,032.62 19 03/31/2020 100,000.00 42,009.47 57,990.53 2,311,076.08 20 06/30/2020 100,000.00 40,981.16 59,018.84 2,252,057.24 21 09/30/2020 100,000.00 39,934.61 60,065.39 2,191,991.85 22 12/31/2020 100,000.00 38,869.50 61,130.50 2,130,861.35 2020 Totals 400,000.00 161,794.74 238,205.26 Page 2 23 03/31/2021 100,000.00 37,785.50 62,214.50 2,068,646.85 24 06/30/2021 100,000.00 36,682.28 63,317.72 2,005,329.13 25 09/30/2021 100,000.00 35,559.50 64,440.50 1,940,888.63 26 12/31/2021 100,000.00 34,416.81 65,583.19 1,875,305.44 2021 Totals 400,000.00 144,444.09 255,555.91 27 03/31/2022 100,000.00 33,253.85 66,746.15 1,808,559.29 28 06/30/2022 100,000.00 32,070.28 67,929.72 1,740,629.57 29 09/30/2022 100,000.00 30,865.71 69,134.29 1,671,495.28 30 12/31/2022 100,000.00 29,639.79 70,360.21 1,601,135.07 2022 Totals 400,000.00 125,829.63 274,170.37 31 03/31/2023 100,000.00 28,392.13 71,607.87 1,529,527.20 32 06/30/2023 100,000.00 27,122.34 72,877.66 1,456,649.54 33 09/30/2023 100,000.00 25,830.04 74,169.96 1,382,479.58 34 12/31/2023 100,000.00 24,514.82 75,485.18 1,306,994.40 2023 Totals 400,000.00 105,859.33 294,140.67 35 03/31/2024 100,000.00 23,176.28 76,823.72 1,230,170.68 36 06/30/2024 100,000.00 21,814.00 78,186.00 1,151,984.68 37 09/30/2024 100,000.00 20,427.57 79,572.43 1,072,412.25 38 12/31/2024 100,000.00 19,016.55 80,983.45 991,428.80 2024 Totals 400,000.00 84,434.40 315,565.60 39 03/31/2025 100,000.00 17,580.51 82,419.49 909,009.31 40 06/30/2025 100,000.00 16,119.01 83,880.99 825,128.32 41 09/30/2025 100,000.00 14,631.59 85,368.41 739,759.91 42 12/31/2025 100,000.00 13,117.79 86,882.21 652,877.70 2025 Totals 400,000.00 61,448.90 338,551.10 43 03/31/2026 100,000.00 11,577.15 88,422.85 564,454.85 44 06/30/2026 100,000.00 10,009.20 89,990.80 474,464.05 45 09/30/2026 100,000.00 8,413.43 91,586.57 382,877.48 46 12/31/2026 100,000.00 6,789.37 93,210.63 289,666.85 2026 Totals 400,000.00 36,789.15 363,210.85 47 03/31/2027 100,000.00 5,136.52 94,863.48 194,803.37 48 06/30/2027 100,000.00 3,454.35 96,545.65 98,257.72 49 09/30/2027 100,000.00 1,742.28 98,257.72 0.00 2027 Totals 300,000.00 10,333.15 289,666.85 Grand Totals 4,900,000.00 1,625,665.15 3,274,334.85 v • Exhibit E (Sublease premises, as expanded) St1rat -io �ERr'.►.n• C bi 61 / Exhibit E — Page 1 C1185-000--1767138.1 E w 5 iz w Z aN ZWKz WL.i 0 F Iv° � 8y`"n o Ilfi 8 t" Q (IN �o° 3J O- z5 X � a "_<, v � " �oR e H ; 1i N �,� /,d0 Q: 1 R. yJ _, „w _Uco , i om G , z°'N j n v o° 'a� 7v8i � �ra � � L 2= €�°'�v'e-,11 v�.o=' K ,'\ `� o � a � GmiC e,o�6> 3 .T :: ^ §:2gT�� u > y T�I 0o r x 4. 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