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Memorandum
Thursday, March 21, 2013
TO: Redevelopment Commission
FROM: Don Inks
Investment
SUBJECT: Bosch Lease Termination and Environmental Indemnity Agreements
In August of 2000, Robert Bosch Corporation (Bosch) entered into a 20 year lease for property
located at 401 N. Bendix. Under the terms of that lease, in the event Bosch terminated the lease
before the 20 term was completed, Bosch would be subject to certain Repayment Amounts and
Lease Termination Penalties. In addition, Bosch upon leaving the site was also required to enter into
an Environmental Indemnity Agreement with the City. Bosch exited the site and terminated the lease
on 12/31/12.
Lease Termination Aareement
In accordance with the lease, Bosch is agreeing to the following:
1. A lease termination penalty of $1,327,083.33.
2. A repayment amount of $746,071.71, which will allow the City to repay funds borrowed from
local and State sources to complete the original project.
3. Payment over time of an Indiana Development Finance Authority loan with a current balance
of $538,508.13. This loan will be repaid in accordance with the original repayment
schedule.
Environmental Indemnity Agreement
1. Bosch is agreeingto indemnify the City for any environmental issues arisingfrom its
occupancy of the site between 4/1/96 and 12/31/12.
2. The City is agreeing to indemnify Bosch for any environmental issues arising after 12/31/12
not due to Bosch's occupancy.
227 W. JEFFERSON BLVD. SOUTH BEND, IN 46601 1 P: 574 -235 -9311 I hAA: 5r4- zen -WZI I aUUI"Duvu,n.wv
LEASE TERMINATION AGREEMENT
This LEASE TERMINATION AGREEMENT ( "Agreement ") is entered into by and
between the City of South Bend, Indiana, through its Board of Public Works ( "City"), and
Robert Bosch LLC, successor to Robert Bosch Corporation ( "Bosch ") (collectively "Parties "),
on the date that the Agreement is fully executed below (the "Effective Date ").
WHEREAS, the Parties entered into a Real Property Lease Agreement dated August 1,
2000 with an effective date of August 17, 2000 ( "Lease Agreement "); and
WHEREAS, as part of an incentive package to retain Bosch in the city of South Bend, the
Parties entered into an Agreement For The Use and Rehabilitation of Real Property dated August
17, 2000 ( "Rehabilitation Agreement ") under which the City agreed to and as Assignee under an
Assignment and Assumption Agreement purchased the Property, the subject of the Agreement of
Sale by and between Honeywell International, Inc. and Bosch dated August 1, 2000 ( "Agreement
of Sale "); and
WHEREAS, the City as Assignee under the Assignment and Assumption Agreement
assumed all of Bosch's obligations under the Environmental Remediation Agreement, License
and Easement by and between Honeywell International, Inc. and Bosch, signed and
acknowledged on August 11, 2000 ( "Remediation Agreement ") as well as all of Bosch's
obligations under the Ingress, Egress and Maintenance Easement Agreement ( "Easement
Agreement ") subject to the proviso that such assumption would not release Bosch from its
obligations under those agreements; and
WHEREAS, the Easement Agreement has by its own terms been fulfilled and thereby
terminated; and
WHEREAS, Bosch provided written notice to the City, pursuant to Section 21 of the
Lease Agreement, that it is exercising its right to terminate its lease with an effective date of
termination of December 31, 2012; and
WHEREAS, the Parties seek to and hereby do resolve all outstanding obligations and
liabilities each party owes to the other arising out of the Lease Agreement and the Rehabilitation
Agreement, excepting only " Bosch's Continuing Obligations" and the "City's Continuing
Obligations ", as defined herein.
Now, therefore, the Parties agree as follows:
Section 1— Definitions
Except as modified or expressly defined herein all capitalized terms used in this
Agreement will have the meanings given those terms in the Agreement of Sale, Remediation
Agreement, Easement Agreement or Rehabilitation Agreement as applicable.
Section 2 — Termination of Lease
The leased premises consist of the land described in Schedule A ( "Land "), Building 100,
approximately 284,304 square feet at 401 North Bendix Drive ( "Building 100 "), Building 101,
approximately 78,812 square feet located across the street from Building 100 ( "Building 101 ")
and a guard building at the entrance to the leased premises, approximately 1,130 square feet
( "Guard Building "). Building 100, Building 101, and the Guard Building are collectively
referred to as the "Buildings ". The Land and Buildings are collectively referred to as the
"Premises ".
a. Termination: The Lease Agreement shall terminate effective at 11:59 PM Eastern
Standard Time, December 31, 2012 without any further action by either Party.
b. Transfer of Certain Personal Property to City: In consideration for the other terms
and conditions contained herein, Bosch hereby assigns and transfers to the City the personal
property identified on Schedule B. The City hereby accepts such assignment and all rights and
liabilities attendant thereto arising after the transfer of such personal property.
C. Release & Hold Harmless: Except for Bosch's Continuing Obligations and the
City's Continuing Obligations set forth in Sections 3 and 4 below and Bosch's right of offset set
forth in Section 6 below, Bosch and the City shall each be released from all of their respective
obligations under the Lease Agreement and the Rehabilitation Agreement. Each of the Parties
hereby covenants not to sue the other with respect to any claims whether known or unknown
arising out of the Lease Agreement and the Rehabilitation Agreement.
Section 3 — Incentive Aereements Obligations & Continuine Obligations of Bosch
a. Incentive Agreement Obligations:
Payment of Lease Termination Penalty: The Parties agree that the amount
Bosch owes to the City under Section 8(e) of the Rehabilitation
Agreement for a lease termination penalty is $1,327,083.33. Bosch will
pay the Lease Termination Penalty on or before the Effective Date.
ii. Payment of Repayment Amount: The Parties agree that the amount Bosch
owes to the City under Section 8(c) of the Rehabilitation Agreement as
repayment for improvements funded by the City is $746,071.71 (the
"Repayment Amount "). Bosch will pay the Repayment Amount on or
before the Effective Date.
iii. Indiana Development Finance Authority Loan ( "IDFA Loan"): The
Parties agree that the remaining balance on the IDFA Loan as of
December 31, 2012 is $538,508.13, that the IDFA Loan does not contain
any provision allowing the City to demand payment in full upon
termination of the Lease, and that neither Bosch nor the City can locate the
note for the IDFA Loan. Based on the foregoing, the Parties agree that
Bosch shall continue to pay off the IDFA Loan in accordance with the
payment schedule attached as Schedule C.
iv. Upon payment of the Lease Termination Penalty and the Repayment
Amount by Bosch to the City, all obligations of the Parties to each other
under the Rehabilitation Agreement shall be fulfilled, excepting only
Bosch's Continuing Obligations and City's Continuing Obligations.
V. Bosch Continuing Obligations — Bosch's Continuing Obligations are those
set forth in the Environmental Indemnification Agreement executed
concurrently with this Agreement, payment of the remaining balance as
and when due under the IDFA Loan, and as Assignor under the
Agreement of Sale and the Assignment and Assumption Agreement.
Section 4 — Agreement of Sale and Remediation Agreement and City's Continuine
Oblieations
a. The City's Continuing Obligations —The City's Continuing Obligations are those set
forth in the Environmental Indemnification Agreement executed concurrently with
this Agreement, to pay all payments received by it from Bosch under the IDFA Loan
to the appropriate authority and as Assignee under the Agreement of Sale and the
Assignment and Assumption Agreement.
Section 5 — Corporate Renresentations and Warranties
a. The City represents and warrants to Bosch that:
i. The City has the legal capacity and full right, power and authority to enter
into this Agreement and to execute, deliver and perform its obligations
under this Agreement;
ii. The City's execution, delivery and performance of this Agreement have
been duly authorized by all necessary action; and
iii. This Agreement constitutes the legal, valid and binding obligation of the
City, enforceable in accordance with its terms.
b. Bosch represents and warrants to the City that:
Bosch has the legal capacity and full right, power and authority to enter
into this Agreement and to execute, deliver and perform its obligations
under this Agreement;
ii. Bosch's execution, delivery and performance of this Agreement have been
duly authorized by all necessary action; and
iii. This Agreement constitutes the legal, valid and binding obligations of
Bosch, enforceable in accordance with its terms.
Section 6 - Rights of Offset
Bosch reserves all rights of offset set forth in Section 12 of the Rehabilitation Agreement.
Section 7- Arbitration
The parties agree that in the event any dispute arises out of or concerning the breach, alleged
breach or interpretation of this Agreement, including the parties respective Continuing
Obligations, the parties, in good faith, shall meet, confer and attempt to reach an amicable
resolution of the dispute. If the parties fail to resolve the dispute within 30 days, then either
party may submit the dispute to non - binding arbitration in St. Joseph County, in accordance with
the rules of the American Arbitration Association for business disputes. In the event Honeywell
International, Inc. is a necessary or indispensible parry, the arbitration provisions contained in the
Remediation Agreement and the Agreement of Sale respectively shall apply.
Section 8- Waiver of Jury Trial
The Parties acknowledge that any disputes arising under this Agreement are likely to be complex
and they desire to streamline and minimize the cost of resolving such disputes. Therefore, each
party has agreed to non - binding arbitration. In any legal proceeding, each party irrevocably
waives all rights to a trial by jury in any action, counterclaim, dispute or proceeding based upon,
or related to the subject matter of this Agreement. This Paragraph shall be deemed a covenant
and enforceable independently of all other provisions of this Agreement. This waiver is
knowingly, intentionally and voluntarily made by all Parties. In the event Honeywell
International, Inc. is a necessary or indispensible party, the waiver of jury trial provision
contained in the Agreement of Sale shall apply.
Section 9 — Entire Agreement
All understandings and agreements concerning the termination of the Lease Agreement
and the Rehabilitation Agreement heretofore had between the Parties are merged into this
Agreement which fully and completely expresses the Parties' agreement, neither party relying
upon any statement or representation not embodied herein. This Agreement may not be changed
or terminated orally. No modification or amendment of this Agreement shall be valid unless it is
reduced to a writing signed by both the Parties.
Section 10 — Notices
All notices required under this Agreement, unless otherwise specified, shall be deemed to
be properly served if sent by registered or certified mail, by reputable overnight courier or
facsimile to the addresses set forth below. The date of service of such notice shall be two
business days after the date such notice is deposited in a post office of the United States Post
Office Department, one business day after the date deposited with a reputable overnight courier
or when confirmation (which may be electronic) of the receipt of facsimile transmission is
received.
City:
City of South Bend
City Attorney
1200 County-City Building
227 W. Jefferson St.
South Bend, Indiana 46601
Fax: (574) 235-9892
South Bend Department of Community Investment
c/o Executive Director
1400 County-City Building
227 W. Jefferson St.
South Bend, Indiana 46601
With a copy to:
Thao T. Nguyen
Plews Shadley Racher & Braun LLP
53732 Generations Drive
South Bend, Indiana 46635 -1539
Fax: (574) 271 -2050
Bosch:
General Counsel
Robert Bosch LLC
38000 Hills Tech Drive
Farmington Hills, MI 48331
Fax: (248) 876 -2990
Section 11— Headines for Convenience Only
Paragraph headings used herein are for convenience of reference only and shall not be
used to interpret this Agreement.
Section 12 — Governing Law
This Agreement and all rights and obligations of the Parties shall in all respects be
governed by and construed in accordance with the laws of the State of Indiana without regard to
its conflicts of laws principles.
Section 13 — Survivability
Unless specifically noted to the contrary, the Parties agree that the representation and
warranties set forth in this Agreement shall survive for a period of one year beyond the
applicable statute of limitations for any specified claim.
Section 14 — No Third Party Benefit
This Agreement is not intended to inure to the benefit of any third party, against whom
the Parties reserve any and all rights, claims and defenses.
Section 15 — Counterparts
This Agreement may be executed in counterparts, all of which shall be deemed originals.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WI IEREOF, the City and Bosch through their duly authorized representatives
signed this Agreement intending to be fully bound thereby el7ective December 31, 2012.
CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS
Gary A. Gilot, President Date
Michael Mccham, Member
Donald E. Inks, Member
Date
Date
Mark Neal, Member Date
Kathryn Roos, Member
Date
Linda M. Martin, Clerk Date
ROBERT BOSCH LLC AS SUCCESSOR TO ROBERT BOSCII CORPORATION
Werner Slruih Date
Chairman of the Board
Maximiliane Straub
Chief Financial Officer & Executive
Vice President — Finance, Controlling &
Administration
Date
IN WITNESS WHEREOF, the City and Bosch through their duly authorized representatives
signed this Agreement intending to be fully bound thereby effective December 31, 2012.
CITY OF SOUTH BEND, INDIANA BOARD OF PUBLIC WORKS
Gary A. Gil ot, President
Date
Michael Mecham, Member
Date
Donald E. Inks. Member
Date
Mark Neal, Member
Date
Kathryn Roos, Member
Date
Linda M. Martin, Clerk
Date
ROBERT BOSCII LLC AS SUCCESSOR TO ROBERT BOSCH CORPORATION
Werner Struth Date
Chairman of the Board
Maxims iane Straub
Chief Financial Officer & Executive
Vice President — Finance, Controlling &
Administration
Date
SCHEDULE, A
Kaley's 2^' Subdivision and Lots 76.77 and 76 in said Kaley's 1" Subdivision, a distance of 274 00 feel to
.� the place of beginning.
PnR_ CEl C2 A parcel of land being a pan of Southwest Quarter of Section 3, Tow -)ship 57 No,111 gape
2 Easl, Portage Township. City of SOUtn Be nd, Indiana and being more particularly describud as fo'fows:
Beginning at the Northeast turner of Lot 73 Kaley's i" Subdivision as shown In the Uhrco of the Recorder
of SL Joseph County, Indiana; thunce Suulh 0D'00'o0' WesL a distance of 270.28 feet to the Southeast
corner of Lot 32: thence Norh 89 ^54.05' West along the South line of Lots 32, 31 and 30, a distance of
130.00 feet to this Southwest corner or Lot 30 in sail Kaley's 1" Subdivision; thence North 00 °00'00- East
along the West line of Lols 30 and 75 in said Kaiey's 1" Subdivision, a distance or 270.28 feel 10 l;te
Northwest corner of said Lot 75: thence South e9.54'05' East along the North line of L nls 75, 7A and 73 in
said Kaley's 1" Subdivision, a distance of 130.00 Teel to the place of oeginning.
PARCFL D1: A parcel of land being a part or the Southwest Quarter or Section 3, Township 37 Krrh,
Range 2 East, Portage Township. City of South Bend, Indiana and being more particularly described as
follows
Beginning at the Northeast corner of Lot 147 Kaley's 2n0 Subdivision as shcwn in the Office of the
Recorder of St. Joseph County, Indiana; thence South 00'03'00- VJesl, a distance of G4.10 fact to the
Northeasterly right -of -way line of Washirglon Street; thence North 45.54'10- West a :ong said
Northeasterly righlwf -way line, a distance of 92.27 feel to the North line of Lot 148 in said Kaley's 2"0
Subdivision: thence South 89454'05' East along the North line of said Lots 148 and 147, a distance of
66.27 feet to the place of beginning.
PAP.CEL D2: A parcel of land being a part of Southwest Quarter or Section 3, Township 37 North, Range
2 Last. Portage Township, City of South Band, Indiana and being more particularly described as follows:
Beginning at ilia Northeast corner of Lot 24 Kalay's 1" Subdivision as shown In the Offire of the Recorder
of St. Joseph County, Indiana; thence South 00600'00' West, a distance of 126.00 feet :c the Southeast
corner of said Lot 24; :hence Nonh 69 654'05' West along the South line of Lo :s 24 and 25. a distance of
77.93 feral :o the Northeasterly right -ol -way line of Washington Street; thence North 45.54'10' West along
said Northeasterly right -of -way Isle, a distance of 72.50 feet to the West line of Lot 26 in said Kaley's 1''
Subdivision; thence Nudh D0600'00' Wesl along ale Wes: line of said Lot 26, a distance of 77.64 feet to
the No. thwesl corner of Lot 26: thence South 89454'05' East along The North line of Lots 28, 25 and 24, a
distance or 130.00 feel to the place of beginning.
PARCEL D3: A parcel of land being a part of the Northwest Quarter of Section 10, Township W North,
Range 2 East, Portage. Township, City of South Bend, Indiana and being more particularly described as
follow:';
Beginning at the Northeost corner of Lot 101 Subdivision of unpiatted land of the West end Subdivis:un as
shown in the Office of the Recorder of St. Joseph County, Indiana; thence South ob °00'00- West, a
distance of 61.38 feet to the Northeasterly right -of -way line of Washington Street: Ihencc North 45.54'13'
West along said Northeasterly tight -of -way line, 2 distance of 88.36 feel to lite North line or Lot 102 to said
Subdivision of unpialted land of West End Subdivision; thence South 89.54'OS' East along the North line
of said Lots 102 and 101, a distance of 63.46 feet to Ilse place of beginning.
PARC E' Lot 124 Kuley's 2"0 Subdivision as shown to the Office of the Recorder or St. Joseph County.
Indiana.
PARCEL FL A parcel of land being a pan of the %Nest half of the Soutltwesl Quarter of Seclicn 3,
Township 37 Noah, Range 2 East, City of South Bend, Portage Township, St. Joseph County, Indiana and
being more particularly described as fotlom: Commencing at the intersection of the Southwesterly right.
of-way line of Washington Street with the South line o' the Southwest Ouarier of Sactior 3; thence North
89054'D5" West along said South line. a distance of 402.31 feet to the Northeasterly right -ol -way line of
Chicago, South Shore and South Bend Railroad; thence North 64 °42'17' West along said Northeasterly
right- ol-way line a distance of 9.88 feel to the place or beginnirg; thence continuing North 64042'17' Vies:
along said Northeasterly right -of -way line. a distance of 354.97 leell. thence Soulh;26•09'48: Wes!. a
distance of 8.42 feet; thence South 63.50'12' East, a distance of 68.45 feel; thence South 48.59'S5' East.
a distance of 16.47 feet; thence South 31621"22' Earl. a distance of 25.33 feet thence South 69035,35'
East. a distance of 11.74 feet thence South 5939'23' East, a distance of 40.40 feel thence South
68956'55' East, a distance of 70.03 feet thence South 72 038'44' East, a distance of 101.25 feet; thence
South- 75'44'OD' East, a distance of 58.67 feet to the place of oeginning.
PARCEL F2: A parcel of land being a pan of the West Half of the Northwest Quarter of Section 10,
Township 37 North, Range 2 East, City of South Bend, Portage Township, St. Joseph County. Indiana and
being more particularly described as follows: Beginning at the intersection of the Southwesterly rignt-of-
way line or Washington Street with the SOVLh line of the Southwest Ounner of Section 3,, thence North
89 °54115' West along said South line, a distance of 394.59 feet to the Northeasterly nght -ot -way line of
Chicago, South Shore and South Bend Railroad; thence South 75044'00" Cast, a distance of 159.28 leet
thence South 80.26'38" East, a distance of 121.73 feel; thence North 86.12'49' EasL a distance of 169.66
feet to the Southwest" right- of-way, One of Washington Street; thence North 45 054'10- East along said
Southwesterly rghl -of -way line, a distance of 68.37 feel to the place of beginning.
NORTF PARKING AREA• A parcel of land being a pan of the West Half of file Soutrlwesl Quaver of
Section 3, Township 37 North, Range 2 Cast, Portage Township, St. Joseph County, Indiana and being
more particularly described as loliows:
Beginning at the intersection of the Notch right -of -way One of Berdix Drive and the East tight -of -way line of
'Goociland Avenue; Mence North 00.00'00' East along said East rghl -or-way One of Guadiand Avenue, e
distance of 352.95 feet; thence South 6904627" East a distance of 139.50 feet, thence South 00-29'11'
East, a distance cf 176.78 feel; thence South 89.07'43- East, a distance of 227.04 feet; thence along a
non - langenl to the left having a radius of 957.29 feet and having a central angle of 0326'41' and limited in
length by a chord which bears South 17 002'56' East. a distance of 57.54 feet: thence South 00.00'00 -
West, a distance of 127.60 feet to the North rghl -ol -way line Of 9endix Drive; :hence North 89.54'('5'
West, a distance of 484.89 Ice: to the place of beginning.
scfiH:uui.��: e
Schedule B
Lisling of Personal Prolwrty Assigned to City of South Bend
As Part of Lease Termination Agreement
Building 101:
185 Artopex panel mounted work stations with files and overhead storage
6 executive workstations
9 conference tables
Building 100:
118 Artopex panel mounted work stations with files and ovoracad storage
10 Steelcase panel mounted workstations
67 Sleokase freestanding workstations
5 executive workstations
3 electronic write boards
6 conference room tables
Kitchen in Building 100.
Walk -in freezer
Walk -in refrigerator
Reach -in freezer
Reach -in refrigerator
Deep fryer
Flat top grill with 4 burner range
Oven
Dishwasher
Meat slicer
Refrigerated sandwich making station.
Substation upgrade to electrical distribution system
North of Building 101:
All of Bosch's right, title and interest in and to, if any, the Building 101 Electrical Substation which
consists of a transformer totaled on a paved base outside of and to the north of Building 101.
North of Bendix Drive,.
All of Bosch's right, title and interest in and to, it any, the AEP Substation Electrical Distribution System
Upgrades to the north of Bendix Drive and an associated easement to service the electrical substation
sCIIEMULE..0
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