ࡱ> !` q[bjbj\\ 8>>[S , , , @ !!!8$"|"D@ K"""""$(*DDDD=DHK$-MhOlBK, `0$$"`0`0BK ""WKh2h2h2`0j " 8"Dh2`0Dh2h2IA  B"" "!0jADmK0KB:P41P(BP, B0*r`,h2h-<.$***BKBK1|***K`0`0`0`0@ @ D @ @ @ @ @  SUMMARY OF TERMS Property: Approximately 3.7 Acres of a 90 acre parcel of land, more commonly known as Armistead Pointe (the Property). Developer: Boo Williams Sportsplex, LLC ( Marcellus Boo Williams, Manager) Owner: City of Hampton (the City). Facility: A 130,000 square foot building comprised of eight (8) indoor multi-purpose AAU standard approved courts, seating for 4,000 spectators, a state-of-the-art indoor track, equipment storage, a snack shop, an equipment shop, and a fitness center with lockers, bathrooms, and showers for individuals and teams participating in events at the Facility. Project: Consists of two distinct elements: The Facility and Public Improvements. The Public Improvements include certain on-site and off-site infrastructure improvements to be constructed by the City to include tree clearing to within five (5) feet of the construction footprint of and access to the Facility, public access from North Armistead Avenue to the Property, a traffic signal modification on North Armistead Avenue at the intersection of Hampton Roads Center Parkway, and utilities infrastructure (which may include water, sewer, storm drainage, electricity, irrigation systems to a point within five (5) feet of the Facility or to the metering equipment whichever is farthest away), and a parking lot for 400 spaces with landscaping and lighting to serve the Facility. OUTLINE OF THE DEAL: The City will enter into a Development Agreement with Developer for the development and construction of the Facility. The City shall construct the proposed public access road from North Armistead Avenue to the Property, a traffic signal modification on North Armistead Avenue at the intersection of Hampton Roads Center Parkway and utilities, and a parking lot with landscaping and lighting to serve the Facility (the Public Improvements). The Developer will construct, maintain and operate the Facility subject to a ground lease between the Developer and the IDA. The City will convey the Property to the IDA in order to facilitate a long term ground lease (Ground Lease) between the IDA and the Developer for the operation of the Facility. The use of the Facility by the Citys Department of Parks and Recreation (Parks) will be effected through a Use Agreement between the Developer and the City. Additionally, Hampton residents and Hampton City Schools will have free limited use of the indoor track sunder the Use Agreement. The City will convey an easement to the Developer for the use and maintenance of the parking lot to be constructed by the City. The IDA shall assume no financial risk in the undertaking of the construction of the Facility and the Public Improvements. All financial obligations of the IDA, if any, with respect to the Development Agreement or the Ground Lease shall be assumed by the City under a Cooperation Agreement between the IDA and the City. SUMMARY OF THE LEGAL DOCUMENTS: THE DEVELOPMENT AGREEMENT The Parties: The City, the Developer and the IDA (signing only to acknowledge its consent to the transactions contemplated by the Development Agreement with respect to the conveyance of the Property and the execution of a Ground Lease and a Cooperation Agreement). Due Diligence: The Developer shall have a 30 day due diligence period after execution of the Development Agreement. Transfer Date: The City shall transfer the Property to the IDA after (i) the expiration of the Due Diligence Period, and (ii) the Developer has satisfied its pre-construction obligations and submissions to the City. The IDA shall then enter into the Ground Lease with the Developer. The City will convey to the Developer all necessary easements. City Responsibilities: The City shall initiate the preparation of the design for the Public Improvements upon the Developers (i) submission of a definitive building footprint, building plans, conceptual design and elevations of the Facility exterior and interior finishes for review and approval by the City, and (ii) submission of budget cost estimates for the Facility satisfactory to the City. Construction of the Public Improvements will be initiated and overseen by the City after the Developer has (i) obtained approved building plans, conceptual design and elevations (exterior and interior finishes) for the Facility; (ii) obtained all use permits and any necessary zoning approvals from the City; (iii) presented to the Citys Director of Risk Management certificates of insurance of all coverage as required under this Agreement; and (iv) presented evidence, satisfactory to the City Attorney, that the Developer has obtained sufficient financing to construct and complete the Facility satisfactory for the issuance of a final certificate(s) of occupancy by the City of Hampton. The City shall coordinate with the Developer or its designated contractor with respect to access to the Property during construction of the Facility. The City shall provide to the Developer, all studies, reports, information and other materials it has in its actual possession relating to the Property. The City shall prepare the deed and plat for the transfer of title to the Property to the IDA, the Ground Lease, the Cooperation Agreement, the Use Agreement and all easements. The City shall secure public financing for the Public Improvements in the FY07 Capital Improvements Plan. The City agrees to review and approve the site plan for the Project in accordance with City standards and guidelines and in cooperation with the Developer with respect to the building plans for the Facility. Developer Responsibilities: Prior to issuance of any land-disturbing or building permits, the Developer shall provide the City with respect to the Facility the followingtc "": To the Director of Planning and the City, for review and approval (i) a conceptual site plan; (ii) detailed building elevations (all elevations); (iii) detailed floor plans; and (iv) sample building materials, all of which shall comply with the Facility Design Criteria. For purposes of this Agreement, the Facility Design Criteria means the use of materials and design principles which comply with the Coliseum Central Design Guidelines as follows: (u) no use of metal buildings; (v) use of varying materials like split face block and metal panel corrugation to create texture;(w) incorporation of windows to enliven large blank areas on the building faade; (x) use of large canopies and awnings to create visible entrances; (y) use of color to delineate human scale and express the buildings structure; and (z) articulation of mass and proportion by differentiating the buildings base, middle and top. The foregoing items, once approved by the City and the Director of Planning of the City, shall be referred to as the Plans; To the City Attorney, for review and approval, certification by the Developer of a construction loan commitment or other financing for the Facility sufficient to cover the costs that the Developer will incur in completing the Facility, and in no event, less than the minimum amount of the Developers investment; To the Director of Risk Management, a certificate of insurance evidencing that the Developer has procured all insurance required hereunder; To the City Attorney, a certificate from the Virginia Board of Contractors or other evidence satisfactory to the City Attorney that the Developer or its designated Class A contractor is a registered contractor in good standing with the Virginia Board of Contractors; To the City Attorney, a written certification by the Developer that it has examined the Property and made all investigations it deems reasonably necessary for the performance of its duties hereunder; A predevelopment and development construction schedule, acceptable to the City Engineer, which includes a substantial completion date, and periodically update the same, for the Facility; and Such other documentation including plans and specifications, schematic drawings and renderings of the Facility as may reasonably be requested by the City to insure the orderly development of the Project. Project Completion Date: The Developer must commence construction of the Facility on or before 9 months from the date of expiration of the Due Diligence Period and expeditiously pursue completion of construction of the Facility not later than 24 months from the date of expiration of the Due Diligence Period. Insurance/Indemnity: The Developer will obtain insurance with coverage and in amounts already approved by the Citys Risk Management Administrator. The certificate of insurance shall name the City and the IDA as additional insureds. The Developer will indemnify the IDA and the City. Assignment:tc \l2 "Section 9.1 Assignment and Subletting. The Developer may assign its interest in the Development Agreement to an entity in which Marcellus Boo Williams is a general partner, managing member or owns more than 50% of the capital stock, provided that no such assignment shall relieve the Lessee of any liability hereunder. THE GROUND LEASE: Parties: The IDA and the Developer as Lessee. The City signs only to accept obligations which may be incurred by the IDA under the Ground Lease. Term: Fifty (50) years. Lessee may have the option to extend this Lease on the same terms and conditions for four (4) consecutive periods of ten (10) years each followed by one (1) period of nine (9) years (each such period being hereafter referred to as a Renewal Term and collectively as the Renewal Terms). Use: The Facility shall be used for basketball, volleyball, indoor track and recreational sports and other related programs and uses incidental and accessory thereto. Rent: One ($1.00) Dollar per annum. Taxes/Utilities: The Lessee pays all taxes including real estate and stormwater fees, and shall pay for all temporary and permanent connection fees for utilities and related service charges. Maintenance/Repair: The Lessee shall maintain and repair the Facility at its sole cost and expense. (The Lessee is liable and responsible for the day-to-day maintenance, repair and security of the parking lot under the Parking Easement). Operation of Facility: The normal operating hours for the Facility shall be 5:30 a.m. until 11:00 p.m. Monday through Sunday. Except for the Lessees tournaments and special events, the Facility shall not be opened beyond 11:00 p.m. without the prior written consent of the IDA Representative (The Assistant City Manager). The Lessee shall provide adequate security for the Facility and the parking lot. Facility Name: The Facility shall have the name Boo Williams in its title. The IDA, the City and the Lessee shall not change the name of the Facility without the written consent of the other party. The City shall have the right to retain all revenues generated by an approved name change. Event Advertising: All advertising for any game, tournament or other event shall not be misleading and shall include accurate information about the event, its time and admission fees. No sign will be allowed at the Facility which displays or advertises any alcoholic beverage or tobacco products. The use of the seal of the IDA or the City of Hampton or any logo of the IDA or the City of Hampton and its departments is prohibited unless otherwise approved in writing by legal counsel for the IDA and the City Attorney. Leasehold Mortgage: The Lessee shall have the right to mortgage its leasehold estate to a lender reasonably approved by the IDA. However, the IDA shall not subordinate or be required to subordinate or encumber its fee title to the Property. Insurance/Indemnity: The Lessee will obtain insurance with coverage and in amounts already approved by the Citys Risk Management Administrator. The certificate of insurance shall name the City and the IDA as additional insureds. The Lessee will indemnify the IDA and the City. Assignment and Subletting:tc \l2 "Section 9.1 Assignment and Subletting. Except as expressly otherwise provided in the Ground Lease pertaining to the Approved Financing, the Lessee shall not sell, assign or in any manner transfer the Ground Lease or any interest therein or the estate of the Lessee hereunder, or rent, sublet, sublease or underlet the Leased Premises or the Facility (or any portion thereof) as an entirety in a single transaction or a series of related transactions, without the prior written consent of the IDA first had and obtained in each case, which consent may be granted or withheld in the sole and absolute discretion of the IDA. Notwithstanding the limitation imposed above, the Lessee may assign its interest in the Ground Lease to an entity in which Marcellus Boo Williams is a general partner, managing member or owns more than 50% of the capital stock, provided that no such assignment shall relieve the Lessee of any liability hereunder. THE USE AGREEMENT: The Parties: Boo Williams as Facility Owner and the City of Hampton as the User. Term: For the term and any renewal term of the Ground Lease unless sooner terminated by the parties. Use of Facility by Parks : The Citys Department of Parks and Recreation (Parks) shall have the right to schedule the use of the Facility for a minimum of 20 hours per month during the months of April through December. The aforesaid hours shall be scheduled by Parks with the Facility Owner or its authorized representative at least 60 days in advance. During the months of January, February and March, Parks shall be given first priority on the use of the Facility for its Youth Basketball Program exclusive of Fridays, Saturdays and Sundays. Use of Indoor Track by Hampton Residents and Hampton City Schools: The Facility Owner shall make available the indoor track to Hampton Residents (over 18years of age or accompanied by an adult) for walking or jogging from 5:30 a.m. to 2:00 p.m. Monday through Friday at no cost to the resident (a minimal residence pass fee may be charged and the amount of the fee must be approved by the Assistant City Manager). Additionally, the indoor track shall be made available at no cost to Hampton City Schools for track practice only from October 1st to March 30th annually from 3:00 p.m. to 6:00 p.m. Monday through Friday except for those days where district meets have been previously scheduled. Any additional practices outside of the aforementioned dates and times may be scheduled with the Facility Owner on an as available basis. No track teams or its members may use the indoor track unless accompanied by a coach or assistant coach. Schools shall submit a practice schedule to the Facility Owner or its authorized representative at least ninety (90) days in advance of the track season. Rental Fees/Services for Parks: The Facility rental fee charged to the City shall be initially established at $25.00 per court per hour and $25.00 per hour for the indoor track for practice sessions only. The fee for the use of the indoor track for City sponsored special events or tournaments shall be initially established at $100 per hour. Said Facility rental fee shall include the use of the court(s), court preparation, post-event clean-up, security (if required), scoreboard, bench and timekeeper areas, locker rooms, bathrooms, parking lot and any Facility areas designated for use by the general public. The rental fee may be adjusted by the Facility Owner, in consultation with and with the approval of Parks, at the end of the first year following opening of the Facility, and thereafter on an annual basis within a time frame that shall not interfere with Parks completion of its programs. Said rental fee adjustment shall be limited to an amount reasonably necessary to cover documented operating expenses incurred by the Facility Owner as a result of Parks use of the Facility. Rental fees shall be billed by the Facility Owner to the City on a monthly basis. The City will pay rental fees no later than 30 business days after the receipt of an itemized invoice documenting the days and hours of usage. Special Rental Fees for Indoor Track for Hampton Residents and Schools. Subject to appropriation, the City agrees to pay the sum of $200,000 annually for the use of the indoor track by Hampton Residents and Hampton City Schools (the Special Track Rental Fee) under the terms and conditions outlined above. The first annual payment shall be paid in full on the Commencement Date and thereafter payable on or before the 1st day of July of each calendar year. The Special Track Rental Fee shall not be adjusted for a period of 10 years from the Commencement Date. At the expiration of the Initial Special Term, the Facility Owner may in consultation and with the approval of the City Council of the City of Hampton negotiate an adjustment of the Special Track Rental Fee for another term ranging from 1 to 10 years as approved by the City Council (the Renewal Special Term). Limited Responsibility: The City, to the extent permitted by law and without waiving its defense of sovereign immunity, agrees to assume responsibility for damages, whether accidental or otherwise, to the Facility, its grounds and equipment, beyond normal wear and tear, arising out of the Citys grossly negligent or willful acts or omissions, whether caused by the acts of the City, its officials, agents, employees or others for whom the City is legally liable (collectively and individually, the Citys Agent). However, the City shall not be responsible for any such damages caused by any spectator or person at a City sponsored program, game, tournament or event who is not the Citys Agent. No Assignment. Neither party shall assign or transfer any rights in this Use Agreement without the prior written approval of both parties. THE COOPERATION AGREEMENT The Parties: The IDA and the City of Hampton Citys Responsibilities: The City agrees to convey the Property to the IDA, without consideration. Subject to appropriation by City Council, the City agrees to take all actions reasonably necessary to raise and to grant to the IDA sufficient funds to perform and administer its obligations under the Development Agreement and the Ground Lease. Notwithstanding the foregoing, the City shall secure public financing for the Public Improvements as defined in the Development Agreement in the FY07 Capital Improvements Plan. Pursuant to the Development Agreement and the Ground Lease, the City agrees to grant all customary and required easements. The City shall grant the Developer a non-exclusive parking easement over the parking lot to be built by the City outlining maintenance and other obligations of the Developer thereunder. Annual Appropriations and Payments: The City pledges to the IDA, subject to appropriation by the City Council and the other limitations, to deliver to the IDA sufficient funds as and when required for the IDA to make timely payment of all amounts or costs that may be or have been incurred by the IDA under the Development Agreement and the Ground Lease. The City's pledge and all payments to be made pursuant thereto shall be subject to and are expressly conditioned upon funds being appropriated for such purpose by the City Council and shall not at any time constitute a legal obligation of the City with respect to the Development Agreement, the Ground Lease or for the payment of money. IDA Responsibilities: The IDA shall faithfully perform or cause to be performed its obligations under the Development Agreement and the Ground Lease and shall fully enforce its rights thereunder, and keep the City periodically informed as to the progress and operation of the Facility. The IDA and the City collectively and cooperatively shall provide or cause to be provided all personnel, consulting services, equipment and materials reasonably necessary to fulfill their obligations and exercise their rights under the Development Agreement, the Ground Lease (as applicable) and any related agreements. The IDA shall provide to the City, in form and substance and on a schedule acceptable to the City, reports on expenditures and progress with respect to undertaking and carrying out the responsibilities of the IDA hereunder, and under the Development Agreement and the Ground Lease. Upon the termination of the Development Agreement or the expiration or termination of the Ground Lease, as the case may be, the IDA agrees to convey the Property and the Facility to the City for the sum of $1.00 by Special Warranty Deed, free and clear of all liens and encumbrances and tenants in possession. Limited Liability of the IDA: It is the intent of the parties that this Agreement will not impose upon the IDA any responsibility other than that required to operate the Facility as Lessor as authorized by Virginia Code 15.2-4905.13. Accordingly, the IDA does not assume by these presence any responsibility or liability whatsoever except as specifically stated herein. Should any liability accrue to the IDA by reason of this Agreement which is not specifically addressed in this Agreement, the IDA will not be required to expend its funds derived from sources other than its allocable portion of any funds received from the City to discharge such liability.      4PQR  u 糥̛̌qcSK@hZBh\6B*phhZBh\65hZBh\65CJOJQJaJhZBhN5OJQJaJhZBh_5OJQJaJhZBhNOJQJaJhZBh\6CJOJQJaJhLOJQJaJhZBh\65OJQJaJhZBh CJOJQJaJhZBOJQJaJhZBh\6OJQJaJhZBh 5OJQJaJhZBh OJQJaJh#NehN5hN  g w I{| !b `gdZB`gd<$a$gd\6 & Fgd\6`gd\6gdZB$a$gdZB$a$gd#Ne[[l[p[u e g o ! % v w ,0GJ#3wz{|ۉ|og\hZBhZBB*phhaB*phhZBh\65B*phhZBha5B*phhZBhaB*phhZBhNCJOJQJaJhZBh\6OJQJaJhZBh\65>*OJQJaJhZBha5>*OJQJaJhZBhNB*ph hZBhahZBh\65hZBh\6B*ph hZBh\6hd$ !-B^abc赭m_N!hZBhjB*OJQJaJphhNB*OJQJaJph$hZBh\65B*OJQJaJph!hZBhaB*OJQJaJph!hZBh\6B*OJQJaJphhZBhZBB*phh\6B*phhZBh\6B*phhZBhNndB*phhaB*phhdhd5B*phhdB*phhZBhaB*phhZBha5B*phbc |} Y"# & Fgdm  & F gd'X  & F gd'X  & F gd<$a$gd*#$a$$a$gdZBc (-./dez}ŷxk^k^kPBkx^xhZBhN5OJQJaJhZBh<5OJQJaJhZBh_OJQJaJhZBh*#OJQJaJhZBh<OJQJaJhZBh*#5OJQJaJhZBhNOJQJaJhZBOJQJaJhZBhaOJQJaJhZBha5OJQJaJ$hZBha5B*OJQJaJph$hZBh#Ne5B*OJQJaJph'hZBhF5>*B*OJQJaJph}WXYP w"x"""#d$e$ %%%%p%s%ӄӄӄzpfYzhZBh)eB*RHphh)eB*RHphhdB*RHphhmB*RHphhmhZBh'XRHhZBh'XB*ph(jhZBh'X>*B*RHUphhZBh'XB*RHphhZBh'X5hZBh'XB*ph hZBh'X hZBh<hZBhFB*phhZBh<B*phhZBh<5"#e$s%;&&''((*s+++,,Y-\-..*.+...//$a$  & F gd$a$gdV$a$gd'X $ & Fa$gdms%:&;&&&&&&&&&&'''''w((((()){q{dWIWhZBhF5OJQJaJhZBhFOJQJaJhZBh'XOJQJaJhmOJQJaJhZBhOJQJaJhZBh5OJQJaJhZBh,5OJQJaJhZBh'X5OJQJaJhZBh<OJQJRHaJhZBh'XOJQJRHaJhmh'XRHhZBh/@RH hdRHhZBh+RH hmRHhZBh'XRH))*(*)*W*X*Y*g***r+s+++++++,,#,4,5,,,[-\-ܷuuuhYMYMYuhmKHOJQJaJhZBhFKHOJQJaJhZBh!$QOJQJaJhZBhOJQJaJhZBh5OJQJaJhZBh'X5OJQJaJhZBhVB*ph hZBh hZBhVhZBhVKHhZBhV5KHjhZBhV5KHUhZBhV5KHhZBhFOJQJaJhZBh,OJQJaJ\-`-... . . .'.(.).*.+.0.:.<.M.Q......///////m0ɻ׮ɓxj]jPhZBhOJQJaJhZBhC}OJQJaJhZBh>TH5OJQJaJhZBh,OJQJaJhZBh#Ne>*OJQJaJhZBh,5OJQJaJhZBhVOJQJaJhZBhOJQJaJhZBh*#5OJQJaJhZBh#Ne5OJQJaJhZBhNOJQJaJhZBh#NeOJQJaJhZBhN5OJQJaJm0n000!1t1u1v1111112#2A2a22222>3S3T3U33344´ܤܚ܍}obThZBh,5OJQJaJhZBh!$QOJQJaJhZBhos OJQJ\aJhZBhos 5OJQJ\aJhZBh%fOJQJaJhdOJQJaJhZBhos 56OJQJaJhZBhos 5OJQJaJhZBh>THOJQJaJhZBh,OJQJaJhZBhos OJQJaJhZBh#NeOJQJaJhIOJQJaJ/v1244566:::::::::::  & F gdV$a$gd, $1$a$gd `0p@ 1$gdos $ `0p@ 1$a$gdI $1$a$gd>TH440515C5R555556666666E9:::::::ŷ淭}umbTGhZBhC}OJQJaJhZBh5OJQJaJhZBhjB*phhjB*phh/@B*phhZBhVB*phhZBhVKHhZBhV5KHjhZBhV5KHUhZBhV5KHhZBh,5OJQJaJhZBh>THOJQJaJhdOJQJaJhIOJQJaJhZBh,OJQJaJhZBhOJQJaJ::::::::[;==? ?AA4DFFkJlJ#$ 508@ P !$a$gda$ `0p@ a$gd$W $a$gd%f$a$gdV  & F gdV:::::::::::[;j;t;u;;;<6<M<h<<<<<_=}=~====>???ʽ声wlwbwbh$OJQJaJh$5OJQJaJhdOJQJaJhOJQJaJhd5OJQJaJhZBh/@OJQJaJhZBhOJQJaJhZBh$WOJQJaJhZBhiOJQJaJhZBhC}OJQJaJhZBhC}5OJQJaJhZBh5OJQJaJhZBhVOJQJaJ"????AAAAAABBBB4D8DNFgFFFGDGHHIjJkJlJͿͪͪ͝{qcqYqLhX# h)eOJQJaJh)eOJQJaJhX# hX# H*OJQJaJhX# OJQJaJh)e5OJQJaJhaOJQJaJhZBhaOJQJaJhZBh/@OJQJaJhIOJQJaJhX# 5OJQJaJhZBh$W5OJQJaJhZBh$WOJQJaJhZBh$OJQJaJh$OJQJaJh$h$H*OJQJaJlJJ'M(M)M7MMMMMMMMMMMNNN/NINVNyNͽڳyk^TG^:^hIh/@OJQJaJhIhIOJQJaJh/@OJQJaJhIhaOJQJaJhIhI5OJQJaJha5OJQJaJhIha5OJQJaJhZBh)eOJQJaJh)eOJQJaJhjOJQJaJhIOJQJaJhZBha5OJQJ\aJhZBhIOJQJaJhaOJQJaJhZBhaOJQJaJhZBha5OJQJaJlJ(M)MMMMMMMMMMMMMMMMMMMMMM$ p@@@a$gdI#$ 508@ P !$a$gdIMMMMMMNNyNzN!P"PWQXQTT1UqVWWX$a$gd/@$a$gd+ $1$a$gd+$ p@@@da$gd+gd+ $1$a$gdI$ p@@@a$gdIyNzNNNoOpO P!P"PgP{PPPPPPQ9QVQWQXQ|Q~QTT'T0U1UkVoVpVìì{mV,hIh+B*OJQJaJmHnHphuhIh+5OJQJaJ$hIh+5B*OJQJaJph!hIh+B*OJQJaJphhIh+OJQJaJ,hIhIB*OJQJaJmHnHphuh+OJQJaJhIOJQJaJhIh/@OJQJaJhIhaOJQJaJhIh/@5OJQJaJpVqVpWWWXXXXzY{YZ[[[\[^[_[a[b[d[e[g[h[k[l[o[p[q[ܴܜܑvrrnhQhNjhNUhmHnHuh=^jh=^UhN>*CJOJQJhIOJQJaJhIh+5OJQJaJhIha5OJQJaJhIh/@OJQJaJhIh+OJQJaJhIhaOJQJaJ,hIhaB*OJQJaJmHnHphuXX[[][^[`[a[c[d[f[g[i[j[k[l[m[n[o[p[q[$]a$d`^`$a$gdI$a$gda6 00PBP/ =!"#8$%8 "L@L Normal1$CJOJQJ_HhmH sH tH R@R Heading 1$$ H@&a$5CJOJQJDA@D Default Paragraph FontViV  Table Normal :V 44 la (k(No List <&< Footnote Reference4@4 Header  !4 @4 Footer  !.)@!. 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