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Memo Minnehaha Oaks Association .';: . CITY OF HOP K I NS, MEMORANDUM DATE: September 16, 1993 TO: Honorable M~~~nd city council FROM: ,I., , Tom Harmen1ng, Commun1ty Development D1rector SUBJECT: MINNEHAHA OAKS ASSOCIATION - LOAN AGREEMENT I. Purpose of Discussion During the City Council's September 7 meeting a discussion was held on providing some type of relief to the Association/homeowners from the loan agreement in place. From this discussion the Council expressed an interest in altering the terms of the loan by eliminating the interest rate -- a principal only loan. . staff desires to discuss this approach in greater detail with the city Council and receive direction as to how this issue should be addressed. This memo contains the following information: 0 A description of how the current loan agreement would need to be amended to reflect a "principal only" arrangement 0 Brief discussion on legalities of amending loan agreement 0 Description of financial impacts of "principal only" loan arrangement II. Loan Agreement Amendment Requirements Three documents were signed as a part of the current loan arrangement: 0 Loan Agreement entered into between City, Minnehaha Oaks Association and four homeowners. . Honorable Mayor and City council Page 2 . 0 Promissory Note signed by the Association which promised payment to the city of the principal and interest amount. 0 Guaranty signed by the four homeowners which guaranteed payment of the loan if the Association was in default. Based upon discussions with the City Attorney, modifications would need to be made to the loan agreement and Promissory note in order to provide for a principal only loan. III. Legal Implications of Loan Agreement Amendment Based upon discussions with the City Attorney it does appear the City Council is within its legal bounds to amend the loan agreement as proposed. The city Attorney will be available during the city Council meeting to answer questions on this particular item. IV. Financial Implications of Loan Amendment The current terms of the loan provides for the $175,000 principal amount to be repaid over 15 years at 8% interest. . This results in an annual payment of $20,068.80 for a total of $301,032 over the fifteen year period. If the Council decides to forgive the interest charges, the city will reduce the payments made to it over the fifteen year period by $126,032. TH09153D . t . " . " , . , 1 . , . , LOAN AGREEMENT . ,tA This Agreement is made on the ~ day of November, , 1992 by and among the City of Hopkins, a municipal corporation ("City"), Minnehaha Oaks Association, a nonprofit corporation ("Association") and those homeowners who have signed ~nd otherwise executed this agreement, (collectively 'referred to as' "Homeowners "): RECITALS: 1. City is ,a municipal corporation created by Charter possessing all of the powers of a municipality. 2. Association is a nonprofit corporation composed of members residing on Hiawatha Avenue within the City. 3. Homeowners own and o~cupy certain single family . residences located on Hiawatha Avenue within the City and as such are members of the Association. 4. Pursuant to and in reliance upon a Special Assessment Agreement dated April 15, 1992, between City, Association and Homeowners, the City was induced to acquire certain undeveloped property lying adjacent to and west of - Hiawatha Avenue form Mark z. Jones II consisting of approximately l.54 acres of forested land which all parties desired be preserved for passive park and nature area purposes. 5. The City has expended the sum o f One Hundred Eighty-Five Thousand Dollars ($185,000.00) in the acquisition . .. , . . - ,. ,."_..<....~.., 1 , of said property and Association and Homeowners wish to reimburse City to the extent of the acquisition costs of One . Hundred Eighty-Five Thousand Dollars ($185,000.00). 6. The City acknowledges receipt of Ten Thousand Dollars ($10,000.00) paid to City by Association. 7. All parties desire that the terms of the Assessment Agreement dated April 15, 1992 be modified and adjusted to provide for payment by loan terms while retaining the rights of assessment by City for purposes of security in event of default in any of the terms of the Loan Agreement. NOW THEREFORE in consideration of the mutual benefits set forth. FA YMENT TERMS: 1. Association shall pay, to the City the sum of One Hundred Seventy-Five Thousand Dollars ($175,000.00) with . interest thereon at eight percent (8%) per annum payable in '" fifteen (15) equal annual payments of Twenty Thousand . Sixty-eight . and 80/100 Dollars ($20,068.80) commencing on \ . September 1, 1993 and on the first day of each annual - anniversary date thereafter. Such annual payments shall be - inclusive of and applied first upon the accumulated interest ! and thereafter upon the principal balance remaining. Said interest on the principal balance shall commence on November I 1, 1992. ! 2. .Association may prepay the principal balance in ! ~ in partial prepayment of. not less than Five Thousand ! full or , ~ Dollars ($5,000.00) at ~ts option without penalty. . :j 1 -2- i , . 'I I ! ! ~~"'~><""V,...~""~""'''''"'U ,.,< .1 . . . , . . SECURITY PROVISION: . 1. Itis understood and agreed by all parties to this Agreement that the security of the City to enforce compliance , , ' with the installment payments due herein is the initiation of special assessment procedure in conformance with the terms of this, Agreement .which security sha~l rema~n in full force and effect applicable to all of the parcels described in Exhibit A (attached) until receipt of final payment by the City or upon lease "from said assessment of one or more such parcels at the option of ,the City. 2. The Association shall be obliged to collect and receive payments from its members who are or shall become parties to this ' Agreement .or from such other sources available to the Association and ,pay such sums to the City as . provide for herein. .. 3. ,In . the event of a default in any of the terms and' conditions provided for in this Agreement and which remains uncured for a period of 20 ,days, the City at its option shall implement, spec;ial assessment proceedings and assess the delinquent balance, then due and payable to the City in equal - proportion against each of the properties described on Exhibit A. The resolution adopted by the City to levy such special assessment shall be certified to the Hennepin County . Auditor by November 30 for ~nclusion on the real estate tax statement of each such parcel for the year following the assessment certification. . .. -3- , . - - . ; , , . . . PAYMENT UPON DEFAULT: 1. The terms of the assessment thus levied upon and in . the amount of the default shall be for a term of one year with interest thereon at the rate of eight percent (Ht) per annum. 2. Prepayment terms . . following certificate of the assessment shall be as provided in Minnesota Statute 429 as follows: The homeowner of a property so assessed may at any time prior to certification of the assessment to the Hennepin county Auditor or prior to the first installment of the assessment to the County Auditor ., pay the whole of the assessment with interest accrued to the date of payment. No further interest shall be charged on the amount . assessed if the entire assessment is paid within 30 days from the adoption of the assessment. 3. In the event of default, the amount to be assessed . in addition to the delinquent installment shall be increased by additional costs, expenses and attorney fees incurred by the City which all parties agree shall be the sum of Five Hundred Dollars ($500.00) for each such assessment certification. 4. For purpose of illustration and example only, a ; .- 'J delinquency in the annual installment would be levied by . assessment and certified to Hennepin County pro rata (in . ' . equal amounts) upon the tax statement of each property owned ; by a homeowner who is a party to this Agreement includ~ng the ;'1 ! I amount provided for additional costs, expenses and attorney I fees. Thereafter, prepayment would be limited in the manner . :~ ~i provided in Paragraph 2. If the assessed amount matures ! I _,i . -4- jj . i , I i ---------------------- , 0 . . ' wi thout, payment, the City would have the option to commence . foreclosure proceedings and acquire the property in the manner provided by law. This Agreement contemplates the possibility that a subsequent purchaser would insist the pro rata share of the delinquent amount assessed against such a parcel be paid off in which event the City would furnish the homeowner a release from the assessment lien. Upon receipt . of the pro rated assessment, the property thus released would no longer be subject to the terms of this Agreement. WAIVER OF STATUTORY RIGHTS: In order to induce the City to rely, on voluntary repayment by Association and Homeowners as herein provided and utilize the assessment procedure only in the event of a . default in the payment of such" installments, each of the parties to this Agreement jointly and individually agree to waive all objections or irregularities regarding imposition of the assessment procedure outlined in this Agreement and ~ without limitation expressly include the following: . a. Waiver of right to a notice of assessment except and to the extent notice of such assessment is provided for in ,,0 this Agreement; b. Waiver of obligation to such assessment by the parties to be assessed; .' 0, c. Waiver of rights to appeal such assessment herein agreed to; d. Wa,iver of right to object to the assessment le,VY provided for in this Agreement upon any ground 'including but not limited to excessiveness of such . assessment. ... -5- , . . . . . . . . OBLIGATION OF ASSOCIATION: . 1. The Association shall be obliged to collect and receive payments from its members who are or shall become parties to this Agreement or from such other sources available to the Association and pay such sums to the City as provided for in this Agreement and to otherwise enforce individual compliance of its member Homeowners with all of the terms of this Agreement. Provided, however, the City may release one or more parcels from the lien of the assessment upon the mutual consent of all other Homeowners who are then parties to this Agreement. 2. It shall be the obligation of the Association to maintain and provide for inspection at reasonable times proper books and records disclosing the receipt and source of . all payments obtained by the Association. MISCELLANEOUS PROVISIONS: 1. The provisions of this Agreement shall govern over any other contrary term, condition or provision contained in ! any prior Agreement or understanding among the parties ;1 . whether expressed verbally or in writing. ! .- 2. This Agreement shall be binding upon and inure to . . the ,benefit as well as the obligation of all parties hereto, " . their successors, representatives and assigns including . without limitation any successor by purchase, transfer or I ! ! conveyance of anyone or more of the properties described on i , Exhibit A. . I ! .. -6- 'j ,..~ . . ",! -",. "1 t "i n.... . n__ ....... m..........._.._. ...-m.... m...~ . n. ....... .n ...n._u.............. ................_ ...n_ ... ...n..... ........... ..... ". .... ,. .. ~ IN WITNESS WHEREOF, the parties have caused this ~ Agreement to be executed on the day and year first above written. CIT"! OF HOPKINS l' . ~ By .~~~l 0"--/ ~-'(J ::s_/Z~~ Its e~~ ~(JA"~ MINNEHAHA OAKS ASSOCIATION ~~ ' \ / By ,;; -'2/.'..1, / ( 7/? </'70 I'J IT: J., A I' Its?---":/J (,' ".<V./.~t'>'1 r .( - ' f;--) u~ ,,: ./J ~--- By .~,.".~ . /{jl~(?~'-?~ HOMEOWNERS <-/ }'.s. - Q!.-t ~A.hL~~'-' t..2- '-, .. :, . ' . .' ,', f/ I .l ' . patricia Isaak, (Address) ... -7- . , , . , ,,.. 1.' .. ... .. -. . State of Minnesota) ) ss County of Hennepin)' . ~~ foregoing instrument was acknowledged before me this day.of }fJDV(.,.,..bA.r .' 1992 by N~(s",,,, Bf~ and S-hlV Ct1 M;...I keo. the M~~tJr and (,:f, M M(). ~ (' of the City of Ho kins, a municipal corporation under the laws of Minnesota, on behalf of the City. . .~~;~ Notary Publi ' - State of Minnesota) e'<~' Patricia 1. Gisborne , ) Ss~'''1 NOTARY PUBLIC. MINNESOTA ~~.>!. HENNEPIN COUNTY County of Hennepin )?';::':, My commission expires 8-1-93 instrument was a c,~dged before~ this , 1992 b I YrY" C frl ('IV ' .. and he . e (.d.....i. 14-7- _ and of Minnehaha Oaks ~ Associat r-f~~nder the laws of Minnesota let. 1 8i' DEB01lA11 A. McGOWAN - ~ ~ ' ,,' NOTARY PUBUC - MINNESOTA Q. Ofh , " HENNEPIN COUNTY ."" My CII11I1lIaaIoa expires 12-1-93 Notary Public v State of Minnesota) ) ss County of Hennepin) The, foregoing instrument was acknowledged before 'me this ;)..1-r~ day ,of I1cl.7e'......./.t-e......- , 1992 by Marie McNeff and Larry McNeff. 'Ii ;, '~ ! >,j . 1 1 - -8- · '1 , . <'1 ,I ,:1 .. ""; :~t <I .. , . . . . . . 'state of Minnesota) ) as County of Hennepin) - Th~foregOing instrument was acknowledged before me this ~ day of '-1\,~ baJt, , 1992 by Malora Carlson and Joey Carlson. e -> /) dJrRnJ C[/ 'f!L W ~JG-/\- ,~~~,..\ DEBORAH A., McCOU/>;!\' . :~;, NOTARY PUBUC - MINNESOTA i , :; HENNEPIN COUNTY ) Notary P~blic '~'.." My commlsslon expires 12.1.93 t ~ State of k!nne!ib"t:'aj-\ ) as COunty of Hennepin) The foregoing instrument was acknowledged before me this .;;21 rt., day of q~ , 1992 by Irene Ibsen and Kenneth Ibsen. ~~~:!/J~? State of Minnesota) \~bliC . . ) ss County of Hennepin) The foregoing . instrument was acknowledged before me this day of , 1992 by Patricia Isaak and Vernon Isaak. Notary Public State of Minnesota) ) ss. County of Hennepin) , - The foregoing instrument was acknowledged before me this ~ 5- day of M,;,'(2' ~b'" 7.- , 1992 by Edward Strom. <'O,7;.....1"'->;~<<r- z;;: r.: Y'- '1J,5"'~ '( '1f ~\, ' e ) y-' u ie . .. -9- .. . : " .' . . , .. ";" EXHIBIT A . 1. Marie McNeff and Larry'McNeff, 413 Hiawatha Avenue, Hopkins, Minnesota: Tract A Registered Land Survey No. #825 2. Patricia Isaak and Vernon Isaak, 434 Hiawatha Avenue, Hopkins, Minnesota: Lot 12, Block, 1, Minnehaha Oaks 3. Malara Carlson and Joey Carlson, 435 Hiawatha Avenue, Hopkins, Minnesota: Tract A Registered Land Survey #362 . 4. Edward Strom, 505 Hiawatha Avenue, ,Hopkins, Minnesota: That part of Lots 2, 3 and 4 lying south of the.' line running east at right angles from the west line of Lot 2 at a point distant 90 feet south from the northwest corner thereof and . north of a ' line running east at rightangles from the west line of Lot 3 at a point distant 50 feet south from the northwest corner thereof Lots 2, 3 and 4, Block 1, Minnehaha Oaks 5. Irene Ibsen and Kenneth Ibsen, 511 Hiawatha Avenue, Hopkins, Minnesota: That Part of Lots 1, 2, 3 and 4 lying 90uthwesterly of creek south of a line running east at right angles from the west line of Lot 1 at a point distant 10 feet north from the most - southerly corner thereof and north of a line running east at right angles from the west line of Lot 2 at a point distant 90 feet south from the northwest corner thereof Block 1, Minnehaha Oaks , " . :! '! . I ! .. . ;1 "': '. , . ~ '~ i i ! ,,~~.~ -.....-., ------- -- - -------------- ,.,.~ =.~'-'~ '-,,~. ,. ~ - . PROMISSORY NOTE $175,000.00 Hopkins, Minnesota November 17, 1992 FOR VALUE RECEIVED, the undersigned MINNEHAHA OAKS ASSOCIATION, a nonprofit corporation ("Borrower"), hereby agrees and promises to pay to the order of CITY OF HOPKINS, a municipal corporation ("Holder") at 1010 First Street South, Hopkins, Minnesota 55343 or such other,place as Hold~r, or its assign ( s), may from time to time designate, the principal sum of One Hundred Seventy-five Thousand Dollars ($175,00.00) with interest at the rate of eight percent (8%) per annum from November 1, 1992 until this Note is fully paid. The principal of and interest on this Note are payable . in equal consecutive annual installments, as follows: 1. $20,068.80 each, with the first installment due on September 1, 1993 and subsequent installments on the first day of each and every annual anniversary date thereafter until paid in full. 2. All such installments shall be applied first to accrued interest and then to the principal balance outstanding. Full prepayment of principal or interest may.be made by Borrower at its option without penalty; partial prepayment of - not. less than Five Thousand Dollars ($5,000.00) may be made at the option of Borrower without penalty. . The Holder may at its option, upon 20 days' notice, declare an installment immediately due and payable for the entire unpaid principal hereof, plus accrued and unpaid . - . - - ~ ..1' . ; - - interest hereon, and any other amounts due and owing hereunder, upon or any time after the occurrence of any of '. the following events: 1. Any default upon the payments of or obligations under this Note; 2. Any default under the . terms or conditions of ,that certain Loan Agreement dated November 17, 1992 to which the Borrower is a party, or any default under any agreement, obligation, instrument, or undertaking related thereto. It is agreed that time is of the essence in the performance of this Note. Upon the occurrence of any event of default hereunder and if the Note is referred to any attorney for collection or any action at law or in equity is brought with respect hereto, Borrower shall pay Holder all.,reasonable expenses and . costs of collection, including, but limited not to, reasonable attorneys fees. Borrower, all guarantors, and all other persons liable for all or any part of the indebtedness evidenced by this Note severally waive presentment for payment, protest and notice of nonpayment and dishonor. From time to time, - without affecting the obligations of Borrower under this . Note, and without affecting the guarantee of any person, " corporation, or other entity for payment of the i~debtedness "! evidenced by this Note, and without giving notice to or ! obtaining the consent of Borrower or such guarantors, and , without liability on the party of Holder, Holder may, at its _.; I option, extend the time,for payment'of the sums due under . I I 'I '-2- I . ! . '____m~_.n~u " . - ~ 'this Note, accept a renewal of the Note, modify the terw.s and . times of payment of the indebtedness evidenced by this Note, join in any extension or subordination agreement, rcl~ease any security given herefor, take or release other or additional security, and agree in writing with Borrower to modifY the rate of interest or period of amortization of this Note or change the amount of the annual installments payable hereunder. . No delay or omission on the part of Holder in exercising any right hereunder shall operate as a waiver of such right or of any other remedy under this Note. A waiver on any one occasion shall note be construed as a bar to or waiver of any such right or remedy on a future occasion. The remedies of Holder, as provided herein and in the related . documents, shall be cumulative and concurrent and may be pursued singularly, successively, or together at the sole discretion of the Holder and may be exercised as often as the occasion therefore shall arise. MINNEHAHA OAKS ASSOCIATION By Its . ~ . ; .. . -3- f , i i t I , ..,"",~~ ,. I .' . .' ~, ~. . - GUARANTY . THIS GUARANTY, made and entered into this 17th day of November, 1992 by Marie McNeff, Larry McNeff, Malora Carlson, Joey Carlson, . Irene Ibsen, Kenneth Ibsen, Patricia Isaak, Vernon Isaak and. Edward Strom (lIGuarantorsll), to City of Hopkins, a municipal corporation ("Obligeell). , WITNESSETH WHEREAS, Minnehaha Oaks 'Association, a nonprofit corporation ( "0bligorll') hfis entered into a Lean Agreement dated November 17, 1992 (lIAgreementll) pursuant to the terms of which Obligee acquired certain land for the sum of One Hundred Seventy-five Thousand Dol.1,ars ($175,000.00) at the direction and . request of said Obligor and Guarantors in . exchange for a Promissory Note bearing even date herewith from Obligor in the principal amount of One Hundred ~ Seventy-five Thousand Dollars ($175,000.00) ( "Note" ),; and .-; . ;'1 WHEREAS, Guarantors are members of said Obligor; and 'i IT WHEREAS, in order to induce Obligee to accept the Note, and as security for the Note, the Guarantors have agreed ~o give this Guaranty. NOW, THEREFORE, in consideration of the foregoing, the Guarantors hereby agree and covenant with the Obligee as folloW's: 1. The Note is hereby made a part of this Guaranty by reference thereto with the same force and effect as if fully . set forth herein. I . i . ! ~~",,,,,,,,,,~"="'-"'".',,",-'''=''''''''''~'--------- . . ,,, .' . , 2. The Guarantor hereby unconditionally.and absolutely . guarantees to Obligee the due and prompt payment, and not just the collectability, of the principal and interest and all other indebtedness, if any, .on the Note and all costs incurred including reasonable attorney's fees, in enforcing the payment arid collection . of the Note ("Indebtedness Guaranteed") when due whether at maturity, by acceleration or otherwise all at the times and places and at the rates described in, and otherwise according to the terms of the Note. 3. The Guarantor hereby agrees that the Obligee may from time to time without notice to or consent of the Guarantor and upon such terms and conditions as the Obligee . may deem advisable without affecting this Guaranty (a) .release any maker, surety or other person liable for payment of all or any part of the Indebtedness Guaranteed; (b) make any agreement extending or otherwise altering the tme for or the terms of payment of all or any part of the Indebtedness Guaranteed; (c) modify, waive, compromise, release, subordinate, resort to, exercise or refrain from exercising any right the Obligee may have hereunder, under the Note; Cd) accept additional security or guarantees of any kind; (e) . endorse, transfer or assign the Note to any other party; (f) accept from Obligor or any other party partial payment or payments on account of the Indebtedness Guaranteed; (g) release, settle or compromise any claim of the Obligee . -2- . .' ,,, l . " : .... - ,- ' . against the Obligor, or against any other person, firm or . corporation whose obligation'is held by the Obligee as collateral security for the Indebtedness Guaranteed. 4. The Guarantor hereby unconditionally and absolutely waives (a) any obligation on the part of the Obligee to protect, secure or insure any of the security given for the payment of the Indebtedness Guaranteed; (b) the invalidity . or unenforceability of the Indebtedness Guaranteed; (c) ... notice of acceptance of this Guaranty by the Obligee; (d) notice of presentment, demand for payment, notice of nonperformance, protest, notices of protest and notices of dishonor, notice of nonpayment or partial payment; (e) notice of any defaults under the Note or in performance of any of the covenants ' and agreements contained therein given as .' security for the Note. 5. No right or remedy, herein conferred upon or reserved to the Obligee is intended to be exclusive of any . ~ other available remedy or remedies but each and every remedy '. ie- :\1 shall be cumulative and shall be in addition'to every other remedy given under this Guaranty or now or hereafter 'existing at law or in equity except to the extent that Obligee's remedy pursuant to this Guaranty shall be limited to and applied in equal proportion among the Guarantors. It is further understood that Obligee's remedy under this Guaranty shall be secondary to all other remedies 'of Obligee and pursued only in event of the inadequacy or unavailability of . the remedy of assessment. No waiver, amendmeht,release or ...... modification of this Guaranty shall be established by . -3-' . ~- . ~. _,__,,,,,,,"ljJ\1\ll~(iiW!imiijj~t,,,;r,,)i!;::\iili@";:;;;;!f:;';;.;; ;_~,~_,~,~'"~'"'_.'N_"________ c";.Ii< .. , . . , . ,'$ .. ~' . . . conduct, custom or course of dealing, but only by an instrument in writing duly executed by the Obligee. 6. This Guaranty is delivered in and made in and shall in all respects be construed pursuant to the laws of the State of Minnesota. 7. This Guaranty, and each and every part hereof, shall be binding upon the Guarantor and upon their successors, assigns, heirs and legal representatives and shall inure to the benefit of each and every future holder of the Note, including the successors and assigns of the Obligee. IN WI TNES'S WHEREOF, The Guarantors have executed their Guaranty as of the day and year first above written. . - .JJ--c-< ~ Irene Ibsen " f:{' )AAAn~hL -3,1~ . Kenn~th Ibsen ' Patricia Isaak '. ~ ia:;~ . , , Edwar ' trc , -4- . ........ ~~ rt\\E 'flt~ t-~ ,,- , :en ~-< '/f;,: U' e/.:---., "fJr~~" '" )' MINNEHAHA OAKS ASSOCIATION 413 Hiawatha Avenue Hopkins, MN 55343 612/933-1040 MINNEHAHA OAKS ASSOCIATION PROPOSAL RE: Parcel of approximately 1 acre known by City as "Hiawatha Oaks" under jurisdiction of "Hopkins Parks I;'>ept." To create a "Nature Trail Park" The Association proposes, with approval of the Park & RecreatiOri Board, and with some assistance from City Forester, to c"reate a loop trail within the limits of this wooded area. With trees, plants and other growth identified by small signs. These signs to provide information as to name, approximate age, height, etc. Trail could be used for leisurely, relaxing walks and for elemeh- tary school classes for instrfiction on native Minnesota floral , growth. ~ This property would then serve the community even more than for its present purely environmental purpose. In considering this, the Association requests that the Counsel consider reducing the principal balance of the Association's Payment Agreement, by the sum of $100,000, and also to cancel interest requirements on Agreement. The $100,000 could come from sale of City owned "pump property", in this way, no tax money would enter into transaction. The Association will continue its fund raising activities to pay the balance. Members are confident that this will be accomplished. -rr:;:--'A-'-"--~:--"~----- --- 6:}''':;.:'''i~.--'' "'.6"---.- -"P'" -.... -'---'--~-~~.._.,.~~-_.._._.-;'--~' ,.. Ik.:il~ ~:.-.q ,~~ C;_;!./'I.~,.".~...-~ F',--~" .',.......c..t...iL, {~ ,_j,;..,",._~t. (;:-~ /,~,,~... ...."',':--~.... -., 'i.\-~ A-~'" r--.:~(.""~"""'-~~" """". '''~,. .~~~~~.,.....'.;;:. f,X',,~ I!:, ',j ',.." ~. ...~_.........- l.i 't. ,.,,-. "..- &.r-r-" "".....-..?t.- ~,---." ~~"\ J.. .." r-- ;'.;" . ~r'!' 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