HomeMy WebLinkAboutValley Mall, LLC - Easement Agreement Utilities ' f
Reserved for Recording Data
This instrument was prepared by
and after recording return to:
•
Daspin & Aument, LLP
227 West Monroe Street
Suite 3500
Chicago, IL 60606
Attention: James H. Marshall
EASEMENT AGREEMENT UTILITIES
THIS EASEMENT AGREEMENT ( "Agreement ") is made as of Jp j i xi
2014 by and between Valley Mall, L.L.C., a Delaware limited liability company ( "Grantor "), and City of
Yakima, a municipal corporation organized pursuant to the laws of the state of Washington ( "Grantee ").
RECITALS
A. Grantor is the ;owner of that certain tract of land legally described on Exhibit A attached
hereto and made a part hereof, and depicted on the site plan attached hereto and made a part hereof as
Exhibit B and is the owner of any buildings and improvements thereon (said tract together with the
buildings and improvements thereon, if any, is sometimes hereinafter collectively referred to as the
"Property").
B. Grantee desires to receive from Grantor and Grantor is willing to grant to Grantee a non -
exclusive easement over, across, upon and under that portion of the Property ( "Easement Area ") shown
on Exhibit B for the sole and exclusive purposes of constructing, installing, operating, maintaining,
repairing, reconstructing, replacing, removing and renewing a fiber optic cabling network for the purpose
of emergency /9 -1 -1 services i(collectively, the "Facilities"), upon and subject to the conditions and
limitations herein contained.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor and Grantee hereby agree as follows:
1. Easement Grant. Subject to the conditions and limitations herein contained, Grantor
hereby grants to Grantee a non- exclusive easement over, across, upon and under the Easement Area for
the sole and exclusive purposes of constructing, installing, operating, maintaining, repairing,
reconstructing, replacing, removing and renewing the Facilities, together with the right of access to the
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Easement Area and areas adjacent thereto as may be reasonably and temporarily necessary for purposes
of constructing, installing, operating, maintaining, repairing, reconstructing, replacing, removing and
renewing the Facilities.
2. Exercise of Easement Rights. Grantee shall pay all costs and expenses of any nature
whatsoever relating to the exercise of the easement rights granted herein. Grantee and its contractors and
subcontractors shall be solely responsible for the transportation, safekeeping and storage of materials and
equipment used in the exercise of the easement rights granted herein, for the removal of waste and debris
resulting therefrom, and for the prompt repair of any damage caused by Grantee, its contractors and
subcontractors, to the Property,. The exercise of the easement rights granted herein shall be performed in
such a manner and at times so as not to interfere with any tenant or occupant of the Property or with work
being done at the Property or with any business being conducted at the Property. In the event the exercise
of the easement rights granted herein detrimentally affects the condition of the Property or any part
thereof, Grantee shall promptly restore the Property or any part thereof to its original condition including,
without limitation, any filling and compacting of all excavation, repaving of paved areas and replacement
of landscaping. Grantor reserves the right to promulgate reasonable rules and regulations regarding any
access by Grantee in the exercise of its easement rights granted herein, and Grantee shall comply with the
same.
3. Grantor's Responsibilities. Grantor will provide Grantee thirty (30) days prior written
notice of any construction or other work to be performed by or on behalf of Grantor that will interfere
with the Facilities. If any such work damages the Facilities, then the reasonable cost of repairing such
damage shall be borne by Grantor and shall be reimbursable by Grantor to Grantee within thirty (30) days
of receiving bills and invoices in detail reasonably satisfactory to Grantor. In addition to the foregoing,
Grantor will provide notice to Grantee of a transfer of Grantor's ownership.
4. Compliance with Laws; Maintenance. Grantee shall construct and install the Facilities in
a lien -free, good and workmanlike manner, in accordance with the plans therefor approved by Grantor,
and in compliance with all applicable laws and regulations regarding the Facilities, and Grantee shall
maintain the Facilities in good order, condition and repair, in compliance with all applicable laws and
regulations, and otherwise in a condition acceptable to Grantor.
5. Duration. The,, easements, covenants, conditions and restrictions contained herein shall be
perpetual and shall create mutual benefits and covenants running with the land, and shall be binding upon
and inure to the benefit of Grantor and , Grantee and their respective successors and assigns; provided,
however, in the event Grantee ceases to use, maintain and/or repair the Facilities for a period of one year,
then the Facilities shall be removed by Grantee within a reasonable time, and this easement shall
terminate, without further act of the parties. Under said condition, Grantee shall execute such documents
as Grantor may reasonably require to evidence such termination.
6. Insurance. Grantee shall obtain, at its sole cost and expense, and maintain during the
term hereof, commercial general liability insurance with a combined single limit of not less than
$3,000,000.00 on an occurrence basis, which policy or policies shall:
(a) be written by solvent insurance companies authorized to do business in the State
of Washington;
(b) provide that such policy of policies may not be canceled by the insurer without
first giving Grantor at least thirty (30) days prior written notice;
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(c) include contractual liability coverage insuring Grantee's indemnity obligations
provided for he rein; and
(d) Grantor will be listed as an additional insured under the commercial general
liability insurance required under this Agreement.
7. Prior to commencement of Grantee's construction operations, Grantee shall obtain, at its
sole cost and expense, and maintain during the performance of Grantee's construction operations, workers
compensation insurance covering all persons directly employed by Grantee in connection with Grantee's
construction operations and with respect to which death or injury claims could be asserted against
Grantor, Grantee, the Property or any interest therein as required by applicable laws and regulations.
Grantee shall deliver a binder of all such policies of insurance to Grantor prior to commencement of
Grantee's construction operations and upon demand.
8. A certificate of insurance will be issued to Grantor as evidence of insurance required
under Sections 6 and 7 of this Agreement.
9. Indemnification. Grantee shall defend, indemnify and hold harmless Grantor from and
against all claims, damages, liabilities and expenses (including reasonable attorneys' fees, court costs and
expenses) which are incurred by Grantor in connection with loss of life, personal injury and/or property
damage arising from exercise'; of the easement rights granted herein, except to the extent caused by the
negligence of Grantor. With respect to any indemnification provided herein, Grantee shall immediately
respond and take over the expense, defense and investigation of all claims arising under this indemnity.
10. Rights Reserved. The easements herein granted are and shall be expressly subject to any
easements and right -of -way already existing or created by Grantor in, over, upon and across the Easement
Area, and Grantor reserves and retains the right to convey similar rights -of -way and easements to such
other persons or entities as Grantor may deem proper for any purpose which does not materially interfere
with or prevent the use by Grantee of the easements herein granted. Grantor reserves and shall continue
to enjoy the use of the Property for any purpose which does not materially interfere with or prevent the
use by Grantee of the easements herein granted, including the right to locate and relocate buildings,
driveways, parking areas and other improvements to be located upon the Property.
11. Relocation of Easements. Grantor reserves the right at any time and from time to time to
relocate all or a portion of the easements granted by Grantor herein, provided that the easements so
relocated will be of substantially equivalent usefulness to Grantee for the purposes stated in this
Agreement. Said relocation shall be accomplished at the sole cost of Grantor and shall be coordinated
with the Grantee to avoid service disruption.
12. No Public Dedication. Nothing herein contained shall be deemed to be a grant or
dedication of any portion of the Property to or for the general public or for any public purposes
whatsoever, it being the intention of the parties that this Agreement shall be strictly limited to and for the
purposes herein expressed.
13. Entire Agreement. This Agreement may not be amended or modified in any respect
whatsoever except by an instrument in writing signed by all parties to this Agreement, which is recorded
in the office of the Recorder of Deeds of Yakima County, Washington. This Agreement constitutes the
entire agreement between the parties with respect to the matters set forth herein and supersedes all prior
negotiations, discussions, writings and agreements between them in connection therewith.
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14. Governing Law and Venue. This Agreement shall be governed by and construed in
accordance with the laws of the, State of Washington. If any dispute shall arise concerning this
Agreement, then such dispute shall be decided in a court of competent jurisdiction in Yakima County,
Washington.
15. Partial Invalidity. I Should any one or more of the provisions of this Agreement be
determined to be invalid, unlawful or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby
unless as a result the purpose and intent of this Agreement shall thereby be substantially and essentially
impaired. In such event, the parties shall diligently proceed to revise this Agreement in order to
rememorialize,such purpose and intent.
16. Attorneys' Fees. In the event of any controversy, claim or dispute relating to this
Agreement, the prevailing party in a non - appealable judicial resolution of such controversy, claim or
dispute shall be entitled to recover from the losing party reasonable expenses, attorneys' fees and costs.
17. Mechanic's Liens. 'In the exercise of the easement rights granted herein, Grantee shall not
permit or suffer any mechanic's liens claims to be filed or otherwise asserted against the Property, and
shall promptly' discharge the same, in case of the filing of any claims for liens or proceedings for the
enforcement thereof.
18. d Notices. Any notice required or permitted to be given by any party upon the other shall
be given by certified mail, return receipt requested, by nationally recognized overnight courier, or by
personal delivery addressed as follows:
If to Grantee: Yakima County 911
200 S. 3r Street
Yakima, WA 98901
Attention: Brad Coughenour, 911 Director
Facsimile Number: (509) 576 -6555
If to Grantor: Valley Mall, L.L.C.
c/o CenterCal Properties, LLC
1600 East Franklin Avenue
El Segundo, CA 9024.5
Attention: Jean Paul Wardy
and a copy to: Daspin & Aument, LLP
227 West Monroe Street
Suite 3500
Chicago, IL 60606
Attention: James H. Marshall
All notices shall be deemed given three (3) business days following deposit in the United States
mail with respect to certified or registered letters, one (1) business day following deposit if delivered to an
overnight courier guaranteeing net day delivery and on the same day if sent by personal delivery.
Attorneys for each party shall be authorized to give notices for each such party. Any party may change its
address for theservice of notice by giving written notice of such change to the other party, in any manner
above specified.
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19. Counterparts. This Agreement may be executed in any number of counterparts, each of
� g Y Y �
which shall be deemed an original, but all of which together shall constitute one and the same instrument.
20. Miscellaneous. Whenever a transfer occurs in the ownership of the Property or part
thereof, the transferor shall have no further liability for breach of covenant occurring thereafter as to such
land or easement which has been transferred. Grantee agrees to look solely to the interest of the owner of
the Property for the recovery of any judgment from such owner, it being agreed that neither the owner of
the Property', nor its partners, directors, officers, members, managers or shareholders shall ever be
personally liable for such judgment.
[Signatures on following pages]
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100261.00005.22968465.5
IN WITNESS WHEREOF, Grantor and Grantee have caused this Agreement to be executed as of the day
and year first above written.
GRANTOR:
Valley Mall, L.L.C.,
a Delaware limited liability company
By: Northwest Retail Holdings, LLC,
a Delaware limited liability company
Its: Sole Member
By: VM CenterCal, LLC,
a Delaware limited liability company
Its: Member
By: CenterCal, LLC,
a Delaware limited liability company
Its: Sole Member
By: CenterCal Associates, LLC,
a Delaware limited liability company
Its: Ma . .• -r
By: Ni
Its: In
STATE OF CALIFORNIA )
COUNTY OF S A)61(0(.
OnSBP T 4 , 2014, before me, If4,i-) l/t A. ►v1/44)( Notary Public, personally
appeared _IVAN 7AU1, ' f 'J , who proved to me on the basis of satisfactory evidence to be the
person(8) whose name( is /ark', subscribed to the within instrument an_d acknowledged to me that
he /shelttley executed the same in his /her,'their authorized capacity('es), and that by his/her/Et-6T
signature(Won the instrument the person(skor the entity upon behalf of which the person(s)- acted,
executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
paragraph is true and correct.
WITNESS my nd and official seal.
Signature VIRG ROM
�' Commi ssion ACOSTA # 196 ONO
" ?•a - Notary Public - California z
z'� Los Angeles County
My Comm. Expires Dec 9, 2D15
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100261.00005.22968465.5
GRANTEE:
CITY OF Y • KIMA,
a municip. / corporation or:: nized p uant to
the laws • "the state of Was I ington
0 11°
rJ'
Name: 1 V
ay
Its:
STATE OF WASHINGTON )
)SS.
COUNTY OF YAKIMA )
I HEREBY CERTIFY that on this day before me, an officer duly authorized in the state aforesaid
in the coutiqi aforesaid to take acknowledgments, personally appeared
Q(� /12-0( to � I known and known to be the person described in and who
execut the foregoing instrument as the J '( �i (/ . , • of Yakima, a municipal
corpora ' n organized pursuant to the laws of the ( .-to of Wash gton, and he severally acknowledged
before me thathe executed the same as such officer, that he was authorized so to do, and that such is the
act and deed of said municipal corporation.
Given under my hand and notarial seal this A_ day of_ .4 1 • , 2014.
(02Z
yP • q9 . / 2�24
p, '•� j' ' O Notary "' " blic
; My Comm. Expires : �cyl �l
0: October 25, 2014 : Zgly Commission Expires: '
7) • AUB1.�G, \`-
/''riiiiiiti' CITY CONTRACT NO- R r I .J
RESOLUTION NO: ti/e
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100261.00005.22968465.5
II
CONSENT OF MORTGAGEE
The undersigned, BANK IOF AMERICA, N.A., a national banking association, being the owner
and holder of that certain Loan Agreement dated October 25, 2013 (as now or hereafter increased,
amended, modified, supplemented, consolidated, replaced, substituted, extended and /or renewed, the
"Mortgage ") encumbering the Property, hereby executes this Agreement to acknowledge its consent to
the terms of the Agreement and to agree that the lien of the Mortgage will be subject to the terms of the
Agreement.
BANK OF AMERICA, N.A.,
a nation bankint association,
By: _ __
Name: .—
Its: gvP
STATE OF ,A40.0 I )
) SS.
COUNTY OF N.1 )
I, ____atcfLat „o , MrA1)1??) , a Notary Public in and for said ount in the State
aforesaid, DO HEREBY CERTIFY THAT rPS3 f S . � , •p,� , the
< e-n►t,( �(►r! �1
Q (PSG p-ac. of BANK OF AMERICA, N.A., a national banking association,
personally known to nip to be the same person whose name is subscribed to the foregoing instrument as
suchJ s . &,i.? (appeared before me this day in person and acknowledged that he signed and
delivered the said instrument as his own free and voluntary act; and as the free and voluntary act of said
bank for the uses and purposes therein set forth.
Given under my hand and notarial seal this t day of , i, , 2014.
,
,ejk � . b1_1
Notary Public
Notary Public `l
State te of of Washington My Commission Expires: t U�a ) b
STEPHANIE ® P. ANZO
MY COMMISSION EXPIRES
October 10, 2017
II I
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100261.00005.22968465.5
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
PARCEL A
That portion of the South 1/2 of Section 32, Township 13 North, Range 19, E.W.M., described as follows:
Beginning at a point on the South line of said subdivision 423.71 feet East of the South quarter corner of
said subdivision, hereafter to be referred to as Point "A "; thence Westerly along said subdivision to an
intersection with the Southeasterly extended Northeasterly margin of South First Street (Primary State
Highway No. 3), now known as Main Street; thence North 38 °07'45" West along said Northeasterly
margin 38.14 feet to the intersection of said Northeasterly margin with the North margin of County Road
(now known as Valley Mall Boulevard); thence North 38 °07'45" West along said Northeasterly margin
346.57 feet to the true point of beginning of this description; thence North 51 °52'15" East 1008 feet;
thence South 38 °07'45" East 270 feet; thence South 51 °52'15'' West 114.3 feet; thence South 38 °07'45"
East 251.29 feet, more or less, to a line which bears North 00 "01'30" East from Point "A ", which line is
also 2.8 feet West of and parallel with the most Westerly anchors of the theatre screen as the same existed
on November 1962; thence North 00 °01'30" East along said line 828.67 feet, more or less, to the
South line of the North 60 feet of the Southwest 1/4 of the Southeast 1/4 of said Section 32; thence South
89 °46'15" East along said South line 724.60 feet, more or less, to the Westerly margin of Rudkin Road;
thence Northerly along said Westerly margin 60 feet to the North line of the Southwest 1/4 of the
Southeast 1/4 of said Section 32; thence North 89 °46'15" West along said North line 1152.05 feet, more
or less, to the Southeast corner of the Northeast 1/4 of the Southwest 1/4 of said Section 32; thence North
00 °09' West along the Easterly line of said Northeast 1/4 of the Southwest 1/4 of said Section 32 a
distance of 530 feet; thence North 89 °57'15" West parallel with the Southerly line of said Northeast 1/4 of
the Southwest 1/4, 1123.01 feet; thence South 00 °16'30" West 714.32 feet; thence South 88 °18' West
132.8 feet to the Northeasterly margin of said South First Street, now known as Main Street; thence South
38 °07'45" East 1073.93 feet to the true point of beginning.
EXCEPT that 'portion granted to the City of Union Gap for right of way by Deeds, recorded under
Auditor's File Numbers 2487762 and 2470317;
Situated in Yakima County, State of Washington.
PARCEL B
That part of the South 1/2 of Section 32, Township 13 North., Range 19, E.W.M., described as follows:
Beginning at a point on the South line of said Section 32, a distance of 423.71 feet East of the South 1/4
corner of said section 32; thence North 0 °01'30" East on a line parallel with and 2.8 feet West of the most
Westerly anchors of the theatre screen as the same existed on November 30, 1962, a distance of 576.18
feet; thence South 0 °01'30" West 181.83 feet to the true point of beginning of this description thence
South 89 °23'30" West 302.28 feet; thence South 359.23 feet to the North margin of a county road over
the South 30 feet of said section 32; thence Westerly along the North margin of said county road 508.60
feet to the Northeasterly margin of South First Street (Primary State Highway No. 3), now known as Main
Street; thence North 38 °07'45" West along said Northeasterly margin 346.57 feet; thence North 51°52'15"
East 1,008 feet; thence South 38 °0,7'45" East 270 feet; thence South 51 °52'15" West 114.3 feet; thence
South 38 °07'45" East 251.29 feet, rnore or less, to a point which bears North 0 °01'30" East from the true
point of beginning; thence South 0 °01'30" West 52.67 feet to the true point of beginning;
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EXCEPT that portion described as follows;
Beginning at a point on the Northeasterly margin of said South First Street (Primary State Highway No.
3), now known as Main Street, 12346 feet North 38 °07'45" West of the intersection of said Northeasterly
margin with the South line of said section 32; thence North 38 °07'45" West 32 feet; thence North
51 °52'15" East 36 feet; thence South 38 °07'45" East 32 feet; hence South 51 °52'15" West 36 feet to the
point of beginning.
AND EXCEPT that portion conveyed to the City of Union Gap by Quit Claim Deed recorded April 5,
2001, under Auditor's File Number 7210217, described as follows:
That portion of the South V2 of Section 32, Township 13 North, Range 19 East, W.M., described
as follows:
BEGINNING at a point on the 'Northeasterly margin of First Street South (Primary State Highway No. 3),
30.00 North of the South line of said Section 32; thence North 38 °07'45" West along the Northeasterly
line of said First Street South 45.81 feet; thence South 66 °44'14" East 91.23 more or less to a point 30.00
feet North of the South line of said Section 32; thence South 89 °59'46" West parallel with the South line
of said Section 32 a distance of 55.53 feet to the POINT OF BEGINNING;
AND EXCEPT that portion conveyed to the City of Union Gap by instrument recorded November 24,
2009, under Auditor's File Number 17674500.
Situated in Yakima County, State of Washington.
PARCEL C
Those certain easements appurtenant only to Parcels A and B herein for a term of years for parking area,
common area, access, common building components, utilities and encroachments created and granted in
(i) the Declaration of Establishment of Restrictions and Covenants Affecting Land dated December 9,
1970, by and between South Circle Mall, a joint venture comprised of Rex Covey, Halvor Halvorson and
W. Gordon Kelley, and Sears, Roebuck and Co., a New York corporation, recorded April 7, 1971, in
Volume 796, Page 716, of Official Records, under Auditor's File Number 2246399, as supplemented by
an Agreement Supplementary Declaration of Establishment of Restrictions and Covenants Affecting Land
dated November 24, 1971, by 'and between Makad, Inc., a Nevada corporation, and Sears, Roebuck and
Co., recorded February 1, 1972, in Volume 827, Page 401, of Official Records, under Auditor's File
Number 2272950, and (ii) that certain Easement dated September 25, 1969, by and between Yakima
Theatres, Inc., a Washington corporation, and Rex Covey and Halvor Halvorson, a joint venture, and First
National Theatres, Inc., a Washington corporation, recorded October 16, 1970, in Volume 781, Page 593,
of Official Records, under Auditor's File Number 2232803, as amended by that certain Easement
Correction Agreement and Supplemental Easement dated March 15, 1971, by and between the above -
referenced parties, recorded April 7; 1971, in Volume 796, Page 702, of Official Records, under Auditor's
File Number 2246395, by that certain Amendment and Modification of Easement Agreement dated June
23, 1971, by and between Yakima heatres, Inc., Rex Covey, Halvor Halvorson and W. Gordon Kelley,
First National Theatres, Inc., and Makad, Inc., a Nevada corporation, recorded in Volume 806, Page 157,
of Official Records, under Auditor's File Number 2254749, and by that certain Easement Correction
Agreement and Supplemental Easement dated April 3, 1980, by and between Yakima Theatres, Inc.,
Emkay Development & Realty Company and First National Theatres, Inc., recorded under Auditor's File
Number 2581652, affecting the following described property:
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100261 00005 22968465 5
That portion of the South 1/2 of Section 32, Township 13 North, Range 19, E.W.M., in Yakima County,
Washington, described as follows:
Beginning at a point on the South line o said Section 32 distant 423.71 feet South 89 °38'15" East of the
South quarter corner of said Section 32; thence North 00 °01'30" East on a line parallel with and 2.8 feet
West of the most Westerly anchors of the theatre screen as the same existed on November 30, 1962, a
distance of 394.35 feet to the true' point of beginning of this description; thence South 89 °23'30" West
302.28 feet; thence South 35923 feet to the North margin of a County Road over the South 30.00 feet of
said Section 32; thence South 89 °38'15" East along the North margin of said County Road, 50.82 feet;
thence North 01°05' West 160.00 feet; thence along the arc of a curve to the right, having a radius of
150.00 feet through a central angle of 129°15'; thence South 51. °50' East 14.97 feet to a point which bears
South 00 °01'30" West from the true point of beginning; thence North 00 °01'30" East 91.28 feet to the true
point of beginning.
Situated in Yakima County, State of Washington.
PARCEL D
Lot 3 and 4 of the certain Short Plat recorded in Book 90 of Short Plats, Page 75, under Auditor's File
Number 2897287, records of Yakima County, Washington;
EXCEPT the North 208.72 feet of the West 208.72 feet of said Lot 3.
Situated in Yakima County, State of Washington.
PARCEL E
The North 208.72 feet of the West 208.72 feet of Lot 3 of that certain Short Plat recorded in Book 90 of
Short Plats, Page 75, under Auditor's File Number 2897287, records of Yakima County, Washington.
Situated in Yakima County, State of Washington.
A -1
100261 00005 22968465 5
EXHIBIT B
SITE PLAN
[See Site Plan on following page]
B -1
100261.00005.22968465.5
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