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HomeMy WebLinkAboutOrdinance No. 2015-18 (Title: An ordinance changing the prior zoning classification of a tract of land consisting of approximately 135.778 acres, located at 3801 FM 528, situated in the Sarah McKissick Survey, Abstract 549, as more specifically described in Exhibit "A" from PUD-Mixed Use as referenced in prior Ordinance No.'s 2004-13/2005-34, to a new PUD-Mixed Use project, the "Friendswood Town Center" as more fully described herein.) ORDINANCE NO. 2015-18 AN ORDINANCE AMENDING APPENDIX "C" "ZONING", OF THE CODE OF ORDINANCES OF THE CITY OF FRIENDSWOOD, TEXAS, SECTION 3, "PROVISION FOR OFFICIAL ZONING MAP", REZONING THE PROPERTY GENERALLY LOCATED AT 3801 FM 528, A TRACT OF LAND OF APPROXIMATELY 135.778 ACRES, SITUATED IN THE SARAH MCKISSICK SURVEY, ABSTRACT 549, MORE FULLY DESCRIBED IN EXHIBIT "A", INCORPORATED BY REFERENCE, FROM THE PRIOR DESIGNATION OF PLANNED UNIT DEVELOPMENT- MIXED USE, AS REFERENCED IN PRIOR ORDINANCE NO.'S 2004-13/2005-34, TO A NEW PLANNED UNIT DEVELOPMENT-MIXED USE, THE "FRIENDSWOOD TOWN CENTER", PURSUANT TO THE ATTACHED CONCEPTUAL SITE PLAN INCLUDED IN EXHIBIT `B", ALL AS MORE SPECIFICALLY PROVIDED HEREIN; PROVIDING FOR THE AMENDMENT OF THE OFFICIAL ZONING MAP; PROVIDING A PENALTY IN AN AMOUNT NOT TO EXCEED $2,000 FOR EACH DAY OF VIOLATION OF ANY PROVISION HEREOF; AND PROVIDING FOR SEVERABILITY. WHEREAS, Clear Creels Community Church, acting with the authorization of Wells Fargo Bank, National Association, (the "Owner") owner of real property generally located at 3801 FM 528 within the City, same now consisting of a 135.778 acre tract out in the Sarah McKissick Survey, Abstract 549, City of Friendswood, Harris County, Texas, more specifically described in Exhibit "A", including a Warranty Deed, survey, location map, zoning and aerial map, (the"Property"), has filed an application to rezone the property included in prior Ordinance No.'s 2004-13/2005-34, a Planned Unit Development — Mixed Use ("PUD-Mixed Use") to a new PUD-Mixed Use project,the"Friendswood Town Center", for the Property identified herein pursuant to the conceptual site plan and related documents attached hereto in Exhibit`B'; and WHEREAS, the Planning and Zoning Commission and the City Council conducted a joint public hearing to consider such application; and WHEREAS, the hearing was duly called as provided by the laws of the State of Texas and Appendix "C" of the Code of Ordinances of the City, ("Zoning Code"), and that in such hearing all persons attending were allowed to be heard on the question of whether or not to rezone the Property from PUD-Mixed Use to a new PUD-Mixed use project, the "Friendswood Town Center", as requested in the application and as further depicted in the conceptual site plan and related documents included in Exhibit "B", (specifically including the "Friendswood Town Center Planned Unit Development— PUD" with separate exhibits), to determine whether such rezoning would affect the health, safety, convenience, or general welfare of the citizens of Friendswood, and whether or not such change in zoning would violate the rights of any interested person; and WHEREAS,pursuant to the Zoning Code, Section 7. "Schedule of District Regulations," J. "Planned Unit Development, General Purpose and Description," paragraph 7.e.2, Owner has determined to submit a conceptual site plan at this time, (Option 2), a copy of which is included in the attached Exhibit"B" and incorporated by reference, an option that shall require the Owner to apply for site plan approval at a later date if the zone change to PUD is approved; and Ord 2015-18 2 WHEREAS, the Planning and Zoning Commission has filed its written report with City Council, which recommends denial of the application for rezoning of the subject Property based on the recommendation made on May 7, 2015; and WHEREAS, as a result of the said public hearing, the City Council hereby finds and determines that the proposed change in zoning classification and the rezoning of the Property would not be detrimental to the community, and is in conformance with the zoning ordinance; NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FRIENDSWOOD, STATE OF TEXAS: Section 1. The facts and matters set forth in the preamble of this Ordinance are hereby found to be true and correct, it being expressly understood that the City Council of Friendswood ("City Council') is relying upon the express representations of Owner appearing in the documents submitted for final approval, (specifically including those documents in Exhibits "A" and `B", (Exhibit "B" including the "Friendswood Town Center Planned Unit Development — PUD" with additional internal separate exhibits as reflected herein), and the representations made at the joint public hearing before the Planning and Zoning Commission and City Council to induce approval of the rezoning made the subject of this Ordinance. Section 2. The Friendswood City Code, Appendix C, "Zoning," Section 3, "Provision for Official Zoning Map," is hereby amended, rezoning the Property identified in the attached Exhibit"A", from PUD-Mixed Use, as referenced in Ordinance No. 2005-34, to a new PUD-Mixed Use, for the "Friendswood Town Center", for such purposes and conditions as depicted in Exhibits `B" (which includes the "Friendswood Town Center Planned Unit Development—PUD", with addition of separate internal exhibits, all of which are attached and incorporated by reference herein), for the Property now identified as a 135.778 acre tract out in the Sarah McKissick Survey, Abstract 549, City of Friendswood, Harris County, Texas, more specifically described in Exhibit "A" (which includes a Warranty Deed, survey, location map, zoning and aerial map), referenced therein, all of which are incorporated by reference), but otherwise consistent and subject to the current Zoning Code, and related conditions contained herein. This rezoning is specifically conditioned upon Owner's full compliance with Section 7. Ord 2015-18 3 "Schedule of District Regulations," J. "Planned Unit Development, General Purpose and Description,"paragraph 7.c.2 (Option 2). Section 3. The Official Zoning Map of the City of Friendswood shall be revised and amended to show the designation of the Property, as described and as provided in Section 2 above, with the appropriate reference thereon to the number and effective date of this Ordinance, and a brief description of the nature of the change. Section 4. This Ordinance shall in no manner amend, change, supplement or revise any provision of any ordinance of the City of Friendswood, save and except the change in zoning classification of said Property as conditioned and described above. Section 5. In the event any section, paragraph, subdivision, clause, phrase, provision, sentence, or part of this Ordinance or the application of the same to any person or circumstance shall for any reason be adjudged invalid or held unconstitutional by a court of competent jurisdiction, it shall not affect, impair, or invalidate this Ordinance as a whole or any part or provision hereof other than the part declared to be invalid or unconstitutional; and the City Council of the City of Friendswood, Texas, declares that it would have passed each and every part of the same notwithstanding the omission of any and every part of the same, notwithstanding the omission of any such pant thus declared to be invalid or unconstitutional, or whether there be one or more parts. Section 6. Any person who shall willfully, intentionally,or with criminal negligence violate any provision of this Ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof, shall be fined in an amount not to exceed $2,000.00. Each day of violation shall constitute a separate offense. PASSED AND APPROVED on first reading this 1st day of June,2015. PASSED, APPROVED, and ADOPTED on second and final reading this 13'x' day of July,2015. Kevin M.Hot nd Mayor Ord 2015-18 4 ATTEST: Melinda Welsh,TRMC City Secretary •'N�9 '• ... ... �Qom•' Ord 2015-18 5 EXHIBIT "A" Description of property located at 3801 FM 528: 1. Warranty Deed 2. Survey 3. Location map of the Property located at 3801 FM 528,Friendswood, Texas 4. Zoning map 5. Aerial map EXHIBIT `B" Conceptual Planned Unit Development: 1. Application 2. "Friendswood Town Center Planned Unit Development — PUD" (with addition of separate internal exhibits): Exhibit A—Land Use Plan Exhibit B—Friendswood Town Center Regulation Matrix Exhibit C—Conceptual Elevations Exhibit D -Conceptual Perspectives Exhibit E—Infrastructure Plan EXHIBIT "A" Description of property located at 3801 FM 528: 1. Warranty Deed 2. SLuvey 3. Location map of the Property located at 3801 FM 528,Friendswood, Texas 4. Zoning map 5. Aerial map 5 " 07-06.09 4839.539 When recorded,return to: �j�i4� 0tl929 54,00 J.Richard White,6sq, `/ ,7 Winstead PC 5400 Renaissance Tower /I ,T Street Dallas,Dallas,Texas 75270 NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE, FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER SUBSTITUTE TRUSTEE'S DEED AND BILL OF SALE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: {' COUNTY OF HARRIS § WHEREAS, on February 1, 2007, The Fails at Friendswood, LLC ("Mortgagor"), executed that certain Deed of Trust With Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing (as,heretofore modified, the "Deed of Trust"), recorded as Document No. 20070078691,Real Property Records,Harris County,Texas,as corrected by that certain Correction Agreement dated effective as of February 1,2007 and recorded as Document Number 20090257190, Real Property Records of Harris County, Texas, conveying certain real �) and personal property to Patrick J. Murphy, Trustee the ("Original Trustee"), for the benefit of Wells Fargo Bank,National Association, a national banking association("Mortgagee"), so as to secure the payment and performance of, among other things, that certain Promissory Note (together with any and all extensions,renewals,modifications,restatements and/or replacements t thereof, the "Note"),e"), dated February 1, 2007, executed by Mortgagor, payablc to the order of H Mortgagee,ht the original principal amount of$6,062,500.00;and WHEREAS, pursuant to the terms and conditions of the Deed of Trust, Mortgageo removed, without cause the Original Trustee and any previously appointed substitute trustees under the Deed of Trust, and did duly and regularly appoint, pursuant to that certain j Appointment of Substitute Trustee Willi Removal of Trustee and Instructions to Substitute Trustee, dated April 13, 2009, James Lloyd, Mark Glanowski, David'Staas, Kathryn Blackney and J. Richard White, individuals, as multiple Substitute Trustees (severally, a "Substitute Trustee" and collectively,the"Substitute Trustees"), each having the power and authority to act alone, without the necessity of the joinder of the other Substitute Trustees pursuant to the terms and conditions of the Deed'ofTrust;and WHEREAS,the Deed of Trust creates liens on,among other things, certain real property (the "land_")situated in Harris County,Texas,as more particularly described on Exhibit A hereto SUBSTITUTE TRUSTEE'S DEED AND Bit,[,OF SALE—Page l and 'creates a security interest in favor of Mortgagee in certain other collateral, as more particularly described on Exhibit B hereto, located upon all or any part of the Land (the "Other iCollateral")(the Land and Other Collateral are collectively,the"Mortgaged Property");and i WHEREAS, default has occurred in the payment and performance of the Note and the principal indebtedness evidenced by die Note has been properly accelerated, and such indebtedness is now due and payable but bas not been paid;and WHEREAS, Mortgagee, being the owner and holder of the Note, has requested and instructed the Substitute Trustee to enforce the terms and conditions of the Deed of Trust by advertising and selling the Mortgaged Property pursuant to and in accordance with the terms and ' conditions of the Deed of Trust;and WHEREAS,pursuant to and in accordance with the terms and conditions of the Deed of Trust, the Substitute Trustee sold the Mortgaged Property for cash at public auction at the area designated for such sales between the hours of 10:00 a.m. and 4;00 p.m. on Tuesday, July 7, 2009,after having duly given notice of the earliest time,place and terms of such sale,by posting written notice(the "Notico")at the Harris County courthouse door or other location as specified by applicable law, enactment or declaration,serving written notice on each debtor obligated to �a pay the indebtedness evidenced by the Note according to the records of Mortgagee,and by filing notice in the office of the County Clerk of Harris County, Texas, for a period of at least 21 consecutive calendar days prior to July 7, 2009, all in accordance with the terms and conditions 1d of the Deed of Trust and in compliance with the laws of the State of Texas;and . WHEREAS, at a public sale which commenced not earlier than the time specified in the Notice and not later than three hours after that time, the Substitute Trustee struck oft' the Mortgaged Property to Wells Fargo Bank,National Association, a national banking association i V("Purchase "), Purchaser being the highest cash bidder and otherwise in accordance with the requirements of the Deed of Trust for the Mortgaged Property; NOW, THEREFORE, by virtue of the power granted pursuant to the terms and conditions of the Deed of Trust, and for and in consideration of the payment of the sum bid by Ala the Purchaser,-the receipt, adequacy and sufficiency of which are hereby acknowledged, the �q undersigned Substitute Trustee, in accordance with the provisions of the Deed of Trust and applicable law, has GRANTED, SOLD, BARGAINED, TRANSFERRED, ASSIGNED, and CONVEYED, and by these presents does hereby GRANT, SELL, BARGAIN, TRANSFER, ASSIGN,and CONVEY, unto Purchaser tine Mortgaged Property; TO HAVE AND TO HOLD the Mortgaged Property,together with, all and singular, the benefits, rights, privileges, casoments; tenements, hereditaments, and appurtenances thereto in anywise belonging or appertaining to Purchaser and Purchaser's heirs, personal representatives, successors and assigns forever, and, for and on behalf of Mortgagor, and Mortgagor's heirs, personal representatives, successors, and assigns, Substitute Trustee does hereby bind Mortgagor, and Mortgagor's heirs, personal representatives, successors, and assigns, to WARRANT and FOREVER DEFEND, all and singular, the title to the Mortgaged Property (insofar as is authorized by the Deed of Trust) unto Purchaser and Purchaser's heirs, personal representatives, successors and assigns,against the claims of all persons whomsoever claiming, SUBSTII'U'CE TRUSTEE'S DEED AND BILL OF SALE—Page 2 I i or to claim, the same, or any part thereof, SUBJECT, HOWEVER, to all liens, exceptions to title, easements, restrictions and encumbrances affecting any of the Mortgaged Property or title thereto which are equal or prior to the liens and security interests created by the Deed of Trust. NEITI•IER THE SUBSTITUTE TRUSTEE, INDIVIDUALLY, NOR MORTGAGEE, AS THE OWNER AND HOLDER OF THE NOTE AND THE DEED OF TRUST, HAVE MADE, AND DO NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, TITLE, DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE PERSONAL PROPERTY OR ANY COMPONENT THEREOF IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF PURCHASER, OR ANY OTHER REPRESENTATION, I WARRANTY, OR COVENANT OF ANY KIND AND CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO, EXECUTED as of July 7,2009. [The remainder of this page intentionally left blank.] h"I �t Al SUBSTITUTE TRUSTEF'S DEFD AND BILL OF SALE—Page 3 f , i f SUBSTITUTE TRUSTEE: Name: Mffdvuo l / STATE OF TEXAS § § COUNTY OF HARMS § This instrument was ACKNOWLEDGED before me on July 2009, by M1_�,in the capacity therein stated. {SEAL] Notary Public in and for the State of Texas My in Dianna nafferad Schnake G� n • Notary public Printed Name of Notary Public e —`SiaTe Of Texas �� MyCnmm.Ekp,Oe•3p•2012 The a r s o r e Wells Fargo Bank,National Association Real Estate Managed Asset Group 401 B Street 411o0 San Diego,CA 92102 Iq I SUBSTITUTE TRUSTEE'S DEED AND BILL OF SALE—Signature Page xhibit Lund A description of the Land follows this cover page. �a i J�{ try I EXHIBIT A,Land—Cover Page 06.10.09 4_832-539 I EXHIBIT"A" Property Description DESCRIPTION OF A 135,778 ACRE TRACT OF LAND OUT OF THE SARAH McKISSICK SURVEY,ABSTRACT NO,549,HARRIS COUNTY,TEXAS. BEGINNING at the point of intersection of the Northerly Mean High Tide Meanders of Clear Creek with the Southeasterly right of way line of F.M. 528, variable width right of way, said point being located S81°12'48"W 1772.42 feet,S61012'33"W 1258.94 feet,S41 012'18"W 145,69 feet, 837 054156"W 601,55 feet and S41°15104"W 22.04 feet, along said F.M. 528 Southeasterly right of way from the Northwest comer of a 28.9270 acre tract of land recorded under Film Code 512-27-3525 in the Harris County Records; THENCE from said Beginning Point along the Southeasterly right of way line of F.M. 528,right of way width varies,as follows: N41-15-04-'E,22.04 feet to a found 318"iron rod for comer; , N37°54'56"E,601.55 feet to a found TXDOT right of way monument for corner; 144VI2118"E, 145.69 feet to a found TXDOT right of way monument at the P.C. of a wl curve; In a Northeasterly direction,around a curve to the right whose radius 1840,08 feet,whose chord bears N61°12'33"E 1258.94 feet, a distance of 1284.29 feet to a found Q TXDOT right of way monument at the P.T.of said curve; NBI°12'48"E, 1772,42 feet to a found 5/8" iron rod for comer at the Northwest comer of a 28,9270 acre tract of land recorded under Film Code 512-27-3525 in the Harris County Records; THENCE 808 047'13"E, along the Westerly line of said 28.9270 acre tract,a distance of 1289.36 feet to a found 5/8" iron rod at the Southwest comer of said 28.9270 acre tract, same being the Northwest comer of a 10.00 acre tract of land recorded under Film Code 512-27-3526-in the Harris County Records; THENCE continuing 808 147'13"E,along the Westerly line of said 10.00 acre tract, it distance of 901.28 feet to a point for corner from which a 5/8" iron rod bears 8861 581W 0.64 feet at the South corner of said 10,00 acre tract, said point lying in file Northwesterly line of a Harris County Flood Control District Drainage right of way, 150 foot in width,described under File No. E449568 in the Harris County Records; THENCE S38 020'40"W, along the Northwesterly line of a Harris County Flood Control District Drainage right of way, 150 foot width,at a distance of 815.61 feet pass a found 2"iron pipe,at a f . distance of 867.00, pass a found 3/8" iron rod, in all, a distance of 878,00'fect to a point for corner in the Northerly Mean High Tide Meanders of Clear Creek; EXHIBIT A,Property Descriptlon—Page I THENCE in it Westerly direction along the Northerly Mean High Tide Meander of Clear Creek as follows: j N21 017153"W 80.86; N04 622'00"W 216.80; N32 041'45"W 184.39; N51°05'51"W 159.93; N74 002'56"W 164.71; S48 003'01"W 44.69; N73 053'01"W 47.50; S49024'39"W 89.87; N75 014'28"W 40.66; S43 054'02"W 146.10; S25 005'34"W 134.50; S83 033'29"W 49.30; S21 022139"W 73.69; N77 009'04"W 62.96; S59 048'54"W 48.72; N76 028157"W 56.65; N88 056'26"W 120.31; ffff� N78 001'35"W 221.29; N67 013'18"W 112.00; t� N50 645'59"W 258.04; N16 000'29"W 99.00; ( N05 032'21"W 60.42; 7 N2302742"E 67.18; N39 020'26"E 42,52; N59 056'12"E 35.59; S84 902'57"E 25.53; 863 021'37"E 25.66; N23 024'11"E 84.42; N27°29'42"E 6348; N1 9°02'47"E 103.93; N01037'07'B 85.86; N00008'41 1112 100.59; N29 030'14"W 47.60; N57 039'57"W 45.79; N17 042'29"W 57.03; N35°35'22"W 185.97; N53 040'24"W 62.94; NI0055'24"W 59.34; N34 035'23"W 55.34; N4701718"W 86,30; N53 056107"W 75.03; N88 023'26"W 44.90; 1483 03623"W 40.51; S71 004'35"W 80.52; EXHIBIT A,Property Description-page 2 I i S82 032'42"W 38.81; 827 031'14"W 7431; 'S26 055'51"W 77.74; 814052'l1"W 57.44, S02 040'58"E 67.89; 815 046'44"W 65,06; 527°21'44"W 76.82; 939055100"W 80.49; S58 005'12"W 1 13.84; 575°2TS0"W 91.91; N830S7'56"W 90.47, N73 059'30"W 116,54; 889 058'35"W '38.09; ' 882 010'43"W 62.39; I N80°0614"W 103.42; N83°33'53"W 52.50; N77 04646"W 41.29; N56°08'14"W 103.63; i N43 058'12"W 60.56; N37 046'35"W 123.88 to the Place of Beginning and containing 135.778 acres(5,914,489.6 square feet)more or less. Yi I t�. I i EXHIBIT A,Property Description—Page 3 4379968¢3 48391339 - • f I Lx ibit B Othor Collateral 1. All right, title, interest,and privileges of Mortgagor in and to all streets, ways, roads and alleys used in connection with or pertaining to the Land or the improvements thereon,all development rights or credits, air rights,water,water rights and water stock related to the Land,all timber,and all minerals,oil and gas,and other hydrocarbon substances in,on or under the Land,and all licenses,appurtenances,reversions, remainders,easements,rights and rights of way appurtenant or related thereto; I All buildings, other improvements and fixtures now or hereafter located on the Land, including, but not limited to, all apparatus, equipment, and appliances use din the i operation or occupancy of the Land, it being intended that all such items shall be conclusively considered to be a part of the Land,whether or not attached or affixed to the Land(the "Improvements"); 3. All interest or estate which Mortgagor may hereafter acquire in the property described above, and all additions and accretions thereto, and the proceeds of any of the foregoing (all of the foregoing being collectively referred to as the"Subject Propertv"); i 4. The following described personal property(collectively,the"Collaterals"): All goods, building and other materials,supplies, inventory,work in process,equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein and supporting information wherever situated,which are or are to be incorporated into, used in connection with, or appropriated for use on (i)the Land or (ii)any existing or future improvements on the Land (which Land and improvements are collectively referred to herein as the "Subject Provertv");together with all rents and security deposits derived from the Subject Property; all inventory,accounts, { cash receipts,deposit accounts,accounts receivable,contract rights,licenses,agreements, general intangibles, payment intangibles, software, chattel paper (whether electronic or tangible), instruments, documents, promissory notes, drafts, letters of credit, letter of • credit rights, supporting obligations,, insurance policies, insurance and condemnation awards and proceeds, proceeds of the sale of promissory notes, any other rights to the payment of money, trade names,trademarks and service marks arising from or related to the ownership, management, leasing, operation, sate or disposition of the Subject Property or any business conducted thereon by Mortgagor,, all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by,given by or obtained from, any governmental entity with respect to the Subject Property;all water and water right,wells and well rights,canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undeereed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated,and all shares of stock in water, ditch, lateral and canal companies, well permits and all other evidences of any of such rights;all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the FXHIH1.1'd,Other Collateral—Page 1 Subject Property;all advance payments of insurance premiums made by Mortgagor with respect to the Subject Property; all plans, drawings and specifications relating to the Subject Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any loan agreement; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of,and additions and accessions to,any of the foregoing;together with all books,records and files relating to any of the foregoing. 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"Friendswood Town Center Planned Unit Development — PUD" (with addition of separate internal exhibits): Exhibit A—Land Use Plan Exhibit B—Friendswood Town Center Regulation Matrix Exhibit C—Conceptual Elevations Exhibit D-Conceptual Perspectives Exhibit E—Infrastructure Plan CITY OFFRIENDSWOOD• Gfty Offrl"dowoca PLANNED UNIT DEVELOPMENT(PUD)APPLICATION DEC 4# W Pee:$300,00 CURRENT ZONE OF PROPERTY: POP S- PLANNED UNIT DEVELOPMENT(PUD): Option'l or Option 2 (circle one) My of F br daa d PROPERTY IDENTIFICATION: JAN J 2015 StreetlRoad Address: lnl e f r`F u ti SZ a y LEGAL DESCRIPTION: ❑Platted Land/Name of Plat; _G'\oc� Lot: Block: Reserve: C&Unplatted Land (attach certified metes and-bounds description) LJcx/���c�l USe SUBMITTAL REQUIREMENTS: 4 1 •, 1�VvYM` NW' y�lwent Deed ofRecord l(��( y JV��SL" Most recent plat OR Certified Metes.and Bounds.Description(Including name,address and telephone �_ t� , l number of surveyor)i/(�6 'V LA t X10 ❑Option 1:Thiq option allows the site plan to be approved as a part of the zone change request and Is a one-time submittal.The following information is required and is typically provided w tt a cover sheet, overall site plan, landscape plan,building elevations,and photometric plan. Engineered drainage and utility plans are also required. • Data describing all processes and activities Involved with the proposed use • Boundaries of the area covered by the site plan ✓ The location of each existing and proposed building and structure in the area covered by the site plan and the number of stories,height,roofilne,gross float area and location of building entrances 'and exits ' • The location of existing drainage ways,and significant natural features ✓ proposed landscaping and screening buffers ✓ The location and dimensions of all curie cuts,public and private streets, parking and,loading areas, pedestrian walks, lighting facilities and outside trash storage facilities • The location,height and type of each wall,fence,and all other types of screening • The location,"height and size of all proposed signs ✓ Utility and drainage plans ✓ Regulation matrix designating what zoning district the development will follow ✓ Data describing any variation from the typical development requirements Option 2: This option will require the applibant to apply for site plan approval from the Planning and Zoning Commission at a later date if the zone change to PUD is approved. Ai the time of site plan approval all Information contained In the conceptual plan shall be certified by an engineer and/or surveyor. a7;2or+ The con ha con is ' ceptual plan shall provide the following Information and is typically provided in the form of a cdVer Sh or latter describing the project,an overall site'>lan and building el�tlons: ✓ General land use and density plan 1/t`C(l -lj•`t� V'Idd6tify-proposed general uses,depslties,inaJoc open spaces,circulation and access features ✓ Statement Indicating propbsed phasing of development and the pfojected timing of each ✓ Data describing all processes and activities involved with the proposed use Regulation matrix designating what zoning district the development will follow ✓ Data describing any variation from the typical development requirements PROPERTY OWNER'S INFORMATION Email Address: tn" a Stn Sk Phone#' tit S -3Q1 3b_-' Fax#: `I z10 Mailing Address: z -s City: S r-�,S r C State: C Zjp: AGENT'S INFORMATION t Name: Glean Creek Cnutitn. ,F. L--`rf GG w`t yt Email Address: a P ✓_e-r(o- G`CC o rc r-ea: O(Q Phone#: 701-338^5 133 ' Fax#: _L9 S 9 7- 1 I Mailing Address: CI 7cl Fire 1 Q ate(. t)y 0- 1� city: Le-kAve C�I.Ai State: 1'X zip: -75`/3 In 'authorizing an agent to represent the owner, the owner attests That his/her agent may make verbal or written ' representations andlor declarations on the owner's behalf and the owner understands and acknowledges that the City of ftendswood shall rely upon the agent's representalons In matters pertaining to the above described property. The designation of an agent In this matter In no way absolves the owner of any of the owner's responsibilities outlined by the City of Fdendswood. , PETITION: As owner/agent, I hereby petition the city for approval of the above described request as provided by the laws of the State of Texas and Ordinances of the City of Frlendswood, Signature: (Owner) ^ (Date) Signature: (Ag t) (Date) 1 i Date-Application iZeeeived: Z Application Received ay: Receipt Date: l �• Receipt#: Date of Public Hearing: _ I Newspaper Notice: Property Owner Nohce: Sign on Property: l• 2 \Y I2 �- « ' lhCGvw�12�C Lek'}�lllt�ltbh� i j cVi' I Page 1 Friendswood Town Center Planned Unit Development(PUD) A. Purpose of FTC Planned Unit Development The purpose and intent of the Planned Unit Development zoning district is to develop a horizontally integrated mixed-use project. The proposed PUD will permit the development of a superior mixed-use project compared to what can currently be developed under the existing PUD Ordinance 2005-34 and the prior Ordinance 2004-13. The PUD allows for the inclusion of customized site development and building regulations tailored to the specific property and its surroundings.The PUD Land Use Plan (Exhibit A) generally depicts the integration of commercial, retail, restaurant, office, recreational, place of worship, community and other uses within the development. The PUD Land Use Plan will establish the horizontal integration of uses as well as automobile and pedestrian access points to FM 528, Blackhawk Blvd Extension, private streets and recreation/open space areas. B. Overview The following is the International Council of Shopping Centers (ICSC) definition of a mixed-use development: 'A mixed-use development is a real estate project with planned integration of some combination of retail, office, residential, hotel, recreation or other functions. It is pedestrian- oriented and contains elements of a live/work/play environment. It maximizes space usage, has amenities and architectural expression and tends to mitigate traffic and sprawl." Planned integration: • Office/commercial/retail uses in close proximity to one another and focusing on the pedestrian networks throughout the mixed-use development. • Unique opportunity to develop a mixed-use project within the City of Friendswood on a strategically located, unique tract of land, with over 3,225 linear feet of frontage on Clear Creek which will feature over 60 acres of recreation/open space. Combination of uses: • Commercial, retail, restaurant,office, recreational,community, places of worship, and other uses. • Public gathering opportunities along the pedestrian networks throughout development. Pedestrian oriented: • Pedestrian networks throughout the development and sidewalks on FM 528 and Blackhawk Blvd. • Proposed pedestrian connections to uses within the PUD and to significant recreation and open space acreage fronting Clear Creek. 1 Page 2 Mixed Use environment: • Mixed use environment is essential to attract quality office and employment tenants. This environment is desired to attract and retain young professionals. • Opportunity for office/commercial/retail tenant employees to live in nearby residences and walk or bicycle to work • Opportunity for surrounding single family homeowners and non-residential tenants to walk or bicycle to retail and worship uses • Opportunity for commercial, retail, office, multi-family, and Friendswood residents to utilize 60+acres of Recreation and Open Space Amenities and architectural expression: • Architecture is of appropriate scale and will share architectural motifs and elements throughout the development • Office/commercial/retail/worship structures located proximate to pedestrian network • Proposed PUD allows customized site development and building regulations for this tract and its surroundings • PUD will create the opportunity for recreation and open space development on over 60 acres of floodway adjacent to Clear Creek. Community Benefits Provide community benefits including: • Mixed use environment to attract quality office and employment tenants • Creating pedestrian network throughout the project • Providing restaurant and retail uses • Providing landscaping and building maintenance requirements through property owners association • Providing high quality design and aesthetics • Providing public social gathering spaces and amenities along pedestrian network • Recreation and open space in 60+acres of Clear Creek Floodway C. District Boundaries The uses permitted and regulations set forth in the PUD apply to the development and use of the property as identified in the metes and bound description in Exhibit A and depicted on the conceptual Land Use Plan attached as Exhibit A. The boundaries of the parcels shown on the Land Use Plan (Exhibit A)are conceptual and the acreage amounts can be modified up to 25%as a minor revision to the PUD, including those provisions outlined for Parcel F below, upon application to and administrative approval of the City Manager. Parcel A—Increase or decrease by 0.76 AC Parcel B—Increase or decrease by 1.55 AC Parcel C—Increase or decrease by 1.29 AC Parcel D—Increase or decrease by 1.50 AC Parcel E—Increase or decrease by 1.54 AC Parcel F—Increase or decrease by 6.36 AC Parcel G—Increase or decrease by 11.44 AC Parcel H—Increase or decrease by 8.65 AC 2 Page 3 D. Applicable Regulations/Site Plan Approval The PUD is subject to the development standards, and entitled to the permitted uses, as set forth in this document and its attachments,as well as the site plan required herein. Except as otherwise provided herein, the PUD is subject to the standards, as of the date of PUD adoption by City Council,applicable in the following zoning districts forthe designated uses: • Community Shopping Center(CSC)district • Community Overlay(COD)district This document provides for an approved conceptual Land Use Plan (Exhibit A), which is a conceptual site plan for the mixed use project. As each designated Parcel of the project (See Sec. C.) is developed, a site plan meeting the requirements of the Zoning Ordinance Sec 717.(c)(1), as of the adoption date of PUD ordinance, and approved in accordance with the procedure of current Zoning Ordinance Sec. 9.C. must be approved. Upon approval,the site plan shall become a part of this document and set forth the detailed development standards and final Parcel configuration applicable to that sub-component of the mixed use project. Upon approval, the final site plan shall be marked "approved"with the approval date and the signature of the appropriate official, refer to the Ordinance approving the PUD, and then a copy provided to the applicant and a copy maintained in the records of the City. E. Permitted and Prohibited Uses The uses allowed within the PUD are those as described in the Community Shopping Center(CSC) Zoning District in the Permitted Use Table, as contained in the Zoning Ordinance of the City of Friendswood Permitted Use Table, or require Specific Use Permit, and are permitted in the PUD as designated below. Prohibited Uses are listed within the Prohibited Use Section below. 3 Page 4 Permitted Uses— NAICS Code Use Description (referenced in City of Friendswood Permitted Use Table in Zoning Ordinance) 541 Administrative Business Offices 711310 Amphitheater 453920 Art Gallery(retail) 712110 Art Gallery(non-retail) 541430 Art Studio(commercial) 521 Automatic Teller Machines (ATM) 521 Banks 71395 Bowling 7224 Drinking Places(more than 75%sales of alcoholic beverages)(bars) 445,446 Food Sales,General(grocery store) 713120 Indoor Sports and Recreation 51 Information 621 Medical Offices 621 Medical or Dental Clinic Movie Theater 6 Screens or Less 713990 Outdoor Recreation 486 Pipeline Transportation-Existing 8131 Places of Worship 541 Professional Offices 8131 Religious Organizations 7225 Restaurants serving alcohol,subject to TABC Regulations 7113 Theaters(indoor),Concert Halls and Meeting Rooms Prohibited Uses- NAICS Code Use Description (referenced in City of Friendswood Permitted Use Table in Zoning Ordinance) 481 Air Transportation 522298 All Other Non-depository Credit Intermediation (i.e. pawn shops) 8113 Commercial and Industrial Machine Equipment Repair 8122 Death Care Services S3113 Mini Warehouse Storage 48841 Motor Vehicle Towing 486 Pipeline Transportation 482 Rail Transportation 7213 Rooming and Boarding Houses 4 Page 5 7112 Sports Teams, Clubs,Racetracks,and Other Spectator Sports 488 Support Activities for Transportation 484 Truck Transportation Utility Service or Storage Yards or Related Buildings 483 Water Transportation 811310 Welding Shops Require Specific Use Permit— NAICS Code Use Description (referenced in City of Friendswood Permitted Use Table in ZonInQ Ordinance) 623312 Assisted Living Facilities for the Elderly(without on-site nursing) 81112 Automotive Body, Paint, Interior and Glass Repair 515 Broadcasting(except internet) 6114 Business Schools and Computer and Management Training 6113 Colleges, Universities, and Professional Schools 623311 Continuing Care Retirement Communities(with on-site nursing) 518 Data Processing, Hosting and Related Services 8112 Electronic and Precision Equipment Repair and Maintenance 6111 Elementary and Secondary Schools 7211 Hotel 6112 Junior Colleges 561730 Landscaping Services Movie Theater 7 Screens or More 454 Non-store Retailers 6231 Nursing Care Facilities-Skilled Nursing Facilities 519 Other Information Services 56179 Other Services to Buildings and Dwellings 8114 Personal and Household Goods Repair and Maintenance 323 Printing and Related Support Activities 487 Scenic and Sightseeing Transportation 624 Social Assistance 6115 Technical and Trade Schools 517 Telecommunications 54138 Testing Laboratories 485 Transit and Ground Passenger Transportation Uses identified in Section E of the PUD to require a Specific Use Permit in a given parcel will undergo application and approval process as outlined in Zoning Ordinance Sec 9.G., as of the adoption date of PUD ordinance. 5 Page 6 Individual retail spaces are permitted to a maximum of 75,000 gross leasable area, and those exceeding that size require a Specific Use Permit. All permitted uses must be conducted within completely enclosed buildings, except for off-street parking or loading areas, automated teller machines, outdoor seating, food trucks, decks, sidewalks, patios,dog park,pocket parks and other related uses. The Land Use Plan depicts general land use categories on the parcels as follows: Parcels A-F,Commercial/Office/Retail; Parcel G, Recreation/Open Space/Detention; Parcel H—Place of Worship. Uses listed in this Section E are permitted on all Parcels,except Parcel G. Subject to FEMA and otherwise applicable City approvals, detention, compensatory storage ponds, trails, recreational sports fields, common areas, parks,amphitheater, environmental area, community garden and any other green space or public/semi-public use or area are permitted in Parcel G. No habitable building is permitted in Parcel G. F. Density and Area Regulations The development shall conform to the requirements listed in the Friendswood Town Center Regulation Matrix attached hereto as Exhibit B G. Design and Streetscaae a. Architectural Design Guidelines for Retail Uses L Building articulation required every fifty (50) feet. Shall consist of one or more of the following: 1) Canopies,awnings, or porticos 2) Wall recesses/projections 3) Arcades 4) Arches 5) Display windows 6) Architectural details 7) Articulated ground floor levels or base 8) Articulated cornice line 9) Integrated planters or wing walls that incorporate landscape and sitting areas 10) Offsets, reveals or projecting rib used to express architectural or structural bays 11) Varied roof heights b. Architectural Design Guidelines for Commercial, Office and Place of Worship Uses L The design of Commercial, Office and Place of Worship Uses shall incorporate common architectural elements with the retail buildings on Parcels A — F, such as signage font, logo and color palette, to define the development on the property as a master planned, horizontally integrated, mixed-use development. 6 Page 7 H. Pedestrian Connectivity and Sidewalks a. Elements for Major and Minor Pedestrian Connectivity shown on the Land Use Plan, Exhibit A L Major Pedestrian Connectivity: Street Tree/Furniture/Planting Zone shall have a minimum width of 15 feet (from face of curb) and shall be continuous and located adjacent to the curb along the Major Pedestrian Connectivity Route. This zone will include an eight (8)-foot unobstructed sidewalk. The remaining seven (7) feet shall include benches, landscaping, trash cans, lighting or other pedestrian oriented elements. fl. Minor Pedestrian Connectivity: Street Tree/Furniture/Planting Zone shall have a minimum width of ten (10) feet (from face of curb) and shall be continuous and located adjacent to the curb along Minor Pedestrian Connectivity Route. This zone will include an unobstructed five (5) foot sidewalk, and the remaining five (5) feet shall include landscaping, lighting or other pedestrian oriented elements. b. Social Gathering Space Requirements These are spaces that incorporate gathering and sitting opportunities along the Major Pedestrian Connectivity. Such areas shall include a seating area with benches or tables and chairs,and may include any of the following features: 1) Kiosk(s); 2) Water feature; 3) Gazebo; 4) Public Art; 5) Other such focal feature and amenity that enhances the public space. c. The Major and Minor Pedestrian Connections and the Social Gathering Spaces shall be maintained by a Property Owners Association. I. Building Facades and Elevations a. The Conceptual Elevations attached as Exhibit C generally depict the building construction materials, special amenities and other design elements applicable to Parcels A—F and H. The Conceptual Perspectives attached as Exhibit D generally depict the pedestrian network integrated into the property. Architectural themes shall be complementary between Office/Commercial/Retail uses. J. Landscaping and Buffering a. Buffer yards are not required to buffer uses internally within the property. b. Community Overlay District,Sec.7.5,5. d. is amended as follows: 1) Parking lots within the COD containing greater than 20 parking spaces shall have open landscaped areas equal to 20 percent of the parking area and drives in the parking area. The open space perpendicular to the parking spaces and around buildings will count toward this requirement. 7 Page 8 2) Fifty percent of the required landscaped area must be used as islands. Medians and end islands will count toward this requirement. One tree is required within 50 feet of every parking space. Perimeter landscaping shall have at least one such tree for each 30 (40 lineal feet if not located in the COD) lineal feet or fraction thereof. c. Mitigation of removed trees 12" and over shall be for only those species identified as Class I and II. K. Off-Street Parking and Loadin¢ a. Off-street Parking Regulations will comply with the City of Friendswood Design Criteria Manual except as noted below: I. Minimum off-street parking requirements can be met by placing required off- street parking spaces at any location within the PUD with the execution of a shared parking agreement submitted, reviewed and approved by the City. Off- street parking spaces, whether required or excess, are not required to be located on the same parcel as the principal use they serve; ii. Parking for restaurants serving alcohol and restaurants not serving alcohol will be as follows: 1. Fine Casual Dining with Bar and alcohol service—1 space per 75 square feet of GFA. 2. Family Restaurant without Bar or alcohol service OR Fast Food- 1 space per 100 square feet of GFA. iii. Handicap Accessible parking shall be provided per the attached chart. Table 208.2 Parking Spaces Total Number of Parking Spaces Minimum Number of Required Provided in Parking Facility Accessible Parking Spaces 11025 1 26 to 50 2 51 to 75 3 76 to 100 4 10110 150 5 151 to 200 6 201 to 300 7 301 to 400 8 4011c,500 a 50110 1000 2 percent of total 1001 and over 20,plus I for each 100,or fraction thereof, over 1000 Regardless of ratios noted above, provided handicap accessible parking will comply with Federal and State criteria. Above chart is sourced from International Building Code. iv. Office uses are required to provide one (1) loading space for any one (1) building that exceed 40,000 square feet of gross floor area; V. Loading spaces may be 10'X30' in size. vi. Subject to any local, state or federal regulatory approvals, parking can be developed for any use within the PUD,within the FEMA floodplain or floodway. L. Access a. The public and private points of access to FM 528 as depicted on the Land Use Plan are 8 Page 9 not meant to limit number or location of access points. b. Private driveway connections to FM 528 and Blackhawk Blvd. extension have not been shown on the Land Use Plan. The number and location will be subject to Texas Department of Transportation (TXDOT), Traffic Impact Analysis (TIA) and City of Friendswood requirements and approvals. c. The Traffic Impact Analysis (TIA) performed by a Professional Engineer licensed by the State of Texas is required prior to submittal of the first plat for the development in order to make determinations regarding road extension requirements, driveway spacing and other access points throughout the development. Offsite road improvements, on a pro rata basis, will only be the responsibility of the FTC PUD Developers should the TIA determine onsite traffic generation warrants contribution to such. M. Si na a—Signage within the PUD will comply with Appendix A Sign Ordinance unless stipulated otherwise below: Temporary Real Estate Subdivision Signs a. Multi-family Units: size not to exceed 20 square feet in sign area. b. Vacant Land: one 32square-foot sign permitted for every 500 linear feet of vacant land contiguous to FM 528 and Blackhawk Blvd. c. Temporary Signs for most integrated non-residential units: one 32 square-foot sign permitted for every 500 linear feet of land dedicated to said uses contiguous to FM 528 and Blackhawk Blvd. Permanent Signs in Non-Residential Districts a. Individual Monument Sign: One monument sign is allowed for each business establishment,with an allowable sign area of 75 square feet. The highest part of any such sign or structure shall not be greater than seven feet above the highest finished grade at the front property line. Monument signs must be permitted separately. b. Multi-Tenant Monument Signs, including signs fronting FM 528: 1) Maximum permitted height shall be 10 feet for highest lettering and 12 feet for all structural components. 2) Permitted sign area shall not exceed SO square feet for a single user. For each additional user, 10 square feet can be added to total allowable size, up to a maximum of 100 square feet. c. Shared Monument Signs: 1) Lots do not have to be contiguous to share signage. 2) Non-residential multi-tenant monument signs may include off-premise signage for non-residential uses. 3) Off-premise signage shall not reduce the number or size of permitted signage for off-premises uses. N. Development Schedule. Phasing and Infrastructure a. Development Schedule The PUD development schedule will need to respond to market demands, non- sequential development of parcels and uses thereon, phased infrastructure completion and other factors. For this reason,development of the PUD will need to remain flexible. 9 Page 10 Phasing Parcel designations as shown on the conceptual Land Use Plan (Exhibit A) do not indicate phasing sequence and phasing numbers are not applicable. Phasing of the PUD will be as generally described below: i. Parcels A—F,Commercial and Office,will not be subject to any phasing of other parcels and land uses. ii. Parcel G, Recreation and Open Space and Detention,can be developed independent of and/or in conjunction with any phase of the FTC PUD. iii. Parcel H,Church Campus and Church Grounds and Parking,will not be subject to any phasing of other parcels and land uses. b. Infrastructure Infrastructure will be developed and constructed as generally depicted on the Infrastructure Plan with the following provisos: L Infrastructure, namely public water,sanitary sewer, lift stations,storm drainage and the extension of Blackhawk Blvd.through the PUD can be developed in phases subject to City of Friendswood approval and the Traffic Impact Analysis(TIA). ii. The proposed public water loop and force main to be extended through the Blackhawk Blvd.alignment from the PUD eastern property line to West Bay Area Blvd. is conditioned upon the procurement of required utility easements across the Clear Creek ISD property. iii. Applicant may not be required to construct Blackhawk Blvd. extension from the PUD eastern property line to West Bay Area Blvd. The extension requirement is subject to Traffic Impact Analysis results. iv. Subject to FEMA and City of Friendswood approval,applicant may not be precluded from developing detention and compensatory storage ponds in the 60+acres of FEMA floodway within the limits of the PUD. v. Certificates of Occupancy for Parcel H, Church Campus and Church Grounds and Parking,can be issued completely independent of any infrastructure development required for the balance of the PUD subject to building regulations,subdivision regulations, and other applicable requirements to obtain a CO. O. Parks and Open Space a. The location and extent of the dedicated open space will be determined by a future Open Space Master Plan to be prepared collaboratively with the FTC Development Team and City of Friendswood Parks and Recreation Department. Parkland dedication shall be done in such a way to maximize the enhanced park value and create a seamless connection with the mixed-use development.Allowable open space may include but is not limited to public or private parks,trails, natural areas, buffers,entry features,common areas, active or passive recreational activities,and environmentally-sensitive areas. b. The purpose of an Open Space Master Plan is to supplement the conceptual Land Use Plan (Exhibit A) by providing an additional level of detail for public and private open space areas.The Open Space Master Plan shall identify the locations of public 10 Page 11 parks and other public and private open space or common areas. It shall illustrate an integral system of trails that will be designed to connect residential areas, church and retail areas within the planned area to the parks and open space. Open space may be designated through the use of common space or other mechanisms such as conservation easements to the satisfaction of the City of Friendswood and Council. c. Parkland dedication and/or permanent access easements are to occur along the Clear Creek frontage.The locations and extent are to be determined based on a future Open Space Master Plan to be prepared collaboratively with the FTC Development Team and City of Friendswood. Other dedication to occur for larger, consolidated areas,again to be based on a future Open Space Master Plan. Permanent access easements will be granted to link dedicated areas. A private extension of Townes Road and the extension of Blackhawk Blvd will provide primary vehicular and pedestrian access points through the development for public access to open space. d. The City shall require the preservation, maintenance and ownership of open space utilizing, at the City's option, one of the following methods: I. Dedication of the land as a public park or parkway system; ii. Granting a permanent open space easement on and over the said private open spaces to guarantee that the open space remain perpetually in recreational use,with ownership and maintenance being the responsibility of a Homeowners'Association established with articles and by-laws EXHIBITS: A- Conceptual Land use Plan B- Regulation Matrix C-Conceptual Elevations D- Conceptual Perspectives E- Infrastructure Plan 11 A 4 P � fiEKgK lid cagy z t � T CR Np �R "SR �� F uIpp lop jIF nag 0 : , r s z 1 C- All i t r k p Y x r �m osa^e°bdr i p � r \ ; 1 Ilml A2L.C� .J��Y.�Y'{33'•�� t ��'I � \ � 4� ^� t 1 OVA i a 1 1 , y C 1 1 y 1 1 I I , 1 \ \ � bb § ( a : y _ : ® E � ) � { !§ § ; ) ) ( \ e � 444 ) { / \ 7 ` ; » : 2 : § \ | ! a ) ® ZZ ) aa ) ) ` \ % \rj ;) . ) )) ;030 # \ } \ ig \\ 49 © ) j / 3 ; NFi \� \ { l AsEi § # r }\ § O � _ r1 y r� tv' L, I i^ 7 3 A m , cr i i I r li t I I� I I i s } �1 1 � F11 41 i� 11 .1 1 • — i s � a 1 II 1 1 � r , 1 �Lyfr • i w / I u� 1 ' h � x i NSrF �n r rT I / �Il�t � r � �yEi _w`A �T• wtixt�t&t itt�', f� ` i ' g R Ift { Out l 4 . . t � A ip tit .t • � fa I w1 • 1 iii( • �M t w;wj 1 r game !N _ ®B �t ,OWL" E: a s S i . �x _ .a. ��r,,,;'. _ ,'.� � �, �✓ it Aku � e I I•�b�F { 1; yt } Y r q ♦a• — r� y cr iq.. m -• Ii• �L 4 J ,� - ■ �°`d:- -�. 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