City Council Meeting Agendas & Information

City Council Meeting Agenda February 22, 2023 6:30 PM 30360 Cougar Bend, Bulverde TX 78163 1. CALL THE MEETING TO ORDER 2. REGULAR AGENDA ITEMS 2.I. Discussion and possible approval of acceptance of a donation from the Texas Hill Country Kiwanas for the purchase and installation of an all-inclusive swing for Bulverde City Park. 2.II. Consider execution of a Service Agreement with Even Bossier LLC pertaining to approximately 28 acres generally located at the southwest corner of the intersection of State Highway 46 and Old Boerne Road. 2.III. Hold a public hearing and consider an ordinance annexing approximately 28 acres generally located at the southwest corner of the intersection of State Highway 46 and Old Boerne Road. 3. PUBLIC COMMENTS NOT RELATED TO POSTED AGENDA ITEMS Persons who desire to address the City Council with regard to issues not included on the agenda will be received at this time. Those wishing to speak should complete a comment form and present it to the City Secretary prior to the meeting. Speakers are limited to 3 minutes and should conduct themselves in a civil manner. In accordance with the Texas Open Meetings Act, the City Council cannot take action on items not listed on the meeting agenda. 4. REPORTS BY ELECTED OFFICIALS AND CITY STAFF ON ITEMS OF COMMUNITY INTEREST In accordance with Section 551.0415 of the Government Code, topics discussed under this item are limited to expressions of thanks, congratulations or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial or community event; and Announcements involving an imminent threat to the public health and safety of people in the political subdivision that has arisen after the posting of the agenda. Page 1 of 15 5. ADJOURNMENT City Hall is wheelchair accessible and accessible parking spaces are available. Requests for accommodations must be made 48 hours prior to the meeting. Please contact the City Secretary at 830.980.8832 or FAX 830.438.4339 for information or assistance. A quorum of the Planning & Zoning Commission, Parks & Recreation Advisory Board, and/or Zoning Board of Adjustment may be present at this meeting in order to discuss agenda items related to board business. I, the undersigned authority, do hereby certify that the above Notice of Meeting of the City Council of the City of Bulverde was posted on the bulletin board in front of Bulverde City Hall, which is readily accessible to the public at all times, and on the City's website, www.bulverdetx.gov, by 6:00 pm on . ________________________ Charles West City Manager City Hall is wheelchair accessible and accessible parking spaces are available. Requests for accommodations must be made 48 hours prior to the meeting. Please contact the City Secretary at 830.438.3612 or FAX 830.438.4339 for information or assistance. A quorum of the City Council, Planning & Zoning Commission, Parks & Recreation Advisory Board, and/or Zoning Board of Adjustment may be present at this meeting in order to discuss agenda items related to board business. I, the undersigned authority, do hereby certify that the above Notice of Meeting of the City Council of the City of Bulverde was posted on the bulletin board in front of Bulverde City Hall, which is readily accessible to the public at all times, and on the City's website, www.bulverdetx.gov, by 6:00 pm on . The City Council reserves the right to adjourn into Executive session at any time regarding any issue for which it is legally permissible. The City Council will announce it will go into Executive Session, if necessary, pursuant to Chapter 551 of the Texas Government Code, to receive advice from Legal Counsel, to discuss matters of land acquisition, litigation, Economic Development negotiations, or personnel matters as listed on this agenda. The City Council may also announce it will go into Executive Session, if necessary, to receive advice from Legal Counsel regarding any other items on this agenda. Page 2 of 15  SERVICE AGREEMENT This Service Agreement (the “Agreement”) is entered into by and between the City of Bulverde, Texas, a Texas home rule municipality (the “City”), and Owner, defined below, to be effective as of the last date of due execution by the parties (the “Effective Date”). RECITALS 1. Pursuant to Texas Local Government Code § 43.0671, Even Bossier LLC, a Texas limited liability company (“Owner”), requested that the City annex the following described property, as shown on Exhibit A, less any portion that was within the Bulverde city limits prior to date of this Agreement (the “Property”): A-88 SUR-764 G BAUER, ACRES 20.0 and A-88 SUR-764 G-BAUER, ACRES 8.549 2. Owner is the sole owner of the Property and the Property is adjacent to the City’s municipal boundaries. 3. The City desires to annex the Property and Owner and the City desire to enter into this Agreement pursuant to Texas Local Government Code § 43.0672. In consideration of the obligations of the parties under this Agreement, the parties agree as follows: ARTICLE ONE RECITALS AND REPRESENTATIONS 1.1 Recitals. The above recitals are incorporated herein as facts, the truth of which is acknowledged by the parties. 1.2 Representations. Owner warrants and represents that all statements in the recitals are true at the time that Owner requested annexation and remain true as of the Effective Date. ARTICLE TWO SERVICES 2.1 Municipal Services Upon Annexation. Pursuant to Texas Local Government Code § 43.0672(b), if the City annexes the Property, the City shall not provide any municipal services to the Property on the effective date of the annexation. The City shall provide or 1 Page 3 of 15  make available on behalf of the City the municipal services at the levels specified in the below schedule within sixty (60) days of annexation. 2.2 Municipal Services Schedule. Pursuant to Texas Local Government Code § 43.0672(b)(2), the City shall provide the Property with the following municipal services (the “Municipal Services”) within sixty (60) days of the annexation of the Property: (A) Police protection, patrolling, response to calls, and other police services. (B) Planning, code enforcement, municipal court, and general municipal administration. 2.3 Excluded Services. Pursuant to Texas Local Government Code § 43.0672(c), the City has no obligation to provide any service to the Property not specifically included in this Agreement. 2.4 Level of Services. The City shall provide the Municipal Services at a level of service that is comparable to the level of services available in other parts of the City with topography, land use, and population density similar to those reasonably contemplated or projected in the Property. Nothing in this Agreement obligates the City to provide the Municipal Services at a level equivalent to any other area of the City if different characteristics of topography, land use, and population density constitute a sufficient basis for providing different levels of service. ARTICLE 3 ANNEXATION 3.1 Conditioned on Annexation. This Agreement is conditioned on annexation of the Property. This Agreement shall have no effect unless and until the City annexes the Property. If the City fails to annex the Property within 60 days of the Effective Date, then this Agreement shall terminate and be of no further effect. 3.2 Effect of Expiration. If the City annexes the Property within 60 days of the Effective Date, then the expiration of this Agreement has no effect on such annexation and the inclusion of the Property within the municipal boundaries of the City. 2 Page 4 of 15  ARTICLE 4 ADMINISTRATIVE PROVISIONS 4.1 No Waiver. No waiver of any terms of this Agreement shall be valid unless in writing and signed by all parties. No waiver of default of any term of this Agreement shall be deemed a waiver of any subsequent breach or default of the same or similar nature. 4.2 Governing Law. This Agreement has been made under Chapter 43, Subchapter C-3, Texas Local Government Code and other laws of the State of Texas in effect on the Effective Date. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas without regard to choice of law rules. Jurisdiction and venue for any dispute arising under this Agreement shall lie exclusively in the courts of Comal County, Texas. 4.3 Severability. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. 4.4 Complete Agreement. The Agreement represents a complete agreement of the parties and supersedes all prior written and oral matters related to the Agreement. 4.5 Amendments. Any amendment to the Agreement must be in writing and signed by all parties. . 4.6 Force Majeure. The obligations of each party shall be subject to force majeure events such as natural calamity, fire, strike, pandemic, including but not limited to the pandemic related to the virus commonly referred to as “COVID-19,” or inclement weather. 4.7 Continuity. The Agreement shall run with the Property and be binding on all successors and assigns of Owner. 4.8 Survival after Expiration. All obligations under this Agreement shall survive the expiration of this Agreement to the extent required for their full observance and performance. 4.9 Signature Warranty Clause. The signatories to the Agreement represent and warrant that they have the authority to execute the Agreement on behalf of the City and Owner, respectively. 3 Page 5 of 15 4.10 Governmental Immunity. Nothing in this Agreement waives, modifies, or amends any legal defense available to the City or its employees, officers, or agents at law or in equity, including but not limited to the defense of governmental immunity. Nothing in this Agreement creates any legal rights or claims on behalf of any third party. 4.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original but all of which taken together shall constitute one instrument. It shall not be necessary that all parties be signatory to the same counterpart. Signatures exchanged by facsimile or electronically in pdf or other electronic format shall be deemed to constitute original, manually executed signatures and shall be fully binding. Signature pages from two or more counterparts may be combined to form one document. 4.12 Effective Date. The Agreement shall be effective on the Effective Date, regardless of recordation in the Official Public Records of Comal County, Texas. EXECUTED to be effective as of the Effective Date. CITY: City of Bulverde, Texas By: ___________________________ Bill Krawietz, Mayor Date: __________________________ OWNER: Even Bossier LLC, a Texas limited liability company By: __________________________________ Sarah Jenkins, its Manager Date: _________________________________ 4 Page 6 of 15  01234156ÿ894 5 52 ÿÿ 01234156ÿ8 21-52 ÿ 9: 41ÿ894 5 52 ÿÿ 42ÿ8  .4/, 0ÿÿ1&0ÿÿ(1"&*ÿ)&" '-4 "5"'ÿ(98"&ÿ..) 5  ÿ!!"ÿ#$%ÿÿ$ÿ0&8' 41352  2 ";4-352  9914 (&')#*ÿ!+ÿ 3515  ( ',, 01234156 &4, '4/43214229&1,ÿ2ÿ14ÿ !634 33149 '6 554 " 5,4 )294 719 52  888* .&*ÿ)(1.*ÿ" *ÿ)8*ÿ)* ÿ"*ÿ                                                 )2-,ÿ)2 56*ÿ!4;ÿ01>ÿ? )2-,ÿ)ÿ<3ÿ414 !4ÿ31295ÿÿ21ÿ 21-52 ,ÿ31324ÿ2 ,6ÿ 9ÿ-6ÿ25ÿ4=4ÿ344 ÿ3143149ÿ21ÿ21ÿ34ÿ53,4ÿ21ÿ,4/,*ÿ4 / 441 /*ÿ21ÿ1=46 /ÿ313242ÿ85ÿ924ÿ25ÿ143144 5ÿ ÿ2 05440/12 9ÿ1=46ÿ 9 143144 5ÿ2 ,6ÿ544ÿ3312;-54ÿ14,5=4ÿ,252 ÿ2ÿ31234156ÿ32 9142ÿ!44ÿ)2-,ÿ)2 56ÿ331,ÿ515ÿ4;314,6ÿ9,-ÿ 6ÿ 9ÿ,,ÿ,3,56ÿÿ2 452 ÿ4414:542 EXHIBIT A Page 7 of 15  CITY OF BULVERDE, TEXAS ORDINANCE NO. _____________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BULVERDE, COMAL COUNTY, TEXAS, ANNEXING APPROXIMATELY 28 ACRES OF LAND GENERALLY LOCATED AT THE SOUTH WEST CORNER OF THE INTERSECTION OF STATE HIGHWAY 46 AND OLD BOERNE ROAD IN BULVERDE, AND EXTENDING THE BOUNDARIES OF SAID CITY SO AS TO INCLUDE SAID HEREINAFTER DESCRIBED PROPERTY WITHIN THE CITY LIMITS, AND GRANTING TO SAID TERRITORY AND TO ALL CURRENT AND FUTURE INHABITANTS OF SAID TERRITORY ALL OF THE RIGHTS AND PRIVILEGES OF OTHER CITIZENS AND BINDING SAID CURRENT AND FUTURE INHABITANTS BY ALL OF THE ACTS AND ORDINANCES OF THE SAID CITY; PROVIDING FOR A SEVERABILITY CLAUSE AND PROVIDING AN EFFECTIVE DATE; PROVIDING FOR A SAVINGS CLAUSE AND REPEALING CONFLICTING ORDINANCES OR RESOLUTIONS. WHEREAS, Chapter 43, Subchapter of the Texas Local Government Code, and the City Charter of the City of Bulverde, Texas, authorize the extension of boundaries through the annexation of areas adjacent to those boundaries; and WHEREAS, the procedures prescribed by the Texas Local Government Code and the Bulverde City Charter and the laws of this State have been duly followed with respect to the annexation of the herein described territory; and WHEREAS, said territory, being that same land conveyed to Even Bossier LLC from Nancy Wehrung and Scott Wehrung by General Warranty Deed with Vendor’s Lien recorded as Document No. 202106026725, Official Public Records of Comal County, Texas, less any portion of such land currently within the City Limits of Bulverde, Texas, and which is more particularly described in Exhibit “A”, (Exhibit “A” being incorporated by reference herein) (the “Annexed Territory”) is contiguous to the City limits; and WHEREAS, the City has prepared a service plan for said territory which is attached as Exhibit “B” (Exhibit “B” being incorporated by reference herein) (the “Service Plan”) to this ordinance; and WHEREAS, the City has published notice of hearings on said annexation and held hearings as required by state law; WHEREAS, after holding said hearings and having heard the arguments for and against the annexation, the City Council has voted to approve the Ordinance to annex said territory into the City; and WHEREAS, the City Council finds and determines that the meeting at which this Ordinance was passed was open to the public, that public notice of the time, place and purpose of said meeting was given as required by the Texas Open Meetings Act, Chapter 551, Texas Government Code; and that the City of Bulverde complied with all other requirements. 1 Page 8 of 15 NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BULVERDE, TEXAS: 1. Findings of Fact. The foregoing recitals and definitions are incorporated into this Ordinance by reference and adopted as findings of fact as if expressly set forth herein. 2. Annexation. The Annexed Territory is hereby added and annexed to the City of Bulverde, Texas, and said territory, as described, shall hereafter be included within the boundary limits of said City, and the present boundary limits of said City, at the various points contiguous to the Annexed Territory are altered and amended so as to include the Annexed Territory within the corporate limits of the City of Bulverde, Texas. 3. Rights and Privileges of Inhabitants. The Annexed Territory shall be part of the City of Bulverde, Texas, and inhabitants thereof shall be entitled to all of the rights and privileges as citizens and shall be bound by the acts, ordinances, resolutions, and regulations of the City of Bulverde, Texas. 4. Service Plan. The Service Plan outlining the provision of necessary municipal services to the Annexed Territory is hereby approved and the implementation of said plan is hereby authorized. 5. Repealer. All ordinances, resolutions, or parts thereof, that are in conflict or are inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict or inconsistency, and the provisions of this Ordinance shall be and remain controlling as to the matter regulated herein. 6. Severability. Should any section, subsection, sentence, provision, clause or phrase be held to be invalid for any reason, such holding shall not render invalid any other section, subsection, sentence, provision, clause, or phrase of this ordinance and same are deemed severable for this purpose. 7. Filing. The City Secretary is hereby directed to file with the County Clerk of Comal County, Texas a certified copy of this ordinance. 8. Effective Date. This Ordinance shall be effective as of the date of adoption. PASSED, APPROVED, AND ADOPTED THIS ______DAY OF ____________, 20__. APPROVED: ATTEST: ________________________ ________________________ Bill Krawietz, Mayor Charles West, City Manager 2 Page 9 of 15  01234156ÿ894 5 52 ÿÿ 01234156ÿ8 21-52 ÿ 9: 41ÿ894 5 52 ÿÿ 42ÿ8  .4/, 0ÿÿ1&0ÿÿ(1"&*ÿ)&" '-4 "5"'ÿ(98"&ÿ..) 5  ÿ!!"ÿ#$%ÿÿ$ÿ0&8' 41352  2 ";4-352  9914 (&')#*ÿ!+ÿ 3515  ( ',, 01234156 &4, '4/43214229&1,ÿ2ÿ14ÿ !634 33149 '6 554 " 5,4 )294 719 52  888* .&*ÿ)(1.*ÿ" *ÿ)8*ÿ)* ÿ"*ÿ                                                 )2-,ÿ)2 56*ÿ!4;ÿ01>ÿ? )2-,ÿ)ÿ<3ÿ414 !4ÿ31295ÿÿ21ÿ 21-52 ,ÿ31324ÿ2 ,6ÿ 9ÿ-6ÿ25ÿ4=4ÿ344 ÿ3143149ÿ21ÿ21ÿ34ÿ53,4ÿ21ÿ,4/,*ÿ4 / 441 /*ÿ21ÿ1=46 /ÿ313242ÿ85ÿ924ÿ25ÿ143144 5ÿ ÿ2 05440/12 9ÿ1=46ÿ 9 143144 5ÿ2 ,6ÿ544ÿ3312;-54ÿ14,5=4ÿ,252 ÿ2ÿ31234156ÿ32 9142ÿ!44ÿ)2-,ÿ)2 56ÿ331,ÿ515ÿ4;314,6ÿ9,-ÿ 6ÿ 9ÿ,,ÿ,3,56ÿÿ2 452 ÿ4414:542 EXHIBIT A Page 10 of 15  SERVICE AGREEMENT This Service Agreement (the “Agreement”) is entered into by and between the City of Bulverde, Texas, a Texas home rule municipality (the “City”), and Owner, defined below, to be effective as of the last date of due execution by the parties (the “Effective Date”). RECITALS 1. Pursuant to Texas Local Government Code § 43.0671, Even Bossier LLC, a Texas limited liability company (“Owner”), requested that the City annex the following described property, as shown on Exhibit A, less any portion that was within the Bulverde city limits prior to date of this Agreement (the “Property”): A-88 SUR-764 G BAUER, ACRES 20.0 and A-88 SUR-764 G-BAUER, ACRES 8.549 2. Owner is the sole owner of the Property and the Property is adjacent to the City’s municipal boundaries. 3. The City desires to annex the Property and Owner and the City desire to enter into this Agreement pursuant to Texas Local Government Code § 43.0672. In consideration of the obligations of the parties under this Agreement, the parties agree as follows: ARTICLE ONE RECITALS AND REPRESENTATIONS 1.1 Recitals. The above recitals are incorporated herein as facts, the truth of which is acknowledged by the parties. 1.2 Representations. Owner warrants and represents that all statements in the recitals are true at the time that Owner requested annexation and remain true as of the Effective Date. ARTICLE TWO SERVICES 2.1 Municipal Services Upon Annexation. Pursuant to Texas Local Government Code § 43.0672(b), if the City annexes the Property, the City shall not provide any municipal services to the Property on the effective date of the annexation. The City shall provide or 1 EXHIBIT B Page 11 of 15 1 of 5  make available on behalf of the City the municipal services at the levels specified in the below schedule within sixty (60) days of annexation. 2.2 Municipal Services Schedule. Pursuant to Texas Local Government Code § 43.0672(b)(2), the City shall provide the Property with the following municipal services (the “Municipal Services”) within sixty (60) days of the annexation of the Property: (A) Police protection, patrolling, response to calls, and other police services. (B) Planning, code enforcement, municipal court, and general municipal administration. 2.3 Excluded Services. Pursuant to Texas Local Government Code § 43.0672(c), the City has no obligation to provide any service to the Property not specifically included in this Agreement. 2.4 Level of Services. The City shall provide the Municipal Services at a level of service that is comparable to the level of services available in other parts of the City with topography, land use, and population density similar to those reasonably contemplated or projected in the Property. Nothing in this Agreement obligates the City to provide the Municipal Services at a level equivalent to any other area of the City if different characteristics of topography, land use, and population density constitute a sufficient basis for providing different levels of service. ARTICLE 3 ANNEXATION 3.1 Conditioned on Annexation. This Agreement is conditioned on annexation of the Property. This Agreement shall have no effect unless and until the City annexes the Property. If the City fails to annex the Property within 60 days of the Effective Date, then this Agreement shall terminate and be of no further effect. 3.2 Effect of Expiration. If the City annexes the Property within 60 days of the Effective Date, then the expiration of this Agreement has no effect on such annexation and the inclusion of the Property within the municipal boundaries of the City. 2 EXHIBIT B Page 12 of 15 2 of 5  ARTICLE 4 ADMINISTRATIVE PROVISIONS 4.1 No Waiver. No waiver of any terms of this Agreement shall be valid unless in writing and signed by all parties. No waiver of default of any term of this Agreement shall be deemed a waiver of any subsequent breach or default of the same or similar nature. 4.2 Governing Law. This Agreement has been made under Chapter 43, Subchapter C-3, Texas Local Government Code and other laws of the State of Texas in effect on the Effective Date. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas without regard to choice of law rules. Jurisdiction and venue for any dispute arising under this Agreement shall lie exclusively in the courts of Comal County, Texas. 4.3 Severability. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. 4.4 Complete Agreement. The Agreement represents a complete agreement of the parties and supersedes all prior written and oral matters related to the Agreement. 4.5 Amendments. Any amendment to the Agreement must be in writing and signed by all parties. . 4.6 Force Majeure. The obligations of each party shall be subject to force majeure events such as natural calamity, fire, strike, pandemic, including but not limited to the pandemic related to the virus commonly referred to as “COVID-19,” or inclement weather. 4.7 Continuity. The Agreement shall run with the Property and be binding on all successors and assigns of Owner. 4.8 Survival after Expiration. All obligations under this Agreement shall survive the expiration of this Agreement to the extent required for their full observance and performance. 4.9 Signature Warranty Clause. The signatories to the Agreement represent and warrant that they have the authority to execute the Agreement on behalf of the City and Owner, respectively. 3 EXHIBIT B Page 13 of 15 3 of 5 4.10 Governmental Immunity. Nothing in this Agreement waives, modifies, or amends any legal defense available to the City or its employees, officers, or agents at law or in equity, including but not limited to the defense of governmental immunity. Nothing in this Agreement creates any legal rights or claims on behalf of any third party. 4.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original but all of which taken together shall constitute one instrument. It shall not be necessary that all parties be signatory to the same counterpart. Signatures exchanged by facsimile or electronically in pdf or other electronic format shall be deemed to constitute original, manually executed signatures and shall be fully binding. Signature pages from two or more counterparts may be combined to form one document. 4.12 Effective Date. The Agreement shall be effective on the Effective Date, regardless of recordation in the Official Public Records of Comal County, Texas. EXECUTED to be effective as of the Effective Date. CITY: City of Bulverde, Texas By: ___________________________ Bill Krawietz, Mayor Date: __________________________ OWNER: Even Bossier LLC, a Texas limited liability company By: __________________________________ Sarah Jenkins, its Manager Date: _________________________________ 4 EXHIBIT B Page 14 of 15 4 of 5  01234156ÿ894 5 52 ÿÿ 01234156ÿ8 21-52 ÿ 9: 41ÿ894 5 52 ÿÿ 42ÿ8  .4/, 0ÿÿ1&0ÿÿ(1"&*ÿ)&" '-4 "5"'ÿ(98"&ÿ..) 5  ÿ!!"ÿ#$%ÿÿ$ÿ0&8' 41352  2 ";4-352  9914 (&')#*ÿ!+ÿ 3515  ( ',, 01234156 &4, '4/43214229&1,ÿ2ÿ14ÿ !634 33149 '6 554 " 5,4 )294 719 52  888* .&*ÿ)(1.*ÿ" *ÿ)8*ÿ)* ÿ"*ÿ                                                 )2-,ÿ)2 56*ÿ!4;ÿ01>ÿ? )2-,ÿ)ÿ<3ÿ414 !4ÿ31295ÿÿ21ÿ 21-52 ,ÿ31324ÿ2 ,6ÿ 9ÿ-6ÿ25ÿ4=4ÿ344 ÿ3143149ÿ21ÿ21ÿ34ÿ53,4ÿ21ÿ,4/,*ÿ4 / 441 /*ÿ21ÿ1=46 /ÿ313242ÿ85ÿ924ÿ25ÿ143144 5ÿ ÿ2 05440/12 9ÿ1=46ÿ 9 143144 5ÿ2 ,6ÿ544ÿ3312;-54ÿ14,5=4ÿ,252 ÿ2ÿ31234156ÿ32 9142ÿ!44ÿ)2-,ÿ)2 56ÿ331,ÿ515ÿ4;314,6ÿ9,-ÿ 6ÿ 9ÿ,,ÿ,3,56ÿÿ2 452 ÿ4414:542 EXHIBIT A EXHIBIT B Page 15 of 15 5 of 5