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RE 07-23-96.3 REPRODUCIBLE A RESOLUTION OF THE CITY OF COPPELL, TEXAS RESOLUTION NO. 072396.3 A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND MEPC QUORUM PROPERTIES II, INC.; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and among the City of Coppell, Texas and MEPC Quorum Properties II, Inc. a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, that: 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. 2. The City Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. 3. The tax abatement to be granted by the Agreement will not include inventories, and supplies. 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. 962q 01856 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affn'mative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. 7. This Resolution shall become effective immediately from and after its passage, provided that the Agreement approved hereby shall be effective for tax year 1997 and following for the term thereof. DULY RESOLVED .AI~D ADOPTED by the City Council of the City of Coppell, Texas, on this the ~_ day of t~/~/~t ,1996. 7 (,~ CITY OF COPPELL, TEXAS TOM MORTON, MAYOR ATTEST: LIN~,~ GRAU, CITY SECRETARY APPROVED AS TO FORM: PETER G. SMITH, CITY ATTORNEY (PGS/ttl 5-28-96) 962 q 01857 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the "Agreement") is entered into by and between the City of Coppell, Texas (the "City"), a home role city and municipal corporation of Dallas County, Texas, duly acting herein by and through its Mayor, and MEPC Quorum Properties II, Inc. CMEPC"), a Delaware corporation, acting by and through its authorized officer. WITNESSETH: WHEREAS, the City Council of the City of Coppell, Texas, (the "City"), passed an Ordinance (the "Ordinance") establishing Tax Abatement Reinvestment Zone No. 11 (the "Zone"), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the "Tax Code"); and WHEREAS, the City has adopted guidelines for tax abatement (the "Tax Abatement Guidelines"); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, MEPC's development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council rinds that the contemplated use of the Premises (hereinafter defined), the contemplated improvements to the Premises there to in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and Tax Abatement Agreement - Page 1 ss890 962qk 01858 WHEREAS, the City Council finds that the improvements sought are feasible and practicable and would be of benefit to the Premises (hereinafter defined) to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the goveming bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with MEPC, the proposed owner of the Premises within the Tax Abatement Reinvestment Zone No. 11 for the abatement of taxes pursuant to Chapter 312 of the Tax Code, as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the parties agree as follows: GENERAL PROVISIONS 1. MEPC is the owner or is under contract to purchase that real property described in Exhibit "A" attached hereto and made a part hereof for all purposes (the "Premises" (hereinafter de£med)), which real property is located within the city limits of the City and within the Zone. 2. The Premises are not in an improvement project financed by tax increment bonds. 3. This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 4. The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. TAX ABATEMENT AUTHORIZED 5. This Agreement is authorized by the Texas Property Redevelopment and Tax Abatement Act of the Texas Tax Code, Chapter 312, and in accordance with the City Tax Abatement Guidelines and Criteria, and approved by resolution of the City Council of the City authorizing the execution of this Agreement. Tax Abatement Agreement - Page 2 SS890 962 q 01859 6. Assuming an investment of at least $5 million in taxable assets, and subject to the terms and conditions of this Agreement, the City hereby grants MEPC an abatement of ad valorem taxation on real and personal property with respect to the Premises of seventy-five percent (75%) for a period of five (5) years. The actual percentage of taxes subject to abatement for each year of this Agreement will apply only to the portion of the taxable value of the Premises that exceeds that property's taxable value for the year in which this Agreement is executed (base year/1996). The tax abatement agreement for tangible personal property may only apply to the personal property added to the Premises or the Improvements (hereinafter defined) after this Agreement is executed. 7. lhe period of tax abatement herein authorized shall be five (5) years, beginning on January 1, 1997 and continuing until December 31, 2001, unless otherwise amended by the parties pursuant to the Tax Code. 8. During the period of tax abatement herein authorized, MEPC shall be subject to all City taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. DEFINITIONS 9. Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: A. The Premises shall mean the real property described in Exhibit "A" attached hereto and incorporated herein for all purposes including any Improvements and personal property, excluding inventory, which is added thereto subsequent to the execution of this Agreement; B. The Improvements shall mean the contemplated improvements described herein located on the Premises and as further described in the plans submitted to the City, including but not limited to buildings, structures, tangible personal property, equipment, and fixtures added to the Premises other than inventory. C. The Total Assessed Tax Value shall mean the total assessed taxable value on January 1 of any tax year of the Premises, any Improvements located on the Premises and the tangible personal property, excluding inventory, located on the Premises. D. The Base Year Tax Value shall mean the total assessed taxable value for the year in which the Tax Abatement Agreement is executed (1996). E. The First Year of the Tax Abatement Agreement shall be 1997, unless otherwise agreed to by the parties. Tax Abatement Agreement - Page 3 ss890 01860 F. Certified Appraised Value means the appraised value of the Premises owned by MEPC as certified by the Dallas Central Appraisal District as of January 1 of each year in which the tax abatement is granted. IMPROVEMENTS 10. MEPC owns or is under contract to purchase Premises described in Exhibit "A" and, upon acquisition, agrees to construct or cause to be constructed thereon Phase I consisting of approximately 285,000 square feet (or more) of warehousing and distribution facilities. The cost of the land and Improvements comprising the Premises should exceed $5 Million Dollars. The approximate location of such Improvements will be shown on a Site Plan of the Premises to be submitted to the City. Nothing in this Agreement shall obligate MEPC to construct Improvements on the Premises, but said Improvements are a condition precedent upon initiation of tax abatement pursuant to this Agreement. Subject to the terms and conditions of this Agreement, MEPC is entitled to an abatement of ad valorem taxation for the Premises of seventy-five percent (75%) conditioned upon MEPC, its successors or assigns diligently constructing the aforesaid improvements. 11. The City acknowledges that the Premises is part of the larger tract illustrated on Exhibit "A-I" (the "Land"), which, including the Premises, is comprised of approximately 27.8527 acres, all of which MEPC currently has under contract to purchase, and all of which is included in the Zone. The development of the Premises, as herein described, is only the first phase of two (2) phase development of the Land. Subject to the express terms hereof, for a period of five (5) years commencing on the date hereof, the City irrevocably agrees to execute a tax abatement agreement for the subsequent phase in form and substance substantially similar to this Agreement upon request of MEPC provided that (i) at the time of such request, MEPC (or its successors or assigns) is not in default under this Agreement, and (ii) tax abatement is then legally available under the Tax Code, the City's Tax Abatement Guidelines, and this Agreement. Separate abatement agreements have been deemed appropriate by the parties because it is desirable to have a different agreement for each phase to enhance its marketability and to eliminate any possibility that a default by one owner with respect to one phase will trigger a recapture with respect to another owner and its phase. The various tax abatement agreements, including this Agreement, will not be cross-defaulted against each other. 12. Notwithstanding the above, the subsequent tax abatement entered into for the remaining portion of the Land will include a provision that the development of such portion must include at least 185,000 square feet of distribution and light manufacturing space with a total investment cost, inclusive of acquisition and construction costs of approximately $5,000,000. Such additional abatement agreement will require that development of the property covered thereby must be commenced with one (1) year of the date of such agreement and the abatement will be for a term of five (5) years beginning in the calendar year immediately succeeding the year in which such agreement is executed. The abatement will be identical to the abatement provided in Paragraph 6 Tax Abatement Agreement - Page 4 sS890 962qq 01861 above for the Premises; provided that the base year will be the year in which the additional abatement agreement is executed. Upon the actual entering into a new agreement for the second phase, such new agreement will supersede and replace this paragraph with respect to such parcel. CONSTRUCTION OF IMPROVEMENTS 13. As a condition precedent to the initiation of tax abatement pursuant to this Agreement, MEPC will diligently and faithfully, in good and workmanlike manner, pursue the completion of the contemplated Improvements on or before June 30, 1997, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof); provided, that MEPC shall have such additional time to complete and maintain the Improvements as may be required in the event of "Force Majeure," if MEPC is diligently and faithfully pursuing completion of the Improvements. For this purpose, "Force Majeure" shall mean any contingency or cause beyond the reasonable control of MEPC including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of MEPC), fires, explosions or floods, strikes, slowdowns or work stoppages. 14. MEPC agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 15. The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to MEPC, and in accordance with MEPC's visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). GENERAL REQUIREMENTS 16. Construction plans for the Improvements constructed on the Premises will be filed with the City. The plans for such Improvements as filed shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 17. MEPC agrees from the date a certificate of occupancy is issued until the expiration of this Agreement to continuously operate and maintain the Premises as an office, warehouse and distribution center, or any other activity consistent with local zoning, in compliance with all applicable federal, state and local laws. 18. After completion of the Improvements, MEPC shall certify in writing to the City the construction cost of the Improvements. MEPC shall annually certify to the City that it is in compliance with each term of the Agreement. Tax Abatement Agreement - Page 5 ss890 962qq 01862 19. The Premises and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City's Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. DEFAULT: RECAPTURE OF TAX REVENUE 20. In the event MEPC fails in performance of any of the following conditions: (i) completion of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) have any delinquent ad valorem or State sales taxes owed to the City with respect to the Premises (provided MEPC retains its right to timely and properly protest such taxes or assessment); or (iii) breaches any of the terms and conditions of this Agreement, then MEPC, after the expiration of the notice and cure periods described in Paragraph 21 below, shall be in default of this Agreement. As liquidated damages in the event of such default, MEPC shall, within sixty (60) days after demand, pay to the City all taxes which otherwise would have been paid to the City without benefit of a tax abatement with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any property tax revenue lost, including interest as a result of this Agreement, shall be recoverable against MEPC, its successors and assigns and shall constitute a tax lien on the Premises itself and shall become due, owing and shall be paid to the City within sixty (60) days. 21. Upon breach by MEPC of any obligations under this Agreement, the City shall notify MEPC in writing. MEPC shall have sixty (60) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a sixty (60) day period, and MEPC has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the parties shall automatically extend the period in which the violation must be cured for an additional sixty (60) days. 22. If MEPC fails to cure the default within the time provided as specified in Paragraph 21 above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement by written notice to MEPC. 23. Upon termination of this Agreement pursuant to Paragraph 22 above, all tax revenue abated as a result of this Agreement shall become a debt to the City as liquidated damages, and shall become due and payable not later than sixty (60) days after a notice of termination is made. The City shall have all remedies for the collection of the recaptured tax revenues provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a pay back schedule. The computation of tax revenue abated for the purposes of the Agreement shall be based upon the full taxable value without tax abatement for the years in Tax Abatement Agreement - Page 6 ss$90 962q 01863 which tax abatement hereunder was received by MEPC with respect to the Premises, as determined by the Dallas Central Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. Penalties as provided for delinquent taxes shall accrue after expiration of the sixty (60) day payment period. ANNUAL APPLICATION FOR TAX EXEMPTION 24. It shall be the responsibility of MEPC, pursuant to the Texas Tax Code, to file an annual exemption application form with the Chief Appraiser for each appraisal district in which the eligible taxable personal property has situs. A copy of the exemption application shall be submitted to the City for review. SUCCESSORS AND ASSIGNS 25. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and assigns. This Agreement may be assigned with the consent of the City. After any permitted assignment, all references to MEPC herein shall thereafter be a reference to MEPC's successor with respect to any obligations or liabilities occurring or arising after the date of such assignment. NOTICE 26. All notices required by this Agreement shall be addressed to the following, or other such other party or address as either party designates in writing, by certified mail, postage prepaid or by hand delivery: If intended for MEPC, to: MEPC Quorum Properties II Inc. 15303 Dallas Parkway, Suite 100, LB 10 Dallas, Texas 75248 Attn: Property Manager Tax Abatement Agreement - Page 7 ss890 01864 If intended for City, to: City of Coppell, Texas City Manager P. O. Box 478 Coppell, Texas 75019 CITY COUNCIL AUTHORIZATION 27. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. SEVERABILITY 28. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. APPLICABLE LAW 29. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. COUNTERPARTS 30. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. ENTIRE AGREEMENT 31. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. Tax Abatement Agreement - Page 8 ss890 962hq 01865 32. The provisions of this Agreement are hereby declared covenants nmning with the Premises and are fully binding on ail successors, heirs, and assigns of MEPC who acquire any right, title, or interest in or to the property, or any part thereof. Any person who acquires any right, title, or interest in or to the property, or any part hereof, thereby agrees and covenants to abide by and fully perform the provisions of this Agreement with respect to the right, title or interest in such property. RECORDATION OF AGREEMENT 33. A certified copy of this Agreement shail be recorded in the Deed Records of Dailas County, Texas. INCORPORATION OF RECITALS 34. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. EXHIBITS 35. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. ATTORNEY'S FEES 36. Should either party employ an attorney or attomeys to enforce any of the provisions hereof or to protect its interest in any manner arising under this Agreement, or to recover damages for breach of this Contract, the non-prevailing party in any action pursued in a court of competent jurisdiction (the finality of which is not legaily contested) agrees to pay to the prevailing party ail reasonable costs, damages, and expenses, including attomey's fees, expended or incurred in connection therewith. CONSTRUCTION 37. Both parties have participated in the negotiation and preparation of this Agreement. This Agreement shall not be constructed more or less strongly against either party. MEPC acknowledges that it has obtained legal counsel to assist in the preparation of this Agreement and that MEPC has fully satisfied itself, without warranty or representation not expressly contained herein, by City that the tax abatement contemplated hereby is available in all respects. Tax Abatement Agreement - Page 9 SS890 962q1 01866 CONDITION 38. MEPC and the City agree that any obligations of MEPC contained herein are expressly conditioned upon MEPC acquiring title to the Land by September 30, 1996. EXECUTED in duplicate originals this the ~.J day offS, 1996. CITY OF COPPELL, TEXAS MEPC QUORUM PROPERTIES II 1NC. TOM MORTON, MAYOR PETER JOHNSON Title: Senior Vice P~'e~id~nt APPROVED AS TO FORM: P~TER ~ SMfT~, CITY A~O~EY ~IVlD C CA~LS0~ (PGS/~I 5-22-96) Title: ~ P~l~fl Tax Abatement Agreement - Page 10 SS890 962kt 01867 MAYOR'S ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared Tom Morton, Mayor of the City of Coppell, Texas, a municipal corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said City of Coppell, Texas, a municipal corporation, that he was duly authorized to perform the same by appropriate resolution of the City Council of the City of Coppell, and that he executed the same as the act of said City for the purpose and consideration therein expressed and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ~4~ of Notary Public, State of Texas My Commission Expires: Tax Abatement Agreement - Page 11 ss890 CORPORATE ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority a Notary Public in and for the State of Texas, on this day personally appeared~'~ -- being the -~e V~e~--qb~_~,~wO-r' of MEPC Quorum Properties II Inc., a Delaware corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said MEPC Quorum Properties II Inc., a Delaware corporation, and that he executed the same as the act of said corporation for the purpose and consideration therein expressed and in the capacity therein stated. ~ GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ~5---~ day of o.~- ,19 ~'~, . d Notary Public, S~te ~)f Texas My Commission Expires: (~ Tax Abatement Agreement - Page 12 ss890 962kq 01869 CORPORATE ACKNOWLEDGMENT STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority a Notary Public in and for the State of Texas, on this day personally appeared ~l~v~. t_ ~c.qo,o, being the b/~e~- -/~r~, ~o-r' of MEPC Quorum Properties II Inc., a Delaware corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said MEPC Quorum Properties II Inc., a Delaware corporation, and that he executed the same as the act of said corporation for the purpose and consideration therein expressed and in the capacity therein stated. d~.(fz,_.~GIVEN UNDER MY HAND AND SEAL OF OFFICE this the ~z-.c day of ,19~/.~_. 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