HomeMy WebLinkAbout20191114_ZA_Staff Report
CITY OF NEWPORT BEACH
ZONING ADMINISTRATOR STAFF REPORT
November 14, 2019
Agenda Item No. 3
SUBJECT: Beaming Juice (PA2019-169)
Minor Use Permit No. UP2019-046
SITE LOCATION: 2001 Westcliff Drive, Suite 104
APPLICANT: Beaming/Superfoods Holdings, LLC
OWNER: Hankey Investment Company, LP
PLANNER: Melinda Whelan, Assistant Planner
949-644-3221, mwhelan@newportbeachca.gov
LAND USE AND ZONING
x General Plan: General Commercial (CG)
x Zoning District: Commercial General (CG)
PROJECT SUMMARY
Request for a minor use permit to establish a food service, eating and drinking
establishment in the form of a juice bar within a newly constructed commercial building.
The juice bar will provide juice, smoothies and prepackaged food. The proposed juice bar
will include 15 interior seats within a 456-square-foot customer area; no late hours and
no alcohol service. The required parking is provided through the existing on-site shared
parking lot and parking strucure for The Walk commercial center.
RECOMMENDATION
1) Conduct a public hearing;
2) Find this project exempt from the California Environmental Quality Act (CEQA)
pursuant to Section 15301 under Class 1 (Existing Facilities) of the CEQA Guidelines,
because it has no potential to have a significant effect on the environment; and
3) Adopt Draft Zoning Administrator Resolution No. _ approving Minor Use Permit No.
UP2019-046 (Attachment No. ZA 1).
1
Beaming Juice (PA2019-169)
Zoning Administrator, November 14, 2019
Page 2
Tmplt: 02/08/19
DISCUSSION
x The subject property is located at the southeast corner of Irvine Avenue and
Westcliff Drive. The parcel is approximately 3.36 acres and is developed with
multiple commercial buildings, surface parking, and a parking structure. The
commercial buildings include eating and drinking establishments and various
commercial retail and office uses. Adjacent properties to the north, east and west
are commercial uses. There are multiple-unit residential uses to the south.
x The proposal is to establish a new food service establishment in the form of a juice
bar with no late hours and no alcohol service. The juice bar proposes 15 seats
within a 456-square-foot customer area (net public area). The menu includes
mostly juices and smoothies with some prepackaged food. The hours of operation
will be 7:00 a.m. to 8:00 p.m. on Monday through Friday, 8:00 a.m. to 8:00 p.m. on
Saturday, and 8:00 a.m. to 7:00 p.m. on Sunday. Staff will provide flexibility in the
conditions of approval to allow for closing hours of 10:00 p.m., daily, consistent
with similar uses in the shopping center.
x The proposal complies with Zoning Code standards for a food service, no late
hours eating and drinking establishment, including solid waste storage.
x The subject property is designated as General Commercial within the Land Use
Element of the General Plan and is located in the Commercial General (CG)
Zoning District. The CG designation is intended to provide a wide variety of
commercial activities oriented primarily to serve citywide or regional needs. Eating
and drinking establishments with no late hours, within 500 feet of residential
districts are permitted subject to the approval of a minor use permit.
x Required parking is provided within the on-site shared parking structure and
surface parking for The Walk. A detailed parking summary is provided on Sheet
A0.52 of the plans in Attachment No. ZA 3. The parking requirement for a food
service eating and drinking establishment is one space per 30 to 50 square feet of
net public area (NPA). Staff recommends a parking requirement of one space per
40 square feet of NPA (456/40 = 11.4) which results in a required 12 spaces. The
one space per 40 square feet of NPA is appropriate for this type of use based on
several physical design and operational characteristics. For example, there are
only 15 seats included on the floor plan and the net public area is only 456 square
feet. The operation includes take-out service and tables with seating. There will
only be three employees per shift. The project does not include outdoor dining and
does not have opportunities for future outdoor dining. Lastly, the project does not
propose live entertainment and dancing with no late hours or alcohol service.
2
Beaming Juice (PA2019-169)
Zoning Administrator, November 14, 2019
Page 3
Tmplt: 02/08/19
ENVIRONMENTAL REVIEW
The project is categorically exempt under Section 15301, of the State CEQA (California
Environmental Quality Act) Guidelines - Class 1 (Existing Facilities). The Class 1
exemption authorizes minor alterations to existing structures involving negligible or no
expansion of use. The proposed project involves minor interior improvements to an
existing eating and drinking establishment and involves no expansion in floor area or
change in parking requirement.
PUBLIC NOTICE
Notice of this application was published in the Daily Pilot, mailed to all owners of property
within 300 feet of the boundaries of the site (excluding intervening rights-of-way and
waterways), including the applicant, and posted on the subject property at least 10 days
before the scheduled hearing, consistent with the provisions of the Municipal Code.
Additionally, the item appeared on the agenda for this meeting, which was posted at City
Hall and on the City website.
APPEAL PERIOD:
An appeal or call for review may be filed with the Director of Community Development within
14 days following the date of action. For additional information on filing an appeal, contact
the Planning Division at 949-644-3200.
Prepared by:
JM/msw
Attachments: ZA 1 Draft Resolution
ZA 2 Vicinity Map
ZA 3 Project Plans
3
Attachment No. ZA 1
Draft Resolution
4
RESOLUTION NO. ZA2019-###
A RESOLUTION OF THE ZONING ADMINISTRATOR OF THE
CITY OF NEWPORT BEACH APPROVING MINOR USE PERMIT
NO. UP2019-046 TO ALLOW A NEW FOOD SERVICE, EATING
AND DRINKING ESTABLISHMENT WITH NO LATE HOURS
LOCATED AT 2001 WESTCLIFF DRIVE, SUITE 104 (PA2019-169)
THE ZONING ADMINISTRATOR OF THE CITY OF NEWPORT BEACH HEREBY FINDS AS
FOLLOWS:
SECTION 1. STATEMENT OF FACTS.
1. An application was filed by Beaming/Superfoods, LLC with respect to property located at
2001 Westcliff Drive, Suite 104, and legally described as Parcel 1 of Lot Merger No. 2013-
005 requesting approval of a minor use permit.
2. The applicant proposes a minor use permit to allow a new food service, eating and drinking
establishment in the form of a juice bar within a newly constructed commercial building.
The juice bar will provide juice, smoothies and prepackaged food. The proposed juice bar
will include 15 interior seats within a 456-square-foot customer area; no late hours and no
alcohol service. The required parking is provided through the existing on-site shared
parking lot and parking structure for The Walk commercial center.
3. The subject property is designated General Commercial (CG) within the Land Use Element
of the General Plan with a Commercial General (CG) Zoning District designation.
4. The subject property is not located within the coastal zone.
5. A public hearing was held on November 14, 2019 in the Corona del Mar Conference Room
(Bay E-1st Floor) at 100 Civic Center Drive, Newport Beach. A notice of time, place and
purpose of the hearing was given in accordance with the Newport Beach Municipal
Code. Evidence, both written and oral, was presented to, and considered by, the Zoning
Administrator at this hearing.
SECTION 2. CALIFORNIA ENVIRONMENTAL QUALITY ACT DETERMINATION.
1. This project is exempt from the California Environmental Quality Act (CEQA) pursuant to
Section 15301, under Class 1 (Existing Facilities) of the CEQA Guidelines, California
Code of Regulations, Title 14, Chapter 3, because it has no potential to have a significant
effect on the environment.
2. The proposed project involves minor interior improvements to an existing commercial
space and involves no expansion in floor area.
5
Zoning Administrator Resolution No. ZA2019-###
Page 2 of 9
01-25-19
SECTION 3. REQUIRED FINDINGS.
In accordance with Section 20.52.020.F (Findings and Decision) of the Newport Beach
Municipal Code, the following findings and facts in support of the findings for a minor use permit
are set forth:
Finding
A. The use is consistent with the General Plan and any applicable specific plan;
Facts in Support of Finding
1. The General Plan designates the site as General Commercial (CG) and is intended to
provide a wide variety of commercial activities oriented primarily to serve citywide or
regional needs.
2. The proposed juice bar use is consistent with the CG designation as it is intended to
provide a service not only to visitors, but also to residents within the immediate
neighborhood and surrounding area.
3. The proposed juice bar is within an existing commercial space in The Walk
commercial center. The Walk includes various commercial retail and office uses
including eating and drinking establishments, which are complementary to the
surrounding commercial and residential neighborhood.
4. The subject property is not part of a specific plan area.
Finding
B. The use is allowed within the applicable zoning district and complies with all other
applicable provisions of this Zoning Code and the Municipal Code;
Facts in Support of Finding
1. The property is located in the Commercial General (CG) Zoning District. The
proposed food service, eating and drinking establishment in the form of a juice bar
is a permitted use subject to the approval of a minor use permit pursuant to Newport
Beach Municipal Code Section 20.22.020 (Commercial Zoning Districts Land Uses
and Permit Requirements).
2. The parking requirement for a food service eating and drinking establishment is one
space per 30 to 50 square feet of net public area (NPA). Staff recommends a parking
requirement of one space per 40 square feet of NPA (456/40 = 11.4), which results
in a requirement of 12 spaces. The existing parking for the commercial space is one
space per 250 square feet of gross floor area (997/250 = 4), so the proposed
establishment results in a parking requirement increase of eight spaces. The one
6
Zoning Administrator Resolution No. ZA2019-###
Page 3 of 9
01-25-19
space per 40 square feet of NPA rate is appropriate for this type of use based on
several physical design and operational characteristics. For example, there are only
15 seats included on the floor plan and the net public area is only 456 square feet.
The operation includes take-out service and tables with seating. There will only be
three employees per shift. The project does not include outdoor dining and does not
have opportunities for future outdoor dining. Lastly, the project does not propose live
entertainment and dancing with no late hours or alcohol service.
3. Required parking is adequately provided within the on-site shared parking structure
and surface parking for The Walk, which provides a total of 404 spaces. The total
parking requirements for the center based on the various existing and planned on-
site uses, including the 12-space requirement for the proposed juice bar, results in a
total need of 396 spaces and a surplus of eight spaces.
4. As conditioned, the proposed project will comply with Zoning Code standards for
eating and drinking establishments.
Finding
C. The design, location, size, and operating characteristics of the use are compatible with the
allowed uses in the vicinity;
Facts in Support of Finding
1. The establishment will consist of 456 square feet of customer area with 15 seats,
kitchen facilities, indoor storage and washing areas, a restroom, and a dedicated
wash-down area that will drain directly into the sewer system.
2. The operation of the restaurant will be restricted to the hours between 7:00 a.m. and
10:00 p.m., daily. These hours are consistent with the business hours of other
restaurants and uses in the commercial area.
3. The restaurant is located within The Walk commercial center with access from Westcliff
Drive and Irvine Avenue. The existing commercial space is entered from a walkway off
the existing surface parking lot, which provides convenient access to motorists,
pedestrians, and bicyclists.
4. The Walk provides Code-required covered and enclosed trash enclosures for all of the
commercial tenants including the proposed Beaming Juice.
5. The surrounding area contains various retail, business office and visitor-serving
commercial uses including restaurants and take-out eating establishments. The
existing restaurant is compatible with the existing and permitted uses within the area.
6. The operational conditions of approval prohibit alcohol sales, dancing or live
entertainment unless an amendment to this use permit or a new use permit is
7
Zoning Administrator Resolution No. ZA2019-###
Page 4 of 9
01-25-19
approved. This will help ensure compatibility with the surrounding uses unless further
analysis and review is performed.
Finding
D. The site is physically suitable in terms of design, location, shape, size, operating
characteristics, and the provision of public and emergency vehicle (e.g., fire and medical)
access and public services and utilities; and
Facts in Support of Finding
1. The Walk commercial center is currently in operation with various retail, offices and
food services and restaurants. The design of The Walk was intended for these
various service uses.
2. Original site plan approvals for The Walk included a review to ensure adequate public
and emergency vehicle access, and that public services and utilities are provided.
The plans for the buildings with spec commercial suites were reviewed for
compliance with applicable building and fire codes.
.
Finding
E. Operation of the use at the location proposed would not be detrimental to the harmonious
and orderly growth of the City, or endanger, jeopardize, or otherwise constitute a hazard
to the public convenience, health, interest, and safety, or general welfare of persons
residing or working in the neighborhood of the proposed use.
Facts in Support of Finding
1. The project has been reviewed and includes conditions of approval to ensure that
potential conflicts with the surrounding land uses are minimized to the greatest extent
possible. The operator is required to take reasonable steps to discourage and correct
objectionable conditions that constitute a nuisance in parking areas, sidewalks and
areas surrounding the subject property and adjacent properties during business hours,
if directly related to the patrons of the establishment.
2. The food service, eating and drinking establishment will serve the surrounding
community in a commercial area designed for such uses.
SECTION 4. DECISION.
NOW, THEREFORE, BE IT RESOLVED:
1. The Zoning Administrator of the City of Newport Beach herby finds this Project exempt
from the California Environmental Quality Act (CEQA) pursuant to Section 15301 under
Class 1 (Existing Facilities) of the CEQA Guidelines, because it has no potential to have a
significant effect on the environment.
8
Zoning Administrator Resolution No. ZA2019-###
Page 5 of 9
01-25-19
2. The Zoning Administrator of the City of Newport Beach hereby approves Minor Use Permit
No. UP2019-046, subject to the conditions set forth in Exhibit “A,” which is attached hereto
and incorporated by reference.
3. This action shall become final and effective 14 days following the date this Resolution
was adopted unless within such time an appeal or call for review is filed with the
Community Development Director in accordance with the provisions of Title 20 Planning
and Zoning, of the Newport Beach Municipal Code.
PASSED, APPROVED, AND ADOPTED THIS 14th DAY OF NOVEMBER, 2019.
_____________________________________
James Campbell, Zoning Administrator
9
Zoning Administrator Resolution No. ZA2019-###
Page 6 of 9
01-25-19
EXHIBIT “A”
CONDITIONS OF APPROVAL
PLANNING
1. The development shall be in substantial conformance with the approved site plan, floor
plans and building elevations stamped and dated with the date of this approval (except as
modified by applicable conditions of approval).
2. The applicant shall comply with all federal, state, and local laws. Material violation of any
of those laws in connection with the use may be cause for revocation of this Minor Use
Permit.
3. The Minor Use Permit may be modified or revoked by the Zoning Administrator if
determined that the proposed uses or conditions under which it is being operated or
maintained is detrimental to the public health, welfare or is materially injurious to property
or improvements in the vicinity or if the property is operated or maintained so as to
constitute a public nuisance.
4. Any change in operational characteristics, expansion in net public area beyond 298 square
feet, or other modifications to the approved plans, shall require an amendment to the Minor
Use Permit or the processing of a new use permit.
5. A copy of the Resolution, including conditions of approval (Exhibit “A”) shall be
incorporated into the Building Division and field sets of plans prior to issuance of the
building permits.
6. Seating for the eating and drinking establishment shall be limited to a maximum of 15
patrons and a maximum net public area of 456 square feet.
7. A minimum of one (1) parking space per 40 square feet of net public area (12 spaces) shall
be provided for the juice bar.
8. Alcohol service is prohibited unless an amendment or new use permit is approved.
9. The hours of operation shall be limited to between 7:00 a.m. and 10:00 p.m. daily.
10. A dedicated wash-out area for refuse containers and kitchen equipment, with minimum
useable area dimensions of 36-inches wide, 36-inches deep and 72-inches high, shall be
provided, and the area shall drain directly into the sewer system, unless otherwise
approved by the Building Director and Public Works Director in conjunction with the
approval of an alternate drainage plan.
10
Zoning Administrator Resolution No. ZA2019-###
Page 7 of 9
01-25-19
11. A valid business license from the City of Newport Beach with a seller’s permit shall be
required prior to start of business. Any contractors/subcontractors doing work at the subject
site shall be required to obtain a valid business license from the City of Newport Beach
prior to the commencement of any work on the subject site.
12. Approval from the Orange County Health Department is required prior to the issuance of
a building permit.
13. All proposed signs shall conform to Title 20, Chapter 20.42 (Sign Standards) of the
Newport Beach Municipal Code regulations or any sign program applicable to the property.
14. All noise generated by the proposed use shall comply with the provisions of Chapter
10.26 and other applicable noise control requirements of the Newport Beach Municipal
Code. The maximum noise shall be limited to no more than depicted below for the
specified time periods unless the ambient noise level is higher:
Between the hours of 7:00AM
and 10:00PM
Between the hours of
10:00PM and 7:00AM
Location Interior Exterior Interior Exterior
Residential Property 45dBA 55dBA 40dBA 50dBA
Residential Property located within
100 feet of a commercial property 45dBA 60dBA 45dBA 50dBA
Mixed Use Property 45dBA 60dBA 45dBA 50dBA
Commercial Property N/A 65dBA N/A 60dBA
15. Should the property be sold or otherwise come under different ownership, any future
owners or assignees shall be notified of the conditions of this approval by either the current
business owner, property owner or the leasing agent.
16. The applicant is required to obtain all applicable permits from the City’s Building Division
and Fire Department. The construction plans must comply with the most recent, City-
adopted version of the California Building Code. The construction plans must meet all
applicable State Disabilities Access Requirements. Approval from the Orange County
Health Department is required prior to the issuance of a building permit.
17. Construction activities shall comply with Section 10.28.040 of the Newport Beach
Municipal Code, which restricts hours of noise-generating construction activities to
between the hours of 7:00 a.m. and 6:30 p.m., Monday through Friday. Noise-generating
construction activities are not allowed onSundays or holidays.
18. Strict adherence to maximum occupancy limits is required.
19. No outside paging system shall be utilized in conjunction with this establishment.
11
Zoning Administrator Resolution No. ZA2019-###
Page 8 of 9
01-25-19
20. All trash shall be stored within the building or within dumpsters stored in the trash enclosure
(three [3] walls and a self-latching gate) or otherwise screened from view of neighboring
properties, except when placed for pick-up by refuse collection agencies.
21. The applicant is required to provide a trash enclosure with metal gate and decorative solid
roof.
22. Trash receptacles for patrons shall be conveniently located both inside and outside of the
establishment; however, not located on or within any public property or right-of-way.
23. The exterior of the business shall be maintained free of litter and graffiti at all times. The
owner or operator shall provide for daily removal of trash, litter debris and graffiti from the
premises and on all abutting sidewalks within 20 feet of the premises.
24. The applicant shall ensure that the trash dumpsters and/or receptacles are maintained to
control odors. This may include the provision of either fully self-contained dumpsters or
periodic steam cleaning of the dumpsters, if deemed necessary by the Planning Division.
Cleaning and maintenance of trash dumpsters shall be done in compliance with the
provisions of Title 14, including all future amendments (including Water Quality-related
requirements).
25. Deliveries and refuse collection for the facility shall be prohibited between the hours of
10:00 p.m. and 8:00 a.m. daily, unless otherwise approved by the Director of Community
Development, and may require an amendment to this Use Permit.
26. Storage outside of the building in the front or at the rear of the property shall be prohibited,
with the exception of the required trash container enclosure.
27. A Special Events Permit is required for any event or promotional activity outside the normal
operational characteristics of the approved use, as conditioned, or that would attract large
crowds, involve the sale of alcoholic beverages, include any form of on-site media
broadcast, or any other activities as specified in the Newport Beach Municipal Code to
require such permits.
28. This approval shall expire and become void unless exercised within 24 months from the
actual date of review authority approval, except where an extension of time is approved in
compliance with the provisions of Title 20 (Planning and Zoning) of the Newport Beach
Municipal Code.
29. To the fullest extent permitted by law, applicant shall indemnify, defend and hold harmless
City, its City Council, its boards and commissions, officials, officers, employees, and agents
from and against any and all claims, demands, obligations, damages, actions, causes of
action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including
without limitation, attorney’s fees, disbursements and court costs) of every kind and nature
whatsoever which may arise from or in any manner relate (directly or indirectly) to City’s
approval of Beaming Juice including, but not limited to,
UP2019-046 (PA2019-169). This indemnification shall include, but not be limited to,
12
Zoning Administrator Resolution No. ZA2019-###
Page 9 of 9
01-25-19
damages awarded against the City, if any, costs of suit, attorneys' fees, and other
expenses incurred in connection with such claim, action, causes of action, suit or
proceeding whether incurred by applicant, City, and/or the parties initiating or bringing such
proceeding. The applicant shall indemnify the City for all of City's costs, attorneys' fees,
and damages which City incurs in enforcing the indemnification provisions set forth in this
condition. The applicant shall pay to the City upon demand any amount owed to the City
pursuant to the indemnification requirements prescribed in this condition.
BUILDING
30. Provide disabled accessible parking spaces and show disabled accessible path of travel
from parking to main entrance to Beaming Juice tenant space in accordance with
requirements in California Building Code (CBC) Chapter 11B.
31. The construction plans must illustrate detail for construction of existing one-hour fire-
resisted rated walls at interior exit stairway and at demising walls between adjacent
tenants’ spaces.
32. Provide floor maneuvering space pursuant to CBC 11B-404.2.4 at all doors.
13
Attachment No. ZA 2
Vicinity Map
14
VICINITY MAP
Minor Use Permit No. UP2019-046
PA2019-169
2001 Westcliff Drive, Suite 104
The Walk
commercial center
2001 Westcliff Drive,
Suite 104
15
Attachment No. ZA 3
Project Plans
16
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á 1(:)22'6(59,&(á /,0,7(''(02/,7,21á 1(:3$57,7,21:$//6á 1(:3/80%,1*0(&+$1,&$/ (/(&75,&$/á 1(:),1,6+(6/,*+7,1*(48,30(17 0,//:25.á +28562)23(5$7,21 $030021'$< )5,'$< $0 306$785'$< $0 30681'$<á 6($7,1*&$3$&,7<á (03/2<((60$;,080:25.,1*'85,1*23(5$7,216+2856352-(&7'(6&5,37,21&$/,)251,$%8,/',1*&2'( &%& &$/,)251,$3/80%,1*&2'( &3& &$/,)251,$0(&+$1,&$/&2'( &0& &$/,)251,$(/(&75,&$/&2'( &(& &$/,)251,$),5(&2'( &)& &$/,)251,$(1(5*<&2'(&$/,)251,$*5((1%8,/',1*67$1'$5'6&2'(1$7,21$/),5(3527(&7,21$662&,$7,2167$1'$5' 1)3$$1' 5(/(9$17&2'(6'()(55('68%0,77$/66(3$5$7($33/,&$7,213/$1&+(&.$1'3(50,76$5(5(48,5(')257+()2//2:,1* á ),5(635,1./(5$1'),5($/$506<67(0á 6,*1$*(127( 68%0,77$/'2&80(176)25'()(55('68%0,77$/66+$//%(68%0,77('727+($5&+,7(&725(1*,1((52)5(&25':+26+$//5(9,(:7+(0$1'3529,'($127$7,21213/$16$1'25&$/&8/$7,216,1',&$7,1*7+$77+('()(55('68%0,77$/'2&80(176+$9(%((15(9,(:('$1'+$9(%((1)281'72%(,1*(1(5$/&21)250$1&(:,7+7+('(6,*12)7+(%8,/',1*7+(*(1(5$/&2175$&7256+$//7+(168%0,772%8,/',1*$1'6$)(7<',9,6,21)255(9,(:$1'$'',7,21$/3/$1&+(&.$1'3(50,7)((66+$//$33/<2&&83$17/2$'&$/&8/$7,2163(5&%&7$%/(2&&83$1&<$5($/2$')$&7252)2&&83$1765(7$,/6)6)2&&6($7,1*6)6)2&&:,1'2:6($7,1*
2&&3(56(59,&(%2+6)6)2&&727$/2&&83$176 (;,76 180%(52)(;,765(48,5(' #0,1 2&&83$176 180%(53529,'(' #0$;,080
)520)$57+(6732,17721($5(67(;,7,1635,1./('%8,/',1*3(5&%&7$%/(0$;,080&200213$7+2)75$9(/3(5&%&
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ԾԾ$ 6<0%2/6$%%5(9,$7,216$1'0$67(5.(<127(/(*(1'$ *(1(5$/127(6$ (*5(66$1'2&&83$1&<3/$1/(9(/Ծ$ $&&(66,%,/,7<'(7$,/6*(1(5$/$ $&&(66,%,/,7<'(7$,/6,17(5,25$ 6,7(3/$1ԾԾ$ 86($1'3$5.,1*$1$/<6,6ԾԾԾ$5&+,7(&785$/'(02/,7,21$' '(02/,7,2175(1&+)/2253/$1Ծ$5&+,7(&785$/$ 352326(')/2253/$1Ծ$ (48,30(173/$1$ (48,30(176&+('8/($ ),1,6+3/$1$1'6&+('8/($ 5()/(&7('&(,/,1*3/$1/(9(/$ (1/$5*('5&3'(&25$7,9(:22')5$0($ (;7(5,25(/(9$7,216Ծ$ 6(&7,216%8,/',1*$ (1/$5*('3/$1$1'6(&7,216$ ,17(5,25(/(9$7,216$ (1/$5*('5(6752203/$16$1'(/(9$7,216$ $66(0%/,(6:$//7<3(6$ '(7$,/6*(1(5$/$ '2256&+('8/($1'7<3(60(&+$1,&$/0 0(&+$1,&$/*(1(5$/127(60 +9$&3/$10 0(&+$1,&$/'(7$,/60 0(&+$1,&$/6&+('8/(60 0(&+$1,&$/63(&,),&$7,2160 0(&+$1,&$/63(&,),&$7,2160 0(&+$1,&$/&2'(&203/,(1&(3/80%,1*3 3/80%,1**(1(5$/127(63 3/80%,1*:$7(5 6$1,7$5<3/$163 3/80%,1*5,6(563 3/80%,1*'(7$,/63 3/80%,1*6&+('8/(63 3/80%,1*63(&,),&$7,2163 3/8%,1*63(&,),&$7,216(/(&75,&$/( (/(&75,&$//(*(1'$1'*(1(5$/127(6( /,*+7,1*3/$1( 32:(53/$1( 21(/,1(',$*5$0$1'3$1(/%2$5'6&+('8/(( (1(5*<&2'(&203/,$1&(( (1(5*<&2'(&203/,$1&(( (1(5*<&2'(&203/,$1&(( (1(5*<&2'(&203,$1&(( (/(&75,&$/63(&,),&$7,216( (/(&75,&$/63(&,),&$7,216),5(3527(&7,21)$ ),5($/$50127(6'(7$,/6$1'6<0%2/6)$ ),5($/$50)/2253/$1)$ ),5($/$5063(&,),&$7,216)6 ),5(635,./(5127(6'(7$,/6$1'6<0%2/6)6 ),5(635,./(5127(6'(7$,/6$1'6<0%2/6)6 ),5(635,1./(563(&,),&$7,21668,7(0,12586(3(50,768%0,77$/ 35 35 17
(*5(66 +285:$//6(3$5$7,216 $&&(66,%/(3$7+2)75$9(/(*5(663$7+2)75$9(/(;,76<0%2/)(),5((;7,1*8,6+(55(7$,/$5($6($7,1*$5($%$&.2)+286($1'6(59,&($5($(;,7 5()(5726+((7$)25*5$3+,&6<0%2/6$%%5(9,$7,216$1'*(1(5$/127(6 5()(5726+((76:$//7<3(6$1'Ü)/225$1'&(,/,1*7<3(6Ý )25:$//)/225$1'&(,/,1*7<3(6 3529,'($&&(66,%/(6,*1$*(5()(572'(7$,/$ 7+(0($162)(*5(66$1'(;,7',6&+$5*(6+$//%(,//80,1$7('$7$1<7,0(7+(%8,/',1*,62&&83,(':,7+$/,*+7,17(16,7<2)12/(667+$121()227&$1'/($77+(:$/.,1*685)$&(/(9(/3(5*29(51,1*&2'(5(48,5(0(176 $//(;,7'22566+$//%(23(5$%/()5207+(,16,'(:,7+2877+(86(2)$.(<722/25$1<63(&,$/.12:/('*(25())25721/<7+(0$,1(175<'22560$<+$9(.(<23(5$7('+$5':$5($1'6+$//+$9($5($',/<9,6,%/('85$%/(6,*1$%29(7+('22567$7,1*Ü7+,6'22508675(0$,181/2&.(':+(1%8,/',1*,62&&83,('Ý ,1%/2&./(77(56$0,1,0802)21(,1&++,*+21&2175$67,1*%$&.*5281'3(5*29(51,1*&2'(5(48,5(0(176%&'( ( ),5(5$7(':$// ( +55$7(':$//81'(5&$%,1(7:,1'2:6($7,1*)()(&/($53$7+2)75$9(/)520%2+
5(7$,/6)6($7,1*$5($6)6(59,&(%2+6)
&/($53$7+2)75$9(/)520:&
1,&/2&$7,21)25),5($/$5038//6:,7&+(;,7(;,7)(2&&83$17/2$'&$/&8/$7,2163(5&%&7$%/(2&&83$1&<$5($/2$')$&7252)2&&83$1765(7$,/6)6)2&&6($7,1*6)6)2&&:,1'2:6($7,1*
2&&3(56(59,&(%2+6)6)2&&727$/2&&83$176 127( 7+(5($5(12025(7+$1(03/2<((6:25.,1*$77+,6/2&$7,21$7$7,0((;,76 180%(52)(;,765(48,5(' #0,1 2&&83$176 180%(53529,'(' #0$;,080
)520)$57+(6732,17721($5(67(;,7,1635,1./('%8,/',1*3(5&%&7$%/(0$;,080&200213$7+2)75$9(/3(5&%&
0$;127( 7+(5($5(12025(7+$1(03/2<((6:25.,1*$77+,6/2&$7,21$7$7,0(*5$3+,&6/(*(1'(;,7/2$'62&&83$17/2$'5(675220),;785(&28176+((7127(65(9,6,216,668('$7(& ?B/RFDO5HYLW?$5&+ 5 %($0,1*B&HVDU&KDFRQUYW 30$3/$1&+(&.68%0,77$/ 127)25&216758&7,21352-(&7180%(5 (*5(66$1'2&&83$1&<3/$1 /(9(/%HDPLQJ:(67&/,))'5,9(1(:3257%($&+&$ 68,7(2&&83$17/2$'),;785(7<3(),;785(65(48,5('),;785(63529,'(':$7(5)2817$,16:$7(5&/26(76:$7(5&/26(7685,1$/6/$9$725,(6/$9$725,(63(57$%/(&$/,)251,$3/80%,1*&2'(),;785(63(53(56210$/( )(0$/( $2&& 6)
(*5(66$1'2&&83$1&<3/$10,12586(3(50,768%0,77$/ 18
$5($2):25.3$7+7275$6+$5($ ( 75$6+(1&/2685($3352;',67$1&(72 ( 75$6+(1&/2685(
$&&(66,%/(3$7+:$<:(67&/,))'5,9(127( 7+,63/$1,6)255()(5(1&(21/<(;,67,1*3$5.,1*&85%65$0366(7%$&.6(7&6+$//5(0$,1$&&(66,%/(3$7+)520675((7:(67&/,))'5,9(%8,/',1* 3/$1&+(&. ,59,1($9(18(3523(57</,1($'$$&&(66,%/(5287(75$6+5287(*5$3+,&6/(*(1'5(9,6,216,668('$7(& ?B/RFDO5HYLW?$5&+ 5 %($0,1*BFHVDUFKDFRQ-0(9<UYW $0$3/$1&+(&.68%0,77$/ 127)25&216758&7,21352-(&7180%(5 6,7(3/$1%HDPLQJ:(67&/,))'5,9(1(:3257%($&+&$ 68,7(
6,7(3/$10,12586(3(50,768%0,77$/ 35
12786('19
5(9,6,216,668('$7(& ?B/RFDO5HYLW?$5&+ 5 %($0,1*BFHVDUFKDFRQ-0(9<UYW $0$3/$1&+(&.68%0,77$/ 127)25&216758&7,21352-(&7180%(5 86($1'3$5.,1*$1$/<6,6%HDPLQJ:(67&/,))'5,9(1(:3257%($&+&$ 68,7( 35 35 35 20
%&'(1,&*(1(5$/$5($2)75(1&+,1*6+2:1)255()(5(1&(21/<*(1(5$/&2175$&72572&21),506/$%&876:,7+/$1'/25'
6$5&+,7(&7%()25(&200(1&,1*:25. 5()(5726+((7$)25*5$3+,&6<0%2/6$%%5(9,$7,216$1'*(1(5$/'(02/,7,21127(6 (;,67,1*)/2256/$%6+$//%(%528*+772$/(9(/&/($1$1'60227+685)$&(:,7+28767$,165($'<)256($/(525)8785()/225,1*(;,67,1*:$//'(02&21&5(7(*5$3+,&6/(*(1'6+((7127(65(9,6,216,668('$7(& ?B/RFDO5HYLW?$5&+ 5 %($0,1*B&HVDU&KDFRQUYW 30$'3/$1&+(&.68%0,77$/ 127)25&216758&7,21352-(&7180%(5 '(02/,7,2175(1&+)/2253/$1%HDPLQJ:(67&/,))'5,9(1(:3257%($&+&$ 68,7(
'(0275(1&+3/$10,12586(3(50,768%0,77$/ 21
+285:$//1(::$//(;,67,1*:$//:$/.,1&22/(5:$//29(5+($'6+(/9,1*;:$//7<3(1(738%/,&$5($ 5()(5726+((7$)25*5$3+,&6<0%2/6$%%5(9,$7,216$1'*(1(5$/127(6 5()(5726+((7:$//7<3(6)25:$//7<3('(7$,/6 5()(5726+((76(*5(66$1'2&&83$1&<3/$16)25(*5(66&2'($1$/<6,6$1'),5(5$7('$66(0%/<,1)250$7,21 5()(5726+((76),1,6+3/$16$1',17(5,25),1,6+6&+('8/()25)/225),1,6+(6 5()(5726+((7'2256&+('8/($1'7<3(6)25'2256,=(6$1'7<3(6)256+(/9,1*29(5
7$//%$*%2/7:$//81,7672:$//)5$0,1*$//&5$&.6$1'&5(9,&(6$7251($5)22'35(3$5$7,21(48,30(176+$//%(6($/('$//&2817(572366+$//+$9($1($6,/<&/($16$%/(685)$&( $//)22'6+$//%(6725('$7/($672))7+()/225$//&217$,1(566725('21'2//,(65$&.6253$//(766+$//%(($6,/<029$%/(6+(/9,1*72%(&216758&7('62$672%(($6,/<&/($1%$/($//(48,30(176+$//%((,7+(5($6,/<029$%/( ,(21&$67(56 /,*+7(128*+62$672%(($6,/<029('%<21(3(5621,167$//('215$,6('0,180805281'0(7$//(*6256($/(',1326,7,2121$0,18080+,*+&217$1',17(*5$//<&29('%$6(25&29('&215(7(&85%72)$&,/,7$7(($6(2)&/($1,1**$36$1'63$&(6%(7:((1(48,30(17%$6($1'7232),6/$1'66+$//%(6($/(':,7+$121+$5'(1,1*6,/2&21(6($/$17%&'(*5$% *2836):&3,&.832$76283 72$67'5$)772:(5%2267(56(;,67,1*6725()5217
0(5&+6+(/9(63$675<&22/(55(*,67(5
6)6($7,1*6)6(59,&(%$5(;,67,1*&$123,(629(5+($'
6)%2+
$'$6($7,1*)520/(*6&/5 1,&$
/$%$$%%&&&''
&
/
1(738%/,&$5($*5$3+,&6/(*(1'6+((7127(65(9,6,216,668('$7(& ?B/RFDO5HYLW?$5&+ 5 %($0,1*B&HVDU&KDFRQUYW 30$3/$1&+(&.68%0,77$/ 127)25&216758&7,21352-(&7180%(5 352326(')/2253/$1%HDPLQJ:(67&/,))'5,9(1(:3257%($&+&$ 68,7(
352326(')/2253/$1 [&/($5.1((&/($5$1&($1'0,1)520),1,6+)/22572%277202)7$%/($&&(66,%/(6($7,1* 727$/ 2)727$/0,18080$1'3(5($&+7<3(2)6($7,1* $&&(66,%/(&2817(5$5($#$))6((;$(/(&75,&$/3$1(/6(((/(&75,&$/)851,6+,1*%8,/7,10,//:25.$&&(66,%/(&$6+,(567$7,21$))6((;$;;;1(:'5<:$//$5281' ( 07/678'63+21('$7$%2$5'3529,'(&21'8,7)25&$%/(6&225',1$7(:,7+2:1(5,1),(/'61((=(*8$5'83720,1+72)6(($&/($5'28%/($&7,1*(/,$621'225:,7+9,(::,1'2:3529,'(6+(/9,1*%(/2:6(59,&(%$568%0,76+23'5$:,1*6)255(9,(:'28%/(6,'('&$6+,(5,3$'0,12586(3(50,768%0,77$/ 22
5()(5726+((7$)25*5$3+,&6<0%2/6$%%5(9,$7,216$1'*(1(5$/127(6 $//685)$&(6127(/(9$7('25&$//('2876+$//0$7&+$'-$&(17685)$&(6 6+23'5$:,1*6)25$5&+,7(&785$/0(7$/6+$//6+2:',0(16,216:(,*+7$1'&211(&7,2165(48,5('72$&&2002'$7(7+(*$/9$1,=,1*$1'63(&,$/3$,17,1*352&(66(66+23'5$:,1*66+$//,1&/8'(29(5$//',$*5$0)25&211(&7,216$1''(7$,/62)7+26(&211(&7,216$//&211(&7,2166+$//%(:(/'('*5,1'60227+$1'6+2335,0('$1'3$,17(' &2175$&7256+$//9(5,)<$//0$7(5,$/6&2/256$1'),1,6+(6:,7+7+($5&+,7(&7$1<',6&5(3$1&,(6127('6+$//%(%528*+7727+($77(17,212)7+($5&+,7(&7)25&/$5,),&$7,2135,2572%(*,11,1*:25.2525'(5,1*0$7(5,$/6 3$,17(;326('&21'8,7720$7&+$'-$&(17685)$&(81/(66127('27+(5:,6( $//$5($6:+(5(60227+3/$67(52&&856&2175$&725723529,'(%$6(&2$7$1'0(6+&5$&.,62/$7,216<67(05()(57263(&,),&$7,21 */$66'225$'-$&(173$1(/6$1'$//*/$=('23(1,1*6:,7+,12)7+($'-$&(17)/2256+$//%(2)6$)(7<*/$=,1*5()(57263(&,),&$7,215()(5727127$7,2121(;7(5,25(/(9$7,216/(9(/
(/ &(,/,1*
726725()5217
%&'(/(9(/
(/ &(,/,1*
726725()5217
(;,67,1*&$123,(635,0$5<6,*1 21(6,*121/<)257+,6/2&$7,2168%-(&772/$1'/25'',6&5(7,210$;,080$5($;/,1($/)73/8664)70$;0$;+(,*+7 &(17(5(',163$&($//277('29(55(&(,9(5621$5&+,7(&785$/5$,/0$;
127( %8,/',1*6,*1$*($//2:$1&(6$33529('81'(5%8,/',1*2:1(5
63(50,73$ &6 6+((7127(65(9,6,216,668('$7(& ?B/RFDO5HYLW?$5&+ 5 %($0,1*B&HVDU&KDFRQUYW 30$3/$1&+(&.68%0,77$/ 127)25&216758&7,21352-(&7180%(5 (;7(5,25(/(9$7,216%HDPLQJ:(67&/,))'5,9(1(:3257%($&+&$ 68,7(
($67(/(9$7,21
1257+(/(9$7,21 6,*1$*(0,12586(3(50,768%0,77$/ 23