02-15-2000 - Sales Agreement with Virgil ButlerCity of West Covina
Memorandum
TO: City Manager and City Council
FROM: Jeffrey W. Collier, Director
Public Services Department
SUBJECT: SALES AGREEMENT WITH VIRGIL BUTLER
AGENDA
ITEM. NO. C - 1
DATE FebruM 15, 2000
SUMMARY: The City Council authorized staff to prepare a Sales Agreement to purchase
from Virgil Butler a 1.4 acre vacant lot adjacent to the Maverick ball field. That
Sales Agreement is now ready for City Council approval.
BACKGROUND:
The City Council authorized staff to negotiate a Sales Agreement with Virgil Butler for his
vacant lot. that is northerly of and adjacent to the Maverick ball field. That Sales Agreement is in
accordance with the terms previously presented to the City Council which includes a lump sum
payment of $208,000 and a sharing of the closing costs. This lot will be combined with the
adjacent 10 acres owned by Valencia Heights Water Company, which will then be subdivided
resulting in Valencia Heights Water Company having two lots (0.33 acre and 1.67 acres) totaling
2 acres with access and water line easements to them and the City having one lot with
approximately 9.4 acres as indicated on the attached sketch. The City lot will include the
existing equestrian and baseball facilities.
DISCUSSION:
The acquisition of the 1.4-acre lot owned by Mr. Butler makes it possible for the City to provide
Valencia Heights Water Company with 2 acres of land while retaining sufficient remaining land to
continue the equestrian and baseball uses. As agreed with Mr. Butler, the City will pay him
$208,000 for a financially unencumbered ownership of his 1.4-acre parcel. In addition, the City
will pay for the title and environmental research since they are also necessary for the City's Parcel
Map to combine and resubdivide the Butler and Valencia parcels. The City will also pay for its
legal co ' sts-i pursuing this sale. The remainder of the closing costs will be shared by Mr. Butler
and the City.
The City's Parcel Map relative to these parcels is being prepared and will be submitted to the City
Planning Commission on February 8, 2000 for conditional approval. The final Parcel Map will
then be processed with City Council approval anticipated during or before May 2000. Staff will
attempt to expedite this process although it is primarily controlled by the County Engineer. In any
eventuality the map will not be finalized before the expiration on March 30.- 2000 of the current
lease extension. A final extension of the lease will be before the City Council on March 21, 2000
when a more accurate finalization date will be known.
OPTIONS:
If the City desires to retain the Maverick Field and Ridgeriders improvements, there is no option to
the purchase of the Butler property.
FISCAL IMPACT:
There is no identified restrictive source available to ftind this purchase. Due to the long-term nature
of this acquisition, the,use of General Fund Reserves (Account No. 110-300) is proposed. The.
purchase price plus the other associated costs are not expected to exceed a total of $220,000.
WUPITEMBLDE'S FILMAGENDA - 2000\Sales Agreement with Virgil But.lendoc2000-106ct
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City Manager and City Council
Page 2 - February 15, 2000
RECOMNMNDATION:
It is recommended that the City Council take the following actions:
1. Approve the purchase of 1.4 acres from Virgil Butler for $208,000.
2. Authorize the Mayor and City Clerk to execute the Sales Agreement with Virgil
Butler.
3. Appropriate $220,000 from General Fund Reserves (Account No. 110-300) to
Account No. 110-320-3029-7700.
Prepared by:
Thomas M. Mayer
City Engineer
Reviewed and approved by:
W. Collier
Services Director
Reviewed by:
Margie TuckerO
Finance Director
Attachments: Sketch
Sales Agreement
AJUPITERMDE'S FILMAGENDA - 2000\Sales Agreement with Virgil Butler-doc: 2000-106ct
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AGREEMENT FOR ACQUISITION OF REAL PROPERTY
AND ESCROW INSTRUCTIONS
THIS AG REEMENT FOR ACQUISITION OF REAL PROPERTY AND ESCROW
INSTRUCTIONS, (this "Agreement") is dated 2000, for reference purposes
only and is entered into by and between VIRGIL J. BUTLER and ROSEMARY 1. BUTLER,
husband an * d wife (together ."Seller"), and the CITY OF WEST COVINA, a municipal
corporation ("Buyer").
BE C IT A L S:
A. . Seller is the owner of that certain real property consisting of approximately 1.44
acres located in the City of West Covina, County of Los Angeles, State of California, more
particularly described on Exhibit "A" attached hereto and incorporated herein by reference (the
"Land").
B. , Seller wishes To sell and Buyer wishes to purchase the Land, together with (i) all
improvements now or hereafter constructed thereon; (ii) all rights, privileges, easements,
licenses and interests appurtenant Ehereto, including, without limitation, all mineral, oil, gas,
water and water rights; and (iii) all intangible property owned or held by Seller in connection
with the Land, including, without limitation, any development rights, govenumental approvals
and land entitlements. The Land and all of the foregoing (i) through (iii) are collectively
referred to herein as the "Property".
NOW, THEREFORE, incorporating the foregoing recitals and in consideration thereof,
in consideration of the mutual covenants and conditions contained herein and for other good and
valuable considerationj the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows:
TERMS AND CONDITIONS
. 1". AGREEMENT TO -SIELL AND PURCHASE. Seller agrees to sell the Property
to Buyer, and Buyer agrees to purchase the Property from Seller, upon the terms and for the
consideration set forth in this Agreement.
2. PURCHASE PRICE. The total purchase price for the Property shall be the sum
of TWO HUNDRED EIGHT THOUSAND DOLLARS ($208,000.00)("Purchase Price"). On
or before L00 p.m. on the business day preceding the Closing Date, Buyer will deposit The
Purchase Price with Escrow Holder in "good fhads. " "Good funds" shall mean a wire transfer
of funds, cashier's or certified check drawn on or issued by the offices of a financial institution
located in the State of California, or cash. Buyer and Seller each agree to execute and deliver
to Escrow Holder such documents as required by Escrow Holder for the reporting of interest
credited to each party.
3. OPENING Of QSCROW. Within three (3) business days after Buyer and Seller
have executed this Agreement, Buyer and Seller agree to open an escrow ("Escrow") with First
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American Title Insurance Company, 520 N. Central Avenue, Glendale, California, 91203, (818)
242-5800, Attention: ("Escrow Holder"). Escrow shall be deemed
opened upon execution by both parties of this Agreement and delivery of same to Escrow Holder
(" Opening of Escrow ."). Within ten G 0) days � following the Opening of Escrow, Escrow Holder
shall sign and deliver EO Buyer and Seller the acceptance of The Agreement and the Escrow set
forth below and shall deliver to each of Buyer and Seller written co firmation of e� e of
a di, dat
Opening of Escrow, the date for Buyer's initial review of title under ParagoRh 7, the Due
Diligence Date under ParagMh 8(d) and the Closing Date under Par4gMh 4. This Agreement,
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together with such standard provisions as may be required by Escrow, constitutes the joint
Escrow Instructions of Buyer and Seller, and1scrow Holder is hereby empowered to act under
I
this Agreement. In the event of any conflict � between the terms of this Agreement and Escrow
Holder's general conditions or other instructions, the provisions of this Agreement shall prevail.
The parties hereto agree to do all acts reasonably. necessary to close'the Escrow.
4. CJOSING DATE. The term 1"Close of Escrow" shall mean the date the Grant
Deed (defined below) is recorded in the Official Records of Los Angeles County, California.
Close of Escrow shall occur on or before the Closing Date. The term "Closing Date" shall
mean the date which is sixty (60) days after Opening of Escrow, or such other date as may be
agreed upon in writing by the parties hereto. I If the Closing Date shall fall on a Monday or fall
on a weekend or holiday, the Closing Date shall be the next business day.
5. CONVEYANCE OF TITLE. Seller agrees to convey to Buyer at Close of Escrow
by grant deed in form acceptable to Buyer �"Grant Deed") marketable fee simple title to the
Property free and clear of all recorded and unrecorded liens, encumbrances, assessments,
easements, leases, and taxes, subject only to the Permitted Exceptions (hereinafter defined)
6. TITLE INSUPANCE POLICY ' Escrow, Holder shall, concurrently with the
recording of The Grant Deed to Buyer, provide Buyer with a CLTA Standard Coverage Policy
of Title Insurance in the amount of the Purchase Price issued by First Aiiierican Title Insurance
Company ("Title Company"), showing the fide to the Property vested in Buyer, subject only to
the Permitted Exceptions ("Title Policy"). Buyer may elect to obtain ALTA coverage at Buyer's
additional cost and expense.
7. COMMITM T-FOR TITLE I INSURANCE.
(a) Buyer shall have the right to obtain, at Buyer's expense, a Commitment
for Title Insurance issued by Title Company. � together with copies of all documents referred W
therein (collectively, the "Commitment") and a map prepared by Title Company plotting all
easements shown therein. Buyer shall have thirty (30) calendar days following the luer of (i)
the date of Opening of Escrow; or (ii) the date that Buyer has received the Commitmem from
Title Company to accept any or all items ("Pirmirted ExceprionSh) or reject any item or items
disclosed by the Commitment ('Disapprovedl Exceptions"). If Buyer fails to notify Seller in
writing of any Disapproved Exceptions within said thirty (30) calendar day period, Buyer shall
be deemed to have approved and accepted the Comm . tment. If Buyer shall disapprove of any
item in the Commitment, Seller shall, within five (5) days following receipt of such disapproval,
advise Buyer in wnEing, whether or not Seller shall cause to be eliminated any such Disapproved
Exceptions. SeHer's failure to send such nonce shall be deemed to constitute Seller's election
not to eliminate such Disapproved Exceptions'as of the end of such five (5) day period. If Seller
elects to eliminate such Disapproved Exceptions, the Escrow shall remain open and Seller shall
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be obligated to convey the Property to Buyer subject only to the Permitted Exceptions. if Seller
elects, or is deemed to have elected, not to eliminate any Disapproved Exceptions, Buyer shall
have Elie right, within five (5) days following such election or deemed election, to either agree
in writing to accept The Property subject to the Disapproved Exceptions which Seller has elected
not to eliminate (in which event such Disapproved Exceptions shall be deemed Permitted
Exceptions), or to terminate this Agreement and the Escrow. Buyer's failure to send such notice
shall be -deemed Buyer's election to terminate this Agreement and the Escrow. Upon such
termination, neither Buyer nor Seller shall have any ftirther liability hereunder, except that Buyer
shall be entitled to the prompt return of any finids deposited by Buyer with Escrow Holder less
Buyer's share of Escrow costs to date of cancellation.
(b) Upon the issuance of anY* amendment or supplement to the Commitment
which adds additional exceptions the foregoing right
t of review and approval shall also apply to
said amendment or supplement.
(c) Notwithstanding anything to the contrary herein, Buyer shall be deemed
to have automatically objected to all deeds of Trust, mortgages, judgment liens, mechanics' liens,
federal and state income tax liens, delinquent general and special real property Taxes and
assessments and similar monetary encumbrances affecting the Property, and Seller sh4-1
discharge any such non -permitted title matter of record prior to or concurrently with the Close
of Escrow.
8. DUE DILIGENCE REVIEW.
(a) Within ten (10) days following the Opening of Escrow, Seller shall deliver
to Buyer all Due Diligence Items for Buyer's review. The term "Due Diligence Items" shall
collectively refer to all documents relating to the Property which Seller has in its possession or
control (or has reasonable access thereto and knowledge thereof), including without li i 'on
(and to the extent such items exist), copies of the by-laws and articles of -incorporation for any
owner's association affecting the Property; all leases, contracts and agreements and all
amendments and modifications To any such leases, contracts and agreements; surveys (including
any ALTA surveys); insurance claims reports and copies of insurance policies; engineering
reports, soils studies, soils compaction reports; and environmental aud ' its and reports,
environmental remediation plans (an4 all correspondence and documents related thereto) , copies
of all building and operational permits, plans and specifications, inspection reports and other
items relating to the construction of improvements and governmental approvals thereof.
(b) The foregoing recitation of documents shall not be construed to imply that
Seller has in its possession any such documents. Seller shall not be required to obtain
documents which are not presently in The possession of Seller, including without limitation, any
documents on file with any governmental agencyaad Buyer shall be responsible for obrai i g
any such documents, provided that Seller will.cooperate with Buyer's efforts in regard thereto.
(c) Buyer or Buyer's representatives may enter on the Property to malce such
tests, surveys or other studies of the Property so long as Buyer pays for all such tests and studies
and keeps Elie Property free and clear of any liens, repairs or damage to the Property.
(d) The term "Due Diligence Date" shall mean the date which,is forty-five
(45) days after The later of (i) the date of Opening of Escrow, or (ii) The date that Buyer has
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received all Due D iligence Items from Seller. Buyer shall deliver written notice to Seller on or
before the Due Diligence Date as to Buyer's approval or disapproval of the Due Diligence liems
and of Buyer's inspection, of the Property. In the event. Buyer fails to deliver -such notice, Buyer
shall be deemed to have disapproved the Due Diligence Items.
9. CONDITIONS PRECEDENT TO BUYER'S OBLTGATION TO CLOSE
ESCROW. Buyer's obligation to acquire The Property is subject to ale satisfaction -of the
following conditions which are for Buyer's benefit only:
(a) Buyer has approved title To the Property as Provided in ParaUaRh 7.
(b) Oa or before the Due Diligence Date, Buyer has received and approved
(to the extent Buyer elects to do so):
(i) the physical condition of the Property;
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(ii) a Phase I environmental report;
(iii) an A.L.T.A. survey of The Property prepared by a licensed
. surveyor; and
(iv) all other Due Diligence Items delivered by Seller to Buyer or
otherwise obtained by Buyer.
Escrow. c - ) Title Company commits to issue the Title Policy dated as of the Close of
(d) All representations and warranties of Seller specified in Paragraph 12(a
or otherwise in this Agreement are true and correct as of Close of Escrow.
(e) Escrow Holder holds and will deliver to Buyer as of Close of Escrow the
instruments accruing to Buyer pursuant to this Agreement.
If Buyer has not delivered written notice of approval of the above conditions to Seller by
the times provided, or if no time is provided, on or before the Close of Escrow, each such
condition shall automatically and conclusively be deemed to have been disapproved by Buyer,
and Buyer shall have the right to terminate this Agreement and the Escrow. Upon such
termination, thereafter neither Buyer nor Seller shall have any further liability hereunder, except
that Buyer shall be entitled to the prompt return of any funds deposited by Buyer with Escrow
Holder less Buyer's share of Escrow costs to date of cancellation.
1 10. CONDITIONS PRECEDENT TO SELLF-R-S OBLIGATION TO CLOSE
ESCROW. Seller's obligation to perform this Agreement is subject to the satisfaction of the
following conditions which are for Seller's benefit only -
(a) Escrow Holder holds and will deliver to Seller as of Close of Escrow the
Purchase Price and instruments accruing to Seller Pursuant to this Agreement.
11., CLOSING DOCUMENTS.
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(a) On or before 1:00 p.m. on Elie business day preceding the Closing Date,
Seller will execute, acknowledge, if appropriate, and deposit with Escrow Holder (i) the Grant
Deed; (ii) an original Non -Foreign Affidavit on Escrow Holder's form; - (iii) an original
California Form 590-RE Real Estate Withholding Exemption Certificate; and (iv) if requested
by Buyer, a Closing Certification as defined in ParagIga 12(c).
� M On or before 1:00 p.m. on the business day preceding the Closing Date,
Buyer will execute, acknowledge, if appropriate, and deposit with Escrow Holder (i) the
Purchase Price; and (ii) if elected by Buyer, a preliminary change of ownership statement.
M Both parties shall execute and deliver Through Escrow any other documents
or instruments which are reasonable necessary in order to consummate The purchase and sale of
the property.
(d) Escrow Holder shall confirm that any documents signed in counterpart are
The matching documents and shall combine the signature Pages thereof so as to create fully
executed documents. Escrow Holder will cause the Grant Deed to be recorded when it can issue
the Title Policy in the form described in Paragranh 6, and holds for the account of Buyer and
Seller, respectively, the funds and items described above to be delivered To Buyer and Seller,
respectively. Through Escrow, less costs, expenses and disbursements chargeable to Seller
pursuant to the terms hereof. Promptly following Close of Escrow, Escrow Holder shall date
all undated documents as of Close of Escrow and shall distribute to each of Buyer and Seller
Escrow Holder's closing statement andan original of each closing document deposited by the
other party in Escrow and copies (conformed if recorded) of any other documents deposited in
Escrow.
12. REPRESENTATIONS OF SELLFA.
(a) Seller hereby makes the following representations and warranties to Buyer,
each of which is material and relied upon by Buyer in making its determination to enter into this
Agreement, is true in all respects as of the date hereof and shall be true in all respects on the
date of Close of Escrow on The Property, and shall survive Elie Close of Escrow of the purchase
and sale of the ProperTy as well as any future Transfer of the Property to Buyer or any
transferee, successor or assignee of Buyer:
(i) Seller is the owner of and has fall right, power and authority to sell,
convey and transfer the Property To Buyer as provided herein and to carry out Seller's
obligations hereunder. Seller has obtained, or will obtain before the Close of Escrow, all
required'coasents, releases and permissions in order to vest good and maricetable title in
B I uyer subject to no other possessory, ownership or leasehold interests.
(ii) Seller will have received no notices, orders or directives as of Close
of Escrow from any applicable goverranental authority of zoning, building, environmental
protection, clean air, pollution, fire or health code violations with respect to the
Property.
(iii) As used herein, "Hazardous Substances" means any substance,
material or waste defined or designated as hazardous or toxic waste, hazardous or To=
material, hazardous or toxic subsmce, or other similar term, including, without
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limitation, Pefroleuru products or byproducts, or, asbestos comaming products, w, hich is
or becomes regulated by any federal, state or local governmental authority 1',starure,
regulation or ordinance, including, but not limited to, any substance defined �such or
regulated by any "Superfund" or "Superlien" law, or any other federal, state or local
law, statute, ordinance, code, rule, regulation, order or decree regulating, rel�ling to,
or imposing liability or standards of conduct concerning Hazardous Materials and/or oil
wells and/or underground storage tanks'and/or pipelines, as now, or at any tune
her6after, in effect. To.the best of Seller's knowledge, G) There exist no na'z'ardous
Substances, on, under or around the ProperTy, groundwater, or otherwise; (ii) S�Ner has
received no written notice from any third parties, prior owners of the Properryj or any
federal, state or local governmental agency, indicating that "any additional ]��ardous
waste remedial or clean-up work will be required; (iii) there are not any on -site! spills,
releases, discharges or disposal of Hazardous Substances which have occurred or are pre-
seutly occurring on any of the Property; Ov) no * spills or disposal of Hazardous
Substances' have occurred or are presently occurring off the Property as a result',of any
activities on The Property; and (v) there exist no underground gasoline or other �'S�Torage
T
tanks on, under or about the Property. Nothing in the fore g*oing shall diminish any
obligations of Seller under applicable federal. stale or local law.
1
Ov) There are no pending, or -threatened litigqtion,, allegations, lawsuits
or claims. whether for personal injury, prop' 6
erty damage, landlord-tenam disputes.,
property taxes, contractual disputes or otherwise, which do or may affect the Ptopenv
or the operation or value thereof, and There are no actions or proceedings pendin g�� �r, to
the best of Seller's knowledge, Threatened against Seller before any cd'un or
administrative agency in any way connected with The Property and neither The ente i LF
ring
into of this Agreement nor the consummation' of the tratisactions contemplated '�6reby
will constitute or result in a violation or breach by Seller of any judgment, order, writ,
injunction or decree issued against or imposed upon it, nor constitute or result 1,in any
default or event that with The notice or lapse of time, or both, wid uld be a default, breach
or violation of any lease, mortgage, deecl of Trust or other agreement, instrument or
arrangement by. which Seller or the Property are bound.
(v) There are no contracts, leases, claims or rights affecting The Pr operry
and no contracts or agreements have been entered into by or under Seller, 61r�l or
written, which shall survive The Close of Escrow.
(vi) AN Due Diligence Items provided by Seller to Buye..
accurate and complete copies of same and, to 'the best knowledge of Selle'r, all
information contained in the Due Diligence Items is true, accurate and complete
(vii) Seller is not a "foreign person" within the meaning of Secui
on 1445
of the Internal Revenue Code of 1986, as amended, or California Revenue and 1�
Tax Code
Section 1880, as amended.
(b). Within five (5) days following the Opening of Escrow, Sellet' shall
deliver to Buyer any and all disclosures a . s,required by applicable law -in connection wi I th the
proposed, mansfer of ownership of real property.
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(c) , If Seller becomes aware of any.act or circumstance which would change
or render incorrect, in whole or 'in part, any representation or warranty made by Seller under
this Agreement, whether as of the,daTe given or any time thereafter through the Closing Date
and whether or not such representation or warranty was based upon Seller's knowledge and/or
belief as of a certain date, Seller will give immediate written notice of such changed fact or
circumst . ance to Buyer, but such notice shall not release Seller of its liabilities or obligations with
respect Thereto. If requested by Buyer, Seller shall issue a certificate regarding representations
and warranties in form reasonably satisfactory to Buyer and Seller. for delivery to Buyer through
Escrow at the Close of Escrow ("Closing Certification"), stating that all the representations and
warranties contained in Paragrgb 12(a) are True and correct as of said date, or setting I forth in
detail - which- of such matters are not True and correct,
13- , IndgnMity. Seller shall indemnify Buyer agamst and hold Buyer harmless from
any and all loss, damage, liability or expense, including court costs and reasonable attorneys'
fees, which Buyer may reasonably incur or sustain either prior to or following the Close of
Escrow by reason of or in connection with (i) any misrepresentation made by or on behalf of
Seller contained in any certificate or other instrument furnished or to be furnished by Seller, or
-at its request hereunder; 00 =Y breach of SeHer's represemations and/or warranties contained
herein; (iii) the failure of Seller To fulfill any of its covenants or agreements under this
Agreement; (iv) any and all obligations, liabilities, claims, accounts, demandsi liens or
encumbrances, whether direct, contingent or consequential, and no matter how arising, in any
way related to or arising from any act, conduct, omission, contract, agreement or commitment
of Seller or iu any way relating to or arising from the consTruction, completion, sale, use or
occupancy of the Property prior to The Close of Escrow; or (v) in any way relating To the
generation, treatment, storage or disposal of Hazardous Materials or Substances prior to the
Close of Escrow.. Buyer shall notify Seller within ten (10) days in the event any claim is made
against it for which Seller shall have agreed to indemnify Buyer as set forth in this Agreement,
and Seller shall thereupon undertake to defend and hold Buyer free and harmless Therefrom.
Should Seller fail To discharge or undertake To defend against any such liability, then Buyer way
settle Elie same, and Seller's liability, to Buyer shall be conclusively established by such
settlement, the amount of such liability shall include both the settlement consideration and the
reasonable costs, attorneys' fees and expenses, necessarily incurred by the Buyer in effecting such
settlement.
14. PRORATIONS AND EXPENSES.
(a) All non -delinquent general and special real property taxes and assessments
shall be prorated to The Close of Escrow. Any supplemental tax bills received, after Close of
Escrow shall be paid by Seller to the extent they relate to a period prior to Close of Escrow, and
by Buyer to the extent they relate to a period after Close of Escrow-
� (b) Buyer and Seller shall cause any and all utilities which are in the name of
Seller to be transferred to the name of Buyer as -of the Close of Escrow or as soon thereafter as
practicable.
(c) - in the event final amounts with respect to any proTations are not available
as of Close of Escrow, the proration shall be done- on an estimated basisand the parties shall
prepare a final proration within sixty (60) days following Close of Escrow. Any party who is
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