Loading...
2012 10 02 SACITY AS SUCCESSOR ACENCY TOTH E LA QUINTA REPEVELOPMENT ACIENCY Agendas and staff reports are available on the City's web page: www.la-quinta.org AGENDA CITY COUNCIL CHAMBERS 78-495 Calle Tampico I La Quinta, California Regular Meeting TUESDAY, OCTOBER 2, 2012 AT 4:00 P.M. Beginning Resolution No. SA 2012-011 CALL TO ORDER ROLL CALL Agency Members: Evans, Franklin, Henderson, Osborne. and Chairperson Adolph CLOSED SESSION - NONE PUBLIC COMMENT At this time, members of the public may address the Successor Agency on any matter not listed on the agenda. Please complete a "request to speak" form and limit your comments to three minutes. The Successor Agency values your comments; however in accordance with State law, no action shall be taken on any item not appearing on the agenda unless it is an emergency item authorized by GC 54954.2(b). CONFIRMATION OF AGENDA APPROVAL OF MINUTES APPROVAL OF MINUTES OF SEPTEMBER 18, 2012 CONSENT CALENDAR NOTE: Consent Calendar items are routine in nature and can be approved by one motion. 1 APPROVAL OF DEMAND REGISTER DATED OCTOBER 2, 2012 CITY AS SUCCESSOR AGENCY TO RDA 1 OCTOBER 2, 2012 2. APPROVAL OF A RESOLUTION AUTHORIZING THE PROCESSING OF DOCUMENTATION CONFIRMING THE SUCCESSOR AGENCY'S OWNERSHIP OF CERTAIN NON -HOUSING PROPERTIES AND CONDITIONALLY AUTHORIZING PROCESSING OF DOCUMENTATION TO REVERSE CERTAIN PURCHASE AND SALE TRANSACTIONS PURSUANT TO HEALTH & SAFETY CODE SECTION 34167.5 BUSINESS SESSION _- NONE STUDY SESSION — NONE DEPARTMENT REPORT TRANSMITTAL OF AB 1484 LOW -MOD INCOME HOUSING FUND DUE DILIGENCE REVIEW ADJOURNMENT The next regular meeting of the City as Successor Agency to the La Quints Redevelopment Agency will be held on October 16, 2012 commencing with closed session at 3:00 p.m. and open session at 4:00 p.m. in the City Council Chambers, 78-495 Calle Tampico, La Quinta, CA 92253. DECLARATION OF POSTING 1, Susan Maysels, Agency Secretary of the City as Successor Agency to the La Quinta Redevelopment Agency, do hereby declare that the foregoing agenda was posted on the outside entry to the Council Chamber at 78-495 Calle Tampico and on the bulletin boards at 51-321 Avenida Bermudas and 78-630 Highway 111, on September 28, 2012. DATED: September 27, 2012 SUSAN MAYSELS, Agencl StecretarY City of La Quinta, California CITY AS SUCCESSOR AGENCY TO RDA 2 OCTOBER 2, 2012 00902 Public Notices The La Quinta City Council Chamber is handicapped accessible. If special equipment is needed for the hearing impaired, please call the City Clerk's Office at 777-7103, twenty- four (24) hours in advance of the meeting and accommodations will be made. If special electronic equipment is needed to make presentations to the Successor Agency, arrangement should be made in advance by contacting the City Clerk's Office at 777-7103. A one (1) week notice is required. If background material is to be presented to the Successor Agency meeting, please be advised that eight (8) copies of all documents, exhibits, etc., must be supplied to the Agency Secretary for distribution. It is requested that this take place prior to the beginning of the meeting. Any writings or documents provided to a majority of the regarding any item on this agenda will be made available for public inspection at the City Clerk counter at City Hall located at 78-495 Calle Tampico, La Quinta, California, 92253, during normal business hours. CITY AS SUCCESSOR AGENCY TO RDA 3 OCTOBER 2, 2012' 00�1 Tar 4 4 a" CITY / "A HA / FA MEETING DATE: October 2, 2012 ITEM TITLE: Approval of Demand Register Dated October 2, 2012 AGENDA CATEGORY: BUSINESS SESSION: CONSENT CALENDAR: STUDY SESSION: PUBLTr. HFARINGi RECOMMENDED ACTION: It is recommended the Successor Agency of the La Quinta Redevelopment Agency: Receive and File the Demand Register Dated October 2, 2012 of which $166,968.50 Represents Successor Agency Expenditures as detailed below: Vendor: Account #: Amount: Purpose: Rutan & Tucker 231-9001-702.32-01 $960.00 Retainer Rutan & Tucker 232-9002-702.32-01 $480.00 Retainer Rutan & Tucker 232-9002-702.32-01 $5,628.50 SA -Coral Mt DDA Rutan & Tucker 232-9002-702.32-01 $144.00 SA -Washington St Apt Rutan & Tucker 237-9001-702.32-01 $480.00 Retainer Rutan & Tucker 237-9001-702.32-01 $4,468.50 SA-AB26 Implementation Rutan & Tucker 238-9002-702.32-01 $960.00 SA-AB26 Implementation Torre Nissan 417-9002-702.80-05 $153,847.50 Disbursement Request 0000 4 By adoption of Resolution No. 2012-002, the City of La Quinta has affirmatively elected to be the Successor Agency of the La Quinta Redevelopment Agency. Pursuant to Health and Safety Code Section 34177(a), the Successor Agency of the La Quinta Redevelopment Agency shall continue to make payments required pursuant to an adopted enforceable obligations payment schedule. The payments above are required pursuant to the enforceable obligations payments schedule adopted by the La Quinta Redevelopment Agency on January 17,2012. Pursuant to Health and Safety Code Seciton 34173(e), the liability of the Successor Agency of the La Quinta Redevelopment Agency, when acting pursuant to the powers granted under ABX126, are limited to the extent of the total sum of property tax revenues it receives pursuant to part 1.85 of ABX126 (e.g., Health and Safety Code Sections 34170 — 34190) and the value of assets transferred to it as Successor Agency for the dissolved La Quinta Redevelopment Agency. EXECUTIVE SUMMARY: None. FISCAL IMPACT: None. BACKGROUNDIANALYSIS: None. ALTERNATIVES: None. Respectfully submitted, 644&n�z S-IArj Robbeyn BIrd, Finance Director In M # rA MEETING DATE: October 2, 2012 ITEM TITLE: Adoption of a Resolution Authorizing the Processing of Documentation Confirming the Successor Agency's Ownership of Certain Non -Housing Properties and Conditionally Authorizing Processing of Documentation to Reverse Certain Purchase and Sale Transactions Pursuant to Health & Safety Code Section :34167.5 RECOMMENDED ACTION: AGENDA CATEGORY: BUSINESS SESSION: *17 CONSENT CALENDAR: I 61t111ri&3*$30xF Adopt a Resolution (1) authorizing the processing of documentation confirming the Successor Agency's ownership of 10 non�housing public use properties; and (2) conditionally authorizing the processing of documentation to reverse the purchase and sale transactions for the City's purchase of (a) the 86 acres of vacant land zoned for private development at the southwest corner of Jefferson Street and Ave. 52, and (b) the 9.89 acres of commercial property on Highway 111 and Dune Palms, including all actions necessary to refund the purchase price paid by the City, such as adding the obligation to refund the purchase price to the Recognized Obligation Payment Schedule. EXECUTIVE SUMMARY: The attorneys in the Post Redevelopment Working Group for the League of California Cities have been in general agreement until just recently that city - redevelopment agency property transfers that predated June 27, 2011, the effective date of Al3x1 26 ("AB 26") should be left in place until the completion of upcoming audits and the State Controller's review of the audit results. However, in late September, the Working Group reached a consensus that with regard to non - housing properties that were transferred by redevelopment agencies to their host cities from January 1, 2011 to June 30, 2011, the host city should consider transferring the properties to the successor agencies and, in essence, rescinding (e.g. unwinding) the 2011 transfers. It is suggested that these steps be taken prior to the commencement (or at least the completion) of the Due Diligence Review ("DDR")/Audit relating to the former redevelopment agencies' non -housing assets, which must be completed by December 15, 2012. The auditors conducting the DDR/Audit concurred that these steps are advisable given certain language in AB 26 and AB 1484. FISCAL IMPACT: The City and the Successor Agency will incur some administrative and legal costs related to preparing and recording quitclaim deeds. If the purchase and sale transactions are fully reversed, or "rescinded," the City should receive a refund of $8,320,000, the consideration it paid for some of the properties from the Successor Agency. This repayment obligation would have to be listed on the ROPS and be paid out of future tax increment. It is difficult to predict the other potential impacts of these actions. BACKGROUND/ANALYSIS: In anticipation of the passage of AB 26, many redevelopment agencies transferred their assets to their host cities. AB 26 included a provision intended to reverse these wholesale transfers. Specifically, AB 26 states that "[tlhe Legislature hereby f inds that a transf er of assets by a redevelopment agency [after January 1 , 20111 is deemed not to be in the furtherance of the Community Redevelopment Law and is thereby unauthorized." AB 26 further states, in part, that 1clornmencing [February 1, 20121, ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid ...... AB 26 envisioned all of a redevelopment agency's assets going to its successor agency for appropriate disposition. In this regard, AB 26 states, in part, that "[alll ... properties [and] buildings ... of the former redevelopment agency are transferred on [February 1, 20121, to the control of the successor agency." On April 20, 2012, the California State Controller issued a letter to all public agencies that stated "[ilf your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the successor agency of the relevant redevelopment agency." AB 1484 ("AB 1484") was signed by the Governor on June 27, 2012. It makes changes to AB 26 and establishes the DDR/Audit process. The DDR/Audit process includes a review of the property transfers from redevelopment agencies to their host cities. The DDR/Audit includes a process by which the auditor is to calculate the amount of funds available to be distributed to affected taxing agencies. Of 0001"; particular concern is a provision stating that the auditor is to "add any amounts that were transferred as identified in [section 34179.5(c)(2)] if an enforceable obligation to make that transfer did not exist." (Health & Safety Code section 34179.5(c)(6).) Section 34179.5(c)(2) consists of "the dollar value of assets and cash and cash equivalents transferred after January 1, 2011 ." AB 1484 contains a definition of "transferred," but unfortunately, like many other provisions of AB 26 and AB 1484, the definition is ambiguous. Section 341 79.5(b)(3) defines "transferred" as "the transmission of money to another party that is not a payment for goods or services or an investment...." It is unclear if or how this definition is intended to apply to the conveyance of real property. Moreover, it is unclear how it applies in situations where the conveyance is made for fair consideration (e.g., the fair market value of the property). Based upon the language in AB 1484, concerns have been raised by the League Working Group that the accountants performing the non -housing DDR/Audit will add the value of real property transferred during the subject time frame to the remittance amount that is to be turned over to the County Auditor/Controllers for distribution to the taxing agencies. (Health & Safety Code section 34179.5(c)(6).) The auditor conducting the La Quinta DDR/Audit indicated that this would be an unlikely result given the fact that the real property assets are not liquid assets. Nonetheless, in order to be conservative and to comply with the letter of the legislation, transferring the properties to the Successor Agency is recommended. In addition, based upon the two completed "Asset Transfer Review Reports" issued by the State Controller's Office (Milpitas and Morgan Hill), it is likely that the 10 properties that were transferred without compensation will ultimately be ordered to be conveyed to the Successor Agency for distribution consistent with AB 26. The State Controller's office has taken the position that even public use properties that ultimately may be transferred to the City for public use must first be held by the Successor Agency and then transferred to the appropriate agency or entity with the approval of the Oversight Board. Is it important to note that Health & Safety Code section 34181 (a) allows the Oversight Board to permit the transfer of government use property to the City. Twelve non -housing properties held by the former Redevelopment Agency were conveyed to the City in the subject time period. Of those, ten were transferred as existing or future public/government facilities for which no compensation was paid by the City (Attachment 1). The other* two properties - the commercial/hotel development pads comprising approximately 86 acres of SilverRock Resort and 9.89 acres on Highway 111 north of the Coral Mountain project - were purchased by the City for their fair market value as determined by independent appraisals. A total of $8,320,000 was paid by the City for those properties. In order to convey the 10 government purpose properties to the Successor Agency, the City will need to execute quitclaim deeds in favor of the Successor Agency, and the Successor Agency will need to execute an acceptance of those properties. The City and the Successor Agency, through these actions, are essentially rescinding the prior transfers. The actions are authorized by the accompanying resolution. The resolution specifies that the City may still use these properties even though title is being taken in the name of the Successor Agency. As to the properties ultimately slated for private redevelopment, it is illogical to assume that the fair market value transactions between the City and the former La Quinta RDA should be reversed, since that would further deplete the former La Quinta RDA's funding. Unfortunately, AB 26 and AB 1484 do not address asset transfers made for fair market value. Even if the law clearly required reversal, reversing the purchase and sale transactions would require the purchase price and property maintenance costs to be refunded to the City. However, the Successor Agency is not authorized to make such a refund unless the refund is approved by the Oversight Board and the Department of Finance. Moreover, the refund would have to be paid from future tax increment and the refund obligation would have to be added to the ROPS. Given that the reversal of these two purchase and sale arrangements require these steps, the proposed resolution only conditionally authorizes the reversal of those transactions. We anticipate that these transactions will be examined both in the DDR/Audit and ultimately by the State Controller in its report on the Asset Transfers. For this reason, we are recommending that the City, in essence, offer to unwind the purchase and sale transactions if, and only if, the purchase price and property maintenance costs paid by the City with respect to the transactions are fully refunded to the City. If the City were ordered to return these properties without a return of the purchase price and property maintenance costs paid by the City, staff and the City Attorney would Want to address the appropriate course of action at that time. Under AB 26 and AB 1484, once the DDR/Audit is completed, a long -range property management plan (the "Property Management Plan") will be prepared that will outline the proposed use or disposition of all properties then -owned by the Successor Agency. In addition, if at the time the Property Management Plan is prepared any of the 10 public use properties have not already been transferred back to the City pursuant to the process set forth in Health & Safety Code section 34181(a) (which authorizes the Oversight Board to permit the transfer of government use property to the City), the Property Management Plan should provide for any of such properties to be transferred back to the City for governmental use. While these circumstances will preclude a sale of the Highway 111 and SilverRock Resort properties pending the completion of the DDRs/Audit and the Controller's 001i)g review of the same, the City and/or Successor Agency remain free to negotiate transactions that are conditioned upon the completion of the wind down process. ALTERNATIVES: Decline to accept the 12 properties pending the completion of the DDRs/Audit and the Controller's review of the same. Authorize the Executive Director to accept the conveyance of the 10 government use properties but take no action with regard to the(a) the 86 acres of vacant land zoned for private development at the southwest corner of Jefferson Street and Ave. 52, and (b) the 9.89 acres of commercial property on Highway 111 and Dune Palms. Respectfully submitted, ---"3 K Ka e, a e Jenson r A�t;tornr Success r Agency Attachment: 1 List of 10 Non -Housing Public Use Properties Transferred From the RDA to the City between Jan. 1, 2011 and June 30, 2011 for Public Use Purposes 00010 ATTAcHMENT 1 List of 10 Non -Housing Public Use Properties Transferred From the RDA to the City between Jan. 1, 2011 and June 30, 2011 for Public Use Purposes 1 243 acres of vacant land purchased with tax exempt bonds intended and zoned for public use at the southwest corner of Jefferson and Ave. 52 2 Addition to Fritz Burns Park ,3 La Quinta Museum 41 Library Parking Lot (Paved with Shade Structures) 5 Parking Lot behind Village Community Police Station 6 Public �arking Lot in Village 7 Landscaped Lot Next to Senior Center 8 Pioneer Park 9 La Quinta Park I 101Highway .30 acre landscape lot -Parcel Map 33588, SW Corner 111 and Dune Palms Road 0001, RESOLUTION NO. SA 2012- A RESOLUTION OF THE CITY OF LA QUINTA ACTING AS SUCCESSOR AGENCY TO THE LA QUINTA REDEVELOPMENT AGENCY AUTHORIZING THE PROCESSING OF DOCUMENTATION CONFIRMING ITS OWNERSHIP OF CERTAIN NON -HOUSING PROPERTIES AND CONDITIONALLY AUTHORIZING PROCESSING OF DOCUMENTATION TO REVERSE CERTAIN PURCHASE AND SALE TRANSACTIONS WHEREAS, the City Council of the City of La Quinta ("City Council" or "City," as applicable) approved and adopted (i) the Redevelopment Plan for La Quinta Project Area No. 1 ("Project Area No. 1" or "Project Area No. 1 Redevelopment Plan," as applicable) on November 29, 1983, by Ordinance No. 43, as amended on December 20, 1994, by Ordinance No. 258, on August 19, 2003, by Ordinance No. 388, and on March 16, 2004, by Ordinance No. 402; and (ii) the Redevelopment Plan for La Quinta Redevelopment Project Area No. 2 ("Project Area No. 2" or "Project Area No. 2 Redevelopment Plan," as applicable) on May 16, 1989, by Ordinance No. 139, as amended on December 20, 1994, by Ordinance No. 259, on February 3, 2004, by Ordinance No. 399, on March 16, 2004, by Ordinance No. 403, and on March 16, 2004, by Ordinance No. 404; and WHEREAS, the former La Quinta Redevelopment Agency ("Agency") was engaged in activities to execute and implement the Project Area No. 1 Redevelopment Plan and the Project Area No. 2 Redevelopment Plan (collectively, the "Redevelopment Plans,") pursuant to the provisions of the California Community Redevelopment Law (Health and Safety Code § 33000, et seq.) ("CRL"); and WHEREAS, as part of the 2011-12 State budget bill, the California Legislature enacted and the Governor signed, ABx1 26 ("AB 26") requiring that each redevelopment agency be dissolved; and WHEREAS, an action challenging the constitutionality of AB 26 and companion bill ABx1 27 was filed in the California Supreme Court by the California Redevelopment Association, the League of California Cities, and two individual cities; and WHEREAS, on December 29, 2011, the Court upheld AB 26; and WHEREAS, the Agency was responsible for the administration of redevelopment activities within the City; and Resolution No. SA 2012- Non-Housing Agency/City Real Property Transactions Adopted: October 2, 2012 Page 2 WHEREAS, Section 33220 of the CRL provides that certain public bodies may aid and cooperate in the planning, undertaking, construction or operation of redevelopment projects; and WHEREAS, pursuant to such authority, the City and the Agency worked cooperatively to implement redevelopment projects and to provide funding necessary to effectuate the completion of redevelopment projects; and WHEREAS, pursuant to this cooperative effort, numerous public use properties were acquired, developed, and/or prepared for development as publically owned City facilities available for public use, a list of which is attached hereto as Exhibit A and incorporated herein by this reference (the "Public Use Properties"). The City has assumed operation of the Public Use Properties. These Public Use Properties were and are intended for use by the City for municipal purposes for ongoing efforts to redevelop, provide recreational opportunities, revitalize and/or eliminate blight in the Agency's redevelopment project areas; and WHEREAS, pursuant to its powers under the CRL, the Agency acquired the following two additional properties intended for future redevelopment purposes: (1) a 9.89-acre property on Highway 111 east of Dune Palms Road, which was the site of a now abandoned mobile home park, and (2) 86 acres within the City's SilverRock Resort, which are identified for future resort/commercial development, a list of which is attached hereto as Exhibit B and incorporated herein by this reference (the "Future Development Properties ");and WHEREAS, during the time period of January 1, 2011, to June 30, 2011, the City approved and agreed to accept the ownership of the Public Use Properties, executing certificates of acceptance (the "Certificates of Acceptance") for the Agency deeds designed to transfer ownership of the Public Use Properties from the Agency to the City (the "Agency Deeds"); and WHEREAS, on or about the dates listed on Exhibit A, the Agency Deeds, along with the Certificates of Acceptance, were recorded in the official records of the County of Riverside; and WHEREAS, the Agency caused the preparation of appraisals of the Future Development Properties in 2011, and thereafter, the City and Agency entered into purchase and sale transactions whereby the City acquired the properties in exchange for paying to the Agency the fair market value of the Future Development Parcels ($8,320,000); and WHEREAS, during the time period of January 1, 2011, to June 30, 2011, the City approved and agreed to accept the ownership of the Future Development 00013 Resolution No. SA 2012- Non-Housing Agency/City Real Property Transactions Adopted: October 2, 2012 Page 3 Properties, executing certificates of acceptance (the "FDP Certificates of Acceptance") for the Agency deeds designed to transfer ownership of the Future Development Parcels from the Agency to the City (the "FDP Agency Deeds"); and WHEREAS, none of the transfers of the Public Use Properties, the Future Development Properties, or any of the related documents and actions, were challenged within the applicable statute of limitations; and WHEREAS, AB 26 states, in part, that "Whe Legislature hereby finds that a transfer of assets by a redevelopment agency [after January 1, 2011 ] is deemed not to be in the furtherance of the [CRLI and is thereby unauthorized;" and WHEREAS, AB 26 is unclear whether this provision relating to asset transfers is intended to extend to fair market value transactions such as those entered by the City and the Agency for the Future Development Properties; and WHEREAS, AB 26 further states, in part, that Iclornmencing [February 1, 20121, ... arrangements between the city ... that created the redevelopment agency and the redevelopment agency are invalid ... ;" and WHEREAS, by February 1, 2012, the transaction between the City and the Agency for the purchase and sale of the Future Development Parcels was complete; and WHEREAS, AB 26 further states, in part, that "[aIll ... properties [and] buildings ... of the former redevelopment agency are transferred on [February 1, 20121, to the control of the successor agency;" and WHEREAS, on or about April 20, 2012, the California State Controller issued correspondence stating, in part, that "Jilf your city ... received any assets from a redevelopment agency after January 1, 2011, your city ... hereby is ordered to ... reverse the transfer and return the applicable assets to the successor agency of the relevant redevelopment agency;" and WHEREAS, Assembly Bill 1484 ("AB 1484") was signed by the Governor of California on June 27, 2012, making changes to AB 26 and certain additional changes to the CRL; and WHEREAS, AB 1484, at California Health and Safety Code Section 34179.5(c)(2), categorizes certain assets as those "transferred after January 1, 2011 ... by the redevelopment agency ... to the city ... that formed the redevelopment agency ...... ("Section 34179.5(c)(2) Assets"); and 00014 Resolution No. SA 2012- Non-Housing Agency/City Real Property Transactions Adopted: October 2, 2012 Page 4 WHEREAS, AB 1484, at California Health and Safety Code Section 34179.5(c)(1), categorizes certain other assets as those "transferred from the former redevelopment agency to the successor agency on or about February 1, 2012." ("Section 34179.5(c)(1) Assets"); and WHEREAS, because M AB 26 states that a transfer of assets by a redevelopment agency after January 1, 2011 was "unauthorized," (ii) AB 26 further states that commencing February 1, 2012, arrangements between a redevelopment agency and the city that created it are "invalid" and (iii) the State Controller has purported to order that ownership of certain assets be vested in successor agencies, the Public Use Properties therefore should not be categorized as Section 341 79.5(c)(2) Assets; and WHEREAS, because AB 26 states that all properties and buildings of the former redevelopment agency are transferred on February 1, 2012, to the control of the successor agency, the Public Use Properties therefore should be categorized as Section 341 79.5(c)(1) Assets; and WHEREAS, because the Future Development Properties were conveyed to the City in exchange for payment of their fair market value, those transactions cannot be reversed unless and until the purchase prices and property maintenance costs are refunded to the City; and WHEREAS, the Successor Agency is willing to accept title to the Future Development Properties only if the Oversight Board and the State require the Successor Agency to take title to those properties and also provide for the Successor Agency to refund the purchase payments and property maintenance costs to the City; and WHEREAS, the Successor Agency does not acknowledge that the purported transfer of the Public Use Properties or the Future Development Properties by the Agency to the City was not in furtherance of the CRL; and WHEREAS, the Successor Agency does not acknowledge the effectiveness of the Legislature's purported deeming not to be in furtherance of the CRL the purported transfer of assets that was conducted in accordance with the CRL at the time when made and not challenged within the applicable statute of limitations; and WHEREAS, the Successor Agency does not acknowledge that commencing February 1, 2012, arrangements between the redevelopment agency and the city that created it are invalid; and 00q15 Resolution No. SA 2012- Non-Housing Agency/City Real Property Transactions Adopted: October 2, 2012 Page 5 WHEREAS, the Successor Agency does not acknowledge the effectiveness of the California State Controller's order to reverse the transfer of the Public Use Properties or the Future Development Properties and return the applicable assets to the Successor Agency; and WHEREAS, the Successor Agency has limited financial resources and desires not to initiate litigation at this time with regard to AB 26, AB 1484 and/or the purported order by the California State Controller that ownership of the Public Use Properties be vested in the Successor Agency; and WHEREAS, in order to avoid the costs of litigation and other costs, the Successor Agency desires to take action in a manner consistent with AB 26, AB 1484 and the California State Controller's purported order, and in furtherance of its duties under California Health and Safety Code Sections 34179.6(h)(1) and 341 79.6(f), by processing documentation reflecting its ownership of the Public Use Properties, without acknowledging the effectiveness of AB 26, AB 1484 and/or such order and duties, expressly disclaiming the same; and WHEREAS, the Successor Agency's processing of documentation reflecting its ownership of the Public Use Properties is not intended to waive, and shall not constitute a waiver, by the Successor Agency of any constitutional, legal or equitable rights that the Successor Agency may have to challenge, through administrative or judicial proceedings, the effectiveness and/or legality of all or any portion of AB 26 or AB 1484, any determinations rendered or actions or omissions to act by any public agency or government entity or division in the implementation of AB 26 and AB 1484, and any and all related legal and factual issues, and the Successor Agency expressly reserves any and all rights, privileges, and defenses available under law and equity; and WHEREAS, this Resolution has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA"), the State CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et seq., hereafter the "Guidelines"), and the City's environmental guidelines; and WHEREAS, per Section 15301 of the State CEQA Guidelines, the transfer of real property is exempt from environmental review under CEQA because the transfer will result in a continuation of an existing facility involving no expansion of use and is therefore exempt from environmental review, and any future development of the real property will require separate environmental review; and WHEREAS, all of the prerequisites with respect to the approval of this Resolution have been met. . 001ro Resolution No. SA 2012- Non-Housing Agency/City Real Property Transactions Adopted: October 2, 2012 Page 6 NOW THEREFORE, BE IT RESOLVED, by the City of La Quinta acting as Successor Agency to the La Quinta Redevelopment Agency, as follows: Section 1. The foregoing recitals are true and correct and are a substantive part of this Resolution. Section 2. The Governing Board of the Successor Agency hereby authorizes the processing of documentation confirming its ownership of the Public Use Properties, including the execution of certificates of acceptance therefor. As to the Future Development Properties, the Board authorizes the processing of documentation for the reversal of the transactions in which the City purchased those properties if the purchase price is refunded to the City and if it is conclusively determined that those transactions are required to be rescinded pursuant to AB 26 and/or AB 1484. If the Future Development Parcels are required to be conveyed to the Successor Agency, the Executive Director is authorized and directed to take all steps necessary to ensure the repayment of the purchase price and property maintenance costs to the City, including adding the repayment obligation to the Recognized Obligation Payment Schedule. Section 3. The Executive Director, or designee, is hereby authorized and directed to take such actions and execute such documents as are necessary to effectuate the intent of this Resolution on behalf of the Successor Agency. Section 4. The City shall have the right to continue to use the Public Use Properties for their intended purpose. Section 5. This Resolution shall take effect upon the date of its adoption. Section 6. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The Successor Agency hereby declares that it would have adopted this Resolution irrespective of the invalidity of any particular portion thereof. PASSED, APPROVED, AND ADOPTED at the meeting of the City of La Quinta acting as Successor Agency to the La Quinta Redevelopment Agency held this 2 nd of October, 2012, by the following vote, to wit: AYES: NOES: 00117 Resolution No. SA 2012- Non-Housing Agency/City Real Property Transactions Adopted: October 2, 2012 Page 7 ASSENT: ABSTAIN: DON ADOLPH, Mayor City as Successor Agency to the La Quinta Redevelopment Agency ATTEST: SUSAN MAYSELS, Successor Agency Secretary City as Successor Agency to the La Quinta Redevelopment Agency (AGENCY SEAL) APPROVED AS TO FORM- M. KATHERINE JENSON, Successor Agency Counsel City as Successor Agency to the La Quinta Redevelopment Agency 00018 EXHIBIT A F_ ASSET DESCRIPTION TRANSFER DATE 1 243 acres of vacant land purchased with tax exempt bonds intended and zoned for public use at the southwest corner of Jefferson and Ave. 52 3/4/2011 2 Addition to Fritz Burns Park 3/4/2011 3 La Quinta Museum 3/4/2011 4 Library Parking Lot (Paved with Shade Structures) 3/412011 5 Parking Lot behind Village Community Police Station 314/2011 6 Public Parking Lot in Village 3/4/2011 7 Landscaped Lot Next to Senior Center 3/4/2011 8 Pioneer Park 3/4 9 La Quinta Park 3/4/2011 1 10 .30 acre landscape lot -Parcel Map 33588, SW Corner lHighway 111 and Dune Palms Road 3/4/2011 EXHIBIT B SilverRock Resort. Acreage Parcel Descri tion Use 86.87 Parcels within Parcel Map 33367 Future Private Development Hiahwav 11 IlEast of Dune Palms Road - Acreage Parcel Description Use - (Assessors Parcel Number) 9.89 600-020-047 Future Private Development 00020 Department Report: _I MEMORANDUM TO: Honorable Mayor and Members of the Successor Agency FROM: Debbie Powell, Economic Development/Housing Manager —T')4&0'j Q Q DATE: October 2, 2012 SUBJECT: Transmittal of AB 1484 Low -Mod Income Housing Fund Due Diligence Review AB 1484, the 2012 State Budget Trailer Bill, amended the Health & Safety Code relative to redevelopment dissolution. Section 34179.5 was added requiring each successor agency to employ a licensed accountant to conduct a due diligence review (i.e., audit) of the housing and non -housing funds to determine the amount of unobligated funds available for distribution to taxing agencies. The housing fund review must be completed by October 1, 2012; the non -housing fund review by December 1, 2012. Successor agencies must transmit completed reviews to the oversight board, the county administrative officer, the county auditor -controller, and the Department of Finance (DOF). Oversight boards are required to convene a public comment session at least five business days prior to formally approving the reviews. Prior to submitting a final approved review to the DOF, an oversight board must consider public comments, county auditor -controller input, and is also empowered to authorize a successor agency to retain assets and funds that are legally restricted (such as bond proceeds), or are considered enforceable obligations. However, the DOF has power to reverse oversight board decisions. The Oversight Board to the former La Quinta Redevelopment Agency will hold its public comment session on October 3, 2012, and will formally review/approve the review on October 10, 2012. The DOF is required to provide its determination no later than November 9, 2012 for the housing fund review, and no later than April 1, 2013 for the non - housing fund review. The Low -Mod Income Housing Fund due diligence review is attached. Based on the review, it appears that all housing funds are obligated, and La Quinta will not be required to distribute funds to taxing agencies. A TTA CHMENT -"-P,AFT Successor Agency of the Former La Quinta Redevelopment Agency Due Diligence Review of the Low and Moderate Income Housing Fund Pursuant to Sections 34179.5(c)(1) through 34179.5(c)(3) and Sections 34179.5(c)(5) through 34179.5(c)(6) of Assembly Bill No. 1484 of 2012 00022 Successor Agency of the Former La Quinta Redevelopment Agency Due Diligence Review of the Low and Moderate Income Housing Fund Pursuant to Sections 34179.5(c)(1) through 34179.5(c)(3) and Sections 34179.5(c)(5) through 34179.5(c)(6) of Assembly Bill No. 1484 of 2012 00003 A 00 CERTIFIED PUBLIC ACCOUNTANTS Brandon W. Burrows, CPA David E. Hale, CPA, CFP RAFT A Provessonal Corporation Donald G. Slater. CPA Richard K. Kikuchi, CPA Susan F. Matz, CPA Shelly K. Jacklay, CPA Bryan S. Gruber, CPA Deborah A. Harper, CPA 1� INDEPENDENT ACCOUNTANTS'REPORT ON APPLYING AGREED -UPON PROCEDURES To the Successor Agency of the Former LET Quinta Redevelopment Agency City of LET Quinta, California We have performed the procedures enumerated in Attachment A for the Low and Moderate Housing Fund, which were agreed to by the California State Controller's Office and the State of California Department of Finance (State Agencies) solely to assist you in ensuring that the dissolved redevelopment agency is complying with Assembly Bill 1484, Chapter 26, Section 17's amendment to health and safety code 34179.5. This agreed -upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Management of the successor agency is responsible for providing all the information obtained in performing these procedures. The sufficiency of these procedures is solely the responsibility of those parties specified in the report. Consequently, we make no representations regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. As stated above, the scope of this engagement was limited to performing the procedures identified in Attachment A, which specified the "List of Procedures for the Due Diligence Review" obtained from the California Department of Finance Website. The results of the procedures performed are identified in Attachment B1 through 13111. We were not engaged to and did not conduct an audit, the objective of which would be the expression of a certified opinion as to the appropriateness of the results of the procedures performed. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to the Successor Agency. This report is intended solely for the information and use of the Successor Agency Oversight Board, the Successor Agency and the applicable State Agencies, and is not intended to be, and should not be used by anyone other than these specified parties. This restriction is not intended to limit distribution of this report, which is a matter of public record. 51 z , , W Brea, California September 23, 2012 Lance, Wl & Longhand, LLP 203 North Brea Boulevard - Suite 203 - Brea, CA 92821 TEL: 714.672.0022 - Fax: 714.672.0331 www.lslcpps.com Orange County - Temecula Valley Silicon Valley 000.94 SCHEDULE A List of Procedures for Due Diligence Review of the Low and Moderate Housing Fund 1. Obtain from the Successor Agency a listing of all assets that were transferred from the former redevelopment agency to the Successor Agency on February 1, 2012. Agreethe amountson this listing to account balances established in the accounting records of the Successor Agency. Identify in theAgreed- Upon Procedures (AUP) report the amount of the assets transferred to the Successor Agency as of that date. 2. If the State Controller's Office has completed its review of transfers required under both sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the AUP report. If this has not yet occurred, perform the following procedures: a. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the former redevelopment agency to the city, county, or city and county that formed the redevelopment agency for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the ALP report. b. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Successor Agency to the city, county, or city and county that formed the redevelopment agencyforthe period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the ALP report. c. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Note in the ALP report the absence of any such legal document or the absence of language in the document that required the transfer. 3. If the State Controller's Office has completed its review of transfers required under both Sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the ALP report. If this has not yet occurred, perform the following procedures: a. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the former redevelopment agency to any other public agency or to private parties for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. b. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Successor Agency to any other public agency or private parties for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. c. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Note in the ALP report the absence of any Such legal document or the absence of language in the document that required the transfer. 00025 SCHEDULE A (Continued) List of Procedures for Due Dilluence Review for the Low and Moderate Housina Fund (Continued) 4. Perform the following procedures: a. Obtain from the Successor Agency a summary of the financial transactions of the Redevelopment Agency and the Successor Agency in the format set forth in the attacked schedule for the fiscal periods indicated in the schedule. For purposes of this summary, the financial transactions should be presented using the modified accrual basis of accounting. End of year balances for capital assets (in total) and long-term liabilities (in total) should be presented at the bottom of this summary schedule for information purposes. b. Ascertain that for each period presented, the total of revenues, expenditures, and transfers accounts fully for the changes in equity from the previous fiscal period. c. Compare amounts in the schedule relevant to the fiscal year ended June 30, 2010 to the state controllers report filed for the Redevelopment Agency for that period. d. Compare amounts in the schedule for the other fiscal periods presented to account balances in the accounting records or other supporting schedules. Describe in the report the type of support provided for each fiscal period. 5. Obtain from the Successor Agency a listing of all assets of the Low and Moderate Income Housing Fund as of June 30, 2012 for the report that is due October 1, 2012 and a listing of all assets of all other funds of the Successor Agency as of June 30, 2012 (excluding the previously reported assets of the Low and Moderate Income Housing Fund) for the report that is due December 15, 2012. When this procedure is applied to the Low and Moderate Income Housing Fund, the schedule attached as an exhibit will include only those assets of the Low and Moderate Income Housing Fund that were held by the Successor Agency as of June 30, 2012 and will exclude all assets held by the entity that assumed the housing function previously performed by the former redevelopment agency. Agree the assets so listed to recorded balances reflected in the accounting records of the Successor Agency. The listing should be attached as an exhibit to the appropriate AUP report. 6. Obtain from the Successor Agency a listing of asset balances held on June 30,2012 that are restricted for the following purposes: a. Unspent bond proceeds: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures, amounts set aside for debt service payments, etc.). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the legal document that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by the Successor Agency as restricted. b. Grant proceeds and program income that are restricted by third parties: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the ALP report a description of such documentation). SCHEDULE A (Continued) List of Procedures for Due Diflaence Review for the Low and Moderate Housina Fund (Continued) iii. Obtain from the Successor Agency a copy of the grant agreement that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by the Successor Agency as restricted. c. Other assets considered to be legally restricted: Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the legal document that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by Successor the Agency as restricted. d. Attach the above mentioned Successor Agency prepared schedule(s) as an exhibit to the AUP report. For each restriction identified on these schedules, indicate in the report the period of time for which the restrictions are in effect. If the restrictions are in effect until the related assets are expended for their intended purpose, this should be indicated in the report. 7. Perform the following: a. Obtain from the Successor Agency a listing of assets as of June 30, 2012 that are not liquid or otherwise available for distribution (such as capital assets, land held for resale, long-term receivables, etc.) and ascertain if the values are listed at either purchase cost (based on book value reflected in the accounting records of the Successor Agency) or market value as recently estimated by the Successor Agency. b. If the assets listed at 7(A) are listed at purchase cost, trace the amounts to a previously audited financial statement (or to the accounting records of the Successor Agency) and note any differences. c. For any differences noted in 7(B), inspect evidence of disposal of the asset and ascertain that the proceeds were deposited into the Successor Agency trust fund. If the differences are due to additions (this generally is not expected to occur), inspect the supporting documentation and note the circumstances. d. If the assets listed at 7(A) are listed at recently estimated market value, inspect the evidence (if any) supporting the value and note the methodology used. If no evidence is available to support the value and\or methodology, note the lack of evidence. B. Perform the following: a. If the Successor Agency believes that asset balances need to be retained to satisfy enforceable obligations, obtain from the Successor Agency an itemized schedule of asset balances (resources) as of June 30, 2012 that are dedicated or restricted for the funding of enforceable obligations and perform the following procedures. The schedule should identify the amount dedicated or restricted, the nature of the dedication or restriction, the specific enforceable obligation to which the dedication or restriction relates, and the language in the legal document that is associated with the enforceable obligation that specifies the dedication of existing asset balances toward payment of that obligation. i. Compare all information on the schedule to the legal documents that form the basis for the dedication or restriction of the resource balance in question. 60 9? SCHEDULE A (Continued) List of Procedures for Due Diligence Review for the Low and Moderate Housing Fund (Continued) Compare all current balances to the amounts reported in the accounting records of the Successor Agency or to an alternative computation. Compare the specified enforceable obligations to those that were included in the final Recognized Obligation Payment Schedule approved by the California Department of Finance. iv. Attach as an exhibit to the report the listing obtained from the Successor Agency. Identify in the report any listed balances for which the Successor Agency was unable to provide appropriate restricting language in the legal document associated with the enforceable obligation. b. If the Successor Agency believes that future revenues together with balances dedicated or restricted to an enforceable obligation are insufficient to fund future obligation payments and thus retention of current balances is required, obtain from the Successor Agency a schedule of approved enforceable obligations that includes a projection of the annual spending requirements to satisfy each obligation and a projection of the annual revenues available to fund those requirements arid perform the following procedures: Compare the enforceable obligations to those that were approved by the California Department of Finance. Procedures to accomplish this may include reviewing the letter from the California Department of Finance approving the Recognized Enforceable Obligation Payment Schedules for the six month period from January 1, 2012 through June 30, 2012 and for the six month period July 1, 2012 through December 31, 2012. Compare the forecasted annual spending requirements to the legal document supporting each enforceable obligation. a. Obtain from the Successor Agency its assumptions relating to the forecasted annual spending requirements and disclose in the report major assumptions associated with the projections. iii. For the forecasted annual revenues: a. Obtain from the Successor Agency its assumptions for the forecasted annual revenues and disclose in the report major assumptions associated with the projections. c. If the Successor Agency believes that projected property tax revenues and other general purpose revenues to be received by the SuccessorAgency are insufficient to pay bond debt service payments (considering both the timing and amount of the related cash flows), obtain from the SuccessorAgency a schedule demonstrating this insufficiency and apply the following procedures to the information reflected in that schedule. Compare the timing and amounts of bond debt service payments to the related bond debt service schedules in the bond agreement. ii. Obtain the assumptions forthe forecasted property tax revenues and disclose major assumptions associated with the projections. iii. Obtain the assumptions for the forecasted other general purpose revenues and disclose major assumptions associated, with the projections. d. If procedures A, B, or C were performed, calculate the amount of current unrestricted balances necessary for retention in order to meet the enforceable obligations by performing the following procedures. NXIM SCHEDULE A (Continued) List of Procedures for Due Dilinence Review for the Low and Moderate Housing Fund (Continued) Combine the amount of identified current dedicated or restricted balances and the amount of forecasted annual revenues to arrive at the amount of total resources available to fund enforceable obligations. ii. Reduce the amount of total resources available by the amount forecasted for the annual spending requirements. A negative result indicates the amount of current unrestricted balances that needs to be retained. Include the calculation in the ALP report 9. If the Successor Agency believes that cash balances as of June 30, 2012 need to be retained to satisfy obligations on the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2012 through June 30, 2013, obtain a copy of the final ROPS for the period of July 1, 2012 through December 31, 2012 and a copy of the final ROPS for the period January 1, 2013 through June 30, 2013. For each obligation listed on the ROPS, the Successor Agency should add columns identifying (1) any dollar amounts of existing cash that are needed to satisfy that obligation and (2) the Successor Agency's explanation as to why the Successor Agency believes that such balances are needed to satisfy the obligation. Include this schedule as an attachment to the AUP report. 10. Include (or present) a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Entities. Amounts included in the calculation should agree to the results of the procedures performed in each section above. The schedule should also include a deduction to recognize amounts already paid to the County Auditor -Controller on July 12, 2012 as directed by the California Department of Finance. The amount of this deduction presented should be agreed to evidence of payment. The attached example summary schedule may be considered for this purpose. Separate schedules should be completed for the Low and Moderate Income Housing Fund and for all other funds combined (excluding the Low and Moderate Income Housing Fund). 11, Obtain a representation letter from Successor Agency management acknowledging their responsibility for the data provided to the practitioner and the data presented in the report or in any attachments to the report. Included in the representations should be an acknowledgment that management is not aware of any transfers (as defined by Section 34179.5) from either the former redevelopment agency or the Successor Agency to other parties for the period from January 1, 2011 through June 30, 2012 that have not been properly identified in the ALP report and its related exhibits. Management's refusal to sign the representation letter should be noted in the ALP report as required by attestation standards. 0r11,*0q z w 2 x It Lq C� (q 14: C� rl� oci 2 8 0 , CC E 0 CL 0 CL Lq ,00-030 C4 w V >1 CL c U. x 4) V 0 0 0 -0 Cc o IL -i -i U. c 02 0 4) E , c us 0.0 C3 0 0 -- R 0— -1 LU ro 0 I E co 4.1 UJ .0 0 0 19 0 z 001)111 CW) z LLI a x L) 0 0 d o 0 05 CL r M = c LL x r 0 0 a 12 E 0-0 O'D m .0 0 r w cc 0. :3 -1 U. c — 0 -j r 0.0 00 0 0 Z E mm uj z 0 a 0 12 0 co m Cli I: oc� LQ Lf! 0. M�m - M mmw 0 C� C� C� Ci 0 0 0 tal .1 0 0 0 c 0 Z a n 0 0 2 00 0 0 4) 0 0 00032 2M CL 0 0 z 0 9) aa .2 mo cz -6 c 0 2 - , = V r x r G w -i am 10 00033 z w L) 0 4) LL 40 Im x SE 0 0 2 0 m 2A o 0 W a Ct Q 0 W 0 m N cyi LQ az (q LR 1;t n (0 C� mm mwo�MMNN ON �NMNM�Om R Cli CR cq q It (D- le. m C14 N o N N z z LU w W LU Q U) LU w LU W 0: z 0 to ui lz UA a c c 0 0 00 2 E E vi 0 a 0 CO 2 > > 8 8 8 fn C CL M MA m m 0 L) 0 E E E 0 0 0 0 0 0 M 0 co 0 0 > > 115 00 CL 0. 15 CL M (L 99 C� 9 9 9—c�,T—. T—C� 9� 999 cc N 00 N C� N N N N , � 0 0 0 0 C9 q q CR OR CR C9 cq cq cq QR 0 0 0 0 C\l N 66 666 66666666 66 666 00 000 oOaOOOOO 00 000 CC) 000 OOaOOOOO 00 000 99 999 99999999 99 999 Woo�W�wm mw M�m ITVA�Vvvv v -1 N N C-4 N N N N WWI W W 00034 r 02 z Im 00 S.4 4 42 42 42 4 E m m m w m e it i� it CL w 0 0 0 0 w CL �o �o m m m m m .0.0.0.0 Z - Z Z 0 0 cu 4) U) co U) (n co V) U) CL (L iL a)—M"NNO ��Mcm �;%Ogo M�—Cm (q —� (q lq� C! (R R cr� C� q . m (D w m co 0 0 10 �NMNM�o O;c r lt(o �Nmw NWMO 0 cli L6 t6 N m c 0 1� — C� 'T 1� 9 1�1 9 o NNNNNNN cq CR OR cq CR OR cq cq q cq q MN"NNNM NMNM �0000�� 0000 E 4? 1 . . . I 00�00�� o ow 0000 Ow 00�00�0 9999999 0000 9999 �O�mw�o co co m m V- 't v 'IT v A 't 9 -It -t It NNNNN N NNN 0 d) cl: w co 5.8 40 ED M 2-0 0 0 O)MMO wow oc .c �w LL 0 c c m 0 0 0 0 CR 0 0 0 o 0 0 a ED 0 m co = 0 8— — 2 � � 2 2 0 Im! *= 0 a c a. a. aoo 0 0 0 0 � co ca 10 m X 0) N N N N N N < < 0 0 C%l 0 0 0 0 LL U. CO CO .2, 0 0 U) a) U) U) cn U) (n -0 mo w 0 m -a -�i —Q :& is L) 5i� z, C� re 0 40 M El N CL :3 _3 12 00035 w 2 x c 0 0 LL z 12 0 0-0 o 0 r 0 CL -i -i C, 0 Z z c ii 0 4) FA 'U N 0 ol G .63 1 9 91 �l � z 4) U) E 2 E w .2 ax 0 0 z 8 0 B.. z mn � b E 0 E m U) E z 2 0 a- CL -CE, U) Lu 13 000,16 z LU 0 2 70 0 V) LD Cz 0 0 t 0 0 mm, w o r to Ln r z 0 =E c o 00 " E 04 ag-0, *0 N U a c r 0 tp CR CL WC 0 .2 4) 91 0 'a E 2, .0 0 ElA CIL Ci LM C� R cz Ct C� Ct m m N N � lv� 0 1.1 0 0 0 14 00037 z LU im E 02 00 (D E 0 Jt c .0 Am 70 0 4) r Im os 'D (40, c Ln Im 4) LL r 00 E 0 u 4) E Im z 0 0 .00 co 0 M .0 4b CM E im 3: 0 3 0 CL :3 z 15 00,038 roz z V 9 E' 0 00 ci r. r r cc 0 r: 44 f 0 x LL m E LU E oc CL CL 41 ol V r r 0 41 C Eo m z 0 0 N C; 0 M U.S 0 di c 0 z 16 00019 z CL C� LU 0 0 c we Z.0 m —W t R = Z 1% co 0 0 m co CL 0 0 0 CL w ix r .2 0 CL of CL 0-0 0 OR 0 -0 c 0) r 0 z 17 00040 z uj Cli Cli m CD E 0 9 m 00 WO 2 0 0 ,2 Q Z 0 .0 =0 =0 0 0 a m 0 MC 6 N & CS NO 2 2 0 0 >m 0 c t5 jz 0 IF 0 'Do (D c 0 M , LD m - - a- 0 0 0 0 .5; .� - = 0 " 0 w E u c 0 LD a�- E M� o 2� 0 C, 0 0 E m 0 0 IVR 0 0 c o I E c m 0 C m M E 0 J 73 0 0 > 0 0 0 0 0 0 0 0 4) 0 18 00041