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Resolution No. 6344 1 RESOLUTION NO. 6344 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF THE AGREEMENT FOR ALLOCATION OF TAX INCREMENT FUNDS BETWEEN THE CITY OF VERNON, THE REDEVELOPMENT AGENCY OF THE CITY OF VERNON, AND THE COUNTY OF LOS ANGELES AND LOS ANGELES COUNTY FLOOD CONTROL DISTRICT 4 5 6 7 WHEREAS, the City Council of the City of Vernon has 8 adopted by Ordinance No. 992 on November 27, 1990, the 9 Redevelopment Plan for the Industrial Redevelopment project; and WHEREAS, based upon evidence before it at the public hearing to consider the proposed Redevelopment Plan, the City Council has determined that the effect of tax increment financing, as provided in Section 610 of the Redevelopment Plan, will not 10 11 12 13 14 cause a significant financial burden or detriment on any taxing 15 agency deriving revenues from the Project Area, including the 16 17 County of Los Angelas and Los Angeles County Flood Control District (collectively, the "county"); and 18 WHEREAS, the Redevelopment Agency of the City of Vernon 19 (the "Agency") is responsible for activities necessary or 20 appropriatato carry out and implement the Redavelopment Plan; and 21 22 23 24 WHEREAS, Section 33401{b) of the Community Redevelopment Law (Health and Safety Code Sections 33000, et sea.), as implemented by Section 480.3 of the Redevelopment Plan authorizes the Agency to pay to any taxing agency with territory located 25 26 27 28 within the Project Area any amounts of money which the Agency has found are necessary and appropriate to alleviate any financial burden or detriment caused to any such taxing agency by the I 2 3 4 5 6 7 8 9 10 II 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Redevelopment Project; and WHEREAS, the County is a taxing agency with territory located within the Project Area; and WHEREAS, under certain conditions of growth in development and employment in the Project Area during the period of implementing the Redevelopment Plan, conditions which are now unlikely and uncertain, there may be some amount (although not significant) of financial burden or detriment to the County, which the Agency would be authorized to alleviate; and WHEREAS, the County has pursued legal challenges to the validity of the Redevelopment Plan, including challenges based upon claimed detriment, which have hampered the Agency's ability to fulfill its function of encouraging revitalization and redevelopment in the Project Area; and WHEREAS, a settlement of the County's litigation would resolve certain issues and better allow redevelopment of the Project Area to proceed; and WHEREAS, the Agency proposes to provide financial assistance to the County, in the manner described in the Agreement for Allocation of Tax Increment Funds (in the form presented to the Agency simultaneously with this Resolution), in order to alleviate any financial burden or detriment to the County which may be caused by the implementation of the Redevelopment Plan; and WHEREAS, the City has duly considered all terms and conditions of the proposed Agreement for Allocation of Tax Increment Funds and believes that the proposed Agreement is in the best interests of the City of Vernon, and the health, safety, morals and welfare of its residents, and in accord with the public -2- 1 purposes and provisions of applicable law and the Redevelopment 2 Plan. 3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: 4 5 SECTION 1: That the City Council of the City of Vernon 6 does hereby find and determine that the recitals contained 7 hereinabove are true and correct. 8 SECTION 2: The City Council of the City of Vernon hereby 9 approves the Agreement for Allocation of Tax Increment Funds 10 II 12 between the City of Vernon, the Agency, and the County, a copy of which has been presented to the City Council concurrently with this resolution, and the City Council hereby orders said Agreement 13 to be received and filed by the City Clerk. SECTION 3: The City Council of the City of Vernon hereby authorizes the Mayor Pro Tem and the City Clerk to execute said 14 15 16 Agreement for, and on behalf of, the City of Vernon. 17 SECTION 4: The City Clerk of the City of Vernon shall 18 certify to the passage of this resolution and thereupon and 19 thereafter the same shall be in full force and effect. 20 APPROVED AND ADOPTED this 9th day of November, 1993. 21 22 23 THOMAS , Mayor Pro Tem 24 ATTE~ A .'. d,/ rL--~/ ~~~~ BRUCE V. MALKENHbRST, City Clerk 25 26 27 28 -3- 1 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) 2 3 4 I, BRUCE V. MALKENHORST, city Clerk of the city of 5 Vernon, do hereby certify that the foregoing Resolution, being 6 Resolution No. 6344, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Tuesday, November 9. 1993, and thereafter was duly 7 8 9 signed by the Mayor Pro Tern of the city of Vernon. ~ ~ /~..: BRUCE V. MALKENHORST, City Clerk 10 II 12 (SEAL) 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 -4- 'I :07124 AGREEMENT FOR ALLOCATlON OF TAX lNCREMENT FUNDS (Vernon Industrial Redevelopment Project) P" THIS AGREEMENT is made and entered into this } & day of )1~~ , 1993, by and between the Redevelopment Agency of the City of Vernon (hereinafter referred to as the "Agency"), the City of Vernon (hereinafter referred to as the City"), and the County of Los Angeles (hereinafter referred to as the "County") and Los Angeles County Flood Control District (hereinafter referred to as the "Flood Control District"). WHEREAS, the City and the Agency adopted a redevelopment plan ("Plan") under the California Community Redevelopment Law (Cal. Health & Safet)' Code SS 33000 et seq.) for the redevelopment of an area to be known as the Industrial Redevelopment Project ("Project"); and WHEREAS, the County and Flood Control District are affected taxing agencies, as defined by California Health and Safet)' Code section 33353.2, which provides public services and levies general purpose property taxes on property located within the area of the Project; and WHEREAS, as part of the fiscal review process for the adoption of die"proposed Project the Agency consulted with the County and Flood Control District to determine the fiscal impact of the Project; and WHEREAS, the County and Flood Control District have found that the Project will cause financial detriment to the County and Flood Control District as defined in California Health and Safet)' Code Section 33012; and WHEREAS, the County and Flood Control District filed an action entitled "County of i Los Angeles. ete., v. All Persons Illlerested in the Matter of Or)' of Vernon Ordinance No. 992. ere., er al.. Los Angeles Superior Court Case No. BC 019 968 (hereinafter referred to as the "Action"), to challenge the validity of the Project; and WHEREAS, on or about April 14, 1992, a judgment was entered in the Action by the Superior Court invalidating the Project: and WHEREAS, the Action is currently on appeal as No.2 Civil B063500 in the Second District of the California Court of Appeal, and a Petition For Review is anticipated to be filed in the Supreme Court for the State of California; and Page I of 12 Agreement for AlIoculion of Tax IncremenlFunds . . WHEREAS, the Agency and the County and the Flood Control District intend that this Agreement shall serve as mitigation to the concerns of the County and settlement of all of County's claims concerning the Project and validation litigation relating thereto; and WHEREAS, the County and Flood Control District agree to take all actions necessary to have themselves and their claims dismissed from the pending Action and to exercise their best efforts to have the Project determined valid; and WHEREAS, /this Agreement is entered into in acknowledgement of the difficulties faced by the County and Flood Control District in obtaining funds for capital improvements and deferred maintenance to and for County and Flood Control District facilities which could be funded by the Agency pursuant to California Health and Safety Code Section 33401 and Section 33445, and upon the author~ty in the Community Redevelopment Law and the corresponding provisions of the Plan to make payments to taxing entities and to fund publicly-owned facilities; and WHEREAS, the parties intend to resolve any and all differences with respect to the Project by carrying out their respective obligations as evidenced by this Agreement; ;ll1d WHEREAS, by approval of this Agreement, the parties hereby find and determine that any claimed adverse financial effects described in California Heal[h and Safery Code Sections 33012 and 33401 are hereby sufficiently alleviated. NOW, THEREFORE, for and in consideration of the foregoing, the City, the Agency, County and the Flood Control District, do hereby agree as follows: SECTION 1. Definitions. (a) "Base Year" shall mean the 1990-1991 assessment roll, which was the last roll equalized prior to the effective date of the ordinance adopting the Project, and which shall be utilized as the base year assessment roll for allocation of taxes for the Project pursuant to California Heal[h and Safe!)' Code Section 33670 and the provisions of the Plan and this Agreement. (b) "Tax Increment Revenues" shall mean that portion of property tax revenues allocated to the Agency from the Project Area in accordance with California Health and Safery Code Section 33670, as modified by allocations made under election of California Healch and Safery Code , Section 33676. Tax Increment Revenues shall not include property tax revenues allocated to any affected taxing entity pursuant to election made in compliance with California Health and SafelY Code Section 33676. Page 2 of 12 Agreement for Allocation of Tax Increment Funds (c) "County Share" of Tax Increment Revenues shall mean that percentage portion of property taxes generated from the basic property tax levy within the territory covered by the Plan which would be allocated to the County in the absence of a division of taxes pursuant to California Health and Safety Code Section 33670. For purposes of this Agreement, the County Share shall be fifty-eight and five-hundredths percent (58.05%). (d) "Flood District Share" of Tax Increment Revenues shall mean that percentage portion of property taxes generated from the basic property tax levy within the territory covered by the Plan which would be allocated to the Flood Control District in the absence of a division of taxes pursuant to California Health and Safety Code Section 33670. For purposes of this Agreement, the Flood District Share shall be two and three hundredths percent (2.03%). (e) "Agency Share" of Tax Increment Revenues shall mean that portion of property taxes generated within the territory covered by the Plan which are allocated to the Agency as a result of a division of taxes pursuant to California Health and Safety Code Section 33670 (as modified by California Health and Safety Code Section 33676), less those amounts allocated to the. County and Flood Control District pursuant to SECTION 2 of this Agreement. (f) "Plan" shall mean the Redevelopment Plan for the Vernon Industrial Redevelopment Project, as said Plan may be amended, modified, or extended from time to time. SECTION 2. Allocations to County/Flood Control District. (a) For each fiscal year beginning in the 1991-92 fiscal year and for each fiscal year thereafter until the Agency no longer receives Tax Increment Revenues, the County and Flood Control District shall be entitled to be allocated amounts based upon the following formula: (1) For the first ten years of the Plan (commencing fiscal year 1991-1992 and ending fiscal year 2000-2001), the County and Flood Control District shall not receive nor be entitled to any portion of Tax Increment Revenues generated from the Project area, The Agency- shall receive one hundred percent (100%) of the Tax Increment Revenues from the Project area. (2) Commencing the eleventh (11th) year of the Plan (fiscal year 2001-2002) and through the fifteenth (15th) year of the Plan (fiscal year 2005-2006), the County and Flood Control District shall annually receive an amount equal to seven percent (7%) of the Tax lncrement Revenues annually generated from the Project area. Page 3 of 12 Agreement for Allocation of Tax Increment Funds . . (3) Commencing the sixteenth (16th) year of the Plan (fiscal year 2006-2007) and through the twentieth (20th) year of the Plan (fiscal year 2010-2011), the County and Flood Control District shall annually receive an amount equal to thirteen percent (13%) of the Tax Increment Revenues annually generated from the Project area. (4) Commencing the twenty-first (21st) year of the Plan (fiscal year 2011- 2012) and through the twenty-fifth (25th) year of the Plan (fiscal year 2015-2016), the County and Flood Control Disttictshall annually an amount equal to nineteen percent (19%) of the Tax IncremYl1tRevenues annually generated from the Project area. (5) Commencing the twenty-sixth (26th) year of the Plan (fiscal year 2016- 2017) and through the thirtieth (30th) year of the Plan (fiscal year 2020-2021), the County and Flood Control District shall annually receive an amount equal to twenty-five percent (25%) of the Tax Increment Revenues annually generated from the Project area. (6) Commencing the thirty-first (31st) year of the Plan (fiscal year 2021-2022) and through the fortieth (40th) year of the Plan (fiscal year 2030-2031), the County AJld Flood Control District shall annually receive an amount equal to forty percent (40%) of the Tax Increment Revenues annually generated from the Project area. (7) Commencing the forty-first (41st) year of the Plan (fiscal year 2031-2032) and continuing each fiscal year thereafter, the County and Flood Control District shall annually receive 58.05 % and 2.03 % respectively of the Tax Increment Revenues annually generated from the Project area. (b) The County and Flood Control District have elected, pursuant to Health and Safety Code Section 33676(a)(2), to receive their respective shares of the property tax revenues which are calculated annually pursuant to subdivision (1) of Section 110,) of the Revenue and Taxation Code. In accordance with such election. said amounts shall be annually allocated to the County and Flood Control District. in addition to the portion of taxes allocated to the County and Flood Control District pursuant to SECTIONS 2(a) and 2(c) herein. (c) In addition to the portion of taxes allocated to the County and Flood Control District pursuant to California Health and Safet}' Code Section 33670 (a) and SECTIONS 2(a) and 2(b) herein, an amount equal to all that portion of the Tax Increment' Revenues allocated to the Agency pursuant to Section 33670(b) attributable to increases in the rate of tax levied by the Los Angeles County Board of Super~isors for the benefit of the County or Flood Control District for which the Board of Puge 4 of 12 Agreement for AlIocatio(\ of Tax increment Funds . . Supervisors acts as the governing body, which levy occurs after the tax year in which the ordinance adopting the Plan becomes effective, shall be allocated to the County and Flood Control District. (d) Nothing in this Agreement shall be intended to modify or alter the legal effect of the limitation on the number of dollars of Tax Increment Revenues which may be allocated to Agency as required by California Health and Safety Code Section 33333.2(1). (e) Except as provided herein, the annual allocations made to the County and Flood Controlpistrict hereunder shall hot exceed the annual amount they would have otherwise received from property taxes from the Project area had the Plan not been adopted. However, this subsection shall not limit any amounts repaid to the County and Flood Control District, together with appropriate interest thereon, which may have been deferred as a result of the subordination provisions contained in Section 4. SECTION 3. Capital Improvement/Deferred Maintenance Projects. (a) All funds paid to the County and Flood Control District pursuant to SECTION 2 of this Agreement may be expended on capital improvement and/or deferred maintenance projects selected b)! County including 'projects which could be funded by Agency pursuant to California Health and Safety Code Section 33445. For purposes of this Agreement, eligible project costs shall include, but not be limited to, all costs incurred by County for planning, designing, financing, constructing, installing, furnishing, supervising, and inspecting such facilities, including without limitation reasonable costs for administration and overhead. (b) The County agrees to cooperate with the City and Agency to study and possibly address the congestion problem at the intersection of the Union Pacific Railroad and Bandini Boulevard and Downey Road, located i~ County unincorporated territory within the City of Vernon, including the possible use by the County of funds allocated pursuant to SECTION 2(a) of this Agreement for the design. preparation and construction of an appropriate grade separation at that intersection. Any agreement entered into by the parties to identify and/or fund a project to address the congestion problem shall be in writing and approved by the respective legislative bodies of the City, Agency and County, and shall expressly delineate the obligations of the parties, including to the extent agreed upon, the funding contributions (if any) of each party. The parties further agree that this provision shall not be deemed, construed or interpreted to require the County to allocate or expend any funds, whether generated from this Agreement or otherwise, to alleviate the congestion at the identified intersection. Page 5 oi 12 Agreement for Allocation of Tax Increment Funds . . SECTION 4. Subordination. (a) The allocations made pursuant to SECTION 2(a) shall be subordinate to any tax allocation notes or bonds for which Tax Increment Revenues generated by the Project area are pledged; provided, however, that the Agency shall not incur any such indebtedness when it is reasonably foreseeable that such indebtedness would impair timely allocation to the County and Flood Control District. The Agency agrees to give the County (1) notice of any proposed tax allocation note or bond issue at least four (4) weeks prior to approval by the Agency of the preliminary official statement, and (2) at least ten (10) days prior to the sale thereof, a certific,ation of the Agency's Chief Financial Officer (or hislher designee) that such indebtedness should not impair the allocation of Tax Increment Revenues to the County and Flood Control District based upon good faith projections at that time. The certification provided for herein shall be supported by written financial analysis which (I) is prepared by a independent financial consultant; (2) is based on reasonable assumptions (including assessed value growth assumptions); and (3) can provide a basis for finding that the County and Flood Control District will be allocated funds pursuant to this AGREEMENT. The County and Flood Control District shall have the right to review and comment on the assumptions utilized by the independent financial consultant in preparation of the written financial analysis. (b) In the event that funds otherwise to be allocated to the County or Flood Control District pursuant to SECTION 2(a) are needed to make required payments pursuant to tax allocation notes or bonds secured by Tax Increment Revenues generated from the Project area, the County Auditor- Controller shall pay such funds to the Agency within ten (10) business days of receipt of a notice to the County Chief Administrative Officer ("CAO") of the fact that insufficient tax increment revenues have been received by the Agency to cover required payments pursuant to outstanding notes and/or bonds, and the amount of funds needed: provided however, that (1) the CAO verifies the accuracy of the information contained in the Agency notice and (2) such required payments by the County Auditor-Controller generally coincides with the schedule for distribution of property tax revenues. To this end, the Agency shall provide its notice to the CAO of any amounts needed for subordination no later than ten (10) business days of the receipt from the County of the amount distributed to the Agency or such earlier time as the Agency may develop good faith projections of tax increment tlow wh'ich reveal the necessity for such payment. The Agency shall endeavor to give notice sufficient to allow the County to make any required payments of portions of the County Share or Flood District Share at the same time as the normal distribution of property tax increment to the Agency. Such monies due to the County as a result of any Page6ofl2 Agreement for ""Hocalion of Tax Increment Fun<b subordination shall accrue and be due and owing until such obligation is fulfilled by the Agency, In such event, the obligation of the Agency shall accrue interest until payment is made, computed quarterly at the pooled money investment rate which the County receives for its investments, Until such accrued amounts are paid, with interest, such indebtedness to the County shall be paid from the first available property tax revenues not used by the Agency for any priority notes or bonds. SECTION 5. Housing Fund. Based upon the facts and law as they exist at the time of this Agreement, Vernon has adopted and anticipates being able to continue to adopt all appropriate resolutions obviating the need for any set aside of Tax Increment Revenues for the benefit of low- and moderate-income housing pursuant to California Health & Safety Code 933334.2 ("Low and Moderate Income Housing Funds"), If, at some future date, however, Vernon is required by law to set aside Low and Moderate Income Housing Funds, and if such funds are paid to the Housing Authority for the County of Los Angeles and/or otherwise used for the creation or preservation of low- or moderate-income housing outside the jurisdiction of the City of Vernon, then the amount of allocation to the County and Flood Control District shall be determined by applying the formula set forth in Section.2(a) to the amount of Tax Increment Revenues generated minus the amount required to be set aside by Vernon. If Vernon voluntarily sets aside Low and Moderate Income Housing funds, or if Vernon is required by law to set aside Low and Moderate Income Housing Funds, and such funds are paid or otherwise used for the creation or preservation of low- or moderate-income housing within the jurisdiction of the City of Vernon, then the amount of allocation to the County and Flood Control District shall be unaffected by the set aside of such funds, SECTION 6. County/Flood Control District-Owned/Leased Property. The development by the County or Flood Control District of any real property owned or leased by the County and/or Flood Control District within the territory covered by the Plan shall not be subject to the approval or control of the Agency beyond that available to the City prior to the date of execution of this Agreement, except with the written consent of the respective entity, SECTION 7. Administration. County's Auditor-Controller sh'all annually determine, document and distribute Tax Increment Revenues in accordance with this AGREEMENT, as follows: (a) The Auditor-Controller shall annually determine, as provided by law: (l) The total amount of Tax Increment Revenues generated in the territory covered by the Plan; (2) the total amount of Tax Increment Revenues allocated to the Agency; and (3) the amount of Tax Increment Page 7 of 12 Agreement for Allocation of Tax Increment Funds Revenues allocated to the County and Flood Control District based on the distribution established by this Agreement. (b) The County Auditor-Controller shall allocate and distribute the property tax revenues generated from within the territory covered by the Plan in the manner described in California Health and Safety Code Sections 33670 (a) and (b) and in accordance with the requirements of this Agreement, including a written statement of the amount allocated to the County. (c) Upon the written request of the Agency, the Auditor-Controller shall provide the Agency a written accounting of distribution of the Tax Increment Revenues. The Auditor Controller shall recover the costs associated with preparation of the accounting in accordance with the law. SECTION 8. County Waiver of Claims and Challenges. (a) The County and Flood Control District hereby waive any and all causes of action, case, claims, counts, actions and/or complaints relating to, and agrees not to challenge the validity of, the Plan for the Project and/or, the validity, on the grounds of invalidity of the Plan, of bonds to finance or refinance in whole or in part the Plan, including, without limiting the generality of the foregoing, the legality and validity of all proceedings theretofore taken for or in any way connected with the establishment of the Project, the designation of the survey area, the selection of the Project Area, the formulation of the preliminary plan, and the adoption of the Plan, and also including the legality and validity of all proceedings theretofore taken and the Environmental Impact Rep~rt for the Project. In addition, the county further agrees to take all actions necessary to have itself and its claims dismissed from the pending Action and to exercise its best efforts to have the Project determined valid, including the execution of a dismissal of the Action and appeal, and a stipulation requesting the reversal of the Judgment and the entry of a judgment upholding the validity of the project. The parties shall each bear their respective attorney's fees and costs incurred with respect to the Action. (b) Notwithstanding the foregoing, the County and Flood Control District do not waive any claims or challenges it may have in the future with respect to possible future amendments to the Plan or illegal or unauthorized implementation of the Plan. The Agency's responsibility for making any payment otherwise required by this Agreement shall accrue and be paid to the County when and if available at the conclusion of any litigation challenging the validity of the Plan. The time for Agency performance hereunder shall be excused for so long as such litigation prohibits, or results in the delay of, the payment of Tax Increment Revenues to the Agency. Page8of12 Agreement for Allocation of Tax Increment Funds SECTION 9. Automatic Termination if Plan Declared Invalid. If, for any reason, this Plan is finally adjudicated and declared invalid, then this Agreement will automatically terminate. SECTION 10. Plan Amendments. The Plan shall not be amended to (1) increase the total amount of Tax Increment Revenues which may be allocated and paid to Agency over the life of the Plan, or (2) increase the duration of the Plan, without prior consultation with County, pursuant to applicable provisions of the Community Redevelopment Law (Cal. Health & Safety Code SS 33000 et seq.). SECTION 11. Severability. If any term, provision, covenant, or condition of this Agreement shall be determined to be invalid, void or unenforceable, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to enforce. SECTION 12. Entire Understanding of the Parties. This Agreement constitutes the entire understanding and agreement between the parties and supersedes all previous negotiations between them. It is the intent of the parties that the payments herein provided constitute a full,. complete, fair and equitable adjustment for all claimed tinancial and other impacts which have resulted or are anticipated from the Project. SECTION 13. Written Consent Required for Changes in Agreement. This Agreement may not be amended, modified or altered without the express written consent of the governing bodies hereto. SECTION 14. Miscellaneous. (a) Nothing in this Agreement shall relieve the Agency from the obligation of filing a Statement of Indebtedness pursuant to California Health and Safety Code Section 33675, (b) Allocations made pursuant to SECTION 2(a) of this Agreement shall constitute indebtedness of the Agency for the purpose of carrying out the Plan. (c) If this Agreement is held invalid, in whole or in part, in order to carry out the purposes identitied herein, the parties agree that each will take all necessary steps. including formal action and execution of documents, to accomplish the provisions of this Agreement (including the distribution of Tax Increment Revenues in the manner and according to the allocation contemplated herein) by legal means. Page 9 of 12 Agreement for Allocation of Tax Increment Funds (d) For audit purposes, the Agency shall have the right to review the County Auditor- Controller's calculations required in SECTION 6 herein. SECTION 15. Term. The effective date of this Agreement shall be the date of execution by the County Board of Supervisors and, unless previously terminated by mutual agreement of the parties, all rights and obligations in this Agreement shall terminate when the Agency's legal right to claim and receive Tax Increment Revenues generated from the Project area ceases. / / / rage 10 of 12 Agreement for Allocation of Tax Increment Funds IN WITNESS THEREOF, the City of Vernon, the Redevelopment Agency of the City of Vernon, the Los Angeles County Flood Control District, and the County of Los Angeles have caused this Agreement to be executed on their behalf by their duly authorized representatives. LARRY J. MONTEILH, Executive Officer - Clerk of the Board of Supervisors COUNTY OF LOS ANGELES, LOS ANGELES COUNTY FLOOD CONTROL DISTRICT By: Uyft::/ fJ. ~~ _<,;y :,) /I/", ' Chairman, /{f'.,"):'~"-'::'~ oard of Supervisors " :":;"?'~'~~,"'._-,,,,,,,%~\ ,'"".. ',<,r~......, \J{~J~; ';.i]~j "'~? Bytt:p~ rn. ~ ATTEST TO: Approved as to Form: DE WITT W. CLINTON County Co sel CITY OF VERNON ATTEST TO: By / / ,,( 'c:' --Z'Cr:', &1~;0/ p~~ T~ ~ BRUCE V. MALKENHORST City Clerk ./? / /;/' /f ,/' /' " '..>- !/7"" ,,' k / / !t..'v ADn 0'"t7*'....."" ~ I ~,~ ~= Ii .:\ ,', t- .~ tt' ", -t '.~lJ~ III ~i.i l~ f~ ...1 :r.(, f.1 [J ~..r;<1 ;:xJ'- BOARD OF SUPERVJS11f\S COUNTY or ....;,~ f.,.'<:~.:_~S By: '-- --f 46 NOV 1 :) 1993 Approved as to Form: DAVID B. BREARLEY City Attorney -t:-~ <'"\ .- '? (; 9''') C;T :1.^- a""C}...J2_.j~ L/ LAt/OlY J, MONTEILH EXECUTIVE OFFICER By V~ b, \S~ Poge 11 of 12 Agreement for Allocation of Tax Increment Funds .. "'t ~ " A TrEST TO: REDEVEWPMENT AGENCY OF THE CITY OF VERNON ~ ~ By~~~Ct. ~ THOMASA.YB Chairman Pro Tem BRUCE V. MALKENHORST Agency 57 ., ~ /u ~-ff By: /~'-- /~~ Approved as to Form: DAVID B. BREARLEY Legal Counsel By: \)o.--:J '0. ~~ 32mv: 110993 :vernonlvemon1h.agr Page 12 of 12 Agreement for Allocation of Tax Increment Funds 1 j f ~ i ~ ~ KANE, BALLMEI~ 8c BEI~KMAN A LAW CORPORATION N ~ 354 SOUTH SPRIN ~ / ~ G STREET, SUITE 420 1`11 ` ~ ~ ~ LOS ANGELES, CALIFORNIA ~J0013 ?IJ) ~ TELEPHONE (213) 617-0480 MURRAY O. KANE _ 'l ~ TELECOPIER (213) 625-0931 ROBERT P. BERKMAN BRUCE D. BALLM ER 9p RETIRED - GLENN F.. WASSERMAN y. - - R. BRUCE TEPPER, JR. October 18 1993 KATHRYN REIMANN / EUGENE B. JACOBS A PROFESSIONAL CORPORATION - JOSEPH W. PAN NONE OF COUNSEL ROYCE K. JONES PRLNCIPALS - - - David Brearley Hacienda Professional Plaza 2440 S. Hacienda Blvd., Suite 223 Hacienda Heights, California 91745 Bruce Malkenhorst Gerald Forde City of Vernon 4305 S. Santa Fe Ave. Vernon, California 90058 RE: Options for Appeal, Settlement or Re°Adoption Dear David, Bruce and Gerry: Pursuant to David's request, and in the wake of the opinion from the Court of Appeal on the validation cases, this letter will attempt to lay out some preliminary considerations concerning further review by the Supreme Court, settlement of the. instant litigation, and possible re-adoption of some. form of project area(s). A. Further Review by the Supreme Court Without engaging in an extended discussion of just how wrong we think the appellate court is in its decision, we think there are adequate grounds for seeking further review of this case in the form of a Petition for Review with the Supreme Court. The - _ appella£e court did not appear to consider the facts upon which our experts-based their opinions, and more importantly made its own judgment as to whether. or not the blight was "enough". In that respect, this case is not unlike the original Bunker .Hill case, David Brearley, October 18, 1993 Page 2 where the Second District Court of Appeal also thought that Bunker Hill .wasn't "bad enough" and the Supreme Court reversed, saying it didn't matter what the court thought, only what the city council thought. The actual opinion is simply a quotation of various statutes [including § 33031, which the Court observed at -oral argument we weren't relying on], and pejorative language from certain-cases [whose facts don't begin to approach Vernon's]. We think that review by the. Supreme .Court will help settle an important issue of law [what constitutes a "serious burden on the community"], and will secure uniformity of decisions [that it is the legislative body's judgment which determines that factual issue]. There is some possibility that the decision by the Court of Appeal not to publish the opinion may adversely affect the decision of the Supreme Court as to whether or not to grant review [review is discretionary and not a "right" in this instance]. We have forty (40) days from the date the Court of Appeal opinion was issued to seek review by the Supreme Court. California Rules of Court, Rules 24 and. 28. The opinion was issued on October 6 [we received it October 12]. If we are to seek review, we must file by November 15. We estimate that the .preparation of a Petition for Review would cost approximately $10,000. The Supreme Court has up to 90 days from the date the Court of Appeal opinion is final to decide whether or not to review the decision. The Court could decide to accept o~ deny review any time during that -time per-iod. _ _ _ - In this case. the a ellate o pp pinion will be final on November 5, 1993. David.Brearley, October 18, 1993 Page 3 B. Possible Settlement on Appeal 1. General Considerations It may be advisable to explore settlement options with the County pending .the filing of a Petition for Review [and pending any review by the Supreme Court]. As will be discussed below, given the enactment of AB 1290, there may be more of an incentive for the County to accept a reasonable "pass-through" for the existing project than to risk-the consequences of possible re-adoption. If we were to attempt to explore settlement, we would contact the County Counsel involved in the case, Manuel. Valenzuela, and ask him to talk to Delta Uyenoyama [the County's chief "fiscal review" negotiator] to see if there is room for settlement. Under the Neary v. Regents of the University of California case [3 Ca1.4th 273 (1992)], the Supreme Court observed that there was a strong presumption in favor of settlements, including settlements that involved stipulated reversal of judgments on appeal. It was under this theory that we obta-fined a settlement and stipulation with the Los Angeles Community College District. A question remains, assuming some sort of settlement is reached with the County, as to what impact such a reversal would have upon the Norton appeal, which was dismissed by the Court of Appeal as .moot. It would appear that reversal of the appellate decs-ion would "resurrect" thee-Norton appeal, but-"the issue on appeal there. is one of exhaustion and not blight. While the strength of Vernon's position on exhaustion seems clear, there may be some value in achieving finality im all actions challenging the project, in order to get tax increment flowing and to actually David Brearley, October 18, 1993 Page 4 pursue the project. If so, we may. want to consider possible settlement scenarios with Norton [which may include exemption from .eminent domain and some payment of attorneys fees], but we don't have to decide on any program before settlement with the County.J 2. Possible Settlement Strategies We have previously posited .various potential settlement scenarios for the County [and. other taxing entities] in our letter dated October 23, 1992._ At that time we observed that a 100 "pass-through" to the County would amount to approximately $524,12.0,000, and that a stepped percentage- allocation of the County's "share" of tax increment [based upon some language originally proposed by the County] could range from $281,905,000 [52.9 of the County's "share"] to $187,937,000 [35.3 of the County's "share"]. See October 23, 1992 letter at 13-16.3 The enactment. of AB 1290. may influence settlement negotiations, both in the amount Vernon may be willing to offer and even .whether or not the County will settle. AB 1290 makes several significant changes in the Community Redevelopment Law. One of these changes is the elimination of the fiscal review process for plans adopted after January 1, 1994 with a mandatory allocation or "pass-through" to affected taxing entities instead.. Under AB 1290, tax increment is automatically shared with all affected taxing entities beginning in the first fiscal year wherein tax increment is received. From that year through the end of the project, 25~ of There would be a longer time period .for discussing. settlement with Norton because, at worst, Norton's appeal would not be final and would have to be reinstated and argued. 3i Another-copy of this October, 1992 letter is enclosed for your reference. David Brearley, October 18, 1993 Page 5 the tax increment generated in the. project [less the amount set aside for low- and moderate-income housing] is to be shared by the affected taxing entities in the same proportion as they receive the -tax dollar. In the eleventh fiscal year, an additional 21% of tax increment generated beginning in that fiscal year is shared, and beginning in the thirty-first fiscal year an additional 14% is allocated.~~ Overall, it is projected that approximately 37.5% is to be allocated to affected taxing entities. Applying that percentage5~ to the. amount of tax increment projected to be generated. by Vernon's project,6i some $327,375,000 would. be allocated to the various taxing entities. Of that amount, the County would receive about $196,425,000.(60%), or about 22.5 of the total tax increment .anticipated to be generated. Assuming that Vernon could re-adopt the project under the terms of AB 1290 [and that the projections remain the same], therefore, the County would stand to lose some $327,695,000.~~ As such, it may be in the County's financial interest to accept this current plan, with .its cap on tax increment and ability to pay more than $196,425,000 (the AB 1290 limit) to the County as tax allocation. Accordingly, the range of settlement would appear to a~ A new, artificial "Base Year" is created in the eleventh and thirty-first years for the purposes of calculating additional increment allocation at these additional tiers. 5i For purposes of this discussion, we have applied the 37.5% to all of Vernon's anticipated amount of tax increment [$873,000,000] because no amount will be allocated for low and moderate income housing. 6~ Under AB 1290, there is no longer a dollar limit on the amount of tax increment which the Agency could receive, rather there is a limit on the time during which the Agency can receive any increment. See Footnote 7 infra. $524,120,000 - $196,425,000 = $327,695,000. David Brearley, October 18, 1993 Page 6 run from a minimum of $196,425,000 [the amount of statutory pass through to the County under AB 1290], or 22.5% of total tax increment to $524,120,000 [100% of the County's "share" of pass- through], or 60% of total tax increment. How. much of that amount the Agency. may be willing to negotiate with is also affected by other provisions of AB 1290, however.8~ Assuming the existing plan is validated, AB 1290 will require an amendment by the end. of 1994, which places limits on the time during which the Agency may (a) receive tax increment and (b) incur debt to be repaid with tax increment.9~ These limitations .could As we discussed briefly in our October, 1992 letter [at 9], the size. of a project area from which tax increment could be generated also impacts the amount likely to be generated.. For example, the current 1900-acre project area is expected to generate at least some $873,000,000 [say $46,000 per acre, over 40 years]. Assuming the same tax revenue generation ability per acre, a 50-acre project area [encompassing the Oscar Meyer site, .for example] might generate $2,300,000 in increment, which may or may not be enough to implement a feasible plan [also considering that 37.5% of this is required to be "passed-through" to effected taxing entities]. On the other hand, a more focussed .project area could also generate more tax increment than the average. 9i AB 1290 requires that every redevelopment plan adopted prior to December 31, 1993 contain the following [maximum] time limitations: 1. A time limit on the establishment of debt which is 20 years from the. plan's adoption. For Vernon, this date would be November 27, 2010. The current plan sets this limit at November 27,.2030. 2. A time limit on-the "effectiveness" of the - _ _ _ _ - .redevelopment plan, which in effect deprives an agency of the "authority to act" (except to pay permissible debt or enforce existing obligations). For Vernon, this would be November 27, 2030._ The current plan sets this limit also at November 27, 2030. 3. A time limit to repay debt with tax increment. David Brearley, October 18, 1993 Page 7 .affect the ability of the Agency to implement its plan -and thus affect the amount of tax increment generated.-°~ C. "Re-adoption. Strategies" If the case is not reversed by the Supreme Court, or settled pending review,, Vernon-could attempt to use the redevelopment process to adopt new project areas. At this point, given the experience with a large project area, we would recommend that. Vernon consider focussing on specific sites [such as Oscar Meyer] or sub-areas where the physical problems are acute. Under AB 1290, the blighting factors of Health & Safety Code 33031 and 33032 have been combined into a new § 33031:~~~ (a) This subdivision .describes physical conditions that cause blight: (1) Buildings in which it is unsafe or unhealthy for persons to live or work. These conditions can.be caused by serious building code violations, dilapidation and deterioration, defective design or physical construction, faulty or inadequate utilities, or other similar factors. This is really a limit on the amount of time a project has to collect tax increment. The maximum time limit permissible under this provision is ten-years from the "effectiveness" limit., or November 27, 2040 for Vernon. The current plan sets no limit on how long it may collect increment. The only significant change from what the Plan currently provides is the limit on the-time to incur debt. Currently, the Plan 620.5] places a limit of 40 years on the establishment of debt, as opposed to 20 years set forth by AB 1290. Note that "social conditions" are no longer an express component of describing the conditions of the project area. David Brearley, October 18, 1993 Page 8 (2) Factors that prevent or substantially hinder the economically viable use or capacity of buildings or lots. This condition can be caused by a substandard design, inadequate .size given present standards and market conditions, lack of parking, or other similar factors. (3) Adjacent or .nearby uses that are incompatible with each other and which prevent the economic development of those parcels or other portions of the project area. (4) The existence of subdivided lots of irregular form and shape and inadequate size for proper usefulness and development that are in multiple ownership. (b) This subdivision describes economic conditions that cause blight: (1) Depreciated or stagnant property values or impaired investments, including, .but not necessarily limited to, those .properties containing hazardous wastes that require the use of agency authority. as specified in Article 12.5 (commencing with Section 33459). (2) Abnormally high business vacancies, abnormally low lease rates,. high turnover rates, abandoned .buildings,- or excessive vacant-lots within an area developed for urban-use and served by utilities. (3) A lack of necessary commercial facilities that are normally found in neighborhoods, including grocery stores, .drug stores, and banks and other lending institutions. (4) Residential overcrowding or an excess of bars, liquor stores, or other businesses that cater exclusively to adults, that has led to problems of public safety and welfare. (5) A high. crime rate that. constitutes a serious - threat to the public safety and welfare. As noted above, there is no longer a fiscal review process or determination of "financial burden or detriment"; rather there is an automatic allocation of tax increment. A preliminary report is i David Brearley, October 18, 1993 Page 9 still required, as are consultations with affected taxing entities, but additional payments are expressly prohibited. As such, if a taxing entity objects to the plan, its choices are to seek modification of the plan itself or challenge it. It is a little too early to tell what kind of effect this new arrangement will have on plan adoptions, but they may become more of an "all or nothing" proposition.~Z~ If Vernon were to consider some form of new redevelopment plan adoption, we would recommend proceeding on more discrete areas or sites and providing a "case-history" of the selected project area. This may. include actually. going onto the premises to show that, for example, the entire third floor of the. building is abandoned because of stress factors or because the operations don't call for multi-story building; that the business is considering relocating -out of the area because it can't expand because of rail spurs or other reasons. Because the various factors indicating blight would be so dependent upon .the area selected, we cannot state precisely what kind of information could or should be generated at this time. Additional emphasis on other aspects [such as vacancies, hazardous waste issues, and depreciating property values (including the loss of improvements of businesses who leave,. in addition to the recessionary .decrease)] would also be tailored. upon specific project area(s) selected, but would seem to be appropriate. Given the appellate opinion, it would appear to be difficult On the other hand, with .taxing entities assured of at least some income, some may be less inclined to expend their resources. attacking plans unless they really believe redevelopment-will not create additional revenues.. David Brearley, October 18, 1993 Page 10 for any plan13~ to be adopted, which is one of the reasons why we think the opinion is so wrong. The. opinion is not to be published,. .however, and is therefore cannot be used as precedent. We expect that the opinion was tinged by a lack of "sympathy" for Vernon and the-size of the project area, and that a smaller project area that -could plainly-set out a discreet goal and objectives would be viewed with more- favor. That would also allow facts to be .generated and presented that are more site specific than those produced for the current, large Project Area. We would anticipate that a new plan(s) could be adopted within a one year period. Vernon can still start from the informational base in the Industrial-Plan record. D. Conclusion We think that the appellate decision is worthy of review by the Supreme Court, although we cannot say with any degree of assurance that such review would be accepted. The threat of such review, however, coupled with .the threat of readoption under the AB 1290 scheme may provide an incentive to the County to settle the action. There is incentive-for the Agency to achieve a settlement based on the .current Plan [even though it would probably mean paying the. County more than would otherwise be allowed under AB .1290] in, that (a) tax increment is already being. generated and (b) a larger base may have a greater chance of generating the kind of increment necessary to implement even strategically .desired - - protects under-the Plan. _ _ _ _ _ _ _ - 13~ Including in a more traditional "Bunker Hill"-type project area. David Brearley, October 18, 1993 Page 11 If settlement or review is not achieved, however, Vernon should consider using redevelopment in more precisely defined areas. The ability of the Agency to undertake widespread programs will be limited, but nevertheless, some catalytic effect may be achieved. Because we can only count on the next thirty days or so to arrive at possible settlement., it is important that Vernon consider its options as soon as .possible. Bruce Ballmer and I will be available to discuss- this letter and any other matters. with- you this week. Very truly yours, KANE, BALLMER & BERKMAN Kathryn Reimann KR:nir enclosure by mail, not fax 4' i L KAIVE, BALLMEK & BEI3KMA~T A LAW CORPORATION 354 SOUTH SPRING STREET, SUITE 420 LOS ?~JTGELES. C ~LIFORYIA ~J0013 ' - - TELEPHONE (2131 617-0480 - MURRAV O_ KANE TELECO PIER-{2131 625-0931 ROBER7 P..BERKMAN 9RUCE O. BALLM ER - - - - RETIRED GLENN F. WASSERMAN - MARJORIE R. FRI£DLAN DER - R. BRUCE 7EPPER, JR EVGENE 0. JACOBS 4 PROFES SIO N4L CORRO R4TION KATH RVN REIMANN - - y OF COUNSEL JOSEPH W. PANNONE October 23, 1992 . PaINCIPALS Bruce M. Malkenhorst City Administrator City of Vernon 4305 S. Santa Fe Avenue Vernon, California 90058 Re: Possible Settlement Strategies for Vernon Validation Actions Dear Mr. Malkenhorst: You have requested an updated and expanded discussion of settlement opportunities and strategies with regard to the validation action against the City of Vernon [L.A.S.C. Nos. BC 017 927 consolidated with BC 019 968]. I. BACKGROUND The Industrial Redevelopment Plan for the City of Vernon was adopted~in November, 1990. In December, 1990,. and January,. 1991, challenges to the Plan were filed by the- Los Angeles Community College District ("LACCD") and the County of Los Angeles and Los Bruce. M. Malkenhorst October 23, 1992 Page 2 .Angeles County Flood Control District (collectively,. the ".County") . ~i Trial was held in February and March, 1992. As we have previously discussed in our memoranda dated May 13 and May 27, the trial court essentially used an impermissible standard of review and held the Plan invalid,. in large part because the judge. felt that the decline documented by Vernon was "not bad enough" yet to establish blight. Using as a theory the concept that any area which employed persons was an "asset" and not. a burden on the community, the trial judge found insufficient evidence of blight. The"Agency filed a timely Notice of Appeal in June, 1992. We have advised you that we estimate the costs of appeal to be in the range of $40,000.. to $50,000, including costs associated with preparing the Record on Appeal, transcripts, briefing and oral argument. For the months of April through September, 1992, we have billed the Agency approximately $5, 700, for such work as concluding the LAUSD settlement, reviewing and preparing documents relative to the record(s) on appeal,Z~ and preparing our prior memoranda on the subject of appeal and settlement. II. ISSUES ON_APPEAL As we have previously stated, the issues on appeal are legal ones, over which the Trial Court. holds no superior expertise. to the Court of Appeal. See, e.q., Personnel Commission of the Lynwood As you know, a third action was brought by a private party. Summary judgment in favor of the Agency was granted in September of 1991;.-the matter is now on appeal. While this appeal. appears .very clear on both the law and the facts relative to the Agency's exhaustion defense, should the matter. be reversed, Norton might be able to renew his attack on the Plan. Including-the record for the Norton appeal. Bruce M. Malkenhorst October 23, 1992 Page 3 Unified School District. v. Board of Education of .the. L nwood .Unified School District, 223 Ca1.App.3d 1463, 1466 (1990): . Judicial intervention is warranted when a public entity adopts a rule or makes a policy decision of .general application which is shown. to be arbitrary, capricious, contrary to public policy, unlawful or procedurally unfair. Whether the action is tainted by one or more of these factors is a question of law.. With respect to these questions the trial and appellate courts perform essentially the same function, and the determinations of the trial court are not conclusive on appeal. [Citations omitted.] Shannell Industries v Governinv Board, 1 Ca1.App.4th 218 (1991)- has most recently stated this rule: Whether the trial court applied the correct -test or not, however,. does not determine the outcome here. In a mandamus, proceeding [same standard of review as our case], the ultimate question, whether the agency's action. was arbitrary or capricious, is a question of law. [Citations.] -Trial and appellate courts therefore perform the same function and the trial court's statement of decision has no conclusive effect upon us. See also Goddard. v. South Bav Union Hiqh School District, 79 Ca1.App.3d 98, 105 (1978). The LACCD expressly asked the Trial Court to determine the issues. of fiscal. detriment and "nexus",~ but it declined to do so. These are all issues of law,-however, decided on the record before The LACCD roffered an ar P gument that the. program described in the Plan did. .not cure the problems identified in the blight report; that there was insufficient "nexus" between the causes of blight. and the programs to alleviate it. Bruce M. Malkenhorst October 23, 1992 Page 4 the decision makers in Vernon. See National City Business Association v. City of National City,-146 Cal. App.3d 1060 (1983). Accordingly, these questions can be addressed to the appellate court, following the rule that where there are no disputed facts to be determined by the trial .court- follot~ing reversal, it is appropriate for an appellate court to reverse-with directions to the trial court as to the judgment to be entered. See Industrial Indemnity Co. v. General Ins Co. of America,. 210 Ca1.App.2d 325 .(1962).. Thus, it appears that an appeal should offer the same relief to Vernon as would a trial court in the first instance, without any binding effect of the judgment that was entered by the trial judge, and also ..quite possibly [although not certainly] without .any requirement to go back to the trial judge, other than for perfunctory matters, assuming that a reversal is secured. If the case is reversed on appeal, and the other issues. disposed of in the Agency's favor, the Plan would be validated without reallocating any of the Agency's $873 million in tax increment to the LACCD or County. III. TAX INCREMENT DISTRIBUTION BASED UPON CURRENT STATUS OF ALLOCATION .AGREEMENTS A. BACKGROUND INFORMATION The Base Year for purposes of tax increment allocation is Fiscal Year 1990-91. The first year in which tax increment would be allocatable to the Agency would be Fiscal Year 1991-92. Based upon the projected increases in assessed valuation taken from the Report to Council .[Section IV, Table IV-5], the Agency estimated that approximately $1.155 billion in tax increment -could be generated over the anticipated life. of the Plan. The maximum amount of tax increment to be received by the Agency pursuant to .Bruce M. Malkenhorst .October 23, 1992 Page. 5 Section 610.5 of ~,he Plan is $873 million. No more -than $342 million in bonded debt may be outstanding at any one time [pursuant to Section 620.6 of the.PlanJ, and no debt may be incurred by the Agency more than 40 years after the Plan's adoption [Section .620.5]. The Base Year tax dollar [ from which the taxing entities claim their respective "shares"] is divided in the following way: Los Angeles County: 58.01$ L.A. Co. Flood Control: 2.03$J LAUSD: 25.95$ City of Vernon: 7.82$ LACCD: 3.48$ .Sanitation Dist. #1: 0.96$ Sanitation Dist.. #2: 0.34$ Sanitation Dist. #23: 0.92$ County Bd. of Education: 0.48$ Central West Basin Water: 0.02$ As .applied to projected amount of tax increment ($873 million), the distribution of the tax increment dollar [assuming For.purposes of our textual discussion, we are combining the Flood Control District with the County, as they have done in the. litigation. Bruce M. Malkenhorst October 23, 1992 Page 6 each taxing entity received a "100 pass-through") would be as follows• -Los Angeles County: $524,120,0005; LAUSD: $226,584,000; Vernon: $ 68,225,000; LACCD: $ 30,421,000; Sanitation Districts: $ 19,252,000; (combined) County Bd. of Ed: $ 4,211,000;. Central West Basin Water: $ 187,.000. Accordingly, every dollar of tax increment that the Agency receives in excess of $68,225,000 [the. City's "share.") is considered by the .other taxing entities as money coming from one of the taxing entities. B. ALLOCATIONS BASED ON CURRENT STATUS OF PLAN Of all the tax entities, .only the Central West Basin Water District, the LACCD, the County and the. City of Vernon adopted so- called "2$ Resolutions". If the Agency were to reach some agreement with the LACCD and the County, those agreements would supplant their "2$ Resolutions". If the matter is not settled, and if the Plan is validated on appeal, the distribution of $873 million in tax increment should be as follows: 5i This reflects a combination of both the County and the County Flood Control Cistrict. Bruce M. Malkenhorst October 23, 1992 Page 7 Agency: $809,307,000; LAUSD: $ 63,693,OOO.J The Central West-Basin Water District would receive $4.0,000 [over the period during which the Agency is eligible to receive $873 million in tax incrementJ] as a result of its "2$ Resolu- tion", and Vernon as the City would receive $14,746,000. These amounts will remain constant whether or not any settlement is reached. This "2$" money-would be allocated directly by the County Auditor-Controller to the respective taxing entities and, as such, would not be counted against the Agency's $873 million limit. The County and LACCD would receive approximately $113,278,000 and .$6,575,000, respectively, in tax revenues [in addition to their respective Base Year amounts], based upon their adoption of "2$ Resolutions". If a settlement is reached with .either the County or LACCD, this "2$" amount will be subsumed into any such agreement, and it will "count" against the. Agency's tax increment limit. The two largest "shares" of the tax dollar belong to the County (60.040: and the LAUSD (25.95$). The Agency has reached an agreement with the LAUSD which could reasonably be said to result in an overall payment of some $63.7 million [rather than $226.6 million); a "net gain" to the Agency of approximately $162.8 million. The Agency is also due to receive some $4.2 million from the County Board of Education's "share"; $19.3 .million from the bi The LAUSD Agreement, and-the. projection of a payment of no more than $63.7 million, is explained in greater detail in Section V.A.2., in The limit on the amount of tax increment to be received by the Agency over the life of the Plan is less: than the amount of tax increment anticipated to b~ generated. over that same time. Based on the projections contained in the Report to Council, the Agency's limit of $8.73 million would be reached some time during the .36th year of the Plan. Bruce M. Mslkenhorst October 23,1992 Page 8 combined Sanitation. Districts' "share"; and $187,000 from the Central Water Basin District's. "share", for a subtotal of .approximately $186,500,00, or a total of $2.54.7 million when .these "shares".are combined with Vernon's "share" [$68,225,000]. IV. RATIONALE FOR EXPLORING SETTLEMENT OPPORTUNITIES We have previously discussed in a general manner some of the pros and cons of exploring settlement possibilities during the appeal process. While settlement on appeal would undoubtedly mean the Agency would give up some amount of tax increment it would otherwise receive should the appeal be decided in its favor, settlement would result in a valid program which could immediately begin to operate. As conditions have worsened it may be more important that a program to revitalize the area get underway; a program which is certain, if somewhat reduced, may be better than the possibility of invalids- tion. From the perspective of the LACCD and County, the same could be said: to the extent that property values are decreasing in the area; to the extent that unemployment is increasing, both those entities are being called upon to provide more services without more money to pay for them; money that could be generated by the revitalization of the Project Area. In addition, .pursuing the case through appeal [and possibly review by the Supreme Court] will increase litigation costs and fees on both sides;. fees that are not recoverable by either side at trial or on appeal.. If the Plan is validated on appeal, the County and LACCD would have expended those fees for no return. If the Plan is not validated on appeal, there will be little or no increase in tax revenues [because the area-won't be revitalized],- andthere. will still be no real return for their investment of attorneys' fees. Bruce M. Malkenhorst October. 23, 1992 Page 9 Another possible. advantage to the Agency of a settlement on .appeal is that while the total amount of tax increment revenue to the Agency under the existing Plan-would be reduced, tax increment would be generated from a larger area, increasing the likelihood that sufficient tax increment would be generated,. A large base from which tax increment could be generated would. undoubtedly bring in more, and. at an earlier date, than would new smaller or multiple projects. It would also be better to have a valid project now and possibly amend in the future [when blight would not be in issue] as tax increment limits are reached. It remains, then, for the Agency to consider upon what terms it may be willing to explore settlement on appeal. V. SOME SETTLEMENT ALTERNATIVES A. BASIC PRESUPPOSITIONS 1. Factors Considered In attempting to project the impact(s) of various settlement scenarios, we have developed some basic constants and information. For example, in order to project the amount of tax increment which might be available to the Agency at any given year, we have done the following: (1) Adopted the projections .used in the Report to Council to determine assumed increases in assessed valuation. over the next forty years; (2) Determined a "Gross Tax Increment" amount by subtracting the. Assessed Value in any given year from. the Base Year Bruce M. Malkenhorst October 23, 1992 Page 10 assessed value amount and applying the 1~ tax rate8~ to determine projected annual tax increment; (3) Subtracted-from the "Gross Tax Increment", the amount of revenue received by the Central Wept Basin Water District and .the City of Vernon [each of whom adopted a "2$ Resolution"]~, but did not .subtract the "2$" amounts which would be generated by the Resolutions of the County and LACCD [on the assumption that the Agency would reach an agreement which would supplant these Resolutions]; (4) Developed a "net" .form of tax increment which is .allocatable by agreements or other spending [expressed both annually and cumulatively]; (5) From this "net" tax increment, we have subtracted an assumed "conservative" payment to the LAUSD, based upon one of the examples attached to the LAUSD Agreement; J As noted in the Report to Council, the tax rate is not precisely 1~ at this time because of existing bond issues of other taxing entities. As these bonds are paid off, the rate will settle at 1$ [pursuant to Health & Safety Code. $ 33670(e), any .increases in tax rates due to new bonds. will go directlyto the bonding tax entity and-are not considered part of "tax increment"]. This "2$" amount does not decrease the total amount of tax increment available to the. Agency [the 2$ amounts are .not subtracted from the Agency's. $873,000,000 limitJ, but can impact. how much tax increment is available in any given year, and when the Agency's. tax increment limit will be reached.. Because these two entities' combined share of the tax dollar is less. than 10~, these amounts have relatively small impact.. -See Section V.A.2., infra. Bruce M. Malkenhorst October 23, 1992 Page 11 (6) We then subtracted an .amount equal to an assumed 100$ pass-through to the LACCD"~ [this is expressed both annually. andcumulatively]; (7) Next, various all®cations or pass=throughs to the County are factored in [and expressed annually and cumulatively]; (8) Finally, the remaining, truly "Net. Tax Increment", available for Agency programs, is expressed both annually and cumulatively. 2. The LAUSD Agreement The LAUSD Agreement provides for a payment of .tax increment to the LAUSD, based upon an average increase in both employment and existing building square footage, and applied to the LAUSD's "share" of the tax dollar [25.95$]. As provided in Exhibit A-1 to the LAUSD Agreement, if in a given year [there, Year ii of the Plan] employment in the Project Area had increased by 50$ [from an assumed 50,000 to 75,000] and if the building square footage had increased by 5 million [from 33,400,000 to 38,400,000], or 14.9$, then the Agency would pay LAUSD 32.45$ of the LAUSD's 25.95$ "share" of the tax increment dollar. [50$ + 14.9$ divided by 2 = 64.9/2 or 32.45$ of LAUSD's "share".] It is apparent from the formula that the likelihood of the LAUSD ever getting a "100$ pass-through" is very slim. For .example, bot employment and square footage. would each have to increase. by 100$ for the LAUSD to get a 100$ share. Since that would mean that the .square footage in the Project. Area. would have to double from 33.4 million to 66.8 million [an almost impossible This. is an assumed maximum acceptable settlement scenario. We have also prepared spread sheets based upon alternative settlement proposals discussed below. Bruce. M. Malkenhorst October 23, 1992 Page 12 event12~], that means that employment in the .Project .Area would ' have to increase by almost 200$ in order to get to a "full pass- .through" for LAUSD. In order to determine an amount of payments. to the LAUSD which could be said to be possible, if. still ambitious, [in other words a relatively realistic "worst case scenario" for Agency payments], we have chosen a projection based on the example provided in .Exhibit A-1 to the LAUSD Agreement.13~ Our. model assumes that employment and square footage grow at a steady rate .such that employment .has increased by 50$ and square footage by 5 million by the 30th [not 11th] year of the Plan and then remains at that level. .Based upon .such a scenario, the cumulative amount paid to the LAUSD would be $63,693,000 (or -about 28$ of LAUSD's "full share") over-the anticipated 36-year payout period of tax increment to the Agency. [The LAUSD's "full share" of tax increment would otherwise. amount to $226,584,000, or over $162.9 million more.] As previously stated, we think this is a 01worst case scenario" and that actual payments will be less. The. projection just described is the factor we have entered into all of our alternative scenarios with the LP,CCD and County, in order to have some sort of [maximum] constant to allow us to determine "net" amounts available. to the Agency under the various settlement scenarios. 12~ Thee Plan's EIR projected that the "Maximum Probable Developable Square .Feet" for the Project Area as a result of redevelopment-would increase the square footage by 1.8 million square feet. The EIR projected that the "Maximum Potential Developable Square Feet" for the Project Area [which assumed a 0$ vacancy rate]-would be 5.l million square feet. These figures can ,be found in the Plan's EIR at Table 3.1. 13~ It may be that the example provided. in Exhibit A-2 to the LAUSD Agreement is more realistic; it calls-for a payment of 7.45$ of the LAUSD's share. Bruce M. Malkenhorst October 23, 1992 Page 13 B. THE COUNTY 1. Prior Ne otiations The Agency met several times with the County, but without much success in resolving differences. The County's position started [and seemed to remain] based on the presupposition that whatever agreement reached- would provide a "100$ pass-through" to the County. Although the County expressed a willingness to "defer" early payments, interest would be added to any amounts so deferred. The, Agency's offer to the County started with a proposal to reimburse the County for one-half of any costs associated with hazardous material episodes ;ncurred'~y the County in Vernon, in addition to the County s 2$ share. Review of correspondence between the parties reveals that-while the Agency objected. to the various aspects of the. County's proposal(s), it never. made a specific counter-proposal indicating what level of "pass-through" might be .acceptable. On November 6, 1990, towards the close of the public hearing process for plan adoption, the County sent a letter containing another proposal. That letter states in part: "Count 's P o osed Co ce t "The County shall receive tax increment. based on the following schedule. The percentages are to be applied to the annual tax increment (1 percent tax levy) generated by the Project. The costs to the County associated with hazardous material episodes were anticipated to be virtually nil;- thus, essentially the Agency's offer was to allocate~to the County its "2~" share ($113,278,000). Bruce M. Malkenhorst October 23, 1992 Page 14 Years O1 to 10: 0~ Years 21 to 25: 40~ Years 11 to 15: 20$ Years 26 to 30: 50$ Years 16 to 20: 30$ Years 31 to 40: 75~ "The County would receive full pass-through beginning in year 41. This schedule provides the City with $7.2 million as soon as possible and continues to provide annual revenues in excess of that amount throughout the Project life.." There is a certain amount of ambiguity in this proposal. While the sentence immediately preceding the County's. chart seems to state that the allocation percentages would be based on the total tax increment [the "1 percent tax levy"], the sentence immediately after. the chart refers to the County receiving a "full pass- through" in year 41. A "full pass-through" can only be interpreted to mean of the County's "share" of the tax dollar,. not of the tax dollar itself .15~ The Agency's response to this letter was to object to certain misstatements contained therein and to interpret the proposal as constituting a stepped percentage, share of total tax increment [as opposed to the County's "share"]. No counter-offer was proposed. There was no attempt to discuss settlement with the County after. litigation had. commenced. ~5i If the County actually intended to apply these percentages to the tax increment dollar instead of .its share of that dollar, the formula would be; Years 1-10, 0$; Years 11-15, 33~; Yearn 16-20, 50$; Years 21-25, 67~; Years 26-30, 84$; and Years 31-40 -125$ of the County's "share", or $469,555,000 out of $524,120,000 [essentially an 88$ "pass-through"]. Bruce M. Malkenhorst October 23, 1992 Page 15 2. settlement Scenarios A~settlement strategy which met the claimed County objective of providing a 100$ "pass-through" [whether now or later] would not seem to be worthwhile to the Agency. The C®unty°s 10share" of the tax .dollar is 60.04, and a straight allocation of that amount would do serious damage to the Agency's program. However,. it may not be necessary to go that far to reach some agreement with the County. We-have run a set of projections of tax increment allocations based upon the percentages stated in the County's .November 6 letter, as applied to the County's "share" of tax increment. Based upon such. a scenario,- the County would be paid approximately $281,905,000, or 52.9$ of the County's "share".~ Exhibit 1 represents the various pay-outs, based-upon (1) the assumed "LAUSD share", (2) an assumed 100$ allocation to the LACCD, and (3) the "stepped" proposal discussed above. The net amount of tax increment to the Agency under this scenario is $496,471-,000, or 56.9$ of the available tax increment. By way of another example, we have prepared a spread sheet showing a similar "stepped" settlement- proposal, only with the percentages scaled .back by 1/3 so that. the amount of the County's "share" ultimately paid .out to the County would only be $187,937,000, or 35.3 of its "share".~ Exhibit 2 represents the various pay-outs under this scenario [again assuming the "LAUSD share" and a 100.$ allocation to LACCD]; the net amount of tax increment. to the Agency would be $590,440,000 or 67.6$ of the available tax. increment. The Agency would receive .about. $242,215,000 from -the County's "share". This amount is $74.6 million more than the County's "share" of the 2$ inflationary growth factor [$113,278,000]. Bruce M. Malkenhorst October 23, 1992 Page 16 If the Agency decides to make a settlement proposal to the County,. we recommend that the amount of the proposal be sufficient to at least engage the interest of the County. Review of the summaries of "Pass-Through Agreements" provided to the Agency .during the plan adoption process by Katz-Hollis [copies of which are attached as Exhibit 3] indicates that, where agreements were reached, the County was able to obtain a significant portion of its "share" .There are, of course, a number of different scenarios which could form the basis for a settlement proposal from the Agency. In addition to .proposing such variations as "straight .pass-throughs" [with no deferrals]., or "stepped pass-throughs" [such as the one discussed above] , the Agency could propose to allocate a portion of tax increment after the Agency had reached a certain monetary goal [rather than a set time period]. The. particular form of proposal should be tailored upon such factors as the Agency's estimate of the amount of revenues it needs to have a meaningful program, and whether or not it felt there is a likelihood that increment could come in at a significantly faster or slower rate than that projected in 1990. C. THE LACCD 1. Prior. History of Negotiations Negotiations with the LACCD, both during the plan adoption process and pre-trial period, were never very fruitful. The LACCD took a position of asking-.for a "100$ pass-through" of its so- called share- of tax increment [$30.,421,000]. The Agency's original offer to the LACCD was to accord them. their "2$" [$6,575,00] and to meet regularly to determine whether certain programs could be developed-and funded. There was no commitment on the part of the Agency to provide funding.. The LACCD "countered" by proffering specific language which still amounted to a 100 .Bruce M. Malkenhorst October 23, 1992 Page 17 pass-through. The Agency's final offer to the LACCD was the same proposal offered to [and ,ultimately accepted by] the LAUSD: the allocation of increment based .upon a formula which weighted increases in employment and development area.18~ Shortly before trial, the Agency [through David Brearley] contacted the LACCD's General Counsel directly and again proffered the LAUSD formula. This offer was. again rejected. 2. Settlement Scenarios We have prepared spread sheets demonstrating the amount of anticipated payment to the LACCD if a "stepped" proposal were made along the lines of the County's November 6 letter. Based upon the increasing percentages stated in the County's letter, the LACCD would receive $16,363,000 [and the Agency receive the remaining $14,058,000].. This particular "stepped" settlement proposal, in conjunction with the .two County .proposals discussed above, is factored into Exhibits 4 and 5. Based upon another "stepped" agreement entered into with the LACCD and a different redevelopment agency [where the steps are 0 ~ , 33.3, 66.7 and 100$ of the LACCD's "share"], the LACCD would receive $22,401.,0.00, or 72.4$ of its erstwhile share of $30,421,000. The effect of this. scenario [including the two County variations of "steps"}.upon the Agency's receipt of tax increment is found in Exhibits 6 and 7. 18~ Based u on our discussion of the p payment to the LAUSD [discussed. in Section V.A.2., supra], this .allocation would have amounted to approximately. $8,518,000, for the LACCD. This.-would be an increase of $1,943,000 over its "2$ amount, but would not be a significant movement, .especially keeping in mind that this repre- sents a relatively unlikely 10worst case scenario". Bruce M. Malkenhorst October 23, 1992 Page 18 Given the rather inflexible response we have. received so far, however, we think it unlikely that the LACCD-would agree to settle for anything less than a "100$. pass-through". Because LACCD's "share" of the tax dollar is relatively small (3.48$), this. would seem worth considering, although should. the Agency decide to make an offer, a lower initial proposal [perhaps based upon one of the two discussed above] would be appropriate. It is conceivable, however, that the LACCD will also ask for attorneys' fees as a further price for settlement. While such fees would not be awarded as part of the litigation [for example,. LACCD did not even ask for them. after trial]., and while there are a number of arguments which could be raised in objection. thereto, the Agency should consider whether or not such an issue would be a "deal breaker". In raising this issue we are not suggesting that the Agency make an offer to pay either all or a portion of such fees, simply that the Agency be ready to respond if a demand comes. If a request for attorneys' fees is made, the Agency will need to determine the cost of such fees compared to the overall tax increment it would receive for the Project. . By way of illustrating some- maximum parameters for consideration, if the Agency were willing to make settlement proposals to both the LACCD and the. County, and if settlement agreements were. reached which contained the "worst case" provisions discussed above [e.g., a 100 allocation to the LACCD; a "stepped" allocation to the County (resulting in a 52.9$ allocation of its "share"); and the LAUSD Agreement "worst case scenario"], the Agency would receive about $496,471,000 or about 56.9 of the $873 million tax increment. available. [.Exhibit 1.] Bruce M. Malkenhorst October 23, 1992 Page 19 VI. MAKING CONTACT Should the Agency decide to explore settlement possibilities, it would not."weaken" its. case or position to .have this firm make the initial or exploratory contacts. With respect to the County, for example, we have been involved in a number of negotiations with Manuel Valenzuela, the County Counsel in charge of the instant case;. he would be the logical person to contact initially. The City could use its. own contacts and good auspices to "soften the ground" as it .were with the Board of Supervisors to encourage receptivity to the Agency's proposal. With regard. to-the LACCD, .contacting Jeff Oderman [rather than the District's General Counsel ] would also be a logical. thing to do, since .the General Counsel will undoubtedly refer this to him anyway.. Given the strong Agency feelings over the District's staff person, David Czamanske, having Agency or City personnel contact him would not appear fruitful;19~ if Vernon has some sort of relationship with a Trustee of the LACCD, that avenue could also be considered. Any contact should, of course, be deferred until a relatively set program of anticipated settlements can be determined by the Agency. .Since there are a number- of .possible permutations, we suggest a meeting to go over in detail the examples we have provided here and to discuss others. Ed Freston has computer-run capabilities in his office; accordingly,. we suggest a meeting at Kane, Ballmer & Berkman. Should the Agency decide to make settlement proposals, acceptance by one plaintiff need not be contingent upon settlement with the other. While [depending upon the level of allocation] settlement with both parties is preferable, in part because it would add certainty and save in attorneys fees, it is note necessary. No funds would be paid to any taxing entity until the Because of the ongoing litigation, this firm cannot contact the LACCD directly. Bruce M. Malkenhorst October 23,.1992 Page 20 Plan is validated and increment flows, for example. The Agency should anticipate that the County and LACCD will talk to each other .about any settlement proposals, however, and .should be able to present. appropriate rationales .for the [assumed]: differences in proposals. The Agency should consider approaching the LACCD first. There is less "play" in the LACCD's "share" of tax increment so -the Agency should know sooner about whether or not discussions could be fruitful. .Moreover, we suspect that even the .County acknowledges the private law firm of Rutan & Tucker to be a more forceful appellate advocate than an overwhelmed section of the County Counsel's office. Also, given some of the seeming changes over at the County [e.g., a more moderate to liberal Board. of Supervisors -and the. departure of the Chief Administrative Officer},. it may be that reaching a settlement with the LACCD might even provide a greater opportunity for a reasonable settlement with the County. VII. CONCLUSION We recommend the Agency seriously consider making realistic settlement offers to both the LACCD and the County. A "pass- through" of up to _100$ of the LACCD's "share" (3.48$) of tax increment could be justified not only because of the relatively small amount of dollars involved but also because it is not unreasonable to anticipate that redevelopment of the Project Area could .result in the need for retraining or additional education for workers [ at .least. some of which is likely to be provided by the LACCD], Some amount less than a 100$ "pass-through" to the County .could also: be justified, depending upon the amount and timing. Settlement in some acceptable form to the Agency would still .leave Vernon with more money -under the Plan than if the same .level of development took place without the Plan. Bruce M. Malkenhorst October 23, 1992 Page 21 It is true that the Agency would receive even more money if the Plan is validated on appeal, and no settlements were reached. This fact must be balanced, however, by the costs [both in time and attorneys' fees] and risks associated with every appeal. As we have previously. discussed, -this Project,. although legitimate, is not as sympathetic as a Bunker-Hill - traditional slum removal - type of project. The. relatively large size of the. Project Area, its industrial character, and the primarily economic or "intellectual" nature of the blight [e.g., the lack of obvious physical deterioration] can make it more difficult for a court to accept the City's determinations [as the trial court's ruling demonstrated]. While the. Appellate Court will make its own determination as to the sufficiency of the record, and while we think that an appellate court panel will take a better view of the. matter, there is no guarantee. There i5 no question that the Project Area is in need of revitalization. While we think our chances on appeal are good, we also think there is value in achieving certainty. We would like to discuss with you the Agency's priorities and determine if there is a basis for settlement proposals which will still achieve those priorities. Please feel free- to contact. us when you have had an opportunity to review. this. very truly yours, KANE, BALLMER & BERKMAN Kathryn Reimann KR:nr Bruce M. Malkenhorst October 23, 1992 .Page 22 cc: D. Brearley G. Forde v. Vaits PASS - THROUGH AGREEII~ENT 1. County: Los Angeles 2. Redevelopment Agency: Downey (~'VoodruGt) 3. Taxing Agency: County of Los Angeles (General ~ Flood) 4. Eflectlve Dale: October 13, t937 5. Terms: A. Cap: SS00,000 annual tax increment. to Agency. B. Trigger: Repayment of loan begins when S500,000 cap is reached. C. Catch-up: Agency pays County 57% of tax increment above cap until loan and interest is repaid. Interest rate: 7% D. Nous/ng set aside: Belore pass-Through? After pass-ihrorlgh? .Before pass-through E. Pass-through after debt? Admin? No F. Limitation on agency debt? S20 million. County approval of debt? G. County approval of project amendments? Yes .County approval of new projects? No H. Life of projecf - ~ of years: N.~A 1. Specific use of funds? No -Trust Fund? Facilities? J. % or S passed through io others of total project limit.) Pass-through is deterred (loaned) until cap in tax increments is reached. 57% is passed through to County until it is made whole. Thereafter, Jull pass-through co County and-Flood Control K. County disbursement? Agency reimbursement? 6. Other: a) Maximum of S70 million in t;tx increments. b) Incrc~;e ir. rate olta~ ~ Cour„r is ~ ~~rnuursed io County. PASS- THROUGNAGREEMENT 1. County; Los Angeles 2. Redevelopment Agency: Claremont (Foothill Corridor RDA) 3. Taxing Agency: los Angeles County (General ~ Fire District) 4. Elfectlve Date: July 1, 19u6 5. Terms: A. Cap: S35 million cumulative total. B. Trigger: N-A C. Catch-up: NiA ' Interest rater N!A D. Housing set aside: Before pass-through? Affergass-through? Before p<~ss•through to County; after pass-through to Fire District. E. Pass-through after debt? Admin? No F. Limitation on agency debt? S10 million County approval of debt? G. County approval of project amendments? Yes County approval of new projects? No H. Life of project - ~ of years: N/A 1. Specilic use of funds? No Trust Fund? Facilities? J. % or ~ passed through to others of total project limit.) 100% passed-through to Fire District, 45.6% passed through to County (Fire District ~ Counry total 60%° of lax increment). K. County disbursement? County Auditor-Controller makes all disbursements. Agency reimbursement? 6. Other: a) Gounly property is exempt from RDA plan control or approval. b) Increases iri rate of tax levied by County is reimbursed to the County/District. PASS - TNRpUpH AGREEMENT 1. County: Los Angeles 2. Redevelopment Agency: Baldwin Parh (Sierra Vista RDA) 3. Taxing Agency: Los Angeles County (General, Flood Control, Fire District) 4. Effective Date: July 1, 198G 5. Terms: A. Csp: N/A B. Trigger. FY 2000.01 C. Catch-up: 100 ~o Interest rate: CPI Index, not to exceed 9%. D. Housing set aside:. Belore pass-Ulrough? After pass-throuyh? Before pass-through to Coun,y and Flood Control, after pass-through to Fire District.. E. Pass-through after debt? Admin? No F. Limitation orr agency debt? $45 million County approval of debt? G. County approval of project amendments? County approval for any amendment. County approval of new prol'ects? No H. Life of project - ~ of years: NIA 1. Specific use of funds? No Trust Fund? Facilities? J. % or ~ passed through fo others o! total project limit.) 100% passed through to Fire District (15%),.100% passed- through to Flood Con;rot (1.5%), 100% passed through toCounty after loan repaid (4 5.1 K. County disbursement? County Auditor-Controller disbursement. Agency reimbursement? 6. Other: a) Maximum tax inc. ement limited to S200 million exclusive of reimbursements to Coun,r/ Districts. b) Increase in the race of lax levied by r~cunty to pay voter approved inuebleutleSS. c) County property is exempt from RDA plan control or approval. PASS - THRpUGN AGREEMENT 1. County: Los Angeles 2. Redevelopment Agency: Rancho Palos Verdes Project Area No. 1. 3. Taxing Agency: County of Los Angeles and Consolidated Fire Protection District. 4. Effective Date: October 13, 19,97 5. Terms: A. Cap: S70 million cumula~ive !Dial, B. Trigger: Repayment begins when cap is reached. C. Catch-up: Agency pays County 100% of lax increment above cap until loan is repaid. Interest rate: None D. Housing set aside: Before pass-through? After pass-through? After pass-through. E. Pass-through after debt? Admin? County defers receipt of revenue until deb! for landslide slabilizalion vrork or cap is reached. F. Llmltafion on agency debt? County approval of debt? County to issue the debt based on findings of panel of experts. G. County approval of project amendments? No County approval of new projects? No H. Life of project - ~ of ye~~rs: N/A 1. Spec!(Ic use of funds? Agency and City purchase land from County. Trust Fund? Facilities? Landslide abatement aril maintenance work in Iwo specific areas. J. ~ or $ passed through to others (°6 0l total protect. limit.) a) 100% pass-through to Fire District (17%). b) 100% of County "share' is committed by Agency to repay debt for landslide stabilization work. c) After cap is reached, the County receives .100% of ifs "share" of tax increments _ _ _ - - - (50.9%). K. County disbursement? County Aditor-Controller disbursement. Agency reimbursement? 6. Other: The Agency contributes the County 'share" of tax increments to ivro Gounry Improvement Disiricls for. the landslide slabilizalion work. The balance is paid by property owners within the .assessment districts. _ PASS - THRQ UGH A GREEMENT 1. County: Los Angeles 2. Redevelopment Agency: Pomona Southwest "Redevelopment Project (affects 6 project areas) 3. T~xing Agency: County of Los Angeles 4. Effective Date: December 5, 1988 5. Terms: A: Cap: S 8,500,.000 annual tax increment. B. Trigger: Repayment begins when cap is reached. C. Catch-up: Only for the portion considered as a loan. Interest rate: 7% D. Housing set aside: Before pass-through? Alter pass-through? After pass-through. E. Pass-through after debt? . Admin? For five older projects, pass-through will occur after debt service. F. Llmltatlon on agency debt? Yes County approval 01 debt? If agency debt exceeds S10 million in hvo project areas, renegotiation of tax sharirg will be reopened.- G. County approval of project amendments? Yes County approval of new projects? No N. Life of project - ~ of years: N/A ' 1. Specific use of funds? County must spend 60% of~S10 million agency payment for public facilities that benefit the project area. Truss Fund? Facilities? J. % or S passed through to others of tote! project limit.) a) Southwest Project: From County "share" of increment, the agency annually receives a minimum of 5600,000 and a maximum of 53.1 million. County will also defer additional amounts up to cap of 58.5 million as a loan to the agency. b) Agency will pay County S 10 million from bond sale. _ _ _ _ c) All other projects: County receives 100% of its "share" of tax increments above the amour; the Agencyneeds-for debt service. K. County disbursement? County Auditor-Controller disbursement. Agency reimbursement? 6. Other: a) Increase in the race of tax levied by the County is reimbursed to County. b) County owned property is exempt from RDA control or approval. PASS - TNROUGN AGREEMENT 1. County: Los Angeles 2. Redevelopment Agency: Monterey Park (A(IanticiGarvey Project No. 1) 3. Taxing Agency: County of Los Angeles and County-Flood Control District. 4. Effective Date: July t, 19,97 5. Terms:- A. Cap: S800,000 inannual fax increments (exculding housing set-aside). B. Trigger: Repaymentbegins when cap is reached. C. Catch-up: Agency p~~ys County t00%° of lax increments above cap unlit loan and interest is repaid. interest rate: 7% D. Housing set aside: Before pass-through? Allergass-through? Before pass-through.. E. Pass-Through alter debt? Admin? F. Umltatlon on agency debt? S40 million. Agency may not pledce more than S800,000 in lax increments for repayment of bonds without County aPProval. County approval of debt? G. County approval of project amendments? Yes County approval of new projects? No N. Life of project - ~ of years: 25 Years 1. Specific use of funds? Trust Fund? Housing Facilities? J. % or $ passed through to others of total project limit.) Pass-though is deferred (loaned) until cap in tax increments is reached, thereafter, full pass-through of County and Flood Control "share" cf tax increments (~3.7°;°). _ _ K. County. disbursement? County Audilor•Controllerdtsbursement. Agency reimbursement? 6. Other: a) Maximum tax increment limited to levy of basic fax race to maximum cf S100 million in assessed value. b) County-owned property is exempt from RDA control or approvals. c) Increases in rate of tax levied by County is reimbursed to County. d) Agency consents to sale of the Agreement PASS - THRQUGH AGREEMENT i. County: Los Angeles 2. Redevelopment Agency: t~ionterey Park (Centra(Commercial Project). 3. Taxing Agency: County of Los Angeles and County Flood Control District. 4. Eflectlve Date.: July t, 1987 5. Terms: A. Cap: 54,750,000 in annual tax increments (excluding housing set•aside). B. Trigger: Repayment begins when cap is reached. C. Catch-up: Agency pays County 100% of-tax increments above cap until loan and interest is repaid Interest rate: 7%° D. Housing set aside: Before pass-through? After pass-through? l3eferepris-through, E. Pass-through after debt? Admin? F. Limitation on agency debt? S80 million. Agency may-not pledge more that 54,750,000 in .tax increments (or repayment of bonds without County approval. County approval of debt? G. County approval of project amendments? -Yes County approval of new projects? No H. Life of project - ~ of years: 25 Years 1. Specific use of funds? Trust Fund? Housing Facilities? J. % or ~ passed through to others of total project limit) Pass through is deferred (loaned) until cap in tax increments is .reached, lhereatter, full pass•Ihrough of County and Flood Control "share" of tax increments (49.6%). K. County disbursement? CountyAudi(or-Controller disbursement. Agency reimbursement? 6. Other: a) Maximum tax increment limited to levy of basic tax rate to maximum of S250 pillion in assessed value. b) County owned property is exempt. from RDA control or approvals. c) Increases in rare of lax levied by County is reimbursed to County. d) Agency consents to sale of the Agreement. PASS - TNRQUGH AGREEMENT 1. County: Los Angeles 2. Redevelopment Agency: Lanc~~sler 3. Taxing Agency: County of Los Angeles (General, Fire Protection District, and County Library) 4. Elfectlve Date: November 5, t93y S. Terms: A. Cap: $400 million cumulative total. B. Trigger: wig C. Catch-up: wA Interest rate: NIA D. Housing set aside: Before pass-Through? .After pass-through? Be(ore pass-through to County; alter pass-through to Fire District. E. Pass-through after debt? Admin? No F. Llmltatian on agency debt? No County approval of debt? No G. County approval of project amendments? Yes County approval of new projects? H. Life of project - ~ of years: 45 Years I. Specific use of funds? Trust Fund.? Housing Facilltles7 No J. °.6 or $ passed through to others of tote/ project limit.) 100% passed-through to Fire District (16.6%). t 00% passed-through to County-after housing set-aside (40.7%). _ K. County disbursement? County Auditor-Controller makes all disbursements. Agency reimbursement? 6. Other: PASS - TNRQUGN AGREEMENT 1. County: Los Angeles. 2. Redevelopment Agency: La ~,tirada (Amendment No. 2, Project 1) 3. Taxing Agency: Los Angeles County. (General, Flood Control District and Consolidated Fire District) 4. Effective Dafe: July 29, 1953 5. Terms: A. Cap: 5117 million. B. Trigger: County loans tax increment above 4.69% annual growth rate, tied to base year (5 yr. average) to Agency until cap is reached. C. Catch-up: Agency rep<~ys County loan after crp is reached. Interesf rate: 7% D. Housing set aside: Belore pass-through? Afterpass-through?_ Before pass-tfirougf~ to County; after p<~ss-through to Fire District. F. Pass-through. after debt? Admin.? No F. Limitation on agency debt? No County approval of debt? No G. County approval of project amendments? Required for increase in dollar limits, time limits and indebtedness. County approval of new projects? No H. Life of project - ~ of years: 37 Years 1. Specific use of funds? No Trust Fund? Facilities? J, % or•$ passed through to others of total project limit.) t00% prssed-through to Fire District (16.7%) Retroactive 100% passed-through for Fire District for 1974 and 1976 RDA's. Annual gro.~r'~h of 4.69% passed-through and excess is loaned to RDA forfuture repayment.. _ _ K. County disbursement? County Auditor-Controller disbursement. Agency reimbursement? 6. Other: a) Maximum lax increment of S680 million. b) County property is exempt from RDA plan control or approval c) increases in the rate of lax levied by County is reimbursed to County/Uistnct. PASS - TNRQ UGN A GREEMENT 1. County: Los Angeles 2. Redevelopment Agency: Indusiry (Urban Developmen(Agency) -Amendment to Project ~2 3. Taxing Agency: ti'Valnu( Valley Unified School District 4. Ellect/ve Date: July 28, 1988 5. Terms: ' A. Cap: None B. Trigger: None C. Catch-up; None Interest rate: None D. Housing set aside: Before pass-through? After pass-through? Before Pass-Through E. Pass-through attar debt? No Admin? F. Limitation on agency debt? None Taxing Agency approval of debt? None G. Taxing Agency approval of project amendments? None Taxing Agency approval of new projects? None H. Llle of project - ~ of years: N.rA 1. Specific use of funds? None Trust-Fund? Facl/ftles? J. % or S passed through to others of total project limit.) 50% of taxes which would have been received by the School District if the project had not been put in place, K. County disbursement? Agency reimbursement? Agency reimbursement 6. Other: a) School District wi(hdraw and refrain from litig2tion. PASS - THROUGH AGREEMENT y. County: Los Angeles 2. Redevelopment Agency: Huntington Park (Santa Fe Redevelopment Project) 3. Taxing Agency: Los Angeles County (General Fire District, Flood Control & Library) 4. Effective Date:. November 20, t 98a 5. Terms: A. caP: wA B. Trigger. NSA C. catch-up: N/A Interest rate: wA - D. Housing set aside: Belore pass-through? After pass-through? After p'<~ss•lhrough F. Pass-through after debt? Admin? No F. Llmltatlon on agency debt? No County approval of debt? No G. County approval of project ~~mendments? All amendments require County Approval County approval of new projects? H. -Life of protect = ~ of years: ~0 Years 1. .Specific use of lunds? No Trust Fund? Fac111tles? J. % or 5 passed through to others of total project Iimit.J 100°'° pass-through to Fire Dist. (15.5%), 100% pass-through to County, Flood and Library up to maximum of 6% increase in tax increments per year. K. County disbursement? County Auditor-Controller disbursement. Agency reimbursement? 6. Other: a) Maximu~r~ cur+~ulative iax ir~cren~er~~cs of S61.5 million. . PASS - THRQUGH AGREEMENT Counly: Los Angeles 2. Redevelopment Agency: Los Angeles CRA (Hollywood) 3. Taxing Agency: Los Angeles County 4. Effective Date: July, 1986 5. Terms: A. Cap. No B. Trigger: 5th year a`ter deferral of lax increments. C. Catch-up: Loan repaid by Agency arith interest. Interest rater Ri;e earned on County Treasury Investment Pool. D. Housing set aside: Before pass-through? After pass-through? Before pass through E. Pass-through alter debt? Yes Admin? No F. Limitation on agency debt? Yes County approval of debt? G. County approval of project amendments? Consultation w/County; Required County approval of new projects? No H. Life of project - ~ of years: N!A 1. Specific use of funds? 10% -social needs" set-aside. Trust Fund? Facllltles? J. % or 3 passed through to others of total project limit.) Full pass•through on designated parcels. Full pass-through of 2% inflation factor, Year 1.5: 100% pass-through to County (45% share) unless RDA elects to defer payment. Year 6-10: -5% of tax increments passed-through. Year 11-30: 10% of lax increments passed-through. Year 31-and on: 45% of tax increments (full pass-through) not needed to repay bonds. K. County disbursement? Agency reimbursement? 6. Other. a) Increases in rate of'lax IeviE~d by County is ~eirn`riui5e~i io County. b) Development of County property in Project area not subject to Agency control/approval. PASS -THROUGH AGREEMENT 1. County: Los Angeles 2. Redevelopment Agency: Nonvalk (Project No. 2) 3. Taxing Agency: Los Angeles County (General, Library, Flood & Fire) 4. Effective Date: August t 1937 5. Terms: A. Cap: St;00,000 annual lax increment to Agency. B. Trigger: Repayment of loan begins when S600,000 cap is reached. C. Catch-up: Agency pays County 100% of tax increment above cap until loan and interest is repaid.. . Interest rate: 7°0 D. Housing set aside: Before pass-through? After pass-through? Qefore pass-through to County; after pass-through to Fire District E. Pass-through after debt? Admin? No F. Llmltatlon on agency debt? S24 million County approval of debt? Agency mustgive notice o(bond sale wo weeks prior to issuance. G. County approval of project amendments? Yes County approval of new projects? No N. Life of protect - ~ of ye~~rs: NIA 1. Specific use of lunds? No Trust Fund? Facilities? J. % orS passed through to others of tote! project limit.) 2°'° inflation factor plus: 100% pass-through to Fire District (17%), 100% p<~ss-through to County, Library and Flood after cap is reached. _ - K. County disbursement? County Auditor-Controller disbursement. Agency relmbursement7 6. Other: a) Maximum lax increments of S85 million. - b) Increases in rate of tax ~ewied by Cu~rrty is reimbursrrd to County: .PASS -THROUGH AGREEMENT 1. .County: Los Angeles 2. Redevelopment Agency: Downey (Amendmerif No. 4) 3. Taxing Agency: Los Angeles County (General and Flood Control) 4. Elfectlve Date: October 13, 1987 5. Terms: A. Cap: wA B. Trigger: S1.5 million in annual. redevelopment revenues.. C. Catch-up: Yes interest rate: 7% D. Housing set aside: Belore pass-through? After pass-Through? Before pass-through E. Pass-through after debt? Admr'n? No F. Limitation on agency debt? S60 million County approval of debt? G. County approval of project amendments? Yes County approval of new projects? No H. Life of project - ~ of years: N/A 1. Specific use of funds? No Trust Fund? Facilities? J. % or ~ passed through to others of-total project limit.) 100%passed-through (alter housing set aside) after loan. _ _ - K. County disbursement? County Auditor-Controller Agency reimbursement? 6. Other; a) Maximum tax increment of S165 million, b) Increases..ir!-rate of. tax. levied by County is reimbursed tc ~cur,t~: i - PASS - TNRQUGH AGREEMENT 1. County: Los Angeles 2. Redevelopment Agency: Downey (Amendment No. 3) 3. Taxing Agency: l.os Angeles County (General and Flood Control) 4. Effective Date: October t3, 1987 5. Terms: A. Cap.: 51.5 million in annual tax increments. B. Trigger: Repayr~,ent of loan begins when St.S million cap is reached. C. Catch-up: Agency pays County 53% of tax increment above cap until loan and interest is repaid. Interest rate: 7% D. Housing set aside: Before pass-through? After pass-through? l3efore pass•lhrough _ E. Pass-through after debt? Admin? No F. Limitation on agency debt? S60 million County approval of debt? G. County approval of project amendments? Yes County approval of new projects? No H. L/fe of protect - ~ of years: NlA ` 1. Specific use of hinds? No Trust Fund? Fac111ties7 J. % or ~ passed through to others of total project limit.) Pass•Ihrough is deferred (loaned) until cap in fax increment is reached: 53% after cap is reached, thereafter full pass-through to County and Flood Control. K.County disbursement? County Auditor-Controller disbursement. Agency reimbursement? 6. Other: a) Maximum tax incrernentsaf St65.millinn b) Iricreases in race of tax levied by County is reimbursed to County: PASS -THROUGH AGREEMENT 1. County: Los Angeles 2. Redevelopment Agency: Pasadena Community Development Community (Lincoln Avenue Project) 3. Taxing Agency: Los Angeles County 4. Effective Date: July 14, 1966 5. Terms: A. Cap: 514,500,000 cantata;ive lax incremenlsrplan completion. B. Trigger: FY 96•rJ~ or S400,000 in annual tax increments. C. Catch-up: Yes interest rate: 4.65% D. Housing set aside: Belore pass-through? Alter pass-through? After pass•lhrough. E. Pass-through niter debt? Admin? fyrA F. Llmlfatlon on agency debt? Yes County approval of debt? No G. County approval of project- amendments? No County approval of new projects? No H. Life of project - ~ of years: 35 Years 1. Specific use of lands? No Trust Fund? Facilities? J. % or S passed through to others of tote! protect limit.) 100~o after FY 96-97 or when tax increments exceeds S4G0,000., less the loan amount to RDt1. K. County disbursement? Agency reimbursement? Agency Reimbursement. 6. Other: PASS - THRpl,IGH AGREEMENT 1. County: Los Angeles. 2. f~edeve/opmenf Agency: Hd~ti~thorne 3. Taxing Agency: County of L. A., Consolidated Fire Protection Dist. & County Flood Control Dist 4. Ellectlve Date: December 9, l~$6 5. Terms: A. Cap: S550 million cumulative total. B. TNgger: Repayment begins when Agency's "share" of lax increments exceeds annual deb; service obligation for lax allocation bonds. C. Catch-up: Agency pays County 100% of tax increments above annual debt service obligation. until loan and interest are repaid. lnteres! rate: Annual percentage change in CPI. D. Housing set aside: Before pass-through? Alter pass-through? For'Agency-Assisted Development". 'the set aside is after the pass•lhrough . for non-"Agency•Assis;ed" parcels,. and the Fire District, the set aside is before the pass through. E. Pass-through after debt? Admin? No F. Llmltatlon on agency debt? No County approval of debt? No, however, Agency must give County 2 tiveeks Holies prior to approval of preliminary official statement and 10 days prior to sale. G. County approval of pro%ect amendments? Yes County approval of new projects? No H. Llle of project - ~ of years: .NIA h Specll/c use of funds? .Trust Fund? Housing Facilities? J. % o~r ~ passed through fo others of to-tai project limit.) a) 100% pass-through to Fire District. b) For "Agency-Assisted Development" 'of designated properties there is no pass-through to the. County:- For non•"Agency-Assisted" parcels, the County receives 100% pass through (55.4%). c) If Agency lacks funds to meet debt service, County "share" can be deferred (loaned) by the amount of insufficiency K. County disbursement? County Auditor-Controller disbursement. Agency reimbursement? 6. Other: a) Agency reimburses Countyy_ for revenue lost when Acency acp~~ired property is o!f ;wY ro;t i;,; more than two years. J b) County owned property is exempt- from RDA control or approvals. c) Increases in rate of tax levied by County is reimbursed to County. PASS- TNROUGN AGREEMENT ~ 1. County: Los Angeles 2. Redevelopment Agency: South EI Monte (Rosemead Business Improvement Dislricl). 3. Taxing Agency: County of Los Angeles (General Flood Control Dislricl, County Library & Consolidated Fire Dislricl) 4. E!lectlvo Drrte: NIA 5. Terms: A. Cap: NIA B. Trigger: Repayment. of loanbegins when Agency's "share" of lax increments reaches $2 million or in the 16th year of the project. C. Catch-up: Agency pays 100% of its lax increment "share" to County until loan and interest are repaid. Interest rate: 7% D. Nousing set aside: Before pass-through? Alter pass-through? ' Qe(ore pass-through (or County General; Alter pass•lhrough for Fire, Library grid Flood Control. E. Pass-through alter debt? Admin? No F. Llmltatlon on agency debt? No County approval o! debt? No G. County approval o! project amendments? Yes County approval o! new projects? No H. Ule of project - ~ of years: N.~A 1. Specllic use of funds? No Trust- Fund? Facilities? J. % or ~ passed Through to others o! total project limit:) a) 100% pass•lhrough to Fire Dislricl, County Library and Flood Control Dislricl. b) Alter trigger is reached, County receives 100% pass•lhrough of its. "share" of tax increments. K. County disbursement? Agency reimbursement? , - - - 6. Other: a) Agency agrees that County may, in its discretion, issue bonds secured by lax increments. b) County property not subject to Agency control or approvals. PASS -THROUGH AGREEMENT 1. County: Los Angeles 2. Redevelopment Agency: EI Monte (EI Paonle Center Project Amendment No. 1) 3. Taxing Agency: County of Los Angeles, County Library and County Flood Control District. 4. El(ectl ve Date: April t 8, t 9~9 5. Terms: A. Cap: N.;A B.. Trigger: f~hA C. Catch-up: NSA Interest rate: NSA D. Housing set aside:. Before-pass-through? After pass-through? Agency funds County 'share" of housing set aside unless County elects to make contributions. E. Pass-through after debt? Admin? F. Limitation on agency debt? St,4 million for public improvements (excluding housing). County approval of debt.? G. County approval of project amendments? Yes County approval of new projects? No N. Llle of project - ~ of years: NIA 1. Specific use. of funds? Trust f=und? Housing Facilities? J. % or ~ passed through to others of-total project limit.) t 00% pass through (59.5%) to County.. - - K. County disbursement? Agency reimbursement? 6. Other: a) Agency may not repay loans to City from fax increments in excess of - • _ S 19t?,000. for sewices ~i ela~i'ed to adoption o~r irnplementafion of f5'rojeet'~ ~ _ - ' - - Amendment. - b}County otivned property is exempt from RDA control orapprovals. c) Increases in rate of taz levied by County is reimbursed io County. PASS - THROUGH A GF~EEMENT 1. County: Los Angeles 2. Redevelopment Agency: EI b1onte (Downtown EI Monte Redevelopment Project) 3. Taxing Agency: County of Los Angeles, County Library and County Flood Control District. 4. Effective Date:. October 3, 1984 5. Terms: A. Cap: $ 75 million cumulative, 8. Trigger: ~1rA C. Catch-up: ~1rA Interest rater WA D. Housing set aside: Before pass-through? After pass-through? For `Agency•Assisled Development' the set aside is after the pass-through. For non-'Agency Assisted Developmen!` parcels, the.set aside is before the pass•through. E. Pass-Through alter debt? Admin? No F Limitation on agency debt? No County approval of debt? No G. County approval of protect amendments? Yes County approval of new projects? ~ No N. Llte of project - ~ of years: NlA 1. Specific use of funds? Trust Fund? Housing Faculties? J. % or S passed through to others of total project limit:) a) For "Agency-Assisted Development" of designated properties not to exceed 25 acres, there. is no pass-through. b) .For tax-exempt property which later becomes taxable, there is n~o pass-through. c) For voter-approved indebtedness, except for school districts, there is no pass- through. d) For alt non-"Agency Assisted Development, 100% is passed-through to County - - (57.3°0). K. County disbursement? County Auditor-Controller reimbursement. Agency reimbursement? 6. Other: a) Agency reimburses County for revenue lest when Agency acquired-= _ property is off tax roll for more Shan ttivo years. b) County owned property is exempt from RDA control or approvals. c) Increases in rate of taz levied by Agency is reimbursed to County. PASS -THROUGH AGREEMENT 1. County: Los Angeles 2. Redevelopment Agency:. South EI tiTonte (Rosemead Business Improvement DistricQ 3. Tax/ng Agency; County of Los Angeles (General Flood Control District, County Library & Consolidated Fire Dislricl) 4. Elfectlve Date: N/A 5. Terms: A. cap: wA B. Trigger: Repayment of loan begins when Agency's 'share" o(lax increments reaches S2 million or in the 161h year of the project. C. Catch-up: Agency pays 100% of its lax increment "share" to County until loan and interest are repaid. Interest rate: 7% D. Housing set aside: Before pass-through? Alter pass-through? _ Belore pass-through for County General; Alter pass-through lor,Fire, Library and Flood Control. E. Pass-through alter debt? Admin? No F. L1mltatlon on agency debt? No County approval of debt? No G. County approval of protect arnendments? Yes County approval of new projects? No H. Life of protect - ~ of years: w~1 . 1. Specific use o! funds? No Trust-Fund? Facilities? J. % or ~ passed through to others of fatal protect limit.) a) t00%pass-through to Fire Dislricl, County Library and Flood Control District. b) After trigger is reached, County receives 100% pass-through of its "share" of lax increments. K. County dlsbursement7 Agency relmbursemnnt? - , - 6. Other: a) Agency agrees lha~ County may, in its discretion, issue bonds secured by lax increments. b) County property not subject to Agency control or approvals.. EXHIBIT 1 j I I I j ; ~ i i i I ~ I I i , i i I 1 ~ j I j i i I I j ~ ~ i ~ I ~ ~ i I ~ ~ ~ i i I I I ' I I ~ ~ ~ ~ i I j j j ~ I i I ~ ! j i ! I ! 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LfI ~ M1 I r ® ~~pD Ia~• N /M1r}..m m (mJ ti r T 1~ CU aTO~ @ ~ ~m_ b q ~ N U] ~ N r a0 ~Q Ifl ~ M CU fn O~ M M N ~@+ ~D .~r <F_ m mM imp _IQf J~ I~ hJ et j ~ d~ T d 1'~ L. ~ T CO I L M1 9C M Oi .ti ti Ipm~ t0 4~ (/1-++711 y-~ m CO ~ ~ ~ VM+ Q~ ~ • CG ® ~ ~ KI m ~ ~ O~ m ~ I ~ fu~.yy CYy'UU7J ~~~1++pp L-~ N M 1!'1 ~.O ((~~Jl (~~~J,l ~~JJ 1"7 1[p~U~ ~S M1 5L ~ w ~M1p 1` I N. ~N C +A: ~NNNM W~~ Y4:~.N.N N.N MR NM~~..MN MN::N-M I j 111 i~ H 11N N N_ N'N N N iR N I I ~I¢1m`x°rm~. ixt vxi .xOm [x+Jm xyy~~xx ..xx xxxx_aa µxx xx -xx xx x ~ I _ J~5 tl ®.19 M M M Y' M ~O In 47 Ui 4O UJ li! ~ va 1L. 1~ M1~ M1 1~ m ^j 'N i u ;.L. m ri ~n r~i ryi +ri Iri vi ha .6 .d.4i~d ~d 1111..00 .o ~o in .o-.u ~.o Iri r Iln ~a .afri-.a .o m - I I I I i N ~ i I , ( I ~ I I [X_ = 11 I p1 M N ® N n ~ ^ M M ~ I!') '~G < 4TH ImC ~W OMB M ® M1 ~ r~ QTi ~/~U77 m ~ h] .T.r ~ M T Ip¢'~+ CEO m Cq~}~ V~'l. ~ ~ ~ O~ j " { I d T ~tl I~ 1L M1 N w N w M1 NN ~ M pt T - N FL .ti M IC1 N M ~ ~ O~ C+ M1 M M •O ~ ~ N •O W f~ O] p] lF~7l ~ . ill 1h~•7~ fm] y~y 1~+]7 4~tJ ClgU p~ ~,p I fj I G ® J ~ ~ N Cmil M ~ .MY N VT7 ~O 1~• aP'] m ~r~I~~,-1~~ N rvj 1(1 umJ ~~V S N ~ (~!~.07~l mM-1 am0 Off. N ~IM1Y m ~ m M 1~I~~_ pMp ~ ~p~}~• ® n ~ NO : d C N N Nt N N ip M N N N N !w q M W~ Nv ~.M1/h MN N W MN m M W M~ W N N M M. L1 M M M m m~ aN-. N - I i i II ~ I I 1 I iI i ~ I j(U f.~ MM N N~ N I ~'~~i b I L N i`7 47 UJ r m ~ d 1(V dM +t 1,1 9 6 Fmi] 6. 9 ~ N ~ ~ ~ ~G. ~ m Oi M N N ~i ~C It•1 ~ 1+ m p~ d O T:F U ~.N g~g 1TI, II p@I~ ml ~ 1 @I 1161 I I ;1 I 1 '1 I 1 I 1 1 I I 1 1 I 1 _.I N N "ILI CU N N M ~ i ~ N x LL } O~ 01 ~ OMi p~~ ~1i Q~+ Qni ~ O~ 9 I Ngg ~7' U'] ~ ~~g^• ® mT .y m~ ~/'gS +_Y Vg] .~0 ^ mm ~~y N (0~~1 ~ (ay~O ~r tD C ~ '1N i Q+ T ITT ~ Qi tl~ ~ .T-~ I.T.. ~ N iJ N ~ ~ ~ 6 M ~ ®N® ~L fCdfi~UJ N I~a.SIaI~~J1 4~47 N ~ CppV~~ (TJ (L C~1~.~l 6 UNU~7j CV Ce+6ppJ ~ g~ ~5.. 1 } I ~ N i ~ 117 lO r m @ ,i~^U M .t F~ ~O r m N N ['Mil CU CU.N Cmil N ~ M M h~7 f+] ~ M 1y ~j O. 1', - - - - - - - - - 5 EXHIBIT 2 I i I I i i I_ ~ I ~ I I ~ I ~ I ~ ' ~ ; ~ i ~ ~ I I I ! ~ I i j ' ~ ~ ~ , U' a+ RJ m -.m n m n m ..m 47 ~ m n w m iu m m ~j n cO ,t m 1 m m m 9® 9 U'] ~9 X 6 9 6 - +ff B: y- ~S nJ C~ M m e Q ?J m U7 ~n m m M 6 M 9 U m O, M m M~ 9 m an S S S N ~.f]J to f~] t` m S N 6 M n 9 1- m m Cu 'w If] ~N m ] Q• W m ~fl S m •S m w? d Y -t ' p' xl] 1 aA 9 ~ :.m yy7 ,9 n u] f~ c9 T - S @ n w- •i S ~ ~ n v ~ D :-i h] h U'] 47 m 6 8 f~ /S C'+ M W +V M~ M ~Y 4~ w f~ a 6~ M 47 n fT S W p~ U U7 m N U7 m M h m m m L'f, Q'i _ - !P W 'W W ,R aR frv tff .ti 1 N U 1J M M T ? v" 47 V.~ 47 V7 47 47 ~ ° W M rR fP M aR U4 MP tll M Mf M W N tR W W g M tli ~ an _ ~ ~ - CJ „_m ~9 V7 M1 m W V7 ~m m m f~ -t m m 9 h ~m f-] 9 ~w d IM1 n - ~9 9 ! Q, ap S p g~ 6 _~Y G~ n t M w w f~ ^ w~ n _t ty -Y w (,J t+. N J n 6~ M W Y n m fl, n 4 M m W W to . N w M ~ n t a]J 9 Q, m M ] M w fU U7 m r~ m Il"] a] m t~ n S In n u] m d fV -Y If] : ~ 1"' ~ J M ~ - ` ~ ati h: ~ fI~ O ~ N h] 4~ u] .r cO 6 'a]J d U'J]~ Qi N S ~ P h~ 9 M -+-i LLr ~ ~w M if. 4W M iN eR eR w LL M N R"tl N M M1] M M M Q S U fF,M N iR tP !P W MfF vP W 1R ?P N M N W W W : C I ~ - i ~ N t9 9 ~.9 5 B 6 9 S O 6 .n-. ~ti M w h] U7 Q'~ m ~t ~w m n ~M m w ~ m Q] ~ M. li l :C S ~n n n '~n n N M :MP +P M M 1Rtli M 1A rv!] .5. W B m 4f Mn ] tS~ ? M W If] N d~ 4'] t9 m M M M M M " _ ~ 9: ~I m h m' M m ;m S w N n lT m S i n y Ire m O+ m Q, Q1 T m i ~ CU h] ~ U'i ~ tT ~ ~m M r 'a m li i ] N N iv Q+ m f~ m ~ 1~ r= r~ r h ~ AMP IP ~ N N M M S Efl W n~ Q, M If 1 m m m m m m i U j~ ~ M W 'MP- W W 'MP MP tlF r^ M W tl! W ~ - _ I : 7 I - Hi M W MP W W N W - ! - ~ 9 E B 9 ~ m rY .m 6 M1 ~N ~ RI ~n ~J ~t4 m ~ a1 m ~ynan~ ~(,yp (nU IfJ m ® M yM-J Lpg, n M 'M 9 B ~ ~ N ~ G. iR +R iM +A M W ul .aA M m ~ 9 n OS, : M aM(] mn-. ~ N V] U'] m CnQ ~ +a N ~p~j OM'+ ® M M M YC T. UJ Cl C pal ~ wM fM W .ti V ~ _ L y I.-t : ~ N N N ,M S ~Y 4"I f~ by m m© w m~ N a~ 'ap lP M W MP aP W M 'N MP M M eP ?P IL N 'M Lfl L~ I ~ iI ~ W M k w tli U] ~ i : j I ' .al's wlmn 47-~s~mo,mr-.n N~: mgr- ~m~Q,m @@r]Ma, In m~MrN®m am®~mm j M4 fT~ w ~p ~ M U U] nu M m m~ ~-t M mf+] S U7 a]] w n m (U M m 9 w M ~l M M M h q ~'+A M~ a J. wm J 47 m N n l m y- m 'n w w n m L ~n L Q, n w m: 4-] N m m m V, m I U N ~ ~ J 'N h] r~i-S ~ 11] w n m :(T 9 Rl M V7 ap m L 1(i ~ @ 6 ® ~9 M !NM tliW W M 'tlT M :aA M W M N N N N h] M~ M ' _J. MR OF ~ to N M q N N1 W iP W W !R VS u+ - ~ j ~ 1 I Eb a~ "U @ Ir'] 1 47 '9 Q, m ~9 Y ~ ~O ~i' 'n M U7 m m ~..M M W U] h'] .m. m m N ~m m 5 w e ~C M !h] U'J W m N U7 m J ~il v7 9 lf] w N m w :S S 9 d O CU S n aapp m. W W V~ w eP W ' ~ V ~ ~ , ua ~P eP fL • U r] M -S .~S 4~ U7 'an w n ~9 m 9 ' N M 'mot J] w m Q, N d w ~ iS U:^' 1 N M ~ W W ,eP tl! W ;fP !A ,HF b! M M !R ~ iyT n.i ini n~ ai Q; ~ i ~W W ~P M w w w A w g N -w w ~ w I p, I p] i Qf IR taw ~ ~ w ~ 4 ~ ~ ~ OM~]+~ ~ 0i ~m .N. !lSfl ~ 0~ 4'1 M`t' R] m N T @ W UW"] @ ~ amn ~ j_ 'p ~ ~ ~:1 M S If] r !m m N~ w m 'N V] T i m O'~ 47 N ~f+~ M M 'M M I :Mp W M Ut tla M' W MP N ;lP 'N N N M M -C li'l W ,n w w FD u] J ; c +A M ':bs IR. M MP MP 'W - W ~ MR FA M M aP M W tli UI I (U (~J ((yy I I - 9 N m w n w O 9 ~m d m ~9 U] ' W IR r im w. M iINV 61 r 'M N d~ m M M M N ~h~'] ~ M IQ@i w~ ~~w ~ - - ~!CM1R w--~N:Yn 9Mm MBn .S ffhh`]]]ff M W W W A 1P N M M S 47 w nm m N S~ m S. n ~Y O, n r Il'J m S 'UJ r ~ .r ICU N fV 'f"I M M •Y il] 1n If'i aD I -I ryry I I MP M W tlb M !!R N M 1P 1P tla y! tl! W iR tl! tlF MP j I I i I a ; fL 9 W: w m a9 m t9 w S M~ n !M n n IN 9 m IIImJ N amn n~ I~ [D M~ T~ 1~ N OS, ~9 A 6 S~ N nJ 6 an -:F O m m w w N M ap, i~ m~ ~T n M M1 ep n n ~9 aD 9 M n n /l] In m® 6 9@ 6~ C ,SP -M u1 N 4] m Il'J a r an m aG ~'',a fwJ~nw@ti:a~Ul`1°ih1]NwINn.Mn,-~r`O.m~(aio-~I~'~~tin~!'chnp]nmiranJlc«!'pJJ~~mrumN"]~mrM.rM.n~ ' U !R MP W tls N W MP W M N O N-MP YF IW W N NW ~ M M~ MS N W WM ~f~A nM M ;iR W M~~ - I - ~ B a0 : ~ a] N VJ ~10, cmp Q, -~.~p-f n 47 IaO. ~S B ~4'] c+pt m '•yt] d m U Ill m ~ m ~ m mM Ip~J~. O'er, U-J ~ ~6 W ~ % ~W V - Fes- ~ ~NY~-. ~ M ~ a0 ~ M 'N M ~ 'a0 Qm, N n m 'amp -0' a0 - Y ~ '6] Ol O] ~N a0 M M Q, IY~ Q, •S ~t9 I 9 ~ ~ J M •0' ~ a0 r m ;N .v I!7 ~ ..M U'] m'.•i Kl y~ ,g M n i.-i 4"I T ~S fl, If] ~6l N' pl NF w W N tP :iN 1R M .W N! N :N N N M f"] M .•i' C V] If') V] RO W n ;t]J C. V N -M M W -M W tlF ~M N b1 ~W W M IYi M tl! W M. M IMP N W tlF "rrj+j ? N, Ip B O„Ch]', Q+ m N ~S ~~'F'~ Ol N 1~~M1,,11 CCCUU m ~ M aND ~.G] ~ ~ ~IM1 ~ M 1u®]m `~~'`~1,' IMfI t9 ~ ~47 m fNiJ If] m M M ~M mW ~.iP 1~ 1 ~ 9 ~ ~ yF,~ ~ ~ fP CtliU tl? iw tli NMM eP W ~W !R ~ W ~ ~ ~N ~M R ~ N ;M M N nW M ~w'maP W w NMi J ~ iu fsp. I ~ I I i ~I - ~ I j ~p N •J I []J C N N 47 Ij ] U'1 m 'n n ® aL m N M 9 M ~aL -S cp In a0 i.~. d m ® yy] a0 a0 m '1(~] T K'J N ^ p 3 J i++ U'1 ~ fm ITl V] !1!] w .r 'm w N '47 ~ !~T T S !N w w . I I'~I ~ , J x M' Q, ~ N ~ m~ m n 4 J C .+f Ir"] n m I(] Q, Ifl Q1 I.•r 9 Q, I iQl M aea m N m Ia0 m M ~M ]O •P 1 ] : ut x, pl a 4'] w n' ~ ...ti B an !?.n /n S m m m _ - i .r I]J M S m .ti :N ~ aU In Q'~ ~d ~G m : 1 n ;N~ y eO J ~p m IIl'1 m u7 Rl m If] ~N B - ~N - 1 Ol V N 1 L M aY w !P W i W W W ;y} i ~ N !N N CU M M M S d S laf~'l 4'I rL 4~ n n :m c0 Q'~ ~ ®v®' m ~ I--' ti - N ~ ~M M N W MP. M IM Mh. M MP by iR IN M N ,W N M W1 M W '..W tl~ tl1 IJey( ! i; ~ 11 I I I I ~ ~ i I i~p I ICJ ip ~ - ry 1 N N m' mN ®N In U'] U©"l. m Qom, ®;1~ O+ N TT] Cu. M f~yU ~ ~ p~ aW0 ~ !h ~ n ~M 1f~~. Obi ~ OWi N p~~ ~ a] ~O 4m'I M IV :m ChU] ~~~YYY d T M I Ul Y7 ffJ ir~I Y'I 61 M m ~ Q, < N n n Ol N I m N m'm m'Ir•] m n. n m m m m 47 -fr n n _ IIf] U ~ NI ~ +t~^ N V] ~ 'U7 IT] 1!1 ap .-i fT aG N Ipf,J 9 m m fT •cY [L amp ~Qp, I9 a0 a®~ fp] ~(ypl. 6m I~fp] fmy ~M amp m ~u] fal I lI ~ ~ ~ pf N' 7 ~ I W .5-~ ~ II~LI M ~ Ilf a~O In+ !a8 m ~ fU ~ ~O 't~•~ T m-1 ap m 4 r m ~ c.0'N aC m 1!] m aA IfV m f] !R 6 ~ ' ~ ` u, rys ~ si I wwlwwuiw wMw_ C i i ~ c I - of w w w .x ut MP Nw ,M w w ~..M MW ~ ~ •r In In anlw n n m ~ m e U. U r~ I ; I`" ~ , ~ a W M MP » IMP IP M W W ' ~ I (U © ~ I. ~ ~ I ~ I ~ 9 N I n fU m M ®n n IM m m ~ 14-1 h1'] N I.Mi an0 ~ ;S ¢W] hM] Qom] ® 1/ J ® I]ml Ntl~ O, M1R ~ On'~ m IOC] S ti '~N m ~ N b O I(b is U0'] C]nJ r m f~mGJ If] ~IMt•) hM'1 IN71 ~ fTr IM] ~ _ ~p IQlJ, app, ~UV']] '~':(fUU Y O ® bF ~ N U ! C KIN M ~ InM W W I® S ~m a]~.J M ti .V ~ ~:m INT. N'N m N I1J I~l.l M If'.] M M !f~] w ~ ~ if] If~"1 ~yfT'J. aI] aM1p ~ m m -r• .M M W ,W M W iMP M 1A IM tlk MP M W W I~ N M IMP M W IMP tlF W W M N ItlF W N'tl! aP ad N..~ JELL ~ ®.xn'~mm;~vxi axn ~m lxv fm mmlm~hx-JI x:x xxlxaa xjxxxlx rix a~exx',aax x~a r- I ~ ; -~i +n M I~ Man yr In w w v] If7 as ao:.n ~ n n ;n n n i m a ~ _ I c u°'i m M,f*5 r~i r-i'Iri Iri vi ad a6 ali !vi ao ali 'a,i as ar; .a6 ~ ac lab ui r ~.ci sri ~a-lad .n ao :an as .ri ',ti ari .a 'aa, ao av w ar; C ai V I f1i G ~ r I ~ I I./~~ 1 n~ U--] i I IiJ an ~ Q, (~J I Ip1 p I s~ t'.~{ ~y I i ~V 0.. : II W aMa-UU Ill Im r F I~ M ~'~,aMD N IIll'')) !ai~n ~ I~fJ m OM, ~'M © n aUn~ Q, ~Um~J m ~ ~fm?m-f ~ I®M-.. Cr, I® m m ih] 1f~'l •7 ~,9 117 IT L a rp N n tL .S "U n N ;n M -m m N m M If J N h'I .n W m (ff n M '~M. an 8 M N a0 0 n O, Q, M :S S I d m :r d Off, r~> ~]J NAM m v!U-J I~fl amO :r ~ B J M 4M"J ami] ~ ~g t']miJl u7 ~ M'i~aO O]jM ~ @ ~ m M,f~A M mid 9 r I!l (mi,J ~I ' ~ ti ~ N ~N N IL fU a]~J N M M M ;hl M ~ :v ? +t lfl Ili w an r ~n m fT a9 B fJ . al Il : a ~N N W M ~W ;MP eP ~.aP .P Mw :w w w ,an w .P ~w IP 'ew u. w ~.P aP tw M w IP w ~ w aP w ~ ~lP ' w eP w ip T~ Ned Q, QOIN,,IQMI,Q, 4fT'P~T 1OQ~~I]I OmI,@m9®mm.mCm.~d.~pm ~~~~N1.M.S-..~-i ~n-.mom..(tl fmUNN NNihl lnlll N'L f® C (AIH i~T T Q]Vm, T TQm, Qom, fl,i~ Qm, 9'.6' N ~:NN N:8 @ g~.i@ N NN S~iJ aNn I~ t1NJ N N N (NU ~N fill N~~p m mN ~ S,~.I n I :j } NIM S 47!W n mjQ, O ,.V ~ S'U] W n!tmV m rU N N NSSiJ~C~l,1 Cmii Ni~ M f'~]IM M h~'1 IM nn'] f'f)IM W~• I I I~ s. a EXHIBIT 4 I ~ i i I I i , ~ ~ I ~ I ~ j ~ ; i i j i ~ ~ I I ~ i I I ~ I a1 v @ M VVIA~ ] ti ^ Y m m r}~ e~ N pm~~ m a (p r- v] ~~f~]] ~~yy I r u~ M u] p~ > N N O+ d ~ U N I. Y'1 U d ~y u] m ~.v. ~N d Y'] y] @ 5 Y7 N ~ M N ~ Y tm M M rm] f+'1 rv] ~ ~ ~ 1 u] ^ ~ ~ u] M1 Q'~ fV ~ 1~- 6 U7 N N d N. IT] 1D m r'- I1'I m ~~p @ N Y'1 Y] f}d, u] V g~ ® @ @ t9 fH MJ W IN m 1Y'V M f~fl ~y- ~ l~O m Qom] ~ ® l ~ ~ ~ m Ifi7 fr!U• 6 M WM^ f~.9~ ~ li'1 vmil tS ~ a ~ ~ u'. W !p N .p N N .R en in ~w N N M w N M N fNJ lP N] N] b` w ~ ~ M. di Yip ~N ~W ~ Y.a U " ; ~i: 67 M - F n] N ] aA i d ~ 111] r N r~- Ir] ~ V r- a- M m @ m ~O M d+ -V ~ m 9 ~ ® M N N f M1 ~t H- A@ W M -Y' M Y] ~y M m M@ M O~ fY•t~] l~Y ~ K r7 m m M ~1 Y'1 N pY G] ] cO L{] ] . J N t(J L M ~ r- tll ~ @ ] N d~ r- N ~i. M m m. T t~J ~A 1+ h- ~ N W N M A ~ N- m m GG fy ~ fry ti u] ~ Oi N N d ~A m M Ifs ry~ 67 N p4 L N Ip N ip Nr W N N llf .4 ~ N CV fU ~J N ~ Sil N (il M M qi N u w~ +a qr N ew N u+ N *+t Nip N N N N N N T ~ ~ @N: ~ 6N i@w ~ ~ ~ ~ bl ~ m ~ ~ Yn ^ ~ ~ ~ Y-1 ~ f9 M ~ ~ ~A (V ~L O l~] -M1r m 9'i O] ~ Y' m ~ ~ ~ ; - I r+i •o- m ...:.r' 07 ni do v ° cn' r= ca -a° ~o ~ a+' r' _ ~ I f "NN N~N-. fu as MN-a-.r In (u-~. mN@N-a-r-~~ ~ommt~im I ~ = I _ i I w 1w w N +p N .w N N ap as ~ w ep a~ NN «F w ~ lw u: i I ' ~ @N ~ p~ w w ~ w ~ ~ °N fi°u m N m ~YIp] M `A ' uN] 'p°~~ Y°]' ur,] m - m rym11- ~ m d+ n m rIi] @ m w m @ ~a m ' Get ~ fpal I ~ Gl N M. M u] m •L ~ Ch 1~- N m V] fmV N N M w W rM~l M l~] Q@i ~ Mme. N M W N j W Y '-N N M NN NN MM ~ M 1I.1 4J ~ f1- m .r ~ M ~ Y] If] r•~ fh ~?.di ' cnv j i 'P N.N N'p -a. J.w wa. fNUwtAy.J fN~MN . - ly @ @ ~ @ @ fJ3 9 @ ® N@ V' 1D F F rL m m V]. ~-Y d •N ] M1 ~ 11`1 1'U 6 m -r 1!7 d N m M M M M i ? N N W N N W N4 1p W 1!1 m Y] @ F LL] M1 -V 8 J' ~ GS ~ r- @ m F ~ d M V] (O ~ ~Cl hD I V J-+ ! ~ bt yt M w M ~ ~9 1`7 W ~ m m +Y M fll ~~OO N 4' c9 m M M fr1 ] I ~rN I ~ ~ N N W ~ w W ~ N M ~ N lFF mN @ « M Y7 ~D u1 ul ~..rDr~~ u] J~ ~ ~ ~ i I N 1P N N N N N W N ~ UJ@@ Q bN.. N N W Y®] ~ N Nm ~ M N ~ ~ W ~ 4~ vmtl Q] L ~ fY] M ~ y GAO 1~~1pp/ M- n m C@T ~ 11"1 1}- m ~ 11] ON @N W b1 d V I 'I N IR N N N 1P tli N N. N bT ~ N N N _ yF ' U] J N i ~ j 1 I I G] 1~ flies 1 fr~~ ~~--{{I~~ ~ ~~pp m p1 I ~i1 r~1 ~ - r W ~ N Yl W ~ ~ m M fL ~ Ill a] ~ U{1•'~ Rd+ N ,-~1~ Ym'r CU ~ and tL ~ •M1. ~N/. 1f-I r imp m GfMi m T m W M W fR ~ ~ W W N .y. Y'] Cf] -Ir mG-I1~Or of y • 9 1!] MJr m (p1m~J fIJ m l4 Ifi ~fO~p 1.0 IuA~ ul u] ~il ; i - I ~ N N ~ ~ MN VI' A W V~ N N ~ N N ~ NN N ~ ~ ~ ~ W lw ~ MN ~N ~ - I ~ ~ ' I I _ ~ G N N iw N ~ it ~ ml~~] and M f`}i~}. M Y'] A ~ ~ u] fh. Rl S ~ f}'I N d m M W M fV fl"J ~ M M W ~ ~ 6 F N W w N N ~ N ~ ~ N N 1 m N ~IF^ I.fJ m ~ 1+ ! -S O] m f~ 4] C*i <r VO I . Q d I I I ^ ~ ^ N M T1 M f+] III' -S 117 I~] Ill ~ I i I.: j i N W ~N ip ~ N N~ N NW N N W N w a i ~ ~ ~ I I I fU I I> N@ L .®p ~ ~ 1f~-1 T O ud] 'J f~~p 1m` 1~ ~®p @- N ~ -mp M (O ® m ~ .1+ ~ mm fm-. fmiJ Qd~®] B - ~ N~s ~ IY1 u] Ifl V] ed ~ If] m 1 iA aJ" ~ t®G 1!1 aq..I~.1. IfJ}IIp,~,.. M f~ m IF- 1~ ~ u] 9 M' P• 1+ Il•] V) O~ Q ~ @ ~ 6 ~ U ~ ~ ~ ~ W N ~ M ~ N ~A: M m ^ -Y'- 111 9U (^J N. N r@'] M ~ ~ .~r ~ ~ ~Cp 1ry}®~..- r ~ ~ m m cFp ~ ' ~ I ~ N N ffF N ill N M N N N N N~ N M M N N yF N N i't W . p] ~ m 1~ .gyp ~ ,e~ I~ y'] m I .y- f..~ fyU~ /.`.111 I~I f-Y pC61 NNNt ~ M ~ yp -Mb• m N ~ ~ Q~ (MiJ JJ a~0 ~ -mV~ .m4•. a~ Y~-1 ? ~ M~ 0~1j ~i.l aM10 M t~iJ yam-] O'1 1~ ~ ~ ~ W ~ ~ w i V. i ! j U1 N N ~ MN MM ~ N N ~ w ~ .dr F ~ N ~J M f1~ M M ~ ~ ~ 11! Vm7 ~ ~ 1~~ lVF ^ ~ U ~ N W N N g N N~ b! N ~F N N~ N~~ N N N N ~p V _ ~ I~ I gy1p± ~~pp (~J ~p fU Ip imp 1I(~/ y!p I! y d lc~c+ W N 9!] ~ ~ ~ N ~ ~ ~ N ~ ~ N. M M ~ .fir ~ ~ Y@M..1 V~ u~J ~ (O M1 T ti m 411 ~ f~r~]I N a ~ M ' ` G 'J. T` N N N W N N p~ N N r N N F N W~ N N If~l N. N N N N aR N 1p W N N yF d 1 ` L I J~ I t I I - I I i 1 J. I I I I m li l M Ir! m r+ @ N M ~ ~ ui .~-1 ~S I!] u] m 1~ m UU N JJ~ ~ ~ym~ If'] ~fp-y 11~}j] _ ® (Ip p•~ gg® gyp- acpp mm ry] m R%~ yp V ~ m i ~ N ~ d T IN IfJ: Q•-!t 11~] h- ~ u] IN 1~l Y7 .m-. Q~ U~ 6~ ~ 6 O+ ~ If] u] ~ r~'J m~ ~y®J (f~ipl ®m ~ ~ rm'1 ~?V] fQ!VA Yd] Y I O I L N N l+ .7 M INII al ^ ^ ~'J ~ bF ^~N N ~~IIbJ ® YYY" ~ u] RI ~ N (ELI N M ~ M -~S d Y] IfI (D: -1~~.~ f~+ d0 T ~9 V ~ ~ I v~cn c I Y'«v uI1 Vz iww WNNNNpN N+~NN.pNNY~NN N~N V V I ci~i 11 ~ I ~ ~ N N A~ n~ ((®Z~// ; I ~ ~ 11ffh j i ~ m i ~Ip i' ~ N ~ ; N I N® ~ YY]] YmmY77 d B mN- r ® ~ n ~ m r I}] N ~ ~~p u~ If] 1Nfl (~1 SQ _ fn.'1 1 • \ 'CI ~ C ~ N m ~ ~ ~ +P m l~j m ~ r I*. Y'D ~ Y-1 M m T -C ~ 1!) 1~ Ir O] T+ N 4 ~ L ~ a1 .1.. ~ ni In ~ Iri Irl `a ~ Ctl" ~ v+ f~i o+ •r .a uS .I~ ~ ~ ~ ~ ~ ~ ~ ~ m ~ I N F' d~ Y'] M1 IK, m m ® m If] (p M m Y7 J ~ _ L ~ N M ~ u] 1+ µ'1..m d : ^ m u] m V' F d ~ ^ B (d ~J ~il @ f i ~ V ~ S G ~ ~ N N WWW N N YID - ~ ^ ...i clu` nT aT fh ri Iti ~ ,r' ,r' Iti ui ~p ' r' r' ~p m'. o+ ~ i - ` f?~ ~N N ^ N N N N N Y' N N W N W N N N N N N N N ep ! a.}Ll +o+ I ~ i _ j O ~ Imm 1y~p In m ~ f®y ~v OQ~~ ®F r Im] m ~ u~ -mp M r m m ~n ~v ;(1a~~. I~ fT m .{}~p,J a 1~~ Inr - m ~ sv ~ ~ i I ~ ~ 9 d tiF L N N I(] N f'~ ~.ID Y],~ M N ap M 1(] M [®lJ ~ VM10 9 ~ M m YM"l Cmil ~ IlJ T d ^ ~ ~ m B I- I ~ J,,~ (D +r @ N `~:yyp•.• M [Ti ^ ~ ~p Y-~ r}-1 Y-] m ® ~ M p6~ pmt u] @µp5 r] M ^ aO u-J p~,~i m ~U m O ~ \J 4.•.. Y1 F ~ ~N ~N ~ mN.. m CU M ~ .V]i u] ~ .mr N yL ti N (~J~ M. ^ M f~fl !~1 ~ ~ 11'] Y~'f tlf'1 (~G (M1O 1~ ti ' Ul L 'I-" N W M,~. M: N 1R N ~M1 N: N ~M N. N TTT~RRR M N.. N N r N~-. jy J I I m Ix tx0 N m ~i~ @ 9 .xa M M 1'x11 M ~ M ~ Yx7 Ifl ax0. ~IW_ Yx-7 Yx-] ~ lx0 10: 1+ Imo- ~ N 1x~ 1~ m I u U1 9 M M M ~ 11'! Y]f~ ap 10 yl u7 V7 ~ 10 u] ~:O ~ V] y~0 Ifl 1~ ~{O W ~O Y+ u] u] U] ap U] ifl.(O (O y0 (D ~N L~ i I I, i , i ~ i L ~1 Y••1 m p~ 1p,~n t®l 1G~`91 f~~ ~ y. 11~ p• j~,.~ ~i 1 ~ ^1 N: n ~(1 ~ N . 1~ 1M ~ Iff ~ ~ Um'! -M1r m pM~ M @ M1 11~ ~ ~ 4' m m. 'f' ~ ~ M N ~ ~ m m M li l -rt 6i 1~j Gf+ ' emp fNU MmJ cmp ~ mM 1ft~~~ Imp ONE f~~ r] 117 N M Y®'] m ~®J- I~ M ~SVp u] m ~J O] Q] M ti Vr d 1 DI ~ ~ h ~ N N fl'] M ~ ~Y~n~. m-] a~A M1 W m :I~., fV h] U] ~ ~ a N ~ W m r +f ~ T 11'1 (FD m ~tl ~ M ~ M al`O ~ ~ fFFD ~ ~ O ~ 11 ~Y~ ~ ~ N ~ CU aL RI N ~1 M M M A'1 M ~ A~ d ~ If% N ~i IG f~ ~ m m b~ ® O~+ !V •:U I L N 11! N N ~A N N N N N N~ tlh N 1p N N N tlF N fR N.N N N N N N }p N N. ~ N I ms°i- .I N1~'"J ~d-Y7 ~ nm~m JM-<e•~],Ar~~m~N~+r u7 .o ~-mm~-~+sv In ~a•u]~a:.r m~m o ! Se T u U N ~ p~~~ ,1 ~ m~ 1 p~~] p~~] '~~Qipp]~ ~ gml ® @I g9 1@ ~ @I 1 1 I ~I I 1 yl I ~1f YI 1 t N yN N tNU ~1 ~ mN (g1 M D M's~.. m k l~ I ~ Q~ 6m] O+ 01 Oi ~ Rmi fLl ~,1 (mLl ~J ~ fill N ~ ~il- N N ~ ~ N ~ N (mU ~ N.. ~ rmll N GU ill ~ ~ ~ i i T i N +r VI ~ F m ~ @ fM1y] .d+ If'1 (A f~ ~ m ~ 911 N N ~ N. N N N M M- M MR1. M M I~'~1 ~ ao t ~ a .a m r ~ - ~ ~ e ~ - ~ P _ - - a n m ~ ~ ~ ~ _ EXHIBIT 5 I i I I I ~ ~ I m @r-]u r],n a~ r mr.,M•5 ~~rl rim ti in M~u av ~mmt~Jhmli~hhn ! 1 I ~ al N t gi ~ m ~ ui m u`O-i ~ vm] ~ri .J i c°'.r @ CM- ~ T::.fa .mn a, v ~ ~ ~ hh,,,.....~~~ll 'Y' fMiJ ~ m m o , ;a _u ~ ~ r ~ a ~ 4i ~n ~ w ~ w ~ uc"i irs w a: iw u. ~ w w fNV ~ ~ ~ w ~ w ~il v~l m ~a a ~ ~ ~ - @ M M n f(~V] uJ 4' @ r ] OJ S ti J aJ ~U f~- ,O CV 467 m T fl~± (CiOJ (h M W eT @ m 9 @ _ ~ N fNf fM1A a d] Y"l r~J ® ITS Oi ED ~ O~ uJJ Q ~ R] ~t 6 J' 4] t +~l' p S,J N ~ IrI [RAJ m fIO~ m m ;il N M M N ' ~ ~ W ~ fW aN ~ Nr ~ ~ bF ~N mN ~ 6 J ~ 47 n- Cp 61 "U M N ~ 6 ~ ~ M f^~] M ~ ~ H - ' H« N ~N N k« N W N N 1R w M N N tltltlFFF N en 1A . i I ' . @ b @ Ee @ W m m ~ @ .M1-, E M I] f'1 47 O, ~ O~ ~t {l~r.~l Q~ ,il II(') O'~ T ~I}p. ~T 1~ 1'~ ~ T H N N N N N N N N 1A M ~ ~ « @ ~ ~ ~ M ~ trJ •@S VS] I'~ ~J Y~~ O, m ~ m n Qmi O, ~l T QM+ ( p~ . ~ ~ N r,j Ct 47 t` h, [V .m tU M r U ~ Il') ] N CV N O'w m cp ~ fem. t~ f` I . ~ N N N N M fR .r t+ IL N ~ M S' V] iD n- m T'.~+ ~ 4'J m tl] m m ~ cp I _ (J N N N N N N N M Hf~ N N N N h+ i~ i ~ - gg N iM N N N N N N N I . I 1 ' D. ~ ~ ~ N. M M ~ @W N ~ @N mM -N+ N ~ ~ ~ tiJ QS+ ~ M ~ mh-. u7 ~ V 4'1 mF. hm ~ S' m f~Ll ~ [~U 4, p W ~ ~ @N m n' ti 'S na r~ r ,r" 47 u-T r+ ai ~ a]' m',o' eo b, - Iv ~ I • i W tl+ N N IN N b1 N- N W N N }F N N N ((~V/ ' in 1II I y @ @ O ~ @ 6 m. m m e S V] ice- ~ Q, m la d- S @ M h- c0 T l17 @ m If'l pmt N m 1`l M M M M i d N N W !P N N }M M~ N N~~ W~~ 9 M~ B~~ M Rm, ~ Y M N~ y O+ ~ m M f~'1 M M C.] I'a ~ .r f1J ,]J N M nl LY' If'J I.O 1-~ '-0 9 ~ 1/"! !O ~O V] to ~D - M N N ~R N N ?A N N N IP 1R N F+ - j' g _ N W N N eR N N N W - kJ • - @ 6 67 @ 6] m 9 m d 6 C' fU 6 @ fV m [D m m iD M ~ Ia7 {+l M m ©h fT uJ N h !(C~ ® @ m 6 - d d ~ N N M N N lM N N N N ~ ~ ~ ~ Q, 4].i] m N `J (M(~~J fD ® ~ ~m~•• 4nl I~ n m O, •tl m m Q~+ Ifl.N N N~ N I : I~ I N N fp ~ N N N~ SN N tli W !A N N N ti~ N i I N N N N N I~ I cp fp,J~ fpL~ 4 J ~p p~ Nm NN m N 4S'] ~ ~ ~ ~Y m ~ i-. 49'J m ~~-r ON, m ~ .Ni ~ ~ 6 In f-] fV~J' Q, ~ tV O+ S¢ ~ If7 m l~O ~ ~ lD ~ ~I M N N N tL 4'J m p~ i N N N N N W W~~ W M ItlS! ~ MM1! W 6 ~~S-. iL U v (SrJ rm`l. S~ If) N M M. M! M I i? 47 tt] fp ~D ~O lfJ ~ I: ' _ i II N N ~JI N N N IN N r/1 N N N N N '/4. N N N N - ' d ' C ~ ~ ~ ~ NtOY• ~ mQ [Sf] m mO h 4M'1 v 1 7 r pmmp~~ ~~pp ~ ~ m ® ~ N ~ ~ a~O `.y. pNppp. M lL W ~ fS'J V+ W ~ M W ~ I Ul v N N N N C5J ~ M +Y Ir'1 ~p h [1] O L ~,O m d• M1 S T 1'7 h ~ l0 ~ ' ~ !.S N M N N }N N N N N N M Mfr~I ¢ I I 1 w N LN" w fR NN ww ~ w w ~ umi w w ~ - ` v , ~ ~ i I > - W CIa~J ® ~ ~ 41'] O@, ~ ~ 1 ~O W~1 M h h h ti ® ~ N ~ ~ r ~ ~ ~ M ~ Omi CO fm. N ~ @ ~ f©.~ gm ' 'C ~ M ,O 47 11'] m (~mlrJ U~ mtp~• f~ lacynQ.. ~ 4'] ~ ~ M t+ fryer]] M1 M1 W® ip @ M cnp- 1`~ N-1 4'] ~ ® ~ m f(N~~ ® I /1 ~ d. M NN ~ Nh' N NM ~ ~ i1i- M l1R M ~ i~L t~G. SO f1J N l1 M M 1"] ~ ? If'I If'! ~ I~• ~ m ~ ~ eM1 cO m , 1 ~ - I I N r/1 N N N M M N N iM1 N N M N N W N N N N W 1R N ~ ~ _ y r I gm I... I I m pm.~ ~ ~p ffl~•~ {Imp I (W~ I i j H N ~ ~ M m t0 MY• M tmL M ~ 40 ~ N 4C .M1. m I,O d ~ If'J ~ ~ T O N ~ M N ~ ~ S ~p m m B m ~ I I~mor~, ~ If'J W b N N W N J ~ y! a N N W~ M w w gw ~N N w N~ i.N. .5., ~ ~ ti Lll N N M M M~~ Wh• ~ Ill 7 N W~ ~ I .O ~ ~ M IN N N i/f~ N N N M N Ya-..iN N N N.N N N N 1 _ I i `j{J _ I (tJ f~ Ifr+~J yh']~ f(f~J 1lm~ I I N . N @N ~ f)~ V~'1 ~ ® N ~ ~ ~ ti M ~ [Q ~m f~h~] O mW ~ .tl m ~ m T ~D CO ~ It t+ ~ Rl m ~ OM, N M M N @w ' 71 CL ; G N nN N N N N [,.I fU 1`] f'I M S wS ~ N~~ .gyp N !M N N N~ N N N N N M .1 ~ ` v ia. iw N +w iw N N w w N nw v. N w M,. . m m 4 J M [T 4"f m Q, f-~ (9~ ~ 6 N f+] iD S imp rC ~Cp I 9 4'1 1~r~] m I p, ,IfI~DJ [+J I h ~ A T N N ~ ~ ~ ~ M1 N ~ ~ 4~'1 M1 m ~ li7 ~ Ifl ~ T ~ Q~i t"' 6 O, ~ V]. aD ~ M O ~ nM1.l LO ~ M ~ ~ ~ r VS] ~ M n Ia I .,ev^ri a~Ilr~mnco'm~, hi~~a h-m,-: ~r'.a'mI,-; <r'rm ni .o m~iti cmp 47 iv'S~ ~ ~ ~ Q ~ ~u N N N N M? ~a N U! M N-N ~ W N .N 1P ~ ~ NN ~ M N W SN ~ ~ M M M W tlmP N y~i ~ N ~.II ~ H - I ' ~m ~ ~ I ~p m ~p Iqp ~p Ym'1 ~ fMJ a ~d al N Nm m ~ li 1 l6] ~1r~' O+ h m T fmL N ~ N ~ r@+ ~ mm S Y'l eS• r ~ Y~'1 9. ~ M m_ m d• If'1 IfJ i~ ~ ~ T ~ N ~I I ~ s .;b to a ~ r~.. 11y/ry~~ ~ ~ 'v°~ r= m `aIr~~J C~J-J+ Imn pp~ mm :..J m m I~ Inn r`O~J f~i pm ^'ma f°•~' r~.r] .ems. I~°- v~ ~ ~ d d ~ ~ N i1J f'] IJ7 ,p M1 W W ^ F ^ i0 I~ tT r~ m ~w..s d 1~ m C m ~ ~ 9 m ~ l1f ~ y'J R1 l ~ ~ .'U ~ ~ I N N fM1 N W N N N ~ L.. Rj N N 1`] M M ~ d~ y Ifi 11'] ap ^ 1~ t~ 'gyp ® p~ 1 1 ~ ro i~ 11~~~ I Q~ ii I M N 14R N N tl1 N~ 'IN N eN~• IN N N N N M N IA N N N INt tlF N~ ^N O Ill Ix u1 d m CV T M hm.. h I [~fj+ fTJ r. [cfDl ~ tiY M h h ~ ~1 ~ M O+j •fVf~' I"~ ~ m ~~ypJ .g~• f~ 4'I 1+ I{`~rJ] f~J Q~ CU m d ham- L d N 'y"~ ~ [~J ff~~J Im f~~ 1!] f~] M N iO U, n] 4~J M (@LI ti ah0 ..yy~~t m M If[T ~ap0 IMTi ~@Imll ~ C4 T. f~] ! i Qhi ~ IT d m 1~~ m ( T I Lrl .U_. S ,IL~~ O 4"l ~ W m }0-. ti ~ N M I^ Vl ~ m. Om+. 0 ~ ~ p@', W~ ~ {~~~]J d m N Y7 I{1pSp] m I~fl ~n~p] anp lL ~M1 (L _ \\V^) ~ ~-1I S. ~ ~x[ N i N' bF ~N N N yV~F N N fyyl~~F,,- N: MI•-I;~NC N tlT M~Pg ~ ~M! ~ N ~ ~M• ~ 'ylw~ N- M N M.. I~'fsl?~ N M ~ N N N M1N F+ J µ A ia: r @ ~ ~ 4x"1 ~ § ti O b+ ~ O l9 .X. M M M M •x1' M C~tl 4x'] ~ la If Yx"1 tG txQ W M1 r 1~~• n r m d I ~.m rv5 Y~i-r~i rri IfiIri vi ~ uz vi.'ri la ~o ~ vi ui iri iri ~ j,ri Iri r~ ~d. vi .ri f.6.6 vi :d ~o.u lri I.c ~ 1ct ~ u; f° u7 ~ _ N I. ~ ~z i I I I ~ ° i ' I I .u ~ a°1. ~ i I I i I N I I ~ i I i ~ a ~ i 1`y,1 \ ~II M If] rl.l ,q- M ~ M @ f'J fN~l iU .~yS~ 1(T~ f"1 ip fl m ~ ~ Q' 4] r4~'~ N pi {I.,~~,i p, I~ M p, 1ylJ] 1®y 4-] (1l V '.i Id S,NJ N ~ d [hU ~ h N r'- r•+ M T Q~ iV ,~a'*O m ~ N 0 M 1~- ~ ~ ~T ~ M f[['~~]1 i0 ® ~ ~Np ~ IIlm9] f,~J T p~i Kl ~ -S {Q~J~ d. m ~ 7 M' m M m hM] ~ T aM0 Off, ~ N f ] pmi M ~ u M L v Vm] ~ ~ ® ~ ~ f`] h ~ ~ m M Rl M m ~Q m hm Ifl fU dl C ~ J (IJ M I'] M S li J 4'! ~p t~ m ~ .-r CJ M lT va ~rJ m N ~O m Q~ ~L ' :E ~ ~ ~ f ~ IL (r~~JJ U r,J N ~J fV r-] MN n'I M M S ~Y +i' `l] V'1 CU ~~O ~ f~ 1~ mm m T @ g •'i CV fMIJ II ,d N N N N N N N N W N W N -us ,}l~ W `yr M N Ip N rp N JA N N IN N N lN. N M N N N N' d U b ~ Off. T. F^ OS] fl, ,phi Oh, Om, I I A m ~ 8 ~6 m ~ © ~ m 9 ' 1 f~l f.~. ~~~-r ~ .iD. !H W Q, m N [V F]~J N t~lll N N N N f@I] ,O "i >+.G ~l iN1 1 1 11+1 1 pI~ :1 1 1 I~In g@ q m m mfmfp~ p I `d LL Y ~ p~~t ~m Q~i O, ~ Q~, ~ C'I phi N ~ ~ `O ~6 6 ~ ti N f,I"iJ lL troll f~J N t1 (WlJ IIf[W1~! fmLl pN, ~Ifmml m fNf~ FM11 .rN~ ~ ~p M femlpl N f1J ~•L ~ ~ i i i, M M S 4'l i.p h m b, m y~ .M+ S 47 u] r m r.,@.I RI L N N L N IL N fu /`y M' l"l ~l M M M h~'f M ~ ~ i I i P I ~ I~; I ~I ~ I - ~ - - - ~ e EXHIBIT 6 I ~ i j I ' i , i ~ it ~ - 1 i II I I I I i i I I w mN M~uar =nm r-~mM wio U]+n U, 4} mw wm~.nmm'rmm~m rlo-mm ' - J m m U] r~ 1 r ~ +s _ y N r M n m m m m 4} d m u~i M d s e m b a - . : w tl U ~ S ip ~ Qi CU vJ G] CU m tT N m m N m M1 M m m m W U] ~O m d m d~ m m m m® ' ' - b w v r m a 47 Ri o+ r ~ ~ w R~ ~-a r M1 C~ u~ 4']~ ui m s ~ i9 m 'm r ~a ~ uS Ir-i Iri Iri U'i . s- w w. -.NryM d va~r-mm a-.d maNVlr mN a~imM.nmm~mmm ' 1 e .-U~-. b1 ba .p M N ~b M b~ ea N ~ ~ ~ N N RJ CU r ] f ] f+1 M d t ~ y- 4-1 Ifl 4} 4'J 4} - ifs ~ M N W N N N N 'N to N N N N N N N N N N M - . L; - y M h- r? N 1 IC] N 6 u] '~T B rv~ ~ m Cn ~ O+ m N S.U m ~m M 5 m u7 M fN 4} T M m m® m ' - N RJ r- - 47 an d o+ ~ 4i d m In r- a v m d m w d W - W m N N N N . h m 4} M ~ al nl r`•, n a !V W m m sr m W~ m m m .s' d. M y ail o7 r- ni. ri -a` irS .IS " m ~ ~ m i N ~ ~ r m` ES ~ R.i ~ 4-] r° ni 47 m ~ Qi 61 h M W N MiN ~ W N RJ N IRJ N N M N N N N~ N ~ U In i~M N w. 1R N W .,gyp N N ,N1 N N 'N N -N N w Es 6.S tS N f4 m N 5~ u]'d u} m 'Y M1 •Y 'd 0'~ 6d M m B T 0] ~ d M Ol N m r- M1 B 6 m m 6 ' A',,~ N: bi N tll ba• N N N M T T 0~-.4U~ W cn RJ m u] 4} r- M1 U} d N d N : i~ ~ Ch N U] N aJ T 4} 1' ,L 4] ~I- E M v0 kT N V] CV V] ryry0-- 4'1 cdmp m p] O~ p~ p~ p+ ' M G M M ~ m N ;N M d 4~} ~ m Q® N C f4 ~ M n. ii1 m m m m C l ~ I rI N N N IN N N N N N N N~ CV N N N N RJ N N - N N N N N N N W N N ti+ N I lI - Ii m m '.m m N m N fie ~9 m _a W ] IW M u] ~ d J !d u~l~ 1~ EbEyy U p9p~~ 1+ Qi p] rfr++J-1 T h] 9 N ~ m m m N 1 ~ I~ N N N N W N N eW W M Cn S N M 4N} Vl O~ N 4m'] CJ 0~] tCl N iL N M w 'v] h] M IWfI T~~ N N W N i a ~ : N 0. _ ^w~ ~ RJ N f~l ~ r] 47 W N 'r- ~ N r7 d 'V] If] r- ~ Q' T v M N N ~W M• N N bt N M W- N RJ N'M M' M iCl V ja.s : ~ N ;N M N N N N N N I w m 6 ~bN u9i N 9 N m ~m @ 9 M U7 ~U] -Y N N r- :P M W~ rJ r- ~1P an d ~M d M T [+J ~ ' q~,~N N; win Na.ww~~ww.~:nw.;aM~m m.mr ~A ml~mmR9i :°RmJr~im mm®m~a - ~ v I .-w .-.i~.RJ C~J n"i 41 Il] ~ 1~ ~ ~m N_ d 1~ O] CV (~J N RRJJ Rl ' C[ ~ u> N N :N N lA N N .N N N N N ill N Rl N - J ~ .N N N 'N N N N N N N N V : ' ~ 6 m 5 m b 6 6N mN ~ S 6 ~M an d `m t^ T Y7 B W V7 N d I® ~ Ol Ol t0 Ol N ~Oi m m N mN 1Ni S. bi' M N b4 N b~ N 9 ~ -Ua ua ~ N M 4} ':u] N r- M m N ~Ifl M m u] m ~O 0+ N N iN - fi, - ¢I :N NL N 4] w W r- m m IIl m .-..CV Oi N d uJ W - - 0 5 ;N N N 'N N bl N tl} 'tla M N- N N 'N N ui rcc'' ~ I w ww w NN ~,NN 'w m li ' i p~ I i I I, . - : > w w .m ti ~ m .°'n 9 m s Pu' ~ iri ~;o°'• u} r~ ~'.M m nJ 'md m ~ ~:a m Q~?? 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MALKENHORST 1 ~ HALL Police Chief City Administrator/City Clerk j ij FAX: (213) 581-1178 FAX: (2f3) 581 7924 /n Reply Rejer ~o: 4305-SANTA FE AVENUE, VERNON, CALIFORNIA 90058 TELEPHONE (213) 583-8811.. HAND DELIVERED- ilovember 15, 1993. Manuel Valenzuela Deputy County Counsel Hall of Administration 50.0 West Temple Street. - Room-648 Lose Angeles, California Re: Agreement. for Allocation of Ts:x Increment Funds (Vernon Industrial Redevelopment Project)': Dear Mr. Valenzuelac' Enclosed herewith are four (4)' duplicate originals of the. above referenced agreement which have been fully executed'by the officials of the City of Vernon. i Please return two agreements to the undersigned after execution by the County. Very truly yours, .CITY OF VERNON;.. -i is ora J.- Ojos-co~ . Chief Depa.tfy City Clerk ~j Received by: j. ~/t~i~-'~^ Date : Time: ~`~i) i