!"# $%
& "
"'
(
)%*+ '%,-
."'/
!*
,
,011( %*,
23 4
5678955
:;<5;
."
=%
%+%"
"
>?1(!@%%
,
*
",A%**%$
B% #%%"
C
* ' 1
"D
>?1(!@%*,-
''0?0(
%$
,%*+ '%
"$
%( D B ( @
,=
((
B%
'
** %$
# =
=%
>?1(!@%%
"+!(+%$/
!
,0'=
*
",A%*
,=
((
%AA%'
,%+%*
"'%
!A
%?1(!@?%"
=%*%0"$%*-
"$
=%
C
* ' 1
"D
>?1(!@%*
!
#= '=
=%
>?1(!@%%
,
*
",A%**%$
,=
((
=%*%01!"
B%'!?%
!B( D
%$
=%*%0"$%*
# =
*%,1%'
!
,0'=
>?1(!@%%
"
=%
,
?%
?
""%*
,
#
,
=%
C
* ' 1
"D
>?1(!@%*
A*!?
#=!?
=%
>?1(!@%%
#
,
*
",A%**%$/
4E
;:FGF:F
567895;H
G8:;FIJ:F8
K
<8;<5F:J;5
L"@
'!" * B0 !"
"$M!*
&!*A% 0*%
,0BN%'
!
((!'
!"
$0* "D
%
'=
C(
"
O%
*
,=
((
B%
$% %*? "%$
"$
((!'
%$
,%1
*
%(@
B@
%
'=
C
* ' 1
"D
>?1(!@%*
"$
,=
((
B%
((!'
%$
!"(@
?!"D
=%
C
* ' 1
" ,
%( D B(%
!
,=
*%
"
=%
'!" * B0 !"
"$
&!*A% 0*%
((!'
!"
!A
=%
>?1(!@%*
!*
C
* ' 1
"D
>?1(!@%*
?
P "D
=%
'!" * B0 !"
!*
B@
#= '=
=%
A!*A% "D
C
* ' 1
"
#
,
%?1(!@%$/
Q"
=%
B
, ,
!A
=%
"A!*?
!"
A0*" ,=%$
B@
=%
L$? " , *
!*-
=%
R*0, %%
S!*
.",0*%*T
,=
((
P%%1
,%1
*
%
B!!P,
"$
*%'!*$,
'!"'%*" "D
=%
AA
*,
!A
%
'=
C
* ' 1
"D
>?1(!@%*
=%*%0"$%*
"$
,
!
=%
''!0" ,
"$
'*%$ ,
!A
=%
>?1(!@%%,
!A
%
'=
C
* ' 1
"D
>?1(!@%*/
R=%
R*0, %%
S!*
.",0*%*T
?
@-
B0
"%%$
"! -
*%D , %*
U!" *
' ,
,!
,
!
%+ $%"'%
=
1 * '0(
*
C
* ' 1
"D
>?1(!@%*
,
=%
" %*%, %$
>?1(!@%*
=%*%0"$%*-
B0
"
=%
%+%"
!A
"
>?1(!@%%
*
",A%*
A*!?
!"%
C
* ' 1
"D
>?1(!@%*
!
"! =%*-
=%
%?1(!@ "D
>?1(!@%*
,=
((
??%$
%(@
"! A@
=%
R*0, %%
S!*
.",0*%*T
=%*%!A/
4V
65K65:
L"@
C
* ' 1
"D
>?1(!@%*
=%*%B@
0 =!* W%,
=%
>?1(!@%*
!
?
P%
?%"$?%" ,
!"
,
B%=
(A-
0"(%,,
! =%*# ,%
D*%%$
?!"D
((
AA%' %$
1 * %,/
L"@
,0'=
?%"$?%"
,
%AA%' +%
"$
B "$ "D
01!"
%X , "D
C
* ' 1
"D
>?1(!@%*,/
4Y
KFG8:FJG5
8<
;:FGF:F8
L"@
C
* ' 1
"D
>?1(!@%*
=
,
"
LAA (
%$
>?1(!@%*
,=
((
B%
1%*? %$
!
$ ,'!" "0%
!*
*%+!P%
,
1 * ' 1
!"
"
=%
C(
"
"@
?%/
L
=%
?%
!A
"@
,0'=
$ ,'!" "0
"'%
!*
*%+!'
!"-
,
,A
' !*@
%+ $%"'%
=%*%!A
"$
!A
"@
11( '
B(%
'!"$ !",
?1!,%$
,=
((
B%
$%( +%*%$
!
=%
R*0, %%
S!*
.",0*%*T/
R=%
R*0, %%
S!*
.",0*%*T
,=
((
=%*%
A %*
*
",A%*-
$%( +%*
"$
,, D"
U!" *
' ,
"$
! =%*
R*0,
&0"$
,,% ,
((!'
B(%
!
=%
C
* ' 1
" ,
!A
,0'=
C
* ' 1
"D
>?1(!@%*
!
,0'=
"%#
*0, %%
S!*
",0*%*T
!*
'0, !$
"
,
,=
((
=
+%
B%%"
$%, D"
%$
B@
,0'=
C
* ' 1
"D
>?1(!@%*-
"
=%
%+%"
=
=
,
%,
B( ,=%$
,%1
*
%
Z0
( A %$
*% *%?%"
1(
"
A!*
,
%?1(!@%%,/
.A
"!
,0''%,,!*
,
$%, D"
%$-
=%
R*0, %%
S!*
.",0*%*T
,=
((
*%
"
,0'=
,,% ,
A!*
=%
>?1(!@%%,
!A
,
$
C
* ' 1
"D
>?1(!@%*
10*,0
"
!
=%
1*!+ , !",
!A
L* '(%
[..
=%*%!A/
."
"!
,0'=
%+%"
,=
((
"@
1 *
!A
=%
'!*10,
!*
"'!?%
!A
=%
R*0,
&0"$
,
*%(
%,
!
,0'=
C
* ' 1
"D
>?1(!@%*
B%
0,%$
A!*
!*
$ +%* %$
!
10*1!,%,
! =%*
=
"
A!*
=%
%X'(0, +%
B%"%A
!A
=%
>?1(!@%%,
!A
,0'=
C
* ' 1
"D
>?1(!@%*/
4\
K6FF:;:8;H
J:]8;F:9
R=%
L$? " , *
!*
,=
((
=
+%
0 =!* @
!
?
P%
"@
"$
((
"%'%,,
*@
*0(%,
!*
*%D0(
!",-
B "$ "D
01!"
((
C
* ' 1
"D
>?1(!@%*,
"$
((
C
* ' 1
" ,-
!
%AA%' 0
%
=%
10*1!,%
!A
= ,
L* '(%/
;:FG75
^F
6J7:F75
567895;
;8_FF8
4
575G:F8
K
8_5;;FKF
5<<5G:
.A
C
* ' 1
"D
>?1(!@%*
=
,
"!
"
LAA (
%$
>?1(!@%*
$!1 ,
= ,
C(
"-
=%"
=%
1*!+ , !",
!A
= ,
L* '(%
`.
,=
((
11(@
!
%
'=
C
* ' 1
"D
>?1(!@%*
,
!A
=%
>AA%' +%
a
%
,1%' A %$
"
,
1 * ' 1
!"
D*%%?%"
"$
,01%*,%$%
"@
'!" *
*@
1*!+ , !",
"
=%
B
, '
C(
"
$!'0?%"
!*
=%
L$!1 !"
LD*%%?%" /
.A
= ,
L* '(%
`.
11( %,-
=%"
=%
C(
"
,=
((
B%
?0( 1(%
%?1(!@%*
1(
"
,
$%,'* B%$
"
U!$%
b2cdS'T/
."
= ,
'
,%-
=%
>?1(!@%*
"$
%
'=
C
* ' 1
"D
>?1(!@%*
'P"!#(%$D%
=
=%
C(
"
,
?0( 1(%
%?1(!@%*
1(
"
,0BN%'
!
=%
*0(%,
!A
U!$%
b2cdS'T
"$
=%
e%D0(
!",
=%*%0"$%*-
"$
,1%' A '
""0
(
*%1!* "D
*%Z0 *%?%" ,/
4f
K5<FF:F8
R=%
A!((!# "D
$%A " !",
,=
((
11(@
!
= ,
L* '(%
`.
"$
,=
((
,01%*,%$%
"@
'!"A( ' "D
$%A " !",
"
=%
C(
"g
S
T
5h
4 i>?1(!@%%i
?%
",
"@
'!??!"
(
#
%?1(!@%%-
j%
,%$
>?1(!@%%
!*
! =%*
1%*,!"
=%
U!$%
*%
,
,
"
%?1(!@%%
!A
C
* ' 1
"D
>?1(!@%*
A!*
10*1!,%,
!A
=%
C
* ' 1
"D
>?1(!@%*k,
Z0
( A %$
1(
"/
> =%*
=%
L$!1 !"
LD*%%?%"
!*
1 * ' 1
!"
D*%%?%"
!
=%
L$!1 !"
LD*%%?%"
?
@
$%, D"
%
"@
>?1(!@%%-
!*
'(
,,
!A
>?1(!@%%,-
,
"!
%( D B(%
!
1 * ' 1
%
"
=%
C(
"/
SBT
7
5h
4 ij%
$
>?1(!@%*i
?%
",
=%
, D"
!*@
>?1(!@%*
!
=%
L$!1 !"
LD*%%?%"
%X%'0 !"
1 D%-
"$
$!%,
"!
"'(0$%
"@
LAA (
%$
>?1(!@%*
!*
C
* ' 1
"D
>?1(!@%*/
R=%
i(%
$
>?1(!@%*i
=
,
=%
,
?%
?%
" "D
,
=%
>?1(!@%*
A!*
10*1!,%,
!A
?
P "D
C(
"
?%"$?%" ,
"$
! =%*
10*1!,%,
*%D
*$(%,,
!A
#=% =%*
=%
i(%
$
>?1(!@%*i
,
(,!
C
* ' 1
"D
>?1(!@%*
0"$%*
= ,
L* '(%
`./
R=%
i(%
$
>?1(!@%*i
?
@
%X%'0 %
C
* ' 1
!"
LD*%%?%"
,% "D
A!* =
%(%' !",
#= '=
*%
,1%' A '
!
=%
i(%
$
>?1(!@%*i/
lmnopqrs
tsuvwmxv
ylz
{|}~t{t~|
t}t|l}
!"# $%
& "
"'
(
)%*+ '%,-
."'/
!*
,
,011( %*,
23 45
6789878
:;<=>:6
:<:978=
?@%
1 * ' 1
!"
A*%%B%"
B0,
$%" CD
@%
E
* ' 1
"A
FB1(!D%*
"$
@%
'!+%*%$
FB1(!D%%,
"$
1*!+ $%
C!*
@%
E
* ' 1
"A
FB1(!D%*G,
, A"
0*%/
."
$$ !"-
"
@%
1 * ' 1
!"
A*%%B%" -
@%
H(%
$
FB1(!D%*H
,@
((
,1%' CD
#@ '@
%(%' !",-
C
"D-
@%
E
* ' 1
"A
FB1(!D%*
'
"
B!$ CD-
"$
"D
*%, * ' !",
!"
@%
B!$ C '
!",/
I"D
,0'@
B!$ C '
!"
,@
((
11(D
!"(D
!
@%
%B1(!D%%,
!C
@
E
* ' 1
"A
FB1(!D%*/
?@%
E
* ' 1
"A
FB1(!D%*
,@
((
B
J%
"D
,0'@
B!$ C '
!"
KD
,%(%' "A
@%
11*!1*
%
!1 !"
!"
,
1 * ' 1
!"
A*%%B%"
!
@%
H(%
$
FB1(!D%*G,H
I$!1 !"
IA*%%B%" /
?!
@%
%L %"
@
@%
I$!1 !"
IA*%%B%"
$!%,
"!
1%*B
B!$ C '
!"
!C
"
%(%' !"-
"D
%B1
KD
E
* ' 1
"A
FB1(!D%*
!
B!$ CD
@%
%(%' !"
,@
((
@
+%
"!
%CC%'
!"
@%
E(
"
"$
@%
E
* ' 1
"A
FB1(!D%*
,
K!0"$
KD
@%
E(
"
%*B,
,
,%(%' %$
KD
@%
H(%
$
FB1(!D%*/H
.C
E
* ' 1
"A
FB1(!D%*
$!%,
"!
B
J%
"D
1%*B ,, K(%
1 * ' 1
!"
A*%%B%"
%(%' !"
B!$ C '
!",-
@%"
# @
*%A
*$
!
"D
%(%' !"-
@%
E
* ' 1
"A
FB1(!D%*
,
K!0"$
KD
@%
I$!1 !"
IA*%%B%"
%*B,
,
'!B1(% %$
KD
@%
H(%
$
FB1(!D%*/H
4
7:78
?@%
I$B " , *
!*
,@
((
11(D
@%
M!$%
N2OP
( B
!"
"
)%' !"
2/2
C!*
@%
E(
"
,
#@!(%/
4Q
9=;:78=
R
S
4
I
E
* ' 1
" G,
M!B1%",
!"
,@
((
K%
$% %*B "%$
,%1
*
%(D
C!*
%
'@
E
* ' 1
"A
FB1(!D%*
C!*
10*1!,%,
!C
((!'
!",
0"$%*
I* '(%
.T/
RKS
U
VWV4
&!*
((
E(
"
10*1!,%,-
"'(0$ "A
K0
"!
( B %$
!
$% %*B " "A
@%
M!$%
N2OP
( B ,
"
)%' !"
2/2-
M!B1%",
!"
"'(0$%,
((
M!B1%",
!"
1 $
KD
!*
C!*
"D
E
* ' 1
"A
FB1(!D%*/
4X
:6Y89:
I"
FB1(!D%%G,
,%*+ '%
"'(0$%,
((
Z!0*,
!C
)%*+ '%
"$
[%
*,
!C
)%*+ '%
# @
"D
"$
((
E
* ' 1
"A
FB1(!D%*,/
I"
FB1(!D%%
#@!
%*B "
%,
%B1(!DB%"
# @
!"%
E
* ' 1
"A
FB1(!D%*
"$
BB%$
%(D
'!BB%"'%,
%B1(!DB%"
# @
"! @%*
E
* ' 1
"A
FB1(!D%*
@
,
"!
,%1
*
%$
C*!B
,%*+ '%
!*
@
$
,%+%*
"'%
C*!B
%B1(!DB%" /
4\
9==:678=
]
8]:;8^8978=
R
S
9
4
F
'@
E
* ' 1
"A
FB1(!D%*
A*%%,
!
B%(D
1*!+ $%
((
"C!*B
!"
@%
I$B " , *
!*
$%%B,
"%'%,,
*D
!
",0*%
@%
E(
"
,
!1%*
%$
"
''!*$
"'%
# @
@%
*%_0 *%B%" ,
!C
@%
M!$%
"$
# ((
'!!1%*
%
C0((D
# @
@%
H(%
$
FB1(!D%*-H
@%
E(
"-
@%
E(
"
C $0'
* %,
"$
! @%*
1*!1%*
*%1*%,%"
+%,
"
B
"
" "A
@%
_0
( C %$
,
0,
!C
@%
E(
"/
)0'@
'!!1%*
!"
# ((
"'(0$%
1 DB%"
!C
,0'@
B!0" ,
" !
@%
E(
"-
!
K%
((!'
%$
!
%B1(!D%%,
!C
@%
E
* ' 1
"A
FB1(!D%*-
#@ '@
*%
*%
,!"
K(D
*%_0 *%$
!
B
"
"
@%
L`_0
( C %$
,
0,
!C
@%
E(
"/
RKS
8
a4
F
'@
E
* ' 1
"A
FB1(!D%*
# ((
"$%B" CD
"$
@!($
@
*B(%,,
@%
I$B " , *
!*-
@%
H(%
$
FB1(!D%*H
"$
,
,0K, $
* %,b
!CC '%*,-
$ *%' !*,-
,@
*%@!($%*,-
%B1(!D%%,-
"$
A%" ,
!C
@%
H(%
$
FB1(!D%*Hb
@%
E(
"b
@%
?*0, %%,-
E
* ' 1
" ,
"$
c%"%C '
* %,
!C
@%
E(
"-
,
#%((
,
@% *
*%,1%' +%
,0''%,,!*,
"$
,, A",-
A
",
"D
'
0,%
!C
' !"-
(!,,-
(
K ( D-
$
B
A%-
'!, -
!*
%L1%",%
!C
"D
"
0*%
#@
,!%+%*
R "'(0$ "A-
K0
"!
( B %$
!-
!*"%DG,
C%%,
"$
'!, ,-
#@% @%*
!*
"!
,0
,
K*!0A@ -
,
#%((
,
.d)
1(
"
$ ,_0
( C '
!",-
! @%*
,
"' !",
!*
'!B1(
"'%
C%%,
"$
1%"
( %,S
* , "A
!0
!C
!*
*%(
"A
!
@%
E
* ' 1
"A
FB1(!D%*G,
"!"'!B1(
"'%
# @
"D
!C
@%
E(
"G,
%*B,
!*
*%_0 *%B%" ,b
"D
" %" !"
(
!*
"%A( A%"
'
!*
!B ,, !"
@%
E
* ' 1
"A
FB1(!D%*
'!BB ,
# @
*%A
*$
!
@%
E(
"b
"$
"D
!B ,, !"
!*
1*!+ , !"
!C
"'!**%'
"C!*B
!"
# @
*%A
*$
!
@%
E(
"
#@ '@
'
0,%,
@%
E(
"
!
C
(
!
,
,CD
@%
*%_0 *%B%" ,
!C
L`_0
( C %$
1(
"/
?@ ,
"$%B" D
1*!+ , !"
,@
((
'!" "0%
!
11(D
!
E
* ' 1
"A
FB1(!D%*
# @
*%,1%'
!
@%
1%* !$
,0'@
%" D
#
,
E
* ' 1
"A
FB1(!D%*-
%+%"
C
@%
E
* ' 1
"A
FB1(!D%*
# @$*
#,
!*
,
*%B!+%$
10*,0
"
!
)%' !",
OO/e
!*
OO/f/
4g
8Y=<h76>
7:6;878=
i"(%,,
@%
H(%
$
FB1(!D%*H
1*!+ $%,
! @%*# ,%
"
"
$$%"$0B
@%*% !-
@%
H(%
$
FB1(!D%*H
,@
((
@
+%
@%
1!#%*
!
%*B "
%
@%
1 * ' 1
!"
!C
"D
E
* ' 1
"A
FB1(!D%*
R@%*%
C %*
H?%*B "
%$
FB1(!D%*HS
"
@ ,
E(
"/
.C
"$
#@%"
@%
H(%
$
FB1(!D%*H
# ,@%,
!
%L%*' ,%
@ ,
1!#%*-
@%
C!((!# "A
,@
((
!''0*j
R
S
k
4 ?@%
H(%
$
FB1(!D%*H
,@
((
A +%
@%
H?%*B "
%$
FB1(!D%*H
"! '%
!C
@%
H(%
$
FB1(!D%*G,H
" %"
!
%*B "
%
@%
H?%*B "
%$
FB1(!D%*G,H
,
0,
,
E
* ' 1
"A
FB1(!D%*
!C
@%
E(
"/
?@%
H(%
$
FB1(!D%*H
# ((
1*!+ $%
,0'@
"! '%
"!
(%,,
@
"
@ * D
Rl
S
$
D,
1* !*
!
@%
$
%
!C
%*B "
!"
0"(%,,
@%
H(%
$
FB1(!D%*H
$% %*B "%,
@
@%
" %*%,
!C
E(
"
E
* ' 1
" ,
*%_0 *%,
%
*( %*
%*B "
!"/
RKS
mm4
?@%
H(%
$
FB1(!D%*H
,@
((
%,
K( ,@
"%#
$%C "%$
'!" * K0 !"
1(
"-
0, "A
@%
1*!+ , !",
!C
@ ,
E(
"
# @
"D
B!$ C '
!",
'!"
"%$
"
@%
H?%*B "
%$
FB1(!D%*G,H
1 * ' 1
!"
A*%%B%" -
,
A0 $%
!
%,
K( ,@
"%#
$%C "%$
'!" * K0 !"
1(
"
R @%
H,1 "`!CC
1(
"HS/
?@%
H(%
$
FB1(!D%*H
# ((
$ *%'
@%
?*0, %%
!
*
",C%*
R "
''!*$
"'%
# @
@%
*0(%,
!C
M!$%
N2O2R(S
"$
@%
1*!+ , !",
!C
)%' !"
e/lS
@%
I''!0" ,
!C
@%
FB1(!D%%,
!C
@%
H?%*B "
%$
FB1(!D%*H
!
@%
H,1 "`!CC
1(
"/H
?@%
H?%*B "
%$
nopqrstu
vuwxyozx
{n|
}~v}v~
vv~
n
!"# $%
& "
"'
(
)%*+ '%,-
."'/
!*
,
,011( %*,
23 451(!6%*7
,8
((
9%
8%
451(!6%*-
:$5 " , *
!*-
"$
,1!",!*
!;
8%
7,1 "<!;;
1(
"/7
=8%
=*0, %%
!;
8%
7,1 "<!;;
1(
"7
,8
((
9%
8%
1%*,!"
!*
%" 6
$%, >"
%$
96 8%
7=%*5 "
%$
451(!6%*/7
?!#%+%*-
8%
7(%
$
451(!6%*7
,8
((
8 +%
8%
!1 !"
!
$%, >"
%
"
11*!1*
%
; "
"'
(
", 0 !"
,
=*0, %%
", %
$
;
"%'%,,
*6
!
1*! %'
8%
" %*%,
!;
8%
@
* ' 1
" ,/
=8%
7(%
$
451(!6%*7
,8
((
8 +%
8%
0 8!* 6
!
'8
*>%
8%
7=%*5 "
%$
451(!6%*7
!*
8%
:''!0" ,
!;
8%
451(!6%%,
!;
8%
7=%*5 "
%$
451(!6%*7
*%
,!"
9(%
;%%
!
1 6
8%
%A1%",%,
!;
%,
9( ,8 ">
8%
7,1 "<!;;
1(
"/7
B'C
DE
=8%
7=%*5 "
%$
451(!6%*-7
"
( %0
!;
'*%
!"
!;
8%
7,1 "<!;;
1(
"7
0"$%*
B9C
9!+%-
8 ,
8%
!1 !"
!
%(%'
*
",;%*
( %*"
+%
"
''!*$
"'%
# 8
8 ,
)09,%' !"
B'C/
BFC
G
H
E
=!
%A%*' ,%
8%
!1 !"
$%,'* 9%$
"
8 ,
)09,%' !"-
8%
7=%*5 "
%$
451(!6%*7
50,
";!*5
8%
7(%
$
451(!6%*7
!;
,
'8! '%
"$
50,
,011(6
"6
*%
,!"
9(6
*%I0 *%$
$!'05%"
!"
,
,!!"
,
1*
' '
(/
.;
8%
7(%
$
451(!6%*7
8 ,
"!
*%'% +%$
"! '%
!;
7=%*5 "
%$
451(!6%*J,7
%A%*' ,%
!;
8 ,
!1 !"
# 8 "
%"
BF
C
$
6,
1* !*
!
8%
,
%$
$
%
!;
%*5 "
!"-
8%
7(%
$
451(!6%*7
'
"
'8!!,%
!
$ ,*%>
*$
8%
%A%*' ,%
"$
1*!'%%$
# 8
8%
)1 "<!;;/
BC
K DL
E
.;
8%
7=%*5 "
%$
451(!6%*7
,%(%' ,
8 ,
!1 !"-
8%
:$5 " , *
!*
,8
((
*
",;%*
B "
''!*$
"'%
# 8
8%
*0(%,
!;
M!$%
N2F2B(C
"$
8%
1*!+ , !",
!;
)%' !"
O/PC
8%
:''!0" ,
!;
8%
451(!6%%,
!;
8%
7=%*5 "
%$
451(!6%*7
!
I0
( ; %$
1(
"
8%
7=%*5 "
%$
451(!6%*7
5 "
",/
=!
%A%*' ,%
8 ,
!1 !"-
8%
7=%*5 "
%$
451(!6%*7
50,
$%( +%*
!
8%
7(%
$
451(!6%*7
!*
:$5 " , *
!*
"
#* ">
8%
"
5%
"$
! 8%*
*%(%+
"
";!*5
!"
!;
8%
*
",;%*%%
1(
"
"$
50,
1*!+ $%
,0'8
,,0*
"'%,
8 8%
:$5 " , *
!*
,8
((
*%
,!"
9(6
*%I0 *%
!
$%5!", *
%
8 8%
*
",;%*%%
1(
"
,
I0
( ; %$
1(
"/
B$C
H
DE
=8%
451(!6%%,
!;
8%
7=%*5 "
%$
451(!6%*7
,8
((
'%
,%
!
9%
%( > 9(%
!
''*0%
$$ !"
(
9%"%; ,
0"$%*
8%
@(
"
# 8
*%,1%'
!
M!51%",
!"
1 $
96 8%
7=%*5 "
%$
451(!6%*-7
%;;%' +%
,
!;
8%
$
%
!;
%*5 "
!"/
=!
8%
%A %"
8 8%,%
451(!6%%,
8 +%
''*0%$
90 0"1
$
'!" * 90 !",
,
!;
8%
$
%
!;
%*5 "
!"-
8%
7=%*5 "
%$
451(!6%*7
,8
((
1 6
,0'8
5!0" ,
!
8%
@(
"
!*
8%
7,1 "<!;;
1(
"7
"!
(
%*
8 "
8 * 6
BP
C
$
6,
; %*
8%
$
%
!;
%*5 "
!"-
0"(%,,
8%
7=%*5 "
%$
451(!6%*7
%;;%' +%(6
,%(%' ,
8%
=*
",;%*
!1 !"
0"$%*
)09,%' !"
B'CBC
9!+%/
B%C
QD
E
R6
,
, >"
0*%
!"
8%
1 * ' 1
!"
>*%%5%" -
8%
7=%*5 "
%$
451(!6%*7
,1%' ; '
((6
'!",%" ,
!
8%
1*!+ , !",
!;
8 ,
:* '(%
"$
>*%%,
!
1%*;!*5
,
*%,1!", 9 ( %,
# 8
*%>
*$
!
8%
7,1 "<!;;
1(
"-7
;
"%'%,,
*6/
ES
TUVWKXY
KGXZ[K[U
:
@
* ' 1
">
451(!6%*
B8%*%
; %*
7# 8$*
# ">
%51(!6%*7C
5 6
+!(0"
* (6
# 8$*
#
;*!5
1 * ' 1
!"
"
8 ,
@(
"
"6
5%/
.;
"$
#8%"
7# 8$*
# ">
%51(!6%*7
# ,8%,
!
# 8$*
#-
8%
;!((!# ">
,8
((
!''0*\
B
C
H
E
=8%
7# 8$*
# ">
%51(!6%*7
,8
((
";!*5
8%
7(%
$
451(!6%*7
"$
8%
:$5 " , *
!*
!;
,
" %" !"
!
# 8$*
#
;*!5
8%
@(
"/
=8%
7# 8$*
# ">
%51(!6%*7
50,
> +%
8%
"! '%
"!
(%,,
8 "
8 * 6
BP
C
$
6,
1* !*
!
8%
%;;%' +%
$
%
!;
,
# 8$*
#
(/
B9C
H
]
E
=8%
7# 8$*
# ">
%51(!6%*7
"$
8%
7(%
$
451(!6%*7
,8
((
>*%%
01!"
1*!'%$0*%,
;!*
8%
!*$%*(6
# 8$*
#
(
!;
8%
7# 8$*
# ">
%51(!6%*7
;*!5
8%
1(
"/
)0'8
1*!'%$0*%,
5 6
"'(0$%
"6
!;
8%
!1 !"
(
,1 "<!;;
!*
*
",;%*
!1 !",
$%,'* 9%$
"
)%' !"
FF/O/
B'C
QDDE
=8%
7# 8$*
# ">
%51(!6%*7
,8
((
9%
*
((
*%
,!"
9(%
'!, ,
,,!'
%$
# 8
# 8$*
#
(
"$
*
",;%*
0"$%*
8 ,
)%' !"/
B$C
H
DE
=8%
451(!6%%,
!;
8%
7# 8$*
# ">
%51(!6%*7
,8
((
'%
,%
!
9%
%( > 9(%
!
''*0%
$$ !"
(
9%"%; ,
0"$%*
8%
@(
"
,
!
M!51%",
!"
1 $
96 8%
7# 8$*
# ">
%51(!6%*-7
%;;%' +%
,
!;
8%
%;;%' +%
$
%
!;
# 8$*
#
(/
=!
8%
%A %"
8 ,0'8
451(!6%%,
8 +%
''*0%$
90 0"1
$
'!" * 90 !",
,
!;
8%
%;;%' +%
$
%
!;
# 8$*
#
(-
8%
7# 8$*
# ">
%51(!6%*7
,8
((
'!" * 90 %
,0'8
5!0" ,
!
8%
@(
"
!*
8%
7,1 "<!;;
1(
"7
1*!51 (6
; %*
8%
%;;%' +%
$
%
!;
# 8$*
#
(-
0"(%,,
8%
''!0" ,
*%
*
",;%**%$
!
I0
( ; %$
1(
"
8%
7# 8$*
# ">
%51(!6%*7
5 "
",/
E
^G[K[U
U_
GK
4 '8
@
* ' 1
">
451(!6%*
,8
((
9%
$%%5%$
!
9%
1 *
!;
8 ,
@(
"`
1*!+ $%$-
8!#%+%*-
8 # 8
*%,1%'
!
((
,
*%(
!",
# 8
8%
=*0, %%
B!*
.",0*%*C
"$
:$5 " , *
!*
;!*
10*1!,%,
!;
8 ,
@(
"-
%
'8
@
* ' 1
">
451(!6%*
,8
((
9%
$%%5%$
!
8 +%
$%, >"
%$
**%+!'
9(6
8%
451(!6%*
,
,
>%" /
a"(%,,
8%
'!" %A
!;
8%
@(
"
'(%
*(6
"$ '
%,
! 8%*# ,%-
8%
#!*$
7451(!6%*7
,8
((
9%
$%%5%$
!
"'(0$%
%
'8
@
* ' 1
">
451(!6%*
,
*%(
%$
!
,
$!1 !"
!;
8%
@(
"/
bcdefghi
jiklmcnl
obp
qrstjqujvwtxrvyuzwv{{jwvs||zjry|b}~s
! "
#$% &'
#
()
*
+
* )+
,
*+
-+
.
/)
0-1
+2)
+
3
4 +
))
115
+
1
5
* 1*-
*30-1
+
6
*)
4)+
1
)
3
*
*++
4 *
*
)
*
)
+
7
809:0;6)
<
*
)
===================1
+)
<80<4/)
<
*
2
)
+
3--+.
*
**-
*
*)
)+
,
*+
-+
.
)
0-1
+
)
+
3 )+
,
*
**
+
4
*
>
4
**
1 .
+)
1
<*
++)
<
*
*
?
*114
*
4 +
4
)
+
1
@
()
*
+
* +)
+4
+
)4)
*)
+
4-)
<
*
--+.
*
**-
*
)
+
+
1
@
;
7============================
*7============================
==================================
A-+
B
1
C
DEFGHIDHJEKLMDN
OPQRSTOSUPVWXYZ[W\]^WV
_`abcdefgfhij`kil_mnopqgnrgstquosvrwtsxxgtspyywgovy_z{p |}~|
}}
!"#"
$#
" %#&
'
("
)&
*
%
% %!
$
+ ,-./0-1-2341,341/+56
789
:;8
6
<
;
89
8:=
6
<>
?6
>6
>6
9
+<99:
:
>
6
9
>9 ;
6
9
@
9
8::A89
>A:8:>
; :
6
B
889
>C9
+
+ $D.4EF4,01G-201H-1F0F/41/.E-I0F0-1F+56
<
;
8 :
;
6
8:=
6
9
6
B
6
8:=
:
>
?
66
8:=
6
<
;
+
+J #-1F/EDH/0-1K7B>
8
6
:?
8:=
;
;
6
<
;
A
<:
>9
:
>
:
:
>
6
<
;
:
:
96
<
;
;
:
:
>
6
9
+56
<:
>9
;
>
C
:
6
<
;
9
9:8 :8
6
<
;
;;
:
9
6
9
:
>9
A
>
A:6
:
C
:
;
+
+L
224H/-2E4F/M/4341/-2(NM1K6
789
::
6
9
6
6
<
;
699:
>
:
>6:
9 6
8:=
6
<
;
:
:
;:6
:?
C
>
C
9
O
++A
6
9
:
;
89
;>
?6
>6
>:8:
6
8:=
P+
+
42010/0-1FK7B>
8
6
:?
8:=
;
;
6
<
;
A
:
;
;
6
9
?
996=
6
6
<
;
+56
99?
;
889
8 >
>996
<
;
Q
<+56
RH/S
6
:
=
:
<
;AT
9 A
;7>
>
> :
<>A9
U
?
6
<T7<>+
56 <
;
699C
:8:
;
;889
;>89?
66
<>+
+<RVDMN0204,%1,0I0,DMNS
;
=
; 9?6
::
6
>:
:
;
>:
C
;
8::86
OPAOPAOJPA:OLP+:
>
8
A9
:
8
;C
>
:
;
>
;8:
>
8
>
C
:
;
W 9
;
;
=
; 9
+56
9
<;
:::
9
;
=
; 9@
>
:
>
66
;
=
; 9
>
;
C
W 9
;
;
=
; 9
9 6
9
<;
::6
> 9U
?9
;
6
>
::+
889
6
>:
:
ARXYZ[\S
6
:6
=
:
<T]Y]:>:
=
:
;
\^R
88:=
;
S
88:=
;
C6
:
:Z
:9
;:
=
O
>9 ;
6:
_
;
;
:6
;
:9;A
Z: A
;
><>P^
;R
C
:6
;
=
; 9@
6
69;S
?6
6:
6
;
=
; 9@
8:
>
89:
;
>
+56
>:
:
:
99?
Q
OP56
;
=
; 9?
;
;?
6XYZ[\C
88:=
;
^
OP56
;
=
; 9@
8
:;
8 ;
O
;
;
;
`P?
;
;?
6XYZ[
\C
88:=
;
^
OJP56
;
=
; 96
B8
:
>
;;=
:
>
9>
a
>
C
>
QOP6
;
=
; 9:
6
;
=
; 9@
8
A:
C
:6
;
=
; 9@
6
69;?
a :
;A
:9 6
;:9
;A:6;?:U6 :
:
; >
;;
XYZ[\^OCP6
;
=
; 9A6
;
=
; 9@
8
A:
C
:6
;
=
; 9@
6
69;?
C9
?:U;
9>U>6
9;>:
;
XYZ[\^O>P<C
?
;:8
:
;C6
;
=
; 9A6
;
=
; 9@
8
A:
C
:6
;
=
; 9@
6
69;>9
;::
; >
;6 :
;
XYZ[\^:O;P6
;
=
; 9A6
;
=
; 9@
8
A:
C
:6
;
=
; 9@
6
69;6;:
; >
8O:
9[
89
>
P;
XYZ[\:6;bC
::
>
;
;:
:;
:bC;
9
;;
XYZ[\^:
OLP56
;
=
; 9
6
:>:
:
;
:
;C6
5:
::6
T+
" %#&
c
defghijklkmnoepnqdrstuvlswlxyvztx{w|yx}}lyxu~~|lt{~du
!"#$
!
%#&'! "'(
!
)
*+",-,./,01
*23456,.70,897:678;78:5.2<97581
=>?
@AB
CDEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE F>?
B
DEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE G>HA
B
IJK
JL
M
NOPQRS+ILMB
NTPQRC
UKC
B
IK
CK
S+ILMAB
M
NVPQRW
CJK
B
NXPQRY
Z
B
I
JB Z
J
K[B
J
AB
M
N\PQRS]I[MB
N^PQRS_I[MB
A
C
Z[`
C
B
AB
C
*]",47,::5.ab<47:7,0807/70b<4-1c
BBK
B
AC`
Z
CBBK
BBd
C
B
Ce B
Z
Z
`
Z B
DI+MC
`
C
Uf
B
ZY
C
[
Z
JC
[
Z
gC
JB
]hIM
JC
ZB
B
Z
JC
[
Z
J
S*hI]MK
B
C
A
i
Z
JC
[
Z
J
S*]*jklmlnopqlprjstujvtupwjntxyrjnt
z{{lmlnol|uo}lq{lmlnopqlpw~pwlprj|tujltusq|pwjrtt <
51HK
B
d
BB
AC`
Z
K
C
B
AC`
*
,-1HK
B
d
BBAC`
Z
BBK
C
B
AC`
*HK
B
Z
C
[
Z
JC
[
Z
J
*]IZMI+M
ISM
ZK
B
B
J
*]I
MI+M
I]M
Z*]IMI+MI]M
Z
AAB*
)52,1HK
B
d
BBAC`
Z
K
C
B
AC`
B
J
Z
IZMhI
MhCIM[
Bd*
0
,(5.58</7.b-",4<9,07-9.7b97583.5/7-758-0,-.7,078$.974,yrj|tz{{lmlnol|uo}l ~mplw~spozpqsmm{lmlnopqlpw~pwlprjtujtujtujtupwjtxt QRC
`
C
Uf
B
ZY
C
[
C
`
B[B
C
JJ
dK
JKK
C
J
A
+`
Z*
QRC
`
C
Uf
B
ZY
C
[
[
Z
BCK
BBd
JJ
D
EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE* QRHK
i
C
`
C
Uf
B
ZY
C
[
CK
B
e B
Z
Z
`
Z Bd
BB
iJ
ZDEEEEEEEEEE*jqolws~pqoml{{o}squ*M
QRHK
BBd
ZZ
BAC`
AABC
`
C
Uf
B
ZY
C
[
D
EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE* jqolwmz~zosozpq{pwwl{owznozpq{}zn}swlqpq|z{nwz~zqsopwsq|qpo{vlnoop~mplw |z{nwlozpqxt
,
,78.,<-,045<8472790,-.7,078),97581Iyrjltz{{lmlnol|uo}l~mplw~s pozpqsmm{lmlnosqpqlpw~pwlprjtujtupwjtxt QRHK
i
ZBBC
B
A C
J
S*d
BB
iJ
ZD
EEEEEEEEEE*jqolws~pqoml{{o}squ*M
QRHK
i
A
CJ
K
AC
`B
K
C
[B
JJC
Z[
K
[
B
ZA C
J
S*d
BB
iJ
ZDEEEEEEEEEE*jqolwlwnlqoslml{{
o}sq*M
QRHK
BBd
ZZ
BAC`
AABK
JC
ZB
B
D
EEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEEE* jqolwmz~zosozpq{pwwl{owznozpq{}zn}swlqpq|z{nwz~zqsopwxt :
,45<8.,3<62,89,9,8-7580,-.7,078),97581jyrjrtz{{lmlnol|uo}l~mplw~s pozpqsmm{lmlnosq|pqlpw~pwlprjtujtupwjtxt QRHK
A
C
Zd
BB[
EEEEEEEEEEEEEEEEEEEEEEEjqolw|solqpovlrpwl
swn}¡ut
Z
ZEEEEEEEEEEEEEE*jqolw|solqpomsolwo}sq¢lnl~vlwuxt QRHK
@i
C
Zd
BB[
EEEEEEEEEEEEE*jqolwlwzp|uoppqllswuo}l|l|sol pro}lmpsqzmmvll£olq|l|u{n}s{¤{z£~pqo}{x¥t
¦§¨©ª«¦ª¬§®¯¦°
±²³´µ¶±µ·²¸¹º»¼½¹¾¿À¹¸
Á
Á
ÂÃÄÅÆÇÈÉÊÉËÌÍÃÎÌÏÂÐÑÒÓÔÊÑÕÊÖ×ÔØÒÖÙÕÚ×ÖÛÛÊ×ÖÓÜÜÚÊÒÙÜÂÝÞÓ
!!"
##
!$%&
$$!
!
%
$
'
(
)))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))))* +,-./01232.4.25-6500/6.027.25-68927940/-5-:2670232-4.50;<= *>?@ABCDEFGHIJGKLKLMN
!
O$!
%
!
P
%"
Q
!"R
$%&
P
*$$!
#
%
P
$
%
P
%" " !# &
Q
%
S
%
#%
P
&
TUV%O'
#
#TUV
"
!!%
P
&
#
%
Q
!
%
P
$
%
P
%P
%
P
&
#
%
Q
*
C
$%&
P
*$$!
#%
P
$
%
P
%" " !# &
Q
%
S
%
#%
P
&
TUV%O'
#
#TUV"
!!
%
P
&
#
%
Q
!
%
P
$
%
P
%P
%
P
&
#
%
Q
*
W
TUV
%O'
#
#TUV
"
!!Q
&
%
#Q
%
!
"
%
%#
X
#
Y
*
*R
!
P
&
!Q!
%
P
$
%
P
%
Z*
[
\
%()))))))))))))))))))))))))))))
%$ %$
P
*R
!
"
!!!
%
!!"
!
Q!
%!!&
%#
%
Q
(
+]9556/5-/50-5-/5^+:=_+/=_50+^==`a^-5/1/7.25-2634:/_.9/-4:20/7.05115b/08211c/5^^/0/:5-1;^50 :26.02cd.25-6.94.85d1:c//12e2c1/05115b/0:26.02cd.25-682.95d.0/e40:.5]5:/fghi+4=+j=+a==( k
TUV
*
F
TUV
#O'
#
#TUV
*
I
TUV
Q
!
$
#"
##
!
!
Q!
%!!&
%#
%
Q
"
%
%##
l>mYZYnZYZ*
$%&
X%
P!
R
#
!
P
P
*>R"
!!Q
P
&
#
$
P
#
P
**
!
#
%
#
%
#
%
()))))))))))))))))))))))))+op.25-41<,-./04:4./
c/.8//-q4079rs_rhrh4-:t/7/3c/0ui_rhrh<vqt:26.02cd.25-6c/^50/.9/6/1/7./:/^^/7.2b/:4./ 695d1:94b/^51158/:p14-./0362-/^^/7.c/^50/.92643/-:3/-.<= *wIIF[xDEFACxFM
X
#
P
&
U%P yRR%
$%P
P!
%
%R%R
!
%R
!!"
#
()))))))))))))))))))))))))))*+op.25-41<,-./04:4./-5.14./0.94-t/7/3c/0ui_ rhrh<=
z?{|}~w
}?z|??w~z{wAA|{?|
{|
*mzD[CxDJM
X%
P!
"
!!$$!
P
*YQZ%
P
*Y#Z
!
P
#*
*}JGJCEDGH?FCxFkADHxGDWxDJH
* Q
P
$%&
#
P%
Q
#
P
*Y#ZY>ZR
R
!
#
#
&
# !
%%
%
&
%
T
!
#V
%
Q
*
PP
%"
P
Q
#
%
Q
#
!!Q
!
#
!
P
#
P
*Y#ZYmZ
#YZ*"
&
%R
!
U
%P
!
%V
#
!
R
#
!
#
#
&
# !
$%
#%
%&
P
R
!
#
#
&
# !
%
&
%
T
!
#V
%
Q
$%
%
%!
%
%!T
%
X
%
n*
$%&
P
"
!!$$!
"
#
!
!
$%
!#
%
Q
%
%"
$$!
PQ!
$!
%#
%
&
!
Q
%!!"Q!
#
%
Q
*
*?FCFxJIkDHxGDWxDJ*
!
$
%
%!!&
%P
%
Q
R
%
P
$
" %
P
&
%
&
%
T
!
#V
%
Q
Y%
!
#%
%
!
Q!
%
%
$!
#
#
#
l>YPZYZYZZR
# %
%$
%
#Q
#
%%
P
$
#
%
Q
R
%%
P
%
Q
!
R
%!!&
%P
%
Q
R
%
'P
#
P #
%
Q
*
*>AFIDDxDJJI}JGJCEDGH?FCxFkADHxGDWxDJ*X% &
%
T
!
#V
%
Q
#
%
Q
!
#
#
&
# !# %
$
%
#Q
%mR
#
#
V
P
Q
%R
*
!
%
&
%
T
!
#V
%
Q
!
#
#
&
# !$ %
X
#
%!!$!
#Q
O$!
%R%
%
!
#
$!
%#
P%
Q
#
#
l>m>YQZR
YPZRYZR%YZR
!!
'P
#mRRY%
P !
%
$
P
#
P
*Y#ZYZZ*
¡ ¢£¤¥£¦§¨©ª«¡¨¬¡®«¯©°¬±®²²¡®ª³³±¡©°³´µª
!
"
#
$
%&
"
"
'
&&
!
&
"
(
"
'
&&
!
)
*+,-./01
2*+,-.-2*3,/4*3+0/-05
)6 *7789:;<9=>?@"
A
&
$
((
"
(
(
&
(
)
&
)$
((
&
)BC!D
&
)BC
D
&
)
&
)B$
((
&
)BC!D
&
)BCD
&
)
) ->:EF;GFH8=;>89I9<)J$
"
"
""
$
$
((
K"
$
"
LMC(DCDCAD
#
K
"
(
!
N&"MK
(
!
KK!
!
OP6KQC
&"
(
&
&
)BC
DC6DDOPKKQ
!
!
O6RC
&"
(
&
(
&
&
)BC
DCDD"
(
"
!
&&
!
"
(
"
QO
"
"
(
"
!
&&
!
"
(
"
QC
S
D)@"
(
&
!
&
)BC
DCBDK
K$
((
&
&
$
"
#
)
)B 0T<F>G9=>=U:FE<;9>EF7;VIF><G)#
"
"
N&"MKK"
WC6D
"
(
&"
&&
"
(
K"
%
"
X%
YCD"
"
$
!
%
!
"
X%
YCBD"
$
Z
!
S
(
&"
%
"
&&
"
(
Y
CD"
$
"
X%
"
(
"
LMC(DCDCDCD)@"
(
&
!
&
)BCDCBDK
K$
((
&
&
$
""
(
%
&
!
"
&
)@"
(
K
"
$
(
&
&
)BCDC6DK$
!
N&"
MK
&
!
B6K)@"
X%
K
"
$
(
&
&
)BCDCD
$
!
)@"
(
"
&
)B$
!
((
&&
&
$
"
&
))
J
&
K
!
S
((
&!
&
K
"
Z
&
!
CBD
&"
O
"!Q
&
!
"
)
*+,-./0[
\*-]0+45^_^_+0`a-+0bc-3-cacb-d,+-ea,-43df+cbGg
)6 *7789:;<9=>?@"
A
&
$
((
&
!
(
K
&
6ChD
K
"
KN
&"
KBC!D
K
MC!D
(
!
(
)@"
&
)$
((
(
&
))
) \;9iFEjHFU;k8<7E=i9G9=>?@"
&
)$
((
"
X(
"
&
&
)C!D
C&D)J$
"
"
(
"
N
K$"
"
&
(
&
$"
$
"
!
S
&
N
K
$"$
"
"
S
!
&
!
"
C6D
S
"
N
KCDX%
N
$
&
"
!
&&
&
$
""
(
&"
!"
X(
&
))
J$
"
"
(
&"
!"
(
&
)K
&
(
&
$
!
((
h
&
$"
"
&
"
!
)"
(
&
&
&
(
h
"
&
"
"
%(
&
&
K"
h
"
&
"
!
%
&"
(
L6CDClDCD)
)B b9EF:<E=88=iFEG?J$
"
"
(
"
S
!
L6CDClDK
( (
((
"
&
(
"
K
&
!
K
&
!"
X(
&
)K$
!
!
!
)
&
!"
X(
&
)K"
&
$
!
mnopqrstutvwxnywzm{|}~u|u}
u~
u}m~
!"#$#%$#$&
&!'()*+*,*-+./012'.3
4
5
!"#$#%$&06767
12'.3
4
4
#
8
8
"
5
5 8
4
98
":"$
5
!"#$#%$#$&0;<,(+=(=676712'.3
8
4
#
5
>?@
$
A8
5
#
A8
5
5$
5 8
:
B
#B
A8
5
5$
5 8
5 8
C
5 :8
"
&
& D+.,EFFG(+,HEIG(+,./9
5 8
5
5 8
>?@
JA
>?@
8
9
5
5
#
5
8
$
5
8
>?@
5
!"#$#%$#$&
KKKKKK
L
9
A
5
: &
M
N
M
J8
N
N
J?OPJ>
QRSTUVQUWRXYZ[\]Y^_`YX
abcdefaegbhijak
lmnopqrstsuvwmxvylz{|}~t{t~|
t}t|l}
!"
#$%&'$%&(()*$+,%$%&(-%./0%#.(#&')(1%0,#2.1#&3%-
#0(*.,%4
+0%#$5,%
#6789:7;<;6=>>=?9:@=6<9=7>#A=;6A=;9 BC
C
D"
C
C
E"
D
F "C
C
"
G
-H8=IJ=6:;K7>:;?7;J:J9=;98I7@:J:7;J BC
C
C
E"
C
L
C
"
F
C C
C
L
" C
F
C
M
C
E"
F
C"
C
"
"
N
C
!
FC
C"
C"
O
P&HAQ=I:;KRL
" C
F
C
M"
S
T
C
C
"
"
C
E"
BC
"
D
N
C
C
M"
"
C
E"
"
M
M C
D
N
N
"
U*;9=;9:7;V.7;J9IH?9:7; BC
C
"
"
C
E"
"
"
F
C
W
"
C
C
"
"
XYSTZ
N
"M"
[
\ C" M C
N
C"
XYSTZM
""
"
C
"
"
"
!
YS!TZMFC
C
""
M"F
""
C
"
M
M"
YSTZ BC
C
C"D
"
"
D
F
C"
"
N
"
C
F
CMFC
C
CN
"
D
"
C
"
C
"
G%>>=?97>JHQJ=]H=;9I=J9<9=A=;97I<A=;6A=;97>+^<;R C
"
C
E"
M C
C
C"
"
"
C
"
C
C
"
"
C
F
D
D
Y
N M
C
E"
"
""
FC
C
"
C
Z
C
"
"
" ""
""
" C
C
L
D C
F
"
C
D"
D
_
"
L"
M
`
U
YaZ"
b
" "
WC"
N"
C"
C"
"U
YaZ
"
C" "
D
_
"
"
"U
YaZ
"
M C
C
`Y"
N
`ZF
"
"
"D
" C"
O+I=J=I@<9:7;7>8I:7I<A=;6A=;9JR C
"
C
E"
"
[
D
M
X
"
"
C
M C"
"
C"
"
"
F
D
D C
M
OY"Z
L"
M
C
"
"
"
C
!
M C" "
"
M
F
C "
N C
C
M
OY"Z
Y"ZcdBC
"
"
"
C
E"
#0(*.,%e
*'%&(*f*.#(*)&V%,%.(*)&-
*6=;9:>g:;K:;>7IA<9:7;R
h"
ijjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjj
h"
E"
ijjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjjj
B
E"
YklmlnopqlrpsotpqumZ
vwxyz{vz|w}~v
vwxyz{vz|w}~~
~}
¡¢¢££¡ £¤¥
!
"#$%&'#"($)!
"$%&)
*+!
,)!
" +
+!
!'#"($!
$
"-$%&
)+!
)
)!
"'$%&.
)!
"
,!!+/!!
!
$
"0$%&'-"/$)!
"1$%&'02"/$)!
"
$3%&4
!
%&5!6*
6
789:;<=>?>@A:ABAC:DEFG!
)!
H
!
!'#"($)!
I)
*+!
,)!
I
)+!
)
)!
.
)!
F.
/
)!
H
!
!G!
)!
+
+!
!.
)!
-J=>K9BA:LM8>NBAC:D !
/
O
+
!
!
,
+
!+
' +,+ #
!
,
6!
I
'+!
+
!
' 5+
+
! +
+
,
+
I!
+
+!
+
!
!
! +
,
!+
+
+
!
P+
+P
!
!
!
+
! "$I +
+
5+
!
P+
+!
-
## +,+#1 5+
P
,!
+
! !
!
! +
P+
+ +
!
Q
- )
!
!
+!/'#"($!
" !
!
!!
$
!
O
!
+!/
!
+!/
Q
' G.!
Q
0 .
/
.P
/
,
/
!)!
!
2
Q
1 5+
)!
P
!
.
P
+
+
0*
!
!
, +
#*
!
Q
2 ./R
0*S
!
!
!
P+
#0 +,+#T!
6
!
+
/
!/R
Q
U V
+
!
P
+
,!
5)5
!
Q
T 5+
G
!6
!
!
!
#W
!
Q
# 5+
!
+
!,
*
/
Q
##
!
!
/
.
Q
#
!
. !/
!
!
Q
#- )
!
!
!
Q
#' .
!
!
!
!
X'#0
Q
#0 '-"/$!
!
/
!!
!
Q
#1 .
!
!
/R
!6
!,
YZ[\]^_`ab^c`d
"!$%&
! ! efghijklkminopligqrkstuvmgwuijktxkuvxkuiy "/$%&z
!
! {nxhrkikijnmkmkqignumgupligqrksonl|jgqj}n~vnunitqqkhi ijkvkot~riijkumgwuijktxkuvxkuiy
'KBAN8>AKB
C=BAC:?ADBKABAC:D
+
!/
!
/
PI
'
Vz5!
5
G."G!
+!
.
/
$I+
("!$ G.!
!
!
!/
I +
! !!
6
!
'
"/$I"$I"
$I"
$ ekrkqitrrijtithhr}y
"!$%&
'!
!
!#II
!
!
"#$/
P
"#$%& "uiklvtiktoiklkqkxklsy$ "/$%&G.
!
/
!
!
P+
+ +
)!
!
"$%&G.!
!
!
!/
+
P
,
mkrkqinuknlxnlk
"#$%&)
*5!6
.
!
"$%& +
.
!
"-$%&
! +
,
/
"
,!
+!/
/
!
G $
¡¢£¤¥¦§¨©¨ª«¬¢«®¡¯°±²³©°´©µ¶³·±µ¸´¹¶µºº©¶µ²»»¹©±¸»¡¼½²
!"
#$%&'
(
#
)"
*"(
(
"
+,%
#-%&'
(
#.%&'
/ "0
(
#1%&'2"
"
#3%&'4
(
566666666666666666666666666666789:;<=>=?@A@;=BC>=;=D8@AE<B=EA>AF; :9<G=H;;F>@:HD=;@FAI
#
%&'+4"
" "
"(
*
J"
"
*"
#
%&'4
(
"
"
"
5666666666666666666666666666666666666666666666666666 789:;<=>=?@A@;=BC>=;=D8@AE<B=EA>AF;:9<G=H;;F>@:HD=;@FAI
-KLMNOPQRSTUVWNXNYZ[
-#"%
\
(
!4]
(
)
J"
"
*"
^ *
"
"
"]
) *
" *
J"
"
" "
")
1
#"%&'4
(
!4
J"
"
]
,_2(
"
"
*
#
\
(
]
)
"
"
*"
^ *
"
"
"
]
) *
" *
J"
"
" "
")
1`%\
"
"
]
*
- - 2*
(
"
4
(
^\^a\
0
"
(
]
7bc;@FAEBd:=B=H;=@;e=DFD<F;eF?7fIFD7gIId
#^%&'
- -
(
"
6666666666666"
*
"
h"
"^\ *
"
-#"%#% 7iA;=D>E;=FAFDE?;=Dj=H=8<=DkflgmfnoI #%&'
- -
"
(
"
6666666666667=A;=D>E;=FAFDE?;=D;e=
>E;==A;=D=>@Agop7EI7fIEA><=?FD=qEA9EDCflgmggI\(r *
"
/ ("s
t$^^#
%#.% *
0 "
"(
.KLMNOPQuSvwxyQzLT{PQ|}L~QYQ|NONzLTUV[!4 "
)
(
4
)
"
""
J"
"
]*
*
J"
"
4]
(
"
"
(
]
*
"(
"
.\ *
J"
"(
"
]
*
)"
*
-/
"
]
"\(
) *
^/
"
*
-/
"
#"%&'~QYQ|NONzLQPQOMN}Y[2*
)
(
4
)
"
"
"
"
"
*
^/
"
*
0
"
*
"
"s
"
7=B=H;FA=F?
7fIFD7gII5
#^%&'vwxQzLL{PQ[2*
^/
"
"
*
)
(
4
)
"
"
#%&'N|Q
QOMzYOT{PQ[2*
0
"
"
*
)
(
4
)
"
"
#(%&'vwxQzLL{PQ[2*
^/
"
"
*
)
(
4
)
"
"
#%&'N|Q
QOMzYOL{PQ[2*
0
"
"
*
)
(
4
)
"
"
#
%&'}LMQLQLN}[2*
*
)
(
4
)
"
"]
(
(
"
*"
4
(
^ *
6666667=A;=DEA98<=DF?C=ED:lAF;=H==>@A;=A;eI "
]
) *
" *
J"
"
" *
#
%&' MQL7j=:HD@<=l=ool;e=fm=ED9B=EccB@=:;FEBB=A=?@H@ED@=:F;e=D;eEAE:9D@@A:cF9:= =A=?@H@EDCoI
1KLMNOPQxKT
TUVzNQLRxyQzLT{PQ[
*
*
]
(
]\(
"
"(
J"
"
]
*"
*
0
(
*
-/
"
(
"\"
*
"(
"(
"
*
0
]
"
z ¡}QMQYN}Y¢NM}{MLQ£{QM[2*
1 "(
*
"(
"
(
"
*
0
]
,_2"
#(%&'¡}MKP[
1]
¡W" *
J"
3KLMNOPQ¤SWW
XP}QQ 2*
"s
*
]
)
"
]
*
)"
2J2
7=B=H;EBB;eE;EccBCoI
#"%&'
2J2
\
"
(
)
)
(
]
"(
"
""
)"
J"
"
7He=H¥EACFDEBB;eE;EccBCI5
¦§¨©ª«¬®¯°±§²°³¦´µ¶·¸®µ¹®º»¸¼¶º½¹¾»º¿¿®»º·ÀÀ¾®¶½À¦Á·
!"
#$%&'
("
""
)
"
)"*
*
#
(+%
#%&'
("
""
" )
(
*
#,%&'
("
""
*
#
%&' !"-
("
. "/
"
*
#0%&' !"-
(
*
#1%&' !"-
(
*
*
2
3#4%
#*%&'5)
6
(
6)
)"
("7"
"
"
575
89:;9<=>?@A=BBC:=CD@>@C=EEB?C@FGHGIJEB@?;;KLM #$%&'5)
"*
"-
)
"
#%&'
"
"
#,%&'
"
""
#%&'
"
*
( )
" )
)"
)
)
) )
7"
N
"O )
575
P"
8K;B;9C@>;LM
#$%&'5)
"
" )
"
6)
)"
P
"
("7"
"
#%&'P
*
MQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQ
#
%&'
"
"
R
O )
6
(
"
575
/
89:;9<=BBC:=C=EEB?SK;;C:;T>KCAU9CT@>KLM
#$%&'
*
""
(
)" 6
*
/
)
7"
)
"
)
"(
"
4
6)
)"
(
"
#%&'P
*
MQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQ #
%&'
"
"(
$O )
575!
(
8K;B;9C@>;LM
#$%&' V"
#%&'5)
"
"(
)" "
("7"
"
#,%&'(
QQQQQQQ8W=>>@C;X9;;D=Y;Z[L\
]^_`abcdefg^h^ijkalml^m`nlj`abodpd__jcq
)
"*
"
*
6O
]
Rr5""
"
"
"
"+)"
/
$s"7"
"
t
"
5
"
"
" $0s
"
O9@JEB;C;8=Lu;B@v=>D8uLTw=EEBT9=uB;\\
#"%&'
]"
"
)
" )
"
"*
(
("
P
*
,$O
$]O
"
"
#$%*
6
#$%&'QQQQQQQQQQQQQQQQQ #I>C;AD=C;@>@A=wC;AC:;wTAKCD=?@wC:;wTAKCEB=>?;=Au;YT>>T>Y =wC;Ax;9;Ju;Ay[zZ{[| %
#*%&'5)
6
(
+ " )
6
"# )
"
)
"
)
*
6
"
+%M8};B;9C=>D9@JEB;C;@>;@w8[Lz8ZLz@A8yLu;B@v\G:;A;KUBCT>Y K9:;DUB;JUKCK=CTKw?W@D;~{[8<L8[yL8WL8TTTLLM
#$%&'od`jacdbdmcd5)
6
(
+ " )
6
"
HB=>;=AK[ZJUKCu;u;Cv;;>y=>D[{\y[J=?>@C;X9;;D[ 7"
N
""
"
"7"
"
"
P
"7
"(
$s#
)"
,"
)"
$%
s#
)"
,"
)"
$%
,s#
)"
"
)"
$0%
s#
)"
0"
)"
$0%
0s#
)"
1"
)"
$0%
1s#
)"
1"
)"
$0%
s#
)"
1"
)"
$0%
3s#
)"
1"
)"
$0%
]s#
)"
1"
)"
$0%
$s#
)"
1"
)"
$0%
$$s#
)"
1"
)"
$0%
$s#
)"
1"
)"
$0%
$,s#
)"
1"
)"
$0%
$
"
)
"
s#
)"
1"
)"
$0%
¡¢£¤¡¥£¦¢§¤£¨¨¤£ ©©§¦©ª«
!"
#$%&'()*+,-./*01*2
"
"
""
"
""
"
3444456789:;;8<=6>=6?678@7A:
8<=6BCD
E
"
""
"
""
"
3444456789:;;8<=6>=6?678
@7A:8<=6BCD
E
F
"
" G
"
"
"
"H
I
"
E444J
" "
"K
4444J5678@7A:8<=6BLD
"
#M$%&N*1./(O*PQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQQ
RS/T(.U*VWX,-YZ*/[(.*N(1T/(O\T(]-1
G
"E
"
E
I^
R
_`a" a
b
E
" "H
cd
"
"
H
"e
f#E$"
^<:gh5=Di<:gh
5jD87;k:glmn=6=o:oA:=8:A8<=6LpqrsmtA8lg9:BC=kk9l:;ul8=kk9l:;87=99tgg7v68;:wg:k8=;9l@l8:?l6 tA8lg9:BCr
#"$%&
R"
"
G
" G
"
"E
H
H"
x
E
MR^Rc^
"
"
#R$E
I
#R$%&44444444444444444 #y68:A?=8:767A=m8:A8<:mlA;8?=n7m8<:mlA;8k9=6n:=Aj:ol66l6o =m8:Az:g:@j:A>Bu{CBp $
#E$%&H
" IG
G
b
E
"
44444444444#y68:A=o:oA:=8:A8<=6Lpqr$
S|},~
SNZS'S|
|
~},SZXZ~|VW
M RSU(.0T(]-2aG
MI
"
G
"
"eR#$"eM#E$"
"
"E
H
H"
x
E
MR^Rc
M ]-**+]/10*0/O]/-]T(.*2 G
"
""
"E_
E
^ G
G
"
"
G
x"
"E^IG
G
"
"
""
"E_
^"
G
"
"
F
""
"E_
I
^ G
"
F
"
"
"E_
G
"
G
"
G"E
E
eR#
$#RR$#R$^
G
"
"
M M|*T/]0.T([*0+]T(]-2
G
"
" "
H G
"
"
""
"E!" G"
^ G
G
""
G
"
" "
I
G
I
G"
G
G
"
"
#$ G" G
I
"
""
"E_
E
G
"
"^#$ G" G
"
F"
G
x"
"E G
"
"^"
#$ G" G
"
I
E
F
G
xa
G
"
" I
^
G
"
G
"
"
G
M G
"E
G
G
"
"^ G
"
"E_
E
E
"
" eJ G
"
"
"
M eN*(-(T(]-12aG
I
H
G"
G
"
H
G
G
""H"G"
G
"
"
H G
"
E
"
#"$Z0*0/O]/]-*U*.T([*~]-T/(O\T(]-
"
"
E
E
eR#$#R$#$
eR#$#RM$#x$#
$#$"
" MJ
"
#E$aG
SN}*1T
"
G
eR#$#M$#
$
#$aG
SNZ0*0/O]/
"
G
"
G"E
E
eR#$#R$#$
eR#$#RM$
#
$Z0*0/O]/0T.U0-
""
IG
G
H G
"
" G" "
"
I
"
" G
H
E
E
a
"
H R eR#$bM#$a
"
H R eR#$bM#$#$
#
$Z0*0/O]/]T(.*
"
E
eR#$#R$#x$
eR#$#RM$#$
#$S~S
""
"
E
"
H
E
eR#$#RM$
¡¢¡£¤¥¦¤§¨©ª«¬¢©¢®¯¬°ª®±²¯®³³¢¯®«´´²¢ª±´µ¶«
!"
#$%&'()*
+&$%,-#./0%&/1.&2%$&+3%&/1242)'3$)#567889
: ;#<<=>5?6>@ABCD
:E
"
F;G D
H"
"I
J
H"
K":LFJGH"
K"
M
":NOFJGH"
K"
FG D
:F"G D
: "K
D
"
:F"G
: .>P6Q>RS6>@A#S6T@Q>UVWBX
"
J
:FJGKFGKF
GK"H"
"
"
Y
"
J
ZNKF
D
[
J
G""\I CD
H"
"
"
Y
D
J
ED
D
D
H"
"
D"
:F
G
CD
ZNK
D"J
J\I D
H"
"
"
E
D
D
"
D
[
J
J D
"
"
"
J D
"
"
J
]:;:FJGKFGK
F
GKFG ^E
K
D
H"
"!
HD"
H
H"
F D
"
ED
D D
J
E
D
"E
E" "
"!
HD"
H
H"
GK"
D
H"
"
D"
""
K D
H"
"
"
"_
"\I
" "
[ D
"
`
"
[
"[
Nab CD
H"
"
""
"
[
Y
"
D
"
"J
"
"
\I
: L.Vc>A>6>@APBCD
E
[
" D
:"
:d
F"Gef+#.g
"\"
D
I
J
J
]OF GFGF^GF
G \I
J
"
[ D
;h
"
J
[
[
D
"
ED
D"D
D
H"
"
J
ED
D D
[""
"
[
J
J D
H"
"
"
i
FJG
e)=>j>R=V#W@<6VVg
"
"K D
D"
"D
D
H"
"
k
KEDD"
" "
"[
;l
D
"
"
""J
h
"
D
"
"
""J
h
D"
"
"J
["[
"
J "
"["
"
J
"
"
"
"J
D
"
"
"
D" "
J
X
" D J
[h
"
"
CD
D"J
"
"
"
E
DH" I`
h
l
: :$@==@mVQBH"
"
ED
\I
D
H"
"K
D
H"
D
D
H"
"
"_
J
K
"_
J
"
"[[
["
"
X
D
"
D\I CD
H"
E
" D"
J
""
J
"
J
h h
"
E
D
"
J
: N$V=>?A5VBCD
H"
"
"
"
"k
"
"J
"
D" D
"
[
J
"\I
D
H"
" D"" "_
E
[
D
"
:
26?6SPB\I
"
[
J
J
D
J
["
"
]:;F"GFL;GK D
Y
]:FGK D
"
" E
DD
[
]L:NFGF;G
#$%&'()n
$)f3&$).+)o&11&1o.#%)42)'3$)#56788*
N ;#<<=>5?6>@ABCD
NE
" ""
K
["
E
D
["
!I
Y
J
"
"
I
J
L;K;a
N .V=?p@c$VqS>QVW+Vj>AA>Aj.?6VB
H"
"
kID"
J
"
D"
; D
"
"
"E
[ D
" D
H"
"
" "
"[
O
["
H"
"
kIK"
H"
"
E
J
"
""
D"
NrE
D
H"
"
E""Nh
E
F"
]:;
F
GF;GFGG" D
H"
s
"
[
D
"
"
" D
H"
"
" "
"[
O
tuvwxyz{|{}~u~t
|||
|t
!"
# $%&'()*+,-)./-0(.-'1)2"
3"
"
4
3"
"
567"
4
3"
"
5
6
8 "
"
4
3"
"
5
8
7 4
4
!6 4
8
9
:
8 :6
:
$; 4
"
"
"
"
9
8 4
"
"
"
94
4 4
3"
"
7:6
:
$; 4
"
"
"
94
4 4
3"
"
9
4"
" "
"8
7
"
<9
7 4
9
"
4
3"
7
4
7
"
8
"!6
:
6
:
$; 4
"
"
"
94
4 4
3"
"
9
4"
" "
"8
=
# >,[email protected]'1)2A4
9
8
" 4
#"
#B
C"D3"
"
"
EF@@?G.?HI*/.-G-&*1.J
4
3"
"
9":
"
K
$7;L>L
C:D
EMN,J
"
O
!
6
:
"
:
P>;C"DCLD
CD3"
"
5EMQ,J
4
3"
"
5
O
8 86"
"
:
P>;C"DCLDCD7
""
:
#
# #R&.-'1*+,-)./-0(.-'1S-T-1U2 4
#C"D 4
# # "7 4
8"
:
"
3"
"
9
:
" 484 4
#4"
:
"
6
:
"
4
""8"4794
4"
!679
:
"
"
8 :
:
4
P>;C"DC$;D A4
# #
9
8 :
:
"
6
:
$;7;77
"
7 4
"
#C"DCD
FMSVWXYZ
QY[Y\VWVFM]MN,%^%YW_MYFG.`abc
d ;F&&+-G*.-'12A4
d9
" ""
4
4"
6
3"
A4
9
" O"
"
:
P>;C:DC>DCD
d Y@@?G.-e?,*.?2f
"
d >7
d9
" 3"
"
94
"
4
6"
4
g
"7 4
6"
4
K"
";7
4
"
"
8
""
C"
P>;>C
DD7 4
6"
4
K"
";7 A4
6"
4
d
4
"
"
h:"8"
"
9
:
4
"
P>;C:DCD
d #
8"
8 4
"
"
4
"
"
3"
"
94
:
4
6"
4
d $,?*.i0?@'/?MQ,2 4
3"
"
:
4
3"
"
567 4
3"
9
:
:
4
3"
"
5j
"
4"
"9B
k*l[',?)-U1*.?HQ?1?@-G-*/m 4
6
8 "
""
:
$ 4
"
9
8 4
"
"
" 4
3"
"
n
" 47 4
"n
9
:
:
4
#ho
"
k0lY+-U-0+?,?)-U1*.?HQ?1?@-G-*/m2 4
:
"3"
"
5"
"
8 :
6
8 "
"7 4
"5
9
:
:
4
f
"
4
;h
o
"
"
A4
"
"
"
4
f
"
4
;ho
"
d
4
":
"
d7 4
3"
5
9
4
8"
4
#h
o
"
9
"7:
8 4
;ho
"
4
#ho
"
"
:
"
"
4"
4
"
6
:
$; 4
"
"
"
94
4
:
9
:
O
:
8
4
f
"
7:6
:
$; 4
"
"
"94
4
"
4
4"
" 4
3"
"
nC7
"
":
7
8
nD
" 4
kGlR.i?/,?)-U1*.?HQ?1?@-G-*/-?)2 4
:
4
3"
"
5"
"6
8 "
"94
"
8 :
6
8 "
"7 4
4
"5
9
:
:
4
;ho
"
pqrstuvwxwyz{q|z}p~xx
x
xp
!"
#$%&'()*+,-./*0
1
"
"
2"
"
3"
4
15
4
6789
"
:;
4 4
2"
<
1
4
"
"
4"
=
1 >7 4
4
"<
? 4
"
4
2"
"
3
" 4 @!="
A
1
1
4
"
4"
"
B CD*+EF+GE*,-HD0 4
2"
"
"
4
2"
"
3=: 4
2"
"
3
"
?
<
1
1
"
" ""
"
4
4
1
1
?
" 4
"
4 "
"
I
" 4:
? 4
J
"
:":"
4
J
:
1"
"1
?
"
4
"
"=
?
"
" 4"
"
?
1
=
?
"
": 4
2"
<
1
4
"
?"
"
4"
=
1 >7 4
4
"<
? 4
" 4
2"
"
3
" 4
B KH*L*GMNM+,OD*+EF0"
?
1
=
?
"
"
?
1
4
J
"
1
?
1
4
"3
4
2"
"
3"
: 4
2"
<
1
4"
"
4"
=
1 >7 4
7 4
"<
? 4
" 4
?
1
=
?
"
"3
" 4
":
"2"
"
1
4
="
4
B:"
4
1
"
"
4
="
:1
?
1
4
1
"3
: 4
2"
<
1
4"
"
4"
=
1 >7 4
4
"
<
? 4
" 4
1
"3
" 4
B BPQ*RGS+TR,MEO0"4
4
2"
"
<"
?
1
4
J
"
:
<4
4
4
"4
4
"?
!"5
: 4
2"
<
1
4
4
3"
"
4"
7
""
4"
"
:
4
4
4
<
"
?
1
=
?
"
":4""
"1
4
"
"
B UD*GMLMEMRLVWRX*,+EMLQ,./*V0Y4
<
?
"
"
?
" 4
B"
BZ
["\
6-SD;
"
A
!
=
1
"
1
]C7["\[^\
[1\2"
"
36-HD;
4
2"
"
3
A
?
?="
"
1
]C7["\[^\[\
"
4
2"
K
[\
1
"2"
"
3"
"6D*VMQL+E*$H*L*GMNM+,O;
4
1
"
"
<4
"1
" 4
"
[<4
4 "
"
?
"
1 4
2"
"
"
"
4
2"
\"
<4
"
?
"
1
"
]C7["\[^\"
Y
"
?
]7 C7["\[^\8C:_`8C"
8K
[
\
"
"
6a/MQMb/*D*VMQL+E*$H*L*GMNM+,O;"2"
"
4
"A"
""
=
?
"
""
[7\ 4
2"
"
3
:[\ 4
2"
"
34
<44"
"4
4
"?
!"5
:[>\"
"
4"
7
"
?
4"
4
2"
"
:[C\"
"1
":"
]U[
\[U\:[K\"
"<44"1
1
4
"
["
]UU[\[\\"
"
"1
? 4
:
"
"1
"
"
?
1
=
?
"
"
"
]C7["\[^\[c\[
\"
[ \
[
\d4
4 "4
4"
"4
4
"?
6S+TR,MEO;
]C7["\[^\[\"
"
"1
?"
"
?
"
4
[\Y4
6eMG*afX*NE+LNO-./*;
1
?!=
1
]C7["\[^\[\[
\"
4
1
4
2"
[?\Y4
6g()*+,-./*;
1
?!=
1
]C7["\[^\[\[
\"
4
1
4 2"
[4\Y4
6&'()*+,-./*;
1
B >[
\
hijklmnopoqrsitruhvwxyzpw{p|}z~x|{}|p}|ypxhy
!"
#
$%&'()*(+*(,'-.
/
"
"0
1
"
0
0
""
0
" 0
"2"
"
"
#3$%*+4(4)*5&4(*(67*.
0
"2"
"
8
"
"
"8
0" "
9
1
"
""
"0
""
"
:
"
;
<= >=#"$#
$?@ABC"
DA"
<>=#"$#
$#E$#
$
FGHIJKLM
LNHLO%IPOPQRSTLFGGUKLQPGGVW%XJFGL%YZZ[\
] =F++7,^4),'_.:0
]9
"
`
1
"
A
;>=#a$2"
A2
?
0"
;2"
A!
20"
2
2"
A>D#1$2"
A"
>b]#1$2"
1;
"
" `
2"
>b]#1$2"
1 "c?
c
"
0
0"
]#1$d 0
9
A
e"
"=A
] f4,g*(h-*i467)+('g,5,'_.:0
1
""
"1
2"
"
9
0"
0
c
0
"
1
0
"
" :0
"
0
"1
"1
"
9 1
c
0
1
A
0
]#"$ 0
" 1
c
0
1
"
j
] DW*i,_,),'_5.:0
9
;
" 0
]"
]k
#"$lGVW5m
"
j
1
1
<>=#"$#
$
#1$:0
lRST*4(G67*m
1
;!`
1
<>=#"$#
$#$#
$"
0
1
0
2"
#$lF++7,^4n7*o4(),^,+4_)F^^'6_)m
"
0
"
;"
"2"
"
90
; 0
"=b?=
A 0
c
0
"
13
0
b?p
"
FGHIJKLq
KPOrSHLGVoFGHSHIVLLVoKPTLL%X%LJUGLYssZ
@ =F++7,^4),'_.:0
@9
"
0
2"
">=#a$2"
0"
"
2"
p
"1
;
;"
`
1 D=A
@ KHoHLt+7'u**W*i*((475.
:2:
9
1
;
1
"a
`
" 0
2"
:2:
0
`
"
0
2"
0
8
:2:
`"
0
"
:2:
0"
`"
:0
0
2"
"
;
0
A1
"a
A"
0"
;
" 9
"
:2:
@ DK,t,)*-o4(),^,+4),'_.
:2:
90
;
1
"a
`
"
@ 9
1 "2"
"
9
0
;"
`
""
"
""
c
" 0
9
@#"$A"
:2:
9
1
;
1
#=$
"
1
A
; ?0
"
""
"
"
0"1
1
A#$
"a
"
? "c
"
1
A#D$
"a
1
#
0
9
0
2"
8
"
"
"
1
$A#>$
"a
1
1
<>@#j$
@ >%4),5i4^),'_'iL7,v,n,7,)uJ'_-,),'_5."
90
"
:2:
1
"
;"2"
"
A 0
"9
;
1
"
:2:
A1 9
"
"
"
0
2"
0
"
"
"
0
;"2"
"
A
c
"
@ b
@ bw*5),_v.
"
;"
;0
0
2"
"
"1
1
0
0"
"A"
:2:
"
;"2"
"
909"
"
:2:
#=$9
1
9
0"p
"
"0
;
"
;90
0 0
xyz{|}~y
xx
!"
#"
#
$
$"
%&
'$#
(
"
""
)"*"
"
+
$
,"
'+#
-
#
$"-
".
"
)
"
$
$"
$"
%&
$
/$
*"
"
"
"""
$
)
"
$
"
- $
0 123456789*"
:;
'.+'
%+'
+'+, $
*"
"
"
<
/*/
")
)
:;
'-+, $
=*
:;
'.+'>+, $
*
:;
'
+'+,"
$
"
)
:;
'"+';+
0 ?@AAB6CD56E7EFGB3C56H3I3F3JJDBKJEH646E749<
" $
#
0'-+,"
$
*"
"
=
"#$
$"
)"*"
"
""
/*/
#$"
)
-
,
)""
"-
'
+
)
-
".
$
",'+"
"
,'>+"
"
""
0 0I3F67656E749/$
#
)
" $
0"
0L
'"+
MN2K2GOABEP33Q
"
"
)R
" R
-
::;
'.+'+'=+"
;
'.+'
%+
","
/*/
"
, $
$"
"
/*/<
,#$
$"
$
*"
""
)"*"
"
,- #$
#
$"
" $
'>+
)
-
"
*
-
)
)"
=
-
>
,#
$"
" %&
"$"
#$$"" "
$
/*/!
)
'-+S
$
)"
"
/*/
, $
MN2K2G75JPID53,Q
$
#
0'+,
$
"
$
" $
$ $
$
$ $
*"
T
"
"
#
)
#
$ $
"
"
-
"
/*/
#
$
/*/
="
<
$
"<
"
"
"
:;
'"+';+
'+
MN2K2GUCBVW3WGOABEP33Q
"
"X
"
$
"
-
0'
+ &#
,
#
"
-
"
/*/<
-
"
$
"
"
"
,
"" R
,
"
",
"
#
"
-
"
/*/<
$
<
$"
<
"
"-
)
"
'
+/$
MN2K2Y676OVO@83Q
0'
+
"
")
'#"
$
/*/
!
)
+ /$
/*/!
)
$"
<
'
+
"MZ38VBDJKDJ56C6AD75Q
$
$""
"
$
*"
'
"
$
+
#
$
)"
$
0,
) $
"
) $
[
"
/*/
-
"
)"*"
"
$
"
'+M\76E7GOABEP33Q
"
-
:;
'-+'>+'+
')+M]E7J346W375@B637Q
"
-
:;
'-+'>+'+
@Z2^_NG`
a@_@Y@b^Y\Y@\2cY@2^_IGdGZZ@NefG_\ZGghij
k
@AAB6CD56E79/$
k#
"
'
+ $
*"
";
'.+*"
";>'-+*"
,"
'+ $
k $
k ",
$
"
k'"+
k l68m3JYDU6OVO_E75J6nV56E79 $
*"
"o, $
$
"
"
"
")
#$
$"
"*"
"
'
" $
M("
")
Q
/
"
) :
;
'.+R
'p+'++
$"
<
q $
*"
"
[
"
) $
"*
"
$"
<
%q
$
*"
"
[
"
"
$
"*
rstuvwxyzy{|}s~|rz
z
zzr
!"
# $%&'()&*(+,-.+'(/01 2
"
2""
2
"
3
"4"
5
"6
7 7
"
2
"
#8
"
"
"
"
"7
92
2
:
2
"
# ; 2
"
"
9
2 "
7"
"
"
"
2
4"
92
29
2
"
"
"
"7
< =2
4"
"
""
"
"
"6
;
"
7 2
"
6 2
# >"
"
""
2
"
2
# ?@AB(,(*(+,C1=2
9
7
" 2
#"
#D
3"8EFGHGI
"
">"
"
6
"
7
6
J?
3K83
$8
368=2
EL,(*(&'.AM(+)I"4"
"
6
7 92
2
4"
"
2"
6
"
"
"
"
2
>"4"
5
""
2
"
" 2
9
74"
5
"
GNOLHPQRS
LTUVQN%LHQ.QTVLWT@LVONLXYOLWTVZXG[G\RS]
G^^'(/&*(+,1=2
9
"
3
8 2
4"
"!
42"
4
4"
;"_
4"
;"`
"?ab3684"
;;"
6
$;"?
3K84
c2"
7
4"
;"
38 2
2
";
2
"
3"8
@(C*M(de*(+,&*fgh14"
"
"
"K
"
c
6
" "7
a#i;;
"
; 2
"7
3
"
8
368 2"
6
9
6
2
2
4"
"
j
"
6
"
"
9
6
6k
"4"
"
c
6
2
4"
"`
"?ab3684"
; 2
4"
"
"
"
6
"
""l"
"
2 "
"
" 2
4"
"
" "
a#i32"
"7
8
$P(m(*A)&^^'(/&*(+,*+.M+B(*UVn&M(,o.'&,C1 2
2
"; 2
9
" "
"
"?
3K84"
"4
c2"
74"
92
22
"
"
"!
42"
4
4"
"_
4"
GNOLHPQRR
@LVONLXYOLWTVWp@LVHWTOLTYQ@PLpQOL[QLTHW[QLT%QVO[QTOVZVQHYNQ\RSg
G^^'(/&*(+,1=2
9
"
3
8 2
4"
"_
6
4"
;"?$3684"
;"
`
"?ab3684"
4"
5
"6
7 7"
_
6 $
;
#
@(C*M(de*(+,C&e*n+M(qA)1=2
4"
"
"" 2
r
4"
"
s
;"
"
"
"
""
"4"
"
"K
2
s
; 2
4"
9
"K
"
6
"_
_
6
2
2
#c
"
2
"
92
2
2
7 " 2
r
6
2
""
2
4"
2
6
9
6
2
">"
_
6
;
2
">"
4"
_
6
" ;"
6 2
4"
" =2
4"
" 9
"
2
"
"
"6
;
"
"
;"
"" 2
r
6
_
"
2
$@AB(,(*(+,C1=2
EP(BA*(mAL,/+mAL,tAC*mA,*;IEFe&'(B(A)@(C*M(de*(+,I"
EFe&'(B(A).'&,
@(C*M(de*(+,G,,e(*0H+,*M&/*I2"
2
"
7
2
J?
3"83$u838 E@(C/+,*(,eA)
P(BA*(mAL,/+mAL,tAC*mA,*I
"
92
29
7 6
" 2
r
6
2
""
2
4"
GNOLHPQRv
Y.@GOQ@PLpQQw.QHOGTHxOGXPQVZONQGV1NQy1\R1]SRz&{zg{Ug
|}~
}||
!"
#$$%&'()&*+,-.
/
" ""
"
0
"
"
"0
1 1
"
2"
"
3
456789:(;%5<,
="
.
>
"
"0
"
-
"
1 ?
@
A"BACB3
." .
-"0
3 .
1
-"0
3 .
2
"
"
-"0
3
.
"0
"0
.
-
"
1 ?
@
A"BACBDC
3"
0E
"
E
"
0
-
"
1 ?
@
A"BACBDCAB
#7:FGHIJK
#9LM:FL4LNMH#4#N:I7OI#7I49PQIGR7ISTUJ
V
#$$%&'()&*+,-.
V/
"
.
="
"W"
="
="
X
"
0 1
1"
Y
0 V
3
C
V 75)Z*(')&[5M%(+#\*$)&*+, .
"
.
1="
/.
. .
"
"
.
" ">"0
"30
.
"
A
1
>
B .
]
"
">
." ">"0
"3 .
="
"
"."
10
"
" .
"
" .
">"0
"
.
="
]
"
"
"
"
/
.
." ">"0
" ^/
3
="
"
"
"_
" .
="
.
"
/""
#7:FGHIJ`
9FNNFGRH:OLNG#7IM#O8I4:QPQIGR7ISJJa
@
#$$%&'()&*+,-.
@/
"
.
="
"Y
0
="
"@VA0B="
="
X
"0
1 1"
Y
0 V
3
b
@ F+'%c<&*+&+`JdG*e$5+<()&*+,-.
"
"="
"
]
"
1
.
"
""
?@
bABA
BAB
"
0 .
"
Y
"
="
.
"_
.
="
"
@ V95f&+&)&*+,g9&ff&'c%)h*fG(Z5M(he5+)i
""
0
?
V
ABA
B
"
/
.j"
"
#7:FGHIJd
`UKk;l:I78F4#:FL49FQ:7FmR:FL4QPQIGR7ISJJU
b
#$$%&'()&*+,-.
b/
"
.
="
"@VA0B="
2"
"
3C
b Gc<)*\&(%#''*c+)<,
/
.
0
"
.
="
3 .
="
"
" .
"
""
""
0
3"
DnV
#7:FGHIJa
7IMI#HLN9II8I9F7#8#oF8R8#pIPQIGR7ISJUq
r
#$$%&'()&*+,-.
r/
"
.
="
0
A
"
g
1 "
i
0
B
0
?@nAjB
2"
"
3
r 4*8(s&ece#t5,- .
>
.
="
.
/
"="
"
"_
0
3 .
="
"
"
"_
.
0
1"
/.
.
.
="
"
."" "
"1
uv"
.
"1
-.
."0
>
.
wwwwwwwwwwwwww
"wwwwwwwwwwwwwwwwwwwwwwwwwwww3wwwwwww
xyz{|}~y
xx
!"#
$#
%
%
&'()*+&*,'-./&0
1234567898:;<2=;>1?@ABC9@D9EFCGAEHDIFEJJ9FEBKKI9AHK1LMB
!
" ##
$$"!$%&'
()*)+, %-.
(+/01) 2) 3-)4 %1+(-5 -)6 7 -* !' 8*9 :* )- 5.2); <( 1); = (>< 1) (+.1
%1+2) :*5, &#(-5*)+., ' ?.-5-*).
.)-7-1*) :*5, @-)-*, ' A*.B (4+,).
+)C* */
()*2-5 */
D-2 E 8>DF'#''9 :*1-7-1 D-2 8>( = ***9
""@ (G H*B
(+-)
''
:*,**; & '
2,4+,).I,75.1G12
: .,,
G @$G "'G"@'
J
K LMN
()*)+, ?.-5-*
'O #O"'"" " $!$ :A
P. A*.B (4+,).
2,4+,).I,75.1G12
H1*)- %1+(-5
QN RST QNUL
T
(+V* ()
,,)I1-*1*G5
(1+.-)6 H 2*-; 11+) +)4)-1*)-
8C9
() 'O #O"'"" "!
'! :A
W-3 'O #O"'"" "@$' :A R
J
K K QNU XT
TUY
11) 'O #O"'"" "@$' :A
% $#
"
F&7@F!/&7F#"/F"77!@
/"
Z [T
QN RSTQNUL
T
RK
XS\ RSTQUTL
T
]N XS\ RSTQUTL
T
Z
K\ XS\ RSTQUTL
T
K XS\ RSTQUTL
T
^
\ RSTQUTL
T
-)* 5.*2)
**5.*2)I1-*1*G5
2--,).*)- (.-1, %-.1).
(1+.-)6 H 2*-; 11+) +)4)-1*)-
8C9
() 'O #O"'"" "!
'@ :A
R
J
K K QNU XT
TUY
C) ?77. -* %1+(-5
*. ()-4-/.
1,)-4-/.I,75.1G12
(1+.-)6 H 2*-; 11+) +)4)-1*)-
8C9
() 'O #O"'"" "!
'@ :A
R
J
K K QNU XT
TUY
C) ?77. -* %1+(-5
_ :*..-
0*..-I,75.1G12
(4+,). -,.6 `.+; HH
(1+.-)6 H 2*-; 11+) +)4)-1*)-
8C9
() 'O #O"'"" "!
'@ :A
R
J
K K QNU XT
TUY
!"#$
%&'()!*+),
," ,)
,- -)
+
$./01212.
1212345'.156.713
892.:;<=>3'.=?1959@5.'.15
AB15C
85(
()
(
"
#$
D
E
EF
EGGH
IED
J
B1K++2<.'&198.L5
8'2'@M'9@N
O:'9@N4O+L2713
892.:;<=>3'.=?1959@5.'.15
AB15C
85(
()
(
"
#$
D
E
EF
EGGH
IED
J
B1K++2<.'&198.L5
P
H
Q
H
D
>5<=185 R'O@
>52:(
()
(
"
#$
S2.+.&=.<2892.:S@/(
()
(
(#$
T
D
E
EF
EGGH
IED
! "#$%&' $& ( ) * (& +$ #,* & -$% % %-! *!-+! !. /!-(* (+ $ 0 ! $%* -%*%! 1 #,*%2 & ! -0 %-! $%* *!-+! ! +-%-$++& 0 20 0 /- 32% !&!. 4+$! $* 0 %1$% (+ -$1 ++& $%* 0 20+& $%* 1 & -$% $--!! 0! %1$% +-%-$++& & !$!1$-% $%* $2 0! 5+-%- 6-* $%* 32%$ /!-+! 563/' #+$!
-%1 & $2% (& !+-%2 0 -0-789:; <=;> >: ?@ ABC== >: DE= =F=G>C:<HG C=G:CIE A<I EHB<A>DC=EJ 9=K:C= GFHGLH<B ?MNOP@OQRJ SH>TH< >T= U:GDVHB< EWE>=XY
Z[[\]^ _`_Za bc_\Zd
e $%& & $& ) ! 1 ! $ #$# -#& 1 $%& -* #,** $* $,$+$(+ +-%-$++& & (& !. f ++ 0$, 0 $(+& * %+$* $%* #% *- %! !%* & 0 20 0 /- 32% !&! * %2 $%* *$+& $1 0 !2%%2 !!!% $%* 1 & +- -$ $ /- 32% $-- % & $& $--!! 0 *- %! 1 $ +* #* 1
! $++& g
*$&!' $1 ! -0 *- %! $ 1! !% & . e1 ! -0 1 & !0 1 ! !%* & #$# -#! 1 $%& ! -0 *- %! 1 11- & & ++ ( -0$2* $ h
.
#8#$2 1. f $& ) ! *+,& 1 ! -0 #$# -#! 1 ! (& 1++ %2 0 #-* *!-(* (+ .
i\[jka`l\]^ mcna bc]dZ][
o1 & *-* -, %-! $%* *!-+! ! 1 ! +-%-$++& & $& $ $%& -0$%2 & %* $%* ++ ! 0$ 0$1 & $% -, ) * %-! $%* *!-+! ! %+& % #$# 1$. p & ! %1 ! 1 & *-!% -, 1 %-! $%* *!-+! % #$# 1$ $%* 0*$ & -%!% -, %-! $%* *!-+! ! +-%-$++& ! *!-(* (+ .
c]dZqnZ]bZd cr bj`]^\]^ mcna s\]k
o1 & +- -, ) * %-! $%* *!-+! ! %+& % #$# 1$ ++ !+ 0 !#* $ 0-0 -$% -#+ -$% !#! % $%!$-%! 0 & $%* *+,%2 !,-! & (-$ ! ++ %* 1! !%* 0 ) * %-! *!-+! ! & % #$# 1$ $%* 0% $ %+ -, ($-7 1 & & $-7% +*2% 1 & -# 1 ! -0 #$# %-! *!-+! !. 0 & ++ % +%2 ( $(+ ! 0 /- 32% !&! -, ) * %-! $%* -%!%! +-%-$++& 1 ! !2% +-%-$++& *- %! 1 !.
tt ]c[\bZd `]k k\dbtcdnaZd l\tt uZ dZ][ [c mcn ZtZb[ac]\b`ttm vwxyz{|}~y xy|{ } ~}z{x
~yw|{x y{xzx |}
{z~x {xx z| }}x z|}x |}} {{~}|
!
"#$%#&#'%(&%)*)+,-.-/)0
1
2
2
3
4#(56789)*)+,-.-/)#:;#<='9$9>(7?(55=988
3
2
@
4#=9A<98%B(B9=&#B798:=#>)*)+,-.-/)
3
@
4#$7%C5=($;#<=&#'89'%$7%C)*)+,-.-/)
2
!"#$%!&'(%&)(%!(*&+,-.)(%!
/
0
1
2
233
3
3
456*,)7!&8$*89,#%(55!++(*&5,*+!*..,%!5!$:!(*&+$8*&,5#;!*.+!7!5.%,*$5(779
1
1
<=0/
>?
1
<=0/
>?
<=0/
1
@
1
1
ABCDECFFBGHIJKEEFBLMEENEOFKBDPOKEOBKQMIDQMPJDIFLKEMRAESBKE ONPOTPDJGUVWXHWYZR[PF\PDF\E]BOL^PJDM_MFE`a
b
ABCDECFFBGHIJKEEFBLMEENEOFKBDPOKEOBKQMIDQMPJDIFLKEMRc_BLOBDSPK` 2
d e
<
=
0
/
d e
<
=
0
/
1
<
=
/
d f
ghgijklkmg
1
1
1
n
1
1
ghgijklkmg
ghgijklkmg
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. PH 1
Meeting: CC Regular Meeting - Dec 06 2022
Title: Consideration of Resolutions CC 2022-125, CC 2022-126, and CC 2022-127, Authorizing Annexation of Territory to City of Covina Community Facilities District No. 2007-1 (Public Services) (Annexation No. 32), and to Call and Hold a Special Election (155 E. Covina Boulevard, Covina)
Presented By: Brian K. Lee, Director of Community Development Recommendation: 1. City Council to open the public hearing and consider public testimony and close the public hearing; and
2. Adopt Resolution CC 2022-125, authorizing the annexation of territory to Community Facilities District No. 2007-1 (Annexation No. 32) and authorizing the levy of a special tax and submitting the levy of tax to the qualified electors; and
3. Adopt Resolution CC 2022-126, calling a special election and submitting to the voters of Annexation No. 32 of City of Covina Community Facilities District No. 2007-1 (Public Services), propositions regarding the annual levy of special taxes within Annexation No. 32 to finance public services, and the establishment of an appropriations limit; and
4. Adopt Resolution CC 2022-127, making certain findings, certifying the results of an election and adding property to Community Facilities District No. 2007-1 (Public Services), Annexation No. 32.
EXECUTIVE SUMMARY / BACKROUND:
At the October 18, 2022, City Council meeting, the Council adopted the boundary map showing territory proposed to be annexed as Annexation No. 32, and declared its intention to authorize the annexation of that territory to Community Facilities District (CFD) No. 2007-1 (Public Services).
The purpose of the CFD is to finance the public safety and park services that are provided to the territory within the District beyond that provided by the City generally. In Fiscal Year 2022-2023, it has been determined that the cost of these services, for each additional multi-family residential home, will be $589.87 per year. This program has been conceived with the intention that all future residential development, which results in a net increase of non-exempted residential units, would be required to annex to the CFD. The project at 155 E. Covina Boulevard, Covina has a total of thirty-eight (38) new multi-family residential units. The special tax will be applicable to thirty-eight (38) multi-family residential units in Annexation No. 32.
DISCUSSION:
The purpose of the public hearing is to 1) authorize the annexation of territory to the CFD (Annexation No. 32); 2) call and hold an election of property owners within the CFD, and 3) authorize the levy of a special tax within Annexation No. 32 to the CFD. The related resolutions are hereby presented to the City Council, pursuant to the Conditions of Approval for thirty-eight (38) new multi-family residential units to be built at 155 E. Covina Boulevard, Covina, California.
Pursuant to the Conditions of Approval for development of a multi-family development at 155 E. Covina Boulevard, Covina, the applicant agreed to annex to the CFD, or to pay an in lieu fee based on the financial impact on Police, Fire, Emergency, and Parks services. The builder opted to annex into the CFD. Under the proposed CFD, in Fiscal Year 2022-2023, any newly constructed, non-exempted multi-family residential units are charged $589.87 per year for the following services: police, fire protection and suppression, paramedic services, and park maintenance. This Special Tax appears on the annual Property Tax bill for each unit. The Special Tax authorized by the CFD shall be levied on all units for which building permits were issued on or before May 1 of the preceding fiscal year.
FISCAL IMPACT:
The “Special Tax” authorized by the proposed Community Facilities District (CFD) will generate $22,415.06 annually, based on thirty-eight (38) net-new multi-family residential units at the FY 2022-2023 tax rate of $589.87 per multi-family unit and will be deposited to Account No. 2740-4800-45800. The Special Tax shall be used to pay for the following additional services in the District: police, fire protection and suppression, paramedic services, and park maintenance. The Special Tax will increase annually by the greater of two percent (2.00%), or the percentage change in the Consumer Price Index.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Staff has determined that the annexation of the does not constitute a “project” under the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 15378(b)(4) because such annexation involves the creation of a government funding mechanism which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.
ATTACHMENTS:
Attachment A - Resolution CC 2022-125 Authorizing the Annexation Attachment B - Resolution CC 2022-126 Calling a Special Election Attachment C - Resolution CC 2022-127 Certifying Election Results Respectfully submitted,
RESOLUTION CC 2022-125
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA,
CALIFORNIA, AUTHORIZING THE ANNEXATION OF TERRITORY
TO COMMUNITY FACILITIES DISTRICT NO. 2007-1 (ANNEXATION NO. 32) AND AUTHORIZING THE LEVY OF A SPECIAL TAX AND
SUBMITTING THE LEVY OF TAX TO THE QUALIFIED ELECTORS
WHEREAS, this Council, on October 18, 2022, adopted Resolution CC 2022-110 (hereafter referred to as the “Resolution of Intention”) stating its intention to annex territory to City of Covina Community Facilities District No. 2007-1 (Public Services) (“CFD No. 2007-1”), pursuant to the Mello-Roos Community Facilities Act of 1982, as amended (the “Act”); and WHEREAS, a copy of the Resolution of Intention, which states the authorized services to be provided and financed by CFD No. 2007-1, and a description and map of the proposed boundaries of the territory to be annexed to CFD No. 2007-1 (“Annexation No. 32”), is on file with the City Clerk and the provisions thereof are fully incorporated herein by this reference as if fully set forth herein; and
WHEREAS, on the 6
th of December, 2022, this Council held a noticed public hearing as required by the Act and the Resolution of Intention relative to the proposed annexation of territory to CFD No. 2007-1; and
WHEREAS, at said hearing all interested persons desiring to be heard on all matters pertaining to the annexation of territory to CFD No. 2007-1 and the levy of said special taxes within the area proposed to be annexed were heard and a full and fair hearing was held; and WHEREAS, prior to the time fixed for said hearing, written protests had not been filed against the proposed annexation of territory to CFD No. 2007-1 by (i) 50% or more of the registered voters, or six registered voters, whichever is more, residing in CFD No. 2007-1, or (ii) 50% or more of the registered voters, or six registered voters, whichever is more, residing in the territory proposed to be annexed to CFD No. 2007-1, or (iii) owners of one-half or more of the area of land in the territory within CFD 2007-1 and not exempt from special tax, or (iv), owners of one-half or more of the area of land in the territory proposed to be annexed to CFD No. 2007- 1 and not exempt from the special tax; and
WHEREAS, a boundary map for Annexation No. 32 to CFD No. 2007-1 has been filed with the County Recorder of the County of Los Angeles, which map shows the territory to be annexed in these proceedings, and a copy thereof is on file with the City Clerk.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Recitals. The above recitals are all true and correct.
SECTION 2. Authorization. All prior proceedings taken by this Council with respect to CFD No. 2007-1 and the proposed annexation of territory thereto have been duly considered and are hereby determined to be valid and in conformity with the Act.
Resolution CC 2022-125 Page 2 of 4
SECTION 3. Boundaries. The description and map of the boundaries of the territory to be annexed to CFD No. 2007-1, on file with the City Clerk, are hereby finally approved, are incorporated herein by reference, and shall be included within the boundaries of CFD No. 2007- 1, and said territory is hereby annexed to CFD No. 2007-1, subject to voter approval of the levy of the special taxes therein as hereinafter provided.
SECTION 4. Services. The services which CFD No. 2007-1 is authorized to finance are in addition to those provided in or required for the territory within CFD No. 2007-1 and the territory to be annexed to CFD No. 2007-1 and will not be replacing services already available.
A general description of the services to be financed is as follows:
PUBLIC SERVICES
New police services, fire protection and suppression services, paramedic services, and park maintenance, including but not limited to (i) the costs of contracting services, (ii) related facilities, equipment, vehicles, ambulances, fire apparatus and supplies, (iii) the salaries and benefits of City staff that directly provide police services, fire protection and suppression services, paramedic services, and park maintenance respectively, and (iv) City overhead costs associated with providing such services within CFD No. 2007-1. The Special Tax provides only partial funding for Public Services.
SECTION 5. Special Taxes. It is the intention of this City Council that, except where funds are otherwise available, a special tax sufficient to pay for said services to be provided in CFD No. 2007-1 and the territory proposed to be annexed as part of Annexation No. 32, secured by recordation of a continuing lien against all non-exempt real property in Annexation No. 32, will be levied annually within the boundaries of Annexation No. 32 from and after the annexation of such property to CFD No. 2007-1. The special taxes shall be those as originally authorized through the formation of CFD No. 2007-1 and adopted by Ordinance of this legislative body, and no changes or modifications are proposed in the special taxes from those as originally set forth and made applicable to CFD No. 2007-1.
For particulars as to the rate and method of apportionment of the proposed special tax (the “RMA”), reference is made to the attached and incorporated Exhibit “A,” which sets forth in sufficient detail the method of apportionment to allow each landowner or resident within Annexation No. 32 to clearly estimate the maximum annual amount that said person will have to pay on said special tax.
SECTION 6. Election. The provisions of the Resolution of Intention of the City, each as heretofore adopted by this Council, are by this reference incorporated herein as if fully set forth herein.
(a) Pursuant to the provisions of the Act, the proposition of the levy of the special tax within Annexation No. 32 shall be submitted to the voters within Annexation No. 32 at an election called therefore as hereinafter provided. This Council hereby finds that twelve (12) or more persons have not been registered to vote within Annexation No. 32 for each of the 90
Resolution CC 2022-125 Page 3 of 4
days preceding the close of the hearing heretofore conducted and concluded by this Council for the purposes of these annexation proceedings. Accordingly, and pursuant to Section 53326 of the Act, this Council finds that for purposes of these proceedings the qualified electors are the landowners within Annexation No. 32 and that the vote shall be by said landowners, each having one vote for each acre or portion thereof such landowner owns in Annexation No. 32.
(b) Pursuant to Section 53326 of the Act, the election shall be conducted by mail ballot under applicable sections of the California Elections Code, commencing with Section 4000 of said code with respect to elections conducted by mail. The Council called a special election to consider the measures described and incorporated in the ballot, attached as Exhibit “B,” which election was held on September 20, 2022, (hereafter referred to as “Election Day”). The City Clerk was the election official to conduct the election and provided each landowner in the territory to be annexed to CFD No. 2007-1, a ballot in the form of Exhibit “B”, which form is hereby approved. The City Clerk has accepted the ballots of the qualified electors received prior to 7:30 p.m. on Election Day, whether received by mail or by personal delivery.
(c) This Council hereby further finds that the provision of Section 53326 of the Act requiring a minimum of 90 days to elapse before said election is for the protection of voters, has been waived by the voters and the date for the election hereinabove specified is established accordingly.
SECTION 7. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.
APPROVED and PASSED this 6
th day of December, 2022.
City of Covina, California
BY:
PATRICIA CORTEZ, Mayor
ATTEST:
___________________________________________
FABIAN VELEZ
Deputy City Clerk
APPROVED AS TO FORM:
____________________________________
Resolution CC 2022-125 Page 4 of 4
CANDICE K. LEE, City Attorney
CERTIFICATION
I, Fabian Velez, Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2022-xx was duly adopted by the City Council of the City of Covina at a regular meeting held on the 6
th day of December, 2022, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Dated:
____________________________________________
FABIAN VELEZ
Deputy City Clerk
Resolution CC 2022-125 Exhibit A
EXHIBIT A
FIRST AMENDED RATE AND METHOD OF APPORTIONMENT
Resolution CC 2022-125
Exhibit A
FIRST AMENDED
RATE AND METHOD OF APPORTIONMENT
CITY OF COVINA
COMMUNITY FACILITIES DISTRICT NO. 2007-1 (PUBLIC SERVICES) A special tax as hereinafter defined shall be levied on and collected for Community Facilities District No. 2007-1 (Public Services) of the City of Covina (“CFD No. 2007-1”) each Fiscal Year, commencing in Fiscal Year 2007-2008, in an amount determined by the City Council of the City of Covina through the application of the appropriate Special Tax for “Developed Property,” as described below. All of the real property in CFD No. 2007-1, unless exempted by law or by the provisions hereof, shall be taxed for the purposes, to the extent, and in the manner herein provided.
A. DEFINITIONS
The terms hereinafter set forth have the following meanings:
“Act” means the Mello-Roos Communities Facilities Act of 1982 as amended, being Chapter
2.5, Division 2 of Title 5 of the Government Code of the State of California. “Administrative Expenses” means any actual ordinary and necessary expense of the City of Covina, or designee thereof or both, to carry out the administration of CFD No. 2007-1 related to the determination of the amount of the levy of the Special Tax, the collection of the Special Tax including the expenses of collecting delinquencies, the payment of a proportional share of salaries and benefits of any City employee whose duties are directly related to the administration of CFD No. 2007-1, fees and expenses for counsel, Special Tax consultant and other consultants hired by the City in relation to CFD No. 2007-1, costs associated with responding to public inquiries regarding CFD No. 2007-1, and costs otherwise incurred in order to carry out the authorized purposes of CFD No. 2007-1.
“Affordable Housing” means any Unit within CFD No. 2007-1 that is subject to a written and recordable covenant, deed restriction, resale restriction, regulatory agreement or similar agreement with either the City of Covina or the Redevelopment Agency of the City of Covina, which restricts the amount of rent for that Unit to “affordable rent” (as that term is defined in California Health and Safety Code Section 50053) for a period of not less than fifty-five (55) years, or which restricts the purchase price for that Unit to “affordable housing cost” (as that term is defined in California Health and Safety Code Section 50052.5) for a period of not less than forty-five (45) years. A Unit shall no longer be considered Affordable Housing following the expiration or termination of the applicable covenant, restriction or agreement. “Annual Escalation Factor” means for the Special Tax, the greater of (i) two percent (2.00%), or (ii) the percentage change in the Consumer Price Index for the Calendar Year ending in December of the prior Fiscal Year.
“Assessor’s Parcel” means a lot or parcel of land designated on an Assessor’s Parcel Map with an assigned Assessor’s Parcel number within the boundaries of CFD No. 2007-1.
Resolution CC 2022-125
Exhibit A
“Assessor’s Parcel Map” means an official map of the Assessor of the County designating parcels by Assessor’s Parcel number.
“Base Year” means Fiscal Year ending June 30, 2008.
“Boundary Map” means the map of the boundaries for CFD No. 2007-1, as approved by the City Council, and recorded with the County in maps of assessments and community facilities districts.
“Building Permit” means a permit for new construction for a residential dwelling Unit. For purposes of this definition, “Building Permit” shall not include permits for construction or installation of retaining walls, utility improvements, or other such improvements not intended for human habitation.
“Calendar Year” means the period commencing January 1 of any year and ending the following December 31.
“CFD Administrator” means an official of the City, or designee thereof, responsible for determining the Special Tax Requirements and providing for the levy and collection of the Special Tax.
“CFD No. 2007-1” means Community Facilities District No. 2007-1 (Public Services) established by the City under the Act.
“City” means the City of Covina.
“City Council” means the City Council of the City, acting as the Legislative Body of CFD No. 2007-1, or its designee.
“Consumer Price Index” means the index published by the U.S. Department of Labor, Bureau of Labor Statistics for all urban consumers in the Los Angeles-Riverside-Orange County area.
“County” means the County of Los Angeles.
“Developed Property” means all Assessor’s Parcels within CFD No. 2007-1 for which Building Permits were issued on or before May 1 preceding the Fiscal Year for which the Special Tax is being levied, provided that a Final Map was created on or before January 1 of the prior Fiscal Year and that each such Assessor's Parcel is associated with a Lot, as determined reasonably by the City and/or CFD administrator.
“Exempt Property” means all Assessor’s Parcels within CFD No. 2007-1 designated as being exempt from the Special Tax as determined in Section F. “Final Map” means a subdivision of property evidenced by the recordation of a final map, parcel map, or lot line adjustment, pursuant to the Subdivision Map Act (California Government Code Section 66410 et seq.) or the recordation of a condominium plan pursuant to California Civil Code 1352 that creates individual lots for which Building Permits may be issued without further subdivision.
Resolution CC 2022-125
Exhibit A
“Fiscal Year” means the period commencing on July 1 of any year and ending the following June 30.
“Lot” means an individual legal lot created by a Final Map for which a Building Permit could or has been issued.
“Maximum Special Tax” means the Maximum Special Tax determined in accordance with Section C, which can be levied by CFD No. 2007-1 in any Fiscal Year on Taxable Property within CFD No. 2007-1.
“Mixed-Use Property” means all Assessor’s Parcels of Developed Property for which Building Permit(s) have been issued for purposes of constructing Non-Residential Property and Residential Property. Residential Units on Mixed-Use Property shall be classified as MultiFamily Residential. “Multi-Family Residential” means all Assessor’s Parcels of Developed Property for which a Building Permit has been issued for purposes of constructing a residential structure consisting of two or more residential Units that share common walls, including, but not limited to, duplexes, triplexes, town homes, condominiums, apartment Units, and residential Units on Assessor’s Parcels that are considered Mixed-Use Property. “Non-Residential Property” means all Assessor’s Parcels for which a Building Permit was issued for any type of non-residential use.
“Public Property” means any property within the boundaries of CFD No. 2007-1 that is owned by or irrecoverably dedicated to the City, the federal government, the State of California, the County, CFD No. 2007-1, or other public agency. For purposes of this definition, property owned by the Redevelopment Agency of the City of Covina is not considered Public Property and any property owned by the Redevelopment Agency will be subject to the levy of a Special Tax in accordance with Sections C and D herein.
“Public Services” means new police services, fire protection and suppression services, paramedic services, and park maintenance, including but not limited to (i) the costs of contracting services, (ii) related facilities, equipment, vehicles, ambulances, fire apparatus and supplies, (iii) the salaries and benefits of City and Fire District staff that directly provide police services, fire protection and suppression services, paramedic services, and park maintenance, and (iv) City and Fire District overhead costs associated with providing such services within CFD No. 2007-1. The Special Tax provides only partial funding for police, fire protection services, paramedic services, and park maintenance.
“Special Tax” means any special tax authorized to be levied by CFD No. 2007-1 pursuant to the Act to fund the Special Tax Requirement.
“Single-Family Residential” means all Assessor’s Parcels of Developed Property for which a Building Permit has been issued for purposes of constructing one single-family residential dwelling Unit.
“Taxable Property” means all Assessor’s Parcels within CFD No. 2007-1 that are not exempt from the levy of the Special Tax.
Resolution CC 2022-125
Exhibit A
“Tax Class” means any of the classes listed in Table 1 below. “Undeveloped Property” means all Assessor’s Parcels within CFD No. 2007-1 for which Building Permits have not been issued and that is not classified as Approved Property or Public Property.
“Unit” means any separate residential dwelling unit in which a person or persons may live, which comprises an independent facility capable of conveyance separate from adjacent residential dwelling units and is not considered to be for commercial or industrial use.
B. CLASSIFICATION OF ASSESSOR’S PARCELS
Each Fiscal Year, beginning with Fiscal Year 2007-2008, each Assessor’s Parcel within CFD No. 2007-1 shall be classified as Developed Property or Exempt Property. In addition, each Fiscal Year, beginning with Fiscal Year 2007-2008, each Assessor’s Parcel of Developed Property shall be further classified as Single-Family Residential, Multi-Family Residential, or Mixed-Use Property.
C. MAXIMUM ANNUAL SPECIAL TAX
The Maximum Special Tax for each Assessor’s Parcel classified as Single-Family Residential, MultiFamily Residential, and Mixed-Use Property in Fiscal Year 2007-2008 shall be equal to the Maximum Special Tax set forth in Table 1.
TABLE 1
MAXIMUM ANNUAL SPECIAL TAX RATES
Fiscal Year 2007-2008
Tax Class Description Maximum
Special Tax
1 Single-Family Residential $531 per Unit
2 Multi-Family Residential $395 per Unit
3 Mixed-Use Property $395 per Unit
For each subsequent Fiscal Year following the Base Year, the Maximum Special Tax for each Assessor’s Parcel classified as Developed Property shall be adjusted by the Annual Escalation Factor.
Multiple Tax Classes
In some instances an Assessor’s Parcel may contain more than one Tax Class. The Maximum Special Tax levied on such Assessor’s Parcel shall be the sum of the Maximum Special Tax that can be imposed on all Tax Classes located on that Assessor’s Parcel.
D. METHOD OF APPORTIONMENT OF SPECIAL TAX
Commencing with Fiscal Year 2007-2008, and for each subsequent Fiscal Year, the Special Tax shall be levied on each Assessor’s Parcel of Developed Property at the applicable Maximum Special Tax as set forth in Section C.
Resolution CC 2022-125
Exhibit A
E. TERMINATION OF SPECIAL TAX
The Special Tax shall be levied in perpetuity to fund Public Services provided to CFD No. 2007-1.
F. EXEMPTIONS
The City shall classify as Exempt Property: (i) Public Property, (ii) Non-Residential Property, (iii) Undeveloped Property, (iv) Affordable Housing, or (v) Assessor’s Parcels with public or utility easements making impractical their utilization for other purposes than those set forth in the easement.
G. APPEALS
Any property owner claiming that the amount or application of the Special Tax is not correct may file a written notice of appeal with the City Council not later than twelve months after having paid the first installment of the Special Tax that is disputed. A representative(s) of CFD No. 2007-1 shall promptly review the appeal, and if necessary, meet with the property owner, consider written and oral evidence regarding the amount of the Special Tax, and rule on the appeal. If the representative’s decision requires that the Special Tax for an Assessor’s Parcel be modified or changed in favor of the property owner, a cash refund shall not be made, but an adjustment shall be made to the Special Tax on that Assessor’s Parcel in the subsequent Fiscal Year(s).
H. MANNER OF COLLECTION
The annual Special Taxes shall be collected in the same manner and at the same time as ordinary ad valorem property taxes, provided, however, that CFD No. 2007-1 may collect the Special Taxes at a different time or in a different manner if necessary to meet its financial obligations.
Resolution CC 2022-125 Exhibit B
EXHIBIT B
SAMPLE BALLOT
Resolution CC 2022-125 Exhibit B
RESOLUTION CC 2022-126
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA,
CALIFORNIA, CALLING A SPECIAL ELECTION AND SUBMITTING
TO THE VOTERS OF ANNEXATION NO. 32 OF CITY OF COVINA
COMMUNITY FACILITIES DISTRICT NO. 2007-1 (PUBLIC SERVICES)
PROPOSITIONS REGARDING THE ANNUAL LEVY OF SPECIAL
TAXES WITHIN ANNEXATION NO. 32 TO FINANCE PUBLIC
SERVICES, AND THE ESTABLISHMENT OF AN APPROPRIATIONS
LIMIT
WHEREAS, pursuant to Section 53339.7 of the California Government Code the City Council (hereafter referred to as the “City Council”) of the City of Covina (the “City”) has adopted the resolution authorizing the annexation of territory to City of Covina Community Facilities District No. 2007-1 (Public Services), County of Los Angeles, State of California (“CFD No. 2007-1”); and
WHEREAS, by that resolution, the City Council called a special election on the propositions to be submitted to the voters of the territory proposed to be annexed to CFD No. 2007-1 (“Annexation No. 32”) with respect to the levy of special taxes therein for the financing of public services within CFD No. 2007-1; and
WHEREAS, pursuant to Section 53326 of the California Government Code, it is necessary that the City Council submit to the voters of Annexation No. 32 the annual levy of special taxes on taxable property within Annexation No. 32; and WHEREAS, pursuant to Section 53325.7 of the California Government Code and the provisions of said Code, the City Council may also submit to the voters of Annexation No. 32 a proposition for the establishment of an appropriations limit for Annexation No. 32; and WHEREAS, twelve (12) or more registered voters have not resided within the territory of Annexation No. 32 for each of the ninety (90) days preceding December 6, 2022.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Findings. The City Council finds that: (i) the foregoing recitals are true and correct; (ii) 12 persons have not been registered to vote within the territory to be annexed to CFD No. 2007-1 for each of the 90 days preceding the close of the public hearing on December 6 th
, 2022; (iii) pursuant to Section 53326 of the California Government Code, as a result of the findings set forth in clause (ii) above, the vote in the special election called by this resolution shall be by the landowners of the territory to be annexed to CFD No. 2007-1, whose property would be subject to the special taxes if they were levied at the time of the election, and each landowner shall have one vote for each acre, or portion thereof, which he or she owns within Annexation No. 32 which would be subject to the proposed special taxes if they were levied at the time of the election; (iv) the owners of all of the land in Annexation No. 32 by written consent (a) waived the time limits set forth in Section 53326 of the California Government Code
Resolution CC 2022-126 Page 2 of 4
for holding the election called by this resolution and the election on the propositions (b) consented to the holding of the election on December 6th, 2022, (c) waived notice and mailed notice of the time and date of the election, (d) waived an impartial analysis by the City Attorney of the ballot propositions pursuant to Section 9280 of the California Elections Code and arguments and rebuttals pursuant to Sections 9281 to 9287, inclusive, and 9295 of that Code, and mailing of a statement pursuant to Section 9401 of that Code, and (e) waived a synopsis of the measures to be included in the official ballot for said elections pursuant to Section 12111 of that Code; and (v) the City Clerk (hereafter referred to as the “City Clerk”) has consented to the holding of the election on December 6th, 2022.
SECTION 2. Call of Election. The City Council hereby calls and schedules an election for December 6, 2022, on the proposition of the annual levy of special taxes on taxable property within Annexation No. 32 to CFD No. 2007-1 to finance public services within the CFD No. 2007-1, and on the proposition of the establishment of an appropriations limit for Annexation No. 32 to CFD No. 2007-1.
SECTION 3. Propositions. The propositions to be submitted to the voters of Annexation No. 32 at such special election shall be as follows:
Proposition A: Shall special taxes be levied annually on taxable property within the territory to be annexed into the City of Covina Community Facilities District No. 2007-1 (Public Services), County of Los Angeles, State of California (“Annexation No. 32”); and collected so long as the special taxes are needed to pay for police services, fire protection and suppression services, paramedic services, and park maintenance at the special tax rates and pursuant to the method of apportioning the special taxes set forth in Exhibit “B” to the Resolution of Intention, Resolution No. 07-6578, adopted by the City Council of the City of Covina on May 1, 2007, and as amended by Resolution No. 09-6743?
Proposition B: Shall an appropriations limit, as defined by subdivision (h) of Section 8 of Article XIIIB of the California Constitution, be established for Annexation No. 32 to the City of Covina Community Facilities District No. 2007-1 (Public Services), County of Los Angeles, State of California, in the amount of $100,000 per annum? The First Amended Rate and Method of Apportionment is attached as Exhibit A.
SECTION 4. Conduct of Election. Except as otherwise provided in Section 5 hereof, the special election shall be conducted by the City Clerk in accordance with the provisions of the California Elections Code governing mail ballot elections of cities, and in particular the provisions of Division 4 (commencing with Section 4000), of that Code, insofar as they may be applicable.
SECTION 5. Election Procedures. The procedures to be followed in conducting the special election on (i) the proposition with respect to the levy of special taxes on taxable property within Annexation No. 32 to CFD No. 2007-1 to pay for public services, and (ii) the proposition with respect to the establishment of an appropriations limit for Annexation No. 32 to CFD No. 2007-1 in the amount of $100,000 per annum shall be as follows:
Resolution CC 2022-126 Page 3 of 4
(a) Pursuant to Section 53326 of the California Government Code, ballots for the special election shall be distributed to the qualified electors by the City Clerk by mail or by personal service. (b) Pursuant to applicable sections of the California Elections Code governing the conduct of mail ballot elections of cities, and in particular Division 4 (commencing with Section 4000) of that Code with respect to election conducted by mail, the City Clerk, or designated official, shall mail or deliver to each qualified elector an official ballot in the appropriate form, and shall also mail or deliver to all such qualified electors a ballot pamphlet, instructions to voter, and a return identification envelope addressed to the City Clerk for the return of voted official ballots.
(c) The official ballot to be mailed or delivered by the City Clerk to each landowner-voter shall have printed or typed thereon the name of the landowner-voter and the number of votes to be voted by the landowner-voter.
(d) The return identification envelope mailed or delivered by the City Clerk to each landowner-voter shall have printed or typed thereon the following: (i) the name of the landowner, (ii) the address of the landowner, (iii) a declaration under penalty of perjury stating that the voter is the landowner or the authorized representative of the landowner entitled to vote the enclosed ballot and is the person whose name appears on the identification envelope, (iv) the printed name and signature of the voter, (v) the address of the voter, (vi) the date of signing and place of execution of the declaration, and (vii) a notice that the envelope contains an official ballot and is to be opened only by the City Clerk. (e) The information to voter form to be delivered by the City Clerk to the landowner-voter shall inform them that the official ballot shall be returned to the City Clerk properly voted as provided thereon and with the certification appended thereto properly completed and signed in the sealed return identification envelope with the certification thereon completed and signed and all other information to be inserted thereon properly inserted by 7:30 p.m. on the 6th day of December, 2022; provided that if all qualified electors have voted, the election shall be closed with the concurrence of the City Clerk.
(f) Upon receipt of the return identification envelope, which are returned prior to the voting deadline on the date of the election, the City Clerk shall canvass the votes cast in the election, and shall file a statement with the City Council as to the results of such canvass and the election on each proposition set forth in the official ballot.
SECTION 6. The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.
Resolution CC 2022-126 Page 4 of 4
APPROVED and PASSED this 6
th day of December 6, 2022.
City of Covina, California
BY:
PATRICIA CORTEZ, Mayor
ATTEST:
___________________________________________
FABIAN VELEZ
Deputy City Clerk
CERTIFICATION
I, Fabian Velez, Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2022-XX was duly adopted by the City Council of the City of Covina at a regular meeting held on the 6
th day of December, 2022, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Dated:
____________________________________________
FABIAN VELEZ
Deputy City Clerk
Resolution CC 2022-126 Exhibit A
EXHIBIT A
FIRST AMENDED RATE AND METHOD OF APPORTIONMENT
(Please see Exhibit A to Resolution CC 2022-XA, Attachment B, in this same packet)
ATTACHMENT C Page 1 of 8
RESOLUTION CC 2022-127
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA,
CALIFORNIA, MAKING CERTAIN FINDINGS, CERTIFYING THE
RESULTS OF AN ELECTION AND ADDING PROPERTY TO
COMMUNITY FACILITIES DISTRICT NO. 2007-1 (PUBLIC SERVICES), ANNEXATION NO. 32
WHEREAS, the City Council of the City of Covina (the “City Council”), has previously formed a Community Facilities District pursuant to the provisions of the “Mello-Roos Community Facilities Act of 1982”, being Chapter 2.5, Part 1, Division 2, Title 5 of the Government Code of the State of California, said Article 3.5 thereof. The existing Community Facilities District being designated as Community Facilities District No. 2007-1 (Public Services) (hereafter referred to as CFD No. 2007-1); and,
WHEREAS, the City Council initiated proceedings to annex certain territory to Community Facilities District No. 2007-1 (Public Services), Annexation No. 32 (hereafter referred to as “Annexation No. 32”); and
WHEREAS, at this time the unanimous consent to the annexation of Annexation No. 32 has been received from the property owner or owners of such territory; and WHEREAS, twelve (12) or more registered voters have not resided within the territory of Annexation No. 32 for each of the ninety (90) days preceding September 20, 2022, therefore, pursuant to the Act the qualified electors of Annexation No. 32 shall be the “landowners” of Annexation No. 32 as such term is defined in Government Code Section 53317(f) and each such landowner who is the owner of record, or the authorized representative thereof, shall have one vote for each acre or portion of an acre of land that she or he owns within; and WHEREAS, the time limit specified by the Act for conducting an election to submit the levy of the special taxes on the property within Annexation No. 32 to the qualified electors of Annexation No. 32 and the requirements for impartial analysis and ballot arguments have been waived with the unanimous consent of the qualified electors of Annexation No. 32; and WHEREAS, the City Council adopted on December 6, 2022 a resolution entitled “Resolution of the City Council of the City of Covina, California, Calling a Special Election and Submitting to the Voters of Annexation No. 32 of City of Covina Community Facilities District No. 2007-1 (Public Services) Propositions Regarding the Annual Levy of Special Taxes within Annexation No. 32 to Finance Public Services, and the Establishment of an Appropriations Limit” (the “Resolution Calling Election”), calling for a special election (the “Special Election”) of the qualified electors within Annexation No. 32; and
WHEREAS, pursuant to the terms of said resolution, which are by this reference incorporated herein, the Special Election was held on December 6, 2022, and the City Clerk has on file a Certificate Of Election Official and Statement of Votes Cast (the “Certificate”), a copy of which is attached hereto as Exhibit A and by this reference incorporated herein; and
ATTACHMENT C Page 2 of 8
WHEREAS, the measures voted upon did receive the favorable 2/3’s vote of the qualified electors, and the City Council desires to declare the results of the Special Election; and WHEREAS, a map showing the territory to be annexed and designated as Annexation No. 32 (hereafter referred to as the “Annexation Map”), a copy of which is attached as Exhibit B hereto and incorporated herein by this reference, and a list of Properties to be annexed and landowners, a copy of which is attached as Exhibit C hereto and incorporated herein by this reference, has been submitted to the City Council.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1 Recitals. The above recitals are all true and correct.
SECTION 2 Findings. This City Council does hereby determine as follows:
(a) The unanimous consent to the annexation of Annexation No. 32 to CFD No. 2007-1 has been given by all of the owners within Annexation No. 32 and such consent shall be kept on file in the Office of the City Clerk. (b) Twelve (12) or more registered voters have not resided within the territory of Annexation No. 32 for each of the ninety (90) days preceding December 6, 2022, therefore, pursuant to the Act the qualified electors of Annexation No. 32 shall be the “landowners” of such Annexation No. 32 as such term is defined in Government Code Section 53317(f). (c) Pursuant to the Certificate, the qualified electors of Annexation No. 32 have unanimously voted in favor of the levy of special taxes within Annexation No. 32 upon its annexation to CFD No. 2007-1 and the establishment of an appropriations limit for Annexation No. 32.
SECTION 3 Annexed Area. The boundaries and parcels of territory within Annexation No. 32 and on which special taxes will be levied in order to pay for the costs and expenses of authorized public services are shown on the Annexation Map as submitted to and hereby approved by this City Council.
SECTION 4 Declaration of Annexation. The City Council does hereby determine and declare that Annexation No. 32 is now added to and becomes a part of CFD No. 2007-1.
The City Council, acting as the legislative body of CFD No. 2007-1, is hereby empowered to levy the authorized special tax within Annexation No. 32.
SECTION 5 Notice. Immediately upon adoption of this Resolution, notice shall be given as follows:
An Amendment to the Notice of Special Tax Lien (Notice of Annexation) shall be recorded in the Office of the County Recorder no later than fifteen (15) days after the date of adoption of this Resolution.
SECTION 6 The City Clerk shall certify to the passage and adoption of this resolution and shall enter the same in the Book of Original Resolutions.
ATTACHMENT C Page 3 of 8
APPROVED AND PASSED this 6th day of December, 2022.
City of Covina, California
BY:
PATRICIA CORTEZ, Mayor
ATTEST:
___________________________________________
DREW ALEMAN, City Clerk
APPROVED AS TO FORM:
____________________________________
CANDICE K. LEE, City Attorney
CERTIFICATION
I, Fabian Velez, Deputy City Clerk of the City of Covina, do hereby certify that Resolution CC 2022-127 was duly adopted by the City Council of the City of Covina at a regular meeting held on the 6
th day of December, 2022, by the following vote:
AYES: COUNCIL MEMBERS:
NOES: COUNCIL MEMBERS:
ABSTAIN: COUNCIL MEMBERS:
ABSENT: COUNCIL MEMBERS:
Dated:
ATTACHMENT C Page 4 of 8
EXHIBIT A
CERTIFICATE OF ELECTION OFFICIAL AND STATEMENT OF VOTES CAST
ATTACHMENT C Page 5 of 8
CERTIFICATE OF ELECTION OFFICIAL AND STATEMENT OF VOTES CAST
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF COVINA )
The undersigned, ELECTION OFFICIAL OF THE CITY OF COVINA, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, DOES HEREBY CERTIFY that pursuant to the provisions commencing with Section 53326 of the Government Code of the State of California, I did canvass the returns of the votes cast at the
CITY OF COVINA
COMMUNITY FACILITIES DISTRICT NO. 2007-1
(PUBLIC SERVICES)
ANNEXATION NO. 32
SPECIAL ELECTION
in the City, held on December 6, 2022.
I FURTHER CERTIFY that this Statement of Votes Cast shows the whole number of votes cast in the area proposed to be annexed, Annexation No. 32 to Community Facilities District No. 2007- 1 (Public Services) of the City of Covina for or against the Measure are full, true and correct.
NUMBER OF ELIGIBLE VOTES: 2
VOTES CAST ON PROPOSITION A: YES
NO
VOTES CAST ON PROPOSITION B: YES
NO
WITNESS my hand this 6th day of December, 2022.
_____________________________________
City Clerk
City of Covina
ATTACHMENT C, page 6 of 8
EXHIBIT B
ANNEXATION MAP
ATTACHMENT C, page 7 of 8
EXHIBIT C
LIST OF PROPERTIES TO BE ANNEXED
ATTACHMENT C, page 8 of 8
LIST OF PROPERTIES TO BE ANNEXED
ANNEXATION NO. 32
ASSESSOR PARCEL NO(S) 8406-019-098
Vesting Tract No.
N/A
Address
155 East Covina Boulevard, Covina, CA
Landowner
Century Communities of California, LLC
c/o Century Communities
4695 MacArthur Court, #350
Newport Beach, CA 92660
CC Regular Meeting
AGENDA ITEM REPORT
ITEM NO. PH 2
Meeting: CC Regular Meeting - Dec 06 2022
Title: City Council consideration of the following resolutions:
Adopt Resolution CC 2022-133 adopting a Mitigated Negative Declaration (MND), and a Mitigation Monitoring and Reporting Program as required by the California Environmental Quality Action (“CEQA”), in connection with the approval of Development Agreement (DA) 22-001, Conditional Use Permit (CUP)21-029 and Site Plan Review (SPR) 21-160, for the proposed Public Storage Facility; Approve Ordinance 22-20, adopting Development Agreement (DA) 22-001, between Public Storage, Inc. related to the development of a public self-storage facility and other associated site improvements within the M-1 (Light Manufacturing) Zone located at 1330 E. Cypress Street;
Adopt Resolution CC 2022-134, approving Conditional Use Permit (CUP) 21-29 and Site Plan Review (SPR) 21-160, to allow the demolition of an existing 55,321 square-foot 2- story building and the development of a 141,984 square-foot 3-story public self-storage facility within a 2.70-acre site, and other associated site improvements, within the M-1 (Light Manufacturing) Zone, located at 1330 E. Cypress Street – APN – 8427-001-006.
Presented By: Mercenia Lugo, Planning Manager
Recommendation: 1. City Council Adoption of Resolution CC 22-133, adopting Mitigated Negative Declaration (SCH2022070107) as adequately prepared in accordance with the California Environmental Quality Act (CEQA) and adoption of the required findings under CEQA and the Mitigation Monitoring and Reporting Program;
2. Waive full reading, read by title only, and introduce for first reading Ordinance 22-20 entitled,
An ordinance of the City of Covina, approving and adopting a development agreement between PS Southern California One, INC. (Public Storage) and the City of Covina, related to a proposed development consisting of a 141,984 square-foot 3-story Public Self Storage building within a 2.70-acre site, for the conveyance of a $ 315,000 for citywide infrastructure improvements, for the property located at 1330 E. Cypress Street – APN – 8427-001-006.
3. City Council adoption of Resolution CC 2022-134, approving Conditional Use Permit (CUP) 21-29 and Site Plan Review (SPR) 21-160, to allow the demolition of an existing 55,321 square-foot 2-story building and the development of a 141,984 square-foot 3-story public selfstorage facility within a 2.70-acre site, and other associated site improvements, within the M-1 (Light Manufacturing) Zone, located at 1330 E. Cypress Street – APN – 8427-001-006.
EXECUTIVE SUMMARY:
Public Storage ("Applicant") proposes to demolish the existing one and two-story buildings and temporarily relocate the existing rooftop cellular tower to the southwest rear corner of the site, to allow the development of a new 141,984 square foot 3-story public self-storage building, approximately 32 feet and 8 inches in height. The building height also includes the relocation of an approximate 8-foot rooftop telecommunications antenna tower (including associated equipment) back to the new rooftop building, under a separate permit approval. The Project features would include a partial basement, a rental office, a temporary monopole cell tower, associated secured surface parking areas, pedestrian walkways, and landscaping.
BACKGROUND:
At the duly noticed public hearing on November 8, 2022, the Planning Commission considered the proposed project, as described in the title of this report, and adopted Resolution No. 2022-021 PC, Resolution No. 2022-022 PC, and Resolution No. 2022-023 PC by a 5-0-0 vote recommending that the City Council adopt and approve the proposed Project (Attachment A).
At the September 27, 2022 Planning Commission meeting, during the public hearing comment period, concerns were raised by residents regarding the proposed building height being taller than the existing industrial building currently on site.
Following the public comment period, Public Storage met with concerned residents to address the building height and view obstruction concerns. Efforts to appease the residents’ concerns were made by reducing the overall building height an additional 16 inches, by reducing the parapet height, resulting in an overall new building height of 24 feet and 8 inches from their initial proposal of 26’-0”, facing Cypress Street. The southerly rear elevation of the building will be approximately 10 feet below grade to maintain the newly proposed building height of 24’-8”. The revised building height does not include the relocation of the T-Mobile telecommunication antenna tower.
During the September 27th planning commission meeting, city staff conveyed to the Planning Commission that the City of Covina does not have a View Preservation Ordinance in place that protects views. Public Storage is well under the height limit requirement of 50 feet. The Covina Municipal Code has no law in place that prohibits the obstruction of scenic views.
As presented, the applicant meets the city’s development standards, specifically “building height”, under the M-1 Zone (CMC 17.54 Light Manufacturing).
Additional concerns raised during the September 27th public hearing comment period included environmental concerns involving construction activity and noise impacts. ESA, the environmental consulting firm selected to conduct an environmental analysis for potential impacts from the of proposed development, returned with findings that the Project will have a “Less Than Significant Impact with mitigation incorporated. Reference attached Planning Commission Agenda Packet for the Initial Study/Mitigated Negative Declaration (Attachment B). A Mitigation Monitoring and Report Program (MMRP) for the Project has been prepared pursuant to CEQA Guidelines Section 15097 and Public Resources Code Section 21081.6. This MMRP lists all applicable mitigation measures from the IS/MND. The appropriate timing of implementation and responsible party are identified to ensure proper enforcement of the mitigation measures from the IS/MND to reduce Project impacts to less than significant levels. The MMRP is included as part of the Conditions of Approval for this project.
DISCUSSION:
As part of the project entitlement, a Development Agreement between the City of Covina and Public Storage is requested for the conveyance of $ 315,000 for city-wide infrastructure improvements, releasing Public Storage from under-grounding the two existing overhead electrical and communication distribution utility lines aligned parallel, and adjacent to the project site off Cypress Avenue. All new development projects in the city are required to underground their utilities, including existing above-ground facilities on Cypress Street within the limits of the development, including facilities and wires for the supply and distribution of electrical energy, telephone, cable television, etc., by the Department of Public Works, Engineering Division, as a Condition of Approval. Under this condition, the existing overhead electrical and communication distribution utility lines aligned parallel, and adjacent to, Cypress Avenue right-of-way would be included as part of the project scope. However, the cost to underground the existing distribution electrical power poles would create an undue financial hardship to the applicant and has requested a hardship waiver for this condition to be waived. The city has the discretion to waive this condition of approval through the adoption of a development agreement. Therefore, staff recommends the City Council approve Ordinance No. 22-20, adopting Development Agreement (DA) 22-001.
FISCAL IMPACT:
Under this agreement, the city will receive a conveyance of $ 315,000 for city-wide infrastructure improvements to be used and applied toward streets, landscaping, parking lots, utilities, parks, City-owned buildings or facilities, or the acquisition of future City-owned and maintained facility.
CEQA (CALIFORNIA ENVIRONMENTAL QUALITY ACT):
Pursuant to and in accordance with CEQA, the City of Covina has completed an Initial Study to determine whether the Project may have a significant effect on the environment. The Initial Study concludes that the Project, with mitigation measures, will not have a significant effect on the environment. The City has therefore prepared a Mitigated Negative Declaration (MND), to be considered by the Planning Commission and City Council.
Pursuant to Section 15072 of the CEQA guidelines, the Project site is not on any of the lists enumerated under Section 65962.5 of the Government Code. The MND identifies that the proposed project would result in no impact or less than significant impacts in the following environmental impact categories: agricultural and forestry resources, air quality, biological resources, energy, geology and soils, greenhouse gas emissions, hydrology and water quality, land use and planning, mineral resources, public services, recreation, transportation, utilities and service systems, and wildfire. With the incorporation of mitigation measures identified in the MND, the potentially significant impacts of the proposed project in the following categories would be reduced below a level of significance, cultural and tribal resources, hazards and hazardous materials, and Noise. No significant and unmitigable impacts have been identified in the MND. The Notice of Intent to adopt the MND was published in the San Gabriel Valley Examiner on July 7, 2022, and the MND was released for a 30-day public comment period beginning on July 7, 2022 and ending on August 5, 2022. The Final MND, which consists of the Draft MND, Comments on the Draft MND, and Responses to Comments, has been completed in accordance with the requirements of CEQA. Therefore, staff recommends that the City Council adopt the MND and MMRP for the project, approve DA 22-001, and conditionally approve CUP 21-29 and SPR 21-160 ATTACHMENTS:
Attachment A - PC Resolutions
Attachment B - PC Staff Report Packet
Attachment C - MND Resolution CC 2022-133 (Exhibits A and B) (revised 11_30_22) (1) Attachment D - DA Ordinance 22-20 (revised 11/30/22)
Attachment E CUP & SPR Resolution CC 2022-134 (revised 11/30/22) Respectfully submitted,
RESOLUTION NO. 2022-021 PC
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF
COVINA, CALIFORNIA, RECOMMENDING TO THE CITY COUNCIL
THE ADOPTION OF MITIGATED NEGATIVE DECLARATION
(SCH2022070l07) AS ADEQUATELYPREPARED IN ACCORDANCE
WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND
ADOPTING THE REQUIRED FINDINGS UNDER CEQA AND THE
MITIGATION MONITORING AND REPORTING PROGRAM AND TO
TAKE ACTIONS RELATED THERETO FOR DEVELOPMENT
AGREEMENT (DA) 22-001, CONDITIONAL USE PERMIT (CUP) 21-29, AND SITE PLAN REVIEW (SPR) 21-160 FOR THE PROPERTY
LOCATED AT 1330 E. CYPRESS STREET — APN - 8427-001-006.
WHEREAS, PS Southern California One Inc. c/o Bryan Miranda, is the owner of the property located 1330 E. Cypress Street. The property owner proposes to develop a 141,984 square-foot 3-story public self-storage buildingwithina 2.70-acre site, and other associatedsite improvements,within the M1 (Light Manufacturing) Zone, located at 1330E. Cypress Street APN - 8427-001-006.
WHEREAS, PS Southern California One Inc. c/o Bryan Miranda, is the legal property owner of the property located 1330 E. Cypress Street.
WHEREAS, the development of public storage facility necessitates the following land use entitlements and collectively known as the “Project”:
1.) Development Agreement (DA) 22-001, through the adoption of Ordinance No. 22-XXX between Public Storage, Inc. and the City of Covina for the conveyance of $ 315,000 for Citywide infrastructure improvements.
3.) Conditional Use Permit (CUP) 21-29 and Site Plan Review (SPR) 21-160, to allow the demolitionof an existing 55,321 square-foot2-story building and the developmentof a 141,984 square-foot3-story public self-storage building withina 2.70-acre site, and other associated site improvements,within the M-1 (Light Manufacturing) Zone, located at 1330 E. Cypress Street — APN - 8427-001-006.
WHEREAS, the Project is considered a “project” as defined by the California Environmental Quality Act, Public Resources Code § 21000 et seq. (CEQA) and the State CEQAGuidelines(14 Cal. Code WHEREAS, pursuant to CEQA,City isthe lead agency for the Project. WHEREAS, The City subsequently contracted for the independentpreparationof environmental review for the Project, including allnecessary technical studies and reports. WHEREAS, in September 2022, the City completed an Initial Study to determine whether the Project may have a signi?cant effect on the environment, in accordance with CEQA. The Initial Study, which re?ects the independentjudgment of the City, concluded that the Project, with mitigation measures, will not have a significant effect on the environment. The City hastherefore prepared a MitigatedNegative Declaration (MND), to be considered by the Planning Commission and City Council. Pursuant to Section 15072 of the CEQAguidelines,the Project site is not on any of the lists enumerated under Section 65962.5 1 Page 4 of 1828 l5072 of the CEQAguidelines, the Project site is not on any of the lists enumerated under Section 65962.5 of the Government Code.
WHEREAS, the Draft IS/MND identi?es that the proposed project would result in no impact or less than signi?cant impacts in the following environmental impact categories: agricultural and forestry resources, air quality, biologicalresources, energy, geology and soils, greenhouse gas emissions, hydrology and water quality, land use and planning, mineral resources, public services, recreation, transportation, utilities and service systems, and wild?re. With the incorporation of mitigation measures identi?ed in the MND, the potentially signi?cant impacts of the proposed project in the following categories would be reduced below a level of signi?cance, cultural and tribal resources, hazards and hazardous materials, and Noise. No signi?cant and unmitigable impacts have been identi?ed in the MND.
WHEREAS, a Notice of Intent to adopt the Dra? IS/MNDwas publishedin the San Gabriel Valley Examiner on July 7, 2022 and the Dra? IS/MND was released for a 30-day public comment period beginning on July 7, 2022 and ending on August 5, 2022. The Draft IS/MND was available at City Hall, Community Development Department, Planning Division, located at I25 E. College Street, Covina, CA, 91723, and at .City received no comment letters.
WHEREAS, on September 15,2022, the notice of public hearing including the Intent to Adopt the Final IS/MND was publishedin the San Gabriel Valley Examiner in a one—eighthpage legal advertisement.
Further, the notice of Planning Commission public hearing was sent to all property owners within 300 feet radius of the Project Site.
WHEREAS, on September 27, 2022 and continued to October 1], 2022, October 27, 2022, and November 8, 2022, and duly noticed public hearing as prescribed by law, the Planning Commission consideredthe proposed Project, and any comments received priorto or at the public hearing,at which time staff presented itsreport, and interested persons had an opportunityto and did testify either in support or in oppositionto the proposed project, Draft IS/MND and the Mitigation Monitoring and Reporting Program.
WHEREAS, all legal prerequisites prior to adoption of this Resolution have occurred.
NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF COVINA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Based on the entire record, and reviewing the Final IS/MND and considering all oral and written infomration regarding the project and the Final IS/MND presented before and at the Planning Commission’s hearing on November 8, 2022, the Planning Commission hereby ?nds and a. The above recitals are true and correct, and the PlanningCommissionhereby incorporatesthem into this Resolution by this reference. b. Public agencies and interested members of the public have been afforded ample notice and opportunity to comment on the Final IS/MND and the Project. c. The Project has been environmentally reviewed pursuant to the provisions of CEQAand the State CEQAGuidelines. The Planning Commission has reviewed and considered the Final IS/MND and, in the exercise of its independentjudgement, recommendsthat the City Council certify the IS/MND, make appropriate environmental ?ndings and adopt a Mitigation Monitoring and Reporting Program for the Project. The Planning Commission recommends that the mitigation measures set forth therein be made applicable to the Project. The Planning Commission further ?nds that substantial evidencein light of the whole record supports the conclusion, as found in the Final IS/MND, that the Project will not result in any signi?cant effect on the environmental following the incorporationof mitigation. Therefore,the Planning ht
t
r'ects-under-review :/ov/ c/ e a
/
c
o
vi
n
a
c
a.
Commission ?nds t
h
a
t
e?°ect thhavee aonnot will projec signi?cant environment. et
SECTION 2. The do
cu
me
nts
onad materials that constitute the record of proceedings which these ?ndings and this Resol
ution
O?iee are City are o Community at based located the Clerk’s Development Department, Plan
ning
located 125 CAor atE. College Div Street, Covina, 91723, at isio .The custodian these isthe ofCity records Clerk.
n,
SECTION 3. The Sec
reta
ry
theis Reolution. certify ofshall adoption
PASSED, APPROVED AND bythe mmbers of Planning Commission Covina this 8"‘day of November 2022.
SUSAN ZERMENO, CHAIR
CITY OF COVINA PLANNING C
I hereby certify that the foregoin
g
aistrue ofResolution bythe Planning copy adopted
Commission of the City of Covina 8"‘ held day reg meeting thereof athe ofnNovember, ular 2022 by the following vote of the Commis
sion:
AYES: RICHARDSON, R
O
D
RI
G
U
EZ
,
CONNORS, MCMEEKIN, ZERMENO
NOES: NONE
ABSENT: NONE
ABSTAIN: NONE
C ING LACOMMISSION SECRETARY
h ro'ects-under-review :// ov/ aec/
c
o
vi
n
a
c
a.
,‘
RESOLUTION NO. 2022-XXXCC
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COVINA,
CALIFORNIA, ADOPTING MITIGATED NEGATIVE DECLARATION
(SCH2022070107) AS ADEQUATELY PREPARED IN ACCORDANCE
WITH THE CALIFORNIA ENVIRONMENTAL QUALITY ACT, AND
ADOPTING THE REQUIRED FINDINGS UNDER CEQA AND THE
MITIGATION MONITORING AND REPORTING PROGRAM FOR THE
DEVELOPMENT OF A PUBLICSTORAGE FACILITY WITHIN A 2.70-
ACRE SITE, FOR THE PROPERTY LOCATED AT 1330 E. CYPRESS
STREET — APN - 8427-001-006.
WHEREAS, PS Southern Califomia One Inc. c/o Bryan Miranda, is the owner of the property located 1330 E. Cypress Street. The property owner proposes to develop a 141,984 square-foot 3-story public self-storage building within a 2.70-acre site, and other associated site improvements, within the M1 (Light Manufacturing) Zone, located at 1330 E. Cypress Street — APN - 8427-001-006.
WHEREAS, PS Southern Califomia One Inc. c/o Bryan Miranda, is the legal property owner of the property located 1330 E. Cypress Street.
WHEREAS, the development of public storage facility necessitates the following land use entitlements and collectively known as the “Project”:
1.) Development Agreement (DA) 22-001, through the adoption of Ordinance No. 22-XXX, between Public Storage, Inc. and the City of Covina for the conveyance of $ 315,000 for Citywide infrastructure improvements.
3.) Conditional Use Permit (CUP) 21-29 and Site Plan Review (SPR) 21-160, to allow the demolition of an existing 55,321 square-foot2-story building and the development of a 141,984 square-foot 3-story public self-storage building within a 2.70-acre site, and other associated site improvements, within the M-l (Light Manufacturing) Zone, located at 1330 E. Cypress Street — APN - 8427-001-006.
WHEREAS, the Project is considered a “project” as defined by the Califomia Environmental Quality Act, PublicResourcesCode § 21000 et seq. (CEQA) and the StateCEQAGuidelines(14 Cal.Code Regs. sections 15000,et seq.) (CEQA Guidelines).
WHEREAS, The City subsequently contracted for the independent preparation of environmental review for the Project, including all necessary technical studies and reports. WHEREAS, in September 2022, the City completed an Initial Study to detennine whether the Project may have a significant effect on the environment, in accordance with CEQA. The Initial Study, which re?ects the independent judgment of the City, concluded that the Project, with mitigation measures, will not have a signi?cant e?ect on the environment. The City has therefore prepared a Mitigated Negative Declaration (MND), to be considered by the Planning Commission and City Council. Pursuant to Section 15072 of the CEQAguidelines,the Project site is not on any of the lists enumerated under Section 65962.5 of the Government Code.
WHEREAS, the Dra? IS/MND identi?es that the proposed project would result in no impact or less than signi?cant impacts in the following enviromnental impact categories: agricultural and forestry resources, air quality, biologicalresources, energy, geologyand soils,greenhousegas emissions,hydrology and water quality, land use and planning, mineral resources, public services, recreation, transportation, utilities and service systems, and wild?re. With the incorporation of mitigation measures identified in the MND, the potentially signi?cant impacts of the proposed project in the following categories would be reduced below a level of signi?cance, cultural and tribal resources, hazards and hazardous materials, and Noise. No signi?cant and unmitigable impacts have been identi?ed in the MND.
WHEREAS,a Noticeof Intentto adopttheDra? IS/MNDwas published in the San Gabriel Valley Examiner on July 7, 2022 and the Draft IS/MND wa released for a 30-day public comment period beginning on July 7, 2022 and ending on August 5 022 The Draft IS/MND was available at City Hall, Community Development Department, PlarmingDivision, ocated at 125 E. College Street, Covina, CA, 91723, and at htt : . iew. City received no comment letters.
WHEREAS, on September 15 2022 the notice of public hearing including the Intent to Adopt the Final IS/MND was publishedin the San Gabriel Valley Exami er in a one-eighth page legal advertisement.
Further, the notice of Planning Commission public hearing was sent to all property owners within 300 feet radius of the Project Site.
WHEREAS, on September 27 2022 and continued to October 11, 2022, October 27, 2022, and November 8, 2022, and duly noticed public hearing as prescribed by law, the Planning Commission consideredthe proposed Project and any comments received priorto or at the public hearing, at which time staff presented itsreport, and interested persons had an opportunity to and did testify either in support or in opposition to the proposedproject,Dra? IS/MND and the Mitigation Monitoring and Reporting Program.
WHEREAS, following consideration of the entire record of information received at the public hearing and due consideration of the Project, the Planning Commission found that there is no substantial evidence that the Project will have a signi?cant effect upon the environment, and the PlanningCommission, adopted Resolution No. 2022-021 PC, incorporated herein by this reference, recommending that the City Council adopt the MND and the Mitigation Monitoring and Reporting Program prepared for this Project.
WHEREAS, on December , 2022, at a duly notice public hearing as prescribedby law, the City Council considered the MND, approval of the Mitigation Monitoring and Reporting Program for the Project and adopt ?ndings pursuant to CEQA, and any comments received prior to or at ?ue public hearing, at which time sta?" presented its report, and interested persons had an opportunity to and did testify either WHEREAS, all legal prerequisitesprior to adoption of this Resolution have occurred. NOW, THEREFORE, BE IT RESOLVED, a?er reviewing the Final MND and considering all oral and written information regarding her project presented before and during that hearing, the City Council hereby finds and determines as follows: SECTION 1. The City Council hereby ?nds that the above recitals are true and correct and hereby incorporates as though set forth in ?rll by this reference. SECTION 2. The City Council hereby ?nds that agencies and interested members of the public have been afforded ample notice and opportunity to comment on the Final IS/MND and the Project. SECTION 3. The City Council has independently reviewed and considered the contents of the ,.2
I
p //covinaca go
v/
pc/
pa
2e/
me
ets
-un
de
rrev
Final MND prior to rendering as decision on the Project. The City Council hereby ?nds that the Fi n
al
IS/MND re?ects the independentjudgement of the City. The City Council furtherfinds that the additi onal infonnation providedin the staff reports, the comments on the Final IS/MND,and the evidence prese nted in written and oral testimony at the City Council and PlanningCommission hearings, does not consti tute new informationrequiring recirculation of the MND under CEQA.None of the information presente d
t
the PlanningCommission or City Councilhas deprivedthe public of a meaningful opportunity to comme nt upon an environmental impact of the Project or a feasiblemitigation measure or alternative that Covina declined to implement.
SECTION4. The City Council ?nds that the comments regarding the Final IS/MND and responses to those comments have been received by the City; that the Planning Commission and Council received informationand public testimony regarding the adequacy of the Final IS/MND; and t the City Council has reviewed and considered all such documents and testimony and the Final IS/ MN
D
prior to making its determination on the Project. The City Council, pursuant to CEQAGuidelinessect ion 15074, hereby certi?es that the Final MND has been completed in compliancewith CEQA.
SECTION5. The documentsand materialsthat constitutethe recordof proceedingson which th es
e
?ndings and this Resolutionare based are locatedat the City Clerk’s o?ice or the Community Developm ent Department, Planning Division, located at 125 E. College Street, Covina, CA 91723 or a t www.covinaca.gov. The custodian of these records isthe City Clerk.
SECTION6. Public Resources Code section 21081.6 requires the City to prepare and ado pt
a
mitigation monitoring and reporting program for any project for which mitigation measures have b e
e
n
imposedto assure compliance with the adoptedmitigation measures. The City Council hereby adopts mitigation measures set forth in the Mitigation Monitoring and Reporting Program, attached hereto Exhibit _ and incorporatedherein by this reference, and imposes each mitigatiorrmeasure as a conditio n Project approval.
SECTION 7. The City Council hereby directs the Director of Community Developmen t
to prepare and ?le a Notice of Determination with the County Clerk under Title 14, California Cod e RegulationsSection 15075.
SECTION 8. This resolution shall become effective upon adoption.
SECTION 10.The City Clerk shall certify to the passage and adoption of this Resolutionand s h
a
enter the same in the Book of Original Resolutions.
CORTEZ, MAYOR PAT
RICI
A
S
I
G
N
E
D
APPROVED this AND
da
y
De 2022.
ce
mb
er,
F
A
BI
A
N
CLERKITY DEPUTY VLE
Z,
C
A
N
D
IC
E
LEE, City Atomey K. A
P
P
R
O
V
E
D
AS TOFRM:
CERTIFICATION
I, Fabian Vel
ez,
City certify 2022- Clerk of the hereby that Resolution doof Covina, De City pu
ty
CC was duly the held ofCity aont byCouncil the of Covina regular meeting the day of December, 2
0 2
2,
the byfollowing vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Dated:
MEMBE
RS: MEMBER
S: MEMBER
S: MEMBER
S:
FAB
IAN
VEL
EZ DE
PU
TY
CITYLERK
“A” EXHIBI
T
Initial Declaration Mitigat Negative /
ed
E
X
HI
BI
T
“B”
MITIGATION MONITORING A
N
D
PROGRAM RE
PO
RT
IN
G
The State CEQA Guidelines, Section 15074
(d),
lead aor req agency that responsible adopt
uire
s
mitigation monitoring plan when approving car project when anout IS/MND identi?es ryi
ng
changes that the lead agency has required in t
h
e
toaor p made condition of approval mitigate
oj
e
ct
avoid signi?cant environmental effects. As lCity for the isresponsible for age project, ncy adoption and implementation of the mitigatio
n
(MMRP). and reporting program
The MMRP is presented in Table 4-] below a
n
d
all of beplace and effective throughout phases win
ill the project. The City will be responsible for the and esuring that all parties MMRP comply with its provisions. The City may activities consultants, or tomonitori staff, ng contractors. The City will also ensure that mo
nito
rin
g
and that isdocument through periodic reports
ed de?ciencies are promptly corrected. The desi
gnat
ed
enviro monitor track and document will
nment
al
compliance with required measures, note any may toht result, and take appropriate action rectify problems.
Due to th
e
Project Final isavailable vof the document atIS/MND,
o
l
u
City Division, Development Department, Com Planning
muni
ty
lCollege and 125 atCA, 91723, E. Street, Covina,
ht
t
clro'ects-under-review :// ov/ e/ a
co
vi
na
ca
. Page 13 of 1828
V: _,v_,_.
5 u
_ ...,~. _ . VI . _
7 ,4, 71g"~_.. J.M__ .~,.. .,..m '.g— .
-....«-;_._..' ,- .~...: ..,.. ...; _ .
v.u.7.-
. _ ;.m.a.. ,_‘ _ ,. ..
n
RESOLUTION NO. 2022-022 PC
A RESOLUTION OF THE PLANNING COMMISSION OF THE
CITY OF COVINA, CALIFORNIA, RECOMMENDING TO THE
CITY COUNCIL THE APPROVAL AND ADOPTION OF A
DEVELOPMENT AGREEMENT BETWEEN PS SOUTHERN
CALIFORNIA ONE, INC. (PUBLIC STORAGE) AND THE CITY OF
COVINA, RELATED TO A PROPOSED DEVELOPMENT CONSISTING
OF A 141,984 SQUARE-FOOT3-STORY PUBLIC SELF-STORAGE
BUILDING WITHIN A 2.70-ACRE SITE, FOR THE
CONVEYANCE OF S 315,000 FOR CITYWIDE
INFRASTRUCTURE IMPROVEMENTS, FOR THE PROPERTY
LOCATED AT 1330 E. CYPRESS STREET — APN - 8427-001-006
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislatureof the State of California adopted Government Code Sections 65864 et seq. (the Development Agreement Statute) which authorizes cities to enter into agreements for the development of real property in order to establish certain development rights in such property; and WHEREAS, pursuant to Government Code Section 65865 the City has adopted rules and regulations establishing procedures and requirements for consideration of development agreements; and
WHEREAS, PS Southem California One Inc. c/o Bryan Miranda, is the owner of the property located 1330 E. Cypress Street. The property owner proposes to develop a 141,984 square-foot 3-story public self-storage building within a 2.70-acre site, and other associated site improvements, within the M1 (Light Manufacturing) Zone, located at 1330 E. Cypress Street APN - 8427-001-006.
WHEREAS, a copy of the proposedDevelopment Agreement is attached hereto and incorporated herein as Exhibit “A” to this Ordinance; and
WHEREAS, as part of its consideration of the Project,The City prepared Dra? Mitigated Negative Declaration (“MND”) (SCH2022070l07) on the Project pursuant to the CaliforniaEnvironmental Quality Action (Public Resources Code Sections21000 et seq., “CEQA”), the Guideline for Implementationof the WHEREAS, pursuant to the Development Agreement Statute, the Planning Commission held a duly noticed public hearing on November 8, 2022, on the proposed Project and has found that the proposed Development Agreement is consistent with objectives of the General Plan, compatible with the uses authorized for the project area, in conformity with public convenienceand beneficial to the publicwelfare, and will not adversely impact the orderly development of property; and WHEREAS, all legal prerequisites prior to adoption of this Resolution have occurred. NOW, THEREFORE, THE PLANNING COMMISSION OF THE CITY OF COVINA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Based on the full record of these proceedings,the PlanningC o
m
m
is
si
on
hereby ?nds
the Development Agreement:
1. 2.
5. Is consistent with the General Plan and recommends that the City find thate proposed project as conditioned, complies with all applicable provision s
the oGeneral Plan;
f Is in conformity with public conveniences and good land use practices a s
tproje approvals,
hct
e
mitigation monitoring program and development agreement wil l
adequate gu
ar
an
te
e
infrastructure for the developmentand land uses that are compatiblewi th
thsurroun
ei dngs;
r
Will not be detrimentalto the health,safety and general welfare as proj approvals, ect mitigation monitoring program and development agreement wi ll
adequate gu
ar
an
te
e
infrastructure, safety measures and public services such as police, fire, and sanitation; Will not adversely affect the orderly development of property or the p r
e
s
e
r
v
a
ti
o
n
of property
values because the proposed development is conditioned to be consistentthe Plan General and compatible with surrounding land uses; and
Is consistent with the provisions of Government Code 65864 through 6 5 8
6 9
.
5. SECTION 2. Based upon the aforementioned ?ndings, the Plannin g
Chereby
o recommends to the City Council the approval and adoption of the Development between PS Southern California One Inc. c/o Bryan Miranda and the City of Covina attached he ret
o
Exhibi andsA"
t" incorporated herein by reference.
SECTION 3. The documents and materials that constitute the record ofwhich on these ?ndings and this Resolution are based are located at the City Clerk’s Communit or y Development Department, Planning Division, located at 125 E. College Street, C o
vi
n
a,
CAor at 91723,
http://covinacagc?pc?nage/prqects-under-review. The custodian of these records Citylerk. th e SECTION 4. The Secretary shall certify the adoption of this Resolution.
ASSED, APPROVED AND ADOPTED, by the members of the Planning Com miss
ion
this of Covina
8"‘day of November 2022.
SUSAN ZERMENO, CHAIR
ITY OF COVINA PLANNING COMMISSIO
N
hereby certify that the foregoing is a true c
o
p
y
Planning bythe Resolutio adopted of a
n mmission of the City of Covina at a regular 8"‘ November, day of the held thereof on 22, by the following vote of the Planning Com
miss
ion:
A 31 RICHARDSON,RODRIGUEZ, MCMEEKI
N,
ZERMENO
N0 =
_ Co NONE
20 ES
SE
ST
ORDINANCE NO. 2022-XXX
AN ORDINANCE OF THE CITY OF COVINA APPROVING AND
ADOPTING A DEVELOPMENT AGREEMENT BETWEEN PS
SOUTHERN CALIFORNIA ONE, INC. (PUBLIC STORAGE) AND THE
CITY OF COVINA, RELATED TO A PROPOSED DEVELOPMENT
CONSISTING OF A 141,984 SQUARE-FOOT 3-STORY PUBLIC SELFSTORAGE BUILDING WITHIN A 2.70-ACRE SITE, FOR THE CONVEYANCE OF $ 315,000 FOR CITYWIDE INFRASTRUCTURE
IMPROVEMENTS, FOR THE PROPERTY LOCATED AT 1330 E.
CYPRESS STREET — APN - 8427-001-006
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensiveplarmingand reduce the economic risk of development,the Legislature of the State of California adopted Government Code Sections 65864 et seq. (the Development Agreement Statute) which authorizes cities to enter into agreements for the development of real property in order to establish certain development rights in such property; and WHEREAS, pursuant to Govemment Code Section 65865 the City has adopted rules and regulations establishing procedures and requirements for consideration of development agreements; and
WHEREAS, PS Southern California One Inc. c/o Bryan Miranda, is the owner of the property located 1330 E. Cypress Street. The property owner proposes to develop a 141,984 square—foot3-story public self-storage building within a 2.70-acre site, and other associated site improvements, within the M 1 (Light Manufacturing) Zone, located at 1330 E. Cypress Street APN - 8427-001-006.
WHEREAS, a copy of the proposed Development Agreement is attached hereto and incorporated herein as Exhibit “A” to this Ordinance; and
WHEREAS, as part of its consideration of the Project,The City prepared Dra? Mitigated Negative Declaration (“MND”) (SCH2022070l07) on the Project pursuant to the California Environmental Quality Action (Public Resources Code Sections 21000 et seq., “CEQA”), the Guideline for Implementationof the California Environmental Quality Act (14 CaliforniaCode of Regulations, Sections 15000 et seq., the “State MND Guidelines”); and
duly noticed public hearing on November 8, 2022, on the proposed Project and has found that the proposed Development Agreement is consistent with objectives of the General Plan, compatible with the uses authorized for the project area, in confonnity with public convenience and bene?cial to the publicwelfare and will not adversely impact the orderly development of property; and WHEREAS, the City Council, after published notice, held a public hearing on December 2022 concerning the proposed Project, and has considered the reports and documents presented by City staff, the Planning Commission’s recommendation, and the written and oral comments presented at the public hearing.
WHEREAS, on December 2022 the City Council of the City of Covina held a noticed public hearing to review the Project pursuant to the Califomia Environmental Quality Act, Cal. Pub. Res.
Code § 21000 et seq. (" CEQA"), and the State CEQAGuidelines, 14C. C.R. 15000 et seq. and considered the reports and documents presented by City staff, the Planning Commission‘ s recommendation, and the written and oral comments presented at the public hearing.
WHEREAS, upon the close of the public hearing, the City Council adopted Resolution No. adopting the Final MND (SCH2022070107), adopting the Findings of Facts and adopting a Mitigation Monitoring and Reporting Program for the Project. Resolution No. and the ?ndings therein are hereby incorporated by this reference as though set forth in full.
WHEREAS, on December 2022, the City Council of the City of Covina considered the proposed Project including Conditional Use Pennit (CUP) 21-29 and Site Plan Review (SPR) 21-160 and Final IS/MND, Findings of Facts and Mitigation Monitoring and Reporting Program at a duly noticed public hearing at which time all interested persons had an opportunityto and did testify either in support or in opposition to this matter. The City Council considered all the testimony and any comments received regarding the proposed Project, the Final MND, the Findings of Facts and the Mitigation Monitoring and Reporting Program, prior to and at the public hearing.
WHEREAS, all legal prerequisites prior to adoption of this Ordinance have occurred.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF COVINA DOES ORDAIN AS FOLLOWS:
SECTION 1. Based on the full record of these proceedings, the City Council hereby ?nds the Development Agreement:
1. Is consistent with the General Plan and the City Council ?nds that the proposed project as conditioned,complieswith all applicable provisions of the General Plan;
2. Is in conformity with public conveniences and good land use practices as the project approvals, mitigation monitoring program and development agreement will guarantee adequate in?astructure for the development and land uses that are compatible with their surroundings;
3. Will not be detrimental to the health, safety and general welfare as the project approvals, mitigation monitoring program and development agreement will guarantee adequate infrastructure,safety measures and public services such as police, ?re, utilities, and sanitation;
4. Will not adversely affect the orderly development of property or the preservation of property values because the proposed development is conditionedto be consistent with the General Plan SECTION 2. Based upon the aforementioned ?ndings, the City Council hereby approves the Development Agreement between PS Southern California One Inc. c/o Bryan Miranda and the City of Covina attached hereto as Exhibit" A" and incorporated herein by reference. SECTION 3. CEQA.The environmental effects of the proposed Development Agreement were analyzed in the Final MND. The City Council reviewed the Final MND and found that it re?ects the independentjudgment of the City Council and its staff, and is an adequate and extensive assessment of the environmental impacts of the DevelopmentAgreement. The City Council certi?ed and approved the Final MND as having been prepared in compliance with the requirements of the California Environmental Quality Act (" CEQA"), made the necessary ?ndings, and adopteda MitigationMonitoringand Reporting Program through CC Resolution No. . Said Resolution is incorporated herein by this reference as though set forth in full. The City Council incorporates by this reference the ?ndings and mitigation measures contained in the Final MND, Findings of Facts and MitigationMonitoring and Reporting Program as to the environmental effects of the DevelopmentAgreement. Those actions applyequally to this approval
and are incorporated herein by this reference. The Director of Community Development sh all
?le Notice a
of Determination with the County Clerk under Title 14, California Code of Regulations Se cti
on
1507
5. SECTION 4. The Mayor shall sign and the City Clerk shall attest to the passage of Ord ina
nce.
The Mayor is authorized to execute the Development Agreement on behalf of the City once Ordi nanc
e
is effective. The executed development agreement shall be recorded against the title to the SECTION 5. Custodian of Records. The documents and materials that constitut e
trecor of
hd
e
proceedings on which these findings and this Ordinance are based are located at the Cityoffice 5 located at 125 E. College Street, Covina, CA 91723. The custodian of these records is the Cle rk.
SECTION 6. Severability. If any section, sentence, clause or phrase of this O rd
in
an
ce
the or
application thereof to any entity, person or circumstance is held for any reason to inval or id unconstitutional,such invalidity or unconstitutionality shall not affect other provisions or of this Ordinance which can be given effect without the invalid provision or application,an d
thi end the
s provisionsof this Ordinance are severable.The Peopleof the City of Covina hereby declare would the y have adopted this ordinance and each section, sentence, clause or phrase thereof, irrespe ctive
of the fact
that any one or more section, subsections, sentences, clauses or phrases be decla red
inva or
lid unconstitutional.
SECTION 7. Effective Date. This Ordinance shall become effective within thirtydays a?er its adoption.
SECTION 8. Publication. The City Clerk shall certify to the adoption of this Ordi nanc
e.
Not later
than ?fteen (15) days following the passage of this Ordinance, the City Clerk shall cause bepubli shed once the Ordinance, or a summary of thereof, along with the names of the City Council voting for and against the Ordinance,shall be published in a newspaper of general circulation inthe of Covina.
SECTION 9. Certification. The City Clerk shall certify to the passage and a d
o
p
ti
o
n
of this
Ordinance and shall enter the same in the Book of Original Ordinances.
PASSED, APPROVED, and ADOPTED this day of December, 2022 .
F
A
BI
A
N
DEPUTY CITYLERK VELE
Z,
C
A
N
D
IC
E
City Atorney LEE, K.
P
A
T
RI
CI
A
CORTEZ MAYOR
,
A
P
P
R
O
V
E
D
AS TOFRM:
CERTIFICATION
I, Fabian Velez, that No. Ordinance the City certify Citylerk ofCovina, dohereby was introduced ,2022 Therea?er onatmeeting the day ofspecial fir reading st said Ordinance the day and City onaCouncil atregular meeting ofsaid adopted dul approve yd of the vote: 2following by
0 2
3 ,
AYES:
NOES:
ABSENT:
ABSTAIN:
Dated:
MEMBER
S: MEMBER
S: MEMBER
S: MEMBER
S:
FAB
IAN
VEL
EZ DEP
UT
Y
CITYLERK
Space above this line for Recorder’s use o
n
l
y
No recording fee under Government Code Secti
on
27 38
3 DEVELOPMENT AGREEMENT
This Development Agreement (hereina?er “Agreement”) isonad etered into , 2022, by and between the CITY OF CO
VI
NA
a(“CITY”),
herein
after municipal corporation, and PS SOUTHERN CALIFORNIA ON E,
Delaware Iacorporation
N
C
.,
(hereina?er “OWNER”).
RECITALS
A. OWNER has an equitable interest in all of the real prop erty
ondescribed (“
Prop
erty”
)
Exhibit “A” and depicted on Exhibit “B.” CITY adopted and ap pr
ov
ed
the Initial Development
Approvals (as that term is defined below) for the Property genera lly
loat 1330 East Cypress
ca
te
d
Avenue (Assessor’s ParcelNumber 8427-001-006) allowing for d e
v
e
l
o
p
the Property with of
a private mini storage facility (the “Project”). To facilitate th e
Pitsthat anticipated
r
oj
e
ct
,
OWNER will work collaboratively with CITY as set forth herein.
B. Govemment Code Section 65864 et seq. (“
Development
authorizes Law”)
CITY to enter into binding development agreements with pers ons
halegal aor equitable
vin
g
interest in real property for the development of such property, all thstrengthening of purpos ee the publicplanning process, encouraging private participation a n
d
cplanning, and
o reducing the economic costs of such development. OWNER hasand CITY asked, has agreed, that a Development Agreement should be approved and a d
o
p
t
e
d
this for Property order in
to memorialize and secure the respective expectations of CITY a n
d
O
C. The City Council th(ereina?er CITY has thatis “City Council”) found e Agreement is in the best public i of and itsthat approving CITY this residents, Agreement constitutes a present exercise of and police thate isconsistent with Project powr, the applicable goals and policies of and General Plan, imposes appropriate standards requirements with respect to the termhat is(as de?ned the below) of Property in order to maintain the overall qu
ali
ty
of lie and the environment within of CITY. Prior toits
approval of this Agreement, CI
T
Y
con the environmental the of Project and impacts
side
red
completed its environmental revi
ew
the Project through of aMitigated Negative adoption
Declaration (as that term is de?ne
d
and bdoption of and Reporting Mitigation Monitoring a
el
o
w
)
Program (“MMRP’ ).
D. On XXXXX XX 2022 tPlan duly-noticed Commission of held CITY apublic ning
PLEASE RECO
RD
RECORDED WHEN A
N
D
RETURN TO:
City Clerk
City of Covina
125 East College
Covina, Californ
ia
9 1
7 2
3
hearing on 0WNER’s application for approval of this Agreement (as well as the other Initial Development Approvals), made certain ?ndings and determinations with respect thereto, and recommended to the City Council that this Agreement (and the other Initial Development Approvals) be approved. On XXXXXX XX 2022, the City Council also held a duly-noticed public hearing on OWNER S application for approval of this Agreement (as well as the other Initial Development Approvals), considered the recommendations of the Plarming Commission and foundthat this Agreement (and the other Initial Development Approvals) are consistent with and helps to implement CITY’s General Plan. On , 2022, the City Council adopted Ordinance No. , enacting this Agreement (“DA Ordinance”). This Agreement shall become effective thirty (30) days a?er the adoption of Ordinance No. (“Effective Date”).
COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereina?er contained and for other good and valuable consideration, the receipt and suf?ciency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS AND EXHIBITS.
1.1 Definitions. This Agreement uses a number of terms having speci?c meanings, as de?ned below. These specially defined tenns are distinguished by having the initial letter capitalized, or all letters capitalized, when used in the Agreement. Any terms not defined in this Section 1 below shall have the meaning assigned to them in this Agreement unless otherwise expressly indicated. The de?ned terms include the following:
1.1.1“Agreement”means this DevelopmentAgreement.
1.1.2 “CEQA”means the California Environmental Quality Act (California Public Resources Code Section 21000 et seq.) and the related CEQAGuidelines (14 Cal. Regs. § 15000 et set]-), as it now exists or may herea?er be amended.
1.1.3“CITY” means the City of Covina, a California municipal corporation.
1.1.4 “City Council” means the City Council of the CITY.
1.1.5 “Conditions of Approval” mean those conditions of approval, if any,
1.1.6 “Default”means a failure or unreasonabledelay by CITY or OWNER to perfonn any material provision herein. 1.1.7 “Development” or “Develop" means the improvement of the Property for the purposes of completing the structures, improvements and facilities comprising the Project including, but not limited to: grading; the construction of infrastructure, improvements and public facilities related to the Project whether located within or outside the Property; the construction of buildings and structures; and the installation of landscaping, on-site parking/loading and related improvements. “Development” and “Develop” also includes, without limitation, the maintenance, repair, reconstruction or redevelopment of any building, structure, improvement, landscaping or facility on the Property a?er the construction and completion thereof.
3 _
1.1.8 “Development Approvals” means collectively, the Initial Development Approvals and the Subsequent Development Approvals.
1.1.9 “Development Plan” means the plan for Development of the Property with the Project, including, without limitation, the planning and zoning standards, regulations, and criteria for the Development of the Property, contained in and consistent with Exhibit “C.”
1.1.10 “Development Impact Fees” means any requirement of CITY or other governmental or quasi-govemmental agency in connection with a Development Approval for the payment of fees in order to lessen, offset, mitigate or compensate for the impacts of development of the Project on the environment, facilities, services, improvements and/or infrastructure; or other public interests.
1.1.11 “Development Requirement” means any requirement of CITY in connection with or pursuant to any Development Approval for the dedication of land, the construction or improvement of public facilities, the payment of Development Impact Fees or assessments in order to lessen, offset, mitigate or compensate for the impacts of Development on the environment, or the advancement of the public interest.
1.1.12 “Discretionary Action(s)” or “Discretionary Approval(s)” means an Initial or Subsequent Development Approval that requires the exercise of judgment, deliberation or discretion on the part of CITY, including any board, agency, commission or department and any of?cer or employee thereof, in the process of approving or disapproving a particular activity, as distinguished from a Ministerial Permit or Ministerial Approval (as herea?er de?ned).
1.1.13 “EffectiveDate” means the date the Ordinance adopting this Agreement takes effect.
1.1.14 “Initial Development Approvals” means all permits, entitlements, that are considered, issued or approved by CITY on or before the Effective Date of this Agreement, including but not limited to: (a) Site Plan Review /Development Review (SPR) 21-160; (b) Conditional Use Permit (CUP) 21-29; (c) Mitigated Negative Declaration (with Mitigation Monitoring Plan); (d) this Agreement (DA) 22-001; and (e) Conditions of Approval for Conditional Use Permit (CUP) 21-029, Site Plan Review (SPR) 21-160, and Development Agreement (DA) 22-001. 1.1.15 “Land Use Regulations” means all ordinances, resolutions, laws, general or speci?c plans, codes, rules, regulations and of?cial policies of CITY adopted and effective on or before the Effective Date of this Agreement governing Development and use of land, including,without limitation,the permitted uses of land,
the density or intensity of use, subdivision requirements,the maximum height and size of proposed buildings, the provisions for reservation or dedication of land for public purposes, enviromnental review; and the design, improvement and construction standards and speci?cations, all as applicable to the Development of the Property with the Project. “Land Use Regulations” does not include any CITY ordinance, resolution, code, rule, regulation or official policy, governing:
(a) the conduct of businesses, professions, and occupations; (b) taxes and assessments;
(c) the control and abatement of nuisances;
(d) the granting of encroachment permits and the conveyance of rights and interests which provide for the use of or the entry upon public property; and/or
(e) the exercise of the power of eminent domain.
1.1.16 “OWNER” means PS SOUTHERN CALIFORNIA ONE, INC., a Delaware corporation and, where speci?ed in this Agreement, its successors in interest and/or assigns to all or any part of the Property.
1.1.17 “Ministerial Permit(s),” or “Ministerial Approval(s)” means a permit or approval, including, but not limited to, building permits, grading permits, and certi?cates of occupancy, which require CITY, including any board, agency, commission or department or any of?cer or employee thereof, to determine whether there has been compliance with applicable rules, statutes, ordinances, conditions of approval, and/or regulations, as distinguished from an activity which is included in the de?nition of Discretionary Action or Discretionary Approval. regulations, including, without limitation, CEQA. “Mitigation Measures” shall mean the mitigation measures imposed upon the Project pursuant to the Mitigated Negative Declaration and the Conditions of Approval as re?ected in the adopted MMRP. 1.1.19 “Processing Fees” means all application, inspection and other regulatory processing fees and charges required by CITY that are adopted for the purpose of defraying CITY’s actual costs incurred or to be incurred in the processing and administration of any form of regulatory permit, license, land use entitlement or other approval, which are applied uniformly to all development related activity within CITY, including fees for land use applications. Processing Fees are distinguished from Development Impact Fees (as de?ned above). As set forth more fully below, Processing Fees are not vested under this Agreement. 1.1.20 “Project” means the Development of the Property consistent with the Development Plan and other Initial Development Approvals. 1.1.21 “Property” means the real property described in Exhibit “A” and shown on Exhibit “B” to this Agreement.
1.2 1.1.22 “Reservation of Authority” means the rights and authority excepted from the assurances and rights providedto OWNER under this Agreement and reserved to CITY under Section 3.6 of this Agreement.
1.1.23 “Subsequent Development Approvals” means all permits, entitlements, approvals, licenses, consents, rights and privileges, and other actions (both ministerial and discretionary) considered, issued or approved by CITY subsequent to the Effective Date in connection with Development of the Property.
1.1.24 “Subsequent Land Use Regulations” means any Land Use Regulations adopted and effective a?er the Effective Date of this Agreement.
1.1.25 “Term” shallmean the period of time from the Effective Date until the termination of this Agreement as provided in Subsection 8.1, or earlier termination as provided in Section 6.
Exhibits. The following documents are attached to, and by this reference made a part o? this Agreement:
Exhibit “A” Legal Description of the Property.
Exhibit “B” Map showing Property and its location.
Exhibit “C” Development Plan for the Development of the Property.
2. GENERAL PROVISIONS.
2.1 Binding Effect of Agreement. From and following the Effective Date, Development of the Property with the Project and CITY actions on applications for Subsequent Development Approvals respecting the Property shall be subject to the terms and provisions of this Agreement.
2.2 Interest in Property. OWNER represents and covenants that it has an equitable interest in the Property.
2.3 Assignment.
the Property in whole or in part (provided that no such partial transfer shall violate the SubdivisionMap Act, Govemment Code Section 66410 et seq.), and in so doing assign its rights and obligations under this Agreement as the same may relate solely to the portion of the Property being sold, transferred, or assigned to any person, partnership, joint venture, firm or corporation at any time during the Term of this Agreement. 2.3.2 Release ofTransferring OWNER. Upon the sale, transfer or assignment of all or a portion of the Property, the transferring OWNER shall be released of all obligations under this Agreement that relate solely to the portion of the Property being sold, transferred, or assigned; provided that the obligations under this Agreement that relate to the portion of the Property being sold, transferred, or assigned are expressly assumed by and made enforceable against the transferee, pursuant to a written agreement executed by the transferee and provided to CITY not lessthan fourteen (14) days prior to the effective date of the transfer, and also recorded against the title of the
w
transferred portion of the Property concurrently with the transfer. Notwithstanding the foregoing sentences of this Section 2.3.2, the transferring OWNER shall remain responsible for all obligationsset forth in the Development Plan that do not relate solely to the portion of the Property being sold, transferred, or assigned.
3. DEVELOPMENT OF THE PROPERTY.
3.1 Rights to Develop; Development Plan Adjustments. Subject to the terms of this Agreement, OWNER shall have a vested right to Develop the Property in accordance with, and to the extent of, the Development Plan and the other Initial Development Approvals. Development of the Property, as provided for under the Development Plan and other Initial Development Approvals is hereby vested specifically with the Property, and OWNER retains the right to apportion developmentrights between itself and any subsequent OWNER, upon the sale, transfer, or assignment of any portion of the Property, so long as such apportionment is consistent with the Development Plan, the other Initial Development Approvals and the Land Use Regulations and any such transfer complies with Section 2.3.2. Notwithstanding anything to the contrary in this Section 3.1, in the event of a con?ict between any provision of this Agreement and the other Initial Development Approvals, this Agreement shall prevail.
3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, the rules, regulations and of?cial policies governing permitted uses of the Property, the density and intensity of use of the Property, the maximum height and size of proposed buildings, and the design, improvement and construction standards and specifications applicable to Development of the Property, shall be those contained in the Development Plan, the other Initial Development Approvals, the SubsequentDevelopment Approval(s) only after and to the extent approved by CITY, and the Land Use Regulations not inconsistent therewith and as otherwise provided for herein.
3.3 Subsequent Development Approvals. CITY shall accept for processing, review and action all applicationsfor SubsequentDevelopment Approvals, and such applicationsshall be processed in the normal manner for processing such matters as established by the Land Use Regulations, for all or a portion of the Property at OWNER'S option. CITY further agrees that, unless otherwise requested by OWNER or as expressly authorized by this Agreement, it shall not amend or rescind any Subsequent Development Approval(s) respecting the Property a?er such approved by CITY with respect to the Property, including, without limitation, tentative or vesting tentative subdivision map(s) approved for the Property, or any portion thereof, shall also be extended for a period equal to the Term of this Agreement and any extensions thereto. 3.4 Timing of Development. The parties acknowledge that OWNER cannot at this time predict when, or at what rate the Property will be developed with the Project. Such decisions depend upon numerous factors which are or may not be within the control of OWNER, such as market orientation and demand, interest rates, absorption, completion and other similar factors. Since the California Supreme Court held in Pardee Construction Co. v. City ofCamarillo (1984) 37 Cal. 3d 465, that the failure of the parties therein to provide for the timing of development resulted in a later-adopted initiative restricting the timing of development to prevail over such parties’ agreement, it isthe parties’ intentto cure that de?ciency by acknowledging and providing that OWNER shall have the right to Develop the Property with the Project in such order and at
such rate and at such times as OWNER deems appropriate within the exercise of its subjective businessjudgment.
3.5 Changes and Amendments. The parties acknowledge that Development of the Property with the Project may require Subsequent Development Approvals, and that in connection therewith OWNER may determine that changes are appropriate and desirable in the Initial Development Approvals, including, without limitation, the Development Plan. In accordance with Section 3.1 above, in the event OWNER finds that such a change is appropriate or desirable OWNER may apply in writing for an amendment to any Initial Development Approval(s) including, without limitation, the Development Plan to effectuate such change, and CITY shall process such application notwithstanding anything in this Agreement that may be to the contrary.
CITY shall have no obligation to grant any such application by OWNER that modi?es the permitted or conditionally permitted uses or the overall intensity or density of Development of the Property, or otherwise is a substantial modi?cation of the Development Plan having signi?cant adverse environmental impacts that have not been evaluated and mitigated to the extent feasible.
CITY’s approval of any Subsequent Development Approval (including, without limitation, any change in the Initial Development Approvals (including the Development Plan)) shall not require an amendment to this Agreement except in the event and to the extent that OWNER expressly seeks and CITY approves such amendment in connection therewith. Upon CITY’s approval of any Subsequent Development Approval, it shall become a part of the Development Approvals governing Development of the Property and shall be conclusively deemed to be consistent with this Agreement, without any further need for any amendment to this Agreement or any of its Exhibits.
3.6 Reservation of Authority.
3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development of the Property:
(a) Processing Fees imposed by CITY to cover the estimated actual costs to CITY of processing applications for Development Approvals or for monitoring compliance with any Subsequent Development Approvals granted or issued. The Project shall be subject to any increase in Processing Fees imposed by (b) Procedural regulations not inconsistent with this Agreement, relating to hearing bodies, petitions, applications, notices, ?ndings, records, hearings, reports, recommendations, appeals and any other matter of procedure. (c) Changes adopted by the International Conference of Building Officials as part of the then most current versions of the Uniform Building Code, Uniform Fire Code, Unifonn Plumbing Code, Uniform MechanicalCode, Unifonn Solar Energy Code, Uniform Swimming Pool, Spa and Hot Tub Code, Unifonn Housing Code, Uniform Administrative Code, National Electrical Code, and any other Uniform Code, and also adopted by CITY as Subsequent Land Use Regulations. Notwithstanding any provision of this Agreement to the contrary, construction in connection with the Project shall be subject to changes occurring from time to time in the provisions of the CITY’s building standards codes, including the CITY’s building, mechanical,plumbing and electrical regulations
that are based on the recommendations of multi-state professional organization(s) and become applicable throughout the CITY, including the California Building Code and other similar or related uniform codes.
(d) Regulations which may be in con?ict with the Initial Development Approval(s) but which are identified a?er the Effective Date as necessary to protect the public health, safety, and welfare. To the extent possible, any such regulations shall be applied and construed consistent with Section 3.6.3 below so as to provide OWNER with the rights and assurances provided under this Agreement. (e) Regulations which are not in con?ict with the Initial Development Approvals, including, without limitation, the Development Plan and this Agreement. Any regulation, whether adopted by initiative or otherwise, limiting the rate or timing of Development of the Property, reducing the intensity or density of the Project, or attempting to assess any additional Development Impact Fees or taxes on Development of the Property, or imposing additional and/or more stringent architectural or landscaping requirements or reviews, shall be deemed to con?ict with the Initial Development Approvals, and shall therefore not be applicable to Development of the Property with the Project.
(0 Regulations which are in con?ict with the Initial Development Approvals provided OWNER has given written consent to the application of such regulationsto Development of Property.
(g) Modifications in Federal or State laws and regulations which CITY is required to enforce as against the Project or the Development of the Property.
Changes in, or additions to, the Land Use Regulations shall apply to the Project if such changes or additions are speci?cally mandated to be applied to developments such as the Project by applicable California or federal laws or regulations that go into effect on or after the Effective Date, which prevent or preclude compliance with one or more of the provisions of this Agreement. If CITY or OWNER believes exists, then that party shall provide the other party hereto with a copy of such California or federal law or regulation and a statement of the nature of its con?ict with the provisions of the Land Use Regulations and/or of this Agreement. In the event that any such change or addition shall be required by California or federal law or regulation, then the provision(s) of this Agreement that require said change(s) shall be modi?ed or suspended as may be necessary to comply with such state or federal laws or regulations and CITY shall reasonably cooperate with OWNER in minimizing the impact of such change upon the Project and the Property. This Agreement shall remain in full force and effect to the extent it is not inconsistentwith such laws or regulations and to the extent such laws or regulations do not render such remaining provisions impractical to enforce. 3.6.2 Future Discretion ofCITY. This Agreement shall not prevent CITY, in acting on Subsequent Development Approvals, from applying Subsequent Land Use Regulations which do not con?ict with the Initial Development Approvals, including, without limitation, the Development Plan or this Agreement as set forth in Section 3.6.1, nor shallthis Agreementprevent CITY fromdenyingor conditionallyapproving any Subsequent Development Approval subject to Section 3.6.1.
4.
3.6.3 Intent. CITY acknowledges that OWNER has reasonably entered into this Agreement and intends to proceed with the Project on the assumption that CITY has adequately provided for the public health, safety and welfare through the Land Use Regulations and the Initial Development Approvals. In the event that any future, unforeseen public health or safety emergency arises, CITY agrees that it shall attempt to address such emergency in such a way as not to adversely impact Development of the Property in accordance with the Initial Development Approvals, and if that is not possible, to select that option for addressing the emergency which has the least adverse impact on Development of the Property in accordance with the Initial Development Approvals. CITY speci?cally also agrees that it will not adopt any development moratorium applicable to the Property or the Project except as a last resort response to such an emergency, and then shall maintain any such moratorium with respect to the Property and the Project only for so long as required for CITY to address the emergency in such a way as to permit the Project to be completed according to OWNER'S timetable.
3.6.4 Taxes, Assessments and Fees. This Agreement shall not prevent CITY from enacting, levying or imposing any new or increasedtax, assessment or Processing Fees that are levied or imposed on a CITY-wide basis and adopted in accordance with applicable laws and regulations; provided, however, that CITY acknowledges and agrees that it shall not impose any new or increased Development Impact Fees the Development of the Project that are adopted by CITY after the Effective Date. The parties further anticipate that CITY will impose a condition on the Project relating to its annexation into CITY’s existing Landscape and Lighting District. If and to the extent this condition is so imposed, the parties shall work diligently and in good faith to promptly process and bring to the City Council for consideration said annexation request upon OWNER’s application for same, such that said armexation is complete prior to issuance of Certi?cate of Occupancy for the production of unitsfor the Project.
3.7 Regulation by Other Public Agencies. It is acknowledgedby the partiesthat other public agencies not subject to control by CITY may possess authority to regulate aspects of the Development of the Property, and this Agreement does not limit the authority of such other public agencies. At such time as OWNER seeks such Subsequent Development Approvals from nonCITY agencies, CITY agrees to reasonably cooperate and coordinatewith OWNER in such efforts
3.8 Reserved. 3.9 OWNER'S Right to Construct Facilities. It is understood and agreed that, subject to CITY review and approval of plans and speci?cations, OWNER may elect, and reserves the right, to construct, or cause the construction of, any public or quasi-public facility for which CITY intends to collect a fee, and to dedicate the completed facility to CITY, in lieu of payment of the fee (as well as reimbursement from fees paid to CITY by other bene?tted third party property owners (if any), if said fee credit would not be sufficient to reimburse OWNER for costs beyond its proportionate fair share of said facility); provided, however, that any such reimbursement would only come from Development Impact Fees received by CITY from other third party property owners benefitted by OWNER’s construction of said facilities in connection with other development projects and CITY shall have no obligation to directly reimburse OWNER for construction of public facilities from CITY’s general funds.
3.10 Provision of Real Property Interests by CITY. In any instance where OWNER is required to construct any public improvement on land not owned by OWNER, CITY shall ?rst have acquired the necessary real property interests to allow OWNER to construct such public improvements; otherwise, OWNER shall have no obligation to so construct pursuant to Government Code Section 66462.5. Costs associated with such acquisition or condemnation proceedings, if any, shall be OWNER'S responsibility, and may be included in an assessment district (if any) on a fair share basis.
3.11 Issuance of Ministerial Permits. Upon written request of OWNER, CITY shall endeavor to expedite the processing of all applications for Ministerial Permits, including but not limited to building, grading, and other permits necessary to complete construction and occupancy of horizontal and/or vertical improvements on the Property, as set forth in the Initial Development Approvals (including, without limitation, the Development Plan), provided OWNER’s applications for such permits comply with all Land Use Regulations applying to the subject matter of the applicable permit and with the other Initial Development Approvals (including any and all Conditions of Approval attached thereto) or any Subsequent Development Approval(s) if and to the extent approved by CITY.
4. PERIODIC REVIEW.
CITY shall review OWNER’s performance every twelve (12) months at the anniversary of the adoption of the Agreement, and this periodic review shall be conducted in accordance with the Development Agreement Law (“Periodic Review”). In connectionwith this Periodic Review, OWNER shall demonstrate good faith compliance with the terms of this Agreement. If, as a result of the review, CITY ?nds and determines, based upon substantial evidence, that OWNER has not complied in good fai?i with the terms and conditions of this Agreement, CITY may serve on OWNER a notice to cure setting forth in detail the nature of OWNER’s noncompliance with this Agreement. If OWNER fails to cure the non-compliancewithin sixty (60) days of the date of the notice or, if such cure cannot be effected within such sixty (60) day period and OWNER fails to commence and proceed in good faith in an effort to cure such noncompliance within such sixty (60) day period, CITY may, by written notice to OWNER, terminate this Agreement. The review shall be conducted by the Director of Community Development. Upon completion of a Periodic Review and a finding of OWNER’s good faith compliance and further upon OWNER’s City shall an
parties; (b) this Agreement has not been amended either orally or in writing, or if it has been amended, specifying the document number of any recorded amendments; and (c) there are no existing Defaults in the performance of OWNER’s obligations under this Agreement to the actual knowledge of the party signing the Estoppel Certi?cate. 5. PUBLIC BENEFIT. In consideration for the rights and bene?ts to OWNER under this Agreement, OWNER, through its compliance with this Agreement and otherwise through implementation of the Project, provides to CITY the following public bene?ts: (a) Payment of InfrastructureFunds to City: OWNER shall pay and remit to the City of Covina, prior to issuanceof BuildingPermitsfor the Project, but not as a condition to the issuance of other permits or approvals, the sum of
$315,000.00 for the purposes of use by the City for the design and/or construction of City infrastructure within the municipal boundaries of the City of Covina. For the purposes of this Agreement, “City infrastructure” shall mean any City-owned public facility such as streets, landscaping, parking lots, utilities, parks, City-owned buildings or facilities, or the acquisition of future City-owned and maintained facility.
(b) Demolition of aging and obsolete light industrial uses in connection with Development of the Project.
(c) Elimination of blight and increased property tax revenue as a result of the implementationof the Project.
(d) Increased economic activity throughout the CITY as a result of the implementationof the Project.
6. DEFAULT, REMEDIES AND TERMINATION.
6.1 Rights of CITY after Default:No Monetary Damages Remedy Against OWNER.
In the event of a Default by OWNER, CITY may terminate this Agreement and shall otherwise have hereunder all legal and equitable remedies as provided by law, except for the recovery of monetary damages which shall not be permitted. Before CITY may tenninate this Agreement or take action to obtain judicial relief, CITY shall comply with the notice and cure provisions of Section 6.3.
6.2 OWNER Remedy Limited to Specific Performance; No Moneta_ry Damages Remedy Against CITY. The nature of a development agreement under the Development Agreement Law is a very unusual contract involving promoting a very large development project facing many complex issues including geologic, environmental, financial, market, regulatory and other constantlyevolving factors over an extremely long-time frame. The high level of uncertainty and risk involved justify the extraordinary commitments made to OWNER by CITY. The parties acknowledge that CITY would not have entered into this Agreement had it been exposed to monetary damages claimsfrom OWNER for any termination, or Default hereunder. As such, the parties agree that in no event shall OWNER be entitled to recover monetary damages of any amount or of any kind against CITY for CITY’s tennination or Default underthis Agreement. For OWNER to a order for speci?c performance against CITY, OWNER shall comply with the notice and cure provisions of Section 6.3. 6.3 Notice and Opportunity to Cure. A non-DefaultingParty in its discretionmay elect to declare a Default under this Agreement in accordance with the procedures hereinafter set forth for any alleged Default of the other party (“DefaultingParty”). However, the non-Defaulting Party must provide written notice to the Defaulting Party setting forth the nature of the breach or failure and the actions, if any, required by the Defaulting Party to cure such breach or failure. The Defaulting Party shall be deemed in Default under this Agreement, if the breach or failure can be cured, but the Defaulting Party has failed to take such actions and cure such Default within sixty (60) days after the date of such notice. However, if such Default carmot be cured within such sixty (60) day period, and if the Defaulting Party does each of the following:
1. Noti?es the non-Defaulting Party in writing with a reasonable explanation as to the reasons the asserted Default is not curable within the sixty (60) day period;
2. Noti?es the non-Defaulting Party of the Defaulting Party’s proposed cause of action to cure the Default;
3. Promptly commences to cure the Default within the sixty (60) day period;
4. Makes periodic reports to the non-Defaulting Party as to the progress of the program of cure; and
5. Diligently prosecutes such cure to timely completion, then:
The Defaulting Party shall not be deemed in Default of this Agreement once the Default has been timely cured.
6.4 Termination Notice. Upon receiving a Default Notice, should the Defaulting Party fail to timely cure any Default, or fail to diligently pursue such cure as prescribed above, the nonDefaulting Party may, in its discretion, provide the Defaulting Party with a written notice of intent to terminate this Agreement (“Termination Notice”). The Tennination Notice shall state that the non-Defaulting Party will elect to terminate the Agreement within sixty (60) days and state the reasons therefor (including a copy of any speci?c charges of Default) and a description of the evidence upon which the decision to terminate is based. Once the Termination Notice has been issued, the non-Defaulting Party’s election to terminate this Agreement shall only be rescinded (i) if the Defaulting Party fully and completely cures all Defaults prior to the date of termination, or (ii) if the non-Defaulting Party electsto revoke the Termination Notice.
6.5 Waiver of Breach. By not ?ling a legal challenge to CITY’S action to approve or issue any Development Approval within the period established by applicable law, OWNER shall be deemed to have waived any claim that any condition of approval attached to said Development Approval is improper or that the action, as approved, constitutes a breach of the provisions of this Agreement. By recordation of a ?nal subdivision map on any portion of the Property, OWNER shall be deemed to have waived any claimthat any Condition of Approval of such ?nal subdivision map is improper or that the Condition of Approval constitutes a breach of the provisions of this Agreement.
action to enforce its rights under this Agreement, and notwithstanding the limitation of the parties’ remedies under Section 6.2, the prevailing party in any such action shall be entitled to recover its reasonable attomey’s fees and costs of suit. 7. RELEASES AND INDEMNITIES. 7.1 Third-Party Litigation. 7.1.1 Non-liability of Parties. As set forth above, CITY has detemrined that this Agreement is consistent with the General Plan and meets all of the legal requirements of State law. The parties acknowledge that:
nmr,
I%34-1"
= -.
‘VA. In the future there may be challenges to the legality, validity and adequacy of the Initial Development Approvals, the Mitigated Negative Declaration, and/or this Agreement; and
B. If successful, such challenges could delay or prevent the performance of this Agreement and the Development of the Property.
C. In addition to the other provisions of this Agreement, including, without limitation, the provisions of this Section 7, neither party shall have liability under this Agreement for any failure of either party to perform its respective obligations under this Agreement under this Agreement as the direct result of a judicial determination resulting from any claim or litigation that on the Effective Date, or at any time thereafter, the Land Use Regulations, the Development Approvals, the Mitigated Negative Declaration or any related CEQA determination for the Project (“CEQA Determination”), this Agreement, or portions thereof, are invalid or inadequate or not in compliance with law.
7.1.2 Revision of Land Use Regulations. If, for any reason, the Land Use Regulations, the Initial Development Approvals (including, without limitation, this Agreement), the Mitigated Negative Declaration, or the CEQADetermination or any part thereof is herea?er judicially determined, as provided above, to not be in compliance with applicable laws or regulations and, if such noncompliance can be cured by an appropriate action otherwise conforming to the provisions of this Agreement, then this Agreement shall remain in full force and effect to the extent permitted by law. If required by a judicial decision, CITY shall process any of OWNER’s applications for amendments to any of the Initial Development Approvals, the Mitigated Negative Declaration, the CEQADetermination, and this Agreement, as necessary in response to suchjudicial decision. The Parties understand and agree that no promise can be made as to any future approval, however, because land use regulationsinvolve the exercise of CITY’S police power and it issettledCalifornia law that government may not contract away its right to exercise its police power in the future. Avco Community Developers Inc. v. South Coast Regional Com., 17 Cal.3d 785, 800 (1976); City ofGlendale v. Superior Court, 18 Cal.App.4th 1768 (1993).
7.1.3 Participationin Litigation:Indemnity. To the full extent permittedby law, representatives (each an “Agent” and collectively “Agents”) from any and all claims, suits, causes of action, ?nes, penalties, proceedings, damages, injuries or losses of any name, kind or description, specifically including attorneys’ fees (collectively, “Claim(s)”), arising in any way out of or challenging the validity of this Agreement, any of the other Development Approvals, the Mitigated Negative Declaration or the CEQADetermination. OWNER’s indemni?cation obligation shall include, but not be limited to, actions to attack, set aside, void, or annul any approval, should it occur, related to this Agreement, any of the other Initial Development Approvals, the Mitigated Negative Declaration or the CEQA Determination, including actions invoking Planning and Zoning Law or CEQA.OWNER shall reimburse CITY for any court costs and attorneys’ feesthat CITY may be required by a court to pay as a result of such Claim(s). CITY may, at its sole and absolute discretion,participate in the defense of any such Claim(s) undertaken by OWNER, or (b) retain separate counsel whose attorneys’ fees and costs shall be paid by OWNER. Such participation in the
defense of such Claim(s) or the retention of separate counsel by CITY shall not relieve OWNER of its obligations under this Agreement.
7.1.4 CITY shall promptly provide written notice to OWNER of any Claim(s).
CITY shall take all necessary and reasonable steps to provide such notice to OWNER in a timely fashion and in a manner that will not result in any substantial prejudice to OWNER’S ability to defend the relevant Claim(s). Such notice shall contain a copy of any relevant pleadings ?led in connection with the relevant Claim(s). CITY acknowledges that OWNER desires to provide the defense of any Claim(s) in a cost ef?cient manner. CITY and OWNER shall coordinate and cooperate in their defense activities, whether CITY is participating in defense undertaken by OWNER or is retaining separate counsel. As used in this Agreement, cooperation does not include CITY having to take any action or make any decision that CITY does not believe, in the exercise of its good faith judgment, is in its own best interest. Unless expressly provided to the contrary, nothing in this Agreement shall be construed in a manner that requires CITY to exercise its discretion in a particular manner.
7.1.5 OWNER may not resolve such Claim(s) without CITY’s prior written consent. In all events, CITY shall have the right to resolve any such Claim(s) in any manner, in its discretion, provided, however, OWNER’S consent shall be required (and may be granted or withheld in OWNER’S discretion) if the resolution of the Claim(s) shall require a payment by OWNER or limit OWNER’Srights under the Development Approvals, including, without limitation, this Agreement. OWNER’S obligation to pay the cost of any such Claim(s), includingjudgment, post-judgment motions, and any and all appeals, shall extend until any Claim is completely concluded, judgment is entered and completely satis?ed.
7.1.6 In the event OWNER fails or refuses to reimburse CITY for its cost to defend any Claim(s), CITY shall have the right to tenninate this Agreement, subject to the notice and cure requirements of Section 6.3 above. Additionally, in the event of any such Claim(s), the Term of this Agreement shall be tolled for the period during which such Claim(s) are proceeding until fully and ?nally resolved.
7.1.7 In orderto ensure compliancewith this Section 7, within twenty (20) days after noti?cation by CITY of the of Claim(s),
satisfactory in form to the City Attorney, guaranteeing indemni?cation or reimbursement to CITY of all costs and fees related to any action triggering the obligations of this Section 7. If CITY is required to draw on that cash or security to indemnify or reimburse itself for such costs or fees, OWNER shall restore the deposit to its original amount within ??een (15) days after notice from CITY that replenishment is required. Additionally if at any time the City Attorney detennines that an additional deposit or additional security in an amount not to exceed an additional ?fty thousand dollars ($50,000) is necessary to secure the obligations of this Section 7, OWNER shall provide such additional payment or security within ?fteen (15) days of notice from the City Attorney. 7.2 Hold Harmless: OWNER’S Construction and Other Activities. OWNER shall indemnify, defend, save and hold CITY and its Agents, as de?ned in this Section 7 above, and shall hold and save them and each of them harmless from any and all claims, damages of any kind
x
and litigation which may arise from OWNER’s or OWNER’s agents, contractors, subcontractors, agents, or employees’ operations under this Agreement, whether such operations be by OWNER or by any of OWNER’s agents, contractors or subcontractors or by any one or more persons directly or indirectly employed by or acting as agent for OWNER or any of OWNER’s agents, contractors or subcontractors. Notwithstanding anything to the contrary in this Section 7.2, nothing herein shall make OWNER liable for the negligence or willful misconduct of CITY’s Agent(s).
7.3 Survival of Indemnity Obligations. All indemnity provisions set forth in this Agreement shall survive termination of this Agreement for any reason other than CITY’s Default as provided herein and shall continue to be the liability and obligation of OWNER, binding upon OWNER, until the ?nal resolution of all Claims, and shall survive the completion, partial completion, or abandonment of the Project.
8. MISCELLANEOUS PROVISIONS.
8.1 Term of Agreement. Unless earlier terminatedas provided in Section 4 or Section 6 hereof, this Agreement shall continue in full force and effect for a period of ten (10) calendar years from the Effective Date.
8.2 Recordation of Agreement. This Agreement shall be recorded with the County Recorderby the City Clerk within the period requiredby Section 65868.5 of the Government Code.
Amendments of this Agreement approved by the parties, and any termination of this Agreement, shall be similarly recorded.
8.3 Entire Agreement. This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidenceof any such representations,understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.
8.4 Interpretation and Governing Law. This Agreement and any dispute arising hereundershall be governed and interpreted in accordancewith the laws of the State of California.
This Agreement shall be construed as a whole according to its fair language and common meaning are to party or not be employed in interpreting this Agreement, both parties having been represented by counsel in the negotiation and preparation hereof. 8.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 8.6 Singular and Plural. As used herein, the singular of any word includes the plural. 8.7 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element. 8.8 Waiver. Failure of a party to insist upon the strict performance of any of the provision(s) of this Agreement by the other party, or the failure by a party to exercise its rights
upon the Default of the other party, shall not constitute a waiver of such part y’s
toriginsist and
ht demand strict compliance by the other party with the tenns of this Agreemen t
t
h
e
r
e
a
?
e
r.
8.9 No Third Party Bene?ciaries. This Agreement is made an d
einto for the
n
t
e
r
e
d
sole protection and bene?t for the parties and their successors and assigns. ot shall person he
r
have any right of action based upon any provision of this Agreement.
8.10 Force Majeure. Neither party shall be deemed to be in De fau
lt
whe failure or
re delay in performance of any of its obligations under this Agreement is ca us
ed
byearthqu
akes otherActs of God, ?res, wars, riots or similar hostilities, strikes and other lab or
beyond di
f?
c
ul
ti
es
the party's control (including the party's employment force), government reg ulat
ions
,
court actions
(such as restraining orders or injunctions), or other causes beyond the party'ssuch Ifany events shall occur, the term of this Agreement and the time for performance extende befor d the duration of each such event, provided that the term of this Agreement not beexended under any circumstancesfor more than ?ve (5) years.
8.11 Notices. Any notice required under this Agreement sha ll
writing band in
e personally delivered, or sent by certi?ed mail (return receipt requested a n
d
posrepaid)
tag
e
overnight delivery, with a courtesy copy by email to the following:
CITY: Covina Community Development Department
A l l N: Community Development Director
125 E College St, Covina, CA 91723
(tel)
(email)
City Attorney’s Office
125 E College St, Covina,9172
3 (tel)
(email)
OWNER: PS Southern California One, I
Attn: Bryan Miranda
(tel)
(email)
court to: acopy
esy
r
'- -3...:-.,.,
., ~-..—=..==sSama‘a...
:1: —.: g;::—:u§c
8.12 Mutual Covenants. The covenants containedherein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party bene?ted thereby of the covenants to be performed hereunder by such bene?ted party.
8.13 Successors in Interest. As provided in Section 65868.5 of the Government Code, and except as otherwise provided in this Agreement, all of the terms, provisions, covenants and obligations contained in this Agreement shall be binding upon, and inure to the bene?t of, CITY and OWNER, and their respective successors and assigns.
8.14 Counterparts. This Agreement may be executed by the parties in counterparts which counterparts shall be construed together and have the same effect as if both of the parties had executed the same instrument.
8.15 Jurisdiction and Venue. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be ?led and tried in the Superior Court of the County of Los Angeles, State of California, and the parties hereto waive all provisions of law providing for the ?ling, removal or change of venue to any other court.
8.16 Project as a Private Undertaking. It isspeci?cally understood and agreed by and between the parties hereto that the Development of the Project is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between CITY and OWNER is that of a govermnent entity regulating the development of private property and the owner of such property.
8.17 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplatedhereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement.
Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and ?le or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to ful?ll the provisionsof this Agreement or to evidence or consummate the transactions contemplated by this Agreement.
8.18 Eminent Agreement to or restrict the exercise by CITY of its power of eminent domain. 8.19 Amendments in Writing/Cooperation. This Agreement may be amended only by the written consent of both parties speci?cally approving the amendment and in accordance with the Development Agreement Law. The parties shall cooperate in good faith with respect to any amendment proposed in orderto clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. 8.20 Authority to Execute. The person or persons executing this Agreement on behalf of OWNER warrants and represents that he/they have the authority to execute this Agreement on behalf of his/their corporation, partnership or business entity and warrants and represents that he/they has/have the authority to bind OWNER to the performance of its obligations hereunder.