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OSB 14-006 RESOLUTION NO. OSB 14-006 A RESOLUTION OF THE OVERSIGHT BOARD TO THE SUCCESSOR AGENCY OF THE POWAY REDEVELOPMENT AGENCY APPROVING A FY 2007-08 SEWER FUND LOAN BETWEEN THE CITY OF POWAY AND THE FORMER POWAY REDEVELOPMENT AGENCY AND MAKING FINDINGS RELATING THERETO WHEREAS, pursuant to the provisions of the California Community Redevelopment Law (Health and Safety Code Section 33000 et seq.), the City Council of the City of Poway ("City") activated the Poway Redevelopment Agency ("Redevelopment Agency") and adopted, and subsequently amended, the Redevelopment Plan for the Paguay Redevelopment Project Area ("Redevelopment Plan"); and WHEREAS, in furtherance of its redevelopment activities, the City and Redevelopment Agency completed a loan in FY 2007-08 (FY 2007-08 Sewer Fund Loan; Exhibit A), whereby the City lent to the Redevelopment Agency an amount of $1.2 million from the City's Sewer Fund for assisting the Oak Knolls Sewer Capital Improvement Project; and WHEREAS, Assembly Bill (AB) X1 26, enacted June 2011, and AB 1484, enacted June 2012 (collectively, the "Dissolution Act") required the dissolution of redevelopment agencies and established certain procedures and requirement for the wind-down of their activities; and WHEREAS, the Successor Agency to the Poway Redevelopment Agency ("Successor Agency") is the successor entity to the Redevelopment Agency and, pursuant to the Dissolution Act, is responsible for the wind-down affairs of the former Redevelopment Agency, including without limitation the performance and repayment of all enforceable obligations of the former Redevelopment Agency; and WHEREAS, the Oversight Board is the oversight board to the Successor Agency and, pursuant to the Dissolution Act, is responsible to oversee the actions of the Successor Agency in the wind-down affairs of the former Redevelopment Agency, including without limitation the performance and repayment of all enforceable obligations of the former Redevelopment Agency; and WHEREAS, Health and Safety Code Section 34171(d)(2) provides, with a few exceptions, that "enforceable obligation" does not include any agreements, contracts, or arrangements between the city, county, or city and county that created the redevelopment agency and the former redevelopment agency; and WHEREAS, the Dissolution Act further provides that after a successor agency receives a finding of completion from the Department of Finance ("DOF") pursuant to Health and Safety Code Section 34179.7, loan agreements entered into between the redevelopment agency and the city, county, or city and county that created the redevelopment agency shall be deemed to be enforceable obligations provided that the oversight board makes a finding that the loan was for legitimate redevelopment purposes; and Resolution No. OSB 14-006 Page 2 WHEREAS, the Successor Agency has received a finding of completion from the DOF on May 24, 2013; and WHEREAS, in addition to establishing when a loan agreement between the city and redevelopment agency shall be deemed to be an enforceable obligation, Health and Safety Code Section 34191.4 further establishes certain restrictions and limitations concerning loan repayments; and WHEREAS, the City and Successor Agency have submitted the FY 2007-08 Sewer Fund Loan, together with other information relating thereto, to the Oversight Board and requested that the Oversight Board approve the FY 2007-08 Sewer Fund Loan, and find that the loan of funds under the FY 2007-08 Sewer Fund Loan was for legitimate redevelopment purposes; NOW, THEREFORE, BE IT RESOLVED by the Oversight Board to the Successor Agency of the Poway Redevelopment Agency as follows: Section 1. Recitals. The recitals set forth above are true and correct and are incorporated into this Resolution by this reference. Section 2. Findings. The Oversight Board has reviewed the original purpose and use of the FY 2007-08 Sewer Fund Loan and hereby finds and determines that the loan and advances of funds by the City to the former Redevelopment Agency under the FY 2007-08 Sewer Fund Loan were for legitimate redevelopment purposes. This finding is based upon the following: a) The amounts due and owing to the City under the FY 2007-08 Sewer Fund Loan reflect the repayment to the City of amounts advanced to or on behalf of the former Redevelopment Agency for assisting the Oak Knolls Sewer Capital Improvements Project to benefit the Paguay Redevelopment Project Area and the community. b) Financing public improvements in the Paguay Redevelopment Project Area was specifically identified in the Redevelopment Plan as activities to be undertaken by the Redevelopment Agency to further the goals of the Redevelopment Plan. c) Health and Safety Code Section 33133 authorizes a redevelopment agency to accept assistance from any public or private source for the redevelopment agency's activities. Furthermore, the Redevelopment Plan specifically authorizes the Redevelopment Agency to receive assistance from the City in forms that include advances and loans. d) The Redevelopment Agency was established for the purpose of eliminating blight; stimulating private investment; upgrading commercial and industrial areas; developing parks and recreation facilities; financing public improvements; alleviating infrastructure deficiencies; and providing affordable housing in the areas constituting the Paguay Redevelopment Project Area pursuant to the adopted Redevelopment Plan. The Redevelopment Agency entered into the FY Resolution No. OSB 14-006 Page 3 2007-08 Sewer Fund Loan with the City in order to borrow funds necessary for the Redevelopment Agency to assist the Oak Knolls Sewer Capital Improvements Project in accordance with and in implementation of the Redevelopment Plan and the five-year Implementation Plan adopted by the Redevelopment Agency pursuant to Health and Safety Code Section 33490. e) The amounts provided to the Redevelopment Agency under the FY 2007-08 Sewer Fund Loan were loaned to the Redevelopment Agency to further the Redevelopment Agency's redevelopment activities and goals in accordance with and in furtherance of the Redevelopment Plan and the Implementation Plan, to benefit the Paguay Redevelopment Project Area and the surrounding community. Section 3. Approval of FY 2007-08 Sewer Fund Loan. The Oversight Board hereby approves the FY 2007-08 Sewer Fund Loan from the City to the former Redevelopment Agency, including without limitation the recalculation of interest using the Local Agency Investment Fund rate as of the quarter ending December 31, 2013, in accordance with and as set forth in the FY 2007-08 Sewer Fund Loan Repayment Schedule (Exhibit B). The total principal and interest owed ("Amounts Owed") for the FY 2007-08 Sewer Fund Loan is $1,221,840. The Oversight Board further determines that the repayment of Amounts Owed under the FY 2007-08 Sewer Fund Loan is an enforceable obligation and the Successor Agency is authorized to include the repayment of the FY 2007-08 Sewer Fund Loan as an enforceable obligation under its future Recognized Obligation Payment Schedules (ROPS) submitted to the Oversight Board for approval. As Proposition 218, and other constitutional requirements that must be met, support the need for repayment of the full amounts loaned to the Redevelopment Agency from the City's Sewer Fund, the Oversight Board hereby approves, and authorizes the Successor Agency to take such actions, in cooperation with the City, to ensure that all monies due and owing under the FY 2007-08 Sewer Fund Loan are repaid in full to the City's Sewer Fund. Section 4. Transmittal of FY 2007-08 Sewer Fund Loan to Department of Finance. The Successor Agency is hereby authorized and directed to take any action necessary to carry out the purposes of this Resolution, including without limitation, providing any documentation and evidence to the Department of Finance as necessary to obtain from the Department of Finance approval of the FY 2007-08 Sewer Fund Loan as an enforceable obligation. Resolution No. OSB 14-006 Page 4 PASSED, ADOPTED AND APPROVED by the Oversight Board to the Successor Agency of the Poway Redevelopment Agency at a meeting thereof this 30th day of April 2014. (A70 Bruce Tarzy, hair ATTEST: Sheila . Cobian, CMC, Secretary Resolution No. OSB 14-006 Page 5 STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN DIEGO ) I, Sheila R. Cobian, Secretary of the Successor Agency of the Poway Redevelopment Agency, do hereby certify under penalty of perjury that the foregoing Resolution No. OSB 14-006 was duly adopted by the Oversight Board to the Successor Agency of the Poway Redevelopment Agency at a meeting of said Board held on the 30th day of April 2014, and that it was so adopted by the following vote: AYES: TARZY, FONG-SAKAI, LYON, SCOTT, LADERMAN, THOLANDI NOES: NONE ABSENT: TAM DISQUALIFIED: NONE Sheila ..Cobian, CMC, Secretary Attachments: Exhibit A — FY 2007-08 Sewer Fund Loan Repayment Agreement and Supporting Budget Documentation Exhibit B — FY 2007-08 Sewer Fund Loan Repayment Schedule VieiiigAtife,'tiikif4,AYagg,,Gii.^1-eir'iNk■fgitgili:t:','74-*C,P,', 17.5.::.,'''',"4,1":12-41`1•314.%'4,;:`, ,:;.tVil,'1'..1z)ir,.;.':.:‘,,;:t.,znf3'4?"',44t;‘;71tr.'n.g."7-:<..ta--;;,t•r.:!..i i'Y.):Ktfil",e),;1 '3%.,i' Chart: piF Period: Fiscal Year: Fro JF.1 Ind 1. , ._JE Account kis.1.__ :E•'.i Account Transaction Dale Type Document Description Amount Debit/ Credit ros'i-M'At7e:iit.:1,1w1P„d-larkAlmt ,,.;. .E...--",---'.. I , -P,42008 1..t,99 J tio80-?10 l i!!4•PaYo!KKno."0441 .__ I_______ ___ $,,lio 9001x,i Credt 1 &. 18154 •I 01.-?1.1.??..0417 frEolL1 IBLFP0701 I itAG°4NWC4 BAIANU 1 6,664.4.f:4# 11*1 I = [ ' r"----H=,.,H---1 r 1 L ' aro t ' _ _____ _ _ r..,... .., _.. L ' .. iL 1 ■''''.-.' .„ ,,), i"---- , E -t - - --- - ------ ' , MIIIE .,,, Ti r---1 JL 1 .1_ IL 1 . f ,1 ....._ , ....._ ___ f i. f g 1 1 i E:EEI 1 i I 1 1 i L .1 , 75, Total: E _ : 449 : _ 1 Exhibit A RESOLUTION NO 08-045 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF POWAY, CALIFORNIA APPROVING AMENDMENTS TO THE CITY'S FINANCIAL PROGRAM FOR FISCAL YEARS 2007-2008 AND 2008-2009 WHEREAS, on June 19, 2007, the City Council of the City of Poway adopted the Poway Financial Program for Fiscal Years 2007-2008 and 2008-2009; and WHEREAS, a year-end review of revenue and expenditure activity has determined that certain amendments to the Poway Financial Program for Fiscal Years 2007-2008 and 2008-2009 are necessary NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Poway as follows Section 1 Attached as Exhibit A are the recommended modifications to be made to the Financial Program for Fiscal Years 2007-2008 and 2008-2009, which are approved by this Resolution. PASSED, ADOPTED, AND APPROVED by the City Council of the City of Poway at a regular meeting this 17th day of June 2008 Michael P . .t ► .yor ATTEST 1 / r �/(1 r^^^ Salam Hasenin, City Clerk Exhibit A Resolution No 08-045 Page 2 STATE OF CALIFORNIA ) SS COUNTY OF SAN DIEGO ) I, Salam Hasenin, City Clerk of the City of Poway, do hereby certify under penalty of perjury that the foregoing Resolution No 08-045 was duly adopted by the City Council at a meeting of said City Council held on the 17th day of June 2008, and that it was sc adopted by the following vote AYES EMERY, HIGGINSON, REXFORD, CAFAGNA NOES NONE ABSTAIN- NONE ABSENT BOYACK Salam Hasenin, City Clerk Exhibit A Resolution No 08-045 Page 3 Fiscal Year 2007-08 Adjustments Legislative and Administrative Amount Fund Division Account Description $20,000 100 0012 1702C Litigation-Attorney Development Services Amount Fund Division Account Description $64,500 100 0303 1706 Building Inspection Fees $2,500 100 0303 1707 Building Inspection Fees-MHP $15,000 100 0303 1705A Building Inspection Fees-Witch Crk $86,000 100 0303 7734 Building Inspection Revenue $2,500 100 0303 7740 Building Inspection Revenue-MHP Public Works Amount Fund Division Account Description $129,800 233 0412 5710 Administrative Costs/Overhead ($445,440) 261 0420 5106 Outside R & M $24,190 263 0421 5710 Administrative Costs/Overhead $41,490 264 0422 5710 Administrative Costs/Overhead $5,980 265 0423 5710 Administrative Costs/Overhead $600 267 0424 4120 Other Contractual Services $8,420 267 0424 5710 Administrative Costs/Overhead $94,910 269 0425 5710 Administrative Costs/Overhead $10,140 266 0426 5710 Administrative Costs/Overhead $6,830 262 0427 5710 Administrative Costs/Overhead $4,740 268 0428 5710 Administrative Costs/Overhead $6,240 271 0429 5710 Administrative Costs/Overhead $241,500 275 0470 5710 Administrative Costs/Overhead ($3,221,640) 510 0402 7641 Sales & Service $1,460 510 0413 1140 Overtime Salaries Exhibit A (of Attachment 1) Exhibit A Resolution No 08-045 Page 4 Capital Improvements/Prog rams Amount Fund Project ' Description $7,500 100 1298 Pedestrian Safety Improvements ($113,489) 100 1539 City Office Project $50,000 100 New Telecasting Phase II ($217,157) 510 1539 City Office Project ($221,884) 520 1539 City Office Project $17,540 510 1167 Water Conservation Program $10,200 779 1160 Senior Volunteer Patrol ($3;976) 241 1548 ADA Public Facility Improvments Debt Service & Transfers Amount Fund Account Description $82,252 100 5330 Transfers-Out ($82,252) 233 5320 Transfers-In $215,052 100 5350 Interfund Loans ($215,052) 233 5350 Interfund Loans $1,200,000 520 5350 Interfund Loans Exhibit A (of Attachment 1) Exhibit A RESOLUTION NO R-08-07 A RESOLUTION OF THE POWAY REDEVELOPMENT AGENCY APPROVING AMENDMENTS TO THE AGENCY'S FINANCIAL PROGRAM FOR FISCAL YEARS 2007-2008 AND 2008-2009 WHEREAS, on June 19, 2007, the City Council of the City of Poway adopted the Poway Financial Program for Fiscal Years 2007-2008 and 2008-2009; and WHEREAS, a year-end review of revenue and expenditure activity has determined that certain amendments to the Poway Financial Program for Fiscal Years 2007-2008 and 2008-2009 are necessary NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Poway Redevelopment Agency as follows. Section 1 Attached as Exhibit A are the recommended modifications to be made to the Financial Program for Fiscal Years 2007-2008 and 2008-2009, which are approved by this Resolution PASSED, ADOPTED, AND APPROVED by the Board of Directors of the Poway Redevelopment Agency at a regular meeting this 17th day of June 2008 o Michael P C airman ATTEST Salam Hasenin, Secretary Exhibit A Resolution No R-08-07 Page 2 STATE OF CALIFORNIA ) ) SS COUNTY OF SAN DIEGO ) I, Salam Hasenin, Secretary of the Poway Redevelopment Agency, do hereby certify under penalty of perjury that the foregoing Resolution No R-08-07 was duly adopted by the Board of Directors at a meeting of said Board held on the 17th day of June 2008, and that it was so adopted by the following vote AYES EMERY, HIGGINSON, REXFORD, CAFAGNA NOES NONE ABSTAIN NONE ABSENT BOYACK Salam Hasenin, Secretary Poway Redevelopment Agency Exhibit A Resolution No R-08-07 Page 3 Fiscal Year 2007-08 Adjustments C apital Improvements/Programs Amount Fund Project Description $1,900 473 5986 Brandalise Homeownership ($16,566) 440 5650 Property Field Acquisition ($106,212) 441 5650 Property Field Acquisition $35,000 471 1135 Shop Program $30,000 471 5949 Oak Knolls Villas Project $1,200,000 439 5806 Oak Knolls Sewer Improvements ($500,000) 441 5806 Oak Knolls Sewer Improvements ($700,000) 440 5806 Oak Knolls Sewer Improvements $500,000 441 5298 Oak Knolls Widening $700,000 440 5298 Oak Knolls Widening $45,000 436 5910 Poway Road Signage Debt Service & Transfers Amount Fund Account Description $14,000 321 5121 Tax Incement-OPA's ($1,200,000) 321 5350 Interfund Loans $1,200,000 321 5330 Transfers-Out ($1,200,000) 439 5320 Transfers-In Exibit A (of Attachment 2) Exhibit A POWAY REDEVELOPMENT AGENCY 'y"f , �' t , fii � 11!I s 't I. 1�I t�' 3 �r c � �[ C "€ t r +��a7 ivx i lr? E f F` ,� y � T �{ =i4. "� n°op V,#.°ir NT '�tE r�rl rr "';'�( 1 .� e o1.1 i t� €' prJ azma,:. #.. ?fF a :; .4 a..a itt'a sh f" € E�+ ,t t o ft w[t 4".r.k E` 5 z {; ,,, ^^��a�y�„�'I ' r a ;.� h x t �'y :k. t tn �,i �`• .1.-T'#-, I'FE„I RKI .' i l�f v„t rL�S4,+i%� Y�"bP v3..c ...m�A ,.rvl Ic yul�`;l�rt'A 1 74... _ _�'L€_'. r 6 e [1 e aj x Ez� 11E S1 a sy a E C3 n u�U p St @ '� .�•.sr;P3:t r�t:.�«..'� -a ,F 3- r�P.... 'ail' .•ndSa,'-..IMU: €-2',. ” ' " �'>,,....u?:.z W...' ` ': '�� F:;x.:'. Project includes the construction of approximately 5,600 linear feet of new 27-inch and 30-inch sewer pipeline to replace an existing trunk sewer, and approximately 3,800 linear feet of new 8-inch diameter sewer main. Appropriations Funding Source Through 6/30/09 FY 2009-10 Total Project RDA Projects (436-439) $1,230,535 $- $1,230,535 RDA Projects (2001 TAB) 2,649,698 - 2,649,698 RDA Projects (2003 TAB) 280,099 280,099 =Total[ ud 4 Q- a 714,.17.7700, 32Ir Q: ; Oi33 = �� ?�. � �� � n,. � ..wE�d�E�� .r�3 ,�1i�:y a 'J�:i LYl� l �, .gg���11i a, w:.."+..-ag22, J,a,.ei4p ib:Autuywats�k:.. __.mfi. [ �t i Appropriations Funding Source Through 6/30/09 FY 2009-10 Total Project RDA Protects (436-439) $1,230,535 $- $1,230,535 RDA Projects (2001 TAB) 2,649,698 - 2,649,698 RDA Projects (2003 TAB) 280 099 280 099 r ur, »• 003 ray r. P ,r^�^I: aa. e^ ,c^^ II I I t,� .x'TM-,tia se T 814(�1 et a I IIH a �, I 1., r :011,60` 3 ,I migh . x�g�3 ,, .N.vF £u�,€.. .� s'' .:'4'.E t`�`.�...� .<'N '4 r. `' ..1.&'.. ` lu:Er 7ne,e,. �::E?�.� _ t,'_ u ;x�r zvq.�ss ;' ` r d.�'..'�i i�.... u^+.ao;;'.�» ;3 r'r"..,.ate>w"..T,...a an•' a.,a Funding Reconciliation: Fund 436 RDA CIP Projects $30,535 Fund 439 RDA Sewer Loans $1,200.0.00 Total $1,230,535 • • 295 Exhibit A FY 2007-08 SEWER FUND LOAN 18-YEAR $1,200,000 Principal Balance Annual payment;on 6/30-of each fiscal year(18',yeat repayment) 69,888 56 LAF Interest rate 0.26% Pymt# Balances Principal Interest Total Balance @ 6/30/15 1,200,000.00 21,840.00 1,221,840.00 1 I Payment @ 6/30/15 47,548.56 21,840.00 69,388.56 Balance @ 7/1/15 1,152,451.44 - 1,152,451.44 FY 15-16 Interest - 2,996.37 2,996.37 Balance @ 6/30/16 1,152,451.44 2,996.37 1,155,447.81 2 I Payment @ 6/30/16 66,392.19 2,996.37 69,388.56 Balance @ 7/1/16 1,086,059.25 - 1,086,059.25 FY 16-17 Interest - 2,823.75 2,823.75 Balance @ 6/30/17 1,086,059.25 2,823.75 1,088,883.00 3 1 Payment @ 6/30/17 66,564.81 2,823.75 69,388.56 Balance @ 7/1/17 1,019,494.44 - 1,019,494.44 FY 17-18 Interest - 2,650.69 2,650.69 Balance @ 6/30/18 1,019,494.44 2,650.69 1,022,145.13 4 I Payment @ 6/30/18 66,737.87 2,650.69 69,388.56 Balance @ 7/1/18 952,756.57 - 952,756.57 FY 18-19 Interest - 2,477.17 2,477.17 Balance @ 6/30/19 952,756.57 2,477.17 955,233.74 5 I Payment @ 6/30/19 66,911.39 2,477.17 69,388.56 Balance @ 7/1/19 885,845.18 - 885,845.18 FY 19-20 Interest - 2,303.20 2,303.20 Balance @ 6/30/20 885,845.18 2,303.20 888,148.38 6 I Payment @ 6/30/20 67,085.36 2,303.20 69,388.56 Exhibit B FY 2007-08 SEWER FUND LOAN 18-YEAR $1,200,000 Principal Balance Continued Pymt# Balances Principal Interest Total Balance CO 7/1/20 818,759.82 - 818,759.82 FY 20-21 Interest - 2,128.78 2,128.78 Balance @ 6/30/21 818,759.82 2,128.78 820,888.60 7 I Payment @ 6/30/21 67,259.78 2,128.78 69,388.56 Balance @ 7/1/21 751,500.04 - 751,500.04 FY 21-22 Interest - 1,953.90 1,953.90 Balance @ 6/30/22 751,500.04 1,953.90 753,453.94 8 I Payment @ 6/30/22 67,434.66 1,953.90 69,388.56 Balance @ 7/1/22 684,065.38 - 684,065.38 FY 22-23 Interest - 1,778.57 1,778.57 Balance @ 6/30/23 684,065.38 1,778.57 685,843.95 9 I Payment @ 6/30/23 67,609.99 1,778.57 69,388.56 Balance @ 7/1/23 616,455.39 - 616,455.39 FY 23-24 Interest - 1,602.78 1,602.78 Balance @ 6/30/24 616,455.39 1,602.78 618,058.17 10 I Payment @ 6/30/24 67,785.78 1,602.78 69,388.56 Balance @ 7/1/24 548,669.61 - 548,669.61 FY 24-25 Interest - 1,426.54 1,426.54 Balance CO 6/30/25 548,669.61 1,426.54 550,096.15 11 I Payment @ 6/30/25 67,962.02 1,426.54 69,388.56 Balance @ 7/1/25 480,707.59 - 480,707.59 FY 25-26 Interest - 1,249.84 1,249.84 Balance @ 6/30/26 480,707.59 1,249.84 481,957.43 12 I Payment @ 6/30/26 68,138.72 1,249.84 69,388.56 Exhibit B FY 2007-08 SEWER FUND LOAN 18-YEAR $1,200,000 Principal Balance Continued Pymt# Balances Principal Interest Total Balance @ 7/1/26 412,568.87 - 412,568.87 FY 26-27 Interest - 1,072.68 1,072.68 Balance @ 6/30/27 412,568.87 1,072.68 413,641.55 13 Payment @ 6/30/27 68,315.88 1,072.68 69,388.56 Balance CP 7/1/27 344,252.99 - 344,252.99 FY 27-28 Interest - 895.06 895.06 Balance CV 6/30/28 344,252.99 895.06 345,148.05 14 I Payment © 6/30/28 68,493.50 895.06 69,388.56 Balance © 7/1/28 275,759.49 - 275,759.49 FY 28-29 Interest - 716.97 716.97 Balance © 6/30/29 275,759.49 716.97 276,476.46 15 I Payment @ 6/30/29 68,671.59 716.97 69,388.56 Balance @ 7/1/29 207,087.90 - 207,087.90 FY 29-30 Interest - 538.43 538.43 Balance © 6/30/30 207,087.90 538.43 207,626.33 16 I Payment @ 6/30/30 68,850.13 538.43 69,388.56 Balance CP 7/1/30 138,237.77 - 138,237.77 FY 30-31 Interest - 359.42 359.42 Balance @ 6/30/31 138,237.77 359.42 138,597.19 17 I Payment © 6/30/31 69,029.14 359.42 69,388.56 Balance @ 7/1/31 69,208.63 - 69,208.63 FY 31-32 Interest - 179.94 179.94 Balance @ 6/30/32 69,208.63 179.94 69,388.57 18 I Payment @ 6/30/32 69,208.63 179.94 69,388.57 Balance © 7/1/32 (0.00) - - Exhibit B