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HomeMy WebLinkAboutORANGE COUNTY CIVIC CENTER AUTHORITY - 19661/17/66 JOINT ESERCISE OF POWERS AGREEMENT BETWEEN THE CITY OF SANTA ANA AND THE COUNTY OF ORANGE CREATING TAE ORANGE COUNTY CIVIC CENTER AUTHORITY A -1966 -001 f?�7uY�N TO CLERK OF THE COUNCIL ROOM 303 CITY HALL SANTA ANA, CALIF THIS AGREEMENT, dated for convenience as of January 17, 1966, is between the CrrY of SANTA ANA, a municipal corporation duly organized and existing under the laws of the State of California, here- inafter called the "City ", and the COUNTY of ORANGE, a subdivision of the State of California, hereinafter called the "County" ; WHEREAS, the City and the County are each empowered by law to acquire, construct, maintain, operate and lease public buildings and accessory structures; and WHEREAS, the City and County are of the opinion that, within the area as shown and described on attached Exhibit "A ", hereby made a part hereof, the property should be developed as a comprehensive civic center for the purpose of construction and maintenance of various governmental facilities, including the City and County governments, and accessory structures, wallzs, and landscaping ; and WHEREAS, it is deemed advisable for the parties concerned to enter into an agreement which will ensure to the people the orderly develop- ment of the area and provide a vehicle for financing construction of public buildings in the area ; Now, THEREFORE, IT IS AGREED AS FOLLOWS SECTION 1.. Purpose. 'Phis Agreement is made pursuant to provisions of Article- '1, Chapter 5, Division 7, Title 1 of t11e Government Code of the State of California (commencing with Section 6500, hereinafter called "Act ") relating to the joint exercise of powers common to the City and the County. The City and County each possess the powers referred to in the recitals hereof. The purpose of this Agreement is to exercise such powers by acquiring, constructing, maintaining, operating and leasing ���� ��r'•� �� ��������� .._ ��_� - -- i/ �,� , ;_ °i.. �/ 2. � � _l' it,'<<; f %,�� dam_ ]/17/66 2 facilities for public buildings, with facilities and appurtenances neces- sary or convenient therefor. Such purpose will be accomplished, and said common powers exercised, in the manner hereinafter• set forth. SECTION 2. Term. This Agreement shall become effective as of the date hereof and shall continue in full force and effect for a period of fifty (50) years from the date hereof and shall not be terminated until such time as all revenue bonds herein provided for, and issued pursuant hereto, and the interest thereon shall have been paid in full or adequate provision for such payment shall have been made as set forth in the proceedings for the issuance thereof. SiCOTrON 3. gCa'LCy. A. Creation of Agency. Pursuant to Suction 6506 of the Act, there is hereby created a public entity separate from the parties hereto, to be known as the "Orange County Civic Center Authority" (hereinafter called the " Authority ") and said Authority shall be a public entity separate and apart from the City and the County. Tts debts, liabilities and obliga- tions do not constitute debts, liabilities or obligations of any party to the Agreement. B. Gorerni.r2g Board. The Authority shall be administered by a governing board of five members, each serving in their individual capacities as members of the governing board. Two members are to be appointed by the County board of Supervisors and two members are to be appointed by the Council of the City_ Those four members shall select the fifth member. 17ach member shall serve the ternrs below specified at the pleasure of the appointin}; autlror•ity except that the termination of. office of the fifth murnbcr shall be approved by both the Board of Supervisors and the City Council. 14,ach member of the governing board shall serve a four year turxn, uscupt that for the initial term one member appointed 1/17/66 3 by the County Board of Supervisors and one member appointed by the Council of the City shall serve a two year term. The members serving the short term shall be determined by lot. No member shall serve longer than tw_o consecutive terms. Such governing board shall be called the Civic Center Commission. C. Meetings of the Governing Board. (1) Regular Meetings. The Commission shall provide for its regular, adjourned regular and special meetings ; provided, however, it shall hold at least one regular meeting in each three (3) month (quarterly) period of each year. The dates upon which, and the hour and place at which, any such meeting shall be held shall be fixed by resolution and a copy of suclx resolution shall be filed with each party hereto. (2) Ralph M. Brown �lct. All meetings of the Commission, including, without limitation, reg- ular, adjourned regular and special meetings, shall be called, noticed, held and conducted in accordance with the provisions of the Ralph M. Brown Act (coxnxnencing with Section 54950 of the (sovernment Code). (3) Minutes. The Secretary of the Commission shall cause to be kept minutes of the meetings, both regular, adjourned regular and special, and shall, as soon as possible after each meeting, cause a copy of the minutes to be forwarded to each member of the Commission and to the City and to the County. (4) Quorum. A majority of the Commission shall constitute a quorum for the transaction of business, except that less than a quorum may adjourn from time to time. D. O ffcc e rs. The Board of Supervisors shall appoint the President of the Com- mission for its first year of operation and thereafter as of each succes- 1/17/66 4 sive July 1st, said Commission shall elect or re -elect its President. Said Commission shall elect a Vice President whose term shall be the same as that of the President. Said Commission shall also appoint a Secretary who may, but need not be, a member of the Commission. The Treasurer of the Authority shall be the duly - elected, qualified and acting County Treasurer serving ex- officio as Treasurer of the Author- ity. The Auditor of the Authority shall be the duly elected, qualified and acting County Auditor serving ex- officio as Auditor of the Author- ity. The Attorney for the Authority shall be the duly - appointed and acting County Counsel of the County or his duly- authorized deputy serving ex- officio as Attorney for the Authority; provided, however, that: (i) when requested by the Attorney for the Authority or on majority action of the Authority the duly- appointed and acting City Attorney of the City or his duly- authorized deputy shall assist the attorney for the Authority, and (ii) in the event of any conflict between the County and the Authority, the Authority Wray, with the prior consent of County, appoint other counsel to represent the Authority in such matter. SECT70N 4. Powers. The Authority shall have the powers cornrnon to City and County set forth in Section 1 of this Agreement, to -wit: acquiring, construct- ing and leasing public buildings with facilities and appurtenances necessary or convenient therefor. The Authority shall further have the power to maintain and operate buildings which have been acquired or constructed by the Authority and the facilities and appurtenances necessary thereto. The Authority is hereby authorized to do all acts necessary for the exercise of said common powers for said purposes, including, but not limited to, any or all of the following: to make and enter into contracts, to acquire, construct, manage, maintain or operate any buildings, works or improvements and to acquire, hold or dispose by lease but not by sale of property within the City oi' Santa Ana, pur- suant to this Agreement and the leases between the Authority and the parties hereto and any other public agencies; to incur debts, liabilities ear obligations required by the exercise of these powers which do not 1/17/66 5 constitute a debt, liability or obligation of the City or the County, and to sue and be sued in its own name. Said powers shall be exercised in the manner provided in said Act and, except as expressly set forth herein, subject only to such. restrictions upon the manner of exercising such powers as are imposed upon the County in the exercise of similar powers. The Authority may also issue revenue bonds, pursuant to Article 2, Chapter 5, Division 7, Title 1 of the (government Code of the State of California (commencing with Section 6�i40, hereinafter called the "Bond Act ") and any other applicable laws of the State of California. SiaoTioiv 5. h'iscal Year. I'or the purposes of this Agreement, the term "fiscal year" shall mean the fiscal year as established from time to time by the County, being at the date of this Agreement the period from July 1 to and including the following June 30. Si:oxmN 6. Disposition of Assets. At the end of the term Hereof, or upon the earlier termination of this Agreement as set forth in Section 2 hereof, all real property of the Authority shall automatically vest in the party thereto which has heretofore conveyed said property to the Authority and shall there- after remain the sole property of said party. All other property of Authority shall he returned to the parties in proportion to the con- tributions made. S 11 CST U)N 7. A. cqu.is- i tiort of I and or Interest Thereiyt. Upon execution of this Agreement by both parties, the City shall convey to Authority such property as it then owns of the property as shown and described on the attached Exhibit "B ", hereby made a part hereof, and County shall convey to Authority such property as it then owns of the property as shown and described on the attached Exhibit "C ", hereby made a part hereof; provided, however, that City and County may each reserve such subsurface rights and surface easements as are necessary for the purposes for which the property is owned. The parties respectively further agree to convey to Authority the balance of the property shown on said Exhibits "B" and "C ", if and when the various parcels thereof are acquired, 1/17/66 6 SF:oziory 8. Tease and Operation hJ Cites. The Authority shall execute a lease to City of the property to be conveyed by the City to Authority pursuant to this Agreement for a consideration of $1.00 per year and for the same terra as this Agree- ment, but City shall manage, maintain and operate said property so leased and shall have the right during the period of said lease to add to, extend or construct in said area so leased any and all buildings, structures or facilities in said area for use of City. Upon the request of City and upon appropriate amendment of the lease so that the lease furnishes adequate security for the bonds to be issued by Authority, Authority shall acquire and construct on said property such public buildings as are described in said lease amendment. Si�:ezrosv 9. Lea -se anal Operation, by Coicvtt,r /. The Authority shall execute a lease to County of the property to be conveyed by the County to Authority pursuant to this Agreement for a consideration of $1.00 per year and for the same terrn . as this Agreement, but County_ shall manage, maintain and operate said property so leased and shall have the right during the period of said lease to add to, extend or conatr•uct in said area so leased any and all buildings, str•uctrires or facilities in said area for use of County. Upon the request of County and upon appropriate axnendrnent of the lease so that the lease furnishes adequate, security for the bonds to be issued by Authority, Authority shall acquire and construct on said property such public buildings as are described in said lease amendment. Sr:a�•rozv ] O. Leases avith other public 1lgeyccies. The Authority shall have the power to enter into additional lease agreements with public agencies, othc +r than the parties hereto, to finance the construction of public buildings in the areas conveyed by the parties to the Authority, subject to appropriate amendment of the leases described in erections 8 and 9, and, pursuant thereto, Authority shall have the power to issue revenue bonds, notes, indentures or other evidences or indebtedness as author;zc d in the I3opd Act. 1/17/66 SECTION 11. Pe9'SOYLYLCL. The Authority shall request from the County and /or the City the services of such personnel to serve the Authority ex -officio as may be necessary to carry out this Agreement and sha]l have power to employ temporary professional and technical assistance for the performance of this Agreement ;provided that adequate sources of funds are assured for the payment of such temporary professional and technical services which are not provided by a party hereto. SECTION 7 2. ticcnecvzLs anal Deports. To the extent not covered by the duties assigned to any trustee, the Auditor of Authority shall establish and maintain such funds and accounts as may be required by good accounting practice or by any provision of any resolution of the Authority securing its revenue bonds. The books and records of the Authority in the hands of the trustee or the Auditor shall be open to inspection at all reasonable times by representatives of the City and the County. The Auditor of Authority, within 120 days after the close of each fiscal year, shall give a complete written report of all financial activities for such fiscal year to the City and to the County to the extent such activities are not covered by the report of the trustee. The trustee appointed under any resolution of issuance of the bonds of the Authority shall establish suitable funds, furnish financial reports and provide suitable accounting procedures to carry out the provisions of said resolution. Said trustee may be given such duties in said resolution as may be desirable to carry out this agreement. SECTION 13. Funds. Subject to the applicable provisions of any indenture or financing agreement, which may provide for a trustee to receive, have custody of and disburse Authority funds, the Treasurer of the Authority shall receive, have the custody of and disburse Authority funds (i) pursuant to the accounting procedures developed under Section 12 hereof, and (ii) as nearly as possible in accordance with normal County proce- dures, shall make the disbursements required by this Agreement or to carry out any of the provisions or purposes of this Agreement, 1/17/66 8 No gifts, grants, aid or similar payments from any source other than the parties to this Agreement shall be x•eceived and used by the Author- ity on any land conveyed to the Authority without the consent of the party which conveyed said property. SECTION I4. Notices. Notices hereunder shall be sufficient if delivered to City — Clerk of the Council, City Hall. County — County Clerk. Authority — Secretary — At such address as Commission shall designate for such purpose. SECTION 15. :1�7isceLZayeeou.ti. The section headings herein are for convenience only and are not to be construed as modifying or governing the language in the section referred to. Whenever in this Agreement any consent or approval is required the same shall not be unreasonably withheld. 'I`his f \grc�ernent is rnade� in the State of California under the Constitution and laws of such State and is to be so construed. To preserve a reasonable degree of flexibility, many parts of this Agreement are stated in general terms. It is understood that there will be operating memoranda executed and amended from time to time which will further define the rights and obligations of the parties. SECTION Y.F. Snvcrabilit,�. Should any part, term, or provision of this Agreement be by the courts decided to be illegal or in conflict with any law of the State of California, or otherwise be rendered unenforceable or ineffectual, the validity of the remaining portions or provisions shall not be affected thereby. SECTION 17. Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors of the parties. MO Ix WITNESS W73EREOF, the parties hereto have caused this Agree- ment to be executed and attested by their proper officers thereunto duly authorized, and their official seals to be hereto affixed, as of the day and year first above written. T1iE CITY OF SANTA A A �Attest Clerk of the Council (Seal) COUNTY OF Attest W. E. Si JOHN County Clerk a or Approved as to.-Form this day of 1966 e OIiN K. CvOLW F,LL City Attorney ORANG y (Seal) B Chairman o e o of Supervisors Ad �p Approved as For this �Y���✓.��Q °f'__�/_ Deputy A7)RIAN K R County Co sel 1/17/66 10 STATE OF CALIFORNIA ) COUNTY OF ORANGE )r SS. commissioned and sworn, persona appeared f��.�,,.. _!d __��_'_!AC�_�, me to be the Clerk of the C',olmcil, respectively, of TxE CITY of SANTA ANA, a municipal corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said municipal corporation therein named, and acknowledged to Ine that such municipal corporation executed the within instrument pursuant to a resolution of the Council of said City of Santa Ana. IN WITNP.SS WHERP:OF, I have hereunto subscribed my name and affixed my official sea] on the day and year in this certificate first above written. No ic, StaS�Qifvfacro�i¢ornia Principal Office In [Notarial Seal] o—tee C OUi1Cy My Commission Expires March 24, 1968 1/17/66 11 STATE OF CALIFORNIA ) COUNTY OF ORANGE 3 SS. -- �n�hi��_�_`__ day of�_ _______________ _ _, in the year 1966, before me, --- ,- /---- ----- �-- Ll___, a Notar Public, State Californi�a�d�uly � (/commissioned and sworn, personally appeared -- �._�:C�+/ known t me to be the Chairman of th o of Supervisors, and �j�/fa��:_C��� - - - -, known to me to be t�y Clerk, respectively, of TxE COi7NTY of ORANGE, a public corporation that executed the within instrument, and known to me to be the persons who executed the within instrument on behalf of said public corporation therein named, and acknowledged to me that such public corporation executed the within instrument pursuant to a resolution of. the Board of Super- visors of said County of Orange. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on the day and year in this certificate first above written. �� � � No y Public, State of California • -•-•---••-'•--'JOHN M.--PATTERSON [Notarial Seal] Nntary Pu tint State et California Principal Office in Ora r.ge County - 7 .......................... ............................... My Commission Expires Oct. 76, 7969 STATE OF CALIFORNIA ) ) ss. COUNTY OF ORANGE ) I, W, E. ST JOHN, County Clerk and ex- officio Clerk of the -Board of Supervisors of Orange County, California, hereby certify that the above and foregoing Resolution was duly and regularly adopted by the said Soard at a regular meeting thereof held on the 18th day of January 1966 , and passed by a unanimous vote of said Board. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18th day of Janusry , 1966. W. E. ST JOHN County Clerk and�ex�- officio Clerk of the Board,- o� '-Su;ier�soacs of Orange Covr -iEyr; Cgliforn:i'a; _ /, � " � _ � :;- - Deputy. � `:' ��� � � f '.. ,~ n i 2. tt "': new`, ' RESOLUTION 6 6- 1 5 A P PROVI NG AND AUTHORIZING EXEC UT I UN OF A JO = N'T' EXERC I S E OF POWERS AGRr:EMEN`1' BETWEEN THE CGI`I'Y OF SANTA ANA AND THE COUNTY OF ORANGE CREATING THE U12ANGE COUN'Z'Y CIVIC CENTER AUTHORITY WHEREAS, the COUNTY OF ORANGE and the CI�T'Y OF SANTA ANA have reached agreement for the development of an area in the CITY for the location of CITY and COUNTY buildings and structures; and WHEREAS, after several studies, planning sessions, and conferences , th e C I TY a nd COUNTY have prepare d a n i ns t rument to create the ORANGE COUNTY CIVIC CENTER AUTHORITY to further their individual and joint purposes in the creation, financing, and construction of buildings and facilities; and WHEREAS, said instrument is in final form anc3 has been approved by each of the parties thereto_ NOW, THEREFORE, BE IT RESOLVED: .That the City Council of the City of Santa Ana approves that certain Agreement dated January 17, 1966, between the CITY and the COUNTY OF ORANGE, entitled "JOINT EXERC I S E OF POWERS AGREEMENT BETWEEN THE C I TY OF SANTA ANA AND THE COUNTY OF ORANGE CREATING THE ORANGE COUN'T`Y CIVIC CENTER AUTF�iORITY", and directs the Mayor and the Clerk of the Council to execute the same for and on behalf of the CI`T`Y OF SANTA ANA. PASSED AND ADOPTED by the C i ty C ounc i 1 o f the C i ty o f Santa Ana at its regular meeting held on the 17th day of January, 1966.: AT`T'EST s DORIS M_ BROy/N CLERK OF THE COUNC I L STAT E OF CALIFORNIA ) COUNTY OF ORANGE ) S S C TTY OF SANTA ANA ) HARPY boa E- 1ARVEY MAYOR I, DORIS M. BROWN, do hereby certify that I am the Clerk of the Council of the City of Santa Ana; that the foregoing Resolution was regularly introduced to said Council at its regular meeting held on the 17th day of January, 1966, and was at said meeting regularly passed and adopted by the following vote, to wits AYES, COUNCILMEN- Gilmore, Brooks, Burk, Herrin, McMichael, Harvey NOES , COUNCILMEN n Marke 1 ABSENT, COUNCILMENx Hone DORIS Ev1. BROVr/N CLERK OF THE COUNCIL r �r SANTA ANA CHAMBER OF COMMERCE POST OFFICE E30X 205 S A N T A A N A, C A L I F O R N I A E X E C V T R V E O F F I C E 5 December 31, 1965 Mayor Harry Harvey, and Members, City Council City of Santa Ana City Hall, 3rd and Main Streets Santa Ana, California Gentlemen: The Board of Directors, at its regular meeting on Thursday, December 30, 1965, unanimously passed the following resolution: That the Board of Directors support in principle the Joint Powers Agr <oement as per rough draft December 2, 1965, by Adrian Kuyper, County Counsel, and further reviewed and evalu�.ted by Santa Ana City Attorney John Colwell. fJg�Jl� Respectfully submitted, ank J. inas Secretary ! i `.� ii • 'cam ! '_ 4.� B t: i.� :.� c s3 � [ �._ _— r _ -- - _ _ - -- ___ -- 3 -� � � a_ 1 L ,(�,�� l_ �_. =�i1 �� 1 (�eL C�UE�j��L r ,J Cf" Janice Boer MUNICIPAL. PROCEDURES ANALYST 9 1 2 N O R T H L O W E L L S A N T A A N A, C A L I F O R N I A 543 -4808 "Be more caref u1 in lending your name than ,you would be in lending your money ". Coming from frugal Benjamin Franklin, this was a very portentous admonition. He later added that "history is often merely a record of men's mistakes ". Today you men are being asked to lend the city's name to a financing procedure which disenfranchises all of the people of Orange County. No longer will they have any say in what buildings may be built on the present and future civic center area. Inherent in this decision is the fact that it will bind future city councils and future voters, perhaps against their will; for once the county contracts with the Authority for courthouse construction the city has irrevocably committed itself to a fifty -year contract with the bond - holders. You may never implement any city buildings; but you can never forbid further county buildings. You cannot forbid the Authority to enter into a lease agreement with the state, the federal government or any other public agency if the construction is on land not belonging to the city. Not long ago the U.S, Supreme Court, twelve men who have assumed unto themselves the power to play God, silenced the voices of millions of persons living in small cities and counties. They did this by decreeing that we should have re- apportionment. For this they will be remembered by many with bitterness for many years to come, Today the city council faces a similar decision. Seven men can make a majority decision which can forever disenf ranchise the voters of Orange County in regard to the financing of public buildings in and around the Civic Center. Public buildings take a mammoth bite out of our tax dollars, but at the very beginning of the public building boom the people are quite effectively silenced by your vote. To many with whom I have spoken it appears that the establishment of this Authority is merely a means by which an uneconomical County can get its hands on the assets of a city which in the past has been noted for being thrifty. They appear to be enticing us down that "wide, wide road" with the glittering bait of "Go thou, and do likewise ". I trust that in this case the council will have the wisdom to reject the bait and recognize it for what it is. �Fy Januar � 7 , 1 X65 � � �' � .r � L ,� - ��.� _ r=�� ��., __ _- - � -. -cam Santa Ana City Council City Hal l �/1� � �' �Q Ana, `��`� - Santa California �`��w_,___y. ---------------- Gentlemen: 1. ±- .�.:�� '��- t iC C����`��;� "Be more caref u1 in lending your name than ,you would be in lending your money ". Coming from frugal Benjamin Franklin, this was a very portentous admonition. He later added that "history is often merely a record of men's mistakes ". Today you men are being asked to lend the city's name to a financing procedure which disenfranchises all of the people of Orange County. No longer will they have any say in what buildings may be built on the present and future civic center area. Inherent in this decision is the fact that it will bind future city councils and future voters, perhaps against their will; for once the county contracts with the Authority for courthouse construction the city has irrevocably committed itself to a fifty -year contract with the bond - holders. You may never implement any city buildings; but you can never forbid further county buildings. You cannot forbid the Authority to enter into a lease agreement with the state, the federal government or any other public agency if the construction is on land not belonging to the city. Not long ago the U.S, Supreme Court, twelve men who have assumed unto themselves the power to play God, silenced the voices of millions of persons living in small cities and counties. They did this by decreeing that we should have re- apportionment. For this they will be remembered by many with bitterness for many years to come, Today the city council faces a similar decision. Seven men can make a majority decision which can forever disenf ranchise the voters of Orange County in regard to the financing of public buildings in and around the Civic Center. Public buildings take a mammoth bite out of our tax dollars, but at the very beginning of the public building boom the people are quite effectively silenced by your vote. To many with whom I have spoken it appears that the establishment of this Authority is merely a means by which an uneconomical County can get its hands on the assets of a city which in the past has been noted for being thrifty. They appear to be enticing us down that "wide, wide road" with the glittering bait of "Go thou, and do likewise ". I trust that in this case the council will have the wisdom to reject the bait and recognize it for what it is. �Fy In return for the fifty -year use of our land ann facilities as collateral for floating bonds for COUNTY buildings, we are condescendingly allowed to sit in the rumble seat with two out of five votes and a COUNTY SELECTED chairman. Is the Commission already considered to be incompetent to select its first chairman, or is the county serving notice on us that they intend to retain control from the very beginning? (1) Why doesn't the county freely place all of its buildings into the financing pool exactly as they expect us to do? Where is the map delineating their future intent? This blanit- check agreement allows them to remove from future jeopardy all buildings which . might produce future income? �idhere is the revenue to be obtained to pay off the revenue bonds? (2) Why does the present agreement already contain the provision that the Authority may enter into lease agreements with other government agencies and districts? (A word to the wise should be sufficient if the word is truly wanted) (3) Why does the county ref use to have a larger Commission? Your request for restriction of terms was met with four counter- proposals for liberalization (4) Adding the phrase about land to be purchased in the future makes the power of the Authority virtually limitless (with county or city permission to exercise it). The power to use public funds to benefit private developers is one of the most dangerous powers contained in the Joint Powers Act. The 1965 amendment to the Act, adding "and other public buildings" failed to add the definition of a public building. In answer to my question two months ago, Mr. Thomas stated before you gentlemen that the Authority had the power to define what is a public building. This power, coupled with the power to purchase further land in the future, creates a virtually limitless authority. Do .you want to wive that much power to any agency of your creation which is not directly responsible to the people who must foot the bi11? If a Joint Powers Agreement is approved by this council the city wi11 never be the same for any of us in the future. It wi11 have been made by .You, for me and for others, a -place of future bondage. Is this the way you want to be remembered? As I sign this letter I wi11 say a personal prayer for each of you. The prayer could be briefly stated as "Forgive them, Father, for they know not what they do ". Sincerely, _ .:' / - C�jiLC_ C'-� - � , r i��i / z`--L 2'� � ��.