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a. (Form) Lease Agreement 11281-0009\2392195v4.doc RWG DRAFT: 5/21/2020 Recording requested by and when recorded mail to: City of Orange c/o Richards, Watson & Gershon, A Professional Corporation 350 South Grand Avenue, 37th Floor Los Angeles, California 90071 Attention: Teresa Ho-Urano, Esq. Exempt from Recording Fees Pursuant to Gov. C. § 6103 Exempt from Documentary Transfer Tax Pursuant to Rev. & T.C. § 11922 ==================================================================== LEASE AGREEMENT by and between the CITY OF ORANGE, as lessor and the ORANGE CITY PUBLIC FACILITIES FINANCING AUTHORITY, as lessee Dated as of July 1, 2020 ==================================================================== TABLE OF CONTENTS Page 11281-0009\2392195v4.doc -i- SECTION 1. DEFINITIONS .......................................................................................... 1 SECTION 2. LEASE OF LEASED PROPERTIES ....................................................... 2 SECTION 3. TERM ....................................................................................................... 2 SECTION 4. RENTAL ................................................................................................... 3 SECTION 5. TITLE ....................................................................................................... 3 SECTION 6. DEFAULT ................................................................................................ 3 SECTION 7. EMINENT DOMAIN ............................................................................... 4 SECTION 8. RIGHT OF ENTRY .................................................................................. 4 SECTION 9. SURRENDER OF PROPERTIES UPON TERMINATION ................... 4 SECTION 10. QUIET ENJOYMENT BY THE AUTHORITY ...................................... 4 SECTION 11. ASSIGNMENTS AND SUBLEASES ..................................................... 4 SECTION 12. WAIVER OF PERSONAL LIABILITY .................................................. 5 SECTION 13. TAXES ...................................................................................................... 5 SECTION 14. GOVERNING LAW ................................................................................. 5 SECTION 15. NOTICES .................................................................................................. 5 SECTION 16. VALIDITY AND SEVERABILITY ........................................................ 5 SECTION 17. PURPOSE OF LEASE ............................................................................. 5 SECTION 18. WAIVER OF DEFAULT ......................................................................... 5 SECTION 19. SECTION HEADINGS ............................................................................ 6 SECTION 20. AMENDMENTS ...................................................................................... 6 SECTION 21. EXECUTION ............................................................................................ 6 EXHIBIT A DESCRIPTION OF LEASED PROPERTIES 11281-0009\2392195v4.doc LEASE AGREEMENT This Lease Agreement, dated as of July 1, 2020 (this “Lease”), is made by and between the CITY OF ORANGE, a municipal corporation duly organized and existing under the laws of the State of California (the “City”), as lessor, and the ORANGE CITY PUBLIC FACILITIES FINANCING AUTHORITY, a joint powers authority duly formed and existing under the laws of the State of California (the “Authorit y”), as lessee. RECITALS: A. The Authority is a joint powers authority duly organized and existing under and pursuant to that certain Joint Exercise of Powers Agreement, dated as of March 19, 2020, by and between the City and the California Statewide Communities Development Authority, and under the provisions of Articles 1 through 4 (commencing with Section 6500), Chapter 5, Division 7, Title 1 of the Government Code of the State of California, and is authorized pursuant to Article 4 of the Act to borrow money for the purpose of financing and refinancing public capital improvements. B. The Authority is issuing its Lease Revenue Bonds, Series 2020A (the “Bonds”), pursuant to the Indenture, dated as of July 1, 2020 (the “Indenture”), by and between the Authority and U.S. Bank National Association, as trustee. C. Proceeds from the sale of the Bonds will be used to assist the City with the financing of certain public capital improvements, including: (i) the construction of a new Fire Station No. 1 Headquarters, (ii) roof and related improvements at the City’s police station headquarters, (iii) roof and other improvements at the City’s other fire stations, and (iv) installation of security improvements at City facilities. D. In connection with the issuance of the Bonds, the City and the Authority desire to enter into this Lease, whereby the Authority will lease certain real property from the City (the “Leased Properties”). E. Pursuant to the Sublease, dated as of even date herewith, by and between the City and the Authority, the Authority will sublease the Leased Properties to the City. NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: SECTION 1. DEFINITIONS. Terms used and not otherwise defined herein but which are defined in the Indenture shall have the meanings ascribed to them in the Indenture. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Lease, have the meanings specified in this Section (the following definitions to be equally applicable to both the singular and plural forms of such defined terms): 11281-0009\2392195v4.doc -2- “Bonds” means the Authority’s Lease Revenue Bonds, Series 2020A. “Commencement Date” means the Closing Date with respect to the Bonds. “Leased Properties” means the real property in the City described in Exhibit A of this Lease, and incorporated herein by reference, including improvements thereon, including the following in the City: (i) the property identified in Exhibit A as Parcel No. 1, including the addresses currently known as 105 South Water Street (the Fire HQ Property) and 189 S. Water Street (City Water Division operation center), (ii) the property identified in Exhibit A as Parcel No. 2, including the address currently known as 300 East Chapman Avenue (City Civic Center), and (iii) the property identified in Exhibit A as Parcel Nos. 3 and 4, including the addresses currently known as 368 North Prospect Street (Grijalva Park). “Expiration Date” means November 1, 20__; provided, however, if on such date, the City is in default with respect to any Base Rental payment or an abatement event has occurred such that all Base Rental payments have not been made under the Sublease, then the Expiration Date shall be automatically extended to November 1, 20__. “Indenture” means the Indenture, dated as July 1, 2020, by and between the Authority and the Trustee, relating to the Bonds, as the same may be amended, supplemented or otherwise modified from time to time, pursuant to the terms thereof. “Lease” means this Lease, and as the same may be amended, supplemented or otherwise modified from time to time pursuant to the terms hereof. “Sublease” means the Sublease, dated as of July 1, 2020, with respect to the Leased Properties, by and between the Authority, as lessor, and the City, as lessee, and as the same may be amended, supplemented or otherwise modified from time to time pursuant to the terms thereof. “Trustee” means The Bank of New York Mellon Trust Company, N.A., its successors and assigns, acting as the Trustee under the Indenture. SECTION 2. LEASE OF LEASED PROPERTIES. The City hereby leases the Leased Properties to the Authority and the Authority hereby leases the Leased Properties from the City, on the terms and conditions in this Lease. SECTION 3. TERM. The term of this Lease shall commence on the Commencement Date and shall end on the last day of the term of the Sublease; which is the earliest of: (i) the Expiration Date; (ii) the date 11281-0009\2392195v4.doc -3- on which the Base Rental payments are paid (or prepaid) in full under the provisions of the Sublease; or (iii) the date of discharge of the Indenture. SECTION 4. RENTAL. The Authority agrees to pay to the Trustee on the Closing Date the proceeds of the Bonds as advance rental for the use and right to possession of the Leased Properties for the term of this Lease. The rental shall be applied by the Trustee as provided in the Indenture. SECTION 5. TITLE. In accordance with the Sublease, the City shall obtain one or more CLTA (or at the City’s sole discretion, ALTA) policies of title insurance at the time of and dated as of the Commencement Date in an amount not less than the aggregate principal amount of the Outstanding Bonds, payable to the Trustee, insuring the respective interests of the City and the Authority in the Leased Properties, and insuring the validity of this Lease and the Sublease, issued by a title insurance company qualified to do business in the State of California and acceptable to the Trustee. To the extent permitted under the Indenture, the costs of obtaining such title insurance policy or policies may be paid out of the sale proceeds of the Bonds. SECTION 6. DEFAULT. If - (a) the Authority shall fail to keep, observe or perform any term, covenant or condition contained herein to be kept or performed by the Authority, or (b) the Authority’s interest in this Lease or any part thereof is assigned or transferred without the written consent of the City, either voluntarily or by operation of law or otherwise, except as provided in Section 11 hereof, or (c) any proceeding under the United States Bankruptcy Code or any federal or state bankruptcy, insolvency or similar law or any law providing for the appointment of a receiver, liquidator, trustee or similar official of the Authority or of all or substantially all of its assets is instituted by or with the consent of the Authority, or is instituted without its consent and is not permanently stayed or dismissed within 30 days, or (d) the Authority offers to the Authority’s creditors to effect a composition or extension of time to pay the Authority’s debts, or asks, seeks or prays for a reorganization or to effect a plan or reorganization or for readjustment of the Authority’s debts, or (e) the Authority shall make, in connection with any proceedings related to bankruptcy, insolvency, liquidation, winding up or similar events a general assignment or any assignment for the benefit of the Authority’s creditors, then the Authority shall be deemed to be in default hereunder and it shall be lawful for the City to exercise any and all rights and remedies available pursuant to law; provided, however, that: (i) no merger of this Lease and the Sublease shall be deemed to occur as a result thereof and 11281-0009\2392195v4.doc -4- (ii) so long as any Bonds remain outstanding, the City shall have no power to terminate this Lease by reason of any default on the part of the Authority. Neither the City nor the Authority shall in any event be in default in the performance of any of its obligations hereunder or imposed by law unless and until the City or the Authority (as the case may be) shall have failed to perform such obligation within 30 days after notice by the Authority or the City (as the case may be) to the nonperforming party properly specifying wherein such party has failed to perform any such obligation. SECTION 7. EMINENT DOMAIN. If the whole or any part of the Leased Properties shall be taken under the power of eminent domain, the interest of the Authority shall be recognized and any condemnation award shall be applied as provided in Section 9 of the Sublease. SECTION 8. RIGHT OF ENTRY. The City and its assignees shall have the right to enter any of the Leased Properties during reasonable business hours (and in emergencies at all times) (a) to inspect the same, (b) for any purpose connected with the City’s or the Authority’s rights or obligations under this Lease and (c) for all other lawful purposes. SECTION 9. SURRENDER OF PROPERTIES UPON TERMINATION. The Authorit y agrees upon the termination of this Lease to quit and surrender the Leased Properties in the same good order and condition as the same were in at the time of commencement of the term hereunder, reasonable wear and tear excepted, and the Authority and the City agree that any permanent improvements and structures existing upon the Leased Properties at the time of the termination of this Lease shall remain thereon and title thereto shall be vested in the City. SECTION 10. QUIET ENJOYMENT BY THE AUTHORITY. The Authority shall at all times during the term of this Lease peaceably and quietly have, hold and enjoy the real property leased hereunder without suit, trouble or hindrance from the City, subject to the rights granted to the City under the Sublease, and subject to th e Authority’s compliance with the terms and provisions hereof. SECTION 11. ASSIGNMENTS AND SUBLEASES. The parties understand that this Lease and the rights of the Authority hereunder (except the Authority’s rights to give approvals and consents hereunder and to indemnification and payment or reimbursement for any costs or expenses of the Authority hereunder) will be assigned to the Trustee pursuant to the Assignment Agreement for the benefit of the Owners of the Bonds. Except as provided in the foregoing sentence, the Authority shall not assign, mortgage, hypothecate or otherwise encumber this Lease or any rights hereunder or the leasehold created hereby by trust agreement, indenture or deed of trust or otherwise or sublet the Leased 11281-0009\2392195v4.doc -5- Properties without the written consent of the City except as provided by the Sublease and as security for the Bonds. SECTION 12. WAIVER OF PERSONAL LIABILITY. All liabilities hereunder on the part of the Authority shall be solely liabilities of the Authority as a separate legal entity, and no member, officer or employee of the Authority shall at any time or under any circumstances be individually or personally liable hereunder for anything done or omitted to be done by the Authority under this Lease. SECTION 13. TAXES. The City shall be responsible for the payment of any and all assessments of any kind or character and also all taxes, including possessory interest taxes, levied or assessed upon the Leased Properties. SECTION 14. GOVERNING LAW. This Lease shall be governed exclusively by the provisions hereof and by the laws of the State of California. SECTION 15. NOTICES. Any notice, request, demand, or other communication under this Lease shall be governed by Section 10.13 of the Indenture, which is hereby incorporated. SECTION 16. VALIDITY AND SEVERABILITY. If for any reason this Lease shall be held by a court of competent jurisdiction to be void, voidable, or unenforceable by the City or by the Authority, or if for any reason it is held by such a court that any of the covenants and conditions of the Authority hereunder is unenforceable for the full term hereof, then and in such event this Lease is and shall be deemed to be a lease from year to year and all of the rental and other terms, provisions and conditions of this Lease, except to the extent that such terms, provisions and conditions are contrar y to or inconsistent with such holding, shall remain in full force and effect. SECTION 17. PURPOSE OF LEASE. The Authority covenants that during the term of this Lease, except to the extent that other uses may be permitted under the Sublease, it will use, or cause the use of, the Leased Properties to be consistent with the descriptions set forth in the Sublease or related public purposes. SECTION 18. WAIVER OF DEFAULT. Failure of the City to take advantage of any default on the part of the Authority shall not be, or be construed as, a waiver thereof, nor shall any custom or practice which may grow up between the parties in the course of administering this Lease be construed to waive or to lessen the right of the City to insist upon performance by the Authority of any term, covenant or 11281-0009\2392195v4.doc -6- condition hereof, or to exercise any rights given the City on account of such default. A waiver of a particular default shall not be deemed to be a waiver of the same or any subsequent default. The acceptance of rent hereunder shall not be, nor be construed to be, a waiver of any term, covenant or condition of this Lease. SECTION 19. SECTION HEADINGS. All section headings contained are for convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. SECTION 20. AMENDMENTS. This Lease may not be amended unless such amendment is agreed upon in writing by the parties hereof; provided that, no such amendment shall materially affect the interests and rights of the Owners of the Bonds under the Indenture or the Sublease unless: (i) there shall have been delivered to the Trustee an opinion of Bond Counsel that such amendment, in and of itself, will not adversely affect the tax-exempt status of the Bonds, or (ii) the Trustee shall have obtained written consent of the Owners of at least a majority in aggregate principal amount of the affected Bonds then Outstanding to such amendment. A substitution or release of any portion of the Leased Properties under this Lease and the Sublease, or an amendment to delete of a portion of the Leased Properties in connection with a partial prepayment of Base Rental under the Sublease from insurance or condemnation proceeds, shall not be considered as materially affecting the interests and rights of the Owners of the Bonds if such substitution, release or deletion complies with the provisions of the Sublease. SECTION 21. EXECUTION. This Lease may be executed in any number of counterparts, each of which shall be deemed to an original, but all together shall constitute but one and the same instrument. [Remainder of Page Intentionally Left Blank] 11281-0009\2392195v4.doc -7- IN WITNESS WHEREOF, the City and the Authority have caused this Lease to be executed by their respective officers thereunto duly authorized, all as of the day and year first above written. CITY OF ORANGE By: Mark A. Murphy, Mayor Attest: Pamela Coleman, City Clerk ORANGE CITY PUBLIC FACILITIES FINANCING AUTHORITY By: Rick Otto, Executive Director Attest: Pamela Coleman, Secretary 11281-0009\2392195v4.doc A-1 EXHIBIT A Description of Leased Properties THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS, TOGETHER WITH IMPROVEMENTS THEREON: PARCEL 1: APN 390-453-07 [105 South Water Street (the Fire HQ Property) and 189 S. Water Street (City Water Division operation center)] LOTS 1 THROUGH 22 INCLUSIVE IN BLOCK "B" OF THE JAMESON TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 13, PAGE 44 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. EXCEPTING THEREFROM THAT PORTION DESCRIBED IN A DEED TO THE CITY OF ORANGE RECORDED MAY 17, 1982 AS INSTRUMENT NO. 82-092579 OF OFFICIAL RECORDS OF SAID ORANGE COUNTY. ALSO EXCEPTING FROM SAID LOTS 1, 2, 3, 4, 7 AND 8 ALL MINERAL DEPOSITS AS DEFINED IN SECTION 6407 OF THE PUBLIC RESOURCES CODE BELOW A DEPTH OF 500 FEET, WITHOUT SURFACE RIGHTS OF ENTRY, AS RESERVED IN DEED FROM THE STATE OF CALIFORNIA RECORDED NOVEMBER 4, 1980 IN BOOK 13819, PAGE 335 OF OFFICIAL RECORDS. PARCEL 2: APN 390-383-01 [300 East Chapman Avenue (City Civic Center)] LOTS 1 THROUGH 20 INCLUSIVE IN BLOCK "A" OF P. J. SHAEFER’S ADDITION, IN THE CITY OF ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 10, PAGE 94 OF MISCELLANEOUS MAPS, RECORDS OF LOS ANGELES, CALIFORNIA PARCEl 3: APN 093-031-02 [Grijalva Park] PARCEL 3-A: THAT PORTION OF LOT 9 IN BLOCK "F" OF THE CHAPMAN TRACT, SURVEYED BY FRANK LECOUVREUR IN DECEMBER 1870, AS PER MAP RECORDED IN BOOK 102, PAGE 15 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER 11281-0009\2392195v4.doc A-2 OF SAID COUNTY, INCLUDED WITHIN A STRIP OF LAND 50.00 FEET WIDE, AS DESCRIBED IN THE DEEDS TO THE PACIFIC IMPROVEMENT COMPANY, A CORPORATION, RECORDED JUNE 18, 1888 IN BOOK 454, PAGES 90 AND 95 OF DEEDS IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY, CALIFORNIA, BEING A PORTION OF A STRIP OF LAND 50.00 FEET WIDE, THE CENTER LINE OF WHICH IS DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY LINE OF LOT 8 (NORTHERLY LINE OF LOT 9) OF SAID CHAPMAN TRACT, DISTANT NORTH 89 DEGREES 54' 55" EAST 494.29 FEET ALONG SAID SOUTHERLY LINE FROM THE SOUTHWESTERLY CORNER OF SAID LOT 8, AS SHOWN ON THE MAP OF TRACT NO. 4626, AS PER MAP RECORDED IN BOOK 169, PAGES 5 AND 6 OF SAID MISCELLANEOUS MAPS, BEING ALSO ENGINEER STATION 330+30.3, AS SHOWN ON THE RIGHT OF WAY AND TRACT MAP V-12-C, SHEET 2, OF THE SOUTHERN PACIFIC COMPANY, STAMPED DECEMBER 31, 1923, AND ALSO THE SOUTHEASTERLY TERMINUS OF THE CENTER LINE OF THE 50.00-FOOT STRIP OF LAND LABELED AS "SOUTHERN PACIFIC RAILROAD R/W" ON SAID MAP OF TRACT NO. 4626; THENCE CONTINUING ALONG SAID CENTER LINE, SOUTH 24 DEGREES 32' 05" EAST TO ENGINEER STATION 330+30.8, BEING THE BEGINNING OF A TAPER 2 CURVE, CONCAVE SOUTHWESTERLY, FOR A 10 DEGREE CURVE; THENCE SOUTHEASTERLY 270.00 FEET ALONG SAID TAPER 2 CURVE, TO THE BEGINNING OF SAID 10 DEGREE CURVE CONCAVE WESTERLY, HAVING A RADIUS OF 573.14 FEET; THENCE SOUTHERLY 373.30 FEET ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 37 DEGREES 19' 05" TO THE BEGINNING OF A SIMILAR TAPER 2 CURVE, CONCAVE NORTHWESTERLY, AT THE END OF SAID 10 DEGREE CURVE; THENCE SOUTHWESTERLY 270.00 FEET ALONG SAID TAPER 2 CURVE; THENCE TANGENT TO SAID CURVE, SOUTH 39 DEGREES 47' 00" WEST TO ENGINEER STATION 342+60.1, AS SHOWN ON SAID R.R. MAP, BEING THE BEGINNING OF A TAPER 2 CURVE, CONCAVE SOUTHEASTERLY, FOR AN 8 DEGREE CURVE; THENCE SOUTHWESTERLY 210.00 FEET ALONG SAID TAPER 2 CURVE, TO THE BEGINNING OF SAID 8 DEGREE CURVE CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 716.34 FEET; THENCE SOUTHWESTERLY ALONG SAID CURVE, TO THE NORTHERLY LINE OF ROBERT MCPHERSON THIRD ADDITION, AS PER MAPS RECORDED IN BOOK 16, PAGE 39 OF MISCELLANEOUS RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY OF LOS ANGELES; THE SIDE LINES OF SAID STRIP OF LAND SHOULD BE SHORTENED OR ENLARGED AS TO TERMINATE IN THE NORTHERLY LINE OF SAID THIRD ADDITION. EXCEPT THOSE PORTIONS THEREOF LYING WITHIN LOTS 17 AND 18 OF THE G. HOWARD THOMPSON TRACT, AS SHOWN ON A MAP FILED IN BOOK 1, PAGE 22 OF RECORD OF SURVEYS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY OF ORANGE. PARCEL 3-B: THAT PORTION OF LOT 9 IN BLOCK "F" OF THE CHAPMAN TRACT, SURVEYED BY FRANK LECOUVREUR IN DECEMBER 1870, AS PER MAP RECORDED IN BOOK 102, 11281-0009\2392195v4.doc A-3 PAGE 15 OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID LOT 9; THENCE NORTHERLY 20.00 CHAINS TO THE NORTHWEST CORNER OF SAID LOT 9; THENCE EASTERLY TO THE NORTHEAST CORNER OF SAID LOT 9; THENCE ALONG THE NORTHWESTERLY LINE OF G. HOWARD THOMPSON TRACT, AS PER MAP FILED IN BOOK 1, PAGE 22 OF RECORD OF SURVEYS IN THE OFFICE OF SAID COUNTY RECORDER, SOUTHWESTERLY TO THE POINT OF BEGINNING. EXCEPTING THEREFROM, THAT PORTION INCLUDED WITHIN PARCEL 3-A ABOVE. PARCEl 3: APN 093-031-06 [Grijalva Park] LOTS 17 AND 18 OF THE G. HOWARD THOMPSON TRACT, IN THE CITY OF ORANGE, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP RECORDED IN BOOK 1, PAGE 22 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING THEREFROM THE SOUTHERLY 7 FEET, ALSO EXCEPTING THEREFROM ANY PORTION LYING NORTH OF THE SOUTHERLY LINE OF TRACT NO. 15548 AS SHOWN ON A MAP RECORDED IN BOOK 789, PAGE 38 THROUGH 42 OF MISCELLANEOUS MAPS, RECORDS OF ORANGE COUNTY, CALIFORNIA. 11281-0009\2392195v4.doc A-1 State of California ) County of Orange ) On _________________________, before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) State of California ) County of Orange ) On _________________________, before me, , (insert name and title of the officer) Notary Public, personally appeared , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature (Seal) A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.