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HomeMy WebLinkAboutAGENDA REPORT 2016 0315 CCSA SPC ITEM 06A ITEM 6.A. CITY OF it,1001RPA X,C.AL/F0Pt'.'ss;s, City.Coma E eetinQ of a 151 Ao MOORPARK CITY COUNCIL Acrio AGENDA REPORT ,_. - TO: Honorable City Council FROM: Jessica Sandifer, Program Manage "Iii DATE: March 13, 2017 (Special City Council Meeting of 3/15/17) SUBJECT: Consider Second Amendment to Disposition and Development Agreement Between the City of Moorpark and Walnut24 LP for the Walnut Street Apartments Project BACKGROUND The former Redevelopment Agency of the City of Moorpark ("Agency") assembled a 1.2 acre site, located at 782 Moorpark Avenue, 798 Moorpark Avenue, 81 Charles Street, and 765 Walnut Street ("Property"), at a cost of $1,518,777.00 (includes relocation and demolition expenses). The Agency has demolished a portion of the improvements on site; however, the buildings along Moorpark Avenue have remained for visual aesthetics and interim uses. With the elimination of redevelopment agencies in California, cities automatically assumed the role as the housing successor agency to their redevelopment agency unless they elected to not serve. The City of Moorpark ("City") assumed the housing functions of the Agency and took control of the housing assets, excluding amounts in the MRA Low/Mod Income Housing Fund, along with related rights, powers, liabilities, duties and obligations thereby becoming a successor housing agency of the Agency. On August 27, 2012, the Department of Finance approved the transfer of the housing assets to the City, which started the five (5) year requirement to develop the properties for affordable housing purposes (August 27, 2017). The City is approaching the end of year number four (4) on this requirement. One five (5) year extention is allowed to develop the housing properties of the former Agency (August 27, 2022). On June 17, 2015, the City Council approved the Disposition and Development Agreement (DDA) and Affordable Housing Agreement (AHA) with the Area Housing Authority of the County of Ventura ("Authority") for the Walnut Street Apartments Project. The DDA and AHA allow construction of a twenty-four (24) unit, 100% affordable, for rent, residential project, having a mixture of two (2) and three (3) bedroom units ("Project"). The Project consists of nineteen (19) 2-bedroom units and 1 Honorable City Council March 15, 2017 Page 2 five (5) 3-bedroom units. Each unit includes one (1) bathroom and a private balcony, patio, or small yard (townhome style units). All of the units will be affordable to and rented by very-low and low-income households. There will be nineteen (19) apartment units and five (5) townhome style units. Of the twenty-four (24) units, five (5) will be restricted to lease at an affordable housing cost to low-income households and eighteen (18) units will be restricted to lease at an affordable housing cost to very-low income households. There will be one (1) one- bedroom unit which will be utilized by the onsite manager. This unit will not be income restricted. The Project includes a number of common amenities, including a tot lot, community garden, passive open space, community room, common laundry room for the apartments, and in-house laundry facilities in the townhomes. An elevator provides access to the second and third floors of Building A. In June 2016, the DDA and the AHA were amended to: • Add Walnut24 LP as the entity. Walnut24 LP is a limited partnership comprised of the Authority and Many Mansions (the Partnership). ® Reduce the loan amount of the permanent loan from $2,000,000 to $1,250,000. o Extend the loan term of the permanent loan from 15 to 17 years. • Approve $750,000 in fee waivers for the project. ® Include changes that recognize that the Authority will be using conventional financing to construct the project. o Make other administrative changes to dates and language to assist with the application of the Authority for tax credits for the project. DISCUSSION The Partnership was successful in obtaining 9% Tax Credits in their last application and is in the process of proceeding to close escrow on the purchase of the property, tax credit, and construction financing. As the senior lenders and attorneys have reviewed the documents certain revisions have been requested to the DDA. Most of the changes are to correct language to be more clear in the intent of the project. The loan amounts and loan terms are staying the same. However, there are a couple changes that the City Council needs to confirm as acceptable: Permanent Loan Changes The City's $1,250,000 permanent loan was planned to be put into the project at the completion of the construction, when the construction financing converted to permanent financing. The senior lenders on the project want the City's financing to come into the project at closing. Due to this request, the Partnership has requested approval that the funds be used for construction financing, instead of permanent loan financing. The 2 Honorable City Council March 15, 2017 Page 3 amount and term remain the same, but the funds would be disbursed at escrow closing to be used for costs already incurred by the Partnership on the Project. The funding would remain a loan on the property after the conversion of the construction financing to permanent financing. One other change to the Permanent Loan is being requested. Initially, the loan would be repaid from 50% of the residual receipts, with a balloon payment due in year 17 at maturity of the loan. At the time of the initial deal, there were no additional subordinate lenders. There are now several subordinate lenders on the deal that are sharing the residual receipts. The City's pro-rata share of the residual receipts for the Permanent Loan will be 39.42%. Purchase. Loan The Purchase Money Loan (Land Loan) is being increased from $1,830,000 to $3,444,000 to reflect the appraised value of the land. The loan term remains the same; however, the loan will be paid with 45.56% residual receipts, instead of fifty percent (50%) of the residual receipts after the retirement of the Permanent Loan. This change in percentage reflects one subordinate loan for County HOME funds, which has a longer term than the City's loan, that will also be receiving residual receipt payments. FISCAL IMPACT The City will make a Purchase Loan to the Developer in the amount of $3,444,000 and a $1,250,000 Permanent Loan. The interest on the loans are 2.25% and 3.75%, respectively. Payments will be made out of residual receipts, if available. However, payment on the Purchase Loan will begin after the Permanent Loan has been retired. Under the Amendment, the Developer anticipates minimal repayment out of residual receipts with a balloon repayment of the Permanent Loan, plus interest at year 17. The City will earn approximately $436,000 in interest on the permanent loan during the loan term. No money will exchange hands for the Purchase Loan. The Purchase Loan, plus interest will be repaid in 32 years in a balloon payment. The City will earn approximately $756,000 in interest over the loan term. Funds needed for the Permanent Loan have been allocated from the City Affordable Housing Fund (2201), which is funded by in-lieu fees paid by developers. The current balance for the City Affordable Housing Fund cash balance is approximately $4,500,000. For Fiscal Year 2016/17 $2,283,039 has been appropriated which includes $1,985,341 earmarked for purchase of land for affordable housing that has not yet occurred. Disbursement of the funds for the permanent loan to the Authority, will take approximately 56% of our City affordable housing cash funding. The funds have already been allocated and are ready to be transferred to escrow. As a reminder, staff is currently working on a Disposition and Development Agreement (DDA) for several properties owned by the City to be developed for affordable housing purposes. If an agreement is reached, the City expects to receive over $2,000,000 for 3 Honorable City Council March 15, 2017 Page 4 the purchase of City owned property. These funds would be used to replenish the City Affordable Housing Fund (2121). STAFF RECOMMENDATION Approve Amendment No.2 to the Disposition and Development Agreement with the Walnut24 LP and the City of Moorpark, authorize the City Manager to execute the Amendment, subject to final language approval of the City Manager and City Attorney. Attachment: Amendment#2 to Disposition and Development Agreement 4 ATTACHMENT 1 OFFICIAL BUSINESS Document entitled to free Recording per Government Code Sections 6103 and 27383 Recording Requested By: City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 Attn: City Manager SPACE ABOVE THIS LINE FOR RECORDER'S USE AMENDMENT NO. 2 TO DISPOSITION AND DEVELOPMENT AGREEMENT This Amendment No. 2 of Disposition and Development Agreement ("Amendment') is dated as of March , 2017, and entered into by and between Walnut24 LP, a California limited partnership (the "bevel••peg"), and the City of Moorpark, a municipal corporation (the "Cid'). The City and the Developer are collectively referred to as the "Parties" and individually as a "Party'. RECITALS A. The City and the Area Housing Authority of the County of Ventura, a public body, corporate and politic ("AHACV'), entered into that certain Disposition and Development Agreement, dated as of June 25, 2015, and recorded on July 17, 2015, as Instrument No. 2015717-00109257 (the "DDA") in the official records of the County of Ventura (the "Official Records"), as amended by that certain Amendment No. 1 And Assignment of Disposition and Development Agreement, dated as of June 22, 2016, and recorded in the Official Records as Instrument No. 20160623-00087460-0 (the "First Amendment together with the DDA, the "Original DDA"), pursuant to which AHACV assigned its right, title and interest in, and obligations under, the DDA to the Developer in • connection with the acquisition and development of certain real property located in the City of Moorpark, as more particularly described on Exhibit A, attached hereto and incorporated herein by this reference (the "Property"). B. In connection with the DDA, the City and AHACV entered into that certain Affordable Housing Agreement dated as of June 25, 2015, and recorded in the Official Records on July 17, 2015, as Instrument No. 20150717-00109256- 0 (the "AHA Agreement'), as assigned to the Partnership by that certain Amendment No. 1 and Assignment of Affordable Housing Agreement dated June 22, 2016, and recorded in the Official Records on June 23, 2016, as Instrument No. 20160623-00087461-0 (the "AHA Amendment', together with the AHA Agreement, the "Affordable Housing Agreement'). 1 1650\17\2076687.6 5 C. The Parties desire to enter into this Amendment to further amend certain provisions regarding the terms of financing and other matters of the DDA and the First Amendment. NOW THEREFORE, for and in consideration of the foregoing recitals, which are hereby incorporated into this Amendment by this reference, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: Section 1. Amendment to DDA. (a) Section 1.2 Definitions. Section 1.2 of the DDA is hereby amended as follows: i. The term "Encumbrance" is hereby amended and restated to read as follows: "Encumbrance" as used herein shall mean and include any financing conveyance and all other appropriate modes of financing real estate construction and development, including, but not limited to, sale and lease-back, mortgages and the following City approved trust deeds and encumbrances, in connection with the development and construction of the Project: that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (Construction and Permanent Deed of Trust) executed by Developer for the benefit of MUFG Union Bank, N.A., and its successors and assigns (the "Bank"), dated as of March 1, 2017, to be recorded against the Property in the official records of the County of Ventura (the "Official Records") on or about March 24, 2017 (the "Bank Deed of Trust'), securing the construction and permanent loan from the Bank to Developer in the approximate amount of[($9,610,823)] (the "Construction Permanent Loan"), to be assigned to California Community Reinvestment Corporation, a California nonprofit public benefit corporation ("CCRC"), (ii).that certain Delivery Assurance Multifamily Deed of Trust, Security Agreement and Fixture Filing, executed by Developer for the benefit of CCRC, dated as of March 1, 2017, to be recorded against the Property in the Official Records on or about March 24, 2017 (the "CCRC Deed of Trust'), in connection with CCRC's acquisition of a portion of the Construction Permanent Loan; (iii) that certain Subordination Agreement by and between the City and the Bank, dated as of March 1, 2017, to be recorded against the Property in the Official Records on or about March 24, 2017 (the "Bank/City Subordination Agreement'), pursuant to which the City has agreed to subordinate the documents securing the City 2 1650\17\2076687.6 6 Purchase Money Loan and the City Permanent Loan to the Bank Deed of Trust; (iv) that certain Affordable Housing Regulatory Agreement executed by Borrower for the benefit of Ventura County Housing Trust Fund, a California nonprofit corporation ("VCHTF"), dated March 23, 2017, and recorded against the Property in the Official Records substantially concurrent herewith (the "VCHTF Regulatory Agreement"); (v) that certain Deed of Trust executed by Borrower for the benefit of VCHTF, dated March 23, 2017, and recorded against the Property in the Official Records substantially concurrent herewith (the "VCHTF Construction Deed of Trust"), securing a construction loan from VCHTF to the Developer in the amount of ($875,000) (the "VCHTF Construction Loan") as assigned to the Developer pursuant to that certain Assignment and Assumption of VCHTF Loan Agreement by and among Area Housing Authority of the County of Ventura ("AHACV'), VCHTF and the Developer and dated on or about March 1, 2017; (vi) that certain Deed of Trust executed by Developer for the benefit of VCHTF dated March 23, 2017, to be recorded against the Property in the Official Records on or about March 24, 2017 (the "VCHTF Permanent Deed of Trusf'), securing a permanent loan from VCHTF to the Developer in the amount of ($250,000) (the "VCHTF Permanent Loan"); (vii) that certain Deed of Trust executed by Developer for the benefit of the County of Ventura, a political subdivision of the State of California (the "County'), dated on or about March 23, 2017, to be recorded against the Property in the Official Records on or about March 24, 2017 (the "County Deed of Trust") securing a loan of HOME Investment Partnerships Act funds from the County in the amount of ($335,443) (the "County HOME Loan"). ii. The last sentence of the definition of the term "Improvements" is hereby amended and restated to read as follows: "The Improvements shall include the grading of the Site and the development of a twenty-four (24) unit affordable residential project, including one (1) unrestricted manager's unit, on the Site, including parking, landscaping, lighting, signage, and other amenities." iii. The term "Residual Receipts" is hereby deleted from the DDA. (b) Amendment of Section 2.3 of the DDA. The following paragraph is hereby added below the last paragraph of Section 2.3 of the DDA. "Notwithstanding anything stated to the contrary in this DDA or the documents executed by Developer in connection 3 1650\17\2076687.6 7 with the. City's Permanent Loan and the City's Purchase Loan (collectively, the "City's Loan Documents"), (i) the limited partner in Borrower shall have the right at any time and from time to time, without the approval or consent of the City, to assign, sell or otherwise transfer to any third party its limited partnership interest in Developer, provided that Developer provides notice to the City of such assignment, sale or transfer concurrently with such assignment, sale or transfer, and (ii) the general partner in Developer shall have the right, without the approval or consent of the City, to pledge or otherwise encumber its partnership interest in Developer to the Bank, and the foreclosure of such pledge by the Bank shall not cause an event of default under the DDA or the documents evidencing and securing the City's Permanent Loan and the Purchase Loan. (c) Amendment of Section 5.3.1.3 of the DDA. The first sentence of Section 5.3.1.3 of the DDA is hereby amended and restated to read as follows: "Upon delivery to the Escrow Agent by City and Developer of the Grant Deed (in the form of the the grant deed attached hereto as Attachment No. 4) and satisfaction (or waiver) of the other conditions to the Close of Escrow, the Escrow Agent shall record the Grant Deed, the City Deed of Trust and the Affordable Housing Agreement (as well as the deed of trust for the Construction Loan and any subordination agreement executed by City and the construction lender, and any tax credit affordable housing agreements) and proceed with the Closing." (d) Amendment of Section 5.3.2 of the DDA. The first sentence of Section 5.3.2 of the DDA is hereby amended and restated to read as follows: "The City shall convey to the Developer title to the Site by a Grant Deed in the form of the Grant Deed attached hereto as Attachment No. 4." (e) Amendment of Section 6.1.2 of the DDA. The first sentence of Section 6.1.2 of the DDA is hereby amended and restated to read as follows: "Subject to the approval by regulatory agencies, the Site shall be developed with twenty four (24) for rent affordable residential apartment units, including one (1) unrestricted manager's unit, all as more particularly described in this Agreement and the Scope of Development." 4 1650\17\2076687.6 8 (f) Amendment of Section 6.8 of the DDA. The following paragraph is hereby added below the existing paragraph of Section 6.8. "Notwithstanding anything stated to the contrary in the City's Loan Documents, the occurrence of an event of default under the loan documents entered into in connection with the Construction Permanent Loan shall not, in and of itself, constitute a default or an event of default under the City's Loan Documents." (g) Amendment of DDA Section 8.2. Section 8.2 of the DDA is hereby amended to add the following below the existing paragraph. "Notwithstanding any contrary provision contained herein, the investor limited partner of the Developer and any mortgagee holding an Encumbrance shall have the right to cure a default under this DDA pursuant to this Section 8.2 and shall be entitled to receive any Notice of Default given to Developer provided the Limited Partner or holder of a mortgage or Encumbrance has delivered to the City its address for notices in writing." (h) Amendment of DDA Section 8.10. i. The first sentence of Section 8.10 of the DDA is hereby amended and restated to read as follows: "Subject to the notice and cure rights set forth at Section 8.2, and 8.3 above, of the Developer, the Developer's limited partner and any mortgagee holding an Encumbrance, the City has the right to reenter and take possession of the portion of the Site then owned by Developer, with all Improvements thereon, and terminate and revest in the City the Site conveyed to the Developer if after conveyance and prior to the issuance of the Certificate of Completion, the Developer (or its successors in interest) shall, subject to extension for force Majeure in accordance with Section 9.15:" ii. The second subsection (b) of Section 8.10 is hereby amended and restated to read as follows: "Any rights or interest provided in this Agreement for the protection of the holders of an Encumbrance, mortgage or deed of trust, and their respective successors and assigns. The Developer shall fully cooperate with the City to convey the Property to the City under this Section 8.10" 5 1650\17\2076687.6 9 (i) Amendment of DDA Attachment No. 3. Section 11 "Commencement of Construction of Improvements" is hereby amended and restated to read as follows: "Developer shall commence demolition within thirty (30) days following closing and shall commence construction of the Improvements within thirty (30) days of completion of the demolition of the existing improvements." 0) Amendment of DDA Attachment No. 4. i. Exhibit A referenced in the first full paragraph of the preamble of DDA Attachment No. 4 is hereby deleted in its entirety and shall be replaced with the legal description attached hereto as Exhibit A. ii. The first sentence of Section 6 of DDA Attachment No. 4 is hereby amended and restated to read as follows: "Subject to any cure rights contained in the DDA of the Developer, investor limited partner of Developer and any mortgagee holding an Encumbrance, the City has the right, at its election, to reenter and take possession of the Site, with all improvements thereon, and terminate and revest in the City the estate conveyed to the Developer if after the Closing and prior to the issuance of the Release of Construction Covenants, if the Developer (or its successors in interest) shall:" Section 2. Amendment to First Amendment. (a) Amendment of Section 5 of the First Amendment. Section 5 of the First Amendment is hereby amended and restated to read as follows: "5. Reserved." (b) Amendment of Section 10(b)(i) of the First Amendment. Section 10(b)(i) of the First Amendment is hereby amended and restated to read as follows: "Concurrently with the approval of this Agreement, the City approves a purchase loan to the Partnership in the amount of ($3,444,000) (the "Purchase Loan") which shall be secured by a deed of trust on the Site and used to purchase the Site from the City. The Purchase Loan will accrue simple interest at a rate of two and one half percent (2.5%) per annum and have a term of 32 • years from close of escrow. After the City's Permanent Loan has been paid in full, Developer will begin to make annual payments to the City each year in the amount equal to the City's prorate 6 1650\17\2076687.6 10 percentage of fifty percent (50%) of the residual receipts (as further detailed in the promissory note evidencing the Purchase Loan) for the prior calendar year, all as set forth in the form of Promissory Note. A balloon payment for the remaining balance and accrued interest will be paid to the City the end of the 32 year term" (c) Amendment of Section 10(b)(ii) of the First Amendment. Section 10(b)(ii) of the First Amendment is deleted in its entirety. (d) Amendment of Section 10(c)(i) of the First Amendment. Section 10(c)(i) of the First Amendment is hereby amended and restated to read as follows: • "Concurrently with the approval of this Agreement, the City approves a construction to permanent loan in the amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (the "Permanent Loan"), which shall be disbursed at close of escrow for application to costs of the Project that have been incurred to date, for which Developer will provide documentation of the cost applied to the Permanent Loan funds and which shall convert to a permanent loan upon the conversion of the Construction Permanent Loan from construction to permanent financing, and shall be secured by a deed of trust on the Site. The Permanent Loan will accrue simple interest at a rate of three an seventy-five hundredths percent (3.75%) per annum and have a team of 17 years from close of escrow. Upon conversion of the Construction Loan from construction to permanent financing, Developer will begin to make a single annual payment to the City each year for the term of the promissory note in an amount equal to the City's prorata percentage of fifty percent (50%) of residual receipts, as further detailed in the promissory note evidencing the Permanent Loan. A balloon payment for the remaining balance and accrued interest will be paid to the City at the end of the 17 year term." (d) Amendment of Section 10(c)(ii) of the First Amendment. Section 10(c)(ii) of the First Amendment is hereby deleted in its entirety. (e) Amendment of Section 11(a) of the First Amendment. Section 11(a) of the First Amendment is hereby amended and restated to read as follows: "Moorpark Live Work Priority. The Developer, to the fullest extent allowed by law, agrees to give priority to eligible City residents and individuals employed or hired by businesses located in the City to occupy the Units during the initial occupancy of the Project. Said priority shall benefit City residents and individuals 7 1650\17\2076687.6 11 employed, hired by, or possessing a bona fide offer to work for businesses located in the City. (f) Amendment of Section 13 of the First Amendment. Section 13 of First Amendment is hereby amended and restated to read as follows: "Completion of Construction of Improvements". Developer shall complete construction of the Improvements by December 31, 2018. (g) Amendment of Section 14 of the First Amendment. Section 14 of the First Amendment is hereby amended and restated to read as follows: "3. The Site is conveyed in accordance with and subject to that certain Disposition and Development Agreement entered into by and between the City and AHACV, dated as of June 25, 2015, and recorded in the Official Records on July 17, 2015, as Instrument No. 20150717-00109257-0 (the "Original DDA"), as amended by that certain Amendment No. 1 And Assignment of Disposition And Development Agreement by and among the City, AHACV and the Partnership dated as of June 22, 2016, and recorded in the Official Records on June 23, 2016, as Instrument No. 20160623-00087460-0 (the "First Amendment to DDA", together with the Original DDA, the "DDA") a copy of which is on file with the City at its offices as a public record and which is incorporated herein by reference." Section 3. Full Force and Effect. Except as modified by this Amendment, the Original DDA and the Affordable Housing Agreement shall remain in force and effect. Section 4. Title of Parts and Sections. Titles of the sections, subsections or captions contained in this Amendment are inserted for convenience of reference only and shall be disregarded in interpreting any provision contained herein. Section 5. Applicable Law. This Amendment shall be interpreted and construed in accordance with the laws of the State of California. Section 6. Severability. If any term, provision, covenant or condition of this Amendment is held in a final disposition by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall continue in full force and effect, unless the rights and obligations of the Parties have been materially altered or abridged by such invalidation, voiding or determination of unenforceability. 8 1650\17\2076687.6 12 Section 7. Successors and Assigns; Binding Amendment. No Party shall assign its rights or obligations under this Amendment without the written consent of the other Party hereto. This Amendment shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors, and assigns of each of the Parties. Section 8. Time. The Parties acknowledge that time is of the essence with respect to the provisions of this Amendment. Section 9. Amendments. The Parties may amend this Amendment, including any deadlines provided in this Amendment, only by means of a writing signed by all Parties. Section 10. Entire Understanding of the Parties. This Amendment constitutes the entire understanding and agreement of the Parties as to the matters set forth herein. Section 11. Counterparts; Multiple Originals. This Amendment may be executed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same Amendment. Delivery of the executed Amendment by electronic mail shall be acceptable if promptly followed by the mailing of the originally executed copy of the Amendment. [Signature Page Follows] 9 1650\17\2076687.6 13 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written. CITY: City of Moorpark, a municipal corporation By: Steven Kueny, City Manager ATTEST: By: Maureen Benson, City Clerk DEVELOPER: WALNUT24 LP, a California limited partnership By: Area Housing Authority of the County of Ventura, a public body, corporate and politic, its managing general partner By: Michael Nigh Executive Director By: Many Mansions, A California Nonprofit Corporation, its administrative general partner By: Rick Schroeder, President S-1 SIGNATURE PAGE TO AMENDMENT NO.2 OF DISPOSITION AND DEVELOPMENT AGREEMENT 1650\17\2076687.6 14 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. STATE OF CALIFORNIA ) COUNTY OF ) On , before me, , 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. Name: Notary Public 1650\17\2076687.6 15 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. STATE OF CALIFORNIA ) COUNTY OF ) On , before me, , 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. Name: Notary Public 1650\17\2076687.6 16 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. STATE OF CALIFORNIA ) COUNTY OF ) On , before me, , 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. Name: Notary Public • 1650\17\2076687.6 17 EXHIBIT A LEGAL DESCRIPTION 1650\17\2076687.6 18