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HomeMy WebLinkAboutNorth County Solutions for Change Inc; 2012-07-18;RECORDED AT THE REQUEST Of CHICAGO TITLE CO. RECORDI>JG REQUESTED DY: (^4ty-Hf Cjihbail WHEN RECORDED MAIL TO: City of Carisbad City Clerk's Office Attn: City Clerk 1200 Carisbad Village Drive Carisbad, Ca. 92008 DOCtt 2012-04 lllllllll iiiiiiiiiiiiiiiiini 7738 lllllllllllll JUL 18, 2012 4:53 PM OFFICIAL RECORDS SAN DIEGO COUNTY RECORDER'S OFFICE Ernest J. Dronenburg, Jr., COUNTY RECORDER FEES: 0.00 13369 PAGES: 14 (Space above for Recorder's Use) AGREEMENT BETWEEN THE CITY OF CARLSBAD AND NORTH COUNTY SOLUTIONS FOR CHANGE FOR FEDERAL HOME INVESTMENT PARTNERSHIP PROGRAM FUNDS THIS AGREEMENT, made and entered into as of this il^^day of Jui^^ 2012, ("this Agreement") by and between the CITY OF CARLSBAD, a municipal corporation, hereinafter referred to as "City', and NORTH COUNTY SOLUTIONS FOR CHANGE, INC., a California nonprofit public benefit corporation ("NORTH COUNTY SOLUTIONS FOR CHANGE"), hereinafter referred to as "Subrecipient". RECITALS WHEREAS, the City wishes to provide assistance to non-profit public service providers who offer services for lower income Carisbad residents; and, WHEREAS, the Subrecipient desires to acquire and renovate an existing apartment complex to provide affordable housing and other basic services for lower income persons with some assistance from the City; and, WHEREAS, the City has determined that the activity proposed by Subrecipient is exempt from environmental review under 24 CFR Section 58.34(a)(12); and, WHEREAS, the U.S. Department of Housing and Urban Development has approved the City's Annual Consolidated Plan for Community Development Block Grant and Home Investment Partnership Program funds (hereinafter referred to as the "Annual Consolidated Plan"), which includes the Subrecipient's desired project/program. WHEREAS, HUD means the U.S. Department of Housing and Urban Development. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein. City and Subrecipient agree as follows: 1. STATEMENT OF WORK The City has allocated federal Home Investment Partnership Program ("HOME") funds, 1 City Attomey Approved: 10/31/08 13370 in the amount of seven hundred eighty thousand dollars ($780,000), to the Subrecipient for the acquisition of property for affordable housing for low income household at a location outside the Carisbad city limits, but within the County of San Diego. As agreed to by the Subrecipient, this funding shall be provided to the partnership entity known as SFC Vista Terrace, L.P, of which North County Solutions is the sole member of the Managing General Partner, in the form of a residual receipts loan with an interest rate of 3% and a term of 55 years. The purpose of the loan is to provide funds to be used specifically by the partnership for the purchase of the property and to be used for a minimum of four (4) low income restricted units pursuant to the terms of this Agreement. The property shall be purchased by the partnership no later than June 30, 2013. The Subrecipient agrees to use all federal funds provided by the City to the Subrecipient, and loaned to the partnership noted herein of which the Subrecipient is the sole member of the Managing General Partner, pursuant to the provisions of this Agreement, the Scope of Work, attached hereto as Exhibit "A", and in accordance with the terms of the Annual Consolidated Plan. Every effort shall be made by the Subrecipient to ensure the expenditure of the allocated funds in their entirety by April 1, 2013. If the Subrecipient will be unable to ensure expenditure of all of the funds allocated to the project by the noted date, the Subrecipient shall request an extension from the City for continued use of the funds on the approved project based on progress made by the Subrecipient towards completing the subject project. The City may agree to grant the extension or notify the Subrecipient that in its sole discretion the funds must be reallocated to another eligible activity due to slow project progress. 2. TERM OF LOAN The loan to be made by the City of Carisbad to the partnership known as SFC Vista Terrace by the City of Carisbad shall have a term of fifty-five (55) years. The term of the loan shall commence on the date the Deed of Trust securing the Promissory Note is executed and recorded and expire fifty-five (55) years after the date of this agreement. The Subrecipient acknowledges that the subject loan is made by the City for the purchase of property by SFC Vista Terrace, L.P., a California limited partnership, of which Subrecipient is the sole member of the Managing General Partner,,for affordable housing for low income households only. The loan is not assumable by transferees of the property unless prior written approval is granted by the City Council, which consent shall not be unreasonably withheld provided that the project continues to provide not less than four (4) units of low income restricted housing pursuant to this Agreement. The loan shall be due and payable in full upon 1) the date the property is first sold or transferred, or, 2) upon failure of Subrecipient, through the noted partnership, to operate affordable housing for low income households on the property, if they occur prior to the expiration of the term of the loan. 3. DISBURSEMENT OF FUNDS The City shall deposit HOME funds into an escrow account for necessary and reasonable costs related to the acquisition of property to provide not less than four (4) units of affordable housing for lower income households, subject to the terms of a separate loan agreement. The necessary and reasonable costs shall not exceed a total of $780,000. Deposit of funds into the escrow account shall not be made until all City Attomey Approved: 10/31/08 13371 of the following conditions are completed to the satisfaction of the City's Housing and Neighborhood Services Director: a. Subrecipient or SFC Vista Terrace, L.P., on behalf of the subrecipient, shall submit a Voluntary Acquisition Notice to the owner of the property proposed for acquisition with registered receipt and certification of delivery documentation. The Notice shall be provided by the City in a form in compliance with federal relocation guidelines. Subrecipient is responsible for ensuring that the property acquisition meets all federal and state relocation requirements. b. Subrecipient, or SFC Vista Terrace, L.P., on behalf of the Subrecipient, shall submit to City an appraisal of the property proposed for acquisition, with an option or agreement to purchase the property. The option or agreement to purchase the property must be equal to the appraised value of the property, or documentation must be submitted to justify why the proposed purchase price is higher or lower than the appraised value. c. Subrecipient, or SFC Vista Terrace, L.P, on behalf of Subrecipient, shall provide estimates for the cost of rehabilitation of the affordable housing or other information deemed by City to be necessary to document that Subrecipient will be providing, or causing to be provided, matching funds to be used on other costs related to establishment of affordable housing for low income households on the subject Property. d. Subrecipient or SFC Vista Terrace, L.P, on behalf of the Subrecipient, shall execute and deliver to the City a Loan Agreement, a Deed of Trust and Security Agreement and a Promissory Note, and any other documents and instruments required to be executed and delivered to secure said loan, all in form and substance satisfactory to the City Attorney for the City of Carisbad. The Loan Agreement and Deed of Trust to secure the loan shall be recorded by Subrecipient or Vista Terrace, L.P. against the fee interest in the property described herein. Upon completing the above conditions to the satisfaction of the Housing and Neighborhood Services Director, the Subrecipient or SFC Vista Terrace, L.P., on behalf of the Subrecipient, may submit a request for the deposit of HOME funds into an escrow account to acquire the proposed property any time after this agreement is approved and executed, and shall include documentation to verify costs or expenditure of funds is consistent with this Agreement, the Statement of Work (attached as Exhibit A to this Agreement), the City's Annual Consolidated Plan (for the CDBG and HOME programs), and with all applicable Federal, state, and local rules and regulations governing these funds. Buyer's Estimated Settlement Statement, construction estimates, receipts, and paid invoices including an itemized statement of all costs are samples of appropriate methods of documentation. 4. PROGRAM INCOME The Subrecipient shall be obligated by this Agreement to report, to the City, any interest, or other income, earned as a direct result of the use of federal HOME funds for the program outlined within this agreement. All reported program income may be retained by the Subrecipient for costs related to the subject program activities. However, the program income, retained by the Subrecipient, must be expended before additional 3 City Attomey Approved: 10/31/08 13372 funds are requested from the City. 5. LABOR. MATERIALS AND SUPPLIES: The Subrecipient or its agents, contractors, subcontractors, management agent or other designees of Subrecipient shall furnish, or cause to be furnished, all labor, materials and services and bear all expenses necessary to provide the subject affordable housing as outlined in this Agreement. Under this Agreement, the City's only financial obligation to the Subrecipient is to provide the HOME funds of $780,000 as allocated by the City Council for program year 2011-2012 for the acquisition of property for affordable housing purposes to benefit low income households. 6. SPECIAL OPERATIONAL CONDITIONS. RECORDS AND REPORTS To the greatest extent possible and consistent with fair housing laws, Subrecipient or SFC Vista Terrace, L.P., on behalf of the Subrecipient, will give priority and/or preference in marketing and/or resident selection for the Vista Terrace development to a fair share of individuals or families that originated from Carisbad as a resident or employee of a local Carisbad company. Upon request, the Subrecipient will provide documentation to demonstrate that this condition of approval has been satisfied at lease up and on an ongoing basis. The City of Carisbad shall be identified on all marketing and promotional materials as a funder of the development, and shall be kept informed of program accomplishments on an ongoing basis and for the term of the loan. The Subrecipient or SFC Vista Terrace, L.P., on behalf of the Subrecipient, shall be responsible for maintaining all records required by the Federal regulations specified in 24 CFR Sections 84 and 85 that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: a. Records providing a full description of each activity undertaken; b. Records required to determine the eligibility of activities; c. Records demonstrating compliance with 24 CFR Sections 84 and 85 regarding change of use of real property acquired or improved with HOME assistance; d. Records demonstrating compliance with the requirements in 24 CFR Sections 84 and 85 regarding acquisition, displacement, relocation, and replacement housing; e. Records documenting compliance with the fair housing and equal opportunity components of the HOME program; f. Documentation of all HOME funds received from the City, eligible expenses incurred for administration of each activity, and other financial records as required by 24 CFR Sections 84 and 85; and, g. Any other related records as the City shall require to demonstrate compliance with applicable Federal, state, and local rules and regulations governing these funds. The Subrecipient or SFC Vista Terrace, L.P on behalf of the Subrecipient, shall submit, or cause to be submitted, quarterly "Progress Reports" within fifteen (15) calendar days of the end of each quarter for the full term of this Agreement. The reports must include sufficient information to assist the City in monitoring the Subrecipient's performance as set forth within this Agreement. 4 City Attomey Approved: 10/31/08 13373 At a minimum, the performance reports shall include the following information: a. Total number of persons/households participating in the program during reported period; b. Total number of participants from Carisbad; c. Number of low/moderate income Carisbad persons/households participating in the program during the reporting period; d. Age and ethnic background of Carlsbad participants; and, e. Summary of program(s) provided to Carisbad participants. The Subrecipient, or SFC Vista Terrace, L.P., on behalf of the Subrecipient, shall maintain, or cause to be maintain, client data demonstrating client eligibility for services provided. Such data shall include at the minimum client name, address, ethnicity, income level or other basis for determining eligibility, and a description of the service provided. This data shall assist the Subrecipient in completing the required quarteriy progress reports to be submitted to the City. The Subrecipient, or SFC Vista Terrace, L.P. on behalf of the Subrecipient, shall maintain, or cause to be maintained, separate accounting records for the federal HOME funds provided by the City. The City, Federal Grantor Agency, Comptroller General of the United States, or any of their duly-authorized representatives shall have access to all books, documents, papers and records maintained by the Subrecipient which directly pertain to the above project for the purpose of audit, examination, excerpts and transcriptions. Unless OthenA/ise notified by the City or specified in the separate loan agreement, the Subrecipient or SFC Vista Terrace, L.P., on behalf of the Subrecipient, shall retain all financial records, supporting documents and statistical reports related to the project identified under this Agreement for a period of five (5) years after the termination of all activities funded under this Agreement. All records subject to litigation, claims, audit findings, negotiations, or other actions must be retained for five (5) years from the date such action commenced or until completion of the action and resolution of all issues by the appropriate officials and verified by official written notice to the Subrecipient, whichever occurs later. If the Subrecipient shall receive more than $300,000 in total federal funds in one fiscal year from the City of Carisbad and/or any other city or agency, the Subrecipient is required to submit a Single Audit Report. As required by the Federal Single Audit Act, the Subrecipient shall be required to submit, to the City, a comprehensive financial audit prepared by an independent, neutral third-party auditor. The audit shall cover financial operations of the Subrecipient for the term of this Agreement and is due not later than one year after expiration of the Agreement. The Subrecipient shall also be required to submit a second audit for the following period covered under the fiscal year beginning July 1, 2012 and ending June 30, 2013 for any funds received in fiscal year 2012-2013 per this Agreement. 7. PROGRAM REQUIREMENTS 5 City Attomey Approved: 10/31/08 13374 The Subrecipient agrees to comply with the requirements of Federal Regulations concerning Home Investment Partnership Program. The Subrecipient also agrees to adhere to the terms of the City's HOME Application and Subrecipient Agreement on file at the Housing and Neighborhood Services Department and with assurances and agreements made, by the City to the United States Department of Housing and Urban Development of which the Subrecipient is given notice. The Subrecipient shall comply with applicable Uniform Administrative Requirements as described in 24 CFR Sections 84 and 85, the federal regulations for the HOME Program; the federal requirements are set forth, by reference, as a provision of this Agreement. The Subrecipient shall carry out all activities in compliance with all Federal laws and regulations as described in HOME Program Regulations, if applicable, such as affirmatively furthering fair housing, labor standards (Davis Bacon Act), displacement, relocation and acquisition, and employment and contracting opportunities, except that: a. The Subrecipient will not assume the City's environmental responsibilities as described in 24 CFR Section 570.604; and b. The Subrecipient will not assume the City's responsibility for initiating the review process required under the provisions of 24 CFR Section 52. The provisions of the HOME Program Regulations, incorporated herein by reference, are a condition of this Agreement. The Subrecipient shall comply with and make good faith and reasonable efforts to carry out the purposes of Executive Order 12166 relating to "Improving Access to Services by Persons with Limited English Proficiency. 8. CHANGES IN USE OF FUNDS Changes in the use of HOME funds must be approved by the City Council and the U.S. Department of HUD. If the Subrecipient desires a change in the use of the HOME funds following approval of this Agreement, a written request must be submitted to the City for review by the City Council. No change in use of the HOME funds will be permitted without prior approval of the City Council. 9. CHANGES IN USE OF PROPERTY Subrecipient shall use, and cause to be used, the subject property for affordable housing for low income households. Any change in use for the subject property shall require approval of the City Council and the U.S. Department of HUD. 10. NONDISCRIMINATION CLAUSE The Subrecipient shall comply with all state and federal laws regarding nondiscrimination in the provision of services and the equal opportunity employment of personnel. City Attomey Approved: 10/31/08 13375 11- SUSPENSION AND TERMINATION OF AGREEMENT In accordance with 24 CFR Sections 85.43 and 85.44, this Agreement may be suspended or terminated if the Subrecipient fails to comply with any term(s) of the award. 24 CFR Sections 85.43 and 85.44 are incorporated herein by reference, as provisions of this Agreement. 12. REVERSION OF ASSETS Upon expiration of the Agreement, the Subrecipient shall transfer to the City any HOME funds on hand at the time of expiration and any accounts receivable attributable to the use of HOME funds. The Subrecipient shall be required to use any real property under the Subrecipient's control that was acquired or improved in whole or in part with HOME funds in excess of $25,000 to either be: a) Used to meet one of the national objectives in 24 CFR Section 570.208 of the federal regulations until five (5) years after expiration of the Agreement or as set forth within other related regulatory or loan agreements; or, b) Disposed of in a manner that results in the City being reimbursed in the amount of the current fair market value of the property less any portion of the value attributable to expenditures of non-HOME funds for acquisition, or improvement to, the property. Reimbursement is not required after the period of time specified in paragraph (a) of this section, unless an alternate term is agreed upon within any other related regulatory or loan agreements. 13. HOLD HARMLESS AGREEMENT The City, its officers, and employees shall not be liable for any claims, liabilities, penalties, fines, or any damage to goods, or real or personal property of any person whatsoever, nor for personal injuries or death caused by, or claimed to have been caused by, or resulting from, any intentional or negligent acts, errors or omission of Subrecipient or Subrecipient's agents, employees, or representatives arising directly or indirectly out of performance of the project outlined in this Agreement. Subrecipient agrees to defend, indemnify, and hold free and harmless the City, its officers, employees and agents against any of the foregoing liabilities or claims of any kind and any cost or expenses incurred by the City including attorneys' fees, on account of any of the foregoing liabilities, including liabilities or claims arising out of alleged defects in any plans or specifications for the project or facility. 14. ASSIGNMENT OF AGREEMENT The Subrecipient and City have agreed to loan the funds set forth within this Agreement to SFC Vista Terrace, L.P, of which the Subrecipient is the sole member of the Managing General Partner known as Solutions Vista Terrace, LLC. Subrecipient shall not assign this Agreement or any monies due thereunder without the prior written consent of the City Council. City Attomey Approved: 10/31/08 13376 not assign this Agreement or any monies due thereunder without the prior written consent of the City Council. 15. SUCCESSORS OR ASSIGNS The provisions of this Subrecipient Agreement and all terms, conditions, and provisions hereof, including Paragraph 13, "Hold Harmless Agreement", shall inure and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. 16. INSURANCE The Subrecipient, or SFC Vista Terrace, L.P., on behalf ofthe Subrecipient, shall obtain and maintain policies of Commercial General Liability insurance and a combined policy of worker's compensation and employers liability insurance in an insurable amount of not less than one million dollars ($1,000,000) each, unless a lower amount is approved by the City Attorney or the City Manager. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH" or have a surplus line insurer which is on the State of California's List of Eligible Surplus Line Insurers with a current Best's Key Rating of not less than "A:X". This insurance shall be in force during the term of this Agreement and shall not be canceled or materially changed without ten (10) days prior written notice to the City sent by certified mail. The City shall be named as an additional insured on these policies. The Subrecipient or SFC Vista Terrace, L.P., on behalf ofthe Subrecipient, shall furnish certificates of insurance and required endorsements to the Housing and Neighborhood Sen/ices Director before commencement of work and/or operation of said housing development. SUBRECIPIENT: CITY OF CARLSBAD: North County Solutions for Change, Inc. By: Lisa Hildabrand, City Manager sign here ^ Dated: print name/title ATTEST: LORRAINE M. WOOD City Clerk Dated: City Attomey Approved: 10/31/08 13377 15. SUCCESSORS OR ASSIGNS 16. The provisions of this Subrecipient Agreement and all terms, conditions, and provisions hereof, including Paragraph 13, "Hold Harmless Agreement", shall inure and shall bind each of the parties hereto, and each of their respective heirs, executors, administrators, successors, and assigns. INSURANCE The Subrecipient, or SFC Vista Terrace, L.P., on behalf of the Subrecipient, shall obtain and maintain policies of Commercial General Liability insurance and a combined policy of worker's compensation and employers liability insurance in an insurable amount of not less than one million dollars ($1,000,000) each, unless a lower amount is approved by the City Attorney or the City Manager. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VH" or have a surplus line insurer which is on the State of California's List of Eligible Surplus Line Insurers with a current Best's Key Rating of not less than "A:X". This insurance shall be in force during the term of this Agreement and shall not be canceled or materially changed without ten (10) days prior written notice to the City sent by certified mail. The City shall be named as an additional insured on these policies. The Subrecipient or SFC Vista Terrace, L.P., on behalf of the Subrecipient, shall furnish certificates of insurance and required endorsements to the Housing and Neighborhood Services Director before commencement of work and/or operation of said housing development. SUBRECIPIENT: North County Solutions for Change, Inc. By:_ sign here CITY OF CARLSBAD: By: .isa Hildabrand, City Manager Dated: ^'^^"1^^ Dated: By:_ print name/title ATTEST: sign here .ORRAINE M. WOOD City Clerk Dated: print name/title Dated: City Attomey Approved: 10/31/08 13378 (Proper notarial acknowledgment of execution by Subrecipient must be attached.) Agreement must be signed by one corporate officer from each of the following two groups. *Group A. **Group B. Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: RONALD R. BALL, City Attorney City Attomey Approved: 10/31/08 1337Q EXHIBIT "A" CITY OF CARLSBAD HOME INVESTMENT PARTNERSHIP PROGRAM SCOPE OF WORK Subrecipient Name: NORTH COUNTY SOLUTIONS FOR CHANGE, INC. Address: 722 W. California Avenue, Vista CA 92083 Project Description: Funds are to be provided to SFC Vista Terrace L.P, of which the Subrecipient is the sole member of the Managing General Partner known as Solutions Vista Terrace, LLC, to assist with the purchase of property for affordable housing for low income households. Project Goals & Objectives: (Please Attacti Additional Sheets As Necessary.) 1. HOME funds will be used to fund the following activities in compliance with the project description outlined and in conformance with the Federal regulations for the HOME program: {Please specify if HOME funds will be used to fund costs associated with staffing, rents, utilities, supplies, etc.) Funds are to be provided to assist with the purchase of affordable housing for low income households, and to provide not less than four (4) units of low income restricted housing. 2. Project objectives to be accomplished during the contract period: (Please describe the specific services or activities to be provided to low/moderate income residents with the HOME funds awarded. If applicable, please provide a target objective for the number of persons/households to benefit from the Subrecipient's services/project.) Purchase property at 786 Postal Way, Vista CA and begin improvements to increase affordable housing opportunities to serve lower income households before July 1, 2013. 3. Project objectives performance measures: a. Provide annual performance reports to the City of Carisbad, Housing and Neighborhood Services Department on the Performance Report form as provided. b. Maintain records, invoices, and relevant statistics supporting the quarterly reports. c. Provide a final performance report, including an evaluation report of the program's success in meeting established goals, to the City of Carisbad Housing and Neighborhood Services Department within 15 days of termination of the contract date on the Annual Performance Report form as provided. d. Provide notification to the City of any audits or investigations including results, findings, and/or liens. 10 13380 EXHIBIT "B" CITY OF CARLSBAD HOME INVESTMENT PARTNERSHIPPROGRAM BUDGET Contract Term: June 12, 2012 to June 30, 2013 Subrecipient Name: NORTH COUNTY SOLUTIONS FOR CHANGE, INC. Address: 722 W. California Avenue, Vista CA 92083 Project Description: Funds are to be provided to assist with the purchase of property for affordable housing for low income households outside the city limits of Carisbad. The total allocated amount of $780,000 will be used to assist with the cost of purchasing property at 786 Postal Way, Vista CA for provision of four (4) low income restricted housing units. The funds will be provided in the form of a residual receipts loan with a term of 55 years and an interest rate of 3%. 11 State of Califomia 13381 County of S /A 4 £>/ ^ personally jppeared M ^ / before me, ^^p(Vy>f<C Cr /Mt(f f^^ . Notary Public, satisfactory evidence to be the person(s) whose nam^sg^are subscribed to the within instmment and acknowledged to me tha^Tie^he/they executed the same in.liis^er/their authorized capacity(fcs); and that by^fiis^r/their signature(-€r) on the instrument the person(s>, or the entity upon behalf of which the person(e) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws ofthe State of Califomia that the foregoing paragraph is tme and correct. , who proved to me on the basis of WITNESS my hand and official seal. Signature (J^ (Seal) ^l^l^'llatta^ttrtf^rtaataKtaitltdti^tra^ DAPHNE E. MILLER Cofiimiftion # 1I2S114 Notary PuMic-CaUfornia rrmm- Sail Oltgo County 2 State of Califomia County of On personally appeared_ before me, _, Notary Public, , 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 instmment 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 ofthe State of Califomia that the foregoing paragraph is tme and correct. WITNESS my hand and official seal. Signature (Seal) 12 13382 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County On of AJOAO OiPi } 30^9- before me, NShei/al?^^e Cb^^T^.l^itXfKjTilhlK /I ^afe ^ Here Insert Name and Tile of the Officer 7 personally appeared Name(s) of Signer(s) SHEILA RENAE COBIAN P Commission # 1848471 ( Notary Public - California 1 4 My Comm. Expires May 10.20131 ^1 who proved to me on the basis of satisfactory evidence to be the perso^whose name(s)©a« subscribed to the within instrument and acknowledged to me that Ja^^^Uff^ executed the same irHtis(he^t*»©if authorized capacity(i§s)rand that by4=H^fi2^h©if signatu re(sron the instrument the person(©); orTFie entity upon behalf of which the personj^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. Place Notary Seal Above WITNESS my hand and official seal. 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