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HomeMy WebLinkAbout2010-05-26 e-packetSPECIAL MEETING CITY COUNCIL ~oo~x„s~v~~ AND o ~ REDEVELOPMENT AGENCY ~. o OF THE c'~LIFOR~l~ CITY OF SOUTH SAN FRANCISCO P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, California 94083 Meeting to be held at: MUNICIPAL SERVICES BUILDING COMMUNITY ROOM 33 ARROYO DRIVE SOUTH SAN FRANCISCO, CA WEDNESDAY, MAY 26, 2010 6:59 P.M. NOTICE IS HEREBY GIVEN, pursuant to Section 54956 of the Government Code of the State of California, the City Council of the City of South San Francisco will hold a Special Meeting on Wednesday, the 26th day of ~~1ay, 2010, at 6:59 p.m., in the Municipal Services Building, Community Room, 33 Arroyo Drive, South San Francisco, California. Purpose of the meeting: 1. Call to Order. 2. Roll Call. 3. Agenda Review. 4. Public Comments -comments are limited to items on the Special Meeting Agenda. 5. Resolution of the City Council and Redevelopment Agency approving an appropriation by the Redevelopment Agency and authorizing the City Manager to execute legal documents for the termination of the City's obligation related to the California Health Facilities Financing Authority Revenue Bonds of 1986. 6. Adjourned. i ity Cler , ity of South San Francisco ~°~~x' S-~~~ 0 n ~» J O c9LIFOR~l~ to e ort DATE: May 26, 2010 TO: Honorable Mayor & City Council Honorable Members of the Redevelopment Agency Board FROM: Director of Finance SUBJECT: RESOLUTION OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY APPROVING AN APPROPRIATION BY THE REDEVELOPMENT AGENCY AND AUTHORIZING THE CITY MANAGER TO EXECUTE LEGAL DOCUMENTS FOR TERMINATION OF THE CITY'S OBLIGATION RELATED TO THE CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY REVENUE BONDS OF 1986 RECONIlVIENDATION It is recommended that the City Council adopt, and the Redevelopment Agency Board authorize payment under a resolution of the City Council to authorize the City Manager to execute various legal documents associated with the City's final payment on the obligation for the City's share of the 1986 California Health Facilities Financing Authority (CHFFA) bonds. BACKGROUND/DISCUSSION In 1989, the City of South San Francisco participated in a statewide bond pool that had been authorized by the State of California in 1986 to sell lease revenue bonds to remodel the Magnolia Senior Center. 7'he bonds were structured as lease revenue bonds, and the City's share was the smallest in the pool at $563,000. The larger participants in that bond pool were Riverside and Santa Cruz Counties. The bonds are administered by CHFFA and not by the City. The City has been reporting these bonds in the annual financial reports (Comprehensive Annual Financial Reports) submitted to the City Council. The City has paid monthly debt service on the bonds for its small share. However, the funding vehicle for the required bond reserve fund held by trustee was a Guaranteed Investment Contract (GIC) that matured in 2009. Due to the turmoil in the bond markets over the past 18 months, a substitute investment could not be found that earned the same interest rate. As a result, each participant's required debt service payment would increase to cover the loss of interest earnings. Staff Report Resolution Authorizing the City Manager to Execute Various Legal Documents in Order to Terminate the City's Obligation with Respect to the 1986 CHFFA Revenue Bonds Page 2 In addition, the largest participant, the County of Riverside, stated its intention to prepay its share of the bonds one year early. That would leave the remaining participants with a very large increase in debt service. South San Francisco's share would go from $48,500 next year to $112,000 if it does not prepay its share of the bond obligation. In order to obviate the need for this increase, the City may prepay its final payment on the bonds for approximately $48,500, and CHFFA will then call/defease the bonds early. In order to prepay the bonds early, the City needs to execute various bond documents (attached), which formally terminate its obligation for the bonds with the delivery of approximately $48,500 by June 10th to the bond trustee. The attached resolution authorizes the City Manager to execute the necessary legal documents to terminate the City's share of the bond obligation one year early and apply funds provided by the Redevelopment Agency for the termination. FISCAL IMPACT Taking the recommended actions will result in the City saving approximately $63,500 in extra interest costs. Funds are available in the Redevelopment Agency operating budget to make the payment. CONCLUSION Defeasing the 1986 CHFFA bonds one year early will be a prudent cost saving measure for the City and the Redevelopment Agency. Prepared by: °'~ ~ Approved by. ~ Ji Steele y .Nagel D" ector of Finance City Manager Attachments: Resolution Bond/Legal Documents: Termination of Site Lease • Termination of Lease Agreement • Termination of Assignment Agreement. 1S/BN:ed 1429703.2 RESOLUTION NO. CITY COUNCIL AND REDEVELOPMENT AGENCY BOARD; CITY OF SOUTH SAN FRANCISCO, STATE OF CALIFORNIA RESOLUTION OF THE CITY COUNCIL AND REDEVELOPMENT AGENCY APPROVING AN APPROPRIATION BY THE REDEVELOPMENT AGENCY AND AUTHORIZING THE CITY MANAGER TO EXECUTE LEGAL DOCUMENTS FOR TERMINATION OF THE CITY'S OBLIGATION RELATED TO THE CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY REVENUE BONDS OF 1986 WHEREAS, the City of South San Francisco entered into a bond pool arrangement in 1989 sponsored by the California Health Facilities Financing Authority (CHFFA); and WHEREAS, $563,000 was used by the City of South San Francisco to pay for capital improvements to the Magnolia Senior Center; and WHEREAS, CHFFA invested its bond reserve funds in a Guaranteed Investment Contract (GIC) which has since matured: and WHEREAS, interest rates on substitute bond reserve instruments are significantly lower than the GIC; and WHEREAS, the City would be required to pay an additional $63,500 in additional interest costs through the end of the bond term in 2011. ; and WHEREAS, those extra interest costs could be avoided by prepaying the City's 2010-11 debt service costs by June 10, 2010; and WHEREAS, in order to pay off the bonds early, various legal documents ("the documents") need to be executed, among them the following: • Termination of Site Lease • Termination of Lease Agreement • Termination of Assignment Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of South San Francisco that the City Council hereby authorizes the City Manager to execute the documents ~•eferenced above and any related certificates or instruments that will enable the City to prepay and terminate its obligation with respect to the 1986 CHFFA bonds. Such documents include the documents named above in draft form. The City Manager is hereby authorized by execution to approve minor changes to these draft documents in order to complete the transaction and otherwise to carry out the purposes of this resolution,, and to execute additional related documents, instruments and certificates that maybe needed or appropriate for such purposes. I hereby certify that the foregoing Resolution was regularly introduced and adopted by the City Council of the City of South San Francisco at a meeting held on the day of , 2010 by the following vote: AYES: NOES ABSTAIN: ABSENT: ATTEST: City Clerk 1429736.2 RECORDING REQUESTED BY ) AND WHEN RECORDED MAIL TO: ) Orrick, Herrington & Sutcliffe LLP ) 405 Howard Street ) San Francisco, California 94105 ) Attention: Kathleen A. Leak ) (For Recorder's Use Only) 'his document is recorded for the benefit of the City of South San Francisco and recording is fee Pxempt under Ser_tion 27383 of the California Government Code. TERMINATION OF SITE LEASE City of South San Francisco This Termination of Site Lease (this "Agreement") is entered into as of July 1, 2010, between the City of South San Francisco, a political subdivision of the State of California (the "City"), and. the California Health Facilities Financing Authority, a public instrumentality duly organized and existing under and by virtue of the laws of the State of California (the "Authority"). RECITALS: WHEREAS, the City, as lessor, and the Authority, as lessee, entered into that certain Site Lease (County Program), 1986 Series B, dated June 30, 1989 (the "Site Lease"), recorded June 30, 1989 as Instrument No. 89086256 in the Official Records of the County of San .Mateo, State of California, pursuant to which the City leased certain property described therein and on Exhibit A attached hereto (the "Demised Premises and Health Facilities") to the f~uthority; WHEREAS, for the purposes of financing the completion and equipping of certain health facilities (the "Project"), the Authority and the City entered into that certain Lease Agreement, dated June 30, 1989, recorded June 30, 1989 as Instrument No. 89086257 in the Official Records of the County of San Mateo, State of California, as supplemented and amended by the First Supplemental Lease Agreement, dated as of April 1, 1994, and by the Second Supplemental Lease Agreement, dated as of July 1, 2000 (hereinafter collectively referred to as OHS WEST:260841260.2 -1- the "Lease"}, pursuant to which the Demised Premises and the Health Facilities were leased back to the City; WHEREAS, pursuant to the Lease, the Authority made available to the City a portion of the proceeds of the California Health Facilities Financing Authority Revenue Bonds (County Program), 1986 Series B (the "Bonds") in the aggregate principal amount of five hundred sixty-three thousand dollars ($563,000), in order to finance the completion and equipping of the Project; WHEREAS, all Bonds are being mandatorily redeemed on July 1, 2010; and WHEREAS, concurrently with the mandatory redemption of all Bonds on July 1, 2010, the City and the Authority desire to terminate and discharge the Site Lease. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Termination of Site Lease. Effective as of the recordation of this Agreement, the Authority and the City hereby acknowledge and agree that the Site Lease shall be terminated and discharged, and shall be of no further force or effect. 2. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one agreement. The signature and acknowledgement. pages from each counterpart may be removed and attached to a single document in order to create one original instrument. OHS WEST:260841260.2 -2- IN WITNESS WHEREOF, this Termination of Site Lease has been executed by each party's respective duly authorized officers, as of the date first above written. CITY OF SOUTH SAN FRANCISCO By Title: CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY By Executive Director APPROVED AND CONSENTED TO: DEUTSCHE BANK NATIONAL TRUST COMPANY By Authorized Officer OHS WesT:260841260.2 -3- CONSENTED TO: NATIONAL PUBLIC FINANCE GUARANTEE CORPORATION, on its own behalf and on behalf of MBIA INSURANCE CORPORATION, as reinsurer pursuant to the Amended and Restated Quota Share Reinsurance Agreement effective as of January 1, 2009, by and between MBIA Insurance Corporation and MBIA Insurance Corp. of Illinois, now known as National Public Finance Guarantee Corporation By Authorized Officer OHS WEST:260841260.2 -4- Exhibit A Demised Premises All the real property situated in the City of South San Francisco, State of California described as follows: Beginning at a point at the Nrnthwest crnner of the intersection of Magnolia Avenue and Baden Avenue, North 300 feet along the West line of Magnolia Avenue; thence West 125.0 feet along the South lire of Grand Avenue; then South 300 feet along a line paraIlel to Magnolia Avenue; thence East 125.0 feet along the North lire of Baden Avenue to the place of beginning, bounded on the North by Grand Avenue, on the East by Magnolia Avenue, on the South by Baden Avenue and the West by remainder of the Magnolia Elementary School Property. Assessors Parcel Numbers: 012-233-120 012-241-200 OHS WEST:260841260.2 -5- Description of Health Facilities The Health Facilities consist of the second floor of the Magnolia Senior Center which accommodates the City of South San Francisco's Adult Day Care Program. OHS WEST:260841260.2 -6- CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF COUNTY OF On )SS before me, File No: APN No: , 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 This area for official notarial seal. OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. ^ INDIVIDUAL ^ CC)RPORATE OFFICER.(S) T1TLE(S) ^ PARTNER(S) ^ LIMITED ^ GENERAL ^ ATTORNEY-IN-FACT ^ TP.USTEE(S) ^ Gl1ARDIAN/CONSERVATOR ^ OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or Entity OPTIONAL SECTION Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE Reproduced by First American Title Company DATE OF DOCUMENT OH5 WEST:260841260.2 -7- RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, California 94105 Attention: Kathleen A. Leak (For Recorder's Use Onl This document is recorded for the benefit of the City of South San Francisco and recording is fee exempt under Section 27383 of the California Government Code. TERMINATION OF LEASE AGREEMENT City of South San Francisco This Termination of Lease Agreement (this "Agreement") is entered into as of July 1, 2,010, between the California Health Facilities Financing Authority, a public instrumentality of the State of California (the "Authority"), and the City of South San Francisco, a political subdivision of the State of California (the "City"). RECITALS: WHEREAS, the City, as lessor, and the Authority, as lessee, entered into that certain Site Lease (County Program), 1986 Series B, dated June 30, 1989, recorded June 30, 1989 as Instrument No. 89086256 in the Official Records of the County of San Mateo, California, pursuant to which the City leased certain property described therein and on Exhibit A attached hereto (the "Demised Premises and Health Facilities") to the Authority; WHEREAS, for the purposes of financing the completion and equipping of certain health facilities (the "Project"), the Authority and the City entered into that certain Lease Agreement, dated June 30, 1989, recorded June 30, 1989 as Instrument No. 89086257 in the Official Records of the County of San Mateo, California, as supplemented and amended by the First Supplemental Lease Agreement, dated as of April 1, 1994, and by the Second Supplemental Lease Agreement, dated as of July 1, 2000 (hereinafter collectively referred to as the "Lease"), pursuant to which the Demised Premises and the Health Facilities were leased back to the City; WHEREAS, pursuant to the Lease, the Authority made available to the City a portion of the proceeds of the California Health Facilities Financing Authority Revenue Bonds (County NHS West:260841246? -$- Program), 1986 Series B (the "Bonds") in the aggregate principal amount of five hundred sixty- three thousand dollars ($563,000), in order to finance the completion and equipping of the Project; WHEREAS, all Bonds are being mandatorily redeemed on July 1, 2010;. and WHEREAS, concurrently with the mandatory redemption of all Bonds. on July 1, 2010, the City and the Authority desire to terminate and discharge the Lease. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Termination of Lease. Effective as of the recordation of this Agreement, the Authority and the City hereby acknowledge and agree that the Lease shall be terminated and discharged, and shall be of no further force or effect from and after the date hereof, except for the obligations and covenants provided in Article VIII, Section 10.04 and Section 11.08 of the Lease which, pursuant to the provisions of the Lease, shall survive such termination. 2. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one agreement. The signature and acknowledgement pages from .each counterpart may be removed and attached to a single document in order to create one original instrument. OHS West:260841246.2 -9- IN WITNESS WHEREOF, this Termination of Lease Agreement has been executed by each party's respective duly authorized officers, as of the date first above written. CITY OF SOUTH SAN FRANCISCO By Its: CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY By Executive Director APPROVED AND CONSENTED TO: DEUTSCHE BANK NATIONAL TRUST COMPANY By Authorized Officer OHS West:260841246.2 -10- CONSENTED TO: NATIONAL PUBLIC FINANCE GUARANTEE CORPORATION, on its own behalf and on behalf of MBIA INSURANCE CORPORATION, as reinsurer pursuant to the Amended and Restated Quota Share Reinsurance Agreement effective as of January 1, 2009, by and between MBIA Insurance Corporation and MBIA Insurance Corp. of Illinois, now known as National Public Finance Guarantee Corporation By ~iuthorized Officer OHS West260841246.2 -11- Exhibit A Demised Premises All the real property situated in the City of South San Francisco, State of California described as follows: Beginning at a point at the Northwest comer of the intellection of Magnolia Avenue and Baden Avenue, North 300 feet along the West line of Magnolia Avenue; thence West 125.0 feet along the South line of Gland Avenue; then South 300 feet along a line parallel to Magnolia Avenue; thence East 125.0 feet along tree North line of Baden Avenue to the place of beginning, bounded on the North by Grand Avenue, on the East by Magnolia Avenue, on the South by Baden Avenue and the West by remainder of the Magnolia Elementary School Property. Assessors Parcel Numbers: 012-233-120 012-241-200 OHS West:260841246.2 -12- Description of Health Facilities The Health Facilities consist of the second floor of the Magnolia Senior Center which accommodates the City of South San Francisco's Adult Day Care Program. OHS West:260841246.2 -13- CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF COUNTY OF On before me, )SS File No: APN No: 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 persons} 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 This area for official notarial seal. OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. ^ INDIVIDUAL ^ CORPORATE OFFICER(S) TITLE(S) ^ PARTNER(S) ^ LIMITED ^ GENERAL ^ ATTORNEY-IN-FACT ^ TRUSTEE(S) ^ GUARDIAN/CONSERVATOR ^ OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or Entity OPTIONAL SECTION Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES SIGNER(S) OTHER THAN NAMED ABOVE DATE OF DOCUMENT Reproduced by First American Title Company 11/2007 OHS West:260841246.2 -14- RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, California 94105 Attention: Kathleen A. Leak (For Recorder's Use Only) This document is recorded for the benefit of the City of South San Francisco and recording is fee exempt under Section 27383 of the California Government Code. TERMINATION OF ASSIGNMENT AGREEMENT City of South San Francisco This Termination of Assignment Agreement (this "Agreement") is entered into as of July 1, 2010, between the California Health Facilities Financing Authority, a public instrumentality of the State of California (the "Authority"), and Deutsche Bank National Trust Company, formerly Bankers Trust Company of California, N.A., successor trustee to Bank of America National Trust and Savings Association, a national banking association, successor by merger to Security Pacific National Bank, as trustee (the "Trustee"). RECITALS: WHEREAS, the City of South San Francisco (the "City"), as lessor, and the Authority, as lessee, entered into that certain Site Lease (County Program), 1986 Series B, dated June 30, 1989 (the "Site Lease"), recorded June 30, 1989 as Instrument No. , 89086256 in the Official Records of the County of San Mateo, California, pursuant to which the City leased certain property described therein and on Exhibit A attached hereto (the "Demised Premises") to the Authority; WHEREAS, for the purposes of financing the completion and equipping of certain health facilities (the "Project"), the Authority and the City entered into that certain Lease Agreement, dated June 30, 1989, recorded June 30, 1989 as Instrument No. 89086257 in the Official Records of the County of San Mateo, State of California, as supplemented and amended by the First Supplemental Lease Agreement, dated as of April 1, 1994, and the Second Supplemental Lease Agreement, dated as of July 1, 2000 (hereinafter collectively referred to as OHS WEST:260841259.2 -15- the "Lease"), pursuant to which the Demised Premises and the Health Facilities (as such term is defined in the Lease) were leased back to the City; WHEREAS, pursuant to the Lease, the Authority made available to the City a portion of the proceeds of the California Health Facilities Financing Authority Revenue Bonds (County Program), 1986 Series B (the "Bonds") in the aggregate principal amount of five hundred sixty-three thousand dollars ($563,000) in order to finance the completion and equipping of the Project; WHEREAS, the Authority has assigned its interest in the Lease. to the Trustee as security for repayment of the Bonds pursuant to that certain Assignment Agreement, dated June 30, 1989 (the "Assignment Agreement"), between the Authority, as assignor, and the Trustee, as assignee, recorded June 30, 1989 as Instrument No. 89086258 in the Official Records of the County of San l~lateo, California; V4THEREAS, all Bonds are being mandatorily redeemed on July 1, 2010; and WHEREAS, concurrently with the mandatory redemption of all Bonds on July 1, 2010, the City and the Authority have agreed to terminate and discharge the Site Lease, the Lease and the Assignment Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows: 1. Termination of Assignment Agreement. Effective as of the recordation i~f this Agreement, the Authority and the Trustee hereby acknowledge and agree that the Assignment Agreement shall be terminated and discharged, and shall be of no further force or effect. 2. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one agreement. The signature and acknowledgement pages from each counterpart may be removed and attached to a single document in order to create one original instrument. OHS WES'r:260841259.2 -16- IN WITNESS WHEREOF, this Termination of Assignment Agreement has been executed by each party's respective duly authorized officers, as of the date first above written. CALIFORNIA HEALTH FACILITIES FINANCING AUTHORITY By Executive Director DEUTSCHE BANK NATIONAL TRUST COMPANY By Authorized Officer OHS WesT:260841259.2 -17- CONSENTED TO: NATIONAL PUBLIC FINANCE GUARANTEE CORPORATION, on its own behalf and on behalf of MBIA INSURANCE CORPORATION, as reinsurer pursuant to the Amended and Restated Quota Share Reinsurance Agreement effective as of January 1, 2009, by and between MBIA Insurance Corporation and MBIA Insurance Corp. of Illinois, now known as National Public Finance Guarantee Corporation By Authorized Officer UHS WES'r260841259.2 -18- Exhibit A Demised Premises All the real property situated in the City of South San Francisco, State of California described as follows: Beginning at a point at the Northwest comer of the intersection of Magnolia Avenue and Baden Avenue, North 300 feet along the West line of Magnolia Avenue; thence West 125.0 feet along the South line of Grand Avenue; then South 300 feet along a line parallel to Magnolia Avenue; thence East 125.0 feet along the North line of Baden Avenue to the place of beginning, bounded on the North by Grand Avenue, on the East by Magnolia Avenue, on the South by Baden Avenue and the West by remainder of the Magnolia Elementary School Property. Assessors Parcel Numbers: 012-233-120 012-241-200 OHS WEST:260841259.2 -19- CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT STATE OF COUNTY OF On )SS before me, File No: APN No: 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 This area for official notarial seal. OPTIONAL SECTION CAPACITY CLAIMED BY SIGNER Though statute does not require the Notary to fill in the data below, doing so may prove invaluable to persons relying on the documents. ^ INDIVIDUAL ^ CORPORATE OFFICER(S) TITLE(S) ^ PARTNER(S) ^ LIMITED ^ GENERAL ^ ATTORNEY-IN-FACT ^ TRUSTEE(S) ^ GUARDIAN/CONSERVATOR ^ OTHER SIGNER IS REPRESENTING: Name of Person or Entity Name of Person or Entity OPTIONAL SECTION Though the data requested here is not required by law, it could prevent fraudulent reattachment of this form. THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW TITLE OR TYPE OF DOCUMENT: NUMBER OF PAGES DATE OF DOCUMENT SIGNER(S) OTHER THAN NAMED ABOVE Reproduced by First American Tide Company 11/2007 OH5 WEST:260841259.2 _20_