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HomeMy WebLinkAboutLennar Assign & Assump Avalon PH4RECORDING REQUESTED BY: First American Title Company WHEN RECORDED MAIL DOCUMENT TO: Lennar Homes of California, LLC 2603 Camino Ramon, Suite 525 San Ramon, CA 94583 Attention: Brian Olin ;55) ancl 51) and 986-0077-003 (PARCEL AD) and 986-0076-002 (PARCEL AE) 141 1 1" 1* 1 • OFFICIAL RECORDS OF ALAMEDACOUNTY MELISSAWILK, CLERK -RECORDER RECORDING FEES: $90.00 4 11 *4111 :N 011 NO q IVA :1*9101 V IN Above This Line for Recorder's Use Only Lots 88-91 & Parcels AD, AE, Tract 8372 Ivy, Vine & Avalon, Boulevard, Dublin, CA 11i i 4#i 111 Iffilel IN a *a 19 Eli (please fill in document title(s) on this line) (X) Exempt from fee under GC 27388.1(a)(2) due to being recorded in connection with a concurrent transfer that is subject to the imposition of documentary transfer tax, or () Exempt from fee under GC 27388.1(a)(1) due to the maximum fees ($225) being paid on documents in this transaction, or () Exempt from fee under GC 27388.1(a)(2) due to being recorded in connection with a transfer of real property that is a residential dwelling to an owner -occupier, or Exempt from fee under GC 27388.1(a) (1); Not related to real property, or, Document is executed or recorded by the state or any county, municipality, or other political subdivision of the state - GC 27388.1(a)(2) () Exempt from fee under GC 27388.1(a) (1) for the following reasons: NOTE: The following exemptions may not be acceptable for use In all counties: () Exempt from fee under GC 27388.1 due to being recorded in connection with a transaction that was subject to documentary transfer tax which was paid on document recorded as Document No. of Official Records, or () Exempt from fee under GC 27388.1 due to the maximum fees having been paid on document(s) recorded as Document No. of Official Records, or () Exempt from fee under GC 27388.1 due to it being recorded'in connection with a transfer of real property that is a residential dwelling to an owner -occupier. The recorded document transferring the dwelling to the owner - occupier was recorded as Document No. of Official records. THIS PAGE ADDED TO PROVIDE EXEMPTION INFORMATION FOR THE BUILDING HOMES AND JOBS ACT FEE AFFORDABLE HOUSING FEE) (Additional recording fee applies) RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Lennar Homes of California, LLC. 2603 Camino Ramon, Suite 525 San Ramon, CA 94583 Attention: Brian Olin ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT AGREEMENT AND CONSENT OF CITY THIS ASSIGNMENT AND,ASSUMPTION OF DEVELOPMENT AGREEMENT AND CONSENT OF CITY (this "Assignment") is made effective as of the date of the conveyance of the Property (defined below) to Assignee (defined below) (the "Effective Date"), by and between DUBLIN CROSSING, LLC, a Delaware limited liability company ("Assignor"), and LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company ("Assignee). A. Assignor has acquired certain real property, or the rights to acquire certain real property, located in the City of Dublin (the "City"), County of Alameda, State of California (the "Overall Property"), pursuant to the terms of that certain Purchase and Sale and Assignment Agreement and Escrow Instructions entered into as of June 2, 2015, by and between Assignor and Dublin Crossing Venture LLC, a Delaware limited liability company (DCVLLC'). B. DCV LLC and the City entered into that certain Development Agreement approved by the City on December 19, 2013 pursuant to Ordinance No. 08-13 and recorded in the Official Records of Alameda County, California (the "Offlicial Records") on June 4, 2014 as Document No. 2014134795, which was amended by that certain Amendment No, I to Development Agreement approved by the City on June 2, 2015 pursuant to Ordinance No. 101-15 and recorded in the Official Records on July 22, 2015 as Document No. 2015202606, as further amended by that certain Amendment No. 2 to Development Agreement approved by the City on February 2, 2016 pursuant to Ordinance No. 2-16 and recorded in the Official Records on March 8, 2016 as aDocument No. 2016056821, and as ftirther amended by that certain Amendment No. 3 to Development Agreement approved by the City on June 15, 2017 pursuant to Ordinance No. 5-17 and recorded in the Official Assignment of Development Agmt. for Phase of Avalon (NB 23).SFW,vl Records on June 26, 2017 as Document No. 201713 8465 (as amended, the "Development Agreement"). The Development Agreement relates to and affects the Property. C. DCV LLC assigned all of its rights, interests and obligations under the Development Agreement to Assignor, pursuant to that certain Assignment and Assumption of Development Agreement recorded in the Official Records on August 28, 2015 as Document No. 2015239932. D. Assignor is developing a master -planned community on the Overall Property and has subdivided a portion of the Overall Property into two (2) neighborhoods that will be developed in one phase known as "Phase 5," which is described more particularly on Exhibit "A7 attached hereto and incorporated herein by this reference. E. Assignee has acquired the real property described on Exhibit "B" attached hereto (the "Property"), which is a portion of Phase 5 pursuant to that certain Agreement for Purchase and Sale of Real Property and Joint Escrow Instructions -dated as of January 19,2023, as amended, from time to time (as amended, the "Purchase Agreement"). F. Assignor desires to assign, and Assignee desires to assume, all of Assignor's rights, interests and obligations under the Development Agreement solely to the extent such rights, interests and obligations relate to the Property. G. Section 22 of the Development Agreement states the City Manager's (as defined in the Development Agreement) approval is required for any assignment of the rights, interests, and obligations under the Development Agreement, and Assignor and Assignee desire to secure the City Manager's approval for the assignment set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee agree as follows: I Incorporation of Recitals. The recitals of fact set forth above are true and correct and incorporated into this Assignment in their entirety by this reference. 2. Assignment. Subject to the consent of the City Manager, Assignor hereby transfers and assigns to Assignee all of Assignor's rights, interests and obligations under the Development Agreement solely to the extent such rights, interests and obligations relate to the Property. 3. Acceptance and Assumption. Subject to the consent of the City Manager, Assignee hereby accepts the transfer and assignment set forth in Section 2 of this Assignment and assumes and agrees to perform all of Assignor's obligations under the Development Agreement solely to the extent such obligations relate to the Property, including, but not limited to, the obligation to pay all impact and other fees required to be paid when a building permit is obtained from the City (collectively, the "Assumed Obligations"). Notwithstanding anything to the contrary in the vesting tentative map approval, Assignee acknowledges and agrees that the City can apply the requirements in Sections 9.2 and 9.5.6 of the Development Agreement to require assignee to provide security for, respectively, fees in lieu of parkland dedication and Public Facilities Fee N Assignment of Development Agmt. for Phase 4 of Avalon (NB 23).SFW.v1 payments. Assignee hereby agrees to indemnify, protect, defend (with legal counsel reasonably acceptable to Assignor) and hold Assignor harmless from and against any and all claims arising from or related to any Assumed Obligations. 4. Further Assurances. Assignor hereby covenants that it shall, at any time and from time to time upon written request therefor, execute and deliver to Assignee, including its nominees, successors and/or assigns, any reasonable new or confirmatory instruments and perform any other reasonable acts which Assignee or its nominees, successors and/or assigns may request in order to fully transfer possession and control of, and protect the rights of Assignee and its successors and/or assigns in, all of the rights, interests and obligations intended to be transferred and assigned to Assignee by this Assignment. Assignee hereby covenants that it shall, at any time and from time to time upon written request therefor, execute and deliver to Assignor, including its nominees, successors and/or assigns, any reasonable new or confirmatory instruments and perform any other reasonable acts which Assignor or its nominees, successors and/or assigns may request in order to fully transfer possession and control of all of the rights, interests and obligations intended to be transferred and assigned to Assignee by this Assignment. S. . Approval of Assignment. Pursuant to Section 22.3 of the Development Agreement, Assignor shall be released from any assigned obligations under the Development Agreement-, so long as (a) such assignment has been approved by the City Manager in accordance with Section 22.2 of the Development Agreement and (b) such obligations are expressly assumed by the assignee in a written assignment agreement executed by the parties. By executing the Consent By City attached to this Assignment, the City Manager, on behalf of the City, hereby approves the assignment and assumption set forth in this Assignment, pursuant to Section 22.2 of the Development Agreement, and releases Assignor from its obligations relating to the Property, pursuant to Section 22.3 of the Development Agreement. 6. Successors. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 7. Counterparts. This Assignment may be executed in counterparts, each of which shall be deemed an original, but all of which, taken together, shall constitute one and the same instrument. 8. Amendment. This Assignment may only be amended or modified by a written instrument executed by all of the parties hereto. 9. Governing Law. The validity, interpretation and performance of this Assignment shall be controlled by and construed under the laws of the State of California. 10. Attorneys' Fees. Should any dispute arise between the parties hereto or their legal representatives, successors or assigns concerning any provision of this Assignment or the rights and duties of any person in relation thereto, the party prevailing in such dispute shall be entitled, in addition to such other relief that may be granted, to receive from the other party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in connection with such dispute. Assignment of Development Agmt. for Phase 4 of Avalon (NB 23).SFW.vl 11. Entire Agreement. This Assignment, together with the Purchase Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes all prior -understandings or agreements. In the event of any conflict between this Assignment and the Purchase Agreement, the terms of the Purchase Agreement shall govern and control. 12. Severability. If any term, covenant, condition or provision of this Assignment, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction or otherwise by law rendered invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Assignment, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. 13. Notices. All notices shall be in writing, and shall be given in the manner prescribed by Section 27 of the Development Agreement. Pursuant to Section 27 of the Development Agreement, the address for Assignee is: Lennar Homes of California, LLC 2603 Camino Ramon, Suite 525 San Ramon, CA 94583 Attention: Brian Olin 14. Authoriiy. Each individual executing this Assignment on behalf of a corporation or other legal entity represents and warrants that: (a) he or she is duly authorized to execute and deliver this Assignment on behalf of said corporation or other legal entity in accordance with and without violating the provisions of its governing documents, and (b) this Assignment is binding upon and enforceable against said corporation or other legal entity in accordance with its terms. Any entity signing this Assignment on behalf of a corporation or other legal entity hereby represents and warrants in its own capacity that it has full authority to do so on behalf of the corporation or other legal entity. [Signature Page Follows] 11 Assignment of Development Agmt. for Phase 4 of Avalon (N8 23).SFW.vl Date. IN WITNESS WHEREOF, the parties have entered into this Assignment as ofthe Effective DUBLIN CROSSING, LLC, a Delaware limited liability company IN Its: BrookCal Dublin LLC, a Delav Membe By: Name: Its: By: Name: Its: By: SPIC Dublin LLC, I a Delaware limited liability company Its: Member By: Standard Pacific Investment Corp., a Delaware corporation Its: Member By: Name: Its: SIGNED IN COUNTERPART SiVof Page to Assignment and Assumption of evelopment Agreement and Consent City Assignment of Development Agmt. for Phase 4 of Avalon (NB 23).SFW.vl Date, IN WITNESS WHEREOF, the parties have entered into this Assignment as of the Effective DUBLIN CROSSING, LLC, a Delaware limited liability company By: BrookCal Dublin LLC, a Delaware limited liability company Its: Member By: SIGNED IN COUNTERPART Name: Its: SIGNED IN COUNTERPART By: Name: Its: By: SPIC Dublin LLC, a Delaware limited liability company Its: Member By: Standard Pacific Investment Corp., a Delaware corporation Its: Member By: Name: lam Z—- f -ZA' Its: AvA + 0 1 Signature Page to Assignment and Assumption of evelopmentAgreement and Consent of City Assignment of Development Agmt. for Phase 4 of Avalon (NB 23).SFW.v1 CIVIEL CODE § 1189 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 Contra Costa On September 6, 2023 before me, Marcie L. Martinez, Notary Public Date Name and Title of Officer personally appeared Gonzalo Rodriguez and Josh Roden Name of Signer 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. A dWbWbAb MARCIE L. MARTINEZ Notary Public - California Contra Costa County Commission 1#V 2Z424160136 ej My Comm. Expires Nov 1, 2026 WM I W Place Notary Seal Above I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. Signature: - Ann rkzA , L 1�,:gnature of Notary Pubkc 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, -6wU ��LAAfzt L Date / 1-1--j Hd. "M Name Ad TW:7 tfie Officer personally appeared.. ct'd 411 tz' Names} of who proved to me on the basis of satisfactory evidence to be the person#) -whose namo(s) is/aFe-subscribed to the within instrument and acknowledged to me that he/sheAhey executed the same in his/her/ftir authorized capacity(44), and that by his/hal;44teir signature(4-on the instrument the person(s)-, or the entity upon behalf of which the person(,aj- acted, executed the instrument. *- ELiZAK7H NE.41. I certify under PENALTY OF PERJURY under the Notary Public - California laws of the State of California that the foregoing Contra Costa County paragraph is true and correct. Comnjission # 2359445 my Comm. Expires MAY 29, 2029 1 0 WITNESS my hand and official seal. Place Notary Seal Above Signature of Notary Public Acknowledgement Page to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 4 of Avalon (NB 23).SFW.vl ASSIGNEE: LENNAR HOMES OF CALIFORNIA, LLC, a California limited liability company By: Name: Chad Kiltz Its: Vice President Signature Page to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 4 of Avalon (NB 23).SFW.vl 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 } rr COUNTY OF Ce tQ C- On , before me, �'Nl a ` -W &b Date Act H m Insert Nae And Title t eOflicer personally appeared -I/ t z _ Name(s) orSignet(s) *my ELi2ABETH MEAL Notary Public - California Contra Caste County Commission N 2359448 Comm. Expires May 29, 2025 Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(.zLwhose name(} is/are-subscribed to the within instrument and acknowledged to me that he/ske4hGy executed the same in his/herftheir authorized capacity(4os), and that by his/lierfth-eir signature(s�-on the instrument the person{&}, or the entity .upon behalf of which the person(&). 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 of Notary Public Acknowledgement Page to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 4 of Avalon (NB 23).SFW.vl Exhibit "A" Legal Description of Phase 5 Real property in the City of Dublin, County of Alameda, State of California, described as follows: BEING PORTIONS OF THE LANDS DESCRIBED IN THE FINAL JUDGMENT ON THE DECLARATION OF TAKING, AMENDMENT TO DECLARATION OF TAKING, AND SECOND AMENDMENT TO DECLARATION OF TAKING ENTITLED UNITED STATES OF AMIERICA V. 3396 ACRES OF LAND, ALAMEDA AND CONTRA. COSTA COUNTIES, CALIFORNIA, ADA CLEMENT, ET AL, FILED IN THE DISTRICT COURT OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF CALIFORNIA, SOUTHERN DIVISION, CIVIL NO.22352-B, JUDGMENT EFFECTIVE 27 AUGUST 1945, CIVIL NO. 22352-R THE FINAL JUDGMENT OF RECORD FILED ON JULY 21, 1947 AND RECORDED IN BOOK 5132 AT PAGE 1, OFFICIAL RECORDS OF ALAMEDA COUNTY, SAME PARCEL BEING A PORTION OF THAT 180.126 ACRE PARCEL SHOWN ON THAT CERTAIN MAP ENTITLED "RECORD OF SURVEY NO. 2031 ", FILED ON MAY 8, 2006 IN BOOK 31 AT PAGE 28 OF MAPS, OFFICIAL RECORDS OF SAID COUNTY AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF THE SAID 180.126 ACRE PARCEL, THENCE ALONG THE NORTH LINE OF THE 180.126 ACRE PARCEL, SOUTH 88° 24" 09" EAST - 1397.51 FEET; THENCE CROSSING THROUGH THE SAID USA PARCEL, SOUTH 010 35' 51" WEST - 667.84 FEET TO A POINT ON THE NORTH LINE OF PARCEL 1 DESCRIBED 1N A DEED TO DUBLIN CROSSING, LLC RECORDED ON AUGUST 28, 2015, UNDER DOCUMENT NO. 2015-23 9931 OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID NORTH LINE, NORTH 88° 26' 26" WEST - 731.53 FEET TO THE NORTHWEST CORNER OF PARCEL 1, SAME BEING THE NORTHEAST CORNER OF SAID PARCEL 2A DESCRIBED IN A DEED TO DUBLIN CROSSING, LLCRECORDED ON MARCH 17, 2017 UNDER DOCUMENT NO.2017-064517 OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG THE NORTH LINE OF PARCEL 2A, NORTH 88° 26' 23" WEST - 45.04 FEET TO THE NORTHWEST CORNER OF PARCEL 2A, SAME CORNER BEING ON THE WEST LINE OF THE 180.126 ACRE PARCEL; THENCE ALONG SAID WEST LINE FOR THE FOLLOWING THREE (3) COURSES: (1) NORTH 46' 28' 47" WEST - 532.33 FEET, (2) NORTH 45" 42' 26" WEST — 304.99 FEET, AND (3) NORTH 010 13' 02" EAST - 105.88 FEET TO THE POINT OF BEGINNING. PHASE 5-2: COMMENCING AT THE NORTHWEST CORNER OF THE SAID 180.126 ACRE PARCEL, THENCE ALONG THE NORTH LINE OF THE 180.126 ACRE PARCEL, SOUTH 880 24' 09" EAST — 1857.51 FEET FOR THE POINT OF BEGINNING HEREOF; THENCE Exhibit to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 4 of Avalon (NB 23).SFW.vl CONTINUING ALONG SAID NORTH LINE, SOUTH 88° 24' 09" EAST - 1177.65 FEET; THENCE CROSSING THROUGH THE USA PARCEL FOR THE FOLLOWING SEVEN (7) COURSES: (1) SOUTH 38° 42' 03" WEST - 407.75 FEET FOR THE BEGINNING OF A CURVE TO THE RIGHT, FROM WHICH POINT THE CENTER BEARS NORTH 05° 02' 23" WEST, (2) IN A WESTERLY DIRECTION 48.42 FEET ALONG THE ARC OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 418.00 FEET AND THROUGH A CENTRAL ANGLE OF 060 38' 14", (3) NORTH 880 24' 09" WEST - 170.00 FEET FOR THE BEGINNING OF A CURVE TO THE LEFT, (4) IN A SOUTHWESTERLY DIRECTION 362.71 FEET ALONG THE ARC OF SAID CURVE TO THE LEFT, HAVING A RADIUS OF 582.00 FEET AND THROUGH A CENTRAL ANGLE OF 350 42' 26", (5) SOUTH 55° 53' 25" WEST - 188.66 FEET FOR THE BEGINNING OF A CURVE TO THE RIGHT, (6) IN A SOUTHWESTERLY DIRECTION 244.28 FEET ALONG THE ARC RIGHT OF SAID CURVE TO THE RIGHT, HAVING A RADIUS OF 639.00 FEET AND THROUGH A CENTRAL ANGLE OF 210 54' 12", AND (7) NORTH 01° 35' 51" EAST - 649.19 FEET TO THE POINT OF BEGINNING. APN: 986-0001-001-33 (Affects this and other property) Exhibit A to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 4 of Avalon (NB 23).SFW.vl 01% VON Real property in the City of Dublin, County of Alameda, State of California, described as follows: LOTS 88,89,90 AND 91 AND PARCEL AD AND AE, AS SHOWN ON THE MAP ENTITLED "TRACT 8372 IVY, VINE & AVALON AT BOULEVARD" FILED ON NOVEMBER 29,2021, IN BOOK 367 OF MAPS, AT PAGES 26 THROUGH 35, ALAMEDA COUNTY RECORDS. APN(S): 986-0077-042 (Lot 88), 986-0077-043 (Lot 89), 986-0076-026 (Lot 90), 986-0076-027 (Lot 91), 986-0077-003 (Parcel AD), and 986-0076-002 (Parcel AE). Exhibit B to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt. for Phase 4 of Avalon (NB 23).SFW.vl CONSENT BY CITY The City of Dublin, a municipal corporation, by and through its City Manager, hereby consents to the foregoing Assignment and Assumption of Development Agreement and ffirther acknowledges and agrees that Assignor is hereby released of any and all' obligations under the Development Agreement relating to the Property. CITY: MAL ="—We R]"I M10-ir ATTEST: By: inam,4AA WtxL%--- Name: :MrsVja A&OOVe- Title: City Clerk � �# �,- �#- I - M13 I SIGNED IN COUNTERPART By: Name: Title: City Attorney City's Signature Page to Assignment and Assumption of -P Development Agreement and Consent of City Assignment of Development Agmt. for Phase 4 of Avalon (N13 23).SFW.v1 DocuSign Envelope ID: A6E4526482A6-4851-87CB-93F89E472072 The City of Dublin, a municipal corporation, by and through its City Manager, hereby consents to the foregoing Assignment and Assumption of Development Agreement and further acknowledges and agrees that Assignor is hereby released of any and all obligations under the Development Agreement relating to the Property. AlWAS1111MINW] By: SIGNED IN COUNTERPART Name: Title: City Manager ATTEST: By: SIGNED IN COUNTERPART Name: Title: City Clerk APPROVED AS TO FORM _D*cq_"4ur*d W. 4! � ,, 7t! By: Name: Title: City Attorney City's Signature Page to Assignment and Assumption of Development Agreement and Consent of City Assignment of Development Agmt, for Phase 4 of Avalon (NB 23).SFW.v1 ral'A3111-kol-tylk L CIVIL CODE § 1189 ............. . ..... . . . .... . .... ..... ........................... ..... ..... .................. ......... ... .. j 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. ............ ...... ........... _­1 ........... .... . ..... . ... . ... ...................................... .... State of California County of Alameda On SeRtember 1. 2023 before me, Marsha Louise Moore Notary Public personally appeared Linda Smith, who proved to me on the basis of'satisfactory evidence to be the person(s) whose name(6) is/afe subscribed to the within instrument and acknowledged- to me that he/she/they executed the same in 4i-s/her/#& authorized capacitykk--4, and that by 44s/her/#v& 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 sea]. Signature A"AAAAA46dMa- MARSHA LOUISE MOORE Notary Publk - Cattfornia (Seal) Alameda County COmmilsion # 2339618 My Comm. Expires Oft S, 1024