RESOLUTION NO. 2023-
A RESOLUTION OF THE CITY COUNCIL OF FONTANA, CALIFORNIA, TO CONVEY THAT CERTAIN REAL PROPERTY LOCATED NORTH OF SLOVER AVENUE AND WEST OF BANANA AVENUE IN FONTANA, CALIFORNIA (A PORTION OF ASSESSOR PARCEL NUMBER 0236-021-02) TO CPL SLOVER LLC, A Delaware limited liability company PURSUANT TO GOVERNMENT CODE SECTION 37350, ET SEQ.
WHEREAS, the City of Fontana, a municipal corporation ("City"), is the owner of certain 375 square-foot parcel of real property generally located north of Slover Avenue and west of Banana Avenue in the City of Fontana, California (a portion of Assessor Parcel Number 0236-021-02), and consisting of an uneconomic remnant portion of a parcel acquired for Slover Avenue, and more specifically described in Exhibit “A” attached hereto and incorporated herein by this reference ("Property"); and WHEREAS, Assembly Bill 1486 went into effect on January 1, 2020 and expands the Surplus Land Act (“Act”) requirements for local agencies to achieve more affordable housing on surplus properties; and WHEREAS, Pursuant to the provision of the Act, City staff has determined that the sale of this remnant parcel constitutes "exempt surplus land" under Government Code Section 54221(f)(1)(B)(i), as surplus land that is less than 5,000 square feet in area that will be “sold to an owner of contiguous land,” and (f)(1)(E), as “surplus land that is a former street, right of way, or easement, and is conveyed to an owner of an adjacent property;” and WHEREAS, City staff has determined Government Code Section 54221(f)(1)(B)(i) is applicable since the Property is less than 5,000 square feet and will be sold to CPL Slover LLC, a Delaware limited liability company (“Developer”), who will have ownership over adjacent property, as well as (f)(1)(E), since the Property was acquired for right of way purposes described herein, and that the proposed sale of Property consists of uneconomic remnants resulting from that right of way, that are to be sold to Developer; and WHEREAS, Government Code Section 54222.3 states that the Act does not apply to the disposal of exempt surplus land; and WHEREAS, California Government Code Section 37420 through 37430 authorizes the City to dispose of public property; and WHEREAS, California Government Code Section 37351 provides that the legislative body of a city may “may control, dispose of, and convey … [real] property for the benefit of the city”; and WHEREAS, the City desires to take final action regarding the conveyance of the Property; and WHEREAS, Under the California Environmental Quality Act (Pub. Resources Code, §§21000 et seq.) (“CEQA”) and the State CEQA Guidelines (Cal. Code Regs. tit.14, §§15000 et seq.) City Staff have determined based on its independent review the sale of this Property is exempt from CEQA. Specifically, the proposed sale qualifies for the Class 12 Categorical Exemption (State CEQA Guidelines § 15312), which applies to the sale of surplus government property.
NOW, THEREFORE, THE CITY DOES HEREBY RESOLVE AND DECLARE AS FOLLOWS:
Section 1. Recitals. The Recitals set forth above are true and correct and are incorporated into this Resolution by this reference.
Section 2. Surplus Land Act Declaration and Findings. The City Council declares, based on the Recitals and all other information and testimony provided, that the Property is “exempt surplus land” under the Surplus Land Act pursuant to Government Code Section 54221(f)(1)(B)(i) because the Property is less than 5,000 square feet and will be sold to Developer, who has ownership over adjacent property that is contiguous with the Property, as well as (f)(1)(E), since the Property was originally acquired for right of way purposes and now consists of uneconomic remnants resulting from that right of way.
Section 3. Public Interest and Convenience Findings. The City Council intends to sell the Property to Developer and, based on the Recitals and all other information and testimony provided, finds that the public interest and convenience require the sale of the Property to Developer at fair market value.
Section 4. Compliance with California Code of Civil Procedure. There has been compliance by the City with the requirements of Section 1245.235 of the California Code of Civil Procedure regarding notice and hearing.
Section 5. CEQA. The proposed sale of the property is exempt from environmental review pursuant to the California Environmental Quality Act (Pub. Resources Code, SS 2100 et seq.) (“CEQA”) and the State CEQA Guidelines (Cal. Code Regs, tit. 14 SS 15000 et seq.). Specifically, City Staff have determined based on its independent review the sale of this Property is exempt from CEQA under the Class 12, Categorical Exemption for the sale of surplus government property (State CEQA Guidelines § 15312). Specifically, City Staff have determined that due to the location and proximity of the Property to Slover Avenue and other private property, the Property does not have significant values for wildlife habitat or other environmental purposes. Additionally, City Staff have determined that based on the size, shape and inaccessibility of the uneconomic remnant parcel that make up the Property, the Property is incapable of independent development or use. The City Clerk is authorized and directed to file a Notice of Exemption with the appropriate official of the County of San Bernardino, California within (5) days following the date of the adoption of this Resolution.
Section 6. Description of the Property. The Property is generally located north of Slover Avenue and west of Banana Avenue in the City of Fontana, California (Assessor Parcel Number 0236-021-02) and is further depicted in Exhibit “A" attached to this Resolution.
Section 7. Approval of Purchase and Sale Agreement. The Purchase and Sale Agreement for the conveyance of the Property to Developer, is hereby approved by the City Council in substantially the same form as hereto attached as Exhibit “B”, together with any such changes as hereafter approved by the City Manager and the City Attorney deemed to be within the City’s best interest.
Section 8. Implementation. The City Manager or designee is authorized to sign and enter into the Purchase Agreement on behalf of the City and to take any other actions reasonably necessary.
Section 9. Severability. If any provision of this Resolution or the application of any such provision to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications of this Resolution that can be given effect without the invalid provision or application, and to this end the provisions of this Resolution are severable. The City declares that the City would have adopted this Resolution irrespective of the invalidity of any particular portion of this Resolution.
Section 10. Effective Date. This Resolution shall take effect immediately upon its adoption by the City Council and the City Clerk shall certify the vote adopting this resolution.
APPROVED AND ADOPTED this 28th day of March, 2023.
____________________________________
City Attorney
I, Ashton Arocho, Deputy City Clerk of the City of Fontana, California, do hereby certify that the foregoing Resolution is the actual Resolution duly and regularly adopted by the City Council at a regular meeting of said City Council on the 28th day of March, 2023, by the following to-wit:
AYES:
NOES:
ABSENT:
City Clerk of the City of Fontana
Mayor of the City of Fontana
ATTEST:
City Clerk
EXHIBIT “B”
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is dated for reference purposes as of _________, 2023 (the “Effective Date”), by and between CPL Slover LLC, a Delaware limited liability company (“Buyer”) and City of Fontana, a California municipal corporation (“Seller”).
RECITALS:
A. Seller is the owner of that certain real property located in the City of Fontana, County of San Bernardino, State of California, commonly referred to as a portion of Assessor Parcel Number 0236-021-02 and legally described and depicted on Exhibit “A” attached hereto and incorporated herein by this reference (the “Property”).
B. Buyer desires to acquire and Seller desires to sell the Property for the consideration and on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, IN CONSIDERATION OF THE PROMISES CONTAINED HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:
AGREEMENT TO PURCHASE AND SELL.
Seller agrees to sell, assign and convey to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s right, title and interest in and to the Property. The Property includes, at no additional cost to Buyer, all intangible property or rights therein or thereto now owned or held by Seller which arise from or are related to any portion of the real property or improvements comprising the Property (the “Intangible Property”), including, but not limited to, benefits and rights pursuant to any and all certificates of occupancy, zoning approvals, variances, permits, transferable guarantees and warranties covering the Property or any part thereof; provided, however, that Buyer shall not be deemed to have assumed those obligations of Seller under any agreements unless otherwise specified in writing. To the extent owned by Seller, the Property also includes at no additional cost to Buyer all rights which are appurtenant thereto, including those related to all minerals, oil, gas and other hydrocarbon substances on or under the Property as well as all development rights, water rights, easements, rights of way, licenses and tenant improvements.
CONSIDERATION.
(a) Purchase Price. The purchase price for the Property is Nine Hundred Forty Dollars ($940.00) (“Purchase Price”), which Buyer and Seller agree is no less than the fair market value of the Property in its condition as of Close of Escrow. (b) Deposit. Within five (5) days following execution of this Agreement, Buyer shall deposit into Escrow a deposit in the full amount of the Purchase Price (the “Deposit”) by wire transfer or cash or cashier’s check drawn on good and sufficient funds on a federally insured bank in the State of California and made payable to the order of the Escrow Company (“Immediately Available Funds”). The Purchase Price deposited pursuant to this subsection (b) shall be non-refundable, except as otherwise provided in this Agreement; provided, however, that, notwithstanding any other provision of this Agreement to the contrary, $100.00 of the Purchase Price shall not be refundable to Buyer under any circumstances (the “Independent Consideration”). The Independent Consideration is separate consideration, bargained for and agreed to by the parties as independent and sufficient consideration for Seller’s execution and delivery of this Agreement.
3. TITLE.
Title Report. Buyer shall work with First American Title Insurance Company (referred to herein as both “Escrow Company” and “Title Company”) to have prepared at Buyer’s cost, a preliminary title report (“PTR”) pertaining to the Property.
Title Exceptions. Buyer shall take title subject to all exceptions shown in the PTR (“Permitted Exceptions”) and such other exceptions disclosed in writing by Seller to Buyer prior to the expiration of the Due Diligence Period (defined below) which do not materially affect the use of the Property by Buyer. If exceptions other than the Permitted Exceptions, exist which cannot be removed prior to the Close of Escrow (as defined in Section 8) and such exceptions materially affect the use of the Property, Buyer shall elect, by giving written notice to Seller and Escrow Company, (i) to terminate this Agreement, or (ii) to waive its disapproval of such exceptions, in which case such exceptions shall then be deemed to be Permitted Exceptions. In the event Buyer elects to terminate this Agreement, Escrow Company shall return to Buyer the Deposit, less the Independent Consideration and escrow, title and cancellation fees and both parties shall be relieved from any liabilities and/or obligations under this Agreement, except those liabilities and/or obligations that explicitly survive expiration or earlier termination of this Agreement.
Title Policy. Title Company shall issue, at the Closing, an ALTA Extended Coverage Owner’s Policy of Title Insurance (the “Title Policy”) together with endorsements reasonably requested by Buyer, with liability equal to the Purchase Price, subject only to (A) the Permitted Exceptions; (B) the standard printed exceptions and conditions in the Title Policy; and (C) the general and special taxes and assessments not then delinquent and a lien, if any, for current real property taxes for the fiscal year in effect at the time of the Closing.
4. ESCROW.
Opening of Escrow. Within two (2) days after the Effective Date (defined in Section 13 below), Buyer and Seller each shall deposit a counterpart of this Agreement executed by such party (or either of them shall deposit a copy executed by both Buyer and Seller) with Escrow Company. Buyer and Seller hereby instruct Escrow Company to accept and act upon electronic copies of signed documents, including this Agreement, but not including documents that will be recorded. This Agreement, together with such further instructions, if any, as the parties shall provide to Escrow Company by written agreement, shall constitute the joint escrow instructions of the parties. Escrow shall be deemed open (“Opening of Escrow” or “Opening Date”) upon Escrow Company’s receipt of a fully executed copy or executed counterparts of this Agreement. Buyer and Seller agree to be bound by Escrow Company’s proforma instructions or letter of acceptance, including Escrow Company’s general provisions; provided, however, that in the event of any inconsistency between such additional documents and this Agreement, this Agreement will govern.
Funds and Documents. Seller shall make its deposits into escrow in accordance with Section 6. Buyer shall make its deposits into escrow in accordance with Section 7.
Prorations. Escrow Company shall prorate any real property taxes and assessments on the Property as of the Close of Escrow for the current fiscal year based on the most current official real property tax information available from the County Assessor’s office where the Property is located or from other assessing authorities. If real property tax and assessment figures for the current fiscal year are not available, real property taxes shall be prorated based on real property taxes for the previous year. Seller is a public agency and generally not liable for real property taxes for its period of ownership of the Property. Buyer hereby acknowledges that Seller may receive a supplemental tax bill covering real property taxes and assessments covering its ownership of the Property from the Close of Escrow.
Costs. Buyer shall pay: (a) the documentary transfer tax due (which transfer tax shall not be posted on the Grant Deed), if any, in connection with the consummation of this transaction, (b) the premium for the Title Policy, at minimum, equal to the amount of an ALTA Extended Coverage Owner’s Policy and (c) one hundred percent (100%) of all other escrow, title and closing costs. Pursuant to Government Code Section 27383, no recording fee will be payable with respect to the recording of the Grant Deed.
CONDITIONS PRECEDENT.
Buyer’s Conditions Precedent. The following shall be conditions precedent to Buyer’s obligation to consummate the purchase and sale transaction contemplated herein (the “Buyer’s Conditions Precedent”):
Buyer shall not have terminated this Agreement in accordance with the provisions of Section 3(b) above.
Seller shall have delivered to the Escrow Company the items described in Section 6.
At the Close of Escrow, Buyer shall be placed in possession of the Property, free of any claims to or rights of possession, occupancy or ownership of any party other than Buyer, except for Permitted Exceptions.
There shall be no change in title to the Property after Buyer’s approval of the Title Policy, and no material easement, right of way, encroachment, or encumbrance with respect to the Property but not shown in the Title Policy shall exist.
Title Company shall, subject only to payment of the applicable premium, have irrevocably committed to issue the Title Policy to Buyer in the amount of the Purchase Price insuring that Buyer owns marketable fee simple title to the Property, subject to the Permitted Exceptions.
As of the Close of Escrow, none of the documents or materials provided by Seller to Buyer shall have been rescinded, amended or otherwise modified in a manner which would be materially adverse to Buyer or the Property. (vii) The conditions set forth in this Section are solely for the benefit of Buyer and may be waived only by Buyer. Buyer shall, at all times prior to the termination of this Agreement, have the right to waive any of these conditions; provided that such waiver is in writing. In the event that the conditions are not satisfied or waived by the Buyer, in writing, on or before the Closing, Escrow Company shall return to Buyer the Deposit and interest earned thereon, less the Independent Consideration and title and escrow cancellation fees and both parties shall be released from any liabilities or obligations under this Agreement, except such liabilities or obligations that explicitly survive expiration or earlier termination of this Agreement.
Seller’s Conditions Precedent. The following shall be conditions precedent to Seller’s obligation to consummate the purchase and sale transaction contemplated herein (the “Seller’s Conditions Precedent”):
Buyer shall not have terminated the Agreement in accordance with the terms of this Agreement.
Buyer shall have delivered to Escrow Company, prior to the Closing, for disbursement as directed hereunder, the Purchase Price in Immediately Available Funds due from Buyer in accordance with this Agreement.
Buyer shall have delivered to Escrow Company the items described in Section 7.
The conditions set forth in this Section are solely for the benefit of Seller and may be waived only by Seller. Seller shall, at all times prior to the termination of this Agreement, have the right to waive any of these conditions; provided that such waiver is in writing. In the event that the conditions are not satisfied or waived by the Seller, in writing, on or before the Closing, Escrow Company shall return to Buyer the Deposit and interest earned thereon, the Independent Consideration and title and escrow cancellation fees and both parties shall be released from any liabilities or obligations under this Agreement, except such liabilities or obligations that explicitly survive expiration or earlier termination of this Agreement.
SELLER’S CLOSING DELIVERIES.
At least one (1) business day prior to the Closing, Seller shall deliver or cause to be delivered to Escrow Company the following:
A deed in the form and content as set forth in Exhibit “B” attached hereto and by this reference incorporated herein (the “Grant Deed”).
An affidavit certifying that Seller is not a “foreign person” within the meaning of Section 1445(f)(3) of the Internal Revenue Code of 1986 (the “Certificate of Non-Foreign Status”).
A properly executed California form 590 or other evidence sufficient to establish that Buyer is not required to withhold any funds pursuant to the California Revenue and Taxation Code.
A properly completed and executed Documentary Transfer Tax Affidavit.
Any other documents, instruments or agreements reasonably necessary to effectuate the transaction contemplated by this Agreement.
6.1 SELLER’S REPRESENTATIONS AND WARRANTIES.
Notwithstanding any disclaimer of warranties and/or releases in this Agreement, Seller represents and warrants to Buyer that (i) Seller has or will obtain all consents necessary for the full performance of Seller’s obligations under this Agreement, and for the actions contemplated to be performed by Seller under this Agreement, (ii) at the Close of Escrow, Seller has the right and full authority to sell the Property to Buyer, (iii) there are no ground leases, mortgages, deeds of trust, or other hypothecations or security devices (collectively, "Security Devices") affecting the Property or any portion thereof, and Seller shall not create any Security Devices without the prior consent of Buyer, which may be withheld in Buyer’s sole and absolute discretion; and (iv) all Seller representations and warranties are true, correct and not misleading as of the Effective Date and will be true, correct, and not misleading at the Close of Escrow. These representations and warranties shall survive the Close of Escrow.
BUYER’S CLOSING DELIVERIES.
At least one (1) business day prior to the Closing, Buyer shall deliver to Escrow Company:
The sums as Escrow Company shall require to pay Buyer’s share of the closing costs, prorations and adjustments set forth herein, in Immediately Available Funds.
A fully completed and executed Preliminary Change of Ownership Report.
Any other documents, instruments or agreements reasonably necessary to effectuate the transaction as contemplated by this Agreement.
7.1 BUYER’S REPRESENTATIONS AND WARRANTIES.
Notwithstanding any disclaimer of warranties and/or releases in this Agreement, Buyer represents and warrants to Seller that (i) Buyer has or will obtain all consents necessary for the full performance of Buyer’s obligations under this Agreement, and for the actions contemplated to be performed by Buyer under this Agreement, (ii) at the Close of Escrow, Buyer has the right and full authority to purchase the Property from Seller, and (iii) all Buyer representations and warranties are true, correct and not misleading as of the Effective Date and will be true, correct, and not misleading at the Close of Escrow. These representations and warranties shall survive the Close of Escrow.
CLOSe of escrow.
Closing Period. The purchase and sale described in this Agreement shall close (“Closing” or “Close of Escrow”) no later than fifteen (15) days following the end of the Due Diligence Period, as defined in Section 9 below. Buyer shall have the right to extend the Close of Escrow for three (3) additional thirty (30) day extension periods. Should Buyer elect to exercise an extension, Buyer shall deposit an additional extension deposit of ONE HUNDRED DOLLARS AND NO CENTS ($100.00) into Escrow for each extension (“Extension Deposit”). Extension Deposits shall not be credited towards the Purchase Price and shall be non-refundable for any reason.
Authorization to Close. Provided that Escrow Company has not received written notice in a timely manner from Buyer or Seller of the failure of any condition to the Closing or of termination of the escrow, Escrow Company is authorized to close the escrow at such time as (i) Escrow Company has received all items to be delivered by Seller and Buyer pursuant to Sections 6 and 7; (ii) Escrow Company has received confirmation via email from both Seller and Buyer to close; and (iii) Title Company is prepared to issue the Title Policy at Closing.
Closing Deliveries. Upon Closing, Escrow Company will deliver the following to Buyer and Seller:
Deliver to Buyer: (A) the Grant Deed by causing it to be recorded in the Official Records of the Office of the County Recorder of San Bernardino County, California; and immediately upon recording, delivering to Buyer a conformed copy of the Grant Deed; (B) California form 590; (C) the Certificate of Non-Foreign Status; (D) any funds deposited by Buyer, and any interest earned thereon, in excess of the amount required to be paid to Seller hereunder; and (E) the Title Policy.
Deliver to Seller: (A) the Purchase Price; and (B) the fully completed and executed Preliminary Change of Ownership Report.
Tax Reporting. Escrow Company is hereby designated the “real estate reporting person” and any instructions or settlement statement prepared by Escrow Company shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Company shall file Form 1099 information return and send the statement to Seller.
Due Diligence and Time for Satisfaction of Conditions.
(a) Due Diligence Period. Buyer, or its designees, shall commence due diligence with respect to the Property promptly following the Opening of Escrow, and the due diligence period shall be twenty (20) days from Buyer’s receipt of the PTR and all hyperlinked underlying documents (the “Due Diligence Period”). Buyer agrees and acknowledges that Seller has provided to Buyer all materials, reports, and documents in Seller’s possession or control that affect or pertain to the use or occupancy of the Property and has no further obligation hereunder and therefor. At Buyer’s election, Buyer shall have the right to terminate this Agreement at any time during the Due Diligence Period by giving written notice of cancellation (“Notice of Cancellation”) to Seller and Escrow Company , in which case neither party shall have any further rights or obligations hereunder, except any rights or obligations that expressly survive the termination of this Agreement, and Buyer shall receive a refund of the Deposit, less the Independent Consideration. However, should Buyer proceed with the purchase of the Property, the Deposit shall be applicable to the Purchase Price and non-refundable to Buyer. If Buyer elects to proceed with the purchase of the Property as provided herein, Buyer shall provide Seller and Escrow Company with written notice of such election (“Notice to Proceed”), on or before the expiration of the Due Diligence Period. Upon delivery of a Notice to Proceed as provided herein, the Due Diligence Period shall expire. Should Buyer fail to deliver either a Notice of Cancellation or a Notice to Proceed by the end of the Due Diligence Period, a Notice to Proceed shall be deemed given by Buyer. (b) Physical Inspections. During the Due Diligence Period and until the Close of Escrow, Seller shall afford Buyer and the authorized representatives of Buyer reasonable access at reasonable times to the Property for purposes of satisfying any of Buyer’s Conditions Precedent (defined below) to the Close of Escrow contained herein, and Buyer shall have the right, at Buyer’s sole cost and expense and upon at least 24 hours (one (1) business day) written notice to Seller, to perform such engineering analyses, water, soils and geotechnical studies, site history investigations, marketing studies, and environmental assessments as Buyer deems necessary in connection with its investigation of the Property, and shall schedule any such physical tests during normal business hours unless otherwise approved by Seller. If Buyer elects to terminate this Agreement, Buyer shall repair and restore any damage caused to the Property by Buyer’s testing and investigation and leave the Property in substantially the same condition as existed on the Effective Date. Subject to the foregoing, Buyer shall indemnify, defend and hold harmless Seller from and against any and all claims, demands, liabilities, costs, expenses, damages and losses, cause or causes of action, proceeding(s) or suit(s), including reasonable attorneys’ fees, caused by Buyer’s (or its agent’s, employee’s, or representative’s) inspection, testing, occupation or use of Property prior to the Close of Escrow pursuant to this Section; provided, however, that Buyer shall have no responsibility or liability for (a) the pre-existing presence and discovery of Hazardous Substances (defined below), (b) the results or findings of any tests, (c) any negligent or willfully unlawful act or omission of Seller, its agents, employees, consultants or contractors, or (d) any adverse condition or defect on or affecting the Property not caused by Buyer or its employees, agents, contractors, or subcontractors but discovered during their inspections. (d) Copies of Reports. In the event that this Agreement becomes terminated for reasons other than Seller’s default, Buyer shall provide Seller, at no cost to Seller, with copies of all reports and studies created pursuant to Buyer’s due diligence investigation for the Property, excepting any reports that are protected from disclosure by law, within five (5) calendar days after the termination date; provided, however, that Buyer makes no warranty as to the completeness or accuracy of such reports and studies and Seller shall accept and rely on such materials at Seller’s sole risk. The provisions of this Section shall survive the termination of this Agreement.
PROPERTY “AS/IS”.
Buyer represents and warrants that, as specified herein, Buyer has, or shall inspect and conduct tests and studies of the Property and that Buyer is or shall be familiar with the general conditions of the Property. Buyer understands and acknowledges that the Property may be subject to earthquake, fire, floods, erosion, high water table, dangerous underground soil conditions, hazardous materials and similar occurrences that may alter its condition or affect is suitability for any proposed use. Seller shall have no responsibility or liability with respect to any such occurrence. Buyer represents and warrants that Buyer is acting and will act only upon information obtained by Buyer directly from Buyer’s own inspection of the Property. Notwithstanding anything to the contrary contained in this Agreement, the suitability or lack of suitability of the Property for any proposed or intended use, or availability or lack of availability of (i) permits or approvals of governmental or regulatory authorities, or (ii) rights with respect to any such proposed or intended use of Property shall not affect the rights or obligations of the Buyer hereunder.
No person on behalf of Seller is authorized to make, and by execution hereof, Buyer acknowledges that no person has made any representation, agreement, statement, warranty, guarantee or promise regarding the Property or the transaction contemplated herein or the zoning, construction, physical condition or other status of the Property except as may be expressly set forth in this Agreement or the Closing Documents. No representation, warranty, agreement, statement, guarantee or promise, if any, made by any person acting in behalf of Seller which is not contained in this Agreement or the Closing Documents will be valid or binding on Seller.
BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING OR WITH RESPECT TO (i) VALUE; (ii) THE INCOME TO BE DERIVED FROM THE PROPERTY; (iii) THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES AND USES WHICH BUYER MAY CONDUCT THEREON, INCLUDING THE POSSIBILITIES FOR FUTURE DEVELOPMENT OF THE PROPERTY; (iv) THE HABITABILITY, MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE PROPERTY; (v) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE PROPERTY; (vi) THE NATURE, QUALITY OR CONDITION OF THE PROPERTY, INCLUDING, WITHOUT LIMITATION, THE WATER, SOIL AND GEOLOGY; (vii) THE COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY LAW, RULES, ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY; (viii) COMPLIANCE WITH ANY ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATION, ORDER OR REQUIREMENTS, INCLUDING BUT NOT LIMITED TO TITLE III OF THE AMERICANS WITH DISABILITIES ACT OF 1990, CALIFORNIA HEALTH & SAFETY CODE, THE FEDERAL WATER POLLUTION CONTROL ACT, THE FEDERAL RESOURCE CONSERVATION AND RECOVERY ACT, THE U.S. ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT 40. C.F.R., PART 261, THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT OF 1980, AS AMENDED, THE RESOURCE CONSERVATION AND RECOVERY ACT OF 1976, THE CLEAN WATER ACT, THE SAFE DRINKING WATER ACT, THE HAZARDOUS MATERIALS TRANSPORTATION ACT, THE TOXIC SUBSTANCE CONTROL ACT, AND REGULATIONS PROMULGATED UNDER ANY OF THE FOREGOING (THE “ENVIRONMENTAL LAWS”); (ix) THE PRESENCE OR ABSENCE OF HAZARDOUS SUBSTANCES AT, ON, UNDER, OR ADJACENT TO THE PROPERTY; (x) THE CONFORMITY OF THE PROPERTY TO PAST, CURRENT OR FUTURE APPLICABLE ZONING OR BUILDING REQUIREMENTS; (xi) DEFICIENCY OF ANY UNDERSHORING; (xii) DEFICIENCY OF ANY DRAINAGE; (xiii) THE FACT THAT ALL OR PORTION OF THE PROPERTY MAY BE LOCATED ON OR NEAR AN EARTHQUAKE FAULT LINE; (xiv) THE EXISTENCE OF VESTED LAND USE, ZONING OR BUILDING ENTITLEMENT AFFECTING THE PROPERTY; OR (xv) WITH RESPECT TO ANY OTHER MATTER. FOR THE PURPOSES OF THIS AGREEMENT, “HAZARDOUS SUBSTANCES” MEANS HAZARDOUS MATERIALS, HAZARDOUS OR TOXIC SUBSTANCES OR WASTES AND SIMILAR TERMS AS USED IN THE ENVIRONMENTAL LAWS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE ON AN “AS IS” CONDITION AND BASIS WITH ALL FAULTS, AND THAT SELLER HAS NO OBLIGATION TO MAKE REPAIRS, REPLACEMENTS OR IMPROVEMENTS EXCEPT AS MAY OTHERWISE BE EXPRESSLY STATED HEREIN OR AS PROVIDED IN THE CLOSING DOCUMENTS. BUYER REPRESENTS, WARRANTS AND COVENANTS TO SELLER THAT, EXCEPT FOR SELLER’S EXPRESS REPRESENTATIONS AND WARRANTIES SPECIFIED IN THIS AGREEMENT OR IN THE CLOSING DOCUMENTS, BUYER IS PURCHASING THE PROPERTY BASED ON BUYER’S OWN INVESTIGATION OF THE PROPERTY.
Except for the representations and warranties of Seller contained in this Agreement and in the Closing Documents, Buyer shall rely solely upon Buyer’s own knowledge of the Property based on its investigation of the Property and its own inspection of the Property in determining the Property’s physical condition. With the exception of claims relating to or arising out of a breach of any of Seller’s representations and warranties herein or in the Closing Documents, or any of Seller’s representations or warranties herein or in the Closing Documents being untrue or misleading, Buyer and anyone claiming by, through or under Buyer hereby waives his/her/its right to recover from and fully irrevocably releases Seller, its elected and appointed officials, employees, officers, directors, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors, and assigns, and all persons, firms, corporations and organizations in its behalf (“Released Parties”) from any and all claims that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any construction defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting the Property, or any portion thereof. This release includes claims of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer’s release to Seller. Buyer specifically waives the provision of California Civil Code Section 1542, which provides as follows:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” In this connection and to the extent permitted by law, Buyer hereby agrees represents and warrants that Buyer realizes and acknowledges that factual matters now unknown to him/her/it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge and acquit Seller from any such unknown cause of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included as a material portion of the consideration given to Seller by Buyer in exchange for Seller’s performance hereunder.
Buyer shall defend, indemnify and save the Released Parties from and against any and all loss, expense, claims, demands, costs including attorneys’ fees and costs of any kind or character that the Released Parties may at any time incur by reason of any liability arising out of or in connection with the physical condition of the Property occurring after the Close of Escrow, including, without limitation, construction defects, errors, omissions or the conditions, latent or otherwise, including environmental matters affecting the Property, including repair, clean-up or detoxification or preparation and implementation of any removal, remedial response, closure or other plan concerning any petroleum products and/or any toxic, dangerous or hazardous chemicals, materials, substances, pollutants and wastes, in violation of applicable laws, rules or regulations, exposure to which is prohibited, limited or regulated by any requirement of any governmental authority, or if not so prohibited, limited or regulated, which may pose a hazard to the health and safety of the occupants of the Property or the occupants and/or owners of property near the Property. The obligations of Buyer in this paragraph shall not apply in the event any loss, expense, claim, demand, or cost, arises out of a breach of any of Seller’s representations and warranties, or of any of Seller’s representations or warranties being untrue or misleading, Seller and Buyer have initialed this Section 10 to further indicate their awareness and acceptance of each and every provision. ___________________________ __________________________ SELLER’S INITIALS BUYER’S INITIALS
DEFAULT/REMEDIES.
11.1 Events of Default. In addition to other acts or omissions of a Party that may legally or equitably constitute a Default or breach of this Agreement, the occurrence of any of the following specific events shall constitute an “Event of Default” under this Agreement:
(a) Monetary Default. If a Monetary Default occurs and continues for seven (7) days after written notice from the Seller, specifying in reasonable detail the amount of money not paid and the nature and calculation of each such payment. (b) Bankruptcy or Insolvency. If, prior to the Close of Escrow, the Buyer ceases to do business as a going concern, ceases to pay its debts as they become due or admits in writing that it is unable to pay its debts as they become due, or becomes subject to any Bankruptcy Proceeding (except an involuntary Bankruptcy Proceeding dismissed within sixty (60) days after commencement), or a custodian or trustee is appointed to take possession of, or an attachment, execution or other judicial seizure is made with respect to, substantially all of the Buyer’s assets or the Buyer’s interest in this Agreement (unless such appointment, attachment, execution, or other seizure was involuntary and is contested with diligence and continuity and vacated and discharged within sixty (60) days). (c) Breach of Representation or Warranty. If any representation, warranty or disclosure made by the Seller or by the Buyer in this Agreement is materially false or misleading. (d) Deposit of Funds, Bonds or Other Security. If the Buyer fails to make any deposit of funds or provide or maintain any bond or other security required under this Agreement within seven (7) days’ after Notice of such Default to the Buyer. (e) Non-Monetary Default. If any Non-Monetary Default occurs and the defaulting party does not cure such Non-Monetary Default within thirty (30) days after Notice from the non-defaulting party describing the Default in reasonable detail, or, in the case of a Non-Monetary Default that cannot with reasonable due diligence be cured within thirty (30) days from such Notice, if the defaulting party shall not: (a) within thirty (30) days after the Notice, advise the non-defaulting party of the defaulting party’s intention to take all reasonable steps to cure such Non-Monetary Default; (b) duly commence such cure within such period, and then diligently prosecute such cure to completion; and (c) complete such cure within a reasonable time under the circumstances. (f) Transfer. The occurrence, prior to the Close of Escrow, of a transfer other than a Permitted Transfer, whether voluntarily or involuntarily or by operation of Law, in violation of the terms and conditions of this Agreement.
11.2 THE BUYER WAIVES ANY RIGHT TO MAINTAIN AN ACTION AGAINST THE SELLER FOR SPECIFIC PERFORMANCE OF ANY TERM OR PROVISION OF THIS AGREEMENT, PRIOR TO THE CLOSE OF ESCROW. UPON THE OCCURRENCE OF AN EVENT OF DEFAULT BY THE SELLER, PRIOR TO THE CLOSE OF ESCROW, THE BUYER SHALL BE LIMITED TO RECOVERING ANY AMOUNTS ACTUALLY EXPENDED BY THE BUYER IN REASONABLE RELIANCE ON THIS AGREEMENT, PRIOR TO THE DATE OF THE OCCURRENCE OF THE DEFAULT BY THE SELLER, NOT TO EXCEED AN AGGREGATE AMOUNT OF TEN THOUSAND DOLLARS ($10,000) AND FURTHER, THE SELLER SHALL WAIVE ANY REQUIREMENT THAT THE PROPERTY BE ACQUIRED BY THE BUYER, OR ANY AFFILIATE OF THE BUYER, AS A CONDITION OF APPROVAL OF THE PENDING PROJECT FOR THE CONSTRUCTION BY BUYER, AND THE ANTICIPATED OPERATION BY BUYER’S AFFILIATE, OF AN INDUSTRIAL COMMERCE CENTER FACILITY ON A PARCEL ADJOINING THE PROPERTY. THE BUYER WAIVES ANY RIGHT TO RECOVER ANY OTHER SUMS FROM THE SELLER ARISING FROM A DEFAULT BY THE SELLER, PRIOR TO THE CLOSE OF ESCROW. THE BUYER ACKNOWLEDGES THE PROTECTIONS OF CIVIL CODE SECTION 1542 RELATIVE TO THE WAIVERS AND RELEASES CONTAINED IN THIS SECTION, WHICH CIVIL CODE SECTION READS AS FOLLOWS:
A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
BY INITIALING BELOW, THE BUYER KNOWINGLY AND VOLUNTARILY WAIVES THE PROVISIONS OF SECTION 1542 SOLELY IN CONNECTION WITH THE WAIVERS AND RELEASES OF THIS SECTION. __________________
Initials of Authorized
Buyer Representative
11.3 LIQUIDATED DAMAGES. THE PARTIES AGREE THAT IT WOULD BE IMPRACTICAL OR EXTREMELY DIFFICULT TO FIX PRIOR TO SIGNING THIS AGREEMENT, THE ACTUAL DAMAGES WHICH WOULD BE SUFFERED BY SELLER IF BUYER FAILS TO PERFORM BUYER’S OBLIGATIONS UNDER THIS AGREEMENT. THEREFORE, IF AFTER SATISFACTION OR WAIVER OF ALL CONDITIONS PROVIDED FOR IN THIS AGREEMENT, OR FAILURE OF ANY CONDITION DUE TO BUYER'S BREACH HEREUNDER, THIS AGREEMENT FAILS TO CLOSE AS A RESULT OF BUYER’S BREACH, THE SELLER WILL BE ENTITLED TO RETAIN AS LIQUIDATED DAMAGES THE DEPOSIT OF NINE HUNDRED FORTY DOLLARS ($940.00) AS SELLER’S SOLE AND EXCLUSIVE REMEDY UNDER THIS AGREEMENT, WHICH WILL BE RELEASED TO SELLER. UPON PAYMENT OF SAID SUMS TO SELLER, BUYER WILL BE RELEASED FROM ANY FURTHER LIABILITY UNDER THIS AGREEMENT. _______________ _______________
Buyer Initials Seller Initials
11.4 Legal Actions. Following the Close of Escrow, either Party may institute legal action to cure, correct or remedy any Default, to recover damages for any Default, or to obtain any other remedy available to that Party under this Agreement, at law or in equity regarding any Default. Any such legal action must be instituted in the Superior Court of the State of California in San Bernardino County, in any other appropriate court within the County, or in the United States District Court with jurisdiction in the County.
BROKER’S COMMISSION/Escrow fees.
Seller shall not be responsible for any of Buyer’s real estate brokerage or sales commissions, finder fees or similar charges that may arise from or be related to this Agreement. Seller represents that it has not used a broker or finder in connection with this Agreement. Buyer shall be solely responsible for any real estate brokerage or sales commissions, finder fees or similar charges that may arise from or be related to this Agreement that are claimed by any person engaged by the Buyer relating to the Property or this Agreement, and, Buyer shall indemnify the Seller from any such claims for real estate brokerage or sales commissions, finder fees or similar charges from any person engaged by Buyer. Except as specifically set forth otherwise in this Agreement, escrow/title fees will be split equally between Buyer and Seller.
MiSCELLANEOUS.
Authority. Each individual and entity executing this Agreement hereby represents and warrants that he/she/it has the capacity set forth on the signature pages hereof with full power and authority to bind the party on whose behalf he or it is executing this Agreement to the terms hereof.
Entire Agreement. This Agreement and the exhibits hereto is the entire Agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written, between the parties with respect to the matters contained in this Agreement. Any waiver, modification, consent or acquiescence with respect to any provision of this Agreement shall be set forth in writing and duly executed by or in behalf of the party to be bound thereby. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signatures(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this Agreement attached hereto.
Time of Essence. Time is of the essence in the performance of and compliance with each of the provisions and conditions of this Agreement.
Notices. Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service), by electronic communication (if receipt is confirmed in writing), or by recognized overnight courier with delivery costs prepaid (e.g., FedEx):
Buyer: CPL Slover LLC, a Delaware limited liability company c/o Panattoni Development Company, Inc.
Attn: Jacob R. LeBlanc, Local Partner
2442 Dupont Drive
Irvine, California 92612
Telephone: (949) 296-2943
Email: [email protected]
Seller: City of Fontana
Attn: City Manager
8353 Sierra Ave.
Fontana, CA 92335
With a Copy to: Fontana City Attorney
2855 East Guasti Road
Suite 400
Ontario, CA 91761
Escrow Company: First American Title Insurance Company Attn: Phyllis Chambers
3281 East Guasti Road, Suite 440
Ontario, CA 91761
Telephone: (909) 518-0552
Email: [email protected]
Title Company: First American Title Insurance Company
Attn: Greg Franke
3281 East Guasti Road, Suite 440
Ontario, CA 91761
Telephone: (909) 510-6233
Email: [email protected]
Any party may change its address for notice by written notice given to the other in the manner provided in this Section. Any such communication notice or demand shall be deemed to have been duly given or served on the date personally served, if by personal service, one (1) day after the date of written acknowledgment of receipt, if by electronic communication, and one (1) day after deposit with recognized overnight courier.
Further Actions. The parties agree to execute such other instruments and to do such further acts as may be reasonably necessary to carry out the provisions of this Agreement.
Construction. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law; but, if any provision of this Agreement shall be invalid or prohibited thereunder, such invalidity or prohibition shall be construed as if such invalid or prohibited provision had not been inserted herein and shall not affect the remainder of such provision or the remaining provisions of this Agreement.
Interpretation. The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Section headings of this Agreement are solely for convenience of reference and shall not govern the interpretation of any of the provisions of this Agreement. References to “Sections” are to Sections of this Agreement, unless otherwise specifically provided.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.
Attorneys’ Fees. If any action is brought by either party against the other party, the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of this Agreement, the term “attorneys’ fees” or “attorneys’ fees and costs” shall mean the fees and expenses of counsel to the parties hereto.
Relationship of Parties. Notwithstanding anything to the contrary contained herein, this Agreement shall not be deemed or construed to make the parties hereto partners or joint venturers, or to render either party liable for any of the debts or obligations of the other, it being the intention of the parties to merely create the relationship of Seller and Buyer with respect to the Property to be conveyed as contemplated hereby.
No Recording. This Agreement, or a memorandum thereof, shall not be recorded or filed in the public land or other public records of any jurisdiction by either party and any attempt to do so may be treated by the other party as a breach of this Agreement.
Assignment. Buyer shall neither assign its rights nor delegate its obligations hereunder without obtaining Seller’s prior written consent, which may be withheld in Seller’s sole discretion. Notwithstanding the foregoing, Buyer may, at any time prior to the Close of Escrow and without Seller’s prior written consent but upon ten (10) day’s prior written notice to Seller, assign its rights and obligations hereunder to an entity that controls, is controlled by or under common control with Buyer (“Affiliate”). Any other purported or attempted assignment or delegation without obtaining Seller’s prior written consent shall be void and of no effect.
Binding Effect. Subject to the restrictions on transfer set forth in subsection (m) hereof, this Agreement shall be binding upon and inure to the benefits of the heirs, successors and assigns of the parties hereto.
Effective Date. This Agreement shall be effective as of the date upon which it is executed by the final party executing the same (the “Effective Date”).
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOLLOWS
SIGNATURE PAGE
TO
PURCHASE AND SALE AGREEMENT
AND JOINT ESCROW INSTRUCTIONS
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
Dated:
SELLER:
CITY OF FONTANA,
a California municipal corporation
Matthew Ballantyne
City Manager
ATTEST:
CITY CLERK
APPROVED AS TO FORM:
CITY ATTORNEY
Dated:
BUYER:
CPL SLOVER LLC,
a Delaware limited liability company
By: CP LOGISTICS PLATFORM, LLC,
a Delaware limited liability company, its Sole Member
By: PANATTONI CLP, LLC,
a Delaware limited liability company, its Administrator By: PANATTONI CLP OPERATOR, LLC,
A Delaware limited liability company, its Manager
By:
Name: William Bullen
Its: Vice President
EXHIBIT “B”
GRANT DEED
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City of Fontana
8353 Sierra Ave.
Fontana, CA 92335
Attention: City Manager
SPACE ABOVE THIS LINE FOR RECORDER'S USESPACE ABOVE THIS LINE FOR RECORDER'S USEAPN: 0236-021-02APN: 0236-021-02
SPACE ABOVE THIS LINE FOR RECORDER'S USE
SPACE ABOVE THIS LINE FOR RECORDER'S USE
APN: 0236-021-02
APN: 0236-021-02
GRANT DEED
The undersigned Grantor declares:
Exempt from fee per GC 27388.1(a)(2); recorded in connection with a transfer subject to the imposition of documentary transfer tax Documentary transfer tax payable to San Bernardino County $__________ City of Fontana Tax $ ____________ ( ) Computed on the consideration or value of property conveyed; OR ( ) Computed on the consideration or value less liens or encumbrances remaining at time of sale. ( ) Unincorporated area (X) City of Fontana CITY OF FONTANA, a California municipal corporation (hereinafter referred to as "Grantor"), FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, does hereby GRANT and CONVEY to CPL Slover LLC, a Delaware limited liability company (hereinafter referred to as "Grantee"), Fee simple absolute title to that certain property more fully described in EXHIBIT “A” and depicted in EXHIBIT “B”, both attached hereto and incorporated herein by reference.
IN WITNESS WHEREOF, Grantor has caused this instrument to be executed on the date set forth below.
Dated: __________ CITY OF FONTANA, a California municipal corporation By: _____________________________
Matthew Ballantyne
City Manager
California All-Purpose Acknowledgment
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
STATE OF
COUNTY OF
On ______________, 2023 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.
__________________________________________ [Seal]
Signature of Notary Public
__________________________________________
My Commission Expires: