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HomeMy WebLinkAboutATTACHMENT 5 GRANT DEED CONVEYING SITE NO. 2 TO TUSDATTACHMENT 5 GRANT DEED CONVEYING SITE NO. 2 TO TUSTIN UNIFIED SCHOOL DISTRICT WHEN RECORDED MAIL TO: TUSTIN UNIFIED SCHOOL DISTRICT Attn: Chief Financial Officer 300 South C Street Tustin, CA 9280 Exempt from recording fee per Government Code §§ 6103 and 27383 Exempt from Documentary Transfer Tax pursuant Taxation Code § 11922 GRANT DEED AND ENVIRONMENTAL RESTRICTION PURSUANT TO CIVIL CODE SECTION 1471 This DEED is made this day of 2015, by the CITY OF TUSTIN, CALIFORNIA, the recognized local redevelopment authority for Marine Corps Air Station Tustin (the "GRANTOR"), in favor of the TUSTIN UNIFIED SCHOOL DISTRICT (the GRANTEE"). RECITALS: A. GRANTOR requested from the United States of America (hereinafter the "Government") conveyance of a portion of the former Marine Corps Air Station Tustin, ("MCAS Tustin") which was closed pursuant to and in accordance with the Defense Base Closure and Realignment Act of 1990, as amended (Pub. L. No. 101-510; "Base Closure Act") and which is no longer required for military purposes; and B. The Government and GRANTOR entered into the Agreement between the United States of America and the City of Tustin, California, for the Conveyance of a Portion of the Former Marine Corps Air Station Tustin (the "Agreement"), dated May 13, 2002, which sets forth the terms and conditions of the conveyance of portions of MCAS Tustin from the Government to GRANTOR; and C. Pursuant to the Agreement, the Government conveyed property at the Marine Corps Air Station, Tustin ("City Property") to GRANTOR on May 13, 2002; and D. Pursuant to California Civil Code § 1471 and a Finding of Suitability to Transfer ("FOST"), the Government determined that it is reasonably necessary to impose certain restrictions on the use of the City Property to protect present and future human health or safety or the environment as a result of the presence of hazardous materials on portions of the City Property described hereinafter with particularity. E. GRANTOR and GRANTEE have entered into that certain Site Conveyance Agreement dated '2015, between the City of Tustin and the Tustin Unified School District for the conveyance of a portion of MCAS Tustin for the establishment of a 6-12 Schools Facility Project as defined therein ("Site Conveyance Agreement") and that School Facilities Implementation, Funding and Mitigation Agreement ("I/M Agreement"), setting forth the terms EXHIBIT "D" 1107626.1BAW&G/185189 FINAL and conditions of the conveyance of a portion of the City Property from GRANTOR to GRANTEE and construction of the 6-12 School Project, as defined in the UM Agreement, thereon. NOW THEREFORE, GRANTOR, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby remise, release and forever quitclaim to GRANTEE, all of GRANTOR's right, title and interest in and to that certain real property, comprising approximately 40 acres, more or less (hereinafter "TUSD Property"), as more particularly described in Exhibit "A." 1. EXCEPTING THEREFROM, and reserving to GRANTOR its successors and assigns, together with the right to grant and transfer all or a portion of the same, the following: 1.1 Any and all water, water rights or interests therein appurtenant or relating to the TUSD Property or owned or used by GRANTOR in connection with or with respect to the TUSD Property ( no matter how acquired by GRANTOR), whether such water rights shall be riparian, overlying, appropriative, littoral, percolating, prescriptive, adjudicated, statutory or contractual, together with the perpetual right and power to explore, drill, redrill and remove the same from or in the TUSD Property, to store the same beneath the surface of the TUSD Property and to divert or otherwise utilize such water, rights or interests on any other property owned or leased by GRANTOR; but without, however, any right to enter upon or use the surface of the TUSD Property in the exercise of such rights or to interfere with GRANTEE's use thereof. 2. SUBJECT TO THE FOLLOWING NOTICES, COVENANTS, RESTRICTIONS, AND CONDITIONS, which shall run with the land and be binding upon and enforceable against GRANTEE, its successors and assigns: 2.1 Conditions. The TUSD Property shall be planned, developed, and maintained for the School Facilities Project as such is defined in the I/M Agreement and other school facility uses, including, but not limited to, those set forth on Exhibit "F", Attachment "1" to the Site Conveyance Agreement. Any uses not referenced herein are subject to a determination by the GRANTOR as to consistency with the terms and conditions of the Specific Plan, the UM Agreement and the Site Conveyance Agreement. 2.2 Restrictions on Transfers. 2.2.1 Permitted Transfers. Prior to construction of either the 6-12 School Project, the 9-12 School Project or the 6-8 School Project, GRANTEE shall not effect, or agree to effect, any transfer, sale, assignment, gift or other conveyance of all or any portion of the TUSD Property or any improvements thereon or any interest therein, whether voluntarily, involuntarily or by operation of law except as otherwise provided in the I/M Agreement and those easements, leases, licenses, etc., that are required in TUSD's discretion to operate and maintain the TUSD Property for the 6-12 School Project. 2.2.2 Remedies For Improper Transfers. Any purported transfer that is not a permitted transfer shall, at the election of GRANTOR, be null and void. In the event of a transfer in violation of this Section 2.2, GRANTOR shall have all remedies available to it at law and in equity, including the right to exercise the Power of Termination and the right to the return of the TUSD Property to the City. 2.3 Federal Deed. The quitclaim deed from the Government conveying the City Property to GRANTOR was recorded prior to the recordation of this Deed. In its transfer of the City Property to GRANTOR, the Government identified certain building(s) or portions of 1107626.1/BAW&G/185189 FINAL building(s) as being located on the TUSD Property. GRANTOR has no knowledge regarding the accuracy of such information. Additionally, in its transfer of the City Property to GRANTOR, the Government identified certain building(s) or portions of building(s) as having, presumed to have, or requiring surveys for, friable and non -friable asbestos containing materials and lead based paint, and the presence of certain contaminants and hazardous materials. GRANTOR has no knowledge regarding the accuracy of such information and makes no warranties regarding the condition of the building(s) on the TUSD Property, if any. GRANTOR makes no warranties regarding the environmental conditions on the TUSD Property and has no knowledge regarding the accuracy or adequacy of the Government's remediation of the TUSD Property as provided in the deed conveying the TUSD Property to GRANTOR, and except as otherwise provided in the Site Conveyance Agreement, GRANTOR has taken no steps to abate any such conditions. The italicized information below is copied verbatim (except as discussed below) from the Federal Deed conveying the City Property to GRANTOR. To the extent applicable to the TUSD Property conveyed hereunder, by acceptance of this Deed GRANTEE hereby acknowledges and assumes all responsibilities placed upon GRANTOR under the terms of the aforesaid Federal Deed to GRANTOR. Within the italicized information only, the term "GRANTOR" shall mean the Government, and the term "GRANTEE" shall mean the City of Tustin; to avoid confusion, the words "Government" have been added in parenthesis after the word "GRANTOR", and "City of Tustin" has been added in parenthesis after the word "GRANTEE". Quitclaim Deed G and Environmental Restriction Pursuant to Civil Code Section 1471 2.4 Asbestos Containing Material 2.4.1. GRANTEE (City of Tustin) is hereby informed and does hereby acknowledge that hazardous materials in the form of asbestos or asbestos - containing materials ("ACM) have been found and are otherwise presumed to exist in buildings and structures on the Property. The EBS and FOST disclose the presence of known asbestos or ACM hazards in such buildings and structures on the Property. 2.4.2. GRANTEE (City of Tustin) covenants, on behalf of itself, its successors and assigns, as a covenant running with the land, that it will prohibit occupancy and use of buildings and structures, or portions thereof, containing known asbestos or ACM hazards prior to abatement of such hazards. In connection with its use and occupancy of the Property, including, but not limited to, demolition of buildings and structures containing asbestos or ACM, it will comply with all applicable federal, state and local laws relating to asbestos and ACM. 2.4.3 An ACMsurvey has not been conducted for Buildings/Structures 562, 569, 584, 590, 592, 597, and 607 on Parcel 1-G-1. GRANTEE (City of Tustin) shall prohibit occupancy and use of those buildings and structures and portions thereof until ACM surveys have been conducted by GRANTEE (City of Tustin) or its successors and assigns, and any necessary abatement required under applicable federal, state and local laws relating to asbestos and ACM has been completed by GRANTEE (City of Tustin) or its successors and assigns. 1107626.1BAW&G/185189 FINAL 2.4.4. The GRANTOR (Government) shall provide a notice of release, in recordable form, to the GRANTEE (City of Tustin) at such time as demolition of the buildings on the Property containing -4 CM has been completed and the appropriate government regulatory agency(s) have confirmed in writing to the GRANTEE (City of Tustin) that ACM has been removed from the buildings and any necessary soil remediation has been conducted in accordance with all applicable federal, state, and local laws and regulations. This notice of release shall be deemed to remove all notices and restrictions relating to ACMfrom the Property. The GRANTOR (Government) shall have no obligation under this subparagraph for the demolition of buildings or the removal ofACMor soil remediation related to such demolition or removal action. 2.5 Lead Based Paint (LBP). 2.5.1. The Property may include improvements that are presumed to contain LBP because they are thought to have been constructed prior to 1978. Building 182 is restricted from residential use and children are not allowed to occupy the building. When Building 182 is demolished, the GRANTEE (City of Tustin) or its successors and assigns, will be required to demolish the building in accordance with applicable laws and conduct post -demolition sampling and abatement of any soil -lead hazards related to the demolition prior to occupation of any newly constructed buildings. Lead from paint, paint chips, and dust can pose health hazards if not managed properly. Pursuant to 40 CFR Section 745.113 the following notice is provided, "Every purchaser of any interest in residential real property on which a residential dwelling was built prior to 1978 is notified that such property may present exposure to lead from lead-based paint that may place young children at risk of developing lead poisoning. Lead poisoning in young children may produce permanent neurological damage, including learning disabilities, reduced intelligence quotient, behavioral problems, and impaired memory. Lead poisoning also poses a particular risk to pregnant women. The seller of any interest in residential real property is required to provide the buyer with any information on lead-based paint hazards from risk assessments or inspections in the seller's possession and notify the buyer of any known lead-based paint hazards. A risk assessment or inspection for possible lead-based paint hazards is recommended prior to purchase. " 2.5.2. The GRANTEE (City of Tustin) hereby acknowledges the required disclosure of the presence of any known LBP and/or LBP hazards in target housing constructed prior to 1978 in accordance with the Residential Lead -Based Paint Hazard Reduction Act of 1992, 42 US. C. Section 4852d (Title A). The GRANTEE (City of Tustin) acknowledges the receipt of available records and reports pertaining to LBP and/or LBP hazards and receipt of the Environmental Protection Agency (EPA) approved pamphlet "Protect Your Family from Lead in Your Home " (EPA 747-K-94-001). Furthermore, the GRANTEE acknowledges that it has read and understood the EPA pamphlet. 2.5.3. The GRANTEE (City of Tustin) covenants and agrees that, in any improvements on the Property defined as target housing by Title X and constructed prior to 1978, LBP hazards will be disclosed to potential occupants in accordance with Title X before use of such improvements as a residential dwelling (as defined in Title Aq. Further, the GRANTEE (City of Tustin) 1107626.1BAW&G/185189 FINAL covenants and agrees that LBP hazards in target housing will be abated in accordance with Title X before use and occupancy as a residential dwelling. "Target housing" means any housing constructed prior to 1978, except housing for the elderly or persons with disabilities (unless any child who is less than six [61 years of age resides, or is expected to reside, in such housing) or any zero - bedroom dwelling. 2.5.4. The GRANTEE (City of Tustin) covenants and agrees that in its use and occupancy of the Property, it will comply with Title X and all applicable federal, state, and local laws relating to LBP. The GRANTEE (City of Tustin) acknowledges that the GRANTOR (Government) assumes no liability for damages for personal injury, illness, disability, or death to the GRANTEE (City of Tustin), or to any other person, including members of the general public, arising from or incident to the purchase, transportation, removal, handling, use, disposition, or other activity causing or leading to contact of any kind whatsoever with LBP on the Property, arising after the conveyance of the Propertyfrom the GRANTOR (Government) to the GRANTEE (City of Tustin), whether the GRANTEE has properly warned, or failed to properly warn, the persons injured. 2.5.5. The GRANTOR (Government) shall provide a notice of release, in recordable form, to the GRANTEE (City of Tustin) at such time as demolition of the buildings on the Property containing LBP has been completed and the appropriate government regulatory agency(s) have confirmed in writing to the GRANTEE (City of Tustin) that LBP has been removed from the buildings and any necessary soil remediation has been conducted in accordance with all applicable federal, state, and local laws and regulations. This Notice of Release shall be deemed to remove all notices and restrictions relating to LBP from the Property. The GRANTOR (Government) shall have no obligation under this subparagraph for the demolition of buildings or the removal of LBP or soil remediation related to such demolition or removal action. 2.6. Notices And Covenants: 2.6.1. Notices: Hazardous Substance Notification. Pursuant to 42 U.S.C. § 9620(h)(3)(A), and the provisions of 40 C.F.R. part 373, the Grantor (Government) hereby gives notice that hazardous substances were stored for one year or more, released or disposed of on the Property. The information contained in this notice is required by regulations promulgated under Section 120(h) of the Comprehensive Environmental Response, Liability, and Compensation Act (CERCLA or "Superfund'% 42 U.S.C. § 9620(h). The Grantor (Government) has made a complete search of its f les and records concerning the Property. Based on that search, the type and quantity of such hazardous substances, the time at which such storage, release or disposal took place, to the extent such information is available, and a description of the remedial action taken, if any, is contained in Exhibit "B.,, 2.6.2. Grant of Covenant[CERCLA 42 U.S.C. Section 9620 (h)(3)(A)(ii)(I)J. The GRANTOR (Government) covenants and warrants that all remedial action necessary to protect human health and the environment with respect to any hazardous substance remaining on the Property has been taken before the date of transfer. 1107626.1/SAW&G/185189 FINAL 2.6.3. Additional Remediation Obligation [CERCLA 42 U.S.C. Section 9620 (h)(3)(A)(ii)(II)J. The GRANTOR (Government) covenants and warrants that GRANTOR (Government) shall conduct any additional remedial action found to be necessary after the date of transfer for any hazardous substance existing on the Propertyprior to the date of this Deed. This covenant shall not apply to the extent that the GRANTEE (City of Tustin) caused or contributed to any release or threatened release of any hazardous substance, pollutant, or contaminant. 2.6.4. Access [CERCLA 42 U.S. C. Section 9620 (h) (3) (A) (iii)J. In connection with GRANTOR's (Government's) covenant in 2.6.3 above and in connection with ongoing remediation on GRANTOR's (Government's) property adjacent to the Property, GRANTEE (City of Tustin) agrees on behalf of itself, its successors and assigns, as a covenant running with the land, that GRANTOR (Government), or its officers, agents, employees, contractors and subcontractors, shall have the right, upon reasonable notice to GRANTEE (City of Tustin), to enter upon the Property in any case in which a response or corrective action is found to be necessary at such property after the date of this deed, or such access is necessary to carry out a response action or corrective action on adjoining property. Neither GRANTEE (City of Tustin), nor its successors and assigns, shall have any claim on account of such entries against the United States or any of its officers, agents, employees, contractors or subcontractors. The right to enter shall include the right to conduct tests, investigations and surveys, including, where necessary, drilling, test pitting, boring and other similar activities. Such right shall also include the right to construct, operate, maintain or undertake any other response or corrective action as required or necessary, including, but not limited to monitoring wells, pumping wells, treatment facilities, and the installation of associated utilities. In exercising these rights of access, except in case of imminent and substantial endangerment to human health or the environment, the GRANTOR (Government) (1) shall give the GRANTEE (City of Tustin) reasonable notice of any action to be taken related to such remedial or corrective actions on the Property, and (2) make reasonable efforts to minimize interference with the on-going use of the Property. Furthermore, the GRANTOR (Government) and GRANTEE (City of Tustin) agree to cooperate in good faith to minimize any conflict between the necessary environmental investigation and remediation activities and the GRANTEE's (City of Tustin's) use of the Property. Any inspection, survey, investigation or other response, corrective or remedial action undertaken by GRANTOR (Government) will, to the maximum extent practical, be coordinated with representatives designated by the GRANTEE (City Of Tustin). In connection with GRANTOR's (Government's) remedial actions described above, GRANTEE (City of Tustin) agrees on behalf of itself, its successors and assigns, as a covenant running with the land, to comply with the provisions of any health or safetyplan in effect during the course of any such action. 2.7. Environmental Restriction. 2.7.1. The following environmental covenants, conditions, and restrictions (hereinafter "environmental restrictions') regarding the use of the Property have been determined by the GRANTOR (Government) to be reasonably necessary to protect present or future human health or safety or the environment 1107626.1/BAW&G/185189 FINAL as provided by CERCLA and California Civil Code Section 1471. The environmental restrictions made and accepted herein by GRANTEE (City of Tustin) shall be for the benefit of and enforceable by the GRANTOR (Government) herein as provided under Civil Code Section 1471 and applicable Federal statutes and regulations, shall run with the land, and shall be binding on the GRANTEE (City of Tustin), its successors and assigns. GRANTOR (Government) has installed monitoring and pumping wells, together with associated monitoring and other equipment on the Property. The approximate location of those wells and associated equipment is shown on Exhibit "C. " GRANTEE (City of Tustin), its successors and assigns, shall not alter, disturb or remove said wells or equipment without the prior written approval of GRANTOR (Government), United States Environmental Protection Agency, California Department of Toxic Substance Control, and Regional Water Quality Board, Santa Ana Region (collectively "Cognizant Regulatory Agencies "). 2.7.2. These environmental restrictions may be released at such time as the GRANTOR (Government) and the Cognizant Regulatory Agencies have determined that the restricted Property is protective of present or future human health or safety of the environment for the use that was formerly prohibited. Upon receipt of such written confirmation, the GRANTOR (Government) shall deliver to the GRANTEE (City of Tustin) in recordable form, a release (the "Release ") relating specifically to the environmental use restrictions set forth in this deed. The execution of the Release by the GRANTOR (Government) shall remove all notices and restrictions relating to the remedy addressed by the restrictions from the title to the Property. 2.8. Indemnification Regarding Transferees. The GRANTOR (Government) hereby recognizes its obligations under Section 330 of the National Defense Authorization Act of 1993 (Pub. L. 102-484), as amended, regarding indemnification of transferees of closing Department of Defense property. 2.9. Non Discrimination. GRANTEE (City of Tustin) covenants for itself, its successors and assigns, that it will comply with all applicable provisions of the Civil Rights Act of 1964, section 504 of the Rehabilitation Act of 1973, and the Age Discrimination in Employment Act of 1975 in the use, occupancy, sale or lease of the Property. The foregoing shall not be construed to prohibit the operation of federal or state approved programs focusing on the special needs of the homeless, veterans, victims of domestic violence and other classes ofpersons at risk; nor shall it be construed to prohibit employment practices not otherwise prohibited bylaw. The GRANTOR (Government) shall be deemed a beneficiary of this covenant without regard to whether it remains the owner of any land or interest therein in the locality of the Property hereby conveyed and shall have the sole right to enforce this covenant in any court of competent jurisdiction. 3. NO HAZARD TO AIR NAVIGATION: GRANTEE (City of Tustin) covenants for itself, its successors and assigns, that in connection with any construction or alteration on the Property, it will obtain a determination of no hazard to air navigation from the Federal Aviation Administration in accordance with Title 14, Code of Federal Regulations, part 77, entitled "Objects Affecting Navigable Airspace, " or under the authority of the Federal Aviation Act of 1958, as amended. 1107626.1/BAW&G/185189 FINAL 2.4 Conditions of Government Shall Run With The Land. The responsibilities and obligations placed upon the TUSD Property by the Government and the terms of this Deed shall run with the land and be binding on GRANTEE and its successors and assigns, unless, with respect to the responsibilities or obligations placed upon the TUSD Property by the Government only, such responsibilities and obligations are released pursuant to the provisions set forth in the Federal Deed. GRANTOR and its successors and assigns, respectively, shall not be liable for any breach of such responsibilities and obligations related to Hazardous Materials releases with regard to the TUSD Property occurring after transfer of ownership of the TUSD Property by GRANTOR or its successors and assigns respectively; provided, however, that each such party shall, notwithstanding such transfer, remain liable for any breach of such responsibilities and obligations to the extent caused by the fault or negligence of such party. 3. "As is, Where Is, With All Faults". The Site Conveyance Agreement imposes certain obligations upon the GRANTOR and GRANTEE with respect to providing the TUSD Property in a Construction Ready condition, as that term is defined in the Site Conveyance Agreement. In accepting this Deed, GRANTEE acknowledges that it has examined the TUSD Property and is acquiring the TUSD Property from the GRANTOR in a Construction Ready condition and in an "AS IS, WHERE IS, WITH ALL FAULTS" condition, in its present state and which provisions shall survive the close of escrow related to this transaction and do not merge with this Deed. Save and except for the covenants, representations, warranties and the duties and obligations of the City under this Deed and the I/M Agreement, including all Exhibits attached thereto, TUSD and any Person claiming by, through or under TUSD, including all successors of TUSD owning all or any portion of the TUSD Property ("Releasing Party"), hereby waives, as of the date of execution of this Deed and as of the Closing Date, its right to recover from, and fully and irrevocably releases, the City and its officers, elected officials, employees, agents, attorneys, affiliates, representatives, contractors, successors and assigns (the "Released Parties") from any and all claims relating to Hazardous Materials releases on the TUSD Property, that TUSD may now have or hereafter suffer or acquire for any costs, losses, liabilities, damages, expenses, demands, actions or causes of action: (a) arising from any information or documentation supplied by any of the Released Parties; (b) arising from any condition of the TUSD Property, known or unknown by any Releasing Parties; (c) arising from the existence, release, threatened release, presence, storage, treatment, transportation or disposal of any Hazardous Materials at any time on, in, under, from, about or adjacent to the TUSD Property or any portion thereof; or (d) by any governmental authority or any other third party arising from or related to any actual, threatened, or suspected release of a Hazardous Material on, in, under, from, about, or adjacent to the TUSD Property, or any portion thereof, including any investigation or remediation at or about the TUSD Property; provided, however, that the foregoing release shall not apply to the extent that any Claim is the result of the willful misconduct or fraud of the City or its officers, employees, representatives, agents or consultants or to releases of Hazardous Materials released during the period in which City was in possession of the TUSD Property. This release includes Claims of which TUSD is presently unaware or which TUSD does not presently suspect to exist which, if known by TUSD, would materially affect TUSD`s release to the Released Parties. TUSD specifically waives the provision of California Civil Code Section 1542 which provides as follows: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 1107626.1/BAW&G/185189 FINAL 4. Notices. All notices, consents, demands, requests and other communications a party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set for below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty eight (48) hours from the time of mailing if mailed as provided in this Section: If to GRANTOR: City of Tustin 300 Centennial Way Tustin, California 92780 Attn: City Manager With a copy to: David Kendig City Attorney 555 Anton Boulevard Suite 1200 Costa Mesa, CA 92626 If to GRANTEE: Tustin Unified School District 300 C Street Tustin, California 92780 Attn: Superintendent With a copy to: Wendy Wiles, Esquire Bowie, Arneson, Wiles & Giannone 4920 Campus Drive Newport Beach, CA 92260 IN WITNESS WHEREOF, GRANTOR has caused its name to be signed to this Quitclaim Deed on the day first above written. CITY OF TUSTIN LIM Dated: Attest: Erica Rabe Deputy City Clerk Approved as to Form: David E. Kendig City Attorney Jeffrey C. Parker City Manager 1107626.1BAW&G/185189 FINAL CERTIFICATE OF ACCEPTANCE Pursuant to California Government Code § 27281, this is to certify that the interest in real property conveyed by the attached Grant Deed dated , 2015, from the City of Tustin is hereby accepted by the undersigned officer on behalf of the Tustin Unified School.District ("Grantee") pursuant to authority conferred by the Board of Education ("Board") on , 2015 and the Board consents to the recording thereof by its duly authorized officer. Grantee By: Name: Title: l 107626.1BAW&G/185189 FINAL ACKNOWLEDGEMENT 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 ORANGE } On , 2015, before me, , Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature 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 (seal) 1107626.IBAW&G/185189 FINAL ACKNOWLEDGEMENT 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 ORANGE ) On , 2015, before me, , Notary Public, personally appeared, who proved to me on the basis of satisfactory evidence to be the person(s) whose name is subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity, and that by his/her/their signature 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 (seal) 1107626.1/BAW&G/185189 FINAL