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2006/06/13 City Council Resolution (9)RESOLUTION NO. 2006 -157 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK AUTHORIZING AND APPROVING PARCEL MAP NO. 176 AND AN IMPROVEMENT AGREEMENT WITH CPX ROHNERT GATEWAY OPAG, LLC FOR REQUIRED IMPROVEMENTS, 6258 Redwood Drive (APN143- 391 -012) WHEREAS, January 12, 2006 the City Subdivision Committee met and conditionally approved Tentative Parcel Map No. 176; WHEREAS, Parcel Map No. 176 has been processed in accordance with Section 66428 of the Subdivision Map Act and Chapter 16.10 of the Rohnert Park Municipal Code; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert Park that it does hereby approve and authorize as follows; 1. Parcel Map No. 176 is hereby approved and the City Clerk is authorized to accept the offers of dedication for public use as shown on the map. 2. The Improvement Agreement by and between CPX ROHNERT GATEWAY OPAG, LLC, a California Limited Liability Corporation, and the City of Rohnert Park, a municipal corporation is hereby approved, for Parcel Map No. 176, located at 6258 Redwood Drive. BE IT FURTHER RESOLVED that the City Manager is hereby authorized and directed to execute this improvement agreement in substantially similar form to the attached agreement for and on behalf of the City of Rohnert Park. DULY AND REGULARLY ADOPTED this 13"' date of June, 2006. CITY OF ROHNERT ATTEST: a, "-et R City Clerk 1)atL5� � - - BREEZE: AYE FLORES: AYE MACK.ENZIE: AYE 'VIDAK- MAR'TINEZ: AYE SMITH: AYE AYES: (5) NOES: (o) ABSENT: (o) ABSTAIN: (o) JH- S:05 -f RECORDING REQUES'rED BY ) AND WHEN RECORDED MAIL TO: ) ) City of Rohnert Park ) 6750 Commerce Boulevard ) Rohnert Park, California 94928 -2486 ) Attention: City Clerk ) (Space Above This Line for Recorder's Use Only) Exempt from recording fee per Gov. Code § 27383. IMPROVEMENT AGREEMENT CITY OF ROHNERT PARK PARCEL MAP NO. 176 SUBDIVISION THIS IMPROVEMENT AGREEMENT (the "Agreement ") is made and entered into on this 13th day of furie, 2006 (the "Effective Date ") by and between CPX_Rohnert Gateway OPAG� LLC ( "Developer "), and the CITY OF ROHNERT PARK, a California municipal corporation ( "City ") RECITALS A. On January 12, 2006, the Subdivision Committee of the City of Rohnert Park approved the tentative map for the Hampton Inn and Suites Subdivision, prepared by Adobe Associates, Inc. and dated November 2, 2005 (the "Tentative Map "), subject to certain conditions of approval (the "Conditions "). B. The Conditions require either (1) that certain improvements (the "Improvements ") be constructed prior to approval of the final map, or (2) that Developer enter into an agreement with the City providing for the future construction of such Improvements. C. Developer has applied to City for final map approval without having completed the required Improvements and therefore will enter into an agreement with the City providing for the future construction and installation of the Improvements, as required by Government Code section 66462(a)(1). D. Developer has submitted plans, specifications and drawings for the improvements prepared by Adobe Associates, Inc. and landscaping plans prepared by Resourse Design Landscape Architects (hereinafter collectively referred to as the "Improvement Plans "), which Improvement Plans have been approved by the City Engineer. E. City and Developer desire to enter an agreement providing for the construction and installation of the Improvements in accordance with the Improvement Plans. AGREEMENT NOW, THEREFORE, in consideration of the faithful performance of the terms and conditions set forth in this Agreement, the parties hereto agree as follows: 1. Pose. The purpose of this Agreement is to guarantee completion of the Improvements and ensure satisfactory performance by Developer of Developer's obligations to satisfy the Conditions. 2. Property Subject to Agreement. The property which is the subject of this Agreement is located in the City of Rohnert Park, Sonoma County, California, and is described 873636v180078/0012 as Lot 1 on that certain Parcel Map No. 81 filed for record on April 22, 1982 in Book 333 of Maps at Pages 16 through 17, in the Sonoma County Records (the 'Property "). 3. Duty to Install Improvements. Developer will construct, install and complete, or cause to be constructed, installed and completed, at the Developer's sole cost and expense, the Improvements, in accordance with the Improvement Plans (defined in Recital D. above) and to the satisfaction of the City Engineer, in his reasonable discretion. Developer will also supply all labor and materials therefor, all in strict accordance with the terms and conditions of this Agreement. The construction, installation and completion of the Improvements and all labor and materials furnished in connection therewith are hereinafter referred to collectively as the "Work." 4. Completion Date. Developer will complete the Work within one year of the Effective Date. All Work will be completed m a good and workmanlike manner✓in accordance with accepted design and construction practices. This completion date may be extended by the City in its sole and absolute discretion at the request of Developer, which request shall be accompanied by a written assurance acceptable to the City Attorney that the securities required by Section 13 shall remain enforceable throughout the term of the extension. 5. Estimated Cost of Work. T11e estimated cost of the Work is Dollars ($_ _ ). 6. Modifications to the Plans. Approval of this Agreement by City does not release Developer of its responsibility to correct mistakes, errors or omissions in the Improvement Plans. If, at any time, in the opinion of the City Engineer, m his reasonable discretion, the Improvement Plans are deemed inadequate in any respect Developer agrees to make such modifications, changes or revisions as necessary it order to complete the Work in a good and workmanlike manner in accordance with accepted design and construction standards. 7. Repairs. Developer agrees to repair or have repaired in a timely manner at its sole cost and expense all public roads, streets, or other public or private property damaged as a result of or incidental to the Work or in connection with the development of the Property or to pay to the property owner of any damaged road, street or property the full cost of such repair. In addition, Developer shall obtain the written acceptance of such repair or payment from any owner whose private property was repaired by Developer or to whom Developer has paid the full cost of such repair in accordance with this Section 7. City shall be under no obligation whatsoever to accept the Work completed under this Agreement until such time as all repairs have been completed or have been paid for and written acceptances have been provided to the City Engineer, except as otherwise provided in section 12.1. 8. Foreman or Superintendent. Developer shall give personal attention to the Work. A competent foreman or superintendent, satisfactory to the City Engineer, in his reasonable discretion, with authority to act for and on behalf of Developer, shall be named in writing by Developer prior to commencement of the Work, shall be present on the Property during the performance of the Work and may not be changed without the advance notification to and satisfaction and concurrence of the City Engineer. 9. Examination of Work. All of the Work shall be performed to the satisfaction of the City Engineer, in his reasonable discretion. The City and its authorized agents shall, at all times during the performance of the Work, have free access to the Work and shall be allowed to examine the Work and all materials used and to be used in the Work. 10. City's Inspection, Administration and Testing Costs. Developer shall pay to City the actual cost for all inspection, administration and testing services furnished by City in connection with this Agreement, including those performed by consultants under contract with the City (the "City Costs "). City agrees not to double charge Developer (through the imposition of both a processing fee and a consultant charge) for any individual monitoring, inspection, 873636v1 80078/0012 testing or evaluation service. In addition, City agrees to limit its use of outside consultants to those reasonably necessary or desirable, as determined by the City Manager or his designee in his reasonable discretion, to accomplish the requisite inspection, administration and monitoring. The estimated cost for the inspection, administration and testing services is One and one half percent of the estimated cost of work as stated in number 5 above (the "Estimated Cost "). Concurrently with the execution of this Agreement, Developer shall deposit an amount equal to the Estimated Cost with City for the payment of the City Costs. In the event that the Estimated Cost is insufficient to cover the actual City Costs incurred, Developer shall, upon notice in writing by the City Engineer, deposit such additional amount as may be required to pay the City Costs. An amount of the Estimated Cost, initial deposit or additional amounts deposited remaining after payment of all City Costs will be returned to Developer. City may, at its discretion, deposit such funds in an interest- bearing account and retain any and all interest earned. 11. Completion of Work. After Developer (a) completes the Work in accordance with the Improvement Plans and the terms and conditions of this Agreement, (b) repairs any road, street, or private or public property damaged as a result of the Work or pays the full cost of such repair to the owner whose property was damaged and (c) obtains the written acceptance of such repair or payment from any owner whose private property was repaired by Developer or to whom Developer paid the full cost of such repair, Developer will provide City with a written notice of completion, together with copies of all written acceptances. 12. Final Acceptance. 12.1 Notice of Completion. Within sixty (60) days of receipt of Developer's written notification pursuant to Section 11 above, City Engineer shall inspect the Work and repairs and review the written acceptances, if any, and send Developer a written notice stating whether the Work and repair are complete to the satisfaction of the City Engineer, in his reasonable discretion, and whether the written acceptances have been provided. If the Work and repair are, in the opinion of the City Engineer, not complete and satisfactory, and /or written acceptances have not been provided, the City Engineer will list the deficiencies that must be corrected to find the Work and repair complete and satisfactory. Upon satisfactory completion of the Work and repair and submittal of written acceptances, the City Engineer will send Developer a written notice of satisfactory completion. The requirement for written acceptances may be waived by the City Engineer, in his reasonable discretion, if Developer has made commercially reasonable efforts to obtain such acceptances. City Engineer's failure to respond to Developer's written notification within sixty (60) days will not be deemed a breach or default under this Agreement. 12.2 Acceptance of Improvements. After sending Developer a written notice of satisfactory completion pursuant to Section 12.1, the City Engineer will recommend acceptance of the Improvements to the City Council. In conjunction with such recommendation, the City Engineer will recommend the acceptance of the offers of dedication shown on the final map for the Property. The acceptance of the Improvements, offers of dedication and right -of -way and easements, if any, shall be by resolution. Upon adoption of such resolution, the City Engineer shall record a notice, in a form to be approved by the City Attorney, in the Official Records of Sonoma County. 13. Reversion to Acreage. If Developer fails to perform its obligations under this Agreement, Developer consents to the reversion to acreage of the land which is subject to this Agreement pursuant to Government Code section 66499.16 and to bear all applicable costs. 14. Property Acquisition. If Developer is unable to acquire property required for the construction of required improvements, Developer agrees to execute a contract for real property acquisition to provide for acquisition through eminent domain. 873636v1 80078/0012 15. Performance, and Materials and Warranty. _ Securit . In accordance with Sections 16.16.060 through 16.16.070 of the Rohnert Park Municipal Code, Developer will furnish and deliver to City, within the times set forth below, the following surety bonds, each of which must be issued by a surety company duly and regularly authorized to do general surety business in the State of California, or such other surety as may be acceptable to the City Attorney. 15.1 Performance Bond. Developer shall furnish and deliver a performance surety bond in the amount of 100% of the estimated cost as defined in paragraph number 5 above Dollars ($ ), concurrently with the execution of this Agreement, which bond must meet the requirements of Government Code Section 66499.1 and Rohnert Park Municipal Code Section 16.16.070 and be acceptable to the City Attorney. The bond shall be conditioned upon the faithful performance of this Agreement with respect to the Work and shall be released by the City upon final acceptance of the Improvements as described in Section 12.2 and Developer's delivery of the Warranty Bond described in Section 13.3. 15.2 Labor and Material s Bond. Developer shall furnish and deliver a labor and materials surety bond in the amount of 100% of the estimated cost as defined in paragraph number 5 above Dollars ($ ), concurrently with the execution : -)f this Agreement, which bond must meet the requirements of Government Code Section 66499.2 and Rohnert Park Municipal Code Section 16.16.070 and be acceptable to the City Attorney. The bond shall secure payment to the contractor(s) and subcontractor(s) performing the Work and to all persons furnishing labor, materials or v,lui merit to them. The City shall retain each bond until both (i) the City accepts the Work in accordance with Section 12 above and (ii) the statute of limitations to file an action under Civil Code section 3114 et seq. has expired. After said date, the bond may be reduced by the City Engineer to an amount not less than the total amount claimed by ah claimants for whom claims of lien have been recorded and notice given in writing to the City Council. The balance of the bond shall be retained until the final settlement of all such claims and obligations. If no such claims have been recorded, the bond shall be released in full by the City Engineer. 15.3. Warrantv Bond. Developer shall furnish and deliver a warranty bond in the amount of I5 /6 of the estimated cost as defined in paragr aph number 5 above Dollars ($ ) upon acceptance of the Improvements and prior to release of the Performance Bond. The bond shall be in a form acceptable to the City Attorney and shall guarantee and warranty the Work for a period of one (1) year following the completion and acceptance thereof against any defective work or labor done, or defective materials furnished. 16. Additional Security. If either upon execution of this Agreement or during the course of performance the City considers that it is necessary to have Developer post additional security, the City may require either a cash deposit or a surety bond guaranteeing erformance in a form and signed by sureties satisfactory to it. The condition of the security shall be that if Developer fails to perform its obligation under this Agreement, the City may in the case of a cash bond act for it using the proceeds or in the case of a surety bond require the sureties to perform the obligations of the Agreement. 17. No Waiver by City. inspecting of the work and /or materials, or approval of work and /or materials, or a statement by an officer, agent or employee of the City indicating the work complies with this Agreement, or acceptance of all or any portion of the work and /or materials, or payments thereof, or any combination of all of these acts shall not relieve Developer or its obligation to fulfill this Agreement; nor is the City by these acts prohibited from bringing an action for damages arising from the failure to comply with this Agreement. 873636v1 80078/0012 18. Warranty Periods Repair and Reconstruction. Without limiting the foregoing, Developer expressly warrants and guarantees all work performed under this Agreement and all materials used in the Work for a period of two (2) years after final acceptance in accordance with Section 12. If, within this two (2) year period, any Improvement or part of any Improvement installed or constructed, or caused to be installed or constructed by Developer, or any of the work done under this Agreement, fails to fulfill any of the requirements of the Improvement Plans or this Agreement, Developer shall, without delay and without cost to City, repair, replace or reconstruct any defective or otherwise unsatisfactory part or parts of the Work or Improvement to the satisfaction of the City Engineer. Should Developer fail to act promptly or in accordance with this requirement, or should the exigencies of the situation require repairs, replacements or reconstruction to be made before Developer can be notified, City may, at its option, make the necessary repairs, replacements or perform the necessary reconstruction and Developer shall pay to the City upon demand the actual cost of such repairs, replacements or reconstruction. 19. Erosion Control. Pursuant to Rohnert Park Municipal Code Chapter 15.52, Developer shall be responsible for the control of erosion on the Property and shall prevent its entry into the storm drainage system. 20. Developer Not Agent of City. Neither Developer nor Developer's contractors, subcontractors, agents, officers, or employees are agents or employees of City and the Developer's relationship to the City, if any, arising lerefrom is strictly that of an independent contractor. 21. Indemnification. Developer agrees to indemnify, defend and hold the City, its elective and appointed boards, commissions, officers, agents, employees and consultants, harmless from and against any and all claims, liabilities, Iosses, damages or injuries of any kind (collectively, "Claims ") arising out of Developer's, or Developer's contractors', subcontractors', agents' or employees', acts, omissions, or operations under this Agreement, including, but not limited to, the performance of the Work, whether such acts, omissions, or operations are by Developer or any of Developer's contractors, subcontractors, agents or employees. The aforementioned indemnity shall apply regardless of whether or not City has prepared, supplied or approved plans and /or specifications for the Work or Improvements and regardless of whether any insurance required under this Agreement is applicable to any Claims. The City does not and shall not waive any of its rights under this indemnity provision because of its acceptance of the bonds or insurance required under the provisions of this Agreement. 22. Insurance. Developer shall maintain Comprehensive Liability Insurance protecting the City from incidents as to bodily injury liability and property damage liability that may occur as a result of the Work and additional repairs. Developer shall provide a'certificate of insurance to City before any Work commences. The insurance policy shall contain, or be endorsed to contain, the following provisions: (1) The City, its officers, officials, employees, consultants and agents are to be covered as additional insureds as respects liability arising out of activities performed by or on behalf of Developer. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers,.officials, employees, consultants and agents. (2) The amounts of public liability and property damage coverage shall not be less than $2,000,000 (Two Million Dollars) per occurrence for bodily injury, personal injury and property damage. (3) The insurance shall be maintained in full force until the work has been completed to the satisfaction of the City Engineer. 8736360 80078/0012 (4) The insurance policy shall provide for 30 days notice of cancellation to the City. The policy shall not be cancelled earlier than nor the amount of coverage be reduced earlier than 30 days after the City receives notice from the insurer of the intent of cancellation or reduction. (5) Any failure to comply with the reporting provisions of the policy shall not affect the coverage provided to the City, its officers, officials, employees, consultants and agents. (6) Developer's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, consultants and agents. Any insurance or self - insurance maintained by the City, its officers, officials, employees, consultants or agents shall be in excess of Developer's insurance and shall not contribute to it. (7) The Developer shall furnish City with certificates and original endorsements effecting the required coverage prior to execution of this Agreement by City. The endorsements shall be on forms provided by City. ? < thf event drat Developer's insurance is cancelled, Developer shall provide replacement coverage or all work must cease as of the cancellation date until replacement insurance coverage is provided. 23. Workers' Compensation Insurance. Developer shall provide, or cause to be provided, Workers' Compensation insurance as required by law, and shall cause its contractors and their subcontractors, agents and representatives to also maintain Workers' Compensation insurance as required by law. No Work shall commence until such Workers' Compensation insurance is obtained and in full force and effect. 24. Compliance with Laws. Developer shall fully comply with all federal, state and local laws, ordinances and regulations in the performance of this Agreement. Developer shall, at its own cost and expense, obtain all necessary permits and licenses for the Work, give all necessary notices, pay all fees and taxes required by law and make any and all deposits legally required by those public utilities that will serve the development on the Property. Copies and /or proof of payment of said permits, licenses, notices, fee and tax payments and deposits shall be furnished to the City Engineer upon request. 25. Encroachment Permits. Developer shall obtain, at its sole cost and expense, any encroachment permits required by the City in order to perform the Work. 26. Payments. Developer agrees that it will pay, when due, all those furnishing labor or materials in connection with the Work. Developer further agrees that pursuant to Government Code section 66499.7, the Labor and Materials Bond provided by Developer in accordance with Section 13.2 of this Agreement shall not be released if any mechanics liens or stop notices are outstanding, unless said liens are released by bond in compliance with Civil Code section 3143. 27. Notice of Breach and Default. The occurrence of any of the following constitutes a breach and default of this Agreement: (1) Developer refuses or fails to complete the Work within the time set forth herein or abandons the Work. (2) Developer assigns the Agreement without the prior written consent of City. 873636v1 80078/0012 (3) Developer is ad)udged bankrupt or makes a general assignment for the benefit of creditors, or a receiver is appointed in the event of Developer's insolvency. (4) Developer or Developer's contractors, subcontractors, agents or employees, fail to comply with any terms or conditions of this Agreement. (5) Any delay in the construction of any portion of the Work or repairs, which in the reasonable opinion of the City Engineer, endangers public or private property. The City may serve written notice of breach and default upon Developer and the financial institution holding the bonds. 28. Breach of Agreement; _ Performance by-City. If the City gives Developer notice, under Section 23, of breach and default of this Agreement, the City may proceed to complete the Work by contract or other method the City considers advisable, at the sole expense of Developer. Developer, immediately upon demand, shall pay the costs and charges related to the Work and any subsequent repairs. City, without liability for doing so, may take possession of and utilize in completing the Work and repairs, if any, such materials and other property belonging to Developer as may be on or about the Property and necessary for completion of the work. In the event of default, the financial institution holding the bonds shall be liable to City to pay the face amount of the bonds, as specified under Section 13. 29. Remedies. City may bring legal action to compel performance of this Agreement and recover the costs of completing the Work and /or repairs, if any, including City's administrative and legal costs. Developer agrees that if legal action is brought by City under this section of the Agreement, Developer shall pay all of the costs of suit, reasonable attorney fees, arbitration costs and such other costs as may be determined by the court or arbitrator. No failure on the part of City to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that City may have hereunder. 30. Final Drawings. Upon completion of the Work and prior to final acceptance, Developer shall deliver to City a set of "as- built" drawings. These drawings shall be in a form acceptable to the City Engineer, shall be certified as being "as- built" and shall reflect the Work as actually constructed, with any and all changes incorporated therein. Said drawings shall be signed and sealed as accurate by the engineer of record. 31. Attorney Fees. Should any legal action or arbitration be brought by either party because of breach of this Agreement or to enforce any provision of this Agreement, the prevailing party shall be entitled to all costs of suit, reasonable attorney fees, arbitration costs and such other costs as may be determined by the court or arbitrator. 32. Notices. Formal written notices, demands, correspondence and communications between City and Developer shall be sufficiently given if: (a) personally delivered; or (b) dispatched by next day delivery by a reputable carrier such as Federal Express to the offices of City and Developer indicated below, provided that a receipt for delivery is provided; or (c) if dispatched by first class mail, postage prepaid, to the offices of City and Developer indicated below. Such written notices, demands, correspondence and communications may be sent in the same manner to such persons and addresses as either party may from time -to -time designate by next day delivery or by mail as provided in this section. City: City of Rohnert Park 6750 Commerce Boulevard Rohnert Park, CA 94928 Attn: City Manager . 873636v1 80078/0012 with a copy to: City of Rohnert Park 6750 Commerce Boulevard Rohnert Park, CA 94928 Attn: City Attorney Developer: Corporex Select Service Hotels, LLC 899 Pine Street, Suite 510 San Francisco, CA 94108 Attention: Charles A. Smith 415- 981- 9073, 415- 981- 9075fax with a copy to: Attn: General Counsel Notices delivered by deposit in the United States mail as provided above shall be deemed to have been served two (2) business days after the date of deposit if addressed to an address within the State of California, and three (3) business days if addressed to an address within the United States but outside the State of California. 33. Transfers; Assignments. Developer may assign its obligations under this Agrees cnt to successor owner(s) of the Site with the prior written approval of the City. In connection with any such assignment, Developer and its assignee shall execute and deliver to City a writen assignment and assumption agreement in a form acceptable to the City Attorney. 34. Binding Upon Heirs, Successors annddAssigns. The terms, covenants and conditions of this Agreement shall be binding upon all heirs, successors and assigns of the parties hereto; provided, however, that this Agreement shall not be binding upon a purchaser or transferee of any portion of the Property unless this Agreement has been assigned pursuant to Section 29, in which event this Agreement shall remain binding upon Developer. 35. Headings. Section headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants or conditions contained in this Agreement. 36. Severability. If any provision of this Agreement is held, to any extent, invalid, the remainder of this Agreement shall not be affected, except as necessarily required by the invalid provision, and shall remain in full force and effect. 37. Entire Agreement. The terms and conditions of this Agreement constitutes the entire agreement between City and Developer with respect to the matters addressed in this Agreement. This Agreement may not be altered, amended or modified without the written consent of both parties hereto. 38. Governing Law; Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of California, without reference to choice of law provisions. Any legal actions under this Agreement shall be brought only in the Superior Court of the County of Sonoma, State of California. 39. Authority. Each party executing this Agreement on behalf of a party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind and if such party is a partnership, corporation or trustee, that such partnership, corporation or trustee has full right and authority to enter into this Agreement and perform all of its obligations hereunder. 873636v1 80078/0012 40: Time is of the Essence. Time is of the essence of this Agreement and of each and every term and condition hereof. 41. Runs with the Land; Recordation. This Agreement pertains to and shall rum with the Property. Upon execution, this Agreement shall be recorded in the Official Records of Sonoma County. IN WITNESS WHEREOF, City and Developer have executed this Agreement as of the Effective Date. Dated: ATTEST: City Clerk APPROVED AS TO FORM: City Attorney Dated: 873636v1 80078/0012 "CITY" CITY OF ROHNERT PARK, a California municipal corporation By: City Manager, Stephen R. Donley Per Reso. Nom 2006 -157 adopted by the City Council on 6/13/06. "DEVELOPER" a California By: a California limited liability its Manager By: — Its: STATE OF CALIFORNIA } ) SS. COUNTY OF SONOMA ) On this day of 2005, before me, the undersigned Notary Public, personally appeared proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument, and acknowledged that he /she executed the same in his /her authorized capacity, and that by his /her signature on the instrument, the entity upon behalf of which the person acted executed the instrument. WITNESS my hand and official seal. Notary 873636v1 80078/0012 Hin eb ough Creel FY,,aR.,d ood Une cel l 0 Parcel3 Parcel 2 O W T I 1 I Q ,U Q Q L