Loading...
HomeMy WebLinkAbout#13 TDPUD and Truckee Donner Rec and Park AGENDA ITEM #13 Public Utility District m MEETING DATE: November 6, 2024 TO: Board of Directors FROM: Brian Wright, General Manager SUBJECT: Consideration of Approving a Three-Party Hold Harmless Agreement with the Town of Truckee and Truckee-Donner Rec and Park District. APPROVED BY: Brian C. Wright, General Manager RECOMMENDATION: A. Approve the Hold Harmless and Property Use/Maintenance Agreement for Sidewalk Constructed In and Adjacent to the Town of Truckee Right-of-Way by and between the Town of Truckee, Truckee Donner Recreation and Park District and Truckee Donner Public Utility District in substantially the form presented; B. Authorize the General Manager to sign and deliver the Agreement only after the Town of Truckee has issued a building permit for construction of the Rocker Memorial Skatepark and construction of the Rocker Memorial Skatepark has commenced; C. If the Town of Truckee has not issued a building permit for construction of the Rocker Memorial Skatepark, and commencement of construction has not occurred by December 31, 2026, then this approval shall automatically be rescinded as of that date. BACKGROUND: The District owns multiple parcels within the Truckee River Regional Park campus which have been leased to the Truckee-Donner Rec and Park District (TDRPD) since 1966, for the operation and management of recreational use. One of the parcels is located at 10695 Brockway Road (APN# 019-450-054) and is the proposed site for the future development of the Rocker Memorial Skate Park. TDRPD has established a stakeholder group for the project in pursuit of funding and permitting. ANALYSIS AND BODY: In September 2022, a building permit application for the Rocker Memorial Skate Park was submitted to the Town of Truckee. Contained within the application for the building permits are provisions for the construction and maintenance of street frontage improvements within the Town of Truckee right-of-way. In February 2024, the Rocker Page 1 of 3 Page 32 of 153 Skate Park stakeholder group entered into a Memorandum of Understanding (MOU) with TDPRD to advance the construction of the skate park project. The Town of Truckee has conditionally approved the project. One of the Conditions of Approval (COA) for the Building Permit with the Town of Truckee is the execution of a Hold Harmless & Maintenance Agreement (HHMA). Traditionally, the HHMA would be executed by the owner of the property, which in this case would be the District. Because the skate park project will be owned and operated by the property lessee (TDPRD), the Town of Truckee has agreed to establish a three- party HHMA, whereby TDRPD assumes primary responsibility for operating, maintaining and insuring the property and its improvements, with the property owner (TDPUD) assuming secondary responsibilities for such obligations. The HHMA agreement to be executed by and between the three parties is in alignment with the District's lease agreement with TDRPD. Recognizing the skate park stakeholder group has additional COAs to satisfy as well as funding milestones established within the MOU with TDRPD, staff is recommending approval of the three party HHMA by the District subject to such approval being automatically be rescinded should the building permit not be approved and construction of the project commence by December 31, 2026. GOALS AND OBJECTIVES: District Code 1 .05.020 Objectives: 1. Responsibly serve the public. 2. Provide a healthy and safe work environment for all District employees. 3. Provide reliable and high quality water supply and distribution system to meet current and future needs. 4. Provide reliable and high quality electric supply and distribution system to meet current and future needs. 5. Manage the District in an environmentally sound manner. 6. Manage the District in an effective, efficient and fiscally responsible manner. District Code 1 .05.030 Goals: 1. Manage for Financial Stability and Resiliency 2. Environmental Stewardship: Create a sustainable resilient environment for all our communities. 3. Engage with our customers and communities in a welcoming and transparent way to identify opportunities. 4. Take the best of private sector thinking to modernize the utility and add value to our communities. 5. Developing an inclusive culture drives organizational integration and success. FISCAL IMPACT: There is no fiscal impact associated with this item. Page 2 of 3 Page 33 of 153 ATTACHMENTS: 1. Hold Harmless and Property Use-Maintenance Agreement - Rocker Skate Park Page 3 of 3 Page 34 of 153 Recording Requested By: and Return to: Town of Truckee Kelly Carpenter, Town Clerk 10183 Truckee Airport Road Truckee CA 96161 Not Subject to Fees: GCS 27383 HOLD HARMLESS AND PROPERTY USE/MAINTENANCE AGREEMENT FOR SIDEWALK CONSTRUCTED IN AND ADJACENT TO THE TOWN OF TRUCKEE RIGHT-OF-WAY SECTION 1. RECITALS. A. On June 21, 2022, with the adoption of Planning Commission Resolution 2022-10, the Town of Truckee Planning Commission approved application 2020-00000084 adopting the Mitigated Negative Declaration and approving a Development Permit, Minor Use Permit, and Zoning Clearance for Rocker Memorial Skate Park. B. On September 19, 2022, The Town of Truckee (hereafter "Town") received a Building Permit application (2022-00001228)for the Rocker Memorial Skate Park located at 10695 Brockway Road, Truckee, California, on APN 019-450-054, (hereafter "Property") owned by Truckee Donner Public Utility District (hereinafter "Owner"). C. The Building Permit proposes to construct the improvements depicted in Exhibit A hereto (hereinafter "Improvements"). Improvements include, but are not limited to, the construction of frontage improvements (sidewalk). D. As shown in the building permit site plan, the sidewalk will be located in the Town's Estates Drive right-of-way. E. Condition of Approval Number 26 in Planning Commission Resolution 2022-10 states prior to building permit issuance, the applicant will be required to enter into a hold harmless agreement for the frontage improvements. F. For nearly 60 years, the Truckee Donner Recreation and Park District (hereinafter "Lessee") has leased from Owner the Property pursuant to that certain Lease, by and between Owner and Lessee made and entered into on December 1, 1966 (hereinafter "Park Lease"). The Park Lease term is scheduled to continue until December 5, 2065 unless terminated sooner. G. Pursuant to the terms of the Park Lease, Lessee is primarily responsible for operating, maintaining, and insuring the Property and its existing improvements, and Lessee has discharged those responsibilities without default throughout the entire Park Lease term from its inception through the date of this Agreement. Accordingly, Lessee is a party to this Agreement and shall assume primary responsibility for certain obligations hereunder, with Owner assuming secondary responsibility for such obligations only if (i) Lessee fails, refuses, or is unable to discharge such obligations after notice and cure periods set forth 1 Page 35 of 153 herein ("Lessee Default"), or (ii) Lessee is no longer the lessee under the Park Lease (or any subsequent lease(s)) and has not otherwise succeeded to Owner's full ownership interest in the Property (a "Lessee Dissociation Event"). As to certain obligations under this Agreement, Town accepts Lessee as the primary responsible party and Owner as the secondary responsible party on the terms and conditions set forth herein. SECTION 2. CONSIDERATION. In reliance upon the foregoing recitals this Agreement is entered for and in consideration of the mutual provisions herein exchanged and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged. SECTION 3. RECORDING IN THE OFFICIAL RECORDS OF NEVADA COUNTY. This Agreement shall be recorded in the official records of Nevada County in the chain of title of the Property upon which the Improvements are located. SECTION 4. IMPROVEMENTS. (a) Lessee Primary Responsible Party for Maintenance of Improvements To satisfy Condition of Approval Number 26, Lessee agrees to accept primary responsibility for maintenance of the Improvements that are located in the Town's right-of-way as depicted in Exhibit A. Lessee agrees to maintain the Improvements in a clean, safe, and well-kept condition at all times. In the event of a Lessee Default with respect to the maintenance obligations under this Section 4, the Town shall notify Lessee and Owner in writing of the specifics of such default and shall specify a reasonable period, as determined by Town, for Lessee to cure such default (the "Cure Period"). (b) Owner as Secondary Responsible Party for Maintenance of Improvements (i) Lessee Default. If Lessee fails to timely cure any Lessee Default for which Town has properly notified Lessee and Owner, Town shall notify Owner in writing of such continuing Lessee Default and Owner shall, effective upon the date of Town's notice, be solely responsible for the maintenance obligations under this Section 4. Owner shall continue to discharge such maintenance obligations until such time that Lessee provides to Town sufficient evidence, as determined by Town, of Lessee's ability to resume primary responsibility for these obligations, in which case, Town shall provide written notice to both Lessee and Owner of the date upon which Lessee may resume its primary responsibility under this Section 4, upon which date Owner will again assume secondary responsibility. (ii) Lessee Dissociation Event. Owner shall notify Town in writing as soon as is reasonably practicable after Owner learns of any impending Lessee Dissociation Event, and in any event no later than thirty (30) calendar days after the occurrence of any such event. Upon the date of such Lessee Dissociation Event, Owner shall be solely responsible for the maintenance obligations under this Section 4 for the remainder of the term hereunder or as otherwise agreed by the remaining parties. (c) Town's Right To Immediately Cure Health and Human Safety Hazards Notwithstanding the notice and cure provisions in this Section 4 above, in the event of a Lessee Default that results in health or human safety hazards on the Property, Town shall have the right to immediately mitigate such hazard(s) without prior notice or an opportunity for Lessee to cure 2 Page 36 of 153 said default. Town shall provide Lessee and Owner written notice of the costs for any such mitigation work and such notice shall include a due date by which Lessee shall reimburse Town for same. The reimbursement of such costs shall be the primary responsibility of Lessee, and if Lessee fails to reimburse Town for same by the due date specified in Town's notice, Owner shall be solely responsible to the Town for such costs. If Lessee fails to timely reimburse Town, the Town shall provide written notice to Owner of such Lessee Default and the costs still outstanding, along with a revised due date to provide Owner a reasonable period in which to reimburse Town. For purposes of this paragraph, Owner acknowledges that any period of not less than 90 days will be reasonable. If Lessee and Owner fail to timely reimburse Town for such costs pursuant to their respective notices from Town, Town may cause a lien to be recorded against the Property for the unpaid amount, and shall have such other rights as are provided by law and/or equity. SECTION 5. MAINTENANCE STANDARDS. Owner shall maintain the Improvements in a clean, safe, and attractive condition at all times. Should Owner fail or refuse to fulfill these obligations under this provision, Town may do so using its personnel and charge Owner the costs of such service including reasonable overhead. Town shall not exercise such right until after giving Owner seven days written notice, except in those instances where said lack of maintenance is creating health or human safety hazards in which case the Town shall have the right to immediately mitigate such hazards at Owner's expense. Any such charge shall become a lien on the Property if not timely paid. Town will accept performance of Owner's obligations hereunder from Lessee or any future lessee of the Property, provided that Owner shall remain responsible for performance of its obligations hereunder in the event that Lessee or a future lessee fails to timely perform some or all such obligations. SECTION 6. INDEMNITY/HOLD HARMLESS. (a) Lessee as Primary Indemnitor. Lessee shall be primarily responsible to indemnify, defend, and hold harmless Town and its officers, employees, and agents ("Town Indemnitees")from any and all damages, claims, causes of action, liabilities, obligations, and/or judgments, including the payment of Town's reasonable attorneys' fees and costs related thereto (collectively, "Claims") that arise from: (i) Town's entry into this Agreement; (ii) Lessee's negligence or willful misconduct in the performance of its obligations under this Agreement or out of the obligations conducted by Lessee, including without limitation: (A) any personal injury occurring on the Improvements located within or adjacent to Town's right-of-way; and (B) property damage resulting from Town's maintenance operations, including snow removal activity, within Town's right-of-way or to the portion of the Improvements that are on private property, except to the extent such Claims are determined by a final judgment of a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of Town Indemnitees. In the event Town Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Lessee's performance of this Agreement, Town shall notify Lessee and Owner in writing that Lessee is required under this Agreement to provide a defense to Town Indemnitees, or at Town's option, to reimburse the Town Indemnitees their costs of defense, including attorney's fees, incurred in defense of such Claims. Town's notice for these respective options shall include a date by which Lessee must respond to Town with its written assurances that it will provide the required defense to Town Indemnitees or the required reimbursement by the date specified in Town's notice. 3 Page 37 of 153 If Lessee fails to timely respond to Town's notice and demands as specified in the immediately preceding paragraph, Town shall notify Lessee and Owner in writing of such Lessee Default as to this Section 6 and that Town is requiring Owner to discharge its obligations as the secondary indemnitor hereunder as provided in Section 6(b) below. (b) Owner as Secondary Indemnitor. In the event of a Lessee Default under Section 6(a), or a Lessee Dissociation event (as noticed to Town as further provided hereinbelow), Owner shall be solely responsible for the obligations under this Section 6, as follows: Owner shall indemnify, defend, and hold harmless Town and its officers, employees, and agents ("Town Indemnitees")from any and all damages, claims, causes of action, liabilities, obligations, and/or judgments, including the payment of Town's reasonable attorneys' fees and costs related thereto (collectively, "Claims") that arise from: (i) Town's entry into this Agreement; (ii) Lessee's and/or Owner's negligence or willful misconduct in the performance of its obligations under this Agreement or out of the obligations conducted by Lessee and/or Owner, including without limitation: (a) any personal injury occurring on the Improvements located within or adjacent to the Town's right-of-way; and (b) property damage resulting from the Town's maintenance operations, including snow removal activity, within the Town's right-of-way or to the portion of the Improvements that are on private property, except to the extent such Claims are determined by a final judgment of a court of competent jurisdiction to have been caused by the active negligence or willful misconduct of the Town indemnitees. In the event the Town indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Lessee's and/or Owner's performance of this Agreement, Owner shall provide a defense to the Town indemnitees or at the Town's option, reimburse the Town indemnitees their costs of defense, including attorney's fees, incurred in defense of such Claims. A Lessee Default as to its indemnification obligations for a particular action, lawsuit, or other adversarial proceeding as set forth above, will not necessarily operate to prevent Lessee from resuming its primary indemnitor obligations under this Agreement. Town shall have the option to consider each Lessee Default and any subsequent actions Lessee takes to remedy the conditions and circumstances that led to such default (as Lessee shall be entitled to present to Town in writing and on conditions established by Town at its sole and absolute discretion). After considering such remedial actions and/or changes in Lessee's operations, Town may agree, through a notice in writing to Lessee and Owner, to allow Lessee to resume its obligations as the primary indemnitor on a date certain, upon which date Owner shall resume its obligations as the secondary indemnitor. Owner shall notify Town in writing as soon as is reasonably practicable after Owner learns of any impending Lessee Dissociation Event, and in any event no later than thirty (30) calendar days after any such event. Upon the date of such Lessee Dissociation Event, Owner shall be solely responsible for the indemnity obligations under this Section 6. SECTION 7. WAIVER. No waiver of any default hereunder shall constitute a waiver of any other default or breach of a covenant, condition, or term. In no event shall any such waiver constitute an estoppel, past practice, or contractual right. 4 Page 38 of 153 SECTION 8. NOTICES. All notices required by this Agreement shall be sent first-class mail or personally delivered to the persons and addresses set forth below. Such addresses may be amended from time to time by written notice to the other parties to this Agreement, which shall not be deemed or construed an amendment to this Agreement. Because of Lessee's and Owner's respective primary and secondary responsibilities under this Agreement, Town agrees to copy Owner and Lessee on all notices, except for any communications that are confidential between Town and the party being notified. Town: Owner: Lessee: Town of Truckee Truckee Donner PUD Truckee Donner Recreation & Parks District 10183 Truckee Airport Rd 11570 Donner Pass Road 10981 Truckee Way Truckee, CA 96161 Truckee, CA 96161 Truckee, CA 96161 Attn: Town Manager SECTION 9. AUTHORITY. Town, Lessee, and Owner represent that they have the authority to enter into this Agreement and perform its terms. Each party warrants that the individuals signing this Agreement have the legal authority to do so and bind each party to perform the obligations set forth herein. SECTION 10. INSURANCE. Insurance: Owner and Lessee shall obtain and shall require its contractors to obtain insurance of the types and in the amounts described below and satisfactory to Town. Notwithstanding any provision herein, Town and Owner reserve the right to require the insurance policy limits set forth herein to be reasonably increased over time to reflect cost of living adjustments. If at any time it is determined by the Town that the Owner or Lessee has not maintained the required insurance, the encroachment permit authorizing the Improvements to be constructed and maintained in Town's right-of-way may be revoked and the Improvements required to be removed. Owner and Lessee may satisfy their requirements to provide insurance in this Section 10 through self- insurance that is reasonably acceptable to Town. Commercial General Liability Insurance: Owner and Lessee shall each maintain Insurance Services Office (ISO) Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence If such insurance contains a general aggregate limit, it shall apply separately to this Agreement or be no less than two times the occurrence limit. Additional Insureds: The Town, its officers, officials, and employees shall be named as additional insureds on all policies Owner and/or Lessee are required to carry hereunder, and Lessee, its officers, officials, and employees shall be named as additional insureds on all policies Lessee is required to carry hereunder, through a valid endorsement to the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Owner or Lessee including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Owner or Lessee. General liability coverage can be provided in the form of an endorsement to the Contractor's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). All insurance policies carried by Owner and Lessee shall further be endorsed to be primary with respect to any insurance or self-insurance 5 Page 39 of 153 programs covering Town, its officials, officers, employees, agents, and consultants, such that Town insurance or self-insurance shall not be called upon to contribute with or to any claim paid under Owner's or Lessee's (or Owner's or Lessee's contractors') policies of insurance, and shall contain standard separation of insureds provisions. All insurance policies carried by Lessee shall further be endorsed to be primary with respect to any insurance or self-insurance programs covering Owner and/or Town, and their respective officials, officers, employees, agents, and consultants, such that Owner and/or Town insurance or self-insurance shall not be called upon to contribute with or to any claim paid under Lessee's or Lessee's contractors' policies of insurance and shall contain standard separation of insureds provisions. Waiver of Subrogation: Owner and Lessee hereby agree to waive rights of subrogation that any insurer of Owner or Lessee may acquire from Owner or Lessee by virtue of the payment of any loss. Owner and Lessee, in their respective policies, shall obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Town or Owner have received a waiver of subrogation endorsement from the insurer. However, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the Town and Owner for all work performed by the Owner, Lessor and their respective employees, agents, and subcontractors. Subcontractors: Owner and Lessee shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, including without limitation the required endorsements. For CGL coverage, subcontractors shall provide coverage with a form at least as broad as CG 20 38 04 13. Certificates of Insurance: Owner and Lessee shall, prior to commencement of the Agreement, furnish to Town properly executed certificates of insurance, and copies of endorsements and policies, which shall clearly evidence all insurance required in this Section. Owner and Lessee shall require their contractor(s)to provide notice to the Town and Owner within five days of receipt of any notice of cancellation, expiration, or reduction in coverage under any required policy of insurance. Term of Coverage: Owner and Lessee shall maintain all insurance required of each of them under this Agreement, except as may be otherwise required by this Article. Owner and Lessee shall replace any policies, certificates, and endorsements for any insurance expiring prior to completion of the Agreement. Licensed Insurer: Owner and Lessee shall place all insurance with insurers having an A.M. Best Company rating of no less than A:VIII and licensed to do business in California. SECTION 11. MISCELLANEOUS PROVISIONS. Time is of the essence of this Agreement and all parties agree to proceed with due diligence to fulfill its terms. This Agreement shall be interpreted in accordance with the laws of the State of California, and the exclusive jurisdiction and venue over any litigation arising here from shall be the appropriate court of Nevada County, California. This Agreement contains the entire agreement between the parties with regard to all matters contained herein and supersedes all previous discussions, representations, and correspondence between the parties. If any provision of this Agreement shall be declared void, voidable, illegal or unenforceable by any court of competent jurisdiction, administrative panel or arbitration panel, such declaration or finding shall not void or cancel the other provisions of this Agreement, which shall remain binding upon the parties. No modification of this Agreement may be made except in a recorded writing signed by all parties that is approved in the manner required by California law for contracting with municipal corporations. This Agreement may be signed in counterparts, each of which shall constitute an original and collectively shall constitute one instrument. The parties hereto have independently 6 Page 40 of 153 reviewed this Agreement after consulting with counsel, and therefore no presumption shall arise from the fact that it was prepared by or at the request of either party. The parties shall fully cooperate with each other in performance of this Agreement, including execution of any and all reasonably required documents and take any reasonably required further acts. The maintenance obligations contained in this Agreement shall survive its termination or expiration. The Recitals set forth above and the Exhibits attached to this Agreement are acknowledged and agreed by the parties to be true and correct and are hereby incorporated into the Agreement as if fully set forth herein. SECTION 12. PARTIES BOUND. The provisions of this Agreement shall be binding upon Owner, Lessee and Town and their respective heirs, executors, administrators, legal representatives, successors, and assigns. This Agreement is intended to run with the land upon which the Improvements are located, and the burden hereof shall inure to Owner's and Lessee's successors and assigns and the benefit hereof shall inure to the benefit of Town and its successors and assigns. SECTION 13. MECHANICS LIENS AND STOP NOTICES. If any claim of lien or stop notice is filed or attempted to be filed against Town or against the public right-of-way in connection with work undertaken by Owner or Lessee pursuant to this Agreement, Lessee shall, within twenty (20) days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to Town a surety bond in sufficient form and amount, or provide Town with other assurance satisfactory to Town that the claim of lien or stop notice will be paid, discharged or disputed. If Lessee fails to timely respond as specified in the immediately preceding paragraph, Town shall notify Lessee and Owner in writing of such Lessee Default as to this Section 13 and that Town is requiring Owner to discharge its obligations as the secondary indemnitor hereunder. If Lessor and Owner fail to discharge or dispute any lien, encumbrance, charge, or claim in the manner required in this Section, then in addition to any other right or remedy, Town may(but shall be under no obligation to) discharge such lien, encumbrance, charge, or claim at Owner's expense. Alternately, Town may require Owner to immediately deposit with Town the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. Town may use such deposit to satisfy any claim or lien that is adversely determined against Owner. In witness whereof, the parties have executed this Agreement on the date first set forth above. 7 Page 41 of 153 TOWN OF TRUCKEE: Dated: By: Jen Callaway, Town Manager TRUCKEE DONNER PUBLIC UTILITY DISTRICT: Dated: By: Brian Wight, General Manager TRUCKEE DONNER RECREATION AND PARKS DISTRICT: Dated: _By: Sven, Leff, CPE General Manager 8 Page 42 of 153 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. State of California County of Nevada On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary 9 Page 43 of 153 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. State of California County of Nevada On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary 10 Page 44 of 153 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. State of California County of Nevada On before me, personally appeared who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity (ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s)acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Signature of Notary 11 Page 45 of 153