HomeMy Public PortalAboutC-20-163 - Faring Capital, LLC., Restated Reimbursement and Deposit AgreementFIRST AMENDED AND RESTATED REIMBURSEMENT AND DEPOSIT AGREEMENT
BY AND BETWEEN
CITY OF CARSON, THE CARSON RECLAMATION AUTHORITY
AND
FARING CAPITAL, LLC.
This FIRST AMENDED AND RESTATED REIMBURSEMENT AND DEPOSIT
AGREEMENT ("Agreement") is executed this it day of?ew 2020("Effective Date"), by
and between the CITY OF CARSON, a California charter municipal corporation ("City"), the
CARSON RECLAMATION AUTHORITY, a California joint powers authority ("Authority"
collectively with the City are herein referred to as the "Reimbursed Parties"), and FARING
CAPITAL, LLC, A DELAWARE LIMITED LIABILITY COMPANY ("Reimbursing Party").
Reimbursed Parties and Reimbursing Party may be referred to collectively as the "Parties," or
individually as a "Party."
RECITALS
WHEREAS, the Authority is the owner of approximately 157 gross acres of real property
located in the City of Carson (the "Site" or "157 Acre Site"), known as the former Cal -Compact
landfill;
WHEREAS, the 157 Acre Site is a former landfill site, which suffers from significant
environmental contamination, posing development constraints on the 157 Acre Site, a11d on October
25, 1995, the California Department of Toxic Substances Control ("DTSC") approved a Remedial
Action Plan for portions of the 157 Acre Site ("RAP"), which requires the installation, operation and
maintenance of certain remedial systems, including a landfill cap, gas extraction and treatment
system, and groundwater collection and treatment system on the Site ("Remedial Systems") and the
operation and maintenance of same ("O&M");
WHEREAS, on October 3, 2019, the Authority released an Invitation to Propose for the
development of Cells 3, 4, and 5 of the Site (the "Remainder Cells"), and thereafter, established a
process for the selection of a potential developer with which to enter into an option agreement
("Option Agreement") for the potential development of the Remainder Cells to be developed (the
"Selection Process");
WHEREAS, following the Selection Process, the Reimbursing Party in collaboration with
BRIDGE ACQUISITION, LLC, a Delaware limited liability company ("Bridge") were selected for
the potential development of the Remainder Cells and the Parties (including Bridge) initiated the
process of negotiating and finalizing an Option Agreement, which Option Agreement would include
a signature community park with food and beverage facilities, playground space, exhibition and/or
museum space, and entertainment uses along with an industrial/fulfillment/logistics center along the
back of the Remainder Cells (the "Project");
WHEREAS, On June 9, 2020, Reimbursing Party in conjunction with Bridge entered into that
certain Deposit and Reimbursement Agreement with the Reimbursed Parties (the "First
Reimbursement Agreement"), which provides for the terms and conditions of various deposits and
payments related to the Project required to be made by Reimbursing Party and Bridge to the
Reimbursed Parties, all as more particularly provided in the Fust Reimbursement Agreement;
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4810-3875-5770.7
WHEREAS, Pursuant to the terms of the First Reimbursement Agreement, Reimbursing Party
and Bridge deposited (i) with the City, the sum of Fifty Thousand Dollars ($50,000), (ii) with the
Authority, the sum of Two Hundred Thousand Dollars ($200,000), and (iii) with FIDELITY
NATIONAL TITLE INSURANCE COMPANY, a California corporation ("Escrow Holder") the sum
of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000) (such portion is referenced
herein as the "Escrow Deposit")
WHEREAS, Bridge has since extricated itself from the Project, and entitlement process
therefor, such that Reimbursing Party will be the sole Project applicant and has agreed to proceed
with the Project, Option Agreement and Entitlements (defined below) in its own capacity;
WHEREAS, Two Hundred Fifty Thousand ($250,000) of the Escrow Deposit has been
released and expanded and the remaining Escrow Deposit will be released appropriately after a true
up of the Accounting by Faring, Bridge, the Authority and the City is conducted;
WHEREAS, in connection with the negotiation of, and as a condition to, the Reimbursed
Parties' execution of an Option Agreement, the Reimbursed Parties require that the Reimbursing
Party submit certain deposits and make reimbursements to the Reimbursed Parties for their respective
costs and expenses related to the transactions contemplated under the Option Agreement, the Project,
and the Reimbursing Party has agreed to fund and be solely responsible for all such costs and
expenses, including but not limited to, all staff time, third -party consulting costs and the Reimbursed
Parties' legal costs associated with the preparation and negotiation of the Option Agreement and
related documentation, preparation and/or review of all Project plans, proformas, studies, permits and
agreements related to the Project, as well as review, processing, preparation and approval of the
Project, including, without limitation, any required environmental review and approvals ("CEQA
Approvals") under the California Environmental Quality Act, Public Resources Code § 21000 et seq.
("CEQA"), and/or any entitlements required for the Project ("Entitlements"), as more particularly set
forth below;
WHEREAS, Reimbursing Party has agreed to reimburse Reimbursed Parties for the full costs
incurred by the Reimbursed Parties related to the Project, including costs of reviewing and processing
all Entitlement applications, environmental review pursuant to CEQA or such environmental review
as otherwise required, costs of preparing all agreements related to the Project, all consultant fees, and
all other related costs, fees, and expenses, including but not limited to attorneys' fees, and such other
reimbursement obligations previously established by the First Reimbursement Agreement, whether
incurred by Reimbursed Parties to -date or on a going -forward basis.
NOW, THEREFORE, for the purposes set forth herein, and for good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree
as follows:
TERMS
1. Incorporation of Recitals. The Parties hereby incorporate the foregoing Recitals as
though fully set forth herein.
2. Reimbursing Party's Responsibility for Reimbursed Parties' Costs. The following
reimbursement obligations shall be collectively referred to as "Reimbursed Parties' Costs."
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(a) Reimbursing Party shall reimburse Reimbursed Parties for all costs and fees
including, but not limited to, staff time, consultant costs, engineering costs, attorneys' fees (at a rate
not -to -exceed $395 per hour for partners and/or $350 for associates) and costs, and expert costs in
preparing, reviewing, processing and approving, if -warranted, all entitlement applications, any
development agreement, any zone change or general plan amendment, any specific plan, any design
overlay review, any conditional use perinit(s), and any environment review, including but not limited
to any environmental impact report or other CEQA documentation, necessary, appropriate, or
desirable in order to effect and implement the Project (collectively the `Entitlements"), as well as any
other fees and costs reasonably deemed necessary by the Reimbursed Parties in connection with the
same, whether incurred by Reimbursed Parties to -date or on a going -forward basis, but expressly
excluding any costs resulting from litigation filed by CAM against the Authority, the City and/or
other third parties related to Cell 2 and the agreements entered into with CAM Carson prior to this
Agreement, costs incurred to prepare and review studies, proformas, reports and design services, and
agreements related to development of the any other project unrelated to the Project and Project -related
infrastructure. .. It is the Parties' understanding that Reimbursing Party owes Reimbursed Parties
approximately Eight Hundred Five Thousand Dollars ($805,000) which will be deducted from the
Deposit immediately.
(b) To that end, Reimbursing Party shall, within five (5) business days of the
Effective Date, depo$it with the Reimbursed Parties a sum of One Million Seven H_ undyed. Fifty
Thousand Dollars ($1,750,000) against which Reimbursed Parties' Costs will be drawn down
("Deposit"), pursuant to the terms of this Agreement.
- (c) At no point -shall the minimum balance of the Deposit fall below Two Hundred
and Fifty Thousand Dollars ($250,000), and Reimbursing Party shall make such additional deposit(s)
required under Section 2. 1, below, within thirty (3 0) days of Reimbursed Parties' (or either of them)
written request to do so.
2.1 Additional Deposits by Reimbursing Party. Reimbursing Party shall not
unreasonably withhold reimbursements necessary to reimburse Reimbursed Parties for the
Reimbursed Parties' Costs. Reimbursed Parties' notice requesting additional deposits needed to
reimburse Reimbursed Parties for the Reimbursed Parties' Costs shall state what costs have been
incurred to date (together with appropriate backup documentation to evidence same), additional costs
anticipated, and how Reimbursed Parties intends to apply any needed additional Reimbursing Party
deposits.. If deposited sums exceed the costs incurred by Reimbursed Parties, Reimbursed Parties
shall refund the difference as soon as Reimbursed Parties determines the amount of such excess.
2.2 Compliance with Reimbursed Parties' Costs Reimbursement & Deposit
Provisions. In the event that Reimbursing Party does not reimburse the Reimbursed Parties' Costs as
provided in this Section 2 within thirty (30) days of written demand therefore, or does not timely
deposit or replenish the Deposits needed to reimburse Reimbursed Parties for the Reimbursed Parties'
Costs incurred by Reimbursed Parties which arise from or are related to the Project within thirty (30)
days -of written demand therefore, Reimbursed Parties may immediately cease all work on any
Reimbursing Party application(s) and may take such further action as Reimbursed Parties deems
appropriate, including deeming any Reimbursing Party application(s) abandoned.
2.3 Interest on Deposit. Any amounts deposited by Reimbursing Party shall be
maintained by the Reimbursed Parties in an interest-bearing account of its choice, and may be co -
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mingled with other Reimbursed Parties' funds in such account. Interest accruing upon any such
deposit shall inure to and be created for the benefit of Reimbursed Parties.
2.4 Accounting. Reimbursed Parties shall keep an accounting of the Reimbursed
Parties' Costs and all deposits made by Reimbursing Parry. Upon written request, Reimbursed Parties
shall provide statements of these accounts to Reimbursing Party, which shall include descriptions of
the Reimbursed Parties' Costs, including, the date, amount, and the type of activity for which the cost
was incurred. Failure of Reimbursed Parties to provide any accounting shall not excuse Reimbursing
Party's duty to perform any act, including the duty to make full and timely deposits required under
this Section 2. Reimbursing Party may question or challenge any use of funds set forth in the
accounting and may appeal same to the Reimbursed Parties Council,
3. Reimbursed Parties Release; Termination. This Agreement shall remain in effect
for a period of three (3) years from the Effective Date ("Term"), provided, however, that Reimbursing
Party shall remain obligated to reimburse the Reimbursed Parties' Costs incurred by the Reimbursed
Parties pursuant to Section 2, prior to the termination date. In the event that Reimbursing Party's
reimbursement obligations extend beyond -the Term, Reimbursing Party and Reimbursed Parties will
enter into an amendment to this Agreement to extend the Term until Reimbursing Party meets all of
its obligations.
4. Remedies. In the event of a breach by either: party, the non -breaching party may, in
addition to any other remedies, seek to recover the reasonable attorneys' fees in enforcing this
Agreement. This provision will not be interpreted to curtail any of either Parties remedies at law or
equity against the other (including the pursuit of recovery of the Reimbursed Parties' Costs), nor shall
it be interpreted as a waiver of any defense of either party.
5. Conflicts of Interest.
5.1 No Financial Relationship. Reimbursing Party acknowledges the
requirements of Government Code §§ 1090 et seq. (the "1090 Laws") and warrants that it has not
entered into any financial or transactional relationships or arrangements that would violate the 1090
Laws, nor shall Reimbursing Party solicit, participate in, or facilitate a violation of the 1090 Laws.
5.2 Reimbursing Party's Representations & Warranties. Reimbursing Party
represents and warrants that for the 12 -month period preceding the Effective Date it has not entered
into any arrangement to pay financial consideration to, and has not made any payment to, any
Reimbursed Parties official, agent or employee that would create a legally cognizable conflict of
interest as defined in the Political Reform Act (Government Code §§ 87100 et seq.).
6. Reimbursing Party Acknowledgements. Subject to the reimbursement obligations
set forth in this Agreement, Reimbursing Party acknowledges and agrees that, with respect to the
Entitlements:
6.1 Reimbursed Parties have sole discretion to select which employees and
contractors are assigned to work on the Entitlements.
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6.2 Reimbursed Parties have sole discretion to direct the work and evaluate the
performance of the employees and contractors assigned to .work on the Entitlements, and Reimbursed
Parties retain the right to terminate or replace at any time any such person.
6.3 Reimbursed Parties have sole discretion to determine the amount of
compensation paid to employees or contractors assigned to work on the Entitlements.
6.4 Reimbursed Parties, not Reimbursing Party, shall pay employees and
contractors assigned to work on the Entitlements from the Deposit account.
7. Indemnification and Hold Harmless.
7.1. Non -liability of Reimbursed Parties Concerning Entitlements. The
Parties acknowledge that there may be challenges to the legality, validity and adequacy of the
Entitlements and/or this Agreement in the future; and if successful, such challenges could delay
or prevent the performance of this Agreement and/or approval of the Entitlements and/or
implementation of the Project. Reimbursed Parties shall have no liability under this Agreement
for the inability of Reimbursing Party to obtain Entitlements and/or implementation of the Project
as the result of a judicial determination that some or all of the Entitlements are invalid or
inadequate or not in compliance with law. _
7.2 Indemnification. Reimbursing Party agrees to defend, indemnify and hold
harmless the Reimbursed Parties, their elected or appointed officials, agents, officers, employees, and _
attorneys from any claims; demands, causes or causes of action, damages, or proceedings against the
Reimbursed Parties or thea elected or appointed officials, agents, officers, employees, or attorneys
arising out of or related to this Agreement, the Project, the Entitlements and issuance process therefor,
and any other agreements or entitlements or permits anticipated under the implementation of the
Project (the "Claims or Demands"), whether such activities are undertaken by Reimbursing Party or
by any of its agents, contractors, or subcontractors, or by any one or more persons directly or
indirectly employed by or acting as agent for Reimbursing Party or any of its agents, contractors, or
subcontractors. The Reimbursed Parties will promptly notify Reimbursing Party of any such claim,
action, or proceeding against the Reimbursed Parties, and Reimbursing Party will pay the Reimbursed
Parties' associated legal costs and will advance funds assessed by the Reimbursed Parties to pay for
defense of the matter by the Reimbursed Parties' legal counsel of record. The Reimbursed Parties
will cooperate fully ih the defense. Notwithstanding the foregoing, the Reimbursed Parties retain the
right to settle or abandon the matter without Reimbursing Party's consent, but should they do so, the
Reimbursed Parties shall waive the indemnification herein, except the Reimbursed Parties' decision
to settle or abandon a matter following an adverse judgment or failure to appeal shall not cause a
waiver of the indemnification rights herein. Reimbursing Party shall provide a deposit in the amount
of 100% of the Reimbursed Parties' estimate, in thea sole and absolute discretion, of the cost of
litigation,including the cost of any_.award of attorney's fees, and shall make additional deposits as
requested by the Reimbursed Parties to keep the deposit at such level. The Reimbursed Parties may
ask for further security in the form of a deed of trust to land of equivalent value. If Reimbursing Party
fails to provide or maintain the deposit, the Reimbursed Parties may abandon the action and
Reimbursing Party shall pay all costs resulting therefrom and the Reimbursed Parties shall have no
liability to Reimbursing Party.
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7.3 Reimbursed Parties Right to Abandon. If Reimbursing Party fails to timely
pay the agreed-upon deposit or to replenish the deposit, Reimbursed Parties may also abandon any
litigation without liability to Reimbursing Party and may recover fiom Reimbursing Party any
attorneys' fees and other costs for which the Reimbursed Parties may be liable as a result of
abandonment of any of the Claims or Demands. Under such circumstances also the Reimbursed
Parties shall have the right to revoke any or all Entitlements and deny the Project approved for or
granted to Reimbursing Party.
7.4 Reimbursed Parties Discretion. It is expressly agreed that Reimbursed
Parties shall have the right to utilize the City Attorneys/Authority Attorneys' office or use other legal
counsel of its choosing in responding to or defending the Claims or Demands. Reimbursing Party's
obligation to pay the defense costs of Reimbursed Parties shall extend until final judgment, including
any appeals, unless this Agreement is otherwise terminated by Reimbursing Party as described above.
The Reimbursed Parties agree to fully cooperate with Reimbursing Party in the defense. of any matter
in which Reimbursing Party is defending and/or holding Reimbursed Parties harmless. The
Reimbursed Parties may make all reasonable decisions with respect to its representation in any legal
proceeding relating to any Claims or Demands, including their inherent right to abandon or to settle
any litigation brought against the Reimbursed Parties in their reasonable discretion.
--- - - ----- 7.5 Exception. The obligations of Reimbursing Party under this Section -7 shall
not apply to any claims, actions, or proceedings arising out of the gross negligence or willful
misconduct of the Reimbursed Parties, their elected or appointed officials, agents, officers,
_ employees, or.attorneys.
7.6 Survival of Indemnity & Hold Harmless Obligations. All indemnity and
hold harmless provisions set forth in this Agreement shall survive termination of this Agreement,
and shall remain in effect for a period of one (1) year from and after the approval of all the
Entitlements.
8. Assignment. Reimbursing Party may not assign this Agreement to any other entity
unless agreed to in writing by Reimbursed Parties and upon proof of the financial viability of the
successor entity to fulfill the Agreement's obligations. Reimbursed Parties' consent to assignment
shall not be unreasonably withheld, it being understood that the Reimbursed Parties shall not have
the right to withhold consent to the extent that an assignment that is permitted under the Option
Agreement is concurrently entered into.
9. Relationship Between the Parties. The Parties agree that this Agreement does not
operate to create the relationship of partnership, j oint venture, or agency between Reimbursed Parties
and Reimbursing Party. Nothing herein shall be deemed to make Reimbursing Party an agent of
Reimbursed Parties.
f 10. Authority to Enter Agreement. Reimbursing Party warrants that it has the legal
capacity to enter into this Agreement. Each Party warrants that the individuals who have signed this
Agreement have the legal power, right, and authority to make this Agreement and bind each respective
Party.
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11. Notices. All notices, demands, invoices, and communications shall be in writing and
delivered to the following addresses or such other addresses as the Parties may designate by written
notice:
To Authority: Carson Reclamation Authority
701 East Carson St.
Carson, CA 90745
Attention: Executive Director
With a Copy to: Aleshire & Wynder, LLP
.18881 Von Karman Ave., Suite 1700
Irvine, CA 92612
Attention: Sunny Soltani
To City: City of Carson
701 East Carson St.
Carson, CA 90745
Attention: City Manager
- With a Copy to: Aleshire & Wynder; LLP
18881 Von Karman Ave., Suite 1700
Irvine, CA 92612
- Attention: Sunny Soltani
To Reimbursing Party: c/o Faring Capital
659 N. Robertson Blvd.
West Hollywood, CA 90069
Attention: Jason Illoulian
With a Copy to: Allen Matkins Leck Gamble Mallory & Natsis, LLP
1900 Main Street, 5th Floor
Irvine, CA 92614-7321
Attention: Pam Andes
Depending upon the method of transmittal, notice shall be deemed received as follows: by
facsimile, as of the date and time sent; by messenger, as of the date delivered; by U.S. Mail first class
postage prepaid, as of 72 hours after deposit in the U.S. Mail; and by email, upon the sender's receipt
of an email from the recipient acknowledging receipt.
12. Reimbursing Party's Rights Concerning Review of Documents. The Reimbursed
Parties shall give the Reimbursing -Parties at least ten (10) days' Notice along- with copies of -any --
proposed contract with the Environmental Consultant, drafts of CEQA documents, and related
documents so that Reimbursing Party shall have the opportunity to provide comments or objections
thereto, prior to the Reimbursed Parties finalizing, filing, or otherwise releasing any of the foregoing
for public review and comment. The Reimbursed Parties shall also provide Reimbursing Party with
draft copies of all other reports and studies funded through this Agreement. Reimbursing Party may
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discuss issues with the Reimbursed Parties or their consultants and may make comments orally or in
writing. The Reimbursed Parties shall also use reasonable efforts to permit Reimbursing Party's
review with respect to agendas and staff reports for all open City Council, Planning Commission and
other public body meetings at which the Project or related matters are to be considered, and by
providing Reimbursing Party with draft copies thereof prior to or concurrently with the transmission
of such documents to the appropriate body..
13. Cooperation; Further Acts. The Parties shall fully cooperate with one another, and
shall take any additional acts or sign any additional documents as may be necessary, appropriate, or
convenient to attain the purposes of this Agreement.
14. Construction; References; Captions. It being agreed the Parties or their agents have
participated in the preparation of this Agreement, the language of this Agreement shall be construed
simply, according to its fair meaning, and not strictly for or against any Party. Unless otherwise
specified, any term referencing time, days, or period for performance shall be deemed calendar days
and not business days, provided, however that any deadline that falls on a weekend or holiday shall
be extended to the next business day of Reimbursed Parties. All references to Reimbursing Party
include all personnel, employees, agents, and contractors of Reimbursing Party, except as otherwise
specified in this Agreement. All references to Reimbursed Parties include their elected officials,
- . -appointed boards and -commissions, officers, employees, agents, and volunteers. The captions of -the - -
various paragraphs are for convenience and ease of reference only, and do not define, limit, augment,
or describe the scope, content, or intent of this Agreement.
15. Amendment; Modification. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing and signed by both Parties.
16. Waiver. No waiver of any default shall constitute a waiver of any other default or
breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service
voluntarily given or performed by a Party shall give the other Party any contractual right by custom,
estoppel, or otherwise.
17. Binding Effect. Each and all of the covenants and conditions shall be binding on and
shall inure to the benefit of the Parties, and their successors, heirs, personal representatives, or assigns.
This section shall not be construed as an authorization for any Party to assign any right or obligation.
18. No Third Party Beneficiaries. There are no intended third party beneficiaries of any
right or obligation assumed by the Parties.
19. Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal,
or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall
continue. in full force and effect.
20. Consent to Jurisdiction and Venue. This Agreement shall be construed in
accordance with and governed by the laws of the State of California. Any legal action or proceeding
brought to interpret or enforce this Agreement, or which in any way arises out of the Parties' activities
undertaken pursuant to this Agreement, shall be filed and prosecuted in the appropriate California
State Court in the County of Los Angeles, California. Each Party waives the benefit of any provision
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of state or federal law providing for a change of venue to any other court or jurisdiction including,
without limitation, a change of venue based on the fact that a governmental entity is a party to the
action or proceeding, or that a federal right or question is involved or alleged to be involved in the
action or proceeding. Without limiting the generality of the foregoing waiver, Reimbursing Party
expressly waives any right to have venue transferred pursuant to California Code of Civil Procedure
section 394.
21. Time is of the Essence. Time is of the essence with respect to this Agreement.
22. Counterparts. This Agreement may be signed in counterparts, each of which shall
constitute an original and which collectively shall constitute -one instrument.
23. Entire Agreement. This Agreement contains the entire agreement between the Parties
and supersedes any prior oral or written statements or agreements between the Parties with respect to
the subject matter of this Agreement.
[SIGNATURES OF PARTIES ON NEXT PAGE]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
Effective Date.
REIMBURSING PARTY:
REIMBURSING ARTIiES:
FARING CAPITAL, LLC, a Delaware
CITY OF N, a of '
mu ci
limited liability company
coipolatio
By:
By:
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Jas lloulian1haronL6`d&2ft-f4"rgV
kr
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CARSON RECLAMATION AUTHORITY, a
California joint powers authority
By:
J hn 6onUxecutive Director—,
s.
Gl "Jt
y
ATTEST:
By:
Donesia "G Ci City Clerk
ATTEn.
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Donesia Gause-Aldana, MMC
City Clerk, City of Carson
By:
Sunny K. Soltani, City Attorney /
Authority
Counsel
REIMBURSING PARTY SHALL PROVIDE REIMBURSED PARTIES WITH COPIES OF
APPROPRIATE DOCUMENTS EVIDENCING AUTHORITY OF SIGNATORIES TO
EXECUTE AND BIND REIMBURSING PARTY. REIMBURSING PARTY'S SIGNATURES
SHALL BE DULY NOTARIZED, AND APPROPRIATE ATTESTATIONS SHALL BE
INCLUDED AS MAY BE REQUIRED BY THE BYLAWS,_ ARTICLES OF
INCORPORATION, OR OTHER RULES UR REGULATIONS APPLICABLE TO THEIR
BUSINESS ENTITY.
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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 LOS ANGELES �Rh
On (2 I -B 2020 before me, r t �r q%sonally appearez,,"aw xJ [or ( �, proved to me on the
basis of satisfactory evidence to be the person whose names(* is/aK subscribed to the within instrument and
acknowledged to me that he/sake/tlley executed the same in hi&?w/their authorized capacity(1tis), and that by
his/11ed/tiyeir signature(.?�, on the instrument the person^ or the entity upon behalf of which the persons) acted,
executed the instrument.
1 certify under PENALTY OF PER.fURY under the laws ofthe State of California that the foregoing paragraph is hue
and correct.
WITNESS my a d and official seal. �`� ` ALEXANDER NATHAN SMITH 6
Signature. /V„.=._ o a COMM. #2182796 z
g Notary Public • California o
z Los Angelos Countjr
nnn. 0
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER
❑ INDIVIDUAL
❑ CORPORATE OFFICER
TITLES)
❑ PARTNER(S) ❑ LIMITED
❑ GENERAL
❑ ATTORNEY-IN-FACT
❑ TRUSTEE(S)
❑ GUARDIAN/CONSERVATOR
❑ OTHER
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
01007.0001/687751.1 LNL
DESCRIPTION OF ATTACHED DOCUMENT
TITLE OR TYPE OF DOCUMENT
NUMBER OF PAGES
DATE OF DOCUMENT
SIGNERS) OTHER THAN NAMED ABOVE
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 LOS ANGELES
On , 2020 before me, , personally appeared , proved to me on the
basis of satisfactory evidence to be the person(s) whose names(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:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could
prevent fraudulent reattachment of this form.
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
❑ INDIVIDUAL
❑ CORPORATE OFFICER TITLE OR TYPE OF DOCUMENT
TITLE(S)
❑
PARTNER(S) ❑ LIMITED
❑ GENERAL
❑
ATTORNEY-IN-FACT
❑
TRUSTEE(S)
❑
GUARDIAN/CONSERVATOR
❑
OTHER
SIGNER
IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES))
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NUMBER OF PAGES
DATE OF DOCUMENT
SIGNER(S) OTHER THAN NAMED ABOVE