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HomeMy WebLinkAbout1998-03-16 City Council (47)TO: FROM: City City of Palo Alto Manager’s Report HONORABLE CITY COUNCIL CITY MANAGER DEPARTMENT: PUBLIC WORKS 5 DATE: SUBJECT: MARCH 16, 1998 CMR:165:98 APPROVAL OF ADDENDUM NO. 6 TO THE WATER QUALITY CONTROL PLANT PARTNERS’ BASIC AGREEMENT TO: INCREASE THE ANNUAL ONGOING CAPITAL IMPROVEMENT BUDGET CAP; DEFINE PARTNER OBLIGATIONS WITH REGARDS TO REIMBURSING PALO ALTO FOR COSTS FOR INCINERATOR REHABILITATION REPORT IN BRIEF Following Council’s direction to proceed with the financial planning for the rehabilitation of the RWQCP’s incinerators, staff is submitting Addendum No.6 to the Partners’ agreement for Council’s approval. The RWQCP partners (the cities of Palo Alto, Mountain View, and Los Altos) are responsible for financing the project. The financial advisor and Partners’ staff recommend that the project be bond funded to spread the cost to ratepayers over a number of years. The City of Palo Alto will be the lead agency in issuing the debt. The addenduni to the Partners’ agreement is needed prior to bond sale to.clarify the financial obligations among the Partner agencies. The addendum also increases the cap for the ongoing capital improvement budget. The- existing cap is ambiguous and is based on the original value of the RWQCP. The capital improvement program will continue to be reviewed by the Partner agencies prior to approval by Palo Alto City Council. CMR:165:98 Pa~e 1 of 5 - RECOMMEI~DATION Staff recommends that Council: Direct staff to proceed with the necessary steps to obtain bond financing for rehabilitating the incinerators at the Water Quality Control Plant (RWQCP). Bond financing would occur concurrently with the beginning of construction, approximately August 1999. Prior to the bond sale, staff will return to Council for approval of the bond documents. Approve and authorize the Mayor to execute Addendum No. 6 to the Basic Partners Agreement between the City of Palo Alto, the City of Mountain View, and the City of Los Altos. Addendum No. 6 increases the annual budget cap for ongoing capital improvements, and defines Partner obligations to reimburse Palo Alto for the future costs of debt service for bond financing of RWQCP incinerator rehabilitation project. BACKGROUND The City disposes of solid wastes treated by the RWQCP by means of incineration. In May 1996 (CMR:278:96), Staff reported to Council that a recent study had concluded "the incinerators (at the Plant) have reached the end of their economic life, and that major rehabilitations are required if the RWQCP is to continue with incineration." Council approved staff’s selection of the consulting firms CH2M Hill and Kennedy Jencks to prepare a Solids Facility Plan (Plan) for the RWQCP. The Plan examined the issues and solutions for continued use of incineration, and evaluated other technologies that replace incineration. In May 1997, staff returned to Council (CMR:236:97) with the results of the Plan. The Plan was approved by Council, and included: A two-phase project to rehab.ilitate the existing incienerators immediately, and in ten years potentially add a dryer for peak loads if and when needed. Direction for staff to proceed with financial planning to implement the incinerator rehabilitation. Direction to obtain Partners’ approval of the necessary addendum to the existing Partners’ agreement and financial package needed to implement the Plan. The Partners’ Agreement was originally written in 1968, and has been amended five times to date. Changes are needed to clarify various financial obligations now that the City of Palo Alto is preparing to rehabilitate the RWQCP. CMR: 165:98 Page 2 of 5 DISCUSSION Staff met several times with the partner agencies staff to discuss the funding of the project, and has obtained the advice of a financial advisor, Stone and Youngberg. The financial advisor and Palo Alto’s outside counsel attended two meetings with the Partner agencies’ staff. Given the size of the improvements, and the need to spread the cost to ratepayers over a number of years, and given the varying levels of wastewater financial reserves currently available to the different Partner cities, staff recommends that the improvements be bond funded. As has been done in a previous debt issuance in early 1980, staff recommends that the City of Palo Alto, as the operator of the RWQCP, be the lead agency in issuing the debt. This approach was unanimously agreed to by the staff from all Partner agencies. Staff anticipates selling bonds prior to construction, approximately May 1999. Palo Alto has sufficient funds in its Wastewater Treatment Fund reserve for the design itself, and will be reimbursed from bond proceeds later. The attached Addendum requires that the Partner agencies reimburse Palo Alto for their share of the bond costs, including the front design costs, over the life of the bonds. The approximate cost for the design is $700,000, and is included in the proposed FY 1998-99 capital budget for the Wastewater Treatment Fund. In order to clarify the financial obligations among all Partner agencies, staffhas worked with the City Attorney’s Office and outside counsel to amend the current Partner’s agreement. That addendum is attached to this report and is being submitted to Council for approval. Staff from the other Partner agencies are also taking this addendum to their respective Councils concurrently. Major provisions of the addendum include the following: The revision of the annual capital improvement budget cap for ongoing repair and replacement. It will now be set at a base level of $1.9 million for 1998-99, and will be adjusted annually by the Consumer Price Index (CPI). The existing cap is ambiguous, and is based on the original value of the RWQCP. This change is needed to provide for more budget flexibility in the future. The annual capital improvement program will continue to be reviewed by staff from each Partner agency prior to submission to the Palo Alto City Council. Authorization for the City of Palo Alto to implement the Solids Facility Plan, lncluding rehabilitation of the incinerators. Each Partner city is responsible to pay Palo Alto for its proportionate share of the rehabilitation. o Authorization for the City of Palo Alto to issue debt to pay for the rehabilitation, and requiring the Partners to pay Palo Alto for their proportionate share of the debt service. CMR:165:98 Page 3 of 5 Because Palo Alto will issue the debt, it must covenant in its bond documents to raise sufficient revenues to meet annual debt service requirements. All of the requirements below are legal commitments that the Partners are making to each other, and are consistent with the legal commitments Palo Alto will have to make in its bond documents in order to issue debt. a) b) In order to protect the City of Palo Alto, and to reassure potential investors, the Partner agencies are required by this addendum to raise sewer revenues sufficient to pay their share of the debt service to Palo Alto in the future. These clarifications will make the debt less risky to investors, and therefore will help the City of Palo Alto obtain the highest rating it can get for the bonds. This will lower the interest rate, and therefore will lower the financing costs for the bonds. Based on discussions with Stone and Youngberg, staff expects that the bonds can be sold at around a double A rating. Specifies that while the bonds are to be issued by Palo Alto, the Partners will reimburse Palo Alto annually for an amoun-(equal to their share of the debt service. c)Defines the annual Parmer obligations to Palo Alto as special obligations payable "solely from the net revenues" of the Partners’ sewer systems. (The obligations are therefore not general obligations of the Partner cities). d) e) States that the obligations of Mountain View and Los Altos are unconditional until the time that debt service is paid off. Obligates the cities of Mountain View and Los Altos to collect sufficient sewer revenues to pay for at least 1.25 times the annual debt service requirement. g) Clarifies that for as long as this debt is still outstanding, no party may issue sewer bonds for its own City that are superior in credit obligation to this debt obligation. Parity debt, or debt equal in stature to creditors to this debt may be issued provided that the Partner city continues to collect revenues at least 1.25 times its total level of debt service. Clarifies that revenue growth due to sewer expansions by Partner cities, such as a new development, may be counted towards the revenue requirement of 1.25 times debt service. Clarifies that neither Mountain View nor Los Altos are liable for each other’s obligations to Palo Alto. RESOURCE IMPACT Funds for the capital improvements are being proposed in the 1998-99 Wastewater Treatment capital improvement budget. 1998-99 funding includes $700,000 for design, and future years’ capital budgets will include construction dollars. Those dollars and design costs, will CMR: 165:98 Page 4 of 5 be reimbursed out of bond proceeds in approximately August 1999. Capital expenditures for design and construction are estimated to cost a total of approximately $6.2 million. ENVIRONMENTAL REVIEW On February 23, 1998, Council approved the Negative Declaration and the project to rehabilitate the RWQCP’s incinerators, CMR: 141:98. TIMELINE Attached is a rough timeline for the project: City Councils of Partner cities approve addendum Palo Alto awards design contract Final design completed Sell bonds Begin construction Finish construction on incinerators March 1998 April 1998 February 1999 August 1999 August 1999 August 2001 POLICY IMPLICATIONS The recommendation of this staff report is consistent with City policies. ATTACHMENTS Addendum No. 6 to Basic Agreement PREPARED BY:Bill Miks, Manager RWQCP Jim Steele, Manager Investments and Debt DEPARTMENT HEAD: Glenn S. :l~berts, Directo_r o~P.~ublic Works Melissa " ~)gr of Administrative Services CITY MANAGER APPROVAL: CMR: 165:98 Page 5 of 5 ADDENDUM NO. 6 TO BASIC AGREEMENT BETWEEN THE CITY OF PALO ALTO, THE CITY OF MOUNTAIN VIEW AND THE .CITY OF LOS ALTOS FOR ACQUISITION, CONSTRUCTIO~ AND MAINTENANCE OF A JOINT SEWER SYSTEM This Addendum No.’ 6 to Basic Agreement is made and entered into on , 1998, by and ~mong the CITY OF PALO ALTO ("Palo Alto"), the CITY OF MOUNTAIN VIEW ("Mountain View"), and the CITY OF LOS ALTOS ("Los Altos") (individually, "Party~, and collectively, ~ the "Parties") , all municipal corporahions under the laws of the State of California. i. The Parties have entered into an agreement for the acquisition, construction, and maintenance of a joint sewer system ("Joint Sewer"), executed on October I0, 1966, and as amended from time to time ("Basic Agreement"). The Basic Agreement has been amended five times-on 1977, 1980, 1985, 1990 and 1992, respectively (collectively, "Addenda"). 2, Palo Alto is the administrator of the Joint Sewer and is responsible for capital additions. Under the Basic Agreement and Addenda thereto, capital additions for the replacement of obsolete .or worn-out units or minor capital additions to improve the efficiency of the plant operations shall not exceed two percent (2%) of the total capital investment in any one year, except with the prior written approval of the Parties hereto. 3. .The Solids Management Study of June 1995 prepared by Carollo Engineers concluded that the incineration facility needs to be rebuilt or replaced. The Solids Facility Plan of May 1997 ¯ prepared by CH2M HILL recommended a two-phase project to reb~ild the existing incineration facility portion of the Joint Sewer. The Parties desire to implement the recommended project, and, accordingly, hereby revise the Basic Agreement and the Addenda thereto, to provide for the rehabilitation of the incinerator facility portion of the Joint System, and ±ncrease the total capita! investment in capital additions. 980304 NOW, THERgFORE, in consideration of the terms, conditions and covenants set forth in this Addendum Noo ~ to Basic Agreement, the Basic Agreement is hereby amended as follows: $~F~¢TION i, Subparagraph 8(e) is hereby amended in its entirety to read as follows: 2 "8 .SHAR,,~NG OF COSTS OF AC_O,UI$1TION .....CONSTRUCTION. MODIFICAT~O.~._~AND REHABILITATION OF THE JOINT _~=~J. (e) Capital additions for the replacement of obsolete or worn-out units, or minor capital additions to improve the efficiency of the plant operations, shall not exceed the amount specified for the base year adjusted annually in accordance with the Consumer Price Index-Urban Wage Earners and Clerica! Workers for the San Francisco-oakland-San Jose area ("CNI"). The base year shall be fiscal year 1998-1999. The capital addition amount for the base year is set at 1.9 million dollars. The CPI for the twelve (12) months prior to July’of each fiscal year shall be used to calculate the adjusted.capital addition cost for the following fiscal year." SECTION 2. Paragraph 36 is hereby added to the Basic Agreement to read as follows: ’~36. IMPSEME TATiO!L__0_K THE SOLIDS FAC[J~..~TY PLAN.~ PALO ALTO, MOUNTAIN VIEW, and LOS ALTOS approve a two-phase project to immediately rehabilitate the incinerators as soon as possible and add a dryer for peak loads in approximately ten (i0) years in accordance with the Solids Facility. Plan prepared by CH2M Hill, consulting engineers. The funding for the incinerator rehabilitation will be developed as soon as possible by each of the Parties, while the funding for the dryer will be deferred until needed.’ As determined by each Party, each Party shall proceed to pay for the rehabilitation of the incinerators in proportion as the Parties own capacity in the Joint System or portion thereof as shown in Exhibit "H". If the Parties intend to defray the costs of rehabilitation through Palo Alto’s issuance of debt for the rehabilitation, the Parties shall pay to Palo Alto their Proportionate Share of Debt Service in accordance with Addendum 4 of the Basic Agreement, as revised by Section 3 of this Addendum SECTION ~. Section 5 of Addendum 4 to the Basic ANreement is hereby amended in its entirety to read as follows: "(a) ~_~initions. For purposes of this Section 5, the following capitalized terms shall have the meanings set forth below. ’Bond Documents’ means the bond resolutions, indentures, t~ust agreements, installment sale agreements or other documents under which Bonds are issued.~ ’Bonds’means bonds, installment sale agreements or other obligations already issued or to be issued by the City of Palo Alto to finance improvements, additions or ex.tensions to the Joint System, payable from the ’Net Revenues’, as defined in th~ Bond Documents. ’Debt Service’ means, for any period in question, the sum of the debt service on the Bonds due and payable in such period. ’Gross Revenues’ means all gross income and revenue received by either Mountain View or Los Altos from the ownership and operation of its Sewer System, including, without limiting the generality of the foregoing, (a) all income, rents, rates, fees, connection fees, charges or other moneys derived from the services, facilities and commodities sold, furnished or s~plied through the facilities of its Sewer System, (b) reserves on deposit in the sewer utility enterprise fund of Mountain View or Los Altos, as ’appropriate, including unrestricted cash available and (c) the earnings on and income derived from the investment of such income, ren£s, rates, fees,~ charges or other moneys to the extent that the use of such earnings and income is limited by or pursuant to the law to its sewer System (including interest earnings on reserves); ’provided, however, that the term ’Gross Revenues’ shall not include customers’ deposits or any other deposits subject to refund until such deposits have become the property of Mountain View or Los Altos, as appropriate. ’Joint System’ has the meaning given to said term in the Basic Agreement. ’Net Reve~es’ means Gross Revenues less Operation and Maintenance Expenses. ’Operation a~dMaintenance Expenses’ means all expenses and costs of ~anagement, operation, maintenance and repair of a Sewer System, but excluding debt service or other similar payments on parity Debt or other .obligations and depreciation and obsolescence Charges or reserves therefor and amortization of intangibles or other b0okkeepi~g entries of a similar nature, and any expense classified as discretionary by Mountain View or Los Altos to the operation of its Sewer System. ’Parity Debt’ means bonds, indebtedness or other ob!ig~tions (including leases and installment sale agreements) hereafter issued’or incurred by Mountain View or Los Altos and secured by a pledge of and.lien on Net Revenues equally arid ratably with Mountain View’s or ’Los Altos’s Proportionate Share of Debt -Service. ’Party’ means the City of Palo Alto, Mountain View or Los Altos. ’Parties".means the Cities of Palo Alto, Mountain View and Los Altos. ’Proportionate Share’ has the meaning given to said term in the Basic Agreement. ’Sewer System’ means any and all properties and assets, real and personal, tangible and intangible, of Mountain View or Los Altos, now or hereafter existing, used or pertaining to the disposal or reuse of wastewater, including sewage treatment plants, intercepting and collecting sewers, outfall sewers, force mai,]s, pumping stations, ejector stations, pipes, valves, machinery and all other appurtenances necessary, useful or convenient for the collection, treatment, purification or disposal of sewage, and any necessary lands, rights of way and other real or personal property ~seful in connection therewith, and all additions, extensions, expansions, improvements and bettermenZs thereto and equippings thereof. ’Subordinate Debt’ means indebtedness or other obligations (including leases and installment sale agreements) he~eafter issued or incurred by Mountain View or Los Altos and secured by a pledge of and lien on Net Revenues subordinate to the obligation of Mountain View or Los Altos to pay its Proportionate Share of Debt Service. " (b) Issu~nce__Q]. Bonds by Pa/o~Alto; Speq.~%l Obliaat~_n,ns _ .of Mountain Yiew and Los_Altos. Palo Alto has issued Bonds to finance the Joint System, and expects to issue Bonds in the future to financ~ improvements to the’Joint System. Under the Bond Documents, Palo Alto is obligated to pay 100%.of the Debt Service. In consideration of the issuance and payment of the Bonds by Palo Alto to finance the Joint system, Mountain View and Los Altos agree to pay their proportionateShare of Debt Service, payable solely from Net Revenues, as hereinafter proyided. 5 Mountain View,s and Los Altos’s obligation to pay their Proportionate Share of Debt Service shall be a special obligation limited solely to Net Revenues. Under no circumstances shall Mountain View or Los Altos be required to’ advance any moneys derived from any source of income other th~n the Net Revenues ani ~ther sources specifically identified here~n for the payment of their’ Proportionate Share of Debt Service, nor shall any other funds or prcpert.y of Mo~ntain View or Los Altos be liable for the payment of their Proportionate Share of Debt Service. The obligation of Mountain View and Los Altos to pay their Proportionate Share of Debt Service from Net Revenues and to perfor~ and observe the other agreements contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of set-off, counterclaim or recoupment arising out of any breach of ~ Party of any obligation to another Party or otherwise with respect to either of thei~r~Sewer systems, whether hereunder or otherwlse, or out of indebtedness or liability at any time owing ~o Mountain View or Los Altos by another Party. Until sllch time as all of the Debt Service shall have been fully paid or prepaid, Mountain View and Los Altcs (a) will not suspend, abate, or discontinue any payments provided for herein, (b) will perform a:id observe all other agreements contained in this Agreement, and (c) wi.ll not terminate this Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constit~te failure of consideration, eviction or constructive eviction, destruction of or damage to their Sewer Systems, the taking by eminent domain of title to or temporary use of any or all of either of their Sewer Systems, commercial frusSration of purpose, any change i~l th~ tax or other laws of the united States of America or of the State or any political subdivision of either thereof or any failure of a Party to perform and observe any agreement, wheZher express or i~Iplied, or any duty, l±ability or obl±gation arising out of or connected with this Agreement, " (c) Pledge of .Net Revenues. (i) Pledge of Net Revenues. Mountain View and Los Altos hereby agree that the payment of their Proportienate Share of Debt Service shall be secured hy a pledge, charge and first and prior lien upon their Net Revenues, and Net Revenues sufficient to pay their proportionate Share of Debt Service as the same becomes due and payable are hereby pledged, charged, assigned, transfegred and. set over by Los Altos an/ Mounta£n View to Palo Alto and assigns for the purpose of securing payn~ent of their Proportionate Share of Debt Service. The Net Revenues shall constitute a trust fund for the security and payment ~o£ Mountain View’s and Los Altos’s Proportionate Share of Debt Service, (ii) Release from Lien. Following the payments by N3untain View and Los Altos to Palo Alto o~ the±r Proportionate 5hnre of Debt Service, Net Revenues in excess of amounts reqtlired for the payment of such Proportionate Share of Debt Service, in that Fiscal Year, shall bereleased from the lien of this Agreement an~ shall be available for any lawful purpose of Mountain View or Los Altos, as applicable. "(d} ~a~e Covenant. Mountain View and Los Altos hereby covenant that they shall p[escribe, revise and collect such charges for the services and facilities of their respective Sewer Systems which, after allowances for contingencies and error in the estimates, shall produce Gross Revenues sufficient’in each Fiscal Year to provide Net Revenues equal to 1.25 times ’(i) their Proportionate Share of Debt Service co~ling due and payable during such Fisca! Year, and (ii) all payrnents required with respect to Parity Debt. "(e) (i) No obligations Superior to Debt Service. In order to protect further the availability of the Net Revenues and the security for the D~bt Service, Mountain View and Los Altos hereby agree that they shall not, so long as any Bonds are outstanding, issue or incur any obligations payable from Gross Revenues or Net Revenues superior to their obligation to pay their Proportionate Share of Debt Service. (ii) Parity Debt. Mountain View and Los Altos further covenant that, except for obligations issued or incurred to refund any obligations secured by Net Revenues, they shall not issue or incur any Parity Debt unless: (A)The Party proposing to issue the Parity Debt is not in default under the terms of this Agreement; and Net Revenues, calculated on sound accounting principles, as shown by the books of the Party proposing to issue 7 the Parity Debt, for the latest Fiscal Year or any more recent twelve (12) month period selected by the Party proposing to issue the Parity Debt ending not more than sixty (60) days prior to the adoption of the resolution pursuant to which instrument such Parity Debt is issued or incurred, as shown by the books of the Party proposing to .issue the Parity Debt, shall have imounted to at least I.~5 times such Party’s maximum Proportionate Share of Debt Service, plus, maximum annual debt service on such Party’s Parity Debt coming due and payable in any future Fiscal Year. (iii) Adjustment to Net Revenues. Either or both of the following items may be added to such Net Revenues for. the purpose of applying the .restriction contained in subsection (ii) (B) of this subsection (e): An allowance for revenues from any additions to or improvementm or extensions of the Sewer System to be constructed with the proceeds of such additional obligations, and also for Net Revenues from any such additions, improvements or extensions which h~ve been constructed from any source of funds but which, during all or any part.of such Fiscal Year, were not in service, all in an amount equal to estimated additional average annual Net Revenues to be derived from such additions, improvements and extensions for the first 36-month period following issuance of the ~proposed Parity Debt, all as shown by the mertificate or opinion of a qualified ~ndependent consultant en~ployed by Mountain View o~ Los Altos, as appropriate. An allowance for earnings arising from any~ increase in the charges made for service from the Sewer System which has become effective prior to the incurring ~f such additional obligations but which, during all or any part of such Fiscal Year, was not in effect, in an amount equal to !00% of the amount by which the Net. Revenues would have been increased if such increase in charges had been in effect during tile whole of such Fiscal Year and any period prior to the incurring of such additional obligations, as shown by the certificate or opinion of a qualified independent consultant employed by Mountain View or Los Altos, as appropriate, or upon the mutual agreement of the other parties. (iv) Subordinate Debt. Mountain View and Los Altos may issue~or incur Subordinate Debt so long as it is not in default hereunder or under any Parity Debt. "(f) Compliance W~th Law. The Parties agree that they shall co[~ply with provisions of the Constitution and laws of th~ State of California, ~ncluding specifically Article XIIIC and Article XIIID of the California Constitution. In the event a Party fails to comply with the foregoin~ covenant, any other Party may bring an action against the Party in breach, and seek all remedies available at law or in equity, including specific performance. Neither Mountain View nor Los Altos shall be.liable for the debts or obligations of another Party pursusnt to this Section 5, and nothing contained in this Section 5 is intended, nor shall. it be interpreted, to create joint mnd several liability of Mo~ntgin View or Los A].tos." ~.ECTION 4, Except as herein modified, the Basic Agreement and all A4denda thereto shall remain unchanged, and ti~ey are hereby ratified and confirmed. // ÷ (z~030.; 1~¢ 00~ 1915 II II II IN WITNESS WHZRZOF, the parties have by their duly authorized representatives executed this Amendment oll the date first above written. ATTEST:CITY OF PALO ALTO City Clerk APPROVED AS TO FOR!4: Mayor Senior Asst. City Attorney APPROVED: Assistant City Manage~ Director of Public Works ActinH Director of Administrative Services Kisk ManaHer ATTEST:CITY OF MOUNTAIN VIEW City Clerk APPROVED AS TO FORM: City Attorney City Manager APPROVED AS TO CONTENT: Public Services Directcr i0 FINANCIAL APPROVAL~ Finance and Administrative Services Director ATTEST:C~TY OF LOS ALTOS City Clerk APPROVED AS TO FORM: City Manager APPROVED AS TO CONTENT: City Attorney Director of Public Wmrks CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF COUNTY OF On _, before me, a notary’ public in and for said County, personally appeared , personally known to me(or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within i~strument, and4 , ackn°wledged, to me that he/she/they executed the same inhls/her/th~ir authorized capacity(ies), and that by his/her/their signature(s) on the instrument th~ person(s), or the entity upon behalf of which the~person(s] acted, executed the instrument. WITNESS my hand and official seal. ii CERTIFICATE OF ACKNOWLEDGMENT (civil Code § 1189) STATE OF COUNTY OF On ,, before me, , a notary public in and for said County, personally appeared , personally known to me (or 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 hhe instrument, WITNESS my hand and official seal, CEKTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF ) COUNTY OF ) , before me, , a notary public in and for said County, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument, snd acknowledged, to me that he/she/they executed the ~ame 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. WITNESS my hand and official seal. 13