HomeMy WebLinkAboutOrd 2021-3505ORDINANCE NO. 3505
ORDINANCE OF THE CITY OF CHULA VISTA APPROVING
THE SECOND AMENDMENTS TO THE DEVELOPMENT
AGREEMENTS BETWEEN THE CITY OF CHULA VISTA AND
HOMEFED VILLAGE III MASTER, LLC AND HOMEFED
OTAY LAND II, LLC AND OTAY LAND COMPANY, LLC
AND HOMEFED VILLAGE 8, LLC
I. RECITALS
A. Project Site
WHEREAS, the area of land that is the subject of this Ordinance is
diagrammatically represented in Exhibit A attached hereto and incorporated into
this Ordinance, and commonly known as Village 3 (Escaya), and for the purpose
of general description herein consists of 484.6 acres within the Otay Ranch Planned
Community (Project Site); and
B. Project; Application for Discretionary Approvals
WHEREAS, a duly verified application was filed with the City of Chula
Vista Development Services Department on May 29, 2020 by HomeFed Village
III Master, LLC/FlatRock Land Company, LLC (the “Applicant” or “Owner”)
requesting approval of the Village 3 and a Portion of Village 4 Sectional Planning
Area (SPA) Plan amendment to expand the boundary of the SPA to include parcel
R-20 (a.k.a. the “FlatRock” parcel) and rezone three parcels from professional &
office, medium residential and light industrial to “High Residential,” “Medium-
High Residential,” and “Medium-High Residential,” respectively, redistribute
residential unallocated, unused and transfer units (418 units) among Village 3
parcels; and
WHEREAS, due to proposed amendments in the expanded boundary,
proposed modifications in zoning and resulting increase in Village 3 units, therefore
require modifications to the Development Agreement between the City of Chula
Vista and HomeFed Village III Master, LLC and HomeFed Otay Land II, LLC
approved by Ordinance No. 2700 (City Clerk Document No. C097-014) and first
amendment on January 14, 2015, recorded as Document No. 2015-0015682 with
the San Diego County Recorder’s Office; and
WHEREAS, this action further requires modifications to the Development
Agreement between the City of Chula Vista and Otay Land Company, LLC and
HomeFed Village 8, LLC recorded on May 12, 1997, as Document No. 1997-
0219970 with the San Diego County Recorder's Office and first amendment on
October 15, 2014, recorded as Document No. 2014-0446474 with the San Diego
County Recorder’s Office; and
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C. Environmental Determination
WHEREAS, the City’s Director of Development Services has reviewed the
project for compliance with the California Environmental Quality Act (CEQA) and
determined that the Village 3 and a Portion of Village 4 project is substantially
covered in the previously certified Final Environmental Impact Report for the
University Villages EIR (FEIR 13-01) (SCH #2013071077) and that the FlatRock
parcel is substantially covered in the Otay Ranch Village 2, 3 and a Portion of 4
EIR (FEIR02-02) (SCH #2003091012), that only minor technical changes or
additions to FEIR 13-01 are necessary, and that none of the conditions described in
Section 15162 of the State CEQA Guidelines calling for the preparation of a
subsequent document have occurred; therefore, the Director of Development
Services has caused the preparation of an Addendum to FEIR 13-01 (IS20-0003)
for consideration; and
WHEREAS, the City Council has considered the Addendum and hereby
finds that the Addendum to the FEIR has been prepared in accordance with the
requirements of CEQA, and the Environmental Procedures of the City of Chula
Vista; and
D. Planning Commission Record of Application
WHEREAS, the Director of Development Services set the time and place
for a public hearing on the project, and notice of the public hearing, together with
its purpose, was given by its publication in a newspaper of general circulation in
the City, and its mailing to property owners within 500 feet of the exterior boundary
of the Project Site at least ten (10) days prior to the public hearing; and
WHEREAS, the Planning Commission held an advertised public hearing on
April 28, 2021 on the project to adopt Resolution MPA20-00017 recommending that
the City Council amend the Village 3 and a Portion of Village 4 SPA Plan, Tentative
Maps (TMs), Public Facilities Financing Plan (PFFP), Fiscal Impact Analysis (FIA)
and Development Agreements (DAs); and
WHEREAS, the proceedings and all evidence introduced before the Planning
Commission at the public hearing on the Project and the Minutes and Resolution
resulting therefrom, are incorporated into the record of this proceeding; and
E. City Council Record of Application
WHEREAS, the City Clerk set the time and place for a public hearing on the
project and notices of said hearing, together with its purposes given by its publication
in a newspaper of general circulation in the City, and its mailing to property owners
within 500 feet of the exterior boundaries of the Project Site at least ten (10) days prior
to the public hearing; and
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WHEREAS, the duly noticed and called public hearing on the Project was
held before the City Council in the Council Chambers in the City Hall, Chula Vista
Civic Center, 276 Fourth Avenue, to receive the recommendations of the Planning
Commission, and to hear public testimony with regard to the same.
II. NOW, THEREFORE, the City Council of the City of Chula Vista does hereby find,
determine and ordain as follows:
A. CONSISTENCY WITH GENERAL PLAN
The City Council finds that the proposed amendment to the Village 3 and a Portion
of Village 4 project (Village 3) SPA Plan and related documents are consistent with
the City of Chula Vista General Plan. The General Plan envisions Village 3 as a
vibrant transit-oriented mixed-use Village center serving the City and Otay Ranch
master plan community.
B. APPROVAL OF PROPOSED AMENDMENTS
The City Council hereby approves the Second Amendment to the Development
Agreement between the City of Chula Vista and HomeFed Village III Master, LLC
and HomeFed Otay Land II, LLC as represented in Exhibit B attached hereto and
incorporated herein by this reference and the Second Amendment to the
Development Agreement between the City of Chula Vista and Otay Land
Company, LLC and HomeFed Village 8, LLC as represented in Exhibit C attached
hereto and incorporated herein by this reference.
III. EFFECTIVE DATE
This ordinance shall take effect and be in full force on the thirtieth day from and after its
adoption.
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Ordinance No. 3505
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Presented by Approved as to form by
Tiffany Allen Glen R. Googins
Director of Development Services City Attorney
PASSED, APPROVED, and ADOPTED by the City Council of the City of Chula Vista,
California, this 13th day of July 2021, by the following vote:
AYES: Councilmembers: Cardenas, Galvez, Padilla, and Casillas Salas
NAYS: Councilmembers: None
ABSENT: Councilmembers: None
ABSTAIN: Councilmembers: McCann
Mary Casillas Salas, Mayor
ATTEST:
Kerry K. Bigelow, MMC, City Clerk
STATE OF CALIFORNIA )
COUNTY OF SAN DIEGO )
CITY OF CHULA VISTA )
I, Kerry K. Bigelow, City Clerk of Chula Vista, California, do hereby certify that the foregoing
Ordinance No. 3505 had its first reading at a regular meeting held on the 15th day of June 2021,
and its second reading and adoption at a regular meeting of said City Council held on the 13th day
of July 2021; and was duly published in summary form in accordance with the requirements of
state law and the City Charter.
Dated Kerry K. Bigelow, MMC, City Clerk
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7/29/2021
Exhibit A
Locator Map
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY OF CHULA VISTA
276 Fourth Ave.
Chula Vista, CA 91910
Attention: City Clerk
(Space Above For Recorder's Use)
SECOND AMENDMENT TO RESTATED AND AMENDED PRE-ANNEXATION
DEVELOPMENT AGREEMENT
This SECOND AMENDMENT TO RESTATED AND AMENDED PRE-ANNEXATION
DEVELOPMENT AGREEMENT (the "Second Amendment") is entered into and effective as of
______________________, 2021 (the “Effective Date”), by and between HOMEFED VILLAGE
III MASTER, LLC, a Delaware limited liability company and HOMEFED OTAY LAND II, LLC,
a Delaware limited liability company (the “Owner”) and the CITY OF CHULA VISTA, a political
subdivision of the State of California (the “City”).
RECITALS
A. On or about March 18, 1997, City and SNMB, LTD. entered into that certain
Amended and Restated Pre-Annexation Development Agreement ("Development Agreement") as
approved by the City of Chula Vista by Ordinance No. 2700 and on file with the Chula Vista City
Clerk’s office as Document No. C097-014.
B. SNMB, LTD. subsequently transferred its interest in the Development Agreement
to JJJ&K Investments Two, LLC, OV Three Two LLC and RR Quarry, LLC, which in turn
transferred its interests in the Development Agreement to SSBT LCRE V, LLC, a Delaware
limited liability company (“SSBT”). SSBT subsequently transferred its interest in the
Development Agreement to HomeFed Village III, LLC, a Delaware limited liability company,
which in turn transferred its interest in the Development Agreement to Owner. Said Owner’s
property being described on Exhibit A and Exhibit B attached hereto and incorporated herein by
this reference.
C. On or about December 16, 2014, City and Owner entered into that certain First
Amendment to Restated Amended Pre-Annexation Development Agreement recorded in the San
Diego County Recorder’s Office on January 14, 2015 as Document No. 2015-0015682.
D. The property subject to the Development Agreement is part of a master-planned
community subject to the Otay Ranch General Development Plan (“GDP”) and Village 3 North
and a Portion of Village 4 Sectional Planning Area (“SPA”) Plan, approved by the City in 2014
and amended in 2016 (“2016 SPA”), and commonly known as “Village 3 North.” Adjacent land
not subject to the Development Agreement is also part of the GDP and within the Villages 2, 3 and
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a Portion of Village 4 SPA Plan approved by the City in 2006 (“2006 SPA”) and commonly known
as the “FlatRock Parcel.”
E. City and Owner wish to further amend the Development Agreement as set forth
herein.
F. The City seeks to facilitate the creation of high-quality jobs and economic growth
within the SR-125 corridor through development of sites within the University Innovation District
SPA, Millenia (formerly Eastern Urban Center) SPA, the Otay Ranch Village 9 SPA, Otay Ranch
Village 8 East SPA and/or the Otay Ranch Village 10 SPA by attracting industries and businesses
that can accommodate high technology and large manufacturing businesses or academic,
institutional, and innovation-related businesses that contribute to the diversification and
stabilization of the local economy (“Economic Development Uses”).
G. The City also seeks to expedite the construction of much needed rental and for-sale
housing to respond to a broadly recognized shortfall of housing supply.
H. The Owner proposes to amend the Chula Vista General Plan and the Otay Ranch
General Development Plan (“GDP”) to change the existing General Plan land use designations on
portions of the property subject to the Development Agreement from Office & Professional to
Residential High and from Residential Medium to Residential Medium High designations.
Concurrently, the owner of the FlatRock Parcel proposes General Plan and GDP changes to the
existing designation on portions of its property from Research & Limited Industrial to Residential
Medium High. The Owner further proposes to amend the Village 3 North and a Portion of Village
4 Sectional Planning Area (“SPA”) Plan and two new tentative maps consistent with the GDP
described above. Collectively, these amendments and tentative maps (“Entitlements”) enable and
accelerate development of housing opportunities for City residents in newly established residential
neighborhoods with retail and community amenities. Owner is proposing to utilize existing,
unallocated, and unused units previously approved within Village 3 as well as previously approved
units to be transferred from Village 9 to Village 3. No new residential units are proposed.
I. Moreover, the Owner proposes a financial contribution to the City to be used
toward Economic Development Uses to advance City interests, addressed above, and serve the
public by attracting high-quality job producing businesses and educational anchor institutions.
J. The commitments of the Owner made in this Agreement allow the City to realize
significant economic, social, or other public benefits.
K. Unless otherwise defined herein, capitalized terms as used herein shall have the
same meaning as given thereto in the Development Agreement.
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants
hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Owner and City agree as follows:
1.Term. The following language shall be added after the phrase "twenty (20) years"
and before the phrase "(the term)" in the fourth sentence of Section 3 of the Development
Agreement:
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“from ______, 2021, the effective date of this Second Amendment.”
2.Owner’s Financial Contribution. Not later than ninety (90) days from the later to
occur of the following: (i) the date of written request of City following the Effective Date, and (ii)
the expiration of all applicable statutes of limitations within which to file legal challenges to the
Second Amendment, GDP and Entitlements concurrently approved by the City in connection
therewith, with no such legal challenges having been filed, Owner shall contribute one million
dollars ($1,000,000) to the City, which funds shall be used exclusively for Economic Development
Uses (the “Initial Contribution”). Thereafter, Owner shall contribute an additional three million
dollars ($3,000,000) to the City not later than thirty (30) days from the City’s written notice of the
sooner to occur of the following: (i) the City’s issuance of the 224th certificate of occupancy to
Owner for Otay Ranch Village 3, Neighborhood R-19, or (ii) the commencement of construction
of an Economic Development Use as defined above and enacted by an action of the City Council
(the “Remaining Contribution”). In any case, the Remaining Contribution shall not be paid to City
sooner than eighteen (18) months from the Effective Date. If the Remaining Contribution has not
been paid to City within thirty-six (36) months of the Effective Date, then the Remaining
Contribution shall accrue compound interest at a rate of two percent (2%) per annum, until the
date payment is remitted to the City. Any and all funds contributed to the City pursuant to this
Agreement, including interest accrued thereon, shall be used exclusively for Economic
Development Uses. Expenditures toward Economic Development Uses shall be at the City’s sole
and absolute discretion and shall be subject to approval of the Chula Vista City Council. City and
Owner agree that a minimum of one million dollars ($1,000,000) shall be used for the future
planning, engineering, or marketing costs associated with development of University and
Innovation District land.
3.No Further Modification. Except as set forth in this Second Amendment, all of the
terms and provisions of the Development Agreement shall remain unmodified and in full force
and effect.
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IN WITNESS WHEREOF, this Second Amendment to Restated and Amended
Pre-Annexation Development Agreement has been executed as of the day and year first above
written.
CITY OF CHULA VISTA, a political
subdivision of the State of California
By:
Mary Salas, Mayor
Attested By:
Kerry K. Bigelow, City Clerk
APPROVED AS TO FORM
Glen R. Googins, City Attorney
HOMEFED VILLAGE III MASTER, LLC, a
Delaware limited liability company
By:
Name:
Title:
HOMEFED OTAY LAND II, LLC, a
Delaware limited liability company
By:
Name:
Title:
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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 ______________________ )
On _________________________, before me, ,
(insert name of notary)
Notary Public, 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 (Seal)
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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 ______________________ )
On _________________________, before me, ,
(insert name of notary)
Notary Public, 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 (Seal)
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EXHIBIT “A”
-1-
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EXHIBIT “A”
-2-
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EXHIBIT “A”
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EXHIBIT “B”
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
CITY OF CHULA VISTA
276 Fourth Ave.
Chula Vista, CA 91910
Attention: City Clerk
(Space Above For Recorder's Use)
SECOND AMENDMENT TO RESTATED AND AMENDED PRE-ANNEXATION
DEVELOPMENT AGREEMENT
This SECOND AMENDMENT TO RESTATED AND AMENDED PRE-ANNEXATION
DEVELOPMENT AGREEMENT (Second Amendment) is entered into and effective as of
_______________, 2021, by and between OTAY LAND COMPANY, LLC, a Delaware limited
liability company, HOMEFED VILLAGE 8, LLC, a Delaware limited liability company,
FLATROCK, LAND COMPANY, LLC, a Delaware limited liability company (the “Owner”) and
the CITY OF CHULA VISTA, a political subdivision of the State of California (the “City”).
RECITALS
A. On or about May 12, 1997, City and The Otay Ranch, L.P., a California Limited
Partnership (the "Original Owner") entered into that certain Restated and Amended Pre-
Annexation Development Agreement (the “Development Agreement”) recorded in the San Diego
County Recorder's Office on May 12, 1997, as Document No. 1997-0219970.
B. Pursuant to sections 2.6, 15.1 and 16.1 of said Development Agreement, Owner
acquired its interest in portions of the property subject to the Development Agreement, said
property being described on Exhibit A and Exhibit B attached hereto and incorporated herein by
this reference.
C. On or about September 9, 2014, City and Owner entered into that certain First
Amendment to Restated and Amended Pre-Annexation Development Agreement recorded in the
San Diego County Recorder’s Office on October 15, 2014 as document no. 2014-0446474.
D. City and Owner wish to further amend the Development Agreement as set forth
herein.
E. Unless otherwise defined herein, capitalized terms as used herein shall have the
same meaning as given thereto in the Development Agreement.
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants
hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Owner and City agree as follows:
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1.Term. The following language shall be added to the end of the last sentence of the
first full paragraph of Section 3 of the Development Agreement:
"from ______, 2021, the effective date of this Second Amendment.”
2.No Further Modification. Except as set forth in this Second Amendment, all of the
terms and provisions of the Development Agreement shall remain unmodified and in full force
and effect.
IN WITNESS WHEREOF, this Amendment has been executed as of the day and year first
above written.
CITY OF CHULA VISTA, a political
subdivision of the State of California
By:
Mary Salas, Mayor
Attested By:
Kerry K. Bigelow, City Clerk
APPROVED AS TO FORM
Glen R. Googins, City Attorney
OTAY LAND COMPANY, LLC, a Delaware
limited liability company
By:
Name:
Title:
HOMEFED VILLAGE 8, LLC, a Delaware
limited liability company
By:
Name:
Title:
FLATROCK LAND COMPANY, LLC, a
Delaware limited liability company
By:
Name:
Title:
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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 ______________________ )
On _________________________, before me, ,
(insert name of notary)
Notary Public, 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 (Seal)
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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 ______________________ )
On _________________________, before me, ,
(insert name of notary)
Notary Public, 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 (Seal)
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EXHIBIT “A”
-1-
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EXHIBIT “A”
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EXHIBIT “A”
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EXHIBIT “A”
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EXHIBIT “A”
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EXHIBIT “A”
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EXHIBIT “A”
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EXHIBIT “A”
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EXHIBIT “B”
-1-
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