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HomeMy WebLinkAboutCDC/2004-05 -I' . RESOLUTION NO. CDC/2004-S 2 3 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING THE DISPOSITION OF CERTAIN REAL PROPERTY LOCATED AT 145 NORTH SIERRA WAY, CITY OF SAN BERNARDINO, BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") PURSUANT TO THE TERMS OF THAT CERTAIN MEADOWBROOK SINGLE FAMILY RESIDENTIAL GRANT DEVELOPMENT AGREEMENT, DATED FEBRUARY 3, 2003 BY AND BETWEEN THE AGENCY AND ANR INDUSTRIES, INC (MEADOWBROOK HOUSING PROJECT) 4 5 6 7 8 9 WHEREAS, the Redevelopment Agency of the City of San Bernardino ("Agency") is a 10 public body and politic, exercising governmental functions and powers and organized and 11 existing under Chapter 2 of the Community Redevelopment Law of the State of California 12 (Health and Safety Code Section 33020, et seq.); and WHEREAS, the Agency owns real property located at 145 North Sierra Way (APN: 0135-292-01) (the "Property") which will be developed with a new single family home by ANR 13 14 15 Industries, Inc. ("Developer") per the Meadowbrook Single Family Residential Grant Agreement approved by the Community Development Commission on February 3, 2003 (the 16 17 "Agreement"); and 18 WHEREAS, the Agency wishes to transfer the Property to a Qualified Homebuyer (not 19 more than 115% of the Area Median Income) for the purpose of providing affordable housing consistent with the provisions of the Redevelopment Plan for the IVDA Redevelopment Project 20 21 Area, and 22 WHEREAS, the Agency has prepared and published a public notice in The San 23 Bernardino County Sun Newspaper on January 19 and January 26, 2004 regarding the development and disposition ofthe Agency Property to a Qualified Homebuyer, and 24 25 /II -1- P:\Agendas\Resolutions\Resolutions\2004\04-02-02 ANR Meadowbrook CDC Reso B.doc .1 CDC/2004-5 2 WHEREAS, the Property will be developed with a new single family home ("Completed New Agency Home") by the Developer, which said Completed New Agency Home will be sold to a Qualified Homebuyer, as designated by Developer, for an amount which 3 4 does not exceed the actual Net Development Cost ($236,792) for the Completed New Agency 5 Home as confirmed by the Net Development Cost Certificate by the Developer, including the 6 cost paid by the Agency for the Property ($25,000) ("Fair Market Value"), which was based 7 upon the Developer's written budget for the improvement of the Completed New Agency 8 Home, pursuant to the terms of that certain Agreement between Agency and Developer; and 9 WHEREAS, pursuant to Section 33433(c), the Agency may transfer the Property subject 10 to the legislative body adopting a Resolution authorizing the Agency to transfer said Property to a Qualified Homebuyer, and furthermore, the Agency is exempt from preparing the Summary 11 Report pursuant to Section 33433 (a) (2) (A) because the transfer involves the disposition of a 12 small housing project as defined in Section 33013; and 13 WHEREAS, upon approval of the disposition of the Property, the Agency shall also 14 authorize the execution of the Agency License Agreement (Exhibit "B" of the Agreement) 15 pursuant to Section 2.02, "Disposition of Agency Lot," of the Agreement. 16 NOW, THEREFORE, THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO DOES HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS: 17 18 19 Section 1. On February 2, 2004, the Community Development Commission 20 conducted a full and fair joint public hearing with the Mayor and Common Council of the City of San Bernardino relating to the disposition of the Property to a Qualified Homebuyer in order to effectuate the provisions of the approved Agreement. The minutes of the City Clerk shall 21 22 23 include a record of all communication and testimony submitted to the Mayor and Common 24 Council and the Community Development Commission by interested persons relating to the 25 joint public hearing. -2- P:\Agendas\Resulutions\Resolutions\2004\04-02-02 A!'\R Meadowbrouk CDC Reso B.doc -I. CDC/2004-5 Section 2. The Executive Director of the Agency ("Director") is hereby authorized 2 and directed to transfer to a Qualified Homebuyer the Agency Property on behalf of the said 3 Commission in order to effectuate the provisions of the approved Agreement and is further 4 authorized to execute the Agency License Agreement. 5 Section 3. The Director is authorized to make changes to the Agreement and the 6 Agency License Agreement, provided said changes are not substantive in nature and do not 7 increase the Agency's financial contribution to the project, and as approved by Agency 8 Counsel. 9 Section 4. The Community Development Commission hereby finds and determines 10 that no further environmental review of the disposition of the Property pursuant to the 11 Agreement is necessary at this time under the California Environmental Quality Act (CEQA). The Resolution shall become effective immediately upon its adoption. Section 5. 12 III 13 III 14 III 15 III 16 III 17 III 18 III 19 III 20 III 21 III 22 III 23 III 24 III 25 III -3- P:\Agendas\Resolutions\Resolutions\2004\04-02-02 ANR Meadowbrook coe Reso B.doc "" CDC/2004-5 2 A RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING THE DISPOSITION OF CERTAIN REAL PROPERTY LOCATED AT 145 NORTH SIERRA WAY, CITY OF SAN BERNARDINO, BY THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") PURSUANT TO THE TERMS OF THAT CERTAIN MEADOWBROOK SINGLE FAMILY RESIDENTIAL GRANT DEVELOPMENT AGREEMENT, DATED FEBRUARY 3, 2003 BY AND BETWEEN THE AGENCY AND ANR INDUSTRIES, INC (MEADOWBROOK HOUSING PROJECT) 3 4 5 6 7 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the 8 Community Development Commission of the City of San Bernardino at a j t. reg. meeting 9 thereof, held on the 2nd day of February , 2004, by the following vote to wit: 10 Commission Members: Ayes Nays Abstain Absent 11 ESTRADA X 12 LONGVILLE X - MCGINNIS X 13 DERRY X 14 - SUAREZ X - 15 ANDERSON X - 16 MC CAMMACK X 17 18 19 The foregoing resolution is hereby approved this ,')7H day of February ,2004. 20 24 , alles, Chairperson C ' unity Development Commission o t e City of San Bernardino '~ 21 22 23 By: 25 -4- P:\Agendas\Resolutions\Resolutions\2004\04-02-02 ANR Meadowbrook CDC Reso H.doe CDC/2004-5 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 2003 LICENSE AGREEMENT PERMITTING LIMITED ENTRY FOR AFFORDABLE HOUSING REHABILITATION WORK AND REAL ESTATE SALES AND MARKETING TO QUALIFIED HOMEBUYERS THIS LICENSE AGREEMENT PERMITTING LIMITED ENTRY FOR AFFORDABLE HOUSING REHABILITATION WORK AND REAL ESTATE SALES AND MARKETING TO QUALIFIED HOMEBUYERS (this "License Agreement") is dated as of February 2,2004, by and between Meadowbrook Park Homes, Inc., a California corporation (the "Participant") and the Redevelopment Agency of the City of San Bernardino (the "Agency"), and is entered into with respect to the facts set forth in the Recitals: RECITALS 1. This License Agreement affects certain improved property owned by the Agency situated at 145 North Sierra Way, San Bernardino, California (the "Agency Lot"). A legal description of the land on which the Agency Lot is located is attached hereto as Exhibit "A". 2. The Participant and the Agency have entered into an agreement entitled "Meadowbrook Single Family Residential Grant Development Agreement" dated as of February 3, 2003 (the "Meadowbrook Agreement") and the Participant has delivered its Notice of Intention to Rehabilitate and Resell dated February 3, 2004 to the Agency with respect to the Agency Lot and the Participant and the Meadowbrook Agreement provides for the Participant (referred to as the "Developer" in the Meadowbrook Agreement) to perform the Work as this terms is defined below, on the Agency, subject to the terms of this License Agreement. IN CONSIDERATION OF THE MUTUAL PROMISES OF THE PARTIES SET FORTH IN THIS LICENSE AGREEMENT AND OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTICIPANT AND THE AGENCY HEREBY AGREE, AS FOLLOWS: Section 1. Definitions. In addition to the definitions of certain words set forth in the Recitals, the Meadowbrook Agreement or elsewhere in this License Agreement, the following words or phrases shall have the meanings set forth below: . Completed New Agency Home. The term "Completed New Agency Home" refers to the New Home, as designed, constructed and installed by the Participant and ready for occupancy by the Qualified Homebuyer upon the completion of the Work by the Participant on the Agency Lot and the close of the New Agency Home Escrow. . Qualified Homebuyer. The term "Qualified Homebuyer" refers to the person or household who the Participant designates in writing to the Agency to acquire the fee title interest in the Completed New Agency Home upon the close of the New 04-02-02 Meadowbrook License Agr Exh B.DOC CDC/2004-5 Agency Home Escrow. The Qualified Homebuyer shall certify to the Agency that the Qualified Homebuyer satisfies all applicable eligibility requirements to be the purchaser of the Completed New Home as set forth in the Meadowbrook Agreement. . New Agency Home Escrow. The words "New Agency Home Escrow" refers to the real estate conveyance transaction or escrow by and between the Qualified Homebuyer and the Agency. The conveyance of the fee title interest in the Completed New Agency Home shall be accomplished upon the close of the New Agency Home Escrow when the Participant has completed the Work, and the other conditions for the close of the New Agency Home Escrow as set forth in the Meadowbrook Agreement have been satisfied. . Real Estate Sales and Marketing Work. The term "Real Estate Sales and Marketing Work" refers to the services to be provided by the Participant relating to the marketing of the Completed New Agency Home for sale to a Qualified Homebuyer. The Real Estate Sales and Marketing Work includes without limitation the presentation of the Completed New Agency Home to one or more Qualified Homebuyers for the purpose of causing a Qualified Homebuyer to enter into a contract with the Participant and the Agency for the purchase of the Completed New Home upon the completion of all of the Work and the satisfaction of all of the applicable other terms and conditions pertaining to such sale of the Completed New Home to the Qualified Homebuyer under the Meadowbrook Agreement. . Work. The term "Work" refers to all of the activities of the Participant which may hereafter be undertaken on the Agency Lot subject to the terms and conditions of this License Agreement. Such Work includes: (i) the preparation of the Agency Lot for the construction of the New Agency Home, including the installation of all off-site public improvements and utility connections as required; (ii) the construction and improvement of the New Agency Home in accordance with the New Home Plans; and (iii) the Real Estate Sales and Marketing Work. Section 2. Conditions of Agencv Lot At Time of License Agreement. Upon the Effective Date of this License Agreement, the Participant acquires no right of interest in the Agency Lot except as provided in this License Agreement. The termination of this License Agreement by the Agency for any reason shall not give rise to any claim by the Participant for business displacement or other loss under Government Code Section 7260 et seq., and the Participant hereby waives any such claim. Although not effective to imply that the Participant has acquired fee title to the Agency Lot, all notices by the Agency to the Participant, acknowledgements and waivers by the Participant, release of the Agency by the Participant and disclaimers of the Agency relating to the condition of the Agency Lot as set forth in the Meadowbrook Agreement shall be effective as of the Effective Date of this License Agreement and apply to the entry and performance of all Work on the Agency Lot by the Participant under this License Agreement; provided however, nothing in this License Agreement is intended to alter or amend the terms and conditions oJ the Meadowbrook Agreement as relate to the Project, 04.02.G2 Meadowbrook License Agr Exh B.DOCx 2 CDC/2004-5 the improvement of the Developer Lots, the sale and disposition of the New Homes thereunder or the Affordable Housing Development Grant. Section 3. Effective Date of License Agreement. This License Agreement shall take effect (the "Effective Date") on the date of the last of the following to occur: (1) this License Agreement is approved and executed by the Executive Director of the Agency, (2) this License Agreement is executed by the authorized representative of the Participant; and (3) the Participant provides the Agency with written evidence of the execution of the insurance coverages on the Agency Lot and the Work as set forth in Section 10. Section 4. Covenants and Agreements. Oversight by the Agency of the Work or its failure to do so, or through review or approval by the Agency, or its representatives, of any documents or other matters permitted herein or the failure of the Agency to discover or identify non-conforming work or enforce its rights under this License Agreement shall not relieve the Participant of its obligations hereunder. The Agency takes no responsibility for the method, means or procedures employed by the Participant to perform the Work. The Agency makes no representation to the Participant as to the accuracy or completeness of any documents provided to the Participant by the Agency or any other party in connection with the Agency Lot, the Work and the New Agency Home. Section 5. Indemnitv. (a) In addition to and cumulative with the agreement of the Participant to indemnify the City and the Agency as set forth in the Meadowbrook Agreement, the Participant hereby agrees to indemnify, protect, hold harmless and defend the Agency, the City and the elected officials, officers, employees, attorneys and agents of both of them, with counsel approved by the Agency, from and against any and all claims, demands, damages, losses, liabilities, obligations, penalties, fines, actions, causes of action, judgments, suits, proceedings, costs, disbursements and expenses, including, without limitation, fees, disbursements and costs of attorneys, environmental consultants and experts of any nature whatsoever (collectively, "Losses") that may, at any time, be imposed upon, incurred or suffered by, or asserted or awarded against, the Agency directly or indirectly relating to activities of the Participant occurring at or relating to the Agency Lot during the period from the Effective Date of this License Agreement until the date on which the fee title interest in the Completed New Agency Home is transferred to a Qualified Homebuyer: 1. The failure of the Participant or its agents to perform the Work III accordance with Environmental Laws; 2. The failure of the Participant or its agents to complete, obtain, submit and/or file any and all notices, permits, licenses and authorizations required by Environmental Laws in connection with the Work and/or any investigation, inquiry, order, hearing, action or other proceeding by or before any governmental agency in connection with the violation of any Environmental Laws by the Participant or its agents arising during the course of the Work; 04-02.02 Meadowbrook License Agr Exh a.DOC 3 CDC/2004-5 3. The failure of the Participant to implement and enforce any monitoring, notification or other precautionary measures on the Agency Lot that may, during the term of this License Agreement, be required under applicable Environmental Laws to protect against the unlawful release, potential unlawful release or unlawful discharge of Hazardous Substance Waste from the Agency Lot; 4. Any claim for injury or death to persons or loss or damage to property at or adjacent to the Agency Lot accruing or arising from the activities of Participant or its agents at the Agency Lot during the period that the Participant is performing any Work. (b) All obligations of the Participant under the indemnity given in this Section 5 of this License Agreement are payable immediately upon a determination by the Agency that such obligations are due. Any amount due and payable hereunder to the Agency by Participant that is not paid within thirty (30) days after it is due, will bear interest from the date it is due at the rate of ten percent (10%) per annum. The environmental indemnity given by the Participant in this section of this License Agreement will survive termination of this License Agreement. Section 6. License to Enter Agency Lot and Perform the Work. (a) Subject to the terms and conditions of this License Agreement, as of the Effective Date, the Agency hereby permits, authorizes and licenses the Participant and its agents and subcontractors to enter the Agency Lot and perform the Work. (b) The Agency Executive Director shall have the right to order the suspension of the Work by written notice to the Participant (the "Notice of Suspension") in the event that the Agency Executive Director reasonably determines that the Participant has failed to substantially comply with its material obligations under this License Agreement. The Notice of Suspension shall set forth (i) the specific reason for suspension and (ii) permit the Participant not less than ten (l0) business days to cure such failure prior to the effective date of the suspension, (iii) indicate the number of days during which the suspension is to be in effect and (iv) indicate measures (if any) which the Participant shall implement in order to correct or lift the suspension. Nothing in this subsection shall be deemed to limit the right of the Agency to terminate this License Agreement in accordance with its rights under Section 13 below. (c) If, following the Effective Date, the Participant desires to perform any work item not specifically set forth in the scope of the Work, the Participant shall request in writing the Agency Executive Director to approve each additional item of work, prior to the performance of such work on the Agency Lot. If no response is received by the Agency Executive Director within 15 calendar days following receipt of such request, then such request shall be deemed approved. The written approval of the Agency Executive Director shall not be unreasonably withheld. The Agency Executive Director may condition his approval of such additional work upon compliance by the Participant with such special conditions as may then be deemed appropriate by the Agency Executive Director, in his reasonable discretion. (d) The Participant shall perform the Work in an efficient and workmanlike manner in accordance with the New Agency Home Plans as approved by the Agency. Any and all items or materials brought onto the Agency Lot"by the Participant pursuant to this License Agreement, 04.02.02 Meadowbrook License Agr Exh B.DOC 4 CDC/2004-5 including without limitation, any and all equipment, machinery, temporary structures or temporary construction site fencing and the like, shall as between Participant and the Agency, be and remain the personal property of Participant. Section 7. Unpermitted Events. The Participant shall not cause or permit any material or substance of any kind to be released or discharged on, in, under or about the Agency Lot in any manner as to violate any Environmental Laws, regulation, permit or order of any court or governmental agency or authority or in any manner as to require remediation or removal thereof under any Environmental Laws. If an Unpermitted Event occurs then the Participant shall immediately remedy, repair and remediate any damage or harm caused by such Unpermitted Event, and shall notify the Agency of such Unpermitted Event as soon as possible, but in all cases within seven (7) calendar days of the discovery of such Unpermitted Event. Section 8. Termination. This License Agreement shall terminate upon the earlier to occur of the following: 1. Written notice of termination by the Agency to Participant in accordance with Section 12 below; 2. The date of the close of New Agency Home Escrow; 3. The first (Ist) anniversary following the Effective Date of this License Agreement, unless the Agency may in its reasonable discretion, agree to extend the term of this License Agreement. Section 9. Survival of Provisions. Notwithstanding the expiration of the license granted by this License Agreement, the parties' rights and obligations pursuant to Sections 4, 5, 7, 10 and 11 of this License Agreement shall survive and remain in full force and effect. Section 10. Insurance. (a) Participant shall maintain or cause their contractors to maintain appropriate insurance coverage for all Work conducted pursuant to this License Agreement and will cause the Agency and the City and the elected officials, officers, employees, attorneys and agents of the both of them to be named as an additional named insured under all such policies. Prior to entering onto the Agency Lot and commencement of any of the part of the Work, Participant shall submit and/or cause to be submitted to the Agency reasonably acceptable evidence of the following insurance coverage on behalf of Participant and its contractors and subcontractors: (i) all statutorily required workers compensation coverage, (ii) comprehensive or commercial general liability (bodily injury and property damage) coverage in the amount of not less then $2,000,000 combined single limit, including the following supplementary coverages: (a) contractual liability to cover liability assumed under this License Agreement, (b) product and completed operations liability insurance, (c) pollution liability endorsement (d) broad form property damage liability and (e) builder's risk coverage, including coverage for claims of construction defects, and (iii) automobile bodily injury and property damage liability insurance with limits of liability of such insurance not less than $500,000 per person/$I,OOO,OOO per occurrence for bodily injury and $500,000 per occurrence for property damage, covering owned, non-owned and hired vehicles used in the performance of the Work and naming the Agency as 04-02-02 Meadowbrook License Agr Exh B.DOC 5 CDC/2004-5 an additional insured. Participant's insurance shall be primary coverage and the Agency's insurance/self-insurance shall not be contributory. Any and all insurance obtained hereunder shall be obtained from insurance companies admitted in the State of California and rated at least B+:XII in Best's Insurance Guide, or in special circumstances, be preapproved by both the Executive Director of the Agency and the Agency General Counsel. (b) The above insurance shall include a requirement that the insurer provide the Agency with thirty (30) days' written notice prior to the effective date of any cancellation or material change of the insurance. The worker's compensation insurance specified above shall contain a waiver of subrogation against the Agency and an assignment of statutory lien, if applicable. The comprehensive general liability and automobile insurance specified above shall name the Agency, the City and the elected officials, officers, employees, attorneys and agents of both of them as additional insureds with respect to operations performed under this License Agreement. All insurance carried by Participant and each of its contractors and subcontractors relating to the Work shall provide a waiver of subrogation against the Agency. Section 11. {INTENTIONALLY LEFT BLANK] Section 12. Notice to the Parties. For the purpose of this License Agreement, communications and notices among the parties shall be in writing and shall be deemed to have been given when actually delivered, if given by hand delivery or transmitted by overnight courier service, or if mailed, when deposited in the United States Mail, First Class, postage prepaid, return receipt requested and delivered to or addressed as follows: 04-02-02 Meadowbrook License Agr Exh B.DOC 6 CDC/2004-5 To the Agency: To Participant: Redevelopment Agency of the City of San Bernardino 201 North "E" Street, Suite 301 San Bernardino, California 92401 Attention: Executive Director Phone: (909) 663-1044 FAX: (909) 888-9413 Meadowbrook Park Homes, Inc. 10702 Hathaway Drive, Unit I Santa Fe Springs, CA 90670 Attn: George Jordan Phone: (562) 777-7807 FAX: (562) 777-7808 Section 13. All Costs Associated with the Work Shall be Paid Bv Participant. As between Participant and the Agency, all costs incurred in connection with performance of any item of the Work shall be the sole responsibility of and be paid by Participant. If any claim or lien is recorded or asserted against the Agency Lot for any materials supplied or labor or professional services performed directly or indirectly for Participant relating to the Work, then the Participant shall satisfy and discharge such lien, at the sole cost and expense of Participant, within five calendar days of notice to Participant of the existence or assertion of such claim or lien. If the Participant disputes the claim or lien and, therefore, elects not to satisfy and discharge the claim or lien, as required in the preceding sentence, then Participant shall, within five calendar days of notice to Participant of the existence or assertion of such claim or lien, either (i) file with the Agency a payment bond issued by a California admitted surety that runs to the benefit of the Agency in the amount of 125% of the aggregate amount of the claim or lien stated by the party asserting such claim or lien, conditioned for the payment of any sum that the claimant or lien or may recover on the claim or lien, together with any costs of suit incurred in enforcing such claim or lien or (ii) post with the Agency cash collateral or other security reasonably acceptable to the Agency for payment of such claim or lien. Section 14. Conflicts/Disputes. If a conflict arises between applicable regulations relating to the Work, the most stringent regulatory requirement shall control. In the event there is a disagreement in connection with the interpretation of the requirements of any regulations, then the Agency and the Participant will promptly endeavor in good faith to resolve such disagreement. If no resolution can be reached within 5 days of such disagreement, then the interpretation of the Agency (exercised in good faith consistent with a reasonable interpretation of industry standards) shall apply. Except for the matters to be addressed as set forth above in the two (2) preceding sentences, if a dispute arises between the parties to this License Agreement, the parties hereto agree to use the following procedure to resolve such dispute, prior to pursuing other legal remedies: I. A meeting shall be held promptly between the parties that will be attended by individuals with decision-making authority, who will attempt in good faith to negotiate a resolution of the dispute. 2. If the parties are unsuccessful in resolving the dispute under (a), above, they may initiate litigation upon forty five (45) days advanced written notice to the other parties. 04-02-02 Meadowbrook License Agr Exh B.DOC 7 CDC/2004-5 Section 15. Default. If a party fails to fulfill any material obligation of this License Agreement, the other party may give written notice to that party of such failure, and in the event that party fails to remedy such failure within ten calendar days of receipt of such notice, the notifying party may terminate this License Agreement by a second written notice and/or pursue whatever other legal or equitable remedies are available. Section 16. Governing Law. The parties hereto acknowledge that this License Agreement has been negotiated and entered into in California. The parties hereto expressly agree that this License Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California and if controlling, by the laws of the United States. Further, the parties to this License Agreement hereby agree that any legal actions arising from this License Agreement shall be filed in California Superior Court, in the Court of San Bernardino, Central District or the appropriate federal court in such district. Section 17. Partial Invalidity. If any term or provision or portion of this License Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this License Agreement, or the application of such term or provision or portion thereof to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this License Agreement shall be valid and enforced to the fullest extent permitted by law. Section 18. No Intent to Create Third Party Beneficiaries. The parties intend that the rights and obligations under this License Agreement shall benefit and burden only the parties hereto, and do not intend to create any rights in, or right of action to or for the use or benefit of any third party, including any governmental agency, who is not one of the parties to this License Agreement. Section 19. Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of the time for performance of any obligation or act to be performed herein shall be deemed to be an extension of the time for performance of any other obligation or act to be performed under this License Agreement. Section 20. Professional Fees. If any action or suit by a party hereto is brought against another party hereunder by reason of any breach of any of the covenants, agreements or provisions on the part of the other party arising out of this License Agreement, the prevailing party shall be entitled to have and recover of and from the other party all costs and expenses of the action or suit, any appeals therefrom, and enforcement of any' judgment in connection therewith, including reasonable attorneys' fees, accounting and engineering fees, and any other professional fees resulting therefrom. The words "reasonably attorneys' fees and costs" in the case of the Agency mean and include the salaries and benefits payable to the attorneys employed by the Office of City Attorney, allocated on an hourly basis, who provide legal services to the Agency in connection with any such action. Section 21. Meadowbrook Agreement and Performance of the Work Under the License Agreement. This License Agreement (including all Exhibits attached hereto) is the final expression of, and contains the entire agreement between, the parties with respect to the 04-02-02 Meadowbrook License Agr Exh B.DOC 8 CDC/2004-S performance of the Work by the Developer on the Agency Lot. However, nothing in this License Agreement shall be deemed to supercede the provisions of the Meadowbrook Agreement which pertain to the development and improvement of the Project, as defined therein, on the Developer Lots or the provisions of the Meadowbrook Agreement as relate to the Affordable Housing Development Grant. The parties do not intend to confer any benefit hereunder on any person, firm or corporation other than the parties hereto. Section 22. Construction. Headings at the beginning of each paragraph and subparagraph are solely for the convenience of the parties and are not a part of this License Agreement. Whenever required by the context of this License Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This License Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if all parties had prepared the same. Unless otherwise indicated, all references to sections are to this License Agreement. All exhibits referred to in this License Agreement are attached hereto and incorporated herein by this reference. If the date on which any action is required to be performed under the terms of this License Agreement is not a business day, the action shall be taken on the next succeeding business day. Section 23. Counterparts. This License Agreement may be executed in one or more counterparts, each of which shall be an original, and all of which together shall constitute a single instrument. This License Agreement may be executed by facsimile signatures, and each facsimile counterpart, when taken together, shall be deemed an original. 04-02-02 Meadowbrook License Age Exh B.DOC 9 CDC/2004-5 IN WITNESS WHEREOF, the Participant and the Agency hereby execute this License Agreement as evidenced by the signatures of their authorized representatives: PARTICIPANT ~~ 1// ce P,.,:'M~ Date: ~/J 1/ M By: Name: Title: AGENCY Date: ?.-- /7_7' ~y I / Rede~J\gency By, ~ cd, Ga~ an Osdel ~cutive Director Approved As To Form: ~I' (/ ~~r'-J7V/~ Agency Specia ounsel 04-02-02 Meadowbrook License Agr Exh B,DOC 10 CDC/2004-S EXHIBIT "A" Legal Description of the Agency Lot -- Exhibit "A" CDC/2004-5 LJmAL DESCRl:~J:ON Real. prop'erty. iOn the. City Qf San Bernardino, COuhty of San Bernardino, State of Cal~fornia, described as' follows: ,Lot 6, Block "A", ,Daley Tract, in the City of San Bernardino, "County of San Bernardi,no, State' of California, as per plat recorded in book 6 of Maps, page 34, records of said county. APN: 0135-292-01-0-00 ." ;' "i