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Home My WebLink AboutR36-Economic Development Agency ECONOMIC DEVELOPMENT AGENCY ORIGINAL. OF THE CITY OF SAN BERNARDINO FROM: Maggie Pacheco SUBJECT: 2007 Property Owner Participation Agreement Executive Director (OPA) — Alton C. Green and Kenneth L. Owens for real property located at 100, 114 and 122 North Allen Street, San Bernardino, California (Meadowbrook DATE: February 12,2007 Park Revitalization Area — IVDA Redevelopment ------------------------------------------------------------------------------------------------------------------------------] rKgject Area)-------------------------------------------------- ----------------------- Synopsis of Previous Commission/Council/Committee Action(s): On February 3, 2003, the Community Development Commission approved the Single Family Meadowbrook Grant Agreement between the Agency and ANR Industries, Inc. ("Grant Agreement") for the development of 23 single-family homes in the area bounded by Sierra Way and Allen Street, 2°d Street and Rialto Avenue (Phase I - "Project"), commonly referred to as the Meadowbrook Area. On May 17, 2004, the San Bernardino City Housing Authority ("Authority") and the Redevelopment Agency entered into a Redevelopment Cooperation Agreement in order for the Authority to assist the Agency in fulfilling its obligations under the Grant Agreement with ANR Industries, Inc., also referred to as Meadowbrook Homes, Inc., and to facilitate the development of affordable housing in the Meadowbrook Area. On January 10, 2005, the Community Development Commission approved the 2005 Meadowbrook Single Family Residential Development Agreement("2005 Agreement")with Meadowbrook Homes, Inc. for the development of 8 more single-family homes in the Meadowbrook Area. On June 20, 2005, the Authority approved Resolution No. SBHA/2005-3, declaring the public interest and necessity of acquisition of real property located at the northwest corner of Rialto Avenue and Allen Street("Property"),the subject of this Staff Report. Synopsis Continued to Next Page..... ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- i Recommended Motion(s): (Community Development Commission) Resolution of the Community Development Commission of the City of San Bernardino approving and authorizing the Executive Director of the Redevelopment Agency of the City of San Bernardino ("Agency")to execute the 2007 Property j Owner Participation Agreement by and between the Agency and Alton C. Green and Kenneth L. Owens ("Property Owners") for the development of 3 single-family homes on the property located at 100, 114 and 122 North Allen Street ("Property")(Meadowbrook Park Revitalization Area-IVDA Redevelopment Project Area) I --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Contact Person(s): Maggie Pacheco Phone: (909)663-1044 Project Area(s) IVDA Redevelopment Project Area Ward(s): 1 Supporting Data Attached: 0 Staff Report 0 Resolution(s) 0 Agreement(s)/Contract(s) 0 Map(s) ❑ Letters FUNDING REQUIREMENTS Amo $ N/A Source: N/A udget Authority: N/A SIGNATURE: n _ Gcc- Z7_/ , Maggie Pac eco,Executive Director Bar ra Lindseth,Administrative Services Director ------- - --------- ------------------- ---- - ---------------------------------------------------------------------------------------------------------- Commission/Council Notes: i I i ---- ------------------------------ ----------------------------------------------------------------------------- PAAgendas\Comm Dev Commission\CDC 2007\02-20-07 Green and Owens OPA SR.doc COMMISSION MEETING AGENDA Meeting Date: 02/20/2007 Agenda Item Number: k36, Economic Development Agency Staff Report Green and Owens OPA February 20, 2007 -------------------------------------------------------------------------------------------------------------------------- Synopsis of Previous Commission/Council/Committee Action(s): On October 3, 2005, the Authority approved Resolution No. SBHA/2005-4 rescinding Resolution No. SBHA/2005-3 after the execution of the Owner Participation Agreement (OPA) by and between Bonnie S. Johnson ("Property Owner")and the Agency. On October 16, 2006, the Authority considered a Resolution of Public Interest and Necessity for the acquisition of the Property due to the lack of performance by the Property Owner but tabled the item to provide additional time to resolve differences and to use condemnation authority as a last resort. i On January 22, 2007, the Authority adopted a Resolution No. SBHA/2007-1 due to the lack of performance by the Property Owner, with the condition of providing the prospective buyer(Mr. Green and Mr. Owens) the opportunity to buy and provide substantive assurances that they have the financial means to develop the Property under a new OPA between the Agency and the prospective buyer, and if they were unable to perform, Resolution No. SBHA/2007-1 will be acted upon immediately by the Authority. I I i I i i --------------------------------------------------------------------------------------------—---—-------—----------------------------------------------------------------------------------------------------- PAAgendasTornin Dev Commission\CDC 2007\02-20-07 Green and Owens OPA SR.doc COMMISSION MEETING AGENDA Meeting Date: 02/20/2007 Agenda Item Number: ECONOMIC DEVELOPMENT AGENCY STAFF REPORT 2007 PROPERTY OWNER PARTICIPATION AGREEMENT (OPA)—ALTON C. GREEN AND KENNETH L. OWENS FOR REAL PROPERTY LOCATED AT 100, 114 AND 122 NORTH ALLEN STREET, SAN BERNARDINO, CALIFORNIA (MEADOWBROOK PARK REVITALIZATION AREA—IVDA REDEVELOPMENT PROJECT AREA) BACKGROUND: On January 3, 2003, the Community Development Commission of the City of San Bernardino ("Commission") approved the Meadowbrook Single-Family Residential Development Grant Agreement with ANR Industries, Inc. ("ANR"), for the development of 23 new single-family homes (Phase 1). ANR has since completed the construction, sold 19 new homes and acquired more properties for development in the area bounded by Sierra Way, Waterman Avenue, 2°d Street, and Rialto Avenue ("Target Area"). With the assistance from the Agency and the San Bernardino City Housing Authority ("Authority"), Meadowbrook Park Homes, Inc. (a subsidiary of ANR Industries, Inc.), acquired additional properties for the Phase IA and developed 8 additional new homes, under the 2005 Meadowbrook Single-Family Residential Development Agreement approved by the Commission on January 10, 2005. On February 2, 2004, the Commission and the Authority directed Agency Staff to proceed with the acquisition of various properties located within the Target Area. Offers to acquire the properties were sent out to property owners after the appraised value of each property was determined. Bonnie S. Johnson, owner ("Owner") of the vacant property located on the northwest corner of Allen Street and Rialto Avenue (the "Property") (See attached map 1) elected not to sell the Property to the Agency, but rather undertake the development of her Property. As a compromise, on April 22, 2005, Agency Staff sent a Property Owner Participation Agreement ("2005 OPA") for execution by the Owner to allow for the development of the Property in lieu of the Authority exercising its powers of condemnation. The Owner did not return an executed 2005 OPA to Agency Staff. On June 20, 2005, the Authority adopted a Resolution of Public Interest and Necessity (Resolution No. SBHA/2005-03) to proceed with condemnation within 30 days from the date of the adoption of said Resolution, relative to the Property in order to give Agency Staff and the Owner an opportunity to work out the terms and conditions of the 2005 OPA. If the Owner executed the 2005 OPA, then the Agency would delay taking any further condemnation action until the terms and conditions of the 2005 OPA were met by the Owner. Although the Owner did not sign the 2005 OPA exactly within the 30 days, the Owner did finally agree to the terms and conditions of the 2005 OPA and executed said 2005 OPA on July 26, 2005. By executing the 2005 OPA, the Owner agreed to construct 3 single-family homes ("Project") in compliance with the residential development design standards approved for the Target Area by the Planning Commission as per the Schedule in the 2005 OPA. The 2005 OPA required, at the Owner's expense, for the Owner to: 1) procure appropriate plans for construction of the Project within 3 months after the execution of the 2005 OPA; 2) obtain all necessary permits and authorizations to proceed with construction from the City within 6 months; 3) commence --------------------- ----------------------------------------------------------------------- ------------------------ ----- P.\Agendas\Comm Dev Commission\CDC 2007\02-20-07 Green and Owens OPA SR.doc COMMISSION MEETING AGENDA Meeting Date: 02/20/2007 Agenda Item Number: Economic Development Agency Staff Report Green and Owens OPA Page 2 construction of the Project within 9 months; 4) complete the construction of the Project per the City's zoning and building regulations; and 5) sell the Project to homebuyers that commit in writing to live in the home as their primary residence no later than 18 months from the effective date of the 2005 OPA. If the Owner failed to comply with the provisions of the 2005 OPA, the Agency, through the Authority, retained its legal right to exercise its power of condemnation pursuant to the terms of the Cooperation Agreement between the Agency and the Authority. Because the Owner executed the 2005 OPA, Resolution No. SBHA/2005-3 adopted on June 20, 2005, was rescinded on October 3, 2005, with the Authority approving Resolution No. SBHA/2005-4 to provide the Owner time to perform under the terms of the 2005 OPA. In an effort to perform under the 2005 OPA, the Property was divided into 3 separate parcels that were assigned new APN's and addresses. The Property is now defined as 122 North Allen Street (APN: 0135-292-49), 114 North Allen Street (APN: 0135-292-50) and 100 North Allen Street (APN: 0135-292-51) (collectively referred to as the"Property"). Furthermore, the Owner requested and received the following building permits: 1) B0502243 issued on July 15, 2005; 2) B0503659 issued on November 3, 2005; and 3)B0503573 issued on November 1, 2005. All 3 permits expired on December 9, 2006, November 3, 2006 and December 9, 2006 respectively. Since the permits were issued, other than minimal trenching installed, there have been no improvements nor any housing unit developed on the Property. Consequently, on September 15, 2006, a Notice of Default and Termination of the 2005 OPA ("Termination Notice") was sent by certified mail with a return receipt requested. Staff also attempted to hand deliver the Termination Notice on September 19, 2006, to the Owner's address at 115 South Waterman Avenue, San Bernardino, California 92408 and was refused by a representative of the Owner. On September 19, 2006, the Agency received a postal Notice of Delivery showing that on September 18, 2006, the Owner acknowledged receipt of the Termination Notice. On October 23, 2006, the Agency received a letter from the Owner dated October 17, 2006, in response to the Termination Notice. In the letter, the Owner stated, "On March 30, 2006, 1 decided to cancel the construction of the 3 residences to be built on the above listed property." The property that the Owner was referring to was the Property that was the subject of the 2005 OPA. This was the first communication from the Owner that she was having any problems. The Owner asked for an additional 6 months to complete the sale of the Property to a third party and to allow the new owners time to complete the development of the Property under the 2005 OPA. On November 22, 2006, the Agency sent a letter to the Owner acknowledging receipt of the October 17, 2006, letter requesting a 6-month extension. The Agency stated that the 2005 OPA had effectively terminated upon the Owners receipt of the Termination Notice. Although the Agency was prepared to recommend condemnation action in order to purchase the Property, the Agency again offered to purchase the Property for $300,000, as reflected in an updated appraisal dated October 17, 2006. The Owner made no response to this offer. On December 19, 2006, the Agency again sent an offer letter for $300,000 to the Owner for the purchase of the Property. In the letter, the Agency requested that the Owner respond by December 29, 2006, and again, no response was made by the Owner. As a result, on January 3, 2007, in ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- PAAgendas\Comm Dev Cottnnission\CDC 2007\02-20-07 Green and Owens OPA SR.doc COMMISSION MEETING AGENDA Meeting Date: 02/20/2007 Agenda Item Number: Economic Development Agency Staff Report Green and Owens OPA Page 3 conformance with the Code of Civil Procedure Section 1245.235, a Notice of the January 22, 2007, hearing on the adoption of a Resolution of Public Interest and Necessity was sent by certified mail and first class mail to the Owner, in order to afford the Owner a reasonable opportunity to be heard by the Authority. Additionally, the Notice of the hearing was published on Saturday, January 6, 2007, in The Sun newspaper. On January 22, 2007, the Authority adopted Resolution No. SBHA/2007-1 declaring the Public Interest and Necessity to proceed with the acquisition of the Property. At this property owner hearing, the Owner gave testimony that she was attempting to sell the Property for development purposes. Mr. Alton C. Green, prospective purchaser of the Property, also spoke at the hearing and stated his desire to purchase and develop the Property. CURRENT ISSUE: After the January 22, 2007, property owner hearing, Staff me'_ with Mr. Alton C. Green and Mr. Kenneth L. Owens ("Green/Owens") and they advised Staff that they wanted to proceed to close the purchase of the property escrow and proceed with development of the Property in accordance with Agency requirements. Greens/Owens have provided documentation to Agency Staff to demonstrate that they possess the financial ability and experience needed to develop 3 new single- family homes ("Homes"). Moreover, Green/Owens have obtained approved plans and permits to build the Homes of up to 2,614 square feet consisting of up to 4 bedrooms, 2 1/2 bathroom, a fireplace, attached 450 square foot garage, attached 32 square foot porch, front and side landscape, vinyl fencing on all sides similar to the ones installed by Meadowbrook Park Homes, Inc., in the Target Area on 2 of the lots. Green/Owens will revise the third plan to reconfigure and build the third single-family home in accordance with Building and Safety/Development standards and requirements. In light of the progress made by Green/Owens, Agency Staff is recommending that the Agency enter into a proposed 2007 OPA with Owens/Green allowing them to: 1) close escrow on the Property; 2) build 3 new single-family homes in conformance with the terms of the attached proposed 2007 OPA, the City's approved plans and specifications within 18 months of the approved proposed 2007 OPA; 3) record the proposed 2007 OPA on the Property simultaneously with escrow closing, and the transfer of the Property to Green/Owens; and finally, should Owens/Green fail to perform under the proposed 2007 OPA, the Authority's approved Resolution No. SBHA/2007-1 will have the effect of causing the default under the 2007 OPA to be subject to the Stipulation for Entry of Judgment as attached to the 2007 OPA. In addition, purchase provisions have been added to the 2007 OPA in favor of the Agency or the Authority, and the Agency or the Authority will have the right to enforce a remedy upon default in lieu of filing of a court action. ENVIRONMENTAL IMPACT: The proposed 2007 OPA is categorically exempt under the California Environmental Quality Act ("CEQA"), Section 15332, Class 32. The proposed 2007 OPA requires the Owners to develop 3 in- fill housing units where the Property enjoys full utility services, abuts a dedicated and fully improved public street. The development of the infill homes will be consistent with the City's General Plan and Zoning. Accordingly, a Notice of Exemption for the in-fill homes under CEQA Section 15332, Class 32 will be filed with the County Clerk. ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- PAAgendas\Comm Dev Commission\CDC 2007\02-20-07 Green and Owens OPA SR.doc COMMISSION MEETING AGENDA Meeting Date: 02/20/2007 Agenda Item Number: Economic Development Agency Staff Report Green and Owens OPA Page 4 i i FISCAL IMPACT: There is no fiscal impact to the Agency as a result of this action; the proposed new owners are responsible for all costs related to the construction cost of developing 3 single-family homes. RECOMMENDATION: That the Community Development Commission adopt the attached Resolution. i Mag ie Pa co, E ecutive Director i i I ------------------------------------------------------------------------------------------------------------------—---------------------------------------------------------------------------- P:\Agendas\Comm Dev Commission\CDC 2007\02-20-07 Green and Owens OPA SR.dm COMMISSION MEETING AGENDA Meeting Date: 02/20/2007 Agenda Item Number: i i N I o P� O C C D7 � � N O O U y M O D C o :ZEcx.� oQ H 3-�13r- — N m f I Oz m m OOc I 7/ +S/ Sr SY ' O 1 Si'IYI mY N I O C vo cn ly N N CO N I I n O i m ( -a /)ac� O m O N O � I I I "V (: H---- cc � o nQ n � oo no I oo Mo • I n 1 !2 or O i O i �Osu ' iO (SO si lr I I N ' b h 1 0 O i L 10 L.19e4S`VO"0000-L9-Z6Z-9£LO LOOZ-900Z'VO'OUipJewa8 UeS 1 RESOLUTION NO. COPY 2 3 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING 4 THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE THE 2007 5 PROPERTY OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE AGENCY AND ALTON C. GREEN AND KENNETH L. OWENS 6 ("PROPERTY OWNERS") FOR THE DEVELOPMENT OF 3 SINGLE- 7 FAMILY HOMES ON THE PROPERTY LOCATED AT 100, 114 AND 122 NORTH ALLEN STREET ("PROPERTY") (MEADOWBROOK PARK 8 REVITALIZATION AREA-IVDA REDEVELOPMENT PROJECT AREA) 9 10 WHEREAS, the San Bernardino City Housing Authority, a public body, corporate and politic (the "Authority") adopted Resolution No. SBHA/2007-01, dated January 22, 2007 entitled: 11 12 "Resolution of the San Bernardino City Housing Authority declaring the Public Interest and 13 Necessity of Acquisition of Real Property by the San Bernardino City Housing Authority over the 14 property located at 100, 114 and 122 North Allen Street, San Bernardino, California (Bonnie S. 15 Johnson - APNs: 0135-292-49, 50 and 51 respectively) (IVDA Redevelopment Project Area - 16 Meadowbrook Neighborhood Restoration Area)"; and 17 WHEREAS, soon after the Authority adopted Resolution No. SBHA/2007-01, Mr. Alton C. 18 Green and Mr. Kenneth L. Owens (the "Developers") expressed a desire to enter into the 2007 19 Property Owner Participation Agreement ("OPA") with the Redevelopment Agency of the City of 20 San Bernardino (the "Agency") to develop 3 single-family homes ("Homes") consisting of up to 21 2,614 square feet, 4 bedrooms, 2 %2 bathrooms, a 450 square foot attached garage, a 32 square foot 22 attached porch with front and side landscape and exterior treatments similar to the homes built by 23 Meadowbrook Park Homes, Inc. (the "Meadowbrook Builders"), in the Meadowbrook 24 Neighborhood Restoration Area, and that the Homes will be constructed by the Developers in 25 conformance with the City guidelines and approved plans and specifications, pursuant to the terms 26 of the OPA; and 27 WHEREAS, the individual, being the property owner immediately prior to the Developers 28 acquiring the subject properties, and the Agency have previously entered into an agreement entitled 1 P:\Agendas\Resolutions\Resolutions\2007\02-20-07 Green and Owens OPA CDC Reso.doc 1 "2005 Meadowbrook Single-Family Residential Development Agreement (Meadowbrook 2 Neighborhood Restoration Area)", dated as of January 10, 2005 (the "2005 Meadowbrook 3 Agreement"), pursuant to which the said prior owner agreed to undertake construction and 4 development of new single-family homes within the area described in the 2005 Meadowbrook 5 Agreement as the "Meadowbrook Neighborhood Restoration Area" and said Agreement was 6 subsequently terminated; and 7 WHEREAS, the Property is situated in the Meadowbrook Neighborhood Restoration Area 8 and the Developers have agreed to develop 3 new single-family homes for sale and occupancy by 9 homeowners (the "Project") and to compliment the efforts of the Agency to eliminate conditions of 10 blight in the Meadowbrook Neighborhood Restoration Area. 11 NOW, THEREFORE, IT IS HEREBY RESOLVED, DETERMINED AND ORDERED 12 BY THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF BERNARDINO, 13 AS FOLLOWS: 14 Section 1. The Community Development Commission ("Commission") hereby 15 acknowledges receipt of the OPA by and between the Agency and the Developers dated February 16 20, 2007, as it relates to the development of the Property. 17 Section 2. The Commission hereby finds and determines that the construction of the 18 Project on the Property by the Developers and the sale of the Project by the Developers to 19 homebuyers will substantially promote the goals and objectives of the Agency and the Commission 20 in achieving the redevelopment of the Meadowbrook Neighborhood Restoration Area, which shall 21 increase the supply of new single-family homes in the community and shall promote new home 22 ownership in the Meadowbrook Park Neighborhood Restoration Area by all economic segments of 23 the community. In view of the foregoing, the Commission further finds and determines that the 24 Developers shall cause the Property to be improved in compliance with the terms of the OPA, and 25 the OPA shall not be delivered to the Developers until such time as the Developers are able to 26 demonstrate that they are the owners of the Property as identified in the OPA or such OPA is 27 delivered concurrently with the closing for the acquisition of the Property by the Developers. 28 2 P:\Agcndas\Rcsolutions\Resolutions\2007\02-20-07 Green and Owens OPA CDC Reso.doc I Section 3. The Commission hereby finds and determines that should the Developers fail 2 to perform under the terms of the OPA, the remedies provided therein shall implement the intent of 3 the approved Authority Resolution No. SBHA/2007-1. 4 Section 4. The Commission hereby finds and determines that the environmental review 5 of the OPA contemplated hereunder is "categorically exempt" for the reasons indicated in the Staff 6 Report. No potentially adverse environmental effects are anticipated to be associated with the OPA 7 based upon its own independent review of the information regarding the OPA, and the Commission 8 hereby authorizes the filing of a Notice of Exemption under California Environmental Quality Act 9 (CEQA) Section 15332, Class 32 relating to the OPA. 10 Section 5. The Resolution shall become effective immediately upon its adoption. 11 /// 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 3 P:\Agendas\Resolutions\Resolutions\200'T02-20-07 Green and Owens OPA CDC Reso.doc 1 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING 2 THE EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF 3 THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE THE 2007 PROPERTY OWNER PARTICIPATION AGREEMENT BY AND BETWEEN 4 THE AGENCY AND ALTON C. GREEN AND KENNETH L. OWENS ("PROPERTY OWNERS") FOR THE DEVELOPMENT OF 3 SINGLE- 5 FAMILY HOMES ON THE PROPERTY LOCATED AT 100, 114 AND 122 NORTH ALLEN STREET ("PROPERTY") (MEADOWBROOK PARK 6 REVITALIZATION AREA-IVDA REDEVELOPMENT PROJECT AREA) 7 8 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 9 Development Commission of the City of San Bernardino at a meeting 10 thereof, held on the day of , 2007,by the following vote to wit: Commission Members: Ayes Nays Abstain Absent 11 ESTRADA 12 BAXTER 13 BRINKER 14 DERRY 15 KELLEY 16 JOHNSON 17 MC CAMMACK 18 19 Secretary 20 The foregoing resolution is hereby approved this day of , 2007. 21 22 Patrick J. Morris, Chairperson 23 Community Development Commission 24 of the City of San Bernardino Approved as to Fo 25 By: 26 Agenc3t, 41n,sel 27 28 4 P:\Agendas\Resolutions\Resolutions\2007\02-20-07 Green and Owens OPA CDC Reso.doc i i 2007 PROPERTY OWNER PARTICIPATION AGREEMENT BY AND BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO AND KENNETH L. OWENS AND ALTON C. GREEN THIS 2007 PROPERTY OWNER PARTICIPATION AGREEMENT(this"OPA")is dated as of February 20,2007,by and among Kenneth L.Owens("Owens"),an unmarred man,and Alton C. Green ("Green"), a married man (Owens and Green shall collectively be referred to as the "Property Owners") and the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic(the"Agency"),and this OPA is entered into with respect to the following facts: I RECITALS WHEREAS,Owens,an unmarried man,and Green,a married man,own the lands located at 100 North Allen Street(APN: 0135-292-51)("Parcel 51"), 114 North Allen Street(APN:0135-292- 50) ("Parcel 50") and 122 North Allen Street(APN: 0135-292-49) ("Parcel 49"), as their sole and separate property, San Bernardino, California 92408 (collectively, the "Property"). The general location of the Property is shown on a vicinity map attached hereto and incorporated herein by this reference as Exhibit"A." The legal description of the Property is attached hereto and incorporated herein by this reference as Exhibit`B"; and WHEREAS,the Agency is in the process of identifying certain properties for acquisition and assembly for the future development of affordable in-fill housing in the Meadowbrook Neighborhood Restoration Area within the Inland Valley Development Agency Redevelopment Project Area (the "Project Area") in order to help eradicate blight and provide needed affordable housing, which could include acquisition by the San Bernardino City Housing Authority ("Authority") on behalf of the Agency by exercise of its power of condemnation pursuant to the Eminent Domain Law, Code of Civil Procedure, Section 1230.010, et seq.; and WHEREAS,the Agency is interested in including the Property as part of the aforementioned in-fill housing project development; and WHEREAS,the Authority,a public entity created pursuant to the Housing Authorities Law (Health&Safety Code Section 34200,et seq.)is authorized pursuant to the Housing Authorities Law to acquire and redevelop blighted properties located within the City of San Bernardino(the"City"); and I 4817-0574-5921.2 1 P:Wgendas\Agenda Attachments\Agrmts-Amend 200T02-20-07 Green and Owens Final OPA.doc WHEREAS, the Authority adopted Resolution No. SBHA/2007-1 (the "Resolution of Necessity"), at a noticed regular meeting held on January 22,2007,which Resolution of Necessity authorizes the Authority and the Agency to acquire the Property through the exercise of the powers of condemnation pursuant to the Eminent Domain Law; and WHEREAS, the Property Owners have represented to the Agency that, in lieu of the Authority,on behalf of the Agency,exercising the powers of condemnation pursuant to the Eminent Domain Law as immediately authorized and approved by the Authority in its adoption of the Resolution of Necessity, the Property Owners shall construct, or cause to be constructed within twelve (12) months, three (3) single-family residential homes with each single-family residential home to consist of: (i)up to 2,614 square feet; (ii) four(4)bedrooms; (iii)two and one-half(2 %2) bathrooms; (iv) one (1) fireplace; (v) one (1) attached garage of 450 square feet; and (vi) one (1) attached porch of 32 square feet(singularly,the"SFR Home"and collectively,the"SFR Homes") (vii)front and side landscaping;(viii)vinyl fencing on all sides and rear of the SFR Home; (ix)32- inch high wrought-iron fencing, the specifications of such fencing are described on Exhibit "C" attached hereto and incorporated herein by this reference; and (x) all other on-site and off-site improvements constructed,developed and/or installed on the Property must be similar to the homes built by Meadowbrook Park Homes,Inc., in the Project Area(collectively,the"Project")subject to all applicable City approvals,with such SFR Homes to be owned and occupied by each purchaser as its single-family residence; and WHEREAS,the Agency and the Property Owners(the Agency and the Property Owners are sometimes referred to herein as the"Parties")are amenable to entering into this OPA to set forth the t. respective duties of the Parties regarding the construction and development of the Property by the Property Owners in lieu of condemnation of the Property by the Agency; WHEREAS,the Property Owners agree and understand that the Agency shall have the right and cumulative remedy,without limitation,to require the Authority to immediately and concurrently file an action for eminent domain(the"Eminent Domain Complaint")and a stipulated judgment(the "Stipulated Judgment"), in the form provided for in Exhibit"E" attached hereto and incorporated hereby by this reference,as executed by the Property Owners,with the Superior Court of the County of San Bernardino,City of San Bernardino,and State of California(the"Court),should the Property Owners be in default under this OPA subject to any applicable cure period. NOW,THEREFORE,IN CONSIDERATION OF THE MUTUAL PROMISES AND COVENANTS OF THE PARTIES, AND FOR SUCH OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PROPERTY OWNERS, FOR THEMSELVES AND THEIR SUCCESSORS AND ASSIGNS, AND THE AGENCY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS,AGREE TO THE FOLLOWING: Section 1. Recitals. The matters set forth in the Recitals of this OPA are true and correct, are material inducements that caused the Parties to execute and deliver this OPA, and are incorporated herein by this reference as if fully set forth in this Section 1. I 4817-0574-5921.2 2 PAAgendas\Agenda Attachments\Agmts-Amend 2007\02-20-07 Green and Owens Final OPA.doc i - Section 2. Effective Date of the OPA. This OPA shall take effect following its approval by the Agency and execution by the Parties and delivered simultaneously with escrow closing for the acquisition of the Property(hereinafter referred to as the"Effective Date');provided,however,if this OPA has not been fully executed by all of the Parties and delivered on or before March 15,2007, it shall automatically be void and of no force or effect with no further notice or action required by either the Property Owners and/or the Agency. Section 3. Covenants of the Property Owners as to the Property. Subject to the terms, covenants and conditions of this OPA, the Property Owners covenant and agree as follows: General Covenants: (a) It is the intent of the Parties that on and after the Effective Date of this OPA, and subject to the terms, covenants and conditions of this OPA, the Property Owners shall commence and complete the construction, development, work and/or installation(collectively,the"Construction")of the SFR Homes,including,without limitation, the construction, development and/or installation of the following improvements in connection with each SFR Home: (i) up to 2,614 square feet; (ii) four(4)bedrooms; (iii)two and one-half(2 %2)bathrooms;(iv)one(1)fireplace;(v) one (1) attached garage of 450 square feet; and (vi) one (1) attached porch of 32 square feet (singularly, the "SFR Home" and collectively, the "SFR Homes") (vii) front and side landscaping; (viii) vinyl fencing on all sides and rear of the SFR Home;(ix)32-inch high wrought-iron fencing,the specifications of such fencing are described on Exhibit"C"attached hereto and incorporated herein by this reference; and (x) all other on-site and off-site improvements constructed, developed and/or installed on the Property must be similar to the homes built by Meadowbrook Park Homes,Inc.,in the Project Area,subject to all applicable City approvals. Further,the Property Owners shall use commercially reasonable efforts to complete the Project within the time periods described in this Section 3 and/or in any other provision of this OPA. On and after the Effective Date,the Property Owners shall commence the Construction of the Project,and shall diligently prosecute to completion the Project pursuant to Section 15 of the OPA. All construction and development obligations and responsibilities of the Property Owners as related to the Project shall be initiated and completed in accordance with the terms,covenants,conditions,representations and warranties set forth in this OPA, or within such reasonable extensions of such time as may be granted by the Agency to the Property Owners pursuant to this OPA. (b) The Property Owners shall construct, develop and complete the Project in compliance with all zoning ordinances, building codes and all other laws, statutes, ordinances,codes,regulations,rules,policies,orders,procedures,conditions and/or requirements, as amended and replaced from time to time(collectively,the"Codes") of the federal government,the State of California,the City or any other governmental or quasi-governmental entity having jurisdiction (collectively, the "Governing Entity") over the construction, development, approval and/or completion of the j 1 Project, or any part thereof. The Property Owners acknowledge that all plans, 4817-0574-5921.2 3 P:1Agendas\Agenda Attachments\Agrmts-Amend 2007102-20-07 Green and Owens Final OPA.doe designs and/or specifications and modification thereto for the construction and development of the Project as set forth in this OPA shall comply with the Codes. No action by the Agency or by the City with reference to this OPA, or related instruments,documents and/or agreements,shall be deemed to constitute a wavier of any City or other Governing Entity requirements which are applicable to the construction,development and/or completion of the Project, or any part thereof,the Property and/or to the Property Owners, any successor in interest of the Property Owners, or any successor in interest to the Property, except by modification or variance approved by the City consistent with this OPA. (c) The Property Owners agree to allow the Agency, and/or its agents, employees or contractors,upon prior notice at reasonable times to inspect: (1)the Design Plans(as defined below)for the construction and/or development of the Project at the Property, and (2) the progress of the construction and development of the Project at the Property to ensure that the construction and development of the Project at the Property is occurring in a timely manner and to the reasonable satisfaction of the Agency. Special Covenants: (d) Within fifteen(15) calendar days from the Effective Date of this OPA,the Property Owners shall deliver to the Agency, all plans, designs and specifications in connection with the construction, development and/or installation of the improvements at the Property, including, without limitation, a site grading plan, exterior elevations, materials, colors, facade, signage, and general exterior appearance,a conceptual landscape plan and an architectural rendering of the Project (collectively,the"Design Plans")which shall be in compliance with the Codes,the general plan (the "City General Plan") for the City and the plans for the redevelopment of the Project Area(the"Project Area Plans"). For purposes of this OPA,the City General Plan and the Project Area Plans shall collectively be referred to as the "Plans." The Property Owners agree, acknowledge and covenant that the Property Owners have delivered to the Agency the Design Plans that relate to the construction and development of the SFR Homes on Parcels 49 and 50 of the Property. (e) Within ten(10) calendar days after the Property Owners have submitted the Design Plans to the Executive Director of the Agency pursuant to Section 3(d) above, the Executive Director of the Agency will review the Design Plans. The Executive Director of the Agency will use discretion to approve or reject the Design Plans as being consistent or inconsistent with the Plans and the construction and development of the Project, which approval shall not be unreasonably withheld, conditioned or delayed. The Design Plans will be approved if they are in substantial conformity with the City General Plan, the Project Area Plan and the Codes. If the Executive Director of the Agency disapproves or rejects the Design Plans, in whole or in part, k the Executive Director of the Agency will provide written notice setting forth in 4817-0574-5921.2 4 PAAgendas\Agenda Attachments\Agrmts-Amend 200T02-20-07 Green and Owens Final OPA.doc reasonable detail the specific elements of the Design Plans that are disapproved,the nature and extent of such disapproval and what corrective action can be taken for such element to be approved. If the Executive Director of the Agency disapproves or rejects the Design Plans,it will provide notice to the Property Owners in accordance with Section 11 of this OPA. If the Executive Director of the Agency disapproves or rejects the Design Plans(the"Design Plans Rejection Letter"),the Property Owners shall have ten(10)calendars days from receipt of the Design Plans Rejection Letter from the Agency to resubmit the Design Plans to the Agency, for review. If the Design Plans are once again rejected by the Executive Director of the Agency, the Agency may enforce those rights and remedies provided for in Section 8(a) below including, without limitation, the right to purchase the Property pursuant to Section 8(d) of this OPA, the right to file a complaint for specific performance, the right to file a complaint for and receive a judgment for damages,and the right to file with the Court by the Authority on behalf of the Agency the Eminent Domain Complaint and to contemporaneously file the Stipulated Judgment. (f) Within ten (10) calendar days from the Effective Date of this OPA, the Property Owners will provide evidence that they have funding available to construct,develop and complete the Project. If the Property Owners intend to finance the construction themselves, then the evidence will consist of verification of available funds from a banking institution. If the Property Owners intend to obtain a loan for the construction and completion of the Project,then the evidence will consist of one(1) or more loan commitments approved by an established commercial bank, subject only to the receipt by the Property Owners of the Permits (as defined below). The Executive Director of the Agency has the right, in their sole and absolute discretion, to reject evidence of the financing. If the Executive Director of the Agency rejects evidence of the financing,the Executive Director of the Agency will provide written notice (the "Notice of Rejection") setting forth in reasonable detail the specific elements of the financing that are disapproved, the nature and extent of such disapproval and what corrective action can be taken for such element to be approved. The Agency will notify the Property Owners at the address and in the manner provided for in Section I I of this OPA. The Property Owners shall have the opportunity to cure any defect within ten (10) calendar days from the date that the Property Owners receive the Notice of Rejection. (g) If the Executive Director of the Agency approves the Design Plans pursuant to Section 3(e) above, the Property Owners must provide the Agency with fully executed binding agreements with all general contractors,subcontractors,architects, civil engineers,landscape architects,all consultants and all other persons and entities that are,have been,or will be,used in connection with the construction,development and completion of the Project (collectively, the "Construction Contracts") within ninety(90)calendar days from the approval by the Executive Director of the Agency of the Design Plans. The Construction Contracts must be reasonably acceptable to the Executive Director of the Agency. 4817-0574-5921.2 5 P:\Agendas\Agenda Attachments\Agrmts-Amend 2007`02-20-07 Green and Owens Final OPA.doc I (h) Within ninety(90) calendar days from the approval under Section 3(e) above, the Property Owners will prepare, file and submit to the City a completed Development Application(the"Development Application")for the construction and development of the SFR Homes on the Property. The Property Owners will submit evidence satisfactory to the Executive Director of the Agency, to be determined by the Executive Director of the Agency in their sole and absolute discretion, that the Development Application has been delivered by the Property Owners to the City,that the City has received and accepted the Development Application from the Property Owners, and that the City has accepted and approved the Development Application as being complete, correct and accurately completed by the Property Owners. Notwithstanding anything to the contrary in this Section 3(h), the Property Owners agree, acknowledge and covenant that the Property Owners have prepared,filed and submitted the Development Application for Parcels 49 and 50,and that the City and all other Governing Entities have issued to the Property Owners Permit Number B0502243 and Permit Number B0503573 in connection with the construction and development of the SFR Homes on Parcels 49 and 50, respectively. The filing by the Property Owners of the Development Application in connection with Parcel 51, shall be subject to extension due to force majeure events of acts of war,insurrection,strikes,lockouts,riots,floods,earthquakes,fires,casualties,acts of God,acts of the public enemy,epidemics,quarantine restrictions,freight embargoes or lack of transportation,weather caused delays,inability to secure necessary labor, materials or tools, delays of any contractors, subcontractor or supplier, all of which are not attributable to the fault of the Property Owners (collectively, the "Delay Events"); provided, however, that the maximum number of days which may be claimed as delay by the Property Owners prior to the filing of the Development Application with the City in connection with Parcel 51 shall not, in the aggregate, exceed ninety(90)calendar days. An extension of time as a result of any such Delay Event shall be for the period of the existence of the particular circumstance imposing such delay, and each particular delay shall commence to run from the date of occurrence of such Delay Event;provided,however,that the Property Owners have first provided the Executive Director of the Agency with written notice of the occurrence of the force majeure Delay Event within ten(10)calendar days from its commencement. A Delay Event will continue only for so long as the circumstances giving rise to the delay continue to remain in effect, and the Property Owners shall exercise reasonable effort to mitigate the circumstances causing the delay to continue to exist. (i) Within ninety (90) calendar days from the approval under Section 3(e) above, the Property Owners must obtain from the Development Services Department of the City and from all other Governing Entities approved Design Plans,in conformance with the Plans and with the Codes, and obtain all building and development permits for the construction and development of SFR Homes on the Property(collectively, the "Permits"). 4817-0574-5921.2 6 P:Wgendas\Agenda Attachments\Agrmts-Amend 2007`02-20-07 Green and Owens Final OPA.doc The Agency will cooperate with the Property Owners in connection with all proceedings, hearings, procedures, policies and requirements of the City from the time that the Development Application is delivered by the Property Owners to the City and the receipt and acceptance by the City of the Development Application through the date that the Development Permit is issued by the Development Services Department of the City to the Property Owners (collectively, the "City Approval Process"). The City Approval Process as it relates to Parcel 51, shall be subject to extension due to the force majeure Delay Events; provided, however, that the maximum number of days which may be claimed as delay by the Property Owners, prior to the filing of the Development Applications with the City as provided for in Section 3(h) above, and prior to the issuance by the City shall not,in the aggregate, exceed ninety(90)calendar days. An extension of time as a result of any such Delay Event shall be for the period of the existence of the particular circumstance imposing such delay, and each particular delay shall commence to run from the date of occurrence of such Delay Event;provided,however, that the Property Owners have first provided the Executive Director of the Agency with written notice of the occurrence of the force majeure Delay Event within ten(10) calendar days from its commencement. A Delay Event will continue only for so long as the circumstances giving rise to the delay continue to remain in effect, and the Property Owners shall exercise reasonable effort to mitigate the circumstances causing the delay to continue to exist. (j) Within ninety(90) calendar days from the acceptance by the Executive Director of the Agency of the Design Plans under Section 3(e)above,the Property Owners shall obtain, without limitation, all permits, authorizations, certificates, approvals and entitlements from the City and/or from all other Governing Entities in connection with the construction and development of the Project, particularly Parcel 51, including,without limitation,all building permits,zoning,health and safety permits, authorizations and/or certifications necessary or required by the City or each Governing Entity or utility company for the construction and development of the Projects. If the Property Owners have timely submitted all appropriate and satisfactory documents to the City and/or to each Governing Entity, in accordance with the terms, covenants and conditions of this OPA, and the City and/or any Governing Entity has not issued the Permits,or any one of them,as applicable, for reasons beyond the Property Owners' control, the Agency will allow a single thirty (30) calendar day extension to obtain all Permits under this Section 30). (k) Within fifteen(15)calendar days from the Effective Date,in connection with Parcels 49 and 50, and within ten (10) calendar days from the approval and issuance by the City and other Governing Entities of the Permits for Parcel 51,the Property Owners, at the Property Owners' sole cost and expense, shall immediately commence construction of development of the Project,as approved by the City and by all other Governing Entities, in compliance with the Permits and with the Codes, including, without limitation, the construction, development and installation of all off-site public improvements,if any,as required by the City and/or by such other Governing 4817-0574-5921.2 7 P:\Agendas\Agenda Attachments\Agrmts-Amend 2007`02-20-07 Green and Owens Final OPA.doc i Entities. Within ten(10)calendar days from the Effective Date, in connection with Parcels 49 and 50, and after the approval and issuance by the City and/or by all Governing Entities of all Permits in connection with Parcel 51 pursuant to Section 30) above: (i) all equipment, supplies, and materials needed to commence the construction of the Project must be delivered to, and located on or at,the Property, by,or for the benefit of,the Property Owners; (ii)all labor needed to commence the construction and development of the Project must be hired by,or under contract with a general contractor,or for the benefit of,the Property Owners;and(iii)the concrete foundation for the SFR Homes to be built at the Property,must be poured by,or for the benefit of, the Property Owners. (1) Within twelve (12) months from and after the Effective Date of this OPA, the Property Owners shall have completed, at the Property Owners' sole cost and expense, the construction and development of the Project, in compliance with the approved Plans,the Codes, the Permits, and the terms, covenants and conditions of this OPA. (m) The Property Owners agree that they will not abandon, terminate or substantially suspend the construction and development of the Project, including, without limitation,the construction,development and/or installation of any and/or all off-site public improvements,if any,required by the City or by any other Governing Entity. The Parties agree that the abandonment(the"Abandonment")of the construction and development of the Project shall mean and occur whenever the construction of the Project has terminated or been suspended by the Property Owners,for a period of five (5) consecutive business days, or seven(7)business days within any thirty(30)day period. For purposes of this OPA, the Parties agree that Saturday, Sunday and recognized state and federal legal holidays are not considered a business day. If the Abandonment occurs, the Property Owners shall be in default under this OPA. Notwithstanding anything to the contrary in this Section 3(m),an Abandonment shall not be deemed to have occurred whenever: (i) such Abandonment is the direct result of a force majeure Delay Event; provided,however,that the maximum number of days which the delay may be extended by the Property Owners shall not,in the aggregate,exceed thirty (30) calendar days. An extension of time as a result of any such force majeure Delay Event shall be for the period of the existence of the particular circumstance imposing such delay,and each particular delay shall commence to run from the date of occurrence of such force majeure Delay Event; provided, however, that the Property Owners have first provided the Executive Director of the Agency with written notice of the occurrence of the force majeure Delay Event within ten (10) calendar days from its commencement. A force majeure Delay Event will continue only for so long as the circumstances giving rise to the delay continue to remain in effect,and the Property Owners shall exercise reasonable effort to mitigate the circumstances causing the continued existence of the delay, or 4817-0574-5921.2 8 PA\Agendas\Agenda Attachments\Agrmts-Amend 2007\02-20-07 Green and Owens Final OPA.doc (ii) such Abandonment is the result of one(1)or more construction scheduling delays(singularly,the"Scheduling Delay"and collectively,the"Scheduling Delays") caused by, and directly resulting from, the inability on the part of the Property Owners to obtain labor or construction materials needed to continue and complete the construction and development of the Project, or any part thereof, to be performed and completed at the time of the alleged abandonment (other than from a force majeure Delay Event). Each Scheduling Delay must be beyond the control of, and not the fault of, the Property Owners (or any one of them), the Property Owners must notify, identify and describe in writing and in detail each Scheduling Delay to the Executive Director of the Agency within ten (10) calendar days of first becoming aware of each such Scheduling Delay,and the Executive Director of the Agency must approve in writing to the Property Owners each and every Scheduling Delay,in its sole and absolute discretion.Notwithstanding anything to the contrary in this Section 3(m)(ii),no Abandonment resulting from a Scheduling Delay may be extended beyond thirty(30) calendar day from its original scheduling date unless otherwise agreed to, in writing, by and between the Parties. Post-Construction Covenants: (n) Upon the timely construction, development and completion of the Project by,or for the benefit of the Property Owners,the Property Owners may request the Executive Director of the Agency to cause a Certificate of Completion to be executed and provided to the Property Owners substantially in the form of Exhibit "D" attached hereto and incorporated herein by this reference. The Certificate of Completion shall evidence a conclusive determination by the Executive Director of the Agency of the satisfaction of the obligation by the Property Owners under this OPA to construct, develop and complete the Project. (o) If the Executive Director of the Agency seeks to withhold the execution of a Certificate of Completion on the grounds of an existing default or breach under this OPA, then the Executive Director of the Agency shall, within thirty(30) calendar days from the date of the written request for the issuance of a Certificate of Completion from the Property Owners, provide a written statement to the Property Owners setting forth the reasons for the refusal or failure by the Executive Director of the to prepare and execute a Certificate of Completion. The statement shall also contain a detailed description of any action the Property Owners must take to obtain a Certificate of Completion. No provision of this Section 3(o) shall be deemed to excuse the Property Owners from having to comply with the Plans,the Codes and the Permits in the construction, development and completion of the Project. (p) In consideration of the terms, covenants, conditions and obligations made by the Property Owners under this OPA, and provided no Event of Default (as defined below)of this OPA has occurred by the Property Owners,the Agency hereby agrees that it shall not request the Authority to file with the Court the Eminent Domain 4817-0574-5921.2 9 P:\AgendasWgenda Attachments\Agrmts-Amend 200T02-20-07 Green and Owens Final OPA.doc i I i Complaint nor the Stipulated Judgment during the period provided for in Section 3(1) above. Nothing in this Section 3(p),however,shall be deemed to affect the power or capacity of any other public entity, including the City, to acquire any interest in the Property by an exercise of the power of eminent domain for a public purpose, as authorized by law. I Section 4. Agency Not to Request Authority to Acquire Property. As consideration for the terms, covenants, conditions, provisions, representations and/or warranties made by the Property Owners in Section 3 of this OPA,the Agency agrees that for the period described in Section 3(1) above, and provided that the Property Owners are not in Default under this OPA, the Agency shall not request the Authority to file with the Court, the Eminent Domain Complaint nor the Stipulated Judgment. The Agency and the Property Owners hereby acknowledge that in the Event of a Default on the part of the Property Owners,the Agency may exercise and enforce any remedies,at law or in equity,and as provided for in this OPA,including,without limitation,the acquisition of the Property by immediate purchase and sale in accordance with Section 8(c) and/or Section 8(d), as applicable, the acquisition of the Property by the Authority on behalf of the Agency,by filing with the Court of the Eminent Domain Complaint and the contemporaneous filing of the Stipulated Judgment and/or the filing of a complaint for specific performance and/or for damages. Section 5. Compliance with the City Approval Process; Other Required Entitlements. (a) Notwithstanding any provision of this OPA to the contrary,the Property Owners will t timely prepare,file and submit the Development Application to the City,shall fully comply with the City Approval Process, shall exercise their good faith efforts to obtain from the City the Development Permit,prior to the commencement by the Property Owners of any construction and development of the Project. The Property Owners shall obtain all Permits and shall construct, develop and complete the Project in compliance with the Plans, Permits and-all Codes. (b) Any use of the Property that the Property Owners may hereafter propose for the Property that is not specifically set forth in this OPA shall be subject to the separate and independent review and approval by the City and/or all other Governing Entities in accordance with the applicable Codes. It is recognized by the Property Owners that the City and all other Governing Entities shall have the right to approve or reject, in their sole and absolute discretion, any such development proposal prepared and submitted by or for the Property Owners. Section 6. Covenant Against Unlawful Discrimination. The Property Owners, for themselves and their successors and assigns agree that in the construction, development and completion of the Project, the Property Owners will not discriminate against any employee or applicant for employment because of sex,marital status,race,color,religion,creed,national origin, or ancestry and shall comply with all Plans, Codes and Permits. Section 7. Maintenance Condition of the Property. The Property Owners, for themselves, their successors and assigns, hereby covenant and agree that: I t 4817-0574-5921.2 10 P:Wgendas\Agenda Attachments\Agrmts-Amend 2007102-20-07 Green and Owens Final OPA.doc (a) The areas of the Property that are subject to public view, including all existing improvements, paving, walkways, landscaping, exterior signage and ornamentation shall be maintained in good repair and a neat,clean and orderly condition,ordinary wear and tear excepted. If, at any time during the term of this OPA, there is an occurrence of an adverse condition on any area of the Property that is subject to public view in contravention of the general maintenance standard described above (the "Maintenance Deficiency") the Agency shall notify the Property Owners, in writing, of the Maintenance Deficiency and give the Property Owners fifteen (15) calendar days from receipt of such notice to cure the Maintenance Deficiency identified in the notice. If the Property Owners fail to cure or commence to cure the Maintenance Deficiency within the time allowed,the Agency may conduct a public hearing following transmittal of written notice thereof to the Property Owners at least ten(10)calendar days prior to the scheduled date of such public hearing to verify whether a Maintenance Deficiency exists and whether the Property Owners have failed to comply with the provision of this Section 7(a). If, upon the conclusion of a public hearing, the Agency makes a finding that a Maintenance Deficiency exists and that there appears to be non- compliance with the general maintenance standard, described above, thereafter, the Agency shall have the right to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take other action at law or in equity that the Agency may then have to accomplish the removal and/or abatement of the Maintenance Deficiency. Any sum expended by the Agency for the removal and/or abatement of the Maintenance Deficiency on the Property authorized by this Section 7(a) shall become a lien on the Property. If the amount of the lien is not paid within fifteen (15) calendar days after written demand for payment by the Agency to the Property Owners, the Agency shall have the right to enforce the lien in the manner as provided in Section 7(c). (b) Graffiti, as this term is defined in Government Code Section 38772, that has been applied to any exterior surface of a structure or improvement on the Property and that is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by the Property Owners by either painting over the evidence of such vandalism with a paint that is color-matched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water,as appropriate. If any such graffiti may become visible from an adjacent or contiguous public right-of-way,but is not removed within forty-eight(48)hours following the time of such application, the Agency shall have the right to enter the Property and remove the graffiti,without notice to the Property Owners. Any sum expended by the Agency for the removal of graffiti from the Property authorized by this Section 7(b)by the Agency,shall become a lien on the Property. If the amount of the lien is not paid within fifteen(15)calendar days after written demand for payment by the Agency to the Property Owners,the Agency shall have the right to enforce its lien in the manner as provided in Section 7(c). (c) The Parties hereto further mutually understand and agree that the rights conferred upon the Agency under this Section 7 expressly include the power to establish and enforce a lien or other encumbrance against the Property,or any portion thereof,in the manner provided under Civil Code Sections 2924,2924b and 2924c in an amount reasonably necessary to restore the Property to the maintenance standard required under Section 7(a)or Section 7(b),including attorneys' fees and costs of the Agency associated with the removal and/or abatement of the Maintenance Deficiency, the removal of graffiti and/or the collection of the costs of the Agency in connection with such action. The provisions of this Section 7 shall be a covenant running with the land and shall be enforceable by the Agency. Nothing in the foregoing provisions of this Section 7 shall be deemed to 4817-0574-5921.2 11 P:\Agendas\Agenda Attachments\Agrmts-Amend 2007`02-20-07 Green and Owens Final OPA.doc preclude the Property Owners from making any alteration,addition,or other change to any structure or improvement or landscaping on the Property,provided that such changes comply with the Codes. Section 8. Defaults and Remedies. The failure or delay by either party to perform or observe any term,covenant,condition or provision of this OPA,or the making of any representation or warranty that is or becomes inaccurate or untruthful in any material manner, shall constitute an event of default(the"Default"or the"Event of Default")under this OPA. Should a Default occur under this OPA (or will occur upon the giving of notice, the passage of time, or both), the non- defaulting party shall be entitled to seek any remedy at law or in equity or as otherwise provided for in this OPA. General. (a) Except for those remedies that are exclusive to the Authority and/or the Agency as set for in Section 8(c), 8(d) and 8(e) of this OPA, the Agency and the Property Owners acknowledge that in the Event of a Default by the Property Owners under this OPA, the Agency may exercise and enforce any remedies, at law or in equity, or as otherwise provided for in this OPA including,without limitation,the purchase of the Property by the Agency from the Property Owners in accordance with Section 8(c) and/or Section 8(d),as applicable,the filing of a complaint for specific performance and/or for damages, or the purchase of the Property by the Authority and filing with the Court of the Eminent Domain Complaint and the contemporaneous filing with the Court of the Stipulated Judgment,as provided for and subject to Section 8(e)below. Except as provided for in Section 8(c), 8(d)and 8(e)below,the rights and remedies of the Parties are cumulative and the exercise by either party of one (1) or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same Default or any other Default by the other defaulting party. (b) The non-defaulting party that claims that an Event of Default has occurred shall give written notice of the Event of Default (the "Notice of Default") to the defaulting party, in the manner and as provided for in Section 11, specifying the alleged Event of Default. Any delay or failure by the non-defaulting party in giving such notice to the defaulting party shall not constitute a waiver of any Event of Default nor shall it change the time of the Event of Default;provided,however,the non-defaulting party shall have no right to exercise any remedy for an Event of Default without delivering the Notice of Default. Special Remedies. (c) If the Property Owners fail to commence the construction and development of the Project as provided for in Section 3(k)above, the Agency may immediately purchase the Property for the then as-is fair market value (the "Fair Market Value") of the Property as determined by a qualified MAI appraiser(the"Appraiser")acceptable to the Agency in its sole and absolute discretion having experience appraising real 4817-0574-5921.2 12 P:Wgendas\AgendaAttachmentsUgrmts-Amend 200702-20-07 Green and Owens Final OPA.doc property and improvements substantially similar to the SFR Homes (hereinafter referred to as the "Pre-Construction Purchase Price"). The Pre-Construction Purchase Price is the price to be paid by the Agency to the Property Owners for the purchase of the Property if the Property Owners have not commenced the construction and development of the Project within thirty(30)calendar days after the Effective Date. The Pre-Construction Purchase Price paid by the Agency to the Property Owners would be in lieu of the filing by the Authority at the request of the Agency with the Court of the Eminent Domain Complaint, the contemporaneous filing of the Stipulated Judgment and the Agency's exercise of its condemnation powers pursuant to the Eminent Domain Law. Code of Civil Procedure, Section 1230.010, et seq. The Parties agree that the consummation of the sale by the Property Owners to the Agency of the Property,the purchase of the Property by the Agency from the Property Owners, and the recording in the Official Records of the County of San Bernardino, State of California,of the grant deeds or quitclaim deeds, as required by the Agency in its sole and absolute discretion,conveying the Property from the Property Owners to the Agency(the"Pre-Construction Purchase and Saie Transaction") shall occur within sixty (60) calendar days from the receipt by the Property Owners of the Notice of Default from the Agency in accordance with Section 11. The Property Owners agree to cooperate with the escrow holder,the title company and/or the Agency to promptly open and close the escrow in connection with the consummation of the Pre-Construction Purchase and Sale Transaction and the transactions contemplated by this OPA. (d) If the Property Owners have commenced the construction and development of the Project at or on the Property prior to having subs,antially completed the construction and development of the Project and an Abandonment of the construction and development of the Project at or on the Property has occurred, and/or if the Property Owners have breached, or there is an Event of Default under Section 3(e), Section 3(f), Section 3(g), Section 3(h), Section 3(i) and/or Section 30)above, the Agency may purchase the Property for the post-construction purchase price (the "Post- Construction Purchase Price"). The Post-Construction Purchase Price is the Fair Market Value of the Property at the time determined by a qualified MAI Appraiser acceptable to the Agency in its sole and absolute discretion having experience appraising real property substantially similar to the SFR Homes plus the costs, expenses and amounts actually paid by the Property Owners for labor, equipment, materials, supplies, architect fees, engineering fees and.designer fees (collectively, the "Construction Costs") in connection with the construction and development of the Project in accordance with this OPA exclusive of any costs,expenses or amounts incurred by the Property Owners in connection with matters relating to general overhead. The Property Owners must provide the Agency with evidence and proof of payments acceptable to the Agency in its sole and absolute discretion for all Construction Costs that the Property Owners have actually paid in connection with the construction and development of the Project and that the Property Owners wish to have included as part of the Post-Construction Purchase Price. The purchase and sale pursuant to this Section 8(d) would be in lieu of the filing by the Agency with the 4817-0574-5921.2 13 P:\Agendas\Agenda AttachmentsUgrmts-Amend 2007W2-20-07 Green and Owens Final OPA.doc Court of the Eminent Domain Complaint, the contemporaneous filing of the Stipulated Judgment and the Agency's request to the Authority for exercise of its condemnation powers pursuant to the Eminent Domain Law, Code of Civil Procedure,Section 1230.010,et seq. The Parties agree that the consummation of the sale by the Property Owners to the Agency of the Property, the purchase of the Property by the Agency from the Property Owners, and the recording in the Official Records of the County of San Bernardino, State of California, of the grant deeds or quitclaim deeds, as required by the Agency in its sole and absolute discretion, conveying the Property from the Property Owners to the Agency (the "Post- Construction Purchase and Sale Transaction")shall occur within sixty(60)calendar days from the receipt by the Property Owners of the Notice of Default from the Agency(in accordance with Section 11). The Property Owners agree to cooperate with the escrow holder, the title company and/or the Agency to promptly open and close the escrow in connection with the consummation of the Post-Construction Purchase and Sale Transaction and the transactions contemplated by this OPA. (e) Upon the occurrence of an Event of Default under this OPA by the Property Owners, the Agency may, at such time and thereafter, request the Authority to file with the Court, the Eminent Domain Complaint and contemporaneously file the Stipulated Judgment, in lieu of filing an action for specific performance and in lieu of the remedies provided for in Section 8(c)and 8(d)above. The Stipulated Judgment shall specify and include, without limitation, that: (1) the Authority, upon the request of the Agency, has the right to file the Complaint and to contemporaneously file the Stipulated Judgment with the Court;(ii)that the title to the Property shall be awarded to the Authority and/or the Agency and will be transferred from the Property Owners to the Authority and/or the Agency at the time of the filing with the Court the Eminent Domain Complaint and the Stipulated Judgment;(iii)the Property Owners shall execute grant deeds or quitclaim deeds, as required by the Agency and/or the Authority in their sole and absolute discretion, conveying the Property from the Property Owners to the Agency; (iv) the Agency will pay the Property Owners the Pre-Construction Price if the construction has not commenced or the Post- Construction Purchase Price if construction is not yet substantially complete;and(v) all other terms, covenants and conditions required by the Agency, in its sole and absolute discretion, and/or the Codes. Section 9. Termination of the OPA. (a) Provided that the Property Owners are not in default under this OPA, the Property Owners may jointly terminate this OPA at their discretion for any reason within the first three (3) months after the Effective Date by serving written notice of termination (the "Notice of Termination")of the Agreement to the Agency which specifically refers to this Section 9(a)of this OPA. Upon receipt by the Agency of such written Notice of Termination,and provided the Property Owners are not then in default,the Parties shall be mutually released from any further obligation that arises under this OPA and the Agency shall have the discretion to cause the Property to be redeveloped for housing purposes by other applicable law. Notwithstanding any other provision in 4817-0574-5921.2 14 P:WgendasWgenda Attachments\Agrmts-Amend 200T02-20-07 Green and Owens Final OPA.doc this Section 9(a)to the contrary,upon or at any time after the receipt by the Agency of the Notice of Termination, the Agency shall also have the right and remedy, without limitation, to request the Authority to file the Eminent Domain Complaint.and the Stipulated Judgment with the Court. (b) The Agency may terminate this OPA at its discretion upon serving written Notice of Termination of this OPA to the Property Owners that specifically refers to this Section 9(b) of the Agreement, in the event that the construction and development of the Project has not been timely commenced within the time period provided for in Section 3(k)above. Upon receipt by the Property Owners of such written Notice of Termination, the Agency(but not the Property Owners) shall be released from any further obligation that arises under this OPA and shall have: (1)the right,without limitation,to cause the Property to be redeveloped for housing purposes by other applicable law and (ii)the right to enforce all rights and remedies provided for in this OPA,and at law and/or in equity, including, without limitation, the right to request the Authority to file the Eminent Domain Complaint and the Stipulated Judgment with the Court upon or at any time after the receipt by the Property Owners from the Agency of the Notice of Termination. Section 10. Covenants Running with the Land. The terms, covenants, conditions, agreements and provisions of this OPA shall be covenants that run with the land and the Property from the Effective Date of this OPA as a community redevelopment covenant. This OPA is expressly declared by the Parties for themselves, and for their successors and assigns, to be for the benefit of the Property and the Project Area. Section 11. Notices. Any and all notices required or permitted to be given under this OPA must be in writing and shall be: (1)personally delivered, or(ii)mailed certified or registered mail, via United States Postal Service, return receipt requested, postage prepaid, or (iii) delivered by express delivery service or messenger service, or(iv)dispatched through other electronic means or by verified fax transmission, to the respective Parties at the addresses indicated below: If to the Agency: Redevelopment Agency of the City of San Bernardino Attn.: Maggie Pacheco, Executive Director 201 North`B" Street, Suite 301 San Bernardino, California 92401 Telephoner (909)663-1044 Fax: (909)663-2294 With a copy to: Lewis Brisbois Bisgaard& Smith LLP (For Informational Attn.: Timothy J. Sabo Purposes Only) 650 East Hospitality Lane, Suite 600 San Bernardino, California 92408 Telephone: (909) 387-1130 Fax: (909) 387-1138 If to Property Owners: Kenneth L. Owens 258 South"K" Street San Bernardino, California 92410 Telephone: (714) 328-7104 4817-0574-5921.2 15 P:\Agendas\Agenda Attachments\Agrmts-Amend 200702-20-07 Green and Owens Final OPA.doc Alton C. Green 378 South Mount View Avenue San Bernardino, California 92408 Telephone: (909) 806-6259 Fax: (909) 886-2209 The Agency may provide Notice as required by this OPA either to the Property Owners,or to their Attorney to complete the giving of adequate Notice pursuant to this OPA. Any party may change its address by delivery of notice to the other party in the manner set forth above. Section 12. Governing Law; Litigation Costs. This OPA shall be construed and enforced in accordance with the laws of the State of California. Any legal actions arising among the Agency and the Property Owners related to this OPA must be instituted in the Court or any other appropriate court within the County of San Bernardino, or in the Federal District Court for the Central District of California. Should any such legal action be brought in any court of competent jurisdiction,the prevailing party in such action will be entitled to reimbursement by the other party for all reasonable attorneys' fees, court costs and any other costs related to such litigation. If any legal action is commenced by the Property Owners against the Agency, service of process on the Agency must be made by personal service to the Executive Director of the Agency,or in such other manner as may be allowed by law. If any legal action is commenced by the Agency against the Property Owners, service of process on the Property Owners, and each of them, shall be made by personal service in such other manner as may be allowed by law,and is valid whether made within or without the State of California. Section 13. Non-Liability of City and Agency Officials and Employees. No member, official or employee of the City or the Agency shall be personally liable to the Property Owners,or to their successors and assigns, in the Event of any Default by the City or by the Agency under the terms, covenants and conditions of this OPA. Section 14. Delay; No Force Maieure Defense. (a) Except as set forth in Section 3(h), 3(i) and 3(m) above, the Property Owners agree that delays due to force majeure events including acts of war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public enemy, epidemics, quarantine restrictions, freight embargoes or lack of transportation,weather caused delays, inability to secure necessary labor,materials or tools,delays of any contractors,subcontractor or supplier,which are not attributable to the fault of the party,does not extend the time for,or excuse,the performance of any covenant or undertaking by the Property Owners arising under this OPA. (b) The inability of the Property Owners to obtain a satisfactory commitment from a lender or to satisfy any other condition of this OPA relating to the construction, development and completion of this Project does not constitute a valid ground for a delay. Changes in either general economic conditions or changes in the economic assumptions of any party that may have provided a basis for entering into this OPA and that occur after the execution of this OPA do not provide any party with grounds for asserting the existence of a delay in the performance of any term, covenant, 4817-0574-5921.2 16 P:Wgendas\Agenda Attachments\Agrmts-Amend 200702-20-07 Green and Owens Final OPA.doc condition or undertaking arising under this OPA. Each party expressly-ass»mes the risk that changes in general economic conditions or changes in economic assumptions relating to the terms,covenants, conditions and undertaking of this OPA could impose an inconvenience or hardship on the continued performance of such party under this OPA,but that such inconvenience or hardship does not excuse the performance by such party of its obligations under this OPA. Section 15. Term of OPA, Amendment; No Waiver. (a) This OPA shall remain in effect until February 20,2008,which is twelve(12)months after the Effective Date. (b) This OPA may be amended or modified only by a written agreement duly executed by the Parties. Minor modifications or amendments of this OPA(i.e.,time of performance extensions, and/or minor,non-substantial modifications to the Design Plans)must be approved by the Executive Director of the Agency with the concurrence of the Agency's Counsel. Major modifications or amendments to this OPA must be approved by official action of the members of the Community Development Commission of the City. Failure on the part of a party to enforce any provision of this OPA shall not be construed as a continuing waiver of the right to compel enforcement of such provision or provisions and such failure to enforce any provision of this OPA shall never constitute nor be deemed to constitute an amendment to this OPA,without the official action of the Agency to specifically approve any such amendment. Section 16. Representations and Warranties of the Property Owners. The Property Owners make the following representations and warranties to the Agency and the Property Owners acknowledge that execution of this OPA by the Agency is made in material reliance by the Agency on such representations and warranties: (a) The Property Owners have the legal right,power and authority to enter into this OPA and to the instruments, documents and agreements referenced in this OPA, and the Property Owners have taken all requisite action and obtained all requisite consents in connection with entering into this OPA; (b) This OPA has been duly executed by the Property Owners and shall be enforceable in accordance with its terms; (c) The execution of this OPA shall not result in a breach of, nor constitute a default under any other agreement, document, instrument or other obligation to which the Property Owners are a party, or under law, statute, ordinance, rule, governmental regulation or any writ,injunction,order or decree of any court or governmental body applicable to the Property Owners, or any of them, or to the Property; (d) The Property Owners jointly own the fee simple interest in the Property,subject only to the matters of record disclosed to the Agency; Owens is an unmarried man and Green is a married man each of whom owns his respective undivided fee simple interests in the Property as his respective sole and separate property; 4817-0574-5921.2 17 PAAgendas\Agenda Attachments\Agrmts-Amend 2007W2-20-07 Green and Owens Final OPA.doc (e) The Property Owners have the funds available to them to undertake and to complete the construction and development of the Project; (f) The Property Owners shall construct, develop and complete the Project in compliance with all Plans, Permits and Codes, including, without limitation, all applicable federal and state labor laws, regulations, standards and requirements; (g) The Property Owners shall,at their own cost and expense,secure or shall cause to be secured, all Permits that may be required by the City or any other Governing Entity having jurisdiction over the construction,development and completion of the Project; (h) The Design Plans in connection with Parcels 49 and 50 have been approved by the City, in accordance with the terms of the City's development and building code, covenants and conditions of this OPA;in accordance with Section 3(d)of this OPA, the Property Owners shall submit the Design Plans in connection with Parcel 51 to the City and to all other Governing Entities and shall be subject to the approval of the Agency,pursuant to the terms, covenants and conditions of this OPA. (1) The Permits in connection with the construction and development of the SFR Homes on Parcels 49 and 50, respectively, have been issued by the City and by all other Governing Entities;in accordance with Section 30)of this OPA,the Permits for the construction and development of the SFR Home on Parcel 51 shall be issued by the City and by all other Governing Entities. I t 0) Prior to the execution of this OPA by the Agency and by the Property Owners, the spouse (the "Spouse") of Green shall execute, and cause to be acknowledged, a recordable quitclaim deed,in a form acceptable to the Agency in its sole and absolute discretion,which quitclaim deed shall grant,convey and/or transfer from the Spouse to Green all right, title and/or interest in the Property. (k) The Property Owners warrant that they possess,or shall obtain immediately after the execution and delivery of this OPA,and maintain and shall maintain during the term of this OPA, a business registration certificate pursuant to Title 5 of the City Municipal Code, together with any and all other licenses, permits, qualifications, insurance and approvals ofwhatever nature that are legally required to be maintained by the Property Owners to conduct their business activities within the City. Section 17. Property Owners and Agency Indemnity. The Property Owners agree to indemnify, defend, protect and hold the Agency, its officials, officers, attorneys, employees and agents, harmless from and against all actions, causes of action, claims, costs, damages, demands, expenses, fees, judgments, liabilities, obligations and penalties (including, without limitation, attorneys' fees and costs) (singularly the "Claim" and collectively, the "Claims") arising from or related to: (i) any act or omission of the Property Owners, or any of them, their agents, representatives, executors, administrators, trustees, personal representatives, devisees, heirs, successors and assigns (collectively, the"Other Parties"), in performing or failing to perform their t" obligations hereunder, or(ii)the approval and execution of this OPA by the Agency. The Agency 4817-0574-5921.2 18 P:\Agendas\Agenda Attachments\Agrmts-Amend 2007`02-20-07 Green and Owens Final OPA.doc agrees to indemnify and hold the Property Owners and the Other Parties harmless from and against all Claims arising from or related to any act or omission of the Agency in performing its obligations hereunder provided the Property Owners,or any of them,have not committed any willful misconduct or gross negligence. This indemnity provision shall survive the execution of this Agreement and the expiration of the term of this OPA. Section 18. Property Owners' Insurance. The Property Owners shall furnish and maintain, or shall cause to be furnished and maintained, to the Agency duplicate originals or appropriate certificates of comprehensive general liability insurance in the minimum amount of One Million Dollars($1,000,000)combined single limit, naming the Agency and the City as additional insureds. Such insurance shall cover comprehensive general liability including,but not limited to, contractual liability, acts of subcontractors, premises-operations, explosion, collapse and underground hazards, if applicable, broad form property damage, personal injury including libel, slander and false arrest,and automobile insurance for vehicles owned,hired or used by the Property Owners. In addition, the Property Owners shall furnish, maintain and provide to the Agency adequate proof of worker's compensation insurance coverage for its employees,as required by law. Any and all insurance policies required hereunder shall be obtained from insurance companies admitted in the State of California and rated at least B+/ (viii) in the most current edition of the Best's Key Rating Guide: Property-Casualty. All such insurance policies shall provide that they may not be canceled unless the Agency receives written notice of cancellation at least thirty(30)calendar days prior to the effective date of cancellation. Any and all insurance obtained by the Property Owners hereunder shall be primary to any and all insurance which the Agency may otherwise carry, € including self insurance, which for all purposes of this OPA shall be separate and apart from the requirements of this OPA. Any and all insurance required hereunder shall be maintained and kept in force until end of the term of the construction covenants as set forth in Section 3(1)of this OPA,and shall be occurrence based insurance policies. The Agency reserves the right to require the Property Owners to provide and maintain other insurance policies,in such amounts as reasonably required by the Agency and naming the Agency and the City as additional insured on each such insurance policy. Section 19. Severability. If any of the terms,conditions,provisions or covenants of this OPA are, to any extent, adjudged to be invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent jurisdiction, each and all of the remaining terms, conditions, provisions and covenants of this OPA will not be affected thereby and will remain in full force and effect and be valid and enforceable to the fullest extent permitted by applicable law. Section 20. Notice of Memorandum of OPA. The Parties agree and declare that the successors and assigns of each shall be bound by the terms,covenants and conditions of this OPA. The Parties shall execute and acknowledge and the Agency shall cause to be recorded, a Notice of Memorandum of this OPA substantially in the form of Exhibit"F"attached hereto and incorporated herein by this reference. Section 21. Entire OPA. Except as otherwise expressly provided herein, this OPA constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. The Parties intend this j OPA to be the final expression of their agreement with respect to the terms,covenants and conditions hereof, and a complete and exclusive statement of such terms, covenants and conditions. 4817-0574-5921.2 19 P:\Agendas\Agenda AttachmentsWgrmts-Amend 2007`02-20-07 Green and Owens Final OPA.doc I Section 22. Headings and Attachments. The headings of each section of this OPA are provided for purposes of reference and convenience only and do not have any meaning which is independent of the text of the section of the OPA to which they may generally correspond. The following list of attached documents are part of this OPA: Exhibit"A" - Vicinity Map Exhibit"B" - Legal Description of the Property Exhibit"C" - 32-Inches High Wrought-Iron Fence Specifications Exhibit "D" - Certificate of Completion Exhibit"E" - Stipulated Judgment Form Exhibit"F" - Memorandum of OPA Section 23. Third Party Beneficiaries. There are no third party beneficiaries to this OPA. The only Parties to this Agreement are the Agency and the Property Owners and their respective successors and assigns. This OPA is not intended,and shall not be construed,to benefit or be enforceable by any other person, entity or governmental authority whatsoever. Section 24. Remedies. Except as provided for in Section 8(c),Section 8(d)and in Section 8(e)above,in the Event of a Default under this OPA,the non-defaulting party shall be entitled to all remedies available pursuant to the terms of this Agreement, at law and in equity,.including,but not limited to,specific performance of this OPA,damages,the filing of the Eminent Domain Complaint and the filing of the Stipulated Judgment with the Court, and all such remedies by such party shall not be deemed an exclusive election of remedies or waiver of any other rights conferred on that party by the terms of this OPA. Section 25. Attorneys'Fees. If either party hereto files any action or brings any action or proceeding against the other arising out of this OPA, or is made a party to any action or proceeding brought by any other person or entity, then as between the Property Owners and the Agency, the prevailing party shall be entitled to recover as an element of its costs of suit,and not as damages,its reasonable attorneys' fees as fixed by the Court in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. The costs, salary and expenses of the City Attorney and members of his office in enforcing this OPA shall be considered as"attorneys' fees" for purposes of this Section. Section 26. Ambilzuities. This OPA is,in all respects,intended by each party hereto to be deemed and construed to have been jointly prepared by the Parties. The Parties hereby expressly agree that any uncertainty or ambiguity existing herein shall not be interpreted against either of them. Except as expressly limited by this paragraph,all of the applicable rules of interpretation of contract shall govern the interpretation of any uncertainty or ambiguity. Section 27. Counterparts. This OPA and any amendment or modification may be executed in counterparts,each of which shall be deemed an original,but all of which shall constitute but one (1) original agreement. 4817-0574-5921.2 20 P:WgendasWgendaAttachments\Agrmts-Amend 200702-20-07 Green and Owens Final OPA.doc Section 28. Time is of the Essence. The Proper'ty Owners and the Agency agree that time is of the essence in the performance and observance of the terms, covenants and conditions of this OPA. Section 29. Transmission by Facsimile. A facsimile transmitted document shall constitute an original document and facsimile transmitted signatures affixed thereto shall constitute the original signatures and shall be deemed effective execution of such document for purposes hereof. Section 30. Joint and Severable Liability. The Property Owners,and each of them,shall . be jointly and severally liability to perform and observe the terms, covenants, conditions, representations and warranties of this OPA. THIS 2007 PROPERTY OWNER PARTICIPATION AGREEMENT is dated as of February 20, 2007, and this OPA shall have no force or effect unless it has been approved by the governing body of the Agency and fully executed by the Parties. PROPERTY OWNERS Date: By: Kenneth L. Owens Date: By: Alton C. Green AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Date: By: Maggie Pacheco, Executive Director Approved as to Form and Legal Content: By: Agency o el 4817-0574-5921.2 21 P:Wgendas\Agenda AttachmentsUgrmts-Amend 2007\02-20-07 Green and Owens Final OPA.doc EXHIBIT"A" Vicinity Map � - - -Heal-�-- - - - - - . - - -� - - - - -�-- - �- - - -, I I 1I N 1 N I 1 1 I i 1 O� I 1 cO 1 I O N O I O N O 'I I i on No o � No � I O� y0 i O � MO I I I � o M � i M I 1 ' ' sn ' eet _ 1 I 4817-0574-5921.2 02-05-07 22 PAAgendas\Agenda Attachments\Agrmts-Amend 2007\02-20-07 Green and Owens OPA.doc - EXHIBIT "B" Legal Description of the Property All that certain real property situated in the County of San Bernardino,State of California,described as follows: PARCEL A: Lot 14, Block "A" of the Daley Tract, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 6,page(s)34,of Maps,in the office of the County Recorder of San Bernardino County. PARCEL B: Lot 15, Block "A" of the Daley Tract, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 6,page(s) 34,of Maps, in the office of the County Recorder of San Bernardino County. PARCEL C: Lot 22, 23, and 24, Block "A" of the Daley Tract, in the City of San Bernardino, County of San Bernardino, State of California,as per map recorded in Book 6,page(s)34,of Maps,in the office of the County Recorder of San Bernardino County. I 4817-0574-5921.2 02-05-07 23 PAAgendasXAgenda AttachmentsWgrmts-Amend 2007W-20-07 Green and Owens Final OPAAd EXHIBIT "C" 32-Inches High Wrought-Iron Fence Specifications 4817-0574-5921.2 02-05-07 24 P.WgendaMgenda Attachments\Agmts-Amend 200'A02-20-07 Green and Owens Final OPA.doc FILED VEWlY - t, 2 n m - 3 I X Q 2' IN PLANTING AREAS 3' WROUGHT IRON FENCE 5 b L E aA N— I. 1 1/2' SQ. TUBULAR STEEL RAIL (TOP AND BOTTOM). 2. 1 1/2' SQ. TUBULAR STEEL POST AT 6-O' O.C. 3. 5/8' SQ. STEEL, RICKETS AT 4' O.C. 4. FINISH GRADE. 8. 8 O CONC. FOOTINCx. ` ro. 9096 GOMPACTED SUBGRADE. NOTE: ALL UNFINISHED METAL TO RECEIVE TWO COATS OF RUST INHIBITING PRIMER Oc o? 4 TWO COATS GLOSS ENAMEL FINISH.-- rAoll 32 ' 1 Hi h W lron -; F(ence E r N.T.S. .. t d. �d • - dA PLAN VIEN d s - a N.T.S. d a a i 36' LEGENQ:, SEGTI ON VI EN 1. PRE-CAST CONCRETE PILASTER CAP BY STEPSTONE PRODUCTS: PHONE • (800) 512-9029 Model :19' X 19' AL.P.C. (Almond Pflaster Cap) COLOR: TAN s 2. 164 X 8' X 16' SPLIT-FACE (3 SIDES) BLOCK MANUFACTURER: ' .ORCO BLOCK CO: 8001413-6-i26 E i COLOR: RED $ROUJN ; 3. NO. 4 VERT. REBAR CAC-%E W/ TIES 0 24' O.C. i 4. NO, 5.REBAR BOTH WAYS 5. NO. 4 REBAR 6. GROUT SOLID ALL CELLS. I. MORTAR%BED S. FINISH G DE 32 " Hiq- h F w Ga � i EXHIBIT "D" RECORDING REQUESTED BY, AND WHEN RECORDED MAIL TO: ) Redevelopment Agency ) of the City of San Bernardino ) Attn.: Maggie Pacheco, Executive Director ) 201 North`B"Street, Suite 301 ) San Bernardino, CA 92401 ) (Space above line reserved for use by Recorder) Recording Fee Exempt Pursuant to Government Code Section 6103 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO CERTIFICATE OF COMPLETION The undersigned officer of the Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic (the "Agency") hereby certifies as follows: Section 1. The improvements required to be constructed in accordance with that certain Redevelopment Agency of the City of San Bernardino 2007 Property Owner Participation Agreement (the "OPA") dated February 20, 2007, by and between the Agency and Kenneth L. Owens, an unmarried man, and Alton C. Green, a married man, as their sole and separate property (the"Property Owners") located at 100 North Allen Street,Assessor Parcel Number,0135-292-51, 114 North Allen Street,Assessor Parcel Number 0135-292-50,and 122 North Allen Street,Assessor Parcel Number 0135-292-49 (collectively, the "Property") as more fully described in Exhibit "A" attached hereto and incorporated herein by this reference,have been completed in accordance with the terms, covenants, conditions, agreements and provisions of said OPA. Section 2. This Certificate of Completion shall constitute a conclusive determination of satisfaction of the agreements and covenants contained in the OPA with respect to the obligations of the Property Owners, and their successors and assigns, to construct and develop the Project, as defined in the OPA, excluding any normal and customary tenant improvements and minor building "punch-list" items, and including any and all buildings and any and all parking, landscaping and related improvements necessary to support or which meet the requirements applicable to the Project and its use and occupancy on the Property, whether or not said improvements are on the Property or on other property subject to the OPA, all as described in the OPA,and to otherwise comply with the Property Owners obligations under the OPA with respect to the Property and the dates for the beginning and completion of the construction and development of the Project thereon under the OPA; provided,however,that the Agency may enforce any covenant surviving this Certificate of Completion in accordance with the terms,covenants and conditions of the OPA. Said OPA is an official record of the Agency and a copy of said OPA may be inspected in 4817-0574-5921.2 02-05-07 25 PAAgendas\Agenda A[[achmcnts\Agnms_Amend 2007\02-20-07 Grcen and Owens Final OPA.doc the office of the Secretary of the Agency located at 201 North`B"Street,Suite 301,San Bernardino, California, during regular business hours. Section 3. The Property to which this Certificate of Completion pertains is more fully described in Exhibit"A"attached hereto and incorporated herein by this reference. DATED AND ISSUED this day of 12007 Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Maggie Pacheco, Executive Director Approved as to Form and Legal Content: Agency Counsel (ALL SIGNATURES TO BE ACKNOWLEDGED) 4817-0574-5921.2 02-05-07 26 PAAgendas\Agenda Attachments\Agrmts-Amend 2007\02-20-07 Green and Owens Final OPA.doc EXHIBIT "A" Legal Description of the Property All that certain real property situated in the County of San Bernardino, State of California,described as follows: PARCEL A: Lot 14, Block "A" of the Daley Tract, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 6,page(s) 34,of Maps,in the office of the County Recorder of San Bernardino County. PARCEL B: Lot 15, Block "A" of the Daley Tract, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 6,page(s) 34, of Maps, in the office of the County Recorder of San Bernardino County. PARCEL C: Lot 22, 23, and 24, Block "A" of the Daley Tract, in the City of San Bernardino, County of San Bernardino, State of California,as per map recorded in Book 6,page(s)34,of Maps,in the office of the County Recorder of San Bernardino County. I 4817-0574-59212 02-05-07 27 PAAgmdaAAgenda Attachments\Agnnts-Amend 200T02-20-07 Grcen and Owens Final OPA.doc EXHIBIT "E" Stipulated Judgment Form 4817-0574-5921.2 02-05-07 28 PAAgendas\Agenda AttaclumntsWgrnns-Amend 2007\02-20-07 Grcen and Owera Final OPA.doc 1 k50East S BRISBOIS BISGAARD & SMITH LLP N A. FELD, SB# 162773 2 Hospitality Lane, Suite 600 rnardino, California 92408 3 one: (909) 381-7142 acsimile: (909) 387-1138 4 5 Attorneys for Plaintiff Redevelopment Agency of the City of San Bernardino 6 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF SAN BERNARDINO, CENTRAL 10 0. 11 REDEVELOPMENT AGENCY OF THE CITY) CASE NO. SCVSS o OF SAN BERNARDINO, ) W - 12 ) STIPULATION FOR ENTRY OF Plaintiff, ) JUDGMENT AND PERMANENT o 5 Q � 13 ) INJUNCTION; AND [PROPOSED] ORDER a g o 14 v ) (CCP Section 664.6) U. M ) a W KENNETH L. OWENS, AN INDIVIDUAL;) 100 North Allen Street, San Bernardino, Calif o Z 15 ALTON C. GREEN,AN INDIVIDUAL;DOES 1) Assessor Parcel Number: 0135-292-51 "—� a o a THROUGH 100; AND ALL PERSONS) 2 z F 16 CLAIMING ANY RIGHT, TITLE OR) 114 North Allen Street, San Bernardino, Calif. m �W INTEREST IN OR TO THE REAL PROPERTY) Assessor Parcel Number: 0135-292-50 N Q 17 TO BE CONDEMNED IN THIS ACTION, ) JN ) 122 North Allen Street, San Bernardino, Calif. 18 Defendants. ) Assessor Parcel Number: 0135-292-51 19 ) 20 21 Plaintiff the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 22 ("Agency")by and through its counsel of record, and Defendant KENNETH L. OWENS ("Owens") 23 by and through his counsel of record, and Defendant ALTON C. GREEN("Green") by and through 24 his counsel of record,hereby stipulate that the following be ordered, adjudged and decreed subject to the approval of the Court: 25 26 1. Plaintiff Agency is a public body,corporate and politic corporation duly organized and 27 existing under the laws of the State of California,having its principal place of business in the City of 28 San Bernardino, California. Defendant Owens is an unmarried man who owns an undivided fifty 4848-3155-1233.1 -1- STIPULATION FOR ENTRY OF JUDGMENT 1 percent(50%) fee simple interest in that certain real property located at 100 North Allen Street, San 2 Bernardino, California, Assessor Parcel Number 0135-292-51, 114 North Allen Street, San 3 Bernardino, California, Assessor Parcel Number 0135-292-50, and 122 North Allen Street, San 4 Bernardino,California,Assessor Parcel Number 0135-292-49(collectively,the"Property")and is an 5 individual residing in the County of San Bernardino, State of California. Defendant Green is an 6 unmarried man who owns an undivided fifty percent(50%) fee simple interest in the Property and is 7 an individual residing in the County of San Bernardino, State of California. The Property is located 8 in the City of San Bernardino, County of San Bernardino, State of California. 9 2. The San Bernardino City Housing Authority("Authority") is a public entity created 10 pursuant to Health & Safety Code Section 34200, et seq. ("Housing Authorities Law") and is 11 authorized to acquire and redevelop blighted properties located within the City of San Bernardino, as M 12 authorized by the Housing Authorities Law, for community redevelopment purposes through the co W � No N ° �2 13 exercise of eminent domain. tY Z Z m g U- 14 3. On January 22,2007,the Authority adopted and approved Resolution No. SBHA/2007- _ J � m` ~o Z 15 1, entitled "Resolution of the San Bernardino City Housing Authority Declaring the Public Interest a 0 0 W F 16 and Necessity of Acquisition of Real Property by the San Bernardino City Housing Authority Over the 2 � m ca M a 17 Property located at 100, 114 and 122 North Allen Street, San Bernardino, California (Bonnie S. W 18 Johnson - APNS: 0135-292-49, 50 and 51 Respectively) (IVDA Redevelopment Project Area - 19 Meadowbrook Neighborhood Restoration Area)" ("Resolution of Necessity"). Pursuant to the 20 Resolution ofNecessity and the Redevelopment Cooperation Agreement("Cooperation Agreement"), 21 dated May 17, 2004, as executed and entered into by and between the Authority and the Agency,the 22 Authority and the Agency have the right to acquire by the exercise of eminent domain the Property 23 for community redevelopment purposes in accordance with the laws of the State of California 24 including the California Community Redevelopment Law and Health and Safety Code Sections 33391 25 and 33492.40. 26 4. Defendant Owens and Defendant Green,the fee simple owners of the Property,and the 27 Agency executed and entered into the Redevelopment Agency of the City of San Bernardino 2007 28 Property Owner Participation Agreement, dated as of February_, 2007 ("OPA"). Pursuant to the 4848-3155-1233.1 -2- STIPULATION FOR ENTRY OF JUDGMENT 1 terms, covenants and conditions of the OPA, Defendant Owens and Defendant Green(collectively, 2 the "Defendants") agreed to construct, develop and complete three (3) single-family homes, in 3 accordance with and pursuant to the terms,covenants and conditions of the OPA on the condition that 4 the Agency refrain from acquiring the Property through the exercise of eminent domain. In accordance 5 with the terms,covenants and conditions of the OPA,the Agency agreed to refrain from acquiring the 6 Property through the exercise of eminent domain as authorized by the Resolution of Necessity and the 7 Cooperation Agreement on the condition that the Defendants, or any one of them, not be in default 8 under the OPA. Pursuant to Section 30 of the OPA, the Defendants are jointly and severably liable 9 to perform and observe the terms,covenants,conditions,representations an/or warranties of the OPA. 10 5. The OPA further provides that in the event the Defendants, or any one of them, are in 11 default under the OPA and the Agency elects to acquire the Property through the exercise of eminent M 12 domain,the Defendants will execute, and will have duly acknowledged,one or more co W y g grant deeds on o Q M 13 the date that this Stipulation for Entry of Judgment is filed with this Court, in form and substance Z Z r- 0 g M 14 acceptable to the Agency in its sole and absolute discretion, which grant deed or grant deeds shall J g, Q U W m o z 15 grant, transfer and convey fee simple interest and title in the Property from the Defendants to the 0 N oa m p=a � 16 Agency. N �ZW m a 17 6. The Defendants acknowledge and agree that: (i) the Defendants are in default under U) J18 the OPA,(ii)the Defendants have no right to cure such default under the OPA,or that the right to cure 19 such default,if any, has expired,(iii)the Agency has all rights and remedies available to the Agency, 20 at law, in equity and/or under the OPA, including the right to file with this Court a Complaint for 21 Eminent Domain and to contemporaneously file the Stipulation for Entry of Judgment,and(iv)on the 22 date that the Agency files with this Court this Stipulation for Entry of Judgment,the Defendants shall 23 execute, and cause to be acknowledged, one(1)or more grant deeds which grant deed or grant deeds 24 shall grant, transfer and convey the fee simple interest and title in the Property from the Defendants 25 to the Agency. 26 Defendant Owens and Defendant Green agree to the entry of a permanent injunction such that 27 Defendant Owens, Defendant Green, and all spouses, agents, representatives, executors, 28 administrators, personal representatives, trustees, devises, heirs, successors, assigns, employees, 4848-3155-1233.1 -3- STIPULATION FOR ENTRY OF JUDGMENT I servants, principals, co-venturers, subsidiaries and affiliates, and all those acting under Defendant 2 Owens and/or Defendant Green's control, or on Defendant Owens' and/or on Defendant Green's 3 behalf, or in concert or participation with Defendant Owens and/or with Defendant Green, are 4 permanently enjoined, for all future time,without limitation and will: 5 a. Immediately execute, and have acknowledged, one or more grant deeds which grant 6 deed or grant deeds shall grant,transfer and convey fee simple interest and title in and to the Property 7 from the Defendants to the Agency. 8 b. Not destroy or damage the Property and/or any improvements located thereon, nor 9 destroy, damage and/or remove fixtures or personal property from the Property or from any 10 improvements located at the Property. 11 C. In the event that any litigation or other proceeding is brought for the interpretation of ~ ° ° 12 enforcement of this Stipulation for Judgment, Judgment, Permanent Injunction and/or the OPA, the N W oQ 2 13 prevailing party shall be entitled to recover reasonable attorneys' fees, as well as costs and expenses ZZ I- a g° m 14 actually incurred in connection therewith, in addition to any other relief to which that party may be . J ° m � o z 15 entitled. m° = a a 16 d. This Court will retain jurisdiction to enforce the provisions of this Stipulation for �ZW p p � LU m 17 Judgment, Permanent Injunctions, and the OPA pursuant to CCP Section 664.6. � N J18 7. The parties further stipulate that Defendants waive any and all defenses they may have 19 with respect to the Resolution of Necessity, to the underlying findings that formed the basis for the 20 Resolution of Necessity,to the authority of the Agency and Authority to proceed with this Stipulation 21 for Judgment and Complaint and to any alleged procedural and substantive defects in the Complaint 22 for condemnation. 23 IT IS SO STIPULATED: 24 Dated: ;20_ LEWIS BRISBOIS BISGAARD & SMITH LLP 25 26 By 27 Attorneys for Plaintiff the REDEVELOPMENT 28 AGENCY FOR THE CITY OF SAN BERNARDINO 4848-3155-1233.1 -4- STIPULATION FOR ENTRY OF JUDGMENT 1 Dated: 2 3 By 4 Attorneys for Defendant ALTON C. GREEN 5 6 Dated: 20_ 7 8 9 By 10 Attorneys for Defendant ALTON C. GREEN J 1 1 O ~ ° - 12 co � a 13 z g0 � 14 J O m oz _ 6z 15 ooa m ~ ¢W 16 � � m m U) Q 17 w 18 J 19 20 21 22 23 24 25 26 27 28 4848-3155-1233.1 -5- STIPULATION FOR ENTRY OF JUDGMENT I [PROPOSED] ORDER 2 Based upon the Stipulation for Entry of Judgment and for good cause shown,judgment and entry 3 f a permanent injunction is entered against Defendant Owens and against Defendant Green and all 4 spouses,agents,representatives, executors,administrators,personal representatives,trustees,devises, 5 heirs,successors,assigns,employees, servants, principals,co-venturers,subsidiaries and affiliates,and 6 all those acting under Defendant Owens and/or under Defendant Green's control, or on Defendant 7 wens' and/or on Defendant Green's behalf, or in concert or participation with Defendant Owens 8 and/or with Defendant Green, and are permanently enjoined, for all future time without limitation,in 9 relation to the lawsuit entitled REDEVELOPMENT AGENCY OF THE CITY OF SAN 10 BERNARDINO v. KENNETH L. OWENS, AN INDIVIDUAL; ALTON C. GREEN, AN 11 INDIVIDUAL; DOES 1 THROUGH 100; AND ALL PERSONS CLAIMING ANY RIGHT, TITLE ~ ° M 12 OR INTEREST IN OR TO THE REAL PROPERTY TO BE CONDEMNED IN THIS ACTION. Cq � Wm �2 13 In accordance with the Stipulation for Judgment, defendants will: p W ZZr- a g ° CD 14 a. Immediately execute, and cause to have acknowledged, one(1) or more grant deeds which J ° Q � a+ o Z 15 ant deed or grant deeds shall grant, transfer and convey fee simple interest and title in the Property a N p o a Mz 16 from the Defendants to the Agency. �m � a 17 b. Not destroy or damage the Property and/or any improvements located thereon, or destroy, m J18 damage and/or remove fixtures or personal property from the Property or from any improvements 19 ocated at the Property. 20 c. In the event that any litigation or other proceeding is brought for the interpretation of 21 nforcement of this Stipulation for Judgment, Permanent Injunction and/or the OPA, the prevailing 22 party shall be entitled to recover reasonable attorneys' fees, as well as costs and expenses actually 23 ncurred in connection therewith, in addition to any other relief to which that party may be entitled. 24 d. This Court retains jurisdiction to enforce the provisions of this Stipulation for Judgment, 25 and Permanent Injunction, and the OPA. 26 IT IS FURTHER ORDERED: 27 28 4848-3155-1233.1 -6- STIPULATION FOR ENTRY OF JUDGMENT IT IS SO ORDERED 2 Dated: , 200_ 3 The Honorable 4 Judge of the Superior Court. 5 6 7 8 9 10 11 x o 12 ca C. 13 o Ng � wZr, a g UO 14 J ° m ►l�z 15 co CO p o a m �Qw 16 Qy W�- Q m fn Q 17 co J 18 19 20 21 22 23 24 25 26 27 28 4848-3155-1233.1 STIPULATION FOR ENTRY OF JUDGMENT EXHIBIT "F" RECORDING REQUESTED BY, ) AND WHEN RECORDED MAIL TO: ) Redevelopment Agency ) of the City of San Bernardino ) Attn.: Maggie Pacheco, Executive Director ) 201 North`B" Street, Suite 301 ) San Bernardino, CA 92401 ) Space above line reserved for use by Recorder Recording Fee Exempt Pursuant to Government Code Section 6103 MEMORANDUM OF OPA THIS MEMORANDUM OF OPA(the"Memorandum")is dated as of February 20,2007,by the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, a public body, corporate and politic (the "Agency"), and Kenneth L. Owens, an unmarried man, and Alton C. Green, a married man (collectively, the "Property Owners"). 1. Covenant to Construct Three (3) Single-Family Residences on the Property. Upon the terms,covenants and conditions set forth in that certain 2007 Property Owner Participation Agreement(the"OPA")by and between the Agency and the Property Owners,the Property Owners agree to construct and develop the Project(as that term is defined in the OPA) on or at that certain Property located in the City of San Bernardino, County of San Bernardino, California, and as more particularly described in Exhibit"A" attached hereto and incorporated hereby by this reference. 2. Incorporation of OPA. This Memorandum is for informational purposes only and nothing contained in it shall be deemed to in any way modify or otherwise affect any of the terms, covenants, conditions,provisions, agreements, representations and/or warranties(collectively,the "Covenants") made in the OPA. This Memorandum is subject to all of the Covenants made in the OPA, and in the event of any inconsistency between the Covenants of the OPA and of this Memorandum, the Covenants of the OPA shall prevail. 3. Counterparts. This Memorandum may be executed in any number of counterparts, each of which shall constitute an original and all of which shall constitute one (1) and the same instrument, document and/or agreement. 4. Covenants Running With the Land. The Covenants shall run with the land and be binding on the Property Owners, their successor and assigns, including, without limitation, all executors,administrators,trustees,personal representatives,devisees and/or heirs,and all successors 4817-0574-5921.2 02-05-07 29 PAAgendas\Agenda AttachmentMg nts-Amend 2007\02-20-07 Gcen and Owens Final OPA.doe in interest to the Property Owners until twelve (12) months after the Effective Date February 20, 2008, as defined in the OPA. IN WITNESS WHEREOF,the undersigned have executed this Memorandum of OPA as of the day and year first written above. AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate and politic Date: By: Maggie Pacheco, Executive Director Approved as to Form and Legal Content: Agency Counsel PROPERTY OWNERS Date: Kenneth L. Owens Date: Alton C. Green (ALL SIGNATURES TO BE ACKNOWLEDGED) 4817-0574-5921.2 02-05-07 30 PAAgen(WAgenda AttachmrntsWgnrns_Anxnd 2007102-20.07 Green and Owens Final OPA.dm EXHIBIT "A" Legal Description of the Property All that certain real property situated in the County of San Bernardino,State of California,described as follows: PARCEL A: Lot 14, Block "A" of the Daley Tract, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 6,page(s)34,of Maps,in the office of the County Recorder of San Bernardino County. PARCEL B: Lot 15, Block "A" of the Daley Tract, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 6,page(s) 34,of Maps, in the office of the County Recorder of San Bernardino County. PARCEL C: Lot 22, 23, and 24, Block "A" of the Daley Tract, in the City of San Bernardino, County of San Bernardino,State of California, as per map recorded in Book 6,page(s)34,of Maps,in the office of the County Recorder of San Bernardino County. I 4817-0574-5921.2 02-05-07 31 PAAgendaMgenda Attachrrents\Agnmts-Amend 2007\02-20-07 Green and Owens Final OPA.doc