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EXHIBIT "A"
CONSENT AND ESTOPPEL
THIS CONSENT AND ESTOPPEL ("Consent") is made as of January 15, 2013, by THE
CITY OF SAN BERNARDINO ACTING AS SUCCESSOR AGENCY TO THE
REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO
("Successor Agency") for the benefit of BANK OF AMERICA,N.A. ("Lender").
RECITALS
A. La Placita on 2nd Street, LLC, a California limited liability company ("Borrower")
is the owner of certain real property and all improvements now or hereafter located or
constructed thereon which is more particularly described in Exhibit A attached hereto and
incorporated by this reference (collectively,the "Property").
B. Borrower has advised Successor Agency that pursuant to that certain Construction
Loan Agreement dated as of January 15, 2013 (the "Loan Agreement"), Lender has agreed to
make a loan of up to Ten Million Seven Hundred Fifty Thousand Dollars ($10,750,000) (the
"Loan") to Borrower. Borrower has advised Successor Agency that the Loan will be evidenced
by a Promissory Note in the principal amount of the Loan (the "Note"). Borrower has advised
Successor Agency that Borrower's obligations under the Loan Agreement and the Note will be
secured by a Construction Deed of Trust, Assignment, Security Agreement and Fixture Filing
dated as of January 15, 2013 affecting the Property (the "Deed of Trust") and to be recorded in
the Official Records of San Bernardino County, California. Borrower has advised Successor
Agency that Borrower's obligations under the Loan Documents will be guaranteed by Alex
Meruelo, individually and as trustee of the Alex Meruelo Living Trust dated August 6, 1996, as
amended and restated on July 11, 2001 ("Guarantor") pursuant to the terms and conditions of
that certain Guaranty Agreement dated as of January 15, 2013 for the benefit of Lender (the
"Bank Guaranty"). The Loan Agreement, the Note, the Deed of Trust and the Bank Guaranty
are hereinafter referred collectively as the "Loan Documents."
C. Pursuant to that certain Disposition and Development Agreement (La Placita on
2nd Street) by and between the former Redevelopment Agency of the City of San Bernardino, a
dissolved public body, corporate and politic ("Former Agency"), and Borrower, dated as of
November 20, 2006 (the "DDA"), Former Agency sold a portion of the Property to Borrower.
D. Pursuant to AB 1 x 26, enacted on June 28, 2011, as amended by AB 1484, enacted
on June 27, 2012 (collectively, the "Dissolution Act"), the Former Agency was dissolved on
February 1, 2012.
E. Pursuant to Health & Safety Code Section 34173, subdivisions (a) and (b), the
Successor Agency was designated as the successor entity to the Former Agency and, except for
those provisions of the Community Redevelopment Law that are repealed, restricted, or revised
pursuant to the Dissolution Act, all authority, rights, powers, duties, and obligations previously
vested with the Former Agency, under the Community Redevelopment Law, are now vested in
the Successor Agency.
601853823v4 1 Consent and Estoppel
DOCSOC/1604199v3/200430-0000