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HomeMy WebLinkAboutMINUTES - 10282003 - D2 TO: REDEVELOPMENT AGENCY/BOARD OF SUPERVISORS ,. r� ,: Contra Costa FROM: John Sweeten, Executive Director County DATE: October 28, 2003 SUBJECT: First Amendment to the Disposition,Development,and Loan Agreement —Bay View Housing Development, Bay Point Redevelopment Project Area SPECIFIC REQUEST(S)OR RECOMMENDATIONS(S)&BACKGROUND AND JUSTIFICATION RECOMIVIENDATIONS 1. HOLD a Joint Public Hearing of the Board of Supervisors and the Governing Board of the Redevelopment Agency on the sale of the Redevelopment Agency owned property as required by Section 33433 of the Health and Safety Code; 2. As the Board of Supervisors,ADOPT Resolution: a. APPROVING the First Amendment to the Disposition,Development,and Loan Agreement by and between the Redevelopment Agency and Resources for Community Development and OBG at Bay Point, LLC (assignee of the O'Brien Group under an Assignment and Assumption Agreement dated June 24, 2003) for the Bay View Housing Development, 52 multiple-family residential units and 69 single-family residential units,in,.te Bay Point Redevelopment Project Area; b. AUTHORIZING the Redevelopment Director to execute the Infrastructure Agreement by and between the Redevelopment Agency and Resources for Community Development and OBG at Bay Point,LLC as referenced in the Disposition,Development and Loan Agreement; c. AUTHORIZING the expenditure of Redevelopment Agency funds in the amount of$935,403 for the construction of certain infrastructure improvements; d. APPROVING the Amendment of the 33433 summary report previously app ed by Board of Supervisors Resolution No. 2003-166. j CONTINUED ON ATTACHMENT: X YES SIGNATURE � RECOi1tiMENDATlON OF EXECTUTIVE DIRECTOR/COUNTY ADMINI RA OR RECOMMENDATION OF AGENCY/BOARD COMMITTEE / _APPROVE OTHER i r SIGNATURE (S): ACTION OF BOARD ON October 18, 10 APPROVED AS RECOMMENDED X OTHER? *See addendum for Board action VOTE OF SUPERVISORS/COMMISSIONERS I HEREBY CERTIFY THAT THIS IS A TRUE X UNANIMOUS (ABSENT � ) AND CORRECT COPY OF AN ACTION AYES: NOES: TAKEN AND ENTERED ON THE MINUTES ABSENT: --- .ABSTAIN: OF THE BOARD OF SUPERVISORS ON THE -- DATE SHOWN Contact: Maureen Totes, Community Development- 335- ATTESTED October 28, 20C}3 1250 JOHN SWEETEN, AGENCY SECRETARY, cc: Redevelopment Agency CLERK OF THE BOARD OF SUPERVISORS County Administrator AND COUNTY ADMININIS"TRATOR County Counsel Public Works Department, Steve Kowalewski By Public Works Department,Heather Ballenger DEP Public Works Department,Gregg Connaughton Board of Supervisors October 28,2003 First Amendment to DDLA-Bay Point Page 2 RECOMMENDATIONS(continued) 3. As the Governing Body of the Redevelopment Agency, Adopt Resolution: a. APPROVING the First Amendment to the Disposition,Development,and Loan Agreement by and between the Redevelopment Agency and Resources for Community Development and OBG at Bay Point,LLC for the Bay View Housing Development,52 multiple-family residential units and 69 single-family residential units, in the Bay Point Redevelopment Project Area; b. AUTHORIZING the Redevelopment Director to execute the Infrastructure Agreement by and between the Redevelopment Agency and Resources for Community Development and OBG at Bay Point,LLC as referenced in the Disposition,Development and Loan.Agreement; c. AUTHORIZING the expenditure of Redevelopment Agency funds in the amount of$935,403 for the construction of certain infrastructure improvements; d. APPROVING the Amendment of the 33433 summary report previously approved by Redevelopment Agency Resolution RA2003-01. FISCAL IMPACT No General Funds would be used. The terms of the proposed disposition and financial assistance of the Agency are fully described in the attached 33433 report. TIONS On March 11,2003,the Board of Supervisors/Redevelopment Agency Board approved execution of the DDLA by and between the Redevelopment Agency and Resources for Community Development and the O'Brien Group (OBG at Bay Point, LLC)for the Bay View Housing Development, 52 multiple-family residential units and 69 single-family residential units,in the Bay Point Redevelopment Project Area, The project also includes substantial infrastructure improvements within the neighborhood, which have been identified as Phase 4 of the North Broadway Infrastructure Improvement Program. Section 33433 of the Health and Safety Code requires Redevelopment Agencies to hold a public hearing prior to approving the sale of property acquired with tax increment funds. Section 33445 of the Health and Safety Code requires Redevelopment Agencies to make findings in support of the expenditure of funds for infrastructure with tax increment funds. The Infrastructure Agreement between the Redevelopment Agency,Resources for Community Development and the O'Brien Group(OBG at Bay Point,LLC)describe the financial obligation of each party for the infrastructure improvements necessary to complete the project. The agreement further describes the improvements necessary to complete either the multiple-family portion or the single-family portion of the project should one of the partners exit the partnership. The Agency contributions toward these improvements represent improvements identified in Phase 4 of the North Broadway Infrastructure Improvements Program. The Redevelopment Agency implemented the North Broadway Infrastructure Program,to fund the needed infrastructure improvements within the existing neighborhood. No other available funding sources are available. Partnering with the developers of the vacant infill site is a cost- effective way to fund the final phase of the program. Board of Supervisors October 28,2003 First Amendment to DDLA-Bay Point Page 3 The major points for the amendment include the deferred payment of both the land and County-required impact fees(i.e.,park dedication, flood control,and traffic)for the single-family portion of the project until psale of the single-family homes. The Redevelopment Agency will hold a promissory note and deed to assure payment of required fees. ADDENDUM TO ITEM D.2 October 28, 2003 The Board of Supervisors considered the First Amendment to the Disposition,Development and Loan Agreement—Bay View Housing Development Bay Paint Redevelopment Project Area. Maureen Toms, Community Development Department presented the staff report and recommendations. The Chair opened the public hearing and the following person presented testimony; Eric Keller, O'Brien Group, 2001 Winward Way, Ste 200, San Mateo The public hearing was closed. Supervisor Glover moved to approve the staff recommendations and Supervisor Greenberg second the motion. The Board then took the following action: a CLOSED the public hearing; • ADOPTED Resolution 2003/658 as the Board of Supervisors and APPROVED the First Amendment to the Disposition, Development and Loan Agreement by and between the Redevelopment Agency and Resources for Community Development and OBG at Bay Point, LLC (assignee of the O'Brien Group under an Assignment and Assumption Agreement dated June 24, 2003) for the Bay View Housing Development, 52 Multiple-family residential units and 69 single- family residential units, in the Bay Point Redevelopment Project Area; o AUTHORIZED the Redevelopment Director to execute the Infrastructure Agreement by and between the Redevelopment Agency and Resources for Community Development and OBG at Bay Point, LLC as referenced in the Disposition,Development and Loan Agreement; a AUTHORIZED the expenditure of Redevelopment Agency funds in the amount of$935,403 for the construction of certain infrastructure improvements; a APPROVED the Amendment of the 33433 summary report previously approved by Board of Supervisors Resolution No. 2003/166 • ADOPTED Resolution No. 2003/659 as the Governing Body of the Redevelopment Agency; o APPROVED the First Amendment to the Disposition, Development and Loan Agreement by and between the Redevelopment Agency and Resources for Community Development and OBG at Bay Point, LLC for the Bay View Housing Development, 52 multiple-family residential units and 69 single-family residential units, in the Bay Point Redevelopment Project Area; o AUTHORIZED the Redevelopment Director to execute the Infrastructure Agreement by and between the Redevelopment Agency and Resources for Community Development and OBG at Bay Point, LLC as referenced in the Disposition, Development and Loan Agreement; o AUTHORIZED the expenditure of Redevelopment Agency funds in the amount of$935,403 for the construction of certain infrastructure improvements; o APPROVED the Amendment of the 33433 summary report previously approved by Redevelopment Agency Resolution RA2003-01 THE BOARD OF SUPERVISORS OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on October 28,2003,by the following vote: AYES: wmtVISm Gioia, Uilkem, Greenberg, Glover and Desaulnier NOES: Nom ABSENT: NM ABSTAIN: Nm Resolution No.: 2003/658 SUBJECT: (1)Authorizing execution of an amendment to a Disposition, Development and Loan Agreement previously executed.with Resources for Community Development, a California non-profit public benefit corporation("RCD"), and OBC At Bay Paint, LLC, a California limited liability company ("OBG"), (2) making findings and approvals pursuant to the California Community Redevelopment Law,and(3) consenting to the expenditure of Agency funds for the construction of certain infrastructure improvements. The Board of Supervisors of Contra Costa County RESOLVES THAT: The Board of Supervisors (the "Board")of the County of Contra Costa(the "County") adopted the Bay Point Redevelopment Plan by Ordinance No. 87-102 on December 29, 1987, and subsequently amended by Ordinance No. 94-64 on December 6, 1994 and Ordinance No. 99-05 on February 23, 1999 (the "Redevelopment flan"),which Redevelopment Plan sets forth a plan for redevelopment of the Bay Point Redevelopment Project Area(the "Project Area"). The Contra Costa County Redevelopment Agency(the "Agency")is responsible for administering the Redevelopment Plan to cause redevelopment of the Project Area, including assembly, site preparation and redisposition of property both within and outside the Project Area for private redevelopment consistent with the Redevelopment Plan. The Agency owns an approximately 9.22-acre site(the "Property,") located within the Project Area,bounded by Pullman Avenue, Bella Monte Avenue,Fairview Street and Willow Pass Road.. The Agency, RCD and the O'Brien Group, a California corporation("O'Brien"), entered into a Disposition, Development and.Loan Agreement dated as of March 11, 2003 (the "DDLA") governing the transfer and redevelopment of the Property through the construction by RCD of fifty-two (52)multifamily rental apartment units affordable to low and moderate income persons (the "Apartment Improvements") on a portion of the Property(the "RCD Site") and the 320107\173314.1 1 RFS=ICN 2003/658 construction by O'Brien of sixty-nine(69) single family homes for owner occupancy(the "Single Family Improvements") on a portion of the Property(the "OBG Site") (collectively, the "Development"). Pursuant to an Assignment and Assumption Agreement dated June 24,2003, OBG assumed all of O'Brien's rights and obligations under the DDLA. RCD and OBG shall be collectively referred to as the Developers. The DDLA anticipated that OBG would pay the Agency the purchase price for the OBG Site upon transfer of the OBG Site from the Agency to OBG. Due to increase development costs, OBG desires to delay paying the Agency the purchase price for the OBG Site until sale of the single family homes that are part of the Single Family Improvements and desires to delay paying certain impact fees to the County until sale of the homes. The Agency desires to execute an amendment to the DDLA substantially in the form on file with the Clerk of the Board and the Agency Secretary. (i) delaying payment by OBC of the purchase price for the OBG Site to the Agency until sale of the Single Family Improvements to homebuyers; (ii)requiring execution of a promissory note and deed of trust to secure payment of the purchase price by OBG; (ii) acknowledging that the payment of certain fees by OBG will be deferreduntil sale of the Single Family Improvements; and (iii) addressing other matters related to the disposition of the Property(the "DDLA Amendment"). Pursuant to Section 33445 of the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California(the "Law")), the Agency is authorized, with the consent of the Board, to pay part or all of the cost of the installation and construction of any building, facility, structure, or other improvement which is publicly owned and is of benefit to the Project Area. The construction of certain infrastructure improvements (the "Infrastructure Improvements") including the construction of sewer and drainage facilities and traffic improvements on the streets bordering the Development, is necessary to the successful redevelopment of the Property and will therefore be of benefit to the entire community surrounding the Development, and the Project Area as a whole. By resolution number RA2003-01, the Agency committed Five Hundred Seventy Thousand Six Hundred Forty Nine Dollars ($570,649) in Agency funds for the Infrastructure Improvements serving the Apartment Improvements. Upon further refinement of the Development plan the Agency and the Developers determined that an additional Nine Hundred Thirty Nine Thousand One Hundred Twenty Dollars ($935,403) is necessary to construct the Infrastructure Improvements. The Agency desires to commit an additional $935,403 in Agency funds for the construction of the Infrastructure Improvements serving the entire Development. The Agency commitment of$935,403 in Agency funds for the Infrastructure Improvements serving the Development(the "Infrastructure Improvements Financing 320107\173314.1 2 Commitment") is consistent with the Agency's five-year Implementation flan(the "Implementation flan"). The Agency and the Developers desire to enter into an infrastructure agreement(the "Infrastructure Agreement")as contemplated under the DDLA, governing the construction of the Infrastructure Improvements and the disbursement of the Infrastructure Improvements Financing Commitment. By resolution number RA2003-01 the Agency made the findings required by Section 33433 of the Law governing the transfer of the Property and prepared a summary called for in the Law(the "Section 33433 Summary"). The Agency desires to amend the Section 33433 Summary to indicate that the cost of the Project to the Agency has increased by the amount of the Infrastructure Improvements Financing Commitment and to reflect the fact that OBG shall pay the purchase price for the OBG Site upon close of escrow on the sale of the single family homes. The Agency has placed on file a copy of the DDLA Amendment and amendment of the Section 33433 Summary(the "33433 Amendment"), and has made the DDLA Amendment and the 33433 Amendment available for public inspection and copying pursuant to Section 33433 of the Law. The Section 33433 Amendment is incorporated in this Resolution by this reference. The Board and the Agency have conducted a duly noticed public hearing on the DDLA Amendment and 33433 Amendment pursuant to Section 33433 of the Law for the purpose of receiving the input and comments of the public on the 33433 Amendment. The Mitigated Negative Declaration previously prepared by the Agency and the County to serve as the enviromnental documentation under the California Environmental Quality Act for the redevelopment of the Property including construction of the Infrastructure Improvements and the consideration of the DDLA continues to serve as the environmental documentation for purposes of compliance with the California Environmental Quality Act for consideration of the DDLA Amendment, the Infrastructure Agreement and the Infrastructure Improvements Financing Commitment. By staff report accompanying this Resolution and incorporated into this Resolution by this reference(the"Staff Report"), the Board has been provided with additional information upon which the findings and actions set forth in this Resolution are based. NOW, THEREFORE, BE IT RESOLVED, that the Board finds that the above recitals are accurate. BE IT FURTHER RESOLVED, in compliance with Section 33445 of the Law, that the Board hereby approves the Infrastructure Improvements Financing Commitment and finds that based on the facts and analysis set forth in the Staff Report that the County does not have current 320\07\173314.1 3 or reasonably anticipated future revenues to fund such cost, and, as a result there are no County funds allocated in the County's capital improvement budget to pay such costs. There are no current or reasonably anticipated other governmental funding sources to pay costs of the Infrastructure Improvements at the federal, state, or local level. BE IT FURTHER RESOLVED, that construction of the Infrastructure Improvements is an integral component of the Development; that close coordination is required between construction of the Infrastructure Improvements and the surrounding simultaneous construction of the Development; that timely completion of the Infrastructure Improvements is essential to the overall elimination of blight in this portion of the Project Area, and, in turn, to the successful redevelopment of the Property; and that, under these circumstances, construction of the Infrastructure Improvements can be most efficiently, timely, and cost-effectively performed by and under the supervision of the Developers and in accordance with the Infrastructure Agreement. BE IT FURTHER RESOLVED, that pursuant to Section 33433 of the Law, the Board hereby approves the DDLA Amendment, the 33433 Amendment and all ancillary documents; approves execution by the Agency Redevelopment Director of the DDLA Amendment and all ancillary documents in substantially the form on file with the Clerk of the Board and the Agency Secretary, with such changes as are approved by the Agency Redevelopment Director(such approval to be conclusively evidenced by the execution of the DDLA Amendment). BE IT FURTHER RESOLVED that the Board designates the Clerk of the Board and the Secretary of the Agency as the custodian of the documents and other material which constitute the record of proceedings upon which the decision herein is based. These documents may be found at the office of the Agency at 651 Pine Street,North Wing, 4th Floor Martinez, CA 94553. BE IT FURTHER RESOLVED that this Resolution shall take immediate effect from and after its passage. here'hv ,,1Wt1fy 4hat this is a true and correct copy of ,ir; action taken and entered on the fninutes of th+,,4 Board of Supervisors on the Mate stiown, ATTESTED: October 28, 2003 JOHN SWEETEN, Clerk of the Board or. _ervjsprs ars Copqly Administrator Deputy 320107\173314.1 4 THE REDEVELOPMENT AGENCY OF CONTRA COSTA COUNTY, CALIFORNIA Adopted this Order on October 28, 2003, by the following vote: AYES: Supervisors Gioia, Dilkema, Greenberg, Glover and DeSaulnier NOES: Bone ABSENT: Nome ABSTAIN: None Resolution No.: 2003/659 SUBJECT: (1) Authorizing execution of an amendment to a Disposition, Development and Loan Agreement previously executed with Resources for Community Development, a California non-profit public benefit corporation ("RCD"), and OBG At Bay Point, LLC, a California limited liability company ("OBG"), (2) making findings and approvals pursuant to the California Community Redevelopment Law, (3) approving the expenditure of Agency funds for the construction of certain infrastructure improvements, and (4) approving execution of an Infrastructure Agreement with RCD and OBG. The Contra Costa County Redevelopment Agency RESOLVES THAT: The Board of Supervisors (the "Board") of the County of Contra Costa(the "County") adopted the Bay Point Redevelopment Plan by Ordinance No. 87-102 on December 29, 1987, and subsequently amended by Ordinance No. 94-64 on December 6, 1994 and Ordinance No. 99-05 on February 23, 1999 (the "Redevelopment Plan"), which Redevelopment Plan sets forth a plan for redevelopment of the Bay Point Redevelopment Project Area(the "Project Area"). The Contra Costa County Redevelopment Agency (the "Agency") is responsible for administering the Redevelopment Plan to cause redevelopment of the Project Area, including assembly, site preparation and redisposition of property both within and outside the Project Area for private redevelopment consistent with the Redevelopment Plan. The Agency owns an approximately 9.22-acre site (the "Property") located within the Project Area, bounded by Pullman Avenue, Bella Monte Avenue,Fairview Street and Willow Pass Road. The Agency, RCD and the O'Brien Group, a California corporation ("O'Brien"), entered into a Disposition, Development and Loan Agreement dated as of March 11, 2003 (the"DDLA") governing the transfer and redevelopment of the Property through the construction by RCD of fifty-two (52)multifamily rental apartment units affordable to low and moderate income persons 320\07\172321.1 1 RESC7LIMCN 2003/659 (the "Apartment Improvements")on a portion of the Property(the "RCD Site") and the construction by O'Brien of sixty-nine (69) single family homes for owner occupancy(the "Single Family Improvements") on a portion of the Property (the "OBG Site")(collectively, the "Development"). Pursuant to an Assignment and Assumption Agreement dated June 24, 2003, OBG assumed all of O'Brien's rights and obligations under the DDLA. RCD and OBG shall be collectively referred to as the Developers. The DDLA anticipated that OBG would pay the Agency the purchase price for the OBG Site upon transfer of the OBG Site from the Agency to OBG. Due to increase development costs, OBG desires to delay paying the Agency the purchase price for the OBG Site until sale of the single family homes that are part of the Single Family Improvements and desires to delay paying certain impact fees to the County until sale of the homes. The Agency desires to execute an amendment to the DDLA substantially in the form on file with the Clerk of the Board and the Agency Secretary: (i)delaying payment by OBG of the purchase price for the OBG Site to the Agency until sale of the Single Family Improvements to homebuyers; (ii) requiring execution of a promissory note and deed of trust to secure payment of the purchase price by OBG; (ii)acknowledging that the payment of certain fees by OBG will be deferred until sale of the Single Family Improvements; and (iii) addressing other matters related to the disposition of the Property(the "DDLA Amendment"). Pursuant to Section 33445 of the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California(the "Law")),the Agency is authorized, with the consent of the Board, to pay part or all of the cost of the installation and construction of any building, facility, structure, or other improvement which is publicly owned and is of benefit to the Project Area. The construction of certain infrastructure improvements(the "Infrastructure Improvements") including the construction of sewer and drainage facilities and traffic improvements on the streets bordering the Development, is necessary to the successful redevelopment of the Property and will therefore be of benefit to the entire community surrounding the Development, and the Project Area as a whole. By resolution number RA2003-01, the Agency committed Five Hundred Seventy Thousand Six Hundred Forty Nine Dollars ($570,649) in Agency funds for the Infrastructure Improvements serving the Apartment Improvements. Upon further refinement of the Development plan the Agency and the Developers determined that an additional Nine Hundred Thirty Nine Thousand One Hundred Twenty Dollars ($935,403)is necessary to construct the Infrastructure Improvements. The Agency desires to commit an additional $935,403 in Agency funds for the construction of the Infrastructure Improvements serving the entire Development. The Agency commitment of$935,403 in Agency funds for the Infrastructure Improvements serving the Development (the "Infrastructure Improvements Financing 320\07\172321.1 2 Commitment") is consistent with the Agency's five-year Implementation Plan(the "Implementation Plan"). The Agency and the Developers desire to enter into an infrastructure agreement(the "Infiastructure Agreement")as contemplated under the DDLA, governing the construction of the Infrastructure Improvements and the disbursement of the Infrastructure Improvements Financing Commitment. By resolution number RA2003-01 the Agency made the findings required by Section 33433 of the Law governing the transfer of the Property and prepared a summary called for in the Law (the"Section 33433 Summary"). The Agency desires to amend the Section 33433 Summary to indicate that the cost of the Project to the Agency has increased by the amount of the Infrastructure Improvements Financing Commitment and to reflect the fact that OBG shall pay the purchase price for the OBC Site upon close of escrow on the sale of the single family homes. The Agency has placed on file a copy of the DDLA Amendment and amendment of the Section 33433 Summary(the "33433 Amendment"), and has made the DDLA Amendment and the 33433 Amendment available for public inspection and copying pursuant to Section 33433 of the Law. The Section 33433 Amendment is incorporated in this Resolution by this reference. The Board and the Agency have conducted a duly noticed public hearing on the DDLA Amendment and 33433 Amendment pursuant to Section 33433 of the Law for the purpose of receiving the input and comments of the public on the 33433 Amendment. The Mitigated Negative Declaration previously prepared by the Agency and the County to serve as the environmental documentation under the California Environmental Quality Act for the redevelopment of the Property including construction of the Infrastructure Improvements and the consideration of the DDLA continues to serve as the envirom-nnental documentation for purposes of compliance with the California Environmental Quality Act for consideration of the DDLA Amendment, the Infrastructure Agreement and the Infrastructure Improvements Financing Commitment. By staff report accompanying this Resolution and incorporated into this Resolution by this reference(the "Staff Report"), the Agency has been provided with additional infonnation upon which the findings and actions set forth in this Resolution are based. NOW, THEREFORE, BE IT RESOLVED, that the Agency finds that the above recitals are accurate. BE IT FURTHER RESOLVED, in compliance with Section 33445 of the Law,that the Agency hereby approves the Infrastructure Improvements Financing Commitment and finds that based on the facts and analysis set forth in the Staff Report that the County does not have current or reasonably anticipated future revenues to fund such cost, and, as a result there are no County 320\07\172321.1 3 funds allocated in the County's capital improvement budget to pay such costs. There are no current or reasonably anticipated other governmental funding sources to pay costs of the Infrastructure Improvements at the federal, state, or local level. BE IT FURTHER RESOLVED, that construction of the Infrastructure Improvements is an integral component of the Development; that close coordination is required between construction of the Infrastructure Improvements and the surrounding simultaneous construction of the Development; that timely completion of the Infrastructure Improvements is essential to the overall elimination of blight in this portion of the Project Area, and, in turn, to the successful redevelopment of the Property; and that,under these circumstances, construction of the Infrastructure Improvements can be most efficiently, timely, and cost-effectively performed by and under the supervision of the Developers and in accordance with the Infrastructure Agreement. BE IT FURTHER RESOLVED, that the Agency hereby approves the Infrastructure Agreement and approves execution by the Agency Redevelopment Director of the Infrastructure Agreement in substantially the form on file with the Cleric of the Board and the Agency Secretary, with such changes as are approved by the Agency Redevelopment Director(such approval to be conclusively evidenced by the execution of the Infrastructure Agreement). BE IT FURTHER RESOLVED, that pursuant to Section 33433 of the Law,the Agency hereby approves the DDLA Amendment, the 33433 Amendment and all ancillary documents; approves execution by the Agency Redevelopment Director of the DDLA Amendment and all ancillary documents in substantially the form on file with the Clerk of the Board and the Agency Secretary, with such changes as are approved by the Agency Redevelopment Director(such approval to be conclusively evidenced by the execution of the DDLA Amendment). BE IT FURTHER RESOLVED that the Agency designates the Clerk of the Board and the Secretary of the Agency as the custodian of the documents and other material which constitute the record of proceedings upon which the decision herein is based. These documents may be found at the office of the Agency at 651 Pine Street, North Wing, 4th Floor Martinez, CA 94553. BE IT FURTHER RESOLVED that this Resolution shall take immediate effect from and after its passage. i hereby certify that this is a true and coy =c copy of an action taken and entered on. <;ne minutes of the Board of Supervisors on date shover€o ATTESTED. October 28, 2(03 JOHN SWtETShl, Pierk of the Board et r',glad Ad strata 320107\172321.1 4 AMENDMENT OF SUMMARY REPORT PURSUANT TO SECTION 33433 OF THE CALIFORNIA COMMUNITY REDEVELOPMENT LAW ON THE DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT BY AND BETWEEN THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY AND RESOURCES FOR COMMUNITY DEVELOPMENT AND OBG AT BAY POINT, LLC I. Introduction. The Contra Costa County Redevelopment Agency(the "Agency"), prepared a summary report(the "Summary Report") as required by Section 33433 of the Community Redevelopment Law (Part 1 of Division 24 of the Health and Safety Code of the State of California(the "Law")), adopted by Agency's resolution number RA2003-01, in regards to the Agency's execution of a Disposition and Development and Loan Agreement("DDLA")by and among the Agency, Resources for Community Development, a California non-profit public benefit corporation("RCD") and the O'Brien Group. a California corporation ("O'Brien") governing the transfer and redevelopment of certain real property owned by the Agency(the "Property")through the construction by RCD of fifty-two (52) multifamily rental apartment units affordable to low and moderate income persons on a portion of the Property and the construction by O'Brien of sixty-nine(69) single family homes for owner occupancy on the other portion of the Property(collectively, the "Development"). Pursuant to an Assignment and Assumption Agreement dated June 24, 2003, OBC At Bay Point, LLC, a California limited liability company ("OBC") assumed all ofO'Brien's rights and obligations under the DDLA. 2. Amendment of the Summary Report. This amendment to the Summary Report (the "Amendment")revises the Summary Report to: (i)reflect an increase in the cost of the Development to the Agency due to an additional $935,403 in Agency funds to be prodded for construction of certain infrastructure improvements related to the Development and (ii)reflect that OBG shall defer payment of the purchase price for the single-family site until close of escrow on the sale of the single family homes. Terms not separately defined in this Amendment shall have the meaning set forth in the Summary Report. 3. Amendment of Section II B., $ummary of the Proposed Agreement. The following language shall be added to the end of Section II B. of the Summary Report setting forth the Agency's Responsibilities under the DDLA: ➢ The Agency will provide$935,403 in Agency funds for the construction of certain infrastructure improvements required in connection with the construction of the Development. 320107\172330.1 1 4. Amendment of Section III, Cost of the Agreement. Section III of the Summary Report setting forth the cost of the Development to the Agency, shall be deleted in its entirety and replaced by the following: III. COST OF THE AGREEMENT This section presents the total potential cost of the DDLA to the Agency. Pursuant to California Health and Safety Code Section 33433 (a)(2)(B)(i), the cost of this agreement to the Agency includes all land acquisition costs, clearance costs,relocation costs,the cost of any improvements to be provided by the Agency, plus the interest on any loans or bonds to finance the agreements. The net cost can be either an actual cost, when expenditures exceed receipts, or a net gain, when revenues created by implementation of the Agreement exceed expenditures. A. Estimated Cast For this DDLA, the costs are as follows: Land Acquisition Cost $1,830,153 Agency Infrastructure Assistance to RCD $570,649 Agency Loan to RCD $2,622,462 Clearance and Relocation Costs $55,000 Bond/Loan Interest $53,100 Infrastructure Improvements Costs $935,403 Total $6,066,767 A Estimated Revenues The Developers will pay the Agency a total of$1,830,153 towards the purchase of the 9.22 acre project site. OBG will pay the Agency the purchase price for the single-family site upon sale of the single family homes. OBG shall execute a promissory note and deed of trust in favor of the Agency securing its obligation to pay the Agency the purchase price for the single-family site. RCD will pay the Agency the purchase price for the multi-family site in cash upon transfer of the multi-family site from the Agency. The Agency will collect tax increment generated by the single family component of the Development, projected to be approximately$211,500 annually following completion of construction of the single family component of the Development in 2004. This additional tax increment will accrue to the Agency over the course of a 33 year period until 2037. It is anticipated that the multi-family portion of the Development will be exempt from taxation. 320\07\172330A 2 C Net Cost The Agency's estimated costs are$6,066,767. Thus, the Agency will have net revenues of$2,742,886($8,809,653 less $6,066,767). Developer Consideration $1,830,153 Total Estimated Tax Increment Generated $6,979,500 (Including Mousing set-aside)' (Less)Agency Costs ($6,066,767) Net Revenue to Agency $2,742,886 3. Extent of Amendment. Except as set forth in this Amendment,the Summary Report has not been amended and is in full force and effect. 2 Expressed in present value terms. 320\07\172330.1 3 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street, 4th Floor, North Wing Martinez, CA 94533 Attn: Redevelopment Director No fee for recording pursuant to Government Code Section 27383 FIRST AMENDMENT TO DISPOSITION, DEVELOPMENT AND LOAN AGREEMENT (BAY VIEW COMMUNITY HOUSING) This First Amendment to Disposition Development and Loan Agreement (the "First Amendment")is entered into as of October , 2003,by and among the Contra Costa County Redevelopment Agency, a public body, corporate and politic(the "Agency"), Resources for Community Development, a California non-profit public benefit corporation ("RCD"), and OBG At Bay Point, LLC, a California limited liability company ("OBG") (RCD and OBG are referred to collectively herein as the "Developers") with reference to the following facts, understandings and intentions of the parties. RECITALS A. The O'Brien Group, a California corporation ("O'Brien"), RCD and the Agency entered into that certain Disposition, Development and Loan Agreement dated as of March 11, 2003 (the"Agreement"), which governs the terms of the sale and development of certain real property consisting of approximately 9.22 acres bounded by Pullman Avenue, Bella Monte Avenue, Fairview Street and Willow Pass Road, located in the County of Contra Costa, California, as more particularly described in EXHIBIT A attached hereto (the"Property"). Capitalized terms used in this First Amendment and not amended or newly defined below, shall have the same meaning as set forth in the Agreement. B. Pursuant to an Assignment and Assumption Agreement dated.Tune 24, 2003, OBG assumed all ofO'Brien's rights and obligations under the Agreement. C. Pursuant to the Agreement, OBG and RCD intend to purchase the Property from the Agency and develop a mixed-income residential community(the"Development") on the Property. D. As part of the Development OBG intends to develop and construct sixty-nine single family homes for owner occupancy on a portion of the Property containing approximately 6.91 acres and RCD intends to develop and construct fifty-two (52)multifamily rental 320\071172316.3 j apartments units, together with a day care center on the remaining portion of the Property containing approximately 2.31 acres. E. Through this First Amendment, the Developers and the Agency desire to amend the Agreement to: (i) defer the payment of Single Family Purchase Price and provide for forms of a deed of trust and note to evidence the payment of the Single Family Purchase Price; (ii) document the deferral of certain County fees; (iii)provide for the recording of covenants and conditions and restrictions against the Single Family Development to address maintenance obligations of the single family homeowners; and (iv)reflect other changes in the Development. NOW THEREFORE, in consideration of the mutual promises of the parties hereto, the Agency and the Developers amend the Agreement and agree as follows: Section 1. Date of Agreement. The parties agree that the Agreement is dated as of March 11`h, 2003. Section 2. Recitals. The following language shall be added to the Recitals in the Agreement as follows: (i) "99-05" shall be inserted in the blank in Recital B. (ii) The first sentence of Recital H is deleted in its entirety and replaced with the following: "Pursuant to the California Environmental Quality Act("CEQA") and its implementing guidelines, the County(in its capacity as "lead agency"), and the Agency (in its capacity as a "responsible agency")have prepared, reviewed and approved a negative declaration(including an initial study) (the "Negative Declaration") for this Agreement, and the transactions contemplated by this Agreement, following conduct of a duly noticed public hearing as set forth in Agency resolution No. RA2003-01 and Board of Supervisors resolution No. 2003-166." Section 3. Definitions. Section 1.1 of the Agreement is amended as follows: (i) The definition of "Agency Documents" is amended and restated in its entirety as follows: "'Agency Documents'means, collectively,this Agreement, the Grant Deeds, the Agency Note, the Agency Deed of Trust, the Regulatory Agreement, the Single Family Deed of Trust, and the Single Family Note." (ii) The definition of"Reciprocal Easement Agreement" shall be deleted in its entirety and a new definition "Easement Agreement" added as follows: "'Easement Agreement' shall mean the easement agreement to be recorded against the Apartment Site in a form to be approved by the Agency, and OBG providing for an easement over the private lane for OBC and the residents of the Single Family Development,," 320\07\172316.3 2 (iii) A new definition "Single Family CC&Rs" is added as follows: "'Single Family CC&Rs'means the covenants,conditions, and restrictions to be recorded against the Single Family Site requiring the purchasers of the units in the Single Family Development to maintain their units and providing the Agency the right to enforce the maintenance requirements as a third party beneficiary of the Single Family CC&Rs." (iv) A new definition "Single Family Deed of Trust" is added as follows: "'Single Family Deed of Trust'means the deed of trust to be recorded against the Single Family Development, substantially in the form of Exhibit N, securing the Single Family Note and naming the Title Company or its affiliate as trustee, and the Agency as beneficiary.," (v) A new definition "Single Family Loan" is added as follows: "'Single Family Loan'means the loan to OBG from the Agency in the principal amount of One Million One Hundred Fifteen Thousand Five Hundred Thirteen Dollars($1,115,513)pursuant to Article 11 of this Agreement." (vi) A new definition "Single Family Note" is added as follows: "'Single Family Nate'means the promissory note, substantially in the form of Exhibit O, evidencing OBE's obligation to pay the Single Family Purchase Price as more fully set forth in Article 11." (vii) The definition of"Term" is deleted in its entirety and replaced with the following: "'Tenn'means the term of this Agreement,which for the Apartment Development shall consist of. the period commencing on the date of execution of this Agreement and continuing until the later of(1) fifty-five(55) years following the issuance of a certificate of occupancy for the Apartment Improvements, or(2)repayment in full of the Agency Loan and all interest due thereon; and which for the Single Family Development shall consist of the period commencing on the date of execution of this Agreement and continuing until the later of(1)the sale to a single family homebuyer of the last unit in the Single Family Development owned by OBG, in compliance with this Agreement, or(2) repayment in full of the Single Family Loan." Section 4. Exhibits. (i) Exhibit C-2 of the Agreement, "Financing Proposal (Single Family Improvements)," is attached to this First Amendment as EXHIBIT B. (ii) Exhibit E-1 of the Agreement, "Final Development Plan (Apartment Improvements)," is attached to this First Amendment as EXHIBIT C. (iii) Exhibit E-2 of the Agreement, "Final Development Plan(Single Family Improvements)," is attached to this First Amendment as EXHIBIT D. 320\07\172316.3 3 (iv) Exhibit F-2 of the Agreement, "Form of Agency Grant Deed (Single Family Improvements)," is revised and attached to this First Amendment as EXHIBIT E. (v) Exhibit K of the Agreement, "Infrastructure Improvements," is attached to this First Amendment as EXHIBIT F. (vi) Exhibit M, "Certificate of Completion—Single Family Development," is added to the Agreement and attached to this First Amendment as EXHIBIT G. (vii) Exhibit N, Single Family Deed of Trust is added to the Agreement and attached to this First Amendment as EXHIBIT H. (viii) Exhibit O, Single Family Note is added to the Agreement and attached to this First Amendment as EXHIBIT I. Section 5. Other Governmental Approvals. The following language is added to the end of Section 2.4: "Notwithstanding the above, receipt of a grading permit by OBG shall satisfy the building permit requirement of this Section 2.4 as a condition to conveyance of the Single Family Site by the Agency to OBG, and receipt of a grading permit by RCD shall satisfy the building permit requirement of this Section 2.4 as a condition to conveyance of the Apartment Site by the Agency to RCD." Section 6. Construction Plans. The following language shall be added to the end of Section 2.4 of the Agreement. "The Agency acknowledges that OBG has satisfied the requirements of this Section 2.9." Section 7. A,genc, Acquisition of Additional Parcels. Section 2.11 of the Agreement is deleted in its entirety. Section 8. Reciprocal Easement Agreement. Section 2.12 of the Agreement is deleted in its entirety. Section 9. OBG Grading Right of Entry. A new Section 2.11 is added to the Agreement as follows: " Section 2.11 OBG Grading Right of Entry. Pursuant to a letter dated August 25, 2003 addressed to Gary Faria, Grading Inspector,the Agency granted OBG permission to access the Single Family Site for the limited purpose of grading and completing other site work, subject to the conditions of a grading permit and consistent with the conditions of approval of the Subdivision 8703, 320071172316.3 4 Minor Subdivision 02-0021, DP 02-3067 and DP 02-3068. OBG agrees at all times to keep the Single Family Site free and clear of all liens, encumbrances, and clouds upon title that could result from the exercise of the Grading Right of Entry. Without limiting the generality of the indemnification set forth in Section 10.7 below, OBG agrees to indemnify, defend, and hold the Agency harmless against all claims, including but not limited to mechanics liens and personal or property damage, arising from the entry of OBG or its agents, employees, contractors or subcontractors onto the Single Family Site, or created as a result of the exercise of this Grading Right of Entry. During the term of the Grading Right of Entry OBG agrees to maintain the insurance required by Section 6.8 of this Agreement, excluding the requirement set forth in Section 6.8(a)(4)." Section 10. Payment of Single Family Purchase Price. Section 3.2(d) of the Agreement is deleted in its entirety and replaced with the following: "(d) OBG shall pay the Agency the Single Family Purchase Price in cash in installments upon the close of escrow of the sale of each unit in the Single Family Development. The Agency shall provide OBG the Single Family Loan to finance the Single Family Purchase Price pursuant to Article 11 of this Agreement." Section 11. Close of Escrow for Apartment Site. Section 3.4 of the Agreement amended as follows: (i) The following is inserted in the blank in Subsection 3.4(e): "the Agency Loan Amount as determined by Section 4.1(a)" (ii) Subsection 3.4(f) is deleted in its entirety and replaced with the following: "(f) Unless previously executed by the Agency upon conveyance of the Single Family Site to OBG, the Easement Agreement shall have been executed by RCD in a form approved by the Agency and OBG, which approval shall not be unreasonably withheld, and recorded against the Apartment Site;" Section 12. Close of Escrow for Single Family Site. Section 3.5 of the Agreement is amended as follows: (i) Subsection 3.5(d) of the Agreement is deleted in its entirety and replaced with the following. "(d) The Easement Agreement shall have been executed by the Agency, and shall be recorded against the Apartment Site concurrently with close of Escrow." 320\07\172318.3 5 (ii) A new subsection 3.5(g) is added as follows: "(g) OBG shall have executed and delivered to the Agency the Single Family dote, and the Single Family Deed of Trust, and any other documents and instruments required to be executed and delivered by the terms of this Agreement, all in form and substance reasonably satisfactory to the Agency." (iii) A new subsection 3.5(h) is added as follows: "(h) The Single Family Deed of Trust shall have been recorded against the Single Family Site and there shall have been issued to the Agency by the Title Company, for the Single Family Deed of Trust, a 1970 (amended 10/17/70 with no further revisions)ALTA Lenders Policy of title insurance in the amount of$ 1,115,513, with CLTA Endorsements Nos. 100, 104.1, 103.1, and such other endorsements as the Agency may reasonably request, which shall insure the Single Family Deed of Trust, as a lien upon the Single Family Site subject only to the exceptions authorized by this Agreement. OBG shall provide whatever documentation(including an indemnification agreement), deposits or surety is reasonably required by the Title Company in order for the Agency to obtain lien free endorsements prior to close of Escrow in connection with the early start of construction." Section 13. Condition of Title. Section 3.6 of the Agreement is amended as follows: (i) Subsection 3.6(x)(7) is deleted in its entirety and replaced with the following: "(7) The Easement Agreement; and" (ii) Subsection 3.6(b)(6) is deleted in its entirety. (iii) A new Subsection 3.6(b)(6) is added as follows: "(6)The Single Family Deed of Trust; and" Section 14. Repayment of AgencLoan. Section 4.4(a)of the Agreement is deleted in its entirety and replaced with the following: "(a) Interest. The Agency Loan shall bear simple interest on all outstanding principal at the rate of one percent (M)per annum." Section 15. Certificates of Completion. Section 5.10 of the Agreement is deleted in its entirety and replaced with the following: 320\07\172316.8 6 "Section 5.10 Certificates of Completion. Promptly after completion of the Apartment Improvements in accordance with those provisions of this Agreement relating solely to the obligations of RCD to construct the Apartment Improvements(including the dates for beginning and completion thereof, as they may have been extended by the Agency), the Agency will provide a Certificate of Completion so certifying, in substantially the form shown in Exhibit L attached hereto and incorporated herein. Promptly after completion of each of the units included within the Single Family Improvements,in accordance with those provisions of this Agreement relating solely to the obligations of OBG to construct the Single Family Improvements (including the dates for beginning and completion thereof, as they may have been extended by the Agency), the Agency will provide OBG with a Certificate of Completion so certifying, in substantially the forth shown in Exhibit i'v1 attached hereto and incorporated herein. The Certificates of Completion for the units in the Single Family Development shall be recorded at the time of close of escrow on the sale of the single family units. Prior to the issuance of the Certificate of Completion for the first completed unit of the Single Family Improvements, OBG shall record the Single Family CC&Rs required pursuant to Section 6.3 against the Single Family Development in a forth reasonably acceptable to the Agency. The Agency shall not be obligated to issue such Certificate of Completion until the Single Family CC&Rs have been recorded against the Single Family Development. Recordation of a Certificate of Completion for any completed unit of the Single Family Improvements shall constitute a release of such unit and the real property such unit is located on, from all further obligations under, and from all further encumbrance of this Agreement. Such Certificates of Completion shall be conclusive evidence that the covenants in this Agreement with respect to the obligations of each of the Developers to construct the portions of the Development described in such certificates and the dates for the beginning and completion thereof have been met,provided, however, such certifications shall not be conclusive evidence regarding Developer's satisfaction of the prevailing wage requirements of Section 5.8 above. Such certifications shall be in such form as will enable them to be recorded among the official records of Contra Costa County. Such certifications and determinations shall not constitute evidence of compliance with or satisfaction of any obligation of the Developers to any holder of a deed of trust securing money loaned to finance the Development or any part thereof and shall not be deemed a notice of completion under the California Civil Code." Section 16. Deferments of County Fees for Single Family Development. Anew Section 5.14 is added as follows: "Section 5.14 Deferment of County Fees for Single Family Development. The parties acknowledge that the County Flood Control District, the County Public Works Department and the County Community Development Department have agreed to defer payment by OBG of drainage, transportation and park dedication fees (the "Deferred Fees") for the Single Family Development. OBG agrees to pay the Deferred Fees pertaining to each home in the Single Family 320\0719 72316.3 7 Development upon the close of escrow on the sale of each such home. Payment of the Deferred Fees by OBG shall be a condition to the Agency's partial reconveyance of the Single Family Deed of Trust from each home in the Single Family Development as further set forth in Section 11.4 below." Section 17. Mechanics Liens. A new Section 5.15 is added to the Agreement as follows: "Section 5.15 Mechanics Liens, Stop Notices, and Notices of Completion. (a) If any claim of lien is filed against the Apartment Site or Single Family Site or a stop notice affecting the Agency Loan is served on the Agency or any other lender or other third party in connection with the Development, then.Developers shall, within twenty(20)days after such filing or service, either pay and fully discharge the lien or stop notice, effect the release of such lien or stop notice by delivering to the Agency a surety bond in sufficient form and amount, or provide the Agency with other assurance satisfactory to the Agency that the claim of lien or stop notice will be paid or discharged. (b) If Developers fails to discharge any lien, encumbrance, charge, or claim in the manner required in this Section, then in addition to any other right or remedy, the Agency may(but shall be under no obligation to) discharge such lien, encumbrance, charge, or claim at Developers' expense. Alternately, the Agency may require Developers to immediately deposit with the Agency the amount necessary to satisfy such lien or claim and any costs, pending resolution thereof. The Agency may use such deposit to satisfy any claim or lien that is adversely determined against Developers. (c) Developers shall file a valid notice of cessation or notice of completion upon cessation of construction on the Development for a continuous period of thirty(30)days or more, and take all other reasonable steps to forestall the assertion of claims of lien against the Property. Developers authorizes the Agency,but without any obligation, to record any notices of completion or cessation of labor, or any other notice that the Agency reasonably deems necessary or desirable to protect its interest in the Development and Property. Notwithstanding any other provision of this Section 5.15, RCD, its successors and assigns shall satisfy the foregoing obligations as they pertain to the Apartment Site, and O'Brien, its successors and assigns shall satisfy the foregoing obligations as they pertain to the Single Family Site." Section 18. Maintenance Obligations. The last sentence of Section 6.3 shall be deleted and the following added to the end of Section 6.3: 320\07\172316.3 8 "Following conveyance by OBG of a single family unit to a homebuyer, OBG shall be released from any and all obligations under this Section 6.3 for such single family unit conveyed and such single family unit shall be released from the provisions of this Agreement, upon issuance of a Certification of Completion. Prior to the issuance of the Certificate of Completion for the first completed unit of the Single Family Improvements, OBG shall record the Single Family CC&Rs against the Single Family Development in a fonn reasonably acceptable to the Agency. The Single Family CC&Rs shall be structured to provide that the Agency has full rights to enforce all provisions of the CC&Rs in accordance with the rights granted the Agency in this Section 6.3. The Single Family CC&Rs shall not be amended or rescinded without Agency consent." Section 19. Permitted Transfers. The following language is added to the end of Section 7.4(d): "Notwithstanding the above,upon such Transfer, the Agency Infrastructure Assistance shall remain an obligation of RCD and shall not be assumed by the Partnership." Section 20. Transfer of Single Family Site. A new Section 7.8 is added as follows: "Section 7.8 Transfer of Single Family Sit e. Notwithstanding anything to the contrary in Section 7.6 above, the Agency agrees, upon written request from OBG, to consent to a Transfer of the Single Family Development and/or OBG's obligations under this Agreement from OBG to a third party developer provided that: (i)OBG provides the Agency evidence of the proposed transferee's development expertise, financial capacity and references; (ii)the Agency has determined in its reasonable discretion that the proposed transferee has the development expertise and financial capacity to develop the Single Family Development and assume OBG's obligations under this Agreement; (iii) all documents evidencing such transfer are submitted to the Agency for approval prior to execution, which approval shall not be unreasonably withheld or delayed; (iv)the proposed transferee expressly assumes all of OBG's obligations under the Agency Documents including but not limited to construction of the Single Family Improvements within the times set forth in the Development Schedule, construction of the Infrastructure Improvements, repayment of the Single Family Loan, and indemnification obligations, pursuant to an assumption agreement as set forth in Section 7.5 above. Upon satisfaction of the conditions listed above, OBG shall be released from any and all obligations under this Agreement. Upon Agency consent to such Transfer such Transfer shall be deemed a permitted Transfer under Article 7 and shall not trigger the provision set forth in Section 7.7 above. The Agency's consent to such Transfer shall be indicated to OBG in writing." 3201071172316.3 9 Section 21. No Fault of Parties. Section 8.2(e) of the Agreement is deleted in its entirety. Section 22. Fault of Developers. (i) The following language is added to the end of Section 8.4(c): "or OBG fails to pay all amounts due under the Single Family Note within the times and in the manner specified in Article 11 and the Single Family Note; or" (ii) The following language is added to the end of section 8.4(i): "The occurrence of any of the Events of Default in this subsection with respect to OBG shall act to accelerate automatically, without the need for any action by the Agency, the indebtedness evidenced by the Single Family Note; or" (iii) The following language is added to the end of section 8.40): "The occurrence of any of the Events of Default in this subsection with respect to OBG shall act to accelerate automatically, without the need for any action by the Agency, the indebtedness evidenced by the Single Family Note; or" (iv) Section 8.4(1) is deleted in its entirety and replaced with the following: "There shall occur any default declared by any lender under any loan document related to any loans, other than the Agency Loan or Single Family Loan, secured by a deed of trust on the Development, and all cure periods provided by such loan document have expired without a remedy of the default and the default has not been waived by the lender. The occurrence of an Event of Default under this subsection with respect to RCD shall act to accelerate automatically, without the need for any action by the Agency, the indebtedness evidenced by the Agency Note. The occurrence of an Event of Default under this subsection with respect to OBG shall act to accelerate automatically, without the need for any action by the Agency,the indebtedness evidenced by the Single Family Note; or" (v) Section 8.4(n)(3) is deleted in its entirety and replaced with the following: "Any of the remedies specified in Section 8.5, 8.6, 8.7, or 8.8." (vi) The last paragraph of Section 8.4 is deleted in its entirety and replaced with the following: "Notwithstanding the notice and cure periods set forth above: (x) if a lesser cure period or notice requirement is allowed before a default occurs under any other applicable Agency Document, such periods shall control in this Agreement as well; (y) with respect to an Event of Default by RCD described in subsection(i), 0), or(1) above, the indebtedness evidenced by the Agency Note shall be automatically accelerated, without the need for action by the Agency, the provision of any notice, or the passage of any cure period; and (z) with respect to an Event of Default by OBG described in subsection(i), 0), or(1) above, the indebtedness evidenced by the Single Family Note shall be 320\1771172396.3 10 automatically accelerated, without the need for action by the Agency, the provision of any notice, or the passage of any cure period." Section 23. Acceleration of Single Family Note. (i) The following language is added to the heading of Section 8.6 "and Acceleration of Single Family Note." (ii) The following language is added to the end of Section 8.6: "In the event of an occurrence of an Event of Default by OBG or an Event of Default with respect to the Single Family Development, the Agency shall have the right to cause all indebtedness of OBG to the Agency under this Agreement and the Single Family Note, to become immediately due and payable. OBG waives all right to presentment, demand, protest or notice of protest or dishonor. The Agency may proceed to enforce payment of the indebtedness and to exercise any or all rights afforded to the Agency as a creditor and secured party under the law including the Uniform Commercial Code, including foreclosure under the Single Family Deed of Trust. OBG shall be liable to pay the Agency on demand all expenses, costs and fees (including, without limitation, attorney's fees and expenses) paid or incurred by the Agency in connection with the collection of the Single Family Loan and the amounts due under the Single Family Note, and the preservation, maintenance,protection, sale, or other disposition of the security given for the Single Family Loan and the amounts due under the Single Family Note." Section 24. Waiver of Terms and Conditions. The following date is inserted into the second sentence of Section 8.12: "January 1, 2007.,, Section 25. Single Family Loan. A new Article 11 is added as follows: ARTICLE 11 SINGLE FAMILY LOAN Section 11.1 Single Family Loan. (a) Amount. Subject to the terms and conditions set forth in the Agency Documents executed by OBG, the Agency hereby agrees to lend, and OBG hereby agrees to borrow One Million One Hundred Fifteen Thousand Five Hundred Thirteen Dollars($1,115,513). (b) Use. OBG shall use the Single Family Loan to pay the Single Family Purchase Price. 320107\172316.3 11 Section 11.2 Security for Single Family Loan. (a) Deed of Trust. The Single Family Loan shall be secured by the Single Family Deed of Trust to be recorded at close of Escrow on the Single Family Site. (b) Subordination of Deed of Trust. The Agency agrees to subordinate the Single Family Deed of Trust to the lien for the deed of trust securing a loan from a construction lender for the Single Family Improvements approved by the Agency, pursuant to a subordination agreement approved by the Agency in its reasonable discretion. Section 11.3 Repayment of Single Family Loan. (a) Single Family Loan Term. The Single Family Loan shall have a term that expires on December 31, 2006. (b) Interest. The Single Family Loan shall not bear interest. (c) Patent Upon Sale of Homes. Upon close of escrow on the sale of each home in the Single Family Development OBG shall pay to the Agency Sixteen Thousand One Hundred Sixty Six Dollars and Eighty Six Cents ($16,166.86) which amount represents one sixty ninth(1/69)of the Single Family Purchase Price(the "Partial Loan Payment Amount"). (d) Payment in Full. Upon the sooner of(i) December 31, 2006, (ii) the date of any Transfer of the Single Family Site and/or Single Family Improvements other than a Transfer permitted or approved by the Agency as provided in Article 7, (iii) the occurrence of an Event of Default with respect to the Single Family Site for which the Agency exercises its right to cause the Single Family Loan indebtedness to become immediately due and payable, or for which the Single Family Loan indebtedness is automatically specified to become immediately due and payable pursuant to applicable subsections of Section 8.4 above or(iv) OBG's close of escrow on the sale of the last home in the Single Family Development still owned by OBG to a homebuyer, all principal remaining unpaid on the Single Family Loan shall be due and payable. (e) Prepayment. OBG may pay the principal due on the Single Family Loan in advance of the time for payment thereof as provided in this Agreement, without penalty, provided, however, that OBG acknowledges that the provisions of this Agreement will be applicable to the Single Family Site and Single Family Improvements until close of escrow on the sale of the last home in the Single Family Development. 3201071172316.3 12 (f) Assumption. The Single Family Nate shall be assumable by successors and assigns of OBG with the prior written consent of the Agency, which consent shall be granted or denied in the Agency's reasonable discretion. Notwithstanding the above the Single Family Note shall be assumable by a transferee approved by the Agency pursuant to Section 7.8. Section 11.4 Partial Reconveyance of Single Family Deed of Trust. Upon the sale of each home in the Single Family Development the Agency shall execute and arrange for the recordation of a partial reconveyance of the Single Family Deed of Trust encumbering such home provided that: (i) OBG has paid the Agency the Partial Loan Payment Amount pertaining to such home; (ii) OBG has paid the County the Deferred Fees pertaining to such home; and(iii)the Single Family CC&Rs have been recorded against the Single Family Site. Section 26. Conflict. To the extent that the terms of this First Amendment conflict with those of the Agreement, this First Amendment shall prevail. Section 27. Full Force and Effect. Except as set forth in this First Amendment, the Agreement has not been amended and is in full force and effect. Section 28. Counterparts. This First Amendment may be signed in counterparts, each of which shall constitute one and the same instrument. 320\07\172316.3 13 IN 'WITNESS WHEREOF, the parties have executed this First Amendment as of the date first written above. DEVELOPERS: RESOURCES FOR COMMUNITY DEVELOPMENT, a California nonprofit public benefit corporation By: Its: OBG AT BAY POINT, LLC, a California limited liability company By: The O'Brien Group, a California corporation, Managing Member By: Its: AGENCY: CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic By: James Kennedy Its: Redevelopment Director 324\07\172316.3 14 STATE OF CALIFORNIA } j ss. COUNTY OF } On ,before me, , personally appeared ,personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. STATE OF CALIFORNIA j ) ss. COUNTY OF ) On , before me, , personally appeared , personally known to me(or proved to me on the basis of satisfactory evidence)to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. -1- 320t071172316.3 STATE OF CALIFORNIA ) ss. COUNTY OF ) On , before me, , personally appeared , personally known to me(or proved to me on the basis.of satisfactory evidence)to be the person(s) whose names)is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s) or the entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. -2- 320\071172316.3 EXHIBIT A Legal Description of Property 320\07\172316.3 Lot Line Adjustment 03-0055 I Contra Costa County Redevelopment Agency A.P.N. 096-020-096 A.P.N. 095-020-097 Drawing Noe MA-211-2002(rev 7103) EXHIBIT"A" Real property in an unincorporated area of the County of Contra Costa, State of California, being a portion of the southeast quarter of the southeast quarter of Section 11,Township 2 North, Range 1 West, Mount Diablo Meridian, also being a portion of Parcels 1, 2 and 3 as described in the deed to Contra Costa County Redevelopment Agency recorded February 2, 2001 in series number 01-025285 Contra Costa County records, described as follows: Pard! A .Beginning at the southwest corner of said Parcel 1,(01-025285), said Point of Beginning being on the north line of Willow Pass Road as described in the deed to Contra Costa County recorded November 1, 1994 in series number 94- 257325; thence leaving said Paint of Beginning northerly along the west line of said Parcel 1 (01-025285) said west line also being the east line of Block C, Poinsettia Land Company West Pittsburg Tract Unit No. 1, filed June 8, 1926 in Book 19 of Maps at page 506, north 1°40'20"east, 211.73 feet;thence parallel to said North line of Allow bass Road,south 89°10'20"east, 328.37 feet to a point ..on the west line of Block A,Map of Bella Monte Subdivision No.1,,filed March 27, 1!327 in Book 20 of Maps at page 54.5, said west brie also being the east line of Parcel 3 (01-025285); thence southerly along said line south 1°46'20" west, 211.74 feet to a point on the north line of Willow Pass Road as described in the deed to Contra Costa County recorded October 28, 1994 In series number 94- 254640; thence westerly along the north line of Willow Pass Road (94-264640 & 94-267325) north 89010'20"west, 328.00 feet to the,Point of Beginning. Containing an area of 69,488 square feet of land (1.59523 acres)more or less. Bearings based on the California Coordinate System of 1983(CC 83),.Zone Ill. Distances given are ground distances. Exhibit"B" attached and by this reference made a part hereof. This real property description has been prepared by me or under my direction, in conformance with the Professional Land Surveyors Act. Signature: icensed Land Surveyor Contra Costa County Public Works Department' ¢c Exp.12.31-04 �r Late: _ S oto.5999 � Or I t G:t!3rpDstslDOs�:S\6Uk�VEYStt..egets�xftStstts2pQ3\GCCFtC3A$ayPo9sst-A(Cev}.daC KT*ls 7131/2002 i Lot Line Adjustment 03-0056 Contra Costa County i Redevelopment Agency A.P.N.096-020-096 A,P.N.096-020-097 Drawing No. MA-211-2002(rev 7103) EXHIBIT"A" ; Real property in.an unincorporated area of the County of Contra Costa, State of # California, Being a portion of the southeast quarter of the southeast quarter of Section 11,Township 2 North,.Range 1 West, Mount Diablo Meridian, also being a portion of Parcels 1, 2 and 3 as described in the deed to Contra Costa County ! 'Redevelopment Agency recorded February 2, 2001 in series number 01-025285 Contra Costa: County records, described as follows: f Parcel B Beginning at the northwest corner of said Parcel 2 (01-025285), said Point of � Beginning being on the east line of Block C, Poinsettia Land Company West Pittsburg Tract Unit No. 1, filed June 8, 1926 in Book 19 of Maps at Page 506, and on the south line of the parcel of land chanted to the Sacramento Northern Railroad; thence leaving said Point of Beginning easterly along said south line, south 68°46'12"east, 329.83 feet to a point on the east line of said Parcel 3 (01- 025285) said east line also being the northerly prolongation'of the west line of Block A, Map of Bella Monte Subdivision No.1, #ileo€ March 27, 1927 In Book 20 of Maps at page 546; thence southerly along said line, south '1°46'20" west, 849.52 feet to a point Which lies 211.71 feet north (perpendicular measurement) from the north line of Willow Pass Load as described in the deed to Contra Costa County recorded October 28,1994 in series number 94-2646640; thence parallel to said north line, north 89°1070"west, 328.37 feet to a paint on the west line of said Parcel 1 (01-025285) said west line also being the east line of said Block C (19 M 506); thence northerly along said line, north 1°40'20" east, B51.82 feet to the Point of Beginning. ,Containing an area of 279,931square feet of lend (6.42633 acres)more or less. Bearings based on the California Coordinate System of 1983(CCS83),Zone Ili. . Distances given are.ground distances. Exhibit"B" attached and by this reference made a part hereof. This real property description has been prepared by me or under my direction,.in. conformance with the Professional land Surveyors Act, Signatu im 06e11sed Land Surveyor * P 12-31-04 Contra Costa County Public Works Department No.5999 Date: G:tGrpt)ato%Df3slgn\SURVEYS1LegslsSExhlbits27:03\CCCRDABayPoi,it•B(rev),doc KT-.Js 713112003 PLAT TO ACCOMPANY EXHIBIT A Sacramento Northern. Railroad 5880 4 VI 2"E Flu Iman Avenue 125.00 -"1 204.83 Series } } 01-025285 } Pu I I man U C t!7 } t13 N Ser i as 0 01-172641 } f < i 6 } c, c . �, L PARCEL 2 { a J Series { t-' 0 D 0.0--000935 P 1 ttsburg z } -- 7 } (D U h 1751 O.R.73 r C7 tD V) C O { } Series 0 L m 0z-zza9a0 < { } Series 00-294232 PARCEL <c v { ) } PARCEL 3 0 5ertes c d } .� 00-294232 -t- 0 L u", } } 5946, O:R.093 PAR}CEL B Series 0 m `` } ! r18228 -344524 [! r" i } } S i ; no I } z � } a { _ SZ- S } 585.110'20"E 323.37D } } M v� 1 } Bt 1„-150' Ar P A}�C E L A 0 I i 203.00 i 589 10'20"E Willow Pass Road Lot Line Adjustment Contra Costa County Redevelopment Agency Instrument. Grant Geed Scale 1 "-15011 Date Rev. JuIy 2003 Drawn By KT I F i l e No. MA-211-2002 Series No. Recorded Checked By JS Cad File EXHIBIT B Exhibit C-2 to Agreement Financing Proposal (Single Family Improvements) BAY POINT SINGLE FAMILY RESIDENTIAL COMMUNITY PROPOSED FINANCING PROGRAM The 69-unit single family home development by OBG at Bay Point, LLC is being financed by a combination of developer equity and a construction loan provided by Housing Capital Company. OBG at Bay Point, LLC is a limited liability company with The O'Brien Group (a California corporation) as the majority and managing member. Housing Capital Company is a real estate lender based in San Mateo, CA. The sales value of the 69 completed homes has been appraised at $21,300,000. Housing Capital is providing an 80% loan-to-value, or a $17,000,000 construction loan. The total estimated cost of the project is currently $19,775,000 subject to completing the bidding process with sub-contractors to build the project. The difference between total costs and the construction loan are being covered by developer equity. OBG at Bay Point LLC typically requires a 10% profit threshold, which may require an additional funding mechanism, including but not limited to forming a special assessment district. EXHIBIT C Exhibit E-1 to Agreement Final Development Plan(Apartment Improvements) 320\07\172316.3 t ti►►�3��►e■ww■�E■w■■■w■Ew■■wEEtscw���■■�►swwE•���u����t■,i► . r r \ i lil>ffl➢ s.� E' � � � R IDE ,tf��� .��#'"'��� � fEp o � ■ ���a�,vr,� f r EEr =enr ■ su no i �`i��I E1.■71i1� ;, ; pP.a■R 201 04 WN � � � tB�s61EItRYsiPA91AMN mo 11 p ■[■68■f� lo$�gR��d/►,.4 v4■ .► ��9l�9� 3�M '�1d�3�91 M� IND■R �IfEI 'R �� ■ KFS n �R ;® w !6 1 R $ � ss EXHIBIT D Exhibit E-2 to Agreement Final Development flan(Single Family Improvements) 320\071172316.3 1 VAR �.E��! E�� �� �J���: - •y�W�i`.�w'h,�J 4 y � R! 8� s2 • �w `!i A- h R -� I�Ra�!��� � �� .,•�`L�su��� h 1 ,Ittlttt/I1� .N � n 41 E x ISIR-.; j E sS Jew 4 sett��S' &IM gin goln-g—u ;8l522`tllA-0 � 0ELF� ' !r �1yu EXHIBIT E Exhibit F-2 to Agreement Form of Grant Deed (Single Family Site) RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO. Contra Costa County Redevelopment Agency 651 Pine Street,N. Vying, 4th Floor Martinez, CA 94553 Attention. Redevelopment Director No fee for recording pursuant to Government Code Section 27383 GRANT DEED For valuable consideration, the receipt of which is hereby acknowledged, THE CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic, of the State of California("Grantor"), acting to carry out redevelopment purposes pursuant to the Community Redevelopment Law of the State of California,hereby grants to OBG At Bay Point, LLC, a California limited liability company("Grantee"), the real property(the "Property") described in Exhibit A attached hereto and incorporated in this Grant Deed by this reference. 1. The Property is conveyed subject to the Disposition,Development and Loan Agreement by and between Grantor, Resources for Community Development and Grantee(as assignee of The O'Brien Group, a California corporation), executed as of March I Ph, 2003 (as amended from time to time, the "Agreement"). 2. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that the Grantee and such successors and assigns shall promptly begin and diligently prosecute to completion the redevelopment of the Property through the construction of the improvements required to be constructed pursuant to the Agreement(the "Single Family Improvements"), and that such construction shall be commenced and completed within the times provided in the Agreement. Promptly after completion of each of the units of the Single Family Improvements in accordance with the provisions of the Agreement, the Grantor will furnish the Grantee with an appropriate instrument so certifying(a "Certificate of Completion"). Recordation of a Certificate 320\07\166406.3 1 of Completion for any completed unit of the Single Family Improvements shall constitute a release of such unit, and the real property such unit is located on, from all further obligations under, and from all further encumbrance of, the Agreement. Such Certificate of Completion by the Grantor shall be a conclusive determination of satisfaction and termination of the agreements and covenants in the Agreement and in this Grant Deed with respect to the obligations of the Grantee and its successors and assigns to construct the portion of the Single Family Improvements described in the Certificate of Completion and the dates for the beginning and completion of such construction. 3. The Grantee hereby covenants and agrees, for itself and its successors and assigns, that during construction and prior to the close of escrow on the sale of the units in the Single Family Development, the Grantee or its successors and assigns shall maintain the Property and Single Family Improvements thereon in compliance with all requirements for maintenance set forth in the Agreement. 4. The Grantee covenants and agrees, for itself and its successors and assigns, that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed,religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall the Grantee itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location,number,use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Property and the Single Family Improvements thereon. All deeds, leases or contracts made relative to the Property and the Single Family Improvements thereon or any part thereof, shall contain or be subject to substantially the following non-discrimination clauses: a. In deeds: "The grantee herein covenants by and for itself,its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee or any person claiming under or through the grantee establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants,lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." b. In leases: "The lessee herein covenants by and for itself, its heirs, executors, administrators and assigns, and all persons claiming under or through the Grantee, and this lease is made and accepted upon and subject to the following conditions: 320107\966406.3 2 "That there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, or disability in the leasing, subleasing, transferring,use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee, or any person claiming under or through the lessee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land herein leased." C. In contracts: "There shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation,marital status, national origin, ancestry or disability in the sale, lease, sublease,transfer, use, occupancy,tenure or enjoyment of the land,nor shall the transferee, or any person claiming under or through the transferee, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants or vendees in the land." 5. The Grantee represents and agrees that the Property will be used for the purposes of timely redevelopment as set forth in the Agreement and not for speculation in landholding. The Grantee further recognizes that in view of the following factors, the qualifications of the Grantee are of particular concern to the community and the Grantor: a. The importance of the redevelopment of the Property to the general welfare of the community; and b. The land acquisition assistance and other public aids that have been made available by law and by the government for the purpose of making such redevelopment possible; and C. The reliance by the Grantor upon the unique qualifications and ability of the Grantee to serve as the catalyst for development of the Property and upon the continuing interest which the Grantee will have in the Property to assure the quality of the use,operation and maintenance deemed critical by the Grantor in the development of the Property; and d. The fact that a change in ownership or control of the owner of the Property, or of a substantial part thereof, or any other act or transaction involving or resulting in a significant change in ownership or with respect to the identity of the parties in control of the Grantee or the degree thereof is for practical purposes a transfer or disposition of the Property; and e. The fact that the Property is not to be acquired or used for speculation,but only for development by the Grantee in accordance with the Agreement; and 320\07\166406.3 3 £ The importance to the Grantor and the community of the standards of use, operation and maintenance of the Property. The Grantee further recognizes that it is because of such qualifications and identity that the Grantor has entered into the Agreement and has conveyed the Property to the Grantee. For the reasons stated above, the Grantee covenants, for itself and its successors and assigns, that there shall be no sale, transfer, assignment, conveyance, lease,pledge or encumbrance of the Agreement, or the Property and the Single Family Improvements thereon or any part thereof, or of other ownership interest in the Grantee in violation of the Agreement. No voluntary or involuntary successor in interest of the Grantee shall acquire any rights or powers under this Grant Deed or the Agreement except as expressly set forth in this Grant Deed or the Agreement. 6. The covenants contained in Sections 2, 3, and 5 regarding construction, maintenance, and transfers of interests, shall remain in effect with respect to each unit within the Single Family Development until the recordation of the Certificates of Completion for each such unit. The covenants contained in Section 4 regarding non-discrimination shall remain in effect in perpetuity. '. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument permitted by the Agreement or otherwise approved by the Agency; provided, however, that any successor of Grantee to the Property shall be bound by such covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 8. The covenants contained in Sections 2, 3, 4 and 5 of this Grant Deed shall, without regard to technical classification or designation, legal or otherwise specifically provided in this Grant Deed, be, to the fullest extent permitted by law and equity,binding for the benefit and in favor of and enforceable by the Grantor, its successors and assigns, the County of Contra Costa and any successor in interest to the Property or any part thereof, and such covenants shall run in favor of the Grantor and such aforementioned parties for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. In the event of any breach of any of such covenants, the Grantor and such aforementioned parties shall have the right to exercise all of the rights and remedies, and to maintain any actions at law or suits in equity or other property proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor, its successors and such aforementioned parties. 9. Subject to and in accordance with the procedures and provisions of Section 8.5 and 8.11 of the Agreement, the Grantor shall have the right, at its option, to reenter and take possession of the Property hereby conveyed, or such portion thereof, with all Single Family 320107\166406.3 4 _. _. Improvements thereon, and revest in the Grantor the estate conveyed to the Grantee, if the Agreement is terminated with respect to the Grantee pursuant to Section 8.4 of the Agreement prior to recordation of the Certificates of Completion for the Single Family Improvements. This section shall only to apply to those units in the Single Fancily Development for which Certificates of Completion have not yet been recorded. The Grantor shall have the right to institute such actions or proceedings as it may deem desirable for effectuating the purposes of this Section, including also the right to execute and record or file with the Recorder of the County of Contra Costa a written declaration of the termination of all rights and title of the Grantee, and its successors in interest and assigns, in the Property, and the reverting of title thereto in the Grantor. Any delay by the Grantor in instituting or prosecuting any such actions or proceedings or otherwise asserting its rights under this Section shall not operate as a waiver of such rights or to deprive it of or limit such rights in any way (it being the intent of this provision that Grantor should not be constrained so as to avoid the risk of being deprived of or limited to the exercise of the remedy provided in this Section because of concepts of waiver, laches, or others), nor shall any waiver in fact made by the Grantor with respect to any specific default by the Grantee, its successors and assigns,be considered or treated as a waiver of the rights of the Grantor with respect to any other defaults by the Grantee, its successors and assigns, or with respect to the particular default except to the extent specifically waived. 10. Only the Grantor, its successors and assigns, and the Grantee and the successors and assigns of the Grantee in and to all or any part of the fee title to the Property shall have the rights to consent and agree to changes or to eliminate in whole or in part any of the covenants contained in this Grant Deed or, prior to the issuance of a Certificate of Completion, to subject the Property to additional covenants, easements, or other restrictions. For purposes of this Section, successors and assigns of the Grantee shall be defined to include only those parties who hold all or any part of the Property in fee title, and not to include a tenant, lessee, easement holder, licensee,mortgagee, trustee, beneficiary under deed of trust, or any other person or entity having an interest less than a fee in the Property. In the event there is a conflict between the provisions of this Grant Deed and the Agreement, it is the intent of the parties hereto and their successors in interest that the Agreement shall control. 11. This Grant Deed may be executed and recorded in two or more counterparts, each of which shall be considered for all purposes a fully binding agreement between the parties. 320\07\1664W3 5 IN WITNESS WHEREOF, the parties hereto have executed this Grant Deed in triplicate as of this , 20 . GRANTEE: GRANTOR: OBG At Bay Point, LLC, a California Contra Costa County Redevelopment limited liability company Agency, a public body, corporate and politic By: By: Its: Its: 320\07\1664016.3 6 EXHIBIT A to Single Family Grant Deed Legal Description of the Property (Single Family Site) 324107\166406.3 i Lot Line Adjustment 03-0058 Contra Costa County 1 Redevelopment Agency ! A.P.N.095-020-098 A.P.N.095-020-097 Drawing No. MA-211-2002(rev 7103) i . i Oarcei Bj Beginning at the nbrthwest corner of said Parcel 2 (01-025.285), said Point of Beginning being on the east line of Block C, Poinsettia Land Company West Pittsburg Tract Unit No. 1, fled June 8, 1926 in Book 19 of Maps at Page 505, � and on the south line of the parcel of land granted to the Sacramento Northern i Ri iiroad; thence leaving said Paint of Beginning easterly along said south line, :south 88'46'12"east, 329.83 feet to,a point on the east line of said Parcel 3 (01- -025285) said east line also being the northerly prblongation of the west line of Black A, Map of Bella Monte Subdivision No.1, filed March 27, 1927 in Book 20 i of Maps at page 548; thence southerly along said line, south 1'46'20" west, i 849.52 feet to a point which lies 211.71 feet north (perpendicular measurement} from the north ling of Willow Pass road as described in the deed to Contra Costa County recorded October 28,1994 in series number 94-264540; thence parallel to said north line, north 89°10'20"west, 328.37 feet to a paint on the west line of `said Parcel 1 (01-025255) said gest line also being the east line of said Block C (19 M 506); thence northerly along said line, north 1'40'20"east, 851.82 feet to the Paint of Beginning, :Contal, g an area of 279,931 square feet of lend (6,42833 acres) more or less. Beadrigs based on the California Coordinate System of 1588(CCS83),Zone Ill. Distances given are.ground distances. Exhibit"B" attached and by this reference made a part hereof. This real property description hes been prepared by me or under my.directionjn. conformance with the Professional Land Surveyors Act. -" L) 7. slgnatu t' - Ll ensed Land Surveyor Contra Costa County Public Works Department N 5 No.6959� 999J4 N CPA Date: Opt1 G:\GtQDaYaltS�signlSURV�YStLeps'st�xhlh!ts20I131CGCRC�ABayPaint-S(rev).doc KT:Js 7131/2003 EXHIBIT F Exhibit K to Agreement Infrastructure Improvements 320107\172316.3 cn 0cn �l W E- rj x ° Z Ltd 1 I 4 � ........... ........... .... .::.`............ ...:.i i4i '.:.`:i'.:'C.'i::::.:. :/::;�<>:::::::::.:':iiJ::4:<......' _., :4:ii. ..... ........:::.::..:::.:::.:.:.::.::i'..... ..i:. '. .:. 'SS?::.iii:.:is ii:Si:'piii:�iii i?::: {{ t .. .............. . ......... ............. ............. .............. ..................... f .... .................... ;............. ............. ....... .............. ............. ........... ............. ............ ........... F` ............................. ........ . ....................................... .............. ...........,...........,A..... .i,. ... . ................. .. ..... ................ ..... :�a:.3i.... i`:,: : . .... ................... ..... ....... ...'.... ............... . . .. ............................ ..................I................... ...................... .......... ------- ............................................. ...............I........... ---.............................. ........... ..:^' .............. ........ ............... V yy f � LL € ---�- f ..... ............. I, .. ----� - r .�_-- - -- ...............�....�,...._.... :rte t w w 0 3 to i { f 04 1-4 ri Flf Hf _ f � 11 I I,'�lil Fff uj Fff Hk- �I LAI - �� ►..� _ w% . r4l,,�-A B. : 7i - � &':..- co�C.:..-v,� -• "�� #�rc� :.s :.. �.:-�ms�ee�i::."s�o-y� ::f..,r, dft is IAMgum : +� x € 3 (MM n dik it ■ �5� alag r � t 3 ` i � EXHIBIT G Exhibit M to Agreement Form of Certificate of Completion for Single Family Improvement units RECORDED REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street,North Wing, 4t Floor Martinez, CA 94533 Attention: Redevelopment Director DOCUMENT ENTITLED TO RECORDING WITHOUT FEE PURSUANT TO GOVERNMENT CODE SECTION 2738 (SPACE ABOVE THIS LINE FOR RECORDER'S USE) CERTIFICATE OF COMPLETION The Contra Costa County Redevelopment Agency, a public body corporate and politic (the"Agency"),hereby certifies that(i) OBG at Bay Point, LLC, a California limited liability company(the "Developer"), has met the obligations of the Developer under Article 5 of the Disposition, Development and Loan Agreement dated March 11, 2003 between the Agency, Resources for Community Development and the Developer(as assigned) and recorded as Instrument No. in the Official Records of Contra Costa County on , 2003 (as amended or modified from time to time, the"DDLA"); and (ii) the Developer has completed construction of the Single Family Improvements on Lot of the Single Family Development(the"Completed Unit") in compliance with the DDLA. The real property on which the Completed Unit is located and to which this Certificate pertains is described in the legal description attached hereto as Exhibit A (the"Completed Lot"). Recordation of this Certificate shall constitute a release of the Completed Unit and the Completed Lot from all further obligations under, and from all further encumbrance of. the DDLA. This Certificate shall not be deemed a notice of completion under the California Civil Code, nor shall it constitute evidence of compliance with or satisfaction of any obligation of the Developer to any holder of a deed of trust securing money to finance the Single Family Improvements or evidence of satisfaction of any requirements with respect to payment of prevailing wages for the construction of the Single Family Improvements. 320107\172543.1 1 Capitalized terms used in this Certificate which are not defined herein shall have the meanings given such terms in the DDLA. 3201071172543.1 2 Dated: _ . 520 CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body corporate and politic By: Its: 3241071172543.1 3 EXHIBIT H Exhibit N to Agreement Form of Single Family Deed of Trust RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Contra Costa County Redevelopment Agency 651 Pine Street,N. Wing, 4th Floor Martinez, CA 94553 Attention: Redevelopment Director No fee for recording pursuant to Government Code Section 27383 DEED OF TRUST AND SECURITY AGREEMENT (Bay View Community Housing) THIS DEED OF TRUST AND SECURITY AGREEMENT("Deed of Trust") is made as of this day of , 2003,by and among OBG At Bay Point, LLC, a California limited liability company("Trustor"), Title Company, a California corporation("Trustee"), and the Contra Costa County Redevelopment Agency, a public body, corporate and politic("Beneficiary"). FOR GOOD AND VALUABLE CONSIDERATION, including the indebtedness herein recited and the trust herein created, the receipt of which is hereby acknowledged, Trustor hereby irrevocably grants,transfers, conveys and assigns to Trustee, IN TRUST, WITH POWER OF SALE, for the benefit and security of Beneficiary, under and subject to the terms and conditions hereinafter set forth, Trustor's fee interest in the property located in the County of Contra Costa, State of California, that is described in the attached Exhibit A, incorporated herein by this reference(the "Property"). TOGETHER WITH all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property and the rents; TOGETHER WITH all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, including(without limiting the generality of the foregoing) all tenements, hereditaments and appurtenances thereof and thereto; 3201071172554.3 1 TOGETHER WITH any and all buildings and improvements of every kind and description now or hereafter erected thereon, and all property of the Trustor now or hereafter affixed to or placed upon the Property; TOGETHER WITH all building materials and equipment now or hereafter delivered to said Property and intended to be installed therein; TOGETHER WITH all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys and strips and areas of land adjacent to or used in connection with the Property; TOGETHER WITH all estate, interest,right, title, other claim or demand, of every nature, in and to such property, including the Property,both in law and in equity, including,but not limited to, all deposits made with or other security given by Trustor to utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto,which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by any proceeding or purchase in lieu thereof of the whole or any part of such property, including without limitation, any awards resulting from a change of grade of streets and awards for severance damages to the extent Beneficiary has an interest in such awards for taking as provided in Paragraph 4.1 herein; and TOGETHER WITH all ofTrustor's interest in all articles of personal property or fixtures now or hereafter attached to or located in and about the building or buildings now erected or hereafter to be erected on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner. TOGETHER WITH all of Trustor's interest in all building materials, fixtures, equipment, work in process and other personal property to be incorporated into the Property; all goods, materials, supplies, fixtures, equipment, machinery, furniture and furnishings, signs and other personal property now or hereafter appropriated for use on the Property, whether stored on the Property or elsewhere, and used or to be used solely in connection with the Property; all rents, issues and profits, and all inventory, accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, trade names, trademarks and service marks arising from or related to the Property and any business conducted thereon by Trustor; all replacements, additions, accessions and proceeds; and all books, records and files relating to any of the foregoing. 3201071172554.3 2 All of the foregoing, together with the Property, is herein referred to as the"Security." To have and to hold the Security together with acquittances to the Trustee, its successors and assigns forever. FOR THE PURPOSE OF SECURING. (a) Payment of just indebtedness of Trustor to Beneficiary as set forth in the Note (defined in Article 1 below)until paid or cancelled. Said principal and other payments shall be due and payable as provided in the Note. Said Note and all its terms are incorporated herein by reference, and this conveyance shall secure any and all extensions thereof, however evidenced; and (b) Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period,with interest thereon as provided herein; and (c) Performance of every obligation, covenant or agreement of Trustor contained herein and in the Loan Documents (defined in Section 1.2 below). AND TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR COVENANTS AND AGREES: ARTICLE 1. DEFINITIONS In addition to the terms defined elsewhere in this Deed of Trust, the following terms shall have the following meanings in this Deed of Trust: Section 1.1 The term "DILA" means that certain Disposition, Development and Loan Agreement between Beneficiary,Trustor(as assignee of The O'Brien Group, a California corporation), and Resources For Community Development, a California nonprofit public benefit corporation, executed as of March 11, 2003, as amended by that First Amendment to Disposition, Development and Loan Agreement executed as of , 2003, providing for the Beneficiary to loan to the Trustor One Million One Hundred Fifteen Thousand Five Hundred Thirteen Dollars ($1,115,513) for the acquisition of the Property. Section 1.2 The term "Loan Documents" means this Deed of Trust, the Note and .Article 11 of the DDLA. 320\07\172564.3 3 Section 1.3 The term "Note" means the promissory note in the principal amount of One Million One Hundred Fifteen Thousand Five Hundred Thirteen]Dollars ($1,115,513) dated of even date herewith executed by the Trustor in favor of the Beneficiary, the payment of which is secured by this Deed of Trust. (A copy of the Note is on file with the Beneficiary and terms and provisions of the Note are incorporated herein by reference.). Section 1.4 The term "Principal" means the amount required to be paid under the Note. ARTICLE 2. MAINTENANCE AND MODIFICATION OF THE PROPERTY AND SECURITY'' Section 2.1 Maintenance and Modification of the Property by Trustor. The Trustor agrees that at all tunes prior to full payment of the sum owed under the Note, the Trustor will, at the Trustor's own expense,maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition. The Trustor will from time to time make or cause to be made all repairs,replacements and renewals deemed proper and necessary by it. The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security. Trustor agrees to pay fully and discharge(or cause to be paid fully and discharged), unless being diligently contested or disputed in good faith by Trustor as set forth below, all claims for labor done and for material and services furnished in connection with the Security, diligently to file or procure the fling of a valid notice of cessation upon the event of a cessation of labor on the work or construction on the Security for a continuous period of thirty (30)days or more,and to take all other reasonable steps to forestall the assertion of claims of lien against the Security of any part thereof. Trustor irrevocably appoints, designates and authorizes Beneficiary as its agent(said agency being coupled with an interest)with the authority,but without any obligation,to file for record any notices of completion or cessation of labor or any other notice that Beneficiary deems necessary or desirable to protect its interest in and to the Security or the Loan Documents, provided, however,that Beneficiary shall exercise its rights as agent of Trustor only in the event that Trustor shall fail to take, or shall fail to diligently continue to take, those actions as hereinbefore provided. Upon demand by Beneficiary, Trustor shall make or cause to be made such demands or claims as Beneficiary shall specify upon laborers, materialmen, subcontractors or other persons who have furnished or claim to have furnished labor, services or materials in connection with the Security. Nothing herein contained shall require Trustor to pay any claims for labor,materials or services which Trustor in good faith disputes and is diligently contesting provided that Trustor shall, within thirty(30)days after the filing of any claim of lien,record in the Office of the Recorder of Contra Costa County, a surety bond in an amount I and 1/2 times the amount of such claim item to protect against a claim of lien. Section 2.2 Granting of Easements. Trustor may not grant easements, licenses, rights- of-way or other rights or privileges in the nature of easements with respect to any property or 320\0n972554.3 4 rights included in the Security except those contemplated by the DDLA and/or the conditions of approval for the development being constructed by Trustor, and except those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law and as approved, in writing, by Beneficiary which approval shall not be unreasonably withheld. ARTICLE 3. TAXES AND INSURANCE• ADVANCES Section 3.1 Taxes, Other Governmental Charges and Utility Charges. Trustor shall pay, or cause to be paid,prior to delinquency, all taxes, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security or any part thereof; provided,however, that Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as (a)the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings, and (b)Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section 3.1. With respect to taxes, special assessments or other similar governmental charges, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any part of the Security; provided, however, if such taxes, assessments or charges may be paid in installments, Trustor may pay in such installments. Except as provided in clause(b) of the first sentence of this paragraph, the provisions of this Section 3.1 shall not be construed to require that Trustor maintain a reserve account, escrow account, impound account or other similar account for the payment of future taxes, assessments, charges and levies. In the event that Trustor shall fail to pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may(but shall be under no obligation to)pay the same, after the Beneficiary has notified the Trustor of such failure to pay and the Trustor fails to fully pay such items within seven (7)business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the rate set forth in Section 3.3 below, shall become an additional obligation of Trustor to the Beneficiary and shall be secured hereby, and Trustor agrees to pay all such amounts. Section 3.2 Provisions ReVecting Insurance. Trustor agrees to provide insurance conforming in all respects to that required under the Loan Documents during the course of construction and following completion, and at all times until all amounts secured by this Deed of Trust have been paid and all other obligations secured hereunder fulfilled, and this Deed of Trust reconveyed. All such insurance policies and coverages shall be maintained at Trustor's sole cost and expense. Certificates of insurance for all of the above insurance policies, showing the same to be in full force and effect, shall be delivered to the Beneficiary upon demand therefor at any time prior to the Beneficiary's receipt of the entire Principal and all amounts secured by this Deed of Trust. 3201071172554.3 5 Section 3.3 Advances. In the event the Trustor shall fail to maintain the full insurance coverage required by this Deed of Trust or shall fail to keep the Security in accordance with the Loan Documents, the Beneficiary, after at least seven(7) days prior notice to Trustor, may(but shall be under no obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof, and all amounts so advanced therefor by the Beneficiary shall become an additional obligation of the Trustor to the Beneficiary(together with interest as set forth below) and shall be secured hereby, which amounts the Trustor agrees to pay on the demand of the Beneficiary, and if not so paid, shall bear interest from the date of the advance at the lesser of eight percent(S%) per annum or the maximum rate permitted by law. ARTICLE 4. DAMAGE DESTRUCTION OR CONDEMNATION Section 4.1 Awards and Damages. All judgments, awards of damages, settlements and compensation made in connection with or in lieu of(1) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain, (2) any damage to or destruction of the Property or in any part thereof by insured casualty, and (3) any other injury or damage to all or any part of the Property ("Funds") are hereby assigned to Beneficiary as additional security hereunder. So long as no Event of Default has occurred and is continuing, Trustor is authorized and empowered to collect and receive any funds. Following the occurrence and during the continuation of an Event of Default, the Beneficiary is authorized to apply such funds in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as the Beneficiary shall determine at its sole option, and in addition the Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided under this Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. In such event, all or any part of the amounts so collected and recovered by the Beneficiary may be released to Trustor upon such conditions as the Beneficiary may impose for its disposition. Application of all or any part of the Funds collected and received by the Beneficiary or the release thereof shall not cure or waive any default under this Deed of Trust. The rights of the Beneficiary under this Section 4.1 are subject to the rights of any senior mortgage lender. ARTICLE 5. AGREEMENTS AFFECTING THE PROPERTY, FURTHER ASSURANCES; PAYMENT OF PRINCIPAL AND INTEREST Section 5.1 Other Agreements Affecting Property. The Trustor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it under the Loan Documents and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof. Section 5.2 _Agreement to Pay.Attorneys' Fees and Expenses. In the event of any Event of Default(as defined below)hereunder, and if the Beneficiary should employ attorneys or 320\07\172554.3 6 incur other expenses for the collection of amounts due or the enforcement of performance or observance of an obligation or agreement on the part of the Trustor in this Deed of Trust,the Trustor agrees that it will, on demand therefor, pay to the Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Beneficiary; and any such amounts paid by the Beneficiary shall be added to the indebtedness secured by the lien of this Deed of Trust, and shall bear interest from the date such expenses are incurred at the rate set forth in Section 3.3. Section 5.3 Payment of the Principal. The Trustor shall pay to the Beneficiary the Principal and any other payments as set forth in the Note in the amounts and by the times set out therein. Section 5.4 Personal Property. To the maximum extent permitted by law, the personal property subject to this Deed of Trust shall be deemed to be fixtures and part of the real property and this Deed of Trust shall constitute a fixtures filing under the California Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Deed of Trust shall constitute a security agreement under the California Commercial Code. Section 5.5 Financing Statement. The Trustor shall execute and deliver to the Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to the Beneficiary a valid perfected security interest in the Security. The Trustor agrees to perform all acts which the Beneficiary may reasonably request so as to enable the Beneficiary to maintain such valid perfected security interest in the Security in order to secure the payment of the Note in accordance with their terms. The Beneficiary is authorized to file a copy of any such financing statement in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument. Section 5.6 Operation of Security. The Trustor shall operate the Security(and, in case of a transfer of a portion of the Security subject to this Deed of Trust, the transferee shall operate such portion of the Security) in full compliance with the Loan Documents. Section 5.7 Inspection of the Security. At any and all reasonable times upon seventy- two (72)hours`notice, the Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, without payment of charges or fees, to inspect the Security. 320\07\172554.3 7 Section 5.8 Nondiscrimination. The Trustor herein covenants by and for itself, its heirs, executors, administrators, and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, age, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer,use, occupancy, tenure or enjoyment of the Security, nor shall the Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants shall run with the land. 3201071172554.3 8 ARTICLE 6. HAZARDOUS WASTE Section 6.1 Certain Covenants And Agreements. The Trustor hereby covenants and agrees that: (a) The Trustor shall not knowingly permit the Property or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials(as defined below in Section 6.4) or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Property. (b) The Trustor shall keep and maintain the Property and each portion thereof in compliance with, and shall not cause or permit the Property or any portion thereof to be in violation of, any Hazardous Materials Laws. "Hazardous Materials Laws" shall mean all federal, state, and local laws, ordinances, regulations, orders and directives pertaining to Hazardous Materials in, on or under the Property or any portion thereof. Following conveyance by Trustor of each single family unit to a homebuyer, Trustor shall be released from any obligations under this Section 1.1(b) with respect to each such unit conveyed. (c) Upon receiving actual knowledge of the same the Trustor shall promptly advise the Beneficiary in writing of (A) any and all enforcement, cleanup,removal or other governmental or regulatory actions instituted, completed or threatened against the Trustor or the Property pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Trustor or the Property relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C)the presence of any Hazardous Materials in, on or under the Property; or (D) the Trustor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property classified as "borderzone property" under the provisions of California Health and Safety Code, Sections 25220 et sem., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Laws. The Beneficiary shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, and to have its reasonable attorney's fees in connection therewith paid by Trustor; provided, however, if Trustor assumes sole liability for any such Hazardous Materials Claims, the Beneficiary shall not have the right to have its attorneys' fees paid by Trustor. Following conveyance by Trustor of each single family unit to a homebuyer, Trustor shall be released from any obligations under this Section 1.1(c) with respect to each such unit conveyed. (d) Without the Beneficiary's prior written consent, which shall not be unreasonably withheld, and which the Beneficiary shall promptly grant or deny, the Trustor shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Property(other than in emergency situations or as required by governmental 320\07\172664.3 9 agencies having jurisdiction in which case the Beneficiary agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims, Section 6.2 Indemnity. The Trustor hereby agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to the Beneficiary) the Beneficiary, its boardmembers, officers, and employees from and against any and all claims, losses, damages, liabilities, fines,penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all costs and expenses incurred in connection therewith(including, but not limited to, attorney's fees and expenses), arising directly or indirectly, in whole or in part, out of. (1)the failure of the Trustor, or any other person or entity to comply with any Hazardous Materials Law relating in any way whatsoever to the handling, treatment,presence,removal, storage, decontamination, cleanup, transportation or disposal of Hazardous Materials into, on, under or from the Property; (2) the presence in, on or under the Property of any Hazardous Materials or any releases or discharges of any Hazardous Materials into, on, under or from the Property; or(3) any activity carried on or undertaken on or off the Property, subsequent to the conveyance of the Property to the Trustor, and whether by the Trustor or any successor in title or any employees, agents, contractors or subcontractors of the Trustor or any successor in title, or any third persons at any time occupying or present on the Property, in connection with the handling, treatment, removal, storage, decontamination, cleanup, transport or disposal of any Hazardous Materials at any time located or present on or under the Property; provided, however, that the indemnification for activities undertaken off the Property shall only apply to activities undertaken by the Trustor or its employees, agents, contractors or subcontractors. The foregoing indemnity shall further apply to any residual contamination on or under the Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, treatment, storage, transport or disposal of any such Hazardous Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with Hazardous Materials Laws. The provisions of this subsection shall survive expiration of termination of this Deed of Trust, and shall remain in full force and effect; provided, however, following conveyance by Trustor of each single family unit to a homebuyer, Trustor shall be released from any obligations under Section 1.2 with respect to each such single family unit conveyed. Section 6.3 No Limitation. The Trustor hereby acknowledge and agree that the Trustor's duties, obligations and liabilities under this Deed of Trust, including, without limitation, under section 1.2 above, are in no way limited or otherwise affected by any information the Beneficiary may have concerning the Property and/or the presence within the Property of any Hazardous Materials, whether the Beneficiary obtained such information from the Trustor or from its own investigations, unless such information was known to the Beneficiary at the time of execution of this Deed of Trust but not disclosed pursuant to the DDLA. Section 6.4 Hazardous Materials Definition. "Hazardous Materials" shall mean. (a) any "hazardous substance" as defined in Section 101(14)of Comprehensive Environmental Response, Compensation, and Liability Act 1980("CERCLA") 320t07\172554.3 10 (42 U.S.C. Section 9601(14)) or Section 25281(d) or 25316 of the California Health and Safety Code at such time; (b) any "hazardous waste," "infectious waste" or "hazardous material" as defined in Section 25117, 25117.5 or 255010) of the California Health and Safety Code at such time; (c) any other waste, substance or material designated or regulated in any way as "toxic" or "hazardous" in the RCRA(42 U.S.C. Section 6901 et sic .), CERCLA Federal Water Pollution Control Act(33 U.S.C. Section 1521 et seq.), Safe Drinking Water Act(42 U.S.C. Section 3000 (f)et seg.), Toxic Substances Control Act (15 U.S.C. Section 2601 et se,.), Clear Air Act (42 U.S.C. Section 7401 et seq.), California Health and Safety Code(Section 25100 et sem., Section 3900 et sect.), or California Water Code (Section 1300 et sem.) at such time; and (d) any additional wastes, substances or material which at such time are classified, considered or regulated as hazardous or toxic under any other present or future environmental or other similar laws relating to the Property. The term "Hazardous Materials" shall not include. (i) construction materials, gardening materials, household products, office supply products or janitorial supply products customarily used in the construction, maintenance, rehabilitation, or management of residential property or associated buildings and grounds, or typically used in household activities, or(ii) certain substances which may contain chemicals listed by the State of California pursuant to California Health and Safety Code Sections 25249.8 et sem., which substances are commonly used by a significant portion of the population living within the region of the Property, including,but not limited to, alcoholic beverages, aspirin, tobacco products, Nutrasweet and saccharine. ARTICLE 7. EVENTS OF DEFAULT AND REMEDIES Section 7.1 Events of Default. The following shall constitute Events of Default: (1) failure to make any payment to be paid by Trustor under the Loan Documents within ten(10) days following written notice such payment is due; (2) failure to observe or perform any of Trustors other covenants, agreements or obligations under the Loan Documents, including, without limitation, the provisions concerning discrimination subject to applicable notice and cure periods, if any, included in the Loan Documents; or(3) failure to make any payment or perform any of Trustor's other covenants, agreements, or obligations under any other debt instruments or regulatory agreement secured by the Property, which default shall not be cured within the times and in the manner provided therein. Section 7.2 Acceleration-of-Maturity. If an Event of Default shall have occurred and be continuing, then at the option of the Beneficiary, the amount of any payment related to the Event of Default and the unpaid Principal of the Note shall immediately become due and 320107\172554.3 11 payable, upon written notice by the Beneficiary to the Trustor(or automatically where so specified in the Loan Documents), and no omission on the part of the Beneficiary to exercise such option when entitled to do so shall be construed as a waiver of such right. Section 7.3 The Beneficiary's Right to Enter and Take Possession. If an Event of Default shall have occurred and be continuing, the Beneficiary may: (a) Either in person or by agent,with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof(or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof The entering upon and taking possession of the Security shall not cure or waive any Event of Default or Notice of Default(as defined below) hereunder or invalidate any act done in response to such Default or pursuant to such Notice of Default and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to exercise every right provided for in this Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale; (b) Commence an action to foreclose this Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; (c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest in the Security to be sold ("Notice of Default and Election to Sell"), which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of Contra Costa County; or (d) Exercise all other rights and remedies provided herein, in the instruments by which the Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law. Section 7.4 Foreclosure By Power of Sale. Should the Beneficiary elect to foreclose by exercise of the power of sale herein contained, the Beneficiary shall give notice to the Trustee (the "Notice of Sale") and shall deposit with Trustee this Deed of Trust which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the unpaid principal amount of the Note is immediately due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. (a) Upon receipt of such notice from the Beneficiary, Trustee shall cause to be recorded,published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law and after recordation of such Notice of Default and Election to Sell and after Notice of Sale having been given as required by law, sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine 320\07\172554.3 12 unless specified otherwise by the Trustor according to California Civil Code Section 2924g(b), at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold,but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale, and Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers. (b) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to payment of: (i)the unpaid Principal amount of the Note; (ii) all other arnounts owed to Beneficiary under the Loans oan Documents; (iii) all other sums then secured hereby; and(iv)the remainder,if any, to Trustor. (c) Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter, and without further notice make such sale at the time fixed by the last postponement,or may, in its discretion, give a new Notice of Sale. Section 7.5 Receiver. If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and without regard to the then value of the Security or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security(or a part thereof). Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirination of sale of the Security,unless such receivership is sooner terminated. Section 7.6 Remedies Cumulative. No light,power or remedy conferred upon or reserved to the Beneficiary by this Deed of Trust is intended to be exclusive of any other right, power or remedy,but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right,power and remedy given hereunder or now or hereafter existing at law or in equity. Section 7.7 No Waiver. No delay or omission of the Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every right,power and remedy given by this Deed of Trust to the Beneficiary may be exercised from time to time and as often as may be deemed expeditious by the Beneficiary. Beneficiary 's expressed or implied consent to a breach by Trustor, or a waiver of any obligation of Trustor hereunder shall not be deemed or construed to be a consent to any subsequent breach,or further waiver, of such obligation or of any other obligations of the Trustor hereunder, Failure on the part of the Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute 320\07�1 72554.3 13 a waiver by the Beneficiary of its right hereunder or impair any rights,power or remedies consequent on any Event of Default by the Trustor. If the Beneficiary(i) grants forbearance or an extension of time for the payment of any sums secured hereby, (ii)takes other or additional security or the payment of any sums secured hereby, (iii)waives or does not exercise any right granted in the Loan Documents, (iv)releases any part of the Security from the lien of this Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Loan Documents, (v) consents to the granting of any easement or other right affecting the Security, or(iv) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge,modify, change or affect the original liability under this Deed of Trust, or any other obligation of the Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, co-signer, endorser, surety or guarantor(unless expressly released); nor shall any such act or omission preclude the Beneficiary from exercising any right,power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by the Beneficiary shall the lien of this Deed of Trust be altered thereby. Section 7.8 _Suits to Protect the Security. The Beneficiary shall have power to (a) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Security and the rights of the Beneficiary as may be unlawful or any violation of this Deed of Trust, (b)preserve or protect its interest(as described in this Deed of Trust) in the Security, and (c)restrain the enforcement of or compliance with any legislation or other governmental enactment,rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of the Beneficiary. Section 7.9 Trustee May Pile Proofs of Claim. In the case of any receivership, insolvency,bankruptcy,reorganization, arrangement, adjustment, composition or other proceedings affecting the Trustor, its creditors or its property, the Beneficiary, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of the Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by the Trustor hereunder after such date. Section 7.10 Waiver. The Trustor waives presentment, demand for payment, notice of dishonor,notice of protest and nonpayment,protest, notice of interest on interest and late charges, and diligence in taking any action to collect any sums owing under the Note or in proceedings against the Security, in connection with the delivery, acceptance,performance, default, endorsement or guaranty of this Deed of Trust. 320\071172554.3 14 ARTICLE 8. MISCELLANEOUS Section 8.1 Amendments. This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor. Section 8.2 Partial Reconveyance by Trustee. Upon the sale of each home in the Single Family Development (as defined in the DDLA) and satisfaction by Trustor of the conditions set forth in Section 11.4 of the DDLA, Beneficiary shall request from Trustee a partial reconveyance from the lien of this Deed of Trust for each such home sold. Upon such written request of Beneficiary and upon payment by Trustor of Trustee's reasonable fees, Trustee shall partially reconvey the Security pertaining to each home sold in the Single Family Development to Trustor, or to the person or persons legally entitled thereto. Section 8.3 Notices. If at any time after the execution of this Deed of Trust it shall become necessary or convenient for one of the parties hereto to serve any notice, demand or communication upon the other party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid and (1) if intended for Beneficiary shall be addressed to: Contra Costa County Redevelopment Agency 651 Pine Street, N. Wing, 4th Floor Martinez, CA 94553 Attention: Redevelopment Director and (2) if intended for Trustor shall be addressed to: OBG At Bay Point, LLC c/o The O'Brien Group 2001 Winward Way, Suite, 244 San Mateo, California 94404-2473 Attention: James Pollart& Eric Keller Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective. Section 8.4 Successors. Where an obligation is created herein binding upon Trustor, the obligation shall also apply to and bind any transferee or successors in interest. Where 320\07\172554.3 15 Trustor is more than one entity or person, all obligations of Trustor shall be deemed to be a joint and several obligation of each and every entity and person comprising Trustor. Section 8.5 Captions. The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Deed of Trust. Section 8.6 Invalidity of Certain Provisions. Every provision of this Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof,which terns and provisions shall remain binding and enforceable. If the lien of this Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt,whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Deed of Trust. Section 8.7 Governing Law. This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. Section 8.8 Gender and Number. In this Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires. Section 8.9 Deed of Trust, Mortgage. Any reference in this Deed of Trust to a mortgage shall also refer to a deed of trust and any reference to a deed of trust shall also refer to a mortgage. Section 8.10 Actions. Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security. Section 8.11 Substitution of Trustee. Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Trust. Upon such appointment, and without conveyance to the successor trustee,the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee. Section 8.12 Statute of Limitations. The pleading of any statute of limitations as a defense to any and all obligations secured by this Deed of Trust is hereby waived to the full extent permissible by law. Section 8.13 Acceptancey Trustee. Trustee accepts this Trust when this Deed of Trust, duly executed and acknowledged, is made public record as provided by law. Except as 320\071172554.3 16 otherwise provided by law the Trustee is not obligated to notify any party hereto of pending sale under this Deed of Trust or of any action of proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. 320\07\172554.3 17 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as of the day and year first above written. TRUSTOR: OBG AT BAY POINT, LLC, a California limited liability company By: The O'Brien Group, a California corporation, Managing Member By: Name: Title: 32M071172554.3 18 STATE OF CALIFORNIA ) ss. COUNTY OF ) On ,before me, ,personally appeared ,personally known to me(or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) an the instrument the person(s) or the entity upon behalf of which the person(s)acted, executed the instrument. WITNESS my hand and official seal. 320\07\172554.3 EXHIBIT I Exhibit O to Agreement Form of Single Family Note Single Family Loan Promissory Note (Bay View Community) $1,115,513 Martinez, California , 2003 FOR VALUE RECEIVED, OBG At Bay Point, LLC, a California limited liability company, or its successor or assign approved by the Agency(the "Developer"), promises to pay to the Contra Costa County Redevelopment Agency(the "Agency"), or order,the principal sum of up to One Million One Hundred Fifteen Thousand Five Hundred Thirteen Dollars ($1,115,513). 1. DiVosition and Development Agreement. This promissory note(the "Note")is made pursuant to the terms of the Disposition, Development and Loan Agreement between Resources for Community Development, Developer(as assignee of The O'Brien Group, a California corporation) and the Agency, executed as of March 11, 2003 (the "DDLA"), as amended by that First Amendment to Disposition, Development and Loan Agreement executed as of , 2003. All capitalized terms used but not defined in this Mote shall have the meanings set forth in the DDLA. 2. Interest. The outstanding principal amount due hereunder shall not bear interest. 3. Payment Upon Sale of Homes. Upon close of escrow on the sale of each home in the Single Family Development the Developer shall pay to the Agency Sixteen Thousand One Hundred Sixty Six Dollars and Eighty Six Cents($16,166.86)which amount represents one sixty ninth (1169)of the Single Family Purchase Price. 4. Payment in Full. All amounts of principal hereunder shall be due in full on the earlier to occur of: (i) December 31, 2006, (ii)the date of any Transfer of the Single Family Site and/or Single Family Improvements other than a Transfer permitted or approved by the Agency as provided in Article 7 of the DDLA, (iii) the occurrence of an Event of Default with respect to the 320\07\1 72544.3 1. Single Family Site for which the Agency exercises its right to cause the Single Family Loan indebtedness to become immediately due and payable,or for which the Single Family Loan indebtedness is automatically specified to become immediately due and payable pursuant to applicable subsections of Section 8.4 of the DDLA or(iv) close of escrow on the sale of the last home in the Single Family Development still owned by Developer. 5. Pre2ayment. As more fully set forth in Section 11.3(e) of the DDLA, the Developer shall have the right to prepay all or a portion of the principal due under this Note without any charge or penalty being made therefor. 6. Assumption. This Note shall be assumable by successors and assigns of Developer with the prior written consent of the Agency, which consent shall be granted or denied in the Agency's reasonable discretion. Notwithstanding the above, this Note shall be assumable by a transferee approved by the Agency pursuant to Section 7.8 of the DDLA. 7. Deed of Trust. This Note is secured by the Single Family Deed of Trust of even date herewith, wherein the Developer is the Trustor and the Agency is the Beneficiary, covering the Single Family Site. 8. Acceleration. As more fully set forth in Sections 8.4 and 8.6 of the DDLA, upon the occurrence of an Event of Default by Developer under the DDLA or Single Family Deed of Trust,the Agency shall have the right to declare all of the unpaid principal immediately due and payable. Neither acceptance by the Agency of the payments provided for herein nor any failure by the Agency to pursue its legal and equitable remedies upon default shall constitute a waiver of the Agency's right to require prompt payments when due of all principal owing or to declare a default and exercise all of its rights under this Note, the Single Family Deed of Trust, the DDLA, and the other Agency Documents. 9. No Offset. The Developer hereby waives any rights of offset it now has or may hereafter have against the Agency, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note. 10. Waiver; Attorneys' Fees. The Developer and any endorsers or guarantors of this Note, for themselves, their heirs, legal representatives, successors and assigns, respectively, severally waive diligence, presentment, protest, and demand, and notice of protest, dishonor and non- payment of this Note, and expressly waive any rights to be released by reason of any extension of time or change in terms of payment, or change, alteration or release of any security given for the payments hereof, and expressly waive the right to plead any and all statutes of limitations as a defense to any demand on this Note or agreement to pay the same, and jointly and severally agree to pay all costs of collection when incurred, including reasonable attorneys' fees. If an action is instituted on this Note, the undersigned promises to pay, in addition to the costs and disbursements allowed by law, such sum as a court may adjudge reasonable as attorneys' fees in such action. 11. Manner and Place of Payment. All payments of principal due under this Note, as well as any additional payments set forth in the Single Family Deed of Trust, shall be payable in lawful 3201071172544.3 2 money of the United States of America at the office of the Agency as set forth in Section 10.1 of the DDLA or at such other address as the Agency may provide to the Developer by notice in accordance with Section 10.1 of the DDLA. 12. Assignment. The Agency's rights under this Note may be assigned by the Agency in its discretion. 13. Conflict. If any term or provision of this Note conflicts with any term or provision of the DDLA, the term or provision of the DDLA shall control to the extent of such conflict. OBC AT BAY POINT, LLC, a California limited liability company By: The O'Brien Group, a California corporation, Managing Member By: Name: Title: 320\0711 72544.3 3 RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Steefel, Levitt&Weiss One Embarcadero Center, 30th Floor San Francisco, California 94111 Attention. Mary Pearlstein JOINT INFRASTRUCTURE AGREEMENT by and between OBG AT BAY POINT,LLC, a California limited liability company, RESOURCES FOR COMMUNITY DEVELOPMENT, a California non-profit public benefit corporation, and the CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic _. _. .... ._...._.. . ..... ........ ........ ... ..... TABLE OF CONTENTS Pale 1. Identification of Infrastructure Improvements.....................................................<.............2 2. Allocation of Obligations if Both RCD and OBG Remain as Developers of the Project................................................................................................................................2 3. Allocation of Obligations if Only RCD Remains as a Developer of the Project............... 5 4. Allocation of Obligation if Only OBG Remains as a Developer of the Project................6 5. Reimbursement Agreements, Reimbursement Districts.................................................... 8 6. Construction of the Infrastructure Improvements..............................................................8 7. Construction Licenses and Easements............................................................................. 13 8. Private Lane on RCD Site ............................................................................................... 14 9. Insurance.......................................................................................................................... 14 10. Default ............................................................................................................................. 16 11. Books and Records; Audit............................................................................................... 19 12. Relationship..................................................................................................................... 19 13. Reciprocal Indemnities. ................................................................................................... 19 14. Cooperation in Defense and Prosecution.........................................................................20 15. Cooperation and Noninterference....................................................................................20 16. Notices.............................................................................................................................21 17. Assignment......................................................................................................................22 18. Termination, Continuation...............................................................................................22 19. Approvals.........................................................................................................................22 20. Capacity and Authority....................................................................................................23 21. Attorneys' Fees................................................................................................................23 22. Non-Waiver.....................................................................................................................23 23. Standard of Performance .................................................................................................23 24. Severability......................................................................................................................23 25. Entire Agreement.............................................................................................................23 26, Governing Law, Construction..........................................................................................24 27. Captions........................................................................................................................... 24 28. Incorporation of Recitals .................................................................................................24 29. Independent Representation.............................................................................................24 30. No 'Third Party Beneficiaries...........................................................................................24 31. Counterparts.....................................................................................................................24 32. Necessary Amendments...................................................................................................24 EXHIBITS EXHIBIT A-THE PROJECT A-1 EXHIBIT B-1 -OBG SITE B-1 EXHIBIT B-2-RCD SITE B-2 EXHIBIT C-DEPICTION OF INFRASTRUCTURE IMPROVEMENTS C-1 EXHIBIT D-ALLOCATION OF PAYMENT OBLIGATIONS D-1 EXHIBIT E-MATRIX E-1 EXHIBIT F-1 -DEPICTION OF RCD/AGENCY INFRASTRUCTURE IMPROVEMENTS F-1 EXHIBIT F-2-DEPICTION OF OBG/AGENCY INFRASTRUCTURE IMPROVEMENTS F-2 EXHIBIT G-1 -OFFSITE IMPROVEMENTS BUDGET G-1 EXHIBIT G-2-ONSITE IMPROVEMENTS BUDGET G-2 EXHIBIT H-INITIAL CONSTRUCTION PROGRESS SCHEDULE H-1 EXHIBIT I-DEPICTION OF PRIVATE LANE I-1 EXHIBIT J-AGENCY'S PREVAILING NAGE POLICY J-1 JOINT INFRASTRUCTURE AGREEMENT This Joint Infrastructure Agreement (this "Agreement"), dated as of , 2003, is entered into by and between OBG AT BAY POINT, LLC, a California limited liability company("OBG"), RESOURCES FOR COMMUNITY DEVELOPMENT, a California non- profit public benefit corporation("RCD"and, together with OBC, collectively, the"Developer Parties"), and the CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic(the"Agency" and, together with the Developer Parties, collectively, the "Parties"). RECITALS A. The O'Brien Group, a California corporation(as predecessor in interest to OBG), RCD and the Agency entered into that certain Disposition, Development and Loan Agreement dated as of March 11, 2003 (as amended, supplemented or otherwise modified from time to time, the"DDLA"),which DDLA governs the terms of the sale and development of that certain real property consisting of approximately 9.22 acres bounded by Pullman Avenue, Bella Monte Avenue,Fairview Street and Willow Pass Road, located in the County of Contra Costa, California and more particularly shown on Exhibit A-1 attached hereto (the"Site"). B. Pursuant to the DDLA, OBC and RCD intend to purchase the Site from the Agency and develop a master-planned,mixed-use residential community(the"Project") on the site . C. OBG intends to develop and construct sixty-nine single family homes for owner occupancy(the "OBG Project") on a portion of the Site containing approximately 6.91 acres, and more particularly shown on Exhibit A-2 attached hereto (the"OBG Site"). D. RCD intends to develop and construct fifty-two (52) multifamily rental apartments units,together with a day care center(collectively,the"RCD Project") on the remaining portion of the Site containing approximately 2.31 acres, and more particularly shown on Exhibit A-3 attached hereto (the"RCD Site"). The OBG Site and the RCD Site are hereinafter individually referred to as a"Site" and collectively referred to as the"Sites". The OBG Project and the RCD Project are hereinafter collectively referred to as the"Project". E. The DDLA requires, as a condition to the Agency's agreement to sell the Sites to OBG and RCD and to allow the development of the Sites, that OBG and/or RCD construct certain infrastructure improvements designed to serve the Project, including. without limitation, infrastructure improvements on the Site and such other infrastructure improvements as required in the conditions of approval for the Project(collectively, the"Infrastructure Improvements"). F. The purpose of this Agreement is to establish the terms, conditions and procedures for the sharing of both costs and responsibilities in connection with the development of the Infrastructure Improvements, to memorialize the intentions of the Parties respecting the same, and to provide a framework in which the Parties can cooperate to resolve matters and issues arising as the Infrastructure Improvements and the independent work of the Parties proceed. AGREEMENT NOW, THEREFORE, the Parties agree as follows: I. Identification of Infrastructure Improvements. The parties agree that the"Infrastructure Improvements"referred to in this Agreement are(i)those infrastructure improvements not located on either the OBG Site or the RCD Site,but which are required as conditions of approval for the Project and which are more particularly described and depicted on Exhibit C attached hereto (the "Offsite Improvements"), and (ii) those infrastructure improvements on either the OBG Site or the RCD Site that are required as conditions of approval for the Project and which are more particularly depicted on Exhibit C hereto (the"Onsite Improvements"). The parties acknowledge that requirements from governmental agencies may arise subsequent to the date of this Agreement that may necessitate amending Exhibit C. The parties agree to reasonably cooperate in good faith to so amend Exhibit C when necessary and with mutual consent. Any such amendment will be effective and will bind the parties and their successors and assigns irrespective of whether any such amendment to or replacement of Exhibit C is recorded in the public records. 2. Allocation of Obligations if Both RCD and OBG Remain as Developers of the Project. Provided that both RCI.? and OBG continue to be obligated to develop their respective portions of the Project under the DDLA, the following shall set forth the construction,payment and other obligations related to the Infrastructure Improvements of each.of the parties to this Agreement: (a) OBG's Obligations. (i) OBG shall construct or cause the Infrastructure Improvements to be constructed in accordance with the Plans and Specifications, the Budgets, and the Construction Progress Schedule(each as hereinafter defined), subject to each of the other parties' obligations hereunder to fund their share of the Infrastructure Improvement Costs(as hereinafter defined). OBG shall cause construction of the Infrastructure Improvements to be commenced pursuant to Section 6(f)below, unless otherwise consented to in writing by the Agency. (ii) The O'Brien Group, an affiliate of OBG(the"General Contractor"), shall serve as the general contractor to both RCD and the Agency for the purposes of construction of the Infrastructure Improvements. The General Contractor shall also serve as the general contractor to RCD for constructing, paving and grading the Private Lane(as hereinafter defined). (iii) OBG shall pay the Infrastructure Improvement Costs for those portions of the Infrastructure Improvements for which it is responsible as set forth in Exhibit D attached hereto and those portions of the Infrastructure Improvements for which it is responsible as set forth in those certain Cost Sharing Matrixes attached hereto as Exhibit E (collectively, the"Matrix"). 2 (iv) The General Contractor shall be responsible for obtaining payment and performance bonds for all of the Infrastructure Improvements specified in Exhibits D and E hereto. OBG shall be responsible for the costs of obtaining payment and performance bonds for the portion of the Infrastructure Improvements that it is paying for under clause (iii) above, at its sole cost and expense. (v) Notwithstanding anything in this Agreement to the contrary,neither OBG nor the General Contractor shall at any time have any responsibility for the work and/or the cost related to undergrounding the existing utilities along Willow Pass Road for the RCD Site. (b) BCD's Obligations. (i) RCD shall pay the Infrastructure Improvement Costs for those portions of the Infrastructure Improvements for which it is responsible as set forth in Exhibit D hereto and those portions of the Infrastructure Improvements for which it is responsible as set forth in the Matrix. RCI'/ shall also pay the costs incurred by OBG or the General Contractor in constructing, paving and grading of the Private Lane. In addition, RCD shall pay OBG and the General Contractor(i) a fee equal to twelve percent (12%) of the total Infrastructure Improvement Costs for which RCD is responsible, for the General Contractor's work as the general contractor for the construction of the Infrastructure Improvements, and OBG's work in coordinating the construction of the Infrastructure Improvements and (ii) a fee equal to twelve percent(12%) of the total costs to pave, grade and construct the Private Lane, for the General Contractor's work as the general contractor for the construction of the Private Lane, and OBG's work in coordinating the construction of the Private Lane. (ii) Pursuant to Section 5.2(c)of the DDLA, RCD shall receive a grant from the Agency in the amount of$570,649.00 (the"RCD Grant"), which grant shall be used to pay BCD's portion of the total Infrastructure Improvement Costs. RCD shall submit a written draw request to the Agency for disbursement of grant proceeds.to cover work completed on the Infrastructure Improvements by the first Thursday of each month in which work has been completed. The Agency shall disburse the grant proceeds to RCD within thirty(30) days of receipt of such written draw request and the supporting documentation as set forth in Section 5.2(c) of the DDLA and RCD shall disburse such proceeds to OBG within fifteen (15) days of receipt of such proceeds from the Agency. In the event BCD's allocated portion of the total Infrastructure Improvement Costs exceeds the amount of the RCD Grant, and the portion of the Agency Funds allocated to cover the casts of resolving the water pressure issue on the Project pursuant to subsection(c (i)below, RCD shall be required to secure additional financing to pay for its remaining allocated portion of the total Infrastructure Improvement Costs. 3 (iii) For that portion of RCD's share of the Infrastructure Improvement Costs not paid with Agency Funds or the RCD Grant, OBG shall submit monthly invoices to RCD for completed work on the Infrastructure Improvements on the last Friday of each month. RCD shall reimburse OBG for its portion of the total Infrastructure Improvement Costs, within forty-five(45) days of its receipt of the invoice from OBG. (iv) RCD shall be responsible for the costs of obtaining payment and performance bonds for the portion of the Infrastructure Improvements that it is paying for under clause i above, at its sole cost and expense,prior to commencement of the work on such Infrastructure Improvements. (v) RCD shall be responsible for undergrounding the existing utilities along Willow Pass Road for the RCD Site as required by Contra Costa County (the "County"), and shall hire a general contractor(which shall not be the General Contractor) to cause such undergrounding utilities work to be constructed and completed. For that portion of the costs incurred by RCD in connection with such undergrounding utilities work not paid with the RCD Grant, RCD shall make good faith efforts to secure additional financing to pay for such costs,but in no event shall RCD be required to reduce the net amount of developer fee payable to RCD to pay for such costs. (c) The Agency s Obligations.y (i) Notwithstanding any other provision of this Agreement,the Agency's obligations under this Agreement shall not exceed $935,403.00(the"Agency Funds"). The Agency has also agreed to provide RCD the RCD Grant pursuant to Section 5.2(c) of the DDLA to fund RCD's share of the Infrastructure Improvements; it being acknowledged that the RCD Grant is not included in the Agency Funds and in no way reduces the amount of the Agency Funds. The Agency Funds shall be used to fund the Agency's share of the Infrastructure Improvement Costs of the Infrastructure Improvements as shown on Exhibit D hereto and in the Matrix. In addition, the Agency Funds shall also be used to pay (i)RCD's share of the costs associated with resolving the water pressure issue that affects the Project("Water Pressure Costs"), to the extent such costs increase RCD's share of the Infrastructure Improvements Costs beyond the amount of the RCD Grant, and (ii) OBG's share of Water Pressure Costs, to the extent such costs increase OBG's share of the Infrastructure Improvements Costs beyond the total amount for which OBG is responsible under the Matrix. (ii) The Agency Funds shall be disbursed on a cost-reimbursement basis based upon monthly draw requests from OBG submitted by the first Thursday of each month in which a draw is requested to pay for work on the Infrastructure Improvements that have been completed. The draw requests shall be in a form containing sufficient detail and with sufficient supporting documentation to permit the Agency to confirm that the work to be funded by the draw request has been performed and that the costs are consistent with the Budgets (as defined 4 __ below). The draw requests shall also contain a statement of the total costs incurred by OBG since the date of its last draw request, and the amount of those costs paid by OBG. The Agency shall disburse a portion of the Agency Funds equal to the amount requested under such draw request to OBG within thirty(30) days of receipt of such written draw request. (iii) In the event that the Infrastructure Improvement Costs for the Offsite Improvements for which the Agency is responsible exceeds the Agency Funds, the Developer Parties shall be responsible for securing additional financing to pay for such costs. (d) Infrastructure Improvement Costs. As used in this Agreement,the term "Infrastructure Improvement Costs" shall mean: design fees; engineering fees; consultants' fees; contractors' and subcontractors' fees; survey costs; bid costs; construction costs; insurance costs; material and supply costs; equipment costs; labor costs; reporting,studying, testing and monitoring fees and costs; traffic impact and/or mitigation fees; inspection fees; maintenance and repair costs; utility fees; and all other reasonable costs incurred; in each case incurred in connection with the Infrastructure Improvements and the Infrastructure Improvement Work. All fees and costs to be included in "Infrastructure Improvement Costs"shall be subject to the approval of the Parties, which approval shall not be unreasonably withheld or delayed. (e) Fon-nation of CFD. OBG and the Agency shall cooperate to request the County to form a community facilities district("CFD") to finance part or all of the CFD-eligible Infrastructure Improvement Costs for which OBG is responsible pursuant to this Agreement. 3. Allocation of Obligations if Only RCD Remains as a Developer of the Project. In the event OBG ceases to be a Developer under the DDLA and only RCD continues to be obligated to develop its portion of the Project under the DDLA, the following shall set forth the construction,payment and other obligations related to the Infrastructure Improvements of each of the parties to this Agreement: (a) RCD's Obligations. (i) RCD shall cause the Infrastructure Improvements more particularly described and/or depicted on Exhibit F-1 attached hereto (the"RCD/Agency Infrastructure Improvements") to be constructed in accordance with the Plans and Specifications, the Budgets, and the Construction Progress Schedule(each as hereinafter defined), subject to the Agency's obligation to fund its share of the Infrastructure Improvement Costs for such RCD/Agency Infrastructure Improvements, and shall engage a general contractor for the purposes of construction of the Offsite Improvements for which the Agency is responsible. RCD shall cause construction of the RCD/Agency Infrastructure Improvements to be commenced pursuant to Section 6(f)below, unless otherwise consented to in writing by the Agency. 5 (ii) Other than the Infrastructure Improvement Costs to be funded by the Agency, RCD shall be responsible for all other Infrastructure Improvement Costs for the RCD/Agency Infrastructure Improvements. (iii) RCD shall remain responsible for undergrounding the existing utilities along Willow Pass Road for the RCD Site as required by the County pursuant to Section 2(b)(v) above. (b) The A enc 's Obligations. (i) The Agency's obligations under this Section 3 shall be limited to provision of the portion of the Agency Funds equal to the Agency's share of the Infrastructure Improvement Costs necessary to construct the Infrastructure Improvements described in Exhibit F-1 hereto, together with the Water Pressure Costs, to RCD. (ii) The Agency Funds shall be disbursed on a cost-reimbursement basis based upon monthly draw requests from RCD submitted by the first Thursday of each month in which a draw is requested to pay for work on the Infrastructure Improvements that have been completed. The draw requests shall be in a form containing sufficient detail and with sufficient supporting documentation to permit the Agency to confirm that the work to be funded by the draw request has been performed and that the costs are consistent with the Budgets. The draw requests shall also contain a statement of the total costs incurred by RCD since the date of its last draw request, and the amount of those.costs paid by RCD. The Agency shall disburse a portion of the Agency Funds equal to the amount requested under such draw request to RCI) within thirty (30) days of receipt of such written draw request. (c) OBG's Obligations. Notwithstanding anything else herein to the contrary, OBG shall have no further obligations under this Agreement. 4. Allocation of Obligation if Only OBG Remains as a Developer of the Project. In the event that RCD ceases to be a Developer under the DDLA and only OBG continues to be obligated to develop its portion of the Project under the DDLA, the following shall set forth the construction, payment and other obligations related to the Infrastructure Improvements of each of the parties to this Agreement: (a) OBG's Obligations. (i) OBG shall cause the Infrastructure Improvements more particularly described and/or depicted on Exhibit F-2 attached hereto (the"OBG/Agency Infrastructure Improvements")to be constructed in accordance with the Plans and Specifications, the Budgets, and the Construction Progress Schedule, subject to the Agency's obligation to fund its share of the Infrastructure Improvement Costs for such OBG/Agency Infrastructure Improvements, and shall coordinate construction of the Offsite Improvements for which the Agency is responsible. OBG shall cause construction of the OBG/Agency Infrastructure Improvements to 6 be commenced pursuant to Section b(f)below, unless otherwise consented to in writing by the Agency. (ii) Other than the Infrastructure Improvement Costs to be funded by the Agency, OBG shall be responsible for all other Infrastructure Improvement Costs for the OBG/Agency Infrastructure Improvements. (b) The Agency's Obligations. (i) The General Contractor shall still be the general contractor to the Agency for the construction of the Offsite Improvements that the Agency is responsible for under both the Matrix and Section 2(c) above. (ii) The Agency's obligations under this Section 4 shall be limited to provision of the portion of the Agency Funds equal to the Agency's share of the Infrastructure Improvement Costs necessary to construct the Infrastructure Improvements described in Exhibit F-2 hereto, together with the Water Pressure Costs. (iii) The Agency Funds shall be disbursed on a cost-reimbursement basis based upon monthly draw requests from OBG submitted by the first Thursday of each month in which a draw is requested to pay for work on the Infrastructure Improvements that has been completed. The draw requests shall be in a form containing sufficient detail and with sufficient supporting documentation to permit the Agency to confine that the work to be funded by the draw request has been performed and that the costs are consistent with the Budgets. The draw requests shall also contain a statement of the total costs incurred by OBG since the date of its last draw request, and the amount of those costs paid by OBG. The Agency shall disburse a portion of the Agency Funds equal to the amount requested under such draw request to OBG within thirty (30) days of receipt of such written draw request. (iv) The Agency acknowledges and agrees that a portion of the OBG/Agency Infrastructure Improvements to be constructed in accordance with the Matrix and Section 4(a) above shall benefit any future multi-family affordable housing project to be developed on the RCD Site. The Agency shall use best efforts to seek reimbursement from any future developer of the RCD Site for the Infrastructure Improvement Costs incurred by OBG for the construction of the Infrastructure Improvements RCD would have been obligated to pay for under Section 2(b) above, and shall cooperate with OBG and such future developer to credit any such reimbursements to OBG. In the event the Agency is unable to secure such reimbursements from a future developer within two (2)years of the completion of construction of the Infrastructure Improvements,the Agency shall reimburse OBG the Infrastructure Improvement Costs incurred by OBG for the construction of such Infrastructure Improvements. 7 (c) BCD's Obligations. (i) Notwithstanding anything else herein to the contrary, RCD shall have no further obligations under this Agreement. (ii) None of OBG, RCD, the General Contractor or the Agency shall have any responsibility for undergrounding the existing utilities along Willow Pass Road for the RCD Site and such responsibility shall become the responsibility of any fixture developer of the RCD Site. 5. Reimbursement Agreements; Reimbursement Districts. (a) The Agency shall have the right, in its sole discretion, to enter into reimbursement agreements with applicable utility and public services districts, and to form. reimbursement districts with such entities in order to recover the costs of the Offsite Improvements. If the Agency decides to enter into any such reimbursement agreements, the Agency shall notify the Developer Parties and the Developer Parties shall cooperate with the Agency in entering into such agreements, provided that the Developer Parties shall not incur any additional expense and the Agency shall be responsible for all costs and expenses related to securing such reimbursement agreements. (b) In the event such reimbursement agreements are not in place at the time that the Agency Funds and/or the RCD Grant proceeds are requested for disbursement, the Agency shall nonetheless be obligated hereunder to fiend the Agency Funds and the RCD Grant proceeds for construction of the Infrastructure Improvements in accordance with this Agreement. 6. Construction of the Infrastructure Improvements. The following provisions shall govern the construction of the Infrastructure Improvements in all instances, no matter which of the Developer Parties is responsible for undertaking the construction of the Infrastructure Improvements: (a) Plans and Specifications. The Developer Party undertaking the construction of the Infrastructure Improvements (the"Constructing Party") shall develop plans and specifications for the Infrastructure Improvements (the"Plans and Specifications"), which shall include working drawings and required supporting engineering documentation and all other materials necessary to complete the Infrastructure Improvements. Such Plans and Specifications shall be subject to the reasonable approval of all other parties to this Agreement. (b) Budget. A budget(the"Offsite Improvements Budget") covering all portions of the work necessary to construct the Offsite Improvements, which sets forth, among other things, the total anticipated cost(both hard and soft)of planning, designing and constructing the Offsite Improvement, including, without limitation,the anticipated cost of preparing the Plans and Specifications, the anticipated cost of obtaining entitlements and building permits, the anticipated amount of fees required to be paid in connection therewith, and an estimate of total costs to be incurred in connection with construction of the Offsite Improvements, is detailed in Exhibit G-I attached hereto. A budget(the 8 _ "Onsite Improvements Budget" and, together with the Offsite Improvements Budget, collectively, the"Budgets") covering all portions of the work necessary to construct the Onsite Improvements, which sets forth, among other things, the total anticipated cost (both hard and soft) of planning, designing and constructing the Onsite Improvements, including,without limitation, the anticipated cost of preparing the Plans and Specifications, the anticipated cost of obtaining entitlements and building permits, the anticipated amount of fees required to be paid in connection therewith, and an estimate of total costs to be incurred in connection with construction of the Onsite Improvements, is detailed in Exhibit G-2 attached hereto. The Budgets also provide a tentative breakdown of each party's share of each line-item set forth in the Budgets. Any change to the Budgets shall be subject to the approval of all Parties, which approval shall not be unreasonably withheld or delayed. (c) Construction Progress Schedule. The Constructing Party shall develop a detailed construction progress schedule(the"Construction Progress Schedule") including, at a minimum, the anticipated timing, sequence and duration of all phases of the work necessary to construct the Infrastructure Improvements (the"Infrastructure Improvement Work"), which schedule shall be subject to the reasonable approval of the other parties to this Agreement. An initial construction progress schedule, which the parties acknowledge is not final or binding, is detailed in Exhibit H attached hereto. (d) Entitlements. The Developer Parties shall cooperate to process in a timely manner and diligently pursue all applications, maps,plans and other entitlements and building permits relating to the development of the Infrastructure Improvements and the construction thereof and shall use diligent efforts to obtain all necessary approvals and other entitlements and building permits required by applicable governing bodies having jurisdiction over the Infrastructure Improvements or having jurisdiction over any aspect of the construction, development and operation of the Infrastructure Improvements in accordance with and within the time specified in the Construction Progress Schedule. None of the Developer Parties shall submit or file any application, plan, map or other material pertaining to the Infrastructure Improvements with any agency or governing body, nor shall any of the Developer Parties consent to any conditions imposed on the granting of any entitlements or building permits pertaining to the Infrastructure Improvements, without the prior written approval of the Agency or other Developer Party, which approval shall not be unreasonably withheld or delayed. Each Developer Party shall use diligent efforts to review all such materials promptly as soon as reasonably possible and after such review to notify the other of its approval or disapproval. Each party shall be given the opportunity to participate in all public hearings and meetings with city officials. The Agency shall render all reasonable assistance to the Developer Parties in obtaining any necessary entitlements. (e) Bidding Contracts; Phasing. The Constructing Party shall identify a sufficient number of qualified contractors to ensure that bid responses are reflective of a competitive environment. The Constructing Party shall (a)prepare all necessary bidding information,bidding forms, general conditions and special conditions of all construction contracts, (b)review the qualification of bidding contractors, (c) attend pre-bid conferences, (d)review the adequacy of bids received from contractors, and (e) negotiate 9 with bid contractors. The final contracts for the Infrastructure Improvement Work shall hereinafter be known as the"Construction Contracts". Unless mutually agreed to the contrary, the Construction Contracts shall be signed solely by the Constructing Party. All bids and subcontractors shall be subject to the approval of all Parties, which approval shall not be unreasonably withheld or delayed. (f) Commencement and Completion of Construction. Within ninety(90) days after (i)the Plans and Specifications, the Budgets, the Construction Progress Schedule and the Construction Contracts have been finalized(and approved by all Parties, where approval is required), and(ii) all necessary entitlements have been obtained, the Constructing Party shall commence or cause to be commenced construction of the Infrastructure Improvement Work. The Constructing Party shall be responsible for using reasonable efforts to ensure that the completion of the Infrastructure Improvement Work occurs substantially in accordance with the Construction Progress Schedule, the Plans and Specifications, the Budgets and the terms and conditions of any entitlements therefor. If the Constructing Party commences work on the Infrastructure Improvement Work but fails either to (i) diligently pursue such work to completion in accordance with the Construction Progress Schedule after it has been commenced, or(ii) cause the Infrastructure Improvement Work to be accomplished substantially in accordance with the Plans and Specifications, the Budgets and the terms and conditions of any entitlements therefor, then any other party to this Agreement shall have the right to complete such work in place of and instead of the party commencing such work, provided that it first delivers written notice to such party and such party does not make reasonable efforts to commence to cure any such failure within ten(10)business days after receipt of such notice. Any delay or stoppage in the commencement or completion of any of the Infrastructure Improvements as a result of a force majeure, act of war, reasonably unforeseen or unavoidable inability to obtain labor or materials, any condition that could not be reasonably foreseen, or other similar matters or causes beyond the reasonable control of the party commencing such work shall extend the time for the completion of the Infrastructure Improvement Work for a number of days equal to the number of days of such delay or stoppage. Nothing contained in this Section shall affect in any way the obligation of the Parties to pay their respective allocated shares of the cost of the Infrastructure Improvement Work in accordance with the provisions of Sections 2, 3 and 4 above, as applicable. (g) Changes. (i) Except as otherwise provided in this Agreement, the Constructing Party shall not make any changes in the Plans and Specifications, the Budgets, the Construction Progress Schedule or the Construction Contracts relating to such construction without first having obtained the other Parties' prior written consent if such change constitutes a Major Change(as hereinafter defined), which consent shall not be unreasonably withheld or delayed. As used herein, a"Major Change" is one which: (1) constitutes a material change in the building material or equipment specifications, or in the architectural or structural design, value or quality of any of the Infrastructure Improvements; (2) would result in an increase of construction costs in excess of$10,000.00 for any single change or in excess of 10 $50,000.00 for all such changes; (3)would affect the structural integrity, quality of building materials, or overall efficiency of operating systems of the Infrastructure Improvements; or(4)would adversely affect any Developer Party's residential development project. Without limiting the above, each party agrees that the Constructing Party may make changes in the Plans and Specifications, the Budgets, the Construction Progress Schedule or the Construction Contracts relating to such construction without the prior written consent of the other Parties so long as such change is not a Major Change. The Constructing Party shall at all times maintain, for inspection by the other Parties, a full set of working drawings of the Infrastructure Improvements for which it has undertaken construction responsibilities. In no event shall any change in the Budgets lead to an increase in the amount of the Agency Funds. The Agency may, in its sole discretion, agree to amend this Agreement to increase the amount of the Agency Funds. (ii) In connection with any proposed change for which any party's consent is sought hereunder, the party requesting such consent shall, if requested, provide working drawings and a written description of the proposed change. (h) Guaranties and Warranties. The Constructing Party shall obtain from any such contractors (including,but not limited to, engineers), subcontractors and suppliers all normal and customary guaranties and warranties, and the Constructing Party shall not waive or release any such guaranties or warranties without the other Parties' prior written consent, which consent shall not be unreasonably withheld or delayed. Each party will comply with the requirements of any such guaranty or warranty to the extent such party is responsible for the use, operation or maintenance of all or any portion of the improvement. The Constructing Party shall indemnify the other Parties for all losses, damages, costs and expenses (including,without limitation, reasonable attorneys' fees and disbursements) incurred by the indemnified Parties as a result of the unenforceability of any such guaranties or warranties due solely to the negligence or gross negligence of the Constructing Party. In addition,but not by way of limitation,the non-constructing parties shall be third party beneficiaries of all contractors', manufacturers' and vendors' warranties and guaranties received by the Constructing Party relating to the construction of an Infrastructure Improvement and the Constructing Party shall cause the agreement with its general contractor to so provide and to require the general contractor to obtain the subcontractors', manufacturers' and vendors' written acknowledgement thereof, as the case may be. The Constructing Party and the non-constructing parties shall cooperate in enforcing any such warranties and guaranties, with the cost of such enforcement to be allocated between the parties in the same proportion as funding for the underlying improvement is allocated between each party. (i) Approvals by Non-Constructing Party. No approval or disapproval by any non- constructing party, or any employee, agent, representative, contractor or consultant ("Non-Constructing Party Representative") of a non-constructing party(collectively,the "Non-Constructing Related Parties"), of any Plans and Specifications, drawings or other matters relating to the construction of any Infrastructure Improvement or any other improvement shall expose the Non-Constructing Related Parties to any liability to the Constructing Party or any third party, and any such approval or disapproval shall not be deemed to constitute any representation or judgment by the Non-Constructing Related Parties that the Infrastructure Improvement is free from any construction defects or is safe,reliable, sufficient or suitable for any purpose or that the same complies with any applicable laws, regulations, ordinances or other legal requirements. Observations by the Non-Constructing Related Parties under the terms of this Agreement shall not constitute approval by the Non-Constructing Related Parties of any work done in constructing any Infrastructure Improvement, nor shall any such observation be construed as a waiver by the Non-Constructing Related Parties of any objections the Non-Constructing Related Parties may have as to the quality of construction of any Infrastructure Improvement or its compliance with the Plans and Specifications approved by the Non-Constructing Party. Notwithstanding the foregoing, the Non-Constructing Related Parties shall be deemed to have waived their right to object to any matter regarding the quality of construction of any Infrastructure Improvement if the Non-Constructing Party Representative had actual knowledge of the matter, without a duty to 'investigate, and the Constructing Party was not promptly notified of the matter by the Non-Constructing Party in writing. 0) County Approval. The Developer Parties acknowledge that the Offsite Improvements are to be dedicated to the County at completion of construction. The parties agree that nothing in this Agreement shall limit the right of the County to approve the Offsite Improvements. Neither execution of this Agreement by the Agency nor any Agency approvals contained herein shall constitute approval by the County of any required permits, applications, or of the Offsite Improvements and in no way limits the discretion of the County in the approval process. (k) Prevailing_Wage. The Developer Parties shall pay, and shall cause all contractors and subcontractors to pay,prevailing wages in the construction of the Infrastructure Improvements as those wages are determined pursuant to Labor Code Sections 1720 et M. and implementing regulations of the Department of Industrial Relations and comply with the other applicable provisions of Labor Code Sections 1720 et sem. and implementing regulations of the Department of Industrial Relations. The Developer Parties shall and shall cause the contractors and subcontractors to keep and retain such records as are necessary to determine if such prevailing wages have been paid as required pursuant to Labor Code Sections 1720 et seq. During the construction of the Infrastructure Improvements, the Developer Parties shall or shall cause the contractor to post at the Site the applicable prevailing rates of per diem wages. The Developer Parties shall indemnify,hold harmless and defend (with counsel reasonably acceptable to the Agency) the Agency against any claim for damages, compensation, fines, penalties or other amounts arising out of the failure or alleged failure of any person or entity (including the Developer Parties, its contractors and subcontractors) to pay prevailing wages as determined pursuant to Labor Code Sections 1720 et sem. and implementing regulations of the Department of Industrial Relations or comply with the other applicable provisions of Labor Code Sections 1720 et s, eq. and implementing regulations of the Department of Industrial Relations in connection with construction of the Infrastructure Improvements or any other work undertaken or in connection with the Property. Developer Parties' obligation to indemnify under this Section 6(k) shall be interpreted broadly to apply to any legal or administrative proceeding, arbitration, or enforcement 12 action. In meeting these requirements, the Developer Parties shall comply with the provisions of Agency Resolution 88-9 setting forth the Agency's local policy regarding the payment of prevailing wages in connection with Agency-assisted developments, which is attached hereto as Exhibit J. (1) Non-Discrimination/Small Business Enterprise Policy. During the construction of the Infrastructure Improvements, there shall be no discrimination against or segregation of any person or group of person on account of race, color, creed, religion, sex, sexual orientation,marital status, national origin or ancestry in the hiring, firing, promoting or demoting of any person engaged in the construction work. The Constructing Party will use best efforts to afford minority-owned and women-owned business enterprises the maximum practicable opportunity to participate in the construction of the Infrastructure Improvements. The Constructing Party shall, at a minimum, notify applicable minority-owned and women-owned business firms located in the County of bid opportunities for the construction of the Infrastructure Improvements. A listing of minority-owned and women-owned businesses located in the County and neighboring counties is available from the County. (m) Fairview Avenue. The Agency represents and warrants that(i) the County has obtained rights of entry for the 25 feet wide parcels known as Fairview Avenue from all known parties with interest in these properties and that such rights of entry allow the Agency, RCD and/or OBG to enter upon such property, construct the Joint Infrastructure Improvements and maintain the roadway, (ii)the owners of three of the properties(APN #096-020-056, 096-020-061 and 096-020-063) are unknown and the County has begun the condemnation process for these properties, and(iii)the owner of the last parcel (APN #096-020-047) is deceased with unknown heirs and the County has begun the condemnation process for such property as well. The Agency acknowledges that the acquisition of such parcels is necessary for the development and construction of the Joint Infrastructure Improvements and covenants and agrees that the appropriate rights to the four remaining properties will be diligently pursued so that actual possession of such properties can be obtained for the development and construction of the Joint Infrastructure Improvements on such properties as soon as reasonably practicable,but in no event shall possession occur later than October 28, 2003. 7. Construction Licenses and Easements. (a) Temporary Easements. Each party agrees, upon request of the other party at any time prior to the completion of the Projects, to. (i)provide the requesting party with temporary rights of entry, licenses or easements(the "Easements") to enter upon portions of the other party's Site reasonably required by the requesting party for development of the requesting party's Site improvements, including, without limitation, temporary ingress/egress and construction easements; provided, however, that such Easements do not unreasonably impact the development, rental, sale, operation and/or use of any improvement on any portion of the other party's Site, and(ii) execute in recordable form, as applicable, any reasonable form of agreement evidencing such easements, licenses or rights of entry. The temporary ingress/egress and construction easements, rights of entry 13 and licenses shall include customary indemnification and mechanics' lien provisions and shall terminate upon the final completion of all of the requesting party's in-tract improvements. (b) Damage. If damage to either Site is caused by the licensee or grantee of the Easement provided for herein, or any employee, agent, representative, contractor or consultant thereof,then such licensee or grantee shall be solely responsible for the entire cost and expense to repair the damage to such Site and must pay such cost and expense within ten(10)business days after written notification from the easement or license grantor. 8. Private Lane on RCD Site. The owner of the RCD Site shall grant to the owner of the OBG Site, as appurtenant to the OBG Site for the benefit of the owner, tenant, occupants,permittees and invitees of all or portions of the OBG Site, including, without limitation, individual owners, a perpetual, non-exclusive easement to use the private lane that borders the OBG Site and is more particularly shown on Exhibit I attached hereto (the"Private Lane"), for purposes of(i) vehicular and pedestrian ingress and egress, and(ii) the installation,use, maintenance, operation, repair, replacement, restoration and removal of water drainage systems or structures, water mains, sewers, water sprinkler system lines, fire sprinkler system lines, telephone systems, cable television systems, any data communication line or system of any form, electrical systems, gas mains, and all other utility systems and facilities serving the OBG Site that are located or run through the Private Lane pursuant to an easement agreement to be entered into by the owner of the RCD Site and the owner of the OBC Site as soon as reasonably practicable, but in all events prior to the acquisition of the OBG Site by OBG pursuant to the DDLA. Such easement agreement shall govern the development and maintenance of the Private Lane. 9. Insurance. (a) Requirement to Obtain Insurance. Neither of the Developer Parties shall commence any work with respect to the Infrastructure Improvements until such Developer Party obtains or causes its general contractor to obtain all insurance required to be obtained under this Agreement. (b) Insurance Policies. All insurance described under this Section 9 shall be maintained with insurance carriers approved to do business in California, having a rating of not less than A-VII in the most current Best Insurance Report. In no event will the insurance be terminated or otherwise allowed to lapse prior to termination of this Agreement. Any Developer Party may provide the insurance described in this Section 9 in whole or in part through a policy or policies covering other liabilities and projects of such party; provided, however, that any policy or policies shall contain,permit or otherwise conditionally authorize the waiver of subrogation described in Section 9(e) below. 14 (c) Maintenance of Insurance. Each Developer Party shall provide the other Parties with insurance certificates and policy endorsements issued by such party's insurance carrier reasonably acceptable to the other parties to show the policies in force for the specified period. Such evidence shall be delivered to the other parties prior to commencement of the Infrastructure Improvement Work. No policy shall be subject to material alteration or cancellation without thirty(30)days prior notice in writing to be delivered by mail to each party. Each policy of insurance maintained by any Developer Parry hereunder shall name the other parties as additional insureds. (d) Required Coverages. Required insurance shall include, without limitation: (i) builder's "all risk"insurance with course of construction endorsement(excluding the contractor's equipment and property not intended to be installed in the improvements) including coverage against flood and operational testing, placed on a replacement cost valuation basis insuring the total contract price, such policy to also cover(w)removal of debris, (x) transit coverage not including ocean marine coverage, and(y) offsite coverage, (ii)commercial general liability insurance, including contractual and completed operations coverage, with a combined single limit for bodily injury and property damage of not less than Two Million Dollars ($2,000,000)per occurrence and One Million Dollars ($1,000,000) for the general aggregate and products completed operations aggregate; (iii) workers' compensation and occupational disease insurance in accordance with applicable law, with Coverage E limits of liability not less than $100,000, $500,000, $100,000, and(iv) automobile liability insurance covering the use of owned, non-owned, and hired automobiles used in connection with the work, with a combined single limit for bodily injury and property damage of not less than Five Hundred Thousand Dollars($500,000). Such liability insurance shall cover 413G, RCD and the Agency and shall include broad blanket contractual liability,broad form property damage,bodily injury, and personal injury, covering the construction of the Infrastructure Improvement by the Constructing Party, and the negligent acts of any contractor, subcontractor or supplier for which the Constructing Party is held liable. All material deviations in any insurance policy from the standards otherwise set forth in this Section 9 as to amount, form,risk coverage, deductibles,insurer and loss payable and cancellation provisions, shall be approved in writing by the non-constructing parties. The non- constructing parties' approval,however, shall not be a representation of the solvency of any insurer or the sufficiency of any amount of insurance. Such insurance policies shall contain a waiver of subrogation clause or endorsement and a cross-liability or severability of interest clause or endorsement, and an endorsement deleting the property damage exclusion as to explosion, underground and collapse hazards. All such insurance shall be primary to any applicable insurance carried by the non-constructing parties. The deductibles under all property insurance shall not exceed (a) five percent(5%) of the value of the property lost in the event of earthquake damage, (b)two percent(2%) of the value of the property lost in the event of flood damage, and (c) Twenty-Five Thousand Dollars ($25,000) for all other physical damage losses. Notwithstanding the foregoing, in the event that any policy premium increases on a cumulative basis by more than five percent(5%)per annum ("Allowed Increase"), the deductible for such policy may be increased as necessary to cause the annual premium not to exceed the Allowed Increase. The Constructing Party shall notify the non-constructing parties as soon as possible after it receives notices of any loss, damage or injury exceeding, or reasonably likely to 15 exceed,Five Hundred Thousand Dollars ($500,000), and shall take no action(such as admission of liability)that might operate to bar any of the non-constructing parties from obtaining any protection afforded by any policy or that might prejudice the non- constructing parties in their defense to a claim based on such loss, damage or injury. The non-constructing parties agree that the Constructing Party shall have the exclusive right, at its option, to conduct a defense to any claim, demand or suit within the limits prescribed by the policy or policies of insurance. The Constructing Party shall not settle or waive any claims exceeding, or reasonably likely to exceed, One Million Dollars ($1,000,000), under any insurance policy without the non-constructing parties' prior written approval, which shall not be unreasonably withheld, delayed or conditioned; provided, however, if any of the non-constructing parties is reasonably likely to be responsible for a portion of such claim, the Constructing Party shall not settle or waive such claim to the extent it exceeds or is reasonably likely to exceed Five Hundred Thousand Dollars ($500,000), without the non-constructing parties' prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. (e) Waiver of Subrogation. Each party hereby waives all rights against each other for damages caused by fire and other perils and risks to the extent covered by policies of insurance and to the extent of insurance proceeds paid. 10. Default. (a) Events of Default. Upon(i)the occurrence of any payment default, which default has not been cured within thirty(30) days after written notice from a party not in default (a"Non-Defaulting Party"), or(ii) a material default by any party in the performance of any of its obligations hereunder(the"Defaulting Party")which performance obligation has not been cured within(a) sixty(60)days after written notice thereof to the Defaulting Party, or(b)one hundred twenty(120) days after written notice thereof to the Defaulting Party, if such material default cannot reasonably be cured within a sixty(60) day period and the Defaulting Party shall have promptly commenced to cure such material default, then the Non-Defaulting Parties shall have all of their rights and remedies at law or in equity. In addition to all other rights and remedies available at law or in equity, each party to this Agreement shall, in the event of breach of any obligation by another party, have each of the following remedies, except that the lien rights remedy set forth in subsection(ii)below may not be exercised against the Agency: (i) Right to Perform;Administrative Charges. Should any Defaulting Party fail to cure, or, in the case of a default that cannot be immediately cured, fail to commence to cure within five(5)business days after written notice by any Non- Defaulting Party and diligently prosecute the correction of such default, then the Non-Defaulting Party shall have the right,but not the obligation, and in addition to any other rights or remedies it may have, to do all acts and pay all sums necessary to cure such default. The Defaulting Party shall reimburse the Non- Defaulting Party within five (5) days after dernand for its proportionate share of the amount expended for curing such default, with interest as provided in Section 10 a iii below. 16 _. (ii) Lien Rights. In the event any sum to be paid by a Developer Party hereunder is not paid in full within thirty(30)days after it became due, then any Mon-Defaulting Party shall have the right,but not the obligation, and in addition to any other rights or remedies it may have, to advance such sum on behalf of the Defaulting Party. Any sums so advanced shall be immediately due and payable by the Defaulting Party and shall constitute a lien on the Defaulting Party's portion of the Project pursuant to California Civil Code Section 2.881 (and any successor statute)that may be perfected in accordance with the procedures of this paragraph. The Non-Defaulting Party may serve a written notice on the Defaulting Party that describes the interest of the Non-Defaulting Party in the Defaulting Party's parcel, the basis for the debt, and the total amount owed. By recording a copy of such notice in the Office of the Contra Costa County Recorder the Non-Defaulting Party shall establish a lien on the Defaulting Party's parcel, which secures the sum so advanced, all interest accrued thereon as provided in this Agreement, and shall also secure the reasonable costs and expenses of enforcement including attorneys' fees. The priority of such lien shall be determined as of the date of its recordation, and shall continue until fully discharged. Such lien may be foreclosed in any manner that is provided by law, including without limitation the foreclosure remedies available to the holder of a mechanic's lien or a mortgage. (iii) Interest. In the event any sum to be paid by a party hereunder is not paid in full within five(5)business days after it becomes due and payable, then any Non-Defaulting Party shall have the right,but not the obligation, and in addition to any other rights or remedies it may have, to advance such sum on behalf of the Defaulting Party. Any sums so advanced shall be immediately due and payable by the Defaulting Party and shall bear interest at a per annum interest rate equal to Bank of America's Reference Rate, as announced publicly from time to time, plus five percent(5%) from the expiration of such five (5)business day period to the date payment is received by the Non-Defaulting Party. Checks shall constitute payment when collected; provided that a check received when due shall be deemed timely when paid even if payment is collected subsequent to the due date. (b) Failure to Reach Agreement-, Dispute Resolution by Judicial Reference. (i) Subject to the rights provided above in Sections 10(a)Li (ii) and (iii), which the Parties acknowledge may be pursued by judicial action, if the Parties are unable to reach agreement on any matter requiring their agreement, or in the event of any dispute or controversy arising under or in connection with this Agreement, the Parties shall meet and confer and attempt to resolve the dispute at least one(1) time, which shall occur within five(5) days after written notice requesting such meeting. Each party shall assure that the meeting is attended by a representative of the party with authority to bind the party. (ii) Any dispute, claim, controversy or action between the parties (collectively,"Dispute") arising directly or indirectly out of or in any way relating to this Agreement or the Project shall be resolved by a general judicial 17 reference and a statement of decision issued thereon pursuant to California Code of Civil Procedure § 638, and/or other successor or applicable statute, court rule or provision of law, in accordance with the provisions set forth below: (1) Such Dispute shall be tried by a judicial referee as judge pro tem under an order of general judicial reference to try and determine all issues of fact and law, whether legal or equitable, and to issue a statement of decision thereon, to be chosen by the parties from a list of retired California, Appellate and Supreme Court judges and justices. The Parties expressly waive any right to a trial by jury. If the Parties are unable to agree on a judicial referee, then the retired judge or justice who shall act as the referee shall be appointed by the Contra Costa County Superior Court in accordance with California Code of Civil Procedure § 640, and/or other successor or applicable statute, court rule, or provision of law, with each of the parties entitled to only one disqualification pursuant to California Code of Civil Procedure § 170.6, which right to disqualification must be exercised, if at all, at the hearing on the petition to obtain the judicial reference order and/or to have the referee appointed. The action shall be conducted and the issues determined in compliance with all judicial rules and all statutory and decisional law of the State of California as if the matter were formally litigated in the Superior Court and not by way of judicial reference. (2) The cost of the reference shall initially be borne pro rata by the Parties,but the prevailing party shall be entitled to obtain reimbursement for its pro rata share of the reference cost, and shall be awarded its attorneys' and experts' fees and all other costs and expenses of litigation pursuant to Section 21 below. (3) The referee shall conduct and decide all pretrial, trial and post trial procedures which may arise as if the matter were formally litigated in the Superior Court, and shall issue a written statement of decision. The judgment entered upon the decision of the referee shall be subject to all post trial procedures and to appeal in the same manner as an appeal from any order or judgment in a civil action. All rules of evidence as set forth in the California Code of Civil Procedure, other applicable California and federal statutory and decisional law, and all rules of court shall be applicable to any proceeding before the referee. a. This judicial reference agreement may be specifically enforced by the filing of a complaint or petition or motion seeking specific enforcement as may be directed by applicable statute and/or rule of court. b. The Parties agree and consent to the exclusive jurisdiction and venue of the Contra Costa County Superior Court, and specifically recognize and acknowledge the waiver of their right to remove any action to federal court on the basis of diversity jurisdiction or on any other basis. C. The Parties may apply to the Contra Costa County Superior Court for injunctive or other prejudgment relief prior to the appointment of the referee, and such application and related proceedings prior to the appointment of the referee shall not be a waiver of the enforceability and application of this judicial reference agreement to such Dispute or any other Dispute. 11. Books and Records; Audit. Each party shall maintain accurate books and records of account to be maintained in which shall be recorded all financial transactions relating to the Infrastructure Improvements constructed by it and the performance of its obligations under this Agreement. Each party shall also retain copies of all invoices, statements, change orders, or other customary supporting documentation as reasonably identified the contractors, consultants, or other companies or individuals who receive payment hereunder. Such books and records shall be kept at such party's principal place of business except for such records, if any, which are kept or deposited with any auditors or outside accountants. Any party may inspect the books and records of a Developer Party upon reasonable notice during ordinary business hours. Any party may upon reasonable notice to a Developer Party request that an independent audit of all or any portion of the Infrastructure Improvements Costs charged under this Agreement be conducted by a certified public accountant acceptable to all parties. The party requesting such audit shall be solely responsible for all costs associated therewith; provided, however, that if the audit reveals unfavorable discrepancies of greater than five percent(5%) of the costs paid by the party requesting the audit, the party responsible for keeping the audited records shall pay for the cost of the audit. In addition, the parties may also mutually agree at any time to have any audit of the Infrastructure Improvement Costs performed for any purpose, and shall share equally in the costs associated with such agreed audit. 12. Relationship. Nothing contained herein shall be construed as creating a relationship of principal and agent, employer or employee,partnership or joint venture between the parties hereto. Although each Developer Party contemplates entering into separate contracts for the design and construction of its portion of the Infrastructure Improvement, each party acknowledges its reimbursement obligations pursuant to the terms of this Agreement for its share of all Infrastructure Improvement Costs as set forth on the Matrix. 13. Reciprocal Indemnities. (a) RCD shall defend, indemnify and hold harmless OBG, the Agency and their respective officers, board members, members, partners, employees, agents, affiliates and owners from and against any and all losses, damages, causes of action, liabilities, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses and court costs, arising from or in connection with third party claims arising out of or resulting from the negligent acts or omissions of RCD in connection with its activities as a Constructing Party hereunder and/or its performance of its obligations under this Agreement. 19 (b) OBG shall defend, indemnify and hold harmless IACD,the Agency and their respective officers,board members,members,partners, employees, agents, affiliates and owners from and against any and all losses, damages, causes of action, liabilities, penalties, costs and expenses, including, without limitation, reasonable attorneys' fees and expenses, arising from or in connection with third party claims arising out of or resulting from the negligent acts or omissions of OBG in connection with its activities as a Constructing Party hereunder and/or its performance of its obligations under this Agreement. The provisions of this Section 13 shall survive termination of this Agreement. 14. Cooperation in Defense and Prosecution. In any action brought by a third party against any of the parties, or any shareholder,partner,member, officer, employee, agent or representative of any of them., or by any of the parties or their shareholders, partners or members against any such third party, arising out of any act or omission in connection with the Infrastructure Improvements or any work or services performed in connection therewith, the parties agree to fully cooperate in the defense or prosecution of such action and in negotiation with such third party with respect thereto;provided,however, that cooperation and participation in any such action or negotiation shall not subject any party to damages, liability,judgments or demands for the negligence or willful misconduct of the other,which shall remain the sole responsibility of the party responsible therefor. 15. Cooperation and Noninterference. (a) Each Developer Party shall reasonably cooperate with the other in connection with processing applications for and obtaining all project approvals and other entitlements, permits, approvals, licenses, contracts, agreements and other documents, satisfying all conditions, and doing all other acts and things necessary or desirable in order to design, construct, install, manage and maintain the Infrastructure Improvements and to complete each respective party's separate in-tract improvements. Any and all additional costs incurred by any Developer Party as a result of the failure of any party to reasonably cooperate shall be charged to the noncooperating party. The Agency shall render all reasonable assistance to the Developer Parties in obtaining any necessary entitlements, permits, approvals, licenses, contracts, agreement and other documents, satisfying all conditions, and doing all other acts and things necessary or desirable in order to design, construct,install, manage and maintain the Infrastructure Improvements and to complete each respective Developer Party's separate in-tract improvements. (b) Each Developer Party acknowledges and agrees that it is in their mutual interest to coordinate their respective construction activities, and each Developer Party agrees to cooperate in good faith to coordinate and manage their construction activities, to permit the other Developer Party appropriate access to their respective parcels,to provide appropriate security and to minimize costs, expenses and disruptions during the construction process. (c) Each Developer Party agrees to reasonably cooperate in good faith to permit the effective marketing of their respective parcels. Additionally, each Developer Party 20 agrees to use reasonable efforts to mitigate the potential adverse effects of such Developer Party's construction activities on the residents of the other Developer Parties' neighboring parcels and the marketing activities of such other Developer Parties. For example, if construction activities are proceeding adjacent to occupied units, the party conducting such construction activities wilt institute reasonable noise and dust abatement procedures with respect to such construction,will fence or otherwise screen the construction activities from view if feasible, and otherwise seek to minimize the interference and/or disruption to the occupants of such occupied units caused by such construction. Complying with the conditions of approval shall be deemed reasonable efforts. 16. Notices. All tenders and notices required hereunder shall be made and given in writing to any of the Parties hereto at their respective addresses set forth below their signatures and shall be effective as of(i) the date received if personally delivered,or delivered by a private contract carrier that assures same-or next-day delivery and provides a receipt, (ii)the date received or rejected if sent by U.S. certified mail,return receipt requested, or(iii) the date received by facsimile if received on a business day between 8:00 a.m. and 5:00 p.m. in the location where received, and if not, then on the next business day. The Parties agree that coordination meeting notes delivered to the Parties designated in writing by RCD, OBG and the Agency shall constitute written notice. To OBG: The O'Brien Group 2001 Winward Way, Suite, 200 San Mateo, California 94404-2473 Attention: James Pollart Telephone: 650/377-0300 Fax: 650/349-2442 With a copy to: Steefel, Levitt& Weiss One Embarcadero Center, 30th Floor San Francisco, California 94111 Attention: Mary Pearlstein Telephone: 415/403-3259 Fax: 415/788-2019 To RCD: Resources for Community Development 2730 Telegraph Avenue Berkeley, California 94705 Attention: Executive Director Telephone: 510/841-4410 Fax: 510/548-3502 To the Agency: Contra Costa Redevelopment Agency 651 Pine Street,North Wing,4th Floor Martinez, California 94553 Attention: Redevelopment Director Telephone: 925/335-1275 21 Fax: 925/335-1265 With a copy to: Goldfarb & Lipman 1300 Clay Street,Ninth Floor City Center Plaza Oakland, California 94612 Attn: Isabel Brown Telephone: 510/836-6336 Fax: 510/836-1035 Any party may change its address for notices hereunder by giving notice to each other party in accordance with this Section 16. 17. Assi nment. This Agreement shall, during its term, constitute a covenant and restriction that runs with the land, and in the event that any party assigns or conveys its entire interest in its respective property to another party, such conveyance and assignment shall be subject to the consent of the Agency,which consent shall not be unreasonably withheld or delayed. In addition,this Agreement may be freely assigned by any party to a joint venture, limited liability company, partnership, or other affiliate in which any party has a controlling interest, or to any existing joint venturer or partner of any party, so long as the assigning party remains fully obligated and the assignee fully assumes all terms, conditions and obligations hereunder. Except as provided above, any other assignment shall require the consent of the other Parties, and any purported assignment of this Agreement in violation of the terms of this paragraph shall be null and void. 18. Termination-, Continuation. Sections 2J, and 4 of this Agreement shall terminate upon completion of the Infrastructure Improvements and acceptance thereof, as applicable,by governmental agencies or authorities having jurisdiction and payment of all Infrastructure Improvement Costs therefor in accordance with the terms of this Agreement, and if so requested by any of the Parties to this Agreement,the Parties agree to execute and record documents and agreements evidencing termination of such sections of this Agreement. If the Infrastructure Improvements have not been completed within five(5) years,the parties, acting together,may terminate this Agreement,but notwithstanding such termination, all Parties shall remain responsible for payment of their respective portions of Infrastructure Improvement Costs already authorized, contracted for, and irretrievably incurred prior to such termination, or any liability arising therefrom. The remaining portions of this Agreement,including, without limitation, the inspection and audit rights in Section 11 above and the indemnities set forth in Section 13 above, shall continue indefinitely. Notwithstanding anything herein to the contrary,upon the conveyance by OBG of a single family unit in the OBG Project to a homebuyer, such homebuyer and its successors and assigns, such single family unit, and the real property on which such unit is located are hereby completely released from all further obligations under, and from all further encumbrance of, this Agreement, without further action required by any party. At OBG's request, PCL) and the Agency will execute, acknowledge and deliver all such additional papers 22 and instruments(including, without limitation, a recordable release) to evidence such release of this Agreement, as OBG deems reasonable necessary. 19. Approvals. (a) Whenever a party's approval, consent or signature is required, such party shall respond within the period set forth in this Agreement, and shall not unreasonably withhold, delay or condition such party's act. If no approval period is set forth for a particular matter such approval or disapproval shall be delivered to the requesting party within five(5)business days of such written request. All Parties shall use their best efforts to provide their approval or disapproval within the time periods set forth herein. Any disapproval shall be accompanied by specific curative steps that if implemented would result in such party's approval or consent. RCD's or OBG's proposal or approval of any plans or specifications is solely for the convenience and purposes of such party and shall not be deemed a representation of any kind, including, without limitation, that such plans comply with law or are suitable for their intended use. (b) Except as may be otherwise specifically provided in this Agreement, whenever any approval, notice, direction, finding, consent, request, waiver, or other action by the Agency is required or permitted under this Agreement, such action may be given, made, or taken by the Agency Redevelopment Director, or by any person who shall have been designated in writing to the Developer Parties by the Agency Redevelopment Director, without further approval by the Agency Board. Any such action shall be in writing. 20. Capacity and Authority. Each party represents and warrants to the others that it is fully authorized to enter into, bind itself, and perform under this Agreement in accordance with its terms. 21. Attorneys' Fees. In the event any party shall institute any action or proceeding against any other party relating to the provisions of this Agreement, or any default hereunder, then, and in that event, the unsuccessful litigant(s) in such action or proceeding agree(s)to reimburse the successful litigant(s)therein for the reasonable expenses of attorneys' fees(including the reasonable cost of outside counsel and the cost allocable to in-house counsel) and disbursements incurred therein by the successful litigants as determined by the court. 22. Non-Waiver. The failure of any party to exercise any of its rights under this Agreement or to insist upon strict performance of any of the provisions of this Agreement shall not be construed as a waiver of any such right or of any subsequent default of the same or a similar nature. 23. Standard of Performance. Each party shall act in good faith and shall exercise good business judgment, in a manner consistent with generally prevailing business standards in the vicinity of this project, in performing their respective obligations under this Agreement. 24. Severability. Invalidation of any one of the provisions of this Agreement shall in no way affect any other provision each of which shall remain in full force and effect. 23 25. Entire Agreement. This Agreement is fully integrated and contains the entire agreement between the parties as to the subject matter hereof There are no representations, inducements or promises of any kind other than expressly stated herein. Except as otherwise set forth in Section 8 hereof, this Agreement may not be modified except by a writing signed by all Parties. 26. GoverninpLaw, Construction. This Agreement shall be governed by and construed under the laws of the State of California. This Agreement is deemed to be joint work product of the parties, and shall not be construed against any particular party as the drafter. 27. Captions. The captions in this Agreement are for convenience and ease of reference only, and in no way define or limit the intent of this Agreement. 28. Incorporation of Recitals. The Recitals of this Agreement are hereby incorporated into the body of this Agreement as though fully set forth herein. 29. Independent Roresentation. Each of the Parties to this Agreement is sophisticated, has conducted an independent investigation of all facts and circumstances it considers necessary or desirable in connection with this Agreement, and has consulted with its attorneys and advisors to the extent it considers necessary or desirable before entering into this Agreement. 30. No Third Party Beneficiaries. Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not parties to this Agreement. 31. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original,but all of which shall constitute one instrument. 32. Necessary Amendments. The Parties hereto agree to reasonably cooperate in good faith to make revisions to this Agreement as necessary to take into account new or additional information as it becomes available as to the matters covered thereby. 24 IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first referenced above. OBG AT BAY POINT, LLC, a California limited liability company By: The O'Brien Group, a California corporation, Managing Member By: Name: Title: RESOURCES FOR COMMUNITY DEVELOPMENT, a California non profit public benefit corporation By: Dan Sawislak Executive Director CONTRA COSTA COUNTY REDEVELOPMENT AGENCY, a public body, corporate and politic By: James Kennedy Redevelopment Director 25 _. .. STATE OF CALIFORNIA ) ss. COUNTY OF ) On this day of , 2003,before me, > a notary public in and for said state, personally appeared personally known to me(or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person, acted, executed the instrument. WITNESS my hand and official seal. Notary Public My Commission Expires: (Seal) 26 _ _ _ _. .. STATE OF CALIFORNIA ) ss. COUNTY OF�- } On this day of , 2003,before me, , a notary public in and for said state, personally appeared ban Sawislak personally known to me (or proved to me on the basis of satisfactory evidence)to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person, acted, executed the instrument. WITNESS my hand and official seal. Notary Public My Commission Expires: (Seal) 27 STATE OF CALIFORNIA ) ss. COUNTY OF ) On this day of , 2403,before meg , a notary public in and for said state,personally appeared James Kennedy personally known to me(or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity, and that by his/her signature on the instrument the person, or the entity upon behalf of which the person, acted, executed the instrument. WITNESS my hand and official seal. Notary Public My Commission Expires: (Seal) 28 EXHIBIT A THE PROJECT M milligig w � �� ■:� ,���1""`� - - � ►` feta oil f ,. �"� r� �x���■ ��� » t ttttt � yNf IgIts g mo•■ EXHIBIT B-1 OBG SITE 4 Ill EMS ago trh�,dv�� � �■�� A� t A' ".s.. „m,•cap.r.-r+�..^�..-•�•�._..�ne�-.,.,�.�. 7'.`' U -- nMry � �. .q ,ark i Wim;MWm • t u� Mo .......... ■M K! S R `s x mn a �.. atm,�,-s..aa•<.a�ma+bv-u..�-:�+.>� w,�..rKr� is +'r +�._ bum EXHIBIT B-2 RCD SITE ■���wn►,���www�twwRAw�aw■w#sww�� �w�€��€wwwwwswwsRr/� • Y t• � 1 � nl am ARM 91� ti an j ,ti `: ■ WWI 1 _ �Ee41t � r i■E fl1p�2 L � 1 E Wf e EEs EXHIBIT C DEPICTION OF INFRASTRUCTURE IMPROVEMENTS I ---------------- ------ ---- -- .. ;. . 'c f 3 k I {{ t t t f mei jN�J Mei( W F g W c+ CJ2 0 C-) z 0 I 1 z — 1 1 — 1 � O m �C z t IZ C Wu r f Z p s ( I Tdl ,14— +�S ry owe - ui _ F 0­4- Fff it llf W t E-• �+ C 0.4 W h b [ " O d z W � z W � y a CA 0 W {- ►x U Z kt, 1 f OC I r � � s T, 1 00 E 44 wouIt •R7 �4 w .$y � �.. .tea,�,.-+� �.•-..•-.. $ d NOW .. . ♦ r r r � ..sww 40 40 t In • • s' c -E � _. EXHIBIT D ALLOCATION OF PAYMENT OBLIGATIONS 1 ALLOCATION OF PAYMENT OBLIGATIONS The Agency 1. ROADWAY WORK(Grading, Street and Concrete Work) All General Conditions as set forth in Section A - Grading, Street and Concrete Work in the Offsite Improvement portion of the Matrix including the following: + Roadway widening of Fairview Avenue from Willow Pass Road to Pullman Avenue • 1/z street of Fairview Avenue from Willow Pass to Pullman Avenue + 1/2 street of Pullman Avenue from Fairview Avenue to edge of Project • Full street of Pullman Avenue from edge of Project to Bella Monte Avenue • Full street of Siino West Avenue from property line of the Site to Bella Monte Avenue + 50%of the cost to Design such Offsite Improvements (Covered in Section A of Offsite Improvement portion of the Matrix) 2. STORM DRAIN WORK All Identified work as set forth in Section B— Storm Drain Work in the Offsite Improvement portion of the Matrix including the following. + 18-inch RCP SD Main down Fairview Avenue from approx. 950 feet north of Willow Pass Road to Pullman Avenue + 18-inch RCP SD Main down Pullman Avenue from Fairview Avenue to Bella Monte Avenue + SD Manholes in Pullman Avenue + 50%of the cost to Design such Offsite Improvements (Covered in Section A of the Offsite Improvement portion of the Matrix) • 18-inch RCP SD dawn Bella Monte Avenue across Siino West Avenue intersection 3. SANITARY SEWER WORK All Identified work as set forth in Section C— Sanitary Sewer Work in the Offsite Improvements portion of the Matrix including the following. * 8-inch SS Main down Pullman Avenue from Fairview Avenue to Bella Monte Avenue + 8-inch SS Main down Fairview Avenue from.Willow Pass Road to Pullman Avenue + 4-inch SS laterals to existing properties that front Fairview Avenue from Willow Pass Road to Pullman Avenue + SS Manholes in Fairview Avenue 2 * 50%of the cost to Design such Offsite Improvements Plans(Covered in Section A of the Offsite Improvements portion of the Matrix) 4. WATER WORD All Identified work as set forth in Section D—Water Work in the Offsite Improvements portion of the Matrix including the following: • Connect new water main to existing water main in Willow Pass Road * 8-inch Water Main down Fairview Avenue from Willow Pass Road to Pullman Avenue * 1-inch water laterals to existing properties that front Fairview Avenue from Willow Pass Road to Pullman Avenue • 8-inch water gate valves in Fairview Avenue * Fire Hydrant Assembly along Fairview Avenue * 50%of the cost to Design such Offsite Improvements (Covered in Section A of the Offsite Improvements portion of the Matrix) 5. DRY UTILITY WORK All Identified work as set forth in Section E--Dry Utility Work in the Offsite Improvements portion of the Matrix including the following: • 1,075 Linear Feet of relocation of overhead utilities down Fairview Avenue from Willow Pass Road to Pullman Avenue * Abandon and relocate existing gas line down Fairview Avenue from Willow Pass Road to Pullman Avenue * Reconnect gas and electric to existing lots that front on Fairview Avenue * 50%of the cost to Design such Offsite Improvements (Covered in Section A of the Offsite Improvements portion of the Matrix) * A proportionate share of the cost for the applicable dry utility companies to review the Offsite Improvement plans. • Underground utilities down Siino West Avenue from OBG Site property line to approximately 50 feet past Bella Monte Avenue OBO 1. ROADWAY WORK(Grading, Street and Concrete Work) General Grading and Paving * Establishing finish pads for single family detached development * Setting grade in relationship to the surrounding roadway network and neighborhood Roadways Offsite 3 + 57%of 50% of the cost to Design the Offsite Improvements (Covered in Section A of the Offsite Improvements portion of the Matrix) Roadways Onsite A proportionate share of All General Conditions as set forth in Section A - Grading, Street and Concrete Work in the Onsite Improvements portion of the Matrix including the following: + 1/2 street of Fairview Avenue from RCL) Site property line to Pullman Avenue + Full width of Gibson Avenue (Street A) from RCD Site property line to Pullman Avenue + Full width of West Siino Avenue from east property line to Fairview Avenue + 'lz street of Pullman Avenue from Fairview Avenue to east property line 2. STORM DRAIN WORK. Storm Drain Offsite All Identified work as set forth in Section B — Storm Drain Work in the Offsite Improvements portion of the Matrix including the following: + 18-inch RCP SD Main down Fairview Avenue to Pullman Avenue • 18-inch RCP SD Main down Pullman Avenue from Fairview Avenue to Bella Monte Avenue + SD Manholes in Pullman Avenue and Fairview Avenue + 57%of 54%of the cost to Design such Offsite Improvements (Covered in Section A of the Offsite Improvements portion of the Matrix) Storm Drain Onsite All Identified work as set forth in Section B —Storm Drain Work in the Onsite Improvements portion of the Matrix including the following. + 18-inch RCP SD Main down Gibson Avenue from RCD Site Private Lane/Parking lot to Pullman Avenue + 18-inch RCP SD Main down West Siino Avenue to Gibson Avenue (Street A). • All drainage improvements for the cluster lots and single family lots + SD Manholes in all roadways 3. SANITARY SEWER WORK Sanitary Sewer Offsite 4 All Identified work as set forth in Section C-- Sanitary Sewer Work in the Offsite Improvement portion of the Matrix including the following: + 8-inch Sewer Main down Fairview Avenue to Pullman Avenue + 8-inch Sewer Main down Pullman Avenue from Fairview Avenue to Bella Monte Avenue • SS Manholes in Fairview Avenue and Pullman Avenue • 57%of 50% of the cost to Design such Offsite Improvements (Covered in Section A of the Offsite Improvement portion of the Matrix) Sanitgy Sewer Onsite All Identified work as set forth in Section C— Sanitary Sewer Work in the Onsite Improvements portion of the Matrix including the following: • 8-inch Sanitary Sewer Main down Gibson Avenue from RCD Site Private Lane/Parking lot to Pullman Avenue + 8-inch Sanitary Sewer Main down Pullman Avenue from Gibson Avenue to Bella Monte Avenue • 4-inch laterals to each single family lot + SS Manholes in all onsite roadways 4. WATER WORK Water Work Offsite All Identified work as set forth in Section D—Water Work in the Offsite Improvements portion of the Matrix including the following: + Connecting to existing main in Willow Pass Road and Fairview Avenue/Pullman Avenue intersection • 8-inch Water Main down Fairview Avenue from Willow Pass Road to Pullman Avenue + 8-inch Water Main down Pullman Avenue from Fairview Avenue to Gibson Avenue • 8-inch gate valves in Fairview Avenue and Pullman Avenue • Fire hydrant assembly • 57%of 50%of the cost to Design such Offsite Improvements (Covered in Section A of the Offsite Improvements portion of the Matrix) Water Work Onsite All Identified work as set forth in Section D—Water Work in the Onsite Improvements portion of the Matrix including the following: + 8-inch Water Main down Gibson Avenue (Street A) from RCD Site Private Lane/Parking lot to Pullman Avenue 5 • 8-inch Water Main down Private Lane from Fairview Avenue to Gibson Avenue All water service laterals to single family development lots 5. DRY UTILITY WORK DO Utility Offsite All Identified work as set forth in Section E—Dry Utility Work in the Offsite Improvements portion of the Matrix including the following: • 875 Linear Feet of relocation of overhead utilities up Fairview Avenue from Pullman Avenue to RCD Site property line. • 57%of 50%of the cost to Design such Offsite Improvements(Covered in Section A of the Offsite Improvements portion of the Matrix) • A proportionate share of the cost to install a Traffic Signal at Bella Monte Avenue/Willow Pass Road intersection • A proportionate share of the cost for the applicable dry utility companies to review the plans setting forth the Offsite Improvements Dry U Ltility Onsite All Identified work as set forth in Section E—Dry Utility Work in the Onsite Improvements portion of the Matrix including the following: • Rule 15 undergrounding of new utilities down Fairview Avenue from Willow Pass Road to Pullman Avenue • Rule 15 undergrounding of new utilities down Siino West Avenue from Fairview Avenue to property line of Site • Rule 15 undergrounding of new utilities up Gibson Avenue from Pullman Avenue to RCD Site property line • Rule 15 undergrounding of new utilities on Bella Monte Avenue to serve single family lots • All utility connections to single family lots RCD 1. ROADWAY WORK(Grading, Street and Concrete Work) General Grading and Paving • Establishing finish pads for each of the four buildings on the RCD Site. • Setting grade in relationship to the surrounding roadway network and neighborhood. • First lift of paving for RCD Site Private Lane/Parking lot(does not include striping) 6 _.. Roadways Offsite • 43% of 50%of the cost to Design the Offsite Improvements (Covered in Section A of the Offsite Improvements portion of the Matrix) Roadways Onsite A proportionate share of All General Conditions as set forth in Section A - Grading, Street and Concrete Work in the Onsite Improvements portion of the Matrix including the following: • % street of Fairview Avenue from Willow Pass Road to property line of the RCD Site • One-Way Driveway and Parking Lot in the Private Lane(first lift of paving) 2. STORM DRAIN WORK Storm Drain Offsite All Identified work as set forth in Section B —Storm Drain Work in the Offsite Improvements portion of the Matrix including the following: • 18-inch RCP SD Main down Pullman Avenue from Gibson Avenue to Bella Monte Avenue • SD Manholes in Pullman Avenue • 43%of 50%of the cost to Design such Offsite Improvements (Covered in Section A of the Offsite Improvements portion of the Matrix) Storm Drain Onsite All Identified work as set forth in Section B—Storm Drain Work in the Onsite Improvements portion of the Matrix including the following: • 18-inch RCP SD Main across Private Lane/Parking lot • 18-inch RCP SD Main down Gibson Avenue from RCD Site to Pullman Avenue • SD manholes and inlets in RCD Site Private Lane/Parking lot • SD manholes in Gibson Avenue 3. SANITARY SEWER WORK Sanitary Sewer Offsite All Identified work as set forth in Section C—Sanitary Sewer Work in the Offsite Improvement portion of the Matrix including the following: 7 • 43%of 50% of the cost to Design such Offsite Improvements (Covered in Section A of the Offsite Improvement portion of the Matrix) Sanitary Sewer Onsite All Identified work as set forth in Section C-- Sanitary Sewer Work in the Onsite Improvements portion of the Matrix including the following: • 8-inch Sanitary Sewer Main across Private Lane/Parking lot to RCD Site • 8-inch Sanitary Sewer Main down Gibson Avenue to Pullman Avenue • 8-inch Sewer Main down Pullman Avenue from Gibson Avenue to Bella Monte Avenue + SS Manholes in Pullman Avenue • SS Manholes in Gibson Avenue and Private Lane 4, WATER WORK Water Work Offsite All Identified work as set forth in Section D—Water Work in the Offsite Improvements portion of the Matrix including the following: • Connecting to existing main in Willow Pass Road + 8-inch Water Main down Fairview Avenue from.Willow Pass Road to RCD Site property line * 8-inch gate valves in Fairview Avenue along RCD Site frontage • Fire hydrant assembly along RCD Site frontage • 43% of 50% of the cost to Design such Offsite Improvements (Covered in Section A of the Offsite Improvements portion of the Matrix) Water Work Onsite All Identified work as set forth in Section D—Water Work in the Onsite Improvements portion of the Matrix including the following. • 8-inch Water Main down Private Lane from Fairview Avenue to Gibson Avenue • All water service laterals and stub-outs to apartment buildings on the RCD Site 5, DRY UTILITY WORK Dry Utility Offsite All Identified work as set forth in Section E—Dry Utility Work in the Offsite Improvements portion of the Matrix including the following; 8 • 600 Linear Feet of Rule 20 Underground Utilities down Willow Pass Road from Bella Monte Avenue to Fairview Avenue • 200 Linear Feet of relocation of existing overhead utilities down Fairview Avenue from Willow Pass Road to RCD Site property line • A proportionate share of the cost of installing the traffic signal at the corner of Willow Pass Road and Bella Monte Avenue • 43%of 50/0 of the cost to Design such Offsite Improvements (Covered in Section A of the Offsite Improvements portion of the Matrix) • A proportionate share of the cost for the applicable dry utility companies to review the plans setting forth the Offsite Improvements. 9 EXHIBIT E MATRIX 1 0 v c c�a � `7E ai cris en C E 00 0 E D ad a UW 0)CL 2 - oa wts Z) Dc ` o d m Cs o m � o g e o E Y m zs wm ul � e g 0 < ci m el M ui C-4 E, m v CD 10 c M m 44 6& CL SS S � Sg 0' tn 0 � 8 9 85 0 ani M N �, �. E m � � C4 z � 0 I �- ti LU Cl. o to £ ++s .n► w vv °: cZo C14o ca �m z Z1 C) � °' w LLw N v 5 o m cCL ��, m a a � DDDDDDD DDDD$D$ DDDDDD� 8 DDDDDDD DDDDDDa DDBDDDD 1211214111 1111111IIIIIII 11,111 a it Jill I I Millf IEEESIS 9242199 AMISS it flit 1§1 A, ASSAISA TURN 1111111 1111111 I III I I 1 6 .., JJ11111 1111111 1111111m itDDDBDDDDDD � 69 as m , D8888D8 D8.D88D8 8888DD8 88x8888 8D88D88 D8888D8 114 M111114 X9199999 L --------------- N ....N ........ ........ $a $$ 8�$$8s8s � �� • P�s� � •��A � �� � .............M....... N H H N ww NMN.w HH N wN N w N N NN ....... ....... . N 88 a8a8a8$88 x88, gas 888$888 :8888888 8888$888 ww. , , , �T w NHNww»wH.Nw..HN wwwww w.wNw -wwNwwH. Hw.ww w»wn .wwH w $8aa888 $a8$ 8.$$$8,$ a$$ a $�s$ $$a$sga aa$$ ase8aaa $Sa$88 .E 11119 $18 .!99 881 lRag •� 9 1 e � r ........wwww..w N.... . w...H .Nwww w wwHN.wN .N... ...N ......w 8l8t89 8$ 1Saa8888�a �1�0H .% H.....:w.........N .... NHw.w H..... w»Nwww w.w.H ..... rdUg�gd, .- ----.rKwoc$ab$�* MroB AibS mai "i--� Rmm M Oi u3 'E aA$m.was mai v^ �A�®vrwRr.At3 lQRr'9.RR $tsRA1AAt; 8€8v:;voI �#C"#:8m 7A8YiG8�m as a a ac+ 6 1,99 1 1-11 s D k s� .9 M.88 8 8 i �� lip, If a s s a If V2 g 2 AS ASS i III V 3888 VS 888 �j ffi : 2AA9 Aga .9 488 R'G 2 2292 8 9 8 I lilt HI � III li I lilt I I I . . „ . , . t LU 9 w» »N» w N »» »Nw » N w»N w w» NN »N N M w» »»» aN » NN Nw » .6 li 1 $ : $p8¢4 . �• �• F tilt = � CSO er n v�m+� »rn© germ w m n mm Y m Essig 8 , 4 » » »» » .88 $88 i OU Pp tipJill flip" K .24 z� Ill Y � iVM NM.N �N� gDa�s��sssasg� �s$s.��� s�saa$g s�p$�e HIMM Hit HOW HOM fillft $%also Rill 1 111111 !111111 1111111 111111 kkkkkkk Milk M$8888M8 $ €# F=- .......... .. N ..N... . ....... w ..... N LO , , . , , , , . R s Nj N..N N.N.N.N W ®®N N.N.N N . .....N N N.W.N N N O g O p..N..N....... �. pppN WppM�Nyy Nypp gN p..pN pN y.p. pg N}}pN pN pN CN'' �Ny pp 6 ppC���686��G5 O ct y�g888 G 8880000 8 OCQCgc2 B O its R ....N.-....... N ...... N....W N N ....N W . ..NNNNN...N.. N N W.M N M..N... ...... $$ ggci @mww—g J rf mgm gm—w x ttz . � �ZOO- litb Rod fit fit I I It MW III r YeR-Y ^ 00 M'" 8C3 GJ III o 77 o � 9 99 migh ffi fj fit III 19 11111 fit fit fit if HIM III at its sit I t I i c� fig J fit Ill I I If I II III sty It'S -89-8 t -6.4-a- -6 V a III fit I I I I I 111-1 1 fit 4 $Ss4 $$$24 sags $g$ 8 $88$$ , 9 $4 4 riMH yy q �M Oi �G VC � NYJrA y� Plrr�, ��NMYT 1�111 NK N NN N NN N p KH K N N N MKKKN q HNM N qH N N Lo B8 8$$3 $ 88 $ 8 8 pH N N ggH N ppHqq gW N pHH �g Njj�y pp pp gN NyygNN DHy {Nyy tHyy�Njj pN NNN �p IN tl 0 Yf�3 N Y 91 � U1 W C3 Y➢« �, 3l O it Y� Id tlN I 11 1 11 m�HI I A A I I w eWgZ .TA rz X L1 mill 1111 !Jim a3> Ca 3b}o Aa�G. Eo Sc �� r N C9 <+n aC kiD I9 .-NM b R wN li.M N bR® {0 ti C � U o r b a9 a M a uj tj MMMN w NN N NM N a � MwwN a NM w w pN N MNNN o� Nw w M wN M g N N N M u Jrrryyy; � .LLL"` o � LL Y ' ranam m ,. a W .. ... . ..._. ...._ ... .. ......................................... ...... EXHIBIT F-I DEPICTION OF RCD/AGENCY INFRASTRUCTURE IMPROVEMENTS 17121:6347895.8 F - _... _. i Paz ........... ............ �k 4' ;:. s ................. .... .... . W tetanal.. W ..a +m V"" U. o � 1 Ile, 1 I 1 �� w D Q cn z ,w VI 0 -3 U c Z BE a _ W z1 maw LL. 00 AM am A,. r i { UZ 'J M w CJS W Er 14 � o En i� te, �. LL. v a: TTI Fff f I tai 1 i i i a { i i D LLJ low < a.. .>. k EXHIBIT F-2 DEPICTION OF OBG/AGENCY INFRASTRUCTURE IMPROVEMENTS 17121:6347895.8 F-2-I y� ' IPI IIf SII __. ... i 77 L� of t ILA f iir e W ...i ............ . ............... .... ......... t t Atilt, { �� Ire � rn WA .a rn x L) m Hca wow IWO �--- .— s � 9 t�.3Y tA to w, AA a EXHIBIT G-1 OFFSITE IMPROVEMEN'T'S BUDGET 1 uum i �aa�saaaaasa aaaasas assasas as a a as ffififfifflM WHO fiffl! IIIIIII HIM HIM $$$S$882 $S8$$$$8B $$$88M $ UMMMURA Z§X ! ��amm-. �i1V���� P� 8 I- d �" �P N N N x N N x w N w w x N gg N N N N N N w w w N x N N N w x $ , O O f , , , f . . . . ff , N N N w w w w x x x x N N Q w x N N N w w N w w N N N N .N w.N N aaa���JJJ]]1 g...........{ ppppp p qqN pN gN p....... Np pN N N N Ny p------ N N -pN p pN N......ppppN 80666 yC�SOG B$$Q4 g4,c4�y$�Ag9 $$$gR$5$�$Fi. g6 g$g$$g-gdS O $$MRS!gq 6 O OSO!9 Zi yffiy : ,7yC A7 �J 838xKimR ID rYlbH�Ne-t]IW M N� r P�asN iti v~Y� t6 Cl N ......... .....N N NwwxxNNNNwNNN NNNNNN NNNNNNN NNNNw Ne- FAY r N u�$ Oz� rn r�ac e•F+ a aa a , all H 111111 ill Ill if Is fit fit 111111 fit 21 1 ill lit a aI12 # lit Jill I Hl jail 1,2911H lit .2V 'a's X11 lit I I I 655 655 55 65 55595 559 59 S,sB $gas ss .$ a sass gas sssSBss 8s$ 4 g 8 x m _ "Pa nen m 05 15 N M h N Y5 v fl M r3' J N 11"Pal P N N N N N N iK N M N N N N K M NNN N N N N N N K f88 LY' 'OVp � 4 N N N N N N N M N K N M K N N K N N N N N N N N N N $ss 96s$s ass4 8 RsS4 ss$, s 85888s$ Sss s $8s $ l M1 # 1111 40 9H X94 n p moar HtONN N31 r 84 v N K N K N N K N N M N N N N - M M NNN K N N M N N N N N p gel ; $ q it t lit kM cz IT I � N N ¢ �r YB N`"`V ^F• t"vim^` N � po6 Pl�eN _NYS ; M�, ©y t6 N N x to 'N �S i$L4Y1 L� P.WOJ NPS SOF. PN aD<N tB F.m 9 () x � s s all, I ssss s ss 4 C� '�pNNNpN puu$N »N N NN NpN tl» `N NQNp N pN N NpN pM .L NMMN �» NN M NN N ggg ggg g�gq�Q',g"r$�r OR gg gss ysg ¢�¢ 875�lE�ii5. 6 S i 3 S W »N»N N X S LU z +�N MO N fD 1•. Z tY EXHIBIT G-2 ONSITE IMPROVEMENTS BUDGET 1. ao ra to a a D88DDDE3 DDDD8D8 898DD89 �� � � � � DDDDDDD DDDDDD� DDDDDD� r ll flitHIM Ifil 9912114 It IMIsr as 1 D�D�DDD DDDDDDD 88DDD8D DDDBDD� DDDDDD� D8D889° 11110 6 i 6 1 HIM Ill Ill 1 11 Ill 11 111 till Ill 1111 91.jim ��m ASIM SISx111 AMASS 1112141 Issfasi �tk �,t�sttttttts txtutas sstatttt ttttatt 111tisvt titttta tttvtta xA* 3M O w w w W N N w M w w x M w N HW NqN w ...I.,. w M xM N w w w w w w W w N w ww w w N w w M N...................M w M W ww M N wwM .ww x w w w w N w qw. wN w W Nw w www»w !w W ass sap -sm s4 gop g I �.r7- ............ Nw N w.w Mw w M ww w M qw w g w w N w WN x ww , w w Mw w M w w w w NW 8$$88,$ SS8,8$ $ � $ $ � �M8.� r wY{$°tS °' m8���"$ ®rte H*�r ^Qr� r m a��c ' 8 "� ffi w wwwwxx..wwwwNwxww» w»www wgwxww wwNw wxNwwww wwwwww q r =tri a'a�rr Mem � w w w ...........N w....... w w W g w ...... w w w. w w N qw w ..... w N M w wN N g w w w 4 11114J d sir weid�ufu ddNul+v`a S a{d�i8 i{ WWd�dw`aia dAm_`a ii�fi J tl `jw gpp �L'S� �"n��.r69mn.mm®,"•f=P«""-#�.�-m°- °?°'��f'�A k3lE�kPi`� `�i"��"�3�fi� °�3���SxwS <.`�:��X�» ,5'J3.'RGi�'�8 . 0❑ Is I an fid`', 1 1gaas gag gagsga saa s sill Ali C", Ill II I Ji s asxaa seas a ssa a'd a gags s a s 1,61 ill I gill I I I fill jigi Sig 1291 1 1 A isBr slag 16vt1d '6 % % s N WaN N MNw y� S a' a s s� as 8 9 t g , Naa w WNH W aw ,N WwW W wa w. 8 . S. 8888 88x8 8 888 8688 84 8 8 8�ffii8 8 8 881 8 k MAIM d0'94 yq�14 0 � IM D fv n.MAIM .r-t"v T�`'�..� iv v'P f6 y `° . ke iu 'a! S wH WN N aWH�N W 88 ; 8B 88888 a8 8 8 a888 8884 as8 S. 8 88a8 $ 8 8 asw g _ a o � 9 � i rr iO 7 m V .- 1E m leg D $iigN E i Www W wa wH w Na w W as 13 w $gest a$� s8s� s8� s 8a M H WHWM HNN NN NNW N L HNW Na a �w y�9�y�1 a Pa m IA �rr�r all talss M Of HESS b ill j Ill 8 9 aim a- w g aggn�$wf yw� r ea a sass 3 a s a a a i ALP z tj LL L � ��� NM NMlI'i EXHIBIT H INITIAL CONSTRUCTION PROGRESS SCHEDULE H- 17221:6347895.8 Schedule of Performance Resources for Community Development and The O'Brien Group SINGLE FAMILY PROJECT TIMELM Current as of February 26, 2003 Task Start Complete Comments RDA Board Selection 25-Jun-02 25-Jun-02 Prepare Schematic Drawings 15-Sep-02 15-:Dec-02 Submit Planning Applications 1-Nov-02 10-Mar-03 Prepare Design Development Drawings 1-Jan-03 1-Mar-03 Meet with PAC&MAC 8-Jan-03 8-Jan-03 Traffic Study 14-Jan-03 13-Feb-03 Negotiate and Finalize DDA 23-Jan-03 25-Feb-03 Initiate Sub-Contractor Bid/Negotiation 4-Feb-03 1-Jul-03 .Submit Tentative Map 10-Feb-03 15-Feb-03 Obtain Planning&Tentative Map Approvals 10-Mar-03 10-Mar=03 DDA and RDA loan hearing before Board of 11-Mar-03 1 I-Mar-03 Supervisors County Acquires All Project Parcels 11-Mar-03 11-Mar-03 Prepare Construction Documents 21-Mar-03 1-Oct-03 Submit Building Permit Application 15-Jun-03 1-Oct-03 Begin Site Preparation 1-oct-03 1-Jan-04 Signed Construction Contract 1-Jan-04 1-Jan-04 Close on Contruction Loans 1-Jan-04 1-Jan-04 Begin Construction of SF Chits 1-Jan-04 1-Jan-07 (36 months) Begin Marketing of SF Units 1-Tun-04 1-Jan-07 Finish Constraction of SF Unfits 1-Jan-07 1-Jan-07 Complete Sale of SF Units 1-Jan-07 1-Jan-07 Bay View Community Development Partnership Resources for Communio Development and The 0Wrien Group MULTI-FAMILY PROJECT TtMELEIiE Current as of February 12, 2003 "task Start Complete Comments RDA Board Selection 25-Jun.-02 25-Jun-02 Prepare Schematic Drawings 15-Sep-02 15-Dec-02 Submit HOME/CDBG funding application 24-Sep-02 3-Dec-02 Conditional Approval of $1,378,000 Submit Planning Applications 1-Nov-02 10-Mar-03 Prepare Design Development Drawings 1-Jan-43 1-Mar-03 Meet with PAC&MAC 8-Jana-03 8-Jan-03 Traffic Study 14-Jan-03 13-Feb-03 _Negotiate and Finalize DDA and RDA loan. 23-Jan-03 25-Feb-03 Obtain Conventional Financing Commitments 1-Feb-03 14-Mar-03 (Construction and Permanent) Initiate Contractor Bid/Negotiation 4-Feb-03 1-Jul-03 Submit Tentative Map 10-Feb-03 15-Feb-03 HOPWA Application 1-Mar-03 1-May-03 Obtain Planning&Tentative Map Approvals 10-Mar-03 10-Mar-03 DDA and RDA loan hearing before Board of 11-Mar-03 11-Mar-03 Supervisors County Acquires All Project Parcels 11-Mar-03 11-Mar-03 Prepare Construction.Documents 21-Mar-03 l-Sep-03 AHP Application 1-Apr-03 15-Jun-03 Submit Building Permit 15-Jun-03 1-Oct-03 Submit CDLAC Application 16-Jul-03 24-Sep-03 Submit 4%Application to TCAC 24-Sep-03 1-Dec-03 Bay View Community Development Partnership Resources for Community Development and The O'Brien Group MULTI-FAMILY PROJECT TIMELLNE Current as of:February 12, 2003 Task Start Complete Comments Begin Site Preparation I-Sep-03 1-Nov-03 Signed Construction Contract I-Oct-03 1-Oct-03 Close on Contruction Loans 7-Oct-03 7-Oct-03 Begin Construction of MF Units 1-Dec-03 1-Feb-05 Develop Management Plan for MF Units I-Mar-03 I-May-03 Begin Leaseup/Marketing of?viF Units 1-Jun-04 I-Apr-05 Finish Construction of MF Units 1-Feb-05 1-Feb-05 Leaseup/Occupancy of MF Units I-Feb-05 1-Apr-05 Close on Permanent Loans I-Jun-05 l4m-05 - EXHIBIT I DEPICTION OF PRIVATE LANE 17121:6347$95.$ I-1 t d Ci iY. a 4444 Y .r C ` s Y rr• 0 d. EXHIBIT J AGENCY'S PREVAILING WAGE POLICY 17121:6347895.9 J-1 i i E rH E BOARp Cts SUPERVISORS OF CON RA COSTA COUNTY, CALIFORNIA Adopted this Order-or' ; Yui is. zgaa ,by the f0flowing vats: AYES: supervisors Powers, FandenP McBeak, TcrlakssM, chznder NOES: gong ABSENT: None ABSTAIN: None , P fib b•ab.L.4.Hhin C.C.C. f Redsvelopme�t Agency } Prevailing wage Requirement ? i E The Board of Supervis rs as the Contra Costa County Redevelopment Agency RESOLVES TRA.T: I. �±uracsse.. 31 paa'sv& ling swage rdgLiremant is necessary to protect Agency projec area job opportunities, stimulate the project: area scon0107 d'should ba uniformly applied to all the project contracts it a tars. ts earev a e wa a reguThe i'amant policyestandardpto bed establishs�s a prevail g g � incorporated in (and b. part of) an contracts, agreements or leases it enters as folows% (a) wacrgs. All workers pexfo , ng construction work for the project pursuantt contracts,. greems4ts or leases subject to this resoalution, fxirevailing m the oommen ement of construction until the issuance of a FinaCertificat of Occupancy or acceptance by the Agency of the consruction as aztplAte, shall be paid not less than the highest ,x a' of per diem {wages as determined and published by the Ca fornia. Department of Industrial Relations and its Dirac , # 'ursuant to Section 1,7,3 of the Labor Code. Constiuction worX'•. ncl.udes all construction of building core and shsl�, tenant ion• vements .and public works that are within the customary j= . iction oaf the construction trades and crafts, what-her gerfc= 6n or cif-site. Off-sits work, performad by Matirialmen, as f,inad under California Lasa, is not covered by this�resolution. (b) Cove acre. Were ere this ra ution's. requirements are incorporated in Agency.(,contracts, eements or Leases,, they 'shall apply to the ,employeas of an ployer inclutding the developer, any tenant f the pro je any general contractor or subcontractor or othaxoontractor aged in construction for the project by the developer, includin heir successors and assignaee, but shall no't apply to ezvisory or managerial . personnel or to persons, employed i he rental, operation or maintenance of the project. (c) DDepartment, of Indist ial. elatio s. Prevailing wage rages for each employee covered by. is resolution shall. be those wage rates as gublishe by the Staff 'Department of Industrial Relations on the date _)_e employee ommences work. The employer shall, be responsible foi,r checking` o ` a quarterly basis whether the Department has detakmined that here has been acts adjustment in the prevailing rate of ger diem ages in the locality. In the event the Department ha'A adjusted the prevailing rate, the employer shall gay suchrate, provided that in no event shall the employer gay less than he prevailing recta previously determined. Said wage rates for al.l.covered workers shall be posted'in a prominent, visible and �asily accessible place on the Proajeot sits. l f (td) Deco d . They Emplp shall keep an accurate payroll record as specif ed in Labor ds ;Section .3776(a) . certified copies of the bra roll recordi hall be available for worker or Agency ,inspectro (in the for 'specified in Labor Cadre S Labor Cade 51776(d)-) a. all reason e, hours at a ,local office of the Employer. Copies of t�e records sh f .,be provided upon request by a representative of the Agency the Agency has or can obtain the records. .Any wo'rker, ,his aut �ized representative, or the public may reque t a copy of r e records from the Agency. Individual names addresses a social security numbers Of ` employees shall a masked or ';eted so as to prevent disclosure in copies furnished to the pu ic. Upon .requeste a certified copy of an amplo eels payroll dcord shall be made available to the requesting a ployse. by th -employer as provided in Labor Code S 1776(b) (1) . The failure`of. the emolayer .to keep accurate payroll records and provide cert$fied copies t�ldreof within 15 days after a proper request to do so, shall create a presumption that prevailing wages have not been. paid. (e) A ren ices. Nothing in this agreement shall prevent the employment o any number of properly registered apprentices, as defined in Ch pier 4, .Division 3 of the Labor Code. Every such apprentice: hall be paid not less than the standard wage paid to apprenti es under the regulations of the crafts or trade at which he is a ployed, and shall be employed-only at the work of the cra!t''Or rade to which he is registered. The employment and training of ach apprentice 'shall be in accordance with the provisions of th apprenticeship standards and apprentice agreements under which he is in training. (f) NotJidd t On. Agency staff shall notify all prospective bs and contracting parties of_ the requirements of .this res.olnand esisure that its requirements are incorporated Agency contracts,. agreements and leases. The contracting per (developer) shall. cause the provisions of this . resolution to be inOorpora.ted,into each contract and subcontract, -and lease agreem Int which would-be subject to this resolution. in the event the provisions are not' so incorporated, the developer shall a liable to the worker in any action or proceeding for t e difference between the prevailing �whge rate required to bep id and the amount actually.paid to the worker, including costs nd attorney fees, as if the developer where the actual, Employer. (g) Enforclinant. In addition to any other rights provided by California la to recover goppansation, a .worker that has been paid less than t.e prevailing,Iwage rates shall have a right to commence an acts n or proceed ng against the employer of the worker for the difference bet een the prevailing-wage .rates and the amount paid .o such worke for each calendar day or portion thereof for whit the worker as paid less than the issue other than that of 'theIliability of the employer for the amount of unpaid gages all gedly dues ll be determined in such action or proceeding, and he burden s� ll' be on 'the employer to establish that the amounts demanded ar not clue. kA worker recovering any or all of the wa es claimed t be due shall .recover his costs and attorney fees in securing succcvery. Nothing. in this section shall preclude. i s anforc.eme� y the California Division of Labor Standards nforcement. T�ese prevailing wage requirements will be monitored and admini Bred by the A.gency's staff. (h) A&qaptl on . This x solutionIa prevailing wage requirements shall not apply,: 1. To Itenant impr -rents with a value of less than $50,000.00, nor to, tenant in vements for which the initial building permit or such wor s issued more than one year after a certificate of Occupancy is approvedloi the core and shell or Y accepted by the Age cy at& complete. The $50,000.00 value shall be adjusted annually pursuant ,to the Consumer price' Index for the ,Sari. Francisco/Oakland SMSA. The staff of the Agency shall report to the Agency on th6 effects of., he prevailing wage requirement for tenant improvem nts after one-year of operation. 2. To ladscaping intprovemsnts with a value of less than. $50,000.00 ins ailed on any particularcontracting (developer) party'sl premises duri ,g any one year- period. ,a 3. Non-94tbstaritivo ame dment's to Agency agreements in , farce on the date a:� adoption of this resolution provided the' estimated value doesn't exceed $5),000.00 for any new improvements allowed by the amen tints to any agreement. (i) Agency snail Coun&y Not Uaisle in Niongy-Danigges. in undertaking to izpo a can. its cdn acting 'part:es and their subcontractors this resolutionrsi. ip tui.rements to pay prevailing rates of wages, the Agency and- , ty of Contra Costa are assuming an underta. ing only to ; omote the general welfare. They are not assuming, nor are t w imposing on their officers and employees, an o •ligation for ; mach of which•they are liable in money damages tca any person w claims: that such breach proximately caused injury. M pro-esnx)t. dn. This ozd ' nce shall not .confer upon the Agency or any offic�r thereof an ower not otherwise provided by law to determine th legality of l collective bargaining agreement, nos shall anything in is ordinance be interpreted or applied so ass to create any power • r duty in conflict with the pre-emptive effectiveness of any deral or state law. (k) Sever ab I If any A t orprovision of this resolution or the ap lication tai of to any person or circumstance is held to be inval , the remainder of the resolution, includin ' the applic ion of such part or pro�71sion to other persons or ircumstance shallnot be =affected thereby and shall continue i full •farce n' d effect. To this and, the: provisions of this r solution are severable. orig. Dept.: CC: I•haratry certify that this is a trM axed aosrasrt aopY of an action taken and entered on the minutes of the Board of SupopQ.on the date shoo�vre((�,t�,�. zk A.rT5:3m.. .irw PHIL TCtt R,Clark of the Board of Supervlaors and County Administrator BY 1•�C+�i t 2 t Deputy t � '• RRSOLICTION LIP. t REQUEST TO SPEAK FORM {THREE (`3) MINUTE LIMIT) Complete this farm and place it in the box near the speakers' rostrum before addressing the, Board. Name; ` j --1 �Lt +(' Phone. 7 �. 4 Address City: a , I am speaking for myself car organization: (rwm of orWi trtton) CHECK 'oNEm I wish to speak on Agenda Item # Date. t7 � My comments will be: general for , D against I wish to. speak on the subject of I do not wish to speak but leave these comments for the Board to consider: