1 BRIGIT S. BARNES & ASSOCIATES, INC. A LAW CORPORATION Brigit S. Barnes, Esq. Annie R. Embree, Esq., Of Counsel 3262 Penryn Road, Suite 200, Loomis, CA [O] (916) [F] (916) [EM] [Website] Brigit S. Barnes & Associates, Inc. is a California Law Corporation formed in January 1993, with Brigit S. Barnes as the sole shareholder. Prior to formation, Mrs. Barnes was an equity partner in Balfrey & Abbott, a Sacramento real estate and land use firm. The Corporation=s practice centers on representing clients with commercial real estate financing; development; land use and entitlement issues; regulatory compliance; purchase, sale and exchange of agricultural, commercial and large scale residential projects; title insurance and escrow law; broker liability problems; hotel and commercial shopping center development and leasing; and litigation relating to these matters. Special emphasis is placed on asset preservation for selected clients, especially including estate planning matters. Representative clients include title companies, developers, large land owners, Tribes, lenders and brokers. Regulatory compliance involves a wide range of issues, most especially resource preservation, and business operations and defense in this adverse business climate. The firm s transactional practice encompasses all phases of residential and commercial development, assisting with acquisition, project coordination, entitlements, financing, construction, and operation of major projects as varied as the Shingle Springs Rancheria Casino and Interchange Project, the St. Francis Terrace housing project, the City of Sacramento's Library Plaza Annex, the sale to Shriners' Hospital by UC Davis Medical Center, and the redevelopment of the Arden Fair Mall. Brigit S. Barnes Prior to graduating from law school, Mrs. Barnes spent ten years working in the real estate and title insurance industry. From 1975 to 1985, Mrs. Barnes was employed in the title insurance industry by Transamerica Title Insurance Company, Ticor Title Insurance Company, Pioneer Title Company and Empire Title Company. During her employment with these companies, Mrs. Barnes held various positions, including Residential and Commercial Escrow Officer, Manager of the Subdivision Department, Trustee Sales Officer and County Escrow Auditor. Between 1978 and 1981, Mrs. Barnes was licensed as an agent and broker, as well as a residential and commercial appraiser by the State of Oregon. Mrs. Barnes obtained her Bachelor of Science cum laude in Political Science from the University of Santa Clara in In 1985, she graduated with distinction from McGeorge School of Law in Sacramento. While studying at McGeorge, Mrs. Barnes received various scholarships and awards, including the American Jurisprudence Awards for Agency, Business Associations and Contracts, and the Corpus Juris Secundum Award for significant legal scholarship. In 1996, Mrs. Barnes, was voted AMember of the by Commercial Women in Real Estate, Sacramento Chapter (CREW Sacramento) for her contributions to education for commercial real estate professionals. Mrs. Barnes is or has been a member of the following professional organizations and associations:
2 Page 2 1. Board Member, Placer County Chapter, California Association of Business, Property and Resource Owners (CABPRO). 2. Legislation Committee, California Business Properties Association. 3. California Builder's Industry Association Select Conference on Industry Litigation (SCIL). 4. BIA Representative to Placer County Wetlands and Open Space Task Force. 5. Chairman, Government Affairs and Education Committee, Sacramento Commercial Women In Real Estate (CREW Sacramento). 6. Placer CABPRO representative to Placer County s Affordable Housing Stakeholder Group. 7. Special Representative [at request of Supervisor Ted Gaines] to Placer County s Landowner Stakeholder Group re Draft Placer County Conservation Plan. 9. Real Property Law Section of the California State Bar, including the Real Estate Litigation and Real Estate Sales & Brokerage Subsections. 10. Sacramento County Bar Association, Real Property Section. 11. El Dorado County and Placer County Builders Council (BIASC). 12. Voluntary assistance to Legal Services of Northern California Senior Legal Hotline. 13. Finance Committee, St. Stephens the First Martyr Catholic Church, Sacramento. Mrs. Barnes counsels her clients on relevant aspects of liability avoidance, land use, entitlement and property rights issues, and regularly conducts seminars and publishes educational materials for her title insurance, real estate broker and developer clients. Mrs. Barnes developed and teaches a three-hour seminar on land use and environmental issues, and impacts of inclusionary housing on modern development projects, both sponsored by CREW Sacramento. Mrs. Barnes has provided articles to Comstocks' Magazine on the adverse impact of conflicting environmental restrictions on business and development in northern California. She has published articles on recent Water Resource Control Board changes in wetlands policy for Northern Builder's Magazine. She has served as one of California Building Industry Association s (CBIA s) representatives to Governor Wilson's Wetlands Consensus, an advisory body, drafting proposed wetlands and watershed management legislation for California. Mrs. Barnes also assists in drafting remediation legislation on California Environmental Quality Act (CEQA), California Endangered Species Act (CESA), and regulatory abuse issues for California Business Properties Association. Mrs. Barnes has been married forever to Jerry Barnes and has two children, mostly grown, and seven grandchildren.
3 Page 3 Firm Work Mrs. Barnes and the attorneys working for the firm are admitted to practice before all Courts of the State of California, and before the Federal District and Bankruptcy Courts located in California. All representative litigation cases are Superior Court cases unless noted otherwise. A representative but incomplete list of the firm s work in Sacramento, Placer, Amador, El Dorado, Yolo and Yuba Counties is listed below, followed by a representative list of the firm s clients: LITIGATION: Adamo v. County of El Dorado, et al., U.S. District Court, Eastern District of California, Case No. CIV-S DFLGGH Takings, down-zone case; resolved with approval of alternative commercial use. AVSC v. Curtola, et al. (Placer County) Successful representation of Defendants as Cross-Complainants over development entitlements in reconstructed sewer plant. Burke, Burke & Briggs v. Penryn Plaza Associates (Burke, Burke & Briggs) Successful recovery of principal, interest and attorney's fees against a partnership in bankruptcy. Morgan v. Browning (Browning) Broker v. Broker dispute regarding commission claim on $10,000,000 sale of Butte County olive ranch (settled). Meadow Vista Protection v. Chevreau [look up case no. etc.] Successful defense via summary judgment to preserve and confirm mineral rights vesting and conservation plan approvals of family aggregate, concrete excavation business on the Bear River, against attack by neighbor group seeking to restrict existing operations, prevent asphalt plant.. Damé Construction Co. v. Sunrise Bank (Damé Construction Company) Successful establishment of quiet title against predecessor-in-interest's lender. In Re Royal Way (U.S. District Court, Eastern District) Successful defense of Altus Bank to DEA seizure. El Dorado County v. Caltrans, Case No. 03CS00018; VRL v. Caltrans, Case No. 03CS00003; EDC v. Bureau of Indian Affairs, Case No. CIV.S GEB DAD (Shingle Springs Band of Miwok Indians) Mrs. Barnes served as lead development counsel to the Shingle Springs Band of Miwok Indians and coordinated the attorneys and consultants who have prepared all land use and environmental documentation for National Indian Gaming Commission (NIGC), Bureau of Indian Affairs (BIA) and Caltrans to construct an Interchange onto Tribal lands and to construct a Tribal casino off Highway 50. Litigation against the Tribe successfully defensed. Construction of $40 million freeway interchange and $300 million casino completed.
4 Page 4 Fair Oaks Estates v. Azevedo Properties, Inc., Sacramento County Superior Court, Case No. 00AS06616 Successful defense of developer agreement for HUD-financed residential care facility recovery of $1.6 Million in damages. Get rid of one space here Kaehler v. City of Lodi, San Joaquin LAFCO, and FF, L.P. (Mary C. Kaehler) Dairy farming CEQA case against retail expansion (pending). Kent v. Perez (Kent) Successful recovery of judgment for misrepresentation by broker-debtor in Chapter 7 bankruptcy, and avoidance of debtor discharge. Lee v. Martel (Lee) Successful determination of enforceability of commercial CC&R's to shopping center. Martinez v. Sunrise Bank (Martinez) Successful representation of Plaintiffs to prevent completion of foreclosure by Sunrise Bank where primary obligor had declared bankruptcy. Issues involved one form of action rule, suretyship and foreclosure. Martinez v. City of Roseville, et al. (Martinez/CDI) Pending challenge to disproportionate placement of adverse land uses without owner consent/breach by optionee (dispute > $4 million). Meadow Vista Protection v. Chevreaux Aggregates, Inc. (Chevreaux) Case No. SCV Challenge to historic vested mining company s rights to operate quarry and asphalt plant facility. Murray v. City of Sacramento (Shingle Springs Band of Miwok Indians) Case No. 03CS00777 Successfully brought suit to enjoin the City s destruction of Indian remains and cultural resources during the 2003 City Hall construction process. Pickett v. Winncrest Homes (Pickett, et al.) Successful six figure settlement for Plaintiffs against Winncrest Homes, River City Sales and Placer Savings & Loan on claims by plaintiff homeowners alleging misrepresentation by sales agents and brokers. Plaza Apartments v. Sears (Homart Development Co., Sears) Successful defense of Homart Development Co. and Sears against an injunctive action brought by Plaza Apartments to prevent redevelopment and renovation of the Arden Fair Mall. Primary issues involved interpretation of original easement documents and commercial CC&Rs, and rights of enforcement in light of subsequent surveys.
5 Page 5 Yuba Group Against Garbage v. City and County of San Francisco, et al. (YuGAG) Yuba County agricultural owners challenge to City and County of San Francisco s approval of shipping San Francisco garbage to Yuba County by rail (pending). VBIG v. Solomon (Vernon-Brannon Investment Group) Successful representation of commercial building beneficiary in old Sacramento and recovery from bankruptcy of full payment of the $750, remaining debt against deed of trust. Whitcombe v. Conoco, Texaco, et al. (Whitcombe) Representation of Plaintiff landowner to recover cleanup funds from gas companies who operated service station on plaintiff owner's property. COMMERCIAL / SUBDIVISION DEVELOPMENT / HOMEOWNERS ASSOCIATION: - Bettencourt (Damé Construction Company) - Butler Woods (Grass Valley Associates) - Calvine Station North (Colbert) - Gateway Oaks Center (Robert D. Hurst, Inc.) - Hidden Glen (Sequoia Development Company) - KCEO San Diego (IHR Radio, Inc.) - KNRY Monterey (IHR Radio, Inc.) - KOIT San Francisco (IHR Radio, Inc.) - KZSA-KSMH Sacramento (IHR Radio, Inc.) - Little River Grove HOA (Parker Development) - Marina Hill (Chatfield Investment Company) - Panhandle Annexation opposition (JB Properties) - Pine Mountain Lake Association - Regina Caeli Priory Loomis (Dominican Sisters of Mary, Mother of the Eucharist) - RiverFront Estates (private partnership) - Rock Creek Plaza (Albert B. Glickman & Associates - Rocklin Park Hotel (Bestland of Couer d Alene, LLC.) - Russell Ranch (Damé Construction Company) - Shadow Creek (Damé Construction Company) - Solar Point (Grass Valley Associates) - St. Francis Woods (Chatfield Investment Company) - Treelake Village (Moss Land Company) - Trinity Woods (Smith/Crabtree) BROKER / DEVELOPER: - Albert B. Glickman & Associates (Beverly Hills, California) - Alex Brown, Klienwood Benson, Realty - Allied Developers - American Property Development, Inc. (Tacoma, Washington) - Azevedo Properties, Inc. - Browne Cattle Co. [Gibson Ranch] City of Wheatland
6 Page 6 - Browne Cattle Company, LLC - Better Homes Realty (Robert McKiernan) - Butler/Grass Valley Associates/Michael G. Butler - Camray Marketing Corporation (Frances Knight/Deborah Quok) - Century 21/Steele Realty - Chatfield Investment Company - Chico Ginter & Brown Realty / Robert C. Browning / Terrel A. Cheney - Dominican Sisters of Mary, Mother of the Eucharist - Damé Construction Company - Granite Bay Realty - Homart Development Co. - Immaculate Heart Radio - JB Properties/North Market (Benvenuti) - L & H Investments - Lennar Development - Library Plaza Group - Lifestyle Real Estate - Mansour Company - Martinez/Computer Deductions, Inc. - McCuen Properties - McDonald s Corporation - Radio Santissimo Sacramento - Rancheria Gaming Resort - Shingle Springs, CA (Development Partner-Lakes KAR Shingle Springs Inc.) - Sequoia Development Company - Sierra Brokers / Michelle and Wes Burris - Sisters of Mercy - Syers Properties I, LP - Syers Properties III, LLC - Tandem, Inc. - Riverfront Estates, L.P. - Robert D. Hurst, Inc. - Ron Ward Construction - UC Davis Medical Center - United Enterprises Group - US Homes - USAA Insurance Company (Texas) - Whitney Industrial Park, Ltd. COMMERCIAL DEVELOPMENT: - 7-Eleven, Inc. - Arden Fair Mall (Homart Development Co.) - Bowman Road Shopping Center (R.C. Collet) - Chevreaux Land & Gravel Co. (City of Auburn, Placer County) - Folsom Auto Plaza (City of Folsom) - Gateway Oaks Center (Robert D. Hurst, Inc./FIA Teachers)
7 Page 7 - Indian Hill Office Park [Office Condominiums] (Auburn View Investors, LLC.) - Javan Petroleum (Shell) Service Station (J. Javanifard) - JB Properties - Panhandle Annexation (City of Sacramento) - Library Plaza Annex (McCuen Properties) - McDonald s Restaurants and Co-Brands (Placer/Sacramento County) - Radio Santissimo Sacramento (IHR Radio, Inc./Roman Catholic Diocese of Sacramento] - Red Hawk Casino (Shingle Springs Band of Miwok Indians/Lakes, Shingle Springs, CA) - River City Co-Housing (financing provided by Sacramento Savings Bank and Sacramento Redevelopment Agency) - Rock Creek Plaza (Albert B. Glickman & Associates - Rocklin Park Hotel (Bestland of Couer d Alene, LLC.) - Shriner s Hospital site (UC Davis Med Center) - St. Francis Terrace (Mercy Housing - California) - Sunriver Village Center (J & P Properties) - US Homes (All projects) REGULATORY COMPLIANCE AND/OR ASSISTANCE: - Homefed Bank - Imperial Savings & Loan - Resolution Trust Corporation (Newport Beach, Washington D.C., Atlanta) - Placer Savings Bank Mrs. Barnes has performed over 90 separate environmental reviews for REO properties located throughout California held by RTC as receiver for various institutions. She has also prepared substantial environmental opinions dealing with underground tanks, asbestos compliance, wetlands and endangered species habitat for these lenders, and regularly drafts and advises on internal policies and procedures manuals for asbestos containment. RESOURCE PRESERVATION AND EXPANSION -Browne Cattle Co. of California, Inc. [Yuba County, Bakersfield] -Chevreaux Concrete, a California corporation, and Chevreaux Aggregates, Inc., a California corporation [Placer County] Mrs. Barnes practice often involves on-going assistance in the management of agricultural and mineral resources both for ongoing businesses related to those resources and preserving existing and future development rights, especially where such family businesses span several generations and complex estate plans. Two representative examples are Browne Cattle Co., of California, Inc. and Chevreaux Concrete / Chevreaux Aggregates, Inc. In both cases, confirmation of historic mineral rights, predating zoning code enactments in the representative jurisdictions was essential to preserving primary assets of the business. In Browne Cattle, this involved successful quiet title of mineral rights reservations for the benefit of the company both in California and Nevada, as part of the partial conversion of family assets from cattle ranching to development and farming.
8 Page 8 In Chevreaux, the firm was involved in a five year multi-faceted representation, which required confirmation of Department of Conservation and Placer County vesting of both mineral rights, and operations-related use permits, assisting in the design of a resource preservation zone along the Bear River to mitigate the impacts of the long-term manufacturing of concrete, defending the company administratively against challenges by RWQCB, preparing carve outs of the batch plant for sale to third parties, re-valuation of the business assets for multi-level sale of mineral rights and the real estate, and defending the company s interests against litigation challenges to its rights to continued operations of the concrete plant, aggregate facility and asphalt plant. As a result of these successful strategies, the family assets were available for sale. LENDER CLIENTS: - Capitol Bank of Commerce - Empire of America Federal Savings Bank - Placer Savings Bank - Resolution Trust Corporation (RTC) - Seattle Funding Group - Wells Fargo Bank ESCROW LIABILITY AVOIDANCE / TITLE INSURANCE CLAIMS: - Amador Title Company - Continental Lawyer's Title Insurance Company - First Southwestern Title Insurance Agency - Placer Title Company - Sierra Valley Title Company PUBLIC AGENCY CLIENTS: - City of Colfax (Land Use Attorney, 2009 to Present) PROFESSIONAL GROUPS / SPEAKING ENGAGEMENTS: - CREW Sacramento - Foothills Forum - Select Conference on Industry Litigation [a joint California Building Industry Association/Building Industry Legal Defense Foundation program]
9 Page 9 EXPERT WITNESS: Legacy Land Company v. Longyear, O Dea & Lavra, et al. Sacramento County Superior Court, Case No. 05AS01187 [filed March 17, 2005] Retained by Hansen, Culhane, Kohls, Jones & Sommer, LLP in 2007 to act as expert witness in a legal malpractice case, specifically regarding vested rights issues. Don Frazier, et al. v. Patrick B. Greenwell, et al. Sacramento County Superior Court, Case No. 06AS02365 [filed June 8, 2006] Retained by Hansen, Culhane, Kohls, Jones & Sommer, LLP in 2007 to act as expert witness in a legal malpractice case regarding real estate. BIBLIOGRAPHY: PARTIAL LIST OF ARTICLES AND PRESENTATIONS (Many supplemented by later statute/case law) 1. Anti-Deficiency Laws Do Not Bar All Claims After Foreclosure 2. Agent Liability Breach of Fiduciary Duty Goes On and On 3. Appraiser Can Be Held Liable To Investors For Inaccurate Appraisal Report 4. Borrower Determined Entitled to Insurance Proceeds 5. Broker s Commissions 6. Brokers Note: Purchaser or Successor Liability for Contamination Cleanup Under CERCLA Limited 7. Buyer's Exercise of Right of First Refusal Need Not Be Identical to Terms of Competing Purchase Offer 8. Buyer's Failure in Lawsuit to Prove Diminution in Value of Property Permits Sellers and Realtors to Recover Attorneys Fees 9. California Cracks Down on Residential Mortgage Workout Consultants 10. California Streamlines Endangered Special Restrictions 11. California Supreme Court Recognizes a Partial Taking 12. City of Auburn Backs Down on Expansion of Historic Ordinance 13. City of Colfax s Sewer Lateral Ordinance Enforcement 14. Commission is Recoverable When Parties Negotiate Sale After Expiration of Signed Purchase Contract 15. Congress Moves Toward Revising the Endangered Species Act 16. Court Ruling Assists Investors 17. Current Trens re Foreclosure Forebearance Cases 18. Developers Dodge One CEQA Bullet, or Have We? 19. Effect of Perata Foreclosure Bill [SB1137] on REO Sale 20. Energy Benchmarking for Nonresidential Buildings 21. EPA Loses on Clean Air Act Regulation Enforcement 22. Environmental/Regulatory Streamlining 23. Environmental Wars - The Shingle Springs Band s Odyssey to the Use and Enjoyment of Its Own Sovereign Lands 24. Failure to Buy Title Insurance Can Be a Costly Mistake 25. Federal Appeals Courts Strike Blow for Common Sense
10 Page Homeowner Associations Restrictions are Valid and Enforceable 27. Listing Agreement Governs Rights to Commission 28. New Laws Beginning 2013 Affecting owners, Lenders, and Brokers 29. New Prohibition of Deficiency Claim Against Borrower Following Short Sale 30. Non-Judicial Foreclosure 31. Non-Refundable Deposit Deemed Invalid 32. Noise Ordinance 33. Placer County Conservation Plan Debate Memorandum with Attachments 34. Realtor Disclosures Re Short Sales The Never Ending Story 35. Realtor Not Liable for Non-Disclosure of Non-Conforming Use of Property 36. Remote Prior Owner of Property Can Face Exposure to Liability for Failure to Disclose 37. Second Lenders Face Large Risk in Foreclosure 38. Special Disclosures for Investments in Real Estate Deals Coming? 39. Thoughts on Transfers in Troubled Times 40. Title Policy May Not Cover Boundary Disputes 41. Wetlands Permitting Alert! 42. Wetlands Regulation Update 43. What Happened to Placer County s Inclusionary Housing Ordinance? 44. What Quantum Meruit Means in Commission or Real Property Services Disputes Whatever the Plaintiff Wants it to Mean 45. When is a Commission Due? Buyer s Broker Entitled to Commission when Buyer Entered into Buy-Sell Agreement