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HomeMy WebLinkAboutContracts & Agreements_61-2017 Electronically Recorded in Official Records,County of San Bernardino 4/1912017 BOB DUTTON N 05 PM NC ASSESSOR RECORDER CLERK RECORDING REQUESTED BY J 367 City of Redlands Clerk AND WHEN RECORDED MAIL TO Doc# 2017-0163028 Titles 1 Pages 32 CITY CLERK Fees 00 Taxes 00 CITY OF REDLANDS other 00 P O BOX 3005 PAID 00 REDLANDS, CA 92373 FEES NOT REQUIRED PER GOVERNMENT CODE SECTION 6103 DEVELOPMENT INCENTIVE AND CONSTRUCTION AND OPERATION COVENANT AGREEMENT BY AND BETWEEN THE CITY OF REDLANDS AND REDLANDS FORD, INC Redlands Ford Page 1 1\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc This Agreement is made and entered into on this 18th day of April, 2017, by and between the City of Redlands (the "City") and Redlands Ford, Inc , doing business as Redlands Ford (the "Developer") City and Developer are sometimes hereinafter referred to as a "Party" and, together, as the "parties " RECITALS A Developer is the owner of approximately 5 6 acres of real property located in the City of Redlands, County of San Bernardino, State of California, which is depicted and more particularly described in Exhibit "A," which is attached hereto and incorporated herein by this reference (the "Property") Developer has invested approximately Four Million Eight Hundred Seventy Five Thousand Dollars ($4,875,000 00) in Developer funds for the acquisition of the Property and the installation of certain improvements to the Property as more fully described in the Scope of Development attached hereto as Exhibit "B," and incorporated herein by reference (the "Improvements") B City has found that it is of substantial benefit to City and its residents for (1) the Property to have been improved and continued to be operated by Developer as a retail automobile dealership in a "state of the art" manner as typically operated by newly improved automobile dealerships in California (the "Automobile Dealership"), and (2) City to obtain an operation covenant from Developer for the Property for the Automobile Dealership City has determined that these benefits constitute valid public purposes for City's entry into and execution of this Agreement C In consideration for Developer's agreement to be bound by the operation covenant described herein, City has agreed to make certain payments to Developer City and Developer agree that the amount of each City payment hereunder is a fair exchange for the consideration actually furnished to City by Developer during each fiscal year of City in which Redlands Ford Page 2 I\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharmg.doc such payment is made, that each City payment to be made hereunder has been calculated so that it will not exceed the resources available to make the payment, and further that in no event shall City be Immediately indebted to Developer for the aggregate payments herein provided D Further, the purpose and Intention of City in making payments to Developer is to compensate Developer for the construction of the Improvements upon the Property and to continue to operate the Automobile Dealership on the Property so as to further encourage development within City, enhance the well-being and safety of the residents at large, and enhance local employment and the expansion of City's tax revenue base NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and for such other good and valuable consideration, the receipt of which is hereby acknowledged, the City of Redlands and Redlands Ford, Inc agree as follows ARTICLE I SUBJECT OF AGREEMENT Section 1 01 Purpose of Aqreement The purpose of this Development Incentive and Operation Covenant Agreement (this "Agreement") is to effectuate the economic goals of City by providing an incentive for the development of the Property and operation of the Automobile Dealership thereon The improvement of the Property by Developer pursuant to this Agreement, and the fulfillment generally of the requirements of this Agreement, are in the vital and best interests of City and the health, safety and welfare of City's residents, and are in accord with the provisions of applicable federal, state and local law Redlands Ford Page 3 1\ca\dim\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc Section 1 02 Prohibition against change in Ownership, Manaqement and Control of Developer or Asslqnment of Aqreement A The qualifications and identities of the persons and entities comprising Developer are of particular concern to City It is because of these unique qualifications and identities of Developer that City has entered into this Agreement with Developer No voluntary or involuntary successor-in-interest of Developer shall acquire any rights or powers under this Agreement, except as expressly set forth herein B For purposes of this Agreement, a transfer of membership interests or shares of stock shall not constitute a change in ownership of Developer that will result in a violation of this Agreement or trigger approval rights of City so long as Steve Rous retains the ownership and voting rights of a majority of the outstanding shares of Developer's stock C Except as otherwise provided in this Agreement, Developer shall not assign all or any part of this Agreement, prior to the issuance of a Certificate of Occupancy by City for the Improvements to the Automobile Dealership, without the prior written approval of City which shall not be unreasonably withheld D Developer may, subject to the prior written approval of City, assign this Agreement to a separate development ownership entity which would assume all of the obligations of Developer hereunder Notwithstanding the foregoing, if the aforementioned separate development ownership entity is a limited liability entity (such as, without limitation, a limited partnership or limited liability company) in which Developer owns a majority of the voting and ownership interests, or a majority of the general partners' interests (an Approved Assignee"), no approval by City shall be required for such assignment, provided, however, in the event of a proposed transfer of any interest in such Approved Assignee whereby Developer would cease to own a majority of such shares of voting and ownership interests, or Redlands Ford Page 4 1\ca\dim\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharmg.doc general partners' interests (except as a result of transfer by inheritance), such transfer shall be deemed an assignment to which the prior written approval of City shall be required For purposes of this Agreement, there shall be considered to be no transfer and no prior written approval of City shall be required in the event any or all of Developer's Interests in the Approved Assignee are transferred from Developer provided such transferee trust shall hold the Interests subject to all of the provisions of this Agreement E Developer shall promptly notify City in writing of any and all changes whatsoever In the Identity of the persons and/or entities either comprising, or in control of, Developer, as well as any and all changes in the Interest or degree of the control of Developer by any such person and/or entity, of which Developer or any of its members, officers or shareholders has been notified or may otherwise have knowledge or Information This Agreement may be terminated by City if there is any significant or material change, whether voluntary or Involuntary, in membership, ownership, management or control of Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by City at the time of such change, prior to Issuance of the Certificate of Occupancy for the Improvements to the Automobile Dealership F Developer may, with prior written notice to City, but without City's consent, assign this Agreement to a subsidiary of Developer or to an entity with which the parent or subsidiary of Developer may merge or consolidate ARTICLE II DEVELOPMENT OF THE PROPERTY Section 2 01 Development by Developer A. The Improvements to the Automobile Dealership have been completed in Redlands Ford Page 5 I\ca\dim\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharmg.doc conformance with the Scope of Development, and any and all other plans, specifications and similar development documents required by this Agreement, except for such changes as were mutually be agreed upon in writing by and between Developer and City Certain entitlements and permits, pursuant to City's General Plan, Municipal Code and other laws, have been obtained by Developer for construction of the Improvements to the Automobile Dealership B Any revisions of the Scope of Development shall be required by another government agency or department having Jurisdiction over the development of the Property, Developer and City shall, to the extent consistent with law, cooperate in efforts to obtain waivers of such revisions, or to obtain approvals of any such revisions which have been made by Developer and have thereafter been approved by City City shall not unreasonably withhold approval of such revisions C Developer prepared and submitted development plans, construction drawings and related documents for the Improvements to the Property, consistent with the Scope of the Development, to City for review (including, but not limited to, architectural review of the exterior of the structures) The development plans, construction drawings and related documents have been submitted in two stages -- preliminary and final drawings (i e working drawings), plans and specifications Final drawings, plans and specifications are hereby defined as those which contain sufficient detail necessary to obtain a building permit from City D City approved any and all plans, drawings and documents submitted by Developer hereunder consistent with this Agreement E The cost of developing the Property and of constructing the Improvements to the Automobile Dealership, as set forth in the Scope of Development, has been borne by Developer Redlands Ford Page 6 1\ca\dim\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharmg.doc F Developer has, at its sole expense, cause to be prepared, and paid all fees pertaining to the review and approval of the Improvements to the Automobile Dealership by City, all required construction, planning and other documents reasonably required by City pertinent to the development of the Property, including, but not limited to, specifications, drawings, plans, maps, permit applications, land use applications, zoning applications and design review documents G Developer has completed all construction and development and undertaken all obligations and responsibilities of Developer within the time specified in the Schedule of Performance shown in Exhibit "C," which is attached hereto and incorporated herein by this reference, or within such reasonable extensions of such times as may have be granted by City ARTICLE III CONSTRUCTION AND OPERATING COVENANT Section 3 01 Covenant A Provided the regulations imposed on such construction by City or any other governmental entity are commercially reasonable (as determined by Developer in its sole and absolute discretion), and subject to events of force majeure as defined in Section 5 07 hereof, Developer has used its good faith and commercially reasonable efforts to complete, or cause the completion of, the Improvements to the Automobile Dealership on the Property all plans and specifications for the construction of the Improvements to the Automobile Dealership and issuance of a building permit for the Improvements to the Automobile Dealership, in accordance with Exhibits B and C hereof, and Developer shall operate the Automobile Dealership for a period of the later of ten (10) years after the issuance of a Certificate of Occupancy for the Improvements to the Automobile Dealership or the last date that City makes Redlands Ford Page 7 1\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc a payment to Developer pursuant to the Section 3 02 below To the extent that Developer hires any new employees for the Automobile Dealership during this period, Developer is required to exert its best efforts to hire employees that live in the City of Redlands B During the operation of the Automobile Dealership, Developer shall keep and maintain the Property, and all the Improvements thereon and all facilities appurtenant thereto, in a clean, sanitary and orderly condition free from debris, graffiti and waste materials and in good order, repair and safe condition consistent with comparable retail automobile dealership operations located in California In addition, Developer shall observe and comply with all Governmental Requirements, as that term is defined in Section 5 01 hereof, provided, however, that Developer does not waive its right to challenge the validity or applicability of any such Governmental Requirements C The foregoing two subparagraphs of this Section 3 01 are hereinafter collectively referred to in this Agreement as the "Covenant " Section 3 02 Consideration In consideration for Developer's agreement to be bound by the Covenant, City shall pay to Developer, in the manner provided in subparagraph "A" hereof, amounts equal to the following percentages of the Sales Tax Revenues received by City in each of City's fiscal years as a direct result of Developer's operation of the Automobile Dealership for the period commencing upon the Effective Date of this Agreement and continuing for ten (10) of City's fiscal years thereafter Years 1-5 fifty percent (50%) of the amount of Sales Tax Revenue received by City in excess of Three Hundred Sixty Two Thousand Four Hundred Fifty Five Dollars ($362,455 00) Years 6-10 twenty five percent (25%) of the amount of Sales Tax Revenue received by City in excess of Three Hundred Sixty Two Thousand Four Hundred Redlands Ford Page 8 1\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc Fifty Five Dollars ($362,455 00) City shall have no obligation to make any payment to Developer for any fiscal year in which the amount of Sales Tax Revenues received by City as a direct result of Developer's operation of the Automobile Dealership is less than or equal to Three Hundred Sixty Two Thousand Four Hundred Fifty Five Dollars ($362,455 00) City also shall have no obligation to make any combined payments to Developer that exceed the lower of Three Hundred Sixty Two Thousand Four Hundred Fifty Five Dollars ($362,455 00) or sixty six percent (66%) of the actual costs incurred by Developer for the construction of the Improvements as determined by a cost certification prepared after the issuance of a Certificate of Occupancy for the Improvements to the Automobile Dealership by a consultant selected by Developer and approved by City, which such approval shall not be unreasonably withheld "Sales Tax Revenues" shall mean that portion of taxes derived and received by City and legally available for unrestricted use by City's general fund from the imposition of the Bradley Burns Uniform Local Sales and Use Tax Law, commencing with Section 7200 of the California Revenue and Taxation Code, as amended, arising from all businesses conducted on the Property in accordance herewith from time to time, which are subject to such Sales and Use Tax Law The amounts due hereunder shall be payable from any source of funds legally available to City The determination of the source of funds for City's payments shall be in the sole and absolute discretion of City Developer acknowledges that City is not making a pledge of Sales Tax Revenues, or any other particular source of funds, the definition of Sales Tax Revenues, as used herein, is used merely as a measure of the amount of payment due hereunder and as a means of computing City's payment in consideration for the Covenant It is acknowledged that City's obligation to make the payments provided herein is specifically contingent upon receipt by City of Sales Tax Revenues derived from operation of the Automobile Dealership City shall not be obligated to make any payments hereunder if Sales Tax Revenues are not received by City which are derived from operations of the Automobile Redlands Ford Page 9 I\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Shanng.doc Dealership Further, in no event shall the amount of payments hereunder exceed the amount of Sales Tax Revenues derived from such source in the fiscal year in which such payment is to be made A City's payments to Developer hereunder shall be made semi-annually, on or before February 1st and August 1st of each year during the payment period described herein The amount of the payment due on each payment date shall be based upon the total Sales Tax Revenues received by City (less any State Board of Equalization adjustments that would have modified previous payments to Developer) during the applicable preceding semi-annual period (for sales occurring during the months of April through September - February 1st payment and for the months of October through March - August 1st payment) as confirmed by the report provided to City by the State Board of Equalization and the sales tax returns filed by Developer for the Automobile Dealership Developer, in its behalf and in behalf of its successors-in-interest, hereby waives its right to protect against disclosure of the information contained in its sales tax returns (to comply with the terms of this Agreement) and further authorizes the release of such information by City to the extent necessary to comply with the terms of this Agreement B It is acknowledged and agreed to by City and Developer that any payments by City shall be made only for those periods in which Developer is in compliance with the Covenant described herein Therefore, the failure of City to make any payments required by this Agreement because of any default by Developer in complying with the Covenant shall not cause the acceleration of any future payments by City to Developer beyond the date of such default Section 3 03 Conditions Precedent A The obligation of the Developer to construct the Improvements to the Automobile Redlands Ford Page 10 I\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc Dealership and operate the Automobile Dealership is contingent upon satisfaction or written waiver by Developer of each of the following 1 Developer is satisfied, in its sole and absolute discretion, with the condition of title to the Property, the suitability of the Property for the Improvements to the Automobile Dealership, and with all other aspects of the Property and Developer's contemplated use thereof 2 Developer owns the Property 3 Developer has secured approval from City of all plans and specifications for the proposed construction of the Improvements to the Automobile Dealership and has been issued a building permit for the Improvements to the Automobile Dealership 4 There is no litigation challenging the validity of any provision of this Agreement or that may have a material adverse effect on the Property, Developer's intended Improvements or use thereof, or City's payment obligations hereunder B The obligation of City to make payments to Developer is contingent upon satisfaction or written waiver by City of each of the following 1 Developer has title to the Property 2 Developer has secured approval from City of all plans and specifications for the proposed construction of the Improvements to the Automobile Dealership and has paid all necessary fees to entitle Developer to the issuance of a building permit for the Improvements to the Automobile Dealership Redlands Ford Page 11 I\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc 3 Developer has performed and complied in all material respects, with all agreements and covenants required by this Agreement to be performed or complied with by it within the time periods required hereunder 4 There is no litigation challenging this Agreement or the implementation hereof as to which Developer is not providing a defense and indemnity in accordance with Section 5 05 hereof ARTICLE IV DEFAULTS AND REMEDIES Section 4 01 Default The occurrence of any or all of the following shall constitute a default ("Default") under this Agreement 1 Developer's material Default, as hereinafter defined, of the Covenant 2 City's material Default, as hereinafter defined, of Section 3 02 hereof 3 The filing of a petition in bankruptcy by or against Developer or appointment of the receiver or trustee for Developer, or an assignment by Developer for the benefit of creditors, or any adjudication that Developer is insolvent by a court, and failure of Developer to cause such petition, appointment or assignment to be removed or discharged within sixty (60) days from the date of such adjudication Section 4 02 Cure In the event of any Default under the terms of this Agreement, the nondefaulting Party shall give written notice to the defaulting Party The defaulting Party shall commence and diligently thereafter pursue the curing of the Default within thirty (30) days after receipt of notice of such Default, provided, however, if such a cure cannot reasonably be completed within such thirty (30) day period, such failure shall not be a Default so long as such Party promptly commences a cure within the thirty (30) day period and Redlands Ford Page 12 1\ca\dlm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharmg.doc thereafter diligently prosecutes such cure to completion Section 4 03 Remedies Failure to cure, as specified above, shall be a Default hereunder Nothing herein is intended to limit or restrict whatever specific performance or other equitable remedies either party may have in accordance with applicable law, provided, however, that notwithstanding any other provision of this Agreement, City shall not have the remedy of specific performance to enforce Developer's Default of the Covenant, or any portion thereof ARTICLE V MISCELLANEOUS PROVISIONS Section 5 01 Compliance with Governmental Requirements Developer shall carry out the design and construction of the Improvements to the Automobile Dealership and the operation of the Automobile Dealership in substantial conformity with all applicable laws, ordinances, statutes, codes, rules, regulations, orders and decrees of the United States, the State of California, the County of San Bernardino, City and any other political subdivision in which the Property is located, and of any other political subdivision, agency or instrumentality exercising jurisdiction over City, Developer or the Property, including all applicable federal, state and local occupation, safety and health laws, rules, regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, development standards (as they apply to the Improvements to the Automobile Dealership), building, plumbing, mechanical and electrical codes, as they apply to the Property and the Improvements to the Automobile Dealership, and all other provisions of City (as they apply to the Automobile Dealership), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disabilities Act, (42 U S C ' 12101 et sec ) and the Unruh Civil Rights Act, Civil Code Section 51 et sec ( 'Governmental Requirements ) Developer hereby expressly waives and releases any and all rights it may have now, or in the future, to recover Redlands Ford Page 13 1\ca\djm\Agreements\Red lands Ford.Agreement Sales Tax Revenue Sharing.doc any costs or damages from City pursuant to California Labor Code section 1781 in the event that any governmental authority or any court classifies the construction of the Improvements to the Automobile Dealership, or any related improvements made to the Property by Developer, a "public work" as defined in Chapter 1 of Part 7 of Division 2 of the California Labor Code Developer makes this express waiver with full knowledge of California Civil Code section 1542 and hereby waives any and all rights thereunder to the extent of this waiver and release Civil Code section 1542 provides as follows "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor Nothing in this Section 5 01 shall be construed to require Developer to comply with any laws, regulations or standards which would not be applicable in the absence of this Agreement Section 5 02 Notices All notices under this Agreement shall be given in writing by personal delivery, by certified mail or registered United States Mail, return receipt requested, postage prepaid, or by facsimile and shall be deemed communicated when received if given by personal delivery or upon receipt or refection if mailed as provided above or upon receipt by facsimile on a business day during business hours in the location where received, and if not then on the next business day, as the case may be Mailed notices shall be addressed as set forth below, but either Party may change its address by giving written notice thereof to the other in accordance with the provision of this paragraph Redlands Ford Page 14 1\ca\dim\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc CITY DEVELOPER City Clerk Steve Rous, President City of Redlands Redlands Ford Inc P O Box 3005 1121 West Colton Avenue Redlands, CA 92373 Redlands, CA 92374 Section 5 03 Entire Aqreement This Agreement constitutes the entire agreement between City and Developer concerning the subject matter hereof, and supersedes all prior agreements and understandings whether written or verbal This Agreement may not be modified or amended except in a writing signed by the Parties hereto Section 5 04 Attorneys' Fees In the event any action is commenced to enforce or interpret any term or condition of this Agreement the prevailing Party in such action, in addition to any costs and other relief, shall be entitled to recover its reasonable attorneys' fees (including reasonable in-house counsel fees of City at the rate of $250 per hour) Section 5 05 Indemnity Developer shall defend (with counsel reasonably satisfactory to City), indemnify and hold harmless City, and its elected officials, officers, employees and agents from and against (i) any and all third party claims, losses, proceedings, damages, causes of action, liability, costs and expenses (including reasonable attorneys' fees) arising from or in connection with or caused by any act, omission or negligence of Developer or its contractors, agents and employees in connection with the construction of the Improvements to the Automobile Dealership (other than to the extent arising as a result of City's negligence or willful misconduct), (ii) any action or proceeding brought by any third party challenging the validity of any provision of, or the entirety of, this Agreement, and (iii) any action commenced by a third party challenging the construction of the Improvements of the Automobile Dealership Redlands Ford Page 15 I\ca\dim\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc or operation of the Automobile Dealership on the grounds that any permit, license or grant of entitlement for the Improvements to the Automobile Dealership should not have been issued or was issued without proper authority or adequate findings City shall fully cooperate in the defense of any such actions and shall provide to Developer such documents and records as are relevant to such actions Section 5 06 Police Power Nothing contained in this Agreement shall be deemed to limit, restrict, amend or modify, or to constitute a waiver or release of, any ordinances, notices, orders, rules, regulations or requirements (now or hereafter enacted or adopted and/or as amended from time to time) of City or its departments, commissions, agencies and boards and the officers of City, including without limitation, any general plan or zoning ordinances, or any of City's duties, obligations, rights or remedies thereunder or pursuant thereto or the general policy powers, rights, privileges and discretion of City in the furtherance of the public health, welfare and safety of the inhabitants of City, provided, however, that City agrees not to take any action to frustrate or hinder the intent or effect of this Agreement Section 5 07 Force Maieure Time for performance hereunder shall be extended by any period of delay caused by circumstances beyond the reasonable control of the Party claiming the delay despite the Party's diligent efforts, other than financial ability, provided the Party claiming the delay provides written notice to the other Party within a reasonable period following commencement of any such circumstances which circumstances shall include, without limitation, fire/casualty losses, strikes, litigation, unusually severe weather, inability to secure necessary labor, materials, or tools, environmental remediation, including governmental review and processing of environmental remediation, delays of any contractor, subcontractor or supplier, delay caused by the other Party, and acts of God (collectively, "Force Majeure") Section 5 08 Interpretation In this Agreement the neuter gender includes the feminine and masculine, and the singular number includes the plural, and the words "person" Redlands Ford Page 16 1\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharmg.doc and "Party" Include corporation, partnership, firm, trust or association where the context so requires The Parties agree that each Party and Its counsel have reviewed this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not apply in the interpretation of this Agreement or any amendments or exhibits to this Agreement Section 5 09 Time of the Essence Time is of the essence of this Agreement and the Parties' obligations under this Agreement Section 5 10 Authority to Execute The person or persons executing this Agreement in behalf of Developer warrant and represent that they have the authority to execute this Agreement in behalf of its corporation, partnership or business entity and warrant and represent that they have the authority to bind Developer to the performance of its obligations hereunder Section 5 11 Release of City Officials No elected official, officer, employee or agent of City shall be personally liable to Developer, or any successors-in-Interest of Developer, In the event of any default or breach by City or for any amount which may become due to Developer or its successors, or on any obligations under the terms of this Agreement Developer hereby waives and releases any claim it may have against the elected officials, officers, employees and agents of City with respect to any default or breach by City or for any amount which may be come due to Developer or its successors, or on any obligations under the terms of this Agreement Developer makes such release with full knowledge of California Civil Code section 1542, and hereby waives any and all rights thereunder to the extent of this release Civil Code section 1542 provides as follows "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, Redlands Ford Page 17 1\ca\d7m\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharmg.doc which if known by him or her must have materially affected his or her settlement with the debtor " Section 5 12 Headinqs The headings to the sections of this Agreement have been inserted for convenience only and shall not, to any extent, have the effect of modifying, amending or changing the expressed terms and provisions of this Agreement Section 5 13 Venue In the event of any litigation under this Agreement, all such actions shall be instituted in the Superior Court of the County of San Bernardino, State of California, in an appropriate municipal court in the County of San Bernardino, State of California Section 5 14 Applicable Law This Agreement shall be governed by and construed in accordance with the laws of the State of California Section 5 15 Successors and Assigns The provisions of this Agreement shall be binding upon, and inure to the benefit of, City and Developer and their successors and assigns as the case or context may require Section 5 16 No Joint Venture Nothing contained in this Agreement shall be construed to render City in any way, or for any purpose, a partner, joint venturer, or associated in any relationship with Developer, nor shall this Agreement be construed to authorize any Party to act as an agent for the other Section 5 17 No Third Party Beneficiaries No provision, term or condition of this Agreement is intended to, nor shall be construed as conferring any benefit to, any third party, person or entity Redlands Ford Page 18 I\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharmg.doc Section 5 18 Notice of Recordation This Agreement and any amendment hereto shall, within ten (10) days of execution by the Parties, be recorded in the Official Records of the County of San Bernardino by the City Clerk for City Section 5 19 Waiver The waiver by City or Developer of any breach by the other Party of any term, covenant or condition contained in this Agreement shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained Any Party's acceptance of any performance by the other Party after the due date of such performance shall not be deemed to be a waiver by any Party or any preceding breach by the other Party of any term, covenant or condition of this Agreement, regardless of such Party's knowledge of such preceding breach at the time of acceptance of such performance Section 5 20 Counterparts This Agreement may be executed and acknowledged in multiple counterparts each of which shall be deemed an original, but all of which shall constitute one Agreement, binding on the Parties Redlands Ford Page 19 1\ca\dim\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first written above CITY OF REDLANDS REDLANDS FORD, INC , dba REDLANDS FORD By- Paul W Foster, Mayor W S Steve Rojas, President ATTEST 4� anne Donaldson, ill,1 11 . 11, Redlands Ford Page 20 1\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness,accuracy,or validity of that document State of California ) County of On �- pr i \ 1c1 l� before me, C� C� t✓41{v� r U" �� l Date Here Insert Name and Title of the Officer i personally appeared Name(s) of Signer(s) who 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 tae78he/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 I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph DIANA RAIN is true and correct Notary Public California z WITNESS my hand and official seal San Bernardino County Z Z Commission#r 2175775 F My Comm Expires Dec 16 202011 Signature Signature of Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this Information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attache ument Title or Type of Document Document Date \'®o Number of Pages Signer(s) Other Than Named Above \� Capacity(ies) Claimed by Signer(s) Signer's Name Signer's e ❑ Corporate Officer — Title(s) ❑ Corporate O r — Title(s) ❑ Partner — ❑ Limited ❑ General ❑ Partner — ❑ Limi ❑ General ❑ Individual ❑Attorney in Fact ❑ Individual ❑Atto in Fact ❑Trustee ❑ Guardian or Conservator ❑Trustee ❑Guardian Conservator Ll Other ❑ Other Signer Is Representing Signer Is Representing ©2016 National Notary Association www National Notary org • 1-800-US NOTARY(1-800-876-6827) Item #5907 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy,or validity of that document State of Cal rnia ) County 11 h°t"if%"r 0 ) On t . fl' ( 1 1 1 before me, c ct_CA-A. t() r lv(�+zi rL31 A C Date He Insert Name anb Title of the-0 cer personally appeared 16 Cx_ Name(s) of Signer(s) who proved to me on the basis of satisfactory evidence to be the person(° whose name( is/ara-- subscribed to the within instrument and acknowledged to me that he/sir executed the same in his/her/ rr-authorized capacity(tes , and that by his/he64heir signature on the instrument the person; or the entity upon behalf of which the persona acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct WITNESS my hand and official seal TRACEY MOOPER C_ _1 Signa uce . ' )tre Commission#2030505 Sig aof Notary ublic Notary Public California San Bernardino County My Comm ExoJW 20, 2017 f 11 i I P ' ' I '�IIU .i ii iiilJll i III° 1 Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Dcument Title or Type of Documen !` 9oi` -t1 n x t-t�/C0 i! t) C1 �1 'y Document Date tt Number of Pages i f 8, eat Signer(s) Other Than Named Above 1) Capacity(ies) CI ped by Si er(s) Signer's Nam rl 6 Signer's Name Corporate Officer — Title(s) N� -C,4044 Corporate Officer — Title(s) Partner — Limited 1 General Partner — Limited :_] General Individual Attorney in Fact Individual Attorney in Fact Trustee Guardian or Conservator Trustee Guardian or Conservator Other _ Other Signer Is Represents g n_ j l n "A-,- rr-t Signer Is Representing 02015 National Notary Association www NationalNotary org - 1 800 US NOTARY(1 800 876 6827) Item#5907 Exhibit "A" LEGAL DESCRIPTION Real property In the City of Redlands, County of San Bernardino, State of California, described as follows PARCEL A THAT PORTION OF THE NORTHWEST 1/4 OF BLOCK 27, MAP OF THE BARTON RANCH, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER PLAT RECORDED IN BOOK 6, PAGE 19 OF MAPS, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS COMMENCING AT THE CENTER LINE INTERSECTION OF TENNESSEE STREET AND COLTON AVENUE, THENCE EAST ALONG THE CENTER LINE OF COLTON AVENUE, 290 50 FEET TO THE TRUE POINT OF BEGINNING, THENCE SOUTH 0°41' 45" EAST 19125 FEET, THENCE SOUTH 0° 27EAST 118 01 FEET TO THE NORTHEAST CORNER OF THE LAND CONVEYED TO ALICE K THOMERSON, BY DEED RECORDED APRIL 10, 1952 IN BOOK 2930, PAGE 164, OFFICIAL RECORDS, THENCE SOUTH ALONG THE EAST LINE OF THE LAND SO CONVEYED TO ALICE K THOMERSON AND THE EAST LINE OF THE LAND CONVEYED TO HOWARD TORKELSON AND WIFE, BY DEED RECORDED JULY 18, 1951 IN BOOK 2795, PAGE 584, OFFICIAL RECORDS, 35105 FEET TO THE SOUTH LINE OF THE NORTHWEST 1/4 OF SAID BLOCK 27, THENCE EAST ALONG SAID SOUTH LINE 370 7 FEET, MORE OR LESS, TO THE SOUTHEAST CORNER OF SAID NORTHWEST 1/4, THENCE NORTH ALONG THE EAST LINE OF SAID NORTHWEST 1/4 660 FEET, MORE OR LESS, TO A POINT IN THE CENTER LINE OF AFORESAID, COLTON AVENUE, THENCE WEST ALONG SAID CENTER LINE 369 5 FEET, MORE OR LESS, TO THE TRUE POINT OF BEGINNING EXCEPTING THEREFROM THE NORTH 4125 FEET LYING WITHIN COLTON AVENUE APN 0169 111 14-0-000 PARCEL B THAT PORTION OF BLOCK 27,AS SAID BLOCK IS DESIGNATED AND DELINEATED ON THAT CERTAIN MAP OF THE BARTON RANCH, IN THE CITY OF REDLANDS, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, RECORDED IN BOOK 6, PAGE 19 OF MAPS, SAN BERNARDINO COUNTY RECORDS, DESCRIBED AS FOLLOWS BEGINNING AT A POINT IN THE CENTER LINE OF COLTON AVENUE, SAID POINT BEING 179 50 FEET EASTERLY OF THE INTERSECTION OF THE CENTER LINE OF COLTON AVENUE WITH THE CENTER LINE OF TENNESSEE STREET, THENCE SOUTH 0°41'45" EAST, 19125 FEET ALONG A LINE PARALLEL WITH SAID CENTER LINE OF TENNESSEE STREET, THENCE EASTERLY 11100 FEET ALONG A LINE PARALLEL WITH SAID CENTER LINE OF COLTON AVENUE, THENCE NORTH 0°41 45"WEST 19125 FEET ALONG A LINE PARALLEL WITH SAID CENTER LINE OF TENNESSEE STREET TO SAID CENTER LINE OF COLTON AVENUE, THENCE WESTERLY 11100 ALONG LAST SAID CENTER LINE TO THE POINT OF BEGINNING EXCEPTING THEREFROM THE NORTHERLY 44 FEET THEREOF LYING WITHIN COLTON AVENUE APN 0169-111-10-0-000 Redlands Ford Page 21 1\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc PARCEL Bl AN EASEMENT, IN AND TO, OVER AND ACROSS, A STRIP OF LAND 20 FEET WIDE DESCRIBED AS FOLLOWS BEGINNING AT A POINT IN THE CENTER LINE OF COLTON AVENUE, SAID POINT BEING 179 50 FEET EASTERLY OF THE INTERSECTION OF THE CENTER LINE OF COLTON AVENUE WITH THE CENTER LINE OF TENNESSEE STREET, THENCE SOUTH 0° 41 45' EAST 19125 FEET ALONG A LINE PARALLEL WITH SAID CENTER LINE OF TENNESSEE STREET TO THE TRUE POINT OF BEGINNING, THENCE WESTERLY 99 50 FEET ALONG A LINE PARALLEL WITH SAID CENTER LINE OF COLTON AVENUE TO A POINT IN THE EAST LINE OF THE PROPERTY CONVEYED TO THE CITY OF REDLANDS, A MUNICIPAL CORPORATION, BY DEED RECORDED DECEMBER 28, 1954 AS INSTRUMENT NO 178 IN BOOK 3535, PAGE 260 OF OFFICIAL RECORDS, THENCE NORTH 0°41'45"WEST 20 FEET ALONG THE EAST LINE OF THE LAND CONVEYED TO THE CITY OF REDLANDS, THENCE EASTERLY 99 50 FEET ALONG A LINE PARALLEL WITH THE SAID CENTER LINE OF COLTON AVENUE TO A POINT NORTH 00 41, 451,WEST 20 FEET FROM THE TRUE POINT OF BEGINNING,THENCE SOUTH 0°41' 45" EAST 20 FEET TO THE TRUE POINT OF BEGINNING Redlands Ford Page 22 1\ca\djm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Shanng.doc EXHIBIT "B" SCOPE OF DEVELOPMENT Redlands Ford Page 23 1\ca\dj m\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharing.doc :)op-3uiieqS anU@A@-d XPL SOJES JUaMa@l2V-PlO3 SpUejpad\SjU@W@a.12V\W!P\e:)\I VZ @.2ud PJ0J SPUEIP@d t IE "" U Eli 0 al -I., 11 " I will 5 1 f io d II ay I-Lil" 'l, II II ii II Ar' -'-"� JT! vI W 8,IRICKLER DESIGN REDLANDS FORD JL �m= :)op-2uueqS @nU@A@d XBL S@113S IU@Wa@12V'PIOA SpUejpaU\SjU@Wa@l2V\W(p\u:)\I SZ @2Bd p-ioj spuelpld -------------- -— —-—-—-— —-—-- L; Iv L=7 4 ------------ ---------------------- r ffi Z72; Sgl� zl- A.W.STRICKLER DE�proN RED777M NDS FORD aop•2uuutjS annanad xey SateS Iuawaa12yp.Io,J Spueipajl\s;uamaa.a-�y\wtp\ea\I 9Z a-2Ed p.zod SpuelpaH - - i a Z " i F « -� �� IIIb F a smiv•.�r« A W!iTRICKLER DEiIGN "s w gl nl_ REDLaNDSFDRD i,i A. :)op-2uueqS @nUaA@d XUJ SOJES JUaWaaJ5V'pJ0A SpUEjpa2l\SlU@LU@@l2V\W!P\u:)\I LZ aged P-109 SPuelMd ------- LIE iH- L 71 PER If 0 pr it -rT,l S. It il N b jr �N J On ff 41 - I Ir J� D FTF!1�3131GN4Mr !QW RICKLE n, eds LANDS FOR RE' »F2;cy«emislq» @12 y,,eSpU rp+a@LUaaI \( \rte! BZ 02Bd °§ SP©eIMd ] | � �. \, K ƒ ( \ - h E; - � � i _a mcg__,G� . m, , _ 2�l�}/ _ � A ■ � � �| rD L9 ID EM 4df It E3 CL Mir -."M=Rv- P- � III �� I I I A � � �� � , � �r � , t�.rA > qs- ID rD j4L fD --7 II cn (D 4-74r-V 41 Obi _L133 LFFT IMPT Jyj-, T� LWwork 1.11 lelt EXHIBIT "C" SCHEDULE OF PERFORMANCE The Developer has secured approval from the City of all plans and specifications for the construction of the Improvements to the Automobile Dealership and a building permit has been issued for the Improvements to the Automobile Dealership Developer shall use its good faith and commercially reasonable efforts to complete, or cause the completion of, the Improvements to the Automobile Dealership on the Property within twelve (12) months after the approval from the City for this Agreement Redlands Ford Page 30 1\ca\dlm\Agreements\Redlands Ford.Agreement Sales Tax Revenue Sharmg.doc