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HomeMy WebLinkAboutContracts & Agreements_68-1999_CCv0001.pdf AGREEMENT FOR CONSTRUCTION AND OPERATION OF A HOME IMPROVEMENT CENTER AND THE PROVISION OF UNRELATED OFF-SITE IMPROVEMENTS This AGREEMENT FOR CONSTRUCTION AND OPERATION OF A HOME IMPROVEMENT CENTER AND THE PROVISION OF UNRELATED OFF-SITE IMPROVEMENTS ("Agreement") is entered into this.12th day of July, 1999, by and between the CITY OF REDLANDS, a municipal corporation("City") and LOWE'S HIW, INC., a Virginia corporation("Developer") with reference to the following facts: A. Developer has entered into an agreement dated April 7, 1999 ("Purchase Agreement")to acquire certain real property in the City of Redlands, County of San Bernardino, State of California, which is depicted in the diagram attached hereto as Exhibit "A" and incorporated herein by reference("Property"). The Property is more particularly described on Exhibit "B" attached hereto and incorporated herein by this reference. B. The City has found that it is of substantial benefit to the City and its citizens for (1) the Property to be developed and operated by Developer as a home improvement store of not less than 156,000 square feet(including the garden center) and in a manner as typically operated by Developer in southern California("Home Improvement Center"), (2)the City to obtain certain construction covenants by Developer for the Property as a home improvement center, and(3) Developer's construction of certain unrelated off-site improvements which Developer contends have, over time, become necessary as a result of prior unrelated development in the area ("Improvements"); and that all such benefits constitute valid public purposes for the City's entry into and execution of this Agreement. 219726v13(7/6/99) C. In consideration for Developer's agreement to be bound by the construction covenants described herein, and for Developer's construction of the Improvements identified herein to be provided to the City, the City has agreed to make certain payments to Developer. The City and Developer agree that the amount of each City payment hereunder is a fair exchange for the consideration actually furnished to the City by Developer during each fiscal year of the City in which 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 the City be immediately indebted to Developer for the aggregate payment herein provided. D. Further, the purpose and intention of the City in making payments to Developer is (1) to induce Developer to construct, or cause to be constructed and operated, the Home Improvement Center on the Property so as to further encourage development of blighted areas of the City, the enhancement, well-being and safety of the citizens at large, the enhancement of local employment and the expansion of the City's tax revenue base; and (2) to obtain Developer's commitment to construct certain unrelated off-site improvements near the Property which Developer contends have become necessary as a result of prior and unrelated development in the area. 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 Developer agree as follows: 219"26v 13(7/6/99) 2 1. Construction and Operating Covenants. A. Contingent upon the close of escrow under the Purchase Agreement, Developer hereby covenants and agrees to construct and operate on the Property a Home Improvement Center as further described herein. The total useable square footage of the Home Improvement Center shall be not less than 156,000 square feet(including the garden center). B. Subject to events of force majeure as described in Paragraph 13 hereof, Developer shall use its good faith and commercially reasonable efforts to complete, or cause the completion of, the construction of the Home Improvement Center on the Property within twenty four(24) months following the close of escrow under the Purchase Agreement, as evidenced by the City's issuance of a Certificate of Occupancy for the building ("Completion of Construction"), and commence to operate, or cause to be commenced the operation of, the Home Improvement Center("Opening for Business"). C. During the operation of the Home Improvement Center, 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 operations located in southern California. In addition, Developer shall observe and comply with all Governmental Requirements, as that term is defined in Paragraph 5 hereof; provided, however,that Developer does not waive its right to challenge the validity or applicability of any such Governmental Requirements. D. As further consideration for the City's payments hereunder, Developer shall construct, or cause to be constructed, certain unrelated off-site Improvements which have, over time, become necessary as a result of prior and unrelated development in the area. The 219726N 13(7/6/99) 3 Improvements are identified in Exhibit "C" attached hereto and made a part of this Agreement by this reference. Developer acknowledges that the City's estimated costs for the construction of such Improvements by City would be, at a minimum, $400,000. The Improvements shall be constructed by Developer in accordance with the performance schedule attached hereto as Exhibit "D" and which is incorporated herein by this reference E. The foregoing four subparagraphs are hereinafter collectively referred to in this Agreement as the "Covenant." 2. 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, an amount equal to sixty percent(60%) of the Sales Tax Revenues generated by Developer as a direct result of its operation of the Home Improvement Center for the period commencing upon completion of the Home Improvement Center and continuing until Developer is paid the aggregate amount of Six Hundred Ninety One Thousand Seven Hundred Ninety Eight Dollars ($691,798). "Sales Tax Revenues" shall mean that portion of taxes derived and received by the City and legally available for unrestricted use by the City's General Fund from the imposition of the Bradley Burns Uniform Local Sales and Use Tax Law, commencing with Section 7200 of the Revenue i and Taxation Code of the State of California, as amended, arising from all business conducted on a 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 the City. The determination of the source of funds for the City's payments shall be in the sole and absolute discretion of the City. Developer acknowledges that the 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 219726x13(7%6199) 4 hereunder and as a means of computing the City's payment in consideration for the Covenant. It is acknowledged that the City's obligation to make the payments provided herein is specifically contingent upon receipt by the City of Sales Tax Revenues derived from operation of the Home Improvement Center. The City shall not be obligated to make any payments hereunder if Sales Tax Revenues are not received by the City with are derived from operations of the Home Improvement Center. Further, in no event shall the amount of payments hereunder exceed the amount of Sales Tax Revenues derived from such source in the year in which such payment is to be made. A. The City's payments to Developer hereunder shall be made semi-annually, on or before February 1 st and August 1 st 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 the Developer) during the applicable preceding semi-annual period (for sales occurring during the months of April through September- February 1 st payment and for the months of October through March- August 1 st payment) as confirmed by the report provided to the City by the State Board of Equalization and the sales tax returns filed by Developer for the Home Improvement Center. Developer, on its behalf and on behalf of its successors-in-interest, hereby waives its right to protect against disclosure the information contained in its sales tax returns(to comply with the terms of this Agreement) and further authorizes the release of such information to the extent necessary to comply with the terms of this Agreement. 219726x13(7%6199) 5 B. Notwithstanding any other provision hereof. in no event shall the total payments made by the City to Developer pursuant to this Agreement exceed the sum set forth in paragraph 2, above. C. It is acknowledged and agreed to by the City and Developer that any payments by the City shall only be made for those periods in which Developer is in compliance with the Covenant described herein. Therefore, the failure of the 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 the City to Developer beyond the date of such default. 3. Conditions Precedent. A. The obligation of Developer to construct and operate the Home Improvement Center and the Improvements, 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 soils for the development of the Home Improvement Center, and with all other aspects of the Property and Developer's contemplated use and development thereof. (2) Developer has acquired the Property. (3) Developer has secured approval from the City of all plans and specifications for the proposed construction of the Home Improvement Center and has been issued a building permit for the Home Improvement Center. 219726v 13(7116/99) 6 (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, the Developer's intended development or use thereof, or the City's payment obligations hereunder. B. The obligation of the City to perform its obligations is contingent upon satisfaction or written waiver by the City of each of the following: (1) Developer has secured approval from the City of all plans and specifications for the proposed construction of the Home Improvement Center and has paid all necessary fees to entitle Developer to the issuance of a building permit for the Home Improvement Center. (2) Developer shall have 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. (3) 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 paragraph 10. (4) Escrow has closed for the Property pursuant to the Purchase Agreement. 4. Defaults and Remedies. 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 Paragraph 2 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 219?26v 13(7/6/99) 7 benefit of creditors, or any adjudication that Developer is insolvent by a court, and failure of i Developer to cause such petition, appointment or assignment to be removed or discharged within sixty (60) days from the date of such adjudication. r. A. 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 said Default within thirty (30) days after receipt of i 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 said thirty (30) day period and thereafter diligently prosecutes such cure to completion. B. Failure to cure, as specified above, shall be a Default hereunder. Except as s provided in the paragraph immediately below, 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, the City shall not have the remedy of specific performance to enforce Developer's Default of the Covenant, or any portion thereof. 1' 5. Compliance With Governmental Requirements. Developer shall carry out the design, construction and operation of the Home Improvement Center 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, the City and any other political subdivision in which the Property is located, and of any other political subdivision, a agency or instrumentality exercising jurisdiction over the City, Developer, or the Property, including all applicable federal, state and local occupation, safety and health laws, rules, I19726v13(7,'6/99) 8 regulations and standards, applicable state and labor standards, applicable prevailing wage requirements, development standards (as they apply to the Home Improvement Center); building, plumbing, mechanical and electrical codes, as they apply to the Property and the Home Improvement Center, and all other provisions of the City, (as they apply to the Home Improvement Center), and all applicable disabled and handicapped access requirements, including, without the limitation, the Americans With Disabilities Act, (42 U.S.C. § 12101 et, seq.,) and the Unruh Civil Rights Act, Civil Code § 51 et, seq., ("Governmental Requirements"). Nothing in this paragraph 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. 6. Transfers of Interest in the Property or this Agreement. A. Prohibition. The qualifications and identity of Developer as the developer and operator of the Home Improvement Center are of particular concern to the City. Furthermore, Developer acknowledges and agrees that the City has negotiated the terms of this Agreement in contemplation of the development and operation of the Home Improvement Center and the Sales Tax Revenues to be generated by the operation of the Home Improvement Center on the Property by Developer, and no other entity. Accordingly, until the full amount of the City payments are made, no voluntary or involuntary successor in interest of Developer shall acquire any rights or powers under this Agreement; Developer shall not make any total or partial sale, lease, transfer, conveyance, assignment or subdivision of the whole or any part of the Property; and no other facility other than a Home Improvement Center shall be operated on the Property (collectively referred to herein as a "Transfer"), without the prior-written consent of the City, except as otherwise expressly set forth herein. 219726x13(7/6199) 9 B. Permitted Transfers. Notwithstanding any other provision of this Agreement to the contrary, the City's approval of a Transfer shall not be required in connection with any of the following: (1) Any Transfer to an entity or entities which controls, is controlled by, or is under common control with, Developer. (2) The conveyance or dedication of any portion of the Property to the City or other appropriate governmental entity, or the granting of easements or permits to facilitate construction of the Home Improvement Center. (3) Any Transfer to an entity or entities acquiring all or substantially all of the assets of Developer. (4) Any assignment for financing purposes, including the grant of a deed of trust to secure the funds necessary for land acquisition, construction and permanent financing of the Home Improvement Center. (5) Any Transfer in connection with a merger with or consolidation of Developer. In the event of a Transfer by Developer under subparagraphs (1)through(5) above not requiring the City's prior approval, Developer nevertheless agrees that at least thirty (30) days prior to such Transfer it shall given written notice to the City of such assignment and satisfactory evidence that the assignee has assumed in writing, through an assignment and assumption agreement, of all of the obligations of this Agreement except as to any Transfer described in subparagraphs (2) and (4) above. C. City Consideration of Requested Transfer. The City shall not unreasonably withhold approval of a Transfer made pursuant to this Paragraph 6, provided 1-19726v 13(716/99) 10 Developer delivers written notice to the City requesting such approval. Such notice shall be accompanied by sufficient evidence demonstrating the proposed transferee's operational qualifications and experience, and its financial commitments and resources, in sufficient detail to enable the City to evaluate the proposed assignee or purchaser pursuant to the criteria set forth in this Paragraph 6 and as reasonably determined by the City. The City may, in considering any such request, take into consideration such factors as (i)the quality of the proposed use, (ii) the compatibility of any new or replacement use with other uses then currently operated within and adjacent to the Property, (iii)the Sales Tax Revenues projected to be received from the Property, (iv) the substitute user's past performance as an operator of retail stores, and (v) the current financial condition of the substitute user, and similar factors. The City shall, in any event, be entitled to disapprove any substitute use(a)which generates more than fifty percent(50%) of its dollar volume of sales from goods which are exempt from sales and use taxes (for example, a grocery store), or(b) which is a swap meet or business which specializes in the sale of job lots, and/or damaged or distressed merchandise. The City shall be entitled to approve or disapprove such a request in its sole discretion. If the Transfer is disapproved, but Developer nevertheless effectuates the Transfer, then Developer shall be in Default for which City shall be entitled to the remedies contained herein. D. For Transfers requiring the City's consent, an assignment and assumption agreement in a form satisfactory to the City's legal counsel shall be required. Within thirty (30) days after the receipt of Developer's written notice requesting the City's approval of a Transfer, the City shall either approve or disapprove such proposed assignment or shall respond in writing by stating what further information, if any, the City reasonably requires in order to determine the request complete and determine whether or not to grant the requested approval. Upon receipt of 219726v13(7%6`99) 11 such a response, Developer shall promptly furnish to the City such further information as may be reasonably requested. 7. Notices. All notices under this Agreement shall be given in writing by personal delivery, or 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 rejection 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 any change its address by giving written notice thereof to the other in accordance with the provision of this paragraph: CITY: City Clerk City of Redlands P.O. Box 3005 Redlands, CA 92373 DEVELOPER: Lowe's HIW, Inc. 1203 School Street North Wilkesboro,North Carolina Attn: Legal Department: REO 8. Entire Agreement. This Agreement constitutes the entire agreement between the 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. 9. 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 attorneysfees. 219726v 13(716/99) 12 10. Indemnitv. Developer shall defend(with counsel of Developer's choosing), indemnity and hold harmless the City (and the City's Representatives) 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 and its contractors, agents and employees in connection with the construction of the Improvements (other than to the extent arising as a result of the City's negligence or willful misconduct); and (ii) any action or proceeding brought by any third party challenging the validity of any provision or the entirety of this Agreement. City shall fully cooperate in the defense of any such action(s) and shall provide to Developer such documents and records as are relevant to such action(s). Further, in the event an action is commenced by a third party challenging the construction or operation of the Home Improvement Center on the grounds that any permit, license or grant of entitlement to develop the Home Improvement Center should not have been issued or was issued without proper authority or adequate findings, the City shall, within ten(10) days after notice of such action, tender the defense thereof to Developer. Within ten (10)days after such tender, Developer shall notify City in writing whether Developer will defend and indemnify the City in such action. If Developer elects not to defend and indemnify City, City may, in its sole discretion, choose whether to defend such action or settle the same on such terms as it determines in its sole discretion and Developer shall have no obligation to defend or indemnify the City in connection with such action. If Developer elects to defend and indemnify the City in connection with any such action, Developer may settle such action on such terms as it determines in its sole discretion. Provided, however, in no event shall the indemnity obligations of the Developer 219726v 13(7/61199) 13 require the payment of money in excess of the attorneys fees and court costs which may be assessed against the City if the action is not successfully defended. 11. 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 the City, or their departments, commission, agencies and boards and the officers of the City, including without limitation, any redevelopment or general plan or any zoning ordinances, or any of the City's duties, obligations, rights or remedies thereunder or pursuant thereto or the general policy powers, rights, privileges and discretion of the City in the furtherance of the public health, welfare and safety of the inhabitants of the City, provided, however,that the City agrees not to take any action to frustrate or hinder the intent or effect of this Agreement. 12. Force Majeure. 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"). 13. Interpretation. In this Agreement the neuter gender includes the feminine and masculine, and singular number includes the plural, and the words "person" and "party" include 219726 13(17/6/99) 14 corporation, partnership, firm,trust, or association where the context so requires. The parties agree that each party and its counsel have reviewed and revised 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. 14. Time of the Essence. Time is of the essence of this Agreement and the parties' obligations under this Agreement. 15. Authority to Execute. The person or persons executing this Agreement on behalf of Developer warrant and represent that they have the authority to execute this Agreement on 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. 16. Release of City Officials. No member, official, agent, employee, or attorney of the City shall be personally liable to Developer, or any successor in interest of Developer, in the event of any default or breach by the 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 personally against the members, officials, agents, employees, consultants, or attorneys of the City with respect to any default or breach by the 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 Civil Code Section 1542, and hereby waives any and all rights thereunder to the extent of this release, if such Section 1542 is applicable California Civil Code Section 1542 provides as follows: 219726v 13(7/6!99) is "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 17. Headin s. The headings to the paragraphs of this Agreement have been inserted for convenience reference only and shall not,to any extent, have the effect of modifying, amending or changing the expressed terms and provisions of this Agreement. 18. 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, or in an appropriate municipal court in the County of San Bernardino, State of California. 19. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. 20. Successors and Assigns. The provisions of this Agreement shall be binding upon, and inure to the benefit of, the City and Developer and their successors and assigns as the case or context may require. 21. No Joint Venture. Nothing contained in this Agreement shall be construed to render the City in any way or for any purpose a partner,joint venture, or associated in any relationship with Developer, nor shall this Agreement be construed to authorize any Party to act as agent for the other. 22. Waiver. The waiver by the City, or Developer of any breach by the other Party of any term, covenant, or condition in this Agreement contained 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 Partv after the due date of such performance shall not be deemed to be a waiver by any Party or 219726x13(7;`5199) 16 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. [THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK] 219726v 13(7/6/99) 17 23. 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 (1) Agreement, binding on the parties hereto. IN WITNESS WHEREOF, the parties have execute this Agreement as of the date and year first written above. CITY: Dated:- July 12, 1999 THE CITY OF REDLANDS By: Wil iarn E. Cu gham, kkor ATTEST: City +CIek Dated: -/-7- q9 LOWE'S HIW, INC., a Virginia corporation By:----- Oftid E. Shelton Title: Senior Vice President '1197216v13(7i6199) 18 to EXHIBIT A 10 in M = _ VL U IL 1 CA fl14Alt + ---T— UDR W a.�. bad DOW ) r JERSEY t+ ---+— 3 TR€E �T•+ l . ® c it Ito 3r SOW r� ^ o i •+ y � 1 tai Ac. r ! 4 ~ Pk * ° $+ :an f T 4 w I � t O cum .�.', t� i W \ '• s i s � ! 10 WA Y W 1lftt► ! • i i,K` • Napbs : » atAQ�� fr r i kf t P �► ift fr b$�I • f� M , � 3 � � M M R _ w,� A t0o' •a' o CL 01 Q� y.. q • N ut - ALABAMA `••�— - — ro 1 a 40 ro :_Q LIllOJ2J3E7U WAdH.WrA q086:10 66, 21 83-� EXHIBIT B PARCEL.NO. 1: THE NORTHEAST 114 OF LAT OR BLOCK I1 OF BARTON RANCH, IN THE COUNTY OF SAN BERNARDINO,STATE OF CALIFORNIA.,AS PER MAT t RECORDED IN BOOK 6 OF MAPS,PAGE(S) 19, RECORDS OF SAID COUNTY. F.XFYI THAT PORTION DESCRIBED AS FOLLOWS: COAUAMC G AT TSE NORTHEAST' CORNER OF SAID LOT OR BLOCK 11; THENCE SOUTH ALONG THE EAST LINE OF SAID LAT,327 FEET FOR THE TRUE POINT OF BEGINNING,THENCE WEST 30 FEET; TIiEZ= SOUTH 15 FEET; THENM FAST 30 FEET; 11UME NORTH 15 FEET ALONG THE FAST LME OF SAID LAT TO THE POINT OF BEGMINGi. PARCEL NO. 2: AN UNDrMED 2J3RDS INTEREST IN THAT PORTION OF THE NORTIMAST 114 OF LOT OR BLOCK ii OF BARTOK RANCH, IN THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, AS PER FIAT RECORDED IN BOOK 6 OF MAPS, PAGE(S) 19, RECORDS OF SAID COUNTY, DESCRIBED AS FOLLOWS_ COMMENCING AT T'SE NORTHEAST CORNER OF SAID LOT OR BLOCK 11; THENCE SOUTH ALONG THE EAST LINE OF SAID LAT.327 FEET FOR THE TRUE POINT OF BE0244044;THENCE VAST 30 FEET; 17JE tCE SOUTH 15 FEET; THENCE EAST 30 FELT; THENCE NORTH 15 FEET ALONG THE EAST LTM OF SAM LOT TO THE POINT OF BEGINNING. THE NORTH 1/2 OF THE SOUTHEASr 14 OF BLOCK 11,BARTON RANCH,IN THE COUNTY OF SAN BERNARDINO,STATE OF CALIFORNIA,AS PER PLAT RECORDED IN BOOK 6 OF MAPS,PAGE(9) 19, RECORDS OF SAID COUNTY. /-/9*d UiODNM-ld NA8Hltl>i WdBE:10 66, 2Z H3d EXHIBIT C LOWE'S HOME IMPROVEMENT CENTER CRA 702 1 Construct traffic signal at Redlands Boulevard and Iowa Street. $125,000 2. Provide for adequate drainage facilities. Construct storm drain facilities as shown in the master plan drainage plan 4-18. $150,000 3. Underground all overhead off-site utility lines. $85,000 4. Install an 8-inch sewer main in Iowa Street from the south property line of the project to Redlands Boulevard as a condition of certificate of occupancy. $40,000 TOTAL $400,000 EXHIBIT D All improvements identified in Exhibit "C" shall be completed prior to Final Certificate of Occupancy.