The URL can be used to link to this page

Home My WebLink About10-Development Services . . . ~(Q)~W CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: James Funk, Director Subject: Development Code Amendment No. 01-05 - To expand the permitted uses at the Carousel Mall. Dept: Development Services Date: October 2, 200 I MCC Date: October 15,2001 Synopsis of Previous Council Action: 09/04/0 I. The Mayor and Common Council referred back to the Planning Commission for reconsideration. Recommended Motion: That the hearing be closed, the first reading be waived, and the ordinance be laid over for final adoption. ~~~ Contact person: Valerie C. Ross 384.5057 Phone: Supporting data attached: Staff Report, Ordinance 1 and 3 Ward: FUNDING REQUIREMENTS: Amount: N/A Source: (Acct. No.) (Acct. Description) Finance: Council Notes: freu(ClJ~ ](:)115(01, 4l "5 Agenda Ile PIG ;)/'-f /0/ . . . ~ CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT SUBJECT: Development Code Amendment No. 01-05 Mayor and Common Council meeting of October 15, 2001. ADDlicant: Sam Catalano Central City Company 295 Carousel Mall San Bernardino, CA 92403 909.884.0106 REQUEST A request to amend the Development Code to expand the range of permitted uses in the CR-I, Commercial Regional-Malls land use district. The CR-I district includes both Carousel Mall and Inland Center Mall. Although not specifically requested by Inland Center Mall, this amendment would allow the same uses at that location. Objective 1.3 of the General Plan addresses the provision of region-serving uses for commercial retail, governmental, corporate office, hotel and convention, entertainment, cultural, educational, and similar uses. The CR-2, Commercial Regional-Downtown district permits a wide range of uses, while the CR-I is more limited in the non-retail uses. Carousel Mall is seeking to expand the range of permitted uses to include more non-retail uses. On September 4, 2001, the Mayor and Common Council referred the application back to the Planning Commission for reconsideration. At their meeting of September 18, 200 I, the Planning Commission reconsidered the application and recommended that the Mayor and Common Council approve the Development Code Amendment. Commissioners Coute, Durr, Enciso, Lockett, Thrasher, and Welch voted in favor of the motion, and Commissioner Garcia abstained. Commissioners Derry, Ramirez, and Sauerbrun were absent, and there were no "no" votes. Refer to the Planning Commission staff report dated August 7, 200 I for a more detailed discussion. BACKGROUND INFORMATION In 1970, the City, the Redevelopment Agency, and the Mall entered into a Reciprocal Easement Agreement (REA). Among other things, the REA addresses permitted uses within the Carousel Mall. 2 . . . On September 27,2001, planning staff met with representatives from the City attorney's Office, Economic Development Agency, and the Agency's special counsel. It was determined that potential issues or concerns related to the REA were separate from the proposed Development Code Amendment, and that the amendment should be able to proceed to the Mayor and Common Council for a determination. FINANCIAL IMPACT The applicant paid all Development Code Amendment application fees. The Economic Development Agency owns the parking lots and parking structure. The City and EDA have responsibilities for the maintenance and security of the parking lots and structure and portions of Carousel Mall. A change in land use away from retail to non-retail type uses will impact the parking. Also, the need and cost for maintaining and providing security are likely to be impacted. A potential positive impact is that non-retail employees and business clients, and students are likely to shop at the remaining stores and restaurants in the mall and adjacent business district. RECOMMENDATION Staff recommends that the Mayor and Common Council approve the Development Code Amendment based on the Findings of Fact in the Planning Commission staff report. Exhibits: I 2 Planning Commission Staff Report dated August 7, 2001 Ordinance 3 . . . EXHIBIT 1 SUMMARY CITY OF SAN BERNARDINO PLANNING DIVISION CASE: AGENDA ITEM: HEARING DATE: WARDS: Development Code Amendment No. 01-05 2 August 7, 2001 1&3 APPLICANT Sam Catalano Central City Company 295 Carousel Mall San Bernardino, CA 92403 909.884.0106 REQUESTILOCATION: A request to amend the Development Code to expand the range of permitted uses in the CR-I, Commercial Regional-Malls land use district. CONSTRAINTS/OVERLA YS: 1tI None ENVIRONMENTAL FINDINGS: o Not Applicable o Exempt, Section_ 1tI No Significant Effects o EIR STAFF RECOMMENDATION: 1tI Approval o Conditions o Denial o Continuance to: . . . Deve/opment Code Amendment No. 0/-05 Meeting Date: August 7. 200/ Page 20f7 PROJECT DESCRIPTION AND LOCATION The applicant requests approval to expand the range ofland uses pennitted in the CR-I, Commercial Regional-Malls land use district for the Carousel Mall. The CR-l district includes both Carousel Mall and Inland Center Mall. (Attachment A.) The Development Code per:mits a wide range of retail uses with a more limited range of non-retail uses. The requested uses are addressed under Analysis. BACKGROUND When the General Plan was updated in 1989, it identified various areas of the City suitable for regional-serving uses. The malls were designated as CR-l, while the downtown area adjacent to the Carousel Mall was designated CR-2. Objective 1.3 of the General Plan addresses the provision of region-serving uses for commercial retail, governmental, corporate office, hotel and convention, entertainment, cultural, educational, and similar uses. The CR-2, Commercial Regional-Downtown district pennits a wide range of uses, while the CR-l is more limited in the non-retail uses. Carousel Mall, faced with changing market conditions, is seeking ways to bring in uses that complement its existing uses and its downtown location, consistent with the surrounding CR-2 district. It currently has some office-type tenants, permitted in the CR-l land use district, and wishes to expand the range of non-retail uses. (Attachment 8.) Carousel Mall is essentially a fully developed site. This amendment would not likely result in additional construction activities, but would allow fuller utilization of the existing building and facilities. Although not specifically requested by Inland Center Mall, this amendment would allow the same uses at that location. ANALYSIS The additional uses are listed below, along with staffs recommendations. Auto Reoair As noted in Attachment B, Carousel Mall has two auto centers built as ancillary uses to former department stores. Although auto repair is not a permitted use in the adjacent downtown area, staff recommends that it be permitted in the CR-l, subject to a conditional use pennit. Auto repair includes bodywork, including painting, and engine repair. Limited auto repair activities such as lube and tune would not negatively impact the surrounding land uses, but intensive repair activities might. A conditional use pennit would allow the imposition of appropriate conditions to ensure compatibility. Health Clinics/Outoatient Surgerv These uses are similar to dentist and optometrist services found in many malls and they function similar to uses pennitted in the administrative and professional offices/services category. . . . Development Code Amendment No. 01-05 Meeting Date: August 7. 200/ Page Jof7 Although the parking demand is frequently higher, Carousel MaIl has adequate parking to accommodate this category of use in conjunction with its other existing and potential tenant uses. Outoatient - Treatment Prol!rams This land use activity includes drug and alcohol treatment programs. Staff does not believe this would be appropriate at this location and does not support this request. If the Planning Commission and Mayor and Common Council wish to aIlow it, staff would recommend that a conditional use permit be required. Laboratories Laboratories include, but are not limited to, film, medical and dental, and R & D. These activities are compatible with administrative and professional office uses. Staff supports this request. Clubs. Lodges and Meeting HaIls This category generaIly includes service organizations, with public and private membership. These uses would be compatible with the existing and future maIl tenants. Staff supports this request. Educational Services and Trade!rech Schools The two categories are similar with educational services geared more toward traditional classroom activities and trade/tech geared toward "hands-on"learning activities. However, many trade/tech schools nowadays include learning activities in a classroom setting. Staff supports this request. Mixed Use Mixed use, by definition, includes residential. Staff does not believe residential uses are . appropriate, and does not support this request. Radiorrelevision Broadcasting Staff supports this request. Religious Facilities Staff does not believe that churches or similar facilities are best located at Carousel MaIl, but does not oppose the request. . . . Development Code Amendment No. 01-05 Meeting Dote: August 7. 2001 Page4of7 DEVELOPMENT CODE FINDINGS 1. Is the proposed amendment consistent with the City's General Plan? General Plan Policy 1.15.10 states: "Permit and encourage the intensification of the Central City (Carousel) and Inland Center Malls and adjacent properties designated as Commercial Regional Retail (CR-I) for region-sming commercial, entertainment, restaurant, supporting retail, professional offices and similar uses." Yes, the proposed amendment would allow additional similar, supporting uses. 2. Will the proposed amendment be detrimental to the public interest. health. safety. convenience. or welfare of the City? No, all proposed uses would only be established in the existing Carousel MalI and ancillary auto service buildings. Interior alterations to accommodate these uses or those already permitted, are subject to applicable building code requirements. CONCLUSION The requested amendment to allow auto repair, health clinics/outpatient surgery, laboratories, clubs, lodges, and meeting halls, educational services, radio/television broadcasting, religious facilities, and trade/tech schools, meets all necessary Findings of Fact for approval. RECOMMENDATION Staff recommends the Planning Commission recommend that the Mayor and Common Council approve Development Code Amendment No. 01-05, as modified. Respectfully Submitted, ~!~ Director of Development Services V d.hA)v U. 1<1#- Valerie Ross City Planner Attachments A Location Map B Letter from Sam Catalano C Proposed Changes ,,~ ,.,,: .. ,- . , .. .,. ATTACHMENT A CITY OF SAN BERNARDINO PROJECT: DCA 01-05 PLANNING DIVISION LOCATION MAP LAND USE DISTRICTS HEARING DATE: 8/7/01 u NORTH JUW, jO JI ~: - - T . - LO f) I ML[~ . . . ~~ ATTACHMENT "B" ~~ ,,'.. ; ~ ~tr; I.f: -' { -,,,, March 9. 2001 Ms. Valerie Ross Principal Planner Development Services 300 North "0" Street, 3rd Floor San Bemardino, CA 92418 RE: Development Code Amendment for the Downtown CR-1 District Dear Valerie: Based on our previous conversations, I have prepared an application to request an amendment of the Development Code to allow additional uses that are currently not permitted uses within the CR- 1 District. Prior to the last major revision of the City's General Plan and the adoption of the City of San Bemardino Development Code about 10 years ago, the mall was zoned C-4 Regional Commercial, which permitted all of the uses in all of the other commercial zoning districts in the City. The mall was developed and operated in accordance with the adopted Redevelopment Plan and that zoning district for almost 18 years. With the advent of the new Development Code, the mall was designated a CR-1 (Commercial Regional Malls) District. Certain uses that were previously permitted were deleted from the permitted uses in the CR-1 District, but many of those were allowed in the CR-2 (Commercial Regional Downtown) District. For example, the mall was developed with, and there still exists, two automotive centers. One formerly operated by JCPenney and then Firestone, and one operated until the current time by Montgomery Ward. It is not clear to me from the current list of permitted uses in the CR-1 District that the auto repair work that these automotive centers were designed for . would be permitted. Also, educational uses are not listed as a permitted use in the CR-1 District, yet are permitted in the surrounding zoning districts. Much time has passed since the last major amendment of the General Plan and the adoption of the Development Code. The market area has changed, and in particular, Carousel Mall's position in the market has changed dramatically in that time. The mall needs to change with the times and move to a mix of uses that is compatible with the mall's design and with the downtown area In which it is located. It is really a commercial regional malVdowntown district that is appropriate to the future of the mall. I have reviewed Table 6.01 in Section 19.06.020 "Permitted, Development Permitted, and Conditionally Permitted Uses., and believe that the following uses should be permitted in the CR-1 District to allow us to move towards a mixed-use project that will be compatible with the balance of the downtown area. . . . ~;'::'.: "::,;,,,"", .;.\_:~..,,\o~, . Section B3 Auto Repair. In order to make the existing auto centers viable for re-use, auto repair must be allowed. (These could possibly become teaching facilities for auto repair work.) . Section G3 Health Clinics/Outpatient Surgery. . Section G5 Outpatient-Treatment Programs. . Section J5 Laboratories. . Section K4 Clubs, Lodges and Meeting Halls. . Section K7 Educational Services. . Section K13 Mixed Use. . Section K22 RadiolTelevision Broadcasting. . Section K23 Religious Facilities. . Section K27 TradelTech Schools. I think that the best way to do this would be to add to the CR-1 District in the downtown area all the uses permitted in the CR-2 District, plus auto repair, outpatient treatment programs and educational services. I think that all of these uses would certainly be compatible with both the City's and our goals for the future development of the mall, and with the surrounding land uses. Please let me know if you see any problems with this request so that I can adjust the application to minimize any potential conflicts with your planning goals for the downtown area. Please keep in mind that all of these uses would occur within an existing building complex, indoors with no new construction other than interior tenant improvement work. Also, please note that your site plan checklist seems to be primarily designed for new construction, which is not applicable in this case. Also, the Redevelopment Agency owns the entire parking area and public access portions of the mall, and we do not have the detailed plans that are requested by the checklist do have drawings of the parking area that are in sufficient detail to properly evaluate this application. Once again I ask you to keep in mind that virtually all of the requested uses were permitted at the mall prior to the change in the General Plan and the Development Code. Your guidance in these matters is greatly appreciated. Yours truly, . v~~..~,-.li~~_f, b;..". ~_. :::::f:-; Salvatore F. Catalano, CSM General Manager SFC:r1s Enclosures 2 Development Code Amendment No. 01-05 Meeting Date: August 7. 200/ Page 7of7 . ATTACHMENT C PROPOSED LAND USE CHANGES 19.06.020 DEVELOPMENT PERMITTED AND CONDITIONALLY PERMITTED USES: TABLE 06.01. COMMERCIAL DISTRICTS LIST OF PERMITTED USES: Land Use Activity - CR-I, Commercial Regional-Malls Land Use District B.3. Auto Repair C G.3. Health Clinics/Outpatient Surgery D 1.5. Laboratories D KA. Clubs, Lodges and Meeting Halls D K.7. Educational Services D . K.23. RadiolTelevision Broadcasting D K.24. Religious Facilities D K.28. TradeITech Schools D . CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: James Funk, Director Subject: Development Code Amendment No. 01-05 - To expand the permitted uses at the Carousel Mall. Dept: Development Services Date: October 2, 2001 MCC Date: October IS, 2001 Synopsis of Previous Council Action: 09/04/01. The Mayor and Common Council referred back to the Planning Commission for reconsideration. Recommended Motion: That the hearing be closed, the first reading be waived, and the ordinance be laid over for final adoption. -k~~ Contact person: Valerie C. Ross Phone: 384.5057 Supporting data attached: Staff Report, Ordinance Ward: I and 3 FUNDING REQUIREMENTS: Amount: NIA Source: (Acc!. No.) (Acc!. Description) Finance: Council Notes: Agenda Item No. ;tS ID/ISJm CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT SUBJECT: Development Code Amendment No. 01-05 Mayor and Common Council meeting of October 15, 2001. ADDlicant: Sam Catalano Central City Company 295 Carousel Mall San Bernardino, CA 92403 909.884.0106 REQUEST A request to amend the Development Code to expand the range of permitted uses in the CR-l, Commercial Regional-Malls land use district. The CR-l district includes both Carousel Mall and Inland Center Mall. Although not specifically requested by Inland Center Mall, this amendment would allow the same uses at that location. Objective 1.3 of the General Plan addresses the provision of region-serving uses for commercial retail, governmental, corporate office, hotel and convention, entertainment, cultural, educational, and similar uses. The CR-2, Commercial Regional-Downtown district permits a wide range of uses, while the CR-l is more limited in the non-retail uses. Carousel Mall is seeking to expand the range of permitted uses to include more non-retail uses. On September 4,2001, the Mayor and Common Council referred the application back to the Planning Commission for reconsideration. At their meeting of September 18, 2001, the Planning Commission reconsidered the application and recommended that the Mayor and Common Council approve the Development Code Amendment. Commissioners Coute, Durr, Enciso, Lockett, Thrasher, and Welch voted in favor of the motion, and Commissioner Garcia abstained. Commissioners Derry, Ramirez, and Sauerbrun were absent, and there were no "no" votes. Refer to the Planning Commission staff report dated August 7, 2001 for a more detailed discussion. BACKGROUND INFORMATION In 1970, the City, the Redevelopment Agency, and the Mall entered into a Reciprocal Easement Agreement (REA). Among other things, the REA addresses permitted uses within the Carousel Mall. 2 On September 27,2001, planning staff met with representatives from the City attorney's Office, Economic Development Agency, and the Agency's special counsel. It was determined that potential issues or concerns related to the REA were separate from the proposed Development Code Amendment, and that the amendment should be able to proceed to the Mayor and Common Council for a determination. FINANCIAL IMPACT The applicant paid all Development Code Amendment application fees. The Economic Development Agency owns the parking lots and parking structure. The City and EDA have responsibilities for the maintenance and security of the parking lots and structure and portions of Carousel Mall. A change in land use away from retail to non-retail type uses will impact the parking. Also, the need and cost for maintaining and providing security are likely to be impacted. A potential positive impact is that non-retail employees and business clients, and students are likely to shop at the remaining stores and restaurants in the mall and adjacent business district. RECOMMENDATION Staff recommends that the Mayor and Common Council approve the Development Code Amendment based on the Findings of Fact in the Planning Commission staff report. Exhibits: 1 2 Planning Commission Staff Report dated August 7, 2001 Ordinance 3 EXHIBIT 1 SUMMARY CITY OF SAN BERNARDINO PLANNING DIVISION CASE: AGENDA ITEM: HEARING DATE: WARDS: Development Code Amendment No. 0 I-OS 2 August 7, 2001 1&3 APPLICANT Sam Catalano Central City Company 295 Carousel Mall San Bernardino, CA 92403 909.884.0106 REQUESTILOCATION: A request to amend the Development Code to expand the range of permitted uses in the CR-l, Commercial Regional-MalIs land use district. CONSTRAINTS/OVERLA YS: It! None ENVIRONMENTAL FINDINGS: o Not Applicable o Exempt, Section_ It! No Significant Effects o EIR STAFF RECOMMENDATION: It! Approval o Conditions o Denial o Continuance to: Development Code Amendment No. 01-05 Meeting Date: August 7. 200/ Page 20/7 PROJECT DESCRIPTION AND LOCATION The applicant requests approval to expand the range ofland uses pennitted in the CR-I, Commercial Regional-Malls land use district for the Carousel Mall. The CR-I district includes both Carousel Mall and Inland Center Mall. (Attachment A.) The Development Code pe~its a wide range of retail uses with a more limited range of non-retail uses. The requested uses are addressed under Analysis. BACKGROUND When the General Plan was updated in 1989, it identified various areas of the City suitable for regional-serving uses. The malls were designated as CR-I, while the downtown area adjacent to the Carousel Mall was designated CR-2. Objective 1.3 of the General Plan addresses the provision of region-serving uses for commercial retail, governmental, corporate office, hotel and convention, entertainment, cultural, educational, and similar uses. The CR-2, Commercial Regional-Downtown district pennits a wide range of uses, while the CR-I is more limited in the non-retail uses. Carousel Mall, faced with changing market conditions, is seeking ways to bring in uses that complement its existing uses and its downtown location, consistent with the surrounding CR-2 district. It currently has some office-type tenants, pennitted in the CR-I land use district, and wishes to expand the range of non-retail uses. (Attachment B.) Carousel Mall is essentially a fully developed site. This amendment would not likely result in additional construction activities, but would allow fuller utilization of the existing building and facilities. Although not specifically requested by Inland Center Mall, this amendment would allow the same uses at that location. ANALYSIS The additional uses are listed below, along with staff's recommendations. Auto Reoair As noted in Attachment B, Carousel Mall has two auto centers built as ancillary uses to former department stores. Although auto repair is not a pennitted use in the adjacent downtown area, staff recommends that it be permitted in the CR-I, subject to a conditional use permit. Auto repair includes bodywork, including painting, and engine repair. Limited auto repair activities such as lube and tune would not negatively impact the surrounding land uses, but intensive repair activities might. A conditional use pennit would allow the imposition of appropriate conditions to ensure compatibility. Health Clinics/Outpatient Surgery These uses are similar to dentist and optometrist services found in many malls and they function similar to uses permitted in the administrative and professional offices/services category. Development Code Amendment No. 01-05 Meeting Date: August 7, 2001 Page3 of 7 Although the parking demand is frequently higher, Carousel Mall has adequate parking to accommodate this category of use in conjunction with its other existing and potential tenant uses. Outpatient - Treatment Proirrams This land use activity includes drug and alcohol treatment programs. Staff does not believe this would be appropriate at this location and does not support this request. If the Planning Commission and Mayor and Common Council wish to allow it, staff would recommend that a conditional use permit be required. Laboratories Laboratories include, but are not limited to, film, medical and dental, and R & D. These activities are compatible with administrative and professional office uses. Staffsupports this request. Clubs. Lodges and Meeting Halls This category generally includes service organizations, with public and private membership. These uses would be compatible with the existing and future mall tenants. Staffsupports this request. Educational Services and Traderrech Schools The two categories are similar with educational services geared more toward traditional classroom activities and trade/tech geared toward "hands-on" learning activities. However, many trade/tech schools nowadays include learning activities in a classroom setting. Staff supports this request. Mixed Use Mixed use, by definition, includes residential. Staff does not believe residential uses are. appropriate, and does not support this request. Radiorr elevision Broadcasting Staff supports this request. Religious Facilities Staff does not believe that churches or similar facilities are best located at Carousel Mall, but does not oppose the request. ~ Development Code Amendment No. 01-05 Meeting Date: August 7. 200/ Page 40[7 DEVELOPMENT CODE FINDINGS I. Is the proposed amendment consistent with the City's General Plan? General Plan Policy 1.15.10 states: "Permit and encourage the intensification of the Central City (Carousel) and Inland Center Malls and adjacent properties designated as Commercial Regional Retail (CR-I) for region-serving commercial, entertainment, restaurant, supporting retail, professional offices and similar uses." Yes, the proposed amendment would allow additional similar, supporting uses. 2. Will the proposed amendment be detrimental to the public interest. health. safety. convenience. or welfare afthe City? No, all proposed uses would only be established in the existing Carousel Mall and ancillary auto service buildings. Interior alterations to accommodate these uses or those already permitted, are subject to applicable building code requirements. CONCLUSION The requested amendment to allow auto repair, health clinics/outpatient surgery, laboratories, clubs, lodges, and meeting halls, educational services, radio/television broadcasting, religious facilities, and trade/tech schools, meets all necessary Findings of Fact for approval. RECOMMENDATION Staff recommends the Planning Commission recommend that the Mayor and Common Council approve Development Code Amendment No. 01-05, as modified. Respectfully Submitted, ~!~ Director of Development Services Vd1W.v U. 'R~ Valerie Ross City Planner Attachments A Location Map B Letter from Sam Catalano C Proposed Changes ATTACHMENT A CITY OF SAN BERNARDINO PROJECT: DCA 01-05 PLANNING DIVISION LOCATION MAP LAND USE DISTRICTS HEARING DATE: 8/7/01 u NORTH JU~: jO Je=]. T [] . - .. "1 r'C.I.TJ .. , , (] '~@~L~f .~~ ATTACHMENT "B" -~~~-,- ~'- >~ ~ March 9, 2001 Ms. Valerie Ross Principal Planner Development Services 300 North "0" Street, 3rd Floor San Bernardino, CA 92418 RE: Development Code Amendment for the Downtown CR-1 District Dear Valerie: Based on our previous conversations, I have prepared an application to request an amendment of the Development Code to allow additional uses that are currently not permitted uses within the CR- 1 District. Prior to the last major revision of the City's General Plan and the adoption of the City of San Bernardino Development Code about 10 years ago, the mall was zoned C4 Regional Commercial, which permitted all of the uses in all of the other commercial zoning districts in the City. The mall was developed and operated in accordance with the adopted Redevelopment Plan and that zoning district for almost 18 years. With the advent of the new Development Code, the mall was designated a CR-1 (Commercial Regional Malls) District. Certain uses that were previously permitted were deleted from the permitted uses in the CR-1 District, but many of those were allowed in the CR-2 (Commercial Regional Downtown) District. For example, the mall was developed with, and there still exists, two automotive centers. One formerly operated by JCPenney and then Firestone, and one operated until the current time by Montgomery Ward. It is not clear to me from the current list of permitted . uses in the CR-1 District that the auto repair work that these automotive centers were designed for would be permitted. Also, educational uses are not listed as a permitted use in the CR-1 District, yet are permitted in the surrounding zoning districts. Much time has passed since the last major amendment of the General Plan and the adoption of the Development Code. The market area has changed, and in particular, Carousel Mall's position in the market has changed dramatically in that time. The mall needs to change with the times and move to a mix of uses that is compatible with the mall's design and with the downtown area In which it is located. It is really a commercial regional malVdowntown district that is appropriate to the future of the mall. I have reviewed Table 6.01 in Section 19.06.020 "Permitted, Development Permitted, and Conditionally Permitted Uses., and believe that the following uses should be permitted in the CR-1 District to allow us to move towards a mixed-use project that will be compatible with the balance of the downtown area. . Section B3 Auto Repair. In order to make the existing auto centers viable for re-use, auto repair must be allowed. (These could possibly become teaching facilities for auto repair work.) . Section G3 Health Clinics/Outpatient Surgery. Section G5 Outpatient-Treatment Programs. Section J5 Laboratories. . . . Section K4 Clubs, Lodges and Meeting Halls. . Section K7 Educational Services. . Section K13 Mixed Use. . Section K22 RadiolTelevision Broadcasting. Section K23 Religious Facilities. . . Section K27 TradelTech Schools. I think that the best way to do this would be to add to the CR-1 District in the downtown area all the uses permitted in the CR-2 District, plus auto repair, outpatient treatment programs and educational services. I think that all of these uses would certainly be compatible with both the City's and our goals for the future development of the mall, and with the surrounding land uses. Please let me know if you see any problems with this request so that I can adjust the application to minimize any potential conflicts with your planning goals for the downtown area. Please keep in mind that all of these uses would occur within an existing building complex, indoors with no new construction other than interior tenant improvement work. Also, please note that your site plan checklist seems to be primarily designed for new construction, which is not applicable in this case. Also, the Redevelopment Agency owns the entire parking area and public access portions of the mall, and we do not have the detailed plans that are requested by the checklist I do have drawings of the parking area that are in sufficient detail to property evaluate this application. Once again I ask you to keep in mind that virtually all of the requested uses were permitted at the mall prior to the change in the General Plan and the Development Code. Your guidance in these matters is greatly appreciated. Yours truly, , V~0~..--ij,,-.f ~ ~~\._ ,,_~. ::::p Salvatore F. Catalano, CSM General Manager SFC:rts Enclosures 2 Development Code Amendment No. 01-05 Meeting Date: August 7. 200/ Page 70f7 ATTACHMENTC PROPOSED LAND USE CHANGES 19.06.020 DEVELOPMENT PERMITTED AND CONDITION ALL Y PERMITTED USES: TABLE 06.01. COMMERCIAL DISTRICTS LIST OF PERMITTED USES: Land Use Activity - CR-I, Commercial Regional-Malls Land Use District B.3. Auto Repair C G.3. Health Clinics/Outpatient Surgery D 1.5. Laboratories D KA. Clubs, Lodges and Meeting Halls D K. 7. Educational Services D K.23. Radio/Television Broadcasting D K.24. Religious Facilities D K.28. Trade/Tech Schools D t CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION From: James Funk, Director Subject: Development Code Amendment No. 01-05 - To expand the permitted uses at the Carousel Mall. Dept: Development Services Date: August 13,2001 MCC Date: September 4,2001 Synopsis of Previous Council Action: None Recommended Motion: That the hearing be continued until October 1 ,2001. ~9- Contact person: Valerie C. Ross Phone: 384.5057 Supporting data attached: Staff Report, Ordinance Ward: 1 and 3 FUNDING REQUIREMENTS: Amount: N/A Source: (Acct. No.) (Acct. Description) Finance: Council Notes: Agenda Item No. ~ tt/'IjOJ CITY OF SAN BERNARDINO - REQUEST FOR COUNCIL ACTION STAFF REPORT SUBJECT: Development Code Amendment No. 01-05 Mayor and Common Council meeting of September 4, 2001 Applicant: Sam Catalano Central City Company 295 Carousel Mall San Bernardino, CA 92403 909.884.0106 REQUEST A request to amend the Development Code to expand the range of permitted uses in the CR-l, Commercial Regional-Malls land use district. The CR-l district includes both Carousel Mall and Inland Center Mall. Although not specifically requested by Inland Center Mall, this amendment would allow the same uses at that location. Objective 1.3 of the General Plan addresses the provision of region-serving uses for commercial retail, governmental, corporate office, hotel and convention, entertainment, cultural, educational, and similar uses. The CR-2, Commercial Regional-Downtown district permits a wide range of uses, while the CR-l is more limited in the non-retail uses. Carousel Mall is seeking to expand the range of permitted uses to include more non-retail uses. The Planning Commission considered the proposed amendment at their meeting of August 7, 2001 and recommended approval on a 6-0 vote. Commissioners Coute, Derry, Durr, Enciso, Garcia, and Thrasher were present. Refer to the Planning Commission staff report for a more detailed discussion. BACKGROUND INFORMATION In 1970, the City, the Redevelopment Agency, and the Mall entered into a Reciprocal Easement Agreement (REA). Among other things, the REA addresses permitted uses within the Carousel Mall. In order to ensure that there are no conflicts between the REA and the proposed amendment, staff requests a continuance to allow the respective parties to the REA to discuss the Issues. FINANCIAL IMPACT The applicant paid all Development Code Amendment application fees. The Economic Development Agency owns the parking lots and parking structure. The City and EDA have responsibilities for the maintenance and security of the parking lots and structure and portions of Carousel Mall. A change in land use away from retail to non-retail type uses will impact the parking. For example, office employees are anticipated to park vehicles for longer duration than retail customers, and will have a potential negative impact on the future sales tax revenues to the City. Also, the need and cost for maintaining and providing security are likely to be impacted. A potential positive impact is that non-retail employees and business clients, and students are likely to shop at the remaining stores and restaurants in the mall and adjacent business district. RECOMMENDATION Staff recommends that the Mayor and Common Council continue the hearing until October 1, 2001. Exhibits: 1 2 Planning Commission Staff Report Ordinance EXHIBIT 1 SUMMARY CITY OF SAN BERNARDINO PLANNING DIVISION CASE: AGENDA ITEM: HEARING DATE: WARDS: Development Code Amendment No. 01-05 2 August 7, 2001 1&3 APPLICANT Sam Catalano Central City Company 295 Carousel Mall San Bernardino, CA 92403 909.884.0106 REQUESTILOCATION: A request to amend the Development Code to expand the range of permitted uses in the CR-l, Commercial Regional-Malls land use district. CONSTRAINTS/OVERLA YS: ItI None ENVIRONMENTAL FINDINGS: o Not Applicable o Exempt, Section_ ItI No Significant Effects o EIR STAFF RECOMMENDATION: ItI Approval o Conditions o Denial o Continuance to: Development Code Amendment No. 01-05 Meeting Date: August 7. 2001 Page 20f7 PROJECT DESCRIPTION AND LOCATION The applicant requests approval to expand the range ofland uses permitted in the CR-I, Commercial Regional-Malls land use district for the Carousel Mall. The CR-I district includes both Carousel Mall and Inland Center Mall. (Attachment A.) The Development Code permits a wide range of retail uses with a more limited range of non-retail uses. The requested uses are addressed under Analysis. BACKGROUND When the General Plan was updated in 1989, it identified various areas of the City suitable for regional-serving uses. The malls were designated as CR-I, while the downtown area adjacent to the Carousel Mall was designated CR-2. Objective 1.3 of the General Plan addresses the provision of region-serving uses for commercial retail, governmental, corporate office, hotel and convention, entertainment, cultural, educational, and similar uses. The CR-2, Commercial Regional-Downtown district permits a wide range of uses, while the CR-I is more limited in the non-retail uses. Carousel Mall, faced with changing market conditions, is seeking ways to bring in uses that complement its existing uses and its downtown location, consistent with the surrounding CR-2 district. It currently has some office-type tenants, permitted in the CR-Iland use district, and wishes to expand the range of non-retail uses. (Attachment B.) Carousel Mall is essentially a fully developed site. This amendment would not likely result in additional construction activities, but would allow fuller utilization of the existing building and facilities. Although not specifically requested by Inland Center Mall, this amendment would allow the same uses at that location. ANALYSIS The additional uses are listed below, along with staffs recommendations. Auto Repair As noted in Attachment B, Carousel Mall has two auto centers built as ancillary uses to former department stores. Although auto repair is not a permitted use in the adjacent downtown area, staff recommends that it be permitted in the CR-I, subject to a conditional use permit. Auto repair includes bodywork, including painting, and engine repair. Limited auto repair activities such as lube and tune would not negatively impact the surrounding land uses, but intensive repair activities might. A conditional use permit would allow the imposition of appropriate conditions to ensure compatibility. Health Clinics/Outpatient Surgerv These uses are similar to dentist and optometrist services found in many malls and they function similar to uses permitted in the administrative and professional offices/services category. Development Code Amendment No. 01-05 Meeting Date: August 7, 2001 Page 3 0[7 Although the parking demand is frequently higher, Carousel Mall has adequate parking to accommodate this category of use in conjunction with its other existing and potential tenant uses. OutDatient - Treatment Programs This land use activity includes drug and alcohol treatment programs. Staff does not believe this would be appropriate at this location and does not support this request. If the Planning Commission and Mayor and Common Council wish to allow it, staff would recommend that a conditional use permit be required. Laboratories Laboratories include, but are not limited to, film, medical and dental, and R & D. These activities are compatible with administrative and professional office uses. Staff supports this request. Clubs. Lodges and Meeting Halls This category generally includes service organizations, with public and private membership. These uses would be compatible with the existing and future mall tenants. Staff supports this request. Educational Services and Trade/Tech Schools The two categories are similar with educational services geared more toward traditional classroom activities and trade/tech geared toward "hands-on" learning activities. However, many trade/tech schools nowadays include learning activities in a classroom setting. Staff supports this request. Mixed Use Mixed use, by definition, includes residential. Staff does not believe residential uses are . appropriate, and does not support this request. Radio/Television Broadcasting Staff supports this request. Religious Facilities Staff does not believe that churches or similar facilities are best located at Carousel Mall, but does not oppo~e the request. Development Code Amendment No. 0/-05 Meeting Date: August 7, 200/ Page4of7 DEVELOPMENT CODE FINDINGS 1. Is the proposed amendment consistent with the City's General Plan? General Plan Policy 1.15.10 states: "Permit and encourage the intensification of the Central City (Carousel) and Inland Center Malls and adjacent properties designated as Commercial Regional Retail (CR-l) for region-serving commercial, entertainment, restaurant, supporting retail, professional offices and similar uses." Yes, the proposed amendment would allow additional similar, supporting uses. 2. Will the proposed amendment be detrimental to the public interest, health, safety, convenience, or welfare of the City? No, all proposed uses would only be established in the existing Carousel Mall and ancillary auto service buildings. Interior alterations to accommodate these uses or those already permitted, are subject to applicable building code requirements. CONCLUSION The requested amendment to allow auto repair, health clinics/outpatient surgery, laboratories, clubs, lodges, and meeting halls, educational services, radio/television broadcasting, religious facilities, and trade/tech schools, meets all necessary Findings of Fact for approval. RECOMMENDATION Staff recommends the Planning Commission recommend that the Mayor and Common Council approve Development Code Amendment No. 01-05, as modified. Respectfully Submitted, ~!~ Director of Development Services VaJ.u,jv {; .1<1#- Valerie Ross City Planner Attachments A Location Map B Letter from Sam Catalano C Proposed Changes ATTACHMENT A CITY OF SAN BERNARDINO PROJECT: DCA 01-05 PLANNING DIVISION LOCATION MAP LAND USE DISTRICTS HEARING DATE: 8/7/01 it NORTH JU j[] JI p~ '!It. ~ T . ~I M.J LN ~ ,I\~, Jt R : ATTACHMENT "B" March 9, 2001 Ms. Valerie Ross Principal Planner Development Services 300 North "0" Street, 3rd Floor San Bernardino, CA 92418 RE: Development Code Amendment for the Downtown CR-1 District Dear Valerie: Based on our previous conversations, I have prepared an application to request an amendment of the Development Code to allow additional uses that are currently not permitted uses within the CR- 1 District. Prior to the last major revision of the City's General Plan and the adoption of the City of San Bernardino Development Code about 10 years ago, the mall was zoned C-4 Regional Commercial, which permitted all of the uses in all of the other commercial zoning districts in the City. The mall was developed and operated in accordance with the adopted Redevelopment Plan and that zoning district for almost 18 years. With the advent of the new Development Code, the mall was designated a CR-1 (Commercial Regional Malls) District. Certain uses that were previously permitted were deleted from the permitted uses in the CR-1 District, but many of those were allowed in the CR-2 (Commercial Regional Downtown) District. For example, the mall was developed with, and there still exists, two automotive centers. One formerly operated by JCPenney and then Firestone, and one operated until the current time by Montgomery Ward. It is not clear to me from the current list of permitted uses in the CR-1 District that the auto repair work that these automotive centers were designed for . would be permitted. Also, educational uses are not listed as a permitted use in the CR-1 District, yet are permitted in the surrounding zoning districts. Much time has passed since the last major amendment of the General Plan and the adoption of the Development Code. The market area has changed, and in particular, Carousel Mall's position in the market has changed dramatically in that time. The mall needs to change with the times and move to a mix of uses that is compatible with the mall's design and with the downtown area in which it is located. It is really a commercial regional malVdowntown district that is appropriate to the future of the mall. I have reviewed Table 6.01 in Section 19.06.020 "Permitted, Development Permitted, and Conditionally Permitted Uses", and believe that the following uses should be permitted in the CR-1 District to allow us to move towards a mixed-use project that will be compatible with the balance of the downtown area. . Section B3 Auto Repair. In order to make the existing auto centers viable for re-use, auto repair must be allowed. (These could possibly become teaching facilities for auto repair work.) Section G3 Health Clinics/Outpatient Surgery. . . Section G5 Outpatient-Treatment Programs. Section J5 Laboratories. . . Section K4 Clubs, Lodges and Meeting Halls. . Section K7 Educational Services. . Section K13 Mixed Use. . Section K22 RadiolTelevision Broadcasting. . Section K23 Religious Facilities. . Section K27 TradelTech Schools. I think that the best way to do this would be to add to the CR-1 District in the downtown area all the uses permitted in the CR-2 District, plus auto repair, outpatient treatment programs and educational services. I think that all of these uses would certainly be compatible with both the City's and our goals for the future development of the mall, and with the surrounding land uses. Please let me know if you see any problems with this request so that I can adjust the application to minimize any potential conflicts with your planning goals for the downtown area. Please keep in mind that all of these uses would occur within an existing building complex, indoors with no new construction other than interior tenant improvement work. Also, please note that your site plan checklist seems. to be primarily designed for new construction, which is not applicable in this case. Also, the Redevelopment Agency owns the entire parking area and public access portions of the mall, and we do not have the detailed plans that are requested by the checklist. do have drawings of the parking area that are in sufficient detail to properly evaluate this application. Once again I ask you to keep in mind that virtually all of the requested uses were permitted at the mall prior to the change in the General Plan and the Development Code. Your guidance in these matters is greatly appreciated. Yours truly, . V~vv,-liLjLL~,- '::., .:::::p Salvatore F. Catalano, CSM General Manager SFC:r1s Enclosures 2 Development Code Amendment No. 01-05 Meeting Date: August 7, 200/ Page 70f7 ATTACHMENT C PROPOSED LAND USE CHANGES 19.06.020 DEVELOPMENT PERMITTED AND CONDITIONALLY PERMITTED USES: TABLE 06.01. COMMERCIAL DISTRICTS LIST OF PERMITTED USES: Land Use Activity - CR-I, Commercial Regional-Malls Land Use District B.3. Auto Repair C G.3. Health Clinics/Outpatient Surgery D J.5. Laboratories D K.4. Clubs, Lodges and Meeting Halls D K.7. Educational Services D K.23. Radio/Television Broadcasting D K.24. Religious Facilities D K.28. Trade/Tech Schools D Adopted: February 4, 2002 Effective: March 7, 2002 1 ORDINANCE NO. Me-IllS 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AN ORDINANCE OF THE CITY OF SAN BERNARDINO AMENDING SECTION 19.06.020 OF THE SAN BERNARDINO MUNICIPAL CODE (DEVELOPMENT CODE) TO ADD PERMITTED USES IN THE CR-l, COMMERCIAL REGIONAL-MALLS LAND USE DISTRICT. THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO DO ORDAIN AS FOLLOWS: SECTION I. Section 19.06.020 of the Municipal Code (Development Code), Section 19.06.020, Table 06.01 (Development Permitted and Conditionally Permitted Uses) is amended to add additional permitted uses in the CR-1, Commercial Regional-Malls land use district as //// C' . 4"~'" 'h'.'.~' [!l\,~jt~t'!iJ ~ ~ :, ~'\ 'ilbJf') IIII 1 Me-ill5 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AN ORDINANCE OF THE CITY OF SAN BERNARDINO AMENDING SECTION 19.06.020 OF THE SAN BERNARDINO MUNICIPAL CODE (DEVELOPMENT CODE) TO ADD PERMITTED USES IN THE CR-l, COMMERCIAL REGIONAL-MALLS LAND USE DISTRICT. I HEREBY CERTIFY that the foregoing ordinance was duly adopted by the Mayor and Common Council of the City of San Bernardino at a joint regular meeting thereof, held on the 4th day of February. 2002. by the following vote to wit: ABSTAIN NAYS ABSENT Council Members: AYES x ESTRADA x LIEN MCGC\01IS X SCHJ\ETZ x SUAREZ X ANDERSON X MC CA:VIMACK X City Clerk day of February, 2002. The foregoing ordinance is hereby approved this JUDITH V ALLES, Mayor City of San Bernardino Appro\'ed as to form and legal content: JAiVlES F. PENMAN City Attorney "21 }. f e-.-.. 2 rn ~ rn ;:l Q ~ E-< E-< ~ ~ ~ "" o E-< rn ... ..l rn E-:i Q ~ ..l Q:I -< E-< - <: <I) 8 0.. o OJ ;> <I) o "" o - - u <I) :.5' ;:l '" rn ~ rn ;:l Q ~ E-< E-< ~ ~ ~ ;.. ..l ..l -< Z o ... E-< ... Q Z o U Q Z -< Q ~ E-< E-< ~ ~ E-< ~ ::E ~ o ..l ~ ;;> ~ Q Q ~ E-< E-< ~ ~ ~ Q N ~ \Q Q C;; ..... ~ ~ ~ "0 <I) - - 'S .... <I) ~ <I) .... "" ..c:: u :E ~ '" - u '': - '" :.a 0/) " 'S o N 0; Ti .... ~ o u <I) -5 .5 '" <I) '" ;:l ~;..:. ""U 8~ .- - .... .- 0..8 .... <I) <I) ~~ ..c:: <I) - '" ",;:l - "0; ~ <: <I) 0 .... .- o..~ <1)"0 .... " _ 0 .~ U - "" 0/).... .5 0 ~~ 00 - ~ <E .~ <I) .... ..c:: <I) E-<~ MC-1l15 :l:", U :l:N U :l:_ U ,,"- u~ ..,. "", U "N U "on u:::O ON U 0_ U ;z U '" UN U o '" U- U o == U o :l:..,. U o o o o o o o o o o >- E- ;; E= U <: UJ '" => o z <: ...l oS .f; ~ '" '" ~ .~ 4) .... 0 _ .~ ';i '" CO c t:'j3 ~..... ~ (1.) 's C 0 8 !::Q"O'~~~ ~ co.c.8 ~ U (1) Cl:I E ~ <;:..s \0..0 0 . OlUoe.e - t ~ d) ~ ~..c.2 t ''::: o ;.t ......c (.) 'U; f3 2! ~ e fa c <z ..... 0.._ ~ ~ _ 0 .= ~ 0: ..a .!S il ~ .;:: .~ t t) ";:I 0 ]:c~.gti~ ",g~c.g'bh o ra 0 c C > u 0 0 ..:c;"'ouu.... '" .- c: ~ c: 0 ::: ~ co co 0 11.1 ,13 o~ e; ~.~ .5 .- (.) ti Q,) .;:! e .c:::..... "'0 "'0 0 Q) "g 8 lU <: u "._ Co e <: " . .0 '" ... . . u " tE] co_-u Co"" " (\.) c.- "" '" '" 'S; ~.~ 8 >-.~ o..Ct:: ...: -5 ~ ~ .. .- 0 4> bO ..c ... r/) C ~ " ".- .. '" ~ ~'""'-g.9 v.l c..s co- u u _ 0 v.l8oo~ ~ .2 .~ :c lU "'0 .~ c: co .s ~ :c lU ~ .. co co en 0 0 -..."'0-.... ~~~c;'g - .....- ~.59 ~ 0 's .- u co (/) _ Ci""'cno:""" eO ..0..0 .9 ~ .~ ~ c: ::::s 0 0.. >< lU <u~u.1; al EXHIBIT A 000 uu o o u uo oou uuuuo oou cO uo u u 00 Uo 000 u u o u 00 u uo oou uu uo OOU uu uo u u ..: " 0;; " "" '" " 0;; '" o " ;> .;:: o ] g en ~ '60 c: 0 " .9 .~ UJ ~ .p ,;=~o = _ Cl:I ....:> ." c;u;o~ >- u;..s~uCl) 0.. c >. VI lU - oS "0 .- ca e ca o .- 0 ::1: en "1 '2 z~c::i""", en " I I :- C u ~ U)CI)ooco::l .!:! - .!:! .!:! U ~~ .~ ~ gp ~ ~ ';:' ';:: "C -5 .g ';;j .- c: c: ~ ~ '" ~'" en ~ co._ co..c'" .... t::::...c:1.CO"",--cn-ocn CO<'ll~o........C'Q:COlU "-0..- .~~" u" o 0 0.5. 0 .;; .= ----""'....0...__ ::I ::I ::I ~ CO CO e 0 0 <<<:E-UU_en;> .~ " ," oS '" .~ ~ 6 \0'.= - u - " ~ " 0\ '2 00 0 '" u U .5 ::1:.15 ~-2f o :51 o >- - '" ~ e ..... '" o " .cO;; - '" g~ '" u ]:E '" !:! .~ il " '" "-=> -N'" ~.n~r--=oO _ M '" I UN U '" U U == U Cl: ....1 U I I Cl: "'I U I Cl: N1 U Cl:_ ~ ~I U~I ....: "...,I ~~J ;J U I Q "",I E U~I ~ 8N[ ~ 0 I f;I;. U-I o 1 ... Z I ~ U i ...l 1 ~ I u 1 sa ... CI:l - Q ...l -< - U =z: r"I ~ ~ o u ... Q ~ Q r"I ...l ~ -< ... >- !-< ;; 1== U <: UJ '" :> o Z <: ....l MC-1115 oii " - ._ ::l '0 0 _ a -S 9 0'- '- ... D ~ 0 ~ ~ls~:: tn ..... .:::: 0. ::;1 ~ ~ .:: E .0 - ~~.~ d.i 'u.c: bl)~ "C) !;'\:l U c ..2 u.. :.a '00 en g ~ ~ "'0 .~ ..... ::>(,IJ.9:E~ "'0 -= .. 'u'': .. l1.l 0 CI1 M''''' OJ:) >< e.~ "'"".:: c :<: "" :E '" U .~ ~ .~ '0 ~ !;'\:l 0 :E~'O~= ~~~;:I~ "'0 ~ 0..... "'0 QJ o-1ilS;j-5 -oJ.~ Co "Q - .. -o(l1coo ctooCd:O- .- ~ c _ cu "'0 "E 'c..~;t B cu i= CIS 0''''' OOOl"'-S ~UuS'Ol:: U U U U U U U U U UUU UU ~ .~ o <>: '" ~ ,., u ~ " .~ [ 'C =s ~ ~ CI1 S g ~"O e == :l 0 8 "".-.., ~ = .= ~ ~ ~ ..... a en C'\l iU "E~oo..Oo ~e~~.s ~""~-'" .....:M~~..,.; u ] .- .E~..s ~ "3 '8 u ;~-g & 0.0 1-0 O.S o..s rn ~::: .~ t: 0 'S;: CI1 '"" ..... ..=Ou u " oS CI1:aO~~ E ;c: c =s ..... ECI1.g"O~ ..s:::co.C- .~ (U E ~"O :EE::Iu~ 5-5j~:a~ Vl''''' 0 C';I ";:J UJ:au~ . ~ ......9 S =rJ1~-"C) ..... 0 C';I GJ ~_CI1'-_ .5 .~ ~ 0 's o~e~~ -"'~GJc.."" c [; E g ..... .0 << ~ WUoWco o o o OUO o o OUOu ~UO OUO OUOU OUOU OUOU OUOU o 0 o 0 o 0 ~ ]" '" s " o o ~ U5 CI1 2 Q. 2-" ..8~-"t- CI1Ot-o' -=OOI~ .~ 3 ~ '00::: ~ .s .0::: '0_0-5 ;j ~ 0 .- ",oSZ~ en ee I I C (f.I r.f.I fI) ~~~~ !! U ... ... C':S .... ;:I ;:I .Il "" 5 5 - 01)(1) en QZ~~ ~ o - ..!. .... o "" S o S(l . . . . -NC""l~ CIl CJN CJ CIl CJ CJ == CJ ":v CJ ..:,., CJ ~NI ..:- CJ ",e; u ~, I "',.,1 CJ 1 r.n 1 f;I;l '" ' rg CJ N Q '" ~ CJ E-< ~8 f;I;l ~ 0 1'0. CJ o E-< Z r.nCJ .... ..l r.n E-- E- :> 1= CJ < Ul tIl :> Cl Z < ....l ~ .::~o " ~ " E ~ ~ o c:: g. C'I:I ~ '5 a Ei > .... x.c e B u.1 .. 0. " " ..=.u . "C U ...:.5 .E :.E 5 ~ g ~ s .. .;;; ~ ~ 'u .~ .~ 4) a ; .-=: OD E ~ = .~ c:: ~ ~ ~ t:: t) .~ .... ._ l5 .... C'I:I 0 ~:Ecu.s~= ~ l'9 U ~::s..E ";:; ~ &:-= "C 4) 5~~~~..s ~ '0 C .- 4,) 0 .- ~ ~ a.:o .... ~ e.o .. cG "E u e '.:= 1:: at.,: co;0..98 r.tJU Q.,~C;; ~ ~ CJClCJ CJClCJ CJCJClCJ CJClCJ CJClCJ CJClCJ CJClCJ CJClCJ CJClCJ CJClCJ CJClCJ CJClCJ CJClCJ ~ ~ !! .. " ~ "0 " .. ~ .. :I:: " .9 .... C .... 0 ..... 0 0 0 5;;.g'E So", " "CJ_o .- (I) v.t ~ ~ g g 4,) t:: 1IJ iU C .= ;j ;j U-lC5== .... .... l1,) Q.l '3~~~ ~~~~ -:Mrr)~ Cl Cl Cl Cl Cl Cl Cl Cl Cl Cl Cl Cl Cl ~ .. t; " o S~ .5 0 ".!,! .... .. ~ .." E-s .c 0 u - :.c~ ~ .. ~Oj c ~ ~b .cu .~ ~ ~:a . '(;; '0 8 o C._ 3 ~ t: u " " (l:l 1-0.9 ~ ._ 0.... .... g E ~ g (l:l e en "'C .5 0 ; 8 (J.,u:::Cl. ~ 9 S .c "0 "C ~ 0 ~C'3 "C 4) 'i) ..E ~ .... (I) U o ~ E C "C cG 0 (I) (I) ';;..c ~.!:! 8 e .!:! ~ ';: .;; o..-s: II) ': ......c ;>.. U 4) U 0 ~ (l:l t/'):E:;u~~ .~ Et cu 4) ::s .~ U(l)=~"CO O-lIJ';:;JC_ (/) 5 '"" ~ t'lS '0 ~E~o-;;~ .!:! ..c ::::. ~ :E (1.1 ::g~~:!cG.s u .c .- - ~ .. tfs13~.99 o~e"O'a"E ;-;ClSfJt;.-=: CJ .- ..... S _~o-s:a= ~ol3c;Q.._ ~ ~ .S:! ] E g o 0 e: 0 ~ 4) ::ECJ~-5Ul;; o Cl Cl CJCl CJCJCl Cl Cl Cl Cl Cl Cl CJCJCJCl Cl ClCJCJCJ Cl Cl UUUCl Cl ClUUUUCl >> ~ t E :_E ~ .. ::s ~ '0 (/) e (I) ~ c ~.3 IlJ .!:! ..... .- .... ~ ~ 5~u~ (I) c:L. E (l:l C t5 ....tL.oo ::: 0 (l:l Q) au G.l_ ~.... OJ) (I) "=(1) f-cG~o (I) en (J U ..." u ~ '0 I ...-.- = iJ'.- .... <>;l "'!Q I Eo-< u- Eo-< ~ gN >>;l i:l. .... o Eo-< 2: <:I'.lU - ...1 <:I'.l Eo->;l ~ ~ o u . ... c:> ..c c:> >>;l ...1 =:l < Eo-< '" UN U '" U- U :: U 1:1::.... U 1:1::,., U I:I::N U 1:1:: U 0_, U I I I , Me-illS >- f-o :> 1= U <: ~ '" :> o z <: ...l 0) 0) :B-S "0 '" V ~ 9 "3.9 ~-;;"E ~ - 4) 0'- :E ~.5 ;> 0)- 80..0 Q., ~ " "fi >< ~ ._ LIJ <<l .c _ ~ . 0 o:n~.o =ao- e~] .c-'U .~ ~.5 :0 0 Cf.I o C'lS ~ QJ (,,) t; 11,)',= 'S;: 4) 0.'> '"" _ Cl:S'- ~.~ ~ u CJ 0 ~ 00 - ""' iLl = ~ O)~ ~ Cf).... O u 0 ~ .~ 0 toc:2!= c...u~~~ ::I:: 00000 00 o o 0000 00000 0000 00000 00000 00000 00000 0000 0000 00000 ~ o '5 ~ 0 Q.,- ~ o C/.l ~ t5 B rn '"" ;:: f .g ~ I:';SCU -~ z::<: U" ~ ~ .~ .e. -o~o~ ::3 0 0 - ftI ~-5;-Se e:tr.l~~e t~CJ:E] ,€c>'CU;:3 C'lS Cl:l .... Vj OlOO::I:: -:r--iroi"":vi E .0 '" :a eO la -g .c .u ~ z,.e E 'E Cf.I _ o~:a " ;> r.n .;::; .c 0 u u u '" .= 0 C,) ~ _....c::=lCf.l.... ~.. 0.- CIl ~"C ~ E.ola,g o]_~ e .. 0) .c .- - 0 Cf.I~.o-S _:.="CC'lS ctt .0 _ ~ .. .- cu "C 0 0 f::.... 0 =- u~"Ocu"'O ~ 0)..... 0) -; ~ 0 .:: .- - e o~b~:':: ~O)~,"c.eo .- t c '" '" o 0 5 >< ~ ~ U Oll~ '" ....; 000 0000 U 000 000 U U 0000 0000 U o 0000 U UOOOO 000 UO 00 o 000 UO 000 UOOOO UU UOOOO UOOOO UOOOO U UOOOO UUOUOOOO UOOOO uuouoooo 00 00 00 o 00 UOOOO o o U ~ ~ ~ " 0 .>< >. ;~ - e ~ ra .... .- c; &.Q Cf.I CI') ::3 .... E "0 en g ~ VJ .c ~'E-~'~ 0 :got'~ 8: ~ 'O.ci::: ~ raEo C .-= ::3 S .- 0 z v ~ Z .:: "'0 c.. E '-" .." C 0. c.. Cf.I M ~ "C en cu ::=,'- d.l ra .- c c B E ~ C/.l g. 5 5 g"~e:5 0 C;fi~cii cii ..=.ciU.!:!U 6 C,f.I"CVJ"'O en u ;> t: _ eIl.S- 0 a .!:! 0 B Cf.I 4:: b e cu'C; ~ g. e" c.. 0 c ~ .- ~ 0. c.:> '0 0 UJ .!:2 0 _ 0.. u.. .~ 0 c.:> e.. 0::: cii C; ::c ~ ",0 >. " "'..... - '; - ... c; '0:." .- .... Q.) ti.... o,"",,",o.c:;.!!...oc; > till ~ 0 0 .0 0 0._ ' ._ u (,,) .- = ::l :;0. c E E 0 ::l "'0 '2 .0 ~ tC (J o ... 0 11.1 0 :::J "C C'" QJ .- 0 ::s ~ 8- uoti;O::I::...l.5::l::;:::;:::;:zo", -NM~v1 . . . .O-N_'~ \Or---ooO\-- - '" UN U '" U U := U ~ "I ~'" U ~N U ~- U " e; I U- " " I u'" <ZI f;I;l <ZI ;:J Q f;I;l ~ ~ f;I;l il<0 [;I;,U o Eo-Z <ZIU - ...l <ZI Eo- U ; Eo- <ZI - Q ...l -< - U i==: f;I;l ~ ~ o u " N. ~J U::::I ON U .... c:> ~ c:> f;I;l ...l == -< Eo- MC-1l15 r:'" c- 'E :> " 1= ~ u 0 <u ttl " <Il U ~ .~ o " Z'" j....; " " " -5:c.s c '" o 0 ::t .9 -",0 U~O~"E OJ;) en U ..... I-o...!. =' 10-.._ ~~"'C06 o'Ee~:: S ~ ~c.. 0 rn]OEC .s:::.- c ~ d.) .~ C ~ ~ ~ ...c:::'- ~ .... ~ b en .] In - "'00 ....eoai ~ E'- 0 en ~ E 0. OJ) .... =' .c~~~U ~ ~ ~ "0 .5 .0 0 o:::J QJ ell C':I 0 ... 0 .... Oil ~ ~.- ~'-~~.~ co 0 ~ 4) 'C '(3 ~ U) ; ~ eo .....C 0 .... U C "~ 0 3 ::::l CI)'- = .... .0 =' 3: 00 "000 o;>2~c= U .5 'iii -;;j ~ c2 000 o ou 00 000 00 o o 000 ouo 00 00 000 o o o 000 o o 00 o o o o 000 o o o o o ~o '" ?5 Bou 'li o '" cOU .9 ~ <Il .sO .~ " u .~ 0 c.. E o u 0 .s o 000 o o 000 o o o o o o o ca -::- E ~ " c '" 0 0 ;j en "E"S >:: ~CI) t Cl:l N "2 ~.5 C >--a 0 c"'O 000 en 0 a u 0 .-.... > 0 'S; "E g QJ ~ tl tl~ ],_ ~C;CI) ';; lZl.. -~. ~ E QJ CI:l .... ~ E -- C 0 .- en E ~ 0- ~~ ~.5::J Q..l ca ~ .~.c.. - ~ "0 8_'3 ~.. >Ol)rara~!! .c C'I:l en -' ... I:: ._ ._ to) C'I:l .~ 'C ~ 5 ~ ~'.=.;:.<;:: 'S: U :09_ cQJ__c==:=,"",~ C':I .- en 0 - U en 'C 0 0 Q..l ~ ; t oo.Oc:: ra t) .= .c.. ~ ~ CI'J "0 UJ ~ C .5 C'C .. [ Oh CO be ,... ; oocou=oot Q..lC~caoo c c U.- 5 OJ 0 ~ :a :s ::: c c .- .- "" 0. .... CI) CJ U .- .- .... c >. 0..._ 0 ad c,j:.::: >. >. ... '"C BClio..euo.o cn.cou!!- (3081il$j~~~~~~~ "';~Cf"i . 0- \01:-000'\-- "'" 00:0 o o o 00 0 o o o o 00 o OU UO o o o o 0 o UO o o 0 o o o o o o 000 00 o o 000 o o o o 00 OUO u o o o 00 UUO'U OUO o OOU o o o o UO OOU o UUO o ~ .c: U ~ - " '" '" ~ ~ '" " :c U onS Eo en .50 8 .!:l ...._ >< 1-0 ..c __ ~ 0 ,0. C':I 0;1)- -0 - E o'~ ~ E ra Ci .... '"C"'C~C,) ~.;2 ~ U tI.I C:';';;.:=:'- ~ ..... .- E U Cd u.-::l > - co:: ~ e .2 tI.I ~:;: t : .s. -OCdUc:~r..ncn o'i) ~U6'~.2~c;~E'S:I: ~ u':'oQ';i~s~C;~]:tI.I~ "'", 0 U .....:l c: <<I ._ _ 0 _ ... 0 9 .- .. .- U - tI.I 0. <<I 0 'C tI.I C:~Otl.l.c rJo 1-oQ..~1 B~:E.c e ~= g-~:.:: ....c OCd Cd ::I 0 co:: "c Q) ~ ::I U .c .- JJI< a:l U 0 U 0 ttl Ud.. ~ ~ ~ ~ O....;MM~.n..or--=OOo\S:::~~ ~ ~ '" !: '" "" '" .5 '" C o " :c '" ~ .9 ::;;: ~ " " U ell C :a ::s "i3 " ttl . CI) UN U CI) U- U == U ".... U """ U fjNo "- ' U ' ~ ~ ~ U-O .... c",,1 U ~ CIl ~ ~ ~ E-< E-< ~ ~ ~ '"" o E-<Z CIlU - ..:l CIl E-< E-o ;; " - '" E-o:> U." <( " UJ .~ f:3~ o:'!; Z <( ...l . ... Q ~ Q ~ ..:l ~ -< E-< ~ ~ C N ~ - 'Vi 0"' " ""~ C<: ~ ~ b ~.!S 's 0\ ca eo ~ - ti ..5 ~ a] en =n ';:: tI.. .~ '>( ~ ~Ci - ~ s Vi ~o ~ c; ..... E >>..... U _ to) .0 ~ -g'= 0 CO 0 "tjCl)C 0 Q.) ~ .5":: 0 0 .... "'0 =' en VI c >. '.;::: V,l CO U') .- CI) - ::l C ~ ,_ .c U 0,) 12) ~ - 0 o 0 ... - "'C 0,) r.n C .;:: r.n 0 ..... 'Vi ::l 0 .....0::> 0:.:: 0:: 0 .c ~ ... ..... "tj ~... '-._ en U >. 4..1 u Vol 0.0.. >..~ ~ b ::> CI) = ~~2<~o~t~.~~>. .c ~ ~ 0 S:! l:r.i ';; 8..~ ~ ~ U) ftS H:a ~ ~l::UOilOil"::l~.....tgu;-~...-:::-t I ::l 12) C C .5 en u U 0'- Q.) 0 .- 0 ..= ilJ u'- .- - v.t (,) .- OJ:) - Po Q. E - - Vol ,_ ~ ~ 0 cO'- ";::: ;a .- CO cu E '" :::s::l-....I-oc., -- -c~ ." ~~O~~;;::5~~~~Vi~~&e: Me-HIS 000 000 000 o U OOOOU OOOOOU OOOOU oooou 000 U oobo 000 ClOO :u oboou obo ~ ." " ::l .S E o ~ ~I ::..: .n..oC---:oOo\o _----N u 00000.. E-o u 00000.. E-o u ooooo..UE-o 00 E-o 0.. 00 00.. E-o 00000.. E-o 00000.. E-o 00000.. E-o 00 00.. E-o u 00 E-o 00.. u 00000.. E-o 00 00.. E-o 00 00.. E-o u 00 E-o 00.. " '" ::> ~ ... 8- E ~ E .....:N~~lIi..or--: NNNNNNN o o ~ "" ~ o q 8l a; - o = .51 t) " '" oS .~ " u .3 ]- o u .S o o o .; .~ l:: '" '6 Oil = 'c 2 " oS .... o E " .s - " '" o eo 2. .s = :s .~ o u u co N .:: s '" -g "" ... s u ~ is " oS -5 :E ~ '" 1;l '" l< ] '" ... " oS o ~ ~ ~ '1) = ::l o U >. co.o q-.-; t- > ~ 8 N C. "" - ~o tt")cn...o 8~o -'- 0 "'- ~ ~-;j ""C<:E-o . . . , ~' INTER OFFICE MEMORANDUM OFFICE OF THE CITY ATTORNEY CITY OF SAN BERNARDINO TO: Mayor & Common Council FROM: Henry Empeiio Jr., Deputy City Attorney DATE: October 12, 2001 RE: Development Code Amendment No. 01-05 Regarding Uses at the Caronsel Mall Mayor & Common Council Meeting of October 15,2001, Agenda Item No. 25 Clarification of Development Services Staff Report On September 27, 2001 I met with Valerie Ross, Gary Van Osdel and Delmar Williams, Agency's special counsel, regarding the proposed Development Code Amendment. At the end of the meeting, we felt that there existed unresolved legal issues concerning the Development Code Amendment and the Reciprocal Easement Agreement (REA), and that the four of us would try to meet with the Carousel Mall representatives to discuss these issues, prior to this item moving forward to the Council. ~~. Henry Empeiio Jr., Deputy City Attorney cc: James F. Penman, City Attorney HElj'IAMEND.MEM) #:J,~ /0/15"/01 . . . ...~.' O\1SE-i , / I .14~\ MALL i } ;; f' ~ I ,LtC .01 October 12, 2001 Valerie Ross, Principal Planner City of San Bernardino Department of Development Services 300 North "D" Street San Bernardino, CA 92418 RE: Development Code Amendment #01-05 Dear Valerie; I respectfully request that the above referenced item, which is Agenda item #25 on the Agenda for the Mayor and Common Council's regular meeting scheduled for Monday, October 15,2001, be continued until the Council's second meeting in November. This will give us adequate time to resolve some technical, legal issues with the Economic Development Agency and the City Attorney's Office. Once those issues have been satisfactorily resolved, we hope to move forward with our mixed use concept to bring additional jobs and tax revenues to the City of San Bernardino. Yours truly, () !. ~. ~~v'-, G;~ffv~~_ . --.--/ I ~d.~I9-L_ Salvatore F. Catalano, CSM General Manager ~5 SFC/mmdm J/( ~--J 11. ~~ "" #.z; J~;sjr;/ C':t '::awpp1ilJ Ct;nt0"~, ;"/10tnber 0~ ~;H~'(na~IOrlal CounC!l #:21 II II 1/0 I l(~( 10-/'5'- 0/ -#)5 OFFICE OF THE CITY CLERK RACHEL G. CLARK, C.M.C. - CITY CLERK ReSINESS REGISTRATION DIVISION P.O. Box 1318' SaIl Bernardino' CA 92402 300 North '0" Street. San Bernardino' CA 92418-0001 909.384.5302' Fax: 909.384.5158 www.cLsan-bernardino.ca.us October 16, 2001 Sam Catalano Central City Company 295 Carousel Mall San Bernardino, CA 92403 J ~v Dear Mr.,da~o: At the meeting of the Mayor and Common Council held on October 15, 2001, the following action was taken relative to Development Code Amendment No. 01-05, to expand the permitted uses in the CR-l, Commercial Regional-Malls land use district: The matter was continued to the Mayor and Common Council meeting of November 19, 2001. If we can be of further assistance, please do not hesitate to contact this office. Sincerely, ) i ,'!-) !'~. !t- . I'-AA_~ '..ct .', . "- ,-_< ,[,. L. ,.;-"\-- RACHEL G. CLARK, CMC City Clerk cc: Development Services CITY m' SAN HERj'URDINO ADOPTED SHARED VAJ.L~cS: Integrity' Accountability' Respcct ter Human Dignity' Honesty ~ ~"J )MALI!iJ CENTRAL CITY COMPANY I LLC 295 CAROUSEL MALL. SAN BERNARDINO, CA 92401 TELEPHONE (909) 884-0106 . FAX (909) 885-6893 November 16,2001 Valerie Ross, Principal Planner City of San Bernardino Department of Development Services 300 North "D" Street San Bernardino, CA 92418 RE: Development Code Amendment #01-05 Dear Valerie; I respectfully request that the above referenced item, which is Agenda item #29 on the Agenda for the Mayor and Common Council's regular meeting scheduled for Monday, November 19, 2001, be continued until the Council's second meeting in December. We need additional time to resolve some technical, legal issues with the Economic Development Agency and the City Attorney's Office. Once those issues have been satisfactorily resolved, we hope to move forward with our mixed use concept to bring additional jobs and tax revenues to the City of San Bernardino. Yours truly, ~ Salvatore F. Catalano, CSM General Manager !m[g@[gQ\YJ@f{jl NOY 1 6 2001 10 SFC/mmdm ~~E~6;~N BERNARDINO DEPA~~~~VICES ~ Member of ~< ( International Council ,. of Shopping Centers if 7-1 . . . M.Al,~,. November 16,2001 I~! ,,/C; I .-....'.....-.---'''-.....r... Valerie Ross, Principal Planner City of San Bernardino Department of Development Services 300 North "D" Street San Bernardino, CA 92418 "-1 () I. . .... ....-..... .J7~ /J..~ RE: Development Code Amendment #01-05 Dear Valerie; 1 respectfully request that the above referenced item, which is Agenda item #29 on the Agenda for the Mayor and Common Council's regular meeting scheduled for Monday, November 19, 2001, be continued until the Council's second meeting in December. We need additional time to resolve some technical, legal issues with the Economic Development Agency and the City Attorney's Office. 1~!r1 Once those issues have been satisfactorily resolved, we hope to move forward with our mixed use concept to bring additional jobs and tax revenues to the City of San Bernardino. Yours truly, () A-(L~____ ......,--- ) Salvatore F. Catalano, CSM General Manager OO[g@ [~Ii \Y./Ls /D Alll.. "'<,,-..' :~, , '-' ~:ui II '-~ SFC/mmdm CITY OF S~t, ST"'" . . DEV '-ll'~_.~.~U!!'~I...:' ElOPMENT ~EH V'CE" OEPARTMENf' .> ~#?-1) 11)11/0/ " 41-30 ;;;ll7/0 I " j~ l' it ~ . -,;: '.;Y " , '.,p :c:;" .,-,' A1/",,__,~__\~'. !l ,AOA', ,) ).~,. ,.t....",_ II/I"l/D// 11 oJ'? OFFICE OF THE CITY CLERK R,\CllEL G. CLARK, C.M.C.. CITY CLERK IlCSl"ESS REGL'TRATION DIVISION P.O. SO" 1318. San Bernardino' CA 92402 300 Nonh "D" SI!eet . San Bernardino' CA 92418-0001 909.384.5302' Fax: 909.384.5158 www.ci.san-bernardino.ca.us ~" November 26, 2001 Sam Catalano Central City Company 295 Carousel Mall San Bernardino, CA 92403 Dear Mr. Catalano: At the meeting of the Mayor and Common Council held on November 19, 2001, the following action was taken relative to Development Code Amendment No. 01-05, to expand the permitted uses in the CR-l, Commercial Regional-Malls land use district: The matter was continued to the Mayor and Common Council meeting of December 17, 2001. If we can be of further assistance, please do not hesitate to contact this office. Sincerely, ~A;J.~1u RACHEL G. CLARK, CMC City Clerk cc: Development Services CIn OF SAN BEIU,ARDINO AIJOPTEIJ SH,lREll VAL LIES: Integrity' Accoulltabilily . Resrect for Human Dignity' Honesty ~ ~.J )MAL~ 2001 DEe 13 P;I l/: S7 CENTRAL CITY COMPANY I LLC 295 CAROUSEL MALL. SAN BERNARDINO, CA 92401 TELEPHONE (909) HH4-0106 . FAX (90')) HflS-6f\YJ December 13, 2001 Ms. Valerie Ross Principal Planner City of San Bernardino Department of Development Services 300 North "D" Street San Bernardino, CA 92418 '" s "" ,.." C"") c,J ;r RE: Development Code Amendment #01-05 -!;= c.r: -.J Dear Valerie: I respectfUlly request that the above-referenced item, which is scheduled for the Mayor and Common Council's regular meeting of Monday, December 17, 2001, be continued until the Council's second meeting in January 2002. We need additional time to resolve some technical, legal issues with the Economic Development Agency and the City Attorney's Office. Once those issues have been satisfactorily resolved, we hope to move forward with our mixed-use concept to bring additional jobs and tax revenues to the City of San Bernardino. Yours truly, ()~=-". ~~, Salvatore F. Catalano, CSM General Manager SFC:r1s ~:~ ~1Y. ..~ ~. Iv\I7)\O\ ~ ~(~( Member 01 International Council 01 Shopping Centers -:if 30 .~.....,,,.. ...,-:...... fl /~.,.._,._~;'?,."'r'..t=,._ /;}-/7/0/ (17$' a / CITY CLERK'S OmCE RACHEL G. CLARK, CM.C. . CITY CLERK P.O. Box 1318. San Bernardino' CA 92402 300 North "D" Street. San Bernardino' CA 92418-0001 909.384.5002' Fax: 909.384.5158 Business Registration Division: 909.384.5302 Passport Acceptance Facility: 909.384.5128 www.ci.san-bernardino.ca.us w December 18, 2001 Sam Catalano Central City Company 295 Carousel Mall San Bernardin;fA 92403 Q .Iv"" Dear ~atalano: At the meeting of the Mayor and Common Council held on December 17, 200 I, the following action was taken relative to Development Code Amendment No. 01-05, to expand the permitted uses in the CR-I, Commercial Regional-Malls land use district: The matter was continued to the Mayor and Common Council meeting of January 22, 2002. If we can be of further assistance, please do not hesitate to contact this office. Sincerely, ~-'UJ. h 6C,,,,-,J RACHEL G. CLARK, CMC City Clerk RC:lh cc: Development Services CITY OF SAN BERNARDINO ADOPTED SHARED VALUES: Integrity' Accountability' Respect for Human Dignity' Honesty CITY CLERK'S OFFICE RAcHEL G. CLARK, CM.C. - CITY CLERK P.O. Box 1318 . San Bernardino' CA 92402 300 North "D" Street. San Bernardino' CA 92418-0001 909.384.5002' Fax: 909.384.5158 Business Registration Division: 909.384.5302 Passport Acceptance Facility: 909.384.5128 www.cLsan-bernardino.ca.us ,. February 7, 2002 Mr. Sam Catalano Central City Company 295 Carousel Mall San Bernardino, CA 92403 Dear Mr. Catalano: At the Mayor and Common Council meeting held on February 4, 2002, the following action was taken relative to the public hearing on Development Code Amendment No. 01-05, to expand the permitted uses at the Carousel Mall: That said ordinance be adopted. A copy of Ordinance No. MC-1115 is enclosed for your convenience. If we can be of further assistance, please do not hesitate to contact this office. Sincerely, ~c /:J. CJj~ Rachel G. Clark, CMC City Clerk RC:ls enclosure cc: Development Services CITY OF SAN BERNARDINO ADOPTED SHARED VALUES: Integrity' Accountability' Respect for Human Dignity' Honesty 1110 .;;l/"t/oJ- if;. _. " ~1C A uFOR OFFICE USE ONLY - NOT.A PUBLIC DOCUMENTu,,"" {~~l!?;-_-r. :i.:..' ,..~-.~~1~~:- . r:~~~~t~~B<. .. '.:_?~'~.:,~/:_:t;.1::~: 'j~.~~.~.~~~~?t;~'~.~,::~~~~-,>~---. .,- 'cm OF SAN BERNARDINO :'CITY CLERK'S OFFICE ~-,~.'__V ,.. RECORDS & INFORMATION MANAGEMENT PROGRAM .~.,. '-~ AGENDA ITEM TRACKING FORM Meeting Date/Date Adopted: # Va 2- Item No. / 0 Resolutioe~O' /J1:::=- - IllS- Ordinance Urgency: Yes Effective' 3 / 2.,/tJ '--- Termination/Sunset Date: Vote: Ayes: / / i '5 S' b ') Nays: 0 "..../ / I' / Abstain: ~ Absent: e '7 Date Sent to Mayor: Date Returned from Mayor: Date of Mayor's Signature: Date of Clerk's Signature: Date Summary Sent to Attorney: d.../S / tJ '2..- VJ/ O~ _ Date Summary Returned from Attorney: ( ~~~~ Date Published: Meeting Type:~ ~ Date Seal Impressed: Continued Fromrt2 & Item No. Exhibits Complete & Attac ed to Resolution/Ordinance: Reminder letter Sent: Reminder letter Sent: Reminder letter Sent: Request for Council Action & Staff Report Attached: Yes Notes: 1f~.J;~ /d- - cJ/L~hj; L ///v" / // ~ LJJ., s:.f,. Date Sent for Signature: Expiration Date: Copies Distributed To: No Ready to File: Date: DOCUMENT lOCATJON: fOIMSf~ ...T.....Form.CCFomlNo.lll-b5I~ 1:z,Q41'1996 I ,. First American Title Insurance Company 323 Court Street (P.O. Box 6327) San Bernardino, CA 92412 (909)889-0311 November 2, 1999 SABO & GREEN 201 NORTH "E" STREET SAN BERNARDINO, CA ATTN: DAVE GONDEK YOUR REFERENCE: CAROUSEL MALL Dear Dave, Please find enclosed the document on the above referenced that you requested. Please feel free to contact me with any questions. Sincerely, d. ~'n ~....IU__~ ~d SHERIDAN REID SR. TITLE OFFICER - SPECIAL PROJECTS SRlmlg r--. , , " 6-3-70 R.3-31-70 R.I0-21-70 .~~~mm~ . . ~,{ , f .-~;.;:c~ .. J ~ ( ! '.r .. U Br,or 7580 PAGE280 p . . W~en recorded mall thIs fnstrument to: FIRST ^.._::....~.,.. ~lT"' _..~..::.I C' ... J 4?~~~ , :n' SAli 8[~ ;X,::. ), {;i..;;,... ~~::1 RECITAr..s ARTICLE I I I ~ j .1 '1 J i I . , I ~ CENTML CITY MALL SAN DERN,\RDINO , CALIFORNIA DEFINITIONS Section 1.1 Project Area Section 1.2 Penney Parcels Section 1.3 Developer Parcels Section 1.4 Agency Parcels Section 1.5 Monwar Parcels Section 1.6 Harris Parcels section 1.7 Occup.~t ~ 794 Section 1.8 Party 'Section 1.9 Persons .:---.. section 1.10 Permittees RECOROEO AT REOUEST FlllST AMERICAN TITLE COMPANY Section 1.11 Parking Area 1970 DEe 24 PM 4~ 9 tOOK 7580 PAGE280 . OFfiCIAL 'fECOP:05 SAM 9(RHAR01H~ co. CAliF. :J.;:.i.p~:..--::c CC'''':~I: ~ :, (':i..' _:Jf Secticn 1.12 Common Areas Section 1.13 I~provement plans Section 1.14 Project ^rchitect ~ection 1.15 Malls Section 1.16 Floor Area (;~. (1 . \" section 1.17 Parking Garage Section 1.18 Pary.i~g.Index Section 1.19 Requir~d Parking Index :: Section 1.20 Unavoiinb1e Delays Section 1.21 Co~on Building Component Section 1.22 Hain store Building Section 1.23 TnA Section 1.21 sto~e Section 1.25 Dc:p~rl:.mcTlt stc..re P~rtic~ ScctiC:l 1 213 BnclojoG n:-ll section 1.27 TcrM~ Section 1.28 ~ortg~gc~ r:\GE 1 4 4 4 4 4 .5 5 5 '5 11 11 '11 11 12 12 12 13 ,13 13 . 14 14 14 j14 ~. 14 14 ; 14 14 15 15 (i<) !re ;, ,.. ~ !, rJli'll.~.~.,S;t.~l!~.jhll:ttel~I.liII~.,\~}4!."'~~~;;!"'~ - I "! I ' ~;a.t:l'~y!l . .. ~ , II.. .,:.. ~t<"'" "," l , 1 ! ; I , . wo~ 7580 PAGE281 R.O-31-70 R.IO-21-70 (. , ! I ~ ARTICLE II PROPERTY SUBJECT TO tlECrAAATION 15 (a) ARTICLE III OPERATIONS AND USES 15 (b) Section 3.1 General Use 15 (b) Section 3.2 Parking Area 15 (b) Section 3.3 Common Areas 17 Section 3.4 Restrictions on Uses 18 ~ Section 3.5 Permitted Uses 19 Section 3.6 Character of Development 20 Section 3.7 Prohibited Operations and Nuisances 20 ARTICLE IV REGUrATION OF IMPROVEMENTS 21 Section 4.1 Minimum parking Requirements 21 Section 4.2 Building L!.nes 22 Section 4.3 Partial Construction 22 Section 4.4 Excavation 22 Section 4.5 S ign5 23 Section 4.6 Exterior Walls 24 Section 4.7 Permitted Building Heights 24 I , Section 4.8 Right to Alter 25 Section 4.9 Common Building Compcments 26 Section 4.10 Right to Improve Property Con- taining Common Building Component 28 Section 4.11 Rt~striction. Against Commercial Enterprises 30 11 I~ " . R.8-3l-'O R.10-2l-70 R.Il-4-70 R.Il-16-70 c .) ARTICLE V EASEMENTS Se~tion 5.1 Easements for Parking Section 5.2 EaselT,ents for Pedestrians Section 5.3 Easements for Access Section 5.4 Easements for Common Building Components Section 5.5 Eas~ments for utilities Section 5.6 Easements for Construction Section 5.7 Relocation of Utilities section 5.8 Termination of Easerner.ts . section 5.9 Conditions to Easements ARTICLE VI OPERATION, MAINTENANCE AND REPAIR OF PARKING AREA AND OTHER COMMON AREAS Section 6.1 Section 6.2 Section 6.3 Section 6.4 Section 6.5 Section 6.6 1liJ8r-7580 PAGE282 PAGE 30 30 31 32 32 I 32 I i 33 I 33 (a) 34 J 34 (a) ( 34 (a) Operation, Maintenance and Repair of parking Area and Public Malls 34 (a) Operation, Maintenance and Repair of Developer Mall Parcels 35 Non-Contribution by Developer ~nd Department Store part~es D~f.ult by Agency and/or Developer Expiratio~ t~ city. Leases Agency Operation Prior to city Lease Terms Section 7.1 ARTICLE VII IMPROVEMENT PLANS Sche~atic and Preliminary plans B. Schematic I~provement Plans A. Preliminary Improvement Pl~ns Modification of Improveme~t plans C. E. Store Plans D. F. Plans for parking Garage plans for Developer Improvements G. Approval of Plans I 1 1 I I S~cticn 7.2 Section 7.3 construction Plans and Specifi- cations for parking Garage and Corrrnon Areas Constr~ct]on Plans and Specifi- cations for Developer ImproveTt'.ents iii 35 35 (a) 35 (a) ....35 . (d) 3" 36 36 ~7 39 41 41 42 42 43 43 . , R.8-31-70 R.I0-21-70 o , \ '. / COOK 7580 PAGE283 ~ Section 7.4 Construction Plans and Spec- ifications for Stores 44 ARTICLE VIII GENERAL DESIGN DATA Section 8.1 General Design Criteria 45 45 ARTICLE IX CONSTRUCTION AND OPENING O~ FLOOR AREA AND COMMON AREAS IMPROVEMENTS 46 (a) Section 9.1 Dep~rtment store Improvements 46 (a) section 9.2 Developer 'Improvements 48 Section 9.3 Agency Improvements 48 Section 9.4 Conditions Precedent to Construction and Opening 49 (al A. conditions Precedent to Construction 49 (a): B. Conditions Pr~cedent to Opening for Business 50 C. Tenancies 51 Section 9.S Separate Works of Improvements 51 (a, Section 9.6 When Construction Deemed ! to Have Commenced 52 ARTICLE X DEVELOPMENT OF FLOOR AREA AND COMMON AREAS 53 Section 10.1 Developer and hgency Improvements 53 Section 10.2 Imprbvements of Department Stor.e Parties 54 ARTICLE XI GENERAL CONSTRUCTION REQUIREMENTS 54 ARTICLE XII OPERATION 55 (a) Section 12.1 Operation of Stores 55 (al A. Cov~nant wi~h Respect (a) I to Department Stor~ 55 B. Type of Operation 56 (b) 1 , iv .~ =' ,.: ; , L i: ': 1.' :.1 ii.: " L ! :, i' f.. '1 I I i ....j 1 I ~ R.8-31-70 ARTICLE XIII ARTICLE XIV 11 RTICLE XV 1_- -I . _;...-' "..... _ '.. .:, I' )i . " .~t '~. ' .~ I I r,OOK 7580 r~E 284 , I I i i I I I I I I I I I I I I t ,. , I " ~ Section 12.2 Developer's Covenants 57 Section 12.3 Rul:c,"1 and Regul<1 tions 59 DAMAGE. INSURANCE AND REPAIR 60 section 13.1 Indemnity anj Liability Insurance 60 Section 13.2 Extended Coverage Insurance 61 Section 13.3 Obligation to Repair 62 Section 13.4 Repair. Maintenance and Restoration of Premises Waiver re Casualty Losses 66 63 Section 13.5 MISCELIJ\NEOUS 66 Section 14.1 Injunctive Relief 66 Section 14.2 Self Help 66 ,I Section 14.3 Un~void~ble Delays 69 Section 14.4 Notice as Prerc~uisite to Default 69 Section 14.5 Breach' Shall not Permit Termination 69 Section 14.6 Breach Shall Not Defeat Mortgage 70 Section 14.7 Attorneys' Fees 70 Section 14.8 Time of Essence 70 Section 14.9 Governing Laws 70 Section 14.10 Waiver of Default 70 Section 14.11 No Partnership 71 Section 14.12 Successors 71 Section 14.13 Brokerage 71 ARBITRATION OF DISPUTES 72 Section 15.1 Arbitrable Matters 72 Section '5.2 Arbitration Procedures 72 v " t I --~ I "'" ~~o "r 285 74 ,. R.8-3I-70 R.IO-2I-70 I ~ 'J ARTICLE XVI DURATION, EXTINGUISHMENT. CONTINUATION AND MODIFICATION Section 16.1 Duration ARTICLE XVII ARTICLE XllIII ARTICLE XIX Section 16.2 Right to Modify, Terminate, Am~nd or Extend . NOT A PUBLIC DEDIIATION SEVERABILITY NOTICES ARTICLE XX AT 'ROVJ\LS CONDEMNATION MEC!ll\NICS' LIENS ., ARTICLE XXI ARTICLE XXII ARTICLE XXIII, MUTUALITY, RECIPROCITY: RUNS WITH LAND Section :'3.1 Dominant and Servient Estates Section 23.2 Covenants Run With Land i Section 23.3 Assumption by Grantees and Rel~a3e of Grantors Section 23.4 SLIP " to Mort- pe~~a rOV1S10ns as gages and Sales and Leasebacks Section 23.5 Racial Covenants ARTICLE XXIV ENFORCEMENT OF CITY LEASES Section 24.1 Agency Enforcement Section 24.2 No 'termination ARTICLE XXV CORRECTION OF SIT~ DESCRIPTIONS AND EASEMENT DESCRIPTIONS ARTICLE XXVI TAXES AND ASSESSMENTS , ARTl<':LE XXVII MERCHANTS' ASSOCIATION Section 27.1 MemberShip Section 27.2 Developer Oc6upant Section 27.3 ARTICLE XXVIII COUNTERPARTS ARTICLE XXIX I PARCELS K AND L ! ARTICLE XXX DEFAULT UNDER DISPOSITION AGREEMENT ARTICLE XXXI PROJECT SIGN ARTICLe: XXXII TRUST' S LIflITED LIABILITY Li 1 ' 74 75 76 76 76 79 80 84 84 84 85 85 87 90 92 92 92 93 :'5 95 95 96 96 96 97 97 98 98 . .~ ' ~~7~:. ~.!:1 -~ . , ! l I r " , j ., S , 14 ,.{ rl'. L. :'~!i J.I ,. ir~' -j ~i !~ J " "':" "..: ' .....~..~ ,~-.t" f"~jI'.=, ~"'l~.o;1.!'j.;dl~~~":~, ., ...;. ..~: :.~t:...~\>,...,~-;k,,""l . ., .....,~ ~".o ..~:. 4~ . "~.'~. '" - '" (,,-t,;t;" ';";"~'~" >O,n '..:......, r,'tL; '-t" t,. "'~",""\i" ,- .~-..."~. .-t~r~-'illL..,.. , . "lo.\ ..'.~.;).~ ....: ....i.~~... i'...~.>,~~~~\W l~~ \...~'\~.._tt1;J:'f..~'~~~r~,.1'~K 1"";)fi~;':i:~"'~~l' ~.~/'n..,...l", ,.~.. .......,.-'.4' . ~', t.....,',.,."". ........_,. ~~~".t' ..,..~,~,,,,.....J:, Ii ~.."-.. '~1:~ .~l' '-Ir."~"J'], ';:'(l;~'~>':'. it'-.fty.';,,;~,";'. s:.~t~.~ ,f -i~1\"-J"'...::.r~.t'=k"'~:'~A', r'U!~:., ...,!...... ;>".iII:!: .." 1'...jf,;.~"...."";t1~",,~)-x ":V'"........'J~ "10'&1 "'I. ..:1Ii...."."".-.s-;,;, ';.: .......t.U"'~ikt... ; R,IO-21-70 R.1l-4-70 c .. lJ "~ 7580 be .,\.~ , < '~ t ~ . I' , I ; ,. ; EXHIBITS i , :, A Project Map B-1 Legal Description" of Penney Parcels B-2 Legal Oescriptivn of Developer Parcels . B-3 Legal Description of Agency Parcels 8-4 Legal Description of Monwar Parcels B-5 Legal Description of Harris Parcels C Sign criteria D Plot Plan E Standards of Maintenance F Rules and Regulations G Wards Letter H OWner Participation Forms I Pylon Sign Location c c 1 I I vii . ~ .. ,,' '0.. '. :hi~'~:., ~ .$/,.0,1 ~~_';.~..la [;oor.7580 P ,E287 - H 6- 9-70 R.8-31-70 i'. c . I DECLARATION OF RESTRICTIONS, CONSTRUCTION, OPERATION , RESTRICT~ON AND EASO'ENT AGREEMENT , THIS thc.:2.L day (A) DECIARATION (h"reinafter "REI....) is made as of Of//J~'/'1'7l'~~-t~ f 1970, by and between: .1 THE REDEVELOPjNT AGENCY OF THE CITY OF SAN BERNARDINO. CALIFORNIA ("Agcncy"': -; . J, JOHN S. GRIFFI1H & CO., a corporation, and CURCI-TURNER CO., a partnership, joint ven- \ turers under name and style of Central. city company a corporation (cl J. C. PENNEY C ("Penney"); (D) MONWAR PROPERTY CO~ORl\TIOU, a corporation I. ("Monwar"); i (E) THE HARRIS COMPJ\NY, a corporation ("Harris"); (F) CITi OF SAN BE~~RDINO, California, a mun- icipal corporation ("city"); j (G) UPfmM DEVELOPMENT CCMPANY, a Texas limit-cd partnership ("Upham"); and (H) CONNECT IC\JT GENERAL MORTGAGE AND REALTY INVEST- MENTS, a Massnchusetts business trust ("Trust"). I 1 I i 4 -1- \ , : l' . } ". ,"J' ;: ."" '.' ;! < " H' ..... '. '\ -I t r;r,~1. 7580 PAGE288 ' R. 8- 31-70 R-9-28-70 B!~.!!~.!d. A. This Agreement (hereinafter for convenience "REA") relates to a redevelopment project undertak~n by Agency desig- nated as "Central city Project Area No.1, CaliLR-79" in the City of San Bernardino, california (hereinafter called the "Pro- ject") pursuant to a Redevelopment Plan ado~ced by city on Feb- ruary 23, 1965, by Ordinance No. 2649 as amended (said Redevelop- ment plan as amended being by this reference incorporated herein and made a part hereof). The real property upon which the Project is tdbe undertaken is hereinafter sometimes called "Project Arel'" and "Shopping center..' B. The Community Redevelopment Law of the state of . california provides that adequate safeguards shall be i~posed so that the work of redevelopment will be carried out pursuant to the official Redevelopment Plan for each particular project and provides for the retention of controls and the establish- ment of restrictions and covenants running with the lands sold or leased for private use. c. For the purpose of providing adequate safeguards that the work of redevelopment will be carried out pursuant to the Redevelopment plan for tpe Project, and to insure the best use and the most appropriate development and improvement of ea ~ building site thereof: to (rotect the o~ne=s of building sites against improper use of surrounding builuing sites: to protect against depreciation in value of property in the Project Area: to preserve, insofar as pr~ticable, the aesthetic development -2- ....... ' . <"," j;;' 1)0.. . 'V.~., ~~";;).:":~.'."""f w-<t "r~ " '~:~ I'M, ~ ~...~?~ -.. J 289 i r erlo~ 7580 PAGE ~ t' '. ~ ", in the Project Area~ to guard against the erection of poorly . designed or proportioned structures; to insure the highest and best development of said, property; to encourage and secure the erection of attractive structures thereon, with appropriate location of such structures on building sites; to prevent inharmonious improvement of building sites: to secure and main- ~. , fi '. "f ~ .Of tain proper and safe setbacks from streets; to providv free space between structures; and in general to provide an adequate plan for safeguarding the wo-k of redevelopment in maintaining a f.iSh quality of improvements on said property, thereby enhancing th value of investments made by purchasers of building sites ther in, , the Parties (as hereinaft~r defined) hereto are desirous of s jecting the real property hereinafter described to the covenan conditions, restrictions, rights, reservations, easements, lie , and charges hereInafter set forth, each and all of which is an are for the benefit of all property within the Project, and fo. , ,- ; each owner thereof, and shall inure to the benefit of all of . such property in the Project Area; and for each owner thereof, and pass with said property and each and every parcel thereof,' J l' and shall, subject to the provisions, apply to and bind the , .r. successors in interest and any owner thereof. '. , _:.1 NOW, THEREFORE, Parties hereby declare that the real property described and referred to in Article II hereof Is and shall be held, tran5ferred, sold and .conveyed subject to the -'~ "" covenants, conditions, restrictions, rights, reservations, " easements, liens and charges hereinafter set forth. ] } I l i I -3- CfJOr. 7580 " GE290 R.O-3l.-70 R.9-28-70 IIRTICLE I DEFINITIONS Section 1.1 Project /\rea The Project IIrea is comprised of the following parcels I of real property ("parcels OI) shown on the site plan of the Pro-- ject Area attached hereto as Exhibit A and by this reference made a part hereof, being th~reon labeled and hereinafter called Parcels A, B, C, D-l, 0-2, E, F, G. H, J, Ma, Mb, Nand 0: the , "Agen.~y Parking Parcel" (hr"reinafter defined): and the "Agency ., Mall parcel" (hereinafter oefined). section 1.2 Penney Parcels Upham is the owner of parcels C and N and will own the , building improvements thereon and Penney is the lessee thereof. Such Parcels are described in Exhibit a-I, and are hereinafter called IIpenney Parcels. 'I Section 1.3 Developer Parcels The Trust is the owner of Parcels a, 0-1, 0-2, E, F, ..., G. Hand J, and Developer is the ground lessee ~f the fee thereof and will own the building im~rovements thereon. said parcels are described in Exhibit B-2 and are hereinafter called "Devel- - oper Parcels." Section 1.4 Aqency parcels Agency is the owner pf the Agency Parking Parcel and the I A'\gcncy Mall parcel and owns and "lill own the improvements thereon, and c:itj-' is the lessee thereof pursuant to lease agreements each dated June 10, 1968 (hereinafter called. "city Leases"). Said Parcels ar'1 . .J , 1 IIrt.I-~1.1 to 51.4 -4- r,[jO~ 7580 IAGE 91 R. 8- 31-70 R.1.0-2l-70 described in Exhibit B-3 and are hereinafter collectively called "Agency parcels," or severally called IlAgency Parking Parcell! or'tAgency Mall Parcel." sectio_~ Honwar Parcels Mon....ar is the owner .)f parcels ^ and 0 and will own the improvements thereon. Such Parcels are described.in Exhibit 8-4 and are hereinafter called IfMonwar Parce~ s." Section 1.6 Harris Parcels Harris is the owner of Parcels Ma and Mb and owns and will own the improvements thereon. Said Parcels are described in Exhibit E-S and are hereinafter called "Harris Parcels. II Section 1.7 0~~upant The term "0cC"1pant:" shall refer to each of the par~ies (as such term is. hereinafter defined), and any Person or Persons fro;";'\. time to time entitled to the use and occupancy of "Floor l Area" under any lease, license 0= concession agreement, or othe ir.strument or arrangement whereundp.r each Occupant acquires his or its status as such. Section 1.8 Party Th'O! term "Party" shaJ.l mean the Person (s) who at. the time in que~tion is(a:e) the owner(s) of the Parcel(s) in ques- tion c .;cept as .is otherwise ~rovided in subparagraphs 1, 2, 3 and 4 of .. his sectic:1. 1.8. The exceptions to a Person(s).bcco~ing a Party by I .~asc...il , I I)f any transfer or conveyance of the whole or any part of th<:, interest of any Party in and to such party's parcel(s) are as ! ~ 1 , foLlows: p.5-gL8 -5- I , 'u..... ,i.: ,-" " ,\. '.. ":.. .'{t..i. 'H~)~i~":~' "'~.....;. .rrJ~..."t "~""1"''''--J''''C:' .,....(......-1...... . ".~'.i''''.\ ,'" cli' , ,"".""> .' .. 'tot ~ ~..~r.~~'t:t~ ~ ~~ :to.~~, ~,:;j+,1f..~~''''---~';' "1,1 '. . ;;'1'~: -,'. ~~ ;1 " 1;..9-28-70 R.IO-21-70 R.IO-27-70 rlOOK 7580 PAGE292 i ~ i 1 ,j ~ . 1 'l i 1 . :1 ~ : .~ 1 ! 1. ~llijle and so long as the transferring Party retains t}-l...] entire possessory interC'.t in the Parcel. (s) or portions thereof so conv0yed uno0r the t~rms of ~ deed of trust or mortgage, j.:-, '.!hich event the Party owning s~ch possessory interest nhnll have tho staLus of Party. 2. The transfer',':r; conveY<J nee .:..s followed immed- 1 iately by a leaseback Lf the same parcells) or portion I thereof by such part~, or an affiliate thereof (a "sale and leaseback"), in which eVe~t only the lessee thereof sh~ll have the status of Party so long as the lease in ~~estion has not expired or been ter~inated. This sub- par~graph 2 applies to Developer herein named at t~c time of execution hereof as respects r.~e title tC"l tilC Devel?per Parcels. 3. The transfer 01' conve~.ance is by way 0: lease, othc.'" than as provided in 5'.:bparagraph 2 above. in which eve~~ only the lessor thereo~ shall hav0 the status of Party. For all purposes of this REA Penney has the status of a Par- ty as respects the Penney parcels so long as Pcmey leases the !=:arr.e from Upham: ,provided, howCl'ver, L.hat 5>:- 1C_~:.r:l from Upham shall be terminated, \olhethcr dur ..; '] tile primary term or any extension thereof, then and in L. ..t event, Upham, as and while a Party he~eto, shall hdve the =lgnt tu enforce any a....a all covenants under this R.E.~ that Penne:' cou],~ have enforced had such lease not been terminated. 4. T\l~ Person acquires 1:.:". sueL transfer -or cO!lvey- ance: -6- <. ,,~ ~..-'; ~ .;~~:. . ;1,:. . ,_Jl.- ,..'C/.."'".. ."h',;. j f I ~ gf ~ :~ ~ ,~ t ..: j , " j 51.S '1~.~ll.; JR.~ 'AW~' . ~ _'Um' .;~> ::- , I~' ~ "'.go . ~GQK 7580 PAG[tfg~- , " (a) ,: I Less than all of a Party's Par.cel(s); or (b) An undivided interest, such as th-,t of joint tenant or tenant in co~mon, in such Party's Parccl(s), or ~s partner or joint ventu=er in such party.s intar- est in its Parcel(s). In the circumstances described in this subpara9r~ph 4, the Persons holding all of the interests in such Par- ~21(s) are to be jointly considered a single party_ In ,-,rder that other Parties shall not l::e required w~":-h respect to said Parcel(s) to obtain the action or agreement of, or to proceed against more than one Person in carrying out or enforci~g the terms, covena~ts, provisions and conditions of this REA, then in the'circum~tances described in subparagraph 4(a) above, the Persons holding the inter- est of the Party in and to not less than 7~;' of said parcel(s) in question, a~d in the circumstances des- cribed in subparagraph 4(b) above, Persons holding not less than 7~~ in interest in such P?rty, or the holders of undivided intere3ts totaling not less thm 7~j. of the entire estate in and to said Parcel (s) in ~ question, shall designate one of (heir number as such "Party's Agent" to act on behalf of all such Persons. -7- J; i R.8-3l-70 ~. ~~~~~ . If any parcel(s) is owned by Persons owning an undi- vided interest therein under ~ny form of joint or com- mon owner5hi~, then ~f1 the determination of such 7~~ I " interest each such o~~er of such undivided interest I shall be deemed to represent a percentage in interest of the whole of such own8rship equal to his fractional i~terest in such parcel(s]. Any int~rest owned by any Person who is a minor or is otherwise suffering under any legal disability shall be disregarded in the mak- ing of such designation unless there is at such time a duly appointed guardian or other legal representative fully empowered to a~t on behalf of such Person. r- In the absence of such written designation, the acts of the Party whose interest is so divided or held in undivided interests (w~lcther or not he retains any interest in the parcel(s] in question] shall be bind- ing upon all Per~on5 having an interest in said Par- cel(s) in question, until such time as written notice of such designation is given and recorded in the office t: 9f San Barnardino County, and a cop' each of the other Parties by I of the county Recorder "' " , thereof is served upon registered or certified;mail. provided, however, in the following instances'all of the other parties, act- 1ng jointly, or in the failur~ of such joint action, ar.y other Party at any time may make such designation of the Partyls Agent: " . ~ 1 3 ~! ~l.8 -~ "i . , J ! l 1 ., BOOK 7580 PlGE295 (i) If at any time after any designation of , a Party's Agent, in accordance with the provisions of this subparagraph 4, there shall for any reason be no duly designated Party's Agent of whose appoint- ment all other Parties have been notified as herein provided, or (ii) If a Party's Agent has not been so desig- , nated and such notice has not been given thirty (30) days after any other Party shall become aware of any j ~ change in the ownership of any Parcel(s), or (Hi) If the designation of such Party's Agent earlier than the expiration of such thirty (30) day period shall be reasonably necessnry to enable any other Party to comply with any of its obligations under this ~.or to take any other action which may be necessary to carry out the purposes of this REA. The exercise of any powers and rights of a Party under this REA by such party's Agent shall be binding upon all Persons having an inter~st. in any such Parcel(s) owned by such Party. suc~ party:s Agent.shall, so long as such designation remains in effect, be a Party hereunder, and the remaining Persons owning such Parcel (s) shall be deemed not to be Parties. The other Parties shall have the right to deal with and rely upon the acts or omis- sions of such party's Agent 1n the pcrf~rrnance of this 51.A -9- r,(;o~ 7580 PAGE296 R~; but such designation shall not, however, relieve any Porson from tne obligations created by this REA. Any Person designated a Party's Agent pursuant to the provisions of this subparagraph 4 shall be the agent of his. principals, upc.:l whom service of any process, writ, summons, order or other mandate of any nature, of any court in any ~ction, suit or proceeding arising out of this REA, or any demand lor arbitration may be made, and service upon such party's Agent shall constitute due and proper service of any such m~tter upon his princi~al. Until a successor party's Agent has been appointed anq notice of such appointment has been given pursuant to I the provisions of this subparagraph 4, the designation of a party's Agent shall remain irrevocable. Upon any transfer or conveyance, which transfer or conveyance would create ,a new Party pursuant to the terms hereof, then the powers~ rights' and interest herein con- ferrec upon such new Pa~ty wit~ respect to the parcel(s) so conveyed, shall be qcemed assigned, tr~rt5ferred or conveyed to such transferee or grantee, and the obIi-. gations he~ein conferred upon such new Party shall be deemed assumed by such transferee or grantee with respect ~ to the parcel(s) so acquired. ;. ) 'j i ..~-~ 1 51.8 -1.v- R.11-4-7~ ~ r i ! . . > , S ecHon 1. 9 Persons The word "Person" or "Persons" sh~J.l mean and include individaals, partnerships, firms, associations and corporations, or any other fo~ of business entity. Section 1.10 Permittees The term "Permittees" shall refer to all Occupants and all customers, employees and other business invitees of OeQu- . pants. f~~ction 1.11 parkinq Area The tlparking ~arage" and all "corrunon Areas" used for the parking of motor vehicles, including incidental and inter- ior roadways, walkways, cu~bs and landscaping within areas us~d for parking of motor vehicles, together with all improvements which at any time are erecteu thereon (and which are subject to the provisions of Article V), shall be referred to as "Park- ing Area." The Parking'Area shall not include truck ramps or truck loading or truck. delivery areQs. Section 1.12 Common Areas All areas within the Project Area which are subject to nonexclusive use as hereinafter provided for in paragraphs A, Band C of Section 5.1, shall be referre:d to as "common Areas. II Such area.!:; shall include Parking Area, roadways, walkways, "Malls," landscaped areas, nnd all other similar facilities provi.ded for the convenience of Permittees. Common Areas shall not include 1 1 ! , , i- f r I , i , , I 51. 9 to:; 1. 12 -11- BOOK 7580 p~GE2g8 R.H-31-70 R.9-28-70 R.l0- 21-70 buildings, areas or facilities which are constructed and used for commercial use ns provided in this REA. t Section 1.12 Improvement Plans Plans and specifications prepared for the development of the Project Ar~a or portions thereof as more particularly set forth in Article VII of this RE1\., shall be referred to as "Improvement Pl..ns.'l Section 1.14 pro;ect Architect The "Project Architec't, ft Gruen Associate5, Inc. of Los ~n9cles, california, shall frepare Improvement Plans fer the devel- opment of the portion of the Common Areas (including the Parking Garage) located withi" the Asency Parcels not heretofore d~signed; shall review, coordinate and approve any design performed pursuant to the l~st sentence of this Section; and shall perform such other architectural or administrative services for the Parties as ar.e pro- vided for herein, or may b~ otherwise mutually agreed upon. The" Parties, acting unanimously, shall have the right from time to time to designate and redesignate the Project Architect. Nothing herein contained shall be deemed to preclude the selection by city or A9~ncy of an architect to design the improvements required to be constructed by it under this REA. Section 1.15 Malls I :\ The Agency Mall Parc~l (both enclo~ed and open portions there- of) and the portions of Developer Parcels constructed as part of the "Enclosed Hall" are herei.nafter referred to as "Malls" and are part of the Common Areas. It is spe~ifically understood and agreed that Ie term "Malls" as used in this ~ includes the pedestrian bridge c 1- necting the Enclosed Mall with the public areas on the East side f "E" Street as shown on Exhibit A: and that all of the duti-es and 1i- , . 'I " , . 1 " 51.13 to51.1S -12- , i ! I I I I ! I I I f I ~ gat ions of ~gency ~nd/or city "pursuant to this REA with respect t~ the " , 'j j 1 1 " , .~ , I R. B- 31-70 R. 9- 2B-70 (I BOOK 7580 PAGt299 construction, management, maintenance arid operation of Common Areas (including Malls) shall be equally applicable to such pedestrian bridge, subject, however, to the provisions of Section 6.5. Section 1.16 Floor Area Separately, with respect to each building at any time erected in the Project Area, the term "Floor Area" shall refer to the actual number' of square feet of floor space within the exterior faces of exterior walls (except party and interior walls as to which the center thereof instead of the exterior faces thereof shall be used) of all floors, basements and side- walk sUbspaces, or parts thereof, and no deduction or exclusion therefrom shall be made for any space occupied hy or used for col"'l..'lS, stairs, elevators, escalators or other interior con- struction or equipment: provided, hCNever, there shall not be included in Floor PJea, or there shall be excluded therefrom, as the case may be, all space in: (i) exterior balconies, (ii) stock mezzanines, (iii) sub-basement, (iv) penthouses, vaults, rooms or other structures to hou$e mechanical or electrical equipment, (v) loading docks and other facilities outside of exterior walls, (vi) fire-exit stairways and corridors, (vii) service and delivery facilities used by more than one Occupant, (viii) public restroom facilitie~ not located' within the prem- ises of an Occupant and (ix) Developer's Project management office (not to exceed 2,000 square feet pf floor spac~). Sectio'1 1.17 parkinq Garaqe The multi-level vehicular parking facility to be construc- ted by Agency on a portion of Agency Parking Parcel as sh~<n ~oth in plan and in cross-sectiol on Exhibit D. Section 1.18 park~nq Index The term "Parking Index" shall refer to the ratio of the nur:ilier of striped motor vet'tele parking spaces in the parking- Area to the n~mber of square feet of Floor Area in the Project Area. 51.16 to 51.18 -13- , I I II I \ j , , j I ! ", I."".. .~ .' ','- ';';.'1". t"'-f' ~ " .:.' 'c:' .-1 " 'Jr' .... .... ,::_~~~- ,~;}:,;~.:- '. j.>~:"':~'~i::~ .,....~_... ,_'o.t ..;.... !~';<,.: :,~:;, :~~' ';t:-- ~." .' ,'" ."",' . -,;;>-;:-~'.,:- <t':.. 'p~#~~~ir~;~~, ;,;'ir;:~;;;i)i: .".~?j" ,'I.", "f..... .._..1.,1 ~0::ttl~;:{.::\:JN'~; ;fh .~(;~ ~.J....,I ,.,.._ .....; .'.1 '.l i,1 ..:.t... ~,.~. ..',_ .. ...., - "C. "-,' -; i;; _'J, ..' . . ~~. , '.- , .. r ., ~ ....~ "~","'i1./~' ",,;;.>t'i$l'j' '~;f,' ..~,i, .,l'.k'\"":'" ,.q.". .,:' ",,~~f.;"'''. . ..~ . ,,0.. c '.'f' ~,;.. ':7" .,-. -., ..,...(, 1. t' \~,,~ !'~ .;... r ,"."~ ...~.!;I. :li' /~t:-!;~l~:,,:,,:::. ;h.~.I';;"~:".!;.!",.~~~..S ~ ~ '" , ~., ... l. ,,1 . . ."," ,I;:; r .. ".r _~.' ' ., .~ftd..f1i>, )::4J-t.. ""_of" .~,~"',.~fr..'~ ..1.- I BOOK 7580 PAGE300 Se"tion 1. 19 Required parkinq Index The term llRequired Parking Index" shall refer to c.1 Parking Index of 3.5 per 1,000 square feet of the Floor Area referred to in the preceding Section 1.18. Section 1. 20 Unavoidable Delays The term "unavoidable delays" shall refer to delays occasioned by the circumstances d~scribed in Section l4.~ hereof. Section 1.21 Common Buildinq Component "The term "Cornmon Building Component" shall refer to a construction component used ~n common by two or more Parties. Section 1.22 ~tore Buildinq The term liMa in Store, Building" shall refer, respectively, to the building on Penney Parcel C, to the building on Honwar Par- eel A, and to the building on Harris Parcels Ma and Mb. Section 1.23 TEA The Term "TEA" shall refer, in the case of Penney, to ~ the building on Penney Parcel N and shall refer, in the case of I Monwar., to the building on Monwar Parcel o. Section 1. 24 Store 1 , 1 The terms "Store" and "Stores II shall refer to the building improvements of Penney, }lonwar, Harris and/or Developer as the con- text may require, and shall include any TEA u~less specifically excluded. Section 1.24 Department Sto=e perties The term "Department Store Parties" shall refe:!:' to Penney, Mon\-/~r (as the party required to cause performance of certain, obliga- tions hereunder by Montgomery Ward & Co., Incorporated) and Harris. Sectio~~~ Enclosed Mall The term "Enclosed fl"a11" shall re":Cl. to the: enclosed portion of ^gency Mall Parcel and to those portions of Developer Parcels : I 1 " ~1.19 to 51.26 -14- ,.I ] 1 , I , p,"a~ 7580 PAGE3d1 R. 6- 31-70 R.9-26-70 :.> contiguous thereto which ar~ improved as roofed and lighted pcdcs- ~ trian malls wherein climatiq control is maintained by mechanical means and which are designated on ExhiJ:jt 0 as "Enclosed Mall." Section 1. 27 Terms ! The -terms "Developer", "City", "Agency", "penney", "Mono.. rto and "Harris", respectively, as used in' this REA, shall, ~o far 9 the ':erms, covenants, provisions and conditions of \-his REA to be kept, performed and observed bY.Dcvclo~er, City, Agency, Pcnnay, Monwar and Harris, are c~nceined, mean and refer only to the Person who at the time in que.tion is the party with respect to the Develop~r Parcels, the Agency parcels and the penney, Monwar or Harris Parcels, as the case may be appropriate, it being agreed and understood that such terms, covenants and co~d~tions shall be bind- ing upon Developer, city, Ag~ncy, Penney, Monwar and Harris, and their respective successors and assigns only during and in respect of its or their respective successive periods in which each re- spectively is a Party. Notwithstanding the foregoing, it is ex- pressly understood and agreed that the requirements of Articles IX, , X and XI respecting construction snaIl be and. remain the respect~ve covenants of Developer, City,. Agency, Penney,' Mon\o.'ar a:1d Harris, as therein set for81, and shall be covenants running with the land, in addition to being personal cC;venantR of ,such part;.:!s. Th~ covenunt on the part of penney, Monwar (as respects its covenant to cause Montgomery Ward & Co., Incorporated to operate1 and Harris to do business is and shall remain a personal covenant of each such re- spective signatory, and their successors by means of merger or con- solidation, but shall not ntean any'other person \o.'ho shall acquire the interest of s1.:ch party in it:::; respective parcel. 51.27 -15- , 1 ..Jj I: R.9-28-70 R.10-5-70 R.10-21-70 eoa~ 758 0 PAGE 302 MO:lwar covenants and agrees that Mor~ar will cause its parent corporation, Montgomery Ward & Co., Incorporated, to exe~ute and deliver to the other Department Store Parties and Developer concurrently h~rewith for their ~cceptance a letter 3greement in the form attached hereto as Exhibit G and by this reference made a part hereof. Section 1. 28 Mortqaqee As used in this- RBA the term "Mortgagee" shall include a mortgagee, the trustee under any deed of trust, and to the extent applicable, and as hereinafter provided, shall includA a fee owner of any Parcel whi~h is the subject of a sale and lease- back transaction. ARTICLE II PROPERTY SUBJECT TO DECLARATION The real property which is and shall be held and shall be conveyed. transferred and sold subject to the covenants, conditions, restrictions, rights. reservations, eascmentw, \' liens and charges with respect to the various portions thereof as set forth in the various Articles, sections, paragraphs and sUbparagraphs of this REA, is particularly described in Exhibits B-1 to 8-5 inclusive, attached hereto. ~ " . t '1 1 I E~2~_ -15(a)- ,., ',.,'-. 1<~":.;.~:, ~:-tf~{ "f '!~-h '''', .-...~t:-'.j' Ft,...". :' ~ . .'~ ~ . f '.,t.:,. 'f,~' . 1,1I~~~1"~.'.1' f,'! '1-,,~~ r" I ... ~ . ~ ., Ii; . .' ..,:." ";" ".':'~';i:'" : "J,1;I._,~./J,..:'';jJ,'''~'' , f"'-, ',,'j \ ~','1_"" I, Jr. ",', '" t"\ ........, ~.., ...... ..... ..r.'" , 1~'" ~j'-"t.~." . I .'.' , J '.. ' . ~.. ,.. ,. R.9-28-70 R.:i.0-5-70 R .11-4- 70 R.11-19-70 (, BOOK 7580 PAGE30 , , ARTICLE III OPERATIONS AND USES Section 3.1 General USf'! I . No part nor all of the Project Area shall be used and no building nor other improvements shall be thereon con- i structed, maintained or used for any purpose other than those commercial or business Furposes expressly provided for in this REA, and uses directly incidental thereto, and except as pro- . vided in Paragraph 4b of the city Lease of the Enclosed Mall which states as follows: i' "n. city agrees that the use of the leased premises shall be restricted to uses consis- tent with the purposes specified in subpara- graph a. of this P3ragraph, provided, however, that city shall be allowed to use the leased premises for appropriate civic uses, subject to approval of Agency, which approval shall not be unre<lsonably withheld." .' I Section 3.2 Parkinq Area The Parking Area will not be used for any purpose other than the following: , i , , \ ,'] :.1' :,~ Arl.III-53.1.53.2 -15(b)- R.9-28-70 \. ' BOOK 7580 PAGE304 A. The surface of the Parking ~rea will not be used !or any purpose other than: (1) The parking of vehicles and directly incidental purposes: (2) The purpose prcvided for in this Section and Section 3.3: and . (3) Pedestrian movement, vehicular traffic, truck traffic and truck loading and unloading operations with respect to the businesses operated in &loor Area in the Project Area. B. No buildings, structures or improvements shall b~ constructed on or above the surface of the Parking Area other than: :' (1) Parking facilities (including the Parking " Garage) and directly ~ncidental facilities; (2) Traffic and tedestrian directional signs: (3) Decorative improvements and landscaping incidental to the above: and (4) b\.u..:il other signs as ill the opinion of CQun- sel for any party shall be necessary to prevent a dedication of or the accrual of any a1verse rights in or to any part of the parking Area. c. Any improvements constructed below the surface of .~ the Parking ~rea: , , \ p.2 A.B.C -16- 1((;,.1~ ~$';..:~.:.::jt:;{.,}14~~~ "'~'I~ ",,.!:' _..-J ":f.\,"~ ~l\-' .~::;("'l, U;'~" \~",'l4... -'.~\;:lf.jt~~~"~~ ,,:.:.:. I...:r,"... ",:...,._",~:}" ~. '''i- ~ ,'71?1~ h \.; .-t .;,,~ ~r..~! ~~'.<;..., I~i; ';'~1I.:l:'. :r.,~~~,~-4i.r;~,..:... , 1 r i R.9-28-70 R.1l-4-70 ( ) I, ) BOOK 7580 PAct 305 I I ! " I i '\. ;), i !j I '~< ! . , " , .. I I I (1) Will be constructed, maintained and operated pursuant to law; (2} Will have necessary entrances and exits on the surface of the Parking Area for pedestrian traf- fic and,if used for parking, for vehicular traffic; (3) Will (except during and only to the extent i \:' of actual and necessary excavation and construction) not unreasonably int~rfere with surface parking on the surface of the Parking Area. , Section 3'.3 common Areas The parties shall. cooperate with each other with respect to the uses, op~ration and maintenance of the Co~~on Areas (but nothing herein shall be construed to vary, augment or diminish the rights and obligations of the part'ies with respect to such use, operation and maintenance as specifically elsewhere set r " , forth in the REA). Co~~ercial use of the Common Areas shal~ !." ~'. not be permitted. The Common Areas will not be used for purposes other r-~ . ~"-. than the following: " rc~ A. I The surface of the Common Areas will not be us eo ~ . for any purpose other than: (1) The use of pedestrians, pedestrian traffic, and directly incidental purposas; ~ ,1 (2) The purposes provided for in this Secticn,and in Section 3.2. t.,: B. No buildings, structures or improvements shall ce constructed on or above the surface of the Common Areas ot~~r :-;"' tha:1' i . 1 I ~3.3-)\,B -17- 1 1 ! .,; 1 1 ',.J". "\-,,_.... :-"), "',',' " ~~ ~.\ .~:.., . :_< .' ~...'~ ~, . '{.;~~y}p..r:'; '~~t-~z)~~:~,.i tl'~?~~~~~~r: :r~e'1.~r::~~ (~:J t t!i>:#"~~ ~.f~-:~ :~;,;!~I~~;.- __i{of.l.'r SI:' .,,1 0.. ",-.:tl~-"'i':' <.-. _ t. '~d ) '. '.I- '" ~~,.\",;r.:"l"'- f./>'..-;; ~-I .:. '1"" '~:.t,~"i.t~~ ~:..-; ,.' :'.. ,...~ _.; >1';."....,"'} ','''';'1' ,....~~'l',<;~ .- ,... __,' . " . ,,<.. ~ . . ;1 , R.8-3l-70 R.9-28-70 R.1l-4-70 BOOK 7580 FAGE306 (1) Accommoda~ion facilities, Malls, pedestrian bridges, and facilities directly incidental thereto: (2) Pedestrian directional signs: (3) Decorative improvements and landscaping inci- dental to the above, (4) Facilities incidental to and commonly found in connection with an enclosed mall shopping center development and used in similar modern, attractive first-class, retail shopping centers; and (5) The p',rposes provided for in this Section, and in Section 3.2 and Section 3.4. c. Any improvetftcnts constructed below the surface of the Common Areas: (1) j Will be constructed, maintained and operated pursuant to law: (2) Will (except duri~g and only to the extent of actual and necessary excavation 2nd construction) not unreasonably interfere with ~cdestrian traffic on the surface' of the Common Areas. Section 3.4 Restrictions on Uses A. Not more than ten percent (l~~) of the Floor Area on Developer Parcels shall be operated, f used and/or ~~in-' tained as (or for use as ) retail service facilities (facil- ities for the sale of services). -:;3.3-C 53.4-1\ -18- F~ $' ':.!, '";"1::.'."f'rl~'I'l~ .!;_J.L ~ ,.' 'l<\~I" ..t. .~(;""J - ,..~. '[, ..~:7!"..-;. . .;~; :',; . , R-8-3l-70 R- 9-14-70 R.9-28-7r R.10- 5-70 ( ) BOOK 7580 ~\GE3d7 B. Ne;.ther the Project Area nor any part thereof shall ba used, and no building or othar improvament shall be thereon constructed, maintained or used for any purpose other than tha following: Retail, office and servic2 c~tablishments, includ- lng, without limitation, financial institutions, brokerage offices, restaurants, automotive service :'tation.:::, travel and other agencies, but excluding aut~~obile body and fender repair work, automotive .:-~les display area, r:..:>wling all~y, car washing ~stablishment, veterinary hospital, mortuary, com- mer~ial laundry plant'and similar service establish- I ment~.. unless specifically approved ill writing by the Parties. Office 'lse shall not ip-:lude a building used primarily for general office purposes. Any skat- ing ri~k shall be subject to approval as to location by all of the Parties. Se~tion 3.5 Permitt~d Uses Exc,:,t as otherwise prohibited by this REA, any part and/or all of the .'reject Area may be used for any commercial or business operation, use or purpose ~hich is cxpres~ly authorized herein and which is noL prohibited by tnis REA or. by law. " l ~ 1 . , , 1 j ~ ~:!.4-B ~::.. 5 -19- i ; I " . ~ ~~ ~ I . .~ '~ ~ ~ l. ~ \j ,. j i ., lid' .' '."~' .~.~ II,' ,;. ~''f-E'-'' '"'3 Ae,' . . 'C'.", .. .f,,',. ~;. .... " ,-;' .X:..<., .'~r ~~;\: R.8-31-70 R.9-28-70 ( I ( ) r., ,7580 Pr,:3O'8 section 3.6 Character of Development Developer covenants and agrees that, when ('vrnplcted, the ject AreLl. will constitute a first-cl.J.ss, two-l'-'vcl. ......... , ;~d n',.,ll regional shopping center anchored with at ledst ~~':ce (3) department stor~s and will have a mix and balance of occupants comparuble to that of si.milar such regional sh.::>pping -:ent....;rs in :;.he State of Californi.fl. section 3.7 Prohibited Operations and Nui~~~ No use or operation will be made, conducted or permitted on or with respect to all or any part of the project Area, which use or operation is obnoxious to or out f harmony with ~he develo~~ent or operc:.tion of a first-class shopping center, including (b,~' not l~m~ted to) the f~llowing: 1\. Any publ_c or private n"isance. B. Any noise or 50'''-': I":~~.:lt is objectionable due to int~r- mittcncc, beat, frequency, shrillness or loudness. c . An~' obnoxious odor. i. Any noxious, toxic, caustic or corrosive fuel or gas. E A~'.' dust, dirt. or fly ash in excessive quant: I~ies. F. Any unusual fire, explosion or other damaging C~ de .'gez:ous ha:.:.llJ. p.G 53. "-A to F -20- .0- '. I I I I , , . , ~ , " I , ,; '1 ~I '. i II' ".- . R.8-31-70 R.9-28-70 !: (, BOOK 7580 PAGE 30'9.' , \' I G. Any warehousc (but any arca for the storagG of goo s intcndGd to be sold at any retail ~3tablishment in the Projcct, , Area shall not be deemed to ~e a warehouse), assembly, manufac- ture, distillation, refining, smelting, agriculture or mining operations. H. Any trailer cou;t, labor camp, junk yard, stock yard or animal raising (other than pet shop). I. Any crilling for and/or removal of subsurface sub- stances except for below-surface entry operations at least 500 feet below the surface. f or disposal of garbage or refuse. J. Any dumping K. Any fi~e or bankruptcy sale or auction house oper- ation (except as may be conducted Flrsuant to Court order). L. There shall be no kiosks on any portion of the Pro- ject Area without the consent of all of the Parties hereto, or other sales perrnittp.d outside of any Floor Area. ARTICLE IV REGULATION OF IMPROVEMENTS Section 4.1 Minimum Parkinq Requirements No building or other improvement contaildng Floor Area shall be constructed in the Project Area unless and until pro- vision is made for the construction and mnintenance of .adequate Parking Area within the projett Area so as to provide at least the Required Parking Index for the Fioor Area to be contained in the Project Area up~n the completion of construction of such l Floor Aretl. p.7-G t9 L Art.IV_~4.1 -21- : ~,--~;.~., ':'-'.," },;-,,^,,~ '~i:'J"~.~,(.c.~ ~J"''''~ ). '-It.'~ . ,~~,~'>)'1s-;\.;.:t,~-~:",J~:('i ~ ~:}'~~" .'I.:f,.. ::', ~:"..t;' ,,] ,....1..~lk . - . "if:': .~' . ....' ,'" I '.,' 01" .' , " vW,":,1;~....:I. -;..rl 1...,.~.J /'..' I..iL::..:" \...~" I....... - .;. ..1... .c-" ''':... r~~-lM"I1...{,'>..... ....~" ~I' --r >( ;: t'" 1....'l... "p:-' ~~_';,;.~"'~- ". ,::,:,.-\ ~,.. :,.. .,"':.:'.:..-1':.~';~~ . ,- ~ :, ;,: ( - \ '"?", '1" ~.,.: ,/ .."' ,.r. " '",,' '" '}"~" .;, {'.;t.~.C"t r\::li.')."~' f.;-,;;.', ,_,..."~, " ~ . .>: ',;.4 ;,,' If "Ii.."fi. ,f I 1 i R.8-3l-70 R.9-'8-70 l ' eorJK 7580 PME310 ~, I section 4.2 Building Lin~s A. No bUildingJ structur- or improvement of any kind shall be constructed, in,talled or maintained above the surfrce of the ground area lying outride of the building area lines indi- cated on Exhibit A. ~ B. The following buildings and improvements are spcc- ifically excluded from the aforementioned provisions: (a) The Parking Area and Common Areas, includ- !pg lighting facilities incidental thereto. (b) Roof overhangs, ntarquees and decorative protrusions from such buildin9~ and/or improvements, truck ramps, loading facilities, pedestrian bridges, signs and landsc?ping all as permitted hereunder. Section 4.3 Partial Construction Any building and/or improvement shall be diligently pro- secuted to c~npletion after the commencement of construction thereof, unavoidable delays excepted. Section 4.4 .~xcavation No excavation or unusual earth-movin~ operations dhall be made except in connection with construction of buildings and improvements in the Project Area and for the installation and maintenance of utilities. Such operations shall be diligently prosecuted t~ completion (unavoidable delays excepted), and upon completion of such excnvation and/or buildings or improve- ments, any exposed openings shall bs back-filled and compacted , \ 54.2-51.4 -22- .i 1 i j . .. :';...:."'f"A"l-r.;:'"{o.~ I"/~ '.\' }~~,';~'~~'t.1i.::!;'..,"";:, ::~~I\'-~.'''''",;,~~, I....:..--:L~.,~"'"t.l-.....;,'t~ ~,,~ . --:.. . ',..., . ,,:" < .,.. ~'_ 'i>.... ."'''"''' 't ~ 't" . ~ .' ._'~..~"~.r" " 'd'-- ,"...: ..C".'.,:.. '.:..;,:'~'l.~.,' ' Itr::-;;., ~.v. 1. .:t:!Jr"". .t-.1~~,!o-';",;.:r?-\".""'~ '~j~1~t:I~;~~~';;: ~~' tf' '~~4~'."Ji}';~ ~~ ~?:.,). 'f f ;;\tlt..~-:{ ~. -;.;, -~.., R.8-3l-70 R.9-28-70 o BOO~ 7580 PAcE311 and the disturbed ground shall ba graded, leveled and appro- priat~ly surfaced. Section 4.5 Siqns A. Siqn Criteria. Attached hereto and marked Exhibit C are criteria for all signs to be ~rected within the Project Area and no signs shall be erected in the Project Area which do not conform in all respects to said criteria. It is under- sto.:ld that said criteria,'eX!lresslY excludes (except for specific thereof) the ~uilding identification signs of the ., Store partie~r .i. prOVl.S10nS Department B. Approval Required of Non-Conforminq Siqns. If any Occupant shall request a sign not complet~ly in accord with the criteria, such sign shall not be erected without the written consent of the Parties. Any change made to any initially con- forming sign which causes the same to fail to conform to the sign criteria, is hereby prohibited, and any such changed sign shall be considered as a new installation and deviation from the criteria shall similarly require the approval of the Parties. C. Store 5 iqns. Notwithstanding the foregoing, the Department Store parties may erect, use and maintain their respective customary (and, as to Harris, its existing; and as to Monwar, customary Wards) signs anywhe~e on their Main Store Buildings and, as to Penney and Mon~ar, its respective TEA on Parcels Nand O. !i4.5-1,lJ,C -23- '-'l...r:;'f";'-.4.~.." ~ :"-l' ;~~.'l;t~:,,'f.)t.,j ',y"~, ,.. '" 'r . ',',' l ') 'I' "1"'~" "I " ~ _'("'"'!\.~",.~. .' . :.' \' '.:' .. ~'I.,\ ~ " .~. ,....,:,~~~...'I'.<-'. : '.t~.,- ....::.: ."t~"'. ......,..F..' -l>"\~~";;.':'''~,l .' ..... t!...40....:;,H.~'"l ,~' 1 \o~ "/1" , . '.. 'I ". r,~. '" . '~: ;' .,~ :':. ~ ! I N:,:/' 'I, . I .... I .J~!.: ~ ..; '"' '.: ~ ,t.~. ,;~,' c'II'1 ,'I ..':. ."IJ:~ .' .., .: ;_:'~'. '. f.:;I:~<-'.,,~~..'I. ';1'."" f.JJ~ ,..t.t.:!- -; ..-".,. ... 'i -..l .'\.. ,.'. .~. ". "., I' . '("1' R.8-3l-70 R.10-2l-70 R.10-27-70 (; rOOK 7580 rAGE312 Section 4.6 Exterior Walls Exterior walls shall be constructed of types of matcri~ls and have an appearance of quality at least as good as like buildings commonly found in modern, attractivn, first- class shopping centers. Section 4.7 Permitted Buildinq Heiqhts Buildings in the Project Area may be built to heights not to exceed those established by the following schedule; pro- vided tpat penthouses or roof structures for the housing of elevators, stairways, tanks and fans, or similar equipment required to operate and maintain a building, and skylights, flagpoles or similar structures may be erected above such height limit: Parcels Heiq:.t Limit A 441_6" above finish floor elevation of street level of Enclosed Mall B 41'-0" above finish floor elevation of street level of Enclosed Mall C 60 '-a" above finish floor elevation of street level of Enclosed Mall D-l.and 0-2 41'-0" above 1inish floor elevation of street level of Enclosed Mall E 41'-0" above finish floor elevation of street leval of Enclosed Mall F 41'-0" above finish floor elevation of street level of Enclosed Mall G 41'-0" above finish floor elevation of stre~t level of Enclosed Mall M 60 '-6" above finish floor elevation of street level of Enclosed Mall H 20'-0" above average "E" Street curb e!evation of 1047.20. J 19'-0" a_:ove average "E" Street curb etevation ~f 1048.40 N 30'-0" alove finish pad elevation of 1 58.00 o 20'-0" a ove finish pad elevation of 1 60.00 .; *Elevation~ have r,ef€renCC tf USC&GS and city of San Bernardino bench mnrk - a bronze disk et in the East face of the Andresen Building at elevation 1048. 48. i I \ 54.6. 54.7 - 24- " I ! I ! { I 1 I . ( o R.8-3l-70 BOOK 7580 PAGE313 f, Section 4.8 Riqht to Alter Any Party shall have the right at any time and from time to time to make alterations, additions and/or irnprove- ments which affect the structure and/or exterior of the build- ings and improvements or any portion thereof, at any time and . . from time to time located upon or upon a part of such Party's Farcel(s) as such Party may deem desirable, including, without limitation, the right to reduce the height of any building or part thereof upon first ~omplying with the following conditions, A. At least sixty (60) days prior to the commencement of such wark the Party proposing such work shall: (a) Give to all other parties notice of its intention to do such work, and (b) Furnish to all Parties and to the Project I Architect drawings and specifications for such work. B. Such work will be dona in such manner that upon the completion of such work the buildings constitutjng a part of such Party's property shall comply with the requirements of Sections 4.2, 4.6, 4.7 and 13.4. c. Upon completion of such work the Parking Area in the Project Araa shall provide at least the Required Parking Index. D. The Floor Area ~f such building(s) shall not be in- creased, nor shall it be decreased below the minimum Floor Area(s) ! I . , for such building(s) specified by this REA. I , I i , I r.t R_I" n. r -25- ", . t,:, ._,:. ':;'~,,~ ::.-\.~ .f- . ~ ;'~ =.7,;..J: :'f, d':1.I::;., ,,... .~ ' .':.} ;1;. ' ...":'~ , ..... .j,j io '1f.It1 -eJ.~.. 'U~;,:" "'l~" ;':, .:.l~1!~\-;' -;'':;j_t.~ . '1 ~',' .t.rt- . . :. t :"'-t> ~~" . , ", 1~ -.. ~ ,\ > "-." ~;:, "",.,'r .~,,'l:,,"}~ ~.. ....;~'_..,; ~ ,1ol.1'"...._~'"" ,~ ~~'".(:~..~''r.!~...:_.. 'l'~ al;"r~('\1 -,-,' 'l"lt;,."j"I', ",f';" ,'. :,...., .~e\,;>fI {{.'; \:..' l~ ' . ':t/,J1'" ~.r.: r' < ~ t.t-' :.:~' ,:/i'. "'.<"1'"- r. .. h ....ti ~ ~~1. ti.<.lli.... ,. ....... '.',' . :' .J.,f....,;.~., '. ..~.t ":... t'~~; ~.;p.r;.,' '~..;r ':.....'...y- ' I~t't\o{,:",,~.. "'~~Ii..ol"~' ~... ~_. ,.~1".~...'1f~; "'....'J,~~ l '....\. ,j', I...:;.: ;'.~'I>-' ~'l_...;"1 ',.~':.. .. .:.~, ~J1..'" .:;iN,; t R.8-31-70 R.9-28-70 ( r . f I I I BOOK 7580 PAGE314 Such drawings and specifications shall be subject to any changes which such P~rty may desire to make; provided such changes shall comply with Sections 4.2, 4.6, 4.7 and 4.8, copies of all such drawings and ~pecifications covering such changes shall be furn- ished to all other Parties for information only. The construction of any work shall be done in such man- ner as will not interfere any more than reasonably necessary with the ordinary and usual conduct of the business enterprises in the pr.-oject Area. If any dispute shall arise among the Parties as to whether or not upon the completion of such work the requirements of this Section will be complied with, such dispute shall be determined by arbitration as provided in this REA. Nothing herein contained shall be deemed to preclude O~ restrict any Party in. making alterations, additions and/or improve- ments affecting the interior of its bu~ldin9s or improvements. Section 4.9 Common Buildinq Components A. Obliqations of Burdened Premises. Each Party owning any improvement containing a burdened Common Building Component con- taincd in an improvement owned in whole or in part by another party (as owner of a benefited Co~.on Duilding Component) : (1) will maintain, at its own cost a~d expense, the burdened Common Building component in such state of repair that it will continue to have the capacity to be so used in COmr.lon by the benefited Common Building Component improvE:Llcnt I <l 1 i , in questio~ (su~ject to the provisions of (1) of paragraph B of this Section). ~'..8-D 5.:.9-11 -26- . ! f I , J i i ~~ I . ,. I, . ' !; r I , ~ ; , , , , , J .~ :j ~t .~....., ; . _ ~ ,-: , -. ". " '. .. .:' . , '. . 1 '~. 7.~~r'~"~:1"-"''';~ ,.i,' ~..-'~ ~ ;r;~1~ ~., .": !,~:;. ~.:..." :-..YJ.. ~ .1"\';.'-.:",':-. -~o: ,fIr '~":-.H'''~'~1~1.>-''.2'' 't.. ":~~~ O(jt . ,~., [........li "....':>'.4' ,t~~~ -:-;", f.i; .. :t"~j'il->:" 1.._.,.~)o/'~1\"'t ,~..~~ .j}.':~J:'~':1 ..~~~~~~. i ~ R. 8- 31-70 (~~ o I , , BOOr. 7580 rlGE315 (2) Will not cause or permit to occur any damage, loss or injury to the ~wner of the benefited Common Building component or his tenants by or as a result of any act or negligencp. on its part with respect to the burdened Com~on Building Component in question. or any other portion ",f the ,improvement owned by it which contained the burdened Common Building component in question (subject to the provisions of the last para- grqph of Section 4.10). B. Obliqations of Benefited Premises. Each Party owning any benefited improvement which utilizes any bur1ened eoeman Building component contained in an improvement which is owned in whole or in part by it: (1) will not place on the burdened Common Build- ing Component in question any struc~ural burden which at the time of placement is in excess of the capacity of the burdened Cornmon Building Component for such or will prevent the use of .~he improvement in which the burdened common Building Component is contained for its intended purposes. (2) Will not cause or permit to occur any damage, loss or injury to the improvement ~hich contains the burdened Common Building Component in question by or as a result of any act or negligence on its part with respect to the benefited Common Building Component, or any portion of the improvement owned by it which contains Sf.. 9 -B -27- , . R.8-31-70 () BOOK 7580 PAGE316 the benefited common Building component (subject to " provisions of' t~t paragraph of Section 4.10) . Eection 4.10 Right to Improve Property containing common ~uildinq Component , Nothing in section 4.9 will be d~emed to preclude any the Party ownin~ an improvement containinq either a burdened Com- mon Building component or a benefited common Building Compon- . ent, as the cas~ may be, from doing or causing to be done any work (whether of repair, alteration, restoration or otherwise) with respect to any such improvement (notwit!1standing that dur- ing the course of performing such work a condition otherwise pre- hibited by the provisions of this Article may result) if: A. providinq Temoorarv Assistance. During the course of performance of such work the Party by whom or on whose behalf such work is being done will, at its own cost and expense, pro- vide such temporary facilities as may be necessary: (1) To perform the function performed by the Common Building componqnt'in question owned by the Party performing such work, if such work being per- formed adversely affects a common Building Co~ponent owned in whole or in part by another party, or " (2) To increase the capacity of, or supplement the burdened Common Building component in question to the extent necessary so that the benefited Common Build- i~g Component will not, during the course of the ~~.1 0-1', -28- J ~ ~~;t-'- ~-t.,t'.~ ~;J:i.~:<.......tt fi ~; I' BOOK 7580 fAGE317 R.8-31-70 performance of such work, either place on such bur- dened Common Building: Component a burden in excess . 0 of the capac1ty for such purpose or otherwise prevent the use of the improvement cO:' taining the burdened o Conlmon Builoing compbnent for its intended purposes if the work is performed with respect to ~he benefited Common Building component in question. ~ B. Resuming C~~~li~nce ~ith Obligations. --r, At the conclusion of work there is full cr.lmpliance with the provisions of item (1) of whichever paragraph A or 9 of Section 4. 9 is appropriate to the improvement with respect to which the work in question was done. Notwithstanding the provisions of ;_2m (2) of which- ever of paragraphs A or B of Section 4.9 is appropriate to the improvement with respect to which the wo~k in qu;~tion was done, the o\...ner of the improvement with respect to wl.ich the work in question \-las being performed will not be liable to the owner of the other improvement affected by such work for , . . any inconvenience, annoyanc~, disturbance, or loss of bu~iness to the owner of the improvement affected by the performance of such work (or his tenants) arising out of and during the per- " the owner of the work (unle~s occasioned by the negligence uf J ' improvernen.'. ',Y'i th respect to which the work in , formance of such 1 . , -j -, I I 1 ~<1.] 0-0 -29- ( R.8-3l-70 P,OOK 7580 PAGE318 question was '. in9 performed, or its agents): but the owner of the improvement with re5pect to which sl1ch work is being performed will make all rea50nable efforts to ke~p any such inconvenience, annoyance, disturbancp, or loss of business to the minimum reasonably required by the work in question. Section 4.11 Restriction Against Commercial Enterprises . No commercial enterprises shall be permi~ted in the Park- ing Are. ~';.ncluding the Parking Garage), Malls (including pedes- trian br~_l,,,::::s) or other CorrlITlon Areas subject to Section 24.2 , but nothing hel~in shall preclude the use by Developer of the Agency M"ll Parcel and/or the Developer,Mall Parcels for the promotion of the businesses in the Project Afea, including promotional events and displays offered free of ch~rge to the shopping public. ~!CLE V ~~ I Secti=~ 5.1 Easem~rits For Parkinq Agency and city, to the full extent of their respective interests, grant tc each of the other Parties nonexclusive ease- ments appurtenant to the respective P~rcel(s) of each of the other Parties for the p~rpose of the passage and parking thereon of vehicles of such Party ~nd of Occupants, and of the customers, licen~ccs and invitees of such Party and Occupants, and of the ten- ants, conces~ionuires or sublcssees of such Party and Occupants; :.; 1 ., I 1 I 54.11 i\rt. V-S.5.1 -30- , R.8-31-70 \ I BOOX 7580 PAGE319 limited, however, for purposes (including pedestrian movement) conMcted with or incidental to any use being made of any por- tion of such Party's Parcel(s). The easements for parking are easements upon all .portions of the Project Area improved therefor as shown on Exhibit 0 and such additional areas as are improved from time to time for the parking or accommodation of vehicles. Section 5.2 Easements For Pedestrians Agency, City, Dev~loper and the Trust to the full extent of their respective interests grant to each of the other . Parties (and Developer reserves for itself as respects the Devel- oper Mall Parcels) nonexclusive easements appurtenant to the .' respective Parcel(s) of each of the othe~ Parties for the pur- pose of pedestrian moveme~b of customers, licensees and invitces of such Party and the ten~nts, concessionaires or owners of any portion of such party.s Parcel(s), and the customers, officers, employees, licensees and invitees of such party and of such ten- ants, concessionaires or owners; limited, however, for purposes . J connected with or incidcnttll to Clny use then being made of such . . Party I s Parcel(s). The ea~sctnents for pedestrians are easel"[\cnts upon all of the portions of the Project Area as are provided or available from time to time for general use and the con- venience of the Parties and of Occupants of the Project Area and concessionaires, employees and customers of the Project .:, Area. " :;J . 1. ":. ! I 1 55.2 -31- p -a'.," ". , ] 1 I . .,-- ~ { ......~ L: ~> - ~ -~ ..~..~~....... ...;..~ _-._......~_- .fIIiol:.......,_...... . ..-. - "" ~.___.............IIilIIIIIiI.,~ .... R.8-3l-70 R.9-28-70 t [',OOK 7580 PAGE320 Section 5.3 Eaucments For Access Agency and city to the full extent of their respective interests grant to cnch of the other pnrties nonexclusive easc- ments appurter.ant to such Party's Parcel(s) for the purpose of furnishing access and the right of access between (a) the pub- lie streets and the Parking Area situateu in the Project Area, and between (b) the Common Areas and such party's parcel(sl. Section 5.4 Easements For Common Buildinq components The parties hereto grant each to the other nonexclusive . easements appurtenant to ~ch Party's Parcel for the purpose of , furnishing connection, support and/or attachment (including ~ith- out limitation walls, slabs and structural sy~tems of an improve- ment) to any Common Building Component owned by another Party. Section 5.5 E~scmcnts For utili~ies city and Agency (i) grant to Developer, Upham and Depart- ment Store Parties nonexclusive easem~nts for construction, in- stallation, maintenance, removal, use and replacement of sewers water and gas pipes and systems, electric pow~r conduits, lines and wires, telephone con~uits, lines and wires; which are public ~tilities a~d (il) grant such e~scmcnts to Penney and Mo , war, respectively, as a0c private facilities running between PQ eels C and N and parcels ^ and 0, lying beneQth the ground surface of the Common Areas at a location or locations approved in writ- ing by the rarty upon wh....>se Parcel (5) s:".ch easement is to be established; provided th.t in the performance of such work the Party performing sl1ch wor.'k shall:. 55.3 l.u 55.5 -32- a \ -~-r"" ~. ,- I R.8-3l-70 R.9-28-70 u COOK 7580 PlGE321 (a) Make adequate provision for the safety and convenience of all persons using the surface of such areas; (b) Replace and restore the areas and facilities to the condition in whi.ch t.hey were prior to the per- formance of such work: Hold all oth~~~p~rties , including costs and at~)rneysl harmless against claims, (0) ,... ""'0' ".. ,.. ,,,- , formance of such work or use of such easements~ (d) Notify the Party upon whose Parcel such work is to be performed not less than thirty (30) days prior to commencement of such work. Franchises granted to public utilities for such util- ities shall constitute compliance with the foregoing provisions', i Section 5.6 Easements For Construction l'.. Reasonable use,Of the Parking Area and Common Areaf during }:Jeriods (if construction ()f improvements in mo.y be made the Project or making of repairs therein, and the Parties hereto grant to each of the others easements for such reason<<ble use subject to the succeeding sentence. In determining tht.~ renson- ablencss of any such use all pertinent factors shall be taken into consideration, including but not limited to the following: (a) the interference, if any, with the business and operations, of the various husiness cnter.prises in the Project, (b) the avail- nbility of other space for such purpose, and (c) the cost of using other spnce for such purpose. . 1 \ .; i .1 , , g3.f'; -33- ~ ~<.~ ' " ~ ;,!.te'lll", , ' ", -:;,""".. . - t J r .' 1 r , I I ! R.9-28-70 [lOOK 7580 PAGE322 B. Each Party with respect to its parcells) hercby 9ran~g to all of the other Parties easements in, to, over, under and across the Common Areas of eoch such respective Parccl{~) for t,hc purpose of the development and construction thereof, pursuant to the provisions of Articles :X and X of this REA, and for the construction, reconstruction, erection and removal anCl mailltcn- ance on, to, over, u:1tier and across each such respee:"'iva Par- cel(s) of Common Building Components and to a maxi~um ~istan~c of 14 feet, of footings, supports, canopies, flag poles, roof and building overhangs, awnings, alarm bells, signs, liS~lts and lighting devices and other similar appurtenances to the buildi~9 of any Party, as the case ~~y be appropriate, as are ~hown i~ the working drawing~ f0r SfCh building. approved by the Parties pursuant to the provisions of Article VII of this REA, or pur- suant a..iy other wri t.te:l agreemer.t hereafter executed between such Parties. Each porty CtlVCnants ana agrees, respectively, that their exercise of such easements shall not result in dam- I I I t age or injury to the buildings or other improvemer.ts of any other Pi'\rty, and shall not interfere with the business opera-' tion conducted by any other Party in the Center. The exercise of the rights referr.:d to in this Section 5.6B shall be subject to Section 5.8' of this REA. Se_ction 5.7 Relocation of utilities When utility facilities have bec!'} installed pursunnt to the easemc: ts therefor, each Party hereto' may relocate such ut.ility i ., 55.6-" 55.7 -33{a)- J R.8-3l-70 R.9-28-70 R.lO-5-70 u BOOK 7580 PAGE 323 fllcilities within its own Parcel from time to time, at the expense of slIr"h P::lrty: providf!d, however, that such . "'!locati.~.., ~hall not r..:-.;ucc or ill''pair~ the usefulness c.'''' function of t:11Ch utility facilities and sh~l be performed ot the ~~le eoot 'nd expense of the Party so re~ocntin9. Section .}. 8 Termi~ation of Easements A~ As respects the Agency Park~~g Parcel, Agen~y ~ ld City, to the full extent of their res;'\~cti.'c interests therein, a9r~c that t~e easements 9:-anted pur5uant to Sections 5.1, 5.2, 5.3 and ~.6B shall, subjecf to auL=ection B hereof, continue I in perpetuity beyond the t$rmination of this REA as to those certair. strips of land with~n the Agency Parking Parcel con- I necting ;and being appurtenant to the Monwar Parcels, Pe~ney Parcels and Developer Parcels respectively) to public str~cLs abutting the Project Area as shown on Exhibj t D: providf'--l U...-,:.:: the> right of user thereof shall be exclusive to the Party -"n- fng the P~:=cel (s) to which each such ~Cisement is appUl ~cnant, and Occupar.~5 thereof and such oWn~r pnrty shall have obligation and responsibility for the maintenan~e of each I ~ i ~ " 1 such easement. ~ j , 1 I . '.; I 1 , 55.2...1\ -34- It ,~ ~ . l ~ . . I . J I ~ 1 I '. :J .~ ,.; Lj I I ( ) u r:on~ 7580 rAc:~24 R.10-5-70 R.10-2l-7U R.lo-27-70 R,ll-4.70 r k.1l-16.70 1:L At the election CJf the party owning the Mer..Jar Parcels, .Penn....:. parce~;:, Harris Parcels and Developer parcels, ;:-~spcctively, at the termination of this REA any such Party may elect to exercise its C",UOll to j,>urchas.. j,>orLions of the Agency Parking Parcel (and/or !.n the case of Developer the Agency Mall Par:el) pursuant to certain Option Agreements between city and Agency and Mon'..::.,;;, Upham, Harris and Developer, respectively, recorded concurrently with this REA~ Section 5.9 conditions to Easements The easement righdb granted pursuant to this section and any licen~es grsnted in conJ'lection therewith are expressly hereby nlade subi~~t to the condition~ set forth in Paragraph 10C of each o~ the I ' r,.J..y Leases. , ARTICLE VI OPERATION, MAINTENANCE AND REPAIR OF PARKING AREA MID OI'HER COMMON AREAS Operation, Maintenance and Repair of Parkinq Area and Public Malls In accordance with the provisions of the city Leases, j City shall, at its sole cost and ~y.pense, at all times operate., manage and maintain or causelto be operated, manag~d and main- tained. the Parking Area on Agency Pa~king Parcel and the Malls Sect:.on 6.1 on the Agency Mall Parcel i~ good condition and repair, includ- ing repairs, re~toration o~~teconstruction in the event of dam- age or destruction. such. operation and withtthe Standards of Maintenance attached to maintenance shall be per~ formed in accordance and forming a part of said Lease Agreements. Nothing herein contained shall be deemed a waiver ?Y city and/or Agency of any rights or rem- edies it may have against any other Party negligently causing injury or damage to the improvel,1ents on Ag:::!1cy Parking Parcel and/or Agency S5.8-Bdi5.9 Jlrt.. VI-56. 1 -34{a)- ~ ) ..~ 1 '1 1 i i I . 1 1 I I, p,QOK7580 rm325 R.8-31-70 R.9-28-70 R.Io-5~70 R.1l-16-70 Mall Parcel. In the evc~t city fails to perform its Obligation~ pursuant to the city Lease(s}. Agency shall exercise the right of entry and shall perform such obligations pursuant to Para- 1 graph Sd of the city Leases. section 6.2 Operation, M~intenance and Repair of Developer Mall Parcels i Developer shall, without cost to the other Parties, operate, manage and maintain, or cause to b~ operated, managed and maintained, the Enclosed Mall on De?~loper Mall Parcels in accordance with the Standards of Maintenance~attachpd to and forming a part of the city Lease in respect of the Enclosed Mall and which are attached hereto as Exhibit E. Section 6.3 Ncn~Contribution by Developer and D~partmcnL Store pnrties Except as specifically provided with respect to Developer only in the preceding Section 6.2, neither Developer nor an7 of the Department store Parties shall be called upon or requirect to contricute to the cos~ of design or construction or of main- tenance, management, operat+on or control of the Parking Area (including the Parking Garage) or the Halls, .and Agency and city respectively, irrevocably ~vive any right either of them (nnd their successors) may now or her~after have to seek such contribution, whether by means of assessrnc~ts or othe~wise. Nothing herein con- taincd shall be deemed to prohibit the imposition of a gcn.;ral tax upon all taxp.;:.ycrs: of the city of Sun Ber.nardino or a gene~'tl assess- . mcnt upon all real proper~~y within the City of San Bernardino. some or all of the procecc.s or ...'hich roa:: be used toward the payment of the costs refcrrcl to in this Section 6.3. ~,..... ..... '") _":1.::- , i~ .~ J .:, ~ '1 1 , \ . ~i 1']71 ~I I f: I ' .;;"ij(""~l'i !-. ,., 1: ~ l;c~Jr 7580 rAGE326 R.9-28-70 R.1l-4-70 R.1l-16-70 " .' section 6.4 ... Default by Aqency and/or Developer In the event that Agency has taken over the performance of the obligations of city under the city Leases and at least' two of the following four Parti~s, to wit: the Developer and the Department stores Parties, shall at any time, or from time to time, determine that Agency is. in default of performance of such obli- gations under the last sentence of Section 6.1 hereof; or if at leas~ two of the following =ive Parties, to wit: the Departme~t store Parties, the city and the Agency determine that Developer is in default of performance of its obligations under Section 6.2, then such Parties shall nave the right (provided tnat none of such Parties is in default hereunder) to give Agency and/or Developer, as the case may be, written notice of such dissatisfaction, spec- ifying the particulars in r~~pcct of which Agency's and/or Devel- operis said performance is deemed by such Parties to be in default. If during the thirty~day :tiod from the date of such notice Agency's and/or Developer's said: ; formance shall continue to be unsatis- I factory, such Parties shall, have the right (provided that none Ot such Parties is in default hereunder) to give Agency and/or Devei- aper, as the case ~ay b~, a second notice of such dissatisfaction, sp~cifying che particular~ in respect of which Agency's and/or Developer's said performance is deemed by such Parties to be in default, and if during the fifteen (15) day period from the date of such second notice Agency1s and/or Developer1s said performance shall continue to be in default, such Parties shall have the right to cause to be taken over from Ager.cy and/or Developer, as the case may be (either by designating one of such parties to be the oper- ator thereof, or by means of an entity created for such purposes ~6.4 -3s(a)- -~ R. 9~28-70 R. 11-4-70 R.11-16-70 BOOK 7580 PAGE327 by such Parties, or by meana of an entity hired fer such purpo3c by such Partiesl,effective on the first day of the next succced- lng calendar month, the maintenance, management and operation of the Common Are~and of any and all improvements located thereon. Anything herein to the contrary notwithstanding, such take-over of the maintenance, management and operation of the Common Areas shall not (1) obligate any P?rty to pay any cost or expense in '!l respectJof the maintenance~anagement and operation of the co, mon Areas, or (ii) relieve Aqency and/or Developer of its obliga- tion to pay the cost of th~~maintenance, management and opera tit thereof. In order to implement the rights of the Par.~les which ~\Y. arise pursuant to this Section '6.4, Developer, Penney, Monwar and Harris reserve to themselves, respectively, the following rights (such rights to be exercised by the Party's Agent, when appoi~tcd pursuant to Section 1.8) with re.pect to Parking Ar~a and othcrJ- Common Areas: A. To make reasonable changes in the arrangement of t.e parking facilities from tim~ to time; and B. To do and pcrtotm such othcr acts therein as in the use of good business judgn;ent will improve the convenience and use thereof. -, In the event that the maintenance, management and operation of the Common Areas shall be performed by a Party other than Agency and/or Developer, and Agency and/or Develope~, as the ca~e may be, shall have failed to make the payments herein required to be made \ 1 -, J I . '. .. SG A-;\., B -35(b)- ;, R.9-2C-70 R .11-4-70 R.11-16-70 rmoK7580 1~GE32ij I then any and all sums paYllble to l\gcncy , and/or Dcvelop~r, as the case may be, together with the right tol p j operating. t to such party so enforce payment of and to collect the snme shall be deemed assigned to such entity without the necessity of the execution of any furt~her instrument of assignment thereof by Agency and/or Developer, other than this REA: and sucn entity shall thereafter remain responsible for such maintenance, management and operation of the Common Areas through~ut the remainder of the term of this REA unless Agency and/or Developer, as the case may be, shall at any time or times thereafter resume the maintenance, management and operation of the Common Areas. Notwithstanding th(~ foregoi:'lg, any notice of default given pursuant to this Section 614 may by its terms be inclusive or ex- clusive of that portion of;thc Common rlreas within the Enclosed I l I I Mall. In the event that such notice is ex~lusive of such items, then and in that regard Agency and/or Developer shall continue to perform the operation, management and maintenance services with respect to such items. In the event that such notice shall be inclusive of such items. then and in that event the new Pnrty so operating shall perform the functions required for the cper- ation, management and maintenance of such items. , , I \ I I 1 I , i I '1 I ., ~ '1 , . . . I I ~ 1 -35 (c)- ~. ~~~~ R.9-28-70 R.11-4-70 R.11-16-70 \ I Section 6.S Expiration of city Leases If, pursuant to the provisions hereof, this REA shall remain in force and effect after the expir~tion (subject to the provisions of Section 25.2) of the city Leases, then from and after such expi- ration, Developer and Depar~ment store Parties shall jointly main- tain, manage and operate tHh Common Areas, including the Parking Area and/or the Malls, in accordance with the Standards of Main- tenance set forth in Exhibft:E hereto, the cost and expense thereof to be borne among such enu~erated Parties in the respective ratios which the Floor Area on the Parcel(s) of Developer or a Departmen~ Store Party, as the case may be, bears to the Floor Area on the Par- eels of Developer and all ~~partment Store Parties. It is covenunted and agreed that save and e;~cpt for the release of city and Agent.y from their respective oblilations under the aforesaid city Lease, consequent upon the cxpiraCion thereof, or either thereof, sub- ject to the provisions of this Article, each and all of the PLO- visions of this REA with respect to the Parking Area and the Malls (including the provisions of Article V hereof) shall remain in lull force and effect notwithstanding such expiration until the termi- nation of this REA. Section 6.6 Agency Operation Prior to City Lease Terms Du~ing the period of tinle prior"to the commencement of the respective terms of the aforesaie city Leases and thereafter I I 1 1 " 1 during th~ term of this REA and in the event of default under city Leases, Agency shall perform each and all of the duties and obligations of the city as set forth therein as fully as though Agency had been namcu as the lcse~e thercun~cr. ~6.5,5S.6 -35(d)- ! t I I i ! ~ I f , R.8-3l-70 R.9-28-70 (. I \ ) BOOK 7580 PAGE330 ARTICLE VII IMPROVEMENT PUNS section 7.1 Schematic and Preliminary Plans The Project Architect shall (a) to the extent not hereto- fore prepared or prepared by city's and/or Agency's architect(s), prepare. the improvement plans for all Conunon Areas (including the Parking Garage) and for the integrated development of such Com- ~on Areas with Floor Are?, and (b) approve the general exterior architectural concept of a~l improvement plans for all Floor Area to be erected in the Proj~~t frequently during the courle Area. Each Party shall be consulted of the preparation of improvement plans for the Common Areas. From time to time during the course of the preparation of improvement plans for the Common Areas, the architect preparing such plans shall cause progrcsnive working draw- ings or tuch plans to be submitt~d to the Parties for review and re- ommendation. Such improvement plans shall include: A. Schematic Improvement Plans. Schematic improvement plans for the Common Areas developed in accord~nce with Exhibit D attached hereto and by this keferr.~ce made a part hereof, which shall within thirty (30) days following the execution of this R&,. be submitted by the Project Architect to the Parties for their re- view and approval. Such sche~atic improvement plans shall include elevations, perspective renderings reflecting concepts, layout of parking and other Common Areas improvements to be added to the Project Area. 1 ,. , 1 ;j , 1.rt.VII-fj7.1-Jl. -36- R.8-3l-70 ( BOOK 7580 pm331 D. Praliminnry Improvement Plans. Pralirnin~ry improve- mont plans for Common ~rcas ~hioh shall within ninety (90) days fol- lowing the approval of the schematic improvement plans by all of the Parties be submitted to the parties by the Architect of any Party for their review. Such preliminary improvement plans shall be developed from Exhibit D and the approved schematic improverecnt plans and shall conform to said schemati:: improvement plans ann 1::0 the requirements of this REA and shall include, without limitation: (a) All access roadways and streets, Project signs, Malls, pedestrian \....alkways (except perimeter side.....alks adjacent to Floor Area), curbs, curb cuts, entr.ance driveways, motor vehicle parking ar~as, sewer, storm and other drainage lines or systems, fire hydr:J.nts, lighting facilities and other ,similar facilities for common use. (b) The location of all facilities for common use. (c) A composite parking layout for the entire Pro- ject Area, including paving, striping~ bumpers, curbs, I location of electrolier:i and lighting systems. (d) A composite lanascap~ng plan specifying Qver- all plant m~terials and;planting, including planting areas adjacent to buildings. (e) The conditions, standard and architecturJl tre1'l.tmcnt under \-lhich such improvements shall be 1 ] 1 1 ":J .:, , , I j 'II ... ~ , .., ._',7_ . I t' , . I J ( ~OOK 7580 PAGE332 located, constructed or installed. Such conditions, standard or architec~ural treatment shall not be leos than the minimum requirpments of the City of San Ber- nardino or other governmental agency having jurisdiction of the performance of such work in the Project Area. (f) The improvement plans shall not include FloOI Area, but shall designate the location of Floor Area. If a Party doez not. specify any objection c= m~ke a proposal that would add to or change the schcmatic or pre- liminary imp~ovement plans to the Project Architect, with a copy to each Party, within thirty (30) days from such date of sUbmiss.J.on,. such plans sh~ll be deemed to be satisfactory for further development. If th~re is such objection or proposal ! from any Party, the Project Architect shnll call a meeting of all Parties to be held ",ith!n forty-five (45) dnys from such date of submission, to resolve and adjust any objection or. pro- posal wi~h reference .to such improvem~nt plans. All objections or proposals shall be considered at such meeting with a view to developing such improve~cn~plans in their. final form at such meeting. If at such meeting the P~rtie5 arc unable to agree unani~ously. all ~attcrs of disagreement shall be resolved by the arbitration pr.occdurcz of this ~\. 1 I , . , !: 7.1-!3 .~ I ~ -38- Ii I ,. R.8-31-70 CJ I. ~(j(jK 7580 IlGE333 .. Within sixty (GO) d~ys from the date of approval of the preliminary improvement plnns, the Project ^rchitcct shall submit !in~l improvement plans to the Parties for review. Such i i I 1 J I , I I . , i final improvement plans shall be developed from the approved preliminary improvement plans. If a Party does not specify any objection or make a propo~al that would add to or change the final improvement plans to t~e Project Architect, ith a copy to each Party, within thirty (39) days from such date .i submission, such plans shall be deemed to be satisfactory for fi 1 development. If there is such ob- jection or proposal from ( y Party, the Project Architect shall call a meeting of all Par~es to be held within forty-five (45) 1'. date of sw~~ission to resolve and adjust any days from such objections or proposals wj. th reference to such final improve- ment plans. All objections or proposals shall be considered at such meeting with a v~~ to developing the final improvement plans in their final form at such meeting. If at such meeting the Parties are unable to agree unanimously, all matters of disagreement shall be resolved by the arbitration procedures of Article XV. c. Modificaticn of Improvement Plans. Additional improve- ment plans for the Common Areas may be developed by the Project Arch- itect for the future development of the Common Areas or may be de- veloped by others and submitted to the Project Architect for its I I I \ 57.1- C -29- . ., 1 .i~ " , < o " I '.~ 1 ! 'j"' .. ......;. IJ '", . ',;~) of, I . l,r;OK 7580 rAG,334 approval with respect to architectural design. Upon such prep- aration or such approval by the Project Architect, as the case may be, such plans shall be submitted to the Parties for their approval. To provide continuity and harmoniolls architecturill trcat- mcnt in the development or approval of such plans, priorapprnvcd improvement plans shall be follo\:ed as a guide in any such addi- tional plans and in the establishment of conditions, standards and a~chitectural treatment under which addi~ional improvements shall be made. Changes may be maa~ in approved improvement plans only by amendments thereto in writing of Parties in interest with respect to not less than seventy-five percent (75%) of the land area of the Project Area at the time of the execution of such written amendment to the improvement plans. The cost of any approved change shall be borne by the party proposing the same. All ';'mprovement plans shall be stamped "Approved," dated and certified by the Project Architect and maintained by it in a safe and convenient place with duplicates thereof being delivered to and maintained by city and/or Agency as public records. In the event of designation of another architect as Project Arch- itect all improvement plans and other records relating thereto shall be delivered to the new Project Architect at the time of such de~i9na~ion. 57.1-C -40- , I J . [I . , . :. ,-:..:.~~..~.;. . _ \ '. .,..i~ ~~ r ,,:.'~1~....... . ":;/'h'i "'~'l"~"- ,:;;.\ . : ...">..>1".!"':,, ~!:. J 'f i I~. R.8-Jl-70 R.9-28-70 .~. hOOK 7580 p,\GE335 . -\ ~;; D. store Plans. Within forty-five (45) days after ., the recordation of ttts REA, the Department Store Part~es shall respectively cause ~o ~(, .de~lvcred to.Developer and Agency one copy of schematic preliminary plans for the exterior design of its Store and perimeter sidewalks adjacent thereto (and T~ and '. perimeter sidewalks adjacent thereto in the case of Penney ana , Monwar). Said plans shall be developed in accordance with Exhibit D and shall be subject to the approval of Developer and Agency as " respeQts exterior architectural conformity with the balance of improvements to be constructed in the Project Area, and as re- spects such portion or portions thereof or the appurtenances thereto proposed to be constructed pursuant to the easement rights referred to herein_ The approvals of Developer and Agency shall be as hereinafter provided. . plans for par.~nq Garaqe. .J the recordation~of this REA, E. Within forty-five (45) Agency shall cause to be . days after J delivered to Penney and Developer schematic preliminary plans for the Parking Garage. The stru~tural design, layout, cntry- ways and exits of the parking Garage shall be subject to the approval of Penney and D~vclopcr ~or the purpose of assuring that the Parking G~rage, i~clu~ing the location of vertical transpor- } tation therein .and ramps connecting the pame to buildings ing Floor Area, shall be workable and compatible with the operation of the Penney Main Store Building and Deve10per rnents on its adjacent Parcels. cont.a.in.... use ani improvE:- " " \-~ ~': " ::. " I 1 I 57.l-D,E -41- , ~1 " ,. ~ , . ";.;. " ! 1 -.' 4 j r R.8-31-70 [~QOK 7580 PAGE 336 F. plans for Developer Improvements. Within forty- five (45) days after the r..:con.1ntion of this !'.EA, DcvcloprJr shnll deliver to the Department Store Parties nnd Agency one copy of schematic preliminary plans for the exterior design of Dcvcl- oper's improvements in the Project Area. said plans shall be , developed in accordance ~ith Exhibit D and shall be subject to the approval of such specified Parties as respects exterior arch- . itectural conformity with the design concept of the Project, and as respects such porti0n or portions thereof or the appurtenances thereto proposed to De constructed pursuant to the easement rights referred to herein. The approvals of such specified parties shall be as hereinafter provided. Such plans shall show the location on Developer parcels of not less than the minimum square footage of Floor Area specified i, Section 10.1. G. Approval of Plan~. Wherever in this Article VII approval of plans i~ provided for, unless a different time is therein specified, ~uch approval shall be conclusively deemed to have been given unles5 within thirty (30) days after the receipt of such plans the receiving Party gives notice to the other party of its disapproval. Any disapproval shall be made in writing and shall specify with particularity the area of such disapproval. Upon receipt of any notice of disapproval, the Party responsible for causing such plans to be prepared shall within thirty (30) days thcrcnfter either make the necessary changes and resubmit I t' 57.1-LG -~2- I j .' ." " . 1 , j I R.12-8-70 BOOK 7580 PAGE 337 said plans for further approval on the same terms, or shall give not:~e in writing to all Parties hereto that it does not accept such disapproval, in which event the provisions hereof for arbi- tration shall be invoked. Section 7.2 construction Plans and Specifications for Parkinq Garaqc and common ~reas Within sixty (60) days following the approval of schem- I atic"Freliminary plans the~efor, Agency shall prepare and submit (a) to Developer and Department store Parties, completed construction plans and specifications for all uncompleted portions of the Common Areas and (b) to Penney and Developer, completed construction plans and specifications for ~he Parking Garage (which shall be in strict confo;mity with the approved preliminary schematic plans therefor and in accordance with Exhibit D), and a proposed contract for the construction of the Common Areas and parking Garage: and Agency I shall concurrently submit to all other parties evidence of its' f financial and legal abili~y (reasonably satisfactory to all oth r parties) of Agency's right to construct and pay for the Common Areas and the Parking Garage. Such completed construction pIa and specifications ~hall comply wi~~ the provisions of para~ra ~ of Section 7.1 hereof. Section 7.3 Construction plans and Specifications for Develocer Imcrovements Within sixty (60) days follow~ng approval of schematic preliminary plans therefor, Developer shall cause to be delivered to the Depart~ent Store Parties.and Agency (a) one copy of ... R.8-31-70 BOOK 7580 rAGE338 completp(] construction pians and specifi_'utions for the bu:i ld- ing shell and exterior walls to be cons~ructed by Developer in the Projc,;t Arc" which shall', be in accordance with the approved schematic pr..liminary plans therefor. (b) a copy of the con . ,. 'c- tion contract pntered into by Developer for the construction of such in~rovcments, and (e) satisfactory evidence of Developer's ability to finance the construction of such improvements. Con- strue' ~n~ plans and specifications ~hall meet the ~~quirernent: of parpgraph F of Section 7~ hereof. City shall iscue any , and a1': ":c..~:::ssary permits for such work without requiring any =urthp.r a~chitcctural review of said plans and specifications. Section 7.4 Cv~structio~ Plans an~ Specifications for Stores . With;~ sixty (60) 1nys folJowing appl~val of 5che~atic' preliminary plans thereffi:.', ["'~partment Store Parties shall re- spectively cause to be dCllivcred to Developer and Agency one ; copy of their completed construction plans and specifications for the exterior of the improvemc~ts to be constructed by th<>m I appro'td in the Pro.~ect Area which sh<:i.ll be in accordance with. the schematic ~~~liminary plans therefor approved pursuant to par- agraph D of Section 7.1. , city shall issue any and all necessary permits for such work without l:'equiring- c:1Y further architectural I review of said plans and specifications. ~ I 1 !i 7.4 -'.4- \ R.8-31-70 ( , I,,) '1 BOG '7J~O p'GE339 ir i.: '1 'j , !; A.R'l'ICLE VIII > i;" !i ~ ~0':N:r::M.L DESIGN Dl\T.:"\.. Section n~ ~cncral Dcsiqn Cril~ria I , In the preparation of any improvement pla- , the fol- lowing general design data, without limitation, s~all be fo1- lO~0d, uS minimums, unless governmental specj~icat'~-. I '.)r such: work establish higher standar~s: A. Sewer drainage and utility lines, conduits or sys- terns shall not be constructed or maintaj !led ....:.:Jove t:le g.cound level of the P:-li:i cct Area unless such iost l.lations arc within approved enc}0zed ~tructur~s, and shall conform to reqwire- i ~ ~ ~ ,;,; .~ ~ ~i :1 '1 ments of the city of San Bernardino or other applicable govern- mental or private agency having jurisdiction of the work~ Storm drc.:: ':'nage for all hurd surfaced ar( "',5, includi~,g dr.;veways, purk~ ing ~nd service ar~as. terraces, plazas, marquees, and re~r :, sha.~..l be drained C,'- may be sheet flowed to storm se'''crs. No c :'nac-J...: shall fley.: across public -;idewnlks. All nonpolll"-:-d '....aste water, such as Wi'!; stc (;ondi~.:ioninq water, sh:-tll be drainccto the storm or sanitary drainage systems as permitted by loca I codes. B. Each parking space, reg~rdles3 of angle of p~rking, shall r-. '9: Z ',..'idth of 8 '_~t" on .center, measur~d at rie.'t angle!j to thL' side line of the parking space \olith bay widths [or f:he 3everal pa~kilg angl~s utilized as presently constr~cted, or as shown on the imp~evement plans. In the casp. of future recon- ~truction or re-arran~ement of the Parking Area by agreement of , \rt.\'II! FoB .1-1\. n -4S- , ,~ 'I j I ~ ! 1 , . I I i I. R.8-31-70 R.9-28-70 R.12-8-70 bOOK 7580 PAGE340 the Parties, the following minimum and preferred parking shall be observed with respect to th~ agreed angle(s) of bay WifthS pa rkiI : DEGREES MINIMUM PREFERRED 45. 48' 52 ' 52-1/2. 50' 52 ' 60. 52' 54 ' 90. 60' 62 ' c. The maximum slope in the surface Parking Area shall not ~xceed four percent (4%) unless otherwise shown on the approved plan. D. All fire protecti\-e systems shall be installed in accordan~e with the req~~ements ~C local authorities having jur- ~ isdiction over such ins1'I;ation, and any additional requirements of any qualified inspectloo firm representing any Party with r~sp~ct to its improvements; for. example, National or Pacific Boards o~' Fire Underwriters, or Factory Insu~~nce Association. "E. Except \lrfith respect to "outdoor sales" areas of Depart- ment store Parties, portions of a Parcel not within a building which are used for o~en storage of supplies, or any other articles. i~clud- ing waste materials or refuse, shall be enclosed by an opaque f~nce or wall of permanent construction of at least six (6) feet in height. F. The heating, ventilating and cooling system of the Enclosed Mall shall be constructed so as to operate and be capable of maintaining in inside dry bulb temperature of 700 Fahrenheit, with outside dry bulb temperature of 30. Fahrenheit for heating, and the cooling syste~ shall be capable of maintaining 750 Fahren- ~eit dry bulb and 55% humidity in~~de conditions with outside con- ditions of 1000 Fahrenheit dry bulb and 720 Fahrenheit wet bulb. The entire system shall be automatically controlled. S8.I-C,D,E ,F -46- .i ( , , R.8-31-70 R.9-28-70 R.IO-S-70 ~ ~oo~ 7580 1AGE341 " G. The finished sur.fncc of the Enclosed NaIl shnll be maintain~d at the same elevation as the corresponding floor of the respective adjoining Floor Area at all points adjoining such Floor Area. H. Penney, Monwar and ~~rris shall each, respectively, have the right of approval (which approval may be granted or withh~ld in the sole and absolute judgment of each such party respectively) of the design of that portion of the Enclosed Mall as is located adjacent to any entrance into the Enclosed Mall from each respective store, for the entire width of the Enclosed Mall, in such area and in such depth along the Parcel line of each such Party as the Enclosed Mall extends, each such approval to incluje column locations, decor, layout, decorative elements and the furnishing of such Enclosed Mall. ARTICT"E IX ., CONSTRUCTION AND OPENING OF FLOOR ARE;\ AND COM/oION AREAS IMPROVEMENT~ 1 Section 9.1 Department Sto~e Improvements i , :1 .; , Subject to unavoidable delays, each of the Department Store Parties agrees as soon as reasonably possible aftar: (a) The complelidP of its final plans; (b) co~pliance by hgency with the provisions of ,;., paragraph E of section:7.l and of Section 7.2; -'...- (c) Compliance by Dcveloper with the provisions , of paragraph F of Section 7.1 and of.Section 7.3; (d) The conditions of pal;'agraph A of Section 9.4 . have been m2~i and 1 , I ; ~n.l-G.H i\rt.!X<;9.1 -45 (0)- R.8-31-70 R.9-28-70 R.IO-5-70 BOOr. 7580 rAGf:342 (e) submission to it by each Party required to perform construction pursuant to this REA, excepting Penney and Mon- war, of evidp.ncc s,J,'tisfactory to the Party receiving th~ same of its financial ability to finance such construction: (Whichever cf items (a). (b). (c). (d) or (e) shall last occur) to cause construction of its Store to be commenced on its rcspectiv~ Parcels and thereaftp.r dil~gcntly prosecuted to completion and opened for business, which openinj shall, subject to unavoidable delays, occur . not later than the date or'during the months as follows: .1 Penney: January 31, 1973, but in no event earlier than fourteen (14) months after Penney becomes obliguted to co~mence its construction by the provisions of this Section; Monwar: Eighteer. (18) months after the date of rec- ordation of this REA, but in no event earlier than twelve (12) months after Monwar becomes obligated to commence its construction by the provisions of this Section; Harris: As to the new construction on Parcel Mb, eighteen (18) months after the date of recordation of this REA, but in ~a event earlier th~n twelve (12) months after Harris becomes obligated to commence its construction by the provisions of this Section: and as to the remodeling and re- fixturing on Parcel Ma, thirty (30) months after said record- 1 1 1 atian, but in no event earlier than twenty-four (24) months after H~rris becornc~ so obligated -to commence its construc- tion on Parcel Mb: provided that no Department ~tore Party shall Le obligated to /. I ., \ 1 , 1 i , 59.1 -~ 7- ~"""""II.' . .. ;. <.f, ~ . ~_'_!:",", .' ,..,; '1\''';l _:-._.'. ';. '~:.~~f~-":'{ ",.- ; , -,. - ",,'l'~i :.r.';O"l'}'~-,,- . - , ".I\~' ..,h'}';'<i:C' " , : ;'" ,"'". I . ,J , ,;.(''I\:.:&~: ,I . :? 'r;j~~'~...1:-: --1.~ .c.' . . ::t - It r R.8-31-70 R.9-28-70 ~GrJK 7580 PAGE343 open for business during the following periods: (a) May 1 to August 1. (b) November 1 to January 15. Ie) The 30-day period prior to Easter Sunday. All work to be performed pursuant to the provfslons of this Section shall be i~ accordance with the final approved con- struction plans and specifications for such work and in accord- ance with the requirements of this REA. Section 9.2 Developer Improvements Subject to unavoidable delays, Developer covenants and , agrees as soon as reasonablv possible after the completion of ~js approved final construction plans and specifications for such ~Irk' to cause construction of the Floor Area to be constructed on Delel- oper Parcels B, 0-1, 0-2, ~. F and G to be commenced and therca~cr diligently prosecuted to completiou, so as to open Floor Area on said Parcels in the sequence required by paragraph B(d) of Section 9 4 to the general public for business. All work to be performed .pursuant to the provisions of this Section shall be in accord- " ance with the approved final plans for said buildings and in accordance with the requir~ments of this REA. Section 9.3 Aqencv Improvements Subject to unavoidable delays, Agency agrees as soon as reasonably possibl~ after the completion of its approved final construction plans and specifications for (a) the Parking j '1 I 1 . ., J 59,2, 59.3 -~8- R.9-28-70 R. 8- 31-70 I,) P,QO! 7580 p,IGE344 \ Garngc and (b) the Common Areas, to cause construction of the Parking Garage and the Common Areas to be commenced und thereafter diligently pr05e~~ted to completion so that the P2rking Garage shall be open to the general public on or before the first to occur of (i) the date the Penney store or (ii) the date the Developer improvements first opens for business. All work to be performed pursuant to the provisions of this Section shall be in accordance with the approved final plans for said parking Garage and in accordance with the re- quirements of this REA. The Enclosed Hall shall be constructed in accordance with plans and specifications approved by Developer, Penney, Monwar and Harris. including the plans for attachment to the building or im- provements of any such p~rty. In any determination of the reason- ablencss of disapproval for any plan for such attachment, insurance requirements to enable such Party to have superior risk insurance, building code requirements, increased or decreased costs of con- strUCi:.ion of the structure to which attachment is to be made, and the proposed type of facade of the structure ~o which attachment is to be made shall be relevant circumstances in resolving questions that may arise in such attachment. There shall be no seismic load- ing or structural stress placed upon any Store of Penney, Monwar or Harris or any Floor Area on Developer Parcels by the Enclosed Mall . " . structure, nnd the same silall be self-supporting. I J , ;, .:1 . '1 'f _,:r._ ( r ) t. I . I R.9-28-70 R.10- 21-70 BeOK 7580 PAGE345 The Parties recognize that the air conditioning, venti- lating and heating spccificntiona of the Enclosed Mall and their respective Floor Area, respectively, are critical and that the systems providing air conditioning, ventilating and heating shall be so designed, constructed, operated and maintained 90 as not to drain conditioned air from, nor discharge residue or return air into, as the case may be, the Enclosed Mall or such Floor Area. Develop~r agrees that Occupants of its Floor Area shall be sim- ilarly required not to drain condition"'!d air from, nor discharge residue or return air into the Enclosed Mall. Section 9.4 Conditions Precedent to Construction and Openlnq A. conditions Precedent to construction. Department store Parties and Developer resp~ctively, shall not be obligateu to commence construction or cause constructioll to be commenced of their respective improvements until the following conditions applicable to it have been met: {a} As to Department Store Parties, leases have been committed for at least 160,000 square feet of the total Floor Area of Developer Parcels (excluding parcels H & J). (b) As to Department Store Parties, the conditions of paragraphs E and ~ of Section 7.1 and Section 7.3, and as to Developer, the conditions of pardgraphs D and E of Section 7.1 nnd Scetio!! 7.4, and a~ to both Department Store Partie5 and Developer, the conditions of Section 7.2 h~vc been mct~ .'., , .f ~ 1 J ~9.~-7\ -~9(a)- .. ~ , " ! _.. ~"'~'.~iIflJ)~ . ~t......... ... . ,,~ ...."._'.(":....~..~: 1';':" .;.'" ~hr~.. .,>o,'f:/IC.,.~'" '... - ..~_ R. 8- 31-70 R.9-2B-70 ~OOK 7~580 PAGE 346 ! eel As to both Department Store Parties and Devel- oper, con~truction has been com~cnced of all uncorn- plC!ted Common IIrC!as, including the Parking Gar"'],,; and (d) As to Department_ Store Pi'.rties, construction has been cCillmenced of the Floor Area on Developer Par- I, eels S, D-1, D-2, E, t and G. Conditions pr~cedcnt to Openinq for Business. Department Store Parties ~td Developer shall respectively not B. . be obligated to open their stores for business or to open or cause to be opened for business any Floor Area on the Developer Parcels, as the case may be, until the following conditions applicable to it have bee~ met: (a) lis to Department stor~ Parties and Devel- oper, the Parking Garage has been completed in accord- ance with the provisions of this REA and is functioning: (b) As to Departfficnt sture Parties and Developer, the Common Arpas have been completed in. accordance with the provisions of this ~~: (c) As to Department Store Parties, the building shell of the Floor Area on Developer Parcels and the Enclosed Mallon portions of Developer Parcels (such por- tions being in thj s REA called "Developer Hall Parcels") required to be co~structcd and finished by Developer have been completed in accordancE:" wi th the provisions of this REA. 59.t1-n -50- . J r , R.b-3l-70 R.9-28-70 BOOK 7580 rAG!347 , \:. " (d) There is open or is about to open for business: as to WfJrds und narris, not less than 80% of the Floor Area on Parcels F and G~ nnd as to Penney, (1) not less than 0010 of the Floor Area on Parcels B, 0-1, 0-2, E, F and G if it opens simultaneously with or subsequent to Wards, or 6~~ of the Floor Area on parcel F and 8~~ of the Floor Area on ; Parcels D, E and G if it opens before Wards. (e) As to Department store Parties and Developer, the conditions precedent set forth in paragraph A of this Section 9.4 applicable to them have been satis- fied or waived by De~~rtment Store Parties or Devel- oper, respectively: arj 1 } " (f) As to Developer, at least one of , Penney and Wards plus the Harris addition on Parcel Mb is open or shall simultaneously open for business. ,I c. Tenancies. Dc Jcloper covcnnnts and agrees to . proceed diligently to obt~in leases with Occupants meeting the qualifications and, CO~jitions set out in this REA of Floor Area on Developer Parccls/ All such leases shall contain pro- visions prohibiting the Occ~pant thereunder from violating the restrictions on use and occupancy set out in this REA. , As soon as practicable after th~ execution of each such lease, Developer, Agen=y and owner Occupant, as the case may be shall deliver to Penney a written etate~cnt signed by a vice prQs- ident or the president of the general partner of Developer herein named (or, in the case of. a Party subsequently becoming the Devcl- apcr hcrcunc1cr, a rcsp('l;,~iblc officer or representative thereof) 1 ! 59.4-C - 51- J a~~ . [: R.9-28-70 eOOK 7580 p~r,E348 setting forth the following i~formation with respect thereto: (a) (b) The name of the~lcssce, if any: The area and location of the Spl1CC rented or f occupied; (d) The date len~c ~ixing said date of commencement): ; oftter~ination (or the provisions of the i ,'1' II (c) The date of coml"encement of the tern. (or the provisions of the lease fix1ng said date of termination) and any rights granted to the lessee to terminate the lease prior to such date: and ee) A summary of the provisions prohibiting violation .. of the restrictions o~ U5e and occupancy set out in this I REA. No s~ch lease shall thereafter be modified or amended so '/ as to change any of the terms or provisions dC5cribed in said state- ment as to items (a),. (e) and (e) thereof, and no such lease shnll be cancelled, modified or amended 50 as to change any provision in said statement as to item (d) thereof prior to the commencement of said lease, without, in each case, the consent of Penney, \fJhich shall not be unreasonably Wi~hhe1d or delayed. Section 9.5 Separate Works of Improvement. For all purposes applicable to the provisions of Chapter 2, Title 4, Part 3 of the Code of civil Procedure of the State -, 1 , 1 i i ~9. 5 -51 (Li)- '~1i~1{,:;..;~;~:. R.8-31-70 R.9-28-70 l " ) p.oo~7580 r~GE349 . , of california (551181-1203.1), the construction of: (a) The Parking Garngc; (b) The Common hr~as, including, without lirn- itation, Malls and pedestrian bridges: and (el The construction of the improvements on the De" ;.....~.'er Parcels, Penney parcels, Monwar Parcels nnd Ha;-ris parcels inb~9rated therewith, shall each be deemed t") be separate and distinct .'works of i:nprovcment,ll as defined in ~1182 C..C.P. Section 9.6 When construction Deemed to Have Commenced , For the purposes of this Article, Department store Parties, Developer" and Agency shall each be deemed to have commenced con- struction when it (or when Upham, in the case of Penney): (a) Has completed rough grading for its improve- ments to the elevation shown on Exhibit A~ (b) Has cnt~red into firm contracts for the con- struction of suio improvements, the commencement of con- struction of which is required by this Article~ (c) With respect to Agency, has delivered to all other parties proof reasc.;nably satisfactory to such Pur- ties that it has (i) available sufficient funds or (ii) a binding unde~~riting of a responsible financial insti- tut~0~ to assure completion of all parts of the improve- mcnts required to b~ constructed by it under this Article. ''1 .i .j 1 , , , f.9.6 -52- ,~.....".........,.. " '--"rq,~:~ . '.' .""",-..."..<,~ll -r J r I . R.8-3l-70 _ R.9-28-70 (i '.J R.lO-2l-70 . .. I ~[JOK 7580 r,'GE350 ARTICLE X DEVELOPMENT OF FLOOR AREA AND Ca-U10N AREAS Section 10.1 Dcv0.1oper and Aqencv Imprcvcmcnts After (il Developer has completed compliance with the conditions contained in paragraph F of Section 7.1 and in Sec- tion 7.3 and (ii) Agency has completed compliance with the con- ditions contained in paragraph G of Section 7.1 and in Section 7.5 (or Department Store Parties have waived such compli.ance), the improvements on Develcper Parcels, Agency Parking Parcel , and Agency Mall Parcel shall contain: A. Common Areas a3 sho~ : on the improvement plans. B. Buildings for occup~ncy by Developer's tenants containing not less thaI! 320,000 square feet of Floer Area on Developer Prt.r~e>ls B, D-1, D-2, E, F and G. C. Parking.Area, as shown on the improvement plans, providing at least thq Required Parking Index (including the Parking Garage providing at least 1,000 parking spaces) and initially providing an aggregate total of 3,550 parking spaces in the Shopping center. Such work shall include all of the redevelopment work in the P~vjectArea as shown on Exhibit A, other than the im- proveme.1ts to be constructed by or for Department Store Parties pursuanc to this REA. At least ninety percent (90%) of all Fleor Area on ,. Developer rarcels shall be exclusively for retail use. c '. The heights of sai~ buildings shall not eXc~cd tho~c specified in Section 4.7 J-,!';;lrcl)f. Art.X-SIO.I-A to C -53- , ., " ,. '- .~ " !~ I 1 - - R.B-3l-70 R. 9- 2B-70 R.12-B-70 COOK 7580 r~GE 351 Section 10.2 Impr.',vements of Department Stor'c parties The Main Store Buildi.ng constructed for Penney on parcel C shall (a) contain not less than 200,000 square feet of Floor Area, and (b) have major customer entrances at each of thu two levels of the Enclosp.d Mall~ the Main store Building constructed by Monwar on Parcel A shall (a) contain not less than l49,00C square feet of Floor Area and (b) have major customer entrances at each of the t~o levels of the Enclosed Mall, and the Harris Store (including its addition on Parcel Mb) shall (a) contain not less than 225,000 square feet of Floor Area and 00) as respects said addition on parcel Mb shall have major customer entrances at each of the two levels of the Enclosed Mall, and as respects the existing portion of ~he Store on Parcel Ma, shall have a major customer entrance upor. the open mall portion of the Agency Mall parcel. A. The . #- ~'<TICLE XI GENERAL CONSTRUCTION P~UIREMENTS parties perJ6r~ing any work pursuant to this REA severally agree to perform ~heir respective work so as not to cause any increase in ~he c~st of constructing the remainder of the Shopping Center or any part thereof which is not reason- ably necessary, and so as not to unreasonably interfere with any construction work being done on the remainder of the Shop- ping center or any part thereof, or with the use, occupancy or enjoyment of the remainder of the Shopping center or any part 510.2 Art. XI -A -54- .. R.O-31-70 R.9-28-70 BOOK 7580 PAGE352 '. . thereof by any other part~, and any other Occupant of the Shop- pins Center. ~" B. From and aft~ the opening of the building contain- ing Floor Area of any par'~ abutting on the Enclosed Mall, each other Party thereafter er(:cting or constructing any building shall erect and construct a barricade at least eight (8) feet in heisht, surrounding the building or buildings so being constructed. suc~ constrtiction barricade shall be kept in place, in good condition and repair, until the building so being constructed is secure from unauthorized intrusion. All barricades shall be painted in colors approved by the Project Architect. c. Each Party agrees that all construction to be pcr- formed hereunder shall be done in a good and workmanlike manner, with first-class materials and in accordance with all applicable laws, rules, ordinances and regulation~. Developer shall, u~on' demand, deliver to the other Party or Parties demanding the same, evidence of completion of Euch work in compliance with all applic- able laws, ordinances, regulations and rules in compliance with the final Developer plans, app~oved pursuant to section 7.lG hereof, and that all such costs, Expenses, liabilities and liens arising out of or in any way connected with such construction have been fully paid and discharged .of.; record, or c:mtested and bonded, in which event any jc=~ent or vther process issued in such contest shtill be paid and discharged before ~xccution thereof. D. Each Parly, as Ecspects its respective construction, shall use all reasonable efforts to cause its architects and 1 "~ j , 1 \ \ Arl.XI-G to D -55- . .1 _ . ., ~ ~~\;~,,;.:Ji ~~ ' h t-1: R. 9- 28-70 R. '-0-21-70 R .11-4-70 bOOK 7580 plc,353 contractors to cooperate ~nd coordinate its construction with the architects, contractors and construction work of the other Parties hereto to the extent reasonably practicable. E. In the ev~nt ony mechanics. licn~ ore filed again~t the Parcel of any party, the Party suffering or causing such lien to be filed hereby covenant~ to either pay the s~me and have it dischargeu of record promptly, or to take such action as rr~y b~~ required to seasonably and l~gally object to such lien, and in all , events agrees to have such li.en discharged prior to the foreclos- ure of such lien. Upon request of allY other Party, the Part}' suf- fering or cau~ing suc~ lien tu be filed a9re~s to furnish such securit~ lS may be required, ~o and for the benefit of such other Party, or any title insurance ana trust company design~ted by such other party, to permit a report of title to be issued relating to such partyls Pa~cel without rhOwing ther~on the effect of osuch lien. ARTICLE lCTI Sectio.l 12.1 ofPEAATION . Opc~ation of stores A. Covendnt with Respect to DeparL ,',_'nt Sl:nrc. Penney and Harris each cov:::nants that it will opero.tc, or cause to b.o opp.rateu (under the name of IlPenneytl a~:d "Harris, II as the case may be. or such other n'-':_\~ (1':'; may be used to identify the majority of the storel'> in ~ Southern C lifcr~ia operated by it) a dcp~rtment store on its Par- eel C or :.la <J71d Mb (collectively toM"), as the case m:lY be, r Jr tr;2 fifteen OS) y~ar pcrioO: from and after the elate the first Hilin Sto':": nuildin'J 0 i the D-::::pat'tr.-,.::-nt Store P~rties is fir::;t opC!:ncc~ for b\.'~inC's~ Will. the pu~lic, but in no event sh::lJl such period ;~o Pc...::l':;Y co;. :~~rr~ ~ be less than fO'1rt~cn (14) years and six (6) nonth:,. J 1 ..l \ / . l\rl.Xl.l.n...,":"2.1-i. . -55(0)- R.8-3l-70 R.9-28-70 R.10-5-70 R .11-4-70 BOOK 7580 PAGE354 Monwar covenants and agrees that Monwar will cau~c Montgom- ery Ward &. Co.. IncQ)~porated to operate (,mder the name of "~. _u:d.s") or such othpT.' name ns milY be usc.d to id<.'ll: ify th~ majoril'... of stores in Southern CC\llfornin operCltcd Pi .1ontgomcry Ward & Co.. IIl~"rpor- ated) a department store on 'its Parc~l A for. the fifteen (le) year Period from and after the date the fl':"t r;,,;.n store B::Udl19 of the ') Department Store Parties is first C':Jsned for business with the gen- e~al public, but in no event shall such period be less than fourteen (14) years and six (6) months. For the purposes he~eof, the department store on P~~ccl C, :- A or M, as the ~ase may be, !'shal1 be i1eemed to be operated during perio.-.3 of cessation of actual operations if such cessat:ion of ope~atic~s results from: (a) Such reasonable int9rruption5 as may be incident to the conduct of similar businesses; 1 ~ j 1 o rJ >j ~ 1 j (b) periods of total or .:':....rtial stoppage -:-.':': oper- ation reasonably necessary becat~se of construc:~ ~ '-'n, re- construction, alteratioils, improvements or repairs on or to the department store in guest ion; (c) c~ndemnation; or (d) Unavoidable delays. Notwithstar.ding the foregoing, any oblig; ...._... .,- any ~aid shall cease ?arty to op~rat~ its department I . . . 1n the eve~: Developer ceases t. ...... as afore- ~n~~rtment Store r' .::nl'. with the provisions of section 12.2 hereof, but no such cessation ~ any :)ep~.rtment Stor~ Party shall in any manner be .,onstruedj as diminishing 0':: b~ deC'~ed to cOJ"'!~':.itu:'''''' a We iver of any ot~e right of any Dc~artment store P~rty so ceasing tc ~~~~ate ar~s- ins from the failure of Developer to perform its CGvenant net forl:1 in ~c~ti~n 12.2 hc~~~f. , i ~ - 56- I. ) R.'J-28-iO BOOK 7580 . ,,355 :... The cov~nants contained in this Section 12.1 sh~11, at the .rcqu~~~ of any l~n~~r _~ the respective P~r~~ls referred to herein, ~ - ~ be subordinated to the l~cn of any mortgnge, Indenture or deed of truc.t (including. but not Ly way of limitotion. ar." '"lankct mortgogc or deed of trust which may cover arlY other property or properties of such Party, whether owned in fee or as a leasehold in addition to the property interest or interests previously referred to in tnis sentence) to t~e. end that a purchaser or purchaser~ in any foreclo~ure proceedings, or pursuant to any exercise of power of S. .~, or any grantee under a deed in lieu of foreclosure, and all : ..,.....;essors to or through any c;uch purchaser or purchas ...;rs, or to or through any such grantee,. ~hall take free and clear of the covenant. Each party covenants and agrees to execute and deliver " to the others, upon request therefor, such instruments, in re- cordable form, as shall at.any time nnd from time to time be re- ~. quired (the form of which shall b~ in th~ sole and absolute j\1d9m~nt of counsel for such Party) in.order to confirm or effect any such subordination as referred to in th~ preceding sentence. Nothing contained in this Section 12.1, or elsewhere in this P..EA, shall be construed or deemed in any way to proscribe or lin,i tany use of the parce 1 0:: any party, or the improvement therc- .~ i1 i . on, except as specifically herein provided, and except as provided in Section 3.4 hereof. Each and all of the provisions of this REA (lot the respective parts of Penney, 11on:.iar and Harris to be per- formed (whether affirmative or ncga'" i.ve in nature) are intended to .... ,. -,- , i I -SG(a)_ ., .1 J ~ !J l ,. .~e .. M R.9-28-7Q BOOK 7580 PAGE356 and shall bind each and every person, firm, association or corporation comprised within the term Penney, Monwar and Harris, respectively, at any tinte and from time to time, and shall inure to the benefit of Developer. B. Tvpe of Operati~~. The hours of operation, the number and types of depart- ments to be operated in the department store on Parcel C, A or M, as the case may be, the particular contents, wares and mer- chandise to be offered for sale and the services to be rendered therein, the methods of merchandising, and the manner of oper- ating the department store in every respect whatsoever shall be within the sole and absolute discretion of the Department store Party operating a particular department store; provided, however, that such total operation mu~t ~onstitute the operation of a department store. .-.......---,........~-.--..-.- .-.........-... -- .-..-..---.,.,-..-......... ._.~...._-_._~ ._..A' ..:,,,,,,,,. ..... .- ..~ . .....'. .... ,,(. _....j.. (.' . j. ...,... , .......... -.;..~..... ~ ".-_.., ...... ....~~~.~~:.,.:.. .....,. -.'...,'. "'.., ... -';":~' ';. . ..' ....-..,....... ............ .~<O"_....._,-=-._ -- l \ 512.l-B -56-(b) i \ i ( , ) R.8-31-70 R.9-28-70 P,OOK 7580 PAGE357 Each Department store varty shall have the right, but not the obligation, to operate any department or depnrtments of its cepartment store in whole or in part by licensees, ten- ants and/or concessionaires of such Department store party. section 12.2 Developer's covenants Developer covenants that it will operate, or cause to be operated. during normal and customary business hours, the Floor Area required to be constructed by Developer on Devel- oper Parcels pu=suant to th~ provisions of Article IX hereof, so long as one of the Main j;tore Buildings of the Department Store parties arc open for business, in the following manner: A. As a complex of retail stores and commercial enterprises which is a part of a first-class regional shop- ping center with related Common Areas facilities. B. Use its best efforts to: (al Have the Floor Area required to be build by Developer pursuant to Section 10.1 occupied in its entirety: (b) Have at all times a proper mixture and bal- (c) Maintt. in a ~ t qtGlity of manageme~t and oper- ance of ten~nts; and ation not less than that generally adhered :0 in other similar regional shoPRing centers in Southern California where there is a depar~t.ment store of a type a.,d character similar to the Stores of Penney and w~rds. 1 >"\ , 1 \ ~ ~? . 2..],. n -57- R.8-31-70 R.9-28-70 ~OOK 7580 PAGE 358 c. Undar the nnmC' of "Central city Mall" ,und under no other n<lme \"ithout the prior approvnl of Monwar, Penney and Harris, D. So as to have Floor Area of at least 300,000 square feet on Developer Parcels, subject to the provisions of section 13 .4D~; E. To open Floor Area on Developer Parcels Bt 0-1, D-2, E, F and G containing not lass than the minimum Floor Area as pro- vided in Section 9.4B(d). E. To open not l~s than the minimum Floor Area as provided in Section 9.4B(d). F. So as not to substantially change, modify or alter in any manner or to any extent whatever the exterior of the building shells on Developer parcels without the prior approval of Monwar, Penney and Harris. G. So as not itsei f to vi._ late the restrictions rc- ferred to in the last sentence of Section 9.4C. hereof, and use: all reasonable efforts to r:~stT.ain any violation thereof by Occupants of Developer parckls. H. In accordance with the rules and regulations prescribed in Exhibit F hereto. For the purposes of.this Section, ~ny retail s~ore constructed by Developer in the Project Area shall be deemed to be operated during periods of, cessntion of nctual operation if such ce~sation of oPGraJion results from: ;l , I ~12.2- C to Il -58- \ R.8-31-70 R.9-28-70 P,OOK 7580 1^GE 35g (1) Such reasonable inter.ru~tions as m~y be incident to the conc]l1ct of similar businc!Jscs; (2) periods of pa"tial or total stoppage made reasonably necessary because of construction, reconstruction, alterations, improvements or repairs in or to such stores in question; (3) condemn~tion; or (4) Unavoidable delays. Section 12.3 Rule~ and Requlations Penney, Monwar and Harris, each severally, agrees to observe and comply with, and shall cause its respective Per- mittees to observe and comply with, and Developer shall cause its Permittees to observe and comply with, such rules and reg- ulations related to the Shopping Center as may be adopted by the mutual agreement of the Parties hereto from time to time. The Parties hereto d~ hereby adopt the rule3 and regulations attached hereto and marked Exhibit F until such time as new and different rules and regulations shall be adopted as nforc- said. , , i .\ , 512.3 { -59- R.8-3l-70 BOOK 7580 PAco360 I I . ~~UCLE XIII D~GE. INSURANCE AND REPAIR Section 13.1 Indemnitv and Liabilitv Insurance . Developer, city and Department store Parties, rcspcct- ively, shall eaeh hold harmless all other parties and all Occu- pants of the Parcel(s) of the other Parties from all claims or judgwents arising from the use of Floor Area and/or common Areas located within the respective Pareel(s) or portion(s) thereof which the indemnifying Party has the responsibility to operate and maintain (as between the parties "hereto) pur- suant to this REA, unless such claim or judgment is caused by the negligence of such othe~ party or Occupant. Developer shall , cause Occupants of Floor Ar~~ on Developer Parcels to indem- nify and save harmless DQveloper and city from any and all claims arising from any ~~t, omission or negligence of such , Occupants, or their contI3ctors, licensees, agents, servants , or employees, or arising fr0m any accident, injury or damage whatsoever caused to any per.son or Property occurring in or about the Flour Area occupied by such Occupants, or any part thereof, and from and against all costs, expenses and liabil- ities incurred in or in connection wi~h any such claim or pro- c~cding brought thereon. Public liability insurance with limits ~ , I Art.X1II-S13.l -60- ! % \ ----'. R .8- 31-70 R.lo-5-70 BOOK 7580 PAGE361 of not less than (i) $500,000 for each individual, $1,000,000 for each accident, and $100,000 for property dam~ge in the case of city and Agcncy, rcspcctively, and (ii) $1,000,000 for each individual, $2,500,000 for cach accident, and $200,000 for prop- erty damage in the case of Developer and Department Store Par- ties, respectively, shall be provided by the indemnifying Par- ties, respectively. The other Parties shall be named as addi- tional assureds~ Section 13.2 Extended Coveraqe Insurance A. Developer and Department Stores Parties, respect- ive~y, shall at its expense cause buildings and improvements con- taining Floor Area and all parts thereof on such Farty's Parcel(s) to be insured against loss or damage by (i) fire and such other casualties as are included in the standard California extended cov- erage form of fire insurance policy, in an amount which wtll pre- vent the insured from being a c.o-insurer and, in any event, in an amount not less than eighty percent (80%) of the full replacemcnt cost thereof (excluding the cost of excavations, footings and foundati~ns) and (ii) earthquake, in an amount not less thun ninety percent (90%) of the full replacement cost thereof (excluding the cost of excavations, footings and foundations), with a deductibl~ B. city shall percent (5%). , maint!in the insurance required by the not in excess of five aforesaid Lease Agreement (l~rking) and Lease Agreement (Mall). C. As used in this Section and the preceding Section 13'.1 " the term "city" sh.:lll also refer to Agency if and while "gency, is " c. performing city's duties and obl'igations pu!:'suant to section 12.3. ] , 1 , 1 , I ) ~ 13 .'J-T, to C -6J.- R.8-31-70 R.9-28-70 U_g:~1~90 I ) I\OO~ 7580 rm362 All insurance coverage provided for in this Section shall at all times be maintained with a responsible corporate insurer authorized by certificate of the california Insurance Commission to do business' in the State of california. Notwithstanding the foregoing, each of (i) J. C. Penney Company, Inc. while a Party hereto, (ii) Monwar Property CorpoLation while a Party hereto, and whi~e a Wards department store is being operated on Monwar Parcel It, and (iii) MontgomE'ry Ward & Co., I cor- . I porated while it operates the Store on Monwar P~rcel A and has e - pressly assumed and agreed to perform and is performing the obIi ations of Monwar pursuant to section 13.1 and this Section 13.2, may at fts election carry the insurance required to be carried by it pursua t to Sections 13.1 an.] 13.2 under a:1Y plan of self-insurance which it may from time to time have in force and effect, provided that it has a net ~orth of at least $20,000,000. Said J. C. Penney Company, Inc., Mon- war Property corporation, Montgomery Ward & Co., Incorporated and John S. Griffith & Cc. (while in its c~pacity as the managing jofnt venturer of Developer herein named) may respectively car~y such ~nsur- ance under any so-called blanket policy or poli:des of insurance, cov- ering this and other locations. Section 13.3 Obliqation to Repair . Each Party shall at all times maintain or cause to be main- tained all buildings and other improvement~ containing Floor Area within such Party's Parcel(s) (exclusive of portions which may be dedicated to public use or condemned) in good condition ahd repair (including repairs, restoration or reconstruction in the event of damage or destruction as required by the folJowing section) with- out r.ost or expense to all other Parties. 1 513 .3 -62- \ ( \ i , I \j \, -j 1 ~".l_~ ~'. !, . '. ':.. ,....... , t-.~.. . . _~' .~'}~'.. '. . . ' "-~~: ~ . . .' . .... ~,~"tl..fft:" . l ,....... ::>.\.' t: . ~, "' . ..... .JH~ ",. .,~, !~L.c." ".1'" ~.. " ,J . ~ ,.' ~'.;;;o...;......:.~,~kl.S.l I",~~' . ,,- ....f, ~>c__"~' r R.8-3l-70 R.9-28-70 (. ) R.10-5-70 \. ,. BOOK 7580 ~GE363 Section 13.4 Repair, Maintenance and Restoration of pr.emises Subject as hereinafter provided, in case any building O~ improvement constituting a part of any Party's Parcel(s) shall be darn~gcd or destroyed by any casualty and a Party is required to repair, restore and reconstruct the same, such Party shall within ninety (90) day. thereafter submit to the other Partie. plans and specifications for, and upon approval thereof (as respects only the architectural compatibility of the exterior thereof, and compliance with all other requirem~nts of this Section) by the other Parties shall'.iwith reasonD.ble dispatch, commence and diligently prosecute to completion (i) the repair~ restoration or reconstruction of the damaged or destroyed portions (or the whole thereof, as the case may be) of any such buiyUng or improvement, (ii) the erection , on such party's parcel(s) of such new building and improvements as such Party may elect (provided the same is reasonably harmonious architecturally with the remainder of the Project Area remaining or as reconstructed), or. (iii) the demolition of the destroyed ~r dam- aged building and improvements as may be required, all to be conducted in such manner that upon the completion of such repairs, restoration, reconstruction, erection or demolition the building or improvement . on such party's Parcel(s} s~lll comply with the following requirc- ments: A. The building (s)~, building equipment and other improve- , and therea~er repaired, restored or reconstr\lcted ments so damaged shall be of a value not less than the value of such building(s), building equipment and other improvements immediately prior to, 1.)) 3 ./,.-t'. -63- " R.8-31-70 R.9-28-70 BOOK 7580 PAGE364 any such damage and not theretofore repul~cd, restored or reconstructed. B. Thc~1 shall be 9f modern fire and earthqun:<c re- sistant constructicn ~uitable for use as that being conducted immediately prior to such damage; shall be designed and con- structed in a first-class ~rkmanlike manner; shall be struc- turally sound, and shall be architecturally harmonious with the architectural concept of the remainder of the Project Area.. C. They shall be ,of a'value not less than the value . ! of the building(s) or irnpr2vcments so damaged or destroyed immed- iately prior to any such c.urnage or destruction. not theretofore repaired, restored or reconstructed. c D. They shall contain not less than that number 0= square feet of Floor Area (or square footage in the case of the Halls and Parking Area) that existed therein i.mmediately prior to any such damage: provided that the Stores shall not be requi=ed to have Floor Area in excess of the following: Penney Wards Harris 150,000 sq. ft. 125,000 sq. ft. :06,000 sq. ft. E. All such work shall be completed with due diligence, subject to unavoidable delays, and at the sole cost and expense (except as herein providc~ to the contrary) of the Party perform- ing the same. ;' \. F. city, Agency and Developer each . proc~ed~, if any, payable covenants, severally, that all insurance to it on account of ; such damage or. destructivn-shall first be made available for the \ 513.t.-!l to r -6.1- ." .. . . ...~..I'. . . fal'lfJ . .... '.' . . . , ..~;f ~i-I.'.._.. . . ."l;.....'......'."...'l.:::_."'..:';l;:.".z... ~...~.........~~...-. '~" ..........-. .-' J...'. '.. -", ....;...,' ~'. .,.:-r~. ~ .' ~?10~m\i4~~~. .. '. ;~~ J~U~~ .'.... .~!',~ .,'., ;;':( ,',,'. ~~,~ ',r\;t~~ , R.~-2~-70 R.IO-S-70 COOK 7580 PAGE365 " repair and restoration of any damaged Common Areas on its rcspect- in trust and made amount rf : uny insurance proceeds shall be held available in progress paymcnt~ during the pro- "ive Parcels. The gress of the restoration of nuch Common Arc~s in the same manner as progress payments nrc to be made for damage to the Common Area by reason of any taking by condemnation as provided in Article XXI B. G. Developer covenants to and with Penney, Monwar and , Harris, each severally, that in the event of any damage or destruc- tion to all or any portion of the Developer Enclosed Mall stores (those stores of Occupants on Developer Parcels B, D-l, D-2, E, F and G) it shall cause such Developer Enclc~ed Mall Stores to be f reconstruct~d; provided that ot the time of such destruction at least two o~ the Stores of Penney, Monwar and Harris shall be oper- ating in the Shopping Cente~. In the event that less than two of the Stores of Penney, Monwa~ and Harris shall at the time of such destruction be operating, or should less than two of such Parties agree to restore thei~ Stores in the event of simultaneous des truc- , , . tion thereof with the Developer ~nclosed Mall Stores, then anu in that event the obligation of ;Devcloper shall be to reconstruct and restore the Developer Enclosed Mall Stores lying within 200 feet ~ of any such remaining Store. H. Penney, Honwar (Honwar shall cause Wards) and Harris, ., each severally, cC'Jenants each with th.e other and with Developer, in the event of damage or destruction to all or any portion of their respective Stores that each, respectively, shall repair, rc- stor~ and rccon~truct any building or improvement on its Parcel(s) , . , .~' ,', ."j '1 -, .! !l 13 .~-G,!-! -6-l(a)- n.9-28-70 BOOK 7580 PAGE 366 , which is damaged Or destroyed by any casualty during a period of twentY-five (25) y~ars after SUch Party first open. for bUsiness in the Shopping Center: and from and after SUch twentY-five (25) year period shall also be required to So perform SUch repair, res_ toration Or reconstruction (but only to the extent of the insurance proceeds available to it for Such purpose) if at the time of the OCCurrence of the casualty requiring SUch repair, restoration or . reconstruction, 'at least one of the other far ties shall be oper- ating its Store in the Shopping Center (or as to any PartY(ies) not So operating, it or .they shall in fact have cOmmenced the resto_ ration ~f its Store'. I. It is recOgnized that from time to time during the " tPrm of this REA, each Party may'require a temporary license to Use POrtions of the Common Areas for the purposes of: (1) Performinry maintenance upon, and making repairs to, and/or , (2) Making constrUction alterations, additions and improvements, Or razing and replaCing' the whole or any part of Floor Area On the Developer Parcels and the Stores, respectively, pursuant to this ~ (the activ_ ities referred to in this subdiviSion (2) being herein_ after COllectively referred to as "construction"), and (3) Obtaining access, ingress and egress to and from the Common Areas, the Floor Area o~ Developer Parcels, and the Stores, as the case may be, to carrYon Such mainte_ n;: Ice, rapair and construction. ,! , ,13.4_r -64 (0)_ " t, ~, tl 'I' "',I .: ~ .~ ,';1 , , , ~: ; .... ~ s;/ 0.".. ~.~ ~.~. I I i , , R.9-28-70 -( ( ) BOOK 7580 PAGE 367 Within a reasonable time prior to the commencement of any such maintenance, repair or ~onstruction, the party desiring to undertake the same shatl st~mit to the Party owning the Parcel in' . question for its approval (which approval shall pot be withheld) a plot plan of the shopping Center. the Floor veloper parcels and the Stores, as the case may be, and unr~asonab~Y "rea on D't except the: portions of the Common Arecsbeing utilized by such party pursuant to this. Section 13.41 free from and unobstructed by any loose dirt, debris, equipment or construction materials related to such main~e- nance, repair r-r construction. J. Whenever any Party is not obligated hereunder to re- store, repair or rebuild any puilcing that has. been da~aged or , destroyed and elects not to do so, then, and in such event, such party shall r~ze such building or such part thereof as has been so damaged or destroyed and clear the premises of all debris and shall i cause said area to be paved ~~ its expense; and thereafter said area shall become a portion of the Common Arereuntil such time as said Party may elect to rebuild thereon. If any dispute shall arise among the'parties, such dispute shall be determined by arbitration ~ursuant to th~s REA. l 513.4-0" -65- R.8-31-70 d( BOOK 7580 PAGE 368 section 13.5 waiver re casualty Losses Each Party hereby releases each of the other parties from any liability for any loss or damage of the type covered by fire insurance with extended coverage, and grancs to the ot~er Parties, respectively, on behalf of. any insurer provid- ing such insurance, a waiver of any right of subrogation which any such insurer of anyone Party may acquire against any other Party or Parties hereto by:virtue of payment of any loss cov- ered by such insurance. .1 ARTICLE XIV ! MISCEr~!ANEOUS section 14.1 Iniunctive ~~li~f In the event of any violation or threatened violation . by any Party or Occupar.t oJ any part of the Project Area of any of the terms, restrict~ons, covenants and conditions herein provided, any of the i'arties shall have the right to enjoin such violation or threatened violation in a court of competent juris- diction. prior to the commencement of any sU9h action, notice of such violation shall be given to the other Party or oth~r Person responsible therefor. Section 14.2 "elf Help In the event an.y Pa.'t'ty shall f<lil to perform (a) ti,~ work or furni~h the services referred to in Articles VI and XII, or (b) any of the tcrm5, provisions, covenants or conditions to be performed or complied with by such Party on its Pnrccl(5). ;\ ! , \ ~ 13.5 ~rt \r~-~-' _- .51~.~ -G6- '. . u R.8-oJ-X BOOr. 7580 ~G,369 .- . pursunnl:. to the provisions of this R.En. upon. or as to the Com- Mon ^rc~~ or Parking Arcu on its purcel, the other Purtic~ shall each have the right to enter upon the Common Arcas and Parking Area of such party (without being obligated to do Se) to perfo~m such work or furni~h such services. As 3 condition of the ~i9ht to the performance of nny work O~ furnishing of service by one Party upon the Common Areas of any ether Pdrty, notice of its intention so to do, specify- ing tb.~ wr,~'< to be.: periorme..::!, shall be given to the defaulting Party c', provided herein and not le~s than ten (10) day~ prior tc the commencement of such work~r not less than forty-eiqht (48) hours after servi~e of such notice if in the judgment of the Party Si. :ing notice, reusonabJ:' excrcis':..J, such default relates to. a matter whic~ ~:- of an emcrgenc~. n'lture). DurinlJ '1 such ten (10) day perioc or forty-eight (48) hO<1r period, a~ the case may be, the defaulting Party shall have the right to perform or ~ommence performance of such work, and provided SUe. work is d-' 1; c'"cntly ca.rr~.ed .1...") completion, the right of each other Part:" to perform such, work resulting from such default shall be automa~ically terminated. 1 .~ Upon completion of ~~ch wo~~ or service furnished, or from time to ti~e if the work or service is of a con~~~~~ng nature, ~~ itemized statement of the cost thereof shal1 be submitted to the defaulting Party and tile amount thereof sh...,ll be immediatply CL:.:2 and paya1':'le by .....,e defaulting Party to t~lC ~ i .\ I I :\ " j :: !I'.":' -~7- I I I . I \ t 1 # ~ 'l J j 'i , J , , R.8-Jl-70 R .11-4-70 . , j I . .i 'i:~ ~a PlGE370 Party r:f\ performing. Such: ~'<.ltcm('nt of cost sh .,r...... int'"!re.st at one percent (1%) over the then prime interest rate per annum (but not cxcC'cding the milximum rate permitted by lZl,.: until paid. E1tch Party sh:1.tl have the right t"l dedt.~t the amnl1nt pilyable by iL, without intcr(.~t, from any sums then due or thcr '"If: '~r becoming due by such Party to' the defaulting Pnrt:y. If the ,'mount thus stated is not paid within thirty (30) days. the Party p~. "orm~ng the wor~ ("'If service, by serving a written no:....; r:e upun the Party own- ing '~.hc Parcel (5) upon which the work was pc-form.:d, dcscribin<j the entire Pnrcel(s) OWI~d by such Party in the Project Area, the nature of Lhe \...~.;-k or. sGrv~ces and the COot thereof, Clnd record- ing a copy c~ such notice ~n the c, ffice of ti."' Ret.:order of San Bernardino County, shall eutablish a lien upon the rarcel(s) of t such Party in the Project Area in the amount stated in the recotred nc.ol..ice. No lien shall exist unti.i. such notil..:e .,' recorded. 'l'h pr~ ,_ . f-v of such li_. shall be determined as of the date of f..:.. ~ ing t'. ':!. same of r('c'ord, but such lien shall in any event L ~ sur', ....J:dinate to any first mortgage, fir..:;t deed of trust or financ- ing leaseback as respects <'~Y Parcel (5) of a Party. Such lien shall cont;;:,ue ur.til fully discharged but in no event ::"on'..., . ': ;I."ln I five (5) years from the date of recording and may be foreClosel in accorL~nce with the law perta~ning thereto. Such lien shal also sc .~re the reasonable costs and expenses of enfoj ~ing the !l;aTl'l':', incl"rlir:.q interest tram the date of recording .' _ ~.::.e rate of seven percent (1%) per annum and attorneys' fpes. In t.~;..::. t:;......::r._ =.n~' t!!<:"rtg::t.gee, trustct:: or benefici?ry under a deed of trust, Party, Occupant, fee own~r ~r lessee of record shall . rcquc:st thot it be give., ~imultaneous not.ice unr-.'.... this Section, all r,otices shall be given in compliance with s.V'.::h request if -68- , I > ';,i/I . "".,~ 'r" --:- I , R.8-31-70 R .11-4-70 ;: .11-16-70 ( ) BOOK 7580 PAGE371 notificaticn of such request shall have been given to th~ other Par- ties. Nothing contained in this Section shall be deemed to apply to the Agency Parking Parcel or the Agency Mall Parcel so long as the same are leased to the City under the city Leases, except if Agency has taken over the pc~formanc~ of the obligntions of city under ~ the city Leases pursuant to '/hc last sentence of Section 6.1, in' which event this Section shall be applicable. Section 14.3 Unavoidable Delays If performance of any act or obligation of any Party he~~n is prevented or delayed by Act of God, war, labor disputes or oth~rlause or causes beyond the reasonable control of such Party, the time f r the performance of such act or obligation shall be extended for the p riod that such act or performance is prevented or delayed by any such ause or causes. I' I Section 14.4 Notice as Prerequisite to Default A Party shall not be in default under this agreement exc~t under such provisions as r~quire the performance of an act on or 'before a specific date or within a specified period of time unless such party shall have been given a notlce specifying such default (a) within the period of thirty (30) days (except under Section 14.2) or (b) commences to cure such default within such period af time if such default cannot be completely cured within thirty (30) days (except under Section 14.2) and thereafter diligently proceeds t~ complete the ,curing of such default. Section 14.5 .Breach Shall Not Permit Termination I I ~ , 1 ! -.\ It is expressly agre~cl that no brea~h of this REA shall entitle any Party to cancel or rescind or otherwise terminate this REA, but such limitation shall not affect in any manner any other rights or rem- caies which the Purtics ~~y have hereunder by reason of any breach of this REII. 5] 4 _ 3 to 5 v. . 5 -69- R.8-31-70 WOK 7580 P~G( 372 Section 14.6 I ~h Shall Not Defeat Mortqaqe A breach of any of 'the term~, conditions, covenants or rljf strictions of this REA shall not dczeat or render invalid the 1iJl of any institutional first mortgage or institutional first deed of trust made in good faith and for value but such term, condition, cov- enant or restriction shall be blndjng upon and effcctivp. against any of the Parties whose ti~le to a Parcel(s) or any portion thereof is acquired by foreclosure, trustee1s sale or otherwise. Section 14.7 Attorneys' Fees In the event that nt any time during the term of this REA . any Party or Parties hereto shall institute any action or proceed- ing against the other or others relating to the provisions of this REA, or any default thereunder, then and in that event the unsuc- cessful Party or Parties in su~h action or proceeding agree to rein- burse the successful partyior Parties therein for the reasonable -, expense of attorneys' fecsjand costs of suit incurred therein by 'f the successful Party or pa~ties. Section 14.8 Timl;,) of Essence Time is of the essence with respect to the performance of I .., each of the covenants and ;'tgreements conta~ned ~n thJ.s REA. Section 14.9 . Gov~rninq Law~ , This ~ shall be construed in accordance with the laws of the State of California. :1 ~ section 14.10 waiver ol Default No waiver of any default by any party to this REA shall ~e implied from nny omission Ly any other party to take any action in respect of such dcfnult if such default continues or is repeated. No p.xprens waiver of any dcfuult shall affect any default or cover any period of time oth~r th~n th~ d~fault and period of time speci- fied in such CXplCSS waiver. One or more waivers of any default in -i ! 1 , ~14.6 to ~]4.10 -70- . ; " , ) .~\ 1 , I I ~ , R.8-31-70 ~OOK 7580 rAGE37~ the p\E!rformancc of any term, provision or covcnD.nt contained in tr.'.=> R~ shall not be deemed to be a waiver of any subsequent default in the performance of the same term, provision or covenant or any other term, provision or covenant contained in this RP~. The consent or npprovnl by any such p~rty try or of any act or request by any other Party requiring consent or npprovnl shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent si.m- ilar acts or requests. The rights and remedies given to any Party by this REA shall be deemed to be cumulative and no one of such rights and remed~es shall be exclusive of any of the others, or of any other right or remedy at law or, in equity which any such Party might other- wise have by virtue of a Q~fault under this REA, and the exer.cise of one such right or remedy fY any such party shall not impair such Party's standing to excrc~~~.any other right or remedy. .' . Section 14.11 No~artnershio Neither anything in this REA contained nor any acts of the , Parties hereto shall be oe(med or construed by the Parties hereto, or any of them, or by any third person, to create the relationship of principal and agent, or of partnership, or of joint vent~re, or of any associntion between any of the Parties to this REA. Section 14.12 Successors This ~ shall, except as otherwise provided herein, be upon and inure to the benefit of the successors and assigns respective pnrties to this REA. binding of the Section 14.13 Brokerage The Parties each represent and warrant that they have not engaged any b~oker, finder or other person who would be entitled to any commi~sion or fee in respect of the execution of this REA. and each of the Parties agrees ~o indemnify and hold harmless the other against and in respcct of ar,y and all losses, liabilities or expenses which may be incurred by the other as a result of any claim which muY , be asserted by any such brok~r, finder or other person on the basis of any ~rrangernents or agrcc";"cnts 1T'.ade or alleged to have been made on behtilf of such Ptirty. j ,.1:' 11 tn .c::ltL13 -71- ~OOK 7580 PAGE 37 4 ., i R.8-3l-70 1\TITICr,E xv ~ITRnTION OF DISPUTES section 15.1 J\rbitr<1blc ~1uttcrs ! The provisions of this 1\rticlc shnll govern the determi- nation of only such disputes which, by the specific provlsionn of this REA, are to be resolved by arbitration and shall also gov- ern all disputes arising from the failure or refusal of the Pro- je~t Architect to approve matters submitted to him by any of the Parties pursuant to the provisions of this ~. Section 15.2 Arbitration procedures In the event that any party notifies the project I\rch!.-. tect in the case of any plan or proposal prepared by or requir- ing the approval of the project Architect, or the Party making the proposal (if approval or: t'uch proposal by the project Arch- itcct is not rcquired~, of its cl)jection in writing thereto within the period of tim~ from the date of subIT!ission specifically proviued hereunder, then upon w~itten objection being given to all parties to any plan or proposal submitted, in cases where approval of the Project Architect is rcqnired, the f1roject Architect on his own motion or at the request of any Pa~ty sha1l, and in all casp.s where Project Architect's approval is not ~cquired, the party makinJ ~he proposal may, by notic~, call a meeting to be held within ten (10) days from such date tdbf attended by all Parties or their '. . duly dGsignated representatives and, if necessary, by the project Architect, tv resolve and d~termine such matter. The Project ~rch- . itect shall not vote. A una~jmous decision of the Parties in tittcnd- " , ance shall be r~quircd. In the cv~nt such meeting is not called or h~ld within such period or if the matter is not thus finally , 1 II 1 i , 1\rt.}:\~-~15.1. 515.2 -72- .l f "1:-. . ---. . . ! . ~ l I .--------.------ - , - -~,---- ~ > , ; , ,. .,. , 1 ... J ~ 1 R.8-31-70 o o BOO~ 7580 PlGE375 determined, any Party shall h<:1ve the. right upon. written notic;e to each of the other P~rtics to hnvc thcmnttcr determined by one (1) arbitrator se)_ected in accord<:1nce with and governed by the rules of the American Arbitratio~ Association. When approval of the Pro- ject" Architect is required., the arbitrator shall be a member of an architectural engineering firm experienced "in and having an estab- lished reputation in the development of regional shopping centers, and in all cases where th~!projcct Architect1s approval is not " involv~d, the arbitr~tor Sh]ll be a recognized expert experienced in the operation of regional shopping centers. Such arbitrator, and if necessary the Project Architect, shall meet within ten (10) days after selection is completed to study and consider the plans or proposals and ob~ectio~s thereto. The decision of said arbi- trator shall be final. If uny procedural matter shall arise in the arbitration process, th~ same shall be resolved in accordance \ with the provisions of Sect}on 1280 of California Code of civil Procedure. Each Party shall bear its own expenses, ,except those relating to the services of a Project Architect or the arbitrator, which expense sha1.1 be di'Jided and borne equally among the Parties. -73- )- ,. R.8-31-70 R.9-28-70 R.IO- 5-70 o BOOK 7580 P~Gf 376 , ~: AR~'ICLE XVI DURlWION, EXTINGUISHI1ENT, CONTINUATION AND MODIYICATION section 16.1 Duration A. Except as otherwics provided in Sections 5.B, 12.1, 12.2 and 12.3, and ^rticle XXI, thi~ REA and each easement, cov- enant, restriction and undertaking of this REA shall be for a term i I I I I I I i I I ! I I I I , I I i of fifty (50) years and sha~l continue in full force and effect there- I I I I I 1 I I l ! I i , ; 1 I I ! . i I I after so long as at least fifty percent (5~~) of the aggregate Floor Area of Developer Parcels, Penney Parcels, Monwar Parcels and Harris Parcels (such Floor Area being calculated as of the la at da~' of said fifty [50] year term) shall be used for the uses per- mitted therein under this RFA (but not longer than ninety-nine [99] years.from the date herpof), except that each easement grantad pursuant to Section 5.5 shall continue so long as such easement is used by a party and shall terminate upon non-use for a consecutive six (6) m~lth period, unless notice has been given by such Party to the other Parties during such six (6) month period of its intention, subject to unavoidable delays, to resume use thereof within;eightee~ (18) months following the date upon which non-user commenced. B. In the event of the termination of this REA, and any Party is operating at least ~OO,OOO square feet of Floor Area on its \" , ) , Parcel, and at the time of such terminatiC"n the building housing such Floor Area abuts its parc~ boundary line, the Party so operating such FJoor Area shall have the right to obtain from city and/or Agency (and from Developer in the cas~ of Penney) an easement for ingress and egress for pedestrian traffic to and from the entrances to such struc- ture on the Enclosed Mall. Such easement sha11 be non-exclusive and be 2C feet in width and ~hall traverse thE Agency Mall Parcel (and Developer Mall Parcel in the case of Penne~) by the most direct route to the nCLlrest pat'"kinsr Area. The easement herein provided for shall '.,' . , " l I I . , 1 Jlrt" X'.'1-516 .l,~,. B -74- ," '. . 1 l j 1 \ 1 i .~'r" 'f R. 8- 31-70 R.9-28-70 R.10-5-70 () BOOK 7580 r~GE377 ~ continue for so long as s~ch amount of Floor Area is in fact operating, not to f"xceed ninety-nine (99) years from the date hereof. It is e..<- pressly understood and agreeu that the covenant of city and/or Agency t:.o grant such casement shall be specifically enforceable by the purty for whose benefit the same shall run, in a court. of proper jurisdiction. Section 16.2 Ri~ht to Modify, Terminate, Amend or Extend This ~ and any provision, covenant, condition or re- striction contained herein (other than those relative to main- tenance of the Requir~d Parking Index and Section 23.5) may be. terminated, extended, modified or amended as to the whole of the Project Area or any portion thereof, with the consent of the Parties in interest of the real property then subject to this REA..; provided that whenever any parcel of land is owni!!d by a party whose inte~est is. divided as covered by Section 1.7, then the consent of such party to any such termination, exten- sion, modification or amendment shall be determined as set fo~th in Section 1.7. No such termination, extension, modification or amend- ment shall be effective until a written instrument setting forth the terms of the same has been executed, acknowledged and recorded in the Office of the Recorder of San Bernardino County, california. No such amendment , modification, extension or termination shall affect the rights of (a) any mortgagee under a mortgage or (b) the trustee or beneficiary under any deed of trust constitut- ing a lien on the Project Area or any portion or portions thereof at the time unless such mortgagee, beneficiary or trustee con- sents thereto. No lessee, licensee or other Person having D possessory inter- est, other than a Party, sha 11 be required to join in the execution of or consent to any act of the parties tay-en subject to this Section. 516.2 -75- . . ~-.,~.Jr.;~"''';(.;J1",,.tt.,, J..':it,. ,~..:~ ,: ~'" ~,,,,,I,'i';il.:~. ~ fk~~\": ~~ ';'f:".7.'....-;:,,' .'*~;~1"t' : ;ff,r,,~.), . o R.8-3l-70 o BOOK 7580 PAGE378 ARTICLE XVII NOT A PUBLIC DEDICATION Nothing herein con~ained shall be deemed to be a gift or d~dication of all or any portion or portions of Developer Par- eels, Monwar Parcel.~, Penney Pilrct!ls or Harris Parcels to the 90n- eral public or for the general public or for any public purpose whatsoever, it being the inte~tion of thp Parties hereto that this kEA shall be strictly limited to and for the purposes herein ex- pressed. . MIT.~~ SEVERABILITY If any clause, sentence or other portion of the terms, J ' conditions, covenants and re$trictions of this REA shall become illegal. null or void for any reason, or shall be> held by any court of competent. jurisdiction to be so, the remaining por- tions shall re~ain in full force and effect. ARTI::T ,F ;:rx NOTICES "" Except to the extent otherwise provided in Section o 1.6, all notices, statements, dzmands, requests, consents, approvals, authorizations, agreements, pffers, appointments, designutions or other comm~~lcations (herein referred to as "notices") to be given unter or pursuant ~o this REA shall be in writing. addressed to 1r:he Parties at their respective addresses as provided below, and shall be delivereu in person, i .~ ,} , 1 \ ! Art. XVII :\rt. X-,,-rII Art. X"IX -75- t, . . I ,I t'~~ r -1 I I \ I l I j '; J ; I i I I i I j I . , I ; I ! j I I I I I ! I .~ . .' ~ I ~ J ~~~:1~t. ;:'~~1.".',~;~~"':;.' ~~,.:;'"\.!"tf)'l.j' .f.. . ."...,.- .. .... . " ..,..... o o BOOK 7580 PAGf379 R.8-3l-70 or by certified or registered mail, postage pr.epaid, or by telegraph or cable, charges prepaid. If mailed or telegraphed as aforesaid, such notice shall be deemed to have been given twenty-four (24) hours after the date of mailing, or date of delivery to the telegraph or cable company. The addresses of the parties to which such notices are to be sent shall be those of which the othe= party or Parties actually receive notice, and until' further notice are as follows: In the case of Agency to: The Redevelopment Agency of the city of San Bernardino, California 323 Court street San Bernardino, california 92402 .11 In the case of Developer to: John S. Griffi~' & Co. Post Office Bo 5308 Buena Park, cal"fornia ~:~lO In the case of Penney to: J. C. Penney Company, Inc. 1301 Avenue of the Americas New. York, N. Y. 10015 Attention: Real Estate Department with a copy to: J. C. Penney Company, Inc. 98 Post Street San Francisco, California 94104 Attention: Real Estate Department 1 In the case of Monwar to: Monwar Property cor~oration 2825 East 14th Street Oakland, California 94616 Attention~ Assistant Secretary with a copy to: // Monwar Property corporation Post Office Boy. 7337 . Chicago, Illinois 60680 Attentio~: SecretaFY . , -77- , II'" ;'~~~r*-2i~,'v '. ' l:~~ . "f.-",,~'J "I' ,', ,~~~~~l\ji~;', ",; ~.' M "'. ...!~~~\..j.~~..... ., Ii, . _'. _....-.... \.. l ~. (J \: . () R,8-3l-70 ~OOK 7580 PAGE38q ( In the case of Harris to: The lIarris Company Third and liE" streets San Bernardino, California 92401 In the case of city to: :; t-y of San Bernardino L ." i Hall Sar', Bernardino, California Att _~ntion: city Adh1inistrator In the case of Upham to: Upham Development company Post Office Box 940 Mineral Wells, Te~as 76067 Attention: Mr. Chester R. Upham, Jr. In the case of Trust to: Connecticut General Mortgage and Realty Investments c/o Connecticut General Life Insurance Company Hartford, Connectic~t 06115 Any notice of default given to a Party shall also be given to the tru~tee under ~ny first trust deed, the first mort- gagce, or the lessor under a ~~1~ anu leaseback affecting the parcel(s) of the Party asse1ted to be in default, whose identity and mailing a~dress the Party giving such notice m~y ascertain by means of a lien and encumbrance search of the Official Records / 1 -78- f t, : l -) '.1 t , 1 ) " R.8-31-70 R.9-28-70 R.11-30-70 (l o BOO~ 7580 PAGE381 of San Bernardino COlm ty. Such trustci'!, mortgagee or lessor shall have all rig:lts of the Parly 2ssertcd to be in default to cure such default. A iailurc to deliver such notice to such trustee, mortgagee 0 lessor shall not affect the valid- ity of ,the notice of defa It as it respects such Party, but shall render such notice fneffective as it pertains to such trustee, mortgagee or lessor and its estate in or lien upon the parcel(s) of such Party. ARTICLE XX E:PPROVALS Whenever approval is requir~d, it shall not be unreas- onably withheld. Unless provision is made for. a specific per- iod of .time, the same shall be deemed to be thirty (30) days, 1 and if any Party shall neitlijcr approve n~r disapprove within said thirty (30) day period, the Party shall be deemed to have given its approval. ~f a Party. shall disapprove, the reasons therefor shall be sta~ed with particularity. Agency shall first obtain the approval of Developer and Department store Parties prior to taking any action, exercising any right, or giving any approval or consent as resp~cts the city Leases. . Wherever in this R~\ a lesser p~riod of time is provided for than the thirty-day period hereinabove specified, such time I limit shall not be applicable unlp.ss the notice to the Party whose . approval or disapproval is ~equired contains a current statement of the period of time .within which such Party ahall act. Failure to / sp~~ify ~uch time shall not invalidate the notice Lut simply' shall require t~~ action of such party within said thi:ly days. Art.x::.;: -79- , j I 1 , I I J i ! i 1 1 .~ .,~ .> ., '..I \ - .1 R.8-3l-70 o o BOOK 7580 PAGE382 ARTICLE XXI or ~ONDEMNATION Any award, WhcthC~ tr~ sarna mny be obtained by agreement by judgment in a lega~ proceeding, resulting from a taking damaging by condcmnatiln of the Project Area or any por- or ticn thereof or interest therein or resulting in a requisition- ing thereof by military or other public authority, shall be paid l. . rec')' v 'ng ;. . Palt~es, the same to a bank or trust promptly by the persons company agreed to by the as escrow agent, to be dis- tributed among the parties in accordance with the provisions of such agreement or judgment and this REA. The Parties rec- ognlze thC"t as bet\"een them, their respective interests in any award as to a particular parcel of land within the Project Area which is subject to condemnation shall he determined upon the basis of the fee ownership of such Parcel. but that any part of the award whi~h represents severance dareages arising from II the creation of easements o{~other rights over the various Parcels in the Project Area shall not be distributed in accord- ance with such fee ownershi:, but shall be I . provided i~ this Article. distributed among the Parties as A. If fee title to all or any portion of the P~rk- ing Area or other common Are~s shall be c~ndemned, the total . award shall be distributed by the escrow agent to City / I I t\r1:..:':.:J:-.i. ~.r ;- R-8-3l-70 R. 9-28-70 o BOOK 7580 PAGE383 and/or Agency and/or Developer, as their interests may appear, to be used by city and/or Agency and/or Developer to recon- struct equivalent Parking ~ca (including any parking struc- tures) or Common Areas, as the case may be, in a location{s) and pursuant to plans approved by Developer and Department Store Parties. Should the proceeds exceed the cost of such reconstruction, then such excess proceeds shall be paid to city and/or Agency and/or De~eloper, .as their interests may appeaL. In the event that despite such reconstruction the Parking Index (after completion of such reconstruction) would not be at least equal to 85% of ;the Required Parking Index, this REA shall terminate effective upon the date of notification of election to terminate by at least two of the following four Partiesl to wit: the Department store Parties and Developer. B. If fee title to all or any portion of any Floor Area within the Project Area shall be condemned, the total award (exclusive of any award or compensation paid for any . Common Areas or Parking Arei) shall be paid tothe then owner of the Floor Area so taken to be held in trust and used for restoration ~nd reconstruction thereof in the same manner as is provided in Section 13.4 hereof consequent upon dama9~ or destruction by casu1ltYI any excess of such award over cost of reconstruction of such F]oor Area to belong to owner of such Floor Area. In the event that despite such reconstruction such Floor Area (after ccmPlttion of such reconstruction) would not be at least equal to 75% of the Ploor A~ca existing prior to such condc~nation on Parcel~ A, B, C, 0-1, D-2, E, F, G and M, this r~ shall terminate effective the date of condemnation. ] \ , ; , J j i 1 ,\-rt .;....x:-;~ -82.- I ~ 1 '~ , I ; .~ l ; . (J () ;',8-31-70 ~OOK 7580 PAGE384 I c. ~ith respect t6 the c~ndcmnation proceeds or , award referred to in par(l9ri~tph A of th5.9 J\..:ticle, the Si).rne zhall be placed in escrow with an escl.C'w agent "pproved by I a m~jo~ity of the Parties artd shall be paid by said agent to ~qency and/or city and/or Developer in progress payments during the progress of the ~estoration of the Parking Area or other Common Areas, as the case may be (to the extent such proceeds or such award will permit), as fol1ows~ (A) at the end 0f each ~onth or from t~me to time as may be agreed upon, there shall be paid against ~uch Party's architect certificates ~ an arn01' 'which shall be the, proportion of the f"nd held in tr.ust whi~h eighty-fiv~ pertent (85~) of the payments to be IT!:!dF.! to the contracto::.:S or ~ ,tcrialmen of such owner fe' ....:>rk done, materials supplied, a~d services rendered during each month or other period.bears to t~e total contract price {pur- su~nt to n contract or contracts for such restoration approved' by <"II Parties .!'rior to execut.ion t;lereof with the contractor (s}), and (E) at the co~pletion of the work, the n~lance of such monies , required to complete the payment of such work shall be paid to such ?art: ; provided that at fhe time of each payment (1) there are no 'ien~ against the property of such o~ner by reason of such wo:":'"k and that with respect to the t.';.r..a of payment of any balance remaining to be paid at the completion of such work. ths period within which a 1it>n / 1 " i I , may be filed has expired or l\rt._~. - I \ -82- ",. ',. ~. .!: R.B-31-7" '0 , () , BOOK 7580 ~385 ".. ". ..,.. ,..".. '....0 '" ...,,,,,, " ~oo, ."~"',' \ \ by such owner that all cos.f;.:; of E;:.....ll work thoretofor incurr"~d have been paic:, ('-) such owner's archit~ct shall certify th-,t ; I all work so far done is proper and of ~ qu~lity and C'~G~ ~qual to the original work required by this RF\ and in accordance with tJle plans and specifications, and (3) such Party shall furnish , to the esctQ\'1 agent evidence satisfactory to said escrow agent that all previous advances ~ave been devoted to defraying the actucl cost of such work up to the amount of such cost, or that such ("st has actually been paid by such party in the amount of all such previous advances. In no event shall"the escr0~ agent be liable for any amount in excess of the r::":!t proceed'- 0.F '. :..e I Zlward in condemnat~on. Should the cost of such work ex, "-:;..;ld the net proceeds of the award in cc..lI..1emnation, such I'arty shall .- -, . I I , ! i i I I 1 I I I I , t I 1 , pay such acditional cost. Any.issue which is not rezolved b~' ar-.y jut:1sment in the f \ I i ccndcmnation proceeding or supplemental determination therein shall be re~olved among the parties und~r the provi~ions of Article Y:V. J '~ ) ] ,~ 'J.' . , ~ ' -83- 1 ~ i .1' ~ r i < " ';;" ~I: t~ :-:: ;'j " ~- ~-. ','-'. ,- . .' ~ R.8-3l-70 ( -) r:OOK 7580 p~GE386 ARTICLE XXII r-,",CHIINICS' LIENS Wh~rcvcr under ~he Lerms of this ~\ any party is permitted to perform any work upon the parce] of another l'arly, it is expressly understood and agreed that ,'.11 Party will not permit any mechanics', materialmen's or other sim- ilar liens to stand against the Parcel upon which such labor or material has been furnished in connection with any such wor.k perform~d by any such Party. Such Party may bond and cont~.t the validity of any such lien but upon final deter- '. trc' .,tion of the validity aJd' the amount thereof, such Party !: ~Ll immed~ately pay any tudgment renderedl with all p~oper , costs and charges, and shall have the lien released at such Pnrty's expense. .~~ . ~ ARTICLE XXIII MUTUALITY, RECIPROCITY: RUNS WITI', r)>.NO Section 23.1 Dominant and Servient Estates Each and all of the easements and rights herein granted or created are' appurtenances to the applicable portions of the Project Area and none of such ensements and rights may be trans- ferrcd, assigned or encumbered except as an appurtenunce to such portions. For the purposes of such easements and rights, the Parcel (5) benefited s:lall con.stitutc the dominant estate, and , the particular Parcel(s) in tne Project Area which respect- ively shall be burdened by such eas~~ents and rights shall con- . h . I t st~tute t e scrv~cnt esta e. , Art. XXII Art. ;o.-III-5 23.1 -94- ":.: I' " , o n R.8-31-70 t ;. BOOK 758U PAGt387 f~. . . , . Section 23.2 ~ovenants Run with Land Each and all of the covenants, restrictions, condi- tions and provisions contained herein (whether affirmative or negative in nature) (a) are made for the direct, mutual and reciprocal benefit of each parcel of land in the Project Area, (b) shall create mutual equitable servitudes upon each Parcel of land in the P~oject Areu in f~vor of every other Parcel, (c) ~hall constitute covenants running with the land, Cd) shall bind every person havillg any fee, leasehold or other interest in any portion of tho Project Area at any time the extJnt that such portion thereof is af.'ected or from time to time to or bound by the covenant, restricti~n, condition or provision in question, or that such covenant, restriction, condition or provision is to be performed on such portion thereof, and (e) shall inure to the benefit of each party and their respective succ~ssors and assigns as to their interests in their respective ,; Parcels of land in the Project Area. Section 23.3 Assumption by Grantees and Release of Grantors ,~ Each party having a fee interest covenants that in each instance in which it conveys a fee title to all or any portion , of the Project Area to a Grantee, the Grantvr in such instance ~ , i~ , :-~ will (a) require the Grantee thereof to agree not to use, occupy the same in any manner which would constitute a violation or breach of any of the affirmative cr negative covenants in this ., . ~ .' , ! 1 I 523.2,523.3 -85- ( r ) R.8-31-70 BOO~ 7580 r:,,388 REA, and (b) require such Gr~ntee to assume and agree to perform each and all of the obligations of the Grantor under this R~ with respect to the portion of the Project Area so conveyed in fee to such Grantee. in each case by n written instrument executed, acknowledged and recorded i~ the office of the Recorder of San Bcr~- ardino County. Notice of each such conveyance and agreement shall ~e given to each Person owning fee title to any part of the Project Area apd also to each ~arty which is nor a fee owner, by the Grantor involved within ten (10) dara after the making'thereof, which notice shall be accompanied by a c;'P1 of such conveyance and agree- ment. Upon such assumption by a Grantee and notice thereof, the Grantor will thereafter be released from any further obli- gation hereunder arising thereafter with respect to the part of the Project hrea so conveyed to such Grantee in compliance herewith, without the necessity of any further act by any Party. Each Party shall execute and deliver any necessary or appro- .priate further documents or assurances to evidence such release for the purpose of recording or otherwise, which documents or assurances shall be duly executed by the other parties or any ", Grantee of the Parties, as the case may be, to any such Gra~tor: ~ provided, however, no Party_shall be relieved of its respective .~ :~ -' obligations under this REA until such Party shall complete all , improvements containing Flofr Area in the Project Area as re- quired by this REA (and in the case of Developer, shall com~lete ~I -86- R.8-3l- 70 n BOOK 7580 pI.G€389 I , ~he portions of the Enclosed Mall on D~vcloper Mall Parcels) and has received a certificate of such completion from Agency, which obl~gations shull be personul to such Purty until such completic:l. Section 23.4 Special provisions as to Mort- qaqes and Sales and LeasebacKs A. In the event th3t any Party shall sell part or all of its" Parcel for the purpose of financing the improvements on its Parcel, and shall simultaneously enter into a leaseback of not less than thirty (30) years with such fee owner, whereby the seller shall have the pOBsessory rights in said real prop- erty subject to the terms of said lease, then and in that event it is expressly understood a~d agreed that so 'long as said lease rp-mains in existence the fe-::. owner of such parcel or portion thereof, shall for the purpores of this REA be given all of the ;Z same rights and privileges a; the holder of an institutional first deed of trust or institution~l first mortgage of said real property, I and such fee interest shall ~ot be subject to any lien which might be created pursuant to any of the provisions of this REA to any 9reate~ extent than would be the hol~~r of such deed of trust or mortgage. In the event of a~y termination of such leasehold interest, and notwithstanding any language in said lease pre- venting a merger of title in said fee owner, such provision shall not be operative to relieve said fee owner and its r~5pective , " "\ \ 1 , -87 - 5~3.4 1 , I I I I , , , I! o BOOK 7580 PAGE390 R.8-31-70 J c , successors or assigns of th~ obligations under and pursuant to the terms of this REA, ex~lusive of the obligation of the respective covenants as provided in Article XII ao to which there shall be relief of said fee owner and its respective successors or assigns: provided, however, that the fee interest shall not be subject to liens as provided for herein which are superior to said fce ownership during the first twelve (12) months in which the leasehold interest and ~he fee interest ., shall be held by the same Party, but thereafter shall be so 5ub- ject unless a new lease shall have been entered into which would otherwise comply with the provisions of this section or the lease shall have been assigned to a neW Person, in which. event the rights of the fee owner shall continue as though no default had take~ place under said lease. In the event of the merger of the title to the fee interest and the leasehold il1terest in an institutional /. owner as hereinabove provided for, then and in that event as respects such institutional owner the provisions of this paragraph shall be of no force or effe~t whatsoever. The lessee under any qualifying lease, as herein provided, shall be deemed a party hereto ~o long as said lea e is in existence. As used herein in this Section, the term "s. In or J'sale and leaseback" shall be 1 deemed to include any lea. by any rarty of all or part of its Parcel for the purposes of financing ~~e improvements on its parcel and simultaneous leaseback, and the provision~ of this ~ " j \ ..\ .+ ~: , - 89- I' .~ 1 .1 ;l ~ " '~ . '- :: "'. ... ,. ,~ - '~l;r;t:tt;~~I~~'~"':""'" \....t:' .';"';i.;-"it.~"'" . c ::~;,~,(..t I ,~~;.., ....~..:-.:-_~/...~....;;.;l.:. ., .t\lit~'~""'~_. . . ~, . ~'o''';;;'tf'(V':.7tj.';t:i:t,~ t/.':"t~~~.~~1~)':;":~"~~'f!','l"~~~~ '. I'J::~~{l!}}i;~j~"ol,.lt,~~-;\t:')>>' _~;:~...:..-it't".~ ',.'!( ~ , .> (f1 " W - R.8-31-70 f BOOK 7580 p.II;0391 () Section shall apply thereto; and the terms "owner" and "fee'. shall include a lessee and'leasehold under such lease and lease- back transaction in the same manner and with like effect. B. The covenants of the respective Department Store Parties contained in paragraph A of Section 12.1 shall, at the request of any lender of a particular covenanting Department Store Party be subordinated to the lien of any mortgage, inden- .ture or deed of trust (including, but not limited to, any blan- ket mortgage, indenture or deed of trust which may cover any . other property or properties of such covenun~ing Department Store Party, whether own~d in fee or as a leasehold) to the end that a purchaser or purchasers in any foreclosure proceed- ing or pursuant tc any exercise of a power of sale, or any grantee under a deed in lie~ of foreclosure, and all succes- .. sors to or through any such purchaser or purchasers or under or through any such grantee, shall take free and clear of the covenant of the particular Department Store Party contained in paragraph A of Section 12.1. The other Parties covenant and agree to execute and deliver to such Department store Party and its lender upon request therefor such instruments, in record- able form, as shall at any time and trom time to timp- be re- quired (the form of which sh~ll be in the sole and absolute judgment of such Department Store Party's counsel) in order I '. , l 523.4-E -69- ~ f " I '" " ~, ~. ~ . ,. ::> '.oj. ,,' " , :'-' ,1 ~ . ., , 1 ,I ! --'- R.8-31-70 n BOOK 7580 PAGE392 ( ) " . to confirm or effect any r,ltch " subordination as referred to in this paragraph. Section 23.5 Rhci~l Covenants Each Party shall refrain from restricting the rental, sa'~ or leas~ of its Parcel(s) on the ba~is of race, color, religion, ancestry or national origin of any ~rson~ ~ll such deeds, leases or contracts shall contain or be subject to sub- stantially the following non-discrimination cr non-segregation clauses: A. In Deeds. "~he Grantee herein covenant~ by and .for himself, hi s heirs, executors, administrators-. and assigns, and all persons claiming under o~ through theM, that -there shall be no discrimination against, or segre9ati~n of, any person or group of persons on account of race, color, creed, sex, national origin or ancestry in the sale, lease, sublease, transfer, use, occu- pancy, tenure or enjoyment ot the land herein con- veyed, nor shall the Grantee himself or a~y per- son claiming under or through him establish or per- mit any such practi~ or practices of discrimination or segregation with reference to the selection, loca- tion, number, us~ or occupancy of tenants, lessees, 523.S-A -90- R.O-3l-70 ~ 1 523-D.C ( , () BCOK 7580 PME393 sublessces, , ~ ;~ sub lle~an ts or vendees in the land herein conveyed. The foregoing covenants shall run with the land ~ II B. In Leases. liThe lessee herein covenan~s by and for him- self, his heirs, executors, administrators and assigns and all persons claiming under or through him, and this l~ase is made and accepted upon and subject to the following conaitions: "That there shall be no discrimination against or segregation of an~ person or group of persons on account of race, color, creed~ sex, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy. tenure or enjoyment of the land herein leased nor shnll the lessee himself, or any persons claiming under or through him, establish or permit any such ~r~ctice or practices of dis- crimination or segpcgation with reference to the selection, locationJnumber, use or bccuP?ncyof tenants, lessees, sublessees, subtenants or ven- dees in the land herein leased." c. In Contracts.. ~ , "There shall '~c no discrimination against or segregation of an:f person ~r group of persons on account of race, fFlor, creed, sex, national origin or -91- , .~ ~\1ft,': ,~~ ,~f h (1 , ( ) BOO! 7580 PAGE 394 i R.B-31-70 R.9-2B-70 ancestry in the sale, lease, sublease~ transfer, u~e, occupancy, tenure or enjoyment of th~ land, nor shall the transferee himself or any person claiming under 0': through him establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or , occupancy of tenafts. lessees, Be-es or vendees ot the land.." subtenants, subles- JlRTICLE XXIV: ENFORCEMENT OF CITY LEASES Section 24.1 Aqency Enforcement Agency cOvenants and agrees to and with each other Party to enforce. the provisions of the aforesaid city Leases and each thereof, and take all reasonable and necessary steps to ensure that the appropriate provisions thereof are carried out for the benefit of each of the oth~r Parties. Without limiting the obli- gations of Age.ncy hereunder, Agency agrees that whenever it has the right to perform City's', obligations in the event of a default by city under said city LeG~es or either thereof, ^gency shall undertake such performance as may be re~sonubly necessary to ~nforce said city Leases and each thereof, as provided in this ^rticle. Section 24.2 No Termination Agency and city, r~spectively, covenant to each of the other Parties that, without' the consent of (i) all other parties and (ii) the holders of any first mortgage or first deed of trust j " ..~ P4.].52~,2 -92- , ..---- R.8-31-70 R.9-28-70 R.IO-21-70 o o BOOK 7580 PAGE 395 ., upon the Parccl(s) of the P~rtics and/or improvement~ thereon (including the holder (s) .of ~ny leasehold mortgage) and (iii) any fee owner(s) under al financing leaseback(s), they shall not unilaterally or by'mutual agreement cancel, terminate or rescind or in ,my manner modify, vary or amend the city Leases or either thereof. ARTICLE XX'1 CORRECTION OF SITE DESCRIPTIONS AND EASEMENT DE~CRIPTIONS A. It is recognized that by reason of const~uction errors the improvements Ff ~gency, the Floor Area of Developer, -and the stores of Penney-, Monwar and Harris may not be precisely constructed within their respective parc:els as shown on Exhibit A . As soon as reasonably possible after completion of its improvements each Party shall cause an "as-built~ survey to be made of its Par- cel(s) showing all improvements and Common Areas and Parcel bound- aries. The cost of such survey shall be paid by each party, unless more than one shall havefjOined in obtaining a single survey, in which event the cost the of shall be divided between such Parties in such manner as they s 11 have agreed upon. ~n the event s~ch survey shall di~clo5C that the imprbvemen~s of the party(ies) ~aking such survey has (have) not ~een precisely constructed within its (their) ;respective Parcel(s), then promptly upon the request of any Party hereto, all of the Parth~s ~ereto will join in the execution of an agreement, in recordable form, nmending Exh~bit5A and D to this REA so as to revise the description of such parcel(s) to coincide with the as-built pcrimetpr of the buildings and improvements constructed by the owner of such Parcel(s). Nothing herein contained shall be I \ ~ - ~ . .. ",.' - . . . . .' ~... .. ./." I .., L+ \\"":r~_ -t. r"' ,:~~\-. 1- ....1..... ,l' ~ - J _ -. f' ~, .-,.. , . I "'!"'\i-IIi ,_~-ti. !l""~.......i-~... .. -.." -, .... ..' . - 6.- ~ -. .- . .,-. ~,. --. - _. . .' ->~ ~" "b.. ....v:-"-.-.~:J ....I',.."~J..r. "I~ 't,>;1- .1 t;~ i> I .~.-F.. ~"'l:"I'H~~' ,'C ..!),.~_.::-'-~ ~7 '..1fin........ q.,~ {. t..~ / ,;~~t I~"~ " l'-r~,~... ~~..~ t~'..&.j..,;.; "r;f. .!1~ ".ttf: + > f~" II ~~ ::~~ .~ t , ~-' 1 .-.-. _.'. ; ! R. 8- 31-70 R.9-28-70 R.IO-21-70 R.IO-27-70 o ~OO! 7580 p^GE396 c. deemed to relieve or excuse any Party to this RE^ from cxcrci~ due diligence to construi its buildings and improvements wit~ respective Parcel(s) as s own on Exhibit D. In the case of c ~truction errors resulting in cncro~ . t menta as to which a Party ~lY reasonably request a grant of c~ the Party(lcs) whose Parcel(s) is (arc) encroached upon ohall 9 ant ng all n it.'3 I h- I cmont, i I such easement in favor of. the Party whose improvements so encroach. In the case of construction errors resulting in encroachments fa to which a Party may reasonttbly request revisions in "'parcel dc.1crip- tions (i) the Party(ies) in. interest of the Parcel(s) encroachjd upon s~all deed to Agency satisfactory title to the area(s) th,beof so encroached upon, (ii) the Party whose improvements so en~roclh shall deed to Agency satisfactory title to any portion(s) of its Parcel not improved which would have been improved but for such c~n- struction errJrs and (iil) Agency shall deed satisfactory title'to I the other Party or parties involved in such Parcel revisions (and shall itself retain title to the land so deeded to it as and if appro- priate) so as to return all Parcels involved in such revisions as n~arly as possible to tte configuration and square foot area there- of as existed prior to such revisions. Any dispute arising under this paragraph A shall be arbitrated pursuant to Article XV hereof. B. Upon completion of construction of the utility facil- ities identified in Section 5.5, the Parties hereto shall join in the execution of an agreement, in recordable form, appropriately identifying the type and location of each respective utility facil- ity referred to in Section 5.5. C. Upon complcJion. of construction of the construction ele- ments referred to ~n Section 5.6B, the Parties to this REA shall join in the execution of an agreement. in recordable form, appropriately identifying the nature and location of each such construction element. 5XX"V-B,C -94- 1 , o () BOOK 7580 rAGt~7 '" R.8-3l-70 R.9-28-70 R.lD-5-70 ARTICLE XXVI TAXES AND ASSESSMENTS Each Parly covenants to agree to payor cause to be paid before delinquC!f1cy all real estate, improvement and per-\ sonal property taxes and'all assesem~nt8 levied or assessed with respect to its parccl{s) and the improvements and per- sonal property thereon. In the event any Party shall fail to comply with such cove~ant, any other Party may pay such tax~s and penalties and interest thereon, if any, and shall be entitled to prompt reimbursement from ':lC defaulting Party for the sums so expended, with interest thereon at the maximum ~ rate provided by law. Nothing herein contained shall be deemed to prohibit, restrain or abridge the right of any Party to contest the amount and/or validity of any such taxes and/or assessments in the manner and subject to the requirements provided by law. ,I ARTICLE XXVII MERCHI\NTS' ASSOCIATION Section 27.1 Membership Dev~loper agrees to organize, for~ and sponsor a Mer- ..'J (~ char.ts' Association for th.e promotion of the Project. Each r .. Department Store Pa~ty .ag~~es to join and maintain membership in such Association. provided that (i) -it shall have first II , , approv~cl th'e Articles (tn~l ~By-La\rlS thereof and agre'3d either 1 I' its annual contribution ~or dues) thereto or upon a formula , the determination of ~c!\ annual contribution (or dues) and (f') the other two DepartM ,t Store Parties have similarly jOined. d are m~mbcrs of such A~ ;ociQtion. J , ~~on .or " ~~ Art .A:NI Al."t.:-;:':,;!I-;;27.1 -95- .. ~ ,,'.:1 R.8-31-70 t lo~~i29o ( ) R.1l-16-70 R.1l-3o-70 () BOOK 7580 PAGE398 ~- . ~~.... -,~~~ => ~ ~l ~ I r ~_. ~- ; ! ~ , Section 27.2 Developer Developer agrees that so long as Department Store \ \ \ \ Parties are members of the Merchants' Association, it will contribute annually to said Merchants I Association an amount at ,least equal to twenty-five percent (25%) of the annual aggregate " contributions thereto by the Occupants of Developer parcels: provided that there shall be credited toward Developer1s con- tribution the compensation p!id by Developer to the promotion I manager and his staff. , section 27.3 Occupant Developer further agrees to use its best efforts to require not less than ninety per~ent (9~1o) of all Occu- pants of Developer purcels D, 0..1, 0-2, E, F and G to becomld members of said Association and to contribute to the cost I' , !Y thereof pursuant to the terms of the Articles and By-LaWS of said Association. I . I ARTICLE XXVIII " COUNTERPARTS The REA is executed in twenty (20) counterparts, each of which shall constitute one and the same. instrument. I ~~. \' :r: ;f 527.2.527.3 Art . XXVIII ~ l -96- '" \ ".i , ; " R.8-3l-70 R.9-28-70 R.10-S-70 R.1Q- 21- 70 () hOGK 7580 p~GE39D Lou XXIX PMlCELS RAND L Parcels R and L as shown on Exhibit A are subject A. ,~ to the Redevelopment Plan but are not a part of the Shopping Center. ,:. .. B. Agency will US~ its be~t efforts to cause the ( respective owners of Parcels K and L to execute and deliver to Agenc~ Owner Participation Agreements in the for~ attached here- to as Exhibit H and by this reference made a part hereof; pro- vided, however, that in the event Agency is unable to secure execution and delivery of such Agreement(s), city shall take all such actions as ~re provided by law to enforce compliance by the ~wner(s) of such Parczl(s) with the Redevelopment Plan " , and all applicable ordinance5 of City relative to zoning and building and safety requirem~nts~ l\RTIcr,E XXX DEFAULT UNDER DISPOSITION AGREEMENT In the event that an, Party shall def~ult in the per- formance of the Dispositio~:~~reement entered in~o by it with , Agency in respect of its Parcel(s), then notwithstanding any- , tiling to the contrary set forth in said Disoosition Agr~ement, , i ~I ~ I .~ or in such store Parties (ih the case of Denney, either Penney or Developer ShaJt ~ave the right and option (i~dividually collective com: ination as they may agree among t:l~mselves) Department Upham) and :.'. ;q 4 ;\ to acquire title to the Parcel(s) of t~e Party in default at a COGt to the acquiring party(ies) not in excess of the purchase price paid for su~h Parcel(s) by the defaulting Party, less the amounL of any lien, charge or encu"";~rance then ag;:'linst such !'arcel(s). , ~' ". J ',1 " j . " , 7'. ~~. X:':::X-i"-. B t.:-t.y.xx -97- F Ij ~.' ~ .l'".. ~r .~ " ,~....'\ ~,.,:,I r- --- -.. h ~ .. R.8-3l-70 k.9-28-70 ( R.IO-S-70 - ..,'- R.10-21-70 r R.11-4-7" ( BOCK 7580 PAGE 400 l\R:I'ICLE XXXI PROJECT SIGN '\"Jcncy I with respect to the parcel of real property descriLcd in ExhiJdt t attached hereto and by this reference made a ::..lrt h~re- of and shown schematically on Exhibit's A and D (IlProject SigT'l 1\rcall), \ hereby establish~s an ex~~nive easement appurtenant to its P~rcel. \ within the Shopping centJ: and to the Parcels of each of th,.' ',Lhe~ I Parties \o'i thin the ShOPIJn9 Center for the erection of a Sho: -pins Cen- ~ ter sign which Agency h~eby agrees to erect at its expense, said sign to be jocated generally ~ithin the Project Sign Area as dete~ined by . DepC:..::".,,,'!":t.. Stc:-e PClrties al";~ Develoller, and to be :::~ such type, height,: , I, size, colo~ and design, and to have such informational cont~nt as are first al\proved by Department stor:~ Parties and Developer. Said sign sha': be so erected prior to the time that any Floor Area opens for business in the Shopping Center. When the locat.i.on of said sign is deten~incd by Department S~ore Parties and D~velopcr as ~foresaid, , 9 the Parties shall enter into ~n amendment of this REA by which Ex- hibit I shall be revised ~o reflect the precise location of said sign, which precise location shall then be and heco~s the Project Sign ~Lea for the purposes of identification of the ea3e~e~t granted purs~nnt to this Artic'~. The expense of maintenance of said sign shall b~ borne by the Pa~~~ = as ~~y be ag~~~d pursuant to their scpara~~ agrccnent. l\R'1'ICLE XXXII TRUST'S LIMITED LIABILITY j (I .~ , The obligations cf th~ Trust cont~.inecl herein are not person- ~ ally binding upon, nor shaii resort be had to the pri""t-r- ._:-aperty of the trustees, sh~reholder~, officers,.employees or agents cf the Trust. In the ev,-'t t"~ Tr,,"'t bIomes a P,crty he-eto after the -omp I, ',:on of construction of Floor Arl and the portion of the Enclosed Mallon De- veloper Hall parcals as r:q\'ircd r: this REA, the liability of the Trust under tr; s R..EA. may h,e enforced only as against itf' int ,",jst in Develop~r Parcels. 1 1 ; 'j .1 , t."-t.y'X'.I ."!; rt. :-:-D:II -~o- ~ ., _' . y; -r.:.;"~. -" d.,. "---,.-- ~~.I':J~~', ~,i~: ~t.. I' a. ij :.t ~ ~ ~' . "f i 1 .1 ~' ~ i t( 1 ," ~ '\ I I i I \ , 'j' " . , ..... 1-'.:, .... ',.' ~ R.8-Jl-70 R.9--28-70 R.IO-5-7D o o br ,~7580 PM"' AU! :.~ WITNESS WHEREOF, Lhc Pa' ties hcrc'_o h... .~ ~^,_lL_.tt:!(l this agre("',,\(~nt as of t:he day and year first above wr:: lten. ~'\.'. A'lTEST, /7 lIT}'l;ST, / / (f:;-:~rt~ //' -/ I' 4",,;J-ti-A." //.( v t / c THE R!':OEVELOl'Mr;~ AG;,c;CY 0,,' THE CITY OF 5.'11 BEh,lI\RDINO. '.LIFORNI1\ t ./":2 - ) -,,--. By ~~// ~'Lij~ BY(, '~~,' - CENT~ COMPA~ B~John S. Gdffith &co. BYW'a.,'(O, 0..... - r~. By: urne,r CO~ .;,2 f_ . 7. . ~ ._-::' __ ._ ~<<~.;< / _<~~ ::?~?~INC' ,~Tl MONWAR PROPERTY 'CORPORATION By THE IIARRIS COMPANY ~"~7/,~ y ~,... .'.&::;1 f - 99-- ,4 " , " ....c I I l. ". . I...... .~ .,~.-":..~ti\f" ' .- ,"':t..I&'.~ :~:: ,;~P:p.'-:: I 1,1:!:;~;" " J' I :" I :;, I, t 1 I I , 1 ! 1 \ 1 R.8-31-70 R. 9-28--0 R.IQ- 5-70 o o . 6001\ 7580 PAdJ12 ~, " '""", ",...Jl; ''" ".":' '".", ,... ,.,..,,, I this a9r~ement as of the da; and y~a~ first above written. ~_ TUE P' :DEVELOPMENT AGENCY OF THE CI' OF Sl\N BERNl\.ROINO. Cl\..LIFORNIA -.. I j I I ATrEST: . I \ , I I I \ lITrEST: 7~ ~ Vi . ~A: ?m-'dw Sf" c: 1\ T'I'EST: , , ~ ""HE HARRIS COMPANY . , r B}' ~ I I I -;~.. .. ~ ., 1 I , , ! 1 . (> R.C-31-70 R.9-28-70 R.IO-.5-70 /?$"r /1 . ~ "".~7'- .. -....,;.......t'?-. ..., . J ........-. /;:;t-;,f' -<... L'._ . 1/ , .~"'t. " ... . ceol7580 rAGE 403 . . ~, . It CONNECTICUT GENERAL MORTGAGE ~_ -. AND REALTY IINESTMENTS ~ ~. By ///~N~ mA-'1r1~'iI c. T~ I . j I .- , -lOCo I I 1 (1 BOOK 7580 PAGE f(J4 " \ ! I , STATE OF CALIFORNIA ) J> 55. COUNTY OF SAN BERNARDINOi) On ..JJ,./'J/?!L",( /';; 1:1"'" ,before me /0,/'1'/#/_1' ,J), # a Notary Publj~ ,'n and for the said County and . appearef a?{'. r2/IA77# and , known to me to be the ~.h/A~--rz.-} fi~./J/Y' state, personally -/$; ,::2///.,;fi OJ \,. v and r.JIp-",-,,#?7JAd respectively of The I .. I Redevelopment Agency Of"~~ city of San Bernardino, California ~hich executed the with instrument and also known to me to be the persons who exec ed it on behalf of The Redevelopment Agency of the city of San Bernardino and acknowledged to me that the Redevelopment Agency of the city of San Bernardino executed the same. WITNESS my hand and official seal. 1.--.- - T '~l-~ J;;CU~L-]N~ D. -S~UKll-~~ - . . .._". ~. NOTARY I'U:Jt.1C' : .~, -~. ~::-l OEFHl,'\ii:'::iO cour:;'I' . i, '.~.-:~~'./ C:'.!;:C..;;;), . i.~'j C:mr:-:i!;~i::"I [..~_ircs S.:?'. 13. l~; fla/'i!,1#,L/ ,j)Jd~j.'~h fNot~ry Public in and for said Cvunty and State , \ ! !, "j I- i ,,~ ,! -101- ". . 'I ,,~ I I I ;. , t' . ; ., ~. ,. ~, ''\ ,- , 1 ~"I\~AI\", ~l;- 1-( ~ '!, "'l'" .". ; ~'obtl"I.e :> "'" ... ,htl' CIlI'p()n1tfnn IIllIt cucuud tile Icl,Mn In.1 /mm'. bon:" "(I m 0 bll' tilt, "..urn" u,/rn ... .... nrcutd rhe wlllliA I .." "m/, on bdUlll 01 ,htl' CQfJJtJl'l'tCon h"dn Mmcd,lInd ar;lcncndftl/:t.J ~ .G '0 me ,/kJ' ''IICh COI'! atLon nrcutcd ,II. wuhln '""rument pul'lUanl '0 lu bv.laWll' or III J;.. fuolullon al ~ board Jlrectmw. /" J, . . 4 r"o. . . Lv _- - f'- trI--YVY'f-l..( !.::p Om CSEAl. : )~'':''.' JE . WI~nT ACKNOWLEDGMENT-COr=:- .. '" 11:<:..- I~J~d~'JW!a'''''A .. ~,~ r"O;;JP.\~ rrlCt IN ~ M las Mlcn s COU,." . Y Commlsnon ElpUts ~iI 21,197. . ................-.. . , ~ ,- 800K 7580 PACE ia5 I STATF. Of' CALIFonNIA, } .... County of Len Angdc.! " o. December 21 19~ brlON me, IIIIJ undC'r.rllfried, nltt iliAd ~ ,,",OM/lv a",~"r .3 of).. lnOl'un ta me 10 b. ./11 , SUftl'1arv NA ED Oft P,UNTED) 1M Mid Countv N... II le'n "" 1'., ..I.C 11 STATE OF CALIfORNIA 11 COUNTY OF~ i? to" Iii DK~b@r lQ?O brrore me, Ihjom'i6URaI' N"tuy Public in and rnr . ..." SI.1.II'. pl'l"\n"aUy app"'U...J and L. A. IPutnl"Nhipl . < . . . t ." I... ALL or the j)~rlnet1O of thl' par = 1:'.1.1 "'1[1',('111"'.1 Ih", -:ilhin intlrllm",nt. anr! ad:nnwl~dl:'" I ,at ~u" pa.tnl'r,lup n~uled the ,a",<!'. ,\\'ITNF5S my and "fSdal Sf!al. known tom.. ,.hip . m. l"''';;~,,~..:---1' BFRNiCE MARTIN ~ IOtAR'l' P'.f:Uc. Ai.,.'~~l"" OIlAN&1 COUHTY 17 ~ E%pIm Jnt Z3, 1972 ~ \ I 1 . . Sicnalur , ~ .' r ce Nam<!' ITYP"d nr Print...!} '''''''_Iw._.I.I....rfa'_I' , 1102 Stm.. ~ .; I , "7U07 [ . ! . " I ~CO! 7~80f'l,GE4a6 , , , STATE OJ? NEW YORK ) ) ss. ~. COUNTY OF NEW YORK ) On this l(Jc4 d.l' of ~)...L.< , 1970, before me, a Notary pubTICJii- .~A f~, said county and state, person- ally appeared _~~..... , known to me to be the person who ex eu _d the within Instrument on behalf of ~. C. PENNEY COMPANY, I 0' the corporation therein named, and acknowledged to me that such corporation executed the within Instrument pursuant to its by-laws or a resolution of its board of directors. 1 WITNESS my hand '0' "";0;" ..". ~. ~ ~ MICHAEL lOWENKRON :'" Illotary Public., State of New YorN >.' J. No. 31-7609525 ~ Ou.rr~e<:1 In NI':W York County l~Commisslon Expires March 30, I"~ ~-- . COUNTY OF COOK ') ) ss. ) fiTATE OF ILLINOIS On this .day of , 1970, before me, a Notary public in and for said County and s~ate, person- ally appeared , known to me to be the person who executed the \!ithin lfistrument on behalf of MOm~AR PROPERTY CORPORATION, the corporation therein named, and acknowledged to me thCl~ such corporal ion executed the within Instrument pursuant~to its by-laWS or a resolution of its board of directors. ~ WITNESS my hand and official seal. ~ I f ..' 1 1 "-1 I j I 1 f I -103- _~_l;r...~ . -0'I'.t!..., .,. . . .. ..;, , "\iw.'1(,... "-"','lr-. "",,,,' ~ t' " '., ' . , no,,'" " . .4 ;~ .1 1 \ . J J I I j , i , (, STlITE OJ' NE'II YORK COUNTY OJ' NEW YOm< 551_ \ " . , I BOIJ1< 7580 rAGf4m ." On this day of , 1970, before me, a Notary Public in atd for said County and State, pcreon- ally appeared' , known to m~ to be the person who executed the within I~strumcnt on behalf of J. C. PENNEY COMPANY, INC., the corporation therein named, and acknowledged to me thnt auch corporation executed the within Instrument pursuant to ita by-laws or a rCl301ution of its board of directors. : I. WITNESS my hand ~nd official se~l. \ " STATE OF ILLINOIS I \ i I ~ .. .~ ss. COUNTY OJ' COOl<' On this ~ay of );E~E"'B,",e,. ,1970, before me, a Notary Public in and for said County and State, person- ally appeared Nnp/JI.^ C. 0tJ,(!nR..., , known to me to be the person who executed the within Instrument on beh~lf of MOm,~R PROPERTY CORPORATION, the corporation therein named, and acknowledged to me that s"lch corporation executed the within Instrument pursuant to its by-laws or a resolution of its board of directors. , WITNESS my hand at;.:] official senl. 1JL~ 'mr-dl \ . ~ II' f! . -103- .;.1:.1 .",,~ ~...,~"..-.:. .,~- . r \ '. ( () . ~OOK 7580 PAGE408 > \ 1 STATE OF CALIFORNIA I, COUNTY OF SAN BERNARDINO SS. ~ .,11 /J ' On the ~day~f ~i'~__, 1970, before me, the undersigned, 8 Ntf-Ul"Y Pub c i . an for aid ,:ounty nnd state, personally ap~farcd " known to me to be the peIrson ,.,,1;.0 executed he wit 1.n Instru- ment on behalf of THE HA~RIS COMPANY, the corporation therein named, and acknowl~dged ~-me th~t such corporation executed the within Instrument PU1~sut?nt tC'l its by-laws or a resolution of its board of director~. : oj , WITNESS my hann and official seal. ~~ GRACE VIRGIN'A scorr j .~..;".~ No~ary Pu~!lc - California ;~. ~:. F'r.I.l':,,..A 0.,. ICE IN . .:/ ~",N Bi:R.;),4U:NQ COUNTY My C~;"lmISSI~" Expire, M<lrch 4, 1974 ~A~~I J' . . . . ~ ,,~ STATE OF CALIFORNIA ) ) SS. COUNTY OF SAN BERNARDINO ;' . On thej!<2~ayJf~../cI'Y/"''''''4'kL , 1970, before me, the undersigne , a Notar . P~~l~c~n ~n~for said County and State, personally appear \~l tIKU~jlhAh?, 'known to me to be the Mayor ~ :' . hRS..... f-,-, ....-. R , I ' tl! .0.. l"ll.h;r- 0 1. of the city of San Bernardino, a mun- icip21 corporation, and known to me to be the personf who executed the within Instrument on beh~lf of said city and acknowledged to me that such city ex~cutcd the san~e. WITNESS my hand and official, seal. ~ . G1....CC: -/l-RG' NIA SCOTT ,. iV...-~;; N~,~,,/ Fu'.l1-:: - calitor"" ~~"~.~.', 1',,1..::, ,,\ o. FICE: IN ....:~. J S~tl g;.i':. '.,_: ~l:iO COUNT'( , My Comml!;~i("" Ex;:.:r~~ 4._~n4 ~€(l~~ " ., :' . \ . , :j - 10/.- ~! , l 1 t . , "A. '~ " . .~. ~ ~'-~"'.~(1.' :~:,~'.:..~~.: 1.,,~~~..., .t..' b........ ";.. . .~ ....; <f'.. ~ .!;< .... ...~-. w' ." \" ....Jj1.:.J~\A. ... BOOK 7580 PAGE409 ~ " i,' "'. ~ ~ . .. r I f'CKNCMLEDGMENT ~ OF UPIlJ\M DEVELOPMENT COMPANY \ \ STATE OF CALIFORNIA ) COUNTYOFLIlS 11f17eJ~5.l ss. On /~ ~.u.-~ , 1970, before me, the ~; undersigned, a Notary'?ublic in and for said State, !":: / personally appeared Cheater R. Upham, Jr., David W. Upham and Betty Upham Buffum'" known to me to be the general , ~ . . partners of the Upham D".,elopment Company, a Texas . limited 'I partnership, that exeC\J.~\l the wit.h.in instrument, and kna..m , . , to me to be the persons w~o executed the within instrument . ,if; , t \ " ~, ',' .. , .:~, :;.. " .~ . " . H -105- .'- :.,', ~ ""'~'t: ioP"..;?:- ,"iJIi t " I I \ . , J. l' I . 1 I ; \ . _J , \ 'rJl'lf~.'..".." .....q-; . . "'..... , . '- ;~~ ..A,.... i. &.l. r . i I \ 1 ! . . 'tiff" I T I ['!II- ~ T -'-]' .r'-TV'!1Iii.t~~~ ..-. "'V' .,IMt.....:tl.t \ . ) >. ( ) ( ) , BOOK 7580 PAG! 410 r 1 I i . . t, t. r . 1 STATE OF CONNEC'l'ICU'l') ) CoomY OF IlARTFORD ) 001 On this 11th day of Oeeember, 1970, betore me, P~~riaia Zellner, tho undero1gned officer, p,rsonaUy appnred Maynud C. B&rtrom, ae Trustee tor Connectl.:ut Gener~l Mortgage and Realty Investments, known to ... to be the person who.e name is oubocribed to the within inotrument and acknowledged that he, t" Trostee for Connecticut General Mortgage , and Realty Investments, executed the same tor the purpose9 therein v r' eontained. Dl lITINESS W!IEllEt~. II I hereunto set my hand ar.d otficial sea.l. Patricia Zelln MJ commission expires: March )1, 1974 ......, l r ! I t l , \ 105 i \ ~ , \~ ,i.. t ~. ] , ., . ~I \. _.H- ~T. .' ~ . ; '. " I ;'~ ?~ .f i ~ " ~ .4.: ~' .... 1 , .+ ~~, 1 UT!I'.(' . . ---I ..L",";'- ~"''1~~~~.~'~'' ., ..,..."..,...... "ll'~t""'" '''';;.--'' ----' ...., ; .,.> .~. - .' .------ .. >,." - ...:. ~.~ i ___~--p~'- '~, J ~r- - ,.~;...,o- ;: . ! " ' . ' . ,~ . ' !. ." '. . . , .'" ,.'. .-, ''',' \,_"..~~,$l. g ~ , ,~'" ~ - - i. ~.:. ".." ", "c, , j'.- JOO;).;'.. .,,) ~1. f:l ~ ..J . a' ~'I .' -:. , ~: , ~ ~~. 'U' ~ 'O".'!>_ ~l .. ! ; ;; ..J~ ,: o . ~ .. ;J u.i. !; ;:0. .1. .-;0""'.1.... -Xl~. i ; ; ; , , , " -.' ~~ ~. I l'i,f~7530 rmU1 . , t btlJ.~~1).\)\no I ~ I \t\1t\l.<.,i t>i't~ I 0 I ~ -- I I '1:,~( ~ [ J"" ',,,, l _ &l~.o f; ~h.~ \ "" ,- ,,0 "~ " "0 ,~ ~. " I., ~ a~ ~ ,: ~..,.~~", :':':'" ~~V!i ~Z'\!8 ~ ,. I" I , -~ ~ .' ,.:;. t ~ ~ .. ~ .. " .P? .....Jo,.. <"'J :"l.}~/" ..... <o-,.......~~~.~.~!"";.. 0 '.~ ."f.......,f -'to (_"l :0 :~.. ;' 'o~ .1.1 .~ '0, " I d . . .~ i ~ ~."""~'-'~_., , . . ..~.~ . . .~~ ,'I '~'" . '1:';-:: ',: ::t " _V.,,-::.:,..:lJ .1 I ~ " . . \ I , ~. ~, t. " [lOOr. 75Sq r!,G~ 412 , ~ i ~~ r,' ! I l>' o I ,~ I 1 ... , e., I ;, (/l J;;~ ( ~ ~ \f~ J "~~'&t~q~ ~ I n.n~ ~\ I I IS I <~ 1J's. ~~ ~~ .~.,!~ l "A l"~"~' - ~, 1". ---.' ""..~''''' ..,,) " L ~' ~ .."",- .. 'I.~ -1 e'5 " . I., ," .~ ~~ , . f ~ . i \ ~ ~ i:: l~ ~ ~' .......; -.""" ~'.:~:~..:.:t~~~ ~':.' i. . ..O',..Xl"t. to, ., lUoe J~'~.~l , ~, I, . ~ j~-j i8 .~ , . I. II . ~.) . <, ~'I'- ~\ +:~~~~ q, 7~ <;10..,0<;.11 <;P~~;~~'" .H. ""~; ...~-::i"'~'. ~'1 0.. . =- 01 dO' .' ~ L '" I',. ~ " " ~< ~~. ~" '~',.?~ ....... '),/~. " ~;... ',' ~,.' .~ ""~~" i' ./' '.< ..' c . ~':"~'l..... .'1 . J~ "' ,/_:.:" o ~ .~""'l..,'.. l' '"-~.' '..... ....,"'1. .. .';'oC'., ~~'_ ~t"~ ... (' ., ." '~~ 'k ~ .... 0 .,_f,"i-:~li . , . .. ~~i~ " 'I .V 1 I ,.. j I > ~ T C j ~ ~ N . .'1L- J ;~'': " ,I L ::~ COd <~i t;8 " 4 ../ -H" ~1, - ') ..' I ,li ~.~ .'V>o , . , ~ T C l , " ~. r. " ' "~ ~ < . !:..,.t. ~' " . I j 1 I . .1--_ _ ...., 'u' ~:c .,.- -::z ';~;:I:j('lQ..~FO ....~~.... .:,.~~ ....:;.-4 Q.._""~1'l f;;;;,... ~~~ ""~~li'li'~ 0 ~ il' 9 _",s-,,'; ... " ~ o"'~ ~g,...... OJ . ~.......::;o 5".. 1'- l. :1~ '~1a.."" 11'; ~tWVi~ ;; 1'", ...iLl)aJ II ! ,,:;...... ""....~ o /5~!"6 "J..s 2., , ; ~. It ~ z:~.... ;;..."r-l1. ,; :e~g.~a.."i~ ~ '!.O'A 01'1:; ... ,. ., -5"lD r; 3;;10'1-1 ::r :;'< Q 0 p:Q..Otl 00 . '1'1 ;::;-:-,:, J ~O"'s~ ,0"8"'''' -~~ (::0 0 . _ . . ~. .,Jsll(5" ~ .., ~~l 0 or R.r1, _ ,) ~ l.."':' 6..";;~: -; ~9,~ ~....r; l ~~< ~%,~. r .- J ~ "F' 51. r, , ..Jt, , .~ o q, ~ 'If ~ q U 6 . ,., ~~~ t.g ~ )... ..-".", "ooo"'-~' .., !~~ : ~8 " /'J :z o .,,.,. ".!.~ , U, '" i , ~ ~ ~ ~ . i . . , :l- :!,' ~ , Vl"~ . .. -. ~~ Fo:lu. BJH ., :. .~ i,'i, l j - ) " / hcc.,7580 PAGEU3 ~ f,' "~ ... , , l ~ ., J t l -:. I !": " .- .; ". t1: " . ~~.. - ::,",., ...i..i..' -/ f ~. ". / .r/ f7 / , ( .. ~ ~ ~ ." ~'\I" " - . .. p ,. ~ ~ '~l i ~"IC .. 1I~~ ; ..I~ ~ " i; ~ ; " 1 "r . ~ , , $ n ~ !$! i ~ ," ~ . ~ 8 . . . .~ . .. p " ~O"O'th't "'00::' ,. ~,'1l1 ....... ..''"'1.... it,:' ~: , i.?; ..~ Jr~ ;.'r .~~ 1'~1 j r I:.~.. /; -~. .' '" -:~~ .' .' " BOOK 7580 rA,,4H . . , ~ c ,. t }'t :'t" A . . t- V -} . . RO'on\'t. ".Oll" A .~ ~~ . . c , ( ~"'~.1'~""~ '-.0 00 ; s ! I. ~; ~~"'~ i~~ "G' , ~-*---- ~I__: !:.l '" ,'. 't' ,. .,~tl~. j . . 8 h~ ~~ ~\. __.u~; 0: _ ~_ HI : '8 ' '. '.;. ~ ;!: "'" "-: ~ . -. " ~ :::. ; ii ~ ~ '. . , ~ , , ~ : , , ~ , D .- : ~ ! ~ r , " , 1 , j , i ., . .: g;; l . 3 ~:: i . r , ~~ l' . l- I ,- .;'$ , r . 8 , i n . j, 'g .. 1I0'01;'1Io"t'"""/lC ,.- n_ , .~ 'W'. HO 1~''lT'"'''''' "'Q1l1' ogon...."!; 'h~;: -.. -''', "', .\O"Q1VO....u./ t r' ..~:; _o~ i::'-" ~^'-3 ~ .; ~ CP:, " ~-d- .\ .- :..,..':~ / ; --'-' ,,~ .- / ~ L - 7 ,3 \-)'1:10 ~~ " - / '-~ , ... .-1 J~o; ~~~ ii.=: i , ~ . 3 q;:;: '- i , ; , ; ~ "X'!..::l ~;';~ ,.,..- .::Q;-[.~WI J.'U; "" .4 " r.t .f-if; ~~t; i . i. ~ ,." t.o!. .;;-" ~~ ., .. -~ ~~ 0 ~~ < , < .' . ,0, 0 " , '1 "'O":1'Y,'tI". ....,....,,(lO,.t'!Q... l-::"Olll' ..:. . ": ...., - ~ J ~~ ! ..~ .=;,;",. :: ::;~.. ",.....' :..f~; ~"'Q1""'_ "'0<: ; " ~: c' f ; . , . ,ly :f 1 '. i,;- :;l 1 , 1 ! . $ ;; r r r , . =--: .~""! , -. , ~ ~ r .~ ..'~~; ~ .-.., !f... t :.~ . n J. , t 1 " -- 1. t i: r . " J i... . ~ \O~~. j I !~~:i ;~! \ S ! '''0:1' i/ 'I C' '~Y>l. / ~~ ~e: ~r"" ~ , , ~,~f. <,,10' ~" ,,:-il , , , '- ~ , .. .;,'" 1 ;~ ~~ ~'i. " - I!~ o. 1 ,- t ~ ~i:- "':'fJ~\ , . - -- e:. ~~ ... ',O.~t>~...... ::;' . ~ ~?, :J r~, "'I"..:.'\\'! ~ .~(I'~g' 1:<1. . I' ~ :'" .. ':' i~!: ~~ ~~o , ; i l i l" ;8 >. . , i ~ " . ~~Q9_ _"<90 }<OO....-,;..&l'''' (/I ~ 10 ..... ..... ~ '(: .. '",..e "~~ ,.., ~ ~l " '1' :..,: , '. :'. 5";: , .' i 0....1"1 l'l~::;' . , (~ , " , , , . ;1.">.1.'> . ~ ? ~ ~ ~ -F" 'lj,}/----- 5f. ~g n . I 1- ~, , I I , l - "F" ) 51. . - il~ l~ i I: I 0 ~ " .c . . 0 , . , ~ , . ;; <; . I !?l ~ h : ;~. , .~ 0.'1 ~-: ::.' -. q ! 1 .'." -, .~ . . n ~ " ~ I ~"'_ _"'09':""_ ---22.Lc:c__ " '" " '" < '" ... o " " '" z ... . , , ! ,. " ~~ ~Q ." -I .... '" ~~ '" '" " % .. " " ~I I ~ 10 ~ I ! I I ~ ~ , . .~ " " ^' ~ '" , . " " " " I b10r. 7580 P,IGE 415 -------- ~. ~i ")'\~ " 0'0. '1.~~J,,1o- I I . I l , ~ ::0 M (1 - --. '"':l ~ n:::: " ;0 ... ..., ::a'.J sa~ --.......... . n~ = ~ $I -<M - ~> = g 9 ~CJ)....J'""""':: <:' ~t;:jO"'=- ""': ;) .~- .... ~ ill..... >--3'" .-..M -< ~zz g I e>--3 .t;;i 0 ........ I ~ 1;;6 ~~ :!o>' 'i~"'" '.. J '. : . ~" .. ., , t'l!>'. ..CI"llT'r'>..... ........." t...., \..._ ':l'oc.lr. ,~.-...t> ...,._.__,~. ......!2Y~~~ j ~ ! , !>O"m''llo"'" ".tT -.. .. --.g , - . ." ~ 3" . ." . " ~ ... <0:::'''''" 'E" m. _ ____. ! : - .~ I \ , C I Y [ C ..". J . . , , . , 1 ~ J " , ... . , ~ " " , . , , ~ I ; , I~ ;; .~ j.. i' ~ '" - . '.. _....1 ...."" ;:1 . -.:" 11/ PI... , .-€ ~l r;. ", \_..... ,~t -,,, .) '::l .tj ~~ ..J \Gl'tl"""",U , '" .....,..... l ; , , . t ~ "" ." '$ ... j J;: ~-, .. g~ ~ - -' ~ . . ". e........, ; , ,,~OC" ~ -::~~.~ tC')3 "<TU!>'"'' lU.~!> , - .. i;'~ . ." ... I' . :.~ ~ "; l' :Q . " , i" '" . ,. -~ , "O""n'ft .~... ~t'~~ !l r. ~y "=J ':=: ;..~ -o.;"ll~.... ~~~ "~~~g !9~ . .a<ll's :n. 'J " ""';;;11 t~ "1:. t..o.. ""~. '1, f J_ (~.~u__ . ....L-n! , ! i _-.. i ,...."....J I f'U l'..\.1 C. C:,LTURAL CE I ." t~ ,1 -. , gG , ,;; ~ i ~ . ~-.: , . " ~ I e ""....... ~... . l ~ , .1 . ..~ ,. "G ,g ... 'J~ ! ~ ~o 'a -. 0<; ~ :-1............ "'00' 1...)), ,.on\\'~ \U.)) .: .-;. ~~::: . ~ ~ _.~ , c -. _J " ~ 'l/ - - , \), 1; ,;, 8 ! ,~. 10 __M"- .~S-_ ~!: ~,...- -:;j' . ::3 02r,t' ., JfI; ~i11 o. ~ i ~ ;:;;0... f:::i= ........... -.rJi . ~ = ..' :~ 10"Ql~'" ,n. , ."'Q'l ':d'I: ,~'(. ..,.. _ ~'~t~~t~ -~p~~;~~,,:~ .=-.: i~ ; ISI:e ..'" ,..~ ~if~' '~i Ii ~~ ~;-. ~ ~ ' z '. ~ ;:::l:f ~ ':""~~_';1i ... "!. t.o.> '>'....'1.' ! ~ !,_, ......~ ..,.~. 1'.':.'!Iotl ~ <'ol:l I 1~ J. ,J.-_~ I . ~ ~ T~'" f--- ~ ! ..... 3 ' ,@ j" I '",_ ",'.~':, 8do' ,.." ~~~!: J ~~M";' . ;... 'il.! !;lI,f~ i g~ II ..s" :~.: ~ :1... it ........ ~ -:: .. .." ~ g~ l:; ~ l!: . Y:~ m;: z.r~ ...~ -:. ...,~ ..w....!A....:n:; "" ~"(L. .Jr;~ t..o'- oHo~ 1'~:: .Yf 'l ~ ~; ~ :!-': .,' -:' '" -. ~ ., "~ o . .<> 1~ , J . ~ ~ IIl'O'fwa .~ ~ , ~ ., ~ o ~ .-------- / . .,i. \~. ." I ' 1"' :"; .-....- \Q.'l...." "" ~~;'f.,,~,. t~)- 0. l.'~ I~ ,;:~::;;! ~k;f....,""" i,~ ~3~ ~l:;~ r ~ ~L~ t ~ ~ ~ ........."~"'Jl~.. . i~ 'j R, ~, i(1 g ~n .' ,~ ?'Y "' ~~ "to"~ .'''''....'11000 ;; '<"Oln..,. 't1n ;~ ,0 " r i I .j . " " .- ~~ " . ~ ~ :;: :~. :_i~ 'S ':.:: . Q , ~ U400' t ~; 14""'" i ~ J. '" , ~ ~ ;;r. eODtf~O PAGEL..6' -,' - 1 :::. 7. d. I .: ~ , ! ~;; ~ ;; ~ ~ . " ~ ~ ~ ~".Ol '.... ~ , I , j'-' '. r:;'l ~8; :E: ]s " . i'~ ~'" ~r"I\o!o"t ~... ~ '-. . . - , ~ ';:)3 ~-;- "" :~ ,.. ~ ~ \ (;.,,, ' ,\.,~o.:,"..'~' ,,---y :It " / ~ / / ~' o ; "CI"<l'i '0'" ,,,.,~t .....,....:....".eo.:. .. 0.' ":J ~.,. ~ i~ ~~~~~ I': ,- .< .. ':"\'l/Io"t "" j :It , :'.i ; . ., . : .' ~ v~ ~ ; .~ ::: ". " ~~ . ~ , ~ ,', . ) '1\0.'''....'", t.._..._ w- I....'. -";"loo" " ~ I" ;. ''O""e,,,"'~' ..~ i' ~~l!,.r r~.;;I:- "\ =1.4 i!1 ~;-;' t ._~ !( S't~!!~;~f~~:::~' ~~ =f;:.;t~;::;!:~.lf-'~ - ~-rii!l' j ;:i r~;~; ~ .'~ .. "',;: .., ,~u ~: 5TlH.'f.T .~' ~ ~R :1 !; !. . ..........-'.___wl.L. _ -..~_~ "OJ:'..'... I ';. :"J.!.:. u ~ A L C E ~~ T E R ~ tlV i\":.-;>.. ., """~10""",.1o""1o" ~..' L...-:: !:I\....~. .. ~~c.:"_'Ul~_~~'" 11.C"-to f ~ "" . ro ~:g . "" -i------ ,l!l..1 V3't I . 8, '.:! :'l ...., ~ ;. ~~ 'i.~:z,.-.- ...... -. I .1 . '1,,1 -=-l i I I ' ,. 9 _.., r . " . ~ c 2 'J.'"<;; '; "J' fl I ' ~; ~: n -to '6 i -;~ o. '':,_ .,:: ;--"4 " ~~ .t : ~1~ _2 t ~ ~;. .. ';. -, ) ; i o g F='-''":!' I-'~~ I L -'< I .. t' ",.,... ~ .. ._".. --'I Ii ',",...:..',. .,.1, ~ ';'1:- . rroV\J.. J,8"\~t . ' e-,..v!.........,... '..- :::cr-. . I II ., . II I f'UUHINO . CIVU lHal~~r:IIllI<CQ~ ... r aTJIICIT ".0___ aAN .1:"N"'''OIHO, CAL.I"=- .U"'HO". 47'., ..'3.1 --."",-- Octoher 26 f 1 ~r LEGAl. DESCRIP! fOR THE REDEVELOPMENT AGENCY Of TH~ _ "AN -~._----- PAP.~EL "Co. CENTRAL cr:!::LPROJECT. ilREA NO. ==-:?:~1.~ All that real property in the City of San Bernard::.=r =:'. ~-'_.. State of Co i ifornia I described as: -=::::::::::::==~_::-..:.._-- 1 I i 1 1 .j j That portion of Rlocks 21 and 22, CI1Y or SAN3=C. In Booy. "1. page 1 of Maps in the Office of the :-____ .::::~~___. ...____ portion of "F" Street as vacated by s~id City of ':::---.:.:.:.-:"---::=__ ,::::::.~__:: No. 9574, recorded December 19, 19.'8 in Book-:-= "Z:='-__ of saId COli' '. describec! as follows: C~ .-,encing at that certain p.:a.int design2::::=-"~ describer -! to the RCdcvelopml :-:t ~qincY :::::::... .::: ~___ CalifornL. recorded July 9. 1969. 'i:>.-'::J '\.'{?264 ~":-_=. ==-==_.. of said C.,:;.mty; thence South 89"57':)5" st alc:-:__ ~,_ ... angle ",oint therein, said point being thi'tRUE F~=:C;,:,. continuing South 89'57'05" East 2.17 f~r.t; then===_ '~;::;=. feet; thence South 89'5>)5" East 230.00 le;'t; t== .:"=._ 344.00 feet to a line psrallel with and d;.tant 1,,: z:k. at right angles. from that certain cQurs.n fi1 said ==--_~..- 89'57'05" East 18.00 feet..; thence Nc,l".89 's7'--=!.=-===:._ 50.00 feet; thence North 0'02'55" Eas;ti;.67 feo=::=---cc,,-- 2.50 feet; thence South 29024'2!)" Wes~ 12.24 f!;;::==-::~~:-:.::-.:::.:...:::=-_ North 89'57'0;" West ala"-') saie paralj',lllne 1:::=::-__ Vlest 187.33 feet to the Easterly prolor.gd~ion of ..~ ..::;' 89"57'05" East 18.aa feet; thence North 99"S7'C:~::;-..:.. 2.17 feet to said boundar;: thence South 0"02'55 .~.; .;~==.:::..::::_ 39.67 feet to the TRuE P0iNT Of 5EGINNlNG. . -----" --.----- -_.._~-- - .-.-..,--- __U_'.'_::::::=':::=': -~------:7:"~~=- Containing 79,265 Square Feet. t EtHI8 IT B.1 , ., ,. j i ! 1 '"', '. . ~-.'" ..:..-_ ~ .I-:.- -~ "'l"~-- ."noJ"ll "~~ =::'::~ ::~L THE REDEVELO':':::-::::'C:- I pL-::: -. '1 ~,-, CENTRAL ;~.-~=::.r ,', , . ! All that real property In ='=::0= State of Cilllfornla, de..-==-=- That portion of Block 22 -:-::-;AN Book 7. Page I of 1'o1a p< ::c..:::oo" crlbed as follows: Commencing at ~:-.=..=::::= :;C' described In deed to thr~.e;,," California. recorded Ju' --"-- said County; thence No" - boundary; thence cent l!"l~.~'==-.:' Q.,":-' 89'57'05" East 4.67 fer'=--=-";: ?, N~'~~S-'" ".'.- ~---,----.,....,.-,.,::~~::~~-=--:- Nr,:-~'" ~-=- N('.~~S" '.\P~-.:---_::_----:-:--:-~.~-:. Nr,:'-~" ~--~-::::~=:.=: 1'/0=-:0:':" ",',,=: -~-==: I'1r---::-:" ~---- ~~..~. -.~-~"~~:~- - '--_.~~~-~:~:: s".~~" ~-'--,=-'-::" SO'-~:-:=" '.'[;:=::=---~~:-~::_-~:~-- 50"- :::':;- ~.====-~ ~;~-~~~~.. ~;:~~~~-~--~:_._. 50- ----:~ ....{e~~-.:.-~ l'J<:".:--::::-:;"" ','y.:::-:=::. Sr-,' ~~" .../-=~:_--= Sr,';---:--:-:- ~.'::~~- Sr,'- _~-=' ',V,,=:;=:: ---~ BEGINNING. Conta lnlng 28, 512 Squ",~ -o:!' 1::-:_ '. ,11 J. (, ~ '" 1 BOOK 7580 PAGE 419 Arrowheat: . '.~~~::~' Page 2 - . .~ Legal DescrIption Cor J The Redevelopment Agency of the 9lty of San Bernard (no ' Parcel "N" & Pylon Sign Eascment Central City Project Area No. I, ColI/ornla R-79 T<X;ETHER WITH a.n casement (or la Pylon Sign over and across that portIon of saId Block 22 described as Colla'^!>: Commencing at the most ~jortheasterlY corner of the above described parcel; thence North 89'57'0:;". We;t along the most Northerly line oC said parcel ~9.00 feet; thence North 0'02'55" East 10.04 feet to the TRUE POINT OF BEGINNING; thence South 89'57' OS" East 7.00 feet; thence North 0 '02' 55" East 7 .00 feet to a line parallef wIth and dIstant 12.75 feet Southerl:-. measured at rIght angles, from the North line of saId 810ck 22; thence North B9'S4'34" West along saId parallel line 7 .00 feet'to a line that bears North 0'02'55" East from the True PoInt of BegInning; thence South 0'02'55" West 7.01 feet to the TRUE POINT OF 8EGINNING. ~ .J ~ J . f: '.t.o . , .. I E~flla!T B.' 1 .~ ~ 'p ~ r E;c'H3IT B-1 I 1 , I I .~~ Arrci,~ffJt[i-=:> ' ' " BOOK 7580 ;AGE420 j' f ~ ~'@,n~ia@u;tlJ- \; ,\ .....,..,.... ,~ I"\.AHNING . CIVIL t:HC'N~ElIINO . SUAVE:YUIO ..,. " eTACn . ".0. BOX eoo .AN ft:.nNAnCllNO. CALI", .2:010:1. 'Ttt..tI"IUlfll: 11141 OO,.,G.,." , ,. - , 't '~..:~.,..,.4. .......~ ........._11....1(4,..'; f; -t.... '. . ~~1r..~ t ~t ,;'/' " July IS, 1968 Revised )uly 11, 1969 " LEGAL DESCRIPTION FOR THE REDEVELOPMENT fGEtICY OF THE CITY OF SAN BERNARDI1\O . BUILDING "B" CENTML CITY PHOrf.CT AREA NO. I, CALIFORNIA R-79 All that real property In the Ci~y d San Bernardino, County of Slln Ber;.":ji~o, State of Callfornill. described js: CITY, OF SAN BERNARDINO. as per Map recc;.j~:i :~. in th~ Office of the Recorder of. said Count" c::s:::-i;,:::c ~ Beginning at that ~ert,ain point designated Point liD" in the b:)lJ:":.Ci::Y described In deed. to the Rede\-elopment Agency of the City of San Be!':::'i.'~inc.., California, recorded )uly 9. 1969. In Book 7264. page 766. Official Records of said County; thef::,e along said boundary. the following 0.;-0'-'-": South 89,$57'05" East 153.42 feet; thence North 0"12'55" East 11.83 feet; thence South 89ts7'05" East 4.25 feet; thence North 0~2'5S" East 66.17 feet; thence North 89 :'7'05" West 3.33 feet; thence N"rth 0'az'55" East 39.00 fect; thence leaving said bou~dary. North 89'57'05" West 154.34 feet to a Une t;-.:.t ::00" North 0002'55" East from sai~ Point "D"; thence South 0002'55" Vle3: : ~.7 .0J :f!e: to the Point of Beginning. That portion of Block 22. Book 7. page 1 of Maps. as follows: Containing 18.267 Square Feet. " . Jl~ .- l. ~ :J -~ I EX~IBIT B-2 . ~ -, --- .~ i~ f -------- ----...-- '~:-.. ... '-.'-. ...~." f ,,1 .. I~I ....l., r'o r , ,0 l 1 1 -1 I , , I -~---'-J I . l: ! - " '. ...<I:'-.~ A ,"".... . -1 1;~'~_'1~ . rr01V.l1 ~P:;':;'-l~ ~I(' . ~l~UtWtlltlJ- . \J.........T,... i' PUNNING .: CIVIL ENOINCERINQ . 8UAVnlHQ ... " IT,qCrT . ~.o. B9X .00 .AN ERHARDINO. CALI,.. .uoa T. "'"ONe C71.1 eaD.~.7. BOOK 7580 PAGc421 r:...tober 21. 1970 !r ~PL DESCRIPTION \l FOR THE REDEVELOPMENT A~;~'CY OF THE CITY OF SAN BERNARDINO , ' P^RGEL "D-l" CENTML CITY PROrr.C.T MEA NO.1. CALIFORNIA R-79 All that real property In lhe City of San BernardIno, County of San Be,nardlno, State of Callfornla, described 4s: ' J . That portIon of Block 22, CITY c- SAN BERNARDINO, as per Map recorded In Book 7, page 1 of Maps, In the Office of the Recorder of said County, , and that portion of "F" Street "5 vacated by said City of San Bernardino per Resolution No. 9574, re~)rded December 19, 1968 in Book 7150, page 926, Official Records of said County. described as follows: Beginning at that certain point designated Point "E" in the boundary described in deed to the Redevolopment Agency of the City of San Bernadino, CaHfornla. recorded July 9. E!G9'in Book 7254. page 766 Official Records of said County; thence South b9'3.7'05" East along said boundary 10.50 feet to an angle point therein; thence lontinuing South 89057'05" East 2.17 feet; thence South 0'02'55" West lILoo feet; thence South 89'57'05" East 121.00 feet; thence South 0'02-55" West 40.00 feet to said boundary; thence tilong said boundary the .f~l1owing course i: : ;. North 89',\''''l>~'' West 133.67 feet;. thence North 0 002' S5" East 1St". 00 feet to the Point of Beginning. 1 Containing 6,829 Square feet. Portion of above area within Developers Mall Parcel contaIns 1,920 Square Feet. ; , : ! EX~18IT B-2 ~ r ~-- -~ ~ .~ .~ " ..-", r Arrowl1~~~ BOOK7580 rlJ;E422 '.. 1(\. . ~" nglltWtilt'} ,~ c........".. r'\..ANNIHa . y,vn.. LHCIHU:RINQ . .Ul'l.VrYINQ ... ,. ";:CrT ~.o. 1l0X Ilao .,," 81:IINARDINO. C...LI,., .::"02- 't,....Il,.,.O..C (71.) 11':1,).'11". Jcto~er 21, 1970 UGAL DESCRIPTION FOR THE REDEVELOP:'lENT A':;ENCY OF THE CrTY OF SAN BERNARDINO " -'. PARCEL "0-2" CENTRAL CITY PROjECT AREA NO. I, CALIFORNIA R-79 I. , All that real property In the CI~y of San Bernardino, County of San Bernardino, Slate of CalHornia, described as: That portion of Block 21, CITY OF SAN BERNARDINO, as per Map recorded In Book 7, page 1 of Maps, In t'.;e Office of the Recorder of said County, and that portion of "F" Street a. vacated by said City of San Berna,,:lno per Resolution No. 9574, record.~d December. 19, 1968 In Book 7150, page 926, Official Records of said County, described as follows: Commencing at that cerl1in point designated Point "E" in the boundary described In deed to the Rede"elopment Agency of the City of San Bernardino, California, recoeded July 9, 1169 in Book 7264, page 766 Official Records of said County; thence South 89057'05" East along said boundary :0.50 feet to an angle point ther~in; the:lce continuing South 89057'05" East 2.17 fect; thence South 0002'55" West 117.00 feet; thence South 89057'05" East 121.00 feet to the TRUE POINT OF BEC;.!;NNlNG; thence continuing South 80'57'05" . East 109.00 feet; thence Nortr~ 002' 55" East 95.00 feet to a line that bears North 89057'05" West from thaifcertain point designated Point "F" in said boundary; thence South 89'S7't{>" East 241.16 feet to said boundary; thence along said boundary the followIng coursp.s: South 0002'55" West 11.61 feet; thence South R9 '57'05" East 1.17 feet; thence South 0002'55" \Vest 111.56 feet; thence North 89'57'05" West 4.25 feet; thence South 0'02'55" West 11.83 feet; thence North 89057'05" West 347.08 feet to a line that bears. South '0.02'55" '"Vest from the True Point of Beginning; thence North 0002'55" East 40.00 feet to the TRUE POI"T OF BEGINN/1\G. .' Containing 37,011 Square Feet. Portion of above area within Developers Mall Parcel contains 1,920 Square. Feet. I EXr . :r 8-2 , I \ \ I . . I .'#' r I " . , ..JlMl"'-.---- ...-- ti~~~ .,. F.- --i V . !'~ ,f ...~(\l""i( A ; . \:\'., ,~lt "1 , ..... l"'OYl11r..'.,.,~ 1. ,'-:',~~ ~,.:.} "~~ill~:!i(Lnr . ..~t............... I"t...ANNING . C1VlL CJ'U"'llNil;CAINQ . '~lJ"V::YUr 10. r: G rAt:r.T . ".0. DO" eoo .AN ot:~ .-ARCINO. CAl.". '2,(02. TI1.CPMV"C (71~) 0011_.18.,. ""'_.o<c.- ';:;0 -- ~-:;:-:;;.~- -~--.... August 1. 1968 RevIsed ]uly II, 1969 l.WAL DESCRIPTION' FOR THE REDEVELOPMF.NT AGENCY or THE CITY or S2IARr:--"----_ I I I I I I I ~UILDING "E" CENTHAL CITY PROTECT AP.E^ NO. I, CALI7'T"..g All tha; real property In the CIty of Sar. Bernardino, Coun:-'-= :J=~,," State of Callfornla, described a$: . That por:lon of Block 21, CITY cr~SAN BERNARDINO, .s ._'~'__ ' Bo.>k 7, pac;e 1 of Maps, In the i,flce of the Recorder of Z'-=T:r, , ~__.---=:--- ... described as follows: Beginning at that certain &int desi'Jnated Point .~ =~=~_ --'~":::=::.::,_.=:.. described in de~d to the R€;deveJ(.~ment Agency of th('l Ci:-,- -=-~~--===:-;- California, recorded July 9, 1969 ,":Book 7264, page 76:; .:......0 said County; thence aIor. said bo!'r.Jary the following C=c South 0 '02' 55'1 \Vest 134.29 feet; the::- South 89'57'O~" East 5.50 feet; theno South 0 '02' 55:' West 0.71 foot; thene. South 89'57'C," East 122.B9 feet to <=~e~__ North 0011'09" We::.t from a point on the South line of sai~ :"'~a;=-==-~:-'::':"":"::'--_'-'-~ :.;:...._..;____ North 89'57'05" Wes, n.60 feet from the Southeast corn~="_~_ thence North 0011'09" West 118.92 feet; thence North 34-'-_""~~.;;~:': .- feet to a line that o~aC's South 89057'05" East irom sald =-__ :::=~~~ North 89'57'05" Wos, 116,91 feet te tha Point of ae~inn:::' Containing 17,203 Square re~t. t. : i I I J , ! j '~HIBlT B.2 . , . ..:.t.IillfJts". ._... ,.,..-~ ....,,--- -:'-'- :<E!'r.~ -~, THE REDE1.'....- .",=-, CENTR".~~I:'. All tha~ real propert. - :':;", ==- ""'=." State of California. ....:~3S; - -., That portion of Bloc':' ---. _., recorded 1n ecok 1; :'" - :.~ac~ =." =.;:;- County. and that pc.... of San Bernardino pc ~"'"-. :~~ In 'Book 7150 ~age 0'. ..:::01 ,=s-:c-- , f' _____ No. 9351 recorded /.\.~ - .:.::-.:: --. ".--.!- of said County. des~~-- ........ ..~ Beginning at .,...:~ ::c::...:- dpscribed in deed tc ,', __~!_c~....,.....".--_c" California, recorded - --=-";,:, .:. of said County; thac,' ":::"'''=' ==:;0-' .-~,. ~.- ~1,' _..~ _~.,;.......... -~..,:::-.. -.... 1'-1,...--__ . $;' - ~ ,. '!:-~ --=-. !\T,' ~,~ - ~-:-" .... ~,'" S,' -~~... 1 ~.':~- - --., St' '~~i..~~'.~ 0, "' a line that bears Xor~" boundary. South 8905 - - -- ...-- . '-:-:.. Containing 75.841 Sc:' , I J I ....- _n,__ . """",_Y.?p .__L' _,,~,,! ~,.~.."..~ .' ~.- '; .K'",,"o 'r- ,1 ~l . _'7~~_\-'j Arroyl-;2'?;..:~!'-:, BOOK 7580 p~GE425 ><i':};fl ,UI'tne.'?:UI111, X'-..~'d -u- .'~~ ~..........,... I"LAHHINQ .. CIVil.. ~"'CIHtCRINO .. SURVEYINO IllS' !:'rRt..."'T .. ".0. !lOX 000 'AN IoICR"""'f!INO. C.lI..I", 1%402- Tcur"O"~ ('7100101 10_.307. Jul'l 1~, 1968 Revd:d July 11, 1969 LEG DESCRIPTION FOR THE REDEVELOPMENT AGI: Y or THE CITY OF SAN BERNARDINO B ILf)[NG "G" CENTRAL CITY PROW' !,REA NO. I.. CALIFORNIA R-79 All that real property in the ct State of California, describedr: That portion of Block IZ. CITY C SAN BERNARDINO, as per Map recorded in Book 7 . 'Page I of Maps, in the' ffke of the Recorder of said County, described as follows: Beginning at that cc tal:, point designated Polnt "A" in the bOJndarj' described in deed to the Redevelopment Agency o( the City of San Berne.rd:.no, California, recorded July 9, 1969 in Book 7Z64, page 766 . Official Records of said County; thence along said boundary the follo"Ning course!>: {San Bernardino, County of Sun I3crnardino, North B9'57'05" West 153.47 feet; thence South 0'OZ'55" West 11.83 feet; thence North B9'57'OS" West 4,25 feet; thence South 0002'55" West 93.56 feet; thence South'89'57'05" East 1.17 feet; thence South 0'02'55" '?Vest 11.61 feet; thence leaving said bou:1dary, South 89057'05" East 156.50 feet to a line that bear.:;; South 0002'55" \Vest from said Point "A"; thence North Q002'S5"East 117 .a~ feet ':0 the Poirot of aeginning. Contalnlng 18, 383 Square Feet. I · i \ .. I . . EXHJ~!T B-2 l 1 , , _.__._____ 'U. __ ___~ __.___.~__ _________1 - -~.._:~..,; r~ ., - I r- ,.. ~ , 'OJ . ~ ..,,':;-., MOK 7580 PAG!426 1 Arrowhe'(r',.:-=> ' ~~~~.:~uteehtn4} .. ~~.~ ...".....T.... "-AH"IING . cnll.. t:NCIN~!:n'INO .. SUnVeYING ... " ~TR[n . ".0. sox .ao .AN b~"""AnDINO, CAt.". ':I:"O~ T~t.t""C"U: ('71'" ....1.7. , 1 , ~nuary 9, 1970 \ . ' REVISED '. L~' ;.{L DESCRIPTION ' . FOR TilE REDEVELOPMENT f .NCY OF TilE CITY OF SAN BERNARDINO 8UILDING "H" CENTRAL CITY PROrLeT AREA NO. I, CALIFORNIA R-79 . All that real property In the City ~ San Bernarulno, County of San Bernardino, State of CaU;ornia, described as:t . That portion tlf..Bloek 2 I, CITY OF 'SAN 9ERNARDlNO, as per Map recorded in Book 7, Page 1 of Maps, In the Ocnee of the Recorder of said CO'Jnty, des- cribed as follows: Beginning at a point on the tast line of said Block 2 I that is South 0.04'20" East 327.15 feet from the Northeast corner of said Block 21; thence continuing South 0.04'20" East alo,;g said East Une 96.77 feet; thence North 89.57'05" West 79,15 feet; thence North 0.02'55" East 96.77 feet to a line that bears North 89.57'05" West frj:,m.the Point of Beginning; thence South B9.S7'OS" East 78.95 feet to the Point of Beg,oolng. I ' ~SERVING unto the grantor the right to construct and maintain an over- head parking deck over the above described parcel, at or above a Mean Sea Level Eievatlon of 1067.00 feet. Also reservir.g unto the grantor the right to construct and maintain support columns for sa~d parking deck along those certain lInes shown as ttcolumn lines" on the attar:hed 'plat. ,which by this reference is made a part hereof. ' Contain1nq 7650 Square Feet~ EXHIBIT' "B-2" j -.-__._--0. . I t f ~ J ~ c . .' '. 'f. 'j "f ...-.;:s;;&,-:-.~} . ,-. ,\. . "' ":,..' ~l~m~'z.=.,:1(J- . ,,~......"'?,... PUNHINO . CIVIL 1:~1C.I:'UI:Jll:1NO . SUR\tEYINO lOll ,. STfIICl:T . ~.O. 'OX '00 IAN tn:f'U'U.,.OINO. c:.U.II". I:~O% T......P..OHC ('71"" '~..:J"'" BOO~7580 pt..GE427 ,S1P.tU \ i " ....II.E. COr: i::>,....2.\.c.,S.i::>. ......... . '.. ,.' ,/;\:-.. i' \\ f. _1 "1 ,~ubjcct to 0 t r J .8a Porty Wan, ~ _ Q9~ecmcnt\ Ii' : . /....~s~.SS'~1.tn3J.;.'.:.-~ / '-"" .,.-. ".--" ::'--;:::-~.-\ ! 'tJ' SIb': I? \ ~ i cr. <J . \1 ~; :; . . ~ \~ . :'.:J P,LD(":r. ',.-I~ ~ :J" f" '< J] ILl ~ . 'l~ ~ . ,,'l e - U '" ~ -^ of cr;-; ~ ~I ~ .-~ :, t: "":':-N...JLl-I D E ~~. f:i~c::!. >=,~ rE'./ ":' 9r;; :~ ~ '. .t :0 ,.... , 1:;:.,. ~~'r;)i'C;""i 015'1' ".:'/\ 0 ~ 1:~~3.;'.ao.?-\t ~~ · ..... ,e,.~.,. .,:.!::,; . ~.' \ . . : : : .~ 1&.\1'1 SI.&1' ~ : ~ '~'. ISLDCJ." t! : 5 . r~,. T ~" :~. ,,":<'" :j: A.\.'lS o t.Jo'Q~ . I (, ....\,', . . ~ ,. fl I. " ,.., _..: 1~:8 ~,_71" t!'jIo.,"",-:::""1'r,ot'.' !! < .. !: " ~ ;,. o I~ ",.: @ ~CQ\e~ \""lI so' Jon.', \~iO k....\~cd A?:'lt tt, :,"7\) PL!~\ ::'HO\'i1l'\(j oU\LD\1i(;:~ "W ~ "J" i>.?-:'A 1\0.1 t'i.l\H.~~ tn'! P~.'JJEC.l C~UF. ~'l'l ..- ft.D'V~LO?"'-::':"'':' -"'_1::"IC'" O.-,t..:-~ ...... ~... .1- ....--.... .'- C\'T'1' OF ~:..~ .~:,"::.::'fi~r:.O\~.;:) ..- '1 ,;.-1,~ A .if.......~':;'.f:J rrDV1iJ,-=Cc:.-:. . ~)$-6':('':-'"L~ll'_ "\\..~. .~."..AT'."O ..........~.J l"1.ANN1NO . CIVIL tNCINCr.RINC . aURVtYrNQ r'") "aOOK 7580 P~GE 428 .'(1 ,. 'TRc:rr . ".0. cox (laG .At-! D;:R~AnOINO. CALlI". 0:402- '"......,'1,... t71"1 000.311'704 january 9, 1970 Revised Aprll 21, 1970 . REVISED , LEGAL DESCRIPTlON FOR THE REDEVELOPMENT P.GENCY Of THE CITY Of SAN BERNARDINO BUILDING "j" CENTRAL CITY PROJEC;: AREA NO.1. CALIfORNIA R-79 I All that re~l property in the City of ~an Bernardino, County of San Bernardino, State of California. described as: .j . That portion of Block :i 1, CITY of' si. BERNARDINO, as per Map recorded In Book 7, Page 1 of Maps, in the (_ :f1ce of the Recorder of said County, ....es- crlbed as follows: Begi,ming at a point on the Eas~ line of said Block 21 that is South 0.04'20" East 100.00 feet from tce Northeast corner:: ;ald Block 21; thence continuing South 0'04'20" East aiong said East line 174.15 feet; thence North 89'57'05" West 82,59 feet; the"ce North 0'02'55" East 174.18 feet to a line that bears Korth 89'55'37" Vlest, parallel with the North line of said Block 21, from the Point of Beglnni~g; thence South 39"55'37" ;;ast 82.22 feet totr.e Point of Beginning. RESERVING unto the grantor the right to construct and maintain an over- head parki:19 deck over the above dp.scribed parcel, aLor above a Mean Sea Level Elevation of 1067.00 feet. Also reservi:1g' unto the grJ:-,tor the right to construct and maintaln support columns for said parking deck. along those certain lines shown as "column lines" on the attached P:<1t. which by this reference is made a part hereof. SUBJECT TO that cNtai". ;j','ty wall agreement recorded August 27,. 1903 In Boo< 335, Page 254 of ;:'eeds~ records of sa id County. . Containing 14,-352 Square Feet of which 81 Square Feet Is encumbe:-ed by said party wall agreerr.e:"l.t. ~et ui.encumbered arei:3. Is 14.,271 Square Feet. ".,l " " EXHIBIT B-2 ) I ~ '} 'I , , , ':" '. , " 4,.\-1' . ';.: ., EXlIIQn B-2 .' : ',~ , A ~ -=",,;';7;1 , ......, rruv ,v~,..,.,-'__..:> . ~ --:-':-:-';;)!j'-:"';) I . \.... . '~ '\:'" ,,\~'.~"C'l..t""'t.,:..C1: '. ~..o,.,"...I.'."o- '~ . ~..........,.,... ~LA"NINC '. Ch'~' t~IC;INU:RU:O . ItJ"VI:YINC . ..a ",; ..tT' 1'.0. COlC _co IA;I C:A~:~:)I~;O. 'ALl,.. .:.&0: T.Ul."",~ 1714' O~','G74 \ i : ' .~.lI,E.. COr: roll:.. 'I.\.C.,~,1';" ~'..~..."'" . , -' ~ ,'. ~... . , \ /: \\ ,~~bj~ct to a 'Yr i ~ i Porty "'ell, t g QSr"ec:m<::n+'~., I ~'~~,}.~5''31'E.!J~11.1\ _'""":.,i i:."" '".,.,-" '-::::'~ ;j'-,' \ ~.~:.>' . ~. ~~ L li :~..~'l~~' J ';\.~11 tk'-: j " I "'( , ' . ~. .~' 'ElF .' ~ "',...'; ~LD(j. ,tif aU - '~" :J"' / j-: ;Q ~ :',}," ; 'J~ ~ u .' ~ .,1 ~_ .S~ ~ '/. C' ~~; - ('J.J 1J.J '.':l1PltT " .. 3. , , ,:t C:~~ ~~~ .~ ,I f , 4J :0 1: ('-I. ,J ~ .._ :m-I:;;,c;"" 01.:;;' :"I~"~~ ~ ,\ ,..; ';<'~';l'C:;C", "; ..-- 10 ~.,' J::' ", : lf~; ,', ;~\, .~rl~.\7.j SIST' ~. \ 1.. I ' I ,,;~ GLDC::, "p." : : ;:: . ..t: '. ;;? ",". .....to . ... ~ ':,: .,<"," i'l 41.'l';' 'b ',' ! .~~,<''''., 'j' .! ';r:;: ~.. . f / , , 1/ "1"" ~....' ,....7\ , ): ~. ;,. o !~, -",.l . i BOOK '7580 PAGf 429 ,@ ~,,1e, I"~ ;;0' Jan,', \':>"10 f.e"I~~ :",:"1\ 'loti :;-:0 PL!~\ 5HO'HlliG cU1Ll)iiiC::, ":-\.? "J" ttn1:!.~1. tIl'i P~OJEi.1 m,;,. I\Q,\ nUF, 11,'1~ {or rtE.o=."e.LO?:"'\'E.~.i __;~;,.~,_;:''':'_..:;;:.l~,:: 6 1< :: . . . ~ .. \ , , 1 LEGA jESCRIPTION OF DEVELOrKR PARCELS c. o \ 4 r . ~ . 1 () BOOK 7580 p~GE430 * I , , , ., .' , o . BOOK 7580 PAGE431 , M^LL 2'!TJ!.~J,s:ITY PRQJ~:CT .^.ru:^ NO. I, (;M.lfORNli\ R-79 All thot rc." p;oporty In'tho CIlI of Sun B~rnord;no, Counly of Sil~ Bornorcllno, Stutc of C\lllfornia I dcscrHh~dt ::;: Thol portion 0: Blocks 11,12,2 and :2, CITY OfS^N BERNi\RDINO, ao 'or Map rccorried in Book 7, page of Maps in the Office oE the Recorder or lid Cou:;~y, er.J that j"iorUon of "3:p",,"F" and "G" Streets, a.z vilcatcd by said Colty vf San Bernllrdif'lc p~r Resoluticn No. 9574 recorded December 19 f 2963 !:'. ;'.::ok 7150, page 9~" Official Records of said County and ?esolullon No. 93. i j'ecorcled i\U<;;U5 t 20, 1968 In Spa;' 7080, page' 517, Official Records of so 1<1 County, c::::;c:ibc-; as foHm'/s: Commencing at the Ncrthce.st co:ner of 'said Block 12; thence Harth 89057'05" West along the Xorth line f)t 5t:.id Siock 12, a dIstance of 127.00 fe-:::~. :;l~nce Nor.th 0"':'2155' l::ast 39 .92 iec~to the TRUE POINT OF BEGINNING; th~nce Nort!1 890S7'C~," West 100.17 fe~t; th~:1ce South 0002'55" 'Nest 40.00 feet to ?o:~,t "AU; ~h':'jlC; Nor~:. 39<157'05" V/cs~ i53.42 fect; . thence South 0002'$5" V.fest 11.83 feet; L_1ce Nc:th E9057'CS" V/e-:.:. 4.25 fe.::!t; t:lcnca Scuth 0002' 55 'i Wcs t 53.56 fcat; . thence South 890$1'05" East 1.17 :':''1lt; thence South 0"02'S;~ West 11. 61 teet; thence South 8!:,,057~'>" East 2.83 feet; th~nce South 0002' ~ 5" Vle!;t 33.17 feet; te..nce North 89"57'05" West 3S. 00 reel; "th-:".ce North 0002'S5" East 3:.17 feet; thence South 89057'OS" East 6.00 fc~t to Polnt. "3"; thence Nor~h 0002'5~" =:as: 157.00 feet; the:1ce No.th 39057'05" Viest .;eO.75 feet; thence South 0002 '55" \Vest 11.63 feet; thence No~h 83057'':15'' Vies: 4.25 fee~; thence 3cut;.. 0002'55" 'tIes: 73.56 feet; th<':'.c,: S~t:t:' 39057'05." East 1.17 feet; ;'-:ence S0U:;' oe02'55" \Vest 11.61 feat; .. J EXHIBIT 0-3 '. l 1 "t '":1 t ;:-: ",~,.,.~.< '-'-"- --- --- '--1 . 1 . I , < } BOOK 7580 ~d32 , ."1'.. .~..... ': . " . ',', ':'. , " , -2- '" .' , thonc~ ~outh 89'57~5" East 2.83 Jeet; thence South O'02'~5' West 60.00 :feet; thenc~ South,89'57'OS" 1;"st 2. JO f~.t; thence South 0'0'2'55' West 33.17 feet; thence N~rth 8'''57'05''West 35.00 f"et; thence North 0'02'55" East 93.17 feet; , thence South 89'57'05" East 4.00 feet to ,~~ln\ "C..;' the',;~ North 0',02'55" East 186.67 feet to Polnt:D"; thence Svuth 89'57''';'' Eaot 153.4 f~.~; . thence North 0'02'55" East 11.83 feet; thence South 89'57'05" East 4.25 feet; thence North 0'02'55" East 66.17 feet; thence North 89',7'05" West 3.33 feet; thence North 0'02':;5" East 39.00 feet; thence North 89'57'05" West 0.67 foot: thence North 0'02'55" East 33. 17'feet; thence South 89'57'05" East 21.50 feet; thence North O'02'55":East 6.5:) fec'; thence South 8a'57'~5" East 18.00 feet; thej'!cc ~uuth 0002.'55" IVlest 39.67 feet. the~ee North 8:)'57'051 West 10.50 feet to PoInt "E"; theneo South 0'02'55" West 157 .00foet; t::ence South €9 os 7 'OS" I:dst 4..,0. 7S feet; ,thence North O'OZ'55' Ea"t 11.83 feet; thence South 89'57'O'i' East 4.25 feet; thence North O'02'5S'~E3St 111.56 ieet; thence North 89'57'05 West ..17 feet; thence North 0'02'55" East 11.61 feet; t~~ence Nor~~1 ~~oS7'OS" West 2.83 feet: tnence f\:ort~: ~ cv2i 55" East 29.11 feet;. thence Nort;, S9'S~'05" West 92.50 feet; thence Nort,~ 0002 ',:-;5 "nEast 3C. 54 feet; thence South 89'51'05:' East 140,30 feet; thence South 0"02.55' . ..H 30.5'; feet; thence North 8905"05" '.,Vest 15.00 leet; ther":! Sou~h 0"02',,5': ....'est 29.17 feet; thene. No:th 89'S 'OS" West 4.00 feet to PoInt "F"; t~~nce South 0.02 SO: \Vest 134.29 feet; tc.ence South 89'S Or East 5.50 feet. thenc~ South 0.02 Sjl\Vest 0.71 foot; ~her.co SO<lth 89 '5 Or Eas~.12~. 89 feet. 1 . '. .1 i I E \ . ~ I j i I ~ I i : ~ .,~ -1 I ~ . ~ ~ ! f . ~ - ~ .' ~. i. . Boo;7580 PAct 433 ~ to a Une that bears North 0.11'09' West Crom a point on the South Unc 0( said Block 21 that Is North 8q .57' OS" West 98.60 feet from the Southe"s t Corner of saId Blocl< 21; then ,South 0.11'09" East 7.08 leet to said ~outh Une or Block 21: thence or.lh 89.57'05" West along saId Sout" line 28;25 feet to a Une that lor. North 0.02'55" East [rom the TRUE POINT OF BEGINNING; thence outll 0.02'55" West 42.58 [cet to the TRUE POINT OF BEGINNING. " ~ j ~ 1 1 " j i ( I 1 I , I " ri i \ ; , '-3 - l J . . " ! , . l I I \ .I I I " 1 r . , ~ J of. ..' "L I 1 i I I 1 , 'i ; \ , ..... ': ~." '. . , . " . ' ,........~";". k ~., ;",1 1'0"1"'"1... 6'...,.':-1;.6 ' 1.1:", ,..\ . ~~>=;({. . ..~...~~~tC:UtWLlj11J- \~ .~......"... ~ 7580 M434 f't.AH"I"~ . "::7"'- ~Hal"l!!I'UHQ . SUnnYINO aRa , aT":'frT' . ".0. I!IOX ..0 .AN a1:ltNAllalHO, CALI,., .2Aoa ,.....,:,.."M. (TIA' .~:J..sO"A July 21, 1970 Revised October 26, 1970 ~Q LEGAL DESCllIPTION FOR THE REDEVELOPMENT AGENCY 0r TilL CITY or SAN BERNARDINO , , .~- MALL PARKING AREA CENTRAL CITY PROJECT Ai\EA NO. I, CAUroRNIA R-79 \ .' All that real property In the C1ly of San f\ernardino, County of San Bernardino, State of Callfornla, described as: '.,., That portion of Blocks 10,11,12,21 and 23, CITY or SAN. BERNARDINO, as per Map recorded In Book 1, page I Maps In the Office of the Recorder of said County, and that portion of "3 ('F" and "G" Streets as vacated by said City of San Bernardino per Resoluti.:fn 'Ii. 9574, recorded December 19,1968 In Book 7150, Page 326, and Rcso''$t n No. 9351, recorded August 20, 1968 In Book 7080, Page 517, Official Rf ds of said County, described as iollows: Beginning at a point on the NCltt~ li~e of said Bloc% 21 that Is North 89'55'37" West 150.00 feet from the Northeasi. corner of said Block 2.1; thence along the South line of "4th" Street; and alonfsald North lIne,of Block 21; and along the Easterly lines of the: "3d" to "4th"; and '''G'' to "H" connec:or streets; and along th~ North line of "2nd" Street as described In those certain deeds to the CIty, of San Bernard Ino recorded :!ov""bcr 5 i 1970 if, Book 7549, Page as, and July 17, 1969 in Book 7263, Page B=15, Official Records of said County, the follOWing courses: \ i ! ~ South 45'04'23" West 11.31 feet; thence North 89055'37" West 281.52 feet~ the:'lce North ~.:to5.3'37",West 11.31 feet; thence North 89'55'37" w..t 150.00 feet; thence South Bl'17'41,,'WFst 83.46 feet; thence North B9.54'34" \'kst 283.24 feet; thence South B5.20'19". West'141,84 feet: thence North 89.54'34".West 213.80 feet; thence North 89';8'00" West 41.27 feet; thence along a ter.~ent curve concave Southeasterly with a radius of 255.00 feet through a 'central angle :>f 51'02'00" a distance of 227.13 feet; thence South 39'00'00" West 461. 68 feet; thence a long a tar-gent ClJrve c~ncave Easterly with a rad lus of 2IJ, 00 feetthrou1h a centrel angle of 85'12'00" a dlsta"ce of 29.74 feet; thence South 4601Z'OQ" Ea:;t 643.92 feet: thenc~ along a tangent curve concave Southweste:Iy , i EXHl5lT 8,,3 l Legal Descrlptlon Redevelopment Agency of the City 0 Bcrnordlno ~all Parking Area Central City Project A'ea No. Arrowhe arh BOOK 7580 Pl~E435 &~tn"'ll"'l- ' Page 2 . ............ . al , . fl.-79 with a radius o[ 345.00 feet threu')I, central angle o[ 46'14'42" a distance o[ 278.46 [eet; thence South 0"02'42". est 38.86 feet; thence along a tangent curve concilve Northeasterly with a -adlus ol 20.00 Ceet through e central dogIe or 90'07'34"" dlstonce of 31.46 feet; thence North 89'55'08" East 616,68 feet; thence continuing atong said North line of 2nd" Street per said deed to the City of San Bernardino and along the Easterly pI )long,ltLon of said North Une, North 8904.7' 12" East 620.51 (eet to the bcglnnlnC] o. (\ tanlJcnt curve concave Northwc'sterly wtth a radius of 20.00 feet. sale curve I also langent to thc~ [:oJsl lloe of said Block 12; thence Northeasterly a long said tatl cnll curve through a central" angle of 89 "49' 37" I J a distance of 31.36 fcet to sold La', lI..e; thence North 0'02'25" West along sold East line 232,66 feet to a polr,t that 15 South 0"02'25" East 321.08 leetlrom the Northeast corner of suid Block 17; thence North 89057'Q5" West 127.18 feet: thence ~lorth 0"02'55" East J14.67 leet; th"nc. North 89"57'05" West 100.50 feet to a point that Is South 0'02'55" West r6.33 feet from that certain point designated Point "A" in the bounddry describe..... in deed to the Redr.velopment Agency of the City of San Bernardino recorded July 9, 1969 In Book 7264, Page 766, Olllclal Records o[ said County, said boundary herelM[ter relerred to as "Mall boundar""; thence North a'OZ'55" East 89.33 leet to a point that Is South 0'02'55" West' 117. PO leet [rcm sa id Point" A"; thence North 89'57' OS" Wes t 153.67 leet to said "Mall boundary"; thence along; said "Mall boundary" the following courses: South 0"OZ'5j5"~W,e5t 33.17 feet; thence . North 89',7' ;i;' tlest 35.00 leet; thence North 0002'5: ':East 33.17 feet to a point that is North 80057'05" West 6.0a fcet from Poi "3." in said "Meidl boundary"; thence leavlnrJ . saId "Mall boundary", 1'orth 89'S). 05":West 473.00 leet to said "Mall boundary"; thence along said "Mall boundary"~the following courses: South 0"OZ'5t" '1lest 33.17 feet; thence North 89'57' S" ~Vest 35.00 feet; thence' North 0"02'5 " .:,5t 91.17 feet; thence leaving said "Mall boundary" North 89"57'05" West 2~' .J3 feet; theoce North 0"02'55" East 118.00 feet; thence SO'Jth 89057''J5'' East '. ,:33 !eet: thence North !:)Q02'S5" East ISD.ClO feet; thence South 89057'1)5" East -.\..::10 !e~t to a llne that bears North 00')2'55" East !rom said Peint "C"; thence ='cr:'l.0002'55" East 7 ,67 !eet to a point that is North 0"02'55" East 117.00 feet lr?" point "D" In said "Mall boundary"; thence South 89057'05" East 151.67 f~~t tt: said "Mall boundary"; thence alol')g said tiMall boundary" the !oIlo'lIing CO'JrsesJ North 0"02'55" East 33.17 feet; thence South 89'57'05. East 21.50 leet; thence North 0'02'55" Eust 6.50 leet; thence South 89'57'05" East 18.00 [eet~ thence leavIng said E~H8lT B-3 . "_u.__ H_. p__" __.n~ .---.--...-.-" ...~ .,' ,........ ..... '. i r " ! ! I' , . I I , ! i ~ t I , ! r ~ V;gal Description Redevelopment A\lency of the C Itlj 01 San Bcrn<:lrdlno Mall Purklng Area \.lentral CUy Project Area No. Arrowhca{1:-:.eCOK 7580 ~~GE436 <,/"cln:!e'llll'l- Page 3 .~......... l.,callf. R-79 1 ' "Mall boundary" South 89.57'0:''' Ea;'t 2.17 feet; thence North 0.02'55" East , 187.33 feet; thence South 8~.57'()5" ~ast 171.50 rect; thence North 29.24'20" East 12.24 feet; thence South 01'57'05" Eact 2.50 feet; thence South 0.02'55" West 10.67 feet to the Casterly I'folongallon of that certain course herein recited as ';South 89.57'05" C",I~'171.50 feet"; thence Sout~ B9.57'0~" Cast along sold prolongation 50.00 (e, ; the no, South 0'02'55" West 249.00 feet; thence South 89.57'05" East 23B. 3 (eet to said "Mall boundary,"; thence along said "Mall boundary" the followln courses: North 0.OZ'5S" 'Cast 29.17, feet; thence North 89.57'05" West 9Z.50 reet; thence North O'OZ'S5" Cast 30.54 (eet; thence South 89'57'05" Cast 140,50 reet; thence South 0.02'~S" West 30.54 (cet; thence , North B9'5~7,I05" West 15,00 reet; thence , South O"OZ' 5" We,t 29.17 feet to a point that Is South 89.57'05" East 4.00 feet from P lt'T' In sold "Mall boundary"; thence feaving said "Mall boundary" South 69'S OS" East llZ.91 reet to the Westerly boundary of that certain parcel described belu...: as "Andreson Building Parcel"; thence North 34017'10" West alollg said \Vcst~rly bouncary 7,19 feet to th~ N'Jrth line of said parcel; thence North 89051'23" E~st.;along said North line 113.85 feet to the. East line of said Block Zl; thenco N.;rth O'04'ZO" West along said E.st line 25.00 feet to a point that is South Or04'20" East 4Z~.9Z feet from said Northeast corner of Block Zl; thence North 39'57'05" West 79.15 feet; thence North O'n'55" East 96.77 feet; thence South 89"57'35" East 78.95 feet to a point ,on said Cast line of Block Zl that Is South a'o~'zo" East 3Z7.1S feet from said Northeast " corner of Block Zl; thence ~;orth 1"'''0;4'ZO'' West 53.00 feet to a point that Is South 0.04'ZO" East 274.15 feet or~ said Northeast corner of Block Zl; thence North 89.57'05" West 8Z.59 feN th'ence North O'OZ'55" East 174.18 feet to a !Ine parallel with and distant I 0.00 feet Southerly, measured along said East line, from said North line o.,Blo("k 21; thence North 89055'37" \\'est alo:1.g said parallel line 67e19 feet to t.~lJ West line of lot 8 in saId Block 21; thence North 0'03'10" West along said V'est line 100.00 (eet to the North line or said Block 21; thence North B9.55'37' West 0.6Z foot to the point of Beginning '" '\ EXCEPTING THEREFRO,-r the iollc Commencing at t~at cert boundary"; thence "orth O"OZ'S5 boundary"; thence continuing N' 89"57'05" East 4.67 feet to the 'tng described parcel: point designated Poi:'lt "e" in said "Mall East 186.67 feet to point "D" In said "Mall. h 0.32'55" East 363.6Z feet; thence South t'E POINT OF BEGINNING; ,; EXH'IBlT 3-3 , " ~ ,..r Legal Descrlpllon Redevelopment I\qr:!ncy of the City of ::;.)n BcrnMd lno Mall Parking Area Central City Project Area No. I. CaliLR-79 A h ~O~ 7580 PAGE 4311 rrow car,.-=> Gn~irtvJtln'l- Page 4 ............ [ ___, thence North B9'~?,05" West B'1.00 feet: thence North 0.OZ'55" (,,'st ~.~2 feel; thence North BO.57'05" We"t 1~6.33 feet: thence North 0"02'35". r."'!it 19.25 !(.!f~t; thence North 89.57'0'. 'IIest n.33 foot; thence North 0.OZ'55' [.,ot 69.50 feet: thence South 80.57'0: I:aot 16.50 feet; thence North 0.OZ'55' Cdst 19.Z5 feet; thence South 89.57'OS Last 133.00 feet; thence South 0.OZ'55" cst 15.0B feet; thence South 89.57'05 Cast 33,50 feet; thence North 0.OZ'55" Cdst 60.00 feet; thence Sou~h 89.57'O~' ,Edst 81.00 feet; thence South O'OZ'55' cst ~O.OO feet; thence North 89.57' _ West Z4.83 feet; thence South 0.OZ'55 We'st 96.33 feet; thence South 89057'0 tast7.50 feet; thence South 0.07.'5 Vlest Z1.00 feet to the TRUL POINT OF BEGINNING. AlSO EXCEPTI:':G THi:;U:f'R.O!vl the r.t It.'..linq :!c5criLed parcel: Commencing at the Northea -flY terminus of that certain course recited above as "South 3900Q'~0" \Vest 4 ~J>8 fcet"; thence South 39000'00" W~s: along sa id boundary 140. oe feet; t}-(~. . c South 51.00' 00" East 15.00 feet to the TRUE POINT OF BEGtN~;ING; thO :" North 39.00'00" East 11B.08 feet; thence South 51.00'00" East 50.00 .;t; thence North 39'00'00" East 130,17 fect; thence South 51 oJO' O~.. East 7 .l~?'J feet; thence South 39 00'J' 00" West 172.08 feet; thence South 51.00' 00" '"ast 11. 08 feet; thence South 39.00' 00" West 76.17 feet; thence North 51'90")0" West 135.08 feet'to the TRUE POINT OF BEGINNING. SU8JECT TO that ccr:.ain party wall ac;r,occ.1ent recorded August Z7. 1903 In Book. 335, Pa;e 254 o! Deeds in the O~:.cc of thE' Recorder of said County. AlSO SUBJECT TO a., eaSer:1.(';1l [or a Pylon Slgn over and across that portion of said Block 22 dcs::::-~~ed as follo'.vs: Commencing at th~ most Northeasterly corner oC the first described exception above; thcnc~ Nor~h 89057'05" West along the most Northerly line of said exception 53 .GO feet; thenl' North 0.02'55" East 10.04 feet'to the ' TRUE POINT OF BEGWlllNG; thenc. South 89.57'05" East 7.00 feet; thence North 0002'55" East 7 .')0 !2~t to 5 Id South line of 4th Street, being a line parallel with and ci$t~nt 12.75 fej Southerly, measured at right angles. Crom the North I\ne of said 310ck 22; th ,ce North 89.54')4" West along said parallelllne 7.00 fe,,! to a line thAt bears North 0.OZ'55" East from the True Point of Beginnin;; thence So"th 0.OZ'55" West 7 .01 bet to the TRUE POnE OF BEGIN~'I,:G. ' : , ~H13lT B-3 . 'T" . .".."."'.....,..... , . . ,...........,.......,. " J, , r .' A 1 1 BOOK 7580 P~GE438 rroY,'i12Us:-=> ~~::::7:~ '. "" .' . . U~.: "::"l>:~;':~; ~':l{~~' ~~.~: ~ ..4"'". "" j~~"..",.~.~.. _ ~""ulll ,lit.. ...".,. I_ _.... . .."t"}:it.)..-.~~..j.~~~ .";'.'h;r:t~ J :. ~,..~ ',' :-. ,'''.-f'''~'.\.~t,'.. Legal Description Redevelopment Agency of the City of San Bernardino Mall Parking Area Central CIty Project Areo No. I, Co f. R-79 Poge 5 "ANDRES ON BUILDING PARC"L", Beginning at a point on the tost Ilne of said Block 21 thot Is North , 0004.120" Wc~it 148.41 Ccct from the ,sOPthColst corner of said Block 21; thence South 0'04'20" ""st 140.41 feer to s"ld Southeast corner; thence North 89 '57' OS" West "long the SoUlh itne 01 so Id Block 21, a d Is to nee of 98.60 feet; tnence Nonn O'!l'09" W.'st 126.00 [eet; thence North 301'17'10" West 26.67 feet to a Ilne that beoro South 09'51'23" West from the Point of Beginning; thence North 89'51'23 l;ast 113.85 feet to the Point of Beginning. ,. . . ~ \ ~ . . j I .' , . ~ . l. t i , I , , , EXH[SlT B-3 I .,--- - _.. I , i r f ; \ { 1 . I 'I , t , .-.. .... .'. ... . n ~,. t' t. . ,,:~, _ . r '-~,. '. . .. L ,:'~ !' \ , 1 c' , ~ L . ., ,. ',< :!- ~ ~-:.~ LE~~-AESCRIPTION OF AGEl";" PARCELS ( l t ~' t E:mIBIT B- 3 , ) \ BOOK 7580 P~GE 439 ,...., t j . '. I..... :l ~l .~ '1 ! t I ! ; I ; ! r . '. ~,. of ~ :"' ",-.,~.' ~".J .....,rf-' :/...IIf, . ~. .., ~j~' .~:a l- ~,~-- _ ,w,~; "1' '}\'} , -'-l,..?J.' ,,,,~,-.;.r,~...~ ...t~~A.....!:_ . " ,,_ .', '""'I \, .. h . '. .. ~. '""'i"". I'" " I - ,,~....-~. .AI 1 ~'.'.~l ro T.10n.-" ,.t......v.~,;..:? ~,~I.......C( "'&t~ii~CItlll<J. ~.."'.~"'T'." BOOK 7580 PAGE440 '-', .... ~HHIN~ . CIV'L'INQII'l'l&IUHG . .U"\lnIN~ ... r n",.n . P,O. eolC .00 ....N lol:nHA.ftOINO. =ALll". fI:.toa Tn.lr"NON_ C7141 80D.,US'" July 15, 1968 Revised July 11, 1969 Revised July I, 1970 Revised October 19, 1970 LEGAL DESCRIP'i'ION . , FOR THE REDEVELOPMEllTiff:NCY OF THE CITY Or: SIIN BERNARDINO ~,' J ~ CENTRAL CIIT PR_ PARCEL "A" CT AREA NO. I, CALIFORNIA R-79 All that real property In the Clt f,San Bernardino, County of San Bernardino, Sl10te of California, described a a . . i Thllt portion of Blocks 11 and 22 J.ITY OF SAN BERNARDINO, as per Map recorded in Book 7, page 1 of M p{, in the Office of the Recorder of sa id County, and ~:-:at porticn of 1l3rd' itrect as vacated by said City of San Bernardino pe: R!::solc.tic:l. ~o. 9,"" recorded August 20, 1968, in Booi: 7080, page 517, Official Rccor:;.s of sc; j, County, described as rollows: Beginning at t'ne\t ca:-~31n ;l;Jint designated Point "C" in the bouncldr~' described in ci~-ed to ::~e Redevel.op:nent Agency or the City of San Berna:-cino, California, reco:-d~c July 9, 19o~, in 800f: 7264" paqe i6o, Official R<:!ccrds of said Countj"; thence i';v:":~ 89057'05" V.'est 4.00 feet; thence Socth 0"02'55" West 2.00 feet; thence No:::h ~~rS7'0S" West 286.33 feet; thence North 0'02'55" East lIS.00 faet; thej,e South 89'57'05" East 46.33 feet; thence North 0002'55" East l3c.on feel thence South 89Cl57'05" East 2~4.00 :~et to a line that bears r':.::lr:.h ~(I02'S5" East from said ?oint "C"; thence Sou~h 0.02'55" Wes"l. 290.00 fee......o th~ Paint of Beginning. Containlng 73,171 Sc;ua:a ;'aet.. 1 ~ ~ .r " EXHI8IT 8-4 ~ -_..-~-_._._---------- - ..---_. 1 ~ I I , A!;?::""'1 \01::."'1 ... ~1.~) Arroyvl~'~~~ . 'BOO!( 7580 PIG< Ml i ~}\l~tHC{?Jtht(1Q r ~........... "L.AHNINQ~' CIVIL I[NC1N'i:(RINO . 5URVt'I'lHO ... ".TAf:CT . ".0. 110)( elo ....11 aCRH""OIHO, CALI". 02..02 t.....,"o... ('1'1'" 10.,.30'1. '~ 'uly 11. 1969 Re '~ed July I, 1970 Re i".d October 19, 1970 il:GAL DESCRIPTION , roR' THE REDEVELOPMENT A4NCY OF THE CITY OF SAN BE~ARDINO 'rARCEL "0" - CENTRAL CITY PROJt r AREA NO. I, CALIFORNIA R-79 All that real property in the City of San Bernardlno, County of San Bernardino. State of California, described a~,: That portion of Block 23, CITY or SAN BERNARDINO, as per Map recorded in Book 7, Page 1 of Maps, in the Office of the Recorder of said County, des- cribed as follows: Commencing at the Northiostcrly terminus of that certain course recited as "~orth 39"00'00" East 461.68 feet" in the boundary described In deed to said City of Sa" Bernardino recorded July 17, 1969 'In Book 72EQ, Page 835, Official Records of sai" County; thence South 39'00'00" West along said bo%dary 14~.08 fe~t; hence South 51'00'00" East 15.0~ feet to the TRUE POINT OF BEGINN[1>:', ; thence North 39 '00' 00" East 118.08 feet; thence South 51'00'00" E~st 50.00 feet; thence North 39'00'00" East 130.17 feet; thence South 51.00',QG" East 74.00 feet; thence South 39'00'00" West 172.08 feet; ,hence South 51'00'00" East 11. 08 feet; thence So~th 39.00'00" Vlest 76.17 feet; the,r,ce North 51 '00'00" West 135.08 feet to the TRUE POINT OF 8EG[:-I~iIl\G. Containing 2S ,119 Square Feet. ~ \: '.' ,- ,i ;. ~ . , j '1 I 1 ) I I I I .~XHI3IT 8-4 ._______.____ ____u___ ...---------. r ; -.J j \ I \ b . , LEGA.t.~SCRIPTION OF WARD' i~RCE~ ,~ .1 I ~ t r. EXHIBIT B-4 u bOOK 7580 PAGE442 -. ir'~ :j ~ , l I 1 ~, :l , i ~l , ~ i' , I 1 , ." ....... '..~ _ _~^ ...~~MF. _.~ ,,~ 'l ,:"._-~ " hOOK 7580 PAGEM3 '1 .. h ...' P'L.AH"'INO . ... ~ f. UH T' I\'ll. ltHOlHltltlllllNQ .. eU"VC'l'IHO Il:IET ".0. .ox ..0 "UlAI'IDINO, C"'l..'''. eaAO.l "0"1: ("IA) ODfI.S.7. , : . :...; ;..~ " I ','.:'r.', .1 ~ - , _April 6, 1970 LEGAL DESCRIPTION I FOR THE REDEVELOPMr.NT AGlrcy OF THE CITY OF SAN BERNARDINO REVISED HARm' COMPANY PARCEL , CENTRAL CITY PROJECT MEA NO. I, CALIfORNIA R-79 All that real property In the City 0\ San Bernardino, County of San Bernardino, State of ,California, described as: , That portion of Block lZ, CITY or SAN BERNARDINO, as per Map recorded In Book 7, page I of Ma ps In the \l)ffice of the Recorder of sa id County, , " anc that portion of "3rd" Street a, vacated by said City of San Bernardino per Resolution No, 9574 recordedjecel'1ber 19, 1968 In Book 7150, page 9Z6, OWclal Records of said Cou 1', described as follows: . Beginning at toe Northeast rner of said Block 12; thence North 89057'05" West along the North I . of said Block IZ, a distance of lZ7.00 feet; thence North 0"02'55" East;:t- .9~ feet to a point in the bounrlary described In deed to the Redeveiop",er.t Agency of the City of San Bernardino recorded July 9, '1969 In Book 7Z04" page 766, Official Records of said CountYi thence along said boundar,! the following courses: North 89057'OSJ West 100.17 feet; thence . South 000Z'55 ~We~t 40.00 feet; thence leaving said boundary and contln'ling South ~00Z'55" West.206.33 feet; thence South a9057'~5" East parallel with said North line 100.50 feet; thence South 000Z'55" West 114.67 feet; tho nee South 89057'05" East 127.18 feet to a point on the ~ast line of said Block 12 that Is South 000Z'Z5" East 3Z1.08 feet from said Northeast Corner; thence North 000Z'25" West 3Z1.08 feet to the Point of Beginning. Containing 65,494 Square Feet. , .. ~filBlT "8-5" .,. I : l~ , 'j ~ a__"'q' I t ~ I 1- ~ f LEGAL DESCRIPTION OF IlARl\IS PARCELS I I , I I' 1 r ~ 1 J 1 t y;. ~l 1 . ~ E:0UBIT B- 5 'd .:f ',\ 1 'I BOOK 7580 PAGE444 R.]0-27-70 c I ) ~l~I"~ CGGK '7580 PlGt: 445 CENTI\M CITY MALL SAN BERNit! INO. CALIFORNIA r I SIG {kITERII\ These criteria havc;,.bccn established to assure an vut- 1\ standing Shopping Contnr nt~, for the mutual benefit of all Jc~U pants. Conformance will lJr '::;trictly enforced and any installed nonconforming sign must bc;brought into conformance at the solc~ expense of the Occupant cFbcting the same. The Project Architpct shall administer and interpret thc!;c criteria but shall nOt be empowered to authorize any depart- therefr.om. t Sign ures A. GENERA~ REQUIREMENTS - ALL OCCUPANTS , Each Occupai1t sl\illl submit or cause to be submitted to the Proj~ct Archi.~ct for approval before fabrication, not less than four ~'copies of detailed drawings indi- cating the location, si~e, layout, design, materials an~ color of the propos~ sign, including all lettering and graphics. Such ura~ ng5 shall be submitted concurrently with sufficient arc tectural drawings to show the exact relationship with t~ store design. 2. Each Occupant ! ~ I obtain ~nd pay for all permits, approvals, installat and maintenance. 3. Each Occupant s of all requirements '1 be respon~iblc for fulfillment f th~s~ Sign criteria. 4. No Occupant sha affix or maintain upon any glass or ot~er material on he Mall storefront or upon the ex- terior walls of the ~ ilding any signs unless it shall first have received the written approval of the Project Archite~t. B. GENERAL SPECIFICATIO!<JS - ALL OCCUPANTS 1. Painted lettering will not be permitted, except as specified under Article F-2-A8 hereof. 2. No animated, mitted. fl'thing , or audible signs will be per- , , \ t"" " Page 1. R.1Q-27-70 R.l2-8-70 ( i () . BOOK 7580 rm 446 t 3. No exposed illuminated tubing or lamps will be permitted. 4. No exposed raceways, crossovers, conduit, con- ductors, transformers or cabinets will be permitted. 5. No manufactu:erls or approval agenci~s' labels ex~s~d to public vi~w will be permitted. 6.' No pylon or po~' signs will be permitted. except a Shopping center iden~ttfication sign at the discretion of Developer, the Penne~ TEA pylon sign in the location sh~wn on E:,:hibit D, and a r mwar (Wards) TBA pylon sign within Monwar parcel O. C. 7. ^11 signs shall lear the UL label, and their installation shall c 'ply with all local building and electrical c~des 8. Electrical ser.ir- ~O 311 signs shall be on the respective occupant'~ ~~ectrical system. CO~.' ,'RUCTION REQU (KJ;lTS - ALl, OCCUPANTS 1, All signs. :'Ol~., fastanings and clips shall be of hot-dipped gaiva....zed iron, stainless steel, alt::n- inum, brass or bron.:e:. No black iron materials of any type will be permit)d. 2~ All exterior s ns or letters exposed to the weather s~all be mounted 3/ " from the wall surface to which they are ~pplied to permit proper drainage of dirt and water. 3. Location cf al; opp.~ings in building walls for con- duit and sleeves sh~ll be 'Show::'), on the drawings submit- ted to the rroject i!rchitect for appr..wal, and instal- lation shall confort with the approved drawings. 4. ~ll penetrations of any building structure sh~ll be neatly sealed to a watertight condition. , Ea~h Occupant or. its sign concractor shall be r~=pon- sible for and shal~ repai~ any damage to any work caused by . ts work. ' ! 1 6. ance Each Occupant shall be responsible of its sign lIntractor. for the perform- " " 1 ! 1 t t -- - - ... :. 1 r , -.---.. .~ H: . , - 1(.10-27-70 R.1l-4-70 F."f ?- 70 ~;. I' U') IlOOK7580 PA,E447 D. DE3IG:: ~ ~:.a::;rs - hLL OCCllr7\~ITS 1. NI' siC;Jns on sp~'iul backgrcunds shall be inslall,'d. 2. No signs fronlnge will 3. No signs ing ro~r. ~. 4. !~n Sinn. 01' ..ni .porlion tr.'!rc~[ ';hall pr.ojC~L lJ'ovc. the pUrnpl..:~ or lop )[ wall to ...,hlch it is affixed. DJ::P1\RT:.tl~;:1' ~.T~ pcrpJm.1icula.r to the buildinC] or HZlll be pe:r;lnitLc'J. will ~~ pcr;ittcd , on nny canopy or ......11;.. .... The provisions of this ExhibiL C, except as othcrwL.;c C' pressly p:..ovided i~"! this Exhibit C, shall not be (]FPli-:,J.JJlc to the identificat n signs of t-1on\..'t1r (\"lards), Penney r-r Harri~, it bf!ing u dPT:=it.o<::n ~f"I("l "''1~r;>....ti th;:il,t the~"" 0--,~'.!.");:jn'-~; may have thcir'usu~l identificaL~~n signs on th~ir b~l1din9s, as the same c):ist C:1' similar bnildi!"1.gs operated by them in Southern C'aliforni~1 from time \,;,0 time, inclucHng Enclo5~-:l ~~al1 . entrance signs \-lh iJ: I may be similar to those of the same Occu- pants ~hich are loc?teC in other Enclosed Mall shopping centers in Southern cnlifornia; pro\'ided, however, there shall be no r )oL top signs or signs which are flashing, moving or audible. with re!:l'~ct to the TBAs the provi~ions of Sectio!ls B (cxcert B-5) I D-2 and 0-3 of this Exhibit C shall be applicable. For the p~r- poses of this Scct~ n E the Harris sign attached to th~ elevator p"ntho'-.;:c shall not bcconsic1ercc: 2 roof top sign. F. Dl':SIGN REQUB.E:.1E~'T;:, Interior tia 11 5 ian~ HALL OCCUPAo,TS 'IA) Lo(>:tion. SJj~~ Q~d Type . I u~aot will be permitted one sign 'exception that ~n Occupant ~~ont- 'nll::re Halls, courts or arcades wil ~ one sign e~~h front. 1. Each 9c only with t lng on t\JO be permitte t ;. 2. Signs shall be located within the storefront opc:1.i:-ag only. i j , ~ I ,3. Signs shall have C:1e line only an'" shall ha\:"' a centerline exactly Ie I - 6" above t' fi'.' ''lee.;. Mall floor. 4. signs shi'll be parallel to the :' - -- :.::ont and shall project not more than 4" b' :".' the st~rcfront lea~e line. 5. sign, ~hal1 be of the following si=~: (a; In length, not mo!'e th?~ twc-thircs of the fjvcrall lC:"!3~ frontas.:: (met;~urec.l, in u strai<",ht line without recez, ~s) nor less th~n 3' from any n~arezt ai lac~~t lease line. 1 ! ~aO'c 3. ~;...-~~ " ( . f t ~ ",~..-i4' 'H' t, bflOK 7580 rw 448 ' " f . i I . I ;., (b) If "r a,-l capitals, sign height sh; cl be exactly 14". If of capitals and lower. cas~, c<lpitals shall be exactly 16" ....15 i:. the lower Ctl:::;c letters proportionate thereto. 6. Signs shall be individually mounteJ letters. No ~~J:iiJL ..ill be illlo\"CU, except that \.lhcrc the Occupant roilY have an estilblinhcd, publicly rcc~~- nizcd "10go" or store SilJnilture, ~;uch may be used; provided, howJ"cr, that such sirJnature "hall con- form with all thcr re::quiremcnts of U', "Sign criteria. " 7. Occupant sh. 1 display their established trad~ names only. additional advertising will be per- mitted, i.e., "Discount sales," "Quality Shoes," liMen IS Wear," etc. or miscellaneous brand names included in their operation. . 8. Each Occupant may place on each storefront, within the glass area, gold or silver leaf letter- ing not to exceed 2" in height nor more than 144 square in~hes, indicating hours of business, emer- gency telephone numbers, etc. ! 9. No edvertising placards, banners, pennants, insignias or tradcm<lrks or other descriptive material shall be affixed or maintained upon the storefront.4 10. No signs will be permitted to be displayed in show window space without the approval of the Developer or hi~ nppoinLcd agent. construction (n) 1. Signs s ifications s conform with details and spec- on She::;t SC-l. 2. No sign reverse chan and ::ace. 1a11 be permitted other than ~.construction with opaque sides ., 3. Illu~in~,ion is optional, but back-lighting only may be ~eC. 4. Finish shall be high-glos~, baked enamel of a color selec~ed from the palette of twelve colors to be pru~idcd. However, if a definite color may be identifletWith an established, publicly recog- nized "logo" r signature, such other color may be applied provo cd Inaterial and application conform with all othr~ require~nnts of these Sign criteria. " - " " J E)1r:r:J:T C Page 4. '-1 . , i -.-,.....-...-....'...... -,-..-,.., .-. rrr '; --.,_. '._--~ . Jtf '~"""""311t ,-- .-. -- --.......~"...-_. - --_. r'~ o (.i I , BOOK 7580 f~G~ 44!J G. MISCELIJ\NEOUS 1. Each Occupant wh~has a non-customer door for receiving merc~andisc ~hall stencil its name and address on the door in 2" high block letters. Where the door may serve nrC;.e than one Occupant, each name and address shall J,,,.pplied . Letters shall be of th" l"tt"r face s~wn"on Sh"et SC-2 attached hereto and shall b" appr4illl~telY 4' -6" abov" the floor. 2. Each Occup~nL m4y instal l on th" Mall front th" numbers only for the street address in the cxnct 10ca- Hon stipulated by t. .. project Archite",t. Letters shall be 4_1/211 high4 ;.tten I s t'Executive" with man- ufacturer's standard " ite finish. ., H. ADMINISTRATION In the event any C'flict of opinion between the Occu- pant and the proje Architect as to the application of the Design crit ia cnnnol be satisfactorily re- solved, the projec Architect shall submit the design to Developer, J. Ci{' Penney Company, Inc., Montgomery W~rd & Co., ~ncorp ated and The Harris Company, whose decision shall be i~al and binding upon the Occupart. This shall not be construed by any Occupant as warrant- ing submission of a design which does not conform to the Design Criteria. I. EXCEPTIONS Signs required by luw (i.e., barber pole, bank, etc.) will be permitted, hut only as approved by the project Archi teet. , I t , t. ~ ~Y.lIIDIT C Ptigc S. " ._-':1'-."-'. ~'- ''''. .. ,-. ," ., ':Y- I . ~~~; . I I I 3..1 I ~ ( f 1: ~ '" .. l..- I ., - I \ I I A l . S'.O" min-r 3'.0" min: 1 ~____~___________ I . sign area L____ _________--1 adjacent I,.,:;:: lines .. 7580 ." 41 r .. c 'c ~ b g- ~ E ~ 0 ~ i! ~ neutral strip , +12' storefront --7 , t @I btlcklighting (where occurs),---E reverse ~annellette.. ~ , f . w ~ 1 I ;' " .__.1 ELEVATION IOClltc all tronsformors, conduit, pull boxes, etc. this area. no bolts, screws, connectors, etc. shall be visible on exterior of storefront. lease line SE.CTION I .J: ce~terlh .0_, 10 c; ~ cr:~rrp.}\L CIT\' :.1,\LL Sign Criteria :::ht. !'C--l ~'.~-~' -~.. '~::""'-l' a J, "'! r 'r:.'. - ! " f. , , . ~ ! I' l , , ,~ 1 ; . - = --. .. .......,,~..\,- . :"'~~~~:r . I I' I.,) ~" ...... ^ ~. . ~"~"""'- . - 1. . .......- . ....~ ._.. .. .,-g " ( . ( bOOK 7580 P~~f 45J I ~ Univor~ rJ~.. 65 \ I A~] ~ [) [E ~~~1 G ~.~ ~ ~J ~( l ~~fU ~~ (OJ ~Q~~~~CUUVW1~\fZ si [OXC[)J (@<~ f~ ~ ~ ] ~,~ ~ ~n ,,/ Ir~ CJ) LC>>[\J ff'~'~ ~fO ~ ~j~);~ 1/2 . ~ 6)) ~ 61 ~\ ~c7J(5) (Q\ Q' , u cc.~~) -"'J> '=i \Q) (Q) 0 \'0 ~ ~ D 0 .;:- 0 U .=>> n (C) C:::~ cG"" CD~' ~.=~ . I {? U (N7~!J f0. D C ~_'" it ~ I ' ~ . ., I " , , I ~ , CENTRi\L CI1.'Y r.U"\J,L. si9n critcri~ SI,t. sc-.2 I , I I j I I , t I I I I al ." ... ... > 0 0 ... '" ... ... > ... ~ > > r- 0 ~ r- r- n ... ." i ~ ~ '" > '" ~ In I> !!! ~ . >::! Z m ... '" 0 Cl '" f 1(1)" lQ n 81 ;; ",I > r- "I n ... m ," "'I !(l 8 m > ~ :Jl > . '" m > '" 10 .t) Iw ~ '" .... 110 n .... !" I~ > '" "'1 '" .... '" S . '" '" P ill ... ~ 4 , ! , , I . 111M 7580 I'AGE452 .0 m < m I S '" :'"'"~~ ~r>r>2~ :2J""~-l c;;;rntnQO iiiii mmmm -< "'" :a :D > al -c-c Z > :l!:e -c > > '" '" 00 ... .. > Ii Ir- ,> I:: 10 IZ I'" ... r- 8 '" > '" 1m I~ ... o ... > r- a ;: r- 1m l:D G2 CD tD CD ~ CD CD s asCii Ci ti S II~ ~ ~ ~ ~ ~ ~ ~ ~ g g g g g g g Ie.. % Q .,. m C ~ ~ CD ~rr~.i: 3 n ~ ~ L l:li:lw...... '" ~;$;....~....u; I"'.... .. 0 - ... '" .... - '" '" '" .... .... '" I~ ~ ~ ~ ~ ~. ..... ~ ~"8 ~ ~ ~ ~ ~ I'" '11 rs 13 ~ '11 '11 en '11 !I en en '" '11 IP P. . P P P P P P P P P p I" " "TI ." ." .." . "n ." .:t .,. ." ." ." ." ~~~~~~. ~ ~~~~~.~~~ s p.,tl ~t~ '. C.L. TO C.L. .. ----- -. ~ 0. ." H ST. .~ ,> z ---- ;: ~ " 0 e~ :0: ... ~ . " l) 'z ... ... " iQ ~r .. ~ . ~1 ... '", ~ 0\ ... z > Z C > > 1/ 0 '" % .. .. .. .., .. 0 Cl C 0 r- .j '" "' /"~ f 1 r ' J l~rl~ 7580 rAGE453 ,.: . ~ I '. f '\ , ,'IIi' " '" V. 0\" 0_____ !>",,, ~t.v. ----- -' .4' ~ z (l ~ 1 ~ .. ~ . ... z o ... , t \ \ , ' !. \ ,. .. ~ . ... ~ ~<~t~ , _.!"~ ~ lr ~o' t .:.. ~ . : . I , ~. , I ~. t: ,;.. .' l l 1 . _z '0 . If . I I ! i I I g .1 ..iiZ " - : it: I . - . . I ... o BOOl7530 rlGE 454 I . 1 _CLS..L _ VI ... n' 01 ~I , "', .. II ... ... .. 1 p..1 ". " , , tgll -, I. U 0=- I J ~ . . . z o .. 0 " .. ... . . - . .. .. . . . .. co .. 0_ ..... ..... C7J ii . . ,.: 41 .. ,. " o . , I ,w 01 ...~ . ;. " I.. r I- f<- T /.....7 / , /j:" /'1 . / , 700, ~~, '> ..~ "'- ~.~~, o. "'~ "'0,7580 '''E.!S5 ~ 1-. "" " "- -~ t \... "'-, , \ \ ~ .. .. .. " ~ '" j :..,. - + 11S.0~ --+ 1 .. r "'0 " ," - ,~ :.. \ ..~ p~~:: . . ........ ........,,, . "lS7!." ,..u,~".,,~".""'~'~','" : ::<\;, :'2- ~.;~ fil1~ ..r 117'.... Ti. 9~. ~.." n;' , I . 0 c .. ~ .. = 1-,. " J;, lit .. .. .. .. ... -- I~ :,. . . ~- 1- -.." ---- -+ 110' .. J: o z .. ... r " : i . 1ft " .. .. :II ~ 2.11.0' 7.67' .- - .--- a .---- !j I II , -, ........ . ~ . . . . . . 117' ~: ". .. , . ........ -,~P : ::__ I:: m!! g - .. .. .... .~ ~.. ..:: n ~ f , 227.!.:- ~--- -r' -- -- I 1.1.83' '1 ~ i 1 F . -c-. , , ~ - , n '" -j ... ... ST._. Z f .. "., III m ,. 0- m , ('l ... .. 0( r'" 'II m , III I 0 < ~ m I ... n r'" . ... , Z CI' 0 . - - ... m , , -r .U~,2.25 'a r'" ~ Z 0 ". '" )C .. .. ::I: n 0 . r- , - 1ft - ~ z - - .. ... .. 0 1ft 1ft .... ... I I .. I 0 0 " .. .. . J I ~ ~ ... -- -" , . ..- o. . , .... 00 r ~)V// .~ ~ t:', t r' .. ......--, / / .(:'-' ~OOK 7580 rICE 456 ~-- "\,., 6 .d. \\\ ,\<r; I '~301 ~~{f'/l!~_' #,~ I~ \ ., CENTERLINE OF I I Dr- :. I'll :: g '" '" 1ft Z r- Z '" n 0 < r- IS ?l 0 OJ '" .. '" " " " r:l ~ II: '" '" . " r- '" r- .. ... :!! . z 699.:2.5' 1151 .." " .. . I I I: .. . .. - . I L. ;1 .~ I 181.&3' ..r------- , 1S' o o ,. :: .. > .. nOJ .. -'O"z'.' . . Vi :::_ tt; . , 4 ., , ,I j r . ~ .. Cl J: . 321'. - naUT . ,t .1 ........ ~.... ........ .:..:! .. .. IfJ .. ::::::t .re IS "r- " g - '" ...... .. i~~ 117' 2"6' .. ~ - ". 0 t': ~ 0.... .! 40' "" .t. 12.'0" ;:; .0 ~f .;1: I=z; . l nn j~~\ ... II r.=, 1/ ;~ '-t4" ~o ~.. , I -+ I ~:,I", .. I .. .. -I- . n 117 ' .., ~ ~ I, .. n " . .. I .. 0 0 .. .. ..c ~ .. ~.. J "JOK 7580 PAGF 457 .... .. l.~ "0 , ---U. ;I = ';0 U nn ... Z.. 0" Z 0 ~ c' '", 0 ..0 ... n 2' . ... ". .. .. o C '.n 7::J- - o.+- . 't wtqJ', '. \\ \\:\;;\~~~'" l' If /{/ /^ .J../.Ll:I \].. . ,'1J .. /71/7) -+ ,,', : ^~\\\;'-~ ' .. ~ ,,\\ \ ,\ ~. Z ~/.'t";hO /' LI "'Le:.. ..r . : /11/i'llf} -+ ' l: ~~~ \-~) ~, ~,;.\\~<>~ ;: +- I. '" ~ . .. ,. n ~ '44' 's...~' lit o~ o Ng ". 22 .. .. .. \~<~\<,\~ .\ \ .\ . ~ Cl8 .. .. 117' 246' .. .. " + 0 I .. .. .. .. ::t<:::;:: : ..~....... ........... ;;~::::ii'~: ... ... ':1 6 .:. 135:: ~n~nnt.H:.; :::::~:.::::.:: g ~~l~ : :3~ ....... D -+ (\~~\'\n(\\\\\:~\'\.\ \1 " ... ~ ~ '. z g:: ,:..S . 971 . 17.' 140:l I--~ - I " I. i r, ,J31' f, _.14).:~~~___ '" G?" ./ "/I; ;X) fZ1fiLJ ./ 40' 4. 7- .2.50' .. .. -: 10 ::'.' .. . .SO' ;, . .. .. . .. ~ -" ~ .. 0 aO ~... F; .. s' '9'.23' I ~: nn I I....-! I ZZ I ,..... I .... r~=" JlL I ..- - "'"\. I ~~ t-..--- ... .. ~ '" o J :i '\ I I ---1 i , AT OIADI L--. .' U"I. llyn MIODLI Llvn LOW.I LIYIL TOTAL ~ !. sECTIO"lT U PARKING STRUCTURE , " I - - --1 , I - ----..-. I~ 10, ----l I i j j i I: I: ! w.. i i I ! '. I~ .. .. ... .. .. '". I ~52 CAIS 369 (AilS 303 CAIS 1124 CAIS [I!l' ' I .. ~ I ~M 7j80JAd58 , Ji , l t~ {, ~, ~~ s"'~ '\. ) ,; , , I, , -.---- \, ~ , A'I; : I ~ 0 .. .. - .. J ~ ~ 0.. Z" I ,04 \: .,. , \0 \'1- .. .~ ~ J I --'!-~-~ I I z o .. ~ . .. ~.O , ." Z~ A .. ~ . .. ~ 1 J / ~. / ~~' ~/ ' ~. ,,/:/ ~: .. ',' I I [ II I IlGGK 7580 PAG! 459 . ! ' I , I , , 'l - .- -- --- - - ------- " , ,/ / I --- !I po.tl \tlO po.,,-o ~,,-tl I'> "''( . f i ~ .. ~. h H nJt.EE1' .-, .-- --f ~r , t-~-- z o ~ > .. > .. .. ., .~ ,. '1 1 \ . . ... .. .:... ~ . .,:t~ll.""-~~}"""''j...,l..'~''~~'"'' . ",- "*':" ,'~.Ii~(".:i'i~""'l ~~'tit-i":r,;, _: I"~' "'~'":"""OJ",., 'I ",tJ, ~ ,.,. ~ ""~ \.:;..,..,."t,. ~ ".;j. ....... . j ..... '. ~ ~ ';l!..~ ... ~~r,,;"" <:.~-j~"'~ J;i!..Jl'\~~;t'i~!Jf., I' t... t' ,;';t:'-- .: '-....... ':0\ '" , ._~.(I i.C.o:I':l~ '.of'~..ft.::..,:;. '~'l!.t." ".l 1', '''\)i .~t.'if. ;.}.~.,...,I. -~~ I ~ i I r g .-~ .., - ; , , I ~!" - _CL1.L . ~ '1 II' ... n' 01 ~I I ...' .. ,. ... ... .. ~ ~;, '. ,- ;.;,'" .i . _I" "~,,\ ~~.~ ';? .....<; ,-tf:...., , " ),,"~ '""-':'''':'~'''''':'''; . " z I , , I I , I I 1- . \ i 1"[",,,7530 rIG! 460 --;--~ / / / ~' ~ [: ", I i I I I" /:, _1'"~.~~._ OUTDooe SAUl I ' 'r- ~\. \ \ '\\ ".\\ ~ .,......... .."..~... .. " " .., /;>.' \\ \\\ ' ; \\~ IC!J;M r I .-.- \~30' I I ~~ I ? I I: ~" J.+ II " .. ;; ~ '. .. ,w .., '. ; , ,--om (' ! , .~ .n . 1 ~ '.t:~:;ft:~..':.:?~~;.;!:.lF'. . l' . ~ . - . .. " ,'i:,:,"~:..~""l :j:"::. _ <I'......,~ \; j111' 1 .':.:;.) ",: ' ,.1 t>1"'1 ~;K"+ r!"',. ," 1 >. ..~..."l. .ll~'''~ .' :i'J" I . l-: '. ~ . ....., . 1 . .. ..~-. r ~ ~.;"~,.' \ (f.j' . ._~r);....,.,....~ ,...., I' ; "",' 'S ,1 ~~~" .J'" ,:.{'~ ~.J/:- ~.-... v ;.\>~.:n4\:.. l;t-;:'l'~--'" "'~."",.'~\ .*/.;-.......- ,'... J"~'" ':.'! :fJ.~" ,'- "; .....r.i' -":f' ,'_'" I ...._ ~...~ "..,..'"i_.1':!'iI~...,l ,,-1'- .l;f'~"""'~l 'cf/'~'''".'., I .. . .,~ """'l.IIJ" ,.', '\"'1 .' . l" _. .. ''r,', ~"a'f ~'. ~ . .. "--+ I.. ... ~ijl .,11" ~.... 0..- n...Z, ..oZ "z. · o .. 0 z" c -.. .. 0- 04 Z.. Z 62' i..J .... ... . zOO . z~ ..0 ..~ z .. . .. . .. 04 .. . .. .. .. ,~..I~ :- ~ . . ~~,. L~_ l'//l ;f!7TF , . . ,,' 117' 1=. , i I ;~ ~. .. ... .. . :L::i:~i::ip'::::::::. !3: :::~ "-,"8 ,"0. _ ,.-, . \1 ~\ \ I 0' ." g 111.1)' ..... \' '. .. . '.9;6~ .. ". 130' CD "," ., l:l I~. I .\ 111 - - .... U.. ..lIII..... .""n_ ---.... , I I: " !J 1 I 1 _______-4 t Ji :. ,- " .. !. -+ I .., t'. I~ III Z " .., 'V lIII ~ "' .. ;la n .. r- oo( m .,. < lIII 0 m ... r- III n .. CI' Z - 0 ... m .. 'V r- )> Z J f ST._ ._-j , ~ I.ff/I (' -r-" L// ~ I /A :: ~ V// .. ., · ;j I t~- ^nK7~~ p~GE452 __.__ ' ~___.-\~ -+..9 :0-- is 13~~\~' ~ fA / .. .. '.. I~- . -;- ';; '~. l. ..... ':- I~ .. ::. I' :tr 17 .. T .. :L '..... -~.... 'Ii . ..I'" ~ . . ... - 01 n '. :!. :. 'n" . "C . . I - ~'. I, 'i ~o: :'n 111.13' ~'" ~ 102' 2" ';4 ~ ~ {, m )C' .' .. :c n .. .. I'" - '" - .. CII' z - - -4 .. .. .. '" '" .... .. I .. .. 0 .. .. .. " , .. t . , i~' -; j-' . CEHTERLI HE OF --- D'I'" I ::: I STun r.~ I ~ r '" '" ... '" < .. ~ '" '" c " " ... In In C '" en ... '" ~ z ; z ~ c o .. In o K .. I'" I'" I I , t.-' -I .~J 'i , ;i '! , 1 ! ~ J Ii J ~ ~ F . . ." . , w. ... , . .... 00 ~ "'.2S' , :::::::::':::..::. .. .. ::::::\ . "I'" C " 117' 2.,1 < . :1 I~- .. . I'. 0 0 1 :1 " Co :r: I~ J A~:~ ~ .. .0' -S~- 0: 115' , u; ..... .. .. . 0 .. RO, .. !1' .. ..~, .. J:ZI J 321' 12 :~) ,. ---- ~ .;. .. .. -~ *' ~, r - ~~k,: ...:: J~ .. ...0 l"'_ J I I 111' .. "1 o . --"'\ . ,,- 0-" .. c~:- 10 ..~O OIl) "'0'" . ~ ~o .__:k .. ~ ,,- ".. ..-,r....>>.. ..OlIn_ Jt...-n J~' ~.. Z" .. iI~ ZO z~ .., -e" BOOI, .. .... ~ , .. ,1D 3' , ~----- ..-.,; ~O,'I ' os' 111.13' 1 ' _ 1'9.13' ....::;::.::. ". N~ P .. . .. .. .. .. Clg t17' 246' .. ~ ,. 0 ;; " ... 0 .. ':' .. '.. , . .. .. 13" t:.. ~:.::::~:~~:~:~. " us: ! .. ," .." I " " .. ~. . o~ " -0 -. ~ ~ .,' '91.22' -+ , . . r ,,' \\",,' "i "" ~~ zz .... ..~ ~.. ~: l; ~ ~o ~- ...nn ,....~ - >z< ~-4n >'" '" I .' '.\ I t " , \: i; I . I I I I I ! ~ .' , ,----1:'; ~4~.2" -=t- ;. -0-"'<' j' - ' PF I'- ~. "" , r' ' 22'j :It'I _'~ 0:. ~: -.\\\ \ I f!I/;~i;/hl , . -+ +~~ ~ ~ II ;//.~ ~ \~>~ ~ .. ~ :II .... i r- 0 . .a.! ~ -- t --.a. i" 65"'~" i lp . " 4 ..~i r.. ' tr-- - I:: r '0 '0 I' t .. ~ I -r . ." , ,.....,., 1r.1' ~,-,..... . \ ~,1 ~...> , . ~...... ~., ,. ' - - " '. ~ ,:;t, ,. '. . ,1 '. . . . 'lIIIilf - ,:r 1_' ". , ' '. .' ;"... r ~ '''!= ~ ....... 4, " -." . it . ......... - -.;. J _.....71 ...f! 1 ~. . ..a:rr ~ ._'~ ~ '.. .f ~ !:,~"...: ,:.' '.. " fl. . !... ~. - - ." ..""" !. . -i , ~: d ~ a . ~ {] . i .. ,"'GD:c;' , ; , o , i BOOK 7580 PA;E 434 EXHlDIT E l'.\RT I STANDARDS OF' MAINTENANCE-ENCLOSED MALL 1. ,t.11 ropers, debris, filth and refuse shnll be r .:loved from th..~ Mall, and tiled or terra?zo areas shall be wn~~~ .1 c;r thoroughly b'..ept ar required. All sweeping and washing shall be at intervals before any store in the adjoining Floor Area shRll he open for business to the public. 2. All trash and rubbish containers located in the Mal~ shall be emptied daily and shall be washed at intervals sufficient to maintain the same in a clean condition. b~' :" ",J':::CY' 3. All landscaping tra!l be properly maintained in acco~u- ance witi: standards of maFtenance, replanting and replacement . . ~t:dscaPing architects and approved All drainage fac ,tes shall be cleaned on n :;chedule ~"J;ficient to maintain al . sf.,er lines in a free-flowing con- dilion and all mechanical ,quipment related to storm and san- recommena~d by the projec itary sewer fucilities s 1 be regularly inspected and kept I;.., in proper working order. 5. All stairways an'~or escalators shall be (a) swept at i . . th \: . 1 d' t' (b)' ntervals to ma~nta~n e:samc ~n a c enn con ~ 10n, ~n- of . spected at regular intervajs and (e) pro~pt~y repaired upon the occurrence of any irr~ularities or worn portions thereof. 6. All glass, in~luding skylights, clerestory window~, plate glass and/or glaSs-et~losed devices shall be cleaned nt intcrvnls sufficient to ma1ntain the same in Q clean condition. , . ., l.~EI'; r. I'C.l9=- ~, I: (I u BOOK 7580 ~GE465 a \ \ I J 7. All surface uti ity facilities servicing the Mall, including, but not by wF of limitation, hose bibbs, standpipes, ~ ' sprinklers and domestic ~ater lines, shall be inspected at reg- / ular intervals and prom?tlt repaired or replaced, aa the occasion may require, upon the occurrence of any defect or malfunctioning. B. . All Mall amenitl'e~, benches, and institutional, direc- traffic and ot~e ~igns shall be inspected at regular tional, intervals, maintained in~a clean n~d attractive surface con- dition and promptly rel~~red or replaced upon the occurrence of any defects or irre!uiarities thereto. 9. All lamps s~all be inspected at regular intervals and all lamps shall be pro~ptly replaced when no longer properly functioning. 10. The improvements on and to the Mall shall be repaired or replaced with materials, apparatus and facilities of quality at least equal to th~ qualit~ of the materials, apparat~s and facilities ~cpaire~ or replaced. 11. The Mall shall be illuminated at least during such hours of darkness as any of the stores in the adjoining Floor Area shaJ.l , be open for business t~ the public and for a rensonable period thereafter in order to;pe~it safe egress from the Floor Area by its users, and shall allO be illuminated during such hours of m~lh~r as will afford reasonable security darkn~ss and in such for the stores. ~ 12. The Parties Sh~. use their best efforts to arrange with local police autho~ties to (a) patrol the Mall at regular .'.. intervals and (b) sUPc~lIre traffic direction at entranc ,5 and ,U EXHI3IT E PClCJC' 2. .' ~." < . I" . .' ........ ~ . ". ,.!. .,.. . I. .'.1 I .' . ',\,. . . . . '. R .11-4- 70 ,-' 'I , \ ( u :.t "I' MOK 7580 P~GE 466 , exits to the Shopping cenl~ during traffic conditions would :!!s~nablY such hours and periods as require such supervision. 13. with respect to all mechanical and electrical facil- ities and systems serving t~e Mall, including, but not by way of limitation, the light~n facilities, vertical transportation facilities, heating, vene' ating and cooling systems, and ac~u- ated ~r manually operated oors, city shall (a) inspect the same at regular intervals, (L) promptly repair the same upon , the occurrence of any fail\1r.e, defect or malfunctioning, and (c) as respects the said heating, ventilating and cooling sys- tems, maintain the same so as to comply with the performance specifications therefor. 14. All surfaces of the Mall which are painted or othe~~isa finished shall be cleaned at regular intervals and repainted or otherwise refinished at least once during every five-year period, and the c~tling o~ ~he Mall sha~l be cleaned and pairted or re!a~nted as necessary, giving ; attention to the areas surrounding the diffusers. , , STANDI\RDS OF W:*Il~l7INCE-PARKING AREI'. The surface of ~h~ ~arkin9 Area and sidewalks 1 ~,!ularly pnrticula~ PART II 1. shall be maintained level, smooth nd evenly covered with the type of sur- facing material o~iginall installed thereon, or such substitute thereof as shall oe in a1 ,rFspects equal thereto in quality, appearance and durability j~"'''' page 3. .:, ,":/'" ,. :'.i .., ' ',~':'" ':.' '. ,: ':. '." I ,',,~ :;.' ','~:,~;,:'''~' . " .......r.. .. - . ~ Ii ,I .' . I -, ~ '). .' ~ _', '1 .. , " '.. '" , .. ,_,._ " .', '.' I . j .4 , ~ . .' , . c , d I - ,- ... , ! I ~ o All trash and " , e. , " r~lish BOOK 7580 PAGE 467 2. containers located in the Parking 'Area shall be emptied daily and shall be washed at intervals suf- ficient to maintain the ~ame in a clean condition. 3. All landscaping shall be properly maintained in accord- ance with standards of main~enance, replanting and replacement recommended by the Project landscaping architects and approved by Agency. 4., All hard-surface~ markings shall be inspected at regular intervals and promptly repainted as the same shall become unsightly or indistinct from wear and tear or other cause. 5. All sewer catch badins shall be cleaned on a schedule . sufficient to maintain all se\.Jer lines in a free-flowing con- dition and all mechanical equipment related to storm and sanitary s~wer facilities shall be ,regularly inspected and kept in proper 6. order. d All asphalt paviJb shall be inspectcd at regular inter- working vals and maintained in a first-class condition. 1. All stairways an~/fr escalators shall be (a) swept and washed at intervals SUffi~i~nt to maintain the same in a clean condition. (b) inspected t.~regUlar intervals .nd (c) promptly repaired upon the occurrE~ of any irregularities or worn por- tions thereofw . 8. All parking facil't~ amenities, benches, and institutional. directional, traffic and ~h~r signs "hall be inspected at regular intervals, maintained in a clean and attractive surface condition and promptly rcp~ircd or replaced upon the occurrence of any d~-Qct or irregularities t~ereto. , E%liIJ3IT E Page <I. f l R .11-4-70 c o L 1 I ._- .--- . ,.- BOOK 7580 PAGE 468 'I 9. All lamps shall and all lamps shall be functioning. 10. The improvement&. n and to the Parking Area shall be linsp~cted at reguiar intervals 1 p,ly replaced when no longer , i. ., repaired or replaced witJ'lo' terials, apparatus and facilities .r. of qua}ity at least equa .0 the quality of the materials, ap- paratus and facilities r or replaced. 11. The parking ~~ea shall be illuminated in such areas as the Parties shall d~te m~e at least during such hours of darkness as any of .the st res shall be open for business to the public and for a re~so~able period thereafter in order to permit safe egress from the Shopping Center by its users, and shall also be illuminated during such hours of darkness and in such manner' as will afford reasonable security for the stores. 12. All Parties shall,use their best efforts to arrange with local police authorides to (a) patrol th.. ?arking Area . . at regular intervals and t') supervise traffic direction at entrances and exits to th~ Shopping center during such hours .. and periods as traffic co~di~ions would rcaonably require such " " .r to supervision. . .~ , ~- o o .L. .. J ,--- I [ ~; BOOK 7580 PAGE469 CENT L CITY MALL RULES ,W.REGULATIONS A. FLOOR AREA 1. The Occupants ! the Developer Enclosed Mall Storeu shall be opon for busineso aily, holidays exoepted, from and " after the dates when they S~~ll respectively originally opon for business at least thos;hours as at least two of the Stores of Penney, Monwar and Barril shall be open for business. All Occupants shall have their Uindow displays, exterior signs and exteri6r advertising displays adequately illuminated continu- ously during such hours as Penney, Monwar and Harris shall illuminate their window dis~lays, exterior signs or exterior advertising displays. The Eoregoing provisions shall be sub- ject, as respects any ss controlled by governmental regu- lations or labor union acts, in its hours of operation to the hours of operation so pI scribed, and shall not apply to Occupants providing financi~l services. ... 2. All Floor Arca~ including vestibules, entrancc~ . . and returns, doors, fixture windows and plate glass shall be maintained in a safe, neat . ~ clean condition. 3. ~l trash, ref e and waste materials shall be regularly removed from the emises of each Occupant of the Shopping Center, and until~removal shall be stored (a) in ade- . J - quate containers, which SU1h containers shall be located so as not to be visibl~ to the g~neral public shopping in the Shopping Center, and (b) so 9S not ~o constitute any health or fire hazard . or nuisance to any occupan1. 4. No portion of the Shopping Center shall be used for lodging purposes. ~ I EX1r; IT F Pago 1. R.1l-4-70 () u .-t- , , I I I BOOK 7580 fAGE -170 . 5. Neither sidfiw~lks nor walkways shall be used to ,I display, store or place fny merchandise, equipment or devieeo. 6. No advertising medium shall be utilized which can be heard or experienced ~utside 01 the Floor Area, including, without limiting the generality of th~ foregoing, flashing lights, searchlights, loud speakers, phonographs, radios or television. . 7. No auction,.' fire, bankr11ptcy, or going-out-of- business sale shall be Inducted in, at, on, or about the Shop- ping Center or any port' n ~r portions thereof. ", 8. No use sha: be made of the Shopping center or any portion or portions the~10f which would (a) violate any law, ord- inance or regulation, Cb)" C:.-!jstitute a nuisance, (e) constitute .- r~ an extrahazardous use, or ~~) violate, suspend or void any pol- icy or policies of insurance on the Stores. 9. Developer shall use its best efforts to require Occupants of the Develop~r Parcels to cause all trucKS servic- i.ng the retail facilities of Developer Parcels to load and un- load prior to the hours oft the Shopping Center opening for bus- iness to the general public~ B. CONDUCT OF PERSONS Agency anc1 city able, as respects the Dc j1 Developer to the extent applic- . , l~per Mall Parcels) do hereby es- tablish the following ru s and regulations for the use of roadways, walkways, Mall., Parki~9 Area, and other. common facilities provided for tlhe use of Permittees: 1. No :?erson zhnll use any road\'lay, walkw:J.Y or Mi'\ll, ey.cept DS a means of egress from or ingress to ar.y Floor Area lXIII.NL..I Page 2. r ..' .. - . . . . ,Co, " .:..,'. ' . '.;','.c~, ;. , . :;' ',I . :, ' :) '. .' ,',:: ,,-, ::','," ... .' ..... .' '.' , \ - , - - ' ~ '" \ '" . . ,I , -. . . . , .. ." . I I , R.1l-4-70 R.1l-30-70 (, () ~ , , r. , BOOK 7580 PAGE 471 , and to Parking Area within; the Shopping center or adjacent public streets. Such use shall bf in an orderly manner. in accordance , with the directional or other signs or guides. Roadways shall not be used at a speed in excess of 20 miles per hour and shall not be used for parking loading or uuloading of or etopping. ~ pa !'-~3enger s . except for the immediate No walkways or Mall shall . ~e used for other than pedestrian travel. 2. No Person shall use any Parking Area, except for the parking of motor vehicles during the period of time such Person or the occupants of such vehicle are customers or bus- iness invitees of the reta;l establishments within the Shopping Center. All motor vehicles shall be parked in an orderly manner within the painted lines defi~ing the individual parking places. During pcnk periods of business activity, limitations may be imposed as to the length~f time for parking use. Such lim- ~ itations may be made in ~~ecified areas. 3. No Person S~ll use any utility area, truck court or other area reserved fdr use in connection with the conduct of business, except for t~e sp~cific purpose for which permis- sion to use such are~ is Jiven. 4.. No employe~ of any business in the Shopping Center shall use any area for motor .vehicle parking, except the area or areas specificaily deS~qn~tl; for employee parking and for the pa~- ticular period o~ time sut use is to be made as determined, or as established by ordinance: r~vided that in order to permit convenient access by customers and buslr',ess invitees to Floor Area within the Shopp:i.nq Center, no orca (s) for employee par~in9 shall be designated within three hundre~ (300) fe~t ol t~e Floor Area of any Party with- out the prior app~oval of such Party, , I ; ?-!-IlIB1T F ~ , ~ . Page 3. ....".....-..:. ~.:. ~ ~. -~"...~.I:~. ..:~~'o~.,'.:~/.I'._. .";~,,' '_ I .- . . [ , , ) , I . . . i '. ., " -. . ~. \ ' . ' , I ~ . " . . I' ." .' . .' . ~ , .- .. J__ -~- . _.. - .... , (I 0 , ,I' l R .11-4-70 BOOK 7580 PAGE 472 ~ ~ t~ 'x , 1 I ! 5. No Person shall in or on sny part of the Com- mon Area 9 : (a) Vend, peddle or solicit orders for sale or dis- tribution of any merchandise, device, service, periodical, book, pamphlet or other matter whatsoever. (b) Exhibit any sign, placard, banner, notice or other wrItten material. (c) Distribute any circular, booklet, handbill, placard or other material. td) Solicit memP rship in any organization, group or association or contrib tion for any purpoGe. (e) Parade, rall , patrol, picket, demonstrate or engage in any conduct ha~ might tend to interfere with or impede the use of y of the Common Areas by any Permit- tee, create a disturb4~ce. attract attention or harass, annoy, disparage or be detrimental to the interest of any of the retail '\ . establishments within the Shopping Center. (f) ~se Common Areas for any purpose when none of the retail establishment~ withir. the Shopping center is open for business or employment subject to section 3.1 of the REA to which these ~ules and Regulations are attached as Exhibit F. (g) ThrQw, discard or deposit any paper, glass or extran- eous matter of any kinlt", except in. designated receptacles, or create litter or ha?,,"- s 'of any kind. j . (h) Use any souo~.making device of any kind ~r create or produce in any mC1nncr noise or sotJ:1d that is annoying, I . \ unplcasar.t, or distasteful to Occup~nts or Perm:~tees. ,f> , f~JiIRIT E I'o.~c ~. R .11-4- 70 R.1l-19-70 ( u ~ \ , . , BOOK 7580 PAGE473 /' . ,4 I Ii) Deface, db~g~ or demolish any sign, light standard or fixtur~~ l,!"dscaping material or other improvement within th~ Shopping Center, or the prop- erty of customers, )usiness invitees or employees .. situated within the Shopp~ng CentE~. C. CIVIC USES Notwithstanding ~nything to the contrary contained , in this Exhibit F, city shall be allowed to use the Agency ! Mall Parcel for appropr;il-.e civic uses, subject to approval of Agency, which approva. shall not be unreasonably withheld. . .~ I : . ., ,J l ! , I .. t . ~ ~ i .'211>.1," F page 5. 'Ii: ' '.. '. . . . , '. . & , ....... ..,. .: .' .~.') " ... " :. .~,'. ' ~' I o o r - BOOK 7580 PAGE474 ___ FORM OF LETTER AGREEMENT EXHInIT G TO REA Gentlemen: Th~ Redevelopment ^~oncy of the City 0= San Bernardino, ~lifornia, J. C. Penney Company, Inc., John S. Criffith & Co., a corporation, and Curci-Turner co., a partnership, joint venturers under the nama and Styl~ of Central City Company, The Harris Company, Citr of San Bernardino, upham Devclopm~nt Company, Connecticut General Mortgage and R~alty Investments (Parties), and Monw~r Prop~rty Corporation (Monwnr), ha.ve agreed to e:cccute and deliver unto eOlch other a tECLARATION OF RESTRICTIONS, CONSTRUCTION, OPERATION, RESTRICTION AND EASEMENT AGREE"~T (Rr.A). In .connection with the execution of the REA the Parties have required certain guarantees from the under- signed Montgomery Ward & Co., Incorporated (Montgom~ry Ward), an Illinois corporation, the parent c~rporation of Monwar Property Corporation. As an inducement to the Parties ~o execute and deliver the REA, Montgomery Ward hereby r~presents: to and agrees with each of the Parties, their successors, assi9nc~s, mortgagees and lessors under a sale and leaseback f~nanC'ing.arr.~ngcment as follows: 1. Montgomery Ward, an I Offices at 619 W. Chi the sole stockholder ; inoi5 corporation, with General o Avenue, Chicago, .Illinois, is ~onwar. 2. Montgomery Ward he:eb) larantees that it will cause Monwar to fully and faithful }\eep, observe and perfor;n each and every covenant, agreer. t; condition and restriction con- tained in tile REA to kept, .performed or observed by Monwar: provided, howe~er, Montgomery Ward shall not be obligated to couse Mon~~r to keep, p~rform or observe such covenant, agreement. condition or restriction cont~ined in the REA during any time ~rld to the extent that Monwar shall by the ~erms of the REA not be required to keep, perform or observe such cov~nant, asreemcnt, condition or restriction, , o.~ shall by the terms of the REA be excused from performing, keeping or observing such coven~nt, ~9reefuent, condition or~ restriction; and providec. further, that to the extent Montgomery Ward pursuant ijo a lease or other agreement be- tw~en Montgomery Ward ard Monwar performs, keeps or observes the covenants, agreements,.. conditions or restrictions con- tained in the REA to be kept, performed or observed by Monwar, Montgomery Ward shall not be obligated to cause Monwar to keep, perform or observe such agreements, covnnants, conditions or restrictions a- This Guarantee will continue unc~anged by bankruptcy, reorganization or insolvency of Monwar or any . successor or assignee thereof or by any disaffirm3nce by a JL trustee of Monwnr. Tile terms of this Guarantee shall be ~ binding upon and inure to ~he benefit of the respective j successors nnd assigns of ~he Parties. r . t < 'I .. ~. E);lII~:'T G i Page 1. ".. .,' .. . -.' , .' 'i~'. ;. ..' '; . . ~ . ," - . ~ . r...' . .' ~ \ . . ~ .- . I . ,,;,. . ~ . . . ." F' '. '., - .' ".1 ._ I . I ' . -.. . -' ~ . . . . I t ~ .i i . I u R.1l-4-70 BOOK 7580 PAd 75 Page 2 3. The liability o~MontgOmorY Ward hereunder is primary and may be enfor ed by the Parties before or aftor pro- ceeding against ~war. Montgomery WardlQ ees to operate D retail dcp~rtment store in tho Main ~ore Building on Parcel ^ for the period and on the erms and conditions sot forth in Section 12.1 of the RE.'\. ~ 4. . 5. Montgomery Ward hereby waives notice of any demand or other notice by the Parties provided for in the REA, so long as said notice is served upon Monwar as pro- vided in the REA. Please indicate your approval of this letter by signing a copy ~ . this letter in the space provided and returning it to Montgonler Ward, '~825East 14th Street, Oakland, C~lifornia, attention of e Assistant Secretary. Very truly yours, MONTGOMERY WARD & co., INCORPORATED t By Vice President APPROVED: , (Name) TitJ.e t ~ L f By rXfJ~BIT G Pogo 2. r . .' . ~: .", ' " '1 -' j,. ..,' - . I .I :; " i; \..,.' I:EDEVElor;l' 'm' f,r.;;;;cr o the Cl'l':t 01-' SA1; \t:il:i \RDWO " CENTRAL CIT';! r~CT Ph'OJECT NO. ft7fJ .1 ' PROI'Er-TY O'..mERS' P~~ICIPATI011 AGP.EEmIT o BuOK 7580 r~GE476 i- t .. " " !hie Acreemen~; made ~nd en~3r d dnlo this day or "," · 19 , by and betwcr.n the RDJ~r' !-:.~:iiT AG~IC'i 0:' THe CITY OF SAN BER:i.UiiiINO, a public body eorporntc, .md politie (Uereinafter'rererred to '.,' AS the l'Atencyll I\nd: ,~.., .t: br.re1naftcr referred to as the IIPtrt1.c::ipatinS O'rmcrll). WITIIES~ETH: \n~S, the Central Ci~y Proj.c~ Ixe. has been found and desisnated as an area which rc~uires renewal in the interest or the henlth, safety a~d seneral ~elfare of the City of San Bernardino and the S~ate of California; ~~d VHEP~~, the Aceney has prepared end a,proved the OFFICIAL P2DEVELOh1E1IT PLAN for the renewal of the Central Ci<y PrOj.C~, Projec~ No. R_79(hereinaf~er referred to as the nplann) 1 'Which Plan han b~cn appro'Ted ~nd adopted by the City Council of the City of San Bernardino by Orelin..,c. 110. 2649 en the 24~h day or FebruarY1 1965; and .. I WHEREAS, the Plan p~oYidcs r4. th~ ~licipatiO~ in the rcnc~~l and re- ac~elo~~cnt of p:opcrty in the Pr~jbc~ Area by the ~~crs or certain k~rcels . or property if t~e PA~~~S oi such~p'rcverty aZTec to F~rticiFat~ in thc-r~- de'lclofJ.:.nt in confo:'i:lity \.'ith the.~l~n by entering into 2,"\ agrec:::ent with the ^6ency to crrectu3tc certain ~~ovecents of such prof~rty; and VHERE~S, th~ Partici~tin~ ~#~~r is the o~~~r in fea simple 0["3 rarcel or parcels of property in the Project, '~C3, which ~ropert1 is dcscrib~d in Exhibit "A" attached hereto a:ld by this re!.erence r:adc a p!rt h~reof and herc- inatt.cr reterred to .0.5 the ''?:-o,pertytl i and '. ~~S, the Farticiratinc O~~~ desires to ~rticipate in th~ rent~al and rede.closoent of his pro;erty in ~he Project Are~ by effectuatinc the im- proveccnt of the pro~rty in coo[0:":<11t.1 with the tc~s or t.his AS:'(!c~ent, the Plan and the teelnra tio:1. ot ."R~s~:,1c t itms. " IfO'.i,.1'1SRE.r~P...E, the JI.seney a:l.t! the Participating C....':\~!", ror th"3 consider- ations and u~der the c~uditio~s here~~artc~ s~t tcrtn, do .~~~~st~~~ and 4Sree as follows: , ' f 1. Th~ Plan and the Dcclnr~tion or p.~3t~!ctio~s a~c by rcr~rcnc~ 10- corro:oatcd ~erein ar.d w.ade a ~rt ~r this A~eo~~n~ with the s~~e force and effect as thouCh set fcrth i:1. full he:ocL~. 2. Tnr~uzhcut the Project Area th~ AS~~cy ~ill co or cauoc to be done durinc tn.'!! d-:ve!op:er:t. i1~:dod 0: thL: Project, ncce::.sz:'j' CO!'l.5truction and in- etallation or si te i,,:p:-c'''c.:i!.~~.~s rOl the P:ojcct f..re~ 81, rcqt.::!.red in ef'!ect- Iloting the Plnn, _,.' , ,., 3. (a) ~~e Partici~ti~z sueGc~~or~ ~nc ~~:i~~ to or of of~rtJ ~~~~~ covcn:nts for hi~=elft his .; j'ro?.?:"tj" or D':I1 y':lrt th~=c-or tbl.t: EX,IIBIT H ~ .. ~ ' . '.' '~' I. .... I"t' , . '.' '. ' . ' . .. .. jt, . , ." ; . . - .. . .'. . . ,. . _.J- (1). The i pro:( ; ty lill be devoted '. BOOK 7580 r.Gt477 to lhe uso~poci!icd in the V1an. , (2). The (),:ner Par icif..:\nt herein covenFUlL3 bJ' and for hir.l!;clf, hi~ hcirG.~ cxccutor~1 adr.1ini t.r~t.orv, n~d a.::;sicn:>, nnd all pcrsoH!J elnir:lln~ under or lhrou~h thc:t, that th rc ::;hnll b<- no di:critlillat.il,,lOl ltGainnl.. 0.1' sCG:'C'c:aliou or, any person or croup f pcrs~ns on acco~nt or race, color, creed, national, or!ein. or ancestry in t c sale, lease, subJcasc. transfer, .use, occu}......lOcyl, tenure. or cnjoy:n~nl of he pr(r.1i.se~ h~r~in described, nor $hn11 the o,:ner.~ II rartici~~nt hiaself or a y person e\~icinc under or throuch him, estnblis r rermit ony such practice or pril.cticor;::J of discrimination or scere(;l\tion wit reference to the selecti ", lQGn~ion, n~bcr, use .or occu~ancy of tenant~, lessees. subtenants, nub cssecs1 or vC!'lIdcc~ in the premises herein described. !lbe toregoinz eovcnnnt,s .hall rUn with t.he land. I' (b) It is inlended th.l the covenant. conlninrd in lhis Section 3(~) z:h.il be covenant. runni G witl,' the land I and they .hall inure to the benofit or and be cnforcf'abl~ by the Azenc:y, its successors nnd G.ssic;ns and the o~lr.er cf any other lands ,~n t~., Project '\:-ea which i. subject to the'lnr,d uae ,'o'luire- ~ents .nd restriction. of tr.e Plan( It is further intended and'.sreed thnt the covenants contained in 3(.)(1) sha.l re~ain in e!!ect for the pcrood or time a' provided in the pian ~ut those provided in (a)(2) shall rem.in in effect tdthout limitation as to;time. " ".. . -:... i ~ 0 ( \::I . (e). ~uch agree:03cnts and I~.,enants shall run in favor o~ the Accnc)" for the entire period durinZlwhich ~Gn aGrec~;~ts shall remain in force and . cfI:ct without resard to.whetb~~, the Aeency has at any ti~e been, rc~ains. or is nn o~mer or any l~nd or inte:cst thdrcin to ~hich these covenants relate. In th~ event or any brea~h the ACency shall have the riebt to exc:cisc all the riehts cnd rec~die3 availaulc at law or in e~uity to enrorce the curins of such bx-each. 4. . ~c ParticiF'J.ti~::: Owner ,ar;rees to p-~r::dt and docs hereby p~mit the Azency access to the ~o~~rtJ he~~in described for any purpose d~e~ed n~c~s~ary bl the Ascncy for cnrr;,'ir.g out U~ p:ro\Oisior.s ot the Plan. This accc~::s sh~ll ir.clud~ in~p~ctlon or wor~ by re;4cscnt~tiv~s of the A&~ncy, the United States Governr.lent. Clorteages,' ""r any lOC.tL or St'=..t!:! aC;ency havinr; jurisdiction \.lith respect to any local or State hou~inc codes or rezulationn. , 5. Withi~ a p~riod ~et to c~ceed twelv~ (12) months att~r written notice irOQ the ^scncy, the Part~ciy~tinc O'Nncr agrees to cc~~enc~ ahd ccmplcta im- provct:lcnts to the hcreinapo"ie described proF~rty as set forth in Exhibit "B" cttachcd hereto and by this reter~nee ~ace a y~rl hereof. i , ' 6. Within a period ~ot to ~eeed thirtJ (30) days a!t~r depesit in the Vnitcd 5t~tes cail of the' notice referred to in the prccedins P~:'azra;h 5, the Particik6tins. O~ner slall sub~it to the Az~ncy pt~li6inary pla~s for the isproveocnts required or ropo5~d to be maee upon the property, ~~th nacessary data to show e'ddence of in;tnc.';tl t'esponsibility tor carrying out th.,se im- provc~ent5. Within a per cd no~ t~ exceed ninety (90) days nfter written notice by the Azency.ot i s a?p~ovel of such plans, the Partiei;atins ~A~~r shall submit to the Ase~c' cccpf~te final pla~s and sp~cirications for s~ch 1rnp.ov~Qents Up~:1 ~uch pr perty. The A~er.cy shall approve construction and o1rJprove:cnt plar~ sub~itt d by ~le Particir~tir.~ Cw~cr immediately after it is ~atistied th~t tho pl~~~ rc ac~uptable ai-d ~n.cor.ror~ity with the P.~d~velop- ~~nt Plan, tho necl~ratlo or Pestr~ctions, ~n1 th~5 A~re~~e~to In t.he event th::lt. th "bene)- Cinds t1:Q.t th!:- plan.:; are not acccpt;!.ll~ or not ir~ conro~itJ ~~th thb Orricia1 R?devclc:Qcnt P12:1, the Declaration of P.ectrictions, or this :..z=tc:;~nt. it sh!l.l~ x-ej~ct sur:h pltlns; sottins fort:' tht,;. re~sons t~~rcto~c, ar.d $0 notify th~ P\rtir.i~~tin~ C'~~r.. The Azency shall allo.... ar.. adc'itio:'!al thirt.r (.3:J) do.)ot;: fl.r this SUC!:!iS5io~ or rcotis~d plcr.s w~ieh sh~11 b~ ~cccpt~blc a~d i~ eo~foriitl with the Official Rcde~elorn,~t Plan and thi~ J..sr~~~~~r.~;. I In adci tiC':l tl. the requirc!:i~nts herein set forth fGr ccrc~~ncins ar.d cc~rlctinSltho i~prov~~cn:s, in no ~vcnt ~hal1 th~ co~~~nc~w~n~ \lo!"~: <1:3 d~t~!":::inC';! 1:j" the :"r:;'!OCl be later th.:m t 19 ,. .end th~. c(".c.plr;:Uon or ~uo:h Io:O~i: b~ later t~;.~ 19 _.__. EX;lIBIT Ii Pil<JC I!. ". .:...-.. * '.'. ~. ..-...:-....",.-... . . . . . , ' '.~" ~ -~ " . . .' . -.. " . ' '. . . . j -. .d .' - .. :;t' . : I. '. . r '. " _ '. 1 ~ . ..' ., , -. . I. # _, ' 1 I !('\ I,~ "J BOOK 7580 :'.~~47a 7. (n) The ~:h...{,.iciir~tin~ O.....ner agI'~C3 to Cl.c'1Il-.. 'C frQ{n t.he ^c;Cltc:.' .ouch o.dditiouol land DS the Accncy r.J.~:t d"tcn:1inc to be nccccosary to JIl"ovhJ...: Q- LlppropI'iat.c ~it~ in l1ccord~nc~ ....lth the PltUl ilnd the Dccl:l.ro.ti.,n or R.::cLricLlcfl!'. The LL":tount to be p:lid bj" 'the Pu.rtici}.\J.tinc; O\1'ncJr t.o a.cquire aaid a.ddition1.1 land, ",hleh lane! is d~.scr,ibcd on m",p dcsi[.nntcd E:<hibit IIC_2"' at.tached hcrd,o cnd oy th': ~ reference 1i13.~O(: a J"':u't hCT,"O! t ::.h.J.ll be at. fair value no dctcn:1in~d by lh~ ^{;t;'ncj'. ~ Jl ... --+ ... 1 . . I '1 (b) The Partici~'tin& Owner' &&recs t~ convey to the Accncy such r~- q,uirctt litl1d as the AC""t:t may deternine to be ni!c~ss;.:".l to pro',!o.i! to the A&cncy the lend n~cdQd in! acco/~ance with the Plnn; The amount to be paid to tllO Rtrlicil'atinc o-.'Tler rpr such N'luired lond, which land is dcocrlb-1 On rl.:J.p dC51f.nntr:l iXhibtt "CLZ" attached hln'eta and by this r(!r(!r~nce mil'.:':- 0.. P.li't llcreor, 61:':11) ':.~ bll.:Jcd. u~n the, .tal2' market value ot l!i.:J.1.tl ri!quircd land a.s dc- tcnnlncd b:' the },~Qncy. 1 . , 8. Tho rsrtioip.otin~ Owner sc"eos to taka or petll1it tho AGency to tnke 1111 steps lc[:l1y nt!ccss<1rj" or rc'q,uired to iClpOSO -the ne'" Declaration ot Re- strictions aeainst such properly; and acrees to join with tho Aecney in ex-' ccutins or ~ieninG such Dbclaration ot Restrictions cnd new subdivision ~l~ts, e.nd oUter docu~e:>ts U~t fay, be required, if any. . .' I . . 9. Failure t.o CO:lP1.~ with any'or the t.:-rms of this Agrccr.lent constitu~.c$ Q dctaul~or breach of A6retCcnt. In the event of default or braach of this Agreement or any of its tpms or con.:Utions by the Participatins O...'ner, t":, , Part.icipatinS C',,';'.~r hereby acrees to sell the property d~:icribed in E:<hib.l. ~ I'A" herein to the AGency, Thel~~ount to be paid to'sa~d P~rticipating Ch:n&r sh~11 be the lair c;;lrkct v<:llue if the Prop~rty as OJr the dat.e or this A,reerocnt ,';1 d,:termint;:i by the Azcncy., . , . 10. It is U~dcrsto011"nd azree~ that no orficial or employee of the Ae;ency sheJ.l be personally liablt: t.o the Part.lciFSotine; Owner or any obligations under the t~r~!l or this Atr.ecmcnt. . . I. . ll. The develoInc:nt ~overed by .this Asrecment is a private \':ldert!ki:1g, I1I\d the Pa.:,t.icl:. ';5ne: Ownhr ch.all he'le full po.,,~r over and eXt:lu~i':c co:-:'_:"ol or the Prol>":-!.J" ~."rein de crib~d, $1.:.'!:ject o:::ly to the licitations and ob- lientions or the PaTtici. ting ~~n(: under thi5 Agre~~entt th~ Offici~1 . Re~evelo!'1ent Plan. t!:u:1 t e Decl~':-ation or Ii.\l:.:.ot.rict.ions. 12. This Agree":1ent oS .a.ll be: 'in 'full force and e!':".~ct and sh",ll inl.:!':' to the benefit at p.~d be bin 'ng u~o~ the ~~rtie~ heretot their r~spective heirs, successors or a~~it:ns ire. the dn.te .of its cxecution. . i . 13. The Part.icip3:tiu o-....ner ~gr.:c; UHl.t every conveyance of prop~rty covered by this A~ee=~n~ Sh~llt~~in ~14itio~ to any oth:r cove~ants, contSoin covenants on the ~~rt of ~ho Par 'c_;~tiu~ ~h~Crt for hi~~~lf, his heirs, 8UCCCSSor$ a.nd assic;ns otlthe pr rty dc:.c:"ibcd herein, which covenants sh~11 be c~vcnants runnins wit~!the l~. ~nd shall bind the Pnrtieipatin~ O~~er, hia heir~, executors, a~inisrrators,"and essi~~s a~d a'l persons clni~ins under ,or throuzh the::! to eCCc:tuate the tnllo.....i~.:::: ' (a) A f'ovcn2nt that the Pa.rticipat:..nz O..nart his heirs, succ;~'!:~ors end assizns, o~ t~~ p~op~rty or any ~~~t ther~of; and ar.y le!:s~c of th~ Fop~rt.j or 8::Y ;..,:.t, thereot, will and scalI carry out the work ot the rc- dcvelo!m~nt of t~~ prope:ty or part or ~rts tncr~of as in this Agre~z~~t provid~d ~nd wil~ end s~~~l devote ~uch Frop~rtl to th~ uses Gpecitied in th~ Orricial Rcdcvclo:r..~nt Pl~n and the D~clar~tion of Restrictions. (b) A cove~9nt t~at th~rc shall be no disc~im!n3tion asninst ~~ ec&re~ation or any p~rson or trou?~ at p~rsor.s on account or r~CCt cr~~', color, n3tior.~1 ~~J~in, O~ onccstry in the sal~. lease, 5ublens~, :ran;~~~, use, oecu!-~:'\cYt te:lur'e or enjo)i.'!ent or tlle p:-e:dse:; co\'e!"cd by this ft..s:-C':";:~:1.~, !lor shall a:'ll r-:T30:";!' chtr-:!:t,:; und~r or thr~'..:ch th:: !'.:rticipc:;.tinC O~-m ::. ...-~ t:tbh.!1h or p.:::-.....it ""'7 s'.:':':., prnctiee or p~a~~icc:= ~ f discri:nin:t Hon or !;, .:- 1.....~i1t.ion with rt.:!'~r,,;r.:~ to t"te !;t:l.::ctionl loenHor" r.t.:::-bcr, u:;o 0:- oer:'J!=-:::-'-:'::. of tcn:l.ntc 1 lCS~O::::"l ~'lbl,,:~:;'~C$, 01' .:~::.,>.~s :!~t ,,;..: I-r..:::15c:: cc.vcrc.,1 '...y t.~~- AEr~~~~nt. . t iE:<dr.IT II Page J. , ! I r,. . n BOOK 7580 p.\GE479 (e) A covc~nt t ta.t. nflcr the s!1tisfoctory'c' lplction of r."':' eOllslruclic:l or nltcrn\'jon to "he prol'~rl;.y referred 1.0 h~r~int ond .10.1.1.' ncctt;S;'lry by thitJ ^Greclncn t th.l p~'opcrty 6hnll be dl:voted to the U.!J~~ qt~ci- tied in tho Official Bodev lOftncnt }.lInn cnd l",~ Occlnr.:lUoli. ot jh;~~d,;tiontJt nnd Dhllll nolI in whole 0 in p:.Lrt1 be dcvolc..l. to nn~' other U!iC 0,,' '..'scd tor cny other Furpo'., I ' I l~. '1'h. pl'ovio~on. 0' thi9 A~l'.eClent do not lImit the riGht or oblise.. to foreclose ('11' ot.herwise nCort!e :.:ny 1!lortgoc,=, I' deed oC trust or ot.heJ' cn- c\~wrnnc~ upon tho proporl I or1the ri&ht or oblicees to pursue 4ny rCM~dics tor the enforcement or any pled.!? or lien upon tho proparly providQtl, hO'tlavcr f that in the event or 4 lor closur~ Dele under any such mortcace, d~ed or trust, or other lien or encu.':l.bro.n c, or a salo pursunn t to any }lo""~r or :;...le contl1ined in Bny such E:ortc:~Cc or de d or trust.. the p\:!"chaser I ,or rl:-:-ch".,,~l'$ und t.hc~:' C;tlccessors and u3siCns I an the prop~rt.y, tihi~ll b(l', a-nd 01-.311 ,--".' i r" - La ~e subject to all or the conti tionsa restrictione and covenants !-.':-: ,_in prod.dcd lor. I . . . In ...-i.tness whereot' t~e '-cency and the P~rtiC'ipatins 0-..1:1<";' h~ '/0 c:<c~ut~d thia Azrccment ~s of the drte first abo~e wri~lcn. . I ,~ I ,. fHE REDF.VELOFHlJlT AC,. iCY OF THE CITY OF Sf,:r BERiIAPnmO i .i ,t Bi ATI:F.S'f: I I !t-- .fitl. --- ,t , (S.cr~t.ry) Tre.surer ;~ AP. \/. d(lUl""t' J1r. 1 fl. ..'.. pprovc a~ o. cC... v.';_: an.... BQ .;:1.Ulcy this day or : ~. '.9 . B~ (Asency Counsel) Brute Varner PARTIClrATit-:G O\ofNt:?: B~ SE,\L fitle . E:i fitle B~ ---- .1 t fitle ". .~ ~ i I. '. 1 ~ J,;inBIT n pngc ~ . . . ~ .,.'_' ~. f' .... I - ~ . ' ". " ,4'.. ..... .".. ~ . ..' , . .... . '.. I ~. ~ . ~ .'.."" . '; . ~. . '. : '. '. . I ~ t n o ~GOK 7580 pl.Gt480 1 , . I [XII,BI7 I pYLOII SJtlll.~CATlml DESCRIpTIO:I \ All that real pl-oporty in tho Cit~ Jf San Bernardino, County Lr San Cernardino, State of California, descl"ibed as: "0 That portion of Block 9, CIlY Of SAtI em:AP.UlHo> as per flap recorded in' I Book 7, Page 1 of flaps in thb Offi ce of tho Recorder of said County and that , portion of "II" Street as va~ted by said City of San Bemardlnn per R.:solution .1 No. 9351 recorded August 20, 196B In rook 7080, pa"~ 517. Official Records ' of said Coun.ty. descl'ibed as follo,js: , . . i . Beginning at the intersectlo of a line parallel llith and distilnt 24.75 feet Northerly, nlCasurod at righ .,gles, from the South line of said Block 9 tIlth the Easterly line of tho San Bernal"dino frec,lay (lnter:tate 15); thonce North 890 57' 56" East alrn said parlnol line 92.70 feet to its intersection tlith a line parallel ,lith an distant_2~.75 feet :Iorthel'ly, t1easllred at right angles. from the South line f 810ck 10. CITY or SAil OER~IARDlllO; thence South egO 59' 18" East alan soid parallel line 7.30 feet; thence florth 00 00' ~2" East 100.00 feet; thence I:orth 890 59' 18" I'lest 131.85 feel to said Easterly line of the Sa BernOlrdino freel'la,'; thence Southerly along said Easterly line the follo'ling courses: \ South 80 32' 36" East 16.9B'feet; thence South l~o 53' 26' East 67.63 feet; thence South 330 38' 15' East~21'1.3 feet to the Point or Beginning. Said area being illustrated 6n Exh"iti"A' and identified as Pylon Sign location. ~... f~ ,. . t' '. ! , . , I ~ ~ , SxnIDIT I ~ . . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 AG!E~!!EN! lPa~king Utilization) THIS AGREEMENT is made and entered into thisc:2P/'l day of ~ ,1983, among the CITY OF SAN BEm;ARDINO, a municipal corporation, hereinafter referred to as "City", the REDEVELOPMENT AGENCY OF TH~ CITY OF SAN BERNARDINO, a local public agency, hereinafter referred to as "Agency", and CENTP-AL CITY COMPANY, hereinafter referred to as "Company", a joint venture between CTC Company, a California partnership, and Central City Associates, a California partnership. 1. Reci tals . la) The parties hereto have previously enter-ed into an agreement, with other parties, entitled Reciprocal Easement Agreement, being that agreement dated the 24th day of December, 1970, recorded December 24, 1970 in nook 7580, page 280, Official Records of San Bernardino County, California, relating to the operation of a facility knmm as Centr-al City Mall. The property referred to in that Agreement as the "Project Area" is hereinafter referred to as the "Central City Mall complex". (b) City and Agency have recently entered into a license agreement with Commerce Development Associates permitting parking within the 3-level parking structure which is part of the Central City Mall complex to Commerce Development Associates, a California general partnership, as licensee, permitting said licensee to utilize 131 parking spaces in the 3-level parking structure in conjunction with its use and occupancy of the Andreson Building, identified as Parcel L on Exhibit A to the Reciprocal Easement Agreement, which building is not part of the Centr-al City Mall t 1 2 3 4 5 6 7 8 9 10 .11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 complex. (c) City intends to grant a license for the use of 35 parking spaces in the 3-level parking structure for use in conjunction with the occupancy of the old Woolworth Building, identified as Parcel K of Exhibit A of the R~ciprocal Easement Agreement, which building is not part of the Central City Mall complex. (d) The parties hereto desire to enter into mutual assurances and guarantees that no further licenses or permits for use of parking spaces in the 3-level parking structure or elsewhere in the Central City Mall complex will be granted for purposes other than the utilization for business invitees and employees of the merchants doing business in the Central City Mall complex. (e) The parties hereto further desire to provide for reimbursement to Company for a portion of its capital expenditure for the design, construction and acquisition of the parking control system, and to defray a portion of the day-to-day operations of the parking control system in the future. . (f) The parties further desire to guarantee to the Company that credit will be granted against parking requirements imposed in the future by City or Agency in the event of expansion of the existing facilities or additional construction within the Central City Mall complex, and to assure Company of continued cooperation and assistance in meeting future parking requirements. 2. Implementation. The parties therefore agree: (a) City and Agency will not make any additional grants, whether by license, easement, deed, permission, or in any other -2- oj. o. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 form whatever to any party for the use of parking spaces within the Central City Mall compl-=x other than those grants referred to in Recitals (bl and (cl above. (bl Company undertakes to use its best efforts to assure that other parties to the Reciprocal Easement Agreement will file no objections to the licenses referred to in Recitals (b) and (c) above. (cl City and Agency shall either through their own efforts or by contract sweep the mall parking areas each Sunday, for the term of this agreement. This shall be in addition to the sweeping of the parking lots Monday through Saturday of each week, which has been done in the past and shall continue for the term of this agreement. (dl City and Agency assure Company that the mall pylon sign shall be maintained in good condition and illuminated from sunset to 9:30 p.m. each evening for the term of this agreement. (el City and Agency hereby assure Company, for the benefit of Company and all other parties to the Reciprocal Easement Agreement, that, in the event of any expansion of the floor area of any of the businesses located within the Central City Mall complex, or of any new construction to be' located within the Central City Mall complex, credit will be granted against the required parking index, and any other parking requirements of City or Agency, in the amount of 166 parking spaces, representing the 166 parking spaces committed by license to Parcels K and L. City and Agency further assure to Company, for its own benefit, and for the benefit of other parties to the Reciprocal Easement Agreement, that in the event of any such expansion of floor area of the -3- businesses or new construction in the Central City Mall complex, City and Agency will use their best efforts to assist Company and other busine~ses doing business within the Central City Mall complex to meet all parking requirements, including, if necessary and a~~ropriate, the use of the power of eminent domain to obtain any necessary parking. (fl Term. Thi~ agreement shall run coincident with that Rec iprocal Easemen t Agreement heretofore referred to, and during the term of any extension thereof. This agreement shall not be terminable except as the Reciprocal Easement Agreement is terminated, provided, however, that in the event any party to the Reciprocal ~asement Agreement other than City or Agency objects to the licenses referred to in Recitals (bl and (c) above, and such objection results in termination of either or both of such licen~es, then this agreement may be terminated immediately by any party hereto. (9) Agency shall pay to Company, not later than October 27, 1983, or sixty days after the first occupancy permit for any portion of the rehabilitated Andreson Building is issueq, whichever is earlier, the sum of $2,750.00 to reimburse Company for a portion of its capi.tal expencHture for the design, construction and acquisition of the parking control system. In addition, cOIllJ'nencing on the first day of the month following the issuance of the first occupancy permit for any portion of the rehabilitated Andreson Building, or October 27, 1983, whichever is earlier, Agency shall pay Company one-sixth of the monthly operating costs of the parking control system as determined and billed to Ag~ncy from time to time by Company. The present -4- , . " - . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 monthly charge payable by Agency is $450.00, but such amount shall be subject to revision as the costs of operating the parking control system increase or decrease. In no event shall Agency pay more than one-sixth of the operating costs of the parking control system. As used herein, the term "operating costs of the parking control sytem" means actual costs and shall include all direct costs for the operation of the parking control system but shall I not include overhead or administrative costs. In addition, should. a tax, fee or other charge be imposed by any environmental agency or similar authority, Agency shall pay one-sixth of the amount thereof. (h) Agency and City agree to keep in full force and effect the controlled access provisions presently existing in the parking license and easement agreement between the Redevelopment Agency of the City of San Bernardino as licensor and Commerce Development Associates, as licensee, consented to by City, in terms substantially as at present. If any substantial change in such terms is negotiated, such change shall be subject to approval of Company. (i) As additional consideration for this agreement, City and Agency agree that not;,-ithstc:mHng any previolls agreement, Company shall have no Obligation to construct any buildings, store fronts or improvements on the property identified as Parcel J on Exhibit A of the Reciprocal' Easement Agreement. City and Agency - agree that Company shall not be obligated to pay any penalties, damages, fees, assessments, or other charge asa result of any ___ failure or alleged failure to construct any such building, store' front or improvement. -'5- 7 Approved as to form: 8 '&ek ~ ~~ft./ ~ CitYAttorney~~" 10 .....' ., " , 1 2 3 4 5 6 11 . 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 IN WITNESS WHEREOF, the parties have executed this Agree~ent on the day'and year""first above written. A'rTEs'r: CITl OF SAN BERNARDINO ~/:m; ,..aAh Ci1:y Clp.rk Approved as to legal form and adequacy: .... A."o(f. ~ Counsel - J REDEVELOPMENT AGENCY SAN BERNARDINO CITY OF . , . "'- .. - . CENTRAL CITY COMPANY, a joint venture " -;'.:-'. BY: CTC COMPANY, a California partnership ," ti~..~'.'.'."'.' f2(~/ - - . . .. ...-':~:' BY: CENTRA.L' CITY'"ASSOCIATES, a ;ali'fornia pa t rship By 4-~ I A General Partner -6- )s"ONOMIC DEVELOPMENT AGENCY OF TB.... CITY OF SAN BERNARDINO REOUEST FOR COMMISSION/COUNCIL ACTION From: TIMOTHY C. STEINHAUS Agency Administrator Subject: FINANCING OF CAROUSEL FOR CENTRAL CITY MALL Date: June 25, 1991 Synopsis of Previous Commission/Council/Committee Action: On May 6, 1991, the Community Development Commission approved the deal points for a $876,000 loan from the Development Department to the Central City Mall Merchant's Association. On May 9, 1991, the Redevelopment Committee recommended that the Mayor and Common Council and Community Development Commission authorize the Development Deprtment to borrow $900,000 from the City of San Bernardino sewer line construction fund. Recommended Motion: (Mayor ~d Common Council) a. Resolution of the City of San Bernardino authorizing the execution of an agreement by and between the City of San Bernardino, the City of San Bernardino Redevelopment Agency, CCMA, Inc., and the Central City Company. b. Resolution of the Mayor and Common Council approving loan agreement with the Community Development Commission of the City of San Bernardino for "".,,,.,, ro'" ....... "" ~ r r:.... '--\-- \--- TIMOTHY C. STEINHAUS, Agency Administrator Economic Development Agency Contact Person: Timothv C. Steinhaus Phone: 5081 Project Area: CC Warde s) : 1st S~~porting Data Attached: Yes FUNDING REQUIREMENTS: Amount: No Additional Source: Budget Authority: Previous Iv aooroved Commission/Council Notes: 1 '/ 1/1. ~r!/l~d! 7-/- cJ/; ,X;;;J~';-7C;/-,?fl I .......'1 COMMISS~ N MEETING Meeting Date: July 1, 1991 / / Agenda Item No. ct:' TCS:pc:2069S Synopsis of Previous CODUllission'Counci1'Conanittee Action ,continued): On May 20. 1991. the Mayor and Common Council authorized the loaning of $900.000 from its sewer line construction fund to the Development Department at an interest rate of one-half of one percent (.5') above the rate of interest currently received by the City. with the loan callable upon demand and secured by the Development Department's bond proceeds. TCS:pc:2069S COMMISSION MEETING Meeting Date: July 1, 1991 Agenda Item No.____ ECONOMIC DEVELOPMENT AGENCY STAFF REPORT Per a request from the City Clerk, City of San Bernardino, the previous action taken by the Mayor and Common Council regarding Carousel financing should be ratified in resolution form. The attached resolutions authorizes execution of an agreement and execution of an agreement for a loan. '~ ~,..~ ..."", " "" ".. ..'i". ")J~~ TIMOTHY C. STEINHUAS, Agency Administrator Economic Development Agency TCS:pc:2069S COMMISSION MEETING Meeting Date: July 1, 1991 Agenda Item No. 1 RESOLUTION NO. 2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN AGREEMENT BY AND BETWEEN THE CITY OF SAN 3 BERNARDINO, THE CITY OF SAN BERNARDINO REDEVELOPMENT AGENCY, CCMA, INC., AND THE CENTRAL CITY COMPANY. ~ 4 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 5 OF SAN BERNARDINO AS FOLLOWS: 6 SECTION 1. The Mayor is hereby authorized and directed to 7 execute on behalf of said City an Agreement by and between the 8 City of San Bernardino, the City of San Bernardino Redevelopment 9 Agency, CCMA, Inc., a non-profit corporation, also known as 10 _Central City Mall Merchants' Association, and the Central City 11 Company, a partnership. 12 SECTION 2. The authorization to execute the Jbove- " 13 referenced agreement is rescinded if the parties to the agreement 14 fail to execute it within sixty (60) days of the passage of this 15 resolution. 16 III 17 III 18 III 19 III 20 III 21 III 22 III 23 III ~24 III 25 III 26 III 27 III 28 DAB/ses/Ma11.res June 5, 1991 1 1 RESOLUTION...AUTHORIZING THE EXECUTION OF AN AGREEMENT... THE CENTRAL CITY COMPANY. 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2 3 4 5 6 7 8 9 I HEREBY CERTIFY that the foregoing r~so1ution was duly adopted by the Mayor .and Common Council of the City of San Bernardino at a day of meeting thereof, held on the , 1991, by the following vote, to wit: Council Members: ESTRADA REILLY HERNANDEZ MAUDSLEY MINOR POPE-LUDLAM MILLER AYES NAYS ABSTAIN City Clerk of The foregoing resolution is hereby approved this , 1991. Approved as to form and legal content: JAMES F. PENMAN, City Attorney B~~ DAB/ses/Mall.res June 5, 1991 . day w. R. Holcomb, Mayor City of San Bernardino 2 21 San Bernardino at a 22 23 24 25 26 27 28 1 2 3 4 5 6 7 8 9 10 11 12 RESOLUTION NO. 91-300 RESOLUTION OF THE MAYOR AND COMMON COUNCIL APPROVING LOAN AGREEMENT WITH THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO FOR $900 ,000.00 TO BE SECURED BY TAX ALLOCATION BOND PROCEEDS. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed to execute that certain Loan Agreement, a copy of which is attached hereto as Exhibit "A", which provides for a loan to the Community Development Commission of the City of San Bernardino in the amount of $900,000.00 payable upon demand at an interest rate of .5% (one-half percent) above the City's average portfolio rate of return as calculated on a . 13 monthly basis, such loan proceeds to be from the Sewer Line 14 Construction Fund. 15 SECTION 2. The authorization to execute the above- 16 referenced Agreement is rescinded if the parties to the Agreement 17 fail to execute it within sixty (60) days of the passage of this 18 Resolution. 19 I HEREBY CERTIFY that the foregoing Resolution was duly 20 adopted by the Mayor and Common Council of the City of reqular meeting thereof, held on the 1st day of July III III III III III III , 1991, by the following vote, to wit: DAB/bg [CDC-Loa~.Res] 1 June 24, 1991 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 1 2 3 4 RESOLUTION OF THE MAYOR AND COMMON COUNCIL APPROVING LOAN AGREEMENT WITH THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO FOR 5900,000.00 TO BE SECURED BY TAX ALLOCATION BOND PROCEEDS. Council Members: AYES X X X X X X X 5 ESTRADA 6 REILLY 7 HERNANDEZ 8 MAUDSLEY 9 MINOR 10 POPE-LUDLAM 11 MILLER The foregoing resolution is of July , 1991. Approved as to form and legal content: JAMES F. PENMAN, City Attorney BY'~J.-= t/ DAB/bg [CDC-Loa~.Res] NAYS ABSTAIN . I . C\ '.' . .' \ .- ,I. - C._I'-..\.. '-__, , ;'- ,,:, '-t.- ~:..f A. _~_.- \. City Clerk I . hereby approved this ~ day ~~,r /%," ,/7/"'/ / /~/.//C , ... "/./ /,./ '- ---.--.-'"-. w. { 1com , Mayor City of San ernardino 2 June 24, 1991 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Res. 91-300 LOAN AGREEMENT This Agreement is made and entered into this 1st day of , July , 1991, by and between the CITY OF SAN BERNARDINO, a Municipal Corporation, ("City"), and the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, a Public Agency, on behalf of the Redevelopment Agency of the City of San Bernardino ("Agency") . The parties hereto agree as follows: 1. City hereby agrees to loan to Agency, and Agency hereby agrees to borrow from City, the sum of Nine Hundred Thousand Dollars ($900,000.00) payable upon demand at an interest rate of .5% (one-half percent) above the City's average portfolio rate of return as calculated on a monthly basis. 2. City will prepare an invoice requesting payment of interest on a monthly basis. 3. Agency agrees to pay City the calculated interest rate as provided in Paragraph 1 above on the principal balance within ten (10) days of receipt of said invoice from City. 4. City will make the loan herein provided from available funds which may include the Sewer Line Construction Fund. 5. This loan will be secured by Tax Allocation Bond Proceeds held in reserve by Agency and payable upon written demand from the City Administrator. 6. Upon written request by Agency, the loan shall be made to Agency in one lump sum. No interest shall accrue nor repayment obligations occur until loan is received by Agency. III DABlbg [CDC-Loan.Agr] \ 1 June 24, 1991 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 7. Any notices to be given from one party to the other under this Agreement shall be in writing, and deposited with the Uni ted States Postal Service postage prepaid and addressed as follows: TO THE CITY: City Administrator CITY OF SAN BERNARDINO 300 North "D" Street San Bernardino, CA 92418 TO THE AGENCY: Timothy C. Steinhaus Executive Director ECONOMIC DEVELOPMENT AGENCY 201 North "E" Street San Bernardino, CA 92418 Nothing in this paragraph shall be construed to prohibit the giving of notice by personal service. . '\ IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and date first above shown. ATTEST: 'I By' 71 J /), -,' -I ...L;t':'(:../\..'~ I \0, " _......-n,'".. _.'~ City Clerk CITY OF SAN BERN ~'" --:::3?/~' /7,0' -7 /' , . ", ,'. .,/ 'f .---" W.R. Hol-co b, Mayor l -:UL 5 _ i~~~ Approved as to Form and Legal Content JAMES F. PENMAN City Attorney Approved as to Form and Legal Content COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO By DAB/bg [CDC-Loan.Agr] 2 June 24, 1991 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 Ii STATE OF CALIFORNIA COUNTY OF SAN BERNARDINO CITY OF SAN BERNARDINO SS I. RACHEL KRASNEY. City Clerk in and for the City of San Bernardino. DO HEREBY CERTIFY that the foregoing and attached copy of Resolution No. 91-300 . is a full. true and correct copy of that now on file in this office. IN affixed 10th WITNESS WHEREOF. I have hereunto the official seal of the City of day of July set my hand and San Bernardino this . 1991. Rachel Krasney City Clerk By fttt/;pt~(~ . /,",:"('j./.:'/~,,. "j/ "j'/'/ CENTRAL CITY MALL CAROUSEL AGREEMENT This Agreement is entered into on the I;-~/' day of t;",,;, , 1991, by and between the City of San Bernardino (the "city"), the city of San Bernardino Redevelopment Agency (the "Agency"), COMA, Inc., a non-profit corporation, also known as Central City Mall Merchants' Association (the "Association"), and the Central City Company, a partnership (the "Company"). 1. Aaencv Loan. The Agency hereby agrees to loan the Association the amount of Ei9ht Hundred Seventy Six Thousand , Dollars ($876,000.00) on the following terms: a. Loan proceeds will be used exclusively for the purchase, delivery and installation of a carousel, of a superior quality, expenses related to the name change of the Central City Mall to the Carousel Mall, including necessary sign work, improvements in the public areas of the mall and its parking areas, improvements to the exterior of mall buildings, and marketing, promotion and other costs related to the change of the name of the Central City Mall to the Carousel Mall (the "Mall"). b. The term of the loan shall be ten (10) years, with the principal amount of the loan due at the conclusion of the ten year term, together with accrued interest thereon. The Association -1- or Company shall have the right to prepay all or part of the loan without penalty. Interest shall accrue at the rate of eight percent (8%) per annum from the date that the funds are advanced to the Association and will continue until the debt is paid in full. The loan will become immediately due and payable in the event that the Mall is sold by the Company at any time during the loan term. c. The Association shall pay .25% of the principal loan amount to the Agency as a loan origination fee to cover the Agency's administrative costs in entering into this Agreement. Said amount may be deducted by the Agency from the principal advanced. 2. Comoanv Guarantee. The Company hereby guarantees the full and faithful performance by the Association of its obligations to repay the loan specified in Paragraph 1 above, as well as all of the Association's other obligations contained in this Agreement. This guarantee shall be effective until all of the obligations of the Association contained herein are fully satisfied. 3. Mall Securitv. The parties hereto acknowledge that there is currently in effect a Mall Security Agreement which provides for various obligations of the parties with respect to security in the Mall. The following terms are intended to -2- supplement and/or amend the provisions of the Mall Security Agreement as applicable. a. The Central city 4 Theater lease expires on December 31, 1992. If the Company renews the theater lease beyond amonth-to-month tenancy, the Company will, effective upon the date of such renewal, contribute Three Thousand Dollars ($3,000.00) per month to the Agency for additional security costs for each month during which the theater lease remains in effect. b. In order to enhance overall Mall security and to minimize problems generated by. the presence of the theater, the Company and the Agency each agree to contribute One Thousand Dollars ($1,000.00) per month, effective May 6, 1991, payable upon execution of this Agreement, with the first month's contribution to be prorated, for the purpose of providing additional security hours over and above those called for in the Mall Security Agreement. 4. Settlement of Disnute. It is acknowledged that the Association and the Agency have an ongoing dispute over approximately Seventy Thousand Dollars ($70,000.00) which the Association alleges is owed by the Agency to the Association. The Agency disputes such obligation. As and for a complete and full settlement of said claim, the Agency hereby agrees to pay to the Association the sum of Fifty Thousand Dollars ($50,000.00) and the Association agrees to accept the same in full settlement of the -3- prior dispute. Upon receipt of said payment, the Association hereby releases the Agency from any claim arising out of the subject matter of said dispute. In addition, effective May 1, 1991, the Agency agrees to increase its payment to the Association with regard to Mall parking control to one-sixth (1/6th) of the current Mall parking control budget. 5. Association Contribution. In consideration of the mutual covenants contained in this Agreement, the Association hereby agrees to make a one-time contribution of Fifty Thousand Dollars ($50,000.00) to the San Bernardino City Fine Arts Commission to promote the arts ~nd cultural activities in the City. Said payment will be made within ten (10) days of receipt of the $50,000 settlement amount set forth in Paragraph 4 above. 6. Companv Expenses. The Company hereby agrees to pay the cost to staff the Information Center at the Mall, and to monitor the camera system and maintain and repair the closed- circuit TV camera system, all at an annual cost of not less than Fifty Thousand Dollars ($50,000.00). The Company agrees that, if a better state-of-the-art system is implemented, the Company will bear the cost of installation and operation thereof. 7. Carousel and Train Operations. The operational costs of the carousel and the train, including utilities, maintenance and security, will be the sole responsibility of the -4- Association. All income from the carousel and train operations will go to the Association and will be used to offset operational costs, to retire the Agency loan or any future loans to replace or upgrade the Carousel, for advertising and promotion of the Mall and for improvements to the pUblic areas of the Mall. The Association agrees to name the City and the Agency as additional insureds on its insurance policy for the carousel and train operations. 8. Settlement of Renair Obliaations. The Reciprocal December 24, 1970 Easement Agreement, da ted -Bec~mber-Tot,-~-99<), between the City, the Redevelopment Agency of the City of San Bernardino, Central City Company, J.C. Penney co., Inc., the Harris Company, Monwar Property Corp., Upham Development Company and Connecticut General Mortgage and Realty Investments, requires the City and the Agency to repair and upgrade the Agency owned portions of the Mall. The Company contends that the City and/or Agency have not fulfilled all of their commitments with respect to repair, a contention which the City and Agency dispute. In order to resolve said disagreement, the Company and the Agency agree to have a qualified independent third party consultant review and investigate all public facilities at the Mall to determine the extent and estimated cost of necessary repairs and upgrading. a. The Agency agrees to take all necessary action, at its sole cost, to correct any repairs and deficiencies identified by the independent consultant and to consider any upgrading that -5- - :~ ::=1 -., ~{.':Q .- .~ I might be beneficial to the city and the Mall. The Agency shall take such actions within a reasonable time after the report is rendered by the independent consultant. b. If the Company and the Agency disagree as to the selection of the consultant, or the amount or extent of repairs and/or upgrading, the matters at issue shall be submitted to an independent arbitrator mutually approved by Company and Agency for decision, subject to the rules of the American Arbitration Association. Said arbitration shall be binding. The Company and the Agency each agree to pay for one-half of the cost of the consultant and of any arbitration, if required. 9. Miscellaneous. a. This Agreement shall bind and inure to the benefit of the successors and assigns of each of the parties hereto. b. Each party agrees to perform any further acts and execute and deliver any documents which may be necessary to carry out the provisions or intent of this Agreement. c. This Agreement may be amended at any time by the unanimous written agreement of the parties hereto. No amendment or waiver of the terms hereof shall be valid unless contained in writing and executed by all of the parties to this Agreement. -6- d. The parties hereby agree that this Agreement has been executed and delivered in the state of California and shall be construed, enforced and governed by the laws thereof. e. In the event of any action, suit or proceeding brought under or in connection with this Agreement, the prevailing party or parties therein shall be entitled to recover and the other parties hereby agree to pay the costs and expenses of the prevailing party or parties in connection therewith, including reasonable attorneys' fees. f. In the event th~t any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceabi1ity shall not be construed to have any effect on, the remaining provisions of this Agreement. g. This Agreement contains the entire Agreement between the parties hereto pertaining to the subject matter hereof, with the exception of the other agreements referenced explicitly or implicitly herein. This Agreement supersedes all prior and contemporaneous agreements and understandings of the parties with respect to the matters resolved herein, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof, except as set forth or referred to herein. -7- L_ IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above written. Attested: CITY OF SAN BERNARDy IN /; - ~-- / / ,- - -/- / ByX /' - 1. -- / - W.R~ Holcomb, Mayor / ~~L~~ C~ Clerk Attested: CITY OF SAN BERNARDINO/"- REDEVELOPMENT AGENC '-1 By: Approved as to Form: Agency Special Counsel \ --\~ ~- Sabo & Green COMA, Inc., a non-profit corporation C?"'/ /~ /p By: /~ Iv 7-d--/-r--;z:--.r V CENTRAL CITY COMPANY, a partnership By: By: SBEOIOOOIIDOCI4S1 -8- ~ . . T ] 2 3 4 5 6 SECOND AMENDMENT TO PARKING LICENSE AND EASEMENT WITH OPTION RIGHTS THIS SECOND AMENDMENT entered into effective the ~ day of ~J- t~ , 1986, between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, hereinafter .Agency., and CENTRAL CITY COMMERCE CENTER, a California general i partnership, as licensee, hereinafter .Center., and consented to 8 9 ]0 ]J J2 J3 J4 J5 J6 J7 by the CITY OF SAN BERNARDINO, hereinafter .City., amends that certain Parking License and Easement with Option Rights entered into between the parties on the 21st day of April, 1983, as previously amended pursuant to Resolution No. 4737 of the Community Development and Resolution No. 85-84 of the City of San Bernardino. 1. Recitals. The parties hereto desire to amend that certain Parking License and Easement with Option Rights, hereinafter referred to as the .Agreement", heretofore entered into as specified above, to provide for an additional two years J8 within which Center is to complete the rehabilitation of the 19 Woolworth BUilding, and to provide that Center agrees to pay the 20 sum of $13,000 per year for each of the two additional years 2J beyond Center's present Obligations under the Agreement. Center 22 further desires to actively negotiate with Central City Company 23 to purchase the real property known as the .J. Building, 24 including its parking spaces, from Central City Company prior to 25 the fifteenth year of the option agreement granted to City Or 26 Agency by Central City Company, if such is possible, and seeks 27 Agency and City's to such action. 28 2. Jmolementation. The parties therefore agree that: 1 '. . l 1 2 3 4 A. Section 2 of the Agreement is amended to provide that Center agrees to rehabilitate the Woolworth Building as soon as a tenant can be reasonably located, and to rehabilitate the Woolworth Building to increase its valuation for tax purposes by 5 a minimum of $400,000, and that the rehabilitation shall be 6 completed not later than two years from the date of execution of 7 8 this amendment. B. Center shall pay to Agency, on or before the 21st 9 day of April in 1988 and 1989, the sum of $13,000 each year, 10 which shall have the effect of continuing Center's payments to ]1 Agency for two years beyond its present obligation. C. Center agrees to actively pursue the possible 12 13 purchase from Central City Company of the real property known as 14 tbe -J- Building, wbich has been developed as improved parking 15 spaces. City and Agency consent to such action, and agree to 16 support Center's actions in that regard. 17 3. In all other respects, the Parking License and Easement 18 with Option Rigbts as entered into on the 21st day of April, 19 1983, and as previously amended, shall remain in full force and 20 effect. 21 IN WITNESS WHEREOF, the parties have executed this Agreement 22 effective as of the date and year first set forth above. 23 CENTER -rship COMMUNITY DEVELOPMENT COMMISSION 24 OF ':>'jeITY OF ~"'RDI'O 25 By ~~I~ //~ EVLYN ILCOX, Chairman :~ By 1111~ 4w 28 GLENDA SAUL, Secretary t- . JEROME T. TAUREK, General Partner 2 1 ] ] The City of San Bernardino hereby consents to this 2 Agreement: 3 CITY OF SAN BERNARDINO 4 5 By 6 Attest: 7 8 ~,r$AW 9 City Clerk ]0 Approved as to form: ]] 12 By 13 (/!Z~~~~JV ~ City Attorney :: ByJjJf.-:S Co~ 16 17 18 .-19. STATE OF CALIFORNIA ) ) ss. COUNTY OF SAN BERNARDINO ) On iJ~1 5' , 19B6, before me, JULIE A. TREADWELL, a notary public, personally appeared GLENDA SAUL, personally known to me to be the person who executed this Instrument as Secretary, of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, and ac~nowledged to me that the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO executed It. 8) OFFIC!Al. SEAL JULIE A TIII:ADWElL . NOTAIl't puallC: - CALIFORNIA SIN BEIlljARDINO COUIITY II) ....... ,...... JIll S. 1990 l "-<.1 '/{. 0t.l..ad<.~.cC. J EA. TREADWELL, Notary Public I II .--. t.' CAT. NO. NNOOS30 TO,MII CAC8-841 :Putnership) II TICOR TITLE INSURANCE STATEOFCALI~~I~ } COUNTY OF ::yu 1tJ!...t> I tJO $S. On ~O~t::'i\\~ Wit ~8C. before me, the undenicned, a Notary Public in and for said Stale,penonally appeared I~LfK. J. (~,I~l,oLILI,) ..AID Jl:""12<lm1:' -r: 7.q\llUiC . penonally known to me or proved to mf on the buis of satirlactory evidence to be ~non i2.. who executed the within instrument IS WO of the plttDcn of the plttDcnhip that executed the within insaument, and acknowledged to me thlt such partnenhip executed the same. WITN'''"J1'~ SIgnature / . OFFICIAL SEAL TED G THEODOROU . NOTARY PUBLIC' CAlIFORNIA SAN BERNARDINO COUNTY M, comm. upi... fIB 18, 11189 (This area for official DOt:&ri&l seal) J STAn OF CALIFatNIA ) ) COUNTY OF SAN BERNAllDINO ) aa. f 00 If) ~ "I ,1986, before ae, JUI.IE A. TREADWEll, a notary public, peraonally appeared EVLYN WILCOX peraonally known to ae to be the person who executed thia inatrullent as Chaitlllln of the REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNAllDINO, and acknowledged to ae that the REDEVELOPKENT AGENCY OF TIlE CITY OF SAIl BERNAllDINO executed it. i) OFFICIAL SEAL JULIE A TREADWELL NOT~"" PUBLIC . C4L"O~V'4 SAN BEIlHARDINO COU~;y My comm. Ilpi,es JUl S, 1990 ~< "If d~<.-~<e.L,C_ ~E A. TREADWELL, Notary Public , . . .- THIRD AMENDMENT '1'0 PAlUaNG LICENSE AND EASEMENT WITH OPTION RIGHTS OF THIS THIRD AMENDMENT entered ~nto effective the ~6i day of ~~ ' 1989, between the COMMUNITY DEVELOPMENT COMMISSION THE TY OF SAN BERNARDINO, CALIFORNIA, hereinafter "Agency", and CENTRAL CITY COMMERCE CENTER, a California general partnership, as licensee, hereinafter "Center", and consented to by the CITY OF SAN BERNARDINO, hereinafter "City", amends that certain Park~ng License and Easement w~th Option Rights entered into between the parties on the 21st day of April, 1983, as previously amended pursuant to Resolut~on No. 4737 of the Community Development Commission and Resolution No. 85-84 of the City of San Bernardino, and as further amended effective June 2, 1986, pursuant to Resolution No. 4884 of the Community Development Commission and Resolution No. 86-192 of the City of San Bernardino. RECITALS The parties hereto desire to amend that certain Parking License and Easement with Option R~ghts. hereinafter referred to as the "Agreement", heretofore entered into as specified above to delay the start of a portion of the $20.00 per space, per month, lease payment, to provide for exterior maintenance and appearance, to provide for joining a maintenance and security district if one is formed for the Main Street Revitalization Project, and to provide for approval by the Agency of exterior building and parking area facade improvements in keeping with the DAB:cez December 22, 1988 1 , Main Street Revitalization Project. ZMPLEMENTATION The parties heretofore agree that: A. Paragraph 2.5 as added to the Agreement by the First Amendment dated April 4, 1985, is hereby amended to read as follows: "2.5 Notwithstanding the provisions of Section 2.3 above, payments by Center, as licensee, for the monthly parking space charges shall be postponed until January 1, 1995, at which time the monthly charges shall begin to be due and to be paid by Center to Agency. Except that upon execution of this Third Amendment, Center shall commence and continue to pay the operation and maintenance costs for said parking spaces to Agency as periodically established. All sums accrued and past due for monthly parking space charges are hereby excused, and shall not become due. On January 1, 1995, the licensee shall forthwith commence monthly payments at the rate of $20.00 per month, per space, for each of the parking spaces included in the 'J' building and for each of the parking spaces covered by this agreement in the parking structure. This amendment shall have DAB:cez 2 December 22, 1988 no effect whatsoever upon payment of the $13,000 annually involving reimbursement for the cost of establishing parking spaces in the 'J' building, and the monthly per space charge shall be subject to adjustment periodically as provided for in Section 2.3." B. Paragraphs 2.6, 2.7 and 2.8 are hereby added to the agreement to read as follows: "2.6. Center shall provide and maintain exterior maintenance and appearance of the Woolworth building to the satisfaction of Agency and he Fe by agrees to join a maintenance and security district if one is formed for the Main Street Revitalization Project or any similar downtown rehabilitation program." " 2 . 7 . Center agrees to make such improvements as are required by the Main Street Revitalization Project or any similar downtown rehabilitation program to the exterior building and parking area facade, provided that the cost of any such improvements shall not exceed the total sum of $50,000 including costs in the approximate amount of $33,588 for exterior improvements as presently planned. The west wall of the DAB:cez 3 December 22, 1988 building is to be resurfaced in such a manner as to be compatible with and architecturally conform to the existing north wall. All such proposed improvements shall be first submitted to the Agency for approval." "2.8 A wrought iron security fence to be approved by the Project Manager of San Bernardino Downtown Main Street, Inc. shall be installed eround the transformer. In addition, the transformer pad shall be designed to drain to the street." 3. In all other respects the Parking License and Easement with Option Rights as entered into on the 21st day of April, 1983, and as previously amended, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date and year first set forth above. By COMMISSION IHO CENTRAL CITY COMMERCE CENTER A Calif. General artners!p ,// ?/ //~c~~....~. J. COUS SOUL IS , e al Par~ . {~;..' I By , . .'17</, ((<:('1/4- ~R J ROME T. TAUREK, (~ A General Partner By Approved as to and legal ont DAB:cez December 22, 1988 4 I L__ The City of San Bernar~no hereby consents to this Agreement. ATTEST: kd#b?~ 'City C1.erk Approved as to form ...~. ~ ~4U Ci orne DAB:cez December 22, 1.988 5 STATE OF CALIFORNIA ) ) ss. ) COUNTY OF SAN BERNARDINO On May 4, 1989, before me, the undersigned, a Notary Public in and for said State and County, personally appeared Nicholas J. Coussoulis, personally known to me or proved to me on the basis of satisfactory evidence to be a General Partner of the California General Partnership that executed the within instrument and acknowledged that such Partnership executed the same. WITNESS my hand and official Nota State SEAL: e. .. : .' OFFICIAL SEAL reo G THEODOROU NO~AIn' PUBUC - CAUFORNIA SNl BER*RDINO COUNTY Mr comm. aplros FD 23. 1993 STATE OF CALIFORNIA ) ) ss. ) .- COUNTY OF SAN BERNARDINO On May 4, 1989, before me, the undersigned, a Notary Public in and for said State and County, personally appeared Dr. Jerome T. Taurek, personally known to me or proved to me on the basis of satisfactory evidence to be a General Partner of the California General Partnership that executed the within instrument and acknowledged that such Partnership executed the same. WITNESS my hand and official seal. Nota state SEAL. @ OFFICIAL SEAL . -" . rEJ G THEODOROU . ~ : NOTAR'I" PUBLIC . CAU~ORNIA. . SAIl BERftARDINO COUNTY Mr comm. upI... FE! 23. 1993 ---') 0"" ,-I to"" . \,~.:.;> \ ~ '\ ~~ i !'OUllTH AMENDMENT TO PARltINCil LICENSE AND I!:ASI!:MEN'1' WITH OPTION lUCilHTS THIS FOURTH AMENDMENT entered into and effective this 6 day OfDecembe~ 1993, between the COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, CALIFORNIA, hereinafter "Agency", and CENTRAL CITY COMMERCE CENTER, a California general partnership, as licensee, hereinafter "Center", and consented to by the CITY OF SAN BERNARDINO, hereinafter "City", amends that certain Parking License and Easement with Option Rights entered into between the parties on the 21st day of April, 1983, as previously amended pursuant to Resolution No. 4737 of the Community Development Commission and \ Resolution No. 85-84 of the City of San Bernardino, as further amended effective June 2, 1986, pursuant to Resolution No. 4884 of the Community Development Commission and Resolution No. 86-192 of the City of San Bernardino, and as further amended effective May 4, 1989 pursuant to Resolution No. 5187 of the Community Development Commission and Resolution No. 89-121 of the City of San Bernardino. RECITALS The parties hereto desire to amend that certain Parking License and Easement with Option Rights, hereinafter referred to as the "Agreement", heretofore entered into as specified above to further delay the start of a portion of the $20.00 per space, per month, lease payment. JBH:nml .November 17, 1993 1 L IMPLEMENTATION The parties heretofore agree that: A. Paragraph 2.5 as added to the Agreement by the First Amendment dated April 4, 1985, and as amended by the Third Amendment dated May 4, 1989, is hereby amended to read as follows: "2.5 Notwithstanding the provisions of Section 2.3 above, payments by Center, as licensee, for the monthly parking space charges shall be postponed until August 31, 2003, at which time the monthly charges shall begin to be due and to be paid by Center to Agency. Except that Center shall pay the operation and maintenance costs for said parking spaces to Agency as periodically established. On August 31, 2003, the licensee shall forthwith commence monthly payments at the rate of $20.00 per month, per space, for each of the parking spaces included in the 'J' building and for each of the parking spaces covered by this agreement in the parking structure. This amendment shall have no effect whatsoever upon payment of the $13,000 annually involving reimbursement for the cost of establishing parking spaces in the 'J' JBH: nml November 17, 1993 2 , building, and the monthly per space charge shall be subject to adjustment periodically as provided for in Section 2.3" 3. In all other respects the Parking License and Easement with Option Rights as entered into on the 21st day of April, 1983, and as previously amended, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date and year first set forth above. COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO By --r~~ C a~rman By By \ By Approved as to form and legal content: ~1l~ Agency unsei JBH:nml November 17, 1993 3 The City of San Bernardino hereby consents to this Agreement. ATTEST: CITY OF SAN BERNARDINO -.iJ....J...d. et~ Ci ty'-Clerk ...----;- ~ // J \ By: /~/~ Tom Minor, Mayor Approved as to form and legal content: JAMES F. PENMAN, City Attorney ~ 4 .r,' ] :z 3 .. . , , 7 a 9 10 11 12 13 14 p, ~ 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 83-50 RESOLUTION OF THE CITY OF SAt: BERNARDINO AUTHORI:ING THE EXECUTION OF AN AGREEMENT AMONG THE CITY, THE REDEVELOPMENT AGENCY OF THE CITY. OF SAN BERNARDINO, AND CENTRAL CITY COMPANY RELATING TO A SECURITY. GUARD PROGRAM. BElT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. 1he M~yor of the City of San Bernardino is hereby author~zed and directed to execute on behalf of said City an agreement among the City, the Redevelopment Agency of the City of San Bernardino, and Central Ci~y Company relating to a security guard program, a copy of which is attached hereto, marked Exhibit -A- and incorporated herein by reference as fully as though set forth at length. . , SECTION 2. The agreement authorized by this resolution shall not take effect until fully signed and executed by all parties. No party shall be obligated hereunder unless and until the agreement is fully executed and no oral agreement relating th~reto shall be implied or authorized. I BEREBY CERTIFY that the foregoing resolution was duly . adopted by the Mayor and Common COuncil of the City of San " Bernardino at a reCJular February meeting thereof, held on the 21st day of vote, to wi t: , 1983, by the following Council Members Castaneca. Reillv. Hernandez, Marks. Quiel.Hobbs. Strickler NAYS :. )Jone AYES: ABSENT: None -;Or A. ~I, ~ . 'P!//,I!1, J/dt ':/ ,/ City Clerk 1 The foregoing resolution :2 of February . 1983. 3 .. Approved AS to form: .~ 8 9 10 11 , , " 12 13 14 ...... - 15 16 17 18 19 20 21 22 23 24 25 26 27 Z8 ! :2 3 4 , 6 7 8 9 10 .11 "It. 12 13 14 to IS 16 17 18 19 20 21 22 23 24 25. 26 27 28 '." '-" AGREEMENT --------- (Security Guard Program) THIS AGREEMENT is made and entered into this O? .? day of ~+JlL , 198~, by and aDlOng the CITY OF SAN BERNARDINO, a municipal corporation, hereinaft:!r referred to as .City., and the REDEVELOPMENT AGENCY OF THe CITY OF SAN BERNARDINO, a local pUblic agency,. hereinafter referred to as .Agency., and CENTRAL CITY COMPANY, hereinafter referred to as .Company., a joint venture between CTC Company, a California partnership, and Central City Associates, a California partnership. 1. Recitals. (a) The parties hereto are also parties to a certain Reciprocal Easement Agreement dated as of the 24th day of December, 1970, recorded December 24, 1970 in Book 7580 at page 280 of the Official Records for San Bernardino County, California. (b) Under that Reciprocal Easement Agreement, City and Agen~y have previously undertaken responsibilities with regard to providing a security guard program for the Central City Mall, the 3-level parking structure, and parking lots within the Central City Mall complex, being the area described as the .project Area. in the Reciprocal Easement Agreement. (c) City and Agency have heretofore entered into an agreement entitled Agreement (Security Guard Program) dated the 22nd day of May, 1979, most recently amended by Resolution No. 81- 250, which approved the Fifth Amendment to Agreement, which Fifth Amendment was dated the 19th day .of June, 1981. The parties now desire to terminate that agreement, and replace it in its entirety by this agreement. J 1 (e) ~he parties hereto desire that this agreement shall ; . , 2 run concurrent with the Reciprocal EaselRent Agreement, and Cover 3 the entire term of the Reciprocal Easement Agreement, and shall 4 continue in full force and effect as long as the Reciprocal , Easement Agreement is in effect, except as otherwise specified in 6 Paragr~ph 2ej) below. 7 2. . Implementation. B ea) City Undertakings. City agrees to provide during 9 the term of this agreement, through City forces or through its 10 agents, a comprehensive security guard program of foot patrol 11 inside Central City Mall and a combination of foot and motorized '. 12 patrol in the 3-1evel parking structure and the outside parking \ 13 lot areas within the Central City Mall complex. City's o 14 15 undertaking in this regard shall apply to the public areas of the Central City Mall complex, and shall include the public areas of 16 the property bounded by Second Street on the south, -E. Street on 17 the east, Fourth Street on the north, and .G. Street on the west, 18 in the City of San Bernardino. This includes the so-called main 19 entrance corridor off of Second Street, and the upper and lower 20 Penney's courtyard areas. For purposes of this agreement, .public 21 areas. shall be deemed to include both publicly owned and 22 privately owned property within the Central City Mall complex 23 which are open for general public usage as pedestrian walkways, 24 . and not utilized for commercial purposes by any particular 2S 26 business or enterprise. . eb) Retention of Agency Services. City retains Agency 27 to provide, and Agency agrees to provide ahd administer, the 28 comprehensive security guard program provided for above. 1 (c) Security Plan. The overall sacurity guard program 2 shall encampa53 a comprehensive plan for providing 24-hour :3 security coverage, incorporating the efforts of the Agency, City · and Company. Agency shall be responsible for the employment, S assignment, supervision and administration ~f all security guard 6 personnel assigned to the program and agrees to maintain said 7 personnel on duty daily, in accordance with the schedule attached, 8 marked Exhibit 1 and incorporated herein by reference. Hhen the 9 schedule permits, a beat system of security deployment shall be 10 observed. The schedule attached shall be a minimum schedule, 11 below which City and Agency will not reduce security coverage. '. 12 Included within the security program, as part of its city-wide 13 responsibility for generaF law enforcement, City undertakes to 14 provide on-duty police protection as set forth in the schedule po '0.'.4 U IS attached as Exhibit 1. Any officers so provided shall be under 16 the direction, supervision and control of the Chief of Police of 17 the City, who may vary the hours of duty in emergencies and for 18 higher law enforcement priorities. Company agrees to provide 19 funds, initially in the amount of $11,460 annually, to assist in 20 the overall financing of the estimated costs of maintaining the 21 personnel schedule contemplated in Exhibit 1, which amount shall 22 be subject to adjustment based upon the percentage of increase or 23 decrease in the salaries of security Officers. 24 (d) Security Personnel Requirements. Agency shall 2S employ a working security supervisor to be in responsible charg~ 26 of the day-to-day operations of the program and shall also employ 27 one or more assistant security supervisors to provide supervision 28 and continuity of direction. Either the supervisor or assistant 1 2 ) 3 4 5 6 7 8 9 10 11 '. 12 13 14 , 0 15 16 17 18 19 20 21 ~ 23 ~ ~ 26 27 28 supervisor shall be present at least at all times that the mall is pen to the public. The security supervisor and assistant security supervisors shall meet the minimum requirements required of other security guard personnel and shall be working supervisors. The hours of employment of said supervisors shall be considered as being included in the schedule marked Exhibit 1. All security guard personnel employed by Agency shall be either off-duty or retired peace officers, although reserve officers recommended by their supervisors shall be satisfactory. The security personnel shall have training and knowledge in law enforcement and shall be qualified pursuant to Penal Code Section 832 (Training Course in Laws of Arrest and Carrying and Use of Firearms). Security personnel are authorized to arrest and issue notices to appear pursuant to the provisions of Chapter 5.40 of the San Bernardino Municipal Code. Security guard personnel shall be of trim and neat appearance and shall wear a standard uniform and badge approved by Agency. Security personnel shall carry a sidearm at all times while on duty and shall qualify to use said sidearm pursuant to and in accordance with the regulations of each officer's law enforcement agency and the time requirements thereof, or" every ninety days, whichever period is the more frequent. (e) Public Information Services. Security guard personnel shall be required by Agency to serve as public information Officers, assist citizens, and shall coordinate their duties with on-duty police officers~ (f) Equipment. A City-owned patrol vehicle and handy- talkie radio units shall continue to be provided and maintained (g) Coordination. The performance of City's obligations under this agreement shall be cocrd~nated by City's Public Buildings Superintendent.', Agency shall provide monthly reports to 14 the City's Public Buildings Superintendent on the first day of IS each month, verifying the number of hours of patrol performedJ and 16 such other information relating to Agency's obligatiens under this 17, agreement as may be required by City's Public Buildings 18 Superintendent. 19 (h) Traffic Control. City agrees to continue to 20 maintain traffic control at times of unusual congestion and to 21 assign Police Department personnel to perform law enforcement 22 duties in and around the area of the Central City Mall complex as 23 the situation requires. Specifically, City agrees that during the 24 Friday, Saturday and Sunday immediately following Thanksgiving Day 2S of each year., and for the two weeks before Christmas of each ye1:lr, 26 during the period of 12:00 noon until 5:00 p.m., extra effort 27 shall be made to assign a traffic control officer to the main 28 entrance to the parking lot on Second Street, and the Fourth and 1 ~ 2 3 4 S 6 7 I 9 10 .11 "- 12 13 €~ ... for use in L~e security guard prcgram. Such vehicle and radio equipment shall be operated in strict conformance with all applicable City policies, rules and regulations and with federal law. Agency agrees to replace, in-kind, any lest radio equipment and to compensate the City for any damage to . City-cwnea vehicle or radio utilized in the program occurring as a result of negligence of Agency or its security guard personnel, Officers, employees or agents. City agrees to provide an office or other facility for use of Agency in administration of the security guard program. 1 2 3 " , 6 7 8 9 10 '11 '< . 12 13 14 (S; .."7- .t 15 16 17 13 19 20 21 22 23 24 ~ 26 27 28 ;j . -F- Street exit of the parxing structure. The parties recognize th~t law enforcement personnel may be assigned to more urgent law enforcement cuties, in which ~vent the Public Builcings Superintencent will enceavor to provide alternate traffic control personnel. In addition, the Public Buildings Superintendent shall provide manpower to chain off the parking lots curing the period from Monday through Friday, but on weekends, that responsibility shall be reposed in the Agency. Not more than six hours of manpower on any given weekend shall be required for this function. City shall reimburse Agency for services provided uncer the provisions of this agreement for all costs actually incurred by Agency together with reasonable administrative overhead. Such payments shall be pursuant to agreement between the City anc Agency as may be developed from time to time. All sums paid hereunder by City shall be used by Agency for direct and indirect costs of the security guard program. (i) !!!E. This agreement shall be coextensive with the term of the Reciprocal Easement Agreement referred to in paragraph lea) above, and any amendments or extensions thereof, except as otherwise provided in subparagraph (j) below. (j) Termination. Tbe agreement shall be subject to termination only on such terms and conditions as the Reciprocal Easement Agreement is subject to termination, and shall not be terminated unless the Reciprocal Easement Agreement is terminated, . provided however that in the event that any of the parties to.the Reciprocal Easement Agreement other than City or Agency objects to the license issued by the City or Agency to Commerce Development Associates for parking relating to the Andreson Building, ~ o ) , l' desi9nat~d as Parcel L on E~hibit A tc the Reciprocal Easement 2 Ag~eement, or to the licensing agreement. tc be issued by City or 3 Agency to the owners or develdpers of the old Woolworth Building, 4 designated as ParcelE on E:hibit A to the Reciprocal Easement , Agreement, ,and said objection results in a termination of either 6 license, this agreement shall ~ subject to immediate termination 7 at the option of City or Agency. 8 (k) Hold Harmless. City hereby agrees to and shall hold 9 Agency and Company, their agents and employees, harmless from any 10 liability for damage or claims for personal injury, including 11 death, as well as from claims for property damage, which may arise 12 from Agency's operations using the security guards under this 13 agreement, whether such operations be by Agency or by anyone or 14 more persons directly or indirectly employed by or acting as agent 15 for Agency. City agrees to ,and shall defend Agency and Company, 16 their boards, officers, agents and employees, from any suits or 17 actions at law or in equity for damages caused or alleged to have 18 been caused, by reason of security guards' operations pursuant to 19 this agreement. City specifically agrees to hold harmless all 2Qsuch security guards and other persons employed by Agency for 21 security guard functions with regard to claims for false arrest, 22 false imprisonment, and any and all other conduct arising out of 23 and in the scope of their employment, except for any liability for 24 which the City is prohibited by law from protecting such employee 2S or agent. 26 Agency hereby agrees to, and shall, hold City, its elective 27 and appcintive boards, commissions, officers, agents and 28 employees, harmless from any liability for damage or claims for damaga for pe~~onal injury, including caQ~n, as well as from I claims for property damage which may arise from Agency's negligence, other than ~hat through the security guards and the use thereof, under this agreement, whether such negligence be by Agency or by ane one or more persons directly or indirectly employad by, or acting as agent for Agency, but not including the security guards or security supervisors. Agency agrees to, and shall,-defend City and its elective and appointive boards, commissions, Officers, agents and employees from any suits or actions at law or in equity for damages caused or alleged to have been caused by reason of Agency's said negligence. (1) Problem Resolution Committee. In the event any difficulty arises as to t~e implementation of this agreement, or as to the manner in which the security program is conducted, at the call of anyone party, a committee consisting of the Chief OT Police of City, the E:ecutive Director of the Agency, the City - Administrator, the Public Buildinqs Superintendent, and a ~ representative of Company shall convene promptly to attempt to , resolve any difficulty or misunderstanding which may have developed. (m) Rules and Regulations. Agency shall promulgate and enforce rules and regulations for the activities of all security guard personnel wherein and whereby the activities of said security guards are confined and limited to the public areas of the Central City Mall complex, including the 3-level parking structure and parking lots. For purposes of this agreement, public areas shall be deemed to include both publicly owned and privately owned property within the Mall facility and the .. 1 2 "- 3 ... , is 7 8 II 10 11 " 12 13 14 F'. 0 IS 16 17 18 19 20 21 22 23 24 2S 26 27 28 immediately adjacent parking areas, which are open for general public usage a2' pedestrian walk-Nays, and not utilized for commercial purposes by any particular business or enterprise. Said rules and regulations shall be developed in conjunction with the City and Company in order to implement the purpose and intent of this agreement. (n) Amendment. This agreement may be amended or modified only by written Agreement signed by all parties, and failure on the part of any party to enforce any provision of this agreement shall not be construed as a waiver of the right to compel enforcement of such provision or provisions. (0) Assignment. This agreement shall not be assigned by , any party without the prior written consent of the others. (p) Cancellation of Prior Agreements. That cer~ain agreement dated May 22, 1979t and all amendments thereto, between the City and Agency, and that certain agreement dated the 22nd day of May, 1979 between Agency and Company are each hereby terminated. (q) Compensation of Personnel. Agency presently has in force a schedule of compensation for security personnel, including security guards, assistant supervisors and the supervisor, which the parties hereto agree shall be the base for future compensation. The parties acknowledge that Agency shall hereafter be authorized to change the compensation for security personnel on the same basis that increases or decreases are granted to the general class of employees of City, effective as of such times as changes in compensation are effected for such employees. IN WITNESS WHEREOF, the parties have executed this Agreement r- 1 on the day and year first above written. ATTEST: t. 2 :3 4 ~;'471'7/ ~4f/ C!'ty Clerk , 6 Approved as to form: 7 ~ Ci ty A Horney REDEVELOPMENT AGENCY SAN BERNARDINO .... 9 10 11 12 13 14 () Approved as to legal IS form and adequacy: ~ 16 17, Hm. A. Couns 18 19 20 21 22 23 24 2S 26 27 28 CENTRAL CITY COMPANY, a joint ventur By: CTC Company, a California ~ar h~rVJ. ~'J Ge ral Partner Central City ociates, a ifornia part erahi / / By: By By . P.ROPQS~D IMPLEMENTATION PLAN fOR CONSOLIDATION OF CENTRAL cm /DOWNTOWN PARKING DISTRICT SECURITY AND PARKING CONTROL 'FUNCTIONS ,. BACKGROUND a. History b. SUIIIlIa ry II. ' ORGANIZATION III. AREAS OF RESPONSIBILITIES IV. RULES AND REGULATIONS a. Central City Mall b. Downtown Parking District V. WORKING HOURS . a. Central City Mall b. Downtown Parking District ;" - () From 10:00 a.m. - 8:00 p.m. Winter From 10:00 a.m. - 10:00 p.m. Summer Mon. thru Sat. c. Parking Control VI. LEGAL REFERENCES i. Security Agreement Res: No. 83-50 California Vehicle California Penal Codes City of San Bernardino Municipal Codes VII. COMPENSATION/EMPLOYMENT STANDARDS a. Cost ana.1ys1s b. Permanent employees (City Res: No. 6413) c. Part-time employees (City Res: No~ 6413) d. Job descriptions VUI. UNIFORMS AND EQUIPMENT a. SecurityOff1cers part-time (See Rules & Regulations) b. Police Officers (Departmental Policy) IX. AGREEMENT REVISING a. Redevelopment Agency (RDA) b. Reciprocal Easement Agreement (REA) Central City Mall Canpany c. Other agreements as may be detennined at a later date. X. ORGANIZATIONAL CONTROL a. . Operational b. Administrative 1. Payroll/Accounting 2. Personnel actions r. ~.; r.:;. e,J I. BACKGROUND A. HISTORY: Since 1974, the security program agreement for the Central City Mall has been contracted for. through the Redevelopment Agency (RDA), by the City, on a year-to-year basis, with the level. total man hours, of services be- ing determined annually. In 1983, this agreement was revised establishing a minimlD1l level of service, 26.834 man hours, establishing a beat system and extending the new agree- lllent to the 1ffe of the Reciprocal Easement Agreement (REA) for Central City Mall, which runs to year 2025. It established a problem resolution commit- tee consisting of the Chief of Police, Executive Director of the Agency, the City Administrator, Public Buildings Superintendent, and a representative of Central Ci ty Mall Ccmpany. . This Committee is to attempt to resolve any difficulty or misunderstanding which may develop. It also authorized ROA to change the compensation for security personnel on the same basis that is granted to general employees of the City. '\ Central City Mall Company agreed to provide funds, initially to assist in the overall cost of maintaining the personnel, man hours, schedule in exhibit I, of agreement. Res. No. 83-50, exhibit #.I-A. This agreement also commits the City to provide the following: 1. ~QUIPMENT: (Public Buildings) a. Patrol vehicle (one) b. Radio equipment (eight) c. Office at Central City Mall 2. TRAFFIC CONTROL: (Police Department) At times of unusual congestion, the Police Department is to assign Police Officers in and around the Central City Mall complex. 3. COORDINATION: Obligations of the City to be coordinated by the Public Buildings Superintendent 4. ESTABLISH/ADOPT RULES AND REGULATIONS: The Problem Resolution COmmittee has met several times in regards to the follOWing: I. Rules and Regulations b. Recruitment of qualified employees c. Employment requirements d. General authority of Security Officers e. City liability f. Financial commitment g. Management and supervision of function r~ ~ '6. Sl/fIfIARY: Due to long tenn commitment. and staff time involvement in the program. the RDA requested its responsibility be transferred to another city staff agency. The Problem Resolution Committee's conclusion was that the most cost effective and efficient way would be to establish an organizational structure that would provide stability. not only to the Central City Mall security program. but also to the Downtown Parking District Security and Parking Control. This could be accomplished by realigning all three (3) functions under one (1) supervisor. Police Seargent. plaCing the operational control under the Chief of Police, and administrative responsibilities under~the Public Buildings Superintendent. This WDuld provide a professionally trained law enforcement person. to perform those duties that are far to6important to leave to a part-time employee who is either a retiree seeking supplemental income or a quasi-professional seeking interim employment, yet would not add an additional administrative work load on the Police Department. The cost for an additional Police Slargent could be funded from within the exist- ing proposed budget for FlY 84-85. ~,.. o This proposed action has been presented to the Central City Mall Company. Chief of Polfce. Executive Director RDA. City Administrator. Downtown Parking District Commissioners and Parking Business Improvement Board. all have concurred with this concept and recommended its adoption. ~ ,~ '" ~ ." '" c: c: n co co C ,.... ,.... '" .... .... .... C"') C"') -i -< ~ co "'1:"> I'T'I '" 0 c: '" .... . >I'T'I ." % .,., '" ,.... E ... % -< -I '"' '" <:I ""I'T'I ~ -< .... ;;;~ il .... <:I % r- 0 .,., ::> I:"> r- I z ~ '" . ." n - '" c c: -I :::! - caz -< <: C:O r;; - en ;; z VI -...... -< - %0 r- 0 I'T'I" r- Z en~ en V> I'T'I - n 'fi c: ... - -I ." -< ~ 0 ...... 0 \CO - VI I'T'I n " c: ... - -I -< ...... I:"> ." > I'T'I -< V> i % c: I'T'I al ." - ." ~ ..... ." ..., % c: I > ... - eo r- al ... <: en r- Ut "" - -I - 0 ." - '" ... .' ..;1 c: ... % 0 ". % I'T'I .:> ... -l 0 <: - ..., n ...... 0 <: ...... % Cl ." I'T'I 0 c: :z Cl en ~ ..., -l r- ..., n .... ~ - n Cl en n c: % Cl r- ..., ... -I c: - ... ... '" ~ Cl n I:"> r- I'T'I -I - '" VI ..... I'T'I r- n -I -I - - Cl :z ." ." ...... ." enen ". ". -< III III ... 0 ... n::l "" ." "" al c.... - I'T'In - ..... .,Q % ::>::l::: :z I ....., I:"> ".- I:"> al '< -II'T'I 0 - ." 0 ~ en - I 00 - 0ClI en ~." en ~ ...n -I- -I "'C ... L._ r- ::0::1 I'T'II ....., - - :zn. n.... n (") (") c:.... ~~ -I Or- -I ~ :z - ... en -I (") ." en- 0 I'T'I ~I'T'I ~ 0 ... n c: ... c: r- 5i ::0::1 .... ::0::1 - n n - I'T'I III ~ .... en ., ~ 0 -- - '- .-. J,..., - '-- x ,... .'-' w ~ W:=) W:=) W W<.:J o -' c5 c5 c5. ci ~ f~'U I>: : !I/./illl,! I> ~ 1'/1 -liiH "';'111 ~I~-'- o /II::''':----o! I :;,;: O' '1;> 0 ---'D" - I I "-',: ':i:! . ,-' .1,1 ',i.; .-' P, . <~i, I I -....l '.'.~, -..J' . '--I . . . -...I -..I I . - ----1 I PE~?t.\1- ", I :1. I ", I I ~ I I f ill r o LJ (f) o _6-11 0:: -0... ~ f I , ! I :~ .. me! -'" ''''''' '. "', , "\. "'.~\"-I:":':-::;:; -'. (':C.~'''~'l . ".'-"'. ~';':''';'-'r. Y":"ll/ r~;;t'()I' ;'111/ I...... 'I '.' ", ... ~l , ~aaJ!S - .:::..:....:;;.....'~...... ~;~~...;;:i~\;;~~~~~,~ ".;:..V;:\'":..i~\...:.':..\'i .-....-........., L....- ~~:~::~f) '-- 'wif (\]~I W/",:lllt".;H:II ,'il"I"I"Il I...j I 1'1,,'....11 - ',~ 1!llliit1!;i/!!Jdl' " " 1 :111;llil~J!lll . t'" '" I~if. 1'\ ..:,. ..... ...... -"I . . - - <D <D ~ - (J) ~~1 r I , B r-- . -..- ... - . - <D <D ~ - CIJ - <D <D '- - CIJ ..c - <;;t I I,.,'" I ' "Il,.;Hljl ii!liili/!/IIII:;l! t)illi!li:'-jh!llll!lii~ -'IIII'I~.' -!.I..., -' Ii. ~I"'" o I, ~~l!mi' ullll;!I.WI'!;:Wiil lllll/i:iitwllll, 3 . --- < I 'U "-. (:J E: ..... ..... tti :U. " 1 "" ... - -- ====: a I I I I 1: II a 0+- OJ <D '- - (f) ! ~ ~ I I -c ~ to .. r II , I "" :::J - OJ OJ l... - en -0 o I'f) /I . -C .c IN . . i 1 @ ;:..:. . . @ l~ <ID- ; <ID- @ @ @1~ ~ @~ @ @ @ @ <:) LI~r ~l..~. @ .~ . . i j,~ ...~ @ J. ~ 4e~ .- :i ~:ij. . - f~ -=> . '-4 ~;f! - t >1 . i .. : l' J _ 41ft 1. :. (.; . ~j~ r r-.. ~1!:i m~ !. [- .4 !tl ... . . ~:I:~~ o. i ~~ @-- ~ l:'~ . ~~ rn l ,n -!, ." I ~ <.!' 1, 0 ~ "'4--S1l0' r f f@--~' :.~~ ,,~.'" .". ~~. #~~:;,. J~ 0 . . llj '~ll, I fH; : . ,.,] ! . i l/:J, j . J "'''''_"1 .1 _..4_1.... ~ ... . fH . I .,....,,4.'.' 1 --._- ;\ -- ~ ;-S -/J <0 '" QJ \.. cO I\J a.. a.. ~ I'W~I ~T.'~~-~TI ~ !/ r L - 1 A j o _ffJJJJ '.Ii . . dF.~ ' ~ N ~ .;~L." ' ~ ~ --;g"I 1.1 " ~~ '" ill ~ "'''''''1 cO It -'-';; a.. ,!~ ::J ::!~ - '.lis -..- o fi~ .~~ .~ ~n .~) Cn. :i dJl ~~~ 1'< I < .. I f.i _TJ!,t l=-=-J~.;'~~:r . . . $ .....-!ll; " , . i f I l : lf~' ,., I .",; J-"~ ~; G ~ . "'~. ;,.. I ''''~'~' .:f J. 1'd.!./. It 1'--::;1 .;' f1;l; 1~ ~.,~ ]~ ~~ l~ J1;i :.,..,. ! '..,...... -- ~. '......., -..,-0\.... .. ...'""....1 -.- ~. \''"'II':U. ........~- !'tL T--:;"'~'I '~ ,:;...--- r.::==; - -~ r:.' ,-I ~"T-' t, . ., . . \ , i ~ . d ~;? A r::\ '-j:'! .,...~ f'~' .": ".':- I:"~ '$ . ,I. -.- '~, ,@ '. o .1,4 ,lH " k , A, I. t I t . ! I , /..../ @ @ e e e o G e -B @ @ @ @ @ ~,., ~, ' " ' .~ -11I aJ- .~ o;j ~cJ' iO!;; o~ ~' c &3 , . .. . ' ~' ~ fjJ -{!) @ @ @ s ctfj ~ '~.~,oo c ~\ ~ ~' ~-..;:~ :a C"~ ~~~) i~'\ !: . ! J a :I il R Q c J ~ @ @ @ @ ~.....--. @-' L ~ @- fllll 1,1 J ;Ir h L. ~ I ..h ~ ., · I ,..:. , . L Ii ,,:~ -- ,,3 J"f;i r ~ M ~n~ - - - i , . .' . : oj;. ~ i . I; d~ I .~-,. 7,!;!'i r--oI~'>Q fjI!j @ @ , . .. <EY/ B ~ } . dH IIg - ~~ + 1O"'-t QJ . [fl~ lL 0... :::> @ @ @ @ 8 , ! , I' . . I ...........1 ..........~.'" - . ~J~ . --,~~ .f .. r~I-I--.-r-.I~1 r I ! .0 ~ ~. -E-lIJ- <Il I.. ca~ :::J I~L.l_1_ i_I. I t: RlI:l:l:I ~. ;1 @ ""- ;:t 'I. ~ . .,.. ill~;.;..~ :;f ~ o ,,:~;~ J:' @.~ .~'Sl' .~ - , _~3 ...@. "'~' :.~ ' @ li- l~ rtA g! ,...., ~ J ' . f .3 11m idl ","'''11'1 -- ... '........'. -- ... ,....&11."1 _..-'" ... J!~ ~i.( HJ~ ... I~ U~\ fi~! .4 . m .~ .a ";:':~.' . ~ 0 · ~U ~ ..::, a." ~ .1-:,-.:: l. ~ oa-a: .,n= ~1,'1"CIt Ji . -tS ~ !fA ~ -- ~D . I~; ~ !1 -9 ~ ~nt ~i;!m illri I ~ ]~. .,;~ -~T-::r -_: . 'ddliLlf! @)---=.... ~ ;f'.UI~ ..5 ,li j~,t It .. ""....Illf:. ~ -;: ~;~ .:'::~! A'~ r f f @f" : ..::...~~ l -;"" u, .15 , ......~~~ .- .... .... -- i n ...~ I....,"! I' ;; fi ..!l ...... ........ -- ... ......... -........... - ...""(W'\ -- .. "~~~ "'....f.' - -~ ...' , 1=/ r-hT--' 1 i 1 ... @ ~ . . . ! @ e (9 e e G e -8 . . ,...., .~ @ ~ ~ 16.1'2 ';:EC ~ 0(3 ~.~ ~l ~ @ @ @ @ r@ .-@ . a I Ii il Q o J LIJ j 1 fl - ~. .....-.. L , , , I @ ;~ 4M II- @ i ~ -' i. . .- @ l;. ~- ,.... 0 l "Id~ - J_.l_r~ 1.1. -- @ ~rL- 3 ~ii~ . ffi.l . <l <ID- L i t !.. ~H j uii II .!! . ~ ~ni '........, ::l . :::> -- I , - ~ ;r ......eq'C H~j -- .. . - ~ . ,- ] ~- ''''''Ul'C - I- _"._.... - @ , l: ~ .l~ .t ,- '-J ~lr- I ~ ;U J x=- .-... - ~ Jh: ..2," l!! ''irt . L !t . e, 0 \ ri~ ;-@ t- o. l @ t ' " Ji ~: ~ - . . . @) 4~ . , ',- 0 .1# l @ . lIlUlll_ @ ..... - ~ . '- @ , ht i .' " I @-- :1-" 0(1 . ~q . 0 ~ ~~ 3 l ~- dll ... " -.. n. @ ~ .,. ! !J I of ,< ~jf~ , ~m ~IH~ ',f. .1 ". -h @ i t J~ J_ J& J.' ~. ~ ~ 0 @ . If,j ,< 1 ,I f I . < . .J,. ~ -.-" .,m ,,f. 1 '.0 . z!JI @ l "....IIlJ' ::.~: .!~-~ r.!l it ;;.; -. ~ 2: .iiw .! . r f f@- .:.....J . :. ~!:. -- I @ .. _ _ ,.f_l - ~f...'= l ... . .I~ . 0 e tS ..:.Li~~l l' J. J& e . Ii , 19 ... \... ~ l e . ~ 4:.t ~ . -" !JJ! . -9 ::l ...'101.... 1 e . .0') -- I . (f)- .. , j f!l. . - "....... 0 . .. -,.._,.'0 . ...""-', * -. 1 .......-,.. , ]] ........., - , --"'- .... e t ..,~ I. ,-........ i ~Js ~ ,.....-. . _.~ N ......,.,"''1: , , -.-.-..... .. -..... J& ..-... --'" ...! ........-...- @r @--\ @ @ @ @ @ <:) r /./ I., I ....~. I .1l I @ @ @ @ ~ ,.~ -, OJ.!!! ~c ~ z..- (J~ jgg- ., ~l c r2 1:;. m~.....,..~ ~ ." . i] .a-"JI ~t'~ ~ llt.,~ ~~ j . ! ~ .61 s !l g o j --.J r r SCHEDULE OF SEWO!1Y Stl~VJc. Ai W;iP.,i..L (.j~'( ;':ALL lNS1DE SECURITY MONDAY THRU THURSDAY OF EACH WEEK From 7:00 a.m. to 11:00 a.m. From 11:00 a,m.,to 9:30 p.m. From 9:30 p.m. to 7:00 a.m. NUMBER PERSONNEL ASSIGNED 1 3- , . " . ^ ~ , '" Da ily Tota 1 (Noon to 6:00 p.m....l On-Duty Police Officer) Saturdays From 7:00 a.m. to 11:00 a.m. From 11:00 a.m. to 6:30 p.m. From 6:30 p.m. to 7:00 a,m. 1 5 1 (Noon to 6:00 p.m... 1 On-Du~y Police Officer) Daily Total Sundays From 7:00 a.m. to 11:00 a.m. , From 11:00 a.m. to 5:30 p.m. ~y:rom 5:30 p.m. to 7:00 ,a.m. Friday, & School Holidays/Vacations From 7:00 a.m. to 11 :00 a.m. ; I O~ 1 From 11:00 a.m. to 9:30 p.m. 4 From 9:30 p.m. to 7:00 a.m. 1 (Noon to 6:00 p.m....l On-Duty Police Officer) '" 1 3 1 Daily Total :(' 'Daily Total . OUTSIDE SECURITY PATROL Hon-Frf from 10:00 a.m. to 9:30 p.m. Sat. fran 10:00 a.m. to 6:30 p.m. ' Sun. from 12 noon to 5:30 p.m. 1 1 1 . Weekly Tota 1 . I MAN HOURS PER DAY 4 31.5 9.5 45 hours 9'3tx..., I' :'''::' ~ 4 37.5 12.5 54 hours 2 $og ,N,uS. 4 19.5 13.5 . 37 hours ! 1:N.MJJ<;' 4 42 9.5 55.5 hours ~c,^ . ,,<, ~ -;;'-- ,.-'- > 11.5 8.5 5.5 71.5 hours '3~/'!2~ ~.:.:; 1 I:. " In addition to the above, a minimum of 144 hours of security service shall be budgeted as a contingency for extra hours during the Christmas Season, moonlight sales, special sales events, etc. - ).. ~ !;:x..: " ~ -, I ;::-.. "] Exhibit "I" . ~) :;,::>;/f! ..:.~ .,..): . -r --I - /