HomeMy WebLinkAbout2010-272
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RESOLUTION NO. 2010-272
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
EXECUTION OF A BUSINESS OPERATIONS AND COVENANT
AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND
KOHL'S DEPARTMENT STORES, INC., FOR THE OPERATION OF AN
INTERNET SALES OFFICE WITHIN THE CITY OF SAN BERNARDINO
7 WHEREAS, the City of San Bernardino (the "City") is a California charter city formed pursuant
8 to the Constitution and laws of the State of California; and
9 WHEREAS, the Mayor and Common Council of the City of San Bernardino (the "Council"), as
10 the governing board of the City, seeks to enter into a Business Operations and Covenant Agreement (the
11 "Agreement") with Kohl's Department Stores, Inc., a Delaware corporation ("Kohl's"), to provide for
12 the operation of an internet sales office in the City (the "Sales Office"), which is expected to produce
13 significant revenues resulting in the generation of significant new local sales tax revenues to the City;
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15 WHEREAS, the City desires to provide certain Covenant Payments, as defined in the
16 Agreement, to Kohl's for the purpose of obtaining Kohl's commitment to designate the City as the
17 "point of sale" of the relevant sales transactions (the "Relevant Sales") for State of California sales tax
18 purposes during the term of the Agreement, and in consideration of the new and additional local sales
19 tax revenues and other tangible and intangible benefits to be received by the City arising from the
20 operation of the Sales Office within the City; and
21 WHEREAS, the City has not paid any costs associated with Kohl's acquisition or development
22 of the land for the Sales Office or for the construction or equipping of the Sales Office; and
23 WHEREAS, Kohl's operation of the Sales Office will provide significant public benefits to the
24 City because, among other matters, additional Sales Tax revenues generated by such activities represent
25 a significant source of new and additional public revenue for the City, which may be used by the City
26 for the funding of necessary public services and facilities, including public safety services and facilities;
27 and
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2010-272
1 WHEREAS, the City has further determined that the operation ofthe Sales Office serves the
2 additional public purpose of fostering a business and civic environment which may attract additional
3 businesses and investment in the community due to the availability of the increased public and private
4 services and economic activity resulting therefrom; and
5 WHEREAS, the City has the legal right, power and authority to enter into the Agreement and to
6 consummate the transactions contemplated by the Agreement; and
7 WHEREAS, in making the Covenant Payments, the City would not be in violation of any
8 spending or debt restrictions arising under Article XmB of the California Constitution.
9 NOW, THEREFORE, THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN
10 BERNARDINO DO HEREBY RESOLVE, DETERMINE AND ORDER, AS FOLLOWS:
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Section 1.
The information set forth in the above recitals of this Resolution is true and
12 correct.
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Section 2.
The Council hereby approves and authorizes execution of the Agreement by the
14 City with Kohl's Department Stores, Inc., regarding the operation of an internet sales office within the
15 City.
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Section 3.
The Mayor of the City is hereby authorized and directed to execute the
17 Agreement on behalf ofthe City in substantially the form attached hereto as Exhibit "A," together with
18 such changes thereto as may be approved by the City Attorney. The Mayor or the City Manager or such
19 other designated representative of the City is further authorized to do any and all things and take any
20 and all actions as may be deemed necessary or advisable to effectuate the purposes of the Agreement,
21 including making non-substantive modifications to the Agreement.
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Section 4.
This Resolution shall take effect in the manner as provided in the City Charter.
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2010-272
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO APPROVING AND AUTHORIZING THE
EXECUTION OF A BUSINESS OPERATIONS AND COVENANT
AGREEMENT BY AND BETWEEN THE CITY OF SAN BERNARDINO AND
KOHL'S DEPARTMENT STORES, INC., FOR THE OPERATION. OF AN
INTERNET SALES OFFICE WITHIN THE CITY OF SAN BERNARDINO
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I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor and
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Common Council of the City of San Bernardino at a j oint regular
meeting
,20] 0, by the following vote to wit:
Abstain
Absent
a~~ h,~
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Rachel G. Clark, City Clerk
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The foregoing Resolution is hereby approved this -r~ day of August
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atn . orns, r
o City of San Bernardino
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PlAgendaslResolutions\Resolutions\1010l08_02_JO Kohrs Business Operations and Covenant Agreement MeC Reso.doc
2010-272
1 Exhibit "A"
2 Form of Agreement
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P:lAgendas\ResolutionslResolutions\2010108_02_10 Kohl's Business Operations and Covenant Agreement MeC Resodoc
2010-272
BUSINESS OPERATIONS AND COVENANT AGREEMENT
by and between
CITY OF SAN BERNARDINO
and
KOHL'S DEPARTMENT STORES, INC.
a Delaware corporation
Dated August 2,2010,
as the Reference Date
2010-272
BUSINESS OPERATIONS AND COVENANT AGREEMENT
by and between
CITY OF SAN BERNARDINO
and
KOHL'S DEPARTMENT STORES, INC.,
a Delaware corporation
Dated August 2, 2010,
as the Reference Date
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2010-272
BUSINESS OPERATIONS AND COVENANT AGREEMENT
This BUSINESS OPERA TrONS AND COVENANT AGREEMENT (this "Agreement")
is as of dated August 2, 2010 (the "Reference Date"), by and between the CITY OF SAN
BERNARDINO, a California charter city formed pursuant to the Constitution and laws of the
State of California (the "City"), and KOHL'S DEPARTMENT STORES, INC., a Delaware
corporation ("Kohl's"), and this Agreement shall become effective as of the Effective Date as
further provided in this Agreement. The City and Kohl's, are sometimes each, individually,
referred to in this Agreement as a "Party" and, collectively, as the "Parties." The City and
Kohl's enter into this Agreement with reference to the following facts:
RECITALS
WHEREAS, Kohl's has developed and opened or will develop and locate an internet
sales fulfillment center/office (the "Sales Office") in the City and intends, during the Term
hereof, to designate certain taxable sales transactions through the City (the "Relevant Sales");
and
WHEREAS, Kohl's expects to generate significant revenues as a result of the Relevant
Sales generated through the Sales Office, all of which will result in the generation of significant
new local Sales Tax revenues to the City; and
WHEREAS, the City, in consideration of the new and additional local sales tax revenues,
property taxes, employment benefits, and other tangible and intangible benefits to be received by
the City arising from the operation of the Sales Office and other retail operations within the City
as described in this Agreement, desires to provide certain Covenant Payments to Kohl's as an
incentive solely related to the taxable Relevant Sales activities to be conducted at the Sales
Office; and
WHEREAS, the Covenant Payments to be remitted by the City to Kohl's shall be solely
for the purpose of obtaining Kohl's commitment as herein set forth to designate the City as the
"point of sale" of the Relevant Sales for State of California Sales Tax purposes and to thus cause
Kohl's to refrain from establishing any similar e-commerce operations elsewhere within the State
of California during the Term of this Agreement in addition to the other covenants and
commitments of Kohl's as to the manner in which the Sales Office shall be operated and
maintained, all as further provided in this Agreement; and
WHEREAS, it is anticipated that the State of California Board of Equalization shall issue
a seller's permit for the Sales Office, designating the City of San Bernardino as the jurisdiction
wherein all taxable e-commerce Relevant Sales transactions conducted in California by Kohl's
shall be identified as having occurred; and
WHEREAS, such Covenant Payments shall not be deemed to be a reimbursement or
payment to Kohl's in any manner for construction costs or for any labor and material costs that
may be expended by Kohl's for the construction and equipping of the Sales Office or any other
facility, and it is agreed that Kohl's has utilized its own funds and assets to pay all such
construction and equipping costs relative to the Sales Office, and Kohl's shall not utilize any
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amount of the Covenant Payments, or the expectation of the receipt of such Covenant Payments,
for such purposes; and
WHEREAS, Kohl's operation of the Sales Office will provide significant public benefits
to the City because, among other matters, additional Sales Tax revenues generated by such
activities represent a significant source of new and additional public revenue for the City, which
may be used by the City for the funding of necessary public services and facilities, including
public safety services and facilities; and
WHEREAS, the City has further determined that the guaranteed operation of the Sales
Office serves the additional public purpose of fostering a business and civic environment which
may attract additional businesses and investment in the community due to the availability of the
increased public and private services and economic activity resulting therefrom.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES SET
FORTH IN THIS AGREEMENT, THE CITY AND KOHL'S AGREE AS FOLLOWS:
I. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and
are incorporated into this Agreement in their entirety by this reference.
2. Effective Date of this Agreement.
2. I This Agreement is dated as of the Reference Date for reference purposes only.
This Agreement shall become binding on the Parties as of the date that both the City and Kohl's
have duly approved, executed and delivered this Agreement (the "Effective Date"). The Parties
agree to confirm in writing the precise date of the Effective Date not later than one hundred
twenty (120) calendar days after the Reference Date and if the Effective Date has not been so
confirmed and if this Agreement has not previously been terminated by either Party, then the
Effective Date shall be deemed to be that date which is one hundred twenty (120) calendar days
after the Reference Date.
3. Representations and Warranties ofthe City.
3. I The City represents and warrants to Kohl's that, as of the Reference Date:
3.1.1 To the City's actual current knowledge, the City's entry into this
Agreement and the performance of the City's obligations under this Agreement do not violate
any contract or agreement to which the City is a party;
3.1.2 To the City's actual current knowledge, there are no pending claims or
lawsuits against the City that will delay or prevent the performance of the City's obligations
under this Agreement;
3.1.3 The City has the legal right, power and authority to enter into this
Agreement and to consummate the transactions contemplated by this Agreement, and in making
the Covenant Payments herein for provided, the City will not be in violation of any spending or
debt restrictions arising under Article XIIIB of the California Constitution; and
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3.1.4 Based upon the facts and circumstances as disclosed by Kohl's to the City,
the opening and operating of the Sales Office in the manner as anticipated to be undertaken by
Kohl's is not within the definition of a "public work" as defined by the California Labor Code
Section 1770, et seq., and the City has not received written notice from the California
Department of Industrial Relations stating to the effect that the subject matter of this Agreement,
including the leasing, construction, use and equipping of the Sales Office, is a "public work".
3.2 The representations and warranties of the City set forth in this Section 3 are
material consideration to Kohl's, and the City acknowledges that Kohl's is relying upon the
representations of the City set forth in this Section 3 in undertaking its obligations under this
Agreement.
3.3 As used in this Agreement, the term "City's actual current knowledge" shall
mean, and shall be limited to, the actual current knowledge of Emil Marzullo (Interim Executive
Director of the Economic Development Agency of the City of San Bernardino) as of the
Effective Date, without having undertaken any independent inquiry or investigation for the
purposes of making such representation or warranty and without any duty of inquiry or
investigation.
4. Representations and Warranties of Kohl's.
4.1 Kohl's represents and warrants to the City that, as of the Reference Date:
4.1.1 Kohl's is a Delaware corporation, in good standing to do business in the
State of California as a foreign corporation (i.e., a non-California corporation);
4.1.2 The individuals executing this Agreement on behalf of Kohl's are duly
authorized by appropriate corporate action of Kohl's to execute this Agreement on behalf of
Kohl's;
4.1.3 To Kohl's actual current knowledge, Kohl's entry into this Agreement
and/or the performance of Kohl's obligations under this Agreement do not violate any contract,
agreement or other legal obligation of Kohl's;
4.1.4 To Kohl's actual current knowledge, there are no pending lawsuits or
other actions or proceedings which would delay, prevent or impair the timely performance of
Kohl's obligations under this Agreement; and
4.1.5 Kohl's has the legal right, power and authority to enter into this
Agreement and to consummate the transactions contemplated by this Agreement, and the
execution, delivery and performance of this Agreement have been duly authorized by Kohl's and
no other action by Kohl's is requisite to the valid and binding execution, delivery and
performance of this Agreement, except as otherwise expressly set forth in this Agreement.
4.2 The representations and warranties of Kohl's set forth in this Section are material
consideration to the City and Kohl's acknowledges that the City is relying upon the
representations of Kohl's set forth in this Section 4 in undertaking its obligations under this
Agreement.
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4.3 As used in this Agreement, the term "Kohl's actual current knowledge" shall
mean, and shall be limited to, the actual current knowledge of Thomas Taugher, Vice President
of Finance as of the Effective Date, without having undertaken any independent inquiry or
investigation for the purpose of making such representation or warranty and without any duty of
inquiry or investigation.
5. Definitions. All initially capitalized terms used in this Agreement shall have the
meanings set forth below or, if not set forth below, where such terms first appear in this
Agreement.
5.1 "BOE" means the State of California Board of Equalization and any successor
agency.
5.2 "City" means and refers to the City of San Bernardino, a California charter city
formed pursuant to the Constitution and laws of the State of California.
5.3 "City Attorney" means and refers to the City Attorney of the City of San
Bernardino, California.
5.4 "City Manager" means and refers to the City Manager of the City of San
Bernardino, California.
5.5 "Covenant Payments" means and refers to those payments to be made to Kohl's
in accordance with Section 7 of this Agreement.
5.6 "Effective Date" shall have the meaning ascribed to the term in Section 2 of this
Agreement.
5.7 "Eligibility Period" means and refers (subject to Sections 11 and 31) to the forty
(40) consecutive twelve (12) month periods commencing on the first calendar day of Operating
Year 1 and ending on the last calendar day of Operating Year 40.
5.8 "Enforced Delay" means and refers to delays or defaults in performance due to
causes beyond the control of the Party whose performance is required pursuant to this
Agreement, including, but not limited to, war; acts of terrorism; insurrection; any form of labor
dispute; lockouts; riots; floods; earthquakes; fires; acts of God; acts of a public enemy; referenda;
acts of governmental authorities (except that the failure of the City to act as required under this
Agreement shall not excuse its performance); moratoria; epidemics; quarantine restrictions; and
freight embargoes.
5.9 "Kohl's" means and refers to, Kohl's, and includes any nominee, assignee or
successor to Kohl's rights, powers and responsibilities.
5.10 "Local Sales Tax Revenues" means the net Sales Tax received by the City from
the BOE pursuant to the application of the Sales Tax Law (as such statutes may hereafter be
amended, substituted, replaced, re-numbered, moved or modified by any successor law)
attributable to Kohl's retail sales allocated by the BOE to the City in a particular Operating Year
(presently equal to one percent (I %) of the taxable sales or use transaction). Local Sales Tax
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Revenues shall not include: (i) any Sales Tax levied by, collected for or allocated to the State of
California, the County of San Bernardino, or a district or any entity (including an allocation to a
statewide or countywide pool) other than the City, (ii) any administrative fee charged by the
BOE, (iii) any Sales Tax subject to any sharing, rebate, offset or other charge imposed pursuant
to any applicable provision of federal, state or local (except City's) law, rule or regulation, (iv)
any Sales Tax attributable to any transaction not consummated within the Eligipility Period, or
(v) any Sales Tax (or other funds measured by Sales Tax) required by the State of California to
be paid over to another public entity (including the State) or set aside and/or pledged to a specific
use other than for deposit into or payment from the City's general fund. Local Sales Tax
Revenues do not include a local transportation and use tax that is imposed within the boundaries
of the City pursuant to Division 2, Part I. 7 of the California Revenue and Taxation Code, and
any successor law thereto also specifically exclude any other Sales Tax override that is imposed
within the boundaries of the City and which is intended to fund a specific activity or project
rather than to be used by City as general fund revenues without any specific voter approved
limitations on such uses.
5.11 "Mayor and Common Council" means and refers to the Mayor and Common
Council ofthe City of San Bernardino, California.
5.12 "Negotiation Period" means and refers to a period of no less than thirty (30)
calendar days.
5. I 3 "Notice of Appeal" shall have the meaning ascribed to the term in Section 7.3.
5.14 "Notice of Determination" shall have the meaning ascribed to the term III
Section 7.2.
5.15 "Opening Date" means and refers to the first calendar day of the calendar month
next succeeding the date on which the Sales Office first opens for business to the public.
5.16 "Operating Quarter" means and refers, individually, to each of one hundred
sixty consecutive three-month periods of time commencing as of the first calendar day of the
calendar quarter next succeeding the Opening Date, with the first Operating Quarter
commencing on the first calendar day of the BOE-designated reporting cycle immediately
succeeding the Opening Date and with each such three-month period of time referred to in this
Agreement in consecutive numerical order as "Operating Quarter I," "Operating Quarter 2," etc.
5.17 "Operating Year" means and refers, individually, to each of the forty (40)
consecutive three hundred sixty-five (365) calendar day periods of time succeeding the Opening
Date, with the first Operating Year commencing on the first day of the BOE-designated reporting
cycle immediately succeeding the Opening Date and with each such three hundred sixty-five
(365) calendar day period referred to in this Agreement in consecutive numerical order as
"Operating Year I," "Operating Year 2," etc.
5.18 "Reference Date" means August 2, 2010.n
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5.19 "Sales Activities" means and refers to conducting retail Relevant Sales activities
which result in the sale or lease of any tangible personal property and which is subject to the
payment oflocal sales and use taxes pursuant to the Sales Tax Law.
5.20 "Sales Tax" means all sales and use taxes levied under the authority of the Sales
Tax Law attributable to Sales Activities, excluding Sales Tax which is to be refunded to Kohl's
because of an overpayment of Sales Tax.
5.21 "Sales Tax Law" means (i) California Revenue and Taxation Code Section 7200
through Sections 7226, inclusive, and any successor law thereto, (ii) any legislation allowing the
City or other public agency with jurisdiction in the City to levy any form of local Sales Tax on
the operations of Kohl's, and (iii) regulations of the BOE and other binding rulings and
interpretations relating to (i) and (ii) hereof.
5.22 "Term" means and refers to the period commencing on the Effective Date and
ending on the last calendar day of the Eligibility Period, unless sooner terminated pursuant to this
Agreement.
6. Kohl's Tax Information. Subject to the provisions of Section 32, below, Kohl's
acknowledges and agrees that the Sales Tax reporting and payment information related to Sales
Taxes may become a public record as a result of the covenants of Kohl's contained in Section 8
and the Covenant Payments to be made by the City to Kohl's (as further described in Section 7).
Kohl's hereby authorizes the City to use the Sales Tax reporting and payment information to
allow the City to perform its obligations under this Agreement and, subject to Section 32, below,
to disclose such information when, in the City Attorney's reasonable opinion, such disclosure is
required by law.
7. Determination of Local Sales Tax Revenues and Covenant Payments. In
consideration for Kohl's obligations set forth in this Agreement, and subject to satisfaction of all
conditions precedent thereto, the City shall, for each Operating Quarter during the Eligibility
Period, pay to Kohl's an amount equal to eighty percent (80%) of the Local Sales Tax Revenues
actually received by the City in such Operating Quarter after the City has received an amount
equal to the first $100,000 of Local Sales Tax Revenues for the Operating Year I, the first
$250,000 of Local Sales Tax Revenues for the Operating Year 2, and the first $500,000 of Local
Sales Tax Revenues (the "City Fixed Payment Amount") in each subsequent Operating Year
thereof during the remaining Term of this Agreement (such percentage amounts payable to
Kohl's after deduction of the City Fixed Payment Amount are herein defined as the "Covenant
Payments") calculated in the manner as illustrated on Exhibit "A" as attached hereto and
incorporated herein and by reference made a part of this Agreement. If at anytime commencing
with the Operating Year 3 and thereafter, the Local Sales Tax Revenues for the Sales Activities
are less than $1,000,000 based upon $100,000,000 of taxable sales generated by the Sales
Activities as determined by the BOE, the City Fixed Payment Amount shall be adjusted for the
applicable Operating Year to an amount equal to $400,000 until such time as in any succeeding
Operating Year the minimum of$1 ,000,000 of Local Sales Tax Revenues for the Sales Activities
are again achieved. In any Operating Year for which the Local Sales Tax Revenues for the Sales
Activities are equal to or greater than $2,000,000 based upon $200,000,000 of taxable sales
generated by the Sales Activities as determined by the BOE, the City shall receive thirty percent
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(30%) of the amount in excess of the City Fixed Payment Amount and Kohl's shall receive
seventy percent (70%) of the amount in excess of the City Fixed Payment Amount. In the event
any adjustments are required to be made to the amounts payable to Kohl's for any Operating
Quarter, such adjustments shall be made with respect to the payment due and payable for the
specific Operating Quarter in which the particular milestone has been achieved pursuant to the
formula as set forth above.
7.1 State of California Legislation Impact on Covenant Payment. Without
limiting the generality of the foregoing paragraph, Kohl's acknowledges that the State of
California legislature has in the past adopted certain legislation which diverted to the State of
California a portion of the Local Sales Tax Revenues which would otherwise be payable to the
City. Kohl's acknowledges that it is possible that the State of California legislature may enact
similar legislation in the future which would cause a corresponding reduction of and/or delay in
the payment of the Local Sales Tax Revenues and that such reduction will cause a corresponding
reduction for Kohl's and/or delay in the payment of the Covenant Payments due to Kohl's during
such time as such legislation is in effect. Furthermore, Kohl's acknowledges that it is possible
that the legislation described above, or some variant thereof, may be enacted and effective during
one or more subsequent times during the Eligibility Period and may materially and negatively
impact the amount of Local Sales Tax Revenues and, accordingly, the Covenant Payments. The
City does not make any representation, warranty or commitment concerning the future actions of
the State of California legislature with respect to the allocation of Local Sales Tax Revenues to
the City. Kohl's agrees that it is undertaking its obligations under this Agreement after having
considered, and is expressly assuming the risk of, the possibility of the enactment of such
legislation. The City acknowledges that the State of California legislature or the federal
government through Congressional actions or other public entities may provide for the payment
to City of other revenues for the purpose of offsetting any losses in Local Sales Tax Revenues
resulting from the enactment of legislation of the type described in this paragraph. The City
agrees that should any such offsetting revenues be provided, then for purposes of this Agreement
and the computation of any Covenant Payments which may become due to Kohl's hereunder, the
City will consider any such offsetting revenues which are (i) indexed to Sales Tax and offset the
loss of Sales Tax revenues to the City on a dollar for dollar basis, (ii) actually received by the
City, and (iii) not subject to any restrictions on use beyond those which are otherwise generally
applicable to Sales Tax revenues received by California municipalities, to be Local Sales Tax
Revenues within the meaning of this Agreement.
7.2 City's Notice of Determination of Operating Quarter Local Sales Tax
Revenues and Covenant Payment. Within thirty (30) calendar days following the end of each
Operating Quarter within the Eligibility Period, Kohl's shall submit to City: certified copies of
Kohl's quarterly reports to the BOE which set forth the amount of Sales Tax paid to the BOE
during the prior Operating Quarter in connection with Sales Activities. Within one hundred
twenty (120) calendar days following its receipt of the foregoing information from Kohl's, the
City will determine and pay to Kohl's the Local Sales Tax Revenues applicable to the Operating
Quarter and the Covenant Payment due and provide Kohl's with written notice of the City's
determination ("Notice of Determination"), together with reasonable supporting documents and
calculations, and the City shall verifY that the City is in receipt of the requisite dollar amount of
Sales Tax from the BOE as a condition precedent to any remittance by the City of the Covenant
Payment to Kohl's.
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7.3 Kohl's Notice of Appeal: Negotiation Period. Notwithstanding any other
provision of law, including, without implied limitation, any statutes of limitation provided
therefore in the California Government Code or the California Code of Civil Procedure, the
City's determination of the matters set forth in the Notice of Determination shall be deemed
final, conclusive, and non-appealable unless, within ninety (90) calendar days from the receipt of
the Notice of Determination by Kohl's, Kohl's notifies the City in writing that Kohl's appeals
one or more of the matters set forth in the Notice of Determination, which notice must
specifically identify the matter appealed and all of the bases for such appeal ("Notice of
Appeal"). Any matter set forth in the Notice of Determination that is not appealed in the manner
and within the time limits set forth above, shall be final and conclusive as against Kohl's and all
others claiming by or through Kohl's. The provisions of this Section 7.3 shall be strictly
construed and Kohl's waives, to the maximum legal extent, any statutory or judicially created
right to institute any administrative or judicial proceeding to contest any matter set forth in a
Notice of Determination that is not timely appealed in strict accordance with this Section. If
Kohl's does not file a Notice of Appeal, the City shall tender the Covenant Payment due within
forty-five (45) calendar days from the issuance of the Notice of Determination by the City to
Kohl's as provided in Section 7.2. If Kohl's files a timely Notice of Appeal with the City, the
City and Kohl's shall negotiate in good faith to resolve their dispute for a Negotiation Period. If,
by the end of the Negotiation Period, the City and Kohl's are unable to resolve the dispute set
forth in the Notice of Appeal, each of them may exercise any judicial remedy available to them
pursuant to this Agreement for the resolution of such dispute; provided, however, that any
provision of law to the contrary notwithstanding, such judicial remedy must be instituted (the
term "instituted" is defined as the filing of an action in a court of competent jurisdiction in strict
accordance with the terms of this Agreement) within the applicable statute of limitations period
following the end of the Negotiation Period or be barred forever. In connection therewith, the
City and Kohl's irrevocably consent to the appointment of a referee to resolve such dispute in
accordance with California Code of Civil Procedure Section 638, et m., and to pay equal
amounts of the cost of such referee.
7.4 No Accrual of Interest on Disputed Covenant Payments. The City and Kohl's
agree that any disputed amount of the Covenant Payments shall not accrue interest during the
pendency of any Negotiation Period or subsequent legal proceeding (including any appeals filed
in connection therewith), unless the court makes a determination upon recommendation of the
referee that the City acted in bad faith with regard to the dispute, in which case, any amount
ultimately determined to be owing by the City shall be deemed to have accrued interest at the
rate of four percent (4%) simple interest per annum, commencing on the ninetieth (90th)
calendar day following the end of the Negotiation Period and continuing thereafter until paid in
whole by the City. Kohl's hereby waives, to the maximum legal extent, the right to the
imposition of any different rate of interest in accordance with any provision of law.
7.5 Covenant Payment Paid From Any Source of City Funds. Any Covenant
Payment due under Section 7 may be payable from any source of any legally available funds of
the City. The City covenants to reasonably consider such actions as may be necessary to include
all payments owed hereunder in each of its annual budgets during the Eligibility Period and to
reasonably consider the necessary annual budgetary appropriations for all such payments.
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7.6 Remittance of Covenant Payments As Contingent Obligation of City. The
City's obligations under Section 7 are contingent on a year to year basis on and, for each
Operating Year within the Eligibility Period, the City's obligations to make any payments to
Kohl's under this Agreement are expressly contingent upon Kohl's, for the entirety of such
Operating Year, not being in Default in any of its material obligations under this Agreement. If
for any reason Kohl's fails to authorize the release or use of Sales Tax information in a manner
satisfactory to the HOE or provide any information reasonably required by the City to perform
the City's obligations under this Agreement, the City shall have no obligation to make any
Covenant Payment with respect thereto to Kohl's for the period during which such information is
unavailable to the City or the City is not legally authorized to use such information for the
purposes of performing its obligations under this Agreement. Additionally, during any period in
which the Sales Tax information of Kohl's is unavailable to the City or the City is not legally
authorized to use such information for the purposes of performing its obligations under this
Agreement, Covenant Payments with respect thereto shall be deemed suspended.
7.7 Covenant Payment Calculated on Quarterly Basis. The City and Kohl's agree
that the calculation and determination of all financial components of the Parties' rights and
obligations under this Agreement shall be computed on an Operating Quarter to Operating
Quarter basis. Local Sales Tax Revenues generated in one Operating Year shall not be carried
forward or back to any future or prior Operating Year, it being the express understanding of the
Parties that for each Operating Year the financial obligations ofthe Parties and satisfaction ofthe
conditions precedent to such obligations shall be determined and made independently of any
other Operating Year.
7.8 BOE Determination of Improperly Allocated Local Sales Tax Revenues. If,
at any time during or after the Eligibility Period of this Agreement, the HOE determines that all
or any portion of the Local Sales Tax Revenues received by the City and shared with Kohl's as
provided herein were improperly allocated and/or paid to the City ("Misallocation"), and if the
HOE requires repayment of, offsets against future Sales Tax payments, or otherwise recaptures
from the City the Misallocation, then Kohl's, shall, within thirty (30) calendar days after written
demand from the City, repay the amount of the Misallocation theretofore paid to Kohl's. This
Section 7.8 shall survive the expiration or termination of this Agreement. Further, if at any time,
the HOE fails or refuses to remit to the City all or any portion of any Local Sales Tax Revenues
applicable to any time period during the Eligibility Period, then such Local Sales Tax Revenues
retained by the HOE shall not be considered in calculating any Covenant Payment otherwise due
and payable under this Agreement, unless and until such retained Local Sales Tax Revenues are
paid to the City.
8. Designation Covenant. Kohl's shall, during the Eligibility Period, in all reports to the
HOE, designate the City as the "point of sale" for all Sales Activities attributable to the Sales
Office and shall establish the Sales Office as located within the City as the site for all employees
of Kohl's engaged in Sales Activities. Kohl's shall, for the full Eligibility Period, at its sole cost
and expense, maintain all permits, contractual arrangements, licenses, and registrations necessary
for Kohl's to lawfully conduct Sales Activities and to designate the City as the "point of sale" in
all reports and returns submitted to the HOE. Failure of Kohl's to comply with the covenant of
this Section 8 shall be deemed to be a material breach of this Agreement by Kohl's and the City
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shall be entitled to pursue any remedy or damages available under this Agreement, at law, or in
equity for such breach.
9. Covenant Not to Discriminate. Kohl's covenants to the City that it will not unlawfully
discriminate within the Sales Office against any employee or applicant for employment because
of sex, marital status, race, color, religion, creed, national origin, or ancestry, and that they will
comply with all applicable local, state and federal fair employment laws and regulations. Kohl's
further covenants and agrees that there shall be no discrimination against or segregation of any
person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry
or national origin in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the
Sales Office, nor shall Kohl's itself, or any person claiming under or through it, establish or
permit any such practice or practices of discrimination or segregation with reference to the
selection, location, number, use of occupancy of tenants, lessees, subtenants, sublessee or
vendees of the Sales Office.
10. Indemnification. Subject to the terms of this Agreement, to the fullest extent permitted
by law, Kohl's shall defend, indemnify and hold the City, its directors, officials, including the
Mayor and Common Council, officers, employees, volunteers and agents free and harmless from
any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of
any kind, in law or equity, in any manner arising out of, pertaining to, or incident to any alleged
acts, errors or omissions of Kohl's, its officials, officers, employees, subcontractors, consultants
or agents in connection with the performance of this Agreement, including without limitation the
payment of expert witness fees and attorneys fees and other related costs and expenses. In no
event shall Koh~s indemnification obligation extend to, and the City hereby waives, any present
or future claims to consequential, punitive, exemplary, treble, or other similar measures of
damages.
II. Defense of this Agreement. If a third-party files a legal action regarding the City's
approval of this Agreement or the pursuit of the Sales Activities contemplated by this
Agreement, the City or Kohl's may terminate this Agreement on thirty (30) calendar days'
written notice to the non-terminating Party stating the terminating Party's intent to terminate this
Agreement, referencing this Section II, without any further obligation of the terminating Party
to perform the terms of this Agreement and without any liability of the terminating Party to non-
terminating Party resulting from such termination, unless the non-terminating Party
unconditionally agrees to indemnify and defend the terminating Party against such third-party
legal action, as provided hereinafter in this Section 11. Within thirty (30) calendar days after
receipt of the terminating Party's notice of intent to terminate this Agreement, as provided in the
preceding sentence, the non-terminating Party may offer to defend the terminating Party in the
third-party legal action and pay all of the court costs, attorneys' fees, monetary awards,
sanctions, attorney fee awards, expert witness and consulting fees, and the expenses of any and
all financial or performance obligations (subject to the terms of this Agreement) resulting from
the disposition of the legal action. Any such offer from non-terminating Party must be in writing
and in a form reasonably acceptable to the terminating Party.
12. No Effect on City's Legislative Authority. Nothing in this Agreement shall limit or
restrict the authority of the Mayor and Common Council to take any other actions with respect to
the Sales Office and the property comprising the Sales Office and/or Kohl's without notice to or
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consent from Kohl's, except as may otherwise be expressly provided by applicable law. Nothing
herein contained shall constitute a prejudgment or precommitment by the City with respect to any
of the discretionary City permits and approvals that may be required far the Sales Office, including,
without limitation, any General Plan Amendment, Development Code text amendment, and/or
conditional or special use permits, and the environmental reviews and approvals required
pursuant to CEQA in conjunction therewith that are required to accommodate the Sales Office,
and the City reserves its full and unfettered discretion with respect thereto to the same extent it
would have such discretion in the absence of this Agreement.
13. Non-liability of the City or City Officials and Employees. No member of the Mayor
and Common Council, officer, official, contractor, consultant, attorney or employee of the City
shall be personally liable to Kohl's, any voluntary or involuntary successors or assignees, or any
lender or other party holding an interest in the Sales Office, in the event of any default or breach
by the City, or for any amount which may become due to Kohl's or to its successors or assignees,
or on any obligations arising under this Agreement.
14. Conflict of Interests. No member of the Mayor and Common Council, official, officer,
contractor, consultant, attorney or employee of the City shall have any personal interest, direct or
indirect, in this Agreement nor shall any such member of the Mayor and Common Council,
official, officer, or employee participate in any decision relating to this Agreement which affects
his/her personal interests or the interests of any corporation or partnership in which he/she is
directly or indirectly interested.
IS. Defaults - General. Subject to any extensions of time provided for in this Agreement for
event of Enforced Delay, the occurrence of any of the following shall constitute a "Default."
15.1 The failure by either Party to perform any obligation of such Party under this
Agreement for the payment of money, if such failure is not cured within ten (10) calendar days
after the non-performing Party's receipt of written notice from the injured Party that such
obligation was not performed when due; or
15.2 The failure by either Party to perform any of its obligations set forth in this
Agreement other than obligations subject to subsection 15.1, if such failure is not cured within
thirty (30) calendar days after the non-performing Party's receipt of written notice from the
injured Party that such obligation was not performed when due or, if such failure is of a nature
that cannot reasonably be cured within thirty (30) calendar days, the failure by such Party to
commence such cure within thirty (30) calendar days after receipt of such notice and to,
thereafter, diligently prosecute such cure to completion; or
15.3 Any representation or warranty by a Party set forth in this Agreement proves to
have been false or misleading in any material respect when made and said Party does not take the
necessary action, following notice pursuant to subsection 15.2, to remedy said misrepresentation
or brea,ch of warranty within the time period set forth in subsection 15.2, such that the original
representation or warranty becomes truthful and accurate.
15.4 Any failure or delays by any Party in asserting any oftheir rights and/or remedies
as to any default shall not operate as a waiver of any default or of any such rights or remedies.
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Delays by any Party in asserting any of their rights and/or remedies shall not deprive any Party
of its right to institute and maintain any actions or proceedings that it may deem necessary to
protect, assert or enforce any such rights or remedies.
15.5 If Kohl's fails to make any repayment of a Misallocation (as defined above)
within sixty (60) calendar days after the City's written demand therefor (the "Grace Period"),
then Kohl's shall be in breach of this Agreement from and after the expiration of the Grace
Period and the amount of such repayment shall thereupon accrue interest at four percent (4%)
simple interest per annum, until paid.
15.6 If Kohl's fails to comply with the covenant in Section 9 which failure continues
for thirty (30) days after the City's written notice thereof then Kohl's shall be in breach of this
Agreement and the City shall be entitled to pursue any remedy or damages available under this
Agreement, at law, or in equity for such breach.
15.7 Upon the occurrence of any Default by Kohl's, and after Kohl's receipt of written
notice of default and expiration of the time for Kohl's to cure such Default as provided in
subsection 15.2, the City may at its option:
(a) suspend the payment of the Covenant Payments otherwise due and
payable to Kohl's hereunder for the period that Kohl's remains in Default. If the City has so
suspended its payments in accordance with the terms of this clause (i), then upon Kohl's cure of
such Default, the City shall resume its payment obligations, but shall have no obligation to
make payments for any Operating Quarter or portion thereof during which the City's obligation
to make payments was so suspended; or
(b) if the Default continues uninterrupted for a period of six (6) months, the
City may terminate this Agreement, in which case the City's obligation to make Covenant
Payments to Kohl's for any period of time after the occurrence of the Default shall be finally
terminated and discharged.
In no event, however, shall the City have the right to specifically enforce Kohl's covenants set
forth in Section 8 of this Agreement regarding the .continuous operation of the Sales Office, to
prevent Kohl's conversion of the Sales Office to another lawful use (even if such use would be
inconsistent with this Agreement), or to sue Kohl's or to recover from Kohl's any amount
that is actually or allegedly attributable to loss of anticipated Sales Tax or other revenues,
whether because the amount of Sales Tax generated from the Sales Office is less than
projected by Kohl's or the City, or because Kohl's does not operate the Sales Office for the
entire Operating Period, or otherwise, unless Kohl's is in violation of the provisions of Section
10 of this Agreement.
15.8 Upon the occurrence of any Default by the City, and after the City's receipt of
written notice of Default from Kohl's and expiration of the time for the City to cure such Default
as provided in Section 15, Kohl's may terminate this Agreement by written notice to the City
and/or seek whatever legal or equitable remedies may be available to Kohl's, subject to the
provisions of Section 17.
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16. City Offset Remedy. In addition to those rights and remedies provided by Section 15,
the City's rights and remedies for a Default by Kohl's include the right to off-set any amount of
money due to Kohl's from City following the notice and opportunity to cure provided in Section
15, against any Covenant Payments due or becoming due to Kohl's.
17. Legal Actions. In addition to any other rights or remedies, but subject to the other terms
and conditions of this Agreement, either Party may institute legal action to cure, correct or
remedy any Default by the other Party, to recover general or consequential damages for any
default, or to obtain any other remedy available to that Party under this Agreement or at law. It
is expressly agreed to by the Parties that in the event of a Default hereunder, the only remedy
available to the non-defaulting Party shall be as set forth expressly in this Agreement and in no
event shall any party hereto have any equitable remedy, it being agreed by both parties that legal
remedies alone shall be sufficient as a result of any Default hereunder. In no event shall either
Party be entitled to seek or obtain punitive, exemplary, consequential or other similar remedies
against the defaulting Party.
Furthermore, anything herein to the contrary notwithstanding, in no event shall Kohl's
liability under this Agreement for damages or otherwise (including without limitation any
indemnification obligations), in the aggregate, exceed the greater of (i) $1,000,000 and (ii) the
Covenant Payments actually received by Kohl's for the three (3) year period ending on the date
of Default.
18. Governing Law. The procedural and substantive laws of the State of California shall
govern the interpretation and enforcement of this Agreement, without regard to its conflicts of
laws principles.
19. Rights and Remedies are Cumulative. Except as otherwise expressly stated in this
Agreement, the rights and remedies of the Parties under this Agreement are cumulative and the
exercise by any Party of one or more of such rights or remedies shall not preclude the exercise by
it, at the same or different times, of any other rights or remedies for the same default or any other
default by another Party.
20. Notices, Demands and Communications between the Parties.
20.1 Any and all notices, demands or communications submitted by a Party to the
other Party pursuant to or as required by this Agreement shall be proper, if in writing and
dispatched by messenger for immediate personal delivery, by a nationally recognized overnight
courier service or by registered or certified United States mail, postage prepaid, return receipt
requested, to the principal office of the Party, as designated in subsection 20.2. Such written
notices, demands and communications may be sent in the same manner to such other addresses
as the Party may from time to time designate. Any such notice, demand or communication shall
be deemed to be effective when received by the addressee.
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20.2 The following are the authorized addresses for the submission of notices,
demands or communications to the Parties:
To Kohl's:
Kohl's Department Stores, Inc.
N56 WI7000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
Attention: Finance Department
With a copy to:
Kohl's Department Stores, Inc.
N56 WI7000 Ridgewood Drive
Menomonee Falls, Wisconsin 53051
Attention: Legal Department
To the City:
City of San Bernardino
300 North "D" Street
San Bernardino, California 92418
Attention: City Manager
With courtesy copy to:
Lewis Brisbois Bisgaard & Smith LLP
650 East Hospitality Lane, Suite 600
San Bernardino, California 92408
Attention: Timothy J. Sabo
Notwithstanding the foregoing, for the purpose of this Agreement, any and all notices,
demands or communications submitted by Kohl's to the City pursuant to or as required by this
Agreement shall be deemed to be from Kohl's. Conversely, any and all notices, demands or
communications submitted by the City to Kohl's shall be deemed to be submitted by the City to
Kohl's.
21. Attorneys' Fees. In the event of the bringing of an arbitration, action or suit by a Party
to this Agreement against the other Party to this Agreement by reason of any breach of any of the
covenants or agreements or any intentional inaccuracies in any of the representations and
warranties on the part of the Party arising out of this Agreement or any other dispute between the
Parties concerning this Agreement, then, in that event, the prevailing Party in such action or
dispute, whether by final judgment or arbitration award, shall be entitled to have and recover of
and from the other Party or Parties all costs and expenses of suit or claim, including reasonable
attorneys' fees. Any judgment, order or award entered in any final judgment or award shall
contain a specific provision providing for the recovery of all costs and expenses of suit or claim,
including reasonable attorneys' fees (collectively, the "Costs") incurred in enforcing, perfecting
and executing such judgment or award. For the purposes of this Section 21, Costs shall include,
without implied limitation, reasonable attorneys' and experts' fees, costs and expenses incurred
in the following: (i) post judgment motions and appeals, (ii) contempt proceedings,
(iii) garnishment, levy and debtor and third party examination; (iv) discovery; and (v) bankruptcy
litigation. The term Costs shall also include the costs incurred by the City Attorney and
members of the City Attorney's staff including attorneys, investigators and other staff personnel,
plus salaries and benefits payable to such employees, for any such Costs incurred by the City
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Attorney pursuant to this Agreement. This Section 21 shall survive any termination of this
Agreement.
22. Jurisdiction and Venue. Any legal action or proceeding concerning this Agreement
shall be filed and prosecuted in the appropriate state or federal court in the State of California.
The Parties to this Agreement irrevocably consent to the personal jurisdiction of that court.
Venue shall be in San Bernardino County.
23. Interpretation. The Parties acknowledge that this Agreement is the product of arms-
length negotiation and drafting and that each of the Parties have been represented by legal
counsel in the negotiation and drafting of this Agreement. Accordingly, any rule of construction
that the ambiguities in a document shall be construed against the drafter of that document shall
have no application to the interpretation and enforcement of this Agreement. In any action or
proceeding to interpret or enforce this Agreement, the finder of fact may refer to any extrinsic
evidence not in direct conflict with any specific provision of this Agreement to determine and
give effect to the intention of the Parties.
24. Counterpart Originals; Integration; Amendments. This Agreement may be executed
in duplicate originals, each of which is deemed to be an original, but all of which taken together
shall constitute one and the same instrument. This Agreement and the Exhibits attached to this
Agreement represent the entire understanding of the Parties and supersede all negotiations,
letters of intent, memoranda of understanding or previous agreements between the Parties with
respect to all or any part of the subject matter of this Agreement. This Agreement may not be
amended except by a written instrument executed by both Parties and approved in the manner as
required by both Parties.
25. No Waiver. Failure to insist on anyone occasion upon strict compliance with any of the
terms, covenants or conditions of this Agreement shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any rights or powers under this
Agreement at anyone time or more times be deemed a waiver or relinquishment of such other
right or power at any other time or times.
26. Time is of the Essence/Force Majeure. Time is of the essence in the performance of
the Parties' obligations under this Agreement. In addition to specific provisions of this
Agreement providing for extensions of time, times for performance under this Agreement shall
be extended by an Enforced Delay, provided, however, that the Party claiming the extension
notifY the other Party of the nature of the matter causing the Enforced Delay within thirty (30)
calendar days from the date ofthe occurrence thereof; and, provided further, that the extension of
time shall be only for the period of the Enforced Delay.
26.1 ANYTHING IN THIS AGREEMENT TO THE CONTRARY
NOTWITHSTANDING, KOHL'S EXPRESSLY ASSUMES THE RISK OF
UNFORESEEABLE CHANGES IN ECONOMIC CIRCUMSTANCES AND/OR MARKET
DEMAND/CONDITIONS AND WAIVES, TO THE GREATEST LEGAL EXTENT, ANY
DEFENSE, CLAIM, OR CAUSE OF ACTION BASED IN WHOLE OR IN PART ON
ECONOMIC NECESSITY, IMPRACTICABILITY, CHANGED ECONOMIC
CIRCUMSTANCES, FRUSTRATION OF PURPOSE, OR SIMILAR THEORIES.
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26.2 KOHL'S EXPRESSLY AGREES THAT ADVERSE CHANGES IN
ECONOMIC CONDITIONS, EITHER OF KOHL'S SPECIFICALLY OR THE ECONOMY
GENERALLY, OR CHANGES IN MARKET CONDITIONS OR DEMANDS, SHALL NOT
OPERATE TO EXCUSE OR DELAY THE STRICT OBSERVANCE OF EACH AND EVERY
OF THE OBLIGATIONS, COVENANTS, CONDITIONS AND REQUIREMENTS OF THIS
AGREEMENT. KOHL'S EXPRESSLY ASSUMES THE RISK OF SUCH ADVERSE
ECONOMIC OR MARKET CHANGES, WHETHER OR NOT FORESEEABLE AS OF THE
EFFECTIVE DATE.
Acceptance by Kohl's
27. No Third Party Beneficiaries. The performance of the Parties' respective obligations
under this Agreement is not intended to benefit any party other than the City and Kohl's, except
as may be expressly provided otherwise in this Agreement. No person or entity not a signatory
to this Agreement shall have any rights or causes of action against either Party to this Agreement
as a result of that Party's performance or non-performance under this Agreement.
28. No Effect on Eminent Domain Authority. Nothing in this Agreement shall be deemed
to limit, modify, or abridge or affect in any manner whatsoever the City's eminent domain
powers with respect to the Sales Office.
29. Tax Consequences. Kohl's acknowledges that it may experience tax consequences as a
result of its receipt of the payments provided for in this Agreement and agrees that it shall bear
any and all responsibility, liability, costs, and expenses connected in any way therewith.
30. Warranty against Payment of Consideration for Agreement. Kohl's warrants that it
has not paid or given, and will not payor give, any third party any money or other consideration
for obtaining this Agreement. Third parties, for the purposes of this Section 30, shall not include
persons to whom fees are paid for professional services if rendered by attorneys, consultants,
accountants, engineers, architects and the like when such fees are considered necessary by
Kohl's.
31. Special Termination Right. In consideration of Kohl's entering into this Agreement,
the City agrees that Kohl's shall have the on-going right to terminate this Agreement for any
reason, or for no reason, in its sole and absolute discretion upon not less than three (3) days'
prior written notice to the City.
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32. Confidentiality. Kohl's acknowledges that it may be requested to make certain
confidential financial disclosures to City, its staff or legal counsel, pursuant to this Agreement.
The parties recognize that such financial disclosures may contain sensitive information relating
to business transactions of Kohl's, that the disclosure of such information to third parties could
impose commercially unreasonable and/or anti-competitive burdens on Kohl's. Accordingly,
City agrees to maintain the confidentiality of any of Kohl's financial and/or proprietary
information described in Governrnent Code Section 6254.15, as may be provided by Kohl's to
City or its consultants, to the maximum extent permitted by law. City shall not provide a copy of
any business record that is determined by counsel to City to be protected from disclosure under
Government Code Section 6254.15 to a third party, unless Kohl's first consents to such
disclosure in writing or, unless a court of competent jurisdiction compels disclosure.
[Signatures on Following Pages]
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IN WITNESS WHEREOF, the Parties hereto have executed this Business Operations and
Covenant Agreement on the date first written above.
CITY:
CITY OF SAN BERNARDINO,
a California charter city
B>--~~~~
Pa ck J. Mo .s, Mayor
ATTEST:
By:Q~ b.~
Ra<mel G. Clark, City Clerk
APPROVED AS TO FORM:
KOHL'S DEPARTMENT STORES, INC.
By: ~.~ ~~
Title: V':?- ~
./
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EXHIBIT "A"
Method of Calculation of Covenant Payments
(Section 7 of Agreement)
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EXHIBIT "A"
Dated 8/17/10
Est. Total Gross
Taxable Sales In City Share Kohl's
CA (2% annual After Share After
Year growth) Local 1 % City Floor Floor. 20% Floor - 80%
2010 $ 50,000,000 $ 500,000 $ 100,000 $ 80,000 $ 320,000
2011 $ 75,000,000 $ 750,000 $ 250,000 $ 100,000 $ 400,000
2012 $ 100,000,000 $ 1,000,000 $ 500,000 $ 100,000 $ 400,000
2013 $ 102,000,000 $ 1,020,000 $ 500,000 $ 104,000 $ 416,000
2014 $ 104,040,000 $ 1,040,400 $ 500,000 $ 108,080 $ 432,320
2015 $ 106,120,800 $ 1,061,208 $ 500,000 $ 112,242 $ 448,966
2016 $ 108,243,216 $ 1,082,432 $ 500,000 $ 116,486 $ 465,946
2017 $ 110,408,080 $ 1,104,081 $ 500,000 $ 120,816 $ 483,265
2018 $ 112,616,242 $ 1,126,162 $ 500,000 $ 125,232 $ 500,930
2019 $ 114,868,567 $ 1,148,686 $ 500,000 $ 129,737 $ 518,949
2020 $ 117,165,938 $ 1,171,659 $ 500,000 $ 134,332 $ 537,328
2021 $ 119,509,257 $ 1,195,093 $ 500,000 $ 139,019 $ 556,074
2022 $ 121,899,442 $ 1,218,994 $ 500,000 $ 143,799 $ 575,196
2023 $ 124,337,431 $ 1,243,374 $ 500,000 $ 148,675 $ 594,699
2024 $ 126,824,179 $ 1,268,242 $ 500,000 $ 153,648 $ 614,593
2025 $ 129,360,663 $ 1,293,607 $ 500,000 . $ 158,721 $ 634,885
2026 $ 131,947,876 $ 1,319,479 $ 500,000 $ 163,896 $ 655,583
2027 $ 134,586,834 $ 1,345,868 $ 500,000 $ 169,174 $ 676,695
2028 $ 137,278,571 $ 1,372,786 $ 500,000 $ 174,557 $ 698,229
2029 $ 140,024,142 $ 1,400,241 $ 500,000 $ 180,048 $ 720,193
2030 $ 142,824,625 $ 1,428,246 $ 500,000 $ 185,649 $ 742,597
2031 $ 145,681,117 $ 1,456,811 $ 500,000 $ 191,362 $ 765,449
2032 $ 148,594,740 $ 1,485,947 $ 500,000 $ 197,189 $ 788,758
2033 $ 151,566,634 $ 1,515,666 $ 500,000 $ 203,133 $ 812,533
2034 $ 154,597,967 $ 1,545,980 $ 500,000 $ 209,196 $ 836,784
2035 $ 157,689,926 $ 1,576,899 $ 500,000 $ 215,380 $ 861,519
2036 $ 160,843,725 $ 1,608,437 $ 500,000 $ 221,687 $ 886,750
2037 $ 164,060,599 $ 1,640,606 $ 500,000 $ 228,121 $ 912,485
2038 $ 167,341,811 $ 1,673,418 $ 500,000 $ 234,684 $ 938,734
2039 $ 170,688,648 $ 1,706,886 $ 500,000 $ 241,377 $ 965,509
2040 $ 174,102,421 $ 1,741,024 $ 500,000 $ 248,205 $ 992,819
2041 $ 177,584,469 $ 1,775,845 $ 500,000 $ 255,169 $ 1,020,676
2042 $ 181,136,158 $ 1,811,362 $ 500,000 $ 262,272 $ 1,049,089
2043 $ 184,758,882 $ 1,847,589 $ 500,000 $ 269,518 $ 1,078,071
2044 $ 188,454,059 $ 1,884,541 $ 500,000 $ 276,908 $ 1,107,632
2045 $ 192,223,140 $ 1,922,231 $ 500,000 $ 284,446 $ 1,137,785
2046 $ 196,067,603 $ 1,960,676 $ 500,000 $ 292,135 $ 1,168,541
2047 $ 199,988,955 $ 1,999,890 $ 500,000 $ 299,978 $ 1,199,912
2048 $ 203,988,734 $ 2,039,887 $ 500,000 $ 461,966 $ 1,077,921 changes to 30/70
2049 $ 208,068,509 $ 2,080,685 $ 500,000 $ 474,206 $ 1,106,480 changes to 30/70
$ 19,350,000 $ 7,915,045 $ 30,099,894
Total to San Bernardino $ 27,265,045 47.53%
Total to Kohl's $ 30,099,894 52.47%