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HomeMy WebLinkAboutItem No.SA4CITY OF LAKE ELSINORE REPORT TO THE CITY COUNCIL AND THE REDEVELOPMENT AGENCY TO: MAYOR AND CITY COUNCIL AND REDEVELOPMENT AGENCY CHAIR AND BOARD FROM: RON MOLENDYK, CITY MANAGER AND EXECUTIVE DIRECTOR /RDA DATE: FEBRUARY 23, 1993 SUBJECT: CITY CENTER DEVELOPMENT BACKGROUND Oak Grove Equities has, for some time, been working toward development of their property located at Railroad Canyon Road and Grape Street. They are now ready to proceed with the development, which is to include a Wal -mart Store. Staff has been negotiating with Oak Grove Equities for several months to conclude potential arrangements to obtain appropriate tenants for such development. Tentative agreement (subject to City Council /Redevelopment Agency approval) has been reached with Oak Grove Equities and Walmart. Attached to this report are an Owner Participation Agreement with Oak Grove Equities and a Disposition and Development Agreement with Wal -mart Stores. In summary, the provisions are: Oak Grove Ecuities a) Oak Grove Equities will develop the site, including all required off -site improvements, of a quality shopping center. The cost of the improvements is estimated to be $1,800,000. b) The City /Redevelopment Agency will reimburse Oak Grove a maximum of $1,800,000 for the off- sites, the public transitional grading and development impact fees. Said reimbursement will carry an interest rate of seven (7) percent commencing at the first store opening. If the entire debt is not amortized at the end of twenty (20) years, any remaining balance will be cancelled. C) The source of the reimbursement will be at the discretion of the City /Redevelopment Agency. The financing method is set forth below. Wal -mart a) Wal -mart will advance $2,900,000 to the Redevelopment Agency, said amount being the purchase price of the Wal- mart parcel. b) The Redevelopment Agency will acquire the parcel from developer (Oak Grove) and immediately sell to Wal -mart for $700,000, the purchase price, less a loan amount of $2,200,000. c) Wal -mart will construct its store on the acquired parcel. d) Redevelopment Agency will give Walmart a note for $2,200,000 with interest at seven (7) percent, commencing with the opening of their store. The source of repayment will be at the discretion of the Redevelopment Agency, however, the note will be collateralized by the sales tax City Center Development -2- February 23, 1993 generated from the site. If the amortized after twenty (20) years, will be cancelled. The financing below. Financing Method entire debt is not any remaining balance method is set forth The source of the above described reimbursements to Oak Grove Equities and Wal -Mart Stores will be at the sole discretion of the City /Redevelopment Agency with only the Wal -Mart note being collateralized by site specific sales tax. The application of the tax revenues is as follows: a. The first $200,000 of annual sales tax each year will be retained by the City /Redevelopment Agency. b. An amount equivalent to the second $200,000 of annual sales tax revenues for the year will be applied to debt service of the $4,000,000 of debt described above. C. An amount equivalent to fifty (50) percent of the annual sales tax revenue above $400,000 for the year will be applied to debt services. d. This method will continue until the total debt is extinguished, or for twenty (20) years, which ever occurs first. The City /Redevelopment Agency have the option to pay off the remaining debt at any time. FISCAL IMPACT The fiscal impact will be positive. In addition to retaining all of the incremental property tax, business license and franchise fees, the City /Redevelopment Agency will retain the first $200,000 (annually) of sales tax revenues generated by the project. An amount equivalent of the second $200,000 of sales tax will be used to apply to the notes. The equivalent of 50% of any sales tax which is in excess of $400,000 will also be retained by the City /Redevelopment Agency, with the balance applied to the notes. Based on a financial impact report for the project prepared by the Levander Company, after the project is completed, over the first ten (10) years of operation, the development will produce estimated revenues of $11,490,000 of which the City/ Redevelopment Agency will retain an estimated $7,381,000 (see attached schedule). It is recommended that the City Council and Redevelopment Agency Board approve the project concept as presented and instruct staff to take steps to finalize the necessary documents. PREPARED BY: C. APPROVED FOR AGENDA LISTING: CtyCtrDv.112 Ron Molendy�, City Manager and Executi a Director /RDA AGENDA ITEM ^ NO. Ll PAGE d OF.S..,! CITY CENTER / WALMART PROJECT 10 YEAR ANALYSIS NOTES: (1) Total revenue includes property tax (incremental) , sales tax, business license and franchise fees - All site specific. (2) Distribution to "developer" covers both Wal -mart and Oak Grove Equities on the basis of the first $200,000 of sales tax to City /RDA, the equivalent of the next $200,000 of sales tax to developer and fifty (50) percent of excess over $400,000 annually. (3) Debt based on a 20 year amortization at seven (7) percent. is F.ACY 1.1 r?F 8y TOTAL REVENUE DISTRIBUTION CITY /RDA DEVELOPER DEBT INTEREST PRINCIPAL BALANCE YEAR 1 $734,000 $464,000 $270,000 $280,000 $(10,000) $4,010,000 2 969,000 633,000 336,000 280,700 55,300 3,954,700 3 1,003,000 653,500 349,500 276,829 72,671 3,882,029 4 1,037,000 673,500 363,500 271,742 91,758 3,790,271 5 1,183,000 762,500 420,500 265,319 155,181 3,635,090 6 1,224,000 786,500 437,500 254,456 183,084 3,452,046 7 1,267,000 812,000 455,000 241,643 213,357 3,238,689 8 1,311,000 838,000 473,000 226,708 246,292 2,992,397 9 1,357,000 865,000 492,000 209,468 282,532 2,709,865 10 1,405,000 893,000 512,000 189,691 322,309 2,287,556 TOTAL $11.490.000 $7.381.000 $4.109.000 NOTES: (1) Total revenue includes property tax (incremental) , sales tax, business license and franchise fees - All site specific. (2) Distribution to "developer" covers both Wal -mart and Oak Grove Equities on the basis of the first $200,000 of sales tax to City /RDA, the equivalent of the next $200,000 of sales tax to developer and fifty (50) percent of excess over $400,000 annually. (3) Debt based on a 20 year amortization at seven (7) percent. is F.ACY 1.1 r?F 8y RESOLUTION NO. 93 -4 RESOLUTION R.D.A. 93 -1 JOINT RESOLUTION OF THE LAKE ELSINORE CITY COUNCIL AND THE LAKE ELSINORE REDEVELOPMENT AGENCY ( "RDA ") AUTHORIZING THE EXECUTION OF THE REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT ( "DDA ") BY AND BETWEEN THE RDA AND WAL -MART STORES, INC.( "WAL- MART ") AND THE LAKE ELSINORE REDEVELOPMENT PROJECT WAL -MART SHOPPING CENTER OWNER PARTICIPATION AGREEMENT ( "OPA ") BY AND BETWEEN THE RDA AND OAK GROVE EQUITIES (OAK GROVE "). BE IT RESOLVED, FOUND AND DETERMINED BY THE CITY COUNCIL AND THE RDA AS FOLLOWS: 1. The DDA and the OPA were considered by the City Council and the RDA at a properly noticed joint public hearing on February 2, 1993. At the hearing, the City Council and the RDA staff recommended approval of the DDA and the OPA. 2. The adoption of the DDA and the OPA is deemed to be in the interest of the orderly redevelopment of the City of Lake Elsinore and is consistent with the goals, objectives and policies of the existing General Plan for the City of Lake Elsinore ( "General Plan "), the Elsinore City Center Specific Plan ( "Specific Plan ") and the Redevelopment Plan for the Rancho Laguna Development Project No. II ( "Redevelopment Plan "). 3. The City Council and the RDA can approve the DDA and the OPA, as they are within the scope of the project covered by the Program EIR prepared for the Specific Plan which EIR was certified in September, 1992. Given this, no new CEQA document is required. Pursuant to 14 CCR Section 15162, no new effects could occur and no new mitigation measures would be required for the DDA and the OPA. A checklist has been prepared pursuant to 14 CCR Section 15168 and is attached hereto. 4. The City of Lake Elsinore incorporates, in their entirety, the feasible mitigation measures developed in the September, 1992 Program EIR as requirements for the DDA and the OPA. 5. The DDA and OPA will promote the welfare and public interest of the City of Lake Elsinore. 6. The DDA and the OPA will govern the development of the projects which are specifically described in the DDA and OPA, PAGE TWO RESOLUTION NO. 93 -4 RESOLUTION NO. R.D.A. 93 -1 copies of which are attached hereto and incorporated herein by reference. The DDA and the OPA shall be effective immediately upon execution of this Resolution. 7. Under the terms of the DDA, the RDA shall sell certain real property described in the DDA ( "Property ") to Wal -Mart for a purchase price which is less than the current market value for the Property at its highest use under the Redevelopment Plan. The lesser consideration accepted by the RDA for the Property is necessary to effectuate the purposes of the Redevelopment Plan. 8. The DDA and the OPA are hereby approved by the City Council and the RDA Board and the Mayor of the City of Lake Elsinore is hereby authorized and directed to execute the DDA and the OPA on behalf of the RDA. THE FOREGOING RESOLUTION IS HEREBY APPROVED UPON THE FOLLOWING VOTE THIS ' DAY OF FEBRUARY, 1993: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: ABSTAIN: COUNCILMEMBERS: AYES: BOARDMEMBERS: NOES: BOARDMEMBERS: ABSENT: BOARDMEMBERS: ABSTAIN: BOARDMEMBERS: GARY M. WASHBURN, MAYOR CITY OF LAKE ELSINORE JIM WINKLER, CHAIRMAN REDEVELOPMENT AGENCY A07NDA ITEM PAGE THREE RESOLUTION NO. 93 -4 RESOLUTION NO. R.D.A. 93 -1 ATTEST: VICKI KASAD, CITY CLERK APPROVED AS TO FORM AND LEGAL CONTENT: JOHN HARPER, ESQ. CITY ATTORNEY J BENT BY :iRE5rA1 VARNER dai N 1 I w (�j a � r ii < G u% i �z 0 _4 •`L s, r r z z i 2 ! h� r sQ C C� O o CC G 9 O y Y� x � o u S� g d, 'a � o 6C; g .0 2.I L G .Y 'L. 9 ACENDA !TEP;o NO * 4 pp'-= r TIE .q z z x! ! h� r sQ C C� O o CC G 9 O y Y� x � o u S� g d, 'a � o 6C; g .0 2.I L G .Y 'L. 9 ACENDA !TEP;o NO * 4 pp'-= r TIE .q SEN" 9Y ;GKESnr,M, .ARNER > c �U VZy N C <s G� GI 1-0I CJ yl 2- i -53 ; 14123 i L' I I a- �- z it { GRESNAM, VARNER- >. �- z z z 6742352;9 E �- :0. I I � � " I X1 I I I I I � I =� '� s a �. •• o. ul juil v C .V+ J g E F;.= � � � ��e � � �� � emu' � r� � �•� � i II AGZ`D,A t EQQ1 %. (([[ PAC'--_. OF-S m SENT 57:3RESKAM, VARNER � V a- z I I q. 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I kl GRESHAM, VARNER- Mil > G $o r 1" $ g ro v b g e 2 '� C Igo I z w> 6742392:810 AGENDA i''civ NO q PAGE 2 OF U I Mil > G $o r 1" $ g ro v b g e 2 '� C Igo I z w> 6742392:810 AGENDA i''civ NO q PAGE 2 OF U REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT (WAL -MART PROJECT) BY AND BETWEEN LAKE ELSINORE REDEVELOPMENT AGENCY "Agency" and WAL -MART STORES, INC. "Redeveloper" , 1993 YF' AGO ra T &',s ,_ 1'�.]�tiV.� 1 C; •.., iii;. o(� PPAGZ- OF O 14 REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT (Wal -Mart Project) This Agreement is entered into as of , 1993, by and between the Lake Elsinore Redevelopment Agency (the "Agency andMl -Mart Stores, Inc., a Delaware corporation (the "Redeveloper "). RECITALS 1. The City Council of the City of Lake Elsinore (the "City ") has established the Agency and has approved and adopted a Redevelopment Plan (the "Redevelopment Plan ") for a redevelopment project known as the Rancho Laguna Redevelopment Project No. II (the "Project Area ") in April, 1983, pursuant to the provisions of Sections 33000, et sea., of the California Health & Safety Code (the "California Community Redevelopment Law"). 2. The Agency is undertaking a program, in the interest of the health, safety, morals and general welfare of the people of the City and under the California Community Redevelopment Law for the redevelopment, replanning and redesign of blighted areas within the Project Area. 3. The Agency is desirous of carrying out the Redevelopment Plan for the Project Area by providing for the disposition of certain real property within the Project Area (hereinafter referred to as the "Site ") and the development thereon by the Redeveloper of a Wal -Mart store and related improvements (the "Store "). The Agency has determined that the development of the Site for such purposes by the Redeveloper and others pursuant to the tetras and conditions of this Agreement is in the best interests of the taxpayers and residents of the City and will otherwise promote the public health, safety, morals and general welfare of City residents and is in accordance with federal, state and local laws and regulations. 4. The Site is located adjacent to certain other real property (the "Participant's Property") within the Project Area, which will be developed (in conjunction with the Site) as a quality retail shopping center, with related improvements, which will include stores, shops and restaurants. Concurrently herewith, the Agency and Oak Grove Equities, a California limited partnership (the "Participant ") have entered into that certain Owner Participation Agreement (the "OPA") for the development of the Participant's Property. The Site and the Participant's Property may be collectively referred to herein as the "Shopping Center. " OPERATIVE PROVISIONS Terms of A reement. 1.1 Public Purpose of This Agreement. The purpose of this Agreement is to implement the Redevelopment Plan for the Project Area by providing for the disposition of the Site and the development thereon of the Store by the Redeveloper. 1.2 Redevelopment Plan. This Agreement is subject to the provisions of the Redevelopment Plan. The Redevelopment Plan, as it now exists and as it may be subsequently amended pursuant to Section 8.2 hereof, is incorporated herein and made a part hereof by reference. DDA\2 -16 \0190 \048 &Z N AQU 'A ITC-FA (NO, \ PACE -'_! L OF Q 1.3 The Redevelopment Project Area. The Project Area is located in a portion of the City of Lake Elsinore, and the Project Area's boundaries are specifically described in the Redevelopment Plan. 1.4 The Site. The Site consists of certain real property located in the Project Area as shown on the Site map attached and incorporated herein as Exhibit "A ", and more particularly described in the legal description attached and incorporated herein as Exhibit "B ". The Site is currently owned by Oak Grove Equities, a California limited partnership (the "Seller ") and, as of the date of acquisition and sale of the Site pursuant to Section 3., the Site shall be comprised of 1 legal parcel. 2. Parties to this Agreement. 2.1 The Agency. The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The offices of the Agency are located at 130 South Main Street, Lake Elsinore, California 92530. "Agency ", as used in this Agreement, includes the Lake Elsinore Redevelopment Agency and any assignee of or successor to its rights, powers and responsibilities. 2.2 The Redeveloper. The Redeveloper is Wal -Mart Stores, Inc., a Delaware corporation. The principal office of the Redeveloper for purposes of this Agreement is 702 Southwest Eighth Street, Bentonville, Arkansas 72716, Attention: President and Attention: Property Manager. All of the terms, covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the Redeveloper and the successors and assigns of the Redeveloper. Wherever the term "Redeveloper" is used herein, such term shall include any nominee, assignee or successor -in- interest of the Redeveloper. Purchase and Disposition of the Site. 3.1 Acquisition of Site. Subject to the terms, conditions and provisions of this Agreement, and on or before March 31, 1993, the Agency shall use its best efforts to acquire fee title to the Site from the Seller pursuant to the Purchase Agreement between the Seller and the Redeveloper, a copy of which is attached herewith as Exhibit "C" and incorporated herein by reference (the "Purchase Agreement ") for the purchase price and on the terms set forth in the Purchase Agreement. Concurrently herewith, the Redeveloper has assigned to the Agency all of its right, title and interest under the Purchase Agreement. The Agency hereby acknowledges receipt of and approves of the voluntary offer to purchase the Site which the Agency has received from the Seller. In connection with the Agency's acquisition of the Site from the Seller, the Redeveloper hereby agrees to loan to the Agency the amount of $2,200,000 (the "Loan "), and the Agency hereby agrees to borrow the Loan from the Redeveloper provided that all conditions as to the close of escrow (as hereinafter defined) have been satisfied. The Loan shall be repaid in accordance with the tetras of the Note, a copy of which is attached and incorporated herein as Exhibit "D" (the "Note "). The Seller and the Agency shall enter into escrow with Chicago Title Insurance Company, Broadway Plaza, 700 South Flower Street, Suite 900, Los Angeles, California 90017, Attn: 2 DDA\2- 16 \G190 \048 �u- PAGE Sharon Kling (the "Escrow Agent ") to consummate the acquisition and sale of the Site in accordance with the terms of this Agreement and the Purchase Agreement. 3.2 Sale of the Site. In a simultaneous closing on acquisition of fee title to the Site by the Agency pursuant to the Purchase Agreement, the Agency shall, on the terms and conditions hereinafter set forth, sell to the Redeveloper, and the Redeveloper shall purchase from the Agency, the Site for a purchase price (the "Purchase Price ") equal to the purchase price of the Site set forth in the Purchase Agreement. The Agency's obligation to consummate the purchase of the Site from the Seller is subject to the delivery by the Redeveloper to the Escrow Agent (as hereinafter defined) of the Purchase Price, which includes the Loan amount, with instructions to the Escrow Agent to use such funds to satisfy the Agency's obligations as purchaser under the escrow instructions contained in the Purchase Agreement. Additional consideration for the above- described sale by the Agency to the Redeveloper shall be the undertaking of the Redeveloper to develop or cause to be developed the Site and the subsequent operation and maintenance of the Site and improvements thereon in accordance with this Agreement. The Agency has found and determined that the value of such consideration equals or exceeds the fair market value in the Site. 3.3 Escrow. Within 10 days of the mutual execution and delivery hereof, the Agency and the Redeveloper shall open an escrow with the Escrow Agent for the conveyance of the Site to the Redeveloper. This Agreement constitutes the joint escrow instructions of the Agency and the Redeveloper, and a duplicate original of this Agreement shall be delivered to the Escrow Agent on the opening of escrow. The Agency and the Redeveloper shall provide such additional escrow instructions as shall be necessary and consistent with this Agreement. The Escrow Agent is authorized to act under this Agreement, and on indicating its acceptance of the provisions of this Section 3. in writing, delivered to the Agency and to the Redeveloper within 5 days after the opening of escrow, shall carry out its duties as Escrow Agent hereunder. Without limiting the generality of the foregoing, the Agency and the Redeveloper agree to be bound by the Escrow Agent's general conditions which are attached and incorporated herein as Exhibit "E ". Within the time set forth in this Agreement, the Redeveloper shall deposit with Escrow Agent the Purchase Price, which includes the Loan amount. In addition, the Agency and the Redeveloper shall each deposit with the Escrow Agent all of the fees, charges and costs related to the acquisition and sale of the Site as required by this Agreement, promptly after the Escrow Agent has notified the Agency and the Redeveloper of the amount of such fees, charges and costs, but not later than 1 business day prior to the scheduled date for the close of escrow. Without limiting the effect of any other provision of this Agreement, the Agency shall be responsible for the cost of the Title Policy (as hereinafter defined), any transfer tax required by law in connection with the acquisition and sale of the Site, 1/2 of the Escrow Agent's fee and the Seller's customary miscellaneous costs as determined by the Escrow Agent. The Redeveloper shall be responsible for 1/2 of the Escrow Agent's fee and the Buyer's customary miscellaneous costs as determined by the Escrow Agent. Within 10 days of the opening of escrow, the Agency shall deposit into escrow: (a) the executed and acknowledged grant deed, a copy of which is attached and incorporated herein as Exhibit "F" ( "Grant Deed ") conveying to the Redeveloper title to the Site in accordance with the requirements of this Agreement and (b) the executed Note. R 65 r DDA\2- 16 \G190 \048 pAC —= F.$ On delivery of the Grant Deed to the Escrow Agent by the Agency, the Escrow Agent shall record such Grant Deed when title to the Site can be vested in the Redeveloper in accordance with the terms and provisions of this Agreement. The Escrow Agent shall buy, affix and cancel any transfer stamps required by law, and pay any transfer tax required by law in connection with the acquisition and sale of the Site. Any insurance policies governing the Site shall not be transferred unless otherwise instructed by the Redeveloper. The Escrow Agent is authorized to: (a) Pay and charge the Agency and the Redeveloper for any fees, charges and costs payable under this Section 3. Before such payments are made, the Escrow Agent shall notify the Agency and the Redeveloper of the fees, charges and costs necessary to close the escrow. (b) Disburse funds and deliver the Grant Deed, the Note and other documents to the parties entitled thereto (including, pursuant to Section 3.6) when the conditions of this escrow have been fulfilled by the Agency and the Redeveloper. Such funds and documents shall not be disbursed and delivered by the Escrow Agent unless and until it has recorded the Grant Deed to the Site and has delivered to the Redeveloper a title insurance policy insuring title and conforming to the requirements of Section 3.7; and (c) Record any Grant Deed and any other instruments delivered through the escrow, if necessary or proper, to vest title in the Redeveloper in accordance with the terms and provisions of this Agreement. All funds received in the escrow shall be deposited by the Escrow Agent with other escrow funds of the Escrow Agent in a general escrow account or accounts with any State or national bank doing business in the State of California. Such funds may be transferred to any other such general escrow account or accounts. All disbursements shall be made on the basis of a 30 day month. If the escrow is not in condition to close on or before the Closing Date (as hereinafter defined), either parry who then shall have fully performed the acts to be performed before the conveyance of title may, in writing, terminate this Agreement and demand the return of its money, papers or documents in accordance with the Escrow Agent's general conditions. If no such demands are trade, the escrow shall be closed as soon as possible. Nothing in this Section 3.3 shall be construed to impair or affect the rights or obligations of the Agency or the Redeveloper to specific performance. Any amendment of these escrow instructions shall be in writing and signed by both the Agency and the Redeveloper. All communications from the Escrow Agent to the Agency or the Redeveloper shall be directed to the addresses and in the manner established in this Agreement for notices, demands and communications between the Agency and the Redeveloper. The liability of the Escrow Agent under this Agreement is limited to performance of the obligations imposed on it under Section 3.3 to Section 3.7, both inclusive, of this Agreement. Neither the Agency nor the Redeveloper shall be liable for any real estate commissions or brokerage fees which may arise herefrom. 4 DDA\2- 16 \G190 \046 T. `.r PAG= L OF 0-7 3.4 Conveyance of Title and Delivery of Possession. Subject to any mutually agreed on extensions of time, the close of Escrow shall occur on or prior to March 31, 1993 (the "Closing Date "). The Agency and the Redeveloper agree to perform all acts necessary to convey title in sufficient time for title and possession to be conveyed in accordance with the foregoing provisions. 3.5 Condition of Title. The Agency shall convey to the Redeveloper fee title to the Site in the same condition required by the Purchase Agreement and free and clear of all recorded and unrecorded liens, covenants or encumbrances of the Agency's making. 3.6 Close of Escrow and Recordation of Grant Deed. The Escrow Agent shall promptly notify the Redeveloper orally that the Grant Deed and the Note, properly executed and acknowledged as appropriate by the Agency, have been delivered to the Escrow Agent and that title is in the condition to be conveyed in conformity with the terms and provisions of this Agreement. The Redeveloper shall thereafter immediately deposit the Purchase Price for the Site, including the Loan amount, with the Escrow Agent 1 business day prior to the Closing Date. On the close of Escrow, the Escrow Agent shall file the Grant Deed for recordation among the land records in the Office of the County Recorder for Riverside County, shall deliver to the Redeveloper a title insurance policy insuring title in conformity with Section 3.7 of this Agreement, and thereafter shall deliver the Note to the Redeveloper._ 3.7 Title Insurance. Concurrently with recordation of the Grant Deed, Chicago Title Insurance Company (the "Title Company "), shall, at the cost and expense of the Agency, provide and deliver to the Redeveloper an ALTA owner's policy of title insurance (the "Title Policy ") issued by the Title Company insuring that good and marketable title is vested in the Redeveloper in the condition required by this Agreement and the terms of the Purchase Agreement. The Title Company shall provide the Agency with a copy of such Title Policy, and the Title Policy shall be in an amount equal to the Purchase Price, including the Loan amount or in such greater amount as the Redeveloper may specify. The Title Policy shall contain and include such additional endorsements as the Redeveloper may reasonably request. 3.8 Assignment of Representations and Warranties of the Seller. Effective on the close of Escrow, the Agency assigns to the Redeveloper all representations and warranties contained in the Purchase Agreement and made by the Seller. 3.9 Enactment of Sales Tax Ordinance. If, on or before March 31, 1993, the City and the Agency have not adopted ordinances under California Revenue and Taxation Code Section 7202.5 and Section 7202.6, respectively, providing for a credit for sales and use taxes paid to the Agency from retail sales occurring within the Shopping Center and imposing a 1.0% tax on all retail sales occurring within the Shopping Center, the Redeveloper may, at any time prior to close of Escrow on the Site, terminate this Agreement and any further rights and responsibilities hereunder. The Agency also agrees to cause the City to join the Agency in judicially validating such sales and use tax ordinances pursuant to California Code of Civil Procedure Section 860 et sea. on or before March 31, 1993. The Agency shall not rescind such sales and use tax ordinance without (a) first obtaining the Redeveloper's consent and (b) without pledging assets or other sources or revenue which, in the Redeveloper's sole discretion, provide sufficient security for the Agency's obligation to make payments to the Redeveloper under the Note. DDA\2- 16 \G190 \048 fl fG r,-. �` -- In addition, if the Sales and Use Tax Law is modified or repealed following the date of this Agreement, or if the City's or the Agency's portion of the Sales Tax Revenue (as defined in the Note) decreases or is eliminated, then for purposes of this Agreement, Sales Tax Revenue shall be deemed to mean any form of tax or revenue which the City or the Agency receives in total or partial replacement of such Sales Tax Revenue. In addition, in the event of any such change, the Agency and the Redeveloper shall fully cooperate with one another in amending this Agreement and the Note as is necessary or appropriate to facilitate the timely payment of all payments to the Redeveloper under the Note, so the intent of this Agreement can be attained. 4. Redevelopment of the Site. 4.1 ScoRe of Development. The Site shall be redeveloped in accordance with this Section 4. 4.2 Dnstruction of Store. The Redeveloper shall construct the Store on the Site, in accordance with all applicable laws, ordinances, and regulations, whether federal, stated or local. 4.3 Cost of Construction. The cost of developing the Site and constructing all improvements on and off of the Site as required by this Agreement shall be borne exclusively by the Redeveloper or its assigns and successors-in-interest, except for those costs, if any, to be borne by the Agency or others as expressly provided in this Agreement. 4.4 Indemnification. During the period commencing with any preliminary work by the Redeveloper or others on any portion of the Site and until such time as the Agency has issued a Certificate of Completion pursuant to Section 4.7 below with respect to the construction of the improvements on the Site, the Redeveloper shall indemnify and hold the Agency and the City and their respective officers, directors, agents, servants, employees and contractors harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attorney's fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be caused by any acts done thereon or any errors or omissions of the Redeveloper or its officers, directors, agents, servants, employees or contractors. The Redeveloper shall not be responsible for (and such indemnity shall not apply to) any acts, errors or omissions of the Agency or the City, or their respective officers, directors, agents, servants, employees or contractors. 4.5 Anti - Discrimination During Construction. The Redeveloper for itself and its successors and assigns agrees that in the construction of the improvements on the Site, the Redeveloper shall not discriminate against any employee or applicant for employment because of sex, marital status, race, color, religion, creed, national origin, or ancestry, and that the Redeveloper shall comply with all applicable local, state and federal fair employment laws and regulations. 4.6 Rights of Access. Representatives of the Agency and the City shall have the reasonable right of access to the Site or portions thereof under the control of the Redeveloper without charge, at normal construction hours during the period of construction for the purpose of inspecting the work being performed in constructing the improvements. Such representatives of the Agency or the City shall be those who are so identified in writing by the Executive Director of the Agency. The Agency shall indemnify and hold the Redeveloper DDAU- 16 \G190 \048 L1+ ,x AG7–h '.A IT0.1. N ?. —_ 4 PAC-L!S_ �•_ harmless from any claims or liabilities arising out of activities attributable to the Agency representatives present at the Site pursuant to this Section. 4.7 Certificate of Completion. Promptly after completion of the construction and development to be completed by the Redeveloper on the Site or any legally subdivided parcel thereof, the Agency at its own expense shall furnish the Redeveloper with a Certificate of Completion, in the form attached and incorporated herein as Exhibit "G ", on written request therefor by the Redeveloper. Such Certificate of Completion shall be in such form as to permit it to be recorded in the Office of the Recorder of Riverside County. Each Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory completion of the construction required by this Agreement on the Site or any legally subdivided parcel thereof and of full compliance with the terms of this Agreement relating to commencement and completion of construction on the Site or any legally subdivided parcel thereof and of full compliance with the terms of this Agreement relating to commencement and completion of construction on the Site or any legally subdivided parcel thereof. After the issuance of such Certificate of Completion, any parry then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site or any legally subdivided parcel thereof shall not (because of such ownership, purchase, lease or acquisition) incur any obligation or liability under this Agreement with respect to the commencement and completion of construction for which such Certificate of Completion is issued, except that such parry shall be bound by the covenants contained in Section 5. of this Agreement and the Grant Deed to the Site. Except as otherwise provided herein, after the issuance of a Certificate of Completion for the Site or any legally subdivided parcel thereof, neither the Agency, the City nor any other person shall have any rights, remedies or controls with respect to the Site or any legally subdivided parcel thereof that it would otherwise have or be entitled to exercise under this Agreement as a result of a default in or breach of any provision of this Agreement relating to the commencement or completion of construction on the Site or any legally subdivided parcel thereof, and the respective rights and obligations of the parties with reference to the Site or any legally subdivided parcel thereof shall be as set forth in Section 5. of this Agreement and the Grant Deed to the Site. The Agency shall not unreasonably withhold or delay the issuance of any Certificate of Completion. If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Redeveloper, the Agency shall, within 15 days after such written request, provide the Redeveloper with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The Statement shall also contain the Agency's opinion of the action the Redeveloper must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific minor finish items or materials, the Agency shall issue its Certificate of Completion on the posting of a bond by the Redeveloper with the Agency in an amount representing the fair value of the work not yet completed. If the Agency shall have failed to provide such written statement within said 15 day period, the Redeveloper shall be deemed entitled to the Certificate of Completion, and the Agency shall issue the same within 5 days after the Redeveloper makes a demand therefor. Such Certificate of Completion shall not constitute notice of completion as referred to in the California Civil Code Section 3093. 7 DDAR- 16 \G190 \048 io ACENDA ITE ; h0., —] PACE �LO OF-3'-L-"1 4.8 Estoppel Certificate. On request of the Redeveloper, the Agency, to the extent permitted by law, shall initiate and pursue for final consideration, and shall use its best efforts to cause the City to initiate and pursue for final consideration, at the earliest practicable date, all actions and proceedings within their respective jurisdiction which may be necessary or desirable for commencement or completion of construction of the improvements on the Site, the occupancy of the improvements on the Site. At the request of the Redeveloper, the Agency shall, within 10 days, certify in writing that, to the best of its knowledge, (a) this Agreement is in full force and effect and is a binding obligation of the certifying parry, (b) this Agreement has not been amended or modified, except as is expressly provided in such estoppel certificate and (c) no default in the performance of the requesting parry pursuant to this Agreement exists, except as is expressly provided in such estoppel certificate. Use and Maintenance Restrictions. 5.1 Uses. The Redeveloper covenants and agrees for itself, its successors and its assigns, that during construction and thereafter the Redeveloper, its successors and assigns, shall devote the Site to the uses contemplated by, specified in or authorized or allowed by the General Commercial land use designation of the City, any permits for the Site, this Agreement, the Grant Deed for the Site, and the Redevelopment Plan. 5.2 Maintenance of the Site. The Redeveloper, its successors and assigns shall maintain the Site and the improvements on the Site in good condition. 5.3 Obligation to Refrain from Discrimination. The Redeveloper covenants and agrees for itself, its successors and its assigns, 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 Site. 5.4 Form of Nondiscrimination and Nonsegregation Clause. The Re- developer shall refrain from restricting the rental, sale or lease of the Site on the basis of race, color, creed, religion, sex, marital status, ancestry or national origin of any person. To that end, all deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: 1. In deeds: "The grantee herein covenants by and for himself, his heirs, executors, and assigns, and all person claiming under or through them, 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 land herein conveyed, nor shall the grantee himself, or any persons claiming under or 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 tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." 2. In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted on and subject to the following conditions: r DDA\2- 16 \G190 \048 -T PAnF 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 leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased nor shall the lessee himself, or nay person claiming under or 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 tenants, lessees, sublessees, subtenants or vendees in the land herein leased." 3. In contracts: "There shall be no discrimination against or segregation of any persons or group of persons on account of race, color, creed, religion, sex, marital status, ancestry or national origin in the sale, lease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the .transferee himself, or any person claiming under or 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 tenants, lessees, subtenants, sublessees or vendees of the land." The foregoing covenants shall run with the land and shall remain in effect in perpetuity. 5.5 Effect and Duration of Covenants. Except as may be otherwise provided in this Agreement, the covenants contained in this Agreement and the Grant Deed for the Site shall remain in effect until the expiration date of the Redevelopment Plan or any extension thereof. The covenants against discrimination shall remain in effect in perpetuity. The covenants established in this Agreement and the Grant Deed shall, without regard to technical classification and designation, be binding for the benefit and in favor of the Agency and the City and their respective successors and assigns and any successor in interest to the Site or any part thereof. The Agency and the City are deemed the beneficiaries of the terms and provisions of this Agreement and of the covenants running with the land for and in their own right and for the purpose of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. This Agreement and such covenants shall run in favor of the Agency without regard to whether the Agency has been, remains or is an owner of any land in the Project Area. The Agency shall have the right, if the Agreement or such covenants are breached, to exercise all rights and remedies and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. Notwithstanding the foregoing, after any conveyance of the Site or any legally subdivided parcel thereof by the Redeveloper, the Redeveloper shall not longer be liable for the performance of the foregoing covenants. Defaults. Remedies and Termination. 6.1 Legal Actions. 6.1.1 Institution of Legal Actions. All legal or equitable actions brought under or with respect to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California, at the election of the Redeveloper. 9 DDA\2- 16 \G19M48 6.1.2 applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. 6.1.3 Rights and Remedies. The rights and remedies of the parties shall be limited to the remedies set forth in this Section 6. Except as otherwise expressly provided for in this Agreement, neither the Agency nor the Redeveloper shall have the right to terminate this Agreement. 6.2 SDecial Remedies and Rights. The following are special optional remedies and rights of the parties. 6.2.1 Remedies of the Redeveloper. The Redeveloper at its option may pursue the remedy of specific performance against the Agency, pursue a claim for damages against the Agency or terminate this Agreement if the Agency defaults and fails to perform any term or provision of this Agreement in the manner required by this Agreement, and within the time established therefor in this Agreement, and any such failure is not cured within 15 days after written demand by the Redeveloper. In the event of any termination pursuant to this Section, neither the Agency nor the Redeveloper shall have any further rights against or liability to the other under this Agreement or under the Note and any other funds deposited in escrow or loaned to the Agency shall be returned to the Redeveloper as provided in this Agreement. 6.2.2 Remedies of the Agency. The Agency at its option may terminate this Agreement if the Redeveloper does not advance all funds and deposits required by this Agreement on or before the Closing Date (as the same may be extended) and such breach is not cured within 15 days after the date of written demand therefor by the Agency. In the event of any such termination pursuant to this Section, neither the Agency nor the Redeveloper shall have any further rights against or liability to the other under this Agreement, and the Agency shall have no obligation to make payments under the Note. 6.2.3 Right of Termination on Failure of Condition. If any condition of the close of Escrow for the benefit of either the Agency or the Redeveloper, fails to occur (except where such failure results from the willful act or omission of the party benefttted by such condition), then the parry for whose benefit such condition exists may terminate this Agreement. In the event of any termination pursuant to this Section, neither the Agency nor the Redeveloper shall have any further rights against or liability to the other under this Agreement or under the Note. General Provisions. 7.1 Notices Demands and Communications Between the Parties. Formal notices, demands and communications between the Agency and the Redeveloper shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, or by overnight mail delivery service, to the principal offices of the Agency and the Redeveloper as set forth in Section 2. above. Such written notices, demands and communications may be sent in the same manner to such other addresses as either party may from time to time designate by mail. Such notices, demands and communications shall be deemed given on receipt or rejection. 7.2 Inspection of Books and Records. Until the earlier of (a) payment in full to the Redeveloper of the payments which the Agency is obligated to pay to the Redeveloper under the Note or (b) termination of the Agency's obligation to pay any remaining payments to 10 DDA\2- 16 \GIW \048 :s rci F: _ Ll PACE 0. b.1 the Redeveloper under the Note, the Redeveloper shall have the right at all reasonable times to inspect and copy the books and records of the Agency with respect to Sales Tax Revenue based on sales at or from the Shopping Center, as is reasonably necessary for the Redeveloper to enforce its rights under this Agreement. 7.3 Real Estate Commissions. The Agency and the Redeveloper each represent to the other that it has engaged no broker, agent, or finder in connection with this transaction. The Agency and the Redeveloper shall each indemnify the other, for any claims for real estate commissions, brokers' fees or finders' fees which are alleged to be due as a result of the acts of the indemnifying party. 8. Special Provisions. 8.1 AARDrovals. On the request of the Redeveloper, the Agency, to the extent permitted by law, agrees to initiate and pursue for final consideration, and agrees to use its best efforts to cause the City to initiate and pursue for final consideration, at the earliest practicable date, all actions and proceedings within their respective jurisdiction which may be necessary or desirable for commencement or completion of construction of the Store on the Site or the occupancy of the Store on the Site. 8.2 Amendment of Redevelopment Plan. Pursuant to provisions of the Redevelopment Plan for modification or amendment thereof, the Agency agrees that no amendment which changes the uses or development permitted on the Site or changes the restrictions or controls that apply to the Site or otherwise affects the Site shall be made or become effective without the prior written consent of the Redeveloper. Amendments to the Redevelopment Plan applying to other property in the Project Area shall not require the consent of the Redeveloper. 8.3 Entire Agreement. Waivers and Amendments. This Agreement is executed in 3 duplicate originals, each of which is deemed to be an original. This Agreement integrates all of the tetras and conditions mentioned herein or incidental hereto, and supersedes all negotiations or previous agreements between the parties with respect to all or any portion of the subject matter hereof. All waivers of the provisions of this Agreement shall be in writing and signed by the appropriate authorities of the Agency and the Redeveloper, and all amendments hereto shall be in writing and signed by the appropriate authorities of the Agency and the Redeveloper. 8.4 Recordation. Although this Agreement shall not be recorded, the Agency and the Redeveloper shall make, execute and record in the land records in the Office of the County Recorder for Riverside County, a Memorandum of this Agreement. 8.5 Legal Challenge. The Agency shall defend against any legal or equitable challenge to, or attempt to overturn or nullify by initiative or referendum, this Agreement, the Deed, the Note and /or the sales and use tax ordinances to be adopted by the Agency and the City as provided for herein. Neither the Agency nor the Redeveloper shall bring or cause to be brought any action to determine the validity of this Agreement or any other agreement between the Agency and the Redeveloper that pertains to the Site. 11 DDA\2- 16 \G190 \048 �. :rr ;K LA ink'= t of 8.6 Time for Acceptance of Agreement by the Agency. This Agreement, when executed by the Redeveloper and delivered to the Agency, shall be authorized, executed and delivered by the Agency no later than January 29, 1993 or this Agreement shall be void, except to the extent that the Redeveloper shall consent in writing to further extensions of time for the authorization, execution, and delivery of this Agreement. The effective date of this Agreement shall be the date when this Agreement has been executed by the Agency. Dated: ATTEST Secretary Dated: AGENCY LAKE ELSINORE REDEVELOPMENT AGENCY LE REDEVELOPER WAL -MART STORES, INC., a Delaware corporation Un 12 DDA\2- 16 \G190 \048 :s R Mar) of Site [To Follow] EXHIBIT "A" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT Y.". x: x: EXHIBIT "A" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT W. J. AGENDA ITEM NC. —LA- ; OFILA PAGE 2-1 L I , II I1 11. HHH! ill 11!111! rX \7Z Pnil i i i • i i i i • i m t. g!ll!1lil 11 li, Hill! !I H i H-14*j ........... I II- + i I AKE ELSINORE r1 GATUN 0[VELof6.1 -wim ComCOMPANY tm so ft wow I'M FELA;2L EXHIBIT "A" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT W. J. AGENDA ITEM NC. —LA- ; OFILA PAGE 2-1 Legal Description of the Site All that real property located in the City of Lake Elsinore described as follows: [To Follow] EXH BIT "B" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT sn t'c 4 _/ PF:E �tS 07 Orde: No: 89241:4 •15 • • DESCRIPTION 1 PARCEL 1: 063 -140 -009, 035, 036, 039) THAT PC'RI1CN OF :'F• SOU- : -HtAS: CUE QUARTER CF SECTICN 9, TOWNSHIP 6 SOUTH, RANGE 4 WEST, SA.1 SL ?-NARC :NC !:ERIDIA':, AS SHO'%I:i BY UNITED STATES GOVERNMENT SUR -ay APPRJ EO AU;i J5T 25, :680 AND THOSE 'e ORT:)N.; OF THE FOLLOWING: S. A. J.:FWAFTS ADDITION TO ZLSINC?- FS SHC > ::I BY HAP ON FILE IN BOOK 2, PAGE 102 OF MAPS, SAN DIEGO COUNTY RECOR_SI TOGETHER WITH ALL VACATED STREET.; AND ALLEYS INCLUDED THEREIN; J. W. CLAYTON'S FIRST ADO:TION TO ELSINORE AS SHOWN BY MAP ON FILE :.I BO,:'X 2, PAGE 191 OF : -75, SAN DIEGO COUNTY RECORDS; TOGETHER WITH ALL :'ACATED S :BEETS AN: ALLE -S THEREIN; AND HEALD'S FIRST ADDITION TO ELS :t "ORE RS SHCWN B'_' !6AP ON F:LE :N BOOK PAGE 2'05 OF MAPS, SAN DIEGO COUNTY P.ECOR05; TOGETHLR 'TH ALL VAC! +:ED STREETS ;.at ALLEYS INCLUDED THEREIN; INCLUDED WITHIN THE SAID SOUTHEAST ONE QC -ARISE DF SAID SECTICN, RECORDS OF SAID COUNTY LYINZ W::H:N THT F,iLLOVJI IG L:::ES: COYYSNC:NG AT THE COR ::ER OF SAID 3EC:ION 9 MARKED WITH A TWO INCH IRON c /PEI THENCE A:.CI13 ^Y.b EASTERLY L:NE OF 6;.ID SECTION, NORTH 0 DEGREES 11' 00" WEST 203.64 FEET TO A WON-TANGEN7 CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 2540.00 FEET FROM A TANGENT BEARING NORTH 27 DEGREES 51' 2S" WEST SAID POINT BEING THE TRUE POINT OF BEGINN:NG; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 1G LiGAEES 36' 31." A ^ISTANC7E OF 4 70.30 FEET; THENCE NORTH 39 DEGREES 27' 56" WEST 943.81 FEET TC A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 1960.00 FEETI THENCE t,CRTF.'WLSTEP.LY ALONG SAID CURVE THROUGH AN ANGLE OF 6 DEGREES 27' 56" A D:STANCE OF 221.18 FEET; THENCE NORTH 32 DEGREES 00' 00' WEST 661.25 FEET TO A TAti.'ENT CURVE TO THE RIGHT HAVING A RADIUS OF 96D.00 Fa8TI THENCE NORTHWESTERLY ALONG SAID CURVS THROUGH AN ANGLE OF 16 DEGREES 30' 00° A DISTANCE OF 276..6 FEET; THENCE NORTH 13 DEGP.EES 3C 00" WEST 197.51 FEET TO A TANGENT CURVE :0 "HE LEE: HAV :IIG A RAOILS ^F 540.00 FEET; THENCE NORTHWESTERLY ALONG SAID C:R ;E THROUGH AN ANGLE OF 2: O=GRE =i :9' 22" A DISTANCE OF 191.54 FEET; THENCE NORTH. 12 DEGREES 41' 14" EAST :0.:3 FEET TO THE NORTH LINE OF THE SOUTHEAST QL'A ?TEA DT SA:D SECTION 9, _HENCE ALDNO THE NORTH LINE OF SAID SOUTHEAST QUARTER SOUTH 69 :•E.REES 51' OC- EAST TO THE :N- ERSECT:ON OF SAID NORTH LINE WITH THE SO-THWES: LINE OF RAILROAD CA,ZNYON ROAD, 60 FEET IN WIDTH, AS SAID RAILROAD CANYON ROAD IS SHCWN ON A MAP NO. 3:X, III THE OFFICE Oa THE RIVERSIDE COUNTY SURVEYOR, THENCE SGUTHEASTE ?_Y ALONG SAID SO- 'THWLST LINE OF RA :LROAD CANYON ROAD TO THE EAST LIt:E Or S:C :IOt: 9; ::iE :ICE SDUTK ALONG SAID LAS: L::E TO THE POINT OF BEGINNING. EX :EFT2:;3 THAT POR -:OF LYING SOUTH Cr :'HE CENTERLINE OF RAILROAD AVENUE AS SHOWN 0;4 THE 5'AF OF REAL „S FIRST ;.XDIT:CN TO ELS:NCRB. PXPCEL 21 T)'.A'. FD =7;0I OF THE so- �THEAS: Q.Jm, -.ZF OF SECT:ON 9, TOWNSHIP 6 SOUTH, RANGE 4 WEST, SAN bER`7.4 ?DITTO MERIDIAN, LESC'P:EE AS FOLLOWS: CO:+KENC:N3 AT THL CEN-EP. OF SAID SECTION S LURKED BY A 2 -INCH IRON PIPE; THENCE ALOAJ THE t:CRTH LINE OF SAID SOUTr:EAS: QUAR :EP. OF SECTICN 9 SOUTH 89 DEGREES 51' 00” EAST 1:74.62 FEiI; THENCE SCU'.H 12 DEGREES 41' 14' WEST 10.03 FEET TO A NON- TAP'GEGT :.URVE CONCAVE SOUTNWES -LRLY AND HAVING A RADIUS OF S40 FEETI THENCE EXHIBIT "B" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT F X: C ACENDA ITE,vi Nn. q_ gzder Not 9924114 -15 ^ z DESCRIPTION W SOUTHEASTE ?.L'1 ALONG SAID CURVE THROUGH AN ANGLE OF 20 DEGREES 19' 22" A DISTANCE OF 191.54 FEET; THENCE SOUTH. 15 DEGREES 30' 00" EAST 179.43 FEET! THENCE SOUTH 74 DEGREES 30' 00" WEST 70.CC 7TET TO THE PO:N= OF BEGINNINGS THE14CE NORTH 15 DEGREES 3C' 00" WEST 113.43 FEE: TO A TANGENT CCRVE C0:7CAVE SOUTHWESTERLY AND HAVING A M:t;S OF 470 F?.E7; THENCE VOP.THWESTERLY ALONG SAID CURVE THROUGH All ANGLE OF 16 DEG..REES 36' 14" A DISTANCE OF :52.61 FEET; THENCE IICRTH 74 DEGREES O1' 19" WEST 30.64 FEET TO COUPSE "A" BEING A HC \- TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADI75 O? 695 FEE ; THZ!! -Z SOUTHWESTERLY ALONG SAID COURSE "A" THROUGH AN ANGLE OF 8 DEGREES 40' 36" A DISTANCE OF 105.25 FEET TO COURSE "8 "0 THENCE ALONG COURSE "e•' SOUTH 31 DEGREES 44' 58" FAST 307.58 FEET; THENCE NORTH 58 DEGREES 15' 02" EAST 50.CO FEE: TO THE POINT OF BEGINNING- 's: ti.. PURCHASE AGREEMENT EXHIBIT fic" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT This Agreement is dated as of the 42 day of Jaric, 192a between OaR GROWN NQUITINS, a California limited partnership (-Seller-), and wAL -MART STORRS, INC., a Delaware corporation ('Mal - Mart•), M I T N R S S E T 1. Sale and Purchase. Seller shall eell and Nuyer •hall purchase, subject to the terns and conditions herein, an approximately 13.58 acre tract of land (the - Property), more particularly described in Exhibit A attac Red hereto and made a part hereof located in or near the City of Lake tleinors, Riverside County, California. Seller warrants that it owns, or controls with A contract to purchase, the Property, subject to the matters set forth in the Preliminary Title Report attached hereto as Exhibit A. 2. Purchase Price. The purchase price, subject to the provisions of Paragraph a contained herein, for the Property shall be Two Million Mine Hundred fifty Seven Thousand, Seven Hundred TWnty -Pour and no/100 Dollars (S2,937,72e) computed at five and no /100 Dollars ($3.00) per square foot (the -purchase Price-) payable as follwu (y Five Thousand and se /100 Dollars (55,000.00) paid contemporaneously with the esecution by Mal -Mart of this Agreement to a mutually acceptable title company (the -escrow-) to be held in an interest bearing escrw, account (the -Deposit-) with interest accruing to Mal -Mart.l and (b) The balance of Two Million Nine Hundred fifty -Two Thousand Seven Hundred Twenty -Four and no /100 dollars (52,952,724.00) paid on the date of the closing of this "ale (the -Closing-) by certified check or federal wire transfer. 2. ■scrw. Mal -Mart and Seller shall deliver signed instructions to Chicago Title Insurance Company, (the -Escrow-) as escrow holder, within twenty (20) calendar days of both parties execution of this Agreement which shall provide for closing an provided herein. Escrow fees shall be subject to the review and approval 01 Mal -Mart and Seller, and then shall be shared in the manner provided herein. The -Close of Socrow• or the *Closing' shall be the date Seller'■ grant deed is recorded. Concurrently with Seller's execution of the escrow instructions, slier shall exec'Re a grant de 'd to convey title of the Property to Ruyer, and Sorrow shall hold said deal intil .... Clcsa of Eec[ow. ft, .. r__posos, the date of the *opening of escrow" shall be the date of this Agreement. In the event of any inconsistency between the escrow instructions and this kgreement, this Agreement Shall control, notwithstanding the fact that either party may have intentionally or inadvertently executed such Inconsistent instructions. a. Survey. Val -Marc, within twenty (20) day" from the tffective date of this Agreement, shall order a certified ALTA boundary line and topographic survey of the Property. Val -Mart shall pay for both surveys and Seller agrees to reimburse Mal -Mart at the Closing for the cost of the certified AL-A EXHIBIT "C" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT x. S boundary line survey. Said survey@ •hall (11 be prepared by a registered land surveyor pursuant to the instructions attached hereto as exhibit S, and (iii contain an accurate legal description. If the survey reveals that the actual area is more or loan than the approximation shown above, the Purchase Price to be paid hereunder •hall be adjusted accordingly. S. Title Ineurenre. Wal -Mart, within ten (10) days of the data on which it receives a satisfactory Survey as provided in Section a hereof, shall order a standard form ALTA Owner'• Title Commitant Policy (the •COmmst.v t') covering the Property and issued by a National Title Insurance Company licensed to do business in the state of California mutually agreed upon by the parties hereto (-Title Company•), together with copies of all inetr_nents, if any, referred to in the Commitment as eeeeptian* to title. The Commitment •hall also contain the Title Company'• commitment to issue Such California Land Title Association endorsements (•CLTA endorsements•) to the title Policy as Wal -Mart or its lender shall require. Within thirty (10) days of receipt of the Commitment, together with copies of all documents constituting exceptions to title and survey, Wal -Mart shall give "ties in writing to Seller of any defects in or objections to the title an so evidenced. Seller @hall, within forty -five (aS) days of receipt of said notice, ar such time as may be extended by Wal -Mart, exert its best efforts to clear the title of the defects and objections &$ specified. Failure to exert such effort to clear the title of defects and objections within the forty -five (45) days, or Such time as may be extended by Wal -Mart, shall constitute a default on the part of the Seller and be subject to the provisions of Paragraph 10 contained herein. Val -Mart *hall give notice in writing to Seller of thus 'Permitted Exception*' that are acceptable to Val -Mart. Seller, however, shall not be required to expand mete than Twenty Thousand and no /100 Dollars (530,000.00) to clear the title of any "fact, except that all =notary limn@, mortgages And assessments must be satisfied or paid an or before the Closing. S. T1tL and Deed. At the Closing, Seller shall convey to Wal -Mart, marketable title to the Property, free and clear of any and all encumbrances, which arm unacceptable to Val -Mart at which provide for a forfeiture of the title to the Property or which prohibit or restrict the erection of the necessary structures or facilities for, or the operation of a Wal -Mart Store on the Property. These exceptions which are acceptable to Val -Mart sha11 be referred to as •Femitted Exceptions-. At the Closing, Wal -Mart sham also be able to obtain, at Seller's expense, a standard fore ALTA Owner's Title Insurance Policy (the - Policy -) issued by the Title Company, insuring marketable title to Wal -Mart in the full amount of the Purrh&$v Price .ncl containing no exceptions or ccoeiticns other than the Permitted Exceptions, and containing the CLTA Endorsements which Mal -Hart or Its lender Shall require. 7. Condemnation. If, prior to the Closing, all or any part of the Property shall be condemned by governmental or Other lawful authority, Wal- Mart shall have the option of (a) completing the purchase, in which event all condemnation proceeds or claims thereof shall be &$Signed to Nal -Mart, or (b) cancelling this Agreement, in which event the Deposit shall be returned to Pu hft'01M1d11 Sn: 3 AUEtOA ITEM NO. "4 PAGE 33 a- Mal -Mart and this Agreement shall be terminated with neither party having any rights against the other. a. Taxes and Auuemenc •. Real property taxes, water rates and sewer charges and rants, if any. Shall be prorated and adjusted on the basis of thirty (30) days to seen month, Seller to have the last day, to the data of Closing. Taxes for all prior years shall be paid by Seller. If the Closing Shall occur before the tax rate is fired for the then - currant year, the apportionment of teas Shall be upon the basis of the tax rate for the preceding year applied to the latest &@&@good valuation, with the proration to be adjusted between the parties based on actual tunes for the year in which Closing occurs at the time such actual taxes are determined. txcept as provided for in Section S. of Exhibit C attached hereto, assessments and bonds, either general or special, for improvements completed prior to the date Of Closing, or other governmental charges, whether matured or unmatured, shall be paid in full by Seller. Furthermore, the Seller shall cause to be empleted the Real Property Tax Guidelines for Yal -Naze Built Stores attached hereto as Exhibit a and upon completion will forward to the Real Estate Manager. Except as provided for in Section S of Exhibit C attached hereto, Seller hereby agrees to pay, reimeurse, indemnify, defend and hold meal -Mart harmless from any supplemental aseesements, or taxes or assessments, and any late charges or penalties associated therewith, levies by the t@&inq authorities after the close of Escrow attributable to tact* or circumstances arising before the close Of bcrw, or otherwise excepted from coverage under the Title Policy. 9. Transfer and !alas Tax@&. The expense and cost of all federal, state and local documentary or revenue stamps, transfer, sales and other taxes, it any, relating to the sale at the Property shall be paid by Seller on the date of Closing. Both parties agree to execute any tax returns required to be filed In connection with any such taxes. 10. Time of the l000naa /Defaults /Rem dies. Time is of the essence of this Agreement and failure to amply with this provision shall be a material breach of this Agreement. If the Escrow falls to close an provided herein, Mil -Mart or Seller may at any time thereafter pits written notice to the escrow holder to cancel the Escrow, and return all money and documents in Escrow to their respective depositors. The sacra, holder shall comply with such notice without further consent from any other party to the Escrow or from any broker involved in the transaction. Cancellation of Escrow as provided herein shall be without prejudice to whatever legal rights Mal -Mart and Seller may have against each other. A. D@faul. L. __c. IF MAL -MART FAILS TO COMYLETT SAID PURCHASE AS HEREIN PROVIDED BY REASON OF ANY DEFAULT BY MIS -MART, SELLER SMALL BE RELEASED FROM OBLIGATION TO SELL THE PROPERTY TO MAL -MART, BUT SELLER, By INITIALLING THIS PARAGRAPH, SHALL HAVE RELEASED MAL -NART FROM ANY CLAIMS OR CAUSES OF ACTION ARISING OUT OF SUCH DEFAULT, AND SELLER SHALL HAVE AGREED THAT SELLER SMALL RETAIN THE 'DEPOSIT' AS LIQUIDATED DAMAGES, AND THAT SUCH RETENTION SHALL BE SELLER'S SOLE REMEDY AGAINST HAL -HART IN REGARD TO SUCH DEFAULT. THE PARTIES HERETO HAVE CONSIDERED THE AMOUNT Of DAMAGES WHICH SELLER IS LIKELY TO INCUR IN THE EVENT OF A DEFAULT OR BREACH HEREUNDER By HuwWusHVtal 1 :F. l; :r. Ll MAL -KART, AND THE PARTIES HERETO HAVE AGREED THAT THE DEPOSIT IS A REASONABLE APPROXIMATION AND LIQUIDATION OF SELLER'S POTENTIAL DAMAGES. CONSIDERING AIL OF THE CIRCUMSTANCES EXISTING ON THE DATE Or THIS AGREEMENT, INCLUDING TKE RELATIONSHIP OP THE SUM TO THE RANGE Of HAM TO SELLER THAT REASONABLY COULD BE ANTICIPATED AND THE ANTICIPATION THAT PROOF OF ACTUAL DAMAGES MOULD BE COSTLY OR INCONVENIENT. THE RECEIPT AND RETENTION OF SUCH AMOUNT BY SELLER IS INTENDED TO CONSTITUTE THE LIQUIDATED DAMAGES TO SELLER PURSUANT TO THE CALIFORNIA CIVIL CODE. AND SMALL NOT BE DEEMED TO CONSTITUTE A FORFEITURE OR PENALTY WITHIN THE MEANING OF THE CALIFORNIA CIVIL GODS, OR ANY SIMILAR PROVISION. SAID AMOUNT OF LIQUIDATED DAMAGES SHALL BE IN LIEU OF ANY OTHER REMEDIES, DAMAGES OR SUMS OUR OR PAYABLE TO SELLER. IN PLACING THEIR INIr -, KLs AT THE PLACES PROVIDED, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE. VAL -MART SILLBR a. Default by Seller. If Seller fail@ or refuses to comply fully with the terms of this Agreement, because of failure to clear title as outlined in Paragraph S contained herein to Property or for any other cause wal -Marc eey, at its option, exercise every right and remedy available at law and in equity under California law, including but not limited to the right to: (1) rescind this Agreement and recover from Escrow Or Seller the Deposit, as well as any and all reasonable expenses, not to exceed 810,000.00, paid or Incurred by Mal -Mart in so mection with this Agreement, (ii) proceed with this Agreement and take the Property as is, subject to the qualification below. (Ili) record a His yeadens and enforce Mal -Mart'• right to specific performance and related Injunctive relief, or (iv) select another location for Mal- Mart's store, and bring am action for its actual and consequential damages. Seller acknowledges that it Mal -Mart Seeks specific performance of this Agreement, W1 -Mart mall be entitled to an order by the court enforcing this Section, without any need to make a showing that the Property is unique, or that its damages are liquidated and not speculative, or no other remedies are practical, available, effective or adequate. Seller acknowledges that if Mal -Mart seeks injunctive relief, the same may be fashioned in a mandatory or prohibitive manner, and Seller hereby waives any right, at law or in equity, to demand the posting of a bond or other security by Mal -Kart as condition to the continuation of record, of any lie pandens which it may tile,. 11. Eicht of Intro. At any time prior to the Closing, and at +al- Ma -t'a sole expense, Mal -M-tt j. . <horised agents shall have the right to enter upon the Property for any lawful purpose, including without limitation making such surveys and @Its analyesa, test borings and engineering studies and to erect such signs as Mal -Mart may does necessary. Mal -Mart shall Indemnify and hold Seller harmleSS from and against any and all claims and Liana arising out of any act or failure to sett of Mal -Mart or its authorised agents es a result of their respective activities on the Property. 11. arokerace Fes@. Both parties represent that no broker is involved In this Agreement, except for Grubb a Ellis Realty which shall be paid a sy,say,G MaDa1 c r ACENDA 17'r, FAGc._ ,C Z.l,� comaiesicn upon the close of escrow by Seller in accordance with the tame of a separate agreement, and each party agrees to indemnify the other against brokerage or commission Claire arising out of the indemnifying party 'a actions. 17. Utilleiea. Seller, at the time of Closing, warrants that all utility aervicee, adequate to wet the needs of Wal -Mart, including water, gas, electrical, telephone and sanitary and storm sewer are available to the Property. Seller also warrants that except as disclosed in writing by Seller to Mal -Mart prior to their execution hereof, no public agency or utility has imposed any moratorium against Connection to such services, or quantitative or qualitative limitation on such services in place at the date hereof, or proposed, pending, likely or necessary, to the knowledge of 5e11er and any of its design or engineering Consultants with respect to the Property. la. contincencies and Seller's Warranties. A. Governmental Aegrgvals Tg Se Obtained Prior T Closing. This Agreement and Mal -Mart's obligation to close Escrow in expressly Conditioned on the general plan, any applicable specific plan, zoning, zone clearance, subdivision map, environmental Clearance, planned development program or permit, Conditional use permit program, architectural review process, redevelopment plan, approved traffic study, dwelopment agreement, redevelopment agreement, subdivision improvement agreement, special assessment district creation and bond issuance, and other discretionary approval program of the governmental agencies and owners associations with Jurisdiction ever the Property (individually and collectively the - Governmental Approvals -) permitting the use of the Property for business retail usage in the manner Customarily undertaken by Wal -Mart (the -Wal-Mart Plan -) and the retail businesses which surround it, and as shown on any schematic drawings or plans shown by Wal -Mart to Seller, and otherwise acceptable from Val -Mart's legal, business and economic point -of -view. Seller agrees that since the Property does cwt have all of the Governmental Approvals necessary for the Wal -Mart Plan, Seller shall, at its expense and sub7act to timely receipt of all necessary information from Wal -Mart, apply for or execute for Mal -Mart and within thirty (00) days of the date hereof, an application to obtain each and every Governmental Approval for the Wal -Mart Plan. Seller or Wal -Mart shall pursue the applications and processing to completion, and shall execute all necessary and appropriate instruments, provided that Seller sty not execute any application or instrument as an agent of Mal -Mart (Mal -Mart hereby Coverwnting to timely do the same), but provided f,irtMr that each representation, Covenant, condition, limitation, exaction, fee ano design change mandated -by .,.. • wvernmental agencies shall be subject and Contingent to Wal -Mart's review, approval or disapproval, counter -offer or counter - Condition, and Wal -Mart shall not be obligated to give any binding or final approval of any of the sees "lose and until: (1) the totality of the Governmental Approvals have been reviewed and finally approved in writing (and by publication of necessary ordinances) by each and every one of the governmental agencies charged with originally granting the Governmental Approvals, (111 any ordinances with respect thereto having taken effect, ( ui) the time has passed for appeal of any such governmental Approvals to any 5 r: 'r 'F F. AGER0A EM r Q *, o. H PAGE ✓ L OF1L_I administrative agency and court with appeal jurisdiction Over such Gaveraental Approvals or appeals in connection therewith, (iv) no notice of referendum or initiative with respect thereto having been published or publicized and (v) any appeals or litigation with respect to (iii) or (iv( have been prosecuted and resolved in a manner which is not subject to remand to lower courts or governmental agencies, all of the enumerated processes being the 'Final Approval'. If the Final Approval has not occurred, and /or all of the Governmental Approvals have not Wen obtained prior to the date upon which the Closing would otherwise take place, this Agreement shall, at Mal- Mart's option, either (a) continua in full force and effect until the same has occurred, ( subject to the parties hereto agreeing that the same must occur by March 31, 1997 or this Agreement shall terminate) cc (b) this Agreement shall be of no further force or effect and Seller shall return to Mal -Mart the Deposit or (c) Mal -Mart shall waive some or all part of this contingency, (with or without imposition of further conditions not involving additional dollar expense by Seller) at wal -Mart's sole and absolute discretion, and proceed with the Closing. Sellars agrees that his contingency shall W deemed satisfied when wal -Mart is Able to obtain, from the director of planning or the director of building and safety in the municipality where the Property is located, an unconditional letter indicating that wAl -Mart is aw, able to obtain a building permit for construction of the improvements sham on the wal -Mart Plan. a, P-mits To Be Obtained by wAl -MArt Prior T. The Clan iny. This Agreement and Mal -Mart's obligation to close fscrw Is ezpressly conditioned on Mal -Mart receiving prior to the Close of Sscrow from all appropriate and applicable private and /or public agencies and entities including but act limited to applicable regional, county and /or city authorities and GLTSAMS MY written approvals, permits and licenses as may W required for the construction of its facilities in the manner of the Mal -Mart Plan, including utilities, building, parking lots, lights, landscaping, signs, driveways, and curb -cuts upon the Property and adjacent right -of -way, and for the construction of any off -site Improvements which wal -Mart is obligated (and has agreed) to construction (individually and collectively the 'Permits'). wal -hart agrees to apply for and diligently pursue approval of the Permits as soon as the Final Approval of the Governmental Approvals, provided that each condition, limitation, enaction, fee and design change mandated by the gove: mental agencies with respect to said Permits shall W subject and cont -Agent to wal -Mart's reviw,, approval or disapproval, counter -offar or ccvnf.er- condition, and Mal -Mart shall not W obligated to give any binding or final apprc•ra). of any of the same and until' (I) the totality of the Vomits have been reviewed and finally approved in writing by each and every one of the governmental agencies charged with originally granting the Permits. (Li) the time has passed for appeal of the granting or conditioning or disapproval of any such Permit to any administrative agency and court with appeal jurisdiction ever such Permits or appeals in connection therewith, (iii) an notice of development policy change as described in the California Government Code with respect thereto or with respect to the Governmental Approvals which would affect the wal -Mart Plan shall have been published, (ivl h.ckAaIG1904I7 6 ?c j.. ar i y- PAGC32 OF $.L no notice of referendum or initiative with respect thereto having been published or publicized and (v) any appeals or litigation* with respect to (iii) or (iv) have been prosecuted and resolved in a manner which is not Subject to remand to lover courts or governmental agencies, all of the enumerated processes being the -final Permit Approval-. If the Final Permit Approval has not occurred, and /or all of the Permits have not been obtained prior to the date on which the Closing would otherwi@e take place, this Agreement shall, At Wal -Mart's Option, either 1&I this Agreement Shall continue in full fares and effect until the same has occurred, (subject to the parties hereto agreeing that the same must occur by march 11, 1997 or this Agreement shall terminate) or (b) this Agreement shall be of no further force or effect, and Seller shall return to Wal -Mart the Deposit, or (C) Wal -Mart shall waive some or all parts of this contingency, (with or without imposition of further conditions not involving additional dollar expense by Seller) at Wal- Mart's mina and absolute discretion, and process with the Closing. Seller agrses that this Contingency shall be deemed satisfied when Wal -Mart has, In hand, all of the Permits and the Final Permit Approval has occurred. C. Insoectimne and a011• Teets. Wal-Mart have the right, at Mal -Mart's expense, to @elect licensed enginsere, contractors, and /ox other Qualified professional(@) to mace •Inspections• (including tests, survey, other studies, inspections, investigations and interviews of persons familiar with the Property) concerning the Property, including but not limited to tests of structures, wells, septic tanks, and underground storage tanks on the Property, soils, geologic hazards, utility lines and systems, possible environmental hazards such as asbestos, formaldehyde, radon gas, methane gas, pesticide residues, oil and gas deposits, and other -Hazardous Materials- as defined in Paragraph Ia balm. This Agreement is expressly conditioned upon Inspection results which, in the sale judgement of Mal -Mart, evidence that the Property is suitable for Mal -Mart's intended use. Mal -Mart shall order the Inspections within thirty (I0) days of receipt of the Survey, provided for in Section a hereof. Seller shall deliver to Mal -Mart, within ten (10) day* of the date hereof, copies of Any reports of similar Inspections of which Seller is aware, and Seller's delivery of such existing Inspection reports shall be Seller's representation to Wal -Mart that Seller is not aware of the existents of any others Wal -Mart shall keep the Property free and clear of any liens, And repair an, material Physical damages to the Property arising as a result of such Inspe:tions. Upon receipt of reports of such Inspections, Wal -Mart shall proepti.- deliver one copy of the same to seller. When such reports disclose : onditions or inforsecict. ._.actory to Wal -Mart, which Seller a unable or unwilling to correct at Seller's expense, Wal -Mart may cancel this Agreement by written notice to Seller. 0. Condition of the Pretirtv. Seller warrants that Seller has no knowledge of any notice of violations of city, county, State, federal, building, land use, fire, health, safety, environmental, hazardous materials or other governmental or public agency codes, ordinances, regulations, or orders with respect to the Property, mr es to health, safety, environmental, or hazardous materials codes, ordinancee, regulations or orders relating to F' tX. s AGE14DA IiEt�`, NO. 4 7(/ any lands adjacent to the Property. Seller warrants that no litigation is pending, threatened or likely with respect to the Property, Sellers interest therein, or which would otherwise inhibit Mal -Mart obtaining clear title to the Property. Seller also warrants that there are no physical, legal, economic or political facts, circumstances, problems or governmental actions with respect to the Property which should be disclosed by Seller or its agents under California law, or which an owner or developer of a property such as the Property would want to know in making decisions concerning acquisition and development of the Property, except thou which have boon disclosed to Wal- Mart in detail, in writing. The foregoinq warranties shall be true as of the Glow of Escrow. If, prior to the close of Escrow, Mal -Mart learns that any of the foregoing warranties or any disclosures by Seller are misleading, incomplete or otherwise incorrect, Mal -Mart say utilise any of its remedies provided in thin Agreement. N, e�.�., St utl L• Zenu /Plead Re :a rd LOes. Unless ctherw Lae disclosed by Sailer to Mal -Mart in writing prior to the date hereof, Seller warrants to the best of its knowledge that no portion of the Property, or the road rights- cf-way las.sdiately adjacent to the Property, (i) arm situated in a Special Studies :one (as defined in California Public Resources Code Sections 2621 - 2625), or a $order Sam (as defined in California Health and Safety Code Sections 25117.3 and 25117.1) or in a Special Flood Hazard Areas an set forth on a Federal Nrrgency Mang ~nt agency (FZMA) Flood Insurance Rata Map, or Flood Hazard Boundary Map, (ii) are located within 2500' of an earthquake fault which has been upped in the pluming records of Riverside County or the city in which the ?"party is located, (1111 was the former site of any public or private landfill, dumpsite, retention basin or settling pond, (iv) we the tamer site of any oil or gas drilling operations, or (v) was the site of any e:yeriawntatien, pzbsa§Lnq, refining, reprocessing, recovery or manufacturing operation for any petrochsmieale or Rasardous Materials as defined in Paragraph 26. The foregoinq warranties shall be true an of the close of Escrow. If, prior to the Close of 36Ctew, Mal -Mart learns that any of the foregoing warranties or any disclosures by Seller are misleading, incomplete or otherwise incorrect, Mal -Mart may utilise any of its remedies provided in this Agreaent. F. This Agreement and purchase is wholly contingent upon Mal -Mart being able to obtain approval, from seal- Mart's Mal Notate Co®ittee, of H!a placeeent of a store on the Property in Lake IIsinore, California. It is understood that Mal -Mart shall notify Seller within ninety (90) days alter the date Of this P.graamsnt of the decision of the Ca ®ittes. If the decision. 1 - this Agreamsnt shall continut in lull force and effect. If the decision is •no", Seller shall return the Deposit to Mal -Mart and this Agreemrnt shall terminate and neither party shall have any further obligations under the terms thereof. G. Sales Taz Rebate. Seller agrees to assist Mal-eart in attempting to negotiate and obtain a specific agreasrnt between Mal -Mart and the City of Lake NSeincre for aoonceic assistance to seal -Mart in the tors Of a sales tax rebate in the amount of Seven Hundred Thousand and no /100 Dollars ($700,000.00) plus Mal- Mart's proportionate share of (i) the developMent 6 P( i PAGE O� -_--�" impact teas paid with respect to the development of the shopping canter within which the Property is located and (ii) the off -sits improvement Coate wath respect to the development of the shopping center within which the Property :s located. The @also tax rebate shall be payable on such terms and conditions as may be mutually acceptable to Mal -Mart and the City of Lake Zlsinore. :f Mal -Mart does not finalize the Sale tax rebate described in this Paragraph 14C by March 21, 1997, Mal- Mart's option, either (a) this Agreement shall cor.<:nue in full force and affect until the SAMS has occurred, or (b) this Agreement shall be of no further force and affect, and Seller @hall return to Mal -Mart the Deposit. M. Negotiation of Develoovent Aar t. This Agreement and wal- Mart's obligation to Close escrow hereunder to expressly conditioned upon the negotiation by Seller and Mal -Mart prior to Closing of a development agreement acceptable to Seller and Mal -Mart pertaining to the Property and Seller's Tract as shown on Exhibit A which shall provide that Mal - Mart's proportionate share of on -site work for the Property based on net usable land area shall not exceed Pour and no /100 Dollars ($4.00) par square foot of net usable land area of the Property; and which shall provide that Mal- Mart's share of off -site work be proportionate based upon not usable land eras of the Property. 15. Notice@. All notice@ and other communications required- or permitted to Do given hereunder shall be In writing and shall be called by certified or registered mail, postage prepaid, addressee an follows: If to Seller; If to Purchaser Oak Orcva equities Mal -Mart Stores, Inc. 250 Railroad Canyon load, Suits B 702 S. W. 8th Street Lake •;sines, California 92522 Bentonville, AR 72716 Attn: Craig S. SchlauaLgor Attn; President 16. Closing. The Closing shall take place at a place ant t:ma mutually agreed upon by the parties, within ten (10) days following the data upon which all conditions and Contingencies sea forth in Sections 4, 5, 11, 14A, 148, 14C, 14D, 161 and 14P contained herein are satisfied. 17. Closing Costs. Notwithstanding anything to the contrary contained herein, or in the escrow instructions, the Closing costs shall be paid as follows: EEEELM Si!'Tjl (a) Cost of ALTA boundary survey; (b) Title insurance examination and premium fur a CLTA policy; (C) expenses of plocing title In proper condition; (d) rreparation and Recording of great Deed, (e) All documentary, stamp and transfer taxes, (f) One -half (1/2) the as:row fee, if aryl and (0) Brokerage fee a our11 - -• 'w Paragraph 12 nerain. By Mal -Mart; h hAI`01%bO47 (a) Title insurance premium for difference in CLTA policy and ALTA policy; (b) Preparation of Mortgage, Deed of Trust or other applicable financing instruments, (C) Recording face for financing instrurnta; (d) One -half (1/2) the escrow tee, if any; and (a) One -half (1/2) of the coat of the ALTA boundary survey. 9 c-. F." f: 16. Time of ruence: Acceptance. Time is expressly declared to be of the orient• of this Agreement. Seller shall have seven (7) buainue day f_ -cm the date of receipt of this Agreement to accept and agree to the terma and conditions herein. 19. Entire Agreement. This Agreement along with a Development Agreement and Declaration of Covenants, Conditions, Restrictions and Reciprocal Easements similar to those attached hereto as Exhibit E and Exhibit f; respectively contain the entire agreement between Seller and seal -Mart, and there are no other terms, conditions, proosises, undertakings, statements or reprssestat ions, express or implied, concerning the sale contemplated by th a Agreement. 20. Headings. The heading* to the Sections hereof have been inserted for convenience of referents only and shall in no way modify or restrict any provisions hereof or be used to construe any such provisions. 21. Modifications. The term* of this Agrseownt esy not be amended, waived or terslnated orally, but only by an instrument in writing signed by both Seller and Mal -Mart . 22. Successors. This Agreeeent shall inure to the benefit of and bind the parties hereto and their respective Successors and assigns. 11. tlen- Persian Affidavit. feller agrees to ea*cute, at the Closing, the Transferor Tom attached hereto as Exhibit D and Yd* a part hereof, in campllancs with Section 144S of the Internal Revenue Code. It 1* understood that if there are wltiple Sellers, each Seller Shall execute a Transferor Pots at the Closing. 24. Rffeetive Date. The Sff*etiv* Date of this Agreement and the -Opening of S*crov- *hall be the last date on which all parties hereto have executed this Agresesnt. 2S. Recereina of Mseerandum. The parties agree to execute, acknowledge and record a eerorandus of this Agreesent, which Mal -Mart covenants to release of record if It tersinates this Agreement. 26. Additional Warranties by Seller. (A) Seller hereby represents and warrants to Mal -Mart that the Property is not contaainated with, nor threatened with contaiination frm outside sources by, any chanical, seterial or substance to which exposure is prohibited, United or regulated by any federal, state, county, local or regional authority or which i• known to pass a hazard to health and safety and that the Property has never been used for t landfill, dump sits, or storage of hazardous substances. Seller also agrees (a) to provide Mal -Mart with copies (r*teiv*d or obtalued by Seller) of any cosmvnications between Seller, or its tenant*, or th.ir agent* or predecessor. s..w -:,y third parties, including but not limited to, governmental authorities relative to any Hazardous Material (as defined below) on, under, in, about, near or affecting the Property, and (b) that non - disclosure of any such co_unicatien prior to the closing of locrw, shall be deemed an afflreative representation that no such communication has been received by Or is known to Seiler, its officers, employses or agents and (c) that Mal -Mart is hereby granted the right (but not the obligation) to participate in any proceeding with any governmental agency or court relative to any Hazardous Materials on, in, under, about, near or IwvbA#C,1e0447 10 c • _._ :i.aL,c�iJii iTGI',: i�: PAC-r_LJL Division 20, Chapter 6.95 as presently existing or hereinafter amended, ttn. 'Hazardous Materials Release Response Plane and Inventory'), (d) defined As a 'Hazardous Substances under the California Health and Safety Cod., Division 20, Chapter 6.7 as presently existing or hereinafter amanded (the 'Underground Storage of Hazardous Substances Act-), (e) petroleum, (f) Palychloranatad biphenyl• ('PCs'), (g) Asbestos, (h) listed under Article 9 or defined as 'hazardous' or 'extremely hazardous' pursuant to Article 11 of title 22 of t" California Administrative Code, Division 4, Chapter 20, and now existing or hereinafter amended, (i) designated as a 'hazardous substance' pursuant to Section 107 of the Federal Mater Pollution Control Act (33 V.S.C. j 1317), as presently existing or hereinafter amended, (J) designated as a 'hazardous Substance' pursuant to Section 111 of the Clean Water Act, 33 V.S.C. j 1251 at seq. (33 U.S.C. j 13211, (k) defined as a 'hazardous waste' pursuant to Section 1004 of the rderal Resource Conservation and Recovery Act, 42 O.S.C. #6901 or Sag. (42 V.S.C. #6903), as presently existing or hereinafter Amended or (1) defined as a 'hazardous substance' pursuant to section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 V.S.C. # 9601 st seq. (42 V.S.C. # 9601). as presently existing or hereinafter amended. (C) Seller &ISO represents that the Property is not a 'hazardous waste property' or within a 'border zone' as defined in California Health and Safety Code, nor is the Property Subject to the requirements for notice to the California Department of Health services, as Such notice requirement is defined in California Health and Safety Cods as presently existing. (0) This Paragraph 26 .hall Survive the Closing. 27. Survival. All warrantless representations and covenants herein Shall survive the Closing. IH WIENNE$ wxmmr, the parties have executed this Agrsement in quadruplicate as of the day and year first above written. ORE GROgE EQUITIES, a California limited part • p WITI3ESS: sys Dates Date) / i /ij),�g•� WAL -MARS STORES, INC. ATTEST: Assistant Secretary sy7 Itu (SEAL) Oates Pumaa4 W 190-0 7 12 'Mal -Mart affecting the Property. This representation and warranty shall survive the C 1 a ing. In the event that wal -Mart notifies Seller that the representation set forth in Paragraph 26 is untrue and ouch notice is accompanied by a report from an engineering company with experience in evaluating such matters, then one of the following alternatives shall control. (1) if the cost of performing such acts as may be necessary to cause the Property to be in compliance with all federal, state and local environmental laws, rules and regulations is equal to or lees than one -half (1/2) of the Purchase Price of the Property, then Seller agrees, at its sole cost and expense, to Perform such acts ae may be necessary to cause the Property to be in compliance .itn all federal, state and local environmental lave. In the event that Selzer tails so to perform such acts prior to the Closing, then wal -Mart may postpone the Closing for such period of time as may be necessary for Seller to do so, or, postpone the Closing and undertake such actions an may be necessary to fulfill Seller-9 obligations hereunder and receive a credit against the Purchase Price for the expanses incurred by Mal -Mart in so fulfilling Seller's duties hereunder. (2) If the cost of bringing the Property into compliance with the above- described lave, rules, and regulations exceeds one -half (1/2) of the Purchase Price of the Property, then Mal -Mast, at its election, may either (a) rescind this Agreement and receive a full refund from Seller of all Retreat money previously deposited with Seller, or (b) proceed with purchasing the Property, and receive a credit against the Purchase Price of the Property in an amount equal to one -halt (3/2) of the Purchase Price. If the Closing has occurred and the costs Of performing any acts as may be necessary to cause the Property to be in compliance with all tederal, state, and local environmental laws, rules and regulations is equal to or leas than one -half (1/2) of the Purchase Price of the Property, than Seller agrees to refund to Mal -Mart the cost of such arts. It the Closing has occurred and the cost of bringing the Property into compliance with the above- described lave, rules and regulations exteeds one -half (1/2) of the Purchase Price of the Property, then Mal -Marc, at it■ option may either (a) rescind and reverse the Cloainq and receive a full refund of the Purchase Price and costa incurred as a part of the Closing or (b) retain ownership of the Property and receive from Seller an amount equal to one -half (1/2) of the Purchase Pricw paid at the Closing. (S) As used in this Agreement, the term 'Marardous Materials' Brans any hazardous, toxic, Infectious or 3xplosiv4 substance, material, gas or waste which is or becomes requ!ated by any governmental authority, or the united States Government, or any of their Agerciss, or which has been identified es a toxic, cancer causing or ot4wrvi2e hazardous substance. The torn 'Hazardous Materials' includes, without •imitation, any material or substance which is (a) defined as a -hazardous waste-, - extremely hazardous waste' or -restricted hazardous waste' under the California Health and Safety Code, Division 20, Chapter 6.6, as it may fro time to time be amended (the 'Hazardoue Waste Control Law'), (b) defined es e 'hezardous substance' under the California Health and Safety Code, Division 20, Chapter 6.9 as now existing or hereinafter amended (the - Carpenter Presley- Tanner Hazardous Substance Account Ace'), (c) defined as a - hazardous material', hazardous substance', or ' hazardous waste' under the California Health and Safety Code, 11 AGu.'ZA s T cN :( 9 PA Cx 4..L ^vF 2 s 5� z 7 u! 6 . -CLjW AO):ririoliM 4NI: �I -r .r Feiwn- 3 —r- m J!ULLl: 1110 .;1- H H,IH 1rdlli!H!HIiIJ61!IIHO Yf!III!IH�ItIIIIIIIIliO � � � , ��IIIIH:aILilll'llllll!I!� �_ � j Oii'I!I!IIIIIIIIII Wili!III] �ftllli!14H!HfH!Ili;l9}10 -�( � '� �I 6 , lnr , ., smn I i 11!i11!: _ I _I 91111 !�!I!4iIHiI'Hi�IHI`lilo 3 �'I OH '!HH411iIiIIIIiIIIH�;I!H!N4;♦1 � r nl' IIHIIIIIIIIIII'�li�il I� �. ° � I . 11111111.1 CHIII 'I!IHi�:BHiI!1A —� I `.. 1; HIN,liit!II �IINIII!IN+ 11Uillllc •• \ � ',a!'}ritl' 0 6IiIHIiMiI�'4HII iHH 2 �; � j \ � C �fHlfillli'il'ill;ll!!tilll� `'- }I; HVIIII1 HIT I'IIIIIIIIQ ExHtBir A II. 8..5- p1"C,U �1- NkL -w1MT STOOLS, IRC. 1NATAUCTION6 TO SIINV9TOA5 ro" PPOPSeTT AND W OGPAPNT SUOV6y INSTNUcrION3 A ^vegietered, prefou.er.al lino au rveyor ", qualified to operate at the protect �h al IOU, shall be contacted I'd regtasted to perform the follor.:.q 4""".48 wh Len lncl,.de prow Ld Lng W1 -Nart with ceepleted drawing, for their use. 'rho SUK�tr a TOPO Ona41110 MCI' I- ICLCOC TH9 tOLLC:aT9r. ITEMS: 1. Provide one eucvey map or. 24 "X76" or 10 "X421 reproducible traclnq m.ater.al and four Paper cop tee a drawn to goals of 1'•701, 1 "•40'. ^01 '•SO'. Any other draw Lnq •Lie, or tole .ill nor be axeepubt• to seal -wart. In* draw:r7 ,mail include a Dated title oiuck indieatLng the eurveyar'• name, cadre es and telephone nunuar. 1. Provide on the eurvey map A written Leval deacriptlon of the Pco Vct let or property survey based on the existing "Deed of Aecovd ", .hirh shall mad eloekw Lee and agree with the measUioments and bearing• Indicated on the survey map. The legal descriptidr. shall LndIc&te a definite Po Lrt of beginning, properly referenced and dL"MOLOnsd from permacent •rd well - defined reference points. Ttw drawing shall Include a clearly desccLbed ,berch -mark• with the elevation to 1 /100 of a foot accuracy =red based on USC a GS datum. 0. Provide a 3• Iran pipe, set at least 1' In the ground and tilled with concrete. at seen corner of the lot or Property survey. The Survey Map shall Include a statemant xdicAt&nq the date that the markers have teen installed as described. 1 ' 4. The survey map Snell certify that the minimum latitude and departure Clowre error of i in 5.000 fnr rural areas Cr 1 in 10,000 too mull town areas, or 1 In $0,000 tog cities and bubinau areas nu Wen compiled with, except where I.oeal code requires greater accuracy and the total acreage shall be indicated on the draw096 Computed to three deeisal place. S. Provide a topography drawing. drawn to scale w1.tn north point and scat* Shown including ILL beer ;nqs, dimensions. Cur's data, present and future I.l9hw4y right- bf -wq' Lima. Wildirq setback lines and all euamsnts of record whiull affect the property wtth a vicinity map clearly Indicating the site loeatloe and a d;eens Len to the nearest road.ay intersection. 6. TW topography drawing shall include names of all adjoining roads. atrs4ts. •tW highways with tP.6 type, width and COAditien of the driving surface, ehouldora, curbs and sidewalks clearly IMlcatod. Including all exist Lng and proposed ardisn openings. 7. :he topography drawing shall Indicate all structures and lmpro.enents On the property and .&thin 100' beyond the prpperty line, with s4act measutsments and descriptions at all property line onccoach ent6 Including all Tents, hedges and other improvements that Could be claimed by any OUe to be infringement or encroachment. S. The topography drawing shall indicate the general type of tot Cain and "a of any drainage area that drains onto the property,ineipding the 107 year flaod elevation baud on USC 6 OS oat Uln, 9. The topography drawing stall show spot elevations, Weed on USC and G! datum, at SO' intervals or the centerline, gutterlins /top of curb, edge o: - aving, edge of moulder and flow,Lne of d•^ ^ ^ d&tchas along both dicov of all ad70inlng roads, streets and highways which ago existing and 4100 any available 44ra of ror.t"VIgted or proposed Changes. LXNISit •s" Page 1 at 7 LAXCtLS.PA /OOCLIMTNT.M.76, r' PAGE_ OF 10. The topography lray.nq anal: •1•.cv extstv,q ground cant^.at Urea@, to god on USC A Da datum, at use -toot Intervals Ard ind.CAtdd by daated ::nee over the •stirs property, inclvdi,q an area At least 100 east bsyord the property :r all Jii setLone. 11. Tle topography dray.nq shall indicate existing storm sewn* and drainage ettuctires whit], have any affect an the duinags contra: of the prape:ty inebudinq structure types and pipe situ with flawlina gcales a,.d Slevat. one. Also, indLcate on the draw.nq if any flooding ar arod.zn proolems are being uyst.enced dawhatream from the surveyed property. 17. Th* topography dra +lnq sha.t ir-li sled eriatiog sanitary aswers en or near the prupwrty. Including manholes, type of V•pd and site of p1PO .ah grades and fL.:wline elevations. It Sanitary Sswwr If not readily available, ens location of manholes, type and style of pipe and flowllns elevatiors of the neatest aewdr shall > lnnlcated, 17. The topography drawinq ahall ladlcate erlsttnq water lines on or ,Isar the property including tLta hydrants, type and Sits of p•pe, depth of rover, and Lncluding the svallab:e static and residual pressure and flow volume. if .star service is not readily available, the IWAtlon of the nearest water line with the above- described data Shall be Indicated. 14. Tree topography drawing •hall indicate esistlnq Surface and lindergrNnd trenemission time or utillties ouch go natural vat, telephone, cslegraph, TV cable, and electrical pa'nr, includinq pipeline types and situ with all Utility POLO loratione with overhead wires indicated and the nearest available serviNs'clnarly shown and dimensioned. 1S. Tile topography draw :nq Shall include noes*, addressie and piwrs, nnmoerl of the ofticiall with a1L utility rnmponles, local governing agencies and the h,gl,.ay department. 16. The surveyor $nail proved* on the dcawidg end atfia his goal and signature to the folluwtnq certification, 1, , a regteseced and Surveyor do hereby certify that thU is s tree, ccmplate ant eoccwt survey of the described real property situated in (city at countyl (state) LAA9ILfi.fA /D0C'IN9NT.N:9 /iNINIT wa' Palo q at 7 a INITIAL AGENDA ITEM NO. PAGE Neal property Tax guidelines (or Nal -Mart Built Store' The foabwing item' are to be completed by the Closing agent - Se Ller anort :y after the -losing date for the property located at: (7,ddress ) 1. file the dead with the County Clerk and the Tax aeeeesor. std fete 2. NOCOY the tax assessor Of the Change of ownership Of the property a plat, if the Jurisdiction requ Brae, or file a Cgrtlfied aur,'ey •• -th t "e assessor that outline• and describe, Nal- Mart's Parcel. The Neal Estate manager will Provide you with a Plat if the jurisdiction requires a plat for taxing purposes' additionally, indicate the tax identification rumoer, tf available, for Nal-Mart's parcel' If the tax identification number is not ava Llsble at this time, than specify a future date when It will „b• available. Tax 1.0.1, Future date) 2. Notify the to asseoscc that the tax atatO"nts are to be sent to, Nil -Mart Stores, Inc. Property Tax Department 702 aY ath Street - (Stare f) sentonvllle, as 72716-80LS Note, make sure that Our dead reflects this same address and accounting format. 1. It this property located within the City limits? Yes, _f No: If no, will this property be annexed into the city limits prior to the opening for business of the building to be Constructed on the Properly? Yes, _I No, �• 6. Obtain details of any special as n% start that say encumber the property sar :y record below Including asesesment start and esesesment end tlacea, y l a ec assessments assessments, and-total sp ancs dos. . _ . 6. plea no the following informat LOn on the taxing tiss wn.oh ray AGENDA ITEPA Nc.). PAGE —l- 0^ NOTE EXHIBIT 111)" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT PAOE Ll q OF: .L-V- $2,200,000 NOTE RECITALS Lake Elsinore, California , 1993 A. On 199 ' the Lake Elsinore Redevelopment Agency (the "Agency ") and Wal- art toresTc., a T)elaware corporation (the "Redeveloper"), entered into a Redevelopment Disposition and Development Agreement (the "Agreement"), relating to the redevelopment of certain real property located in the City of Lake Elsinore. A true and correct copy of the Agreement is on file in the Office of the City Clerk of the City of Lake Elsinore (the "City") located at 130 South Main Street, Lake Elsinore, California 92530. B. The Agency and the Redeveloper have executed and delivered this Note pursuant to the Agreement. Tetras not defined herein shall have the meaning ascribed in the Agreement. C. It is the intent of the parties to establish Sales Tax Revenue (as defined below) as a measuring device to determine the amounts of payments due hereunder, but to allow the Agency the flexibility to make the payments due hereunder from any and all sources of revenue available to the Agency, provided that the Agency shall pledge annual Site generated Sales Tax Revenue as security for the Note should other sources of revenue not be available to the Agency for the payment thereon. NOW, THEREFORE, the Agency and the Redeveloper agree as follows: OPERATIVE PROVISIONS 1. Amount. For value received, the Agency promises to pay to the order of the Redeveloper, at 702 Southwest Eighth Street, Bentonville, Arkansas 72716, Attn: President and Property Manager, or at such other address as the Redeveloper may from time to time designate, the principal sum of $2,200,000 in accordance with the following: 2. Interest Rate. Interest on the unpaid principal balance owed hereunder shall accrue at the rate of 7% simple interest per annum, commencing on the date the Store opens for business to the public, and continuing thereafter until the principal and interest are paid in full or the Agency's obligation is forgiven and discharged as set forth in paragraph 4. below. 3. Installment Payment. The Agency shall make installment payments of principal and interest to the Redeveloper at the times and subject to the other terms and conditions herein set forth. 3.1 Installment payments of principal and interest shall be payable annually during the term of this Note, in arrears and without offset or demand: (i) commencing after the January 30th following the last day of the first calendar year ( "Year ") in which the Store opens for business (the "First Payment Date') and (ii) continuing on the January 30th next following the last day of each subsequent Year, through and including the 19th Year after the First Payment Date (individually, a "Payment Date" and collectively, the "Payment Dates "). EXHIBIT "D" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT AGENDA ITEM NO. 4r PACE 49 l CF_ Q 4,_, 3.2 On each Payment Date, the Agency shall pay to the Redeveloper a sum equal to the "Redeveloper's Share" (as hereinafter defined) of all sales and use tax revenue paid to or received by the City and /or the Agency ( "Sales Tax Revenue ") based on sales at or from the Site during the Year for which such installment payment is made. 3.3 As used herein, the tears "Redeveloper's Share" shall mean a sum to be determined as follows: For each calendar Year: (a) the City and /or the Agency shall be entitled to retain the first $200,000 of Sales Tax Revenue based on sales at or from the Shopping Center, whether at or from the Site or the Participant's Property; (b) The next $200,000 of Sales Tax Revenue has been paid to or received by the City and /or the Agency based on sales at or from the Shopping Center, whether at or from the Site or the Participant's Property, the Redeveloper shall receive a sum equal to 100% of the Sales Tax Revenue based on sales at or from the Site; (c) the Redeveloper shall receive a sum equal to 50% of all additional Sales Tax Revenue based on sales at or from the Site. The Agency and the Redeveloper agree that the Redeveloper's Share shall not include any portion of the first $200,000 of the Sales Tax Revenue based on sales at or from the Shopping Center (on an annual basis) and if with respect to any calendar Year, the Sales Tax Revenue based on sales at or from the Shopping Center is less than $200,000, then the Redeveloper's Share with respect to that Year shall be zero. 3.4 Notwithstanding any provision hereof to the contrary, the Agency shall have the right to make the payments required under this Note from any and all sources of revenue available to the Agency, including without limitation Sales Tax Revenue, ad valorem property tax revenue, and any franchise taxes, business license fees or similar taxes or fees paid to or received by the Agency. 3.5 As used in this Note, Sales Tax Revenue which is based on sales at or from the Site or the Shopping Center shall be deemed to include only sales which occur at the Site or the Shopping Center and sales which occur elsewhere, if they are initiated at the Site or the Shopping Center and if the situs of the sale is within the City's corporate limits. 3.6 If the Sales and Use Tax Law is repealed or modified after the date of this Note and if, as a result, the Agency's part of the Sales Tax Revenue which is based on sales at or from the Shopping Center is totally or partially replaced with another source of revenue, then the Agency's obligation to make installment payments shall continue to accrue and the limitations in this Note on the Agency's obligation to make installment payments shall be deemed modified and shall thereafter be based on any form of tax or revenue which the Agency receives with regard to the applicable Year, in total or partial replacement of the Sales Tax Revenue. In addition, in the event of any such change, the Agency and the Redeveloper shall fully cooperate with one another in amending the Agreement and this Note as is necessary or appropriate to facilitate the timely and full payment of principal and interest under the Agreement and this Note, so the intent of the Agreement and this Note can be attained. `A z F: 1. -E: is r.. V y 4- A:�Ety _ PAGE 5 OF J- J-- 3.7 All installment payments under this Note shall reduce accrued interest first and then the unpaid principal until the principal and interest due hereunder is paid in full, or the Agency's obligation is forgiven and discharged as set forth in Paragraph 4 below or is otherwise properly terminated. 4. Forgiveness and Discharee of Balance of Oblieation. In the event that the Redeveloper's Share of the Sales Tax Revenue is insufficient to enable the Agency to fully satisfy and discharge the amount of principal and interest on this Note on or before the 20th Payment Date, any and all principal and interest on this Note remaining unpaid shall be forgiven and discharged, and no liability of the Agency for the nonpayment of such principal or interest shall result in any manner whatsoever. 5. Prepayment. The Agency shall have the right at any time to prepay all or any portion of the unpaid principal balance owing under this Note. 6. Pledge or Encumbrance. Prior to the time that this Note, including accrued interest, is fully paid or any unpaid balance is forgiven and discharged as provided herein, the Agency shall not pledge or encumber the Sales Tax Revenue based on sales at or from the Site in any manner whatsoever. 7. General Provisions. All sums payable hereunder shall be due and payable in lawful money of the United States of America. In the event any installment due hereunder is not paid by the Agency within 15 days after it is due, such installment shall bear interest from and after such date at the rate of 10% per annum or the maximum legal rate, whichever is less, until paid. If any action is instituted to enforce this Note, the losing party in any such action promises to pay reasonable attorneys' fees and costs and expenses. This Note has been executed in the State of California and shall be construed and interpreted according to the laws of the State of California. AGENCY Lake Elsinore Redevelopment Agency By: Its: WAL -MART Wal -Mart Stores, Inc., a Delaware corporation By: Its: t i? P=te ��Ls c�=TT// GENERAL PROVISIONS EXHIBIT "E" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT A L NO. 4 SCHEDULE 'A' - GENE1 ROVISIONS 1. DEPOSIT OF FUNDS 6 DISBIRSE`lENTS You shall deposit all funds received In this escrow in any bank insured by an agency of the United States Government, including your affiliated bank. First Axnrican Trust Company, in one or more of your general escrow demand accounts. These funds may be transferred to any other general escrow demand account or accounts, in the above named bank or banks, including those maintained In your affiliated bank. Buyer and Seller acknowledge that escrow holder will be depositing all funds in escrow in a non - interest bearing fiduciary account at The Bank of California. All disbursements shall be made by your check. You are authorized not to close escrow or disburse until good funds have been confirmed in escrow. 2. PRORATION A-ND ADJUSTMENTS The expression 'close of Escrow' used in this escrow means the date of which instruments referred to herein are recorded and relates only to prorations and /or adjustments unless otherwise specified. All prorations and /or adjustments are to be made on the basis of a 30 -day month unless otherwise Instructed in writing. 3. RECORDATION OF INSTRUMENTS You are authorized to record any documents delivered through this escrow, the recording of which is necessary or proper in the issuance of the requested Policy of Title Insurance. 4. AUTHORIZATION TO EXECUTE ASSIGNMENT OF INSURANCE POLICIES You are authorized to execute on behalf of the parties hereto form assignments of interest in any insurance policies (other than title insurance) called for in this escrow; forward assignments and policies upon close of escrow to the agent with the request, first, that insurer consent to such transfer and /or attach a loss - payable clause and /or make such other additions or corrections as may have been specifically required herein, and second, that the agent thereafter forward such policies to the parties entitled to them. In all acts in this escrow relating to insurance, including adjustments, if an-v, you shall be fully protected in assuming that each policy is in force and that the necessary premium therefor has been paid. 5. AUTHORIZATION TO 11,RNISH COPIES You are to furnish a copy of these instructions, amendments thereto. closing statements and /or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and /or the attorney or attorneys involved in this transaction upon request of the lenders, brokers or attorneys. 6. PERSONAL PROPERTY TAXES No examination or insurance as to the amount or payment of personal property taxes is required unless specifically requested. 7. RIGHT OF CANCELLATION Any party instructing you to cancel this escrow shall file notice of cancellation in your office, in writing. You shall within a reasonable time thereafter mail, by certified mail, one copy of the notice to each of the other parties at the addresses stated in this escrow. Unless written objection to cancellation is filed in your office by a party within ten (10) days after dace of mailing, you are authorized at your option to comply with the notice and demand payment of your cancellation charges as provided in this agreement. If written objection is filed, you are authorized at your option to hold all money and instruments in this escrow and cake no further action until otherwise directed, either by the parties' mutual written instructions, or final order of a court of competent jurisdiction. S. ACTION IN INTERPLEADER The parties hereto expressly agree that you, as escrow holder, have the absolute right at your election to file an action in incerpleader requiring the parties to answer and litigate their several claims and rights among themselves and you are authorized to deposit with the clerk of the court all documents and funds held in this escrow. In the event such action is filed, the parties jointly and severally agree to pay your cancellation charges and costs, expenses and reasonable attorney's fees which you are required to expend or incur in the incerpleader action, the amount thereof to be fixed and judgment therefor to be rendered by the court. Upon the filing of the action, you shall thereupon be fully released and discharged from all obligations to further perfotm any duties or obligations otherwise imposed by the terms of this escrow. Page 1 of 3 kZE�r.:JA j T E.r:: N^). Ll PAGE_�.0 OF- l. -•V- 9. TERMINATION OF ACENCY OBLIGATIONS If there is no action taken on this escrow within six (6) months after the 'time limit date' as set forth in the escrow instructions or written extension thereof, your agency obligation shall terminate at your option and all documents, monies or other its" held by you shall be returned to the parties depositing same. In the event of cancellation of this escrow, whether it be at the request of any of the parties or otherwise, the fees and charges due First American Title Insurance Company, including expenditures incurred and /or authorized shall be borne equally by the parties hereto (unless otherwise agreed to specifically). 30. CONFLICTING INSTRUCTIONS Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties he or any money or property deposited herein or affected hereby, you shall have the right to discontinue any or all further acts on your part until the conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of the conflict as provided in Paragraph 7 and 8 of these General Provisions. 11. FONDS RETAINED IN ESCROW If for any reason funds are retained in escrow, you may deduct therefrom $15.00 as a monthly charge as custodian thereof. 12. USURY You are not to be concerned with any question of usury in any loan or encumbrances involved in the processing of this escrow and you are hereby released of any responsibility or liability therefor. 13. INDEMNIFY FOR ATTORNEYS FEES AND COSTS In the event suit is brought by any party to this escrow, including the title company or any other parry, as against each other, or others, including the title company, claiming any right they may have as against each other or against the title company, then in that *vent, the parties hereto agree to indemnify and hold harmless the title company against any attorney's fees and costs incurred by it. 14. AMENDMENTS TO ESCROW INSTRUCTIONS Any Amendments or Supplements to these escrow instructions must be in writing. These escrow instructions constitute the entire escrow between the escrow holder and the parties hereto. 15. SUPPLEMENTAL TAXES Seller and Buyer acknowledge that the subject property may be subject to supplemental taxes due as a result of change of ownership taking place through this escrow. Any necessary adjusment due either parry on receipt of a supplemental tax bill will be made by the parties outside of this escrow and escrow holder is released of any liability in connection with same. 16. PRELIMINARY CHANCE OF OWNERSHIP FORM Prior to close of escrow Buyer will be sent • Preliminary Change of Ownership Report, which is required by the County Recorder's office to accompany documents called for herein at the time of recording, in accordance with Section 480.3 of the Revenue and Taxation Code. Buyer is aware he must return the form completed and signed prior to close of escrow. If Escrow Holder does not receive this report prior to close of escrow, Buyer authorizes Escrow Holder to charge his account with $20.00 which is the fee the County Reco.der charges for recording the deed without the completed fom. Buyer is hereby put on notice that the Assessor is required to sail out the form for completion later on if it has not been filed at close of escrow. Page 2 of 3 -s f. t, 17. COOD F:SDS LAW The parties understand that +11 funds to close escrow must be depea:ted a sufficient rn_nber of days prior to the close of escrow in order to comply with Section l2 »13.1 of the California Insurance Code. Generally speaking, wire transferred furds may be deposited Into our escrow account anytime prior to the close of escrow. Cashier's checks and certified checks (drawn on a local back) must be deposited into our escrow account no later than 12:00 noon the business day before the close of escrow. For Information concerning holds on other types of checks, please contact your escrow officer. 18. REPORTING TO THE INTERNAL REVENUE SERVICE The Tax Reform Act of 1986 provides that First American Title Insurance Company must report to the Internal Revenue Service certain information regarding all real estate transactions. This information includes among other things, the seller's social security number and /or tax identification number and forwarding address and the gross sales price of the transaction. This is not a requirement generated by First American Title Insurance Company, but rather a means of complying with the new tax law. This information must be provided to First American Title Insurance Company upon the opening of Escrow, and escrow cannot close, nor can the deed nor other documents be recorded until the information is provided and the seller certifies the accuracy of the informatior• in writing. By execution of these escrow instructions, the parties acknowledge receipt of this notice. 19. TAX REPORTING AND WITHHOLDING OBLIGATIONS OF THE PARTIES STATE LAW California Revenue and Taxation Code Sections 18805, 18815 and 26131 place special requirements for tax reporting and withholding on buyers when ( I) the selling price is greater than $100,000 (one hundred thousand dollars), and (11) the seller has not received a California Homeowners Property Tax Exemption during the year of the sale. and (111) the funds to the transaction are to be disbursed to either (a) a seller with a last known address outside of California, or (b) a financial intermediary of the seller. The withholding rate is three and one -third percent of the selling price as defined in the statute. The seller may request a waiver by contacting: Franchise Tax Board Withhold at Source Unit P. 0. box 651 Sacramento, CA 95812.0651 (916) 369 -4900 FEDERAL LAW Internal Revenue Code Section 1445 places special requirements for tax reporting and withholding on the parties to a real estate transaction where the seller is a non - resident alien, a non - domestic corporation or partnership, a domestic corporation or partnership controlled by non - residents or non - resident corporations or partnerships. With respect to both the State Lav and Federal Law referred to above. the parties to this transaction are seeking an attorney's, accountant's or ocher tax specialist's opinion concerning the effect of these laws on this transaction or are relying on their own knowledge of these laws. The parties to this transaction are NOT acting on or relying on any statements made or omitted by the escrow officer, title officer, or other closing officer with respect to tax reporting or withholding requirements. SELLER'S INITIALS BUYER'S INITIALS Page 3 of 3 r AO -=' 55 F' OF- D y GRANT DEED EXHIBIT "F" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT Ti RECORDING REOUESTED BY AND WREN RECORDED MAIL TO: Mark A. Ostoich, Esq. GRESHAM, VARNER, SAVAGE, NOLAN & TILDEN 600 N. Arrowhead Avenue Suite 300 San Bernardino, California 92401 MAIL TAX STATEMENTS TO: Wal -Mart Stores, Inc. 702 S.W. 8th Street Bentonville, Arkansas 72716 GRANT DEED For valuable consideration, receipt of which is hereby acknowledged, Lake Elsinore Redevelopment Agency, a public body corporate and politic of the State of California, herein called "Grantor," acting to carry out the Redevelopment Plan for the Area 2 Redevelopment Project Area (which plan is hereinafter referred to as the "Redevelopment Plan ") under the Community Redevelopment Law of California, hereby grants to Wal -Mart Stores, Inc., a Delaware corporation, as "Grantee," the real property (hereinafter referred to as the "Property"), described on Exhibit "1" attached hereto. 1. The Property is conveyed subject to the Redevelopment Plan and pursuant to a Disposition and Development Agreement entered into by and between Grantor and Grantee, dated as of , 1993 (herein called the "Agreement "). The Property is conveyed further srub) to all easements, rights -of -way, covenants, conditions, restrictions, reservations and all other matters of record. The Agreement is a public record available for inspection and copying at the offices of the City Clerk of the City of Lake Elsinore, 130 South Main Street, Lake Elsinore, California 92530. 2. The Grantee covenants 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, national origin, or ancestry, in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property or any part thereof. The foregoing covenants shall run with the land. All deeds, leases, or contracts made relative to the Property, improvements thereon, or any part thereof, shall contain or be subject to substantially the following nondiscrimination clauses: (a) In deeds: "The grantee herein covenants by and for himself, his heirs, executors, administrators, and assigns, and all persons claiming under or through them, 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, national origin or ancestry, in the EXHIBIT "F" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT Y L AGENDA ITEM CN'O. FACE 1 OF a sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee himself or any person claiming under or 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 tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) In leases: "The lessee herein covenants by and for himself, his heirs, executors, administrators and assigns, and all persons claiming under or through him, and this lease is made and accepted on the subject to the following conditions: 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, national origin or ancestry, in the leasing, subleasing, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall the lessee himself, or any person claiming under or 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 tenants, lessees, subtenants, sublessees or vendees of the land herein leased." (c) In contracts: "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, national origin, or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee himself or any person claiming under or 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 tenants, lessees, subtenants, sublessees or vendees of the land." 3. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Grant Deed shall defeat or render invalid or in any way impair the lien or charge of any mortgage, deed of trust or other financing or security instrument; provided, however, that any successor of Grantee to the Property or parcels thereof shall be bound by such remaining covenants, conditions, restrictions, limitations and provisions, whether such successor's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 4. All covenants contained in this Grant Deed shall run with the land and shall be binding for the benefit of the Grantor and its successors and assigns and such covenants shall run in favor of the Grantor and for the entire period during which such covenants shall be in force and effect, without regard to whether the Grantor is or remains an owner of any land or interest therein to which such covenants relate. The Grantor, in the event of any breach of any such covenants, shall have the right to exercise all of the rights and remedies provided herein or otherwise available, and to maintain any actions at law or suits in equity or other proper proceedings to enforce the curing of such breach. The covenants contained in this Grant Deed shall be for the benefit of and shall be enforceable only by the Grantor and its successors and assigns. Notwithstanding the foregoing, after any conveyance of the Property or any legally subdivided parcel thereof by the Grantee, the Grantee shall no longer be liable for the performance of the foregoing covenants. 5. The covenants contained in Paragraph 2 of this Grant Deed shall remain in effect in perpetuity. 6. The covenants contained in this Grant Deed, without regard to technical classification or designation, shall not benefit or be enforceable by any person, firm or .f� t'. IT. 4 or.e_1- corporation, public or private, except Grantor and the City of Lake Elsinore and their successors and assigns. Any amendments to the Redevelopment Plan which change the uses or development then permitted on the Property, or otherwise change any of the restrictions or controls that then apply to the Property, shall require the written consent of Grantee yr the successors and assigns of Grantee in and to all or any part of the fee title to the Property; but any such amendment shall not require the consent of any tenant, lessee, easement holder, licensee, mortgagee, trustee, beneficiary under a deed of trust or any holder, person or entity having any interest less than a fee in the Property. 7. In the event of any express conflict between this Grant Deed and the Agreement, the provisions of this Grant Deed shall control. IN WITNESS WHEREOF, the Grantor and Grantee have caused this instrument to be executed this _ day of 1993. AGENCY THE LAKE ELSINORE REDEVELOPMENT AGENCY Dated: B Its: Executive Director Dated: By: Its: Secretary The provisions of this Grant Deed are hereby approved and accepted. REDEVELOPER WAL -MART STORES, INC., a Delaware corporation Dated: By Its: -z: STATE OF CALIFORNIA ) COUNTY OF ) SS. ) On , 1993 before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity(ies), and that by his signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public STATE OF CALIFORNIA ) COUNTY OF SS. On 1993 before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity(ies), and that by his signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public STATE OF ARKANSAS ) ) SS. COUNTY OF ) On , 1993 before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity(ies), and that by his signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public AGEINOA ITEM, N0._�_!_.vm E.b 6 CERTIFICATE OF COMPLETION EXHIBIT "G" REDEVELOPMEN"P DISPOSITION AND DEVELOPMENT AGREEMENT AGENDA ITEM NO. a_ L.- PAGEIL OF ,,.- _ RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Mark A. Ostoich, Esq. GRESHAM, VARNER, SAVAGE, NOLAN & TILDEN 600 N. Arrowhead Avenue Suite 300 San Bernardino, CA 92401 CERTIFICATE OF COMPLETION Whereas, by a Disposition and Development Agreement dated , 1993 (the Agreement ") by and between the Lake Elsinore Redevelopment Agency (the 'Agency ") and Wal -Mart Stores, Inc., a Delaware corporation ( "Wal- Mart"), Wal -Mart has satisfactorily completed the construction required to be completed by Wal -Mart on the Site legally described on Exhibit "A" attached hereto; Whereas, pursuant to Section 4.7 of the Agreement, promptly after completion of such construction work by Wal -Mart, the Agency has agreed to furnish Wal -Mart with a Certificate of Completion on written request therefor by Wal -Mart. Whereas, the issuance by the Agency of said Certificate of Completion is conclusive evidence that Wal -Mart has complied with the terms of the Agreement pertaining to the commencement and completion of the construction covered by said Certificate of Completion; and Whereas, the Agency has conclusively determined that the construction covered by said Certificate of Completion has been satisfactorily commenced and completed as required by the Agreement. Now, therefore: I. As provided in the Agreement, the Agency does hereby certify that development of the Site or portion thereof legally described in Exhibit "A" attached hereto, has been fully and satisfactorily commenced and completed and performed, and that such development is in full compliance with the Agreement. 2. Effective on the recordation of this Certificate of Completion, all of the covenants, conditions and restrictions contained in the Agreement, except for the use and maintenance covenants in Section 5.1 and Section 5.2 of the Agreement and the covenants against discrimination in Section 5.3 and Section 5.4 of the Agreement, shall terminate and become null and void as to the Property. The use and maintenance covenants in Section 5.1 and Section 5.2 of the Agreement shall remain until the expiration date of the Redevelopment Plan or any extension thereof. The covenants against discrimination set forth in Section 5.3 and section 5.4 of the Agreement shall remain in perpetuity. In Witness Whereof, the Agency has executed this Certificate of Completion as of this day of 19_ SIGNATURES FOLLOW EXHIBIT "G" REDEVELOPMENT DISPOSITION AND DEVELOPMENT AGREEMENT Lake Elsinore Redevelopment Agency By:_ Its: Attest: By. Agency Secretary STATE OF CALIFORNIA )SS. COUNTY OF ' On 19 before me, the undersigned, a Notary Public in and tof or s(or County and State, personally appeared proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his upon behalf o awiitch the person(s) actedsexte utedsthen the instrument e the personas), or entity WITNESS my hand and official seal. Notary Public LAKE ELSINORE REDEVELOPMENT PROJECT WAL -MART SHOPPING CENTER OWNER PARTICIPATION AGREEMENT By and Between LAKE ELSINORE REDEVELOPMENT AGENCY Agency, and OAK GROVE EQUITIES Participant Date: , 1993 A0ENDA ITVil CNO 4 . PAGE1Z1OF_S 9 OWNER PARTICIPATION AGREEMENT (Wal -Mart Project) This Owner Participation Agreement is entered into this _ day of 1993, by and between the Lake Elsinore Redevelopment Agency (the "Agency Agency ad ak Grove Equities, a California limited partnership (the "Participant "). Participant agree as follows: 1. Purpose of the Agreement. The purpose of this Agreement is to effectuate the Redevelopment Plan (the "Redevelopment Plan") for the Rancho Laguna Redevelopment Project No. the Project roj ea Area') by providing for the development and use of certain real property more particularly shown and described in Attachments 1 and 2 incorporated herein by this reference and made a part hereof (the "Site "), as a shopping center development (the "Development "). This Agreement is entered into for the purpose of development and not for speculation in land holding. The development of the Site pursuant to this Agreement, and the fulfillment generally of the Agreement, are in the vital and best interests of the City of Lake Elsinore (the "City ") and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of the applicable federal, state and local laws and requirements under which the Development is to be undertaken and is being assisted. The Site and the various portions and phases of the Development are integrated, and the accomplishment and the performance by the Agency and the Participant of the provisions of this Agreement are substantial, significant factors in the successful accomplishment of the Development, without which the Agency and the Participant would not have entered into this Agreement. The Agency and the Participant agree that the Development will result in the elimination of blight, and the generation of revenue, benefits and an enhancement of the quality of the life of the present and future residents of the City which otherwise might not occur to the same degree or which might not occur at all, or which might occur only at a substantially later date in the absence of the implementation of the Redevelopment Plan by the Agency. Hence the provisions hereof are acknowledged to be to the mutual benefit of both the Participant and the Agency. 2. The Redevelopment Plan. This Agreement is subject to the provisions of the Redevelopment Plan for the Rancho Laguna Redevelopment Project No. II, which was approved and adopted in April, 1983 by the City Council of the City of Lake Elsinore. The Redevelopment Plan is incorporated herein by reference and made a part hereof. Any amendment to the Redevelopment Plan which changes the uses or development permitted on the Site or otherwise changes the restrictions or controls that apply to the Site or otherwise adversely affects the Participant's obligations or rights under this Agreement shall require the consent of the Participant. No other amendment to the Redevelopment Plan shall require the consent of the Participant, but a copy of such amendment shall be provided to the Participant within 10 days following its effectiveness. Lo: 0PA\2.16 \G190\048 PAC_ -U _ (4 The Proiect Area. Plan. The Project Area is located in the City and is described in the Redevelopment 4. The Site. The Site is that portion of the Project Area shown on Attachment No. "1 ", and which is legally described in Attachment No. "2" incorporated herein by this reference and made a part of this Agreement. The Site is presently owned by the Participant and, after conveyance of the Redeveloper's Property to the Redeveloper pursuant to the DDA, the Site shall consist of approximately 35 gross acres of land. 5. Parties to the Agreement 5.1. The Agency. The Agency is a public body, corporate and politic, exercising governmental functions and powers, and organized and existing under Chapter 2 of the Community Redevelopment Law of the State of California. The offices of the Agency are located at 130 South Main Street, Lake Elsinore, California 92530. The "Agency" as used in this Agreement includes the Lake Elsinore Redevelopment Agency and any assignee of or successor to its rights, powers and responsibilities. 5.2. The Participant. The Participant is Oak Grove Equities, a California limited partnership, and its successors and assigns. The principal office of the Participant for purposes of this Agreement is 12625 High Bluff Drive, Suite 304, San Diego, California 92130. All of the terms, covenants and conditions of this Agreement shall be binding on and shall inure to the benefit of the Participant and the successors and assigns of the Participant according to their terms and application. Wherever the term the "Participant" is used herein, such term shall include any nominee, assignee or successor in interest of the Participant. 6. Financing. In order to induce the Participant to undertake the development of the Site as herein provided, the Agency agrees to reimburse the Participant for a portion of (a) the cost of construction of the Offsites (as hereinafter defined), (b) the cost of the Development Impact Fees (as hereinafter defined) and (c) the cost of the Public and Transitional Grading (as hereinafter defined) in accordance with the Method of Financing attached hereto, labeled Attachment No. "3" and incorporated herein by reference, in the total amount of $1,800,000. 7. Scope of Development. The Participant agrees to develop the Site as a quality shopping center. The Participant further agrees to construct or cause to be constructed the offsite improvements ( "Offsites ") and the public and transitional grading ( "Public and Transitional Grading ") in accordance with the Description of Offsites and Public and Transitional Grading, attached hereto as Attachment No. "4 ", and incorporated herein by reference. In connection with the OPM24MG190 \048 :a ti^ PAC=IL Gam,_ development of the Shopping Center, the Participant shall pay to the City and to other interested public agencies, the development impact fees ( "Development Impact Fees ") in accordance with the description of Development Impact Fees, attached hereto as Attachment No. "Y and incorporated herein by reference. The Agency and the Participant agree that the cost of the Offsites, the Public and Transitional Grading and the Development Impact Fees shall exceed $1,800,000, and that the Agency's reimbursement to the Participant shall be limited to $1,800,000. 8. Cost of Construction. The cost of developing the Site and constructing all improvements on and off of the Site as required by this Agreement shall be borne by the Participant, except as otherwise expressly set forth in this Agreement and its Attachments. 9. Schedule of Performance. The Participant shall commence and complete construction of the Offsites and the Public and Transitional Grading according to such a schedule as shall accommodate the commencement and completion of the Shopping Center. 10. Indemnification and Bodilv Iniury and Property Damaee In—surance. During the period commencing with any preliminary work by the Participant or others on any portion of the Site, and until such time as the Agency has issued a Certificate of Completion with respect to the construction of the improvements on the Site, the Participant shall defend, indemnify and hold the Agency and the City and their respective officers, directors, agents, servants, employees and contractors harmless from and against all liability, loss, damage, costs, or expenses (including reasonable attorneys' fees and court costs) arising from or as a result of the death of any person or any accident, injury, loss, or damage whatsoever caused to any person or to the property of any person which shall occur on the Site and which shall be caused by any acts done thereon or any errors or omissions of the Participant or its officers, directors, agents, servants, employees or contractors. The Participant shall not be responsible for (and such indemnity shall not apply to) any acts, errors, or omissions of the Agency or the City, or their respective officers, directors, agents, servants, employees or contractors. Prior to commencement of construction, the Participant shall furnish or cause to be furnished to the Agency, certificates of bodily injury and property damage insurance policies in the amount of at least $1,000,000 combined single limits, naming the Agency and the City as additional insureds and covering all operations of the Participant arising out of or related to subject matter of this Agreement. Such policies shall not be subject to cancellation, reduction in coverage or non - renewal except after notice in writing shall have been sent to the Agency. The requirements of this Section shall terminate on the completion of the Offsites and the Public and Transitional Grading. 11. Rights o,_ f Access. Representatives of the Agency and the City shall have the reasonable right of access to the Site or portions thereof under the control of the Participant without charge, at normal construction hours during the period of construction, for the purpose of inspecting the work being performed in constructing the improvements. Such representatives of the Agency shall be those who are so identified in writing by the Executive Director of the Agency. Any damage of injury to the Site resulting from the activities of the Agency representatives present at the Site pursuant to this Section shall be promptly repaired at the sole expense of the OPA\2- 16 \G190 \048 'S :G G Z 7T zi A21N- -,A iTLE `c '' Agency. The Agency shall indemnify and hold the Participant harmless for any claims or liabilities arising out of activities attributable to the Agency representatives present at the Site pursuant to this Section. 12. Applicable Laws. The Participant shall carry out or cause to be carried out the construction of all improvements in conformance with all applicable laws. 13. Taxes Assessments Encumbrances and Liens. The Participant shall pay when due all real property taxes and assessments assessed and levied on its interest in the Site from time to time. Nothing herein contained shall be deemed to prohibit the Participant from contesting the validity or amount of any tax or assessment. 14. Approvals. On request of the Participant, the Agency, to the extent permitted by law, agrees to initiate and pursue for final consideration, and agrees to use its best efforts to cause. the City to initiate and pursue for final consideration, at the earliest practicable date, all actions and proceedings within their respective jurisdiction which may be necessary or desirable for commencement or completion of construction of the Offsites, the Public or Transitional Grading, the improvements on the Site, the occupancy of the improvements on the Site, and /or the provision of any financing contemplated hereby. At the request of the Participant, the Agency shall, within 10 days, certify in writing that, to the best of its knowledge, (a) this Agreement is in full force and effect and is a binding obligation of the certifying party, (b) this Agreement has not been amended or modified, except as is expressly provided in such estoppel certificate and (c) no default in the performance of the requesting party pursuant to this Agreement exists, except as is expressly provided in such estoppel certificate. 15. Holder Not Obligated to Construct Improvements The holder of any mortgage, deed of trust or other security interest in the Site shall in no way be obligated by the provisions of this Agreement to construct or complete construction of the improvements or to guarantee such construction or completion. 16. Notice of Default to Mortgagee Deed of Trust or Other Security merest Holder: Right to Cure. Whenever the Agency shall deliver any notice or demand to the Participant with respect to any breach or default by the Participant in completion of construction of the improvements, the Agency shall at the same time deliver to each holder of record of any mortgage, deed of trust or other security interest authorized by this Agreement a copy of such notice or demand. Each such holder shall (insofar as the rights of the Agency are concerned) have the right, at its option within 90 days after the receipt of the notice, to cure or remedy or commence to cure or remedy any such default. OPA\2 -16 \0190 \048 x iz 17. Certificate of Completion. Promptly after completion of construction and development of the Offsites, the Public and Transitional Grading and the improvements on the Site or any legally subdivided portion thereof, the Agency at its own expense shall furnish the Participant with a Certificate of Completion, in the form attached hereto as Attachment No. "6 ", and incorporated herein by reference, on written request therefor by the Participant. The Agency shall not unreasonably withhold any such Certificate of Completion. Such Certificate of Completion shall be in such form as to permit it to be recorded in the Offi- e of the Recorder of Riverside County. A Certificate of Completion shall be, and shall so state, conclusive determination of satisfactory commencement and completion of the construction required by this Agreement and of full compliance with the terms hereof. The Agency shall also furnish the Participant with a Certificate of Completion for portions of the improvements on the Site as they are properly completed and ready to use. After issuance of such Certificate of Completion, any parry then owning or thereafter purchasing, leasing or otherwise acquiring any interest in the Site shall not (because of such ownership, purchase, lease or acquisition), incur any obligation or liability under this Agreement with respect to the commencement and completion of construction for which such Certificate of Completion is issued, except that such party shall be bound by any covenants contained in Section 18. of this Agreement. Except as otherwise provided herein, after issuance of a Certificate of Completion for the Site or any legally subdivided parcel thereof, neither the Agency, the City nor any other person shall have any rights, remedies or controls that it would otherwise have or be entitled to exercise under this Agreement as a result of a default in or breach of any provision of this Agreement relating to the commencement or completion of construction, and the respective rights and obligations of the parties with reference to the Site or any legally subdivided parcel thereof shall be limited thereafter to those set forth in Section 18. of this Agreement. The Agency shall not unreasonably withhold or delay the issuance of any Certificate of Completion. If the Agency refuses or fails to furnish a Certificate of Completion after written request from the Participant the Agency shall, within 15 days after such written request, provide the Participant with a written statement of the reasons the Agency refused or failed to furnish a Certificate of Completion. The Statement shall also contain the Agency's opinion of the action the Participant must take to obtain a Certificate of Completion. If the reason for such refusal is confined to the immediate availability of specific minor finish items or materials, the Agency shall issue its Certificate of Completion on the posting of a bond by the Participant with the Agency in an amount representing the fair value of the work not yet completed. If the Agency shall have failed to provide such written statement within said 15 day period, the Participant shall be deemed entitled to the Certificate of Completion, and the Agency shall issue the same within 5 days after the Participant makes a demand therefor. Such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Participant to any holder of any mortgage, or any insurer of a mortgage securing money loaned to finance the improvements, or any part thereof. Such Certificate of Completion shall also not constitute a notice of completion as referred to in the California Civil Code, Section 3093. 18. Construction Maintenance Use Discrimination. The Participant covenants and agrees for itself, its successors, its assigns and every successor in interest to the Site or any part thereof, that the Participant, such successors and such assignees shall: OPAU- 16 \GI90 \048 r- Tc PAC 1i � -jl A. Cause the Offsites and the Public and Transitional Grading to be constructed as required by this Agreement, including Attachment No. "4 ". B. Not on origin, sex, marital status, creed orsrel religion thetconstruct on, sale,clease or rentalal or national the use or occupancy of the Site, or any improvements to be erected thereon, or any portion thereof, and not establish or permit any such practise of discrimination or segregation with reference to the selection, location, use or occupancy of tenants, lessees, sub - tenants, sub- lessees or vendees of the Site. by C. Site to the uses authorized or allowed by the Devote Commercial land usetde ignationyof ttherfC tyinany or permits for the Site, this Agreement and the Redevelopment Plan. condition. D. Maintain the Site and the improvements on the Site in good 19. Effect and Duration of Covenants. The covenants established in this Agreement shall, without regard to technical classification and designation be binding for the benefit and in favor of the Agency, its successors and assigns, the City and any successor in interest to the Site or any part thereof. The covenant contained in Paragraph A of Section 18. shall remain in effect until the completion of the Offsites and the Public and Transitional Grading in accordance with this Agreement. The covenant contained in Paragraph B. of Section 18. shall remain in perpetuity. The covenants contained in Paragragh C. and Paragraph D. of Section 18. shall remain in effect until the expiration date of the Redevelopment Plan or any extension thereof. 20. Legal Actions. All legal or equitable actions brought under or with respect to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, in any other appropriate court in that County, or in the Federal District Court in the Central District of California, at the election of the Participant. The laws of the State of California shall govern the interpretation and enforcement of this Agreement. The rights and remedies of the parties shall be limited to the remedies set forth in Section 21. Except as otherwise expressly provided for in this Agreement, neither the Agency nor the Participant shall have the right to terminate this Agreement. 21. Snecial Remedies and Rights. The following are special optional remedies of the parties: A. The Participant at its option may pursue the remedy of specific performance against the Agency, pursue a claim for damages against the Agency or terminate this Agreement if the Agency defaults and fails to perform any term or provision of this Agreement in the manner required by this Agreement and within the time established therefor in this Agreement (or if no time is established therefor in this Agreement, then within a reasonable time), and any such failure is not cured within 15 days after written demand by the Participant. In the event of any termination pursuant to this Section, neither the Agency nor OPA\2- 16\G190 \048 the Redeveloper shall have any further rights against or liability to the other under this Agreement or under the Method of Financing. B. The Agency at its option may pursue the remedy f specific performance against the Participant or terminate this Agreement if the Participant de and fails to perform any term or provision of this Agreement in the manner required by this Agreement and within the time established therefor in this Agreement, and any such failure is not cured within 30 days after written demand by the Agency; provided, however that if the nature of the failure is such that it cannot reasonably be cured within 30 days after written demand by the Agency, then the Participant shall not be deemed to be in default under this Agreement if during such 30 day period, the Participant commences to cure the failure and diligently continues in such cure. In the event of any termination pursuant to this Section, neither the Agency nor the Developer shall have any further rights or liability to the other under this Agreement or under the Method of Financing. The Agency is deemed the beneficiary of the terms and provisions of this Agreement and the covenants running with the land, both for and in its own public or the purpose of protecting the interests of the community and other parties, p or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. This Agreement and the covenants shall run in favor of the Agency without regard to whether the Agency has been, remains, or is an owner of any land or interest in the Project Area. The Agency shall have the right if the covenants against racial discrimination are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity, or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants are entitled. Notwithstanding the foregoing, after any conveyance of the Site or any legally subdivided parcel thereof by the Participant, the Participant shall no longer be liable for the performance of the foregoing covenants. 23. Notices Demands and Communications Between the Parties. Formal notices, demands and communications between the Agency and the Participant shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, or by overnight mail delivery service, to the principal offices of the Agency and the Participant. Such written notices, demands and communications may be sent in the same manner to such other addresses as either parry may from time -to -time designate by mail. In all cases, notices, demands and communications shall be deemed given on receipt or rejection. 24. Conflict of Interest. No member, official or employee of the Agency shall have any personal interest, direct or indirect, in this Agreement nor shall any such member, official or employee participate in any decision relating to the Agreement with affects his personal interests or the interests of any corporation, partnership or association in which he is directly or indirectly interested. OPA\2- 16 \GI90 \048 7, FA'"`: J 25. Nonliability of the Agency Officials and Fmplovees. No member, official or employee of the Agency shall be personally, liable to the Participant, or any successor in interest, in the event of any default or breach by the Agency or for any amount which may become due to the Participant or successor or on any obligations under the terms of this Agreement. 26. Enforced Delay- Extension of Times of Performance. In addition to specific provisions of this Agreement, performance by either Party hereunder shall not be deemed to be in default where delays or defaults are due to governmental restrictions or priority; litigation; acts of the other party; acts or failure to act of any public or governmental agency or entity (except that the acts or failure to act of the Agency shall not excuse performance by the Agency) or any other causes reasonably beyond the control or without the fault of the parry claiming an extension of time to perform. An extension of time for any such cause shall only be for the period of the enforced delay, which period shall commence to run from the time of the commencement of the cause. If, however, notice by the patty claiming such extension is sent to the other party more than 30 days after the commencement of the cause, the period shall commence to run only 30 days prior to the giving of such notice. Times of performance under this Agreement may also be extended in writing by mutual agreement of the Agency and the Participant. 27. Inspection of Books and Records. The Agency shall have the right at all reasonable times to inspect the books and records of the Participant pertinent to the purposes of this Agreement. The Participant also shall have the right at all reasonable times to inspect the books and records of the Agency pertinent to the purposes of this Agreement. 28. Approval by the Agency. Wherever the consent or approval is required of any parry hereunder, such consent or approval shall not unreasonably be withheld. Wherever a party has the right to request documents, information, reports or other matters under this Agreement, such requests shall be reasonable. Failure by the Agency to either approve or disapprove any matter within a reasonable time shall be deemed an approval. 29. Legal Challenge. The Agency shall defend against any legal or equitable challenge to, or attempt to overturn or nullify by initiative or referendum, this Agreement, the Method of Financing and /or the sale and use tax ordinances to be adopted by the Agency and the City as provided for herein. Neither the Agency nor the Participant shall bring or cause to be brought any action to determine the validity of this Agreement or any other agreement between the Agency and the Participant that pertains to the Site or any portion thereof. 30. Indemnification. Representatives of the Agency and the City shall have the reasonable right of access to the Site or portions thereof under the control of the Participant without charge, at normal construction hours during the period of construction, for the purpose of inspecting the work being performed in constructing the improvements. The Agency shall indemnify and hold the Redeveloper harmless from any claims or liabilities arising out of activities attributable to the Agency representatives present at the Site pursuant to this Section. OPA\2.16\G190 \048 a. 31. Entire Agreement. This Agreement is executed in 3 duplicate originals, each of which is deemed to be an original. This Agreement integrates all of the terms and incidental hereto, and supersedes all negotiations or previous with respect to all or portion of the subject matter hereof. All waivers of the provisions of this Agreement shall be in writing and signed by the appropriate authorities of the Agency or the Participant, and all amendments hereto the shall be in writing and signed by the appropriate authorities of Agency and the Participant. 32. Time of Essence. This Agreement, when executed by the Participant and delivered to the Agency, must be authorized, executed and delivered by the Agency not later than January 29, 1993 or this Agreement shall be void, except to the extent that the Participant shall consent in writing to a further extension of time for the authorization, execution and delivery of this Agreement. The effective date of this Agreement shall be the date when this Agreement has been executed by the Agency. conditions mentioned herein or agreements between the parties Dated: _, 1993 AGENCY LAKE ELSINORE REDEVELOPMENT AGENCY 0 APPROVED AS TO FORM AND SUBSTANCE ounsel or the Agency ATTEST ecretary of Lake Elsinore Redevelopment Agency PARTICIPANT OAK GROVE EQUITIES, a California limited partnership By: Its: 9 OPA\2- 16 \G190 \046 A' `,fit. g jI s.:' - 1 -- F_,, _.. _ I: I I, li t I 1 \ I \ 1 rfi it I � r1 clrr I �7f� I. rl 1 1 1 N1 I i 111 I I L II:' aur r n h u 11 1r1j1 j Y� 1 �,` \•`p,\ Il:l I: a 111 i 1 11R1•l µ F i � J+t-' 1i C flr n r 1 111 !1 W Ll L, I. �Ayl -_ � �1 III "ri.1r ,• If 1 .O I tea, 51 III III l ! / Ii r pLh II..- ..11 _ I In 1�„ 1 , •�1 11'!1 II II'li'll!'rul �' " t i1 i a � - I I 2 I, AKE ELSINORE - eoV GATUN HVILOM M COMPANY 1 � M M ia. Ilel >ol I l i - 15 -77 n / III 11/•r LAX2 �In I HYMN s:a?Naen 'WtlNS3aD -5ti95 ATTACHMENT NO. "1" r 4 Irz 15.000 SF 7 j, T, 71i f 7 • Jillilkv FA Ry =r 'I rty VI - -- :'t_33 - '.•c� 714 574 5545: GRESNAM. 'JARNER;g 3 Osda: No: 6924114 -15 . • I DESCRIPTION PARCEL 1: (363 -140 -009, 035, 036, 039) THAT PORIICN OF Tn SOJTHEAST ONE QUARTER OF SECTICN 9, TOWNSHIP 6 SOUTH, RANGE 4 WEST, SAJ BERNARD00 MERIOI)u :, AS SHOW:: BY UNITED STATES GOVERNMENT SURVEY APPROVED AUGUST 25, 11580 AND THOSE PPORTIONS OF THE FOLLOWING: S. A. STEWAATS ADDITION TO ELSINORE AS SHOW: BY MAP ON FILE IN BOOK 2, PAGE 102 OF MAPS, SAN DIEGO COUNTY RECORDS; TOGETHER WITH ALL VACATED STREETS AND ALLEYS INCLUDED THEREIN; J. W. CLAYTON'S FIRST ADDITION TO ELSINORE AS SHOWN BY MAP ON FILE IN BOOK 2, PAGE 141 OF MAPS, SAN DIEGO COUNTY RECORDS; TOGETHER WITH ALL VACATED STREETS AND ALLEYS INCLUDED THEREIN; AND HEALD'S FIRST ADDITION TO ELSINORE, AS SHOWN BY .MAP ON F_LE IN BOOK 4, PAGE 205 OF MAPS, SAN DIEGO COUNTY RECORDS; TOGETHER WITH ALL VACATED STREETS AND ALLEYS INCLUDED THEREIN; INCLUDED WITHIN THE SAID SOUTHEAST ONE QUARTER OF SAID SECTION, RECORDS OF SAID COUNTY LYING WITHIN THE FOLLOWING DESCRIBED LINES: COMMENCING AT THE SOUTHEASTERLY CORNER OF SAID SECTION 9 MARKED WITH A TWO INCH IRON PIPE; THENCE ALONG THE EASTERLY LINE OF SAID SECTION, NORTH 0 DEGREES 17' 00" WEST 203.64 FEET TO A NON - TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 2540.00 FEET FROM A TANGENT BEARING NORTH 27 DEGREES 51' 25" WEST SAID POINT BEING THE TRUE POINT OF BEGINN :NG; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 10 DEGREES 36' 31" A DISTANCE OF 470.30 FEET; THENCE NORTH 38 DEGREES 27' 56" WEST 943.81 FEET TO A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 1960.00 FEET) THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 6 DEGREES 27' 56" A DISTANCE OF 221.18 FEET/ THENCE NORTH 32 DEGREES 00' 00" WEST 661.25 FEET TO A TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 960.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 16 DEGREES 30' 00" A DISTANCE OF 276.46 FEET; THENCE NORTH 15 DEGREES 30' 00" WEST 197.51 FEET TO A TANGENT CURVE TO THE LEFT HAVING A RADIUS OF 540.00 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 20 DEGREES 19' 22" A DISTANCE OF 191.54 FEET; THENCE NORTH 12 DEGREES 41' 14" EAST 10.03 FEET TO THE NORTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 9, THENCE ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER SOUTH 89 DEGREES 51' 00" EAST TO THE INTERSECTION OF SAID NORTH LINE WITH THE SOUTHWEST LINE OF RAILROAD CANYON ROAD, 80 FEET IN WIDTH, AS SAID RAILROAD CANYON ROAD IS SHOWN ON A MAP NO. 30X, IN THE OFFICE OF THE RIVERSIDE COUNTY SURVEYOR, THENCE SOUTHEASTERLY ALONG SAID SOUTHWEST LINE OF RAILROAD CANYON ROAD TO THE EAST LINE OF SECTION 9; THENCE SOUTH ALONG SAID EAST LINE TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION LYING SOUTH OF THE CENTERLINE OF RAILROAD AVENUE AS SHOWN 0 :7 THE MAP OF HEALD'S FIRST ADDITION TO ELSINORE. PARCEL 2: (363 -:70 -001) T.F.A'. PORTION OF THE SOUTHEAST QUARTER OF SECTION 9, TOWNSHIP 6 SOUTH, RANGE 4 WEST, SAN 6ERM.44DINO MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE CENTER OF SAID SECTION 9 MARKED BY A 2 -INCH IRON PIPS; THENCE ALONG THE NORTH LINE OF SAID SOUTHEAST QUARTER OF SECTION 9 SOUTH 89 DEGREES S1' 00" EAST 101.4.62 FEkl; THENCE SOUTH 12 DEGREES 41' 14" WEST 10.03 FEET TO A NON - TANGENT CURVE CONCAVE SOUTHWE5:ERLY AND HAVING A RADIUS OF 540 FEET; THENCE A77ACHMENT NO. "2" 'Y W L .nyi 0`_u6L]rnM� :i.I `I_rt___ _.'_S =�J __ 1,;L6 4dsr Nos 8924114 -15'. DESCRIPTION 2 SOUTHEASTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 20 DEGREES 19' 22" A DISTANCE OF 191.54 FEET_; THENCE SOUTH 15 DEGREES 30' 00" EAST 179.43 FEETI THENCE SOUTH 74 DEGREES 30' 00" WEST 70.CO FEET TO THE POINT OF BEGINNING! THENCE NORTH 15 DEGREES 30' OU" WEST 179.43 FEET TO A TANGENT CURVE CONCAVE SOUTHWESTERLY AND HAVING A RADIUS OF 470 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE THROUGH AN ANGLE OF 18 DEGREES 36' 14" A DISTANCE OF '_52.61 FEET; THENCE NORTH 70 DEGREES 01' 19" WEST 30.64 FEET TO COURSE "A" BEING A NON- TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 695 FEETI THENCE SOUTHWESTERLY ALONG SAID COURSE "A" THROUGH AN ANGLE OF 8 DEGREES 40' 36" A DISTANCE OF 105.25 FEET TO COURSE "B "; THENCE ALONG COURSE "B" SOUTH 31 DEGREES 44' 58" EAST 307.58 FEET: THENCE NORTH 58 DEGREES 15' 02" EAST 50.00 FEET TO THE POINT OF BEGINNING. METHOD OF FINANCING 1. Reimbursement. Subject to the opening for business of the first store, shop, restaurant or other business on the Site, the Agency shall reimburse the Participant for a portion of the cost of construction of the Offsites, the Public and Transitional Grading and the Development Impact Fees, in the agreed amount of $1,800,000 (the "Reimbursement "). It is the intent of the parties to establish Sales Tax Revenue (as defined below) as a measuring device to determine the amounts of payments due hereunder, but to allow the Agency the flexibility to make the payments due hereunder from any and all sources of revenue available to the Agency. 2. Interest Rate. Interest on the unpaid principal balance of the Reimbursement shall accrue at the rate of 7% simple interest per annum, commencing on the date the first store, shop, restaurant or other business on the Site opens for business to the public, and continuing thereafter until the principal and interest are paid in full or the Agency's obligation is forgiven and discharged as set forth in Section 4. below. 3. Installment Payment. The Agency shall make installment payments of principal and interest to the Participant at the times and subject to the other terms and conditions herein set forth. 3.1 Installment payments of principal and interest shall be payable annually, in arrears and without offset or demand, during the term of this Method of Financing: (i) commencing on the January 30th next following the last day of the first calendar year ( "Year ") in which a store, shop, restaurant or other business opens for business (the "First Payment Date ") and (ii) continuing on the January 30th next following the last day of each subsequent Year, through and including the 19th Year after the First Payment Date (individually, a "Payment Date" and collectively, the "Payment Dates "). 3.2 On each Payment Date, the Agency shall pay to the Participant a sum equal to the "Participant's Share" (as hereinafter defined) of all sales and use tax revenue paid to or received by the City and /or the Agency ( "Sales Tax Revenue ") based on sales at or from the Site during the Year for which such installment payment is made. 3.3 As used herein, the term "Participant's Share" shall mean a sum to be determined as follows: For each calendar year: (a) the City and /or the Agency shall be entitled to retain the first $200,000 of Sales Tax Revenue based on sales at or from (i) the Site and (ii) the approximately 13 acre site adjacent to the Site (the "Wal -Mart Property"), on which Wal -Mart Stores, Inc. intends to construct a Wal -Mart store (the Site and the Wal -Mart Property may be collectively referred to as the "Shopping Center "); (b) Until the next $200,000 of Sales Tax Revenue has been paid to or received by the City and /or the Agency based on sales at or from the Shopping Center, whether at or from the Site or the Wal -Mart Property, the Participant shall receive a sum equal to 100% of the Sales Tax Revenue based on sales at or from the Site. ATTACHMENT NO. 113" OWNER PARTICIPATION AGREEMENT z . 15� (c) the Participant shall receive a sum equal to 50% of all additional Sales Tax Revenue based on sales at or from the Site. The Agency and the Participant agree that the Participant's Share shall not include any portion of the first $200,000 of the Sales Tax Revenue based on sales at or from the Shopping Center (on an annual basis) and, if with respect to any calendar Year, the Sales Tax Revenue based on sales at or from the Shopping Center is less than $200,000, then the Participant's Share with respect to that Year shall be zero. 3.4 Notwithstanding any provision hereof to the contrary, the Agency shall have the right to make the payments required by this Method of Financing from any and all sources of revenue available to the Agency, including without limitation Sales Tax Revenue, ad valorem property tax revenue, and any franchise taxes, business license fees or similar taxes or fees paid to or received by the Agency. 3.5 As used in this Method of Financing, Sales Tax Revenue which is based on sales at or from the Site or the Shopping Center shall be deemed to include only sales which occur at the Site or the Shopping Center and sales which occur elsewhere, if they are initiated at the Site or the Shopping Center and if the situs of the sale is within the City's corporate limits. 3.6 If the Sales and Use Tax Law is repealed or modified after the date of this Method of Financing and if, as a result, the Agency's part of the Sales Tax Revenue which is based on sales at or from the Site is totally or partially replaced with another source of revenue, then the Agency's obligation to make installment payments shall continue to accrue and the limitations in this Method of Financing on the Agency's obligation to make installment payments shall be deemed modified and shall thereafter be based on any form of tax or revenue which the Agency receives with regard to the applicable Year, in total or partial replacement of the Sales Tax Revenue. In addition, in the event of any such change, the Agency and the Participant shall fully cooperate with one another in amending the Agreement and this Method of Financing as is necessary or appropriate to facilitate the timely and full payment of principal and interest under the Agreement and this Method of Financing, so the intent of the Agreement and this Method of Financing can be attained. 3.7 All installment payments under this Method of Financing shall reduce accrued interest first and then the unpaid principal until the principal and interest due hereunder is paid in full, or the Agency's obligation is forgiven and discharged as set forth in Paragraph 4. below or is otherwise properly terminated. 4. Forgiveness andDischarge of Balance of Obligation. In the event that a sum equal to the Participant's Share of the Sales Tax Revenue is insufficient to enable the Agency to fully satisfy and discharge the amount of principal and interest on this Method of Financing on or before the 20th Payment Date, any and all principal and interest on this Method of Financing remaining unpaid shall be forgiven and discharged, and no liability of the Agency for the nonpayment of such principal or interest shall result in any manner whatsoever. 5. Pretayment. The Agency shall have the right at any time to prepay all or any portion of the unpaid principal balance owing under this Method of Financing. 6. General Provisions. All sums payable hereunder shall be due and payable in lawful money of the United States of America. In the event any installment due hereunder is .s ._ 1 not paid by the Agency within 15 days after it is due, such installment shall bear interest from and after such date at the rate of 10% per annum or the maximum legal rate, whichever is less, until paid. If any action is instituted to enforce this Method of Financing, the losing party in any such action promises to pay reasonable attorneys' fees and costs and expenses. This Method of Financing has been executed in the State of California and shall be construed and interpreted according to the laws of the State of California. 7. Defined Terms. Terms not defined herein shall have the meaning ascribed in the Agreement. to _VU OFFSITES AND PUBLIC AND TRANSITIONAL GRADING Street Improvements A.C. pavement (4" thick) Aggregate base (10" thick) Fog seal 8" curb and gutter 6" median curb Cross gutter and spandrel Landscape Street trees Street lights Sewer Improvements 8" sewer line Manholes Water Improvements 16" waterline 16" waterline under bridge Fire hydrant assembly Miscellaneous fittings Storm Drain Improvements 39" RCP storm drain 21" RCP storm drain Catch basin Junction structure Grading All public right -of -way grading required for the above - described improvements, as well as all grading necessary to transition from the public right -of -way grade to the ultimate grade of the Site. ATTACHMENT NO. "4" OWNER PARTICIPATION AGREEMENT G: T.- r.. A(_ -; c'JA { 4 EIw'i I{ -3 -+�-Q_ t�� PFC'c AL 0 F -�°�, — DEVELOPMENT IMPACT FEES Storm Drain Capital Improvement Fund Fee Street Capital Improvement Fund Fee Street Capital Improvement Fund Fee (maintenance) Water Connection Fees (EVWMD) I" meter 2" meter 3" meter Sewer Connection Fees (EVMWD) Regional plant capacity Sewer line capacity Reclamation Art Nelson reimbursement Railroad Canyon Road Assessment ATTACHMENT NO. "5" OWNER PARTICIPATION AGREEMENT RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Mark A. Ostoich, Esq. GRESHAM, VARNER, SAVAGE, NOLAN & TILDEN 600 N. Arrowhead Avenue Suite 300 San Bernardino, CA 92401 CERTIFICATE OF COMPLETION Whereas, by an Owner Participation Agreement dated , 1993 (the "Agreement ") by and between the Lake Elsinore Redevelopment Agency (the ' Agency ") and Oak Grove Equities, a California limited partnership, the Participant has satisfactorily completed the construction of the Offsites, the Public and Transitional Grading and the construction required to be completed by the Participant on the Site legally described on Exhibit "A" attached hereto; Whereas, pursuant to Section 18. of the Agreement, promptly after completion of such construction work by the Participant, the Agency has agreed to furnish the Participant with a Certificate of Completion on written request therefor by the Participant. Whereas, the issuance by the Agency of said Certificate of Completion is conclusive evidence that the Participant has complied with the terms of the Agreement pertaining to the commencement and completion of the construction covered by said Certificate of Completion; and Whereas, the Agency has conclusively determined that the construction covered by said Certificate of Completion has been satisfactorily commenced and completed as required by the Agreement. Now, therefore: 1. As provided in the Agreement, the Agency does hereby certify that development of the Offsites, the Public and Transitional Grading and the Site or portion thereof legally described in Exhibit "A" attached hereto, have been fully and satisfactorily commenced and completed and performed, and that such development is in full compliance with the Agreement. 2. Effective on the recordation of this Certificate of Completion, all of the covenants, conditions and restrictions contained in the Agreement, except for the use and maintenance covenants in Section 19.0 and Section 19.D of the Agreement and the covenants against discrimination in Section 19.13 of the Agreement, shall terminate and become null and void as to the Property. The use and maintenance covenants in Section 19.0 and Section 19.1) of the Agreement shall remain until the expiration date of the Redevelopment Plan or any extension thereof. The covenants against discrimination set forth in Section 19.13 of the Agreement shall remain in perpetuity. ATTACHMENT NO. "6" OWNER PARTICIPATION AGREEMENT 'F: In Witness Whereof, the Agency has executed this Certificate of Completion as of this _ day of 19_ SIGNATURES FOLLOW Lake Elsinore Redevelopment Agency By: Its: Attest: By: Agency Secretary STATE OF CALIFORNIA ) ) SS. COUNTY OF 1 On , 19 before me, the undersigned, a Notary Public in and for said County and State, personally appeared , personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity(ies), and that by his signature(s) on the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. WITNESS my hand and official seal. Notary Public r