HomeMy WebLinkAboutStater Bros. Market-2010-26 ECONOMIC DEVELOPMENT AGREEMENT
by and among
THE CITY OF GRAND TERRACE,
a California municipal corporation
and
THE CITY OF GRAND TERRACE REDEVELOPMENT AGENCY,
a California public body,corporate and politic
and
STATER BROS.MARKETS,
a California corporation
ECONOMIC DEVELOPMENT AGREEMENT
This Economic Development Agreement ("Agreement") is entered into as of August ,2010.by
and among the City of Grand Terrace, a California municipal corporation ("City"). the City of Grand
Terrace Redevelopment Agency, a California public body, corporate and politic ("Agency") and Stater
Bros. Markets, a California corporation ("Stater") with reference to the following recited facts (each, a
"Recital"):
RECITALS
A. The city council of the City("City Council")approved and adopted a redevelopment plan
("Redevelopment Plan") for the redevelopment project area known as the "Grand Terrace Community
Redevelopment Project Area"("Project Area").
B. The governing board of the Agency ("Governing Board") adopted an implementation
plan ("Implementation Plan") for the Redevelopment Plan and is engaged in activities necessary to
execute and implement the Redevelopment Plan pusuant to California Community Redevelopment Law
(California Health and Safety Code Section 33000 et seq.)("CRL").
C. Stater owns or will own a legal and/or equitable interest in certain real property located
within the jurisdictional boundaries of the Project Area and the City south of Barton Road between
Michigan Street and Canal Street, approximately one-half mile from Interstate 215 on the west, and
approximately 950 feet from the intersection of Barton Road and Mt.Vernon Avenue on the east ("Stater
Property"). The Stater Property is further described in Exhibit "A" attached hereto and by reference
incorporated herein.
D. Stater intends to develop a new grocery supermarket ("Project") on the Stater Property
within a new commercial center known as the "Grand Terrace Town Square." The Project is depicted in
Exhibit"B"attached hereto and by reference incorporated herein.
E. As part of the Project, Stater intends to grant the City a non-exclusive easement to utilize
parking areas within the Stater Property.
F. The development of the Project on the Stater Property is consistent with the objectives of
the Redevelopment Plan, Implementation Plan, the City's general plan ("General Plan") and the Barton
Road Specific Plan("Specific Plan").
G. The development of the Project on the Stater Property will result in numerous public
benefits to the City,the Agency and the community, including,without limitation:
i. Fulfilling long-term economic and social goals for the City, the Agency and the
community;
ii. Providing fiscal benefits to City's general fund in terms of increased sales tax
and property tax revenues;
iii. Providing fiscal benefits to the Agency's general fund in terms of increased
property tax revenues;
iv. Providing both short-term construction employment and long-term permanent
employment within City;
v. Financing and constructing significant public infrastructure improvements that
will serve the City and the region with the hope that the investment of significant
private funds will stimulate economic growth in the City and the region;
vi. Phasing the construction of public infrastructure improvements with private
development;
vii. Creating an architectural image that builds upon City's unique history and
establishes a distinguishable community identity within City;
viii. Creating an identifiable sense of place within City;
ix. Establishing a well balanced and carefully planned collection of general and
specialized retail uses that take full advantage of visibility and accessibility;
x. Providing day-time and night-time shopping and retail opportunities in a safe and
secure environment; and
xi. Providing increased public parking opportunities to better serve the public
parking needs of the City,Agency and the community.
H. In order for Project to be economically viable, Stater must close the operation of one of
its existing grocery supermarkets located in the City at 22441 Barton Road, Grand Terrace, California
("Existing Store").
I. The City and the Agency have requested that Stater delay the scheduled closing of the
Existing Store and operate the Existing Store while Stater develops the Project, in accordance with the
teens and conditions of this Agreement, because such closing delay and continued operation of the
Existing Store will be of substantial economic benefit to the City and Agency. including, without
limitation:
i. Generating sales tax revenues that will assist the City in fimding vital public
services for the residents and businesses within the City;
ii. Providing significant employment opportunities within the City;
iii. Providing needed day-time and night-time grocery supermarket shopping
opportunities within the City; and
iv. Fulfilling long-teen economic and social goals for the City, the Agency and the
community.
J. Delaying the close of the Existing Store, operating the Existing Store while Stater
develops the Project, developing the Project on the Stater Property. and granting to the City and/or
Agency a non-exclusive easement in, over and through the Stater Property for public parking purposes
will provide significant economic benefits to the City, the Agency and the community. The City and
Agency have concluded that the economic interests of the City's citizens and the public health, safety and
welfare will be best served by entering into this Agreement.
2
OPERATIVE PROVISIONS
NOW, THEREFORE. IN VIEW OF THE GOALS AND OBJECTIVES OF THE CITY, THE
AGENCY AND STATER SET FORTH IN THIS AGREEMENT, THE CITY, THE AGENCY AND
STATER AGREE,AS FOLLOWS:
1. Definitions. Unless the context otherwise requires, the terms defined in this Section 1 shall, for
all purposes of this Agreement, and of any opinion or report or other document mentioned in this
Agreement,have the meanings defined in this Section 1. The following definitions are equally applicable
to both the singular and plural forms of any of the terms defined in this Section 1.
1.1 "Agency" shall mean the City of Grand Terrace Redevelopment Agency, a California
public body, corporate and politic, exercising governmental functions and powers and organized and
existing pursuant to CRL and shall include any nominee, assignee or successor to the Agency's rights.
powers and responsibilities.
1.2 "Agreement"shall mean this Economic Development Agreement.
1.3 "City"shall mean the City of Grand Terrace,a California municipal corporation and shall
include any nominee,assignee or successor to the City's rights,powers and responsibilities.
1.4 "City Council"shall mean the duly elected city council of the City.
1.5 "CLR" shall mean California Community Redevelopment Law (California Health and
Safety Code Section 33000,et seq.).
1.6 "County"shall mean the County of San Bernardino.California.
1.7 "Costs"shall have the meaning set forth in Section 6.17.
1.8 "Dispute Notice"shall have the meaning set forth in Section 6.18.
1.9 "Economic Development Covenants"shall mean the economic development covenants of
Stater set forth in Section 2 of this Agreement.
1.10 "Economic Development Covenants Payment" shall mean the payment of money from
the City and/or Agency to Stater for Scoter's performance of the Economic Development Covenants. as
set forth in Section 2 of this Agreement.
1.11 "Effective Date" shall mean the first date on which all of the following are true: (i) this
Agreement has been approved by the City Council following all legally required notices and hearings; (ii)
this Agreement has been approved by the Agency Governing Board following all legally required notices
and hearings; and (iii) this Agreement has been executed by the appropriate authorities of the City,
Agency and Stater.
1.12 "Enforced Delays"shall have the meaning set forth in Section 6.10.
1.13 "Event of Default"shall have the meaning set forth in Section 4.1.
3
1.14 "Exhibits"shall mean the following documents that are attached to. and by this reference
made a part of,this Agreement:
Exhibit A -Legal Description of Stater Property
Exhibit B -Project Description
Exhibit C -Depiction of Parking Easement Area
Exhibit D -Form of Parking Easement
1.15 "Existing Store" shall mean the existing grocery supermarket operated by Stater located
in the City at 22441 Barton Road, Grand Terrace,California.
1.16 "Fiscal Year" shall mean mean each fiscal year of Stater beginning on October 1 of each
calendar year and ending on September 30 of the following calendar year that occurs during the Term,
with the first Fiscal Year during the Term sometimes being referred to as "Fiscal Year I" and each
succeeding Fiscal Year thereafter being consecutively numbered,concluding with"Fiscal Year 10."
1.17 "General Plan" shall mean that certain general plan approved and adopted by the City
Council of the City on April 27, 2010 by Resolution No. 2010-10.
1.18 "Governing Board"shall mean the governing board of the Agency.
1.19 "Implementation Plan" shall mean that certain implementation plan pertaining to the
2010-2014 Implementation Plan originally approved and adopted by the Agency Governing Board on
December 8, 2009,by Resolution No. CRA-09-11.
1.20 "Parties"shall mean,collectively, Stater.the City and the Agency.
1.21 "Party"shall mean,individually. Stater.the City or the Agency as applicable,and
1.22 "Project" shall mean the development of a grocery supermarket project on the Stater
Property as further described in Exhibit B attached hereto and by this reference made a pert hereof.
1.23 "Public Parking Easement" shall mean the ingress, egress and public parking easement
over the Public Parking Easement Area to be granted from Stater to the City and Agency.
1.24 "Public Parking Easement Area" shall mean the easement area for ingress, egress and
public parking depicted in Exhibit C attached hereto and by this reference made a part hereof.
1.25 "Public Parking Easement Purchase Pice" shall mean the amotmt of Forty-Nine
Thousand Dollars ($49,000.00) per year for 45 parking spaces for a minimum of five (5) years, unless
earlier terminated by Stater, paid by the City and Agency to Stater for the Public Parking Easement as
further described in Section 3.2.
1.25 `Redevelopment Plan" shall mean that certain "Amended and Restated Redevelopment
Plan for the Grand Terrace Community Redevelopment Project" originally approved and adopted by the
City Council of the City on September 27. 1979 by Ordinance No. 25. as amended prior to the Effective
Date of this Agreement by the City's adoption of Ordinance No. 31 on March 20. 1980.Ordinance No. 52
on July 15, 1981, Ordinance No. 187 on July 22, 1999. Ordinance No. 202 on September 12, 2002 and
Ordinance No.212 on July 22.2004.
4
1.26 "Redevelopment Project Area" shall mean that certain geographic area specified in and
subject to the requirements of the Redevelopment Plan.
1.27 "Resolution Period"shall have the meaning ascribed to the term in Section 6.18.2.
1.28 "Specific Plan" shall mean that certain 'Barton Road Specific Plan" approved and
adopted by the City Council of the City on September 11, 2003 by Ordinance 208.
1.29 "Stater" shall mean Stater Bros. Markets, a California corporation, and shall include any
affiliate or subsidiary of Stater and any permitted nominee, assignee or successor to Stater's rights,
powers,obligations and responsibilities under this Agreement.
1.30 "Stater Property" shall mean that certain real property located within the jurisdictional
boundaries of the Project Area and the City south of Barton Road between Michigan Street and Canal
Street, approximately one-half mile from the Riverside Freeway (Interstate 215) on the west, and
approximately 1,250 feet from the intersection of Barton Road and Mt. Vernon Avenue on the east, as
further described in Exhibit A attached hereto and by reference incorporated herein.
1.31 "Tax Increment Revenues" shall mean those certain tax increment revenues available to
the Agency that are net of(i)payments required pursuant to the Redevelopment Plan to be distributed by
the County auditor-controller in accordance with the requirements of the Redevelopment Plan, (ii)
payments to be made to taxing entities pursuant to all pass-through agreements and any other fiscal
impact agreements with taxing entities, (iii) all statutory pass-through payments or reimbursement
payments whether to the State or to any other governmental entity. including the County, municipalities
and school districts,and(iv)such deposits as may be made annually to the Agency's housing fluid.
1.32 `Term" shall mean the five (5) year time period commencing on the first Fiscal Year
following the issuance of a certificate of occupancy for the Project until the fifth (5th) anniversary of the
issuance of a certificate of occupancy for the Project.
2. Economic Development. The Economic Development Covenants and benefits to be received by
the City and Agency from the Economic Development Covenants are in the best interests of the City and
the Agency and the health, safety, morals and welfare of the City's taxpayers and residents and are in
accordance with public purposes set forth in federal, state and local law and regulation. Implementation
of the Economic Development Covenants will further the goals and objectives of the Redevelopment
Plan, Implementation Plan, General Plan and Specific Plan and will be of substantial economic benefit to
the City and Agency. including,without limitation:
xii. Fulfilling long-tens economic and social goals for the City, the Agency and the
community:
xiii. Providing fiscal benefits to City's general fund in terms of increased sales tax
and property tax revenues;
xiv. Providing fiscal benefits to the Agency's general fund in terms of increased
property tax revenues;
xv. Providing both short-term construction employment and long-tern permanent
employment within City;
5
xvi. Financing and constructing significant public infrastructure improvements that
will serve the City and the region;
xvii. Phasing the construction of public infrastructure improvements with private
development;
xviii. Creating an architectural image that builds upon City's unique history and
establishes a distinguishable community identity within City;
xix. Creating an identifiable sense of place within City;
xx. Establishing a well balanced and carefully planned collection of general and
specialized retail uses that take full advantage of visibility and accessibility;
xxi. Providing day-time and night-time shopping and retail opportunities in a safe and
secure environment; and
xxii. Providing increased public parking opportunities to better serve the public
parking needs of the City,Agency and the community.
In consideration of the significant benefits to the community that the Economic Development Covenants
represent.the City and Agency have agreed to enter into this Agreement.
2.1 Economic Development Covenants Concerning the Stater Property and the Project.
Stater covenants and agrees that the Stater Property shall be put to no use other than those uses authorized
by the Redevelopment Plan, Implementation Plan, General Plan, Specific Plan and the City's zoning
ordinances, as the same may be lawfully amended from time to time. Stater agrees, from the date a
certificate of occupancy is issued for the Project until the fifth(561) anniversary of the date a certificate of
occupancy is issued for the Project, to continuously occupy. use and operate the Project as a grocery
supermarket and related incidental uses. Notwithstanding the foregoing. CO nothing in this Section 2.1
shall limit, expand. modify, or otherwise affect any right of Stater to continue any legal non-conforming
use following changes in the Redevelopment Plan, Implementation Plan, General Plan, Specific Plan and
the City's zoning ordinances; and (ii) nothing in this Section 2.1 shall limit Stater's rights to object to or
challenge any change to the Redevelopment Plan, Implementation Plan, General Plan, Specific Plan and
the City's zoning ordinances that may be enacted or approved after the Effective Date on any ground,
including without limitation that said change is invalid on its face or as applied to Stater or the Stater
Property or a portion thereof The foregoing covenants shall nm with the land.
2.2 Economic Development Covenants Concerning the Existing Store. The City recognizes
that Stater could have closed the Existing Store and transferred substantially all of its business to nearby
stores. At the request of the City, Stater continued to operate the Existing Store despite intentions to close
the Existing Store and despite the landlord's demand that Stater pay above-market rents to preserve the
lease at the Existing Store location since July 1. 2008. Stater covenants and agrees to use its
commercially reasonable efforts to continue to operate the Existing Store as a grocery supermarket and
related incidental uses until the date a certificate of occupancy is issued for the Project or April 30. 2012,
whichever is earlier.
2.3 Economic Development Covenants Regarding Job Retention and Creation. The City
recognizes that Stater could have closed the Existing Store and transferred substantially all of its business
to nearby stores. By agreeing to continue operating the Existing Store, Stater saved 73 jobs in the City.
including 17 full time jobs. Stater covenants that it will continue operating the Existing Store as a grocery
6
supermarket and related incidental uses in accordance with Section 2.2 thereby preserving approximately
17 full time jobs and 56 part time jobs in the City. The City also aclarowledges that Stater will create
approximately 140 additional construction jobs during the development and construction of the grocery
supermarket. By developing the Project and operating a grocery supermarket in accordance with Section
2.1 above, Stater covenants and agrees to retain and create 20 permanent full time jobs and 76 part-time
jobs, or 77 full-time equivalent jobs ("FrE") until the fifth (5 ) anniversary of the date a certificate of
occupancy is issued for the Project("Economic Development Covenant").
2.4 Economic Development Covenants Payment. In exchange for the Economic
Development Covenant, the City shall pay approximately $192,500.00 per year for five (5) years, or
$2,500.00 per FTE job each year,which would be confirmed annually("Covenant Payment"). While the
number of E lE's may fluctuate above and below the number set forth in Section 2.3 above, the total
cumulative Covenant Payment over the five (5) year period shall not exceed $962.500. The Covenant
Payment shall be paid quarterly on March 31, June 30. September 30 and December 31, respectively, in
the amount of$48,125.00 per quarter upon invoice and confirming the number of FTEs.
3. Public Parkin!. The City, Agency and Stater acknowledge and agree that there is a current
shortage of available public parking within that portion of the Project Area and City surrounding the
Project. The provisions of this Agreement concerning the Public Parking Easement and the benefits to be
received by the City and Agency from the Public Parking Easement are in the best interests of the City
and the Agency and the health, safety,morals and welfare of the City's taxpayers and residents and are in
accordance with public purposes set forth in federal, state and local law and regulation. implementation
of provisions in this Agreement concerning the Public Parking Easement will further the goals and
objectives of the Redevelopment Plan,Implementation Plan, General Plan and Specific Plan.
3.1 Public Parking Easement. Within ten (10) days after approval of the certificate of
occupancy for the Project, Stater shall grant to the City and the Agency a non-exclusive public parking
easement over the Public Parking Easement Area for the limited propose of public parking, including all
rights of ingress and egress. The Public Parking Easement shall be conveyed from Stater to the City and
the Agency by a deed in a form reasonably acceptable to Stater,the City and the Agency. Neither the City
nor the Agency shall use the Public Parking Easement for any other purpose but for the purposes set forth
herein,unless the City and the Agency provide Stater with thirty(30) days prior written notice and Stater
consents thereto in writing. The Public Parking Easement shall become effective on the date of
recordation of the deed granting the Public Parking Easement and shall expire five (5) years thereafter.
Upon the expiration of the Public Parking Easement term the Public Parking Easement shall
automatically terminate without further action by the Parties hereto, but any Party shall, promptly after
receiving a written request therefor, execute and deliver a termination agreement in recordable form and
otherwise reasonably satisfactory to all Parties. Neither the City nor the Agency shall have the right to
assign, transfer, sublease or encumber (or otherwise transfer) the Public Parking Easement or assign. in
any manner,their rights concerning the Public Parking Easement under this Agreement. This Agreement
is not intended to grant a fee interest in the Public Parking Easement Area,nor is it intended to be a lease
or license. The foregoing notwithstanding, Stater may from time to time to accommodate its business
needs, relocate the Public Parking Easement Area to other portions of the Stater Property. Such
relocation shall be subject to the prior written approval of the City and the Agency, which approval shall
not be unreasonably withheld or delayed. Such relocation shall conform to all applicable laws and
regulations governing the Project and the conduct of business thereon.
3.2 Public Parking Easement Purchase Price. The City and Agency shall pay to Stater the
Public Parking Easement Purchase Price quarterly on April 1. July 1. October 1 and December 31,
respectively of each year during the five (5)year tern. in the amount of$12.250.00 per quarter.
7
4. Event of Default;Remedies; Termination.
4.1 Event of Default. Each of the following shall constitute an"Event of Default:"
4.1.1 Failure by a Party to comply with and observe any of the conditions, terns, or
covenants set forth in this Agreement,if such failure remains uncured thirty(30) days after written notice
of such failure from the non-defaulting Party to the defaulting Party with respect to a default that cannot
be cured within thirty (30) days, if the defaulting Party fails to commence such cure within such thirty
(30) day period or, thereafter, fails to diligently and continuously proceed with such cure to completion.
However, if a different period, notice requirement. or remedy is specified under any other section of this
Agreement, then the specific provision shall control.
4.1.2 Any representation or warranty contained in this Agreement or in any
application,financial statement invoice, certificate,or report submitted pursuant to this Agreement proves
to have been incorrect in any material respect when made.
4.2 Remedies. In general, the City, Agency and Stater may pursue any remedy at law or
equity available for the breach of any provision of this Agreement. including consequential damages.
4.3 Stater Right To Terminate. Prior to the payment of any portion of the Economic
Development Covenant Payment by the City or the Agency to Stater, Stater shall have the right to
terminate this Agreement for convenience upon ninety(90)days prior written notice.
4.4 Rights and Remedies Not Exclusive. Unless prohibited by law or otherwise provided by
a specific term of this Agreement, the rights and remedies of the Parties under this Agreement are
nonexclusive and all remedies under this Agreement may be exercised individually or cumulatively.
Upon any Party's Event of Default, in addition to those remedies expressly granted in this Agreement,the
Parties shall also have the right to seek all other available legal and equitable remedies,including, without
implied limitation, general and consequential damages.
4.5 Jurisdiction and Venue. The Parties each acknowledge and agree that this Agreement is
entered into in, is to be fully performed in and relates to real property located in the City and the County
in the State of California.
5. Mortgage Protection. The Parties hereto agree that this Agreement shall not prevent or limit
Stater, in any manner, at Stater's sole discretion, from encumbering the Stater Property or any portion
thereof or any improvement thereon by any mortgage, deed of trust or other security device securing
financing with respect to the Stater Property. The City and the Agency acknowledge that the lenders
providing such financing may require certain Agreement interpretations and modifications and agrees
upon request, from time to time, to meet with Stater and representatives of such lenders to negotiate in
good faith any such request for interpretation or modification. The City and the Agency will not
unreasonably withhold their consent to any such requested interpretation or modification provided such
interpretation or modification is consistent with the intent and purposes of this Agreement and provided
further that no term, condition or covenant of this Agreement is made subordinate to the rights or interests
of such lenders.
8
5.1 Mortgagees. Any mortgagee of the Stater Property shall be entitled to the following
rights and privileges:
5.1.1 Neither entering into this Agreement nor a breach of this Agreement shall defeat,
render invalid,diminish or impair the lien of any mortgage on the Stater Property made in good faith and
for value,unless otherwise required by law.
5.1.2 The mortgagee of any mortgage or deed of trust encumbering the Stater Property,
or any part thereof which mortgagee, has submitted a request in writing to the City and the Agency in the
manner specified herein for giving notices, shall be entitled to receive written notification from the City
and the Agency of any default by Stater in the petfonnance of Stater's obligations under this Agreement.
5.1.3 If the City or the Agency timely receives a request from a mortgagee requesting a
copy of any notice of default given to Stater under the terms of this Agreement,the City or the Agency,as
the case may be, shall provide a copy of that notice to the mortgagee within ten(10) days of sending the
notice of default to Stater. The mortgagee shall have the right, but not the obligation,to cure the default
during the remaining cure period allowed such party under this Agreement.
5.1.4 Any mortgagee who comes into possession of the Stater Property, or any part
thereof,pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall
take the Property,or part thereof, subject to the terms of this Agreement.
5.2 Estoppel Certificates. The City and Agency shall execute, acknowledge and deliver to
Stater and/or to any mortgagee,promptly upon request.its certificate certifying: (i)that this Agreement is
unmodified and in full force and effect(or, if there have been modifications, that this Agreement is in full
force and effect, as modified, and stating the modifications), (ii) whether there are then existing any
charges or defenses against the enforcement by the Agency of any agreement. covenant or condition
hereof on the part of Stater to be performed or observed(and,if so, specifying the same), and(iii)whether
there are then existing any defaults by Stater in the performance or observance by Stater of any
agreement, covenant or condition hereof on the part of Stater to be performed or observed and whether
any notice has been given to Stater of any default which has not been cured (and. if so. specifying the
same). Any such certificate may be relied upon by a mortgagee or trustee under a deed of trust of the
Stater Property or any part thereof.
6. Miscellaneous Provisions.
6.1 Notices. Demands, and Communications Between and Among the Parties. Any and all
notices, demands,or communications submitted by any Party to any other Party or Parties pursuant to or
as required by this Agreement shall in writing and shall be delivered in person.by a nationally recognized
overnight delivery service, or by registered or certified United States Mail,postage prepaid,return receipt
requested, to the principal office of the Party,as designated in this Section 6.1.
To Stater: Stater Bros.Markets
301 South Tippecanoe Avenue
San Bernardino.CA 92408
Attention: Michael Slaton,Senior Director—Real Estate
909.733.5002(Phone)
909.733.4002(Facsimile)
With a copy to: Varner&Brandt LLP
3750 University Avenue. Suite 610
9
Riverside.CA 92501
Attention: Sean S.Varner,Esq.
951.274.7777 (Phone)
951.274.7770(Facsimile)
To City: City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92313
Attention: Betsy M.Adams,City Manager
909.430.2245 (Phone)
909.783.7629 (Facsimile)
With a copy to: City Attorney
22795 Barton Road
Grand Terrace, CA 92313
909.430.2245(Phone)
909.783.7629(Facsimile)
To Agency: City of Grand Terrace Redevelopment Agency
22795 Barton Road
Grand Terrace,CA 92313
Attention:Joyce Powers.Community&Economic Development Director
909.430.2247 (Phone)
909.783.2600(Facsimile)
With a copy to: Agency Attorney
22795 Barton Road
Grand Terrace, CA 92313
909.430.2245 (Phone)
909.783.7629(Facsimile)
6.2 Entire Agreement. This Agreement sets forth and contains the entire understanding and
agreement of the Parties, and there are no oral or written representations, understandings or ancillary
covenants, undertakings or agreements that are not contained or expressly referred to herein. No
testimony or evidence of any such representations.understandings or covenants shall be admissible in any
proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.
6.3 Severability. If any term provision, covenant or condition of this Agreement shall be
determined invalid. void or unenforceable, the remainder of this Agreement shall not be affected thereby
to the extent such remaining provisions are not rendered impractical to perform taking into consideration
the purposes of this Agreement.
to
6.4 Interpretation and Governing Law. This Agreement and any dispute arising hereunder
shall be governed and interpreted in accordance with the procedural and substantive laws of the State of
California, without regard for conflict of laws principles. This Agreement shall be cons[med as a whole
according to its fair language and common meaning to achieve the objectives and purposes of the Parties
hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting
Party shall not be employed in interpreting this Agreement,all Parties having been represented by counsel
in the negotiation and preparation hereof.
6.5 Section Headings. All section headings and subheadings are inserted for convenience
only and shall not affect any construction or interpretation of this Agreement.
6.6 Singular and Plural. As used herein,the singular of any word includes the plural.
6.7 Incorporation of Recitals. The Recitals set forth in this Agreement are incorporated into
this Agreement.
6.8 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions
of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the
other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by
the other Party with the tents of this Agreement thereafter.
6.9 No Third Party Beneficiaries. This Agreement is made and entered into for the sole
protection and benefit of the Parties and their successors and assigns. No other person shall have any
right of action based upon any provision of this Agreement.
6.10 Enforced Delay. Time is of the essence in the performance of the obligations of the City,
the Agency and Stater under this Agreement. In addition to specific provisions of this Agreement,
providing for extensions of time, times for performance under this Agreement shall be extended where
delays in performance are due to war, terrorism, insurrection; any form of labor dispute; lockouts; riots;
floods; earthquakes; fifes: acts of God or of third parties; third party litigation or orders and judgments of
courts of competent jurisdiction; acts of a public enemy; acts of governmental authorities; epidemics;
quarantine restrictions; and freight embargoes (collectively, "Enforced Delays"); provided, however, that
the Party claiming the extension notify the other Party of the nature of the matter causing the default; and
provided fiuther, that the extension of time shall be only for the period of the Enforced Delay. In no
event shall any Party be deemed to be in default under this Agreement because of an Fnforced Delay.
6.11 Mutual Covenants. The covenants contained herein are mutual covenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the
covenants to be performed hereunder by such benefited Party.
6.12 Successors in Interest. The burdens of this Agreement shall be binding upon. and the
benefits of this Agreement shall inure to, all successors in interest to the Parties to this Agreement.
6.13 Execution in Counterparts. Each person executing this Agreement on behalf of the City,
the Agency and Stater warrants and represents that he or she each has the authority to execute this
Agreement on behalf of his or her municipal corporation, public body, corporation, partnership or
business entity and warrants and represents that he or she has the authority to bind his or her municipal
corporation, public body. corporation.partnership or business entity to the performance of its obligations
hereunder. This Agreement may be executed in three (3) or more counterparts, each of which shall be
deemed an original,and all of which shall constitute but one(I)and the same instnunent.
11
6.14 Obligations of the City and the Agency are Separate and Distinct. The City's obligations
and the Agency's obligations under this Agreement are separate and distinct.
6.15 Protect as a Private Undertaldne. It is specifically understood and agreed by and between
the Parties hereto that the development of the Project is a private development, that neither Party is acting
as the agent of the other in any respect hereunder,and that each Party is an independent contracting entity
with respect to the terms, covenants and conditions contained in this Agreement. No partnership,joint
venture or other association of any kind is formed by this Agreement.
6.16 Further Actions and Instruments. Each of the Parties shall cooperate with and provide
reasonable assistance to the other to the extent contemplated hereunder in the performance of all
obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the
request of either Party at any time, the other Party shall promptly execute, with acknowledgment or
affidavit if reasonably required, and file or record such required insttmnents and writings and take any
actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to
fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by
this Agreement.
6.17 Attorneys' Fees. In the event of the bringing of an arbitration, action or suit by a Party
against another Party by reason of any breach of any of the covenants or agreements or any intentional
inaccuracies in any of the representations and warranties on the part of the other Party arising out of this
Agreement or any other dispute between the Parties concerning this Agreement then, in that event, the
prevailing Party in such action or dispute,whether by final judgment or arbitration award, shall be entitled
to have and recover of and from the other Party all costs and expenses of suit or claim, including
reasonable attorneys' fees and expert witness fees. Any judgment, order or award entered in any final
judgment or award shall contain a specific provision providing for the recovery of all costs and expenses
of suit or claim. including reasonable attorneys' fees and expert witness fees (collectively, "Costs")
incurred in enforcing.perfecting and executing such judgment or award. For the purposes of this Section
6.17. Costs shall include, without implied limitation, attorneys' and experts' fees, costs and expenses
incurred in the following: (i) post judgment motions and appeals, (ii) contempt proceedings, (ii)
garnishment, levy and debtor and third Party examination; (iv) discovery; and (v) bankruptcy litigation
This Section 6.17 shall survive any termination of this Agreement.
6.18 Informal Dispute Resolution. The Parties shall attempt in good faith to resolve any
differences, controversy or claim arising out of or relating to this Agreement promptly by negotiations
between senior officials of the Parties who have authority to settle the difference or controversy. The
disputing Party may give the other Party written notice that a dispute exists between them so that the
provision of Sections 6.18.1 and 6.18.2 shall apply("Dispute Notice").
6.18.1 Within twenty (20) days after receipt of a Dispute Notice, the receiving Party
shall submit to the disputing Party a written response. The Dispute Notice and response shall include: (i)
a statement of each Party's position and a summary of the evidence and arguments supporting its position,
and(ii)the name and title of the official who shall represent that Party. The senior officials shall meet at
a mutually acceptable time and place or by telephone conference within thirty(30) days of the date of the
Dispute Notice. and thereafter as often as they reasonably deem necessary to exchange relevant
information and to attempt to resolve the dispute. In the event any Party fails to provide a response to a
Dispute Notice in accordance with this section or fails to cooperate in the scheduling of, or to attend,the
meetings, described above, to resolve the dispute. then, with respect to that Party, the Resolution Period
shall be deemed to have run so that the dispute may immediately be subject to arbitration in accordance
with Section 6.18.2.
12
6.18.2 If the matter has not been resolved pursuant to Section 6.18.1 within ninety (90)
days of the date of the Dispute Notice ("Resolution Period"), (which period may be extended by mutual
agreement), or if any Party will not participate in such procedure, either party may seek all legal and
equitable remedies to which it maybe entitled.
6.19 Compliance With Laws. Stater shall carry out the construction of the Project in
conformity with all applicable federal, state and local laws.
6.20 Nondiscrimination in Employment. Stater agrees that it shall not discriminate
against any employee or applicant for employment because of race, color, creed, religion, age,
sex,marital status,handicap, national origin or ancestry.
[Signatures on Following Pages]
13
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the last date set
forth below.
STATER
STATER BROS.MARKETS,
a California corporation
Date. /0 # By: 411111111..
J Lee
Its: • i t and Chief Operating Officer
Date. /07D By: •
Phi rp J.
Its: Executive Vice President,Chief Financial
Officer and Chief Accounting Officer
CITY
CITY OF GRAND TERRACE,
a California municipal corporati
o
n
Date. /0 /9-/()
Mary a Fene
Its: May
AGENCY
CITY OF GRAND TERRACE REDEVELOPMENT
AGENCY,
a California public body, corporate and politic
Date. /0 —/9— 0 B : t�<
Marye erre
Its: Chi rson
APPROVE AS TO FORM
John Harper, I and Agency Attorney
14
[END OF SIGNATURES]
15
EXHIBIT A
TO
ECONOMIC DEVELOPMENT AGREEMENT
Legal Description of Stater Property
[To Be Attached Behind This Page]
16
EXHIBIT "A"
STATER BROS. LAND:
IN THE CITY OF GRAND TERRACE, COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA, BEING A
PORTION OF LOTS 3 AND 4, SECTION 5,TOWNSHIP 2 SOUTH, RANGE 4 WEST, S.B.M., ACCORDING TO
MAP OF THE EAST RIVERSIDE LAND COMPANY, RECORDED IN BOOK 6, PAGE 44, OF MAPS, RECORDS OF
SAD COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 3; THENCE SOUTH 89'25'30' WEST 360.00 FEET
ALONG THE NORTH LINE OF SAID LOT TO THE NORTHERLY PROLONGATION OF THE EAST LINE OF THE
LAND GRANTED TO DENNIS D. JACOBSEN FAMILY HOLDINGS II, LLC, BY DEED RECORDED JULY 5, 2006
AS INSTRUMENT NO. 2006-455383, OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 00'29'04"
EAST 17.00 FEET ALONG SAID PROLONGATION TO THE NORTHEAST CORNER OF SAID LAND: THENCE
SOUTH 89'25'30" WEST 46.74 FEET ALONG THE NORTH LINE OF SAID LAND, BEING ALSO THE SOUTH
LINE OF BARTON ROAD, HAVING A HALF WIDTH OF 50.00 FEET; THENCE SOUTH 00'05'14 WEST 114.18
FEET; THENCE NORTH 90'00'00" WEST 38.63 FEET TO THE TRUE POINT OF BEGINNING OF THE LAND
DESCRIBED HEREIN, SAID POINT ALSO BEING ON THE SOUTH LINE OF PARCEL 2 AS SHOWN ON THAT
CERTIFICATE OF COMPLIANCE RECORDED DECEMBER 14, 2006 AS DOCUMENT NO. 2006-08 61 5 9 2;
THENCE CONTINUING NORTH 90'00'00" WEST 258.00 FEET TO THE SOUTHWEST CORNER OF SAID PARCEL
2; THENCE NORTH 00'05'14" EAST 111.21 FEET TO SAID SOUTH LINE OF BARTON ROAD, HAVING A HALF
WIDTH OF 50.00 FEET; THENCE SOUTH 89'25'30" WEST 276.38 FEET ALONG SAID SOUTH LINE TO THE
EAST LINE OF THE LAND GRANTED TO THE CURATOLO FAMILY TRUST OF 1989 AND THE PRITCHARD
FAMILY TRUST OF 1991, BY DEED RECORDED NOVEMBER 1, 1993 AS INSTRUMENT NO. 93-469760,
OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTH 00'26'18" EAST 158.00 FEET ALONG SAID EAST
LINE TO THE SOUTH LINE OF SAID LAND; THENCE SOUTH 89'25' 30" WEST 305.00 FEET ALONG SAID
SOUTH LINE TO THE EAST LINE OF MICHIGAN AVENUE, HAVING A HALF WIDTH OF 33.00 FEET; THENCE
SOUTH 00'26' 18" EAST 441.45 FEET ALONG SAID EAST LINE OF MICHIGAN AVENUE TO THE SOUTH LINE
OF SAID LOT 4, SAID POINT BEING ON THE NORTH LINE OF THE LAND GRANTED TO MONIQUE JACOBSEN,
BY DEED RECORDED APRIL 18, 2008 AS INSTRUMENT NO. 2008-0175252; SAID POINT ALSO BEING ON
THE NORTH LINE OF LOT 13, SECTION 5,TOWNSHIP 2 SOUTH, RANGE 4 WEST, S.B.M., ACCORDING TO
MAP OF THE EAST RIVERSIDE LAND COMPANY, RECORDED IN BOOK 6, PAGE 44, OF MAPS, RECORDS OF
SAID COUNTY; THENCE NORTH 89' 31' 21" EAST 642.47 FEET ALONG SAID SOUTH LINE TO THE
SOUTHWEST CORNER OF SAID LOT 3, SAID POINT ALSO BEING THE NORTHERLY RIGHT OF WAY LINE OF
LA PAIX STREET, 15.00 FEET IN HALF WIDTH, AS SHOWN ON MAP RECORDED IN BOOK 139, PAGES 47
AND 48 AND MAP RECORDED IN BOOK 148, PAGES 81 AND 82, BOTH OF MAPS, RECORDS OF SAID
COUNTY; THENCE NORTH 89'35'21" EAST 33.13 FEET ALONG THE SOUTH LINE OF SAID LOT 3; THENCE
NORTH 00'00'00" EAST 291.30 FEET; THENCE SOUTH 90'00' 00" EAST 159.02 FEET; THENCE NORTH
00'00' 00" EAST 197.17 FEET TO THE TRUE POINT OF BEGINNING.
THE ABOVE DESCRIBED LAND CONTAINS 8.70 ACRES, MORE OR LESS.
EXHIBIT B
TO
ECONOMIC DEVELOPMENT AGREEMENT
Project Site Plan
[Attached Behind This Page]
17
it—� era minas ! ... ._ I' I amm Ys NVld3311S °
1i�c
— +;---
i it
If Q
s
1 Y.— • J
�
: I • II � w �
o
i �" 2 4 In
iI!1 1 II.. �.i, I ( o i �°
a ill R -
o°Oo Inn
!�' 6 'IXi.—. — Ili 2p
�1111 IIIc4sJ1L
I: 4 u
y
I . • F '� `� m
I • a v. o
1 �. �a & eS '�°�
=iFl a [ u d v p
.
I ' WY Q
:s
•
III ,� ',. F. ;,0. i m m
N Q 3a
jo .
Is
, n
g o_ o :°4 . e° —
sa
31IN3AV NVDIRJIW
EXHIBIT C
TO
ECONOMIC DEVELOPMENT AGREEMENT
Public Parking Easement Area
[Attached Behind This Page]
18
.
1
1
1 I
w
Li
CC 1 =a =Q
a I a
w 4
` --1
l f L. n .��.�V ~ ,-
- u _ u
ti •�oHox�
\ I
`,
! Nikthhhhh. halal ww
Q LAI 1IONIR NIN,I jQ
°5'v ' \ ' aw:I\ 4x
CI-
1r! t
$ H + + t
i I '
I
�F � � t1 ° 'I Io � _ ! ♦ 1
i y y� I4
o J O ; r1
a
, 6I K -- •--•• 1 t its, co
H Qft - 1+ + +H+HI4 u
of 1 I
I T 1L1tk
I
I a 0
Da ww
aw
Lwa DQ
F-
I 4a
- Y' if---- '
fl IIIIIIIIIIM
•
•. Executive Offices: P.O. Box 150 • 301 S. Tippecanoe Ave., San Bernardino, California 92408 • (909) 733-5000
iy
(� Clerk
'ED
October 11, 2010 1
City of Grant Terrace Redevelopment Agency
22795 Barton Road
Grand Terrace, California 92313
Attention: Joyce Powers,Community& Economic Development Director
Re: Stater Bros. Market Grand Terrace(New)
(SEC Barton and Michigan,Grand Terrace, CA)
•Economic Development Agreement(EDA)
Dear Ms. Powers:
Enclosed are three (3) originals of the Economic Development Agreement, for the above-
referenced location, which has been executed for Stater Bros. Markets. Please return one
(1)fully executed original to me in the enclosed self-addressed envelope.
Thank you for your courtesy and cooperation in this matter.
Very truly yours,
STATER BROS.SUPERMARKETS
Mike Slat n
Senior Director of Real Estate
MS:Iw
Enclosures: (4)