Lewis Acquisition Company, LLC-2015-01 AGREEMENT NO. 2015-01
EXCLUSIVE NEGOTIATION AGREEMENT
THIS EXCLUSIVE NEGOTIATION AGREEMENT ("Agreement") is entered into by
and between (i) the CITY OF GRAND TERRACE, a public body, corporate and politic ("City"),
and (ii) LEWIS ACQUISITION COMPANY, LLC, a Delaware limited liability company
("Developer"). City and Developer may be referred to herein individually as a "Party" or
collectively as the"Parties."
RECITALS
WHEREAS, the Successor Agency for the Grand Terrace Community Redevelopment
Agency ("Successor Agency") owns certain properties, which are further described in Exhibit A
of this Agreement, ("Successor Agency Properties") which were acquired for the purpose of
developing a shopping center; and
WHEREAS, with the dissolution of redevelopment agencies in 2011, as part of the
winding up of the affairs of the Grand Terrace Community Redevelopment Agency, pursuant to
the Health & Safety Code, the Successor Agency was required to draft a Long Range Property
Management Plan ("LRPMP") to control the disposition of its real property assets, which
includes the Successor Agency Properties; and
WHEREAS, the LRPMP requires that the Successor Agency Properties be transferred to
the City for future development and also requires that the City enter into compensation agreements
with the Successor Agency's affected taxing entities prior to transferring the Successor Agency
Properties to Developer, as described by the Health& Safety Code; and
WHEREAS, the Health & Safety Code requires that the LRPMP be approved by the
California Department of Finance ("DOF') before the Successor Agency can begin the process of
transferring the Successor Agency Properties to the City; and
WHEREAS, the DOF has not yet approved the LRPMP; and
WHEREAS, Developer desires to acquire all or a portion of the Successor Agency
Properties,but understands that the above-mentioned process must first be followed and approved;
and
WHEREAS, Developer understands and acknowledges that, until the LRPMP is fully and
finally carried out and resolved, City is unable to commit contractually to negotiate exclusively
with any party for the Successor Agency Properties; and
WHEREAS, Developer understands and acknowledges that, until the transfer of the
Successor Agency Properties are finally carried out and resolved, City is unable to commit
contractually to convey the Successor Agency Properties to any party.
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NOW, THEREFORE, for valuable consideration, the receipt of which is hereby
acknowledged, City and Developer mutually agree as follows:
1. PURPOSE
The purpose of this Agreement is to provide for the negotiation by the parties of a
Disposition and Development Agreement ("DDA"), an Owner Participation Agreement
("OPA"), and/or other similar agreement providing for, among other things, the following:
A. Acquisition. Developer intends to acquire all or portions of the Successor Agency
Properties for economic development (collectively, the "City Properties"). In
addition and to the extent feasible, in Developer's sole discretion, Developer
intends to acquire some privately owned real property surrounding the City
Properties for economic development (collectively, the "Private Properties") (the
City Properties and the Private Properties are collectively referred to herein as the
"Properties"). The Properties will be developed in accordance with the General
Plan and a future "Specific Plan" (defined below) for commercial, industrial, retail,
restaurant, office, residential, entertainment, open space, parking uses and/or other
compatible uses (collectively, the "Project" as the same may be modified pursuant
to Paragraph I.B. below). The Project shall be subject to and consistent with the
requirements of the California Environmental Quality Act, related State Guidelines
and related local ordinances (collectively, "CEQA").
B. Coordination of the planning design and construction of the Project. The parties
intend at this time that the Project be developed and constructed as described
above. However, City and Developer recognize that some changes may be required
in the Project due to marketability, feasibility, ability to acquire surrounding
properties or agreements with existing property owners, etc. Developer shall
advise City of any changes it wishes to make in the Project design or phasing as
approved, and shall be responsible for public outreach, seeking community input,
and securing all necessary land use approvals which may be required.
C. City Assistance. The City may provide assistance in the form of financial
contributions, development fees, and/or improvements, in accordance with all
applicable legal requirements, for the development of public improvements
including, but not limited to, public parking, infrastructure and open space adjacent
to the Properties; provided however, none of the City assistance, if any, shall apply
to the Project.
D. The respective participation and responsibilities of Developer and City necessary to
further the purpose of developing the Project, including, but not limited to,
processing relevant fees, approvals and permits.
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2. EXCLUSIVE RIGHT TO NEGOTIATE
A. City hereby grants to Developer, and Developer hereby accepts, an exclusive right
to negotiate in accordance with the terms of this Agreement, for a period of nine(9)
months, commencing on the date that the LRPMP is approved by the DOF pursuant
to the Health & Safety Code (the "Approval Date") and continuing in full force
and effect until expiration, unless extended as provided in Paragraphs 3.J. and/or
3.K. of this Agreement, or until earlier termination pursuant to this Agreement. In
the event that Developer is unable to acquire any of the Properties for any reason
within the period set forth herein, Developer may either (i) terminate this
Agreement, or (ii) modify the Project description to exclude the portion of the
Properties Developer was unable to acquire. Notwithstanding the forgoing, in the
event that the City is unable to acquire any of the Successor Agency Properties
within the period set forth herein, this Agreement shall automatically terminate.
B. City and Developer agree, for the period set forth in this Paragraph 2, to negotiate
diligently and in good faith to prepare a DDA, OPA, or other similar agreement to
be entered into by City and Developer with regard to the purposes described above.
During the term of this Agreement, City agrees not to negotiate for the
development of the Properties, or any portion thereof, with any party other than
Developer, or to initiate any other development of the Properties or any portion
thereof.
C. In the event that Developer determines, in its sole and absolute discretion, that the
Project is not feasible, or that the parties are not likely to finalize and execute a
mutually agreeable DDA, OPA, or other similar agreement, Developer may
terminate this Agreement by delivering written notice thereof to City. Upon such
termination, all other obligations under this Agreement shall terminate.
3. TERMS AND CONDITIONS OF THE EXCLUSIVE NEGOTIATION AGREEMENT
City and Developer hereby agree to the following terms and conditions:
A. Financial Investment. City and Developer, in entering into this Agreement, have
directed their respective representatives to undertake negotiations regarding the
public and private investment required to accomplish the objectives intended by a
proposed DDA, OPA, or other similar agreement.
B. City's Right to Additional Information. City reserves the right, during the term of
this Agreement, to request reasonable additional information and data from
Developer necessary for review and evaluation of the proposed Project, related
agreements, financing, etc. Developer agrees to provide such additional
information or data as requested in a timely manner. All proprietary information
provided by Developer to City shall remain confidential to the extent permissible
by law.
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C. Hazardous Materials. City represents and warrants that: (i)the City has no actual
knowledge of any Hazardous Materials on, under or about the Successor Agency
Properties; (ii)that the City has no actual knowledge of any Hazardous Materials
that are or were generated, stored, released, or disposed of upon or in the Successor
Agency Properties in violation of any Hazardous Materials Laws; (iii)that City has
no actual knowledge that it has received any notice and has no actual knowledge of
any actual or alleged violation of Hazardous Materials Laws; and (iv)that the City
has no actual knowledge that the Successor Agency Properties do not currently, and
have not ever contained any underground storage tanks. City and Successor
Agency shall not be responsible for conducting or financing any testing of the
Properties for Hazardous Materials pursuant to any Hazardous Materials Laws. The
City and Successor Agency has not conducted any testing of the Successor Agency
Properties for any Hazardous Materials pursuant to any applicable laws, statutes,
rules and regulations. The term "actual knowledge" as used herein shall mean the
actual knowledge of current City staff as of the Effective Date of this Agreement.
As used in this Agreement, the term "Hazardous Materials" means hazardous
substances, hazardous waste, hazardous materials, toxic substances, contamination,
pollution and words of similar import which are located in, on, under or about the
Successor Agency Properties (including any improvements) which is the subject of
this Agreement, giving those terms the broadest meaning as accorded by statutes,
regulations and/or court decisions in the federal or State jurisdictions in which the
Successor Agency Properties are located. Such statutes, regulations and/or court
decisions are referred to in this Agreement as "Hazardous Materials Laws".
D. Schedule of Performance. City and Developer shall negotiate during the
Agreement period a schedule of performance consistent with the goals and
milestone dates and actions set forth on Exhibit B hereto ("Schedule of
Performance"). The time frames set forth in the Schedule of Performance are
estimates and the parties agree that so long as Developer is proceeding in good
faith, additional time for completion of one or more steps shall be provided as
reasonably agreed to by the parties.
E. Owner Participation Procedures. Notwithstanding this Agreement, the proposed
development of the Properties may be subject to any applicable owner participation
procedures established by state law or local ordinance.
F. Public Outreach and Stakeholder Contact. To ensure that the Project reflects
reasonable community interests and desires, Developer may conduct various
outreach efforts, including public meetings and individual contacts, to
communicate with and receive input from stakeholders in the Properties. Such
outreach process shall be done in coordination with the City. Those Stakeholders
include, but are not limited to, residents, business and property owners within and
adjacent to the Properties, as well as those who may be affected by impacts from
the proposed Project.
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G. Project Feasibility. During negotiations, Developer shall undertake and complete
its responsibilities and tasks necessary to define the scope of development, identify
the Project's development feasibility, and delineate each party's role and
obligations necessary to formulate a DDA, OPA, or other similar agreement.
Project feasibility shall be supported by an economic pro-forma analysis, which
should contain Developer's economic assumptions, site acquisition costs, hard
costs, soft costs, financing costs, and other appropriate financial information.
Developer shall also include a market analysis to validate that the Project (as
existing and/or as modified) would engender a reasonable level of return for
Developer. Project feasibility documents described above shall be submitted to
City by Developer within six (6) months following the Approval Date. City and
Developer each acknowledge that the task of developing a detailed timeline for
development of the Project and proposed Project financing plan is a deliberate
process requiring consideration of numerous elements. City and Developer further
acknowledge that the completion of this process may require the City and
Developer to consider various alternate structures for any future DDA, OPA, or
other similar agreement between them for acquisition and economic development
of the Properties, including but not limited to public/private financing programs,
with the potential for public agency financial and/or land contributions to the
Project, as well as, site acquisition and preparation, in order to promote the
economic development goals of the Project on terms that are economically feasible
and mutually satisfactory to both City on the one hand and Developer on the other
hand.
H. No Obligation by City. It is understood by Developer and City that nothing herein
shall obligate or be deemed to obligate City to approve or execute a DDA, OPA, or
other similar agreement, to commence any actions for voluntary or involuntary
acquisition of real or personal property, or any interest therein, or convey any
interest in any portion of the Properties to Developer. The parties understand and
agree that City cannot be obligated to approve or execute a DDA, OPA, or other
similar agreement, commence any action for acquisition or convey any interest in
any portion of the Properties to Developer unless and until, among other legal
requirements and as applicable, (i) CEQA requirements are met, (ii) all necessary
steps for acquisition are met, including but not limited to, offers to purchase, good
faith negotiations, DOF approvals, if applicable, and (iii) a DDA, OPA, or other
similar agreement satisfactory to City is first negotiated, executed by Developer,
approved by the City Council of City, in City's sole discretion, after duly noticed
public hearing, and executed by City, as appropriate. Developer acknowledges and
agrees that the Successor Agency is not a party to this Agreement. The parties all
agree to negotiate in good faith to accomplish the objectives described in this
Agreement.
I. Planning Costs and Expenses. If the parties are unable to reach agreements on a
DDA, OPA, and/or other similar agreement, City and Developer each shall bear
their own costs and expenses in connection with negotiating and finalizing this
Agreement. Should the parties reach agreement on a DDA, OPA, and/or other
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similar agreement, that agreement shall provide for all costs and expenses of the
City to be reimbursed by Developer as part of the purchase price of the Properties,
to include costs and expenses of negotiating and finalizing this Agreement and the
DDA, OPA, and/or other similar agreement.
J. Forty-Five Day Time Extension. If the proposed DDA, OPA, or other similar
agreement contemplated by this Agreement is timely executed by Developer and
delivered to City on or before the expiration date of this Agreement, then this
Agreement shall, without the payment of any additional negotiating fees or
penalties, be further extended for forty-five (45) days from the date of such
submission. This extension shall be for the sole purpose of enabling the City
Council to publish notices, make documents available for public review, hold
public hearings, consider statutorily required findings, and consider all other
discretionary or legally required actions necessary or appropriate in order to decide
whether or not to approve the proposed DDA, OPA, or other similar agreement. If
either City has not executed the proposed DDA, OPA, or other similar agreement
by such forty-fifth (45t) day, then this Agreement shall automatically terminate
without further notice unless the forty-five (45) day period has been extended by
prior written agreement of City and Developer.
K. Other Time Extensions. Prior to the expiration or termination of this Agreement
and with mutual agreement of Developer, the City Manager, or his or her designee,
may further administratively extend this Agreement in writing for up to two term
periods of three months each.
L. DDA, OPA, or other similar agreement to Supersede this Agreement. This
Agreement will be superseded by the DDA, OPA, or other similar agreement, if
and when the proposed DDA, OPA, or other similar agreement is executed by
Developer, approved by the City in the manner required by law, and executed by
City.
M. City Responsible for CEQA Compliance. City, at Developer's cost, shall be
responsible for complying with CEQA in connection with the Project and the
development of the Properties. Developer shall pay for the services of all necessary
consultants to comply with CEQA requirements (including, but not limited to, the
preparation and issuance of any required environmental impact report,
supplemental impact report, negative declaration or mitigated negative declaration).
Developer shall respond fully and in a timely manner to any and all reasonable
requests for information from City's consultants.
N. Real Estate Commissions. City shall not be liable for any real estate commissions
or brokerage fees which may arise in connection with purchase or sale of real or
personal property in the course of implementation of this Agreement and the DDA,
OPA or other similar agreement. Developer's affiliate, Lewis Operating Corp.
("LOC"), is licensed by the California Bureau of Real Estate ("CA BRE") under
CA BRE Broker Lic. # 01252241. LOC claims no commission or finder's fee in
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connection with this transaction. LOC's employee, Robert Martin (CA BRE
Broker Lic. # 00963777), represents Developer and claims no commission or
finder's fee in connection with this Agreement or the transactions contemplated
thereby. Each party agrees to indemnify, hold harmless, and defend the other party
from any claim by any broker, agent or finder retained, or claimed to have been
retained,by that first party.
O. Conflicts of Interest. For the term of this Agreement, no elected official or
employee of City, during the term of his or her office or service with City, shall
have any direct or indirect interest in this Agreement or obtain any present or
anticipated material benefit arising therefrom.
P. Assignment. Developer understands that City is entering into this Agreement
based on the prior experience and qualifications of Developer. Therefore,
Developer shall not assign, sell or otherwise transfer any or all of its rights under
this Agreement to any party without the prior written approval of the City.
Approval of reasonable assignment is at the sole discretion of the City. City
understands and acknowledges that in connection with finalizing and executing a
DDA, OPA, or other similar agreement, Developer may partner with additional
development, equity and debt persons and entities, will create new affiliate entities
to be the developer thereafter, and expects to continue as the manager of such
entities. Notwithstanding with foregoing, Developer intends to and may assign its
rights under this Agreement to an entity duly formed and authorized to conduct
business in California in which any or all of Richard Lewis, Robert Lewis, Roger
Lewis, Randall Lewis and John Goodman directly or indirectly own a controlling
interest.
Q. Indemnity. Developer agrees to defend (with counsel approved by City), hold
harmless and indemnify the Successor Agency, City, and each of their officers,
agents and employees (the "Indemnified Parties") from and against any and all
third party claims, causes of action, liabilities, damages,judgments, losses, costs or
expenses (including, without limitation, attorneys' fees) actually caused by or
resulting from Developer's acts or omissions pursuant to this Agreement; provided
that the obligations in this Paragraph 3.Q. shall not apply to any claims arising from
the negligence or willful misconduct of any of the Indemnified Parties; and
provided, further, that the obligations in this Paragraph 3.Q. shall apply only to the
extent damages are the result of negligent acts or omissions or willful misconduct
of Developer or Developer's agents, officers, owners or employees.
Notwithstanding this limitation, Developer agrees to defend or pay the reasonable
cost of defense of any action brought by any third party challenging the City's
ability to enter into this Agreement on any grounds whatsoever.
R. Governing Law. This Agreement shall be interpreted and enforced in accordance
with the provisions of California law in effect at the time it is executed, without
regard to conflicts of law provisions. Venue for any action commenced hereunder
shall be in a court of competent jurisdiction in the County of San Bernardino.
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S. No Third Party Beneficiaries. City and Developer expressly acknowledge and
agree that they do not intend, by their execution of this Agreement, to benefit any
persons or entities not signatory to this Agreement, including, without limitation,
any brokers representing the parties to this transaction. No person or entity not a
signatory to this Agreement shall have any rights or causes of action against either
City or Developer arising out of or due to City's or Developer's entry into this
Agreement, excepting only the Successor Agency and its officers and employees'
right to defense and indemnification set out above.
T. Attorneys' Fees. In the event any action is taken by either party to this Agreement
to enforce this Agreement, the prevailing party shall be entitled to recover from the
other party its reasonable attorneys' fees and costs.
4. TERMS TO BE NEGOTIATED
City and Developer shall meet on a monthly basis with each other in order to negotiate a
proposed DDA, OPA, or other similar agreement to include, without limitation, the
following provisions:
A. The development of a"Specific Plan"which will specify the following detail:
i. The distribution, location, and extent of the uses of land, including open
space, within the area covered by the Specific Plan.
ii. The proposed distribution, location, and extent and intensity of major
components of public and private roads, sewage, water, drainage, solid
waste disposal, dry utilities, and other essential facilities proposed to be
located within the area covered by the Plan and needed to support the land
uses described in the Specific Plan.
iii. Standards and criteria by which development will proceed, and standards
for the conservation, development, and utilization of natural resources,
where applicable.
iv. A program of implementation measures including regulations, programs,
public works projects and financing measures necessary to carry out the
scope identified in the Specific Plan.
All costs related to development of the Specific Plan will be prepared and
paid for by the Developer, including but not limited to a conceptual
circulation plan, sewer area plan, hydrology/drainage plan, water
improvement plan, grading plan, and an architectural design theme. The
Specific Plan consultant will be selected by the Developer, subject to the
approval of the City. The goal shall be to adopt a clear and concise Specific
Plan that affords sufficient specificity to provide a streamlined
administrative process for approving future projects within the Specific
Plan.
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B. The development of an Environmental Impact Report (EIR) by the City that will
include, but not be limited to, conducting the following studies: cultural,biological,
noise, traffic impact, and green-house gas/air quality. The EIR consultant shall be
selected by the City through the City's procurement procedures. The cost of
developing the EIR including all required studies will be paid for by the Developer.
C. A single master development plan comprised of multiple phases (Scope of
Development) that is functional, aesthetic, and minimizes conflicts with and is
sensitive to adjacent and nearby properties. Architectural and site design issues to
be resolved shall include, but are not limited to, architectural and landscape quality,
recreation and open space areas, access and circulation, determination of parcel
boundaries, on-site and off-site improvements, Properties-perimeter treatment,
landscape buffers,parking, signage, lighting, and easements, as applicable.
D. Implementation of the Project design to maximize compatibility with the abutting
and adjacent uses and to minimize negative impacts such as noise, light and traffic
intrusion.
E. Land acquisition procedures, the time schedule for conveyance, if any, of portions
of the Properties from City, the financing plan, and the cost of the Properties.
F. The timing and conditions precedent for the conveyance, if any, of the Properties or
any portion thereof to Developer.
G. Evidence of financial capacity reasonably satisfactory to the City, demonstrating
the ability to obtain financing sufficient to pay for acquisition and development of
the properties.
H. The performance guarantees, amount of liquidated damages and good faith deposit
to be required, if any. The proposed DDA, OPA, other similar agreement shall
require Developer to pay when due, on all those parcels owned by Developer, all
taxes, assessments, and special taxes levied on the Properties and all debt service
on all bonds outstanding from time to time which have a lien or encumbrance on
the Properties. Any unused deposit shall be returned to Developer upon completion
of the Project as evidenced by a Certificate of Completion issued by City.
I. A schedule of performance encompassing appropriate and necessary legal,
administrative, financial and construction benchmarks to be met by the appropriate
party-
J. Preparation by the Developer of a tract map subdividing the Properties into parcels
as appropriate and necessary for the Project.
K. The responsible party for all costs associated with the removal or remediation of
any potentially hazardous materials from the Properties and demolition of all
improvements on the Properties.
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L. Ownership of all plans, drawings and specifications prepared by Developer in the
event of termination of the DDA, OPA, or other similar agreement.
M. Operational and maintenance plans for the Project, including the parking and
common/open space areas.
N. A financing plan to address any financial participation by the City and any other
public agency.
O. Remedies for any default and repurchase of property transferred as part of any
DDA, OPA, or other similar agreement to Developer.
5 TERMINATION
Prior to expiration or termination of this Agreement, either party may terminate this
Agreement upon occurrence of a material default, and the failure to cure such default after
a thirty (30) day written notice to the other Party and opportunity to cure said default.
Default shall be evidenced by failure to timely perform any obligations under this
Agreement.
6. NOTICES
Any notice or other communication given or made pursuant to this Agreement shall be in
writing and shall be deemed given if(i) delivered personally or by courier, (ii) faxed, (ii)
sent by confirmed e-mail delivery, (iv) sent by overnight express delivery, or(v)mailed by
registered or certified mail (return receipt requested), postage prepaid, to a party at its
respective address set forth below (or at such other address as shall be specified by the
party by like notice given to the other party):
A. To City:
City Manager
City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92313
Tel: (909) 824-6621
FAX:
With copy to: Assistant City Manager
B. To Developer:
Attention: Mr. John M. Goodman
Lewis Acquisition Company, LLC
c/o Lewis Operating Corp.
1156 N Mountain Avenue
Upland, CA 91786
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P. O. Box 670
Upland, CA 91785-0670
Fax: (909) 949-6720
With copy to:
Lewis Operating Corp.
Attention: General Counsel
1156 N. Mountain Avenue
Upland, CA 91786
P. O. Box 670
Upland, CA 91785-0670
Fax: (909) 949-6725
7. ENTIRE AGREEMENT
This Agreement represents the entire agreement of the Parties and supersedes all
negotiations or previous agreements between the Parties with respect to any of the subject
matter hereof. This Agreement may not be amended unless agreed to in writing and
certified by the signatures of the Parties hereunder.
(BALANCE OF PAGE INTENTIONALLY LEFT BLANK.)
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8. EFFECTIVE DATE
This Agreement shall be effective on the last signature date set forth below.
CITY OF GRAND TERRACE
By:
Interim ity Manage
Dated:
APPROVED AS TO FORM:
By:
'kichard L. Adams II, City Attorney
Dated: �S
DEVELOPER
LEWIS ACQUISITION COMPANY, LLC,
a Delaware limited liability company
By: LEWIS OPERATING CORP.,
a California corporation- Its Manager
y: MAP)
John M. Goodman, Sr. VP/CEO/CFO
Dated: / / / 3/ 15
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EXHIBIT A
List of Successor Agency Properties
A.P.N.: 1167-141-08-0-000
Legal Description
PARCEL NO 7 OF PARCEL MAP 3803, AS PER PLAT RECORDED IN BOOK 49 OF PARCEL
MAPS, PAGE(S) 16 AND 17, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.
A.P.N.: 1167-151-22-0-0 0 0
Legal Description
EAST RIVERSIDE LAND CO SUB PTN LOTS 25 AND 26 LYING E OF SELY LI FLOOD
CONTROL EX S 161 FT E 100 FT SD LOT 26 AND EX PTN LOT 25 DESC AS COM AT
SW COR SD LOT TH N 89 DEG 33 MIN 07 SECONDS E ALG S LI SD LOT BEING
ALSO N LI VAN BUREN ST 139.34 FT TO TRUE POB TH N 40 DEG 53 MIN 11
SECONDS E 181 .12 FT TH N 89 DEG 33 MIN 07 SECONDS E 125 FT TH S 0 DEG 26
MIN 53 SECONDS E 136 FT TO N LI VAN BUREN ST TH S 89 DEG 33 MIN 07
SECONDS W ALG N LI VAN BUREN ST 244.62 FT TO POB AND EX RR R/W
A.P.N.: 1167-151-68-0-000
Legal Description
PTN SE 1/4 SEC 6 TP 2S R 4W AND PTN SW 1/4 SEC 5 TP 2S R 4W COM PT S LI SD
SE 1/4 SD PT BEING 50 FT E OF C/L AT& SF RR TH N 2 DEG 05 MIN 21 SECONDS E
1384.65 FT TO TRUE POB TH S 89 DEG 57 MIN 43 SECONDS E 266.45 FT TH N 00
DEG 02 MIN 17 SECONDS E 42.05 FT S 89 DEG 57 MIN 43 SECONDS E 439.66 FT S
00 DEG 02 MIN 17 SECONDS W 71.07 FT TO N LI PICO ST TH ALG SD N LI PICO ST
S 89 DEG 52 MIN 46 SECONDS E 70.00 FT TO TH LEAVING SD N LI PICO ST N 00
DEG 02 MIN 17 SECONDS E 141.01 FT TH N 89 DEG 52 MIN 46 SECONDS W 118.00
FT TH N 00 DEG 02 MIN 17 SECONDS E 1017.69 FT S 89 DEG 53 MIN 18 SECONDS
E 118.00 FT N 00 DEG 02 MIN 17 SECONDS E 100.00 FT N 89 DEG 53 MIN 18
SECONDS W 118.00 FT N 00 DEG 02 MIN 17 SECONDS E 46.07 FT TH S 65 DEG 59
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MIN 20 SECONDS W 354.73 FT TO BEG OF 248.00 FT RADIUS CURVE CONCAVE
SELY ALG SD CURVE THRU C/A 49 DEG 40 MIN 36 SECONDS AN ARC DISTANCE
215.02 FT TANGENT SD CURVE S 16 DEG 18 MIN 44 SECONDS W 660.07 FT AND S
02 DEG 05 MIN 21 SECONDS W 340.93 FT TO TRUE POB EX PTN DESC AS COM AT
SW COR SEC 5 TP 2S R 4W SD PT ALSO BEING C/L INTERSECTION MAIN ST AND
TAYLOR ST TH N 00 DEG 27 MIN 20 SECONDS E ALG C/L TAYLOR ST 1324.80 FT
TO C/L INTERSECTION TAYLOR ST AND PICO ST TH N 00 DEG 27 MIN 24
SECONDS E ALG SD C/L 163 FT TH S 89 DEG 32 MIN 26 SECONDS E 48 FT TO PT
ON ELY LI CERTAIN 15 FT STRIP CONVEYED TO SO CAL MOTOR ROAD CO
RECORDED 4/25/1988 IN BK 73 PG 345 OF DEEDS SD PT BEING TRUE POB TH S
89 DEG 32 MIN 36 SECONDS E 69.99 FT TH S 00 DEG 27 MIN 06 SECONDS E
163.16 FT TO C/L PICO ST TH N 89 DEG 27 MIN 57 SECONDS W ALG SD C/L 70 FT
TO INTERSECTION OF C/L PICO ST AND PROLONGATION SD 15 FT STRIP TH N 00
DEG 27 MIN 24 SECONDS E ALG SD PROLONGATION ALD ALG ELY LI SD 15 FT
STRIP 163.06 FT TO TRUE POB
A.P.N.: 1167-151-71-0-000
Legal Description
EAST RIVERSIDE LAND CO SUB LOT 41 AND WEST 1/2 LOT 42 SEC 5 TP 2S R 4W
EX WLY 15 FT SD LOT 41 AND EX W 85 FT S 141 .01 FT SD LOT 41 EX PTN LYING
SLY AND ELY OF FOIL DESC LI COM PT E LI SD LOT 42 AND N R/W LI PICO ST TH
N 00 DEG 29 MIN 04 SECONDS E 564.49 FT BEING TRUE POB SD LI TH N 89 DEG
28 MIN 20 SECONDS W 920.05 FT TH S 00 DEG 31 MIN 40 SECONDS W 404.39 FT
TO BEG TANGENT CURVE CONCAVE ELY RAD 50 FT RAD BEARS S 89 DEG 28
MIN 20 SECONDS E TH SLY AND SWLY ALG SD CURVE TO LEFT C/A 36 DEG 52
MIN 12 SECONDS ARC DIST 32.18 FT TO BEG REVERSE CURVE CONCAVE NLY
RAD 50 FT RAD BEARS S 53 DEG 39 MIN 29 SECONDS W TH SLY WLY AND NLY
ALG SD CURVE TO RIGHT THRU C/A 253 DEG 44 MIN 10 SECONDS ARC DIST
221 .44 FT TO NON TANGENT LI RAD BEARS S 52 DEG 36 MIN 21 SECONDS E TH N
89 DEG 27 MIN 57 SECONDS W 280.48 FT TO PT ON E LI 15 FT STRIP CONVEYED
TO SO CALIF MOTOR ROAD CO 4-25-88 BK 73 PG 345 OF DEEDS TH S 00 DEG 27
MIN 24 SECONDS W 196 FT TO PT ON S R/W PICO ST BEING PT TERMINATION SD
LI
Exclusive Negotiation Agreement
Lewis Acquisition Company Page 14 of 16
A.P.N.: 1167-151-74-0-000
Legal Description
LOT 39 AND LOT 40 OF EAST RIVERSIDE LAND COMPANY PER MAP RECORDED
IN BOOK 6, PAGE 44 OF MAPS, RECORDS OF SAN BERNARDINO COUNTY, STATE
OF CALIFORNIA;EXCEPTING THEREFROM THAT PORTION OF LOT 39 DESCRIBED
AS FOLLOWS:BEGINNING AT THE SOUTHEAST CORNER OF SAID LOT 39,-THENCE
NORTH 89 DEG 53'26" WEST ALONG THE SOUTH LINE OF SAID LOT 39, 329.78
FEET-,THENCE NORTH 00 DEG 04'28" EAST, 331.23 FEET;THENCE SOUTH 89 DEG
53'27" EAST, 329.85 FEET TO THE EAST LINE OF SAID LOT 39;THENCE SOUTH 00
DEG 05'10" WEST ALONG SAID EAST LINE, 331 .23 FEET TO THE POINT OF
BEGINNING ALSO EXCEPTING THEREFROM THAT PORTION OF LOT 40
DESCRIBED AS FOLLOWS-THE WEST 15 FEET OF SAID LOT 40 AS CONVEYED TO
THE SOUTHERN CALIFORNIA ROAD MOTOR COMPANY, RECORDED APRIL 25,
1888 IN BOOK 73, PAGE 345 OF DEEDS, RECORDS OF SAID COUNTY ALSO
EXCEPTING THEREFROM THE NORTH 100 FEET OF THE EAST 70 FEET OF THE
WEST 85 FEET OF SAID LOT 40
A.P.N.: 1167-161-03-0-000
Legal Description
EAST RIVERSIDE LAND CO SUB E 225 FT LOT 11 EX E 50 FT N 218.77 FT AND EX
W 85 FT S 130 FT 2.75 AC M/L
A.P.N.: 1167-161-04-0-0 0 0
Legal Description
EAST RIVERSIDE LAND CO SUB W 85 FT E 225 FT S 130 FT LOT 11 .25 AC M/L
Exclusive Negotiation Agreement
Lewis Acquisition Company Page 15 of 16
EXHIBIT B
SCHEDULE OF PERFORMANCE
1. City obtains DOF approval and Successor Agency transfers property to the City (City)
Timing: Effective Date of agreement
2. Define the Project Area — Developer researches adjoining properties, contacts property
owners and defines project boundaries based upon discussions with the City. (City and
Developer) Timing: 3 months from Effective Date
3. Preliminary land use analysis to determine the appropriate mix of uses (City and
Developer)Timing: 6 months from Effective Date
4. Conduct initial feasibility analyses to include preliminary infrastructure analysis, market
analysis and financial analysis Timing: 6 months from Effective Date
5. Determination of sales price based upon appraisal, appraisal reviews or other valuation
information pursuant to the approved LRPMP (City). Timing: 7 months from Effective
Date
6. Negotiation and execution of compensation agreements with taxing entities (City) Timing:
8 months from Effective Date
7. Develop draft DDA to incorporate provisions under Paragraph 4. (City and Developer)
Timing: (9 months from Effective Date)
Exclusive Negotiation Agreement
Lewis Acquisition Company Page 16 of 16