Agenda packet — Mayor and City Council, April 5, 2023 (part 1 of 16)

Mayor and City Council of the City of San Bernardino Page 1

CITY OF SAN BERNARDINO
AGENDA

FOR THE

REGULAR MEETING OF THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO,

MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE SUCCESSOR

AGENCY TO THE REDEVELOPMENT AGENCY, MAYOR AND CITY COUNCIL OF THE CITY OF SAN

BERNARDINO ACTING AS THE SUCCESSOR HOUSING AGENCY TO THE REDEVELOPMENT

AGENCY, AND MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO ACTING AS THE

HOUSING AUTHORITY, AND MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO

ACTING AS THE SAN BERNARDINO JOINT POWERS FINANCING AUTHORITY WEDNESDAY, APRIL 05, 2023
7:00 PM OPEN SESSION
FELDHEYM CENTRAL LIBRARY • SAN BERNARDINO, CA 92410 • WWW.SBCITY.ORG

Theodore Sanchez Helen Tran

Damon L. Alexander
COUNCIL MEMBER, WARD 1 COUNCIL MEMBER, WARD 7
MAYOR
Sandra Ibarra Charles E. McNeely
COUNCIL MEMBER, WARD 2 INTERIM CITY MANAGER
Juan Figueroa

Sonia Carvalho
COUNCIL MEMBER, WARD 3 CITY ATTORNEY
Fred Shorett

Genoveva Rocha
MAYOR PRO TEM, WARD 4 CITY CLERK
Ben Reynoso

COUNCIL MEMBER, WARD 5
Kimberly Calvin

COUNCIL MEMBER, WARD 6
Welcome to a meeting of the Mayor and City Council of the City of San Bernardino.

PLEASE VIEW THE LAST PAGES OF THE AGENDA FOR PUBLIC

COMMENT OPTIONS, OR CLICK ON THE FOLLOWING
LINK: TINYURL.COM/MCCPUBLICCOMMENTS
Please contact the City Clerk's Office (909) 3845002 two working days prior to the meeting for any requests for reasonable accommodation, to include interpreters.

To view PowerPoint presentations, written comments, or any revised documents for this meeting date, use this link: tinyurl.com/agendabackup. Select the corresponding year and meeting date folders to view documents.

Mayor and City Council of the City of San Bernardino Page 2

CALL TO ORDER

Attendee Name
Council Member, Ward 1 Theodore Sanchez
Council Member, Ward 2 Sandra Ibarra
Council Member, Ward 3 Juan Figueroa
Mayor Pro Tem, Ward 4 Fred Shorett
Council Member, Ward 5 Ben Reynoso
Council Member, Ward 6 Kimberly Calvin
Council Member, Ward 7 Damon L Alexander
Mayor Helen Tran
Interim City Manager Charles E. McNeely
City Attorney Sonia Carvalho
City Clerk Genoveva Rocha

7:00 P.M.

INVOCATION AND PLEDGE OF ALLEGIANCE

PUBLIC COMMENTS FOR ITEMS LISTED AND NOT LISTED ON THE AGENDA

CITY MANAGER UPDATE

MAYOR & CITY COUNCIL UPDATES/REPORTS ON CONFERENCES & MEETINGS

PRESENTATIONS

1. Proclamation for Volunteer Appreciation Month in the City of San Bernardino – April 2023 (All Wards) p. 11

APPOINTMENTS

2. Public Safety and Human Relations Commission Appointment of Byron J. Sims (Mayor’s Appointment) p. 13

3. Public Safety and Human Relations Commission Appointment of Kimberly Knaus (Mayor’s Appointment) p. 23

4. Downtown Advisory Committee Appointment of Amanda M. Moody (Mayor’s Appointment) p. 32

5. Measure S Citizens Oversight Committee Appointment of Mark Baxter (Mayor’s Appointment) p. 40

6. Charter Review Appointment of Timothy Prince (Mayor’s Appointment) p. 52

7. Planning Commission Appointment of Lisa Sherrick (Mayor’s Appointment) p. 62 Mayor and City Council of the City of San Bernardino Page 3

8. Planning Commission Appointment of Orlando Garcia (Mayor’s Appointment) p. 72

9. Arts and Historical Preservation Commission Appointment of James Smith (Mayor’s Appointment) p. 85

10. Arts and Historical Preservation Commission Appointment of Simeone N. Miller (Mayor’s Appointment) p. 94

11. Parks, Recreation and Community Services Commission Appointment of Joe Salas (Mayor’s Appointment) p. 106

12. Parks, Recreation and Community Services Commission Appointment of Nohemi Lopez (Mayor’s Appointment) p. 114

13. General Plan Advisory Committee appointment of Christian T. Shaughnessy (Mayor’s Appointment) p. 123

14. General Plan Advisory Committee appointment of Benjamin Pratt (Mayor’s Appointment) p. 133

15. Elected Official Compensation Advisory Board appointment of Malika Gardner (Mayor’s Appointment) p. 146

16. Personnel Commission Appointment of Emily J. Gonzales (Mayor’s Appointment) p. 165

17. Personnel Commission Appointment of Victor M. Arellano (Mayor’s Appointment) p. 172

CONSENT CALENDAR

18. Resolution Approving an Additional Extension to the Reciprocal Easement Agreement (REA) with El Corte Ingles, S.A., a Spanish Corporation (“ECI”) to Provide Parking at 300 North E Street, San Bernardino through January 31, 2024 (Ward 1) p. 176
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2023051, approving an additional extension to the Reciprocal Easement Agreement (REA) with El Corte Ingles, S.A., a Spanish Corporation (“ECI”) for parking through January 31, 2024, and finding the action exempt from CEQA.

19. Approve Amendment No. 2 to the Joint Exercise of Powers Agreement for the Inland Valley Development Agency, updating the structure, titles, and elections of its officer positions (All Wards) p. 388
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve Amendment No. 2 to the Joint Exercise of Powers Agreement for the Inland Valley Development Agency, updating the structure, titles, and elections of its officer positions.

Mayor and City Council of the City of San Bernardino Page 4

20. Approval of Commercial and Payroll Disbursements (All Wards) p. 444 Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California approve the commercial and payroll disbursements for March 2023.

21. Resolution Opting City into Additional National Opioid Settlements (All Wards) p. 482 Recommendation:

Adopt Resolution No. 2023052 of the Mayor and City Council of the City of San Bernardino, California, Authorizing the City Manager to Enter into the Settlement Agreements with Walgreens Co., Walmart, Inc., CVS Health Corporation/CVS Pharmacy Inc., Teva Pharmaceutical Industrials Ltd., and Allergan Finance LLC/Allergan Limited, Agreeing to the Terms of the StateSubdivision Agreements, an d Authorizing Entry into the State Subdivision Agreements with the Attorney General.

22. Amendment to Professional Services Agreements for Legal Services (All Wards) p. 3681
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California authorize the City Manager or designee to execute:

1. Second Amendment to the Professional Services Agreement with Atkinson, Andelson, Loya, Ruud and Romo for representation in the Karen Cervantes v. John Valdivia, et al., San Bernardino Superior Court Case No. CIVDS2012538;

2. Second Amendment to the Professional Services Agreement with Atkinson, Andelson, Loya, Ruud and Romo for representation in the Matthew Brown v. John Valdivia, et al., San Bernardino Superior Court Case No. CIVDS2025900;

3. Second Amendment to the Professional Services Agreement with Atkinson, Andelson, Loya, Ruud and Romo for representation in the Don Smith v. John Valdivia, City of San Bernardino, et al., San Bernardino Superior Court Case No.

CIVDSB2025375;

4. Second Amendment to the Professional Services Agreement with Atkinson, Andelson, Loya, Ruud and Romo for representation in the Jackie Aboud v. John Valdivia, et al., San Bernardino Superior Court Case No. CIVDS2013562;

5. Second Amendment to the Professional Services Agreement with Atkinson, Andelson, Loya, Ruud and Romo for the representation in the Mirna Cisneros v. John Valdivia, et al., San Bernardino Superior Court Case No. CIVDS2012926;

23. Adoption of Ordinance No. MC1614 (Annexation 33) (Ward 3) p. 3726 Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Ordinance No. MC1614 amending Ordinance No. MC1522 and levying special taxes to be collected during Fiscal Year 20232024 to pay the annual costs of the maintenance and servicing of landscaping, lighting, water quality improvements, graffiti, streets, street sweeping, parks and trail maintenance, a reserve fund for capital replacement, and administrative expenses with respect to City of San Bernardino Community Facilities District No. 20191 (Maintenance Services).

Mayor and City Council of the City of San Bernardino Page 5

24. Adoption of Ordinance No. MC1615 (Annexation 34) (Ward 3) p. 3736 Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Ordinance No. MC1615 amending Ordinance No. MC1522 and levying special taxes to be collected during Fiscal Year 20232024 to pay the annual costs of the maintenance and servicing of landscaping, lighting, water quality improvements, graffiti, streets, street sweeping, parks and trail maintenance, a reserve fund for capital replacement, and administrative expenses with respect to City of San Bernardino Community Facilities District No. 20191 (Maintenance Services).

DISCUSSION

25. Receive and File update regarding a Notice of Violation received from the State’s Housing and Community Development Division regarding the Cityowned former Carousel Mall property. (Ward 1) p. 3746
Recommendation:

It is recommended that the Mayor and City Council receive and file an update regarding a Notice of Violation (NOV) received from the State’s Housing and Community Development Division (HCD) regarding the Cityowned former Carousel Mall property.

PUBLIC HEARING

26. Public Hearing on Annexation No. 29 to Community Facilities District 20191 (Ward 3) p. 3813 Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California:

6. Hold a Public Hearing; and

7. Adopt Resolution No. 2023053 of the Mayor and City Council of the City of San Bernardino, California, calling an election to submit to the qualified electors the question of levying a special tax within the area proposed to be annexed to Community Facilities District No. 20191 (Maintenance Services) (Annexation No. 29); and

8. Hold a special landowner election and canvass the election; and

9. Adopt Resolution No. 2023054 of the Mayor and City Council of the City of San Bernardino, California, declaring election results for Community Facilities District No. 20191 (Maintenance Services) (Annexation No. 29); and

10. Introduce, read by title only, and waive further reading of Ordinance No. MC1616 of the Mayor and City Council of the City of San Bernardino, California, amending Ordinance No. MC1522 and levying special taxes to be collected during Fiscal Year 20232024 to pay annual costs of the maintenance and servicing of landscaping, lighting, water quality improvements, graf fiti, streets, street sweeping, parks and trail maintenance, a reserve fund for capital replacement, and administrative expenses with respect to City of San Bernardino Community Facilities District No. 20191 (Maintenance Services); and

11. Schedule the adoption of Ordinance No. MC1616 for April 19, 2023.

ITEMS TO BE CONSIDERED FOR FUTURE MEETINGS

27. Consider Appeal of MC1351 Crime Free MultiHousing Ordinance (All Wards) – Council Member Reynoso p. 3874

28. Comprehensive review of the City’s youth programs and their funding sources, brought to Council as a discussion item (All Wards) – Council Member Sanchez p. 3875

Mayor and City Council of the City of San Bernardino Page 6

ADJOURNMENT
The next joint regular meeting of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency will be held on April 19, 2023, at the Feldheym Central Library located at 555 West 6th Street, San Bernardino, California 92401.

Closed Session will begin at 5:30 p.m. and Open Session will begin at 7:00 p.m.

CERTIFICATION OF POSTING AGENDA
I, Genoveva Rocha, CMC, City Clerk for the City of San Bernardino, California, hereby certify that the agenda for the April 5, 2023, Regular Meeting of the Mayor and City Council and the Mayor and City Council acting as the Successor Agency to the Redevelopment Agency was posted on the City's bulletin board located at 201 North "E" Street, San Bernardino, California, at the San Bernardino Public Library located at 555 West 6th Street, San Bernardino, California, and on the City's website sbcity.org on Friday, March 31, 2023.

I declare under the penalty of perjury that the foregoing is true and correct.

Mayor and City Council of the City of San Bernardino Page 7

NOTICE:

In accordance with Resolution No. 201889 adopted by the Mayor and City Council on March 21, 2018, the following are the rules set forth for Public Comments and Testimony:

Public Comments and Testimony:

Rule 1. Public comment shall be received on a first come, first served basis. If the presiding officer determines that the meeting or hearing may be lengthy or complicated, the presiding officer may, in his or her discretion, modify these rules, including the time limits stated below.

Rule 2. All members of the public who wish to speak shall fill out a speaker' s reservation card and turn in the speaker reservation card to the City Clerk prior to the time designated on the agenda. Comments will be received in the order the cards are turned in to the City Clerk. Failure of a person to promptly respond when their time to speak is called shall result in the person forfeiting their right to address the Mayor and City Council.

Rule 3. The presiding officer may request that a member of the public providing comment audibly state into the microphone, if one is present, his or her name and address before beginning
comment. If that person is representing a group or organization the presiding officer may request that the speaker identify that group or organization, including that group or organization' s Address.

Rule 4. Notwithstanding the provisions of Rule 2 and 3 above, a person shall not be required to provide their name or address as a condition of speaking.

Rule 5. Time Limits:

5. 01 Each member of the public shall have a reasonable time, not to exceed three ( 3) minutes per meeting, to address items on the agenda and items not on the agenda but within the subject matter jurisdiction of the Mayor and City Council.

5. 02 Notwithstanding the time limits set forth in subsection 5. 01 above, any member of the public desiring to provide public testimony at a public hearing shall have a reasonable time, not to exceed ( 3) minutes, to provide testimony during each public hearing.

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Any member of the public desiring to speak to the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency concerning any matter not on the agenda but which is within the subject matter jurisdiction of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency may address the body at the end of the meeting, during the period reserved for public comments. Said total period for public comments shall not exceed 60 minutes, unless such time limit is extended by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. A threeminute limitation shall apply to each member of the public, unless such time limit is extended by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. No member of the public shall be permitted to "share" his/her three minutes with any other member of the public.

Speakers who wish to present documents to the governing body may hand the documents to the City Clerk at the time the request to speak is made.

The Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency may refer any item raised by the public to staff, or to any commission, board, bureau, or committee for appropriate action or have the item placed on the next agenda of the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency. However, no other action shall be taken nor discussion held by the Mayor and City Council and the Mayor and City Council Acting as the Successor Agency to the Redevelopment Agency on any item which does not appear on the agenda unless the action is otherwise authorized in accordance with the provisions of subdivision (b) of Section 54954.2 of the Government Code.

Public comments will not be received on any item on the agenda when a public hearing has been conducted and closed.

Mayor and City Council of the City of San Bernardino Page 9

PUBLIC COMMENT OPTIONS

Please use ONE of the following options to provide a public comment:

1) Written comments can be emailed to [email protected]. Written public comments received up to 4:00 p.m. on the day of the meeting (or otherwise indicated on the agenda) will be provided to the Mayor and City council and made part of the meeting record. They will not be read aloud unless you require an ADA accommodation.

Please note: messages submitted via email and this page are only monitored from the publication of the final agenda until the deadline to submit public comments. Please contact the City Clerk at 9093845002 or [email protected] for assistance outside of this timeframe.

2) Attend the meeting in person and fill out a speaker slip. Please note that the meeting Chair decides the cutoff time for public comment, and the time may vary per meeting. If you wish to submit your speaker slip in advance of the meeting, please submit your request to speak using the form on the following page: https://tinyurl.com/mccpubliccomments

3) REMOTE PARTICIPATION VIA ZOOM (For public comment only meeting will not be viewable on Zoom)

a) You can use a mobile phone or a landline to dial into a Zoom meeting.

i) Dial (669) 9006833. When prompted, enter the Meeting ID: 6778459453 Passcode:2023

The public may begin joining the meeting on Zoom or by callingin to be added to the speaker queue at 5:15 PM for Closed Session.

Once admitted to the Zoom Public Comment meeting to request to speak at the appropriate time:

ii) Dial *9 from your phone to raise your hand via Zoom If calling in staff will confirm the last four digits of the caller's phone number and unmute them, the caller must then press *6 to speak from their device. Callers are encouraged, but not required, to identify themselves by name. Each caller will be provided three (3) minutes to speak.

If you are calling in, please turn your volume down on your television or other devices to limit any feedback when you speak.

Continued next page...

8) Join the Meeting by clicking on the Zoom link below:

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https://us06web.zoom.us/j/6778459453?pwd=ZTkzdUJtcDMrbmFNQnVDSFhva XQxZz09

Meeting ID: 677 845 9453
Passcode:2023

You can also Go to Zoom.us and click "Join a Meeting" at the top.

Enter the Meeting ID: 6778459453
Passcode:2023

Public Hearings:

If you are commenting on a Public Hearing, please stay signed on to the Zoom session or sign on when the Public Hearing is announced. You will be prompted by staff when the item is being discussed.

PRESENTATIONS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Charles E. McNeely
Department: Mayor's Office
Subject: Proclamation for Volunteer Appreciation Month in the City of San Bernardino – April 2023 (All Wards)

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11 PROCLAMATION OF

THE MAYOR & CITY COUNCIL
PROCLAIMING APRIL 2023, AS

VOLUNTEER APPRECIATION MONTH IN THE CITY OF SAN BERNARDINO WHEREAS, the month of April has been designated nationally as Volunteer Appreciation Month to recognize the hard work, dedication and passion of volunteers and national service members throughout our nation; and
WHEREAS, last year, more than 60 million Americans gave their time in service to our nation, which is a testament to the compassion and generosity of the American spirit; and WHEREAS, the City of San Bernardino commemorates Volunteer Appreciation Month by recognizing and honoring its valued volunteers with the Proclamation; and WHEREAS, San Bernardino believes that government alone cannot meet all of our city’s needs, so we partner with businesses, faith-based organizations, non-profit organizations, foundations and individuals who serve in city government and in our community to make a difference; and WHEREAS, the City of San Bernardino is committed to encouraging volunteerism among its employees, citizens, partners, businesses and organizations and thanks all volunteers throughout the City of San Bernardino for their dedicated service; and THEREFORE, BE IT RESOLVED that, THE MAYOR & CITY COUNCIL OF THE CITY OF SAN BERNARDINO, do hereby designate the Month of April 2023, as Volunteer Appreciation Month in the City of San Bernardino and urge our residents to recognize the positive impact of volunteerism in our communities.

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12 APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Public Safety and Human Relations Commission
Appointment of Byron J. Sims (Mayor’s Appointment)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Mr. Byron J. Sims to the Public Safety and Human Relations Commission representing the Mayor’s appointment. Mr. Sims will replace Mr. Terry Elliot with the term ending December 2026. Council Staff has verified that the appointee is a registered voter within the City.

The commission is comprised of nine (9) members who serve at pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council member shall nominate one member who shall serve during and for the term of the nominating Council member, and the Mayor shall nominate two members who shall serve during and for the term of the Mayor.
2021-2025 Strategic Targets and Goals
The proposed commission appointment aligns with Key Target No. 2 Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality talent.

Fiscal Impact
No fiscal impact to the City.

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13 Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Mr. Byron J. Sims to the Public Safety and Human Relations Commission representing the Mayor‘s appointment. Mr. Sims will replace Mr. Terry Elliot with the term ending December 2026. Council Staff has verified that the appointee is a registered voter within the City.

Attachments
Attachment 1 - Commission Application – Mr. Byron J. Sims Attachment 2 - Resolution No. 2018-46
Ward:

All Wards
Synopsis of Previous Council Actions:

February 21, 2018 Resolution No. 2018-46 establishing the Public Safety and Human Relations Commission was adopted.

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22 APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Public Safety and Human Relations Commission
Appointment of Kimberly Knaus (Mayor’s
Appointment)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Mrs. Kimberly Knaus to the Public Safety and Human Relations Commission representing the Mayors appointee. Mrs. Knaus will replace Mr. Jesse Carrillo with the term ending December 2026. Council Staff has verified that the appointee is a registered voter within the City.

Background
The Public Safety and Human Relations Commission was established by Resolution No. 2018-46 on February 21, 2018 and is charged with studying and making recommendations to the Mayor and City Council on matters concerning the City’s law enforcement and fire services, emergency preparedness and traffic safety (including traffic law enforcement and traffic engineering). The commission is comprised of nine (9) members who serve at pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council member shall nominate one member who shall serve during and for the term of the nominating Council member, and the Mayor shall nominate two members who shall serve during and for the term of the Mayor.

2021-2025 Strategic Targets and Goals
The proposed commission appointment aligns with Key Target No. 2: Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality talent.

Fiscal Impact
No fiscal impact to the City.

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23 Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Mrs. Kimberly Knaus to the Public Safety and Human Relations Commission representing the Mayors appointee. Mrs. Knaus will replace Mr. Jesse Carrillo with the term ending December 2026. Council Staff has verified that the appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Mrs. Kimberly Knaus Attachment 2 – Resolution No. 2018-46
Ward:

All Wards
Synopsis of Previous Council Actions:

February 21, 2018 Resolution No. 2018-46 establishing the Public Safety and Human Relations Commission was adopted.

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31 APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Downtown Advisory Committee Appointment of
Amanda M. Moody (Mayor’s Appointment)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Amanda M. Moody to the Downtown Advisory Committee representing the Mayor’s appointment with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Background
The Downtown Advisory Committee was established by Resolution No. 2021-88 on February 17, 2021.

Discussion
The Downtown Advisory Committee (DAC) is an advisory committee established by the Mayor and City Council to advise City staff, participating in public outreach and community forums, and making recommendations to the Planning Commission and the Mayor and City Council on various components of the overall project. Meetings of the DAC will be open and public in accordance with the Brown Act.

The DAC is comprised of nine (9) members who serve at pleasure of the Mayor and City Council. Pursuant to Resolution No. 2021-88, the Mayor shall appoint two (2) members and each City Council member shall nominate one (1) member. In accordance with the City Charter and the City's Municipal Code, appointees must be either a resident of the City of San Bernardino, or a non-resident business or property owner. Appointees should be able to clearly articulate the community perspective and/or the area of the City in which they live or conduct business. 2021-2025 Strategic Targets and Goals
The proposed commission appointment aligns with Key Target No. 2: Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains,

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32 and motivates the highest quality talent.

Fiscal Impact
No fiscal impact to City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Amanda M. Moody to the Downtown Advisory Committee representing the Mayor’s appointment with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Amanda M. Moody Attachment 2 - Resolution No. 2021-88
Ward:

All Wards
Synopsis of Previous Council Actions:

February 17, 2021 Resolution No. 2021-88 establishing the Downtown Advisory Committee was adopted.

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39 APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Measure S Citizens Oversight Committee
Appointment of Mark Baxter (Mayor’s Appointment)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Mark Baxter to the Measure S Citizens Oversight Committee representing the Mayor’s appointment. Mr. Baxter will fill a vacant seat with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Background
The Measure “S” Citizens Oversight Committee was established by Resolution No. 2020-248, replacing Measure “Z” Citizens Oversight Committee. The committee is charged with reviewing and reporting on the spending plan for the one percent general district sales tax generated under Measure S passed by voters on November 3, 2020, and verifying that the proposed expenditures are in accordance with the Measure S ballot language and the Mayor and Council’s adopted strategic goals and priorities. The Committee is also charged with reviewing and reporting annually on the results of the annual audit of the Measure S revenues and expenditures completed by an independent certified public accounting firm.

The commission is comprised of nine (9) members who serve at pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council member shall nominate one member who shall serve during and for the term of the nominating Council member, and the Mayor shall nominate two members who shall serve during and for the term of the Mayor.
2021-2025 Strategic Targets and Goals
The proposed commission appointment aligns with Key Target No. 2: Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality talent.

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40 Fiscal Impact
No fiscal impact to the City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Mark Baxter to the Measure S Citizens Oversight Committee representing the Mayor’s appointment. Mr. Baxter will fill a vacant seat with the term ending December 2026 . Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Mark Baxter
Attachment 2 – Resolution No. 2020-248
Ward:

All Wards
Synopsis of Previous Council Actions:

October 7, 2020 The Measure “S” Citizens Oversight Committee was established by Resolution No. 2020-248, replacing Measure “Z” Citizens Oversight Committee.

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51 APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Charter Review Appointment of Timothy Prince
(Mayor’s Appointment)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Timothy Prince to the Charter Review Committee representing the Mayor’s appointment. Timothy Prince will replace Paul Sanborn with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Background
The Charter Review Committee was established by Resolution No. 2017-243 on December 20, 2017 and is tasked with completing a periodic review of the City Charter to identify potential amendments that enhance clarity, efficiency, and the principles of the council-manager form of government.

The committee is comprised of nine (9) members who serve at pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council member shall nominate one member who shall serve during and for the term of the nominating Council member, and the Mayor.

2021-2025 Strategic Targets and Goals
The proposed commission appointment aligns with Key Target No. 2 Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality talent.

Fiscal Impact
No fiscal impact to City.

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It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Timothy Prince to the Charter Review Committee representing the Mayor’s appointment. Timothy Prince will replace Paul Sanborn with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Timothy Prince
Attachment 2 – Resolution No. 2017-243
Ward:

All Wards
Synopsis of Previous Council Actions:

December 20, 2017 Resolution No. 2017-243 establishing the Charter Review Committee was adopted.

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City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Planning Commission Appointment of Lisa Sherrick (Mayor’s Appointment)

Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Lisa Sherrick to the Planning Commission representing the Mayor’s appointment. Lisa Sherrick will replace Harmoni A. Morales with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Background
The Planning Commission was established under Municipal Code Chapter 2.22, Ordinance No. MC-1473, and is tasked with advising the Mayor, City Council and City staff on the physical development of the city, including zoning, building, land use and related matters.

The commission is composed of nine (9) members who serve at the pleasure of the Mayor and City Council. Pursuant to Chapter 2.17 of the Municipal Code, each City Council member shall nominate one member who shall serve during and for the term of the nominating Council member, and the Mayor shall nominate two members who shall serve during and for the term of the Mayor.

Fiscal Impact
No fiscal impact to City.

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It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Lisa Sherrick to the Planning Commission representing the Mayor’s appointment. Lisa Sherrick will replace Harmoni A. Morales with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment - Commission Application - Lisa Sherrick
Attachment - Ordinance No. MC-1473
Ward:

All Wards
Synopsis of Previous Council Actions:

March 7, 2018 Ordinance No. MC-1473 amending Chapter 2.22 of the San Bernardino Municipal Code Related to the Planning Commission was established.

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City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Planning Commission Appointment of Orlando
Garcia (Mayor’s Appointment)

Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Orlando Garcia to the Planning Commission representing the Mayor’s appointment. Orlando Garcia will fill a vacant position with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Fiscal Impact
No fiscal impact to City.

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It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Orlando Garcia to the Planning Commission representing the Mayor’s appointment. Orlando Garcia will fill a vacant position with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment – Commission application – Orlando Garcia
Attachment 2 – Ordinance No. MC-1473

Ward:

All Wards
Synopsis of Previous Council Actions:

March 7, 2018 Ordinance No. MC-1473 amending Chapter 2.22 of the San Bernardino Municipal Code Related to the Planning Commission was established.

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City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Arts and Historical Preservation Commission
Appointment of James Smith (Mayor’s Appointment)

Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of James Smith to the Arts and Historical Preservation Commission representing the Mayor’s appointment. James Smith will replace Alyssa Payne with the term ending December 2026. Council Staff has verified that the appointee is a registered voter within the City.

Background
The Arts and Historical Preservation Commission was established by Resolution No. 2018-97 on April 4, 2018 and is charged with advising the Mayor, City Council and City Staff on matters pertaining to the arts, culture, and historic preservation and heritage in the City. The commission is also charged with serving in an advisory capacity to the Planning Commission in making recommendations relating to the designation, preservation and protection of historical properties. Appointees to the commission must have relevant experience or knowledge of visual, performing, literary, and multi-media arts, cultural and architectural heritage or other areas which relate to the mission and purpose of the commission.

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No fiscal impact to City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of James Smith to the Arts and Historical Preservation Commission representing the Mayor’s appointment. James Smith will replace Alyssa Payne with the term ending December 2026. Council Staff has verified that the appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – James Smith
Attachment 2 – Resolution No. 2018-97
Ward:

All Wards
Synopsis of Previous Council Actions:

April 4, 2018 Resolution No. 2018-97 establishing the Arts and Historical Preservation Commission was adopted.

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City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Arts and Historical Preservation Commission
Appointment of Simeone N. Miller (Mayor’s
Appointment)

Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Simeone N. Miller to the Arts and Historical Preservation Commission representing the Mayors appointment. Simeone N. Miller will replace Alfredo Quirarte with the term ending December 2026. Council Staff has verified that the appointee is a registered voter within the City.

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The proposed commission appointment aligns with Key Target No. 2 Focused, Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality talent.

Fiscal Impact
No fiscal impact to City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Simeone N. Miller to the Arts and Historical Preservation Commission representing the Mayors appointment. Simeone N. Miller will replace Alfredo Quirarte with the term ending December 2026. Council Staff has verified that the appointee is a registered voter within the City.

Attachments
Attachment – Commission application – Simeone N. Miller Attachment 2 – Resolution No. 2018-97

Ward:

All Wards
Synopsis of Previous Council Actions:

April 4, 2018 Resolution No. 2018-97 establishing the Arts and Historical Preservation Commission was adopted.

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APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Parks, Recreation and Community Services
Commission Appointment of Joe Salas (Mayor’s
Appointment)

Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Joe Salas to the Parks, Recreation and Community Services Commission representing the Mayor’s appointment. Joe Salas will replace Alfredo Quirarte with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Background
The Parks, Recreation and Community Services Commission was established by Resolution No. 2018-47 on February 21, 2018, and is charged with advising the Mayor, City Council and City Staff on matters pertaining to pertaining to parks, recreation, youth and senior affairs within the City. Appointees to the commission must have relative experience or knowledge in the area of parks, recreation services, youth and senior services or other areas which relate to the mission and purpose of the Commission.

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Fiscal Impact
No fiscal impact to City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Joe Salas to the Parks, Recreation and Community Services Commission representing the Mayor’s appointment. Joe Salas will replace Alfredo Quirarte with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Joe Salas
Attachment 2 – Resolution No. 2018-47
Ward:

All Wards
Synopsis of Previous Council Actions:

February 21, 2018 Resolution No. 2018-47 establishing the Parks, Recreation and Community Services Commission was adopted.

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Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Nohemi Lopez to the Parks, Recreation and Community Services Commission representing the Mayor’s appointment. Nohemi Lopez will replace Alissa Payne with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

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Fiscal Impact
No fiscal impact to City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Nohemi Lopez to the Parks, Recreation and Community Services Commission representing the Mayor’s appointment. Nohemi Lopez will replace Alissa Payne with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Nohemi Lopez
Attachment 2 – Resolution No. 2018-47
Ward:

All Wards
Synopsis of Previous Council Actions:

February 21, 2018 Resolution No. 2018-47 establishing the Parks, Recreation and Community Services Commission was adopted.

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APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: General Plan Advisory Committee appointment of Christian T. Shaughnessy (Mayor’s Appointment)

Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Christian T. Shaughnessy as a voting member to the General Plan Advisory Committee representing the Mayor’s appointment with the term ending December 2026. Christian T. Shaughnessy will fill a vacant seat with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Background
The General Plan Advisory Committee was established by Resolution No. 2021 -102 on January 20, 2021. Resolution No. 2021-02 was repealed on June 16, 2021 and replaced with Resolution 2021-154.

The General Plan Advisory Committee (GPAC) is an advisory committee established by the Mayor and City Council to assist with the update of the City's comprehensive General Plan. The General Plan Advisory Committee serves as an important component of the public participation program providing one of the primary communication channels for the community making recommendations to the Planning Commission and the Mayor and City Council. Meetings of the GPAC will be open and public in accordance with the Brown Act.

The General Plan Advisory Committee (GPAC) is comprised of a total of 16 members. Each City Council member will appoint two (2) members. One appointment will be a voting member and the other will be an alternate for each of the Council Wards. The Mayor will appoint two (2) at large representatives with one serving as a voting member and one serving as an alternate member. Appointees shall be residents of the City of San Bernardino. The perspective individuals should be able to clearly articulate the community perspective and/or the area of the City in which they

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Fiscal Impact
No fiscal impact to City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Christian T. Shaughnessy as a voting member to the General Plan Advisory Committee representing the Mayor’s appointment with the term ending December 2026. Christian T. Shaughnessy will fill a vacant seat with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Christian T. Shaughnessy Attachment 2 – Resolution No. 2021-154
Ward:

All Wards
Synopsis of Previous Council Actions:

January 20, 2021 Resolution No. 2021-02 establishing the General Plan Advisory Committee was adopted.

June 16, 2021 Resolution No. 2021-02 was repealed and replaced with Resolution No. 2021-154 changing the number of members
for the General Plan Advisory Committee identifying voting and alternate appointees.

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APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: General Plan Advisory Committee appointment of Benjamin Pratt (Mayor’s Appointment)

Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Benjamin Pratt as a voting member to the General Plan Advisory Committee representing the Mayor’s appointment with the term ending December 2026. Benjamin Pratt will fill a vacant seat with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

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Fiscal Impact
No fiscal impact to City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Benjamin Pratt as a voting member to the General Plan Advisory Committee representing the Mayor’s appointment with the term ending December 2026. Benjamin Pratt will fill a vacant seat with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Benjamin Pratt
Attachment 2 – Resolution No. 2021-154
Ward:

All Wards
Synopsis of Previous Council Actions:

January 20, 2021 Resolution No. 2021-02 establishing the General Plan Advisory Committee was adopted
June 16, 2021 Resolution No. 2021-02 was repealed and replaced with Resolution No. 2021-154 changing the number of members
for the General Plan Advisory Committee identifying voting and alternate appointees.

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APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Elected Official Compensation Advisory Board
appointment of Malika Gardner (Mayor’s
Appointment)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Malika Gardner as a voting member to the Elected Official Compensation Advisory Board representing the Mayor’s appointment with the term ending December 2026. Malika Gardner will fill a vacant seat with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Background
Section 306 of the City Charter provides that the Compensation for the Mayor and Council members shall be established by ordinance following a public hearing, giving due consideration to the recommendations of an advisory commission charged with the periodic review of compensation for City-elected officials. Compensation for the Mayor shall be commensurate with that for full-time position. No ordinance increasing such salaries shall be effective until the date of commencement of the terms of Council members elected at the next regular election.

Thereafter, the Mayor and City Council adopted San Bernardino Municipal Code Chapter 2.19 which establishes the Elected Official Compensation Advisory Commission and provides that the Commission shall consist of nine members who shall serve at the pleasure of the Mayor and City Council. Pursuant to the Municipal Code, each City Council member shall nominate one member who shall serve during and for the term of the nominating Council member, and the Mayor shall nominate two member who shall serve during and for the term of the Mayor.

2021-2025 Strategic Targets and Goals
The proposed commission appointment aligns with Key Target No. 2: Focused,

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Aligned Leadership and Unified Community by building a culture that attracts, retains, and motivates the highest quality talent.

Fiscal Impact
No fiscal impact to City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Malika Gardner as a voting member to the Elected Official Compensation Advisory Board representing the Mayor’s appointment with the term ending December 2026. Malika Gardner will fill a vacant seat with the term ending December 2026. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Malika Gardner
Attachment 2 – Ordinance MC-1463
Ward:

All Wards
Synopsis of Previous Council Actions:

February 21, 2018 Ordinance MC-1463 amended Title 2 of the San Bernardino Municipal Code 2.19, establishing the Elected Official
Compensation Advisory Commission.

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Gonzales (Mayor’s Appointment)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Emily J. Gonzales to the Personnel Commission. Emily J. Gonzales will replace Benito J. Barrios. Council Staff has verified that appointee is a registered voter within the City.

Background
The Personnel Commission was established under Charter Section 604 and is responsible for hearing appeals of disciplinary action filed by classified City employees.

The commission is composed of five (5) members who shall be appointed by a vote of the Mayor and entire City Council, as provided for in section 304(b) of the Charter, to serve without compensation.

On November 6, 2019, the Mayor and City Council approved the appointment of Benito J. Barrios to the Personnel Commission. Benito J. Barrios was previously nominated by the Mayor and serves at the pleasure of the Mayor and City Council.

Fiscal Impact
No fiscal impact to City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Emily J. Gonzales to the Personnel

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Commission. Emily J. Gonzales will replace Benito J. Barrios. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Emily J. Gonzales Ward:

All Wards

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APPOINTMENTS
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Helen Tran, Mayor
Department: Mayor's Office
Subject: Personnel Commission Appointment of Victor
M. Arellano (Mayor’s Appointment)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Victor M. Arellano to the Personnel Commission. Victor M. Arellano will replace Gil J. Botello. Council Staff has verified that appointee is a registered voter within the City.

Background
The Personnel Commission was established under Charter Section 604 and is responsible for hearing appeals of disciplinary action filed by classified City employees.

The commission is composed of five (5) members who shall be appointed by a vote of the Mayor and entire City Council, as provided for in section 304(b) of the Charter, to serve without compensation.

On October 2, 2019, the Mayor and City Council approved the appointment of Gil J.

Botello to the Personnel Commission. Gil J. Botello was previously nominated by the Mayor and serves at the pleasure of the Mayor and City Council.

Fiscal Impact
No fiscal impact to City.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, approve the appointment of Victor M. Arellano to the Personnel

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Commission. Victor M. Arellano will replace Gil J. Botello. Council Staff has verified that appointee is a registered voter within the City.

Attachments
Attachment 1 – Commission application – Victor M. Arellano

Ward:

All Wards

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CONSENT CALENDAR
City of San Bernardino
Request for Council Action
Date: April 5, 2023
To: Honorable Mayor and City Council Members
From: Charles E. McNeely, City Manager
By: Nathan Freeman, Agency Director of Community, Housing, and Economic Development
Department: Community, Housing, & Economic Development (CED) Subject: Resolution Approving an Additional Extension to the Reciprocal Easement Agreement (REA) with El Corte
Ingles, S.A., a Spanish Corporation (“ECI”) to Provide
Parking at 300 North E Street, San Bernardino through
January 31, 2024 (Ward 1)
Recommendation:

It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2023-051, approving an additional extension to the Reciprocal Easement Agreement (REA) with El Corte Ingles, S.A., a Spanish Corporation (“ECI”) for parking through January 31, 2024, and finding the action exempt from CEQA.

Background
The Harris Company, a California corporation, and the Redevelopment Agency of the City of San Bernardino, California, entered into a reciprocal easement agreement (REA) on December 24, 1970, to provide parking for the Harris Department store property located at 300 North E Street, San Bernardino. Under the REA, a 1.4-acre parcel of parking space located on the Central City Mall property (also known as the Carousel Mall) was designated as parking space for the Harris building.

Discussion
The REA, which expired on December 24, 2020, included an option to extend the agreement that was required to be exercised by March 24, 2021. The El Corte Ingles, S.A., a Spanish Corporation (“ECI”) now owns the property and requested an extension to the agreement through January 31, 2023, allowing time for the City and ECI to negotiate terms that will address the parking needs of ECI. The Mayor and City Council extended that option by Resolution 2021-272 on November 17, 2021. The City and ECI now wish to extend that option through January 31, 2024, including an option to

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extend the agreement one (1) additional year at the sole discretion of the City Manager, to January 31, 2025, should it be necessary.
2021-2025 Strategic Targets and Goals
The extension of the reciprocal easement agreement aligns with Strategic Target 3:

Improved Quality of Life, specifically 3(c) Economic Growth & Development to create a 21st century urban core.

Fiscal Impact
There is no financial impact associated with extending the option for the reciprocal easement agreement for parking through January 31, 2024.

Conclusion
It is recommended that the Mayor and City Council of the City of San Bernardino, California, adopt Resolution No. 2023-051, approving an additional extension to the Reciprocal Easement Agreement (REA) with El Corte Ingles, S.A., a Spanish Corporation (“ECI”) for parking through January 31, 2024, and finding the action exempt from CEQA.

Attachments
Attachment 1 Resolution 2023-051
Attachment 2 Resolution 2023-051; Exhibit A - Extension of Time to Exercise Option
Attachment 3 Resolution 10558
Attachment 4 Resolution 10558 - Original Agreement dated December 24, 1970
Ward:

First Ward
Synopsis of Previous Council Actions:

November 17, 2021 The Mayor and City Council approved Resolution No. 2021- 272, approving the extension of a reciprocal easement
agreement (REA) with El Corte Ingles, S.A., a Spanish
Corporation (“ECI”) for parking through January 31, 2023.

March 17, 2021 The Mayor and City Council approved Resolution No. 2021- 61, approving the extension of a reciprocal easement
agreement (REA) with El Corte Ingles, S.A., a Spanish
Corporation (“ECI”) for parking through January 31, 2022.

December 21, 1970 The Mayor and Common Council approved the execution of a reciprocal easement agreement (REA) with by Resolution No. 10558.

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Resolution No. 2023-051
Resolution 2023-051
April 5, 2023

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RESOLUTION NO. 2023-051

RESOLUTION OF THE MAYOR AND CITY COUNCIL OF

THE CITY OF SAN BERNARDINO, CALIFORNIA,

APPROVING AN ADDITIONAL EXTENSION TO THE

RECIPROCAL EASEMENT AGREEMENT (REA) WITH EL
CORTE INGLES, S.A., A SPANISH CORPORATION (“ECI”)
FOR PARKING THROUGH JANUARY 31, 2024, AND

FINDING THE ACTION EXEMPT FROM CEQA
WHEREAS, the Harris Company, a California corporation, and the Redevelopment Agency entered into an Option agreement (“Option”), on December 24, 1970, to provide parking for the Harris property located at 300 North E Street, San Bernardino; and WHEREAS, the Redevelopment Agency and the Harris Company entered into a Reciprocal Easement Agreement (“REA”) dated December 24, 1970; and WHEREAS, consistent with the provisions of the HSC, on January 9, 2012, the Mayor and City Council of the City of San Bernardino (“City”) elected to serve in the capacity of the Successor Agency to the Redevelopment Agency of the City of San Bernardino; and WHEREAS, pursuant to Health and Safety Code (the “HSC”) section 34172(a)(1), the Redevelopment Agency of the City of San Bernardino (“Redevelopment Agency”) was dissolved on February 1, 2012; and
WHEREAS, on August 11, 2016, in accordance with the dissolution of the Redevelopment Agency, the Property and Option were transferred to the City of San Bernardino; and WHEREAS, El Corte Ingles, S.A., a Spanish Corporation (“ECI”) is now the holder of the Option; and
WHEREAS, the REA expired under its own terms on December 24, 2020, and the Option to extend the agreement must be exercised by March 24, 2021; and WHEREAS, the City Council, acting in the capacity of the Successor Agency to the Redevelopment Agency of the City of San Bernardino, on March 17, 2021, approved an amendment extending the Option to January 31, 2022; and WHEREAS, ECI and the City continued to negotiate to arrive at a solution that satisfied the parking needs of ECI, and provided for the City to own the property subject to the Option; and WHEREAS, the City Council, acting in the capacity of the Successor Agency to the Redevelopment Agency of the City of San Bernardino, on November 17, 2021, approved an amendment extending the Option to January 31, 2023; and

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WHEREAS, the City and ECI desire to extend the REA to once more, to January 31, 2024, to complete the negotiations, including an option to extend the agreement 1 (one) additional year at the sole discretion of the City Manager, to January 31, 2025.

BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:

SECTION 1.The above recitals are true and correct and are incorporated herein by this reference.

SECTION 2. The City Manager, or designee, is hereby authorized and directed to execute the extension of the Reciprocal Easement Agreement on behalf of the City, attached hereto and incorporated herein as Exhibit “A”.

SECTION 3.The City determines that this Resolution is not subject to the California Environmental Quality Act (“CEQA”). Specifically, this Resolution does not authorize or approve any development or construction projects, but is limited to extending the time by which City and ECI may negotiate the parking component of the reciprocal Easement Agreement. Thus, this Resolution does not commit the City to any future action, nor does the action approve a particular project, or grant any specific approval that would have a direct or reasonably foreseeable indirect environmental impact pursuant to CEQA. (See 14 C.C.R. §§ 15060(c); 15378(b).) As such, the mere provision of this executed Resolution is not the approval of a “project” under the California Environmental Quality Act, and no further action under CEQA is required.

SECTION 4.Severability. If any provision of this Resolution or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect other provisions or applications, and to this end the provisions of this Resolution are declared to be severable.

SECTION 5. Effective Date. This Resolution shall become effective immediately.

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APPROVED and ADOPTED by the City Council and signed by the Mayor and attested by the City Clerk this 5 day of April 2023.

Helen Tran, Mayor
City of San Bernardino
Attest:

Genoveva Rocha, CMC, City Clerk
Approved as to form:

Sonia Carvalho, City Attorney

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CERTIFICATION

STATE OF CALIFORNIA )
COUNTY OF SAN BERNARDINO) ss

CITY OF SAN BERNARDINO )
I, Genoveva Rocha, CMC, City Clerk, hereby certify that the attached is a true copy of Resolution No. 2023-051, adopted at a regular meeting held on the 5 day of April 2023 by the following vote:

Council Members: AYES NAYS ABSTAIN ABSENT
SANCHEZ _____ _____ _______ _______
IBARRA _____ _____ _______ _______
FIGUEROA _____ _____ _______ _______
SHORETT _____ _____ _______ _______
REYNOSO _____ _____ _______ _______
CALVIN _____ _____ _______ _______
ALEXANDER _____ _____ _______ _______
WITNESS my hand and official seal of the City of San Bernardino this ___ day of ____________ 2023.

Genoveva Rocha, CMC, City Clerk

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Extension of Time to Exercise Option
(“Extension”)

This Extension is made and entered into by El Corte Ingles, S.A. a Spanish corporation (“ECI”) and the City of San Bernardino (“City”) on the Effective Date.

Recitals

1. The Harris Company, a California corporation, and the City of San Bernardino, California, entered into an Option, under the date of Dece mber 24, 1970, recorded in Book 7580, Page No 401 in San Bernardino County, California (“Option”).

2. ECI is the holder of the Option.

3. The predecessors of the City and ECI entered into a Reciprocal Easement Agreement (“REA”) dated December 24, 1970, recorded in Book 7580, Page No. 280 in San Bernardino County, California.

4. On August 11, 2016, in accordance with the dissolution of the Redevelopment Agency, the property and Option were transferred to the City of San Bernardino.

5. The REA expired under its own terms on December 24, 2020. The “Option” was required to be exercised by March 24, 2021 (“Lapse Date”) or the Option would be of no further force and effect unless exercised prior to the Lapse Date.

6. ECI and City are presently negotiating to arrive at a solution that satisfies the parking needs of ECI and provides for the City to own the property subject to the Option.

7. The City and ECI desire to extend the Lapse Date to January 31, 2024, including an option to extend the agreement 1 (one) additional year at the sole discretion of the City Manager, to January 31, 2025, which will allow time to complete the negotiations.

NOW, THEREFORE, in consideration of the foregoing Recitals, which Recitals are incorporated herein by this reference, and in consideration of the acts required to be taken by ECI and City, respectively, as set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants contained herein, the Parties hereby agree as follows:

A. Recitals. The Recitals are true and correct and are incorporated in full herein.

B. Lapse Date. The Lapse Date is extended to January 31, 2024, with an option to extend the agreement 1 (one) additional year at the sole discretion of the City Manager, to January 31, 2025

C. Notices. Any notice to be provided under this Extension must be in writing and shall

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be delivered (a) personally, (b) via certified or registered mail, postage prepared, or (c) via overnight courier (such as Federal Express). If personally delivered, receipt shall be deemed effective on the date of delivery. If sent via certified or registered mail, receipt shall be deemed effective forty-eight (48) hours after being deposited in the United States mail. If sent via overnight courier, receipt shall be dee med effective the next business day after the sending th ereof. Any notices shall be given to the Parties at the following addresses:

If to ECI: El Corte Ingles, S.A.
c/o Calle de Hermosilla 112, 2a Planta
28009 Madrid, Spain
Attn: Javier Catena, Director

with a copy to: Mark A. Ostoich, Esq.

Attorney at Law
660 Palisades Drive
Palm Springs, CA 92262

If to City City of San Bernardino
290 North D Street
San Bernardino, CA 92701
Attn: City Manager

with a copy to: City of San Bernardino
201A North E Street
San Bernardino, CA 92401
Attn: City Clerk

Either Party may change its address by written notice to the other given in the manner set forth above.

D. Time. Time is of the essence for each and every term, condition, covenant, obligation and provision of this Agreement.

E. Attorneys’ Fees. If either Party named herein brings an action or proceeding to enforce the terms hereof or declare right hereunder, the prevailing Party in any such action (or proceeding), on trial or appeal, shall be entitled to its reasonable attorneys’ fees to be paid by the non-prevailing Party as fixed by the Court.

F. Conflicts. In the event of a conflict between this Extension and any other document(s) executed or purposed to be executed between the Parties prior to the Effective Date, the provisions contained in this Extension shall in all instances govern and prevail.

G. Binding Effect. This Extension shall bind and inure to the benefit of the successors and Assigns of the respective Parties.

H. Waiver. No waiver by any Party at any ti me of any breach of any provision of this

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Extension shall be deemed a waiver or a breach of any other provision herein or consent to any subsequent breach of the same or another provision. If any action by any such Party shall require the consent or approval of another Party, such consent or approval of such action on any one occasion shall not be deemed a consent to, or approval of, such action on any sub sequent occasion or consent to or approval of any other action.

I. Governing Law: Venue. This Extension has been prepared, negotiated and executed in, and shall be construed in accordance with, the laws of the State of California. Any action or proceeding relating to or arising out of this Extension shall be filed, if a State action, in the Superior Court of the State of California for the County of San Bernardino, or if a federal action, in the United States District Court for the Central District of California.

J. No Third Party Beneficiary Rights. This Extension is entered into for the sole benefit of ECI and City and no other parties are intended to be direct or incidental beneficiaries of this Extension and no third party shall have any right in, under or to this Extension.

K. No Partnership. Each Party hereto will act as an independent contractor, and nothing contained in or arising out of this Agreement will be construed to imply or create any joint venture, partnership, agency or other relationship. The Parties agreed that no fiduciary relationship is created by this Extension.

L. Entire Agreement. This Extension constitutes the final, complete and exclusive statement of terms of the agreement between the Parties pertaining to the subject matter of this Extension and supersedes all prior and contemporaneous understandings or agreements of the Parties. No Party has been induced to enter into this Extension by, nor is any Party relying on, any representation or warranty outside those expressly set for in this Extension.

M. Amendment. No amendment or modification of any term or provision of this Extension shall be effective unless set forth in writing, signed by both City and ECI.

N. Counterparts; Facsimile Signatures. This Extension may be executed in counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. The Parties hereto intend to be bound by the signatures on the facsi mile or electronic document, and hereby waive any defenses to the enforcement of the terms of this Extension based on the use of a facsi mile or electronic signature; provided, however, that the P arties hereby agree to execute and provide to each other original signatures, upon the request made by either Party to the other.

O. Effective Date. As used in this Extension, the term “Effective Date” shall mean the date on which this Extension has been signed by both of the Parties.

[SIGNATURES ON THE NEXT PAGE]

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IN WITNESS WHEREOF, ECI and City have caused this Agreement to be executed as of last date written below.

“ECI”

EL CORTE INGLES, S.A., a Spanish Corporation

Date: By:

Javier Catena Gordo, Director of Real Estate
Its: Authorized Signer

“CITY”

City of San Bernardino

Date: By:

Name:

Title: _____________ _____________________

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j
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1 2
3 4
5 UCIWE C) FORTH, City Clerk
tt:. ,f .

RESOLUTION NO. / tJ. 5i5V" J<&
t. t-:(, d, dY:: ,dG/" pu1'

A RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUfHORIZING THE EXECUTION OF AN AGREEMENT BETWEEN

SAID CITY AND THE REDEVELOPMENT AGENCY, THE DEPARTMENT STORE

PARTIES AND THE DEVELOPER CONCERNING A RECIPROCAL EASEMENT AGREE- MENT ( REA) FOR CENTRAL CITY MALL, CENTRAL CITY PROJECT AREA NO. 1, CALIF. R- 79.

BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 6 OF SAN BERNARDINO AS FOLLOWS ~
7 8
9 10
11 12
13 14
15 16
17 18
19 20
21 22
23 24
25 26
27 28
29 30
31 32
SECTION 1. The Mayor of the City of San Bernardino is
hereby authorized and directed to execute on behalf of said City an agreement between said City and The Redevelopment Agency of the City of San Bernardino, California, John S. Griffith & Co., J. C. Penney Company, Inc., Monwar Property Corporation, The Harris Company, Upham Development Company, and Connecticut General Mortgage and Realty Investments, a reciprocal easement agreement REA) establishing the rights, privileges, obligations and duties of all of said parties in connection with the construction and continued operation of Central City Mall, Central City Project Area No. 1, Calif. R- 79, a copy of which is attached hereto, marked Exhibit " A" and referred to and made a part hereof as fully as though set forth at length.

I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernar- dino at ) /'
1:. t:}
meeting thereof, held on the~'
day of , l~ za, by the vote, to wit:

AYES~ Councilmen
NOES:

ABSENT~
I /
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I'" ~.....
of
T~ foregOi~ g resolution is hereby approved this ,~ 21~ fayALJ!.J" ~ " .. 1 LJ A / . 197 J......,. /;/:-~
l;;}
Cft:/ 2;;/Mayot'c4 the C~~ San ? rnardinoAppro~ e? , as ~. .

L/ C~~ :/ R
City At om y
S)

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When recorded mall this
Instrument to:

FIRST A
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REA
CENTRAL CITY MALL J:·3 ~ I •· '
SAN em ;~,;:~:.,o, c,,L::: ; .. : , ~::c1 SAN BE!{NARDINO, CALIFORNIA

RECITALS

ARTICLE I DEFINITIONS
Section 1.1 Project Area
Section 1.2 Penney Parcels
Section 1.3 Developer }arcels
Section 1.4 Agency Par~els
Section 1.5 Monwar Parcels
Section 1 .• 6 Harris Parcels
•
Section 1.7 Occup~t
'"' • Section 1.8 Party 794
.. ..-- .. ··
' ,
PAGg
1 4
4 4
4 4
.s
5 5
's
• ·section 1.9 Persons
Section 1.10 Permittees
Section 1.11 Parking Area
Secticn 1.12 common Areas
RECOP.OEO
AT REOU£ST
---
F1~·1 AMERICAN TITLE COMPANY
Section 1.13 Improvement Plans
Section 1.14 Project Architect
C' t . .... ec 1.on 1.15 Malls
Section 1.16 Floor Area
Section 1.17 Parking Garage
Section 1.18 Parkiqg·Index
1970 DEC 24 PM 4·;,0 ,
B(JOK 7580 PAGE280
Off'ICIAL RECOP.OS
SAN BERNAR01H:J CO. CALIF •
.;lZI. P: ·: . ..",::.
cou:-.:, ,L "' :..a
Section 1.19 Required Parking Index
Section 1.20 Unavoi3.able Delays
Section 1.21 Common Building Component
Section 1.22 Main Store Building
Section 1.23 TBA
Section 1.24 Store
Section 1.25 Departmerlt Stcre Parties
Section 1.26 Enclosed M~ll
Section 1.27 Terms
11 11
11 11
12 12
12 13
13 13 ..
14 14
14 I 14
~ ...
14 14
: 14 !
14 15
•
Section 1.28 Mortgage2 15 (<I)
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. .,
AR'l'ICLE II PROPERTY SUBJECT TO DECIARATION

ARTICLE III

ARTICLE IV
,

OPERATIONS AND USES
Section 3.] General Use
s +- • ec .. ion 3.2 Parking Area
Sectic>n 3.3 Common Areas
Section 3.4 Restrictions on Uses
Section 3.5 Permitted Uses
Section 3.6 Character of Development
Section 3.7 Prohibited
Nuisances
Operations and
REGULA'r ION OF' IMPROVEMENTS
Section 4.1
Section 4.2
Section 4.3
Section 4.4
Section 4.5
Section 4.6
Section 4.7
Sectio~ 4.8
Section 4.9
Minimum Parking RequirE~mentf;
Build ins L '.nes
Partial Construction
Excavation
Signs
Exterior Walls
Permitted Building Heights
I
Right to Alter
Common Building Compone!nts
Section 4.10 Right to Improve Property Con
taining Common Building Component
Section 4.11 Restriction Against Corrmercial
PAGE
15 (a)
15 15
15 17
18 19
20 20
21 2 J.
22 22
22 23
24 24
25 26
28 (b)
(b)
(b)
Enterprises 30
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R.10-21- 70
R.11-4- 70
R.11-16- 70
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\..i :, )1 BOOK 7580 PAGE 282

ARTICLE V EASEMENTS
Section 5.1
Section 5.2
Section 5.3
Section 5.4
Sect.ion 5.5
Section 5.6
Section 5.7
Easements for
Easerc,ents for
Easements for
Easements for
Components
EasE:1ments for
Ease-men ts for
Relocation of
. .,

PAGE ---
3v
Parkin9 30
Pedestrians 31
Access 32
I
Common Building
32 I
Utilities 32 t •
Construction 33 ' I
Utiliti.~s 33 (a)
Section 5.8 Termination of Easemeints 34 J

ARTICLE VI
Section 5.9 Conditions to Easements 34 (a) f

OPERATIOH, MAIN'I'ENANCE AND REPAIR OF PARKING
AREA AND OTHER COMMON AREAS 34 (a)
Section 6.1
Section 6.2
Section 6.3
Section 6.4
Section 6.5
Section 6.6
Operation,Maintenancei and Repair of
Parking Area and Public Mc lls 34 (a)
Operation, Maintenance and :~epa i:c of
Developer Mall Parcels 35
Non-Contribution by Devel~Jer
and Department Store Parties
Daf&ult by Agency and/or Developer
~xpiration of Citi Leases
Agency Operation Prior to
City Lease Terms
35 35
35 35
(a)
(d)
. (d)
ARTICLE VII IMPROVEHENT PLANS 3~
Section 7.1 Sche~·natic and Preliminary Plans
A.

B.
c.

Schematic Improvement Plans
Pre:iminary Improvemont Pl"ins
Modification of Im1-r >vement Plans
Store Plans
Plans fvr Parking Garage
Plans for Developer ImprovEiments
Approval of Plans
Section 7.2 Construction Plans and Specifi
cations for Parking Garage and
Common Areas
Section 7.3 Constrccticn Plans and Specifi
cations for Developer
Improvements
iii
36 36
37 39
41 41
42 42
43 43
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AR'fICLE VIII

ARTICLE IX

ARTICLE X

ARTICLE XI

ARTICLE XII
~~ ,/
Section 7.4 Construction Plans and Spec
ifications for Stores

GENERAL DESIGN DATA
Section 8.1 General Design Criteria
CONSTRUCTION AND OPENING o~• FLOOR ARB.A AND
COMMON AREAS IMPROVEMENrs
Section 9.1
Section 9.2
Section 9.3
Section 9.4
Depirtment Store Improvements
Developer Improvem,ents
Agency Improvements
Conditions Precedent to
Construction and Opening
A.

Conditions Precedent to Construction
Conditions Precedent to Opening
for Business
C. Tenancies
Section 9.S
Section 9.6
Separate Works of Improvements
When Ccnstruction Deemed
to Have Commenced
DEVELOPMENT OF FLOOR AREA AND COMMON ARBI\.S
Section 10.1 De\"eloper and Agency
Improvements
Section 10.2 Imprbvements of Department
Store Parties:

GENERAL CONSTRUCTION REQUIREMENTS

OPERATION
Section 12.1 Operation of Stores
A. Covanant with Respect • to Department Store
B • Type of Operation
iv
i~,,,,,L-·-
Pl\GE
44 45
45 46 ,(a)
46 (a)
48 48
49 (a)
' 49 (a);
50 51
I
51 (a)i
52 53
53 54
54 55
55 55
56 '
(a:)
(a)
(a)
(b)
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R.8-31-70

ARTICLE XIII

ARTICLE XIV

ARTICLE XV
C
Section 12.2
Section 12.3
Developer's Covenants
Rules and Regulations
DAMAGE, INSURANCE AND REP1'1..IR
Section 13.1 Indemnity and Liability
Insurance
Section 13.2 Extended CoveragE! Insur.ar.ce
Section 13.3 Obl~.gation to Repair
Section .1.3 • 4 Repair, Maintenance and
Restoration of Premises
Section 13.5 Waiver re casualty Losses

MISCELLANEOUS
Section 14 .1 Injunctive Relief
Section 14 .2 Self Help
1 ,' , j
Section 14 .3 Un~voidable Delays
Section 14 .4 Notice as Prerb~uisite
to Default
Section J.4. 5 Breach Shall not
Permit Termination
Section 14.6 Breach Shall Not Defeat
Mortgage
Section 14., Attorneys' Fees
Section 14.8 Time of Essence
Section 14. 9 Governing Laws
Section 14 .10 Waiver of Default
Section 14 .11 No Partnership
Section 14.12 Successors
Section 14 .13 Brokerage
ARBITRATION OF :~ISPU'I'ES
Section 15.1 Arbi.trable Matters
Section 15.2 Arbitration Procedures
V
,~:·-,,=---
PAGE
57 59
60 60
61 62
63 66
66 66
66 69
69 69
70 70
70 70
70 71
71 71
; ,2,
72 72
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ARTICLE XVI DURATION, EX'l'INGUISHMENT, CONTINUATION

AND MODIFICATION

ARTICLE XVII
ARTICLE :XVIII
Section 16.1
Section 16.2
Nar A PUBLIC

SEVERABILITY

ARTICLE XIX NOTICES
AR'l'ICLE XX Af -'ROVALS

ARTICLE XXI CONDEMNATION
Duration
Right to Modify,
Amend or Extend
'
~
DEDirTION
• ' I .

ARTICLE XXII MECHANICS ' LIENS I
Terminate,
ARTICLE XXIII MUTUALITY, RECIPROCITY: RUNS WITH LAND
Section ~3.1 Dominant and Servient Estates
PAGE
74 74
75 76
76 76
79 80
84 84
84 Section 23.2 covenants Run With Land 85
! Section 23.3 Assumption by Grantees and
Rel~ase of Granters 85

ARTICLE XXIV
• ,.

Section 23 .4 Spe~ial Provisions as: to Mort
gages and Sales and Leasebacks
Section 23.5 Racial Covenants
ENFORCEMENT OF CITY LF.ASES
Section 24.1
Section 24.2
Agency Enforcement
No '.L'ermination
ARTICLE XXV CORRECTION OF SIT~ DESCRIPTIONS
AND EASEMENT DESCRIP'l'IONS

ARTICLE XXVI TAXES AND ASSESSMENTS
-ARTl~LE XXVII MERCHANTS' ASSOCIATION
Section 27.1
Section 27.2
Section 27.3
Membership
Developer
Oc6upant
ARTICLE XXVIII COUNTERPARTS ~
I ARTICLE XXIX PARCELS K AND L ;

ARTICLE XXX

ARTICLE XXXI
,1\RTICLE XXXII
DEFAULT UNDER DISPOSITION AGREF..MENT
PnOJECT SIGN
TRUST'S LIMITED LIABILI'l'Y
87 90
92 92
92 93
:-; 5
95 95
96 96
96 97
97 98
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R.11-4-70 C's ~}

EXHIBITS
A
B-1
B-2
B-3
B-4
B-5
C
D
E
F
G
H
I
·--~ ------
' i
Project Map
'r-j
Lega.i Description· of Penney Parcels
Legal • • • Descr ipt 1\>n of Developer Parcels
• Legal Description of Agency l'arcels
Legal Description of Monwzr Parcels
Le9al Desc:...:-iption of Harris Parcels
Sign Criteria
Plot Plan
Standards of Maintenance
Rules ar.d Regulations
Wards Letter
owner Participation Forms
Pylon Sign Location
,,
•
vii
I
I
I
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I
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6-9-70
R.8-31-70
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. I

DECIARATION OF RESTRICTIONS, CONSTRUCTION,
OPERATION, RESTRICTlON AND EASfil•ENT AG.JIBEMEN'r_
THIS DECIARATION (h~reinafter IIREA_ 11 ") is made as of the;7:f
..... ·-------- --- ----
day
(A)
' '
(C)
(D}
(E)
of.,A1'~, 1970, by and between:

THE REDEVELOPM!NT AGENCY OF THE CITY OF
SAN BERNARDINO... CALIFORNIA ( "Agency II' ; -• • J.

JOHN S. GRIFFI'l'H & co. I a corporation, and
CURC:-TURNER co., a partnership, joint ven-
turers under
City Company
J. c. PENNEY C
("Penney") ;

MONWAR PROPERTY
( "Monwar") ;
name and style of central.
eveloper");
INC., a corporation
' ' CORPORATION, a corporation
• ,
THE HARRIS COMPANY. a corporation ("Harris");
(F) CITl OF SAN BERNARDINO, California, a mun
icipal corporation (''City'');
(G) UPHAM DEVELOPMENT CCMPANY, a 'I'exas limit<:!d
partnership ("Upham"); and
(H) CONNECTICUT GENERAL MORTGAGE AND REALTY INVEST
MENTS, a Massachusetts business trust ("Trust") .
-1-
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.....
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R.8-31-70
R-9-28-70
R E C I T A L S · --·------
BOOK 758() PAGE 288
A. This Agreement (hereinafter for convenience "REA")
relates to a redevelopment project undertaken by Agency desig nated as "Central City Project Area No. 1, calil.R-79" in the City of San Bernardino, California (hereinafter called the "Pro ject") pursuant to a Redevelopment Plan adopted by city on .Peb ruary 23, 1965,, by Ordinance No. 2649 as amended (said Redevelop ment Plan as amended being by this reference incorpcrated hE,rein. and made a part hereof). The real property upon which the Project is to be undertaken is hereinafter
and "Shopping Center."
'
sometimes called "Project Arer "
B. The Community Redevelopment Law of the State of
California provides that adequate sa::eguards shall be imposE!d so that the work of redevelopment will be carried out pur.sua.nt to the official Reaevelopment Plan for each particular project and provides for the retention of controls and the establish ment of restrictions and covenants running with the lands sc,ld or leased for private use.

C. 1''or the purpose of providing adequate safeguards
that the work of redevelopment will be carried out pursuant to .

I
the Redevelopment Plan for tte Project, and to insure the bHst use and the most appropriate development and improvement of ea h building site thereof; to (i:otect the owne!:'$ of building sites against lmproper use of su:i::-roundinq building sites; to proteict against depreciation in value of property in the Project Are?a:
to preserve, insofar as pral::ticable, the aesthetic development - 2-
•

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-Cr , __ ..,.., _______________________ ___., .. ~ .... !!Jt ..... ~ :: BOOK 7581) PAGE 289 '
--
"
-
. - -· --------------~--
in the Project Area; to guard against the erection of poorly · designed or proportioned structures; to insure the highest and best development of said.property; to encourage and secure the erection of attractive structures the,reon, with appropriate location of such structures on building sites; to prevent inharmonious improvement of building sites; to secure and main- tain proper and safe setbacks from streets; to providl · free space between structures; and in general to provide an adequate plan for safeg,.:.~:::-ding the wov•k of redevelopment in maintaining a l.i9h quality of improvements on said property, thereby enhancing th value of investments made by purchasers of building sites ther in, ;
the Parties (as hereinaft..er defined) heret:o are desirous of su jecting the real property hereinafter described to the covenan conditions, restricti~ns, rights, reservations, easements, lie and charges hereinafter s~t forth, each and all of whkh is an are for the benefit of all property within the Project, and fa each owner thereof, and shall inure to the benefit of all of I
s~ch property in the Project Area; and for each owner thereof, and pass with said property and each and Elvery parcel thereof,'' J and shall, subject to the provisions, apply to and bind the 'I' successors in interest and any owner thereof. . " t
NOW, THEREFORE, Parties hereby declare that the real.
property described and referred to in Article II hereof ls and shalJ be held, transferred, sold and -conVElyed subject to the covenants, conditions, restrictions, rights, reservations, easements, liens and charges hereinafter set forth.
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ARTICLE I

DEFINITIONS
Section 1.1 Project Area
Boor-75E:o · GE290 ~
The Project Area is comprised of the following parcels, of real property ( 11 Parcels 1') shown un the :site plan of the Pro• ject Area attached he:,:eto as Exhibit A and by this reference, rnade a part hereof,. being th,:!reon labeled and hereinafter ca.lled Parcels A, B, C, D-l, D-2, E, F, G, H, J, Ma, Mb, N and 0; the "Agency Parking Parcel" (h0reinafter defined); and the "Agency Mall Parcel" (hereinafter oefined).

Section 1.2 Penney Parcels
Upham is the owner of Parcels c and N and will own the
building improvements thereon and Penney is the lessee thereof.

Such Parcels are described in Exhibit B-1, and are hereinnft:er called ''Penney Parcels.''
s~ction 1.3 Developer Parcels
The Trust is the owner of Parcels B, D-1, D-2, E, F,
G, Hand J, and Developer is the ground lessee of the fee thereof and will own the building improvements thereon. Said Parcels are described in Exhibit B-2 and are hereinafter called "Devel- oper Parcels."
Section 1.4 A~ncy Parcels
Agency is the owner pf the Agency Parking Parcel and the t
;\g~ncy Mall Parcel and owns and will own the irc,provernents thereon, and City is the lessee thereof pursuant to lease agreements eact1 dated June 10, 1968 (hereinafter called_"City Leases"). Said Parcels ar, Art.I-§1.1 to §l.4 -4-
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described in Exhibit B-3 and are hereinafteir collectively called "Agency Parcels," or severally called "Agency Park:.ng Parcel" or"Agency Mall Parcel."
Section 1.5 Monwar Parcels
Monwar is the owner ·>f Parcels A and o and will own 1.:he improvements thereon. Such Parcels are des:crilied. in Exhibit B-4 and are hereinafter called "Monwar r,arceJs."
Section 1.6 Harris Parcels
Harris is the owner of Parcels Ma a.nd Mb and owns and will own the improvements thereon. Said Parcels are described in Exhibit B-5 and are hereinafter called ''Harris Parcels.'·
Section 1.7 ~ccupan~
The term "Occ 1.1pant:" sha.l 1 refer to each of the Parties (as such term is hereinafter defined), and any Person or Persons from time to time entitled to the use and e>ccupancy of "Floor Area'' under any lease, license or concessie>n agreement, or othe instr11ment or arrangement whereunder each Occupant acquires his or its status as such.

Sect.ion 1.8 Party
The term
11 Party" shaJl mean the Person(s) who at the
time in question is(are) the owner(s) of the Pv)'."cel(s) in ques tion e .. cept as is otherwise ~rovided in subparagraphs 1, 2, 3 and 4 of his Section 1.8.

I
The exceptions to a Pcrson(s)·becoming a Party by ei~s0~ of any tranc;fer or conveyance oi the Wti:"1 1_(:: or any part of th•:- ' interest of any Party in and to such Party's Parcel(s) are a:; follows:
§ 1. 5-§ 1.8 -5-
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§ 1.8

1. While and so long as the transferring Party
retains the entir•= possessory interc ·t in t:1e Paree· (s) or portions the~eof so conveyed under the i~rms of~
deed of trust or mortgage, :i,, , 1hich event the Party '
owning st.ch possessory inter.est shall have 1:he status ' of Party.

2. The transfer •_)r convey,nce :s followed immed-
' iately by a leaseback cf the same Parcel{s) or portion I
thereof by such Partv, or ar, affiliate theL...;Of (a "sal~ ... and leaseback''), in which event only the lessee thereof snall have the status of Party so long as the lease in
r- 1estion has not expired or been ter;nina ted. This sub-· par-1graph 2 applies to Develorer herein named at tr1c
time of execution hereof as respects fee title tn i.11c Devel~per Parcels.

3. The transfer or conve~ance is by way o lease,
othe ·· than as provided in s ,.1bparagraph 2 above, · n which event only the lessor thereof shall have- the st·atus of Party" For ail purposes of this REA Penney has the status of a Par ty as respects the Penney Parcels so long as Pf .iney lea1;es the same from Upham; provided. hoWCc!Ver, L11at s.
from Upham shall bo terminated, whethe::r dur ,, t· ,1e primary term er any extension thereof, then and in c ,L event, Upham, as a11d while a Party hereto, :hall have the ,gnL 1_u en:orce any and all covenants under th.is RF.A that Penne~, couJ ,-, have enforced had such lease not been terminated.

4. The Person acquires b 1 sucb tran~;fcr -,r convey-
ance:
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(a) Less than all of a Party's Parcsl(s): or
(b) An undivided interest, such as th·t of joint
tenant or tenant in co'l'ijmon, in such Party's Parcel(s), or as partner or joint ventu:~er in such Party's inter• est in its Parcel(s).

In tho circumstances described in this s11bparagrar.•h
4, the Persons holding all of the interests in such Par -:~l (s) ,:tre to be jointly considered a single Party. In . '.:der that other Parties shall not be required w· · :1 resp,:!ct to said Parcel(s) to obtain the action or agre8ment of, or to proceed against mo1:e than one Person in carrying out or enforcii1g the terms, covenants, provisions and condition:;; of this REA, then in the circumstances described in
subparagraph 4(a) above 1 the Persons holding the inter est of the Party in and to not less than 70% of said
Parcel(s) in question, a~d in the circumstances des
cribed in subparagraph 4(b) above, Persons holding
not less than 70"/o in interest in such Party, or the
holders of undivided interests totaling not less then
70"/o of the entire estate in and to said Parcel(s) in
question, shall designate one of (heir numhei: as such
"Party's Agent" to act on behalf of all such Persons.
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§1.8
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If any Parcel(s) is owned by Persons owninq an undi-
vided interest therein under ~ny form of joint or com
mon ownership, then 1-n the determination of such 700/4 r
interest each such
shall be deemed to
.
o~Jner of such undivided interest
:I •
represent a percentage in interest
of the whole of such ownership equal to his fractional
interest in such Parcel(s). Any int~rest owned by any
Person who is a minor or is otherwise suffering under
any legal disability shall be disregarded in the mak
ing of such designation unless there is at such time
a duly appointed guardian or other legal representative fully empowered to act on behalf of such Person.

In the absence of such written designation, the acts
of the Party whose interest is so dividP.d oi held in
undivided interests (whether or not he retains any
interest in the Parcel(s) in question) shall be bind-
ing upon all Persons having an interest in said Par
cel(s) in question, until such time as written notice
of such designation is given and recorde~ in the office of the County Recorder 9f San Bernardino County, and a cop thereof is served upon each of the other Parties by
registered or certified;mail: provided, however, in
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the following instances ·all of the other Parties, act- ing jointly, or in the failure of such joint action, ar~y other Party at any time may make such designation of thE! Party's Agent:
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BOOK 7580 i~AGE295
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(i) If at any time after any designation of
,,,
a Party's Agent, in accordance with the provisions
of this subparagraph 4, there shall for any reason
be no duly designated, Party's Agent .:.Jf whose appoint-· ment all other Parties have been notified as herein
provided, or
(ii) If a Party's Agent has not been so desig-
nated and such notice has not been given thirt:.y (30)
days after any other Patty shall become aware of any
change in the ownership of any Parcel(s), or
(iii} If the designation of such Party's Agent
earlier than the expiration of such thirty (30) day
period shall be reasonably necessary to enable any
other Party to comply with any of its ob:'._igations
under this REA. or to take ar.y other action which
may be necessary t0 carry out the purposes of
this REA.

The exercise of any powers and rights of a Party under
this REA by such Party's Agent shall be binding upon ali.

Persons having an intere.st in any such Parcel (s) owned by - such Party. Such Party'.s Agent shall, so long as such
designation remains in effect, be a Party hereunder, and the remaining Persons owning such Parcel (s) sha:!.1 be deemed not to be Parties. The other Parties shall have
the right to deal with and rely upon the acts or omis
sions of such Party's Agent in the performance of this
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RF.A; but such designation shall not, however, relieve
any Person from the obligations create:d by this REA.
· Any Person designated a Party's Agent pursuant to the? provisions of this subparagraph 4 shall be the agent of his principals, upo.1 whom service of any process, writ, summons, order or other mandate of any nature, of any
court in any ~ction, suit or proceeding arising out of
this REA, or any demand ior arbitration. may be made, and service upon such Party's Agent shall constitute due and proper service of any such matter upon his principal.

Until a s,1ccessor Party's Agent has been a}?pointed and notice of such appointm~nt has been given pursuant to
the provisions of this subparagraph 4, the designation
of a Party's Agent shall remain irrevocabl~.

Upon any transfer or conveyance, which transfer or
conveyance would create ,a new Party pursuant to the terms hereof, then the powers; rights and interest herein con ferred upon such new Par:ty witr respect to the Parcel(s) so conveyed, shall be qeemed assigned, transferred or.
. . .
conveyed to such transferee or grantee., and the obli
gations herein conferred upon such new Party shall be
deemed assumeid by such transferee or. grantee with respect r~
•.,'
to the Parcel(s) so acquired.
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Section 1.9 Persons
The word "Person" or "Persons" shall mean and include.
individilals, partnerships, firms, associations and corporations, or any other form of business entity.

Section 1.10 -__..;..----~- Permit tees
The term "'Permitt.ees" shall refer to all Occupants and all customers, employees and other business invitees of Occu pants.

Secti£_n 1. 1~ Parking Area
The
11 Parkin9 ~a.rage" and all "Common Areas" used for
the parking of motor vehicles, including incidental and inter-· ior roadways, walkways, curbs and landscaping with in areas u.s,,d £or parking of motor vehicles, together with all improvements which at any time a:ce erectec.1 thereon {and which are subject to the provisions of Article V), shall be referred to as "]?ark ing Area." The Parking Area shall not inc~.ude truck ):'amp,--; or truc'k loading or truck delivery areas.

Section 1.12 Common Areas
All areas within the Project Area which are subject to
nonexclusive use as hereinafter provided for in paragraphs A, B and C of Section 5 .1, shall be referred to as "common Ari:!as .. " Such areas shall include Parki'ng Area r d ,k , oa ways, wak ways, "Ma 11 s, " landscaped areas, and all other similar facilities provided fc>r the convenience of Perinittees. Common Areas shall not include §l.9to§l.12 -1.1-
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buildings, areas or facilitias which are constructed and used for commercial use as provided in this REA.

Section 1.1? Improvement Plans
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Plans and specifications prepared for the development of the Project Area or portions thereof as more particularly set forth in Article VII of th.i.s REA, shall be referred to as "Improvem-ent Plans."
i
Section 1.14 ~ject Architect
The "Project Architect, 11 Gruen Associates, Inc. of Los . Angeles, California, sball frepare Improvement Plans for the devel- opment of the portion of the Common Areas (including the Parking Garage) located withi' the A<;ency Parcels not heretofore a~signed; shall review, coordinate and approve any design performed pursunnt to the la,1;1t sentence of this Section; and shall perform such other ,,.., architectural or administrative services for the Parties as are pro vided :for herein, or may be otherwise mutually agreed upon. •rhe Parties, acting unanimously, shall have the right from time to time to designate and redesignate the Project Architect. Nothing l1erein contained shall be deemed to preclude the selection by City or Agency of an architect to design th-? improvements required to be constructed by it under this REA.

Section 1.15 Malls -------
The Agency Mall Parc~l (both enclosed and open portior1s there of) and the portions of Developer Parcels constructed as part of the "Enclosed Mall" are hereinafter referred to as "Malls" and arE? pa~t of the Common Areas. It is sper;:ifically understood and agreed that term "Malls" as used in this F<.ZA includes the pedestriar. brid~re c necting the Enclosed Mall with the public areas on the East "E" Street as shown on Exhihit A; and that all of the duti•:!S a1nd e
f
li-
gations of Agency and/or City .pursuant to this REA with rr.-;spect to the §1.13 to§l.15 -12-
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construction, management, ma1.nter..ance arid operation of Comm,:,n J,reas (including Malls) shall be equally applicable to such pedestrian bridge, subject, however, to the provisions of Section 6.5.

Section 1.16 Floor Ar.ea
Separately, with respect to each 'building at any ti:me erected in the Project Area, the term "Floor Area" shall refer to the actual number· of square feet of floor space with:Ln the exterior faces of exterior walls (e:x;cept party and interic,r walls as to which the center thereof instead of the exterior faces thereof shall be used) of all floors, basements and sid•E!-. walk subspaces, or parts thereof, and no deduction or exclusi,:>n therefrom shall be made for any space occupied by or used for col·"ms, stairs, elevators, escalators or other interior con struction or equipment; provided, however, there shall not be included in Floor Area, or there shall be excluded therefrom, as the case may be, all space in: (i) exterior balconies, (ii) stock mezzanines, (iii) sub-basement, (iv) F1enthouses, vaults, rooms or other structures to house mechanical 0r electrical equipment, (v) loading docks and other facilities outside of exterior walls, (vi) fire-exit stairways and corridors, (vii) service and delivery facilities used by more than one Occupant, (viii) public restroom facilitieE' not locatec:t" within the prem ises of an Occupant and (ix) Developer's Pro:ject management:
office (not to exceed 2, 000 square feet _of fJLoor spac(•) .

Section J..17 Parking Garage
Th( multi-level vehicular parking facility to be construc ted by Agency on a portion of Agency Parking Parcel as sho•111n both in plan and in cross-sectio\ on Exhibit D.

Section 1.18 Park\ng Index
'
The term "Parking Index" shall refer to the ratio :>f the number of striped rrotor vel''icle parking spaces in the Parking Area to the number of :a:uare feet of Floor Area 'Ln the Project Area. § 1 . 16 to § J.. 18 -13-
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Section 1.19 Required Parking Inde~
The term "Required Parking Index" shall refer to c;1
Parking Index of 3.5 per 1,000 square feet of the Floor Ar1~a referred to in the preceding Section 1.18.

Section 1.20 Unavoidable Delays
The term "unavoidable delays" shall refer to delays
occasioned by the circumstances described in Section 14.:i hereof.

Section 1.21 _,_c;.._..;___....;__ Common Building Compo~~ The term ••common Building Component•• shall refer tc:> a construction component used ~n common by two or more Parti,~s.

Section 1.22
The term "Main
Ma.in f tore Building
Store1 Building'' shall refer, respcctiVE!ly,
to the building on Penney Parcel C, to the building on Monwar Par-• eel A, and to the building on Harris Parcels Ma and Mb.

Section 1.23 TBA
The Term "TBA" shall refEir, in the case of Penney, to
the building on Penney Parcel N and shall refer, in the case of 4 Monwar., to the building on Monwar Parcel 0 .

Section 1.24 Store I
The terms "Store" Z!nd "Stores" shal:~ refer to the building improvements of Pennr.y, Monwar, Harris and/or Developer as the con text may require, and shall include any TBA u-:-iless specifically excluded.

Section 1.24 Department Sto=e P2rties
The term "Department Store Parties" shall refer to Penney, Monwar (as the Party required to cause performance of certain obliga tions hereunder by Montgomery Ward & c,,., Incorporated) and Harris.

Section 1.26 Enclosed Mall
The term ''Enclosed Mall'' shall rer~~ to the encloE1ed portion of Agency Mall Parcel and tc those portions of Developer Parcels •
§1.19 t.o §1.26 -14-
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contiguous thereto which ar,,, improved as roofed and lighted pedes- ;;
v
t?:"ian malls wherein climati3 control is maintained by mechanical means and which are designated on Exhitit Das "Enclosed Mall." Section 1.27 Terms
The terms "Developer", "City", "Agency", "Penney", ".Mon r" and "Harris", respectively, as used in this REA, shall, so fa;r the 4:erms, covenants, provisions and condi_tions of this REA to be kept, performed and observed by Developer, City, Agency, Penney, .

Monwar and Harris, are concerned, mean and refer only to the Person who at the time in question is the Party with respect to the Developer Parcels, the Agency Parcels and the Penney, Monwar or Harris Parcels, as the case may be appropriate, it being agreed and understood that such terms, covenants and co::iditions shall be bind ing upon Developer, City, Agency, Penney, Monwar and Harris, and their respective successors and assigns only during and in rE!Spect of its or their respective successive periods in which each re spectively is a Party. Notwithstanding the foregoing, it is ex pressly understood and agreed that the requirements of Articles IX- f X and XI respecting construction shall be and remain the reSflective covenants ot Developer, City,- Agency, Penney,·Mo~war and Harris, as therein set forth, and shall be covenants running with the land, 1.n addition to being personal ccivenanti:- of _such Part;.:s. The ce>v~nant on the part of Penney, Monwar (as respects its covenant to cause Montgomery Ward & Co., Incorporated to operate) and Harris to do business is and shall remain a personal covenant of ec:ch s11ch re spective signatory, and their successors by means of merger or con solidation, but shall not mean any·other person who shall acquire the interest of sur,h Party in its respective Parcel.
§1.27 -15-
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Monwar covenants and agrees that Mor,war will cause
its parent corporation, Montgomery Ward & Co., Incorporated, to execute and deliver to the other Department Store Parties and Developer concurrently hc,rewith for their c.cceptance a 1,~tter agreement in the form attached hereto as Exhibit G and by this reference made a part hereof.

Section 1.28 Mortgagee
As used in this REA the term "Mortgagee" shall :Lnclude a mortgagee, the trustee unc.,--:- any deed of trust, an,j to the extent applicable, and as hereinafter provided, ~hall includ•2! a fee owner of any Parcel whi~h is the subject of a sale and lease back transaction.

ARTICLE II

PROPERTY SUBJECT TO DECIARATION
The real property which is and shall be held and shall
be conveyed, transferred and sold subject to the covenan·::.s, conditions, restrictions, rights, reservations, easement.~, liens and cnarges with respect to the various portions t·hereof as set forth in the various Articles, Sections, paragraphs ana subparagraphs of this REA, is particularly described in Exhibits B-1 to B-5 inclusive, attached hereto .
§1. 28
Art.II
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Se.:::tion 3.1

ARTICLE III

OPERATIONS AND USES
General Use
No part nor all of the Project Area shall be used
and no building nor other improvements shall be thereon con-· st..ructed, maintained or used for any purpose other than those commercial or business purposes expressly provided for in this JUiA, and uses directly incidental thereto, a.nd except as pro vided in Paragrapn 4b of t!le City Lease of the Enclosed Mall which states as follows:
"b. City agrees that the use of the leased
premises shall be restricted to uses consis
tent with the purposes specified in subpara
graph a. of this Paragraph, provided, however,
that City shall be allowed to use the leased
premises for appropriate civic uses, s:1bject
to approval of Agency, which approval shall
not be unreasonably withheld.''
Section 3.2 Parking Area
The Parking Area will not be used for any purpose other than the following:

Art.III-§3.1,§3.2 -15 (b)-
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A. The surface of the Parking Area will not be used
for any purpose other than:
(1) The parking of vehicles and directly
incidental purposes;
(2) The purpose provided for in this Section
and Section 3.3; and
(3) Pedestrian movement, vehicular traffic, truck
traffic and truck loading and unloading operations with respect to the businesses operated i:1 ,_. 1oor Area in the Project Area.

B. No buildings, fl:tructures or improvements shal 1 be constructed on or above the surface of the Parking Area other than:
t . .
(1) Parking facilities (including the Parking
Garage) and directly ~ncidental facilities;
(2) Traffic and fedestrian directional signs;
(3) Decorative improvements and landscaping
incidental to the above; and
(4) :::,uL:i1 other signs as iu the opinion of coun-
sel for any Party shall be necessary to prevent a
dedication of or the accrual of any adverse rights
in or to any part of the Parking Area.
c. Any improvements constructed below the surface of
the Parking Area:
§3.2 A,B,C -16-
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(1) Will be constructed, maintained and operated
pursuant to law:
(21 Will have necessa~y entrances and exits on
the surface of the Parking Area for pedestrian traf
fic and,if used for parking, for vehicular traffic:
(3) Will (except during and only to the extent
of actual and necessary excavation and construction)
not unreasonably interfere with surface parking on
the surface of the Parking A1:ea.

Section 3·_3 Common Are~
The Parties ::;hall,cooperate with each other with respect to the uses, operation and maintenance of the Corr..:-..0n Areas (but nothing herein sh.all be construed to vary, augment or ciminish the rights and obligations of the Parties with respect to ::;uch use, operation and maintenance as specifically elsewhere s,et ' forth in the REA). Commercial use of the Common Areas shall not be permj_tted.

The Common Areas will not be used for purposes other
than the following:

A. I The surface of the Common Areas will not be used
for any purpose other than:
(1) The use of pedestrians, pedestrian traffic,
and directly incidental purposes;
(2) The purposes provided for in this Section,and in
Section 3.2.

B. No buildings, structures or improvements shall be
constructed on or above the surface of the Common Areas otlu:!r than:
§3.3-A,B ... -17-
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(1) Accommodation facilities, Malls, pee?~t~ian
bridges, and facilities directly incidental thereto:
(2) Pedestrian directional signs;
(:5) Decorative improvements and landscaping inci
dental to the above;
(4) Facilities incidental to and commonly found
in connect.ion with an enclosed mall shopping center
devP.lopment and used in similar modern, attractive
first-class, retail shopping centers: and
(5) The purposes providec!. for in this Section,
and in Section J.2 and Section 3.4.

C. Any improvements constructed nelow the surface
of the Common Areas:
(1) ' Will be constructed, maintained and operated
pursuant to law:
(2) Will (except during and only t,, the extent of
actual and necessary excavbtion 2nd construction) not
unreasonably interfere with pcde::;trian traffic on the surface of the Common Areas.

Section 3.4 Restrictions on Uses
A. Not more than ten percent (10"/o) of the F'loc,r
f
Area on Developer Parcels shall be operated, used and/or n,-. in tained as {or for use as) retail service facilities {facil- ities for the sa]_e of services).
§3. 3-C
§3 .4-A
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B. Ne:i.the:r the Project Area nor any part thereo:E
shall be used, and no building or other improvement shall be thereon constructed, maintained or used for any purpose other than the following:

Retail, office and service establishments, includ-
ing, without limitation, financial institutions,
brokerage offices, T.Jstaurants, automotive service
t.ation;:;, travel and other agencies, but cxcludin9
aut ,.1obile body and fender r:epair work, automutiv~~
:-:iles dtsplay area, r0wJing alley, car washing
establishment, veterinary hospital, mortuary, com-•
merrial laundry plant· and similar service establish··
ments unless specifically approved i, ,Jriting by
the Parties. Office 11 se shall not ir1 -:lude a building used primarily fo~ general office purpo~cs. Any skat
ing rink shall be subject to appro,,al a3 to location
by all of lhe Parties.

Se~tion 3.5 Permitti?d Uses
Exc"""'~Jt as otherwise prohibited by this REA, any part and/or all of the ;_'reject Area may be used for any commercial or business operation, use or purpose which is expressly authorized herein and which is not prohibited by tnis REA or. by law.
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character of Devalopment
Developer covenants and agrees that, when Jmp.:.etec:i, the ject i\reia will constitute a first-class, two-lr·vE~l, :~d r1:1ll 0-
re9 ional shopping center anchored with at ledst t+ · -:,e (3) department stor"'s anu will have a mix and balance of occupants compar"ble to that of similar such regional shopping •~enl .J..-s in _he .:;t_ate of californic1.

Section 1.7 Prohibited Operations and Nai~?Jnces
No use or operation will be made, conducted or permitted on or with respect to all or any part of the Project Are~, which use or operation is obnoxious to or out f harmony · J.th ~he develop:nent or operation of a first-class shopping center, inc.1uding (b,, · not l).11L.Lted to) the f.,llowing:

A. Any publLc or private D isance.

B. Any noise or so· - '. • ·,, t is objectionable due 1 ,, int -•r rnittence, beat, frequency, shrillness or loudness.
c.
).

E
F.
§3.6
§3.7-A to F
Any obnoxious odor.

Any noxious, toxic, caustic or corrosive fuel or gas.

An,r dust, dirt or fly ash in excessive quant :ice,.

Any unt:.sual fire, explosion or other damaging O"'
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13. Any warehouse (but any area for the storage of
intended to be sold at any retail "Stablishment in the Proje,::t '
,.

Area shall not be deemed to be a warehouse), asscwly, rnanufac-1 ture, distillation, refining, smelting, agriculture or mining operations.

H. Any trailer court, labor camp, junk yard, stock
yard or animal :r;aising (othE)r than pet shop).

I. Any drilling for and/or remova.l of subsurface bU.b stances except for below-surface enLry operations at least 500 feet below the surface.

J. Any dumping
'
or disposal of garbage or refuse.

K. Any fi: .. :e or bankruptcy sale or auction house opi::r ation (except as may be conducted ~1rsuant to Court order).

L. Ther0 shall be no kiosks on any portion of the Pro-
' ject Area without the consent of all of the Parties hereto, or other sales permitted outside of any Floor Area.

ARTICLE IV
~GULATION OF IMPROVEMENTS
Section 4.1 Minimum Parking Requir~nts
No building or other improvement containing Floor Area
shall be constructed in the P-roj ect Area unless and until pro- vision is made for the construction and maintenance of -adequate Parking Area within the Project Area so as to provide at least the Required Parking Index for the Pioor Area to be contained in the Project Area up-:>n the completion of construction of such Floor Area.
§3. 7-G to L
Art.IV_§4.l
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A. Ne> buildingJ structur~ or improvement of any kind
shall be constructed, in!talled or maintained above the surfj1ce of the ground area lying outride of the building area lines indi- ~
cated on Exhibit A.

B. The following buildings and improvements are sp(:!C ifically excluded from the aforementioned provisions:
(a) The Parking Area and Common Areas, includ-
ing lighting facilities incidental theretc.
(b) Roof overhangs, n1arquees and decorative
protrusions from such building~ and/or improvements,
truck ramps, loading facilities, pedestrian bridges,
signs and landsc~ping all as permitted here~nder.

Sect.ion 4.3 Partial Construction
Any building and/or improver::ient shall be diligently pro secuted to completion after the cornmencement of construction thereof, unavoidable delays excepted.

Section 4.4 Excavation
No excavation or unusual earth-moving operations shall
be made except in connection with construction of buildings and improvements in t!'le Project Area and for the installation and maintenance of utilities. Such operati·ons shall be diligently prosecuted t-:> completion (unavoidable delays excepted), and upon completion of such excavation and/or buildings or improve ments, any exposed openings shall be back-filled and compacted §4.2-§4.4 -22-
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and the disturbed ground shr:tll be graded, leveled and appro·-· priat~ly surfaced.

Section 4.5 Signs
A. Sign criteria. Attached hereto and marked Exhibit
Care criteria for all signs to be erected within the Project Area and no signs shall be erected in the Project Area which do not conform in all r~spects to said criteria. It is und•!'?r stood that said criteria,·expressly excludes (except for specific provisions
Department
B.
• thereof) the ~uildir1g identification signs of
. ·' Store Par.tier,,.

Approval Requjred of Non-Conformin_g_Signs.
the
If
any Occupant shall request a sign not completEly in accord 11,ith the criteria, such sign shall not be erected without the written consent of the Parties. Any change made to any initially con forming sign which causes the same to fail to conform to tho sign criteria, is hereby proh.'.bited, and any such changed sign shall be considered as a new installation and deviation fr.om the criteria shall similnrly require the approval of the Parties.
c. Store Signs. Notwithstanding t.h,3 foregoing,
the Department Store Parties may erect, use an<] mair1tain their respective customary (and, ;as to Harris, its existing, and as to Monwar, customary Wards) signs anywhere on their Main Store Buildings and, as to Penney and Monwar, its respective TBA on Parcels N and 0.
§4.5-A,B,C -23--
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Section 4.6
--~:------------------•
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Exterior Walls
Exterior walls shall be constructed of types of
materic>ls and have an appearance of quality at least a.s good as like buildings commonly found :.:.n modern, attractive, first- class shopping centers.

Section 4.7 ------ Permitted Building Heigb.!:_~
Buildings in the Project Area may be built to heights
not to exceed those established by the following schedule; pro vided that penthouses or roof structures for the housing of elevators, stairways, tanks and fans, or similar equipment required to operate and maintain a building, anc skylights, flagpoles or similar structures may be erected above such height limit:

Parcels Heitj!1t Li:nit
A 44 1 -6 II above finish floor elevation of
street leve.i of Enclosed Mall
B 41'-0" above finish floor elevc1tion of
street level of Enclosed i"1a 11
C 60
1 -0" above finish floor elcvotion of
street level of Enclosed Mall
D-1 and D-2 41
1 -0
11 above finish floor. elevation of
street level of Enclosed Mall
E 41'-0
11 above finish floor elevation of
street level of Enclosed Mall
F 41 '-0" above finish floor elevation of
street level of Enclosed Mall
G 41 '-0" above finish floor elevation of
stre~t level of Enclosed Mall
M 60 1 -6
11 above finish floor elevation of
street level of Enclosed Mall
H 20 1 -0" above average II E II Street curb
eJ,.evation of 104 7. 2 O*
J 19
1 -0
11 a'.ove average II E II Street curb
elevation uf 1048. 40
N 30'-0" a ove finish pad elevation of
1 58.00
0 20'-0" a ove finish pad elevation of
J. 60.00
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*Elevations have reference tf USC&GS and City of San Bernardino bench mark - a bronze disk et in the East face of the Andresen Building at elevation 1048. 48.
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Section 4.8 Right to Alte;:

Any Party shall have the right at any time and from
ti.me to time to make alterations, additions and/or improve ments which affect the structure and/or exterior of the build ings and impr.ovements or any portion thereof, at any time and from time to time located upon or upon a part of such Party's Parcel(s) as such Party may deem desirable, including, without limitation, the right to reduce the height of any bu:i.lding or part thereof upon first complying with the following conditio;:is:

A. At least sixty (60) days prior to the commencement
of such work the Party proposing such work shall:
(a) Give to all other Parties notice of its
intention to do such work, and
(b) Fur,ish to all Parties and to the Project
Architect drawings and specifications for such work.

B. Such work will be:: don<:! in such manner that upon
the completion of such work the buildings constituting n part of such Party's property shall comply with the requirements of Sections 4.2, 4.6, 4.7 and 13.4.
c. Upon completion of such work the Parking Area in
the Project Area shall provide at least the Required Parking Index.
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D. The Floor Area ,~f such building(s) shall not be in creased, nor shall it be decreased below the minimum Floor Area~s) for such building(s) specified by this REA.
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Such drawings and specifications shall be subject to any changes which such Party may desire to make; provided such changes shall comply with Sections 4.2, 4.6, 4.7 and 4.8, copies of all such drawings and Lpecifications covering such changes shall be furn ished to all other Parties for information only.

The construction of any work shall be done in such man ner as will not interfere any more than reasonably necessary with the ordinary and usual conduct of the business enterprises in the Project Area.

If any dispute shall. arise among the Parties as to whether or not upon the completion of such wo:.:-k the requirements of this Section will be complied with, such dispute shall be determined by arbitration as provided in this REA.

Nothing herein contained shall be deemed to preclude or restrict any Party in making alterations, additions and/or improve ments affecting the interior of its buildings or improvements.

Section 4.9 Common Building Components
A. Obligations of Burdened Pr~mises. Each Party owning
any improvement containing i.1 burdened Common Building Component con tained in an improvement owned in whole or in part by another Party (as owner of a benefited Common Building Component):
(1) Will maintain, at its own cost ar.d expense, the
burdened Common Building Component in such state of repair that it will continue to have the capacity to be so used in common by the benefited Comn1on Building Component improvorncnt. in question (subject to the provisions of (1) of paragraph I3 of this Section).
§4.8-D
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{2) Will not cause or permit to occur any damage,
loss or injury to the owner of the benefiteo Common
Building component or his tenants by or as a res~lt
of any act or negligence on its part with respect to
the burdened Common Building component in question, or
a;;1y other portion of the improvement owned by it which contained the burdened common Building component in
question (subject to the provisions of the last para
graph of Section 4.10).

B. Obligations of Benefited Premises. Each Party
owning any benefited improvement which utilizes any bur,jened Cor.imon Building component contained in an improvemt~nt wh1.ch is owned in whole or in part by it:
(1) Will not place on the burdened Common Build
ing Component in question an_ structural burden which
at the time of placement is in excess of the capacity
of the burdened common Building component for such or
•• will prevent the use of :{:he improvement in which the burdened common Building component is contained for
its intended purposes.
(2) Will not cause or permit to occur any damage,
loss or injury to the improveme?nt which contains the
burdened Common Building Component in question by or
as a result of any act or negligence on its part with
respect to the benefited Common Building Component, or
any portion of the improvement owned by it which containf; §4. 9 ·B -27-
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the benefited Common Building Component (subject to
the provisions of the last paragraph of Section 4.10).

Section 4 .10 Right to Improve Property Containing
Common ~ui,lding Component
' ' Nothing in Section 4. 9 :-;ill be d:c?emed to preclude any Party owning an improvement containing either a burdened Com mon Building component or a benefited Common Building compon ent, as the case may be, from doing or causing to be done any work (whether of repair, alteration, restoration or otherwise) with respect to any such improvement (notwit"lstanding that du:c i.ng the course of performing such work a condition otherwise prc hibited by the provisions of this Article may result) if:

A. Providing 'I'emporary Assistance. During the course
of performance of such work the Party by whom or on whose behal:t such work is being done will, at its own cost and expense, pro vide such temporary facilities as may be necessary:
(1) To perform the function performed by the
Common nu:i.lding Compon"int'in question owned by the • Party performing such work, if such work being per
formed adversely affects a common Building conponent
owned in whole or in part by another Party, or
(2) To increase the capa~ity of, or supplement
.,
the burden,3d Common Building component in question to
the extent necessary so that the benefited Common Build- i:-i.g Component will not, during the course of the
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performance of such work, either place on such bur-
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dened Common Build:Lng'component a burden in excess
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of th~ capacity for such purpose or otherwise prevent
the use of the improvement co:taining the burdened
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Common Building compt)nent for its intended purposes
if the work is performed with respect to the benefited
Common Building Component in question.

B. Resuming C0!'.!1'.\lii:i.nce with Obligation~. At the .. conclusion of work there is full compliance with the provisions of item (1) of whichever paragraph A or B of Sectiori 4. 9 is appropriate to the improvemer.t with respect to which the work in question was done.

Notwithstanding the provisions of item {2 '. of which- ever of paragraphs A or. B of Section 4. 9 is appropriate to the improvement with respect to which the work in question \-1as done, the owner of the improvement with respect to wLich the work in question was being performed will not be liable to the owner of the other improvement affected }?y such work for ~ .
any inconvenience, annoyanc~, disturbance, or loss of busine:c,s to the owner of the improvement affected by the performance of such work (or his tenants) arising out of and during the per- formance of such work (unle~.s occasioned by the negligence c,f I
i ' the owner of the improvemen,. with respect to which the work Ln §4.10-B -29-
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question was L J.ng perfo.rmed, or its agents) : but the owner of the improvement with respect to which snch work is being performed will make all reasonable efforts to ke•~p any such inconvenience, annoyance, disturbance, or loss of business tc the minimum reasonably required by the work in question.

Section 4 .11 Restriction Against Commer:~ial
Enterpr~_s-e_s~~-~~-
No commercial enterprises shall be permi :ted in the :Park- ing Ares , .. n::::luding the Parking Garage), Malls (including ped.es trian bri
I
JS) or other Common Areas subject to 1,ection 24. 2 , but nothing he1. ein shall preclude the use by Develop1:-r of the Agency Mall Parcel and/or the Developer Mall Parcels for the promotion of the businesses in the Project Area, including promotional events and ~
displays offered free of chr.irge to the shopping public.

ART:CCLE V
EASEMENTS ------!
Sectic,1 5 .1 E~em€-~rfts For Parking
Agency and City, to the full extent of their res9ective intere1:;ts, grant tc each of the other Parties nonexclusive ease ments appurtenant to the respective Parcel(s) of each of the other Parties for the purpose of the passage and parking thereon of vehicles of such Party and of Occupants, and of 1·.he customers, licensees and invitees of such Party and Occupan1~s, and of the ten ants, concessionaires or sublessees of such Part~, and Occupants:
§4.11 -30-
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limited, however, for. purt,oses (including pedestrian movement) connected with or incidental to any use being made of any por tion of such Party's Parcel{s). The easements for parking are easements upon all portion's of the Project Area improved the,:cefor as shown on Exhibit. D and such additional areas as are improved from time to time for the parking or accommodatio.:,_ of vehicles.

Section 5.2 Easements For Pedestrians
Agency, city, Dev~loper and the Trust to tae full
extent of their re£pective interests grant to each of the other !
Parties (and Developer reserves for itself as res1,'ects the Devel oper Hall Parcels) nonexciusive easements appurtenant to thn '
respective Parcel(s) of ea~h of the othe~ Parties for the p11r pose of pedestrian movement of customers, licensees and invitees of such Party and the tenants, concessionaire~ or owners of any portion of such Party's P~rcel(s), and the customers. officerE, ' employees, licensees and invitees of such Party and of such ten- ants, concessionaires or owners; limited, however, for purposes . j connected with or incidenli1l to any use then being made of such i
Party's Parcel(s). The ease1aents for pedestrians are easements upon all of the portions of the Project Area as are provided or available from time to time for general use and the con venience of the Parties and of Occupants of the Project Area and concessionaires, employees and customers of the Project Area.
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Section 5. 3 Easements For i\.ccess
f',OOK 7580 PAGE320
Agency and City to the full extent of their respec ... i.,.,e interests grant to each of the other Parties nonexclusive eztse ments appurtenant to such Party's Parcel(s) for the purpose of furnishing access and the right of access between (a) the pub lic streets and the Parking Are;:i situated in the Project Area, and between (b) the common Areas and such Party's Parcel(s).

Section 5.4 Easements For Common Building Components
The Parties hereto 9rant each to the other nonexclusive easements appurtenant to ~ch Party's Parcel fo::: the purpos,: of 1 furnishing connection, support and/or attachmen::. ( inclnding \•;ith- out limitation walls, slabs and structural systems of an improve ment) to any Common Building Component owned by another Party.

Section 5.5 Eesement.s For Utilities
city and Agency (i) grant '1::o Developer, Upham and Depart- ment St.ore Parties nonexclusive easemEints for construction, in stallation, maintenance, removo 1, use and replacement of se,wers, water a.nd gas pipes and systems, elect:ric pow,:-!r conduits, lines and wires, telephone con~uits, lines and wires, which are public utilities and (ii) grant such easements to Penney and Mo ;
war, respectively, as a:i:.-e private facilities running betweE:?n Pa· eels C and N and Parcels A and O, lying beneath the ground surface of the Common Areas at a location or locations approved in writ ing by the Party upon wh0se Parcel(s) such easement is to he established; provided th,t in the performance of such work the Party performing such work shall:.
§5. 3 to §5. 5 -32-
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ities
(a) Make adequate provision for the safety and
~0nvenience of all persons using the surface vf such
areas;
(b) Replace and restore the areas and facilities
to the condition in which t:hey were prior to the per
formance of such work;
{c) Hold all othe'-1" "'Parties harmless against claims, ' including costs and att..,)rneys' fees arising from the per- , formnnce of such work or use of such easements;
!d) Notify the Party upon whose Parcel such work
is to be performed not less than thirty (30) days prior to commencement of such work.

Franchises granted to public utiliti,es for such util-
shall constitute compliance with the foregoing provisions'. f Section 5.6 Easemepts For Construction
A.
may be made
Reasonable use-of the Parking
during periods if construction
Area and Common Areak
' of improvements in
the Project or making of repairs therein, and the Parties hereto grant to each of the others easements for such reasonable use subject to the succeeding sentence. In determining the reason ablene~., of any such use all pertinent factors shall be taken into consideration, including but not limited to the following:
(a) the interference, if any, with the business and operations of the various business ente~prises in the Proje~t, {b) the avail ability of other space for such purpose, and (c) the cost of using other space for such purpose. '
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B. Each Party with respect to its Parcel(s) hereby
grants to all of the other Parties easemonts in, to, over, under and across the Common Areas, of each such respective Parcel(s) for t'i.e purpose of the development and construction thereof, pursuant to the provisions of Articles :x and X of this REA, and for the construction, reconstruction, erection and removal anc. maiut,~n ance on, to, over, U::1(:er and across each sucb respective Par-- cel {s) of Commo;:i Building Components and to a maxir.1.um distance of 14 feet, of footings, supports, canopies, flag poles, roof and building overhangs, awnings, alc'1.rm bells, sig'1.s, lig its a.ad lighting devices and other similar appurtenances to the buildi'l"'.g of any Party, els the case Jliay be appropriate, as ure e-hown i:1 the working drawings for sJch building, approved by the Parties pursuant to the pl:ovisions of Article VII of thi.~ REA, or pu:r:- suarit uiy other written agreemer~t hereafter executed betw,~en such Parties. Each PcP"'ty cC:,venants and agrees, respectively, that their exercise of such easements shall not result in da1n age or inju.ry to the buildittgs or other improvemer>.ts of any other Party, and shall not interfere with the business opera-• tion conducted by any other Party in the Center. The exercise of the rights referred to in this Section 5.6B shall be subj ~ct to Section 5.8 of this REA.

Section_?. 7 Relocation of Utilities
When utility facilities have bern installed pursuRnt to the easeme::ts therefor, each Party hereto·may relocate such utility §5 .6-B
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facilities within its own Parcel from time to time, at the expense of s,1 ch Party; provided, however, that such rrilocat.~ .... •1 '
shall not rcr'luce or iH,pair the nsefu~ ness er function of f::ich •
utility facilities and sha~l be performed at the ~,--,le cost ~nil expense of the Party so relocating .
•
Section ) .8 -----·- Termiaation of Easements
•
A. As respects the Agency Park' ng Parcel, Ager,, y __ ,d City, to the full extent of their resrecti-,E: interests therein, agrr:::_• that the easements g;:-anted pur::;uant to Sections 5.1, 5.2,

5.? and S.6B shall, subjec~ to sub=ection B hereo~, continue !
in perpetuity beyond the t~rmination of this REA as to those certair, strips of land within the Agency Parking Parcel con necting ._and being appurtenant to the Monwa1-· Parcels, Penney Parcels anrl Developer :Parcei.s respectively) to public str'"'c L.s abutting the Project Area as shown on Exhibj t· D; providpr1 , r,, the right of user thereof shall be exclusive to the Party n- ing the Pctrcel (s) to which each such .:asement is appui ·.enant, and Occupant-s thereof and such ownr:c Party shall have ~ obligation and responsibility for the rnaintenan•:e of each such easement.
§t;.8--A -34-
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At the election of the Party owning the Mor.;11ar P.arct:.ls, . Penn~:' Parce1 s, Harris Parcels and Developer Parcels, , '"'S1'1a!CtivE:ly, at the termination of this REA any such Party may elect to exerr.ise its e,_;,,!:.ioH to purchastl portions of the Agency Parking Parcel (and/or f_n the case of Developer the Agency Mall Par-:el) pursuant to certain Option Agreements between City and Agency and Mon -, Upham, Harris and Developer, respectively, recorded concurrentl1 with this REA.

Section 5.9 conditions to Easements --·----
The easement rightl granted pursuant to this Section i:tnd any 1 i censes granted in conrect ion therewith are exp1 essly hereby niade sub-iPct to the conditionsf set forth .i.n Paragraph l0C of each 1:,f. the ' .
r • y Leases.

ARTICLE VI

OPERATION, MAINTENANCE AND REPAIR OF

PARKING AREA AND OI'HER COMMON AREAS
Sect;on 6.1 Operation, Maintenance ar.d Repair
of Parking Area and Public Malls
In accordance with the provisions of the
City shall, at its sole cost and 8Xpense, at all
city Leases, l
times operate,,
manage and maintain or cause" to be operated, manag~d and main- tained, the Parking Area on Agency Parking Parcel and the Malls' on the Agency Mall Parcel in good condition and repair, includ-.. , ... ing repairs, restoration or-~ }:'econstruction in the event of dam-. .. age or destruction.
formed in accordance
Such operation and t
with'the Standards
maintenance shall be per.:.
of Maintenance attachea to
and forming a part of said Lease Agr8ements. · Nothing herein contained shall be deemed a waiver ?Y city and/or Agency of any rights or rem edies it may have against any other Party negligently causing injury or damage to the improvements on Agoncy Parking Parcel and/or Agency § 5 . 8- B, § 5 . 9
Art.VI-§6.1
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' Mall Parcel. In the eveft city fails to perform its obligatior1 ?Ursuant to the City Lease(s}, Agency shall exercise the right of entry and shall perform such obligations pursuant to Para graph Sd of the City Leases.

Sect:i.on 6.2 Operation, M~intenance and Repair
of Developer Mall Parcels
I
'
Developer shall, without cost to the other Parties, operate, manage and maintain, or cause to bP operated, managed anc maintained, the En:losed Mall on De?eloper Mall Parcels in accordance with the Standards of Maintenance~attachPd to and forming a part of the city Lease in respect of the Enclosed MaJl and which are attached hereto as Exhibit E.

Section 6.3 Ne,n-:Contribution by Developer
and DeEartment Store Parties
•
Except as specifically provided with respect to Developer only in the preceding Section 6.2, neither Developer nor an1 of the Department Store Parties shall be called ur,on or required to contribute to the cos•t of design or conntructio:i. or of mair, tenance, management, operat:f.on or control of the Parking Area (including the Parking Gara~e) or the Malls, ·and Agency and City respectively, irrevocably ytive any right either of them (an1 their successors) may now or her;__:,after have to seek such contribution, whether by means of assessments or otherwise. Nothing herein con tained shall be deemed to prohibit the imposition of a genGrctl tax upon all taxpayers of the City of San Bernardino or a gene, d. as::;ess- •
ment upon all real proper:-:y within the City of San Barnardino, some or all of the proceec.s of which may be used toward t:he pc1.yment of the costs raferred to in this Section 6.3.
§6.2, §b.3
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Section 6.4
'tit
Default by Agency and/or D~veloper
In the event that Agency has taken over the performance of the obligations of City under the City Leases and at least two of the following four Parti~s, to wit: the Developer and the, Department Stores Parties, shall at any time, or from time tci time, determine that Agency is in default of performance of such obli- gations under the last sentence of Section 6.1 hereof; or if at leas~.:: two of the following five Parties, to wit: the Departme!lt Store Parties, the City and the Agency determine that Developer is in default of performance of its obligations under Section 6.2, then such Parties shall have the :t'ight (provided that none of such Parties is in default hereunder) to give Agency and/or Developer, as the i::~ase may be, written notice of such dissatisfaction, Bpec-:
ifying the particulars in r•':?spect. of which Agency's and/or Devel oper's :said performance is ct,,,emed by such Parties to be in default. the date of such notice Agency's If during the thirty-:day ?tiod from and/or Developer's said pe fo:crnance shall continue to be unsatis •
factory, such Parties shalt 1 have the right (provided that no11e of such Parties is in default hereunder) to give Agency and/or lJevel oper, as the case may b~, a second notice of such disscttisfaction, specifying the particular; ln respect of which Agency's and~lr Developer's said performance is deemed by such Parties to be in 1efault, and if during the fifteen (15) day period from the date of such second notice Agency's and/or Developer's said perfo:rmance shall continue to be in default, such Parties shall have the right to cause to. be taken over from Agency and/or Developer, as the case may be (either by designating one of such Fartics to be the oper ator thereof, or by means of an entity created for auch purp1)ses §6.4 -35(a)-

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by such Parties, or by mean.; of an entity hired for such purpose by such Parties),eff~ctive on the first day of the next succeed ing calendar month, the maintenance, management and operation of the Common Areasand of any and all improvements located thereon.

Anything herein to the contrary notwithstanding, such take-ove,r of the maintenance, mar.agement and operation of the Common Are,as shall not (i) obligate any P~rty to pay any cost or expense in ~
respect of the maintenance.anagement and operation of the Coml its obliqa-mon Areas, or (ii) relieve A.:o/ency and/or Developer of .. tion to pay the cost of th~~rnaintenance,
thereof.
• management and operati
In order to implement the rights of the Par~~es which ITu\Y arise pursuant to this Section 6.4, Developer, Penney, Monwar and Harris reserve to themselves, respectively, the following rights (such rights to be exercised by the Party's Agent, when appointed pursuant to Section 1.8) with respect to Parking Area and other - C~mmon Areas, J
A. To make reasonable changes in the arrangement of tl,e parking facilities from time to time; and
B. To do and per1-0;;.m such other acts therein as in the ...
use of good business judgnient will improve the convenience and \lse thereof.
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In the event that the maintenance, management and operation of the Common Areas shall be performed by a Party other than Ag:ency and/or Developer, and Agency and/or Develope1.·, as the case may be, shall have failed to make the payments herein required to be made §6.4-·A,B • -35(b)-

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1:o such Party so operating, then any and all sums payable to Agency r and/or Developer, as the case may be, together with the right to1 ,enforce payrnent of and to collect the same shall be deemed assigned ,
to such entity without the necessity of the execution of any furt:her instrument of assignment thereof by Agency and/or Developer, other than this REA; and sucn entity shall thereafter remain responsible for such maintenance, management and operation of the Common Areas throughout the remainder of the term of this RF...A unless Agency :!nd/or Developer, as the caso may be, shall at any time or times thereafter resume the maintenance, mana9ement and operation of the Common Areas.

Notwithstanding thEi foregoing, any notice of default given pursuant to this Section 614 may by its terms be inclusive or ex clusive of that portion of;the Common Areas within the Enclosed Mall. In the event chat such notice is exclusive of such items, then and in that regard Agency and/or Dieveloper shall continue to perform the operation, management and maintenance services with respec~ to such items. In the event that such notice shall be inclusive of such items, then and in that event the new Party so operating shall perform the functions requir'2d for th~ cper ation, managE>ment and maintenance of such item:s.
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Section 6.5
BOOK 7580 PAGE329
Expiration of City Leases
If, pursuant to the provisions hereof, this REA shall remain :i.n force and effect after the expir~tion (subjt..ct to the provis.=.ons of Section 25.2) of the City Leases, then from and after such expi ration, Developer and Depar~ment Store Parties .,hall jointly main tain, manage and operate t~ Common Areas, including the Parking J\.rea and/or the Malls, in accordance with the Stand~rds of Main tenance set forth in Exhibi't:E hereto, the cost and expense thereof 1:o be borne among such enu~erated Parties in the respective ratios which the Floor Area on the Parcel(s) of Developer or a Department Store Party, as the case may be, bears to the Floor Area on the Par cels of Developer and all ~'?-partmen: Store Parties. It is covenanted and agreed that save and etept for the release of City and A9enty from their respective obliJations under the afc.cesaid City Lease, consequent. upon the expiraeion thereof, or either thereof, sub- ject to the provisionr: of this Article, each and all of the pro visions of this REA with respect to the Parking Area and the Malls (including the provisions of Article V hereof) shall remain in full force and effect notwithstanding such expiration until the termi nation of this REA.

Section 6.6 Agency Operation Prior
_to City Le,~ Terms
Du.1::ing the period of time prior· to the commencement of the respective terms of the aforesaid City Leases and thereafter during the term of this REA and in the event of default under City Leases, Agency shall perform each and all of the duties and obligations of the city as set forth therein as fully as thou9h Age~cy had been named as the les~ee thereunder.
§6.5,§6.6 -35(d)-
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. ARTICLE VII . -

IMPROVEMENT PLANS
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[',OOK 7580 PAGE Jl30
Section 7.1 Schematic and Preliminary ~lan~
The Project Architect shall (a) to the extent not hereto fore prepared or prepared by City's and/or Agency's architect(s), prepare the improvement plans for all Common Areas (including the Parking Garage) and for the integrate:d development of such Com mon Areas with Floor Area, and (b) approve the general exterior architectural concept of all improvement plans for all F'loor Area to be erected in the. Proj e,~t
frequently during the cour)e
plans for the Common Areas.

Area. Each Party shall be consulted
of the preparation of improvement
From time to time during the course
of thEi preparation of improvemen::. plans for the Common Areas, the architect preparing such plens shall cause progressive working dra,~ ings of such plans to be submitted to the Parties for review and re ommendation. Such improvement plans shall include:

A. Schematic Improvement Plans. Schematic improvement
plans for the Common Areas developed in accordance with Exhibit D I i I
attached hereto and by this :reference made a. part hereof, which shall within thirty (30) days following the execution of this REA be submitted by the Project Architect to the Parties for their re view and approval. Such schematic improvement plans shall include elevations, perspecti.ve renderings reflecting concepts, layout of parking and other Common Areas improvements to be added to th•~ Project Area.

Art. VII-§ 7. 1-A -36-
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B. Preliminary Improvement Plans. Preliminary improve-- ~
ment plans for Common Areas which shall within ninety (90) days fol lowing the approval of the schematic improvement plans by all of the Parties be submitted to the Parties by the Architect of any Party for their review. Such preliminary improvement plans shall be developed from Exhibit D and the ;approved schematic improv,~mivnt plans and shall conform to said schemati:: improvement plans anc'I. to the requirements of this REA and shall include, without limitation~ (a) All access roadways and streets, Project signs,
Malls, oedestrian walkways (exct~pt perimeter sidewalks adjacent to Floor Area), curbs, curb cuts, entrance
driveways, motor vehicle parking areas, sewer, storm
and other drainage lines or systems, fire hydrants,
lightirtg facilities and other similar facilities for
common use.
(b) The location of all facilities for common use.
(c) A cornpo:;;ite parking layout for the entire Pro
ject Area, including paving, striping, bumpers, curbs,
i location of electrolier'.; and lighting systems.
(d) A composite landscaping plan specifying over
all plant materials and:planling. including planting
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areas adjacent to buildin9s.
(e) The conditions, standard and architectural
treatrr.ent under which such improvements shall be
§ 7. l-B -37-
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located, constructed or installed. Such conditions,
standard o.r. architectural treatment shall not be less than the minimum requirements of the City of San Ber.-
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nardino or other governmental agE~ncy having jurisdiction of the performance of such work in the Project Area.
(f) The impl'ovement plans shall not include Floor
Area, but shall designate the location of Floor Area.

If a Party does not.specify any objection or make R
•
proposal that would add to or change the schematic or pre-; ' liminary improvement plans to the Project Architect, with a copy to eac!:1 Party, within thirty (30) days from such date of submisf'.1.on, such plans shall be deemed to be satisfactory for furthc:r development. If th9re is such objection or proposal , '
from ,tny Party, the Project Architect shall call a meeting of all Parties to be held within forty-five (45) d~ys from sich date of submission, to resolve and adjust any objection or pr:-o posal wit.h reference to such improvement plans. All objections or proposals shall be considered at such meeting with a view to developing such improvement plans in their.final form at such meeting. If at such meeting the Parties arc unable to agree unanimously, all matters of disagreement shall be resolved by the arbitration procedures of this REA.
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§ 7 .1-B -38-

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\'lithin sixty (60) da.ys from the date of approval of
the preliminary improvement plans, the Project Architect shall submit fin"ll improvement plans to the Parties for review. Such final improvement plans shall be developed from the approved preliminary improvement plans.

If a Party does not specify any objection or make a
proposal that would add to or change the final improvement plans to t~e Project Architect,
(30) days from su-::h date
to be satisfactory for fi
jection or proposal from·
ith a copy to each Party, within thirty
: submission, such pla11s shall be deemed
~ .
development. If there is such ob~
Party, the Project Architect shall
call a meeting
days from such
of all Par es to be held within forty-five {4S)
"" .:'late of sulfnission to resolve and adjust any
objections or proposals with reference to such final improve ment plans. All objections or proposals shall be considered at sti.ch meeting with a \/:Bi to developing the final improvement plans in their final form at such meeting. If at such meeting the Parties are unable to agree unanimously, all matters of disagreement shall bE~ resolved by the arbitration procedures of Article XV.

C. Modification of Improv_~rnent Plans. Additional improve-· ment plans for the Common Areas may be developed by the Project Arch itect for the future development of the Common Areas or may be de veloped by ot.hers and submitted to the Project Architect for its § 7 .1-C -29-
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approval with respect to architectural design. Upon such prep aration or such approval by the Project Architect, as the case may be, such plans shall be submitted to the Parties for the!ir approval.

To pl'.'ovide continuity and harmonious architectural treat ment in the development o:i: approval of such plans, prior apprnved improvement plans ::;hall be follo\:ed as a guide in any such ctddi tional plans and in the establishment of conditions, standards and architectural treatment under which 2.ddi-ci.onal improvemE?nts shall be made.

Changes may be made in approved improvement plans only
by amendments thereto in writing of Parties in interest with respect to not less than seventy-five percent (75%) of the land area of the Project Area at the time of the execution of such written amendment to the improvement plans. The cost of any approved change shall be borne by the Party proposing the same.

All .1.mprovernent plans shall be stamped "Approved," dated and certified by the Project Architect and maintained by it in a safe and convenient place with duplicates thereof being del.ivered to and maintained by City and/or Agency as public records. In the event of designation of another architect as Project Arch itect all improvement plans and other records relating ther,eto shall be delivered to the new Project Architect at the time of such designation.
§ 7 .1-C -40-
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Store Plans. · Within forty-five (45) days after
the recordation of tt~s REA, the Department Store Part~es shall respectively cause to br, delivered to Developer and Agency one copy of schematic preliminary plans for the exterior design c,f its Store and perimeter sidewalks adjacent thereto (and TBA a.nd perimeter sidewalks adjacent thereto in the case of Penney and Monwar). Said plans shall be developed in accordance with Exhibit D and shall be subject co the appr.oval of Developer and Agency as respects exterior architectural conformity with the baJ.ance c>f improvements to be constructed in the Project Area, and as r.e~ spects such portion or portions thereof or the appurtenances thereto proposed to be constructed pursuant to the easement rights referred to herein~ The approvals of Developer and Agency shall be as hereinafter provided.
~
E.
days after
Plans for Par-f'ing Garage. -~ - -....
the recordation}of this REA,
Within forty-five (45)
Agency shall cause to be
delivered to Penney and Developer schematic preljminary plans for the Parking Garage. 'l.'he structural design, layout, entry ways and exits of the Parking Garage shall be subject to the approval of Penney and DP.veloper for the purpose of assuring that the Parking Garage, includihg the locatio~ of vertical transpor- tation therein and ramps connecting the pame to buildings inq Floor Area, shall be workable ana compatible with the operation of the PE!nney Main Store Building and Devel0per ments on its adjacent Parc~ls.
§7.l-D,E -41-
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F. Pla~ for Developer Improvements. Within forty-
five (45) days after the rwcordation of this r:.EA, Developer shall deliver to the Department Store Parties and Agency one copy of schematic preliminary plans for the exterior: design of Deve1- oper1s improvements in the Project Area. Said plans shall be ~
devel0ped in accordance vlith Exhibit D and shall be subject to the approval of such specified Parties as respects exterior arch itectural conformity with the design concept of the Project, and as respects such porti0n or portions thereof or the appurtenances thereto proposed to be constructed pursuant to th€ easement rights referred to herein. The approvals c,f such specified Parties shall be as herej .1after provided. Such plans shall show the location on Developer Parcels of not less than the minimum square footage of Floor Area specified in Section 10.1.

G. Approval of Plan~. Wherever in this Article VII
approval of plans is provided for, unless a different time is therein specified, 2,uch approval shall be conclusively deemP.d to have been given unless within thirty (30) days after the receipt of such plans the receiving Party gives notice to the other Party of its disapproval. Any disapproval shall b8 made in writing and shall specify with particularity tha area of such disapproval.

Upon receipt of any notice of disapproval, th8 Party responsible for causing such plans to be prepared shall within thirty (30) days +.:.hereafter either make the necessary changes and resu.t,mit § 7 .1-F, G --'1-2- '
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said plans for further approval on the same terms, or shall give notice in writing to all Parties hereto that it does not accept such dic:;app:coval, in which event the provisions hereof for arbi tration shall be invoked.

Section 7.2 Construction Plans and Specifications
Jor Parking Garage and Common Areas
Within sixty (60} days following the approval of schem- I
I
atic preliminary plans therefor, Agency shall prepare and s11bmit (a) to D~veloper and Department Store Parties, completed construction plans and specificatio.is for all uncompleted portions of thE'? Common A:ceas and (b) to Penney and Developer, completed construc-:tion plans and specifications for the Parking Garage (which shall be in strict conformity with the approved preliminary schematic plans thE'?refor and in accordance with Exhibit D), and a proposed contract for the construction of the Conm1on Areas and Parking Ga rage; and AgE~ncy . I
shall concurrently submit to 211 other Parties evidence of its· f financial and legal ability (reasonably satisfactory to all oth r Parties) of Agency's right to construct and :-~Y for the Co~non Areas and the Parking Garage. Such completed construction pla and specifications shall comply with the provisions of para~:5ra E of Section 7.1 hereof.

Section 7.3 Construction Plans and Specificat~ons
for Developer Improvements
Within sixty (60) days following approval , -= schi:imat:.ic preliminary plans therefor, Develop':!r shall cause to be delivered to the Department Store Parties-and Agency (a) one copy of §7.2, §7.3 --43-
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completed construction plans and specifi-.:ations for the bu:i 1.d- ir~g shell and exterior walls to he constructed by Developer :~n • the Projec:t Area which shall. be in accordance with the, approved schematic preliminary plans therefor, (b) a copy of the con , c tion contract entered into by Developer for the construction of such improvements, and (c) satisfa~tory evidence of Developer's abilit~· to finance the construction of such improveme11ts. con strue' : r"' olans and specifications ~hall meet the :--0qui rement:
of paragraph r.' of Section 7l hereof. City shall iscue any "
and al::. .-:<- ,:c.:ossary permits for such work without requiring any further a~chitectural review of said plans and specificat_ons.

Section 7.4 Construction Plans an~ Specifications
for Stores -----------·-------
· Wit.hi '1 sixty (60) ,jays fol] owing app.t ·v ... l of schematic •
preliminary plans thereff:.::, r,,cpartment StorP Parties shall re!- •
spectively cause to be deliver0d to Developer ct:,d Agency one copy of their completed construction plans and specificationG f'Jr the exterior of the improve.mcnts to be constructed by thorn I
in the Pro ,e,~t Area which shc1ll be in accordance with the: appro d schematic p <iliminary plans therefor approved pur.suant to par- agraph D of Section 7.1. City shall issue any and all necessary ,
permits for such work without 1·equir ing · a;1y further. archit~ectural ~eview of said plans and specifications.
,
§7.4 -44-
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ARTICLE VJ..II.

GENERAL DESIGN DA'l'l\..

Section 8. J General Desig~_~iteria
' In the preparation of any improvement pla . the fol-· , lowing general design data, without limitation, L alJ. be fol-- 1 · low,~'d, c1s minimums, unless governn,ental specj 'icat · work establish higher standar~s:

I
):I'." s,1ch;
'
A. Sewer drainage and utility lines, conduits or sys-
f
terns shall not be constructed or main La.: :1.ed , ,.,ove , .. 1e 9.1:ound level of thcs rrn i cct Area unless such ins 1 :.lat ions arc within approved encJosed ::;tructur..!s, and shall conform tn require ments of the city of San Bernardino or other applicable goverfr· mental or private agency having jurisdiction of the work, Storm drz: _'._nage for all hc:.lrd surfaced ar, ·s, includi cJ dr;veways, park..:. ing and service aroas, terraces, plazas, marquee .. , and roor , shat . .1.. be drained 0y· may be sheet flowed to storm sewers. No o ~nas\,; shall flow across public idewalks. All nonpolll· · . d .Jaste water, such as waste r-onditioninq water, sh~]l be drained to the storm or sanitary drainage systems as permitted by local codes.

B. Each parking space, regc1.rdless of angle of :r:-\u.rking, shall t,~,e a width of 8 1 -'..:£:11 on-center, measured at ric',t angles to th(' sid•-: line of the parking space with bay widths for t-_he several paLking angles utilized as presently constrl,cted, c,r as shown on the improvement plans. In the casP or fut.ure recon struction or re-arran~ement of the Parking Area by agreement: of Art.VIII
§8.1-A,B
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the Parties, the following minimum and preferred parking bay w''ths shall be observed with respect to tr.~~ agreed angle(s} of parki

DEGREES MINIMUM PREFERRED
45° 48 1 52'
52-1/2° 50' 52'
60° 52' 54 I
90° 60' 62'
c. The ma.ximum slope in the surface Parkir1g Area
shall not exceed four perc~nt (4%) unless otherwise shown on the approved plan.
• •
D. All fire protective systems shall bei installed in
accordanC"e with the reqqirements .•' local authorities having· jur- ~
isdiction over such instlfation, and any additional requirements of any qualified inspection firm rep::-esenting any Party with rEtspect to its improvements: for·e~ample, National or Pacific Boards ol Fire Undenvrit:ers, or Factory Insurance Association.

E. Except '1ith respect to "outdoor sales"
of a 0 arcel not within
areas of Depart
a building which ment Store Parties, portions
are used for open storage of supplies, or any other articles, includ- ing waste materials o:.: refu'se, shall be enclosed by an opaque fence or wall of permanent const:ruction of at least si~. (6) feet in height.

F. The heating, ventilating and cooling system of the
Enclosed Mall shall be constructed so as to operate and be capabl,e of maintaining in inside dry bulb temperature of 70° Fahrenheit, with outside dry bulb temperature of 30° Fahrenheit for heating, and the cooling· system shall be capable of maintaining 75° Fahren heit dry bulb and 55% humidity ins .. de condit'ions with outside con ditions of 100° Fahrenheit iry bulb and 72° Fahrenheit wet bulb.

The entire system shall be automatically controlled.
§8.l-C,D,E ,F -46-
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G. The fir1ished surface of the Enclosed Mall shall be
maintained at the same elevation as the corresponding floor of the respective adjoining Floor Area at all points adjoining such Floor Area.

H. Penney, Monwar and f!;::,:rris shall each, respectively, have the right of approval (which approval may be granted or withheld in the sole and absolute j11dgrnent of each such Party respectively) of the design of that portion of the Enclosed Mall as is located adjacent to any entrance into the Enclosed Mall from each respective Store, for the entire width of the Enclosed Mall, in such area and in such depth along the Parcel line of each such Party as the Enclosed Mall extends, each such approval to inclu3e column locations, c1ecor, layout, decorative elements and the '
furnishing of such Enclosed Mall.

AR'rICLE IX

CONSTRUCTION AND OPENING OF FLOOR AREA

AND COMMON AREAS IMPROVEMENTS
Section 9.1 Department Store I_mproverncnts
Subject to unavoidable delays, each of the Department
Store Parties agrees as soon as reasonably possible after:
(a) The complet.i~1 of its final plans;
(b) Con~liance by Agency with the provisions of
paragraph E of Section: 7.1 and of Section 7.2;
(c) Compliance by Developer with the provisions
of paragraph F of Section 7.1 and of Section 7.3;
•
(d) The co11ditions of pa~agraph A of Section 9.4
have been met; and
§8.1-G,H
Art . IX-§ 9 . 1
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(e) Submission to it by ea~h Purty required to perform
construction pursuant to this REA, excepting Penney and Mon war, of evid~nce satisfactory to the Party receiving the same of its financial ability to finance such construction;
(which,:ver cf items (a), (b), (c), (d} or (e) shall last occt:lr) to cause construction of its Store to be commenced on its respectivt::

Parcels and thereaftP.r diligently prosecuted to completion and opened ~ for business, which openin-j shall, subject to unavoidable delays, occur ,.- not later than the date or'\during the months as follows:
' Penney: January 31, 1973, but in no event earlier
than fou:::teen (14) months aftei· Penney becomes obligated to cornmence its construction by the provisions of this Section; ., Monwar: Eighteer. (18) months after the date of rec-
ordation of this REA, but in no event earlier than twelve (12} months after Monwar becomes obligated to commence
its construction by the provisions of this Section;
Harris: As to the new construction on Parcel Mb,
eighteen (18) months after the date of reco~·dation of tliis !~i!:A, but in no event earlier than twelve (12) months after Harris becomes obligated to commence its construction by the provisions of this Section; and as to the remodeling and re fixturing on Parcel Ma, thirty (30) months after said record ation, but in no event earlier than twenty-four (24) montl1s after Harris becomes so obligated -to commence its construc- tion on Parcel Mb;
provided that no Department Store Party shall be obligated to §9.1 ·-4 7-
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open fo::: business during the following periods:
(a) May 1 to August 1.
(b) Novembe~ 1 to January 15.
[~~10K 7580 PAGE 3~13
(c) '!'he 30-day period prior to Easter Sunday.

All work to be performed pursuant to the p,::-ovisions of this Section shall be ir. accordance with the final approved con struction plans and specifications for such work and in accord ance with the requirements of this REA.

Section 9.2 Developer Improvements
Subject to unavoidable delays, Developer covenants and l agrees ab soon as reasonabl.v possible after the completion of i s approved final construction plans and specifications for such w rk, to cause construction of the Floor Area to
oper Parcels B, D-1, D-2, ~. F and G to be
be constructed on Deiel
commenced and therE~alter
diligently prosecuted to completion, so as to open Floor Area on said Parcels in the sequence required by paragrapn B{d) of Section 9 4 to the general public for business. All work to be performed . pursuant to the provisions of this Section shall be in accord-· ance with the approved final plans for said buildings and in •
accordance with the requirs:,ments of this REA.

Section 9.3 Agency Improvements
Subject to unavoidable delays, Agency agrees as soon
as reasonably possible after the completion of its approved final construction plans and specifications for (a) the Parki11g §9.2, §9.3 -48-

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Garage and (b) the Common Areas, to ca.use construction of the Parking Garage and the Common Areas to be commenced and thereafter diligently prosecuted to completion so that the Perking Garage shall be open to the geteral public on or before the first to occur of (i) the date the Penney Store \
or (ii) the date the Jeveloper improvements first opens for business. All work to be performed pursuant to the pro·"isions of this Sectj_on shall be in accordance with tl1e approved finiil plans for said Parking Garage and in accordance with the re quirements of this REA.

The Enclosed Mall shall be constructed in accordance with plans and specifications approved by Developer, Penney, Monwa.r and Harris, including the plq.;1s for attachment to the bv.ilding o:c im- provements of any such PJrty. In any determination of the reason- ableness of disapproval for any plan for such attachment, insurance requirements to enable such Party to have superior risk insurance, building code requirements, increased or decreased costs of con struci.:ion of the structure to which attachment is to be made, and the proposed type of facade of the structure to which attachment is to be made shall be relevant circumstances in resolving questions that may arise in such attachment. TherP. shall be no seismic load ing or structural stress placed upon any Store of Penney, Monwar or Harris or any Floor Area on Developer Parcels by the Enclosed Mall ;
- I •
structure, and the same si1;1ll be self-supporting.
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The Parties recognize that the air conditioning, venti- lating and heating specifications of the Enclosed Mall and the:Lr respective Floor Area, respectively, are critical and that the systems providing air conditioning, ventilating and heating shall be so designed, constructed, operated and maintained so as not to drain conditioned air from, nor discharge residue or return ai:r into, as the case may be, the Enclosed Mall or such Floor Area.

Developer agrees that Occupants of its Floor Area shall be sim- ilarly required not to drain condition~d air from, nor discharge residue or return air into the Enclosed Mall.

Section 9.4 Conditions Precedent to
Construction and Opening
A. conditions Precedent to Construction. ----------------------- Department Store Parties and Developer respectively, shall not be obligated to commence ccnstruction or cause construction to be commenced of their respective improvements until the following conditions applicable to it have been met:
(a) As to Department Store Parties, leases have been
committed for at least 160,000 square feet of the total Floor Area of Developer Parcels (excluding Parcels H & J). (b) As to Department Store Parties, the conditions
of paragraphs E and. of Section 7.1 and Section 7.3, and as to Developer, the conditions of paragraphs D and E of Section 7.1 and ~cction 7.4, and as to both Department
Store Parties and Developer, the conditions of Section

7.2 have been met;
§9.4-A -49 (a)-·
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(c) As to both Department Store Parties and Devel
oper, construction has been com~enced of all uncom
pleted Common Areas, including the Parking Garage; and
(d) As to Departmeint Store Parties, construction
has been co:nmenced of the Floor Area on Developer Par '· eels B, D-1, D-2, E, 4: and G . . .l/l
B. Conditions Prtedent to Opening for Business.
' '
Department Store Parties .;,;id Developer shall respectively not be obligated to open their :-,tores for business or to open or cause to be opened for business any Floor Area on the Developer Parcels, as the case may be, until the following conditions applicable to it have been met:
(a) As to Department Store Parties and Devel-
oper, the Parking Garage has been complet2d in accord
ance with the provisions of this REA and is functioning; (b) As to Department Store Parties and Developer,
the common Areas have been completed in. accordance
with the provisions of this REA;
(c) As to Department Store Parties, the building
shell of the i---1oor Area on Developer Paree ls ar.d the Enclosed Mall on portions of Developer Parcels (such por tions being in this REA called "Develo;oer Mall Parcels") required to be constructed and finisheil by Developer have been completed in accordance with the provisions of this REA.
§ 9 .4-B -50--

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(d) There is ope::n or is about to open for business:
as to wards and Harris, not l8ss than SC¾ of the Floor Area on Parcels F and G; and as to Penney, ( i) not less than 800/4 E, F and G if it of the Floor Area on Parcels B, D-1, D-2, opens simultaneously with or subsequent to Wards, or 6(1"/4 of the Floor Area on Parcel F and 800/4 of the Floor ArecL on Parcels D, E and G if it opens before Wards.
(e) As to Department Store Parties and Developer,
the conditions precedent set forth in parag-raph A of
this Section 9.4 applicable to them have been satis
fied or waived by Department Store Parties or Devel-.
oper, respectively; ar?J
(f) As to Developer, at least one of Penney and
Wards plus the Harris addition on Parcel Mb is open
or shall simultaneously open for business.

I
C. Tenancies. Dc'vcloper covenants and agrees to
..
proceed diligently to obt;.in l1~ases with Occupants mP.eting the qualifications and c~~1itions set out in this REA of Floor Are'.'l on Developer Parcels.) All such leases shall contain pro visions prohibiting the Occupant thereunder from violating the restrictions on use and occupancy set out in this REA.
•
As soon as practicable after th~ execution of each such. lease, Developer, Agency and owner Occupant, as the case may be shall deliver to Penney a written statemen~ signed by a vice pres ident or the president of the general partner of Developer h,=rein named (or, in the case of a Party subsequently becoming the DeveJ. oper hereunder, a responsible officer or representative therciof) I
§9 .4-C -51-
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setting forth the following i~1fo:cmation with respect thereto:
(a) The name of the: lessee, if any;
(b) The area and location of the space rented or ,
occupied;
(c) The date of C:OIIl\llencement of the terr. (or the
provisions of the
(d) The date
.
lea::,e fixing said date of corn.rnencement) ;
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of 1ter,
0 ,1ination (or the provisions of the
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lease fixing said date of termination) and any rights granted to the lessee to terminate the lease prior to such date; and (e) A summary of the provisions prohibiting violation
·" of the restrictions c~ use and occtipancy set out in this i ,,
REA.

No ~1ch lease shall thereafter be modified or amended so l as to change any of the terms or provisions des1cribed in said state ment as to items (a),. (c) and (e) thereof, and no such lease shall be cancelled, modified or amended so as to chang0 any provision 1.n said statement as to item (d) thereof prior to the commencement of said lease, without, in each case, the consent of Penney, which shall not be unreasonably wi{hheld or delayed.
·-"' ·-~
Section 9.5 Separate Works of Improvement.!..

For all purposes applicable to the provisioris of Chapter 2, Title 4, Part 3 of the Code of Civil Procedure of tho State:
§9. 5 -5l(a)-
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of California (§§1181-1203.1), the construction of:
(a) The Parkin~ Garage;
{b) The Common Areas, including, without lim
itation, Malls and pedestrian bridges; and
(c) The construction of the improvements on the
De,, , ,, er Parcels, Penr1ey 1?arcels, Monwar Parcels and Harris Parcels integrated therewith,
shall each be deemed to be separate and distinct ''works of improvement," as defined in §1182 C.C.P.

Section 9.6 When Construction Deemed
to Have Commenced
I
For the purp('ses of this Article, Department Store Partiea, Developer and Agency shall each be deemed to have commenced con struction when it (or when Upham, in the case of Penney):
§9.6
(a) Has completed rough grading for its improve-
ments to the elevation shown on Exhibit A;
(b) Has entered into firm contracts fo:~ the con
struction of said improvements, the co;nmcncement of con struction of which is required by this Article;
(c) With respGct to Agency, has delivered to all
other Parties proof reas(inably sat:i sfactory to such Par ties that it has (i) available sufficient funds or {ii) a binding underwriting of a responsible financial insti t11tion to assure complel:ion of all parts of the improve ments required tc be constructed by it under this Article . -52-
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ARTICLE X

DEVELOPMENT OF FLOOR AREA
AND C(Xl.1)1ON AREAS
BOOK 7580 PA~E 350
Section 10.1 Dev~per and Agency Improvements
After (i) Develope.t· has completed compliance with the conditions contained in paragraph F' of Section 7 .1 and in Seic tion 7.3 and (ii} Agency has completed compliance with the con ditions contained in paragraph G of Section 7.1 and in Section

7. "> (or Departme".lt Store Parties have waived such compliance!), the improvements on Devel0per Parcels, Agency Parking Parcel and Agency Mall Parcel shall contain:

A. Common A:ceas a., sho\' '. on the improvement plans.

B. Buildings for occupancy by Developer's tenants
containing not less than 320,000 square feet of Floor
Area on Developer Pare.els B, D-1, D-2, E, F and G.

C. Parking' Area., as shown on the improvement plans.,
providing at least th~ Required Parking Index (including the Parking Garage providing at least 1,000 parking
spaces) and initially providing an aggregate total of
.3, 550 parking spaces in the Shopping Center.

Such work shall include all of the rt~dcvelopment work
in the Project Area as shown on Exhibit A, other than the im provements to be constructed by or for Department Store Parties pursuant to this REA.

At least ninety percent (90%) of all Floor Area on
Developer Parcels shall be exclusively for retail use.

The heights of sai1 buildings shall not exceed those
specified in Section 4.7 h~reof.

Art.X-§10.1-A to C
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BOOK 7580 PAGE ~!51
Section 10.2 Impr:''>vements of Department
Store Parties
The Main Store Building constructed for l-'enney on Parcel C shall (a) contain not less than 200,000 square feet of Floor Area, and (b) have maJor customer entrances at each of the two levels of the Enclosed Mall; the Main Store Building constructed by Monwar on Parcel A shall (a) contain not less than 149,000 square feet of Floor Area and (b) have major customer entrances at each of the two levels of the Enclosed Mall; and the Harris Store (including its addition on Parcel Mb) shall (a) contain not less than 225,000 square feet of Floor Area and (b) as respects '
said addition on parcel Mb shall have major customer. entrances at each of the two levels 0£ the Enclosed Mall, and as respeicts the existing portion of the Store on Parcel Ma, shall have a major customer entrance upor ti.i.e open mall portion of the A9ency Mall Parcel.

A. The
~
--~~TICLE XI

GENERAL CONSTRUC'IION REQUIREMENTS
pa~ties perlr~ing any work pur~ua~t to thi.; REl\
severally agree to perform their respective work so as not to cause any increase in 4-:he c<;,st o_;_ constructing the remainder of the Shopping Center or any part thereof which is not reason ably necessary, and so as not to unreasonably interfere with any construction work beirg done on.the remainder of the Shop ping Center or any part thereof, or with the use, occupancy or enjoyment of the remain--Jer of the Shopping Center or any part §10.2
Art.XI -A .
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thereof by ~ny other Partl,, and any other Occupant of the Shop ping Center.

B. From and aft
ing Floor Area of any Par
the opening of the building cont~tin
abutting on the Enclosed Mall, each
other Party thereafter er.,cting or constructing any building shall erect and construct a barricade at least eight (8) feet in height, surrounding the building or buildings so being con~tructed. Such construction barricade shall be kept in place, in good condition and repair, until the building so being constructed is securi! from unauthorized intrusion. All barricades shall be painted in colors approved by the Project Architect.

C. Each Party agrees that all construction to be pi:~r formed hereunder shall be done in a good and workmanlike manner, with first-class materials and in accordance witi1 all applfcable laws, rules, ordinances and regulations. Develope:c shall, UJ~on demand, deliver to the other Party or Parties demanding the same, evidence o-1: completion of such work in compliance with all applic- 3ble laws, ordinances, regulations and rules in compliance with the .
final Developer plans, appi:-oved pursuant to Section 7 .lG her,eof, and that all such costs, expenses, liabilities 2nd liens arising out of or in any way connected with such construction have been fully paid and discharged -of.record, or contested and bonded, in .. ·' ' which event any ju~gment or other process issued in such contest shall be paid and discharged before execution thereof.

D. Each Party, as Eespects its respective construction, shall use all reasonable efforts to cause its architects and Arl.XI-B to D -55-
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contractors to cooperate and coordinate its construction with the architects, contractors and construction work of the other Parties hereto to the extent reasonably practicable.

E. In the event any mechanic.., 1 liens are filed agai1:'l.st the Parcel of any Party, the Party suffering or causing such J.ien to be filed hereby covenants to either pay the r:; :,me and have it dischargec1 of record promptly, or to take such action as ·, :1y b:, required to seasonably and lt:.gally object to such lien, and in all events agrees to have such i.ien discharged prior to the foreclos ure of such lien. Upon request of aHy other Party, the Part:• suf fering or causing such lien tu be filed agrees to furnish such securit· is may be required, ~o and for the benefit of such other Party, or any title insurance and trust company designated by such ot~er Party, to permit a report of title to be issued rci,1Lin~J to such Party's Parcel without thowing ther1:'!on the effect of such lien. ;,

ARTICLE XII
·fP~AAT~
Sectio.1 12 .1 Ope~ation of Stores
A. Covenant with Re~ect to DeparL,,,,__.~--e~ <>re. PennE~Y and Harris each covenants that it will operate, or cause to b, · opc,ratcd ' (under the name of 11 Penney
11 art'd "Harris, 11 as the case may be, or such
ot:1er n:'•ccc as may be used to identify the majority of the stol~cs in Southern l ·lifornia operated by it) a department store on its Par cel C or. Ma and Mb (collectively "M"), as the case may be, ' ,r the fifteen (15) year period from and after the date, the first Mc1in Store Buildi.ny of the Department Store Parties is first opened for business wit. 11 the public, but in no event shcJ.11 such period . o Pc.!noy or Hc1rr:is be less than fourteen (14) yea1·::.~ and six: (6) 1:1onth:.

Art .Xl.1.-~12 .1-A ,-55(a)-
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Monwar covenants and agrees that Monwar will cau~.e Mo::itgom- •
ery Ward & Co. , Incorporated to operate :· · inder the name uf " ,,..· ds •·) or such other name as may be used to iden: ~ fy t,, ... ~ majorily of stores in Southern California operated b 2 lontgomery Ward & Co., In,...,,rpor- at.ed) a deparLment store on 'its Parcel A for the fifteen (1:.,) yeal· period from and after the date tr.e fj · .:.t Main Store B .Lld.1 ,g of -c.hc '1
'
Department Store Parties is first : ~;ened for business with the gen e .. al public, 1-.,ut in no event shall such period be less than fourteen (14) years and six (6) mont~s.

For the purposes her~eof, t..Le department store on P~- eel c, ..;
t
"' A or M, as the case may be, :shall be aeemed to be operated during perio .J of cessation of actual operations if such cessation of oper.alions results from:
(a) Such reasonable interruptions as may be
incident to the conduct of similar businesses;
(b) Periods of total or _ ... rtial stoppage -~ oper-
ation reasonably necessary because of constru..::' · ,....,n, re construction, alterations, improvements or repairs on
or to the department store in ~1uest:i.on;
(c) Condemnation; or
(d) Unavoidable delays.

Notwithstanding the foregoing, any oblig
r-"Pnrtment Store :?arty to OP::?rate its department
J •
;:;;ai.d shall cease in the ever!:: Developer ceases l
, .. any
as afora
.,rl ,. with.
the provisions of Section J.2.1 hereof, but no such cessation by any nepa.rtment Stort! Party shall in any manner be ·onstru?.d as diminishing or be de0med to con•:titutn aw, iver uf any othe right of any D~partment Store Party so ceasing tc 0~ i·ate aris ing from the failure of Developer to perform its c.:ovenant Sfit forth in Section 12. 2 hcrr,of.
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The covenants contained in this Section 12.l shall, at the .request- of any l~n..::;..r .. :1 the respective Parcels J.. eferred to herein, be subordinated to the l~en of any mortgage, ind,nture or deed of trust (including, but not by way cf limitation, ar· · lanket mortgage or deed of trust which may cover any other proper1J or properties of such Party, whethe,: owned in fee or as a leasehold. in addition to the property interest or interests previously referred to 1.n this sentence) to the. end that a purchaser or pu)·c'"lasers in any foreclosure proceedings, or pursuant to any exercise of power of s > or anv grantee under i'\ deed in lieu of foreclosure, and all - I ., < " _:essors to or through any . ' i;uch purchaser or purchas rs, or to • ..
the or through any such grantee, '.,hall take free and clear of •' covenant. Each Party covenants and agrees to execute and deliver to the others, upon request therefor, such instruments, in re cordable form, as shall at_any time ~nd from time to time be re quired (the form of which shall br• in th,e sole and absolute judgment of counsel for such Party) in -order to confirm or effect any :;;uch subordination as referred to in the preceding sentence.

Nothing contained in this Section 12 .1, or else:wh1?rc 1.n this REA, shall be construed or. deemed in any way to proscrib,~ or limit any use of the Parcel o?: any Party, or the improvement there- 1 on, except as specifically herein provided, and except as provided ,
in Section 3.4 hereof. Each and all of the provisions of this REA on the respective parts of Penney, Monwa:r and Harris to be per formed (whether affirmative or negat-ive in natur2) are intendE?d to t
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BOOK 7580 PAGE3Ei6
and shall bind each and every persm1, firm, ass~ciation or corporation comprised within the term Penney, Mor.war and Harris, respectively, at any time and from time to time, and shall in\1.re to the benefit of Developer.

B. Type of Operati~n.

The hours of operation, the number and types of depart ments to be operated in the department store on Parcel c, A or M, as +:he case may be, the particular contents, wares and mer chandise to be offered for sale and the services to be rendered therein, the methods of merchandising, and the manner of oper ating the department store in every respect whatsoever shall be within the sole and absolute discretion of the Department Store Party operating a particular department store; provided, however, • that such total operation mu:;;t constitute the operation of a department store.
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Each Department Store Party shall have the right, but
not the obligation, to operate any department or departments of its department store in whole or in part by licensees, ten ants and/or concessionaires of such Department Store Party.

Section 12.2 peveloper's covenants
Developer covenar.ts that it will operat':'!, or cause to be operated, during normal and customary business hours, the Floor Area required to 'be constructed by Developer on Devel oper Parcels pu=suant to th9 provisions of Article IX hereof, so long as one of the Main ;;tore Buildings of the Department . ' Store Parties are open for business, in the following manner:

A. As a complex of retail stores and commercial
enterprises which is a part of a first-class regional shop ping center with related Common Areas facilities.

B. Use its best efforts to:
(a} Have the Floor Area required to be build
by Developer pursuant to Section 10.1 occupied in
its entirely:
(b) Have at all times a proper mixtur2 and bal-
ance of ten~nts: and
(c) Maintc: in a of ma.nagemer.t and oper-
ation not less than that generally adhered ~o in other
similar regional shopp,ing centers in Southern California where there is a depar'tment st.ore of a type a.1d charact:er similar to.the Stores of Penney and Wards.
§12.2-A,B -57-
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c. under lhe name of ••central City Ma11•• ~nd under no other name without the prior approval of Monwar, Penney ?nd Harris~
D. So as to hav~ Floor Area of at least 300,000 square
feet on Developer Parcels, subject to the provisions of Section

13.4D.

E. To open F'loor Area on Developer Parcels B, D-1, D-2, •
E, F and G containing not less than the minimum Floor Area as pro- !
vided in Section 9 .4B (d}. !
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E. To open not 16'3s than the minimum Floor Area as
provided i~ Section 9.4B(d).

F. So as not t.o substantially change, modify or alter
in any manner or to any extent whatever the exterior of the building shells on Developer Parcels without the prior approval of Monwar, Penney and Harris.

G. So as not itseif to vi late the restrictions ro-
ferr~a to in the last sentence of Section 9.4c hereof, and u;ge ' all reasonable efforts to r~strain any violation thereof by ., I
Occupants of Developer Parcels.

H. In accordance with the rules and regulations prescribed in Exhibit F hereto.

For the purpuses of.this Section, ~ny retail store
constructed by Developer ln the Project Area shall be deemed to be operated during periods of cessation of nctual operation if such cessation of opera0ion results from:
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(1) Such reasonable inter.ru1->tions as may
be incident to the con~uct of similar businesses;
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{2) Periods of paFtial or total stoppage
made reasonably necessary because of construction,
reconstruction, alterations, improvements or repairs
in or to such Stores in question;
(3) Condemn~tion; or
(4) Unavoidable delays.

Section 12.3 Rules and Regulations
Penney, Monwar and Harris, each severa.lly, agrees to
observe and comply with, and shall cause its respective Per mittees to observe and comply with, and Developer shall caus1= its Permittees to observe and comply with, such rules and req ulations related to the Shopping Center as may be adopted by the mutual agreement of the Parties hereto from time to time.

The Parties hereto do hereby adopt the rules and regulations attached hereto and marked Exhibit F until such time as new and different rules and regulations shall be adopted as aforE:? saia.
§12.3 -59-
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Am'ICLE XIII ---
'- )
BOOK 7580 PAGE 360
DAMAG~INSURANCE Al\"D REPAIR
Section 13.1 Indemnity an<:!_Liability Insuranc~
Developer, City anc. Department Store Parties, respect ively, shall each hold harmless all other Parties and all Occu pants of the Parcel(s) of the other Parties from all claims or judsments arising from the use of Floor Aren and/or Common -Areas located within the respective Parcel(s) or portion(s) thereof which the indemnifying Party has the responsibility to operate and maintain (as between the Parties hereto) pur suant Lo this REA, unless such claim or judgment is caused by the negligence of such other, Party or Occupant. Developer shall ' • cause Occupants of Floor Ar~~ on Developer Parcels to indem- nify and save harmless DQveloper and City from any and all claims arising from any aft, omission o.c negligence of such Occupants, or their contr".3:ctors, licensees, agents, servants ' or employees, or arising fr0m any accident, injury or damage whatsoever caused to any Person or Property occurring in or about the Floor Area occupied by such Occupants, or any part thereof, and from and again1:1t all costs, expenses and liabil-· · ities incurred in or in connection wit_h any such claim or pro ceeding brought thereon. P\,lblic liability insurance with limits Art.XIII-§13.l
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bDOK 7580 PAGE ~J6f
of not less than {i) $500,000 for each individual, $1,000,000 for each accident, and $100,000 for property damage in the case of City and Agency, respectively, and {ii) $1,000,000 for each individual, $2,500,000 for each accident, and $200.000 for prop erty damage in the case of Developer and Department Store Pa:r ties, respectively, shall be provided by t',e indemnifying Par ties, respectively. The other Parties shall be named as addi tional assureds.

Section 13.2 ------- Extended Coverage In~urance
-
A. Developer and Department Stores Parties, respect
ive_;_y, shall at its expense cause buildings and improvements con taining Floor Area and all parts thereof on such Party's Parcel(s) to be insured against loss or damage by (i) fire and such other casualties as are included in the standard California extended cov erage form of fire insurance policy, in an amount which will pre vent the insured from being a co-insurer and, in any event, in an amount not less than eighty percent (80%) of the full replacement cost thereof (excluding the cost of excavations, footings and foundations) and (ii) earthquake, in an amount not less than ninety percent {90%) of the full replacement cos;- thereof {excluding the cost of excavations, footings and foundations), with a deductible not in ~xcess of five percent (5%).
~
B. City shall maintf:in the insurance requi~ed by the
"
aforesaid Lease Agreement {Parking) ~nd Le~se Agreement (Mall).

C. As used in this Section and the preceding Section 13.1 the term "C:.ty" shall also refer to Agency if and while Agency,is performing City's duties and obl"igations pursuant to Section 12.3.

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All insurance coverage provided for in this Section
shall at all times be maintained with a responsible corporate insurer aut~0rized by certificate of the California Insurance Commission to do business· in the State of California.

Notwithstanding the foregoing, each of (i) J. c. Penney Company, Inc. while a Party hereto, (ii) Monwar Property Corpo:.:ation while a Party hereto, and whi:e a wards department store is bE~ing operated on Monwar Parcel A., and (iii) Montgomery Ward & Co., Incor- t
porated while it operates the Store on Monwar Pc.reel A and has. e - pressly assumed and agreed to perform and is performing the obli ations of Monwar pursuant to Section 13 .1 and this Section 13. 2, may at. i'ts election carry ~he insurance required to b~ carried by it pursua t to Sectior,s 13 .1 an•:l 13. 2 under any plan of self-insurance which it may from time to time have in force and effect, provided that it ha::: a net .worth of at least $20,000,000. Said J.C. Penney Company, Inc., Mon war Property Corporation, t:ontgomery Ward & Co., Incorporated and John S. Griffith & Co. (while in its capacity as the managing jofnt venturer of Developer herein named) may respectively carry such insur ance under any so-called blanket policy or policies of insurance,cov ering this and other locations.

Section 13.3 - Obligation to Repair
Each Pa.rty shall at all times maintain or cause to bt:? main tained all buildings and other improvements containing Floor Plrea within suc::h Party's Parcel{s) (exclusive of portions which may be dedicated to public use or condemned) in good condition a11d rE:?pair (ir,c.:luding 2::epairs, rest.oration or :t.·econstruction in the event: of -:.iamage or destruction as required by the following Section) with out ~ost or expense to all other Parties.
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Section 13.4
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Repair, Maintenance and
Restoration of Premises
BOOK 7580 PAHE363
Subject as hereinafter provided, in case any building· Ol:' improvement constituting a part of any Party's Parcel(s) shall be jaffiaged or destroyed by any casualty and a Party is required to repair, restore and reconstruct the same, such Party shall within ninety (90) days thereafter submit to the other Parties plans. and specifications for, and upon approval thereof (as respects only the architectural compatibility of the exterior thereof, and compliance with all other requirements of this Section) by the other Parties shall, with reasonable dispatch, commence and diligently prosecute to completion (i) the repair,. restoration or reconstruction of the damaged or destroyed portions (or the whole thereof, as the case may be) of any such bui~rling or improvement, (ii) the erection on such Party's Parcel(s) of such new building and improvements as such Party may elect (provided the same is reasonably harmonious architectur2.lly with the remainder of the Project Area remaining or •
as reconstructed), or. (iii) the demolition of the destroyed or dam aged building and improvements as may be required, all to be condt1cted in such manner that upor, the completion of such repairs, restoratior,, reconstruction, erection or demolition the building or improvement ;
on such Party's Parcel(s) s1'£~11 comply with the following require- ments:

A. The building (s)., building equipment and other irnpr.ove-, !
ments 130 damaged and there.a~er repaired, restored or reconstructed shall be of a value not less than the value of such buildjng(s), ~uilding equipment and 0ther impr.ovements immediately prior tot •
§13.4-A -63-
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any such damage and not theretofore repa:~ed, restored or reconstructed •
B. The,, shall be 9£ modern fire and earthqua~e re-
sistant construction suitable for use as that being conducted immediately prior to such damage; shall be designed and con-· structed in a first-class $rkmanlike manner; shall be struc-, turally sound, and shall be architecturally harmonious with the architectural concept cf the remainder of the Project Area.

C. They shall be ;of a value not less than the value
• I
of the building {s) or imprc'vements so damaged or destroyed immed iately prior to any such d<image or destruction not theretofore repaired, restored or reconstructed.

D. They shall contain not less than that numb~r o:E
Rquare feet of Floor Area (or square footage in the case of the Malls and Parking Area) that existed therein immediately prior to any such damage; provided that the Stores shall not be required to have Floor Area in excess of the following:

Penney
Wards
Harris
150,000 sq. ft.
12!'.i,OOO sq. ft.
:od,ooo sq. ft.

E. All such wor~ shall be completed with due uili9en,~e, subject to unavoidable delays, and at the sole cost and exp,:nse (except as herein proviiied t.o the contrar.y) of the Party pe:rform ing the same.

F. city, Agency and Developer each covenants, sev,:rally, i
' that all insurance proceed~, if ariy,, paya.ble to it on account of !~
such damage or destruction~shall first be made available fo:r the •
§13 .4-B to F -64-
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repair and restoration of any damaged Common Areas on its respect- ive Parcels. The
in trust and made
amount ff:any in~urance proceeds shall be held
available in progress payments during the p:ro-
gress of the restoration of such Common Areias in the same manner as progress payments are to be made for damage to the Common ArE::a by rP-ason of any taking by condemnation as provided in Articl•:! XXI B.

G. Developer covenants to and with Penney, Monwar and
Harris, each S8Verally, that in the event of any damage or destruc tion to all or any portion of the Dev«:!loper Enclosed Ma 11 Sto:ces (those stores of Occupants on Developer Parcels B, D-1, D-2, E, F and G) it shall cause such Developer :E:nclcsed Mall Stores to :oe reconstructed; provided that at the time of such destruction a.t least. two of the Stores of Penney, Monwar and Harris shall be oper- ating in the Shopping Center. In the event that less than two of .
the Stores of Penne,y, Monwa:i:: and Harris shall at the time of :such <lest.ruction be operating, or should 1«2!ss than t¼'o of such Part iei:; agree to restore their Stores in the event of simultaneous de:;truc tion thereof with the Developer Hnclosed Mall Stores, then and in that event the obligation of ;Developer shall be to reconstruct and restore the Developer Enclosed Mall Stores lying within 200 fE~et of any such remaining Store.

H. Penney, .Monwar (Monwar shall cause Wards) and Harr.is, each severally, c01enants each with t~e other and with Develo1>er, in the event of damage or destruction to all or any portion of their respective Stores that each, respectively, shall repair, re store and reconstruct any building or improvement on its Parcc!l (s) l
.
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§13 .4-G, H -64(a)-
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BOOK 7580 PAGE 3(16
\-1hich is damaged or destroyed by any casualty during a period of twenty-five (25) y~ars after such Party first opens for business in the Shopping Center; and from and after such twenty-five (25) year period shall also be required to so perform such repair, res toration or reconstruction (but only to the extent of the insurance proceeds available to it for such purpose) if at the time of the occurrence of the casualty requiring such repair, restoration or reconstruction, ·at least one of the other ~drties shall be oper ating its Store in the Shopping Center (or as to any Party(ie:s) not so operating, it or they shall in fact have commenced the resto- ' ration ~fits Store). ,.

I. It is recognized that from time to time during the,
'
tP.rm of this REA, each Party may require a temporary license to use portions of the Common Areas for the purposes of:
(1) Performin0 maintenance upon, and making repairs
to, and/or
(2} P.aking construction alteLations, adJitions and
improven:ients, or razing and replacing the whole or any part of Floor Area on the Developer Parcels and the
Stores, resper.tively, pursuant to this REA (the activ ities referred to in this subdivision (2) being herein after collectively referred to as "construction''), and (3} Obtaining access, ingress and egress to ar-d from
the Common Areas, the Floor Area on Developer Parcels, and the Stores, as the case may be, to carry on such mainte n, ice, repair and construction.
§13.4-I
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BOOK 7580 PAGE 36:7 •
Within a reasonable time prior to the commencement of any such maintenance, repair or construct.ion, the .Party desiring to undertake the same shall sllbmit to the Party owning the ?arce:i. in 1 question for its approvai (which approval shall not be withl;eld) a plot plan of the Shopping Center, the Floor veloper Parcels and the Stores, as the case may be, and unreasona41y
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Area on D _J
except the:
portions of the Common ArecS being utilized by such Party pursuant to this Section 13.4! free from and un.obstrucLed by any loose dirt, debris, equipment or construction materials related to such m;1ln~e nance, repair or construction.

J. Whenever any Party is not obligated hereunder to re store, repair or rebuild any ~uilding that has. been damaged o~ (
destroyed and elects not to d9 so, then, and in such event, s1.1ch Party shall raze si ... ch building or such part thereof as has be,2n so damaged or destroyed and clea.r the premises of all debris and shall '
&.
cau::;e said area to be pavec1 a·t its expense; and thereafter said area shall become a portion of the Common ArecBuntil such time as said Party may elect to rebuild thereon.

If any dispute snali arise among the.Parties, such dispute shall be determined by arbitr:ation pursuant to this REA • ..
§13 .4-J -65-

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Section 13.5 Waiver re casualty Losses
Each Party hereby releases each of the other Partie:3
from any liability for any loss or damage of the type cover,~d by fire insurance with extended coverage, and grants to the ottier Parties, respectively, on behalf of.any insurer provid ing such insurance, a waiver of any right of suLrogation wh:tch any such insurer of any one Party may acquire against any other Party or Parties hereto by :virtue of payment of any loss cov-· ered b~ such insurance. ,,
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~RTICLE XIV

MISCELLANEOUS ---------
Section 14.1 Injunctive Reli~f
In the event of any violation or threatened violation
by any
!
Party or Occupart oi
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any part of the Project Area of
any of the terms, restrict .... ons, covenants and conditions heJ:ein provided, any of tbe I-arties shall have the right to enjoin such violatic~! or tl:,:.c~a.tened violation in a court of competent juris diction. Prior to the commencement of any su_ch action, notice of such violation shall be given to the other Party or oth01= Person responsible therefor.

Section 14.2 <;elf Help
In the event any Party shall fail to perform (a) t1Jo
work or furnish the services referred to in Articles VI and XII, or (b) any of the terms, provisions, covenants or conditions to be performed o:;.:- complied with by such Party on its Parcel(s) .

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§13. 5 .-6 -o -
Art. XIV-§ JI! . 1, § 14. 2
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pursuant to the provisioJ1s of thi.s REA upon or as to the t~om- mon Areas or Parking Area on its Parcel, the other Parties shall each have the right to enter upon the Common Areas and Parking Area of su.ch Party (without being obligated to do S( J to perfo .. :m such work or f.urnish st,ch ;,:;ervices.

As a condition of the right to the performance of :-iny work CL- furnishing 0£ service by one Party upon the Common Areas of an:z, ,ther l'ur.ty, notice of its intention so tu do, specify ing tt,,, wr, •. to be performed, shall be given to the c1efau.' .:.:ing Party:, provided herein and not le!'ls than ten (10) dayr prior t0 t.he commencement of such work(or not less than forty-eiqht (48) hours after servi~e of such notice if in Lne judgment of the Party <; ~--' ing notice, reasonabJ y exercisL.J, such default relates to.a matter which 1- of an emergenc_; nriture). Duri,1•J such ten (10) day .period or forty-eight (48) hour period, a:s the case may be, the defaulting Party shall have the right to perform or commence performance of such work, and provided sue:
work is a: liqcntly ca·rried _~o completion, the right of each other Partv to perform such, work resulting from such default shall be automatically terminated.

Up-:>n comoletion of ·such wo~ k or service furnishC>d, •:>r - ! '
from time to time if the work or service is of a con' ~JH • .;.ng nature, an itemized statement of the cost thereof shalJ he submitted to the defaulting Party and tne amount thereof sh.111 be immedia,tely due and payable by ,_'1e defa,.:;,.tin':1 Party to t ,o §14.2 -67--
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Party sn performing. Such ,;tatement of cost sL , ,r~ · int~rest at one percent (1%) over the then prime interest rate per annum (but not exceedi,:g the maximum rate permitted by la,.; until paid.

Ench Party shall have the right tr, ded1.'-ct th,! amou'.1t payable by i l., without interest, from any sums then due or thel 7.f,or becoming due by such Party to'the defaulting Party. If the. ruaunt thus stated is not paid within thirty (30) days, the Party p~ ~orming the wor1-: nr service, by serving a written not -ce uJ::-'un th(~ Party own- ing . he Parcel (s) upon which the work was pc ··form •r1, desc-ribi.n9 the entire Pa:r:cel (s) OW!JE:d by such Party in thP Project Area, the n~ture of i_he \:Ll;k or SGrvices and the cost thereof, ,,nd record- ing a copy of sucl1 notice ~n the, ffice oft:
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Bernardino County, shall etitablish a lien upon the Parcel (s) of , such Party in the Project Area in the amount stated in the J::-eco fed nc;, ice. No lien shall exist un':i_,_ such noti'-'t recorded. pr'.-·~: i-v of such .1 i, :1 shall be determined as of the date vf ing t' .~ same of rEc'cord, but such lien shall in any event ,_ 1'h
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·~dinate to any first mortgage, fir~t deed of trust or financ- ing leaseback as respects, ".f Parcel(s) of a Pc:1.cty. Suen lien shall C"0nt; '1Ue until fully discharged but in no event ; .)n( . five (5) years from the date of recording and may be fo1::-eclosec, in accordance with the law pertaining thereto. Such lien shal also ::.;1;c: ..ire the reasonable costs and expenses of enfo; ..:ing the i
sarno, inclnninsr interest trc,m the date of recording ,, •· :.e rate of seven percent (7%) per annum and attor.·neys' fPes.

In t!.~ eve,-._ any mor·tgagee, trustG:t! or beneficicry under a deed of trust, Party, Occ'Want, fee owner -~,;_- ·:es see of record shall • request that it be given fimultaneous notice un, ,- tl1is Section, all notices shall be given i.n compliance with f'"1r.h request if -68-
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notification of such request shall have been given to th9 othe:r Par ties. Nothing contained in this Section shall be deemed to apply to the Agency Parking Parcel or the Agency Mall Parcel so longr as the same are leased to the City under the City Leases, except if Agency has taken over the pelformanc,.:! of the ob2.igations of City under the City Leases pursuant to ~he last sentence of Section 6.1, in which ' event this Secti)n shall be applicable.

Section 14.3 Unavoidable Del~~
If performance of any a1~t or obligation of any Party heri,n is prevented or delayed by Act of God, war, labor disputes or othl". ~ at1se or causes beyond the reasonable control of such Party, the performance of such act or obliqation shall be extended for time fr the
' the p riod
that such act or performance is prevented or delayed by any such _ause or causes. ,,
Section 14.4 Notic~ as Prereq~isite to Default
A Party shall not be in default under this agreement excE\,t under such provisions as require the' performance of an act on or before a specific date or within a specified period of =.ime unless such Party shall have been given a notice specifying such default (a) within the period of thirty (30) days (except under Section 14.2) or (b) commences to cure such default within such period of time if such default cannot be completely cured within thirty (30) days (except under. Section 14.2) .
and thereafter diligently procee!ds to complete the curing of su,~h default.

Section 14.5 Brea~h Shall Not Permit Termination
It is expressly agreE:id that no breach of this RE.~ shal 1 enti tlc any Party to cancel or rescind or otherwise terminate this RF.A, but such limitation shall not affect in any manner any other rights oc rem- edies which the Parties may have hereunder by reason of any brc:!ach of this REA.
§ 14 . 3 to § 14 . 5 -69-
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Section 14.6 Brea~h Shall Not Defeat Mortgage
A breach of any of ·the terms, conditions, covenants o:i:: r -. strictions of this REA shall not defeat or render invalid the li of any institutional first mortgage or institutional first deed of trust made in good faith and for val 1.1e but such term, condition, cov enant or restriction shall be binding upon and effective against any of the Parties whose title to a Parcel(s) or any portion ther~of is acquired by foreclosure, t1ustee's sale or otherwise.

Section 14.7 Attorneys' Fees
In the event that at any time during the term of this REA any Party or Parties hereto shall institute any ilction or proceed ing against the other or others relating to the provisions of this P;:;:A, or any default thereunder, then and in that event the unsuc- cessful Party or Parties in such act.icn or proceeding agree to reim-· ' ' .
burse the successful Party•or Parties therein for the reasonable .. .,. expense of attorneys' feespnd costs of suit incurred therein by ,, the successful Party or Pa~ties.

Section 14.8 Tim.9 of Essence .

Time is of the ess~hce with respect to the performance of ~
each of the covl:!nants and ;-,greements contained in this REA. ~
Section 14.9 Gov--lrning Laws.,
This RF'...A shall be construed in accordance with the laws of the State of California,
Section 14.10 Waiver oE Default
No waiver of any default by any Party to this REA shall ~e implied from any omission Ly any other Party to take any action in respect of such default if such default continues or is repeated.

No express waiver of any default shall affect any default or cover any period of time other than the default and period of time speci fied in such express waiver. One or more waivers of any default in •
§ 14 • 6 to § 14 . 1 o -70-
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the performance of any term, provision or covenant contained in tr.-'_,::; RFA shall not be deemed to be a waiver of any subsequent default in the performance of the same term, provision or covenant or any other term, provisj on or covenant contained in this RF...J\. The consent or app::oval by any such Party to or of any act or request by any other Party requiring consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent sim ilar acts or requests. The rights and remedies given to any Party by this REA shall be deemed to be cumulative and no one of such rights and remedies shall be exclusive of any of the others, or of any other right or remedy at la.w or in equity which any such Party m1.ght other- . h b ' t 'f 1 d . · · wise ave y virtue of a 4e' au tun er tnis REA, and the exercise of one such right or remedy r· y any such Party shall not impair such Party I s standing to exerc 5r-: any other right or remedy. ,.

Section 14.11 No ~artnership
Neither anything in this RFA contained nor any acts o:f the tr
hereto shall be aeE:med or construed by the Parties he1,eto, or Pa1:ties any of them, or by any third person, to create t:he relationship of principal and agent, or of pQrtnership, or of joint venture, or of any association between any of the Parties to this REA.

Section 14.12 Successors
This REA. shall, except as otherwise provided herein, be binding upon and inure to the benefit of the successors and assigns of the respective Parties to this REA ..

Section 14.13
The Parties each represent and warrant that they have not engaged any b·~oker, finder or other person who would be entitled to any commission or fee in respect of the execution of this REA, and each of the Parties agrees tjo indemnify and hold harmless the other against and in respect of any and all losses, liabilities or expenses which may be incurred by the other as a result of ar1y claim which may I
be asserted by any such brokiJr, finder or other person on the basis of any arrangements or agree'l'nents made or alleged to have been made on behalf of such Party.
§14.11 to §14.13 -71-
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ARBITRATION OF DISPUTES
Section 15.l Arbitrable Matters
•rhe provisions of this Article shall <;rovern the determi-· nation of only such disputes which, by the specific provisions of this REA, are to be resolved by arbitratlon and shall also gov ern all disputes arising from the failure or refusal of the Pro ject Architect to approve matters submitted to him by any of the Parties pursuant to the provisions of this RF.A.

Section 15.2 Arbitration Procedures
In the event that any Party notifies the Project Archi--. tect in the case of any plan or proposal prepared by or requir ing the approval of the Project Architect, or the Party making the proposal (if approval of ~uch proposal by the Project Arch- itect is not required;, of its objection in writin.g thereto ,.
within the period of time from the date of submission spE:cifically provided hereunder, then upon written objection being given to all Parties to any plan or proposal .submitted, in cases where approval of the Project Architect is required, the Project Architect on bis own motion or at the request of any Party sha·ll, and in all casAs where Project Architect's "1,Pproval is not required, the Party making ..:he proposal may, by notic~, call a meeting to be held within te:--, (10) days from such date to1 blf:' attended by all Pilrties or their I ,• duly designated representatives and, if necessary, by the Proj~ct Architect, tc, resolve and determine such matter. 'l'he Proj cct Arch- ~
itect shall not vote. A una.11:imous decision of the Parties in attend-- ance shall be required. In the cv.ent such meeting is not called or held within such period or if the matter is not thus finally Art.XV-§15.1, §15.2 ·-72-
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determined, any Party sh_all have the. right upon v.7rittcn notice -:·
to each of the other Parties to have the mat~er determined by one (1) arbitrator selected in accordance with and governed by 1:he rules of the AmE!rican Arbitratior. Association. When approval of the P:..:-o ject Architect is required-, the arbitrator shall be a mcnwer of an archltectural engineering firm experienced in and having an estab lished reputation in the development of regional shopping ci~nters, and in all cases where the,Project Architect's approval is 11ot ~ .
involved, the arbitr~tor sh)ll be a recognized expert experienced '
in the operation of regional shopping centers. Such arbitrator, and if necessary the Project. Architect, shall meet within tE~n (10) days after selection is completed to study and consider the plans or proposals and objections thereto. The decision of said arbi trator shall be final. If uny procedural matter shall arisE? in the arbitration process, th,r- satne shall be resolved in accordance ,. '· with the provisions of Sectlon 1280 of California Code of c~ivil Procedure. Each Party shall beai-: its own expenses, except those relating to the services of a Project Architect or the arbi1:rator, which ex~ense shall be divided.and borne equally among the Parties. -73-
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AR'l'ICLE XVI

DURATION, EXTINGUISHMENT,
CONTINUATION A!-'JD__!10DIFICATION
Section 16.1 D\lration
BOOK 7580 PAGE 376
A. Except as otherwise provided in Sections 5.8, 12.1,

12.2 and 12.3, and Article XXI, this REA and each easement, cov enant, restriction and undertaking of this REA shall be :!:or ct term of fifty (SO) years and shalil continue in full force and effE!Ct there- ~
after so long as at least fifty percent (500/4) of the aggregate Floor Area of Developer Parcels, Penney Parcels, Monwar Parcels and Harris Parcels fsuch Floor Area being calculated as of the la st day of said fifty [50] year term) shall be used for the uses per-· mitted therein under this RFA (but not longer than ninety-nine [99] years from the date her~of), except that each easement , . grant~d pursuant to Section 5.5 shall ce>ntinue so long as such easement is used by a Party and shall terminate upon non-use •
for a consecutive six (6) m~1th period, unless notice has bee,n given by such Party to the other Parties during such six (6) month period of its intention, subject to unavoidable delays, to resume use thereof within_;teighteein (18) months follbwing • the date upon which non-user commenced.

B. In the event of the termination of this REA, and any Party is operating at least 1:00, 000 square feet of Floor Area on its Parcel, and at the time o.f such termination the building housing such Floor Area abuts its Pare+ boundary line, the Party so operati_ng such Floor Area shall have the right to obtain from City and/or Agency (and from Developer in the casg of Penney) an easement for in9ress and egress for pedestrian traffic to and from the entrances to su,~h struc ture on the Enclosed Mall. Such easement shall be non-exclusive and be 2C feet in width and shall traverse the Agency Mall Parcel (ar,d Developer Mall Parcel in the case of Penne::_r) by the most dire<::t route to the nearest Parking Area. The easement herein provided foi: shall Art.XVI-§16.1,A,B -74-
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continue for so long as s\lch,amount of Floor .Area is in fact operating, not to e>:ceed ninety-nine (99) years from the date hereof. It is ex- l pressly understood and
to grant such easement
for whose benefit the
agreed that the covenant r-f City and/oi: Agency \
shall be specifically enforceable by the Party I
same shall run, in a court of proper jurisdiction.1
Section 16.2 - Right to Modify, Terminate,
Amend or Extend
This REA and any provision, covenant, condition or re-· striction contained herein (other than those relative to main-· tenance of the Required Parking Index and Section 23. 5) may bE~. terminated, extended, modified or amended as to the whole of the Project Area or any portion thereof, ~•?ith the consent of the :>arties in interest of the real property then subject to this REA; provided that whenever any parcel of land is owned by a Party whose inter.est is, divided a.s covered by Section 1. 7, then the consent of such Party to any such t,ermination, exten sion, modification or amGndment shall be determined as set forth in Section 1.7.

No such termination, extension, modification or c.mend ment shall be effective until a written instrument setting forth the t.erms of the same has been executed, acknowledged and recorded in the Office of the Recorder of San Berna._·dino county, California .

No suchamendment, modification, extension or termination shall affect the rights of (a) any mortgagee under a mortgage or {b) the trustee or beneficiary under any deed of trust constitut ing a lien on 4:he Project Area or any po.rt.ion or portions thereof at the time unless such mortgagee, beneficiary or trustee con sents thereto.

No lessee, licensee or other Person having a possessory inter est, other than a Party, shall be required to join in the eXE!cution of or consent to any act of the Parties taken s\::bj ect to this SE!Ct ion. §16.2 -75-
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ARTICLE XVII

NOT A PUBLIC DEDICATION
Nothing herein con~ained shall be deemcJ to be a gift
or d~dication of all or any portion or portions of Developer Par cels, Monwar Parcel:3, Penney Parcels or Harris Parcels to the gen eral public or for the general public or for any public purpose whatsoever, it being the intention of the Parties hereto that this •
RFA shall be strictly limited to and for the purposes herein E!X pressed.

ARTICLE XVIII ~-'·

SEVERABILI'I'Y --
If any clause, sente~ce or other portion of the terms,
J '
conditions, covenants and restrictions of this RFA shall become illegal, null or void for any reason, or shall be 1,eld by any court of competent. jurisdiction to be so, the rew.aining por tions shall remain in full force and effect.

ARTICLE XIX

NOTICES
Except to the extent otherwise provid~d in Section

1.6, all notices, statements, deman-!s, requests, consents, approvals, authorizations, agreements, .offers, appointments, designations or other comm'l."~ications (herein ref,2rred to as ' . nnotices") to be given unfer
in writing, addressed to 1':he
or pursuant to thi::; REA shall bE~
Parties at their respective
addresses as provided below, and shall be ~elivered in person, i Art. XVII -76-
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or by certified or registered mail, postage prepaid, or by telegraphoi: cable, charges prepaid. If mailed or telegraphed as aforesaid, such notice shall be cleemed to have been given tw,~nty-four (24) hours after the date of mailing, or date Ole delivery to the telegraph or ca.ble c:ompany. The addresses of the Parties to which such notices az:e to be sent shall be those of which the other Party or Parties actually receive notice,, and until further notice are as follows:

In the case of Agency to:

The Redevelopment ~gency of the City of
San Bernardino, California
323 court Street
San Bernardino, California 92402
In the case of Developer to:

Johns. Griffi!: & Co.

Post Office Bo 5308
Buena Park, Cal'fornia 90620
In the case of Periney to:
~- c. Penney Company, Inc.
1301 Avenue of the Americas
New. York, N. Y. 10015
Attention: Real Estate Department
with a copy to:

J. c. Penney Company, Inc.
98 Post Street
San Francisco, California 94104
Attention: Real Estate Department
In the case of Monwar to:

Monwar Property cotjporation
2825 East 14th Street
Oakland, California 94616
A.ttention: Assista-nt Secretary
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with a copy to: .

Monwar Property Corpora~ion
Post Office Box 7337
Chicago, Illinois 60680
Attention: Secretaiy ,
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In the case of Harris to:

The Harris Company
Third and "E" Streets
San Bernardino, California 92401
In the case of City to:
rv of San Bernardino
~ '. l Hall
Sar Bernardino, California
Att .!ntion: City Administrator
In the case of Upham to:

Upham Development Company
Post Office Box 940
Mineral Wells, Texas 76067
Attention: Mr. Chester R. Upham, Jr.

In the case of Trust to:

Connecticut General Mortgage and Realty Investments
c/o Connecticut General Life Insurance Company
Hartford, connectic~t 06115
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Any notice of defaulL given to a Party shall also be
given to the truRtee under ~ny first trust deed, the first mort gagee, or the lessor under a E~le and leaseback affecting thE! Parcel(s) of the Party assented to be in default, whose identity t
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and mailing ac"ldress the Party giving such notice may ascertain by means of a lien and encumbrance·search of the Official Records -78-
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of San Bernardino County. Such trustee, mortgag~e or lessor shall have all rights of the Party asserted to be in default to cure such default. A failure to deliver such notice to such trustee, rnortga.gee o lessor shall not affect the valid-· ity of _the notice of defa lt as it respects such Party, but shall render such notice ineffective as it pertains to such trustee, mortgagee or lessor and its estate in or lien upon the Parcel(s) of such Party.

AR'l'ICLE XX

APPROVALS
Whenever approval is requirt:d, it shall n0t be unrea:;; onably withheld. Unless provision is made for a specific peic iod of .time, the same shall be deemed to be thirty (30) days, i
and if any Party shall neitl~er appr(;ve r..~r disapprove within • ' said thirty (30) day period, the Party shall be deemed to have given its approval. I_f a Party shall disapprove, the reasons therefor shall be stated with particularity. Agency shall first obtain the approval of Developer and Department Store Partie:5 prior to taking any action, exercising any r{ght, or giving any approval or consent as resp~cts the city Leases .
• Wherever in this REA a lesser p_eriod of time is provideci. for than the thirty-day period hereinabove specified, such time ;
limit shall not be applicab:J.e unless the notice to the Party whose • • approval or disapproval is :i;equirt~d contains a current statement of ---the period of time _within which such Party shall act. Failure to /
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specify fluch ~ime shall not invalidate the notice Lut simply' shall require the action of such Party within said thirLy days .

Art.XX -79-
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ARTICLE XXI --
CONDElv'iNATION
Any award, whethe~ ths same may be obtained by agreement or by judgment in a legaJ~ proceeding, resulting from a taking• or damaging by condemnatitn of the Project Area or any por- tion thereof or interest therein or resulting in a requisition ing thereof by military or other J,ublic authority, shall be paid promptly by the persons rec~ving the same to a bank or trust t!-
company agreed to by the Pai,.ties, as escrow agent, to be dis- tributed among the Parties in accordance witr .. the provisions of such agreement or judgment and this REA. The Parties rec-· ognize that as bet,,•een them, their resr:>ective interests in any award as to a particula:i: Parcel of land within the Project Area which is subject to condemnation shall be determined upon the basis of the fee ownership of such Parcel. bu.t that any part of the award
the creation
which represents severance damages arising from
I ' •• of easements o~•other rights over the various
Parcels in the l'roject Area shall not be distributeci in accord- • • ' .. ance with such fee owners 111.,, but shall be distributed among the Parties as pr.ovided i~ this Article.

A. If fee t::.tle to all or any porl:ion of the Park
ing Area or other Common Are~s shall be condemned, the total •
award shall be distributed by the escrow agent. to City -80-
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and/or Agency and/or Developer, as their interests may appear, to b~ used by City and/or Ag.ency and/o~ Developer to recon struct equivalent Parking A.rea (including any parking struc- tu.res) or Common Areas, as the case may be, in a location(s) and pursuant to plans approved by Developer and Department Store Parties. Should the proceeds exceed the cost of such reconstruction, then such excess proceeds shall be paid to ' City and/or Agency and/or De•;.,eloper, _as their interests may appear. In the event that despite guch reconstruction the Parking Index (after. completion of such reconstruction) would not be at least equal to 85']~ of ;the Required Parking Index, this REA shall terminate effective upon the date of notification of election to terminate by at least two of the following four Parties, to wit:
the Department Store Parties and Developer.

B. If fee title to all or any portion of any Floor
Area within the Project Area shall be condemned, the total award (exclusive of ~ny award or compensation paid for any • Common Areas or Parking Arecf) shall be paid to the then owner of the Floor Area so taken to be held in trust and used for restoration ==3.nd reconstruction thereof in the same ma.rner as is provided in Section 13.4 hereof consequent upon damage or destruction by casu1.lty, any excess of such award over cost of reconstruction of such Floor Area to belong to owner of such Floor Arr:a. In the eve~t that despite such reconstruction such Floor Area (after compl~tion of such reconstruction) would not be at least equal to 75% of the Ploor Area existing prior to such condewnation on Parcel~ A, B, C, D-1, D·-2, E, F, G and M, I
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this REA shall terminate effective the date of condemnation. '
Art.XXI-B
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c. With respect t6 the c~ndemnation proceeds or
" award referred to in paragrcfph A of this A~ticle, the same shall be placed in escrow with an escr0w agent approved by i
a m~jority of the Parties add shall be paid by said agent to !~ency and/or City and/or Developer in progress payments during the progress of the :i:estoration of the Parking Area or other Common Areas, as the case may be (to the extent such proceeds or such award will permit), as follows~ (A) at the end 0f each month or from time to time as may be agreed upon,, there shall be paid against such Party's architect certifica1:es " an amo, · which shall be the proportion of the f'.lnd held in trust wh.1..ch eighty-five per ·ent (85;G) of the payments to be mc?.de to the cont.racto::.. s or . · :iterialmen of such owner fo' v. ,rk done, materials supplied, a~d services rendered during each month or other period-bears to the total contract price (pur su~nt ~o a contract or contracts for such restoration approved' by r1ll Parties prior to e::ecution t 11ereof witL the contractor (s)), and (B) at the completion of the work, the h;:ilance of such monies • l .
required to complete the payment of such work shall be paid to such Fart: ; provided that at the time of each payment (1) there • are no ·• iens against the property of such owner by reason c,J.:
such work and that with respect to t.he t;_rne of payment of any balance remaining to be paid at the completion of st~ch work, the period within which
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that the other Parties hereto are satisfied by !")roof submitted by such owner that all cos-t:s of s, ~n work theretofor incurr!d have been pai(, ( ✓,) such owner's architect shall certify th t all work so far done is propeI' · and 0£ :"l quality and c 1 :1s., ~:;qual to the original work required by this RF7\ and in accordance with t.he plans aad specifications, and (3) such Party shall furnish l
to the escrow agent evidence satisfactory to sa ..... d escrow age,nt that all previous advanceR have beGn devoted to defraying t!.c actu;, 1 cost of such work up to the amount of such cost, or that such c JSt has actually been paid by such Party in the amount of all such previous advances. In no event shall the escrri-,, ag~?nt be liable for any amount in excess of the net proceed ... --JF • ,e award in condemnation. Should the cost of such work ex _,a the net proceeds of the award in c, .. uernnaticn, such ;:arty shall pay such additional cost.

Any. issue which is not resoJ ved bJ a1,.y jur'lciment in the condemnation proceeding or supplemental determination therein shall be resolved among the Parties under the provisions of Article 'XV •
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ARTICLE XXII
M.2!CHANICS' Llli:NS
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BOOK7580 PAGE386
Wh~rever under che tc!rms of this REA. any Party i!3
permitted to perform any work upon the Parce1 of another Party, it is expressly understood and agreecl that .b Part:y will not permit any mechanics', materialmen' s or oi..her sim- ilQr liens to stand against the Parcel upon which such labor or material has been furnished in connection with any such we
0 ·k perform0d by any such Party. Such Party may bond ar1d cont(-'st the validity of any such lien but upon final deter- ',
rr."-' .ltion of the validity atld· the amount thereof, such Party f: ·• ,..11 immediately pay any f.udgment rendered, with all p1.·oper •
costs and charges, and shall have the lien released at such Party's expense .

Section 23.l
ARTICLE XX.III
MUTUALITY, RECIPROCITY:

RUNS WITH LAND __ ...;;:..,___~--~ -'------
Dominant and Servient Estates -~~~~,..,;.;;;..,;._. ___ .:., Each and all of the easements and rights herein granted or created are appurtenances to the applicable portions of the Project Area and none of such easements and rights may be trans ferred, assigned or encumbered except as an appurtenance to such portions. For the purposes of such easements and rights, the Parcel (s) benefited shall con_stitute the dominant estate, and ' the p':lrticular Parcel(s) in the Project Area which respect- ively shall be hurdene<;by such easements and rights shall con stitute the servient Elstate.

Art.XXII
Art.XXIII-§23.1
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Section 23.2 .c.ovenants Run With Land
Each and all of the covenants, restrictions, condi
tions and provisions contained herein (whether affirmative or negative in nature) (a) are maci.e for the direct, mutual and reciprocal benefit of each Parcel of land in the Project Area, (b) shall create mutu.al equitable servitudes upon each Parcel of land in the Project Area in f~vor of every other Parcel, (c) ~hall constitute covenants running with the land, (d) shall bind every person having any fee, leasehold or other interest in any
time to time to
portion of
l the extent
the Project Area at any time or from
~hat such portion thereof is affected
or bound by the covenant, restricti)n, condition or provision in question, or that such covenant, restriction, condition or provision is to be performed on such portion thereof, and (e} shall inure to the benefit of each Party and their respective succ~ssors and assigns as to their interests in their respec:tive Parcels of land in the Project Area.

Section 23.3 Assumption by Grantees
and Release of Granters -
Each Party having a fee interest covenants that in each instance in which it conveys a fee title to c:111 or any porti,:,n of the Project Area to a Grantee, the Granter in such instance will (a) require the Grantee thereof to agree not to use, o, ~upy the same in any manner which would constitute a violation or breach of any of the affirmative or negative covenants in this §23.2,§23.3 -85-
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REA, and (b) require such Grantee to assume and ctgree to perform each and all of the obligations of th1:! Granter under thi"> REA with respect to the portion of the Project Area so conveyed in fee to such Grantee, in each case by a written instrument executed, ;,
acknowledged and recorded i~1 the offic~e of the RecordE'r of San Bern- ardino County. Notice of each such conveyance 2nd agreement shall be given to each Person owning fee title to any part of the Project Area and also to each Party which is not- a fee owner, by the Grantor involved within ten (10) days after tl1e making·t11ereof, which notice •
• shall be accompanied by a ci>PY of such conveyance and agree- ment. Upon such assumption by a Grantee and notice thereof, the Granter will thereafter be released from any further obli gation hereunder arising thereafter with respect to the part of the Project hrea so conveyed to such Grantee in compliance herewith, without the necessity of any further act by anl Party.

Each Party shall execute and deliver any necessary or appro priate further documents or assurances to evidence such release for the purpose of recording or otherwise, which documents or assurances shall be duly executed by the other Parties or any Grantee of the Parties, as the case may bi:!, to any such Gra~1tor; t
provided, however, no Party-- shall be relieved of its respective obligations under this REA until such Party shall complete all improvements contajning Flofr Area in the Projec~
quired by this REA (and in the case of Developer,
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the portions of the Enclosed Mall on Developer Mall Parcels) and has received a certificate of such completion from Agency, which obligations shall be personal to such Party until such completion.

Section 23.4 Special Provisions as to Mort
gages and Sales and Leasebacks
A. IL the event th::it any Party shall sell part or all of its Parcel for the purpose of financing the improvements on its Parcel, and shall simultaneously enter into a leaseback of not less than thirty (30) years with such fee owner, whereby the seller shall have the possessory rights in said real prop erty subject to the terms of said lease, then and in that ev,ent it is expressly understood apd agreed that so ·1ong as said lease remains iri existence the fee. owner of such Parcel or portion ;
thereof, shall for the purpo13es of this REA be qiven all of the ;
same rights and privileges a~ the holder of an institutional first deed of trt•st or institutional first mortgage of said real property, .,
and such fe,.3 interest shall i,-iot be subject to any lien which might be crE.ated pursuant to any of the provisions of this REA to any greate~ extent than would be the hol,er of such deed of trust or mortgage. In the event of a~y termination of such leasehold interest, and notwithstanding any language in said lease pre venting a merger of title in said fee owner, such provrsion shall not be operative to relieve said fee owner and its respective §23.4 -87 -
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successors or assigns of the obligations under and pursuant to the terms of this REA, exclusive of the obligation of the respective covenants as provided in Article XII as
to which there shall be relief of said fee owner and its respective successors or assigns: provided, however, that the fee interest shall not be subject to liens as provided for herein which are superior to said fee ownership during the first twelve (12) months in which the leasehold interest and the fee interest shall be held by the same Party, bui.. thereafter shall be so sub ject unless a new lease shall have been entered into which would otherwise comply with the provisions of this Section or the lE?ase shall have been assigned to a new Person, in which. event the l:ights of the fee owner shall continue as though no default had take:1 place under said lease. In the event of the merger of the title to the fee interest and the leasehold interest in an institutional ... owner as hereinabove provided for, then and in that event as respects such institutional owner the provisions of this para9raph shall be of no force or effe~t whatsoever. The lessee under ~tny qualifying lease, a~ herein provided, shall be deemed a Party hereto bO long as sai.d e is in existence. As used herein in this Section, the term "s 1., or Jlsale and leaseback" shall be deemed to include any lea by any Party of all or part of its Parcel for the purposes of financing t-!"le improvements on its I
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Section shall apply thereto; and the terms "owner" and "fee" .. shall include a lessee and leasehold under such lease and leiase- back transaction in the same manner and with like effect.

B. The covenants of the respective Department Store
Parties contain~d in paragraph A of Section 12.1 shall, at the request of any lender cf a particular covenanting Department.

Store Party be subordinated to the lien of any mortgage, inden ture or deed of trust (including, but not limited to, any blan ket mortgage, indenture or deed of trust which may cover any ' other property or properties of such covenanting Department Store Party, whether owned in fee or as a leasehold ) to the end that a purchaser or purchasers in any foreclosure p~oceed ing or pursuant to any exercise of a power of s2le, or any g.cantee under a deed i!l lieu of foreclor.ure, and all succes- ,. sors to or through any such purchaser o:r: purchasers or. under or through any such grantee, shall take free and clear of the covenant of the particular Department Store Party contained in paragraph A of Section 12.1. The other Parties covenant and agree to execute and deliver to such Dt~partment Store Party and its: lender upon request t:1~refor such instrumr:ini.:s, in record able form, as shall at any time and from time to time be re quired (the form of which shnll be in the sole and al>solute judgment of such Department Store Party's counsel) in order t
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to confirm or effect any ~bch subordination as referred to in ,. this paragraph. I
Sect.ion 2.3. 5 Racial Covenants
Each Party shall refrain from restricting the rental,
saJ~ or leas~ 0f its Parcel(s) on the basis of race, color, religion, ancestry or national origin of any Parson. All such deeds, leaf:ies or contracts shall contain or be subject to sub stantially the following non-discrimination r:r non-segregation clauses:
§23.5-A
A. In Deeds.
"'I:he Grantee herein covenant::; by and for himself,
his h~irs, executors, administrators-and assigns, and
all persons claiming under or through them, that ~here
shall be no discrimination against, or segregation of,
any person or group of ~ersons on account of race,
color, creed, sex, national origin or ancestry
in the sale, lease, sublease, transfer, use, occu
pnncy, tenure or enjoyn1ent of the land herein con
veyeu, nor shall the Grantee himself or any per-
son claiming under or through him er.;tablish or per
mit any such practiC"!C or practices of discrimination
or segregation with reference to the selection, loca-
tion, number, use or occupancy of tenants, lessees,
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sublesseP.s. sub·Je:ants or vendees in the lnnd herein
conveyed. The foregoing covenants shall run with
the land."
B. In Leases.
"The lessee herein covenants by and for him
self, his heirs. executors, administrators and assigns
·and all persons claiming under or through him, and
this lease is made and accepted upon and subject to
the following conaitions:
11 That there shall be no discrimination against
or segregation of any person or group of persons on
account of race, color, creed, sex, national origin or
ancestry, in the leasing, subJ ,~a sing, transferring,
use, occupancy, tenure rJr enjoyment of the land
herein leased nor shal:L the lessee himself, or any
persons claiming under or through him, establish
or permit any such ~ractice or practices of dis
crimination or seg:fegation with reference to the
selection, location,, number, use or bccupancy of
tenants, lessees, sublessees, s~btenants or ven~
dees in the land herein leased.''
C. In Contracts.•
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11 There shall ,J:>e no niscrimination against or
'
segregation of anf person or group of persons on
account of race, Jlor, creed, sex, national origin or
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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
o~ through him establish or permit any such practice
or practices of di~:crimination or segregation with
reference to the selection, locatj_on, n~unber, use or
I
occupancy of tenafts, lessees,
sE'\es or vendees ot tho land.
11 subtenants, subles-

ARTICLE XXIV

ENFORCEMENT OF CITY LEASES
Section 24.1 ~ency Enforcement
Agency covenants and agrees to and with each other Party to enforce.the provisions of the afo~esaid City Leases and each thereof, and take all reasonable and necessary steps to ensure that the appropriate provisions thereof are carried out for the benefit of each of the: other Parties. Without limiting the obli gations of Agency hereunder, Agency agrees that. whenever it has the right to perform City's·, obligations in the event of a de:fault by City under said city Le"ses or either thereof, Agency shall undertake such perfonnance as may be reasonably necessary to ,:inforce said City Leases and each thereof, as provided in this Article.

Section 24.2 No Termination
Agency and City, respectively, covenant to each of the
other Parties that, without·the consent of (i) all other Parties and (ii) the holders of any first mortgage or first deed of trnst '
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upon the Parccl{s) of the Parties and/or improvements thereon (including the holder(s) -of any leasehold mortgage) and (ii.i) any fee owner(s) under al financing leaseback(s), they shall not unilaterally or by·mutual agreement cancel, terminate or rescind or in any manner modify, vary or amend the City Leases or either thereof.

ARI'ICLE XXV

CORRECTION OF SITE DESCRIPTIONS
AND EAS.EMENT DESCRIPTIONS
It is recognized that by reason of construction
er.rors the improvements ff 1\,gency, the Floor Area of Developeir, ·and the Stores of Penney•, Monwar and Harris may not be precisely

1.'.:0nstructed within their respective Parcels as shown on Exhibit 11. • As soon as reasonably possible after completion of it.s improvemenlf:i each Party shall cause an "as-built 1' survey to be made of itH Par cel (s) showing all improvements and common Areas and Parcel bound aries. The cost of such survey shall be paid by each Party, unless more than one shall have joined in obtair1ing a single survey, in which event the cost the ~of shall be divided between such Parties in such manner as they s 11 have agreed upon. In the evenL such survey shall disclose that the improvements of the Party(ies) making such survey has (have) not \een precisely constructed within its(their) • '
respective Par<..!el(s), then promptly upon the request of any Party here,to, all of the Parties hereto will join in the execution of an agre,ement, in recordable form, amending Exhibits A and D to this RF/, so as to revise the Jescription of such Parcel(s) to ~oincide with the as-built perimeter of the buildings and improvements constructed by the owner of such Parcel(s). Nothing herein contained shall be t
Art. XXV-1\. 1 -93-
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deEnned to relieve or excuse any Party to this REA from exerci ng all due diligence to constru its buildings and improvements wit nits respective Parcel(s) ass own on Exhibit D.

In the case of c •truction errors res~lting in cncro h- i •
ments as to which a Party ~1y reasonably request a grant of e emunt, the Party(ies) whose Parcel(s) is(are) encroached upon shall g ant such easement in favor of, the Party whose improvements so encroach.

In the case of construction errors resulting in encroachments ,.as to ·which a Party may reaso~bly request revisions in ··Parcel ac1crip tions (i) the Party(ies~ in interest of the Parcel(s) encroachcli upon. shall deed to Agency satisfactory title to the area{s) thlreof so ,P.ncroached upon, (ii) the Party whose improvements so encrolh •
shall deed to Agency satisfactory title to any portion(s) of its Parcel not improved which would have been imprcved but for such con struction errors and (ii!) Agency shall deed satisfact0ry titl~ to t the other Party or Parties involved in such Parcel revisions (and shall itself retain t i.tle to the land so deeded to it as and if appro- priate) so as to return all Parcels involved in such revisions as nearly as possible to tt,e configuration and square foot area there- 0f els existed prior to such revisions. Any dispute arising under this paragraph A shall be arbitrated pursuant to Article XV hereof.

B. Upon completion of construction of the utility facil itieis identified in Section 5. 5. the Parties hereto shall join in the execution of an agreement, in recordable form, appropriately identifying the type and location of each respective utility facil ity referred to in Section 5.5.
' . c. Upon completion, of construct:ion of the construction ele- ments referred to .1.n Section ~;.6B, the Parties to this REA shall join in the ~xecution of an agreement, in recordable form, appropriately identifying the nature and location of each such construr.tion element. §XXV-B,C -·94-
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ARTICLE XXVI

TAXES AND ASSESSMENTS
Each Party covenants to agree to pay or cause to be
paid before delinquehcy all real estate, improvement and peir-\ sonal property taxes and· all asses~.me:nts levied or assessed with respect to its Parccl(s) and the improvements and per sonal property thereon. I~ the event any Party shall fail to comply with such covenant, any other Party may pay such taxes and penalties and inte~est thereon,if any, and shall be entitled to prorr.pt reimbursement from .J.-hc. ..Jefaulting Party for the sums so expended, with interest thereon at the maximum rate provided by law. Nothing herein contained shall be deemed to prohibit, restrain or abridge the right of any Party to contest the amount and/or validity of any such taxes anc1/or assessment:s in •
the manner and subject to the requirements provided by law.

ARTICLE XXVII -
MERCHA:t-iTS ' ASSOCIATION
Section 27.1 Men1bership
Developer agrees to organize, form and sponsor a M,~r
chants' Association for th.e promotion of tha Project. Each ,- Department Store Pa~ty ag?~es to join and maintain membership . in such Association; provided that (i) ·it shall have first I ;
• approv~d the Articles c4n;_!tBy-Laws thereof and agre~d either 1 j •
its annu~l contribution iOr dues) thereto or. upon a formula I
the determination of s c~ annual contribution (or dues) and (' ') the other two Departm
are members of such A
Art.XXVI
Art .}D-..'VII-§2 7 .1
t Store Parties have similarly joined
•
ociation.
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BOOK 7580 PAGE 3!98
Developer agrees that so long as Department Store
Parties are members of the Merchants' Association, it will contribute annually to said Merchants' Association an amount at lf!ast equal to twenty•-five percent (25%) of the annual aggre9ate contributions thereto by the Occupants of Developer Parcels:
provided that there shall be credited toward Developer's con-· tribution the compensation p1id by Developer to the promotion • manager and his staff.

Section 27.3 Occupant
Developer further agrees to use its best efforts
to require not less thun ninety pet·~ent (90%! of all Occu pants of Develope·r Parcels B, D--1, D-2, E, F and G to becom~ members of said Association and to contribute to the cost thet:eof pursuant to the terms of the Articles and By-Laws of said Association.

ARTICLE XXVIII
COUN'l'ERPAR'l'S
The REA is executed in twenty (20) counterparts,
each of which shall constitute one and the same instrument. .,
)
§27.2,§27.3
Art.XXVIlI
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R.10-5-70 ' · l
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RTICLE XXIX -------

PARCELS KAND L
A. Parcels Kand Las shown on Exhibit A are subject
to the Redevelopment Plan but are not a part of the Shopping Center.

B. Agency will us~ its best efforts to cause the
respective owners of Parcels Kand L to execute and deliver to Agency Owner Participation Agreements in the form attached hE~re to as Exhibit Hand by this reference made a part hereof; pro vided, however, that in the event Agency is unable to secure execution and delivery of such Agreement(s), city shall take all such actions as are provided by law to enforce complianc(? by the -:,wner(s) of such Parcel(s) with the Redevelopment Plan and a.ll applicable ordinances of City relative to zoning ?nd building and safety requirements.

ARTI_.£ .. LE XXX

DEFAULT UNDER DISPOSITION AGREEMENT
In the event that any Party shall def:,L:lt in the per- formance of the Disposition. :Agreement entered int.o by it with -~
Agency in respect of its Parcel (s), then notwithstanding any-- thing to the contrary set forth in said Disoosition Agr,3ement, . .

Department
Upham) and
or in such
Store Parties (ii the case of Penney, either Penney or
Developer shaj ~ave the right and option (individ~&lly
collective colination as they may agree among t.1,;a!mselves) to acquire title to the Parcel(s) of the Party in default at a cost to the acquiring Party(ies) not in excess of the purchase price paid .
for such Parcel(s) by the defaulting Party, less the amount of any lien, charge or enc-;.imbrance then against such Parcel(s).

A rt. XXIX-11., B
Art.XXX
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~RTICLE XXXI

PROJECT SIGN
.j
· l',,3ency, with respect to the parcel of real property descrilied in Exhibit I attached hereto and by this reference made a .art here- of and shown schernatical-ly 0~1 Exhibits A and D ( "Project Sign Area"), hereby establish~s an ext~sive easement appurtenant to its Parcels j within the Shopping Cent,,, and to the Parcels of each of th,· ,;Lhet' 1 Parties within the Shoprjng Center for the erection of a Sho •pins· Cen-- •
ter sign which Agency hieby agrees to erect at its expense, saic: sign ·-• ' .
to be ~ ocated generally t:Jithin the Project Sign Area as dete.r:mine:d by ,. ' Depa1- · ·,,,,,,t, Slcce Parties ar.:; Develo;._Jer, and to be c su,:::h typl', height, size, c_•olo:- and design, and to have such informational cont~:nt ae: are first a,,proved by Department Store Parties and Developer. Said e:ign sha 1 " be so erected prior to the time that any Floor Area op,ens for business ir. the Shopping Center. When the loc0'-:on of saiL., sign is deterr,1inea by Department St:ore Parties and Dcv·•lor,,~r as afoi:,2said, the Parties shall enter into ~n amendment of this REA by whi,::h Ex hibit I shall be revised 'to refl.ect the prccis, location of said sign, which precise location shall then bA and hecrn~ the Project Sign ~rea for the purposes of identification of the easer:-,e:1t granted p·-.1rsuant t-o this Artie'-.:. The expense of maintenance of said sign shall be borne by the Pa~~i s as may be agreed pursuant to their separate agreement.

AR'l'ICLE XXXII

TRUST'S LIMITED LIABILITY
The obl1gations c£ the Trust cont .... ined herein are not- person- -~
ally binding upon, nor shali resort be had to the pr iv::it-1=' . , )perty of the trustee:;, shareholderc, officers,. employees or agents e;f the Trust.

In the event the Trust b · omes a P,-:rty he: .,.etc after the ·:ornp,, ' :.on of construction of Floor Ar and the portion of the Enclosed Mall on De- veloper Mall Parcels as ::.quired }-I· this REA, th<~ liability ,~£ the Trust under this REA may e enforced only as against itE' int . 2st in Developer Parcels. ,
Art.:X:XXI
Art.X:XXII
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I:'i WITNESS WHEREOF, the Parties here'::-.o h, ,_., e.?.b~.1tea this agreement as of the day and year first above wr1tten.

THE RF.DEVELOPMENT AG.-. •;CY vJ/ TEE CITY
OF S.\N BEkciARDlNO, \LIFORNIA
BY... 421fr:< ..If. =~·tf,f#f'#l'-
By \_, · ~~a-:ift,:;:~·
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CENT~~ COMPANf
B~John s. GLiffith &Co.

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A'. -:S'l': J. I INC.
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AT'rEST: MONWAR PROPERTY.CORPORATION
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By ___________ _

THE HARRIS COMPANY
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BOOK 7580 PAGE4i12
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IN WITNESS WHE : thE: Partj_es hereto have executed ,
this agreement as o:f 1:he day and ye,ar first. above written • ATTEST:

ATTEST:
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OF SAN BERNARDINO, CALIFORNIA
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CENTRAL CITY COMPANY
By: John S. Griffith & Co.

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By: curci•-Turner co.

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J. C. PE:t\"NEY COMPANY, INC •
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CITY OF SAN BERNARDINO \
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By ~/ •.

General rs
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1o-. •• AND REAL'l'Y INVES'I'HEN'l'S
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• STATE OF CALIFORNIA ) .

J) ss.

COUNTY OF SAN BERNARDINO")
On LJ~ IZ tm . before me !JJM-«,k .ot,IJ. rr ·
, a Notary Publi~ . · n and for the saic:. County ar.d
' State, personally appeare~ Ozy Cbl:Viie and
-/$:~wfi; 9J· , known to me to be the ~4::?22t2crz_..)
and • tbd'4tp'ldt/i ,, respectively of The
Redevelopment Agency of of San Bernardino, California
which executed the with instrument and also known to me to be t.he persons who exec ed it on behalf of The Redevelooment:

P.gency of the City of San Bernardino and acknowledged to me that ' the Redevelop,nent Agency of the City of San Bernardino 0xecut.ed the saine.

WITNESS my hand and official seal .
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ss.

County of Los A,,geles
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BOOK 7580 PAGE 4_0'5
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December 21 ryo ON------"'·.:;_~;._.c.c..;:.;;:;..__~:;...------------ 19..!--, before rrni, t11e undersigned, ~ ~ ntr, and S~ personally appeqrad _ -, known to me to bi, tlie
Praldent, and------=::i~~~l.:--~~d---41~PP."""'i,,,..4--\, ~ to "_Ml Secretarv ~
ACKNOWLEDGMENT-Co
IIHlllll?IN! ,.._
TO 4.&2 C
( Partnership)
STATE OF CALIFORNIA 1
COUNTY OF-'lRAlfGE._______ s'1..
o,, l.-; DG.om=b..,.e,..r_..1...,942~0:.__ ____ 1
before me, the und.,rsigned, a Notary Public in and f • ';;-------------- ---- JOHN CURCI d L A or . - tale, personally appeared. ____ _ an •• TtR . lo be __ __:ALL f h ___ o t e partners of the par
lhat execuled the within instrument and a k I d
that such pa•tnership executed tlie ;ame. c now e ge,
WITNESS n~ and offidal seal.

Signature,/G~=~,:? -,~ • Bert~~:ui~•,'!_.,,_.._.,,..,.,.,.. ----------know11 lo • ,e
19·.;;;.;~~-:,;;:7
NOlAR'f PUQLIC A,, •.JW11,• t
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_ ., Comm111111,br:la1!dlloll1111 Expll'ft J1111e 23, l 97ll !~ {Thl1 area f3r ofllcl1I notarial ua.l~
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STATE o~ NEW YORK ) l
) ss. ~·
COUNTY OF NEW YORK ) ~
~ 'I\ On this ID-~. d~y of _.{Xj~ , 1970, before
me, a Notary PubTic"J.n- ~lld f~ ... said county ana state, person- ally appeared ___ ,-1-__w: 1:::s&.:!:l.2~---·---, known to me to be the person who ex cu d the within Instrument on behalf of J. c. f>ENNEY COMPANY, I . ,: the corporation therein named, and acknowledged to me that such corporation executed the within Instrument pursuant to :its by-laws or a resolution of its board of directors.

WITNESS my hand and official seal .

S'I'ATE OF ILLINOIS

COUNTY OF COOK
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/ MICHAEL LOWENKRON
S J Jllotary Public, State of New York
r. J. No. 31-7609525
~ ,Qualified in New York County
! .,Commlssior. upires Marth 30, 107! ~-- ..

On this -day of ________ , 1970, befor~
me, a Notary Public in a~d for said County and State, person- ally appeared ___ ·--------,.----,--- , known to me to be the person who executed the vithin Instrument on beha1.f of MONWAR PROPERTY CORPORATJON, the corporation therein named, and acknowledged to me thai4 such corporal.ion executed the within Instrument pursuantito its by-J.aws or a resolution of its board of directors. -
WITNESS my hand and official seal .
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STATE OF NEW YORK )
) ssl _, COUNTY OF NEW YORK )
On this day of---~-----~-• 1970, before
me, a Notary Public in af-,d for said County and State, person- • a.lly appeared . , known to mP to
be the person who executed the w:i.thin Instrument on behalf c>f J. C. PENNEY COMPANY, INC., the corporation therein named, ctnd acknowledged to me that sµch corporation executed the within Instrument pursuant to ita by-lows or a resolution of its board of directors. i, ,
WITNESS my hand nd official seal.

STATE OF ILLINOIS

COUNTY OF COOK
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011 this 1-1/'.T"'aay of )J1;eE'mB£l2__, I 1970, befor ;? me, a Notary Pu9lic in and for said county and state, person ally appeared b/eeoJ../:, L: . ._51JR1Pf<.-< , known to me to be the pe:cson who executed the within Inst~ument on behalf of MOI\1WAR PROPERTY CORPORATION, the corporation therein named, and acknowledged to me that s1ch corporation executed the within Instrument pursuant to its by-laws or a resolution of its board of directors.

WITNESS my hand ar;a official senl.
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STATE OF CALIFORNIA
ss.

COUNTY OF SAN BERNARDINO
tt!:. -,~ ,/} .

On the /t;'.:;.--dayif,f ,,c;AJ/£_;:;._~/2...,, , 1970, before me, the undersigned, a N ury Pt_b,)1: ~- a~for aid ~ounty and State, personally ap ared ~ /4.12 _ ':fd4««z _._:.• known to me to be the pe on who executed he witnin Instru ment on behalf of THE HA IS COMPANY, the corporation therein named, and acknowledged tto·me that such corporatlon executed the within Instrument pul~su~nt te> its by-laws or a r.esolution of its board of director~. •
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WITNESS my hand and official seal.

GRACE VIRGINIA SCOTT
Notary Pu'::lic - California
PR!. JCor·A 0, : ICE IN
~t,N BiJl.,A.-i.);NO COUNTY
My Con,mlssion Expires March 4, 1974
-.:---;-·.;,----- -- .

STATE OE' CALIFORNIA )
) ss. ,·

COUNTY OF SAN BERNARDINO I I
On the .,.")d/_ef-day ft/&:C/4~1.e , 1970, before me:'!, the undersignec'f,"a Notar p~~cAnJn4,~or said county and State, personally appear ,., ~~l'K Lb,~~d-• known to me t.o bt:i the Mayor, anc.:. ~ , linovw t·o mo t ::i ~
GhU ci.LJ !idolln.isfta~ of~ the City of San Bernardino, a mun· icipal corporation, and known to me to be the pcrsonf who executed the within Instrument on behalf of said city and acknowledged to me that such City executed the sarne.

WITNESS my hand and official seal.
----·· .. ----
,4..::1:.,~ -GRAC~ VIHG NIA SCOTT
Nci:~. y r-u··llc - California
PRI,,.:, ,\ O. FICE IN
... ~:!Y s•r· L",• ~ ,'·')\NO COUNT'( ..,.. •' ,..,, 'f r-.>C.n, ., ...

My Commission Ex~ircs March_~~-
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UPHAM DEVELOPMENT COMPANY
BOOK 7580 PAGE 409 ,,
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STATE OF CALIFORNIA )
COUNTY OF L cp,,6 B n7 e-lt~ .. ~ ss.
/ 1;
On /~ 4f,:r, .- ~ , 19 70, before me, the
·;{ !
undersigned, a Notarytfublic in and for said State,
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personally appeared Chel;ter R. Upham, Jr:., David w. TJpham and Betty Upham Buffum-,!known to me to be the general
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on behalf of the partners~ip there.in named, and acknowledgeu ' to me that such partn~rship executed the within instrument. a
EDGAR J. SMITH .

NOTARY PUBLIC
SAN BERN,\RDINO COUNTY

CALIFORNIA
My CommllSlon Expires 17, 1973
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STATE OF CONNECTICUT)
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COUNTY OF HARTFORD )
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BOOK 7580 PAGE410
On this 11~, day of Decembex-, 1970, before mei, Pl'.tricia Zellner, the undersigned officer, personally apps'.lred Mayn.ard c. Bartram, as Trustee for Connecticut Gener~l Mortgage and Realty Investments, known to me to be the person whose name is subJcribed to the within instrum,9nt and &cknowledged that he, P,e Trustee for Connecticut General Mortgage '
• and Realty Investmehts, exe~uted the same for the purposes therein contained.

IN WI'ffiESS WHERE I hereunto set my hand ar.d official seal. ; -
My commission expires: March 31, 1974
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Vlal'H0t<I (714) ••:.1-a,s74
October 26, 1970

LEGAL DESCRIPTION
FOR
BOOK 7580 FAGE417
THE REDEVELOPMENT AGENCY Of THE CITY or SAN •
P:' ii.!' .. \RDINO
PARCEL "C"
___ CENTRAL CI}Y PRQJECT_ 1\HEA NO~, CALIFORNIA R-70
All that red! property in the City of San Bernardino, County of San Bernardino, Sta~e of Cc1 iifornia, described as:

That pc>rtion of Rlocks 21 and 22, CITY OF SAN BERNARDINO, as per Map recorrJ,:,d in Book
7 , page l of fv!aps in the Office of the Recorder of said Coi; nty, and that portion of F" Street as vacated by sc:id City of San Bernardino, per Resolution No. 9574, recorded December 19, 19 8 in Book 7150, page 926, Official Records of said Col' rJescribed as follows: i
' c, •· '1encing at that certain pltnt designated Point "E" 1n the bou~-lriry r describec - l to the Redevelopm, ·1t \gincy of the City of San Be1·nc:1rd1. .,, Californi, .. recorded July 9, 1969, ·L>--:--·:J '~264, page 766, Official Records of said C,,Jnty; tl:ence South 89°57'S5" · ;t along s,1id boundary 10.50 feet to an angle point therein, said point being thq RUE POINT OF BEGINNING; thence continuing South 89°57'05" Easi: 2.17 f~et; thence South 0"02'55" West 117.J') feet; thence South 89°57'05" East 230.00 fe~t; thence North 0°02'55" East 344. 00 feet to a line parallel with and d/~tant 187. 33 feet Northerly, measured at right angles, from that certain cours.e ln said boundary recited as "South 89°57''.JS'' East 18.00 feet"; thence Not_~89°57'05" West along said parallel line

50.00 feet; thence North 0°02'55" Easr.,ltl.67 feet; thence North 89°57'05" West

2.50 feet; thence South 29°24'20" Wes~ 12.24 feet to said parallel line; thence North 89°57'05" West alcr.g said paralhd line 171.S0 feet; thence South 0°')2'55'' West 187. 33 feet to the Easterly prolonga~ion of said course recited as "South 89°57'05" East 18.00 feet; thence North 8~ 0 57'05" West along said prolongation

2.17 feet to said boundary; thence South Oi 0 02'55" West along said boundary

39.67 feet to the TRUE POINT OF BEGINNING •
Containing 79,265 Square Feet.
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Pl.ANNINO • •C1VIL ltNQINEl:RINO • SURVltYINQ
••• ,, •TntET • "·"· ox ••o

8.,1,N 8E1f'1ARDINO, CAl.11'. 92•02
'faul'~ONK ,,,., Gll•*•7•
October 26, 1970
LEtAL DESCRIPTION
l . F .- OR •
THE REDEVELOPMENT ~ENCY OF THE CITY OF SAN BE_RNARDINO
~ s
. ,, '
PARCEL ">I" :f i'YI.ON s;cN EASEMENT
______ 9ENTRAL CI1Y PR1~::: A~EA NO_. 1, CA~IFORN_IA R-79 ---·--- All that real property in the City of San Bernardino, County of San Bernardino, State of California, described as:

That portion of Block 22, CITY OF SAN BERNARDINO, as per ~vfap recorded in Book 7, Page 1 of Maps, in the Office of the Recorder of said County, des cribed as follows:

Commencing at that cer in po~nt designated Point "C" in the boundary described in deed to the Redev opment Agency of the City of San Bernardino, California, rec~rded July 9, 19 in Book 7264, Page 766, Offi:::ial Records ::if said Courty; thence North 0°02 5" East 186.67 feet to Point: "D" in said boundary; thence continuing No h '(.' 0 02'55' East 363.62 feet; thence South 89°57'05" East 4.67 feet to the'TRUE POINT 1Jf BEGINNING; thence •
' .

North 89°57'05" West 84.00 feet; thence
North 0°02.'55" East 4.42 feet; thence
North 89°57'05" W~st .. 36.33 feet; thence
North 0°02:•sS" East 19.25 feet; thence
North 89°57\05" West 26.33 feet; thence
North 0°02'f'3", East 69.50 feet; thence
South 89 °5 7" 1" East 16. 50 feet; thence
North 0°!r2' ··, East 19.25 feet; thence
Soutil 89°57' 5" East 133.00 feet; thence
Sou~h 0°02' ... ; •'' West 15.08 feet; thence
South 89°57' 5" East 33.50 feet; thence
North 0°02' '.$1 East 60.00 feet; thence
South 89 °?7' 0 It East 81. 00 feet; thence
South 0°02 111 55 West 40. 00 feet; thence
' -North 89°57'05" West 24.83 feet; thence
South 0°02·'55" West 96.33 feet; thence
. Scuth 89°S7'05" East 7 .SO feet; thence
•
South O 0 0t' 55" West 21. 00 feet to the TRUE POINT -:r· BEGINNING.
• Containing 28,512 Square Feet.

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BOOK 7580 PAGE 419
;
Legal Description for J
The Redevelopment Agency of the 7tty of
San Bernardino ,
Arrowhea~-=, .
(._,.,,ft~ lnee'tl"'!-• • • .......... ..

Parcel "N" & Pylon Sign Easement Page 2
Central City Project Area No. 1, Cc:\llfornla R-79
TOGETHER WITH an easement for la Pylon Sign over and across that portion Qf said Block 22 de~cribed as fol10•1s:
· Commencing at the most I'{ortheasterly corner of the above described parcel; thence North 89°57'05 11 v.Je~t along the most Northerly line of said parcel ,;9.00 feet; thence No1th 0°02'55" East 10.04 feet to the TRUE POINT OF BEGINNING; thence South 89°57'05" East 7 .00 feet; thence North 0°02'S5" East 7. 00 feet to a. line parallE!'l \Vith and distant 12. 75 feet Souther!~·, measured at right angles, frorr. the North line of said Block 22; thence North 89°54'34" West along said parallel line 7 .00 feet'to a line that bears North 0°02'55" East from the True Point of Begi.nning; thence South O
0 02' 55" V✓ est 7. 0 l feet to the TRUE
POINT OF BEGINNING.
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BOOK 7580 ~AGE 420
; ~~ @igtn<U~ll.U1-<J-'{ £,,.,, CO .. • 0 lil,AT t OH
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PLANNING • CIVIL ENGINEERING • SURVEYING
1598 F STRCET • P.O. BOX GCO
81\N flERNt.RDINO, CALIF. 92402
Tttl.U'HONlt (714) 009-3674
July ~5, 1968
~vised July 11, 1969

L'EGAL DESCRIPTION
FOR •
THE REDEVELOPMENT /.G!:t,,ICY OF THE CITY OF SAN 8ERNARDir-:O iurLDING "s
11 -----=C:.=E:..:..;N:..::T..:.:RA:...:.L=--C ITY PliQ J~CT AREA NO . 1 , CALIFORNIA R- 7 9 All that real property in the City c-f San Bernardino, County of San Ber:,:.-,:Jino, State of California, described ~s:

That portion of Block 2 2 ,
13ook 7, page l of 1'1aps,
as follows:

CITY: OF SAN BERNARDINO, as per Map reco:-•:.i,'.):] ::--:
in th~ Office of the Recorder of said County, c:,:sc:-ih::c! t •
Beginning at that ,}ert,ain point designated Point "D" in t:1:~ o)u::.c:c:.:--·/ described in deed. to the Rede 1,:·elopment Agency of the City of San Ber:, .,:!inc.,, ~
California, ,recorded July 9, 1.9 69, in Book 7 2 64, page 7 6 6, Official Records of said County; thefre along said boundary, the following c.::1-:,·.;,.::.:;: . , .

South 89;JiS7'05
11 East 153.42 fee':; thence
North 0 2 '55" East 11. 83 feet; thence
South 89 57'05
11 East 4.25 feet; thence
North oci2•ss
11 East 66.17 feet; thence
North 89"57°05
11 West 3.33 feet; thence
N0rth 0"0'2·55
11 East 39.00 feet; thence
leaving said boundary, North 89°57'05" West 154.34 feet to a line th:-: ::'"2:-:::

North 0°02'55 11 East from said Point
11 D"; thence South 0"02'55" Wes: : ~7. ,)J :2e;
to the Point of Beginning.

Containing 18,267 Square Feet .
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PLANNING • .",CIVIL ENGINEERING • llURVEYINO ;.
oa ,, ITREET • P.o. a9x eoo
SAN ERNARDINO. CALII'", 92402
Ta ltl'HONZ (714) &1119•3074
itober 21, 1970
. . . l/l.L DESCRIPTION • '
FOR ·
THE REDEVELOPMENT A· ;l''CY OF THE CITY OF SAN BERNARDINO '
PARCEL "D·-1"
CENTRAL CITY PROJECT AREA NO. l, CALIFORNIA R-79 ------~c~..;;;;..;."--''--"'-'--~---<---4-----"-.;;.-'----'----·--"--"----------·-- All that rea.l property in lhe City of San Bernardino, County of San Bernardino, State of CaJ ifornia, describe>d 4s:

I
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That por'~ion of Block 2 2, CITY C-- SAN BERNARDINO, as per Map recorded in Book 7, page l of Maps, ir\ the Office of the Recorder of said County, ' and that po,tion of "F" Street :5 vacated by snid City of San Bernardino per Resolution No. 9574, re-.Jrded December 19, 1968 in Book 7150, pag,::i ' 926, Official Record5 of said County, described as follows:

Beginning at that certain point designated Point "E" in the boundary described in deed to the Redev-;;Jopment Agency of the> City of San Bernardino, . ' . California, recorded July 9, 1~69 in Book 7 2 64, page 7 6 6 Official Record!3 of said County; thence South b9°8.7'05" East along said boundary 10.50 feet to an angle r:ioint therein; thence iontinuing South 89°57'05" Ea,st 2.17 feet; thence South 0°02'55" V{est 11\ •. 00 feet; thence South a9n57•05•• East l
121.00 feet; thence South 0°02•5~·· West 40.00 feet to said boundary; ' thence along said boundary the .f<?-llowing course~:
~' ;
North 89 °i":?:, ()~" West 133. 67 feet; . ,.
thence North O
0 02' 55" East 15f. 00 feet to the Point of Beginning.
i '.

Containing 6,829 Square Feet.,
' Portion of above area within Developers Mall Parcel contains 1,920 Square Feet.

EXf ¥IT B-2
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BOOK 7580 Pl« 422~
PLANNING • 'f!'VIL ENGINEERING • IURVEYINQ ,,
&98 F' s;~,EET • P.O. BOX 1110
•AN BERNARDINO, CALIF. 112402
't,..._t:PH0IU (71,C) 11:39,3674
Jctober 21, 197 O

LEGAL DESCRIPTION
FOR •
THE REDEVELOPMENT Ar!;ENCY OF THE CITY OF SAN BERNARDINC tt
·; PARCEL "D-2 11
CENTRAL CITY PROJECT AREA NO. l, CALIF08NIA R-79 I -
Ali that real property in the Ci~y of San Bernardino, County of San Bernardino, State of California, described as:

That portion of Block 21, CITY Of SAN BERNARDINO, a1:; per Map recorded in Book 7, page 1 of Maps, in f.e Cffice of t!-ie Recorder of said County, ,( and that portion of "F" Street as vacated by said City of San Bernan.!ino per Resolution No. 9574, record~d December. 19, 1968 in Book 7 !50, page 926, Official Records of said Gounty, described as follo,vs:

Commencing at that cer~in point designated Point "E" in the boundary described in deed to the Rede•,~lopment Agency of the City of San eernardino, California, recorded Yuly 9, 1169 in Book 7264, page 766 Official Records • of said County; thence South 89"57'05" East along said boundary 10.50 feet to an angle point therein; thence continuing South 89°57'05" East 2.17 fE•et; thence South 0°02'55" \Vest 117.00 feet; thence South 89°57'05" East 121.00 feet to the TRUE POINT OF BEG,TNNING; thence continuing South 80 °57' OS" East 109.00 feet; thence Nort~ 0 02'55" East 95.00 feet to a line that bears North 89°57'05" West from tha'fcertain point designated Point "F" in said boundary; thence South 89°57'tl5
11 East 241. 16 feet to said boundary; thei1ce
along said boundary the follo'!11fng courses:

South 0°02'55" West 11.61 feet; thence
South 89 °57' 05" East 1. 17 feet; thence
South 0°02'55" \Vest 111.56 feet; thence
North 89°57'05" W'est 4.25 feet; thence
South 0°02'55" West 11.83 feet; thence
•
North 89°57'05" West 347.08 feet to a line that bears.South 0°02'55" West from the True Point of Beginning; thence North 0°02'55" East 40.00 feet to the TRUE POii'..J'T OF BEGINNING •
Containing 37,011 Square Feet.

Portion of above area within Developers Mall Parr.el contains 1,920 Squa:~E: Feet. ' EXr . ~T 8-2
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PLANNING • CIVIL ENr.lN;.ERING • •GURVCYING
898 P' ti. rREET • P.C>, IDOX 300
SAN DU, ,.AROINO, C:At.lF, 11:Z4U:Z
TEU:ptlUN& (71~) 0011•3"674
August 1, 1968
Revised July 11, 1969
LEGAL DESCRIPTION .

FOR
•
THE REDEVELOP?..1F.NT AGENCY OF THE CITY OF SAN BERNARDINO BUILDING "E"
CENTRAL CITY PROJECT AREA NO. 1, CALIFORNIP. R--79
All that real property in the City of Sar, Bernardino, County of San Ben,ardinc,, State of California, described as:,
That portion of Block 21, CITY Cf
Book 7, page 1 of Maps, in the
described as follo\vs:
. SAN BERNARDINO, es per ~.Aap recorded in •
~fice of the Recorder of said Cou,1ty,
Beginning at that certain int desi9nated Point "F" in the boundary described in deed to the Redevel~,. ment Agency of the City of San Bernardino, California, recorded July 9, 1969 -~n-:Book 7264, page 766 Official Records <;>f said County; thence alorg said boc1nJary the following courses:

South 0°02'5~1 West 134.29 feet,; thence
South 89°57'0''" East 5.50 feet; thence
South 0.,02'55'' West 0. 71 foot: thence ' . South 89°57'05 11 East 122.89 feet to a line tha': bears
North 0°11'09
11 West from a point on the South line of said Block 21 that is North 89°57'05" West 98.60 feet from the Southeast corner of said Block 21; thence North 0°11'09" West 118.92 feet; thence North 34°17'10" West 19.48 feet to a line that oears South 89°57'05" East from said Point "F"; thence North 89°57'05" 'vVest 116.91 feet to th<:l Point of Beginning.

Containing 17,203 Square ?eet. •
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. -~ coalll' ... 11,ATION
PLANNING • CIVIL. ENGINEERING • SURVEYING
· 11110 F STRl;:O:T • P.O. DOX 600
•AN BER''1ARblNCl, CALIF, 112402
T•L'.PHONIII (714) 689,3674
July 16, 1968
Revised July 11, 1969
LEGA!. DESCRIPTION
FOR
•
THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERN/\RDINO BUILDING "F"
CENTRAL CITY PROJE<;_'!° J\REA NO. 1, CALIFORNIA R-79
All that real property in the City of:!an Bernardino, County of San Bernardino, State of California, described as: : .

That portion of Bloc ·.s 11 and 12, CtrY QF SAN BERNARDINO, as per Mc:.p recorded in Book 7, page l of Map~ in the Office of the Recorder of said County, and that portion of "3rd" and "F" Streets as vacated by said City of _San Bernardino per Resolution No"; 9574, recorded December 19, 1968 in Book 7150, page 926, Official Records of said County, and R2solution No. 9351 recorded August 20, 1968 i11 Book 7080, page 517, Official Records of said County, described as follovis:

Beginning at that certai:i poipt designated Point "B'' _in the boundary described in deed to the Redevelopment Agency of th!;! City of San Bernardino, -::alifornia, recorded July 9, 1969, in Book 7264, page 766, Official Records of said County; thance alorig said boundary the following courses:

North 0°02·55" E.a1t 157.00 feet; thence
North 89°57'05" test 480. 75 feet; th 1r~ce
South 0°02'55
11 ~-st 11.83 feet; thence
North 89°57'05:' 'iVest 4.25 feet; thence
South 0°02'55
11 1est 73.56 feet; thence
South 89°57'05" fast 1.17 feet; thence
South 0°02'55" West 11.61 feet; thence
South 89°57'05'~ E __ ast 2.83 feet; ,,.,ence
South 0°02'55" \vest 60.00 feet to
a line that bears North 89°57'05" West :from said Point 11 8"; thence leaving satd.
boundary, South 89 °57' 05" East 481. 00 feet to the ?oint of Beginning.

Containing 7 5, 841 Square Feet. ! J
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Pl.ANNING • c1vu. ENOINEERING • SUR'IEY!NG
• 998 F &'rRlP • P.O. BOX 600
8AN ~ERNA'f'INO, CALIF. 92402
Tll:Ll!PHO .. ,:_ (714) eoP-3674
I
July lq, 1968
Revhid July 11, 1969

DESCRIPTION
FOR
BOOK 7580 PAGE 425
•
Tn...: REDEVELOP:tv1ENT AGE Y OF THE CITY OF SAN BERNARDINO CENTRAL C !TY PROJE . CALIFORNIA R-79
f San Bernardino, County of San Bcrnard;.no.

Si'\N BERNARDINO, as per Map recorded :.n
in the . ffi<':e of the Recorder of said County, •
Beginning at that ce tai:1 point designated Point "A" in the boundar/ described in deed to the Redevelopment Agency of the City of San Bernardino, California, recordP.d July 9, 1969 in Book 7264, page 766 • Official Records of said County; thence along said boundary the follov,ing courses:

North 89°57'05" V/est 153.4~ feet; thence
South 0°02'55" West 11.83 feet; thence
North 89°57'05" West 4.25 feet; thence
South 0°02'55'' West 93. 56 feet; thence
South.89°57'05" East 1.17 feet; thence . .,
South 0°02'55" :vest 11.61 feet; thenci:
leaving said boundary, South 89"57'05" Ea:.t 1S6.50 feet to a line that be2,rs South 0°02'55" \Vest from said Point "A"; thence North 0°02'55"East 117 .00 feet t:o the Poir.t of Beg inning .

Containing 18, 383 Square Feet.
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PI.AN'\IING • CI\/IL ENGIJ'H:.ERING • SURVEYING
• 8118 F 1TREET • P.O. BOX 8110
SAN lllt~AltDINO, CALIF, 112402
TICl.l!:PltONIC , 714) 8llll•ll874
tnuary 9, 1970
\
: REVISED

LE ',,AL DESCRIPTION
FOR
•

THE REDEVELOPMENT ,NCY OF THE CITY OF SAN BERNARDINO
l,\UILDING II H
11 _______ C=ENTRAL CITY PROJ~T AREA NO. l, CALIFORL-J:..::I~A-=-R:.--_7.::..9 _____ _ ~-
All that real property in the City • San BernarJino, County of 3an Bernardino, State of Cali:ornia, describl:!d as:j ·
That portio:1 'Of .. Block 21, CITY OF BAN !3ERNARDINO, as per Map recorded in Book 7, Page 1 of Maps, in the r)ffice of the Recorder of said Co 0 .1nty, des
cribed as follows:

Beginning at a point on the :tast line of said Block 21 that is South 0°04' 2 0" East 327. 15 feet from the Norfneast corner of said Block 21; thenc,~ continuing South 0°04' 20
11 East alo,~g said East line 96. 77 feet; thence Nortl-i 89°57'05" V/est 79 .15 feet; thence: North 0°02'55
11 East 96. 77 feet to a line
that bE?ars North 89°57'05
11 West ftk>m,the Point of Beginning; thence South
89°57'05" East 78.95 feet to the Point of Begin;iing.

R~SERVING unto the granter 'the right to constr.uct and mnintain an over head parking deck over the above described parcel, at or above a Mean Sea Level Elevation of 1067. 0!) feet.

Also reserving unto the grantor the right to construct and maintain support columns for said parking deck along those certain li.nes show,1 as "column lines" on the attached "plat, ,which by this reference is made a part h1:!reof.

Containing 7650 Square Feet.

EXHIBIT
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PLANNING • CIVIi. £NGINEERIN~ SURVEYING
898 F' STRCET • P.O. BOX 600
SAN 110:RNAPOISO, CAI.IF, SIZ-102
T&U:rHONE (714) llllSl•3G74
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PLANNING , CIVIL ENGINEt:RING • SURVEYING
11~1.1 F STRl::E'T • P.O. COX 680
SAN D.:Rr,l~RCINO, CALIF, 0:::402
"tlELEl'l.-.,.;>NI: (714) 000•367<1
January 9, 1970
Revised AprU 21, 1970

REVISED
' LEGAL DESCRIPTION
FOR
•
THE REDEVELOP!l.1ENT AGENCY OF' THE CITY OF SAN BERNARDINO . BUILDING "J" "
CENTRAL CITY PROTECT AREA NO. 1, CALIFORNIA R-79
I
All that real property in the City of jan Bernardino, County of San Bernardino, State of California, described as: . · .
. '
That portion of Block 21, CITY olsj BERNARDINO, as per Map recorded in Book 7, Page l of Maps, ir, the clffice of the Recorder of said County, ,'es cribed as follows:

BegL1ning at a point on the East line of said Block 21 that is South 0°04' 20" East 100. 00 feet frum the Northeast corner :.: _,aid Block 2 i; thence continuing South 0°04'20" East along said East line 174. lS :feet; thence North 89"57'05" West 82,59 feet; the:.ce North 0°02'55" East 17~.lG f~::!ttoa line that bears North 89°55'37" vVest, pc1rallel with the North line of said Block 21, from the Point of Beginning; thence South 89 °55' 37" E.ast 82. 22 feet to tc'.e Point cf Beginning.

RESERVING unto the grantor the right to construct anci maintain an over head parking deck over the above dP-scribed parcel, at.or above a Iviean Sea Level Elevation of 1067.00 feet.

Also reserving unto the gra,.tor the ri.ght to construct and maintain support columns for said parking deck along thos:? certain lines shown as "column lines" on the attached Plot, •,vhich by this refi::::rence is made a part hereof.

I
SUBJECT TO that certain ijii'ty wall agreement recorded August in Book 335, Page 254 of Deedsf records of said County. 27 ,. 1903
Containing 14, ·352 Square Feet of which 81 Square Feet is encumbered by said party wall agreement. Net unencumbered area is 14,271 Square Feet. • ,. ; . ,
' EXHIBIT 8-2
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er ~TR:~L CITY PROJ_l;CT .~RF.A NO. 1, CALI FOR;·,,; I.A. R-7 9 , _;___..::. ______ _ of San Bernardino, County of Sein Bernordino, All that re,· 1 prop,.:rty in the Ci State _of California, described, s: •
That portion of Blocks 11, 12, 2 and 22, CITY OF SAN BERNARDINO, as ;-er Map recorrled in Book 7, page of Maps in the Office of the Recorder of · ,id ••
Cou::ty, ar.J that portion of "3f"• ''F" and "G" Streets_ as v0.catcd by said <'ity of San Bernardi11c per Resoluticn tro. 9574 recorded Decemh,..:r 19, ! ":s ' : :ok i .J.50, page 9~ G, Official l{ecorcls of said County and E..:solution No. 93 , recorded August 20, 1968 in Bpok 7080, page 517, Official Records of sc lei County, dr-:,cribc-1 as fol!ov,s:

Commencing at the riorthea.st co:·ner of ·said Block 12; thence Nort:--l s9c57'0S" West along the North line 0£ Sl..id Biock 12, a distance of 12'/ .00 f;c,c:~, ence Nor.th 0'J2'55' 1:::ast 39.92 feeqto th.:) TRUE POINT OF BECili:'NiNG; thc:nc,;; North 89°57'Cr," West 100.17 feet; thence South 0°02'55" vVest 40.00 feet to ?o ~,t "A"; d1:..nc:, North 89<>57')5" Y./est :53.42 feet;
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thence South O "02' SS" vVest 11. 83 feet;
t ·, ·1ce Nro ...... h f')Q O c:: 7 '" c" V r . ., · - 4 2 5 fe ~•t· ',___ .i.L..l 1....,_ . .JJ Uv 'IC~1.. • t:;, :lience South 0"02'SS't West 93.56 feet,
"thence South 89°.51''05'' East}. 1 7 feet;
thencf~ South 0°02'55'! V✓ es'"..11.6] feet;
thence South 89°5?f :)" East 2. 83 feet:
thence Scuth 0°02'~5" Y./er.c 33 .17 feet;
thence North 89°57•05" \Vest 35. 00 feet;
th,... ce North 0°C2'S5" East 3'." .17 feet;
thence South 89°57'05'' East 6.00 feet to Point- "B";
thence North O 0 02 'S S" .:;as: 157. 00 fe0t;
thenc8 North 89°57'05'' V/est ~80.75 feet;
thence Scuth 0°02'55" \Vest 11. 83 feet;
thence North 89°57'05" Vlest 4.25 feet;
thence South 0°02'55" Y./est 73.56 feet;
thnnce South 89°57'()5;'' East 1.17 feet;
t:1ence South 0°02'55" West 11.61 feet;
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thence South 0°02'55" West 60. 00 feet;
thence South.89°~7'05'' East 2,JO feet;
thence South 0°02.'SS" West 33.17 feet;
th "'''"' th 8'' ~ -"'•Os 11· W t 35 00 f" t· cnce ,L.r. . :::i, es • •-e, thence North 0°02'S5" East 93.17 feet;
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thence South 89°57'05" East 4.00 feet to }-t,inl: "C"; · ther.;;e North East 186.67 fee:t to Pcint "D"; thence Suuth 89°57'~'1" East 153.4Z fee:.; thence North 0 0 02 '55 "· East 11. 83 feet; ' ·
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thence South 99c.57•os 11 East 4.25 feet;
thence North 0°02•55u East 66.17 feet;
thence North 89°57'05" 1,,Vest 3 .33 feet;
thence North 0°02'55" East 39.00 feet;
thence North 89°57'05" vVest 0.67 foot:
thence North 0°02'55" East 33.17 feet;
thence South 89°57'05" East 21 .. 50 feet;
thence North 0°02'5S";East 6.::io fe"'·:
thence South 80°57'05" East 18.00 feet;
thence Suc•th 0°02-'55" 1West 39. 67 feet
thence North 89°57'05j West IO.SO feet to Point "E";
thenc.:2 South 0°02'55" West 157 .00 feet; •
thence South 89°57'05" East 400.75 feet;
-thence North 0
0 02 · 55" Ea~t 11. 83 feet;
thence South 89°57'0Si' Eas.t 4.25 feet;
1 thence North 0°02'55'~East 111.56 feet;,
thence Nortn 89°57'05, Wes':. .. 17 feet;
thence North 0°02'55" East 11.61 feet;
tl1ence i\Torth ::,a 0 5? '05" West 2. 83 fee1:;

1.nence Nortl- .,
0 02.;'55" East. 29.17 feet;·
thence NorL 1 89°5.?''05" \Vest 92.50 feet;
thence Nortii 0°021S"~East 3C.54 feet;
thence South 89 °5 !'OS•' Ea~;t 140. 50 feet:
thence South 0°02:55 · ;;;t 30.54 feet;
thience North 89°5,'0S" West 15.00 feet; ,
therice Sou~h 0°02'55" \Vest 29 .17 feet;
thence North 89°5 .. '0$" West 4.00 feet to Po.int "F"; thence South 0°02 S'.' \V(?St 134.29 feet;
tr1ence South 89 °5 Of:.'' East 5. SO feet;
thence South 0°02 sfjwest 0.71 foot;
.her.'.~e South 89°5' 0~" East.122.89 feet. - . .
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to a line that bears North 0°11 '09'' Vlest from a point on the South line of said Block 21 that is North 8Q
0 57'GS" West 98.60 feet from the Soutreast
Corner of said Block 21; then 1South 0°11 '09" East 7 .08 feet to said ~outh line of Block 21; thence or,th 89 °57' OS'' West along said Souto line 28.'25 feet to a line that rs North 0°02'55" East from the TRUE • POINT OF BEGINNING; thence out!l 0°02'55" West 42 .58 feet to the TRUE POINT OF BEGINNING.
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Pl.ANNINO • -=t'•::. ~NCl!Nl!:!trtlHC • auRVKVINQ
~. ' 5eD ., tST..,:ET ' • P.O. 1'0X tS.O .

IIAN E,NAMOINO, CALI:!", 112 .. 0t\
Tar.s,.~.01111 C714) ll:l>-:Hl74
July 21, 1970
Revised October 26, 1970

REVISED

LEGAL DESCRIPTION
roR
•
THE REDEVELOP~1ENT AGENCY l')F THL CITY or SAN BERNARDINO . '

MALL PARKING AREA
CENTRAL CITY PROJECT ArtEA NO. 1, CALIF<)RNIA R-79
\
All that real property in the City of San ~ernardino, County of San Rcrnardino, State of California, desL:ribed as:

That portion of Blocks 10, 11, 12,21 2 and 23, CITY or SAN_P.-ERNARDINO, as per ?~ap recorded in Book 7, page l Maps in the Cff ice of the Recorder of said County, and that portion of "3 · .'' F" and "G" Streets as vacated by said City of San Bernardino per Resoluti::: n ~- 9574, recorded December 19, 1968 in Booic 7150, Page 326, and Reso1~t No. 9351, recorded August 20, 1966 in Rook 7080, Page 517, Officiat:Rf ·ds of said County, described as follows:
' Beginning at a point on the Noftl-i li'"le of said Block 21 that is North 89 °5.S' 37" West 150.00 feet from the Northea;i_corner of said Block 2_1; thence along the South line of "4th" Street; and alonl said North line.of Block 21; and along the Easterly lines of the ''3rd" to "4th"; and '·'G" to "-H" cor .1ector streets; and alonq the Nortll line of "2nd" Street as d~sc:ribed in those certain deeds to the City of San Bernardino recorded rlover,bar 5 • 19?0 ir1 Book 7549, Page 35 , and July 17, 1969 in Book 7269, Page 8~5, Official Records of said Count;•, the tollowing courses:

South 45°04'23" W~st 11.31 feet; thence
North 89°55'37" West 281.52 feet; thence
North -!4°55'37",West 11.31 feet; thence
North 89°55'37''W::st 150.00 feet: thence . .

South 31°17'41" Wfst 83.46 feet; thence
North 89., 54 • 34" 'Nl:?s t 283. 2 4 feet; thence
South 85 °20' 19". West 141. 84 feet; thence
North 89°5-1'34",West 213.80 feet; thence
North 89°S8'Q0" West 41.27 feet; thence
along a tangent curve concave Southeasterly with a radius of 255. 00 feet throu9h a central angle of 51°02'0~" a distance of 227.!3 feet: thence South 39°00'00" \Vest 461. 68 feet: thence along a tangent curve concave Easterly with a radius of 2 0. 00 feet through a central angle of 85 ° 12' 00" a dtsta~.c,a of 29. 7 4 feet; thence South 46°12'00" East 643. 92 feet: thenc~ a}ong a tangent curve concave South\vesterly I
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Arro~lvhear!--:> ~OOK 7580 PAGe435
[~ ~
"' Legal'Descriptic:n
Redevelopment Agency of the City o
~1.ntt,'ttruJ. : Bernardino
~all Parking Area
Central City Project A'."ea • R-79

Page 2 ends

Mayor and City CouncilApril 5, 2023

Mayor and City Council
April 5, 2023