Roanoke, are. I am very. community. Currently,

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Miranda Anderson
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Media Contacts: Lindsay Grant/Megan Semmelman 804 788 1414 lgrant@hodgespart.com megans@hodgespart.

, September 6, 2013 After years of wonderingg what would come of the soon to be former site of the Colonial Heights Courthouse, Kroger Mid Atlantic and the City of Colonial Heights are proud to

1 Media Contacts: Lindsay Grant/Megan Semmelman Kroger Coming to Colonial Heights Grocer to redevelop site, bring new option to Tri Cities Area Roanoke, Va., September 6, 2013 After years of wonderingg what would come of the soon to be former site of the Colonial Heights Courthouse, Kroger Mid Atlantic and the City of Colonial Heights are proud to announce plans to redevelop the site, located in thee downtown area of the city, with a brand would include acquisition of the existing courthouse site and the development of one of Kroger s largest, full service stores. The Colonial Heights City Council will be conducting a public hearing and considering formal approval of the agreement at its regular meeting on Tuesday, September 10, 2013 I am very excited about recommending this unique development proposal to the City Council, said Colonial Heights City Manager Tom Mattis. Not only will thiss project bring many direct financial benefits to the city, it includes a partnershipp opportunity with Kroger to bring its first Tri Cities store to our new, state of the art Kroger Store a new grocery option for the Tri Cities Area. Kroger Mid Atlantic and city staff reached a tentative agreement on a specific development plan that community. Projected to open in the summer of 2015, the Colonial Heights Kroger is expected to be 90,000+ square feet and also will include a Kroger Fuel Center with nine fuel pumps and a drive thru pharmacy. The addition will be Kroger s 18 th store in the region following thee Staples Mill Marketplacee store opening in Henrico County. It further illustrates Kroger Mid Atlantic s continued investment in the region and aligns nicely with the city s commitment to boosting revenue for Colonial Heights. We ve long wanted to serve the Tri Cities Area and deliver the Kroger experience to new customers, said Jay Cummins, Kroger Mid Atlantic president. We re grateful for our partnership with the City of Colonial Heights they want the best for the community here and that s what we intend to bring. Currently, the Southpark Mall area is the central hub for shopping and commerce in the Tri Cities Area. The Colonial Heights Kroger will be the first grocer to build onn the west side of Interstate 95, allowing for

2 easier access and less traffic for customers in Colonial Heights, as well as those coming from surroundings areas like Fort Lee, Hopewell, Petersburg, Prince George and others. This is an exciting opportunity for the City of Colonial Heights and the Tri Cities Area as this economic development initiative will bring new life to a business corridor, new jobs to our community, and new revenue to initiate current unfunded capital projects, said Dr. C. Scott Davis, Mayor of Colonial Heights. Kroger and the city manager have worked in partnership in reaching a tentative sale and development agreement that shares specific plans for the development, so we, the community, will know what to expect in the coming months. The City is currently finalizing construction on its new Courthouse that will open next month. Construction on the Colonial Heights Kroger will commence in mid * * * About The Kroger Co. The Kroger Mid Atlantic division operates 122 stores in the region which includes North Carolina, Virginia, West Virginia, and part of Kentucky, Tennessee and Ohio. The Kroger Co., headquartered in Cincinnati, Ohio, focuses its charitable efforts on supporting hunger relief, health and wellness initiatives and local organizations in the communities it serves. For more information about Kroger, please visit About the City of Colonial Heights The City of Colonial Heights is a full service independent Virginia city that is home to just over 17,000 residents and serves as the market center for the Tri Cities Area (which includes the cities of Petersburg and Hopewell, Prince George and Dinwiddie Counties and Fort Lee). For more information about Colonial Heights, please visit 2

3 Pictured: Mayor Scott Davis

Kroger s President of the Mid-Atlantic Marketing Area, Diane

5 Pictured L to R: Tom Mattis, City Manager, Diane Yates, Vice Mayor and Kenny Frenier, Councilman Pictured L to R: Jay Cummins, Kroger s President of the Mid-Atlantic Marketing Area, Diane Yates, Vice Mayor, Kenny Frenier, Councilman and Tom Mattis, City Manager

6 Pictured: Mayor Scott Davis with Wayne Covil, WTVR CBS 6

7 PURCHASE, SALE, AND DEVELOPMENT AGREEMENT THE CITY OF COLONIAL HEIGHTS AND KROGER LIMITED PARTNERSHIP I SEPTEMBER 10, 2013

8 KROGER DEVELOPMENT AGREEMENT The City has reached a unique Development Agreement with Kroger that commits both parties to a very specific project and timeline and detailed assurances to both the neighborhood and community at large about the future use and development of this property

12 KROGER DEVELOPMENT AGREEMENT Land Sale/Acquisition Kroger Store Elements Transportation/Access/Safety Adjacent Residential Neighborhoods Project Timing Non-Assignable Agreement Reversion Clause

13 KROGER DEVELOPMENT AGREEMENT Land Sale/Acquisition Kroger will pay the City a base price of $2,600,000 for the property at 401 Temple Avenue, the site of the existing Courthouse (Payment will be cash, less costs, at Closing, scheduled for March 11, 2014) although there is also other significant financial value gained by the City with this Agreement. (Article I; Section 1.1 Page 1)

16 KROGER DEVELOPMENT AGREEMENT Kroger Store Elements (Article VII; Section 7.1 Page 7) Kroger will construct a new multi-department grocery store with total gross floor space under roof of at least 86,000 square feet which will include a pharmacy, organics, natural foods, bakery/deli, and a fuel center The proposed store is the same size as the Short Pump Kroger and is 25,000 sf larger than the Chester store at Breckenridge Square (An even larger store is possible, but final property dimensions will be the determining factor)* *Not specifically delineated in agreement document

18 KROGER DEVELOPMENT AGREEMENT Kroger Store Elements (Article VII; Section 7.1 Page 7) Kroger will invest at least $8,000,000 in the construction of the new store and acquisition of new personal property. The new Kroger store will create at least two hundred (200) new jobs in the city, including forty (40) new full-time positions The existing Courthouse will be entirely demolished and removed from the site, likely in the spring of 2014* *Not specifically delineated in agreement document

19 KROGER DEVELOPMENT AGREEMENT Transportation/Access/Safety Prior to developing final plans for the project, Kroger will complete a traffic study of the area, analyzing all appropriate transportation issues including but not limited to traffic, capacity, safety, and recommended improvements. All such improvements determined necessary by the traffic study will be constructed. (Article VII; Section 7.2(i) Page 7)

21 KROGER DEVELOPMENT AGREEMENT Transportation/Access/Safety Kroger is also committed to providing new traffic signalization at the Temple Avenue/Hamilton Avenue intersection, including the installation of lighted/signaled pedestrian crossings, markings, and traffic signing. (Article VII; Section 7.2(ii) Page 7)

22 KROGER DEVELOPMENT AGREEMENT Transportation/Access/Safety Adjacent to the Kroger project, the Virginia Department of Transportation (VDOT) is currently developing plans for a round-about intersection to be constructed at the intersection of I-95 and Temple Avenue. The City Council has previously stated their support for this project; and Kroger is aware of the current plans (and VDOT is aware of Kroger s plans). The City is confident that both of these projects can be constructed in a way that is mutually beneficial and a positive addition for the City.* *Not specifically delineated in agreement document

24 VDOT RTE-95 INTERCHANGE IMPROVEMENT/ROUNDABOUT

25 VDOT RTE-95 INTERCHANGE IMPROVEMENT/ROUNDABOUT

26 KROGER DEVELOPMENT AGREEMENT Transportation/Access/Safety Kroger will also provide for the design and construction of other infrastructure including but not limited to sidewalks and/or public walking areas, water and sewer utilities, pavement, curb & gutter, drainage, and pavement as mutually deemed appropriate or necessary. (Article VII; Section 7.2(iii) Page 7-8)

27 KROGER DEVELOPMENT AGREEMENT Adjacent Neighborhoods (Article VII; Section 7.4 Pg 8-9) On the southern boundary of the property immediately adjacent to existing residential properties, Kroger will provide a buffer zone of fifteen (15) feet from the property line wherein no permanent structures will be located; and will erect a privacy fence at least eight (8) feet in height. (Article VII; Section 7.4 Page 8-9)

29 KROGER DEVELOPMENT AGREEMENT Adjacent Neighborhoods (Article VII; Section 7.4 Pg 8-9) Kroger will develop plan to provide appropriate, safe, and effective nighttime lighting, but not adversely affect the neighborhood or create light pollution The Colonial Heights Kroger will not be a 24- hour store; and none of its operations will be open for business between the hours of 12:00am (EST) and 5:00am (EST). Kroger will be limited to one masonry-encased monument sign no taller than 18-feet from ground level (aside from signage attached to the building).

30 KROGER DEVELOPMENT AGREEMENT Project Timing Kroger is committed to begin construction on the new store no later than December 31, 2014; and to be open for business no later than December 31, Current plans, however, are for construction to begin as early as next summer, which would provide for a store opening in the summer of (Article VII; Section 7.5 Page 9)

31 KROGER DEVELOPMENT AGREEMENT Project Timing Assuming they proceed with the project and acquisition of the property at the end of the due-diligence period, Kroger is contractually committed to a very specific development plan as defined above. Kroger cannot substantially change the project nor sell the property without the City s consent Article VII; Section 7.5 (Page 9) Project Timing. Purchaser shall commence construction on the Project as described herein no later than December 31, 2014; and the Kroger grocery and multi-department store will be open for business no later than December 31, Purchaser shall not be obligated to build or operate the project contemplated herein. If Purchaser does not commence construction or open for business then Seller shall have revision rights as described in 7.7 herein.

32 KROGER DEVELOPMENT AGREEMENT Project Timing Kroger must build the project as described and cannot transfer the agreement nor sell the property without the City s consent. Article VII; Section 7.6 (Page 9) Non-Assignable. Purchaser expressly agrees that prior to completion of the Project as described herein, the benefits of this Agreement in favor of Purchaser may not be assigned to any party, nor may the Purchaser s duties and responsibilities be delegated to any party, without the express written consent of the Seller; and the property shall not be sold to any other party without the Seller s express written consent....

33 KROGER DEVELOPMENT AGREEMENT Project Timing If Kroger has not commenced construction on this project by December 31, 2014, the City will have the option to buy-back the property at a reduced price. Article VII; Section 7.7 (Page 9) Reversion. Seller retains and preserves its right to re-acquire the Premises if Purchaser has not commenced construction of the Project by December 31, 2014,... Seller at its option may elect to buy-back the property at a total purchase price of Two Million Four Hundred Thousand Dollars ($2,400,000.00) any time prior to Purchaser commencing construction of the Project. As used herein, commencing construction means the pouring of footers for the grocery store. Seller s right to re-acquire the Premises as set forth in this Section 7.7 shall be Seller s sole remedy in the event Purchaser does not pursue the Project...

34 KROGER DEVELOPMENT AGREEMENT Other The City is providing no development incentives to Kroger tax abatement, grants, etc. - to facilitate this project. Substantial new annual revenue for City and CH Public Schools Proceeds from sale will provide an opportunity for the City to address unfunded capital needs and reinvestment into essential city infrastructure and services.

35 KROGER DEVELOPMENT AGREEMENT Specific assurance to the neighborhood and general citizenry what will be built and when it will be built. National name-brand development partner with proven track record and high-quality services/product Project is appropriately sensitive to issues relating to adjacent residential neighborhoods Will provide significant economic benefit through job creation & annual revenue generation for the City Transportation/safety improvements for neighborhood; and enhanced benefits from VDOT Project City and neighborhood is protected if project does not proceed as planned

36 KROGER DEVELOPMENT AGREEMENT Q&A

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