1 4872-0404-6763v8/022283-0548
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Allison E. Burns, Esq.
Stradling Yocca Carlson & Rauth
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
[Space above for recorder.]
JOINT USE AND IRREVOCABLE LICENSE AGREEMENT
This JOINT USE AND IRREVOCABLE LICENSE AGREEMENT (this "Agreement") dated, for identification purposes only, as of March 26, 2024, is made and entered into by and between ANTELOPE VALLEY FAIRGROUNDS AUTHORITY, a California joint powers authority (together with its successors and assigns, the "Authority"), and CITY OF LANCASTER, a California municipal corporation and charter city (the "City", and collectively with the Authority, the "Parties", or each individually, a "Party").
RECITALS:
A. Authority has operational responsibility for those certain parcels of land (collectively, the "Authority Parcels") owned in fee by ground lessor, the 50th District Agricultural Association, a division of the State of California (the "50th District"), more particularly described in Exhibit A attached hereto and incorporated herein by reference, which land is located in the City of Lancaster, County of Los Angeles, State of California.
B. The Authority intends to rehabilitate an existing 6,000 square foot building into a 7,500 square foot community kitchen, and construct, without limitation, a 140,000 square foot event center, 26,000 square foot auditorium, and emergency operations center (collectively, the “Community Facilities”) on the Authority Parcels, to be constructed by the Authority (the "Authority Project") in accordance with the plans identified on Exhibit B hereto and incorporated by this reference (the “Plans”) and depicted on the site map (the "Site Map") attached hereto as Exhibit C and incorporated by this reference.
C. Contingent upon the issuance of certain financing instruments as described herein, in reliance on the promises made herein, and pursuant to the terms hereof, the City agrees to fund up to $50,000,000 of the construction costs of the Authority Project (the “City Contribution”).
D. The Parties expect contributions to the Authority Project from other agencies, including, but not limited to, grant funds from the California Department of Food and Agriculture, funds from the City of Palmdale (“Palmdale”), funds from Antelope Valley Union High School District (“AVUSD”), funds from Los Angeles County (“County”), and funds from Antelope Valley East Kern Water Agency (“AVEK”).
E. Subject to the terms and conditions hereof, the Authority and the City desire to enter into this Agreement to: (1) establish certain rights of the City and City Residents to use the Community Facilities (the “City Community Facilities Use Rights”) and (2) memorialize the Authority’s grant of irrevocable and perpetual licenses to the City to facilitate the City’s exercise of the City Community Facilities Use Rights (the “Irrevocable Licenses”). 2 4872-0404-6763v8/022283-0548
NOW, THEREFORE, for and in consideration of the promises, the mutual covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby agree as follows:
1. Incorporation of Recitals; Definitions. The foregoing recitals are incorporated by reference as if fully set forth herein and shall be deemed conclusive as between the Authority and City. Any capitalized terms not otherwise defined herein shall have the following meanings:
"City Residents" shall mean residents of the City of Lancaster. “Contributing Agencies” means and includes public agencies who request use of the Authority Project in exchange for a commensurate financial contribution toward the costs of the design and construction of the Project. The Parties anticipate that Palmdale, AVUSD, County and AVEK will become Contributing Agencies.
“Emergency” means and includes, but is not limited to, natural disaster, pandemic, declared state of emergency or other imminent threat to human life or safety. “Facility Overhead Charge” means the fee(s) Authority shall charge to users of all or a portion of the Community Facilities and remit to the City on a monthly basis. "Fair Events" means the Antelope Valley Fair (generally spanning three weeks for setup, operation, and tear-down in late September of each year); (ii) the Poppy Festival (generally spanning three weeks for setup, operation, and tear-down in late April of each year). "Official Records" shall mean the official records of the County of Los Angeles, State of California.
"Permittees" shall mean the City, and its employees, agents, contractors, customers, invitees and licensees.
“Third Party User” shall mean a person or organization other than the City, Permittees, Authority, or AVUSD using the Community Facilities in a non-Emergency.
2. Construction. Authority shall cause the construction of the Community Facilities in accordance with the Plans, pursuant to (i) the Schedule of Performance attached hereto as Exhibit D and incorporated herein by this reference, and (ii) the Budget attached hereto as Exhibit E and incorporated herein by this reference. Authority shall not execute any change order without prior written consent of the City. Authority shall ensure that construction of the Community Facilities is performed in a good and workmanlike manner.
3. Joint Use. The Parties have entered into this Agreement to establish the priority of use of the Community Facilities by the Parties and the Contributing Agencies.
A. Priority of Use. The Authority shall operate the Community Facilities in accordance with the following priority of use:
(i) First priority use: Emergency shelter and operation uses by the City, City residents, and Contributing Agencies in the event of Emergency. 3 4872-0404-6763v8/022283-0548
(ii) Second priority use: use by the City or its Permittees, subject to Fair Events;
(iii) Third priority use: use by AVUSD, subject to Fair Events; (iv) Fourth priority use: use by Authority other than Fair Events; and
(v) Fifth priority use: use by Third Party Users on a first-come, first served basis, subject to availability and subject to a rate schedule established pursuant to Section 3.E(ii) hereof.
B. Operations. The City’s use of the Community Facilities shall be free of charge. Notwithstanding the foregoing, the City shall reimburse the Authority for its actual and reasonable cost to provide Authority staff or Authority equipment for the City’s use. Authority shall at all times provide City with keys, access codes and/or other access methods necessary to allow City and its Permittees to access, use, operate and enjoy the Community Facilities. City shall be responsible to repair or replace any portion of the Community Facilities damaged, destroyed, or removed (collectively “Damage”) by City or its Permittees within thirty (30) days of City’s receipt of written notice of Damage from Authority. The Authority understands that the City plans to fund the City Contribution from the proceeds of tax-exempt municipal bonds (the “City Bonds”). The Authority will operate the Authority Project in a manner at all times that will preserve the tax- exemption of the City Bonds and agrees to consult with the City and its bond counsel in connection with the entering into of any management contracts, leases or uses not explicitly set forth in this Agreement.
C. Scheduling. No later than the first day of January and the first day of July of each year, Authority shall request from City and AVUSD their respective schedule of events proposed to be conducted at the Community Facilities for the next succeeding year. City shall provide to the Authority (i) its schedule of events to be conducted at the Community Facilities for the period of July 1 through December 31 no later than January 30 of such year and (ii) its schedule of events to be conducted at the Community Facilities for the period of January 1 through June 30 of the next succeeding year no later than July 31 of each year. Authority shall schedule the use of the Community Facilities in accordance with the priority of use set forth in Section 3.A., above. The City and Authority agree to meet and confer in good faith with each other and AVUSD on a bimonthly basis to coordinate schedules and to resolve any scheduling conflicts.
D. Rules. The Authority shall have the right to establish and, from time to time, amend, reasonable nondiscriminatory rules and regulations for the Community Facilities, including, but not limited to, the control of entry to the Community Facilities, the rates and charges for use of the Community Facilities by members of the public (collectively, the "Rules"); provided, however, the Rules shall be subject to the consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed. The Rules shall apply equally to the Authority, the City the Contributing Agencies.
E. Third Party Use. Authority shall require all Third Party Users of the Community Facilities to comply with the following:
(i) Insurance. Authority shall require all Third Party Users to provide insurance in accordance with Section 10 hereof. 4 4872-0404-6763v8/022283-0548
(ii) Fees. Authority shall establish a written schedule of fees and charges for use of the Community Facilities (and portions thereof). Such fees and charges shall be approved in writing by the City before taking effect and shall include Facility Overhead Charge(s) approved by the City. The Authority shall remit the Facility Overhead Charges collected each month to the City within thirty (30) days after the last day of each month. Neither AVUSD nor Contributing Agencies shall be required to pay Facility Overhead Charge(s).
4. City Contribution. In reliance on the promises made herein, the City hereby agrees to make the City Contribution contingent upon the following: (i) the issuance of the City’s Bonds; (ii) the execution of a guaranteed maximum price contract or fixed price contract for construction of the Authority Project (iii) evidence satisfactory to the City that the Contributing Agencies have already or will make sufficient contributions in a timely manner to allow completion of the Authority Project, (iv) evidence satisfactory to the City that the contributions from the Contributing Agencies are sufficient to complete the Authority Project as approved by the City, (v) evidence that all regulatory approvals and entitlements for the Authority Project have been obtained, (vi) provision of all agreements, opinions and certifications from the Authority and the Contributing Agencies as reasonably requested by the City and its bond counsel in connection with the issuance of the City Bonds..
5. Community Facilities Maintenance. The Authority shall be responsible at its cost at all times to keep and maintain the Community Facilities in good condition and repair, reasonable wear and tear excepted.
6. Community Facilities Irrevocable License. The Authority hereby grants, establishes, covenants and conveys to the City and its successors and assigns, a nonexclusive, irrevocable, and perpetual license to use and enjoy the Community Facilities (“Community Facilities Irrevocable License”), subject to the terms and conditions in this Agreement and the Rules. The City shall not be assessed any fee for the use and enjoyment of the Community Facilities pursuant to this Agreement and the Community Facilities Irrevocable License. The Community Facilities Irrevocable License shall be an encumbrance against the Community Facilities and binding upon the Authority and its successors and assigns. The Authority’s transfer of the Community Facilities shall not effect a termination of the Community Facilities Irrevocable License. As stated in this Section 6, the Community Facilities Irrevocable License is perpetual. In no event will the Communities Facilities Irrevocable License be subject to termination, revocation or any further limitation except as expressly provided herein.
7. Access Irrevocable License. The Authority hereby grants, establishes, covenants and conveys to the City, and its respective successors and assigns, a nonexclusive, irrevocable, and perpetual license and right of way, across, over and upon all driveways, streets and walkways located on the Authority Parcels under the operational control of the Authority (the “Access Irrevocable License”). The City shall be allowed to use the Access Irrevocable License to provide access to, and to be used in connection with the City’s use and enjoyment of the Community Facilities and the Community Facilities Irrevocable License as provided herein. The Access Irrevocable License shall be binding upon the Authority and its successors and assigns. The Authority’s transfer of the Community Facilities shall not effect a termination of the Access Irrevocable License. As stated in this Section 7, the Access Irrevocable License is perpetual. In no event will the license be subject to termination, revocation or any further limitation except as expressly provided herein.
5 4872-0404-6763v8/022283-0548
8. Standards of Performance; Relationship Between City and Authority. The Authority accepts the relationship of trust and confidence established between the City and the Authority by the terms of this Agreement. The Authority covenants with the City to furnish its best skill and judgment in performing its obligations hereunder, and shall at all times exercise its rights and perform its duties under this Agreement in a manner which maintains the good name and business reputation of the City. The Authority shall perform its duties and obligations under this Agreement in an efficient, expeditious, prudent and economical manner, consistent with the best interests of the City, in accordance with industry standards.
9. Term. This Agreement shall remain in full force and effect until the later of December 31, 2055, or the term of the City Bonds.
10. Insurance.
A. The Authority, at its expense, shall maintain in effect at all times during the term of this Agreement the following coverage and limits of insurance, which shall be maintained with insurers listed “A-, VIII” or better in the Best’s Key Rating Guide:
Commercial General Liability
Each Occurrence $2,000,000
Per Project General Aggregate $5,000,000
Including Products/Completed Operations; Contractual Liability/Independent Contractors; Property Damage
(Coverage shall be at least as broad as ISO form CG2010 11/85 or CG2010 07/04 and CG2037 07/04 combined, or an equivalent providing ongoing and completed operations)
Commercial Automobile Liability
Combined Single Limit per Accident for
Bodily Injury and Property Damage $5,000,000
(Coverage shall be at least as broad as ISO form CA00 01) Workers Compensation
As Required by the State of California Statutory Limits Employers’ Liability
Each Accident $1,000,000
Bodily Injury by Disease $1,000,000
Each Employee $1,000,000
(A Waiver of Subrogation must be provided on behalf of the Certificate Holder for the Workers Compensation & Employers’ Liability policies) Professional Liability
Each Occurrence $5,000,000
Provide one of the following for cyber-related services Technology Professional Liability
(Errors and Omissions)
Each Occurrence $5,000,000
6 4872-0404-6763v8/022283-0548
(Coverage shall be sufficiently broad to respond to the duties and obligations as are undertaken by Authority pursuant to this Agreement and shall include, without limitation, claims involving invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as well as any applicable regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.) Or
Cyber Liability Insurance
Each Occurrence $5,000,000
Property Insurance [upon issuance of certificate of occupancy] Building Property Limit $119,769,562
B. The Authority’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insured’s liability.
C. Professional liability and/or cyber insurance written on a “claims made” basis must be renewed for a period of three (3) years after this contract expires or is terminated.
Such insurance must have the same coverage and limits as the policy that was in effect during the term of this contract and will cover Authority for all claims made by the City insured entities arising out of any acts or omissions of Authority or its officers, employees, or agents during the time this Agreement was in effect.
D. Any deductibles or self-insurance retentions must be declared and approved by the City. At the City’s option, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City insured entities or the insurer shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.
E. All insurance shall be primary and non-contributory as respects the City insured entities. Any insurance or self-insurance maintained by the City insured entities shall be in excess of the Authority's insurance and shall not contribute with it.
F. Authority shall furnish the City with Certificates of Insurance and with endorsements effecting coverage required by this Agreement. Certificates of Insurance shall meet the following requirements:
(1) Show that the insurance policy has been endorsed to state that coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits except after 30 days’ prior written notice (10 days’ written notice for non-payment) to the City of Lancaster.
(2) List in the “Descriptions of Operations/Locations/Vehicles” section:
Joint Use Agreement
The City of Lancaster, its elected officials, officers, employees and volunteers are included as additional covered parties, but only insofar as the operations under this contract are concerned.”
(3) List in the “Certificate Holder” section:
7 4872-0404-6763v8/022283-0548
The City of Lancaster, 44933 Fern Avenue, Lancaster, California 93534.
11. Books and Records. The Authority shall keep full and accurate books of account and such other records as are necessary to reflect the results of operating the Community Facilities and other activities under this Agreement. For this purpose, the Authority agrees it will make available to the City, or its authorized agents, auditors, or representatives, all books and records in the Authority’s possession relating to the Community Facilities and other activities under this Agreement. All books and records for operation of the Community Facilities and other activities under this Agreement shall be located either at the Community Facilities or at the Authority’s corporate office. All accounting records shall be maintained in accordance with generally accepted accounting principles. All such books, records, and reports shall be maintained separately from other facilities operated by the Authority. The Authority agrees to maintain reasonable and necessary accounting, operating, and administrative controls relating to the financial aspects of the Community Facilities and other activities under this Agreement. The Authority shall deliver to the City all of the financial and accounting books and records relating to the Community Facilities and other activities under this Agreement upon the expiration or earlier termination of this Agreement, and the City shall have the right to inspect and audit such books and records during such period as provided in Section 12 below.
12. Inspection. Upon seven (7) days prior written notice to the Authority, which notice shall set forth the date and time that the City desires to inspect the books and records, the City or its authorized agents, auditors, or representatives shall have the right during normal business hours to review, inspect, audit, and copy the books, records, deposit receipts, canceled checks, and other accounting and financial information maintained by the Authority in connection with the operation of the Community Facilities and other activities under this Agreement. All such books and records shall be made available to the City at the Community Facilities, unless the City and the Authority agree upon another location. The City, at its own expense, shall have the right to retain an independent accounting firm to audit the books and records relating to the Community Facilities and other activities under this Agreement on an annual basis. The inspection right of City under this Section 12 shall remain in effect for a period of one (1) year following the termination or expiration of this Agreement.
13. Delinquencies. In the event the Authority is delinquent for a period of thirty (30) days or more in paying to the City any sums payable pursuant to this Agreement, including, without limitation, the Facility Overhead Charge, the City shall be entitled to collect from the Authority interest thereon, from the date such sum was due and payable until paid, at the rate of ten percent (10%) per annum or at the then maximum lawful rate of interest per annum, whichever is less, plus the reasonable attorney’s fees incurred by the City in the collection of such delinquency. Receipt of such interest or attorney’s fees by the City shall not bar the exercise of any other remedy available to the City on account of such delinquency.
14. Damage or Destruction; Eminent Domain; Force Majeure Events.
A. Damage or Destruction. Should the Community Facilities be destroyed or substantially damaged by fire, flood, acts of God, or other casualty, the Authority, by written notice to the City given within sixty (60) days following the occurrence of such event, shall have the right to terminate this Agreement on the basis that the Authority does not choose to rebuild or restore the Community Facilities, and in such event City shall be entitled to receive all insurance proceeds for the Community Facilities, after which payment neither party shall have any further obligation to the other party under this Agreement, except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination. For the purpose of this 8 4872-0404-6763v8/022283-0548
Section 14, the Community Facilities shall be deemed to have been substantially damaged if the estimated length of time required to restore the Community Facilities substantially to its condition and character just prior to the occurrence of such casualty shall be in excess of twelve (12) months, as indicated by an architect’s certificate or other evidence reasonably satisfactory to the City. If this Agreement is not terminated in the event of damage to the Community Facilities either because (i) the damage does not amount to substantial damage as described above, or (ii) notwithstanding destruction of or substantial damage to the Community Facilities, the Authority elects to restore the Community Facilities, then the Authority shall proceed, at the Authority’s own expense, with all due diligence to commence and complete restoration of the Community Facilities to its condition and character just prior to the occurrence of such casualty.
B. Eminent Domain. If all of the Community Facilities (or such a substantial portion of the Community Facilities so to make it unfeasible, in the reasonable opinion of the Authority, to restore and continue to operate the remaining portion of the Community Facilities for the purposes contemplated in this Agreement) shall be taken through the exercise (or by agreement in lieu of the exercise) of the power of eminent domain, then upon the date that the Authority shall be required to surrender possession of the Community Facilities or of that substantial portion of the Community Facilities, this Agreement shall terminate and (i) City shall be entitled to all of the just compensation paid for the Community Facilities; and (ii) neither party shall have any further obligation to the other party under this Agreement except with respect to liabilities accruing, or based upon events occurring, prior to the effective date of such termination.
If such taking of a portion of the Community Facilities shall not make it unfeasible, in the reasonable opinion of the Authority, to restore and continue to operate the remaining portion of the Community Facilities for the purposes contemplated in this Agreement, then this Agreement shall not terminate, and the Authority shall proceed, at the Authority’s own expense, with all due diligence to alter or modify the Community Facilities so as to render it a complete architectural unit which can be operated as before.
C. Force Majeure Events. As used in this Agreement, the term “Force Majeure Event” means declared or undeclared war, acts of terrorism, sabotage, riot or acts of civil disobedience, acts or omissions of governmental agencies, accidents, fires, explosions, floods, earthquakes, or other acts of God, strikes, labor disputes, shortages of materials, or any other event not within the control of the Authority and not caused by the gross negligence or intentional wrongful conduct of the Authority.
15. Indemnification.
A. Authority’s Indemnity. The Authority agrees to and shall indemnify and hold harmless the City and its officials, officers, employees, agents and volunteers from and against any and all claims, demands, actions, lawsuits, proceedings, damages liabilities, judgments, penalties, fines, attorneys’ fees, costs, and expenses:
(i) which result from any act or omission arising from or relating to the Authority’s operation, maintenance or ownership of the Community Facilities, and/or any other activities under this Agreement; or (ii) which result from any action taken by the Authority that is expressly prohibited by this Agreement; or
(iii) which result from the Authority’s breach of any covenant or obligation contained in this Agreement.
9 4872-0404-6763v8/022283-0548
B. City’s Indemnity. The City agrees to and shall indemnify and hold harmless the Authority and its owners, officers, directors, employees, members and managers from and against any and all claims, demands, actions, lawsuits, proceedings, damages, liabilities, judgments, penalties, fines, attorneys’ fees, costs, and expenses which result from the City’s breach of this Agreement.
C. Nature of Indemnity. The indemnity obligations of the Authority set forth in this Section 15 shall be offset to the extent of any applicable insurance proceeds paid to the City.
16. Remedies.
A. If there is material breach of any provision of this Agreement by a Party, a non-breaching Party may serve written notice of the breach on the breaching Party. If the breach is not cured within sixty (60) days following receipt of the notice of breach, or such longer period as may be reasonably necessary to cure such breach so long as the breaching Party at all times diligently pursues a cure, either non-breaching Party may take the actions permitted pursuant to this Section 16.
B. Within ten (10) business days of issuance of any written notice of breach pursuant to this Section 16, the chief executives of the Parties shall meet and confer in good faith to resolve such breach. If the Parties cannot reach agreement, they shall engage in good faith non-binding mediation with a neutral third party mediator mutually agreeable to the Parties.
C. If there is a material breach of this Agreement that is not cured within the time specified in subsection (A) above, and the Parties are unable to reach resolution pursuant to subsection (B) above, a non-breaching Party may bring an action for specific performance or injunction to compel the breaching Party to cure the breach and/or an action for damages resulting from the breach.
D. The breach of this Agreement shall not entitle any Party to cancel, rescind or otherwise terminate this Agreement (or any of the rights granted hereunder). The failure of any Party to insist upon the strict performance of any provision of this Agreement shall not be construed as a waiver of any breach of this Agreement.
E. No breach of this Agreement, nor the enforcement of any covenants, restrictions or provisions in this Agreement, shall defeat or render invalid the lien of any mortgage or deed of trust recorded against any property affected hereby, but all of the provisions, restrictions and covenants contained in this Agreement shall be binding upon and effective against the Parties or any successors or assigns of the Parties in their respective leasehold estates in the Authority Parcels, whose title is derived or acquired through foreclosure, deed in lieu of foreclosure, trustee's sale, or otherwise.
17. Duration of Obligation/Successors and Assigns. The terms, covenants and conditions herein contained shall run with the Authority Parcels and be binding upon the Parties hereto and their respective successors and assigns.
18. Waivers and Consents. Modifications, waivers and consents pertaining to this Agreement shall only be binding if in writing and signed by the Party against whom such modifications, waiver or consent is sought to be enforced. 10 4872-0404-6763v8/022283-0548
19. Notices, Demands and Communications. Any notice provided hereunder shall be dispatched by certified mail, postage prepaid, return receipt requested, or delivered by reputable delivery service, with a delivery receipt, or delivered personally, with a delivery receipt to the principal office of each of the Parties as follows:
If to Authority:Antelope Valley Fair Authority
2551 West Avenue H
Lancaster, CA 93536
Attn: CEO
with a copy to: ___________________
________________________
________________________
If to City:City of Lancaster
44933 Fern Avenue
Lancaster, California 93534
Attn: City Manager
Phone: (661) 723-6000
with a copy to: Allison E. Burns
Stradling Yocca Carlson & Rauth LLP
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
Phone: (949) 725-4000
with a copy to:
A copy of any notice shall also be provided to the 50th District and any lender providing financing to the Project that has recorded a notice against the Authority Parcels pursuant to Section 2924(b) of the California Civil Code, to such address set forth in the recorded notice. Such written notices, demands and communications may be sent in the same manner to such other addresses as the affected Party may from time to time designate as provided in this Section. Receipt shall be deemed to have occurred on the date shown on a written receipt as the date of delivery, the date of refusal of delivery or the date of attempted delivery if undeliverable.
20. Severability. The provisions of this Agreement are severable and the invalidity of one or more of the provisions shall not affect the validity or enforceability of any other provisions.
21. No Assignment. Neither Party shall sell, convey, assign, transfer, hypothecate, pledge, or otherwise dispose of (or agree to do any of the foregoing) all or any part of its interest, if any, in this Agreement, the Authority Parcels, the Community Facilities, or any contractual rights or obligations related hereto, without the prior written consent of the other Party.
22. Miscellaneous. This Agreement constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and no Party is liable to the other Parties or bound in any manner by expressed or implied warranties, guarantees, promises, statements or representations pertaining to the property that is the subject matter hereof unless such warranties, guarantees, promises, statements or representations are expressly and specifically set forth herein. Titles or captions to paragraphs are for convenience only and shall be given no legal effect or significance. No provision hereof shall be construed as creating the relationship or 11 4872-0404-6763v8/022283-0548
partners of joint venturers between the Parties. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same agreement.
23. Amendments. This Agreement may be amended by, and only by, a written agreement signed by all of the Parties.
24. Authority to Execute. Each of the Parties represent and warrant to the other that the person(s) executing this Agreement on behalf of each Party has full power and authority to bind that Party to the terms hereof and all actions required to be taken by or on behalf of the each Party to authorize it to execute, deliver and perform its obligations under this Agreement have been taken, and that this Agreement is a valid and binding obligation of each Party enforceable in accordance with its terms, except as the same may be affected by bankruptcy, insolvency, moratorium or similar laws, or by legal or equitable principles relating to or limiting the rights of contracting parties generally.
25. Binding Agreement. This Agreement shall be binding on the Parties regardless of whether the 50th District executes the consent attached hereto as Exhibit F.
26. Obligation. The Parties expressly agree that this Agreement constitutes an “obligation” as that term is used in Section 7.1 of the Authority’s Joint Powers Agreement.
27. Further Assurances. The Authority and the City each agree to execute and deliver from time to time, promptly following any reasonable request therefore by the other party, any and all instruments, agreements and documents, and promptly shall take such other actions as may be necessary or appropriate in the reasonable determination of the other party, to carry out the transaction described in this Agreement.
12 4872-0404-6763v8/022283-0548
[Signatures begin on the following page]
IN WITNESS WHEREOF, the Parties have signed, sealed and delivered this Joint Use Agreement as of the day and year first above written.
AUTHORITY:
ANTELOPE VALLEY FAIRGROUNDS AUTHORITY,
a California joint powers authority
By:
By: ________________________________
Dan Jacobs, General Manager
By:
[Signatures continue on the following page]
13 4872-0404-6763v8/022283-0548
CITY:
CITY OF LANCASTER, a California municipal corporation
and charter city
By: ________________________________
Jason Caudle, city manager
By:
Notary Page
Error! No document variable supplied.
4872-0404-6763v8/022283-0548
STATE OF CALIFORNIA )
)
COUNTY OF )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
Notary Page
4872-0404-6763v8/022283-0548
STATE OF CALIFORNIA )
)
COUNTY OF )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Notary Public
A-1
4872-0404-6763v8/022283-0548
EXHIBIT A
DESCRIPTION OF AUTHORITY PARCELS
APNs: 3114-011-907 and 3114-011-906
A-2
4872-0404-6763v8/022283-0548
A-3
4872-0404-6763v8/022283-0548
B-1
Error! No document variable supplied.
4872-0404-6763v8/022283-0548
EXHIBIT B
PLANS
1. CCA/Antelope Valley Fairgrounds Multi-Agency Regional Resiliency Center – E^2 [Package A] December 20, 2023, 90% Construction Documents prepared by 19six Architects on file with the City of Lancaster.
2. CCA/Antelope Valley Fairgrounds Multi-Agency Regional Resiliency Center – EOC [Package B] December 20, 2023, 90% Construction Documents prepared by 19six Architects on file with the City of Lancaster.
3. CCA/Antelope Valley Fairgrounds Multi-Agency Regional Resiliency Center – Culinary Kitchen [Package C] December 20, 2023, 90% Construction Documents prepared by 19six Architects on file with the City of Lancaster.
C-1
4872-0404-6763v8/022283-0548
EXHIBIT C
SITE MAP
D-1
4872-0404-6763v8/022283-0548
EXHIBIT D
SCHEDULE OF PERFORMANCE
NOTES:
1. Days are calendar days.
2. Authority and City may, by mutual written agreement, amend or modify any item contained herein or the date for performance. The Executive Director of Authority is hereby authorized to approve minor amendments as set forth in this Schedule of Performance on behalf of Authority. The City Manager of City is hereby authorized to approve minor amendments as set forth in this Schedule of Performance on behalf of City. Any amendments deemed major shall be submitted to the Authority Board of Directors and City Council for consideration.
A. BIDDING
1. Advertise for construction contractor bids. Within two (2) weeks of approval of this Agreement.
2. Bids due. Within five (5) weeks of initial bid
advertisement.
3. Bid award. Within one (1) week of bid due date.
B. CONSTRUCTION CONTRACT
1. Negotiate and finalize California Construction Authority contract with bid awardee.
No later than May 20, 2024
2. Execute construction contract. No later than June 28, 2024
3. Issue notice to proceed. No later than July 5, 2024
C. CONSTRUCTION
1. Groundbreaking. No later than October 31,2024
2. Complete construction. November 30, 2025
3. Project closeout and turnover. January 31, 2026.
E-1
4872-0404-6763v8/022283-0548
EXHIBIT E
BUDGET
Grand Total Estimated Construction Cost $79,980,638
F-1
4872-0404-6763v8/022283-0548
EXHIBIT F
CONSENT
TO JOINT USE AND IRREVOCABLE LICENSE AGREEMENT
This CONSENT TO JOINT USE AND IRREVOCABLE LICENSE AGREEMENT (this "Consent") is made as of __________________, 202_ by the 50th District Agricultural Association, a division of the State of California (the "50th District") with regard to that certain Joint Use and Irrevocable License Agreement (“Agreement”) by and between the CITY OF LANCASTER (“City”) and the ANTELOPE VALLEY FAIRGROUNDS AUTHORITY, a California joint powers authority (“Authority”) dated March 26, 2024.
50th District hereby acknowledges it has reviewed the Agreement and agrees the Authority is authorized to execute and deliver the Agreement and agrees to the terms of the Agreement. In accordance with the foregoing acknowledgment and agreements, 50 th District gives its written approval of and consent to the Authority’s execution of the Agreement and the Authority’s grants of the perpetual irrevocable licenses as set forth in the Agreement. 50th District agrees to be to be bound thereby in the event of a dissolution of the Authority. 50th District further acknowledges and agrees that this Consent fulfills any and all notice or consent obligations imposed by law, regulation, agreement, or otherwise with regard to Authority’s execution of the Agreement.
IN WITNESS WHEREOF, the 50th District has caused this Consent to be executed as of the date first written above.
50th District Agricultural Association, a division of
the State of California
By: