LEASE AGREEMENT BY AND BETWEEN THE CITY OF MARYSVILLE AND E STREET MX CORPORATION FOR
AN OFF-HIGHWAY MOTOCROSS RIDING/RACING FACILITIES WITHIN DECOMMISSIONED WASTEWATER EVAPORATION PONDS APN #020-010-010-000
This Agreement is made and entered into effective June 1, 2024, by the parties and guarantors hereto and is between the City of Marysville, a Municipal corporation and Charter City in the State of California ("Lessor" or "City") and E Street MX, Inc. 8202 Platinum Circle, Smartsville, CA 95977 ('Lessee").
RECITALS
The City owns property previously utilized as wastewater evaporation ponds located within Yuba County.
The City desires to lease to Lessee and the Lessee desire to lease from the City the former wastewater evaporation ponds to Lessee to develop and operate off-highway Motocross riding/racing facilities, said property being depicted more particularly on Exhibit A attached hereto and incorporated herein as if set forth in full (hereinafter the "Property").
In consideration of the mutual covenants herein set forth, the parties agree as follows:
SECTION 1
INCORPORATION OF RECITALS
The foregoing recitals are not merely recitals but are contractual in nature and are incorporated into this Agreement.
SECTION 2
LEASE OF THE PROPERTY TO LESSEE
The City hereby leases to Lessee and Lessee hereby leases from the City the Property subject to the terms and conditions as set forth herein.
SECTION 3
TERM AND AMOUNT OF RENT
This Agreement shall commence effective when signed by both of the parties and by the Guarantors and shall terminate on December 31, 2034.
Lessee shall pay annual rent in advance during the term of this lease as follows:
1 Upon the City's completion of decommission of the evaporation ponds (completed December 31, 2023) the Lessee will pay the sum of $10,000 annually, in advance, commencing January 1, 2022 and on the 1st January each year thereafter.
b. Lessee shall receive credit against lease payments for the initial cleanup of the property per the following schedule:
Credit for initial
cleanup
06/01/2024-
12/31/2024 N/A
1/1/2025-12/31/2025 (10,000)
1/1/2026-12/31/2026 (10,000)
1/1/2027-12/31/2027 (10,000)
1/1/2028-12/31/2028 (8,000)
1/1/2029-12/31/2029 (7,000)
1/1/2030-12/31/2030 (6,000)
1/1/2031-12/31/2031 (5,000)
1/1/2031-12/31/2032 (3,000)
1/1/2032-12/31/2033
1/1/2033-12/31/2034
SECTION 4
COVENANTS AND OBLIGATIONS OF LESSEE
In addition to other covenants and obligations set forth in this Agreement, Lessee agrees that operations at the Property shall be subject to the following specific covenants and obligations of Lessee:
1. General Public Use.
A. The Lessee shall secure the Property to restrict uninvited use by the general public.
B. Nothing in this Agreement shall restrict Lessee from authorizing use by the general public subject to the terms of this Agreement.
C. Lessee may charge members of the public for use of the off-highway Motocross riding/racing facilities.
Hours of Operation. All operations at the Property shall take place as follows:
A. Practice and race hours are limited to 9:00 a.m. and 5:00 p.m. Overnight camping/RV Parking is acceptable, however operation of off-highway vehicles is prohibited outside of practice/race hours.
2 Lessee's Responsibilities Concerning Facilities:
A. Lessee will be responsible for paying for and having available to the Property during facility use, the following:
a. Portable restroom facilities.
b. Solid Waste Disposal (garbage services).
B. In addition to "A" above, Lessee shall be responsible for paying for and installing (as applicable) the following:
a. Electrical Meter, light and power at the Property.
b. Electrical Meter and pump for irrigation water.
C. Potable Water (California Water Service).
Lessee shall be solely responsible for maintaining the Property, including, but not limited to, all dust control, mowing, lighting, lawn maintenance, daily trash pick-up, track preparation, daily track maintenance and track repairs. Lessee shall always maintain proper crowd control during events and when the Property is open to the public.
C. Lessee shall be responsible for providing and maintaining any structures to be developed in support of the Property such as fencing, starting towers, starting gates, concession stands and so forth at no cost to Lessor.
Lessee, upon expiration or termination of this Lease, whichever comes first, and at Lessee's sole cost and expense, shall return the property to the demised condition in which the Property was assigned at the commencement of the Lease, unless notified in writing by Lessor that the Property may remain in its current condition, or any variation thereof as authorized by Lessor. Any buildings or structures which remain shall become property of the City.
E. Establish, protect, and maintain the following features:
a. Riparian buffer zone in accordance in compliance with all federal, state and local laws, rules and regulations.
b. Maintain buffer areas from seasonal wetlands in compliance with all federal, state and local laws, rules and regulations.
Provide all necessary studies, related information, and fees necessary for the State Reclamation Board permitting and complying with such permits (if applicable).
G. Ensure each user of the Off-highway Motocross riding/racing facilities or legal guardian sign the liability waiver as required by Paragraph 7 below.
H. Ensure each vehicle on the Off-highway Motocross riding/racing facilities has a valid registration and green sticker.
3 1. Have available at the Property enough communication equipment to summon an emergency medical provider.
J. Provide a map to Lessor that shows the riding area/trails vehicle parking and camping areas.
K. Perform all such obligations required of Lessee pursuant to this Agreement.
Compliance with All Laws; Inspection. Lessee shall operate the Off-highway Motocross riding/racing facilities and any related activities, including food and drink sales in compliance with all federal, state and local laws, rules and regulations, including, without limitation, the maintenance of a Lessor business license. In addition, Lessor retains the power to enter into and inspect the Property for any health and safety reason at any time without notice to Lessee and to compel Lessee to remedy any condition of the Property deemed by Lessor, in its sole discretion, to be unreasonably dangerous to any user of the OHV facilities, participant or spectator.
5. Food or Drinks. Lessee may sell food, drinks and/or other merchandise. Lessor reserves the right to prohibit the sale of any item. Merchandise other than food or drink shall be related to OHV activities or equipment. Lessee shall maintain the area where food and/or drinks are sold in a clean and sanitary condition and shall remove or place all trash and garbage in the dumpsters as frequently as may be necessary to prevent nuisance or unsightliness. Any event which includes the sale or consumption of alcohol shall not be held without the issuance of applicable permits.
6. Accounts and Records. Lessee shall at all times keep and maintain, in a form acceptable to Lessor, full and complete records and books of account of the operations of Lessee hereunder, and shall accurately record and preserve the record of all gross receipts, income received and expenses from said operations. Said books and records shall be open to examination by Lessor's Administrative Services Manager or its designee at all reasonable times. Lessor shall give Lessee reasonable notice, not less than seventy-two (72) hours, of its intention to review such accounts and records. Lessee shall provide Lessor with copies of its annual corporate tax returns for verification of annual revenues within thirty (30) days of receiving such returns from the applicable government agencies.
7. Waivers. Lessee shall require all users of the OHV Facilities, or their legal guardians, to sign liability waiver forms in the form attached hereto and incorporated herein by reference as Exhibit" " "Form of Release and Waiver of Liability and Indemnity Agreement." The signed waivers shall be kept on file at the OHV Facilities and Lessor shall have access to them upon request. Lessee shall establish a policy to ensure that the waivers are executed before any user of the Property engages in any activity at the OHV Facilities.
8. Signage. Lessee shall be required to install and maintain signs in compliance with all Lessor ordinances and regulations, throughout the Property at every entrance stating and/or depicting all the following:
A. "Off-highway vehicle use may be hazardous. Your use of protective apparel, skill level, vehicle condition, terrain, weather, common sense and following park rules all affect your safety." B. "Use of alcohol and/or drugs by drivers or passengers is forbidden." 4 "No use of the Off-highway Motocross riding/racing facilities without execution of a waiver."
9. Possessory Interest and Other Taxes. Lessee agrees and understands that this Agreement may create a possessory interest subject to property taxation and that Lessee may be subject to payment of property taxes levied on such interest. Lessee shall pay any and all taxes, assessments and fees levied against the OHV Facilities.
10. Other requirements
1. The Lessee will obtain and comply with a Conditional Use Permit from the County of Yuba as applicable.
2. The applicant shall control dust from all dirt surfaces (including access within the track facility during use by applying water and/or other dust control measures.
3. If the applicant develops lighting associated with the track facility, they shall direct it way from or place it in such a manner that it will not impact residential areas located nearby.
4. The applicant shall provide onsite fire suppression capable of extinguishing trash, wood, paper, liquids, gases, solvents & electrical fires and coordinate events with the Marysville Fire Department prior to scheduling.
Structural developments associated with the off-highway vehicle facilities will be required to meet construction standards for development in a floodway.
6. Lessee agrees to set aside space within its facility for City related advertising to promote the City of Marysville, its merchants, community events/organizations and the downtown area.
Similarly, Lessee agrees to provide a method to promote the City of Marysville, its merchants, community events/organizations and the downtown area on it's website.
SECTION 5
INDEMNITY
1. Indemnity by Lessee. Lessee shall indemnify and hold City, and its representatives officers, directors, employees and agents free and harmless from any and all claims, suits, liens, demands, damages, injuries, liabilities, losses and expenses of any kind (including reasonable attorneys' fees, expert witnesses and costs of investigation with regard to any claim, demand or action) to the extent they arise out of or are in any way connected with the performance of this Agreement by City, its agents, directors or employees or by Lessee, its agents, directors or employees whether such claims, liens, demands, losses or expenses are based upon a contract or upon a claim for personal injury, death, or property damage or upon any other legal or equitable theory whatsoever. Lessee agrees at its own expense and upon written request by City, to defend any claim, suit, action or demand brought against City on any injury, loss, or liability, actual or alleged covered herein. Notwithstanding this defense obligation, Lessee shall not be required to indemnify City from loss or liability to the extent such loss or liability arises from the sole negligence or willful misconduct of City, its agents, directors and employees, at such time that such sole negligence or willful misconduct has been finally determined by a court of competent jurisdiction. Lessee shall provide City with a defense until such determination has been made (i.e., until a court of competent 5 jurisdiction has finally determined that the loss or liability arises from the sole negligence or willful misconduct of City, Lessee shall provide a defense as to such loss or liability). Lessee's obligations of defense and indemnity arise even if the claim is frivolous or lacking in merit. The defense indemnification obligations of this Agreement are undertaken in addition to, and shall in no way be limited by, the insurance obligations contained in this Agreement. The indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Lessee or its agents under workers' compensation acts, disability benefit acts or other employment benefit acts.
Lessee shall pay all costs that may be incurred by the City in enforcing this indemnity, including reasonable attorneys' fees. Lessee's indemnity obligations survive this Agreement.
Lessee's duties to defend is separate and independent of its duty to indemnify. The duty to defend includes claims for which the City may be liable without fault of be strictly liable. The duty to defend applies regardless of whether the issues of negligence, strict liability, fault, default or other obligation on the part of the City has been determined. The duty to defend applies immediately regardless of whether the City has paid any sums or incurred any detriment arising out of or relating (directly or indirectly) to any claims. Notwithstanding the foregoing, the City on behalf of itself reserves the right to assume the defense of any action, arbitration or proceeding against which Lessee may have an obligation to defend pursuant to this Agreement including the right to appoint counsel of its choice, without effecting Lessee's obligation to indemnify for the cost of such defense.
Lessee shall be liable to the City for any loss or damage to City property arising from or in connection with Lessee's performance hereunder.
SECTION 6
INSURANCE
1. Insurance Requirements.
A. Commercial General Liability. During the term of this Agreement, Lessee shall at all times maintain in full force and effect commercial general liability insurance in an amount determined as reasonably necessary from time to time by Northern California Cities Self-Insurance Fund (NCCSIF), a California joint powers agency, or City's subsequent insurance carrier. At the commencement of this Agreement, the commercial general liability insurance shall be $2,000,000 minimum combined single limit and a general aggregate limit of at least $4,000,000. The policy shall cover bodily injury, property damage, personal injury and other covered loss however occurring during the policy term. The coverage shall be primary, and any insurance maintained by City shall be excess insurance only. Such insurance shall contain endorsements: (a) deleting any employee exclusion on personal injury coverage; (b) including employees as additional insureds; (c) deleting any liquor liability exclusion; (d) providing for coverage of employer's automobile non-ownership liability.
The commercial general liability insurance policy shall provide coverage on an "occurrence" basis, including products and complete operations, property damage, bodily injury and personal and advertising injury. If a general aggregate limit applies, the general aggregate limit shall apply separately to this Agreement and the Property.
6 Lessee shall obtain "unintentional error or omission" coverage as part of its commercial general liability policy.
B. Automobile Liability. Lessee shall, during the term of this Agreement maintain coverage for automobile liability using ISO Form CA 00 01 covering any auto (Code 1), hired (Code 8) and non-owned automobiles (Code 9), with limits of no less than $4,000,000 per accident for bodily injury and property damage.
C. Property Insurance. During the term of this Agreement Lessee shall at all times maintain in full force and effect property insurance, special extended coverage or all-risk coverage insurance (including, but not limited to coverage for vandalism and malicious mischief) in the amount of 100% of the full replacement value of all improvements at the Property. Such policy shall contain a replacement cost endorsement and a stipulated amount endorsement. Lessee may maintain the required coverage by means of coverage obtained by City through City's insurance carrier, which may change from time to time, for which Lessee shall reimburse City for coverage required.
D. Workers' Compensation. During the term of this Agreement Lessee shall at all times maintain in full force and effect workers' compensation insurance as required by the laws of the State of California. Lessee may be permissibly self-insured in accordance with applicable law.
E. Forms of Policies; Deductibles. All insurance policies required by this section shall provide for severability of interests; shall provide that an act or omission of one of the named or additional insureds shall not reduce or void coverage to the other named or additional insureds, and shall afford coverage for all claims based on acts, omissions, injury and damage, which claims occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period. All insurance policies required to be carried under this section shall be (a) written by companies rated A-VIl or better in Best's Insurance Guide and authorized to do business in California, and (b) name City, its officers, officials, employees and volunteers as additional insureds. Any deductible amounts in excess of $5,000 under any insurance policies required to be carried by Lessee by this section shall be subject to City's prior written approval. Lessee shall be responsible for any such deductible amount, so that so far as City is concerned, it will be as if the insurance had no deductible.
Each insurance policy required above shall provide that coverage shall not be cancelled, except with no less than thirty (30) days prior notice to City.
Lessee hereby grants to City a waiver of any right to subrogation which any insurer of said Lessee may acquire against City by virtue of the payment of any loss under such insurance. Lessee agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City has received a waiver of subrogation endorsement from the insurer.
City reserves the right to modify these insurance requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances.
City, its officers, officials, employees and volunteers are to be covered as additional insureds on the commercial general liability policy with respect to liability arising out of work or operations performed by or on behalf of the Lessee including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement 7 to the Lessee's insurance (at least as broad as ISO Form CG 20 10 11 85 or both CG 20 10 and CG 20 37 forms if later revisions are used).
For any claims related to this Agreement, Lessee's insurance coverage shall be primary insurance as respect to the City, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by City, its officers, officials, employees or volunteers shall be excess of Lessee's insurance and shall not contribute to it.
F. Insurance Endorsements; Failure to Deliver. Lessee shall furnish City upon execution of this Agreement, and thereafter within 30 days prior to the expiration of each such policy, amendatory endorsements issued by the insurer carrier of each policy of insurance carried hereunder and such policy endorsement to verify the additional insured status of City. The endorsements shall expressly provide that the policy shall not be cancellable or subject to reduction of coverage or otherwise be subject to modification except after 30 days' prior written notice to City. If Lessee shall fail to procure such insurance or deliver such endorsements, City may, at its option, and in addition to City's other remedies in the event of default by Lessee under this Agreement procure the same for the account of Lessee, and the cost thereof shall be paid to City as an additional license fee. Failure to obtain and maintain the required endorsements prior to the commencement of activities shall not waive Lessee's obligation to provide them. City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
G. Schedule of Events - Annual Premium Paid Upfront. Lessee shall provide City and its insurer with a Schedule of Events planned for the Facilities. Said Schedule shall set forth all contemplated events for the following year. Lessee shall pay its annual insurance premium upfront at the commencement of its policy. Thereafter, Lessee shall annually schedule its events (and pay its annual premium upfront at the outset of coverage).
H. Contractors and Subcontractors must have insurance specified in this section. Any Contractor or subcontractor who performs work for Lessee must have the same insurance and coverages required of Lessee as specified in this section. Prior to commencement of any work Lessee shall provide amendatory endorsements showing proof of such coverage by any Contractor or subcontractor of Lessee.
SECTION 7
ALTERNATIONS AND IMPROVEMENTS
Alternations and Improvements. Lessee shall make no alterations of the Property or vegetation or the setbacks from the river (as shown on Exhibit" ") (collectively "Improvements") without the written consent of Lessor. Upon written consent by Lessor, alterations shall be made at the sole expense of Lessee, without cost to Lessor. All improvements not removed pursuant to Section 4, 3.D shall become the property of Lessor.
8 SECTION 8
MISCELLANEOUS PROVISIONS
1. Hazardous Materials. For purposes of this paragraph "Hazardous Materials" shall mean any substances or materials classified as hazardous materials, hazardous substances, hazardous waste or toxic waste under any federal, state or local statute, regulation or ordinance, including by not limited to any petroleum products and agricultural chemicals used as pesticides or herbicides. Lessee shall not, and shall not permit any third party to, transport onto, store on or use on the Property any Hazardous Materials. Lessee shall not itself nor allow any third party to release any Hazardous Materials on any portion of the Property. Lessee, at Lessee's sole expense, shall conduct any and all investigation, clean- up and/or eliminate any and all Hazardous Materials released in violation of this paragraph.
2. Security. Lessee shall provide reasonable security personnel for events at the facility.
Lessee shall consult with the Chief of the Marysville Police Department, or authorized representative, regarding the number of security personnel reasonably necessary for such activity.
3. Additional Obligations of Lessee.
A. Lessee shall keep and maintain a valid business license issued by County during the term of this Agreement. Lessee must secure such permits, variances and licenses as may be necessary or desirable to operate its business as contemplated in this Agreement at its sole expense and obligation.
B. Lessee shall abide by all local ordinances, rules and regulations, and all State laws, pertaining to the operation of the Facility open to members of the public.
C. Access by City. Authorized personnel from City shall have reasonable access to the Facility at all times during the term of this Agreement to ensure compliance with all the provisions of this Agreement. Such access does not provide the right to interfere with the on-going business operations of Lessee.
4. Rent Payable in United States Money. Rent and all other sums payable under this Agreement must be paid in lawful money of the United States of America.
5. No Partnership or Other Legal Entity Formed. By virtue of this Agreement no partnership, joint venture, or other legal entity is formed between the parties and neither becomes the guarantor or obligator of any debt, liability or obligation of the other.
6. Lessee's Employees. No employee, agent, contractor, or other person to the employ of one party shall be deemed to be in the employ of the other party.
7. No Independent Contractor. Neither City, nor Lessee, shall be independent contractors of one another pursuant to the terms of this Agreement.
8. No Liens or Encumbrances.
A. Lessee shall not permit to be enforced against the Property or any part of them, any mechanic's, materialmen's, contractor's or subcontractor's lien arising from any work of improvement, however it may arise. Lessee shall defend and indemnify City against all liability and loss of any type arising out of work performed at the Property by Lessee, together with reasonable attorneys' 9 fees and all costs and expenses incurred by city in negotiation, settling defending or otherwise protecting against such claims in the event of the breach by Lessee of the duty to defend or indemnify City.
B. If Lessee does not protect the Property from a lien or liens as provided in paragraph A, and a final judgment has been rendered against Lessee by a court of competent jurisdiction for the foreclosure for a mechanic's, materialmen's, contractor's or subcontractor's lien claim, and if Lessee fails to stay the execution of the judgment by lawful means or to pay the judgment, City shall have the right, but not the duty, to pay or otherwise discharge, stay, or prevent the execution of any such judgment or lien or both. Lessee shall reimburse City for all sums paid by City under this paragraph, together with all City's reasonable attorneys' fees and costs, plus interest on those sums, fees and costs at the rate of 10% per year from the date of payment until the date of reimbursement.
C. Lessee shall not pledge any or all of this Agreement as collateral for any loan or obligation, nor shall Lessee mortgage any or all of the Property for any purpose.
9. Integrated Agreement; Amendments. This Agreement covers all matters concerning the use and occupancy of the Property by Lessee. All prior understandings, whether written or oral, shall be of no further force or effect. All amendments hereto shall be in writing, signed by both parties.
10. Notices. Notices to either party, and correspondence between them, shall be made by personal delivery, fax, overnight delivery (Federal Express or equivalent), or registered U.S. Mail.
To the extent a time limit is prescribed for the giving of any notice, such notice shall be deemed given:
A. Upon personal delivery.
B. Upon the sending of fax; provided another copy is provided by another method described above on the same day as the fax is sent.
C. At the time shown as the time received by the overnight delivery service or the U.S. Postal Service.
The addresses, phone numbers and fax numbers of the parties are as follows. A party will promptly notify the other in writing of any changes.
City:
City Manager
City of Marysville
526 C Street, P.O. Box 150
Marysville, California 95901
(530) 749-3901
(530) 749-3992 facsimile
10 With a copy to:
Rich, Fuidge, Bordsen & Galyean, Inc.
Attn: Brant J. Bordsen
City Attorney
1129 D Street
Marysville, California 95901
(530) 742-7371
(530) 742-5982 facsimile
Lessee:
E Street MX, LLC
Attn: Jesse Lee James Van Roekel
8202 Platinum Circle
Smartsville, CA 95977
(916) 595-1269
11. Costs and Attorneys' Fees. If either party commences any legal action against the other party arising out of this Agreement or the performance thereof, the prevailing party in such action may recover its reasonable litigation expenses, including court costs, expert witness fees, discovery expenses, and attorneys' fees.
12. Severability. In any case any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, the other provisions shall not be affected and this Agreement shall be construed as if the invalid, illegal, or unenforceable had never been contained herein.
13. Lessor's Nonliability for Loss of Business or Otherwise. If for any reason beyond the control of Lessor, such as earthquake damage, flood water damage, rain, or other calamity or circumstance, it is necessary to close all or part of the OHV Facilities, Lessor shall not be liable for any loss of business of Lessee, any cost profits, or for any other damages.
14. No Compensation for Goodwill or Loss of Profits. Lessee shall be deemed not to have acquired any goodwill in the operation of the concession granted hereby, and Lessee shall not be entitled to recover for the loss of any goodwill or the loss of any profits upon the expiration of this Agreement, or at any other time, nor shall goodwill be considered a factor in any agreement between Lessee and any subsequent Lessee respecting the transfer of equipment, fixtures, or stock in trade either during the term of this Agreement or subsequent thereto.
15. Authority. Each party represents that the person signing this Agreement on its behalf has been duly authorized to do so in accordance with all applicable laws pertaining thereto and that the signature of such person is to be construed as legally binding the party to the terms and conditions of this Agreement.
11 16. Binding on Heirs, Successors, and Assigns. This Agreement, and each term and condition of it, shall be binding on the heirs, successors, and assigns of the parties. Nothing in this subparagraph permits Lessee to assign or sublet all or any rights under this Agreement.
17. Modification; Waiver. Changes or modifications to this Agreement may be made by mutual written agreement of the parties. No change or modification shall be effective unless in a writing executed by the parties. No waiver shall be deemed given unless in writing, and one waiver shall not constitute a subsequent waiver.
18. Provisions are Covenants and Conditions. All provisions, whether covenants or conditions, on the part of Lessee shall be deemed to be both covenants and conditions.
19. Nuisance. Lessee shall not commit or permit the maintenance or commission of any nuisance within the Property.
20. Time is of the Essence. Time is of the essence in performance of this Agreement.
21. No Third Party Beneficiaries. Except as specifically provided in this Agreement, nothing in this Agreement is intended to create any third-party benefit.
22. Right of First Negotiation. In the event the City elects to sell the Property, City shall promptly provide notice to Lessee of such election and the parties agree to negotiate in good faith for a period not to exceed ninety (90) days in an attempt to reach an agreement to sell the Property to Lessee.
If the parties, in good faith negotiations, are unable to reach agreement within ninety (90) days after the date of City's notice to Lessee, then City will be free to enter into an agreement with a third party and shall owe no further obligations to Lessee.
23. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together, when signed by all the parties hereto, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement, effective on the date set forth below.
Date: CITY:
CITY OF MARYSVILLE, a municipal corporation
By:.
→ its Mayor
Attest:
City Clerk
LESSEE:
E STREET MX, LLC
Date: 4/30124 By: _
lesse Van Roekel, its Chief Executive Officer
12 PERSONAL GUARANTY OF AGREEMENT
In consideration of the City of Marysville (the "City") executing and entering into the above agreement with E Street MX Inc. (as "Lessee") the undersigned, Jesse Van Roekel, of 8202 Platinum Circle Smartsville, CA 95977, irrevocably and unconditionally guaranties all the obligations of Lessee under the above Agreement. Jesse Van Roekel specifically agrees that this Guaranty is and shall be an open and continuing guaranty and all obligations and liabilities to which it applies or may apply shall be conclusively presumed to have been created in reliance on this Guaranty and shall continue in full force and effect.
Date:_
1730
Jesse Van Roekel, individually as a Guarantor
13