AGREEMENT TERMINATING SIGN OPERATION AGREEMENT AND
•TRANSFERRING OWNERSHIP OF MONUMENT SIGN
This Agreement Terminating Sign Operation Agreement and Transterring ownership of Monument Sign ("Agreement") is entered into as of March 9, 2023 (Elective Date ), by and between the City of Rialto, a general law city and municipal corporation (City ) and the Rialto Chamber of Commerce ("RCC"). The City and RCO are collectively referred to as the "Parties"
RECITALS
A. The City is the owner in fee of certain real property located in the City of Rialto, County of San Bernardino, described as a raised center median located within the public right of way of Riverside Avenue north of the Union Pacific railroad crossing and south of Rialto Avenue ("City Property").
B. Pursuant to a Memorandum of Understanding ("MOU") between the City, RCC, and the Rialto Downtown Owners Association ("RDOA") dated May 10, 2016, RDOA constructed and installed, at no cost to the City, a monument digital display sign and related appurtenances ("Sign"), upon a portion of the City Property. The MOU is attached hereto as Exhibit 1.
C. Pursuant to the MOU, RDOA donated the Sign to RCC at no cost, and RCC accepted all ownership rights to the Sign. Additionally, the City provided RCC a twenty-year easement over the City Property for purposes of maintaining, operating, and repairing the Sign ("Easement") pursuant to the Grant of Easement D. Pursuant to a Sign Operation Agreement ("Sign Operation Agreement") between the City and RCC dated August 1, 2016, the RCC agreed to operate, maintain, and repair the Sign.
E. The RCC and City now wish to terminate the Sign Operation Agreement, terminate the Easement, and RCC wishes to transfer all ownership rights in the Sign to the City.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises made and recited herein, the Parties do hereby enter into this First Amendment which modifies and amends the Agreement as follows:
Correct and are is orated eregre RECITALS. The Parties agree that the Recitals set forth above are true and SIGN OPERATION AGREEMENT. The Parties agree that the Sign Operation Agreement is terminated as of the Effective Date of this Agreement. 62-2697-42211
C11869106
3:* OWNERSHIP OF THE SIGN. RCC hereby transfers, and the City hereby accepts, all rights, title, and ownership in the Sign.
4. TERMINATION OF EASEMENT. The Parties agree that, as of the Effective Date, the Easement granted to the RCC by the City is terminated. In conjunction with the execution of this Agreement, RCC shall execute the Quitclaim Deed and Termination of Grant of Easement Deed attached hereto as Exhibit C.
5. GENERAL PROVISIONS.
5.1 Integration. This Agreement constitutes the entire understanding and agreement of the Parties and supersedes all negotiations or previous agreements between the Parties with respect to all or any part of the transaction discussed in this Agreement.
5.2 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement of the Agreement on the date and year first written above.
CITY OF RIALTO
Arron Brown
Acting City Manager
ATTEST:
Barbara McGee
City Clerk
APPROVED AS TO FORM:
Eric S. Vail
City Attorney
4862-2697-4221v3
SCI18691061
CALIFORNIA ALL-PURPOSE CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of San Bernardino
On March 9, 2023 NORMA POU
before me, , Notary Public,
(Here insert name and title of the officer)
personally appeared ARRON BROWN
who 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. NORMA POU
Notary Public - California
San Bernardino County
Commission # 2418345
Лита aul.
My Comm. Expires Sep 25, 2026
(Notary Seal)
Signaturg of Notary Public
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exactly as DESCRIPTION OF THE ATTACHED DOCUMENT appears above in the notary section or a separate acknowledgment form must be properly completed and attached to that document. The only exception is if a Agreement Terminating Sign Operation Agreement and document is to be recorded outside of California. In such instances, any alternative acknowledgment verbiage as may be printed on such a document so long as the (Title or description of attached document)
verbiage does not require the notary to do something that is illegal for a notary in Transferring Ownership of Monument Sign California (i.e. certifying the authorized capacity of the signer). Please check the (Title or description of attached document continued) document carefully for proper notarial wording and attach this form if required. • State and County information must be the State and County where the document Number of Pages Document Date signers) personally appeared before the notary public for acknowledgment. • Date of notarization must be the date that the signer(s) personally appcared which must also be the same date the acknowledgment is completed (Additional information) • The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title (notary public). • Print the names) of document signers) who personally appear at the time of CAPACITY CLAIMED BY THE SIGNER • Indicate the correct singular or plural forms by crossing off incorrect forms (i.e. • Individual (s) he/she/they, is /are) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. • Corporate Officer • The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudges, re-seal if a (Title) sufficient area permits, otherwise complete a different acknowledgment form. • Partners) • Signature of the notary public must match the signature on file with the office of the county clerk.
• Attorney-in-Fact Additional information is not required but could help to ensure this • Trustee(s) acknowledgment is not misused or attached to a different document. • Other • Indicate title or type of attached document, number of pages and date. * Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title (i.e. CEO, CFO, Secretary). • Securely attach this document to the signed document
C 2004-2015 ProLink Signing Service, Inc. - All Rights Reserved www.TheProLink.com - Nationwide Notary Service RIALTO CHAMBER OF COMMERCE:
Date: 3/9/2023 By: _ Chuat In Baak
Christian m Bedke
Its: Presdent
Dato: 319/2023 oy Susan K Bedke
Susan K Beake
Its: Board Member
4862-2697-4221v3
SC118691061
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of San Bernardino
on March 9,2023 before me, - Norma Pou
Date Here Insert Name and Title of the Officer
personally appeared Christian M. Bedke and Susan K. Bedke.
Name(s) of Signers)
who 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.
NORMA POU WITNESS my hand and official seal.
lotary Public - Calfforml
ban Bernardino County Toes.
Commission # 2418345
My Comm. Expires Sep 25, 2026 Signature
signature of Notary Public
Place Notary Seal Above
- OPTIONAL -
Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signers) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
• Corporate Officer - Title(s): ] Corporate Officer - Title(s):
• Partner - • Limited • General ] Partner - • Limited • General • Individual J Attorney in Fact Individual • Attorney in Fact • Trustee • Guardian or Conservator 1 Trustee • Guardian or Conservator • Other: ] Other:
Signer Is Representing: Signer Is Representing:
©2016 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907
MEMORANDUM OF UNDERSTANDING
4862-2697-4221v3
SC\18691061
MEMORANDUM OF UNDERSTANDING CITY OF RIALTO
AMONG THE CITY OF RIALTO,
THE RIALTO DOWNTOWN OWNERS ASSOCIATHNUL 13 PM 4: 16
AND THE RIALTO CHAMBER OF COMMERCE RECEIVED
REGARDING THE MONUMENT SIGN CITY CLERK
LOCATED IN THE RIALTO DOWNTOWN AREA
THIS MEMORANDUM OF UNDERSTANDING ("Agreement") is made this 10th day or May, <016 by and among the CITY OF RIALTO, a general law city and municipal corporation ("City"), the RIALTO DOWNTOWN OWNERS ASSOCIATION, a California corporation ("RDOA"), and the RIALTO CHAMBER OF COMMERCE, a California corporation ("RCC").
The City, RDOA, and RCC are sometimes referred to herein, individually as "Party" and collectively, as the "Parties".
RECITALS
A. The City of Rialto is a general law city and municipal corporation.
RDOA is formed under Section 36614.5 of the Streets and Highway Code and is a business league, as described in 26 U.S.C. Section 501(c)(6).
RCC is formed under Section 7110 et seg. of the Corporations Code and is a business league, as described in 26 U.S.C. Section 510(c)(6).
The City is the owner in fee of certain real property located in the City of Rialto, County of San Bernardino, described as a raised center median located within the public right of way of Riverside Avenue north of the Union Pacific railroad crossing and south of Rialto Avenue ("City Property").
The City shall provide an a temporary construction easement to permit RDOA to construct and install, at no cost to the City, a monument digital display sign and related appurtenances, as further detailed in Exhibit A attached hereto and incorporated herein by this reference ("Sign"), upon a portion of the City Property, as depicted in Exhibit B attached hereto and incorporated herein by this reference ("Site").
The Sign shall be a street-oriented static digital display erected for the purpose of promoting the businesses, commercial goods, and services located within the City of Rialto, including the downtown area, and community and civic events and programs.
G. Upon completion of the Sign, the temporary construction easement shall terminate and RDOA shall donate the Sign to RCC at no cost. Upon acceptance of the Sign by RCC, RDOA shall relinquish all ownership rights to the Sign and be relieved of any further cost, liability or responsibility of operating or maintaining the Sign pursuant to this Agreement. casement on the son aneral of the Sia pec, the real provide ReC wil requir RCC to operate, maintain, and repair the Sign and the Site. 01180.0005/290473.2 1
This Agreement memorializes the Parties' understanding and shall be used to draft a formal agreement relating to the future operation, maintenance, and repair of the Sign.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Effective Date.
This Agreement shall be effective on the date that all Parties have executed the Agreement (the "Effective Date").
Temporary Construction Easement.
2.1 Grant of Construction Easement.
The City shall grant to RDOA a temporary construction easement permitting RDOA to construct the sign on the Site ("Construction Easement"), as provided in the temporary construction easement agreement attached hereto as Exhibit C and incorporated herein by this reference ("Construction Easement Agreement") and subject to all terms and conditions of approval imposed and required by the City's Development Review Committee ("DRC").
2.2 Term of Construction Easement.
As more particularly described in the Construction Easement Agreement, the Construction asement shall commence upon approval by the DRC of all plans and specifications of the Sig nd shall be valid for a period of one (1) year, unless otherwise terminated or extended by the Cit in its sole and absolute discretion, as provided in the Construction Easement Agreement.
3. Completion and Transfer of Sign.
Upon the completion of the Sign in accordance with the terms of the Construction Easement Agreement and the DRC, RDOA shall transfer the Sign and all ownership rights thereto to RCC, which shall accept the Sign. Upon the acceptance of the Sign by RCC, the Construction Easement Agreement shall terminate. The City shall then grant to RCC a twenty-year easement, as provided in Section 4 below, for the Sign to be located at the Site and shall enter into a sign operation agreement with RCC.
4. Sign Easement and Operation.
4.1 Grant of Easement.
The City shall grant to RCC an easement in gross to operate, maintain, and repair its Sign on the Site ("Easement'"), as provided in the easement agreement attached hereto as Exhibit D and conditions of approval imposed and required by the DRC. 01180.0005/290473.2 2
4.2 Term of Easement.
As more particularly described in the Easement Agreement, the Easement shall commence upon the date RDOA conveys ownership of the Sign to RCC and shall be valid for a period of twenty (20) years, unless otherwise terminated or extended by the City in its sole and absolute discretion, as provided in the Easement Agreement.
4.3 Sign Operation.
The terms and conditions of the operation, maintenance, and repair of the Sign are more particularly described in the sign operation agreement between the City and RCC attached hereto as Exhibit E and incorporated herein by this reference ("Sign Operation Agreement").
5. Covenants.
5.1 In General.
RDOA hereby agree to construct the Sign in accordance with the Plans and Specifications approved by the DRC and Chapter 18.102 of the Rialto Municipal Code, as amended from time to time, and upon completion of the Sign, to transfer the Sign and all ownership rights thereto to RCC.
RCC hereby agrees to maintain the Sign in accordance with the Easement Agreement, the Sign Operation Agreement, and Chapter 18.102 of the Rialto Municipal Code, as amended from time to time.
5.2 Covenants Running with the Land.
The covenants and restrictions set forth in this Agreement: (a) are made for the direct benefit of the Site; (b) will constitute covenants running with the land and equitable servitudes; (c) will bind RCC and every person having any fee, leasehold or other interest in any portion of the Site at any time or from time to time; and (d) will inure to the benefit of the City and every person having any fee, leasehold or other interest in the Site at any time or from time to time.
Indemnity.
City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to RCC or RDOA or any other person for, and RCC hereby agree to indemnify and defend the Indemnitees against and to hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (collectively "Claims") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the location, construction, or maintenance of the Sign, but excluding such Claims arising from the sole negligence or willful misconduct of the Indemnitees. In connection herewith and in accordance with their respective responsibility: (a) RCC will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) RCC will promptly pay any judgment rendered against the Indemnitees for any such claims or liabilities and 01180.0005/290473.2 3
RCC agrees to save and hold the Indemnitees harmless therefrom; (c) in the event the Indemnitees are made a party to any action or proceeding filed or prosecuted against RCC for such damages or other claims arising out of the location, construction, maintenance, relocation or removal of the Sign, KCC agree to pay the Indemnitees any and all costs and expenses incurred by the Indemnitees in such action or proceeding, including, but not limited to, legal costs and attorneys' fees. The indemnity as set forth herein shall survive the termination of this Agreement and is in addition to any rights which the City may have under the law. This indemnity is effective without reference to the existence of any insurance coverages which may have been required under this Agreement
7. Notices.
Any notice, demand, request, document, consent, approval, or communication any Party desires or is required to give to the other Parties or any other person shall be in writing and either served personally or sent prepaid, first-class mail to the addresses listed below:
to City: City of Rialto
Attn: City Administrator
150 S. Palm Ave.
Rialto, CA 92376
fax: (909) 820-2527
to RCC: Rialto Chamber of Commerce
Attn: Executive Director
120N. Riverside Avenue
Rialto, CA 92376
fax: (909) 875-6790
to RDOA: Rialto Downtown Owners Association
Attn: Kenneth Shattuck
149 West Rialto Ave.
Rialto, CA 92376
fax: (909) 421-8452
Any Party may change its address by notifying the other Parties of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy- two (72) hours from the time of mailing if mailed pursuant to this Section 7.
8. Attorneys' Fees.
In any action between the Parties hereto seeking enforcement of this Agreement, the prevailing Party in such action shall be entitled to have and to recover from the other Party its reasonable attorneys' fees and other reasonable expenses in connection with such action or proceeding in addition to its recoverable court costs.
01180.0005/290473.2 4
Amendment or Modification.
This Agreement may not be modified or amended except by written agreement executed by the Parties, or their respective successors or assigns. •
10. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
11. Non-liability of City Officials.
No officer, official, member, employee, agent, or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon hall be personally enforced against any such officer, official, member, employee, agent, or representative
12. Waiver.
Failure of a Party to insist upon the strict performance of any of the provisions of this Agreement by any other Party, or the failure by a Party to exercise its rights upon the default of any other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.
13. Severability.
The invalidity or unenforceability of any provision of this Agreement with respect to a particular Party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof or the same provision when applied to another Party or to a different set of circumstances.
14. Entire Agreement.
The undersigned declares and represents that no promise, inducement, or agreement not herein expressed, has been made to the undersigned and that this Agreement contains the entire agreement between the Parties hereto and that the terms of this Agreement are contractual and not a mere recital.
15. Authority to Bind.
The person(s) executing this Agreement on behalf of each of the Parties hereto represent and warrant that (i) such Party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (il) by so executing this Agreement such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such Party is bound.
01180.0005/290473.2 5
16. Counterparts.
This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same affect as if all of the Parties had executed the same instrument
[Signatures on Following Page]
01180.0005/290473.2
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above.
CITY:
CITY OF RIALTO,
a municipal corporation
Michael E. Story/ City Administratc
ATTEST:
Barbara McGee, City Clerk
APPROVED AS TO FORM:
Aleshire & Wynder,
Fred Galante, City Attorney
RCC:
RIALTO CHAMBER OF COMMERCE
a California corporation
By:
Edward J. Carrillo, President
RDOA:
RIALTO DOWNTOWN OWNERS
ASSOCIATION
a California corporation
By:/
Kenneth Shattuck, Its _AeriNG
PRESIDENT
01180.0005/290473.2 7
EXHIBIT A
MONUMENT SIGN
728)
WELCOME TO RIALTO
Madel PC. 16-IGB E-P.5.02. 17770 pozat
Doploy Are 8-118311.91
Cartol
wn cap pained Sertem Doe
Acarium bose pointed lander falo Gers
OMPAS meson taste fried
not gronic rule Popter propel in
FRONT VIEW IDE VITE
01/80.0005/290473.2 1
Exhibit A
EXHIBIT B
DESCRIPTION OF SITE
The "Site" as defined in the Agreement shall be a strip of land approximately 2 feet deep and 14 et wide located within the raised center median within Riverside Avenue, approximately 19 fe orth of the southernmost curb face of median, which is located approximately 200 lineal fer north of the Union Pacific railroad crossing, as depicted below:
SITE
30 - B
Usting Trees
Lastiap Chy
Diredienn! Sigr
S. Riverside Ave.
g'.ID
19. 0 Cert
Cut
ORTA
SCALE: 1/8 = 1'-0
HOT TO SCALE
01180.0005/290473.2 Page 1
Exhibit B
EXHIBIT C
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO
City of Rialto
150 South Palm Avenue
Rialto, CA 92376
Attn: City Administrator
FREE RECORDING REQUESTED PURSUANT
TO GOVERNMENT CODE §§ 6103 AND 27383
TEMPORARY CONSTRUCTION EASEMENT CONFERRING
PERMISSION TO ENTER INTO AND UPON CITY PROPERTY
This TEMPORARY CONSTRUCTION EASEMENT AGREEMENT ("Construction Easement Agreement") is effective as of 2016 and entered into by and between the RIALTO DOWNTOWN OWNERS ASSOCIATION, (the "Grantee"), a California corporation, whose address is 149 West Rialto Avenue, Rialto, CA 92376, and the CITY OF RIALTO ("City"), a municipal corporation, whose address is 150 South Palm Avenue, Rialto, CA 92376. The City and the Grantee are sometimes hereinafter referred to individually as a "Party" and collectively as "Parties".
RECITALS
The City is the owner in fee of certain real property located in the City of Rialto, county of San Bernardino, described as a raised center median located within the public right of way of Riverside Avenue north of the Union Pacific railroad crossing and south of Rialto Avenue ("City Property").
B. Grantee desires to construct the following private improvement on a portion of City Property: a monument digital display sign and related appurtenances, as further detailed in Attachment 1 attached hereto and incorporated by this reference ("Sign"). The Sign shall be located upon a portion of the City Property, as depicted in Attachment 2 attached hereto and incorporated herein by this reference ("Site").
C. As provided in the Memorandum of Understanding among the City, Grantee, and the Rialto Chamber of Commerce dated , 2016 ("MOU), which is incorporated herein by this reference, the City has agreed to grant Grantee a temporary construction easement to establish entry to and upon a portion of the City Property to construct the Sign in accordance with all applicable laws, ordinances, and regulations of any governmental body applicable thereto.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
01180.0005/2904732
Exhibit C - Construction Easement Agreement
TEMPORARY CONSTRUCTION EASEMENT
(a) Permission for Entry. The City by this instrument grants to Grantee, and to Grantee's agents, permittees, and employees, including Grantee's contractors, the temporary right, privilege, and permission to enter into and be upon the City Property for the sole and exclusive purpose of constructing and installing the Sign on the Site ("Construction Easement"). The scope of work ("Work") to be performed on the City Property will include, but may not be limited to, construction/installation of the Sign in accordance with the MOU, plans and specifications approved by the City's Development Review Committee ("DRC"), and all applicable laws, ordinances, and regulations of any governmental body applicable thereto. In connection with construction/installation of the Sign, the City hereby agrees that Grantee and its agents may bring onto the City Property such equipment as may be reasonably necessary to construct the Sign. (b) Location of Work; Fencing. Attachment 2 is a map showing the general area of the Site on the portion of City Property upon which the Sign will be located. The portion of the City Property onto which Grantee will enter to construct/install the Sigu is depicted in the square area outlined in red on Attachment 2 ("Work Area"). Grantee may erect a temporary fence around the perimeter of the Work Area as necessary or warranted by the work to be performed. (c) Hours of Construction. Unless other mutually agreed upon arrangements are made, Grantee and its agents, permittees, employees and contractors shall perform the Work between 8 a.m, and 5 p.m., Monday to Friday.
TERM
Time is of the essence for the Grantee's contractor, weather permitting, to complete the Work after the Grantee is issued a notice to proceed. Unless extended by mutual agreement, the Construction Easement shall expire upon recordation of the Notice of Completion for the Sign by Grantee or within one (1) year from the effective date of this Construction Easement Agreement, whichever is earlier. The obligations set out in Section 3 and Section 6 shall survive the expiration or termination of this Construction Easement Agreement.
INDEMNITY
Grantee shall exercise the privilege granted in this instrument at Grantee's sole and exclusive risk. Grantee hereby agrees to hold the City, and its agents, employees, officials, and representatives (collectively, "City Parties") harmless from any injury or damage suffered by Grantee, its agents, permittees, employees, or contractors on account of the exercise of such privilege. Grantee further agrees to indemnify and defend the City Parties against any and all liability for damages and expenses resulting from, arising out of, or in any way connected with, the exercise of this privilege by Grantee, its agents, permittees, employees, or contractors; provided, however, that if the City fails to provide access for repairs under Section 6, the indemnity herein is waived. Grantee further agrees to warrant that the Work will be done in a workmanlike manner and to the standards described in the construction documents. The standard of performance for labor and materials will be secured by a performance bond. If requested by the City, the Grantee will provide copies of the performance bond and the contractor's insurance certificates to the City, prior to the commencement of Work. 01180.0005/2904732 Page 2
Exhibit C - Construction Easement Agreement
4. RESTORATION OF PROPERTY
At the conclusion of the performance on the Work Area, Grantee shall, at its own expense, remove any equipment and excess materials from the City Property and restore the City Property, to the extent reasonably possible, and to the City's reasonable satisfaction, to its original condition at the beginning of the Work. Grantee will secure photo documentation of the potentially impacted areas prior to the beginning of Work. The City will identify any areas of special concern prior to the beginning of Work, so that the appropriate standard of care can be taken to protect, preserve or restore these areas.
TERMINATION
The City acknowledges that Grantee is entering into a contract with a contractor to complete the Work, and that the Construction Easement is required in order to complete the same.
The City agrees not to terminate the Construction Easement for any reason, unless Grantee is in breach of this Construction Easement Agreement. The City may terminate the Construction Easement if Grantee is in breach of any provision of this Construction Easement Agreement and has failed to correct the breach within fifteen (15) days after written notice from the City.
6. WARRANTY
Notwithstanding any other provision contained herein, Grantee warrants and represents that it will, for a period of one (1) year following recordation of a Notice of Completion, repair the work performed on the City Property to the same reasonable condition as existed on the date of such recordation at Grantee's sole cost and expense. The City agrees to allow Grantee to enter City Property for the sole purpose of performing such warranty work as necessary or desired.
Grantee shall contact the City in advance of the desired date and time of the entry onto the City Property. The City shall give written approval, not to be unreasonably withheld, of the repair work. Any repair work shall be performed between 8 a.m. and 5 p.m., Monday through Friday.
At the conclusion of any repair work, Grantee shall restore the City Property to the condition prior to the repair work. If the City fails to give written approval of the repair work, the City waives any potential indemnification by Grantee.
7. MISCELLANEOUS
(a) Limitations. The City does not hereby convey to Grantee any right, title, or interest in or to the City Property, but merely grants the specific rights and privileges set forth herein.
(b) Notices. Communication regarding day to day logistics pertaining to the Work shall be handled informally between the City and the Grantee's construction manager. This informal communication may take place in person, by phone or by email. The Parties may proceed with more formal communication as follows: whenever any notice, demand, or request is delivered under or in connection with this Construction Easement Agreement, such notice, demand, or request shall be in writing and shall be delivered by hand; registered or certified mail, postage prepaid, return receipt requested; or nationally recognized commercial courier for next business day delivery, to the addresses set forth above in the first paragraph of this Construction Easement Agreement or to such other addresses as are specified by written notice given in 01180.0005/290473.2 Page 3
Exhibit C - Construction Easement Agreement
accordance herewith. All notices, demands, or requests delivered by hand shall be deemed given upon the date so delivered; those given by mailing as hereinabove provided shall be deemed given on the date of deposit in the United States Mail; those given by commercial courier as hereinabove provided shall be deemed given on the date that is one (1) day after deposit with the commercial courier. Any notice, demand, or request not received because of changed address of which no notice was given as hereinabove provided or because of refusal to accept delivery shall be deemed received by the Party to whom addressed on the date of hand delivery, on the date of facsimile transmittal, on the first calendar day after deposit with commercial courier, or on the third calendar day following deposit in the United States Mail, as the case may be. (c) Governing Law. This Construction Easement Agreement shall be construed, enforced and interpreted in accordance with the laws of the State of California, excluding California's choice of law rules. Venue for any lawsuit regarding this Easement shall be in San Bernardino County.
(d) Counterparts. This Construction Easement Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
(e) Compliance with Law. All of the work shall be performed in compliance with applicable law.
(t) Waiver. The waiver by either Party of any term, covenant, agreement, or condition contained in this Construction Easement Agreement shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, agreement, or condition contained in this Construction Easement Agreement. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Construction Easement Agreement shall be effective unless it is in writing and signed by the Party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. (g) Entire Agreement. This Construction Easement Agreement is the entire agreement between the Parties concerning the temporary construction easement for the Sign on he Site and supersedes any prior agreements, representations, negotiations, or correspondence etween the Parties, except as expressed in this Construction Easement Agreement. Except as otherwise provided in this Construction Easement Agreement, no subsequent change or addition Paris Construction Basement Agreement shall be binding unless in witing and signed by the (h) Recordation. The signatures below shall be notarized and this Construction Easement Agreement shall be recorded with the Office of the County of San Bernardino Recorder. 01180.0005/2904732 Page 4
Exhibit C- Construction Easement Agreement
IN WITNESS WHEREOF, the Parties have executed this Construction Easement Agreement on the Effective Date.
CITY:
CITY OF RIALTO,
a municipal corporation
Michael E. Story, City Administrator
ATTEST:
Barbara McGee, City Clerk
APPROVED AS TO FORM:
Aleshire & Wynder, LLP
Fred Galante, City Attorney
GRANTEE:
RIALTO DOWNTOWN OWNERS
ASSOCIATION
a California corporation
By:
Kenneth Shattuck, Its
01180.0005/290473.2 Page 5
Exhibit C- Construction Easement Agreement
Attachment 1
MONUMENT SIGN
1-Cim
WELCOME TO RIALTO
hold CV-16-858-L-1-5-08, 17720 peel
80: 274 Peel Mora
Depion Are 8-2-38 11 9 118"
Ah marms ben pained Benders FoieGras
FRONT VIEW
01180.0005/290473.2 Page 6
Exhibit C - Construction Easement Agreement
Attachment 2
DESCRIPTION OF SITE
The "Site" as defined in the Agreement shall be a strip of land approximately 2 feet deep and 14 feet wide located within the raised center median within Riverside Avenue, approximately 19 feet north of the southernmost curb face of median, which is located approximately 200 lineal feet north of the Union Pacific railroad crossing, as depicted below SITE
30 - 0°
viting Trees
Eisting Cey
Diractional 5.gr
S. Riverside Ave.
SITE
8.10 19. 0 (urb
SCALE: 1/5 - 1-0
HOL TO SCALE
01180.0005/290473.2 Page 7
Exhibit C - Construction Easement Agreement
EXHIBIT D
RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO
City of Rialto
150 South Palm Avenue
Rialto, CA 92376
Attn: City Administrator
-
FREE RECORDING REQUESTED PURSUANT
TO GOVERNMENT CODE §$ 6103 and 27383
GRANT OF EASEMENT DEED
THIS EASEMENT DEED (this "Easement Deed") is made as of this day of 2016, by the CITY OF RIALTO, a California municipal corporation ("Grantor"), to and for the benefit of the RIALTO CHAMBER OF COMMERCE, a California corporation ("Grantee").
Grant of Easement. Grantor is the owner in fee of certain real property located in the City of Rialto, County of San Bernardino, described as a raised center median located within the public right of way of Riverside Avenue north of the Union Pacific railroad crossing and south of Rialto Avenue ("City Property").
2. Pursuant to a Memorandum of Understanding among the City, Grantee, and the Rialto Chamber of Commerce dated , 2016, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Grantor hereby grants to Grantee, and to its successors and assigns, a non-exclusive easement in gross over, under, and across a portion of the City Property depicted as the "Site" in Attachment 1, attached hereto and incorporated by this reference ("Easement Area"), for purposes of maintaining a monument digital display sign and related appurtenances, as further detailed in Attachment 2 attached hereto and incorporated by this reference ("Sign"), all in conformity with applicable laws, rules, regulations and ordinances relating to the operation, maintenance, and repair of such Sign ("Easement").
3. Benefit of Easement. The Easement granted hereby is for the benefit of Grantee and its successors and assigns.
4. Grantee Responsible for Costs of Easement: Grantee shall be solely responsible for all costs related to the operation, maintenance, and repair of the Sign and Easement Area and all other obligations of Grantee contemplated by this Easement.
Duration of Easement. The Easement shall continue for twenty (20) years or so 01180.0005/290473.2 Page 1
Exhibit D - Easement Agreement
6. Indemnification by Grantee. Grantee covenants and agrees that it shall indemnify, detend, protect and hold harmless Grantor, its officers, directors, members, agents and/or employees from and against any and all liability, loss or damage to which Grantor, its officers, directors, members, agents and/or employees may be subjected to as the result of the rights granted herein or the existence or presence of the structures and improvements covered and/or contemplated by this Easement Deed or any act or omission by Grantee, its officers, members, agents or employees arising out of the exercise by Grantee, its officer, members, agents or employees of any of the rights granted to Grantee by this Easement Deed.
Compliance with Laws. Grantee covenants and agrees that it shall at all times maintain, use, repair, and operate the Sign in compliance with any and all applicable federal, state, or local laws, regulations, codes, ordinances, standards, decisions of the courts, permits or permit conditions.
8. Successors and Assigns. All rights, obligations and liabilities herein given to or imposed upon any party hereto shall extend to the permitted successors and assigns of any such party.
IN WITNESS WHEREOF, Grantor has caused this Easement Deed to be executed as of the day and year first above written.
GRANTOR:
CITY OF RIALTO,
a municipal corporation
Michael E. Story, City Administrator
01180.0005/2904732 Page 2
Exhibit D - Easement Agreement
Attachment 1
DESCRIPTION OF SITE
The "Site" as defined in the Agreement shall be a strip of land approximately 2 feet deep and 14 feet wide located within the raised center median within Riverside Avenue, approximately 19 feet north of the southernmost curb face of median, which is located approximately 200 lineal feet north of the Union Pacific railroad crossing, as depicted below:
SITE
30 - 0°
visting treas
Existing Cly
Directione! Sige
S. Riverside Ave.
8'- 10 E. 10
Curb
SCALE 1/5 - 1.01
HOLIO SCALE
01180.0005/290473.2 Page 3
Exhibit D - Easement Agreement
Attachment 2
MONUMENT SIGN
1r bee,
1-TX
WELCOME TO RIALTO and to (hard lad
Weird # CF 16 AGB ( P.5-09. 17728 pessis
80, 124 Pa: Mate
Monican ep zointel Wordser Deanel
Агито 9AР4131752 med Repc fe1
Minime lose petrol Monkers Fele Goes
#UP2165, conduc here frish
FRONT VIEW
2 8 0...
01180.0005/290473.2 Page 4
Exhibit D - Easement Agreement
EXHIBIT E
SIGN OPERATION AGREEMENT
THIS SIGN OPERATION Agreement ("Agreement) is made this day of 201_ by and between the CITY OF RIALTO, a general law city and municipal corporation ("City"), and the RIALTO CHAMBER OF COMMERCE, a California corporation ("RCC"). The City and RCC are sometimes referred to herein, individually as "Party" and collectively, as the "Parties".
RECITALS
The City is the owner in fee of certain real property located in the City of Rialto, Way ny of said Avenue described union Pad catiod rosing and sout of Rate Avenue ("City Property").
B. Pursuant to a Memorandum of Understanding (MOU") between the City, RCC, and the Rialto Downtown Owners Association ("RDOA") dated _ 2016, RDOA constructed and installed, at no cost to the City, a monument digital display sign and related appurtenances, as further detailed in Attachment 1 attached hereto and incorporated by this reference ("Sign"), upon a portion of the City Property, as depicted in Attachment 2 attached hereto and incorporated herein by this reference ("Site").
C. The Sign is a street-oriented static digital display erected for the purpose of promoting the businesses, commercial goods, and services located within the City of Rialto, including the downtown area, and community and civic events and programs.
Pursuant to the MOU, RDOA donated the Sign to RCC at no cost, and RCC accepted all ownership rights to the Sign. Additionally, the City has provided RCC a twenty-year easement in gross to the Site for purposes of maintaining, operating, and repairing the Sign ("Easement").
E. Pursuant to the MOU, the City and RCC agree to enter into this Agreement requiring RCC to operate, maintain, and repair the Sign and the Site.
AGREEMENT
•
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. Effective Date: Term.
This Agreement shall be effective on the date that all Parties have executed the Agreement (the "Effective Date") and shall automatically terminate twenty (20) years from said Effective Date, unless extended by mutual written consent of the Parties or terminated earlier, as provided in Section 5 of this Agreement.
01180.0005/290473.2 Page 1
Exhibit E - Sign Operation Agreement
2. Advertising Standards.
2.1 Permitted Advertisements; Public Service Announcements.
Subject to limitations contained in Section 2.2, RCC shall be permitted to display the following advertisements on the Sign, as determined by RCC's sole and absolute discretion: (i) general advertisements of businesses that have valid business licenses and that are located and actively doing business within City limits; (i) various commercial products, goods, and services located or provided within City limits; and (ii) public service announcements. design criteria for the announcements it will place on the Sign on its own behalf.
2.2 Prohibited Advertisements.
The Sign shall not promote or advertise marijuana products, illicit drugs, or sexually explicit materials or images. The City Administrator or his/her designee shall be solely responsible for the reasonable interpretation of this section.
2.3 Record of Advertisements.
RCC shall maintain, or cause to be maintained, a record of all advertisement, public service announcements, and other displays and the times they appear on the Sign. RCC shall provide to the City, on an annual basis by January 30 or within fifteen (15) days of written request, a report listing the advertisements, public service announcements, and displays and the times they appeared Costs; Maintenance; Non-Use.
3.1 Taxes, Insurance, Utilities, and Other Charges.
RCC shall pay all taxes, insurance, utilities, and other charges associated with the operation, maintenance, and repair of the Sign.
3.2 Sigu Maintenance
RCC shall maintain the sign in good working order, condition, and appearance. The Sign shall be maintained in a structurally sound and operational condition, including all lighting and electrical systems. The appearance of the Sign shall be maintained in good condition and repair, including but not limited to, free of corrosion, rust, cracks, tears, and chipped or peeling paint.
Upon notice by the City that the Sign is dangerous, defective, unsightly, or otherwise in violation of this section, RCC shall, within thirty (30) days of such notice, take all necessary actions to maintain or repair the Sign to bring it into good working order, condition, and appearance. Non-compliance with the notice shall constitute a nuisance, which may be abated in accordance with the Rialto Municipal Code.
01180.0005/290473.2 Page 2
Exhibit E - Sign Operation Agreement
3.3 Compliance with all Laws.
RCC shall operate, maintain, and repair the Sign in compliance with all applicable laws, regulations, permits, and approvals, including without limitation, the plans and specifications of the Sign approved by the City's Development Review Committee, all provisions of the Rialto Municipal Code, including Chapter 18.102 thereof, the California Business and Professions Code, and the Vehicle Code.
3.4 Third Party Sign Operator
RCC may engage the services of a third party sign operator to operate, maintain, or repair the Sign, and said operator shall comply with all provisions of this Agreement. Upon the engagement of services of a third party sign operator, RCC shall notify the City in writing of said engagement and provide the City with the contact information of said operator.
Removal
RCC shall remove the Sign if any of the following events occurs: (i) the Sign ceases operation for a period of sixty (60) or more continuous days, not including non-operation due to mechanical, electrical, or other operational problems; (ii) the Sign remains inoperable for a period of six (6) months during which period no electronic advertising is displayed on the Sign; or (ili) the Sign falls into a state of disrepair and is no longer deemed to be in good working condition by the City Administrator or his/her designee.
Upon written notice from the City of any of the above events, RCC shall remove the Sign within sixty (60) days of such notice. Prior to removal, RCC shall obtain all necessary permits and approvals that may be required for the removal of the Sign.
Default; Termination.
5.1 Default.
vith the provisions of this Agreement. In the event RCC fails to comply with any provision of this Agreement, the City shall provide written notice to RCC of such failure, and RCC shall correct the default or, if impractical, shall commence correction of the default, within thirty (30) days of such notice. Upon failure of RCC to correct such default thereafter, the City Council shall have the right to terminate this Agreement at a duly-noticed meeting of the City Council, at which time RCC shall have the right to provide testimony and evidence on its behalf.
5.2 Termination by Mutual Consent.
The Parties may terminate this Agreement by mutual written consent at any time prior to the end of the twenty-year term, as provided in Section 1 of this Agreement. 01180.0005/290473.2 Page 3
Exhibit E - Sign Operation Agreement
5.3 Extension of Term.
This Agreement may be extended by mutual written agreement for two (2) additional five- (5-) year periods.
6. Indemnity.
City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (individually and collectively, "Indemnitees") shall have no liability to RCC or any other person for, and RCC hereby agree to indemnify and defend the Indemnitees against and to hold and save each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities (collectively "Claims) that may be asserted or claimed by any person, firm or entity arising out of or in connection with the operation, maintenance, or repair of the Sign, but excluding such Claims arising from the sole negligence or willful misconduct of the Indemnitees. In connection herewith and in accordance with their respective responsibility: (a) RCC will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) RCC will promptly pay any judgment rendered against the Indemnitees for any such claims or liabilities and RCC agrees to save and hold the Indemnitees harmless therefrom; (c) in the event the Indemnitees are made a party to any action or proceeding filed or prosecuted against RCC for such damages or other claims arising out of the operation, maintenance, or repair of the Sign, RCC agree to pay the Indemnitees any and all costs and expenses incurred by the Indemnitees in such action or proceeding, including, but not limited to, legal costs and attorneys' fees. The indemnity as set forth herein shall survive the termination of this Agreement and is in addition to any rights which the City may have under the law. This indemnity is effective without reference to the existence of any insurance coverages which may have been required under this Agreement or any additional insured endorsements which may extend to the City.
7. Notices.
Any notice, demand, request, document, consent, approval, or communication any Party desires or is required to give to the other Parties or any other person shall be in writing and either served personally or sent prepaid, first-class mail to the addresses listed below:
to City: City of Rialto
Attn: City Administrator
150 S. Palm Ave.
Rialto, CA 92376
fax:
to RCC: Rialto Chamber of Commerce
Attn: Executive Director
120 N. Riverside Avenue
Rialto, CA 92376
fax:
01180.0005/290473.2 Page 4
Exhibit E - Sign Operation Agreement
Any Party may change its address by notifying the other Parties of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy- wo (72) hours from the time of mailing if mailed pursuant to this Section 7
8. Attorneys' Fees.
In any action between the Parties hereto seeking enforcement of this Agreement, the prevailing Party in such action shall be entitled to have and to recover from the other Party its reasonable attorneys' fees and other reasonable expenses in connection with such action or proceeding in addition to its recoverable court costs.
9. Amendment or Modification.
This Agreement may not be modified or amended except by written agreement executed by the Parties, or their respective successors or assigns.
10. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of California.
11. Non-liability of City Officials.
No officer, official, member, employee, agent, or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, or representative
12. Waiver.
Failure of a Party to insist upon the strict performance of any of the provisions of this Agreement by any other Party, or the failure by a Party to exercise its rights upon the default of uny other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter.
13. Severability.
The invalidity or unenforceability of any provision of this Agreement with respect to a particular Party or set of circumstances shall not in any way affect the validity and enforceability of any other provision hereof or the same provision when applied to another Party or to a different set of circumstances.
14. Entire Agreement.
The undersigned declares and represents that no promise, inducement, or agreement not herein expressed, has been made to the undersigned and that this Agreement contains the entire agreement between the Parties hereto and that the terms of this Agrement are contractual and not a mere recital.
01180.0005/290473.2
Exhibit E - Sign Operation Agreement
15. Authority to Bind.
The person(s) executing this Agreement on behalf of cach of the Parties hereto represent and warrant that (i) such Party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said Party, (iii) by so executing this Agreement such Party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such Party is bound.
16. Counterparts.
This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same affect as if all of the Parties had executed the same instrument.
[signatures on following page]
01180.0005/2904732 Page 6
Exhibit E- Sign Operation Agreement
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first written above.
CITY:
CITY OF RIALTO,
a municipal corporation
Michael E. Story, City Administrator
ATTEST:
Barbara McGee, City Clerk
APPROVED AS TO FORM:
Aleshire & Wynder, LLP
Fred Galante, City Attorney
BALTO CHAMBER OF COMMERCE
a California corporation
By:
Edward J. Carrillo, President
01180.0005/290473.2 Page 7
Exhibit E - Sign Operation Agreement
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy or validity of that document.
STATE OF CALIFORNIA
COUNTY OF SAN BERNARDINO
, personally appeared → proved to me on the
I certify under PENALTY OF PERTURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature:
OPTIONAL
Though the data below is not required by law, it may prove valuable to persons relying on the document and could prevent fraudulent reattachment of this form
CAPACITY CLAIMED BY SIGNER DESCRIPTION OF ATTACHED DOCUMENT
INDIVIDUAL
CORPORATE OFFICER
TITLE OR TYPE OF DOCUMENT
TITLE(S)
PARTNERS) LIMITED
• GENERAL NUMBER OF PAGES
ATTORNEY-IN-FACT
TRUSTEE(S)
GUARDIAN/CONSERVATOR
OTHER DATE OF DOCUMENT
SIGNER IS REPRESENTING:
(NAME OF PERSON(S) OR ENTITY(IES)) SIGNERS) OTHER THAN NAMED ABOVE 01180.0005/290473.2 Page 8
Exhibit E - Sign Operation Agreement
Attachment 1
MONUMENT SIGN
WELCOME TO RIALTO
Bones she 150m me In
60=7H Pael Betsa
Earned
Iseze +ДPЧУ21052 media feast feed
FRONT VIEW SIDE VI
1 SHA-T - 1.8 SALE - 1.0
01180.0005/290473.2
Exhibit E - Sign Operation Agreement
Attachment 2
DESCRIPTION OF SITE
The "Site" as defined in the Agreement shall be a strip of land approximately 2 feet deep and 14 feet wide located within the raised center median within Riverside Avenue, approximately 19 feet north of the southernmost curb face of median, which is located approximately 200 lineal feet north of the Union Pacific railroad crossing, as depicted below:
SITE
30 - 0
wisting Traes
Existing City
Directione Sigo
S. Riverside Ave.
SITE
8 - 10 E - 10•
/
19-00 Cort
SCALE: 1/81 = 1-01
HOT TO SCALE
01180.0005/290473.2
Exhibit E - Sign Operation Agreement
• EXHIBIT 2
GRANT OF EASEMENT
4862-2697-4221v3
SCI18691061
EXHIBIT 3
QUITCLAIM DEED
4862-2697-4221v3
SC 18691061