Purchase and Sale Agreement — Rialto City Council, July 28, 2026

PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is dated as of __________ ____, 2026 (the “Effective Date”), by and between the CITY OF RIALTO, a municipal corporation (“Seller”), and TLC PROPERTIES, LLC, a Louisiana limited liability company (“Purchaser”).

RECITALS
A. Seller owns certain property in the City of Rialto with APNs 0132-102-13 and 0264-152-54 (“Property”).

B. Seller currently owns a “Sign Location Easement” and a related “Maintenance, Utility, Access, Visibility, and Overhang Easement” on the real property owned by Travel Center Realty LLC, located at 2325 Sierra Lakes Parkway, San Bernardino, CA 92336 with APN 1119-241-28 as further defined and described in that certain Corrective Deed which is recorded as DOC #2022-0215733 (“Travel Center Easement”).

C. Lamar Central Outdoor, LLC and Seller entered into four (4) leases concerning the placement of advertising billboards on the Property and within the Travel Center Easement (“Billboard Leases”).

D. Purchaser desires to acquire certain easements over the Property, as described in Exhibits A-1 and A-2, and acquire the Travel Center Easement as described in Exhibit A-3.

E. Seller desires to sell and convey, and Purchaser desires to buy and acquire, the following (collectively, the “Easements”):

1. New Easements: Grants of easements in gross to Purchaser over the Property in substantially the form as provided in Exhibits A-1 and A-2 (“New Easements”); and

2. Assigned Easements: Assignment of the Travel Center Easement granted to Seller located on the real property owned by Travel Center Realty LLC, located at 2325 Sierra Lakes Parkway, San Bernardino, CA 92336 (APN 1119-241-28) in substantially the form as provided in Exhibit A-3 (“Easements Assignment”).

F. The parties, therefore, desire to terminate the Billboard Leases concurrent with the Closing (as defined in Section 7).

NOW THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, the parties agree to the foregoing and as follows:

RECITALS. The recitals set forth above are incorporated herein by this reference.

PURCHASE AND SALE. In consideration of their mutual covenants set forth in this Agreement, Sellers agrees to sell to Purchaser and Purchaser agrees to purchase from Seller the Easements for the Purchase Price (defined in Section 3), subject to and on the terms and conditions set forth herein and subject to any valid restrictions, servitudes of record and zoning ordinances affecting the property. Purchaser is acquiring the Easements in an AS-IS condition.

PURCHASE PRICE. The purchase price for the Easements is THREE MILLION EIGHT HUNDRED SEVENTY-TWO THOUSAND NINE HUNDRED EIGHTY-SEVEN dollars ($3,872,987.00) (“Purchase Price”). Upon execution of this Agreement, Purchaser shall deposit the sum of $10,000 (“Deposit”) with Tower Title Company at its office located at 225 Newman Avenue, East Providence, RI with Jackie Dyer as the designated escrow officer (telephone no.: 844-944-2876 (the “Escrow Holder”). Balance of the Purchase Price shall be sent via wire transfer to Tower Title to be deposited with escrow at or before Closing . The Deposit shall become non-refundable only upon expiration of the Contingency Period (as defined in Section 5) and shall be applied to the purchase price at Closing (as defined in Section 7). Notwithstanding the foregoing, if Seller defaults on this Agreement at any time prior to Closing, the Deposit shall become refundable to Purchaser regardless of the expiration of the Contingency Period.

PROPERTY CONDITION. Seller agrees to maintain the Property in present condition as of the Effective Date until Closing (as defined in Section 7).

PROPERTY INSPECTION AND CONTINGENCY PERIOD. At Purchaser’s sole cost and expense and subject to this Section below, Purchaser shall FORTY FIVE (45) days after the Effective Date of this Agreement (“Contingency Period”) to enter upon the Property to inspect, investigate and conduct tests upon the Property at its sole cost and expense, including, without limitation, survey, zoning, title, existing leases, release of current mortgage and any liens, platting, subdivision and other aspects of the property as it relates to Purchaser's intended use. Purchaser shall keep the Property free and clear of any and all liens related to Purchaser’s inspections, tests and investigations. If Purchaser is not satisfied with the results of these inspections or for any reason whatsoever, then Purchaser, in Purchaser’s sole discretion, reserves the right to terminate this Agreement during the Contingency Period by providing Seller with timely written or e-mail notice of termination. All entry onto and inspections of the Property shall be subject to the following:

Purchaser shall give Seller not less than twenty-four (24) hours prior notice of any entry onto the Property by Purchaser or by Purchaser’s agents, employees, consultants and contractors (collectively “Purchaser’s Representatives”).

If the Property is physically damaged by Purchaser or any of Purchaser’s Representatives, then Purchaser, at Purchaser’s sole cost and expense, shall promptly repair such damage and restore the Property to its condition prior to such damage.

Purchaser, at Purchaser’s sole cost and expense, has the right to apply for all applicable permits and governmental approval necessary for the construction and maintenance of an outdoor advertising structure.

Purchaser shall be responsible for the costs and expenses of having the Property surveyed such that a sketch and legal description can be created to properly locate and identify the New Easements.

WARRANTIES AND REPRESENTATIONS.

Seller.

Seller makes no warranty or representation other than that it is the owner of the Property and has the authority to convey the New Easements as described.

Seller makes no warranty or representation as to the condition of the Easements, including, without limitation, the presence of Hazardous Materials affecting the Property or the Travel Center Easement. As used in this Agreement, "Hazardous Materials" shall mean and include the following, including mixtures thereof: any hazardous substance, pollutant, contaminant, waste, by-product or constituent regulated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq.; oil and petroleum products and natural gas, natural gas liquids, liquefied natural gas and synthetic gas usable for fuel; pesticides; asbestos and asbestos-containing materials, PCBs and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; source material, special nuclear material, byproduct material and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act of 1954, 42 U.S.C. Section 2011 et seq. or the Nuclear Waste Policy Act of 1982, 42 U.S.C.10101 et seq.; chemicals subject to the OSHA Hazard Communication Standard, 29 C.F.R. Section 1910.1200 et seq.; mold; industrial process and pollution control wastes, whether or not hazardous within the meaning of the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq.; and any other substance, waste or material which has been determined to be injurious to health, public safety or the environment.

Purchaser.

Purchaser is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Louisiana.

This Agreement (i) is and at the time of Closing will be duly authorized, executed and delivered by Purchaser, (ii) is and at the time of Closing will be legal, valid and binding obligations of Purchaser, and (iii) does not and at the time of Closing will not violate or conflict with any provision of any agreement or judicial order to which Purchaser is a party or to which Purchaser is subject.

All other documents executed by Purchaser which are to be delivered to Seller at Closing (i) are or at the time of Closing will be duly authorized, executed and delivered by Purchaser, (ii) are or at the time of Closing will be legal, valid and binding obligations of Purchaser, and (iii) do not and at the time of Closing will not violate or conflict with any provision of any agreement or judicial order to which Purchaser is a party or to which Purchaser is subject. No consent or approval is required for the execution and delivery of this Agreement by Purchaser or the performance by Purchaser of its obligations hereunder other than those already obtained by Purchaser.

The warranties and representations of Purchaser set forth in this Section 6.2 shall survive Closing.

CLOSING.

The Closing shall take place in escrow with the Escrow Holder by or before September 13, 2026, unless an alternative date or method is otherwise agreed to by Purchaser and Seller (the “Closing Date,” or “Closing”). Any extension shall be agreed upon and signed by Seller and Purchaser.

Closing expenses will be paid for by Purchaser and Purchaser shall cause any and all documents to be prepared in draft for review and approval by Seller’s counsel. Any costs required to make title merchantable, including all necessary tax (pro-rata for the year), mortgage and release certificates and cancellations, if any, shall be paid by Seller. Seller’s title shall be merchantable and free of all liens and encumbrances except those which can be satisfied at Closing. In the event the title is not valid or merchantable and cannot be made so at a reasonable expense, this Agreement may be terminated at the option of the Purchaser who reserves the right to demand the return of the deposit. The Parties shall each bear their own attorney’s fees.

In sufficient time prior thereto to allow Closing to occur on the Closing Date, Seller shall cause to be delivered into Escrow:

The New Easements executed by Seller.

The Easements Assignment executed by Seller.

An agreement terminating the Billboard Leases executed by Seller.

Such additional instruments or documents reasonably required by Escrow Holder in order to consummate the purchase and sale of the Easements in accordance with the terms and conditions of this Agreement, to the extent consistent with this Agreement.

Prior to Closing, in sufficient time prior thereto to allow Closing to occur on the Closing Date, Purchaser shall cause to be delivered into Escrow the following:

Documentation showing that Purchaser has initiated wire transfer to Seller of funds in the amount of the Purchase Price less the Deposit.

An agreement terminating the Billboard Leases executed by Seller and Lamar Central Outdoor, LLC .

Such additional instruments or documents reasonably required in order to consummate the purchase and sale of the Property in accordance with the terms and conditions of this Agreement, to the extent consistent with this Agreement, including without limitation escrow instructions.

If the Closing does not occur by the Closing Date (including any extension thereof), then either party may elect to terminate this Agreement and cancel Escrow by giving written notice of such termination and cancellation to the other party. In the event of a termination of this Agreement, Purchaser shall pay the cost of cancellation of the Escrow. The termination of this Agreement and cancellation of the Escrow shall be without prejudice to whatever legal rights, as said rights may be limited by the terms contained in this Agreement, that Purchaser or Seller may have against each other arising out of this Agreement and the Escrow, which rights shall survive the termination of this Agreement. As used in this Agreement, “Surviving Obligations” shall mean all obligations of Buyer or Seller which are expressly stated in this Agreement to survive Close of Escrow, Closing or other termination of this Agreement.

CONDITIONS OF CLOSING.

Purchaser’s Conditions. In addition to all other conditions to the completion of the transaction described in this Agreement, Seller and Purchaser agree that the Closing of the purchase and sale contemplated by this Agreement is subject to satisfaction, approval or waiver by Purchaser of the matters specified in this Section 8.1, below, which conditions are solely for the benefit of Buyer and can be unilaterally waived by Buyer:

If applicable, Purchaser has acquired all necessary permits and governmental approvals necessary for the use of the Easements contemplated in Exhibits A-1, A-2, and A-3.

If applicable, Purchaser has confirmed that the Easements are zoned under a zoning classification which will allow Purchaser to use the Easements as contemplated by Exhibits A-1, A-2, and A-3.

If applicable, Purchaser has confirmed that the uses contemplated by the Easements are in compliance with, and are being operated in compliance with all applicable zoning, land use, and building codes and ordinances and maybe so operated after Closing without any zoning change or variance.

Seller has provided Purchaser with wire instructions for transfer of the Purchase Price less the Deposit to Seller.

Seller has executed and deposited the New Easements (in the form provided in Exhibits A-1 and A-2) with Escrow Holder.

Seller has executed and deposited the Easements Assignment (in the form provided in Exhibit A-3) with Escrow Holder.

Seller has executed and deposited an agreement terminating the Billboard Leases where the termination of the Billboard Leases shall be effective on the Closing Date.

Seller shall not be in material default of Seller’s obligations under this Agreement, and all of Seller’s express representations and warranties set forth in this Agreement shall continue to be true, correct and unchanged in all material respects as of the Closing.

Sellers’ Conditions. In addition to all other conditions to the completion of the transaction described in this Agreement, Seller and Purchaser agree that the Closing of the sale and purchase contemplated by this Agreement is subject to satisfaction, approval or waiver by Seller of the matters specified in this Section 8.2, below, which conditions are solely for the benefit of Seller and can be unilaterally waived by Seller:

Purchaser has deposited the Deposit with the Escrow Holder.

Purchaser has initiated wire transfer to Seller of funds in the amount of the Purchase Price less the Deposit.

Purchaser has deposited an agreement terminating the Billboard Leases which is executed by Lamar Central Outdoor, LLC and where the termination of the Billboard Leases shall be effective on the Closing Date.

Purchaser shall not be in material default of Purchaser’s obligations under this Agreement, and that all of Purchaser’s express representations and warranties set forth in this Agreement continue to be true, correct and unchanged in all materials respects as of the Closing.

CLOSE OF ESCROW. Upon the Closing, Seller and Purchaser shall instruct Escrow Holder to deliver all funds, instruments and documents as follows:

Escrow Holder shall be instructed to deliver to Seller the following:

The Deposit; and
A copy of all documents deposited into Escrow
Escrow Holder shall be instructed to deliver to Purchaser the following:

Executed New Easements;
Executed Easements Assignments; and
A copy of all documents deposited into Escrow.

Escrow Holder shall be designated the “real estate reporting person” for purposes of Section 6045 of Title 26 of the United States Code and Treasury Regulation 1.6045-4 and any instructions or settlement statement prepared by Escrow Holder shall so provide. Upon the consummation of the transaction contemplated by this Agreement, Escrow Holder shall be directed to file a Form 1099 information return and send the statement to Seller as required under the aforementioned statute and regulation.

CONDEMNATION. If between the date of this Agreement and the Closing Date any condemnation or eminent domain proceedings are initiated which would result in the taking of any portion of the Property, then Purchaser may terminate this Agreement by written notice to Seller. Seller shall promptly notify Purchaser in writing upon receiving written notice of the commencement or occurrence of any condemnation or eminent domain proceedings affecting the Property. If such proceedings are initiated for the taking of any part of the Property, Purchaser shall then notify Seller, within ten (10) business days after Purchaser’s receipt of Seller’s notice (but in no event later than 24 hours prior to the Closing Date), whether or not Purchaser elects to terminate this Agreement. If Purchaser elects not to terminate this Agreement or fails to make an election within such ten (10) business day period or twenty-four (24) hours prior to the Closing Date, whichever is earlier, then Purchaser shall be deemed to have elected to proceed with the Closing without any reduction to the Purchase Price, in which event Seller shall assign to Purchaser at Closing all of Seller’s right, title and interest in and to any award made in connection with such condemnation or eminent domain proceedings, or if such payment has been received by Seller such payment shall be credited to Purchaser at the Closing, and Closing shall be delayed, if necessary, until the later to occur of (i) the Closing Date, or (ii) ten (10) days after the expiration of the ten (10) business day period. If this Agreement is terminated in accordance with this Section 13, Seller and Purchaser shall thereupon be released from all further obligations under this Agreement other than the Surviving Obligations.

OCCUPANCY AND USE. The structure(s) and any replacement outdoor advertising structure(s) placed upon the New Easements, and any improvements to the structure(s) or any replacement structure(s), will remain the property of Purchaser.

RISK OF LOSS. If prior to the Closing, the Property is materially damaged or destroyed, Purchaser has the right, exercisable by giving written notice to Seller within ten (10) days after receiving written notice of such damage or destruction (but in any event no later than the Closing Date), either (A) to terminate this Agreement, in which case neither party shall have any further rights or obligations under this Agreement other than the Surviving Obligations, or (B) to accept the Property in its then condition and to proceed with the Closing.

PRORATIONS.

Subject to Section 13.2 below, all revenues and expenses of the Property, including without limitation real property taxes, special taxes, assessments (if any) shall be prorated and apportioned between Purchaser and Seller as of 12:01 a.m. on the Closing Date, so that Seller bears all expenses with respect to the Easements, and has the benefit of all income with respect to the Easements, through and including the date immediately preceding the Closing Date, and Purchaser bears all expenses with respect to the Easements, and has the benefit of all income with respect to the Easements on and after the Closing Date. If any portion of the Easements is affected by any assessment or other charge, whether for taxes or bonds, or interest thereon, which is or may become payable in installments, and an installment payment of such assessment is then a lien due and payable as part of the annual ad valorem property tax bill received for the Easements, then such installment shall be prorated as of the Closing Date; and if any such assessment or other charge is not payable in installments or are not billed as part of the annual ad valorem property tax bill for the Easements, shall be paid in full (if any) by Seller at the Closing. Notwithstanding the foregoing, Seller shall be solely responsible for clearing all possessory interest taxes from the Easements not later than the Closing. Any necessary adjustment due either party on receipt of a supplemental tax bill will be made by the parties outside of this Escrow within the time required by this Section 15 below, which obligation shall survive the Closing.

Subject to Section 13.1 above, if any of the items to be prorated as of Closing cannot be finally determined as of Closing, the prorations shall be made at Closing based on the last available information, and post-closing adjustments between Purchaser and Seller shall be made within twenty (20) days after the date that the actual amounts are determined, and if payment is not made within this twenty (20) day period the party owing such sums shall pay interest thereon, at the rate of ten percent (10%) per annum, from date of delivery of the bill to the non-paying party to the date of payment. This Section 13.2 shall survive the Closing.

TITLE CHARGES; OTHER CLOSING COSTS. If this transaction closes as provided in this Agreement, (i) Purchaser shall pay the premium attributable to any title policy, the escrow fees, transfer taxes, and recording fees for the recording of the Easements; (ii) each party shall pay their respective legal fees and administrative costs.

AUTHORIZATION. Seller’s City Manager is authorized to, on behalf of Seller, carry out all actions necessary and execute all documents and amendments relating to and in furtherance of this Agreement, including, without limitation, any extensions of the Closing Date.

DEFAULT.

Default by Purchaser. If the Closing fails to occur solely because of Purchaser’s default under this Agreement, Seller may terminate this Agreement and Seller and Purchaser shall thereupon be released from their respective obligations hereunder (other than surviving obligations).

Default by Seller. If the Closing fails to occur solely because of Seller’s default under this Agreement, Purchaser may terminate this Agreement and Seller and Purchaser shall thereupon be released from their respective obligations hereunder (other than surviving obligations), upon which termination Purchaser’s remedy shall be recovery of the Deposit.

NOTICE. All notices required or permitted hereunder shall be in writing and shall be served on the parties at the following addresses:

If to Seller
If to Purchaser
City of Rialto
150 S. Palm Avenue
Rialto, CA 92376
Attention: CITY MANAGER
TLC Properties
5321 Corporate Boulevard
Baton Rouge, LA 70808
Attention: Ricky Raven
Any such notices shall be sent either (a) by certified mail, return receipt requested, postage prepaid in the U.S. mail, (b) by personal delivery, (c) by a nationally recognized overnight courier, (d) by telecopier, in which case notice shall be deemed delivered when the transmitting telecopier machine has confirmed that the notice has been completed or sent without error, provided that a copy is also sent out not later than one (1) business day thereafter by certified mail, personal delivery or overnight courier as described in (a), (b) or (c) immediately above, or (e) by email, provided that a copy is also sent out not later than one (1) business day thereafter by certified mail, personal delivery or overnight courier as described in (a), (b) or (c) immediately above. The above addresses may be changed by written notice to the other party; provided, however, that in no event shall a change of address include a P.O. Box. Notwithstanding this Section above, if a notice is sent in the manner required by this Section above, it shall be deemed given upon receipt, refusal of delivery by the intended recipient or failure of delivery due to incorrect delivery information provided by the intended recipient to the noticing party.

TIME OF ESSENCE. Time is of the essence of this Agreement.

GOVERNING LAW AND VENUE. This Agreement, and all the rights and duties of the parties arising from or relating in any way to the subject matter of this Agreement or the transaction(s) contemplated by it, shall be governed by, construed and enforced in accordance with the law of the State of California (excluding any conflict of laws provisions that would refer to and apply the substantive laws of another jurisdiction). Any suit or proceeding relating to this Agreement, including arbitration proceedings, shall be brought only in Santa Clara County, California. EACH OF THE PARTIES CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN SAN BERNARDINO COUNTY, CALIFORNIA.

COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

ROLE OF BROKER/AGENTS. No BROKER/AGENTS have been retained by either party to this Agreement for this transaction.

CAPTIONS. The captions in this Agreement are inserted for convenience of reference and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof.

ASSIGNABILITY. Neither party shall assign this Agreement without the prior written consent of all parties.

BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of both the parties hereto and their respective legal representatives, successors and permitted assigns.

MODIFICATIONS; WAIVER. No waiver, modification, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by both parties.

ENTIRE AGREEMENT. This Agreement contains the entire agreement between the parties relating to the transactions contemplated hereby and all prior or contemporaneous agreements, understandings, representations or statements, oral or written, are superseded hereby.

PARTIAL INVALIDITY. Any provision of this Agreement which is void, unenforceable or invalid or the inclusion of which would adversely affect the validity, legality or enforcement of this Agreement shall be of no effect, but all the remaining provisions of this Agreement shall remain in full force and effect.

SUBMISSION OF AGREEMENT. The submission of this Agreement by one party to the other or their agents or attorneys for review will not be deemed an offer to sell or purchase the Property, and no agreement with respect to the purchase and sale of the Property will exist unless and until this Agreement is executed and delivered by both Seller and Buyer.

COMPUTATION OF TIME. In computing any period of time pursuant to this Agreement, the day of the act or event from which the designated period of time begins to run will not be included, and the last day of the period so computed will be included, unless it is a Saturday, Sunday or legal holiday recognized as such in California, in which event the period runs until the end of the next day which is not a Saturday, Sunday or such legal holiday. As used in the Agreement, "business day" shall mean a day which is not a Saturday, Sunday or legal holiday recognized as such in California.

WAIVER. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

NUMBER AND GENDER; JOINT AND SEVERAL LIABILITY. When required by the context of this Agreement, each number (singular and plural) shall include all numbers, and each gender shall include all genders.

NEGOTIATED TERMS. Each party has had the opportunity to be advised by legal counsel and other professionals in connection with this Agreement, and each party has obtained such advice as each party deems appropriate. The parties agree that the terms and conditions of this Agreement are the result of negotiations between the parties and that this Agreement shall not be construed in favor of or against any party by reason of the extent to which any party or its professionals participated in the preparation of this Agreement. In the event either party hereto now or hereafter shall consist of more than one person, firm, or corporation, then and in such event, all such persons, firms, or corporations shall be jointly and severally liable as such party under this Agreement.

SIGNATURES. Unless otherwise prohibited by law, the parties agree that an electronic copy of a signed contract, or an electronically signed contract, has the same force and legal effect as a contract executed with an original ink signature. The term "electronic copy of a signed contract" refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed contract in a portable document format. The term "electronically signed contract" means a contract that is executed by applying an electronic signature using technology approved by Buyer.

RELATIONSHIP OF PARTIES. The parties acknowledge and agree that nothing set forth in this Agreement shall be deemed or construed to render the parties as affiliates, joint-venturers, partners, associations, master-servant, agents, representatives, a joint enterprise, employer-employee, lender-borrower or contractor. Seller shall have no authority to employ any person as employee, agent or representative on behalf of Buyer for any purpose. Neither Seller nor any person using or involved in or participating in any actions or inactions relating to the Agreement, or the Property shall be deemed an affiliate, employee, representative or agent of Buyer, nor shall any such person or entity represent himself, herself or itself to others as an employee, affiliate, agent or representative of Buyer.

NO THIRD PARTY RIGHTS. The parties do not intend to create rights in, or to grant remedies to, any third party as a beneficiary of or to this Agreement or of any duty, covenant, obligation, or undertaking established herein. This Agreement shall not be construed as nor deemed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any right of action herein for any cause whatsoever.

HEADINGS. The captions appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections of this Agreement or in any way affect this Agreement. Any gender used shall be deemed to refer to any other gender more grammatically applicable to the party to whom such use of gender relates. The use of singular shall be deemed to include the plural and, conversely, the plural shall be deemed to include the singular.

CONFLICT OF INTEREST. Purchaser shall, and Purchaser shall ensure that Purchaser’s Representatives, comply with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so will constitute a material breach of this Agreement and is grounds for immediate termination of this Agreement by the Seller. A violation of Government Code 1090 may make this Agreement void on its face. In accepting this Agreement, Seller covenants, warrants, represents and agrees that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. Purchaser further covenants that, in the performance of this Agreement, it will not employ any contractor, consultant or person having such an interest.

NON-DISCRIMINATION. Purchaser shall comply with all applicable Federal, State and local laws and regulations including the City of Rialto’s policies concerning nondiscrimination and equal opportunity in contracting. Such laws include but are not limited to the following: Title VII of the Civil Rights Act of 1964, as amended; Americans with Disabilities Act of 1990; The Rehabilitation Act of 1973 (Sections 503 and 504); California Fair Employment and Housing Act (Government Code Sections 12900 et sea.); California Labor Code sections 1101 and 1102. Seller shall not discriminate against any subcontractor, employee, or applicant for employment because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organization affiliations, or marital status in the recruitment, selection for training including apprenticeship, hiring, employment, utilization, promotion, layoff, rates of pay or other forms of compensation. Nor shall Purchaser or any of Purchaser’s Representatives discriminate in the fulfillment of any of the Agreement terms because of age, race, color, national origin, ancestry, religion, sex/gender, sexual orientation, mental disability, physical disability, medical condition, political beliefs, organizational affiliations, or marital status.

CALIFORNIA PUBLIC RECORDS ACT. All documents and records provided to or made available to Seller under this Agreement become the property of the Seller, which is a public agency subject to the disclosure requirements of the California Public Records Act ("CPRA"). If proprietary information is contained in documents submitted by Purchaser or Purchaser’s Representatives to Seller, and Purchaser expressly claims that such information falls within one or more CPRA exemptions, Purchaser must clearly mark such information "CONFIDENTIAL AND PROPRIETARY," and identify the specific lines containing the confidential information. In the event of a request for such information, the Seller will make reasonable efforts to provide notice to Purchaser prior to such disclosure. If Purchaser contends that any documents are exempt from the CPRA and wishes to prevent disclosure, it is required at its own cost, liability and expense to obtain a protective order, injunctive relief or other appropriate remedy from a court of law in San Bernardino County at least two (2) days before Seller’s deadline to respond to the CPRA request. If Purchaser fails to obtain such a remedy before the Seller responds to the CPRA request, Seller will disclose the requested information and shall not be liable or responsible for such disclosure. Purchaser represents, warrants and agrees that it shall defend, indemnify and hold Seller harmless for, from and against any and all Claims that may or do result from denial by Seller of a CPRA request for any information arising from any representation, or any action (or inaction), by Purchaser or Purchaser’s Representatives.

SURVIVAL. Sections 15 through and including 40 shall survive Closing or earlier termination of this Agreement. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the date first written above.

SELLER:

CITY OF RIALTO
By: ______________________________
Tanya Williams, City Manager
ATTEST:

By: ______________________________
Barbara McGee, City Clerk
APPROVED AS TO FORM:

By: ______________________________
Eric S. Vail, City Attorney
PURCHASER:

TLC PROPERTIES, LLC
By: ______________________________
Name: ____________________________
Title: _____________________________
EXHIBIT A-1 – Easement in Gross for APN 0132-102-13
[ON FOLLOWING PAGE]

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

City of Rialto
150 S. Palm Avenue
Rialto, CA 92376
Attn: City Manager
APN 0132-102-13
Space above reserved for Recorder’s Office
Exempt from recording fees pursuant to
Govt Code 6103, 27383 & R&T Code 11922
GRANT OF “IN GROSS” EASEMENTS
Outdoor Advertising Structures Easement
Subject to the terms, conditions and limitations specified in this Grant of “In Gross” Easements (“Agreement”), CITY OF RIALTO, a municipal corporation, (“Grantor”) hereby grants to TLC PROPERTIES, LLC, a Louisiana limited liability company (“Grantee”) and Grantee accepts: (i) an easement for the location, construction, maintenance and operation of an outdoor advertising structure (the “Sign”), the base of which shall be located within the area described in Exhibit “A” attached hereto and incorporated herein (the “Sign Location Easement”) as well as (ii) easements for access, maintenance, visibility, utility services, and overhang (the “Access, Maintenance, Visibility, Utility, and Overhang Easement”) on, over and upon Grantor’s real property described in Exhibit “B” attached hereto and incorporated herein (the “Grantor’s Property”). Collectively, the Sign Location Easement and the Access, Maintenance, Visibility, Utility, and Overhang Easement are herein referred to as (the “Easements”) Effective Date. This Agreement shall be effective as of the date it is recorded in the Official Records of San Bernardino County (“Effective Date”). This Agreement shall remain in effect in perpetuity unless otherwise terminated by the parties as evidenced by a document recorded in the Official Records of San Bernardino County (“Official Records”).

Use of Sign Location Easement. The Sign Location Easement may only be used for the location, construction, maintenance and operation of one (1) Sign as depicted in Exhibit A. The Sign Location Easement includes the right to construct, repair, service, maintain, improve and modify the Sign pursuant to applicable law, including to replace or rebuild the digital faces attached to the Sign within the Sign Location Easement Area provided that Grantee acquires all applicable governmental approvals, including, without limitation, any required approvals required by the City of Rialto. The Sign Location Easement shall include, but not be limited to, a right of overhang for the Sign, a right to install, repair, replace and maintain underground and/or above ground electrical service to the Sign, a right to maintain telecommunications on the Sign and a right of view, prohibiting vegetation or improvements on Grantor’s Property that would obstruct the view of the Sign from adjoining roadways. Grantor agrees that Grantee may trim, cut, remove, or clear away any or all trees, brush, or other vegetation or flora, including the roots thereof in, on or about the Sign Location Easement and Grantor’s Property as often as Grantee deems necessary to prevent obstruction or to improve the appearance of the Sign, provided that any such trimming, cutting, removal, or clearing away shall be subject to Grantor’s written approval. After completion of any work performed by Grantee or its agents, contractors or employees which disturbs Grantor’s Property or any other proximate property, Grantee shall, at its own expense, restore Grantor’s Property to a condition that is satisfactory to the Grantor.

Use of Access Easement. Grantee may use Grantor’s Property to access the Sign for the purposes described in Section 2. Grantee’s rights to use the Easements shall include without limitation, Grantee’s right to authorize its employees, agents, representatives, contractors, and subcontractors to: (i) have access to, ingress to, and egress from the Sign Location Easement; (ii) use and temporarily place and operate tools, equipment, machinery and materials within the Sign Location Easement Area, provided that such placement shall not be for period greater than 30 days unless Grantor approves thereof in writing; and (iii) trim, cut, remove, or clear away any trees, brush, or other vegetation or flora, including the roots thereof, located within the Easements, provided that any such trimming, cutting, removal, or clearing away shall be subject to Grantor’s written approval.

Prohibited Uses. Grantee shall not use, or allow use of, the Easements for any activity other than the Sign, as described in this Agreement, without the prior written consent of Grantor. Grantee voluntarily covenants and agrees for itself, its successors and assigns, that any advertising displayed on the Sign shall not contain any advertising for (i) sexually oriented images or language or adult entertainment or nudity including, without limitation, topless bars, nightclubs, establishments that feature nude dancing, mud wrestling, any adult business featuring retail sales of adult novelty items, books, magazines, videos and tapes, or any material that would be reasonably considered pornographic; (ii) hard alcohol (beer and wine shall be permitted to be displayed); (iii) drugs or narcotics, marijuana, cannabis, hashish, or tobacco products of any type; or (iv) immoral, vulgar, or obscene images, messages, or language. Grantor further reserves the right to object to any other advertising that may be considered detrimental to the image of the City of Rialto. In such case, Grantor shall inform Grantee in writing of the offensive advertising and request that it be removed. Grantee shall not unreasonably deny the request. Grantee’s use of the Easements shall not unreasonably interfere with Grantor’s use of Grantor’s Property.

Grantee Obligations. Grantee shall maintain the Easements, the respective Easements, and all improvements thereon in good and safe condition at its sole cost and expense. Any improvements constructed by Grantee shall comply with all applicable laws and Grantee shall not permit any liens to be recorded against the Easements due to its actions. Grantee shall not permit the dumping or accumulation of trash, junk, garbage or similar items in the Easements.

Community Benefits in Favor of City of Rialto. Grantee shall provide free of charge to Grantor on a space-available basis, advertising space either on the Sign or an alternative billboard within close proximity to the City of Rialto, subject to the Grantor’s reasonable approval, no less than three (3) times per year, upon the request of Grantor. Such advertising space shall only be made available for the use of City of Rialto-related events or public service announcements. In no event shall the Grantor be entitled to make the advertising space available to any competitor of Grantee or any third party without the express written consent of Grantee. Grantor will be responsible for creating the design of any such displays, subject to review and approval of a suggested copy from Grantor by Grantee. Notwithstanding the foregoing, the arrangement provided in this Section may be revised by mutual written agreement between the Grantor and Grantee. Grantee’s City Manager, or his or her designee, is hereby authorized to approve any such revisions.

No Third Party Use. Except as specifically otherwise provided in this Agreement, Grantee may not allow any third parties to use the Easements and shall use reasonable efforts to prevent any such use.

Reserved Rights. The Easements granted herein are acquired subject to the right of Grantor, its successors and assign, to use the surface and subsurface of the Grantor’s Property within the Easements to the extent that such use is compatible with and does not unreasonably interfere with the full and free exercise of the rights granted hereunder to Grantee.

No Right to Transfer. Although the Easements are in gross, Grantee shall not have the right to assign or otherwise transfer the Easements and the rights herein unless (i) Grantor consents to such assignment in its discretion; (ii) the assignee assumes all obligations of Grantee; and (iii) the assignment, assumption and consent is in a form acceptable to Grantor and recorded in the Official Records.

Indemnification; Insurance.

Indemnification. Grantee shall indemnify, defend, and hold harmless Grantor, its officers, employees, agents, and volunteers (“Grantor Parties”) from and against all claims, damages, liabilities, costs, expenses (including, without limitation, reasonable attorneys’ fees and reasonable investigative and discovery costs), liabilities and judgments (“Indemnified Claims”) arising out of this Agreement from any cause whatsoever, to the extent such claims, actions, losses, damages and/or liability were caused by acts, errors, or omissions, negligence, or intentional misconduct of Grantee or Grantee’s officials, officers, agents, employees, contractors or invitees, and for any costs or expenses incurred by Grantor on account of such claims, except where such indemnification is prohibited by law. Reciprocally, Grantor shall indemnify, defend, and hold harmless Grantee, its officers, employees, agents, and volunteers (“Grantee Parties”) from and against all Indemnified Claims arising out of this Agreement from any cause whatsoever, to the extent such claims, actions, losses, damages, and/or liability were caused by the acts, errors, omissions, negligence, or intentional misconduct of Grantor or Grantor’s officials, officers, agents, employees, contractors, or invitees, except where prohibited by law.

Insurance. Commencing upon the Effective Date of this Agreement and throughout the duration of this Agreement, Grantee shall procure and maintain at its own expense, Comprehensive General Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Grantee or its officers, employees, servants, volunteers, and agents and independent contractors. All insurance policies shall be endorsed to name the City of Rialto, its officers, employees, servants, volunteers, agents and independent contractors as additional insureds.

Grantor’s Obligations. Grantor agrees for itself, its successors and assign, not to erect, place or maintain, nor to permit the erection, placement, or maintenance of any buildings, planter boxes, earthfill, large trees, large shrubs, block walls, concrete pavement (other than permitted sidewalks and driveway accesses), decking, structures or other similar improvements, that would unreasonably interfere with the Grantee’s intended use of the Easements.

Reserved.

Notices. All notices, documents, correspondence and communications concerning this Agreement shall be addressed as set forth below, or as the parties may hereafter designate by written notice, and shall be sent through the United States mail with postage prepaid, certified or registered, return receipt requested. Any such mailing shall be deemed served or delivered upon the earlier of actual receipt or the date receipt is refused. Each party may change the address for notices by giving the other party at least ten (10) calendar days’ prior written notice of the new address. Notwithstanding the above, either party may also provide notices, documents, correspondence, or such other communications to the other by personal delivery or by Federal Express or similar courier service and so given shall be deemed to have been given upon receipt.

To Grantor:

To Grantee:

City of Rialto
150 S. Palm Avenue
Rialto, CA 92376
Attn: City Manager
With a copy to:

With a copy to:

City of Rialto
150 S. Palm Avenue
Rialto, CA 92376
Attn: City Attorney
Attorney Fees. In the event of any litigation or other legal proceeding including, without limitation, arbitration or mediation between the parties arising from this Agreement, the prevailing party will be entitled to recover, in addition to any other relief awarded or granted, its reasonable costs and expenses (including attorney’s fees) incurred in the proceeding.

Authority. Each party represents and warrants to the other party that this Agreement has been duly authorized and executed and constitutes the legally binding obligation of their respective organization or entity, enforceable in accordance with its terms.

Further Assurances. The parties agree to take such actions and execute such additional documents as are reasonably necessary to carry out the provisions of this Agreement.

California Law. This Agreement shall be interpreted, construed, and governed both as to validity and to performance of the Parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of San Bernardino, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. In the event of litigation in a U.S. District Court, venue shall lie exclusively in the Central District of California, Eastern Division.

Waiver. Waiver by any Party to this Agreement of any term, condition, or covenant of this Agreement shall not constitute a waiver of any other term, condition, or covenant. Waiver by any Party of any breach of the provisions of this Agreement shall not constitute a waiver of any other provision or a waiver of any subsequent breach or violation of any provision of this Agreement.

Legal Action. In addition to any other rights or remedies, either Party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement.

Interpretation. The section headings used in this Agreement have been inserted for convenience only and shall not be considered or referred to in resolving questions of interpretation or construction. Whenever the context hereof may so require, the singular shall include the plural and the masculine shall include the feminine and neuter. This Agreement shall be construed according to its fair meaning without regard to authorship.

Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder unless the invalid provision is so material that its invalidity deprives either Party of the basic benefit of their bargain or renders this Agreement meaningless.

Final Agreement. This Agreement contains the entire understanding and agreement with respect to the subject matter of this Agreement and all prior or contemporaneous documents, communications, understandings, representations, and statements shall be of no force or effect.

No Waiver. The failure to enforce any term, covenant, or condition of this Agreement shall not be construed as a waiver of the right to enforce this, or any other, term, covenant, or condition of this Agreement.

Exhibits. Exhibits A and B attached hereto are incorporated herein by reference. [SIGNATURES ON FOLLOWING PAGE]
IN WITNESS WHEREOF, the Parties have executed this Agreement in the County of San Bernardino on the date first set forth above.

GRANTOR:

CITY OF RIALTO, a municipal corporation
GRANTEE:

TLC PROPERTIES, LLC, a Louisiana Limited Liability Company By: _________________________________
By: _________________________________
Tanya Williams, City Manager
Name: _______________________________
Title: ________________________________
ATTEST:

By: _________________________________
Barbara McGee, City Clerk
APPROVED AS TO FORM:

Burke, Williams & Sorensen, LLP
By: _________________________________
Eric S. Vail, City Attorney
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.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.

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 )
) ss.

COUNTY OF SAN BERNARDINO )
On ________________________, 202_ before me, _______________________________, Notary Public, personally appeared _______________________________________________, 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.

Signature
EXHIBIT A

SIGN LOCATION EASEMENT AREA
And

ACCESS, MAINTENANCE, VISIBILITY, UTILITY, AND OVERHANG EASEMENT

EXHIBIT B

LEGAL DESCRIPTION FOR THE PROPERTY
EXHIBIT A-2 – Easement in Gross for APN 0264-152-54
[ON FOLLOWING PAGE]

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

City of Rialto
150 S. Palm Avenue
Rialto, CA 92376
Attn: City Manager
APN 0264-152-54
Space above reserved for Recorder’s Office
Exempt from recording fees pursuant to
Govt Code 6103, 27383 & R&T Code 11922
GRANT OF “IN GROSS” EASEMENTS
Outdoor Advertising Structures Easement
Subject to the terms, conditions and limitations specified in this Grant of “In Gross” Easements (“Agreement”), CITY OF RIALTO, a municipal corporation, (“Grantor”) hereby grants to TLC PROPERTIES, LLC, a Louisiana limited liability company (“Grantee”) and Grantee accepts: (i) an easement for the location, construction, maintenance and operation of an outdoor advertising structure (the “Sign”), the base of which shall be located within the area described in Exhibit “A” attached hereto and incorporated herein (the “Sign Location Easement”) as well as (ii) easements for access, maintenance, visibility, utility services, and overhang (the “Access, Maintenance, Visibility, Utility, and Overhang Easement”) on, over and upon Grantor’s real property described in Exhibit “B” attached hereto and incorporated herein (the “Grantor’s Property”). Collectively, the Sign Location Easement and the Access, Maintenance, Visibility, Utility, and Overhang Easement are herein referred to as (the “Easements”) Effective Date. This Agreement shall be effective as of the date it is recorded in the Official Records of San Bernardino County (“Effective Date”). This Agreement shall remain in effect in perpetuity unless otherwise terminated by the parties as evidenced by a document recorded in the Official Records of San Bernardino County (“Official Records”).

No Third Party Use. Except as specifically otherwise provided in this Agreement, Grantee may not allow any third parties to use the Easements and shall use reasonable efforts to prevent any such use.

Indemnification; Insurance.

Reserved.

To Grantor:

To Grantee:

City of Rialto
150 S. Palm Avenue
Rialto, CA 92376
Attn: City Manager
With a copy to:

With a copy to:

Further Assurances. The parties agree to take such actions and execute such additional documents as are reasonably necessary to carry out the provisions of this Agreement.

GRANTOR:

CITY OF RIALTO, a municipal corporation
GRANTEE:

By: _________________________________
Barbara McGee, City Clerk
APPROVED AS TO FORM:

STATE OF CALIFORNIA )
) ss.

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.

Signature
EXHIBIT A

SIGN LOCATION EASEMENT AREA
And

ACCESS, MAINTENANCE, VISIBILITY, UTILITY, AND OVERHANG EASEMENT

EXHIBIT B

LEGAL DESCRIPTION FOR THE PROPERTY
EXHIBIT A-3 – Assignment of Easement for Travel Center Easement [ON FOLLOWING PAGE]

RECORDING REQUESTED BY,
AND WHEN RECORDED MAIL TO:

City of Rialto
150 S. Palm Avenue
Rialto, CA 92376
Attn: City Manager
APN 1119-241-28
Space above reserved for Recorder’s Office
Exempt from recording fees pursuant to
Govt Code 6103, 27383 & R&T Code 11922

ASSIGNMENT OF EASEMENT
For and in consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, THE CITY OF RIALTO, a municipal corporation ("Assignor"), hereby irrevocably transfers, assigns, bargains, sells and conveys to, TLC PROPERTIES, LLC, a Louisiana limited liability company ("Assignee"), to have and to hold, all of Assignor's right, title and interest arising after the date hereof in and to the “Sign Location Easement” and “Maintenance, Utility Access, Visibility and Overhang Easement” as defined and described in that certain Corrective Deed, recorded as DOC #2022-0215733 in the Office of the Recorder of Deeds for San Bernardino County, (the "Easement") affecting lands situated in the County of San Bernardino, State of California and described in Exhibit A, attached hereto and made a part hereof. Further, this Assignment of Easement is subject to the following requirements:

Prohibited Uses. Assignee voluntarily covenants and agrees for itself, its successors and assigns, that any advertising displayed on the Sign shall not contain any advertising for (i) sexually oriented images or language or adult entertainment or nudity including, without limitation, topless bars, nightclubs, establishments that feature nude dancing, mud wrestling, any adult business featuring retail sales of adult novelty items, books, magazines, videos and tapes, or any material that would be reasonably considered pornographic; (ii) hard alcohol (beer and wine shall be permitted to be displayed); (iii) drugs or narcotics, marijuana, cannabis, hashish, or tobacco products of any type; or (iv) immoral, vulgar, or obscene images, messages, or language. Assignor further reserves the right to object to any other advertising that may be considered detrimental to the image of the City of Rialto. In such case, Assignor shall inform Assignee in writing of the offensive advertising and request that it be removed. Assignee shall not unreasonably deny the request.

Community Benefits in Favor of City of Rialto. Assignee shall provide free of charge to The City of Rialto on a space-available basis, advertising space either on the sign located within the Sign Location Easement or an alternative billboard within close proximity to the City of Rialto, subject to the City of Rialto’s reasonable approval, no less than three (3) times per year, upon the request of Assignor. Such advertising space shall only be made available for the use of City of Rialto-related events or public service announcements. In no event shall the Assignor be entitled to make the advertising space available to any competitor of Assignee or any third party without the express written consent of Assignee. Assignor will be responsible for creating the design of any such displays, subject to review and approval of a suggested copy from Assignor by Assignee. Notwithstanding the foregoing, the arrangement provided in this Section may be revised by mutual written agreement between the Assignor and Assignee. Assignee’s City Manager, or his or her designee, is hereby authorized to approve any such revisions.

Indemnification; Insurance.

Indemnification. Assignee shall indemnify, defend, and hold harmless Assignor, its officers, employees, agents, and volunteers ("Assignor Parties") from and against all claims, damages, liabilities, costs, expenses (including, without limitation, reasonable attorneys' fees and reasonable investigative and discovery costs), liabilities and judgments ("Indemnified Claims") arising out of this Assignment of Easement from any cause whatsoever, to the extent such claims, actions, losses, damages and/or liability were caused by acts, errors, or omissions, negligence, or intentional misconduct of Assignee or Assignee’s officials, officers, agents, employees, contractors or invitees, and for any costs or expenses incurred by Assignor on account of such claims, except where such indemnification is prohibited by law.

Insurance. Commencing upon the Effective Date of this Assignment of Easement, Assignee shall procure and maintain at its own expense, Comprehensive General Liability Insurance, of not less than One Million Dollars ($1,000,000) per occurrence, and Two Million Dollars ($2,000,000) in the aggregate, for bodily injury, personal injury, death, loss, or damage resulting from the wrongful or negligent acts by Assignee or its officers, employees, servants, volunteers, and agents and independent contractors. All insurance policies shall be endorsed to name the City of Rialto, its officers, employees, servants, volunteers, agents and independent contractors as additional insureds.

Effective Date. This Assignment of Easement shall be effective upon the date of its recordation in the Office of the Recorder of Deeds for San Bernardino County.

This Assignment of Easement is binding upon and inures to the benefit of Assignor and Assignee, their successors and assigns.

Assignee accepts this assignment and accepts all of the rights and agrees to perform all of the duties, covenants and obligations of Assignor under the assigned Easement to the extent arising from and following the date hereof.

This Assignment of Easement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

THIS ASSIGNMENT OF EASEMENT is executed by the undersigned parties as of the dates set forth below but effective as of the date first set forth above.

WITNESSES:
_________________________
_________________________
ASSIGNOR: CITY OF RIALTO, a municipal corporation
______________________________
By:

Name:

Title:

ACKNOWLEDGMENT
State of ______________________
County of ____________________
That on this day came before me the undersigned, a Notary Public, duly commissioned, qualified and acting within and for the said County and State, appeared in person the within named ____________________ to me personally known, who stated that he is the __________________ of ___________________, a ___________________________, and is duly authorized in his capacity to execute the foregoing instrument for and in the name and behalf of said entity, and further stated and acknowledged that he had so signed, executed and delivered said foregoing instrument for the consideration, uses and purposes therein mentioned and set forth.

In testimony whereof, I have hereunto set my hand and official seal this _____ day of __________________, 2026.

Notary Public
Printed Name:

Notary No/Bar Roll No.:

My commission is:

THIS ASSIGNMENT OF EASEMENT is executed by the undersigned parties as of the dates set forth below but effective as of the date first set forth above.

ASSIGNEE: TLC PROPERTIES, LLC, a Louisiana limited liability company ________________________________
By:

Name:

Title:

In testimony whereof, I have hereunto set my hand and official seal this _____ day of __________________, 2026.

Notary Public
Printed Name:

Notary No/Bar Roll No.:

My commission is:

EXHIBIT A
Legal Description of Property
4914-6568-8765 v4 1 INITIALS: ____________ ____________

SELLER PURCHASER
4914-6568-8765 v1
1 INITIALS: ____________ ____________

SELLER PURCHASER
4914-6568-8765 v4 1
4914-6568-8765 v4
4914-6568-8765 v4 1
4914-6568-8765 v4
Date/Time Received: __________________________
Received by: _________________________________
Date/Time Presented To Seller: __________________

Rialto City CouncilJuly 28, 2026

Rialto City Council
July 28, 2026