LEASE TERMINATION AND SIGN PURCHASE AGREEMENT
THIS LEASE TERMINATION AND SIGN PURCHASE AGREEMENT (this "Agreement") is dated effective as of _ 2023 (the "Effective Date"), and entered into by and among UR VILLAGE, LLC, a Delaware limited liability company ("UR Village, LLC"), the CITY OF RIVERSIDE, a California charter city and municipal corporation (the "City"), and CITY OF RIVERSIDE AS THE SUCCESSOR AGENCY TO THE FORMER REDEVELOPMENT AGENCY OF THE CITY OF RIVERSIDE, a public entity (the "Successor Agency"), all of which may collectively be referred to as the "Parties." The Parties enter into this Agreement with reference to the following facts and circumstances:
RECITALS
A. RIVERSIDE VILLAGE, LLC, a California limited liability company, UNIVILLAGE, L.P., a California limited partnership, and NAPA EQUITY, LLC, a California limited liability company (collectively, "University Village"), as "Landlord," and the Successor Agency, as "Tenant" ', entered into that certain Premises Lease for Pylon Sign dated as of January 23, 2008 (the "Lease") pursuant to which University Village agreed to lease to the Successor Agency that certain real property located in Riverside, California and more specifically described on Exhibit A attached hereto and incorporated herein (the "Premises"), for the sole purpose of the Successor Agency installing, operating, and maintaining a freeway electronic pylon sign which the Successor Agency installed on the Premises (the "Sign").
B. University Village, the City, and the Redevelopment Agency for the City of Riverside, a public entity (the "Agency") entered into that certain Agreement for Tri-Vision and LED Display dated as of January 23, 2008 (the "Sign Agreement") pursuant to which the Parties agreed to the rights and obligations of the Parties with respect to the use, maintenance, and operation of the Sign, including, without limitation, the cost thereof, each as more particularly set forth in the Sign Agreement.
The City became the Successor Agency for the Agency and therefore the Agency's successor-in-interest for all intents and purposes under the Sign Agreement.
D. On or about February 24, 2016, UR Village acquired all rights, title and interest in and to the retail center commonly known as University Village located at 1201-1299 University Avenue, and 3522-3740 Iowa Avenue, Riverside, California (the "Center") and all Prior Owner's rights, title and interest in the improvements (including the Sign), leases (including the Lease), permits, plans, and other intangible rights, and benefits with respect to the Center.
E. The Parties wish to enter into this Agreement to (i) terminate the Lease, (ii) terminate the Sign Agreement, and (iii) dispose of the Sign and assign all of the right, title, and interest in the Sign to UR Village, LLC, in accordance with the terms of this Agreement.
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AGREEMENT
NOW, THEREFORE, for and in consideration of the facts mentioned above, the mutual promises set forth below, and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereby agree to enter into this Agreement to set forth the terms by which the Lease and Sign Agreement shall be terminated and all right, title, and interest in the Sign shall be assigned to UR Village, LLC, as follows:
1. Recitals. The foregoing recitals are incorporated herein by reference as though set forth in full.
Termination of Lease. Notwithstanding anything to the contrary contained in the Lease or the Sign Agreement, the Parties hereby agree that as of the Effective Date, the Lease is hereby terminated. For the avoidance of doubt, from and after the Effective Date, the Successor Agency shall have no further right to occupy or otherwise use the Premises for any reason whatsoever.
Termination of Sign Agreement. Notwithstanding anything to the contrary contained in the Lease or the Sign Agreement, the Parties hereby agree that as of the Effective Date, the Sign Agreement is hereby terminated. For the avoidance of doubt, from and after the Effective Date, the Successor Agency shall have no further right to use the Sign, and any rights to use the Sign shall belong exclusively to UR Village, LLC.
4. Sale, Transfer, and/or Assignment of Sign to UR Village, LLC. The Successor Agency hereby assigns, transfers, sells, and conveys to UR Village, LLC all the Successor Agency's right, title, and interest in and to the Sign to UR Village, LLC, which shall hereinafter be the sole and exclusive property of UR Village, LLC. The Parties agree to execute and record any documentation reasonably required or requested by UR Village, LLC to evidence the transfer of ownership of the Sign to UR Village, LLC, including, without limitation, recording any such evidence in the Recorder's Office of the County of Riverside.
4.1 UR Village, LLC hereby acknowledges that the continued operation of the Sign is subject to the approval and permission of the California Department of Transportation ("Caltrans"). UR Village, LLC shall be solely responsible for obtaining such approvals and permissions from Caltrans.
4.2 So long as this provision does not violate the rules and regulations of Caltrans, UR Village, LLC agrees to grant the City the right to post or display on the Sign for one (1) hour per week content related to community activities and/or cultural oriented advertising.
5. Consideration. The Parties hereby agree that consideration for the termination of the Lease and Sign Agreement and for the conveyance of all right, title, and interest in and to the Sign to UR Village, LLC, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, shall include (i) all payments previously made by UR Village, LLC to the Successor Agency under the Sign Agreement, and (ii) UR Village, LLC release any claims against the Successor Agency for the payment of the Successor Agency's Unpaid Maintenance Expenses under either the Lease or the Sign Agreement.
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6. Release. Each of the Parties, on behalf of themselves and their respective officers, directors, shareholders or other owners, employees, agents, successors and assigns, each releases the other and the other's directors, officers, owners, employees, agents, attorneys, and affiliates, from all the terms, agreements, covenants, and all obligations, each to the other, under the Lease and the Sign Agreement, as of the Effective Date. Without limiting the releases contained herein, each of the Parties each hereby specifically WAIVES, in connection with the matters released above, the provisions of California Civil Code Section 1542 which provide:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT
THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR
HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY."
BZ
UR Village, LLC's Initials City Initials Successor Agency's Initials Notwithstanding the foregoing or anything else in this Agreement to the contrary, any express indemnity, defense and hold harmless obligations under the Lease shall survive the termination of the Lease, but only to the extent that such obligations, by the express terms of the Lease, are intended to survive the termination of the Lease.
7. "AS-IS" PURCHASE
7.1 As-Is Information. UR Village, LLC acknowledges, agrees, represents, and warrants that: (a) any information supplied or made available by the Successor Agency, whether written or oral, or in the form of maps, surveys, plats, soils reports, engineering studies, environmental studies, inspection reports, plans, specifications, or any other information whatsoever, without exception, pertaining to the Sign, any and all records and other documents pertaining to the use and occupancy of the Sign, income thereof, the cost and expenses of maintenance thereof, and any and all other matters concerning the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the Sign, or a part thereof, if furnished to UR Village, LLC, is furnished solely as a courtesy; (b) THE INFORMATION IS PROVIDED ON AN "AS-IS, WHERE-IS" BASIS
AND THE SUCCESSOR AGENCY MAKES NO REPRESENTATION, EXPRESS OR IMPLIED,
OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY
WARRANTY OF CONDITION, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AS TO THE INFORMATION; and (c) no representations have been made by the Successor Agency, or its agents or employees, in order to induce UR Village, LLC to enter into this Agreement. Without limiting the generality of the foregoing, UR Village, LLC acknowledges, agrees, warrants and represents to the Successor Agency that neither the Successor Agency nor its agents or employees have made any representations or statements to UR Village, LLC concerning the Sign's investment potential or resale at any future date, at a profit or otherwise, nor has the Successor Agency or its agents or employees rendered any advice or expressed any opinion to UR Village, LLC regarding any tax consequences of ownership of the Sign.
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7.2 As-Is Property. On the Effective Date, UR Village, LLC will be familiar with the Sign and will have made such independent investigations as UR Village, LLC deems necessary or appropriate concerning the Sign. The Successor Agency makes no representations or warranties and specifically disclaims any representation, warranty or guaranty, oral or written, past, present or future with respect to the use, physical condition or any other aspect of the Sign, including without limitation the structural integrity of any improvements, the manner, construction, condition, state of repair or lack of repair of any improvements, the conformity of any improvements to any plans or specifications, including but not limited to, any plans and specifications that may have been or which may be provided to UR Village, LLC, the conformity of the Sign to past, current or future applicable zoning or building code requirements or the compliance with any other laws, rules, ordinances, or regulations of any government or other body, the financial earning capacity or expenses history of the operation of the Sign, the nature and extent of any right-of-way, lease, possession, lien, encumbrance, license, reservation, condition, or otherwise, the existence of soil instability, past soil repairs, soil additions or conditions of soil fill, susceptibility to landslides, sufficiency of undershoring, sufficiency of drainage, whether the Sign is located wholly or partially in a flood plain or a flood hazard boundary or similar area, the existence or nonexistence of hazardous waste or other toxic materials of any kind, whether known or unknown and whether or not regulated or governed by applicable laws (including, without limitation, hydrocarbons or asbestos), or any other matter affecting the condition, stability, suitability or integrity of the Sign or portion thereof.
7.3 Negligence or Failure to Investigate. The Successor Agency shall not be responsible for any negligent misrepresentation or failure to investigate the Sign on the part of the Successor Agency, any real estate broker or agent, or any other agent, contractor, or employee of the Successor Agency or any third party.
7.4 AS-IS. UR VILLAGE, LLC EXPRESSLY ACKNOWLEDGES AND
AGREES THAT THE SIGN IS BEING SOLD AND ACCEPTED ON AN "AS-IS, WHERE- IS" BASIS, AND IS BEING ACCEPTED WITHOUT ANY REPRESENTATION OR WARRANTY. IF UR VILLAGE, LLC ELECTS TO PROCEED WITH THE PURCHASE OF HEY OBECCONS WHICHS
THE SIGN, ANY OBJECTIONS WHICH UR VILLAGE, LLC MAY HAVE WITH
RESPECT TO THE SIGN (INCLUDING, WITHOUT LIMITATION, ANY
ENVIRONMENTAL MATTERS, HAZARDOUS SUBSTANCES, WASTES OR TOXIC
MATERIALS THAT MAY BE LOCATED ON, UNDER OR ABOUT THE SIGN, WHETHER KNOWN OR UNKNOWN) SHALL BE WAIVED BY UR VILLAGE, LLC.
7.5 Past Uses. UR VILLAGE, LLC EXPRESSLY ACKNOWLEDGES AND AGREES AS PART OF ITS ACCEPTANCE OF THE SIGN ON AN "AS-IS, WHERE-IS"
BASIS THAT UR VILLAGE, LLC IS AWARE OF ALL PRIOR USES OF THE SIGN THAT MAY LEAD TO CONTAMINATION OF THE SIGN. UR VILLAGE, LLC HASOBTAINED
AND READ ALL ENVIRONMENTAL ASSESSMENTS REGARDING THE SIGN WHICH
A REASONABLY DILIGENT UR VILLAGE, LLC WOULD HAVE OBTAINED PRIOR TO THE PURCHASE THEREOF. UR VILLAGE, LLC ASSUMES ALL RESPONSIBILITY FOR
ANY CONTAMINATION THAT IS PRESENT ON THE SIGN DUE TO PRIOR AND/OR EXISTING USES OF THE SIGN.
7.6 Waivers. AS PART OF UR VILLAGE, LLC 'S AGREEMENT TO PURCHASE AND ACCEPT THE SIGN "AS-IS, WHERE-IS", AND NOT AS A
LIMITATION ON SUCH AGREEMENT, UR VILLAGE, LLC HEREBY
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UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY AND ALL ACTUAL OR
POTENTIAL RIGHTS UR VILLAGE, LLC MIGHT HAVE REGARDING ANY FORM OF
WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR TYPE, RELATING TO THE SIGN AND IT IMPROVEMENTS. SUCH WAIVER IS ABSOLUTE, COMPLETE, TOTAL AND UNLIMITED IN ANY WAY. SUCH WAIVER INCLUDES, BUT IS NOT
LIMITEDTO, A WAIVER OF EXPRESS WARRANTIES, IMPLIED WARRANTIES,
WARRANTIES OF FITNESS FOR A PARTICULAR USE, WARRANTIES OF
MERCHANTABILITY, WARRANTIES OF HABITABILITY, STRICT LIABILITY
RIGHTS AND CLAIMS OF EVERY KIND AND TYPE, INCLUDING, BUT NOT LIMITED
TO, CLAIMS REGARDING DEFECTS WHICH WERE NOT OR ARE NOT
DISCOVERABLE, PRODUCT LIABILITY CLAIMS, PRODUCT LIABILITY TYP
CLAIMS, ANY RIGHTS AND CLAIMS RELATING OR ATTRIBUTABLE TO
ENVIRONMENTAL CONDITIONS, ALL OTHER ACTUAL OR LATER CREATED OR
CONCEIVED OR STRICT LIABILITY OR STRICT LIABILITY TYPE CLAIMS AND RIGHTS.
UR VILLAGE, LLC HEREBY ACKNOWLEDGES THAT IT HAS READ AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH IS SET FORTH BELOW:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE
TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
BY INITIALING BELOW, UR VILLAGE, LLC HEREBY WAIVES THE
PROVISIONS OF SAID SECTION 1542 IN CONNECTION WITH THE MATTERS WHICH
ARE THE SUBJECT OF THE FOREGOING ACKNOWLEDGMENTS, WAIVERS AND RELEASES SET FORTH IN THIS ARTICLE 4.
BZ
UR Village, LLC's Initials
8. Miscellaneous.
(a) Entire Agreement. This Agreement sets forth the entire agreement between the Parties with respect to the matters set forth herein and supersedes any prior additional oral or written representations or agreements.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, when executed and delivered, shall together constitute one and the same instrument. The Parties may execute and exchange emailed counterparts of this Agreement (including by DocuSign) and such counterparts shall constitute originals for all purposes. (c) Legal Advice. Each of the Parties hereby warrants and represents it has obtained the advice of independent counsel of its own choosing, or hereby expressly waives that right, in connection with this Agreement.
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(d) Authority. Each of the Parties represents to the other that the person executing this Agreement for such party is acting on behalf of such party and is duly authorized to execute this Agreement for such party.
(e) Ratification. The Agreement is subject to the approval and ratification of the Successor Agency, the Countywide Oversight Board, and the Department of Finance and shall not be effective until all such approvals have been received
9. Digital and Counterpart Signatures. Each party to this Agreement intends and agrees to the use of digital signatures that meet the requirements of the California Uniform Electronic Transactions Act (Civil Code §§ 1633.1, et seq.), California Government Code § 16.5, and California Code of Regulations Title 2 Division 7 Chapter 10, to execute this Agreement. The parties further agree that the digital signatures of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures for purposes of validity, enforceability, and admissibility. For purposes of this section, a "digital signature" is defined in subdivision (d) of Section 16.5 of the Government Code and is a type of "electronic signature" as defined in subdivision (h) of Section 1633.2 of the Civil Code. This Agreement may be executed in any number of counterparts, each of which will be an original, but all of which together will onstitute one instrument. Each certified or authenticated electronic copy of an encrypted digita signature shall be deemed a duplicate original, constituting one and the same instrument and shal be binding on the parties hereto.
[SIGNATURES ON FOLLOWING PAGE.]
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IN WITNESS WHEREOF, the Parties have executed this Lease Termination and Sign Purchase Agreement as of the Effective Date first stated above.
UR VILLAGE, LLC:
UR VILLAGE, LLC,
a Delaware limited liability company
Bochao Zhan
By: Bochao Zhan (Nov 16, 2023 08:34 GMT+8)
Bochao Zhan, Manager
SUCCESSOR AGENCY:
THE CITY OF RIVERSIDE,
AS SUCCESSOR AGENCY TO THE
FORMER REDEVELOPMENT AGENCY OF THE CITY OF RIVERSIDE, a public entity City Manager
ATTEST:
By:_
City Clerk
on behalf of the Successor Agency
to the Former Redevelopment Agency
of the City of Riverside
APPROVED AS TO FORM:
Susan Wilson
By: Susan Wilson (Nov 15, 2023 17:29 PST)
Successor Agency General Counsel
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CITY OF RIVERSIDE,
a California charter city and municipal
corporation
By:
City Manager
Attest:
-
City Clerk
Approved as to Form:
susan Wilson
By: Susan Wilson (Nov 15, 2023 17:29 PST)
Assistant City Attorney
22-2017.5 SDW 11/09/23
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Exhibit A
Legal Description of the Premises
A portion of Parcel "E" as shown on a Certificate of Compliance, as recorded December 19, 2001 as Instrument Number 2001-630133, records of Riverside County, also being within Section 19, Township 2 South, Range 4 West, San Bernardino Base and Meridian, more particularly described as follows:
COMMENCING at the Northeasterly corner of Parcel "A" as shown on a Certificate of Compliance, recorded December 19, 2007 as Instrument Number 2001-630132, records of said County, said corner being on the Southerly 44.00 foot half-width sideline of Linden Street and the Southwesterly sideline of State Highway Route 60/215, as shown on said Certificate of Compliance;
THENCE along said State Highway sideline and the Northeasterly line of Parcels "A" and "1" as shown on said Certificate of Compliance South 39°0324" East, a distance of 640.97 feet to a point on the Northeasterly line of Parcel "E" as shown on said Certificate of Compliance, said point being the TRUE POINT OF BEGINNING THENCE South 50°56'36" West, a distance of 26.25 feet;
THENCE South 39°03'24" East, a distance of 17.58 feet;
THENCE North 50°56'36" East, a distance of 26.25 feet to the sideline of said State Highway Route 60/215;
THENCE along said sideline North 39°03'24" West a distance of 17.58 feet to the TRUE POINT OF BEGINNING.
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