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0 CITY OF SAN BERNARDINO
LICENSE AGREEMENT
This License Agreement (“Agreement”) is entered in this 20th day of July, 2026 (“Effective Date”) by the CITY OF SAN BERNARDINO, a charter city and municipal corporation organized and operating under the laws of the State of California with its principal place of business at Vanir Tower, 290 North D Street, San Bernardino, CA 92401 (referred to herein as “GRANTOR”) and INLAND VALLEY DEVELOPMENT AGENCY (IVDA), A California public agency with it’s principal place of business at 1601 East Third Street, San Bernardino, CA 924087 (referred to herein as "GRANTEE").
GRANTOR and GRANTEE are sometimes individually referred to as “Party” and collectively as “Parties.”
RECITALS
A. GRANTOR is the owner of certain real property located in San Bernardino County, California, generally known as the southwest corner of 3rd Street and Palm Avenue, San Bernardino, California and also known as Parcel A and B as described in Exhibit “A” Exhibit “B” attached hereto and incorporated herein (the “Property”).
B. GRANTEE desires to obtain from GRANTOR a revocable license and right of entry to use portions of the Property for the construction, installation, operation, maintenance, repair, and replacement of an airport gateway monument and related improvements utilizing repurposed aircraft fuselage components and related aviation display elements (collectively, the “Project”).
C. GRANTOR desires to grant to GRANTEE a non-exclusive revocable license and right of entry for the limited purposes described herein, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants hereinafter contained and for good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:
AGREEMENT
1. Grant of License and Right of Entry. GRANTOR hereby grants to GRANTEE and its officers, employees, contractors, consultants, agents, and invitees a non-exclusive revocable license and right of entry to enter upon and use the Property solely for the purposes of designing, constructing, installing, operating, maintaining, repairing, replacing, illuminating, and removing the Project and related improvements authorized under this Agreement. The rights granted herein are non-exclusive and subject at all times to the superior rights of GRANTOR. Nothing contained herein shall be construed to grant GRANTEE any leasehold, easement, ownership interest, or other real property interest in the Property.
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0 2. Condition of Property. GRANTEE acknowledges that it has independently inspected the Property and accepts the Property in its present “AS IS, WHERE IS” condition, with all faults, whether known or unknown. GRANTOR makes no representation or warranty, express or implied, regarding the condition of the Property or its suitability for the Project or GRANTEE’s intended use, including without limitation any warranty regarding access, utilities, environmental condition, subsurface condition, or compliance with applicable laws.
3. Term. The term of this Agreement shall commence upon the Effective Date and shall continue for an initial term of twenty-five (25) years unless earlier terminated pursuant to this Agreement. GRANTEE shall have two (2) options to extend the term for additional periods of ten (10) years each upon written notice to GRANTOR not less than one hundred eighty (180) days prior to expiration of the then-current term, provided GRANTEE is not in material default under this Agreement at the time of exercise.
4. License Fee. GRANTEE shall pay to GRANTOR an annual license fee in the amount of Five Hundred Dollars ($500.00), payable within thirty (30) days following each anniversary of the Effective Date.
5. Permitted Use and Improvements. The Property shall be used solely for the Project and related appurtenant improvements approved by GRANTOR. GRANTEE shall be solely responsible for the design, permitting, construction, installation, maintenance, repair, operation, replacement, and removal of all improvements associated with the Project. All improvements shall comply with all applicable federal, state, and local laws, regulations, codes, and ordinances, including all applicable Federal Aviation Administration (“FAA”) requirements, airport land use compatibility requirements, height restrictions, airspace regulations, obstruction standards, and any other aviation- related regulatory requirements applicable to the Project. Prior to commencement of construction, GRANTEE shall obtain all approvals and permits required by any governmental agency having jurisdiction over the Project.
6. Maintenance Obligations. GRANTEE shall maintain the Property and all Project improvements in a safe, clean, attractive, and orderly condition throughout the term of this Agreement. GRANTEE shall promptly repair any damage to the Property or improvements caused by GRANTEE, its employees, contractors, consultants, or invitees.
If GRANTEE fails to adequately maintain the Project after written notice and reasonable opportunity to cure, GRANTOR may perform such work and recover its reasonable costs from GRANTEE.
7. Revocation and Termination. This Agreement may be terminated:
(a) by mutual written agreement of the Parties;
(b) by either Party upon material breach by the other Party that remains uncured for sixty (60) days following written notice of such breach; 3 9
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0 (c) by GRANTOR if the Property is required for a municipal purpose, public improvement, transportation project, or other governmental necessity, upon not less than three (3) months prior written notice to GRANTEE; or (d) upon abandonment of the Project for a continuous period exceeding twelve (12) months.
Upon expiration or termination of this Agreement, GRANTEE shall remove the Project improvements and restore the Property to a condition reasonably acceptable to GRANTOR, ordinary wear and tear excepted, unless otherwise directed by GRANTOR.
GRANTOR may elect, in its sole discretion, to require that some or all improvements remain in place and become the property of GRANTOR.
8. Ownership of Improvements. Except as otherwise expressly provided herein, all monuments, signage, lighting, landscaping, hardscape, aviation display elements, and other improvements installed by GRANTEE on the Property pursuant to this Agreement shall remain the property of GRANTEE during the Term of this Agreement. GRANTEE shall be solely responsible for the maintenance, repair, replacement, and operation of the Improvements throughout the Term. Upon expiration or earlier termination of this Agreement, GRANTOR may elect, by written notice to GRANTEE, either: (a) to require GRANTEE to remove the Improvements and restore the Property in accordance with this Agreement; or (b) to retain some or all of the Improvements, in which case ownership of the retained Improvements shall automatically vest in GRANTOR without compensation to GRANTEE.
9. Utilities. GRANTEE shall be solely responsible, at its cost and expense, for obtaining and maintaining any utility services necessary for operation of the Project, including electrical service for monument lighting, signage, irrigation, or related improvements. Any utility connections, installations, or modifications shall be subject to prior written approval by GRANTOR and all applicable governmental and utility provider requirements.
10. Damage. In the event the Project or any improvements are damaged or destroyed by casualty, accident, vandalism, or other cause, GRANTEE shall promptly notify GRANTOR. GRANTEE shall, within a reasonable period of time, either repair and restore the damaged improvements at its sole cost and expense or remove the damaged improvements and restore the Property to a safe and reasonably clean condition. If GRANTEE fails to do so within a reasonable time following written notice from GRANTOR, GRANTOR may perform such work and recover its reasonable costs from GRANTEE or may terminate this Agreement.
11. Hazardous Materials. GRANTEE shall not cause or permit the use, storage, release, discharge, or disposal of any hazardous substance, hazardous material, hazardous waste, pollutant, contaminant, petroleum product, or toxic substance on or about the Property in violation of applicable law. GRANTEE shall ensure that all aircraft fuselage components, aviation display elements, coatings, paints, metals, and related materials incorporated into the Project comply with all applicable federal, state, and local 4 9
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0 environmental laws and regulations. If any hazardous materials are released, disturbed, or discovered as a result of GRANTEE’s activities, GRANTEE shall promptly notify GRANTOR and shall be solely responsible for all legally required investigation, remediation, removal, cleanup, and disposal activities arising from GRANTEE’s use of the Property.
GRANTEE shall indemnify, defend, and hold harmless the Grantor Parties from and against any and all claims, liabilities, damages, penalties, costs, losses, environmental response costs, remediation expenses, and attorneys’ fees arising out of or related to the release, discharge, storage, handling, transportation, existence, or disposal of hazardous substances, hazardous materials, pollutants, contaminants, petroleum products, or toxic substances caused by GRANTEE or any Grantee Parties in connection with the Project or use of the Property. The obligations set forth in this Section shall survive expiration or termination of this Agreement.
8. FAA Compliance. GRANTEE shall ensure that the Project and all Improvements comply with all applicable FAA regulations, obstruction evaluation requirements, airspace protections, height limitations, lighting requirements, airport land use compatibility requirements, and all other applicable aviation-related laws, regulations, standards, and approvals. GRANTEE shall obtain and maintain, at its sole cost and expense, all permits, approvals, determinations, and authorizations required by the FAA or any other governmental agency having jurisdiction over the Project. Any modification required by the FAA or other aviation authority to maintain compliance shall be performed by GRANTEE at GRANTEE’s sole cost and expense.
9. Default; Remedies. The occurrence of any of the following shall constitute a default under this Agreement: (a) failure of GRANTEE to pay any amounts due under this Agreement within ten (10) days after written notice; (b) failure of GRANTEE to maintain insurance required under this Agreement; (c) failure of GRANTEE to comply with applicable laws, FAA requirements, or governmental approvals applicable to the Project; (d) maintenance of unsafe conditions on the Property; (e) abandonment of the Project or cessation of operations for more than twelve (12) consecutive months; or (f) failure to perform any other material obligation under this Agreement within thirty (30) days after written notice from GRANTOR, or such additional time as may reasonably be required to cure provided GRANTEE diligently commences and prosecutes such cure. In addition to any other remedies available at law or in equity, GRANTOR may suspend GRANTEE’s rights under this Agreement, perform corrective work at GRANTEE’s expense, terminate this Agreement, or pursue any combination of such remedies. The rights and remedies of GRANTOR are cumulative and not exclusive.
10. Indemnification. To the fullest extent permitted by law, GRANTEE, its contractors, consultants, subcontractors, subconsultants, materialmen, suppliers, workers, successors, and assigns (collectively, the “Grantee Parties”) shall, and hereby does, agree to indemnify, defend, and hold harmless GRANTOR; and its elected and appointed officials, officers, directors, employees, agents, volunteers, successors, representatives, and assigns (collectively, the “Grantor Parties”), from and against all damages, claims, liabilities, settlements, penalties, fines, costs, expenses, losses, or 5 9
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0 attorney and consultant fees and costs (collectively “Damages”) incurred by GRANTOR to the extent that the same arise or result from or are caused by the acts or omissions of the Grantee Parties in connection with their use of this Property or the Project and/or in connection with the exercise of any other rights granted by this Agreement with respect to the Property or any part thereof; provided, however, that GRANTEE shall not be obligated to indemnify, defend, or hold harmless the Grantor Parties from and against any Damages to the extent that such Damages are caused by the sole negligence or willful misconduct of the Grantor Parties. Grantee’s indemnification obligation herein shall include, without limitation, the following: 1) any and all claims under workers’ compensation acts and other employee benefit acts with respect to GRANTEE’s employees or GRANTEE’s consultant’s employees arising out of the Project, 2) liability for damages for death or bodily injury to person, (3) injury to, loss or theft of property; and 3) any failure or alleged failure to comply with any provision of law.
11. Authority to Enter Agreement. GRANTOR warrants that it is the owner of the Property and that the undersigned is authorized to grant GRANTEE permission to enter onto the Property for the use specified in this Agreement. GRANTEE hereby warrants that the undersigned is authorized to execute this Agreement on behalf of GRANTEE.
12. Liens. GRANTEE shall not permit to be placed against the Property, or any part thereof, any design professionals’, mechanics’, materialmen’s contractors’ or subcontractors’ liens with regard to GRANTEE’s actions upon the Property. GRANTEE agrees to hold GRANTOR harmless for any loss or expense, including reasonable attorneys’ fees and costs, arising from any such liens which might be filed against the Property.
13. Compliance with Laws/Permits. GRANTEE shall, in all activities undertaken pursuant to this Agreement, comply and cause its contractors, agents and employees to comply with all federal, state and local laws, statutes, orders, ordinances, rules, regulations, plans, policies and decrees.
14. Inspection. GRANTOR and its representatives, employees, agents or independent contractors may enter and inspect the Property or any portion thereof or any improvements thereon at any time and from time to time at reasonable times to verify GRANTEE’s compliance with the terms and conditions of this Agreement.
15. Not Real Property Interest. It is expressly understood that this Agreement is not exclusive and does not in any way whatsoever grant or convey any permanent easement, lease, fee or other interest in the Property to GRANTEE.
16. Insurance. GRANTEE shall comply with the insurance provisions attached hereto as Exhibit “C” and incorporated herein.
17. Notices. All notices, requests, demands, consents, approvals, or other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered upon personal delivery, one (1) business day after deposit with a 6 9
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0 nationally recognized overnight delivery service, or three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed as follows:
To GRANTOR:
City of San Bernardino
290 North D Street
San Bernardino, California 92401
Attn: Eric Levitt, City Manager
To GRANTEE:
Inland Valley Development Agency (IVDA), Michael Burrows CEO, 1601 East Third Street, San Bernardino, CA 92408.
Either Party may change its notice address by written notice to the other Party.
18. Waiver. No waiver by either Party of any breach or default under this Agreement shall constitute a continuing waiver or a waiver of any subsequent breach or default. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision.
19. Assignment. This Agreement and the rights granted herein are personal to GRANTEE. GRANTEE shall not assign, transfer, sublicense, encumber, or otherwise convey this Agreement or any rights hereunder, whether voluntarily, involuntarily, by operation of law, merger, change of control, or otherwise, without the prior written consent of GRANTOR, which consent may be withheld in GRANTOR’s sole discretion. Any attempted assignment or transfer without such consent shall be void and shall constitute a material breach of this Agreement.
20. Entire Agreement. This Agreement is the result of negotiations between the Parties. This Agreement is intended by the Parties as a full and final expression of their understanding with respect to the matters contained in this Agreement.
21. Amendment; Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
22. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
23. Attorneys’ Fees, Governing Law, Venue. In the event of a dispute between the Parties with respect to the terms or conditions of this Agreement, the prevailing Party shall be entitled to collect from the other its reasonable attorneys’ fees as established by the judge or arbitrator presiding over such dispute. This Agreement shall be governed by the laws of the State of California. California Venue shall be in San Bernardino County. 7 9
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0 24. Electronic Signature. Each Party acknowledges and agrees that this Agreement may be executed by electronic or digital signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.
25. Counterparts. This Agreement 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.
IN WITNESS WHEREOF, the Parties hereto have executed this License Agreement on the date first written above.
GRANTOR
CITY OF SAN BERNARDINO
APPROVED BY:
Eric Levitt
City Manager
ATTESTED BY:
Telicia Lopez, CMC
City Clerk
APPROVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
GRANTEE
INLAND VALLEY DEVELOPMENT
AGENCY (IVDA)
Signature
Michael Burrows, CEO
Legal Attest for IVDA
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0 EXHIBIT A
DESCRIPTION/ DEPICTION OF PROPERTY
The Property consists of two City-owned parcel areas at the southwest corner of 3rd Street and Palm Avenue in San Bernardino, California, situated within the City of San Bernardino and being a portion of Lot 4, Block 68, Rancho San Bernardino, as recorded in Book 7, Page 2 of Maps, Records of San Bernardino County. Parcel A, identified as the Corner Gateway Feature Area, contains approximately 5,301 square feet and is located at the northwest quadrant of the 3rd Street and Palm Avenue intersection, as surveyed by Bonadiman & Associates, Inc. on February 12, 2026. Parcel B, identified as the Southwest Corner Monument Area, contains approximately 9,914 square feet and is located along the Palm Avenue frontage south of 3rd Street within the City of San Bernardino, as surveyed by Bonadiman & Associates, Inc. on February 23, 2026. Together, Parcel A and Parcel B total approximately 15,215 square feet. The Property is located adjacent to IVDA’s Parcel “B-1C East,” which lies to the south and west of the proposed area. Full legal descriptions and plats prepared by Bonadiman & Associates, Inc., including the legal plat for 3rd Street and Palm Avenue, San Bernardino Portion, Job No. 255250, are to be attached and incorporated herein.
[ATTACHED]
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0 EXHIBIT "A"
3RD STREET AND PALM AVENUE DEDICATION
SAN BERNARDINO PORTION
LEGAL DESCRIPTION
PARCEL A:
In the City of San Bernardino, County of San Bernardino, State of California, being a portion of Lot 4, Block 68 Rancho San Bernardino, per plat recorded in Book 7, Page 2 of Maps, Records of said County, described as follows:
Commencing at the intersection of 3rd Street and Palm Avenue, thence South 00°52'21" East along the center line of Palm Avenue, 50.10 feet; thence North 87°17'22" West,
48.28 feet to the TRUE POINT OF BEGINNING; thence South 00°39'59" East, 114.15 feet to the beginning of a non-tangent having a radial bearing North 63°36'13" East; thence, northerly along said nontangent curve, having a radius of 256.00 feet, through a central angle of 39°34'33", an arc length of 176.83 feet; thence South 87°17'22" East, 123.88 feet to the TRUE POINT OF BEGINNING.
The land described herein contains approximately 5,301 S.F.
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0 PARCEL B:
In the City of San Bernardino, County of San Bernardino, State of California, being a portion of Lot 4, Block 68 Rancho San Bernardino, per plat recorded in Book 7, Page 2 of Maps, Records of said County, described as follows:
Commencing at the intersection of 3rd Street and Palm Avenue, thence South 00°52'21" East along the center line of Palm Avenue, 247.45 feet; thence South 89°07'39" West,
59.16 feet to the TRUE POINT OF BEGINNING; thence South 89°07'39" West, 6.73 feet; thence North 43°59'06" West, 256.73 feet; thence North 02°42'38" East, 9.86 feet to the beginning of a nontangent curve having a radial bearing North 10°44'47" East; thence, easterly along said nontangent curve, having a radius of 250.00 feet, through a central angle of 8°00'41", an arc length of 34.96 feet; thence South 16°34'43" East, 6.60 feet; thence, South 66°55'24" East, 20.99 feet; thence North 75°07'58" East, 8.84 feet to the beginning of a non-tangent curve having a radial bearing North 26°08'13" East; thence, easterly along said non-tangent curve, having a radius of 250.00 feet, through a central angle of 12°59'19", an arc length of 56.67 feet to the beginning of a compound curve concave southerly having a radius of 200.00 feet; thence easterly along said compound curve, through a central angle of 47°20'00", an arc length of 165.22 feet to the TRUE POINT OF BEGINNING.
The land described herein contains approximately 9,914 S.F.
See EXHIBIT "B" for plat depicting the property described herein.
This legal
description
was prepared
by me or
under my
direction.
2/23/2026
DATE
__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
Edward J. Bonadiman, P.L.S.
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0 EXHIBIT B
DESCRIPTION OF ACTIVITY TO BE CONDUCTED ON PROPERTY
GRANTEE may use the Property solely for the design, construction, installation, operation, maintenance, repair, replacement, illumination, and removal of an airport gateway monument and point of entry feature for the San Bernardino International Airport. The monument is anticipated to consist of repurposed commercial airplane fuselage components, including wings and/or tail sections, and related aviation display elements positioned to serve as a distinctive visual landmark and wayfinding feature for travelers and visitors approaching the airport from the west and north.
Following City Council approval and execution of this Agreement, GRANTEE will proceed with monument design, engineering, permitting, environmental review, construction, installation, operation, and maintenance at its sole cost and expense. GRANTEE shall obtain all required local, state, and federal approvals, including applicable building permits, aesthetic or design review approvals, and any required Federal Aviation Administration height, obstruction clearance, airspace, or other aviation-related approvals due to the Project’s proximity to the airport. A public ribbon cutting or dedication ceremony is anticipated following completion of the monument.
[ATTACHED]
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14 EXHIBIT C
INSURANCE PROVISIONS
The GRANTEE shall obtain, and shall require any consultant or contractor entering the Property on its behalf to obtain insurance of the types and in the amounts described below and satisfactory to the GRANTOR.
A.Commercial General Liability Insurance. The GRANTEE shall maintain occurrence version commercial general liability insurance or equivalent form with a combined single limit of not less than two million dollars ($2,000,000) per occurrence and the general aggregate limit not less than four million dollars ($4,000,000). Such insurance shall:
1. Include the GRANTOR its officials, officers, employees, agents, and consultants as additional insureds with respect to the use of the Property and shall contain no special limitations on the scope of coverage or the protection afforded to the additional insureds;
2. Be primary with respect to any insurance or self-insurance programs covering the GRANTOR, its officials, officers, employees, agents and consultants; and
3. Contain standard separation of insured provisions.
4. Contain a waiver of subrogation that waives any right the insurer has against GRANTOR for any claims or suits.
B.Workers' Compensation Insurance. The GRANTEE shall
maintain workers' compensation insurance with statutory limits and employers' liability insurance with limits of not less than one million dollars ($1,000,000) per occurrence.
C.Automobile Liability. GRANTEE shall maintain automobile liability insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City with limits of not less than one million dollars ($1,000,000) combined single limit.
D.Certificates of Insurance. The GRANTEE shall, prior to entering the Property, furnish the GRANTOR with properly executed certificates of insurance and, if requested by the GRANTOR, certified copies of endorsements and policies, which clearly evidence all insurance required under this Agreement and provide that such insurance shall be not canceled, allowed to expire or be materially reduced in coverage, except on thirty (30) days' prior written notice to the GRANTOR. The GRANTOR shall have the sole discretion to determine whether the certificates and endorsements presented comply with the provisions of this Agreement.
15 E.Coverage Maintenance. The GRANTEE shall replace certificates, policies and endorsements for any insurance expiring prior to the termination of this Agreement. Unless otherwise provided for in this Agreement, the GRANTEE shall maintain such insurance from the execution of this Agreement until completion of the agreed use of the GRANTOR’s property is complete and the Property is fully restored, except as otherwise provided in this Agreement.
F.Licensed Insurer. The GRANTEE shall place such insurance with insurers having A.M. Best Company ratings of no less than A:VIII and licensed to do business in California, unless otherwise approved, in writing, by the GRANTOR.