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HomeMy WebLinkAbout2006-329 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 2006-329 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING A LICENSE AGREEMENT REGARDING OFF-SITE ELECTRONIC MESSAGE CENTER FREEWAY SIGN FOR ARROWHEAD CREDIT UNION PARK AND ACCEPTING A DEED FOR A PARCEL OF LAND FROM ARROWHEAD CENTRAL CREDIT UNION BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: SECTION 1. The Mayor of the City of San Bernardino is hereby authorized and directed to execute on behalf of said City a license agreement regarding an offsite electronic message center freeway sign at Arrowhead Credit Union Park. A copy of said license agreement is attached as Exhibit "1", and is incorporated herein. SECTION 2. The authorization to execute the above-referenced license agreement is rescinded if the parties to the agreement fail to execute it within sixty (60) days of the passage of this resolution. III 11/ 11/ 11/ 11/ III 11/ 11/ 11/ . 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO APPROVING A LICENSE AGREEMENT REGARDING OFF-SITE ELECTRONIC MESSAGE CENTER FREEWAY SIGN FOR ARROWHEAD CREDIT UNION PARK AND ACCEPTING A DEED FOR A PARCEL OF LAND FROM ARROWHEAD CENTRAL CREDIT UNION I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor joint and Common Council of the City of San Bernardino at a regular meeting thereof, held on the 18th day of September ,2006, by the following vote, to wit: Council Members: AYES NAYS ABSTAIN ABSENT ESTRADA ~ - BAXTER x - - VACANT - - DERRY x - KELLEY x - JOHNSON x - - MCCAMMACK x - - !J(}Iff/~YYjfr&icJ., ~~ City Clerk rr The foregoing resolution is hereby approved this ,,J 6 'f....- day of September, 2006. ~.,,"""""""'-~ . Morris, M~ City of San Bernardino Approved as to Form: 25 JAMES F. PENMAN, City Attorney ~,? By: ldA.-.. 26 Ii 27 U 28 2006-329 LICENSE AGREEMENT REGARDING OFF-SITE ELECTRONIC MESSAGE CENTER FREEWAY SIGN FOR ARROWHEAD CREDIT UNION PARK THIS LICENSE AGREEMENT (the "Agreement'') is entered into and effective as of September 18, 2006, at San Bernardino County, California, by and between the City of San Bernardino, a municipal corporation and a charter city, ("City''), and Arrowhead Central Credit Union, a State chartered credit union, ("Owner''), on the basis of the recitals set forth below. RECITALS A. Owner is the owner of that real property in San Bernardino County, California, more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (the "Real Property''). The Real Property is situated near the Arrowhead Credit Union Park (the "Park''). B. City and Owner (collectively, the "Parties'') have determined that an Off-Site Electronic Message Center Freeway Sign (the "Sign'') is necessary to increase awareness ofthe Park. C. Increased awareness of the Park will result in increased sales and will thereby benefit both Owner and City through increased sales tax revenue. D. This Agreement is intended to set forth the terms and conditions regarding the development, maintenance and use of the Sign on the Real Property. E. In addition to increased sales tax revenue, City will receive benefits from this Agreement in the form of (i) increased use of the adjacent sports facility owned by City; (ii) revenue sharing from the Sign; and (iii) the City's opportunity to display community-oriented messages, informational announcements, and to promote the overall positive image of the City of San Bernardino on the Sign - all as set forth in this Agreement. F:\EMPENO\FD ACCU City sign license agr FINAL 9. 1 4.06.doc 2006-329 F. On June 20, 2005, the Mayor and Common Council of the City approved Development Code Amendment No. 04-02 and Conditional Use Permit No. 04-06, to allow construction of the Sign on the Real Property. G. Both Development Code Amendment No. 04-02 and Conditional Use Permit No. 04-06 require that the Sign be subject to a license agreement with the City as approved by the City's Mayor and Common Council. H. This Agreement satisfies that requirement for a license agreement as stated in Development Code Amendment No. 04-02 and Conditional Use Permit No. 04-06. AGREEMENT IT IS HEREBY AGREED, on the basis of the foregoing facts and for valuable consideration, the receipt and sufficiency of which are acknowledged, as follows: 1. Real Property Matters. The Real Property consists of two (2) separate legal parcels. As indicated on Exhibit "A" these parcels shall be referred to herein as "Parcel A" and "Parcel B." The Sign will be constructed on Parcel A. 1.1 Convevance of Parcel B. Prior to the Commencement Date (as hereinafter defined), Owner will convey Parcel B to City pursuant to the grant deed attached hereto as Exhibit "B" (the "Parcel B Deed"). Except as expressly stated in the Parcel B Deed, the conveyance will be without any express or implied representations and/or warranties by Owner. This conveyance is for the sole purpose of placing title to Parcel B in the City's name so that the provisions of this Agreement will constitute covenants that run with the land as to Parcel A and Parcel B. Except as expressly stated in this Agreement to the contrary, City shall have no right to (and City shall not) transfer, convey, assign, encumber, enter upon or use any portion of Parcel B. During City's ownership of Parcel B, (a) City shall not create or permit any lien, claim or title exception to arise as to Parcel B without Owner's F:\EMPENO\FD ACCU City sign license agr FINAL 9.14-06.doc - 2 - 2006-329 express prior written consent; and (b) ifrequested in writing by Owner, City shall promptly execute and deliver easements and other documents applicable to Parcel B. 1.2 License Granted. During the City's ownership of Parcel B, City hereby grants Owner a license to access, enter upon and use Parcel B at any time for the purposes of constructing, inspecting, repairing, or maintaining the Sign. No fee or other charge shall be payable to the City in connection with the license. 1.3 Memorandum of License Aneement. Attached hereto as Exhibit "C" is a Memorandum of License Agreement (the "Memorandum'). Concurrently with Owner's execution of the Parcel B Deed, Owner and City shall execute (with signatures duly notarized) the Memorandum. Concurrently with the recordation of the Parcel B Deed, the Parties shall cause the Memorandum to be recorded in the Office of the San Bernardino County Recorder (immediately following the Parcel B Deed). 1.4 Reconvevance of Parcel B. Within thirty (30) days after the expiration or the termination of the Term (as hereinafter defined), City shall convey Parcel B to the person and/or entity that then owns Parcel A, pursuant to a grant deed in the form of Exhibit "D" attached hereto (the "Parcel B Reconveyance Deed'). City shall cause title to Parcel B to be free and clear of all exceptions to title other than those that existed when Owner conveyed Parcel B to City. 1.5 Termination of Memorandum. Concurrently with City's execution of the Parcel B Reconveyance Deed, City and the then Owner of Parcel A shall execute (with signatures duly notarized) a notice of termination of the Memorandum in the form of Exhibit "E" attached hereto (the "Termination of Memorandum'j. Concurrently with the recordation of the Parcel B Reconveyance Deed, the Parties shall cause the Termination of Memorandum to be recorded in the Office of the San Bernardino County Recorder (immediately preceding the Parcel B Reconveyance Deed). F:\EMPENO\FD ACCU City sign license agr FINAL 9-14-06.doc - 3 - 2006-329 1.6 Costs and Fees. Recording costs, documentary transfer taxes and other out of pocket expenses incurred in connection with the subsections set forth above shall be paid fifty percent (50%) by City and (50%) by Owner. 1. 7 Covenants Run with the Land. The provisions of this Agreement shall constitute covenants that run with the land and shall be binding upon and inure to the benefit of the current and future owners of Parcel A and Parcel B during such ownership. 2. Commencement Date. As used in this Agreement, the "Commencement Date" shall be the date on or by which all of the following matters have occurred: (a) City has issued Building Permit(s) for construction of the Sign (b) Owner has notified City in writing that the Sign has been fully constructed, tested and is ready for immediate commercial use; and (c) City has approved Final Inspection of the construction of the Sign. 3. Term. The term of this Agreement (the "Term") shall commence on the execution of this Agreement and expire twenty (20) years thereafter, unless terminated sooner pursuant to Paragraph 8, herein. 4. Sil!n Installation. A. Owner agrees to install and maintain in good condition for twenty (20) years from the date of this Agreement, the Sign visible to motorists on 1-215 as approved by the City with Conditional Use Permit No. 04-06. Should Owner sell the Sign, then City agrees that Owner may also, without City's further consent, assign and transfer this Agreement and all obligations of both City and Owner hereunder. B. Such sign shall be subject to all licenses and permits and approval of all applicable governmental agencies which approvals shall not be unreasonably withheld. As of the F:\EMPENO\FD Aceu City sign license agr FINAL 9-14-06.doc - 4 - 2006-329 Commencement Date of this Agreement, City acknowledges that the sign complies with all applicable ordinances, orders, and all other requirements ofthe City. C. City shall have no responsibility whatsoever for the selection of the contractors, for the construction work on said Sign, nor responsibility for the finished product. D. Owner hereby agrees to comply with all applicable laws, statutes, ordinances or regulations of every level of govermnent, which affect the installation, maintenance, and use of said Sign during the term of this Agreement. s. City Use of Sil!o. For the twenty (20) year term of this Agreement, the City shall be permitted the right to use the Sign three (3) minutes per every hour of airtime on a "use it or lose it" basis. City shall have no right to accumulate any unused airtime. Owner may grant additional airtime to City at Owner's sole discretion. The City may use its allotment of time for various community-oriented messages, informational announcements, and to promote the overall positive image of the City of San Bernardino. All other uses of the Sign shall be at Owner's sole and absolute discretion in accordance with the provisions of this Agreement and all applicable Federal, State and local laws and regulations. In the event the City does not have a sufficient number of community oriented announcements, informational messages, or positive image advertisements to use the City's entire minutes of time allotted, the City may, at its option and sole discretion, relinquish its rights to any or all of the unused portion of the City's allocated time to the Owner for its usage as it deems fit and proper without any further compensation due to City. Further, City may not sell or otherwise allow any of its allotted time to be used by any other third party without the express written consent of Owner, which consent may be withheld in Owner's sole and absolute discretion. F:\EMPENO\FD ACCU City sign license agr FINAL 9-14-06.doc - 5 - 2006-329 All uses of the Sign by the City will be submitted to the Owner by the City Manager in a medium and format acceptable to Owner and provided at the City's sole expense. The City Manager may submit the City's messages and announcements to Owner, or designee, for re- programming of the Sign twice per month, generally on the I st day and the 15th day of each month. If however, the 1st or 15th day falls on a Friday, Saturday, or Sunday, then the deadline for submittal of all advertising copy and messages shall be the following Monday by 5:00 p.m. 6. Revenue Sharlne. Owner shall pay the City of San Bernardino in accordance with the following schedule. Years are measured from the Commencement Date. Years Amount 1-3 $3,000 Annually 4-5 $4,000 Annually 6-15 $5,000 Annually 16-20 $6,000 Annually Revenue sharing shall constitute payment for all rights provided to City, under this Agreement and for the operation of sign. Fees shall be due and payable thirty (30) days after the first anniversary date of this agreement and then on said date for each year of this agreement. Payments shall be delivered to: City of San Bernardino Attention: City Manager's Office 300 N D Street San Bernardino, CA 92408 7. Slen Content. Owner and City agree to comply with all applicable laws, rules, ordinances and regulations concerning the content of any and all messages displayed on the Sign. Further, F:\EMPENO\FD ACCU City sign license agr FINAL 9-14-06.doc - 6 - 2006-329 Owner agrees not to display messages with content advertising adult entertainment, tobacco products or alcoholic beverages, with the exception that Owner may advertise events or other functions that are sponsored by companies affiliated with alcoholic beverages. City and Owner agree to meet at least once a year to, in good faith, negotiate and discuss the ban on allowing alcoholic beverages advertisements and content. Owner shall have at its sole option and discretion the right to approve any and all content of messages to be displayed on the Sign in accordance with the provisions of this Agreement and all applicable Federal, State and local laws and regulations. 8. Termination. This Agreement may be terminated at any time by thirty (30) days written notice by Owner. City may terminate this Agreement only upon material breach of the Agreement by Owner and then only after City has provided notice to Owner of the breach and a reasonable opportunity for Owner to cure the breach. An opportunity shall be considered reasonable if Owner is afforded at least 30 days to cure any alleged breach except that as to any breach related to sign content, Owner shall immediately cure the breach upon notice provided by City. The terms ofthis contract shall remain in force unless mutually amended. In the event of termination of this Agreement, Owner shall remove the Sign within 30 days. 9. Indemnitv. Owner hereby agrees to indemnify, defend, and hold harmless the City and the Economic Development Agency, their officers, agents, and employees from and against any and all liability, expense and claims for damages of any nature whatsoever, including but not limited to, costs, bodily injury, death, personal injury, or property damage (including, without limitation, reasonable costs of defense and reasonable attorney's fees), asserted by a third party, arising out of or related to Owner in its performance of this Agreement, or from any of Owner's message F:\EMPENO\FD ACCU City sign license agr FINAL 9-14-06.doc - 7 - 2006-329 content, except that such duty to indemnify, defend, and hold harmless shall not apply where injury to person or property is caused by the City's willful misconduct or negligence. City hereby agrees to indemnify, defend, and hold harmless the Owner and their officers, agents, and employees from and against any and all liability, expense and claims for damages of any nature whatsoever, including but not limited to, costs, bodily injury, death, personal injury, or property damage (including, without limitation, reasonable costs of defense and reasonable attorney's fees), asserted by a third party, arising out oforrelated to City's performance of this Agreement or from any of City's message content, except that such duty to indemnify, defend, and hold harmless shall not apply where injury to person or property is caused by the Owner's willful misconduct or negligence. City may access Owner's property (Parcel A) on which the Sign is located, upon Owner's prior written consent, to perform maintenance to or for any easement or other right of way that the City may have. City agrees to indemnify, defend and hold harmless the Owner and its employees, agents and assigns with respect to any and all claims, losses, damages, liabilities and expenses suffered by any of the parties in connection the City's entrance upon and access to Owner property. 10. Insurance. While not restricting or limiting the foregoing, during the term of this Agreement. Owner shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the City's Risk Manager prior to undertaking any work under this Agreement. City shall be set forth as an additional named F:\EMPENO\FD ACCU City sign license agr FINAL 9-14-06.doc - 8 - I 2006-329 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the City shall require the insurer to notify City of any change or termination in the policy. 11. Non-Discrimination. In the performance of this Agreement and in the hiring and recruitment of employees, Owner shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, ethnic background or country of origin. 12. No Emplovment. Owner shall perform work tasks provided by this Agreement but for all intents and purposes, Owner shall be an independent contractor and not an agent or employee of the City. 13. Notices. Notices given pursuant to this Agreement shall be in writing and deposited with the United States Postal Service postage prepaid and addressed as follows: To the City: City Manager City of San Bernardino 300 North D Street San Bernardino, CA 92418 To Owner: Arrowhead Central Credit Union Attn: Legal/Compliance Dept. 550 E. Hospitality Lane, Ste. 200 San Bernardino, CA 92408 Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. 14. Mediation and Arbitration. If a dispute, claim or controversy arises out of or related to this Agreement, or the breach thereof, the parties agree first to try in good faith to settle the dispute by mediation before resorting to arbitration. Should the parties fail to settle the matter by mediation, then any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, F:\EMPENO\FD ACCU City sign license agr FINAL 9-14-06.doc - 9 - 2006-329 interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the City of San Bernardino and administered by Judicial Arbitration Mediation Services (JAMS), Inland Empire, pursuant to its Comprehensive Arbitration Rules and Procedures or Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 15. Attornevs' Fees. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party in the suit shall be entitled to recover, as an element of costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court. The prevailing party shall be the party entitled to recover its costs of suit, regardless of whether such suit proceeds to final judgment. A party not entitled to recover its costs shall not be entitled to recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for the purposes of determining if a party is entitled to recover costs or attorneys' fees. The costs, salary and expenses of the City Attorney or members of his office shall be considered attorneys' fees for the purposes of this Agreement. The costs, salary and expenses of Owner's in-house legal counsel shall be considered attorneys' fees for the purposes of this Agreement. 16. Miscellaneous. Each and all of the provisions hereof shall be binding upon and inure to the benefit of all successors and assigns. This Agreement may not be recorded except with the written permission of Owner. Each of the counterparts of this Agreement executed simultaneously herewith by all parties hereto shall be deemed an original of this Agreement. This Agreement constitutes the entire agreement between the parties and recites the entire consideration given and accepted by the parties, and no representations not expressed herein or endorsed hereon have been made by either party F:\EMPENO\FD ACCU City sign license agr FINAL 9-14-06.doc - 10 - 2006-329 or agents. This Agreement may be modified in writing only, signed by the parties at the time of the modification. The invalidity of any provision of this Agreement shall in no way affect the validity of any other provision hereof. ill ill F:\EMPENO\FD Aceu City sign license agr FINAL 9-14-06.doc - 11 - 2006-329 LICENSE AGREEMENT REGARDING OFF-SITE ELE4CTRONIC MESSAGECENTER FREEWAY SIGN FOR ARROWHEAD CREDIT UNION PARK IN WITNESS WHEREOF the Parties have executed this Agreement on the day and date first shown above. ATTEST: CITY OF SAN BERNARDINO By: (~~fL C2~ ~ () Racljel C~~,_ City Clerk. h. .~ X)il!() C{k.eu Y YiLe ilin VI J.Y!/)) ~ ATTEST: - TV BY~~ Pa 'ck Mom, ayor ARROWHEAD CENTRAL CREDIT UNION By: APPROVED AS TO FORM : James F. Penman City Attorney F:\EMPENO\FD ACCU City sign license agr FINAL 9-14-06.doc - 12 - ,I , , Exhibit "A" 2006-329 RECORDING REQUESTED BY , C;jt: of ~W~ot ",oomOd on qj~;}.{)()1p ~;(Xp147gh has not been compared I\~th original. SAN BERNARDINO COUNTY "_'4~~__._____~____.. WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO NAME Arrowhead Central Credit Union c/o LegaVCompllance Dep!, ADDRESS 550 E. Hospitality Lane, Ste. 200 ~~:;'E & ZIP San Bernardino, CA92408 GRANT DEED mLE ORDER NO. ESCROW NO. APN NO. 0136-084-04-0000 & 0136-084-05-0000 THE UNDERSIGNED GRANTOR(s) DECLARE(s) DOCUMENTARY TRANSFER TAX is $ 0 pe' RTC S 11925(d) CITY TAX $ 0 o computed on full value of property conveyed. or computed on full value less value of liens or encumbrances remaining at time of sale. o Unincorporated area: 0 City of ,and ~ -rh16 1$ h Lffed- i2Yl in/~"..CDpora:h., rY'aJl'J" ~r. FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged. r- ARROIM-lEAD FINANCIAL GROUP, INC., a corporation organized and existing under and by virtue of the laws of the State of California hereby GRANT(s) to ARROWHEAD CENTRAL CREDIT UNION, a corporation organized and existing under and by virtue of the laws of the State of California the following described real property in the County of SAN BERNARDINO State of California See Exhibit "A" Dated AUGUST 31, 2006 This documenrlilecl for record ~ Commonweallf1l.and Tille Comjjany . .. iCconvnodation only. It has not '-l .x.aminedas D lis wcullon or . D ill; elfect UjlOI1Ihe 1llle. STATE OF CALIFORNIA } COUNTY OF } S.S. ON (here inse name and r e ,. personally known 10 me (er ~re.e~ I. .....R t~. ~~q. .".;_.nw) 10 be the pers.9lllil whose nam~ i a subscribed 10 the withi struma"t and acknowledged to me tha he xecuted the same in.bii;.l.ba~uthorized ca aci Ie ,and that by . ~heir ignatureUl.Pn the instrument the pers~, or e entity upon behalf of which the persQ!lW) acted,executed the instru- ment. WITNESS my hand and official seal. b.fo~Llm;o/t 1f:~a~ /!bl/(mlf. j/t;ffty fJdJlti Signature~~, ~ ~~ J.- - - ~~=iit I Notary PubIc . CclIIornla $ _ _ _ ~~~:.~~~f . 2006-329 EXHIBIT "A" All that certain real property situated in the County of San Bernardino, State of California, described as follows: Lots 2 and 3 of Tract No. 1728, Walkinshaw Subdivision #2, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 34, Page 3 of Maps, in the office of the County Recorder of said County. Except that portion of Lot 3 conveyed to the State of California for public highway by deed recorded December 9,1955 in Book 3808, Page 9 of Official Records. Also, Except that portion of Lots 2 and 3 conveyed to the State of California by deed recorded October 19, 2005 as InstrurnentNo. 2005-0780662 of Official Records. , " Exhibit "B" 2006-329 RECORDING REQUESTED BY WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO NAME City of San Bernardino cia City Manager's Office ADDRESS 300 N, "D" Street CITY STATE & ZIP San Bernardino, CA 92408 GRANT DEED TITLE OROER NO, ESCROW NO, APN NO, 0136-084-04-0000 THE UNDERSIGNED GRANTOR(s) DECLARE(s) DOCUMENTARY TRANSFER TAX is $ 0 CITY TAX $ 0 o computed on full value of property conveyed, or computed on full value less value of liens or encumbrances remaining at time of sale, o Unincorporated area: 0 City of ,and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ARROWHEAD CENTRAL CREDIT UNION a corporation organized and existing under and by virtue of the laws of the State of California hereby GRANT(s) to CITY OF SAN BERNARDINO a municipal corporation and charter city the following described real property in the County of SAN BERNARDINO State of California as more fully described in the attached Exhibit "A" and as referenced in the Memorandum of License as "Parcel B" attached as Exhibit "8" ARROWH REDIT UNION ~. Dated SEPTEMBER 18, 2006 By: STATE OF CAt.J,FORNIA . COUNTY OF<.5a/1 &0'4.--el,... ON &ti~Y" ~. .;lOOt, (here insert name and title of the officer), personally appeared } }S.S. before me, CYt:Ir/tJ/le.. .K ff/::;Vtf/vQ,rc/i jjy'ary 'I?t.6I,c.. Larry ;C <;harp. pres. personally known to ~ (o~ W?"~~ In ...,.0 n.... Ih~ I.ssio. ~f ~at:.o.fs7"")' ......liAo....~e) to be~h person(f) whose name(/.~ subscribed to the within Instrument and acknowledged to me tha@s~y executed the same i hi h~r authorized cap~(.ies), and that by ~r signature(f) on the instrument the person(,), or the entity upon behalf of w ich the person\t) acted,executed the instru- ment. WITNESS my hand and official seal. Signature~Mh, {(~ ~CHAA\.om K. MARQUARDT CClITlI'IlIsIIon.1514655 Nolay PublIC . California ~ San Bernardino County MyConrn,~SepZl. :ml .' . 2006-329 EXHIBIT "A" All that certain real property situated in the County of San Bernardino, State of California, described as follows: Lot 3 of Tract No. 1728, Walkinshaw Subdivision #2, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 34, Page 3 of Maps, in the office of the County Recorder of said County. Except that portion of Lot 3 conveyed to the State of California for public highway by deed recorded December 9, 1955 in Book 3808, Page 9 of Official Records. Also, Except that portion of Lot 3 conveyed to the State of California by deed recorded October 19,2005 as Instrument No. 2005-0780662 of Official Records. :f' " Exhibit "e" 2006-329 Recording Requested By And When Recorded Return To: David A. Brewer, Esq. Moore, Brewer, Jones & Tyler 4180 La Jolla Village Dr., Suite 540 La Jolla, CA 92037 MEMORANDUM OF LICENSE AGREEMENT THIS MEMORANDUM OF LICENSE AGREEMENT (the "Memorandum") is entered into and effective as of September 18, 2006, at San Bernardino, California, by and between the CITY OF SAN BERNARDINO (City''), and ARROWHEAD CENTRAL CREDIT UNION ("Owner''), for the purpose of providing notice of the following matters: L Identification of Real Propertv. Owner is the owner ofthat real property situated in San Bernardino County, California, and identified as Parcel A in the legal description attached hereto as Exhibit "A" and incorporated herein by reference ("Parcel A ''). City is the owner of that real property situated in San Bernardino County, California, and identified as Parcel B in the legal description attached hereto as Exhibit "A" and incorporated herein by reference ("Parcel B''). Parcel A and Parcel B are collectively referred to herein as the "Real Property." 2. License Al!:reement. City and Owner have entered into a written License Agreement Regarding Off-Site Electronic Message Center Freeway Sign for Arrowhead Credit Union Park dated as of September 18, 2006 (the "License Agreement''). The License Agreement contains covenants which run with the Real Property and affect the use of the Real Property, all as set forth in the License Agreement. 3. Termination. This Memorandum shall be null and void and shall cease to impact the Real Property when City and Owner (or their respective successors in interest to the Real Property) execute and record with the San Bernardino County Recorder a written notice stating that the License Agreement has terminated (the "Termination of Memorandum''). 4. Interpretation. This Memorandum is solely for the purpose of providing notice of the foregoing matters. Nothing contained herein shall alter the terms and provisions of the License Agreement. 5. Warranty of Authoritv. Each person executing this Memorandum represents and warrants that he or she has full power and authority to do so that no other authorizations or approvals of any kind are necessary. .~ .... 2006-329 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date of this Memorandum. "City" The City of San Bernardino By Its rnardino "'Owner" Arrowhead Central Credit Union Ba~ 2 ,-- ,... ...' Exhibit "D" 2006-329 RECORDING REQUESTED BY WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO NAME ADDRESS CITY STATE & ZIP GRANT DEED TITLE ORDER NO, XXXX ESCROW NO, XXXXX APN NO, 0136-084-04-0000 THE UNDERSIGNED GRANTOR(s) DECLARE(s) DOCUMENTARY TRANSFER TAX is $ CITY TAX $ o computed on full value of property conveyed, or computed on full value less value of liens or encumbrances remaining at time of sale, D Unincorporated area: 0 City of ,and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CITY OF SAN BERNARDINO a ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,, organized and existing under and by virtue 01 the laws olthe State of California hereby GRANT(s) to )()()()()()()() a """"""",,,,,,,,,,,,,,,,,, organized and existing under and by virtue of the laws of the State of California the following described real property in the County of SAN BERNARDINO State of California as more fully described in the attached Exhibit "A" and as referenced in the Termination of Memorandum as "Parcel B" attached as Exhibit "B" CITY OF SAN BERNARDINO ~~~ By: Dated STATE OF CALIFORNIA COUNTY OF San Bernardino } }S,S. ON September 20, 2006 (here insert name and title of the officer), personally appeared befuffime, David M. Gutierrez, Notary Public P~~r;rk T Mnrr;~ personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(~ whose name(2:) isl1tDe subscribed to the within instrument and acknowledged to me that he/9heitblay executed the same in his/kedtbair authorized capacity(ies), and that by his/l1elIIt1lik signature(lI9 on the instrument the person(lll, or the entity upon behalf of which the person(1S) acted, executed the instru- ment. WITNESS my hand and official seal. //)~- Signatup(/ :~ . ) t~--- ------J . ~ .... M. G"",~' . Commission # 1671908 . Notary Public - Colifornla ~ San 8emardino County ir Jun 30 2010 ) ~ .~ 2006-329 EXHIBIT "A" All that certain real property situated in the County of San Bernardino, State of California, described as follows: Lot 3 of Tract No. 1728, Walkinshaw Subdivision #2, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 34, Page 3 of Maps, in the office of the County Recorder of said County. Except that portion of Lot 3 conveyed to the State of California for public highway by deed recorded December 9,1955 in Book 3808, Page 9 of Official Records. Also, Except that portion of Lot 3 conveyed to the State of California by deed recorded October 19, 2005 as Instrument No. 2005-0780662 of Official Records. I Exhibit "E" 2006-329 Recording Requested By And When Recorded Return To: David A. Brewer, Esq. Moore, Brewer, Jones & Tyler 4180 La Jolla Village Dr., Suite 540 La Jolla, CA 92037 TERMINATION OF MEMORANDUM OF LICENSE AGREEMENT THIS TERMINATION OF MEMORANDUM OF LICENSE AGREEMENT (the "Termination of Memorandum") is entered into and effective as of , at San Bernardino, California, by and between the CITY OF SAN BERNARDINO (City"), and ARROWHEAD CENTRAL CREDIT UNION ("Owner'~, for the purpose of providing notice of the following matters: 1. Identification of Real Pronertv. Owner is the owner of that real property situated in San Bernardino County, California, and identified as Parcel A in the legal description attached hereto as Exhibit "A" and incorporated herein by reference ("Parcel A'} City is the owner of that real property situated in San Bernardino County, California, and identified as Parcel B in the legal description attached hereto as Exhibit "A" and incorporated herein by reference ("Parcel B'~. Parcel A and Parcel B are collectively referred to herein as the "Real Property." 2. License Aereement. City and Owner entered into a written License Agreement Regarding Off-Site Electronic Message Center Freeway Sign for Arrowhead Credit Union Park dated as of , 2006 (the "License Agreement'~. City and Owner executed a Memorandum of License Agreement which was recorded in the Office of the San Bernardino County Recorder on , as Document No. (the "Memorandum'} 3. Termination. The License Agreement has terminated. The License Agreement and the Memorandum are null and void and no longer impact the Real Property. 4. Internretation. This Termination of Memorandum is solely for the purpose of providing notice of the foregoing matters. Nothing contained herein shall alter the terms and provisions of the License Agreement. 5. Warrantv of Authoritv. Each person executing this Termination of Memorandum represents and warrants that he or she has full power and authority to do so that no other authorizations or approvals of any kind are necessary. 2006-329 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date of this Memorandum. "City" The City of San Bernardino By Its ~ of San nardino "Owner" Arrowhead Central Credit Union ~ 2 2006-329 LICENSE AGREEMENT REGARDING OFF-SITE ELECTRONIC MESSAGE CENTER FREEWAY SIGN FOR ARROWHEAD CREDIT UNION PARK THIS LICENSE AGREEMENT (the "Agreement'') is entered into and effective as of , 2006, at San Bernardino County, California, by and between the City of San Bernardino, a municipal corporation and a charter city, ("City''), and Arrowhead Central Credit Union, a State chartered credit union, ("Owner''), on the basis of the recitals set forth below. RECITALS A. Owner is the owner of that real property in San Bernardino County, California, more particularly described in Exhibit "A" attached hereto and incorporated herein by reference (the "Real Property''). The Real Property is situated near the Arrowhead Credit Union Park (the "Park''). B. City and Owner (collectively, the "Parties'') have determined that an Off-Site Electronic Message Center Freeway Sign (the "Sign'') is necessary to increase awareness of the Park. C. Increased awareness of the Park will ~esult in increased sales and will thereby benefit both Owner and City through increased sales tax revenue. D. This Agreement is intended to set forth the terms and conditions regarding the development, maintenance and use of the Sign on the Real Property. E. In addition to increased sales tax revenue, City will receive benefits from this Agreement in the form of (i) increased use of the adjacent sports facility owned by City; (ii) revenue sharing from the Sign; and (iii) the City's opportunity to display community-oriented messages, informational announcements, and to promote the overall positive image of the City of San Bernardino on the Sign - all as set forth in this Agreement. F:\EMPENO\FD ACCU City sign license agr FINAL 9-14-06.doc 2006-329 F. On June 20, 2005, the Mayor and Common Council of the City approved Development Code Amendment No. 04-02 and Conditiona~ Use Permit No. 04-06, to allow construction of the Sign on the Real Property. G. Both Development Code Amendment No. 04-02 and Conditional Use Permit No. 04-06 require that the Sign be subject to a license agreement with the City as approved by the City's Mayor and Common Council. H. This Agreement satisfies that requirement for a license agreement as stated in Development Code Amendment No. 04-02 and Conditional Use Permit No. 04-06. AGREEMENT IT IS HEREBY AGREED, on the basis of the foregoing facts and for valuable consideration, the receipt and sufficiency of which are acknowledged, as follows: l. Real ProDertv Matters. The Real Property consists of two (2) separate legal parcels. As indicated on Exhibit "A" these parcels shall be referred to herein as "Parcel A" and "Parcel B." The Sign will be constructed on Parcel A. 1.1 Convevance of Parcel B. Prior to the Commencement Date (as hereinafter defined), Owner will convey Parcel B to City pursuant to the grant deed attached hereto as Exhibit "B" (the "Parcel B Deed'~. Except as expressly stated in the Parcel B Deed, the conveyance will be without any express or implied representations and/or warranties by Owner. This conveyance is for the sole purpose of placing title to Parcel B in the City's name so that the provisions of this Agreement will constitute covenants that run with the land as to Parcel A and Parcel B. Except as expressly stated in this Agreement to the contrary, City shall have no right to (and City shall not) transfer, convey, assign, encumber, enter upon or use any portion of Parcel B. During City's ownership of Parcel B, (a) City shall not create or permit any lien, claim or title exception to arise as to Parcel B without Owner's F:\EMPENO\FD ACCU City sign license agr FINAL 9-14..Q6.doc 2006-329 express prior written consent; and (b) if requested in writing by Owner, City shall promptly execute and deliver easements and other documents applicable to Parcel B. 1.2 License Granted. During the City's ownership of Parcel B, City hereby grants Owner a license to access, enter upon and use Parcel B at any time for the purposes of constructing, inspecting, repairing, or maintaining the Sign. No fee or other charge shall be payable to the City in connection with the license. 1.3 Memorandum of License Al!:reement. Attached hereto as Exhibit "e" is a Memorandum of License Agreement (the "Memorandum'l Concurrently with Owner's execution of the Parcel B Deed, Owner and City shall execute (with signatures duly notarized) the Memorandum. Concurrently with the recordation of the Parcel B Deed, the Parties shall cause the Memorandum to be recorded in the Office of the San Bernardino County Recorder (immediately following the Parcel B Deed). 1.4 Reconvevance of Parcel B. Within thirty (30) days after the expiration or the termination of the Term (as hereinafter defined), City shall convey Parcel B to the person and/or entity that then owns Parcel A, pursuant to a grant deed in the form of Exhibit "D" attached hereto (the "Parcel B Reconveyallce Deed'~. City shall cause title to Parcel B to be free and clear of all exceptions to title other than those that existed when Owner conveyed Parcel B to City. 1.5 Termination of Memorandum. Concurrently with City's execution of the Parcel B Reconveyance Deed, City and the then Owner of Parcel A shall execute (with signatures duly notarized) a notice of termination of the Memorandum in the form of Exhibit "E" attached hereto (the "Termination of Memorandum'~. Concurrently with the recordation of the Parcel B Reconveyance Deed, the Parties shall cause the Termination of Memorandum to be recorded in the Office of the San Bernardino County Recorder (immediately preceding the Parcel B Reconveyance Deed). F:\EMPENO\FD ACCU City sign license agr FlNAL 9.14..()6.doc 2006-329 1.6 Costs and Fees. Recording costs, documentary transfer taxes and other out of pocket expenses incurred in connection with the subsections set forth above shall be paid fifty percent (50%) by City and (50%) by Owner. 1.7 Covenants Run with the Land. The provisions of this Agreement shall constitute covenants that run with the land and shall be binding upon and inure to the benefit of the current and future owners of Parcel A and Parcel B during such ownership. 2. Commencement Date. As used in this Agreement, the "Commencement Date" shall be the date on or by which all of the following matters have occurred: (a) City has issued Building Permit(s) for construction of the Sign (b) Owner has notified City in writing that the Sign has been fully constructed, tested and is ready for immediate commercial use; and (c) City has approved Final Inspection of the construction of the Sign. 3. Term. The term of this Agreement (the "Term'') shall commence on the execution of this Agreement and expire twenty (20) years thereafter, unless terminated sooner pursuant to Paragraph 8, herein. 4. Silm Installation. A. Owner agrees to install and maintain in good condition for twenty (20) years from the date of this Agreement, the Sign visible to motorists on 1-215 as approved by the City with Conditional Use Permit No. 04-06. Should Owner sell the Sign, then City agrees that Owner may also, without City's further consent, assign and transfer this Agreement and all obligations of both City and Owner hereunder. 8. Such sign shall be subject to all licenses and permits and approval of all applicable governmental agencies which approvals shall not be unreasonably withheld. As of the F,IEMPENOIFD ACCU City sign license agr FINAL 9-14-Q6.doc 2006-329 Commencement Date of this Agreement, City acknowledges that the sign complies with all applicable ordinances, orders, and all other requirements of the City. C. City shall have no responsibility whatsoever for the selection of the contractors, for the construction work on said Sign, nor responsibility for the finished product. D. Owner hereby agrees to comply with all applicable laws, statutes, ordinances or regulations of every level of government, which affect the installation, maintenance, and use of said Sign during the term of this Agreement. 5. City Use ofSil!D. For the twenty (20) year term of this Agreement, the City shall be permitted the right to use the Sign three (3) minutes per every hour of airtime on a "use it or lose it" basis. City shall have no right to accumulate any unused airtime. Owner may grant additional airtime to City at Owner's sole discretion. The City may use its allotment of time for various community-oriented messages, informational announcements, and to promote the overall positive image of the City of San Bernardino. All other uses of the Sign shall be at Owner's sole and absolute discretion in accordance with the provisions of this Agreement and all applicable Federal, State and local laws and regulations. In the event the City does not have a sufficient number of community oriented announcements, informational messages, or positive image advertisements to use the City's entire minutes of time allotted, the City may, at its option and sole discretion, relinquish its rights to any or all of the unused portion of the City's allocated time to the Owner for its usage as it deems fit and proper without any further compensation due to City. Further, City may not sell or otherwise allow any of its allotted time to be used by any other third party without the express written consent of Owner, which consent may be withheld in Owner's sole and absolute discretion. F:\EMPENO\FD ACCU City sign license agr FINAL 9.!4-06.doc 2006-329 All uses of the Sign by the City will be submitted to the Owner by the City Manager in a medium and format acceptable to Owner and provided at the City's sole expense. The City Manager may submit the City's messages and announcements to Owner, or designee, for re- programming of the Sign twice per month, generally on the 1st day and the 15th day of each month. If however, the 1 SI or 15th day falls on a Friday, Saturday, or Sunday, then the deadline for submittal of all advertising copy and messages shall be the following Monday by 5:00 p.m. 6. Revenue Sharin~. Owner shall pay the City of San Bernardino in accordance with the following schedule. Years are measured from the Commencement Date. Years Amount 1-3 $3,000 Annually 4-5 $4,000 Annually 6-15 $5,000 Annually 16-20 $6,000 Annually Revenue sharing shall constitute payment for all rights provided to City, under this Agreement and for the operation of sign. Fees shall be due and payable thirty (30) days after the first anniversary date of this agreement and then on said date for each year of this agreement. Payments shall be delivered to: City of San Bernardino Attention: City Manager's Office 300 N D Street San Bernardino, CA 92408 7. Si~n Content. Owner and City agree to comply with all applicable laws, rules, ordinances and regulations concerning the content of any and all messages displayed on the Sign. Further, F:\EM PENO\FD ACCU City sign license agr FIN AL 9-14-06.doc 2006-329 Owner agrees not to display messages with content advertising adult entertainment, tobacco products or alcoholic beverages, with the exception that Owner may advertise events or other functions that are sponsored by companies affiliated with alcoholic beverages. City and Owner agree to meet at least once a year to, in good faith, negotiate and discuss the ban on allowing alcoholic beverages advertisements and content. Owner shall have at its sole option and discretion the right to approve any and a I I content of messages to be displayed on the Sign in accordance with the provisions of this Agreement and all applicable Federal, State and local laws and regulations. 8. Termination. This Agreement may be terminated at any time by thirty (30) days written notice by Owner. City may terminate this Agreement only upon material breach of the Agreement by Owner and then only after City has provided notice to Owner of the breach and a reasonable opportunity for Owner to cure the breach. An opportunity shall be considered reasonable if Owner is afforded at least 30 days to cure any alleged breach except that as to any breach related to sign content, Owner shall immediately cure the breach upon notice provided by City. The terms of this contract shall remain in force unless mutually amended. In the event of termination of this Agreement, Owner shall remove the Sign within 30 days. 9. Indemnitv. Owner hereby agrees to indemnify, defend, and hold harmless the City and the Economic Development Agency, their officers, agents, and employees from and against any and all liability, expense and claims for damages of any nature whatsoever, including but not limited to, costs, bodily injury, death, personal injury, or property damage (including, without limitation, reasonable costs of defense and reasonable attorney's fees), asserted by a third party, arising out of or related to Owner in its performance of this Agreement, or from any of Owner's message f:\EMPENO\FD ACCU City sign license agr FINAL 9-14"()6.doc 2006-329 content, except that such duty to indemnify, defend, and hold harmless shall not apply where injury to person or property is caused by the City's willful misconduct or negligence. City hereby agrees to indemnify, defend, and hold harmless the Owner and their officers, agents, and employees from and against any and all liability, expense and claims for damages of any nature whatsoever, including but not limited to, costs, bodily injury, death, personal injury, or property damage (including, without limitation, reasonable costs of defense and reasonable attorney's fees), asserted by a third party, arising out of or related to City's performance of this Agreement or from any of City's message content, except that such duty to indemnify, defend, and hold harmless shall not apply where injury to person or property is caused by the Owner's willful misconduct or negligence. City may access Owner's property (Parcel A) on which the Sign is located, upon Owner's prior written consent, to perform maintenance to or for any easement or other right of way that the City may have. City agrees to indemnify, defend and hold harmless the Owner and its employees, agents and assigns with respect to any and all claims, losses, damages, liabilities and expenses suffered by any of the parties in connection the City's entrance upon and access to Owner property. 10. Insurance. While not restricting or limiting the foregoing, during the term of this Agreement. Owner shall maintain in effect policies of comprehensive public, general and automobile liability insurance, in the amount of $ 1,000,000.00 combined single limit, and statutory worker's compensation coverage, and shall file copies of said policies with the City's Risk Manager prior to undertaking any work under this Agreement. City shall be set forth as an additional named F:\EMPENO\FD ACCU City sign license agr FINAL 9-14.{)6.doc 2006-329 insured in each policy of insurance provided hereunder. The Certificate of Insurance furnished to the City shall require the insurer to notify City of any change or termination in the policy. 11. Non-Discrimination. In the performance of this Agreement and in the hiring and recruitment of employees, Owner shall not discriminate on the basis of race, creed, color, religion, sex, physical handicap, ethnic background or country of origin. 12. No Emplovment. Owner shall perform work tasks provided by this Agreement but for all intents and purposes, Owner shall be an independent contractor and not an agent or employee of the City. 13. Notices. Notices given pursuant to this Agreement shall be in writing and deposited with the United States Postal Service postage prepaid and addressed as follows: To the City: City Manager City of San Bernardino 300 North D Street San Bernardino, CA 92418 To Owner: Arrowhead Central Credit Union Attn: Legal/Compliance Dept. 550 E. Hospitality Lane, Ste. 200 San Bernardino, CA 92408. Nothing in this paragraph shall be construed to prevent the giving of notice by personal service. 14. Mediation and Arbitration. If a dispute, claim or controversy arises out of or related to this Agreement, or the breach thereof, the parties agree first to try in good faith to settle the dispute by mediation before resorting to arbitration. Should the parties fail to settle the matter by mediation, then any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, F:\EMPENQ\FD ACCU City sign license agr FlNAL 9-t4-06.doc 2006-329 interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in the City of San Bernardino and administered by Judicial Arbitration Mediation Services (JAMS), Inland Empire, pursuant to its Comprehensive Arbitration Rules and Procedures or Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 15. Attornevs' Fees. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party in the suit shall be entitled to recover, as an element of costs of suit and not as damages, reasonable attorneys' fees to be fixed by the court. The prevailing party shall be the party entitled to recover its costs of suit, regardless of whether such suit proceeds to final judgment. A party not entitled to recover its costs shall not be entitled to recover attorneys' fees. No sum for attorneys' fees shall be counted in calculating the amount of a judgment for the purposes of determining if a party is entitled to recover costs or attorneys' fees. The costs, salary and expenses of the City Attorney or members of his office shall be considered attorneys' fees for the purposes of this Agreement. The costs, salary and expenses of Owner's in-house legal counsel shall be considered attorneys' fees for the purposes of this Agreement. 16. Miscellaneous. Each and all of the provisions hereof shall be binding upon and inure to the benefit of all successors and assigns. This Agreement may not be recorded except with the written permission of Owner. Each of the counterparts of this Agreement executed simultaneously herewith by all parties hereto shall be deemed an original of this Agreement. This Agreement constitutes the entire agreement between the parties and recites the entire consideration given and accepted by the parties, and no representations not expressed herein or endorsed hereon have been made by either party f:\EMPENO\FD ACCU City sign license agr FINAL 9.14..()6,doc 2006-329 or agents. This Agreement may be modified in writing only, signed by the parties at the time of the modification. The invalidity of any provision of this Agreement shall in no way affect the validity of any other provision hereof. W W F:\EMPENOIFD ACCU City sign license agr FINAL 9-14.o6.doc 2006-329 LICENSE AGREEMENT REGARDING OFF-SITE ELE4CTRONIC MESSAGECENTER FREEWAY SIGN FOR ARROWHEAD CREDIT UNION PARK IN WITNESS WHEREOF the Parties have executed this Agreement on the day and date first shown above. ATTEST: CITY OF SAN BERNARDINO I.} l' ,~ By: k/U(/;c C. e iih A ,I Rac;hel Clark, City Clerk ;', 'A~i~~1/iI"{ illi',!i, '~Oir,t;\ -' CENTRAL ARROWHEAD CREDIT UNION By: 7k-. ent/CEO APPROVED AS TO FORM : By: , j \ i) I '. .,.. , ',:;' ames F. Penman City Attorney F:\EMPENO\FD ACCU City sign license agr FINAL 9-IH)6.doc Exhibit "A" 2006-329 RECORDING REQUESTED BY I CO p~1' of 'Documen; Hecorded , on_WJ{)()iL_~-3.i~;[(P147gb I' has not been compared with Qrigna/. , S,t.,N 8ERNARDiNO COUNTY -~ n_...._._o.__.._.. __.______. WHEN RECOROEO MAil TO ANa MAil TAX STATEMENTS TO NAME Arrowhead Central Credit Union cia Legal/Compliance Dept. ADDRESS 550 E. Hospitality Lane, Ste. 200 CITY . STATE & ZIP San Bernardino, CA 92408 TITLE ORDER NO. ESCROW NO. GRANT DEED APN NO. 0136-084-04-0000 & 0136-084-05-0000 THE UNDERSIGNED GRANTOR(s) DECLARE(s) DOCUMENTARY TRANSFER TAX is $ 0 per RTC t 11925(0) CITY TAX $ 0 o computed on full value of property con"e~ed. Or computed on full value less value of liens or encumbrances remaining at lIme of sale. o Unincorporated area: 0 City of ,and ~ -rh 16 1$ 1-0 L If'ecI- a..h ifl.f~f'c.oporfZh. f-rti017 r L; r- . FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, r- ARROIIIIHEAD FINANCIAL GROUP, INC., a corporation organi2ed and existing under and by virtue of the laws of the State of Califomia hereby GRANT(s) to ARROWHEAD CENTRAL CREDIT UNION, a corporation organized and existing under and by virtue of the laws of the State of California the following described real property in the County of SAN BERNARDINO State of California See Exhibrt "A" Dated AUGUST 31, 2006 This oocumem IiIecl for record by COlllmOl1Wealll1 Land Tille ~ny M. accOIlVTlOdation only. . has not t.n '..mined as 10 iI5 lIJlICutIon or M 10 -.. etloct UjXlrl!he 1llle. STATE OF CALIFORNIA } COUNlY OF ) 5.5. ON ,,~ (here lose name and li e the officer), personally appeared r personally known to me ( . , ') to be the per~ whose nam~ i ar subscribed to ~: ::(;~trumenl and acknowledged to me tha the xecuted the same in..bisJ.be~uthorized ca ad Ie ,and that by . /their ignatUD:!il.Pn the instrument the pers~, or e entity upon behalf of which the pers~) acted,executed the jnstru~ ment. WITNESS my hand and ollidal seal. bef~ me. (4r~1f .J;;/l}:jl/tlrdf. -1/olirry y:Jt-thltd. dro/y . ~ ,."~.~~ -K:~ J.- - - ~~=;'l Nofay PubIc - Callar,*, ~ San 8...0dIIl0 County - MrConm.~Sepnzm I 2006-329 EXHIBIT "An All that certain real property situated in the County of San Bernardino, State of Caliiornia. described as follows: Lots 2 and 3 of Tract No. 1728, Walkinshaw Subdivision #2, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 34, Page 3 of Maps, in the office of the County Recorder of said County. Except that portion of Lot 3 conveyed to the State of California for public bighway by deed recorded December 9,1955 in Book 3808, Page 9 of Official Records. Also, Except that portion of Lots 2 and 3 conveyed to the State of California by deed recorded October 19, 2005 as Instrument No. 2005-0780662 of Official Records. Exhibit "B" 2006-329 RECORDING REQUESTED BY WHEN RECORDED MAil TO AND MAil TAX STATEMENTS TO NAME City of San Bernardino c/o City Manager's Office ADDRESS 300 N. "0" Street CITY STATE & ZIP San Bernardino, CA 92408 GRANT DEED TITLE ORDER NO. ESCROW NO. APN NO. 0136-084-04-0000 THE UNDERSIGNED GRANTOR(s) DECLARE(s) DOCUMENTARY TRANSFER TAX is $ 0 CITY TAX $ 0 o computed on full value of property conveyed, or computed on full value less value of liens or encumbrances remaining at time of sale, D Uninoorporated area: D City of .and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, ARROWHEAD CENTRAL CREDIT UNION a corporation organized and existing under and by virtue of the laws of the State of California hereby GRANT(s) to CITY OF SAN BERNARDINO a municipal corporation and charter city the following described real property in the County of SAN BERNARDINO State of California as more fully described in the attached Exhibit "A" and as referenced in the Memorandum of License as "Parcel B" attached as Exhibit "B" ARROWHEAD CENTRAL CREDIT UNION Dated SEPTEMBER 18, 2006 ~ STATE OF CALIFORNIA COUNTY OF S_ B~rll"rd"../) ON "'C~ ~_' .:(loot. (here insert name and title of the officer), personally appeared } }S.S. before me, (:~~ K'4~r~~n16 A/d,ry{/1I6/Ii Lar .,.~ ~ 4!. . . oersonally known to me ((u Jl~"-'" tn ft"IA ^n tho. ~f IllitislastsF''; B i~E1AGe) to be~h person(') whose name~subscribed to the within instrument and acknowledged to me th t:waAMy executed the same i hi ha.:U..:.;, authorized capaci~, and that by ~ signature(~ on the instrument the person(f), or the entity upon behalf of w ich the person(_) acted,executed the instru- "iI;("t. WITNESS my hand and official seal. CtWl\.OnE K. MAllQUNlDT ~ eu.,.,......1~1A6ll6 NotaY NllIc . CaIIloIl*I San Ben'...Jlllo County Mveanm..-SIp:nZU Signature-.Cthll J e ~ 2006-329 EXHIBIT "An All that certain real property situated in the County of San Bernardino, State of California, described as follows: Lot 3 of Tract No. 1728, Walkinshaw Subdivision #2, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 34, Page 3 of Maps, in the office of the County Recorder of said County. Except that portion of Lot 3 conveyed to the State of California for public highway by deed recorded December 9,1955 in Book 3808, Page 9 of Official Records. Also, Except that portion of Lot 3 conveyed to the State of California by deed recorded October 19, 2005 as Instrument No. 2005-0780662 of Official Records. .. , Exhibit "e" 2006-329 Rewrding Requested By And ,^'hen Recorded Return To; Da\'id A. Drewer, Esq. Moore, Brewer. Jones & Tyler 4180 La Jolla Village Dr., Suite 540 La Jolla, CA 92037 MEMORANDUM OF LICENSE AGREEMENT THIS MEMORANDUM OF LICENSE AGREEMENT (the "Memorandum") is entered into and effective as of September 18, 2006, at San Bernardino, California, by and between the CITY OF SAN BERNARDINO (City"), and ARROWHEAD CENTRAL CREDIT UNION ("Owner''), for the purpose of providing notice of the following matters: l. Identification of Real Property, Owner is the owner of that real property situated in San Bernardino County, California, and identified as Parcel A in the legal description attached hereto as Exhibit "A" and incorporated herein by reference ("Parcel A''). City is the owner of that real property situated in San Bernardino County, California, and identified as Parcel B in the legal description attached hereto as Exhibit "A" and incorporated herein by reference ("Parcel B''). Parcel A and Parcel B are collectively referred to herein as the "Real Property." 2. License Aereement. City and Owner have entered into a written License Agreement Regarding Off-Site Electronic Message Center Freeway Sign for Arrowhead Credit Union Park dated as of September 18, 2006 (the "License Agreement''). The License Agreement contains covenants which run with the Real Property and affect the use of the Real Property, all as set forth in the License Agreement. 3. Termination. This Memorandum shall be null and void and shall cease to impact the Real Property when City and 'Owner (or their respective successors in interest to the Real Property) execute and record with the San Bernardino County Recorder a written notice stating that the License Agreement has terminated (the "Termination of Memorandum''). 4. Interpretation. This Memorandum is solely for the purpose of providing notice of the foregoing matters. Nothing contained herein shall alter the terms and provisions of the License Agreement. 5. Warranty of Authority. Each person executing this Memorandum represents and warrants that he or she has full power and authority to do so that no other authorizations or approvals of any kind are necessary. 2006-329 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date of this Memorandum. "City" The City of San Bernardino Bits~~~~rnardino '''O\vner'' Arrowhead Central Credit Union BrP:~~ 2 Exhibit "D" 2006-329 RECORDING REQUESTED BY WHEN RECORDED MAIL TO AND MAIL TAX STATEMENTS TO NAME ADDRESS CITY STATE & ZIP GRANT DEED TITLE ORDER NO. XXX)( ESCROW NO. XXXXX APN NO. 0136-084-04-0000 THE UNDERSIGNED GRANTOR(s) DECLARE(s) DOCUMENTARY TRANSFER TAX is $ CITY TAX $ o computed on full value of property conveyed, or computed on full value less value of liens or encumbrances remaining at time of sale, o Unincorporated area: 0 City of ,and FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, CI1Y OF SAN BERNARDINO a ..................................... organized and existing under and by virtue of the laws of the State of California hereby GRANT(s) to xxxxxxxxxxxx a ................................ organized and existing under and by virtue of the laws of the State of California Dated the following described real property in the County of SAN BERNARDINO State of California as more fully described in the attached Exhibit "A" and as referenced in the Termination of Memorandum as "Parcel B" attached as Exhibit "8" CITY OF SAN BERNARDINO ~~~t~ ~ By: STATE OF CALIFORNIA COUN1Y OF San Bernardino } } 5.5. ON September 20, 2006 befureme. David M. Gutierrez, Notary Public (here insert name and title of the officer), personally appeared PatricK J. Morris personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(:s) is/am subscribed to the within instrument and acknowledged to me that hef~ executed the same in hisfbarLidJei< authorized capacity(ies), and that by his/bIlcIJbeir signature(~ on the instrument the person(sj. or the entity upon behaif of which the person(a) acted,executed the instru- ment. WITNESS my hand and official seal. ~~~ Signat~rV -~ ?: J'--... , / } ~-_. - T -- - - - - -- .' DAVID M. GUTlERREZ f .., .,,; Commission # 1671908 i Notory Public - Collforn/c ~ t San 8emordlno County d . ilo" _ >>V4~.E~r, ~nJO.2~,o 2006-329 EXHIBIT "A" All that certain real property situated in the County of San Bernardino, State of California, described as follows: Lot 3 of Tract No. 1728, Walkinshaw Subdivision #2, in the City of San Bernardino, County of San Bernardino, State of California, as per map recorded in Book 34, Page 3 of Maps, in the office of the County Recorder of said County. Except that portion of Lot 3 conveyed to the State of California for public highway by deed recorded December 9,1955 in Book 3808, Page 9 of Official Records. Also, Except that portion of Lot 3 conveyed to the State of California by deed recorded October 19, 2005 as Instrument No. 2005-0780662 of Official Records. Exhibit "E" 2006-329 Recording Requested B}' .Auld When Recorded Return To: David A. Brewer, Esq. Moore, Brewer, Jones & Tyler 4180 La Jolla Village Dr., Suite540 La Jolla, CA 92037 TERMINA TION OF MEMORANDUM OF LICENSE AGREEMENT THIS TERMINATION OF MEMORANDUM OF LICENSE AGREEMENT (the "Termination of Memorandum") is entered into and effective as of , at San Bernardino, California, by and between the CITY OF SAN BERNARDINO (City''), and ARROWHEAD CENTRAL CREDIT UNION ("Owner''), for the purpose of providing notice of the following matters: 1. Identification of Real Prooertv. Owner is the owner of that real property situated in San Bernardino County, California, and identified as Parcel A in the legal description attached hereto as Exhibit "A" and incorporated herein by reference ("Parcel A''). City is the owner of that real property situated in San Bernardino County, California, and identified as Parcel B in the legal description attached hereto as Exhibit "A" and incorporated herein by reference ("Parcel B "), Parcel A and Parcel B are collectively referred to herein as the "Real Property. " 2. License Al!:reement. City and Owner entered into a written License Agreement Regarding Off-Site Electronic Message Center Freeway Sign for Arrowhead Credit Union Park dated as of , 2006 (the "License Agreement''), City and Owner executed a Memorandum of License Agreement which was recorded in the Office of the San Bernardino County Recorder on , as Document No, (the "Memorandum''), 3. Termination. The License Agreement has terminated. The License Agreement and the Memorandum are null and void and no longer impact the Real Property, 4. Interoretation. This Termination of Memorandum is solely for the purpose of providing notice of the foregoing matters, Nothing contained herein shall alter the terms and provisions of the License Agreement. 5. Warranty of Authoritv. Each person executing this Termination of Memorandum represents and warrants that he or she has full power and authority to do so that no other authorizations or approvals of any kind are necessary, 2006-329 IN WITNESS WHEREOF, the parties have executed this Memorandum as of the date of this Memorandum. "City" The City of San Bernardino By Its nardino "Owner~' Arrowhead Central Credit Union ~1? 2