Loading...
HomeMy WebLinkAboutCDC/2008-11 1 2 3 4 5 6 7 8 9 RESOLUTION NO. CDC/2008-11 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A 2008 NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT BY AND BETWEEN THE AGENCY AND YOUNG ELECTRIC SIGN COMPANY, INC. ("VESCO"), FOR THE DEVELOPMENT OF THE PROPERTY AT 5405 INDUSTRIAL PARKWAY (NORTHWEST REDEVELOPMENT PROJECT AREA) WHEREAS, the Redevelopment Agency of the City of San Bernardino (the "Agency"), is a public body, corporate and politic, existing under the laws of the State of California, Health and 10 Safety Code 33000, et seq., and is charged with the mission of redeveloping blighted and 11 underutiIized land; and 12 13 WHEREAS, Young Electric Sign Company, Inc. ("Yesco"), a Utah corporation, is the owner of certain property located at 5405 Industrial Parkway ("Property") in the City of San 14 Bernardino ("City") in the redevelopment project area described in the Redevelopment Plan 15 ("Plan") for the Northwest Redevelopment Project Area ("Project Area"); and 16 17 WHEREAS, Yesco has undertaken a project on the site to adapt the existing building for the production and distribution of signage and similar products and services (the "Project"); and 18 19 WHEREAS, the Project will result in the attraction of a minimum of 80 persons skilled in manufacturing, paint, assembly, sales and managerial skills to the Property; and 20 WHEREAS, Yesco has requested certain reirnbursement financing from the Agency in 21 connection with adaptation of the Property to the specialized nature of the sign manufacturing and 22 installation business as well as assistance with the cost of relocating the plant from Ontario to the 23 24 City; and 25 26 WHEREAS, the Project is consistent with the goals of the Plan; and WHEREAS, the Project will assist the Agency in accomplishing its goal to reduce blight in the Project Area described in the Plan for the Project Area pursuant to the California Community 27 Redevelopment Law; and 28 P:\Agendas\Resolutions\Resolutions\2008\OJ-17-08 Vesco CDC Rcso,doc I 1 WHEREAS, a 2008 New Job Opportunities Redevelopment Grant Agreement by and 2 between the Agency and Yesco (the "Grant Agreement") has been prepared. 3 NOW, THEREFORE, 1HE COMMUNITY DEVELOPMENT COMMISSION OF 1HE CITY 4 OF SAN BERNARDINO DOES HEREBY RESOL VB, DETERMINE AND ORDER, AS FOLLOWS: 5 Section 1. Pursuant to California Environmental Quality Act ("CEQA") Guidelines 6 Section 15096, the Community Development Commission of the City of San Bernardino 7 ("Commission"), as the governing board of the Agency, finds that as the lead agency under CEQA 8 for the purpose of considering the potential impact on the environment associated with the 9 redevelopment assistance provided to Yesco under the terms of the Grant Agreement, the financial 10 assistance proposed does not constitute a project under CEQA, and that no environmental review 0 11 the Project or the Grant Agreement by the Commission is necessary at this time in connection with 12 its consideration of the approval of the Grant Agreement. 13 Section 2. The Commission hereby approves the Grant Agreement and hereby approves 14 and authorizes the Interim Executive Director of the Agency to execute the Grant Agreement on 15 behalf of the Agency. The Interim Executive Director of the Agency is hereby authorized to make 16 minor corrections, additions and clarifications to the Grant Agreement, provided said changes are 17 not substantive in nature, are approved by Agency Counsel and do not increase the monetary impact 18 to the Agency under the terms of the Grant Agreement as hereby approved. 19 Section 3. Subject to the satisfaction by Yesco of the conditions set forth in the Grant 20 Agreement, the obligation of the Agency to make the reimbursements to Yesco under the terms 0 21 the Grant Agreement from the special source of funds described in the Grant Agreement shall be an 22 "indebtedness of the Agency", as this term is defined in Health and Safety Code Section 33675. The 23 Interim Executive Director of the Agency is hereby directed to cause the Statement of Indebtedness 24 for the Project to include the indebtedness of the Agency to Yesco, as evidenced by the Grant 25 Agreement, to be filed with the Auditor-Controller of San Bernardino County in the manner 26 authorized by law. 27 Section 4. This Resolution shall become effective immediately upon its adoption. 28 P:\Agendas\Re80lutionslResolutions\2008\03-17..oS Vesco CDC Reso.OOc 2 1 2 3 4 5 6 7 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO APPROVING AND AUTHORIZING THE INTERIM EXECUTIVE DIRECTOR OF THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO ("AGENCY") TO EXECUTE A 2008 NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT BY AND BETWEEN THE AGENCY AND YOUNG ELECTRIC SIGN COMPANY, INC. ("VESCO"), FOR THE DEVELOPMENT OF THE PROPERTY AT 5405 INDUSTRIAL PARKWAY (NORTHWEST REDEVELOPMENT PROJECT AREA) I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Community 8 Development Commission of the City of San Bernardino at a i oint regular meeting 9 thereof, held on the 17th day of March , 2008, by the following vote to wit: 10 Commission Members: Aves Navs Abstain Absent 11 ESTRADA --X....- BAXTER X 12 BRINKER X 13 - DERRY X 14 KELLEY ~ 15 X JOHNSON 16 K MC CAMMACK 17 ~:-~ 18 19 Secretary 20 The foregoing Resolution is hereby approved this 021:sr- day of March 21 22 23 24 ,2008. ~~rson . unity Development Commission of the City of San Bernardino Approved as to Form: 25 26 By: 0-:- _MJ. - 27 A~S~I v- 28 P:\AgeDdas\ResolutionB\Resolutions\2008\03-17-oS Yesco coc Reso.do<: 3 CDC/2008-11 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO 2008 NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT (YOUNG ELECTRIC SIGN COMPANY, INC.) THIS 2008 NEW JOB OPPORTUNITIES REDEVELOPMENT GRANT AGREEMENT dated as of March 17, 2008 (the "Grant Agreement"), is entered into by and between the Redevelopment Agency of the City of San Bernardino (the "Agency"), a public body, corporate and politic and Young Electric Sign Company, Inc., a Utah corporation ("Yesco"). RECITALS Y esco has acquired certain real property commonly known as 5405 North Industrial Parkway in the City of San Bernardino, California (the "City"), see Map attached as Exhibit "A" hereto and by this reference incorporated herein (the "Property") for use in the production and distribution of signage and similar products and services. The Property is within the Agency's Northwest Redevelopment Project Area (the "Project Area") of the City. Yesco has represented to the Agency that upon the close of escrow of the facility, it 'will commence hiring and retaining persons to fill the new jobs or positions that have been created on the Property (the "New Job Opportunities") and that, within two (2) months of occupancy of the new facility, at least eighty (80) New Job Opportunities will have been created on the Property (the "Project"). Yesco further represents that the New Job Opportunities will continue in existence on the Property until July 15, 2022. Yesco, for itself and its successors and assigns, and the Agency, for itself and its successors and assigns, have entered into this Grant Agreement in order to implement redevelopment of the Property for commercial, industrial and other uses, as set forth above, for the economic revitalization of the area of the City in which the Property is located. NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS OF THE PARTIES SET FORTII HEREIN, VESCO, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, AND THE AGENCY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, AGREE: P:\Agendas\A;cnda Au.clunents\Agnnls-~ 2008\03-17-08 VESCO Grant Agreement.doc 862002:39225.1 1 CDC/2008-11 Section 1. Dermed Terms. The matters set forth in the Recitals of this Grant Agreement are true and correct and are material elements to the formation of this Grant Agreement. In addition to the definitions of certain terms set forth in the Recitals of this Gt:ant Agreement, other words and phrases represented below are used in this Grant Agreement as defined terms: (a) The term "Project" as used in this Grant Agreement, shall mean and refer to the creation and maintenance on the Property of at least eighty (80) New Job Opportunities. (b) The term "Agency Grant" shall mean and refer to the New Job Opportunities creation grant in the amount of Three Hundred Fifty-Five Thousand Dollars ($355,000.00) which shall be payable from the future Project Generated Tax Increment Revenues generated by the increase in assessed value on the Property in the manner as provided hereinafter and subject to increases in said amount as provided in Section 4( c) hereof. (c) The term "New Job Opportunities" shall refer to an aggregate number of notIess than eighty (80) new employment positions to be created on the Property. (d) The term "New Employment Position" shall refer to the hourly wage employment position work description of each of the employees whose work position at the Property is eligible. An employee is eligible to be included as holding a New Ernployment Position provided that each of the following conditions are satisfied: (i) the employee is paid an hourly wage of at least Ten Dollars ($10.00) per hour; (ii) the employee is assigned to work (or is eligible to work) at least One Thousand Seven Hundred (1,700) hours per year; and (iii) the employee is based at the Property. (e) The term "Project Generated Tax Increment Revenues" shall mean with respect to those real estate property taxes paid by Yesco to the County of San Bernardino (the "County") for each property tax year commencing with the 2008-2009 property tax year through and including the 2021-2022 property tax year, an amount equiU to fifty . percent (50%) of the property taxes actually paid by Yesco on the assessed valuation of the Property after the Agency has subtracted an annual base assessed value amount equal to Four Million Dollars ($4,000,000.00) ("Base Valuation"); the property taxes that would have been paid on such Base Valuation shall be deemed to be in effect for the 2007-2008 tax year as the current year assessed valuation for the Property, and such Base Valuation amount shall be increased each year by the annual inflationary factor applied by the County in each tax year, not to exceed two percent (2%) per year or such other amount as may be authorized by the State Constitution, commencing as of the 2007-2008 tax year. P:\Agendas\Agenda Attachments\Agrmts-Amend 2008\03-17-08 YESCO Grant Agreement,doc 582002:39225.1 2 Section 2. Term of Grant Al!reement. This Grant Agreement shall take effect following its approval by the Community Development Commission of the City of San Bernardino (the "Commission") and execution by the parties and shall continue in effect through and including July 15, 2022. Section 3. Consistencv with the Redevelopment Plan. The Agency finds and determines that both the use of the facilities intended by Yesco and the Project, as set forth in this Grant Agreement, are consistent with the Redevelopment Plan for the Project Area Section 4. Covenant of the Al!encv to Pav the Al!encv Grant to Yesco. (a) So long as Yesco is not in default under this Grant Agreement, as set forth in Section 8( a) hereof, the Agency shall remit to Yesco on or before July 15 of each year commencing on July 15,2009, that portion of the Project Generated Tax Increment Revenues attributable to the real property taxes actually paid by Yesco for the immediately preceding tax year to the County as payment of the property taxes assessed by the County on the Property of Yes co. The Agency shall have no responsibility for the payment of any amounts hereunder for any tax year during which Yesco has not paid the property taxes to the County and has not complied with the certification requirements as hereinafter set forth. (b) On or before July 15 of each year commencing on July 15, 2009, Yesco shall submit to the Agency, a "Written Request For Payment" together with a "Certification of Corporate Officer", as to the amount and date of payment of all property taxes as paid by Yesco with respectto the Property for the immediately preceding tax year. Yesco shall include as attachments to the Written Request For Payment and Certification of Corporate Officer copies of the following items: (i) all tax bills received from the County, including supplemental tax bills, for which payment was made by Yesco; (ii) cancelled checks ofYesco payable to the County showing that payments were made by Yesco to the County of the appropriate tax bills, and (iii) a statement from a corporate officer of Yesco adequately demonstrating compliance with the requirement for the New Employment Position covenant under this Grant Agreement, as applicable, for the tax year for which payment of the Project Generated Tax Increment Revenues is then being sought. The obligations under item (iii) of the immediately preceding sentence shall be in addition to the obligations of Yesco to submit the Compliance Verification as otherwise required, pursuant to this Grant Agreement. (c) In the event that the full amount of the Agency Grant has been paid to Yesco on or prior to July 15, 2022, and provided that Yesco continues to satisfY the covenants for the creation and maintenance of the New Job Opportunities, the Project Generated Tax Increment Revenues may continue to be paid to Yesco in excess of the Agency Grant amount but for a term not to exceed the property taxes paid by Yesco through and including the 2021-2022 tax year or until the total sum of Three Hundred Fifty-Five Thousand Dollars ($355,000.00) has been paid, whichever event occurs first. Such additional payments to Yesco shall be in consideration of Yesco having produced additional tax increment revenues to the Agency and for Yesco having continued to maintain the New Job Opportunities for the benefit of the Agency. P:~~Amcad2OOl\03-17.osYESCOGnQ~.doc 582002:39225.1 3 (d) At the time the Agency is scheduled to make the final payment to Yesco on or before July 15, 2022, with respect to the property taxes paid by Yesco for the 2021-2022 tax year, Yesco shall submit a certified statement to the effect that (i) there are no currently pending assessment appeals on file with the County that would have the effect of reducing the property taxes as paid by Yesco for any prior tax year, and (ii) in the event Yesco subsequent to July 15, 2022, receives any reduction in property taxes for any property tax year under this Grant Agreement, Yesco shall reimburse to the Agency, all amounts that are then calculated to have been an overpayment by the Agency of the Project Generated Tax Increment Revenues that results from any such subsequently granted assessment appeal. (e) In the event that the entire amount of the Agency Grant has not been paid to Yesco on or before the termination date of this Grant Agreement as a result of the assessed valuation of the Property, and the property taxes paid thereon, being insufficient to allow the Agency to remit the entire principal amount of the Agency Grant during the term of this Grant Agreement, the Agency shall have no further liability or other financial obligation to remit to Yesco the shortfall amounts after the termination date of this Grant Agreement. Under such circumstances, the remaining unpaid portion of the Agency Grant shall be deemed to have been forgiven by Yesco for the benefit of the Agency and no further payments shall be remitted by the Agency pursuant to this Grant Agreement or otherwise. Section 5. on the ProDertv. Covenant of Yes co to Create and Maintain New Job OuDortunities (a) Subject to the terms of this Grant Agreement, Yesco hereby covenants and agrees to create and thereafter maintain the New Job Opportunities on the Property as follows: (i) by June 30, 2008, at least an aggregate of eighty (80) New Employment Positions shall be created on the Property; and (ii) on each ofJune 30, 2009, June 30, 2010, June 30, 2011, June 30, 2012, June 30,2013, June 30, 2014, June 30, 2015, June 30, 2016, June 30, 2017, June 30,2018, June 30, 2019, June 30, 2020, June 30, 2021 and June 30, 2022, there shall be a total of at least eighty (80) New Employment Positions on the Property. (b) On June 30, 2009, and thereafter on June 30 of each year thereafter through and including June 30, 2022, Yesco shall file a written verification (the "Compliance Verification") with the Interim Executive Director, in which Vesco reports its compliance with the New Job Opportunities creation and/or maintenance covenant set forth in Section 5(a). The annual Compliance Report shall certifY the number of persons in the New Job Opportunities and include appropriately detailed payroll accounting information relating to the total hourly wage compensation amounts paid to such persons, the total number of hours worked by such persons and the total number of persons who were recruited, hired or released from employment for a New Employment Position. The annual Compliance Report need not identifY any employee by name or by specific job P:\Agendu\Agenda Attachments\Agrmts-Amend 2008\03-17-08 YESCO Grant Agreement.doc 582002:39225.1 4 description nor by new hire date, and the payroll accounting information may aggregate the hours worked and wages paid to all persons claimed by Yesco to hold the New Job Opportunities on the Property. (c) Yesco agrees to allow the Agency or its agents, upon prior written notice at reasonable times to inspect the payroll accounting records on which Yesco relies for the verification of the New Job Opportunities provided to the Agency in each annual report. The Agency shall reimburse Yesco the reasonable hourly cost of making a payroll clerk or accountant under the direction or control of Yesco available to assist the Agency in inspecting such payroll accounting records. Section 6. Covenant al!:ainst Unlawful Discrimination. The terms and provisions of Health and Safety Code Section 33436 which prohibit various types of unlawful discrimination are hereby incorporated into this Grant Agreement by this reference. Section 7. Maintenance of Condition of the Prooertv. Subject to the satisfaction of the conditions of Section 2, Yesco, for itself, its successors and assigns, hereby covenants and agrees that: (a) The areas of the Property which are subject to public view (including all existing improvements, paving, walkways, landscaping, exterior signage and ornamentation) shall be maintained in good repair and in a neat, clean and orderly condition, ordinary wear and tear excepted. In the event that at any time on or prior to July 15,2022, there is an occurrence of an adverse condition on any area of the Property which is subject to public view in contravention of the general maintenance standard described above (a "Maintenance Deficiency"), then the Agency shall notify Yesco, in writing, of the Maintenance Deficiency and give Yesco thirty (30) days from receipt of such notice to cure the Maintenance Deficiency as identified in the notice. In the event Yesco fails to cure or commence to cure the Maintenance Deficiency within the time allowed, the Agency may conduct a public hearing following transmittal of written notice thereof to Yesco ten (10) days prior to the scheduled date of such public hearing in order to verify whether a Maintenance Deficiency exists and whether Yesco has failed to comply with the provision of this Section 7(a). If upon the conclusion of a public hearing, the Agency makes a finding that a Maintenance Deficiency exists and that there appears to be non-compliance with the general maintenance standard described above, thereafter, the Agency shall have the right to enter the Property and perform all acts necessary to cure the Maintenance Deficiency, or to take other action at law or equity the Agency may then have to accomplish the abatement of the Maintenance Deficiency. Any sum expended by the Agency for the abatement of a Maintenance Deficiency on the Property authorized by this Section 7(a) shall become a lien on the Property. If the amount of the lien is not paid within thirty (30) days after written demand for payment by the Agency to Yesco, the Agency shall have the right to enforce the lien in the manner as provided in Section 7(c). (b) Graffiti, as this term is defined in Government Code Section 38772, which has been applied to any exterior surface of a structure or improvement on the Property which is visible from any public right-of-way adjacent or contiguous to the Property, shall be removed by Yesco by either P:\A8aIdas\AaeDda AUaclunents\Agmds-Amend 2008\03-17-08 VESCO ar.m Agreement.doc 582002:39225.1 5 painting over the evidence of such vandalism with a paint which has been color-matched to the surface on which the paint is applied, or graffiti may be removed with solvents, detergents or water, as appropriate. In the event that such graffiti may become visible from an adjacent or contiguous public right-of-way but is not removed within seventy-two (72) hours following the time of such application, the Agency shall have the right to enter the Property and remove the graffiti without notice to Yesco. Any sum expended by the Agency for the removal of such graffiti from the Property authorized by this Section 7(b) in an amount not to exceed Two Hundred Fifty Dollars ($250.00) per entry by the Agency, shall become a lien on the Property. If the amount of the lien is not paid within thirty (30) days after written demand for payment by the Agency to Yesco, the Agency shall have the right to enforce its lien in the manner as provided in Section 7(c). (c) The parties hereto further mutually understand and agree that the rights conferred upon the Agency under this Section 7 expressly include the power to establish and enforce a lien or other encumbrance against the Property, or any portion thereof, in the manner provided under Civil Code Sections 2924, 2924b and 2924c, in an amount reasonably necessary to restore the Property to the maintenance standard required under Section 7(a) or Section 7(b), including attorneys' fees and costs of the Agency associated with the abatement of the Maintenance Deficiency or removal of graffiti and the collection of the costs of the Agency in connection with such action. The provisions of this Section 7, shall be a covenant running with the land for the term as provided in Section 9 and shall be enforceable by the Agency. Nothing in the foregoing provisions of this Section 7 shall be deemed to preclude Yesco from making any alteration, addition, demolition or other change to any stmcture or improvement or landscaping on the Property, provided that such changes comply with applicable zoning and building regulations of the City. The Notice of Grant Agreement Relating to Real Property shall contain a reference to the provisions of Section 7 of this Grant Agreement. Section 8. Defaults and Breach - General. (a) Failure or delay by either party to perform any material term or provision of this Grant Agreement shall constitute a default under this Grant Agreement; provided however, that if the party who is otherwise claimed to be in default by the other party commences to cure, correct or remedy the alleged default within thirty (30) calendar days after receipt of written notice specifying such default and thereafter diligently completes such cure, correction or remedy, such party shall not be deemed to be in default hereunder. (b) In the event that a default of either party remains uncured for more than forty-five (45) calendar days following written notice, as set forth in the next succeeding paragraph, a breach shall be deemed to have occurred. In the event of a breach, the party who is not in default shall be entitled to seek any appropriate remedy or damages by initiating legal proceedings. (c) The party claiming that a default has occurred shall give written notice of default to the party in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default; provided, however, the injured party shall have no right to exercise any remedy for a default hereunder without delivering the written default notice as specified herein_ P:\Agendu\Ageoda Attacbments\Agrmts-Amend 2008\03-17..08 YESCO Gr.m ~.doc 582002:39225.1 6 CDC/2008-11 (d) Any failure to delay by a party in asserting any of its rights and remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. Except with respect to rights and remedies expressly declared to be exclusive in this Grant Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one (I) or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. Section 9. Covenants Runnin!!: with the Land. The provisions of Section 3, Section 4, Section 5, Section 6 and Section 7 of this Grant Agreement shall be covenants which run with the land and the Property throughout the term of this Grant Agreement and shall bind the successors and assigns of the Agency and the successors and assigns of the interests of Yes co in the Property. This Grant Agreement is expressly declared by the parties to be for the benefit of the Property and the area of the City surrounding the Property. Section 10. ReDresentations and Warranties of Yes co. Yesco hereby makes the following representations and warranties to the Agency and Yesco acknowledges that the execution of this Grant Agreement by the Agency has been made in material reliance by the Agency on such representations and warranties: (a) to the actual and current knowledge of Yes co, Yesco is a duly organized and existing Utah corporation. Yesco has the legal right, power and authority to enter into this Grant Agreement, and Yesco has taken all requisite action and obtained all requisite consents in connection with entering into this Grant Agreement; (b) to the actual current knowledge of Yesco, neither the execution of this Grant Agreement nor the consummation of the transactions contemplated hereby shall result in a breach of or constitute a default under any other Grant Agreement, document, instrument or other obligation to which Yesco is a party, or under law, statute, ordinance, rule, governmental regulation or any writ, injunction, order or decree of any court or governmental body applicable to Yesco or to the Property; ( c) to the actual and current knowledge of Yesco, Yesco has the funds available to it, when combined with the Agency Grant, to undertake and complete the Project; (d) Yesco shall use co=ercialIy good faith efforts to hire residents of the CitY for the creation of New Job Opportunities on the Property. Such good faith efforts shall continue in effect during the term of the New Job Opportunities covenant under Section 5 of this Grant Agreement. Yesco shall consult with the Agency, from time-to-time, upon the reasonable request of the Agency to formulate a reasonably acceptable program for implementing the forgoing representation of Yes co to use co=ercially good faith efforts to hire residents of the City; provided, however, that nothing in this Grant Agreement is intended to require Yesco to implement any New Employment Position recruitment program or engage in any pattern or practice of New Employment Position recruitment or hiring which would violate applicable law; and P:\AgeDdas\AgendaAttachrnents\Agnnts-Amend 2008\03.17.Q8 VESCO Grant Agreement.doe 882002:39225.1 7 CDC/2008-11 ( e) Yesco shall, at its own expense, secure or shall cause to be secured, any and all permits that may be required by the City or any other governmental entity having jurisdiction over the operation in the facilities of the business of Yesco. Section 11. Grantee Indemnitv. Yesco agrees to indernuifyand hold the Agency, the City and the officials, officers, attorneys, employees and agents of each of them, harmless from and against all damages, judgments, costs, expenses and attorney's fees arising from or related to any act or omission of Yesco in performing its obligations hereunder. The Agency shall give Yesco written notice of the occurrence of a claim, litigation or other matters for which the Agency or the City may seek indemnity under this Section as promptly as practicable following the Agency's knowledge of the occurrence of such matter, and the City and the Agency shall reasonably cooperate with Yesco in the defense of any such claim or matter and shall not take any action that would adversely affect Yesco's defense of such matter. Section 12. Grantee Insurance. Yesco shall furnish, or shall cause to be furnished, to the Agency, duplicate originals or appropriate certificates of comprehensive general liability insurance in the amount of One Million Dollars ($1,000,000.00) combined single limit, naming the Agency and the City as an additional insured. Such insurance shall cover comprehensive general liability including, but not limited to, contractual liability; acts of subcontractors; premises- operations; explosion, collapse and underground hazards, if applicable; broad form property damage, and personal injury, including libel, slander and false arrest. In addition, Yesco shall provide to the Agency, adequate proof of worker' s cornpensation insurance coverage for its employees. Any and all insurance policies required hereunder shall be obtained frorn insurance companies admitted in the State of California and rated at least B+: (viii) in Best's Insurance Guide, current edition. All such insurance policies shall provide that they may not be canceled unless the Agency receives written notice of cancellation at least thirty (30) calendar days prior to the effective date of cancellation. Any and all insurance obtained by Yesco hereunder shall be primary to any and all insurance which the Agency may otherwise carry, including self insurance, which for all purposes of this Grant Agreement shall be separate and apart from the requirements of this Grant Agreement. Any and all insurance required hereunder shall be maintained and kept in force throughout the term of this Grant Agreement. Section 13. Notice of Grant Al!:reement relatlnl!: to Real ProDertv. The parties hereby agree and declare that the successors and assigns of each shall be bound by the terms of this Grant Agreement. The parties shall execute and the Agency shall cause to be recorded, a Notice of Grant Agreement relating to Real Property_ P:\Aacndas\Agalda Attadunmts\Apmll--Amend 2008\03.17-08 VESCO Grant AgrwmenI..doe 582002:39225.1 8 CDC/2008-ll Section 14. Attornevs' Fees. If either party hereto files any action or brings any action or proceeding against the other arising out of this Grant Agreement, then the prevailing party as determined by a court of competent jurisdiction (the "Court") shall be entitled to recover as an element of its costs of suit and not as damages, its reasonable attorneys' fees as fixed by the Court in such action or proceeding or in a separate action or proceeding brought to recover such attorney's fees. As used herein, the words "attorneys' fee" in the case of the Agency, means and includes the salary and/or hourly rates, fees, costs and expenses, allocated on an hourly basis, of the attorneys employed by the Office ofthe City Attorney of the City in connection with any matter arising under this Grant Agreement. Section 15. Headinl!s and Attachments. The headings of each Section of this Grant Agreement are provided for purposes of reference and convenience only and do not have any meaning which is independent of the text of the section of the Grant Agreementto which they may generally correspond. The following list of attached documents are part of this Grant Agreement: Exhibit "A" Map of subject Property 1/1 /II 1/1 1/1 1/1 /II /II /II /II /II /II /II /II /II P:\Asendu\AgcPda~AD:tend 2008\00.17-08 VESCO Grant AgrcemcnI.doe 582002:39225.1 9 CDC/2008-11 This 2008 Property Owner New Job Opportunities Redevelopment Grant Agreement is dated as of March 17, 2008, and this Grant Agreement shall have no force nor effect unless it has been approved by the governing body of the Agency and fully executed by the parties. This Grant Agreement may be executed, in counterparts, on behalf of the parties by their authorized officers whose signatures appear below. AGENCY Redevelopment Agency of the City of San Bernardino, a public body, corporate litic Date: f/;s- It r By: Emil A. Marzullo, Interim Executive Director Approved as to Form and Legal Content: By,\~ Agency Couns VESCO Young Electric Sign Company, Inc., a Utah Corporation s, Vice President Date: ~-9'-~1" By: P:\Agendaa\Agenda .AttacbmmllI\Agnnt3-An'lmd 2008\03-17-08 YESCO Grant Agreement.do<: 582002:39225.1 10 CDC/2008-II EXHIBIT "A" Map of subject Property P:\Asendu\Agenda Attachments\Agrmts-Amend 2008\03-17-08 YESCO Grant Agreement.doc 582002:39225.1 11 \. It) o I \0 \0 1.\1 .., ." ~~ (3:> 00" c.5 ~ '6""<1 .... 0 00 - c:E4i~ ....- &lCD~O c:c:~t\I 000"'" (1)11)1--2 ... Q) - ~ cQ~ '\:)~ c:ul CO: ..J c: o - C> .c: ;; ~ \. DJe/2008-ll l ,ooT ~ f '. (€9 .ci ::. (f) o (.) . ..:n'''...., @ " ~ J""DIND \!&~ <lJ.NrP" o o Q ~~U:;:c w S~ ~ t! f~.,~~ti:;: ~~~~.:.!!~ 1D1Il""~C'II~ ~ "," 05 <>...0 .. "0 ~~.= "" ..-co ~ "\0<: ~<.\I~ :.tI:Ul 100<: 100" <( CD(/) " - . Q- -J~ <Go. >i" CD~ ~~ '.c: :l'" " . " " ..' ". q.Q , e . ~ -", ~ I I @ 1 r o .. ~ , . '" ~