HomeMy WebLinkAbout2011-133
(COMPANION RESOLUTION CDC/2011-29)
RESOLUTION NO. 2011-133
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING A LICENSE AGREEMENT
WITH HOSPITALITY BUILDING SOUTH, LLC FOR AN OFF -SITE
ELECTRONIC MESSAGE CENTER FREEWAY SIGN AND ACCEPTING
AN EASEMENT GRANTED BY HOSPITALITY BUILDING SOUTH, LLC
(SOUTHEAST INDUSTRIAL PARK REDEVELOPMENT PROJECT
AREA)
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BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY 0
SAN BERNARDINO AS FOLLOWS:
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SECTION 1. The City Manager is hereby authorized and directed to execute on behalf 0
the City a License Agreement for an off-site electronic message center freeway sign for th
Southeast Industrial Park Redevelopment Project Area, said License Agreement being attache
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as Exhibit "1".
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SECTION 2. Said License Agreement shall not take effect or become operative unti
fully signed and executed by the parties, including recordation of the easement attached to th
License Agreement as Exhibit "C". No party shall be obligated under this License Agreemen
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until the time of such full execution. No oral agreements, amendments, modifications or waiver
are intended or authorized and shall not be implied from any act or course of conduct of an
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party.
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SECTION 3. The authorization to execute the License Agreement shall be automaticall
rescinded if the parties fail to execute it within sixty (60) days after the passage of thi
Resolution.
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE
CITY OF SAN BERNARDINO APPROVING A LICENSE AGREEMENT
WITH HOSPITALITY BUILDING SOUTH, LLC FOR AN OFF-SITE
ELECTRONIC MESSAGE CENTER FREEWAY SIGN AND ACCEPTING
AN EASEMENT GRANTED BY HOSPITALITY BUILDING SOUTH, LLC
(SOUTHEAST INDUSTRIAL PARK REDEVELOPMENT PROJECT
AREA)
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I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and
8 Common Council of the City of San Bernardino at a joint regular
meeting thereof, held
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on the
6th day of
June
, 2011, by the following vote, to wit:
10 Council Members:
11 MARQUEZ
12 VACANT
13 BRINKER
14 SHORETT
15 KELLEY
16 JOHNSON
17 MC CAMMACK
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AYES
NAYS
ABSTAIN ABSENT
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({#i. t/hd ~1IIf# 1::
Rachel lark, City Clerk ~K/r ;r ~
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The foregoing Resolution is hereby approved this gfrr day of June
,2011.
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Approved as to Form:
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JAMES F. PENMAN,
City Attorney
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Bj1 // 4~ .
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2011-133
Exhibit "1"
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LICENSE AGREEMENT AMONG THE CITY OF SAN BERNARDINO, HOSPIT ALIT
BUILDING SOUTH AND THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO REGARDING OFF -SITE ELECTRONIC MESSAGE CENTER
FREEWAY SIGN
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RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
Redevelopment Agency of the
City of San Bernardino
201 North "E" Street, Suite 301
San Bernardino, CA 92401
(Space Above Line For Use By Recorder)
Recording Fee Exempt Pursuant to
Government Code Section 6103
LICENSE AGREEMENT BY AND AMONG THE CITY OF SAN BERNARDINO,
HOSPITALITY BUILDING SOUTH, LLC, AND THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO REGARDING OFF-SITE ELECTRONIC MESSAGE CENTER
FREEWAY SIGN
This License Agreement (the "Agreement") is entered into and effective as of
2011, at San Bernardino County, California by and among the City of San Bernardino, a municipal
corporation and a charter city, ("City"), Hospitality Building South, LLC ("Owner"), and the
Redevelopment Agency of the City of San Bernardino ("Agency"), a corporate body, corporate and
politic, 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 on a 1.26 acre site on the south side of Hospitality Lane,
east of Hunts Lane, San Bernardino, California. The proposed sign location is adjacent to the
western property boundary approximately 340 feet east of Hunts Lane in the CG, Commercial
General land use district.
B. The Real Property is located within the Agency's Southeast Industrial Park project area (the
"Project Area").
C. The City and the Owner (collectively, the "Parties") have determined that an Off-Site Electronic
Message Center Freeway Sign (the "Sign") is necessary to increase awareness to redevelopment
businesses in the City of San Bernardino.
D. Increased awareness of the businesses will result in increased sales and will thereby benefit both
the Owner and the City through increased sales tax revenue.
E. This Agreement is intended to set forth the terms and conditions regarding the development,
maintenance and the use of the Sign on Real Property.
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F. In addition to increased sales tax revenue, the City will receive benefits from this Agreement in the
form of (i) revenue sharing from the sign; and (ii) opportunities to display community-oriented
messages, informational announcements, and to promote the overall positive image of the City of
San Bernardino on the Sign.
G. Pursuant to the provisions of the Outdoor Advertising Act (CA Business & Professions Code
Sections 5270 et seq., the "Act") the Sign located on the Real Property constitutes a new On-
Premise Display under the Act and, as such requires Caltrans approval of an Outdoor Advertising
Structure Permit! Application.
H. The Act provides that a new display may be considered an on-premise display as to all businesses
within a redevelopment project area when the local redevelopment agency certifies to Caltrans that
the sign display is restricted to displaying only businesses and activities within the redevelopment
project area in which it is located.
I. On September 21,2009, the Mayor and Common Council of the City approved Development Code
Amendment No. 09-01 and on February 23, 2011, the City of San Bernardino Planning
Commission approved Conditional Use Permit No. 10-07, to allow construction of the Sign on the
Real Property.
J. Conditional Use Permit No. 10-07 requires that the Sign be subject to a License Agreement with
the City as approved by the City's Mayor and Common Council.
K. This Agreement satisfies that requirement for a License Agreement as stated in the Conditional Use
Permit No. 10-07.
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. Recitals. The recitals set out above are true and correct.
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) the City has issued Building
Permit( s) for construction of the Sign, (b) the Owner has notified the City in writing that the Sign
has been fully constructed, tested and is ready for immediate commercial use; and (c) the 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 shall expire twenty (20) years thereafter, unless terminated sooner pursuant to
Paragraph 14, herein.
4. Real Property Matters. The Real Property consists of one legal parcel, Assessor Parcel Number
0141-402-33, as indicated on Exhibit "A" (referred to herein as "Parcel A"). The Sign will be
constructed on a portion of Parcel A in the area described in Exhibit "B" (Sign Easement Area).
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5. Recordin2: of Easement. Concurrent with the Commencement Date (as hereinafter defined), the
Owner will grant an easement to the City for the area described as the Sign Easement Area by
recording the Grant of Easement attached hereto as Exhibit "c" (the "Easement"). Except as
expressly stated in the Grant of Easement, the granting of the Easement will be without any express
or implied representations and/or warranties by the Owner. The Easement is for the sole purpose
of granting right-of-way to the City so that the provisions of this Agreement will constitute
covenants that run with the land as to the Sign Easement Area. The term of the Easement shall be
coterminous with the Term of the License as defined below. Except as expressly stated in this
Agreement to the contrary, the City shall have no right to (and the City shall not) transfer, convey,
assign, encumber, enter upon or use any portion of the Sign Easement Area.
6. City's Actions - License Granted. During the City's ownership of the Easement, the City hereby
grants the Owner a license to access, enter upon and use the Sign Easement Area at any time for
the purposes of construction, inspecting, repairing, maintaining, and/or operating the Sign (the
"License"). No fee or other charge shall be payable to the City in connection with the License.
7. Owner's Obli2:ations. During the term of this Agreement and any extension thereof, the Owner
shall comply with the following:
7.1. Si2:n Installation.
a. The Owner agrees to install and maintain in good condition for twenty (20) years from the
date of the Agreement, the Sign visible to motorists on the 1-10 Freeway as approved by the
City with Conditional Use Permit No. 10-07. Should the Owner sell the Sign, then the City
agrees that the Owner may also, without the City's further consent, assign and transfer this
Agreement and all obligations of both the City and the Owner hereunder.
b. Such Sign shall be subject to all licenses and permits and approvals of all applicable
governmental agencies which approvals shall not be unreasonably withheld. As of the
Commencement Date of this Agreement, the City acknowledges that the Sign complies
with all applicable ordinances and all other requirements of the City.
c. The 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. The 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.
7.2. City Use of Si2:n. For the 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. The City
shall have no right to accumulate any unused airtime. The Owner may grant additional airtime
to the City at the 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 the
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 the City. Further, the City may not sell or otherwise allow any of its
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allotted time to be used by any other third party without the express written consent of the
Owner, which consent may be withheld in the Owner's sole and absolute discretion.
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 the Owner and provided at the City's sole expense. The
City Manager may submit the City's messages and announcements to the Owner, or designee,
for reprogramming of the Sign twice per month, generally on the 1 st and 15th day of each
month. If however, the 1 st 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.
7.3. Revenue Sharine:. The Owner shall pay the City of San Bernardino in accordance with the
following schedule. Years are measured from the Commencement Date.
Years
1-3
4-5
6-15
16 - 20
Amount
$3,000 Annually
$4,000 Annually
$5,000 Annually
$6,000 Annually
Revenue sharing shall constitute payment for all rights provided to the City under this
Agreement and for the operation of the 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 North "D" Street, Sixth Floor
San Bernardino, CA 92418
7.4. Sie:n Content. The Owner and the 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, the Owner agrees not to display messages with the content advertising adult
entertainment, tobacco products or alcoholic beverages, with the exception that the Owner may
advertise events or other functions that are sponsored by companies affiliated with alcoholic
beverages. The City and the 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.
The 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.
7.5. Advertisine:. The Sign shall advertise only businesses and activities located in the Project
Area and as set out on the Agency's current list of such businesses. In the event of any dispute
regarding whether such business or activity is located in the Project Area, the Agency's
Interim Executive Director shall make a final determination. Notwithstanding, even when
such businesses or activities are located in the Project Area, the Owner agrees not to display
messages with content advertising adult entertainment, tobacco products or alcoholic
beverages, with the exception that the Owner may advertise events or other functions that are
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sponsored by companies affiliated with alcoholic beverages. All uses of the Sign shall be at
the Owner's sole and absolute discretion in accordance with the provisions of this Agreement,
the City entitlements, Caltrans authorizations and all applicable Federal, State and local laws
and regulations.
7.6. A2encv Airtime. (1) In addition to any airtime provided to the City, the Owner shall reserve
for the Agency a minimum of three (3) minutes per hour of broadcast time for display of
community oriented messages and!or information announcements regarding businesses or
activities within the project area. The Agency shall comply with all applicable local, Federal
and State rules and regulations in providing such messages and/or announcements. The
Agency may delegate its reserved time to third parties to carry-out such use. Upon request of
the Agency, the Owner may grant additional airtime to the Agency at the Owner's sole
discretion. Such airtime may accrue as agreed in writing between the Owner and the Agency's
Interim Executive Director. The Agency may also, at its option and sole discretion, relinquish
its rights to any of the unused portion of the reserved time to the City for use as set out under
the License Agreement. The Agency may not sell its reserved time.
(2) All copy for display on the Sign pursuant to this subsection shall be submitted to the Owner
by the Agency's Interim Executive Director or hislher designee and shall be provided at the
Agency's sole cost and expense. Such messages may be submitted twice per month for Sign
reprogramming, generally on the 15t and 15th day of each month or as otherwise provided in a
schedule determined by the Owner and the Agency.
7.7. Reportin2 and Monitorin2. The Owner shall maintain a record of all messages displayed on
the Sign and shall report monthly to the Agency on or before the 10th of the month.
8. A2encv Responsibilitv. The Agency has determined that the Owner's execution of and
compliance with this Agreement meets the requirements in the proposed policy, is consistent with
the goals and policies of the Redevelopment plan, and does not diminish the overall appearance of
the community. The Agency therefore, will provide to Caltrans the following necessary documents
to accompany the Owner's Outdoor Advertising Structure Permit! Application: (i) a map of the
subject redevelopment project area; (ii) a list of qualifying businesses and activities located in the
project area; (iii) certification in writing that the project is located within the boundaries of the
project area and will only advertise businesses and activities operating within such redevelopment
project area. In addition, the Agency will also submit its written request for an extension of time
for such permit.
9. A2encv Monitorin2 and Revocation. The Interim Executive Director of the Agency or hislher
designee shall have the authority to monitor the requirements of this Agreement, including, but not
limited to, requesting additional records regarding Sign displays and use of airtime. The Agency
may terminate this Agreement, revoke its certification to Caltrans and notify the City of such
revocation if the Owner fails to comply with the terms hereof. Before such revocation, the Agency
shall provide thirty (30) days prior notice to the Owner of the violation and an opportunity to
correct such violation within that time frame (if correction is possible).
10. Amendments to Proiect Area. In the event that the Project Area is amended, merged or its
boundaries otherwise change, the Agency and the Owner shall amend this Agreement as necessary
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and the Agency shall take all necessary steps to provide Caltrans with a revised listing of qualified
businesses and activities within the revised Project Area.
11. Memorandum of License Ae:reement. Attached hereto as Exhibit "D" is a Memorandum of
License Agreement (the "Memorandum"). Concurrently with the Owner's granting of the
Easement, the Owner and the City shall execute (with signatures duly notarized) the Memorandum.
Concurrently with the recordation of the Grant of Easement, the Parties shall cause the
Memorandum to be recorded in the Office of the San Bernardino County Recorder (immediately
following the recordation of the Grant of Easement).
12. Notice of Memorandum Termination. The Parties hereby agree that upon the expiration or early
termination of the Term of this License Agreement, the then-Owner of Parcel A shall have the
unilateral right to execute, acknowledge and record a Notice of Memorandum Termination in the
form of Exhibit "E", attached hereto. Failure to execute or record the Notice of Termination shall
not affect the expiration or early termination of this Agreement pursuant to its terms.
13. Termination of Easement. The Easement shall automatically terminate and cease to be effective
upon the expiration or early termination of the Term of this License Agreement.
14. Termination. This Agreement may be terminated at any time by thirty (30) days written notice by
the Owner. The City may terminate this Agreement only upon material breach of the Agreement
by the Owner and then only after the City has delivered notice to the Owner of the breach and
provided a reasonable opportunity for the Owner to cure the breach. An opportunity shall be
considered reasonable if the Owner is afforded at least thirty (30) days to cure any alleged breach
unless a sufficient cure requires longer than thirty (30) days, in which case the Owner shall not be
in breach as long as the Owner diligently pursues the cure to completion. The Owner shall
immediately cure the breach upon notice provided by the City. The terms of this Agreement shall
remain in force unless mutually amended. In the event of termination of this Agreement, the
Owner shall remove the Sign within thirty (30) days.
15. 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 the
City and fifty percent (50%) by the Owner.
16. Convenants 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 during such ownership.
17. Indemnitv. The 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 the Owner in its performance of this Agreement, or from any of the Owner'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 City's willful misconduct or negligence. The 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
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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 the City's performance of this Agreement or
from any of the 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.
The City may access the Owner's property on which the Sign is located, upon the Owner's prior
written consent, to perform maintenance to or for any easement or other right of way that the City
may have. The 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 with the City's entrance upon and access to the Owner
property.
18. Insurance. While not restricting or limiting the foregoing, during the term of this Agreement, the
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 Management
prior to undertaking any work under this Agreement. The City shall be set forth as an additional
named insured in each policy of insurance provided hereunder. The Certificate of Insurance
furnished to the City shall require the insurer to notify the City of any change or termination in the
policy.
19. N on-Discrimination. In the performance of this Agreement and in the hiring and recruitment of
employees, the Owner shall not discriminate on the basis of race, creed, color, religion, sex,
physical handicap, ethnic background or country of origin.
20. No Emplovment. The Owner shall perform work tasks provided by this Agreement but for all
intents and purposes, the Owner shall be an independent contractor and not an agent or employee
of the City or of the Agency.
21. 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 of San Bernardino
Attention: Charles E. McNeely, City Manager
300 North "D" Street, Sixth Floor
San Bernardino, CA 92418
To Owner: Hospitality Building South, LLC
Attention: Dr. Irving M. Feldkamp
164 West Hospitality Lane
San Bernardino, CA 92408
To the Agency: Redevelopment Agency of the City of San Bernardino
Attention: Emil A. Marzullo, Interim Executive Director
201 North "E" Street, Suite 301
San Bernardino, CA 92401
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Nothing in this paragraph shall be construed to prevent the giving of notice by personal service.
22. 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 the Owner's in-house andlor outside legal
counsel shall be considered attorneys' fees for the purposes of this Agreement. Venue for such suit
shall be in the County of San Bernardino or in the United States District Court, Central District of
California, Eastern Division.
23. Miscellaneous. Each and all of the provisions hereof shall be binding upon and inure to the benefit
of all successors and assigns and, in that connection, the Owner may assign all or any portion of its
interest in the License Agreement in its sole discretion. This Agreement may not be recorded
except with the written permission of the 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 among 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 or their 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.
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LICENSE AGREEMENT BY AND AMONG THE CITY OF SAN BERNARDINO,
HOSPITALITY BUILDING SOUTH, LLC, AND THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO REGARDING OFF-SITE ELECTRONIC MESSAGE CENTER
FREEWAY SIGN
IN WITNESS WHEREOF the Parties have executed this Agreement on the day and date first
shown above.
ATTEST:
CITY OF SAN BERNARDINO
Rachel Clark, City Clerk
By:
Charles McNeeley, City Manager
By:
APPROVED AS TO FORM:
By:
James F. Penman, City Attorney
By: Hospitality Building South LLC
APPROVED AS TO FORM:
By:
Dr. Irving M. Feldkamp, Authorized Agent
By:
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
ATTEST:
By:
Emil A. Marzullo, Interim Executive Director
By:
APPROVED AS TO FORM AND LEGAL
CONTENT:
By:
Agency Counsel
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