HomeMy WebLinkAboutRS02-City Attorney
. CI\-t OF SAN BERNARD':""O - REQULJT FOR COUNCIL AC'..toN
From: Ralph H. Prince
Subject: Central City Mall Encroachment
Into Mall Area
t..~l't: City Attorney
Date: February 12, 1986
Synopsis of Previous Council action:
12/16/85 City Attorney was instructed to prepare an appropriate
agreement with Central City Mall to encroach into Mall
area consistent with Central City's request.
Recommended motion:
Adopt resolution.
~~~~-
Signature
Contact person:
william Sabourin
Phone:
5055
Supporting data attached:
yes
Ward:
First
FUNDING REQUIREMENTS:
Amount:
None
Source:
N/A
Finance:
ncil Notes:
75.0262
Agenda Item No.
1<5- -2
.~I~ OF SAN BERt'IARDncJO - REQUEST FOR COUrlCIL Ac110N
STAFF REPORT
The storefronts are now recessed about 28 inches from the front edge
of the columns. This recessed area is a part of the publicly owned mall,
which means the City is required to provide custodial services and heating
and air-conditioning.
Bringing the store fronts out to the front edge of the columns
would be in accordance with current design standards for malls. Security
would be improved by elimination of hiding places.
The only undesirable aspect of this request would be a slight in-
crease in congestion during the peak shopping seasons, due to shoppers
stopping within the walkway area to observe displays in store windows.
A copy of the letter from the Central City Company, dated 10-4-85,
setting forth.this request. is attached for reference.
We have reviewed the request, and concur that it would be advanta-
geous for all concerned. Therefore, we recommend that the request be
approved .
Attach.
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CENTRAL CITY COMPANY
295 CENTRAL CITY MALL .
SAN Br'-'\NARDINO, CA 92401 . :I'ELF.PHONE (714) 884-0106
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October 4, 1985
Hr. Roger Hardgrave
Engineering Division
300 North "D" Street
San Bernardino, CA 92418
RE: Storefront Encroachment Permit
Central City Hall
Dear Roger:
Over the past several years I have had more than one discussion with Wayne Overstreet
regarding the possibility of bringing the Hall storefronts out flush with the front
of the columns that support the public portion of the Mall.
During the course of our discussions, we determined that there were advantages to
this concept to both the City and the merchants in the Mall that warranted
further exploration.
The concept is as follows:
A. Over a period of time as leases renew and remodels occur,we will require that
storefronts will be built flush with the front edge of the columns. The
storefronts are now built to our property line, which is recessed 28" behind
the columns. The signs on the storefronts will need to project 5" into the
airspace in front of the columns.
B. Advantages to the City are:
1. A reduction of maintenance in having to clean around all the columns, which
is time consuming. . The cleaning could be done in a straight line, saving
time. Also, there would be an estimated JO,743 sq. ft. less of floor
area to clean, when all stores have been phased in, saving both time and
materials.
2. Improved security by eliminating "hiding" places behind the columns.
3. The Mall will have a more modern state-of-the-art look as stores are
placed into this program. The stores will be closer to customer traffic
and visible for a much greater distance down the Mall. This will result
in higher sales and increased sales tax revenue, and license fees and area
tax revenue to the City.
4. An eventual reduction of 10,743 sq. ft. of liability exposure.
. .
'-.." .
"
Mr. Roger Hardgrave
October 4, 1985
,....,"'
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Page 2
C. Advantages to the Mall are:
1. A more modern looking convenient place to shop, resulting in greater
customer satisfaction.
2. Better visibility and merchandising area closer to the customer,
resulting in improved sales and greater profit to the "merchant.
I believe this is a win/win situation for all concerned. Central City Company
would assume the maintenance responsibility and. the liability within the encroach-
ment area and pass those on to each individual store through their lease.
I would like to start the process necessary to acquire a blanket encroachment
permit for all stores that abut the public areas of the Mall. We will acquire most
of the upper level portion of the Woolworth store shortly after the end of the
year and convert that area into 4 to 7 smaller stores.
We also have 6 stores that have leases expiring at the end of this year. In a
short period of time we could have a number of stores.in the program.
Please advise me of any thoughts you may have and any further steps I should take.
Thank you for your help.
Yours truly,
~
Salvatore F. Catalano, CSM
General Manager
SFc:rlt
'"
1
RESOLUTION NO.
2 RESOLUTION OF THE COMMUNITY DEVELOPMEKT COMMISSION OF THE
CITY OF SAN BERNARDINO AUTHORIZING AND DIRECTING THE EXECUTION OF
3 AN AGREEMENT BETWEEN THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO, THE CITY OF SAN BERNARDINO, AND CENTRAL CITY COMPANY
4 AUTHORIZING AN ENCROACHMENT PERMIT FOR THE CONSTRUCTION OF TENANT
STORES ON THE AGENCY MALL PARCEL AS SHOWN ON EXHIBIT "A" OF THE
5 RECIPROCAL EASEMENT AGREEMENT. SAID ENCROACHMENT SHALL NOT
EXCEED 32" FROM LICENSEE'S PROPERTY LINES IN ANY INSTANCE, AND
6 SHALL BE ALLOWED ON BOTH THE FIRST AND SECOND LEVELS OF CENTRAL
CITY MALL (CENTRAL CITY NO.1 PROJECT AREA).
7
BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF
8 THE CITY OF SAN BERNARDINO AS FOLLOWS:
9 SECTION 1. The Chairman and Secretary of the Community
10 Development Commission of the City of San Bernardino are hereby
11 authorized and directed to execute for and on behalf of the
-....-
12 Redevelopment Agency of the City of San Bernardino a License
13 Agreement between the Redevelopment Agency of the City of San
14 Bernardino, the City of San Bernardino and Central City Company
15 authorizing the encroachment of Central City Mall's tenant stores
16 upon the Agency Mall parcel shown on Exhibit "A" of the
17 Reciprocal Easement Agreement. Said License Agreement, a copy of
18 which is attached hereto, marked Exhibit "A", and incorporated
19 herein by reference shall permit an encroachment upon both the
20 upper and lower levels of the Agency Mall Parcel not to exceed 32
21 inches from the Central City Mall's property line on the mall,
22 which includes a maximum four inch sign projection.
23 Dated:
24 Approved as to form:
25 AGENCY COUNSEL
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27 en R. r~ggs 1/
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1 The foregoing resolution was duly adopted by the following
2 vote, to wit:
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AYES:
Members
5 NAYS:
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7 ABSENT or
ABSTAIN:
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RESOLUTION NO.
RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF A LICENSE AGREEMENT BETWEEN THE CITY OF SAN
BERNARDINO, THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND CENTRAL CITY COMPANY AUTHORIZING AN ENCROACHMENT
PERMIT FOR THE CONSTRUCTION OF TENANT STORES ON THE AGENCY MALL
PARCEL AS SHOWN ON EXHIBIT "A" OF THE RECIPROCAL EASEMENT
5 AGREEMENT. SAID ENCROACHMENT SHALL NOT EXCEED 32" FROM
LICENSEE'S PROPERTY LINES IN ANY INSTANCE, AND SHALL BE ALLOWED
6 ON BOTH THE FIRST AND SECOND LEVELS OF CENTRAL CITY MALL.
7
8
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
9 SECTION 1. The Mayor of the City of San Bernardino is
10 hereby authorized and directed to execute on behalf of said City
11 a License Agreement between the City of San Bernardino, the
12 Redevelopment Agency of the City of San Bernardino and Central
13 City Company authorizing the encroachment of Central City Mall's
14 tenant stores upon the Agency Mall parcel shown on Exhibit "A" of
15 the Reciprocal Easement Agreement. Said License Agreement, a
16 copy of which is attached hereto, marked Exhibit "A", and
17 incorporated herein by reference shall permit an encroachment
18 upon both the upper and lower levels of the Agency Mall parcel
.
19 not to exceed 32 inches from the Central City Mall's property
20 line on the mall, which includes a maximum four inch sign
21 projection.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a
meeting thereof,
held on the
day of
, 1986, by the
following vote, to wit:
/ / / / /
/ / / / /
.........
'C..,,,#,
,
AYES:
Council Members
1
2
3 NAYS:
4 ABSENT:
5
6 City Clerk
7 The foregoing resolution is hereby approved this
8 day of , 1986.
9
10 Mayor of the City of San Bernardino
11 Approved as to form:
~~~~
13 City torney
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LICENSE AGREEMENT
(Central City Company)
THIS LICENSE AGREEMENT (License) is entered into this
day of
, 1986, by and between the CITY OF SAN
5 BERNARDINO, a municipal corporation, referred to as .City., THE
6 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, a
7 local public agency, hereinafter referred to as .Agency., and
8 CENTRAL CITY COMPANY, hereinafter referred to as .Licensee., a
9 joint venture between CTC Company, a California partnership, and
10 Central City Associates, a California Joint Venture.
11
12
1. Recitals.
(a) Licensee desires a license from City and Agency to
13 allow Licensee's tenants to construct their stores flush with the
14 edge of the columns that support the building constructed on the,
15
Agency Mall Parcel shown on Exhibit .A" of the Declaration of
16 Restrictions, Construction, Operation, Restriction and Easement
17 Agreement, (Agreement), dated and recorded December 24, 1970, in
18 book 7580, page 280 of the Official Records of the County of San
19 Bernardino, California, terms defined therein ha~ing the same
20 meaning when used herein. The tenant construction may encroach a
21 distance of 28 inches upon the Agency Mall parcel, on both the
22 upper and lower levels of the Enclosed Mall. Said encroachment
23 line depicted in Exhibit "A", attached hereto, shall be parallel ~
24 to Licensee's existing property lines and shall not extend past
25 the columns supporting the building constructed on the Agency
26 Mall Parcel. However, Licensee's tenants signs shall be
27 permitted to project 4 inches beyond the encroachment line
28 established in this License. Tenant signs shall conform to the
-1-
License.doc
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criteria set forth in the Agreement.
(b) The parties hereto acknowledge that the construction of
tenant stores upon the encroachment area will occur over a period
of time as new leases are executed and store remodeling occurs.
The provisions of this License for actual possession of the
encroachment area, maintenance, liability insurance and
indemnification will become operable on a phased basis, and will
become effective only as building permits are issued to
Licensee's tenants to construct upon encroachment area and will
be effective only as to the area actually constructed upon or
occupied by Licensee or its tenant stores.
(c) The City and Agency will benefit from this License by a
gradual reduction of maintenance and accident liability in the
encroachment area. Security in the public areas of the Enclosed,
Mall will be improved and a greater amount of sales area.will be
created resulting in increased sales tax, business license fees,
area tax and utility tax revenue to the City.
(d) In consideration of the granting of this License by the
City and Agency, Licensee agrees to cooperate re~sonably with the
City and Agency in determining the feasibility of developing and
implementing a modernization plan for the Enclosed Mall that
would include the addition of a fourth department store, the
addition of a restaurant/food court at the east end of the
Enclosed Mall in the outdoor Harris' Court area, and a
refurbishment plan of the Enclosed Mall and the Agency Parking
Parcel.
(e) City desires to grant a license to Licensee for the
encroachment described in paragraph lea) above to the extent such
-2-
License.doc
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license may be given by City and Agency upon the conditions set
forth in this License.
2. License Granted.
City and Agency grant to Licensee a license to construct or
cause to be constructed tenant stores upon the encroachment area
as depicted on Exhibit -A-. The store structures shall not
encroach more than 28 inches upon the Agency Mall Parcel except a
4 inch sign projection is permitted. This license is subject to
any conditions imposed by the City Engineer or the Superintendent
of the Building and Safety Department of City for the
construction of stores upon the encroachment area.
3. Construction.
Licensee agrees and agrees to require of its tenants that
any construction within the encroachment area comply with all
codes of the City of San Bernardino that are applicable to such
construction and that drawings of the proposed construction be
submitted to the Department of Building and Safety and building
permits obtained prior to the commencement of any work.
4. Rules and Reaulations.
Licensee shall observe and require its tenants to observe
all rules, regulations, ordinances and enactments of City and all
applicable statutes of the State of California in constructing
and maintaining tenant stores within the encroachment area.
5. Liability Insurance.
Licensee agrees to procure and maintain and/or cause its
tenants to procure and maintain in force during the term of this
License and any extension, at no cost to the City or Agency,
public liability insurance in a minimum amount of at least
-3-
License.doc
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$500,000 combined single limit, with responsible companies to
protect against liability resulting from, arising out of, or in
any way connected with, the construction of tenant stores into
the encroachment area and the occupation or use of the
encroachment area by such tenant stores. Licensee shall provide
or cause to be provided to City's Risk Management Division a
certificate of insurance and an additional insured endorsement
which provides:
(a) The City of San Bernardino is an additional insured.
(b) The insurance company name, policy number, period of
coverage and the amount of insurance.
(c) That the City Clerk of the City of San Bernardino must
be given notice in writing at least 30 days prior to
cancellation, material change or refusal to renew the policy.
(d) That Licensee or Licensee's tenants insurance ~ill be
primary to any coverage the City of San Bernardino may have in
effect.
The requirements of this paragraph 5 shall become operative
only as building permits are issued for the construction of
.
tenant stores upon the encroachment area, and then only as to the
area actually constructed upon or occupied by the tenant store.
6. Title of PrODertv.
Licensee acknowledges the title and paramount interest of
City and Agency to the Agency Mall Parcel, and agrees that this
License shall not be asserted to assail or resist City's or
Agency's title or interest therein.
7. Indemnification.
Licensee shall exercise its privileges under this License at
-4-
License.doc
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1 its own risk. Licensee shall indemnify and hold harmless City,
2 its elective and appointive boards, commissions, officers, agents
3 and employees from liability resulting from, arising out of, or
4 connected with, the construction upon the encroachment area, the
5 occupation or use of the encroachment area by Licensee's tenant
6 stores, both during and after the construction thereof, including
7 claims resulting from the conduct of Licensee, its employees,
8 invitees, guests or agents of Licensee, or Licensee's failure to
9 perform its promises in connection herewith. Licensee shall
10 defend, or cause its tenants to defend, City, its elective and
11 appointive boards, commissions, officers, agents and employees
12 from any suits or actions at law or in equity for damages caused,
13 or alleged to have been caused, by reason of any of Licensee's
14 operations under this license.
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8 . Waiver.
16 Waiver by a party of any breach of any provision of this
17 license does not waive any subsequent breach of the same or any
18 other provision.
19
9. Notice.
20 All notices relating to this license shall be in writing and
21 delivered in person or sent by certified mail, postage prepaid,
22 addressed as follows:
23
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City of San Bernardino
Attn: Real Property Division
300 North RDR Street
San Bernardino, CA 92418
The Redevelopment Agency of the
City of San Bernardino, California
300 North RDR Street
San Bernardino, CA 92418
Central City Company
295 Central City Mall
San Bernardino, CA 92401
-5-
License.doc
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10. Assianment.
No assignment of this License by Licensee, its successors,
legal representatives or assigns, or any subsequent assignee,
except to a successor to Licensee as Developer under the
Agreement, shall be binding upon City and Agency without the
written consent of City and Agency in each instance except that
Licensee may permit or require its tenants by lease or other
agreement to construct and operate stores upon the encroachment
area without further consent of City and/or Agency. City and
Agency shall not unreasonably withhold their consent.
11. Amendment.
This License may be amended or modified only by written
agreement signed by both parties.
12. Term.
This License shall run concurrent with the Agreement
heretofore referred to, and during the term of any extension
thereof. This License shall not be terminable except as the
Agreement is terminated.
13. Maintenance.
Licensee agrees to cause its tenants to maintain in good
repair at all times any structure, windows, storefronts,
entrances, etc., built upon the encroachment area. This
maintenance responsibility shall commence upon the issuance of a
building permit and shall apply only to the area for which the
building permit was issued.
14. Free of Liens.
Licensee shall payor cause its tenants to pay all costs of
construction upon the encroachment area and shall keep the
-6-
License.doc
1 encroachment area free and clear of any and all claims arising
2 out of the performance of work or furnishing of materials for
3 said construction.
4 15. possessorv Interest.
S Licensee acknowledges this License may create a possessory
6 interest subject to property taxation and that Licensee may be
7 subject to the payment of property taxes levied on such interest.
8 Licensee agrees to and shall hold harmless the City from any and
9 all liability for any such taxes.
10 16. Conflict with Central Citv Mall.
11 City and Agency do not warrant or make any representation
12 concerning its full control over the Agency Mall Parcel. City is
13 lessee of such property by lease from The Redevelopment Agency of
14 the City of San Bernardino, California; in addition, City and
15 Agency are signatories with numerous other parties to the
16 Agreement. The existence of each of these documents is called to
17 the attention of Licensee. Each is a public record, duly
18 recorded. In the event any other party to the Agreement claims
19 or has any rights to or control over or interest.in the portion
20 of the Agency Mall Parcel covered by this License, Licensee shall
21 hold City, its officers, agents and employees, and the
22 Redevelopment Agency of the City of San Bernardino and the
23 Community Development Commission, harmless from any claims,
24 demands, suits or judgments arising from Licensee or its tenants
25 encroachment upon the Agency Mall Parcel under this License. In
26 the event this License, or any portion thereof, should be
27 determined by a court of competent jurisdiction to be void or if
28 any of Licensee's rights be set aside, Licensee shall have no
-7-
License.doc
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recourse against City and Agency, their officers, agents and
employees.
17. Bindina Effect.
This License binds and benefits the parties and their
successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this
License Agreement on the date first above written.
ATTEST:
CITY OF SAN BERNARDINO
By
City Clerk
Mayor
THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO CALIFORNIA
Approved as to form:
By
Chairman
ce;f~y~~
By
Secretary
CENTRAL CITY COMPANY,
a Joint Venture .
Approved as to Legal Form
and Adequacy:
BY: eTC COMPANY,
a California Partnership
~~
Agency Counsel
By
A General Partner
BY: CENTRAL CITY ASSOCIATES,
a Joint Venture
By
Joint Venturer
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saalm AII1HOglNOH
. CI~ OF SAN BERNARD~O - REQUbtr FOR COUNCIL ACtiON
F-~: Ralph H. Prince Su~~: Central City Mall Encroachment
into Mall Area
Dept: City Attorney
Date: February 12, 1986
Synopsis of Previous Council ~ion:
.
12/16/85 City Attorney was instructed to prepare an appropriate
agreement with Central City Mall to encroach into Mall
area consistent with Central City's request.
Recommended motion:
(
Adopt resolution.
/Z~ ~_~::
Signature
Contact penon:
William Sabourin
Phone:
5055
Supporting data attached:
les
Ward:
First
FUNDING REQUIREMENTS:
Amount:
None
Source:
N/A
Finance:
lcil Notes:
75--0262
Agenda Item No Q 5 - ..2
. .
. . .
. .crt? OF SAN BERf'IARDhdO - REQU~T FOR COU~.CIL ACtiON
STAFF REPORT
The storefronts are now recessed about 28 inches from the front edge
of the columns. This recessed area is a part of the publicly owned mall,
which means the City is required to provide custodial services and heating
and air-conditioning.
Bringing the store fronts out to the front edge of the columns .
would be in accordance with current design standards for malls. Security
would be improved by elimination of hiding places.
The only undesirable aspect of this request would be a slight in-
crease in congestion during the peak shopping seasons, due to shoppers
stopping within the walkway area to observe displays in store windows.
A copy of the letter from the Central City Company, dated 10-4-85,
setting forth.this request, is attached for reference.
We have reviewed the request, and concur that it would be advanta-
geous for all concerned. Therefore, we recommend that the request be
approved .
(
Attach.
.
.
por~C)A.I 0+ /.;L-/b-,f.s- j)~'P'?rlcc. I~4t
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CENTRAL CITY COMPANY
295 CENTRAL OTY MALL .
. ,
SAN BF.RNARDINO, CA 92401 " ~..F.~HONE (114) lI84-Ol06
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October 4, 1985
Mr. Roger Hardgrave
Engineering Division
300 North .0" Street
San Bernardino, CA 92418
RE: Storefront Encroachment Permit
Central City Mall
Dear Roger:
Over the past several years I have had more than one discussion with Wayne Overstreet
regarding the possibility of bringing the Mall storefronts out flush with the front
of the columns that support the public portion of the Mall.
During the course of our discussions, we determined that there were advantages to
this concept to both the City and the merchants in the Mall that warranted
further exploration.
The concept is as follows:
A. ' Over a period of time as leases renew and remodels occur, we will require that
storefronts will be built flush with the front edge of the columns. The
storefronts are now bunt to our property line, which is recessed 28" behind
the columns. The signs on the storefronts will need to project 5" into the
airspace in front of the columns.
B. Advantages to the City are:
1. A reduction of maintenance in having to clean around all the columns, which
is time consuming. ' The cleaning could be done in a straight line, saving
time. Also, there would be an estimated 10,743 sq; ft. less of floor
area to clean, when all stores have been phased in, saving both time and
materials.
2. Improved security by eliminating .hiding" places behind the columns.
3. The Mall will have a more modern state-of-the-art look as stores are
placed into this program. The stores will be closer to customer traffic
and visible for a much greater distance down the Mall. This will result
in higher sales and increased sales tax revenue, and license fees and area
tax revenue to the City.
4. An eventual reduction of 10,743 sq. ft. of liability exposure.
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Hr. Roger Hardgrave
October 4, 1985
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C. Advantages to the Mall are:
1. A more modern looking convenient place to shop, resulting in greater:
customer satisfaction.
2. Better visibility and merchandising area closer to the customer,
resulting in improved sales and greater profit to the 'merchant.
I believe this is a win/win situation for 'all concerned. Central City Company
would assume the maintenance responsibility and,the liability within the encroach-
ment area and pass those on to each individual store through their lease.
I would like to start the process necessary to acquire a blanket encroachment
permit for all stores that abut the public areas of the Mall. We will acquire most
of the upper level portion of the Woolworth store shortly after the end of the
year and convert that area into 4 to 7 smaller stores.
We also have 6 stores that have leases expiring at the end of this year. In a
short period of time we could have a number of stores ,in the program.
,,' Please advise me of any thoughts you may have and any further steps I should take.
Thank you for your help.
Yours truly,
~
Salvatore F. Catalano, CSM
General Manager
SFC:rlt
"""""
1
RESOLUTION NO.
2
BE IT RESOLVED BY THE COMMUNITY DEVELOPMENT COMMISSION OF
THE CITY OF SAN BERNARDINO AS FOLLOWS:
9 SECTION 1. The Chairman and Secretary of the Community
10 Development Commission of the City of San Bernardino are hereby
11 authorized and directed to execute for and on behalf of the
12 Redevelopment Agency of the City of San Bernardino a License
13 Agreement between the Redevelopment Agency of the City of San
r- 14 Bernardino, the City of San Bernardino and Central City Company
15 authorizing the encroachment of Central City Mall's tenant stores
16 upon the Agency Mall parcel shown on Exhibit "A" of the
17 Reciprocal Easement Agreement. Said License Agreement, a copy of
18 which is attached hereto, marked Exhibit "A", and incorporated
19 herein by reference shall permit an encroachment upon both the
20 upper and lower levels of the Agency Mall Parcel not to exceed 32
21 inches from the Central City Mall's property line on the mall,
22 which includes a maximum four inch sign projection.
23 Dated:
24 Approved as to form:
25 AGENCY COUNSEL
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~t.44 za~
By a-,'.~ ~
27 en. r~ggs
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vote, to wit:
The foregoing resolution was duly adopted by the following
AYES:
NAYS:
ABSENT or
ABSTAIN:
Members
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LICENSE AGREEMENT
(Central City Company)
THIS LICENSE AGREEMENT (License) is entered into this
day of
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, by and between the CITY OF
5 SAN BERNARDINO, a municipal corporation, referred to as .City.,
6 THE REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO,
7 CALIFORNIA, a local public agency, hereinafter referred to as
8 .Agency., and CENTRAL CITY COMPANY, hereinafter referred to as
9 .Licensee., a joint venture between CTC Company, a California
10 Partnership, and Central City Associates, a California Joint
11 Venture.
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14 permit Licensee's tenants to construct their stores flush with
(a) Licensee desires a license from City and Agency to
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the edge of the columns that support the building constructed on
16 the Agency Mall Parcel shown on Exhibit .A. of the Declaration of
17 Restrictions, Construction, Operation, Restriction and Easement
18 Agreement, (Agreement), dated and recorded December 24, 1970, in
19 Book 7580, Page 280 of the Official Records of the County of San
20 Bernardino, California. All terms defined therein shall have the
21 same meaning when used herein. The tenant construction may
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encroach a distance of 28 inches upon the Agency Mall Parcel, on
both the upper and lower levels of the Enclosed Mall. Said,
encroachment line depicted in Exhibit .A., attached hereto, shall
be parallel to Licensee's existing property lines and shall not
extend past the columns supporting the building 'constructed on
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the Agency Mall Parcel. In addition, Licensee's tenant signs
shall be permitted to project 4 inches beyond
the encroachment
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line established in this License. Tenant signs shall conform to
the criteria set forth in the Agreement.
(b) The parties hereto acknowledge that the construction of
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tenant stores upon the encroachment area will occur over a period
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of time as new leases are executed and store ~remodeling occurs.
The provisions of the License for actual possession of the
encroachment area, maintenance, liability insurance and
indemnification will become operable on a phased basis, and will
become effective only as building permits are issued to
Licensee's tenants to construct upon encroachment area and will
be effective only as to the area actually constructed upon or
occupied by Licensee or its tenant stores.
(c) The City and Agency will benefit from this License by a
gradual reduction of maintenance and accident liability in the
encroachment area. Security in the public areas of the Enclosed
Mall will be improved and a greater amount of sales area will be
created resulting in increased sales tax, business license fees,
area tax and utility tax revenue to the City.
(d) City desires to grant a license to Licensee for the
encroachment described in paragraph lea) above to the extent such
license may be given by the City and Agency upon the conditions
set forth in the License.
2. Undertakings by Licensee.
(a) City and Agency acknowledge that over the past several
years, Licensee has provided various benefits to the public areas
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of the Mall, which have eased the burdens imposed upon City and
Agency. City and Agency desire that many of these benefits will
continue to De ptov1ded by or through Licensee. Benefits
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provided in the recent past by or through Licensee include, but
are not limited to, (I) eLLOILS by Licensee to have CCMA, Inc.,
the former Central City Mall Merchants Association, institute and
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pay for, as a voluntary contribution, a parkthg control program
to provide better security in the customer paikingaI~a~'o~ ~u~
~all at an annual cost to CCMA, Inc., of approximately $60,000,
with approximately $200,000 so expended to date, (2) construction
of a security office and Information Center in the center of the
Mall at a cost of approximately $35,000, (3) installation and
maintenance of a closed circuit security TV system to monitor the
Mall's public areas, with installation costs of approximately
$50,000 and annual maintenance costs of approximately $4,000, (4)
contribution of not less than $12,000 annually toward a portion
of the ongoing costs of Mall security forces, (5) furnishing of
Security and Information Booth secretarial service and support
staff at an annual cost of more than $18,000, (6) decoration of
the public areas of the Mall with more than $100,000 o.f Christmas
decorations and more than $35,000 of other seasonal decorations
without claiming any offset against area tax, (7) installation of
hanging plant materials in the Harris' and Ward Court areas to
beautify the Mall at a cost of approximately $23,000, (8)
installation of flowered planters and continuous flower
replacement for such planters at the Mall's main entrance at
Second Street to assist in beautifying the downtown area, with an
installation cost of approximately $2,000 and annual flower
replacement costs of approximately $1,500, and (9) furnishing of
reflective white ceiling paint for dark areas of the three-level
parking structure at a cost of approximately $5,000.
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(b) Licensee, as partial consideration for the grant of
this License, agrees to continue its efforts toward
beautification, improved safety services, an~ ~roviding of
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support services on an ongoing basis, and agrees , that it will (1)
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use its best efforts to assure, to the extent 'that it is.able to
do so, that CCMA. Inc., will continue to provide a parking
program, (2) maintain the closed circuit TV system as long as it
exists and is technologically current, (3) continue its
contributions to the Mall security costs at no less than its
present level, (4) continue to provide secretarial service and
support staff for the Security and Information Booth; (5)
continue to provide decorations for the public areas of the Mall
during the holiday season, as well as other seasonal decorations,
without claiming an offset against area tax; (6) maintain as
necessary the hanging plant materials in the Harris' and Ward
Court areas, and continue to look for further opportunities to
beautify the public areas of the Mall; and (7) continue to assist
City's Director of Public Buildings with materials and supplies,
when and as available, for improvements within the three-level
parking structure.
3. Consideration.
(a) In consideration of the granting of this License by the
City and Agency, Licensee agrees to cooperate reasonably with the
City and Agency in determining the feasibility of developing and
implementing a modernization plan for the Enclosed Mall that
would include the addition of an upscale major department store
as a fourth department store, the addition of a restaurant/food
court at the east end of the Enclosed Mall in the outdoor Harris'
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Court area, and a refurbishment plan of the Enclosed Mall and the
Agency Parking Parcel.
(b) The parties recognize that it would be to 'the mutual
advantage of the parties to attract a depart~~nt store with
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upscale merchandising policies, hereinafter ieferred to as
.Upscale Major., as a fourth major department store. Licensee
agrees to actively pursue the acquisition of such an Upscale
Major, recognizing, however, that any such addition would require
consent of all parties to the Agreement. If Licensee, through
its own efforts or through the combined efforts of City, Agency
and Licensee, succeeds in locating a potential Upscale Major
willing to locate within the Enclosed Mall, or any extension or
enlargement thereto, Licensee agrees to use its best efforts to
obtain approval of all other parties to the Agreement and their
respective Lenders. Any such acquisition effort may be suspended
if the then operating Upscale Majors in the Greater Los Angeles
marketing area are not interested in locating in the City of San
Bernardino.
4. License Granted.
City and Agency grant to Licensee a license to construct or
cause to be constructed tenant stores upon the encroachment area
as depicted on Exhibit .A". The store structures shall not
encroach more than 28 inches upon the Agency Mall Parcel except a
four-inch sign projection is permitted. This license is subject
to any conditions imposed by the City Engineer or the
Superintendent of the building and Safety Department of the City
for the construction of stores upon the encroachment area.
5. Construction.
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Licensee agrees and agrees to require of its tenants that
any construction within the encroachment area comply with all
codes of the City of San Bernardino that are applicable to such
construction and that drawings of the proposed construction be
submitted to the Department of Building and Safety and bailding
permits obtained prior to the commencement of any work.
6. Rules and Regulat.ions.
Licensee shall observe and require its tenants to observe
all rules, regulations, ordinances and enactments of City and all
applicable statutes of the State of California in constructing
and maintaining tenant stores within the encroachment area.
7. Liability Insurance.
Licensee agrees to procure and maintain and/or cause its
tenants to procure and maintain in force during the term of this
License and any extension, at no cost to the City or Agency,
public liability insurance in a minimum amount of at least
$500,000 combined single limit, with responsible companies to
protect against liability resulting from, arising out of, or in
any way connected with, the construction of tenant stores into
the encroachment area and the occupation or use of the
encroachment area and the occupation or use of the encroachment
area by such tenant stores. Licensee shall provide or cause to
be provided to City's Risk Management Division a certificate of
insurance and an additional insured endorsement which provides:
(a) The City of San Bernardino is an additional insured.
(b) The insurance company name, policy number, period of
coverage and the amount of insurance.
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(c) That tbe City Clerk of the City of San Bernardino must
be given notice in writing at least 30 days prior to
cancellation, material change or refusal to renew the policy.
(d) Tbat Licensee or Licensee's tenants, insurance will be
primary to any coverage tbe City of San Bernardino may blve in
effect.
The requirements of this paragraph 5 shall become operative
only as building permits are issued for the construction of
tenant stores upon the encroachment area, and then only as to the
area actually constructed upon or occupied by the tenant store.
8. Tit.le of Property.
Licensee acknowledges the title and paramount interest of
City and Agency to the Agency Mall Parcel, and agrees that this
License shall not be asserted to assail or resist City's or
Agency's title or interest therein.
9. Indemnification. Licensee shall exercise its privileges
under this License at its own risk. Licensee shall indemnify and
hold barmless City, its elective and appointive boards,
commissions, officers,'agents and employees from liability
resulting from, arising out of, or connected with, the
construction upon the encroachment area, the occupation or use of
the encroachment area by Licensee's tenant stores, both during
and after the construction thereof, including claims resulting
from the conduct of Licensee, or Licensee's failure to perform
its promises in connection herewith. Licensee shall defend, or
cause its tenants to defend, City, its elective and appointive
boards, commissions, officers, agents and employees from any
suits or actions at law or in equity for damages caused, or
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alleged to have been caused, by reason of any of Licensee's
operations under this license.
10. Waiver.
Waiver by a party of any breach of any pr9vision of this
license does not waive any subsequent breAch 'of the same'or any
other provision.
11. Not.icA.
All notices relating to this license shall be in writing and
delivered in person or sent by certified mail, postage prepaid,
addressed as follows:
City of San Bernardino
Attn: Real Property Division
300 North .D. Street
San Bernardino, CA 92418
The Redevelopment Agency of the
City of San Bernardino, California
300 North .D. Street
San Bernardino, CA 92418
Central City Company
295 Central City Mall
San Bernardino, CA 92401
12. AssignmAnt..
No assignment of this License by Licensee, its successors,
legal representatives or assigns, or any subsequent assignee,
except to a successor to Licensee as Developer under the
Agreement, shall be binding upon City and Agency without the
written consent of City and Agency in each instance except that
Licensee may permit or require its tenants by lease or other
agreement to construct and operate stores upon the encroachment
area without further consent of City and/or Agency. City and
;.
Agency shall not unreasonably withhold their consent.
13. AmAndment..
This License may be amended or modified only-by written
agreement signed by both parties.
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14. fUJI.
This License shall run concurrent with the Agreement
heretofore referred to, and during the term o~ any extension
thereof. This License shall not be terminable except as the
Agreement is terminated.
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15. Maint.enance.
Licensee agrees to cause its tenants to maintain in good
repair at all times any structure, windows, storefronts,
entrances, etc., built upon the encroachment area. This
maintenance responsibility shall commence upon the issuance of a
building permit and shall apply only to the area for which the
building permit was issued.
16. Pree of Liens.
Licensee shall payor cause its tenants to pay all costs of
construction upon the encroachment area and shall keep the
encroachment area free and clear of any and all claims arising
out of the performance of work or furnishing of materials for
said construction.
17. Possessory Interest.
Licensee acknowledges this License may create a possessory
interest subject to property taxation and that Licensee may be
SUbject to the payment of property taxes levied on such interest.
Licensee agrees to and shall hold harmless the City from any and
all liability for any such taxes.
18. Conflict. wit.h Central Cit.y Mall.
City and Agency do not warrant or make any representation
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concerning its full control over the Agency Mall Parcel. City is
lessee of such property by lease from the Redevelopment Agency of
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the City of San Bernardino, California; in addition, City and
Agency are signatories with numerous other parties to the
Agreement. The existence of each of these documents is called to
the attention of Licensee. Each is a public:record, duly
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recorded. In the event any other party to the Agreement:claims
or has any rights to or control over or interest in the portion
of the Agency Mall Parcel covered by this License, Licensee shall
hold City, its officers, agents and employees, and the
Redevelopment Agency of the City of San Bernardino and the
Community Development Commission, harmless from any claims,
demands, suits or judgment arising from Licensee or its tenants
encroachment upon the Agency Mall Parcel under this License. In
the event this License, or any portion thereof, should be
determined by a court of competent jurisdiction to be void of if
any of Licensee's rights be set aside, Licensee shall have no
recourse against City and Agency, their officers, agents and
employees.
19. Bindinq Effect.
This License binds and benefits the parties and their
successors and assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this
License Agreement on the date first above written.
ATTEST:
CITY OF SAN BERNARDINO
1"
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By
Mayor
City Clerk
Approved as to form:
THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO, CALIPORNIA
By
Chairman
City Attorney
By
Secretary
CENTRAL CITY COMPANY,
a Joint Venture
Approved as to legal form
and adequacy:
BY: CTC COMPANY,
a California Partnership
By
Agency Counsel A General Partner
BY: CENTRAL CITY ASSOCIATES,
a Joint Venture
By
Joint Venturer
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I1NIID AI_SINGH
1 RESOLUTION NO. Pi..$f
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF A LICENSE AGREEMENT BETWEEN THE CITY OF SAN
3 BERNARDINO, THE REDEVELOPMENT AGENCY OF THE CITY OF SAN
BERNARDINO AND CENTRAL CITY COMPANY AUTHORIZING AN ENCROACHMENT
4 PERMIT FOR THE CONSTRUCTION OF TENANT STORES ON THE AGENCY MALL
PARCEL AS SHOWN ON EXHIBIT "A" OF THE RECIPROCAL EASEMENT
5 AGREEMENT. SAID ENCROACHMENT SHALL NOT EXCEED 32" FROM
LICENSEE'S PROPERTY LINES IN ANY INSTANCE, AND SHALL BE ALLOWED
6 ON BOTH THE FIRST AND SECOND LEVELS OF CENTRAL CITY MALL.
7
8
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
OF SAN BERNARDINO AS FOLLOWS:
9 SECTION 1. The Mayor of the City of San Bernardino is
10 hereby authorized and directed to execute on behalf of said City
11 a License Agreement between the City of San Bernardino, the
12 Redevelopment Agency of the City of San Bernardino and Central
13 City Company authorizing the encroachment of Central City Mall's
14 tenant stores upon the Agency Mall parcel shown on Exhibit "A" of
15 the Reciprocal Easement Agreement. Said License Agreement, a
16 copy of which is attached hereto, marked Exhibit "A", and
17 incorporated herein by reference shall permit an encroachment
18 upon both the upper and lower levels of the Agency Mall parcel
19 not to exceed 32 inches from the Central City Mall's property
20 line on the mall, which includes a maximum four inch sign
21 projection.
22 I HEREBY CERTIFY that the foregoing resolution was duly
23 adopted by the Mayor and Common Council of the City of San
24 Bernardino at a meeting thereof,
25 held on the day of , 1986, by the
26 following vote, to wit:
27 I I I I I
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3 NAYS:
AYES:
Council Members
4 ABSENT:
5
6 City Clerk
7 The foregoing resolution is hereby approved this
8 day of , 1986.
9
10 Mayor of the City of San Bernardino
11 Approved as to form:
./7~ ,,/~ C>
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13 City A torney
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1 LICENSE AGREEMENT
2 (Central City Company)
3 THIS LICENSE AGREEMENT (License) is entered into this
4 day of , 1986, by and between the CITY OF SAN
5 BERNARDINO, a municipal corporation, referred to as .City., THE
6 REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO, CALIFORNIA, a
7 local public agency, hereinafter referred to as "Agency", and
8 CENTRAL CITY COMPANY, hereinafter referred to as "Licensee., a
9 joint venture between CTC Company, a California partnership, and
10 Central City Associates, a California Joint Venture.
11 1. Recitals.
12 (a) Licensee desires a license from City and Agency to
13 allow Licensee's tenants to construct their stores flush with the
14 edge of the columns that support the building constructed on the
15 Agency Mall Parcel shown on Exhibit "A" of the Declaration of
16 Restrictions, Construction, Operation, Restriction and Easement
17 Agreement, (Agreement), dated and recorded December 24,1970, in
18 book 7580, page 280 of the Official Records of the County of San
19 Bernardino, California, terms defined therein having the same
20 meaning when used herein. The tenant construction may encroach a
21 distance of 28 inches upon the Agency Mall parcel, on both the
22 upper and lower levels of the Enclosed Mall. Said encroachment
23 line depicted in Exhibit "A", attached hereto, shall be parallel
24 to Licensee's existing property lines and shall not extend past
25 the columns supporting the building constructed on the Agency
26 Mall Parcel. However, Licensee's tenants signs shall be
27 permitted to project 4 inches beyond the encroachment line
28 established in this License. Tenant signs shall conform to the
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License.doc
EXHIBiT
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1 criteria set forth in the Agreement.
2 (b) The parties hereto acknowledge that the construction of
3 tenant stores upon the encroachment area will occur over a period
4 of time as new leases are executed and store remodeling occurs.
5 The provisions of this License for actual possession of the
6 encroachment area, maintenance, liability insurance and
7 indemnification will become operable on a phased basis, and will
8 become effective only as building permits are issued to
9 Licensee's tenants to construct upon encroachment area and will
10 be effective only as to the area actually constructed upon or
11 occupied by Licensee or its tenant stores.
12 (c) The City and Agency will benefit from this License by a
13 gradual reduction of maintenance and accident liability in the
14 encroachment area. Security in the public areas of the Enclosed
15 Mall will be improved and a greater amount of sales area will be
16 created resulting in increased sales tax, business license fees,
17 area tax and utility tax revenue to the City.
18 (d) In consideration of the granting of this License by the
19 City and Agency, Licensee agrees to cooperate reasonably with the
20 City and Agency in determining the feasibility of developing and
21 implementing a modernization plan for the Enclosed Mall that
22 would include the addition of a fourth department store, the
23 addition of a restaurant/food court at the east end of the
24 Enclosed Mall in the outdoor Harris' Court area, and a
25 refurbishment plan of the Enclosed Mall and the Agency Parking
26 Parcel.
27 (e) City desires to grant a license to Licensee for the
28 encroachment described in paragraph lea) above to the extent such
-2-
License.doc
1 license may be given by City and Agency upon the conditions set
2 forth in this License.
3 2. License Granted.
4 City and Agency grant to Licensee a license to construct or
5 cause to be constructed tenant stores upon the encroachment area
6 as depicted on Exhibit "A". The store structures shall not
7 encroach more than 28 inches upon the Agency Mall Parcel except a
8 4 inch sign projection is permitted. This license is subject to
9 any conditions imposed by the City Engineer or the Superintendent
10 of the Building and Safety Department of City for the
11 construction of stores upon the encroachment area.
12 3. Construction.
13 Licensee agrees and agrees to require of its tenants that
14 any construction within the encroachment area comply with all
15 codes of the City of San Bernardino that are applicable to such
16 construction and that drawings of the proposed construction be
17 submitted to the Department of Building and Safety and building
18 permits obtained prior to the commencement of any work.
19 4. Rules and ReQulations.
20 Licensee shall observe and require its tenants to observe
21 all rules, regulations, ordinances and enactments of City and all
22 applicable statutes of the State of California in constructing
23 and maintaining tenant stores within the encroachment area.
24 5. Liabilitv Insurance.
25 Licensee agrees to procure and maintain and/or cause its
26 tenants to procure and maintain in force during the term of this
27 License and any extension, at no cost to the City or Agency,
28 public liability insurance in a minimum amount of at least
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$500,000 combined single limit, with responsible companies to
protect against liability resulting from, arising out of, or in
any way connected with, the construction of tenant stores into
the encroachment area and the occupation or use of the
encroachment area by such tenant stores. Licensee shall provide
or cause to be provided to City's Risk Management Division a
certificate of insurance and an additional insured endorsement
which provides:
(a) The City of San Bernardino is an additional insured.
(b) The insurance company name, policy number, period of
coverage and the amount of insurance.
(c) That the City Clerk of the City of San Bernardino must
be given notice in writing at least 30 days prior to
cancellation, material change or refusal to renew the policy.
(d) That Licensee or Licensee's tenants insurance will be
primary to any coverage the City of San Bernardino may have in
effect.
The requirements of this paragraph 5 shall become operative
only as building permits are issued for the construction of
tenant stores upon the encroachment area, and then only as to the
area actually constructed upon or occupied by the tenant store.
6. Title of Propertv.
Licensee acknowledges the title and paramount interest of
City and Agency to the Agency Mall Parcel, and agrees that this
License shall not be asserted to assail or resist City's or
Agency's title or interest therein.
7. Indemnification.
Licensee shall exercise its privileges under this License at
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1 its own risk. Licensee shall indemnify and hold harmless City,
2 its elective and appointive boards, commissions, officers, agents
3 and employees from liability reSUlting from, arising out of, or
4 connected with, the construction upon the encroachment area, the
5 occupation or use of the encroachment area by Licensee's tenant
6 stores, both during and after the construction thereof, including
7 claims resulting from the conduct of Licensee, its employees,
8 invitees, guests or agents of Licensee, or Licensee's failure to
9 perform its promises in connection herewith. Licensee shall
10 defend, or cause its tenants to defend, city, its elective and
11 appointive boards, commissions, officers, agents and employees
12 from any suits or actions at law or in equity for damages caused,
13 or alleged to have been caused, by reason of any of Licensee's
14 operations under this license.
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8. waiver.
16 Waiver by a party of any breach of any provision of this
17 license does not waive any subsequent breach of the same or any
18 other provision.
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9. Notice.
20 All notices relating to this license shall be in writing and
21 delivered in person or sent by certified mail, postage prepaid,
22 addressed as follows:
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City of San Bernardino
Attn: Real Property Division
300 North "D" Street
San Bernardino, CA 92418
The Redevelopment Agency of the
City of San Bernardino, California
300 North "D" Street
San Bernardino, CA 92418
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Central City Company
295 Central City Mall
San Bernardino, CA 92401
1 10. Assianment.
2 No assignment of this License by Licensee, its successors,
3 legal representatives or assigns, or any subsequent assignee,
4 except to a successor to Licensee as Developer under the
5 Agreement, shall be binding upon City and Agency without the
6 written consent of city and Agency in each instance except that
7 Licensee may permit or require its tenants by lease or other
8 agreement to construct and operate stores upon the encroachment
9 area without further consent of City and/or Agency. City and
10 Agency shall not unreasonably withhold their consent.
11 11. Amendment.
12 This License may be amended or modified only by written
13 agreement signed by both parties.
14 12. Term.
15 This License shall run concurrent with the Agreement
16 heretofore referred to, and during the term of any extension
17 thereof. This License shall not be terminable except as the
18 Agreement is terminated.
19 13. Maintenance.
20 Licensee agrees to cause its tenants to maintain in good
21 repair at all times any structure, windows, storefronts,
22 entrances, etc., built upon the encroachment area. This
23 maintenance responsibility shall commence upon the issuance of a
24 building permit and shall apply only to the area for which the
25 building permit was issued.
26 14. Free of Liens.
27 Licensee shall payor cause its tenants to pay all costs of
28 construction upon the encroachment area and shall keep the
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License.doc
1 encroachment area free and clear of any and all claims arising
2 out of the performance of work or furnishing of materials for
3 said construction.
4 15. Possessory Interest.
5 Licensee acknowledges this License may create a possessory
6 interest subject to property taxation and that Licensee may be
7 subject to the payment of property taxes levied on such interest.
8 Licensee agrees to and shall hold harmless the City from any and
9 all liability for any such taxes.
10 16. Conflict with Central Citv Mall.
11 City and Agency do not warrant or make any representation
12 concerning its full control over the Agency Mall Parcel. City is
13 lessee of such property by lease from The Redevelopment Agency of
14 the City of San Bernardino, California; in addition, City and
15 Agency are signatories with numerous other parties to the
16 Agreement. The existence of each of these documents is called to
17 the attention of Licensee. Each is a public record, duly
18 recorded. In the event any other party to the Agreement claims
19 or has any rights to or control over or interest in the portion
20 of the Agency Mall Parcel covered by this License, Licensee shall
21 hold City, its officers, agents and employees, and the
22 Redevelopment Agency of the City of San Bernardino and the
23 Community Development Commission, harmless from any claims,
24 demands, suits or judgments arising from Licensee or its tenants
25 encroachment upon the Agency Mall Parcel under this License. In
26 the event this License, or any portion thereof, should be
27 determined by a court of competent jurisdiction to be void or if
28 any of Licensee's rights be set aside, Licensee shall have no
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License.doc
1 recourse against City and Agency, their officers, agents and
2 employees.
3
17. BindinQ Effect.
4 This License binds and benefits the parties and their
5 successors and assigns.
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13 THE REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO CALIFORNIA
6 IN WITNESS WHEREOF, the parties hereto have executed this
7 License Agreement on the date first above written.
ATTEST:
CITY OF SAN BERNARDINO
By
City Clerk
Mayor
14 Approved as to form:
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By
Chairman
~~~~
City At orney
By
Secretary
CENTRAL CITY COMPANY,
a Joint Venture
Approved as to Legal Form
and Adequacy:
BY: CTC COMPANY,
a California Partnership
~~
Agency Counsel
By
A General Partner
BY I CENTRAL CITY ASSOCIATES,
a Joint Venture
By
Joint Venturer