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Recorded in Official Records
San Bernardino County
Bob Dutton
RECORDING REQUESTED BY AND Assessor-Recorder-County Clerk
WHEN RECORDED,MAIL TO: DOC a 2021-0553698
12/10/2021 Titles: 1 Pages: 38
City of Grand Terrace 02:42 PM
SAN Fees: $125.00
22795 Barton Road Taxes: $0.00
CA SB2 .00
Grand Terrace,CA 92313 F3010 Total : Fee: $0125.00
Attention: City Clerk
APN:0275-191-06-0000&0275-191-30-0000 SPACE ABOVE THIS LINE FOR THE RECORDER'S USE
COMMUNITY BENEFITS AGREEMENT
BETWEEN CITY OF GRAND TERRACE AND GRANDT-1, LLC
This COMMUNITY BENEFITS AGREEMENT (this "Agreement") is entered into as of
November 9,2021 ("Agreement Date"),by and between CITY OF GRAND TERRACE,a California
municipal corporation ("City") and GRANDT-1, LLC, a California limited liability company
("Property Owner"). City and Property Owner are sometimes referred to below individually as a
"Party"or,jointly as the "Parties."
RECITALS
A. Property Owner submitted an application for a Conditional Use Permit,a Zoning/Land
Use Consistency Determination, and an Architectural/Site Plan Review, to allow development of an
industrial chassis and trailer storage facility ("Project") on a 22-acre site located approximately 520
feet north of Vivienda Avenue and south of the Santa Ana River Trail in the northwestern portion of
City of Grand Terrace, CA, and with Assessor's Parcel Nos. 0275-191-06 and 0275-191-30 and
legally described on attached Exhibit A("Property").
B. On August 25,2020,City Council conducted a public hearing and adopted Resolution
No. 2020-32 approving a Mitigated Negative Declaration for the Project for compliance with the
California Environmental Quality Act(CEQA) and approving the Project.
C. The Property is currently zoned Heavy Industrial (M-2), with a small portion of the
northern boundary within an Agricultural Overlay District(AG).
D. City acknowledges, in addition to the community benefits described in Recital E and
Section 3,that the Project will provide significant economic benefit to City,including,but not limited
to, improvement of public roadways, increase in property tax benefits, local job creation, generally
increase the security in the general area, maintenance and development of vacant, blighted land
resulting in a reduction of calls for Sheriffs' service, Code Enforcement and other City services.
E. Property Owner desires to (i) annually contribute Ten Thousand Dollars ($10,000)to
City for the benefit of the Grand Terrace community for a period of ten (10) years commencing on
the date of issuance of the certificate of occupancy for the Project, (ii) at Property Owner's sole cost
and expense,design and construct a teaching amphitheater at Grand Terrace Fitness Park as provided
in Exhibit B; (iii) dedicate an exclusive easement in gross to the City for access to and use as a
pedestrian trail connection to the Santa Ana River Trail and, at Property Owner's sole costs and
expense,design and construct such pedestrian trail connection to the Santa Ana River Trail and related
01247.0005/742457.10 1
improvements,including but not limited to access road improvements, as provided in Exhibit C and
C=1;and(vi)dedicate an exclusive easement in gross to City for a portion of the Property as provided
in Exhibit D and depicted on Exhibit D-1 ("Community Easement Area") for agricultural and
public uses which includes,but not be limited to, agricultural and public uses as defined herein and,
at Property Owner's sole costs and expense, design and construct certain related improvements as
described further in this Agreement.
F. Property Owner desires to file a Parcel Map with the City as a mechanism to guarantee
the establishment of a lot/area set aside for the Community Easement Area and the Pedestrian Trail
Easement(as defined below).
G. Subject to reservation of Discretionary Actions (defined below) in accordance with
applicable law, City desires to reasonably cooperate with Property Owner in development of the
Property.
H. Subject to City's reservation of Discretionary Actions, conditioned upon availability
of City resources and subject to applicable law including City's Municipal Code, City desires to
expeditiously process the Government Agency Approvals.
I. Pursuant to this Agreement, the Parties agree to cooperate for the economic and other
benefits of the Project to the Grand Terrace community.
J. Property Owner desires to knowingly and voluntarily enter into this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby confirmed by each Party, the Parties have agreed to enter into this Agreement and
to be bound by this Agreement's terms and conditions set forth below.
1. Recitals; Effective Date.
1.1 Recitals.The Recitals set forth above are incorporated herein by this reference.
1.2 Effective Date. The Agreement shall be effective on the day it is recorded in
the Official Records of San Bernardino County ("Official Records") concurrently with all
subordination agreements executed by all lenders of record in a form approved by the City Attorney.
2. Definitions.
"Agreement"is defined in the introductory paragraph of this Agreement.
"Approved Title Exceptions"is defined in Section 3.4.
"Property Owner"is defined in the introductory paragraph of this Agreement.
"CEQA"means the California Environmental Quality Act.
"City"is defined in the introductory paragraph of this Agreement.
"Community Benefits"shall be those benefits provided in Section 3.
01247.0005/742457.10 2
"Community Benefit Payment(s)"is defined in Section 3.1.
"Community Benefit Agreement"is this Agreement.
"Community Easement Area" means that portion of the Property depicted and legally
described in Exhibit D and depicted in Exhibit D-1.
"Cure Period"is defined in Section 7.
"Default"means any failure by a Party to perform its obligations or responsibilities under this
Agreement as defined in Section 7.
"Default Notice"is defined in Section 7.
"Defaulting Party"is defined in Section 7.
"Delayed Obligation"is defined in Section 11.18.
"Due Diligence Documents"is defined in Section 3.2(d)(i).
"Discretionary Action(s)"is defined in Section 4.
"Effective Date"is defined in Section 1.2.
"Environmental Review Process" means the Government Agencies' compliance with
environmental statutes, including,but not limited to, CEQA.
"Force Majeure"is defined in Section 11.18.
"Government Agencies" refers to the federal, state, and local agencies that are involved in
the permitting and approval of the Project, including, but not limited to, the Environmental Review
Process.
"Government Agency Approvals" means any permitting or approvals required by
Government Agencies for the Project, including, but not limited to, the Environmental Review
Process.
"Non-Defaulting Party"is defined in Section 7.
"Official Records"is defined in Section 1.2.
"Party"or"Parties"is defined in the introductory paragraph of this Agreement.
"Payment Due Date(s)"is defined in Section 3.1(b).
"Project"is defined in Recital A.
"Property" is that certain 22-acre property in City of Grand Terrace and located near North
Terrace Road and Railroad Access Road and bounded on the north by Santa Ana River Trail with
Assessor's Parcel Nos. 0275-191-06-0000 & 0275-191-30-0000.
01247.0005/742457.10 3
"PTR"is defined in Section 3.4(d)(ii)(1).
"Title Company"is defined in Section 3.4(d)(ii)(1).
"Title Policy"is defined in Section 3.4(d).
3. Community Benefits. As part of the Project and in consideration for approvals which
may be granted by the City for the Project, Property Owner agrees(i)to pay the Community Benefit
Payments pursuant to Section 3.1; (ii)design and construct a teaching amphitheater at Grand Terrace
Fitness Park as provided in Section 3.2; (iii) dedicate an exlusive easement in gross to the City for
access to and use as a pedestrian trail connection to the Santa Ana River Trail and, at Property
Owner's sole costs and expense, design and construct such pedestrian trail connection to the Santa
Ana River Trail and related improvements, including but not limited to access road improvements
pursuant to Section 3.3; and (iv) dedicate an exclusive easement in gross to City for a portion of the
Property for agricultural and public uses which includes,but not be limited to,agricultural and public
uses as defined herein and, at Property Owner's sole costs and expense, design and construct certain
related improvements pursuant to Section 3.4 (jointly the"Community Benefits").
3.1 Community Benefit Payment(s).
a. Payment Amount. Property Owner shall make annual payments to
City in the amount of Ten Thousand Dollars($10,000) for a period of ten(10)years commencing on
the date of issuance of the Certificate of Occupancy for the Project ("Community Benefit
Payment").
b. Due Date. Without demand or notice, the Community Benefit
Payments shall be due and payable on the first day of the month following the date of issuance of the
Certificate of Occupancy for the Project, and thereafter on the same day of each year("Payment Due
Date").
C. Payment Information. The Community Benefit Payments, including
any applicable late charges as provided in Section 3.1(d), shall be paid by check payable to the"City
of Grand Terrace",hand delivered or mailed to the following address:
City of Grand Terrace
22795 Barton Road
Grand Terrace, CA 92313
Attention: City Manager
d. Effect of Nonpayment of Community Benefit Payments. If a
Community Benefit Payment is not received by City within fifteen (15) days of the Payment Due
Date, after written notice by City to Property Owner, a late charge of Ten Percent (10%) of the
Community Benefit Payment shall be due and owing concurrently with the Community Benefit
Payment.
3.2 Fitness Park Amphitheater.
a. Desisn and Construction.At Property Owner's sole cost and expense,
Property Owner shall design, prepare the plans and specifications, and complete construction of a
01247.0005/742457.10 4
teaching amphitheater at Grand Terrace Fitness Park as provided in Exhibit B ("Teaching
Amphitheater"). Property Owner shall not commence construction of the Teaching Amphither until
the City has approved in writing the design, plans, and specifications thereof. Construction of the
Teaching Amphitheater shall be completed by March 1,2022("Amphitheater Completion Date").
b. Completion Bond.
(i) In the event that Property Owner is unable to design and
complete construction of the Teaching Amphitheater prior to the Amphitheater Completion Date,
Property Owner shall notify the City thereof and may submit a completion bond in the amount of
$75,000.00 to secure the completion of the Teaching Amphitheater pursuant to this Agreement. The
completion bond required shall contain the original notarized signature of an authorized officer of the
surety and affixed thereto shall be a certified and current copy of his power of attorney. The bond
shall be unconditional and remain in force until Teaching Amphitheater has been accepted by City
and shall be null and void only if the Property Owner promptly and faithfully performs all terms and
conditions of this Agreement and pays all labor and materials for work and services under this
Agreement.
(ii) City shall release the Completion Bond when the following
have occurred:
(1) Property Owner has made a written request for release
and provided evidence of satisfaction of all other requirements under this Section 3.2; and
(2) the Teaching Amphitheater has been accepted by the
City.
C. Alternative Payment. In the alternative, Property Owner may pay
$75,000.00 to the City prior to the Amphitheater Completion Date in lieu of completing the
construction of the Teaching Amphitheater.
3.3 Santa Ana Trail Connection.
a. Construction of Pedestrian Trail. At Property Owner's sole cost and
expense, Property Owner shall design, prepare the plans and specifications for, and construct a
pedestrian trail connection and related improvements to the Santa Ana River Trail, including but not
limited to access road improvements, as provided in Exhibit C and C-1 ("Pedestrian Trail").
Property Owner shall not commence construction of the Pedestrian Trail until the City has approved
in writing the design,plans, and specifications thereof.
b. Pedestrian Trail Dedication. Property Owner shall irrevocably
dedicate the Pedestrian Trail, as provided in Exhibits C and C-1, as an exclusive easement in gross
to the City for for public access and use thereof as a trail to the Santa Ana River Trail ("Pedestrian
Trail Easement"). Such dedication shall be subject to the City Engineer's written approval.
C. Completion. The Pedestrian Trail shall be completed within one (1)
year of the Effective Date.
d. Maintenance.
01247.0005/742457.10 5
(i) The City shall have no duties or liability of any kind for the
Pedestrian Trail Easement until the City has accepted the Pedestrian Trail and the Pedestrian Trail
Easement.
(ii) Upon the City's acceptance of the Pedestrian Trail and the
Pedestrian Trail Easement,at Property Owner's sole cost and expense,Property Owner shall maintain
the Pedestrian Trail as set forth in this Agreement. In this regard, Property Owner shall maintain the
Pedestrian Trail (i) in a clean, sanitary, attractive and operable condition reasonably consistent with
the level of maintenance that the City provides to other similar public facilities and improvements
which the City maintains in other areas of the City,(ii)in a manner to ensure that the Pedestrian Trail
complies with the requirements set forth in Exhibits C and C-1, and (iii) in conformity with the
City's requirements and applicable law (including,but not limited to,the requiresments of the Grand
Terrace Municipal Code and any applicable City standards relating to the maintenance of City parks)
(collectively the "Required Maintenance Standards"). The City shall determine, in its sole
discretion, the level and frequency of maintenance of the Pedestrian Trail to meet the Required
Maintenance Standards. "Maintenance", as that term is used in this Agreement, is intended to mean
the routine work and services required to maintain the Pedestrian Trail in accordance with the
Required Maintenance Standards. The Property Owner shall be responsible for the maintenance of
any additional City improvements and/or enhancements that the City may elect to construct or
improve in the Pedestrian Trail (the"Additional City Improvements").
(iii) Repairs/Replacement/Reconstruction.
(1) Ordinary Repairs; Replacement and Reconstruction.
Property Owner shall be responsible for the ordinary and typical repair, replacement and
reconstruction of the Pedestrian Trail made necessary by the normal, routine, and regular use of the
Pedestrian Trail by the public.
(2) Vandalism and Criminal Misconduct. Property Owner
shall. be responsible for the capital replacement or reconstruction of the Pedestrian Trail resulting
from vandalism or criminal misconduct or from any public use. Property Owner shall be responsible
for(i) the repair of minor damage from vandalism to the Pedestrian Trail and (ii) for the removal of
graffiti from the Pedestrian Trail.
(iv) Right of Entry.
(1) Upon City's acceptance of the Pedestrian Trail and the
Pedestrian Trail Easement, City hereby grants to Property Owner a non-exclusive right of entry over
and across the Pedestrian Trail Easement,reasonably necessary to access and maintain the Pedestrian
Trail in accordance with this Agreement. However, by way of example and not limitation, Property
Owner vehicles may not park on sidewalks or other surfaces that are not designed to carry vehicular
traffic. Property Owner shall use all reasonable care in maintaining the Pedestrian Trail, and it shall
employ all traffic control measures as may be required by the Grand Terrace Municipal Code,by any
permit that Property Owner may need for such maintenance,or by the Director of Public Works. The
City shall have the unilateral right, for health and safety reasons,to temporarily suspend such right of
entry over the Pedestrian Trail, and, if the City does so, this Agreement shall not be enforced as to
any Pedestrian Trail for which such right of entry is necessary, but only during the period of such
01247.0005/742457.10 6
suspension. At such time that Property Owner's right of entry is restored, the Pedestrian Trail shall
be in substantially the same or better condition as when the right of entry was suspended.
(v) Notice(s)of Deficiency.
(1) If,in the opinion of the City,Property Owner at any time
fails to maintain the Pedestrian Trail in accordance with the standards set forth in this Agreement,the
City shall give written notice to Property Owner specifying the exact nature of such deficiency. Such
written notice of deficiency from the City shall be addressed to Property Owner and require that
Property Owner take appropriate corrective action within thirty (30) days of receipt of such written
notice. The period for correction may be shorter if, in the City's opinion, the deficiency poses a risk
to the health or safety of the public.
(vi) Emergency Maintenance.
(1) Notwithstanding Section 3.3(d)(v)above, if there exists
a hazardous condition creating a possibility of serious injury to persons or property as a result of
Property Owner's failure to maintain in accordance with this Agreement,Property Owner shall,upon
receipt of the City's notice of deficiency, be required to take prompt corrective action. If the City
determines, in its sole and absolute discretion, that the hazardous condition creates an immediate
possibility of serious injury to persons or property, the City may forego the giving of notice, and
immediately take the corrective action necessary to correct the hazardous condition. The reasonable
costs incurred by the City in taking such corrective action shall be assessed against Property Owner,
as described in Section 3.3(d)(vii)below.
(vii) Enforcement.
(1) If Property Owner, within the time period set forth in
the notice of deficiency, does not undertake and complete the corrective work required in the notice
of deficiency,the City may(but is not obligated to)undertake and complete such corrective measures
as are set forth in the notice and assess the reasonable costs of such corrective measures against
Property Owner, including the City's reasonable attorney's fees and costs.
(viii) Liens.
(1) Property Owner shall keep the Pedestrian Trail and
Pedestrian Trail Easement free of liens as the result of Property Owner's activities, shall promptly
remove any liens placed thereon due to any actions of Property Owner or any person or entity acting
under Property Owner, and shall indemnify, defend and hold the City harmless from any and all
liability, loss or expense associated with any such liens.
3.4 Dedication and Development of Community Easement Area.
a. Grant of Community Easement.Within 45 days of the Effective Date
but prior to the issuance of any building permits, Property Owner shall irrevocably dedicate the
Community Easement Area, as provided in Exhibits D and D=1, as an exclusive easement in gross to
the City for agricultural and public uses as it may reasonably be determined consistent with applicable
laws and ordinances. "Agricultural and public uses"may include, but not be limited to, establishing
a community garden pursuant to such guidelines as City may determine which may include granting
01247.0005/742457.10 7
individuals to plant, cultivate and remove plants, crops and similar items grown on the Community
Easement Area. City shall be solely responsible to oversee and enforce any such program. City may
erect buildings and structures as it may determine to facilitate use of the Community Easement Area.
All agricultural uses shall comply with all applicable laws and, to the extent practical under the
circumstances of the use, in accordance with sound, generally accepted agricultural and soil
conservation practices to promote soil stabilization and reduce soil erosion. City shall use reasonable
efforts to prevent polluting of the surface of the Community Easement Area provided this restriction
shall not restrict the use of fertilizers and pesticides in connection with the activities permitted under
this Agreement. Such dedication shall be subject to the City Engineer's written approval.
b. Development of Community Easement Area.
(i) Property Owner Duty. At Property Owner's sole cost and
expense,Property Owner shall landscape and maintain the Community Easement Area(including any
structures located thereon) as set forth on Exhibit D and D-1 and maintain same in good and safe
condition at all times unless and until City accepts the dedication of the Community Easement Area
and activates its rights to develop the Community Easement Area pursuant to Section 3.4(b)(ii)
("Easement Trigger Date"). Until the Easement Trigger Date, City shall have no duties or liability
of any kind for the Community Easement Area. Any structures erected by Property Owner shall
comply with all applicable laws and Property Owner shall not permit any liens to be recorded against
the Community Easement Area due to its actions. Property Owner shall not permit the dumping or
accumulation of trash,junk, garbage or similar items on the Community Easement Area.
(ii) City Duty. City shall have the right, but not the obligation, to
develop the Community Easement Area as a community farm and with public improvements as
depicted in Exhibit D and D-1. In the event that City determines that it will develop the Community
Easement Area,then, at Property Owner's sole cost and expense,Property Owner agrees to install all
improvements provided in Exhibits D and D-1, which includes,but is not limited to, (1)installation
of all required infrastructure and related appurtenances for the provision of potable water to the
Community Easement Area at the location provided in Exhibits D and D-1; (2) obtaining all
necessary easements or other property rights for the provision of potable water at the location
provided in Exhibits D and D-1, and convey such easements or other property rights to the City; (3)
obtain all permits and clearances that may be required by any government agency or utility as may
be applicable for the provision of potable water at the location provided in Exhibits D and D-1; (4)
take any other action required for the provision of potable water at the location provided in Exhibits
D and D-1; (5) installation of a raised bed planters as provided in Exhibits D and D-1; installation
of a gravel parking lot as provided in Exhibits D and D-1;and installation of a Green Fence to shield
the Community Easement Area from the Property Owner's adjacent storage operation as provided in
Exhibits D and D-1. Furthermore, Property Owner,in good faith, shall participate in diligent efforts
to secure access to electricity and any other necessary utilities which can be utilized for the
Community Easement Area.
C. City's Sole and Absolute Discretion Reeardina Use of Easement.
Notwithstanding any other Section of this Agreement, City shall have the sole and absolute discretion
to activate the use of the Community Easement Area pursuant to this Agreement.
d. Delivery of Documents and Closing of Easement.
01247.0005/742457.10 8
(i) Due Diligence Documents. Within ten (10) days of the
Effective Date and prior to issuance of building permits for the Project, Property Owner shall deliver
to City copies of all documents related to the Community Easement Area which are in Property
Owner's possession or control, including, but not limited to, soils studies, environmental reports,
surveys, engineering reports, etc. ("Due Diligence Documents").
(ii) Title Insurance.
(1) PTR. Within ten(10)days that all Government Agency
Approvals have been issued and prior to issuance of building permits for the Project,Property Owner
shall cause Fidelity National Title Insurance Company("Title Company")to deliver to City a current
preliminary title report for the Community Easement Area together with access to all referenced
documents and a plotting of the easements("PTR"). City shall promptly review the PTR and deliver
written notice to Property Owner of its approval of any exceptions therein within twenty(20)days of
receipt by City("Approved Title Exceptions").
(2) Title Insurance Policy. Prior to issuance of building
permits for the Project,City may,at its sole and absolute discretion,cause the Title Company to issue
an ALTA non-extended owner's policy of title insurance showing title vested in Property Owner and
the Community Easement vested in City and subject only to the exceptions approved by City. The
amount of coverage shall be (i) the fair market value of the Community Easement, plus (ii) the
estimated costs of developing the Community Easement Area as specified in the Community
Easement Agreement.
(3) Cooperation by Property Owner. Property Owner shall
promptly provide all documents required by the Title Company in order to issue the Title Policy
including,but not limited to,any authority documents by Property Owner, and by taking such actions
as may be necessary for City, at no cost to City, to acquire the Title Policy subject only to the
exceptions approved by City.
(4) Allocation of Costs. Property Owner shall pay the cost
of the PTR. City shall pay all costs of the Title Policy to the Title Company.[
3.5 Final Acceptance
Acceptance of any work required by this Agreement shall only be by action of the City
Council of the City of Grand Terrace. Neither the acceptance nor any prior inspections or failure to
inspect shall constitute a waiver by City of any defects in the work. From and after acceptance, the
relevant work shall be owned and operated by City. As a condition to acceptance, Property Owner
shall certify to City in writing that all of the work has been performed in strict conformity with the
Agreement and that all costs have been paid or supplied to City for security required herein,
satisfactory to City, guaranteeing such performance.
4. Reservation of Discretionary Authority. Notwithstanding the terms and conditions of
this Agreement, certain discretionary actions incidental to matters described in this Agreement
(including, without limitation, the grant by City, individually or in conjunction with another
governmental agency,of governmental approvals,permits or entitlements with respect to the Project)
may require the exercise of discretion by one or more decision-making bodies at City and such
discretionary actions cannot lawfully be committed by contract pursuant to California law. Nothing
01247.0005/742457.10 9
in this Agreement is intended or shall be interpreted to limit City's exercise of discretion with respect
to any actions needed from City as a Governmental Agency nor shall anything in this Agreement be
construed to(a)grant or commit City to grant,Property Owner,or any other person,any discretionary
governmental approvals,permits or entitlements or leasehold rights with respect to the Project,or(b)
limit or restrict City's discretion with respect to(i)the approval,conditional approval or denial of any
development approvals or entitlements that may be required from City for the Project as a
Governmental Agency, (ii) exercise of any other discretionary authority with respect to the Project
possessed by City under the police power, or(iii) any environmental approvals that may be required
under CEQA or any other environmental laws or regulations in conjunction with any development
approval required for the Project (all such decisions or actions, collectively, "Discretionary
Actions"). In the event City takes or fails to take one or more of the Discretionary Actions, any such
action or inaction shall not constitute a breach of City's obligations under this Agreement or of any
express or implied covenant herein.
5. Mutual Cooperation and Assistance. The successful implementation of the terms of
this Agreement will require a coordinated effort by the Parties. Without limiting the effect of the
timing requirements of this Agreement, each Party agrees to work together collaboratively with the
other Party and to take such further actions and execute such additional documents as may be
reasonably necessary to carry out the provisions of this Agreement while preserving,to the maximum
extent possible, all material consideration to both Parties and Property Owner agrees to use its best
efforts,in good faith,to agree upon and implement the Project consistent with their purpose and intent
as described in this Agreement and the Government Agency Approvals, and in a manner that allows
the Grand Terrace community to realize the Community Benefits and to maximize the economic and
other benefits of the Project. City agrees, subject to reservation of discretion with respect to any
Discretionary Actions,to reasonably cooperate with and assist Property Owner in the Environmental
Review Process and the Governmental Agency Approvals process. City also agrees, subject to
reservation of discretion with respect to any Discretionary Actions and availability of City resources
(including, but not limited to, City staffing), to expeditiously process the Environmental Review
Process and Governmental Agency Approvals process that are within City's jurisdiction.
6. Term and Termination.
6.1 Term. The term of this Agreement shall commence on the Effective Date and
terminate as provided herein.
6.2 Termination By Property Owner. At any time prior to obtaining all
Government Agency Approvals for the Project and provided Property Owner has not defaulted or
breached this Agreement, Property Owner may elect,in its discretion,to terminate this Agreement by
providing thirty(30)days' written notice to City but Property Owner shall terminate,cancel or waive
any Governmental Agency Approvals previously issued for the Project. Property Owner's right to
terminate shall not be a default under Section 7.Termination by Property Owner shall not be deemed
to terminate the Community Benefit Easement if it has been recorded in the Official Records.
6.3 Termination By City. City may, in its sole discretion and without liability,
terminate this Agreement at any time, with or without cause,by providing written notice to Property
Owner. However,upon termination by City,City shall not be obligated to(a)return any Community
Benefit Payment already paid to City; (b) vacate, abandon, or otherwise give up its interest in the
Community Easement Area; or (c) pay Property Owner for any of costs incurred in carrying out its
01247.0005/742457.10 10
obligations under this Agreement. City's right to terminate shall not be a default under Section 7.
6.4 Removal of Agreement from Title. Upon termination of this Agreement and
written request from Property Owner, City shall execute and acknowledge a document (as approved
by the City Attorney) acknowledging this Agreement is terminated which shall be recorded in the
Official Records by City.
7. Breach, Default and Cure. Before either Party may declare a Default and take any
action based thereon (including, without limitation, commencing any administrative or judicial
proceeding),the procedures in this Section 7 must be followed. The Party asserting a Default("Non-
Defaulting Party")may elect to do so by providing written notice to the Party alleged to be in Default
("Defaulting Party") specifying the nature of the Default and the actions to be taken by the
Defaulting Party to cure or remedy the Default ("Default Notice"). The Defaulting Party shall have
thirty(30)days from receipt of the Default Notice within which to cure the Default("Cure Period")
and, if it fails to do so within that period, it shall be deemed in Default, and the Non-Defaulting Party
may exercise any rights or remedies available under this Agreement, in equity(including the right to
specifically enforce this Agreement)or by law;provided,however,that if the nature of the Default is
such that it cannot reasonably be cured within thirty(30)days,the Defaulting Party shall be afforded
reasonable additional time so long as it commences such cure within the Cure Period and diligently
pursues such cure to completion.
8. Equitable Relief. The Parties acknowledge and agree that, in the event of a Default,
damages would be extremely difficult or impossible to determine and that a remedy at law alone
would be inadequate and the breach would, therefore, result in irreparable injury to the Non-
Defaulting Party. Accordingly, the Parties agree that, in addition to any other available remedies for
breach,the Non-Defaulting Party shall be entitled to obtain both temporary and permanent mandatory
injunctive relief to enforce the provisions of this Agreement and to seek specific performance of the
obligation as to which the Default exists.
9. Property Owner's Covenants, Representations&Warranties.
9.1 Covenants. Property Owner covenants and agrees with City that the Project's
operations shall strictly comply with City Council Resolution No 20-32 with the accompanying
Mitigation Monitoring Program and conditions of approval and, fin Cher, shall comply with all
applicable law.
9.2 Representations and Warranties. Property Owner makes the following
representations and warranties to City as of the Effective Date each of the following:
a. The only lien against the Property is that certain Deed of Trust dated December 19,2017
executed by Property Owner as trustor to First American Title Company as trustee in
favor of Perry Storage LLC, a Georgia limited liability company (as to a 50% interest)
and Georg L Johnson or Thea Johns, as Co-Trustees of the Johnson Family Trust(as to
a 50% interest)jointly as beneficiary ("Existing Lender") recorded on December 20,
2017 as Instrument No. 2017-0542123 in the Official Records against the Property
securing a note of even date in the principal amount of One Million Three Hundred
Twenty-Seven Seven Hundred Fifty Dollars($1,327,750) ("Existing Trust Deed").
01247.0005/742457.10 11
b. Property Owner is a duly organized and existing limited liability company under the
laws of the State of California, has full right, power and authority to carry on its
activities and to execute, deliver, perform, comply with and consummate this
Agreement and the person executing this Agreement on behalf of Property Owner has
full authority to bind Property Owner under this Agreement.
C. The execution of this Agreement by Property Owner, its delivery to City and the
performance by Property Owner of its obligations under this Agreement have been duly
authorized by its management.
d. The execution, delivery, performance of and compliance with this Agreement has not
resulted and will not result in any violation of, or be in conflict with, any federal, state
or local law,policy or regulation applicable to Property Owner.
e. Property Owner has reviewed this Agreement with its own legal counsel and knowingly
and voluntarily entered into this Agreement.
If Property Owner becomes aware of any act or circumstance which would change or render
incorrect, in whole or in part, any representation or warranty made by Property Owner hereunder,
whether as of the Effective Date or any time thereafter through the termination of the Agreement,
Property Owner shall give immediate written notice of such changed fact or circumstance to City,but
such notice shall not release Property Owner of any liabilities or obligations with respect thereto.
10. City's Representations and Warranties. To the extent permitted by law, City
represents and warrants to Property Owner as follows:
a. Except as expressly set forth herein, City is relying solely upon its own inspection,
investigation and analysis of the foregoing matters and is not relying in any way upon
any representations,statements,agreements or other information by or from Property
Owner not expressly contained in this Agreement.
b. The execution of this Agreement by City, its delivery to Property Owner and the
performance by City of its obligations under this Agreement have been authorized
by its City Council.
C. The execution, delivery, performance of and compliance with this Agreement has
not resulted and will not result in any violation of,or be in conflict with, any federal,
state or local law,policy or regulation applicable to City.
If City becomes aware of any act or circumstance which would change or render incorrect,in
whole or in part, any representation or warranty made by City hereunder, whether as of the Effective
Date or any time thereafter through the termination of the Agreement,then City shall give immediate
written notice of such changed fact or circumstance to Property Owner, but such notice shall not
release City of any liabilities or obligations with respect thereto.
11. Miscellaneous.
11.1 Indemnification and Hold Harmless.
01247.0005/742457.10 12
a. Non-liability of City. The Parties acknowledge that there may be
challenges to the legality, validity and adequacy of. the Project; entitlements concerning the Project;
compliance of the Project with CEQA, state law,or federal law; and/or,this Agreement,in the future.
If such challenges are successful, such challenges could delay or prevent the performance of this
Agreement, approval of the Project, or implementation of the Project. City shall have no liability for
the inability of Property Owner to obtain approval of the Project, obtain entitlements concerning the
Project, or implement the Project, as the result of a challenge or judicial determination that some or
all of the Project, entitlements concerning the Project, implementation of the Project, or performance
of this Agreement are invalid or inadequate or not in compliance with law.
b. Indemnification. Property Owner agrees to indemnify, protect,
defend, and hold harmless City and its officials, officers, employees, agents, elected boards,
commissions, departments, agencies, and instrumentalities thereof, from any and all actions, suits,
claims, demands, writs of mandamus, liabilities, losses, damages, penalties, obligations, expenses,
and any other actions or proceedings (whether legal, equitable, declaratory, administrative, or
adjudicatory in nature), and alternative dispute resolution procedures (including, but not limited to,
arbitrations, mediations, and other such procedures) asserted by third parties against City and its
officials, officers, employees, agents, elected boards, commissions, departments, agencies, and
instrumentalities thereof in connection with Property Owner's performance of this Agreement or that
challenge, or seek to void, set aside, or otherwise modify or annul, the action of, or any approval by,
City for or concerning this Agreement or the Project, or any aspect or portion thereof(including,but
not limited to, reasonable attorneys' fees and costs) (herein the "Claims and Liabilities") whether
such Claims and Liabilities arise under planning and zoning laws, the Subdivision Map Act, the
California Environmental Quality Act,Code of Civil Procedure Sections 1085 or 1094.5,or any other
federal, state, or local statute, law, ordinance, rule, regulation, or any decision of a competent
jurisdiction. In the event any action for any Claims and Liabilities is brought against City and/or
related parties,upon City's notification to Property Owner of the pendency of a claim or suit,Property
Owner shall make a minimum deposit sufficient to pay all of Property Owner's indemnification
obligations for the following ninety(90)days,which includes,but not limited to, legal costs and fees
anticipated to be incurred, as reasonably determined by City. Property Owner shall make deposits
required under this Section within five (5) days of City's written request. At no point during the
pendency of such claim or suit, shall the minimum balance of the deposit fall below Fifty Thousand
dollars($50,000).
If Property Owner fails to timely pay such funds,City may abandon the action without liability
to Property Owner and may recover from Property Owner any attorneys' fees and other costs for
which City may be liable as a result of abandonment of the action. It is expressly agreed that City
shall have the right to utilize City Attorney's office or use other legal counsel of its choosing.Property
Owner's obligation to pay the defense costs of City shall extend until final judgment, including any
appeals. City agrees to fully cooperate with Property Owner in the defense of any matter in which
Property Owner is defending and/or holding City harmless. City may make all reasonable decisions
with respect to its representation in any legal proceeding,including its inherent right to abandon or to
settle any litigation brought against it in its sole and absolute discretion,and City's reasonable decision
to settle or abandon a matter,including but not limited to following an adverse judgment or failure to
appeal, shall not cause a waiver of City's indemnification rights. Any decision by City to settle
litigation shall not, without the written consent of Property Owner, bind Property Owner. City shall
discuss litigation strategy with Property Owner in good faith, but shall retain sole and absolute
discretion to make strategy decisions.
01247.0005/742457.10 13
11.2 Insurance and Bonds.
a. Insurance Coveral?e.
(i) Without limiting Property Owner's indemnification of City,
and prior to commencement of any services under this Agreement, Property Owner shall obtain,
provide and maintain at its own expense during the term of this Agreement, policies of insurance of
the type and amounts described below and in a form satisfactory to City.
(1) General liability insurance. Property Owner shall
maintain commercial general liability insurance with coverage at least as broad as Insurance Services
Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general
aggregate, for bodily injury, personal injury, and property damage. The policy must include
contractual liability that has not been amended. Any endorsement restricting standard ISO "insured
contract"language will not be accepted.
(2) Automobile liability insurance. Property Owner shall
maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering
bodily injury and property damage for all activities of the Property Owner arising out of or in
connection with Services to be performed under this Agreement, including coverage for any owned,
hired,non-owned or rented vehicles, in an amount not less than$1,000,000 combined single limit for
each accident.
(3) Professional liability (errors & omissions) insurance.
Property Owner shall maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of$1,000,000 per claim and
in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the
effective date of this Agreement and Property Owner agrees to maintain continuous coverage through
a period no less than three(3)years after completion of the services required by this Agreement.
(4) Workers' compensation insurance. Property Owner
shall maintain Workers' Compensation Insurance (Statutory Limits) and Employer's Liability
Insurance(with limits of at least$1,000,000).
(5) Subcontractors. Property Owner shall include all
subcontractors as insureds under its policies or shall furnish separate certificates and certified
endorsements for each subcontractor. All coverages for subcontractors shall include all of the
requirements stated herein.
(ii) General Insurance Requirements
(1) Proof of insurance. Property Owner shall provide
certificates of insurance to City as evidence of the insurance coverage required herein, along with a
waiver of subrogation endorsement for workers' compensation. Insurance certificates and
endorsements must be approved by City's Risk Manager prior to commencement of performance.
Current certification of insurance shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of all required insurance
policies, at any time.
01247.0005/742457.10 14
(2) Duration of coverage.Property Owner shall procure and
maintain for the duration of this Agreement insurance against claims for injuries to persons or
damages to property, which may arise from or in connection with the performance of the Services
hereunder by Property Owner, its agents,representatives, employees or subcontractors.
(3) Primary/noncontributing. Coverage provided by
Property Owner shall be primary and any insurance or self-insurance procured or maintained by City
shall not be required to contribute with it.The limits of insurance required herein may be satisfied by
a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall
contain or be endorsed to contain a provision that such coverage shall also apply on a primary and
non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall
be called upon to protect it as a named insured.
(4) City's rights of enforcement. In the event any policy of
insurance required under this Agreement does not comply with these specifications or is canceled and
not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any
premium paid by City will be promptly reimbursed by Property Owner or City will withhold amounts
sufficient to pay premium from Property Owner payments. In the alternative, City may cancel this
Agreement.
(5) Acceptable insurers. All insurance policies shall be
issued by an insurance company currently authorized by the Insurance Commissioner to transact
business of insurance or that is on the List of Approved Surplus Line Insurers in the State of
California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category
Class VI(or larger)in accordance with the latest edition of Best's Key Rating Guide,unless otherwise
approved by the City's Risk Manager.
(6) Waiver of subrogation. All insurance coverage
maintained or procured pursuant to this agreement shall be endorsed to waive subrogation against
City,its elected or appointed officers,agents,officials,employees and volunteers or shall specifically
allow Property Owner or others providing insurance evidence in compliance with these specifications
to waive their right of recovery prior to a loss.Property Owner hereby waives its own right of recovery
against City, and shall require similar written express waivers and insurance clauses from each of its
subcontractors.
(7) Enforcement of contract provisions (non-estoppel).
Property Owner acknowledges and agrees that any actual or alleged failure on the part of the City to
inform Property Owner of non-compliance with any requirement imposes no additional obligations
on the City nor does it waive any rights hereunder.
(8) Requirements not limiting. Requirements of specific
coverage features or limits contained in this section are not intended as a limitation on coverage,limits
or other requirements, or a waiver of any coverage normally provided by any insurance. Specific
reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue
and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage,
or a waiver of any type. If the Property Owner maintains higher limits than the minimums shown
above, the City requires and shall be entitled to coverage for the higher limits maintained by the
01247.0005/742457.10 15
Property Owner. Any available insurance proceeds in excess of the specified minimum limits of
insurance and coverage shall be available to the City.
(9) Notice of cancellation. Property Owner agrees to oblige
its insurance agent or broker and insurers to provide to City with a thirty (30) day notice of
cancellation (except for nonpayment for which a ten (10) day notice is required) or nonrenewal of
coverage for each required coverage.
(10) Additional insured status.General liability policies shall
provide or be endorsed to provide that City and its officers, officials, employees, and agents, and
volunteers shall be additional insureds under such policies. This provision shall also apply to any
excess/umbrella liability policies.
(11) Prohibition of undisclosed coverage limitations. None
of the coverages required herein will be in compliance with these requirements if they include any
limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
(12) Separation of insureds. A severability of interests
provision must apply for all additional insureds ensuring that Property Owner's insurance shall apply
separately to each insured against whom claim is made or suit is brought, except with respect to the
insurer's limits of liability. The policy(ies) shall not contain any cross-liability exclusions.
(13) Pass through clause. Property Owner agrees to ensure
that its subcontractors and any other party involved with the project who is brought onto or involved
in the project by Property Owner, provide the same minimum insurance coverage and endorsements
required of Property Owner. Property Owner agrees to monitor and review all such coverage and
assumes all responsibility for ensuring that such coverage is provided in conformity with the
requirements of this section. Property Owner agrees that upon request, all agreements with
subcontractors and others engaged in the project will be submitted to City for review.
(14) City's right to revise specifications. The City reserves
the right at any time during the term of the contract to change the amounts and types of insurance
required by giving the Property Owner ninety (90) days advance written notice of such change. If
such change results in substantial additional cost to the Property Owner,the City and Property Owner
may renegotiate Property Owner's compensation.
(15) Self-insured retentions. Any self-insured retentions
must be declared to and approved by City.City reserves the right to require that self-insured retentions
be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply
with these specifications unless approved by City.
(16) Timely notice of claims. Property Owner shall give City
prompt and timely notice of claims made or suits instituted that arise out of or result from Property
Owner's performance under this Agreement, and that involve or may involve coverage under any of
the required liability policies.
(17) Additional insurance. Property Owner shall also
procure and maintain,at its own cost and expense,any additional kinds of insurance,which in its own
judgment may be necessary for its proper protection and prosecution of the work.
01247.0005/742457.10 16
b. Required Security.
(i) At the time Property Owner executes this Agreement, Property
Owner shall furnish to City the following bonds, letters of credit, instruments of credit (assignment
of deposit account) or other security acceptable to City in its sole and absolute discretion and
satisfying the requirements of the applicable provisions of this Section below (hereinafter "Security
Instruments"):
(1) Security Instrument securing Propety Owner's faithful
performance of all work required by the Teaching Amphitheater(pursuant to Section 3.2),Pedestrian
Trail (Pursuant to Section 3.3), and the development of the Community Easement Area(pursuant to
Section 3.4)("Faithful Performance Security Instrument"),in the amount of$130,502.00 equal to
100% of the estimated construction cost of the Teaching Amphitheater (pursuant to Section 3.2),
Pedestrian Trail (Pursuant to Section 3.3), and the development of the Community Easement Area
(pursuant to Section 3.4) (collectively,the"Works of Improvement").
(2) A Security Instrument guaranteeing the payment to
contractors, subcontractors, and other persons furnishing labor,materials, and/or equipment("Labor
and Materials Security Instrument")with respect to the Works of Improvement in an amount equal
to$130,502.00,which is equal to 100%of the estimated construction cost and contingency referenced
in Section 11.2(b)(i)(1).
(3) This Agreement shall not be effective for any purpose
until such Security Instruments are supplied to and approved by City in accordance herewith.
(ii) Form of Security Instruments. All Security Instruments shall
be in the amounts required under Section 11.2(b), as applicable, shall meet the following minimum
requirements and otherwise shall be in a form provided by City or otherwise approved by the City
Attorney:
(1) Bonds. For Security Instruments provided in the form
of bonds, any such bond must be issued and executed by an insurance company or bank authorized
to transact surety business in the State of California. Any insurance company acting as surety shall
have a minimum rating of A-IX,as rated by the current edition of Best's Key Rating Guide published
by A.M. Best's Company, Oldwick, New Jersey, 08858. Any bank acting as surety shall have a
minimum rating of AA, as rated by Moody's or Standard & Poor's.
(2) Letters of Credit. For Security Instruments which are
letters of credit,any letter of credit shall be an original separate unconditional,irrevocable,negotiable
and transferable commercial letter of credit issued by a financial institution with offices in the State
of California acceptable to City. Any such letter of credit shall specifically permit City to draw on
same by unilateral certification of the City Manager of the City that Property Owner is in default
under its payment or performance obligations hereunder or in the event Property Owner fails to
deliver a replacement letter of credit not less than thirty (30) days prior to the date of expiration of
any such letter of credit and shall further be subject to the provisions of Section 11.2.
(3) Instrument of Credit. For Security Instruments which
are Instruments of Credit, any Instrument of Credit shall be an assignment of deposit account
01247.0005/742457.10 17
assigning as security to City all of Property Owner's interest in funds on deposit in one or more bank
accounts with financial institutions acceptable to City.
C. General Requirements for all Security Instruments.
(i) Payments under any Security Instruments shall be required to
be made (and, with respect to bonds, litigation shall be required to be instituted and maintained) in
the City of Grand Terrace, State of California(and the Security Instrument shall so provide).
(ii) Each Security Instrument shall have a minimum term of one(1)
year after the deadline for Property Owner's completing the Works of Improvement, in accordance
with Sections 3.2, 3.3, and 3.4(other than Instruments of Credit,which shall have no defined term or
expiration date).
(iii) Each Security Instrument shall provide that changes may be
made in the Works of Improvement pursuant to the terms of this Agreement without notice to any
issuer or surety and without affecting the obligations under such Security Instrument.
(iv) If the Property Owner seeks to replace any security with another
security, the replacement shall: (1) comply with all the requirements for security in this Agreement;
(2) be provided by the Property Owner to the City Manager; and (3) upon its written acceptance by
the City Manager, be deemed a part of this Agreement. Upon the City Manager's acceptance of a
replacement security, the former security may be released by the City.
d. Release of Security Instruments. The City shall release all Security
Instruments consistent with applicable law and as follows:
(i) City shall release the Faithful Performance Security Instrument
and Labor and Materials Security Instrument when all of the following have occurred:
(1) Property Owner has made written request for release
and provided evidence of satisfaction of all other requirements of this Agreement;
(2) the Works of Improvement have been accepted by the
City;
(3) After passage of the time within which lien claims are
required to be made pursuant to Title 3 (commencing with Section 9000) of Part 6 of Division 4 of
the Civil Code of the State of California. If lien claims have been timely filed, City shall hold the
Labor and Materials Security Instrument until such claims have been resolved, Property Owner has
provided a statutory bond, or otherwise as required by applicable law.
(ii) The City may retain from any security released, an amount
sufficient to cover costs and reasonable expenses and fees, including reasonable attorney's fees.
11.3 Warranty.
Property Owner warrants all work under the Agreement (which for purposes of this Section
shall be deemed to include unauthorized work which has not been removed and any non conforming
01247.0005/742457.10 18
materials incorporated into the work) to be of good quality and free from any defective or faulty
material and workmanship. Property Owner agrees that for a period of one year(or the period of time
specified elsewhere in the Agreement or in any guarantee or warranty provided by any manufacturer
or supplier of equipment or materials incorporated into the work,whichever is later) after the date of
final acceptance,Property Owner shall within ten(10)days after being notified in writing by the City
of any defect in the work or non conformance of the work to the Agreement,commence and prosecute
with due diligence all work necessary to fulfill the terms of the warranty at its sole cost and expense.
Property Owner shall act as soon as requested by the City in response to an emergency. In addition,
Property Owner shall, at its sole cost and expense, repair, remove and replace any portions of the
work(or work of other contractors)damaged by its defective work or which becomes damaged in the
course of repairing or replacing defective work. For any work so corrected, Property Owner's
obligation hereunder to correct defective work shall be reinstated for an additional one year period,
commencing with the date of acceptance of such corrected work. Property Owner shall perform such
tests as the City may require to verify that any corrective actions, including, without limitation,
redesign, repairs, and replacements comply with the requirements of the Agreement. All costs
associated with such corrective actions and testing, including the removal, replacement, and
reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of
the Property Owner. All warranties and guarantees of subcontractors, suppliers and manufacturers
with respect to any portion of the work, whether express or implied, are deemed to be obtained by
Property Owner for the benefit of the City, regardless of whether or not such warranties and
guarantees have been transferred or assigned to the City by separate agreement and Property Owner
agrees to enforce such warranties and guarantees, if necessary,on behalf of the City. In the event that
Property Owner fails to perform its obligations under this Section, or under any other warranty or
guaranty under this Agreement,to the reasonable satisfaction of the City,the City shall have the right
to correct and replace any defective or non conforming work and any work damaged by such work or
the replacement or correction thereof at Property Owner's sole expense. Property Owner shall be
obligated to fully reimburse the City for any expenses incurred hereunder upon demand.
11.4 Assignment; Successors. This Agreement shall inure to the benefit of, be
binding upon, and be enforceable by and against the Parties and their respective successors and
permitted assigns. Property Owner may assign this Agreement provided that the Property is
concurrently transferred to said assignee and such assignee assumes all obligations under this
Agreement in a form reasonably satisfaction of the City Attorney.
11.5 Controlling Law. This Agreement shall be interpreted, construed and
governed both as to validity and to performance of the parties in accordance with the laws of the State
of California.
11.6 Notices. All notices, documents, correspondence and communications
concerning this Agreement shall be addressed as set forth below, or as the parties may hereafter
designate by written notice, and shall be sent through the United States mail with postage prepaid,
certified or registered,return receipt requested.Any such mailing shall be deemed served or delivered
upon the earlier of actual receipt or the date receipt is refused. Each party may change the address for
notices by giving the other party at least ten (10) calendar days' prior written notice of the new
address. Notwithstanding the above, either party may also provide notices, documents,
correspondence,or such other communications to the other by personal delivery or by Federal Express
or similar courier service and so given shall be deemed to have been given upon receipt.The addresses
of the Parties are:
01247.0005/742457.10 19
To City: To Property Owner:
City of Grand Terrace GRANDT-1, LLC
22795 Barton Road 040 S Mount Vernon Ave Ste G285
Grand Terrace, CA 92313 Colton 92324-4228
Attention: City Manager Attn. Patrick O'Brien
With a copy to: With a copy to:
City of Grand Terrace Gresham Savage,Nolan &Tilden
22795 Barton Road 550 E. Hospitality Lane, Suite 300
Grand Terrace, CA 92313 San Bernardino, CA 92408
Attention: Director of Planning& Attention: Jonathan Shardlow
Development Services
11.7 Running of Benefits and Burdens. All conditions,covenants,and restrictions
contained in this Agreement shall be covenants running with and binding against the Property, and
shall, in any event, and without regard to technical classification or designation, legal or otherwise,
be, to the fullest extent permitted by law and equity, binding for the benefit and in favor of, and
enforceable by, City and its successors and assigns, against Property Owner, its successors and
assigns, to or of the Property herein or any portion thereof or any interest therein, and any party in
possession or occupancy of said Property or portion thereof.
In amplification and not in restriction of the provisions set forth hereinabove, it is intended
and agreed that City shall be deemed a beneficiary of the agreements and covenants provided
hereinabove both for and in its own right and also for the purposes of protecting the interests of the
community. All covenants without regard to technical classification or designation shall be binding
for the benefit of City and such covenants shall run in favor of City for the entire period during which
such covenants shall be in force and effect, without regard to whether Property Owner is or remains
an owner of any land or interest therein to which such covenants relate. City shall have the right, in
the event of any breach of any such agreement or covenant, to exercise all the rights and remedies,
and to maintain any action at law or suit in equity or other proper proceedings to enforce the curing
of such breach of agreement or covenant. Upon recordation of the Community Benefit Easement,
that document shall be enforceable pursuant to its terms and applicable law.
11.8 Entire Agreement. The Agreement contains the entire agreement between
the Parties and supersedes any prior agreements, discussions, or commitments, written or oral,
between the Parties.
11.9 Compliance with Applicable law. Property Owner shall comply with all
applicable law in the performance of this Agreement, including, without limitation, applicable
provisions of the California Labor Code including,without limitation, the wage and hour,prevailing
wage, worker compensation, and various other labor requirements in Division 2, Part 7, Chapter 1,
including section 1720 to 1740, 1770 to 1780, 1810 to 1815, 1860 to 1861, which provisions are
specifically incorporated herein by reference as set forth herein in their entirety. To the extent
applicable, Property Owner shall expressly require compliance with the provisions of this Section in
all agreements with contractors and subcontractors for the performance of the Works of Improvement
01247.0005/742457.10 20
11.10 Further Assurances. The Parties hereto agree to take such actions and
execute such additional documents as are reasonably necessary to carry out the provisions of this
Agreement.
11.11 Modification. This Agreement may only amended or modified by an
document executed by City and the Property Owner and recorded in the Official Records.
11.12 Severability. If any term,provision, covenant or condition of this Agreement
is held by a court of competent jurisdiction to be invalid, void, or unenforceable, but the remainder
of the provisions can be enforced without failure of material consideration to either Party, then the
remainder of the Agreement shall continue in full force and effect.
11.13 Venue. Legal actions concerning any dispute, claim or matter arising out of
or in relation to this Agreement shall be instituted in the Superior Court of the County of San
Bernardino, State of California, or any other appropriate court in such county, and Property Owner
covenants and agrees to submit to the personal jurisdiction of such court in the event of such action.
In the event of litigation in a U.S. District Court,venue shall lie exclusively in the Central District of
California, in the County of San Bernardino, State of California, and Property Owner covenants and
agrees to submit to the personal jurisdiction of such court in the event of such action.
11.14 Waiver. A waiver by any Party of any breach of any term, covenant or
condition herein contained or a waiver of any right or remedy of such Party available hereunder at
law or in equity shall not be deemed to be a waiver of any subsequent breach of the same or any other
term,covenant or condition herein contained or of any continued or subsequent right to the same right
or remedy. No Party shall be deemed to have made any such waiver unless it is in writing and signed
by the Party so waiving.
11.15 Rules of Construction. In this Agreement, the singular includes the plural;
"shall"is mandatory,and"may"is permissive.The Parties acknowledge and agree each of the Parties.
In cases of uncertainty as to the meaning,intent or interpretation of any provision of this Agreement,
the Agreement shall be construed without regard to which of the Parties caused, or may have caused,
the uncertainty to exist. No presumption shall arise from the fact that particular provisions were or
may have been drafted by a specific Party, and prior versions or drafts of this Agreement shall not be
used to interpret the meaning or intent of this Agreement or any provision hereof.
11.16 Time of the Essence. Time is of the essence of each and every obligation of
the Parties under this Agreement.
11.17 Independent Contractors. Each Party is an independent contractor and shall
be solely responsible for the employment, acts, omissions, control and directing of its employees.
Except as expressly set forth herein,nothing contained in this Agreement shall authorize or empower
a Party to assume or create any obligation or responsibility whatsoever, express or implied,on behalf
of or in the name of the other Party or to bind the other Party or make any representation,warranty or
commitment on behalf of any other Party. Nothing in this Agreement shall be deemed to create any
form of business organization between the Parties, including, without limitation, a joint venture or
partnership.
11.18 Force Majeure. The obligations of any Party under this Agreement, and all
deadlines by which any Party's obligations hereunder must be performed ("Delayed Obligation"),
01247.0005/742457.10 21
shall be excused or extended for a necessary period of time equal to any prevention,delay or stoppage
in performance which results from any strike, lock-out or other labor or industrial disturbance,
regulatory delay, civil disturbance, act of a public enemy, war, riot, sabotage, blockade, embargo,
lightning, earthquake, fire, storm,hurricane,tornado, flood, explosion or other delays not within the
control of the Party required to perform the Delayed Obligation ("Force Majeure"). Any Party
relying on a Force Majeure shall give the other Party written notice of the Delayed Obligation within
30 days after becoming aware or it could have become aware of the Force Majeure; and the Parties
shall use their reasonable, good faith efforts to minimize potential adverse effects from such Force
Majeure.
11.19 Interest. Any amounts not paid within thirty(30)days of when due shall bear
interest thereon at four percent (4%) above the Reference Rate as charged by Bank of America as of
the date such sum was advanced by or otherwise due to a party and continuing until it is repaid in full,
but in no event, shall such rate of interest exceed the lesser of. (a) ten percent (10%) per annum, or
(b)the maximum rate permitted by law("Interest").
11.20 Attorney Fees. In the event of any litigation or other legal proceeding
including,but not limited to,arbitration or mediation between the parties arising from this Agreement,
the prevailing party will be entitled to recover, in addition to any other relief awarded or granted, its
reasonable costs and expenses (including attorney's fees)incurred in the proceeding.
11.21 Counterparts. This Agreement may be executed in counterparts, each of
which may be deemed an original,but all of which shall constitute one and the same document.
11.22 Exhibits. Exhibits A,B, C, C-1,D, and, D-1 attached hereto are incorporated
herein by reference.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first written above.
CITY: PROPERTY OWNER:
City of Grand Terrace, GrandT-1, California limited liability
a municipal corporation company
By:
By: Patrick O'Brien
c e, Mayor Managing Member
EST:
ra o as, ity Clerk
APPROVED AS TO FORM:
ALESHIRE&WYNDER, LLP
01247.0005/742457.10 22
B . /
Y
Adrian R. Guerra, City Attorney
01247.0005/742457.10 23
CALIFORNIA ACKNOWLEDGMENT CIVIL CODE § 1189
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached,and not the truthfulness,accuracy,or validity of that document.
State of California County of: l&hbWAL4 .t)y I
On 40d)- /! 070 before me, L_ 27(o/bZ¢-S f¢ A24:--.4fl Alhe4 e
Date //�� Here Insert Name and Title of the Officer
personally appeared &%/�/Cx � Azl%, .c.�
Nome(s)of Signer(s)
who proved to me on the basis of satisfactory evidence to be the person(s)whose name(s) is/are subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies),and that by his/her/their signature(s)on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the
fm
DEBRAL.THOMAS laws of the State of California that the foregoing
Notary Public•California
San Bernardino County paragraph is true and correct.
Commission 8 2308763
y Comm.Expires Nov 10,2023 WITNESS my hand and official seal.
Signature
Place Notary Seal and/or Stamp Above Signature of Notary Public
OPTIONAL
Completing this information can deter alteration of the document or
fraudulent reattachment of this form to an unintended document.
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Capacity(ies) Claimed by Signer(s)
Signer's Name: Signer's Name:
❑ Corporate Officer—Title(s): ❑ Corporate Officer—Title(s):
❑ Partner— ❑ Limited ❑ General ❑ Partner— ❑ Limited ❑ General
❑ Individual ❑ Attorney in Fact ❑ Individual ❑ Attorney in Fact
❑ Trustee ❑ Guardian or Conservator ❑ Trustee ❑ Guardian or Conservator
❑ Other: ❑ Other:
Signer is Representing: Signer is Representing:
02018 National Notary Association
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
That certain real property in the City of Grand Terrace, County of San Bernardino, State of
California legally described as follows:
EXHIBIT"A"
DESCRIPTION OF PROPERTY
PARCEL ONE:
ALL THAT PORTION OF LOT NO. 4 IN BLOCK 88 OF SAN BERNARDINO RANCHO, IN
THE COUNTY OF SAN BERNARDINO, STATE OF CALIFORNIA,AS PER RECORDED
IN BOOK 7,PAGE 2 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY,DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE WEST LINE AND NORTH 20°00'WEST, 824.67 FEET
FROM THE SOUTHWEST CORNER OF SAID LOT NO. 4;
THENCE NORTH 200 00'WEST, 748 FEET ALONG THE WEST LINE OF SAID LOT NO. 4
TO A POINT WHICH IS 10 FEET DISTANT SOUTHERLY MEASURED AT RIGHT
ANGLES FROM THE CENTER LINE OF THE WEST RIVERSIDE 350 INCH WATER
COMPANY'S DITCH;
THENCE NORTH 880 38' EAST PARALLEL TO SAID DITCH 1053.6 FEET TO THE
WESTERLY BOUNDARY LINE OF THE SOUTHERN CALIFORNIA MOTOR RAILROAD;
THENCE SOUTH 90 3'WEST ALONG SAID WESTERLY BOUNDARY LINE OF SAID
RIGHT OF WAY 720.7 FEET;
THENCE SOUTH 880 38'WEST 685.2 FEET TO THE POINT OF BEGINNING.
EXCEPTING THEREFROM THAT PORTION ON THE NORTH DEEDED TO SAN
BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED
JANUARY 31, 1963 IN BOOK 5843,PAGE 970 OF OFFICIAL RECORDS, IN SAID OFFICE
OF THE COUNTY RECORDER.
ALSO EXCEPTING THEREFROM THE LAND DESCRIBED IN THE TAX DEED TO THE
SAN BERNARDINO COUNTY FLOOD CONTROL DISTRICT,RECORDED JUNE 17,
1969,AS INSTRUMENT NO. 603, IN BOOK 7251, PAGE 857 OF SAID OFFICIAL
RECORDS,AND BEING MORE PARTICULARLY DESCRIBED THEREIN AS FOLLOWS:
"R S B PTN LOT 4 BLK 88 ABANDONED PE R/W BEING ALL THAT PTN LOT 4 LYING
BETWEEN W LI SP RR R/W AND A LI 100 FT W OF AND PARALLEL TO C/L SP RR M/L
TRACT"
PARCEL TWO:
THAT PORTION OF JURUPA RANCHO, IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 1 PAGE 47 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:
BEGINNING AT STATION NO. 2, ACCORDING TO MAP OF THE SURVEY OF THE SAN
BERNARDINO RANCHO, WHICH SAID MAP IS RECORDED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA;
THENCE RUNNING SOUTH 890 23'WEST A DISTANCE OF 655.1 FEET;
THENCE NORTH 680 5 F WEST A DISTANCE OF 353.15 FEET MORE OR LESS,TO THE
EASTERLY LINE OF THE SOUTHERN CALIFORNIA RAILWAY;
THENCE RUNNING NORTHERLY ALONG THE EASTERLY LINE OF THE SAID
SOUTHERN CALIFORNIA RAILWAY TO ITSINTERSECTION WITH THE CENTER LINE
OF THE NORTH RIVERSIDE AND JURUPA CANAL;
THENCE RUNNING NORTH 880 38' EAST ALONG THE CENTER LINE OF SAID NORTH
RIVERSIDE AND JURUPA CANAL,TO THE COMMON BOUNDARY LINE BETWEEN
SAID SAN BERNARDINO RANCHO AND SAID JURUPA RANCHO;
THENCE RUNNING SOUTH 200 EAST ALONG SAID COMMON BOUNDARY LINE OF
THE SAID SAN BERNARDINO AND SAID JURUPA RANCHOS TO THE PLACE OF
BEGINNING.
EXCEPT THAT PORTION OF THEREOF AS CONVEYED TO THE ATCHISON,TOPEKA
AND SANTA FE RAILWAY COMPANY BY DEED JANUARY 21, 1916 IN BOOK 582,
PAGE 351 OF DEEDS.
ALSO EXCEPT THAT PORTION LYING SOUTHERLY OF THE NORTHERLY LINE OF
THE LAND CONVEYED TO MR. FEIRING BY DEED RECORDED JUNE 26, 1919 IN
BOOK 653,PAGE 232 OF DEEDS.
ALSO EXCEPTING THEREFROM THAT PORTION ON THE NORTH DEEDED TO SAN
BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED
JANUARY 31, 1963 IN BOOK 5843, PAGE 970 OFFICIAL RECORDS AND BY DEED
RECORDED JUNE 17, 1971 IN BOOK 7690,PAGE 128 OFFICIAL RECORDS.
APN: 0275-191-06-0-000 (Affects Parcel One) and 0275-191-30-0-000(Affects Parcel Two)
EXHIBIT B
GRAND TERRACE FITNESS PARK DESIGN
EXHIBIT B
GRAND TERRACE FITNESS PARK DESIGN
EXHIBIT"B"
GRAND TERRACE FITNESS PARK
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PROPOSED
STAGE AREA 11
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W. CARHART ROAD
EXHIBIT C
PUBLIC ACCESS DESCRIPTION
EXHIBIT"C"
DESCRIPTION-PUBLIC ACCESS TO SANTA ANA TRAIL
An easement to the City for public access to a pedestrian trail connection to the Santa Ana River
Trail and, at Property Owner's sole cost and expense, design and construct such pedestrian trail
connection to the Santa Ana River trail and related improvements, including but not limited to
access road improvements, a decomposed granite walking trail, fencing, trail head monument as
depicted in landscape and roadway improvement plans filed with the City of Grand Terrace for
approval and permitting of said improvements.
Said easement is ten (10) feet in width commencing westerly of the existing Rail Road Access
Roadway at Terrace Avenue; thence northerly approximately 1000 feet terminating at the San
Bernardino County Flood Control District property located immediately adjacent to the Property
Owner's Project. The proposed improvements are detailed in a set of Landscape Improvement
Plans on file with the City of Grand Terrace.
LANDSCAPE ARCHITECTURAL PLANS
FLEET MANAGEMENT FACILITY
11731 TERRACE AVENUE
GRAND TERRACE, CALIFORNIA
OWNER:
GRANDT-1LLC
1040 S. MOUNT VERNON AVE., STE. G-285
COLTON, CALIFORNIA 92324
EXHIBIT C-1
TRAIL IMPROVEMENTS
EXHIBIT"C-1"
TRAIL IMPROVEMENTS GRAPHIC
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EXHIBIT D
COMMUNITY EASEMENT AREA
EXHIBIT"D"
LEGAL DESCRIPTION COMMUNITY EASEMENT AREA
DESCRIPTION OF COMMUNITY GARDEN
THAT PORTION OF JURUPA RANCHO, IN THE COUNTY OF SAN BERNARDINO,
STATE OF CALIFORNIA,AS PER MAP RECORDED IN BOOK 1 PAGE 47 OF MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,DESCRIBED AS
FOLLOWS:
THE SOUTHERLY 180 FEET OF THE FOLLOWING DESCRIBED PARCEL OF LAND:
BEGINNING AT STATION NO. 2,ACCORDING TO MAP OF THE SURVEY OF THE SAN
BERNARDINO RANCHO,WHICH SAID MAP IS RECORDED IN THE OFFICE OF THE
COUNTY RECORDER OF SAN BERNARDINO COUNTY, STATE OF CALIFORNIA;
THENCE RUNNING SOUTH 890 23'WEST A DISTANCE OF 655.1 FEET;
THENCE NORTH 680 5 F WEST A DISTANCE OF 353.15 FEET MORE OR LESS,TO THE
EASTERLY LINE OF THE SOUTHERN CALIFORNIA RAILWAY;
THENCE RUNNING NORTHERLY ALONG THE EASTERLY LINE OF THE SAID
SOUTHERN CALIFORNIA RAILWAY TO ITS INTERSECTION WITH THE CENTER
LINE OF THE NORTH RIVERSIDE AND JURUPA CANAL;
THENCE RUNNING NORTH 880 38'EAST ALONG THE CENTER LINE OF SAID NORTH
RIVERSIDE AND JURUPA CANAL, TO THE COMMON BOUNDARY LINE BETWEEN
SAID SAN BERNARDINO RANCHO AND SAID JURUPA RANCHO;
THENCE RUNNING SOUTH 200 EAST ALONG SAID COMMON BOUNDARY LINE OF
THE SAID SAN BERNARDINO AND SAID JURUPA RANCHOS TO THE PLACE OF
BEGINNING.
EXCEPT THAT PORTION OF THEREOF AS CONVEYED TO THE ATCHISON,TOPEKA
AND SANTA FE RAILWAY COMPANY BY DEED JANUARY 21, 1916 IN BOOK 582,
PAGE 351 OF DEEDS.
ALSO EXCEPT THAT PORTION LYING SOUTHERLY OF THE NORTHERLY LINE OF
THE LAND CONVEYED TO MR. FEIRING BY DEED RECORDED JUNE 26, 1919 IN
BOOK 653, PAGE 232 OF DEEDS.
ALSO EXCEPTING THEREFROM THAT PORTION ON THE NORTH DEEDED TO SAN
BERNARDINO COUNTY FLOOD CONTROL DISTRICT BY DEED RECORDED
JANUARY 31, 1963 IN BOOK 5843, PAGE 970 OFFICIAL RECORDS AND BY DEED
RECORDED JUNE 17, 1971 IN BOOK 7690, PAGE 128 OFFICIAL RECORDS.
EXHIBIT D-1
COMMUNITY EASEMENT AREA IMPROVEMENTS
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