HomeMy WebLinkAboutContracts & Agreements_204-2019PARKING EASEMENT AGREEMENT
This Parking Easemen Agreement (this "Agreement") is dated for reference purposes as
of the day of (,o 20 ("Agreement Date"), and is entered into by and between Redlands
Railway District LLC, a California Limited Liability Company ("Distnct"), and the City of
Redlands, a general law city and a municipal corporation duly organized and existing under the
Constitution and the laws of the State of California ("City") District and City are sometimes
hereinafter referred to individually as a "Party" and, together, as the "Parties." Distnct also
includes the successors and assigns of District, and City also includes the successors and assigns
of City. This Agreement shall become effective upon "completion" of construction of the Parking
Structure as such term is defined below in section 2 hereof ("Effective Date")
RECITALS
WHEREAS, Distnct is the owner of fee title to that certain real property situated in the city
of Redlands, California, that is more particularly described on Exhibit "A," attached hereto and
incorporated herein by this reference (the "Property"). As of the Agreement Date, District proposes
to develop a new 3 -story parking structure on the Property that will consist of up to approximately
374 parking spaces, restaurant and retail uses, and incidental improvements and facilities
(collectively, the "Parking Structure"), and
WHEREAS, District desires to convey to City, and City desires to acquire from District,
certain irrevocable and permanent easement rights on, in, over, and across portions of the third
floor (the "Easement Area") of the Parking Structure which Distnct proposes to construct on the
Property, and driveways and pedestrian pathways that provide ingress and egress to and from the
adjacent public streets and the Parking Structure for City's provision of public parking of a
minimum of two hundred (200) spaces, which Easement Area is more particularly described and
depicted in Exhibit "B" attached hereto and incorporated herein by reference, and
WHEREAS, District and City acknowledge that the fair market value of the easement
rights being conveyed by Distnct to City pursuant to this Agreement is the sum of One Million
Eight Hundred Eighty Thousand Dollars ($1,880,000), which represents fair consideration for
City's prior conveyance of the Property to District and City's in-kind services contribution as
described in Section 3, below,
NOW, THEREFORE, based upon the foregoing Recitals, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties,
Distnct and City agree as follows
AGREEMENT
Section 1 Recitals The foregoing Recitals are true and correct and incorporated herein
by this reference.
Section 2 Grant of Easement District hereby grants to City, and City hereby accepts
from District, an exclusive easement on, in, over, and across the Easement Area for the purposes
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and uses identified in Section 4 below, and a non-exclusive floating easement for necessary ingress
and egress over, across, in and through the Property to the Easement Area. In accordance with the
Recitals hereof, this easement shall be effective upon the date of District's written notice to City
that District has completed construction of the Parking Structure
Section 3 In -Kind Services Contribution In further consideration of District's long
tetm maintenance obligations undertaken for the Parking Structure as described herein, City shall
provide a credit to District in the amount of Eighty Thousand Dollars ($80,000), commencing as
of the Effective Date of this Agreement, which shall be applied by City towards District's
obligation for payment of any fees associated with City's staff's processing of City land use
entitlements or permits associated with any District or its affiliated company development project
applications submitted to City subsequent to the Effective Date of this Agreement
Section 4 Use of Easement Area City shall be entitled to utilize the Easement Area
for City's provision of public parking of standard passenger vehicles and for any other uses of
City's choosing that are reasonably ancillary thereto, excepting the following (collectively, the
"Prohibited Uses") (i) the storage, handling, or transport of explosives, (n) the storage, handling,
or transport of Hazardous Materials (as defined in Section 12), (111) the storage, handling, or
transport of sand, gravel, and similar construction materials, (iv) the storage, handling, or transport
of highly flammable or combustible matenals, including gasoline or other fuel products,
(v) manufacturing uses, and (vi) any uses prohibited by law District shall not obstruct City's
access to or use of the Easement Area consistent with the foregoing except to the extent reasonably
necessary to maintain, repair, improve, and replace improvements within the Easement Area as
provided herein, and with the understanding that Distnct and City shall mutually and reasonably
agree upon the time, place and manner of any entry by District onto the Easement Area for such
purposes
Section 5 Easement Area Rights and Obligations
A Parking Space Sims/Markings City shall be responsible for the cost of any
signs and markings desired or requested by City to indicate the reserved or designated nature of
the parking spaces within the Easement Area.
B. Enforcement and Towing Distnct shall cooperate with City and take
reasonable actions to enforce City's rights to reserved use of the designated parking spaces within
the Easement Area including, without limitation, providing for the issuance of parking citations
and/or towing of unauthorized vehicles
C Reasonable Care in Exercise of Rights City agrees to use reasonable care
in exercising the rights granted by this Agreement and agrees to not unreasonably increase the
burden on District's use of the Parking Structure
D Parking Charges City shall have the sole nght and discretion to determine
whether any fees or charges shall be imposed for the use by the public of parking spaces within
the Easement Area Should the City elect to charge the public for parking spaces, any and all
obligations and costs associated with collecting said charges shall be borne exclusively by City
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Section 6 Term Subject to Sections 19 and 21 herein below, this Agreement and the
rights and obligations set forth herein shall continue in effect in perpetuity
Section 7 Insurance During the entire Term of this Agreement, Distract shall obtain,
maintain in effect, and pay for a policy or policies of insurance against loss or damage to the
Parking Structure and the Property resulting from fire, lightning, vandalism, malicious mischief,
riot and civil commotion, and such other penis ordinarily included in extended coverage fire
insurance policies Insurance limits shall be not less than one hundred percent (100%) of the full
insurable value of the Parking Structure and the improvements on the Property, including without
limitation the portion of the Parking Structure in the Easement Area As used herein, the term "full
insurable value" means actual replacement cost, excluding the cost of excavation, foundations, and
footings below the lowest floor and without deduction for depreciation, of the improvements on
the Property immediately before such casualty or other loss, including the cost of construction,
architectural and engineering fees, and inspection and supervision Such insurance coverage shall
be with an insurer with a minimum Best's Insurance Guide rating of A.VII (or equivalent, if such
insurance guide is discontinued or not available), such insurance shall be primary and not
contributing with any insurance maintained from time to time by City, and the policy shall contain
such an endorsement The insurance policy or the certificate of insurance shall contain a waiver of
subrogation for the benefit of the City District shall provide City with continuous proof that such
insurance remains in effect not less than fifteen (15) days prior to the expiration or termination of
District's then -existing insurance policy or otherwise as may be reasonably requested by City, with
the form and content of such proof to be reasonably satisfactory to City In addition to the
foregoing, during the entire Term of this Agreement, City shall obtain and maintain in effect
commercial general liability, automobile liability, and worker's compensation insurance meeting
the minimum requirements set forth in Exhibit "C" attached hereto and City shall at all times
comply with the provisions set forth therein City may request in writing to District that City be
permitted to self -insure to cover any risk of loss required to be insured by City hereunder and, in
such event, District shall not unreasonably disapprove such request
Section 8
follows
Indemnity. Each Party shall defend and indemnify the other Party as
A District shall indemnify, defend, and hold harmless City and City's elected
and appointed officials, officers, employees, agents, contractors, representatives, successors, and
assigns (collectively, the "City Indemnified Parties") from and against any and all losses, damages,
hens, liabilities, statutory fines or penalties, claims, and causes of action which any such City
Indemnified Party may suffer or incur as a consequence of District's activities or failure to act
pursuant to the scope of duties allotted to District under Sections 9 and 10 of this Agreement,
including, without limitation, (i) any such loss, damage, or liability ansing due to the lack of
availability for an unreasonable time penod of the Easement Area for the purposes provided herein;
(ri) the failure of District to perform Capital Repair/Replacement Work or any maintenance work
within a reasonable time frame that is Distnct's responsibility within or with respect to the
Easement Area, including without limitation structural supports, (m) any personal injury or death
or property damage, (iv) any actual or alleged violation by District or any of its permittees of any
Hazardous Materials Laws (as that term is defined in Section 12 herein below), (v) any loss,
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damage, or liability arising due to any hens placed upon the Easement Area, and/or (vi) any
liability incurred by City based upon District's breach of this Agreement, provided, however, the
foregoing indemnification obligations of Distnct shall not apply to any losses, damages, hens,
liabilities, statutory fines or penalties, claims, and causes of action to the extent caused by the gross
negligence or intentional misconduct of City or any of the City Indemnified Parties
B City shall indemnify, defend, and hold harmless District and District's
partners, members, managers, principals, employees, shareholders, officers, directors, agents,
contractors, consultants, lenders, representatives, heirs, successors, and assigns (collectively, the
"District Indemnified Parties") from and against any and all losses, damages, liens, liabilities,
statutory fines or penalties, claims, and causes of action which any such Distnct Indemnified Party
may suffer or incur as a consequence of City's or City's permittees' entry upon, or actions with
respect to, this Agreement, the Easement Area, and City's Uses, including, without limitation,
(i) any loss, damage, or liability arising due to any hens placed upon the Easement Area and/or the
Property (other than hens for real property taxes and assessments, (u) any personal injury or death
or property damage, (in) any actual or alleged violation by City or any of its permittees of any
Hazardous Materials Laws (as that term is defined in Section 13 herein below), and/or (iv) any
habihty incurred by Distnct based upon City's breach of this Agreement, provided, however, the
foregoing indemnification obligations of City shall not apply to any losses, damages, hens,
liabilities, statutory fines or penalties, claims, and causes of action to the extent caused by the gross
negligence or intentional misconduct of Distnct or any of the District Indemnified Parties
Notwithstanding the foregoing portion of this Section 8, the City shall not be responsible to District
or to any third parties in any way for (a) any defects in the plans and specifications for the Parking
Structure or any Capital Repair/Replacement Work, or (b) any structural or other defects, latent or
patent, in any work done according to the approved plans and specifications for the Parking
Structure or any Capital Repair/Replacement Work District shall hold harmless, indemnify and
defend the City Indemnified Parties from and against any claims or suits for damages to property
or injuries to persons (including death) arising out of or in any way relating to defects, latent or
patent, in the plans and specifications or the actual construction work and improvements
comprising the Parking Structure or any Capital Repair/Replacement Work, including, without
limitation, the violation of any governmental regulations, or arising out of or in any way relating
to any defects in any work done and/or improvements completed according to approved plans and
specifications therefor
C This Section 8 shall survive any termination of this Agreement as to City
acts or omissions occurring prior to the termination of this Agreement
Section 9 Maintenance of Easement Area District shall be responsible for and shall
pay for all costs for maintenance, repair, and replacement of all improvements, furnishings,
fixtures, and equipment, and personal property situated within the Easement Area from time to
time, with no contribution by City (except as provided in Section 3 hereof), provided, however,
that said responsibility of District shall exclude that portion of the Capital Repair/Replacement
Work that is City's responsibility in accordance with Section 10 of this Agreement. In addition,
City shall be responsible for and shall pay for all costs for repair and replacement of any of the
improvements, furnishings, fixtures, and equipment, and personal property situated from time to
time within the Easement Area that result from damages caused by City or any of City' s permittees,
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Not by way of limitation of the foregoing, City's maintenance, repair, and replacement obligations
shall include, but shall not be limited to, the following (i) maintenance of asphalt parking, and
driving surfaces within the Easement Area (except superstructure and concrete surfaces which are
the responsibility of District) in a smooth condition evenly covered with the type of surface
material originally installed thereon, or such substitute thereof as shall be in all material respects
equal thereto in quality and durability, (u) removal of all oil dnppings, papers, debris, filth, and
refuse from the Easement Area (other than designated trash receptacles), (m) cleaning,
maintaining, and replacing lighting fixtures within the Easement Area, and re -Tamping and re -
ballasting the same as needed, (iv) repainting of striping, markers, and directional signs within the
Easement Area as needed; and (v) the lighting system as installed by District The Easement Area
shall be maintained in good condition in accordance with any standards imposed by any
government authority having junsdiction over the Easement Area. Notwithstanding the above,
District shall be responsible for all costs for repair and replacement of any of the improvements,
furniture, fixtures, and equipment and personal property situated from time to time within the
Easement Area that result from damages caused by District or any of District's permittees
Section 10 Capital Repair/Replacement Work Subject to City's limited
responsibilities in Section 9, District shall be responsible for performing any Capital
Repair/Replacement Work that may be required from time to time with respect to the Parking
Structure and the Property, and any ingress and egress to and from the Parking Structure and public
streets, with no contribution by City As used herein, the term "Capital Repair/Replacement Work"
shall include repair and replacement, as needed, of the foundations, superstructure, walls, exit
stairs, access ramps, the concrete flooring and parking surfaces, walls, ceilings, and structural
elements of the Parking Structure in and about the Easement Area District and City must mutually
agree with respect to any such Capital Repair/Replacement Work that either Party believes is or
may be required and with respect to the time, place, and manner for performance of such work,
subject to their mutual agreement that the Parking Structure shall be maintained in compliance
with all applicable laws and regulations promulgated and enforced by governmental agencies with
jurisdiction over the Property and in good condition and repair, consistent with District's use of
the Property
Section 11 Alterations and Improvements, No Operating Covenant Subject to
compliance with all applicable laws and regulations promulgated and enforced by governmental
agencies with junsdiction over the Property, District shall have the right to expand, contract, or
otherwise alter the portion of the Parking Structure outside the Easement Area at its sole cost and
expense without City's prior written consent, as long as District's alterations do not obstruct,
impair, or diminish City's use of the Easement Area
Section 12 No Liens City shall not allow to be recorded against the other than with
respect to the Easement Area on a basis subordinate to a first trust deed loan which affects the
Property any mechanics' or matenalmen's, lis pendens, or other hen arising out of its use of the
Easement Area or this Agreement If any such lien other than as permitted pursuant to the
foregoing portion of this Section 12 shall at any time be recorded against the Property and City
fails, within ten (10) days after the date of City's receipt of notice of the imposition of any such
hen, to either pay or discharge the same, then District may pay such claim and the amount so
expended by District shall be reimbursed by City within five (5) days after receipt of District's
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invoice therefor If City desires to contest the validity of any such hen or claim in good faith, it
shall notify District of its intention to do so within five (5) days after the filing of the hen and, as
a condition thereto, City shall at its expense post an appropriate bond for the benefit of Distnct
and the Property, in an amount sufficient to protect the District from any loss as a result of the lien
or claim In the event of any such contest, City shall protect and indemnify Distnct against all loss,
cost, expense, and damage resulting therefrom
Section 13 Compliance with Laws City shall, at its sole cost and expense, (i) comply
with all federal, state, and local laws, statutes, ordinances, building codes, rules, and regulations
applicable to this Agreement and City's occupancy and use of the Easement Area, including,
without limitation, all Hazardous Materials Laws As used herein, the term "Hazardous Material
Law" means any federal, state, or local law, ordinance, or regulation, any order, demand, or
guidance document of any governmental agency or any licenses or permits relating to any
Hazardous Matenal As used herein, the term "Hazardous Matenal" means any substance,
material, or waste which is or becomes regulated by the United States government, the State of
California, or any local or other governmental authority, including, without limitation, any
material, substance, or waste which is (i) defined as a "hazardous waste," "acutely hazardous
waste," "restricted hazardous waste," or "extremely hazardous waste" under Sections 25115,
25117 or 25122 7, or listed pursuant to Section 25140 of the California Health and Safety Code;
(n) defined as a "hazardous substance" under Section 25316 of the California Health and Safety
Code, (m) defined as a "hazardous material," "hazardous substance," or "hazardous waste" under
Section 25501 of the California Health and Safety Code, (iv) defined as a "hazardous substance"
under Section 25281 of the California Health and Safety Code; (v) petroleum, (vi) asbestos, (vn) a
polychlorinated biphenyl, (viii) fisted under Article 9 or defined as "hazardous" or "extremely
hazardous" pursuant to Article 11 of Title 22 of the California Code of Regulations, Chapter 20,
(ix) designated as a "hazardous substance" pursuant to Section 311 of the Clean Water Act (33
U S C Section 1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource
Conservation and Recovery Act (42 U S C Section 6903), (xi) defined as a "hazardous substance"
pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and
Liability Act (42 U S C Section 9601), or (xii) any other substance, whether in the form of a solid,
liquid, gas, or any other form whatsoever, which by any governmental requirements either requires
special handling in its use, transportation, generation, collection, storage, treatment or disposal, or
is defined as "hazardous" or is harmful to the environment or capable of posing a nsk of injury to
public health and safety In the event City or any of City's permittees causes a release, spill, or
discharge of Hazardous Materials on, in, under, or in the vicinity of the Property City shall
promptly remediate such release, spill, or discharge in compliance with all applicable Hazardous
Materials Laws and at no expense to District and, not by way of limitation of the foregoing
obligation, City's indemnity obligations set forth in Section 6 of this Agreement shall apply
Section 14 Estoppel Certificates Each Party, upon the written request of the other Party
(which may not be more frequent than two (2) times during any calendar year), shall issue to the
requesting Party, the requesting Party's existing or prospective mortgagee or a potential successor
of such requesting Party, within ten (10) business days of receipt of any such request, an estoppel
certificate stating (i) whether the responding Party knows of any default under this Agreement by
it or the requesting Party and, if there are known defaults, specifying the nature thereof, (n) that
the Agreement has not, to such responding Party's knowledge, been modified or amended in any
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way, except as may be of record or otherwise disclosed by the responding Party, (iii) that to the
responding Party's knowledge, this Agreement is in full force and effect, and (iv) those amounts,
if any or applicable, then owed by the requesting Party or the responding Party under this
Agreement
Section 15 Amendment This Agreement shall not be amended orally, and no executory
agreement shall be effective to waive, change, modify, or discharge it, in whole or in part, unless
such executory agreement is in writing and is signed by the Party against whom enforcement of
any waiver, change, modification, or discharge is sought
Section 16 Assignment District may assign any and all of its rights and obligations
with respect to this Agreement without the prior consent of City, to any purchaser of the Property
City may assign any and all of its rights and obligations with respect to this Agreement only to a
party that is responsible for operation of City's Uses with respect to the Property From and after
the date of any assignment that is permitted in accordance with this Agreement, the
assignor/transferor automatically shall be released from each and every obligation, responsibility,
and liability arising under this Agreement and the other Party's sole recourse hereunder shall be
against the assignee/transferee Any unpermitted assignment shall be null and void unless
approved by both Parties in writing, with each Party reserving the nght to disapprove such
assignment in its sole and absolute discretion At the time of any permitted assignment the
assignor/transferor, assignee/transferee, and the other Party to this Agreement shall enter into an
assignment and assumption agreement reasonably satisfactory to all parties consistent with the
faregomg
Section 17 Agreement Binding Upon Successors This Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the respective Parties
Section 18 Subordination, Mortgagee Protection This Agreement and City's rights
hereunder shall be senior and superior to the rights of the holder of any deed of trust, mortgage, or
other security instrument encumbering the Property (collectively, a "Mortgage") In the event there
is an outstanding Mortgage encumbering the Property on the Effective Date of this Agreement, or
District is causing a Mortgage to be recorded against the Property concurrently with the
recordation of this Agreement, District shall cause the holder of such Mortgage to execute and
deliver to City and/or record against the Property an agreement acknowledging the senior and
superior status of City's rights hereunder and this Agreement to the rights and security interest of
the holder of the Mortgage in and to the Property ("Subordination Agreement"), and the form and
content of the Subordination Agreement shall be reasonably acceptable to City's counsel Subject
to the foregoing, no violation or breach of any of the covenants, agreements, and restnctions set
forth in this Agreement shall affect or impair the hens and rights of a holder of a Mortgage which
is now or hereafter recorded against the Property or any portion thereat or the rights of any person
or entity who acquires the Property based upon the foreclosure of such Mortgage or through a
conveyance by deed in heu of foreclosure, or any successor or assignee of any of them The Parties
shall amend this Agreement to make such commercially reasonable modifications to this Section
17 as may be required by any existing or prospective holder of a Mortgage
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Section 19 Casualty Loss Distnct shall not be deemed to be in default of this
Agreement if the Parking Structure within which a portion of the Easement Area is situated is
damaged or destroyed due to a casualty loss In such event, however, District and City shall consult
and cooperate with one another as to appropriate repair and replacement solutions and District
shall be responsible to commence and complete the repair and replacement of the damaged or
destroyed elements of the Parking Structure (and any other destroyed or damaged improvements
within the Easement Area) as promptly as practical with the objective of restoring the same as
closely as practical to the condition such improvements were in immediately prior to the casualty
loss Promptly following City's request therefor, District shall provide to City all available plans
and specifications, names of design professionals and contractors, and construction contracts for
such work Distnct shall have the right to expand, contract, or otherwise modify the Parking
Structure (i) subject to City's prior written consent, which shall not be unreasonably withheld,
conditioned, or delayed so long as such change does not have any non-diminimus adverse effect
on City's use or enjoyment of the Easement Area upon completion of the work, nor impose any
additional expense or charge on City, or (u) as required by applicable law
Section 20 Defaults and Remedies
A Failure by any Party to perform any action or covenant required by this
Agreement within the time periods provided herein, or otherwise, following notice shall constitute
a "Default" under this Agreement A Party claiming a Default shall give written Notice of Default
to the other Party specifying the Default complained of Except as otherwise expressly provided
in this Agreement, the claimant shall not institute any proceeding against the other Party if such
Party within thirty (30) days after the date of such Notice of Default immediately cures, corrects
or remedies such failure or delay
B Except as otherwise specifically provided herein, upon the occurrence of a
Default, and the expiration of the applicable cure period pursuant to subsection A above, the non -
defaulting Party shall have the right, in addition to any other nghts or remedies, to institute any
action at law or in equity to cure, correct, prevent or remedy any Default, or to recover damages
for any Default, or to obtain any other remedy consistent with the purpose of this Agreement Such
legal actions must be instituted in the Superior Court of the County of San Bernardino, State of
California, or in the Federal District Court for the Central Distnct of the State of California
Notwithstanding anything herein to the contrary, a Party's right to recover damages in the event
of a Default by the other Party shall be limited to recovery of actual damages and shall exclude
consequential damages.
C The nghts and remedies of the Parties are cumulative, and the exercise by
any Party of one or more of such nghts or remedies shall not preclude the exercise by it, at the
same or different times, of any other nghts or remedies for the same default or any other default
by the other Party, except as otherwise expressly provided herein
D Any failures or delays by any Party in asserting any of its rights and
remedies as to any Default shall not operate as a waiver of any Default or of any such rights or
remedies, or deprive such Party of its right to institute and maintain any actions or proceedings
which it may deem necessary to protect, assert or enforce any such nghts or remedies
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Section 21 Reversion If City determines that it no longer has need of the Easement
Area, as determined in its sole and absolute discretion, City shall notify District in writing of same
("Disposition Notice") no less than sixty (60) days before its intent to discontinue use of the
Easement Area Upon City providing Distnct with the Disposition Notice, this Agreement shall
terminate and the Easement Area shall automatically revert back to Distnct exclusively together
with all rights and privileges afforded herein
Section 22 Non -Dedication Nothing contained in this Agreement shall be deemed to
be a gift or dedication of any portion of the Parking Structure to the general public or for any public
use or purpose whatsoever, it being the intention of the Parties and their successors and permitted
assigns that nothing in this Agreement, express or implied, shall confer upon any person, other
than the Parties and their successors and permitted assigns, any rights or remedies under or by
reason of this Agreement
Section 23. Attorneys' Fees. If any action is commenced to enforce or interpret any
provision of this Agreement, or ansing out of this Agreement, the prevailing Party, as determined
by a final court judgment, shall be entitled to recover from the other Party, in addition to costs and
any other relief, such reasonable attorneys' fees incurred in the action as the court may award,
including attorneys' fees for a Party's use of in-house counsel
Section 24. Authority The individuals executing this Agreement represent and warrant
that they are duly authonzed to execute this Agreement on behalf of their respective principals
Section 25 Governing Law This Agreement shall be construed and enforced in
accordance with the laws of the State of California, without regard to conflicts of law principles.
Section 26 Time and Excusable Delays The time for perfoiiiiance of an obligation,
other than the payment of money, shall be extended for the period during which a Party is
prevented from performing by the act or omission of another Party to this Agreement, acts of God,
government, or other force or event without the fault and beyond the reasonable control of such
Party
Section 27. Waiver No right or remedy under this Agreement shall be deemed to have
been waived unless the waiver is in writing and signed by the Party to be charged One waiver
shall not be interpreted as a continuing waiver
Section 28 Exhibits All Exhibits attached and referred to in this Agreement are hereby
incorporated herein as though fully set forth herein and shall be deemed to be a part of this
Agreement.
Section 29 Entire Agreement This Agreement, and the exhibits referenced herein or
attached hereto, set forth and contain the entire understanding and agreement of the Parties with
respect to the subject matter addressed herein, and there are no oral or written representations,
understandings, or ancillary covenants, undertakings, or agreements which are not contained or
expressly referred to herein and no testimony or evidence of any such representations,
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understandings, or covenants shall be admissible in any proceedings of any kind or nature to
interpret or determine the provisions or conditions of this Agreement
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date of this Agreement
CITY OF REDLANDS REDLANDS RAILWAY DISTRICT, LLC
a California limited liability company
BY ITS MANAGER:
JUDSON & BROWN, LLC,
a Nevada limited liability company
PL-qt•O
Paul W Foster, Mayor By
ATTEST
e Donaldson, City Clerk
Donald J Berry, Jr 1 anager
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