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HomeMy WebLinkAboutA8442 - LAMAR CENTRAL OUTDOOR, LLC BILLBOARD RELOCATION AND SETTLEMENT AGREEMENT THIS BILLBOARD RELOCATION AND SETTLEMENT AGREEMENT ("Agreement") is entered into as of this Jq0'day ofGt1o�Y , 2019, by and between the CITY OF PALM SPRINGS, a California charter City and municipal corporation("City") and LAMAR CENTRAL OUTDOOR, LLC, a Delaware limited liability company ("Lamar"). Hereinafter, City and Lamar are sometimes individually referred to as "Party" or collectively as the"Parties." RECITALS WHEREAS, the City is engaged in an infrastructure project located along Ramon Road to expand the existing Ramon Bridge over the Whitewater River Storm Channel from four(4) to six (6) lanes, requiring construction improvements to Ramon Road from San Luis Rey Drive to Candlewood Drive, located within the City and Cathedral City in the County of Riverside ("Project"); WHEREAS, the City is acquiring an interest in the parcel described as Riverside County Assessor's Parcel Number 677420-023 (the"Property") for purposes of completing the Project; WHEREAS, the City is entitled to funding from the Federal Highway Administration (FHWA)to complete the Project; WHEREAS, Lamar owns and operates one (1) double-faced, outdoor advertising display structure ("Existing Billboard") as described and depicted in Exhibit "A", together with a leasehold interest in the Property upon which it is situated; WHEREAS, Lamar was issued a Notice of Eligibility, a Conditional Entitlement Letter for Relocation Assistance — Business, a 90-Day Information Notice, and a General Information Notice on May 17, 2018 advising Lamar that they are entitled to relocation assistance; WHEREAS, Lamar is in the process of relocating the Existing Billboard, consistent with all applicable federal, state, and local laws, and now wishes to receive payment from the City for actual and reasonable expenses it will incur from the relocation; and WHEREAS, the City and Lamar, by entering into this Agreement, wish to settle all claims to relocation expenses incurred by Lamar. AGREEMENT NOW, THEREFORE, in consideration of the foregoing Recitals, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants set forth herein, the Parties hereby agree as follows: 1 1. Incorporation of Recitals. The Recitals are incorporated into this Agreement as though fully set forth herein. 2. Terms. a. Effective Date. The effective date of this Agreement shall be the date on which the City receives counterpart originals of this Agreement executed by the authorized representative(s) of Lamar, and this Agreement has been approved by City Council, executed by tha authorized representative(s) of the City and delivered to Lamar. b. Payment for Relocation Expenses. The City shall pay Lamar a total sum of ONE HUNDRED FIFTY THOUSAND DOLLARS AND 00/100 ($150,000.00) as full and final satisfaction of all actual and reasonable expenses related to the relocation of the Existing Billboard, which amount shall be documented in invoices showing the actual costs Lamar incurred from the design, permitting, and relocation of the Existing Billboard. C. Full Settlement. This Agreement shall represent complete and final settlement of any and all claims to compensation of any kind and nature which Lamar had, now has, or may assert in the future against the City relating to the Property and Project, including, but not limited to, any and all claims for pre-condemnation damages, loss of goodwill, lost rents, or losses or damage to fixtures, equipment, personal property, litigation expenses, attorneys fees, costs and any other claims Lamar may have under the California Eminent Domain Law. 3. Lamar's Buy America Representations. The Buy America (BA) requirements, futher specified in section 1518 of the Moving Ahead for Progress in the 21' Century (MAP-21) Act, codified at 23 U.S.C. § 313(g), and 23 C.F.R. § 635.410 require that all manufacturing processes for steel and iron products (including the application of coatings) installed on a project receiving funding from the Federal Highway Administration (FHWA) to have occurred in the United States. In according with BA requirements, Lamar certifies the following: a. Self Certification Method. For products where BA requirements apply, Lamar has used and will use only such products for which it has received a certification from its supplier, or provider of construction services that procures the product certifying BA compliance. b. Vendor/Manufacturer Certification Method. All documents Lamar obtains to demonstrate BA compliance shall be held by Lamar for a period of three (3) years from the date the final payment from the State of California or the FHWA is received by the City to recover the costs of relocation benefits, and shall be made available to State or FHWA upon request. C. Lamar Cooperation. Lamar shall reasonably cooperate with the City to assist the City in its request to the State or FHWA for relocation assistance benefits the City paid to Lamar under this Agreement. 2 4. General Provisions. a. Assi agent. Lamar may only assign or otherwise transfer this Agreement to any other person, firm, or entity, upon approval of the City of an assignment and assumption agreement in a form reasonably acceptable to the City with such approval not unreasonably withheld. After assignment as permitted by this Section, the City shall look solely to such assignee or transferee for compliance with the provisions of this Agreement which have been assigned or transferred. b. Binding on Heirs. This Agreement shall be binding upon the Parties and their respective heirs, representatives, transferees, successors, and assigns. C. Waiver. The waiver by any Party of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition, or of any subsequent breach of the same term, covenant or condition. d. Notices. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be sent by: (a) certified or registered mail, postage pre-paid, return receipt requested, (b)personal delivery, or(c) a recognized overnight carrier that provides proof of delivery, and shall be addressed as follows: If to Lamar: If to City: Lamar Central Outdoor, LLC City of Palm Springs Attn: Vanessa Moorman, Attn:City Clerk Vice President/General Manager 3200 E. Tahquitz Canyon Way 77-583 El Duna Court, "J" Palm Springs, CA 92262 Palm Desert, CA 92211 Notices shall be deemed effective upon receipt or rejection only. e. Authority to Enter Agreement. All Parties have the requisite power and authority to execute, deliver and perform the Agreement. All Parties warrant that the individuals who have signed the Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. f. Amendment/Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by all Parties. g. Attorneys' Fees. In the event of litigation between the Parties arising out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and other costs and expenses incurred, including attorneys' fees on appeal, and all other reasonable costs and expenses for investigation of such action, including the conducting of discovery, in addition to whatever other relief to which it may be entitled. 3 h. Time is of the Essence. Time is of the essence of each and every provision of this Agreement. i. Integration. This Agreement embodies the entire agreement between the Parties and supersedes any prior or contemporaneous understandings between the Parties related to the Agreement. j. Governing. This Agreement shall be interpreted and enforced according to, and the Parties' rights and obligations governed by, the laws of the State of California, without regard to its laws regarding choice of applicable law. k. Principles of Interpretation. This Agreement shall not be construed in favor of, or against, any Party by reason of the extent to which any Party or its counsel participated in the drafting of this Agreement. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning, not strictly for or against any of the Parties hereto. Headings at the beginning of each section or sub-section of this Agreement are solely for the convenience of reference, and are not part of this Agreement. Every reference to a law, statute, regulation, order, form, or similar governmental requirement refers to each requreiment as amended from time to time. 1. Consultation with Legal Counsel. The Parties represent that they have consulted legal counsel prior to the execution of this Agreement and have executed this Agreement with full knowledge of its meaning and effect. in. 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, the remainder of this Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of this Agreement. In the event that all or any portion of this Agreement is found to be unenforceable, this Agreement or that portion which is found to be unenforceable shall be deemed to be a statement of intention by the parties; and the parties further agree that in such event, and to the maximum extent permitted by law, they shall take all steps necessary to comply with such procedures or requirements as may be necessary in order to make valid this Agreement or that portion which is found to be unenforceable. n. Counterparts. This Agreement may be signed in counterparts, and all so executed shall constitute one original agreement binding on the Parties. 4 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date set forth below. "City" CITY OF PALM SPRINGS, a California charter city and municipal corporation: B / David H. Ready, Ci ager ATTPthonvy By: APPROVED AS TO FORM: M " , City C er By' APPROVED BY CRY COUNCL Je ey . Ballinger, rty Attorney - 9409 IL 12-19-6 "Lamar" LAMAR C TRAL OUT OR, LLC By: By its sole member Lamar Media Corp Vanessa Moorman, Vice President APPROVED AS TO FORM: rf By: Co or B. Eglin, Associate General Counsel Lamar Advertising Company 5 Exhibit"A" DESCRIPTION OF EXISTING BILLBOARD The Existing Billboard is described as one(1) double-faced, outdoor advertising display located upon Riverside County Assessor's Parcel Number 677-420-023. ;•Ice , s AWL i 4610993.1--N 1612.1