01135.0001/938204.2 16
of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county . Service of process on City shall be made in accordance with California law . Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. In the event of any a ction between City and Developer seeking enforcement or interpretation of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys’ fees.
8.12 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the Development of the Project is a private Development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement . No partnership, joint venture or other association of any kind is formed by this Agreement. City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private Development into a “public work” project, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer’s private project into a public work project, it being understood that this Agreement is entered into by City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement which are incorporated into this Agreement and made a part hereof, and that City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement.
8.13 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement.
8.14 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain or Developer’s right to seek and collect just compensation or any other remedy available to it.
8.15 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements . The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated mat ters. Minor, non-material modifications may be approved by the City Manager upon approval by the City Attorney.
8.16 Notices. All notices under this Agreement shall be effective when delivered by United States Postal Service mail, registered or certified, postage prepaid return receipt requested; and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing by providing notice to the other party:
01135.0001/938204.2 17
To City: City of Bell
6330 Pine Ave.
Bell, California 90201
Attn: City Manager
To Developer: Clear Channel Outdoor, LLC
19320 Harborgate Way
Torrance, CA 90501
Attn: Vice President, Real Estate & Public Affairs
With Copy To: Clear Channel Outdoor, LLC
2325 E. Camelback Road, Suite 250
Phoenix, AZ 85016
Attn: Operations Counsel
8.17 Nonliability of City Officials. No officer, official, member, employee, agent, and/or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, and/or representative.
8.18 No Brokers. City and Developer represent and warrant to the other that neither has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorneys’ fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder’s fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder’s fee.
8.19 No Amendment of Lease. Nothing contained in this Agreement shall be deemed to amend or modify any of the terms or provisions of the Lease. Nothing contained in this Agreement shall constitute or be deemed to constitute a limit on any of Developer’s obligations under the Lease, or any of Owner’s rights or remedies against Developer under the Lease.
8.20 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this A greement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound.
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.
01135.0001/938204.2 18
City: CITY OF BELL
By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Developer:
CLEAR CHANNEL OUTDOOR, LLC,
a Delaware limited liability company
Bryan Parker, Executive Vice President
[end of signatures]
01135.0001/938204.2 19
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 Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, 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 laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
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 Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, 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 laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
01135.0001/938204.2 A-1
EXHIBIT “A”
LEGAL DESCRIPTION OF SITE AND SITE PLAN
The provisions of this agreement shall only apply to the “Site” as shown here. The Site is a portion of Owner Property described as:
PERMANENT PROPERTY TAX NUMBER
Atlantic WS 66' N/O Bell panels 3795 & 3796
APN: 6325-022-404
The following described real property in the City of Bell County of Los Angeles State of California:
The North 60 feet of the easterly half of lot 20, block "E" of gilder & Hamilton's subdivision of the easterly portion of the bell tract, in the City of Bell, County of Los Angeles, California as per map recorded in Book 3, Page(s) 36 of Maps, in the Office of the County Recorder of said County. The westerly line of said Lot being parallel with the westerly line of said Lot 20.
A.K.A.: 6717 Atlantic Ave., Bell, Ca 90201.
01135.0001/938204.2 A-2
6717 East Atlantic Avenue Bell, CA 90201
APN 6325-022-404
01135.0001/926610.2 B-1
EXHIBIT “B”
Description of New Digital Billboard
CCO will replace the existing printed display face in place as a single-faced 12’ x 25’ outdoor advertising sign with a digital display face at 6717 E. Atlantic Avenue. #3796 Facing South
01135.0001/926610.2 C-1
EXHIBIT “C”
Removed Sign
CCO will remove the existing printed single-faced 12’ x 25’ outdoor advertising sign at 4823 East Gage Avenue.
#441 Facing West
01135.0001/938204.2 D-1
EXHIBIT “D”
SCOPE OF DEVELOPMENT INCLUDING SIGN PLANS
Developer and City agree that the Development shall be undertaken in accordance with the terms of the Agreement, which include the following:
1. Project. Developer shall relocate in place the existing printed sign face and shall convert it to the New Digital Billboard with a digital display face in accordance with the terms of this Agreement . The existing structure will have one n ew digital display f ace measuring approximately 12’ x 25’ within the Site.
2. Building Fees. Developer shall pay all applicable City planning and building fees, as described in this Agreement, at the time the time the Project is submitted to the appropriate City Department.
3. Maintenance and Access . Developer, for itself and its successors and assigns, hereby covenants, and agrees to be responsible for the following:
(a) The existing sign structure shall be painted black prior to the Effective Date.
In addition, any existing ladders or other ancillary structures which are not required for a digital sign shall be removed prior to the Effective Date. On-going maintenance and repair of the New Digital Billboard and Site (where authorized pursuant to the Site Lease) including but not limited to, the displays installed thereon, and all related on- Site improvements, easements, rights -of-way at its sole cost and expense . Developer’s maintenance and repair obligation shall include, without limitation, maintaining any poles, lighting, signs, and walls in good repair and free of graffiti, rubbish, debris , and other hazards to persons using the same. Developer shall maintain and repair the New Digital Billboard digital display faces in accordance with all applicable laws, rules, ordinances and regulations of all federal, State, and local bodies and agencies having jurisdiction over the Site [unless those federal, State, and local bodies have an exception for a legal nonconforming use]. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Project; (ii) replacement of any fixtures, equipment or property damaged by the Project to the extent required by this Agreement or applicable law; (iii) the ongoing maintenance by the Developer of any access points to the New Digital Billboard to minimize dust caused by the Project; and (iv) the repair, replacement and repainti ng of the New Digital Billboard structure and display faces as necessary to maintain such billboard in good condition and repair. (b) Maintenance of the Site (where authorized pursuant to the Site Lease) in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance of the New Digital Billboard digital display faces or structure such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within three hundred (300) feet of Site.
4. Other Rights of City. In the event of any violation or threatened violation of any of the provisions of this Exhibit “D,” then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of this Agreement, the City shall have the right, after complying with Section 5.3 of this Agreement, (i) to enforce the provisions hereof by undertaking
01135.0001/938204.2 D-2
any maintenance or repairs required by Developer under Paragraph 3 above (subject to the execution of a permit to enter in form reasonably acceptable to Owner) and charging Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or revoke in the manner proscribed by law, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the New Digital Billboard digital display faces.
5. No City Liability. The granting of a right of enforcement to the City does not create a mandatory duty on the part of the City to enforce any provision of this Agreement. The failure of the City to enforce this Agreement shall not give rise to a cause of action on the part of any person. No officer or employee of the City shall be personally liable to the Developer, its successors, transferees or assigns, for any default or breach by the City under this Agreement.
6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Digital Billboard digital display faces and, where stated, on the Site, shall conform to all applicable provisions of the Code and the following conditions, in a manner subject to the approval of the Planning Manager or designee:
(a) A building permit will be required and structural calculations shall be prepared by a licensed civil engineer and approved by the City Building Official. (b) The New Digital Billboard shall remain located on the Site as described in attached Exhibit A and as set forth herein and based on dimensions described in Section 1, above.
(c) The size of each digital display face of the New Digital Billboard shall not exceed a maximum area of 300 square feet with no extensions or borders. (d) Plans and specifications for the proposed installation of the New Digital Billboard digital display faces, including all utility plans, shall be submitted to the City Planning and Building Departments for plan check and approval prior to the issuance of building permits.
(e) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City.
(f) Developer shall maintain the Site and use thereof in full compliance with all applicable codes, standards, policies and regulations imposed by the City, County, State or federal agencies by any duly and valid city, county or state ordinance with jurisdic tion over the facilities, unless the Project is exempted as a legal nonconforming use. (g) The Developer shall pay any and all applicable fees due to any public agency pertaining to the New Digital Billboard digital display f aces prior to the final issuance of the building permits.
(h) The activities proposed in this Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way.
01135.0001/938204.2 D-3
(i) All graffiti shall be adequately and completely removed or painted over within 48 hours of notice to Developer of such graffiti being affixed on the New Digital Billboard.
(j) Dev
eloper shall comply with the standards as adopted by the Outdoor Advertising Association of America, Inc. (OAAA), including but not limited to, the 0.3 foot- candl
es limitation over ambient light levels at 1 50 feet, and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic diming capabilities, as well as providing the City’s Planning Manager or designee with a designated Developer employee’s phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City’s Planning Manager or designee, Developer shall perform a brightness measurement of the display using OAAA standards and provide City with the results of same within 15 days of the City’s complaint. The City may also request a brightness measurement as a part of the review under Section 5.1.
Developer shall dim the display to the appropriate setting immediately upon the conclusion of any such measurement concluding that the light standards were exceeded. (k)
In the event ten percent (10%) or more of the digital sign face is not operating correctly or in the event of a malfunction, Developer shall immediately turn the entire display off, or show a one hundred percent (100%) black image on the display until corrected.
(l) The interval between the change in digital content shall be a minimum of eight (8) seconds and the images shall change instantaneously, without special transitional effects.
(m) For each sign removal, when all existing static panels are removed as part of the required take-down, Developer shall also remove all structural elements of the sign to existing grade, including the removal and “safe-off” of the existing electrical panel.
01135.0001/938204.2 E-1
EXHIBIT “E”
Schedule of Performance
ITEM OF PERFORMANCE TIME FOR PERFORMANCE REFERENCE
City Council Hearings to Approve
this Agreement
December 6, 2023 (First Reading)
December 13, 2023 (Second Reading)
G & I
Effective Date of this Agreement 30 days following City Council’s Second Reading - January 12, 2024
N/A
Developer pays One-time
Processing Fee.
Upon Planning Application Submittal 2.5.2
Developer prepares and submits to
City working drawings,
specifications, and engineering for
plan check.
No later than fifteen (15) days from the
Effective Date
N/A
City to approve all construction and
engineering drawings and
specifications with plan check
approval and issues a building
permit and electrical permit.
Within 30 days of City’s receipt of
submittals.
N/A
City to approve demolition permit
to remove existing billboard signs,
structures, and equipment.
Within 30 days of City receipt of
submittals.
N/A
Developer submits proof of
insurance.
Within seven (7) calendar days of
Effective Date of Agreement
7.3.1 Developer constructs billboard sign
conversions and removes existing
billboard signs, structures, and
equipment.
No later than sixty (60) days from the
receipt of building permits
N/A
Developer pays City One-Time
Economic Fee.
1st day of the month following Effective
Date of Agreement
2.5.3 Developer pays City Annual
Installments per Developer Fee
Schedule.
1st installment due on the 1st day of the
month following Effective Date of
Agreement. Monthly installments shall
continue on the first day of each
subsequent month of the term of this
Agreement.
2.5.1
01135.0001/938204.2
RECORDING REQUESTED BY AND
AFTER RECORDING MAIL TO:
CITY OF BELL
6330 Pine Avenue
Bell, California 90201
Space above this line reserved for recorder’s use
[Exempt From Recording Fee Per Gov. Code §6103]
DEVELOPMENT AGREEMENT NO. 2023-02
This Development Agreement (hereinafter “Agreement”) is entered into by and between THE CITY OF BELL, a California charter city incorporated under the laws of the State of California (hereinafter “City”) and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (hereinafter “Developer”).
RECITALS
A. California Government Code Sections 65864, et seq., (“Development Agreement Law”) authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purposes of strengthening the public planning process, encouraging private participation and comprehensive planning, and identifying the economic costs of such development.
B. Developer has a leasehold interest in that certain portion of real property located at 5143 East Gage Avenue in the City, Assessor Parcel Number 6315-025-032 as more specifically described in Exhibit “A” (the “Site”) upon which Developer currently owns and operates an existing lawfully permitted single-faced 12’ x 25’ outdoor advertising sign with printed display face and seeks to relocate such sign in place as a single-faced 12’ x 25’ outdoor advertising sign with a digital display face, as more fully described in Exhibit “B” hereto (“New Digital Billboard”), in consideration for the additional removal of the single-faced 12’ x 25’ outdoor advertising sign located on the real property described on Exhibit “C” hereto (the “Removed Sign” and together with the New Digital Billboard, the “Project”).
C. The City has determined that the Project contemplated herein complies with the Bell Zoning Ordinance found in Chapter 17.84 of the Bell Municipal Code (“BMC”) and will provide public benefits, including, among other things, a net reduction in outdoor advertising signage in the City.
D. City and Developer agree and acknowledge that the outdoor advertising sign relocation contemplated herein complies with, and serves the purposes enumerated in, California Business & Professions Code Sections 5200 et seq . (the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412 and 5443.5 and incorporated by reference in Section
17.84.064c of the BMC.
01135.0001/938204.2 2
E. In exchange for the approvals sought to convert the existing single-faced billboard with a printed display face to the New Digital Billboard, as described above, Developer has offered to:
1. Pay to the City an annual Development Fee, as defined, and provided in Section 2.5 below, for the cost to the City to ameliorate the impact of the installation of the digital sign panels on the New Digital Billboard; and
2. Pay to the City a one -time Processing Fee, as defined, and provided in Section 2.5.2 below, for the cost to the City to provide additional economic development funds to ameliorate the impact of the installation of the New Digital Billboard for each structure; and
3. Provide advertising space free of charge to City on a space available basis as further described below.
4. Reimburse City costs of making this Agreement.
F. Developer and City agree that a development agreement should be approved and adopted to memorialize the expectations of City and Developer as more particularly described herein.
G. On _________, 2023, the City Council of the City, pursuant to Government Code sections 65867 and 65867. 5 and Code Sections 18.58.018 and 18.58.055, as well as other applicable law, held a duly noticed public hearing to consider the approval of this Agreement and, after hearing public testimony thereon, considered the proposal and introduced Ordinance No. _____.
H. The City Council has found that: this Agreement is in the best public interest of the City and its residents; adopting this Agreement constitutes a present exercise of the City’s police power; the terms of the Agreement will not be detrimental to the public’s health, safety, or general welfare; and this Agreement is consistent with the City’s General Plan and Code. This Agreement and the proposed Project (as hereinafter defined) will achieve a number of City objectives including the reduction of visual clutter, elimination of non-conforming signage, and facilitation of the orderly development, relocation and distribution of existing displays to more appropriate locations within the City, while allowing for the incorporation of modern technology into relocated displays and an overall reduction in the number of outdoor advertising signs in the City as part of the City’s planned development.
I. On _____ 2023 , the City Council held the second reading of Ordinance No.__, thereby approving this Agreement.
J. City finds and determines that all actions required of City precedent to approval of this Agreement by Ordinance No. ______ of the City Council have been duly and regularly taken.
K. In exchange for the benefits to the City described in the Agreement, together with other public benefits that will result from the development of the Project (as defined below), Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with Land Use Regulations (as defined below), and therefore desires to enter into this Agreement.
01135.0001/938204.2 3
COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS AND EXHIBITS.
1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized when used in the Agreement. In addition to the terms defined in the Recitals above and elsewhere in this Agreement, the defined terms include the following:
1.1.1 “Site Lease” means the lease agreement by and between Developer and Balubhai Patel, (“Owner”), the owner of the Site.
1.1.2 “Agreement” means this Development Agreement and all attachments and Exhibits hereto.
1.1.3 “City” means the City of Bell, a California charter city.
1.1.4 “City Council” means the City Council of the City.
1.1.5 “Developer” means Clear Channel Outdoor, LLC, a Delaware limited liability company and its successors and assigns, duly existing and operating, and doing business at 19320 Harborgate Way, Torrance, CA 90501.
1.1.6 “Development Approvals” means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act (“CEQA”) and from the California Department of Transportation (“Caltrans”), if any.
1.1.7 “Effective Date” is when all the following have occurred : (i) the Agreement is signed by both the Developer and City, (ii) the Agreement is approved by Ordinance No. ____ and effective, and not subject to referendum, (iii) all conditions precedent to its effectiveness have been satisfied, and (iv) after expiration of all applicable appeal periods.
1.1.8 “Land Use Regulations” means the Zoning Ordinance and rules, regulations and official policies of City which govern development and use of the Site, including construction standards and specifications applicable to the development of the Site which are in full force and effect as of the Effective Date of this Agreement.
1.1.9 “New Digital Billboard” means the new digital sign(s), as described in Exhibit “B” hereto located on the Site, and a relocation in place of the existing lawfully permitted outdoor advertising structure 12’ x 25’ foot printed display face(s) on the Site.
1.1.10 “Operational” means the New Digital Billboard is capable, legally, and functionally, of displaying advertising on the digital displays with a permanent source of power.
01135.0001/938204.2 4
1.1.11 “Project” means the complete removal of the existing printed display face(s) and the installation of new digital display faces on the existing structure.
1.1.12 “Scope of Development” means the Scope of Development attached hereto as Exhibit “D” and incorporated herein.
1.1.13 “Site” means the real property described in Recital B and more specifically described in Exhibit “A” attached hereto and incorporated herein.
1.1.14 “Subsequent Land Use Regulations” means any Land Use Regulations effective after the Effective Date of this Agreement which governs development and use of the Project and/or the Site.
1.1.15 “Subsequent Development Approvals” means any and all permits and approvals which may be required by City for repair, maintenance, operation, or other work to be performed by Developer that occurs after the Project has been constructed and become operational. Consistent with the Outdoor Advertising Act (Bus. & Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals, but enhancement modification or other change requires approval.
1.1.16 “Term” shall have the meaning provided in Section 2.4, unless earlier terminated as provided in this Agreement.
1.1.17 “Anniversary Date” shall mean the date that is twelve (12) months following the Effective Date, and every twelve (12) months thereafter.
1.1.18 “Owner Property” is the property owned by Owner as legally described and shows in Exhibit A. The Site is a portion of Power Property as shown in Exhibit A.
1.2 Exhibits. The following documents are attached to, and by this reference made a part of this Agreement: Exhibit “A” (Legal Description of Site), Exhibit “B” (Description of New Digital Billboard), Exhibit “C” (Removed Sign), Exhibit “D” (Scope of Development), and Exhibit “E” (Schedule of Performance).
2. GENERAL PROVISIONS.
2.1 Binding Effect of Agreement . From and following the Effective Date, actions by the City and Developer with respect to the Site, the Project, or the New Digital Billboard, including actions by the City on applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement ; provided, however, that nothing in this Agreement shall be deemed or construed (i) to modify or amend the Site Lease, or any of Developer’s obligations thereunder; or (ii) to impose any obligation whatsoever on the Owner of the Site, including without limitation any obligation with respect to the Project, except as expressly set forth in this Agreement.
2.2 Interest in the Site . City and Developer acknowledge and agree that Developer has a leasehold interest in the Site [and thus is qualified to enter into and be a party to this Agreement under California Government Code 65864 et. seq]. If Developer’s leasehold interest is prematurely terminated by the owner of the Site, then this Agreement shall be terminated and Developer shall have no further obligations under this Agreement, except (i) as provided under Section 4.1 with respect to Developer’s responsibility to remove the digital display
01135.0001/938204.2 5
faces on the New Digital Billboard as provided therein, (ii) to make all payments up until the date of actual termination, and (iii) to honor all indemnity obligations herein.
2.3 Transfer. Except as set forth herein, neither P arty may sublet, assign or otherwise transfer this Agreement, or any interest herein, either voluntarily or by operation of law, without the other party’s prior written consent, which the other party shall not unreasonably withhold, condition, or delay . Notwithstanding the above, the consent of City shall not be required: (i) for Developer to assign its rights and duties under this Agreement to any type of legal entity, including but not limited to a limited liability company, corporation, or limited partnership, controlling, controlled by or under common control with Developer or to any entity that acquires a majority of Developer’s assets in the Southern California market; or ( ii) in the event any such entity to which this Agreement has been so assigned thereafter merges with another company, reorganizes its stock, or undergoes a similar corporate restructuring, changes ownership or sells any of its assets or stock . Any security posted by Developer may be substituted by the assignee or transferee. After a transfer or 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.
2.4 Term of Agreement . Unless earlier terminated as provided in this Agreement, this Agreement shall continue in full force and effect until the earlier of : (i) twenty (20) years after the date the digital display faces on the New Digital Billboard become Operational [plus one ten (10) year option which Developer may exercise by providing written notice to City at least 180 days prior to expiration subject to (i) the extension of Owner lease term for the Extended Term or (ii) the earlier termination of this Agreement and Site Lease and the permanent removal of the digital display faces on the New Digital Billboard constructed pursuant to the terms hereof. Notwithstanding the above, if Developer is: (i) unable to maintain for reasons beyond Developer’s control any necessary permit for the erection, use, and/or maintenance of the digital face(s), (ii) the use of the digital face(s) is prevented or restricted by law, or (iii) if, by some cause beyond Developer’s control, the operation of the Digital Billboard becomes impossible, then Developer shall have the right to terminate the Agreement and remove the Digital Billboard at Developer’s sole expense. Within t hirty (30) days after the expiration or termination of this Agreement, the parties shall execute a written cancellation of this Agreement which shall be recorded with the County Recorder pursuant to Section 9.1 below . The term of this Agreement supersedes any amortization period that may apply under the BMC as to any non-conformity as applied to the Site.
2.4.1 Precondition to Lease. The current Owner lease term is for less than 20 years and is not co-extensive with the term of this Agreement. This Agreement shall not extend beyond the term of the Owner Lease and shall terminate upon the expiration of termination of the Owner Lease which is a precondition to this Agreement if the Agreement terminates for this cause Developer shall wholly remove the New Digital Billboard structure per Section 4.
2.5 Development Fee. The potential impacts of the Project on the City and surrounding community are difficult to identify and calculate. Developer and City agree that an annual development fee paid by Developer to City would adequately ameliorate all such potential impacts. The parties therefore agree that Developer shall pay an annual development fee in the amount of Ten Thousand Dollars ($10,000.00) per digital display face to the City (“Development Fee”), payable in twelve (12) monthly installments, with the first installment due on the first day of the month following th e Effective Date. Monthly installment payments shall continue on the first day of each subsequent month in the term of this Agreement.
01135.0001/938204.2 6
2.5.1 Development Fee Schedule. The annual Development Fee to be paid to the City shall be as follows:
(a) Years 1-10: Ten Thousand Dollars ($10,000.00) per digital display face on the New Digital Billboard
(b) Years 11-20: Twelve Thousand Five Hundred Dollars ($12,500.00) per digital display face on the New Digital Billboard
(c) Years 21-30, if option is exercised by Developer : City will receive Fifteen Thousand Dollars ($15,000.00) per digital display face on the New Digital Billboard.
2.5.2 One Time Processing Fee: Developer shall pay a one-time Processing Fee in the amount of Ten Thousand Dollars ($10,000.00).
2.5.3 One-Time Economic Development Fee: Developer shall pay a one- time Economic Development Fee in the amount of Ten Thousand Dollars ($10,000.00) per converted sign face. Such Economic Development Fee shall be due to the City on the first day of the month following the Effective Date.
2.5.4 If the Developer installs antenna or wireless communications equipment for cellular, wi-fi or other communication devices on the Digital Billboard, the Developer shall pay to the City Fifteen Percent (15%) of the revenue received on an annual basis and it shall be the obligation of Developer to present documentation to City verifying the calculations. It shall be in the sole discretion of the Developer whether to decide to install any such equipment on the Digital Billboard. This clause shall not apply to Developer’s installation of any of its own proprietary equipment relating to controlling the posting and maintenance of outdoor advertising on the Digital Billboard.
2.6 Developer shall notify the City in writing when the digital display faces on the New Digital Billboard become Operational for the purpose of determining the Commencement Date, however in no event shall this be later than One Hundred Eighty (180) Days from the Effective Date of this Agreement. Notwithstanding the preceding sentence, in the event that Developer is diligently pursuing all governmental and third party permits and/or approvals in addition to any other third-party work that need be completed in order for the New Digital Billboard to become operational (such as Southern California Edison hookups or upgrades), then the time period set forth in the preceding sentence shall be extended for another One Hundred Eighty (180) Days upon written notice to the City . Developer shall keep the City updated as to its efforts in these regards . The City’s issuance of a building permit shall not be unreasonably withheld, provided the issuance of a building permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable building codes and standards.
2.7 Community Benefits . Developer shall also provide the following community benefits during the entire Term of this Agreement:
2.7.1 City’s Use of Digital Sign . Developer shall also provide, free of charge to City on a space available basis, advertising space on the digital display face on the New Digital Billboard for purposes of posting public service announcements and City -related advertising or announcements (“City Messages”). This time shall be the equivalent of one “spot”
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with the messages between equally spread over a 24-hour day. The City shall submit all proposed copy of City Messages to Developer not less than five (5) business days prior to the date the copy is proposed to be displayed, and, with the exception of Public Service Messages described in Section 2.7.4, the City shall notify Developer in writing not less than twenty (20) days prior to a requested display date. All proposed copy shall be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove copy and remove copy once posted or displayed. Any content provided by City shall be owned and belong exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. It is expressly understood and agreed that, absent approval from Developer, City Messages shall not include any names, logos or marks associated with any third -party non-governmental person or entity, or any products or services associated with any third- party non-governmental person or entity. Developer shall also provide additional advertising space for purposes of posting public service announcements and City -related advertising or announcements (“City Messages”) on other digital display faces in the Los Angeles market owned and operated by the Developer, free of charge to the City on a space available basis.
2.7.2 Mutual Representations and Warranties.
(a) City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement : (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or ref er in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party. (b) Developer represents and warrants that all copy, content and materials displayed by Developer under this Agreement: (i) are owned or duly licensed by Developer and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party.
2.7.3 Indemnification. The Parties mutually agree to indemnify, defend and hold harmless each the other for, from and against, any claims, costs (including, but not limited to, court costs and reasonable attorneys’ fees), losses, actions or liabilities arising from or in connection with any third party allegation that any portion of any City Message or Developer advertising infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party . This indemnity shall not include Developer’s lost profits or consequential damages or any similar right, of any third party.
2.7.4 Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space immediately available on the digital display faces on the New Digital Billboard Faces available to the appropriate agencies for the
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purposes of displaying “Amber Alert” or other similar public service or emergency messages, at no cost, and in accordance with local and regional emergency protocols.
2.8 Prohibited Use. Developer shall not utilize the digital display faces on the New Digital Billboard to advertise tobacco, marijuana or hashish dispensaries, “gentlemen’s clubs,” adult entertainment businesses, “obscene matter,” as that term is defined in California Penal Code section 311, or any matter that is prohibited by any City ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act from the Business and Professions Code. Developer shall immediately remove any prohibited content upon notice from the City. If there is a di spute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved.
3. DEVELOPMENT AND IMPLEMENTATION OF THE PROJECT.
3.1 Vested Right to Develop the Site. Developer shall have the right to develop the Project on the Site in accordance with, and to the extent of, the Development Approvals, the Subsequent Development Approvals, and this Agreement pursuant to the Land Use Regulations provided nothing in this Agreement shall be deemed to modify or amend the Site Lease. In the event of any conflict or inconsistency between (i) the Agreement, any Project conditions of approval, and terms for issuance of a Project -related building permit , and (ii) the Land Use Regulations, this Agreement and any Project conditions of approval, and terms for issuance of a Project-related building permit shall prevail and control, but shall not supersede any Land Use Regulation not specifically applicable to the Site or described in Section 3.4 below..
3.2 Development Approvals. Developer shall, at its own expense and before commencement of demolition, construction or development of any structures or other work of improvement upon the Site, secure or cause to be secured all necessary Development Approvals.
Not by way of limiting the foregoing, in developing and constructing the Project, Developer shall comply with all ( i) applicable development standards in the BMC, ( ii) applicable NPDES requirements pertaining to the Project, ( iii) all applicable building, fire and other uniform codes, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and any fees and charges hereafter imposed by City in connection with the Project which are standard and uniformly-applied to similar projects in the City.
3.3 Changes and Amendments. Developer may determine that changes to the Agreement are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Agreement to effectuate such change(s). The Parties acknowledge that City shall be permitted to use its inherent land use authority in deciding whether to approve or deny any such amendment request; provided, however, that in exercising the foregoing reasonable discretion, the City shall not appl y a standard different than that used in evaluating requests of other developers and under no circumstance shall City be obligated in any manner to approve any amendment to the Agreement. All amendments shall require the approval of the City Council. Nothing herein shall cause Developer to be in default if it upgrades the digital display installed pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided Developer shall secure all applicable ministerial permits to do so and ensure that such upgrade is consistent with the dimensions and standards for the displays, as provided under this Agreement and the Land Use Regulations.
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3.4 Reservation of Authority.
3.4.1 Limitations, Reservations and Exceptions . Notwithstanding any other provision of this Agreement, it is understood that this Agreement pertains only to the construction and operation of a New Digital Billboard on a pad of approximately 12’ x 25’ and should not be construed in any other way to limit the police power of the City or to enact Subsequent Land Use Regulations . Without limiting the generality of the following, permitted Subsequent Land Use Regulations include and are not limited to:
(a) Processing fees and charges of every kind and nature imposed by the City for processing applications for Subsequent Development Approvals to the extent such fees are assessed on a City-wide basis.
(b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearing, reports, recommendations, appeals and any other matter of procedure.
(c) Changes adopted by the International Conference of
Building Officials, or other similar body.
(d) Regulations that are not in conflict with the Development Approvals or this Agreement, and do not interfere with the operation of the New Digital Billboard as permitted under the Land Use Regulations or materially limit the processing or procuring of applications and approvals of Subsequent Development Approvals. (e) Applicable Federal, State, County, and multi -jurisdictional laws and regulations which City is required to enforce as against the Site and that do not have an exception for existing signs or legal nonconforming uses. (f) Any rules, regulations, or laws similar in any manner to any of the foregoing.
(g) Notwithstanding the foregoing, if such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
3.4.2 Future Discretion of City . This Agreement shall not prevent City from denying or conditionally approving any application for a Subsequent Development Approval on the basis of the Land Use Regulations.
3.4.3 Meet and Confer for Impacts by Federal or State Law. In the event that applicable federal or state laws or regulations enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement.
The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement so as to comply with such state or federal law or regulation. This Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce. If such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
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3.5 Regulation by Other Public Agencies . It is acknowledged by the parties that other public agencies not subject to control by City may possess authority to regulate aspects of the development of the Site as contemplated herein, and this Agreement does not limit the authority of such other public agencies . Developer acknowledges and represents that, in addition to the Land Use Regulations, Developer shall, at all times, comply with all applicable federal, State and local laws and regulations applicable to the New Digital Billboard and Site that do not have an exception for a legal nonconforming use. Notwithstanding the foregoing, if such action by another public agency materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
3.6 Public Improvements . Notwithstanding any provision herein to the contrary, the City shall retain the right to condition any Subsequent Development Approvals to require Developer to pay any required development fees, and/or to construct the required public infrastructure (“Exactions”) at such time as City shall determine. It being understood, however, that if there is a material increase in cost to Developer or such action by City otherwise materially impacts Developer’s performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
3.7 Fees, Taxes and Assessments . During the Term of this Agreement, the City shall not, without the prior written consent of Developer, impose any additional fees, taxes or assessments on all or any portion of the Project, except (i) such fees, taxes and assessments as are described in or required by this Agreement and/or the Development Approvals, (ii) fees, taxes or assessments upon the Site only and not the New Digital Billboard or Developer directly , (iii) fees or taxes, and increases thereof, imposed on a City -wide basis such as, but not limited to, business license fees or taxes or utility taxes, (iv) fees applicable to a permit application as charged by City at the time such application is filed by Developer ; (v) fees imposed pursuant to any Uniform Code that existed when the application is filed by the Developer or that exists when the Developer applies for any Subsequent Development Approval; and (vi) any similar fees, taxes or assessments.
4. REMOVAL OF NEW DIGITAL BILLBOARD DIGITAL DISPLAY FACES.
4.1 Removal by Developer . Upon the expiration or termination of this Agreement for any reason including the expiration or termination of the Site Lease (i.e., as described in Section 2.4), above, the Parties may either agree to enter into any Extended Terms and the parties may execute a mutually agreeable amendment to this Agreement or if the parties do not agree to extend this Agreement, then the Developer shall, at its own cost and expense, remove the New Digital Billboard.
4.2 City’s Right to Removal. Provided Developer is not in material breach hereof past any applicable notice and cure period, the City will not have the right to remove , or to demand removal of, the New Digital Billboard digital display faces. Should Developer be in material breach of this Agreement past any applicable notice and cure period or if the Agreement has terminated, the City may require the Developer to remove the New Digital Billboard in its entirety together with all support structures . The City shall only have the right to demand that Developer remove the New Digital Billboard in its entirety if (i) Developer is in material breach of this Agreement past any applicable notice and cure period or (ii) the Agreement or Owner Lease have been terminated or expired. If the City demands that the Developer remove the New Digital Billboard in its entirety pursuant to this Section and the Developer fails to do so within sixty (60) days of receipt of a written removal demand by the City in accordance with the notice obligations
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of this Agreement, then the City may remove, or cause to be removed, the New Digital Billboard at the Developer’s sole cost and expense.
5. REVIEW FOR COMPLIANCE.
5.1 Annual Reviews. Annually, Developer shall demonstrate its good faith compliance with the terms hereof by providing a written report thereon. If the City Manager finds that Developer is not acting in good faith compliance with this Agreement, the City Manager shall schedule a hearing before the Planning Commission. The City shall provide Developer with written notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five days prior to the hearing. The Planning Commission’s determination following such hearing shall be based on substantial evidence, and shall be subject to appeal to the City Council. If the Planning Commission or City Council, as applicable, finds that the Developer is not in compliance with the terms of this Agreement, the provisions of Section 6 shall govern the parties rights.
5.2 Technological Upgrades. It is the intent of City that the New Digital Billboards be kept operational and in first class condition, and competitive with the best available technologies in the industry. This will be a part of the annual compliance review and discussed by the parties when the Developer is considering whether to extend for any Extended Term.
Notwithstanding the foregoing, Developer shall not be required to actually install an upgrade more frequently than once every 10 years and may be required to do so upon term extension in Section 2.4.1.
5.3 City Right of Access . The City, its officers, employees, agents and contractors, shall, in the exercise of the City’s police power, have the right, at their sole risk and expense, to enter the Site consistent with any rights the City has obtained by virtue of a recorded easement or other property interests or, if no such interests exist, upon exercise of its police power . If an emergency repair to a public improvement or public facility on the Site is required Developer acknowledges that the City may exercise its police power to enter the Site and conduct such repair after providing Developer and the Site owner with reasonable advance notice. The City also may access the Site in order to implement any of its lawful police powers to address any nuisance, dangerous condition, or other condition prohibited under the City’s ordinances.
6. DEFAULT AND REMEDIES.
6.1 Termination of Agreement.
6.1.1 Termination of Agreement for Material Default of Developer. City, in its discretion, may terminate this Agreement upon written notice to Developer for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply with the terms of this Agreement (hereinafter referr ed to as “default” or “breach”); provided, however, City may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5. 3. In the event of a termination by City under this Section
6.1.1, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the Processing Fee and the Development Fee paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that City terminates this Agreement under this Section 6.1.1 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of the Processing Fee that the
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City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.
6.1.2 Termination of Agreement for Material Default of City . Developer, in its discretion, may terminate this Agreement upon written notice to City for any material failure of City to perform any material duty or obligation of City hereunder or to comply in with the terms of this Agreement; provided, however, Developer may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5. 3. In addition, Developer may terminate this Agreement upon written notice to City, if despite Developer’s good faith efforts, it is unable to secure the Development Approvals and any other necessary approvals and/or compliance with requirements under laws necessary to effectuate the Project is not feasible. In the event of a termination by Developer under this Section 6.1.2, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the Processing Fee and the Development Fee, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard digital display faces that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that Developer terminates this Agreement under this Section 6.1.2 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of the Processing Fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.
6.1.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to (i) any default in the performance of the provisions of this Agreement which has occurred prior to said termination, (ii) Developer’s obligation to remove the digital display faces on the New Digital billboard pursuant to Section 4.1 or (iii) any continuing obligations to indemnify other parties.
6.2 Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non- defaulting party shall have the right to: (i ) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (ii) bring any action at law or in equity to compensate the non-defaulting party for all the detriment proximately caused by the defaulting party’s default; provided, however, that Developer’s sole and exclusive remedy shall be specific performance and Developer shall not have the right to recover monetary damages (compensatory, consequential, punitive, or other ) against the City other than attorneys’ fees to the extent provided in Section 8.11 below, and the City shall only have the right to recover actual, direct damages (and not consequential or punitive damages) against Developer, as well as attorneys’ fees to the extent provided in Section 8.11 below.
7. INSURANCE, INDEMNIFICATION AND WAIVERS.
7.1 Types of Insurance.
7.1.1 Liability Insurance. Beginning on the Effective Date hereof and until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be kept in force for the mutual benefit of City, as additional insured, and Developer comprehensive broad form general liability insurance covering Developer’s possession and use of the Site and providing protection of at least Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) in the aggregate for any accidents or occurrences, and
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at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to City evidence that any contractors with whom Developer has contracted for the performance of any work for which Developer is responsible maintains the same limits of coverage, as specified above. Developer shall provide to the City annual proof of insurance consistent with terms and conditions of this agreement.
7.1.2 Worker’s Compensation. Developer shall also furnish or cause to be furnished to City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker’s compensation insurance as required by law.
7.2 Insurance Policy Form, Suff iciency, Content, and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies qualified to do business by California with an AM Best Rating of no less than “A”. All such policies shall be non-assignable and shall contain language, to the extent obtainable, to the effect that (i) the policies are primary and noncontributing with any insurance that may be carried by City, but only with respect to the liabilities ass umed by Developer under this Agreement; and (ii) the policies cannot be canceled or materially changed by Developer except after written notice by Developer to City or City’s designated representative and the City’s approval thereof. Developer shall furnish City with certificates of insurance evidencing that Developer has complied with the requirements of this paragraph 7.1.1.
7.3 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits:
7.3.1 For insurance required above, within seven (7) days after the Effective Date or consistent with the requirements of Exhibit “E” (Schedule of Performance), Item No. 8.
7.3.2 The City can request current certificates of all insurance policies as required. The City reserves the right to obtain copies of relevant policy forms and endorsements of the required insurance policies.
Developer’s failure or refusal to procure or maintain insurance as required herein or failure or refusal to furnish City with proof that the required insurance has been procured and is in full force and effect may, after complying with the requirements of Section 5.3, be deemed a default under the terms of this Agreement.
7.4 Indemnification.
7.4.1 General. Developer shall indemnify the City, and its respective officers, employees, an d/or agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein “claims or liabilities”) that may be asserted or claimed by any person(s), firm, or entity arising out of or in connection with this Agreement and/or the work, oper ations, or activities of Developer, its agents, employees, subcontractors, and/or invitees, hereunder, upon the Site. (a) Developer will defend any action or actions filed in connection with any of said claims or liabilities covered by the indemnification provisions herein
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and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith, which attorneys will be the attorneys hired by the insurance company where insurance coverage applies.
(b) Developer will promptly pay any judgment rendered against the City or its respective officers, agents, or employees that falls within the scope of Developer’s indemnity obligations, as defined above in paragraph 7.2.1.
7.4.2 Exceptions. The foregoing indemnity shall not include claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents, or employees or contractors . The foregoing indemnity shall also not include claims or liabilities arising from City’s use of Developer’s advertising space pursuant to paragraph 2.9.1 above.
7.4.3 Additional Coverage. Without limiting the generality of the foregoing, Developer’s indemnity obligation shall include any liability arising by reason of any accident or other occurrence caused by Developer in or on the Site causing injury to any person or property;
7.4.4 Loss and Damage. Except as set forth below, City shall not be liable for any damage to property of Developer or others located on the Site, nor for the loss of or damage to any property of Developer or others by theft or otherwise. Except as set forth below, City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the Site or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical condition of the Site, or by any other cause of whatsoever nature. The provisions of this subparagraph (a) shall not apply (i) to the extent City or its agents, employees, subcontractors, invitees or representatives causes such injury or damage, or (ii) to the extent covered in any permit to enter the Site executed by the City.
7.4.5 Period of Indemnification. The obligations for indemnity under this Section 7.2 shall begin upon the Effective Date and shall survive termination of Development Agreement.
8. MISCELLANEOUS PROVISIONS.
8.1 Recordation of Agreement . This Agreement shall be recorded with the County Recorder by the City Clerk within ten (10) days of execution, as required by Government Code Section 65868.5. Amendments approved by the parties, and any cancellation, shall be similarly recorded.
8.2 Entire Agreement . This Agreement sets forth and contains the entire understanding and agreement of the parties with respect to the subject matter set forth 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. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the ter ms or conditions of this Agreement.
8.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, then that term, provision,
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covenant or condition of this Agreement shall be stricken and the remaining portion of this Agreement shall remain valid and enforceable if that stricken term, provision, covenant or condition is not material to the main purpose of this agreement, which is to allow the Project to be permitted and operated and to provide the Development Fee to the City; otherwise, this Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which agreement shall not be unreasonably withheld.
8.4 Interpretation and Governing Law . This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning, to achieve the objectives and purposes of the parties hereto. The rule of construction, to the effect that ambiguities are to be resolved against the drafting party or in favor of the non-drafting party, shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and hereof.
8.5 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.
8.6 Waiver. Failure of a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.
8.7 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the parties and their owner, successors, and assigns. No other person shall have any right of action based upon any provision of this Agreement.
8.8 Force Majeure. Notwithstanding the contrary herein, neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, rains, winds, wars, pandemics, epidemics, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control (including the party’s employment force), government actions and regulations (other than those of the City), court actions (such as restraining orders or injunctions), or other causes beyond the party’s reasonable control . The party claiming a force majeure must give written notice within ten (10) days of the commencement of the claimed delay.
8.9 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.
8.10 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same affected as if all of the parties had executed the same instrument.
8.11 Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county . Service of process on City shall be made in accordance with California law . Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. In the event of any a ction between City and
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Developer seeking enforcement or interpretation of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys’ fees.
8.12 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the Development of the Project is a private Development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement . No partnership, joint venture or other association of any kind is formed by this Agreement. City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private Development into a “public work” project, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer’s private project into a public work project, it being understood that this Agreement is entered into by City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement which are incorporated into this Agreement and made a part hereof, and that City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement.
8.13 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement.
8.14 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain or Developer’s right to seek and collect just compensation or any other remedy available to it.
8.15 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements . The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters . Minor, non-material modifications may be approved by the City Manager upon approval by the City Attorney.
8.16 Notices. All notices under this Agreement shall be effective when delivered by United States Postal Service mail, registered or certified, postage prepaid return receipt requested; and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing by providing notice to the other party:
To City: City of Bell
6330 Pine Ave.
Bell, California 90201
Attn: City Manager
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To Developer: Clear Channel Outdoor, LLC
19320 Harborgate Way
Torrance, CA 90501
Attn: Vice President, Real Estate & Public Affairs
With Copy To: Clear Channel Outdoor, LLC
2325 E. Camelback Road, Suite 250
Phoenix, AZ 85016
Attn: Operations Counsel
8.17 Nonliability of City Officials. No officer, official, member, employee, agent, and/or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, and/or representative.
8.18 No Brokers. City and Developer represent and warrant to the other that neither has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorneys’ fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder’s fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder’s fee.
8.19 No Amendment of Lease. Nothing contained in this Agreement shall be deemed to amend or modify any of the terms or provisions of the Lease. Nothing contained in this Agreement shall constitute or be deemed to constitute a limit on any of Developer’s obligations under the Lease, or any of Owner’s rights or remedies against Developer under the Lease.
8.20 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this A greement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound.
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.
City: CITY OF BELL
By:
Mayor
01135.0001/938204.2 18
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Developer:
CLEAR CHANNEL OUTDOOR, LLC,
a Delaware limited liability company
Bryan Parker, Executive Vice President
[end of signatures]
01135.0001/938204.2 19
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 Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, 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 laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
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 Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, 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 laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
01135.0001/938204.2 A-1
EXHIBIT “A”
LEGAL DESCRIPTION OF SITE AND SITE PLAN
The provisions of this agreement shall only apply to the “Site” as shown here. The Site is a portion of Owner Property described as:
Gage NS 75' E/O Walker panel # 4442
APN: 6315- 025- 032
PA R C E L 1:
LOT 105 OF BELLFLOWER ACRES, IN THE CITY OF BELLFLOWER, COUNTY OF LOS ANGELES, STATE Of CALIFORNIA, AS PER MAP RECORDED IN BOOK 16, PAGE 126 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY.
EXCEPT THE NORTH 155 FEET THEROF
PARCEL
LOT 2380. OF TRACT NO. 5668, IN THE CITY OF BELL, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 61. PAGE 62 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDS OF SAID COUNTY.
PA R C E L 3:
LOT 2381 OF TRACT NO. 5088, IN THE CITY OF BELL, IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 61. PAGE 82 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDS OF SAID COUNTY.
APN: 7161-001-028, 0315-026-052 AND 6315-025-002
01135.0001/938204.2 A-2
5143 East Gage Avenue Bell, CA 90201
APN 6315-025-032
01135.0001/926610.2 B-1
EXHIBIT “B”
Description of New Digital Billboard
CCO will replace the existing printed display face in place as a single-faced 12’ x 25’ outdoor advertising sign with a digital display face at 5143 East Gage Avenue. #4442 Facing West
01135.0001/926610.2 C-1
EXHIBIT “C”
Removed Sign
CCO will remove the existing printed single-faced 12’ x 25’ outdoor advertising sign at 4676 East Gage Avenue.
#4440 Facing East
01135.0001/938204.2 D-1
EXHIBIT “D”
SCOPE OF DEVELOPMENT INCLUDING SIGN PLANS
Developer and City agree that the Development shall be undertaken in accordance with the terms of the Agreement, which include the following:
1. Project. Developer shall relocate in place the existing printed sign face and shall convert it to the New Digital Billboard with a digital display face in accordance with the terms of this Agreement. The existing structure will have one new digital display face measuring approximately 12’ x 25’ within the Site.
2. Building Fees. Developer shall pay all applicable City planning and building fees, as described in this Agreement, at the time the time the Project is submitted to the appropriate City Department.
3. Maintenance and Access . Developer, for itself and its successors and assigns, hereby covenants, and agrees to be responsible for the following:
(a) The existing sign structure shall be painted black prior to the Effective Date.
In addition, any existing ladders or other ancillary structures which are not required for a digital sign shall be removed prior to the Effective Date. On-going maintenance and repair of the New Digital Billboard and Site (where authorized pursuant to the Site Lease) including but not limited to, the displays installed thereon, and all related on- Site improvements, easements, rights -of-way at its sole cost and expense . Developer’s maintenance and repair obligation shall include, without limitation, maintaining any poles, lighting, signs and walls in good repair and free of graffiti, rubbish, debris and other hazards to persons using the same. Developer shall maintain and repair the New Digital Billboard digital display faces in accordance with all applicable laws, rules, ordinances and regulations of all federal, State, and local bodies and agencies having jurisdiction over the Site [unless those federal, State, and local bodies have an exception for a legal nonconforming use]. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Project; (ii) replacement of any fixtures, equipment or property damaged by the Project to the extent required by this Agreement or applicable law; (iii) the ongoing maintenance by the Developer of any access points to the New Digital Billboard to minimize dust caused by the Project; and (iv) the repair, replacement and repainting of the New Digital Billboard structure and display faces as necessary to maintain such billboard in good condition and repair. (b) Maintenance of the Site (where authorized pursuant to the Site Lease) in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance of the New Digital Billboard digital display faces or structure such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within three hundred (300) feet of Site.
4. Other Rights of City. In the event of any violation or threatened violation of any of the provisions of this Exhibit “D,” then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of this Agreement, the City shall have the right, after complying with Section 5.3 of this Agreement, (i) to enforce the provisions hereof by undertaking
01135.0001/938204.2 D-2
any maintenance or repairs required by Developer under Paragraph 3 above (subject to the execution of a permit to enter in form reasonably acceptable to Owner) and charging Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or revoke in the manner proscribed by law, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the New Digital Billboard digital display faces.
5. No City Liability. The granting of a right of enforcement to the City does not create a mandatory duty on the part of the City to enforce any provision of this Agreement. The failure of the City to enforce this Agreement shall not give rise to a cause of action on the part of any person. No officer or employee of the City shall be personally liable to the Developer, its successors, transferees, or assigns, for any default or breach by the City under this Agreement.
6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Digital Billboard digital display faces and, where stated, on the Site, shall conform to all applicable provisions of the Code and the following conditions, in a manner subject to the approval of the Planning Manager or designee:
(a) A building permit will be required and structural calculations shall be prepared by a licensed civil engineer and approved by the City Building Official. (b) The New Digital Billboard shall remain located on the Site as described in attached Exhibit A and as set forth herein and based on dimensions described in Section 1, above.
(c) The size of each digital display face of the New Digital Billboard shall not exceed a maximum area of 300 square feet with no extensions or borders. (d) Plans and specifications for the proposed installation of the New Digital Billboard digital display faces, including all utility plans, shall be submitted to the City Planning and Building Departments for plan check and approval prior to the issuance of building permits.
(e) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City.
(f) Developer shall maintain the Site and use thereof in full compliance with all applicable codes, standards, policies and regulations imposed by the City, County, State or federal agencies by any duly and valid city, county or state ordinance with jurisdic tion over the facilities, unless the Project is exempted as a legal nonconforming use. (g) The Developer shall pay any and all applicable fees due to any public agency pertaining to the New Digital Billboard digital display f aces prior to the final issuance of the building permits.
(h) The activities proposed in this Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way.
01135.0001/938204.2 D-3
(i) All graffiti shall be adequately and completely removed or painted over within 48 hours of notice to Developer of such graffiti being affixed on the New Digital Billboard.
(j) Dev
eloper shall comply with the standards as adopted by the Outdoor Advertising Association of America, Inc. (OAAA), including but not limited to, the 0.3 foot- candl
es limitation over ambient light levels at 1 50 feet, and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic diming capabilities, as well as providing the City’s Planning Manager or designee with a designated Developer employee’s phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City’s Planning Manager or designee, Developer shall perform a brightness measurement of the display using OAAA standards and provide City with the results of same within 15 days of the City’s complaint. The City may also request a brightness measurement as a part of the review under Section 5.1.
Developer shall dim the display to the appropriate setting immediately upon the conclusion of any such measurement concluding that the light standards were exceeded. (k)
In the event ten percent (10%) or more of the digital sign face is not operating correctly or in the event of a malfunction, Developer shall immediately turn the entire display off, or show a one hundred percent (100%) black image on the display until corrected.
(l) The interval between the change in digital content shall be a minimum of eight (8) seconds and the images shall change instantaneously, without special transitional effects.
(m) For each sign removal, when all existing static panels are removed as part of the required take-down, Developer shall also remove all structural elements of the sign to existing grade, including the removal and “safe-off” of the existing electrical panel.
01135.0001/938204.2 E-1
EXHIBIT “E”
Schedule of Performance
ITEM OF PERFORMANCE TIME FOR PERFORMANCE REFERENCE
City Council Hearings to Approve
this Agreement
December 6, 2023 (First Reading)
December 13, 2023 (Second Reading)
G & I
Effective Date of this Agreement 30 days following City Council’s Second Reading - January 12, 2024
N/A
Developer pays One-time
Processing Fee.
Upon Planning Application Submittal 2.5.2
Developer prepares and submits to
City working drawings,
specifications, and engineering for
plan check.
No later than fifteen (15) days from the
Effective Date
N/A
City to approve all construction and
engineering drawings and
specifications with plan check
approval and issues a building
permit and electrical permit.
Within 30 days of City’s receipt of
submittals.
N/A
City to approve demolition permit
to remove existing billboard signs,
structures, and equipment.
Within 30 days of City receipt of
submittals.
N/A
Developer submits proof of
insurance.
Within seven (7) calendar days of
Effective Date of Agreement
7.3.1 Developer constructs billboard sign
conversions and removes existing
billboard signs, structures, and
equipment.
No later than sixty (60) days from the
receipt of building permits
N/A
Developer pays City One-Time
Economic Fee.
1st day of the month following Effective
Date of Agreement
2.5.3 Developer pays City Annual
Installments per Developer Fee
Schedule.
1st installment due on the 1st day of the
month following Effective Date of
Agreement. Monthly installments shall
continue on the first day of each
subsequent month of the term of this
Agreement.
2.5.1
01135.0001/938204.2
RECORDING REQUESTED BY AND
AFTER RECORDING MAIL TO:
CITY OF BELL
6330 Pine Avenue
Bell, California 90201
Space above this line reserved for recorder’s use
[Exempt From Recording Fee Per Gov. Code §6103]
DEVELOPMENT AGREEMENT NO. 2023-03
This Development Agreement (hereinafter “Agreement”) is entered into by and between THE CITY OF BELL, a California charter city incorporated under the laws of the State of California (hereinafter “City”) and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (hereinafter “Developer”).
RECITALS
A. California Government Code Sections 65864, et seq., (“Development Agreement Law”) authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purposes of strengthening the public planning process, encouraging private participation and comprehensive planning, and identifying the economic costs of such development.
B. Developer has a leasehold interest in that certain portion of real property located at 4825 East Florence Avenue in the City, Assessor Parcel Number 6326-019-020 as more specifically described in Exhibit “A” (the “Site”) upon which Developer currently owns and operates an existing lawfully permitted double-faced 12’ x 25’ outdoor advertising sign with printed display faces and seeks to relocate such sign in place as a double-faced 12’ x 25’ outdoor advertising sign with digital display faces , as more fu lly described in Exhibit “B” hereto (“New Digital Billboard”), in consideration for the addi tional removal of the double- faced 12’ x 25’ outdoor advertising sign located on the real property described on Exhibit “C” hereto (the “Removed Sign” and together with the New Digital Billboard, the “Project”).
C. The City has determined that the Project contemplated herein complies with the Bell Zoning Ordinance found in Chapter 17.84 of the Bell Municipal Code (“BMC”) and will provide public benefits, including, among other things, a net reduction in outdoor advertising signage in the City.
D. City and Developer agree and acknowledge that the outdoor advertising sign relocation contemplated herein complies with, and serves the purposes enumerated in, California Business & Professions Code Sections 5200 et seq . (the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412 and 5443.5 and incorporated by reference in Section
17.84.064c of the BMC.
01135.0001/938204.2 2
E. In exchange for the approvals sought to convert the existing double-faced billboard with printed display faces to the New Digital Billboard, as described above, Developer has offered to:
1. Pay to the City an annual Development Fee, as defined, and provided in Section 2.5 below, for the cost to the City to ameliorate the impact of the installation of the digital sign panels on the New Digital Billboard; and
2. Pay to the City a one -time Processing Fee, as defined, and provided in Section 2.5.2 below, for the cost to the City to provide additional economic development funds to ameliorate the impact of the installation of the New Digital Billboard for each structure; and
3. Provide advertising space free of charge to City on a space available basis as further described below.
4. Reimburse City costs of making this Agreement.
F. Developer and City agree that a development agreement should be approved and adopted to memorialize the expectations of City and Developer as more particularly described herein.
G. On _________, 2023, the City Council of the City, pursuant to Government Code sections 65867 and 65867. 5 and Code Sections 18.58.018 and 18.58.055, as well as other applicable law, held a duly noticed public hearing to consider the approval of this Agreement and, after hearing public testimony thereon, considered the proposal and introduced Ordinance No. _____.
H. The City Council has found that: this Agreement is in the best public interest of the City and its residents; adopting this Agreement constitutes a present exercise of the City’s police power; the terms of the Agreement will not be detrimental to the public’s health, safety, or general welfare; and this Agreement is consistent with the City’s General Plan and Code. This Agreement and the proposed Project (as hereinafter defined) will achieve a number of City objectives including the reduction of visual clutter, elimination of non-conforming signage, and facilitation of the orderly development, relocation and distribution of existing displays to more appropriate locations within the City, while allowing for the incorporation of modern technology into relocated displays and an overall reduction in the number of outdoor advertising signs in the City as part of the City’s planned development.
I. On _____ 2023 , the City Council held the second reading of Ordinance No.__, thereby approving this Agreement.
J. City finds and determines that all actions required of City precedent to approval of this Agreement by Ordinance No. ______ of the City Council have been duly and regularly taken.
K. In exchange for the benefits to the City described in the Agreement, together with other public benefits that will result from the development of the Project (as defined below), Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with Land Use Regulations (as defined below), and therefore desires to enter into this Agreement.
01135.0001/938204.2 3
COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS AND EXHIBITS.
1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized when used in the Agreement. In addition to the terms defined in the Recitals above and elsewhere in this Agreement, the defined terms include the following:
1.1.1 “Site Lease” means the lease agreement by and between Developer and B&B Legacy Holdings LLC, (“Owner”), the owner of the Site.
1.1.2 “Agreement” means this Development Agreement and all attachments and Exhibits hereto.
1.1.3 “City” means the City of Bell, a California charter city.
1.1.4 “City Council” means the City Council of the City.
1.1.5 “Developer” means Clear Channel Outdoor, LLC, a Delaware limited liability company and its successors and assigns, duly existing and operating, and doing business at 19320 Harborgate Way, Torrance, CA 90501.
1.1.6 “Development Approvals” means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act (“CEQA”) and from the California Department of Transportation (“Caltrans”), if any.
1.1.7 “Effective Date” is when all the following have occurred : (i) the Agreement is signed by both the Developer and City, (ii) the Agreement is approved by Ordinance No. ____ and effective, and not subject to referendum, (iii) all conditions precedent to its effectiveness have been satisfied, and (iv) after expiration of all applicable appeal periods.
1.1.8 “Land Use Regulations” means the Zoning Ordinance and rules, regulations and official policies of City which govern development and use of the Site, including construction standards and specifications applicable to the development of the Site which are in full force and effect as of the Effective Date of this Agreement.
1.1.9 “New Digital Billboard” means the new digital sign(s), as described in Exhibit “B” hereto located on the Site, and a relocation in place of the existing lawfully permitted outdoor advertising structure 12’ x 25’ foot printed display face(s) on the Site.
1.1.10 “Operational” means the New Digital Billboard is capable, legally, and functionally, of displaying advertising on the digital displays with a permanent source of power.
01135.0001/938204.2 4
1.1.11 “Project” means the complete removal of the existing printed display face(s) and the installation of new digital display faces on the existing structure.
1.1.12 “Scope of Development” means the Scope of Development attached hereto as Exhibit “D” and incorporated herein.
1.1.13 “Site” means the real property described in Recital B and more specifically described in Exhibit “A” attached hereto and incorporated herein.
1.1.14 “Subsequent Land Use Regulations” means any Land Use Regulations effective after the Effective Date of this Agreement which governs development and use of the Project and/or the Site.
1.1.15 “Subsequent Development Approvals” means any and all permits and approvals which may be required by City for repair, maintenance, operation, or other work to be performed by Developer that occurs after the Project has been constructed and become operational. Consistent with the Outdoor Advertising Act (Bus. & Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals, but enhancement modification or other change requires approval.
1.1.16 “Term” shall have the meaning provided in Section 2.4, unless earlier terminated as provided in this Agreement.
1.1.17 “Anniversary Date” shall mean the date that is twelve (12) months following the Effective Date, and every twelve (12) months thereafter.
1.1.18 “Owner Property” is the property owned by Owner as legally described and shows in Exhibit A. The Site is a portion of Power Property as shown in Exhibit A.
1.2 Exhibits. The following documents are attached to, and by this reference made a part of this Agreement: Exhibit “A” (Legal Description of Site), Exhibit “B” (Description of New Digital Billboard), Exhibit “C” (Removed Sign), Exhibit “D” (Scope of Development), and Exhibit “E” (Schedule of Performance).
2. GENERAL PROVISIONS.
2.1 Binding Effect of Agreement . From and following the Effective Date, actions by the City and Developer with respect to the Site, the Project, or the New Digital Billboard, including actions by the City on applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement ; provided, however, that nothing in this Agreement shall be deemed or construed (i) to modify or amend the Site Lease, or any of Developer’s obligations thereunder; or (ii) to impose any obligation whatsoever on the Owner of the Site, including without limitation any obligation with respect to the Project, except as expressly set forth in this Agreement.
2.2 Interest in the Site . City and Developer acknowledge and agree that Developer has a leasehold interest in the Site [and thus is qualified to enter into and be a party to this Agreement under California Government Code 65864 et. seq]. If Developer’s leasehold interest is prematurely terminated by the owner of the Site, then this Agreement shall be terminated and Developer shall have no further obligations under this Agreement, except (i) as provided under Section 4.1 with respect to Developer’s responsibility to remove the digital display
01135.0001/938204.2 5
faces on the New Digital Billboard as provided therein, (ii) to make all payments up until the date of actual termination, and (iii) to honor all indemnity obligations herein.
2.3 Transfer. Except as set forth herein, neither P arty may sublet, assign or otherwise transfer this Agreement, or any interest herein, either voluntarily or by operation of law, without the other party’s prior written consent, which the other party shall not unreasonably withhold, condition, or delay . Notwithstanding the above, the consent of City shall not be required: (i) for Developer to assign its rights and duties under this Agreement to any type of legal entity, including but not limited to a limited liability company, corporation, or limited partnership, controlling, controlled by or under common control with Developer or to any entity that acquires a majority of Developer’s assets in the Southern California market; or ( ii) in the event any such entity to which this Agreement has been so assigned thereafter merges with another company, reorganizes its stock, or undergoes a similar corporate restructuring, changes ownership or sells any of its assets or stock . Any security posted by Developer may be substituted by the assignee or transferee. After a transfer or 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.
2.4 Term of Agreement . Unless earlier terminated as provided in this Agreement, this Agreement shall continue in full force and effect until the earlier of : (i) twenty (20) years after the date the digital display faces on the New Digital Billboard become Operational [plus one ten (10) year option which Developer may exercise by providing written notice to City at least 180 days prior to expiration subject to (i) the extension of Owner lease term for the Extended Term or (ii) the earlier termination of this Agreement and Site Lease and the permanent removal of the digital display faces on the New Digital Billboard constructed pursuant to the terms hereof. Notwithstanding the above, if Developer is: (i) unable to maintain for reasons beyond Developer’s control any necessary permit for the erection, use, and/or maintenance of the digital face(s), (ii) the use of the digital face(s) is prevented or restricted by law, or (iii) if, by some cause beyond Developer’s control, the operation of the Digital Billboard becomes impossible, then Developer shall have the right to terminate the Agreement and remove the Digital Billboard at Developer’s sole expense. Within thirty (30) days after the expiration or termination of this Agreement, the parties shall execute a written cancellation of this Agreement which shall be recorded with the County Recorder pursuant to Section 9.1 below . The term of this Agreement supersedes any amortization period that may apply under the BMC as to any non-conformity as applied to the Site.
2.4.1 Precondition to Lease. The current Owner lease term is for less than 20 years and is not co-extensive with the term of this Agreement. This Agreement shall not extend beyond the term of the Owner Lease and shall terminate upon the expiration of termination of the Owner Lease which is a precondition to this Agreement if the Agreement terminates for this cause Developer shall wholly remove the New Digital Billboard structure per Section 4.
2.5 Development Fee. The potential impacts of the Project on the City and surrounding community are difficult to identify and calculate. Developer and City agree that an annual development fee paid by Developer to City would adequately ameliorate all such potential impacts. The parties therefore agree that Developer shall pay an annual development fee in the amount of Ten Thousand Dollars ($10,000.00) per digital display face to the City (“Development Fee”), payable in twelve (12) monthly installments, with the first installment due on the first day of the month following the Effective Date. Monthly installment payments shall continue on the first day of each subsequent month in the term of this Agreement.
01135.0001/938204.2 6
2.5.1 Development Fee Schedule. The annual Development Fee to be paid to the City shall be as follows:
(a) Years 1-10: Ten Thousand Dollars ($10,000.00) per digital display face on the New Digital Billboard
(b) Years 11-20: Twelve Thousand Five Hundred Dollars ($12,500.00) per digital display face on the New Digital Billboard
(c) Years 21-30, if option is exercised by Developer : City will receive Fifteen Thousand Dollars ($15,000.00) per digital display face on the New Digital Billboard.
2.5.2 One Time Processing Fee: Developer shall pay a one-time Processing Fee in the amount of Ten Thousand Dollars ($10,000.00).
2.5.3 One-Time Economic Development Fee: Developer shall pay a one- time Economic Development Fee in the amount of Ten Thousand Dollars ($10,000.00) per converted sign face. Such Economic Development Fee shall be due to the City on the first day of the month following the Effective Date.
2.5.4 If the Developer installs antenna or wireless communications equipment for cellular, wi-fi or other communication devices on the Digital Billboard, the Developer shall pay to the City Fifteen Percent (15%) of the revenue received on an annual basis and it shall be the obligation of Developer to present documentation to City verifying the calculations. It shall be in the sole discretion of the Developer whether to decide to install any such equipment on the Digital Billboard. This clause shall not apply to Developer’s installation of any of its own proprietary equipment relating to controlling the posting and maintenance of outdoor advertising on the Digital Billboard.
2.6 Developer shall notify the City in writing when the digital display faces on the New Digital Billboard become Operational for the purpose of determining the Commencement Date, however in no event shall this be later than One Hundred Eighty (180) Days from the Effective Date of this Agreement. Notwithstanding the preceding sentence, in the event that Developer is diligently pursuing all governmental and third party permits and/or approvals in addition to any other third-party work that need be completed in order for the New Digital Billboard to become operational (such as Southern California Edison hookups or upgrades), then the time period set forth in the preceding sentence shall be extended for another One Hundred Eighty (180) Days upon written notice to the City . Developer shall keep the City updated as to its efforts in these regards . The City’s issuance of a building permit shall not be unreasonably withheld, provided the issuance of a building permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable building codes and standards.
2.7 Community Benefits . Developer shall also provide the following community benefits during the entire Term of this Agreement:
2.7.1 City’s Use of Digital Sign . Developer shall also provide, free of charge to City on a space available basis, advertising space on the digital display faces on the New Digital Billboard for purposes of posting public service announcements and City -related advertising or announcements (“City Messages”). This time shall be the equivalent of one “spot”
01135.0001/938204.2 7
with the messages between equally spread over a 24-hour day. The City shall submit all proposed copy of City Messages to Developer not less than five (5) business days prior to the date the copy is proposed to be displayed, and, with the exception of Public Service Messages described in Section 2.7.4, the City shall notify Developer in writing not less than twenty (20) days prior to a requested display date. All proposed copy shall be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove copy and remove copy once posted or displayed. Any content provided by City shall be owned and belong exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. It is expressly understood and agreed that, absent approval from Developer, City Messages shall not include any names, logos or marks associated with any third -party non-governmental person or entity, or any products or services associated with any third- party non-governmental person or entity. Developer shall also provide additional advertising space for purposes of posting public service announcements and City -related advertising or announcements (“City Messages”) on other digital display faces in the Los Angeles market owned and operated by the Developer, free of charge to the City on a space available basis.
2.7.2 Mutual Representations and Warranties.
(a) City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement : (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or ref er in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party. (b) Developer represents and warrants that all copy, content and materials displayed by Developer under this Agreement: (i) are owned or duly licensed by Developer and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party.
2.7.3 Indemnification. The Parties mutually agree to indemnify, defend and hold harmless each the other for, from and against, any claims, costs (including, but not limited to, court costs and reasonable attorneys’ fees), losses, actions or liabilities arising from or in connection with any third party allegation that any portion of any City Message or Developer advertising infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party . This indemnity shall not include Developer’s lost profits or consequential damages or any similar right, of any third party.
2.7.4 Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space immediately available on New Digital Billboard Face to the appropriate agencies for the purposes of displaying “Amber Alert” or other
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similar public service or emergency messages, at no cost, and in accordance with local and regional emergency protocols.
2.8 Prohibited Use. Developer shall not utilize the digital display faces on the New Digital Billboard to advertise tobacco, marijuana or hashish dispensaries, “gentlemen’s clubs,” adult entertainment businesses, “obscene matter,” as that term is defined in California Penal Code section 311, or any matter that is prohibited by any City ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act from the Business and Professions Code. Developer shall immediately remove any prohibited content upon notice from the City. If there is a di spute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved.
3. DEVELOPMENT AND IMPLEMENTATION OF THE PROJECT.
3.1 Vested Right to Develop the Site. Developer shall have the right to develop the Project on the Site in accordance with, and to the extent of, the Development Approvals, the Subsequent Development Approvals, and this Agreement pursuant to the Land Use Regulations provided nothing in this Agreement shall be deemed to modify or amend the Site Lease. In the event of any conflict or inconsistency between (i) the Agreement, any Project conditions of approval, and terms for issuance of a Project -related building permit , and (ii) the Land Use Regulations, this Agreement and any Project conditions of approval, and terms for issuance of a Project-related building permit shall prevail and control, but shall not supersede any Land Use Regulation not specifically applicable to the Site or described in Section 3.4 below..
3.2 Development Approvals. Developer shall, at its own expense and before commencement of demolition, construction or development of any structures or other work of improvement upon the Site, secure or cause to be secured all necessary Development Approvals.
Not by way of limiting the foregoing, in developing and constructing the Project, Developer shall comply with all ( i) applicable development standards in the BMC, ( ii) applicable NPDES requirements pertaining to the Project, ( iii) all applicable building, fire and other uniform codes, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and any fees and charges hereafter imposed by City in connection with the Project which are standard and uniformly-applied to similar projects in the City.
3.3 Changes and Amendments. Developer may determine that changes to the Agreement are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Agreement to effectuate such change(s). The Parties acknowledge that City shall be permitted to use its inherent land use authority in deciding whether to approve or deny any such amendment request; provided, however, that in exercising the foregoing reasonable discretion, the City shall not appl y a standard different than that used in evaluating requests of other developers and under no circumstance shall City be obligated in any manner to approve any amendment to the Agreement. All amendments shall require the approval of the City Council. Nothing herein shall cause Developer to be in default if it upgrades the digital display installed pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided Developer shall secure all applicable ministerial permits to do so and ensure that such upgrade is consistent with the dimensions and standards for the displays, as provided under this Agreement and the Land Use Regulations.
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3.4 Reservation of Authority.
3.4.1 Limitations, Reservations and Exceptions . Notwithstanding any other provision of this Agreement, it is understood that this Agreement pertains only to the construction and operation of a New Digital Billboard on a pad of approximately 12’ x 25’, and should not be construed in any other way to limit the police power of the City or to enact Subsequent Land Use Regulations . Without limiting the generality of the following, permitted Subsequent Land Use Regulations include and are not limited to:
(a) Processing fees and charges of every kind and nature imposed by the City for processing applications for Subsequent Development Approvals to the extent such fees are assessed on a City-wide basis.
(b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearing, reports, recommendations, appeals and any other matter of procedure.
(c) Changes adopted by the International Conference of
Building Officials, or other similar body.
(d) Regulations that are not in conflict with the Development Approvals or this Agreement, and do not interfere with the operation of the New Digital Billboard as permitted under the Land Use Regulations or materially limit the processing or procuring of applications and approvals of Subsequent Development Approvals. (e) Applicable Federal, State, County, and multi -jurisdictional laws and regulations which City is required to enforce as against the Site and that do not have an exception for existing signs or legal nonconforming uses. (f) Any rules, regulations, or laws similar in any manner to any of the foregoing.
(g) Notwithstanding the foregoing, if such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
3.4.2 Future Discretion of City . This Agreement shall not prevent City from denying or conditionally approving any application for a Subsequent Development Approval on the basis of the Land Use Regulations.
3.4.3 Meet and Confer for Impacts by Federal or State Law. In the event that applicable federal or state laws or regulations enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement.
The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement so as to comply with such state or federal law or regulation. This Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce. If such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
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3.5 Regulation by Other Public Agencies . It is acknowledged by the parties that other public agencies not subject to control by City may possess authority to regulate aspects of the development of the Site as contemplated herein, and this Agreement does not limit the authority of such other public agencies . Developer acknowledges and represents that, in addition to the Land Use Regulations, Developer shall, at all times, comply with all applicable federal, State and local laws and regulations applicable to the New Digital Billboard and Site that do not have an exception for a legal nonconforming use. Notwithstanding the foregoing, if such action by another public agency materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
3.6 Public Improvements . Notwithstanding any provision herein to the contrary, the City shall retain the right to condition any Subsequent Development Approvals to require Developer to pay any required development fees, and/or to construct the required public infrastructure (“Exactions”) at such time as City shall determine. It being understood, however, that if there is a material increase in cost to Developer or such action by City otherwise materially impacts Developer’s performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
3.7 Fees, Taxes and Assessments . During the Term of this Agreement, the City shall not, without the prior written consent of Developer, impose any additional fees, taxes or assessments on all or any portion of the Project, except (i) such fees, taxes and assessments as are described in or required by this Agreement and/or the Development Approvals, (ii) fees, taxes or assessments upon the Site only and not the New Digital Billboard or Developer directly , (iii) fees or taxes, and increases thereof, imposed on a City -wide basis such as, but not limited to, business license fees or taxes or utility taxes, (iv) fees applicable to a permit application as charged by City at the time such application is filed by Developer ; (v) fees imposed pursuant to any Uniform Code that existed when the application is filed by the Developer or that exists when the Developer applies for any Subsequent Development Approval; and (vi) any similar fees, taxes or assessments.
4. REMOVAL OF NEW DIGITAL BILLBOARD DIGITAL DISPLAY FACES.
4.1 Removal by Developer . Upon the expiration or termination of this Agreement for any reason including the expiration or termination of the Site Lease (i.e., as described in Section 2.4), above, the Parties may either agree to enter into any Extended Terms and the parties may execute a mutually agreeable amendment to this Agreement or if the parties do not agree to extend this Agreement, then the Developer shall, at its own cost and expense, remove the New Digital Billboard.
4.2 City’s Right to Removal. Provided Developer is not in material breach hereof past any applicable notice and cure period, the City will not have the right to remove , or to demand removal of, the New Digital Billboard digital display faces. Should Developer be in material breach of this Agreement past any applicable notice and cure period or if the Agreement has terminated, the City may require the Developer to remove the New Digital Billboard in its entirety together with all support structures . The City shall only have the right to demand that Developer remove the New Digital Billboard in its entirety if (i) Developer is in material breach of this Agreement past any applicable notice and cure period or (ii) the Agreement or Owner Lease have been terminated or expired. If the City demands that the Developer remove the New Digital Billboard in its entirety pursuant to this Section and the Developer fails to do so within sixty (60) days of receipt of a written removal demand by the City in accordance with the notice obligations
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of this Agreement, then the City may remove, or cause to be removed, the New Digital Billboard at the Developer’s sole cost and expense.
5. REVIEW FOR COMPLIANCE.
5.1 Annual Reviews. Annually, Developer shall demonstrate its good faith compliance with the terms hereof by providing a written report thereon. If the City Manager finds that Developer is not acting in good faith compliance with this Agreement, the City Manager shall schedule a hearing before the Planning Commission. The City shall provide Developer with written notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five days prior to the hearing. The Planning Commission’s determination following such hearing shall be based on substantial evidence, and shall be subject to appeal to the City Council. If the Planning Commission or City Council, as applicable, finds that the Developer is not in compliance with the terms of this Agreement, the provisions of Section 6 shall govern the parties rights.
5.2 Technological Upgrades. It is the intent of City that the New Digital Billboards be kept operational and in first class condition, and competitive with the best available technologies in the industry. This will be a part of the annual compliance review and discussed by the parties when the Developer is considering whether to extend for any Extended Term.
Notwithstanding the foregoing, Developer shall not be required to actually install an upgrade more frequently than once every 10 years and may be required to do so upon term extension in Section 2.4.1.
5.3 City Right of Access . The City, its officers, employees, agents and contractors, shall, in the exercise of the City’s police power, have the right, at their sole risk and expense, to enter the Site consistent with any rights the City has obtained by virtue of a recorded easement or other property interests or, if no such interests exist, upon exercise of its police power . If an emergency repair to a public improvement or public facility on the Site is required Developer acknowledges that the City may exercise its police power to enter the Site and conduct such repair after providing Developer and the Site owner with reasonable advance notice. The City also may access the Site in order to implement any of its lawful police powers to address any nuisance, dangerous condition, or other condition prohibited under the City’s ordinances.
6. DEFAULT AND REMEDIES.
6.1 Termination of Agreement.
6.1.1 Termination of Agreement for Material Default of Developer. City, in its discretion, may terminate this Agreement upon written notice to Developer for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply with the terms of this Agreement (hereinafter referr ed to as “default” or “breach”); provided, however, City may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5. 3. In the event of a termination by City under this Section
6.1.1, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the Processing Fee and the Development Fee paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that City terminates this Agreement under this Section 6.1.1 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of the Processing Fee that the
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City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.
6.1.2 Termination of Agreement for Material Default of City . Developer, in its discretion, may terminate this Agreement upon written notice to City for any material failure of City to perform any material duty or obligation of City hereunder or to comply in with the terms of this Agreement; provided, however, Developer may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5. 3. In addition, Developer may terminate this Agreement upon written notice to City, if despite Developer’s good faith efforts, it is unable to secure the Development Approvals and any other necessary approvals and/or compliance with requirements under laws necessary to effectuate the Project is not feasible. In the event of a termination by Developer under this Section 6.1.2, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the Processing Fee and the Development Fee, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard digital display faces that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that Developer terminates this Agreement under this Section 6.1.2 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of the Processing Fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.
6.1.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to (i) any default in the performance of the provisions of this Agreement which has occurred prior to said termination, (ii) Developer’s obligation to remove the digital display faces on the New Digital billboard pursuant to Section 4.1 or (iii) any continuing obligations to indemnify other parties.
6.2 Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non- defaulting party shall have the right to: (i ) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (ii) bring any action at law or in equity to compensate the non-defaulting party for all the detriment proximately caused by the defaulting party’s default; provided, however, that Developer’s sole and exclusive remedy shall be specific performance and Developer shall not have the right to recover monetary damages (compensatory, consequential, punitive, or other ) against the City other than attorneys’ fees to the extent provided in Section 8.11 below, and the City shall only have the right to recover actual, direct damages (and not consequential or punitive damages) against Developer, as well as attorneys’ fees to the extent provided in Section 8.11 below.
7. INSURANCE, INDEMNIFICATION AND WAIVERS.
7.1 Types of Insurance.
7.1.1 Liability Insurance. Beginning on the Effective Date hereof and until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be kept in force for the mutual benefit of City, as additional insured, and Developer comprehensive broad form general liability insurance covering Developer’s possession and use of the Site and providing protection of at least Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) in the aggregate for any accidents or occurrences, and
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at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to City evidence that any contractors with whom Developer has contracted for the performance of any work for which Developer is responsible maintains the same limits of coverage, as specified above. Developer shall provide to the City annual proof of insurance consistent with terms and conditions of this agreement.
7.1.2 Worker’s Compensation. Developer shall also furnish or cause to be furnished to City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker’s compensation insurance as required by law.
7.2 Insurance Policy Form, Suff iciency, Content, and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies qualified to do business by California with an AM Best Rating of no less than “A”. All such policies shall be non-assignable and shall contain language, to the extent obtainable, to the effect that (i) the policies are primary and noncontributing with any insurance that may be carried by City, but only with respect to the liabilities ass umed by Developer under this Agreement; and (ii) the policies cannot be canceled or materially changed by Developer except after written notice by Developer to City or City’s designated representative and the City’s approval thereof. Developer shall furnish City with certificates of insurance evidencing that Developer has complied with the requirements of this paragraph 7.1.1.
7.3 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits:
7.3.1 For insurance required above, within seven (7) days after the Effective Date or consistent with the requirements of Exhibit “E” (Schedule of Performance), Item No. 8.
7.3.2 The City can request current certificates of all insurance policies as required. The City reserves the right to obtain copies of relevant policy forms and endorsements of the required insurance policies.
Developer’s failure or refusal to procure or maintain insurance as required herein or failure or refusal to furnish City with proof that the required insurance has been procured and is in full force and effect may, after complying with the requirements of Section 5.3, be deemed a default under the terms of this Agreement.
7.4 Indemnification.
7.4.1 General. Developer shall indemnify the City, and its respective officers, employees, an d/or agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein “claims or liabilities”) that may be asserted or claimed by any person(s), firm, or entity arising out of or in connection with this Agreement and/or the work, oper ations, or activities of Developer, its agents, employees, subcontractors, and/or invitees, hereunder, upon the Site. (a) Developer will defend any action or actions filed in connection with any of said claims or liabilities covered by the indemnification provisions herein
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and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith, which attorneys will be the attorneys hired by the insurance company where insurance coverage applies.
(b) Developer will promptly pay any judgment rendered against the City or its respective officers, agents, or employees that falls within the scope of Developer’s indemnity obligations, as defined above in paragraph 7.2.1.
7.4.2 Exceptions. The foregoing indemnity shall not include claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents, or employees or contractors . The foregoing indemnity shall also not include claims or liabilities arising from City’s use of Developer’s advertising space pursuant to paragraph 2.9.1 above.
7.4.3 Additional Coverage. Without limiting the generality of the foregoing, Developer’s indemnity obligation shall include any liability arising by reason of any accident or other occurrence caused by Developer in or on the Site causing injury to any person or property;
7.4.4 Loss and Damage. Except as set forth below, City shall not be liable for any damage to property of Developer or others located on the Site, nor for the loss of or damage to any property of Developer or others by theft or otherwise. Except as set forth below, City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the Site or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical condition of the Site, or by any other cause of whatsoever nature. The provisions of this subparagraph (a) shall not apply (i) to the extent City or its agents, employees, subcontractors, invitees or representatives causes such injury or damage, or (ii) to the extent covered in any permit to enter the Site executed by the City.
7.4.5 Period of Indemnification. The obligations for indemnity under this Section 7.2 shall begin upon the Effective Date and shall survive termination of Development Agreement.
8. MISCELLANEOUS PROVISIONS.
8.1 Recordation of Agreement . This Agreement shall be recorded with the County Recorder by the City Clerk within ten (10) days of execution, as required by Government Code Section 65868.5. Amendments approved by the parties, and any cancellation, shall be similarly recorded.
8.2 Entire Agreement . This Agreement sets forth and contains the entire understanding and agreement of the parties with respect to the subject matter set forth 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. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the ter ms or conditions of this Agreement.
8.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, then that term, provision,
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covenant or condition of this Agreement shall be stricken and the remaining portion of this Agreement shall remain valid and enforceable if that stricken term, provision, covenant or condition is not material to the main purpose of this agreement, which is to allow the Project to be permitted and operated and to provide the Development Fee to the City; otherwise, this Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which agreement shall not be unreasonably withheld.
8.4 Interpretation and Governing Law . This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning, to achieve the objectives and purposes of the parties hereto. The rule of construction, to the effect that ambiguities are to be resolved against the drafting party or in favor of the non-drafting party, shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and hereof.
8.5 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.
8.6 Waiver. Failure of a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.
8.7 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the parties and their owner, successors, and assigns. No other person shall have any right of action based upon any provision of this Agreement.
8.8 Force Majeure. Notwithstanding the contrary herein, neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, rains, winds, wars, pandemics, epidemics, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control (including the party’s employment force), government actions and regulations (other than those of the City), court actions (such as restraining orders or injunctions), or other causes beyond the party’s reasonable control . The party claiming a force majeure must give written notice within ten (10) days of the commencement of the claimed delay.
8.9 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.
8.10 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same affected as if all of the parties had executed the same instrument.
8.11 Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county . Service of process on City shall be made in accordance with California law . Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. In the event of any a ction between City and
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Developer seeking enforcement or interpretation of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys’ fees.
8.12 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the Development of the Project is a private Development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement . No partnership, joint venture or other association of any kind is formed by this Agreement. City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private Development into a “public work” project, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer’s private project into a public work project, it being understood that this Agreement is entered into by City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement which are incorporated into this Agreement and made a part hereof, and that City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement.
8.13 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement.
8.14 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain or Developer’s right to seek and collect just compensation or any other remedy available to it.
8.15 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements . The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters . Minor, non-material modifications may be approved by the City Manager upon approval by the City Attorney.
8.16 Notices. All notices under this Agreement shall be effective when delivered by United States Postal Service mail, registered or certified, postage prepaid return receipt requested; and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing by providing notice to the other party:
To City: City of Bell
6330 Pine Ave.
Bell, California 90201
Attn: City Manager
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To Developer: Clear Channel Outdoor, LLC
19320 Harborgate Way
Torrance, CA 90501
Attn: Vice President, Real Estate & Public Affairs
With Copy To: Clear Channel Outdoor, LLC
2325 E. Camelback Road, Suite 250
Phoenix, AZ 85016
Attn: Operations Counsel
8.17 Nonliability of City Officials. No officer, official, member, employee, agent, and/or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, and/or representative.
8.18 No Brokers. City and Developer represent and warrant to the other that neither has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorneys’ fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder’s fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder’s fee.
8.19 No Amendment of Lease. Nothing contained in this Agreement shall be deemed to amend or modify any of the terms or provisions of the Lease. Nothing contained in this Agreement shall constitute or be deemed to constitute a limit on any of Developer’s obligations under the Lease, or any of Owner’s rights or remedies against Developer under the Lease.
8.20 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this A greement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound.
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.
City: CITY OF BELL
By:
Mayor
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ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Developer:
CLEAR CHANNEL OUTDOOR, LLC,
a Delaware limited liability company
Bryan Parker, Executive Vice President
[end of signatures]
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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 Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, 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 laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
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 Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, 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 laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
01135.0001/938204.2 A-1
EXHIBIT “A”
LEGAL DESCRIPTION OF SITE AND SITE PLAN
The provisions of this agreement shall only apply to the “Site” as shown here. The Site is a portion of Owner Property described as:
Florence Ave. NS 6T MO Heliotrope Panels 4351 & 4352
APN: 6326-019-020
The land referred to in this Report is situated in the State of California, County of Los Angeles, and is, described as follows:
Parcel 1:
All if Lot 15 excepting the Westerly 261.6 feet thereof and the Westerly 6.4 feet of Lot 16 of Tract No,1211, ft n the City of Bell, County of Los Angeles, State -of California, as per map recorded in nook 21 Page 59 of Maps, In the office of the County Recorder of said County.
Parcel 2:
The Easterly 25 feet of the Westerly 236. feet of Lot 15 of Tratt No.1811, in the City of Bell, County of Los Angeles, State of California, as per map recorded in Book 21 Page 59 of IVIaps, in the office of the County Recorder of said County.
Parcel 3:
The Easterly 25 feet of the Westerly 261.6 feet of Lot 15 of Tract No. 1B11, in the City of Bell, County of Los Angeles, State of California, as per map recorded In Book 21 Page 59 of Maps, in the office of the County Recorder of said County.
01135.0001/938204.2 A-2
4825 East Florence Avenue Bell, CA 90201
APN 6326-019-020
01135.0001/926610.2 B-1
EXHIBIT “B”
Description of New Digital Billboard
CCO will replace the existing printed display faces in place as a double-faced 12’ x 25’ outdoor advertising digital display at 4825 East Florence Avenue. #4351 Facing West
01135.0001/926610.2 B-2
#4352 Facing East
01135.0001/926610.2 C-1
EXHIBIT “C”
Removed Sign
CCO will remove the existing double-faced 12’ x 25’ outdoor advertising sign at 3822 East Florence Avenue #2573 and #2574.
#2573 Facing West
#
01135.0001/926610.2 C-2
#2574 Facing East
01135.0001/926610.2 D-1
EXHIBIT “D”
SCOPE OF DEVELOPMENT INCLUDING SIGN PLANS
Developer and City agree that the Development shall be undertaken in accordance with the terms of the Agreement, which include the following:
1. Project. Developer shall relocate in place the existing printed sign faces and shall convert it to the New Digital Billboard with digital display faces in accordance with the terms of this Agreement. The existing structure will have two (2) new digital display faces (each display face measuring approximately 12’ x 25’) within the Site.
2. Building Fees. Developer shall pay all applicable City planning and building fees, as described in this Agreement, at the time the time the Project is submitted to the appropriate City Department.
3. Maintenance and Access . Developer, for itself and its successors and assigns, hereby covenants, and agrees to be responsible for the following:
(a) The existing sign structure shall be painted black prior to the Effective Date.
In addition, any existing ladders or other ancillary structures which are not required for a digital sign shall be removed prior to the Effective Date. On-going maintenance and repair of the New Digital Billboard and Site (where authorized pursuant to the Site Lease) including but not limited to, the displays installed thereon, and all related on- Site improvements, easements, rights -of-way at its sole cost and expense . Developer’s maintenance and repair obligation shall include, without limitation, maintaining any poles, lighting, signs and walls in good repair and free of graffiti, rubbish, debris and other hazards to persons using the same. Developer shall maintain and repair the New Digital Billboard digital display faces in accordance with all applicable laws, rules, ordinances and regulations of all federal, State, and local bodies and agencies having jurisdiction over the Site [unless those federal, State, and local bodies have an exception for a legal nonconforming use]. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Project; (ii) replacement of any fixtures, equipment or property damaged by the Project to the extent required by this Agreement or applicable law; (iii) the ongoing maintenance by the Developer of any access points to the New Digital Billboard to minimize dust caused by the Project; and (iv) the repair, replacement and repainting of the New Digital Billboard structure and display faces as necessary to maintain such billboard in good condition and repair. (b) Maintenance of the Site (where authorized pursuant to the Site Lease) in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance of the New Digital Billboard digital display faces or structure such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within three hundred (300) feet of Site.
4. Other Rights of City. In the event of any violation or threatened violation of any of the provisions of this Exhibit “D,” then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of this Agreement, the City shall have the right, after complying with Section 5.3 of this Agreement, (a) to enforce the provisions hereof by undertaking
01135.0001/926610.2 D-1
any maintenance or repairs required by Developer under Paragraph 3 above (subject to the execution of a permit to enter in form reasonably acceptable to Owner) and charging Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or revoke in the manner proscribed by law, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the New Digital Billboard digital display faces.
5. No City Liability. The granting of a right of enforcement to the City does not create a mandatory duty on the part of the City to enforce any provision of this Agreement. The failure of the City to enforce this Agreement shall not give rise to a cause of action on the part of any person. No officer or employee of the City shall be personally liable to the Developer, its successors, transferees, or assigns, for any default or breach by the City under this Agreement.
6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Digital Billboard digital display faces and, where stated, on the Site, shall conform to all applicable provisions of the Code and the following conditions, in a manner subject to the approval of the Planning Manager or designee:
(a) A building permit will be required and structural calculations shall be prepared by a licensed civil engineer and approved by the City Building Official. (b) The New Digital Billboard shall remain located on the Site as described in attached Exhibit A and as set forth herein and based on dimensions described in Section 1, above.
(c) The size of each digital display face of the New Digital Billboard shall not exceed a maximum area of 300 square feet with no extensions or borders. (d) Plans and specifications for the proposed installation of the New Digital Billboard digital display faces, including all utility plans, shall be submitted to the City Planning and Building Departments for plan check and approval prior to the issuance of building permits.
(e) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City.
(f) Developer shall maintain the Site and use thereof in full compliance with all applicable codes, standards, policies and regulations imposed by the City, County, State or federal agencies by any duly and valid city, county or state ordinance with jurisdic tion over the facilities, unless the Project is exempted as a legal nonconforming use. (g) The Developer shall pay any and all applicable fees due to any public agency pertaining to the New Digital Billboard digital display f aces prior to the final issuance of the building permits.
(h) The activities proposed in this Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way.
01135.0001/926610.2 D-1
(i) All graffiti shall be adequately and completely removed or painted over within 48 hours of notice to Developer of such graffiti being affixed on the New Digital Billboard.
(j) Dev
eloper shall comply with the standards as adopted by the Outdoor Advertising Association of America, Inc. (OAAA), including but not limited to, the 0.3 foot- candl
es limitation over ambient light levels at 1 50 feet, and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic diming capabilities, as well as providing the City’s Planning Manager or designee with a designated Developer employee’s phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City’s Planning Manager or designee, Developer shall perform a brightness measurement of the display using OAAA standards and provide City with the results of same within 15 days of the City’s complaint. The City may also request a brightness measurement as a part of the review under Section 5.1.
Developer shall dim the display to the appropriate setting immediately upon the conclusion of any such measurement concluding that the light standards were exceeded. (k)
In the event ten percent (10%) or more of the digital sign face is not operating correctly or in the event of a malfunction, Developer shall immediately turn the entire display off, or show a one hundred percent (100%) black image on the display until corrected.
(l) The interval between the change in digital content shall be a minimum of eight (8) seconds and the images shall change instantaneously, without special transitional effects.
(m) For each sign removal, when all existing static panels are removed as part of the required take-down, Developer shall also remove all structural elements of the sign to existing grade, including the removal and “safe-off” of the existing electrical panel.
01135.0001/938204.2 E-1
EXHIBIT “E”
Schedule of Performance
ITEM OF PERFORMANCE TIME FOR PERFORMANCE REFERENCE
City Council Hearings to Approve
this Agreement
December 6, 2023 (First Reading)
December 13, 2023 (Second Reading)
G & I
Effective Date of this Agreement 30 days following City Council’s Second Reading - January 12, 2024
N/A
Developer pays One-time
Processing Fee.
Upon Planning Application Submittal 2.5.2
Developer prepares and submits to
City working drawings,
specifications, and engineering for
plan check.
No later than fifteen (15) days from the
Effective Date
N/A
City to approve all construction and
engineering drawings and
specifications with plan check
approval and issues a building
permit and electrical permit.
Within 30 days of City’s receipt of
submittals.
N/A
City to approve demolition permit
to remove existing billboard signs,
structures, and equipment.
Within 30 days of City receipt of
submittals.
N/A
Developer submits proof of
insurance.
Within seven (7) calendar days of
Effective Date of Agreement
7.3.1 Developer constructs billboard sign
conversions and removes existing
billboard signs, structures, and
equipment.
No later than sixty (60) days from the
receipt of building permits
N/A
Developer pays City One-Time
Economic Fee.
1st day of the month following Effective
Date of Agreement
2.5.3 Developer pays City Annual
Installments per Developer Fee
Schedule.
1st installment due on the 1st day of the
month following Effective Date of
Agreement. Monthly installments shall
continue on the first day of each
subsequent month of the term of this
Agreement.
2.5.1
01135.0001/938204.2
RECORDING REQUESTED BY AND
AFTER RECORDING MAIL TO:
CITY OF BELL
6330 Pine Avenue
Bell, California 90201
Space above this line reserved for recorder’s use
[Exempt From Recording Fee Per Gov. Code §6103]
DEVELOPMENT AGREEMENT NO. 2023-04
This Development Agreement (hereinafter “Agreement”) is entered into by and between THE CITY OF BELL, a California charter city incorporated under the laws of the State of California (hereinafter “City”) and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (hereinafter “Developer”).
RECITALS
A. California Government Code Sections 65864, et seq., (“Development Agreement Law”) authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purposes of strengthening the public planning process, encouraging private participation and comprehensive planning, and identifying the economic costs of such development.
B. Developer has a leasehold interest in that certain portion of real property located at 4612 East Gage Avenue in the City, Assessor Parcel Number 6326-004-031 as more specifically described in Exhibit “A” (the “Site”) upon which Developer currently owns and operates an existing lawfully permitted double-faced 12’ x 25’ outdoor advertising sign with printed display faces and seeks to relocate such sign in place as a double-faced 12’ x 25’ outdoor advertising sign with digital display faces , as more fully described in Exhibit “B” hereto (“New Digital Billboard”), in consideration for the addi tional removal of the double- faced 12’ x 25’ outdoor advertising sign located on the real property described on Exhibit “C” hereto (the “Removed Sign” and together with the New Digital Billboard, the “Project”).
C. The City has determined that the Project contemplated herein complies with the Bell Zoning Ordinance found in Chapter 17.84 of the Bell Municipal Code (“BMC”) and will provide public benefits, including, among other things, a net reduction in outdoor advertising signage in the City.
D. City and Developer agree and acknowledge that the outdoor advertising sign relocation contemplated herein complies with, and serves the purposes enumerated in, California Business & Professions Code Sections 5200 et seq . (the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412 and 5443.5 and incorporated by reference in Section
17.84.064c of the BMC.
01135.0001/938204.2 2
E. In exchange for the approvals sought to convert the existing double-faced billboard with printed display faces to the New Digital Billboard, as described above, Developer has offered to:
1. Pay to the City an annual Development Fee, as defined, and provided in Section 2.5 below, for the cost to the City to ameliorate the impact of the installation of the digital sign panels on the New Digital Billboard; and
2. Pay to the City a one -time Processing Fee, as defined, and provided in Section 2.5.2 below, for the cost to the City to provide additional economic development funds to ameliorate the impact of the installation of the New Digital Billboard for each structure; and
3. Provide advertising space free of charge to City on a space available basis as further described below.
4. Reimburse City costs of making this Agreement.
F. Developer and City agree that a development agreement should be approved and adopted to memorialize the expectations of City and Developer as more particularly described herein.
G. On _________, 2023, the City Council of the City, pursuant to Government Code sections 65867 and 65867. 5 and Code Sections 18.58.018 and 18.58.055, as well as other applicable law, held a duly noticed public hearing to consider the approval of this Agreement and, after hearing public testimony thereon, considered the proposal and introduced Ordinance No. _____.
H. The City Council has found that: this Agreement is in the best public interest of the City and its residents; adopting this Agreement constitutes a present exercise of the City’s police power; the terms of the Agreement will not be detrimental to the public’s health, safety, or general welfare; and this Agreement is consistent with the City’s General Plan and Code. This Agreement and the proposed Project (as hereinafter defined) will achieve a number of City objectives including the reduction of visual clutter, elimination of non-conforming signage, and facilitation of the orderly development, relocation and distribution of existing displays to more appropriate locations within the City, while allowing for the incorporation of modern technology into relocated displays and an overall reduction in the number of outdoor advertising signs in the City as part of the City’s planned development.
I. On _____ 2023 , the City Council held the second reading of Ordinance No.__, thereby approving this Agreement.
J. City finds and determines that all actions required of City precedent to approval of this Agreement by Ordinance No. ______ of the City Council have been duly and regularly taken.
K. In exchange for the benefits to the City described in the Agreement, together with other public benefits that will result from the development of the Project (as defined below), Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with Land Use Regulations (as defined below), and therefore desires to enter into this Agreement.
01135.0001/938204.2 3
COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS AND EXHIBITS.
1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized when used in the Agreement. In addition to the terms defined in the Recitals above and elsewhere in this Agreement, the defined terms include the following:
1.1.1 “Site Lease” means the lease agreement by and between Developer and Juan Anaya and Annabel K. Anaya Trustees of the Juan Anaya and Annabel K.
Anaya Revocable Living Trust, (“Owner”), the owner of the Site.
1.1.2 “Agreement” means this Development Agreement and all attachments and Exhibits hereto.
1.1.3 “City” means the City of Bell, a California charter city.
1.1.4 “City Council” means the City Council of the City.
1.1.5 “Developer” means Clear Channel Outdoor, LLC, a Delaware limited liability company and its successors and assigns, duly existing and operating, and doing business at 19320 Harborgate Way, Torrance, CA 90501.
1.1.6 “Development Approvals” means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act (“CEQA”) and from the California Department of Transportation (“Caltrans”), if any.
1.1.7 “Effective Date” is when all the following have occurred : (i) the Agreement is signed by both the Developer and City, (ii) the Agreement is approved by Ordinance No. ____ and effective, and not subject to referendum, (iii) all conditions precedent to its effectiveness have been satisfied, and (iv) after expiration of all applicable appeal periods.
1.1.8 “Land Use Regulations” means the Zoning Ordinance and rules, regulations and official policies of City which govern development and use of the Site, including construction standards and specifications applicable to the development of the Site which are in full force and effect as of the Effective Date of this Agreement.
1.1.9 “New Digital Billboard” means the new digital sign(s), as described in Exhibit “B” hereto located on the Site, and a relocation in place of the existing lawfully permitted outdoor advertising structure 12’ x 25’ foot printed display face(s) on the Site.
01135.0001/938204.2 4
1.1.10 “Operational” means the New Digital Billboard is capable, legally, and functionally, of displaying advertising on the digital displays with a permanent source of power.
1.1.11 “Project” means the complete removal of the existing printed display face(s) and the installation of new digital display faces on the existing structure.
1.1.12 “Scope of Development” means the Scope of Development attached hereto as Exhibit “D” and incorporated herein.
1.1.13 “Site” means the real property described in Recital B and more specifically described in Exhibit “A” attached hereto and incorporated herein.
1.1.14 “Subsequent Land Use Regulations” means any Land Use Regulations effective after the Effective Date of this Agreement which governs development and use of the Project and/or the Site.
1.1.15 “Subsequent Development Approvals” means any and all permits and approvals which may be required by City for repair, maintenance, operation, or other work to be performed by Developer that occurs after the Project has been constructed and become operational. Consistent with the Outdoor Advertising Act (Bus. & Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals, but enhancement modification or other change requires approval.
1.1.16 “Term” shall have the meaning provided in Section 2.4, unless earlier terminated as provided in this Agreement.
1.1.17 “Anniversary Date” shall mean the date that is twelve (12) months following the Effective Date, and every twelve (12) months thereafter.
1.1.18 “Owner Property” is the property owned by Owner as legally described and shows in Exhibit A. The Site is a portion of Power Property as shown in Exhibit A.
1.2 Exhibits. The following documents are attached to, and by this reference made a part of this Agreement: Exhibit “A” (Legal Description of Site), Exhibit “B” (Description of New Digital Billboard), Exhibit “C” (Removed Sign), Exhibit “D” (Scope of Development), and Exhibit “E” (Schedule of Performance).
2. GENERAL PROVISIONS.
2.1 Binding Effect of Agreement . From and following the Effective Date, actions by the City and Developer with respect to the Site, the Project, or the New Digital Billboard, including actions by the City on applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement ; provided, however, that nothing in this Agreement shall be deemed or construed (i) to modify or amend the Site Lease, or any of Developer’s obligations thereunder; or (ii) to impose any obligation whatsoever on the Owner of the Site, including without limitation any obligation with respect to the Project, except as expressly set forth in this Agreement.
2.2 Interest in the Site . City and Developer acknowledge and agree that Developer has a leasehold interest in the Site [and thus is qualified to enter into and be a party
01135.0001/938204.2 5
to this Agreement under California Government Code 65864 et. seq]. If Developer’s leasehold interest is prematurely terminated by the owner of the Site, then this Agreement shall be terminated and Developer shall have no further obligations under this Agreement, except (i) as provided under Section 4.1 with respect to Developer’s responsibility to remove the digital display faces on the New Digital Billboard as provided therein, (ii) to make all payments up until the date of actual termination, and (iii) to honor all indemnity obligations herein.
2.3 Transfer. Except as set forth herein, neither P arty may sublet, assign or otherwise transfer this Agreement, or any interest herein, either voluntarily or by operation of law, without the other party’s prior written consent, which the other party shall not unreasonably withhold, condition, or delay . Notwithstanding the above, the consent of City shall not be required: (i) for Developer to assign its rights and duties under this Agreement to any type of legal entity, including but not limited to a limited liability company, corporation, or limited partnership, controlling, controlled by or under common control with Developer or to any entity that acquires a majority of Developer’s assets in the Southern California market; or ( ii) in the event any such entity to which this Agreement has been so assigned thereafter merges with another company, reorganizes its stock, or undergoes a similar corporate restructuring, changes ownership or sells any of its assets or stock . Any security posted by Developer may be substituted by the assignee or transferee. After a transfer or 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.
2.4 Term of Agreement . Unless earlier terminated as provided in this Agreement, this Agreement shall continue in full force and effect until the earlier of : (i) twenty (20) years after the date the digital display faces on the New Digital Billboard become Operational [plus one ten (10) year option which Developer may exercise by providing written notice to City at least 180 days prior to expiration subject to (i) the extension of Owner lease term for the Extended Term or (ii) the earlier termination of this Agreement and Site Lease and the permanent removal of the digital display faces on the New Digital Billboard constructed pursuant to the terms hereof. Notwithstanding the above, if Developer is: (i) unable to maintain for reasons beyond Developer’s control any necessary permit for the erection, use, and/or maintenance of the digital face(s), (ii) the use of the digital face(s) is prevented or restricted by law, or (iii) if, by some cause beyond Developer’s control, the operation of the Digital Billboard becomes impossible, then Developer shall have the right to terminate the Agreement and remove the Digital Billboard at Developer’s sole expense. Within thirty (30) days after the expiration or termination of this Agreement, the parties shall execute a written cancellation of this Agreement which shall be recorded with the County Recorder pursuant to Section 9.1 below . The term of this Agreement supersedes any amortization period that may apply under the BMC as to any non-conformity as applied to the Site.
2.4.1 Precondition to Lease. The current Owner lease term is for less than 20 years and is not co-extensive with the term of this Agreement. This Agreement shall not extend beyond the term of the Owner Lease and shall terminate upon the expiration of termination of the Owner Lease which is a precondition to this Agreement if the Agreement terminates for this cause Developer shall wholly remove the New Digital Billboard structure per Section 4.
2.5 Development Fee. The potential impacts of the Project on the City and surrounding community are difficult to identify and calculate. Developer and City agree that an annual development fee paid by Developer to City would adequately ameliorate all such potential impacts. The parties therefore agree that Developer shall pay an annual development fee in the amount of Ten Thousand Dollars ($10,000.00) per digital display face to the City (“Development
01135.0001/938204.2 6
Fee”), payable in twelve (12) monthly installments, with the first installment due on the first day of the month following the Effective Date. Monthly installment payments shall continue on the first day of each subsequent month in the term of this Agreement.
2.5.1 Development Fee Schedule. The annual Development Fee to be paid to the City shall be as follows:
(a) Years 1-10: Ten Thousand Dollars ($10,000.00) per digital display face on the New Digital Billboard
(b) Years 11-20: Twelve Thousand Five Hundred Dollars ($12,500.00) per digital display face on the New Digital Billboard
(c) Years 21-30, if option is exercised by Developer : City will receive Fifteen Thousand Dollars ($15,000.00) per digital display face on the New Digital Billboard.
2.5.2 One Time Processing Fee: Developer shall pay a one-time Processing Fee in the amount of Ten Thousand Dollars ($10,000.00).
2.5.3 One-Time Economic Development Fee: Developer shall pay a one- time Economic Development Fee in the amount of Ten Thousand Dollars ($10,000.00) per converted sign face. Such Economic Development Fee shall be due to the City on the first day of the month following the Effective Date.
2.5.4 If the Developer installs antenna or wireless communications equipment for cellular, wi-fi or other communication devices on the Digital Billboard, the Developer shall pay to the City Fifteen Percent (15%) of the revenue received on an annual basis and it shall be the obligation of Developer to present documentation to City verifying the calculations. It shall be in the sole discretion of the Developer whether to decide to install any such equipment on the Digital Billboard. This clause shall not apply to Developer’s installation of any of its own proprietary equipment relating to controlling the posting and maintenance of outdoor advertising on the Digital Billboard.
2.6 Developer shall notify the City in writing when the digital display faces on the New Digital Billboard become Operational for the purpose of determining the Commencement Date, however in no event shall this be later than One Hundred Eighty (180) Days from the Effective Date of this Agreement. Notwithstanding the preceding sentence, in the event that Developer is diligently pursuing all governmental and third party permits and/or approvals in addition to any other third-party work that need be completed in order for the New Digital Billboard to become operational (such as Southern California Edison hookups or upgrades), then the time period set forth in the preceding sentence shall be extended for another One Hundred Eighty (180) Days upon written notice to the City . Developer shall keep the City updated as to its efforts in these regards . The City’s issuance of a building permit shall not be unreasonably withheld, provided the issuance of a building permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable building codes and standards.
2.7 Community Benefits . Developer shall also provide the following community benefits during the entire Term of this Agreement:
01135.0001/938204.2 7
2.7.1 City’s Use of Digital Sign . Developer shall also provide, free of charge to City on a space available basis, advertising space on the digital display faces on the New Digital Billboard for purposes of posting public service announcements and City -related advertising or announcements (“City Messages”). This time shall be the equivalent of one “spot” with the messages between equally spread over a 24-hour day. The City shall submit all proposed copy of City Messages to Developer not less than five (5) business days prior to the date the copy is proposed to be displayed, and, with the exception of Public Service Messages described in Section 2.7.4, the City shall notify Developer in writing not less than twenty (20) days prior to a requested display date. All proposed copy shall be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove copy and remove copy once posted or displayed. Any content provided by City shall be owned and belong exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. It is expressly understood and agreed that, absent approval from Developer, City Messages shall not include any names, logos or marks associated with any third -party non-governmental person or entity, or any products or services associated with any third- party non-governmental person or entity. Developer shall also provide additional advertising space for purposes of posting public service announcements and City -related advertising or announcements (“City Messages”) on other digital display faces in the Los Angeles market owned and operated by the Developer, free of charge to the City on a space available basis.
2.7.2 Mutual Representations and Warranties.
(a) City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement : (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or ref er in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party. (b) Developer represents and warrants that all copy, content and materials displayed by Developer under this Agreement: (i) are owned or duly licensed by Developer and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party.
2.7.3 Indemnification. The Parties mutually agree to indemnify, defend and hold harmless each the other for, from and against, any claims, costs (including, but not limited to, court costs and reasonable attorneys’ fees), losses, actions or liabilities arising from or in connection with any third party allegation that any portion of any City Message or Developer advertising infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party . This indemnity shall not include Developer’s lost profits or consequential damages or any similar right, of any third party.
01135.0001/938204.2 8
2.7.4 Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space immediately available on the digital display faces on the New Digital Billboard to the appropriate agencies for the purposes of displaying “Amber Alert” or other similar public service or emergency messages, at no cost, and in accordance with local and regional emergency protocols.
2.8 Prohibited Use. Developer shall not utilize the digital display faces on the New Digital Billboard to advertise tobacco, marijuana or hashish dispensaries, “gentlemen’s clubs,” adult entertainment businesses, “obscene matter,” as that term is defined in California Penal Code section 311, or any matter that is prohibited by any City ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act from the Business and Professions Code. Developer shall immediately remove any prohibited content upon notice from the City. If there is a di spute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved.
3. DEVELOPMENT AND IMPLEMENTATION OF THE PROJECT.
3.1 Vested Right to Develop the Site. Developer shall have the right to develop the Project on the Site in accordance with, and to the extent of, the Development Approvals, the Subsequent Development Approvals, and this Agreement pursuant to the Land Use Regulations provided nothing in this Agreement shall be deemed to modify or amend the Site Lease. In the event of any conflict or inconsistency between (i) the Agreement, any Project conditions of approval, and terms for issuance of a Project -related building permit , and (ii) the Land Use Regulations, this Agreement and any Project conditions of approval, and terms for issuance of a Project-related building permit shall prevail and control, but shall not supersede any Land Use Regulation not specifically applicable to the Site or described in Section 3.4 below..
3.2 Development Approvals. Developer shall, at its own expense and before commencement of demolition, construction or development of any structures or other work of improvement upon the Site, secure or cause to be secured all necessary Development Approvals.
Not by way of limiting the foregoing, in developing and constructing the Project, Developer shall comply with all ( i) applicable development standards in the BMC, ( ii) applicable NPDES requirements pertaining to the Project, ( iii) all applicable building, fire and other uniform codes, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and any fees and charges hereafter imposed by City in connection with the Project which are standard and uniformly applied to similar projects in the City.
3.3 Changes and Amendments. Developer may determine that changes to the Agreement are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Agreement to effectuate such change(s). The Parties acknowledge that City shall be permitted to use its inherent land use authority in deciding whether to approve or deny any such amendment request; provided, however, that in exercising the foregoing reasonable discretion, the City shall not appl y a standard different than that used in evaluating requests of other developers and under no circumstance shall City be obligated in any manner to approve any amendment to the Agreement. All amendments shall require the approval of the City Council. Nothing herein shall cause Developer to be in default if it upgrades the digital display installed pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided
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Developer shall secure all applicable ministerial permits to do so and ensure that such upgrade is consistent with the dimensions and standards for the displays, as provided under this Agreement and the Land Use Regulations.
3.4 Reservation of Authority.
3.4.1 Limitations, Reservations and Exceptions . Notwithstanding any other provision of this Agreement, it is understood that this Agreement pertains only to the construction and operation of a New Digital Billboard on a pad of approximately 12’ x 25’ and should not be construed in any other way to limit the police power of the City or to enact Subsequent Land Use Regulations . Without limiting the generality of the following, permitted Subsequent Land Use Regulations include and are not limited to:
(a) Processing fees and charges of every kind and nature imposed by the City for processing applications for Subsequent Development Approvals to the extent such fees are assessed on a City-wide basis.
(b) Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearing, reports, recommendations, appeals and any other matter of procedure.
(c) Changes adopted by the International Conference of
Building Officials, or other similar body.
(d) Regulations that are not in conflict with the Development Approvals or this Agreement, and do not interfere with the operation of the New Digital Billboard as permitted under the Land Use Regulations or materially limit the processing or procuring of applications and approvals of Subsequent Development Approvals. (e) Applicable Federal, State, County, and multi -jurisdictional laws and regulations which City is required to enforce as against the Site and that do not have an exception for existing signs or legal nonconforming uses. (f) Any rules, regulations, or laws similar in any manner to any of the foregoing.
(g) Notwithstanding the foregoing, if such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
3.4.2 Future Discretion of City . This Agreement shall not prevent City from denying or conditionally approving any application for a Subsequent Development Approval on the basis of the Land Use Regulations.
3.4.3 Meet and Confer for Impacts by Federal or State Law. In the event that applicable federal or state laws or regulations enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement.
The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement so as to comply with such state or federal law or regulation. This Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision
01135.0001/938204.2 10
impractical to enforce. If such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
3.5 Regulation by Other Public Agencies . It is acknowledged by the parties that other public agencies not subject to control by City may possess authority to regulate aspects of the development of the Site as contemplated herein, and this Agreement does not limit the authority of such other public agencies . Developer acknowledges and represents that, in addition to the Land Use Regulations, Developer shall, at all times, comply with all applicable federal, State and local laws and regulations applicable to the New Digital Billboard and Site that do not have an exception for a legal nonconforming use. Notwithstanding the foregoing, if such action by another public agency materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
3.6 Public Improvements . Notwithstanding any provision herein to the contrary, the City shall retain the right to condition any Subsequent Development Approvals to require Developer to pay any required development fees, and/or to construct the required public infrastructure (“Exactions”) at such time as City shall determine. It being understood, however, that if there is a material increase in cost to Developer or such action by City otherwise materially impacts Developer’s performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
3.7 Fees, Taxes and Assessments . During the Term of this Agreement, the City shall not, without the prior written consent of Developer, impose any additional fees, taxes or assessments on all or any portion of the Project, except (i) such fees, taxes and assessments as are described in or required by this Agreement and/or the Development Approvals, (ii) fees, taxes or assessments upon the Site only and not the New Digital Billboard or Developer directly , (iii) fees or taxes, and increases thereof, imposed on a City -wide basis such as, but not limited to, business license fees or taxes or utility taxes, (iv) fees applicable to a permit application as charged by City at the time such application is filed by Developer ; (v) fees imposed pursuant to any Uniform Code that existed when the application is filed by the Developer or that exists when the Developer applies for any Subsequent Development Approval; and (vi) any similar fees, taxes or assessments.
4. REMOVAL OF NEW DIGITAL BILLBOARD DIGITAL DISPLAY FACES.
4.1 Removal by Developer . Upon the expiration or termination of this Agreement for any reason including the expiration or termination of the Site Lease (i.e., as described in Section 2.4), above, the Parties may either agree to enter into any Extended Terms and the parties may execute a mutually agreeable amendment to this Agreement or if the parties do not agree to extend this Agreement, then the Developer shall, at its own cost and expense, remove the New Digital Billboard.
4.2 City’s Right to Removal. Provided Developer is not in material breach hereof past any applicable notice and cure period, the City will not have the right to remove , or to demand removal of, the New Digital Billboard digital display faces. Should Developer be in material breach of this Agreement past any applicable notice and cure period or if the Agreement has terminated, the City may require the Developer to remove the New Digital Billboard in its entirety together with all support structures . The City shall only have the right to demand that Developer remove the New Digital Billboard in its entirety if (i) Developer is in material breach of
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this Agreement past any applicable notice and cure period or (ii) the Agreement or Owner Lease have been terminated or expired. If the City demands that the Developer remove the New Digital Billboard in its entirety pursuant to this Section and the Developer fails to do so within sixty (60) days of receipt of a written removal demand by the City in accordance with the notice obligations of this Agreement, then the City may remove, or cause to be removed, the New Digital Billboard at the Developer’s sole cost and expense.
5. REVIEW FOR COMPLIANCE.
5.1 Annual Reviews. Annually, Developer shall demonstrate its good faith compliance with the terms hereof by providing a written report thereon. If the City Manager finds that Developer is not acting in good faith compliance with this Agreement, the City Manager shall schedule a hearing before the Planning Commission. The City shall provide Developer with written notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five days prior to the hearing. The Planning Commission’s determination following such hearing shall be based on substantial evidence and shall be subject to appeal to the City Council. If the Planning Commission or City Council, as applicable, finds that the Developer is not in compliance with the terms of this Agreement, the provisions of Section 6 shall govern the parties rights.
5.2 Technological Upgrades. It is the intent of City that the New Digital Billboards be kept operational and in first class condition, and competitive with the best available technologies in the industry. This will be a part of the annual compliance review and discussed by the parties when the Developer is considering whether to extend for any Extended Term.
Notwithstanding the foregoing, Developer shall not be required to actually install an upgrade more frequently than once every 10 years and may be required to do so upon term extension in Section 2.4.1.
5.3 City Right of Access . The City, its officers, employees, agents and contractors, shall, in the exercise of the City’s police power, have the right, at their sole risk and expense, to enter the Site consistent with any rights the City has obtained by virtue of a recorded easement or other property interests or, if no such interests exist, upon exercise of its police power . If an emergency repair to a public improvement or public facility on the Site is required Developer acknowledges that the City may exercise its police power to enter the Site and conduct such repair after providing Developer and the Site owner with reasonable advance notice. The City also may access the Site in order to implement any of its lawful police powers to address any nuisance, dangerous condition, or other condition prohibited under the City’s ordinances.
6. DEFAULT AND REMEDIES.
6.1 Termination of Agreement.
6.1.1 Termination of Agreement for Material Default of Developer. City, in its discretion, may terminate this Agreement upon written notice to Developer for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply with the terms of this Agreement (hereinafter referred to as “default” or “breach”); provided, however, City may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5. 3. In the event of a termination by City under this Section
6.1.1, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the Processing Fee and the Development Fee paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty
01135.0001/938204.2 12
(60) days after the date of termination and removal of the New Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that City terminates this Agreement under this Section 6.1.1 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of the Processing Fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.
6.1.2 Termination of Agreement for Material Default of City . Developer, in its discretion, may terminate this Agreement upon written notice to City for any material failure of City to perform any material duty or obligation of City hereunder or to comply in with the terms of this Agreement; provided, however, Developer may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5. 3. In addition, Developer may terminate this Agreement upon written notice to City, if despite Developer’s good faith efforts, it is unable to secure the Development Approvals and any other necessary approvals and/or compliance with requirements under laws necessary to effectuate the Project is not feasible. In the event of a termination by Developer under this Section 6.1.2, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the Processing Fee and the Development Fee, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard digital display faces that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that Developer terminates this Agreement under this Section 6.1.2 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of the Processing Fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.
6.1.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to (i) any default in the performance of the provisions of this Agreement which has occurred prior to said termination, (ii) Developer’s obligation to remove the digital display faces on the New Digital billboard pursuant to Section 4.1 or (iii) any continuing obligations to indemnify other parties.
6.2 Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non- defaulting party shall have the right to: (i ) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (ii) bring any action at law or in equity to compensate the non-defaulting party for all the detriment proximately caused by the defaulting party’s default; provided, however, that Developer’s sole and exclusive remedy shall be specific performance and Developer shall not have the right to recover monetary damages (compensatory, consequential, punitive, or other ) against the City other than attorneys’ fees to the extent provided in Section 8.11 below, and the City shall only have the right to recover actual, direct damages (and not consequential or punitive damages) against Developer, as well as attorneys’ fees to the extent provided in Section 8.11 below.
7. INSURANCE, INDEMNIFICATION AND WAIVERS.
7.1 Types of Insurance.
7.1.1 Liability Insurance. Beginning on the Effective Date hereof and until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be kept
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in force for the mutual benefit of City, as additional insured, and Developer comprehensive broad form general liability insurance covering Developer’s possession and use of the Site and providing protection of at least Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) in the aggregate for any accidents or occurrences, and at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to City evidence that any contractors with whom Developer has contracted for the performance of any work for which Developer is responsible maintains the same limits of coverage, as specified above. Developer shall provide to the City annual proof of ins urance consistent with terms and conditions of this agreement.
7.1.2 Worker’s Compensation. Developer shall also furnish or cause to be furnished to City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker’s compensation insurance as required by law.
7.2 Insurance Policy Form, Suff iciency, Content, and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies qualified to do business by California with an AM Best Rating of no less than “A”. All such policies shall be non-assignable and shall contain language, to the extent obtainable, to the effect that (i) the policies are primary and noncontributing with any insurance that may be carried by City, but only with respect to the liabilities ass umed by Developer under this Agreement; and (ii) the policies cannot be canceled or materially changed by Developer except after written notice by Developer to City or City’s designated representative and the City’s approval thereof. Developer shall furnish City with certificates of insurance evidencing that Developer has complied with the requirements of this paragraph 7.1.1.
7.3 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits:
7.3.1 For insurance required above, within seven (7) days after the Effective Date or consistent with the requirements of Exhibit “E” (Schedule of Performance), Item No. 8.
7.3.2 The City can request current certificates of all insurance policies as required. The City reserves the right to obtain copies of relevant policy forms and endorsements of the required insurance policies.
Developer’s failure or refusal to procure or maintain insurance as required herein or failure or refusal to furnish City with proof that the required insurance has been procured and is in full force and effect may, after complying with the requirements of Section 5.3, be deemed a default under the terms of this Agreement.
7.4 Indemnification.
7.4.1 General. Developer shall indemnify the City, and its respective officers, employees, an d/or agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein “claims or liabilities”) that may be asserted or claimed by any person(s), firm, or entity arising out of or in connection with this
01135.0001/938204.2 14
Agreement and/or the work, oper ations, or activities of Developer, its agents, employees, subcontractors, and/or invitees, hereunder, upon the Site. (a) Developer will defend any action or actions filed in connection with any of said claims or liabilities covered by the indemnification provisions herein and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith, which attorneys will be the attorneys hired by the insurance company where insurance coverage applies.
(b) Developer will promptly pay any judgment rendered against the City or its respective officers, agents, or employees that falls within the scope of Developer’s indemnity obligations, as defined above in paragraph 7.2.1.
7.4.2 Exceptions. The foregoing indemnity shall not include claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents, or employees or contractors . The foregoing indemnity shall also not include claims or liabilities arising from City’s use of Developer’s advertising space pursuant to paragraph 2.9.1 above.
7.4.3 Additional Coverage. Without limiting the generality of the foregoing, Developer’s indemnity obligation shall include any liability arising by reason of any accident or other occurrence caused by Developer in or on the Site causing injury to any person or property;
7.4.4 Loss and Damage. Except as set forth below, City shall not be liable for any damage to property of Developer or others located on the Site, nor for the loss of or damage to any property of Developer or others by theft or otherwise. Except as set forth below, City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the Site or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical condition of the Site, or by any other cause of whatsoever nature. The provisions of this subparagraph (a) shall not apply (i) to the extent City or its agents, employees, subcontractors, invitees or representatives causes such injury or damage, or (ii) to the extent covered in any permit to enter the Site executed by the City.
7.4.5 Period of Indemnification. The obligations for indemnity under this Section 7.2 shall begin upon the Effective Date and shall survive termination of Development Agreement.
8. MISCELLANEOUS PROVISIONS.
8.1 Recordation of Agreement . This Agreement shall be recorded with the County Recorder by the City Clerk within ten (10) days of execution, as required by Government Code Section 65868.5. Amendments approved by the parties, and any cancellation, shall be similarly recorded.
8.2 Entire Agreement . This Agreement sets forth and contains the entire understanding and agreement of the parties with respect to the subject matter set forth 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. No testimony or evidence of any such representations, understandings or covenants shall be
01135.0001/938204.2 15
admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement.
8.3 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, then that term, provision, covenant or condition of this Agreement shall be stricken and the remaining portion of this Agreement shall remain valid and enforceable if that stricken term, provision, covenant or condition is not material to the main purpose of this agreement, which is to allow the Project to be permitted and operated and to provide the Development Fee to the City; otherwise, this Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which agreement shall not be unreasonably withheld.
8.4 Interpretation and Governing Law . This Agreement and any dispute arising hereunder shall be governed and interpreted in accordance with the laws of the State of California. This Agreement shall be construed as a whole according to its fair language and common meaning, to achieve the objectives and purposes of the parties hereto. The rule of construction, to the effect that ambiguities are to be resolved against the drafting party or in favor of the non-drafting party, shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and hereof.
8.5 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.
8.6 Waiver. Failure of a party to insist upon the strict performance of any of the provisions of this Agreement by the other party, or the failure by a party to exercise its rights upon the default of the other party, shall not constitute a waiver of such party’s right to insist and demand strict compliance by the other party with the terms of this Agreement thereafter.
8.7 No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the parties and their owner, successors, and assigns. No other person shall have any right of action based upon any provision of this Agreement.
8.8 Force Majeure. Notwithstanding the contrary herein, neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, rains, winds, wars, pandemics, epidemics, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control (including the party’s employment force), government actions and regulations (other than those of the City), court actions (such as restraining orders or injunctions), or other causes beyond the party’s reasonable control . The party claiming a force majeure must give written notice within ten (10) days of the commencement of the claimed delay.
8.9 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the party benefited thereby of the covenants to be performed hereunder by such benefited party.
8.10 Counterparts. This Agreement may be executed by the parties in counterparts, which counterparts shall be construed together and have the same affected as if all of the parties had executed the same instrument.
8.11 Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity
01135.0001/938204.2 16
of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county . Service of process on City shall be made in accordance with California law . Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. In the event of any a ction between City and Developer seeking enforcement or interpretation of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys’ fees.
8.12 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the Development of the Project is a private Development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement . No partnership, joint venture or other association of any kind is formed by this Agreement. City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private Development into a “public work” project, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer’s private project into a public work project, it being understood that this Agreement is entered into by City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement which are incorporated into this Agreement and made a part hereof, and that City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement.
8.13 Further Actions and Instruments. Each of the parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either party at any time, the other party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement.
8.14 Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by City of its power of eminent domain or Developer’s right to seek and collect just compensation or any other remedy available to it.
8.15 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements . The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters . Minor, non-material modifications may be approved by the City Manager upon approval by the City Attorney.
8.16 Notices. All notices under this Agreement shall be effective when delivered by United States Postal Service mail, registered or certified, postage prepaid return receipt requested; and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing by providing notice to the other party:
01135.0001/938204.2 17
To City: City of Bell
6330 Pine Ave.
Bell, California 90201
Attn: City Manager
To Developer: Clear Channel Outdoor, LLC
19320 Harborgate Way
Torrance, CA 90501
Attn: Vice President, Real Estate & Public Affairs
With Copy To: Clear Channel Outdoor, LLC
2325 E. Camelback Road, Suite 250
Phoenix, AZ 85016
Attn: Operations Counsel
8.17 Nonliability of City Officials. No officer, official, member, employee, agent, and/or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, and/or representative.
8.18 No Brokers. City and Developer represent and warrant to the other that neither has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorneys’ fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder’s fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder’s fee.
8.19 No Amendment of Lease. Nothing contained in this Agreement shall be deemed to amend or modify any of the terms or provisions of the Lease. Nothing contained in this Agreement shall constitute or be deemed to constitute a limit on any of Developer’s obligations under the Lease, or any of Owner’s rights or remedies against Developer under the Lease.
8.20 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this A greement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound.
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.
01135.0001/938204.2 18
City: CITY OF BELL
By:
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM:
City Attorney
Developer:
CLEAR CHANNEL OUTDOOR, LLC,
a Delaware limited liability company
Bryan Parker, Executive Vice President
[end of signatures]
01135.0001/938204.2 19
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 Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, 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 laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
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 Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, 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 laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Signature
01135.0001/938204.2 A-1
EXHIBIT “A”
LEGAL DESCRIPTION OF SITE AND SITE PLAN
The provisions of this agreement shall only apply to the “Site” as shown here. The Site is a portion of Owner Property described as:
Gage SS 90' W/O King panel It's 4438 & 4439
APN: 6326-004-031
The following described real property in the City of Bell, County of Los Angeles, State of California:
THE SOUTH 110 FEET OF THE NORTH 120 FEET OF LOT 34, OF THTE CLUTTER AND LONG
TRACT, IN THE CITY OF BELL , COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 12 PAGE 153 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OP SAID COUNTY.
01135.0001/938204.2 A-2
4612 East Gage Avenue. Bell, CA. 90201
APN 6326-004-031
01135.0001/926610.2 B-1
EXHIBIT “B”
Description of New Digital Billboard
CCO will replace the existing printed display faces in place as a double-faced 12’ x 25’ outdoor advertising sign with digital display at 4612 East Gage Avenue. #4438 Facing West
01135.0001/926610.2 B-2
#4439 Facing East
01135.0001/926610.2 B-3
EXHIBIT “C”
Removed Sign
CCO will remove the existing double-faced 12’ x 25’ outdoor advertising sign at 4644 East Florence Avenue #4349 and #4350.
#4349 Facing West
01135.0001/938204.2 D-1
#4350 Facing East
01135.0001/938204.2 D-2
EXHIBIT “D”
SCOPE OF DEVELOPMENT INCLUDING SIGN PLANS
Developer and City agree that the Development shall be undertaken in accordance with the terms of the Agreement, which include the following:
1. Project. Developer shall relocate in place the existing printed sign faces and shall convert it to the New Digital Billboard with digital display faces in accordance with the terms of this Agreement. The existing structure will have two (2) new digital display faces (each display face measuring approximately 12’ x 25’) within the Site.
2. Building Fees. Developer shall pay all applicable City planning and building fees, as described in this Agreement, at the time the time the Project is submitted to the appropriate City Department.
3. Maintenance and Access . Developer, for itself and its successors and assigns, hereby covenants, and agrees to be responsible for the following:
(a) The existing sign structure shall be painted black prior to the Effective Date.
In addition, any existing ladders or other ancillary structures which are not required for a digital sign shall be removed prior to the Effective Date. On-going maintenance and repair of the New Digital Billboard and Site (where authorized pursuant to the Site Lease) including but not limited to, the displays installed thereon, and all related on- Site improvements, easements, rights -of-way at its sole cost and expense . Developer’s maintenance and repair obligation shall include, without limitation, maintaining any poles, lighting, signs and walls in good repair and free of graffiti, rubbish, debris and other hazards to persons using the same. Developer shall maintain and repair the New Digital Billboard digital display faces in accordance with all applicable laws, rules, ordinances and regulations of all federal, State, and local bodies and agencies having jurisdiction over the Site [unless those federal, State, and local bodies have an exception for a legal nonconforming use]. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Project; (ii) replacement of any fixtures, equipment or property damaged by the Project to the extent required by this Agreement or applicable law; (iii) the ongoing maintenance by the Developer of any access points to the New Digital Billboard to minimize dust caused by the Project; and (iv) the repair, replacement and repainting of the New Digital Billboard structure and display faces as necessary to maintain such billboard in good condition and repair. (b) Maintenance of the Site (where authorized pursuant to the Site Lease) in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance of the New Digital Billboard digital display faces or structure such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within three hundred (300) feet of Site.
4. Other Rights of City. In the event of any violation or threatened violation of any of the provisions of this Exhibit “D,” then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of this Agreement, the City shall have the right, after complying with Section 5.3 of this Agreement, (i) to enforce the provisions hereof by undertaking
01135.0001/938204.2 D-3
any maintenance or repairs required by Developer under Paragraph 3 above (subject to the execution of a permit to enter in form reasonably acceptable to Owner) and charging Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or revoke in the manner proscribed by law, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the New Digital Billboard digital display faces.
5. No City Liability. The granting of a right of enforcement to the City does not create a mandatory duty on the part of the City to enforce any provision of this Agreement. The failure of the City to enforce this Agreement shall not give rise to a cause of action on the part of any person. No officer or employee of the City shall be personally liable to the Developer, its successors, transferees, or assigns, for any default or breach by the City under this Agreement.
6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Digital Billboard digital display faces and, where stated, on the Site, shall conform to all applicable provisions of the Code and the following conditions, in a manner subject to the approval of the Planning Manager or designee:
(a) A building permit will be required and structural calculations shall be prepared by a licensed civil engineer and approved by the City Building Official. (b) The New Digital Billboard shall remain located on the Site as described in attached Exhibit A and as set forth herein and based on dimensions described in Section 1, above.
(c) The size of each digital display face of the New Digital Billboard shall not exceed a maximum area of 300 square feet with no extensions or borders. (d) Plans and specifications for the proposed installation of the New Digital Billboard digital display faces, including all utility plans, shall be submitted to the City Planning and Building Departments for plan check and approval prior to the issuance of building permits.
(e) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City.
(f) Developer shall maintain the Site and use thereof in full compliance with all applicable codes, standards, policies and regulations imposed by the City, County, State or federal agencies by any duly and valid city, county or state ordinance with jurisdic tion over the facilities, unless the Project is exempted as a legal nonconforming use. (g) The Developer shall pay any and all applicable fees due to any public agency pertaining to the New Digital Billboard digital display f aces prior to the final issuance of the building permits.
(h) The activities proposed in this Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way.
01135.0001/938204.2 D-4
(i) All graffiti shall be adequately and completely removed or painted over within 48 hours of notice to Developer of such graffiti being affixed on the New Digital Billboard.
(j) Dev
eloper shall comply with the standards as adopted by the Outdoor Advertising Association of America, Inc. (OAAA), including but not limited to, the 0.3 foot- candl
es limitation over ambient light levels at 1 50 feet, and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic diming capabilities, as well as providing the City’s Planning Manager or designee with a designated Developer employee’s phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City’s Planning Manager or designee, Developer shall perform a brightness measurement of the display using OAAA standards and provide City with the results of same within 15 days of the City’s complaint. The City may also request a brightness measurement as a part of the review under Section 5.1.
Developer shall dim the display to the appropriate setting immediately upon the conclusion of any such measurement concluding that the light standards were exceeded. (k)
In the event ten percent (10%) or more of the digital sign face is not operating correctly or in the event of a malfunction, Developer shall immediately turn the entire display off, or show a one hundred percent (100%) black image on the display until corrected.
(l) The interval between the change in digital content shall be a minimum of eight (8) seconds and the images shall change instantaneously, without special transitional effects.
(m) For each sign removal, when all existing static panels are removed as part of the required take-down, Developer shall also remove all structural elements of the sign to existing grade, including the removal and “safe-off” of the existing electrical panel.
01135.0001/938204.2 E-1
EXHIBIT “E”
Schedule of Performance
ITEM OF PERFORMANCE TIME FOR PERFORMANCE REFERENCE
City Council Hearings to Approve
this Agreement
December 6, 2023 (First Reading)
December 13, 2023 (Second Reading)
G & I
Effective Date of this Agreement 30 days following City Council’s Second Reading - January 12, 2024
N/A
Developer pays One-time
Processing Fee.
Upon Planning Application Submittal 2.5.2
Developer prepares and submits to
City working drawings,
specifications, and engineering for
plan check.
No later than fifteen (15) days from the
Effective Date
N/A
City to approve all construction and
engineering drawings and
specifications with plan check
approval and issues a building
permit and electrical permit.
Within 30 days of City’s receipt of
submittals.
N/A
City to approve demolition permit
to remove existing billboard signs,
structures, and equipment.
Within 30 days of City receipt of
submittals.
N/A
Developer submits proof of
insurance.
Within seven (7) calendar days of
Effective Date of Agreement
7.3.1 Developer constructs billboard sign
conversions and removes existing
billboard signs, structures, and
equipment.
No later than sixty (60) days from the
receipt of building permits
N/A
Developer pays City One-Time
Economic Fee.
1st day of the month following Effective
Date of Agreement
2.5.3 Developer pays City Annual
Installments per Developer Fee
Schedule.
1st installment due on the 1st day of the
month following Effective Date of
Agreement. Monthly installments shall
continue on the first day of each
subsequent month of the term of this
Agreement.
2.5.1
Report Date: 12/13/23
Issuer / Book Market % of YTM
CUSIP Security Value Value * Portfolio (Market Y)
LAIF 20,069,217 20,069,217 65.30% 3.67%
See Attached Asset-Backed Security 873,789 857,010 2.80% 5.93% See Attached Agency Issues 1,508,841 1,464,908 4.77% 5.33% See Attached Commercial Mortagage 518,157 505,564 1.65% 5.44% See Attached Commercial Paper 201,350 201,350 0.66% 5.93% See Attached Corporate 2,714,927 2,646,894 8.61% 5.78%
See Attached Money Market 22,787 22,787 0.08% 4.97%
See Attached Municipal Bonds 101,615 100,291 0.33% 5.43% See Attached Supranational 774,532 756,137 2.46% 5.37%
See Attached US Treasury 4,272,903 4,082,724 13.27% 5.15% Accrued Interest 61,433 0.20%
Totals 31,058,118 $ 30,768,314 $ 100%
Bank Account Balances:
Wells Fargo Bank Stagecoach Sweep General Checking: 1,787,573.65 $ Wells Fargo Bank Commercial Checking Choice IV-Public Funds: 278,684.00 Wells Fargo Bank Bell Community Housing Authority Checking Account: 1 -
Wells Fargo Bank Payroll Account: 2
-
Wells Fargo Bank Worker's Compensation Account: 3
75,079.04
2,141,336.69$
The City's investment and banking liquidity is adequate for it to meet its expenditure requirements for the next 180 days. There have been no variances to the City Investment Policy. 1 The Bell Community Housing Authority Account - This bank account segregates the financial activities pertinent of the Housing Authority, Fund 90.
This bank account was transitioned to zero balance account (ZBA) status in 2013 and is reconciled to the City's General Ledger. 2 Payroll Account - This bank account segregates payroll activities. This bank account was transitioned to zero balance account (ZBA) status in 2013 and is reconciled to the City's General Ledger. 3 Workers' Compensation - This bank account was established for joint access by City Staff and the City's third -party administrator, AdminSure, to administer workers' compensation programming.
The account is reimbursed by bank transfers as necessary. * Current market valuation is required for investments with maturities of more than twelve months. MV includes accrued interest earned as of 10/31/2023.
City of Bell Investment Report
LAIF Deposit and Core Investments
October 2023
MONTH FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24
JULY 25,320,562.61$ 27,158,657.80 $ 36,441,274.21 $ 34,062,482.19 $ AUGUST 23,739,062.20 28,268,929.13 35,223,821.96 $ 33,390,312.50 $ SEPTEMBER 21,690,804.87 26,397,025.57 32,811,437.12 $ 34,034,650.49 $ OCTOBER 21,605,826.32 26,237,986.42 31,444,024.32 $ 33,199,454.80 $ NOVEMBER 22,017,659.98 25,741,196.73 31,238,472.56 $ DECEMBER 24,124,656.89 28,966,073.71 33,614,575.25 $ JANUARY 27,425,271.30 33,505,081.56 36,436,046.86 $ FEBRUARY 25,221,695.57 33,233,351.99 37,509,622.83 $ MARCH 25,161,017.39 32,837,890.46 36,515,694.26 $ APRIL 25,811,974.54 34,829,178.84 37,952,579.87 $ MAY 28,685,142.78 37,384,223.90 41,029,417.85 $
JUNE 28,279,502.12 38,524,813.01 41,641,408.12 $ City of Bell
Historical Summary of Invested Funds & Bank Deposits
Report Date: 12/13/23
Issuer / Book Market % of YTM
Security Value Value * Portfolio (Purchase Y)
LAIF 668,115 668,115 100.00% 3.67%
Totals 668,115$ 668,115 $ 100.00%
Bank Account Balances:
Wells Fargo Bank Successor to RDA: 590,352.81$
* Current market valuation is required for investments with maturities of more than twelve months.
City of Bell Successor to Redevelopment Agency - This bank account segregates the financial activities of the Successor Agency and is reconciled to the City's General Ledger each month. * Current market valuation is required for investments with maturities of more than twelve months. MV includes accrued interest earned as of 06/30/2023.
Bell Successor Agency Investment Report
October 2023
All Investments
MONTH FY 2020-21 FY 2021-22 FY 2022-23 FY 2023-24
JULY 2,652,039.24$ 2,634,143.35 $ 2,596,401.97 $ 2,926,113.98 $ AUGUST 2,653,373.37 2,601,063.64 2,591,745.15 $ 2,925,008.88 $ SEPTEMBER 986,026.30 890,531.10 852,536.05$ 1,235,549.02$ OCTOBER 995,957.79 886,165.69 856,629.31$ 1,258,468.03$ NOVEMBER 995,957.04 876,829.70 843,758.80$
DECEMBER 995,914.01 873,108.41 841,336.47$
JANUARY 1,895,562.17 1,459,106.09 1,265,533.12 $
FEBRUARY 1,747,081.95 1,325,546.77 1,262,014.62 $ MARCH 1,140,655.41 1,014,355.71 1,077,986.33 $
APRIL 1,144,094.97 1,000,743.36 1,073,088.31 $
MAY 1,131,195.10 994,985.29 1,044,488.11 $
JUNE 2,770,827.46 2,595,074.09 2,912,224.74 $
Community Redevelopment Agency / Successor Agency
Historical Summary of Invested Funds & Bank Deposits
STAGECOACH SWEEP
WELLS FARGO BANK, N.A.
P.O. BOX 63020
THIS STATEMENT COVERS 10/01/2023 THROUGH 10/31/2023
FUNDS HELD ON COMPANY'S BEHALF IN THE OMNIBUS DEPOSIT ACCOUNT AT BANK ARE
DEPOSITS AND ARE ELIGIBLE FOR FDIC INSURANCE IN ACCORDANCE WITH FDIC RULES AND LIMITS. COMPANY'S MMMF SHARES HELD IN THE OMNIBUS INVESTMENT ACCOUNT IN BANK'S
NAME AT THE CUSTODIAN OF THE MMMF ARE NOT DEPOSITS AND ARE NOT ELIGIBLE FOR FDIC INSURANCE. COMPANY IS THE OWNER OF ITS MMMF SHARES.
ALLSPRING TREASURY PLUS MMF A CLS
Transaction Detail
Daily Balance Information
Date Investment Balance Annualized Fund Yield Daily Dividend Factor Daily Accrual 10-01* 1,874,060.84 4.836 % .000132519 248.35
10-02 1,874,060.84 4.812 % .000131838 247.07
SAN FRANCISCO, CA 94163 Page 1 of 2
CITY OF BELL
GENERAL FUND OPERATING
ATTN CITY TREASURER
6330 PINE AVE
BELL CA 90201-1221
Account Number - DDA
10-01-2023 Beginning Balance 1,950,817.54
10-02-2023 Sweep Funds Return To DDA 83,972.88
10-02-2023 Reinvested Dividend 7,216.18
10-03-2023 Next Day Sweep Purchase 151,097.02
10-04-2023 Sweep Funds Return To DDA 205,408.72
10-05-2023 Sweep Funds Return To DDA 67,086.56
10-06-2023 Sweep Funds Return To DDA 394,618.45
10-10-2023 Sweep Funds Return To DDA 160,267.67
10-11-2023 Sweep Funds Return To DDA 57,331.29
10-12-2023 Sweep Funds Return To DDA 57,601.95
10-13-2023 Sweep Funds Return To DDA 457,980.29
10-16-2023 Sweep Funds Return To DDA 126,781.45
10-17-2023 Next Day Sweep Purchase 196,494.74
10-18-2023 Next Day Sweep Purchase 436,801.99
10-19-2023 Next Day Sweep Purchase 19,262.41
10-20-2023 Sweep Funds Return To DDA 441.71
10-23-2023 Next Day Sweep Purchase 94,181.56
10-24-2023 Sweep Funds Return To DDA 20,053.53
10-25-2023 Next Day Sweep Purchase 352,315.10
10-26-2023 Next Day Sweep Purchase 600,270.03
10-27-2023 Sweep Funds Return To DDA 270,171.62
10-30-2023 Sweep Funds Return To DDA 80,434.34
10-31-2023 Sweep Funds Return To DDA
38,732.46
10-31-2023 Ending Balance 1,787,573.65
FUND SUMMARY
Dividends Earned YTD 65,199.52
Federal Withholding YTD .00
7-Day Simple Yield 4.84527 %
Federal Withholding .00
Beginning Balance 1,950,817.54
Prior Months Dividends Reinvested 7,216.18 +
Shares Purchased 1,850,422.85 +
Shares Redeemed 2,020,882.92 -
Ending Balance 1,787,573.65
Dividends Earned in Current Month 5,519.03
Funds Pending Investment 41,283.37
STAGECOACH SWEEP
Date Investment Balance Annualized Fund Yield Daily Dividend Factor Daily Accrual 10-03 2,025,157.86 4.823 % .000132137 267.60
10-04 1,819,749.14 4.821 % .000132103 240.39
10-05 1,752,662.58 4.812 % .000131857 231.10
10-06 1,358,044.13 4.826 % .000132240 179.59
10-07* 1,197,776.46 4.826 % .000132240 158.39
10-08* 1,197,776.46 4.826 % .000132240 158.39
10-09* 1,197,776.46 4.826 % .000132240 158.39
10-10 1,197,776.46 4.825 % .000132194 158.34
10-11 1,140,445.17 4.830 % .000132345 150.93
10-12 1,082,843.22 4.830 % .000132341 143.30
10-13 624,862.93 4.861 % .000133186 83.22
10-14* 498,081.48 4.861 % .000133186 66.34
10-15* 498,081.48 4.861 % .000133186 66.34
10-16 498,081.48 4.819 % .000132053 65.77
10-17 694,576.22 4.862 % .000133209 92.52
10-18 1,131,378.21 4.835 % .000132479 149.88
10-19 1,150,640.62 4.836 % .000132520 152.48
10-20 1,150,198.91 4.838 % .000132559 152.47
10-21* 1,150,198.91 4.838 % .000132559 152.47
10-22* 1,150,198.91 4.838 % .000132559 152.47
10-23 1,244,380.47 4.827 % .000132269 164.59
10-24 1,224,326.94 4.837 % .000132545 162.28
10-25 1,576,642.04 4.841 % .000132642 209.13
10-26 2,176,912.07 4.842 % .000132677 288.83
10-27 1,906,740.45 4.844 % .000132739 253.10
10-28* 1,826,306.11 4.844 % .000132739 242.42
10-29* 1,826,306.11 4.844 % .000132739 242.42
10-30 1,826,306.11 4.845 % .000132752 242.45
10-31 1,787,573.65 4.859 % .000133132 237.98
TOTAL MTD 5,519.00
* Indicates non-business day
THANK YOU FOR BANKING WITH WELLS FARGO.
MONEY MARKET MUTUAL FUNDS (EACH, A "MMMF") ARE NOT FDIC INSURED, HAVE NO BANK GUARANTY AND MAY LOSE VALUE.
An Investment in a MMMF is not insured by the Federal Deposit Insurance Corporation or any other government agency. Although the MMMF's seek to preserve the value of customer's investment at $1.00 per share, it is possible to lose money by investing in a MMMF.
Allspring Funds Management, LLC, a wholly owned subsidiary of Allspring Global Investments Holdings, LLC ("Allspring Global"), provides investment advisory and administrative services for the Allspring Funds?. Other subsidiaries of Allspring Global provide sub-advisory and other services for the funds. The funds are distributed by Allspring Funds Distributor, LLC, Member FINRA/SIPC, a subsidiary of Allspring Global.
This material must be accompanied or preceded by a current prospectus for name of the Fund(s) selected. Please read the prospectus carefully before investing.
10/01/2023 - 10/31/2023
Account Number - DDA
Choice IV-Public Funds {NIB}
Account number: October 1, 2023 - October 31, 2023 Page 1 of 9 Prior account number: 145398000
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
(182)
Questions?
Call your Customer Service Officer or Client Services
1-800-AT WELLS (1-800-289-3557)
5:00 AM TO 6:00 PM Pacific Time Monday - Friday
Online: wellsfargo.com
Write: Wells Fargo Bank, N.A. (182)
PO Box 63020
San Francisco, CA 94163
CITY OF BELL
GENERAL FUND OPERATING
ATTN CITY TREASURER
6330 PINE AVE
BELL CA 90201-1221
Account summary
Choice IV-Public Funds {NIB}
Account number Beginning balance Total credits Total debits Ending balance $63,428.00 $5,065,727.10 -$4,850,471.10 $278,684.00
Credits
Deposits
Effective
date
Posted
date Amount
Tra
nsaction detail
10/04 10/05 24,082.50 Reversal of Check Posted 10-04-23 Reposted 10-05-23 as Serial 0000081885 Our Ref: 10-04-23 00000000
$24,082.50 Tot
al deposits
Electronic deposits/bank credits
Effective
date
Posted
date Amount
Tra
nsaction detail
10/02 11.92 Southern Califor Single 231002
Just*Energy*Uut*Payment*20230822000070U091323\
10/02 620.06 Square Inc 231002P2 231002 L210833419471 City of Bell 10/02 633.95 Cash Only Customer Deposit
10/02 1,081.25 10/02Bankcard Deposit -0328029700
10/02 3,848.00 LA County Gen-Pymt 230928 500110 NTE*202309275871094 *A2400188847 *500110
10/02 5,280.87 Desktop Check Deposit
10/02 34,515.57 Southern Califor Single 231002 SCG*Uut*Payment*20230822000070U091223\ 10/02 52,009.56 Lacmta Corp Pmt 1194948
2009.56~Dtm|003|20230919~SE|33|0052~GE|0001|18795
10/02 87,757.57 Apport St of CA Apsapports 092723 388 Bell City Treasurer 10/02 246.49 ZBA Funding Account Transfer From
10/03 33.00 10/03Bankcard Deposit -0328029701
10/03 158.00 10/03Bankcard Deposit -0328029700
10/03 276.96 10/03Bankcard Deposit -0328029700
10/03 299.74 Square Inc 231003P2 231003 L210833601803 City of Bell Sheet Seq = 0021933
Sheet 00001 of 00009
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 2 of 9 Prior account number: 145398000
Electronic deposits/bank credits (continued)
Effective
date
Posted
date Amount
Transaction detail
10/03 2,698.02 Active Network, Registrati 000000006074976 Rmr*IV*13823747**2698.02*2698.02*0\Ref*PO*RN 0011
10/03 5,473.90 Desktop Check Deposit
10/03 205,408.72 Sweep Transfer From Investment
10/04 2.25 10/04Bankcard Deposit -0328029701
10/04 169.45 Square Inc 231004P2 231004 L210833779665 City of Bell 10/04 196.60 10/04Bankcard Deposit -0328029700
10/04 275.75 10/04Bankcard Deposit -0328029701
10/04 663.25 Cash Only Customer Deposit
10/04 879.27 Cash Only Customer Deposit
10/04 1,796.23 10/04Bankcard Deposit -0328029700
10/04 67,086.56 Sweep Transfer From Investment
10/05 2.75 10/05Bankcard Deposit -0328029701
10/05 26.75 10/05Bankcard Deposit -0328029701
10/05 235.01 10/05Bankcard Deposit -0328029700
10/05 1,089.43 10/05Bankcard Deposit -0328029700
10/05 10,820.69 Desktop Check Deposit
10/05 78,296.09 ZBA Funding Account Transfer From
10/05 394,618.45 Sweep Transfer From Investment
10/06 93.00 Cash Only Customer Deposit
10/06 213.66 10/06Bankcard Deposit -0328029700
10/06 402.75 10/06Bankcard Deposit -0328029700
10/06 1,376.70 Square Inc 231006P2 231006 L210834291644 City of Bell 10/06 160,267.67 Sweep Transfer From Investment
10/10 2.50 10/10Bankcard Deposit -0328029701
10/10 16.00 10/10Bankcard Deposit -0328029701
10/10 42.70 Square Inc 231010P2 231010 L210835027918 City of Bell 10/10 200.00 Desktop Check Deposit
10/10 209.00 10/10Bankcard Deposit -0328029701
10/10 293.67 10/10Bankcard Deposit -0328029700
10/10 577.40 10/10Bankcard Deposit -0328029700
10/10 695.18 Square Inc 231009P2 231009 L210834847397 City of Bell 10/10 2,408.46 10/10Bankcard Deposit -0328029700
10/10 3,518.92 Desktop Check Deposit
10/10 57,331.29 Sweep Transfer From Investment
10/11 85.43 Square Inc 231011P2 231011 L210835201135 City of Bell 10/11 100.00 10/11Bankcard Deposit -0328029700
10/11 209.00 10/11Bankcard Deposit -0328029701
10/11 300.00 Cash Only Customer Deposit
10/11 648.99 Cash Only Customer Deposit
10/11 710.40 Cash Only Customer Deposit
10/11 818.55 Cash Only Customer Deposit
10/11 6,550.21 Desktop Check Deposit
10/11 57,601.95 Sweep Transfer From Investment
10/12 33.25 10/12Bankcard Deposit -0328029701
10/12 67.93 10/12Bankcard Deposit -0328029700
10/12 76.19 Ce Solutions D Operating Fgwap0000660987 Cagasuut2309 10/12 120.20 10/12Bankcard Deposit -0328029700
Sheet Seq = 0021934
Sheet 00002 of 00009
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 3 of 9 Prior account number: 145398000
Electronic deposits/bank credits (continued)
Effective
date
Posted
date Amount
Transaction detail
10/12 1,896.55 Active Network, Registrati 000000006079129 Rmr*IV*13830552**1896.55*1896.55*0\Ref*PO*RN 0011
10/12 12,722.25 Desktop Check Deposit
10/12 17,280.80 Ce Solutions D Operating Fgwap0000660900 Caelectricityuut2309 10/12 457,980.29 Sweep Transfer From Investment
10/13 4.50 10/13Bankcard Deposit -0328029701
10/13 35.00 10/13Bankcard Deposit -0328029701
10/13 527.25 Cash Only Customer Deposit
10/13 556.40 10/13Bankcard Deposit -0328029700
10/13 1,072.46 Cash Only Customer Deposit
10/13 1,200.40 10/13Bankcard Deposit -0328029700
10/13 2,674.74 WT Fed#05921 Bank of America, N /Org=PMAm Corporation Aaf City of Bell Srf# 2023101300479493 Trn#231013161086 Rfb# SEP 23 Alarm Fee 10/13 8,051.56 Desktop Check Deposit
10/13 126,781.45 Sweep Transfer From Investment
10/16 37.00 Cash Only Customer Deposit
10/16 1,869.49 Desktop Check Deposit
10/16 252,471.78 Southern Califor EDI Paymts 2310100001 003*230901***20^Dtm*003*230930***20^SE*15*94423^G
10/17 59.63 10/17Bankcard Deposit -0328029700
10/17 284.94 Square Inc 231017P2 231017 L210836330078 City of Bell 10/17 293.00 10/17Bankcard Deposit -0328029701
10/17 3,755.44 10/17Bankcard Deposit -0328029700
10/17 19,803.67 Desktop Check Deposit
10/17 500,000.00 WT Seq120972 Cal State Treasurer /Org=State of California - Laif Srf# Ec23101736415575 Trn#231017120972 Rfb# 246023410100028
10/18 2.50 10/18Bankcard Deposit -0328029701
10/18 121.50 Square Inc 231018P2 231018 L210836505710 City of Bell 10/18 359.15 Cash Only Customer Deposit
10/18 417.00 10/18Bankcard Deposit -0328029700
10/18 716.86
Cash Only Customer Deposit
10/18 27,591.31 Desktop Check Deposit
10/18 98,855.49 ZBA Funding Account Transfer From
10/19 2.25 10/19Bankcard Deposit -0328029701
10/19 215.33 10/19Bankcard Deposit -0328029700
10/19 1,340.56 Active Network, Registrati 000000006081141 Rmr*IV*13833327**1340.56*1340.56*0\Ref*PO*RN 0011
10/19 1,748.42 10/19Bankcard Deposit -0328029700
10/19 3,326.76 Square Inc 231019P2 231019 L210836687064 City of Bell 10/19 441.71 Sweep Transfer From Investment
10/20 3.00 10/20Bankcard Deposit -0328029701
10/20 10.00 10/20Bankcard Deposit -0328029700
10/20 209.00 10/20Bankcard Deposit -0328029701
10/20 273.89 Square Inc 231020P2 231020 L210836886751 City of Bell 10/20 1,500.00 Jpmorgan Chase B Payment
Rmr*IV*20213-0003036073**1500.00*1500.00*0.00\
10/20 72,385.18 Apport St of CA Apsapports 101723 388 Bell City Treasurer 10/20 112,236.40 LA County Gen-Pymt 231017 Pta-11600 NTE*202310175891537 *A2400218853 *Pta-11600
10/23 3.00 10/23Bankcard Deposit -0328029701
Sheet Seq = 0021935
Sheet 00003 of 00009
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 4 of 9 Prior account number: 145398000
Electronic deposits/bank credits (continued)
Effective
date
Posted
date Amount
Transaction detail
10/23 66.00 Cash Only Customer Deposit
10/23 700.00 Desktop Check Deposit
10/23 1,450.10 Desktop Check Deposit
10/23 2,401.73 Amer Tower 1942 EDI Paymnt Oct 21 43Rent_40009704 *000001*057369485\Iea*00001*057369485\
10/23 90,610.96 Desktop Check Deposit
10/23 20,053.53 Sweep Transfer From Investment
10/24 305.00 10/24Bankcard Deposit -0328029701
10/24 3,550.22 10/24Bankcard Deposit -0328029700
10/24 6,442.61 Desktop Check Deposit
10/24 259,589.48 CA Dept Tax&Fee Cdtfa-Ltax 101923 19005 City of Bell 10/25 10.00 10/25Bankcard Deposit -0328029700
10/25 130.66 Square Inc 231025P2 231025 L210837811863 City of Bell 10/25 255.50 Cash Only Customer Deposit
10/25 286.15 Cash Only Customer Deposit
10/25 335.58 Cash Only Customer Deposit
10/25 394.06 10/25Bankcard Deposit -0328029700
10/25 522.08 Cash Only Customer Deposit
10/25 2,512.13 LA County Gen-Pymt 231023 500110 NTE*202310225898682 *A2400226633 *500110
10/25 66,816.65 Desktop Check Deposit
10/25 600,000.00 WT Seq135407 Cal State Treasurer /Org=State of California - Laif Srf# Ec23102502585467 Trn#231025135407 Rfb# 246024210100017
10/26 2.00 10/26Bankcard Deposit -0328029701
10/26 100.00 10/26Bankcard Deposit -0328029700
10/26 2,808.59 Active Network, Registrati 000000006083585 Rmr*IV*13839077**2808.59*2808.59*0\Ref*PO*RN 0011
10/26 20,930.96 Desktop Check Deposit
10/26 270,171.62 Sweep Transfer From Investment
10/27 333.14 Square Inc 231027P2 231027 L210838193929 City of Bell 10/27 387.90
Cash Only Customer Deposit
10/27 478.55 Cash Only Customer Deposit
10/27 2,815.52 10/27Bankcard Deposit -0328029700
10/27 18,000.28 Desktop Check Deposit
10/27 80,434.34 Sweep Transfer From Investment
10/30 6.00 Cash Only Customer Deposit
10/30 209.00 10/30Bankcard Deposit -0328029701
10/30 1,203.03 Square Inc 231030P2 231030 L210838626063 City of Bell 10/30 63,086.51 Lacmta Corp Pmt 1196792
3086.51~Dtm|003|20231017~SE|33|0173~GE|0001|19173
10/30 76,056.07 Lacmta Corp Pmt 1196793
6056.07~Dtm|003|20231017~SE|33|0085~GE|0001|19173
10/30 38,732.46 Sweep Transfer From Investment
10/31 25.00 10/31Bankcard Deposit -0328029700
10/31 172.12 Square Inc 231031P2 231031 L210838843104 City of Bell 10/31 482.00 10/31Bankcard Deposit -0328029701
10/31 484.25 10/31Bankcard Deposit -0328029701
10/31 18,683.09 LA County Gen-Pymt 231027 500110 NTE*202310265906550 *A2400243641 *500110
Sheet Seq = 0021936
Sheet 00004 of 00009
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 5 of 9 Prior account number: 145398000
Electronic deposits/bank credits (continued)
Effective
date
Posted
date Amount
Transaction detail
10/31 47,307.02 Lacmta Corp Pmt 1197144
7307.02~Dtm|003|20231020~SE|33|0257~GE|0001|19193
10/31 53,542.26 Lacmta Corp Pmt 1197145
3542.26~Dtm|003|20231020~SE|33|0041~GE|0001|19193
10/31 77,474.90 Apport St of CA Apsapports 102623 388 Bell City Treasurer 10/31 228,684.53 Desktop Check Deposit
$5,041,644.60 Total electronic deposits/bank credits
$5,065,727.10 Total credits
Debits
Electronic debits/bank debits
Effective
date
Posted
date Amount
Transaction detail
10/02 7,848.36 WT Seq456887 City of Bell, Workers C /Bnf=City of Bell, Workers Compensation Srf# Gb00000061457213 Trn#231002456887 Rfb# 2854
10/02 8,628.51 ZBA Funding Account Transfer to
10/02 151,097.02 Sweep Transfer to Investment
10/03 6,700.95 < Business to Business ACH Debit - AFLAC Insurance 092923 Vw090205137 City of Bell
10/03 17,922.30 ZBA Funding Account Transfer to
10/04 398.67 ZBA Funding Account Transfer to
10/04 527.58 ZBA Funding Account Transfer to
10/05 6,342.54 < Business to Business ACH Debit - Calpers 3100 5686383552 100000017228230 10/05 15,605.77 < Business to Business ACH Debit - Calpers 3100 5686383552 100000017228310 10/05 17,120.50 < Business to Business ACH Debit - Calpers 3100 5686383552 100000017228197 10/05 20,294.73 < Business to Business ACH Debit - Calpers 3100 5686383552 100000017228151 10/05 24,306.98 < Business to Business ACH Debit - Calpers 3100 5686383552 100000017228272 10/06 421.36 < Business to Business ACH Debit - Calpers 1800 5686383552 100000017293978 10/06 155,470.51 < Business to Business ACH Debit - Calpers 1800 5686383552 100000017293973 10/10 9,483.28 ZBA Funding Account Transfer to
10/11 20.71 Client Analysis Srvc Chrg 231010 Svc Chge 0923 000004159281427 10/11 32,970.30 ZBA Funding Account Transfer to
10/12 0.15 Bankcard Discount Fee - 0328029701
10/12 0.72 Bankcard Discount Fee - 0328029700
10/12 0.98 Bankcard Discount Fee - 0328029701
10/12 1.42 Bankcard Discount Fee - 0328029701
10/12 1.56 Bankcard Discount Fee - 0328029700
10/12 1.96 Bankcard Fee - 0328029701
10/12 3.19 Bankcard Discount Fee - 0328029700
10/12 3.96 Bankcard Discount Fee - 0328029700
10/12 4.11 Bankcard Fee - 0328029700
10/12 4.38
Bankcard Discount Fee - 0328029701
10/12 34.54 Bankcard Discount Fee - 0328029700
10/12 38.38 Bankcard Interchange Fee - 0328029701
10/12 220.37 Bankcard Interchange Fee - 0328029700
10/12 3,436.74 ACH Prep Origintn - General Fund - File 2956000677 Coid 2956000677 Sheet Seq = 0021937
Sheet 00005 of 00009
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 6 of 9 Prior account number: 145398000
Electronic debits/bank debits (continued)
Effective
date
Posted
date Amount
Transaction detail
10/12 13,645.72 WT Seq454085 City of Bell, Workers C /Bnf=City of Bell, Workers Compensation Srf# Gb00000061676401 Trn#231012454085 Rfb# 2855
10/12 24,870.39 WT Seq454154 City of Bell, Workers C /Bnf=City of Bell, Workers Compensation Srf# Gb00000061677072 Trn#231012454154 Rfb# 2856
10/12 42,332.82 WT Seq454322 City of Bell, Workers C /Bnf=City of Bell, Workers Compensation Srf# Gb00000061678248 Trn#231012454322 Rfb# 2857
10/12 45.00 ZBA Funding Account Transfer to
10/12 317,628.65 ZBA Funding Account Transfer to
10/13 1,047.22 < Business to Business ACH Debit - Expertpay Expertpay xxxxx0677 City of Bell 10/13 138,371.54 ZBA Funding Account Transfer to
10/16 2,580.41 WT Seq456235 City of Bell, Workers C /Bnf=City of Bell, Workers Compensation Srf# Gb00000061752737 Trn#231016456235 Rfb# 2858
10/16 2,283.68 ZBA Funding Account Transfer to
10/16 196,494.74 Sweep Transfer to Investment
10/17 436,801.99 Sweep Transfer to Investment
10/18 5,837.28 < Business to Business ACH Debit - Calpers 3100 5686383552 100000017287897 10/18 15,217.03 < Business to Business ACH Debit - Calpers 3100 5686383552 100000017287973 10/18 16,366.00 < Business to Business ACH Debit - Calpers 3100 5686383552 100000017287851 10/18 20,169.58 < Business to Business ACH Debit - Calpers 3100 5686383552 100000017287811 10/18 23,328.67 < Business to Business ACH Debit - Calpers 3100 5686383552 100000017287935 10/18 19,262.41 Sweep Transfer to Investment
10/19 3,065.03 ZBA Funding Account Transfer to
10/19 441.41 ZBA Funding Account Transfer to
10/20 24,754.61 WT Fed#00771 US Bank, NA /Ftr/Bnf=U.S. Bank National Association Srf# Gw00000061774519 Trn#231017143329 Rfb# 2859
10/20 8,060.64 ZBA Funding Account Transfer to
10/20 94,181.56 Sweep Transfer to Investment
10/23 6,527.58 WT Seq455837 City of Bell, Workers C /Bnf=City of Bell, Workers Compensation Srf# Gb00000061894821 Trn#231023455837 Rfb# 2860
10/23 8,357.95 ZBA Funding Account Transfer to
10/24 135.00 ZBA Funding Account Transfer to
10/24 352,315.10 Sweep Transfer to Investment
10/25 2,662.58
ZBA Funding Account Transfer to
10/25 600,270.03 Sweep Transfer to Investment
10/26 3,346.74 ACH Prep Origintn - General Fund - File 2956000677 Coid 2956000677 10/26 279,803.25 ZBA Funding Account Transfer to
10/27 1,047.22 < Business to Business ACH Debit - Expertpay Expertpay xxxxx0677 City of Bell 10/27 103,790.88 ZBA Funding Account Transfer to
10/30 9.14 ZBA Funding Account Transfer to
10/31 4,802.00 < Business to Business ACH Debit - AFLAC Insurance 102723 Vw090583170 City of Bell
10/31 2,590.79 ZBA Funding Account Transfer to
10/31 489.28 ZBA Funding Account Transfer to
10/31 41,283.37 Sweep Transfer to Investment
$3,293,129.82 Total electronic debits/bank debits
< Business to Business ACH: If this is a business account, this transaction has a return time frame of one business day from post date. This time frame does not apply to consumer accounts.
Sheet Seq = 0021938
Sheet 00006 of 00009
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 7 of 9 Prior account number: 145398000
Checks paid
Number Amount Date Number Amount Date Number Amount Date 81462 61.90 10/02
81590 * 30,000.00 10/25
81621 * 3,260.00 10/12
81644 * 6,405.53 10/10
81715 * 300.00 10/16
81732 * 100.00 10/19
81747 * 2,185.64 10/11
81748 274.78 10/23
81768 * 300.00 10/03
81779 * 581.02 10/06
81785 * 122.00 10/12
81830 * 258.24 10/05
81837 * 130.00 10/10
81839 * 50.00 10/02
81845 * 30,000.00 10/25
81848 * 28,614.97 10/10
81849 83,229.64 10/03
81850 63,612.00 10/03
81851 19,300.00 10/02
81856 * 100.00 10/10
81860 * 50.00 10/02
81863 * 488.80 10/03
81864 3,800.00 10/03
81865 556.01 10/06
81866 1,850.00 10/20
81867 3,675.00 10/13
81868 3,580.75 10/03
81870 * 1,314.25 10/05
81871 34.00 10/04
81872 3,390.00 10/05
81873 1,273.14 10/05
81874 5,826.25 10/03
81875 107.04 10/02
81877 * 3.47 10/04
81878 2,247.00 10/12
81879 175.00 10/03
81880 4,250.00 10/02
81881 2,367.80 10/18
81882 24,082.50 10/04
81882 102.90 10/10
81883 133.00 10/12
81884 3,342.00 10/03
81885 24,082.50 10/05
81886 9,797.76 10/04
81887 345,447.00 10/05
81888 33,842.08 10/05
81889 15,163.85 10/06
81894 * 586.15 10/03
81895 6,702.52 10/04
81896 90.42 10/05
81897 1,000.00 10/03
81898 75,885.50 10/12
81899 41,411.26 10/20
81900 14,310.00 10/10
81901 25,822.84 10/04
81902 15,078.29 10/03
81903 614.61 10/04
81904 614.61 10/04
81905 614.61 10/04
81906 19,748.32 10/11
81908 * 2,672.58 10/02
81909 389.50 10/11
81910 2,331.26 10/05
81911 113.36 10/04
81912 3,201.04 10/10
81914 * 40.00 10/10
81915 3,774.84 10/03
81916 50.00 10/11
81917 1,470.00 10/04
81918 2,554.93 10/04
81919 170.00 10/26
81920 235.01 10/05
81921 87.83 10/02
81922 2,609.25 10/05
81923 783.92 10/12
81924 112.29 10/06
81925 3,056.90 10/04
81927 * 2,253.88 10/03
81928 1,477.32 10/03
81929 676.74 10/06
81931 * 1,141.17 10/03
81932 3,800.00 10/16
81935 * 2,838.84 10/18
81936 150.00 10/19
81937 479.76 10/16
81938 4,627.85 10/17
81939 292.66 10/18
81941 * 4,593.08 10/16
81942 101.84 10/24
81943 18.63 10/18
81944 344.59 10/17
81945 333.32 10/17
81946 2,113.80 10/23
81947 1,450.88 10/16
81948 8,796.00 10/16
81949 1,800.00 10/23
81950 881.31 10/16
81951 95.00 10/27
81952 9,382.72 10/20
81953 500.49 10/26
81954 85.00 10/30
81955 50.00 10/30
81956 7,490.00 10/17
81957 283.22 10/16
81958 270.00 10/17
81959 547.52 10/30
81962 * 110.00 10/17
81963 294.69 10/26
81964 1,653.75 10/16
81965 718.00 10/19
81966 39.38 10/16
81967 487.91 10/18
81968 3,300.00 10/17
81969 179.68 10/16
81970 50.00 10/25
81973 * 1,728.00 10/16
81974 945.50 10/16
81975 29,308.62 10/17
81976 26,521.77 10/17
81977 397.56 10/16
81979 * 3,675.00 10/24
81980 2,196.25 10/16
81981 2,560.00 10/16
81982 42.55 10/17
81983 841.47 10/16
81984 1,695.00 10/19
81985 711.74 10/16
81986 50.00 10/30
81987 111.24 10/16
81988 2,777.50 10/17
81989 516.96 10/16
81990 2,674.00 10/17
81991 1,020.00 10/25
81993 * 3,147.14 10/16
81994 53.39 10/16
81995 113.20 10/19
81996 1,269.24 10/17
81997 50.00 10/25
81999 * 972.00 10/16
82000 524.46 10/10
82001 614.61 10/11
82002 1,575.98 10/10
82003 100.00 10/18
82004 100.00 10/27
82005 106.96 10/10
82006 802.14 10/11
82008 * 4,393.31 10/11
82009 14,247.43 10/16
82010 25,567.80 10/31
82011 17,800.00 10/31
Sheet Seq = 0021939
Sheet 00007 of 00009
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 8 of 9 Prior account number: 145398000
Checks paid (continued)
Number Amount Date Number Amount Date Number Amount Date 82014 * 105,846.40 10/30
82015 18,403.35 10/19
82016 446.86 10/30
82019 * 9,721.15 10/30
82022 * 3,969.00 10/31
82023 516.00 10/31
82024 452.85 10/30
82025 93.00 10/30
82026 232.22 10/31
82027 565.32 10/31
82028 475.00 10/30
82029 150.92 10/30
82033 * 1,100.00 10/31
82034 1,092.09 10/16
82035 214.05 10/30
82036 100.00 10/25
82037 110.39 10/17
82038 697.10 10/17
82039 1,680.00 10/13
82040 100.00 10/13
82041 975.62 10/16
82042 4,635.56 10/16
82043 2,796.87 10/19
82044 483.76 10/17
82045 495.57 10/23
82046 983.98 10/23
82047 3,100.00 10/17
82048 5,961.42 10/19
82049 1,612.43 10/16
82050 1,210.75 10/19
82051 39,900.00 10/30
82053 * 199.73 10/31
82054 5,599.50 10/31
82055 207.56 10/30
82056 3,826.28 10/31
82057 84.35 10/30
82060 * 320.00 10/31
82062 * 604.38 10/31
82063 410.63 10/27
82064 7,530.00 10/30
82065 3,466.25 10/31
82066 4,299.04 10/30
82067 9,382.72 10/30
82068 40.00 10/30
82070 * 120.98 10/31
82071 266.11 10/30
82074 * 2,803.88 10/31
82076 * 626.50 10/30
82077 231.66 10/31
82082 * 1,272.50 10/31
82088 * 1,984.00 10/31
82089 960.74 10/31
82092 * 31,049.40 10/31
82093 15,815.40 10/31
82096 * 22,024.15 10/31
82098 * 11,661.92 10/30
82103 * 2,471.50 10/31
82104 135.00 10/26
82106 * 566.00 10/23
82107 408.37 10/24
82108 2,730.00 10/20
82109 135.00 10/23
82110 75.00 10/31
82111 162.44 10/25
82112 4,246.68 10/20
82114 * 840.66 10/23
82115 100.00 10/30
82117 * 135.00 10/26
82118 56.14 10/25
82119 2,031.62 10/25
82120 676.74 10/30
82121 1,870.61 10/31
82122 950.00 10/30
82146 * 2,548.54 10/31
82147 100.00 10/30
82155 * 1,096.28 10/31
82156 300.00 10/31
82158 * 3,181.04 10/30
82160 * 614.61 10/31
82161 81.20 10/30
$1,557,341.28 Total checks paid
* Gap in check sequence.
$4,850,471.10 Total debits
Daily ledger balance summary
Date Balance Date Balance Date Balance
09/30 63,428.00
10/02 55,280.00
10/03 55,339.00
10/04 50,000.00
10/05 60,628.00
10/06 50,000.00
10/10 50,700.00
10/11 56,550.00
10/12 62,021.00
10/13 58,051.00
10/16 51,869.00
10/17 55,803.00
10/18 77,580.00
10/19 50,000.00
10/20 50,000.00
10/23 143,190.00
10/24 56,442.00
10/25 61,302.00
10/26 70,930.00
10/27 67,936.00
10/30 50,000.00
10/31 278,684.00
Average daily ledger balance $67,799.66
Sheet Seq = 0021940
Sheet 00008 of 00009
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 9 of 9 Prior account number: 145398000
Limits to your Card
Effective on or after August 28, 2023 in Selected Terms and Conditions for - Wells Fargo Consumer debit and ATM cards
- Wells Fargo Campus debit and ATM cards
- Wells Fargo Business debit, ATM, and deposit cards
- Wells Fargo Advisors debit cards
In the section titled "Using your card," under subsection titled "Daily limits and funds available for using your Card" bullet titled "The limits for your Card" is deleted and replaced with:
The limits for your Card: We provide you your daily ATM withdrawal and purchase limits when you receive your Card. You can confirm your Card's daily limits by signing on to Wells Fargo Online or the Wells Fargo Mobile® app, or calling us at the number listed in the "Contact Us" section. Note: For security reasons there may be additional limits on the amount, number, or type of transactions you can make using your Card, including the geographic location of the ATM or merchant.
Please see the Wells Fargo debit and ATM card terms and conditions applicable to your card, which can be found at www.wellsfargo.com/debit-card/terms-and-conditions.
Sheet Seq = 0021941
Sheet 00009 of 00009
Commercial Checking Acct Public Funds
Account number: October 1, 2023 - October 31, 2023 Page 1 of 3 ©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
(182)
Questions?
Call your Customer Service Officer or Client Services
1-800-AT WELLS (1-800-289-3557)
5:00 AM TO 6:00 PM Pacific Time Monday - Friday
Online: wellsfargo.com
Write: Wells Fargo Bank, N.A. (182)
PO Box 63020
San Francisco, CA 94163
CITY OF BELL
BCHA
6330 PINE AVE
BELL CA 90201-1221
Account summary
Commercial Checking Acct Public Funds
Account number Beginning balance Total credits Total debits Ending balance $0.00 $267,320.25 -$267,320.25 $0.00
Credits
Electronic deposits/bank credits
Effective
date
Posted
date Amount
Transaction detail
10/02 348.00 121108250 Ccddeposit 231002 xxxxx0548 Bell Community Housing 10/03 17,922.30 ZBA Balance Account Transfer From
10/04 398.67 ZBA Balance Account Transfer From
10/05 835.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 985.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 1,020.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 1,255.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 1,620.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 1,620.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 1,820.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 1,840.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 2,170.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 2,380.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 4,210.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 4,295.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 11,635.00 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 20,104.31 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/05 22,768.19 Bell Properties Owner Paym 231002 Bell Properties City of Bell 10/10 9,483.28 ZBA Balance Account Transfer From
10/11 32,970.30 ZBA Balance Account Transfer From
10/12 45.00 ZBA Balance Account Transfer From
10/16 2,283.68 ZBA Balance Account Transfer From
10/18 50,000.00 Bell Properties Owner Paym 231017 Bell Properties City of Bell 10/18 50,000.00 Bell Properties Owner Paym 231017 Bell Properties City of Bell 10/19 3,065.03 ZBA Balance Account Transfer From
Sheet Seq = 0018726
Sheet 00001 of 00003
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 2 of 3 Electronic deposits/bank credits (continued)
Effective
date
Posted
date Amount
Transaction detail
10/20 8,060.64 ZBA Balance Account Transfer From
10/23 430.39 Desktop Check Deposit
10/23 8,357.95 ZBA Balance Account Transfer From
10/24 135.00 ZBA Balance Account Transfer From
10/25 2,662.58 ZBA Balance Account Transfer From
10/30 9.14 ZBA Balance Account Transfer From
10/31 2,590.79 ZBA Balance Account Transfer From
$267,320.25 Total electronic deposits/bank credits
$267,320.25 Total credits
Debits
Electronic debits/bank debits
Effective
date
Posted
date Amount
Transaction detail
10/02 246.49 ZBA Balance Account Transfer to
10/05 78,296.09 ZBA Balance Account Transfer to
10/18 98,855.49 ZBA Balance Account Transfer to
$177,398.07 Total electronic debits/bank debits
Checks paid
Number Amount Date Number Amount Date Number Amount Date 8374 7,077.75 10/11
8375 45.00 10/12
8376 17,721.39 10/03
8380 * 21,093.68 10/11
8381 91.88 10/10
8382 332.92 10/04
8383 101.51 10/02
8384 261.41 10/05
8385 65.75 10/04
8386 74.62 10/03
8387 126.29 10/03
8388 92.59 10/16
8389 297.75 10/19
8390 5,912.83 10/20
8391 1,144.51 10/18
8392 2,147.81 10/20
8394 * 2,072.00 10/16
8395 332.92 10/11
8396 9,391.40 10/10
8397 4,465.95 10/11
8398 747.00 10/31
8401 * 119.09 10/16
8402 8,788.34 10/23
8403 2,767.28 10/19
8404 304.00 10/31
8406 * 332.92 10/25
8407 135.00 10/24
8408 2,286.26 10/25
8409 32.36 10/25
8410 11.04 10/25
8414 * 332.92 10/31
8416 * 873.95 10/31
8417 9.14 10/30
8418 332.92 10/31
$89,922.18 Total checks paid
* Gap in check sequence.
$267,320.25 Total debits
Daily ledger balance summary
Date Balance Date Balance Date Balance
09/30 0.00
10/02 0.00
10/03 0.00
10/04 0.00
10/05 0.00
10/10 0.00
10/11 0.00
10/12 0.00
10/16 0.00
Sheet Seq = 0018727
Sheet 00002 of 00003
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 3 of 3 Daily ledger balance summary (continued)
Date Balance Date Balance Date Balance
10/18 0.00
10/19 0.00
10/20 0.00
10/23 0.00
10/24 0.00
10/25 0.00
10/30 0.00
10/31 0.00
Average daily ledger balance $0.00
Limits to your Card
Effective on or after August 28, 2023 in Selected Terms and Conditions for - Wells Fargo Consumer debit and ATM cards
- Wells Fargo Campus debit and ATM cards
- Wells Fargo Business debit, ATM, and deposit cards
- Wells Fargo Advisors debit cards
In the section titled "Using your card," under subsection titled "Daily limits and funds available for using your Card" bullet titled "The limits for your Card" is deleted and replaced with:
The limits for your Card: We provide you your daily ATM withdrawal and purchase limits when you receive your Card. You can confirm your Card's daily limits by signing on to Wells Fargo Online or the Wells Fargo Mobile® app, or calling us at the number listed in the "Contact Us" section. Note: For security reasons there may be additional limits on the amount, number, or type of transactions you can make using your Card, including the geographic location of the ATM or merchant.
Please see the Wells Fargo debit and ATM card terms and conditions applicable to your card, which can be found at www.wellsfargo.com/debit-card/terms-and-conditions.
Sheet Seq = 0018728
Sheet 00003 of 00003
Choice IV-Public Funds {NIB}
Account number: October 1, 2023 - October 31, 2023 Page 1 of 2 Prior account number: 145098007
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
(182)
Questions?
Call your Customer Service Officer or Client Services
1-800-AT WELLS (1-800-289-3557)
5:00 AM TO 6:00 PM Pacific Time Monday - Friday
Online: wellsfargo.com
Write: Wells Fargo Bank, N.A. (182)
PO Box 63020
San Francisco, CA 94163
CITY OF BELL
PAYROLL ACCOUNT
ATTN CITY TREASURER
6330 PINE AVE
BELL CA 90201-1221
Account summary
Choice IV-Public Funds {NIB}
Account number Beginning balance Total credits Total debits Ending balance $0.00 $849,681.10 -$849,681.10 $0.00
Credits
Electronic deposits/bank credits
Effective
date
Posted
date Amount
Transaction detail
10/02 8,628.51 ZBA Balance Account Transfer From
10/04 527.58 ZBA Balance Account Transfer From
10/12 317,628.65 ZBA Balance Account Transfer From
10/13 138,371.54 ZBA Balance Account Transfer From
10/19 441.41 ZBA Balance Account Transfer From
10/26 279,803.25 ZBA Balance Account Transfer From
10/27 103,790.88 ZBA Balance Account Transfer From
10/31 489.28 ZBA Balance Account Transfer From
$849,681.10 Total electronic deposits/bank credits
$849,681.10 Total credits
Debits
Electronic debits/bank debits
Effective
date
Posted
date Amount
Transaction detail
10/02 8,628.51 < Business to Business ACH Debit - Voya NAT Trst182 Spnsr P/R 230929 664486 0001 City of Bell
10/12 317,628.65 ACH Prep Origintn - City of Bell Pay - File 1956000677 Coid 1956000677 10/13 8,628.51 < Business to Business ACH Debit - Voya NAT Trst182 Spnsr P/R 231012 664486 0001 City of Bell
10/13 24,026.98 < Business to Business ACH Debit - Employment Devel EDD Eftpmt 80097165 Txp*80097165*01102*231013*T*000*T*2402698*T*24026
10/13 105,716.05 < Business to Business ACH Debit - IRS Usataxpymt 101323 270368670572381 City of Bell
Sheet Seq = 0021931
Sheet 00001 of 00002
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 2 of 2 Prior account number: 145098007
Electronic debits/bank debits (continued)
Effective
date
Posted
date Amount
Transaction detail
10/26 593.49 WT Fed#03350 Jpmorgan Chase Ban /Ftr/Bnf=NEW York Life Insurance Srf# Gw00000061971075 Trn#231026126657 Rfb# 2861
10/26 279,209.76 ACH Prep Origintn - City of Bell Pay - File 1956000677 Coid 1956000677 10/27 7,778.51 < Business to Business ACH Debit - Voya NAT Trst182 Spnsr P/R 231026 664486 0001 City of Bell
10/27 15,055.08 < Business to Business ACH Debit - Employment Devel EDD Eftpmt 80097165 Txp*80097165*01102*231027*T*000*T*1505508*T*15055
10/27 80,957.29 < Business to Business ACH Debit - IRS Usataxpymt 102723 270370073041035 City of Bell
$848,222.83 Total electronic debits/bank debits
< Business to Business ACH: If this is a business account, this transaction has a return time frame of one business day from post date. This time frame does not apply to consumer accounts.
Checks paid
Number Amount Date Number Amount Date Number Amount Date 40881 527.58 10/04 40882 441.41 10/19 40883 489.28 10/31 $1,458.27 Total checks paid
$849,681.10 Total debits
Daily ledger balance summary
Date Balance Date Balance Date Balance
09/30 0.00
10/02 0.00
10/04 0.00
10/12 0.00
10/13 0.00
10/19 0.00
10/26 0.00
10/27 0.00
10/31 0.00
Average daily ledger balance $0.00
Limits to your Card
Effective on or after August 28, 2023 in Selected Terms and Conditions for - Wells Fargo Consumer debit and ATM cards
- Wells Fargo Campus debit and ATM cards
- Wells Fargo Business debit, ATM, and deposit cards
- Wells Fargo Advisors debit cards
In the section titled "Using your card," under subsection titled "Daily limits and funds available for using your Card" bullet titled "The limits for your Card" is deleted and replaced with:
The limits for your Card: We provide you your daily ATM withdrawal and purchase limits when you receive your Card. You can confirm your Card's daily limits by signing on to Wells Fargo Online or the Wells Fargo Mobile® app, or calling us at the number listed in the "Contact Us" section. Note: For security reasons there may be additional limits on the amount, number, or type of transactions you can make using your Card, including the geographic location of the ATM or merchant.
Please see the Wells Fargo debit and ATM card terms and conditions applicable to your card, which can be found at www.wellsfargo.com/debit-card/terms-and-conditions.
Sheet Seq = 0021932
Sheet 00002 of 00002
Choice IV-Public Funds {NIB}
Account number: October 1, 2023 - October 31, 2023 Page 1 of 3 Prior account number: 145701262
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
(182)
Questions?
Call your Customer Service Officer or Client Services
1-800-AT WELLS (1-800-289-3557)
5:00 AM TO 6:00 PM Pacific Time Monday - Friday
Online: wellsfargo.com
Write: Wells Fargo Bank, N.A. (182)
PO Box 63020
San Francisco, CA 94163
CITY OF BELL
WORKERS COMPENSATION
ATTN CITY TREASURER
6330 PINE AVE
BELL CA 90201-1221
Account summary
Choice IV-Public Funds {NIB}
Account number Beginning balance Total credits Total debits Ending balance $77,993.11 $97,805.28 -$100,719.35 $75,079.04
Credits
Electronic deposits/bank credits
Effective
date
Posted
date Amount
Transaction detail
10/02 7,848.36 WT Seq456887 City of Bell, General F /Org=City of Bell Srf# Gb00000061457213 Trn#231002456887 Rfb# 2854
10/12 13,645.72 WT Seq454085 City of Bell, General F /Org=City of Bell Srf# Gb00000061676401 Trn#231012454085 Rfb# 2855
10/12 24,870.39 WT Seq454154 City of Bell, General F /Org=City of Bell Srf# Gb00000061677072 Trn#231012454154 Rfb# 2856
10/12 42,332.82 WT Seq454322 City of Bell, General F /Org=City of Bell Srf# Gb00000061678248 Trn#231012454322 Rfb# 2857
10/16 2,580.41 WT Seq456235 City of Bell, General F /Org=City of Bell Srf# Gb00000061752737 Trn#231016456235 Rfb# 2858
10/23 6,527.58 WT Seq455837 City of Bell, General F /Org=City of Bell Srf# Gb00000061894821 Trn#231023455837 Rfb# 2860
$97,805.28 Total electronic deposits/bank credits
$97,805.28 Total credits
Debits
Checks paid
Number Amount Date Number Amount Date Number Amount Date 17183 608.38 10/05
17184 531.52 10/05
17247 * 101.18 10/05
17254 * 207.53 10/16
17263 * 193.54 10/10
17264 422.60 10/11
17265 115.92 10/18
17266 424.84 10/18
17268 * 83.90 10/06
17270 * 478.50 10/02
17271 660.00 10/02
17272 890.60 10/04
17273 2,249.90 10/03
17274 264.00 10/02
17275 265.62 10/04
Sheet Seq = 0062903
Sheet 00001 of 00003
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 2 of 3 Prior account number: 145701262
Checks paid (continued)
Number Amount Date Number Amount Date Number Amount Date 17276 179.19 10/02
17278 * 298.14 10/02
17279 267.80 10/03
17280 580.00 10/16
17281 395.24 10/06
17282 110.75 10/10
17283 65.14 10/03
17284 907.50 10/10
17286 * 1,688.25 10/06
17287 191.35 10/04
17288 6,993.00 10/10
17289 580.00 10/16
17290 24,870.39 10/16
17291 164.89 10/11
17292 124.38 10/11
17293 300.93 10/11
17294 247.53 10/11
17295 193.54 10/10
17296 422.60 10/17
17297 122.39 10/11
17298 130.66 10/18
17299 203.95 10/18
17300 223.62 10/10
17301 169.81 10/16
17302 260.80 10/12
17303 83.40 10/10
17304 26,994.62 10/18
17305 15,338.20 10/16
17306 123.32 10/17
17307 122.39 10/18
17308 122.39 10/18
17309 138.58 10/17
17310 198.30 10/12
17311 267.80 10/16
17312 580.00 10/25
17313 110.75 10/17
17314 36.89 10/16
17315 122.39 10/18
17316 122.39 10/18
17317 121.20 10/16
17319 * 265.62 10/24
17320 130.66 10/24
17321 130.66 10/24
17323 * 197.62 10/23
17324 300.08 10/18
17325 148.50 10/23
17326 488.00 10/27
17328 * 81.57 10/19
17329 580.00 10/23
17330 206.59 10/26
17331 164.55 10/26
17332 164.55 10/26
17333 164.55 10/26
17334 142.75 10/26
17335 282.95 10/26
17336 186.76 10/30
17337 192.36 10/26
17338 336.15 10/20
17339 198.99 10/20
17341 * 110.00 10/27
17342 135.44 10/30
17343 182.75 10/30
17344 194.86 10/23
17345 193.54 10/30
17346 422.60 10/26
17347 1,590.00 10/30
17349 * 45.41 10/25
17354 * 162.90 10/27
17355 340.77 10/27
17356 282.61 10/30
17357 267.80 10/31
17359 * 135.44 10/30
17360 135.44 10/30
17361 187.78 10/30
17362 200.99 10/30
17363 95.61 10/31
$100,719.35 Total checks paid
* Gap in check sequence.
$100,719.35 Total debits
Daily ledger balance summary
Date Balance Date Balance Date Balance
09/30 77,993.11
10/02 83,961.64
10/03 81,378.80
10/04 80,031.23
10/05 78,790.15
10/06 76,622.76
10/10 67,917.41
10/11 66,534.69
10/12 146,924.52
10/16 107,333.11
10/17 106,537.86
10/18 77,878.23
10/19 77,796.66
10/20 77,261.52
10/23 82,668.12
10/24 82,141.18
10/25 81,515.77
10/26 79,774.87
10/27 78,673.20
10/30 75,442.45
10/31 75,079.04
Average daily ledger balance $88,540.89
Limits to your Card
Effective on or after August 28, 2023 in Selected Terms and Conditions for Sheet Seq = 0062904
Sheet 00002 of 00003
©2010 Wells Fargo Bank, N.A.
All rights reserved. Member FDIC.
Account number: October 1, 2023 - October 31, 2023 Page 3 of 3 Prior account number: 145701262
- Wells Fargo Consumer debit and ATM cards
- Wells Fargo Campus debit and ATM cards
- Wells Fargo Business debit, ATM, and deposit cards
- Wells Fargo Advisors debit cards
In the section titled "Using your card," under subsection titled "Daily limits and funds available for using your Card" bullet titled "The limits for your Card" is deleted and replaced with:
The limits for your Card: We provide you your daily ATM withdrawal and purchase limits when you receive your Card. You can confirm your Card's daily limits by signing on to Wells Fargo Online or the Wells Fargo Mobile® app, or calling us at the number listed in the "Contact Us" section. Note: For security reasons there may be additional limits on the amount, number, or type of transactions you can make using your Card, including the geographic location of the ATM or merchant.
Please see the Wells Fargo debit and ATM card terms and conditions applicable to your card, which can be found at www.wellsfargo.com/debit-card/terms-and-conditions.
Sheet Seq = 0062905
Sheet 00003 of 00003