Commerce City Council
October 13, 2026

RECORDING REQUESTED BY AND WHEN
RECORDED MAIL TO:

CITY OF COMMERCE
2535 Commerce Way
Commerce, CA 90040
Attn: City Manager
WITH COPY TO:

Morley Justman
6300 Telegraph Rd
Commerce, CA, 90040
Attn: 6300 Telegraph LLC
SPACE ABOVE IS RESERVED FOR RECORDER’S USE
No recording fee required; this document exempt from fee pursuant to 27383 of the Government Code
DEVELOPMENT AGREEMENT NO. BDA-26-01
(6300 Telegraph Road, Commerce, CA 90040; APN: 6336-008-033) This Development Agreement is entered into this ____ day of _________________, 2026 (“Effective Date”) by and between the CITY OF COMMERCE, a California municipal corporation (“City”) and 6300 Telegraph LLC, a California limited liability corporation (“Developer”) (“Agreement”).

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 owns real property commonly known as 6300 Telegraph Road, Commerce, California 90040, in the City of Commerce, in the County of Los Angeles, as shown in the Site Plan attached as Exhibit “A” (“Property”), also known as Assessor’s Parcel Number 6336-008-033 (the “Property”), as more specifically described in Exhibit “B”. The Property measures approximately

2.88 acres in size.

C. Developer seeks to modify and convert a previously approved freeway-oriented onpremise digital sign into an off-premise commercial digital billboard (“Billboard”) featuring a double-sided L.E.D. display (“Digital Display”), each face measuring 20 x 60 feet from the base of the display as depicted on Exhibit “C”, pursuant to the terms of this Agreement. In this Agreement, the Billboard and each Digital Display are sometimes referred to collectively as “Billboard” and sometimes the “Digital Display” is referred to specifically.

D. In exchange for the City’s approval to install the Billboard and the Digital Display thereon, and in order to mitigate any impacts associated with the installation, Developer agrees to:
2 1. Pay to the City development fees and provide other public benefits as set forth in Section 2.5 below; and

2. Install and/or modify an illuminated sign on the Billboard naming the City of Commerce at no cost to City with the final design agreed to between the City and Developer; and

3. Not advertise any content on the Digital Display contrary to the provisions of Section 2.7 below.

4. Install and maintain the Billboard in compliance with all applicable regulations of the Commerce Municipal Code, including but not limited to Chapter 19.25 related to Signs and Advertising.

E. The Property is located in the City’s M-1 (Light Industrial) and has a General Plan land use designation of Industrial.

F. Developer and City Agree that this Agreement should be approved and adopted to memorialize the expectations of City and Developer as more particularly described herein as required under Commerce Municipal Code Section 19.25.190.

G. On September 21, 2026, the Planning Commission of the City, at a duly noticed hearing to consider the approval of this Agreement, adopted Resolution No. PC 26-11, recommending approval of this Agreement to the City Council.

H. On ________________, 2026, the City Council of the City, at a duly noticed hearing to consider the approval of this Agreement, considered the proposal, heard testimony, and introduced Ordinance No. _______ finding that this Agreement is in the best public interest of the City and its residents; this Agreement constitutes a present and valid exercise of the City’s police power; that this Agreement is consistent with the City’s General Plan; and that this Agreement and the proposed Project, as defined below, will achieve a number of City Objectives and public benefits.

I. On ________________, 2026, the City Council held the second reading of Ordinance No. _________, hereby 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.

COVENANTS
NOW, THEREFORE, in consideration of the above recitals (which are incorporated into this Agreement as if set forth in full herein) 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, the defined terms include the following:
3 1.1.1 “Agreement” means this Development Agreement and all attachments and exhibits hereto.

1.1.2 “Annual Revenue Share Percentage” shall have the meaning ascribed in Section 2.5.1(c).

1.1.3 “Billboard” and “Digital Display” shall have the meanings ascribed in the Recital above

1.1.4 “City” means the City of Commerce, a California municipal corporation and a general law city.

1.1.5 “City Council” means the City Council of the City.

1.1.6 “Developer” means 6300 Telegraph LLC, duly existing and operating and its successors and assigns.

1.1.7 “Development Approval” means the approved Project, based on the approval of the City Council, as further described in the Recitals and Section 3.3 herein.

1.1.8 “Effective Date” means the date inserted into the preamble of this Agreement, which is 30 days following approval of this Agreement by ordinance of the City Council, provided the Agreement is signed by the Developer and the City.

1.1.9 “Final Permits” shall be when all approvals necessary to construct the Billboard and the Digital Displays have been obtained from all applicable governmental and quasigovernmental authorities, including but not limited to any and all permits and approvals required by:
(i) the Commerce Municipal Code; (ii) the California Department of Transportation (“Caltrans”) pursuant to the California Outdoor Advertising Act; (iii) applicable utilities affected by the construction; and (iv) CEQA and the State CEQA Guidelines.

1.1.10 “Annual Gross Revenue” means all income actually received by Developer in connection with the Billboard (net of any commissions paid by Developer to advertising agencies, not to exceed 16-2/3%). For the purposes hereof, any income described in this definition will not include the value of any in-kind usage of the Billboard by the City pursuant to Section 2.6.

1.1.11 “Land Use Regulations” means all ordinances, resolutions, codes, rules, conditions, regulations and official policies of City, including, but not limited to, the City’s General Plan and Municipal Code, which govern the development and use of the Property, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of the Billboard, the provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the Development of the Billboard at the Property, which are in full force and effect as of the Effective Date of the duration of this Agreement. Land Use Regulations shall also include National Pollutant Discharge Elimination System (“NPDES”) regulations, to the extent applicable. 4 1.1.12 “Lease” means the agreement between Developer and the owner of the Property granting Developer the legal right to install, operate and maintain the Billboard and Digital Display the Property.

1.1.13 “Operational” means, the date that (i) all L.E.D. panels of the Digital Display are capable, legally and functionally, of displaying advertising, (ii) issuance of a Certificate of Occupancy from the City, or (iii) seven (7) months after the Effective Date of this Agreement, whichever is sooner.

1.1.14 “Project” means the structural conversion, installation, operation, and maintenance of the existing sign into a double-sided off-premise freeway-oriented Digital Display on the Billboard on the Property, all in accordance with the Development Approvals, Land Use Regulations, and this Agreement.

1.1.15 “Property” shall have the meaning ascribed in Recital “B”, above.

1.1.16 “Subsequent Land Use Regulations” means any Land Use Regulations that take effect after the Effective Date of this Agreement which may govern the Project.

1.1.17 “Term” shall have the meaning provided in Section 2.4, unless earlier terminated as provided for in this Agreement.

1.2 Exhibits. The following documents are attached hereto and are by this reference made a part of this Agreement:

Exhibit “A” (Site Plan)
Exhibit “B” (Legal Description of Property)
Exhibit “C” (Scope of Development)
Exhibit “D” (Existing Billboard and Digital Display Design and Elevations) Exhibit “E” (Schedule of Performance)
Exhibit “F” (Conditions of Approval)

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 Project, including actions by the City on application for subsequent Development Approvals affecting the Property, shall be subject to the terms and provisions of this Agreement; provided however, that nothing in this Agreement shall be deemed or construed to modify or amend the Lease, or any of the Developer’s obligations thereunder.

2.2 Interest in the Property. City and Developer acknowledge and agree that Developer has a legal or equitable interest in the Property and is thus qualified to enter into and be a party to this Agreement under Development Agreement Law. Additionally, prior to the execution of this Agreement, Developer has allowed City to view a redacted copy of the Lease, which demonstrate that Developer has a long-term leasehold interest in the Property consistent with this Agreement, which interest shall be maintained during the Term of this Agreement, at the discretion the Developer. If Developer’s interest in the Lease is prematurely terminated, Developer may assign this Agreement as provided in Section 2.3, below. If Developer’s interest in the Lease terminates before the 5 expiration of this Agreement and Developer is not able to assign this Agreement as provided in Section 2.3, Developer shall remove the Billboard and Digital Display and sign a written cancellation of this Agreement, as provided in Section 4.1.

2.3 Assignment; Transfer; Sale of Developer. Developer shall not assign or otherwise transfer this Agreement, or its interest in the Property to any other person, firm, or entity, without City’s written consent, which shall not be unreasonably withheld. An assignment of this Agreement shall be to a party that has demonstrated positive experience operating billboards similar to the Project, and who can provide evidence of adequate financial resources and expertise in securing advertisers for billboards similar to the Project. Developer shall notify City no later than ninety (90) days prior to any such proposed assignment and provide all documentation necessary for City to verify compliance with this requirement. Any assignment or transfer not meeting the requirements in this Section 2.3 shall be subject to the approval of the City Council. Any security posted by Developer may be substituted by the assignee or transferee, subject to written approval of the City.

In addition, Developer shall not sell, transfer, or otherwise convey, directly or indirectly, any ownership interest in Developer (including, without limitation, the sale of a single-purpose entity, merger, consolidation, or transfer of a controlling interest), without the prior written consent of the City, which consent shall not be unreasonably withheld. Any such sale or transfer shall be subject to the same experience, financial capacity, notice, documentation, and approval requirements applicable to an assignment under this Section.

2.4 Term of Agreement. Unless this Agreement is earlier terminated as provided for herein, this Agreement shall continue in full force and effect for a term of ten (10) years commencing on the date the Digital Display becomes Operational (“Term”). Developer shall have the option to extend the Term of this Agreement for four (4) additional five (5) year terms (“Extended Term”), provided that Developer provides written notice to City at least one hundred and eight (180) days prior to the end of the Term or Extended Term, whichever the case may be and Developer is not in default under the Agreement. 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 8.1 below.

2.5 Public Benefits.

2.5.1 Development Fees.
(a) One-Time Development Agreement Payment. Developer shall pay to the City a one-time Development Agreement Payment in the amount of Twenty-Five Thousand Dollars ($25,000.00) (“Development Agreement Payment”). The Development Agreement Payment constitutes a public benefit and may be used by the City for any public purpose at the City’s sole and absolute discretion, including but not limited to the costs of City staff, City consultants, legal fees, and plan check fees incurred by the City associated with the review and preparation of the development agreement application and this Agreement. Any additional amounts needed for staff time, consultant costs, or legal costs exceeding the Development Agreement Payment necessary to process and implement the application shall be invoiced separately by City to Developer. Any development agreement fee deposit paid by Developer in connection with its development agreement application shall be credited against the Development Agreement Payment, and the amount of the 6 Development Agreement Payment required under this Section shall be reduced accordingly.

Payment of the balance of the Development Agreement Payment shall be due and payable within five (5) days after the ordinance approving this Agreement goes into effect or the expiration of all applicable appeal periods related to the approval of the Development Agreement, if applicable. For purposes of this Agreement, the “expiration of all applicable appeal periods” means the date on which any and all deadlines to file administrative, judicial, or other appeals or challenges have lapsed without an appeal being timely filed, or, if an appeal is timely filed, the date on which such appeal has been finally resolved and no further appeal rights remain.

The Development Agreement Payment shall be separate from all other fees or costs which are standard and uniformly applied to similar projects in the City, including, but not limited to, business license fees (due by Developer to City annually), , building permit fee, public works fees, fees and costs associated with CEQA review and compliance or any fees and costs associated with obtaining any required permits or approvals required by the State of California, including any permits or approvals required by Caltrans.
(b) Minimum Annual Guarantee (“MAG”). In addition to the one-time implementation fee required under Section 2.5.1(a), Developer shall pay City an annual MAG fee (“MAG Fee”) payable in equal quarterly installments paid to the City on the first of the month following the Digital Display becoming Operational and each January 1, April 1, July 1, and October 1 thereafter as set forth below:
(1) Years 1-10. The annual MAG Fee during years 1-10 shall be Seventy-Five Thousand Dollars ($75,000.00) per year subject to a maximum aggregate annual fee during years 1-10 of One Hundred Ten Thousand Dollars ($110,000.00), consisting of the applicable MAG Fee and Annual Revenue Share Percentage. (2) Years 11-15. If applicable, the annual MAG Fee during years 11- 15 shall be Ninety Thousand Dollars ($90,000.00) subject to a maximum aggregate annual fee during years 11-15 of One Hundred and Thirty-Four Thousand Dollars ($134,000.00), consisting of the applicable MAG Fee and Annual Revenue Share Percentage. (3) Years 16-20. If applicable, the annual MAG Fee during years 16- 20 shall be Ninety Thousand Dollars ($90,000.00) subject to a maximum aggregate annual fee during years 16-20 of One Hundred and Thirty-Four Thousand Dollars ($134,000.00), consisting of the applicable MAG Fee and Annual Revenue Share Percentage. (4) Years 21-25. If applicable, the annual MAG Fee during years 21- 25 shall be One Hundred and Thirty Thousand Dollars ($130,000.00) subject to a maximum aggregate annual fee during years 21-25 of One Hundred and Ninety Thousand Dollars ($190,000.00), consisting of the applicable MAG Fee and Annual Revenue Share Percentage. (5) Years 26-30. If applicable, the annual MAG Fee during years 26- 30 shall be One Hundred and Thirty Thousand Dollars ($130,000.00) subject to a maximum aggregate annual fee during years 26-30 of One Hundred and Ninety Thousand Dollars ($190,000.00), consisting of the applicable MAG Fee and Annual Revenue Share Percentage. 7 (c) Annual Revenue Share Percentage. To the extent that Fifteen Percent (15%) (the “Annual Revenue Share Percentage”) of the Annual Gross Revenue exceeds the MAG for the completed Term year, Developer shall make an additional payment to the City within thirty (30) days of each anniversary of the MAG Commencement Date in the amount by which (i) the Annual Revenue Share Percentage multiplied by (ii) the Annual Gross Revenue collected by Developer for the immediate preceding Term year exceeds the MAG amount paid to the City pursuant to Section 2.5.1(b) for such Term year. In no event shall the amount of the Development Fees due under Section 2.5.1 of this Agreement be less than the applicable MAG Fee. (1) Reports. Developer shall furnish to City an annual statement of Annual Gross Revenue for the Digital Display within thirty (30) days after the end of each year of the Term. Such statement shall be in a form acceptable to City. Each statement shall be signed and certified to be correct by a duly authorized officer of Developer. Developer shall keep and make available complete and materially accurate books of account, records, cash receipts and other pertinent data, in accordance with good accounting practices and in a form approved by City, showing the Annual Gross Revenue, including without limitation, materially accurate records of every sale and other transaction made for any advertising display on the Digital Display and any commissions paid by Developer. Such books of account, records, cash receipts, or other pertinent data shall be kept for a period of no less than four (4) years after the end of each year. The receipt by City of any statement, or any payment of the Annual Revenue Share Percentage for any period, will not bind City as to the correctness of the statement or payment. (2) Inspection and Audit. City, at its sole option, shall be entitled, at any time during the Term and Extended Term, if applicable, during normal business hours and with prior written notice to Developer, to inspect, examine, copy and audit Developer's books, records and cash receipts as related to Annual Gross Revenue. Developer shall cooperate fully with City and City's agents in making the examination. City, at its option, will also be entitled once during each year of the Term and once after the Expiration Date or other termination of this Agreement, to cause an independent audit of such records to be performed by a certified public accountant designated by City, provided such accountant is not paid on a contingency fee basis. The audit will be conducted during usual business hours at Developer’s office located at 6300 Telegraph Road, Commerce, CA 90040, unless another location is mutually agreed upon. If the audit shows that there is a deficiency in the payment of any Annual Revenue Share Percentage, then Developer shall promptly upon notice pay the deficiency to City which payment will not require any penalty or other late fee. City will pay the costs of the audit unless the audit shows that Developer understated Annual Gross Revenue by more than three (3%) percent in which case Developer shall pay all reasonable out-of-pocket costs paid to third party consultants and incurred by City in connection with the audit. (d) Late Charge; Default Interest.
(1) Late Charge. If Developer fails to pay any payments or fees required under this Agreement after the same is due and payable, such unpaid amount shall be subject to a late payment charge equal to five percent (5%) of the unpaid amount in each instance. The late payment charge has been agreed upon by City and Developer, after negotiation, as a reasonable estimate of the additional administrative costs and detriment that City will incur as a result of any such failure by Developer, the actual costs thereof being extremely difficult—if not impossible—to determine. The late payment charge constitutes liquidated damages to compensate City for its damages resulting from such failure to pay, and Developer shall promptly pay such charge to City 8 together with any unpaid interest.
(2) Default Interest. If any payments or fees are not paid following the due date, such unpaid amount will bear simple interest at the rate of 10% per year or the maximum permitted by law, whichever is lower (“Default Rate”) from the due date until paid. However, interest will not be payable on late charges incurred by Developer, nor on any amounts on which late charges are paid by Developer to the extent this interest would cause the total interest to be in excess of that which an individual is lawfully permitted to charge. Payment of interest will not excuse or cure any default by Developer.
(3) Application of Payments. All payments received by City from Developer will be applied to the oldest obligation owed by Developer to City. No designation by Developer, either in a separate writing, on a check or money order, or otherwise will modify this Agreement or have any force or effect.
(e) Material Default. A failure by Developer to pay any of the fees listed under this Section 2.5.1 of the Agreement within fifteen (15) days of the applicable due date for such payment shall constitute a material default under Section 6.1.1 of this Agreement.

2.6 City Usage of Digital Display. To the extent that commercial advertising time on the Billboard is unsold and available, City shall have the right to use up to ten percent (10%) of the total advertising time to promote civic and public purposes that serve the needs of the City and its residents, including but not limited to, City events and programs at no cost to the City (such usage referred to as “City Usage”). City Usage shall be displayed during the operation of the Digital Display in increments, equally spread throughout each 24-hour day, and otherwise in the same manner as other commercial advertising displayed on the Digital Display. The City shall submit all proposed copy to Developer not less than five (5) business days prior to the date the copy is proposed to be displayed. All proposed city advertising copy shall be produced and submitted to Developer at the City’s sole cost, and shall be in a format ready for posting on the Digital Display, and 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. 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 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. 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.

2.6.1 Emergency Notifications. Without any offset in the City Usage described under Section 2.6 and at no cost to the City and as further consideration for the rights granted to Developer under this Agreement, Developer shall make the Digital Display available to Caltrans and the California Highway Patrol for purposes of “Amber Alerts,” Federal Emergency Management Agency, and other public emergency messages, which shall be connected to the National Emergency Network for emergency or disaster notifications by local, state, or federal agencies. 9 2.6.2 Jurisdictional Sign. In addition, Developer agrees to construct and install on the Billboard an illuminated jurisdictional sign prominently identifying the City of Commerce and shall incorporate the City’s official seal at no cost to City. The final design of the Jurisdictional sign, physical dimensions, materials, and its placement on the Billboard structure shall be subject to the review and approval of the City Manager, utilizing the design examples provided by the City to Developer dated August 12, 2026, as reference guidance, provided that the final approved design strictly incorporates the City's official logo and seal.

2.6.3 City Facility Authorized. City may also install telecommunications equipment (the “Equipment”) on the pole for public safety purposes, at no cost to Developer, in a location and design mutually acceptable to City and Developer, at no cost to the Developer, provided that the Equipment shall not interfere with the operation of the Digital Display or other existing facilities listed in Section 2.6.4. Developer’s acceptance shall not be unreasonably withheld.

2.6.4 Fixed Facility Fee. Should Developer enter into any agreement for the installation of an antenna or wireless communication device or ancillary equipment for cellular, data, wi-fi or other service on the Billboard pole (the “Device”), Developer shall pay the City an annual fixed facility fee of ten percent (10%) of the gross revenue collected as a result of the Device as additional revenue. The City shall have the right to review and audit the revenue received within 30 days upon request.

2.6.5 Local Business Development. Developer shall provide a five (5%) reduction in any applicable rates for advertising on the Billboard to all local businesses/economic groups with a home business address in Commerce and that possesses a valid business license.

2.7 Advertising Content Restrictions. Developer shall not utilize any of the Digital Displays to advertise or display messages that are:

2.7.1 inherently false, misleading, or libelous (i.e., speech that is incapable of being presented in a manner that is not misleading);

2.7.2 promotes the sale or use of firearms, tobacco products, cannabis, smoking or vaping, whether directly or indirectly;

2.7.3 promotes sexually oriented materials, adult businesses, entertainment, products, conventions, events, or websites; and

2.7.4 promotes any product, service or activity illegal under federal, state, or local laws or regulations, including but not limited to any rules or regulations promulgated by Caltrans’ Office of Outdoor Advertising;

2.7.5 obscene, indecent, or immoral character as defined under California Business and Professions Code Section 5402, or any obscene or harmful matter as defined under California Penal Code Sections 311 and 313 respectively; r

2.7.6 dangerous or hazardous to public safety or the safe and efficient operation of vehicles on adjacent streets and highways; or
10 2.7.7 promotes, advertises, or encourages any gambling, gaming, cardroom, or casino operations, facilities, events, or related activities located outside the jurisdictional boundaries of the City. For purposes of this Section, prohibited advertising includes any physical casino, tribal gaming facility, cardroom, or online gambling platform operating on behalf of or benefiting an entity whose primary physical operation is situated outside the corporate limits of the City.

3. DEVELOPMENT AND IMPLEMENTATION OF THE PROJECT.

3.1 Rights to Develop Billboard on the Property. Subject to and during the Term of this Agreement, Developer shall have the right to develop the Project on the Property in accordance with, and to the extent of, the Final Permits, the Land Use Regulations, and this Agreement.

3.2 Effect of Agreement on Land use Regulations. The rules, regulations and official policies governing permitted uses of the Property, the density and intensity of such uses, the maximum height and size of proposed structures, and the design, improvement and construction standards and specifications applicable to the development of the Project shall be as set forth in the Land Use Regulations, which are in full force and effect on the Effective Date. Developer also agrees to be bound by any subsequent modifications to the City’s Signs and Advertising ordinances under Commerce Municipal Code Chapter 19.25.

3.3 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 Property, secure or cause to be secured all necessary Development Approvals, which shall include any and all permits and approvals which may be required by City or any other governmental agency or utility affected by such construction, development or work to be performed by Developer, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act ("CEQA"). Not by way of limiting the foregoing, in developing and constructing the Project, Developer shall comply with all (1) development standards in City's Municipal Code applicable on the Effective Date, (2) NPDES requirements pertaining to the Project applicable on the Effective Date, (3) all applicable building codes applicable on the Effective Date, except as the Project may be permitted through approved variances and modifications, and (4) all Caltrans rules and regulations necessary to obtain an Outdoor Advertising Permit including a Relocation Agreement, if required. 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.

3.4 Timing of Project, Maintenance, and Operation. Developer shall commence the Project within one hundred eighty (180) days after obtaining the Final Permits. “Commencement" of the Project is herein defined as the start of construction of the Billboard on the Property under the applicable Final Permits. In the event Developer fails to commence such construction within one hundred eighty (180) days after obtaining the Final Permits, and after compliance with Section 5.3, either party hereto may terminate this Agreement by delivering written notice to the other party, and, in the event of such termination, neither party shall have any further obligation hereunder. However, if circumstances within the scope of Section 8.10 delay the commencement or completion of the Project, it would not constitute grounds for any termination rights found within this Agreement. In such case, the timeline to commence or complete the relevant task shall be extended in the manner set forth at Section 8.10. Notwithstanding the above, Developer shall, at all times, comply with all other obligations set forth in this Agreement regarding construction of the Project on the Property. 11 Developer shall also maintain and operate the Billboard at all times during the Term of this Agreement in compliance with the provisions set forth below:

3.5 Maintenance. Developer, for itself and its successors and assigns, hereby covenants and agrees to be responsible for the maintenance and repair of the Billboard, including but not limited to, the Digital Displays installed thereon, and all related on-site improvements, easements, rights-of-way and, if applicable, at its sole cost and expense, including, without limitation, poles and lighting, in good repair, free of graffiti, rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, State, and local bodies and agencies having jurisdiction over the Property. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal from any access area, the Property, and Billboard Structure; (ii) ongoing maintenance by the Developer of any access area to the Billboard; (iii) the adequate and complete removal or painting over of all graffiti within 48 hours of notice of such graffiti being affixed on the Billboard; and (iv) the repair, replacement and repainting of the Billboard structure and the Digital Displays as necessary to maintain such Billboard in good condition and repair. Developer shall provide the contact information for a maintenance service capable of responding to calls for repair 24 hours a day/7 days a week in the event the Billboard is damaged or is malfunctioning.

3.6 Operational Standards. In addition to all conditions of approval, Developer 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- candles limitation over ambient light levels at distances for corresponding sign panel sizes as set forth in the 2000 Lewin Lighting Study referenced in the Sign Code §19.25.180 F7 (including any future amendments or updates thereto), 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 Director of Community Development 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.

3.7 Digital Display Malfunction and Requirements. In the event thirty percent (30%) 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 or repaired.

3.5 Changes and Amendments. Developer may determine that changes to the Development Approvals are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Development Approvals 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 the City shall use reasonable discretion and shall not apply a standard different than that used in evaluating requests of other developers. Accordingly, under no circumstance shall City be obligated in any manner to approve any amendment to the Development Approvals. The City Manager shall be authorized to approve, without processing an amendment to this Agreement, any non-substantive amendment to the Development Approvals that does not: (i) adversely impact and/or diminish Developer’s or City’s rights as provided hereunder and (ii) affect and/or block the visibility of the Digital Display or accessibility to the Billboard or (iii) decreases the public benefits set forth herein. All other amendments shall require approval of the City Council. Nothing herein shall cause Developer to be in default under this Agreement if it upgrades the Digital Display or the Billboard to 12 incorporate newer technology or design; provided Developer shall secure all applicable ministerial permits to do so and such upgrade is consistent with the dimensions provided in this Agreement and any Land Use Regulations in effect at the time.

3.6 Reservation of Authority

3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Project:
(a) Processing fees and charges of every kind and nature imposed by City to cover the estimated actual costs to City of processing applications for amendments to the Development Approvals.
(b) Procedural regulations consistent with this Agreement relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure. 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. (c) Changes adopted by the International Conference of Building Officials, or other similar body, as part of the then most current versions of the Uniform Building Code, Uniform Fire Code, Uniform Plumbing Code, Uniform Mechanical Code, or National Electrical Code, as adopted by City as Subsequent Land Use Regulations, if adopted prior to the issuance of a building permit related to an amendment to the Development Approval. 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. (d) Regulations that are not in conflict with the Development Approvals or this Agreement.
(e) Regulations that are in conflict with the Development Approvals or this Agreement, provided Developer has given written consent to the application of such regulations to the development of the Project.
(f) Applicable Federal, State, County, and multi-jurisdictional laws and regulations which the City is required to enforce against the Property or the development of the Project and that do not have an exception for existing signs or legal nonconforming uses.

3.6.2 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 Subsequent Land Use Regulations.

3.6.3 Modification or Suspension by Federal, State, County, or Multi-Jurisdictional Law. In the event that applicable federal, State, County, or multi-jurisdictional 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, and there is no exception for the legal nonconforming use, such provisions of this Agreement shall be modified or suspended as may be necessary to comply with 13 such federal, State, County, or multi-jurisdictional laws or regulations, and 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 provisions impractical to enforce.

3.7 Regulations 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 Project 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 Billboard and Property that do not have an exception for a legal nonconforming use. To the extent such other public agencies preclude development or maintenance of the Project and do not have an exception for a legal nonconforming use, Developer shall not be further obligated under this Agreement except as provided in Section 4.1. Notwithstanding the foregoing, if such action by another public agency materially changes Developer's costs or otherwise materially impacts its performance hereunder to the extent it is no longer commercially reasonable for Developer to continue operations of the Billboard, Developer may terminate this Agreement upon ninety (90) days prior written notice.

3.8 Public Improvements. Notwithstanding any provision herein to the contrary, 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 at such time as City shall determine.

3.9 Fees, Taxes Assessments. This Agreement shall not prohibit the application of customary fees, taxes, or assessments upon the Property.

4. REMOVAL OF BILLBOARDS

4.1 Removal of Digital Display by Developer. If the Parties do not extend the Term of this Agreement pursuant to Section 2.4 above, or if Developer fails to cure a material breach after notice and a right to cure as provided in Section 5.3, or following the natural expiration of the Term or extensions thereof, Developer shall remove the Billboard and related structures and facilities, including the Digital Displays before termination and cancel this Agreement as provided in Section

2.4. If Developer does not timely remove the Digital Display and other improvements as required by this Section, City may, but shall not be required to, remove or cause the removal of the Digital Display and related structures on the Premises at Developer's expense. Developer shall reimburse City within thirty (30) days of receipt of an itemized accounting of the cost for such removal.

If Developer does not timely remove the Billboard and other improvements as required by this Section, City may, but shall not be required to, remove or cause the removal of the Billboard at Developer's expense. Developer shall reimburse City within thirty (30) days of receipt of an itemized accounting of the cost for such removal.

4.2 City’s Right to Removal. Provided Developer is not in material breach hereof and subject to the notice and cure provisions in Section 5.3 herein, City will not have the right to: (i) remove the Digital Display, (ii) limit access to the Digital Display, or (iii) limit the visibility of the Digital Display, in any way. Should Developer breach this Agreement, City may only require removal of the Digital Display subject to Developer’s rights in Section 4.1. 14 5. REVIEW FOR COMPLIANCE.

5.1 Annual Review. The City may review this Agreement annually, at City's sole cost, to ascertain Developer’s good faith compliance with the terms of the Agreement ("Annual Review").

However, no failure on the part of City to conduct or complete an Annual Review as provided herein shall have any impact on the validity of this Agreement. Developer shall cooperate with City in the conduct of any Annual Review and timely provide the following information and documentation to City: (1) description of all complaints received regarding the Billboard that were unrelated to the content of any message displayed, (2) any updates to Developer's contact information, (3) status and amount of all payment obligations to the City required under this Agreement, (4) if applicable, any easement or lease changes that could in any way materially impact the City or Developer’s obligations under this Agreement, (5) any utility changes that could in any way materially impact the City or the obligations under this Agreement, and (6) any maintenance issues addressed or needing to be addressed per the maintenance requirements herein.

5.2 City Rights of Access. Subject to City's execution of a permit to enter the Property, City’s officers, employees, agents and contractors, shall have the right, at their sole risk and expense, to enter the Property at all reasonable times and with as little interference as possible to the operation of the Billboard thereon, for the purpose of assuring compliance with this Agreement, conducting the annual review under this Section 5, as well as inspecting the construction, reconstruction, relocation, maintenance, repair and service of any public improvements or public facilities located on the Property, or to perform any rights of the City under Section 4.2 above. Any damage or injury to the Property or to the Billboard thereon resulting from such entry shall be promptly repaired at the City’s sole expense. Notwithstanding the foregoing, or any other provision in this Agreement (including without limitation Section 4.2 above), City shall have no right to enter the Property unless and until City executes and delivers to Developer a permit to enter (except that this provision is not intended to interfere with the City's police powers to address any nuisance, dangerous condition, or other condition pursuant to the City's ordinances). Notwithstanding anything to the contrary herein, in no event will City representatives ever climb up the Billboard pole or structure during any inspection without prior written authorization.

5.3 Procedure. Each party shall have a reasonable opportunity to assert matters, which it believes, have not been undertaken in accordance with the Agreement, to explain the basis for such assertion, and to receive from the other party a justification of its position on such matters. If either party concludes that the other party has not complied in good faith with the terms of the Agreement, then such party may issue a written "Notice of Non-Compliance" (“Notice”) specifying the grounds therefore and all facts demonstrating such non-compliance. The party receiving a Notice shall have thirty (30) days to cure or remedy the non-compliance identified in the Notice except for any failure to pay any fees listed under this Section 2.5.1 of the Agreement, which shall be subject to a fifteen (15) day cure period following written notice in accordance with Section 8.2, which shall constitute a material default under Section 6.1.1 of this Agreement. If such cure or remedy is not reasonably capable of being carried out to completion within such thirty (30) day period, to commence to cure or remedy the noncompliance and to diligently and in good faith prosecute such cure or remedy to completion. If the party receiving the Notice does not believe it is out of compliance, it may contest the Notice by responding in writing to said Notice within thirty (30) days after receipt of the Notice. If a response to the Notice has not been received in the offices of the party alleging the non-compliance within the prescribed time period, the Notice shall be conclusively presumed to be valid. If a Notice is contested, the parties shall, for a period of not less than fifteen (15) days after receipt of the response, 15 seek to arrive at a mutually acceptable resolution of the matter(s) occasioning the Notice. In the event a cure or remedy is not timely effected or, if the Notice is contested and the parties are not able to arrive at a mutually acceptable resolution of the matter(s) by the end of the fifteen (15) day period, the party alleging the non-compliance may thereupon pursue the remedies provided in Section 6. Neither party hereto shall be deemed in breach of this Agreement if the reason for non-compliance is due to a "force majeure" as defined in, and subject to the provisions of Section 8.10.

5.4 Certificate of Agreements Compliance. If, at the conclusion of an Annual Review or a Special Review, Developer is found to be in compliance with this Agreement, City shall, upon request by Developer, issue a Certificate of Agreement Compliance ("Certificate") to Developer stating that, after the most recent Annual Review or Special Review, and based upon the information known or made known to the City Manager and City Council: (1) this Agreement remains in effect and (2) Developer is in compliance. The Certificate, whether issued after an Annual Review or Special Review, shall be in recordable form and shall contain information necessary to communicate constructive record notice of the finding of compliance. Developer may record the Certificate with the County Recorder. Additionally, Developer may, at any time, request from the City a Certificate stating, in addition to the foregoing, which obligations under this Agreement have been fully satisfied with respect to the Property.

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 for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply in good faith with the terms of this Agreement (hereinafter referred to as "default" or "breach") after complying with the notice and cure period set forth in Subsection 5.3. In the event of a termination by City under this Section, Developer acknowledges and agrees that City will retain all Fees paid to City and accrued up to the date of the termination. However, this Section 6.1.1 shall have no effect on Developer’s rights as set forth in Section 4.1.

6.1.2 Material Default of City. Developer, in its discretion, may terminate or seek any other remedy it deems appropriate for any material failure of City to perform any material duty or obligation of City hereunder or to comply in good faith with the term of this Agreement; provided, however, Developer may seek such remedy pursuant to this Section only after following the procedure set forth in Section 5.3.

6.1.3 Rights and Duties Following Termination. After termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to (i) any obligations to have been performed prior to said termination, (ii) any default in the performance of the provisions of this Agreement that occurred prior to said termination, (iii) Developer's obligation to remove the Digital Display pursuant to Section 4.1 or (iv) any continuing obligations to indemnify the other party.

7. INSURANCE, INDEMNIFICATION AND WAIVERS.

7.1 Insurance.
16 7.1.1 Types of Insurance.
(a) 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 against claims and liabilities covered by the indemnification provisions of Section 7.2. Developer has agreed to indemnify City hereunder to the extent of the liability insurance coverage with respect to its use, occupancy, disuse or condition of the Property, improvements or adjoining areas or ways, affected by such use of the Property or for property damage, providing protection of a least Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) for any one accident or occurrence, 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 coverage required of Developer.
(b) Worker’s Compensation. Developer shall also furnish (or cause to be furnished) to City evidence that Developer and any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder maintains and carries worker's compensation insurance as required by law.
(c) Insurance Policy Form, Sufficiency, 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 nonassignable and shall contain language, to the extent obtainable, to the effect that (i) the insurer waives the right of subrogation against City and against City's agents and representatives except as provided in this section; (ii) the policies cannot be canceled or materially changed except after thirty (30) days written notice by the insurer to City or City's designated representative as expeditiously as insurance company agrees to provide notice. Developer shall furnish City with certificates evidencing the insurance and City shall be named as an additional insured on all liability policies of insurance required to be procured by the terms of this Agreement.

7.1.2 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the same manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits:
(a) For insurance required above, within seven (7) days after issuance of the Final Permits; and
(b) The City can request to see updated copies of the current certificates of all insurance policies required. The City reserves the right to obtain copies of the entire insurance policy, including endorsements.

If Developer fails or refuses to procure or maintain insurance as required hereby or fails or refuses to furnish City with required proof that the insurance has been procured and is in force and paid for, after complying with the requirements of Section 5.4, the City may view such failure or refusal as a default hereunder.
17 7.2 Indemnification

7.2.1 General. Developer shall indemnify and defend City, and its respective officers, employees, and 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, firm, or entity arising out of or in connection with the work, operations, or activities of Developer, its agents, employees, subcontractors, or invitees, hereunder, upon the Property. The City will promptly notify the permittee of any such claim, action, or proceeding against City and will cooperate fully in the defense. To this end:
(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 for any such claims or liabilities arising out of or in connection with such work, operations, or activities of the Developer hereunder, and Developer agrees to save and hold the City and its respective officers, agents, and employees harmless therefrom.

7.2.2 Exceptions. The foregoing indemnity shall not include claims or liabilities arising from the sole negligence or willful misconduct of City, its officers, agents, or employees.

7.2.3 Additional Coverage. Without limiting the generality of the foregoing, Developer’s indemnity obligation shall include any liability arising by reason of:
(a) Any accident or other occurrence in or on the Property causing injury to any person or property whatsoever caused by Developer.
(b) Any failure of Developer to comply with performance of all of the provisions of this Agreement.
(c) Any harm, delays, injuries or other damages incurred by any party as a result of any subsurface conditions on the Property caused solely by Developer, including but not limited to, the presence of buried debris, hazardous materials, hydrocarbons, or any form of soil contamination.

7.2.4 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 Property, 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 Property 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 Property, or by any other cause of whatsoever nature. The foregoing two (2) sentences shall not apply: (i) to the extent City or its agents, employees, subcontractors, invitees or representatives cause such injury or damage when accessing 18 the Property, (ii) to the extent covered in any permit to enter executed by the City, or (iii) to negligent or willful acts or omissions of the City, its employees, officials, representatives or agents.

7.2.5 Period of Indemnification. The obligations for indemnity under Section 7.2 shall begin upon the Effective Date and shall survive termination of this Agreement, provided the actions or omissions subject to indemnification above shall have occurred prior to termination.

7.3 Waiver of Subrogation. Developer and City each agree that it shall not make any claim against, or seek to recover from the other or its agents, servants, or employees, for any loss or damage to it or to any person or property relating to this Project, except as specifically provided hereunder which includes but is not limited to, a claim or liability arising from the sole negligence or willful misconduct of the City, its officers, agents, or employees.

8. MISCELLANEOUS PROVISIONS.

8.1 Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City Clerk within 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 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 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 a public benefit 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 preparation hereof.

8.5 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement.

8.6 Singular and Plural. As used herein, the singular of any word includes the plural. 19 8.7 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

8.8 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.

8.9 No Third-Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the Parties, as well as their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement.

8.10 Force Majeure. Notwithstanding anything to 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, 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. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years and further provided that if such delay is longer than six (6) months, Developer may terminate this Agreement upon written notice to City.

8.11 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance of the covenants to be performed hereunder by the benefited party.

8.12 Counterparts. This Agreement may be executed by the parties in duplicate counterparts, which counterparts shall be construed together and shall have the same effect as if all of the parties had executed one and the same instrument.

8.13 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 action between City and Developer seeking enforcement 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.

8.14 Covenant Not To Sue. The parties to this Agreement, and each of them, agree that this Agreement and each term hereof is legal, valid, binding, and enforceable. The parties to this Agreement, and each of them, hereby covenant and agree that each of them will not commence, maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding against any other party to this Agreement, in law or in equity, which is based on an allegation, or assert in any such action, that this Agreement or any term hereof is void, invalid, or unenforceable. 20 8.15 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 activity, 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. The only relationship between City and Developer is that of a government entity regulating the development of private property, on the one hand, and the holder of a legal or equitable interest in such property on the other hand. City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private Project 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.

8.16 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.

8.17 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.

8.18 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. Non-substantive amendments to the Development Approvals may be approved without amending this Agreement as provided in Section 3.5.

8.19 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 Agreement 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.

8.20 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:
21 To City: City of Commerce
2535 Commerce Way
Commerce, CA 90040
Attn: City Manager
With Copy to: Alvarez-Glasman & Colvin
13181 Crossroads Parkway North, Suite 400
City of Industry, CA 91746
Attn: Noel Tapia, City Attorney
To Developer 6300 Telegraph, LLC
6300 Telegraph Road
Commerce, CA 90040
Attn: Real Estate Department / Legal Counsel

8.21 Nonliability of City Officials. No officer, official, member, employee, agent, 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, or representative.

8.22 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.
[Signatures on the Following Page(s)]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.
“City”

CITY OF COMMERCE
22 Date:______________ ____________________________________ Kevin Lainez, Mayor
ATTEST:
_______________________________
Melanie Park, Deputy City Clerk

APPROVED AS TO FORM
_______________________________
Noel Tapia, City Attorney
“Developer”
6300 TELEGRAPH, LLC, a California
limited liability company
Date:______________ ____________________________________ Its: ___________________________
[Principal Signatures to be Notarized]
23 EXHIBIT A

SITE PLAN
24 EXHIBIT B

LEGAL DESCRIPTION OF THE PROPERTY
25 EXHIBIT C

SCOPE OF DEVELOPMENT
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 construct, modify, convert, and operate a Billboard and Digital Display in accordance with the terms of this Agreement. The Project consists of converting an existing freeway-oriented on-premise sign structure into a double-sided off-premise commercial digital billboard (each display face measuring 20 feet in height by 60 feet in width, or 1,200 square feet) within the Property for third-party off-premise advertising.

2. Building Fees. Developer shall pay all applicable City planning, CEQA and building fees, as described in this Agreement, at 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) On-going maintenance and repair of the Billboard and Digital Display and Property, 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 Billboard structure or faces in accordance with all applicable laws, rules, ordinances and regulations of all federal, State, and local bodies and agencies having jurisdiction over the Property [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 Billboard and Digital Display to minimize dust caused by the Project; and (iv) the repair, replacement and repainting of the Billboard structure and display faces as necessary to maintain such in good condition and repair.
(b) Maintenance of the Property 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 Billboard and Digital Display 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 Property.

4. Other Rights of City. In the event of any violation or threatened violation of any of the provisions of this Exhibit “C,” 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 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 Billboard and Digital Display.
26 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 Billboard and Digital Display and, where stated, on the Property, shall conform to all applicable provisions of the Code and the following conditions, in a manner subject to the approval of the Community Development Director 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 Billboard and Digital Display shall remain located on the Property 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 Billboard shall not exceed a maximum area of one thousand, two-hundred (1,200) square feet with no extensions or borders. (d) Plans and specifications for the proposed installation of the Billboard and Digital Display, 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 Property 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 jurisdiction 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 Billboard and Digital Display prior to the final issuance of the building permits.
(h) The activities proposed in this Agreement shall be conducted completely upon the Property and shall not use or encroach on any public right-of-way. (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 Billboard structure. (j) Developer 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-candles limitation over ambient light levels at 250 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 Community Development Director 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 27 by the City’s Community Development Director 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 either digital sign face of the Digital Display is not operating correctly or in the event of a malfunction, Developer shall immediately turn the entire affected face off, or show a one hundred percent (100%) black image on the display until corrected. During such time, Developer may continue to operate the unaffected digital sign face.

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 (such as fade, dissolve, wipe, or motion graphics).
28 EXHIBIT D

BILLBOARD DESIGN AND DIGITAL DISPLAY ELEVATIONS
29 EXHIBIT E

SCHEDULE OF PERFORMACE

ITEM OF PERFORMANCE TIME FOR PERFORMANCE REFERENCE

1. City Council Hearings to Approve this
Agreement
Date TBP (First Reading)
Date TBP(Second Reading)

2. Effective Date of this Agreement 30 days following City Council’s Second Reading – (Date TBP)

3. 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
4 Developer pays One-time Implementation
Fee
Within five (5) days following
issuance of Building Permit

2.5.1 5. City approves all construction and
engineering drawings and specifications
with plan check approval and issues a
building permit and electrical permit.

Within thirty (30) days of City’s
receipt of submittals, as deemed
complete
N/A

6. Developer commences Billboard and Digital
Display construction.

No later than one hundred and
eighty (180) days following
Issuance of Final Permits

3.4 7. Developer submits proof of insurance. Within seven (7) days following issuance of Final Permits

7.2.1 8. Developer pays City Annual Installments 1
st installment due on the 1st of
the month following Building
Permit Issuance.

Quarterly installments shall
continue on January 1st, April 1st,
July 1st, and October 1st
thereafter through the Term of
the Agreement.

2.5.1 30

EXHIBIT F

CONDITIONS OF APPROVAL
DEVELOPMENT AGREEMENT BDA-26-01

1. This Development Agreement approval is granted pursuant to Title 19 of the Commerce Municipal Code. It applies exclusively to the designated property, approved improvements, and on-site signage, and the approval remains valid upon any change of ownership of the property or any lawfully existing building or structure.

2. All conditions are binding upon the applicant, successors, and assigns; run with the land; govern the issuance and validity of certificates of occupancy; and restrict and limit the construction, location, use, and maintenance of all land and structures within the development.

3. All rights under this permit terminate within 12 months of the effective date unless construction commences or a written time extension is granted pursuant to a request submitted prior to expiration, per Section 19.39.460 of the Commerce Municipal Code.

4. All approved signage must comply at all times with Chapter 19.25 (Signs) of the Commerce Municipal Code, unless otherwise authorized by the Development Agreement.

5. All cladding associated with the proposed signage must be dull or opaque to eliminate glare.

6. All LED signage must dim to an industry standard of 0.3 foot-candles over ambient light levels during evening hours as determined and confirmed by Planning staff to limit freeway glare.

7. Prior to the issuance of any building or electrical permits, the applicant shall submit a comprehensive photometric study prepared by a certified lighting engineer. The report must explicitly demonstrate that the proposed digital billboard sign complies with the maximum light levels established in Section 19.25.180(F)(7) (capped at a maximum of 3 foot-candles over ambient light levels at specified distances based on the 2000 Lewin Lighting Study). Furthermore, prior to final sign operation, the operator shall obtain and submit written certification from the sign installer or manufacturer confirming that the required automatic light-sensing and dimming devices are fully operational and meet all municipal standards.

8. If applicable, prior to final plan approval, the applicant shall submit a detailed landscape plan accompanied by a photographic view study of the structure. This study must demonstrate both the visual integration of the site within its viewshed (defined as a distance of one-quarter mile from the sign face) and from a more distant approach, ensuring compliance with the aesthetic and drought-tolerant landscaping requirements set forth in Section 19.25.180(G).
31 9. In the event that thirty percent (30%) or more of the digital sign face malfunctions, freezes, or fails to display properly, the operator shall immediately program the display to show a 100% black image or turn the digital sign off entirely until repairs are completed.

10. All digital display images and messages shall change instantaneously without the use of special transitional effects, including fading, wiping, flashing, scrolling, or motion graphics.

Furthermore, each message or advertisement shall maintain a minimum dwell time interval of eight (8) seconds before transitioning to the next display.

11. Upon request by the City at any time following the installation of the structure, the operator shall immediately provide updated documentation, logs, or technical certifications demonstrating ongoing compliance with the approved lighting thresholds, automatic shutoff mal-function protocols (for screen failures exceeding 30%), and National Emergency Network connectivity standards.

12. The applicant is solely responsible for obtaining all necessary approvals and permits from Caltrans for the billboard sign.

13. The applicant shall provide a minimum of 10% of the total available message display time across 24 hours free of charge for City civic purposes, public service announcements, and special events, and shall cooperate with the City to accommodate community messaging on the approved digital billboard displays.

14. The applicant/developer shall faithfully comply with all financial public benefits, development agreement payments, Minimum Annual Guarantee (MAG) fees, annual revenue share percentages, and late charge provisions set forth in Section 2.5 of Development Agreement No. BDA-26-01. Proof of timely payment of all required fees and guarantees shall be a condition precedent to the issuance of building permits, ongoing project operation, and the validity of any associated permits. The City reserves its rights to conduct an annual audit as specified in Section 2.5 of Development Agreement No.

BDA-26-01.

15. The Developer shall not utilize any of the digital displays to advertise or display messages that are inherently false, misleading, or libelous; promote the sale or use of firearms, tobacco products, cannabis, smoking, or vaping, whether directly or indirectly; promote sexually oriented materials, adult businesses, entertainment, products, conventions, events, or websites; promote any product, service, or activity illegal under federal, state, or local laws or regulations, including rules promulgated by Caltrans' Office of Outdoor Advertising; are of an obscene, indecent, or immoral character as defined under California Business and Professions Code Section 5402, or constitute obscene or harmful matter under California Penal Code Sections 311 and 313; are dangerous or hazardous to public safety or the safe and efficient operation of vehicles on adjacent streets and highways; or promote, advertise, or encourage any gambling, gaming, cardroom, or casino operations, 32 facilities, events, or related activities (including any physical casino, tribal gaming facility, cardroom, or online gambling platform) located outside the jurisdictional boundaries of the City of Commerce.

16. The City reserves the right to install public safety telecommunications equipment on the billboard pole at no cost to the Developer, provided it does not interfere with digital display operations. Furthermore, if the Developer enters into any agreement for the installation of commercial wireless, cellular, data, or Wi-Fi devices and ancillary equipment on the pole, the Developer shall pay the City an annual fixed facility fee equal to ten percent (10%) of the gross revenue collected from such device, pursuant to Sections 2.6.3 and 2.6.4 of the Development Agreement.

17. The Developer shall provide a five percent (5%) reduction on any applicable rates for advertising on the Billboard to all local businesses and economic groups with a home business address in the City of Commerce and a valid City of Commerce business license.

18. The Developer shall construct and install on the billboard an illuminated jurisdictional sign prominently identifying the City of Commerce and incorporating the City’s official seal at no cost to the City. The final design of the jurisdictional sign, physical dimensions, materials, and its placement on the billboard structure shall be subject to the review and approval of the City Manager, or designee (utilizing the design examples provided by the City to Developer dated August 12, 2026, as reference guidance), provided that the final approved design strictly incorporates the City's official logo and seal.

19. Upon a transfer of property ownership, the new owner must be fully informed of the permitted use, development standards, and all associated conditions of approval.

20. Roadways must be kept open to traffic during construction, if applicable.

21. Construction equipment must be properly tuned to reduce exhaust emissions.

22. Roads adjacent to the project site shall be swept as needed to reduce fugitive dust from the proposed project site.

23. The property shall be developed and maintained in a neat, quiet, and orderly condition and operated in a manner so as not to be detrimental to adjacent properties and occupants.

24. Contractors and subcontractors performing work on the project must obtain a City of Commerce business license and all required permits.

25. If the Director of Community Development determines that a situation detrimental to public health, safety, or welfare arises from the operation, the Director may mandate operational changes, additional studies, and supplementary mitigation measures. 33 26. Operations must comply with all pertinent South Coast Air Quality Management District (SCAQMD) regulations, if applicable.

27. All required permits by all permitting agencies shall be obtained for the operation of said use and any construction associated with the subject request. Proof of such approvals must be furnished prior to the billboard sign being operational.

28. Construction activities are permitted between the hours of 7:00 a.m. to 6:00 p.m., unless otherwise authorized by the Community Development Department.

29. Storage of materials related to construction activities shall be contained entirely within the project site.

30. The project site shall be cleared of all debris prior to the issuance of a Building and Planning Division final inspections.

31. If applicable, Southern California Edison (SCE) requires the following conditions for any SCE services:
a. The applicant is responsible for contacting SCE and arranging electrical service at the appropriate construction stage. Electrical designs must be created by SCE and approved by the City of Commerce Building and Safety Division (CCBSD). b. All on-site electrical service connections must utilize an underground (UG) design method to avoid overhead connections.
c. All required SCE equipment (PME switches, transformers, capacitors) must be installed in a pad mounted configuration above finished grade on an approved SCE structure.
d. All required SCE cables must be installed utilizing underground conduits or cable trenches designed by SCE.
e. No new overhead (OH) facilities may be installed across private property without CCBSD approval.

32. The project applicant shall install energy-efficient electrical appliances and equipment in accordance with the California Energy Efficiency Standards (Title 24), if applicable.

33. No additional signage is permitted on the structure or property unless a separate Variance or amendment is applied for and granted.

34. Violation of any condition of approval shall be cause for revocation and the termination of all rights granted thereunder.

35. The Director of Community Development (or designee) is authorized to make minor modifications to preliminary plans or conditions pertaining strictly to architectural style, 34 cladding materials, design elements, or aesthetic features, provided such changes achieve substantially the same results as strict compliance and do not alter the approved overall height or dimensions of the display boards.

36. The applicant must sign, notarize, and return an affidavit accepting all Conditions of Approval to the Community Development Department within 10 days of approval by City Council. The applicant acknowledges that these conditions are a condition precedent to the grant of approval, and failure to comply renders the permit non-binding against the City and confers no legal rights.

37. Each digital billboard sign shall be connected to the National Emergency Network and provide emergency information, including child abduction alerts (Amber Alerts) or other missing persons and emergency alerts issued by local, state, or federal authorities, in accordance with local and regional first responder protocols.

38. The applicant shall, at its sole expense, defend, indemnify, and hold harmless the City of Commerce and its elected and appointed officials, agents, officers, employees, and consultants from any and all claims, actions, suits, or proceedings (including legal challenges under the California Environmental Quality Act or any other local, state, or federal land use laws) arising out of, or in connection with, the approval, processing, construction, operation, or maintenance of the project, its associated permits, or this Development Agreement. This indemnification obligation includes, but is not limited to, the payment of all damages, losses, liabilities, penalties, fines, court costs, and reasonable attorney's fees and expenses incurred by the City in connection therewith. The City shall promptly notify the applicant of any such claim, action, or proceeding and shall cooperate fully in the defense. The City shall have the absolute right to approve counsel of its choice, control its own defense, and determine whether to settle any litigation. Furthermore, the City may require the applicant to deposit funds with the City in advance to cover anticipated legal defense costs or retain independent counsel acceptable to the City.