Agenda packet, regular meeting, first session — Santa Fe Springs City Council, December 6, 2022 (part 2 of 3)

10.14. Covenant Not To Sue. The parties to this Agreement, and each of them, agree that this Agreement and each term hereof are 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.

10.15. Development as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the Development is a private development, that neither party is acting as the agent of the other in any respect hereunder, and that each party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement.

No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between the 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 private property on the other hand. The City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private development into a “public work” development, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer’s private development into a public work project, it being understood that this Agreement is entered into by the 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 the City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement.

10.16. 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.

10.17. Eminent Domain. No provision of this Agreement shall be construed to limit or restrict the exercise by the City of its power of eminent domain or Developer’s right to seek and collect just compensation or any other remedy available to it.

10.18. Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties specifically approving the amendment (which approval shall not be unreasonably withheld, conditioned or delayed) and in accordance with the Government Code provisions for the amendment of development agreements. The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non-material modifications may be approved on behalf of the City by the City Manager upon reasonable approval by the City Attorney.

10.19. Assignment. Developer shall have the right to transfer or assign its rights and obligations under this Agreement (collectively, an “Assignment”) to any person or entity (an “Assignee”) in connection with a transfer or assignment of all of Developer’s interest in the Lease without the prior approval of the City; provided that, (a) Developer shall notify City in writing of such proposed Assignment at least thirty (30) days prior to the effective date of any proposed Assignment, and (b) Developer and Assignee shall enter into a written assignment and assumption agreement, executed in recordable form, pursuant to which Assignee shall agree to assume all duties and obligations of Developer under this Agreement remaining to be performed at the time of the Assignment.

10.20. Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this 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.

10.21. 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 to such other address as either party may from time to time designate in writing by providing notice to the other party:

If to the City: City of Santa Fe Springs
11710 E. Telegraph Road
Santa Fe Springs, CA 90670
Attn: City Manager
If to Developer: 605 Investment, LLC
2 S. View
Trabuco Canyon, CA 92679
Attn: Glenn Emanuel

10.22. Nonliability of City Officials. No officer, official, member, employee, agent, or representatives of the 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.

10.23. No Brokers. The City and Developer each represent and warrant to the other that it has not 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.

10.24. No Amendment of Lease. Nothing contained in this Agreement shall be deemed to amend or modify any of the terms or provisions of the Lease. Nothing contained in this Agreement shall constitute or be deemed to constitute a limit on any of Developer’s obligations under the Lease, or any of Owner’s rights or remedies against Developer under the Lease.

Signature page to OPERATING AGREEMENT NO. 01-2022
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.

CITY: CITY OF SANTA FE SPRINGS
a California municipal corporation
By:

Mayor
DEVELOPER: 605 Investment, LLC.
a California Corporation
By:

Glenn Emanuel, Manager

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

COUNTY OF
On , , before me,
(here insert name and title of the officer)
personally appeared
,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

STATE OF CALIFORNIA

I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
EXHIBIT “A”

LEGAL DESCRIPTION OF SITE
All that certain real property located in the City of Santa Fe Springs, County of Los Angeles, State of California more particularly described as follows:

THE SURFACE THEREOF, AS EXCEPTED IN THE DEED FROM THE STATE OF CALIFORNIA, BY DEED RECORDED MAY 27, 1971 AS INSTRUMENT NO. 2386, IN BOOK D-5070 PAGE 759, OFFICIAL RECORDS EXHIBIT “B”

SCOPE OF DEVELOPMENT
Developer and the City agree that the Development shall be undertaken in accordance with the terms of the Agreement, which include the following:

1. The Development. Developer shall install the New Electronic Billboard in accordance with the terms of this Agreement. The New Electronic Billboard consists of one (1) 50- foot tall, V-shape electronic billboard with displays screen measuring 14ʹ x 48ʹ that is oriented southbound toward Interstate 605 Freeway. Before the issuance of final inspection of the Final Permits, Developer shall underground all utilities necessary for the New Electronic Billboard and the Site shall be maintained in accordance with the conditions at Paragraph 3 below.

2. Building Fees. Developer shall pay all applicable City building fees, as described at Section 2.4 of the Agreement, at the time that the building permit is issued for the installation of the New Electronic Billboard.

3. Maintenance and Access. Developer, for itself and its successors and assigns, hereby covenants and agrees to be responsible for the following:
(a) Maintenance and repair of the New Electronic Billboard (where authorized pursuant to the Agreement, and including but not limited to, the displays installed thereon, and all related on-site improvements and, if applicable, easements and rights-of-way, at its sole cost and expense), including, without limitation, landscaping, poles, lighting, signs and walls (as they relate to the Development) in good repair, free of graffiti, rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, Resolutions and regulations of all federal, state, and local bodies and agencies having jurisdiction over the Site, unless those federal, state, and local bodies have an exception for a legal nonconforming use. Such, maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Development; (ii) the care and replacement of all shrubbery, plantings, and other landscaping or the painted backing in a healthy condition if damaged by the Development; (iii) the ongoing maintenance by Developer of any access road to the New Electronic Billboard if damaged by the Development and to minimize dust caused by the Development; and (iii) the repair, replacement and repainting of the New Electronic Billboard’s structures and displays as necessary to maintain such billboards in good condition and repair.
(b) Maintenance of the New Electronic Billboard and surrounding portion of the Site 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 Development 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 the Site. (c) Developer shall reasonably coordinate with any neighboring property owners who share utilities or access roads to their separate respective billboards. The City may designate alternative access for planning purposes so long as such alternative access allows Developer to access its billboard and related utilities.

4. Other Rights of the City. In the event of any violation or threatened violation of any of the provisions of this Exhibit “B”, then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of the Agreement, the City shall have the right, after complying with Section 6.4 of the 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, 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 Development or any part thereof or interests therein as to the violating person or one threatening violation.

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 the Agreement. The failure of the City to enforce the 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 Developer, its successors, transferees or assigns, for any default or breach by the City under the Agreement.

6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Electronic Billboard and, where stated, landscaping adjacent to New Electronic Billboard, which billboard and landscaping or painted backing adjacent to the billboard, respectively, shall conform to all applicable provisions of the Development Approvals and the following conditions, in a manner subject to the approval of the Director of Planning or his or her 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 shall be located in the portion of the Site shown on Exhibit “C-1”, and shall be of the dimensions described in Section 1, above. (c) The size of each sign display of the New Electronic Billboard shall not exceed the dimensions set forth in the Resolution, and shall not to exceed the maximum height set forth in the Resolution, including all extensions, and shall be spaced at intervals from any other billboard on the same side of the freeway and measured parallel to the freeway as set forth in the Resolution and depicted in the Site Plan at Exhibit “C-1” and Billboard Elevation at Exhibit “C2” both approved by the City as part of the Development Approvals. (d) The New Electronic Billboard pole shall have a column cover as depicted in the Billboard Elevation within Exhibit “C-2”, or as modified by the Development Approvals. (e) Plans and specifications for the proposed installation of the New Electronic Billboard shall be submitted to the City Planning and Building Departments for plan check and approval prior to the issuance of building permits. Plans and specifications for the proposed installation of the undergrounding of all utilities, shall be submitted to the City Planning and Building Departments for plan check and approval prior to the issuance of electrical permits. (f) 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.
(g) Developer shall maintain the New Electronic Billboard 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 Resolution with jurisdiction over the facilities, unless the Development is exempted as a legal nonconforming use. (h) Developer shall, at all time, comply with the approval for the New Electronic Billboard from the California Department of Transportation Outdoor Advertising Division, and shall maintain acceptable clearance between proposed billboards and Southern California Edison distribution lines.
(i) Developer shall pay any and all applicable fees due to any public agency prior to the final issuance of the applicable building or electrical permits. (j) The activities proposed in the Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way. (k) Developer shall ensure that all access to the New Electronic Billboard is kept restricted to the general public to the extent permitted under local laws and by the Development Approvals.
(1) If any portion of the landscaping or painted backing installed adjacent to the New Electronic Billboard is damaged by the Development or becomes damaged, unhealthy or otherwise in need of replacement, as determined by the City’s Director of Planning or his or her designee, Developer shall ensure that the replacement is accomplished within fourteen (14) days of notification by the City, unless such time is extended by the City’s Director of Planning or his or her designee if Developer shows unusual circumstances requiring more time to accomplish such replacement. Developer or Owner may trim such landscaping so as not to block the billboards or with the reasonable consent of the Director of Planning, the Developer at the Developer’s own cost, can remove and relocate any landscaping.
(m) Developer shall be required to install all utilities underground in connection with the New Electronic Billboard in conformance with Resolution Nos. 221-2022 and 9832.

Developer shall coordinate its work with the requirements of Southern California Edison to achieve the undergrounding of all utilities.
(n) Developer shall comply with all necessary federal National Pollutant Discharge Elimination System (NPDES) requirements pertaining to the proposed use, to the extent applicable.
(o) 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 Development. (p) Prior to final sign of the building permit for the New Electronic Billboard, the applicable landscaping or painted backing shall be installed at the Site. (q) Developer shall comply with State law regarding the limitation of light or glare or such other 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 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 Planning or his or her designee with a designated Developer employee’s phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City’s Planning Officer or designee, Developer shall dim the display to meet these guidelines and further perform a brightness measurement of the display using OAAA standards and provide the City with the results of same within 5 days of the City’s complaint.

EXHIBIT “C-1”

SITE PLAN
(949) 794-1180
Irvine, CA 926142 Park Plaza, Suite 1120
Environment | Planning | Development
Solutions, Inc.

OUTDOOR ASSOCIATES
14'x48' LED BOARD AT BOTH FACES

FOR PROPOSED ELECTRONIC BILLBOARD BACK TO BACK SIGN

SITE PLAN
8717 PIONEER BOULEVARD (W/O 605 FWY.)
SANTA FE SPRINGS, CA 90670
APN 8177-029-004
1 PROJECT ADDRESS:
8717 PIONEER BOULEVARDSANTA FE SPRINGS, CA 90670
ASSESSOR'S PARCEL NO.:
8177-029-004
SITE AREA:

5.40 Ac
NOTES:

1. THE PROJECT WILL NOT REQUIRE REMOVAL OF ANY PARKING SPACES.

2. THE SITE BOUNDARY AND EXISTING PLANIMETRICS SHOWN ARE REFERENCED FROM THE A.L.T.A. / N.S.P.S. LAND TITLE SURVEYPREPARED FOR 8717 PIONEER BLVD., SANTA FE SPRINGS, CA BY ANACALENGINEERING COMPANY, ANAHEIM, CA, DATED 2/28/2017. ANACALENGINEERING CO. MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE FITNESS OF THESE FILES FOR ANY PURPOSE. FURTHER, ANACAL ENGINEERING CO. RESERVES THE RIGHT TO UPDATE, REVISE AND MAKE

CHANGES TO THE INFORMATION CONTAINED IN THESE FILES WHEN IT

DEEMS APPROPRIATE WITHOUT OBLIGATION TO ANY PERSON,
ORGANIZATION OR OTHER ENTITY.3. THE SITE AERIAL AND FIELD TOPOGRAPHY SHOWN IS REFERENCED FROM THE TOPOGRAPHIC SURVEY-SANTA FE SPRINGS, PERFORMED BYHILLWIG GOODROW, DATED DECEMBER 30,2021. THE PURPOSE OF THIS

SURVEY IS TO LOCATE SURFACE FEATURES AND SUBSURFACE UTILITIES

IN TWO AREAS THAT WILL BE USED FOR THE CONSTRUCTION OF NEW BILLBOARDS. THESE TWO AREAS WERE SURVEYED BY GROUNDMETHODS.

4. THIS PLAN DOES NOT SHOW THE LOCATION OF, OR ENCROACHMENTS BY, ANY BUILDINGS OR STRUCTURES SUBSURFACE FOOTINGS ORFOUNDATIONS, UTILITY LINES OR STRUCTURES.

5. UNDERGROUND UTILITIES MAY EXIST ON OR ADJACENT TO THE NEWSIGN LOCATION. THEREFORE, THE CONTRACTOR SHALL CALL DIG-ALERT AT 811 PRIOR TO EXCAVATION TO VERIFY THE EXACT LOCATIONS OF UNDERGROUND FACILITIES, AND SHALL POTHOLE LOCATIONS WITHIN 10'FOR THE PROPOSED SIGN FOOTING.

6. THE CONTRACTOR SHALL VERIFY ALL DIMENSIONS IN THE FIELD FOR PROPER COORDINATION OF WORK.

LEGEND

PARCEL/LOT LINEEASEMENT LINERIGHT-OF-WAY LINESITE BOUNDARYASSESSOR'S PARCEL LINE

INDICATES TITLE REPORT EXCEPTION PLOTTED ON
A.L.T.A. / N.S.P.S. LAND TITLE SURVEY PREPARED FOR
8717 PIONEER BLVD., SANTA FE SPRINGS, CA BY ANACAL
ENGINEERING COMPANY, ANAHEIM, CA, DATED 2/28/2017

CALTRANS ROW (NO ACCESS)RIGHT-OF-WAY LINE
( ) BEARINGS AND DISTANCES PER A.L.T.A. / N.S.P.S. LAND

TITLE SURVEY
7 25'

ENLARGED SITE PLAN
8717 PIONEER BOULEVARD (W/O 605 FWY.)
SANTA FE SPRINGS, CA 90670
APN 8177-029-004
(949) 794-1180Irvine, CA 926142 Park Plaza, Suite 1120
Environment | Planning | Development
Solutions, Inc.

OUTDOOR ASSOCIATES
14'x48' LED BOARD AT BOTH FACES

FOR PROPOSED ELECTRONIC BILLBOARD BACK TO BACK SIGN
2 NOTES:1. THE PROJECT WILL NOT REQUIRE REMOVAL OF ANY PARKING SPACES.

2. THE SITE BOUNDARY AND EXISTING PLANIMETRICS SHOWN ARE REFERENCED FROM THE A.L.T.A. / N.S.P.S. LAND TITLE SURVEY PREPARED FOR 8717 PIONEER BLVD.,

SANTA FE SPRINGS, CA BY ANACAL ENGINEERING COMPANY, ANAHEIM, CA, DATED 2/28/2017. ANACAL ENGINEERING CO. MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE FITNESS OF THESE FILES FOR ANY PURPOSE. FURTHER, ANACALENGINEERING CO. RESERVES THE RIGHT TO UPDATE, REVISE AND MAKE CHANGES TO

THE INFORMATION CONTAINED IN THESE FILES WHEN IT DEEMS APPROPRIATE WITHOUT OBLIGATION TO ANY PERSON, ORGANIZATION OR OTHER ENTITY.

3. THE SITE AERIAL AND FIELD TOPOGRAPHY SHOWN IS REFERENCED FROM THE

TOPOGRAPHIC SURVEY-SANTA FE SPRINGS, PERFORMED BY HILLWIG GOODROW, DATED DECEMBER 30,2021. THE PURPOSE OF THIS SURVEY IS TO LOCATE SURFACE

FEATURES AND SUBSURFACE UTILITIES IN TWO AREAS THAT WILL BE USED FOR THE CONSTRUCTION OF NEW BILLBOARDS. THESE TWO AREAS WERE SURVEYED BYGROUND METHODS.

4. THIS PLAN DOES NOT SHOW THE LOCATION OF, OR ENCROACHMENTS BY, ANY BUILDINGS OR STRUCTURES SUBSURFACE FOOTINGS OR FOUNDATIONS, UTILITYLINES OR STRUCTURES.

5. UNDERGROUND UTILITIES MAY EXIST ON OR ADJACENT TO THE NEW SIGN LOCATION. THEREFORE, THE CONTRACTOR SHALL CALL DIG-ALERT AT 811 PRIOR TO

EXCAVATION TO VERIFY THE EXACT LOCATIONS OF UNDERGROUND FACILITIES, AND SHALL POTHOLE LOCATIONS WITHIN 10' FOR THE PROPOSED SIGN FOOTING.

6. THE CONTRACTOR SHALL VERIFY ALL DIMENSIONS IN THE FIELD FOR PROPER COORDINATION OF WORK.

LEGEND

PARCEL/LOT LINEEASEMENT LINERIGHT-OF-WAY LINESITE BOUNDARYASSESSOR'S PARCEL LINE INDICATES TITLE REPORT EXCEPTION PLOTTED ON A.L.T.A. /
N.S.P.S. LAND TITLE SURVEY PREPARED FOR 8717 PIONEER BLVD.,

SANTA FE SPRINGS, CA BY ANACAL ENGINEERING COMPANY,
ANAHEIM, CA, DATED 2/28/2017

CALTRANS ROW (NO ACCESS)RIGHT-OF-WAY LINE
( ) BEARINGS AND DISTANCES PER A.L.T.A. / N.S.P.S. LAND

TITLE SURVEY
7 25'
CIV IL REGISTERED PROFESS IONAL ENGINE R JOHNS.WEAVER STATE OF CAL IFORNIA EXP. 09/30/22
C70473
11/23/20 COLUMN SPLICE DETAIL 5'-6" LOWER COLUMN PIPE 48"Ø x 0.625" (Fy = 42 KSI) UPPER COLUMN PIPE 42"Ø x 0.625" (Fy = 42 ksi) 1" RING PLATE 5/16 5/161 1/8 @ 45° O.C.3 1/2 6" 2" MIN. 1" 3/8 1 1/4" RING PLATE 3/4" RING PLATE 1/4 2-8 14'-0" FACE 5 EQ. SP.@ 8'-0" = 40'-0" 48'-0" FACE 4'-0" 4'-0" UPRIGHT BRACE TORSION REAR LADDER TORSION REAR WALKWAY REAR WALKWAY SLOPE CONCRETE GRADE AWAY FROM PIPE 10'-0" LOWER COLUMN PIPE 48"Ø x 0.625" (Fy = 42 ksi) SEE COLUMN SPLICE DETAIL UPPER COLUMN PIPE 42"Ø x 0.625" (Fy = 42 ksi) 51'-0" H.A.G.L. 65'-0" O.A.H. BRACE APPROXIMATELY 5' WIDE POLE COVER AND ATTACHMENT BY OTHERS BACKSET COLUMN 3 1/2" OVER FULL HEIGHT. REFERENCE 1/4" IN 4'. PLAN VIEW 48'-0" FACE 4'-0" 8'-0" 8'-0" 8'-0" 8'-0" 8'-0" 4'-0" TORSION COLUMN REAR WALKWAY UPRIGHT 15'-0" 15'-0" BRACE L3"x3"x1/4" (T & B) w/ (2) 1/2"Ø A-307 BOLTS @ EACH CONN. SPREADER W12x35 TYP. COLUMN ~15'-0" DIGITAL DISPLAY AND ATTACHMENT (BY OTHERS) CROSS BRACE 3/4"Ø ROD (SEE DETAIL) TORSION ENCLOSURE SPREADER G G 4'-0" 10'-0" 4'-0" 10'-0" ENCLOSURE UPRIGHT ENCLOSURE DECKING REAR LADDER DD DD CROSS BRACE 3/4"Ø ROD (SEE DETAIL) 6'-0" EMBELLISHMENT 2'-0" EMBELLISHMENT 36'-0" EMBELLISHMENT 12'-0" EMBELLISHMENT SECTION J-JL 3" x 3" x 1/4" x 30' LONG EQ. SPACED @ 90° (4) REQUIRED 1/4 2-6 COLUMN PIPE EDGE OF DRILLED FOOTING SHAFT FILL ANNULUS WITH CONCRETE ELEVATION 50'-0" ROUND CONCRETE FOOTING 24" CONCRETE COVER AT BOTTOM 5'-0" Ø (MIN) J J 10'-0" DECORATIVE EMBELLISHMENT AND ATTACHMENT (BY OTHERS) DECORATIVE EMBELLISHMENT AND ATTACHMENT (BY OTHERS) 6" SEE COLUMN- TORSION CONNECTION DETAIL NOSE ENCLOSURE 3/4"Ø CROSS BRACE JOB NO. DATE SHEET NO. DR. CH. 14' x 48' SINGLE POST DOUBLE FACE 30' V-BUILD DIGITAL READY (BOTH SIDES) W/ ENCLOSURE & EMBELLISHMENTS S1 of 2 CUSTOMER OUTDOOR ASSOCIATES 12243 GARVEY AVE. EL MONTE, CA APN 8565-004-004/009 SIGN LOCATION THIS PRINT IS THE PROPERTY OF RMG OUTDOOR, INC. PROFESSIONAL SEAL VALID ONLY WHEN FABRICATED BY THE ABOVE. IT IS PROVIDED FOR PERMIT PURPOSES ONLY. ANY OTHER USE OR REPRODUCTION IS PROHIBITED WITHOUT WRITTEN AUTHORIZATION FROM RMG OUTDOOR, INC. JSW11/23/20 4425 North 24th Street, Suite 200 Phoenix, Arizona 85016 Phn: (602) 230-8634 Fax: (602) 230-9071 ENG. NO. G-11480 JSW 21389 RMG G-11480 1448PF30V LED ENCL OUTDOOR ASSOC EL MONTE, CA NOTES AND SPECIFICATIONS CODE - 2019 CALIFORNIA BUILDING CODE LOCATION COORDINATES - 34°03'51.8"N, 118°00'45.3"W WIND DESIGN - SIGN STRUCTURE WIND LOADS ARE DETERMINED IN ACCORDANCE WITH ASCE 7-16 SECTION 29.4.1. BASIC WIND SPEED: 95 MPH (3 SECOND GUST) RISK CATEGORY: II EXPOSURE: C VELOCITY PRESSURE (qz): 22.6 PSF REFER TO ASCE 7-16 FIGURE 29.4-1. ANY SIGN COMPONENTS NOT SPECIFICALLY DETAILED ON THESE DRAWINGS BUT ATTACHED TO THE STRUCTURE SHALL BE DESIGNED IN ACCORDANCE WITH THE INFORMATION ABOVE. SEISMIC DESIGN - SIGN STRUCTURE SEISMIC LOADS ARE DETERMINED IN ACCORDANCE WITH ASCE 7-16 CHAPTER 15 AND THE EQUIVALENT LATERAL FORCE PROCEDURE. RISK CATEGORY: II (Ie = 1.0) SS = 1.783, S1 = 0.647 SITE CLASS D SDS = 1.427, SD1 = 0.7333 SESIMIC DESIGN CATEGORY D CS = 0.204 R = 3.0 DESIGN SEISMIC BASE SHEAR = 9.6 KIPS (ASD) LIVE LOAD - WALKWAYS: 40 PSF OR 300 POUNDS AT ANY POINT DEAD LOAD - LED DISPLAY: 8,000 LBS EACH SIDE OTHER STRUCTURAL MEMBERS: AS NOTED IN CALCULATIONS STEEL - WIDE FLANGES: ASTM A992 PIPES: ASTM A53, A252, A500 OR API 5L GRADED TO MEET Fy ON DRAWING OTHER SHAPES & PLATES - ASTM A36 OR A572 GRADE 50 EXPANDED METAL GRATING - EXPANDED METAL GRATING SHALL BE MANUFACTURED FROM CARBON STEEL IN CONFORMANCE WITH THE EXPANDED METAL MANUFACTURERS ASSOCIATION (EMMA) STANDARD NO. 557-18, 'STANDARDS FOR EXPANDED METAL.' EMMA IS A DIVISION OF THE NATIONAL ASSOCIATION OF ARCHITECTURAL METAL MANUFACTURERS (NAAMM). ALL STRUCTURAL STEEL SHALL BE FABRICATED AND ERECTED ACCORDING TO LATEST AISC SPECIFICATIONS AND STANDARD PRACTICE. PAINTING - ALL STRUCTURAL STEEL, EXPOSED TO WEATHER, SHALL BE SHOP PRIMED AND PAINTED IN ACCORDANCE WITH AISC 335 (SPECIFICATION) AND AISC 303 (STANDARD PRACTICE). WELDING - ALL WELDING PROCEDURES, MATERIALS AND COMPONENTS SHALL BE IN COMPLIANCE WITH AWS D1.1 USING 70 KSI FILLER MATERIAL. BOLTS - BOLTS SHALL CONFORM TO ASTM F3125 GRADE A325 AND BE ZINC PLATED OR HOT DIPPED GALVANIZED. ALL BOLTS SHALL BE INSTALLED TO A PRE-TENSIONED (PT) CONDITION UNLESS NOTED TO BE SNUG TIGHT. PT BOLTS SHALL BE FULLY TENSIONED PER AISC TURN OF THE NUT METHOD (1/3 OF A TURN PAST A SNUG TIGHT CONDITION) OR OTHER AISC APPROVED TENSIONING METHOD. CONCRETE - FOUNDATION CONCRETE IS ASSIGNED TO EXPOSURE CLASS C1 PER ACI 318-14 TABLE 19.3.1.1. IN ADDITION TO EXPOSURE CLASS REQUIREMENTS, CONCRETE SHALL BE PROPORTIONED WITH TYPE II CEMENT AND HAVE A MINIMUM COMPRESSIVE STRENGTH OF 2500 PSI AT 28 DAYS. CONCRETE TO BE PLACED IN ACCORDANCE WITH ACI 318 WITH A MAXIMUM WATER TO CEMENT RATIO OF 0.50. ROUND COLUMN FOOTING - FOUNDATION DESIGNED USING RECOMMENDATIONS PROVIDED IN GEOTECHNICAL INVESTIGATION REPORT PROJECT NO. 20122-00 BY KLING CONSULTING GROUP, INC. DATED AUGUST 31, 2020. REFER TO REPORT FOR ADDITIONAL INFORMATION. SPECIAL INSPECTIONS - SPECIAL INSPECTIONS ARE REQUIRED PER CHAPTER 17 FOR THE FOLLOWING ITEMS: -- HIGH STRENGTH BOLTS: PERIODIC INSPECTION TO REVIEW BOLT TYPE AND TENSION. -- FIELD WELDING: CONTINUOUS INSPECTION OF ALL FIELD PLUG WELDING. -- FIELD WELDING: CONTINUOUS INSPECTION OF ALL FIELD MULTI PASS FILLET WELDS. -- DRILLED FOUNDATION: CONTINUOUS INSPECTION DURING DRILLING OPERATIONS. STEEL FABRICATOR - ALL STRUCTURAL STEEL SHALL BE SHOP FABRICATED BY THE FOLLOWING APPROVED FABRICATOR: PAGE STEEL 2040 INDUSTRIAL DRIVE PAGE, ARIZONA 86040 THE ERECTOR SHALL VERIFY ALL DIMENSIONS AND CONDITIONS IN THE FIELD BEFORE ERECTION AND NOTIFY ENGINEER OF ANY DISCREPANCIES. . THE UNDERSIGNED ENGINEER WILL NOT SUPERVISE THE FABRICATION OR ERECTION OF THIS STRUCTURE. WSE NO. 21389 Maximum 50'
Travel Lane 38 107 SIGN LOCATION SANTA FE SPRINGS, CA PRELIMINARY DRAWING NOT FOR CONSTRUCTION 85'-0" 71'-0" 24'-0" CIV IL REGISTERED PROFESS IONAL ENGINE R JOHNS.WEAVER STATE OF CAL IFORNIA EXP. 09/30/22
C70473
11/23/20 VARIES 14' MAX 14'-6"
UPRIGHT W8x18 VARIES 14' MAX BRACE L 3"x3"x1/4" w/ (2) 1/2" A-307 BOLTS EACH CONNECTION 3'-6" SPREADER SEE WALKWAY MOUNTING DETAIL 5 1/2" TORSION 2'-1 1/2" 2'-1 1/2" 5 1/2" W8x13 REAR WALKWAY PER TYPICAL WALKWAY DETAIL EE UPRIGHT W8x18 BRACE L 3"x3"x1/4" w/ (2) 1/2" A-307 BOLTS EACH CONNECTION 2'-0" REAR LEDGER SECTION D-D THRU SIGN 8" (8) 3/4"Ø A-325 BOLTS GA. 3 1/2" 4 1/2" (8) 5/8"Ø A-325 BOLTS GA. 2 3/4" SECTION B-B SECTION C-C UPRIGHT-SPREADER-TORSION CONNECTION SPREADER W12x35 C C UPRIGHT W8x18 BB PL 1/2" 1'-5" 7 1/2" x 18" 1/4 1/4 1/4 1/4 W12x35 1 1/2" TORSION PL 3/8" 3"x FIT B.S. 1/4 4" 8" 4" 1/4 3" 4 1/2" 2" 2" 1 1/2" 1 1/2" PL 3/8" 3"x FIT B.S. 1 1/2" 3" PL 1/4" 2 1/2"x6" B.S. 1/4 COLUMN-TORSION CONNECTION SECTION A-A TORSION PIPE 30"Ø x 0.500" (Fy = 42 ksi) UPPER COLUMN PIPE 42"Ø x 0.625" (Fy = 42 ksi) PL 112"1'-6" W36x150 10" 1'-2" (12) 1 1/2"Ø (PT) A-325 BOLTS PL 1 1/2" PL 5/8" GUSSETS (16) REQ'D (4) @ EA. 3/8 CORNER 4'-0" SQUARE 3" 6" 1'-3" 3" 1'-3" 6" 1/4 5/16 A A PL 1/2" TYP. 1'-6" 3" 6" 1'-3" 3" 6" 1'-3" 7/16 7/16 CAMBER TORSION 3/8" BETWEEN W36x150 CLIP ANGLE L 3x3x1/4 x 0'-3" DOUBLE NUT SPREADER BRACE BAR 3/4"Ø CROSS BRACE DETAIL SECTION G-G THRU SIGN ENCLOSURE BRACE L 3"x3"x1/4" w/ (2) 1/2" A-307 BOLTS @ EACH CONNECTION 16'-6" MAX 3" 3" 1 3/4" 1 3/4" (4) 1/2"Ø A325 BOLTS (3 1/2" GA.) SPREADER W12x35 ENCLOSURE SPREADER W12x26 TORSION EQUAL SPACING @ 6" ENCLOSURE UPRIGHT ENCLOSURE UPRIGHT W8x183'-0" (MAX) (8) 5/8"Ø A325 BOLTS (2 1/4" GA.) BRACE L 3"x3"x1/4" w/ (2) 1/2" A-307 BOLTS @ EACH CONNECTION 3'-6" 13'-0" MAX SEE UPRIGHT- SPREADER-TORSION CONNECTION DETAIL BB PL 1/2" 7 1/2" x 18" PL 3/8" 3"x FIT B.S. - TYP 1/4 SEE LED MOUNTING DETAIL 6" 14'-0" DISPLAYDIGITAL DISPLAY AND ATTACHMENT (BY OTHERS) VARIES 5'-4" MAX TOP OF UPRIGHT AT AREAS WITHOUT EMBELLISHMENT EXTEND UPRIGHTS AS REQUIRED TO PROVIDE SUPPORT FOR EMBELLISHMENT DECORATIVE EMBELLISHMENT AND ATTACHMENT (BY OTHERS) DECORATIVE EMBELLISHMENT AND ATTACHMENT (BY OTHERS) VARIES 1'-4" MAX BOTTOM OF UPRIGHT AT AREAS WITHOUT EMBELLISHMENT ENCLOSURE HEIGHT MAY BE REDUCED. OWNER & FABRICATOR TO COORDINATE EXACT DIMENSIONS. 1/2" WALKWAY LEDGER WALKWAY 1" 1/2" Ø J-BOLT, EACH SIDE OF WALKWAY 1/2" Ø J-BOLT 1/2" Ø J-BOLT EXPANDED METAL GRATE (REVERSE DIAMOND) WELDED TO ANGLES @ 18" O.C. 3.14 psf - FOR WALKWAY (3'-1 1/2" WIDE) 2.0 psf - FOR WALKWAY (2'-1 1/2" WIDE) TYPICAL WALKWAY DETAIL WALKWAY MOUNTING DETAIL WALKWAY FRAME L4"x3"x1/4" LLV FOR 3' WIDE & L3"x3"x1/4" FOR 2' WIDE WALKWAY WALKWAY SUPPORT 3/8"Ø CROSBY CLIP, G-450 OR EQUAL (3 REQUIRED PER CONNECTION) 3/8"Ø 7 x 19 PREFORMED GALVANIZED STEEL AIRCRAFT STRAND CABLE - IN MEASURED POSITION (A FORCE OF 1O LBS. SHALL BE APPLIED TO THE CABLE WHEN MEASURING THE DEFLECTION, TO TAKE THE SLACK OUT OF CABLE.) UPRIGHT SPAN = L 3/8" Ø GALVANIZED WIRE ROPE THIMBLE 10" MIN. 4" 3/4" Ø DROP FORGED EYEBOLT w/ LOCK WASHER AND 2 HEAVY HEX NUTS 4" C 5 x 6.7 CABLE - RELAXED L / 30 SAFETY CABLE MOUNTING SAFETY CABLE TENSION LEVEL CABLE MOUNT CABLE MOUNT 1/4 SECTION E-E 1/4 PL 1/2" 6" x 1'-2" w/ (8) 1/2"Ø A325 BOLTS GA. 2 3/4" REAR LEDGER UPRIGHT 1 1/2" 2 1/2" 1 1/2" 3" 2 1/2" 3" UPRIGHT SUPPORT LEDGER DETAIL (WATCHFIRE) 5/16 PL 1/2" 4" LEDGER BRACKET w/ (2) 5/8"Ø A-307 BOLTS @ EACH LEG GA. 2 1/4" OR GA. 2 3/4" PL 1/2" 4 3/4" 10 1/2" 6" ENCLOSURE B-DECKING ATTACHED TO UPRIGHT (RIBS HORIZ.) JOB NO. DATE SHEET NO. DR. CH. CUSTOMER SIGN LOCATION THIS PRINT IS THE PROPERTY OF RMG OUTDOOR, INC. PROFESSIONAL SEAL VALID ONLY WHEN FABRICATED BY THE ABOVE. IT IS PROVIDED FOR PERMIT PURPOSES ONLY. ANY OTHER USE OR REPRODUCTION IS PROHIBITED WITHOUT WRITTEN AUTHORIZATION FROM RMG OUTDOOR, INC. 4425 North 24th Street, Suite 200 Phoenix, Arizona 85016 Phn: (602) 230-8634 Fax: (602) 230-9071 ENG. NO.
21389 RMG G-11480 1448PF30V LED ENCL OUTDOOR ASSOC EL MONTE, CA S2 of 2 OUTDOOR ASSOCIATES JSW JSW WSE NO. 14' x 48' SINGLE POST DOUBLE FACE 30' V-BUILD DIGITAL READY (BOTH SIDES) W/ ENCLOSURE & EMBELLISHMENTS 12243 GARVEY AVE. EL MONTE, CA APN 8565-004-004/009 11/23/20 G-11480 21389 49 107 SIGN LOCATION SANTA FE SPRINGS, CA PRELIMINARY DRAWING NOT FOR CONSTRUCTION

ELEVATIONS
8717 PIONEER BOULEVARD (W/O 605 FWY.)
SANTA FE SPRINGS, CA 90670
APN 8177-029-004
(949) 794-1180Irvine, CA 926142 Park Plaza, Suite 1120
Environment | Planning | Development
Solutions, Inc.

OUTDOOR ASSOCIATES
14'x48' LED BOARD AT BOTH FACES

FOR PROPOSED ELECTRONIC BILLBOARD BACK TO BACK SIGN
57 NOTES:

A. MAXIMUM FACE SIZE: 14 BY 48 FEET IN DIMENSION (TOTAL SIX HUNDRED SEVENTY TWO SQUARE FEET, PLUS FRAMING). THE FACES OF TWO SIDED ELECTRONIC BILLBOARDS SHALL BE IDENTICAL IN SIZE. (SHOW ONRENDERINGS).

B. SCREENING: ALL EXPOSED PORTIONS OF ELECTRONIC BILLBOARDS,

INCLUDING BACKS, SIDES, UNDER AREAS, SUPPORT MEMBERS AND

SUPPORT POSTS, SHALL BE SCREENED (STATE SCREENING MATERIAL ANDSHOW ON RENDERINGS) - IT WILL BE CORRUGATED B- DECKING ON THE BOTTOM OF THE SIGN AND PERFORATED PLATES ON OTHER SIDES.

C. THE ANGLE BETWEEN THE FACES OF A V-SHAPE ELECTRONIC BILLBOARD SHALL BE NO GREATER THAN 30 DEGREES. (STATE ON REVISED PLAN AND SHOW, IF POSSIBLE).

D. THE UTILITIES OF EACH ELECTRONIC BILLBOARD SHALL BE UNDERGROUND (STATE ON REVISED RENDERINGS).

E. ELECTRONIC BILLBOARDS SHALL NOT EXCEED A MAXIMUM HEIGHT OF

Maximum 50'
6 7
7 7
EXHIBIT “C-2”

BILLBOARD ELEVATION

ELEVATIONS
8717 PIONEER BOULEVARD (W/O 605 FWY.)
SANTA FE SPRINGS, CA 90670
APN 8177-029-004
2 Park Plaza, Suite 1120Irvine, CA 92614(949) 794-1180 OUTDOOR ASSOCIATES 14'x48' LED BOARD AT BOTH FACES
57 NOTES:

B. SCREENING: ALL EXPOSED PORTIONS OF ELECTRONIC BILLBOARDS,

INCLUDING BACKS, SIDES, UNDER AREAS, SUPPORT MEMBERS AND

SUPPORT POSTS, SHALL BE SCREENED (STATE SCREENING MATERIAL ANDSHOW ON RENDERINGS) - IT WILL BE CORRUGATED B- DECKING ON THE BOTTOM OF THE SIGN AND PERFORATED PLATES ON OTHER SIDES.

C. THE ANGLE BETWEEN THE FACES OF A V-SHAPE ELECTRONIC BILLBOARD SHALL BE NO GREATER THAN 30 DEGREES. (STATE ON REVISED PLAN AND SHOW, IF POSSIBLE).

D. THE UTILITIES OF EACH ELECTRONIC BILLBOARD SHALL BE UNDERGROUND (STATE ON REVISED RENDERINGS).

E. ELECTRONIC BILLBOARDS SHALL NOT EXCEED A MAXIMUM HEIGHT OF

Maximum 50'
Perforated metal filler panel for screening will be provided EXHIBIT “D”

SCHEDULE OF PERFORMANCE
It is understood that this Schedule of Performance is subject to all of the terms and conditions of the text of the Agreement. The summary of the items of performance in this Schedule of Performance is not intended to supersede or modify the more complete description in the text; in the event of any conflict or inconsistency between this Schedule of Performance and the text of the Agreement, the text shall govern.

The time periods set forth in this Schedule of Performance may be altered or amended only by written agreement signed by both Developer and the City. Notwithstanding any extension of the Term in the manner described in, and subject to the provisions of Section 5.5 of the Agreement, the City Manager shall have the authority to approve extensions of time set forth in this Schedule of Performance without action of the City Council, not to exceed a cumulative total of 180 days.

Operating Agreement No. 01-2022 Page 5 of 5
Report Submitted By: Claudia Jimenez Date of Report: December 1, 2022 Department of Planning & Development
Attachment 3: Resolution No. 9832
APPROVED:

ITEM NO.:

CITY OF SANTA FE SPRINGS
RESOLUTION NO. 9832

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS

ADOPTING AN OPERATING AGREEMENT BY AND BETWEEN THE CITY OF SANTA FE SPRINGS AND 605 INVESTMENTS LLC
WHEREAS, the City’s Zoning Ordinance, specifically Section 155.519 (F), requires the applicant of a billboard in the Interstate 605 corridor to have, in addition to a Development Plan Approval, an approved operating agreement; and WHEREAS, a request was filed for Operating Agreement No. 01-2022 by and between the City of Santa Fe Springs and 605 Investment, LLC to install a 50-foot tall Vshape electronic billboard on the west (southbound) side of Interstate 605 (I-605) at 8717 Pioneer Boulevard; and
WHEREAS, the property owner is Santa Fe Members LP, Stadium Properties 17671 Cowan Avenue #125, Irvine, CA 92614; and
WHEREAS, the applicant is 605 Investments LLC, 2 S. View, Trabuco Canyon, CA 92679; and
WHEREAS, the City Council of the City of Santa Fe Springs has considered the operating agreement and the written reports, presented at the City Council Meeting on December 6, 2022, concerning Operating Agreement No. 01-2022.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS DOES HERBY RESOLVE, DETERMINE AND ORDER AS FOLLOWS:

Section 1. Pursuant to Section 155.519 (F) of the City’s Zoning Ordinance, the City Council shall consider the following findings in their review and determination of the subject Operating Agreement.

Finding 1: Compensation to the city.

This finding is supported by the following facts:

1. The developer and the City agree that an annual operating fee paid by the developer to the City would adequately mitigate all such potential impacts. The parties, therefore, agree that the developer shall pay an annual development fee to the City ("Operating Fee"). The initial Operating Fee for the Site shall be Two Hundred Thousand and No/100 Dollars ($200,000.00), and shall be increased in an amount equal to the Operating Fee payable during the preceding year increased by three percent (3%) on subsequent Anniversary Dates. For any calendar year of the Term, the “Alternative Mitigation Fee” shall be an amount equal to nine percent (9%) of the Gross Revenue made from the APPROVED:

ITEM NO.:
digital displays on the Site during the preceding calendar year of the Term. If during any particular year of the Term the Alternative Mitigation Fee calculation is higher than the Operating Fee calculation with the 3% increase at the time of calculating the Revenue Report, the developer shall include along with the Revenue Report a payment corresponding to the Alternative Mitigation Fee.

Notwithstanding, all fee-related criteria are outlined in Operating Agreement 01-2022.

Finding 2: The provisions of access to the city to a portion of the total available display time to allow the city to present messages of community interest and information, and public safety.

This finding is supported by the following facts:

1. Pursuant to Section 3.1 of the Operating Agreement, the developer shall provide five (5) weeks’ worth of display time per year for the Site for public service announcements by the City on either side of the Billboard, subject to availability of space. The developer shall place City-provided announcements, on a space-available basis, in one of the eight (8) display images in the current rotation of display images at any time.

Finding 3: The provisions of access to the appropriate agencies for the purpose of displaying “Amber Alert” messages and emergency-disaster communications.

This finding is supported by the following facts:

1. As mentioned in Section 3.2 of the Operating Agreement, the developer shall comply with and post all "Amber Alerts" in accordance with applicable guidelines and any public safety or emergency service messaging required by applicable state or federal laws. In addition, the developer shall make the advertising space on the Electronic Freeway Signs available to the City, and to other government agencies with the consent of the City, which consent shall not be unreasonably withheld, and without cost, on a space-available basis determined by the developer, for the purpose of displaying public-safety messages (e.g., evacuation routes, drunk-driving-awareness messages, emergency-disaster communications, etc.).

Finding 4: To establish quality and maintenance standards.

This finding is supported by the following facts:

1. Such, maintenance and repair shall include, but not be limited to, the following:
(i) sweeping and trash removal related to the Development; (ii) the care and replacement of all shrubbery, plantings, and other landscaping or the painted backing in a healthy condition if damaged by the Development; (iii) the ongoing APPROVED:

ITEM NO.:
maintenance by Developer of any access road to the New Electronic Billboard if damaged by the Development and to minimize dust caused by the Development; and (iii) the repair, replacement, and repainting of the New Electronic Billboard’s structures and displays as necessary to maintain such billboards in good condition and repair. Notwithstanding, all quality and maintenance-related criteria are outlined in Exhibit B (Scope of Development) of the Operating Agreement 01-2022.

Section 2. If any section, subsection, sentence, clause, phrase, or portion of this operating agreement is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this operating agreement. The City Council hereby declares that it would have adopted this operating agreement and each section, subsection, sentence, clause, phrase, or portion thereof, irrespective of the fact that anyone or more sections, subsections, clauses, phrases, or portions be declared invalid or unconstitutional.

Section 3. The City Clerk shall certify to the passage and adoption of this Resolution and this Resolution shall be published as required by law and shall take effect as provided.

APPROVED AND ADOPTED this 6th day of December 2022 by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Annette Rodriguez, Mayor
ATTEST:
______________________________________
Janet Martinez, CMC, City Clerk
Report Submitted By: Claudia Jimenez Date of Report: December 1, 2022 Department of Planning & Development
City of Santa Fe Springs
City Council Meeting December 06, 2022

CONSENT AGENDA
Operating Agreement 02-2022
To consider an operating agreement between the City of Santa Fe Springs and 605 Investments, LLC and install a 50-foot tall double-face electronic billboard on the east (northbound) side of Interstate 605 (I-605) at 8717 Pioneer Boulevard (APN: 8177-031- 017)

BACKGROUND
On September 7, 2021, the Santa Fe Springs City Council adopted Ordinance No. 1118, which made several changes to Title 15, Chapter 155 of the Santa Fe Springs Municipal Code, including Section 155.519. In accordance with Section 155.519 (Interstate 605 Corridor Electronic Billboard Sign Program), electronic billboards are permitted on M-2 zoned properties that are immediately adjacent to the Interstate 605 Corridor, and a Development Plan Approval (DPA) has first been obtained for the sign design. In addition to the approval of a DPA, the developer of said billboard is also required to obtain approval of an Operating Agreement with the City.

At their November 14, 2022 meeting, the Planning Commission approved the construction and operation of a new 50-foot tall double-face electronic billboard (DPA Case No. 988). The Developer, 605 Investments, LLC, is, therefore, requesting approval of Operating Agreement No. 02-2022.

OPERATING AGREEMENT
Resolution No. 9831, if approved by the City Council, would effectuate the Operating Agreement. Said Operating Agreement would set forth the rules and regulations under which the proposed billboard would be allowed.

The main points of Operating Agreement 02-2022 (see Attachment #2) are as follows:

RECOMMENDATION
• Adopt Resolution No. 9831, which incorporates the City Council’s findings and actions regarding this matter.

ITEM NO. 10I
Operating Agreement No. 02-2022 Page 2 of 5
Report Submitted By: Claudia Jimenez Date of Report: December 1, 2022 Department of Planning & Development
digital displays on the Site during the preceding calendar year of the Term. If during any particular year of the Term the Alternative Mitigation Fee calculation is higher than the Operating Fee calculation with the 3% increase at the time of calculating the Revenue Report, the developer shall include along with the Revenue Report a payment corresponding to the Alternative Mitigation Fee.

Notwithstanding, all fee-related criteria are outlined in Operating Agreement 02- 2022.

2. The Developer is prohibited from utilizing any of the displays on the new digital billboard to advertise tobacco, marijuana, hashish, "gentlemen's clubs", adult entertainment businesses, sexually oriented materials, or use sexually oriented images or language, or as may be prohibited by any City ordinance.

3. The City Council has the right to review the Agreement annually, or may, in its sole and absolute discretion, order a special review for compliance with the Agreement at any time at the City's sole cost ("Special Review"). The developer shall cooperate with the City in the conduct of any Special Review.

Raymond R. Cruz
City Manager
Attachments:

1. Development Plan Approval (DPA 988) Approval Letter

2. Operating Agreement 02-2022

3. Resolution No. 9831
Operating Agreement No. 02-2022 Page 3 of 5
Report Submitted By: Claudia Jimenez Date of Report: December 1, 2022 Department of Planning & Development
Attachment 1: Development Plan Approval (DPA 988) Approval Letter Annette Rodriguez, Mayor • Joe Angel Zamora, Mayor Pro Tem City Council
Juanita Martin • John M. Mora • Jay Sarno
City Manager
Raymond R. Cruz
November 15, 2022
605 Investments, LLC
2 S. View
Trabuco Canyon, CA 92679
Attn.: Glenn Emanuel
Re: Development Plan Approval (DPA) Case No. 988
8717 Pioneer Blvd., Santa Fe Springs, CA 90670
Dear Mr. Emanuel:

The Planning Commission, at their meeting on November 14, 2022, took action on your request for the approval to allow the construction and operation of a new 50- foot tall double-face electronic billboard with 14’ x 48’ display areas on property located at 8717 Pioneer Boulevard (APN: 8177-031-017) in the M-2, Heavy Manufacturing Zone. (605 Investments LLC).

The Planning Commission approved your requested entitlement subject to the findings and conditions of approval as provided within the attached Resolution No. 222-2022 and Exhibit A.

The Zoning Ordinance sets forth an appeal period of fourteen (14) days, beginning with the date you receive this letter, during which any party aggrieved by the Commission's action can appeal the matter to the City Council. You are hereby notified that the time within which judicial review must be sought is governed by the provisions of California Code of Civil Procedure, Section 1094.6.

If you have any questions, please contact Claudia Jimenez, Assistant Planner at (562) 868-0511 x7356, or E-Mail [email protected].

Sincerely,
Wayne M. Morrell
Director of Planning
cc: City Council (Electronically)
Ray Cruz, City Manager (Electronically)
Dino Torres, Director of Police Services (Electronically) Michelle Norwood, Assistant Director of Police Services (Electronically) Noe Negrete, Director of Public Works (Electronically)
Robert Garcia, Public Works CIP Manager (Electronically) Redford Bayan, Engineering Tech (Electronically)
Brent Hayward, Fire Chief (Electronically)
Chad Van Meeteren, Battalion Chief (Electronically)
Wayne Morrell, Director of Planning (Electronically)
Teresa Cavallo, Planning Program Assistant (Electronically) File Copy
Operating Agreement No. 02-2022 Page 4 of 5
Report Submitted By: Claudia Jimenez Date of Report: December 1, 2022 Department of Planning & Development
Attachment 2: Operating Agreement 02-2022
[Exempt From Recording Fee Per Gov. Code §6103]
OPERATING AGREEMENT NO._02-2022
This Operating Agreement (hereinafter “Agreement”) is entered into this 6th day of December, 2022 (hereinafter the “Effective Date”), by and between the City of Santa Fe Springs (hereinafter “City”), and 605 Investments LLC, a California Corporation (hereinafter “Developer”).

RECITALS
A. Developer has a leasehold or license interest in that certain portion of real property, located adjacent to and on the east (northbound) side of interstate 605 (I-605), at 8717 Pioneer Boulevard, in the City of Santa Fe Springs (APN: 8177-031-017), as more specifically described in Exhibit “A” and depicted at Exhibit “C-1”, attached hereto and incorporated herein (the “Site”), upon which it seeks to install a new lawfully permitted 50-foot tall, double-face electronic billboard with display screens measuring 14’ x 48’, that is oriented northbound, toward the Interstate-605 Freeway , as depicted in Exhibit “C-2” (the “New Electronic Billboard”).

B. Developer and City recognize that the Developer has a legal or equitable interest in the Site and thus is qualified to enter into this Agreement.

C. In exchange for the City approvals sought by Developer for the New Electronic Billboard as provided on the Site herein, Developer is agreeable to paying to the City an initial annual Development Fee of Two Hundred Thousand and No/100 Dollars ($200,000.00), on the first Anniversary Date and on subsequent Anniversary Dates the Development Fee shall be increased in an amount equal to the Development Fee payable during the preceding year increased by three percent (3%), or Alternative Development Fee, whichever is greater, as defined and provided in Sections 2.5 and 2.6 below, for the cost to the City to mitigate the impact of the installation of the New Electronic Billboard.

D. The Site is located within the City’s M-2, Heavy Manufacturing Zone, designated by the General Plan as Industrial. Developer and the City agree that a operate agreement should be approved and adopted to memorialize the property expectations of the City and Developer, as more particularly described herein.

E. On November 14, 2022 the Planning Commission of the City, at a duly noticed hearing, granted “Development Plan Approval” for the construction and operation of a New Electronic Billboard on the Site, in compliance with, and satisfying the requirements of, the California Environmental Quality Act (“CEQA”), on the basis that an Initial Study/Negative Declaration (ND) which was also approved at the November 14, 2022, Planning Commission meeting, concluded that although the proposed project could have an effect on the environment, the effects are not considered to be significant. Such CEQA determination considered the impacts of the electronic billboard which is the subject of this Agreement.

G. On November 14, 2022, at a duly noticed public hearing, the Planning Commission adopted Resolution No. 222-2022, recommending approval of this Agreement (in substantially the form) to the City Council.

H. On December 6, 2022, 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 Resolution No. 9831, which Resolution approves this Agreement.

I. The City Council has found that this Agreement is in the best public interest of the City and its residents, adopting this Agreement constitutes a present exercise of the City’s police power, and this Agreement is consistent with the City’s General Plan. This Agreement and the proposed Development (as hereinafter defined) will achieve a number of City objectives, including utilizing the Site for a revenue-generating use. Upon any termination of the Term (as defined below) of this Agreement, Developer will remove the digital displays, and restore the Site to its pre-billboard condition, except the columns can be cut off one (1) foot below grade, if a new operation agreement is not negotiated with the City.

J. The City finds and determines that all actions required of the City precedent to approval of this Agreement by Resolution No. 9831 of the City Council have been duly and regularly taken.

K. The purpose of this Agreement is to set forth the rules and regulations applicable to the Development, which shall be accomplished in accordance with this Agreement, including the Scope of Development (Exhibit “B”) which sets forth Scope of the Development and the Schedule of Performance (Exhibit “D”).

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which are 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:

1.1.1 “Agreement” means this Operation Agreement and all attachments and exhibits hereto.

1.1.2 “Anniversary Date” is the annual reoccurrence of the Commencement Date.

1.1.3 “City” means the City of Santa Fe Springs, a California municipal corporation.

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

1.1.5 “Commencement Date” is the date that the building inspector releases the electric meter to Southern California Edison.

1.1.6 “Developer” means 605 Investment LLC, a California Corporation duly existing and operating, and its successors and assigns, doing business at 2355 Main Street., Suite # 100, Irvine, CA 92614.

1.1.7 “Development” means the installation of a New Electronic Billboard on the Site and the undergrounding of all utilities from Southern California Edison’s electrical source or an electrical source located elsewhere on Owner’s property (e.g., from an electrical panel on a building located on Owner’s property) to the New Electronic Billboard.

1.1.8 “Development Approvals” means the approved Development, based on the recommended approval by the Planning Commission on November 14, 2022, pursuant to Resolution No. 222-2022, and approval by the City Council by on December 6, 2022, pursuant to Resolution No. 9831, as further described at Section 5.3 herein.

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

1.1.10 “Final Permits” shall mean all necessary/required permits and inspections by all governmental and utility agencies, to construct, operate and maintain the New Electronic Billboard, and are signed and dated by the Building Official or designee, where applicable.

1.1.11 “Gross Revenue” is based solely on the revenue generated from the digital display (basic advertising area of the billboard), as recorded on the City of Santa Fe Springs building permits, and does not include neon channel letters. Developer shall not conceal advertising revenues derived from the digital display within the normal price range the Developer charges for any appurtenances that are installed on the Billboard. Gross Revenue specifically excludes advertising agency fees paid to the advertiser’s advertising agency and or brokerage fees paid to the sales broker other than Developer.

1.1.12 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of the City, including, but not limited to, the City’s General Plan, Municipal Code and Zoning Code, which govern development and use of the Site, including, without limitation, the permitted use of land, the density or intensity of use, subdivision requirements, the maximum height and size of the New Electronic Billboard, and the design, improvement and construction standards and specifications applicable to the Development or the Site which are in full force and effect as of the Effective Date of this Agreement, subject to the terms of this Agreement. Land Use Regulations shall also include the federal National Pollutant Discharge Elimination System (“NPDES”) regulations and approvals from the California Department of Transportation Outdoor Advertising Division, to the extent applicable.

1.1.13 “Lease” means the lease or license agreement, as the case may be, for the Site between Owner, as landlord or licensor, and Developer, as tenant or licensee.

1.1.14 “Mortgagee” means a mortgagee of a mortgage, a beneficiary under a deed of trust or any other security-device, a lender or each of their respective successors and assigns.

1.1.15 “Owner” means Santa Fe Members LP, the current record owner of fee title to the Site.

1.1.16 “Site” refers to the site described in Recital A and more specifically described on Exhibit “A and depicted at Exhibit C-1” attached hereto and incorporated herein.

1.1.17 “Schedule of Performance” means the Schedule of Performance attached hereto as Exhibit “D” and incorporated herein.

1.1.18 “Scope of Development” means the Scope of Development attached hereto as Exhibit “B” and incorporated herein.

1.1.19 “Subsequent Land Use Regulations” means any Land Use Regulations effective after the Effective Date of this Agreement (whether adopted prior to or after the Effective Date of this Agreement) which govern development and use of the Site.

1.1.20 “Subsequent Development Approvals” means any Development Approvals sought by Developer in connection future changes desired to be made by Developer to the Development following its initial completion.

1.1.21 “Term” shall have the meaning provided in Section 2.3, unless earlier terminated as provided in this Agreement.

1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: Exhibit “A” (Legal Description of Site), Exhibit “B” (Scope of Development), Exhibit “C-l” (Site Plan), Exhibit “C-2” (Billboard Elevation), and, Exhibit “D” (Schedule of Performance).

2. GENERAL PROVISIONS.

2.1. Binding Effect of Agreement. From and following the Effective Date, actions by the City and Developer with respect to the Development, including actions by the City on applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement, provided, however, that nothing in this Agreement shall be deemed or construed: (i) to modify or amend the Lease, or any of Developer’s obligations thereunder, or to bind or restrict Owner with respect to its ownership or operation of the Site except as expressly set forth herein with respect to the Development, or (ii) to impose any obligation whatsoever on Owner with respect to the Development, except as expressly set forth in this Agreement.

2.2. Interest in Site. The City and Developer acknowledge and agree that Developer is the tenant or licensee of the Site and thus is qualified to enter into and be a party to this Agreement. The City and Developer acknowledge and agree that Developer has a legal or equitable interest in the Site and thus is qualified to enter into and be a party to this Agreement. Additionally, prior to the execution of this Agreement, Developer has allowed the City to view a redacted copy of the Lease which demonstrates that Developer has a leasehold or license interest in the Site, which interest shall be maintained for the entire Term of this Agreement. If Developer’s leasehold or license interest is prematurely and legally terminated by Owner in conformance with the Lease, then Developer shall have no further obligations under Section 3(a) of the Scope of Development, attached as Exhibit “B” herein, relative to the maintenance of landscaping thereon at the Site, except as provided under Section 7.1. Additionally, if Developer’s leasehold or license interest is prematurely terminated by Owner, then Developer shall have no further obligations under this Agreement for the Site, except as provided under Section 7.1.

2.3. Term of Agreement. Unless earlier terminated as provided in this Agreement, the “Term” of this Agreement shall continue in full force and effect for thirty (30) years from the Commencement Date and will terminate on (i) the expiration or earlier termination of the Lease, or (ii) the permanent removal of the New Electronic Billboard constructed pursuant to the terms hereof, other than its removal for repair or replacement. Developer shall completely remove the New Electronic Billboard within the times and as provided under Section 7.1 herein. Within thirty (30) days after the 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 10.1 below. If no extension or renewal of this Agreement is agreed to following its termination, then the digital displays shall come down and the lease area restored to its pre-billboard condition, except the columns can be cut off one (1) foot below grade.

2.4. Processing Fee. Thirty (30) days after the Commencement Date the Developer shall pay the City a processing fee (“Processing Fee”) in the amount of One Hundred Thousand Dollars ($100,000.00). The City shall retain and use the Processing Fee, or any part thereof, for any public purpose within the City’s discretion. The Processing Fee shall be separate from all fees which are standard and uniformly applied to similar projects in the City, including, but not limited to, business license fees (due by Developer to the City annually), one-time plan check fees and building permit fees, and any other fees imposed by Los Angeles County, as may be applicable.

2.5. Development Fee. The potential impacts of the Development on the City and surrounding community are difficult to identify and calculate. Developer and the City agree that an annual Development Fee paid by Developer to the City would adequately mitigate all such potential impacts. The parties therefore agree that Developer shall pay an annual Development Fee to the City (“Development Fee”). The initial Development Fee for the Site shall be Two Hundred Thousand and No/100 Dollars ($200,000.00), and shall be increased in an amount equal to the Development Fee payable during the preceding year increased by three percent (3%) on subsequent Anniversary Dates. By way of example: Initial Development Fee $200,000.00; 2nd year $206,000.00 (Initial Development fee of $200,000.00 plus 3% or $6,000.00); 3rd year $212,180.00 (Preceding year Development Fee of $206,000 plus 3% $6,180.00); 4th year $218,545.40 (Preceding year Development Fee of 212,180.00 plus 3% or $6,365.40).

Notwithstanding any other term of this Agreement , including but limited to termination rights stated in various sections except for City default under subpart 7.1.2, the Development Fee shall be paid to the City at all times when the Electronic Billboard exists and is in operation for its intended use. The obligation of payment of the Development Fee to the City set forth in this section shall survive any early termination of this Agreement prior to the completion of the full thirty-year term and shall be due and payable as if the Agreement was fully in force for the thirty-year term.

2.6. Alternative Development Fee. For any calendar year of the Term, the “Alternative Development Fee” shall be an amount equal to nine percent (9%) of the Gross Revenue made from the digital displays on the Site during the preceding calendar year of the Term. By way of example only, should the Gross Revenue during 3rd year of the Term total $2,500,000.00 for the New Electronic Billboard, then for that year Developer shall pay to the City for the New Electronic Billboard the Alternative Fee of $225,000.00 assuming no applicable deductions from Section

1.1.11 above (i.e., 9% of $2,500,000.00 is $255,000.00 in lieu of the 3rd year Development Fee of $212,180). The Alternative Development Fee of $255,000.00 will then become the Development Fee for the calculation for the 4th year Development Fee.

2.6.1. Revenue Report & Payment of Alternative Development Fee or Development Fee: Within ninety (90) days following the Anniversary Date Developer shall furnish to the City an itemized statement in writing (“Revenue Report”), certified by Developer to be correct, showing the total Gross Revenue made from each sign face of the New Electronic Billboard during the preceding calendar year of the Term attributable to each sign display of the New Electronic Billboard. If during any particular year of the Term the Alternative Development Fee calculation is higher than the Development Fee calculation with the 3% increase at the time of calculating the Revenue Report, the Developer shall include along with the Revenue Report a payment corresponding to the Alternative Development Fee. If the Alternative Development Fee calculation is less than the Development Fee with the 3% increase at the time of calculating the Revenue Report, the Developer shall include along with the Revenue Report a payment corresponding to the Development Fee calculation.

2.6.2. Additional Revenue. While Developer is not precluded from generating additional revenue from wireless deployment on the billboard, other than wireless communication devices for the use of operating a billboard, Developer shall not enter any agreement with any party for additional revenue, including revenue derived from wireless deployment on the billboard, without first reaching an agreement with City regarding the additional revenue.

2.6.3. Audit of Alternative Fee. With prior written notice to Developer of not less than ten (10) business days, the City has the right to audit Developer’s New Electronic Billboard revenue and to view those portions of any advertising space contracts or invoices that only related to this Agreement, at Developer’s Corporate office, on any normal workday between 9:00 a.m. and 4:00 p.m. once a year. City also has the option of having the contracts and invoices reviewed at City Hall, 11710 Telegraph Road, Santa Fe Springs, CA 90670, for the audit. Prior to the audit, the City shall sign a confidentiality agreement regarding the advertising space contracts and invoices. If the statement of total Gross Revenue previously provided to the City shall be found to be inaccurate for prior calendar years of the Term, then and in that event, there shall be an adjustment and one party shall pay to the other on demand such sums as may be necessary to settle in full the accurate amount of the Alternative Fee, if any, that should have been paid to the City for the period or periods covered by such inaccurate statement or statements. If said audit discloses an underpayment of greater than three percent (3%) with respect to the amount of total Gross Revenue reported by Developer for the period or periods of said report, then Developer shall immediately pay to the City the cost of such audit, plus ten percent (10%) interest per annum on the amount underpaid, but the application of the said interest is limited to the previous year before the time any underpayment should have been paid to the City; if the audit does not disclose an underpayment of greater than three percent (3%) with respect to the amount of total Gross Revenue reported by Developer for the period or periods of said report, the cost of such audit shall be paid by the City.

3. COMMUNITY BENEFITS. Developer shall also provide the following Community benefits during the entire Term of this Agreement.

3.1. City’s Use of the Billboard. Developer shall provide five (5) weeks’ worth of display time per year for the Site for public service announcements by the City on either side of the Billboard, subject to availability of space. Developer shall place City-provided announcements, on a space available basis, in one of the eight (8) display images in the current rotation of display images at any time. The City shall be responsible for providing Developer with approved advertising copy and shall also be responsible for any costs associated with providing Developer with artwork in acceptable format per Developer's specifications. City’s use is subject to the following conditions and parameters: (1) all copy must be submitted to Developer at least five (5) days before the proposed display date and will be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer, in its sole discretion, to approve or disapprove copy and remove copy once posted or displayed, and (2) all five (5) weeks’ worth of display time for a particular year must be utilized during such year (i.e., no advertisement rights shall accumulate or carryover to the following year).

3.2. Amber Alerts; Public Safety Messages. In addition to the foregoing, Developer shall comply with and post all "Amber Alerts" in accordance with applicable guidelines and any public safety or emergency service messaging required by applicable state or federal laws. In addition, Developer shall make the advertising space on the Electronic Freeway Signs available to the City, and to other government agencies with the consent of the City, which consent shall not be unreasonably withheld, and without cost, on a space-available basis determined by Developer, for the purpose of displaying public-safety messages (e.g., evacuation routes, drunkdriving-awareness messages, emergency-disaster communications, etc.).

3.3. Discount Advertising. Developer shall offer a twenty percent (20%) discount off its applicable rates for display of advertising on the Billboard to any business that is a member of the Santa Fe Springs Chamber of Commerce, and has a headquarters and/or office in the City.

4. PROHIBITED USE. Developer shall not utilize any of the displays on the New Electronic Billboard to advertise tobacco, marijuana, hashish, “gentlemen’s clubs,” adult entertainment businesses, sexually oriented materials, or use sexually oriented images or language, or as may be prohibited by any City ordinance existing as of the Effective Date of this Agreement, or as may be amended or implemented from time-to-time after the Effective Date and equally-applicable to all billboard displays by any duly and valid City ordinance.

5. DEVELOPMENT AND IMPLEMENTATION OF THE DEVELOPMENT.

5.1. Rights to Develop. Subject to and during the Term of this Agreement, Developer shall have the right to develop the Site in accordance with, and to the extent of, the Development Approvals, the Land Use Regulations and this Agreement, provided that nothing in this Agreement shall be deemed to modify or amend any of the pre-existing Land Use Regulations, as more particularly set forth in Section 5.2 below.

5.2. Effect of Agreement on Land Use Regulations. Except as otherwise provided under the terms of this Agreement, the rules, regulations and official policies governing permitted uses of the Site, the density and intensity of use of the of the structure on the Site, the maximum height and size of proposed structures on the Site, and the design, improvement and construction standards and specifications applicable to the Site, shall be as set forth in the Land Use Regulations which are in full force and effect as of the Effective Date of this Agreement, subject to the terms of this Agreement.

5.3. 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 Site, secure or cause to be secured the Development Approvals, a Development Plan Approval and building permit(s) from the City, and any and all permits and approvals which may be required by any other governmental agency or utility affected by such construction, development or work to be performed by Developer pursuant to the Scope of Development; provided, however, that the City acknowledges that the City’s Planning Commission and City Council have approved an Initial Study/Negative Declaration for the project, thus complying with, and satisfying the requirements of, the California Environmental Quality Act (“CEQA”). Not by way of limiting the foregoing, in developing and constructing the Development, Developer shall comply with all: (1) applicable development standards in the City’s Municipal Code that were in effect at the time the Operation Agreement and Development Plan Approval were approved by the City Council, (2) applicable NPDES requirements pertaining to the Development, and (3) applicable building codes that were in effect at the time the Operation Agreement and Development Plan Approval were approved by the City Council, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and any fees and charges hereafter imposed by the City in connection with the Development which are standard and uniformly-applied to similar projects in the City. Nothing contained in this Agreement shall be deemed to impose any obligation on Owner with respect to the Development Approvals or the Development.

5.4. Timing of Development; Scope of Development. Developer shall commence the Development within the time set forth in the Schedule of Performance, attached hereto as Exhibit “D”. “Commencement” of the Development is defined herein as commencement of construction or improvements under the City building permit for the construction of the New Electronic Billboard on the Site, which shall occur as soon as possible following Developer’s receipt of all necessary Development Approvals and Final Permits. In the event that Developer fails to meet the schedule for Commencement of the Development, then after compliance with Section 5.4, 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 10.10 delay the Commencement or completion of the Development, then such delays shall 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 10.10. Notwithstanding the above, Developer shall, at all times, comply with all other obligations set forth in this Agreement regarding the construction or improvement of the New Electronic Billboard. Developer shall also maintain the New Electronic Billboard at all times during the Term in accordance with the maintenance provisions set forth in Section 3 of the Scope of Development, attached as Exhibit “B” herein.

5.5. 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), provided that the City may request written consent from Owner if the modification is deemed material. The parties acknowledge that the City shall be permitted to use its inherent land use authority in deciding whether to approve or deny any such amendment request; provided, however, that in exercising the foregoing reasonable discretion, the City shall not apply a standard different than that used in evaluating requests of other developers.

Accordingly, under no circumstance shall the City be obligated in any manner to approve any amendment to the Development Approvals. The City Manager shall be authorized to approve any non-substantive amendment to the Development Approvals without processing an amendment to this Agreement. All other amendments shall require the approval of the Planning Council. Nothing herein shall cause Developer to be in default if it upgrades the digital displays installed pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided Developer shall secure all applicable ministerial permits to do so and such upgrade is consistent with the dimensions and standards for the displays, as provided under this Agreement, Land Use Regulations and Subsequent Land Use Regulations.

5.6. Reservation of Authority.

5.6.1. Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the Development:
(a) Processing fees and charges of every kind and nature imposed by the City to cover the estimated actual costs to the City of processing applications for Subsequent 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 to the City.
(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 the City as Subsequent Land Use Regulations, if adopted prior to the issuance of a building permit for development of the New Electronic Billboard.

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 to the City.
(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.
(f) Applicable federal, state, county and multi-jurisdictional laws and regulations which the City is required to enforce against the Site or the Development, and that do not have an exception for existing signs or legal nonconforming uses.

5.6.2. Future Discretion of the City. This Agreement shall not prevent the City from denying or conditionally approving any application for a Subsequent Development Approval on the basis of the Land Use Regulations.

5.6.3. Modification or Suspension by Federal, State, County, or MultiJurisdictional 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 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 provision impractical to enforce. 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 to the City.

5.7. Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not subject to control by the City may possess authority to regulate aspects of the Development 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 Development and that do not have an exception for a legal nonconforming use. To the extent such other public agencies preclude development or maintenance of the Development 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 7.1.

Notwithstanding the foregoing, if such action by another public agency materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice to the City.

5.8. Public Improvements. Notwithstanding any provision herein to the contrary, the City shall retain the right to condition any Subsequent Development Approvals on the requirement that Developer pay subsequently required development fees, and/or construct certain subsequently required public infrastructure (“Exactions”) at such time as the City shall determine, subject to the following conditions:

5.8.1. The payment or construction must be to alleviate an impact caused by the Development or be of benefit to the Development; and

5.8.2. The timing of the Exaction should be reasonably related to the development of the Development, and said public improvements shall be phased to be commensurate with the logical progression of the development of the Development, as well as the reasonable needs of the public.

5.8.3. It is understood, however, that if the there is a material increase in cost to Developer, or such action by the City otherwise materially impacts Developer or its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice to the City.

5.9. Fees, Taxes and Assessments. During the Term of this Agreement, the City shall not, without the prior written consent of Developer, impose any additional fees, taxes or assessments on all or any portion of the Development, except such fees, taxes and assessments as are described in or required by this Operation Agreement and/or the Development Approvals.

However, this Operation Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and not on the New Electronic Billboard or Developer directly, except as follows:

5.9.1. Developer shall be obligated to pay those fees, taxes or City assessments and any increases in same which exist as the Effective Date and applicable to the Development or are included in the Development Approvals;

5.9.2. Developer shall be obligated to pay any fees or taxes, and increases thereof, imposed on a City-wide basis such as, but not limited to, business license fees or taxes or utility taxes applicable to the Development;

5.9.3. Developer shall be obligated to pay all fees applicable to any permit applications as charged by the City at the time such application(s) are filed by Developer; and

5.9.4. Developer shall be obligated to pay any fees imposed pursuant to any Uniform Code that existed when the permit applications are filed by Developer or that exist when Developer applies for any Subsequent Development Approvals.

5.10. Changes. Notwithstanding anything to the contrary herein, if there is a change is such fees as compared to those fees in effect as of the Effective Date, or if any additional fees are charged and such additional or increased fees materially change Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice to the City.

6. REVIEW FOR COMPLIANCE.

6.1. Annual Review. The City Council shall have the right to review this Agreement annually at the City’s sole cost, on or before the Anniversary Date, to ascertain the good faith compliance by Developer with the terms of this Agreement (“Annual Review”).

However, no failure on the part of the 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 the City in the conduct of such any Annual Review and provide the following information and documentation to the City at least thirty (30) days before the anniversary of the commencement of the Term: (1) any updates to Developer’s contact information related to complaints concerning the billboards, as required in the conditions at Exhibit “B”, (2) status and amount of all payment obligations to the City required under this Agreement for the year in question and cumulatively beginning from the Commencement of the Development herein, (3) any easement or Lease changes that could in any way materially impact the City or the parties’ obligations under this Agreement, but any disclosure shall be via a redacted Lease per Section 2.2, (4) any utility changes that could in any way materially impact the City or the parties’ obligations under this Agreement, and (5) any maintenance issues addressed or needing to be addressed per the requirements of Exhibit “B”.

6.2. Special Review. The City Council may, in its sole and absolute discretion, order a special review of compliance with this Agreement at any time at the City’s sole cost (“Special Review”). Developer shall cooperate with the City in the conduct of such any Special Review.

6.3. City Rights of Access. Subject to the City’s execution of a permit to enter in a form reasonably acceptable to Owner, the City and its officers, employees, agents and contractors shall have the right, at their sole risk and expense, to enter the Site without interfering with any railroad or other right-of-way, and at all reasonable times with as little interference as possible, for the purpose of conducting the review under this Article 4, inspection, construction, reconstruction, relocation, maintenance, repair or service of any public improvements or public facilities located on the Site, or to perform any rights of the City under Section 6.2 above. Any damage or injury to the Site or to the improvements constructed thereon resulting from such entry shall be promptly repaired at the sole expense of the City. Notwithstanding the foregoing or any other provision in this Agreement (including without limitation Section 6.2 above) to the contrary, the City shall have no right whatsoever to enter the Site unless and until the City executes and delivers to Owner a permit to enter in a form reasonably acceptable to Owner (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 the City’s representatives ever climb up the pole of the New Electronic Billboard during any inspection.

6.4. Procedure. Each party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with this Agreement, to explain the basis for such assertion, and to receive from the other party a justification of its position on such matters.

If, on the basis of the parties’ review of any terms of this Agreement, either party concludes that the other party has not complied in good faith with the terms of this Agreement, then such party may issue a written “Notice of Non-Compliance” specifying the grounds therefore and all facts demonstrating such non-compliance. The party receiving a Notice of Non-Compliance shall have thirty (30) days to cure or remedy the non-compliance identified in the Notice of Non-Compliance, but if such cure or remedy is not reasonably capable of being cured or remedied within such thirty (30) day period, then the party receiving a Notice of Non-Compliance shall commence to cure or remedy the non-compliance within such thirty (30) day period and thereafter diligently and in good faith prosecute such cure or remedy to completion. If the party receiving the Notice of NonCompliance does not believe it is out of compliance and contests the Notice of Non-Compliance, it shall do so by responding in writing to said Notice of Non-Compliance within thirty (30) days after receipt of the Notice of Non-Compliance. If the response to the Notice of Non-Compliance has not been received in the office of the party alleging the non-compliance within the prescribed time period, the Notice of Non-Compliance shall be conclusively presumed to be valid. If a Notice of Non-Compliance is contested, the parties shall, for a period of not less than fifteen (15) days following receipt of the response, seek to arrive at a mutually acceptable resolution of the matter(s) occasioning the Notice of Non-Compliance. In the event that a cure or remedy is not timely completed, the party alleging the non-compliance may thereupon pursue the remedies provided in Section 7; provided, however, that if the Notice of Non-Compliance 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, then either party shall have the right to seek a judicial determination of such contested matter. Neither party hereto shall be deemed in breach if the reason for non-compliance is due to “force majeure” as defined in, and subject to the provisions of, Section 10.10.

6.5. Certificate of Agreement Compliance. If, at the conclusion of an Annual Review or a Special Review, Developer is found to be in compliance with this Agreement, the City shall, upon request by Developer, issue within ten (10) days of receipt of the request, a written confirmation (“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 the City Council, that (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 if requested by Developer, 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 specific obligations under this Agreement have been fully satisfied with respect to the Site and City shall respond within ten (10) days of receipt of the request. If the City fails to respond to a Developer’s request pursuant to this Section 6.5, the Developer is presumed to be in compliance with this Agreement or any obligation that is the subject of the Developer’s request.

7. DEFAULT AND REMEDIES.

7.1. Termination of Agreement.

7.1.1. Termination of Agreement for Material Default of Developer. The 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”); provided, however, the City may terminate this Agreement pursuant to this Section only after following the procedures set forth in Section 6.4. In the event of a termination by the City under this Section 7.1.1, Developer acknowledges and agrees that the City may retain all fees accrued up to the date of the termination, including the Processing Fee and the Development Fee or Alternative Fee, as applicable, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee or Alternative Fee, as applicable, within sixty (60) days after the date of termination and removal of the New Electronic Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination.

7.1.2. Termination of Agreement for Material Default of City. Developer, in its discretion, may terminate this Agreement for any material failure of the City to perform any material duty or obligation of the City hereunder or to comply in good faith with the terms of this Agreement; provided, however, Developer may terminate this Agreement pursuant to this Section only after following the procedures set forth in Section 6.4. In addition, Developer may terminate this Agreement if, despite Developer’s good faith efforts, (1) it is unable to secure the necessary permits and/or compliance with requirements under laws necessary to effectuate the Development, or (2) any governmental agency has concluded a taking or regulatory taking of the Site and/or the Development or (3) the Lease is terminated, or (4) it is unable to profitably operate the Development. In the event of a termination by Developer under this Section 7.1.2, Developer acknowledges and agrees that the City may retain all fees, including the Processing Fee and the Development Fee or Alternative Fee, as applicable, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee or Alternative Fee, as applicable, within sixty (60) days after the date of termination and removal of the New Electronic Billboard that is so terminated that equates to the percentage of time elapsed in the year of the Term at the time of termination.

7.1.3. Rights and Duties Following Termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to (i) any obligations to have been performed prior to said termination of this Agreement , (ii) any default in the performance of the provisions of this Agreement which has occurred prior to said termination of this Agreement, (iii) Developer’s obligation to remove the terminated New Electronic Billboard pursuant to Section 2.3, (iv) if the Electronic Billboard continues to be in place and operational, then payment of the Development Fee as set forth in section 2.5 above, or (iv) any continuing obligations to indemnify other parties.

8. INSURANCE, INDEMNIFICATION AND WAIVERS.

8.1. Insurance.

8.1.1. 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 Developer comprehensive broad form general liability insurance against claims and liabilities covered by the indemnification provisions of Section 8.2. Developer has agreed to indemnify the City hereunder to the extent of the liability insurance coverage with respect to its use, occupancy, disuse or condition of the Site, improvements or adjoining areas or ways, affected by such use of the Site or for property damage, providing protection of at least One Million Dollars ($1,000,000) for bodily injury or death to any one person, at least Two Million Dollars ($2,000,000) 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 the 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 the City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker’s compensation insurance as required by law.

8.1.2. 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 non-assignable and shall contain language, to the extent obtainable, to the effect that (i) the insurer waives the right of subrogation against the City and against the City’s agents and representatives except as provided in this Section; (ii) the policies are primary and noncontributing with any insurance that may be carried by the City, but only with respect to the liabilities assumed by Developer under this Agreement; and (iii) the policies cannot be canceled or materially changed except after written notice by the insurer to the City or the City’s designated representative as expeditiously as the insurance company agrees to provide such notice. Developer shall furnish the City with certificates evidencing the insurance required to be procured by the terms of this Agreement.

8.1.3. Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to the City, in the 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 the Effective Date or consistent with the requirements of Exhibit “D” (Schedule of Performance) (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.
(c) If Developer fails or refuses to procure or maintain insurance as required hereby or fails or refuses to furnish the City with required proof that the insurance has been procured and is in force and paid for, the City, after complying with the requirements of Section 6.4, may view such failure or refusal to be a default hereunder.

8.2. Indemnification.

8.2.1. General. Developer shall indemnify the City and Owner, and their 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 Site.
(a) Developer will defend any action or actions filed in connection with any of said claims or liabilities covered by the indemnification provisions herein and will pay all costs and expenses, including reasonable 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 Owner or their respective officers, agents, or employees for any such claims or liabilities arising out of or in connection with such work, operations, or activities of Developer hereunder, and Developer agrees to save and hold the City and Owner and their respective its officers, agents, and employees harmless therefrom.

8.2.2. Exceptions. The foregoing indemnity shall not include claims or liabilities arising from the negligence or willful misconduct of the City, or its officers, agents or employees who are directly responsible to the City.

8.2.3. 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 Site causing injury 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 Site caused solely by Developer, including but not limited to, the presence of buried debris, hazardous materials, hydrocarbons, or any form of soil contamination.
(d) Any third party claims or challenges to the approval of this Agreement or the Development Approvals by City.

8.2.4. Loss and Damage. Except as set forth below, the City shall not be liable for any damage to property of Developer, Owner or of others located on the Site, nor for the loss of or damage to any property of Developer, Owner or others by theft or otherwise. Except as set forth below, the 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 Site or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical condition of Site, or by any other cause of whatsoever nature. The foregoing two (2) sentences shall not apply (i) to the extent the City or its agents, employees, subcontractors, invitees or representatives causes such injury or damage when accessing the Site, or (ii) to the extent covered in any permits to enter executed by the City, or (iii) under the circumstances set forth in Section 8.2.2 above.

8.2.5. Period of Indemnification. The obligations for indemnity under this Section 8.2 shall begin upon the Effective Date and shall survive termination of this Agreement.

8.3. Waiver of Subrogation. Developer and the City mutually agree that neither shall make any claim against, nor seek to recover from the other or its agents, servants, or employees, for any loss or damage to Developer or the City or to any person or property relating to this Agreement, except as specifically provided hereunder, which include but is not limited to a claim or liability to the extent arising from the negligence or willful misconduct of the City or Developer, as the case may be, or their respective officers, agents, or employees who are directly responsible to the City and Developer, as the case may be.

9. MORTGAGEE PROTECTION. The parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer’s sole discretion, from encumbering the Site or any portion thereof or the Development or any improvement on the Site thereon by any mortgage, deed of trust or other security device securing financing with respect to the Site. The City acknowledges that the lenders providing such financing may require certain Agreement interpretations and modifications and the City agrees upon request, from time to time, to meet with Developer or Owner and representatives of such lenders to negotiate in good faith any such request for interpretation or modification. Subject to compliance with applicable laws, the City will not unreasonably withhold its consent to any such requested interpretation or modification, provided the City determines such interpretation or modification is consistent with the intent and purposes of this Agreement. Upon reasonable approval by the City Attorney, the City authorizes the City Manager to execute any Notices of Consent to Assignment on behalf of the City or similar financial documentation. Any Mortgagee of the Site shall be entitled to the following rights and privileges:

9.1.1. Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Development of the Site or any mortgage of the Site made in good faith and for value, unless otherwise required by law.

9.1.2. The Mortgagee of any mortgage or deed of trust encumbering the Development of the Site or any mortgage or deed of trust encumbering the Site, or any part thereof, which Mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from the City of any default by Developer in the performance of Developer’s obligations under this Agreement.

9.1.3. If the City timely receives a request from a Mortgagee requesting a copy of any Notice of Non-Compliance given to Developer under the terms of this Agreement, the City shall make a good faith effort to provide a copy of that Notice of Non-Compliance to the Mortgagee within ten (I 0) days of sending the Notice of Non-Compliance to Developer. The Mortgagee shall have the right, but not the obligation, to cure the non-compliance during the period that is the longer of (i) the remaining cure period allowed such party under this Agreement, or (ii) sixty (60) days.

9.1.4. Any Mortgagee who comes into possession of the Development or the Site, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Development or the Site, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; except that (i) to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by the City, the performance thereof shall continue to be a condition precedent to the City’s performance hereunder, and (ii) in the event any Mortgagee seeks to develop or use any portion of the Development or the Site acquired by such Mortgagee by foreclosure, deed of trust, or deed in lieu of foreclosure, such Mortgagee shall strictly comply with all of the terms, conditions and requirements of this Agreement and the Development Approvals applicable to the Development or the Site or such part thereof so acquired by the Mortgagee.

10. MISCELLANEOUS PROVISIONS.

10.1. Recordation of Agreement. This Agreement shall be recorded in “short form” version 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.

10.2. 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.

10.3. Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, then that term, provision, covenant or condition of this Agreement shall be stricken and the remaining portion of this Agreement shall remain valid and enforceable if that stricken term, provision, covenant or condition is not material to the main purpose of this Agreement, which is to allow the Development to be permitted and operated and to provide the Development Fee to the City; otherwise, this Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which agreement shall not be unreasonably withheld.

10.4. 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.

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

10.6. Singular and Plural. As used herein, the singular of any word includes the plural.

10.7. Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an element.

10.8. 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.

10.9. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit for the parties and Owner and their respective successors and assigns.

No other person shall have any right of action based upon any provision of this Agreement.

10.10. Force Majeure. Notwithstanding any provision 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 then 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 beyond the date it would have otherwise expired, and further provided that if such delay is longer than six (6) months, Developer may terminate this Agreement upon written notice to the City and the City shall return to Developer any portion of the Development Fee paid for any period after the effective date of such termination.

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

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

10.13. 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 the 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 the 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.

Signature page to OPERATING AGREEMENT NO. 02-2022
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.

CITY: CITY OF SANTA FE SPRINGS
a California municipal corporation
By:

Mayor
DEVELOPER: 605 Investment, LLC.
a California Corporation
By:

Glenn Emanuel, Manager

STATE OF CALIFORNIA

I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

STATE OF CALIFORNIA

I certify under PENALTY OF PERJURY under the laws of the State of that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature (Seal)
EXHIBIT “A”

LEGAL DESCRIPTION OF SITE
All that certain real property located in the City of Santa Fe Springs, County of Los Angeles, State of California more particularly described as follows:

THE SURFACE THEREOF, AS EXCEPTED IN THE DEED FROM THE STATE OF CALIFORNIA, BY DEED RECORDED MAY 27, 1971 AS INSTRUMENT NO. 2386, IN BOOK D-5070 PAGE 759, OFFICIAL RECORDS EXHIBIT “B”

SCOPE OF DEVELOPMENT
Developer and the City agree that the Development shall be undertaken in accordance with the terms of the Agreement, which include the following:

1. The Development. Developer shall install the New Electronic Billboard in accordance with the terms of this Agreement. The New Electronic Billboard consists of one (1) 50- foot tall, double-face electronic billboard with displays screen measuring 14ʹ x 48ʹ that is oriented northbound toward Interstate 605 Freeway. Before the issuance of final inspection of the Final Permits, Developer shall underground all utilities necessary for the New Electronic Billboard and the Site shall be maintained in accordance with the conditions at Paragraph 3 below.

No officer or employee of the City shall be personally liable to Developer, its successors, transferees or assigns, for any default or breach by the City under the Agreement.

EXHIBIT “C-1”

SITE PLAN
(949) 794-1180 6 Irvine, CA 92614
2 Park Plaza, Suite 1120
Environment | Planning | Development
Solutions, Inc.

OUTDOOR ASSOCIATES
14'x48' LED BOARD AT BOTH FACES

FOR PROPOSED ELECTRONIC BILLBOARD BACK TO BACK SIGN

SITE PLAN
8717 PIONEER BOULEVARD (E/O 605 FWY.)
SANTA FE SPRINGS, CA 90670
APN 8177-031-017
PROJECT ADDRESS:
8717 PIONEER BOULEVARDSANTA FE SPRINGS, CA 90670
ASSESSOR'S PARCEL NO.:
8177-031-017
SITE AREA:

0.76 Ac
NOTES:

1. THE PROJECT WILL NOT REQUIRE REMOVAL OF ANY PARKING SPACES.

CHANGES TO THE INFORMATION CONTAINED IN THESE FILES WHEN IT

SURVEY IS TO LOCATE SURFACE FEATURES AND SUBSURFACE UTILITIES

IN TWO AREAS THAT WILL BE USED FOR THE CONSTRUCTION OF NEW BILLBOARDS. THESE TWO AREAS WERE SURVEYED BY GROUNDMETHODS.

4. THIS PLAN DOES NOT SHOW THE LOCATION OF, OR ENCROACHMENTS BY, ANY BUILDINGS OR STRUCTURES SUBSURFACE FOOTINGS ORFOUNDATIONS, UTILITY LINES OR STRUCTURES.

6. THE CONTRACTOR SHALL VERIFY ALL DIMENSIONS IN THE FIELD FOR PROPER COORDINATION OF WORK.

LEGEND

PARCEL/LOT LINEEASEMENT LINERIGHT-OF-WAY LINESITE BOUNDARYASSESSOR'S PARCEL LINE

INDICATES TITLE REPORT EXCEPTION PLOTTED ON
A.L.T.A. / N.S.P.S. LAND TITLE SURVEY PREPARED FOR
8717 PIONEER BLVD., SANTA FE SPRINGS, CA BY ANACAL
ENGINEERING COMPANY, ANAHEIM, CA, DATED 2/28/2017

CALTRANS ROW (NO ACCESS)
1 RIGHT-OF-WAY LINE
( ) BEARINGS AND DISTANCES PER A.L.T.A. / N.S.P.S. LAND TITLE SURVEY PIONEER BLVD.

ENLARGED SITE PLAN
8717 PIONEER BOULEVARD (E/O 605 FWY.)
SANTA FE SPRINGS, CA 90670
APN 8177-031-017
(949) 794-1180 6 Irvine, CA 926142 Park Plaza, Suite 1120 Environment | Planning | Development
Solutions, Inc.

OUTDOOR ASSOCIATES
14'x48' LED BOARD AT BOTH FACES

FOR PROPOSED ELECTRONIC BILLBOARD BACK TO BACK SIGN
2 SANTA FE SPRINGS, CA 90670
NOTES:1. THE PROJECT WILL NOT REQUIRE REMOVAL OF ANY PARKING SPACES.