Cities Index.
Agenda packet, adjourned meeting, first session

Santa Fe Springs City Council
November 12, 2024

Document
Agenda packet, adjourned meeting, first session
Meeting
November 12, 2024
Body
Santa Fe Springs City Council
Pages
75
Original file
64.7 MB
Text extracted from the city's file for reading and search. Open the original on www.santafesprings.gov. That file is the official record.

Quantity Unit Price Extended Price
Sell/List/Disc
Description
1 Tag For 01. WS1 (Admin Asst)
30/70
329.00

57.00%
2 CRCT - Common Top, Worksurface 1 141.47 141.47
Depth: 30.00000
Width: 70.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For WS-1
30/70
173.00

57.00%
3 CRCT - Common Top, Worksurface 1 74.39 74.39
Depth: 24.00000
Width: 42.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For WS-1
24/42
147.00

58.00%
4 X-FCMT - AMQ Activ Soft Cable Management with Zip Close Light 1 61.74 61.74 Grey

AMQSOLUTIO
Tag For 01. WS1 (Admin Asst)
CMT
147.00

61.54%
5 AMQDSTRAYLG - Universal Cable Management Kit, Large 1 56.54 56.54

AMQSOLUTIO
Tag For 01. WS1 (Admin Asst)
CT/30
664.00

61.54%
6 AMQDSPINTRO - Powerstrip Intro with Under Worksurface Power 1 255.38 255.38 Utility
Power Finish: Plastic - PG1 6009 - ARCTIC WHITE
Power Mount: C-Clamp
Power Configuration: 2 Power 1 USB A+C 20W
Utility Power: 2 Utility, 1 Female Plug, Tray
Power Cord: 6' Standard Cord
Plug: STANDARD NEMA 5-15 3-PRONG
Quote: 672312

Page 3 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
6 PVC: With PVC

AMQSOLUTIO
Tag For 01. WS1 (Admin Asst)
PS/2P1AC20
138.00

63.03%
7 TS736THF - Frame, Horizontal package, Thin, 36W 2 51.02 102.04 BASIC: 7243 SEAGULL
TC OPT: *OPT:TOP CAP OPTIONS
OMIT CAP: TOP CAP, OMITTED
CABLEOPT: *OPT:CABLE TRAY OPTION
CBL TRAY: CABLE TRAY
BASE OPT: *OPT:BASE TRIM OPTIONS
1OMIT1KO: OMIT 1 SIDE / KNOCKOUT 1 SIDE
TRAY OPT: *OPT:BASE TRAY OPTION
BASETRAY: BASE TRAY

STEELCASE
Tag For 01. WS1 (Admin Asst)
36/36c
138.00

63.03%
8 TS736THF - Frame, Horizontal package, Thin, 36W 1 51.02 51.02 BASIC: 7243 SEAGULL
TC OPT: *OPT:TOP CAP OPTIONS
STD CAP: STD:Std Top Cap
CABLEOPT: *OPT:CABLE TRAY OPTION
CBL TRAY: CABLE TRAY
BASE OPT: *OPT:BASE TRIM OPTIONS
1OMIT1KO: OMIT 1 SIDE / KNOCKOUT 1 SIDE
TRAY OPT: *OPT:BASE TRAY OPTION
BASETRAY: BASE TRAY

STEELCASE
Tag For 01. WS1 (Admin Asst)
36/36c
155.00

63.03%
9 TS736TEPJ - Junction-End of run, Thin, 36H 1 57.30 57.30 TRIM: *OPT:TRIM PACKAGE
PAINT: PAINTED TRIM PKG
UPRIGHT: UPRIGHT
TEXT PNT: *UPRIGHT:TEXTURED PAINT
7243: SEAGULL

STEELCASE
Quote: 672312

Page 4 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
9 Tag For 01. WS1 (Admin Asst)
E36
110.00

63.03%
10 TS736TIPJ - Junction-In line, Thin, 36H 1 40.67 40.67

STEELCASE
Tag For 01. WS1 (Admin Asst)
I36
242.00

63.03%
11 TS736TLPJ - Junction-L, Thin, 36H 1 89.47 89.47
TRIM: *OPT:TRIM PACKAGE
PAINT: PAINTED TRIM PKG
UPRIGHT: UPRIGHT
TEXT PNT: *UPRIGHT:TEXTURED PAINT
7243: SEAGULL

STEELCASE
Tag For 01. WS1 (Admin Asst)
L36
323.00

63.03%
12 TS736WPJ - Junction-Wall start, 36H 1 119.41 119.41

STEELCASE
Tag For 01. WS1 (Admin Asst)
WS36
649.00

63.03%
13 TS73036LSF - Panel skin, Laminate, Floor, 30H x 36W 3 239.94 719.82 SURFACE: 2410 GRAPHITE WALNUT (HPL)
TRIM: 7243 SEAGULL
GRAINDIR: *OPT:GRAIN DIRECTION
VERT: STD:VERTICAL

STEELCASE
Tag For 01. WS1 (Admin Asst)
251.00

63.03%
14 TS73036TK - Panel skin-Tackable acoustical, 30H x 36W 3 92.79 278.37 SURFACE: P535 CURRENCY
FAB DIR: *OPT:FABRIC DIRECTION
HORZ: STD:HORIZONTAL APPLICATION

STEELCASE
Tag For 01. WS1 (Admin Asst)
389.00

57.93%
15 EEAWST - Tackboards 1 163.65 163.65
Width: 30.00000
Height: 30.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Scallop: No Scallop
Application: No Service Mod
Quote: 672312

Page 5 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
15 STEELCASE
Tag For 01. WS1 (Admin Asst)
TB/30/30
596.00

57.93%
16 EEAWST - Tackboards 1 250.74 250.74
Width: 66.00000
Height: 30.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Scallop: No Scallop
Application: No Service Mod

STEELCASE
Tag For 01. WS1 (Admin Asst)
TB/66/30
843.00

63.03%
17 UTR1660TA - Worksurface-Transaction, Plastic edge, Laminate, 1 311.66 311.66 Straight, Thin, Answer applicat ion, 16D x 60W
EDGE: 6009 ARCTIC WHITE
TOP-SURF: 2730 ARCTIC WHITE
TC OPT: *OPT:TOP CAP OPTIONS
STD CAP: Std Top Cap
TOP-CAP: TOP CAP
TEXT PNT: *TOP-CAP:TEXTURED PAINT
7243: SEAGULL
Universal Systems Transaction
Worksurface, for use with Answer
Panels with Thin trim

SPECIAL
CHANGE: (A=12''D) X (B=72'W full)
* To fit full width of panel(s)
CHANGE: Squared rear corners
* Front/Visitor corners to have
standard radius.

CHANGE: Transaction top will
sit on top of top cap, flush with
inside of panel, with entire 9''
overhang to visitor side.

DELETE: Standard brackets. special
cantilivers are required to overhang top
on one side of panel, must be ordered
separately.

Eng Quote SF243647
Eng Quote Product ID SF00267582

STEELCASE
Tag For 01. WS1 (Admin Asst)
(12/72)
Quote: 672312

Page 6 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description

25.00 63.04%
18 TS7STLS1 - In line-Spanning Top Cap, Package quantity 1, 1 9.24 9.24 Lightseal

STEELCASE

58.00 63.03%
19 TS772TTC - Top cap, Thin, 72W 1 21.44 21.44
BASIC: 7243 SEAGULL
TC OPT: *OPT:TOP CAP OPTIONS
STD CAP: STD:Std Top Cap

STEELCASE
275.00

35.90%
20 9080806SR - Transaction Top Bracket Package 2 176.28 352.56 BASIC: 7243 SEAGULL
Transaction Top Bracket Package.

CHANGE:

Modified for use on Answer Panels
with Thin Trim, to support 12''D
Transaction Top with all overhang
on one side of the panel, 9'' overhang
Includes (2) Brackets, LH and RH.

Eng Quote SF243647
Eng Quote Product ID SF00254982

STEELCASE
Tag For 01. WS1 (Admin Asst)
(12/72)
2,887.00

58.97%
21 AMQCRCD2HFSLL - Credenza Two High Full Storage, 1 1,184.41 1,184.41 Lateral/Lateral
Depth: 24.00000
Width: 60.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Storage: Lateral File/Lateral File
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Application: Full
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Thickness - Worksurface: 1.12500
Quote: 672312

Page 7 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
21 AMQSOLUTIO
Tag For 01. WS1 (Admin Asst)
24/60-LF/LF
2,280.00

58.97%
22 AMQCRCD2HFSLFL - Credenza Two High Full Storage, Lateral/Open 1 935.38 935.38 Depth: 24.00000
Width: 60.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Storage: Open/Lateral File
Handedness: Left Hand
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Application: Full
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Thickness - Worksurface: 1.12500

AMQSOLUTIO
Tag For 01. WS1 (Admin Asst)
24/60-LF/BC
Sub Total 6,067.98
SANTA FE SPRINGS, CITY OF 60.66
LOS ANGELES, COUNTY OF 212.36
CALIFORNIA, STATE OF 364.05
Total 6,705.05

02. PO2 & PO3
1,884.00

58.00%
23 APS3L3B - Activ 2.0 3-leg Base, 90/120 2 791.28 1,582.56 Depth: 24.00000
Leg: T-Leg
Caster or Glide: Glides
Base Finish: Paint F1 - Platinum

AMQSOLUTIO
Tag For 02. PO2 & PO3
AP3-30
Quote: 672312

Page 8 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
361.00

57.00%
24 CRCT - Common Top, Worksurface 2 155.23 310.46
Depth: 30.00000
Width: 72.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For PO-2 & PO-3
30/70
173.00

57.00%
25 CRCT - Common Top, Worksurface 2 74.39 148.78
Depth: 24.00000
Width: 42.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For PO-2 & PO-3
24/42
147.00

58.00%
26 X-FCMT - AMQ Activ Soft Cable Management with Zip Close Light 2 61.74 123.48 Grey

AMQSOLUTIO
Tag For 02. PO2 & PO3
CMT
147.00

61.54%
27 AMQDSTRAYLG - Universal Cable Management Kit, Large 2 56.54 113.08

AMQSOLUTIO
Tag For 02. PO2 & PO3
CT/30
664.00

61.54%
28 AMQDSPINTRO - Powerstrip Intro with Under Worksurface Power 2 255.38 510.76 Utility
Power Finish: Plastic - PG1 6009 - ARCTIC WHITE
Power Mount: C-Clamp
Power Configuration: 2 Power 1 USB A+C 20W
Utility Power: 2 Utility, 1 Female Plug, Tray
Power Cord: 6' Standard Cord
Plug: STANDARD NEMA 5-15 3-PRONG
PVC: With PVC

AMQSOLUTIO
Quote: 672312

Page 9 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
28 Tag For 02. PO2 & PO3
PS/2P1AC20
1,299.00

58.97%
29 AMQCRBK - Bookcase-15"D 4 532.92 2,131.68
Width: 30.00000
Height: 72.68750
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)

AMQSOLUTIO
Tag For 02. PO2 & PO3
BC/5/30
522.00

58.98%
30 AMQCRMP - Panel- Modesty,13.75"H 2 214.15 428.30
Width: 60.00000
Modesty Panel Finish: Woodgrain LPL 24L0 - GRAPHITE

WALNUT (LPL)

AMQSOLUTIO
Tag For 02. PO2 & PO3
MP/60
1,809.00

58.97%
31 AMQCRL2H - Lateral-Two-High,File/File 2 742.15 1,484.30 Depth: 24.00000
Width: 36.00000
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Drawer Configuration: File/File
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight

AMQSOLUTIO
Tag For 02. PO2 & PO3
LF/36/FF-Top
Quote: 672312

Page 10 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
513.00

57.93%
32 EEAWST - Tackboards 2 215.82 431.64
Width: 48.00000
Height: 30.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Scallop: No Scallop
Application: No Service Mod

STEELCASE
Tag For 02. PO2 & PO3
TB/48/30
531.00

57.93%
33 EEAWST - Tackboards 2 223.39 446.78
Width: 49.00000
Height: 30.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Scallop: No Scallop
Application: No Service Mod

STEELCASE
Tag For 02. PO2 & PO3
TB/49/30
2,046.00

58.97%
34 AMQCRCD2HKSSPR - Credenza Two High with Kneespace, Single 2 839.38 1,678.76 Right Hand Pedestal
Depth: 24.00000
Width: 72.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Application: Full
Modesty Panel: Full
Support - Right: File/File Pedestal
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Thickness - Worksurface: 1.12500

AMQSOLUTIO
Quote: 672312

Page 11 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
34 Tag For 02. PO2 & PO3
24/72-FF
904.00

58.97%
35 AMQCRMP15H - Pedestal-1.5-High,Box/File, Mobile 2 370.87 741.74 Depth: 22.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Woodgrain LPL 24L0 - GRAPHITE

WALNUT (LPL)
Edge Finish: Plastic - PG1 6231 - GRAPHITE WALNUT
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME

AMQSOLUTIO
Tag For 02. PO2 & PO3
BF/22
Sub Total 10,132.32
SANTA FE SPRINGS, CITY OF 101.33
LOS ANGELES, COUNTY OF 354.65
CALIFORNIA, STATE OF 607.95
Total 11,196.25

03. WS2/ WS3/ WS4 Fire Marshall
1,884.00

58.00%
36 APS3L3B - Activ 2.0 3-leg Base, 90/120 3 791.28 2,373.84 Depth: 30.00000
Leg: T-Leg
Caster or Glide: Glides
Base Finish: Paint F1 - Platinum

AMQSOLUTIO
Tag For 03. WS2/ WS3/ WS4
AP3-30
361.00

57.00%
37 CRCT - Common Top, Worksurface 3 155.23 465.69
Depth: 30.00000
Width: 72.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Quote: 672312

Page 12 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
37 Grommet Location: No Grommet

STEELCASE
Tag For WS-2, WS-3, WS-4
30/72
173.00

57.00%
38 CRCT - Common Top, Worksurface 3 74.39 223.17
Depth: 24.00000
Width: 42.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For WS-2, WS-3, WS-4
24/42
147.00

58.00%
39 X-FCMT - AMQ Activ Soft Cable Management with Zip Close Light 3 61.74 185.22 Grey

AMQSOLUTIO
Tag For 03. WS2/ WS3/ WS4
CMT
664.00

61.54%
40 AMQDSPINTRO - Powerstrip Intro with Under Worksurface Power 3 255.38 766.14 Utility
Power Finish: Plastic - PG1 6009 - ARCTIC WHITE
Power Mount: C-Clamp
Power Configuration: 2 Power 1 USB A+C 20W
Utility Power: 2 Utility, 1 Female Plug, Tray
Power Cord: 6' Standard Cord
Plug: STANDARD NEMA 5-15 3-PRONG
PVC: With PVC

AMQSOLUTIO
Tag For 03. WS2/ WS3/ WS4
PS/2P1AC20
147.00

61.54%
41 AMQDSTRAYLG - Universal Cable Management Kit, Large 3 56.54 169.62

AMQSOLUTIO
Tag For 03. WS2/ WS3/ WS4
CT/30
734.00

53.61%
42 PSPS - SARTO Screen; Desk mount-Privacy only 3 340.50 1,021.50 Size: Modular
Height: 35.50000
Width: 30.00000
Quote: 672312

Page 13 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
42 Screen Type: Side Screen
Surface Finish: Buzz2 5G57 - ROUGE
Bracket Finish: Textured Paint 7360 - MERLE

STEELCASE
Tag For PS/36H/30W
960.00

53.61%
43 PSPS - SARTO Screen; Desk mount-Privacy only 2 445.34 890.68 Size: Modular
Height: 35.50000
Width: 70.00000
Screen Type: Rear Screen
Surface Finish: Buzz2 5G57 - ROUGE
Bracket Finish: Textured Paint 7360 - MERLE

STEELCASE
Tag For PS/36H/70W
827.00

53.61%
44 PSPS - SARTO Screen; Desk mount-Privacy only 1 383.65 383.65 Size: Modular
Height: 35.50000
Width: 48.00000
Screen Type: Rear Screen
Surface Finish: Buzz2 5G57 - ROUGE
Bracket Finish: Textured Paint 7360 - MERLE

STEELCASE
Tag For PS/36H/48W

7.00 53.57%
45 PSCB - SARTO Screen; Alignment clip, Privacy 6 3.25 19.50 Bracket Finish: Textured Paint 7360 - MERLE

STEELCASE
Tag For Screen Brackets
2,776.00

57.00%
46 CRCLF - Combination Cabinet - Lateral Drawers 2 1,193.68 2,387.36 Size Option: Modular
Depth: 24.00000
Width: 30.00000
Height: 66.50000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Quote: 672312

Page 14 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
46 Keys: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC

STEELCASE
Tag For 03. WS2/ WS3/ WS4
CC/30/66.5H
2,953.00

57.00%
47 CRCLF - Combination Cabinet - Lateral Drawers 1 1,269.79 1,269.79 Size Option: Modular
Depth: 24.00000
Width: 36.00000
Height: 66.50000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Keys: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC

STEELCASE
Tag For 03. WS2/ WS3/ WS4
CC/36/66.5H
1,809.00

58.97%
48 AMQCRL2H - Lateral-Two-High,File/File 2 742.15 1,484.30 Depth: 24.00000
Width: 36.00000
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Drawer Configuration: File/File
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Quote: 672312

Page 15 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
48 Counterweight: With Counterweight

AMQSOLUTIO
Tag For 03. WS2/ WS3/ WS4
LF/36/FF
933.00

63.25%
49 RATCL4872P - Top-Common, Square edge profile, Laminate, Proud 1 342.88 342.88 front, 48D x 72W
EDGE: 6009 ARCTIC WHITE
TOP-SURF: 2730 ARCTIC WHITE

STEELCASE
Tag For 03. WS2/ WS3/ WS4
48/72
341.00

63.03%
50 UADJ - Leg-Adjustable height, Glides 4 126.07 504.28 LEGS: 4799 PLATINUM METALLIC

STEELCASE
Tag For 03. WS2/ WS3/ WS4
AHL

76.00 63.03%
51 TS7WKSPT66 - Reinforcing channel, 66W 2 28.10 56.20

STEELCASE
Tag For 03. WS2/ WS3/ WS4
RC66
1,386.00

57.00%
52 TS4S4866 - Screen, 48W x 66H 2 595.98 1,191.96
FRAME: 4799 PLATINUM METALLIC
SURF-1: 5G57 ROUGE
SURF-2: 5G57 ROUGE
FAB DIR: *OPT:FABRIC DIRECTION
SURF-1: SURF-1 DIRECTION
VERT: VERTICAL APPLICATION
SURF-2: SURF-2 DIRECTION
VERT: VERTICAL APPLICATION
CAST OPT: *OPT:LEVELERS OPTION
CASTERS: STD:CASTERS
PEGS OPT: *OPT:FLIP CHART PEGS OPTION
TOPCAP: STD:TOP CAP

STEELCASE
Tag For 03. WS2/ WS3/ WS4
SC/48/66
449.00

57.00%
53 CRCT - Common Top, Worksurface 1 193.07 193.07
Depth: 24.00000
Width: 95.56250
Quote: 672312

Page 16 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
53 Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For 03. WS2/ WS3/ WS4
CT/24/96
1,039.00

58.97%
54 AMQCRLS2HD - Low Storage-Two-High, Cabinet 2 426.26 852.52 Depth: 24.00000
Width: 30.00000
Top: No Top
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Door: Double Door

AMQSOLUTIO
Tag For 03. WS2/ WS3/ WS4
D/30
1,089.00

58.97%
55 AMQCRLS2HD - Low Storage-Two-High, Cabinet 1 446.77 446.77 Depth: 24.00000
Width: 36.00000
Top: No Top
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Door: Double Door

AMQSOLUTIO
Quote: 672312

Page 17 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
55 Tag For 03. WS2/ WS3/ WS4
D/36
904.00

58.97%
56 AMQCRMP15H - Pedestal-1.5-High,Box/File, Mobile 3 370.87 1,112.61 Depth: 22.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Woodgrain LPL 24L0 - GRAPHITE

WALNUT (LPL)
Edge Finish: Plastic - PG1 6231 - GRAPHITE WALNUT
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME

AMQSOLUTIO
Tag For 03. WS2/ WS3/ WS4
BF/22
832.00

63.25%
57 RATCL3672F - Top-Common, Square edge profile, Laminate, Flush 1 305.76 305.76 steel front, 36D x 72W
EDGE: 6009 ARCTIC WHITE
TOP-SURF: 2730 ARCTIC WHITE

STEELCASE
Tag For 03. WS2/ WS3/ WS4
36/72
2,141.00

63.25%
58 RSC18363CF - Cabinet-Storage, 2 adjustable shelves, Flush steel 2 786.82 1,573.64 front, 18D x 36W x 40H
BASIC: 4799 PLATINUM METALLIC
LOCK: 9201 POLISHED CHROME
KEYS: SK PLUG
TOP OPT: *OPT:TOP OPTIONS
NO TOP: NO TOP

STEELCASE
Tag For 03. WS2/ WS3/ WS4
SC/40
268.00

63.03%
59 UHPL - Post leg, Glides, 40 7/8H 2 99.08 198.16
LEGS: 4799 PLATINUM METALLIC

STEELCASE
Tag For 03. WS2/ WS3/ WS4
SL
Quote: 672312

Page 18 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
Sub Total 18,418.31
SANTA FE SPRINGS, CITY OF 184.21
LOS ANGELES, COUNTY OF 644.65
CALIFORNIA, STATE OF 1,105.11
Total 20,352.28

04. WS-5 (Reception)
511.00

62.82%
60 AMQTSAPF - Panel Tackable Monolithic 2 189.99 379.98 Width: 24.00000
Height: 48.00000
Trim Finish: 7243 - SEAGULL
Surface 1 Finish: P535 - CURRENCY
Surface 2 Finish: P535 - CURRENCY
Top Cap: Low
Fabric Direction: HORIZONTAL APPLICATION ONLY
Power Install: Factory Installation
Powerway: No Powerway

AMQSOLUTIO
Tag For 04. WS5 (Reception)
24/48m-18
559.00

62.82%
61 AMQTSAPF - Panel Tackable Monolithic 4 207.83 831.32 Width: 30.00000
Height: 48.00000
Trim Finish: 7243 - SEAGULL
Surface 1 Finish: P535 - CURRENCY
Surface 2 Finish: P535 - CURRENCY
Top Cap: Low
Fabric Direction: HORIZONTAL APPLICATION ONLY
Power Install: Factory Installation
Powerway: No Powerway

AMQSOLUTIO
Tag For 04. WS5 (Reception)
30/48m-18
772.00

62.82%
62 AMQTSAPF - Panel Tackable Monolithic 2 287.03 574.06 Width: 30.00000
Height: 48.00000
Trim Finish: Textured Paint 7243 - SEAGULL
Surface 1 Finish: Alloy P535 - CURRENCY
Quote: 672312

Page 19 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
62 Surface 2 Finish: Alloy P535 - CURRENCY
Top Cap: Low
Fabric Direction: HORIZONTAL APPLICATION ONLY
Power Install: Factory Installation
Powerway: Separate Neutral Powerway

AMQSOLUTIO
Tag For 04. WS5 (Reception)
30/48m
598.00

62.82%
63 AMQTSAPF - Panel Tackable Monolithic 2 222.33 444.66 Width: 36.00000
Height: 48.00000
Trim Finish: 7243 - SEAGULL
Surface 1 Finish: P535 - CURRENCY
Surface 2 Finish: P535 - CURRENCY
Top Cap: Low
Fabric Direction: HORIZONTAL APPLICATION ONLY
Power Install: Factory Installation
Powerway: No Powerway

AMQSOLUTIO
Tag For 04. WS5 (Reception)
36/48m-18
1,015.00

62.82%
64 AMQTSAPF - Panel Tackable Monolithic 2 377.37 754.74 Width: 60.00000
Height: 48.00000
Trim Finish: Textured Paint 7243 - SEAGULL
Surface 1 Finish: Alloy P535 - CURRENCY
Surface 2 Finish: Alloy P535 - CURRENCY
Top Cap: Low
Fabric Direction: HORIZONTAL APPLICATION ONLY
Power Install: Factory Installation
Powerway: Separate Neutral Powerway

AMQSOLUTIO
Tag For 04. WS5 (Reception)
60/48m
742.00

62.82%
65 AMQTSAPSG - Stacker Panel Glass 2 275.87 551.74
Width: 24.00000
Height: 18.00000
Quote: 672312

Page 20 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
65 Trim Finish: 7243 - SEAGULL

AMQSOLUTIO
Tag For 04. WS5 (Reception)
774.00

62.82%
66 AMQTSAPSG - Stacker Panel Glass 4 287.77 1,151.08
Width: 30.00000
Height: 18.00000
Trim Finish: 7243 - SEAGULL

AMQSOLUTIO
Tag For 04. WS5 (Reception)
848.00

62.82%
67 AMQTSAPSG - Stacker Panel Glass 2 315.28 630.56
Width: 36.00000
Height: 18.00000
Trim Finish: 7243 - SEAGULL

AMQSOLUTIO
Tag For 04. WS5 (Reception)

99.00 62.82%
68 AMQTSAPTC - Trim Vertical Corner 4 36.81 147.24
Height: 48.00000
Trim Finish: 7243 - SEAGULL
End Cap: Low

AMQSOLUTIO
Tag For 04. WS5 (Reception)
J48

69.00 62.83%
69 AMQTSAPTXC - Trim Vertical Corner Change of height 4 25.65 102.60 Height: 18.00000
Trim Finish: 7243 - SEAGULL
End Cap: Low

AMQSOLUTIO
Tag For 04. WS5 (Reception)
COH18

69.00 62.83%
70 AMQTSAPTE - Trim Vertical End of run 1 25.65 25.65
Height: 48.00000
Trim Finish: 7243 - SEAGULL
End Cap: Low

AMQSOLUTIO
Tag For 04. WS5 (Reception)
E48
Quote: 672312

Page 21 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description

69.00 62.83%
71 AMQTSAPTE - Trim Vertical End of run 2 25.65 51.30
Height: 66.00000
Trim Finish: 7243 - SEAGULL
End Cap: Low

AMQSOLUTIO
Tag For 04. WS5 (Reception)
E66
397.00

56.41%
72 AMQTSAE98669B - Base Power In 3 Circuit 1 173.05 173.05 Wiring: Separate Neutral Wiring

AMQSOLUTIO
427.00

56.41%
73 AMQTSAESB - Receptacle 3 Circuit Shared Neutral Line 3 15 Amp 1 186.13 186.13 Package Quantity 6
Harness: Separate Neutral Harness
Receptacle: Line A
Controlled Stamp: No Stamp

AMQSOLUTIO
427.00

56.41%
74 AMQTSAESB - Receptacle 3 Circuit Shared Neutral Line 3 15 Amp 1 186.13 186.13 Package Quantity 6
Harness: Separate Neutral Harness
Receptacle: Line B
Controlled Stamp: No Stamp

AMQSOLUTIO
556.00

56.41%
75 AMQTSAESB - Receptacle 3 Circuit Shared Neutral Line 3 15 Amp 1 242.36 242.36 Package Quantity 6
Harness: Separate Neutral Harness
Receptacle: Line C
Controlled Stamp: No Stamp

AMQSOLUTIO

0.00 0.00%
76 GROMMET 12X12STANDRD - PANEL GROMMET 1 175.97 175.97 12"H X 12"W X 3" THICK

INSIDE DIMS ONLY
STANDARD PAINT: PLATINUM METALLIC

ONSITEREFU
Tag For WS-5
Panel Grommets
985.00

58.00%
77 APS2B - Activ2.0Base, 2 Stage 2 413.70 827.40
Depth: 29.00000
Leg: T-Leg
Caster or Glide: Glides
Quote: 672312

Page 22 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
77 Base Finish: Paint F1 - Platinum

AMQSOLUTIO
Tag For 04. WS5 (Reception)
AP-29-T
147.00

61.54%
78 AMQDSTRAYLG - Universal Cable Management Kit, Large 2 56.54 113.08

AMQSOLUTIO
Tag For 04. WS5 (Reception)
CT/30
292.00

57.00%
79 CRCT - Common Top, Worksurface 2 125.56 251.12
Depth: 28.00000
Width: 72.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For 04. WS5 (Reception)
CT/28/72
147.00

58.00%
80 X-FCMT - AMQ Activ Soft Cable Management with Zip Close Light 2 61.74 123.48 Grey

AMQSOLUTIO
Tag For 04. WS5 (Reception)
CMT
664.00

61.54%
81 AMQDSPINTRO - Powerstrip Intro with Under Worksurface Power 2 255.38 510.76 Utility
Power Finish: Plastic - PG1 6009 - ARCTIC WHITE
Power Mount: C-Clamp
Power Configuration: 2 Power 1 USB A+C 20W
Utility Power: 2 Utility, 1 Female Plug, Tray
Power Cord: 6' Standard Cord
Plug: STANDARD NEMA 5-15 3-PRONG
PVC: With PVC

AMQSOLUTIO
Tag For 04. WS5 (Reception)
PS/2P1AC20
137.00

57.00%
82 CRCT - Common Top, Worksurface 2 58.91 117.82
Depth: 18.00000
Width: 30.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Quote: 672312

Page 23 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
82 Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For 04. WS5 (Reception)
18/30
173.00

57.00%
83 CRCT - Common Top, Worksurface 2 74.39 148.78
Depth: 24.00000
Width: 42.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For 04. WS5 (Reception)
24/42
141.00

61.75%
84 TSATCANT - Cantilever 6 53.93 323.58
BASIC: 4799 PLATINUM METALLIC

STEELCASE
Tag For 04. WS5 (Reception)
CANT
105.00

61.75%
85 TSATPL20 - Support-Worksurface, In line, Plate, 20D 2 40.16 80.32

STEELCASE
Tag For 04. WS5 (Reception)
20 2,599.00

58.97%
86 AMQCRL3H - Lateral-Three-High,File/File/File 2 1,066.26 2,132.52 Depth: 18.87500
Width: 30.00000
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Quote: 672312

Page 24 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
86 Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC

AMQSOLUTIO
Tag For 04. WS5 (Reception)
LF/30/FFF
2,747.00

58.97%
87 AMQCRL3H - Lateral-Three-High,File/File/File 2 1,126.97 2,253.94 Depth: 18.87500
Width: 36.00000
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC

AMQSOLUTIO
Tag For 04. WS5 (Reception)
LF/36/FFF
Sub Total 13,491.37
SANTA FE SPRINGS, CITY OF 134.92
LOS ANGELES, COUNTY OF 472.21
CALIFORNIA, STATE OF 809.47
Total 14,907.97

05. WS6 (Reception)
1,385.00

58.00%
88 APS2 - Activ2.0Desk, Stage 2 1 581.70 581.70
Width: 72.00000
Depth: 30.00000
Leg: T-Leg
Caster or Glide: Glides
Worksurface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Base Finish: Paint F1 - Platinum

AMQSOLUTIO
Tag For 05. WS6
30/72/-2S-T
Quote: 672312

Page 25 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
147.00

58.00%
89 X-FCMT - AMQ Activ Soft Cable Management with Zip Close Light 1 61.74 61.74 Grey

AMQSOLUTIO
Tag For 05. WS6
CMT
664.00

61.54%
90 AMQDSPINTRO - Powerstrip Intro with Under Worksurface Power 1 255.38 255.38 Utility
Power Finish: Plastic - PG1 6009 - ARCTIC WHITE
Power Mount: C-Clamp
Power Configuration: 2 Power 1 USB A+C 20W
Utility Power: 2 Utility, 1 Female Plug, Tray
Power Cord: 6' Standard Cord
Plug: STANDARD NEMA 5-15 3-PRONG
PVC: With PVC

AMQSOLUTIO
Tag For 05. WS6
PS/2P1AC20
147.00

61.54%
91 AMQDSTRAYLG - Universal Cable Management Kit, Large 1 56.54 56.54

AMQSOLUTIO
Tag For 05. WS6
CT/30
522.00

58.98%
92 AMQCRMP - Panel- Modesty,13.75"H 1 214.15 214.15
Width: 60.00000
Modesty Panel Finish: Woodgrain LPL 24L0 - GRAPHITE

WALNUT (LPL)

AMQSOLUTIO
Tag For 05. WS6
MP/60
426.00

57.93%
93 EEAWST - Tackboards 1 179.22 179.22
Width: 31.00000
Height: 30.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Scallop: No Scallop
Application: No Service Mod

STEELCASE
Tag For 05. WS6
TB/31/30
513.00

57.93%
94 EEAWST - Tackboards 1 215.82 215.82
Width: 48.00000
Height: 30.00000
Quote: 672312

Page 26 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
94 Tackboard Finish: Buzz2 5G57 - ROUGE
Scallop: No Scallop
Application: No Service Mod

STEELCASE
Tag For 05. WS6
TB/48/30
729.00

57.00%
95 CRDSHL - Desk- Shell 1 313.47 313.47
Size Option: Modular
Depth: 24.00000
Width: 48.00000
Thickness - Worksurface: 1.12500
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Support - Right: Full Depth End Panel
Support - Left: Clear-Access End Panel
Modesty Panel: Full
Grommet Location: No Grommet

STEELCASE
Tag For 05. WS6
24/48
904.00

58.97%
96 AMQCRMP15H - Pedestal-1.5-High,Box/File, Mobile 1 370.87 370.87 Depth: 22.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Woodgrain LPL 24L0 - GRAPHITE

WALNUT (LPL)
Edge Finish: Plastic - PG1 6231 - GRAPHITE WALNUT
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME

AMQSOLUTIO
Tag For 05. WS6
BF/22
Quote: 672312

Page 27 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
Sub Total 2,248.89
SANTA FE SPRINGS, CITY OF 22.49
LOS ANGELES, COUNTY OF 78.71
CALIFORNIA, STATE OF 134.92
Total 2,485.01

06. WS7/ WS8/ WS9/ WS10
1,385.00

58.00%
97 APS2 - Activ2.0Desk, Stage 2 4 581.70 2,326.80
Width: 72.00000
Depth: 29.00000
Leg: T-Leg
Caster or Glide: Glides
Worksurface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Base Finish: Paint F1 - Platinum

AMQSOLUTIO
Tag For 06. WS7/ WS8/ WS9/ WS10
29/72/-2S-T
147.00

58.00%
98 X-FCMT - AMQ Activ Soft Cable Management with Zip Close Light 4 61.74 246.96 Grey

AMQSOLUTIO
Tag For 06. WS7/ WS8/ WS9/ WS10
CMT
664.00

61.54%
99 AMQDSPINTRO - Powerstrip Intro with Under Worksurface Power 4 255.38 1,021.52 Utility
Power Finish: Plastic - PG1 6009 - ARCTIC WHITE
Power Mount: C-Clamp
Power Configuration: 2 Power 1 USB A+C 20W
Utility Power: 2 Utility, 1 Female Plug, Tray
Power Cord: 6' Standard Cord
Plug: STANDARD NEMA 5-15 3-PRONG
PVC: With PVC

AMQSOLUTIO
Tag For 06. WS7/ WS8/ WS9/ WS10
PS/2P1AC20
147.00

61.54%
100 AMQDSTRAYLG - Universal Cable Management Kit, Large 4 56.54 226.16

AMQSOLUTIO
Tag For 06. WS7/ WS8/ WS9/ WS10
CT/30
Quote: 672312

Page 28 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
734.00

53.61%
101 PSPS - SARTO Screen; Desk mount-Privacy only 4 340.50 1,362.00 Size: Modular
Height: 35.50000
Width: 30.00000
Screen Type: Side Screen
Surface Finish: Buzz2 5G57 - ROUGE
Bracket Finish: Textured Paint 7360 - MERLE

STEELCASE
Tag For PS/36H/30W
960.00

53.61%
102 PSPS - SARTO Screen; Desk mount-Privacy only 4 445.34 1,781.36 Size: Modular
Height: 35.50000
Width: 70.00000
Screen Type: Rear Screen
Surface Finish: Buzz2 5G57 - ROUGE
Bracket Finish: Textured Paint 7360 - MERLE

STEELCASE
Tag For PS/36H/70W

7.00 53.57%
103 PSCB - SARTO Screen; Alignment clip, Privacy 12 3.25 39.00 Bracket Finish: Textured Paint 7360 - MERLE

STEELCASE
Tag For Screen Brackets
988.00

58.97%
104 AMQCROHHD - 15" H Overhead - Hinged Doors 4 405.33 1,621.32 Width: 42.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Storage: Personal
Door: Hinged Doors
Attachment Bracket: Wall Mount Brackets
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME

AMQSOLUTIO
Tag For 06. WS7/ WS8/ WS9/ WS10
OH/42/15
Quote: 672312

Page 29 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
2,094.00

57.00%
105 CRCD2HFSLFL - Credenza-2-High,Lateral/Open 4 900.42 3,601.68 Size Option: Modular
Depth: 18.87500
Width: 42.00000
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Worksurface Thickness: 1.12500
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Keys: Key Plug
Application: Full

STEELCASE
Tag For 06. WS7/ WS8/ WS9/ WS10

18.875/42
Sub Total 12,226.80
SANTA FE SPRINGS, CITY OF 122.27
LOS ANGELES, COUNTY OF 427.95
CALIFORNIA, STATE OF 733.61
Total 13,510.63

07. Hoteling stations

64.00 62.83%
106 AMQTSATRC - Channel- Reinforcing 3 23.79 71.37
Width: 48.00000

AMQSOLUTIO
Tag For 07. Hoteling stations
RC/48
226.00

58.97%
107 AMQCRCT - Top- Common, Rectangular 3 92.72 278.16
Depth: 24.00000
Width: 59.75000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500

AMQSOLUTIO
Quote: 672312

Page 30 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
107 Tag For 07. Hoteling stations
CT/24/59.7500
234.00

58.97%
108 AMQCRSQB - Base- Square Leg 12 96.00 1,152.00
Height - Leg: 28.00000
Base Finish: Smooth Metallic 4799 - PLATINUM METALLIC

AMQSOLUTIO
Tag For 07. Hoteling stations
SL/28
664.00

56.41%
109 AMQDSPINTRO - Powerstrip Intro with Under Worksurface Power 3 289.44 868.32 Utility
Power Finish: Plastic - PG1 6009 - ARCTIC WHITE
Power Mount: C-Clamp
Power Configuration: 2 Power 1 USB A+C 20W
Utility Power: 2 Utility, 1 Female Plug, Tray
Power Cord: 6' Standard Cord
Plug: STANDARD NEMA 5-15 3-PRONG
PVC: With PVC

AMQSOLUTIO
147.00

56.41%
110 AMQDSTRAYLG - Universal Cable Management Kit, Large 3 64.08 192.24

AMQSOLUTIO
701.00

53.61%
111 PSPS - SARTO Screen; Desk mount-Privacy only 4 325.19 1,300.76 Size: Modular
Height: 35.50000
Width: 24.00000
Screen Type: Side Screen
Surface Finish: Buzz2 5G57 - ROUGE
Bracket Finish: Textured Paint 7360 - MERLE

STEELCASE
Tag For PS/36H/24W
892.00

53.61%
112 PSPS - SARTO Screen; Desk mount-Privacy only 3 413.80 1,241.40 Size: Modular
Height: 35.50000
Width: 60.00000
Screen Type: Rear Screen
Surface Finish: Buzz2 5G57 - ROUGE
Bracket Finish: Textured Paint 7360 - MERLE
Quote: 672312

Page 31 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
112 STEELCASE
Tag For PS/36H/60W

7.00 53.57%
113 PSCB - SARTO Screen; Alignment clip, Privacy 9 3.25 29.25 Bracket Finish: Textured Paint 7360 - MERLE

STEELCASE
Tag For Screen Brackets
Sub Total 5,133.50
SANTA FE SPRINGS, CITY OF 51.32
LOS ANGELES, COUNTY OF 179.67
CALIFORNIA, STATE OF 308.01
Total 5,672.50

07. Niche
2,599.00

58.97%
114 AMQCRL3H - Lateral-Three-High,File/File/File 1 1,066.26 1,066.26 Depth: 18.87500
Width: 30.00000
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC

AMQSOLUTIO
Tag For 07. Niche
LF/30/FFF
2,747.00

58.97%
115 AMQCRL3H - Lateral-Three-High,File/File/File 2 1,126.97 2,253.94 Depth: 18.87500
Width: 36.00000
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Quote: 672312

Page 32 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
115 Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC

AMQSOLUTIO
Tag For 07. Niche
LF/36/FFF
531.00

57.93%
116 EEAWST - Tackboards 2 223.39 446.78
Width: 51.00000
Height: 30.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Scallop: No Scallop
Application: No Service Mod

STEELCASE
Tag For 07. Niche
TB/51/30
Sub Total 3,766.98
SANTA FE SPRINGS, CITY OF 37.67
LOS ANGELES, COUNTY OF 131.84
CALIFORNIA, STATE OF 226.03
Total 4,162.52

07. WS Shared Storage
1,359.00

57.00%
117 CRSC - Service Cart, 22"D, 34 3/4"H 1 584.37 584.37 Width: 36.00000
Depth: 22.00000
Height: 34.75000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Pull: Ledge
Ledge Pull Finish: Smooth Metallic 4799 - PLATINUM

METALLIC
Keys: Key Plug
Quote: 672312

Page 33 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
117 Keys: Lock Finish: Key Plug Polished Chrome 9201 - POLISHED CHROME Caster: No Caster
Thickness - Worksurface: 1.12500

STEELCASE
Tag For WS-6/WS-7 Shared Storage
Cart/36
1,809.00

58.97%
118 AMQCRL2H - Lateral-Two-High,File/File 1 742.15 742.15 Depth: 24.00000
Width: 36.00000
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Drawer Configuration: File/File
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight

AMQSOLUTIO
Tag For 07. WS Shared Storage
LF/36/FF
1,089.00

58.97%
119 AMQCRLS2HD - Low Storage-Two-High, Cabinet 2 446.77 893.54 Depth: 24.00000
Width: 36.00000
Top: No Top
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Quote: 672312

Page 34 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
119 Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC Door: Double Door

AMQSOLUTIO
Tag For 07. WS Shared Storage
D/36
269.00

58.97%
120 AMQCRCT - Top- Common, Rectangular 1 110.36 110.36
Depth: 24.00000
Width: 71.75000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500

AMQSOLUTIO
Tag For 07. WS Shared Storage
CT/24/71.7500
Sub Total 2,330.42
SANTA FE SPRINGS, CITY OF 23.30
LOS ANGELES, COUNTY OF 81.56
CALIFORNIA, STATE OF 139.82
Total 2,575.10

08. PO1 Fire Chief
1,563.00

58.97%
121 AMQCRL2H - Lateral-Two-High,File/File 2 641.23 1,282.46 Depth: 24.00000
Width: 30.00000
Top: No Top
Drawer Configuration: File/File
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight

AMQSOLUTIO
Tag For 08. PO1 Fire Chief
LF/30/FF
Quote: 672312

Page 35 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
1,045.00

58.97%
122 AMQCRPD2HBBF - Pedestal-Two-High,Box/Box/File 1 428.72 428.72 Depth: 24.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight
Drawer Configuration: Box/Box/File
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME

AMQSOLUTIO
Tag For 08. PO1 Fire Chief
BBF/16
1,884.00

58.00%
123 APS3L3B - Activ 2.0 3-leg Base, 90/120 1 791.28 791.28 Depth: 30.00000
Leg: T-Leg
Caster or Glide: Glides
Base Finish: Paint F1 - Platinum

AMQSOLUTIO
Tag For 08. PO1 Fire Chief
AP3-30
664.00

61.54%
124 AMQDSPINTRO - Powerstrip Intro with Under Worksurface Power 1 255.38 255.38 Utility
Power Finish: Plastic - PG1 6009 - ARCTIC WHITE
Power Mount: C-Clamp
Power Configuration: 2 Power 1 USB A+C 20W
Utility Power: 2 Utility, 1 Female Plug, Tray
Power Cord: 6' Standard Cord
Plug: STANDARD NEMA 5-15 3-PRONG
PVC: With PVC

AMQSOLUTIO
Tag For 08. PO1 Fire Chief
PS/2P1AC20
147.00

61.54%
125 AMQDSTRAYLG - Universal Cable Management Kit, Large 1 56.54 56.54

AMQSOLUTIO
Tag For 08. PO1 Fire Chief
CT/30
Quote: 672312

Page 36 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
147.00

58.00%
126 X-FCMT - AMQ Activ Soft Cable Management with Zip Close Light 1 61.74 61.74 Grey

AMQSOLUTIO
Tag For 08. PO1 Fire Chief
CMT
118.00

57.00%
127 CRCT - Common Top, Worksurface 1 50.74 50.74
Depth: 22.00000
Width: 23.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For 08. PO1 Fire Chief
CT/22/23
292.00

57.00%
128 CRCT - Common Top, Worksurface 1 125.56 125.56
Depth: 24.00000
Width: 75.75000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For 08. PO1 Fire Chief
CT/24/75.75
361.00

57.00%
129 CRCT - Common Top, Worksurface 1 155.23 155.23
Depth: 30.00000
Width: 72.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For 08. PO1 Fire Chief
CT/30/70
1,519.00

57.00%
130 CRDSHLB - Desk - Bow Front, Shell 1 653.17 653.17
Size Option: Modular
Depth: 36.00000
Quote: 672312

Page 37 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
130 Width: 96.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Support - Right: Full Depth End Panel
Support - Left: Full Depth End Panel
Modesty Panel: Full
Grommet Location: No Grommet
Thickness - Worksurface: 1.12500

STEELCASE
Tag For 08. PO1 Fire Chief
36/96
921.00

57.94%
131 E6NM7218 - Panel-Modesty, 72W x 18H 1 387.37 387.37 BASIC: 2410 GRAPHITE WALNUT (HPL)
BRACKETS: *OPT:BRACKET OPTIONS
HANGING: HANGING BRACKET
BRACKET: BRACKET
STD PNT: *BRACKET:STANDARD PAINT
4799: PLATINUM METALLIC

STEELCASE
Tag For 08. PO1 Fire Chief
MP/60
531.00

57.93%
132 EEAWST - Tackboards 1 223.39 223.39
Width: 54.00000
Height: 30.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Scallop: No Scallop
Application: No Service Mod

STEELCASE
Tag For 08. PO1 Fire Chief
TB/50/36
671.00

57.93%
133 EEAWST - Tackboards 1 282.29 282.29
Width: 76.00000
Height: 30.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Scallop: No Scallop
Application: No Service Mod
Quote: 672312

Page 38 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
133 STEELCASE
Tag For 08. PO1 Fire Chief
TB/76/36
Sub Total 4,753.87
SANTA FE SPRINGS, CITY OF 47.53
LOS ANGELES, COUNTY OF 166.40
CALIFORNIA, STATE OF 285.21
Total 5,253.01

09. Fire Fighters Low Storage Area
1,644.00

58.97%
134 AMQCRL2H - Lateral-Two-High,File/File 2 674.46 1,348.92 Depth: 24.00000
Width: 36.00000
Top: No Top
Drawer Configuration: File/File
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight

AMQSOLUTIO
Tag For 09. Fire Fighters Low Storage Area
LF/36/FF
1,089.00

58.97%
135 AMQCRLS2HD - Low Storage-Two-High, Cabinet 1 446.77 446.77 Depth: 24.00000
Width: 36.00000
Top: No Top
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Quote: 672312

Page 39 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
135 Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC Door: Double Door

AMQSOLUTIO
Tag For 09. Fire Fighters Low Storage Area
D/36
669.00

57.00%
136 CRCT - Common Top, Worksurface 1 287.67 287.67
Depth: 24.00000
Width: 107.56250
Top Surface Finish: Solid HPL 2730 - ARCTIC WHITE
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For 09. Fire Fighters Low Storage Area
CT/24/108
Sub Total 2,083.36
SANTA FE SPRINGS, CITY OF 20.84
LOS ANGELES, COUNTY OF 72.92
CALIFORNIA, STATE OF 125.01
Total 2,302.13

09. Fire Fighters Mail & Alcoves
2,164.00

58.97%
137 AMQCRCD2HFSCC - Credenza Two High Full Storage, 1 887.79 887.79 Cabinet/Cabinet
Depth: 24.00000
Width: 72.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Storage: Cabinet/Cabinet
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Application: Full
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Quote: 672312

Page 40 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
137 Thickness - Worksurface: 1.12500

AMQSOLUTIO
Tag For 09. Fire Fighters Mail & Alcoves
24/72
1,736.00

51.92%
138 SS-MAIL-3636-A1 - BOOKCASE HUTCH WITH MAIL SLOTS 2 834.62 1,669.24 15"D X 36"W X 36"H
1-1/8" top and shelves; 3/4" end panels. PVC Edge
Finish: TFL Glacier

DESKMAKERS
Tag For Mail Sorter
1,359.00

57.00%
139 CRSC - Service Cart, 22"D, 34 3/4"H 2 584.37 1,168.74 Width: 36.00000
Depth: 22.00000
Height: 34.75000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Pull: Ledge
Ledge Pull Finish: Smooth Metallic 4799 - PLATINUM

METALLIC
Keys: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Caster: No Caster
Thickness - Worksurface: 1.12500

STEELCASE
Tag For 09. Fire Fighters Mail & Alcoves
Cart/36
Sub Total 3,725.77
SANTA FE SPRINGS, CITY OF 37.26
LOS ANGELES, COUNTY OF 130.41
CALIFORNIA, STATE OF 223.54
Total 4,116.98

09. Fire Fighters Study - Desks
1,354.00

57.00%
140 CRDSKEL - Desk - Extended Curved Corner, Left Hand 1 582.22 582.22 Depth - Left: 24.00000
Depth - Right: 24.00000
Quote: 672312

Page 41 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
140 Width - Right: 48.00000
Width - Left: 66.00000
Support - Right: Clear-Access End Panel
Support - Left: Full Depth End Panel
Modesty Panel: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Grommet: With Grommet
Thickness - Worksurface: 1.12500

STEELCASE
Tag For 09. Fire Fighters Study - Desks
66/48
1,354.00

57.00%
141 CRDSKER - Desk - Extended Curved Corner, Right Hand 1 582.22 582.22 Depth - Left: 24.00000
Depth - Right: 24.00000
Width - Right: 66.00000
Width - Left: 48.00000
Support - Right: Full Depth End Panel
Support - Left: Clear-Access End Panel
Modesty Panel: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Grommet: With Grommet
Thickness - Worksurface: 1.12500

STEELCASE
Tag For 09. Fire Fighters Study - Desks
48/66
918.00

57.00%
142 CRPDSHL2HBBF - Pedestal- For Use With 2 394.74 789.48 Shells,2-High,Box/Box/File
Application: Currency Ext Curved Crnr Shell
Size Option: Modular
Application Depth: 24.00000
Depth: 23.09449
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Quote: 672312

Page 42 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
142 Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT (LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Keys: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: No Counterweight

STEELCASE
Tag For 09. Fire Fighters Study - Desks
BBF/24
456.00

57.00%
143 CRBRG - Bridge 1 196.08 196.08
Size Option: Modular
Depth: 24.00000
Width: 36.00000
Modesty Panel: Full
Thickness - Worksurface: 1.12500
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Grommet Location: No Grommet

STEELCASE
Tag For 09. Fire Fighters Study - Desks
24/36
697.00

57.00%
144 CRDSHL - Desk- Shell 1 299.71 299.71
Size Option: Modular
Depth: 24.00000
Width: 42.00000
Thickness - Worksurface: 1.12500
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Support - Right: Full Depth End Panel
Support - Left: Full Depth End Panel
Modesty Panel: Full
Grommet Location: No Grommet

STEELCASE
Quote: 672312

Page 43 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
144 Tag For 09. Fire Fighters Study - Desks
24/42
Sub Total 2,449.71
SANTA FE SPRINGS, CITY OF 24.49
LOS ANGELES, COUNTY OF 85.73
CALIFORNIA, STATE OF 146.97
Total 2,706.90

10. Station Captains
1,385.00

58.00%
145 APS2 - Activ2.0Desk, Stage 2 2 581.70 1,163.40
Width: 72.00000
Depth: 30.00000
Leg: T-Leg
Caster or Glide: Glides
Worksurface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Base Finish: Paint F1 - Platinum

AMQSOLUTIO
Tag For 10. Station Captains
30/72/-2S-T
522.00

58.98%
146 AMQCRMP - Panel- Modesty,13.75"H 2 214.15 428.30
Width: 60.00000
Modesty Panel Finish: Woodgrain LPL 24L0 - GRAPHITE

WALNUT (LPL)

AMQSOLUTIO
Tag For MP/60
Station Captains
147.00

61.54%
147 AMQDSTRAYLG - Universal Cable Management Kit, Large 2 56.54 113.08

AMQSOLUTIO
Tag For 10. Station Captains
CT/30
664.00

61.54%
148 AMQDSPINTRO - Powerstrip Intro with Under Worksurface Power 2 255.38 510.76 Utility
Power Finish: Plastic - PG1 6009 - ARCTIC WHITE
Power Mount: C-Clamp
Power Configuration: 2 Power 1 USB A+C 20W
Utility Power: 2 Utility, 1 Female Plug, Tray
Power Cord: 6' Standard Cord
Plug: STANDARD NEMA 5-15 3-PRONG
PVC: With PVC

AMQSOLUTIO
Quote: 672312

Page 44 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
148 Tag For 10. Station Captains
PS/2P1AC20
147.00

58.00%
149 X-FCMT - AMQ Activ Soft Cable Management with Zip Close Light 2 61.74 123.48 Grey

AMQSOLUTIO
Tag For Station Captains
826.00

57.00%
150 CRDSHL - Desk- Shell 1 355.18 355.18
Size Option: Modular
Depth: 24.00000
Width: 72.00000
Thickness - Worksurface: 1.12500
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Support - Right: Clear-Access End Panel
Support - Left: Full Depth End Panel
Modesty Panel: Full
Grommet Location: No Grommet

STEELCASE
Tag For 10. Station Captains
24/72-CR
826.00

57.00%
151 CRDSHL - Desk- Shell 1 355.18 355.18
Size Option: Modular
Depth: 24.00000
Width: 72.00000
Thickness - Worksurface: 1.12500
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Support - Right: Full Depth End Panel
Support - Left: Clear-Access End Panel
Modesty Panel: Full
Grommet Location: No Grommet

STEELCASE
Tag For 10. Station Captains
24/72-CL
Quote: 672312

Page 45 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
220.00

57.00%
152 CRCT - Common Top, Worksurface 2 94.60 189.20
Depth: 24.00000
Width: 55.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For 10. Station Captains
CT/24/55

40.00 63.03%
153 UFB - Bracket-Flush mount 2 14.79 29.58

STEELCASE
Tag For 10. Station Captains
1,563.00

58.97%
154 AMQCRL2H - Lateral-Two-High,File/File 2 641.23 1,282.46 Depth: 24.00000
Width: 30.00000
Top: No Top
Drawer Configuration: File/File
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight

AMQSOLUTIO
Tag For 10. Station Captains
LF/30/FF
1,721.00

58.97%
155 AMQCRL2H - Lateral-Two-High,File/File 1 706.05 706.05 Depth: 24.00000
Width: 30.00000
Top: With Top
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Quote: 672312

Page 46 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
155 Drawer Configuration: File/File
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight

AMQSOLUTIO
Tag For 10. Station Captains
LF/30/FF-Top
904.00

58.97%
156 AMQCRMP15H - Pedestal-1.5-High,Box/File, Mobile 3 370.87 1,112.61 Depth: 22.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Woodgrain LPL 24L0 - GRAPHITE

WALNUT (LPL)
Edge Finish: Plastic - PG1 6231 - GRAPHITE WALNUT
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME

AMQSOLUTIO
Tag For 10. Station Captains
BF/22
1,584.00

58.97%
157 AMQCROHHD - 15" H Overhead - Hinged Doors 2 649.85 1,299.70 Width: 72.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Storage: Personal
Door: Hinged Doors
Attachment Bracket: Wall Mount Brackets
Key: Key Plug
Quote: 672312

Page 47 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
157 Lock Finish: Polished Chrome 9201 - POLISHED CHROME

AMQSOLUTIO
Tag For 10. Station Captains
OH/72/15
730.00

58.97%
158 UBLIGHT44 - 44" Stand Alone or Daisy Chain Starter Light 2 299.49 598.98 Light Finish: Smooth Paint PG2 0835 - Black
Occupancy Sensor: No Occupancy Sensor
Output: STANDARD OUTPUT

AMQSOLUTIO
Tag For 10. Station Captains
UB/44
621.00

57.00%
159 CRTBWM - Tackboard, Wallmount 2 267.03 534.06
Size Option: Parametric
Height: 24.00000
Width: 72.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Fabric Direction: Horizontal

STEELCASE
Tag For 10. Station Captains
TB/72/24
Sub Total 8,802.02
SANTA FE SPRINGS, CITY OF 88.01
LOS ANGELES, COUNTY OF 308.09
CALIFORNIA, STATE OF 528.11
Total 9,726.23

11. Battalion Chief
1,884.00

58.00%
160 APS3L3B - Activ 2.0 3-leg Base, 90/120 1 791.28 791.28 Depth: 30.00000
Leg: T-Leg
Caster or Glide: Glides
Base Finish: Paint F1 - Platinum

AMQSOLUTIO
Tag For 11. Battalion Chief
30/72
173.00

57.00%
161 CRCT - Common Top, Worksurface 1 74.39 74.39
Depth: 24.00000
Width: 42.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Quote: 672312

Page 48 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
161 Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For Battalion Chief
24/42
361.00

57.00%
162 CRCT - Common Top, Worksurface 1 155.23 155.23
Depth: 30.00000
Width: 72.00000
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For Battalion Chief
30/72
522.00

58.98%
163 AMQCRMP - Panel- Modesty,13.75"H 1 214.15 214.15
Width: 60.00000
Modesty Panel Finish: Woodgrain LPL 24L0 - GRAPHITE

WALNUT (LPL)

AMQSOLUTIO
Tag For MP/60
Battalion Chief
664.00

61.54%
164 AMQDSPINTRO - Powerstrip Intro with Under Worksurface Power 1 255.38 255.38 Utility
Power Finish: Plastic - PG1 6009 - ARCTIC WHITE
Power Mount: C-Clamp
Power Configuration: 2 Power 1 USB A+C 20W
Utility Power: 2 Utility, 1 Female Plug, Tray
Power Cord: 6' Standard Cord
Plug: STANDARD NEMA 5-15 3-PRONG
PVC: With PVC

AMQSOLUTIO
Tag For 11. Battalion Chief
PS/2P1AC20
147.00

61.54%
165 AMQDSTRAYLG - Universal Cable Management Kit, Large 1 56.54 56.54

AMQSOLUTIO
Tag For 11. Battalion Chief
CT/30
Quote: 672312

Page 49 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
147.00

58.00%
166 X-FCMT - AMQ Activ Soft Cable Management with Zip Close Light 1 61.74 61.74 Grey

AMQSOLUTIO
Tag For Battalion Chief
775.00

57.00%
167 CRDSHL - Desk- Shell 1 333.25 333.25
Size Option: Parametric
Depth: 25.00000
Width: 45.00000
Thickness - Worksurface: 1.12500
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Support - Right: Full Depth End Panel
Support - Left: Clear-Access End Panel
Modesty Panel: Full
Grommet Location: No Grommet

STEELCASE
Tag For 11. Battalion Chief
25/45
434.00

57.00%
168 CRCT - Common Top, Worksurface 2 186.62 373.24
Depth: 24.00000
Width: 89.56250
Top Surface Finish: Solid LPL 2L30 - ARCTIC WHITE LPL
Edge Finish: Plastic - PG1 6009 - ARCTIC WHITE
Thickness - Worksurface: 1.12500
Grommet Location: No Grommet

STEELCASE
Tag For 11. Battalion Chief
CT/24/90
1,563.00

58.97%
169 AMQCRL2H - Lateral-Two-High,File/File 6 641.23 3,847.38 Depth: 24.00000
Width: 30.00000
Top: No Top
Drawer Configuration: File/File
Application: Full
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
Quote: 672312

Page 50 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
169 (LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Key: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight

AMQSOLUTIO
Tag For 11. Battalion Chief
LF/30/FF
904.00

58.97%
170 AMQCRMP15H - Pedestal-1.5-High,Box/File, Mobile 1 370.87 370.87 Depth: 22.00000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Top Surface Finish: Woodgrain LPL 24L0 - GRAPHITE

WALNUT (LPL)
Edge Finish: Plastic - PG1 6231 - GRAPHITE WALNUT
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC
Counterweight: With Counterweight
Key: Key Plug
Lock Finish: Polished Chrome 9201 - POLISHED CHROME

AMQSOLUTIO
Tag For 11. Battalion Chief
BF/22
513.00

57.93%
171 EEAWST - Tackboards 1 215.82 215.82
Width: 45.00000
Height: 30.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Scallop: No Scallop
Application: No Service Mod

STEELCASE
Tag For 11. Battalion Chief
TB/45/30
671.00

57.93%
172 EEAWST - Tackboards 1 282.29 282.29
Width: 73.00000
Height: 30.00000
Tackboard Finish: Buzz2 5G57 - ROUGE
Quote: 672312

Page 51 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
172 Scallop: No Scallop
Application: No Service Mod

STEELCASE
Tag For 11. Battalion Chief
TB/73/30
2,776.00

57.00%
173 CRCLF - Combination Cabinet - Lateral Drawers 3 1,193.68 3,581.04 Size Option: Modular
Depth: 24.00000
Width: 30.00000
Height: 66.50000
Case Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Headset Finish: Woodgrain LPL 24L0 - GRAPHITE WALNUT
(LPL)
Lock Finish: Polished Chrome 9201 - POLISHED CHROME
Keys: Key Plug
Pull: Ledge
Pull Finish: Smooth Metallic 4799 - PLATINUM METALLIC

STEELCASE
Tag For 11. Battalion Chief
CC/30/66.5H
Sub Total 10,612.60
SANTA FE SPRINGS, CITY OF 106.11
LOS ANGELES, COUNTY OF 371.43
CALIFORNIA, STATE OF 636.74
Total 11,726.88
Task Chairs
750.00

58.00%
174 PPCHAIR - Personality Plus Task 17 315.00 5,355.00
Seat Finish: Buzz2 5F17 - BLACK
Frame: Black Frame, Black Back
Backrest: Black Mesh
Caster or Glide: Hard Castors
Headrest: No Headrest
Armrest: 4-D Arm
Base: F3:Black Base
Packaging: Knocked Down

AMQSOLUTIO
Tag For Task Chair
Quote: 672312

Page 52 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
174 Qty Description
11 WS-1 to WS-10
3 Fire Fighter's Study
3 Hotel Stations
Sub Total 5,355.00
SANTA FE SPRINGS, CITY OF 53.55
LOS ANGELES, COUNTY OF 187.43
CALIFORNIA, STATE OF 321.30
Total 5,917.28
Dual Monitor Arms
769.00

61.54%
175 AMQCFINTRODSLIDE - CF Series Intro Dual Assembly with 17 295.77 5,028.09 Universal Slider Bar Tilt Heads
Arm Finish: Textured Paint 7018 - PEWTER
Bracket: CF Through Mount Dual Bracket

AMQSOLUTIO
Tag For Dual Monitor Arm
Qty Description
1 WS-1 Admin
3 PO-1, PO-2, PO-3
10 WS-2 - WS-10
2 Station Captains
1 Battalion Cheif
Sub Total 5,028.09
SANTA FE SPRINGS, CITY OF 50.28
LOS ANGELES, COUNTY OF 175.98
CALIFORNIA, STATE OF 301.69
Total 5,556.04
Guest Chairs
612.00

54.30%
176 490412U - Move; Chair, Upholstered back, Arms, Glides 8 279.68 2,237.44 FRAME: 0835 BLACK
SHELL: 6205 BLACK
UPHLSTRY: 5F17 BLACK
GLIDES: *OPT:GLIDES
HARD GLD: STD:HARD GLIDES

STEELCASE
Tag For Move Chairs
Qty Description
Quote: 672312

Page 53 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
176 2 PO-2
2 PO-3
2 Station Captain
2 Battalion Chief
Sub Total 2,237.44
SANTA FE SPRINGS, CITY OF 22.37
LOS ANGELES, COUNTY OF 78.30
CALIFORNIA, STATE OF 134.25
Total 2,472.36

0.00 0.00%
177 LOCK9201FR - Lock Cylinder-FR Series, Polished Chrome 53 N/C N/C LOCK: 9201 POLISHED CHROME
KEYS: SK SPEC
3-FR400 PO1
3-FR401 WS1
3-FR402 PO2
3-FR403 PO3
1-FR404 WS2
2-FR405 WS3
2-FR406 WS4
11-FR407 WS2 - WS4 SHARED STORAGE
1-FR408 WS6
2-FR409 BUFFET CREDENZA NEAR WS6
3-FR410 LOW STORAGE NEAR HOTEL
3-FR411 WS7
3-FR412 WS8
3-FR413 WS9
3-FR414 WS10
3-FR415 NICHE
2-FR416 WS-5A
2-FR417 WS-5B

STEELCASE

0.00 0.00%
178 LOCK9201FR - Lock Cylinder-FR Series, Polished Chrome 32 N/C N/C LOCK: 9201 POLISHED CHROME
KEYS: SK SPEC
3-FR418 Fire Fighters Low Storage
4-FR419 Fire Fighters Alcove & Mail
2-FR420 Fire Fighters Desks
2-FR421 Station Captains LF + BF
2-FR422 Station Captains LF + BF
2-FR423 Station Captains LF + BF
4-FR424 Station Captains Overheads
4-FR425 Battalion Chief LF + LF + CC
4-FR426 Battalion Chief LF + LF + CC
4-FR427 Battalion Chief LF + LF + CC
1-FR428 Battalion Chief BBF
Quote: 672312

Page 54 ends

Quantity Unit Price Extended Price
Sell/List/Disc
Description
178 STEELCASE

0.00 0.00%
179 FEE - Freight 1 347.14 347.14

DESKMAKERS

0.00 0.00%
Fee to receive direct to site, off-load stage and install. 1 Work peformed during normal business hours.

Prevailing Wage Labor
Stair carry not included.

Area to be free and clear at time of installation. (FEE) 180 26,085.00 26,085.00

0.00 0.00%
Fee to tear down existing (26) workstations, (4) private offices and (2) 1 reception stations.

Prevailing Wage
Normal business hours.

Stair carry not included.

Area to be free at clear at time of removal.
(FEE)
194 13,180.00 13,180.00
Quotation Totals
Sub Total 158,476.57
SANTA FE SPRINGS, CITY OF 1,584.73
LOS ANGELES, COUNTY OF 5,546.77
CALIFORNIA, STATE OF 9,508.52
Grand Total 175,116.59
End of Quotation
Your Sales Representative
Sam Weaver
[email protected]
Agreement Number: Q-1897320
Revision: 4
Date: 10/30/2024
Expiration Date: 11/16/2024
Master Lease Order
Lessee:0010438800

CITY OF SANTA FE SPRINGS
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670
Contact:

Dana Arias
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670, US
Phone: 562-409-7530
Email: [email protected]
Ship To Address:
11300 Greenstone Ave
Santa Fe Springs, CA 90670, US
Estimated Delivery Date :12/30/2024
Rental Pricing Per Billing Cycle Quantity Price Extended 64x24 Modular (60x24 Box) 1 $ 3,575.00 $ 3,575.00
Basic Office Package 13 $ 50.00 $ 650.00
Personal Property Expense 1 $ 175.00 $ 175.00
Restroom - ADA/IBC 1 $ 125.00 $ 125.00
Loss Damage Waiver (11/12) 2 $ 175.00 $ 350.00
General Liability Insurance 1 $ 30.00 $ 30.00
Basic Entrance Package - Steps 1 $ 100.00 $ 100.00
ADA/IBC Switchback Ramp - 36ft & Larger w/Steps 1 $ 800.00 $ 800.00 Minimum Lease Billing Period: 2 Total Recurring Building Charges: $ 3,575.00 Billing Cycle : 28 days Subtotal of Other Recurring Charges: $ 2,230.00 Total Recurring Charges Per Billing Cycle: $ 5,805.00
Total Recurring Charges Per Billing Cycle Including Estimated Taxes: $ 6,414.54 Estimated Delivery And Installation
Essentials Delivery Charge 1 $ 0.00 $ 0.00
License fee 1 $ 1.00 $ 1.00
Prev Wage Complex Setup and Anchor 1 $ 7,500.00 $ 7,500.00 Prev Wage Complex Skirting Removal 1 $ 1,400.00 $ 1,400.00 Prev Wage Complex Wood Skirting 1 $ 5,300.00 $ 5,300.00 Prev Wage Complex Knockdown 1 $ 4,800.00 $ 4,800.00
Delivery $ 1,700.00
Setup $ 1,700.00
Knockdown - estimated $ 1,700.00
Return - estimated $ 1,600.00
Total Delivery and Installation Charges: $ 25,701.00
Total Delivery and Installation Charges Including Estimated Taxes: $ 28,399.60 Estimated Final Return Charges*
Return - estimated $ 100.00
Due On Final Invoice*: $ 100.00
Due On Final Invoice Including Estimated Taxes*: $ 110.50 Total Including Recurring Billing Charges, Delivery, Installation and Return**: $ 37,411.00 Total Including Recurring Billing Charges, Delivery, Installation and Return Including Estimated Taxes**: $ 41,339.18 Summary of Charges
Model: 64x24 Modular (60x24 Box) Quantity: 1 Total Charges for (1) Building(s): $ 37,411.00 Total Charges for (1) Building(s) Including Estimated Tax: $ 41,339.18 Williams Scotsman, Inc. 4646 East Van Buren St, Suite 400, Phoenix, AZ 85005 1-800-782-1500

Page 1 of 6 ends

ATTACHMENT C
Your Sales Representative
Sam Weaver
[email protected]
Agreement Number: Q-1897320
Revision: 4
Date: 10/30/2024
Expiration Date: 11/16/2024
Master Lease Order
Lessee:0010438800

CITY OF SANTA FE SPRINGS
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670
Contact:

Dana Arias
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670, US
Phone: 562-409-7530
Email: [email protected]
Ship To Address:
11300 Greenstone Ave
Santa Fe Springs, CA 90670, US
Estimated Delivery Date :12/30/2024
Rental Pricing Per Billing Cycle Quantity Price Extended 20' CONTAINER 1 $ 151.00 $ 151.00
Container Ramp 2-Panel - 66L x 39W 1 $ 60.00 $ 60.00
Personal Property Expense 1 $ 5.00 $ 5.00
Loss Damage Waiver 1 $ 16.00 $ 16.00
CONTENTS INSURANCE - $5K TIER 1 $ 30.00 $ 30.00
Minimum Lease Billing Period: 2 Total Recurring Building Charges: $ 151.00 Billing Cycle : 28 days Subtotal of Other Recurring Charges: $ 111.00 Total Recurring Charges Per Billing Cycle: $ 262.00
Total Recurring Charges Per Billing Cycle Including Estimated Taxes: $ 289.52 Estimated Delivery And Installation
Essentials Delivery Charge 1 $ 0.00 $ 0.00
Delivery $ 175.00
Return - estimated $ 175.00
Total Delivery and Installation Charges: $ 350.00
Total Delivery and Installation Charges Including Estimated Taxes: $ 386.74 Estimated Final Return Charges*
Due On Final Invoice*: $ 0.00
Due On Final Invoice Including Estimated Taxes*: $ 0.00 Total Including Recurring Billing Charges, Delivery, Installation and Return**: $ 874.00 Total Including Recurring Billing Charges, Delivery, Installation and Return Including Estimated Taxes**: $ 965.78 Summary of Charges
Model: 20' CONTAINER Quantity: 1 Total Charges for (1) Building(s): $ 874.00 Total Charges for (1) Building(s) Including Estimated Tax: $ 965.78 Williams Scotsman, Inc. 4646 East Van Buren St, Suite 400, Phoenix, AZ 85005 1-800-782-1500

Page 2 of 6 ends

Your Sales Representative
Sam Weaver
[email protected]
Agreement Number: Q-1897320
Revision: 4
Date: 10/30/2024
Expiration Date: 11/16/2024
Master Lease Order
Lessee:0010438800

CITY OF SANTA FE SPRINGS
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670
Contact:

Dana Arias
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670, US
Phone: 562-409-7530
Email: [email protected]
Ship To Address:
11300 Greenstone Ave
Santa Fe Springs, CA 90670, US
Estimated Delivery Date :12/30/2024
Rental Pricing Per Billing Cycle Quantity Price Extended MS HOLDING TANK - 1X WKLY SVC 1 $ 580.00 $ 580.00
Minimum Lease Billing Period: 2 Total Recurring Building Charges: $ 0.00 Billing Cycle : 28 days Subtotal of Other Recurring Charges: $ 580.00 Total Recurring Charges Per Billing Cycle: $ 580.00
Total Recurring Charges Per Billing Cycle Including Estimated Taxes: $ 640.90 Estimated Delivery And Installation
MS SANITATION DELIVERY 1 $ 100.00 $ 100.00
MS HOLDING TANK INSTALLATION 1 $ 250.00 $ 250.00
Total Delivery and Installation Charges: $ 350.00
Total Delivery and Installation Charges Including Estimated Taxes: $ 386.75 Estimated Final Return Charges*
MS SANITATION PICKUP 1 $ 100.00 $ 100.00
Due On Final Invoice*: $ 100.00
Due On Final Invoice Including Estimated Taxes*: $ 110.50 Total Including Recurring Billing Charges, Delivery, Installation and Return**: $ 1,610.00 Total Including Recurring Billing Charges, Delivery, Installation and Return Including Estimated Taxes**: $ 1,779.05 Summary of Charges
Model: MS HOLDING TANK - 1X WKLY SVC Quantity: 2 Total Charges for (2) Building(s): $ 3,220.00 Total Charges for (2) Building(s) Including Estimated Tax: $ 3,558.10 Williams Scotsman, Inc. 4646 East Van Buren St, Suite 400, Phoenix, AZ 85005 1-800-782-1500

Page 3 of 6 ends

Your Sales Representative
Sam Weaver
[email protected]
Agreement Number: Q-1897320
Revision: 4
Date: 10/30/2024
Expiration Date: 11/16/2024
Master Lease Order
Lessee:0010438800

CITY OF SANTA FE SPRINGS
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670
Contact:

Dana Arias
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670, US
Phone: 562-409-7530
Email: [email protected]
Ship To Address:
11300 Greenstone Ave
Santa Fe Springs, CA 90670, US
Estimated Delivery Date :12/30/2024
Rental Pricing Per Billing Cycle Quantity Price Extended MS WATER TANK - 1X WKLY SVC 1 $ 1,050.00 $ 1,050.00
Minimum Lease Billing Period: 2 Total Recurring Building Charges: $ 0.00 Billing Cycle : 28 days Subtotal of Other Recurring Charges: $ 1,050.00 Total Recurring Charges Per Billing Cycle: $ 1,050.00
Total Recurring Charges Per Billing Cycle Including Estimated Taxes: $ 1,160.25 Estimated Delivery And Installation
MS SANITATION DELIVERY 1 $ 100.00 $ 100.00
MS WATER TANK INSTALLATION 1 $ 250.00 $ 250.00
Total Delivery and Installation Charges: $ 350.00
Total Delivery and Installation Charges Including Estimated Taxes: $ 386.75 Estimated Final Return Charges*
MS SANITATION PICKUP 1 $ 100.00 $ 100.00
Due On Final Invoice*: $ 100.00
Due On Final Invoice Including Estimated Taxes*: $ 110.50 Total Including Recurring Billing Charges, Delivery, Installation and Return**: $ 2,550.00 Total Including Recurring Billing Charges, Delivery, Installation and Return Including Estimated Taxes**: $ 2,817.75 Summary of Charges
Model: MS WATER TANK - 1X WKLY SVC Quantity: 2 Total Charges for (2) Building(s): $ 5,100.00 Total Charges for (2) Building(s) Including Estimated Tax: $ 5,635.50 Williams Scotsman, Inc. 4646 East Van Buren St, Suite 400, Phoenix, AZ 85005 1-800-782-1500

Page 4 of 6 ends

Your Sales Representative
Sam Weaver
[email protected]
Agreement Number: Q-1897320
Revision: 4
Date: 10/30/2024
Expiration Date: 11/16/2024
Master Lease Order
Lessee:0010438800

CITY OF SANTA FE SPRINGS
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670
Contact:

Dana Arias
11710 TELEGRAPH RD
SANTA FE SPRINGS, CA 90670, US
Phone: 562-409-7530
Email: [email protected]
Ship To Address:
11300 Greenstone Ave
Santa Fe Springs, CA 90670, US
Estimated Delivery Date :12/30/2024
Rental Pricing Per Billing Cycle Quantity Price Extended 36x10 Mobile Office or Similar 1 $ 700.00 $ 700.00
Basic Office Package 4 $ 50.00 $ 200.00
Personal Property Expense 1 $ 35.00 $ 35.00
Restroom - Standard 1 $ 75.00 $ 75.00
Loss Damage Waiver (9/10) 1 $ 109.00 $ 109.00
General Liability Insurance 1 $ 18.00 $ 18.00
Basic Entrance Package - Steps 1 $ 75.00 $ 75.00
Window/Door Security Bundle - 30-40ft 1 $ 50.00 $ 50.00 Data Hub - Rental 1 $ 25.00 $ 25.00
Minimum Lease Billing Period: 2 Total Recurring Building Charges: $ 700.00 Billing Cycle : 28 days Subtotal of Other Recurring Charges: $ 587.00 Total Recurring Charges Per Billing Cycle: $ 1,287.00
Total Recurring Charges Per Billing Cycle Including Estimated Taxes: $ 1,422.16 Estimated Delivery And Installation
Essentials Delivery Charge 1 $ 100.00 $ 100.00
Prev Wage Setup and Anchor 1 $ 2,500.00 $ 2,500.00
Prev Wage Knockdown 1 $ 700.00 $ 700.00
License fee 1 $ 1.00 $ 1.00
Delivery $ 775.00
Return - estimated $ 600.00
Total Delivery and Installation Charges: $ 4,676.00
Total Delivery and Installation Charges Including Estimated Taxes: $ 5,166.97 Estimated Final Return Charges*
Return - estimated $ 100.00
Due On Final Invoice*: $ 100.00
Due On Final Invoice Including Estimated Taxes*: $ 110.50 Total Including Recurring Billing Charges, Delivery, Installation and Return**: $ 7,350.00 Total Including Recurring Billing Charges, Delivery, Installation and Return Including Estimated Taxes**: $ 8,121.79 Summary of Charges
Model: 36x10 Mobile Office or Similar Quantity: 1 Total Charges for (1) Building(s): $ 7,350.00 Total Charges for (1) Building(s) Including Estimated Tax: $ 8,121.79 Williams Scotsman, Inc. 4646 East Van Buren St, Suite 400, Phoenix, AZ 85005 1-800-782-1500

Page 5 of 6 ends

Your Sales Representative
Sam Weaver
[email protected]
Agreement Number: Q-1897320
Revision: 4
Date: 10/30/2024
Expiration Date: 11/16/2024
Billing & Payment Terms

1. Lessor reserves the right to request Payment in advance of the Delivery Date, and Lessee may be required to make payment in advance to secure its performance of this Lease. Advance payments may include initial, final and/or recurring charges and will be applied to applicable invoices. Lessor reserves the right to charge an administrative fee for special billing requests.

2. Invoices will be generated on a 28 Day Billing Cycle, in advance, with payment due no later than Net 10 Days after invoice issuance.

3. AMOUNTS UNPAID WHEN DUE SHALL BE CHARGED INTEREST OF UP TO 1½% PER BILLING CYCLE OF THE UNPAID AMOUNT FOR THE PERIOD UNPAID , AND AN ADMINISTRATIVE CHARGE PER BILLING CYCLE THE INVOICE REMAINS UNPAID.

4. Initial Invoice Charges may include first and last Billing Cycle charges, delivery and installation charges, estimated charges for pick-up, teardown and Equipment removal, as well as any fuel surcharges. Final charges for pick-up, teardown and Equipment removal will be finalized at the time of pick-up based on existing site conditions. Upon the expiration of the Minimum Lease Term, the Lessor may make changes to the Lease rate, pick-up, teardown, removal, fuel surcharges and/or other charges.

5. The Initial Invoice will be issued on the earlier of the confirmation date or Delivery Date. In the event Lessee requests a delay to the delivery, as agreed to in the Confirmation, the Initial Invoice will be issued solely for the Equipment lease charges and a Storage Fee equal to 50% of the Lease, and all remaining Initial Invoice Charges will be invoiced on the Delivery Date. Lessee agrees that upon Termination prior to the Minimum Lease Term, Lessee shall pay the remaining payments for the unfulfilled Minimum Lease Term, and any applicable charges related to the Equipment, plus all return charges.

Optional Insurance and Optional Coverage
General Liability Insurance
If (a.) quoted on the pricing page(s) or (b.) initialed in the optional section of the pricing page(s), Customer elects to participate in the General Liability Insurance Program, whereby Lessee will receive insurance coverage through American Southern Insurance Company ("Insurer") and administered by Allen Insurance Group ("Agent"). The Lessee acknowledges and agrees that the policy issued by the Insurer is a third party liability policy that covers those amounts, subject to policy exclusions, that Lessee is legally obligated to pay due to bodily injury and property damage arising from the use and occupancy of Equipment leased from Lessor up to the policy limits. Coverage is subject to underwriting and specific terms and conditions and exclusions set forth in the policy. An outline of coverage is available upon request.

Loss Damage
If (a.) quoted on the pricing page(s) or (b.) initialed in the optional section of the pricing page(s), Lessee elects to participate in the Loss Damage Waiver Program. Lessee understands and agrees that under this program and subject to any exclusions, the Lessor waives, for a fee, Lessee's obligation to carry Commercial Property Insurance and Lessee's liability for repair or replacement of the Equipment leased from Lessor resulting in loss or damage.

Please refer to the LOSS DAMAGE WAIVER PROGRAM ADDENDUM for specific details on coverage, exclusions and restrictions on coverage. The Loss Damage Waiver is not and shall not constitute a contract for insurance.

Contents Insurance
If (a.) quoted on the pricing page(s) or (b.) initialed in the optional section of the pricing page(s), Lessee elects to participate in the Contents Insurance Coverage Program, whereby Lessee will receive insurance coverage through Airpark Insurance ("Insurer") and administered by Falvey Insurance Group, Ltd. ("Falvey")) as Managing General Agent of those Interested Underwriters at Lloyd’s, London ("Agent"). The Lessee acknowledges and agrees that the policy issued by the Insurer is a third party property policy that, subject to policy exclusions, provides comprehensive contents coverage and adds an additional layer of protection for the stored contents up to the selected limit of coverage. Coverage is subject to underwriting and specific terms and conditions and exclusions set forth in the policy. An outline of coverage is available upon request.

Terms & Conditions
Lessee hereby acknowledges and agrees to be bound by the Master Equipment Lease Agreement dated [1/16/2024] between the Lessee and Lessor in its entirety, which is incorporated herein by reference, and Lessee agrees to Lease the Equipment from Lessor subject to the terms therein.

Acceptance and Authority
Lessee represents and warrants they have the authority to agree to the terms and conditions stated in this Agreement by (1) signing this document, (2) executing an Order that references this Agreement, (3) taking delivery of the Equipment, or (4) other commercially acceptable means methods and, by doing so, this Agreement shall become legally binding. Lessor will consider the Order rejected if changes have been made to the Order by Lessee.

Lessee: CITY OF SANTA FE SPRINGS
Signature: \s1\ Date: \d1\
Print Name: \n1\ Title: \t1\
PO#:

Williams Scotsman, Inc. 4646 East Van Buren St, Suite 400, Phoenix, AZ 85005 1-800-782-1500

Page 6 of 6 ends

ITEM # 35

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: James Enriquez, P.E., Director of Public Works / City Engineer SUBJECT: CITY-WIDE STREET LIGHT LED CONVERSION PROJECT –

AUTHORIZATION TO ADVERTISE FOR CONSTRUCTION BIDS
DATE: November 12, 2024
RECOMMENDATION:

It is recommended that the City Council:
1) Approve the Contract Documents for the project; and
2) Authorize the City Engineer to advertise for construction bids, and 3) Take such additional, related action that may be desirable.

FISCAL IMPACT
The City-wide Street Light LED Conversion Project is an approved CIP Project and is funded by the Utility Users Tax (UUT) Capital Improvement Fund in the amount of $400,000 and the Redevelopment Bond Fund in the amount of $2,000,000 for a combined total of $2,400,000.

To date, $830,950 of the project budget has been expended on purchasing approximately 2,500 new LED fixtures. Additionally, $54,220 has been spent on staff costs for converting 641 light fixtures, and $945 was spent on contractual services. This leaves $1,513,900 remaining in budgeted project funds. The estimated contract cost of converting the remaining street light fixtures is approximately $230,000 and will be covered with the budgeted funds. Any surplus project budget will be made available for reprogramming for other projects once this project is completed.

Staff will continue working with Southern California Edison to take advantage of any available tariff savings for the LED conversion of street lights.

CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024 City-wide Street Light LED Conversion Project – Authorization to Advertise

Page 2 of 3 ends

BACKGROUND
On March 1, 2022, the City Council approved the City-wide Street Light LED Conversion project and added it to the Capital Improvement Program. The project consists of the replacement of existing High-Pressure Sodium Vapor (HPSV) street light fixtures with new LED fixtures on all City-owned street lights. There are approximately 2,309 cityowned street lights, excluding the 370 street lights on the high-voltage circuits that will be converted as a separate project (Residential Street Lighting System Upgrade Project) since they require additional improvements to replace underground wiring to convert the circuits to standard voltage prior to replacing light fixtures.

Public Works maintenance staff has been replacing street light fixtures on an overtime basis and has successfully converted 641 street lights to date. However, approximately 1,668 street lights still require conversion. To expedite this process, it is recommended that the remaining conversions be contracted out.

The project specifications and contract documents are complete, and the Public Works Department is prepared to advertise for construction bids. A copy of the contract documents will be available for review at the City Clerk's office.

ANALYSIS
N/A

ENVIRONMENTAL
Pursuant to the guidelines of the California Environmental Quality Act (CEQA), the Project is categorically exempt under Class 1(c) for existing facilities. Under CEQA, a project is exempt if the scope of work is limited to the repair, maintenance, and minor alterations of an existing facility. Furthermore, the new LED fixtures significantly reduce energy consumption and, therefore, will be environmentally beneficial.

DISCUSSION
The completion of the City-wide Street Light LED Conversion project will lower maintenance needs and costs for street light fixtures.

SUMMARY/NEXT STEPS
Upon approval of the City Council of the recommended actions, City staff will advertise the project and await the construction bid opening.

CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024 City-wide Street Light LED Conversion Project – Authorization to Advertise

Page 3 of 3 ends

ATTACHMENTS:

A. LED Conversion Location Map
ITEM STATUS:

APPROVED: ☐
DENIED: ☐
TABLED: ☐
DIRECTION GIVEN: ☐
© 2024 Microsoft Corporation © 2024 TomTom © 2024 Microsoft Corporation © 2024 TomTom © 2024 Microsoft Corporation © 2024 TomTom
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CITY OF NORWALK
ALONDRA BL ALONDRA BL city street light l.e.d. conversion map legend: n.t.s.
100W lights Qty: 62
N
150W lights Qty: 817 (5 poles W/ dbl. m.a.)
200W lights Qty: 596 (40 poles W/ dbl. m.a.)
250W lights Qty: 178 (29 poles W/ dbl. m.a.)
300W lights Qty: 4
400W lights Qty: 11
total lights: 1,668

ATTACHMENT A
ITEM # 36

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: James Enriquez, P.E., Director of Public Works / City Engineer SUBJECT: APPROVE A CONTRACT SERVICES AGREEMENT WITH DANIEL ZAMORA’S LANDSCAPING FOR LANDSCAPING SERVICES
DATE: November 12, 2024
RECOMMENDATION:

It is recommended that the City Council:
1) Approve a Contract Services Agreement with Daniel Zamora’s Landscaping for landscaping services for an annual not-to-exceed fee of $45,060 and a term of five (5) years with two optional one-year extensions; and
2) Authorize the City Manager to execute the agreement on behalf of the City; and 3) Take such additional, related action that may be desirable.

FISCAL IMPACT
The total contract fee of $40,656 for the current contract with Zamora Landscaping was included in the Adopted Fiscal Year 2024-25 Budget. The proposed 10% increase ($4,404 annually) can be absorbed in the budget without any additional appropriation.

BACKGROUND
The City Council awarded an agreement to Zamora’s Landscaping at the May 25, 2006 City Council Meeting for landscaping services for a total annual fee of $35,160. The services included three city facilities: 1) Lakeview Child Care Center; 2) Police Service Center; and 3) the northeast corner of Los Nietos Road and Norwalk Boulevard. At the City Council meeting on August 9, 2007, the City Council approved a 15% increase for a total annual fee of $40,656. Zamora’s Landscaping has continued providing this service at that annual fee since September 1, 2007.

CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024 Approve a Contract Services Agreement with Daniel Zamora’s Landscaping for Landscaping Services

Page 2 of 2 ends

ANALYSIS
The proposed contract provides a comprehensive update to the contract using the City’s current contract language and terms & conditions and also more clearly defines the scope of services for increased contract compliance monitoring by staff. In addition, the contract includes the following specific terms:
 Annual Fee: The total annual fee is increased by 10% to a total annual fee of $45,060.

Additionally, the fee will be increased annually using the Consumer Price Index (CPI) with a maximum increase of 5%
 Term: 5 years with two 1-yr optional extensions
 Extra Work: Extra work requested by the City will be paid at $45 per hour and materials will be reimbursed at cost plus 15% markup.

ENVIRONMENTAL
Not applicable.

DISCUSSION
Not applicable.

SUMMARY/NEXT STEPS
Upon approval by the City Council of the recommended actions, City staff will execute the agreement and provide contract compliance monitoring throughout the term of the agreement.

ATTACHMENTS:

A. Contract Services Agreement
ITEM STATUS:

APPROVED: ☐
DENIED: ☐
TABLED: ☐
DIRECTION GIVEN: ☐
1 CITY OF SANTA FE SPRINGS
2024

CONTRACT SERVICES AGREEMENT
(Contractor: Seven Z’s, Inc. dba Daniel Zamora’s Landscaping) (Nature of Engagement: Landscape and Irrigation Maintenance Services for Lakeview Child Care Center, Police Services Center, and the Northeast Corner of Norwalk Blvd and Los Nietos Road)
THIS CONTRACT SERVICES AGREEMENT (hereinafter, “Agreement”) is made and entered into this 12th day of November 2024 (the “Effective Date”) by and between the CITY OF SANTA FE SPRINGS, a municipal corporation (hereinafter, “CITY”) and SEVEN Z’S, INC. dba DANIEL ZAMORA’S LANDSCAPING (hereinafter, “CONTRACTOR”). For the purposes of this Agreement, CITY and CONTRACTOR may be referred to collectively by the capitalized term “Parties.” The capitalized term “Party” may refer to CITY or CONTRACTOR interchangeably.

RECITALS
WHEREAS, CITY is a municipal corporation organized under the laws of the State of California, with power to contract for services and tasks necessary to achieve its purpose; and WHEREAS, CITY requires comprehensive landscape and irrigation maintenance services for Lakeview Child Care Center, Police Services Center, and the Northeast Corner of Norwalk Blvd and Los Nietos Road; and WHEREAS, CITY staff has determined that CONTRACTOR possess the skills, experience and expertise required to competently provide the services and tasks contemplated under this Agreement.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONTRACTOR agree as follows: Section 1. Scope of Work.

A. Subject to the terms and conditions of this Agreement, CONTRACTOR agrees to perform those various tasks and services described in that certain document entitled “City of Santa Fe Springs Standard Specifications for Landscape Maintenance” (the “Baseline Service Requirements”) and the scope of work (the “Scope of Work”) for Lakeview Child Care Center, Police Services Center, and the Northeast Corner of Norwalk Blvd and Los Nietos. The Baseline Service Requirements and the Scope of Work are attached and incorporated hereto as Exhibits “A” and “B”, respectively. The specific service locations and areas are described, depicted, and attached and incorporated hereto as Exhibit “C”. The term “Scope of Services” shall be a collective reference to the Baseline Service Requirements and the Scope of Work. The capitalized term “Work” shall be a collective reference to all the various services and tasks referenced in the Scope

ATTACHMENT A
2 of Services. In the event of any conflict or inconsistency between the provisions of the Baseline Service Requirements and the Scope of Work, the requirements of the Baseline Service Requirements shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control but only to the extent of the conflict or inconsistency and no further.

B. CONTRACTOR shall provide all labor, materials, tools, supplies, equipment, services, tasks, and incidental and customary work necessary to competently perform and timely complete the Work. CONTRACTOR shall perform the Work in accordance with the terms and conditions of this Agreement and in accordance with such other written or verbal directives as may be issued by CITY.

C. CONTRACTOR warrants that CONTRACTOR: (i) has thoroughly investigated and considered the nature of the Work to be performed under this Agreement; and (ii) has carefully considered how the Work should be performed. CONTRACTOR will inspect any location where the Work is to be performed and acquaint itself with the conditions of the location before commencing any of the Work requested by CITY.Should the CONTRACTOR discover any latent or unknown condition(s) which will materially affect the performance of the Work, CONTRACTOR shall immediately inform the CITY of such discovery and shall not proceed, except at CONTRACTOR’s risk until written instructions are received from the City Representative as defined herein.

D. In the event CONTRACTOR ceases to perform the Work agreed to under this Agreement or otherwise abandons any undertaking contemplated herein prior to completion and/or acceptance of the Work performed by CITY, CONTRACTOR shall deliver to CITY immediately and without delay, all materials, records, and other work product prepared or obtained by CONTRACTOR in the performance of this Agreement. Furthermore, CONTRACTOR shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs, or additional expenses which CITY may incur as a result of CONTRACTOR’s cessation or abandonment.

Section 2. Term.

A. This Agreement shall have a term of five (5) years commencing on the Effective Date. The Work shall be commenced within three (3) calendar days of CITY’s issuance of a written notice to proceed (“Notice to Proceed”).

B. The City shall have the sole option to extend the Agreement term for two additional, one (1) year terms. CONTRACTOR shall provide CITY written acceptance to extend the Agreement term within ten (10) days of service of CITY’s written notice to extend the term.

C. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY’s ability to terminate this Agreement at any time for convenience or for cause. 3 Section 3. Performance of Work.

A. CONTRACTOR shall perform the Work continuously and with due diligence so as to complete the tasks and services as set forth in the Scope of Work. CONTRACTOR shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors, or agents.

B. CONTRACTOR shall not claim or be entitled to receive any compensation or damage because of the failure of CONTRACTOR, or its subcontractors, to have related services or tasks completed in a timely manner.

C. CONTRACTOR shall at all times enforce strict discipline and good order among CONTRACTOR’s employees.

D. CONTRACTOR, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

E. CONTRACTOR shall comply with all applicable federal, State, and local laws and regulations, including all applicable Cal/OSHA regulations in the performance of this Agreement; Section 4. Compensation.

A. CONTRACTOR shall be compensated for Work performed in accordance with the schedule of compensation stated in the Scope of Work, attached and incorporated hereto as EXHIBIT “B” (the “Approved Rate Schedule”). The foregoing notwithstanding, CONTRACTOR’s total compensation may not exceed the aggregate sum of FORTY-FIVE THOUSAND AND SIXTY DOLLARS ($45,060) (hereinafter, the “Not-to-Exceed Sum”). In the event CONSULTANT’s charges are projected to exceed the Not-to-Exceed Sum prior to the expiration of this Agreement, CITY may suspend CONSULTANT’s performance pending CITY approval of any anticipated expenditures in excess of the Not-to-Exceed Sum or any other CITY approved amendment to the compensation terms of this Agreement. Thereafter, Contractor may request an annual increase to the Rate Schedule on the anniversary of the Effective Date, upon sixty (60) days’ prior written notice to City, provided that no increase shall exceed the Consumer Price Index (CPI) for All Urban Consumers, for Los Angeles – Long Beach – Anaheim area, for all items, with a maximum annual increase of 5%.

B. CONTRACTOR further agrees that the Not-to-Exceed Sum is inclusive of compensation for all labor, materials, tools, supplies, equipment, services, tasks, and incidental and customary work necessary to competently perform and timely complete the Work requested by CITY, unless otherwise indicated.

C. Following the conclusion of each calendar month, CONTRACTOR shall submit to CITY an itemized invoice indicating the Work performed and completed during the recently concluded calendar month, including the reimbursable out-of-pocket expenses incurred. If the amount of CONTRACTOR’s monthly compensation is a function of hours worked by CONTRACTOR’s personnel, the invoice should identify 4 the request or work order under which the Work was provided; the number of hours worked in the recently concluded calendar month; the personnel responsible for performing the Work performed; the rate of compensation at which such Work was performed, the subtotal for each Work performed and a grand total for all Work performed. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY will pay all undisputed amounts included on the invoice. CITY will not withhold applicable taxes or other authorized deductions from payments made to CONTRACTOR.

Section 5. Standard of Care.

A. CONTRACTOR agrees as follows:

1. CONTRACTOR shall perform all Work using the degree of care and skill ordinarily exercised by members of the same profession currently practicing at the same time and in the same or similar locality;

2. CONTRACTOR represents all personnel assigned to perform the Work for CITY under this Agreement shall possess the skill, training, and experience necessary to competently perform the Work and shall at all times possess and maintain all licenses, certifications and/or qualifications necessary to perform the Work;

3. CONTRACTOR shall perform and complete all Work in a manner that is reasonably satisfactory to CITY;

4. CONTRACTOR understands the nature and scope of the Work to be performed under this Agreement as well as any and all applicable schedules of performance; and

5. In the performance of this Agreement, CONTRACTOR shall supply and deploy personnel, equipment, tools, and materials necessary, in the reasonable opinion of CITY, to perform all Work in compliance with the standard of care set forth in this Section and time to complete all Work as specified by the Scope of Work or other written order.

6. CONTRACTOR shall perform, at CONTRACTOR’s sole cost and expense, any tasks necessary to correct any errors or omissions caused by CONTRACTOR’s failure to comply with the standard of care set forth in this Section or by any like failure on the part of CONTRACTOR’s employees, agents, contractors, subcontractors and subconsultants. Such effort by CONTRACTOR to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing in the CITY Representative’s sole and absolute discretion.

B. CONTRACTOR acknowledges and agrees that CITY’s acceptance of any Work performed by CONTRACTOR or on CONTRACTOR’s behalf shall not constitute a 5 release of any deficiency or delay in performance. CONTRACTOR further acknowledges, understands, and agrees that CITY has relied upon the representations of CONTRACTOR under paragraph A of this Section, above, and that such representations were a material inducement to CITY entering into this Agreement with CONTRACTOR.

Section 6. Representatives.

A. City Representative. For the purposes of this Agreement, the contract administrator and CITY’s representative shall be James Enriquez, Director of Public Works (hereinafter, the “City Representative”). It shall be CONTRACTOR’s responsibility to keep the City Representative informed of the progress of all Work provided. CONTRACTOR shall refer any decisions which must be made by CITY to the City Representative. Unless otherwise specified herein, any approval of CITY required hereunder shall mean the approval of the City Representative. Except as otherwise provided under this Agreement, written notice to City Representatives shall constitute notice to the CITY.

B. Contractor Representative. For the purposes of this Agreement, Daniel Zamora, CEO/CFO, is hereby designated as the primary representative of CONTRACTOR authorized to act on its behalf with respect to CONTRACTOR’s performance under this Agreement and to make all decisions in connection therewith (hereinafter, the “Contractor Representative”). Notice to the Contractor Representative whether written or verbal shall constitute notice to CONTRACTOR. The Contractor’s Representative shall supervise and direct the performance of all Work, using his/her best skill and attention. The Contractor Representative shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Work under this Agreement.

Section 7. Contractor’s Personnel.

A. CONTRACTOR shall be solely responsible for the satisfactory performance of all personnel working on CONTRACTOR’s behalf in the performance of this Agreement.

B. If at any time during the term of this Agreement, CITY requests the removal of any of CONTRACTOR’s employees or subcontractors assigned by CONTRACTOR to perform on CONTRACTOR’s behalf under this Agreement, CONTRACTOR shall remove such employees or subcontractors immediately upon receiving notice from CITY.

C. CONTRACTOR shall be solely responsible for the payment of all wages and benefits owed to CONTRACTOR’s employees and shall comply with all requirements pertaining to employer’s liability, workers’ compensation, unemployment insurance, and Social Security. CONTRACTOR shall also be solely responsive for the payment of all subcontractors acting on its behalf in the performance of this Agreement.

Section 8. Provisions Applicable to Work Constituting Public Works Under 6 Labor Code Section 1720.

A. The provisions of this Section shall apply to the extent any of the Work to be performed by CONTRACTOR constitute a “public work” within the meaning of Section 1720(a)(1) of the Labor Code. CONTRACTOR shall comply with the provisions of the Labor Code applicable to public works, in the manner set forth under this Section. In addition to any other indemnification obligation set forth under this Agreement, CONTRACT shall indemnify, hold harmless, and defend City concerning any liability arising out of Labor Code Section 1720 et seq.

B. Hours of Work.

1. In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the Work subject to this Section shall constitute a legal day’s work under this Agreement.

2. In accordance with California Labor Code Section 1811, the time of service of any worker employed in performance of the Work subject to this Section is limited to eight (8) hours during any one calendar day, and forty (40) hours during any one (1) calendar week, except in accordance with Labor Code Section 1815, which provides that work in excess of eight (8) hours during any one (1) calendar day and forty (40) hours during any one calendar week is permitted upon compensation for all hours worked in excess of eight (8) hours during any one (1) calendar day and forty (40) hours during any one (1) calendar week at not less than one-and-one-half times the basic rate of pay.

3. CONTRACTOR and its subcontractors shall forfeit as a penalty to the CITY Twenty Five Dollars ($25) for each worker employed in the performance of the Work subject to this Section for each calendar day during which the worker is required or permitted to work more than eight (8) hours in any one calendar day, or more than forty (40) hours in any one calendar week, in violation of the provisions of Labor Code Section 1810 et seq.

C. Wages.

1. In accordance with Labor Code Section 1773.2, the CITY has determined the general prevailing wages for the locality in which Work subject to the Section are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file at the CITY and shall be made available on request. CONTRACTOR and subcontractors engaged in the performance of the Work subject to this Section shall pay no less than these rates to all persons engaged in performance of the Work subject to this Section.

2. In accordance with Labor Code Section 1775, CONTRACTOR and any subcontractors engaged in performance of the Work subject to this Section shall comply with Labor Code Section 1775, which establishes a penalty of up to Two Hundred Dollars ($200) per day for each worker engaged in the 7 performance of the Work that are subject to this Section that CONTRACTOR or any subcontractor pays less than the specified prevailing wage. The amount of such penalty shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of CONTRACTOR or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of CONTRACTOR or subcontractor in meeting applicable prevailing wage obligations, or the willful failure by CONTRACTOR or subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if CONTRACTOR or subcontractor had knowledge of their obligations under the California Labor Code. CONTRACTOR or subcontractor shall pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate. If a subcontractor worker engaged in performance of the Work subject to this Section is not paid the general prevailing per diem wages by the subcontractor, CONTRACTOR is not liable for any penalties therefore unless CONTRACTOR had knowledge of that failure or unless CONTRACTOR fails to comply with all of the following requirements:
(i) The contract executed between CONTRACTOR and the
subcontractor for the performance of part of the Work subject to this Section shall include a copy of the provisions of California Labor Code Sections 1771, 1775, 1776, 1777.5, 1813, and 1815. (ii) CONTRACTOR shall monitor payment of the specified general prevailing rate of per diem wages by the subcontractor by periodic review of the subcontractor’s certified payroll records. (iii) Upon becoming aware of a subcontractor’s failure to pay the specified prevailing rate of wages, CONTRACTOR shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for performance of the Work subject to this Section.
(iv) Prior to making final payment to a subcontractor, CONTRACTOR shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages for employees engaged in the performance of the Work subject to this Section and any amounts due pursuant to California Labor Code Section 1813.

3. In accordance with Labor Code Section 1776, CONTRACTOR and each subcontractor engaged in performance of the Work subject to this Section shall keep accurate payroll records showing the name, address, social security number, work, straight time, and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed in performance of the Work subject to this Section. Each payroll record shall contain or be verified by a 8 written declaration that it is made under penalty of perjury, stating both of the following:
(i) The information contained in the payroll record is true and correct.
(ii) The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by the employer’s employees on the public works project.

The payroll records required pursuant to Labor Code Section 1776 shall be certified and shall be available for inspection by the CITY and its authorized representatives, the Division of Labor Standards Enforcement, the Division of Apprenticeship Standards of the Department of Industrial Relations and shall otherwise be available for inspection in accordance with Labor Code Section 1776.

4. In accordance with Labor Code Section 1777.5, CONTRACTOR, on behalf of itself and any subcontractors acting on CONTRACTOR’s behalf in performance of the Work subject to this Section, shall be responsible for ensuring compliance with Labor Code Section 1777.5 governing employment and payment of apprentices on public works contracts.

5. In case it becomes necessary for CONTRACTOR and any subcontractors performing Work on CONTRACTOR’s behalf to employ for the Work subject to this Section any person in a trade or occupation (except executive, supervisory, administrative, clerical, or other non-manual workers as such) for which no minimum wage rate has been determined by the Director of the Department of Industrial Relations, CONTRACTOR shall pay the minimum rate of wages specified therein for the classification which most nearly corresponds to specific Work subject to this Section to be performed by that person. The minimum rate thus furnished shall be applicable as a minimum for such trade or occupation from the time of the initial employment of the person affected and during the continuance of such employment.

Section 9. Conflicts of Interest.

A. CONTRACTOR may serve other clients, but none whose activities within the corporate limits of CITY or whose business, regardless of location, would place CONTRACTOR in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

B. CONTRACTOR shall not employ any official or employee of the CITY during the Term of this Agreement or any extension term. No officer or employee of CITY shall have any financial interest in this Agreement that would violate Government Code Section 1090 et seq. CONTRACTOR warrants and represents that no owner, principal, partner, officer, or employee of CONTRACTOR is or has been an official, officer, employee, agent, or appointee of the CITY within the twelve-month period of time immediately preceding the Effective Date. If an owner, principal, partner, officer, employee, agent, or appointee of CONTRACTOR was an official, 9 officer, employee, agent, or appointee of the CITY within the twelve-month period immediately preceding the Effective Date, CONTRACTOR warrants that any such individuals did not participate in any manner in the forming of this Agreement. CONTRACTOR understands that, if this Agreement is made in violation of Government Code Section 1090 et seq., the entire Agreement is void and CONTRACTOR will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and CONTRACTOR will be required to reimburse the CITY for any sums paid to CONTRACTOR. CONTRACTOR understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of Government Code Section 1090.

C. CONTRACTOR warrants, represents, and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for CONTRACTOR, to solicit or secure this Agreement. Further, CONTRACTOR warrants and represents that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for CONTRACTOR, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, CITY shall have the absolute and unfettered right to rescind this Agreement without liability or penalty.

Section 10. Independent Contractor. CONTRACTOR shall at all times in the performance of this Agreement be an independent contractor and shall not be an employee of CITY or engaged in any joint venture relationship with the CITY. CONTRACTOR shall determine the method, details, and means of performing all of the Work to be performed by CONTRACTOR under this Agreement. CONTRACTOR shall be responsible to CITY only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the CONTRACTOR in fulfillment of this Agreement. CONTRACTOR is permitted to provide services to others during the same period as it provides services to CITY under this Agreement. Notwithstanding any other CITY, state, or federal policy, rule, regulation, law, or ordinance to the contrary, CONTRACTOR and any of its employees, agents, and subcontractors performing the Work under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by CITY, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of CITY and entitlement to any contribution to be paid by CITY for employer contributions and/or employee contributions for PERS benefits. Section 11. Non-Discrimination.

A. CONTRACTOR shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any Work provided by CONTRACTOR under this Agreement. CONTRACTOR shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, 10 contracting, and the provision of any Work that is the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of CONTRACTOR thereby.

B. CONTRACTOR and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, §12900 et seq.) and the applicable regulations promulgated hereunder (Cal. Code Regs., Title 2, §11000 et seq.).

The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900 et seq., set forth in Chapter 5 of Division 4.1 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. CONTRACTOR and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. CONTRACTOR shall include the nondiscrimination and compliance provisions of this Section in all subcontracts to provide the Work under this Agreement.

Section 12. Indemnification and Duty to Defend.

A. To the fullest extent permitted by law, CONTRACTOR hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless CITY and CITY’s elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of CONTRACTOR or any of CONTRACTOR’s officers, agents, servants, employees, subcontractors, materialmen, suppliers or their officers, agents, servants, or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to this Agreement and the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by CONTRACTOR and shall operate to fully indemnify the Indemnitees against any such negligence. The foregoing notwithstanding, nothing in this Section shall be construed to encompass (i) Indemnitees' sole negligence or willful misconduct to the extent that the Agreement is subject to Civil Code Section 2782(a), or (ii) CITY’s active negligence to the extent that the underlying Agreement is subject to Civil Code Section 2782(b).

B. CONTRACTOR agrees, at its sole cost and expenses, to promptly defend Indemnitees from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever. The duty of CONTRACTOR to indemnify and hold harmless the Indemnitees includes the separate and independent duty to defend the Indemnitees. CONTRACTOR’s obligation to defend the Indemnitees shall be at CONTRACTOR’s sole expense, and not be excused because of CONTRACTOR’s inability to evaluate liability or because the 11 CONTRACTOR evaluates liability and determines that the CONTRACTOR is not liable. This duty to defend shall apply whether a claim, demand, cause of action, or proceeding has merit or is meritless, or which involves claims or allegations that any or all of the Indemnitees were actively, passively or concurrently negligent, or which otherwise assert that the Indemnitees are responsible, in whole or in part, for any damage, cost, expense, liability, claim, demand, cause of action, proceeding, expense, judgement, penalty, or lien. CONTRACTOR agrees to provide this defense immediately upon written notice from CITY and with well qualified, adequately insured and experienced legal counsel acceptable to the CITY Should conflict of interest principles preclude a single attorney from representing both CITY and CONTRACTOR, or should CITY otherwise find CONTRACTOR’s attorney unacceptable, then CONTRACTOR shall reimburse the CITY its costs of defense, including without limitation reasonable attorneys’ fees, expert fees, and all other costs and fees of litigation. The CONTRACTOR shall promptly pay any final judgment rendered against the Indemnitees with respect to claims determined by a trier of fact to have been the result of the CONTRACTOR’s negligent, reckless, or wrongful act, omission, or performance.

C. Attorneys and other professionals employed by CONTRACTOR to defend Indemnitees shall be selected by Indemnitees. CONTRACTOR, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the CONTRACTOR regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees. CITY shall have the right to offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to CITY from CONTRACTOR because of CONTRACTOR’s failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

D. CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. In the event CONTRACTOR fails to obtain such indemnity obligations for the benefit of CITY, CONTRACTOR agrees to be fully responsible and indemnify, hold harmless and defend Indemnitees from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged, intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of CONTRACTOR or any of its officers, employees, servants, agents, subcontractors, volunteers or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

E. CITY does not and shall not waive any rights that it may possess against CONTRACTOR because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement.

F. The indemnification duty established under this Section is effective without 12 reference to the existence or applicability of any insurance coverage(s) which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees. The hold harmless and indemnification provisions of this Section shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

G. Payment is not required as a condition precedent to an Indemnitee's right to recover under the indemnification provisions of this Section, and an entry of judgment against any one or more of the Indemnitees shall be conclusive in favor of the Indemnitees’ right to recover under such indemnification provisions. CONTRACTOR shall pay Indemnitees for any attorney’s fees and costs incurred in enforcing this indemnification provision.

H. CONTRACTOR’s obligations under this Section or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act. CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to the Indemnities. CONTRACTOR shall fully comply with the workers’ compensation laws regarding CONTRACTOR and CONTRACTOR’s employees. CONTRACTOR further agrees to indemnify and hold CITY harmless from any failure of CONTRACTOR to comply with applicable workers’ compensation laws.

I. The provisions of this Section shall survive the termination or expiration of this Agreement and the completion of all Work contemplated under this Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law or elsewhere under this Agreement.

Section 13. Insurance.

A. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows: 1. Commercial General Liability Insurance with minimum limits of One Million Dollars ($1,000,000) for each occurrence and in the aggregate for any personal injury, death, loss, or damage.

2. Automobile Liability Insurance for any owned, non-owned or hired vehicle used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

3. Worker’s Compensation insurance as required by the State of California.

B. CONTRACTOR shall require each of its sub-consultants or sub-contractors to maintain insurance coverage that meets all of the requirements of this Agreement.

C. The policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best’s Insurance Guide. 13 D. CONTRACTOR agrees that if it does not keep the insurance required in this Agreement in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR’S expense, the premium thereon.

E. Prior to commencement of any Work under this Agreement, CONTRACTOR shall file with CITY’s Risk Manager a certificate or certificates of insurance showing that the insurance policies are in effect and satisfy the required amounts and specifications required pursuant to this Agreement.

F. CONTRACTOR shall provide proof that policies of insurance expiring during the Term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.

G. The general liability and automobile policies of insurance shall contain an endorsement naming CITY, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns as additional insureds.

All of the policies shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days’ prior written notice to CITY. CONTRACTOR agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.

H. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the CITY, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

I. All insurance coverage provided pursuant to this Agreement shall not prohibit CONTRACTOR, and CONTRACTOR’s employees, agents, subcontractors, or volunteers from waiving the right of subrogation prior to a loss. CONTRACTOR hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents, and volunteers.

J. Any deductibles or self-insured retentions must be approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

K. If CONTRACTOR is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its managers, affiliates, employees, agents, and other persons necessary or incidental to its operation are insureds.

L. Procurement of insurance by CONTRACTOR shall not be construed as a limitation 14 of CONTRACTOR’s liability or as full performance of CONTRACTOR’s duties to indemnify, hold harmless and defend under Section 12 of this Agreement.

M. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from CONTRACTOR payments. In the alternative, CITY may cancel this Agreement effective upon notice.

N. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Any amendment to the insurance requirements of this Article shall be memorialized and approved in the form of a written amendment to this Agreement, signed by the Parties. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver will be void or invalid.

Section 14. Records and Inspection. CONTRACTOR shall keep, and require subcontractors to keep, such books and records as shall be necessary to document the performance of the Work and enable the CITY to evaluate the performance of the Work. The Contract Officer shall have full and free access to such books and records at all times during normal business hours of CITY, including the right to inspect, copy, audit, and make records and transcripts from such records. Such records shall be maintained for a period of four (4) years following completion of the Work hereunder, and the CITY shall have access to such records in the event any audit is required. This Section shall survive the termination or expiration of the Agreement. Section 15. Termination.

A. Termination for Convenience. CITY may immediately terminate this Agreement for convenience, without cause and without penalty or liability at any time upon the issuance of written notice to CONTRACTOR specifying the effective date of such termination. Such termination for convenience shall be made in writing signed by either the City Representative, the City Manager, or the Assistant City Manager. CONTRACTOR may only terminate this Agreement for cause as provided herein.

B. Termination for Cause. In the event either Party fails to perform any duty, obligation, service, or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service, or task set forth under this Agreement), an event of default (hereinafter, “Event of Default”) shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a “Default Notice”) which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth in this Section or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event 15 of Default within the applicable cure period or any extended cure period allowed under this Agreement. An Event of Default shall include, but shall not be limited to the following: (i) CONTRACTOR’s failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (ii) CONTRACTOR’s and/or its employees’ disregard or violation of any federal, state, local law, rule, procedure or regulation; (iii) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to CONTRACTOR, whether voluntary of involuntary; (iv) CONTRACTOR’s refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (v) CITY’s discovery that a statement representation or warranty by CONTRACTOR relating to this Agreement is false or erroneous in any material respect.

1. CONTRACTOR shall cure the following Event of Default within the following time periods:
i. Within three (3) business days of CITY’s issuance of a Default Notice for any failure of CONTRACTOR to timely provide CITY or CITY’s employees or agents with any information and/or written reports, documentation, or work product which CONTRACTOR is obligated to provide to CITY or CITY’s employees or agents under this Agreement. Prior to the expiration of the 3-day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3-day cure period. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds seven (7) calendar days from the end of the initial 3-day cure period; or ii. Within thirty (30) calendar days of CITY’s issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 30-day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR has commenced efforts to cure the Event of Default; that the Event of Default cannot be reasonably cured within the 30-day cure period; and CONTRACTOR is diligently pursuing to cure the Event of Default. The foregoing notwithstanding, CITY shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds thirty (30) calendar days from the end of the initial 30-day cure period.

If an Event of Default relates to a material falsehood or misrepresentation that is not susceptible to a cure, CITY in its sole and absolute discretion may elect to treat the falsehood or misrepresentation as a breach of this Agreement or waive the falsehood or misrepresentation. The foregoing notwithstanding, the prior waiver of a falsehood or misrepresentation as an Event of Default shall not operate as a waiver or any other falsehood or misrepresentation later discovered by CITY. 16 2. Except as otherwise specified in this Agreement, CITY shall cure any Event of Default asserted by CONTRACTOR within thirty (30) calendar days of CONTRACTOR’s issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 30-day cure period. Prior to the expiration of the 30-day cure period, CITY may submit a written request for additional time to cure the Event of Default upon a showing that CITY has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30-day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY’s failure to timely pay any undisputed sums to CONTRACTOR shall be cured by CITY within five (5) calendar days from the date of CONTRACTOR’s Default Notice to CITY.

3. CITY, in its sole and absolute discretion, may also immediately suspend CONTRACTOR’s performance under this Agreement (or the performance of any specific task or function performed by CONTRACTOR under this Agreement) pending CONTRACTOR’s cure of any Event of Default by giving CONTRACTOR written notice of CITY’s intent to suspend CONTRACTOR’s performance (hereinafter, a “Suspension Notice”). CITY may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, CONTRACTOR shall be compensated only for those services and tasks which have been rendered by CONTRACTOR to the reasonable satisfaction of CITY up to the effective date of the suspension. No actual or asserted breach of this Agreement on the part of CITY shall operate to prohibit or otherwise restrict CITY’s ability to suspend this Agreement as provided herein.

4. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

5. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights, and remedies otherwise imposed or available by law. In addition to any other remedies available to CITY at law or under this Agreement in the event of any breach of this Agreement, CITY, in its sole and absolute discretion, may also pursue any one or more of the following remedies:
i. Upon written notice to CONTRACTOR, the CITY may immediately terminate this Agreement in whole or in part;
ii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONTRACTOR’s breach of the Agreement or to terminate the Agreement; or iii. The CITY may exercise any other available and lawful right or remedy. 17 CONTRACTOR shall be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY’s exercise of its remedies under this Agreement.

6. In the event CITY is in breach of this Agreement, CONTRACTOR’s sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to CONTRACTOR under this Agreement for completed services and tasks. In no event shall CONTRACTOR be entitled to receive more than the amount that would be paid to CONTRACTOR for the full performance of the Work required by this Agreement.

Section 16. Force Majeure. Performance of Work under this Agreement may be waived in the event of any delays due to unforeseeable causes beyond the control of CONTRACTOR and without the fault or negligence of CONTRACTOR, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY. CONTRACTOR shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative’s determination shall be final and conclusive upon the Parties to this Agreement. In no event shall CONTRACTOR be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONTRACTOR’S sole remedy being extension of the Agreement pursuant to this Section. Section 17. Notices. Except as otherwise expressly provided in this Agreement, all notices permitted or required under this Agreement shall be given to the respective Parties must be in writing and may be given personally, by registered or certified mail (return receipt requested), Federal Express, UPS or other similar couriers. If notice is personally delivered, the notice shall be deemed to have been given and received on the date notice was given. If given by registered or certified mail, such notice or communication shall be deemed to have been given and received three (3) days after the notice is deposited in the United States mail. If notice is given by Federal Express, UPS, or similar courier, a notice or communication shall be deemed to have been given and received on the date delivered, as shown on the receipt issued by the courier. Notice shall be provided to the following addresses:

If to CITY: If to CONTRACTOR:City of Santa Fe Springs 11710 Telegraph Road Santa Fe Springs, CA 90670 Attn: James Enriquez
Phone: (562) 868-0511
Seven Z’s, Inc., dba Daniel Zamora’s Landscaping 11431 Joslin Street Santa Fe Springs, CA 90670 Attn: Daniel Zamora
Phone: (562) 889-4081
18 Section 18. Assignment. CONTRACTOR shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without CITY’s prior written consent, and any attempt to do so shall be void and of no effect. CITY shall not be obligated or liable under this Agreement to any party other than CONTRACTOR. Section 19. Attorneys’ Fees. In the event that CITY or CONTRACTOR commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover its costs of suit, including reasonable attorneys’ fees. Section 20. Entire Agreement. All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. Except as expressly provided in this Agreement or its Exhibits, in the event of any conflict or inconsistency between the express provisions of this Agreement and provisions of any document incorporated by reference, the provisions of this Agreement shall prevail and control. This instrument contains the entire Agreement between CITY and CONTRACTOR with respect to the subject matter herein. No other prior oral or written agreements are binding on the parties.

Any modification of this Agreement will be effective only if it is in writing and executed by both CITY and CONTRACTOR. Section 21. Authority. The individuals executing this Agreement and the instruments referenced herein on behalf of CONTRACTOR each represent and warrant that they have the legal power, right and actual authority to bind CONTRACTOR to the terms and conditions hereof and thereof. Section 22. Governing Law; Jurisdiction. This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California. Section 23. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect. Section 24. Captions. The captions used in this Agreement are solely for reference and the convenience of the Parties. The captions are not a part of the Agreement, in no way bind, limit, or describe the scope or intent of any provision, and shall have no effect upon the construction or interpretation of any provision herein. Section 25. Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. 19 [SIGNATURES ON FOLLOWING PAGE]
20 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF SANTA FE SPRINGS:By: René Bobadilla City Manager Date:

SEVEN Z’S, INC. DBA DANIEL ZAMORA’S LANDSCAPING: By: ______________________________ Name:____________________________ Title:_____________________________ Date:

ATTEST:By:_____________________________
Fernando Muñoz Deputy City Clerk
Date:

APPROVED AS TO FORM:By:_____________________________
Rick Olivarez City Attorney
Date:
1 EXHIBIT “A”

CITY OF SANTA FE SPRINGS

STANDARD SPECIFICATIONS

FOR LANDSCAPE MAINTENANCE
The order of authority of specifications is as follows: (Any special provisions shall rule over these standard specifications.)

GENERAL PROVISIONS

1. The Contractor shall provide at the Contractor’s expense, appropriate uniforms for all personnel working on City property. These uniforms shall be approved by the City Engineer and shall be worn in reasonable manner at all times on the job.

2. After it has been determined by both parties that there has been damage by the Contractor to public or private property, Contractor shall be responsible for repair or replacement of same.

3. The Contractor shall provide, in writing, schedules for all maintenance activities and locations, (including pesticides applications). The Contractor shall notify the City in writing and receive approval prior to any proposed revisions in the schedule (excluding rain days). The City reserves the right to revise the schedules as necessary.

4. The Contractor shall have a responsible supervisor on the job each workday. The supervisor shall be equipped with a cell phone so that we will be able to contact him or her during normal working hours, which are from 7:00 a.m. to 2:30 p.m., Monday through Saturday, excluding Holidays.

5. The Contractor shall meet weekly or as needed with City staff to review maintenance needs during normal working hours.

6. The Contractor shall maintain all Sites to a level of health and beauty acceptable to the City.

7. The Contractor is not responsible for any damages or conditions due to circumstances beyond his control, i.e. vandalism, weather, vehicle damage, tree roots, or City directed water shut offs.

8. The City shall have the right of approval of all plant materials, chemicals, fertilizers, and other required materials. The Contractor will provide an annual schedule for these activities.

9. The Contractor shall utilize City Facility bins on scheduled maintenance days for the disposal of trash, clippings and debris routinely generated on site.

10. If the Contractor fails to perform any maintenance activities to the City standards, after notification and reasonable response time, the City reserves the right to perform the necessary work, or hire another Contractor and deduct the costs, including administrative costs, from the Contractor’s payment. 2 11. Emergency call outs of City staff directly caused by the Contractor’s actions will be back charged to the Contractor. Emergency call outs of Contractor’s personnel outside of business hours, which are necessitated by circumstances other that Contractor’s negligence, shall be paid for by the City at current contract hourly rate, with a 4-hour minimum per employee. Emergency call outs shall be authorized by Public Works or Administration staff only.

12. Weeks that include holidays: The Contractor is to modify schedule to assure that all contracted areas are mowed, and all accumulated trash and debris is removed.

13. Weeks of inclement weather: Contractor shall mow and remove trash and debris from locations designated by the City within the working hours remaining in that particular 40-hour work week.

14. No extra work or change orders will be allowed unless prior approval is given by the City Engineer or his authorized representative, in writing.

15. A complete list of equipment rental rates shall be provided and approved by the City. Certified payrolls may be required at any time, and no extra pay will be provided.

16. EXTRA WORK: The City Engineer or designated representative shall have the right to authorize or direct the Contractor to do extra work that is not covered by the Special Provisions or Base Scope of Work. The Contractor shall not proceed with said extra work until the City agrees to the cost thereof. Compensation for all extra work shall include transportation and any necessary hand tools. The Contractor shall supply the labor as directed, at the hourly rate of $45. All parts and materials shall be supplied by the Contractor and will be paid at cost plus a 15% markup.

TURF AREAS

ACTIVITY
A. Mow - Mowers shall be equipped to catch clippings except for times mulching mowers can be used. Height depends on type and use of turf.

B. Edge - Walkways, Bomanite, mow strips, and utility boxes.

C. Areas approved by City for weed eating shall be trimmed to a height equal with mowing height.

D. Mechanical control of turf shall not be allowed around sprinkler heads, which pop up high enough to provide proper coverage.

E. Remove all debris, paper and bottles prior to mowing.

F. Fertilize - Complete Fertilizer four times a year to all turf areas.

G. De-thatch — Prior to over-seeding. Mow down is acceptable method to de-thatch.

Verticut method may be negotiated as an extra service.

H. Aerate all turf areas within contracted areas once a year. Remove all plugs next 3 mowing.

I. Over-seeding 20 lbs. per 1000 sq. ft. Seed to be furnished by the City and applied by the Contractor on turf areas. As per City request.

SHRUBS

ACTIVITY
A. Trim and shape shrubs and edge ground cover as needed to maintain consistent neat appearance.

B. Trimming of shrubs and hedges to be specified by the City.

C. Plant material shall be trimmed within contract areas and should not be allowed to grow into private property.

D. Remove dead portions and blossoms of plant material.

E. Replace declining plant material with same size and species at the Contractor’s expense if it has been determined that it was due to Contractor’s neglect.

F. Cultivate weeds from beds and planters, except during pre-emergent application.

G. Fertilize - Complete fertilizer as necessary to maintain slope area ground covers to high standard of health and growth.

TREE WELLS

ACTIVITY
A. Edge ground cover.

B. Remove weeds, debris and rake clean.

C. Sweep and/or blow soil and gravel back into well after maintenance activity.

D. Fertilize ground cover with complete fertilizer to maintain a lush vigorous growth.

HARDSCAPE

ACTIVITY
A. Remove weed growth in joints and cracks from walkways, Bomanite, mow strips, curbs, gutters and other hardscape, adjacent to landscaped areas.

B. Hardscape in or adjacent to City contracted landscape areas shall be kept clear of dirt, mud trash and debris which is either unsightly or unsafe.

C. Curb and gutters - Remove gravel and sand build up, pick up all debris. If blowers are used, the nozzles shall be operated parallel with the traffic; no material shall intentionally be blown towards traffic or towards the traveled way.

PEST CONTROL
4 ACTIVITY
A. M.S.D. Sheets - Contractor shall furnish to City, Material Safety Data Sheets for all materials, i.e., pesticides, fertilizers, etc., used in City contracted areas.

B. Contractor shall assure that their chemical applicators meet current regulations.

C. Pest control to include controllable pests, i.e. diseases, insects, gophers, etc. in all contract areas. Ground Squirrels and tree spraying shall be excluded.

IRRIGATION MAINTENANCE

ACTIVITY
A. The Contractor shall maintain the irrigation system in an efficient manner.

Excessive watering will not be allowed. Any water cost over the required amount per acceptable landscape standards may be back charged to the Contractor. The Contractor shall be notified in writing of over watering of any given area and shall be asked to rectify same. If over watering without cause continues, the Contractor may be back charged.

B. Irrigation maintenance shall consist of proper operation of system, check of system coverage, cleaning and adjustment of sprinkler heads, adjusting to proper grade any existing valve boxes and sprinkler heads, programming of controllers per seasonal requirements as per instructions by the City, and cleaning of controller enclosure.

C. Existing sprinkler heads shall be maintained at sidewalk or mow strip levels except where ground level is uniformly below concrete level.

D. System maintenance check and adjust as necessary to assure proper irrigation.

E. Controller and enclosures: Remove trash and debris, keep free of insects, and lubricate locks periodically for ease of operation. City will supply lubricant.

F. The contractor shall assure all controllers are turned off when requested by City, usually during periods of rain during normal working hours, Monday - Friday 7:00 a.m. - 2:30 p.m.

COLOR REPLACEMENT

ACTIVITY
No color areas shall be removed until new materials are available unless otherwise agreed; all areas shall be replanted within the same week they are removed, unless existing plants are in extreme decline and replacement color is not immediately available.

Any variation to this must be approved by the City prior to the work being done.

A. Change annual color - First two weeks of September.

B. Change annual color –First two weeks of December.

C. Change annual color – First two weeks of March.
5 D. Change annual color – First two weeks of June.

E. Color to be approved by City. (All schedules are dependent on variety availability).

F. Any color which is damaged or declines due to circumstances beyond Contractor’s control (i.e., frost, weather, vandalism, vehicle damage, etc.) shall be replaced at an extra cost.
1 EXHIBIT “B”

SCOPE OF WORK
SITE 1

LAKEVIEW CHILD CARE CENTER
11436 E. Joslin

ALL WORK IS TO BE SCHEDULED DURING SCHOOL OFF HOURS
WEEKLY

1. Removal of all trash and debris.

2. Mow turf to recommended height.

3. Edge along all walkways, mow strips, and mechanical boxes by mechanical means only.

4. Pick up/blow off clippings along sidewalks and out of sand areas. No debris is to blown out in the street or gutter areas.

5. Weed, rake and clean planters.

6. Clean out around sprinklers heads and valve boxes by mechanical means only at an acceptable height.

MONTHLY OR AS NEEDED

1. Trim and shape shrubs and ground cover.

2. Remove dead blossoms and properly maintain plant material.

3. Trim or remove any tree branches below 8 feet.

4. Check irrigation for proper operation, appropriate scheduling, coverage, breakage and leaks. Notify City staff when necessary.

ACTIVITIES PERFORMED PER MAINTENANCE SCHEDULE
Fertilization, weed control, aeration of turf areas, annual color change (plants paid at cost plus 15% markup)
Monthly Fee for Landscape Maintenance Services Site 1 $ 1,635.00 SITE 2

POLICE SERVICE CENTER AND EAST JERSEY PARKWAY
11576 TELEGRAPH ROAD
WEEKLY

1. Removal of all trash and debris.

2. Mow turf to recommended height.

3. Edge along all walkways, mow strips and mechanical boxes by mechanical means only

4. Pick up/blow off clippings along sidewalks and out of sand areas. No debris is to blown out in the street or gutter areas.
2 5. Weed, rake and clean planters.

6. Clean out around sprinkler heads and valve boxes by mechanical means only at an acceptable height.

MONTHLY OR AS NEEDED

1. Trim and shape shrubs and ground cover.

2. Remove dead blossoms and properly maintain plant material.

3. Trim or remove any tree branches below 8 feet.

4. Check irrigation for proper operation, appropriate scheduling, coverage, breakage and leaks. Notify City staff when necessary.

ACTIVITIES PERFORMED PER MAINTENANCE SCHEDULE
Fertilization, weed control, aeration of turf areas, annual color change (plants paid at cost plus 15% markup)
Monthly Fee for Landscape Maintenance Services for Site 2 $ 1,524.00 SITE 3

LOS NIETOS ROAD AT NORWALK BOULEVARD, NORTHEAST CORNER
WEEKLY

1. Removal of all trash and debris.

2. Mow turf to recommended height.

3. Edge along all walkways, mow strips and mechanical boxes by mechanical means only

4. Pick up/blow off clippings along sidewalks and out of sand areas. No debris is to blown out in the street or gutter areas.

5. Weed, rake and clean planters.

6. Clean out around sprinkler’s heads and valve boxes by mechanical means only at an acceptable height.

MONTHLY OR AS NEEDED

1. Trim and shape shrubs and ground cover.

2. Remove dead blossoms and properly maintain plant material.

3. Trim or remove any tree branches below 8 feet.

4. Check irrigation for proper operation, appropriate scheduling, coverage, breakage and leaks. Notify City staff when necessary.

ACTIVITIES PERFORMED PER MAINTENANCE SCHEDULE
Fertilization, weed control, aeration of turf areas, annual color change change (plants paid at cost plus 15% markup)
Monthly Fee for Landscape Maintenance Services for Site 3 $596.00 *No extra work or change orders will be allowed unless prior approval is given by the City Engineer or authorized representative, in writing. 23 EXHIBIT “C”

SERVICE LOCATIONS AND AREAS
24 ITEM # 37

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members

FROM: René Bobadilla, P.E., City Manager

BY: Cuong Nguyen, Director of Community Development

SUBJECT: AUTHORIZATION TO ADVERTISE REQUEST FOR PROPOSALS (RFP)

FOR THE COMPREHENSIVE ZONING CODE UPDATE
DATE: November 12, 2024
RECOMMENDATION(S):

It is recommended that the City Council:
1) Authorize staff to advertise the Request for Proposals (RFP) for the Comprehensive Zoning Code Update, in accordance with the proposed bid schedule; and
2) Take such additional, related action that may be desirable.

FISCAL IMPACT
There is no fiscal impact associated with the authorization to advertise the RFP. Once a consultant is selected, staff will return to the City Council with a recommendation for the award of contract and an associated cost analysis.

BACKGROUND
The City’s Zoning Code, initially adopted in 1961, has served as the primary regulatory framework guiding land use and development in Santa Fe Springs for several decades.

Various ordinances have been passed over the years to amend its provisions, with the last comprehensive update occurring in 1995. As the community has continued to grow and evolve, the limitations and challenges of the existing Code have become increasingly evident. Structured for a different era, the Code often lacks the flexibility, clarity, and modern planning principles necessary to address current priorities, including technology, parking, open space, sustainability, and housing affordability. This Comprehensive Zoning Code Update aims to create a streamlined, user-friendly document that reflects contemporary planning practices and aligns with the goals of the City's latest CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024

Page 2 of 3 ends

comprehensive plan. Through this Request for Proposals (RFP), the City seeks a qualified consulting firm with expertise in zoning and land use law, public engagement, and urban planning to collaborate with staff and the community in crafting a Zoning Code that is clear, equitable, and aligned with the community's vision for future growth.

ANALYSIS
The City is undertaking a comprehensive update to Chapter 155 (Zoning) of Title 15 (Land Usage) of its Municipal Code to modernize and improve clarity and efficiency. The City seeks a qualified consultant to lead this effort, with a key objective of streamlining the development review process, refining duplicative requirements, and reducing the range of issues subject to discretionary review. The consultant will collaborate with City staff, stakeholders, and the public to identify and address problematic areas of the Code. Key improvements include consolidating redundant sections, clarifying standards, and aligning regulations with industry best practices, particularly in parking requirements.

To ensure seamless integration with concurrent City planning efforts, the Comprehensive Zoning Code Update consultant will be expected to work closely with the consulting team selected for the development of the Town Center / Telegraph Corridor Specific Plan. The consultant’s responsibilities include a detailed assessment of the current Code, evaluating comparable codes from other cities, gathering public input, and drafting language for targeted issues. The project includes California Environmental Quality Act (CEQA) compliance, public outreach, and regular progress updates to the City Council.

Final deliverables will include draft and final versions of the updated Zoning Code, implementation guidance, and financial reporting to ensure the project stays within budget. This initiative, project to take approximately 24 months, aims to create a userfriendly, efficient Code that facilitates streamlined development and offers clear guidance to all stakeholders.

ENVIRONMENTAL
This action is exempt from the requirements of the California Environmental Quality Act (CEQA), as advertising the RFP has no direct impact on the environment.

DISCUSSION
The update aims to align zoning regulations with the City’s General Plan, address emerging development trends, improve clarity and usability, and incorporate best practices for sustainable growth. The selected consultant will engage City staff, stakeholders, and the public to identify areas for improvement, draft proposed code changes, and conduct outreach to ensure ongoing community input throughout the process. Updating the Zoning Code will support efficient land use, promote economic development, and facilitate a streamlined permitting process, ultimately enhancing quality of life and environmental stewardship in the City.

SUMMARY/NEXT STEPS
CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024

Page 3 of 3 ends

Upon City Council authorization, staff will process to advertise the RFP within 15 business days.

ATTACHMENT(S):

A. Draft Scope of Work
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

Request for Proposals (RFP)
Comprehensive Zoning Code Update
Objective Summary:

The City seeks to streamline and modernize its Zoning Code, ensuring improved clarity, efficiency, and alignment with community needs. Key tasks include extensive public engagement, environmental review and CEQA compliance, and integration with concurrent Specific Plan project. Expected outcomes include a simplified Zoning Code with user-friendly tools for staff and stakeholders.

Scope of Services:

The City seeks proposals from qualified consultants to provide professional services to assist in a comprehensive update to the Zoning Code (Chapter 155 of Title 15 of the Municipal Code). The primary purpose of this project is to modernize the City’s Zoning Code to improve clarity and efficiency. The consultant will work closely with City staff and key stakeholders, including the public, to identify issues in the Zoning Code and to propose draft language and programs to address such issues. Subsequently, the consultant will work closely with City staff and relevant City departments to ensure that the Zoning Code update aligns with other City projects and goals.

The local community has indicated that there is a need to reform the development review process, reducing the amount of time it takes to review projects, and narrowing the scope of items that require a discretionary design review. The City is interested in hearing suggestions for simplifying the process and procedures. Several required findings and/or criteria must be satisfied for each type of permit. Some of these findings and criteria are duplicative and can be better articulated or consolidated. In response, the City is seeking to rethink how the code can be implemented. The consultant may explore exemptions, process improvements, and guidelines for the update.

The Comprehensive Zoning Code Update must include a comprehensive overview of all zones to remove duplicate language and unnecessarily complex code provisions and reduce the multiple ways that certain standards are interpreted or implemented. Several standards are currently placed in multiple areas of the Zoning Code and need to be consolidated. For example, all definitions should be consolidated into the “Definitions” section. Additionally, the list of allowable uses along Telegraph Road is embedded into each zone rather than a Specific Plan or overlay zone. A person unfamiliar with the Zoning Code may have difficulty locating all of the regulations that pertain to a project. The standards should be organized logically and written with language that is easy to understand and apply to increase the likelihood that an applicant’s initial application submittal meets the City’s Zoning Code. As part of the Comprehensive Zoning Code Update, the City will also evaluate its parking standards and explore amendments to align with industry best practices, ensuring accurate capture of parking demands according to land use.

The City is currently undertaking a Specific Plan project for the Town Center Telegraph Corridor that runs concurrently with this Comprehensive Zoning Code Update. It is essential that both projects are coordinated to ensure consistency between the Zoning Code and the Specific Plan. The consultant will be expected to work closely with the team handling the Specific Plan to avoid conflicting provisions and ensure cohesive land use regulations.

In summary, the Comprehensive Zoning Code Update will require a consultant to conduct a complete review of the Zoning Code, identify especially difficult, duplicative, or unnecessarily complex code sections, propose language to resolve identified issues as well as utilize tables, flowcharts, images, and graphics to aid in understanding complex zoning concepts, and last but not least, reorganize and simplify the individual chapters.

This update will respond to the needs of the residents, design professionals, businesses, City staff, and other stakeholders.

Please note, that the City invites the consultant to propose recommendations or adjustments as desired to how this scope of services can be better fulfilled to increase efficiency and effectiveness. The City and stakeholders alike have high ambitions for this pivotal project and welcome creative and visionary thinking to maximize its success. The Scope of Services shall include five elements: 1) Timeline and Milestones; 2) Assessment; 3) Environmental Review; 4) Coordination with Concurrent Specific Plan Project; 5) Recommendations; and 6) Deliverables.

1. Timeline and Milestones: The consultant will develop a timeline and milestones for the project that align with the City’s budget. Each phase of the project should be planned with an awareness of the financial limitations, ensuring that all deliverables, public outreach, and meetings are accomplished within the allocated funds.
a. A kick-off meeting will be held with City staff, including representatives from key City departments, to refine the scope of services, discuss interdepartmental collaboration, and agree on an action plan. The action plan will outline regular progress check-ins with City staff and involve input from various departments, as needed, to ensure all relevant stakeholders are aligned throughout the process;
b. The consultant shall prepare an action plan with phases of work and a schedule to accomplish the action plan that identifies minor milestones, including regular meeting dates with staff and work product review deadlines, and major milestones, including a public outreach program. The City anticipates the update will take approximately 24 months. The public outreach program shall include the following:
i. Organize a minimum of five (5) public workshops on various topics related to the Zoning Code and key stakeholder group meetings (community groups, neighborhood groups, design professionals, etc.) to solicit feedback on scope and content, and formalize input received from the general public sessions.
ii. Two (2) joint public meetings with the City Council and Planning Commission, and at least two (2) City Council study sessions and quarterly updates to the City Council on key code sections. iii. Note: for the community workshops and public meetings, the consultant will be required to prepare public outreach, workshop, and meeting materials, attend and present at the community workshops and public meetings (including responding to questions), and provide a list of action items for consideration following each workshop and meeting.
c. The designated consultant team shall be available to work with City staff continuously throughout the duration of the project.
d. Meeting(s), in addition to those identified above in this Section V Scope of Work/Services (A), requested by the City will be billed at the hourly rate(s) specified in the Cost Proposal Section VII (F).

2. Assessment: At a minimum, the consultant’s assessment should include, but should not be limited to, the following activities:
a. Evaluation of Zoning Code. In collaboration with City staff, the consultant will review and evaluate the current Zoning Code (Chapter 155 of Title 15 of the City’s Municipal Code) including all pending and recently approved ordinances to determine the revisions necessary. Recent changes to the zoning code may not need updating.
b. Review of Application Process, Submittal Requirements, Staff Reports, and Planning Commission Hearings. The consultant will review project submittal requirements, a small sample of complex staff reports, review findings, variances, design review criteria, etc., and review records of Planning Commission hearings to become familiar with the implementation of the Zoning Code and review and approval process.
c. Research Zoning Codes from Other Cities. The consultant will study and provide examples of Zoning Codes from other cities to assist in identifying the best and most common practices.
d. Assessment of Public Comment. The consultant will organize and plan public workshops and propose methods to engage select stakeholder groups or segments along with professional facilitation. The consultant will compile and assess all public comments received during public workshops and use comments to inform the direction and scope of the code update. It is expected that the consultant will have the experience and competency to educate the general public on the planning principles and industry best practices that are informing the consultant-recommended code changes. e. Evaluation of the General Plan. The consultant will review and evaluate the current General Plan and all Elements to ensure that the Zoning Code updates are consistent with the current General Plan. Any necessary General Plan amendments will be flagged and draft language will be provided as a deliverable in the final documents.
f. Evaluation of other Specific Plans and Guidelines. The consultant will review and evaluate existing Zoning Code chapters that reference Specific Plans and Guidelines (specifically the Waste Disposal Incorporated Specific Plan, Freeway Overlay Zone, Landscaping Guidelines, and Signage Guidelines), and make recommendations to determine if changes are necessary as part of the Zoning Code update.

3. Environmental Review
a. California Environmental Quality Act (CEQA) Compliance. Prepare, post, respond, and file the necessary associated environmental documents for the Comprehensive Zoning Code Update and responses to public comments. This is a deliverable.

4. Coordination with Concurrent Specific Plan Project
a. Proposals should include a detailed plan for coordinating with the City’s concurrent Specific Plan project for the Town Center Telegraph Corridor.

Consultants should demonstrate how they will ensure alignment between the Zoning Code Update and the Specific Plan, including approaches for joint meetings, public outreach, and document consistency.

5. Recommendations
a. The consultant will make recommendations to City staff on updates to the Zoning Code and affected General Plan elements, including zoning and General Plan maps. Staff will consider recommendations and provide feedback to the consultant. Consultant and staff will discuss how to implement comments from workshops and public meetings. Ultimately, the consultant will prepare a draft Zoning Code Update to submit to the Planning Commission and City Council. After input from the Planning Commission, the City Council, and comments at the public meetings, the consultant will prepare the final Zoning Code, including agenda reports, ordinances, resolutions, etc. The consultant will also be asked to prepare a list of implementation measures that require follow-up. For example, required updates to GIS layers that may have changed through the code update, required updates to the City’s Community Development webpage and public handouts, etc.

6. Deliverables
a. Timeline with Milestones. Delivered in writing, as described above. b. Detailed Public Outreach Program and Response to Comments. The public outreach program will be developed in collaboration with City staff and relevant departments to ensure that a comprehensive view of the City’s needs is communicated to the public. Consultants are encouraged to provide an outreach strategy specifying tools like surveys and online engagement methods to reach diverse demographics. A process for analyzing, documenting, and integrating feedback from the public and stakeholders is essential, ensuring measurable engagement outcomes are captured.
c. Marketing. Prepare a public participation program complete with a branding and marketing strategy and a website for public engagement, as described above.
d. Materials. Prepare public meeting presentation materials, memos, letters, website content, and other documents as requested by City staff, including preparation of staff reports and exhibits for the Planning Commission and City Council.
e. Training Materials. Provide training materials to assist City staff in educating both current and new employees on understanding the updates to the Zoning Code.
f. CEQA Compliance. Prepare, post, respond, and file the necessary associated environmental documents for the Comprehensive Zoning Code Update and responses to public comments.
g. Accompanying Documents. As described above, the consultant will prepare agenda reports, ordinances, resolutions, etc., necessary for the adoption of the Comprehensive Zoning Code Update. The consultant will also deliver a list of implementation measures.
h. Draft and Final Documents. The consultant will prepare (1) a reproducible copy in Microsoft Word of the draft Zoning Code Update, also known as “red-line” versions. The consultant will also provide one (1) reproducible copy of the final version, including any changes to the draft required by City officials, for adoption. A draft and final copy of all CEQA documents are required.
i. Financial Reporting. The consultant will be responsible for ensuring that all deliverables, including public outreach, environmental review, and the final Zoning Code Update, are completed within the City’s project budget. The consultant may also be required to provide periodic budget updates to City staff to track progress against the allocated financial resources.

ITEM # 38

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members

FROM: René Bobadilla, P.E., City Manager

BY: Cuong Nguyen, Director of Community Development

SUBJECT: APPROVAL OF THREE OPERATING AGREEMENTS WITH CLEAR

CHANNEL OUTDOOR, LLC FOR POSTER BILLBOARD CONVERSION
DATE: November 12, 2024
RECOMMENDATION(S):

It is recommended that the City Council:
1) Adopt Resolution No. 9935, approving three (3) Operating Agreements between the City of Santa Fe Springs and Clear Channel Outdoor, LLC, allowing Clear Channel Outdoor, LLC to convert five existing static poster billboard faces to electronic poster billboards; and
2) Direct the City Attorney to make clarifying changes necessary to effectuate the intent of the Agreements; and
3) Take such additional, related action that may be desirable.

FISCAL IMPACT
Pursuant to the Operating Agreements, Clear Channel Outdoor, LLC will provide the following public benefits: 1) a one-time processing fee of $50,000 ($10,000 per sign face); 2) a onetime economic development fee of $50,000 ($10,000 per sign face); 3) an annual development fee totaling $50,000 per year ($10,000 per sign face) with a 3% annual escalation; and 4) City use of the digital billboards for advertising public service announcements and City-related public messages at no charge to the City, subject to available space. These public benefits will be new sources of General Fund revenue. The $50,000 annual fee will be ongoing revenue for the term of the Operating Agreements and will increase by 3% annually. Additionally, as per the Operating Agreements, Clear Channel will be reimbursing the City for the costs of drafting the Operating Agreements.

BACKGROUND
A poster billboard is a billboard whose sign face measures no less than two hundred (200) square feet and no more than three hundred (300) square feet in area. Poster billboards CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024

Page 2 of 3 ends

can have static advertising faces with printed advertisements, or they can have electronic faces whereby advertisements are digitally displayed. Clear Channel Outdoor operates 16 static poster billboard faces on 11 structures in Santa Fe Springs. There are no existing electronic poster billboards in the City.

On October 15, 2024, the City Council adopted Ordinance No. 1146 to establish procedures for converting existing static poster billboards to electronic poster billboards.

The intent was to allow for modernization of existing static poster billboards in exchange for reducing the overall number of static poster billboards. For every existing static poster billboard that is converted to an electronic poster billboard, a minimum of one additional static poster billboard must be removed. Billboard owners are required to enter into an operating agreement with the City and the operating agreement must include compensation to the City, utilization by the City to display messages of community interest and information, utilization for Amber Alerts and emergency disaster communications, quality and maintenance standards, and the removal of existing poster billboard on a oneto-one ratio.

ANALYSIS
Section 155.537 of the Santa Fe Springs Municipal Code allows for static poster billboards to be converted to electronic poster billboards in exchange for public benefits.

The five billboard faces to be converted are:
 A single-faced 12’ x 25’ static poster billboard located at 9640 Santa Fe Springs Road (APN 8167-002-028)
 A double-faced 12’ x 25’ static poster billboard located on railroad right-of-way 1,000’ southwest of the intersection of Santa Fe Springs Road and Slauson Avenue (APN 8168-011-803)
 A double-faced 12’ x 25’ static poster billboard located at 13352 Imperial Highway (APN 8044-001-007)
The five billboard faces to be removed are:
 A double-faced 12’ x 25’ static poster billboard located south of 10634 Shoemaker Avenue (APN 8011-014-075)
 A double-faced 12’ x 25’ static poster billboard located north of 10715 Shoemaker Avenue (APN 8011-017-808)
 A single-faced 12’ x 25’ static poster billboard located south of 10620 Pioneer Blvd. (APN 8009-025-800)
For each static poster billboard face that is converted to an electronic poster billboard face, the City will receive the following:
 A one-time processing fee of $10,000
 A one-time economic development fee of $10,000
 An annual development fee of $10,000 with a 3% annual escalation For five converted poster billboard faces, the City will receive $50,000 in processing fees, $50,000 in economic development fees, and an annual development fee of $50,000 with a 3% escalation. Additionally, as per the Operating Agreements, Clear Channel will be reimbursing the City for the costs of drafting the Operating Agreements.

CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024

Page 3 of 3 ends

ENVIRONMENTAL
This action is exempt from the requirements of the California Environmental Quality Act (CEQA) per Section 15061(b)(3), the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Entering into an operating agreement would not be an activity with potential to cause significant effect on the environment, and therefore is exempt from CEQA.

DISCUSSION
N/A

SUMMARY/NEXT STEPS
Upon full execution of the Operating Agreements, the Developer/Clear Channel will prepare and submit engineering drawings and specifications to plan check, secure necessary approvals with Caltrans, and submit proof of insurance to the City. The Developer/Clear Channel will pay the one-time processing fee, the one-time economic development fee and the annual installments of the development fee in accordance with the established schedule identified in the Operating Agreements.

ATTACHMENT(S):

A. Resolution No. 9935
a. Exhibit A – Operating Agreement (OA) No. 01-2024, subject to City Attorney approval as to form
b. Exhibit B – Operating Agreement (OA) No. 02-2024, subject to City Attorney approval as to form
c. Exhibit C – Operating Agreement (OA) No. 03-2024, subject to City Attorney approval as to form
ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

APPROVED:

ITEM NO.:

RESOLUTION NO. 9935

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS REGARDING THREE OPERATING AGREEMENTS (OA NO. 01-2024, OA NO. 02- 2024, AND OA 03-2024) WITH CLEAR CHANNEL OUTDOOR, LLC FOR POSTER

BILLBOARD CONVERSIONS
WHEREAS, On October 15, 2024, the City Council of the City of Santa Fe Springs (“City Council”) adopted Ordinance No. 1146 to establish procedures for converting existing static poster billboards to electronic poster billboards; and WHEREAS, the intent of Ordinance No. 1146 was to allow for the modernization of existing static poster billboards in exchange for reducing the overall number of static poster billboards within the City of Santa Fe Springs (“City”); and WHEREAS, pursuant to Ordinance No. 1146, billboard owners are required to enter into an operating agreement with the City and the operating agreement must include: (i) compensation to the City; (ii) the utilization of the electronic poster billboard by the City to display messages of community interest and information, and public safety; (iii) the utilization by the City (or other appropriate agencies) to display "Amber Alert" messages and emergency-disaster communications; (iv) to establish quality and maintenance standards; and (v) the removal of other existing poster billboards on a one to one (1:1) ratio, at a minimum; and
WHEREAS, Clear Channel Outdoor, LLC (“Clear Channel”) owns and operates static billboard faces within the City; and
WHEREAS, Clear Channel requested that it be allowed to convert certain static billboard faces and remove other billboard faces, and subsequently submitted Operating Agreement Nos. 01-2024, 02-2024 and 03-2024 for City approval; and WHEREAS, the City Council has considered the operating agreements and the written reports presented at the City Council Meeting on November 12, 2024, concerning Operating Agreement Nos. 01-2024, 02-2024 and 03-2024; and

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS HEREBY RESOLVES AS FOLLOWS:

Section 1. Recitals. The City Council finds and determines that the foregoing recitals of fact are true and correct.

Section 2. CEQA Compliance. This action is exempt from the requirements of the California Environmental Quality Act (CEQA) per Section 15061(b)(3), the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. Entering into an operating agreement would not be an activity with potential to cause significant effect on the environment, and therefore is exempt from APPROVED:

ITEM NO.:

CEQA. Therefore, no environmental analysis is required, and staff is authorized and directed to file a Notice of Exemption with the County of Los Angeles.

Section 3. Findings. Under Ordinance No. 1146, and specifically Section 155.537 (Static Poster Billboard Conversation Program) of the City’s Zoning Ordinance. The conversion of an existing static poster billboard to an electronic poster billboard shall only be permitted when the City has entered into an operating agreement with an electronic poster billboard owner to allow for an electronic poster billboard under certain circumstances; including (i) compensation to the City; (ii) the utilization of the electronic poster billboard by the City to display messages of community interest and information, and public safety; (iii) the utilization by the City (or other appropriate agencies) to display "Amber Alert" messages and emergency-disaster communications; (iv) to establish quality and maintenance standards; and (v) the removal of other existing poster billboards on a one to one (1:1) ratio, at a minimum. In its review of the proposed Agreements, the City Council finds and determines that the proposed Operating Agreements meet the aforementioned requirements and approves of the Operating Agreements attached hereto as Exhibits A, B, and C, subject to City Attorney approval as to form.

Section 4. 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.

PASSED AND ADOPTED, this 12th of November 2024, by the City Council of the City of Santa Fe Springs by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Jay Sarno, Mayor
ATTEST:
______________________________________
Fernando Muñoz, CMC, Deputy City Clerk
APPROVED:

ITEM NO.:

Exhibit “A”
Operating Agreement No. 01-2024
9640 Santa Fe Springs Road (APN 8167-002-028)
APPROVED:

ITEM NO.:

Exhibit “B”
Operating Agreement No. 02-2024
Railroad right-of-way 1,000’ southwest of the intersection of Santa Fe Springs Road and Slauson Avenue (APN 8168-011-803)
APPROVED:

ITEM NO.:

Exhibit “C”
Operating Agreement No. 03-2024
13352 Imperial Highway (APN 8044-001-007)

Exempt From Recording Fee Per Gov. Code §6103]
OPERATING AGREEMENT NO._01-2024
This Operating Agreement (hereinafter “Agreement”) is entered into this 4th day of November 2024 (hereinafter the “Effective Date”), by and between the CITY OF SANTA FE SPRINGS (hereinafter “City”), and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (hereinafter “Developer”).

RECITALS
A. The City of Santa Fe Springs, California (the “City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and B. The City Council adopted Ordinance No. 1146 on October 15, 2024, establishing a poster billboard conversion program, such that the conversion of an existing static poster billboard to an electronic poster billboard shall only be permitted when the City has entered into an Operating Agreement with an electronic poster billboard owner; and C. Developer has a leasehold interest in that certain portion of real property located at or near the intersection of Santa Fe Springs Road and Los Nietos Road in the City of Santa Fe Springs, Assessor Parcel Number (APN) 8167-002-028 as more specifically described in Exhibit “A” and depicted in Exhibit “C-1”, attached hereto and incorporated herein (the “Site”), upon which Developer currently owns and operates an existing lawfully-permitted single-faced 12’ x 25’ outdoor advertising sign with one printed display face. Developer seeks to replace sign in place as a double-faced 12’ x 25’ outdoor advertising sign with one digital display face such as the one depicted in Exhibit “C-1” (hereinafter, the “Digital Billboard”). The term the “Project” is hereinafter used to describe the development project described above and that is the subject of this Agreement.

D. The Site is located within the City’s Industrial Zone, designated by the General Plan as Industrial Land Use. The City has determined that the Project contemplated herein complies with the City’s Zoning Ordinance, which is found in Chapter 155 of the Code of Santa Fe Springs (the “Code”). Developer and the City agree that an operating agreement should be approved and adopted to memorialize the property expectations of the City and Developer, as more particularly described herein.

E. City and Developer agree and acknowledge that the outdoor advertising sign conversion contemplated herein complies with, and serves the purposes enumerated in, California Business & Professions Code Section 5200 et seq. (the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412 and 5443.5 and incorporated by reference in the Code as well as the City’s regulations regarding signage in the City, which are set forth in Chapter 155, Zoning, Section 155.515 et seq., as amended.

F. In exchange for the approvals sought to convert the printed faces currently existing at the Site to the Digital Billboard, as described above, Developer has offered to:

1. Pay to the City an annual Development Fee, as defined and provided in Section 2.5 below, for the cost to the City to ameliorate the impact of the installation of the digital sign panels on the Digital Billboard; and

2. Pay to the City a one-time Processing Fee and a one-time Economic Development Fee, as are also defined in Sections 2.4 and 2.6, respectively; and

3. On a space-available basis, provide advertising space free of charge to City for the display of community messaging and public service messaging as describe more fully in Section 3. Such space-available free advertising time shall be equally distributed through the hours of operation of the Digital Billboard; and

4. Reimburse the City for the costs of making this Agreement; and

5. Remove the single-faced static billboard located south of 10620 Pioneer Boulevard, Assessor Parcel Number (APN) 8009-025-800.

G. The Site is located within the City’s Industrial Zone, designated by the General Plan as Industrial Land Use. Developer and the City agree that an operating agreement should be approved and adopted to memorialize the property expectations of the City and Developer, as more particularly described herein.

H. On October 15, 2024, the City Council of the City, at a duly noticed hearing, approved by Resolution No. 1146 this Agreement, finding that this Agreement: (1) is in the best public interest of the City and its residents; (2) constitutes a present exercise of the City’s police power; (3) will not be detrimental to the public’s health, safety, or general welfare; and (4) is consistent with the City’s General Plan.

I. 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, and the orderly development, relocation and distribution of existing displays to more appropriate locations within the City, while allowing for the incorporation of modern technology into relocated displays as part of the City’s planned development.

J. 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”).

K. In exchange for the benefits to the City described in the Agreement, together with other public benefits in this agreement that will result from the development of the Project (as defined below), Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with Land Use Regulations (as defined below), and therefore desires to enter into this Agreement.

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 Operating 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 digital display faces on the Digital Billboard become Operational.

1.1.6 “Developer” means Clear Channel Outdoor, LLC, a Delaware limited liability company and its successors and assigns, duly existing and operating, and doing business at 19320 Harborgate Way, Torrance, CA 90501.

1.1.7 “Development” means the conversion of an existing static poster billboard to an electronic poster billboard.

1.1.8 “Development Approvals” means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary permits and approvals required from the California Department of Transportation (“CalTrans”), if applicable. Pursuant to Article 19, Sections 15300 and 15302 of the California Environmental Quality Act (“CEQA”) guidelines, digital sign conversions are categorically exempt from CEQA review, as the development contemplates only the replacement or reconstruction of sign faces on the existing structures on the Site, involving digital panels of the same size, purpose, and capacity as the printed faces they replace.

1.1.9 “Digital Billboard” shall have the meaning set forth in the Recitals

1.1.10 “Effective Date” means the date when all the following have occurred: (i) the Agreement is signed by both Developer and City, (ii) the Agreement is approved by Resolution No. 1146 and effective, and not subject to referendum, (iii) all conditions precedent to its effectiveness have been satisfied, and (iv) after expiration of all applicable appeal periods.

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

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 Digital 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’s name] (“Owner”), the owner of the site 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 “Operational” means the Digital Billboard is capable, legally and functionally, of displaying advertising on the digital displays because it is connected to a permanent source of power.

1.1.16 “Project” shall have the same meaning set forth in the Recitals.

1.1.17 “Site” refers to the site described in Recital B and more specifically described on Exhibit “A” attached hereto and incorporated herein.

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

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

1.1.20 “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.

1.1.21 “Subsequent Development Approvals” means any Development Approvals sought by Developer in connection with future changes desired to be made by Developer to the Development following its initial completion. Consistent with the Outdoor Advertising Act (Bus. & Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals, but enhancement modification or other change requires approval.

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

1.1.23 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 of Site), 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. 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, except as provided under Section 8.1. Additionally, if Developer’s leasehold or license interest is prematurely terminated by Owner, then Developer shall have no further obligations under this Agreement for that particular Site, except as provided under Section 8.1. Subject to applicable law, the parties may consider relocation if Developer’s leasehold interest in the Site is prematurely terminated.

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 twenty (20) 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 Digital Billboard constructed pursuant to the terms hereof, other than its removal for repair or replacement. After said twenty (20) year initial term, Development shall have the option to extend this Agreement for an additional term of ten (10) years. Developer shall exercise that option by providing written notice to the City at least one hundred eighty (180) days before expiration of the initial term. Notwithstanding the foregoing, the (i) if Developer is unable, for reasons beyond Developer’s control, to obtain or maintain any permits necessary for the operation of the Digital Billboard; (ii) if the use of the digital faces is prevented or restricted by law, (iii) if, by some cause beyond Developer’s control, the operation of the Digital Billboard becomes impossible; or (iv) if the Site Lease is terminated, then Developer shall have the right to terminate the Agreement. Within thirty (30) days after the expiration or termination of this Agreement, the parties shall execute a written cancellation of this Agreement which shall be recorded with the County Recorder pursuant to Section 10.1 below. The term of

this Agreement supersedes any amortization period that may apply under the Code as to any non-conformity as applied to the Site.

2.4. Processing Fee. The Developer shall pay the City a one-time processing fee (“Processing Fee”) in the amount of Ten Thousand Dollars ($10,000.00). 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. The Processing Fee shall be paid by Developer to City within 30 days of the date that the City issues a permit for the Project.

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 in the amount of Ten Thousand Dollars ($10,000.00) per digital display faces to the City (“Development Fee”) 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. The Development Fee shall be payable in twelve (12) monthly installments, with the first installment due on the first day of the month following the date that the Digital Billboard is Operational (such date, the “Development Fee Commencement Date”). Monthly installment payments shall continue the first day of each subsequent month in the term of this Agreement.

2.5.1. Developer shall notify the City in writing when the digital display faces on the Digital Billboard become Operational for the purpose of determining the Development Fee Commencement Date, however in no event shall this be later than one hundred eighty (180) days from the Effective Date of this Agreement.

Notwithstanding the preceding sentence, in the event that Developer is diligently pursuing all governmental and third party permits and/or approvals in addition to any other third-party work that need be completed in order for the Digital Billboard to become operational (such as any state approvals or approvals for Southern California Edison hookups or upgrades), then the time period set forth in the preceding sentence shall be extended for another One Hundred Eighty (180) days upon written notice to the City. Developer shall keep the City updated as to its efforts in these regards. The City’s issuance of a permit shall not be unreasonably withheld, provided the issuance of a permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable codes and standards.

2.6. One-Time Economic Development Fee. Developer shall pay a one-time Economic Development Fee in the amount of Ten Thousand Dollars ($10,000) per Project. Such Economic Development Fee shall be due to the City on the first day of the month following the Effective Date.

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, on a space-available basis, free advertising space on the digital display faces on the Digital Billboard for purposes of posting public service announcements and City-related advertising or announcements (“City Messages”).

This time shall be the equivalent of one “spot” within the regular rotation. Such space-available free advertising time to City shall be equally distributed through the hours of operation of the Digital Billboard.

3.2. Provision of Copy and Representations. The City shall submit all proposed copies of City Messages to Developer not less than five (5) business days prior to the date the copy is proposed to be eligible for display, and, with the exception of Public Service Messages described in Section 3.5, the City shall notify Developer in writing not less than twenty (20) days prior to a requested display date. All proposed copy shall be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove a copy and remove a copy once posted or displayed. Any content provided by City shall be owned and belong exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. It is expressly understood and agreed that, absent approval from Developer, City Messages shall not include any names, logos or marks associated with any third-party non-governmental person or entity, or any products or services associated with any third-party non-governmental person or entity.

3.3. Mutual Representations and Warranties.

3.3.1. City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement: (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party.

3.3.2. Developer represents and warrants that all copy, content and materials displayed by Developer under this Agreement: (i) are owned or duly licensed by Developer and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party.

3.4. Mutual Indemnification. Each Party (“Indemnifying Party”) mutually agrees to indemnify, defend and hold harmless the other Party (“Indemnified Party”) for, from and against, any claims, costs (including, but not limited to, court costs and reasonable attorneys’ fees), losses, actions or liabilities, arising from or in connection with any third party allegation that any portion of any City Message or Developer advertising infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence or willful misconduct of the Indemnified Party. The Indemnified Party shall promptly notify the Indemnifying Party of the existence of any claim, demand, or other matter, which the Indemnifying Party’s indemnification obligations under this Section would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.

3.5. Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space immediately available on the digital display faces on the Digital Billboard Faces for the purposes of displaying “Amber Alert” or other similar public service or emergency messages (“Public Service Messages”), at no cost, and in accordance with local and regional emergency protocols.

3.6. 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 the digital display faces on the Digital Billboard to advertise tobacco, marijuana, hashish, “gentlemen’s clubs,” adult entertainment businesses, sexually oriented materials, use sexually oriented images or language, “obscene matter,” as that term is defined in California Penal Code section 311, or any matter that is prohibited by City ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act of the Business and Professions Code. Developer shall immediately remove any prohibited content upon notice from the City. If there is a dispute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved.

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 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 affect at the time the Operating Agreement was approved by the City Council, (2) applicable NPDES requirements pertaining to the Development, and (3) applicable building codes that were in affect at the time the Operating Agreement was 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 Digital 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 Digital Billboard.

Developer shall also maintain the Digital 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 City 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 Digital 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 8.1.

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 Operating Agreement and/or the Development Approvals.

However, this Operating Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and not on the Digital 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. DEVELOPER’S OBLIGATIONS AFTER EXPIRATION OR TERMINATION

6.1. Following the termination or expiration of this Agreement, Developer shall remove the digital display faces from the Digital Billboard and shall restore the printed display faces that were present at the Site before the conversion Project occurred. Such reversion back to printed display faces shall be completed within sixty (60) days after the termination or expiration of the Agreement. The City shall cooperate in providing any permits necessary for such work, if any.

7. REVIEW FOR COMPLIANCE.

7.1. Annual Review. Annually, within sixty (60) days after a written request from City, Developer shall demonstrate its good faith compliance with the terms hereof by providing a written report thereon. If the City Manager finds that Developer is not acting in good faith compliance with this Agreement, the City Manager shall schedule a hearing before the Planning Commission. The City shall provide Developer with written notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five (5) days prior to the hearing. The Planning Commission’s determination following such a hearing shall be based on substantial evidence, and shall be subject to appeal to the City Council. If the Planning Commission or City Council, as applicable, finds that the Developer is not in compliance with the terms of this Agreement, the provisions of Section 8 shall govern the parties’ rights.

7.2. 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.

7.3. Technological Status. The Parties acknowledge and agree that both City and Developer intend that Developer shall maintain and operate the Digital Billboard in conformance with best available technologies in the industry. If an annual written review report is requested by City as described above, Developer shall submit written documentation designed to demonstrate its compliance with this Section. Notwithstanding the foregoing, Developer shall not be required to actually install an upgrade more frequently than once every 10 years and may be required to do so upon term extension in Section 2.3.

7.4. City Rights of Access. The City, its officers, employees, agents and contractors, shall, in the exercise of the City’s police power, have the right, at their sole risk and expense, to enter the Site consistent with any rights the City has obtained by virtue of a recorded easement or other property interests or, if no such interests exist, upon exercise of its police power. If an emergency repair to a public improvement or public facility on the Site is required Developer acknowledges that the City may exercise its police power to enter the Site and conduct such repair after providing Developer and the Site owner with reasonable advance notice. The City also may access the Site in order to implement any of its lawful police powers to address any nuisance, dangerous condition, or other condition prohibited under the City’s ordinances.

7.5. 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 NonCompliance 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 NonCompliance 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 Non-Compliance 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 NonCompliance. 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 8; 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.

8. DEFAULT AND REMEDIES.

8.1. Termination of Agreement.

8.1.1. 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 7.5. In the event of a termination by the City under this Section 8.1.1, 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 Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination.

8.1.2. 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 7.5. 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 8.1.2, 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 Digital Billboard that is so terminated that equates to the percentage of time elapsed in the year of the Term at the time of termination.

8.1.3. 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 Digital Billboard pursuant to Section 2.3, or (iv) any continuing obligations to indemnify other parties.

8.1.4. The termination rights set forth in this Section are in addition to those limited termination rights of Developer as set forth in Section 2.3.

8.2. Remedies.

8.2.1. Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non-defaulting party shall have the right to: (i) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (ii) bring any action at law or in equity to compensate the non-defaulting party for all the detriment proximately caused by the defaulting party’s default; provided, however, that Developer’s sole and exclusive remedy shall be specific performance and Developer shall not have the right to recover monetary damages (compensatory, consequential, punitive, or other) against the City other than attorneys’ fees to the extent provided in Section

10.13 below, and the City shall only have the right to recover actual, direct damages (and not consequential or punitive damages) against Developer, as well as attorneys’ fees to the extent provided in Section 10.13 below.

9. INSURANCE, INDEMNIFICATION AND WAIVERS.

9.1. Insurance.

9.1.1. 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 9.2. 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 Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) for any one accident or occurrence, and at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to 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.

9.1.2. 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.

9.1.3. 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 7.5, may view such failure or refusal to be a default hereunder.

9.2. Indemnification.

9.2.1. General. To the fullest extent permitted by law, Developer shall indemnify the City and Owner, and their respective officers, employees, and agents (“Indemnitees”) 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. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the Indemnitees with the fullest protection possible under the law.

Developer acknowledges that Indemnitees would not enter into this Agreement in the absence of Developer’s commitment to indemnify, defend and protect Indemnitees as set forth herein.

Notwithstanding the foregoing, to the extent Developer’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Developer. Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Indemnitees. (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 first approved by the City and 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.
(c) City shall have the right to offset against the amount of any compensation due to Developer under this Agreement, any amount due to City from Developer as a result of Developer’s failure to either pay City promptly for any costs associated with Developer’s obligations to indemnify the Indemnitees under this Section, or related to Developer’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.
(d) The obligations of Developer under this Section will not be limited by the provisions of any workers’ compensation act or similar act. Developer expressly waives its statutory immunity under such statutes or laws as to City and City’s elected and appointed officials, officers, employees, agents, and volunteers. (e) Developer agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Section from each and every contractor and subcontractor or any other person or entity involved by, for, with or on behalf of Developer in the performance of this Agreement. In the event Developer fails to obtain such indemnity obligations from others as required herein, Developer agrees to be fully responsible and

indemnify, hold harmless and defend City and City’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Developer’s contractors and subcontractors or any other person or entity involved by, for, with or on behalf of Developer in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice. (f) City does not and shall not waive any rights that it may possess against Developer because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

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

9.2.3. 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 to any person or property whatsoever caused by Developer; (b) Any failure of Developer to comply with performance of all of the provisions of this Agreement;
(c) Any harm, delays, injuries or other damages incurred by any party as a result of any subsurface conditions on the Site caused solely by Developer, including but not limited to, the presence of buried debris, hazardous materials, hydrocarbons, or any form of soil contamination.

9.2.4. 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 9.2.2 above.

9.2.5. Period of Indemnification. The obligations for indemnity under this Section 9.2 shall begin upon the Effective Date and shall survive termination or normal expiration

of this Agreement and is in addition to any other rights or remedies which the City may have at law or in equity .

9.3. 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.

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. 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.

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). 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: Clear Channel Outdoor, LLC
19320 Harborgate Way
Torrance, CA 90501
Attn: Vice President, Real Estate & Public Affairs
With a copy to: Clear Channel Outdoor, LLC
2325 E. Camelback Road, Suite 250
Phoenix, AZ 85016
Attn: Operations Counsel

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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.

BY THE CITY OF SANTA FE SPRINGS
By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Developer:

CLEAR CHANNEL OUTDOOR, LLC,
a Delaware limited liability company

Bryan Parker, Executive Vice President
Real Estate and Public Affairs

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

State of California )
County of Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity(ies), and that by his/her signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

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

State of California )
County of Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity(ies), and that by his/her signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
2 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:

Legal Description:

TR=RESURVEY OF GUNN AND HAZZARDS PLAT OF THE CULLEN TRACT LOT COM N 39 31' E 40 FT AND N 50 30' W 1268.16 FT AND N 39 31' E 567.5 FT FROM MOST S COR OF LOT 5 TH N 50 30' W TO SE LINE OF SANTA FT TO BEG POR OF LOT 5
APN: 8167-002-028.
3 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 currently owns and operates an existing lawfullypermitted double-faced 12’ x 25’ outdoor advertising sign with one printed display face.

Developer shall replace sign in place as a double-faced 12’ x 25’ outdoor advertising sign with one digital display face. 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 5.3 of the Agreement, at the time that the building permit is issued for the installation of the Digital 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 Digital 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) shall be in good repair, free of graffiti, rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction over the 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 applicable screening and City branding if damaged by the Development; (iii) the ongoing maintenance by Developer of any access road to the Digital Billboard if damaged by the Development and to minimize dust caused by the Development; and (iii) the repair, replacement and repainting of the Digital Billboard’s structures and displays as necessary to maintain such billboards in good condition and repair. (b) Maintenance of the Digital 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 4 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 7.4 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 Digital Billboard and applicable screening and City branding, 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 Community Development 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 “C1”, and shall be of the dimensions described in Section 1, above. (c) The size and design of each sign display of the Digital Billboard shall satisfy the requirements of Ordinance No. 1146, as depicted in the Site Plan at Exhibit “C-1” and Billboard Elevation at Exhibit “C-2” both approved by the City as part of the Development Approvals.
(d) Plans and specifications for the proposed installation of the Digital Billboard shall be submitted to the City Community Development and Building Departments for plan check and approval prior to the issuance of building permits and 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.
5 (g) Developer shall maintain the Digital 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 ordinance with jurisdiction over the facilities, unless the Development is exempted as a legal nonconforming use. (h) Developer shall, at all times, comply with the approval for the Digital 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 Digital Billboard is kept restricted to the general public to the extent permitted under local laws and by the Development Approvals.
(l) If any portion of the billboard or applicable screening and City branding installed on the Digital Billboard is damaged by the Development or becomes damaged or otherwise in need of replacement, as determined by the City’s Director of Community Development 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 Community Development or his or her designee if Developer shows unusual circumstances requiring more time to accomplish such replacement. (m) Developer shall use the existing billboard utilities and upgrade only if necessary. The utilities shall be screened or otherwise concealed to the extent practical, as determined by the Director of Community Development.
(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 off of the building permit for the Digital Billboard, the applicable screening and City branding 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 6 environment, the obligation to have automatic diming capabilities, as well as providing the City’s Director of Community Development 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 Director of Community Development 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. 7 EXHIBIT “C-1”
A demonstration of a sign similar to the one covered in this agreement. 8 EXHIBIT “C-2”

BILLBOARD ELEVATION
The elevation of the sign structure and the proposed digital faces shall be the same as the existing elevation of the sign structure and the printed faces that are currently installed.

EXHIBIT “D”

SCHEDULE OF PERFORMANCE

ITEM OF PERFORMANCE TIME FOR

PERFORMANCE REFERENCE

1. City's Planning Commission holds
public hearing and recommends
approval of Agreement and
Conditions of Approval

Recitals

2. City's City Council holds hearings
to approve Agreement by
Resolution No. 1146.

October 15, 2024; provided
Developer has fully executed the
Agreement Recitals

3. Effective Date of this Agreement. November 13, 2024; provided City Council
approves the Agreement by
Resolution No. 9935 and all
parties have fully executed
the Agreement

1.1.10 4. City to approve all construction
and engineering drawings and
specifications with a plan check
approval, and issue a building
permit and an electrical permit.

City agrees to any necessary
building or electrical permits need
for Developer to acquire the
Caltrans approvals. Developer
agrees not to commence
construction until it receives the
applicable Caltrans approvals.

Within 30 days of City's receipt
of Developer's construction
drawings and specifications
addressing all of City's
comments.

5. Developer to provide copy of
Caltrans approval to City
Prior to commencing any
inspections and work on the
Development. 5.3, 5.4

6. Developer to submit proof of
insurance to City.

Prior to commencing any
inspections and work on the
Development 9.1.2

7. Developer pays Processing Fee Thirty days from the date that the billboard becomes
Operational (Commencement
Date)

2.4 8. Developer pays City annual
installments of the Development
Fee
Within ninety (90 days)
following the Anniversary Date
and after the termination of the
Term.

2.5 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.

Exempt From Recording Fee Per Gov. Code §6103]
OPERATING AGREEMENT NO._02-2024
This Operating Agreement (hereinafter “Agreement”) is entered into this 4th day of November 2024 (hereinafter the “Effective Date”), by and between the CITY OF SANTA FE SPRINGS (hereinafter “City”), and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (hereinafter “Developer”).

RECITALS
A. The City of Santa Fe Springs, California (the “City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and B. The City Council adopted Ordinance No. 1146 on October 15, 2024, establishing a poster billboard conversion program, such that the conversion of an existing static poster billboard to an electronic poster billboard shall only be permitted when the City has entered into an Operating Agreement with an electronic poster billboard owner; and C. Developer has a leasehold interest in that certain portion of real property located at or near the intersection of Slauson Avenue and Santa Fe Springs Road in the City of Santa Fe Springs, Assessor Parcel Number (APN) 8168-011-803 as more specifically described in Exhibit “A” and depicted in Exhibit “C-1”, attached hereto and incorporated herein (the “Site”), upon which Developer currently owns and operates an existing lawfully-permitted double-faced 12’ x 25’ outdoor advertising sign with two printed display faces. Developer seeks to replace sign in place as a double-faced 12’ x 25’ outdoor advertising sign with two digital display faces such as the one depicted in Exhibit “C-1” (hereinafter, the “Digital Billboard”). The term the “Project” is hereinafter used to describe the development project described above and that is the subject of this Agreement.

D. The Site is located within the City’s Industrial Zone, designated by the General Plan as Railroad Right-of-Way Land Use. The City has determined that the Project contemplated herein complies with the City’s Zoning Ordinance, which is found in Chapter 155 of the Code of Santa Fe Springs (the “Code”). Developer and the City agree that an operating agreement should be approved and adopted to memorialize the property expectations of the City and Developer, as more particularly described herein.

E. City and Developer agree and acknowledge that the outdoor advertising sign conversion contemplated herein complies with, and serves the purposes enumerated in, California Business & Professions Code Section 5200 et seq. (the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412 and 5443.5 and incorporated by reference in the Code as well as the City’s regulations regarding signage in the City, which are set forth in Chapter 155, Zoning, Section 155.515 et seq., as amended.

F. In exchange for the approvals sought to convert the printed faces currently existing at the Site to the Digital Billboard, as described above, Developer has offered to:

1. Pay to the City an annual Development Fee, as defined and provided in Section 2.5 below, for the cost to the City to ameliorate the impact of the installation of the digital sign panels on the Digital Billboard; and

2. Pay to the City a one-time Processing Fee and a one-time Economic Development Fee, as are also defined in Sections 2.4 and 2.6, respectively; and

3. On a space-available basis, provide advertising space free of charge to City for the display of community messaging and public service messaging as describe more fully in Section 3. Such space-available free advertising time shall be equally distributed through the hours of operation of the Digital Billboard; and

4. Reimburse the City for the costs of making this Agreement; and

5. Remove the double-faced static billboard located south of 10634 Shoemaker Avenue, Assessor Parcel Number (APN) 8011-014-075).

G. The Site is located within the City’s Industrial Zone, designated by the General Plan as Railroad Right-of-Way Land Use. Developer and the City agree that an operating agreement should be approved and adopted to memorialize the property expectations of the City and Developer, as more particularly described herein.

H. On October 15, 2024, the City Council of the City, at a duly noticed hearing, approved by Resolution No. 1146 this Agreement, finding that this Agreement: (1) is in the best public interest of the City and its residents; (2) constitutes a present exercise of the City’s police power; (3) will not be detrimental to the public’s health, safety, or general welfare; and (4) is consistent with the City’s General Plan.

I. 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, and the orderly development, relocation and distribution of existing displays to more appropriate locations within the City, while allowing for the incorporation of modern technology into relocated displays as part of the City’s planned development.

J. 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”).

K. In exchange for the benefits to the City described in the Agreement, together with other public benefits in this agreement that will result from the development of the Project (as defined below), Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with Land Use Regulations (as defined below), and therefore desires to enter into this Agreement.

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 Operating 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 digital display faces on the Digital Billboard become Operational.

1.1.6 “Developer” means Clear Channel Outdoor, LLC, a Delaware limited liability company and its successors and assigns, duly existing and operating, and doing business at 19320 Harborgate Way, Torrance, CA 90501.

1.1.7 “Development” means the conversion of an existing static poster billboard to an electronic poster billboard.

1.1.8 “Development Approvals” means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary permits and approvals required from the California Department of Transportation (“CalTrans”), if applicable. Pursuant to Article 19, Sections 15300 and 15302 of the California Environmental Quality Act (“CEQA”) guidelines, digital sign conversions are categorically exempt from CEQA review, as the development contemplates only the replacement or reconstruction of sign faces on the existing structures on the Site, involving digital panels of the same size, purpose, and capacity as the printed faces they replace.

1.1.9 “Digital Billboard” shall have the meaning set forth in the Recitals

1.1.10 “Effective Date” means the date when all the following have occurred: (i) the Agreement is signed by both Developer and City, (ii) the Agreement is approved by Resolution

and effective, and not subject to referendum, (iii) all conditions precedent to its effectiveness have been satisfied, and (iv) after expiration of all applicable appeal periods.

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

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 Digital 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’s name] (“Owner”), the owner of the site 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 “Operational” means the Digital Billboard is capable, legally and functionally, of displaying advertising on the digital displays because it is connected to a permanent source of power.

1.1.16 “Project” shall have the same meaning set forth in the Recitals.

1.1.17 “Site” refers to the site described in Recital B and more specifically described on Exhibit “A” attached hereto and incorporated herein.

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

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

1.1.20 “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.

1.1.21 “Subsequent Development Approvals” means any Development Approvals sought by Developer in connection with future changes desired to be made by Developer to the Development following its initial completion. Consistent with the Outdoor Advertising Act (Bus.

& Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals, but enhancement modification or other change requires approval.

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

1.1.23 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 of Site), 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. 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, except as provided under Section 8.1. Additionally, if Developer’s leasehold or license interest is prematurely terminated by Owner, then Developer shall have no further obligations under this Agreement for that particular Site, except as provided under Section 8.1. Subject to applicable law, the parties may consider relocation if Developer’s leasehold interest in the Site is prematurely terminated.

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 twenty (20) 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 Digital Billboard constructed pursuant to the terms hereof, other than its removal for repair or replacement. After said twenty (20) year initial term, Development shall have the option to extend this Agreement for an additional term of ten (10) years. Developer shall exercise that option by providing written notice to the City at least one hundred eighty (180) days before expiration of the initial term. Notwithstanding the foregoing, the (i) if Developer is unable, for reasons beyond Developer’s control, to obtain or maintain any permits necessary for the operation of the Digital Billboard; (ii) if the use of the digital faces is prevented or restricted by law, (iii) if, by some cause beyond Developer’s control, the operation of the Digital Billboard becomes impossible; or (iv) if the Site Lease is terminated, then Developer shall have the right to terminate the Agreement. Within thirty (30) days after the expiration or termination of this Agreement, the parties shall execute a written cancellation of this Agreement

which shall be recorded with the County Recorder pursuant to Section 10.1 below. The term of this Agreement supersedes any amortization period that may apply under the Code as to any non-conformity as applied to the Site.

2.4. Processing Fee. The Developer shall pay the City a one-time processing fee (“Processing Fee”) in the amount of Ten Thousand Dollars ($10,000.00). 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. The Processing Fee shall be paid by Developer to City within 30 days of the date that the City issues a permit for the Project.

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 in the amount of Ten Thousand Dollars ($10,000.00) per digital display faces to the City (“Development Fee”) 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. The Development Fee shall be payable in twelve (12) monthly installments, with the first installment due on the first day of the month following the date that the Digital Billboard is Operational (such date, the “Development Fee Commencement Date”). Monthly installment payments shall continue the first day of each subsequent month in the term of this Agreement.

2.5.1. Developer shall notify the City in writing when the digital display faces on the Digital Billboard become Operational for the purpose of determining the Development Fee Commencement Date, however in no event shall this be later than one hundred eighty (180) days from the Effective Date of this Agreement.

Notwithstanding the preceding sentence, in the event that Developer is diligently pursuing all governmental and third party permits and/or approvals in addition to any other third-party work that need be completed in order for the Digital Billboard to become operational (such as any state approvals or approvals for Southern California Edison hookups or upgrades), then the time period set forth in the preceding sentence shall be extended for another One Hundred Eighty (180) days upon written notice to the City. Developer shall keep the City updated as to its efforts in these regards. The City’s issuance of a permit shall not be unreasonably withheld, provided the issuance of a permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable codes and standards.

2.6. One-Time Economic Development Fee. Developer shall pay a one-time Economic Development Fee in the amount of Ten Thousand Dollars ($10,000) per Project. Such Economic Development Fee shall be due to the City on the first day of the month following the Effective Date.

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, on a space-available basis, free advertising space on the digital display faces on the Digital Billboard for purposes of posting public service announcements and City-related advertising or announcements (“City Messages”).

This time shall be the equivalent of one “spot” within the regular rotation. Such space-available free advertising time to City shall be equally distributed through the hours of operation of the Digital Billboard.

3.2. Provision of Copy and Representations. The City shall submit all proposed copies of City Messages to Developer not less than five (5) business days prior to the date the copy is proposed to be eligible for display, and, with the exception of Public Service Messages described in Section 3.5, the City shall notify Developer in writing not less than twenty (20) days prior to a requested display date. All proposed copy shall be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove a copy and remove a copy once posted or displayed. Any content provided by City shall be owned and belong exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. It is expressly understood and agreed that, absent approval from Developer, City Messages shall not include any names, logos or marks associated with any third-party non-governmental person or entity, or any products or services associated with any third-party non-governmental person or entity.

3.3. Mutual Representations and Warranties.

3.3.1. City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement: (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party.

3.3.2. Developer represents and warrants that all copy, content and materials displayed by Developer under this Agreement: (i) are owned or duly licensed by Developer and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party.

3.4. Mutual Indemnification. Each Party (“Indemnifying Party”) mutually agrees to indemnify, defend and hold harmless the other Party (“Indemnified Party”) for, from and against, any claims, costs (including, but not limited to, court costs and reasonable attorneys’ fees), losses, actions or liabilities, arising from or in connection with any third party allegation that any portion of any City Message or Developer advertising infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence or willful misconduct of the Indemnified Party. The Indemnified Party shall promptly notify the Indemnifying Party of the existence of any claim, demand, or other matter, which the Indemnifying Party’s indemnification obligations under this Section would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.

3.5. Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space immediately available on the digital display faces on the Digital Billboard Faces for the purposes of displaying “Amber Alert” or other similar public service or emergency messages (“Public Service Messages”), at no cost, and in accordance with local and regional emergency protocols.

3.6. 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 the digital display faces on the Digital Billboard to advertise tobacco, marijuana, hashish, “gentlemen’s clubs,” adult entertainment businesses, sexually oriented materials, use sexually oriented images or language, “obscene matter,” as that term is defined in California Penal Code section 311, or any matter that is prohibited by City ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act of the Business and Professions Code. Developer shall immediately remove any prohibited content upon notice from the City. If there is a dispute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved.

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 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 affect at the time the Operating Agreement was approved by the City Council, (2) applicable NPDES requirements pertaining to the Development, and (3) applicable building codes that were in affect at the time the Operating Agreement was 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 Digital 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 Digital Billboard.

Developer shall also maintain the Digital 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 City 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 Digital 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 8.1.

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 Operating Agreement and/or the Development Approvals.

However, this Operating Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and not on the Digital 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. DEVELOPER’S OBLIGATIONS AFTER EXPIRATION OR TERMINATION

6.1. Following the termination or expiration of this Agreement, Developer shall remove the digital display faces from the Digital Billboard and shall restore the printed display faces that were present at the Site before the conversion Project occurred. Such reversion back to printed display faces shall be completed within sixty (60) days after the termination or expiration of the Agreement. The City shall cooperate in providing any permits necessary for such work, if any.

7. REVIEW FOR COMPLIANCE.

7.1. Annual Review. Annually, within sixty (60) days after a written request from City, Developer shall demonstrate its good faith compliance with the terms hereof by providing a written report thereon. If the City Manager finds that Developer is not acting in good faith compliance with this Agreement, the City Manager shall schedule a hearing before the Planning Commission. The City shall provide Developer with written notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five (5) days prior to the hearing. The Planning Commission’s determination following such a hearing shall be based on substantial evidence, and shall be subject to appeal to the City Council. If the Planning Commission or City Council, as applicable, finds that the Developer is not in compliance with the terms of this Agreement, the provisions of Section 8 shall govern the parties’ rights.

7.2. 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.

7.3. Technological Status. The Parties acknowledge and agree that both City and Developer intend that Developer shall maintain and operate the Digital Billboard in conformance with best available technologies in the industry. If an annual written review report is requested by City as described above, Developer shall submit written documentation designed to demonstrate its compliance with this Section. Notwithstanding the foregoing, Developer shall not be required to actually install an upgrade more frequently than once every 10 years and may be required to do so upon term extension in Section 2.3.

7.4. City Rights of Access. The City, its officers, employees, agents and contractors, shall, in the exercise of the City’s police power, have the right, at their sole risk and expense, to enter the Site consistent with any rights the City has obtained by virtue of a recorded easement or other property interests or, if no such interests exist, upon exercise of its police power. If an emergency repair to a public improvement or public facility on the Site is required Developer acknowledges that the City may exercise its police power to enter the Site and conduct such repair after providing Developer and the Site owner with reasonable advance notice. The City also may access the Site in order to implement any of its lawful police powers to address any nuisance, dangerous condition, or other condition prohibited under the City’s ordinances.

7.5. 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 NonCompliance 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 NonCompliance 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 Non-Compliance 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 NonCompliance. 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 8; 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.

8. DEFAULT AND REMEDIES.

8.1. Termination of Agreement.

8.1.1. 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 7.5. In the event of a termination by the City under this Section 8.1.1, 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 Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination.

8.1.2. 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 7.5. 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 8.1.2, 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 Digital Billboard that is so terminated that equates to the percentage of time elapsed in the year of the Term at the time of termination.

8.1.3. 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 Digital Billboard pursuant to Section 2.3, or (iv) any continuing obligations to indemnify other parties.

8.1.4. The termination rights set forth in this Section are in addition to those limited termination rights of Developer as set forth in Section 2.3.

8.2. Remedies.

8.2.1. Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non-defaulting party shall have the right to: (i) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (ii) bring any action at law or in equity to compensate the non-defaulting party for all the detriment proximately caused by the defaulting party’s default; provided, however, that Developer’s sole and exclusive remedy shall be specific performance and Developer shall not have the right to recover monetary damages (compensatory, consequential, punitive, or other) against the City other than attorneys’ fees to the extent provided in Section

10.13 below, and the City shall only have the right to recover actual, direct damages (and not consequential or punitive damages) against Developer, as well as attorneys’ fees to the extent provided in Section 10.13 below.

9. INSURANCE, INDEMNIFICATION AND WAIVERS.

9.1. Insurance.

9.1.1. 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 9.2. 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 Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) for any one accident or occurrence, and at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to 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.

9.1.2. 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.

9.1.3. 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 7.5, may view such failure or refusal to be a default hereunder.

9.2. Indemnification.

9.2.1. General. To the fullest extent permitted by law, Developer shall indemnify the City and Owner, and their respective officers, employees, and agents (“Indemnitees”) 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. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the Indemnitees with the fullest protection possible under the law.

Developer acknowledges that Indemnitees would not enter into this Agreement in the absence of Developer’s commitment to indemnify, defend and protect Indemnitees as set forth herein.

Notwithstanding the foregoing, to the extent Developer’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Developer. Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Indemnitees. (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 first approved by the City and 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.
(c) City shall have the right to offset against the amount of any compensation due to Developer under this Agreement, any amount due to City from Developer as a result of Developer’s failure to either pay City promptly for any costs associated with Developer’s obligations to indemnify the Indemnitees under this Section, or related to Developer’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.
(d) The obligations of Developer under this Section will not be limited by the provisions of any workers’ compensation act or similar act. Developer expressly waives its statutory immunity under such statutes or laws as to City and City’s elected and appointed officials, officers, employees, agents, and volunteers. (e) Developer agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Section from each and every contractor and subcontractor or any other person or entity involved by, for, with or on behalf of Developer in the performance of this Agreement. In the event Developer fails to obtain such indemnity obligations from others as required herein, Developer agrees to be fully responsible and

indemnify, hold harmless and defend City and City’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Developer’s contractors and subcontractors or any other person or entity involved by, for, with or on behalf of Developer in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice. (f) City does not and shall not waive any rights that it may possess against Developer because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

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

9.2.3. 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 to any person or property whatsoever caused by Developer; (b) Any failure of Developer to comply with performance of all of the provisions of this Agreement;
(c) Any harm, delays, injuries or other damages incurred by any party as a result of any subsurface conditions on the Site caused solely by Developer, including but not limited to, the presence of buried debris, hazardous materials, hydrocarbons, or any form of soil contamination.

9.2.4. 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 9.2.2 above.

9.2.5. Period of Indemnification. The obligations for indemnity under this Section 9.2 shall begin upon the Effective Date and shall survive termination or normal expiration

of this Agreement and is in addition to any other rights or remedies which the City may have at law or in equity .

9.3. 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.

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. 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.

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). 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: Clear Channel Outdoor, LLC
19320 Harborgate Way
Torrance, CA 90501
Attn: Vice President, Real Estate & Public Affairs
With a copy to: Clear Channel Outdoor, LLC
2325 E. Camelback Road, Suite 250
Phoenix, AZ 85016
Attn: Operations Counsel

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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.

BY THE CITY OF SANTA FE SPRINGS
By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Developer:

CLEAR CHANNEL OUTDOOR, LLC,
a Delaware limited liability company

Bryan Parker, Executive Vice President
Real Estate and Public Affairs

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

State of California )
County of Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity(ies), and that by his/her signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

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

State of California )
County of Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity(ies), and that by his/her signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
2 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:

Legal Description:

COLIMA TRACT IN THE RANCHO SANTA GERTRUDES THAT PART
SHOWN AS SBE 872-19-285 PAR 3 PART OF NICOLAS S COLIMA 113 AC ALLOT AND PART OF HEIRS OF A S C DE ACUNA 100 AC ALLOT
APN: 8168-011-803.
3 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 currently owns and operates an existing lawfullypermitted double-faced 12’ x 25’ outdoor advertising sign with two printed display faces.

Developer shall replace sign in place as a double-faced 12’ x 25’ outdoor advertising sign with two digital display faces. 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 5.3 of the Agreement, at the time that the building permit is issued for the installation of the Digital 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 Digital 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) shall be in good repair, free of graffiti, rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction over the 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 applicable screening and City branding if damaged by the Development; (iii) the ongoing maintenance by Developer of any access road to the Digital Billboard if damaged by the Development and to minimize dust caused by the Development; and (iii) the repair, replacement and repainting of the Digital Billboard’s structures and displays as necessary to maintain such billboards in good condition and repair. (b) Maintenance of the Digital 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 4 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 7.4 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 Digital Billboard and applicable screening and City branding, 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 Community Development 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 “C1”, and shall be of the dimensions described in Section 1, above. (c) The size and design of each sign display of the Digital Billboard shall satisfy the requirements of Ordinance No. 1146, as depicted in the Site Plan at Exhibit “C-1” and Billboard Elevation at Exhibit “C-2” both approved by the City as part of the Development Approvals.
(d) Plans and specifications for the proposed installation of the Digital Billboard shall be submitted to the City Community Development and Building Departments for plan check and approval prior to the issuance of building permits and 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.
5 (g) Developer shall maintain the Digital 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 ordinance with jurisdiction over the facilities, unless the Development is exempted as a legal nonconforming use. (h) Developer shall, at all times, comply with the approval for the Digital 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 Digital Billboard is kept restricted to the general public to the extent permitted under local laws and by the Development Approvals.
(l) If any portion of the billboard or applicable screening and City branding installed on the Digital Billboard is damaged by the Development or becomes damaged or otherwise in need of replacement, as determined by the City’s Director of Community Development 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 Community Development or his or her designee if Developer shows unusual circumstances requiring more time to accomplish such replacement. (m) Developer shall use the existing billboard utilities and upgrade only if necessary. The utilities shall be screened or otherwise concealed to the extent practical, as determined by the Director of Community Development.
(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 off of the building permit for the Digital Billboard, the applicable screening and City branding 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 6 environment, the obligation to have automatic diming capabilities, as well as providing the City’s Director of Community Development 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 Director of Community Development 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. 7 EXHIBIT “C-1”
A demonstration of a sign similar to the one covered in this agreement. 8 EXHIBIT “C-2”

BILLBOARD ELEVATION
The elevation of the sign structure and the proposed digital faces shall be the same as the existing elevation of the sign structure and the printed faces that are currently installed.

EXHIBIT “D”

SCHEDULE OF PERFORMANCE

ITEM OF PERFORMANCE TIME FOR

PERFORMANCE REFERENCE

1. City's Planning Commission holds
public hearing and recommends
approval of Agreement and
Conditions of Approval

Recitals

2. City's City Council holds hearings
to approve Agreement by
Resolution 1146.

October 15, 2024; provided
Developer has fully executed the
Agreement Recitals

3. Effective Date of this Agreement. November 13, 2024; provided City Council
approves the Agreement by
Resolution No. 9935 and all
parties have fully executed
the Agreement

1.1.10 4. City to approve all construction
and engineering drawings and
specifications with a plan check
approval, and issue a building
permit and an electrical permit.

City agrees to any necessary
building or electrical permits need
for Developer to acquire the
Caltrans approvals. Developer
agrees not to commence
construction until it receives the
applicable Caltrans approvals.

Within 30 days of City's receipt
of Developer's construction
drawings and specifications
addressing all of City's
comments.

5. Developer to provide copy of
Caltrans approval to City
Prior to commencing any
inspections and work on the
Development. 5.3, 5.4

6. Developer to submit proof of
insurance to City.

Prior to commencing any
inspections and work on the
Development 9.1.2

7. Developer pays Processing Fee Thirty days from the date that the billboard becomes
Operational (Commencement
Date)

2.4 8. Developer pays City annual
installments of the Development
Fee
Within ninety (90 days)
following the Anniversary Date
and after the termination of the
Term.

2.5 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.

Exempt From Recording Fee Per Gov. Code §6103]
OPERATING AGREEMENT NO._03-2024
This Operating Agreement (hereinafter “Agreement”) is entered into this 4th day of November 2024 (hereinafter the “Effective Date”), by and between the CITY OF SANTA FE SPRINGS (hereinafter “City”), and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (hereinafter “Developer”).

RECITALS
A. The City of Santa Fe Springs, California (the “City”) is a municipal corporation, duly organized under the constitution and laws of the State of California; and B. The City Council adopted Ordinance No. 1146 on October 15, 2024, establishing a poster billboard conversion program, such that the conversion of an existing static poster billboard to an electronic poster billboard shall only be permitted when the City has entered into an Operating Agreement with an electronic poster billboard owner; and C. Developer has a leasehold interest in that certain portion of real property located at or near the intersection of Imperial Highway and Carmenita Road in the City of Santa Fe Springs, Assessor Parcel Number (APN) 8044-001-007 as more specifically described in Exhibit “A” and depicted in Exhibit “C-1”, attached hereto and incorporated herein (the “Site”), upon which Developer currently owns and operates an existing lawfully-permitted double-faced 12’ x 25’ outdoor advertising sign with two printed display faces. Developer seeks to replace sign in place as a double-faced 12’ x 25’ outdoor advertising sign with two digital display faces such as the one depicted in Exhibit “C-1” (hereinafter, the “Digital Billboard”). The term the “Project” is hereinafter used to describe the development project described above and that is the subject of this Agreement.

D. The Site is located within the City’s Commercial Zone, designated by the General Plan as Commercial Land Use. The City has determined that the Project contemplated herein complies with the City’s Zoning Ordinance, which is found in Chapter 155 of the Code of Santa Fe Springs (the “Code”). Developer and the City agree that an operating agreement should be approved and adopted to memorialize the property expectations of the City and Developer, as more particularly described herein.

E. City and Developer agree and acknowledge that the outdoor advertising sign conversion contemplated herein complies with, and serves the purposes enumerated in, California Business & Professions Code Section 5200 et seq. (the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412 and 5443.5 and incorporated by reference in the Code as well as the City’s regulations regarding signage in the City, which are set forth in Chapter 155, Zoning, Section 155.515 et seq., as amended.

F. In exchange for the approvals sought to convert the printed faces currently existing at the Site to the Digital Billboard, as described above, Developer has offered to:

1. Pay to the City an annual Development Fee, as defined and provided in Section 2.5 below, for the cost to the City to ameliorate the impact of the installation of the digital sign panels on the Digital Billboard; and

2. Pay to the City a one-time Processing Fee and a one-time Economic Development Fee, as are also defined in Sections 2.4 and 2.6, respectively; and

3. On a space-available basis, provide advertising space free of charge to City for the display of community messaging and public service messaging as describe more fully in Section 3. Such space-available free advertising time shall be equally distributed through the hours of operation of the Digital Billboard; and

4. Reimburse the City for the costs of making this Agreement; and

5. Remove the double-faced static billboard located north of 10715 Shoemaker Avenue, Assessor Parcel Number (APN) 8011-017-808.

G. The Site is located within the City’s Commercial Zone, designated by the General Plan as Commercial Land Use. Developer and the City agree that an operating agreement should be approved and adopted to memorialize the property expectations of the City and Developer, as more particularly described herein.

H. On October 15, 2024, the City Council of the City, at a duly noticed hearing, approved by Resolution No. 1146 this Agreement, finding that this Agreement: (1) is in the best public interest of the City and its residents; (2) constitutes a present exercise of the City’s police power; (3) will not be detrimental to the public’s health, safety, or general welfare; and (4) is consistent with the City’s General Plan.

I. 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, and the orderly development, relocation and distribution of existing displays to more appropriate locations within the City, while allowing for the incorporation of modern technology into relocated displays as part of the City’s planned development.

J. 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”).

K. In exchange for the benefits to the City described in the Agreement, together with other public benefits in this agreement that will result from the development of the Project (as defined below), Developer will receive by this Agreement assurance that it may proceed with the Project in accordance with Land Use Regulations (as defined below), and therefore desires to enter into this Agreement.

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 Operating 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 digital display faces on the Digital Billboard become Operational.

1.1.6 “Developer” means Clear Channel Outdoor, LLC, a Delaware limited liability company and its successors and assigns, duly existing and operating, and doing business at 19320 Harborgate Way, Torrance, CA 90501.

1.1.7 “Development” means the conversion of an existing static poster billboard to an electronic poster billboard.

1.1.8 “Development Approvals” means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary permits and approvals required from the California Department of Transportation (“CalTrans”), if applicable. Pursuant to Article 19, Sections 15300 and 15302 of the California Environmental Quality Act (“CEQA”) guidelines, digital sign conversions are categorically exempt from CEQA review, as the development contemplates only the replacement or reconstruction of sign faces on the existing structures on the Site, involving digital panels of the same size, purpose, and capacity as the printed faces they replace.

1.1.9 “Digital Billboard” shall have the meaning set forth in the Recitals

1.1.10 “Effective Date” means the date when all the following have occurred: (i) the Agreement is signed by both Developer and City, (ii) the Agreement is approved by Resolution

No. 1146 and effective, and not subject to referendum, (iii) all conditions precedent to its effectiveness have been satisfied, and (iv) after expiration of all applicable appeal periods.

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

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 Digital 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’s name] (“Owner”), the owner of the site 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 “Operational” means the Digital Billboard is capable, legally and functionally, of displaying advertising on the digital displays because it is connected to a permanent source of power.

1.1.16 “Project” shall have the same meaning set forth in the Recitals.

1.1.17 “Site” refers to the site described in Recital B and more specifically described on Exhibit “A” attached hereto and incorporated herein.

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

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

1.1.20 “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.

1.1.21 “Subsequent Development Approvals” means any Development Approvals sought by Developer in connection with future changes desired to be made by Developer to the Development following its initial completion. Consistent with the Outdoor Advertising Act (Bus.

& Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals, but enhancement modification or other change requires approval.

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

1.1.23 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 of Site), 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. 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, except as provided under Section 8.1. Additionally, if Developer’s leasehold or license interest is prematurely terminated by Owner, then Developer shall have no further obligations under this Agreement for that particular Site, except as provided under Section 8.1. Subject to applicable law, the parties may consider relocation if Developer’s leasehold interest in the Site is prematurely terminated.

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 twenty (20) 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 Digital Billboard constructed pursuant to the terms hereof, other than its removal for repair or replacement. After said twenty (20) year initial term, Development shall have the option to extend this Agreement for an additional term of ten (10) years. Developer shall exercise that option by providing written notice to the City at least one hundred eighty (180) days before expiration of the initial term. Notwithstanding the foregoing, the (i) if Developer is unable, for reasons beyond Developer’s control, to obtain or maintain any permits necessary for the operation of the Digital Billboard; (ii) if the use of the digital faces is prevented or restricted by law, (iii) if, by some cause beyond Developer’s control, the operation of the Digital Billboard becomes impossible; or (iv) if the Site Lease is terminated, then Developer shall have the right to terminate the Agreement. Within thirty (30) days after the expiration or termination of this Agreement, the parties shall execute a written cancellation of this Agreement

which shall be recorded with the County Recorder pursuant to Section 10.1 below. The term of this Agreement supersedes any amortization period that may apply under the Code as to any non-conformity as applied to the Site.

2.4. Processing Fee. The Developer shall pay the City a one-time processing fee (“Processing Fee”) in the amount of Ten Thousand Dollars ($10,000.00). 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. The Processing Fee shall be paid by Developer to City within 30 days of the date that the City issues a permit for the Project.

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 in the amount of Ten Thousand Dollars ($10,000.00) per digital display faces to the City (“Development Fee”) 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. The Development Fee shall be payable in twelve (12) monthly installments, with the first installment due on the first day of the month following the date that the Digital Billboard is Operational (such date, the “Development Fee Commencement Date”). Monthly installment payments shall continue the first day of each subsequent month in the term of this Agreement.

2.5.1. Developer shall notify the City in writing when the digital display faces on the Digital Billboard become Operational for the purpose of determining the Development Fee Commencement Date, however in no event shall this be later than one hundred eighty (180) days from the Effective Date of this Agreement.

Notwithstanding the preceding sentence, in the event that Developer is diligently pursuing all governmental and third party permits and/or approvals in addition to any other third-party work that need be completed in order for the Digital Billboard to become operational (such as any state approvals or approvals for Southern California Edison hookups or upgrades), then the time period set forth in the preceding sentence shall be extended for another One Hundred Eighty (180) days upon written notice to the City. Developer shall keep the City updated as to its efforts in these regards. The City’s issuance of a permit shall not be unreasonably withheld, provided the issuance of a permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable codes and standards.

2.6. One-Time Economic Development Fee. Developer shall pay a one-time Economic Development Fee in the amount of Ten Thousand Dollars ($10,000) per Project. Such Economic Development Fee shall be due to the City on the first day of the month following the Effective Date.

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, on a space-available basis, free advertising space on the digital display faces on the Digital Billboard for purposes of posting public service announcements and City-related advertising or announcements (“City Messages”).

This time shall be the equivalent of one “spot” within the regular rotation. Such space-available free advertising time to City shall be equally distributed through the hours of operation of the Digital Billboard.

3.2. Provision of Copy and Representations. The City shall submit all proposed copies of City Messages to Developer not less than five (5) business days prior to the date the copy is proposed to be eligible for display, and, with the exception of Public Service Messages described in Section 3.5, the City shall notify Developer in writing not less than twenty (20) days prior to a requested display date. All proposed copy shall be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove a copy and remove a copy once posted or displayed. Any content provided by City shall be owned and belong exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. It is expressly understood and agreed that, absent approval from Developer, City Messages shall not include any names, logos or marks associated with any third-party non-governmental person or entity, or any products or services associated with any third-party non-governmental person or entity.

3.3. Mutual Representations and Warranties.

3.3.1. City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement: (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party.

3.3.2. Developer represents and warrants that all copy, content and materials displayed by Developer under this Agreement: (i) are owned or duly licensed by Developer and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party.

3.4. Mutual Indemnification. Each Party (“Indemnifying Party”) mutually agrees to indemnify, defend and hold harmless the other Party (“Indemnified Party”) for, from and against, any claims, costs (including, but not limited to, court costs and reasonable attorneys’ fees), losses, actions or liabilities, arising from or in connection with any third party allegation that any portion of any City Message or Developer advertising infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence or willful misconduct of the Indemnified Party. The Indemnified Party shall promptly notify the Indemnifying Party of the existence of any claim, demand, or other matter, which the Indemnifying Party’s indemnification obligations under this Section would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party.

3.5. Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space immediately available on the digital display faces on the Digital Billboard Faces for the purposes of displaying “Amber Alert” or other similar public service or emergency messages (“Public Service Messages”), at no cost, and in accordance with local and regional emergency protocols.

3.6. 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 the digital display faces on the Digital Billboard to advertise tobacco, marijuana, hashish, “gentlemen’s clubs,” adult entertainment businesses, sexually oriented materials, use sexually oriented images or language, “obscene matter,” as that term is defined in California Penal Code section 311, or any matter that is prohibited by City ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act of the Business and Professions Code. Developer shall immediately remove any prohibited content upon notice from the City. If there is a dispute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved.

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 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 affect at the time the Operating Agreement was approved by the City Council, (2) applicable NPDES requirements pertaining to the Development, and (3) applicable building codes that were in affect at the time the Operating Agreement was 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 Digital 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 Digital Billboard.

Developer shall also maintain the Digital 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 City 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 Digital 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 8.1.

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 Operating Agreement and/or the Development Approvals.

However, this Operating Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and not on the Digital 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. DEVELOPER’S OBLIGATIONS AFTER EXPIRATION OR TERMINATION

6.1. Following the termination or expiration of this Agreement, Developer shall remove the digital display faces from the Digital Billboard and shall restore the printed display faces that were present at the Site before the conversion Project occurred. Such reversion back to printed display faces shall be completed within sixty (60) days after the termination or expiration of the Agreement. The City shall cooperate in providing any permits necessary for such work, if any.

7. REVIEW FOR COMPLIANCE.

7.1. Annual Review. Annually, within sixty (60) days after a written request from City, Developer shall demonstrate its good faith compliance with the terms hereof by providing a written report thereon. If the City Manager finds that Developer is not acting in good faith compliance with this Agreement, the City Manager shall schedule a hearing before the Planning Commission. The City shall provide Developer with written notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five (5) days prior to the hearing. The Planning Commission’s determination following such a hearing shall be based on substantial evidence, and shall be subject to appeal to the City Council. If the Planning Commission or City Council, as applicable, finds that the Developer is not in compliance with the terms of this Agreement, the provisions of Section 8 shall govern the parties’ rights.

7.2. 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.

7.3. Technological Status. The Parties acknowledge and agree that both City and Developer intend that Developer shall maintain and operate the Digital Billboard in conformance with best available technologies in the industry. If an annual written review report is requested by City as described above, Developer shall submit written documentation designed to demonstrate its compliance with this Section. Notwithstanding the foregoing, Developer shall not be required to actually install an upgrade more frequently than once every 10 years and may be required to do so upon term extension in Section 2.3.

7.4. City Rights of Access. The City, its officers, employees, agents and contractors, shall, in the exercise of the City’s police power, have the right, at their sole risk and expense, to enter the Site consistent with any rights the City has obtained by virtue of a recorded easement or other property interests or, if no such interests exist, upon exercise of its police power. If an emergency repair to a public improvement or public facility on the Site is required Developer acknowledges that the City may exercise its police power to enter the Site and conduct such repair after providing Developer and the Site owner with reasonable advance notice. The City also may access the Site in order to implement any of its lawful police powers to address any nuisance, dangerous condition, or other condition prohibited under the City’s ordinances.

7.5. 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 NonCompliance 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 NonCompliance 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 Non-Compliance 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 NonCompliance. 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 8; 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.

8. DEFAULT AND REMEDIES.

8.1. Termination of Agreement.

8.1.1. 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 7.5. In the event of a termination by the City under this Section 8.1.1, 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 Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination.

8.1.2. 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 7.5. 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 8.1.2, 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 Digital Billboard that is so terminated that equates to the percentage of time elapsed in the year of the Term at the time of termination.

8.1.3. 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 Digital Billboard pursuant to Section 2.3, or (iv) any continuing obligations to indemnify other parties.

8.1.4. The termination rights set forth in this Section are in addition to those limited termination rights of Developer as set forth in Section 2.3.

8.2. Remedies.

8.2.1. Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non-defaulting party shall have the right to: (i) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (ii) bring any action at law or in equity to compensate the non-defaulting party for all the detriment proximately caused by the defaulting party’s default; provided, however, that Developer’s sole and exclusive remedy shall be specific performance and Developer shall not have the right to recover monetary damages (compensatory, consequential, punitive, or other) against the City other than attorneys’ fees to the extent provided in Section

10.13 below, and the City shall only have the right to recover actual, direct damages (and not consequential or punitive damages) against Developer, as well as attorneys’ fees to the extent provided in Section 10.13 below.

9. INSURANCE, INDEMNIFICATION AND WAIVERS.

9.1. Insurance.

9.1.1. 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 9.2. 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 Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) for any one accident or occurrence, and at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to 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.

9.1.2. 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.

9.1.3. 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 7.5, may view such failure or refusal to be a default hereunder.

9.2. Indemnification.

9.2.1. General. To the fullest extent permitted by law, Developer shall indemnify the City and Owner, and their respective officers, employees, and agents (“Indemnitees”) 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. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the Indemnitees with the fullest protection possible under the law.

Developer acknowledges that Indemnitees would not enter into this Agreement in the absence of Developer’s commitment to indemnify, defend and protect Indemnitees as set forth herein.

Notwithstanding the foregoing, to the extent Developer’s services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to Claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Developer. Developer’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the Indemnitees. (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 first approved by the City and 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.
(c) City shall have the right to offset against the amount of any compensation due to Developer under this Agreement, any amount due to City from Developer as a result of Developer’s failure to either pay City promptly for any costs associated with Developer’s obligations to indemnify the Indemnitees under this Section, or related to Developer’s failure to either (i) pay taxes on amounts received pursuant to this Agreement, or (ii) comply with applicable workers’ compensation laws.
(d) The obligations of Developer under this Section will not be limited by the provisions of any workers’ compensation act or similar act. Developer expressly waives its statutory immunity under such statutes or laws as to City and City’s elected and appointed officials, officers, employees, agents, and volunteers. (e) Developer agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Section from each and every contractor and subcontractor or any other person or entity involved by, for, with or on behalf of Developer in the performance of this Agreement. In the event Developer fails to obtain such indemnity obligations from others as required herein, Developer agrees to be fully responsible and

indemnify, hold harmless and defend City and City’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of Developer’s contractors and subcontractors or any other person or entity involved by, for, with or on behalf of Developer in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of City’s choice. (f) City does not and shall not waive any rights that it may possess against Developer because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost, or expense.

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

9.2.3. 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 to any person or property whatsoever caused by Developer; (b) Any failure of Developer to comply with performance of all of the provisions of this Agreement;
(c) Any harm, delays, injuries or other damages incurred by any party as a result of any subsurface conditions on the Site caused solely by Developer, including but not limited to, the presence of buried debris, hazardous materials, hydrocarbons, or any form of soil contamination.

9.2.4. 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 9.2.2 above.

9.2.5. Period of Indemnification. The obligations for indemnity under this Section 9.2 shall begin upon the Effective Date and shall survive termination or normal expiration

of this Agreement and is in addition to any other rights or remedies which the City may have at law or in equity .

9.3. 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.

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. 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.

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). 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: Clear Channel Outdoor, LLC
19320 Harborgate Way
Torrance, CA 90501
Attn: Vice President, Real Estate & Public Affairs
With a copy to: Clear Channel Outdoor, LLC
2325 E. Camelback Road, Suite 250
Phoenix, AZ 85016
Attn: Operations Counsel

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.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first set forth above.

BY THE CITY OF SANTA FE SPRINGS
By:

Mayor
ATTEST:

City Clerk
APPROVED AS TO FORM:

City Attorney
Developer:

CLEAR CHANNEL OUTDOOR, LLC,
a Delaware limited liability company

Bryan Parker, Executive Vice President
Real Estate and Public Affairs

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

State of California )
County of Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity(ies), and that by his/her signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

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

State of California )
County of Los Angeles )
On ____________________, before me, ____________________________, a Notary Public, personally appeared _______________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity(ies), and that by his/her signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

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

WITNESS my hand and official seal.

Signature
2 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:

Legal Description: PARCEL MAP AS PER BK 160 P 23-24 OF P M LOT 1 APN: 8044-001-007

3 4
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 currently owns and operates an existing lawfullypermitted double-faced 12’ x 25’ outdoor advertising sign with two printed display faces.

Developer shall replace sign in place as a double-faced 12’ x 25’ outdoor advertising sign with two digital display faces. 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 5.3 of the Agreement, at the time that the building permit is issued for the installation of the Digital 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 Digital 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) shall be in good repair, free of graffiti, rubbish, debris and other hazards to persons using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local bodies and agencies having jurisdiction over the 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 applicable screening and City branding if damaged by the Development; (iii) the ongoing maintenance by Developer of any access road to the Digital Billboard if damaged by the Development and to minimize dust caused by the Development; and (iii) the repair, replacement and repainting of the Digital Billboard’s structures and displays as necessary to maintain such billboards in good condition and repair. (b) Maintenance of the Digital 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 5 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 7.4 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 Digital Billboard and applicable screening and City branding, 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 Community Development 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 “C1”, and shall be of the dimensions described in Section 1, above. (c) The size and design of each sign display of the Digital Billboard shall satisfy the requirements of Ordinance No. 1146, as depicted in the Site Plan at Exhibit “C-1” and Billboard Elevation at Exhibit “C-2” both approved by the City as part of the Development Approvals.
(d) Plans and specifications for the proposed installation of the Digital Billboard shall be submitted to the City Community Development and Building Departments for plan check and approval prior to the issuance of building permits and 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.
6 (g) Developer shall maintain the Digital 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 ordinance with jurisdiction over the facilities, unless the Development is exempted as a legal nonconforming use. (h) Developer shall, at all times, comply with the approval for the Digital 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 Digital Billboard is kept restricted to the general public to the extent permitted under local laws and by the Development Approvals.
(l) If any portion of the billboard or applicable screening and City branding installed on the Digital Billboard is damaged by the Development or becomes damaged or otherwise in need of replacement, as determined by the City’s Director of Community Development 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 Community Development or his or her designee if Developer shows unusual circumstances requiring more time to accomplish such replacement. (m) Developer shall use the existing billboard utilities and upgrade only if necessary. The utilities shall be screened or otherwise concealed to the extent practical, as determined by the Director of Community Development.
(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 off of the building permit for the Digital Billboard, the applicable screening and City branding 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 7 environment, the obligation to have automatic diming capabilities, as well as providing the City’s Director of Community Development 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 Director of Community Development 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. 8 EXHIBIT “C-1”
A demonstration of a sign similar to the one covered in this agreement.

EXHIBIT “C-2”

BILLBOARD ELEVATION
The elevation of the sign structure and the proposed digital faces shall be the same as the existing elevation of the sign structure and the printed faces that are currently installed.

EXHIBIT “D”

SCHEDULE OF PERFORMANCE

ITEM OF PERFORMANCE TIME FOR

PERFORMANCE REFERENCE

1. City's Planning Commission holds
public hearing and recommends
approval of Agreement and
Conditions of Approval

Recitals

2. City's City Council holds hearings
to approve Agreement by
Resolution No. 1146.

October 15, 2024; provided
Developer has fully executed the
Agreement Recitals

3. Effective Date of this Agreement. November 13, 2024; provided City Council
approves the Agreement by
Resolution No. 9935 and all
parties have fully executed
the Agreement

1.1.10 4. City to approve all construction
and engineering drawings and
specifications with a plan check
approval, and issue a building
permit and an electrical permit.

City agrees to any necessary
building or electrical permits need
for Developer to acquire the
Caltrans approvals. Developer
agrees not to commence
construction until it receives the
applicable Caltrans approvals.

Within 30 days of City's receipt
of Developer's construction
drawings and specifications
addressing all of City's
comments.

5. Developer to provide copy of
Caltrans approval to City
Prior to commencing any
inspections and work on the
Development. 5.3, 5.4

6. Developer to submit proof of
insurance to City.

Prior to commencing any
inspections and work on the
Development 9.1.2

7. Developer pays Processing Fee Thirty days from the date that the billboard becomes
Operational (Commencement
Date)

2.4 8. Developer pays City annual
installments of the Development
Fee
Within ninety (90 days)
following the Anniversary Date
and after the termination of the
Term.

2.5 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.

ITEM # 39

CITY OF SANTA FE SPRINGS

CITY COUNCIL AGENDA STAFF REPORT
TO: Honorable Mayor and City Council Members
FROM: René Bobadilla, P.E., City Manager
BY: Maricela Balderas, Director of Community Services
SUBJECT: PUBLIC ARTWORK FOR RAISING CANE’S RESTAURANT COMPANY DATE: November 12, 2024
RECOMMENDATION:

It is recommended that the City Council:
1) Approve the public artwork for Raising Cane’s (Raising Cane’s) Restaurant Company; and
2) Take such additional, related, action that may be desirable.

FISCAL IMPACT
The Raising Cane’s property owner will pay for the public artwork and installation as part of the Heritage Artwork in Public Places Program (HAPP) development requirement.

There is no impact to the General Fund.

BACKGROUND
At its October 29, 2024 meeting, the Heritage Arts Advisory Committee (HAAC) reviewed and approved a public art concept for Raising Cane’s. The artwork is 147 square (sq.) foot (ft.) of 3D red and white illuminated letters spelling out “Santa Fe Springs”. The artwork will be placed on the northeast corner intersection of Imperial Highway and Bloomfield Avenue. The Project Site is a 2,899 sq. ft. building with 10,287 sq. ft. landscaping located 12623 Imperial Highway, on a parcel measuring approximately 2.17 acres. Upon completion of the approved building, the applicant will operate the Raising Cane’s restaurant, with a friendly outdoor experience and drive-through component.

Raising Cane’s, was established in 1996, by founder Todd Graves, with a vision of “One, Dream, One Love, and One Community”, building its first location at the north gates of CITY COUNCIL AGENDA REPORT – MEETING OF NOVEMBER 12, 2024 PUBLIC ARTWORK FOR RAISING CANE’S RESTAURANT COMPANY

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