Agenda packet, first session — Santa Fe Springs City Council, February 3, 2026 (part 2 of 2)

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. 9998
Exhibit A – Operating Agreement (OA) No. 01-2026 (13352 Imperial Highway, APN 8044-001-007)
Exhibit B – Operating Agreement (OA) No. 02-2026 (1,000 feet southwest of the intersection of Santa Fe Springs Road and Slauson Avenue, APN 8168-011-803) Exhibit C – Operating Agreement (OA) No. 03-2026 (500 feet northeast of the intersection of Santa Fe Springs Road and Los Nietos Road, APN 8167-002-028) ITEM STATUS:

APPROVED:

DENIED:

TABLED:

DIRECTION GIVEN:

APPROVED:

ITEM NO.:

RESOLUTION NO. 9998

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA FE SPRINGS REGARDING THREE OPERATING AGREEMENTS (OA NO. 01-2026, OA NO. 02- 2026, AND OA 03-2026) 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. 01-2026, 02-2026 and 03-2026 for City approval; and WHEREAS, the City Council has considered the operating agreements and the written reports presented at the City Council Meeting on February 3, 2026, concerning Operating Agreement Nos. 01-2026, 02-2026 and 03-2026; 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 APPROVED:

ITEM NO.:
potential to cause significant effect on the environment, and therefore is exempt from 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 3rd day of February 2026, by the City Council of the City of Santa Fe Springs by the following roll call vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Joe Angel Zamora, Mayor
ATTEST:
______________________________________
Maribel Garcia, City Clerk
APPROVED:

ITEM NO.:

Exhibit “A”
Operating Agreement No. 01-2026
13352 Imperial Highway (APN 8044-001-007)
APPROVED:

ITEM NO.:

Exhibit “B”
Operating Agreement No. 02-2026
Approximately 1,000 feet southwest of the intersection of Santa Fe Springs Road and Slauson Avenue (APN 8168-011-803)
APPROVED:

ITEM NO.:

Exhibit “C”
Operating Agreement No. 03-2026
Approximately 500 feet northeast of the intersection of Santa Fe Springs Road and Los Nietos Road (APN 8167-002-028)
Exempt From Recording Fee Per Gov. Code §6103]
OPERATING AGREEMENT NO._01-2026
This Operating Agreement (hereinafter “Agreement”) is entered into this ___ day of ___, 2026 (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 13352 Imperial Highway 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 identified as Clear Channel billboards #4574 and #4575. 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-2” (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 C-4 Community Commercial Zone, with a General Plan land use designation of Commercial. 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 described more fully in Section 3. Such space-available free advertising time shall be equally distributed through the hours of operation of the Digital Billboard.

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

5. Remove the double-faced static billboard located south of 10634 Shoemaker Avenue, Assessor’s Parcel Number (APN) 8011-014-075, identified as Clear Channel billboards #5257 and #5258
G. On February 3, 2026, the City Council of the City, at a duly noticed hearing, approved this Agreement by Resolution No. 9998, 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.

H. 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 also allowing for the incorporation of modern technology into relocated displays as part of the City’s planned development.

I. 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”).

J. 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. 9998 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 a City representative, 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 Thrifty Oil Corporation (“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 C 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-1” (Billboard Locations), Exhibit “C-2” (Billboard Elevations), 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 this Agreement, 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 until the date that is twenty (20) years from the Commencement Date. 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, (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; (iv) if the Site Lease is terminated, or (v) if a Commencement Date has not occurred by the date that is two (2) years after the Effective Date, 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.

2.3.1. As stated in Subsection 2.3(v), either party may terminate this Agreement with no further liability if a Commencement Date has not occurred by the date that is two (2) years after the Effective Date. If a Commencement Date has not occurred by the date that is one (1) year after the Effective Date, then this Agreement shall automatically extend into another one (1) year build-out term. Developer may (at its option) decide to terminate this Agreement with no further liability if a Commencement Date has not occurred by the date that is two (2) years from the Effective Date.

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 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 on the date that the City issues all building approvals necessary to begin construction of 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 face to the City (“Development Fee”). The Development Fee shall be payable in twelve (12) monthly installments, with the first installment due on the Commencement Date. Monthly installment payments shall continue the first day of each subsequent month in the term of this Agreement. On the tenth (10th) anniversary of the Commencement Date, the Development Fee shall increase to Twelve Thousand Five Hundred Dollars ($12,500.00) annually per digital display face. Further, in the event that the Developer elects to extend the Agreement after the initial twenty (20) year term, on the twentieth (20th) anniversary of the Commencement Date, the Development Fee shall increase to Fifteen Thousand Dollars ($15,000.00) annually per digital display face.

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 Commencement Date. The City’s issuance of approvals for the Project shall not be unreasonably withheld, provided the issuance of any such approvals is done in compliance with the terms of this Agreement and said approvals are 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 date that the City issues all approvals necessary to begin construction of the Project.

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

3.1. Removal of Signs. As consideration for this Agreement, Developer shall voluntarily remove the double-faced static billboard located south of 10634 Shoemaker Avenue, Assessor’s Parcel Number (APN) 8011-014-075, identified as Clear Channel billboards #5257 and #5258. Within thirty (30) days of the date that the Digital Billboard is Operational, as such term as defined herein, Developer shall apply for all permits, demolition and otherwise, required to effectuate the removal of these removal signs. Removal shall be completed within ninety (90) days after issuance of said permit.

3.2. 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.

3.3. 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.

3.4. Mutual Representations and Warranties.

3.4.1. 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.

3.4.2. 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.

3.5. 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.

3.6. 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 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.

3.7. 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 both (a) is a member of the Santa Fe Springs Chamber of Commerce and (b) maintains its headquarters within the boundaries of 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 from the City, and any and all 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 a categorical exemption or 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 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 approvals, 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. [Intentionally Deleted.]

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 necessary approvals 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 approvals 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. Notwithstanding the foregoing, the City acknowledges and agrees that the decision of when to submit the application materials (including the site-specific submittal package) contemplated in Exhibits B and D is in the sole discretion of Developer. If the City alleges that the Developer is in material breach of this Agreement, then the City shall follow 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, as applicable, paid up to the date of termination, and Developer shall pay the prorated amount of the Development 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, as applicable, paid up to the date of termination, and Developer shall pay the prorated amount of the Development 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.
(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 with counsel reasonably acceptable to the Indemnitees. (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 undisputed 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, gross 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, gross 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.

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:
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 identified as Clear Channel billboards #4574 and #4575. 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. Fees. Developer shall pay all applicable City fees, as described at Section 5.3 of the Agreement, at the time that any necessary approvals are 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) The existing sign structure shall be painted gray and all mechanical equipment shall be screened to the satisfaction of the Director of Community Development or designee. In addition, any existing ladders or other ancillary structures which are not required for the digital sign shall be removed. The City of Santa Fe Springs name and/or City seal shall be included on the sign structure. The Director of Community Development or designee shall approve the location of the name and/or City seal.
(b) 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 maintenance, repair, and repainting of the Digital Billboard’s structures and displays as necessary to maintain such billboards in good condition and repair. (c) 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 4 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. (d) Developer shall reasonably coordinate with any neighboring property owners who share utilities or access roads to their separate respective billboards. The City may designate alternative access for planning purposes so long as such alternative access allows Developer to access its billboard and related utilities.

4. Other Rights of the City. In the event of any violation or threatened violation of any of the provisions of this Exhibit “B”, then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of the Agreement, the City shall have the right, after complying with Section 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 applicable approvals, 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) Structural calculations shall be prepared by a licensed civil engineer and approved by the applicable City 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 Exhibit “C-1” and 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 applicable approvals and electrical permits. The site-specific 5 submittal package shall include a site plan, elevations, structural calculations, and electrical details.
(f) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City.
(g) Developer shall maintain the 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 approvals 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. 6 (p) Prior to final sign off of the applicable approvals 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 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”

BILLBOARD LOCATIONS
EXHIBIT “C-2”

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

Billboard #4574
Billboard #4575
The converted billboard faces will look similar to the digital billboard below:

EXHIBIT “D”

SCHEDULE OF PERFORMANCE

ITEM OF PERFORMANCE TIME FOR

PERFORMANCE REFERENCE

1. City's City Council holds hearings to
approve Agreement by Resolution
No. 9998.

February 3, 2026 Recital G

2. Effective Date of this Agreement. Date all parties have fully executed the Agreement 1.1.10

3. Developer reimburses City for the
costs of making this Agreement
Within ten (10) days of the
City sending an invoice to
the Developer.

Recital F.4

4. Developer prepares and submits to
City working drawings,
specifications, and engineering for
plan check.

In the sole discretion of the
Developer, subject to the
parties’ rights as set forth in
Section 2.3

2.3 5. City to approve all construction and
engineering drawings and
specifications with a plan check
approval and issue a building permit
and an electrical permit, if
applicable. City agrees to any
necessary approvals 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 thirty (30) days of City's
receipt of Developer's
construction drawings and
specifications addressing all of
City's comments.

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

5.3, 5.4

7. Developer to submit proof of
insurance to City.

Prior to commencing any
inspections and work on the
Development

9.1.2 8. Developer constructs billboard sign
conversion and removes existing
Clear Channel billboards #5257 and
#5258 signs, structures, and
equipment.

No later than sixty (60) days
from the receipt of building
permits/approvals.

N/A

9. Developer pays Processing Fee The date the City issues all building approvals necessary to
begin construction of the
Project.

2.4 10. Developer pays Economic
Development Fee
The date the City issues all
building approvals necessary to
begin construction of the
Project.

2.6 11. Developer pays City monthly
installments of the Development Fee
First installment due on the
Commencement Date, then
continuing the first day of each
subsequent month.

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._02-2026
This Operating Agreement (hereinafter “Agreement”) is entered into this ___ day of ___, 2026 (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 approximately 1,000 feet southwest of the intersection of Santa Fe Springs Road and Slauson Avenue in the City of Santa Fe Springs, Assessor’s 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 identified as Clear Channel billboards #5250 and #5251. 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-2” (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 RR Railroad Zone, with a General Plan land use designation of Industrial. 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.

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:

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

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

5. Remove the double-faced static billboard located on Assessor’s Parcel Number (APN) 8011-017-808 just north of 10715 Shoemaker, identified as Clear Channel billboards #5259 and #5260.

G. On February 3, 2026, the City Council of the City, at a duly noticed hearing, approved this Agreement by Resolution No. 9998, 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.