Vernon City Council
January 16, 2024

Regular City Council Meeting Agenda January 16, 2024

Agenda
City of Vernon
Regular City Council Meeting
Tuesday, January 16, 2024, 9:00 AM
City Hall, Council Chamber
4305 Santa Fe Avenue, Vernon, California
Crystal Larios, Mayor
Judith Merlo, Mayor Pro Tem
Melissa Ybarra, Council Member
Leticia Lopez, Council Member
Jesus Rivera, Council Member
The public is encouraged to view the agenda and meeting at CityofVernon.org/publicmeetings. You may address the Council in the Council Chambers, via mail or email to [email protected], include the meeting date and item number in the subject line (mail and/or email must be received at least two hours prior to the start of the meeting).

CALL TO ORDER

FLAG SALUTE

ROLL CALL

APPROVAL OF AGENDA

PUBLIC COMMENT
At this time the public is encouraged to address the City Council on any matter that is within the subject matter jurisdiction of the City Council. The public will also be given a chance to comment on matters which are on the posted agenda during City Council deliberation on those specific matters.

PRESENTATIONS

1. Employee Service Pin Awards
Recommendation:

Recognize November and December 2023 Employee Service Pin Award recipients.

Regular City Council Meeting Agenda January 16, 2024

CONSENT CALENDAR
All matters listed on the Consent Calendar are to be approved with one motion. Items may be removed from the Consent Calendar for individual consideration. Removed items will be considered immediately following the Consent Calendar.

2. Meeting Minutes
Recommendation:

Approve the December 5, 2023 Regular City Council Meeting Minutes.

3. Claims Against City
Recommendation:

Receive and file the claim submitted by the Law Offices of Payam Y. Poursalimi on behalf of Simon Perez.

4. Digital Billboard Development Agreements with Clear Channel Outdoors, LLC Recommendation:

Conduct second reading and adopt Ordinance No. 1296 approving Digital Billboard Development Agreement No. CCO-01 for Assessor Parcel Numbers 5192-025-900 and 5192-025-902 between the City of Vernon and Clear Channel Outdoor, LLC; Ordinance No. 1297 approving Digital Billboard Development Agreement No. CCO-02 for Assessor Parcel Number 6308-016-054 between the City of Vernon and Clear Channel Outdoor, LLC; and Ordinance No. 1298 approving Digital Billboard Development Agreement No. CCO-03 for Assessor Parcel Number 5192-019-801.

5. Operating Account Warrant Register
Recommendation:

Approve Operating Account Warrant Register No. 122, for the period of November 5 through December 16, 2023, totaling $18,985,444.66 and consisting of ratification of electronic payments totaling $18,227,385.95 and ratification of the issuance of early checks totaling $758,058.71.

6. City Payroll Warrant Register
Recommendation:

Approve City Payroll Warrant Register No. 810, for the period of November 1 through December 31, 2023, totaling $6,958,064.15 and consisting of ratification of direct deposits, checks and taxes totaling $4,725,931.79 and ratification of checks and electronic fund transfers (EFT) for payroll related disbursements totaling $2,232,132.36 paid through operating bank account.

7. Fire Department Activity Report
Recommendation:

Receive and file the October and November 2023 Fire Department Activity Reports.

8. Police Department Activity Report
Recommendation:

Receive and file the October and November 2023 Police Department Activity Reports

Regular City Council Meeting Agenda January 16, 2024

9. Conflict of Interest Code (Statement of Economic Interests) Recommendation:

Adopt Resolution No. 2024-01 amending the City of Vernon Conflict of Interest Code and repealing Resolution No. 2022-34.

10. Quarterly City Housing Report
Recommendation:

Receive and file the 2023 Fourth Quarter Housing Report.

11. Notice of Completion for Contract No. CS-1425 City of Vernon Gateway Arch Project Recommendation:

A. Find that the proposed action is exempt from California Environmental Quality Act (CEQA) review, in accordance with CEQA Guidelines Section 15311, because the project only consists of construction or placement of minor structures accessory to (appurtenant to) existing commercial, industrial, or institutional facilities; B. Accept the work of YESCO LLC dba YESCO Signs LLC, as related to City Contract No.

CS-1425; and
C. Authorize the Director of Public Works to execute and submit the Notice of Completion for the project to the Los Angeles County Recorder’s Office.

12. Change Order No. 14 to the Consulting Services Agreement (CS-0099) with CNS Engineers, Inc. (CNS) for the Atlantic Boulevard Bridge Rehabilitation and Widening Project
Recommendation:

A. Find that approval of the proposed change order is within the Initial Study/Mitigated Negative Declaration prepared for this project pursuant to the provisions under the California Environmental Quality Act (CEQA) in accordance with Section 15063 of the CEQA Guidelines; and
B. Approve and authorize the City Administrator to execute Agreement Change Order No. 14, in substantially the same form as submitted, for the Atlantic Boulevard Bridge Rehabilitation and Widening Project, Federal Project No. DBPL02-5139(010), Contract No.

CS-0099, amending the agreement expiration date from December 31, 2023 to December 31, 2024 and authorizing CNS to provide additional support and coordination services required to complete the design phase of the project for the additional cost of $177,070.27 (increasing the total contract cost to $2,456,748.21), with a Change Order effective date of December 31, 2023.

13. Amendment No. 2 to Services Agreement with Mariposa Landscape, Inc. Contract No.

CS-1413
Recommendation:

Approve and authorize the City Administrator to execute Amendment No. 2 to the Services Agreement with Mariposa Landscape, Inc., in substantially the same form as submitted, for a one (1) year term in an amount not-to-exceed $58,332.

Regular City Council Meeting Agenda January 16, 2024

14. Amendment No. 2 to Services Agreement with Allied Universal Janitorial Services, Contract No. CS-1414
Recommendation:

Approve and authorize the City Administrator to execute Amendment No. 2 to the Services Agreement with Universal Building Maintenance, LLC dba Allied Universal Janitorial Services, in substantially the same form as submitted, for a one (1) year term in an amount not-to-exceed $146,163.

15. Purchase of Police Administration Vehicle
Recommendation:

Approve and authorize issuance of a purchase order with National Auto Fleet Group for the purchase of a new police administration vehicle for a total amount not-to-exceed $64,000.

16. Office of Traffic Safety Pedestrian and Bicycle Safety Program Grant Agreement Recommendation:

Approve and authorize the City Administrator, Director of Public Works, and Director of Finance or designee to execute a Grant Agreement between the City of Vernon and the Office of Traffic Safety, in substantially the same form as submitted, for a one-year term, for participation in the Pedestrian and Bicycle Safety Program with an effective date of October 1, 2023.

17. Audited Financial Reports
Recommendation:

Extend submittal of the Fiscal Year 2022-23 Final Audit and Report to Council to February 20, 2024.

18. Purchase Contract with ChargePoint, Inc. for an Additional 5-Year Assure Maintenance Plan and Enterprise Cloud Plan Subscription Recommendation:

A. Pursuant to Vernon Municipal Code Section 3.32.110(B)(3), deem the proposed Purchase Contract commercially unreasonable to rebid every three years due to ChargePoint’s proprietary software system and being the original equipment manufacturer for the existing chargers;
B. Approve the issuance and authorize the City Administrator to execute a Purchase Contract with ChargePoint, Inc., for an additional 5-Year Assure Maintenance Plan and 5- Year Enterprise Cloud Plan Subscription, in an amount not-to-exceed $381,700, extending the overall warranty for the 20 City-owned Direct Current Fast Chargers to a total of 10 years; and
C. Authorize a contingency amount of ten percent (10%) or $38,170 for unforeseen expenses not included in the proposal, and grant authority to the City Administrator to issue Change Orders for an amount up to the contingency amount, if necessary.

Regular City Council Meeting Agenda January 16, 2024

NEW BUSINESS

19. Contract with Hardy and Harper, Inc. for Street Improvements (Contract No. 20240122) Recommendation:

A. Find that award of the proposed Capital Improvement Project at Gifford Avenue, 48th, 49th, and 50th Street is categorically exempt under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15301 (Existing Facilities), part (c) (existing highways and streets), because the project is merely to repair existing streets and involves no expansion of existing use;
B. Accept the bid proposal from Hardy and Harper, Inc. as the lowest responsive and responsible bidder for the Gifford Avenue, 48th, 49th, and 50th Street Improvements, City Contract No. 20240122, and reject all other bids;
C. Approve and authorize the City Administrator to execute a contract with Hardy and Harper, Inc., in substantially the same form as submitted, for street improvements on Gifford Avenue, 48th Street, 49th Street and 50th Street in an amount not-to-exceed $792,000; and D. Authorize a contingency amount of ten percent (10%) or $79,200 in the event of an unexpected changed condition in the project, and grant authority to the City Administrator to issue change orders for an amount up to the contingency amount, if necessary.

ORAL REPORTS

20. City Administrator Reports on Activities and Other Announcements

21. Council Reports on Activities (including AB 1234), Announcements, or Directives to Staff

CLOSED SESSION

22. Conference with Legal Counsel – Existing Litigation Government Code Section 54956.9(d)(1)
City of Whittier, et al. v. Los Angeles Superior Court, et al.

Orange County Superior Court Case No. 23STVP03579

23. Conference with Legal Counsel – Existing Litigation Government Code Section 54956.9(d)(1)
Victor Vasquez v. City of Vernon
Workers Compensation Appeals Board Case Nos.: ADJ14531366, ADJ10694560, ADJ14531368 and ADJ9554215

24. Public Employee Discipline/Dismissal/Release
Pursuant to Government Code 54957(b)(1)

CLOSED SESSION REPORT

ADJOURNMENT
On January 11, 2024, the foregoing agenda was posted in accordance with the applicable legal requirements. Regular and Adjourned Regular meeting agendas may be amended up to 72 hours and Special meeting agendas may be amended up to 24 hours in advance of the meeting.

Regular City Council Meeting Agenda January 16, 2024

Guide to City Council Proceedings
Meetings of the City Council are held the first and third Tuesday of each month at 9:00 a.m. and are conducted in accordance with Rosenberg's Rules of Order (Vernon Municipal Code Section

2.04.020).

Copies of all agenda items and back-up materials are available for review in the City Clerk Department, Vernon City Hall, 4305 Santa Fe Avenue, Vernon, California, and are available for public inspection during regular business hours, Monday through Thursday, 7:00 a.m. to 5:30 p.m.

Agenda reports may be reviewed on the City's website at www.cityofvernon.org or copies may be purchased for $0.10 per page.

Disability-related services are available to enable persons with a disability to participate in this meeting, consistent with the Americans with Disabilities Act (ADA). In compliance with ADA, if you need special assistance, please contact the City Clerk department at [email protected] or (323) 583-8811 at least 48 hours prior to the meeting to assure arrangements can be made.

The Public Comment portion of the agenda is for members of the public to present items, which are not listed on the agenda but are within the subject matter jurisdiction of the City Council. The City Council cannot take action on any item that is not on the agenda but matters raised under Public Comment may be referred to staff or scheduled on a future agenda. Comments are limited to three minutes per speaker unless a different time limit is announced. Speaker slips are available at the entrance to the Council Chamber.

Public Hearings are legally noticed hearings. For hearings involving zoning matters, the applicant and appellant will be given 15 minutes to present their position to the City Council. Time may be set aside for rebuttal. All other testimony shall follow the rules as set for under Public Comment. If you challenge any City action in court, you may be limited to raising only those issues you or someone else raised during the public hearing, or in written correspondence delivered to the City Clerk at or prior to the public hearing.

Consent Calendar items may be approved by a single motion. If a Council Member or the public wishes to discuss an item, it may be removed from the calendar for individual consideration. Council Members may indicate a negative or abstaining vote on any individual item by so declaring prior to the vote on the motion to adopt the Consent Calendar. Items excluded from the Consent Calendar will be taken up following action on the Consent Calendar. Public speakers shall follow the guidelines as set forth under Public Comment.

New Business items are matters appearing before the Council for the first time for formal action.

Those wishing to address the Council on New Business items shall follow the guidelines for Public Comment.

Closed Session allows the Council to discuss specific matters pursuant to the Brown Act, Government Code Section 54956.9. Based on the advice of the City Attorney, discussion of these matters in open session would prejudice the position of the City. Following Closed Session, the City Attorney will provide an oral report on any reportable matters discussed and actions taken. At the conclusion of Closed Session, the Council may continue any item listed on the Closed Session agenda to the Open Session agenda for discussion or to take formal action as it deems appropriate.

City Council Agenda Report
Meeting Date: January 16, 2024
From: Michael Earl, Director of Human Resources
Department: Human Resources
Submitted by: Veronica Avendano, Human Resources Specialist Subject
Employee Service Pin Awards
Recommendation
Recognize November and December 2023 Employee Service Pin Award recipients.

Background
The following employees are eligible to receive their service pin based on the number of service years with the City of Vernon:

TWENTY-FIVE YEARS OF SERVICE
Eugenio Cerda, Police Officer, Hired December 1998

TWENTY YEARS OF SERVICE
Viet Q. Nguyen, Electrical Engineer, Hired December 2003

TEN YEARS OF SERVICE
Victor M. Enciso, Mechanic, Senior, Hired November 2013 Adrian Loya, Street Maintenance Worker, Hired November 2013 Fiscal Impact
There is no fiscal impact associated with this report.

Attachments
None.

City Council Agenda Report
Meeting Date: January 16, 2024
From: Lisa Pope, City Clerk
Department: City Clerk
Submitted by: Sandra Dolson, Administrative Secretary
Subject
Meeting Minutes
Recommendation
Approve the December 5, 2023 Regular City Council Meeting Minutes.

Background
Staff has prepared and submits the minutes for approval.

Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. December 5, 2023 Regular City Council Meeting Minutes

MINUTES

VERNON CITY COUNCIL

REGULAR MEETING
TUESDAY, DECEMBER 5, 2023
COUNCIL CHAMBER, 4305 SANTA FE AVENUE

CALL TO ORDER
Mayor Larios called the meeting to order at 9:00 a.m.

FLAG SALUTE
Mayor Larios led the Flag Salute.

ROLL CALL
PRESENT:

Crystal Larios, Mayor
Leticia Lopez, Council Member
Jesus Rivera, Council Member
Melissa Ybarra, Council Member
ABSENT:

Judith Merlo, Mayor Pro Tem
STAFF PRESENT:

Carlos Fandino, City Administrator
Zaynah Moussa, City Attorney
Lisa Pope, City Clerk
Scott Williams, Finance Director
Fredrick Agyin, Health and Environmental Control Director Michael Earl, Human Resources Director
Robert Sousa, Police Chief
Dan Wall, Public Works Director
Todd Dusenberry, Public Utilities General Manager

APPROVAL OF THE AGENDA
MOTION
Council Member Ybarra moved and Council Member Lopez seconded a motion to approve the agenda. The question was called and the motion carried 4-0, Mayor Pro Tem Merlo absent.

PUBLIC COMMENT
City Clerk Pope read an email from Jonathan Hawes.

Regular City Council Meeting Minutes Page 2 of 5
December 5, 2023

PRESENTATIONS

1. City Administrator Report
City Administrator Fandino provided information on various topics including New Business Welcome, Daggett Project Ribbon Cutting, Prime Data Topping Out Ceremony, Composting Program, New Online Permitting Portal, Non-Profit Grant Workshop, Senator Durazo Visit, Business Engagement, and Community Events.

PUBLIC HEARINGS

2. Digital Billboard Development Agreements with Clear Channel Outdoors, LLC
Public Works Director Wall presented the staff report.

In response to Council questions, Public Works Director Wall explained the payment to be received; length of the agreement due to investment by Clear Channel; standards for lumen; and the proposed billboard to be installed at City Hall.

Mayor Larios opened the public hearing.

Lane Lawson, Clear Channel Outdoors, LLC, explained the automatic dimming on the billboards and static messaging.

There being no additional speakers, Mayor Larios closed the public hearing.

MOTION
Council Member Ybarra moved and Council Member Rivera seconded a motion to: A. Find that the ordinances are not subject to CEQA because the adoption of these ordinances are not a “project” pursuant to CEQA Guidelines Section 15302, because the proposed development and conversion of static billboards to digital billboards contemplates only replacement or reconstruction of existing facilities at the sites having substantially the same size, purpose, and capacity; B. Introduce and conduct first reading of Ordinance No. 1296 approving Digital Billboard Development Agreement No. CCO-01 for Assessor Parcel Numbers 5192-025- 900 and 5192-025-902 between the City of Vernon and Clear Channel Outdoor, LLC; C. Introduce and conduct first reading of Ordinance No. 1297 approving Digital Billboard Development Agreement No. CCO-02 for Assessor Parcel Number 6308-016-054 between the City of Vernon and Clear Channel Outdoor, LLC; D. Introduce and conduct first reading of Ordinance No. 1298 approving Digital Billboard Development Agreement No. CCO-03 for Assessor Parcel Number 5192-019-801; and E. Direct staff to schedule second reading and adoption of Ordinance Nos. 1296, 1297, and 1298 for the January 16, 2024, Regular City Council meeting. The question was called and the motion carried 4- 0, Mayor Pro Tem Merlo absent.

Regular City Council Meeting Minutes Page 3 of 5
December 5, 2023

CONSENT CALENDAR
MOTION
Council Member Lopez moved and Council Member Ybarra seconded a motion to approve the Consent Calendar. The question was called and the motion carried 4- 0, Mayor Pro Tem Merlo absent.

The Consent Calendar consisted of the following items:

3. Meeting Minutes
Recommendation: Approve the November 21, 2023 Regular City Council Meeting Minutes.

4. Claims Against City
Recommendation: Receive and file the claim submitted by Rembish & LaSararcina, LLC, Attorneys at Law on behalf of HV Randall Foods, LLC.

5. Regulation of Fueling Stations in the Truck and Freight Terminal (T) Overlay Zone
Recommendation: Conduct second reading and adopt Ordinance No. 1295 amending Vernon Municipal Code Section 17.16.020 and adding Sections

17.48.035 and 17.48.040D regarding fueling stations in the Truck and Freight Terminal (T) Overlay Zone.

6. Operating Account Warrant Register
Recommendation: Approve Operating Account Warrant Register No. 121, for the period of October 22 through November 4, 2023, totaling $6,252,817.99 and consisting of ratification of electronic payments totaling $5,879,197.12 and ratification of the issuance of early checks totaling $373,620.87.

7. Public Works Department Monthly Report
Recommendation: Receive and file the October 2023 Building Report.

8. Salary Plan Administration Policy
Recommendation: A. Adopt the revised Personnel Policies and Procedures Manual Policy II-3 – Salary Plan Administration; and B. Authorize the City Administrator and Director of Human Resources to execute and distribute the Policy.

9. Observed City Holidays
Recommendation: Designate December 26, 2023, and January 2, 2024, as observed City Holidays and approve the closure of City offices on said days.

10. Professional Services Agreement with Foothill Communications for an Emergency Responder Radio Coverage System (ERRCS)
Recommendation: Approve and authorize the City Administrator to execute a Professional Services Agreement with Foothill Communications, in substantially the same form as submitted, for the purchase and installation of an ERRCS for a total amount not-to-exceed $138,574.12.

11. Services Agreement with Montrose Air Quality Services, LLC Recommendation: A. Find that approval of the proposed action is exempt from California Environmental Quality Act (CEQA) review, because it is a testing activity that will not result in direct or indirect physical changes in the environment, and therefore does not constitute a “project” as defined by CEQA Guidelines Section Regular City Council Meeting Minutes Page 4 of 5
December 5, 2023
15378; and B. Approve and authorize the City Administrator to execute a Services Agreement with Montrose Air Quality Services, LLC (Montrose), in substantially the same form as submitted, to provide source testing for natural gas generation facilities in an amount not-to-exceed $238,238, for a three-year term.

12. Services Agreement with Richard Heath and Associates, Inc.

Recommendation: Approve and authorize the City Administrator to execute a Services Agreement with Richard Heath and Associates, Inc. (RHA), in substantially the same form as submitted, to provide energy audit, engineering support and direct installation services in an amount not-to-exceed $375,000, for a three-year term.

13. Amendment No. 1 to Services Agreement with Waterline Technologies, Inc.

Recommendation: Approve and authorize the City Administrator to execute Amendment No. 1 to the Services Agreement with Waterline Technologies, Inc., in substantially the same form as submitted, to add a 100-gallon minimum policy per facility for bulk deliveries.

14. Purchase Orders with National Auto Fleet Group
Recommendation: A. Approve and authorize the issuance of a Purchase Order with National Auto Fleet Group (NAFG) for a 2024 Ford Super Duty F-350, for a total amount not-to-exceed $76,558.10; B. Authorize a contingency amount of twenty percent (20%) or $15,311.62 for unforeseen fluctuations in price, and grant authority to the City Administrator to issue a Supplemental to the Purchase Order to NAFG for an amount up to the contingency amount; C. Approve and authorize the issuance of a Purchase Order with NAFG for a 2024 Ford Super Duty F-350 with a liftgate, for a total amount not-to-exceed $84,143.49; and D. Authorize a contingency amount of twenty percent (20%) or $16,828.70 for unforeseen fluctuations in price, and grant authority to the City Administrator to issue a Supplemental to the Purchase Order to NAFG for an amount up to the contingency amount.

15. Professional Services Agreement with BLX Group LLC for Financial Advisory Services
Recommendation: Approve and authorize the City Administrator to execute a Professional Services Agreement with BLX Group LLC, in substantially the same form as submitted, for Financial Advisory Services for a total amount not-to-exceed $200,000 for a one (1) year term.

ORAL REPORTS

16. City Administrator Reports on Activities and Other Announcements.

City Administrator Fandino announced the water rate adjustment effective January 1, 2024; LA Metro public vote for the Metro West Santa Ana Branch Transit Project; Lynwood Candy Cane Lane Parade on December 8, at 7:00 p.m.; Special Housing Commission meeting on December 6, at 6:00 p.m.; Holiday Tree Lighting on December 7, from 5:00 p.m. to 7:00 p.m.; Huntington Park Holiday Parade on December 9, at 5:00 p.m.; Special Green Vernon Commission Meeting on December 12, at 3:30 p.m.; Holiday events on December 13; and delivery of the Vernon resident newsletter. He wished everyone Happy Holidays.

Regular City Council Meeting Minutes Page 5 of 5
December 5, 2023

17. City Council Reports on Activities (including AB 1234), Announcements, or Directives to Staff.

None.

ADJOURNMENT
Mayor Larios adjourned the meeting at 9:26 a.m.
______________________________
CRYSTAL LARIOS, Mayor
ATTEST:
____________________________
LISA POPE, City Clerk
(seal)
City Council Agenda Report
Meeting Date: January 16, 2024
From: Lisa Pope, City Clerk
Department: City Clerk
Submitted by: Sandra Dolson, Administrative Secretary
Subject
Claims Against City
Recommendation
Receive and file the claim submitted by the Law Offices of Payam Y. Poursalimi on behalf of Simon Perez.

Background
The City received the following claim and, pursuant to Vernon Municipal Code Section 2.23.040, the claim is being presented to the City Council as soon after filing as possible.

Name of Claimant Amount Demanded Date Received
Simon Perez Undetermined December 11, 2023
Fiscal Impact
There is no fiscal impact associated with this report.

Attachments

1. Simon Perez Claim

City Council Agenda Report
Meeting Date: January 16, 2024
From: Lisa Pope, City Clerk
Department: City Clerk
Submitted by: Sandra Dolson, Administrative Secretary
Subject
Digital Billboard Development Agreements with Clear Channel Outdoors, LLC Recommendation
Conduct second reading and adopt Ordinance No. 1296 approving Digital Billboard Development Agreement No. CCO-01 for Assessor Parcel Numbers 5192-025-900 and 5192-025-902 between the City of Vernon and Clear Channel Outdoor, LLC; Ordinance No. 1297 approving Digital Billboard Development Agreement No. CCO-02 for Assessor Parcel Number 6308-016- 054 between the City of Vernon and Clear Channel Outdoor, LLC; and Ordinance No. 1298 approving Digital Billboard Development Agreement No. CCO-03 for Assessor Parcel Number 5192-019-801.

Background
At the December 5, 2023 Regular City Council Meeting, the City Council introduced and conducted first reading of Ordinance Nos. 1296, 1297, and 1298 approving Digital Billboard Development Agreements with Clear Channel Outdoors, LLC, allowing the conversion of static billboards to digital billboards.

Summary of the Ordinances was posted on the City’s website on December 6, 2023, and published on December 14, 2023, pursuant to legal requirements.

Fiscal Impact
The fiscal impact of publishing the ordinances is estimated at $100. Sufficient funds are available in the General Fund, City Clerk Department, Advertisement/Promotion Account No. 011-010- 125-525000 for the current fiscal year.

Attachments

1. Ordinance No. 1296

2. Ordinance No. 1297

3. Ordinance No. 1298
ORDINANCE NO. 1296

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON
APPROVING DIGITAL BILLBOARD DEVELOPMENT AGREEMENT NO.

CCO-01 FOR ASSESSOR PARCEL NUMBERS 5192-025-900 AND 5192- 025-902 BETWEEN THE CITY OF VERNON AND CLEAR CHANNEL

OUTDOOR, LLC
SECTION 1. Recitals.

A. Clear Channel Outdoor, LLC (Developer) currently has an ownership interest in that portion of real property within the City of Vernon (City), located adjacent to, and on the eastside of Downey Road, approximately 480 feet north of Bandini Boulevard and wishes to convert a static billboard to a digital billboard.

B. The City and Developer have negotiated and prepared Digital Billboard Development Agreement No. CCO-01 (Development Agreement) the purpose of which is to memorialize, among other things, the respective duties of the parties with respect to the development of the Billboard, as well as the benefits that will inure to each of the parties during the term of the Development Agreement.

C. Pursuant to Vernon Municipal Code Chapter 17.84 and Section 17.96.020, the City Council of the City of Vernon desires to approve the Development Agreement and make the findings set forth herein.

THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:

SECTION 2. The City Council of the City of Vernon finds and determines that the above recitals are true and correct and are a substantial part of this ordinance.

SECTION 3. This ordinance was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The City Council finds that this ordinance is not subject to CEQA because the adoption of this ordinance is not a “project” pursuant to CEQA Guidelines Section 15302, because the proposed development and conversion of static billboards to digital billboards contemplates only replacement or reconstruction of existing facilities at the sites having substantially the same size, purpose, and capacity.

SECTION 4. Purpose and Authority. The purpose of this ordinance is to approve Digital Billboard Development Agreement No. CCO-01 with Clear Channel Outdoor, LLC. for the two billboard faces on the eastside of Downey Road, 480-feet north of Bandini Boulevard, Assessor Parcel Numbers 5192-025-900 and 5192-025-902.

This ordinance is authorized pursuant to Vernon Municipal Code Chapter 17.84 and Section 17.96.020, and Government Code Sections 65864 through 65860.5.

Ordinance No. 1296

_______________________
SECTION 5. Findings. In adopting this ordinance, the City Council makes the following findings:

A. The proposed Development Agreement is consistent with the objectives, policies, and general land uses and programs of the City of Vernon General Plan. The proposed digital billboards are expected to generate the following public benefits:
a net reduction in outdoor advertising signage in the City, enhanced public communications through a new digital sign to be funded by Developer and constructed at City Hall, and free City advertising space on new digital billboard(s) for purposes of posting public service announcements and City-related advertising or announcements.

B. The proposed Development Agreement will not be detrimental to the health, safety, and general welfare of persons residing in the immediate area, or detrimental to the general welfare of residents of the City as a whole.

C. The proposed Development Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5.

D. The City Council has held a duly public noticed public hearing on the proposed Development Agreements and has considered the testimony presented at such public hearing.

SECTION 6. Action. The City Council hereby approves Digital Billboard Development Agreement No. CCO-01, in substantially the form presented to the City Council, and attached to this ordinance as Exhibit A. The Mayor is authorized and directed to execute the Development Agreement for and on behalf of the City of Vernon, and the City Clerk shall attest thereto.

SECTION 7. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof, of this ordinance is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council declares that it would have adopted this ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or unconstitutional. To this end, the provisions of this ordinance are declared to be severable.

SECTION 8. The City Clerk shall certify the adoption and publish this ordinance as required by law.
/ / /
Ordinance No. 1296

_______________________
SECTION 9. This ordinance shall become effective after the thirtieth day following its adoption.

APPROVED AND ADOPTED _____, 2024.
______________________
CRYSTAL LARIOS, Mayor
ATTEST:

LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:

ZAYNAH N. MOUSSA, City Attorney

RECORDING REQUESTED BY AND
AFTER RECORDING MAIL TO:

CITY OF VERNON
4305 S. Santa Fe Ave.

Vernon, CA 90058
Space above this line reserved for recorder’s use
[Exempt From Recording Fee Per Gov. Code §6103]
DIGITAL BILLBOARD DEVELOPMENT AGREEMENT NO. CCO-1
This Digital Billboard Development Agreement (hereinafter “Agreement”) is entered into by and between the CITY OF VERNON, a California municipal corporation and a California charter City incorporated under the laws of the State of California (hereinafter “City”) and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (hereinafter “Developer”).

RECITALS
A. California Government Code Sections 65864, et seq., (“Development Agreement Law”) authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purposes of strengthening the public planning process, encouraging private participation and comprehensive planning, and identifying the economic costs of such development.

B. Developer has a leasehold interest in that certain portion of real property located at or near the intersection of Bandini Boulevard and Downey Road in the City, Assessor Parcel Number 5192-025-900 & 5192-025-902 as more specifically described in Exhibit “A” (the “Site”) upon which Developer currently owns and operates two existing lawfully permitted single - faced 12’ x 25’ outdoor advertising signs with printed display faces seeks to relocate such signs in place as two single - faced 12’ x 25’ outdoor advertising signs with digital display faces, as more fully described in Exhibit “B” hereto (“New Digital Billboard”), in consideration for the public benefits listed herein (such relocation in place of the New Digital Billboard hereinafter referred to as the “Project”).

C. The City has determined that the Project contemplated herein complies with Title 17 (Zoning), Chapter 17.96, specifically sections 17.96.020, 17.96.060, and 17.96.080 of the City of Vernon Municipal Code, as amended, by the Ordinance approving this Agreement (the “Code”), and will provide public benefits, including, among other things, a net reduction in outdoor advertising signage in the City.

D. City and Developer agree and acknowledge that the outdoor advertising sign relocation contemplated herein complies with, and serves the purposes enumerated in, California Business & Professions Code Sections 5200 et seq. (the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412 and 5443.5 and incorporated by reference into the Code.

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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E. In exchange for the approvals sought to convert the existing double-faced billboard with printed display faces to the New Digital Billboard, as described above, Developer has offered to:

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

2. Provide advertising space free of charge to City on a space available basis as further described below; and

3. Provide to the City a signing bonus in the amount of Seventeen Thousand and 00/100 Dollars ($17,000.00) per digital face installed pursuant to this Agreement and two other digital billboard development agreements by and between the City and the Developer (such payments, collectively, the “Signing Bonus”). The Parties hereby acknowledge and agree that the Signing Bonus shall total Eighty-Five Thousand and 00/100 Dollars ($85,000.00) because the parties intend that the Developer shall install five (5) digital faces pursuant to both this Agreement and two other digital billboard development agreements that the parties shall execute as part of the collective deal. The City shall use the Signing Bonus to install, maintain, and operate a new two-faced digital sign at the City’s city hall located at 4305 S. Santa Fe Avenue in Vernon. The City shall use this sign only for advertising City-sponsored events, activities, and other public announcements; the City sign will not be used for off-premises outdoor advertising of any kind. The parties further acknowledge and agree that the City has condemned certain real property located at 5122 S. Atlantic Boulevard in the City, APN No. 6314-003-001 (the “Atlantic Boulevard Site”), for construction of the Atlantic Boulevard Bridge Widening Project.

In connection with such condemnation, the City shall pay to the Developer Thirty-Four Thousand Four Hundred and 00/100 Dollars ($34,405.00) (such amount, the “Condemnation Award”). The City shall promptly pay the Condemnation Award to the Developer.

F. Pursuant to Vernon Municipal Code section 17.96.020, a development agreement is required to memorialize the expectations of City and Developer as more particularly described herein.

G. On December 5, 2023, the City Council of the City, pursuant to Government Code sections 65867 and 65867.5 and Vernon Municipal Code sections 17.84.060 and

17.96.020, as well as other applicable law, held a duly noticed public hearing to consider the approval of this Agreement and, after hearing public testimony thereon, considered the proposal and introduced Ordinance No. 1296.

H. The City Council has found that: this Agreement is in the best public interest of the City and its residents; approving this Agreement constitutes a present exercise of the City’s police power; the terms of the Agreement will not be detrimental to the public’s health, safety, or general welfare; and this Agreement is consistent with the City’s General Plan and Municipal Code. This Agreement and the proposed Project (as hereinafter defined) will allow for the incorporation of modern technology into relocated displays.

I. On January 16, 2024, the City Council held the second reading of Ordinance No. 1296, thereby approving this Agreement.

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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J. City finds and determines that all actions required of City precedent to approval of this Agreement by Ordinance No. 1296 of the City Council have been duly and regularly taken.

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

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized when used in the Agreement. In addition to the terms defined in the Recitals above and elsewhere in this Agreement, the defined terms include the following:

1.1.1 “Agreement” means this Development Agreement and all attachments and Exhibits hereto.

1.1.2 “City” means the City of Vernon, a California charter City and California municipal corporation.

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

1.1.4 “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.

1.1.5 “Development Approvals” means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act (“CEQA”) and from the California Department of Transportation (“Caltrans”), if any.

1.1.6 “Effective Date” is when the Agreement is signed by both the Developer and City and when the Agreement is approved by Ordinance No. 1296, but shall be no sooner than 30 days following approval of this Agreement by Ordinance No. 1296, and after expiration of all applicable appeals periods.

1.1.7 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of City, including, but not limited to, the City’s General Plan Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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and 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 provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the 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 NPDES regulations and approvals from the Caltrans Outdoor Advertising Division, to the extent applicable.

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

1.1.9 “New Digital Billboard” means the new double-faced digital sign, as described in Exhibit “B” hereto located on the Site, and a relocation in place of the existing lawfully permitted double faced outdoor advertising structure 12’ x 25’ foot printed display faces on the Site.

1.1.10 “Operational” means the New Digital Billboard is capable, legally and functionally, of displaying advertising on the digital displays with a permanent source of power.

1.1.11 “Project” means the relocation in place of the existing outdoor advertising structure at the Site as the New Digital Billboard.

1.1.12 “Scope of Development” means the Scope of Development attached hereto as Exhibit “C” and incorporated herein.

1.1.13 “Site Lease” means the lease agreement by and between Developer and Los Angeles City (Harbor Department) the owner of the Site.

1.1.14 “Subsequent Land Use Regulations” means any Land Use Regulations effective after the Effective Date of this Agreement which governs development and use of the Project and/or the Site.

1.1.15 “Subsequent Development Approvals” means any and all permits and approvals which may be required by City, affected utility, or any other governmental agency for repair, maintenance, construction, reconstruction, enhancement, development, operation, or other work to be performed by Developer, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act (“CEQA”), that occurs after the Project has been constructed and become operational. Consistent with the Outdoor Advertising Act (Bus. & Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals.

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

1.2 Exhibits. The following documents are attached to, and by this reference made a part of this Agreement: Exhibit “A” (Legal Description of Site), Exhibit “B” (Description of New Digital Billboard), Exhibit “C” (Scope of Development).

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. From and following the Effective Date, actions by the City and Developer with respect to the Site, the Project, or the New Digital Billboard, including actions by the City on applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement; provided, however, that nothing in this Agreement shall be deemed or construed (i) to modify or amend the Site Lease, or any of Developer’s obligations thereunder; (ii) bind or restrict the owner of the Site with respect to its ownership or operation of the Site; or (iii) to impose any obligation whatsoever on the owner of the Site, including without limitation any obligation with respect to the Project, except as expressly set forth in this Agreement.

2.2 Interest in the Site. City and Developer acknowledge and agree that Developer has a legal or equitable interest in the Site and thus is qualified to enter into and be a party to this Agreement under California Government Code 65864 et. seq. If Developer’s leasehold interest is prematurely terminated by the owner of the Site, then Developer shall have no further obligations under Section 3.2 4 or Exhibit “C” of this Agreement relative to the construction or maintenance of the sign thereon, including but not limited to any payments under Section 2.5 or elsewhere hereunder. Additionally, if Developer’s leasehold interest is prematurely terminated by owner of the Site, then this Agreement shall be terminated and Developer shall have no further obligations under this Agreement, except as provided under Section 4.1 with respect to Developer’s responsibility to remove the digital display faces on the New Digital Billboard as provided therein.

2.3 No Assignment. Except as set forth herein, neither party may sublet, assign or otherwise transfer this Agreement, or any interest herein, either voluntarily or by operation of law, without the other party’s prior written consent, which the other party shall not unreasonably withhold, condition, or delay. Notwithstanding the above, the consent of City shall not be required: (a) for Developer to assign its rights and duties under this Agreement to any type of legal entity, including but not limited to a limited liability company, corporation, or limited partnership, controlling, controlled by or under common control with Developer or to any entity that acquires a majority of Developer’s assets in the Southern California market; or (b) in the event any such entity to which this Agreement has been so assigned thereafter merges with another company, reorganizes its stock, or undergoes a similar corporate restructuring, changes ownership or sells any of its assets or stock. Any security posted by Developer may be substituted by the assignee or transferee. After a transfer or assignment as permitted by this Section, the City shall look solely to such assignee or transferee for compliance with the provisions of this Agreement which have been assigned or transferred.

2.4 Term of Agreement. Unless earlier terminated as provided in this Agreement, this Agreement shall continue in full force and effect until the earlier of: (a) twenty (20) years after the date the digital display faces on the New Digital Billboard become Operational; or (b) the earlier termination of this Agreement and Site Lease and the permanent removal of the digital display faces on the New Digital Billboard constructed pursuant to the terms hereof. If one digital face is removed permanently and replaced with a printed face, then this Agreement will remain in full force and effect as to the second digital face. The Annual Development Fee under Section 2.5 shall be adjusted based on the number of digital faces in operation. This Agreement may be extended for a period not to exceed ten (10) additional years at Developer’s option at the end of the initial term by delivery of written notice from Developer to the City not less than ninety Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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(90) days prior to expiration of the initial term of this 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 9.1 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.

2.5 Development Fee. The potential impacts of the Project on the City and surrounding community are difficult to identify and calculate. Developer and City agree that an annual development fee paid by Developer to City (hereinafter, the “Development Fee”) would adequately ameliorate all such potential impacts. The parties agree that the annual Development Fee payable by the Developer to the City shall be as follows:

Years 1-10: Ten Thousand and 00/100 Dollars ($10,000.00) per digital display face installed on the New Digital Billboard
Years 11-20: Twelve Thousand Five Hundred and 00/100 Dollars ($12,500.00) per digital display face installed on the New Digital Billboard Year 21-30 (if such additional ten-year option is exercised by Developer as set forth in Section 2.4.): Fifteen Thousand and 00/100 Dollars ($15,000.00) per digital display face installed on the New Digital Billboard

2.6 The Developer’s Development Fee shall be payable in monthly installments, with the first installment due on the first day of the month first following the date that the first digital display faces on the New Digital Billboard become Operational (the “Commencement Date”), and on the first day of each month thereafter (each, a “Due Date”) throughout the Term of this Agreement, as follows:

2.6.1 The monthly installments of the Development Fee shall be paid to City at City’s address designated in Section 9.20, or at such other address as City may from time to time designate in writing to Developer for the payment of the Development Fee.

2.6.2 The City may notify the Developer if the Development Fee installment is not received within 5 business days after the Due Date (“Late Notice”) and there shall be no penalty if payment is made within 5 business days following the Late Notice. The date of the Late Notice shall mean the date that it is received by the Developer after it has been placed by the City in the U.S. Mail, certified mail with return receipt. Failure to sign the return receipt shall not affect the date Late Notice is given. If City does not issue a Late Notice, penalties will begin to accrue if payment is not made within 30 days of the Due Date.

2.6.3 Late payment penalties shall be calculated as follows: five percent (5%) of the Development Fee installment due and payable for the current month shall be added to the Development Fee installment for that month for failure to make the full payment within 5 business days of the Late Notice. As an example, the Development Fee for any month is $833.33 ($10,000/12). A 5% penalty would result in a total amount due of $875.00 ($833.33 + $41.67).

Thereafter, for each additional 10 days that the full Development Fee installment is not paid, including the penalty, the Developer shall incur an additional penalty of 5% of that month’s Development Fee, for a maximum penalty of 15% of that month’s Development Fee.

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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2.6.4 Failure by Developer to pay the Development Fee installment to the City within 30 days following the Due Date of each month during the Term of this Agreement is considered a material breach of this Agreement, and if not paid in full to the City, including all late penalties, within 10 business days after written notice to Developer of such material breach, City may begin termination proceedings in accordance with Section 6, Termination of Agreement.

2.7 Developer shall notify the City in writing when the digital display faces on the New Digital Billboard become Operational for the purpose of determining the Commencement Date. The City’s issuance of a building permit shall not be unreasonably withheld, provided the issuance of a building permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable building codes and standards.

2.8 Community Benefits. Developer shall also provide the following community benefits during the entire Term of this Agreement:

2.8.1 City’s Use of Digital Sign. Developer shall also provide, free of charge to City on a space available basis, advertising space on the digital display faces on the New Digital Billboard for purposes of posting public service announcements and City-related advertising or announcements (“City Messages”). The City shall submit all proposed copy of City Messages to Developer not less than five (5) business days prior to the date the copy is proposed to be displayed, and, with the exception of Public Service Messages described in Section 2.8.3, the City shall notify Developer in writing not less than 30 calendar days prior to a requested display date. All proposed copy shall be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove copy and remove copy once posted or displayed. City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement: (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party. Any content provided by City shall be owned and belong exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. 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.

2.8.2 Indemnification for City Messages. The City shall, and hereby does agree to, indemnify, defend and hold harmless Developer 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 infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party. This indemnity shall not include Developer’s lost profits or consequential damages or any similar right, of any third party.

2.8.3 Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space on the digital display faces on the Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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New Digital Billboard Faces available to the appropriate agencies for the purposes of displaying “Amber Alert” or other emergency messages, at no cost, and in accordance with local and regional emergency protocols.

2.9 Signing Bonus. Within thirty (30) days of the Commencement Date, the Developer shall pay the applicable Signing Bonus to the City.

2.10 Prohibited Use. Developer shall not utilize the digital display faces on the New Digital Billboard to advertise tobacco, marijuana/cannabis, hashish, “gentlemen’s clubs,” adult entertainment businesses, “obscene matter,” as that term is defined in California Penal Code section 311, or any matter that is prohibited by any City ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act from the Business and Professions Code. Developer shall immediately remove any prohibited content upon notice from the City. If there is a dispute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved.

3. DEVELOPMENT AND IMPLEMENTATION OF THE PROJECT.

3.1 Vested Right to Develop The Site. Developer shall have the right to develop the Project on the Site in accordance with, and to the extent of, the Development Approvals, the Subsequent Development Approvals, and this Agreement pursuant to the Land Use Regulations including, without limitation, Developer’s vested right to develop the Project on the Site; provided that nothing in this Agreement shall be deemed to modify or amend the Site Lease. In the event of any conflict or inconsistency between (i) the Agreement, any Project conditions of approval, and terms for issuance of a Project-related building permit, and (ii) the Land Use Regulations, this Agreement and any Project conditions of approval, and terms for issuance of a Project-related building permit shall prevail and control.

3.2 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 and use of the Site; the maximum height, bulk, and size of proposed structures; the general location of public utilities; the design, and improvement and construction standards and specifications applicable to development of the Site; and other terms and conditions of development applicable to the Project, are 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.

3.3 Development Approvals. Developer shall, at its own expense and before commencement of demolition, construction or development of any structures or other work of improvement upon the Site, secure or cause to be secured all necessary Development Approvals.

Not by way of limiting the foregoing, in developing and constructing the Project, Developer shall comply with all (1) applicable development standards in the Code, (2) applicable NPDES requirements pertaining to the Project, (3) all applicable building and fire codes, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and any fees and charges hereafter imposed by City in connection with the Project which are standard and uniformly-applied to similar projects in the City.

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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3.4 The purpose of this Agreement is to set forth the rules and regulations applicable to the Project, which shall be accomplished in accordance with this Agreement, including the Scope of Development (Exhibit “C”) which sets forth a description of the Project.

3.5 Changes and Amendments. Developer may determine that changes to the Agreement are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Agreement to effectuate such change(s).

The Parties acknowledge that City shall be permitted to use its reasonable discretion and 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, and the City must comply with Paragraph 9.18 of this Agreement. Accordingly, under no circumstance shall City be obligated in any manner to approve any amendment to the Agreement. Notwithstanding the foregoing, the City Administrator shall be authorized, with the written consent of Developer, to approve any non-substantive amendment to the Agreement without processing a formal amendment to this Agreement. All other amendments shall require the approval of the City Council. The parties acknowledge that any extension of the Term for no more than twenty-four (24) months total is an example of a non-substantive change, which the City Administrator, in his or her sole discretion, may approve in writing. Nothing herein shall cause Developer to be in default if it upgrades the digital display installed pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided Developer shall secure all applicable ministerial permits to do so and ensure that such upgrade is consistent with the dimensions and standards for the displays, as provided under this Agreement, the Land Use Regulations and Subsequent Land Use Regulations.

3.6 Reservation of Authority.

3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Site:
(a) Processing fees and charges of every kind and nature imposed by the City to cover the estimated actual costs to City of processing applications for Subsequent Development Approvals to the extent such fees are assessed on a City-wide basis. (b) Procedural regulations consistent with this Agreement relating to hearing bodies, petitions, applications, notices, findings, records, hearing, reports, recommendations, appeals and any other matter of procedure. Notwithstanding the foregoing, if such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
(c) Changes adopted by the International Conference of
Building Officials, or other similar body, as part of the then most current versions of the Uniform Building Code, Uniform Fire Code, Uniform Plumbing Code, Uniform Mechanical Code, or National Electrical Code, as adopted by City as Subsequent Land Use Regulations, if adopted prior to the issuance of a building permit for development of the digital display faces on the New Digital Billboard on the Site. Notwithstanding the foregoing, if such change materially changes Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice. (d) Regulations that are not in conflict with the Development Approvals or this Agreement, and do not (1) reduce the size of the Project as permitted under the Land Use Regulations; (2) interfere with the operation of the New Digital Billboard as permitted under the Land Use Regulations; (3) change the land use designation or permitted or conditionally permitted use of the Site as described in the Land Use Regulations; (4) require the issuance of permits, approvals or entitlements by City other than those required under the Existing Land Use Regulations; or (5) materially limit the processing or procuring of applications and approvals of Subsequent Development Approvals.
(e) Regulations that are in conflict with the Development Approvals or this Agreement, provided Developer has given written consent to the application of such regulations to the Development of the Site.
(f) Applicable Federal, State, County, and multi-jurisdictional law and regulations which City is required to enforce as against the Site and that do not have an exception for existing signs or legal nonconforming uses.

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

3.6.3 Modification or Suspension by Federal or State Law. In the event that applicable federal or state laws or regulations enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, and there is no exception for the legal nonconforming use, each party shall provide the other party with written notice of such state or federal law or regulation, a copy of such law or regulation, and a statement concerning the conflict with the provisions of this Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement so as to comply with such state or federal law or regulation. This Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce.

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

3.7 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not subject to control by City may possess authority to regulate aspects of the development of the Site as contemplated herein, and this Agreement does not limit the authority of such other public agencies. Developer acknowledges and represents that, in addition to the Land Use Regulations, Developer shall, at all times, comply with all applicable federal, State and local laws and regulations applicable to the New Digital Billboard and Site that do not have an exception for a legal nonconforming use. To the extent such other public agencies preclude development or maintenance of the Project and that do not have an exception for a legal nonconforming use, Developer shall not be further obligated under this Agreement except as provided in Section 4.1. Notwithstanding the foregoing, if such action by another public agency Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.

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

3.8.1 The payment or construction must be to alleviate an impact caused by the Project or be of benefit to the Project; and

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

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

3.9 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 Project, except such fees, taxes and assessments as are described in or required by this Agreement and/or the Development Approvals. However, this Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and not the New Digital Billboard or Developer directly as follows:

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

3.9.2 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;

3.9.3 Developer shall be obligated to pay all fees applicable to a permit application as charged by City at the time such application is filed by Developer;

3.9.4 Developer shall be obligated to pay any fees imposed pursuant to any Uniform Code that existed when the application is filed by the Developer or that exists when the Developer applies for any Subsequent Development Approval.

3.10 Notwithstanding anything to the contrary herein, if there is a change in such fees to those charged as of the full execution hereof, or 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.

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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3.11 The term of any Development Approvals and Subsequent Development Approvals shall be automatically extended for the longer of the Term of this Agreement or the term otherwise applicable to the Development Approvals and Subsequent Development Approvals.

4. REMOVAL OF BILLBOARD DISPLAY FACES.

4.1 Removal by Developer. If an extension of the Term is not granted by the City according to the provisions of paragraph 2.4, above, the New Digital Billboard digital display faces will be removed and the displays may be converted back to printed displays at the expiration of the Term. In the event that the digital displays are not converted back to printed displays according to the terms of this paragraph, Developer shall within sixty (60) days from expiration of the Term, at its sole cost and expense, be required to demolish and remove the New Digital Billboard digital display faces.

4.2 City’s Right to Demand Removal Upon Breach. Provided Developer is not in material breach hereof past any applicable notice and cure period, City will not have the right to remove the New Digital Billboard digital display faces. Should Developer be in material breach of this Agreement past any applicable notice and cure period, and subject to due process, City may only require removal of the New Digital Billboard digital display faces. If City requires the New Digital Billboard digital display faces to be removed pursuant to the terms of this paragraph, Developer shall, at its sole cost and expense, remove the digital displays upon the New Digital Billboard and convert the displays to printed displays within ninety (90) days of City’s notice to Developer of such breach.

5. REVIEW FOR COMPLIANCE.

5.1 Annual Reviews. At least once every twelve (12) months, Developer shall demonstrate its good faith compliance with the terms hereof by providing written correspondence addressed to the City’s Director of Public Works demonstrating such good faith compliance. “Good faith compliance” shall mean that Developer has sufficiently followed the terms of this Agreement so as to carry out the intent of the parties in entering into it. After receiving and reviewing Developer’s written submission, if the Director of Public Works finds that Developer is not acting in good faith compliance with this Agreement, the Director of Public Works shall schedule a hearing before the City Administrator in order to evaluate Developer’s good faith compliance with the terms of the Agreement. The City shall provide Developer with notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five days prior to the hearing. The City Administrator’s determination following such hearing shall be based on substantial evidence, and shall be subject to appeal to the City Council.

If the City Administrator or City Council, as applicable, finds that the Developer is not in good faith compliance with the terms of this Agreement, the provisions of Section 6 shall govern the parties rights.

5.2 City Right of Access. The City, its officers, employees, agents and contractors, shall, in the exercise of the City’s police power, have the right, at their sole risk and expense, to enter the Site consistent with any rights the City has obtained by virtue of recorded easement or other property interests or, if no such interests exist, upon execution of a license or other applicable written agreement in a form mutually acceptable to the owner of the Site and upon written notice to Developer. The access to the Site described in this paragraph shall be for Ordinance No. 1296

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the purpose of conducting the inspection, maintenance, repair, service, construction, or relocation of any public improvements or public facilities located on the Site, or to exercise its rights under Section 4.2. If an emergency repair to a public improvement or public facility on the Site is required and the City does not possess and has not obtained the foregoing access rights, 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, with the reasonableness of such notice to be determined from the circumstances necessitating the entry. Any damage or injury to the Site or to the improvements constructed thereon resulting from such entry shall be promptly repaired at the sole expense of the City. 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, so long as the City conducts the foregoing activities in a manner consistent with and protective of Developer’s and the Site owner’s due process rights. Except as explicitly provided for in this Agreement (including without limitation in this Section and Section 4.2 above), the City shall have no right whatsoever to enter the Site.

5.3 Procedure. Each party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the Agreement, to explain the basis for such assertion, and to receive from the other party a justification of its position on such matters. If, on the basis of the parties’ review of any terms of the Agreement, either party concludes that the other party has not complied with the terms of the Agreement, then such party may issue a written “Notice of Non-Compliance” specifying the grounds therefore and all facts demonstrating such non-compliance. The party receiving a Notice of Non-Compliance shall have forty-five (45) days to cure or remedy the non-compliance identified in the Notice of NonCompliance, or if such cure or remedy is not reasonably capable of being cured or remedied within such forty-five (45) days period, to commence to cure or remedy the non-compliance and to diligently and in good faith prosecute such cure or remedy to completion. If the party receiving the Notice of Non-Compliance disputes that it is in non-compliance with the terms of this Agreement, that party shall respond in writing to the Notice of Non-Compliance within forty-five (45) days after receipt of the Notice of Non-Compliance. If a Notice of Non-Compliance is disputed, the parties shall, for a period of not less than fifteen (15) days following receipt of the response to the Notice of Non-Compliance, seek to arrive at a mutually acceptable resolution of the dispute. In the event that a cure or remedy is not timely effected or, if the Notice of NonCompliance is disputed 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 described above, the party alleging the non-compliance may thereupon pursue the remedies provided in Section 6. Neither party hereto shall be deemed in breach if the reason for non-compliance is due to a “force majeure” event as defined in, and subject to the provisions of, Section 9.10.

6. DEFAULT AND REMEDIES.

6.1 Termination of Agreement.

6.1.1 Termination of Agreement for Material Default of Developer. City, in its discretion, may terminate this Agreement upon written notice to Developer for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply with the terms of this Agreement (hereinafter referred to as “default” or “breach”); provided, however, City may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5.3. In the event of a termination by City under this Section Ordinance No. 1296

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6.1.1, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the any processing fee and the Development Fee paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that City terminates this Agreement under this Section 6.1.1 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of any processing fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.

6.1.2 Termination of Agreement for Material Default of City. Developer, in its discretion, may terminate this Agreement upon written notice to City for any material failure of City to perform any material duty or obligation of City hereunder or to comply in with the terms of this Agreement; provided, however, Developer may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5.3. In addition, Developer may terminate this Agreement upon written notice to City, if despite Developer’s good faith efforts, it is unable to secure the Development Approvals and any other necessary approvals and/or compliance with requirements under laws necessary to effectuate the Project is not feasible. In the event of a termination by Developer under this Section 6.1.2, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including any processing fee and the Development Fee, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard digital display faces that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that Developer terminates this Agreement under this Section 6.1.2 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of any processing Fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.

6.1.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to (i) any default in the performance of the provisions of this Agreement which has occurred prior to said termination, (ii) Developer’s obligation to remove the digital display faces on the New Digital billboard pursuant to Section 4.1 or (iii) any continuing obligations to indemnify other parties.

6.2 Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non-defaulting party shall have the right to: (a) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (b) 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, or punitive) against the City other than attorneys’ fees to the extent provided in Section 9.13 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 9.13 below.

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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7. INSURANCE, INDEMNIFICATION AND WAIVERS.

7.1 Insurance. Developer shall carry, and comply with, the following insurance requirements during the Term of this Agreement.

7.1.1 Types of Insurance.
(a) Liability Insurance. Beginning on the Effective Date hereof and until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be kept in force for the mutual benefit of City, as additional insured, and Developer comprehensive broad form general liability insurance covering Developer’s possession and use of the Site and providing protection of at least Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) in the aggregate for any accidents or occurrences, and at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to City evidence that any contractors with whom Developer has contracted for the performance of any work for which Developer is responsible maintains the same limits of coverage, as specified above. Developer shall provide to the City annual proof of insurance consistent with terms and conditions of this agreement. (b) Worker’s Compensation. Developer shall also furnish or cause to be furnished to City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker’s compensation insurance as required by law.
(c) Insurance Policy Form, Sufficiency, Content and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies qualified to do business by California with an AM Best Rating of no less than “A”. All such policies shall be non-assignable and shall contain language, to the extent obtainable, to the effect that (i) the policies are primary and noncontributing with any insurance that may be carried by City, but only with respect to the liabilities assumed by Developer under this Agreement; and (ii) the policies cannot be canceled or materially changed by Developer except after thirty (30) days’ written notice by Developer to City or City’s designated representative and the City’s approval thereof. Developer shall furnish City with certificates of insurance evidencing that Developer has complied with the requirements of this paragraph 7.1.1.

7.1.2 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits:
(1) For insurance required above, within seven (7) days after the Effective Date .
(2) The City can request current certificates of all insurance policies as required. The City reserves the right to obtain copies of relevant policy forms and endorsements of the required insurance policies.

Developer’s failure or refusal to procure or maintain insurance as required herein or failure or refusal to furnish City with proof that the required insurance has been procured and is in full force Ordinance No. 1296

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and effect may, after complying with the requirements of Section 5.3, be deemed a default under the terms of this Agreement.

7.2 Indemnification.

7.2.1 General. Developer shall indemnify the City, and its respective officers, employees, and/or agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein “claims or liabilities”) that may be asserted or claimed by any person(s), firm, or entity arising out of or in connection with this Agreement and/or the work, operations, or activities of Developer, its agents, employees, subcontractors, and/or invitees, hereunder, upon the Site. (a) Developer will defend any action or actions filed in connection with any of said claims or liabilities covered by the indemnification provisions herein and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith, which attorneys will be the attorneys hired by the insurance company where insurance coverage applies.
(b) Developer will promptly pay any judgment rendered against the City or its respective officers, agents, or employees that falls within the scope of Developer’s indemnity obligations, as defined above in paragraph 7.2.1.

7.2.2 Exceptions. The foregoing indemnity shall not include claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents, or employees or contractors. The foregoing indemnity shall also not include claims or liabilities arising from City’s use of Developer’s advertising space pursuant to paragraph 2.9.1 above.

7.2.3 Additional Coverage. Without limiting the generality of the foregoing, Developer’s indemnity obligation shall include any liability arising by reason of any accident or other occurrence caused by Developer in or on the Site causing injury to any person or property;
(a) Loss and Damage. Except as set forth below, City shall not be liable for any damage to property of Developer or others located on the Site, nor for the loss of or damage to any property of Developer or others by theft or otherwise. Except as set forth below, City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the Site or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical condition of the Site, or by any other cause of whatsoever nature. The provisions of this subparagraph (a) shall not apply (i) to the extent City or its agents, employees, subcontractors, invitees or representatives causes such injury or damage, or (ii) to the extent covered in any permit to enter the Site executed by the City.
(b) Period of Indemnification. The obligations for indemnity under this Section 7.2 shall begin upon the Effective Date and shall survive termination of Development Agreement.

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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8. MORTGAGEE PROTECTION.

The parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer’s sole discretion, from encumbering the Site or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Site. City acknowledges that the lenders providing such financing may require certain Agreement modifications and City agrees upon request, from time to time, to meet with Developer, the owner of the Site, and representatives of such lenders to negotiate in good faith any such request for modification. Subject to compliance with applicable laws, City will not unreasonably withhold its consent to any such requested modification provided City determines such modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Site shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Project or the Site made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust
encumbering the Project or the Site, or any part thereof, which Mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer’s obligations under this Agreement.
(c) If City timely receives a request from a Mortgagee
requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall make a good faith effort to provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Developer. The Mortgagee shall have the right, but not the obligation, to cure the default during the period that is the longer of (i) the remaining cure period allowed such party under this Agreement, or (ii) sixty (60) days. (d) Any Mortgagee who comes into possession of the Project or the Site, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Project or the Site, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; except that (i) to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City’s performance hereunder, and (ii) in the event any Mortgagee seeks to develop or use any portion of the Project or the Site acquired by such Mortgagee by foreclosure, deed of trust, or deed in lieu of foreclosure, such Mortgagee shall strictly comply with all of the terms, conditions and requirements of this Agreement and the Development Approvals applicable to the Project or the Site or such part thereof so acquired by the Mortgagee.

9. MISCELLANEOUS PROVISIONS.

9.1 Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City within ten (10) days of execution, as required by Government Code Ordinance No. 1296

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Section 65868.5. Amendments approved by the parties, and any cancellation, shall be similarly recorded.

9.2 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.

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

9.4 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 nondrafting party, shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and hereof.

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

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

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

9.8 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.

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

9.10 Force Majeure. Notwithstanding the contrary herein, neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, rains, winds, wars, pandemics, Ordinance No. 1296

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epidemics, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control (including the party’s employment force), government actions and regulations (other than those of the City), court actions (such as restraining orders or injunctions), or other causes beyond the party’s reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years and further provided that if such delay is longer than six (6) months, Developer may terminate this Agreement upon written notice to City and City shall return to Developer any portion of the Development fee paid for any period after the effective date of such termination.

9.11 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.

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

9.13 Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county. Service of process on City shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. In the event of any action between City and Developer seeking enforcement or interpretation of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys’ fees.

9.14 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.

9.15 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the Development of the Project is a private 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 City and Developer is that of a government entity regulating the Development of private property, on the one hand, and the holder of a legal or equitable interest in such property on the other hand. City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private Development into a “public work” project, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer’s private project into a public work Ordinance No. 1296

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project, it being understood that this Agreement is entered into by City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement which are incorporated into this Agreement and made a part hereof, and that City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement.

9.16 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.

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

9.18 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements. The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non-material modifications may be approved by the City Administrator upon approval by the City Attorney.

9.19 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound.

9.20 Notices. All notices under this Agreement shall be effective when delivered by United States Postal Service mail, registered or certified, postage prepaid return receipt requested; and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing by providing notice to the other party:

To City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: City Administrator
To Developer: Clear Channel Outdoor, LLC
19320 Harborgate Way
Torrance, CA 90501
Attn: Vice President, Real Estate & Public Affairs
Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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With Copy To: Clear Channel Outdoor, LLC
2325 E. Camelback Road, Suite 250
Phoenix, AZ 85016
Attn: Operations Counsel

9.21 Nonliability of City Officials. No officer, official, member, employee, agent, and/or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, and/or representative.

9.22 No Brokers. City and Developer represent and warrant to the other that neither has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorneys’ fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder’s fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder’s fee.

9.23 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.
[Signatures Begin on Next Page].

Ordinance No. 1296

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Clear Channel Outdoor, LLC

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

City: CITY OF VERNON
By:

Crystal Larios, Mayor
ATTEST:

Lisa Pope, City Clerk
APPROVED AS TO FORM:

Zaynah N. Moussa, City Attorney
Developer:

CLEAR CHANNEL OUTDOOR, LLC,
a Delaware limited liability company

Bryan Parker, Executive Vice President
[end of signatures]

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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

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

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

WITNESS my hand and official seal.

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

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

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

WITNESS my hand and official seal.

Signature
Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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EXHIBIT “A”

LEGAL DESCRIPTION OF SITE
SAN ANTONIO RANCHO UND 1/2 INT IN POR OF SD RANCHO – APN# 5192-025-900 & 5192-025-902

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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EXHIBIT “B”
Description of New Digital Billboard
CCO will be relocating the existing printed display faces in place as a two single -faced 12’ x 25’ outdoor advertising signs with digital display faces
Existing South Face
Existing North Face
Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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Digital Panel Sample
Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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EXHIBIT “C”

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

1. Project. Developer shall relocate in place the existing printed sign faces and shall convert it to the New Digital Billboard with digital display faces in accordance with the terms of this Agreement. The two (2) existing structures will have one (1) new digital display faces each for a total of two (2) digital display faces (each display face measuring approximately 12’ x 25’) within the Site.

2. Building Fees. Developer shall pay all applicable City building fees, as described in this Agreement, at the time that a building permit is issued for the installation of the New Digital Billboard Faces on the Site.

3. Maintenance and Access. Developer, for itself and its successors and assigns, hereby covenants and agrees to be responsible for the following:
(a) Maintenance and repair of the New Digital Billboard and Site (where authorized pursuant to the Site Lease) including but not limited to, the displays installed thereon, and all related on-Site improvements, easements, rights-of-way at its sole cost and expense.

Developer’s maintenance and repair obligation shall include, without limitation, maintaining any poles, lighting, signs and walls in good repair and free of graffiti, rubbish, debris and other hazards to persons using the same. Developer shall maintain and repair the New Digital Billboard digital display faces in accordance with all applicable laws, rules, ordinances and regulations of all federal, State, and local bodies and agencies having jurisdiction over the Site [unless those federal, State, and local bodies have an exception for a legal nonconforming use]. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Project; (ii) replacement of any fixtures, equipment or property damaged by the Project to the extent required by this Agreement or applicable law; (iii) the ongoing maintenance by the Developer of any access points to the New Digital Billboard to minimize dust caused by the Project; and (iv) the repair, replacement and repainting of the New Digital Billboard structure and display faces as necessary to maintain such billboard in good condition and repair. (b) Maintenance of the Site (where authorized pursuant to the Site Lease) in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance of the New Digital Billboard digital display faces or structure such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within three hundred (300) feet of Site.

4. Other Rights of City. In the event of any violation or threatened violation of any of the provisions of this Exhibit “C,” then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of this Agreement, the City shall have the right, after complying with Section 5.3 of this Agreement, (i) to enforce the provisions hereof by undertaking any maintenance or repairs required by Developer under Paragraph 3 above (subject Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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to the execution of a permit to enter in form reasonably acceptable to Owner) and charging Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or revoke in the manner proscribed by law, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the New Digital Billboard digital display faces.

5. No City Liability. The granting of a right of enforcement to the City does not create a mandatory duty on the part of the City to enforce any provision of this Agreement.

The failure of the City to enforce this Agreement shall not give rise to a cause of action on the part of any person. No officer or employee of the City shall be personally liable to the Developer, its successors, transferees or assigns, for any default or breach by the City under this Agreement.

6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Digital Billboard digital display faces and, where stated, on the Site, shall conform to all applicable provisions of the Code and the following conditions, in a manner subject to the approval of the Director of Public Works or designee:
(a) A building permit may be required and structural calculations shall be prepared by a licensed civil engineer and approved by the City Building Official. (b) The New Digital Billboard shall remain located in the portion of the Site as described in attached Exhibit A and as set forth herein and based on dimensions described in Section 1, above.
(c) The size of each digital display face of the New Digital Billboard shall not exceed a maximum area of 300 square feet with no extensions or borders. (d) Plans and specifications for the proposed installation of the New Digital Billboard digital display faces, including all utility plans, shall be submitted to the City Planning and Building Departments for plan check and approval prior to the issuance of building permits.
(e) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City.
(f) Developer shall maintain the Site and use thereof in full compliance with all applicable codes, standards, policies and regulations imposed by the City, County, State or federal agencies by any duly and valid city, county or state ordinance with jurisdiction over the facilities, unless the Project is exempted as a legal nonconforming use. (g) The Developer shall pay any and all applicable fees due to any public agency pertaining to the New Digital Billboard digital display faces prior to the final issuance of the building permits.
(h) The activities proposed in this Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way.

Ordinance No. 1296

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Digital Billboard Development Agreement No. CCO-01
Clear Channel Outdoor, LLC

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(i) All graffiti shall be adequately and completely removed or painted over within 48 hours of notice to Developer of such graffiti being affixed on the New Digital Billboard.
(j) Developer shall comply with the standards as adopted by the Outdoor Advertising Association of America, Inc. (OAAA), including but not limited to, the 0.3 footcandles limitation over ambient light levels at 250 feet, and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic diming capabilities, as well as providing the City’s Director of Public Works or designee with a designated Developer employee’s phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City’s Director of Public Works or designee, Developer shall perform a brightness measurement of the display using OAAA standards and provide City with the results of same within 15 days of the City’s complaint. Developer shall dim the display to the appropriate setting immediately upon the conclusion of any such measurement that concluding that the light standards were exceeded.
(k) In the event ten percent (10%) or more of the digital sign face is not operating correctly or in the event of a malfunction, Developer shall immediately turn the entire display off, or show a one hundred percent (100%) black image on the display until corrected. (l) The interval between the change in digital content shall be a minimum of eight (8) seconds and the images shall change instantaneously, without special transitional effects.

Ordinance No. 1296

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ORDINANCE NO. 1297

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON
APPROVING DIGITAL BILLBOARD DEVELOPMENT AGREEMENT NO.

CCO-02 FOR ASSESSOR PARCEL NUMBER 6308-016-054 BETWEEN

THE CITY OF VERNON AND CLEAR CHANNEL OUTDOOR, LLC
SECTION 1. Recitals.

A. Clear Channel Outdoor, LLC (Developer) currently has an ownership interest in that portion of real property within the City of Vernon (City), located adjacent to, and on the westside of Santa Fe Avenue, approximately 120 feet north of 55th Street and wishes to convert a static billboard to a digital billboard.

B. The City and Developer have negotiated and prepared Digital Billboard Development Agreement No. CCO-02 (Development Agreement) the purpose of which is to memorialize, among other things, the respective duties of the parties with respect to the development of the Billboard, as well as the benefits that will inure to each of the parties during the term of the Development Agreement.

C. Pursuant to Vernon Municipal Code Chapter 17.84 and Section 17.96.020, the City Council of the City of Vernon desires to approve the Development Agreement and make the findings set forth herein.

THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:

SECTION 2. The City Council of the City of Vernon finds and determines that the above recitals are true and correct and are a substantial part of this ordinance.

SECTION 3. This ordinance was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The City Council finds that this ordinance is not subject to CEQA because the adoption of this ordinance is not a “project” pursuant to CEQA Guidelines Section 15302, because the proposed development and conversion of static billboards to digital billboards contemplates only replacement or reconstruction of existing facilities at the sites having substantially the same size, purpose, and capacity.

SECTION 4. Purpose and Authority. The purpose of this ordinance is to approve Digital Billboard Development Agreement No. CCO-02 with Clear Channel Outdoor, LLC. for the two billboard faces on the westside of Santa Fe Avenue, 120-feet north of 55th Street, Assessor Parcel Number 6308-016-054.

This ordinance is authorized pursuant to Vernon Municipal Code Chapter 17.84 and Section 17.96.020, and Government Code Sections 65864 through 65860.5.

Ordinance No. 1297

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SECTION 5. Findings. In adopting this ordinance, the City Council makes the following findings:

A. The proposed Development Agreement is consistent with the objectives, policies, and general land uses and programs of the City of Vernon General Plan. The proposed digital billboards are expected to generate the following public benefits:
a net reduction in outdoor advertising signage in the City, enhanced public communications through a new digital sign to be funded by Developer and constructed at City Hall, and free City advertising space on new digital billboard(s) for purposes of posting public service announcements and City-related advertising or announcements.

B. The proposed Development Agreement will not be detrimental to the health, safety, and general welfare of persons residing in the immediate area, or detrimental to the general welfare of residents of the City as a whole.

C. The proposed Development Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5.

D. The City Council has held a duly public noticed public hearing on the proposed Development Agreements and has considered the testimony presented at such public hearing.

SECTION 6. Action. The City Council hereby approves Digital Billboard Development Agreement No. CCO-02, in substantially the form presented to the City Council, and attached to this ordinance as Exhibit A. The Mayor is authorized and directed to execute the Development Agreement for and on behalf of, the City of Vernon, and the City Clerk shall attest thereto.

SECTION 7. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof, of this ordinance is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council declares that it would have adopted this ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or unconstitutional. To this end, the provisions of this ordinance are declared to be severable.

SECTION 8. The City Clerk shall certify the adoption and publish this ordinance as required by law.
/ / /
Ordinance No. 1297

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SECTION 9. This ordinance shall become effective after the thirtieth day following its adoption.

APPROVED AND ADOPTED _____, 2024.
______________________
CRYSTAL LARIOS, Mayor
ATTEST:

LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:

ZAYNAH N. MOUSSA, City Attorney

RECORDING REQUESTED BY AND
AFTER RECORDING MAIL TO:

CITY OF VERNON
4305 S. Santa Fe Ave.

Vernon, CA 90058
Space above this line reserved for recorder’s use
[Exempt From Recording Fee Per Gov. Code §6103]
DIGITAL BILLBOARD DEVELOPMENT AGREEMENT NO. CCO-02
This Digital Billboard Development Agreement (hereinafter “Agreement”) is entered into by and between the CITY OF VERNON, a California municipal corporation and a California charter City incorporated under the laws of the State of California (hereinafter “City”) and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (hereinafter “Developer”).

RECITALS
A. California Government Code Sections 65864, et seq., (“Development Agreement Law”) authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purposes of strengthening the public planning process, encouraging private participation and comprehensive planning, and identifying the economic costs of such development.

B. Developer has a leasehold interest in that certain portion of real property located at 4501 S. Santa Fe Ave., Vernon, CA 90058, Assessor Parcel Number 6308-016-054 as more specifically described in Exhibit “A” (the “Site”) upon which Developer currently owns and operates an existing lawfully permitted one double - faced 12’ x 25’ outdoor advertising sign with printed display faces seeks to relocate such sign in place as one double - faced 12’ x 25’ outdoor advertising sign with digital display faces, as more fully described in Exhibit “B” hereto (“New Digital Billboard”), in consideration for the public benefits listed herein (such relocation in place of the New Digital Billboard hereinafter referred to as the “Project”).

C. The City has determined that the Project contemplated herein complies with Title 17 (Zoning), Chapter 17.96, specifically Sections 17.96.020, 17.96.060, and 17.96.080 of the City of Vernon Municipal Code, as amended, by the Ordinance approving this Agreement (the “Code”), and will provide public benefits, including, among other things, a net reduction in outdoor advertising signage in the City.

D. City and Developer agree and acknowledge that the outdoor advertising sign relocation contemplated herein complies with, and serves the purposes enumerated in, California Business & Professions Code Sections 5200 et seq. (the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412 and 5443.5 and incorporated by reference into the Code.

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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E. In exchange for the approvals sought to convert the existing double-faced billboard with printed display faces to the New Digital Billboard, as described above, Developer has offered to:

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

2. Provide advertising space free of charge to City on a space available basis as further described below; and

3. Provide to the City a signing bonus in the amount of Seventeen Thousand Dollars ($17,000) per digital face installed pursuant to this Agreement and two other digital billboard development agreements by and between the City and the Developer (such payments, collectively, the “Signing Bonus”). The Parties hereby acknowledge and agree that the Signing Bonus shall total Eighty-Five Thousand and 00/100 Dollars ($85,000.00) because the parties intend that the Developer shall install five (5) digital faces pursuant to both this Agreement and two other digital billboard development agreements that the parties shall execute as part of the collective deal. The City shall use the Signing Bonus to install, maintain, and operate a new two-faced digital sign at the City’s city hall located at 4305 S. Santa Fe Avenue in Vernon. The City shall use this sign only for advertising City-sponsored events, activities, and other public announcements; the City sign will not be used for off-premises outdoor advertising of any kind.

The parties further acknowledge and agree that the City has condemned certain real property located at 5122 S. Atlantic Boulevard in the City, APN No. 6314-003-001 (the “Atlantic Boulevard Site”), for construction of the Atlantic Boulevard Bridge Widening Project. In connection with such condemnation, the City shall pay to the Developer Thirty-Four Thousand Four Hundred and 00/100 Dollars ($34,405.00) (such amount, the “Condemnation Award”). The City shall promptly pay the Condemnation Award to the Developer.

F. Pursuant to Vernon Municipal Code Section 17.96.020, a development agreement is required to memorialize the expectations of City and Developer as more particularly described herein.

G. On December 5, 2023, the City Council of the City, pursuant to Government Code Sections 65867 and 65867.5 and Vernon Municipal Code Sections 17.84.060 and

17.96.020, as well as other applicable law, held a duly noticed public hearing to consider the approval of this Agreement and, after hearing public testimony thereon, considered the proposal and introduced Ordinance No. 1297.

H. The City Council has found that: this Agreement is in the best public interest of the City and its residents; approving this Agreement constitutes a present exercise of the City’s police power; the terms of the Agreement will not be detrimental to the public’s health, safety, or general welfare; and this Agreement is consistent with the City’s General Plan and Municipal Code. This Agreement and the proposed Project (as hereinafter defined) will allow for the incorporation of modern technology into relocated displays.

I. On January 16, 2024, the City Council held the second reading of Ordinance No. 1297, thereby approving this Agreement.

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

__________________________________
J. City finds and determines that all actions required of City precedent to approval of this Agreement by Ordinance No. 1297 of the City Council have been duly and regularly taken.

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

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized when used in the Agreement. In addition to the terms defined in the Recitals above and elsewhere in this Agreement, the defined terms include the following:

1.1.1 “Agreement” means this Development Agreement and all attachments and Exhibits hereto.

1.1.2 “City” means the City of Vernon, a California charter City and California municipal corporation.

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

1.1.4 “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.

1.1.5 “Development Approvals” means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act (“CEQA”) and from the California Department of Transportation (“Caltrans”), if any.

1.1.6 “Effective Date” is when the Agreement is signed by both the Developer and City and when the Agreement is approved by Ordinance No. 1297, but shall be no sooner than 30 days following approval of this Agreement by Ordinance No. 1297, and after expiration of all applicable appeals periods.

1.1.7 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of City, including, but not limited to, the City’s General Plan Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

__________________________________
and 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 provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the 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 NPDES regulations and approvals from the Caltrans Outdoor Advertising Division, to the extent applicable.

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

1.1.9 “New Digital Billboard” means the new double-faced digital sign, as described in Exhibit “B” hereto located on the Site, and a relocation in place of the existing lawfully permitted double faced outdoor advertising structure 12’ x 25’ foot printed display faces on the Site.

1.1.10 “Operational” means the New Digital Billboard is capable, legally and functionally, of displaying advertising on the digital displays with a permanent source of power.

1.1.11 “Project” means the relocation in place of the existing outdoor advertising structure at the Site as the New Digital Billboard.

1.1.12 “Scope of Development” means the Scope of Development attached hereto as Exhibit “C” and incorporated herein.

1.1.13 “Site Lease” means the lease agreement by and between Developer and Danari Vernon, LLC., the owner of the Site.

1.1.14 “Subsequent Land Use Regulations” means any Land Use Regulations effective after the Effective Date of this Agreement which governs development and use of the Project and/or the Site.

1.1.15 “Subsequent Development Approvals” means any and all permits and approvals which may be required by City, affected utility, or any other governmental agency for repair, maintenance, construction, reconstruction, enhancement, development, operation, or other work to be performed by Developer, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act (“CEQA”), that occurs after the Project has been constructed and become operational. Consistent with the Outdoor Advertising Act (Bus. & Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals.

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

1.2 Exhibits. The following documents are attached to, and by this reference made a part of this Agreement: Exhibit “A” (Legal Description of Site), Exhibit “B” (Description of New Digital Billboard), Exhibit “C” (Scope of Development).

Ordinance No. 1297

________________________
Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

__________________________________

2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. From and following the Effective Date, actions by the City and Developer with respect to the Site, the Project, or the New Digital Billboard, including actions by the City on applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement; provided, however, that nothing in this Agreement shall be deemed or construed (i) to modify or amend the Site Lease, or any of Developer’s obligations thereunder; (ii) bind or restrict the owner of the Site with respect to its ownership or operation of the Site; or (iii) to impose any obligation whatsoever on the owner of the Site, including without limitation any obligation with respect to the Project, except as expressly set forth in this Agreement.

2.2 Interest in the Site. City and Developer acknowledge and agree that Developer has a legal or equitable interest in the Site and thus is qualified to enter into and be a party to this Agreement under California Government Code 65864 et. seq. If Developer’s leasehold interest is prematurely terminated by the owner of the Site, then Developer shall have no further obligations under Section 3.2 4 or Exhibit “C” of this Agreement relative to the construction or maintenance of the sign thereon, including but not limited to any payments under Section 2.5 or elsewhere hereunder. Additionally, if Developer’s leasehold interest is prematurely terminated by owner of the Site, then this Agreement shall be terminated and Developer shall have no further obligations under this Agreement, except as provided under Section 4.1 with respect to Developer’s responsibility to remove the digital display faces on the New Digital Billboard as provided therein.

2.3 No Assignment. Except as set forth herein, neither party may sublet, assign or otherwise transfer this Agreement, or any interest herein, either voluntarily or by operation of law, without the other party’s prior written consent, which the other party shall not unreasonably withhold, condition, or delay. Notwithstanding the above, the consent of City shall not be required: (a) for Developer to assign its rights and duties under this Agreement to any type of legal entity, including but not limited to a limited liability company, corporation, or limited partnership, controlling, controlled by or under common control with Developer or to any entity that acquires a majority of Developer’s assets in the Southern California market; or (b) in the event any such entity to which this Agreement has been so assigned thereafter merges with another company, reorganizes its stock, or undergoes a similar corporate restructuring, changes ownership or sells any of its assets or stock. Any security posted by Developer may be substituted by the assignee or transferee. After a transfer or assignment as permitted by this Section, the City shall look solely to such assignee or transferee for compliance with the provisions of this Agreement which have been assigned or transferred.

2.4 Term of Agreement. Unless earlier terminated as provided in this Agreement, this Agreement shall continue in full force and effect until the earlier of: (a) twenty (20) years after the date the digital display faces on the New Digital Billboard become Operational; or (b) the earlier termination of this Agreement and Site Lease and the permanent removal of the digital display faces on the New Digital Billboard constructed pursuant to the terms hereof. If one digital face is removed permanently and replaced with a printed face, then this Agreement will remain in full force and effect as to the second digital face. The Annual Development Fee under Section 2.5 shall be adjusted based on the number of digital faces in operation. This Agreement may be extended for a period not to exceed ten (10) additional years at Developer’s option at the end of the initial term by delivery of written notice from Developer to the City not less than ninety Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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(90) days prior to expiration of the initial term of this 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 9.1 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.

2.5 Development Fee. The potential impacts of the Project on the City and surrounding community are difficult to identify and calculate. Developer and City agree that an annual development fee paid by Developer to City (hereinafter, the “Development Fee”) would adequately ameliorate all such potential impacts. The parties agree that the annual Development Fee payable by the Developer to the City shall be as follows:

Years 1-10: Ten Thousand and 00/100 Dollars ($10,000.00) per digital display face installed on the New Digital Billboard
Years 11-20: Twelve Thousand Five Hundred and 00/100 Dollars ($12,500.00) per digital display face installed on the New Digital Billboard Year 21-30 (if such additional ten-year option is exercised by Developer as set forth in Section 2.4.): Fifteen Thousand and 00/100 Dollars ($15,000.00) per digital display face installed on the New Digital Billboard

2.6 The Developer’s Development Fee shall be payable in monthly installments, with the first installment due on the first day of the month first following the date that the first digital display faces on the New Digital Billboard become Operational (the “Commencement Date”), and on the first day of each month thereafter (each, a “Due Date”) throughout the Term of this Agreement, as follows:

2.6.1 The monthly installments of the Development Fee shall be paid to City at City’s address designated in Section 9.20, or at such other address as City may from time to time designate in writing to Developer for the payment of the Development Fee.

2.6.2 The City may notify the Developer if the Development Fee installment is not received within 5 business days after the Due Date (“Late Notice”) and there shall be no penalty if payment is made within 5 business days following the Late Notice. The date of the Late Notice shall mean the date that it is received by the Developer after it has been placed by the City in the U.S. Mail, certified mail with return receipt. Failure to sign the return receipt shall not affect the date Late Notice is given. If City does not issue a Late Notice, penalties will begin to accrue if payment is not made within 30 days of the Due Date.

2.6.3 Late payment penalties shall be calculated as follows: five percent (5%) of the Development Fee installment due and payable for the current month shall be added to the Development Fee installment for that month for failure to make the full payment within 5 business days of the Late Notice. As an example, the Development Fee for any month is $833.33 ($10,000/12). A 5% penalty would result in a total amount due of $875.00 ($833.33 + $41.67).

Thereafter, for each additional 10 days that the full Development Fee installment is not paid, including the penalty, the Developer shall incur an additional penalty of 5% of that month’s Development Fee, for a maximum penalty of 15% of that month’s Development Fee.

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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2.6.4 Failure by Developer to pay the Development Fee installment to the City within 30 days following the Due Date of each month during the Term of this Agreement is considered a material breach of this Agreement, and if not paid in full to the City, including all late penalties, within 10 business days after written notice to Developer of such material breach, City may begin termination proceedings in accordance with Section 6, Termination of Agreement.

2.7 Developer shall notify the City in writing when the digital display faces on the New Digital Billboard become Operational for the purpose of determining the Commencement Date. The City’s issuance of a building permit shall not be unreasonably withheld, provided the issuance of a building permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable building codes and standards.

2.8 Community Benefits. Developer shall also provide the following community benefits during the entire Term of this Agreement:

2.8.1 City’s Use of Digital Sign. Developer shall also provide, free of charge to City on a space available basis, advertising space on the digital display faces on the New Digital Billboard for purposes of posting public service announcements and City-related advertising or announcements (“City Messages”). The City shall submit all proposed copy of City Messages to Developer not less than five (5) business days prior to the date the copy is proposed to be displayed, and, with the exception of Public Service Messages described in Section 2.7.3, the City shall notify Developer in writing not less than 30 calendar days prior to a requested display date. All proposed copy shall be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove copy and remove copy once posted or displayed. City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement: (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party. Any content provided by City shall be owned and belong exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. 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.

2.8.2 Indemnification for City Messages. The City shall, and hereby does agree to, indemnify, defend and hold harmless Developer 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 infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party. This indemnity shall not include Developer’s lost profits or consequential damages or any similar right, of any third party.

2.8.3 Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space on the digital display faces on the Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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New Digital Billboard Faces available to the appropriate agencies for the purposes of displaying “Amber Alert” or other emergency messages, at no cost, and in accordance with local and regional emergency protocols.

2.9 Signing Bonus. Within thirty (30) days of the Commencement Date, the Developer shall pay the applicable Signing Bonus to the City.

2.10 Prohibited Use. Developer shall not utilize the digital display faces on the New Digital Billboard to advertise tobacco, marijuana/cannabis, hashish, “gentlemen’s clubs,” adult entertainment businesses, “obscene matter,” as that term is defined in California Penal Code section 311, or any matter that is prohibited by any City ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act from the Business and Professions Code. Developer shall immediately remove any prohibited content upon notice from the City. If there is a dispute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved.

3. DEVELOPMENT AND IMPLEMENTATION OF THE PROJECT.

3.1 Vested Right to Develop The Site. Developer shall have the right to develop the Project on the Site in accordance with, and to the extent of, the Development Approvals, the Subsequent Development Approvals, and this Agreement pursuant to the Land Use Regulations including, without limitation, Developer’s vested right to develop the Project on the Site; provided that nothing in this Agreement shall be deemed to modify or amend the Site Lease. In the event of any conflict or inconsistency between (i) the Agreement, any Project conditions of approval, and terms for issuance of a Project-related building permit, and (ii) the Land Use Regulations, this Agreement and any Project conditions of approval, and terms for issuance of a Project-related building permit shall prevail and control.

3.2 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 and use of the Site; the maximum height, bulk, and size of proposed structures; the general location of public utilities; the design, and improvement and construction standards and specifications applicable to development of the Site; and other terms and conditions of development applicable to the Project, are 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.

3.3 Development Approvals. Developer shall, at its own expense and before commencement of demolition, construction or development of any structures or other work of improvement upon the Site, secure or cause to be secured all necessary Development Approvals.

Not by way of limiting the foregoing, in developing and constructing the Project, Developer shall comply with all (1) applicable development standards in the Code, (2) applicable NPDES requirements pertaining to the Project, (3) all applicable building and fire codes, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and any fees and charges hereafter imposed by City in connection with the Project which are standard and uniformly-applied to similar projects in the City.

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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3.4 The purpose of this Agreement is to set forth the rules and regulations applicable to the Project, which shall be accomplished in accordance with this Agreement, including the Scope of Development (Exhibit “C”) which sets forth a description of the Project.

3.5 Changes and Amendments. Developer may determine that changes to the Agreement are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Agreement to effectuate such change(s).

The Parties acknowledge that City shall be permitted to use its reasonable discretion and 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, and the City must comply with Paragraph 9.18 of this Agreement. Accordingly, under no circumstance shall City be obligated in any manner to approve any amendment to the Agreement. Notwithstanding the foregoing, the City Administrator shall be authorized, with the written consent of Developer, to approve any non-substantive amendment to the Agreement without processing a formal amendment to this Agreement. All other amendments shall require the approval of the City Council. The parties acknowledge that any extension of the Term for no more than twenty-four (24) months total is an example of a non-substantive change, which the City Administrator, in his or her sole discretion, may approve in writing. Nothing herein shall cause Developer to be in default if it upgrades the digital display installed pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided Developer shall secure all applicable ministerial permits to do so and ensure that such upgrade is consistent with the dimensions and standards for the displays, as provided under this Agreement, the Land Use Regulations and Subsequent Land Use Regulations.

3.6 Reservation of Authority.

3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Site:
(a) Processing fees and charges of every kind and nature imposed by the City to cover the estimated actual costs to City of processing applications for Subsequent Development Approvals to the extent such fees are assessed on a City-wide basis. (b) Procedural regulations consistent with this Agreement relating to hearing bodies, petitions, applications, notices, findings, records, hearing, reports, recommendations, appeals and any other matter of procedure. Notwithstanding the foregoing, if such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
(c) Changes adopted by the International Conference of
Building Officials, or other similar body, as part of the then most current versions of the Uniform Building Code, Uniform Fire Code, Uniform Plumbing Code, Uniform Mechanical Code, or National Electrical Code, as adopted by City as Subsequent Land Use Regulations, if adopted prior to the issuance of a building permit for development of the digital display faces on the New Digital Billboard on the Site. Notwithstanding the foregoing, if such change materially changes Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice. (d) Regulations that are not in conflict with the Development Approvals or this Agreement, and do not (1) reduce the size of the Project as permitted under the Land Use Regulations; (2) interfere with the operation of the New Digital Billboard as permitted under the Land Use Regulations; (3) change the land use designation or permitted or conditionally permitted use of the Site as described in the Land Use Regulations; (4) require the issuance of permits, approvals or entitlements by City other than those required under the Existing Land Use Regulations; or (5) materially limit the processing or procuring of applications and approvals of Subsequent Development Approvals.
(e) Regulations that are in conflict with the Development Approvals or this Agreement, provided Developer has given written consent to the application of such regulations to the Development of the Site.
(f) Applicable Federal, State, County, and multi-jurisdictional law and regulations which City is required to enforce as against the Site and that do not have an exception for existing signs or legal nonconforming uses.

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

3.6.3 Modification or Suspension by Federal or State Law. In the event that applicable federal or state laws or regulations enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, and there is no exception for the legal nonconforming use, each party shall provide the other party with written notice of such state or federal law or regulation, a copy of such law or regulation, and a statement concerning the conflict with the provisions of this Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement so as to comply with such state or federal law or regulation. This Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce.

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

3.7 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not subject to control by City may possess authority to regulate aspects of the development of the Site as contemplated herein, and this Agreement does not limit the authority of such other public agencies. Developer acknowledges and represents that, in addition to the Land Use Regulations, Developer shall, at all times, comply with all applicable federal, State and local laws and regulations applicable to the New Digital Billboard and Site that do not have an exception for a legal nonconforming use. To the extent such other public agencies preclude development or maintenance of the Project and that do not have an exception for a legal nonconforming use, Developer shall not be further obligated under this Agreement except as provided in Section 4.1. Notwithstanding the foregoing, if such action by another public agency Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.

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

3.8.1 The payment or construction must be to alleviate an impact caused by the Project or be of benefit to the Project; and

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

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

3.9 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 Project, except such fees, taxes and assessments as are described in or required by this Agreement and/or the Development Approvals. However, this Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and not the New Digital Billboard or Developer directly as follows:

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

3.9.2 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;

3.9.3 Developer shall be obligated to pay all fees applicable to a permit application as charged by City at the time such application is filed by Developer;

3.9.4 Developer shall be obligated to pay any fees imposed pursuant to any Uniform Code that existed when the application is filed by the Developer or that exists when the Developer applies for any Subsequent Development Approval.

3.10 Notwithstanding anything to the contrary herein, if there is a change in such fees to those charged as of the full execution hereof, or 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.

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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3.11 The term of any Development Approvals and Subsequent Development Approvals shall be automatically extended for the longer of the Term of this Agreement or the term otherwise applicable to the Development Approvals and Subsequent Development Approvals.

4. REMOVAL OF BILLBOARD DISPLAY FACES.

4.1 Removal by Developer. If an extension of the Term is not granted by the City according to the provisions of paragraph 2.4, above, the New Digital Billboard digital display faces will be removed and the displays may be converted back to printed displays at the expiration of the Term. In the event that the digital displays are not converted back to printed displays according to the terms of this paragraph, Developer shall within sixty (60) days from expiration of the Term, at its sole cost and expense, be required to demolish and remove the New Digital Billboard digital display faces.

4.2 City’s Right to Demand Removal Upon Breach. Provided Developer is not in material breach hereof past any applicable notice and cure period, City will not have the right to remove the New Digital Billboard digital display faces. Should Developer be in material breach of this Agreement past any applicable notice and cure period, and subject to due process, City may only require removal of the New Digital Billboard digital display faces. If City requires the New Digital Billboard digital display faces to be removed pursuant to the terms of this paragraph, Developer shall, at its sole cost and expense, remove the digital displays upon the New Digital Billboard and convert the displays to printed displays within ninety (90) days of City’s notice to Developer of such breach.

5. REVIEW FOR COMPLIANCE.

5.1 Annual Reviews. At least once every twelve (12) months, Developer shall demonstrate its good faith compliance with the terms hereof by providing written correspondence addressed to the City’s Director of Public Works demonstrating such good faith compliance. “Good faith compliance” shall mean that Developer has sufficiently followed the terms of this Agreement so as to carry out the intent of the parties in entering into it. After receiving and reviewing Developer’s written submission, if the Director of Public Works finds that Developer is not acting in good faith compliance with this Agreement, the Director of Public Works shall schedule a hearing before the City Administrator in order to evaluate Developer’s good faith compliance with the terms of the Agreement. The City shall provide Developer with notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five days prior to the hearing. The City Administrator’s determination following such hearing shall be based on substantial evidence, and shall be subject to appeal to the City Council.

If the City Administrator or City Council, as applicable, finds that the Developer is not in good faith compliance with the terms of this Agreement, the provisions of Section 6 shall govern the parties rights.

5.2 City Right of Access. The City, its officers, employees, agents and contractors, shall, in the exercise of the City’s police power, have the right, at their sole risk and expense, to enter the Site consistent with any rights the City has obtained by virtue of recorded easement or other property interests or, if no such interests exist, upon execution of a license or other applicable written agreement in a form mutually acceptable to the owner of the Site and upon written notice to Developer. The access to the Site described in this paragraph shall be for Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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the purpose of conducting the inspection, maintenance, repair, service, construction, or relocation of any public improvements or public facilities located on the Site, or to exercise its rights under Section 4.2. If an emergency repair to a public improvement or public facility on the Site is required and the City does not possess and has not obtained the foregoing access rights, 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, with the reasonableness of such notice to be determined from the circumstances necessitating the entry. Any damage or injury to the Site or to the improvements constructed thereon resulting from such entry shall be promptly repaired at the sole expense of the City. 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, so long as the City conducts the foregoing activities in a manner consistent with and protective of Developer’s and the Site owner’s due process rights. Except as explicitly provided for in this Agreement (including without limitation in this Section and Section 4.2 above), the City shall have no right whatsoever to enter the Site.

5.3 Procedure. Each party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the Agreement, to explain the basis for such assertion, and to receive from the other party a justification of its position on such matters. If, on the basis of the parties’ review of any terms of the Agreement, either party concludes that the other party has not complied with the terms of the Agreement, then such party may issue a written “Notice of Non-Compliance” specifying the grounds therefore and all facts demonstrating such non-compliance. The party receiving a Notice of Non-Compliance shall have forty-five (45) days to cure or remedy the non-compliance identified in the Notice of NonCompliance, or if such cure or remedy is not reasonably capable of being cured or remedied within such forty-five (45) days period, to commence to cure or remedy the non-compliance and to diligently and in good faith prosecute such cure or remedy to completion. If the party receiving the Notice of Non-Compliance disputes that it is in non-compliance with the terms of this Agreement, that party shall respond in writing to the Notice of Non-Compliance within forty-five (45) days after receipt of the Notice of Non-Compliance. If a Notice of Non-Compliance is disputed, the parties shall, for a period of not less than fifteen (15) days following receipt of the response to the Notice of Non-Compliance, seek to arrive at a mutually acceptable resolution of the dispute. In the event that a cure or remedy is not timely effected or, if the Notice of NonCompliance is disputed 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 described above, the party alleging the non-compliance may thereupon pursue the remedies provided in Section 6. Neither party hereto shall be deemed in breach if the reason for non-compliance is due to a “force majeure” event as defined in, and subject to the provisions of, Section 9.10.

6. DEFAULT AND REMEDIES.

6.1 Termination of Agreement.

6.1.1 Termination of Agreement for Material Default of Developer. City, in its discretion, may terminate this Agreement upon written notice to Developer for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply with the terms of this Agreement (hereinafter referred to as “default” or “breach”); provided, however, City may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5.3. In the event of a termination by City under this Section Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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6.1.1, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the any processing fee and the Development Fee paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that City terminates this Agreement under this Section 6.1.1 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of any processing fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.

6.1.2 Termination of Agreement for Material Default of City. Developer, in its discretion, may terminate this Agreement upon written notice to City for any material failure of City to perform any material duty or obligation of City hereunder or to comply in with the terms of this Agreement; provided, however, Developer may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5.3. In addition, Developer may terminate this Agreement upon written notice to City, if despite Developer’s good faith efforts, it is unable to secure the Development Approvals and any other necessary approvals and/or compliance with requirements under laws necessary to effectuate the Project is not feasible. In the event of a termination by Developer under this Section 6.1.2, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including any processing fee and the Development Fee, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard digital display faces that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that Developer terminates this Agreement under this Section 6.1.2 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of any processing Fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.

6.1.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to (i) any default in the performance of the provisions of this Agreement which has occurred prior to said termination, (ii) Developer’s obligation to remove the digital display faces on the New Digital billboard pursuant to Section 4.1 or (iii) any continuing obligations to indemnify other parties.

6.2 Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non-defaulting party shall have the right to: (a) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (b) 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, or punitive) against the City other than attorneys’ fees to the extent provided in Section 9.13 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 9.13 below.

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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7. INSURANCE, INDEMNIFICATION AND WAIVERS.

7.1 Insurance. Developer shall carry, and comply with, the following insurance requirements during the Term of this Agreement.

7.1.1 Types of Insurance.
(a) Liability Insurance. Beginning on the Effective Date hereof and until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be kept in force for the mutual benefit of City, as additional insured, and Developer comprehensive broad form general liability insurance covering Developer’s possession and use of the Site and providing protection of at least Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) in the aggregate for any accidents or occurrences, and at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to City evidence that any contractors with whom Developer has contracted for the performance of any work for which Developer is responsible maintains the same limits of coverage, as specified above. Developer shall provide to the City annual proof of insurance consistent with terms and conditions of this agreement. (b) Worker’s Compensation. Developer shall also furnish or cause to be furnished to City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker’s compensation insurance as required by law.
(c) Insurance Policy Form, Sufficiency, Content and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies qualified to do business by California with an AM Best Rating of no less than “A”. All such policies shall be non-assignable and shall contain language, to the extent obtainable, to the effect that (i) the policies are primary and noncontributing with any insurance that may be carried by City, but only with respect to the liabilities assumed by Developer under this Agreement; and (ii) the policies cannot be canceled or materially changed by Developer except after thirty (30) days’ written notice by Developer to City or City’s designated representative and the City’s approval thereof. Developer shall furnish City with certificates of insurance evidencing that Developer has complied with the requirements of this paragraph 7.1.1.

7.1.2 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits:
(1) For insurance required above, within seven (7) days after the Effective Date .
(2) The City can request current certificates of all insurance policies as required. The City reserves the right to obtain copies of relevant policy forms and endorsements of the required insurance policies.

Developer’s failure or refusal to procure or maintain insurance as required herein or failure or refusal to furnish City with proof that the required insurance has been procured and is in full force Ordinance No. 1297

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and effect may, after complying with the requirements of Section 5.3, be deemed a default under the terms of this Agreement.

7.2 Indemnification.

7.2.1 General. Developer shall indemnify the City, and its respective officers, employees, and/or agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein “claims or liabilities”) that may be asserted or claimed by any person(s), firm, or entity arising out of or in connection with this Agreement and/or the work, operations, or activities of Developer, its agents, employees, subcontractors, and/or invitees, hereunder, upon the Site. (a) Developer will defend any action or actions filed in connection with any of said claims or liabilities covered by the indemnification provisions herein and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith, which attorneys will be the attorneys hired by the insurance company where insurance coverage applies.
(b) Developer will promptly pay any judgment rendered against the City or its respective officers, agents, or employees that falls within the scope of Developer’s indemnity obligations, as defined above in paragraph 7.2.1.

7.2.2 Exceptions. The foregoing indemnity shall not include claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents, or employees or contractors. The foregoing indemnity shall also not include claims or liabilities arising from City’s use of Developer’s advertising space pursuant to paragraph 2.9.1 above.

7.2.3 Additional Coverage. Without limiting the generality of the foregoing, Developer’s indemnity obligation shall include any liability arising by reason of any accident or other occurrence caused by Developer in or on the Site causing injury to any person or property;
(a) Loss and Damage. Except as set forth below, City shall not be liable for any damage to property of Developer or others located on the Site, nor for the loss of or damage to any property of Developer or others by theft or otherwise. Except as set forth below, City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the Site or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical condition of the Site, or by any other cause of whatsoever nature. The provisions of this subparagraph (a) shall not apply (i) to the extent City or its agents, employees, subcontractors, invitees or representatives causes such injury or damage, or (ii) to the extent covered in any permit to enter the Site executed by the City.
(b) Period of Indemnification. The obligations for indemnity under this Section 7.2 shall begin upon the Effective Date and shall survive termination of Development Agreement.

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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8. MORTGAGEE PROTECTION.

The parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer’s sole discretion, from encumbering the Site or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Site. City acknowledges that the lenders providing such financing may require certain Agreement modifications and City agrees upon request, from time to time, to meet with Developer, the owner of the Site, and representatives of such lenders to negotiate in good faith any such request for modification. Subject to compliance with applicable laws, City will not unreasonably withhold its consent to any such requested modification provided City determines such modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Site shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Project or the Site made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust
encumbering the Project or the Site, or any part thereof, which Mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer’s obligations under this Agreement.
(c) If City timely receives a request from a Mortgagee
requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall make a good faith effort to provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Developer. The Mortgagee shall have the right, but not the obligation, to cure the default during the period that is the longer of (i) the remaining cure period allowed such party under this Agreement, or (ii) sixty (60) days. (d) Any Mortgagee who comes into possession of the Project or the Site, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Project or the Site, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; except that (i) to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City’s performance hereunder, and (ii) in the event any Mortgagee seeks to develop or use any portion of the Project or the Site acquired by such Mortgagee by foreclosure, deed of trust, or deed in lieu of foreclosure, such Mortgagee shall strictly comply with all of the terms, conditions and requirements of this Agreement and the Development Approvals applicable to the Project or the Site or such part thereof so acquired by the Mortgagee.

9. MISCELLANEOUS PROVISIONS.

9.1 Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City within ten (10) days of execution, as required by Government Code Ordinance No. 1297

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Section 65868.5. Amendments approved by the parties, and any cancellation, shall be similarly recorded.

9.2 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.

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

9.4 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 nondrafting party, shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and hereof.

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

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

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

9.8 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.

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

9.10 Force Majeure. Notwithstanding the contrary herein, neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, rains, winds, wars, pandemics, Ordinance No. 1297

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epidemics, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control (including the party’s employment force), government actions and regulations (other than those of the City), court actions (such as restraining orders or injunctions), or other causes beyond the party’s reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years and further provided that if such delay is longer than six (6) months, Developer may terminate this Agreement upon written notice to City and City shall return to Developer any portion of the Development fee paid for any period after the effective date of such termination.

9.11 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.

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

9.13 Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county. Service of process on City shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. In the event of any action between City and Developer seeking enforcement or interpretation of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys’ fees.

9.14 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.

9.15 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the Development of the Project is a private 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 City and Developer is that of a government entity regulating the Development of private property, on the one hand, and the holder of a legal or equitable interest in such property on the other hand. City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private Development into a “public work” project, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer’s private project into a public work Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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project, it being understood that this Agreement is entered into by City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement which are incorporated into this Agreement and made a part hereof, and that City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement.

9.16 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.

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

9.18 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements. The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non-material modifications may be approved by the City Administrator upon approval by the City Attorney.

9.19 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound.

9.20 Notices. All notices under this Agreement shall be effective when delivered by United States Postal Service mail, registered or certified, postage prepaid return receipt requested; and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing by providing notice to the other party:

To City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: City Administrator
To Developer: Clear Channel Outdoor, LLC
19320 Harborgate Way
Torrance, CA 90501
Attn: Vice President, Real Estate & Public Affairs
Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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With Copy To: Clear Channel Outdoor, LLC
2325 E. Camelback Road, Suite 250
Phoenix, AZ 85016
Attn: Operations Counsel

9.21 Nonliability of City Officials. No officer, official, member, employee, agent, and/or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, and/or representative.

9.22 No Brokers. City and Developer represent and warrant to the other that neither has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorneys’ fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder’s fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder’s fee.

9.23 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.
[Signatures Begin on Next Page].

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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

City: CITY OF VERNON
By:

Crystal Larios, Mayor
ATTEST:

Lisa Pope, City Clerk
APPROVED AS TO FORM:

Zaynah N. Moussa, City Attorney
Developer:

CLEAR CHANNEL OUTDOOR, LLC,
a Delaware limited liability company

Bryan Parker, Executive Vice President
[end of signatures]

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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

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

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

WITNESS my hand and official seal.

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

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

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

WITNESS my hand and official seal.

Signature
Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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EXHIBIT “A”

LEGAL DESCRIPTION OF SITE
MARTHA TRACT POR OF LOTS 21,22 AND 23 – APN# 6308-016-054

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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EXHIBIT “B”
Description of New Digital Billboard
CCO will be relocating the existing printed display faces in place as a one double - faced 12’ x 25’ outdoor advertising signs with digital display faces Existing South Face
Existing North Face
Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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Digital Panel Sample
Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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EXHIBIT “C”

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

1. Project. Developer shall relocate in place the existing printed sign faces and shall convert it to the New Digital Billboard with digital display faces in accordance with the terms of this Agreement. The existing structure will have two (2) new digital display faces (each display face measuring approximately 12’ x 25’) within the Site.

2. Building Fees. Developer shall pay all applicable City building fees, as described in this Agreement, at the time that a building permit is issued for the installation of the New Digital Billboard Faces on the Site.

3. Maintenance and Access. Developer, for itself and its successors and assigns, hereby covenants and agrees to be responsible for the following:
(a) Maintenance and repair of the New Digital Billboard and Site (where authorized pursuant to the Site Lease) including but not limited to, the displays installed thereon, and all related on-Site improvements, easements, rights-of-way at its sole cost and expense.

Developer’s maintenance and repair obligation shall include, without limitation, maintaining any poles, lighting, signs and walls in good repair and free of graffiti, rubbish, debris and other hazards to persons using the same. Developer shall maintain and repair the New Digital Billboard digital display faces in accordance with all applicable laws, rules, ordinances and regulations of all federal, State, and local bodies and agencies having jurisdiction over the Site [unless those federal, State, and local bodies have an exception for a legal nonconforming use]. Such maintenance and repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to the Project; (ii) replacement of any fixtures, equipment or property damaged by the Project to the extent required by this Agreement or applicable law; (iii) the ongoing maintenance by the Developer of any access points to the New Digital Billboard to minimize dust caused by the Project; and (iv) the repair, replacement and repainting of the New Digital Billboard structure and display faces as necessary to maintain such billboard in good condition and repair. (b) Maintenance of the Site (where authorized pursuant to the Site Lease) in such a manner as to avoid the reasonable determination of a duly authorized official of the City that a public nuisance has been created by the absence of adequate maintenance of the New Digital Billboard digital display faces or structure such as to be detrimental to the public health, safety or general welfare or that such a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to property or improvements within three hundred (300) feet of Site.

4. Other Rights of City. In the event of any violation or threatened violation of any of the provisions of this Exhibit “C,” then in addition to, but not in lieu of, any of the rights or remedies the City may have to enforce the provisions of this Agreement, the City shall have the right, after complying with Section 5.3 of this Agreement, (i) to enforce the provisions hereof by undertaking any maintenance or repairs required by Developer under Paragraph 3 above (subject to the execution of a permit to enter in form reasonably acceptable to Owner) and charging Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or revoke in the manner proscribed by law, after giving written notice of said violation, any building permits, occupancy permits, certificates of occupancy, business licenses and similar matters or approvals pertaining to the New Digital Billboard digital display faces.

5. No City Liability. The granting of a right of enforcement to the City does not create a mandatory duty on the part of the City to enforce any provision of this Agreement.

The failure of the City to enforce this Agreement shall not give rise to a cause of action on the part of any person. No officer or employee of the City shall be personally liable to the Developer, its successors, transferees or assigns, for any default or breach by the City under this Agreement.

6. Conditions of Approval. The following additional conditions shall apply to the installation of the New Digital Billboard digital display faces and, where stated, on the Site, shall conform to all applicable provisions of the Code and the following conditions, in a manner subject to the approval of the Director of Public Works or designee:
(a) A building permit may be required and structural calculations shall be prepared by a licensed civil engineer and approved by the City Building Official. (b) The New Digital Billboard shall remain located in the portion of the Site as described in attached Exhibit A and as set forth herein and based on dimensions described in Section 1, above.
(c) The size of each digital display face of the New Digital Billboard shall not exceed a maximum area of 300 square feet with no extensions or borders. (d) Plans and specifications for the proposed installation of the New Digital Billboard digital display faces, including all utility plans, shall be submitted to the City Planning and Building Departments for plan check and approval prior to the issuance of building permits.
(e) Prior to the approval of the final inspection, all applicable conditions of approval and all mandatory improvements shall be completed to the reasonable satisfaction of the City.
(f) Developer shall maintain the Site and use thereof in full compliance with all applicable codes, standards, policies and regulations imposed by the City, County, State or federal agencies by any duly and valid city, county or state ordinance with jurisdiction over the facilities, unless the Project is exempted as a legal nonconforming use. (g) The Developer shall pay any and all applicable fees due to any public agency pertaining to the New Digital Billboard digital display faces prior to the final issuance of the building permits.
(h) The activities proposed in this Agreement shall be conducted completely upon the Site and shall not use or encroach on any public right-of-way.

Ordinance No. 1297

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Digital Billboard Development Agreement No. CCO-02
Clear Channel Outdoor, LLC

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(i) All graffiti shall be adequately and completely removed or painted over within 48 hours of notice to Developer of such graffiti being affixed on the New Digital Billboard.
(j) Developer shall comply with the standards as adopted by the Outdoor Advertising Association of America, Inc. (OAAA), including but not limited to, the 0.3 footcandles limitation over ambient light levels at 250 feet, and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic diming capabilities, as well as providing the City’s Director of Public Works or designee with a designated Developer employee’s phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City’s Director of Public Works or designee, Developer shall perform a brightness measurement of the display using OAAA standards and provide City with the results of same within 15 days of the City’s complaint. Developer shall dim the display to the appropriate setting immediately upon the conclusion of any such measurement that concluding that the light standards were exceeded.
(k) In the event ten percent (10%) or more of the digital sign face is not operating correctly or in the event of a malfunction, Developer shall immediately turn the entire display off, or show a one hundred percent (100%) black image on the display until corrected. (l) The interval between the change in digital content shall be a minimum of eight (8) seconds and the images shall change instantaneously, without special transitional effects.

Ordinance No. 1297

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ORDINANCE NO. 1298

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF VERNON
APPROVING DIGITAL BILLBOARD DEVELOPMENT AGREEMENT NO.

CCO-03 FOR ASSESSOR PARCEL NUMBER 5192-019-801 BETWEEN

THE CITY OF VERNON AND CLEAR CHANNEL OUTDOOR, LLC
SECTION 1. Recitals.

A. Clear Channel Outdoor, LLC (Developer) currently has an ownership interest in that portion of real property within the City of Vernon (City), located adjacent to, and on the northside of Washington Boulevard, approximately 2/10ths of a mile east of Industrial way and wishes to convert a static billboard to a digital billboard.

B. The City and Developer have negotiated and prepared Digital Billboard Development Agreement No. CCO-03 (Development Agreement) the purpose of which is to memorialize, among other things, the respective duties of the parties with respect to the development of the Billboard, as well as the benefits that will inure to each of the parties during the term of the Development Agreement.

C. Pursuant to Vernon Municipal Code Chapter 17.84 and Section 17.96.020, the City Council of the City of Vernon desires to approve the Development Agreement and make the findings set forth herein.

THE CITY COUNCIL OF THE CITY OF VERNON HEREBY ORDAINS:

SECTION 2. The City Council of the City of Vernon finds and determines that the above recitals are true and correct and are a substantial part of this ordinance.

SECTION 3. This ordinance was assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The City Council finds that this ordinance is not subject to CEQA because the adoption of this ordinance is not a “project” pursuant to CEQA Guidelines Section 15302, because the proposed development and conversion of static billboards to digital billboards contemplates only replacement or reconstruction of existing facilities at the sites having substantially the same size, purpose, and capacity.

SECTION 4. Purpose and Authority. The purpose of this ordinance is to approve Digital Billboard Development Agreement No. CCO-03 with Clear Channel Outdoor, LLC. for the billboard face on the northside of Washington Boulevard, two-tenths of a mile east of Industrial Way, Assessor Parcel Number 5192-019-801.

This ordinance is authorized pursuant to Vernon Municipal Code Chapter 17.84 and Section 17.96.020, and Government Code Sections 65864 through 65860.5.

Ordinance No. 1298

_______________________
SECTION 5. Findings. In adopting this ordinance, the City Council makes the following findings:

A. The proposed Development Agreement is consistent with the objectives, policies, and general land uses and programs of the City of Vernon General Plan. The proposed digital billboards are expected to generate the following public benefits:
a net reduction in outdoor advertising signage in the City, enhanced public communications through a new digital sign to be funded by Developer and constructed at City Hall, and free City advertising space on new digital billboard(s) for purposes of posting public service announcements and City-related advertising or announcements.

B. The proposed Development Agreement will not be detrimental to the health, safety, and general welfare of persons residing in the immediate area, or detrimental to the general welfare of residents of the City as a whole.

C. The proposed Development Agreement is consistent with the provisions of Government Code Sections 65864 through 65869.5.

D. The City Council has held a duly public noticed public hearing on the proposed Development Agreements and has considered the testimony presented at such public hearing.

SECTION 6. Action. The City Council hereby approves Digital Billboard Development Agreement No. CCO-03, in substantially the form presented to the City Council, and attached to this ordinance as Exhibit A. The Mayor is authorized and directed to execute the Development Agreement for and on behalf of, the City of Vernon, and the City Clerk shall attest thereto.

SECTION 7. If any section, subsection, paragraph, sentence, clause, phrase, or portion thereof, of this ordinance is declared by a court of competent jurisdiction to be unconstitutional or otherwise invalid, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council declares that it would have adopted this ordinance, and each section, subsection, paragraph, sentence, clause, phrase, or portion thereof, irrespective of the fact that any one or more sections, subsections, paragraphs, sentences, clauses, phrases, or portions thereof, be declared invalid or unconstitutional. To this end, the provisions of this ordinance are declared to be severable.

SECTION 8. The City Clerk shall certify the adoption and publish this ordinance as required by law.
/ / /
Ordinance No. 1298

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SECTION 9. This ordinance shall become effective after the thirtieth day following its adoption.

APPROVED AND ADOPTED _____, 2024.
_______________________
CRYSTAL LARIOS, Mayor
ATTEST:

LISA POPE, City Clerk
(seal)
APPROVED AS TO FORM:

ZAYNAH N. MOUSSA, City Attorney

RECORDING REQUESTED BY AND
AFTER RECORDING MAIL TO:

CITY OF VERNON
4305 S. Santa Fe Ave.

Vernon, CA 90058
Space above this line reserved for recorder’s use
[Exempt From Recording Fee Per Gov. Code §6103]
DIGITAL BILLBOARD DEVELOPMENT AGREEMENT NO. CCO-03
This Digital Billboard Development Agreement (hereinafter “Agreement”) is entered into by and between the CITY OF VERNON, a California municipal corporation and a California charter City incorporated under the laws of the State of California (hereinafter “City”) and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (hereinafter “Developer”).

RECITALS
A. California Government Code Sections 65864, et seq., (“Development Agreement Law”) authorizes cities to enter into binding development agreements with persons having a legal or equitable interest in real property for the development of such property, all for the purposes of strengthening the public planning process, encouraging private participation and comprehensive planning, and identifying the economic costs of such development.

B. Developer has a leasehold interest in that certain portion of real property located on E. Washington Blvd 0.2 miles east of Industrial Way in the City of Vernon, Assessor Parcel Number 5192-019-801 as more specifically described in Exhibit “A” (the “Site”) upon which Developer currently owns and operates an existing lawfully permitted single - faced 12’ x 25’ outdoor advertising sign with a printed display face seeks to relocate such sign in place as a single - faced 12’ x 25’ outdoor advertising sign with a digital display face, as more fully described in Exhibit “B” hereto (“New Digital Billboard”), in consideration for the public benefits listed herein (such relocation in place of the New Digital Billboard hereinafter referred to as the “Project”).

C. The City has determined that the Project contemplated herein complies with Title 17 (Zoning), Chapter 17.96, specifically sections 17.96.020, 17.96.060, and 17.96.080 of the City of Vernon Municipal Code, as amended, by the Ordinance approving this Agreement (the “Code”), and will provide public benefits, including, among other things, a net reduction in outdoor advertising signage in the City.

D. City and Developer agree and acknowledge that the outdoor advertising sign relocation contemplated herein complies with, and serves the purposes enumerated in, California Business & Professions Code Sections 5200 et seq. (the “California Outdoor Advertising Act”), including, but not limited to, Sections 5412 and 5443.5 and incorporated by reference into the Code.

Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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E. In exchange for the approvals sought to convert the existing double-faced billboard with printed display faces to the New Digital Billboard, as described above, Developer has offered to:

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

2. Provide advertising space free of charge to City on a space available basis as further described below; and

3. Provide to the City a signing bonus in the amount of Seventeen Thousand and 00/100 Dollars ($17,000.00) per digital face installed pursuant to this Agreement and two other digital billboard development agreements by and between the City and the Developer (such payments, collectively, the “Signing Bonus”). The Parties hereby acknowledge and agree that the Signing Bonus shall total Eighty-Five Thousand and 00/100 Dollars ($85,000.00) because the parties intend that the Developer shall install five (5) digital faces pursuant to both this Agreement and two other digital billboard development agreements that the parties shall execute as part of the collective deal. The City shall use the Signing Bonus to install, maintain, and operate a new two-faced digital sign at the City’s city hall located at 4305 S. Santa Fe Avenue in Vernon. The City shall use this sign only for advertising City-sponsored events, activities, and other public announcements; the City sign will not be used for off-premises outdoor advertising of any kind. The parties further acknowledge and agree that the City has condemned certain real property located at 5122 S. Atlantic Boulevard in the City, APN No. 6314-003-001 (the “Atlantic Boulevard Site”), for construction of the Atlantic Boulevard Bridge Widening Project.

In connection with such condemnation, the City shall pay to the Developer Thirty-Four Thousand Four Hundred and 00/100 Dollars ($34,405.00) (such amount, the “Condemnation Award”). The City shall promptly pay the Condemnation Award to the Developer.

F. Pursuant to Vernon Municipal Code section 17.69.020, a development agreement is required to memorialize the expectations of City and Developer as more particularly described herein.

G. On December 5, 2023, the City Council of the City, pursuant to Government Code sections 65867 and 65867.5 and Vernon Municipal Code sections 17.84.060 and

17.96.020, as well as other applicable law, held a duly noticed public hearing to consider the approval of this Agreement and, after hearing public testimony thereon, considered the proposal and introduced Ordinance No. 1298.

H. The City Council has found that: this Agreement is in the best public interest of the City and its residents; approving this Agreement constitutes a present exercise of the City’s police power; the terms of the Agreement will not be detrimental to the public’s health, safety, or general welfare; and this Agreement is consistent with the City’s General Plan and Municipal Code. This Agreement and the proposed Project (as hereinafter defined) will allow for the incorporation of modern technology into relocated displays.

I. On January 16, 2024, the City Council held the second reading of Ordinance No.1298, thereby approving this Agreement.

Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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J. City finds and determines that all actions required of City precedent to approval of this Agreement by Ordinance No. 1298 of the City Council have been duly and regularly taken.

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

COVENANTS
NOW, THEREFORE, in consideration of the above recitals and of the mutual covenants hereinafter contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND EXHIBITS.

1.1 Definitions. This Agreement uses a number of terms having specific meanings, as defined below. These specially defined terms are distinguished by having the initial letter capitalized when used in the Agreement. In addition to the terms defined in the Recitals above and elsewhere in this Agreement, the defined terms include the following:

1.1.1 “Agreement” means this Development Agreement and all attachments and Exhibits hereto.

1.1.2 “City” means the City of Vernon, a California charter City and California municipal corporation.

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

1.1.4 “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.

1.1.5 “Development Approvals” means any and all permits and approvals which may be required by City, affected utility agencies, or any other governmental agency for the construction and/or operation of the Project by Developer pursuant to the Scope of Development, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act (“CEQA”) and from the California Department of Transportation (“Caltrans”), if any.

1.1.6 “Effective Date” is when the Agreement is signed by both the Developer and City and when the Agreement is approved by Ordinance No. 1298, but shall be no sooner than 30 days following approval of this Agreement by Ordinance No. 1298, and after expiration of all applicable appeals periods.

1.1.7 “Land Use Regulations” means all ordinances, resolutions, codes, rules, regulations and official policies of City, including, but not limited to, the City’s General Plan Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

__________________________________
and 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 provisions for reservation or dedication of land for public purposes, and the design, improvement and construction standards and specifications applicable to the development of the 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 NPDES regulations and approvals from the Caltrans Outdoor Advertising Division, to the extent applicable.

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

1.1.9 “New Digital Billboard” means the new double-faced digital sign, as described in Exhibit “B” hereto located on the Site, and a relocation in place of the existing lawfully permitted double faced outdoor advertising structure 12’ x 25’ foot printed display faces on the Site.

1.1.10 “Operational” means the New Digital Billboard is capable, legally and functionally, of displaying advertising on the digital displays with a permanent source of power.

1.1.11 “Project” means the relocation in place of the existing outdoor advertising structure at the Site as the New Digital Billboard.

1.1.12 “Scope of Development” means the Scope of Development attached hereto as Exhibit “C” and incorporated herein.

1.1.13 “Site Lease” means the lease agreement by and between Developer and Union Pacific Railroad the owner of the Site.

1.1.14 “Subsequent Land Use Regulations” means any Land Use Regulations effective after the Effective Date of this Agreement which governs development and use of the Project and/or the Site.

1.1.15 “Subsequent Development Approvals” means any and all permits and approvals which may be required by City, affected utility, or any other governmental agency for repair, maintenance, construction, reconstruction, enhancement, development, operation, or other work to be performed by Developer, including but not limited to, necessary building permits and all approvals required under the California Environmental Quality Act (“CEQA”), that occurs after the Project has been constructed and become operational. Consistent with the Outdoor Advertising Act (Bus. & Profs. Code, § 5200 et seq.), the performance of customary maintenance does not require local approvals.

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

1.2 Exhibits. The following documents are attached to, and by this reference made a part of this Agreement: Exhibit “A” (Legal Description of Site), Exhibit “B” (Description of New Digital Billboard), Exhibit “C” (Scope of Development).

Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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2. GENERAL PROVISIONS.

2.1 Binding Effect of Agreement. From and following the Effective Date, actions by the City and Developer with respect to the Site, the Project, or the New Digital Billboard, including actions by the City on applications for Subsequent Development Approvals affecting the Site, shall be subject to the terms and provisions of this Agreement; provided, however, that nothing in this Agreement shall be deemed or construed (i) to modify or amend the Site Lease, or any of Developer’s obligations thereunder; (ii) bind or restrict the owner of the Site with respect to its ownership or operation of the Site; or (iii) to impose any obligation whatsoever on the owner of the Site, including without limitation any obligation with respect to the Project, except as expressly set forth in this Agreement.

2.2 Interest in the Site. City and Developer acknowledge and agree that Developer has a legal or equitable interest in the Site and thus is qualified to enter into and be a party to this Agreement under California Government Code 65864 et. seq. If Developer’s leasehold interest is prematurely terminated by the owner of the Site, then Developer shall have no further obligations under Section 3.2 4 or Exhibit “C” of this Agreement relative to the construction or maintenance of the sign thereon, including but not limited to any payments under Section 2.5 or elsewhere hereunder. Additionally, if Developer’s leasehold interest is prematurely terminated by owner of the Site, then this Agreement shall be terminated and Developer shall have no further obligations under this Agreement, except as provided under Section 4.1 with respect to Developer’s responsibility to remove the digital display faces on the New Digital Billboard as provided therein.

2.3 No Assignment. Except as set forth herein, neither party may sublet, assign or otherwise transfer this Agreement, or any interest herein, either voluntarily or by operation of law, without the other party’s prior written consent, which the other party shall not unreasonably withhold, condition, or delay. Notwithstanding the above, the consent of City shall not be required: (a) for Developer to assign its rights and duties under this Agreement to any type of legal entity, including but not limited to a limited liability company, corporation, or limited partnership, controlling, controlled by or under common control with Developer or to any entity that acquires a majority of Developer’s assets in the Southern California market; or (b) in the event any such entity to which this Agreement has been so assigned thereafter merges with another company, reorganizes its stock, or undergoes a similar corporate restructuring, changes ownership or sells any of its assets or stock. Any security posted by Developer may be substituted by the assignee or transferee. After a transfer or assignment as permitted by this Section, the City shall look solely to such assignee or transferee for compliance with the provisions of this Agreement which have been assigned or transferred.

2.4 Term of Agreement. Unless earlier terminated as provided in this Agreement, this Agreement shall continue in full force and effect until the earlier of: (a) twenty (20) years after the date the digital display faces on the New Digital Billboard become Operational; or (b) the earlier termination of this Agreement and Site Lease and the permanent removal of the digital display faces on the New Digital Billboard constructed pursuant to the terms hereof. If one digital face is removed permanently and replaced with a printed face, then this Agreement will remain in full force and effect as to the second digital face. The Annual Development Fee under Section 2.5 shall be adjusted based on the number of digital faces in operation. This Agreement may be extended for a period not to exceed ten (10) additional years at Developer’s option at the end of the initial term by delivery of written notice from Developer to the City not less than ninety Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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(90) days prior to expiration of the initial term of this 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 9.1 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.

2.5 Development Fee. The potential impacts of the Project on the City and surrounding community are difficult to identify and calculate. Developer and City agree that an annual development fee paid by Developer to City (hereinafter, the “Development Fee”) would adequately ameliorate all such potential impacts. The parties agree that the annual Development Fee payable by the Developer to the City shall be as follows:

Years 1-10: Ten Thousand and 00/100 Dollars ($10,000.00) per digital display face installed on the New Digital Billboard
Years 11-20: Twelve Thousand Five Hundred and 00/100 Dollars ($12,500.00) per digital display face installed on the New Digital Billboard Year 21-30 (if such additional ten-year option is exercised by Developer as set forth in Section 2.4.): Fifteen Thousand and 00/100 Dollars ($15,000.00) per digital display face installed on the New Digital Billboard

2.6 The Developer’s Development Fee shall be payable in monthly installments, with the first installment due on the first day of the month first following the date that the first digital display faces on the New Digital Billboard become Operational (the “Commencement Date”), and on the first day of each month thereafter (each, a “Due Date”) throughout the Term of this Agreement, as follows:

2.6.1 The monthly installments of the Development Fee shall be paid to City at City’s address designated in Section 9.20, or at such other address as City may from time to time designate in writing to Developer for the payment of the Development Fee.

2.6.2 The City may notify the Developer if the Development Fee installment is not received within 5 business days after the Due Date (“Late Notice”) and there shall be no penalty if payment is made within 5 business days following the Late Notice. The date of the Late Notice shall mean the date that it is received by the Developer after it has been placed by the City in the U.S. Mail, certified mail with return receipt. Failure to sign the return receipt shall not affect the date Late Notice is given. If City does not issue a Late Notice, penalties will begin to accrue if payment is not made within 30 days of the Due Date.

2.6.3 Late payment penalties shall be calculated as follows: five percent (5%) of the Development Fee installment due and payable for the current month shall be added to the Development Fee installment for that month for failure to make the full payment within 5 business days of the Late Notice. As an example, the Development Fee for any month is $833.33 ($10,000/12). A 5% penalty would result in a total amount due of $875.00 ($833.33 + $41.67).

Thereafter, for each additional 10 days that the full Development Fee installment is not paid, including the penalty, the Developer shall incur an additional penalty of 5% of that month’s Development Fee, for a maximum penalty of 15% of that month’s Development Fee.

Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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2.6.4 Failure by Developer to pay the Development Fee installment to the City within 30 days following the Due Date of each month during the Term of this Agreement is considered a material breach of this Agreement, and if not paid in full to the City, including all late penalties, within 10 business days after written notice to Developer of such material breach, City may begin termination proceedings in accordance with Section 6, Termination of Agreement.

2.7 Developer shall notify the City in writing when the digital display faces on the New Digital Billboard become Operational for the purpose of determining the Commencement Date. The City’s issuance of a building permit shall not be unreasonably withheld, provided the issuance of a building permit is done in compliance with the terms of this Agreement and said permit is issued in full compliance with applicable building codes and standards.

2.8 Community Benefits. Developer shall also provide the following community benefits during the entire Term of this Agreement:

2.8.1 City’s Use of Digital Sign. Developer shall also provide, free of charge to City on a space available basis, advertising space on the digital display faces on the New Digital Billboard for purposes of posting public service announcements and City-related advertising or announcements (“City Messages”). The City shall submit all proposed copy of City Messages to Developer not less than five (5) business days prior to the date the copy is proposed to be displayed, and, with the exception of Public Service Messages described in Section 2.7.3, the City shall notify Developer in writing not less than 30 calendar days prior to a requested display date. All proposed copy shall be subject to Developer’s standard advertising copy rejection and removal policies, which allow Developer to approve or disapprove copy and remove copy once posted or displayed. City represents and warrants that all copy, content and materials supplied by City to Developer for display under this Agreement: (i) are owned or duly licensed by City and do not infringe or misappropriate the rights of any other person or entity; (ii) comply with all applicable federal, state, and local laws, rules and regulations and any industry codes or rules by which City and/or Developer may be bound and do not contain any obscene, libelous, slanderous or otherwise defamatory materials or refer in an offensive manner to the gender, race or ethnicity of any individual or group; (iii) are accurate and that all claims contained therein have been substantiated; and (iv) do not infringe upon any copyright, trademark or other intellectual property or privacy right of any third party. Any content provided by City shall be owned and belong exclusively to the City, and Developer shall not reproduce, sell, or give away any such content without the advance written consent of the City. 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.

2.8.2 Indemnification for City Messages. The City shall, and hereby does agree to, indemnify, defend and hold harmless Developer 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 infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party. This indemnity shall not include Developer’s lost profits or consequential damages or any similar right, of any third party.

2.8.3 Public Service Messages. During the entire Term of this Agreement and any extension, Developer shall make advertising space on the digital display faces on the Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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New Digital Billboard Faces available to the appropriate agencies for the purposes of displaying “Amber Alert” or other emergency messages, at no cost, and in accordance with local and regional emergency protocols.

2.9 Signing Bonus. Within thirty (30) days of the Commencement Date, the Developer shall pay the applicable Signing Bonus to the City.

2.10 Prohibited Use. Developer shall not utilize the digital display faces on the New Digital Billboard to advertise tobacco, marijuana/cannabis, hashish, “gentlemen’s clubs,” adult entertainment businesses, “obscene matter,” as that term is defined in California Penal Code section 311, or any matter that is prohibited by any City ordinance existing as of the Effective Date of this Agreement or as may be amended or implemented from time-to-time after the Effective Date and equally applicable to all billboard displays. In addition, the Developer shall at all times comply with Article 7 § 5402 of the Outdoor Advertising Act from the Business and Professions Code. Developer shall immediately remove any prohibited content upon notice from the City. If there is a dispute between Developer and City as to whether any such content is prohibited, Developer shall remove the disputed content until the dispute is resolved.

3. DEVELOPMENT AND IMPLEMENTATION OF THE PROJECT.

3.1 Vested Right to Develop The Site. Developer shall have the right to develop the Project on the Site in accordance with, and to the extent of, the Development Approvals, the Subsequent Development Approvals, and this Agreement pursuant to the Land Use Regulations including, without limitation, Developer’s vested right to develop the Project on the Site; provided that nothing in this Agreement shall be deemed to modify or amend the Site Lease. In the event of any conflict or inconsistency between (i) the Agreement, any Project conditions of approval, and terms for issuance of a Project-related building permit, and (ii) the Land Use Regulations, this Agreement and any Project conditions of approval, and terms for issuance of a Project-related building permit shall prevail and control.

3.2 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 and use of the Site; the maximum height, bulk, and size of proposed structures; the general location of public utilities; the design, and improvement and construction standards and specifications applicable to development of the Site; and other terms and conditions of development applicable to the Project, are 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.

3.3 Development Approvals. Developer shall, at its own expense and before commencement of demolition, construction or development of any structures or other work of improvement upon the Site, secure or cause to be secured all necessary Development Approvals.

Not by way of limiting the foregoing, in developing and constructing the Project, Developer shall comply with all (1) applicable development standards in the Code, (2) applicable NPDES requirements pertaining to the Project, (3) all applicable building and fire codes, except as may be permitted through approved variances and modifications. Developer shall pay all normal and customary fees and charges applicable to such permits, and any fees and charges hereafter imposed by City in connection with the Project which are standard and uniformly-applied to similar projects in the City.

Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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3.4 The purpose of this Agreement is to set forth the rules and regulations applicable to the Project, which shall be accomplished in accordance with this Agreement, including the Scope of Development (Exhibit “C”) which sets forth a description of the Project.

3.5 Changes and Amendments. Developer may determine that changes to the Agreement are appropriate and desirable. In the event Developer makes such a determination, Developer may apply in writing for an amendment to the Agreement to effectuate such change(s).

The Parties acknowledge that City shall be permitted to use its reasonable discretion and 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, and the City must comply with Paragraph 9.18 of this Agreement. Accordingly, under no circumstance shall City be obligated in any manner to approve any amendment to the Agreement. Notwithstanding the foregoing, the City Administrator shall be authorized, with the written consent of Developer, to approve any non-substantive amendment to the Agreement without processing a formal amendment to this Agreement. All other amendments shall require the approval of the City Council. The parties acknowledge that any extension of the Term for no more than twenty-four (24) months total is an example of a non-substantive change, which the City Administrator, in his or her sole discretion, may approve in writing. Nothing herein shall cause Developer to be in default if it upgrades the digital display installed pursuant to this Agreement during the Term of this Agreement to incorporate newer technology; provided Developer shall secure all applicable ministerial permits to do so and ensure that such upgrade is consistent with the dimensions and standards for the displays, as provided under this Agreement, the Land Use Regulations and Subsequent Land Use Regulations.

3.6 Reservation of Authority.

3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the development of the Site:
(a) Processing fees and charges of every kind and nature imposed by the City to cover the estimated actual costs to City of processing applications for Subsequent Development Approvals to the extent such fees are assessed on a City-wide basis. (b) Procedural regulations consistent with this Agreement relating to hearing bodies, petitions, applications, notices, findings, records, hearing, reports, recommendations, appeals and any other matter of procedure. Notwithstanding the foregoing, if such change materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.
(c) Changes adopted by the International Conference of
Building Officials, or other similar body, as part of the then most current versions of the Uniform Building Code, Uniform Fire Code, Uniform Plumbing Code, Uniform Mechanical Code, or National Electrical Code, as adopted by City as Subsequent Land Use Regulations, if adopted prior to the issuance of a building permit for development of the digital display faces on the New Digital Billboard on the Site. Notwithstanding the foregoing, if such change materially changes Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice. (d) Regulations that are not in conflict with the Development Approvals or this Agreement, and do not (1) reduce the size of the Project as permitted under the Land Use Regulations; (2) interfere with the operation of the New Digital Billboard as permitted under the Land Use Regulations; (3) change the land use designation or permitted or conditionally permitted use of the Site as described in the Land Use Regulations; (4) require the issuance of permits, approvals or entitlements by City other than those required under the Existing Land Use Regulations; or (5) materially limit the processing or procuring of applications and approvals of Subsequent Development Approvals.
(e) Regulations that are in conflict with the Development Approvals or this Agreement, provided Developer has given written consent to the application of such regulations to the Development of the Site.
(f) Applicable Federal, State, County, and multi-jurisdictional law and regulations which City is required to enforce as against the Site and that do not have an exception for existing signs or legal nonconforming uses.

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

3.6.3 Modification or Suspension by Federal or State Law. In the event that applicable federal or state laws or regulations enacted after the Effective Date of this Agreement, prevent or preclude compliance with one or more of the provisions of this Agreement, and there is no exception for the legal nonconforming use, each party shall provide the other party with written notice of such state or federal law or regulation, a copy of such law or regulation, and a statement concerning the conflict with the provisions of this Agreement. The parties shall, within thirty (30) days, meet and confer in good faith in a reasonable attempt to modify this Agreement so as to comply with such state or federal law or regulation. This Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations and to the extent such laws or regulations do not render such remaining provision impractical to enforce.

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

3.7 Regulation by Other Public Agencies. It is acknowledged by the parties that other public agencies not subject to control by City may possess authority to regulate aspects of the development of the Site as contemplated herein, and this Agreement does not limit the authority of such other public agencies. Developer acknowledges and represents that, in addition to the Land Use Regulations, Developer shall, at all times, comply with all applicable federal, State and local laws and regulations applicable to the New Digital Billboard and Site that do not have an exception for a legal nonconforming use. To the extent such other public agencies preclude development or maintenance of the Project and that do not have an exception for a legal nonconforming use, Developer shall not be further obligated under this Agreement except as provided in Section 4.1. Notwithstanding the foregoing, if such action by another public agency Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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materially changes Developer’s costs or otherwise materially impacts its performance hereunder, Developer may terminate this Agreement upon ninety (90) days prior written notice.

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

3.8.1 The payment or construction must be to alleviate an impact caused by the Project or be of benefit to the Project; and

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

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

3.9 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 Project, except such fees, taxes and assessments as are described in or required by this Agreement and/or the Development Approvals. However, this Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and not the New Digital Billboard or Developer directly as follows:

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

3.9.2 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;

3.9.3 Developer shall be obligated to pay all fees applicable to a permit application as charged by City at the time such application is filed by Developer;

3.9.4 Developer shall be obligated to pay any fees imposed pursuant to any Uniform Code that existed when the application is filed by the Developer or that exists when the Developer applies for any Subsequent Development Approval.

3.10 Notwithstanding anything to the contrary herein, if there is a change in such fees to those charged as of the full execution hereof, or 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.

Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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3.11 The term of any Development Approvals and Subsequent Development Approvals shall be automatically extended for the longer of the Term of this Agreement or the term otherwise applicable to the Development Approvals and Subsequent Development Approvals.

4. REMOVAL OF BILLBOARD DISPLAY FACES.

4.1 Removal by Developer. If an extension of the Term is not granted by the City according to the provisions of paragraph 2.4, above, the New Digital Billboard digital display faces will be removed and the displays may be converted back to printed displays at the expiration of the Term. In the event that the digital displays are not converted back to printed displays according to the terms of this paragraph, Developer shall within sixty (60) days from expiration of the Term, at its sole cost and expense, be required to demolish and remove the New Digital Billboard digital display faces.

4.2 City’s Right to Demand Removal Upon Breach. Provided Developer is not in material breach hereof past any applicable notice and cure period, City will not have the right to remove the New Digital Billboard digital display faces. Should Developer be in material breach of this Agreement past any applicable notice and cure period, and subject to due process, City may only require removal of the New Digital Billboard digital display faces. If City requires the New Digital Billboard digital display faces to be removed pursuant to the terms of this paragraph, Developer shall, at its sole cost and expense, remove the digital displays upon the New Digital Billboard and convert the displays to printed displays within ninety (90) days of City’s notice to Developer of such breach.

5. REVIEW FOR COMPLIANCE.

5.1 Annual Reviews. At least once every twelve (12) months, Developer shall demonstrate its good faith compliance with the terms hereof by providing written correspondence addressed to the City’s Director of Public Works demonstrating such good faith compliance. “Good faith compliance” shall mean that Developer has sufficiently followed the terms of this Agreement so as to carry out the intent of the parties in entering into it. After receiving and reviewing Developer’s written submission, if the Director of Public Works finds that Developer is not acting in good faith compliance with this Agreement, the Director of Public Works shall schedule a hearing before the City Administrator in order to evaluate Developer’s good faith compliance with the terms of the Agreement. The City shall provide Developer with notice of such hearing and a copy of all staff reports and related exhibits as soon as available, but in no event later than five days prior to the hearing. The City Administrator’s determination following such hearing shall be based on substantial evidence, and shall be subject to appeal to the City Council.

If the City Administrator or City Council, as applicable, finds that the Developer is not in good faith compliance with the terms of this Agreement, the provisions of Section 6 shall govern the parties rights.

5.2 City Right of Access. The City, its officers, employees, agents and contractors, shall, in the exercise of the City’s police power, have the right, at their sole risk and expense, to enter the Site consistent with any rights the City has obtained by virtue of recorded easement or other property interests or, if no such interests exist, upon execution of a license or other applicable written agreement in a form mutually acceptable to the owner of the Site and upon written notice to Developer. The access to the Site described in this paragraph shall be for Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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the purpose of conducting the inspection, maintenance, repair, service, construction, or relocation of any public improvements or public facilities located on the Site, or to exercise its rights under Section 4.2. If an emergency repair to a public improvement or public facility on the Site is required and the City does not possess and has not obtained the foregoing access rights, 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, with the reasonableness of such notice to be determined from the circumstances necessitating the entry. Any damage or injury to the Site or to the improvements constructed thereon resulting from such entry shall be promptly repaired at the sole expense of the City. 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, so long as the City conducts the foregoing activities in a manner consistent with and protective of Developer’s and the Site owner’s due process rights. Except as explicitly provided for in this Agreement (including without limitation in this Section and Section 4.2 above), the City shall have no right whatsoever to enter the Site.

5.3 Procedure. Each party shall have a reasonable opportunity to assert matters which it believes have not been undertaken in accordance with the Agreement, to explain the basis for such assertion, and to receive from the other party a justification of its position on such matters. If, on the basis of the parties’ review of any terms of the Agreement, either party concludes that the other party has not complied with the terms of the Agreement, then such party may issue a written “Notice of Non-Compliance” specifying the grounds therefore and all facts demonstrating such non-compliance. The party receiving a Notice of Non-Compliance shall have forty-five (45) days to cure or remedy the non-compliance identified in the Notice of NonCompliance, or if such cure or remedy is not reasonably capable of being cured or remedied within such forty-five (45) days period, to commence to cure or remedy the non-compliance and to diligently and in good faith prosecute such cure or remedy to completion. If the party receiving the Notice of Non-Compliance disputes that it is in non-compliance with the terms of this Agreement, that party shall respond in writing to the Notice of Non-Compliance within forty-five (45) days after receipt of the Notice of Non-Compliance. If a Notice of Non-Compliance is disputed, the parties shall, for a period of not less than fifteen (15) days following receipt of the response to the Notice of Non-Compliance, seek to arrive at a mutually acceptable resolution of the dispute. In the event that a cure or remedy is not timely effected or, if the Notice of NonCompliance is disputed 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 described above, the party alleging the non-compliance may thereupon pursue the remedies provided in Section 6. Neither party hereto shall be deemed in breach if the reason for non-compliance is due to a “force majeure” event as defined in, and subject to the provisions of, Section 9.10.

6. DEFAULT AND REMEDIES.

6.1 Termination of Agreement.

6.1.1 Termination of Agreement for Material Default of Developer. City, in its discretion, may terminate this Agreement upon written notice to Developer for any material failure of Developer to perform any material duty or obligation of Developer hereunder or to comply with the terms of this Agreement (hereinafter referred to as “default” or “breach”); provided, however, City may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5.3. In the event of a termination by City under this Section Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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6.1.1, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including the any processing fee and the Development Fee paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that City terminates this Agreement under this Section 6.1.1 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of any processing fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.

6.1.2 Termination of Agreement for Material Default of City. Developer, in its discretion, may terminate this Agreement upon written notice to City for any material failure of City to perform any material duty or obligation of City hereunder or to comply in with the terms of this Agreement; provided, however, Developer may terminate this Agreement pursuant to this Section only after following the procedure set forth in Section 5.3. In addition, Developer may terminate this Agreement upon written notice to City, if despite Developer’s good faith efforts, it is unable to secure the Development Approvals and any other necessary approvals and/or compliance with requirements under laws necessary to effectuate the Project is not feasible. In the event of a termination by Developer under this Section 6.1.2, Developer acknowledges and agrees that, unless otherwise set forth below, City may retain all fees, including any processing fee and the Development Fee, paid up to the date of termination, and Developer shall pay the prorated amount of the Development Fee within sixty (60) days after the date of termination and removal of the New Digital Billboard digital display faces that equates to the percentage of time elapsed in the year of the Term at the time of termination. In the event that Developer terminates this Agreement under this Section 6.1.2 before the New Digital Billboard digital display faces become Operational, City shall refund any portion of any processing Fee that the City has not reasonably expended at the time of such termination after payment to City of the fees and costs described in Section 2.5.

6.1.3 Rights and Duties Following Termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to (i) any default in the performance of the provisions of this Agreement which has occurred prior to said termination, (ii) Developer’s obligation to remove the digital display faces on the New Digital billboard pursuant to Section 4.1 or (iii) any continuing obligations to indemnify other parties.

6.2 Remedies. In addition to the rights of termination set forth above, in the event of a default by either party, the non-defaulting party shall have the right to: (a) bring any proceeding in the nature of specific performance, injunctive relief, declaratory relief, or mandamus and/or; (b) 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, or punitive) against the City other than attorneys’ fees to the extent provided in Section 9.13 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 9.13 below.

Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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7. INSURANCE, INDEMNIFICATION AND WAIVERS.

7.1 Insurance. Developer shall carry, and comply with, the following insurance requirements during the Term of this Agreement.

7.1.1 Types of Insurance.
(a) Liability Insurance. Beginning on the Effective Date hereof and until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be kept in force for the mutual benefit of City, as additional insured, and Developer comprehensive broad form general liability insurance covering Developer’s possession and use of the Site and providing protection of at least Two Million Dollars ($2,000,000) for bodily injury or death to any one person, at least Four Million Dollars ($4,000,000) in the aggregate for any accidents or occurrences, and at least One Million Dollars ($1,000,000) for property damage. Developer shall also furnish or cause to be furnished to City evidence that any contractors with whom Developer has contracted for the performance of any work for which Developer is responsible maintains the same limits of coverage, as specified above. Developer shall provide to the City annual proof of insurance consistent with terms and conditions of this agreement. (b) Worker’s Compensation. Developer shall also furnish or cause to be furnished to City evidence that any contractor with whom Developer has contracted for the performance of any work for which Developer is responsible hereunder carries worker’s compensation insurance as required by law.
(c) Insurance Policy Form, Sufficiency, Content and Insurer. All insurance required by express provisions hereof shall be carried only by responsible insurance companies qualified to do business by California with an AM Best Rating of no less than “A”. All such policies shall be non-assignable and shall contain language, to the extent obtainable, to the effect that (i) the policies are primary and noncontributing with any insurance that may be carried by City, but only with respect to the liabilities assumed by Developer under this Agreement; and (ii) the policies cannot be canceled or materially changed by Developer except after thirty (30) days’ written notice by Developer to City or City’s designated representative and the City’s approval thereof. Developer shall furnish City with certificates of insurance evidencing that Developer has complied with the requirements of this paragraph 7.1.1.

7.1.2 Failure to Maintain Insurance and Proof of Compliance. Developer shall deliver to City, in the manner required for notices, copies of certificates of all insurance policies required of each policy within the following time limits:
(1) For insurance required above, within seven (7) days after the Effective Date .
(2) The City can request current certificates of all insurance policies as required. The City reserves the right to obtain copies of relevant policy forms and endorsements of the required insurance policies.

Developer’s failure or refusal to procure or maintain insurance as required herein or failure or refusal to furnish City with proof that the required insurance has been procured and is in full force Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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and effect may, after complying with the requirements of Section 5.3, be deemed a default under the terms of this Agreement.

7.2 Indemnification.

7.2.1 General. Developer shall indemnify the City, and its respective officers, employees, and/or agents against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities (herein “claims or liabilities”) that may be asserted or claimed by any person(s), firm, or entity arising out of or in connection with this Agreement and/or the work, operations, or activities of Developer, its agents, employees, subcontractors, and/or invitees, hereunder, upon the Site. (a) Developer will defend any action or actions filed in connection with any of said claims or liabilities covered by the indemnification provisions herein and will pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith, which attorneys will be the attorneys hired by the insurance company where insurance coverage applies.
(b) Developer will promptly pay any judgment rendered against the City or its respective officers, agents, or employees that falls within the scope of Developer’s indemnity obligations, as defined above in paragraph 7.2.1.

7.2.2 Exceptions. The foregoing indemnity shall not include claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents, or employees or contractors. The foregoing indemnity shall also not include claims or liabilities arising from City’s use of Developer’s advertising space pursuant to paragraph 2.9.1 above.

7.2.3 Additional Coverage. Without limiting the generality of the foregoing, Developer’s indemnity obligation shall include any liability arising by reason of any accident or other occurrence caused by Developer in or on the Site causing injury to any person or property;
(a) Loss and Damage. Except as set forth below, City shall not be liable for any damage to property of Developer or others located on the Site, nor for the loss of or damage to any property of Developer or others by theft or otherwise. Except as set forth below, City shall not be liable for any injury or damage to persons or property resulting from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the Site or from the pipes or plumbing, or from the street, or from any environmental or soil contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical condition of the Site, or by any other cause of whatsoever nature. The provisions of this subparagraph (a) shall not apply (i) to the extent City or its agents, employees, subcontractors, invitees or representatives causes such injury or damage, or (ii) to the extent covered in any permit to enter the Site executed by the City.
(b) Period of Indemnification. The obligations for indemnity under this Section 7.2 shall begin upon the Effective Date and shall survive termination of Development Agreement.

Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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8. MORTGAGEE PROTECTION.

The parties hereto agree that this Agreement shall not prevent or limit Developer, in any manner, at Developer’s sole discretion, from encumbering the Site or any portion thereof or any improvement thereon by any mortgage, deed of trust or other security device securing financing with respect to the Site. City acknowledges that the lenders providing such financing may require certain Agreement modifications and City agrees upon request, from time to time, to meet with Developer, the owner of the Site, and representatives of such lenders to negotiate in good faith any such request for modification. Subject to compliance with applicable laws, City will not unreasonably withhold its consent to any such requested modification provided City determines such modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of the Site shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish or impair the lien of any mortgage on the Project or the Site made in good faith and for value, unless otherwise required by law. (b) The Mortgagee of any mortgage or deed of trust
encumbering the Project or the Site, or any part thereof, which Mortgagee has submitted a request in writing to the City in the manner specified herein for giving notices, shall be entitled to receive written notification from City of any default by Developer in the performance of Developer’s obligations under this Agreement.
(c) If City timely receives a request from a Mortgagee
requesting a copy of any notice of default given to Developer under the terms of this Agreement, City shall make a good faith effort to provide a copy of that notice to the Mortgagee within ten (10) days of sending the notice of default to Developer. The Mortgagee shall have the right, but not the obligation, to cure the default during the period that is the longer of (i) the remaining cure period allowed such party under this Agreement, or (ii) sixty (60) days. (d) Any Mortgagee who comes into possession of the Project or the Site, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such foreclosure, shall take the Project or the Site, or part thereof, subject to the terms of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee shall have an obligation or duty under this Agreement to perform any of Developer’s obligations or other affirmative covenants of Developer hereunder, or to guarantee such performance; except that (i) to the extent that any covenant to be performed by Developer is a condition precedent to the performance of a covenant by City, the performance thereof shall continue to be a condition precedent to City’s performance hereunder, and (ii) in the event any Mortgagee seeks to develop or use any portion of the Project or the Site acquired by such Mortgagee by foreclosure, deed of trust, or deed in lieu of foreclosure, such Mortgagee shall strictly comply with all of the terms, conditions and requirements of this Agreement and the Development Approvals applicable to the Project or the Site or such part thereof so acquired by the Mortgagee.

9. MISCELLANEOUS PROVISIONS.

9.1 Recordation of Agreement. This Agreement shall be recorded with the County Recorder by the City within ten (10) days of execution, as required by Government Code Ordinance No. 1298

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Section 65868.5. Amendments approved by the parties, and any cancellation, shall be similarly recorded.

9.2 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.

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

9.4 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 nondrafting party, shall not be employed in interpreting this Agreement, all parties having been represented by counsel in the negotiation and hereof.

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

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

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

9.8 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.

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

9.10 Force Majeure. Notwithstanding the contrary herein, neither party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by earthquakes, other acts of God, fires, rains, winds, wars, pandemics, Ordinance No. 1298

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epidemics, terrorism, riots or similar hostilities, strikes and other labor difficulties beyond the party’s control (including the party’s employment force), government actions and regulations (other than those of the City), court actions (such as restraining orders or injunctions), or other causes beyond the party’s reasonable control. If any such events shall occur, the term of this Agreement and the time for performance shall be extended for the duration of each such event, provided that the term of this Agreement shall not be extended under any circumstances for more than five (5) years and further provided that if such delay is longer than six (6) months, Developer may terminate this Agreement upon written notice to City and City shall return to Developer any portion of the Development fee paid for any period after the effective date of such termination.

9.11 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.

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

9.13 Litigation. Any action at law or in equity arising under this Agreement or brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Los Angeles, State of California, or such other appropriate court in said county. Service of process on City shall be made in accordance with California law. Service of process on Developer shall be made in any manner permitted by California law and shall be effective whether served inside or outside California. In the event of any action between City and Developer seeking enforcement or interpretation of any of the terms and conditions to this Agreement, the prevailing party in such action shall be awarded, in addition to such relief to which such party is entitled under this Agreement, its reasonable litigation costs and expenses, including without limitation its expert witness fees and reasonable attorneys’ fees.

9.14 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.

9.15 Project as a Private Undertaking. It is specifically understood and agreed by and between the parties hereto that the Development of the Project is a private 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 City and Developer is that of a government entity regulating the Development of private property, on the one hand, and the holder of a legal or equitable interest in such property on the other hand. City agrees that by its approval of, and entering into, this Agreement, that it is not taking any action which would transform this private Development into a “public work” project, and that nothing herein shall be interpreted to convey upon Developer any benefit which would transform Developer’s private project into a public work Ordinance No. 1298

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project, it being understood that this Agreement is entered into by City and Developer upon the exchange of consideration described in this Agreement, including the Recitals to this Agreement which are incorporated into this Agreement and made a part hereof, and that City is receiving by and through this Agreement the full measure of benefit in exchange for the burdens placed on Developer by this Agreement.

9.16 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.

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

9.18 Amendments in Writing/Cooperation. This Agreement may be amended only by written consent of both parties specifically approving the amendment and in accordance with the Government Code provisions for the amendment of Development Agreements. The parties shall cooperate in good faith with respect to any amendment proposed in order to clarify the intent and application of this Agreement, and shall treat any such proposal on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non-material modifications may be approved by the City Administrator upon approval by the City Attorney.

9.19 Corporate Authority. The person(s) executing this Agreement on behalf of each of the parties hereto represent and warrant that (i) such party, if not an individual, is duly organized and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said party, (iii) by so executing this Agreement such party is formally bound to the provisions of this Agreement, and (iv) the entering into this Agreement does not violate any provision of any other agreement to which such party is bound.

9.20 Notices. All notices under this Agreement shall be effective when delivered by United States Postal Service mail, registered or certified, postage prepaid return receipt requested; and addressed to the respective parties as set forth below or as to such other address as the parties may from time to time designate in writing by providing notice to the other party:

To City: City of Vernon
4305 Santa Fe Avenue
Vernon, CA 90058
Attn: City Administrator
To Developer: Clear Channel Outdoor, LLC
19320 Harborgate Way
Torrance, CA 90501
Attn: Vice President, Real Estate & Public Affairs
Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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With Copy To: Clear Channel Outdoor, LLC
2325 E. Camelback Road, Suite 250
Phoenix, AZ 85016
Attn: Operations Counsel

9.21 Nonliability of City Officials. No officer, official, member, employee, agent, and/or representatives of City shall be liable for any amounts due hereunder, and no judgment or execution thereon entered in any action hereon shall be personally enforced against any such officer, official, member, employee, agent, and/or representative.

9.22 No Brokers. City and Developer represent and warrant to the other that neither has employed any broker and/or finder to represent its interest in this transaction. Each party agrees to indemnify and hold the other free and harmless from and against any and all liability, loss, cost, or expense (including court costs and reasonable attorneys’ fees) in any manner connected with a claim asserted by any individual or entity for any commission or finder’s fee in connection with this Agreement or arising out of agreements by the indemnifying party to pay any commission or finder’s fee.

9.23 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.
[Signatures Begin on Next Page].

Ordinance No. 1298

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Digital Billboard Development Agreement No. CCO-03
Clear Channel Outdoor, LLC

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

City: CITY OF VERNON
By:

Crystal Larios, Mayor
ATTEST:

Lisa Pope, City Clerk
APPROVED AS TO FORM:

Zaynah N. Moussa, City Attorney
Developer:

CLEAR CHANNEL OUTDOOR, LLC,
a Delaware limited liability company

Bryan Parker, Executive Vice President
[end of signatures]

Ordinance No. 1298