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Home My Public Portal AboutAgreement_2015-12-15_Delorenzo Family Trust_Digital Billboard Advertising and Amortization_3rd AmendmentOFFICIAL BUSINESS Document exempt from recording fees pursuant to Cal. Gov. Code § 6103. RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: City of Temple City 9701 Las Tunas Drive Temple City, CA 91780 ATTN: Community Development Dept. SPACE ABOVE THIS LINE FOR RECORDING USE THIRD AMENDMENT TO DIGITAL BILLBOARD ADVERTISING AND AMORTIZATION AGREEMENT by and between the CITY OF TEMPLE CITY F1T TEMPLE CITY GATEWAY, LLC, ASSIGNEE OF DELORENZO FAMILY TRUST Dated December 15, 2015 LA 44837-3932-3430 vi THIRD AMENDMENT TO DIGITAL BILLBOARD ADVERTISING AND AMORTIZATION AGREEMENT This Third Amendment to Digital Billboard Advertising and Amortization Agreement ("Third Amendment"), which is dated for reference as indicated on the cover page, is hereby entered into by and between the CITY OF TEMPLE CITY, a California charter city ("City"), and TEMPLE CITY GATEWAY, LLC, ASSIGNEE OF DELORENZO FAMILY TRUST ("Digital Billboard Owner"), as follows: RECITALS A. City and Digital Billboard Owner entered into that certain Digital Billboard Advertising and Amortization Agreement on or about October 6, 2011 ("Agreement"). The Agreement was recorded with the Los Angeles County Recorder's Office on October 13, 2011, as Document Number 2011138940. B. City and Digital Billboard Owner subsequently entered into a First Amendment to Digital Billboard Agreement on or about February 5, 2014 ("First Amendment") to (i) add additional information regarding the content and formatting of the City's advertising slots, (ii) add procedures for the submission of advertising slots by the City to Digital Billboard Owner, and (iii) memorialize City's efforts to reasonably mitigate material visual interference to the Digital Billboard occasioned by the City's installation and maintenance of certain street trees, landscaping, and fixtures in the vicinity of the Digital Billboard along Rosemead Blvd. The First Amendment was recorded with the Los Angeles County Recorder's Office on March 10, 2014, as Document Number 20140240738. C. Digital Billboard Owner and City subsequently entered into a Second Amendment to Digital Billboard Agreement ("Second Amendment") on or about September 5, 2014 to authorize an extension of t to complete the installation of certain site improve "D" (Project/Timeline) to the Agreement and to ar Section 7.1 "Accommodations by City" of Article added to the Agreement by the First Amendment. recorded with the Los Angeles County Recorder's as Document Number 20141226403. me for Digital Billboard Owner ments specked in Attachment lend paragraphs "b" and "c" of VII "Digital Billboard Visibility" The Second Amendment was Office on November 17, 2014, D. Digital Billboard Owner and City desire to further amend the Agreement, as amended by the First Amendment and Second Amendment, to recognize certain amendments to Digital Billboard Owner's land use approvals and to require Digital Billboard Owner to provide certain funds to City for the benefit of the public. OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the promises made and recited herein, the parties do hereby enter into this Third Amendment which modifies and amends the Agreement as follows: LA 44837-3932-3430 v I\\,I^�*^'I V v 1. AMENDMENT. The Agreement is hereby modified and amended as follows: 1.1 Attachment "D" (Project/Timeline) is hereby amended as follows: The "Project Summary' is amended to read in part as follows: Phase IV — 5402 Rosemead Blvd. and 9011 Olive Street • New Designated Landscape Areas within the West -end Service Center Building Parcel and East -end Car Wash Structure Parcel. • Installation of the "Temple City Gateway" Overhang Spanning from the West -end Service Center Building Parcel to the East -end Car Wash Structure Parcel. • Installation of the "Temple City Gateway" Channel Letters. • Installation of Architectural Outdoor Lighting Focused on Illuminating the "Temple City Gateway" Overhang, Building Elements, and Landscaped Areas. • Except that: upon full payment of the amounts called for in Section 8.2 of this Agreement, the Installation of the "Temple City Gateway' Overhang Spanning from the West -end Service Center Building Parcel to the East - end Car Wash Structure Parcel, the Channel Letters, and the Architectural Outdoor Lighting Focused on Illuminating the "Temple City Gateway" Overhang, Building Elements, and Landscaped Areas shall not be required. The "Project Times" are amended to read in part as follows: Phase IV • By December 31, 2016. 1.2 Article VIII. A new Article VIII (Public Benefit) is added to the Agreement to read as follows: "ARTICLE VIII — PUBLIC BENEFIT 8.1 Provision of a Public Benefit. City and Digital Billboard Owner agree that pursuant to certain project approvals related to the Digital Billboard and the Property, Digital Billboard Owner was required to construct specified improvements on the Property, constituting Phase IV of the Project (a canopy with signage). The construction of these improvements would create a public benefit by providing a visual monument that would distinguish Temple City from nearby jurisdictions. The provision of this public benefit was, with the public benefits arising from Sections 1.1 and 1.4 of this Agreement, consideration for the City's duties and obligations under this LA 44837-3932-3470 vl Agreement. Digital Billboard Owner has sought relief from the requirement to construct the improvements constituting Phase IV, and seeks to provide a substitute benefit to the public. 8.2 Payment for "Placemaking" Public Improvements. City has established a public "placemaking" program for the Rosemead Boulevard corridor featuring the following: branded vehicular, traffic and pedestrian signs; banners; gateway monuments; public art installations; street furniture; and trees and median landscaping (collectively, the "Placemaking Improvements"). Placemaking Improvements are located along Rosemead Boulevard and on Las Tunas within the vicinity of Rosemead Boulevard, and the City has plans to install additional Placemaking Improvements at other locations in the City, primarily at entrances to the City and along major thoroughfares. City and Digital Billboard Owner agree that the Placemaking Improvements provide the kind of visual monumentation distinguishing Temple City from neighboring jurisdictions that Digital Billboard Owner's improvements were intended to establish. Digital Billboard Owner agrees to pay to the City the amount of Forty -Eight Thousand Two Hundred Forty -Three Dollars and No Cents ($48,243.00) for use by the City in maintaining current Placemaking Improvements and installing new Placemaking Improvements. Digital Billboard Owner shall remit payment in twelve (12) monthly installments, beginning on the first day of the first month following the execution of this Third Amendment and continuing on a monthly basis, with no deferment or postponement, until payment is completed. The amount of each monthly payment shall be as deemed appropriate by Digital Billboard Owner, provided however that a payment shall be remitted every month; no less than one-third (1/3) of the total amount shall be paid as of the fourth (4th) monthly installment; and no less than two-thirds (2/3) of the total amount shall be paid as of the eighth (8th) monthly installment. No interest shall accrue on the amount due; the City's sole remedy for non-payment shall be as set forth in Article V (Default and Remedies) of the Agreement. 8.3 Failure to Make Payments. Digital Billboard Owner acknowledges and agrees that the City's Planning Commission has modified its approval of the Project, allowing Digital Billboard Owner to obtain relief from the requirement to construct Phase IV as set forth in the Project plans and specifications, but that a failure to remit in full the payments required by this Article VIII will cause that modification to be rescinded on its own terms and cause construction of Phase IV to be required in compliance with Attachment "D." 2. GENERAL PROVISIONS. 2.1 Remainder Unchanged. Except as specifically modified and amended in this Third Amendment, the Agreement remains in full force and effect and binding upon the parties. 2.2 Integration. This Third Amendment consists of pages 1 through 3 inclusive, which constitute the entire understanding and agreement of the parties and supersedes all negotiations or previous agreements between the parties with respect to all or any part of the transaction discussed in this Third Amendment. LA #4837-3932-3430 vl 2.3 Effective Date. This Third Amendment shall not become effective until the date it has been formally approved by the City Council and executed by the appropriate authorities of the City and Digital Billboard Owner. 2.4 Applicable Law. The laws of the State of California shall govern the interpretation and enforcement of this Third Amendment. 2.5 References. All references to the Agreement include all their respective terms and provisions. All defined terms utilized in this Third Amendment have the same meaning as provided in the Agreement, unless expressly stated to the contrary in this Third Amendment, IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Agreement on the date and year first written above. ATT ST: Peggy KV Ci y Clerk APPROVED AS T ORM l Eric S. ail, City Attorney [Notary Acknowledgement Required] LA 44837-3932-3430 v CITY: THE CITY OF TEMPLE CITY By: Bryan Cook, City Manager DIGITAL BILLBOARD OWNER: O PLE C TY GAT , LC, ASSIGNEE OF L ENZO F IIM LY UST By: G Name: �12YY� Df-LOrZ-iZ o Title: MGyi�t jrk t N✓ etrber CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE 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 Cafdomia ) County of S",R ek na/clt ) On o WAALi W '2..¢ before me,`�.Uh S S-y»t-f,-" t A0,64cly ��0 (• L Daie Here Insert Name and Title of the Officer personally appeared\e_,ff(L Name(s) of Signers) who proved to me on the basis of satisfactory evidence to be theersonk whose namt re subscribed to the within instrument and acknow dg to me thatVinm1ent. a they executed the same in /i(i iher/their authorized capacity(fqqand that b i er/their signatuthe instrument the person( he entity upon behalf of which he perso cted, executed the r I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph is true and correct. A r DELLA J. SMITH `r # COMM. #2079649 m Notary Public -California 9 SAN BERNARDINO COUNTYA Comm. Ex . Se . 23, 2018 WITNESS my hand and official seal. Notary Public Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached DocurnerltTh -c ftW,%6yM 4VTc�pf� Title or Type of Document: 4' jb0bt'd2ckAcA (A44INMeA Document Date: Number of Pages: 1Q Signer(s) Other Than Named Above: Capacity(les) claimed by Signer(s) Si ner's Name: NZ Corporate Officer — Title(s): Ii"94li> Partner — ❑ Limited ❑ General }ty VA ,r ❑ Individual ❑ Attomey in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attomey in Fact ❑ Trustee ❑ Guardian or Conservator rl Other: Signer Is Representing: ,tSgsTK'EL'RTc4`SL54g;'4R:4TJFkl7C4a.TbRt��Gi�.' Rsi['4L'�65.�'�R.'i 4LZ�t9�T.4K 02014 National Notary Association • www.NationalNotary.org • 1 -800 -US NOTARY (1-800-876-6827) hem #5907