HomeMy Public PortalAbout12-1499ORDINANCE NO. 12-1499
AN ORDINANCE OF THE CITY OF CARSON, CALIFORNIA, APPROVING A
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CARSON AND CBS
OUTDOOR REMOVING AN EXISTING DOUBLE -SIDED STATIC OUTDOOR
ADVERTISING SIGN AND REPLACING IT WITH A 75—FOOT HIGH DIGITAL
OUTDOOR ADVERTISING SIGN LOCATED ALONG THE NORTHBOUND I-405
FREEWAY AND ALAMEDA STREET (APN 7316-024-824)
THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, HEREBY FINDS,
RESOLVES AND ORDERS AS FOLLOWS:
Section 1. An application for a development agreement (Agreement),
pursuant to Government Code Sections 65864 through 65869.5 and Resolution 90-050 of the city
of Carson, was duly filed by the applicant, CBS Outdoor, Inc., with respect to the real property
located at Alameda and northbound 405 Freeway (Site), as shown in Exhibit "A" attached
hereto. The applicant proposes a 75 -foot high outdoor advertising display (billboard) to be
placed at the southeast area of the subject property.
Section 2. The Planning Commission held a duly noticed public hearing to
obtain public comments on the Agreement on September 11, 2012 and October 9, 2012, at 6:30
P.M. at the City Hall Council Chambers, 701 East Carson Street, Carson, California. After
consideration of the evidence and testimony, the Planning Commission voted to recommend
approval of the Agreement by adopting Resolution No. 12-2447.
Section 3. The City Council held public hearings on the Agreement on
November 7, 2012 at 6:00 P.M. at the City Hall Council Chambers, 701 East Carson Street,
Carson, California. A notice of the time, place and purpose of the aforesaid meetings were duly
given.
Section 4. The City Council finds that the proposed project is categorically
exempted from the provisions of CEQA, pursuant to Section 15322 since the project has no
potential to cause a significant effect on the environment.
Section 5. Evidence, both written and oral, was duly presented to and
considered by the City Council at the aforesaid meeting.
Section 6. The City Council finds that:
a) The Development Agreement provides for a Site which is
located within an area suitable for the proposed use, and is in conformance the
General Plan and the Manufacturing, Light zoning district.
b) The Development Agreement provides for a public
convenience through significant monetary benefits which will contribute indirectly
to programs and services designed to provide for the health, safety and welfare of
the public, thereby exhibiting good land use practices.
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ORDINANCE NO. 12-1499
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C) The proposed Development Agreement will not be
detrimental to the public's health, safety and general welfare, nor will it adversely
affect the orderly development or property values for the subject property or areas
surrounding it.
d) The Development Agreement is in compliance with the
procedures established by City Council Resolution No. 90-050 as required by
Government Code, Section 65865(c).
e) The Development Agreement in Section 5 provides for an
annual review to ensure good faith compliance with the terms of the Agreement, as
required in Section 65865.1 of the Government Code.
f) The Development Agreement specifies the duration of the
agreement in Section 2.4, the Processing Fee in Section 2.5; the Development Fee
in Section 2.6 and 2.7 and the Community Benefits in Section 2.9.
g) The Development Agreement includes conditions, terms,
restrictions and requirements for development of the property in Section 3 and as
permitted in Section 65865.2 of the Government Code.
h) The Development Agreement contains provisions in
Section 4 for removal of the billboard upon the termination the Agreement.
i) The Development Agreement provides for amendment or
cancellation in whole or in part, by mutual consent of the parties to the agreement
or their successors in interest as required in Section 65868 of the Government
Code.
j) That the Development Agreement is in the best public
interest of the City and its residents and that this Agreement will achieve a number
of City objectives including utilizing the Billboard Site for a revenue -generating
use and removing City Oriented billboard(s).
Section 7. The Agreement provides for recovery of the city's costs and
complies with the Statue with respect to all fees and costs provided under the Agreement.
Section 8. The Development Agreement is in compliance with the procedures
established by City Council Resolution No. 90-050 and the City Council finds that the
Agreement:
a) Is consistent with the General Plan and any applicable
specific plan;
practices;
b) Is in conformity with public convenience and good land use
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C) Will not be detrimental to the hea nith, safety and general
welfare;
d) Will not adversely affect the orderly development of
property or the preservation of property values;
e) Is consistent with the provisions of Government Code
Sections 65864 through 65869.5.
Section 9. The Development Agreement is attached as Exhibit "B".
Section 10. Agreement is on file in the office of the Development Services
Department and is hereby incorporated herein by reference.
Section 11. Based on the aforementioned findings, the City Council approves
the Agreement and authorizes its execution and all action necessary to comply with its terms.
Section 12. The Ordinance No. 12-1499 is approved for introduction and first
reading on November 7, 2012 and adoption at the second hearing on November 20, 2012.
Section 13. The City Clerk shall certify to the adoption of this Ordinance and
shall transmit copies of the same to the applicant. The City Clerk shall publish the adopted
Ordinance pursuant to California Government Code 36933 within fifteen days of its adoption.
Section 14. The Ordinance shall become effective thirty (30) days after the
second reading approval date, or if a referendum petition is filed (a) and fails to qualify for an
election, the date the City Clerk certifies the disqualification of the referendum petition, or (b) if
an election is held regarding the ordinance approving this Agreement, the date the election
results are declared approving the Ordinance.
PASSED, APPROVED and ADOPTED this 201h day of November, 2012.
ATST:
City Clerk DoneJa L. Gause, CMC
APPROVED.,AS TO FORM
Y.
rty Atto
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Mayor Jim Dear
ORDINANCE NO. 12-1499
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STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES ) ss.
CITY OF CARSON )
I, Donesia L. Gause, City Clerk of the City of Carson, California, do hereby certify that
the whole number of members of the City Council of said City is five; that the foregoing
ordinance, being Ordinance No. 12-1499 passed first reading on November 7, 2012, was duly
and regularly adopted by the City Council of said City at a regular meeting of said Council,
held on the 20th day of November, 2012, and that the same was passed and adopted by the
following roll call vote:
AYES:
COUNCIL MEMBERS:
Dear, Ruiz-Raber, Santarina, Gipson and Davis -Holmes
NOES:
COUNCIL MEMBERS:
None
ABSTAIN:
COUNCIL MEMBERS:
None
ABSENT:
COUNCIL MEMBERS:
None
City Clerk Dongi4 L. Gause, CMC
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EXH 1 BIT A
LEGAL DESCRIPTION
Dominguez Colony for Description See Assessor Maps Portion of Lot 6 Block C
7316-024-824
Recording Requested by And
When Recorded Return to: EXHIBIT B
CITY OF CARSON
1 Civic Plaza Drive
Carson, CA 90745
Attn: Citv Clerk
ORDINANCE NO. 12-1499
Page 6 of 30
[Exempt From Recording Fee Per Gov. Code §6103]
DEVELOPMENT AGREEMENT NO 6-11
This Fievelopment AuTeement (hereinafter "ALLreement") is entered into this day
of 20112. (hereinafter the "Effective Date") by and between, the CITY OF CARSON
(hereinafter "City") and CES OUTDOOR INC., a Delaware corporation (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 to that certain portion of real property, located
adjacent to the north -bound lanes of the 405 Freeway, at the South Alameda Street overpass in
the City of Carson, Assessor Parcel Number 7316-024-824, as more specifically described in
Exhibit "A" and depicted at Exhibit "C", attached hereto and incorporated herein ("405 FVVY-
Alameda Site"), upon which it seeks to install a digital upgrade (2 new digital displays as
described in Exhibit "B") to existing lawfully permitted double -sided 14x48 foot static display
which is oriented toward the 405 Freeway ("New Digital Billboard").
C. Developer also has a leasehold interest in that certain portion of real property,
located adjacent to the 110 Freeway, at 21833 S Figueroa Street in the City of Carson, Assessor
Parcel Number 7343-020-074, as more specifically described in Exhibit "A" and depicted at
Exhibit "C", attached hereto and incorporated herein ("I10 "TY Site,, which 110 MATY Site is
improved with a single -display static billboard structure oriented toward the 110 Freeway
FAlY Billboard").
D. Developer also has leasehold interests to certain portions of real property, located
at 621 E. Carson Street, Assessor Parcel Number 7337-011-900, in the City of Carson, as such
parcels are more specifically described in Exhibit "A" and depicted at Exhibit "C", attached
hereto and incorporated herein ("City -Oriented Billboard Site"), which CiqOriented
Billboard Site is improved with two (2) static billboard structures having a total of three (3) static
displays oriented toward Cityrights-of-way ("City -Oriented Billboards")
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3.11.1 Developer shall be obligated to nay those fees, taxes or Citv assessments
and any increases in same which exist as the Effective Date or are included in the
Development Approvals;
3.11.'_' 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:
3.11 13) Developer shall be obligated tc pay all fees applicable to a permit
application as charged by City at the time such application is filed by Developer;
. i 1.4 Developer shall be obiigated w pay any fees imposed pursuant to anN
`)niform Code that existed wrier the appii -ation is filed by the 1)cveloner o; tha' exist,
when fne Developer applies for any Subsequent Development Approval.
3.12 Notwithstanding anything to the contrary, herein, if there is a change is such fees
to those charges 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.
4. REMOVAL" OF BILLBOARDS
4.1 Removal by Developer. CBS Outdoor has the right to negotiate an extension of
the Term as an amendment to this Agreement. If the extension of the Term is not granted by the
City the digital displays on the New Digital Billboard will be removed and both displays may be
converted back to static displays.
42 City's Right to Removal. 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. Should such a breach occur, City may only require removal of the New Digital
Billboard. Should such a breach occur, City may require Developer to remove the digital display
upon the New Digital Billboard and, at Developer's discretion, may either remove the structure
of the New Digital Billboard or convert the display to static displays, previously existing upon
the 405 FWY Billboard within ninety (90) days of City's notice to Developer of such breach.
5. REVIEW FOR COMPLIANCE.
5.1 Annual. Review. The City Council shall review this Agreement annually at city's
sole cost on or before the anniversary of the Term, to ascertain the good faith compliance by
Developer with the terms of the Agreement ("Annual Review"). However, no failure on the part
of City to conduct or complete an Annual Review as provided herein shall have any impact on
the validity of this Agreement. Developer shall cooperate with the City in the conduct of such
any Annual Review and provide the following information and documentation to the City at least
thirty (30) days before the anniversary of the Term: (1) description of all complaints from
Caltrans or the City regarding the New Digital Billboard, (2) description of all complaints from
the public regarding the display unrelated to any content of the message displayed, (3) any
updates to Developer's contact information related to complaints concerning the billboards. as
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required in the conditions at Exhibit E, Section 6 herein, (4) status and amount of all payment
obligations to the City required under this Agreement for the year in question and cumulatively
bcainning from the Commencement of the Project herein, '5' any easement or lease changes that
could in any way materially impact the City or the obligations under this Agreement, (6) any
utilitf- changes that could in any way materially impact the City or the obligations under this
Agreement, (7) any maintenance issues addressed or needing to be addressed per the
requirements of Exhibit E, and (8) whether any City messages per Section 2.7.1 have been
displayed during the preceding year of the Term and a description of the duration of such
displays.
5.2 Special Review. The City Council may, in its sole and absolute discretion, order
special r„view, of compliance with this Agreement at am time at City's sole cost ("Special
I:eview"'i. Deveioper shall cooperate with the City in tint conduct of such any Special Rev] --V'.
5.3 City Rights of Access. Subject to the City's execution of a permit to enter in
form reasonably acceptable to Owner, the City, its ofncers, employees, agents and contractors;
shall have the right, at their sole risk and expense, to enter the 405 FWY-Alameda Site, without
interfering with any railroad right -of --way, and 11.0 FWY Site at all reasonable times with as little
interference as possible for the purpose of conducting the review under this Section 5, inspection,
construction, reconstruction, relocation, maintenance, repair or service of any public
improvements or public facilities located on the Sites, or to perform any rights of the City under
Section 42 above. Any damage or injury to the Sites or to the improvements constructed
resulting i � .-� lbe„ro �,r reda to sole +eC-t
hereon r JLLlling ��om� such entry .-..all +, mptl, epai t h sol p r. of h City.
Notwithstanding the foregoing, or any other provision in this Agreement (including without
limitation Section 4.2 above), the City shall have no right whatsoever to enter the Site unless and
until the City executes and delivers to Owner a permit to enter in form reasonably acceptable to
Owner (except that this provision is not intended to interfere with the City's police powers to
address any nuisance, dangerous condition, or other condition pursuant to the City's ordinances).
Notwithstanding anything to the contrary herein, in no event will City representatives ever climb
up the pole of the sign during any inspection.
5.4 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 compiled in good faith 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 thirty (30) days to cure or remedy the non-compliance identified in
the Notice of Non -Compliance, or if such cure or remedy is not reasonably capable of beinv
cured or remedied within such thirty (30) 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 does not believe it is out of compliance and
contests the Notice, it shall do so by responding in writing to said Notice within thirty (30) days
after receipt of the Notice. If the response to the Notice of Non -Compliance has not been
received in the offices of the party alleging the non-compliance within the prescribed time
period. the Notice of Non -Compliance shall be conclusively presumed to be valid. If a Notice of
ORDINANCE NO. 12-1499
Page 9 of 30
Non -Compliance is contested, the parties shall, for a period of not less than fifteen (15) days
following receipt of the response, seek to arrive at a mutually acceptable resolution of the.
matter(s) occasioning the Notice, in the event that a cure or remedy is not timely effected or, if
the Notice is contested and the parties are not able to arrive at a mutually acceptable resolution of
the matter(s) by the end of the fifteen (15) day period, 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" as defined in, and subject to
the provisions of, Section 9.10.
SS Certificate of Agreement Compliance. If: at the conclusion of an Arima;
Review or a Special Review, Developer is found to be in compliance with this Agreement. Citi
shall. upon request by Developer, issue a Certificate of Agreement Compliance "'r;;ertincat:" i tc
Developer stating that after the most recent Annual Review or Special Review_ and based upor,
the information known or made known to the City Manager and City Council, that (1) this
Agreement remains in effect and (2) Developer is in compliance. The Certificate, whether issued
after an Annual Review or Special Review, shall be in recordable form and shall contain
information necessary to communicate constructive record notice of the finding of compliance.
Developer may record the Certificate with the County Recorder. Additionally, Developer may
at any time, request from the City a Certificate stating, in addition to the foregoing, which
obligations under this Agreement have been fully satisfied with respect to the Sites.
6. DEFAULT AND REMEDIES.
6.1 Termination of Agreement.
6.1.1 Termination of Agreement for Material Default o_f Deveioper. City, in its
discretion, may terminate this Agreement for any material failure of Developer to
perform any material duty or obligation of Developer hereunder or to comply in good
faith with the terms of this Agreement (hereinafter referred to as "default" or "breach");
provided, however, City may terminate this Agreement pursuant to this Section only after
following the procedure set forth in Section 5.4. In the event of a termination by City
under this Section 6.1.1, Developer acknowledges and agrees that City may retain all fees
accrued up to the date of the termination, includimgthe Processing Fee and the
Development Fee or Alternative Fee, as applicable, paid up to the date of termination,
and Developer shall pay the prorated amount of the Development Fee or Alternative Fee,
as applicable within sixty (60) days after the date of termination and removal of the Neve
Digital Billboard that equates to the percentage of time elapsed in the _year of the Term at
the time of termination.
6.1.2 Termination of Agreement for Material Default of Citti,. Developer, in its
discretion, may terminate this Agreement for any material failure of City to perform any
material duty or obligation of City hereunder or to comply in good faith with the term of
this Agreement; provided, however. Developermay terminate this Agreement pursuant to
this Section only after following the procedure set forth in Section 5.4. In addition_
Developer may terminate this Agreement i£ despite Developer's good faith efforts., it is
unable to secure the necessary permits and/or compliance with requirements under laws
necessan, to effectuate the Project. In the event of a termination by Developer under this
ORDINANCE NO. 12-1499
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Section 6.1.2, Developer acknowledges and agrees that City may retain all fees, including
the Processing Fee and the Development Fee or Alternative Fee, as applicable, paid up to
the date of termination, and Developer shall pay the prorated amount of the Development
Fee or Alternative Fee, as applicable within sixty (60) days after the date of termination
and removal of the New Digital Billboard that equates to the percentage of time elapsed
in the year of the Term at the time of termination.
6.1.) Rights and Duties Following Termination_ ipon the termination of this
Agreement, no party shall have any further right or obligation hereunder except with
respect to (i) any obligations to have been performed prior to said termination, (ii) anv
default in the performance of the provisions of this Agreement whlcl has occurred prior
10 said termination, (iii) Deveioper's obligation to remove the Nev Did tal Billboard
pursuant to Section 4.1 or iv; any continuing obiwaiions to indemnify other parties:.
7. INSURANCE, INDEMNIFICATION AND WAIVERS.
7.1 Insurance.
7.1.1 Types gflnsurance.
(a) Liabdity 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 fors, general liability insurance against
claims and 11abiiiiies covered by the indemnification provisions of section 7.2.
Developer has agreed to indemnify City hereunder to the extent of the liability
insurance coverage with respect to its use, occupancy, disuse or condition of the
Site, improvements or adjoining areas or ways, affected by such use of the Site or
for property damage, providing protection . of a least One Million Dollars
($1 000,000) for bodily injury or death to any one person, at least Two Million
Dollars 02,000,000) for any one accident or occurrence, and at least One Million
Dollars ($1,000.000) for property damage. Developer shall also furnish or cause
to be furnished to City evidence that any contractors with whom Developer has
contracted for the performance of any work for which Developer is responsible
maintains the same coverage required of Developer.
(b) Worker's Compensation. Developer shall also furnish or cause to
be furnished to 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 Polic17 Form, Suffilciench, Content and Insurer. All
insurance required by express provisions hereof shall be carried only by
responsible insurance companies qualified to do business by California with an
AM Best Rating of no less than "A". All such policies shall be non -assignable
and shall contain language, to the extent obtainable, to the effect that (i) the
insurer waives the right of subrogation against City and against City's agents and
ORDINANCE NO. 12-1499
Page 11 of 30
representatives except as provided in this Section, (ii) the policies are primary and
noncontributing with any insurancee that may be carried by Cite, but only with
respect to the liabilities assumed b_y Developer under this agreement; and (iii) the
policies cannot be canceled or materially changed except after written notice by
the insurer to City or City's designated representative as expeditiously as
insurance company agrees to provide notice. Developer shall furnish City with
certificates evidencing the insurance City shall be named as an additional insured
on all liability policies of insurance required to be procured by the terms of this
Agreement.
7.1.'? Faiiurc to Maintain Insurance aria' Proofof Lornpliance. Developer shah
deliver tir C Ity llt th.". manner rtaturer; f67 not] S c()p]es C)i :ert]nCat fi i)i all Insuranc,;
poilcies required of each policy within tht followin« time limits:
(1) For insurance required above, within seven (7 ) days after the
Effective Date or consistent with the requirements of Exhibit "D" (Schedule of
Performance), Item No. 8.
(2) The City can request to see updated _ copies of the current
certificates of all insurance policies required. The City reserves the right to obtain
copies of the entire insurance policy, including endorsements.
If Developer fails or refuses to procure or maintain insurance as required hereby
or fails or refuses to furnish City with required proof that the insurance has been procured
and is in force and paid for, after complying with the requirements of Section 5.4, the
City may view such failure or refusal shall be a default hereunder.
7.2 Indemnification.
7.2.1 General. Developer shall indemnify the City and Owner, and their
respective officers, employees, and agents against, and will hold and save them and each
of them harmless from, any and all actions, suits, claims, damages to persons or property,
losses, costs penalties, obligations, errors, omissions, or liabilities (herein "claims or
liabilities") that may be asserted or claimed by any person, firm, or entity arising out of
or in connection with the work, operations, or activities of Developer, its agents,
employees, subcontractors, or invitees, hereunder, upon the Site:
(a) Developer will defend any action or actions filed in connection
with any of said claims or liabilities covered by the indemnification provisions
herein and will pay all costs and expenses, including 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 aLyamst the
City or Owner or their respective officers', agents, or employees for any such
claims or liabilities arising out of or in connection with such work, operations, or
activities of the Developer hereunder. and Developer agrees to save and hold the
ORDINANCE NO. 12-1499
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City and Owner and their respective officers, agents, and employees harmless
therefrom.
Excention.,. The foregoing indemnity shall not include claims or liabilities
arisin<F from the sole negligence or willful misconduct of the City, its officers. agents, o,-
employees,
remployees, who are directly responsible for the CAN".
7.2.3 Additional Coverage. Without limiting the generality of the foregoin"
Developer's indemnity obligation shall include any liability arising by reason of:
!' 1 Any accident or other occurrence in or on the site causing iniun
to any persor, or property whatsoever caused b-,, Dovciopor
(2) Any failure of Developer to comply with performance of all of the
provisions of this Agreement;
(3) Any harm, delays, injuries or other damages incurred by any party
as a result of any subsurface conditions on the site caused solely by Developer,
including but not limited to, the presence of buried debris, hazardous materials,
hydrocarbons, or any form of soil contamination.
(a) Loss and Damage. Except as set forth below, City shall not be
liable for any damage to property of Developer, Owner or of others located on the
C'. r � I r r,-,
Cai�c, nor for nuc loss Oi Or uamage LCr any pZOperty of Leveloper, Owner or others
by tnefi 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 foregoing two (2) sentences shall not apply (i) to the extent City or its
agents, employees, subcontractors, invitees or representatives causes such injury
or damage when accessing the Site. or (ii) to the extent covered in any permit to
enter 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.
7.3 Waiver of Subrogation. Developer agrees that it shall not make any claim
against, or seek to recover from City or its agents, servants, or employees, for any loss or damage
to Developer or to any person or property relating to this Project, except as specifically provided
hereunder which include but is not limited to, a claim or liabilityarising from the sole negligence
or willful misconduct of the City, its officers, agents. or employees. who are directly responsible
for the City.
S. MORTGAGEE PROTECTION.
ORDINANCE NO. 12-1499
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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 financin<,
with respect to the Site. City acknowledges that the tenders providing such financing may
require certain Agreement interpretations and modifications and City agrees upon request, from
time to time, to meet with Developer or Owner and representatives of such lenders to negotiate
in good faith any such request for interpretation or modification. Subject to compliance with
applicable laws, City will not unreasonably withhold its consent to any such requested
interpretation or modification provided City determines such interpretation or modification is
consistent with the intent and purposes of this Agrreement. Any Mortgagee of the Site shahh,,
entified to the following rights and privileges:
(a) Neither eniering into this Agreement nor a breach of this
Agreement shall defeat, render invalid, diminish or impair the lien of an),
mortgage on the Development or 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
Development or 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.
iv) if City tiiTieiy receives a rcqu„s+ fi-vin a i'viii+tsagee
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 Development or
Site, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust.
or deed in lieu of such foreclosure, shall take the Development or 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 Development or Site acquired by such
Mortgagee by foreclosure, deed of trust, or deed in lieu of foreclosure. such
Mortgagee shall strictly comply with all of the terms, conditions and requirements
of this Agreement and the Development Approvals applicable to the Development
or Site or such part thereof so acquired b_y the Mortgagee.
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9. MISCEUf:A>E'OUS PROVISIONS
9.1 Recordation of Agreement. This Agreement shall be recorded with the Countv
Recorder by the City Clerk within 10 days of execution. as required by Government Code
Section 6868.5. Amendments approved by the parties. and any cancellation, shall be similarly
recorded.
92 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, understanding=s or ancillary covenants, undertakings
or agreements which are not contained or expressly referred to herein. No testimonv or evidence
of any such representations. understandings or covenants shall be admissibit, in any nroeeedinG'
Of ani- kind or nature to interpret or determine tht terms or conditions ofthis Agreement.
9. Severability. If any term, provision, covenant or condition of this Agreement
shall be determined invalid, void or unenforceable, then that term, provision, covenant or
condition of this Agreement shall be stricken and the remaining portion of this Agreement shall
remain valid and enforceable if that stricken term, provision, covenant or condition is not
material to the main purpose of this agreement, which is to allow the Development to be
permitted and operated and to provide the Development Fee to the City; otherwise, this
Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which
agreement shall not be unreasonably withheld.
9.4 interpretation and Governing Law. This Agreement and any dispute arising
hereunder shall be governed and interpreted in accordance with the laves of the State of
California. This Agreement shall be construed as a whole according to its fair language and
common meaning, to achieve the objectives and purposes of the parties hereto. The rule of
construction, to the effect that ambiguities are to be resolved against the drafting party or in favor
.of the non -drafting party, shall not be employed in interpreting this Agreement. all parties having
been represented by counsel in the negotiation and preparation hereof
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 asci --ns. No other
person shall have any right of action based upon any provision of this Asi-eement.
ORDINANCE NO. 12-1499
Page 15 of 30
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.. terrorisrn. riots
or similar hostilities, strikes and other labor difficulties beyond the party's control iinciudin 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 Citi shall return to developer any portion o' th,,
Doveiopment fee paid for anv neriod 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 effect 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 Agreennent small be Flied and LL edill LAXhe Superior rGult Gf the County 01
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 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 is legal, valid, binding, and enforceable. The parties to
this Agreement, and each of them, hereby covenant and agree that each of them will not
commence, maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding
against any other party to this Agreement, in law or in equity, which is based on an allegation, or
assert in any such action, that this Agreement or any term hereof is void, invalid, or
unenforceable.
10. 15 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 actino 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 hind is formed by this
4greement. The only relationship between City and Developer is that of a government entity
ORDINANCE NO. 12-1499
Page 16 of 30
regulating the Development of pnvate 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 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.
�)J 6 Furthe;- /.--tions and instruments. teach of the. parties, shall coomerate with an_c
provide reasonable assistance torthe other to the extent contemplated heeunder 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 Romain. 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
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 Manager upon approval by the City Attornej .
9.19 Corporate Authority. The persons) 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 parte- is bound.
920 Notices. All notices under this Agreement shall be effective when delivered b};
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 Carson
701 E. Carson Street
Carson, CA 90745
ORDINANCE NO. 12-1499
Page 17 of 30
Attn: City Manager
With Conv to: Aleshire &, Mivnder. LLI'
18881 Von Karman five.., #1706
Irvine, CA 122
Attn: William Wynder, Esc,,
To Developer: CBS Outdoor, inc.
Real Estate Manager
1731 Workman St
Los .Gmgele CA 9003;
M)S ;)utdoor. Inc
l�Y Counsel_ — David Pose
405 Lexington Avenue
New York. NY 10174
9.21 Nonliability of City Officials. No officer, official, member, employee, agent, 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, or representative.
9?2 No Brokers. City and Developer represent and warrant to the other that neither
has vaaiipioyed any broker and/or finder tV represent its Interest int�
its 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 or Owner's rights or remedies against Developer under the Lease.
fN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first set forth above.
Citi-: CITY OF CARSON
By
Mayor Jim Dear
ATTEST:
BN
City Cierl:
APPROVED AS TO FORM:
Ey
City Attorney
ORDINANCE NO. 12-1499
Page 18 of 30
Z)eveloper: CL'S OUTDOOR Inc.. a Delaware
comoration
Ex v:
By.
[end of sinnatures]
ORDINANCE NO. 12-1499
Page 19 of 30
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES
On , 2012, before me_
personally appeared personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized capacity, and that by her
signature on the instrument the person or the entity upon behalf of which the person acted,
executed the instrument.
Wimcs,. in hand and orricia seal.
Notary Public
[SEAL]
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES )
On .2012. before me,
personally appeared personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity, and that by
his/her signature on the instrument the person or the entity upon behalf of which the person
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[ SEAL]
ORDINANCE NO. 12-1499
Page 20 of 30
E. Southern Pacific Transportation Company owns the 405 MATY -Alameda Site, the
Carson Housina Authority owns the City -Oriented Billboard. Site, and Tom ishioka owns the 110
FWY Site (each referred to as "Owner" and, collectively, "Owners") have consented to the
application for this Development Agreement and Developer, as the lessee of the Sites. as such
term is defined below, has Legal and/or equitable interest in the Sites and thus qualities to enter
into this Agreement in accordance with Development Agreement Law.
F. In exchange for the approvals sought to convert the 405 -Alameda Billboard to a
New Digital Billboard, Developer has offered to:
1. Remove the City -Oriented Billboards and waive further rights to utilize
the Cita-Oriented Billboard Site for installation ar operation of any billboard and waive an,,
ciaim for compensation for the removal of such sigzzs:
2. Plant a minimum of one tree on the blank side facing residential use or —
place a backing on exposed side which can be painted a solid color or with artwork of the 110
Freeway Billboard with approval from the property owner;
3. Pay to the City an annual Development Fee or Alternative Fee. whichever
is greater, as defined and provided in Sections 2.6 and 2.7 below for the cost to the city to
mitigate the impact of the installation of the digital sign panels on the New Digital Billboard; and
4. Provide free of charge to City, on a space available basis, advertising
space within the City. and offer a 10% discount off of its applicable rate card or going rate fees
4i.o dc-rla�rc vn the Al e��l Dl(`Tiial�1111l1aTf1 to any 1117 C1 PCC that 11aC its nTI TI C�ip 1 place of
�.r u., t�r n_- r__ a_ plac_
business in Carson and is a member in good standing of the Carson Chamber of Commerce.
G. The 405 -Alameda Site is located within the City s Industrial and/or
Manufacturing Zone, designated by the General Plan as Industrial and is also located within the
405 Freeway Corridor as defined per Carson Municipal Code § 9146.7 Signs.
H. Developer and City agree that a development agreement should be approved and
adopted to memorialize the property expectations of City and Developer as more particularly
described herein.
1. On October 9, 2012, the Planning Commission of the City, at a duly noticed
hearing to consider the approval of this Agreement, adopted Resolution No. 12-2447
recommending approval of this Agreement to the City Council and find the Project. as defined
below, categorically exempt from the provisions of the California Environmental Quality Act
("CEQA") pursuant to Section 15332 regarding Urban In -Fill Development Projects.
J. On November 6, 2012 the City Council of the City, at a duly noticed hearing to
consider the approval of this Agreement.. considered the proposal_ heard testimony_ , and
introduced Ordinance No. 12-1499.
K. The City Council has found that this Agreement is in the best public interest o
the City and its residents, adopting this Agreement constitutes a present exercise of the City's
police power, and this Agreement is consistent with the City's General Plan. This Agreement
ORDINANCE NO. 12-1499
Page 21 of 30
and the proposed Project ("as hereinafter defined) will achieve a number of City objectives
including utilizing the 405 FWY-Alameda Site for a revenue -generating use, removing less -
desirable city -oriented billboards. Developerwill remove the digital displays if an extension of
this Agreement is not negotiated with City and if, not, the static billboard remains.
L. On 2012, the City Council 'held the second reading of Ordinance
No. 12-1499, thereby approving this Agreement.
M. City finds and determines that all actions required of Cine precedent to approval
of this Agreement by Ordinance No. 12-1499 of the City Council have been duly and regularly
taken.
COVES T 'S
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 EXHIBI'T'S.
1.1 Definitions. This Agreement uses a number of terms having specific meanings. as
defined below. These specially defined terms are distinguished by having the initial letter
capitalized, when used in the Agreement. In addition to the terms defined in the Recitals above,
the defined terms include the following:
1.1.1 "110 FWY Site Lease", means the lease agreement by and between
Developer and Tom lshioka, Owner of the 110 FWY Site.
1.1.2 "405 FMTY-Alameda Site Lease" means the lease agreement by and
between Developer and Southern Pacific Transportation Company, Owner of the 405
FVATY-Alameda Site.
1.1.3 "Agreement" means this Development Agreement and all attachments and
exhibits hereto.
1.1.4 "City" means the City of Carson, a California municipal corporation.
1.1.5 "City Council" means the City Council of the City.
1.1.6 "Developer" means CBS Outdoor inc, a Delaware Corp. duly existing and
operating, and its successors and assigns, doing business at 1731 Workman St. Los
Angeles, California 90031.
1. 1.7 "Development" means the installation of the New Digital Billboard on the
405-FV4'Y Alameda Site and the temporary installation of above -`-,round and thereafter
underLnounding of all utilities from Southern California Edison's electrical source to the
New Digital Billboard.
ORDINANCE NO. 12-1499
Page 22 of 30
1.1.8 "Development Approvals" means the approved Development, based on
the recommended approval by the Planning Commission on October 9. 2012, pursuant to
Resolution No. 12-2447 and approval of the City Council by Ordinance No. 12-1499 on
, 201?, as further described at Section 3.3 herein_.
1.1.9 "Effective Date" means the date inserted into the preamble of this
Agreement, which is 30 days following approval of this Agreement by ordinance of the
City Council., provided the Agreement is signed by the Developer and City.
1.1.10 "Final Permits" shall have the meaning set forth at Section 2.6.
1.1.11 "Land List Regulations" mean., all ordinanc,•e.:, resolutions. codes. rules,
regularions and official policies of City, inciuding. but not limited to., the �.�it�'`: �leneral
Pian, h/iunicipal Code and honing Code, which govern development and use of tine
Billboard Site, including, without limitation, the permitted use of land, the density or
intensity of use, subdivision requirements, the maximum height and size of the Billboard,
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 Billboard 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 California Department of
Transportation Outdoor Advertising Division, to the extent applicable.
"Mortgagee" means a mortgagee of a mortgage, a beneficiary under a
deed of trust or any other seeurit_y-device, a lender or each of their respective successors
and assigns.
1.1.13 "Project" means the removal of the City -Oriented Billboards, installation,
including installing any new and moving all existing utilities underground, (provided the
requirement to underground utilities is also imposed in the Development Agreement with
y other billboard operator, being approved concurrently or substantially at the same
tianme as this Agreement), operation and maintenance of the New Digital Billboard on the
405 FWY-Alameda Site, and installation of artwork on the blank side of at the 110 FWY
Billboard, collectively, all in accordance with the Development Approvals and this
Agreement, including the Scope of Development attached hereto as Exhibit `B",
Schedule of Performance attached hereto as Exhibit "D" and all conditions of approval
and consistent with the approval from the California Department of Transportation
Outdoor Advertising Division. Nothing herein shall place any requirement upon
Developer to provide or arrange for utilities for Clear Channel Outdoor and/or any other
billboard operator. Nevertheless, Developer shall cooperate with Clear Channel Outdoor
in securing utilities for its billboard and accommodate the shared use of utility facilities
for placement of both the temporary above -^round utilities in accordance with the plan at
Exhibit "F" hereto and permanent underground utilities per paragraphs 1 and 3 of Exhibit
«E„
ORDINANCE NO. 12-1499
Page 23 of 30
1.1.14 "Sites" refers collectively to the 405 FVTY-Alameda Site, 110 FW), Site.
Citi- Driented Billboard Site. as such sites are more specifically described on Exhibit "A,' -
and depicted at Exhibit "A -I" attached hereto and incorporated herein.
1.:.15 "Schedule of performance" means the Schedul; o;" Performanc; attacijecl
hereto as exhibit "D" and incorporated herein.
1.1.16 "Scope of Development" means the Scope of Development attached
I as Exhibit "E" and incorporated herein.
1.1.17 "Subsequent Land Use, Re« -elation:;" mean, an.v Land 1,�se Regulations
effecri .:. aft th 1 Effective Irate o tlra <^�r %emeni v✓beth adopted nnoT tr: cr alt", trre
ffectIve Date: oI thr. f, ocTrient whici 1�raven deveitrnmen` anti ase or trz E;illboarc"
Site...
1.1.18 "Term" shall have the meaning provided in Section 2.4, unless earlier
terminated as provided in this Agreement.
1.2 Exiiibits. The following documents are attached to, and by this reference made a
part of, this Agreement: Exhibit "A" (Legal Description of Sites), Exhibit "C" (Site Plan and
Elevations) and Exhibit "D" (Schedule of Performance) and Exhibit "E" (Developer's
Production Specification Sheet;.
'>. tsc�lC' XE a.T P7�L v i��'7
DRO ION&S.
..
2.1 Binding Effect of Agreement. From and following the Effective Date actions
by the City and Developer with respect to the Development of the 405 FWY-Alameda Site,
including actions by the City on applications for Subsequent Development Approvals affecting
the 405 FWY-Alameda 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 405 FWY-Alameda Site Lease, I10 FWT Site Lease, or any of Developers
obhErations thereunder; or to bind or restrict Owners of either the 405-FVT'-Alameda Site or 110
FWY Site with respect to its ownership or operation of their respective properties except as
expressly set forth herein with respect to the 405-FWY-Alameda Site or 110 MAITY Site,
respectively, or (ii) to impose any obligation whatsoever on Owners of either the 405-FVT -
Alameda Site or 110 FWY Site, including without limitation any obliaation with respect to the
405 -MATY -Alam eda Billboard, 110 FWY Billboard, the 405-FV7Y-A1ameda Site or 110 Fes '
Site, the Development or the Project, except as expressly set forth in this Agreement.
2.2 Interest in Sites. City and Developer acknowledge and agree that Developer has
a legal or eauitable interest in the Sites and thus is qualified to enter into and be a party to this
Agreement under the Development Agreement Law. Additionally, prior to the execution of this
Agreement, Developer has allowed the City to view a redacted copy of the Lease or Clear
Channel affidavit which demonstrates that Developer has a leasehold interest in the 405-F)A7I'-
Alameda Site and 110 FVI)' Site, which interest shall be maintained for the entire Term of this
A`Tr cement. If Developer's leasehold interest is prematurely terminated by Owner of the 1 l 0
FVC V Site, then Developer shall have no further obligations under Section 3? or Exhibit "E" of
this 4f7rcement relative to the maintenance of the artwork thereon. except as provided undo;
ORDINANCE NO. 12-1499
Page 24 of 30
Section 4.1. Additionally, if Developer's lease
interest is prematurely terminated by Owner
of the 405 FVFY-Alameda Site. then Deveioper shall have no further obligations under this
Agreement, except as provided under Section 4.1 .
No Assignment. Developer may assign car otherwise transf r this Agreement. or
its interest in the Billboard Sites or any part of its interest in the Billboard Sites. without ��itys
consent, to any other person, firm, or entity, purchasing all, or substantially all of Deveionerr.
assets in the greater Los Angeles market, provided the transfer is as a result of a sale o
Developer and/or its assets, including the rights granted under this Agreement, to another
publicly -traded company or an entity having a net worth of 7 en Million Doliars (S) 0.0O0.000) or
more prior to such assignment or at the time of execution of this Agreement. whirl; net worth is
subiec to verification by the Cit,. other nrorx :.eL a;si�mmcn1 shall bc suhicc` tc trt
approva' of the C ITy. which will not [tE unroasorrai)I\ withn--id, d",iaytc or conditioner.. L1n;
s:;curity posted by Developer niay he substituied -r)v the assi<_met or transferee. P tLzT- a r ansfer
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 assianed or
transferred. `
2.4 Term of Agreement. Unless earlier in as provided in this Agreement,
this Agreement shall continue in full force and effect until the earlier of twenty (20) years after
the date Developer receives Final Permits, as defined 'in Section 2.6 below, (ii) the expiration or
earlier termination of the 405 FWY-Alameda Site Lease per Section 6.1 that applies to the 405
FWY Alameda Site, or.(iii) the permanent removal f + Ai +-1 ,t; i ,,
r o ,he .. _it- disp�ays Constructeu pursuant to
p„_
the terms hereof, otherwise removal may he for repair Or replaCeTient,(IV) if one dikital face 2s
removed permanently and replaced with a static face the current agreement remains for the
second digital face. In such case, Developer shall completely remove the New Digital Billboard
within the times and as provided under Section 4.1 herein. 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.
If no extension of this Agreement is agreed to, then the digital displays come down but the static
display may remain. The term of this Agreement supersedes any amortization period that may
apply under the Carson Municipal Code as to any non -conformity as applied to the 110 Freeway
Billboard.
2.5 Processing Fee. Upon submission of its application for the approvals granted by
this Agreement, Developer has paid to City a processing ("Processing Fee") in the amount of
Seven Thousand Five Hundred Dollars ($7,500). The City shall retain and use the ProctssinLy
Fee, or any part thereof, for any public purpose within the City's discretion. The Processing Fee
shall be separate from all fees which are standard and uniformly applied to similar projects in the
City, including, but not limited to, business license fees (due by Developer to City annually), one
time plan check fee and building permit fee and any other fees imposed by the City as may he
applicable. Additionally, within 30 days of the City providing Developer with a final invoice of
legal fees incurred by City related to the negotiation and preparation of this Agreement,
Developer shall pay City any outstanding balance of such fees.
2.6 Deveiopment Fee. The potential impacts of the Development on the City and
surrounding community are difficult to identif. and calculate. Developer and Cin, agree that an
ORDINANCE NO. 12-1499
Page 25 of 30
annual development fee paid by Developer to '-A v would adequately mitigate all such potential
impacts. The parties therefore agree that Developer shall pay an annual development fee to Cit:'
of Sixth Thousand Doliars ($60,000.00 per year, increasedee by thrnerceni (3°o) every other
year ("Development Fee"), subject to ttic. obligatkni to pa" the Alternative ree her Section
beiov The Development Fee_ for ease of refcrenc� purpose", shall equal the foliowin�r amount
durinL, the Terris.
Year i
S60.000
Fear I1
369.556.45
Year 2
$60,000
Ycar 12
S69 556.45,
Year
S6I.8 O
ear I
371.643 14
ear a
56.800
,'ea- 4
71
�, ar
S6
�c
:; 4"',
Year 7
S65 563.6-`
Year I "
5176.006.20
Year 8
565,563.62
Year 18
876,006.20
Year 9
S67.530.53
Year 19
5;78,286.39
Year 10
$67,530.53
Year 20
878.286.39
The Development Fee shall be paid annually, with the first installment no later than one (1) year
after Developer receives final approval to construct the New Digital Billboard from the
applicable governmental authorities for any and all required permits to maintain and operate the
New Digital Billboard as contemplated under this Agreement ("Final Permits"). Developer shall
notify City within five (S) days of its receipt of all Final Permits for the purpose of determin�n�7
r
Lll`v date arlrlual pa.ymitnts of L11e Development FCC �^^^�--^ �-�1 71�^��
Development �O Altermati v e 1 ec per se '_c n r suali
commence. Nothing herein relieves the City from its contractual duty to issue all municipal
building permits that are associated with the Development of the New Digital Billboard if
Developer is in compliance with the terms of this Agreement.
2.7 Alternative Fee: For any year of the Term where the Alternative Fee, as defined
in this Section 2.7, exceeds the Development Fee described at Section 2.6 above, Developer shall
pay to City the Alternative Fee, which is defined as an amount equal to Sig: Percent (61i�O) of total
gross advertising revenue made from both digital displays of the New Digital Billboard during
the preceding year of the Term. Within ninety (90) days following the end of each vear of the
Term hereof, and ending within ninety (90) days of the termination of the Term, Developer shall
furnish to City a statement in writing, certified by Developer to be correct, showing the total
gross advertising revenues made from each sign face of the New Digital Billboard during the
preceding year of the Term attributable to each sign display of the Nein Digital Billboard to the
extent such Alternative Fee exceeds the Development Fee for that same preceding year. The
calculation of the Alternative Fee shall be based on the gross amount received on the advertising
sales.
2.8 Audit of Alternative Fee. With prior written notice of not less than tcn (10)
business days. City has the right to audit Developer's sign gross revenue related to this
Agreement, at Developer's office, on normal workdays between 5.00 a.m. and 4:00 p.m. once a
year. If the statement of total gross advertising revenue previously provided to Cite shall be.
found to be inaccurate for prior years of the Term, then and in that event, there shall he an
adjustment and one party shall pay to the other on demand such sums as may be necessary to
ORDINANCE NO. 12-1499
Page 26 of 30
settle in full the accurate amount of said percentages rental that should have been paid to City f67 -
the period or periods covered by such inaccurate statement or statements. If said audit disclose,-,
an underpayment of greater than three percent (3� �,1 with respeci to the. amount of total gross;
advertising revenue reported by Developer for the penal or periods of said repori. then the
1eveloper shall immediately pay to City thee cost of such audit; otherwise, tri:; cast of such audr
shallot paid by Citv. Pius ten percent (101/'0) interest on the amount underpaid, but the
application of the said interest rs limited to three (, year, before tine rip. an�� underpavment
should 'nave ibeen paid to the City.
?.0 Communi", Benefits. Developer
shall also nrovlde the follovnnL, community
in,encn*s danm� the entire Term of this Agreement
Usc,. of Static Siun" �aeverope shall als(,
prcu,,,oe
_M, on a space avaliabie basis, adverti im, space within tr1C 1LS . 1L�, Will ti`:'
responsible for printing cost and install/takedown costs. subject to review and approval of
suggested copy from City by Developer.
2.9 .2 Discount Advertising. -Developer shall offer a ten percent (10%)
discount off of its applicable rate card fees for. the display of advertising on the New
Digital Billboard to any business that has its principal place of business in Carson and is a
member in good standing of the Carson Chamber of Commerce.
2.10 prohibited Use. Develop-?- shall not utilize any of the displays on the Billboard
to advertise tobacco, marijuana, hashish, "gentlerr_�en's clubs," adult entertainment businesses,
sexually oriented materials or use sexually oriented images or language, or as may be prohibited
by any City ordinance existing as of the Effective Date of this Agreement or as maybe amended
or implemented from time -to -time after the Effective Date and equally -applicable to all billboard
displays by any dully and valid city ordinance.
3. DEVELOPMENT AND IMPLEMENTATI®N OF THE PROJECT.
1.1 Fights to Develop 405 MAY -Alameda Site. Subject to and during the Term of
this Agreement, Developer shall have the right to develop the 405 FVTY-Alameda Site in
accordance with, and to the -extent of. the Development Approvals, the Land Use Regulations.
and this Agreement, provided that nothing in this Agreement shall be deemed to modify or
amend the 405 FV IY-Alameda Site Lease.
3 ? installation of Artwork at 110 h'MIY Site. Developer shall have artwork as
approved by the City's Planning Department applied to the backing having the form and
specifications set forth in the Development Approval, and complete such installation within the
times set forth in the Schedule of Performance, attached hereto as Exhibit "D." Developer shall.,
at all times during the berm artwork in good condition and replace such artwork if it becomes
damaged or otherwise in need of replacement within the times and in the manner described in the
Scope of Development, attached hereto as Exhibit "B".
Demolition of City -Oriented Billboards. Developer shall secure all demolition
Hermits and approvals and comm -rice the demolition and complete removal of the City-Gnented
Billboards_ including, but not limited to, the two (2) structures and total of three ) static
ORDINANCE NO. 12-1499
Page 27 of 30
displays and any other structure or facility erected or maintained as part of or in relation to the
such billboards and complete such demolition and removal, within the times set forth in the
Schedule of Performance. attached hereto as Exhibit "D.- Following the removal of such
I illboards. Developer shall. as reasonably as possible. restore therlented Site to a good
condition that reasonably matches the surrounding landscape. Dovoloper and the. resptmv-,�
Owners of the City -Oriented Billboard Site,. including the City as Successor Agency to the
arson Redevelopment Agency as owner of the property locawdat 621 Carson , Carson hereby
waive any further rights to utilize the City -Oriented Billboard Site, respectively, for instaliation
or operation of any billboard and waive any claim for compensation or damagesfor the removal
of tine billboards and related appurtenances thereon and agrreement to giveup any further rivhts
to utilize the Billboard Site. respectively, for the installation or operation of ani.
hlllboarc: cllsnlayl', II"; the tutor::. ,ucl; waive',, an(_' r leas,o, ani, ::lain.' 110` 'X)MDen aU0T; !3'
aamares include-. out 1- not llmited CO. loSi reVenuts. relC3,'atl0ri t,,ait rist'- severance dama«e .
loss of business noodwill, costs, interest, attorneys' fees, and any claim whatsoever of the
respective Owners which might arise out of or relate to any respect to the requirements of this
Section 3.3 or this Ao-reement.
3.4 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 405 FWY-Alameda Site and 110 FWY Site, the density and intensity of use
of the such Sites, the maximum height and size of proposed structures, and the design., and
improvement and construction standards and specifications applicable to Development of the
405 FVTY-Alameda Site shall be as set forth in the Land use Reguiations, as such term is defined
in Jectlon 1.11.11, which are in full orct aiiu el ct ct Qs of IIe Eff ectivc Date. 0r this ngieciiient.
subject to the terms of this Agreement.
35 Deveiopment Approvais. Developer shall, at its own expense and before
commencement of demolition, construction or development of any structures or other wort: of
improvement upon the Sites, secure or cause to be secured all necessary Development
Approvals, which shall include any and all permits and approvals which may be required by Citv
or any other governmental agency or utility affected by such construction, development or wort:
to be performed by Developer pursuant to the Scope of Development, including but not limited
to, necessary building permits and all approvals required under the California Environmental
duality Act ("CEQA"). Not by way of limiting the foregoing, in developing and constructing the
Project, Developer shall comply with all (1) applicable development standards in City's
Municipal Code, (2) applicable NPDES requirements pertaining to the Project, (3) all applicable
building 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 Cit -yin connection with the Development which are
standard and uniformly -applied to similar projects in the City. Nothin(= contained in this
Agreement shall be deemed to impose any obligation on Owner with respect to the Development
Approvals or the Project.
3.6 Timing of Deveiopment: Scope. of Deveiopment. Developer shall comme
enc.
the Project within the time set forth in the Schedule of Performance,. attached hereto as Exhibit
"D." "Commencement" of the Project is defined herein as commencement of constructior or
improvements under the building permit for thet construction of the 1,�eu, Digital Billboard on the
ORDINANCE NO. 12-1499
Page 28 of 30
405 ,WY -Alameda Site as soon as possible following Developer's receipt of Development
Approvals. in the event that Developer fails to meet the schedule for Commencement of th
Project, and after compliance with Section 5.4, either, party hereto may terminate this Acreemeni
by ctciivering written notice to the other party., and, in tine event of such termination, neither nart
shall have any further obligation hereunder. HOweyer. if circumstances within the scop. of
Section 9.10 delay the commencement or completion of the Proiect, it would notconstitute
grounds for any termination rights found within this Development Agreement. In such case. the
timeline to commence or complete the relevant task shall be extended in the manner set forth at
Section 9.10. Notwithstanding, the above,.Dcveloper shall. at all times, comply with all oth
obligations set forth in this Agreement regardir_si the construction or improvement of Nev,
%ii!_-Thal Billboard on the 40 F WY -Alameda. Site. Developer shall also maintair the )N.;v, Lei«ital
Billboard at ail times durin�� the `herrn ut accordanc<- with the maintenan�� ore v!sion,. - r<.�T 1�
�.ec ion the Scor: of f) -veld ment. atta.:;hed a� T =- r . v
p v ?.t1ib, " „ 17er 1I,
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 "B") which sets forth a. description of the Project and the Schedule of
Performance ( Exhibit "D"1.
3.7 Changes and Amendments. Developer may determine that chances to the
Development Approvals are appropriate and desirable. in the event Developer makes such a
determination, Developer may apply in writing for an amendment to the Development Approvals
to effectuate such change(s); provided that the City may request written consent from Owner if
the modification is deemed material. The Parties acknowledce that City shall be permitted to use
its inherent land use authority in deciding whether to approve or deny any such amendment
request; provided. however, that in exercising the foregoing reasonable discretion, the City shall
not apply a standard different than that used in evaluating requests of other developers.
Accordingly, under no circumstance shall City be obligated in any manner to approve any
amendment to the Development Approvals. The City Manage, shall be authorized to approve
any non-substantivee amendment to the Development Approvais without processing an
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 1Vianager, in his 01 -
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 ttml of
this Agreement to incorporate newer technology; provided Developer shall secure all applicable
ministerial permits to do so and such upgrade is consistent with the dimensions and standards for
the displays. as provided under this Agreement, Land Use Regulations and Subsequent and Use
Regulations
U Reser-vation of Authorin'.
3.8.1 Limitations, Resefwanons and Exceptions. Notwithstandinc any other
provision of this Agreement, the following Subsequent Land Use Regulations shall app));
to the Development of the 405 FWY-Alameda Site-
ORDINANCE NO. 12-1499
Page 29 of 30
(a) Processing fees and charges of evert kind and natureimposed by City to
-ov
or the estimated actual costs to CirN cf processing applications for Subsequent
Development Approvals.
(b; Procedural rew'tations consistent with tills Agreemen- relatinL, t(, hearing
bodies, petitions, applications, notices, findings. rc,_ords.. hearing, reports,
recommendations. appeals and any other matter of procedure. NotwithstandinL: th:.
foregoing, if such change materially changes Developer's costs or otherwise materialiv
impacts its performance hereunder. Develorzer may terminate this AEreement upon nin.-OI
(90 � days prior written notice.
I Change; a.dopt�cl by th,- Int —',anonLo onier n �. f�uilozl���';�IrY :al , csT
othoi- slml,di hodN, as pari w th( then nl()s- , u en �� rS]On�� 7f th:. �Jl1lIorn"i 1iuiid i! ,
Code, Uniform Fire Code. reniform Piurnbinl_ Code, Uniforn'Mechanical ;ode. or
National Electrical Code, as adopted by City as Subsequent Land Use Regulations, i�-
adopted prior to the issuance of a building permit for development of the New Digital
Billboard on the 405 FVVY-Alameda Site. 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.
(d) Regulations that are not in conflict with the Development Approvals or
this Asreement.
(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 Development of the. 405 FVV -Alameda Site.
(f) Applicable Federal, State, County, and multi -jurisdictional laws and
regulations which City is required to enforce as against the 405 FW Y -Alameda Site or
the Development of the 405 FWY-Alameda Site and that do not have an exception for
existing signs or legal nonconforming uses.
3.E.2 Future Discretion of Cirl,. 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.
3.8.3 Modification or Suspension by Federal, State, Count:. or Multi-
durisdictional Law% in the event that applicable federal, State., County, or multi -
jurisdictional laws or regulations, enacted after the Effective Date of this AL7=tnent.,
prevent or preclude compliance with one or more of the provisions of this Agreement,
and there is no exception for the Iegal nonconforming use, such provisions of this
Agreement shall be modified or suspended as may be necessan, to comply with such
federal. State, County, or multi jurisdictional laws or regulations, and this Agreement
shall remain in full force and effect to the extent it is not inconsistent with such laws or
regulations and to the extent such laws or regulations do not render such remaimmi
provision impractical to enforce. Notwithstanding the foregoing, if such change
ORDINANCE NO. 12-1499
Page 30 of 30
materially changes Developer's costs or otherwise materially impacts its performance
hereunder, Developer may terminate this _A�-Ureement upon ninety (90 i days prior written
nOIICe.
.C) Regulatiou by Other Public Ac-encies. 1, is acknow edged b�,� the parties than
other public agencies not subject to control by City_ may possess authority to regulaie aspects of
tnt Development of the 405 FWY-Alameda SiTtl as contemplated herein, and this A"'-eemcm
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, laves and regulations applicable to the D10tal
Billboard and 405 FW�'-Alameda Site that do not have an exception fora legal nonconformin�:'
U .e Tc the extent sucl, other nubii: agcncic, pi -e ciud: deveiopmtni o- rrainter,anc: o' ti:e
!�ro�.::a and that do not have ar exctn"oi; iOr r. legal nonconforminL us' > )evt1oper shaI,, no: be
iurthcr obligated under this Agreemen extent as provided ir. Section 4.i. Ivotwithstandin the
foregoing if such action by another pubiic agency materially changes Developer's costs or
otherwise materially impacts its performance hereunder., Developer may terminate this
Agreement upon ninety (90) days prior written notice
3.10 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 pubiic
infrastructure ("Exactions") at such time as City, shall determine subject to the followin
conditions.
3.10.1 The payment or construction must be to alleviate an impact caused by the
Project or be of benefit to the Project; and
3.10.2 The timing of frit Exaction should be reasonably related to the
development of the Project and said public improvements shall be phased to be
commensurate with the Logi: al progression of the Project development as well as the
reasonable needs of the public.
3.10.3 It being understood, however, that if the there is a material increase in cost
to Developer or such action by City otherwise materially impacts developer's its
performance hereunder, Developer may terminate this Agreement upon ninety (90) days
prior written notice
3.1 I 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 Development Agreement and/or the Development Approvals.
However, this Development Agreement shall not prohibit the application of fees, taxes or
assessments upon the 405 FW Alameda Site only and not the New Digital Billboard or
Developer directly as follows:
City of Carson
Report to Mayor and City Council
November 7, 2012
Special Orders of the Day
SUBJECT: PUBLIC HEARING TO CONSIDER ORDINANCE NO. 12-1499 APPROVING A
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CARSON AND CBS
OUTDOOR TO REMOVE AN EXISTING DOUBLE -SIDED STATIC OUTDOOR
ADVERTISING SIGN AND REPLACE IT WITH A 75 -FOOT HIGH DIGITAL
OUTDOOR ADVERTISING SIGN LOCATED ALONG THE NORTHBOUND I-405
FREEWWAYy_A.NmPn ALAMEDA STREET (APN 7316-024-824)
Su miffed y ifford . Graves Approved by David C. Biggs
Director of Community Development City Manager
I. SUMMARY
On October 9, 2012, at a noticed Public Hearing, the Planning Commission considered
and recommended approval of Development Agreement (DA) No. 6-11 (Exhibit Nos. 1,
2 and 3). This is a Development Agreement between the City of Carson and CBS
Outdoor (CBSO) to remove an existing double -sided static outdoor advertising sign
(billboard) and replace it with a 75—foot high digital outdoor advertising sign (digital
billboard). Exhibit No. 4 is a copy of the draft Ordinance No. 12-1499
II. RECOMMENDATION
TAKE the following actions:
1. OPEN the Public Hearing, TAKE public testimony, and CLOSE the Public Hearing.
2. WAIVE further reading and INTRODUCE Ordinance No. 12-1499, "AN
ORDINANCE OF THE CITY OF CARSON, CALIFORNIA, APPROVING A
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CARSON AND CBS
OUTDOOR REMOVING AN EXISTING DOUBLE -SIDED STATIC OUTDOOR
ADVERTISING SIGN AND REPLACING IT WITH A 75—FOOT HIGH DIGITAL
OUTDOOR ADVERTISING SIGN LOCATED ALONG THE NORTHBOUND I-
405 FREEWAY AND ALAMEDA STREET (APN 7316-024-824)."
III. ALTERNATIVES
1. DENY the request.
2. MODIFY the terms of the Development Agreement and REFER back to the Planning
Commission with specific direction.
3. TAKE another action the City Council deems appropriate.
IV. BACKGROUND
Staff has been concurrently processing the development agreements for CBSO and Clear
Channel Outdoor (CCO). Bulletin Displays is the only other company to obtain a DA for
a digital outdoor advertising sign. References to the three DAs will be made throughout
the staff report.
City of Carson Report to Mayor and City Council
November 7, 2012
The proposed CBSO digital billboard, located along the I-405 northbound and Alameda
Street, is seventy-five feet high (approximately 42 feet above freeway grade), and has
two sign faces at 48 feet by 14 feet each (Exhibit No. 4). The proposed digital billboard
is essentially the same size and height as the static displays that it is replacing. In fact, all
freeway -oriented digital billboards have consistent maximum height and size as these
standards are strictly regulated by Caltrans.
The proposed CCO digital billboard will be located along Alameda Street and the I-405
southbound. The two digital billboards are the first visible billboards in Carson traveling
northbound on the I-405 Freeway from Long Beach.
Analysis
What is a Development Agreement?
State law allows cities to enter into DAs with private parties. The DA is a legal, binding
contract between a city and any person having a legal or equitable interest in the property.
The agreement must clearly outline conditions, terms, restrictions and requirements.
Once a DA is approved by the City Council, the rules of development for that project
cannot change even if the zoning code or other development codes are changed.
Deal Points
The most important parts of DAs are the financial and non-financial deal points that are
agreed upon between the City and the applicant. There are no established rules or
policies when negotiating these deal points as each proposal is unique and should be
considered on its own merits. This DA includes four basic deal points including the term
or length of the DA, the fees the developer has to pay to the City, community wide
benefits, and urban design enhancements. The following provides a brief discussion of
each of these deal points:
Term
The term of the CBSO DA is for 20 years which is comparable to Bulletin Displays and
CCO. The term dictates the length of time that Carson and CBSO are obligated to the
deal points in the agreement. Both parties can agree to extend the term of this DA or
negotiate a new DA after its expiration (Exhibit No. 4).
Fees
CBSO is obligated to pay the City at least the base Development Fee annually for the
duration of the term of the agreement. However, CBSO will pay the Alternative Fee if
such fee exceeds the annual Development Fee:
• Development Fee: $60,000.00 per year with a 3% increase every other year; or
• Alternative Fee: 6% of the gross advertising revenue per year
CBSO total for 20 years: Minimum $1,375.666.00 and projected to be approximately
$2,128,134.00 with the payment of the Alternative Fee based upon a percentage of the
actual revenue to CBSO.
2
City of Carson Report to Mayor and City Council
November 7, 2012
Comparatively, the following summarizes the fees approved for Bulletin Displays and the
proposed fees for the CCO DA:
Bulletin Displays
Total for 20 years: $500,000.00 guaranteed and projected to be approximately
$2,000,000.00 total based on revenue projections discussed with Bulletin Displays.
Clear Channel Outdoor
Total for 20 years: $2,233,302.00
The CCO DA provides a fixed annual payment to the City; however, the CBSO and
Bulletin Display, DAs do not provide a specific guaranteed amount.
Community Benefits
All three DAs have somewhat similar language regarding community benefits:
• The City's use of the static billboards free of charge during the term of the DA, for
displays aimed at promoting the City, facilities and/or programs, for charitable or
civic advertising and determined by the Developer on a space -availability basis.
However, The CCO DA provides for the City's use of the digital billboards.
• Discount advertising of ten percent (10%) off applicable rates for the display of
advertising on the digital billboard to any business that has its principal place of
business in Carson and is a member in good standing with the Carson Chamber of
Commerce.
Prohibited Displays
All three DAs have similar language regarding not advertising tobacco, marijuana,
hashish, "gentlemen's clubs," adult entertainment businesses, sexually oriented materials,
or use sexually oriented images or language.
Urban Design Enhancements
Bulletin Displays DA did not include urban design enhancement provisions since they do
not control any other signs within the City. CCO proposes to remove three existing City -
oriented billboard structures. CBSO proposes the following:
1. To remove two billboard structures with a total of three (3) faces at the former
Redevelopment Agency -owned site at Carson Street west of Avalon Boulevard.
Address: North side Carson Street and west of Avalon Boulevard
APN: 7337-011-900
2. To provide artistic treatment to mitigate the visual impact of the back side of one
existing billboard (I-110 freeway site).
Address: 21833 Figueroa Street
APN: 7343-020-074
3
City of Carson Report to Mayor and City Council
November 7, 2012
Undergrounding Utilities
Initially the overhead utilities lines will be realigned to the perimeter of the site. The
electrical lines servicing the CBSO location originate from 223rd Street and traverse the
Successor Agency property located at 223rd Street and the railroad properties until
reaching the CBSO location on the other side of the freeway. However, once a
development is proposed for the site owned by the Successor Agency, the utilities will be
placed underground so the overhead lines will not detract from the aesthetics of the
development.
Conclusion
The proposed DA permits CBSO to construct, use and collect associated revenues from
the new digital outdoor advertising sign for twenty years. The DA also provides the City
a steady stream of revenue. Another benefit to the City and its residents is the removal of
two City -oriented billboards that are considered legal, nonconforming. These billboards
are viewed from City surface streets and contribute to visual blight. The removal of the
three billboards and enhancement of a remaining billboard are very valuable when
considering that this maybe the only chance for the City to remove billboards as a means
of improving the urban landscape.
V. FISCAL IMPACT
The proposed project will generate a minimum $1,375.666.00 and projected to be
approximately $2,128,134.00 total based on revenue projections discussed with CBSO
over the 20 -year term of the DA.
VI. EXHIBITS
1. Disposition October 9, 2012, Planning Commission. (pg. 6-8)
2. Staff Report October 9, 2012, Planning Commission. (pgs. 9-20)
3. Resolution October 9, 2012, Planning Commission. (pgs. 21-27)
4. Draft Ordinance No. 12-1499. (pgs. 28-85)
Prepared by: Saied Naaseh, Associate Planner
TO:Re09-04-1012
Reviewed bv:
City Clerk
City Treasurer
Administrative Services
Public Works
Community Development
Community Services
e
City of Carson Report to Mayor and City Council
November 7, 2012
Action taken by City Council
Date Action
5
if
2
3.
DISPOSITION
CITY OF CARSON
REGULAR MEETING OF THE PLANNING COMMISSION
CITY COUNCIL CHAMBERS, CARSON CITY HALL
701 East Carson Street, Second Floor
Carson, CA 90745
October 9, 2012 — 6;30 P.M.
CALL TO ORDER Chairman Faletogo called the
meeting to order at 6:43 P.M.
PLEDGE OF ALLEGIANCE Commissioner Gordon led the Salute
to the Flag.
ROLL CALL Planning Commissioners Present:
Brimmer, Faletogo, Goolsby,
Gordon, Schaefer, Saenz, Verrett
Planning Commissioners Absent:
Diaz, Williams
Planning Staff Present: Planning
Officer Repp, Senior Planner Signo,
Assistant City Attorney Soltani,
Assistant City Attorney Galante,
Associate Planner Naaseh, Associate
Planner Song, Planning Contractor
Ketz, Recording Secretary Bothe
4. AGENDA POSTING Recording Secretary Bothe indicated
CERTIFICATION that all posting requirements had
been met.
5.
AGENDA APPROVAL Without objection, Chairman Faletogo
ordered Item Nos. 10B and 10C to be
taken as the first order of business
(absent Commissioners Diaz,
Williams)
INSTRUCTIONS Chairman Faletogo requested that all
TO WITNESSES persons wishing to provide testimony
stand for the oath, complete the
general information card at the
podium, and submit it to the secretary
for recordation.
7. SWEARING OF WITNESSES Assistant City Attorney Sunny Soltani
8. ORAL COMMUNICATIONS For items NOT on the agenda.
Speakers are limited to three
minutes. None
s;.
EXX H11 WF Nu.6 f
October 9, 2012
9. CONSENT CALENDAR
10. CONTINUED PUBLIC HEARING
PLANNING COMMISSION DISPOSITION
C) Development Agreement No. 5-11 between Clear Channel Outdoor,
Inc., and the City of Carson
Applicant: Clear Channel Outdoor, Inc.
Attn: Layne Lawson
19320 Harborgate Way
Torrance, CA 90501
Request: To consider a Development Agreement between
the City of Carson and Clear Channel Outdoor to
remove an existing double -sided static outdoor
advertising sign (billboard) and replace it with an
80—foot high digital outdoor advertising sign
(digital billboard) located along the southbound 1-
405 at Alameda
Property Involved: Southbound 1-405 at Alameda Street
(APN 7315-012-817)
sn Staff Recommendation: Approve
Planning Commission Decision:
Commissioner Gordon moved, seconded by Commissioner Schaefer, to concur
with staff recommendation, thus adopting Resolution No. 12-2448. Motion
carried, 7-0 (absent Commissioners Diaz, Williams).
11. PUBLIC HEARING
12. NEW BUSINESS DISCUSSION None
13. WRITTEN COMMUNICATIONS None
14. MANAGER'S REPORT
15. COMMISSIONERS' REPORTS
16. ADJOURNMENT
None
At 10:56 P.M., the meeting was formally adjourned to Tuesday, October 23, 2012, 6:30
P.M., City Council Chambers.
October 9, 2012
PLANNING COMMISSION DISPOSITION
Upcoming Meetings For further information, call (310) 952-1761.
Planning Commission Agenda and Reports
October 23, 2012 available at
November 13, 2012 http://ci.carson.ca.us/content/department/eco
November 27, 2012 dev service/planning agenda.asp
December 11, 2012
°N° CITY OF CARSON
04 o
` PLANNING COMMISSION STAFF REPORT
E@ 1 .,' ,, i, ?A' October 9, 2012
SUBJECT: Development Agreement No. 6-11 between CBS
Outdoor, Inc., and the City of Carson
APPLICANT: CBS Outdoor, Inc.
Andy Goodman
1731 Workman Street
Los Angeles, CA 90031
REQUEST: To consider a Development Agreement between
the City of Carson and CBS Outdoor to remove an
existing double -sided static outdoor advertising
sign (billboard) and replace it with a 75 -foot -high
digital outdoor advertising sign (digital billboard)
located along the northbound 1-405 at Alameda
(APN 7316-024-824)
PROPERTY INVOLVED: Northbound 1-405 Freeway at Alameda Street
Chairman Faletogo moved, seconded by Commissioner Gordon, to concur with
staff recommendation, thus adopting Resolution No. 12-2447. Motion carried, 7-
0 (absent Commissioners Diaz, Williams).
AYE
NO
AYE
NO
X
Chairman Faletogo
X
Gordon
X
Vice -Chair Verrett
X
Saenz
X
Brimmer
X
Schaefer
Absent
Diaz
Absent
Williams
X
Goolsby
Introduction
The applicant, CBS Outdoor, Inc. (CBS), is proposing to enter into a Development
Agreement (DA) with the City of Carson to remove an existing double -sided static
outdoor advertising sign (billboard) and replace it with an 75 -foot -high digital outdoor
advertising sign (digital billboard) located along the northbound 1-405 at Alameda
(APN 7316-024-824).
Background
On November 4, 2009, the City Council approved Resolution No. 09-1434 amending
Section 9141.1 and Section 9146.7 of the Carson Municipal Code establishing an 1-
405 Freeway Corridor District for digital billboards and permitting them through
approval of a DA.
On March 16, 2010, the City Council approved a DA with Bulletin Displays, LLC to
permit the construction of the first digital billboard in Carson at 19401 S. Main Street
adjacent to the north side of the 1-405 Freeway. Staff has been concurrently
processing the DAs for CBS and Clear Channel Outdoor (CCO). Therefore
references to the three agreements will be made throughout the staff report.
The proposed billboard, located at 1-405 northbound at Alameda Street, is seventy-
five (75) feet high (approximately 42 feet above freeway grade), and has two sign
faces at 48 feet by 14 feet each (672 square feet for each sign). The proposed
billboard is essentially the same size and height as the static displays that it is
replacing. In fact, all freeway. oriented billboards have consistent height and size as
these standards are strictly regulated by Caltrans.
The CCO billboard is located at Alameda Street along 1-405 southbound. The two
billboards are the first billboards in Carson as traveling 1-405 northbound making
these billboards prominent and visible.
Analysis
What is a Development Agreement?
State Law allows cities to enter into DAs with private parties. The DA is a legal,
binding contract between a city and any person having a legal or equitable interest in
the property. The agreement must clearly outline conditions, terms, restrictions and
requirements. Once a DA is approved by the City Council, the rules of development
for that project cannot change even if the zoning code or other development codes
are changed.
Deal Points
The most important part of DAs are the financial and non-financial deal points that are
agreed upon between the city and the applicant. There are no established rules or
policies when negotiating these deal points as each proposal is unique and should be
judged on its own merits. This DA includes four basic deal points including the term
or length of the Agreement, the fees the developer has to pay to the city, community
Planning Commission Staff Report
Development Agreement With CBS Outdoor
October 9, 2012
Page 2 of 6
wide benefits, and urban design enhancements. The following provides a brief
discussion of each of these deal points:
Term
The term of the Agreement is for 20 years which is comparable to Bulletin
Displays and CCO. The term dictates the length of time that both parties are
obligated to the deal points in the agreement. Both parties can agree to
extend the term of this agreement or negotiate a new agreement after its
expiration.
Fees
CBS is obligated to pay the city at least the Development Fee annually for the
duration of the term of the agreement. However, they have to pay the larger of
two fees for each year:
• Development Fee: $60,000 per year with a 3% increase every other year;
or
• Alternative Fee: 6% of the gross advertising revenue per year
CBS total for 20 years: Minimum $1,375.666.00, however, the amount of
alternative fee cannot be determined at this time.
Comparatively the following summarizes the fees approved for Bulletin
Displays and the proposed fees for the CCO:
Bulletin Displays
Similar to CBS, Bulletin Displays pays a two-tiered system:
• Annual Development Fee: $100,000 for the first year and $50,000/year for
years 2 through 9; or
• Percentage Fee: Developer owes the greater of the Annual Development
Fee or 25% of gross advertising revenue (excluding land lease, advertising
agency or brokerage commissions and any applicable taxes). If the
cumulative Percentage Fee paid for years 1-10 (total) is less than
$100,000 per digital face (i.e., $200,000 for 2 digital faces), a payment for
this difference is due at year 10.
Bulletin Displays total for 20 years: $500,000.00 guaranteed, and projected
to be approximately $2,000,000.00 total based on revenue projections
discussed with Bulletin displays.
Clear Channel Outdoor
Unlike CBS and Bulletin Displays, CCO pays a flat fee as follows:
Year 1: $50,000
Planning Commission Staff Report
Development Agreement With CBS Outdoor
October 9, 2012
Page 3 of 6
Year 2: $60,000
Year 3: $80,000
Year 4: $100,000
Year 5: $100,000
Years 6-20: $100,000 plus 2.25%/year increase
CCO total for 20 years: $2,233,302.00
The CCO DA provides a fixed annual payment to the city; however, the CBS
and Bulletin Display DAs do not provide a specific guaranteed amount. It is
difficult to project the exact revenues that the city will be collecting for these
two billboards.
Communitv Benefits
All three DAs have somewhat similar language regarding community benefits:
• City's use of the static billboards free of charge during the term of the
Agreement, for displays aimed at promoting the City, facilities and/or
programs, for charitable or civic advertising and determined by Developer
on a space availability basis. However, The CCO DA provides for city's
use of the digital billboards.
• Discount advertising of ten percent (10%) off applicable rates for the
display of advertising on the digital billboard to any business that has its
principal place of business in Carson and is a member in good standing
with the Carson Chamber of Commerce.
Prohibited Displays
All three DAs have similar language regarding not advertising tobacco,
marijuana, hashish, "gentlemen's clubs", adult entertainment businesses,
sexually oriented materials, or use sexually oriented images or language.
Urban Desiqn Enhancements
Bulletin Displays DA did not include urban design enhancement provisions
since it was a new sign. CCO proposes to remove three existing city -oriented
billboard structures. CBS proposes to remove 2 billboard structures with a
total of three (3) faces at the former Redevelopment Agency -owned site at
Carson Street west of Avalon Boulevard. In addition, CBS proposes to
provide artistic painting to mitigate the visual impact of the back side of one
existing billboard (1-110 Freeway site).
Undergrounding Utilities
Initially the overhead utilities lines will be realigned to the perimeter of the site.
However, once a development is proposed for the site owned by the
Planning Commission Staff Report
Development Agreement With CBS Outdoor
October 9, 2012
Page 4 of 6
IV
V.
Successor Agency, the utilities will be placed underground so the overhead
lines do not detract from the aesthetics of the development.
The proposed DAs permit the construction of the new digital billboards for the
operators and their associated revenues for twenty years. Similarly, the DAs could
also provide the city a steady stream of revenue. However, another benefit to the
city and its residents is the potential for removal of the city -oriented billboards.
These are the billboards that are mainly viewed from city surface streets. The
removal of city -oriented billboards could be very valuable when considering that this
maybe the only chance for the city to remove these billboards and improve the urban
landscape of the city. Therefore, the DAs are an opportunity for the city to take
actions that are in city's best interests. The Commission may choose to recommend
removal of additional billboards instead of requiring payment of fees by the
operators.
Environmental Review
Also to be considered in conjunction with the subject matter pursuant to the
California Environmental Quality Act Guidelines will be an exemption pursuant to
Section 15061(b)(3) since the project has no potential to cause a significant effect on
the environment.
Recommendation
That the Planning Commission:
• RECOMMEND APPROVAL of Development Agreement No. 06-11 to the City
Council; and
WAIVE further reading and ADOPT Resolution No. , entitled, "A
RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF CARSON
RECOMMENDING TO THE CITY COUNCIL APPROVAL OF ORDINANCE NO.
12- : DEVELOPMENT AGREEMENT NO. 06-11 BETWEEN THE CITY OF
CARSON AND CBS OUTDOOR, INC. FOR THE CONVERSION OF TWO
STATIC ADVERTISING DISPLAY FACES TO DIGITAL ELECTRONIC DISPLAY
FACES ON AN EXISTING OUTDOOR ADVERTISING DISPLAY LOCATED AT
ALAMEDA AND NORTHBOUND 1-405"
VI. Exhibits
1. Draft Resolution
2. Exhibits
Prepared by:----�
Saied Naaseh, Associate nner
Planning Commission Staff Report
Development Agreement With CBS Outdoor
October 9, 2012
Page 5 of 6
Reviewed by:
John F. sibno, AICP, Senior Planner
Approved by: 0.2
Sheri Repp-Loadgman, Planning Officer
Planning Commission Staff Report
Development Agreement With CBS Outdoor
October 9, 2012
Page 6 of 6
CITY OF CARSON
PLANNING COMMISSION
RESOLUTION NO. 12-
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF
CARSON RECOMMENDING TO THE CITY COUNCIL APPROVAL OF
ORDINANCE NO. 12- : DEVELOPMENT AGREEMENT NO. 06-11
BETWEEN THE CITY OF CARSON AND CBS OUTDOOR INC. FOR
THE CONVERSION OF TWO STATIC ADVERTISING DISPLAY FACES
TO DIGITAL ELECTRONIC DISPLAY FACES ON AN EXISTING
OUTDOOR ADVERTISING DISPLAY LOCATED AT ALAMEDA AND
NORTHBOUND 1-405
THE PLANNING COMMISSION OF THE CITY OF CARSON HEREBY FINDS, RESOLVES
AND ORDERS AS FOLLOWS:
Section 1. An application was duly filed by the applicant, CBS Outdoor, Inc., with respect to
the real property located at Alameda Street and northbound 1-405 Freeway. The applicant requests
approval of a Development Agreement for a 75 -foot -high outdoor advertising display ("billboard") to
be placed at the southeast area of the subject property.
On November 4, 2009, the City Council approved Resolution No. 09-1434 amending Section 9141.1
and Section 9146.7 of the Carson Municipal Code establishing an 1-405 Freeway Corridor District and
Development Agreement requirement for new billboards.
Section 2. A duly noticed public hearing was held on October 9, 2012 at 6:30 P.M., in the
City Hall Council Chambers, 701 East Carson Street, Carson, California. A notice of the time, place
and purpose of the aforesaid meeting was duly given.
Section 3. Evidence, both written and oral, was duly presented to and considered by the
Planning Commission at the aforesaid meeting.
Section 4. The Planning Commission finds that:
a) The Development Agreement provides for a Site which is located within an area suitable
for the proposed use, and is in conformance the General Plan and the Manufacturing,
Light zoning district.
b) The Development Agreement provides for a public convenience through significant
monetary benefits which will contribute indirectly to programs and services designed to
provide for the health, safety and welfare of the public, thereby exhibiting good land use
practices.
c) The proposed Development Agreement will not be detrimental to the public's health,
safety and general welfare, nor will it adversely affect the orderly development or
property values for the subject property or areas surrounding it.
d)
DA6-11_CBS/
The Development Agreement is in compliance with the procedures established by City
Council Resolution No. 90-050 as required by Government Code, Section 65865(c).
If
1.
�5
e) The Development Agreement in Section 5 provides for an annual review to ensure good
faith compliance with the terms of the Agreement, as required in Section 65865.1 of the
Government Code.
f) The Development Agreement specifies the duration of the agreement in Section 2.4, the
Processing Fee in Section 2.5; the Development Fee in Section 2.6 and 2.7 and the
Community Benefits in Section 2.9.
g) The Development Agreement includes conditions, terms, restrictions and requirements
for development of the property in Section 3 and as permitted in Section 65865.2 of the
Government Code.
h) The Development Agreement contains provisions in Section 4 for removal of the
billboard upon the termination the Agreement.
i) The Development Agreement provides for amendment or cancellation in whole or in
part, by mutual consent of the parties to the agreement or their successors in interest as
required in Section 65868 of the Government Code.
j) That the Development Agreement is in the best public interest of the City and its
residents and that this Agreement will achieve a number of City objectives including
utilizing the Billboard Site for a revenue -generating use and removing City -oriented
billboard(s).
Section 5. The Planning Commission further finds that the proposed project is exempt from
the provisions of CEQA, pursuant to Section 15061(b)(3) since the project has no potential to cause a
significant effect on the environment.
Section 6. Based on all evidence presented at the meeting and the aforementioned findings,
the Planning Commission hereby recommends that the City Council approve the Development
Agreement, prepared pursuant to Article 2.5 of the Government Code and as shown in Exhibit "A".
Section 7. The Secretary shall certify to the adoption of the Resolution and shall transmit
copies of the same to the applicant.
PASSED, APPROVED AND ADOPTED THIS 9th DAY OF OCTOBER 9, 2012.
PLANNING COMMISSION CHAIR
ATTEST:
SECRETARY
2
01018/0111/43195.02
ORDINANCE NO. 12 -
AN ORDINANCE OF THE CITY OF CARSON,
CALIFORNIA, APPROVING A DEVELOPMENT
AGREEMENT BETWEEN CBS OUTDOOR, INC. AND
THE CITY OF CARSON FOR THE CONVERSION OF
TWO STATIC ADVERTISING DISPLAY FACES TO
DIGITAL ELECTRONIC DISPLAY FACES ON AN
EXISTING OUTDOOR ADVERTISING DISPLAY LOCATED
AT ALAMEDA AND NORTHBOUND 1-405 FREEWAY
THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA,
HEREBY FINDS, RESOLVES AND ORDERS AS FOLLOWS:
Section 1. An application for a development agreement
(Agreement), pursuant to Government Code Sections 65864 through
65869.5 and Resolution 90-050 of the city of Carson, was duly filed by the
applicant, CBS Outdoor, Inc., with respect to the real property located at
Alameda and northbound 405 Freeway (Site), as shown in Exhibit "A"
attached hereto. The applicant proposes a 75 -foot high outdoor
advertising display (billboard) to be placed at the southeast area of the
subject property.
Section 2. The Planning Commission held a duly noticed
public hearing to obtain public comments on the Agreement on September
11, 2012 and October 9, 2012, at 6:30 P.M. at the City Hall Council
Chambers, 701 East Carson Street, Carson, California. After
consideration of the evidence and testimony, the Planning Commission
voted to recommend approval of the Agreement.
Section 3. The City Council held public hearings on the
Agreement on , 2012 at 6:00 P.M. at the City Hall
Council Chambers, 701 East Carson Street, Carson, California. A notice
of the time, place and purpose of the aforesaid meetings were duly given.
Section 4. The City Council finds that the proposed
project is categorically exempted from the provisions of CEQA, pursuant
to Section 15322 since the project has no potential to cause a significant
effect on the environment.
[MORE]
DA5-11 CBS Exhibit A Ordinance
Ordinance No. 12 -
Page 2 of 5
Section 5. Evidence, both written and oral, was duly
presented to and considered by the City Council at the aforesaid meeting.
01018/0111/43195.02
Section 6. The City Council finds that:
a) The Development Agreement provides for a Site which is
located within an area suitable for the proposed use, and is in
conformance the General Plan and the Manufacturing, Light zoning
district.
b) The Development Agreement, provides for a public
convenience through significant monetary benefits which will
contribute indirectly to programs and services designed to provide
for the health, safety and welfare of the public, thereby exhibiting
good land use practices.
C) The proposed Development Agreement will not be
detrimental to the public's health, safety and general welfare, nor will
it adversely affect the orderly development or property values for the
subject property or areas surrounding it.
d) The Development Agreement is in compliance with the
procedures established by City Council Resolution No. 90-050 as
required by Government Code, Section 65865(c).
e) The Development Agreement in Section 5 provides for an
annual review to ensure good faith compliance with the terms of the
Agreement, as required in Section 65865.1 of the Government
Code.
f) The Development Agreement specifies the duration of the
agreement in Section 2.4, the Processing Fee in Section 2.5; the
Development Fee in Section 2.6 and 2.7 and the Community
Benefits in Section 2.9.
g) The Development Agreement includes conditions, terms,
restrictions and requirements for development of the property in
Section 3 and as permitted in Section 65865.2 of the Government
Code.
h) The Development Agreement contains provisions in Section
4 for removal of the billboard upon the termination the Agreement.
i) The Development Agreement provides for amendment or
cancellation in whole or in part, by mutual consent of the parties to
the agreement or their successors in interest as required in Section
65868 of the Government Code.
[MORE]
Ordinance No. 12 -
Page 3 of 5
j) That the Development Agreement is in the best public
interest of the City and its residents and that this Agreement will
achieve a number of City objectives including utilizing the Billboard
Site for a revenue -generating use and removing City Oriented
billboard(s).
Section 7. The Agreement provides for recovery of the
city's costs and complies with the Statue with respect to all fees and costs
provided under the Agreement.
Section 8. The Development Agreement is in compliance
with the procedures established by City Council Resolution No. 90-050
and the City Council finds that the Agreement:
a) Is consistent with the General Plan and any
applicable specific plan;
b) Is in conformity with public convenience and good
land use practices;
C) Will not be detrimental to the health, safety and
general welfare;
d) Will not adversely affect the orderly development of
property or the preservation of property values;
e) Is consistent with the provisions of Government Code
Sections 65864 through 65869.5.
Section 9. The Development Agreement is attached as
Exhibit "B".
Section 10. Agreement is on file in the office of the
Development Services Department and is hereby incorporated herein by
reference.
Section 11. Based on the aforementioned findings, the City
Council approves the Agreement and authorizes its execution and all
action necessary to comply with its terms.
Section 12. The Ordinance No. 12- is approved for
introduction and first reading on , 2012 and adoption at the
second hearing on , 2012.
Section 13. The City Clerk shall certify to the adoption of
this Ordinance and shall transmit copies of the same to the applicant. The
City Clerk shall publish the adopted Ordinance pursuant to California
Government Code 36933 within fifteen days of its adoption.
01018/0111/43195.02
[MORE]
Ordinance No. 12 -
Page 4 of 5
Section 14. The Ordinance shall become effective thirty
(30) days after the second reading approval date, or if a referendum
petition is filed (a) and fails to qualify for an election, the date the City Clerk
certifies the disqualification of the referendum petition, or (b) if an election
is held regarding the ordinance approving this Agreement, the date the
election results are declared approving the Ordinance.
PASSED, APPROVED and ADOPTED this th day of
2012.
ATTEST:
Donesia Gause, City Clerk
City of Carson, California
APPROVED AS TO FORM
City Attorney
01018/0111/43195.02
[MORE]
Mayor Jim Dear
CITY OF CARSON
PLANNING COMMISSION
RESOLUTION NO. 12-2447
A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF
CARSON RECOMMENDING TO THE CITY COUNCIL APPROVAL OF
ORDINANCE NO. 12- : DEVELOPMENT AGREEMENT NO. 06-11
BETWEEN THE CITY OF CARSON AND CBS OUTDOOR INC. FOR
THE CONVERSION OF TWO STATIC ADVERTISING DISPLAY FACES
TO DIGITAL ELECTRONIC DISPLAY FACES ON AN EXISTING
OUTDOOR ADVERTISING DISPLAY LOCATED AT ALAMEDA AND
NORTHBOUND 1405
THE PLANNING COMMISSION OF THE CITY OF CARSON HEREBY FINDS, RESOLVES
AND ORDERS AS FOLLOWS:
Section 1. An application was duly filed by the applicant, CBS Outdoor, Inc., with respect to
the real property located at Alameda Street and northbound 1-405 Freeway. The applicant requests
approval of a Development Agreement for a 75 -foot -high outdoor advertising display ("billboard") to
be placed at the southeast area of the subject property.
On November 4, 2009, the City Council approved Resolution_ No. 09-1434 amending Section 9141.1
and Section 9146.7 of the Carson Municipal Code establishing an 1-405 Freeway Corridor District and
Development Agreement requirement for new billboards.
Section 2. A duly noticed public hearing was held on October 9, 2012 at 6:30 P.M., in the
City Hall Council Chambers, 701 East Carson Street, Carson, California. A notice of the time, place
and purpose of the aforesaid meeting was duly given.
Section 3. Evidence, both written and oral, was duly presented to and considered by the
Planning Commission at the aforesaid meeting.
Section 4. The Planning Commission finds that:
a) The Development Agreement provides for a Site which is located within an area suitable
for the proposed use, and is in conformance the General Plan and the Manufacturing,
Light zoning district.
b) The Development Agreement provides for a public convenience through significant
monetary benefits which will contribute indirectly to programs and services designed to
provide for the health, safety and welfare of the public, thereby exhibiting good land use
practices.
c) The proposed Development Agreement will not be detrimental to the public's health,
safety and general welfare, nor will it adversely affect the orderly development or
property values for the subject property or areas surrounding it.
d) The Development Agreement is in compliance with the procedures established by City
Council Resolution No. 90-050 as required by Government Code, Section 65865(c).
nna_1 1 (RC A-/ Az
EXHIBIT NU.0 3
e) The Development Agreement in Section 5 provides for an annual review to ensure good
faith compliance with the terms of the Agreement, as required in Section 65865.1 of the
Government Code.
f) The Development Agreement specifies the duration of the agreement in Section 2.4, the
Processing Fee in Section 2.5; the Development Fee in Section 2.6 and 2.7 and the
Community Benefits in Section 2.9.
g) The Development Agreement includes conditions, terms, restrictions and requirements
for development of the property in Section 3 and as permitted in Section 65865.2 of the
Government Code.
h) The Development Agreement contains provisions in Section 4 for removal of the
billboard upon the termination the Agreement.
i) The Development Agreement provides for amendment or cancellation in whole or in
part, by mutual consent of the parties to the agreement or their successors in interest as
required in Section 65868 of the Government Code.
j) That the Development Agreement is in the best public interest of the City and its
residents and that this Agreement will achieve a number of City objectives including
utilizing the Billboard Site for a revenue -generating use and removing City -oriented
billboard(s).
Section 5. The Planning Commission further finds that the proposed project is exempt from
the provisions of CEQA, pursuant to Section 15061(b)(3) since the project has no potential to cause a
significant effect on the environment.
Section 6. Based on all evidence presented at the meeting and the aforementioned findings,
the Planning Commission hereby recommends that the City Council approve the Development
Agreement, prepared pursuant to Article 2.5 of the Government Code and as shown in Exhibit "A".
Section 7. The Secretary shall certify to the adoption of the Resolution and shall transmit
copies of the same to the applicant.
PASSED, APPROVED AND ADOPTED THIS 9th DAY OF OCTOBER 9, 2012.
PLANNING COMMISSION CHAIR
ATTEST:
.__...........
r
SECRETARY
2
!11l11Rlh111 Agiar, (19
ORDINANCE NO. 12 -
AN ORDINANCE OF THE CITY OF CARSON,
CALIFORNIA, APPROVING A DEVELOPMENT
AGREEMENT BETWEEN CBS OUTDOOR, INC. AND
THE CITY OF CARSON FOR THE CONVERSION OF
TWO STATIC ADVERTISING DISPLAY FACES TO
DIGITAL ELECTRONIC DISPLAY FACES ON AN
EXISTING OUTDOOR ADVERTISING DISPLAY LOCATED
AT ALAMEDA AND NORTHBOUND 1-405 FREEWAY
THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA,
HEREBY FINDS, RESOLVES AND ORDERS AS FOLLOWS:
Section 1. An application for a development agreement
(Agreement), pursuant to Government Code Sections 65864 through
65869.5 and Resolution 90-050 of the city of Carson, was duly filed by the
applicant, CBS Outdoor, Inc., with respect to the real property located at
Alameda and northbound 405 Freeway (Site), as shown in Exhibit "A"
attached hereto. The applicant proposes a 75 -foot high outdoor
advertising display (billboard) to be placed at the southeast area of the
subject property.
Section 2. The Planning Commission held a duly noticed
public hearing to obtain public comments on the Agreement on September
11, 2012 and October 9, 2012, at 6:30 P.M. at the City Hall Council
Chambers, 701 East Carson Street, Carson, California. After
consideration of the evidence and testimony, the Planning Commission
voted to recommend approval of the Agreement.
Section 3. The City Council held public hearings on the
Agreement on , 2012 at 6:00 P.M. at the City Hall
Council Chambers, 701 East Carson Street, Carson, California. A notice
of the time, place and purpose of the aforesaid meetings were duly given.
Section 4. The City Council finds that the proposed
project is categorically exempted from the provisions of CEQA, pursuant
to Section 15322 since the project has no potential to cause a significant
effect on the environment.
DA5-11 _CBS Exhibit A Ordinance.doc
[MORE]
A
Ordinance No. 12 -
Page 2 of 5
Section 5. Evidence, both written and oral, was duly
presented to and considered by the City Council at the aforesaid meeting.
Section 6. The City Council finds that:
a) The Development Agreement provides for a Site which is
located within an area suitable for the proposed use, and is in
conformance the General Plan and the Manufacturing, Light zoning
district.
b) The Development Agreement provides for a public
convenience through significant monetary benefits which will
contribute indirectly to programs and services designed to provide
for the health, safety and welfare of the public, thereby exhibiting
good land use practices.
C) The proposed Development Agreement will not be
detrimental to the public's health, safety and general welfare, nor will
it adversely affect the orderly development or property values for the
subject property or areas surrounding it.
d) The Development Agreement is in compliance with the
procedures established by City Council Resolution No. 90-050 as
required by Government Code, Section 65865(c).
e) The Development Agreement in Section 5 provides for an
annual review to ensure good faith compliance with the terms of the
Agreement, as required in Section 65865.1 of the Government
Code.
f) The Development Agreement specifies the duration of the
agreement in Section 2.4, the Processing Fee in Section 2.5; the
Development Fee in Section 2.6 and 2.7 and the Community
Benefits in Section 2.9.
g) The Development Agreement includes conditions, terms,
restrictions and requirements for development of the property in
Section 3 and as permitted in Section 65865.2 of the Government
Code.
h) The Development Agreement contains provisions in Section
4 for removal of the billboard upon the termination the Agreement.
i) The Development Agreement provides for amendment or
cancellation in whole or in part, by mutual consent of the parties to
the agreement or their successors in interest as required in Section
65868 of the Government Code.
[MORE]
01018/0111/43195.02
Ordinance No. 12 -
Page 3 of 5
j) That the Development Agreement is in the best public
interest of the City and its residents and that this Agreement will
achieve a number of City objectives including utilizing the Billboard
Site for a revenue -generating use and removing City Oriented
billboard(s).
Section 7. The. Agreement provides for recovery of the
city's costs and complies with the Statue with respect to all fees and costs
provided under the Agreement.
Section 8. The Development Agreement is in compliance
with the procedures established by City Council Resolution No. 90-050
and the City Council finds that the Agreement:
a) Is consistent with the General Plan and any
applicable specific plan;
b) is in conformity with public convenience and good
land use practices;
C) Will not be detrimental to the health, safety and
general welfare;
d) Will not adversely affect the orderly development of
property or the preservation of property values;
e) Is consistent with the provisions of Government Code
Sections 65864 through 65869.5.
Section 9. The Development Agreement is attached as
Exhibit "B".
Section 10. Agreement is on file in the office of the
Development Services Department and is hereby incorporated herein by
reference.
Section 11. Based on the aforementioned findings, the City
Council approves the Agreement and authorizes its execution and all
action necessary to comply with its terms.
Section 12. The Ordinance No. 12- is approved for
introduction and first reading on , 2012 and adoption at the
second hearing on , 2012.
Section 13. The City Clerk shall certify to the adoption of
this Ordinance and shall transmit copies of the same to the applicant. The
City Clerk shall publish the adopted Ordinance pursuant to California
Government Code 36933 within fifteen days of its adoption.
01018/0111/43195.02 [MORE)
r
Ordinance No. 12 -
Page 4 of 5
Section 14. The Ordinance shall become effective thirty
(30) days after the second reading approval date, or if a referendum
petition is filed (a) and fails to qualify for an election, the date the City Clerk
certifies the disqualification of the referendum petition, or (b) if an election
is held regarding the ordinance approving this Agreement, the date the
election results are declared approving the Ordinance.
PASSED, APPROVED and ADOPTED this
2012.
ATTEST:
Donesia Gause, City Clerk
City of Carson, California
APPROVED AS TO FORM
City Attorney
01018/0111/43195.02
[MORE]
th day of ,
Mayor Jim Dear
01018/0111/43195.02
EXHIBIT A
LEGAL DESCRIPTION OF SITE
[MORE]
Ordinance No. 12 -
Page 5 of 5
11
ORDINANCE NO. 12-1499
AN ORDINANCE OF THE CITY OF CARSON, CALIFORNIA, APPROVING A
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF CARSON AND CBS
OUTDOOR REMOVING AN EXISTING DOUBLE -SIDED STATIC OUTDOOR
ADVERTISING SIGN AND REPLACING IT WITH A 75—FOOT HIGH DIGITAL
OUTDOOR ADVERTISING SIGN LOCATED ALONG THE NORTHBOUND I-405
FREEWAY AND ALAMEDA STREET (APN 7316-024-824)
THE CITY COUNCIL OF THE CITY OF CARSON, CALIFORNIA, HEREBY FINDS,
RESOLVES AND ORDERS AS FOLLOWS:
Section 1. An application for a development agreement (Agreement),
pursuant to Government Code Sections 65864 through 65869.5 and Resolution 90-050 of the city
of Carson, was duly filed by the applicant, CBS Outdoor, Inc., with respect to the real property
located at Alameda and northbound 405 Freeway (Site), as shown in Exhibit "A" attached
hereto. The applicant proposes a 75 -foot high outdoor advertising display (billboard) to be
placed at the southeast area of the subject property.
Section 2. The Planning Commission held a duly noticed public hearing to
obtain public comments on the Agreement on September 11, 2012 and October 9, 2012, at 6:30
P.M. at the City Hall Council Chambers, 701 East Carson Street, Carson, California. After
consideration of the evidence and testimony, the Planning Commission voted to recommend
approval of the Agreement by adopting Resolution No. 12-2447.
Section 3. The City Council held public hearings on the Agreement on
November 7, 2012 at 6:00 P.M. at the City Hall Council Chambers, 701 East Carson Street,
Carson, California. A notice of the time, place and purpose of the aforesaid meetings were duly
given.
Section 4. The City Council finds that the proposed project is categorically
exempted from the provisions of CEQA, pursuant to Section 15322 since the project has no
potential to cause a significant effect on the environment.
Section 5. Evidence, both written and oral, was duly presented to and
considered by the City Council at the aforesaid meeting.
Section 6. The City Council finds that:
a) The Development Agreement provides for a Site which is
located within an area suitable for the proposed use, and is in conformance the
General Plan and the Manufacturing, Light zoning district.
b) The Development Agreement provides for a public
convenience through significant monetary benefits which will contribute indirectly
to programs and services designed to provide for the health, safety and welfare of
the public, thereby exhibiting good land use practices.
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EXHIBIT IT .*A �
C) Will not be detrimental to the health, safety and general
welfare;
d) Will not adversely affect the orderly development of
property or the preservation of property values;
e) Is consistent with the provisions of Government Code
Sections 65864 through 65869.5.
Section 9. The Development Agreement is attached as Exhibit `B".
Section 10. Agreement is on file in the office of the Development Services
Department and is hereby incorporated herein by reference.
Section 11. Based on the aforementioned findings, the City Council approves
the Agreement and authorizes its execution and all action necessary to comply with its terms.
Section 12. The Ordinance No. 12-1499 is approved for introduction and first
reading on November 7, 2012 and adoption at the second hearing on November 20, 2012.
Section 13. The City Clerk shall certify to the adoption of this Ordinance and
shall transmit copies of the same to the applicant. The City Clerk shall publish the adopted
Ordinance pursuant to California Government Code 36933 within fifteen days of its adoption.
Section 14. The Ordinance shall become effective thirty (30) days after the
second reading approval date, or if a referendum petition is filed (a) and fails to qualify for an
election, the date the City Clerk certifies the disqualification of the referendum petition, or (b) if
an election is held regarding the ordinance approving this Agreement, the date the election
results are declared approving the Ordinance.
PASSED, APPROVED and ADOPTED this day of November, 2012.
ATTEST:
City Clerk Donesia L. Gause, CMC
APPROVED AS TO FORM
City Attorney
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Mayor Jim Dear
�, A33o
EXHIBIT A
LEGAL DESCRIPTION
Dominguez Colony for Description See Assessor Maps Portion of Lot 6 Block C
7316-024-824
Recording Requested by And
When Recorded Return to:
CITY OF CARSON
1 Civic Plaza Drive
Carson, CA 90745
Attn: City Clerk
[Exempt From Recording Fee Per Gov. Code §6103]
DEVELOPMENT AGREEMENT NO. 6-11
This Development Agreement (hereinafter "Agreement") is entered into this day
of , 2012, (hereinafter the "Effective Date") by and between the CITY OF CARSON
(hereinafter "City") and CBS OUTDOOR INC., a Delaware corporation (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 to that certain portion of real property, located
adjacent to the north -bound lanes of the 405 Freeway, at the South Alameda Street overpass in
the City of Carson, Assessor Parcel Number 7316-024-824, as more specifically described in
Exhibit "A" and depicted at Exhibit "C", attached hereto and incorporated herein ("405 FWY-
Alameda Site"), upon which it seeks to install a digital upgrade (2 new digital displays as
described in Exhibit `B") to existing lawfully permitted double -sided 14x48 foot static display
which is oriented toward the 405 Freeway ("New Digital Billboard").
C. Developer also has a leasehold interest in that certain portion of real property,
located adjacent to the 110 Freeway, at 21833 S Figueroa Street in the City of Carson, Assessor
Parcel Number 7343-020-074, as more specifically described in Exhibit "A" and depicted at
Exhibit "C", attached hereto and incorporated herein ("110 FWY Site"), which 110 FWY Site is
improved with a single -display static billboard structure oriented toward the 110 Freeway ("110
FWY Billboard").
D. Developer also has leasehold interests to certain portions of real property, located
at 621 E. Carson Street, Assessor Parcel Number 7337-011-900, in the City of Carson, as such
parcels are more specifically described in Exhibit "A" and depicted at Exhibit "C", attached
hereto and incorporated herein ("City -Oriented Billboard Site"), which City -Oriented
Billboard Site is improved with two (2) static billboard structures having a total of three (3) static
displays oriented toward City rights-of-way ("City -Oriented Billboards")
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E. Southern Pacific Transportation Company owns the 405 FWY-Alameda Site, the
Carson Housing Authority owns the City -Oriented Billboard Site, and Tom Ishioka owns the 110
FWY Site (each referred to as "Owner" and, collectively, "Owners") have consented to the
application for this Development Agreement and Developer, as the lessee of the Sites, as such
term is defined below, has legal and/or equitable interest in the Sites and thus qualifies to enter
into this Agreement in accordance with Development Agreement Law.
F. In exchange for the approvals sought to convert the 405 -Alameda Billboard to a
New Digital Billboard, Developer has offered to:
1. Remove the City -Oriented Billboards and waive further rights to utilize
the City -Oriented Billboard Site for installation or operation of any billboard and waive any
claim for compensation for the removal of such signs;
2. Plant a minimum of one tree on the blank side facing residential use or —
place a backing on exposed side which can be painted a solid color or with artwork of the 110
Freeway Billboard with approval from the property owner;
3. Pay to the City an annual Development Fee or Alternative Fee, whichever
is greater, as defined and provided in Sections 2.6 and 2.7 below for the cost to the city to
mitigate the impact of the installation of the digital sign panels on the New Digital Billboard; and
4. Provide free of charge to City, on a space available basis, advertising
space within the City, and offer a 10% discount off of its applicable rate card or going rate fees
for the displays on the New Digital Billboard to any business that has its principal place of
business in Carson and is a member in good standing of the Carson Chamber of Commerce.
G. The 405 -Alameda Site is located within the City's Industrial and/or
Manufacturing Zone, designated by the General Plan as Industrial and is also located within the
405 Freeway Corridor as defined per Carson Municipal Code § 9146.7 Signs.
H. Developer and City agree that a development agreement should be approved and
adopted to memorialize the property expectations of City and Developer as more particularly
described herein.
I. On October 9, 2012, the Planning Commission of the City, at a duly noticed
hearing to consider the approval of this Agreement, adopted Resolution No. 12-2447
recommending approval of this Agreement to the City Council and find the Project, as defined
below, categorically exempt from the provisions of the California Environmental Quality Act
("CEQA") pursuant to Section 15332 regarding Urban In -Fill Development Projects.
J. On November 6, 2012 the City Council of the City, at a duly noticed hearing to
consider the approval of this Agreement, considered the proposal, heard testimony, and
introduced Ordinance No. 12-1499.
K. The City Council has found that this Agreement is in the best public interest of
the City and its residents, adopting this Agreement constitutes a present exercise of the City's
police power, and this Agreement is consistent with the City's General Plan. This Agreement
2.
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and the proposed Project (as hereinafter defined) will achieve a number of City objectives
including utilizing the 405 FWY-Alameda Site for a revenue -generating use, removing less -
desirable city -oriented billboards. Developer will remove the digital displays if an extension of
this Agreement is not negotiated with City and if not, the static billboard remains.
L. On , 2012, the City Council held the second reading of Ordinance
No. 12-1499, thereby approving this Agreement.
M. City finds and determines that all actions required of City precedent to approval
of this Agreement by Ordinance No. 12-1499 of the City Council have been duly and regularly
taken.
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,
the defined terms include the following:
1.1.1 "110 FWY Site Lease" means the lease agreement by and between
Developer and Tom Ishioka, Owner of the 110 FWY Site.
1.1.2 "405 FWY-Alameda Site Lease" means the lease agreement by and
between Developer and Southern Pacific Transportation Company, Owner of the 405
FWY-Alameda Site.
1.1.3 "Agreement" means this Development Agreement and all attachments and
exhibits hereto.
1.1.4 "City" means the City of Carson, a California municipal corporation.
1.1.5 "City Council" means the City Council of the City.
1.1.6 "Developer" means CBS Outdoor Inc, a Delaware Corp. duly existing and
operating, and its successors and assigns, doing business at 1731 Workman St. , Los
Angeles, California 90031.
1.1.7 "Development" means the installation of the New Digital Billboard on the
405-FWY Alameda Site and the temporary installation of above -ground and thereafter
undergrounding of all utilities from Southern California Edison's electrical source to the
New Digital Billboard.
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1.1.8 "Development Approvals" means the approved Development, based on
the recommended approval by the Planning Commission on October 9, 2012, pursuant to
Resolution No. 12-2447 and approval of the City Council by Ordinance No. 12-1499 on
, 2012, as further described at Section 3.3 herein.
1.1.9 "Effective Date" means the date inserted into the preamble of this
Agreement, which is 30 days following approval of this Agreement by ordinance of the
City Council, provided the Agreement is signed by the Developer and City.
1.1.10 "Final Permits" shall have the meaning set forth at Section 2.6.
1.1.11 "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, Municipal Code and Zoning Code, which govern development and use of the
Billboard Site, including, without limitation, the permitted use of land, the density or
intensity of use, subdivision requirements, the maximum height and size of the Billboard,
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 Billboard 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 California Department of
Transportation Outdoor Advertising Division, to the extent applicable.
1.1.12 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a
deed of trust or any other security -device, a lender or each of their respective successors
and assigns.
1.1.13 "Project" means the removal of the City -Oriented Billboards, installation,
including installing any new and moving all existing utilities underground, (provided the
requirement to underground utilities is also imposed in the Development Agreement with
any other billboard operator, being approved concurrently or substantially at the same
time as this Agreement), operation and maintenance of the New Digital Billboard on the
405 FWY-Alameda Site, and installation of artwork on the blank side of at the 110 FWY
Billboard, collectively, all in accordance with the Development Approvals and this
Agreement, including the Scope of Development attached hereto as Exhibit `B",
Schedule of Performance attached hereto as Exhibit "D" and all conditions of approval
and consistent with the approval from the California Department of Transportation
Outdoor Advertising Division. Nothing herein shall place any requirement upon
Developer to provide or arrange for utilities for Clear Channel Outdoor and/or any other
billboard operator. Nevertheless, Developer shall cooperate with Clear Channel Outdoor
in securing utilities for its billboard and accommodate the shared use of utility facilities
for placement of both the temporary above -ground utilities in accordance with the plan at
Exhibit "F" hereto and permanent underground utilities per paragraphs 1 and 3 of Exhibit
«E„
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Development Agreement — Ordinance No. 12-1499
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1.1.14 "Sites" refers collectively to the 405 FWY-Alameda Site, 110 FWY Site,
City -Oriented Billboard Site, as such sites are more specifically described on Exhibit "A"
and depicted at Exhibit "A-1" attached hereto and incorporated herein.
1.1.15 "Schedule of Performance" means the Schedule of Performance attached
hereto as Exhibit "D" and incorporated herein.
1.1.16 "Scope of Development" means the Scope of Development attached
hereto as Exhibit "B" and incorporated herein.
1.1.17 "Subsequent Land Use Regulations" means any Land Use Regulations
effective after the Effective Date of this Agreement (whether adopted prior to or after the
Effective Date of this Agreement) which govern development and use of the Billboard
Sites.
1.1.18 "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 Sites), Exhibit "C" (Site Plan and
Elevations) and Exhibit "D" (Schedule of Performance) and Exhibit `B" (Developer's
Production Specification Sheet).
2. GENERAL PROVISIONS.
2.1 Binding Effect of Agreement. From and following the Effective Date, actions
by the City and Developer with respect to the Development of the 405 FWY-Alameda Site,
including actions by the City on applications for Subsequent Development Approvals affecting
the 405 FWY-Alameda 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 405 FWY-Alameda Site Lease, 110 FWY Site Lease, or any of Developer's
obligations thereunder, or to bind or restrict Owners of either the 405-FWY-Alameda Site or 110
FWY Site with respect to its ownership or operation of their respective properties except as
expressly set forth herein with respect to the 405-FWY-Alameda Site or 110 FWY Site,
respectively, or (ii) to impose any obligation whatsoever on Owners of either the 405-FWY-
Alameda Site or 110 FWY Site, including without limitation any obligation with respect to the
405-FWY-Alameda Billboard, 110 FWY Billboard, the 405-FWY-Alameda Site or 110 FWY
Site, the Development or the Project, except as expressly set forth in this Agreement.
2.2 Interest in Sites. City and Developer acknowledge and agree that Developer has
a legal or equitable interest in the Sites and thus is qualified to enter into and be a party to this
Agreement under the Development Agreement Law. Additionally, prior to the execution of this
Agreement, Developer has allowed the City to view a redacted copy of the Lease or Clear
Channel affidavit which demonstrates that Developer has a leasehold interest in the 405-FWY-
Alameda Site and 110 FWY Site, which interest shall be maintained for the entire Term of this
Agreement. If Developer's leasehold interest is prematurely terminated by Owner of the 110
FWY Site, then Developer shall have no further obligations under Section 3.2 or Exhibit `B" of
this Agreement relative to the maintenance of the artwork thereon, except as provided under
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Section 4.L. Additionally, if Developer's leasehold interest is prematurely terminated by Owner
of the 405 FWY-Alameda Site, then Developer shall have no further obligations under this
Agreement, except as provided under Section 4.1.
2.3 No Assignment. Developer may assign or otherwise transfer this Agreement, or
its interest in the Billboard Sites or any part of its interest in the Billboard Sites, without City's
consent, to any other person, firm, or entity, purchasing all, or substantially all of Developers
assets in the greater Los Angeles market, provided the transfer is as a result of a sale of
Developer and/or its assets, including the rights granted under this Agreement, to another
publicly -traded company or an entity having a net worth of Ten Million Dollars ($10,000,000) or
more prior to such assignment or at the time of execution of this Agreement, which net worth is
subject to verification by the City. Any other proposed assignment shall be subject to the
approval of the City, which will not be unreasonably withheld, delayed or conditioned. 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 twenty (20) years after
the date Developer receives Final Permits, as defined in Section 2.6 below, (ii) the expiration or
earlier termination of the 405 FWY-Alameda Site Lease per Section 6.1 that applies to the 405
FWY-Alameda Site, or (iii) the permanent removal of the digital displays constructed pursuant to
the terms hereof, otherwise removal may be for repair or replacement, (iv) if one digital face is
removed permanently and replaced with a static face the current agreement remains for the
second digital face. In such case, Developer shall completely remove the New Digital Billboard
within the times and as provided under Section 4.1 herein. 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.
If no extension of this Agreement is agreed to, then the digital displays come down but the static
display may remain. The term of this Agreement supersedes any amortization period that may
apply under the Carson Municipal Code as to any non -conformity as applied to the 110 Freeway
Billboard.
2.5 Processing Fee. Upon submission of its application for the approvals granted by
this Agreement, Developer has paid to City a processing ("Processing Fee") in the amount of
Seven Thousand Five Hundred Dollars ($7,500). The City shall retain and use the Processing
Fee, or any part thereof, for any public purpose within the City's discretion. The Processing Fee
shall be separate from all fees which are standard and uniformly applied to similar projects in the
City, including, but not limited to, business license fees (due by Developer to City annually), one
time plan check fee and building permit fee and any other fees imposed by the City as may be
applicable. Additionally, within 30 days of the City providing Developer with a final invoice of
legal fees incurred by City related to the negotiation and preparation of this Agreement,
Developer shall pay City any outstanding balance of such fees.
2.6 Development Fee. The potential impacts of the Development on the City and
surrounding community are difficult to identify and calculate. Developer and City agree that an
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3
annual development fee paid by Developer to City would adequately mitigate all such potential
impacts. The parties therefore agree that Developer shall pay an annual development fee to City
of Sixty Thousand Dollars ($60,000.00) per year, increased by three percent (3%) every other
year ("Development Fee"), subject to the obligation to pay the Alternative Fee per Section 2.7
below. The Development Fee, for ease of reference purposes, shall equal the following amounts
during the Term:
Year 1
$60,000
Year 11
$69,556.45
Year 2
$60,000
Year 12
$69,556.45
Year 3
$61,800
Year 13
$71,643.14
Year 4
$61,800
Year 14
$71,643.14
Year 5
$63,654
Year 15
$73,792.43
Year 6
$63,654
Year 16
$73,792.43
Year 7
$65,563.62
Year 17
$76,006.20
Year 8
$65,563.62
Year 18
$76,006.20
Year 9
$67,530.53
Year 19
$78,286.39
Year 10
$67,530.53
Year 20
$78,286.39
The Development Fee shall be paid annually, with the first installment no later than one (1) year
after Developer receives final approval to construct the New Digital Billboard from the
applicable governmental authorities for any and all required permits to maintain and operate the
New Digital Billboard as contemplated under this Agreement ("Final Permits"). Developer shall
notify City within five (5) days of its receipt of all Final Permits for the purpose of determining
the date annual payments of the Development Fee (or Alternative Fee per Section 2.7) shall
commence. Nothing herein relieves the City from its contractual duty to issue all municipal
building permits that are associated with the Development of the New Digital Billboard if
Developer is in compliance with the terms of this Agreement.
2.7 Alternative Fee: For any year of the Term where the Alternative Fee, as defined
in this Section 2.7, exceeds the Development Fee described at Section 2.6 above, Developer shall
pay to City the Alternative Fee, which is defined as an amount equal to Six Percent (6%) of total
gross advertising revenue made from both digital displays of the New Digital Billboard during
the preceding year of the Term. Within ninety (90) days following the end of each year of the
Term hereof, and ending within ninety (90) days of the termination of the Term, Developer shall
furnish to City a statement in writing, certified by Developer to be correct, showing the total
gross advertising revenues made from each sign face of the New Digital Billboard during the
preceding year of the Term attributable to each sign display of the New Digital Billboard to the
extent such Alternative Fee exceeds the Development Fee for that same preceding year. The
calculation of the Alternative Fee shall be based on the gross amount received on the advertising
sales.
2.8 Audit of Alternative Fee. With prior written notice of not less than ten (10)
business days, City has the right to audit Developer's sign gross revenue related to this
Agreement, at Developer's office, on normal workdays between 9:00 a.m. and 4:00 p.m. once a
year. If the statement of total gross advertising revenue previously provided to City shall be
found to be inaccurate for prior years of the Term, then and in that event, there shall be an
adjustment and one party shall pay to the other on demand such sums as may be necessary to
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Development Agreement —Ordinance No. 12-1499
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zis
settle in full the accurate amount of said percentage rental that should have been paid to City for
the period or periods covered by such inaccurate statement or statements. If said audit discloses
an underpayment of greater than three percent (3%) with respect to the amount of total gross
advertising revenue reported by Developer for the period or periods of said report, then the
Developer shall immediately pay to City the cost of such audit; otherwise, the cost of such audit
shall be paid by City, plus ten percent (10%) interest on the amount underpaid, but the
application of the said interest is limited to three (3) years before the time any underpayment
should have been paid to the City.
2.9 Community Benefits. Developer shall also provide the following community
benefits during the entire Term of this Agreement:
2.9.1 City's Use of Static Signs. Developer shall also provide free of charge to
City on a space available basis, advertising space within the City. City will be
responsible for printing cost and install/takedown costs, subject to review and approval of
suggested copy from City by Developer.
2.9.2 Discount Advertising. Developer shall offer a ten percent (10%)
discount off of its applicable rate card fees for the display of advertising on the New
Digital Billboard to any business that has its principal place of business in Carson and is a
member in good standing of the Carson Chamber of Commerce.
2.10 Prohibited Use. Developer shall not utilize any of the displays on the Billboard
to advertise tobacco, marijuana, hashish, "gentlemen's clubs," adult entertainment businesses,
sexually oriented materials, or use sexually oriented images or language, or as may be prohibited
by any City ordinance existing as of the Effective Date of this Agreement or as may be amended
or implemented from time -to -time after the Effective Date and equally -applicable to all billboard
displays by any dully and valid city ordinance.
3. DEVELOPMENT AND IMPLEMENTATION OF THE PROJECT.
3.1 Rights to Develop 405 FWY-Alameda Site. Subject to and during the Term of
this Agreement, Developer shall have the right to develop the 405 FWY-Alameda Site in
accordance with, and to the extent of, the Development Approvals, the Land Use Regulations,
and this Agreement, provided that nothing in this Agreement shall be deemed to modify or
amend the 405 FWY-Alameda Site Lease.
3.2 Installation of Artwork at 110 FWY Site. Developer shall have artwork as
approved by the City's Planning Department applied to the backing, having the form and
specifications set forth in the Development Approval, and complete such installation within the
times set forth in the Schedule of Performance, attached hereto as Exhibit "D." Developer shall,
at all times during the Term, artwork in good condition and replace such artwork if it becomes
damaged or otherwise in need of replacement within the times and in the manner described in the
Scope of Development, attached hereto as Exhibit `B".
3.3 Demolition of City -Oriented Billboards. Developer shall secure all demolition
permits and approvals and commence the demolition and complete removal of the City -Oriented
Billboards, including, but not limited to, the two (2) structures and total of three (3) static
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e
displays and any other structure or facility erected or maintained as part of or in relation to the
such billboards and complete such demolition and removal, within the times set forth in the
Schedule of Performance, attached hereto as Exhibit "D." Following the removal of such
billboards, Developer shall, as reasonably as possible, restore the City -Oriented Site to a good
condition that reasonably matches the surrounding landscape. Developer and the respective
Owners of the City -Oriented Billboard Site, including the City as Successor Agency to the
Carson Redevelopment Agency as owner of the property located at 621 Carson , Carson hereby
waive any further rights to utilize the City -Oriented Billboard Site, respectively, for installation
or operation of any billboard and waive any claim for compensation or damages for the removal
of the billboards and related appurtenances thereon and agreement to give up any further rights
to utilize the City -Oriented Billboard Site, respectively, for the installation or operation of any
billboard displays in the future. Such waiver and release of any claim for compensation or
damages includes, but is not limited to, lost revenues, relocation expenses, severance damages,
loss of business goodwill, costs, interest, attorneys' fees, and any claim whatsoever of the
respective Owners which might arise out of or relate to any respect to the requirements of this
Section 3.3 or this Agreement.
3.4 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 405 FWY-Alameda Site and 110 FWY Site, the density and intensity of use
of the such Sites, the maximum height and size of proposed structures, and the design, and
improvement and construction standards and specifications applicable to Development of the
405 FWY-Alameda Site shall be as set forth in the Land Use Regulations, as such term is defined
in Section 1.1.11, which are in full force and effect as of the Effective Date of this Agreement,
subject to the terms of this Agreement.
3.5 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 Sites, secure or cause to be secured all necessary Development
Approvals, which shall include any and all permits and approvals which may be required by City
or any other governmental agency or utility affected by such construction, development or work
to be performed 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"). Not by way of limiting the foregoing, in developing and constructing the
Project, Developer shall comply with all (1) applicable development standards in City's
Municipal Code, (2) applicable NPDES requirements pertaining to the Project, (3) all applicable
building 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 Development which are
standard and uniformly -applied to similar projects in the City. Nothing contained in this
Agreement shall be deemed to impose any obligation on Owner with respect to the Development
Approvals or the Project.
3.6 Timing of Development; Scope of Development. Developer shall commence
the Project within the time set forth in the Schedule of Performance, attached hereto as Exhibit
"D." "Commencement" of the Project is defined herein as commencement of construction or
improvements under the building permit for the construction of the -Digital Billboard on the
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/46\
405 FWY-Alameda Site as soon as possible following Developer's receipt of Development
Approvals. In the event that Developer fails to meet the schedule for Commencement of the
Project, and after compliance with Section 5.4, either party hereto may terminate this Agreement
by delivering written notice to the other party, and, in the event of such termination, neither party
shall have any further obligation hereunder. However, if circumstances within the scope of
Section 9.10 delay the commencement or completion of the Project, it would not constitute
grounds for any termination rights found within this Development Agreement. In such case, the
timeline to commence or complete the relevant task shall be extended in the manner set forth at
Section 9.10. Notwithstanding the above, Developer shall, at all times, comply with all other
obligations set forth in this Agreement regarding the construction or improvement of New
Digital Billboard on the 405 FWY-Alameda Site. Developer shall also maintain the New Digital
Billboard at all times during the Term in accordance with the maintenance provisions set forth in
Section 3, the Scope of Development, attached as Exhibit `B" herein.
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 `B") which sets forth a description of the Project and the Schedule of
Performance (Exhibit "D").
3.7 Changes and Amendments. Developer may determine that changes to the
Development Approvals are appropriate and desirable. In the event Developer makes such a
determination, Developer may apply in writing for an amendment to the Development Approvals
to effectuate such change(s); provided that the City may request written consent from Owner if
the modification is deemed material. The Parties acknowledge that City shall be permitted to use
its inherent land use authority in deciding whether to approve or deny any such amendment
request; provided, however, that in exercising the foregoing reasonable discretion, the City shall
not apply a standard different than that used in evaluating requests of other developers.
Accordingly, under no circumstance shall City be obligated in any manner to approve any
amendment to the Development Approvals. The City Manager shall be authorized to approve
any non -substantive amendment to the Development Approvals without processing an
amendment to this Agreement. All other amendments shall require the approval of the City
Council. 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 Manager, 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 such upgrade is consistent with the dimensions and standards for
the displays, as provided under this Agreement, Land Use Regulations and Subsequent Land Use
Regulations
3.8 Reservation of Authority.
3.8.1 Limitations, Reservations and Exceptions. Notwithstanding any other
provision of this Agreement, the following Subsequent Land Use Regulations shall apply
to the Development of the 405 FWY-Alameda Site:
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(a) Processing fees and charges of every kind and nature imposed by City to
cover the estimated actual costs to City of processing applications for Subsequent
Development Approvals.
(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 New Digital
Billboard on the 405 FWY-Alameda Site. 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.
(d) Regulations that are not in conflict with the Development Approvals or
this Agreement.
(e) Regulations that are in conflict with the Development Approvals or this
Agreement, provided Developer has given written consent to the application of such
regulations to Development of the 405 FWY-Alameda Site.
(f) Applicable Federal, State, County, and multi jurisdictional laws and
regulations which City is required to enforce as against the 405 FWY-Alameda Site or
the Development of the 405 FWY-Alameda Site and that do not have an exception for
existing signs or legal nonconforming uses.
3.8.2 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.
3.8.3 Modification or Suspension by Federal, State, County, or Multi -
Jurisdictional Law. In the event that applicable federal, State, County, or multi -
jurisdictional laws or regulations, enacted after the Effective Date of this Agreement,
prevent or preclude compliance with one or more of the provisions of this Agreement,
and there is no exception for the legal nonconforming use, such provisions of this
Agreement shall be modified or suspended as may be necessary to comply with such
federal, State, County, or multi jurisdictional laws or regulations, and this Agreement
shall remain in full force and effect to the extent it is not inconsistent with such laws or
regulations and to the extent such laws or regulations do not render such remaining
provision impractical to enforce. Notwithstanding the foregoing, if such change
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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.
3.9 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 405 FWY-Alameda 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 Digital
Billboard and 405 FWY-Alameda 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 materially changes Developer's costs or
otherwise materially impacts its performance hereunder, Developer may terminate this
Agreement upon ninety (90) days prior written notice
3.10 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.
3.10.1 The payment or construction must be to alleviate an impact caused by the
Project or be of benefit to the Project; and
3.10.2 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.
3.10.3 It being understood, however, that if the there is a material increase in cost
to Developer or such action by City otherwise materially impacts developer's its
performance hereunder, Developer may terminate this Agreement upon ninety (90) days
prior written notice
3.11 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 Development Agreement and/or the Development Approvals.
However, this Development Agreement shall not prohibit the application of fees, taxes or
assessments upon the 405 FWY-Alameda Site only and not the New Digital Billboard or
Developer directly as follows:
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3.11.1 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;
3.11.2 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;
3.11.3 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;
3.11.4 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.
3.12 Notwithstanding anything to the contrary herein, if there is a change is such fees
to those charges 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.
4. REMOVAL OF BILLBOARDS
4.1 Removal by Developer. CBS Outdoor has the right to negotiate an extension of
the Term as an amendment to this Agreement. If the extension of the Term is not granted by the
City the digital displays on the New Digital Billboard will be removed and both displays may be
converted back to static displays.
4.2 City's Right to Removal. 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. Should such a breach occur, City may only require removal of the New Digital
Billboard. Should such a breach occur, City may require Developer to remove the digital display
upon the New Digital Billboard and, at Developer's discretion, may either remove the structure
of the New Digital Billboard or convert the display to static displays, previously existing upon
the 405 FWY Billboard within ninety (90) days of City's notice to Developer of such breach.
5. REVIEW FOR COMPLIANCE.
5.1 Annual Review. The City Council shall review this Agreement annually at city's
sole cost, on or before the anniversary of the Term, to ascertain the good faith compliance by
Developer with the terms of the Agreement ("Annual Review"). However, no failure on the part
of City to conduct or complete an Annual Review as provided herein shall have any impact on
the validity of this Agreement. Developer shall cooperate with the City in the conduct of such
any Annual Review and provide the following information and documentation to the City at least
thirty (30) days before the anniversary of the Term: (1) description of all complaints from
Caltrans or the City regarding the New Digital Billboard, (2) description of all complaints from
the public regarding the display unrelated to any content of the message displayed, (3) any
updates to Developer's contact information related to complaints concerning the billboards, as
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required in the conditions at Exhibit E, Section 6 herein, (4) status and amount of all payment
obligations to the City required under this Agreement for the year in question and cumulatively
beginning from the Commencement of the Project herein, (5) any easement or lease changes that
could in any way materially impact the City or the obligations under this Agreement, (6) any
utility changes that could in any way materially impact the City or the obligations under this
Agreement, (7) any maintenance issues addressed or needing to be addressed per the
requirements of Exhibit E, and (8) whether any City messages per Section 2.7.1 have been
displayed during the preceding year of the Term and a description of the duration of such
displays.
5.2 Special Review. The City Council may, in its sole and absolute discretion, order
a special review of compliance with this Agreement at any time at City's sole cost ("Special
Review"). Developer shall cooperate with the City in the conduct of such any Special Review.
5.3 City Rights of Access. Subject to the City's execution of a permit to enter in
form reasonably acceptable to Owner, the City, its officers, employees, agents and contractors,
shall have the right, at their sole risk and expense, to enter the 405 FWY-Alameda Site, without
interfering with any railroad right-of-way, and 110 FWY Site at all reasonable times with as little
interference as possible for the purpose of conducting the review under this Section 5, inspection,
construction, reconstruction, relocation, maintenance, repair or service of any public
improvements or public facilities located on the Sites, or to perform any rights of the City under
Section 4.2 above. Any damage or injury to the Sites or to the improvements constructed
thereon resulting from such entry shall be promptly repaired at the sole expense of the City.
Notwithstanding the foregoing, or any other provision in this Agreement (including without
limitation Section 4.2 above), the City shall have no right whatsoever to enter the Site unless and
until the City executes and delivers to Owner a permit to enter in form reasonably acceptable to
Owner (except that this provision is not intended to interfere with the City's police powers to
address any nuisance, dangerous condition, or other condition pursuant to the City's ordinances).
Notwithstanding anything to the contrary herein, in no event will City representatives ever climb
up the pole of the sign during any inspection.
5.4 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 in good faith 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 thirty (30) days to cure or remedy the non-compliance identified in
the Notice of Non -Compliance, or if such cure or remedy is not reasonably capable of being
cured or remedied within such thirty (30) 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 does not believe it is out of compliance and
contests the Notice, it shall do so by responding in writing to said Notice within thirty (30) days
after receipt of the Notice. If the response to the Notice of Non -Compliance has not been
received in the offices of the party alleging the non-compliance within the prescribed time
period, the Notice of Non -Compliance shall be conclusively presumed to be valid. If a Notice of
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Non -Compliance is contested, the parties shall, for a period of not less than fifteen (15) days
following receipt of the response, seek to arrive at a mutually acceptable resolution of the
matter(s) occasioning the Notice. In the event that a cure or remedy is not timely effected or, if
the Notice is contested and the parties are not able to arrive at a mutually acceptable resolution of
the matter(s) by the end of the fifteen (15) day period, 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" as defined in, and subject to
the provisions of, Section 9.10.
5.5 Certificate of Agreement Compliance. If, at the conclusion of an Annual
Review or a Special Review, Developer is found to be in compliance with this Agreement, City
shall, upon request by Developer, issue a Certificate of Agreement Compliance ("Certificate") to
Developer stating that, after the most recent Annual Review or Special Review, and based upon
the information known or made known to the City Manager and City Council, that (1) this
Agreement remains in effect and (2) Developer is in compliance. The Certificate, whether issued
after an Annual Review or Special Review, shall be in recordable form and shall contain
information necessary to communicate constructive record notice of the finding of compliance.
Developer may record the Certificate with the County Recorder. Additionally, Developer may,
at any time, request from the City a Certificate stating, in addition to the foregoing, which
obligations under this Agreement have been fully satisfied with respect to the Sites.
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 for any material failure of Developer to
perform any material duty or obligation of Developer hereunder or to comply in good
faith with the terms of this Agreement (hereinafter referred to as "default" or "breach");
provided, however, City may terminate this Agreement pursuant to this Section only after
following the procedure set forth in Section 5.4. In the event of a termination by City
under this Section 6.1.1, Developer acknowledges and agrees that City may retain all fees
accrued up to the date of the termination, including the Processing Fee and the
Development Fee or Alternative Fee, as applicable, paid up to the date of termination,
and Developer shall pay the prorated amount of the Development Fee or Alternative Fee,
as applicable within sixty (60) days after the date of termination and removal of the New
Digital Billboard that equates to the percentage of time elapsed in the year of the Term at
the time of termination.
6.1.2 Termination of Agreement for Material Default of City. Developer, in its
discretion, may terminate this Agreement for any material failure of City to perform any
material duty or obligation of City hereunder or to comply in good faith with the term of
this Agreement; provided, however, Developer may terminate this Agreement pursuant to
this Section only after following the procedure set forth in Section 5.4. In addition,
Developer may terminate this Agreement if, despite Developer's good faith efforts, it is
unable to secure the necessary permits and/or compliance with requirements under laws
necessary to effectuate the Project. In the event of a termination by Developer under this
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Section 6.1.2, Developer acknowledges and agrees that City may retain all fees, including
the Processing Fee and the Development Fee or Alternative Fee, as applicable, paid up to
the date of termination, and Developer shall pay the prorated amount of the Development
Fee or Alternative Fee, as applicable within sixty (60) days after the date of termination
and removal of the New Digital Billboard that equates to the percentage of time elapsed
in the year of the Term at the time of termination.
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 obligations to have been performed prior to said termination, (ii) any
default in the performance of the provisions of this Agreement which has occurred prior
to said termination, (iii) Developer's obligation to remove the New Digital Billboard
pursuant to Section 4.1 or (iv) any continuing obligations to indemnify other parties.
7. INSURANCE, INDEMNIFICATION AND WAIVERS.
7.1 Insurance.
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 against
claims and liabilities covered by the indemnification provisions of section 7.2.
Developer has agreed to indemnify City hereunder to the extent of the liability
insurance coverage with respect to its use, occupancy, disuse or condition of the
Site, improvements or adjoining areas or ways, affected by such use of the Site or
for property damage, providing protection of a least One Million Dollars
($1,000,000) for bodily injury or death to any one person, at least Two Million
Dollars ($2,000,000) for any one accident or occurrence, and at least One Million
Dollars ($1,000,000) for property damage. Developer shall also furnish or cause
to be furnished to City evidence that any contractors with whom Developer has
contracted for the performance of any work for which Developer is responsible
maintains the same coverage required of Developer.
(b) Worker's Compensation. Developer shall also furnish or cause to
be furnished to 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
insurer waives the right of subrogation against City and against City's agents and
Y..
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t'
representatives except as provided in this Section; (ii) 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 (iii) the
policies cannot be canceled or materially changed except after written notice by
the insurer to City or City's designated representative as expeditiously as
insurance company agrees to provide notice. Developer shall furnish City with
certificates evidencing the insurance City shall be named as an additional insured
on all liability policies of insurance required to be procured by the terms of this
Agreement.
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 or consistent with the requirements of Exhibit "D" (Schedule of
Performance), Item No. 8.
(2) The City can request to see updated . copies of the current
certificates of all insurance policies required. The City reserves the right to obtain
copies of the entire insurance policy, including endorsements.
If Developer fails or refuses to procure or maintain insurance as required hereby
or fails or refuses to furnish City with required proof that the insurance has been procured
and is in force and paid for, after complying with the requirements of Section 5.4, the
City may view such failure or refusal shall be a default hereunder.
7.2 Indemnification.
7.2.1 General. Developer shall indemnify the City and Owner, and their
respective officers, employees, and agents against, and will hold and save them and each
of them harmless from, any and all actions, suits, claims, damages to persons or property,
losses, costs, penalties, obligations, errors, omissions, or liabilities (herein "claims or
liabilities") that may be asserted or claimed by any person, firm, or entity arising out of
or in connection with the work, operations, or activities of Developer, its agents,
employees, subcontractors, or invitees, hereunder, upon the Site:
(a) Developer will defend any action or actions filed in connection
with any of said claims or liabilities covered by the indemnification provisions
herein and will pay all costs and expenses, including legal costs and attorneys'
fees incurred in connection therewith, which attorneys will be the attorneys hired
by the insurance company where insurance coverage applies.
(b) Developer will promptly pay any judgment rendered against the
City or Owner or their respective officers, agents, or employees for any such
claims or liabilities arising out of or in connection with such work, operations, or
activities of the Developer hereunder, and Developer agrees to save and hold the
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��'S1
City and Owner and their respective officers, agents, and employees harmless
therefrom.
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, who are directly responsible for the City.
7.2.3 Additional Coverage. Without limiting the generality of the foregoing,
Developer's indemnity obligation shall include any liability arising by reason of:
(1) Any accident or other occurrence in or on the Site causing injury
to any person or property whatsoever caused by Developer;
(2) Any failure of Developer to comply with performance of all of the
provisions of this Agreement;
(3) Any harm, delays, injuries or other damages incurred by any party
as a result of any subsurface conditions on the site caused solely by Developer,
including but not limited to, the presence of buried debris, hazardous materials,
hydrocarbons, or any form of soil contamination.
(a) Loss and Damage. Except as set forth below, City shall not be
liable for any damage to property of Developer, Owner or of others located on the
Site, nor for the loss of or damage to any property of Developer, Owner or others
by theft or otherwise. Except as set forth below, 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 foregoing two (2) sentences shall not apply (i) to the extent City or its
agents, employees, subcontractors, invitees or representatives causes such injury
or damage when accessing the Site, or (ii) to the extent covered in any permit to
enter 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.
7.3 Waiver of Subrogation. Developer agrees that it shall not make any claim
against, or seek to recover from City or its agents, servants, or employees, for any loss or damage
to Developer or to any person or property relating to this Project, except as specifically provided
hereunder which include but is not limited to, a claim or liability arising from the sole negligence
or willful misconduct of the City, its officers, agents, or employees, who are directly responsible
for the City.
8. MORTGAGEE PROTECTION.
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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 interpretations and modifications and City agrees upon request, from
time to time, to meet with Developer or Owner and representatives of such lenders to negotiate
in good faith any such request for interpretation or modification. Subject to compliance with
applicable laws, City will not unreasonably withhold its consent to any such requested
interpretation or modification provided City determines such interpretation or 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 Development or 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
Development or 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 Development or
Site, or any part thereof, pursuant to foreclosure of the mortgage or deed of trust,
or deed in lieu of such foreclosure, shall take the Development or 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 Development or Site acquired by such
Mortgagee by foreclosure, deed of trust, or deed in lieu of foreclosure, such
Mortgagee shall strictly comply with all of the terms, conditions and requirements
of this Agreement and the Development Approvals applicable to the Development
or Site or such part thereof so acquired by the Mortgagee.
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9. MISCELLANEOUS PROVISIONS.
9.1 Recordation of Agreement. This Agreement shall be recorded with the County
Recorder by the City Clerk within 10 days of execution, as required by Government Code
Section 65868.5. Amendments approved by the parties, and any cancellation, shall be similarly
recorded.
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 Development to be
permitted and operated and to provide the Development Fee to the City; otherwise, this
Agreement shall terminate in its entirety, unless the parties otherwise agree in writing, which
agreement shall not be unreasonably withheld.
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 non -drafting party, shall not be employed in interpreting this Agreement, all parties having
been represented by counsel in the negotiation and preparation 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.
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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, 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 effect 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 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 is 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
21
Development Agreement — Ordinance No. 12-1499
01007/0005/107783.11 V S�•'4
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 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 Manager 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 Carson
701 E. Carson Street
Carson, CA 90745
22
Development Agreement — Ordinance No. 12-1499
01007/0005/107783.11
t3
Attn: City Manager
With Copy to: Aleshire & Wynder, LLP
18881 Von Karman Ave., #1700
Irvine, CA 92612
Attn: William Wynder, Esq.
To Developer: CBS Outdoor, Inc.
Real Estate Manager
1731 Workman St
Los Angeles, CA 90031
With Copy To CBS Outdoor, Inc
NY Counsel — David Posy
405 Lexington Avenue
New York, NY 10174
9.21 Nonliability of City Officials. No officer, official, member, employee, agent, 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, 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year
first set forth above.
ATTEST:
23
Development Agreement — Ordinance No. 12-1499
01007/0005/107783.11
City: CITY OF CARSON
Mayor Jim Dear
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
Developer: CBS OUTDOOR Inc., a Delaware
corporation
[end of signatures]
24
Development Agreement — Ordinance No. 12-1499
01007/0005/107783.11
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On , 2012, before me,
personally appeared personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that she executed the same in her authorized capacity, and that by her
signature on the instrument the person or the entity upon behalf of which the person acted,
executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
STATE OF CALIFORNIA )
ss
COUNTY OF LOS ANGELES )
On , 2012, before me,
personally appeared personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the within instrument and
acknowledged to me that he/she executed the same in his/her authorized capacity, and that by
his/her signature on the instrument the person or the entity upon behalf of which the person
acted, executed the instrument.
Witness my hand and official seal.
Notary Public
[SEAL]
25
Development Agreement — Ordinance No. 12-1499
01007/0005/107783.11
EXHIBIT "A"
LEGAL DESCRIPTION OF SITES
405 FWY-Alameda Site:
Dominguez Colony for Description See Assessor Maps Portion of Lot 6 Block C
LOS ANGLES COUNTY, CA
7316-024-824
Development Agreement — Ordinance No. 12-1499 A-1
01007/0005/107783.11
110 FWY Site:
TR=3612 LOT COM N 89 48'40" W 25 FT FROM SE COR OF LOT 48 TH N 89 48'40" W
TO E LINE OF HARBOR FRWY TH N 0 47'45" E 25.68 FT TH N 5 50'20" W TO A PT N 0
08'10" W 165 FT AND N 89 48'40" W FROM POR OF LOT 48
LOS ANGLES COUNTY, CA
Development Agreement — Ordinance No. 12-1499 A-2
01007/0005/107783.11
ta.
City -Oriented Billboard Site:
PM 142-28 W 240FT EX OF ST OF LOT 1
LOS ANGLES COUNTY, CA
Development Agreement — Ordinance No. 12-1499 A-3
01007/0005/107783.11
EXHIBIT A-1
[insert depiction of Sites]
405 FWY-Alameda Site:
[See following page]
Development Agreement — Ordinance No. 12-1499 A-4
01007/0005/107783.11
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Development Agreement - Ordinance No. 12-1499 A-5
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City of Vernon - Inventory
Page 1 of 1
Property Detail Report it CoreLogic
For Property Located At RealOuest Professional
21833 1/2 FIGUEROA ST, CARSON, CA 90745-1912
Owner Information: Bldg Card: 000 of 005
Owner Name: SHIBATA CORA HISHIBATA FAMILY
Mailing Address: 98-716 NOHOAUPUNI PL, AIEA HI 96701-2781 CO26
Phone Number: Vesting Codes: I A / TR
Location Information:
Legal Description: TR=3612 LOT COM N 89 48'40" W 25 FT FROM SE COR OF LOT 48 TH N 89
48'40" W TO E LINE OF HARBOR FRWY TH N 0 47'45" E 25.68 FT TH N 5
50'20" W TO A PT N 0 0810" W 165 FT AND N 89 48'40" W FROM POR OF
LOT 48
County: LOS ANGELES, CA APN: 7343-020-074
Census Tract/ Block: 5436.0111 Alternate APN:
Township -Range -Sect
Legal Book/Page:
40.5
Map Reference:
Legal Lot:
48
3612
Legal Block:
LOS ANGELES
Municffownship:
Market Area:
Water Type:
Neighbor Code:
Sewer Type:
Owner Transfer Information:
Property Tax:
Recording/Sale Date:
08/29/2008 10812212008
Tax Area:
Sale Price:
2011
Tax Exemption:
Document #:
1561971
Last Market Sale Information:
Recording/Sale Date:
06/30/1995 /
Sale Price:
Sale Type:
Document #:
1052663
Deed Type:
GRANT DEED
Transfer Document #:
New Construction:
Title Company:
Lender:
Seller Name:
ISHIOKA TOM T;MASAKO TRI
Prior Sale Information:
Prior Rec/Sale Date:
I
Prior Sale Price:
Prior Doc Number,
Prior Deed Type:
Property Characteristics:
Gross Area:
9,240
Parking Type:
Living Area:
9,240
Garage Area:
Tot Adj Area:
Garage Capacity:
Above Grade:
Parking Spaces:
Total Rooms:
Basement Area:
Bedrooms:
24
Finish Bsmnt Area
Bath(F/H):
12/
Basement Type:
Year Built / Eff:
19571
Roof Type:
Fireplace:
I
Foundation:
# of Stories:
Roof Material:
Other Improvements:
Site Information:
Zoning:
CARM25U&D'
Acres:
Lot Area:
30,981
Lot Width/Depth:
Land Use:
APARTMENT
Res/Comm Units:
Site Influence:
Tax Information:
Total Value:
$374,350
Assessed Year:
Land Value:
$121,782
Improved %:
Improvement Value:
$252,568
Tax Year:
Total Taxable Va!ue:
$374,350
Subdivision:
3612
Map Reference:
69 -A41764 -B6
Tract M
3612
School District:
LOS ANGELES
Municffownship:
12/
Deed Type: GIFT DEED
1st Mtg Document #:
1st Mtg Amount/Type:
1st Mtg Int. Rate/Type:
1st Mtg Document#:
2nd Mtg Amount/Type:
2nd Mtg Int. Rate/Type:
Price Per SgFt:
Multi/Split Sale:
Prior Lender:
Prior 1st Mtg Amt/Type:
Prior 1st Mtg Rate/Type:
Construction:
Heat Type: HEATED
Exterior wall:
Porch Type:
Patio Type:
Pool:
Air Cond: YES
Style:
Quality:
Condition:
0.71
County Use:
APARTMENT
(0600)
x
State Use:
12/
Water Type:
Sewer Type:
2012
Property Tax:
$7,061.08
67%
Tax Area:
13283
2011
Tax Exemption:
http://pro.realquest.com/j sp/report.jsp?&client=&action=confirm&type=getreport&recordn... 9/14/2012
City -Oriented Billboard Site:
[See following page]
Development Agreement — Ordinance No. 12-1499 A_6
01007/0005/107783.11
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City of Vernon - Inventory
Page 1 of I
Site Information:
Property Detail Report
it CoreLogic
Zoning:
For Property LocatedAtRealQuest
Acres: 1.70
Professional
„ CA (>�'b%1.'l �cl.-1-16M
Owner Information:
(100V)
Owner Name:
74,080
Lot Width/Depth: x
Mailing Address: 701 E CARSON ST, CARSON CA 90745-2224 C006 C/O
EXECUTIVE
DIRECTOR
COMMERCIAL
ACREAGE
Commercial Units:
Phone Number:
Vesting Codes:
/!
Location Information:
Sewer Type:
Building Class:
Legal Description: PM 142.28 W 240 FT EX OF
ST OF LOT 1
County: LOS ANGELES, CA
APN:
7337-011-900
Census Tract / Block: 5438.02/1
Alternate APN:
Assessed Year: 2012
Township -Range -Sect:
Subdivision:
Land Value:
Legal Book/Page:
Map Reference:
I
Legal Lot: 1
Tract #:
Legal Block:
School District:
LOS ANGELES
Market Area:
Munic/fownship:
Neighbor Code:
Owner Transfer Information:
Recording/Sale Date: /
Deed Type:
Sale Price:
1st Mtg Document#:
Document #:
Last Market Sale Information:
Recording/Sale Date: /
1st Mtg Amount/Type:
/
Sale Price:
1st Mtg Int. Rate/Type:
!
Sale Type:
1 st Mtg Document #:
Document M
2nd Mtg Amountffype:
I
Deed Type:
2nd Mtg Int. Rate/Type:
/
Transfer Document #:
Price Per SgFt:
New Construction:
Multi/Split Sale:
Title Company:
Lender:
Seller Name:
Prior Sale Information:
Prior Rec/Sale Date: /
Prior Lender:
Prior Sale Price:
Prior 1st Mtg Amt/Type:
/
Prior Doc Number:
Prior 1st Mtg Rate/Type:
/
Prior Deed Type:
Property Characteristics:
Year Built / Eff: I Total Rooms/Offices: Garage Area:
Gross Area: Total Restrooms:
Garage Capacity:
Building Area: Roof Type:
Parking Spaces:
Tot Adj Area: Roof Material:
Heat Type:
Above Grade: Construction:
Air Cond:
# of Stories: Foundation:
Pool:
Other Improvements: Exterior wall:
Quality:
Baseme,it Area:
Condition:
Site Information:
http://pro.reaIquest,com/j sp/report. jsp?&client=&action=confirm&type=getreport&recordn... 9/14/2012
VACANT
Zoning:
CAMU&;;S"
Acres: 1.70
County Use:
COMMERCIAL
(100V)
Lot Area:
74,080
Lot Width/Depth: x
State Use:
Land Use:
COMMERCIAL
ACREAGE
Commercial Units:
Water Type:
Site Influence:
Sewer Type:
Building Class:
Tax Information:
Total Value:
$805,000
Assessed Year: 2012
Property Tax:
Land Value:
$805,000
Improved W
Tax Area:
5477
Improvement Value:
Tax Year:
Tax Exemption:
Total Taxable Value:
$805,000
http://pro.reaIquest,com/j sp/report. jsp?&client=&action=confirm&type=getreport&recordn... 9/14/2012
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EXHIBIT B
SCOPE OF DEVELOPMENT
Developer and City agree that the Development shall be undertaken in accordance with the terms
of the Agreement, which include the following:
1. The Project. Developer shall upgrade the existing static sign with the New Digital
Billboard in accordance with the terms of this Agreement. The New Digital Billboard consists of
one (1) 75' tall, "bulletin" size freeway -oriented billboards with a total of two (2) digital displays
(each display measuring 14' x 48') within the 405 FWY-Alameda Site. As required by the City
at the time of the final development of the site adjacent to the 405 FWY Alameda Site,
Developer shall install underground all utilities necessary for the New Digital Billboard. Prior to
such final development which may take several years following the execution of the Agreement,
Developer may maintain above -ground utilities for the New Digital Billboard per the plans
attached at Exhibit "F" hereto; provided that if development does not commence within three (3)
years of the Effective Date of this Agreement, Developer shall install underground all utilities
necessary for the New Digital Billboard within six (6) months from the date of any notice by the
City requesting such underground installation. Such six (6) month period may be extended for
such time as necessary to account for any Force Majeure event or delays by the City in
processing the plans for the undergrounding of the utilities (provided Developer notifies City in
writing within thirty (30) days of experiencing the delay). Developer and Clear Channel
Outdoor shall collaborate with the design, plan check and installation and share the costs of the
above -ground and underground utilities.
2. Building Fees. Developer shall pay all applicable City building fees, as described at
Section 2.5 of this Agreement, at the time that a building permit is issued for the installation of
the New Digital Billboard on the 405 FWY-Alameda 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 (where
authorized pursuant to the 405 FWY-Alameda Site Lease) and the 110 FWY
Billboard, including but not limited to, the displays installed thereon, and all
related on-site improvements, easements, rights-of-way and, if applicable, at its
sole cost and expense, including, without limitation, artwork (as it relates to the
110 FWY Site only), poles, lighting, signs and walls, in good repair, free of
graffiti, rubbish, debris and other hazards to persons using the same, and in
accordance with all applicable laws, rules, ordinances and regulations of all
federal, State, and local bodies and agencies having jurisdiction over the Site
unless those federal, State, and local bodies have an exception for a legal
nonconforming use. Such maintenance and repair shall include, but not be limited
to, the following: (i) sweeping and trash removal related to the Development; (ii)
the care and repair or replacement of the artwork as to the 110 FWY Billboard if
Development Agreement - Ordinance No. 12-1499 B-1
01007/0005/107783.11
damaged by the Development; (iii) the ongoing maintenance by the Developer of
the access road to the New Digital Billboard to minimize dust caused by the
Development; and (iii) the repair, replacement and repainting of the New Digital
Billboard and 110 FWY Billboard structures and displays as necessary to
maintain such billboards in good condition and repair.
(b) Maintenance of the New Digital Billboard Site (where authorized
pursuant to the 405 FWY-Alameda Site Lease) and 110 FWY Billboard Site in
such a manner as to avoid the reasonable determination of a duly authorized
official of the City that a public nuisance has been created by the absence of
adequate maintenance of the Development such as to be detrimental to the public
health, safety or general welfare or that such a condition of deterioration or
disrepair causes appreciable harm or is materially detrimental to property or
improvements within three hundred (300) feet of the 405 FWY-Alameda Site.
(c) Developer shall coordinate with Clear Channel Outdoor Inc. or
successor sharing utilities or access roads to its separate billboards. The City may
designate alternative access for planning purposes so long as such alternative
access allows Developer to access its billboard and related utilities.
4. Other Rights of City. In the event of any violation or threatened violation of any of the
provisions of this Exhibit `B," then in addition to, but not in lieu of, any of the rights or
remedies the City may have to enforce the provisions of this Agreement, the City shall have the
right, after complying with Section 5.4 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 Developer for any actual maintenance costs incurred in performing same, and (ii) to
withhold or revoke, after giving written notice of said violation, any building permits,
occupancy permits, certificates of occupancy, business licenses and similar matters or approvals
pertaining to the 405 FWY-Alameda Site or any part thereof or interests therein as to the
violating person or one threatening violation.
5. No City Liability. The granting of a right of enforcement to the City does not create a
mandatory duty on the part of the City to enforce any provision of 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 and, where stated, and artwork backing on the 110
FWY Billboard, respectively, shall conform to all applicable provisions of the Carson Municipal
Code (CMC) and the following conditions, in a manner subject to the approval of the Planning
Officer or designee:
(a) A building permit will be required, structural calculations shall be
prepared by a licensed civil engineer and approved by the City Building Official.
Development Agreement — Ordinance No. 12-1499 B-2
01007/0005/107783.11
(b) The Billboard shall be located in the portion of the 405 FWY-
Alameda Site shown on Exhibit "C", and shall be of the dimensions described in
Section 1, above.
(c) The size of each sign display of New Digital Billboard shall not
exceed a maximum area of 672 square feet with no more than 128 total feet of
extensions or borders and shall not to exceed a maximum height of 75 feet,
including all extensions, and shall be spaced at intervals that are no less than 500
feet from any other billboard on the same side of the freeway and measured
parallel to the freeway as depicted in the Site Plan and Elevations at Exhibit "C"
approved by the City as part of the Development Approvals.
(d) The New Digital Billboard pole shall be of a gray color subject to
the approval of the City's Development Services Manager or designee.
(e) Plans and specifications for the proposed installation of the New
Digital Billboard, including plans for the temporary overhead undergrounding or
of all utilities, shall be submitted to the City Planning and Building Departments
for plan check and approval prior to the issuance of building permits.
(f) Prior to the approval of the final inspection, all applicable
conditions of approval and all mandatory improvements shall be completed to the
reasonable satisfaction of the City.
(g) Developer shall maintain the 405 FWY-Alameda 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 dully
and valid city, county or state ordinance with jurisdiction over the facilities,
unless the Development is exempted as a legal nonconforming use.
(h) Developer shall, at all time, comply with the approval for the New
Digital Billboard from the California Department of Transportation Outdoor
Advertising Division and shall maintain acceptable clearance between proposed
billboards and Southern California Edison distribution lines.
(i) The Developer shall pay any and all applicable fees due to any
public agency prior to the final issuance of the building permits.
0) The activities proposed in this Agreement shall be conducted
completely upon the 405 FWY-Alameda Site and 110 FWY Site and shall not use
or encroach on any public right-of-way.
(k) Developer shall ensure that all access to the New Digital Billboard
and 110 FWY Billboard is kept restricted to the general public to the extent
permitted under local laws and by the 405 FWY-Alameda Site Lease.
(1) If any portion of the landscape or artwork installed adjacent to the
New Digital Billboard or 110 FWY Billboard is damaged by the Development
Development Agreement — Ordinance No. 12-1499
01007/0005/107783.11
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and becomes damaged, or otherwise in need of replacement, as determined by the
City's Planning Department Manager/Officer or designee, the Developer shall
ensure that the replacement is accomplished within fourteen (14) days of
notification by the City, unless such time is extended by the City's Planning
Officer or designee if Developer shows unusual circumstances requiring more
time to accomplish such replacement. Developer or Owner may trim such
landscaping so as not to block the billboards.
(m) Developer shall be required to install all temporary overhead or
underground utilities in connection with the New Digital Billboard. To this end,
City shall cooperate with the Southern California Edison requirement upon
Developer to upgrade Developer's current electrical service to the New Digital
Billboard requiring the installation of electrical conduit approximately 1300 feet.
(n) Developer shall comply with all necessary NPDES requirements
pertaining to the proposed use, to the extent applicable.
(o) All graffiti shall be adequately and completely removed or painted
over within 48 hours of notice of such graffiti being affixed on the Development.
(p) Prior to final sign off of the building permit for the New Digital
Billboard, all City -Oriented Billboards shall be completely removed.
(q) Prior to final sign off of the building permit for the New Digital
Billboard, the artwork backing shall be installed at the 110 FWY Billboard Site.
(r) Developer shall comply with State law regarding the limitation of
light or glare or such other standards as adopted by the Outdoor Advertising
Association of America, Inc. (OAAA), including but not limited to, the 0.3 foot-
candles limitation over ambient light levels and ensuring additional flexibility in
reducing such maximum light level standard given the lighting environment, the
obligation to have automatic diming capabilities, as well as providing the City's
Planning Officer 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 Planning Officer or designee, Developer shall perform a brightness
measurement of the display using OAAA standards and provide City with the
results of same within 5 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.
Development Agreement — Ordinance No. 12-1499 B-4
01007/0005/107783.11
EXHIBIT C
DEPICTION OF BILLBOARD SITES
[See following page]
Development Agreement — Ordinance No. 12-1499
C-1
01007/0005/107783.11
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EXHIBIT D
SCHEDULE OF PERFORMANCE
ITEM OF PERFORMANCE
TIME FOR
REFERENCE
PERFORMANCE
1. Developer to provide copy of 405
At least 20 days before Planning
2.2
FWY-Alameda Site Lease
Commission hearing
2. City's Planning Commission holds
October 9, 2012
Recitals
public hearing and recommends
approval of Agreement and
Conditions of Approval
3. City's City Council holds hearings
November 6, 2012 (1St
Recitals
to approve Agreement and first and
Reading); , 2012 (2nd
second reading of Ordinance
Reading) provided Developer
has fully executed the
Agreement
4. Effective Date of this Agreement.
30 days following Council's
N/A
second reading of Ordinance, or
2012.
5. Developer prepares and submits to
Within 120 days of the
3.4
City working drawings
Council's second reading of the
specifications and engineering, City
Ordinance approving this
commences approval process.
Agreement
6. Developer to provide copy of
Prior to the City's issuance of
1.1.13
Caltrans approval to City
all necessary permits per No. 7
below
7. Developer to complete the
Within 60 days from securing
3.3
demolition and complete removal
building permit, but no later
of the City -Oriented Billboards
than upon securing Final
Permit;
8. Developer to submit to the Planning
Concurrent with the timing to
3.2
Department the proposed artwork to
No. 7 above
be installed on the back of the 110
Freeway Billboard.
9. Developer to complete installation
Within 30 days of the Planning
3.2
of artwork on the back of the 110
Department's approval of the
D-1
Development Agreement — Ordinance No. 12-1499
0100710005/107783.11
ITEM OF PERFORMANCE
TIME FOR
REFERENCE
PERFORMANCE
Freeway Billboard.
proposed artwork.
10. City to approve all construction,
Within 30 days of City's receipt
3.3, 3.4
engineering drawings and
of Applicant's construction
specifications with a plan check
drawings and specifications
approval and issue all necessary
addressing all of City's
permits, including but not limited
comments
to, a building permit.
11. Developer to submit proof of
Prior to commencing any
7.1.2
insurance to City
inspections and work on the
Project
12. Developer pays City first
Within I year of Developer
2.6
installment of Development Fee if
receiving Final Permits
Developer receives Final Permits
13. Developer pays City second
Beginning within 2 years of
2.6
through tenth twentieth installments
Developer receiving Final
of Development Fee if Developer
Permits, and ending 10 years
receives Final Permits
thereafter (with another 10 year
option). Each payment
occurring at the end of each
year of the Term.
14. Developer pays the Alternative Fee
Within 90 days of the end of
2.7
if in excess of the Development
each year of the Term
Fee.
It is understood that this Schedule of Performance is subject to all of the terms and
conditions of the text of the Agreement. The summary of the items of performance in this
Schedule of Performance is not intended to supersede or modify the more complete description
in the text; in the event of any conflict or inconsistency between this Schedule of Performance
and the text of the Agreement, the text shall govern.
The time periods set forth in this Schedule of Performance may be altered or amended
only by written agreement signed by both the Developer and the City. Notwithstanding any
extension of the Term in the manner described in, and subject to the provisions of, Section 3.5,
the City Manager shall have the authority to approve extensions of time set forth in this Schedule
of Performance without action of the City Council not to exceed a cumulative total of 180 days.
Development Agreement — Ordinance No. 12-1499
D-2
01007/0005/107793.11
EXHIBIT E
DEVELOPER'S PRODUCTION SPECIFICATION SHEET
ARTWORK SPECS
14' x 48' Bulletins (not including extensions)
File Size: Full Scale 3/16" = 1' Scale
168" x 576" or 2.625" x 9"
9 D.P.I. min. 576 D.P.I. min
File Format: Preferred Other
Photoshop (.psd) or Photoshop (.eps)
Photoshop PDF (.pdf)
JPEG (.jpg)
E-1
01007/0005/107783.11
EXHIBIT F
TEMPORARY ABOVE -GROUND UTILITY PLAN
(See following page]
F-1
01007/0005/107783.11
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