HomeMy Public PortalAbout10D Third Amendment to Digital Billboard Advertising and Amortization Agreement with TC GatewayAGENDA
ITEM 10.0.
MANAGEMENT SERVICES DEPARTMENT
MEMORANDUM
DATE: December 15, 2015
TO: Honorable Mayor and City Council
FROM: Bryan Cook , City Manager
By: Brian Haworth , Assistant to the City Manager
Michael Forbes, Community Development Director
SUBJECT: THIRD AMENDMENT TO THE DIGITAL BILLBOARD ADVERTISING
AND AMORTIZATION AGREEMENT BETWEEN THE CITY OF TEMPLE
CITY AND TEMPLE CITY GATEWAY, LLC
RECOMMENDATION:
The City Counci l is requested to:
a . Review and ap prove the Third Amendment to the Digital Billboard Advertising and
Amortization Agreement between the City of Temple City and Temple City
Gateway , LLC ("Third Amendment"), thereb y removing a canopy requirement as a
performance benchmark for bil lboard operation ;
b . Direct staff to request Planning Commission approva l to amend Conditional Use
Perm it No . 1 1-2332 , removing the canopy requirement associated with property
improveme nts at 5402 Rosemead Blvd .; and
c . Upon Planning Commission approval of the amended conditional use permit,
authorize the City Manager to execute the Third Amendment with Temple City
Gateway , LLC.
BACKGROUND:
1. On September 13 , 2011 , the Planning Commission approved Conditional Use
Permit No . 11 -2 332 (Attachment "A") authorizing a number of improvements at
5402 Rosemead Blvd ., notab ly construction of a new digital billboard , on-site
building and landscap ing enhancements, and t he installation of a canopy with
signage (the latter to state TEMPLE CITY GATEWAY as a visual placemaking
monument per Attachment "B"). Approval was granted upon subsequent execution
City Council
December 15, 2015
Page 2 of 5
of an amortization agre em e nt specify ing project terms and performance
benchmarks .
2 . On October 6 , 2011 , the City Counci l ("Counci l") approved an advertising and
amortization agreement ("Agreement") with the Delorenzo Family Trust (now
Temple City Gateway , LLC or "Gateway") to operate the billboard for 40 years i n
exchange for the above -mentioned improvements . Provided as Attachment "C",
the Agreement also avails the City with a number of free billboard advertising slots
for promotion of its even ts and programs .
3 . On February 4 , 2014 , Council approved a first amendment to the Agreement that
addressed nuances with digital billboard installation (Attachme nt "0 "). Specifically ,
that amendment set forth detailed guidelines for content, design and programming
of the City 's free advertising slots; as well as clarified (discounted) advertising rates
for local businesses . The changes also included a provision regarding digital
billboard visibili ty -i.e ., the City would not instal l trees , landscaping or fixtures in
the billboard 's vicinity, which could materially impair its visibility .
4 . On September 2 , 2014 , Council approved a second amendment to the Agreement
memorializing the City's removal of a streetlight and two pole banners adjacent to
the billboard (Attac hment "E"). More importantly , the amendment provided Temple
City Gateway, LLC a time extens ion (unti l July 31, 2016) to complete the project's
last phase: on-site landscaping improvements and in sta llation of a canopy with
signage . This revision granted Temple City Gateway, LLC an opportunity to
properly market the project's rear portion without the canopy stifling any future
potential development, or requiring its future alteration or re locatio n.
5 . On February 28 , 2015 , Temple City Gateway , LLC requested a third amendment to
the Agreement removing the canopy requirement. Representatives claim the
canopy is a deterrent for prospective te nants as it could visually compete w ith a
future building and its incorporated branding e lements . Furthermore , canopy
footings can impede the property 's a lready limited development potential ,
particularly as it perta ins to vehicle access and on-site parking .
6 . In November 2015 , City and Gateway representatives reached a proposed ,
tentative agreement that in -lieu of the canopy , Temple City Gateway , LLC would
pay the City $50,000 as a provision of public benefit (Attachment "F"). Subsequent
use of those funds would be at the City 's discretion , as long as the monies would
create or maintain placemak ing elements c itywide-e .g ., new stree t signage and
gateway en tries ; and maintenance or replacement of streetscape fixtures like bus
shelters , pole banners , etc.
City Council
December 15, 2015
Page 3 of 5
ANALYSIS:
Over the past 18 months , Gateway representatives have dil igently marketed a proposed
build-to-suit opportunity with the intent of capturing a well-known quick serve re staurant.
Unfortunately, they have reported a lack of success from prospective tenants as the
property has a number of limitations including :
• Being situated on a non-signalized and non-intersection corner.
• Having poor vehicular access to southbound Rosemead Blvd .
• Irregular lot shape with an incompatible , on-site smog test station.
• Minimal foot traffic and lack of multi-tenant draw.
Initially, the canopy was believed to be a valuable component in helping t o attract a
qualified anchor tenant g iven its high -profile design and placemaking intent. Recent
development prospects have concluded the contrary, citing the canopy as another -
and significant-barrier to the site 's future viability .
Advertising and Amortization Agreement
Under the existing agreement , Temple City Gateway, LLC is permitted to operate the
billboard as long as it completes four development phases . Of those benchmarks , three
are complete that involve billboard installation and enhancements to the property 's on-
site smog station . Th e remaining phase -installation of the canopy and associated
lighting by Dec. 31, 2016 -is currently on-hold , as are on -site landscaping
improvements to the smog center and adjacent car wash structure . Existing site
conditions are depicted by Attachment "G ".
Provided as Section 1 of the Third Amendment , revised language proposes to eliminate
installation of the canopy (and associated lighting). Nevertheless , Temple City Gateway,
LLC will still be required to provide on-site landscaping improvements by December
2016 . Plans for those improvements will require review and approval by the Community
Development Director prior to insta llation .
The Third Amendment includ es a new provision (Section 8) requmng in-lieu of the
canopy , Temple City Gateway , LLC will pay the City $50 ,000 as a provision of public
benefit. Those monies will be provided per the following schedule :
•
•
An application cost of $1 ,757 to amend the project's existing Conditional Use
Permit.
Twelve monthly installments , beginning on the first day of the first month following
execution of the Third Amendment. Those payments will continue on a monthly
basis with no interest, deferment or postponement with amounts totaling :
City Council
December 15 , 2015
Page 4 of 5
--$16 ,081 by the fourth monthly installment.
--$32,162 by the eighth monthly installment.
--$48 ,243 by the twelfth and final monthly installment.
In the event Temple City Gateway, LLC fails to pay per the above schedule , the Third
Amendment includes a provision reverting back to installation of the canopy by
December 31 , 2016. If this condition of default is not met , the City could indefinitely
cease billboard operation .
Next Steps
Should Council approve the Third Amendment , staff will subsequently present the
Planning Commission a request to amend Conditional Use Permit No. 11-2332. This
action would be a formality, ensuring that its development conditions are consistent with
milestones of the (amended) advertising and amortization agreement.
Whi le Temple City Gateway, LLC wou ld no longer be required to provide the canopy, the
City Manager and his staff will continue to assist Gateway representatives in preparing
the site for future redevelopment. A progress report on the property's tenant recruitment
efforts will be presented to Council by early summer.
CITY STRATEGIC GOAL:
Recommended actions contained in this report align with the Strategic Plan 's Economic
Development goal, i.e ., the facilitation of private sector investment and associated
business attraction efforts .
FISCAL IMPACT:
Execution of the Third Amendment wi ll result in total Genera l Fund net revenue of
$48 ,243 , exclusive of the $1 ,757 application cost to amend the project's conditional use
permit.
All collected net revenues -as payments over the course of 12 months -will be
deposited into a designated General Fund account for purposes of creating or
maintaining placemaking elements citywide . Use of the funds will be made at the City
Manager's discretion , with balances communicated as part of regularly scheduled City
Budget updates .
City Council
December 15, 2 015
Page 5 of 5
ATTACHMENTS:
A. Conditio nal Use Permit No. 11 -2332
B . Architectural Overhang Sign Rend erin g
C . Advertising and Amortizatio n Agreement
D . First Amendment to th e Advertising and Amortization Agreement
E . Second Amendment to th e Advertising a nd Amort izati on Agreement
F. Proposed Third Amendment to t he Advertising and Amortizatio n Agreement
G. Current Site Condition s
ATTACHMENT A
RESOLUTION NO. 11-2332 PC
A RESOLUTION OF THE PLANNING COMMISSION OF THE CllY OF TEMPL E CITY
APPROVING THE FOLLOWING PROJECT: CUP 11-1777 -A CONDITIONAL USE
PERMIT TO ALLOW THE FOLLOWING IMPROVEMENTS AT PROPERTY
ADDRESSED AS 5402 ROSEMEAD BLVD. AND 9011 OLIVE ST: 1. CONSTRUCTION
OF A 500 SQUARE FOOT ADDI T ION TO AN EXISTING AUTO REPAIR BUILDING; 2.
EXTERIOR REMODEL OF AN EXISTING A UTO REPAIR BUILDING ; 3. EXTERIOR
REMODEL OF AN EXISTING SELF-SERVE CAR WASH BUI LDIN G ; 4 .
CONSTRUCTION OF AN ARCHITECTURAL CANOPY SPANNING THE DISTANCE
BE1WEEN THE AUTO REPAIR BUIL DING A ND THE SELF -SERVE CAR WASH
B UILDING; 5. REP LACEMENT OF A 14' BY 48' OUTDOOR ADVERTISING
STRUCTURE (BILLBOARD) WITH A NEW 14' BY 48' DIGITAL LED (LIGHT EMITIING
DIQDE) OUTDOOR ADVERTISING STRUCTURE (DIGITAL BILLBOARD). (PIERRE
DELORENZO I DELORENZO & DEMARCO FAMILY TRUSTS) (CUP 11-17n)
T he Planning Commiss ion of the City of Temple City does hereby resolve:
SECTION 1. Based upon informat_lo n presented in a Staff Report dated
September 13 , 201 1, and based upon a Public Heari ng on September 13, 2011 to
consider a Cond itional Use Permit, the Planning Commission makes t he follovling
findings:
Condltional Use Permit Findings:
1. That the site for the proposed use is adequate in size, shape , to pography and
circum stances in that the site contains 14 ,677 square feet of land area , which
is adequate tor the proposed project which includes a 500 square foot addition
to an existing auto re pair use, exterior improvements to an existing auto repai r
use and self-serve car wash , and the upgrade and replacement of an existin g
billboard; anc;!
2 . That th e site does have sufficient access to streets, adequate In width a nd
pavement type to carry the qua ntity and quality of the traffic generated by the
proposed use In that the site is accessed by Rosemead Boulevard and from
O live Street. Rosemead Boulevard is a *primary road" as identified by the
City's General Plan, which will have the capacity to carry the quantities of the
traffic that will be generated by the proposed uses; and
3. That the proposed use will not have an adverse effect upon the use,
enjoyment or valuat ion of adjacent or neighbori ng properties or upon the
public welfare in that the proposed development is consistent with its land
use d esignation, is consistent with Ordinan ce No. 11-941 regarding
upgrading existing billboards, and the conditi ons of approva l includ ed for thi s
project will be more than adequate to add ress any perceived Impa cts to the
surrounding neighborhood .
Resolulion No. 11-2332 PC
5402 Rosemead Blvd. & 9011 Olive SL
Page2of7
Require d Fin dings Pursuant to Ordin ance No. 11-94 1:
1 . The outdoor advertis ing structure must be modernized and upgraded
to meet the criteria listed in Section 9411 .1 of the Temple City
Municipal Code . except that:
a. The maximum height of the outdoor advert isi ng struct ure measured
from grade le vel of the lo t upon which such st ru cture is located to the
hig hes t poin t of the structure may be up to, but shall not exceed , 45
feet.
Finding: The propos ed billboard Is 43 feet , G inches tall.
b . The outdo or advertising structure may be locate d withi n 200 feet of a
resi den ti al zone , but only if the existing out door advertising structure
is being dismantled and a new structure is being constructed on the
sam e site and the City determines that the be nefit of the new structure
outwe ighs the im pact of Its proximity on the resi dential zone.
Fi nding : The existi ng billboard on the property is bei ng
disma ntled and a new digita l bill b oard is proposed to be
co ns tructed approxim at el y 12 0 feet fro m R-2 zo n e d property.
Th e Impa ct of t he pr oposed new digita l bill board o n t he R-2
zone d property Is outweighed by the benefit the new billboar d
will provide because th e new bi llboard is more ae sthetically
pleasing than th e existing b i llboard and will contribute to the
rev italization of the area s urrounding the R ~2 property.
2. The outd oor advertizlng stru ct ure m ust be modernized a nd up grad ed
to meet the foflowing r equirements in ad dition to those in Section
94 1 1.1.
a. The outdoor advertisin g stru ctu re m ust re main in t he same location or
be d is mantled and a new structure const ructed at another location on
the same lot, provided t he City determines the new structure provides
pubnc benefrts not provid ed by the old structure . The outdoor
advertising structu re shall not be moved to a different lot.
Fi nding : The existing billboa r d is propos ed t o b e di smantl ed and
a new di g i tal billboard is proposed to be located a pproximately
20 feet north of w here the exi sting billboa rd is located. T he
proposed digi t al billboard will p ro vid e p·u b llc be nefits not
provided by the existing billboard because it will advertise Ci t y
ev ents o n a rotati ng b asis and will contri b ute to the overall
revitalizati on o f the area.
------------
Kesolutlon No. 11-2332 PC
5402 Rosemead Blvd. & 9011 O live Sl.
Page 3 of 7
b . Th e message surface area of the outdoor adver:t ising st ructure shall
not exceed 700 squa re feet.
Find ing: The proposed billboard screen (each side) is 672 square
feel
c. The outdoor advertising structure shall be com patible w ith uses and
structu res on the site and In the surrounding area .
Finding: The proposed billboard features a dec orative brushed
aluminum frame which will be architecturally compatible with the
remodeled buildings on the site. The proposed billboard is also
compatible with uses and structures in the s urrounding area
because it is located in a h eavy commercial area.
d . The outdoor advert ising structure must display content digitally on an
LE D screen or by equivalent technology . Any d igital outdoor
advert isin g structure shall display con tent for ·at least 6 seconds
befo re changing scree n displays . No flashing dig ital content is
permitted.
Finding: The conditions of ap.provat for this project will require
digita l content to be displayed for at least 6 seconds and prohibit
flashing content.
e. The outdoor advertisi ng structure shalt not create a traffic or safety
pro blem with regard to on-site access , drcutation or visibility.
Finding : The proposed billboard will be located and designed In
such a way to comply with this requirement,. in fact it will be
supported by a single arm which will not interfere with
circulation or visibility.
f . The outdoor advertising structure shall not interfere with on-site
parking or landscaping required by City ordinanc~ or permit.
Finding: The proposed billboard will be located and designed in
such a way to comply with this requirement, in fact it will be
s uppo rted by a single arm which will not interfere with onsite
parking or landscaping.
g. The existing outdoor advertising structure must" be capable of being
safe ly modernized an d upgraded or the existing structure must be
completely removed before construction of the new outdoor
advertising structure may commence. If more than six months pa sses
between the removal of the existing structure and the commencement
Resolution No. 1 1-2332 PC
5402 Rosemead Blvd. & 9011 Olive St
Page 4 of 7
of the construction of the new structure, such lapse shall no t be
deemed a discontinuance of the utilization of a n.onconforming use for
the purposes of Section 9273(A)(3) of this Code.'
I
Finding: The conditions of approval for the: project require the
existing billboard to be completely dismantled before
construction on the new digital billboard may:commence.
3 . If the applicant for a CUP to modernize an existing outdoor advertising
structure does not own the property on which the outdoor advertising
structure is located , the applicant must submlt proof of the
landowner's consent to the proposed modernized outdoor advertising
st ru cture.
Fi nding: The applicant for this p roject is a l so one of the property
owners, and all property owners on title will be requi r e d to
submit con sent.
4 . Any person who obtains a CUP to modernize an existing outdoor
advertis!ng st ructure pursuan t to this section shall be required to enter
into a wr itten agreement wit h the City providing for the amortization of
the outdoor advertising structure and the provision of advertising
space to the C ity.
Finding: The applicant Intends to sign the amortization
agreement approved by the City Council.
SECTION 2. This project should result i n no signi fi cant effects upon the
environment, a Negative Declaration has been prepared for t his Cond itional Use
Permit {CUP 11 -1777) and the Planning Commission he reby adopts a Negative
Decla ration in accordance with the State CEQA G uidelines . The initia l statement as
prepared indicates th at there is no potenti al for adverse impaci to the environment
as it rela tes to all wild anima ls, bird s , plants , fi sh , amphibians and related eco logical
communities, including the habitat upon which the wildl!fe depends for its conti nued
viability.
SECTION 3. Based upon the above fin dings, the Planning Commission
hereby approves C onditional Use Permi111 -1777, subject to t he followi ng conditions:
1. The proposed developmen t, in clud ing the addition to the auto repai r buildin g, exterior
improveme nts to the auto repair building and self serve :car wash , and the installation
of the upgraded outdoor advertising structure (billboard) shall be construct ed in
substantial compl iance With the submitted plans date stamped March 15, 20 11.
Resolution No. 11 ·2332 PC
5402 Rosemea d·Bivd . & 901 1 Olive St
Page 5 or 7
2. T he applicant and/or property owner shall be re quired to enter into a wril1en
agreement wlth the City providing for th e amortization of the outdoor advert isin g
structure and the provision of advertising space to th e City. .
3 . The property shall be consistently maintained and kep t free of weeds , trash, debris,
abandoned vehicles, vacated equipment, etc. to the satisfa ction of the Community
Development Departmen t.
4. Detailed Sign Plan s shall be submitted prior to issuance of building permits for all
exterio r signage. No "canned" signs shall be allowed at the project site. All onsite
signage shall be in compliance with the City's sign ordinance. All si gnage reviewed
and approved by the Community Deve lopment D epartme nt shall requi re
appropriate Building perm its and approva ls by th e Community Deve lopment
Depa rtment .
5. Any graffiti o r acts of vandalism shall be rem oved or repaired within 24 hours.
6. A detailed lands cape and irrigation plan pr epa red by a licensed L andscape ArcJ1ilect
shall be s ubmitted and approved by the Community Development Director or his
designee prior to the issuance of building permits. Said landscaping sha ll be
continuously ma inta ined .
7 . Street trees and parkway landscaping shall be provided to the satisfaction of the
Community Development Directo r and Parks and Recreation Di rector.
8. The conditions of approval contained In this Resolution may be enforced by the
Sheriff's Office as well as by City staff. Any violation of any condit ion is a
misdemeanor and may be processed directly by criminal complaint. The indemnity
and e nforcement provisions of the Conditional Use Permit shall also be enforced
as set forth therein .
9 . All proposed mechanical equipment should be screened· from public view at all times
Th e location of such equipment shall be approved by th e Community Dev:e lopment
Department.
1 o. All activities and functions at the site shall b e subject to the City's noise Ord inance.
Any violation of the City's noise Ordinance as contained in Sections 9280 to 9282.1
shan be grounds for revocation of this Conditional Use Permit.
11 . Disposal of Construc tion Waste: No construction activity waste material of any kind ,
includi ng plaster, cement, paint, mud, or any other type of c1ebris or fi quid shall be
allowed to be dis posed of in the street or gutter, storm drai n or sewer system . All
debris spills sha!l be removed dally and the sub)ect site shall use necessary dust
control measures. Fa ilure to comply with th is condition will result In charges being filed
with the District At1orney . (TCMC 3400-341 1)
R esolul1on No 1 1 -2 332 PC
5402 Rosemead Blvd . & 9011 Ohvc St
Page 6 of 7
12. Th is Conditional Use Permit shall expire 24 months from the dat e of approval if sa1d
approval is not exercised within that time. If the project is not commenced prior to the
expiration date, the appl icant may apply in writing fo r an extension of \ime at least forty
(40) days ~fore the expiration date.
13. Any modification to this application shall require a separate public hearing and a
modification to this Conditional Use Permit.
14 . The building construction plans shall include a blue-line sheet(s) showing each page
of this Resolution includi ng all conditions of approval contained herein.
1 5. This Resolution shall not become valid until such time that the applicant and property
owner has signed a copy of the Resolution acknowledging acceptance of the
Conditions of Approval.
16. Any digital outdoor advertising st ructure shall display content for at least 6 seconds
before changing screen displays. No f la shing digi tal content is permitted.
17 . The existing outdoor advertising structure on the property must be completely
d ismantled and removed before construction may commence on a new digital outdoor
advertising structure on the property.
SECTION 4 . The Secretary shalt certify to the adoption of this Resolution ,
and forward a copy to the City Council.
~124
1 hereby certify that the fq regoing Resolutio n was adopted by the Plan ning
Commission of the City ofT emple City at a regular meetin g held on the 13th of September
2011, by the followin g vote :
AYES:
NOES:
ABSENT:
ABSTAIN :
Commissioner-Leung, 0' Leary, Seibert
Commissioner-Horton
Commissioner-Cordes
Commissioner-None
S cretary
----·--·--------
Resolution No. 11-2332 PC
5402 Rosemead Blvd & QOll 011ve St
Page 7 of 7
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BUILDING ELEVATIONS
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Document exempt from recordi ng
ATTACHMENT C
fees pursuant to Cal . Gov. Code§ 6103.
RECORDING REQUESTED BY COPYot Document Recorded
AND WHEN RECORDED MAIL TO: At------,..,.,...__
City . of Temple City
9701 Las Tunas Drive
Temp le City, CA 91780
A Til'J : Co mmunity Developm en t Dept .
Has not bt
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'--------_../
SPA CE ABOVE TH IS LINE FOR RECORDIN G USE
DIGITAL BILLBOARD ADVERTISING AND
AMORTIZATION AGREEMENT
by and between the
C ITY OF TEMPLE CITY
and
DEL ORENZO FA~ Y TRUST
Dated OCTO BE R 6 '2011
RJV 14842-71l 2-36S7 vJ
DIGJT AL BILLBOARD ADVERTISING AND AMORTlZA TION AGREEMENT
This Digital Billboard Advertizing and Amortization Agreeme nt ("Agreement"), whi ch is
dated for reference as indicated on the cover page, is hereby entered into by and between the
CITY OF TEMPLE CITY, a California charter city ("City") and the D E LORENZO F AMlL Y
TRUST (''Digital Billboard Owner") on the fo llowing terms and conditions:
RECITALS
A . New o utd oor advertizin g structures (her eina ft er referred to as "billboards") are
prohibit.e d io the City of Temple Ci ty except for in the M-1 zone. However, Section 9329 of the
T emple City Muni c ipal Code a ll ows exi sting legal non-confonni ng billboards to be upgraded
and modern ized subject to a Condi ti ona l Use Permit.
B. A legal non-confonni ng bill board currently exis ts on the Property ("Existing
Billboard"), as well as a self-serve car wash and automobile repair shop. Tile Digital Billboard
Owner has applied for and obtained a Conditional U s e Permit to expand a nd remod el the exist ing
car wash and repair shop on the Prope rty and to m odernize the Existing Billboard as provided for
in Section 9329 ofthe Temple City Municipal Code ("CUP 11·1777"}.
C. CUP ll-1777 allows the Digital Rillboard Owner to demolish the Existing
Billboard and construct a dual-sided 14'x 48' LED digital billboard on the Property (''Digital
Billboard"). .
D . Subsection (B)(4) of Section 9329 requ ires any pers on who ohtains a Condit ion al
use perm it to modernize an exist ing billboard to enter into a written agreement wit h the C ity
providin g for the amortization of the new, m odernized digital bill boa rd and the provis ion of
adverti zi ng s pace to the City on the ne w di gita l billboard.
E . The Di gital B illboard Owner is a co-owner ofthe Pr o pert y. The Digi tal Billboard
Owner has s ubmitted proof of the other c o-owner's consent to t he ins ta llat ion of the · Digital
Billboard.
DEFINITIONS
''Actio,, shall mean any suit (wh e ther le ga l, equitabl e , or declaratory in nature),
proceeding or hearing (whether administrative or judicial), arbitration or mediation (whether
voluntary, court-ordered, binding, or non-binding}, or other alternative dispute resolution
process, and the tiling, recording, or service of any process, notice, claim, demand, Lien , or other
instrument which is a prerequisite or prelude to commencement of the Action.
"Arnorthation Pulod» shall mean the period of tir:ne the Digital Billboard O wner is
permitted to use the Digi tal Billboard, as provideQ for in Section 2 .1 of thi s Agreement.
"Existing Bj{/board" sha ll mean th at dual-sided, external ly li ghted biltboard located on
the P roperty.
RIV ~8<42·7 1 32·3657 v:J -1-
"City" shall mean the City of Temple City, a charter city and municipal corporation
formed and existing under the laws of the State of California. The tenn "City" shall also include
any assignee of, or successor to, its rights, powers, and responsibilities.
"CJJy Manager' shall mean the City Manager of the City and/or any person designated
and authorized by the City Manager to act in the City Manager's capacity with regard to thi s
Agreement.
"Costs and Expenses" shal l me11n court co~s, filing, record in g, a nd service fees, cop ying
cost s , exhi bit production costs, special media renta l costs , attomeys ' fees, consultan ts' fees,
witness fee s (both lay Sl}d expert), travel expenses, depositjon and transcri pt costs, costs of
preparing noti ces, drums, and demands, investigation costs, and any other cost or expense
reas onably and necessaril y incurred by the party.
''CUP JJ-1777n shall mean that Conditional Use Pennit obtained by Digital Billboard
Owner for the Project.
"Dtifaulf' shaH mean the failure of a party to perfonn any material action or covenant
required by and within the time periods provided herein following_ notice and opportunity to
cure, as set forth in Section 5 .1 [Default] of this Agreement. A material violation of a condi tion
of approval of CUP I 1-I 777 shall be deemed a default .
"DigUal Billboard" shall mean the dual-sided 14' x 48' LEO billboard the Digital
Billboard Owner is permitted to construct on the Property after the demolition of the Existing
Billboard pursuant to Conditional Use Permit I l-1777, as depicted on the diagram attached
hereto and incorporated herein by reference as Attachment "C".
"Digital Billboard Owner" s hall mean th e Delorenzo Family Trust. T he term "Digital
Billboard Owner" shall, to the extent s uch is ex pressly permitted under this Agreement , include
any assignee of, or successor to, the rights and responsibilities of the Digital Billboard O wner
under this Agreement.
"Effective Dtue" shall mean the date the Agreement has been fonnaJly approved by the
City's governing board and executed by the appropriate authorities of the City and Digital
Billboard Owner.
"Project" shall mean the total project described in CUP 11 -17 77, as described in more
detail in Attachment "D" hereto.
"Project Approvals" shaH mean any land use, development, and building approval s and
entitlements required by the City for the de velopment and construction of the Project, including,
but not limited to, Conditional Use Permit No. 11-1777.
11Property" shall mean those certain parcels of reaJ property located at 5402 Rosemead
Boulevard, Temple City, California, and 90\1 Oli ve Street, Temple City, California and
conunonly known as Assessor 's Parcel Numbers 5388-004-0 14 and 53 88 -004-017, a s more
particularly described in the legal description attached hereto and incorporated he rein by
RIV.14842-71l2-3 6S7 v3 -2-
reference as Attachment "A" and as dep icte d on the diagram attached hereto and incorporated
here in by reference as Attachment "B".
"Properly Own~r " sha ll mean th e Delorenzo Family Trust and the Dem arco Fami ly
Trust. "Property Owner" shall include any successors and assignees to the Property Owner's
interests in tl1 e Pro perty."
OPERATIVE PROVIS IONS
NOW, THEREFORE, in consideration of the mutua l promises and covenants made by
the parties an d contained herein and other consi deration, the value and a dequacy of which arc
hereby acknowledged, the parties agree as follows :
ARTICLE I-PROVISION OF ADVE'RTISING SPACE TO CITY
1.1. Advertising Soace. Digital BiUboard Owner shall make advertising space on the
Digital Billboard available to the City . One slot in the advertising rotation for the Digital
Billboard shall be made available to the City a1 all times at no cost to the City. Th e terms upon
which the Digital Billboard Owner shall make advertising space available to the City are more
fully described in Attachment "E" to this Agreement.
1.1.1. City shall not sell the advertising time it is provided pursuant to this
Agreement to any third party.
1.1.2. In the eve nt that th e Digita l Billboard is offline due to generaJ screen
maintenance, screen upgrades or tec hnology failures, there shall be no cany forward of City
advertising minutes . Any failure to provide tb e City with advertisj ng space due to general screen
maintenance, screen upgrades or technology failures shal l not be deemed a Default under this
Agreemen t.
1.2. Non-U se By Cjtv. City shall notify Digital Billboard Ov.rner of any planned
periods of non-use of its advert ising space . Notification shall be given to the Digital Billboard
Owner at least thirty (30) days prior to the commencement of the planned period of non-usc.
Digital Billboard Owner may utilize the City's adverti sing space during any such planned period
of non-use.
1.3. Operation of Digital BiJlbgard . Digital Billboard Owner shall operate the Digital
Billboard in accordance with the Project Approvals , including CUP 11-1777, a copy of which is
attached as Attachmen t "F" to this Agreement. Advenisements and other content displayed shall
be static images only, motion video is prohibited .
1.4. Local Business Discount. Digital Billboard Own er agrees to offer up to twenty-
five percent (25%) of the availab le advertising slots on the Digital Billboard, or up to two (2)
slots, whichever is higher, to businesses located in Temple City at a fifty percent (SO%) discount
off of the Standard Rate Card price for the advertising slots.
1.5. Advertising Content . Digita l Billboard Owner voluntarily agrees to limit the
types of advertising content it will display on th e Digita l Billboard in tl1c following manner:
RIV f~842·7 1 31-36S7v3 -3-
1.5.1 . Digi tal Billboard Owner will not display "~y advert · · th contains ob 'ty d fi ed b . ""' tsmg content at
413 U.S. 15~cenJ 'as e n y the Uruted States Supreme Court in Millerv. CaJifomia (1973)
. . 1.5 2. Digital Billboard Owner will not display any advertisin c conta~s nudity, and all persons depicted on the Digital Di!Jboard shall have their :eni~~~:nr u~~~
area, uttocks and female breasts from th e top of the arcola and bel ow d 1 · ' P IC
not displayed in a sexuall y s uggestive or prurien t manner. • covcre comp etely and
b . 1.5.3. Digital Billboard Owner will not display any advertisil:lg for adult 0 · ted
usmesses, as that term is defined in Sea ion 9455 .2 o f the Temple City Munici al r~d
regardless of whether the odult oriented bu siness is located in T emple City orelsewher:. e,
ARTICLEU ~AMORTIZATION OF DIGITAL BILLBOARD
. . 2.!. Amortization Period. DigitaJ Billboard Owner shal l be permitted to use the
D1g1tal Btllboard for a period of forty (40) years, commencing on the Effective Date of this ~en_t ("~orti.z.atio~ . Period"). ~igital Billboard Owner and City agree that this ~~rttzauon ~er10d 1s _ ~t1c1p?tcd lo provtde Digital Billboard Owner s ufficient time to recoup
~~ mvestment 10 the D1gttaf Btllboard. For the d uration of th e Amortization Period, the Digital
BtUboard shall ~e d eemed to be a legal nonconfonning sign under the Temple City Municipal
Code and ~he CJty shall not seek to remo ve the Digital Bi ll board, except as may be provided
under Section 2 .3 .2 [Early Removal] of thi s A greement.
2.2. Ma~ntenance . The Digital Bill board Owner covenants and agrees fo r irseJf, its
successors and asstgn s, and any successor-in -i nte rest ro the Digital Billboard, or any part thereof
that it wi ll, at its sole cos t and e xpense: '
2.2.1. Maintain the appearance a nd safety of the Digital BiUboard (including a U
improvements and fixtures related thereto) in good order, cond.iti~n. and repair, and free from the
accumulation of tras h, waste materials, and other debris;
2.22. Remove all graffiti placed upon the Digital Billboard (including all
improvements and fi xtures related thereto) within seventy-t wo (72) hours of receiving written
notice as provided in thi s Agreement, or under the City's M unicipal Code, ftom the City. Jn tbe
event of a breach of this covenant and of a failure to cure the breach within fifteen (15) days after
service of a written notice by City, the City or its agents, employees and contrectors shall have
the right to enter upon the Property and Di gital Billboard without further n otice and t o take such
acti ons as are necessary to cure the breach. Digita l Billboard Owner shaH reimburse City fo r all
costs associated with c ure of the breach (including but nol limited to, s taff services,
administrative costs, legal services, and third-party costs), within fifteen ( 15) days after service
of a wrinen notice by City. If Digi tal Billboard Owner fai ls to pay within the time provided,
such costs shall be a Jien upon tbe Digital Billboard, as provided by California Civil Code §
2881 . The C ity may enforce and foreclose su ch lien in any manner legally allowed.
2 .2.3 . Equip the Digital Billboard wi th automatic dimming capability, and ensure
that the light produced by the Digita l Billboard does not exceed 0 .3 foot candles o ver ambient
RlV f41.U-713l.J6S7 vl -4 -
light levels. The light produced by the Digital Billboard shall be measured 250 line ar feet
directly in front of each of the Digital Billboard's faces nt 5 feet above the ground .
2 .3 . Removal ofSign.
2.3.1 . Remova l at End of Amo rti *'1tion Perjod. On or before the expirat ion o f the
Amortization Period, Di gital Billboard Owner shall, at its sole cost and expense, remove the
Digital Billboard from th e Property to the satisfaction o f the City's Community Development
D irector (or equivalent de partm e nt hea d in the event s uch title should change).
232 . Early Removal. The City may require that Digital BiUboard Owner remove
the Digital Billboard prior to the expiration of the Amortization Period in any of the following
events:
2 .3.2.1. Uncured Default. Digi1al BiHboard Owner faiJs to cure a default
of this Agreement within the time provided for cure under Article V [Default] of this Agreemelll;
2.32.2. Bank.ruptQY. The filing against Digital BiJJboard Owner of a
petjtion in bankruptcy or other similar proceeding under law for relief of debtors or the
involuntary appointment of a receiver, custodian, liquidator or trustee in bankruptcy of Digital
Billboard Owner's Property where s uch petitio n or appointment is not vacated or discharged
withi n sixty (60) caJendar days after the filing or m aki ng thereof.
2.3.2.3. In s olvency. Digital Billboard Owner becomes insol vent or
voluntarily or involuntarily makes an asgjgnment or trans fer for the benefit of creditors other
than the City, and/or the voluntary or involuntary a ppointment of a receiver, custodian, liqwdator
or trustee ~f Digital Billboard Owner's property.
2 .4. Security. bigital Billboard Owner sha ll purchase and maintain a performance
bond or other security, s uch as a cash deposit or i rrevocable letter of credit, in accordance with
the schedule contained herein, to secure the perfonnance ofits obligations under this Agreement.
In the event of an uncured breach of the DigitaJ Billboard Owners' obligations under Sections
2.2 [Maintenance) or Section 2.3 (Removal of Sign] of this Agreement, City may make claim
against or draw upon the bond or other security an amount equaJ to the costs incurred by City to
remedy the breach.
2.4.1. During the first five years of trus Agreement, Digital Billboard Owner shaJ l
purchase and maintain a performance bond or other s ecurity in an amou nt !,'Tea ter th an o r equaJ
to five thousand dollars ($5,000). ·
2.4.2. During the sixth through tenth years of litis Agreement, Digital Billboard
Owner shaJI purchase and maintain a performance bond or other security in an amount greater
than or equal to ten thousand dollars ($1 0,000).
2.4.3. During the eleventh through fifteenth years of this Agreement, Digital
Billboard Owner shall purchase and maintain a performance bond or other security in an amount
greater than or equal to fifteen thousand dollars ($15,000).
RJV 14142· 7132·3657 v3 -5-
ARTICLE III-COVENANTS RUN WITH THE LAND
3.1. The Covenants s et forth herein s ha ll run with the Property and shall be binding
upon Digital Billboard Owner. The Covenants may be enforct!d by the City. Digital Billboard
Owner s hall not challenge the Covenants as set forth in this Agreement or any right of the City
created under this Agreement. Digital Billboard Owner expressly acknowledges and agree s that
~e Covenants are rea sonable restra ints on Digital Billboard Owner's right to own, use, maintain,
and transfer any interest in the Digital Billboard and are not and shall not be construed to be an
unreasonable restraint on alienation.
3 .2 . The Covenants and provisions of this Agreement do not limit the right of any
mortgagee, or beneficimy under a deed of trust who has provided funds for acquisition of, or
construction of buildings upon the Property to foreclose or otherwise enforce any mortgage or
deed of trust upon the Property or any portion thereof, or the right of any mortgagee or
beneficiary under a deed of trust, to exerci se any of its remedies for the enforcement of any
pledge or lien upon the Property; provided, however, that, in the event of any foreclosure under
any such mortgage or deed of trus t or a saJe pursuant to any power of sale included in any such
mortgage or deed of trust, the purchaser or purchase rs and their successors and assigns and the
Property shal l be and shall continue to be subject to all of the Covenants and provisions
contained in this Agreement. Upon reque st of the Digital Billboard Owner, City shall execute
and deliver to Digital Billboard Owner an Estoppel Certificate in favor of an existi ng or
prospective lender or a proposed as s ignee of Digital Billboard Owner, which sets forth the
materiaJ terms of this Agreement, a representation that this Agreement is in fu ll force Md effect,
and that there are no defaults hereunder.
ARTICLE IV -INDEMNITY
4.1. General Indemnity. Except as to the sole negligen ce, active negligence or
willful misconduct of the City, Digital Billboard Owner expressly agrees to, and shall,
indemn ify, defend, release, and bold the City and its officials, officers, employees, agents, and
contractors harmless from and against any Action, liability, loss, damage, entry, judgment, order,
lien, and Costs and Expenses which arises out of, or are in any way related to, any act or
omission of Digital Billboard Owner, or its officers, directors, employees, agents, or contractors,
coMected w ith the performance under thi s Agreement, the construction, use, or operation of the
Project or Digital Billboard, n otwi tb stJ:md ing that the City may have benefited therefrom , or any
challenge to this Agreement. This Section shall apply to any acts or omissions, willful
misconduct o r neg ligent conduct, whether active or passive, on th e part of Digital Billboard
Owner's officers, directors, employees, agents and contractors. T h e Parties expressl y agree that
any paymen t, or Costs a nd Expenses the City incurs or makes to, or on behalf of, an injured
employee under th e City's self adminis tered workers' compensation, is included as a Joss or
Costs and Expenses for the purpo se of th is Section. The City shall not be responsible for any
acts, errors or omissions of any person or entity except the City and its officers, agents, servants,
employees or contractors. The Parties expressly agree that the obligations of Digital Billboard
Owner under this Section shall survive the expiration or ea rl y termination of the Agreement.
RIV 14142·7132·36~7 113 -6 -
ART ICLE V-DEFAULT AND REMEDIES
5.1. .Qcfault . In the event of a Default, the injured party shall give written "Notice of
Default" to the defau lti ng party, specifying the Default . Delay in giving such notice shal l not
constitute a waiver o f the Default. If th e defaul tin g party fai ls to cure the Default within thirty
(30) days after receipt of a not ice specifying th e D efault, or, if the Default is of a nature that
cannot be cured within thirty (30) days, the defaulting party fails to commence to cure the
Default within said thirty (30) days and thereafter diligently prosecute such cure to completion,
then the defaulting party s hall be li able to the injured party for any and all damages caused by
such Default, unless otherwise provided for by this Agreement.
5.2. No Waiver. Failure to insist on any one Oj;Casion upon strict compliance w ith
any of the terms, covenants or conditions hereof shal l not be deemed a waiver of such te nn,
covenant or condition, nor shall any waiver or relinqui shment of any rights or powers hereunder
at any one time or more times be deemed a waiver or relinq ui shment of such other righ t or power
at any other time or tim es.
5.3. Specific Performance. The use, m ain te nance, and re mova l of the Billboard in
accordance w ith thi s Agreement is of a special and unique kind and character and the rights
granted to the Ci ty, and it s successors and assigns hereunder, are of a s imilar special and unique
lcind and character so th!lt if there is an uncured defau lt by Digital Billboard Owner of this
Agreement, the City, and its successors and assigns, would not have an adequate remedy at law.
Therefore, the City's rights, and those of its successors and assigns hereunder, may be enforced
by an action for specific perfonnance and such other equitable relief as is provided by the laws
of the State of California. In any action seeking enforcement or interpretation of any of the terms
or provis.ions of th:is Agreement , the prevailing party shall be awarded, in addition to damages,
injunctive relief, or other relief, and its Litigation Expenses, as provided in Section 5.4.3
[Attorneys' Fees] ofthis Agreement
5.4 . LeJ!I Actions . In addition to any other rights and remedies, any party may
institute a legal Action to require the c ure of any Default and to recover damages for any Default,
or to obtain any other remedy consistent with the pmpose of this Agreement. The following
provisio ns shall apply to any such le ga l Action:
5.4.1 . Jurisdiction and Venu e. Legal Actions must be ins tituted and maintained
in the Superior Court of the County of Lo s Angeles, State of California, Northeast District, or, if
appropriate, in the United States District Court for the CeotraJ District of California, Western
Division. Digital Billboard Owner specifically waives any rights provided to it pursuant to
California Code of Civil Procedure §394 and any federal statute or rule of similar effect.
5.4.2 . Appligble Law. The laws of the State of California shall govern the
in terpretation and enforcement o f this Agreement.
5 .4.3. Attorney's Fees. ln the event either party commences an Action against
the other party which arises out of a Defa ult of, b reach of, failure to perform, or that is otherwise
related to, this Agreement, then the Prevailing Party (as defined herein) in the Action shall be
entitled to recover its Litigation Expenses (as defined herein) from the other party in addition to
RTV 1484 2-7 132-365 7 vJ -7 -
whatever relief to which the prevailing party may be enti tl ed. For purposes of this section,
"Litigation Expenses" includes all Costs and Expenses, to the ex te nt such are reasonab le in
amount, that are actua.ll y and necessarily incurred in good faith by th e Prevai ling Party di rectly
related to the Action. For the purposes of this section, "Prevailing Party" shall have the meaning
ascribed in §1032(a)(4) of the California Code of Civil Procedure.
5.5 . Rights and Remedies nc Cumulative. The rights and remedies of the Parties
are cumulative, and the exen::isc by a party of one or more of its rights or remedies shall not
preclude the exercise by it, at the same or different time, of any other rights or remedies for the
same Default or any other Default by another Party.
5 .6. Termination by City. The City may tenninate this Agreement upon the
occurrence of any of the following events :
5.6.1 . Digital Billboard Owner (or any successor in interest) assigns or atte mpts
to assign the Agreement or ony rights th erein in violation of a ny provision of this Agreement,
including but not li mited to Section 6.1 [Assignment];
5.6.2. Digit al Billboard O vmer (or any s uccessor m interest) becomes insolvent
or Digital Billboard Owner (or any successor in interest) voluntaJily or i nvoluntari ly makes ru1
assignment or trans fer for the benefi t of creditors other than the City, and/or Digital Billbo ard
Owner is subject to the voluntary or involuntary appointment of a receiver, custodian, liquidator
or trustee of Digital Billboard Owner's property and/or the Billboard ;
5.6.3. Notwithstanding Section 5.1, if Digital Billboard Owner fails to provide
advertising space to City as require by Article I of this Agreement the City may terminate this
Agreement immediatel y.
5.6.4. Notwithstanding Section 5 .I, if Digital Billboard Owner fails to provide
the security required by Section 2.5 of this Agreement the City may terminate this Agreement
immediately;
5.6 .5. Digital Billboard Owner is o therwise in Default of this Agreement and fai ls
to cure s uch Default wi thin the time set fonh in Section 5.1 [Default] hereof.
If, afte r the occurrence of any of the a bove-entitled events, the City elects, in its
sole discretion, to temlinate this Agreement, then aJI rights of Digital Billboard Owner and any
person or entity claiming by or through Di gital Billboard Owner arising under this Agreemen t o r
with regard to the Billboard as may arise under tb~ Agreement s hall immediately cease and be
tenn.inated, except that any obligations of the Digital Billboard Owner to indemnify or reimburse
the City or the City shall continue in full force and effect and the City shall have all of the
remedies to enforce a breach or a Default of this Agreement as may be provided hereunde r and
under the Jaw.
ARTICLE VI-GENERAL PROVISIONS
6.1. Assi!!nment. Dig.itaJ Billboard Owner shall make no assigrunent, conveyance, or
other transfer ("Assignment") of any of its rights o r obligations under thi s Agreement, without
RIV 1~842-7 132·.3657 v.3 -8-.
first obtaining the City's written consent, which co nsent the Ci ty wi ll not unreasonably withhold,
provided the assignment is necessnry to effectuate the intent of the Agreement, to facilitate a sale
of the Digital Billboard Owner's interest in the Digital Billboard, to effectuate an estate plan of
the Digital Billboard Owner , and/or the assignee is determined by the City, in its sole discretion,
to be ~pable of carrying out the purpose and in tent of the Agreement. Notwithstanding the
foregoing, no transfer of Digital Billboard Owner's rights hereunder to an affiliate entity or
entity owned or controlled by the Digital Billboard Owner or any of its trustees or beneficiaries
shall be deemed an assignment hereunder.
6.2. Non-liability of City Officials and Employees. No board member, officio ~
consultant , attorney, or employee of the Ci ty sha ll be personally liable to Digital Billboard
Owner, or any successor, or assign, or any person claimin g und er or through t hem, in the event
of any Default or breach by the City or for any amount which may become due to Digital
Billboard Owner or to its s uccessor, or on any obligations arising under this Agreement.
6.3. Conflicts of Infercs t. No City CounciJ member, official, consultant, attorney, or
employee of tlte City shall have any personal interes t , direct or indirect, in this Agreement nor
shall any su ch member, official or employee participate in any decision relatin g to this
Agreemen t wh ich affects his or her personal interests or the in terests of any corporation,
partnership or assOciation in which he or she is, directly or indirectly, interested.
6.4. No Third Party Beneficiarie§. This Agreement is for the sole and exclusive
benefit of the City and Digital Billboard Owner. No other parties or entities are intended t o be, or
shaJ I be considered, a beneficiary of the performance of any of the parties' obligatjons under this
Agreement.
6.5 . Integration. This Agreement consists of pages I through 11, incl usive, and
Attachments "A" through "F" a ttached hereto and incorpo rated herein by this reference, which
constitute the entire understanding and agreement of the parties and s upersedes a ll negot iations
or previous agreements between the parties with respect to al l or any part of the s ubject matter
hereof.
6.6. Recita ls a nd Definitions. The Rec itals and Definitions set forth at th e beginning
of thi s Agreement are a substan tive and integral part of this Agreement a nd arc incorporated by
reference in the Operative Provisions of thi s Agreement.
6.7. Tides and Captions. Titl es and captions are for convenience of reference only
and do not define, describe or limit the scope or the intent of this Agreement or any of i~ tenns.
Reference to section numbers are to sections in this Agreement unless expressly stated otherwise.
6.8 . Interpretation. The City and Digital Billboard Owner acknowledge that this
Agreement is the product of mutual anns-length negotiation and drafting and each represents and
warrants to the other that it has been represented by legal counsel in the negotiation and drafting
of this Agreement. Accordingly, the rule of construction, which provides the ambiguities in a
docwnent, shall be construed against the drafter of that document shall have no appHcation to the
interpretation and enforcement of this Agreement. ln any Ac tion or proceeding to interpret or
enforce this Agreement, tbe finder of fact m ay refer to such extrinsic evidence riot in direct
-9-
conflict with any spedfie provision of thi s Agreement to determine and give effect to the
intention of the panics hereto .
6.9. Severability. Eac h provision, term , cond ition, covenant, and/or rest ric tio n, in
wh ole and in part, in this Agreement shall be co nsidered severctble. In the event any provision ,
term, condition, covenant , and/or restriction , in whole and/or in part, in this Agreement is
declared invalid , uncon st itutional, or void for any reason, such provi sion or part thereo f shall be
severed from this Agreement and shall not affect any other provision, term, condition , covenant,
and/or restriction of this Agree ment and th e remainder of the Agreement shall continue in fu ll
force and effect.
6.10 . Amendments to Agreem ent. Any amendment s to this Agreement mu st be in
wri ting and sign ed by the appropria te auth orities of the City and Digital Bi ll board Owner .
6.11. Administration. Fo llowing approval of this Agreem en t by the City Council, the
City shall exercise its right s, perform its obligations, and otherwise administer thi s Agreement
through the Office of the Ci ty Manager. The Ci ty Manager shal l have the authority to issue
interpretations and to make minor amendmcms to thi s Agreement on behalf of the City provided
suc h acti ons do not materia ll y increa se the obli gat ion s of the City or Digital Billboard Owner,
make a commitment of funds to be paid by or costs to be incurred by the City, or result in a
discretionary extension of time in excess of thirty (30) days . All other changes,.modifications,
and amendments shall require the prio r approval of the City Council.
6.12 . Notices, Demands and Communications Between the Parties. Formal notices ,
demands an d communications between th e parties shall be given in wri ting and personally
served or dispatched by reg istered or certified mail , postage prepaid, return receipt requested , to
the principal offi ces of the parties, as des ign ated in t11 is Section, or telefaxed to the facsimile
number li s ted below foll owed by dis patch as above describe d . Such wrinen notices, demands ,
and communications may be sent in tl1e same manner to suc h other addresses as either party may
from time to time designate by mail as provided in this Sec lion. Any such notice s hall be deemed
to have been received (i) upon the date personal service is effe cted, if given by personal service,
(ii) upon the expiration of one (I) bus in ess day , if tel efaxe d , or (ii i) upon the expiration of three
'(3) business day s after mailing, if gi ven by certified maH, relum receipt requested, postage
prepaid.
lfnotice is to be made to the City:
City of Temple City
Attn: City Manager
970 I Las Tunas Drive
Temple City, California 91780
Fncsimile transm iss ion may be made to : (62 6) 285-8 I 92
With a copy to:
Burke, Wi lli ams & Sorensen , LLP
Attn: Eric S. Va il , Temple City City A tt orney
R IV f4 142·7l32·36S7 v3 -10-
2280 Market Street, Suite 300
Riverside, California 92501
If n otice js to be mMe to J)jgital B illboard Owner:
Delorenzo Family Trust
2566 Wagon T rain Lane
Diamond Bar, CA 9 1765
Facsimile transmission may be made to: (9 0 9) 396-0830
6.13. Computation of Time. T h e time in wh ich any act is to be done under th is
Agreement is compu ted by excluding th e fi rst day (sud1 as the day esc row opens) and including
the last day, unless the last day is a holiday or Saturday o r Sunday, and then t hat day is also
excluded. The temt "hol iday " s hall mean all holidays as s pecified in Government Code § 6700
and § 6701. If any act is to be done by a panicular tim e during a day, that time shall be Pacific
Standard Zone tim e.
6 .14. Authority. The individuals executing this Agreement on beh alf of Digital
Billboard Owner and the instruments referenced on behalf of Digital Billboard Owner represent
and warrant that they have the legal power, right and actual authority to bind Digital Billboard
Owner to t11e tenns and conditions hereof and thereof.
6.15. Counterpart Originals. Titis Agreement may be executed in du pli cate originals,
each ofwbich is deemed to be an original.
6.16. Effective Date 9 { Agreement. This Agreement shall not beco me effective unt il
the date it h as been formally approved by the Ci t y's Governing Board and executed by the
appropriate authorities of the Ci ty and Digital Billboard Owner.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year flrst-abovc written.
CITY;
CITY OF TEMPLE CITY
By :~
Jose Puli o
C ity Manager
AITEST:
D)C _tna.Jff 1<.. :}~
RI V Ul42·71lH65? v3 -II-
,---------------
Mary Flandrick
City Clerk
APPROVED AS TO FORM
By: G;~\)~
Et1cS: Yair en u ~
A $l>t ·Cily A tt orney
[Notny Acknowledgement Required]
[Notary Acknowledgemeht Required)
RIV ~4&42·7132·36 57 v)
--------·---
DIGITAL BILLBOARD OWNER:
DELORENZO F AMlL Y TRUST
By :?tp/d:&~
10-6 ~II
-12-
ACKNOWLEDGMENT
DIGI TAl. BILLBOARD AD VERTING AND
ntie of Document: AMORTIZAT ION AGREEMENT
D ate of Docume n t: OCTOBE R 6 , 2011
state o f CALIFORN IA
County d LOS .ANGELES
On OCTOBER 6 , 20U before me, JANBT C. THAM a Notary Public,
personalty appeared TONY DELOREN ZO a.n d ELIZABETH DELORENZO
who
proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) isjare subsoibed
to the within lnstrumert and acknowledged to me that he/she/they execu ted the same In his/h er/their
authorized ca paclty(les), and that by his/her/their slgnature(s) on the Instrument the person (s), or ltle
entft:y upon beh alf of which th e pcrson(s) acted, executed the instrume nt.
r certify under PENALTY OF PERJURY under th e laws of the State of california that the foregoin g
paragraph Is true and correct.
WITNESS~'!~~
Slgnature _~~~~I,Ulo~~~-------
Name: JANET C. TRAM, n o t a r y public
(typed or prtnted)
---------· -----
(Area ~ for offldal notarial seal)
ATTACHMENT" A"
(Legal Desc ript ion of Site)
SUBJECT PROPERTY IS SITUAT ION TN THE STATE OF CALIFORNIA. COUNTY OF
LOS ANGELES AND IS DESCRlBED AS fOLLOW S:
LOT 3, BLOCK C, OF TRACT NO. 11218 AS PER MAP RECORDED IN BOOK202 PAGES
47 TI-fROUOH 48 OF MAPS, IN THE OFFIC E OF THE COUNTY RECORDER OF SAlD
COUNTY.
RIV f4142·7Jl2-36S7 v3 -I-
1UV f.414l·71ll-.l6$7 vJ
ATTACHMENT ''B''
(Di agram of Site)
A TTACHlYIENT "B"
(Diagram of Site)
ATIACRMENT "B"
(Diagram of Site)
.J :
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RJV 14142-1132-3657 Y3
A IT ACHMENT "C"
(Diag ram of Billboard)
ATTACHMENT "C"
(Diagram of Billboard)
A'ITACHMENT "C"
(Diagram of Billboard)
.J.
I
I
I
!
i
I
I
I
L .. --
-------·----·· ---·---------
ROSEMEAD BOULEVARD
--------··--·----
/
II
/'
/
/
/
/ /•
/ COMPREHENSIVE SITE PLAN + FLOOR PLAN
./ TEMPLE C /1Y GATEWAY
/ BUILDING RE-FACADE & STOREFRONT ADDITJON
.__f_ --·-·------------·----·-----·-·-------· .. -
SCAle· 11!1" • r -o·
Nadel Arch l!ocls. Inc.
··--· ··-·-.. -·--·
WEST
SOUTH
.----------14' • 4 ,.l£D s aeen
.---------I <!Gill Pnnols (Frame)-BrUShed Firish
Vohlcle SeN.~ Cant er· 4 aa)li
r------Mo ~l C<I'IO)ly • Puinl2d 'Cusl<ln Orange'
r-----C!Qnnel tea on · Painlcd a Dad<it "Rogol l!lo.11"
S1tllf So:>po.1 s . Bru slto:l Flllish
Vehicle Car Wash • 4 63Yli
--At<rii<!C1\Iflll l.tcL11 P..--P.o!.omd '!'Inti Gla1'
/ Melli Ponris (l'rvna) • Brushod Finish
Vehlcle Service Conlor • 4 Days NO'f7 S!ole!lonl A~diOcn
,.--------Alumiou:niGioss Sto~ronl AddaJan • Btvshed Finis!!
r------llle!Oli Canc>;>Y ·P•'nod ·euscrno'""41.-
,....----Sloe! Slti>PCIU • !izushed Flnb/1
BUILDING ELEVATIONS
TEMPLE CITY GATEWAY
BUILDING RE-FACADE & STOREFRONT ADDITION
Senle: 1116 ·" 1'-o·
Nadel Architects. Inc.
Project Summary
ATTACHMEI'iT "D,
(Project/ Timeline)
Pbase I-5402 Rosemead Blvd. & 9011 Ollve Stree t
• Removal of the Existing Billbo~d Structure.
• SOO Sqft Storefront Addition & E xpansion of Vehicle Service Shop Area
• Complete Re-fa~de and Modernizati on of tbe Vehicle Service Bui ldi ng and Car Wash
Structure
Phase 11 -5402 Roscme3d Blvd.
• Instal lation of a New Dual-Sid ed Di gi tal Billboard Support Strucrure
• Installa tion of th e Brushed A lumi num Arch itect ural Bi l lboard Frames .
• In sta llation of the North-boWld Facing 14 'x 48' D igi ta l Screen (South E levation).
• Installation of the South-bo und Facing Backlit Panaflcx Screen (North Elevation).
Phase Ill-5401. Rosemead Blvd.
• Ins taJJation o f the South-boWld Facing l 4'x 48' Digital Screen (North El evation).
Ph.ase IV-5402 Rosemead Blvd. & 9011 Olive Street
• JnstaJlation of the "Temple City G ateway" Overhand Spanning from the We st~d
Vehicle Service Building Parcel tot eh East-end Car Wash Stru cture Parcel.
• Installation of the "Temple City Gateway" Channel Letters.
• Installation of Archi tectural Outdoor Lighting Focused on Illuminating the "Temple City
Gateway" Overhand, Building E lements and Landscaped Areas.
• New Designated Landscaped Areas w ithin the Wes t-end Service Center Building Parcel
and East-end Car Wash Structure Parcel.
Project T imes
Phase I & n
• W ithin 12 months commencin g upon remova l of the existing bi ll board.
Phases lii & IV
• Within 18 months commencing upon removal of the existing billboard.
RIV 14142·1 132-J6S7 yJ -2-
------------·
ATTACHMENT "E"
(Media Fonnat and Scheduling)
City of Temple City -Time Allocatio n
• North-facing and south -facing 14 'x48 ' s creens will each be distributing general
advertising of approx imately six (6) seconds each slot.
• City shall be granted o ne (J) out of every eight (8) slots on both the nonh-focing and
south-facing d igi ta l screens.
C ustom Template D es ign
• Digi tal Billboard Owner will in iti <J lly design ftve (5 ) custom templates for any category
pre-defi ned by the City (City to provide all artwork and logo s).
• The Ci ty wi ll have the abi lity to remotely update the content being broadcn s ted to each
screen .
Exampk Categories May Include:
• C ity Events
• City Announce ments
• C ity Activities
• City Civic
• City Community ·
Pre...Existi n g Advertisements
• City may di stribut e any pre-exis ting advert isement or pro motiona l image.
• Digital Billboard Owner shall prove the C i ty with creative g u ideli nes and specs.
New Cgntent Creation
• D igital Billboard Owner can crcntc additional advertising o r promoti onal ads for the City
at $150 pe r ad (City to provide oil artwork and logos).
Production Deadlines
• All files or artwork mus t be su bmitted at least five (5) business days prior to run dates.
Monthly Sc h edulin g
• Digital Billboard Owner to deliver nl l content to the digital billboards based on the
monthly scheduling plan.
• Digital BiJiboard Owner wi ll allow the City to di stribute multiple adverti s ing,
promotional or informational spots within the Ci ty's a ll otted time .
RIV f4142 ·71J2·36S7 v3 -3 -
RIV 1-4&~2-71J2·36S7 vJ
A IT ACHMENT ''F"
(CUP I 1-1777)
A IT ACHMENT "F"
{CUP 11-1777)
AITACHMENT "F"
(CUP 11-1777)
-4-
OFFICIAL BUSINESS
Document exe mpt from recording
fees pursuant to Cal. Gov. Code§ 6103.
H ECORDlNG REQUE Tl£[) BY
AND WIIEN RECORDED MAIL TO:
City of Temple City
970 I Las T unas Drive
Temple City, CA 91780
A1TN: Conununity D eve lo pment Dep t.
ATTACHMEN T D
S PACE ADO VE TillS LINE FOR RECORDING USE
FIRSTAMENDMENTTO
DIGITAL BILLBOARD ADVERTISING AND
AMORTIZATION AGREEMENT
by a nd between
the
CITY OF TEMPLE CITY
and
TEMPLE CITY GATEWAY, LLC ASSIGNEE OF
DELORENZO FAAflLY TRUST
Date d February 5, 2014
FIRST AMEND ME f TO DIGITAL BILLBOARD ADV ERHS£NG AND
Al"l:ORTJZA TION AGREEME)IT
This F irst Ame ndment to Di gital Billboard A d vertisin g and Amortizati on Agreeme nt
("First Amendment"), which is dated for reference as indicated o n the cover p age, is hereby
entered into by and between the C ITY OP TEYfPLE ClTY, a Californ ia charter c ity ("City "),
and the TEMPLE CITY GATEWAY, L LC ASSIGNEE OF D ELORENZO FAMJL Y TRUST
("D ig ita l Billboard Owner"), as follows:
R ECiTALS
A. City and Digital Bill board Owne r entered in a Dig ital Billboard Advertising and
Amorti zation Agreement on or about October 6 , 20 1 t ("Agreement"). The Agreement
was recorded with the Los Angeles County Recorder's Office on October 13 , 2011 as
D ocume nt Numbe r 20 1 11389480.
B . On January 27, 2012, DeLorenzo Family T rust, Digital Billboard Owner tmder the
Agreement, assigned all of its Rights, Title and I nterest in the Agreement to Temple City
Gateway, LLC as provided in Pa ragraph 6 .1 of the Agreem ent.
C. 1l1e Agreem ent provides that D igi ta l Bi llboard Owner will provide adverti s ing space to
the Ci ty. Digital Billboard Owner a nd Ci ty desire to amend the Agreement to add
additi o nal info rmation regarding the content and formatting of the C ity's advertising
s lots, and procedures for the submi ss ion of advertising s lots by the City to Digital
Bill board O wner.
D . City and D igital Billboard Owner also des ire to amend the Agreement to memorialize the
C ity's e fforts to reasonably mi ti gate any visual infere nce of the Billboard occasioned by
the C ity's installation and mainte nan ce of certain stree t tre es, lnndscaping, and fixture s in
the v ic inity of th e Bill board along Rosemead Boulevard .
OPERATIVE PROVISIONS
NOW, T H EREFORE, in considerat io n of the promises made a nd recited herein, the
parties d o hereby enter into this First Amendment which modifies and amends the Agreement as
follo ws:
t. AMRNDMRNT. The Agreemcut is h e r eby modified and amended as follows :
1.1 Sect ion 1.4. Section I .4 (Local Bus ine ss Discount) is a me nd ed to read as
follows:
"1.4. Local Business Discount. Di gital Billboard Owner agrees to offer up to twenty-
five percent (25%) of th e ava il able a dvertising slots on the Digital Billboards, or up to two (2)
slots, whichever is bigber , to businesses located in the City at a fifty percent (SO%) discount off
of the Standard Rate Card price for the advertising s lots. To qualify for this discount, a business
must actually sell or lease products, or provide services, from a fac il ity located wi thin the City
boundary and have a valid City business licenst:. Digital Bi ll board Owner shall within 30 days of
-2-
LA 114324-58&0 -7317 v5
)
C ity's request, provide City with a reJJO it o f aH businesses tha t received lhe local business
discoun t for each fi scal year (J ul y 1 thro ugh June 30). City agrees th at it will not acti vely
ad vertise the availability of th e local busi ness di scount through its advertisements on Lhc Digital
Billboards or through o the r media. D igita l Bil lboard Owner WJderstands that the Agreement and
this Amendment arc public records whi c h must be disclosed to members of the public upon
request, that the C ity is not prohib ite d from provi ding the Agreement dn d Amendment lo any
me mbe r of the public or community grou p th at requests them, and that a dve rtis ement of the local
business discow1 t by any member of the public or community group s hall not be deemed a
violation of this provis ion by the Cit y ."
1.2 Attachment "E,. Attachme nt "E" (Med ia Forma t, Scheduling, and Creative
Guidel ines & Specification s) to the Agreement is a me nd ed to read as s ho wn in
Exh ibi t "A" to thi s First Amendment
1.3 Attachment "B". Atlacluue nt "B '" (Diagram of Si te) is amended to add an
Attachment "B-l " (Street Tree Diagram), which is attached heret o as Tixhibit "B.,
1.4 Article VU. A new Arti c le VU (Di gital Billboard Visibil ity) is added to the
Agreement to rea d as f ollows:
"ARTICLE VII-DIGITAL BILLBOARO VISIRILlTV
7. L Accommod ations Ry Ci ty . The C ity bas p lanted cert ai n tre es within th e public
right-of-w-ay on Rosem e ad Bou levard th at may in terfere \vi lh vi s ib i lity of th e D igi tal Billboard
from motori sts and pedestrians on Rosemead Boulevard . These trees are gene rally d escribed as:
Tree #I (approximately 280' South of Subject pro perty locate d a t 5402 Rosemead Boulevard,
Temple City); T re e #2 (approximate ly 68 ' North of Subject property); Tree #3 (approximately
263' North of S ubj ect property) and Tree #4 (app roximately 293 ' N o rth of Subj ect property),
co ll ectively the "Street Trees," and their location is depicted on Attachment B-1. In order co
reasonably mitigate any vis ual interference with the Digital Billboards occasioned by the City's
installation of these tre es, or othe r improve m ents on Ro se mead B oulevard, in the vicinity of the
program, the City agrees to take the followin g measures:
a. C ity s hall (i) relocate Tree #1 to I S' North o f th e so uthe rn mos t edge of th e
existing Bump-out (final loca t ion approxima tely 350' South of south fac ing digital displ ay); (i i)
Tree #2 shall remain in i1s existing location (fi nal locatio n approximately 68 ' North of north
fa cing di gi tal display); (iii) City shall relocate Tree #3 to 15' North of the s outhern most edge of
the existing Bump-out (final location approximately 258 ' No rth of n o nh fac ing di g ital display ;
and (iv) Ci ty sha ll remove Tree #4 as d e pic ted on Attachment B-2.
b. City wil l maintain th e Street Trees at a maximum he ight of tw e nty feet (20 '),
as meas ured from the base of the tr ee to lhe talles t point of th e tr ee, an d to have a maximum
diameter (i ncluding branches) of no more tha n ten feet (10 '). Notwiths tanding th e foregoi ng, in
n o event s hal l Tree #2 visibly encroach onto the bottom of the skirt or fra me embelli shment of
th e sign structure.
-3-
LA 114824-SSSO· 7317 ,-5
c. City w ill relocate th e exis ting s treetlight curr ent ly located on the corner of
O live Street and Rosemead Boulevard to the footing located a t approximately twenty-seven feet
(27') north of the exis ting street light lo ca ti on.
d. City will not plant or ins ta ll any addi tional tree, landscaping, or fixture in the
public r ight-of-way a long Rosemead Boulevard, from Sereno Drive to Broadway Avenue lhat
wi ll materiall y impair the visibitity of the Digi tal Billboards.
e. D igital Billboa rd Owner shall not be required to plant any street trees,
la ndscaping, o r place any object which would materially impair U1e visibility of the Digital
Billboards.
7 .2 E nforcement. Digitall3ill board Owner m ay e nforce the provis ion s of this A rti c le
VII as provided in Section 5.1 (Default) of this Agreement . If City fails to cUie the Default or
commence to cure the Defau lt within the time provided in Section 5 .1 , City shall not be liable to
Digital BiUboard Owne r fo r any damages incurred prior to the date Digital Bill board Owner
delivered the required 1 otice of Default to C ity."
2. GE1 ERAL PROVISIONS.
2.1 Remainder Unchanged . Exc ept as s pecifically modified a nd amend ed in this
First Amendment, the Ag reem ent remains in full force and effect and binding upon th e parties.
2 .2 Integration. This F irs t Amendme nt consists of pages 1 thro ugh 4 and Exhibits A
and 8 inclus ive, which constitule the entire understanding and agreement of the parties and
s upersedes all negotiations or previous agr eements between the parties wilh respect to al l o r any
part of the transaction di scussed in this F irst Amendmenl
2.3 Effectiv e Dat e. This F irst Amendment shaH not become effective un ti 1 th e date it
has been fonnally a pproved by the Ci ly Council and executed by the appropriate a uthorities of
the City a nd Digita l Dill board Owner.
2 .4 Ap plicnbJc Law. The Jaws of the S tnte of California shal l govern the
interpretation and enforce ment of this First Amendment.
2.5 References. All references to the Agreement include all ilieir n:~;pective terms
and provisions. All defined terms utilized in this First Amendment have the same meaning as
provided in U1e Agreement, unless express ly stated to the contrary in th.is First Amendment.
-4-
LA 11.1324-5880· 7317 •5
----------------------------------- -
IN WITNESS WHEREOF, the parties hereto have executed thl s First Am endment to
the Agreement on the date and year first written above.
CITY:
THE CITY OF TEMPLE CITY
Byj_~o(.J .k~
Tracey~ ause, Acting City Manager
DIGITAL BIT..LBOARD OWNER:
TE
[notary acknowledgement required)
-5-
LA #4314-51&0·73 17 vS
CALIFORNIA ALL·PURPOSE ACKNOWLEDGMENT
~~.mey~~~~~«£00<'~-<11
State of Ca lifornia 1)... _
County of £:o. V\ \_X\V\U. ( <t\ V\.0 }
On o~J DleLft-o\:L_ be fore me, DUSTL~ PAC~~N..:~:~!:ilii~L tc
personally appeared J?\ e_ YYQ... '\)e.LD'f €.. V\ Z..o ------L--'-lw...!._!.__=----~..o~-(s) of Svflf\•J --------
who prove d t ~e on the bas i~~tlsfactory evidence to
hin inst r u ent and ac ow l ged to me tha t ~ th e pe rson whose name ~are subscribed to the
/she/\ executed the e in i er/their orized pacityt~~.'t, and tha~ ~e rlt h"ignature~on the
instrume':rfhe ~1, .~~he en tity upon'Te'-half of
which the pe rso n,l'a d, execute d the Instrument.
I certify under PENALTY OF PERJURY under the laws
of the State of California tha t the foregoing paragraph is
true and correct.
W ITNESS
TIIough the in formation below ts not required by law. It may prove valuable to pefSQfls relying on the document
and could prevent froudu!Mt remova l and reattachment of this form to another document.
7
Description of Attached Do cu ment d C\ morli-z.o-f(OV\
Ti tlo O< JVpo Of Doc"moot fi f>i ~1'1-!>\-t -lb IIi~ 1\MI 'o\ \\boo& IJJ!Ve~ an,~ <a M < ~ +.
Documen t Date: 0 ?../O ~} d..o / t{_ __ Number of Page s: ___j_,3
r '
Signer(s) Other Tha n Named Above : --tf/-r/_,_.4T--------------------
Capacity (ies) Claimed by Slgner(s )
Signer's Name :2'( riP. 0dJ2Yti\Z-o ~ndividua l
CJ Corporate Officer-Title(s):
0 Pa rtne r -0 Limited 0 General
0 Attorney in Fa ct
0 Trustee
0 Gua rdian or Conservator
r:J Oth er:---------
Signer Is Represen ting :----
Top of th urnb he·e
Signer's Nam e: __
:::: Individua l
:::; Corpora te Of fice r-Trtl e(s): ---------
C Partner-0 Um ited 'l General
0 Attorney i n Fact
U Trus l ee
0 Guardian or Conservator
D Other:----------
Signer Is Represe nting : ____ _
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EXHIBIT "A"
ATTA C H MENT "E"
(Me dia Fo rma t, Sched ulin g, and Creative Guidel ines & Specifica tions)
A. City .Q[Tcmplc C it y -T ime A llocat ion
I. North-Faci ng and South-l'acing 14'x48' Digital B ill boards will each be di stribut ing
general a dve rtising of approxima tely six (6) seconds eac h slol
2. City sha ll be gran ted one (1) ou t of every eight (8) slots on both the Nort h-Facing Digital
Billboard ami South-Facing Dig it al Billboard .
IJ . C ust om T emplate Des ig u
l. Digita l Billboard Owner wil l initia ll y design fi ve (5) custom templates for any ca tegory
pre-defined by the City (Ci t y to pro vid e all artwork am.l logos) a t no cost to City.
Exam p l e Categ ories May !Jr clude:
• Ci ty Eve nt s
• City Anno uncements
• City Activiti es
• City Civic
• City Co mmunity
2. City is no t requ ired to use the custom des ign temp lates prov ided by Di gital Billboard
Ov.11er.
3. Digi ta l Oill board Owne r will, during the te nn o f the Agreement, crea te addi tiona l
advertising or prom otional ads for the City at S 150 pe r ad (C ity to prov ide all artwork and
logos). Be ginning in July , 20 15, and each year thereafte r, Di gital Bi ll board Owner may
increase t he cost per ad by the less er of; (i) the increase i n the Cortsumer Price Ind ex (All
Consumers for th e Los Angeles, Urban Consumers, not se aso nally adjusted, for the Los
Angeles-Rive rside~Orange-County area published by the .S Department of Labor,
Bureau of labor Statistics) over th e prio r fi sca l yea r; or (ii ) a fixed rate of2%.
C. P r c-Eris tine Advertise m ents
I. City may distribu te any pn!-ex isting advertisement or promoti onal image.
D. P rod ucti o n Deadlines
l. All fi les inc luding City's des ign, artwork, and other content ("Creative") must be
su bmitted as provided in th e Creative Guidelines & Speci Cicalion s be low.
E. Monlhly S cheduling
1. Digital Billboard Ov.11cr sha ll program all co ntent to the Di gital Billboards based on the
mo ntl1 ly scheduling plan.
2. Digi ta l Bill board Ov.ner will a ll ow the Ci ty to distribute mult iple advertising,
promotional or in fo rm ati ona l s poL'> within the City's all otted time.
-7 -
LA •4&2-l·SSS0·7J 17 v5
F . Creative Guidelines & Specification s
I . Notwi tl1standin g th ese Creative Guidelines & Spec ific a ti ons, Digita l Billboard Owner
sha ll provide City wi th an Emergen cy No ti fica tion Process for the sc heduling of City's
Emergency Creative, as provide d in U1e section G. be low.
2. Digital fi les containing City's Creative mus t be supplied to Digital Bi llb oard Owner to
files@ax isdigit almedia.com wi thin fi ve (5) business days prior to the first {I st) day of
eac h month to allow the Digital Billboard Owner to approve Creative and post.
3. Eac h ad ve rti sement wiU be displ ayed according to the des ignated monthly distribution
sched ule . Onc e the designated monthly di stribution schedule is programmed , City may
update any given spot througho ut the month by emailing lile s@axi sdigitalmedia .com
anytime Monday through Frid ay between 9:00am and 5:00pm PST provided that any
suc h update shall be delivered at least three (3) days prior to its pos ting.
4. AH Creative su bmitted by City shall meet the below spec ificati ons ("File Type"):
o Size: 200 pixels higb x 704 pixels wide
o Formats: JPEG, PNG, BMP
o Color Mode: RGB
o Resolution: 72 DPI
5. Digital Billboard Owner may, upon 30 days prior written notice make reasonable non-
materia l chan ges to the Creative Guidelines & Spec ification s. Digita l Billboard Owner
shal l not make any material change to the Cre ati ve Gu idelin es & Specificat ions without
fi rst giving City thirty (30) day s advance writte n noti ce specifying all of th e propo sed
changes an d U1 e reasons for such changes, and th en obtaining City's writt en agreemen t to
the changes, which the City will not unreasonab ly withhold . No twit hstanding the
foregoing, Digi tal Billboard Owner sh all, upon thirty (30) days prior written notice to
City, have th e right to change it s file type specifications and software applications, or
Creat ive distribution methods, wi thout City's consent.
6. City wanants that all Creative provided to Digital Billboard Owner shal l not infringe
upon any trademark or copyright, state or federal and agrees to defend, indemnify and
ho ld Digita l Billboard Owner free and harmless from any and all loss, liability, and
claims, including reasonable atto rn ey's fees, arising therefrom.
7. City shall not di sp lay Creat iv e whi ch advocates or ex presses a poli tica l view, a politica l
endo rse ment, religious view, or exp resses a pos iti on contrary to the Uni ted States
Cons titution . Political and re li gious views, include but arc not limited to abortion, same
sex marr iage, and gun contro l. Di gital Billboard Owner agrees that reference to City
sponso red events and programs, and City public se rvice announceme nts related to
aware ness of public hea lth, safe ty and welfare concerns (including but no t limited to
general vo tin g and polling place information, lit eracy programs, anti-smoking, anti-
tobacco, and anti-underage drink.ing laws, ordinances, and programs, teen pregnancy
aware ness programs, and si milar matters) arc no t prohibited or restricted under this
Agreeme nt or t11e Creative Gu id elines and Specificatio ns in iliis Attachment "E".
8. City shall not engage in comme rcia l adve rti sing nor di splay of any Creative which would
inh ere ntly compete with Digita l Bi ll board Owne r for advertising reve nu es. City shaH not
disp lay any Crea ti ve claiming or depicting the City, its employees, agents, contractors or
vendors to be the operator of the Digital Billboards.
9. City shall not sublet, rese ll, tra nsfer, donate or assign any of City's adve rti sing slots .
10. City shall no t inc orporate RSS or live feeds in any of City's Creative.
-8-
LA 14821-S S0-7117 v5
~------~--·-------------------------------~-·-·---------
ll. Digital Billboard Owner reserves the right to reject or withdraw any Crea ti ve where it
reasonably determines that the Creative is inconsistent with the terms of this Agreement,
the Creative Guidelines & Spec ifi cations se t forth in this Attachment "E", or that the
display o f tb e Creative would cause significant injury lo, or umeasonab le interference
with, Di g ital Billboard Owner's business, or would compromise the integrity of its
network .
G. Emergency Notification Process
Digital Billboard Owner shall provide City with an Emergency Notification Process by
creating a se parate web page specifically for City's priority communication to Digital
Billbo ard Owner for schedulillg of City's Emergency Creative within the City's a llotted time.
Di gital Billboard Own er shall provide Ciry with a Usemame and Password for the
Emergency No tifi cation Page. Upo n City's access of the Emergency Notifica ti on Page, City
shall upload all requisi te Emergency Creative and provide specific scheduling instructions to
Digital Billboard Owner. Digital Dillboard Owner shall use its best efforts to schedule and
publish all requ isite Emergency Creative in a priority and timely manner.
In the event Digital Billboard Owner's emergency notification page is temporari ly
in accessible or a change in Bi ll boa rd Owner's software applications, network, or other
syste m hardware renders Billboard Owner incapa ble of providing Ci ty with thi s specific
process of Emergency Notification; Di gita l Billb oard Owner sha ll prov ide City with an
alternative emergency notification process to ensure OigitaJ Diliboard Own er's timely
response fo r scheduling and publishing of City's Emergency Creative.
-9-
LA 14124-SSS0-7 317 vS
EXHIBIT "B"
ATIAC BMENT "B-1"
(Existi ng Stree t Tree Diagram)
-10-
---------,-r---
>
ROSEMEAD BOULEVAR.D -
-
--· ____ .., __ . ·--·· -.. ----···-------------------·------·-------------·---·--· -
EXHlBlT "B"
ATTACHMENT "B-2"
(Final Street Tree Location Aerial Diagram)
-1 1-
LA 114824-5 880-73 17 v5
OFFICIAL BUSINESS
Document exempt from recording
fees pursuant to Cal. Gov. Code §
6103 .
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
C ity of Temple City
9701 Las Tunas Drive
Temple City, CA 91780
ATIN : Community Development
Dept.
ATTACHMENT E
SPACE ABOVE THIS LINE FOR RECORDING USE
SECOND AMENDMENT TO
DIGITAL BILLBOARD ADVERTISING AND
AMORTIZATION AGREEMENT
by and between
the
CITY OF TEMPLE CITY
and
TEMPLE CITY GATEWAY, LLC, ASSIGNEE OF
DELORENZO FAMILY TRUST
Dated September _, 2014
LA 1/<1847-4442 ..0380 v2
SECOND AMENDMENT TO DIGITAL BILLBOARD ADVERTISING AND
AMORTIZATION AGREEMENT
This Second Amendment to Dig ital Billboard Advertising and Amort izat ion
Agreement ("Second Amendment"), which is dated for reference as ind icated on the
cover page, is hereby entered into by and between the CITY OF TEMPLE CITY, a
California cha rter city ("City"), and TEMPLE CITY GATEWAY, LLC , ASSIGNEE OF
DELORENZO FAMILY TRUST ("Digital B illboard Owner"), as follows :
RECITALS
A. City and Digital Bi ll board Owner e ntered into that certain Digital B illboard
Advertising and Amortization Agreement on or about October 6, 2011
("Agreement"). The Agreement was recorded with t he L os Angeles County
Recorder's Office on October 13 , 2011 . as Document Number 2011138940 .
B. City and Digital Billboard Owner subsequently e ntered into a First Amendment to
Digital Billboard Agreement on or about February 5, 2014 ("First Amendment") to
(i) add additional information regarding the conten t and formatting of the City's
advertising slots , (ii) add procedures for the submission of advertising slots by
the City to Digital Billboard Owner, and (i ii) memorialize City's efforts to
reasonably mitigate material visual interference to the Digital Billboard
occasioned by the C ity's installation and maintenance of certai n street trees ,
landscaping, and fixtures in the vic inity of the Digital Billboard along Rosemead
B lvd . The First Amendment was recorded with the Los Angeles County
Recorder's Offic e on March 10, 2014, as Document Number 201 40240738.
C. Digital Billboard Owner and City des ire to amend the Agreement , as amended by
the First Amendment, to reflect an extension of time for Dig ital Billboard Owner to
complete the installat ion of ce rta in site improvements specified in Attachment "D"
(P roject!Timeline) to the Agreement and to amend paragraphs "b" and "c" of
Section 7.1 "Accommodations by City" of Article VII "Dig ital Billboard V isib ility "
adde d to the Agreement by the First Amendment.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of th e promises made and recit ed herein,
the parties do hereby enter into this Second Amendment which modifies and amends
the Agreement as follo ws :
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 Attachment "D" (Project I Timeline). Attachment "D" (Proj ect I Timeline)
of the Agreement is hereby amended as follows:
1 .1.1 The "Project Summary" portion of Attachment "D" is amended to
inc lude a new clar ifying introd uctory state ment to read as follows:
LA 114847-1442.0380 v2 -1-
"Digital Billboard Owner has completed Phases I, II and Ill of the Project,
and shall complete Phase IV within the time required under "Project
Times " below. Failure of Digital Billboard Owner to t imely satisfy the
requirements in this Attachment shall constitute a default pursuant to
Sectio n 5.1 (Default) of th e Agreement. For purposes of this Attachment,
the word "Installation" shall mean that the Digital Billboard Owner sha ll
have completed all c on struction and installation work for the item and
ha ve subm itted to City everything reasonab ly required to obtain a
certificate of occupancy or other final City approval for the item ."
1.1.2 The "Project Times " portion of Attachment "D" perta inin g to "Phase
IV" is amended to read as follows:
"Phase IV
·By Ju ly 31 , 2016 ."
1.2 Section 7.1 "Accommodations by City." Paragraphs "b" and ·c ~ of
Section 7.1 "Acco mm odat ions by City " of Article VII "Digital Billboard Visibi lity" added to
the Agreeme nt by the First Amendmen t are hereby amended to read as follows :
"b . City shall reloca te the existing st re et light located at the comer of
Rosemead Boul evard an d Olive St reet, as provid ed below and depicted in
Attachme nt B . Upon such relocation , City wi ll have satisfied its obligation to
relocate the street li ght. Digital Billboard Owner consents to the street li ght's new
location, which is on the sou th side of Olive Street approx imately sixty (60) feet
east from th e end of the existi ng curb return , and agrees that the relocated street
light does not materially impai r the vis i bility of the Digital Billboard . See Exh ibit 1,
Attachmen ts A & B, to this Second Amendment incorporated herein by reference .
Digital Billboard Owner also agrees that City has no obligation to remove the
preexisting street light located on the corner of Rancho Rea l Road and
Rosemead Blvd, and that it shall be deemed by the parties to not materially
impai r the visib ility of the Digital Billboard ."
"c. City will not plant or install any add itional trees, landscaping , or
fixture in the pub li c right-of-way along Rosemead Boulevard , from Sereno Drive
to Broadway Avenue , tha t will materially impair the visibility of the Digital
Billboard . City agrees to remove the two (2) Street Banners (but not the street
lights) located in the immed iate vicinity of the property a long Rosemead Blvd .,
and depicted in Exh ibit 1, Attachment A , to this Second Amendment and
incorporated herein by reference, w ith in thirty (30) days of the effective date of
th is Second Am endment."
2. GENERAL PROVISIONS.
2.1 Remainder Unchanged. Except as specifically modified and amended in
this Second Ame nd me nt, the Agreement rema ins in fu ll force and effect and binding
upon the parties.
LJ\ # 1847-4442.0380 v2 -2-
c -·
2.2 Integration. Th is Second Amendment consists of pages 1 through 4 and
Exhibits 1 inclusive , which co nstitute the en tire un derstanding and agreement of the
parties and supersedes all negotiation s or previous agreements between the parties
with respect to all or any part of the transaction discus sed in th is Second Amendment.
2 .3 Effective Date. This Second Amendment shall not become effective until
t he date it has been formally approved by th e Ci ty Council and executed by the
appropriate authorities of the City a nd Digital B illboard Owner.
2.4 Applicable Law. T he laws of the State of California s hall govern the
interpretation and enfo rcement of this Second Ame nd ment.
2.5 References . All references to the Ag reement include all their respective
terms and provisions. All defined terms utili zed in this Second Amendment have the
same mean ing as provided in the Agreement, unless expressly stated to the contrary in
this Second Amendment.
IN WITNESS WHEREOF , the parties hereto have e xecuted this Second
Amendment to the Agreement on the date and year fir st written above.
ATTEST:
Peggy Kuo , City Clerk
APPROVEDASTOFORM
Eric S . Vail, City Attorney
[Notary Acknowledgement Required]
LA #484 7-4442~380 v2 -3-
CITY:
TH E CITY OF TEMPLE CITY
By:
-;:::;D:-o-n "P~e-n_m_a_n-,"C~ity:--oM•a_n_a_g_e_r ___ _
DIGITAL BILLBOARD OWNER:
TEMPLE CITY GATEWAY, LLC , ASSIGNEE
OF DELORENZO FAMILY TRU ST
By :
7
N~a_m_e_: ___________ _
T itle :------------
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT
STATE OF CALIFORNIA
COUNTY OF
On __ before me, , personally appeared proved
to me on the basis of satis factory ev idence to be the person(s) w hose names(s) is/are subscribed to the
within instrumen t and ack nowledged to me th at he/she/they exec uted the same in his/her/their authorized
capaci ty(ies), a nd that by his/her/their signature(s) o n the inst rumen t the person(s), o r the en ti ty upon
behalf of whic h the person(s) acted , execu ted the instrument.
I certify unde r PEN A LTY OF PERJURY under the laws of the State of Ca liforn ia th at the foregoing
pa rag raph is true and co rr ect.
W ITNESS my han d a nd offic ial seal.
Signature:---------------
OPTIONAL
Th ough the data be low is not require d by la w, it may prove va lua bl e to pe rsons relyin g o n the document
a nd could preven t fra udule nt reattachme nt of thi s fo rm
CAPACITY CLAIMED BY SIGNER
0 INDIVIDUA L
0 CORPO RATE OFFICER
D
D
D
D
0
TITLE(S)
PAR TN ER(S) 0 LIMITED
0 GENERAL
ATTO RN EY-IN -FACT
TRUST EE(S)
GUARD IAN /CONSERVATOR
OTHER ____________________ __
SIGNER IS REPRESENTING:
(NAME OF PE R SO N(S) OR ENT ITY(IES))
LA #4847-4442-0380 v2
DESCRIPTION OF ATTACHED DOCUMENT
TI TL E OR TYPE OF DO CU MENT
NUM BER OF PAGES
DATE OF DOCUMEN T
SIGNER(S) OTHER THAN NAMED ABOVE
EXHIBIT "1"
ATTACHMENT A
(Two Street Banners and One Light Pole t o be Removed)
ATTACHMENT 8
(Relocation of One Light Pole Removed)
LA N4847-4442·0380 v2
Attachment B
4 .
OF F IC IAL BUS INES S
D ocument exem pt fro m record i ng
fee s pursuant to Ca l. Gov . Code §
610 3.
RECORDING REQUESTED B Y
AND WHEN RECORDED MAIL T O :
C ity of Te m p le City
9701 Las Tun as Drive
T em pl e City, CA 9 178 0
ATTN : Comm unity De v elopment
De pt.
ATTACHMEN T F
SPACE ABOVE TH IS LINE FOR RECORDING USE
THIRD AMENDMENT TO
DIGITAL BILL BOARD ADVERTIS ING AND
AMORTIZATION AGREEMENT
by and between
t he
CITY OF TEMPLE CITY
and
TEMPLE CITY GATEWAY, LLC, ASSIGNEE OF
DELORENZO FAMILY TRUST
Dated ______ , 2015
I A #4837-3932-3-1 30 "I
THIRD AMENDMENT TO DIGITAL BILLBOARD ADVERTISING AND
AMORTIZATION AGREEMENT
This Th ird Amendm ent to Digital Billboard Advert is ing a nd Amortization
Agreement ("Third Amendment"), which is d ated fo r reference as ind icated o n th e cover
page , is here by entered into by and between th e CITY OF TEMPLE C ITY , a California
charter city ("City"), and TEMPLE CITY GATEWAY, LLC , ASS IGNEE OF DELORENZO
FAMILY TRUST ("Digita l Billboard Owner"), as follows:
RECITALS
A. City and Digital Billboard Owner entered i nto that certai n Digital Billboard
Advertisi ng and Amorti zati on Agreem e nt on or abo ut October 6 , 2011
("Agreement"). Th e Agreement was recorded with the Lo s Ang e les County
Record e r's Office on October 13, 2011 , as Docu me nt Number 2 011 13894 0.
B. City and Digital Billboard Owner subsequently e nte red into a First Amendme nt to
Digital Billboard Ag reement on or about February 5, 2014 ("First Amendment") to
(i) add additional i nformati o n regarding the conte nt and formatting of the City 's
advertis ing s lots , (ii) add procedures for the su bm ission of advertising slots by
th e City to Digital Billboard Own e r, and (ii i) memorialize City 's efforts to
reasonably mitigate ma te rial vi s ual interference to the Digital Billboard
occasioned by the City 's installation and mainten ance of certain street trees ,
landscaping , and fi xtures in the vi c inity of th e Digi ta l Billboard a lo ng Rosemead
Blvd . The First Amendment was reco rd ed with t he Los Angeles County
Reco rd er's Office on March 10 , 2014 , as Document Nu mber 20 140240738 .
C . D igital Bil lbo ard Owner and City subsequently entere d into a Second
Amend ment to Digita l Billboard A greement ("Second Amendment") on or about
September 5, 2014 to authorize an extension of time for Digital Bill boa rd Owner
to complete the installation of certain site improvem en t s specified in Attach ment
"D" (P roject/Timeline) to the Agreement and to amend paragraphs "b" and "c " of
Section 7 .1 "Accommodations by City " of Article VII "Dig ital Billboard V isi bility"
added to the Agreeme nt by the First Amendment. The Seco nd Amendment was
recorded with the Lo s Angeles County Recorder 's Office on November 17 , 2014 ,
as Document Number 20141226403 .
D. Digital Bi llboard Owner and City desire to further ame nd the Agreement, as
amended by the First Amendment and Second Amendment , to recognize certa in
amendments to Digital Billboard Owner's land us e approvals and to require
Digital Billboard Owner to provid e certain funds to City for th e benefit of the
publ ic.
OPERATIVE PROVISIONS
NOW , T HEREFORE , in co nsidera tion of the pro mises made and recited here in,
the parties do hereby enter into thi s T hird Amendment w hich modifies and ame nds the
Agre ement as fol lows :
LA #48 37-3932-3430 vi
1. AMENDMENT. The Agreement is hereby modified and amended as follows:
1.1 Attachment "D" Pro·ect/Timeline is hereby amended as follows :
The "Project Summary" is amended to read in part as follows :
Phase IV -5402 Rosemead Blvd. and 9011 Olive Street
•
•
•
•
New Designated Landscape Areas within the West-end Service Center
Building Parcel and East-end Car Wash Structure Parce l.
Instal lation of the "Temple City Gateway" Overhang Spanning from the
West-end Service Center Building Parcel to the East-end Car Wash
Structure Parcel.
In stallation of the "Temple City Gateway" Channel Letters .
In stallatio n of Architectural Outdoor Lighting Focused on Illuminating the
"Temple City Gateway" Overhang , Building Elements , and Landscaped
Areas .
• Except that: upon ful l payment of the amounts called for in Section 8.2 of
this Agreement , the Installation of the "Temple City Gateway" Overhang
Span ni ng from the West-end Service Center Bu ilding Parcel to the East-
end Car Wash Structure Parcel , the Channe l Letters , and the Architectural
Outdoor Lighting Focused on Illuminating the "Temple City Gateway"
Overhang , Building Elements , and Landscaped Areas sha ll not be
required.
The "Project Times" are amended to read in part as follows :
Phase IV
• By December 31 , 2016 .
1.2 Article VIII. A new Article VIII (Public Benefit) is added to the Agreement
to read as follows :
"ARTICLE VIII-PUBLIC BENEFIT
8 .1 Provision of a Public Benefit. City and Digital Bil lb oard Owner ag ree
that pursuant to certain project approvals related to the Digital Billboard and the
Property , Digital Billbo ard Owner was required to construct specified improvements on
the Property , constitutin g Phase IV of the Project (a canopy with signage). The
construction of these improvements wou ld create a public benefit by providing a visua l
monument that would distinguish Temple City from nearby jurisdictions . The provision
of this public benefit was , with the publ ic benefits arising from Sections 1.1 and 1.4 of
this Agreement , consideration for the City's duties and obligations under this
LA #-18 3 7-3932-34 30 v I
Agreement. Digital Billboard Owner has sought relief from the requirement to construct
the improvements constituting Phase IV, and seeks to provide a substitute benefit to the
public .
8.2 Payment for "Piacemaking " Public Improvements . City has
established a public "placemaking " program for the Rosemead Boulevard corridor
featuring the following : branded vehicular , traffic and pedestrian signs ; banners;
gateway monuments; public art installations ; street furniture ; and trees and median
land scap in g (collectively , the "Piacemaking Improvements"). Placemaking
Improvements are located along Rosemead Boulevard and on Las Tunas within the
vicinity of Rosemead Boulevard , and the City has plans to insta ll additional Placemaking
Improvements at other locations in the City, primarily at entrances to the City and along
major thoroughfares. City and Digital Billboard Owner agree that the Placemaking
Improvements provide the kind of visual monumentation distinguishing Temple City
from neighboring jurisd ictions tha t Digital Billboard Owner's improvements were
intended to estab lish . Dig ital Billboard Owner agrees to pay to the City the amount of
Forty-Eight Thousand Two Hundred Forty-Three Dollars and No Cents ($48 ,243 .00) for
use by the City in maintaining curren t Placemaking Improvements and installing new
Placemaking Improvements . Digital Billboard Owner shall remit payment in twelve (12)
monthly installments , beginning on the first day of the first month following the execution
of this Third Amendment and conti nuing on a monthly basis, with no deferment or
postponement, until payment is completed. The amount of each monthly payment shall
be as deemed appropriate by Digital Billboard Owner , provided however that a payment
shall be remitted every month ; no less than one-third (1/3) of the total amount shall be
paid as of the fourth (4th) monthly installm ent ; and no less than two-thirds (2/3) of the
total amount shall be paid as of the eighth (8th) monthly installment. No interest shall
accrue on the amount due; the City 's sole remedy for non-payment shall be as set forth
in Article V (Default and Remedies) of the Agreement.
8 .3 Failure to Make Payments. Digital Billboard Owner acknowledges
and agrees that the City 's Planning Commission has modified its approval of the
Project , allowing Digital Billboard Owner to obtain relief from the requirement to
construct Phase IV as set forth in the Project plans and specifications, but that a failure
to remit in ful l the payments required by this Article VIII will cause that modification to be
rescinded on its own terms and cause construction of Phase IV to be required in
compliance with Attachment "D."
2. GENERAL PROVISIONS.
2 .1 Remainder Unchanged . Except as specifically modified and amended in
this Th ird Amendment, th e Agreement remains in full force and effect and binding upon
the parties .
2 .2 Integration . This Third Amendment consists of pages 1 through 3
inclusive , which constitute the entire und erstandi ng and agreement of the parties and
supersedes all negotiations or prev ious ag ree ments between the parties with respect to
all or any part of the transaction discussed in this Third Amendment.
LA #48 37-3932-3-130 v I
2 .3 Effective Date . This Third Amendment shall not become effective until
the date it has been formally approved by the City Council and executed by the
approp riate authorities of the City and Di gital Billboard Owner.
2.4 Applicable Law. The laws of the State of California shall govern the
interpretation and enforcement of this Third Amendme nt.
2 .5 References . All references to the Agreement includ e all th e ir respective
terms and provisions. All defined terms utilized in this Third Amendment have the same
meaning as provided in the Agreeme nt, unl ess expressly stated to the contrary i n this
Third Amendment.
IN WITNESS WHEREOF , th e parties hereto have exec uted this Third
Amendment to the Agreement on the date and year f irst written above .
ATTEST:
Peggy Kuo , City Clerk
APPROVEDASTOFORM
Eric S . Vail , C ity Attorney
CITY:
THE CITY OF TEMPLE CITY
By : ______________ _
Bryan Cook , City Manager
DIGITAL BILLBOARD OWNER:
TEMPLE CITY GATEWAY, LLC , ASS IGNEE
OF DELORENZO FAMILY TRUST
[Notary Acknowledgement Required] By : ______________ _
Na me:
T itle :
I .A #483 7-3932 -3430 ' I
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GRADES DEC EMBER 21-23
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• DECEMBER 28-31
MORE INFO: (626) 656-7121
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