Ordinance No. 1243ORDINANCE NO. 1243
AN UNCODIFIED ORDINANCE ❑F THE CITY COUNCIL
❑F THE CITY OF VERNON APPROVING A STATIC BILLBOARD
DEVELOPMENT AGREEMENT AND A DIGITAL BILLBOARD
DEVELOPMENT AGREEMENT BETWEEN THE CITY OF VERNON
AND MAGELLAN ATLANTIC I, LLC
WHEREAS, Magellan Atlantic I, LLC (the "Developer") has an
ownership interest in that certain portion of real property within the
City of Vernon (the "City"), located adjacent to, and on the western
side of the I-710 freeway, commonly known as 3030 S. Atlantic Boulevard
(the "Site"); and
WHEREAS, there currently exist three (3) static billboard
structures on the Site - one of which is a double -facing billboard in a
"V" formation and the other two of which are single -sided billboards;
and
WHEREAS, the City and Developer desire for Developer to
replace the existing "V" formation static billboards with two (2) new
single -sided 14x48 foot digital displays placed in an identical "V"
formation (together, the "Digital Billboards"), replace one existing
static billboard with one (1) single -sided 14x48 foot static display
which is oriented toward the 1-710 freeway (the "Static Billboard" and
together with the Digital Billboards, the "Billboards"), and remove the
other existing billboard altogether; and
WHEREAS, the City and the Developer have negotiated and
prepared the form of the attached Static Billboard Development
Agreement and Digital Billboard Development Agreement (together, the
"Development Agreements"), the purpose of which is to memorialize,
among other things, the respective duties ❑f the parties with respect
to development of the Billboards, as well as the benefits that will
inure to each of the parties during the term of the Development
Agreements; and
WHEREAS, the City Council of the City of Vernon desires to
approve the Development Agreements.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY ❑F VERNON
HEREBY ORDAINS:
SECTION 1: Recitals. The City Council hereby finds and
determines that all of the foregoing recitals are true and correct.
SECTION 2: Purpose and Authorit . The purpose of this
Ordinance is to approve a Static Billboard Development Agreement and a
Digital Billboard Development Agreement with Magellan Atlantic I, LLC.
This ordinance is authorized pursuant to Government Code Section 65864
through 65860.5.
SECTION 3: Findings. In adopting this ordinance, the City
Council makes the following findings:
a) Approval of the Development Agreements is categorically exempt from
review under the California Environmental Quality Act ("CEQA") under
CEQA Guidelines section 15302, because the proposed development of
the Billboards contemplates only replacement or reconstruction of
existing structures or facilities on the same Site having
substantially the same size, purpose, and capacity; and
b) The proposed Development Agreements are consistent with the
objectives, policies, and general land uses and programs of the City
of Vernon General Plan; and
c) The proposed Development Agreements will not be detrimental to the
health, safety and general welfare of persons residing in the
immediate area, or detrimental to the general welfare of residents
of the City as a whole; and
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d) The proposed Development Agreements is consistent with the
provisions of Government Code Sections 65864 through 65869.5; and
e) The City Council has held a duly noticed public hearing on the
proposed Development Agreements, and has considered the testimony
presented at such public hearing.
SECTION 4: Action. The City Council hereby approves the
Static Billboard Development Agreement and a Digital Billboard
Development Agreement, in substantially the form presented to the City
Council, and attached hereto as Exhibits A and B. The Mayor or Mayor
Pro-Tem is hereby authorized and directed to execute the Development
Agreements for and on behalf of, the City of Vernon, and the City
Clerk, or Deputy City Clerk, shall attest thereto.
SECTION 5: Severability. If any chapter, article, section,
subsection, subdivision, paragraph, sentence, clause, phrase, or word
in this ordinance ❑r any part thereof is for any reason held to be
unconstitutional or invalid or ineffective by any court of competent
jurisdiction, such decision shall not affect the validity or
effectiveness of the remaining portions of this Ordinance or any part
thereof. The City Council hereby declares that it would have adopted
this Ordinance and each chapter, article, section, subsection,
subdivision, paragraph, sentence, clause or phrase thereof,
irrespective of the fact that any one or more chapters, articles,
sections, subsections, subdivisions, paragraphs, sentences, clauses,
phrases or words be declared unconstitutional, or invalid, or
ineffective.
SECTION 6: Book of Ordinances. The City Clerk, or Deputy
City Clerk, shall attest and certify to the adoption of this Ordinance
and shall cause this Ordinance and the City Clerk's, or Deputy City
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Clerk's, certification to be entered in the Book of Ordinances of the
Council of this City. The City Clerk, or Deputy City Clerk, shall
cause this ordinance to be published or posted as required by law.
SECTION 7: This Ordinance shall g❑ into effect and be in
full force and effect at 12:01 a.m. on the thirty-first (31st) day
after its passage.
APPROVED AND ADOPTED this 20th day of June, 2017.
ATTEST:
•g. (SZJ-40�
Maria E jAyala
City Clerk
APPROVED AS T FORM:
.Brian n, 6ep City Attorney
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Name : Meli s 5 A . Y]�arra
Title: Mayor / -
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, Maria E. Ayala City Clerk / Dew-Gi; y Gle=ic.- of the
City of Vernon, do hereby certify that the foregoing Ordinance, being
Ordinance No. 1243 was duly and regularly introduced at a regular
meeting of the City Council of the City of Vernon, held in the City of
Vernon on Tuesday, June 5, 2017, and thereafter adopted at a meeting of
said City Council held on Tuesday, June 20, 2017, by the following
vote:
AYES: Councilmembers: Mayor Ybarra, Mayor Pro-Tem
Woodruff -Perez, Davis, Lopez,
Martinez
NOES: Councilmembers: None
ABSENT: Councilmembers: None
And thereafter was duly signed by the Mayor or Mayor Pro-Tem of
the City of Vernon.
Executed this -2SIt—day of June , 2017, at Vernon, California.
Mar a E . Ayal
City Clerk 1 Deputy Gity Clerk
(SEAL)
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EXHIBIT A
[Exempt From Recording Fee Per Gov. Code §6103]
STATIC BILLBOARD DEVELOPMENT AGREEMENT
This Static Billboard Development Agreement (hereinafter "Static Billboard Agreement"
or "Agreement") is entered into this day of , 2017 (hereinafter the
"Effective Date"), by and between the City of Vernon, a California chartered City and municipal
corporation of the State of California (hereinafter "City"), and Magellan Atlantic I, LLC, a
California limited liability company (hereinafter "Magellan").
RF,CITAT.S
A. California Government Code Sections 65864 et seq. (the "Development Agreement
Law") authorizes cities to enter into binding development agreements with persons having a legal
or equitable interest in real property for the development of such property, all for the purposes of
strengthening the public planning process, encouraging private participation and comprehensive
planning, and identifying the economic costs of such development.
B. Owner (as defined in Section 1.1.21 below) has an ownership interest in that certain
portion of real property, located adjacent to, and on the western side of, the south -bound lanes of
the 710 Freeway, commonly known as 3030 S. Atlantic Blvd. in the City of Vernon, Assessor
Parcel Number 6314-033-002, as more specifically described in Exhibit "A" and depicted at
Exhibit "C", attached hereto and incorporated herein, upon which the Development (as defined
below) is located (the "Site").
C. Developer (as defined in Section 1.1.11 below) seeks to install two (2) new single -
sided 14 x 48 foot digital displays placed in a "V" formation (together, the "New Digital
Billboards") and one (1) single -sided 14 x 48 foot static display (the "New Static Billboard") which
is oriented toward the 710 Freeway, as depicted in Exhibit "C" (collectively the New Digital
Billboards and New Static Billboard are referred to as the "New Billboards").
D. Given the different terms and conditions of the New Billboards, the Parties have
agreed to execute two separate and independent agreements for each of (i) the New Digital
Billboards and (ii) the New Static Billboard. The agreement for the New Digital Billboards shall
be referred to as the "Digital Billboard Agreement".
E. Owner has consented to Developer's application for this Agreement, and
Developer, as the owner of a leasehold, license or easement interest in the Development, has a
legal and/or equitable interest in a portion of the Site and thus qualifies to enter into this Agreement
in accordance with the Development Agreement Law.
F. In exchange for the City approvals sought by Developer for the New Static
Billboard as provided herein, Developer is agreeable to, among other things, paying to the City an
annual Development Fee or Alternative Fee for the New Static Billboard, whichever is greater, as
defined and provided in Sections 2.6.1 and 2.6.2 below, for the cost to the City to mitigate the
impact of the installation of the New Static Billboard.
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G. The Site is located within the City's Industrial Zone, and, pursuant to section 26.9.2
of the Vernon Municipal Code ("VMC"), may be developed by installing, constructing, modifying,
or replacing the New Static Billboard, subject to, among other things, City Council approval of
this Agreement.
H. Developer and the City agree that a development agreement should be approved
and adopted to memorialize the property expectations of the City and Developer, as more
particularly described herein.
I. The City Council finds that this Agreement is in the best public interest of the City
and its residents, adopting this Agreement constitutes a present exercise of the City's police power,
and this Agreement is consistent with the City's General Plan and with the VMC in all respects.
Further, the City Council has found that approval of this Agreement and the Development itself
are categorically exempt from review under the California Environmental Quality Act ("CEQA")
under CEQA Guidelines section 15302, because the Development contemplates only replacement
or reconstruction of existing structures or facilities on the same site having substantially the same
size, purpose, and capacity. This Agreement and the proposed Development will achieve a number
of City objectives, including utilizing the Site for a revenue -generating use.
J. The purpose of this Agreement is to set forth the rules and regulations applicable
to the Development, which shall be accomplished in accordance with this Agreement, including
the Scope of Development (Exhibit "B"), which sets forth a description of the Development and
the Schedule of Performance (Exhibit "D").
COVENANTS
NOW, THEREFORE, in consideration of the above preamble and recitals and of the
mutual covenants hereinafter contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the City and Developer and Owner agree as
follows:
1. DEFINITIONS AND EXHIBITS.
1.1 Definitions. This Agreement uses a number of terms having specific meanings, as
defined below. These specially defined terms are distinguished by having the initial letter
capitalized, when used in the Agreement. In addition to the terms defined in the Recitals above,
the defined terms include the following:
1.1.1 "Agreement" means this Static Billboard Development Agreement and all
attachments and exhibits hereto.
1.1.2 "Alternative Fee" shall have the meaning set forth at Section 2.6.2.
1.1.3 "Amendment" shall have the meaning set forth at Section 2.3.
1.1.4 "Caltrans" means the California Department of Transportation.
1.1.5 "CEQA" means the California Environmental Quality Act (Public
Resources Code Section 21000 et seq.), as it may be amended from time to time.
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1.1.6 "Chamber" means the Vernon Chamber of Commerce.
1.1.7 "City" means the City of Vernon, a California chartered City and municipal
corporation.
1.1.8 "City Council" means the City Council of the City.
1.1.9 "Commencement Date" shall have the meaning set forth at Section 2.6.1.
1.1.10 "County Recorder" means the Los Angeles County Registrar -Recorder /
County Clerk.
1.1.11 "Developer" means any party holding the exclusive leasehold, license or
easement interest in the Development. If there is no party holding an exclusive leasehold, license
or easement interest in the Development, the Developer shall be the Owner. The current Developer
is Magellan, and its successors and assigns.
1.1.12 "Development" means the design and installation of the New Static
Billboard on the Site.
1.1.13 "Development Approval" means approval of this Agreement and all
necessary variances or code amendments related thereto, collectively, by any and all applicable
governmental agencies, including the City, and as applicable, Caltrans.
1.1.14 "Development Fee" shall have the meaning set forth at Section 2.5.
1.1.15 "Director of Public Works" shall mean the City's Director of Public Works
(whether interim or permanent) or his/her designee.
1.1.16 "Effective Date" means the date inserted into the preamble of this
Agreement, which is thirty (30) days following Development Approval #3.
1.1.17 "Final Permits" means any and all required permits to maintain and operate
the New Static Billboard as contemplated in Section 3.3 (including, without limitation, all utilities
required by the New Static Billboard), which such permits have been "finaled" by the applicable
inspectors.
1.1.18 "Land Use Regulations" means all ordinances, resolutions, codes, rules,
regulations and official policies of the City, including, but not limited to, the City's General Plan
and VMC, including, but not limited to, the Zoning Code [VMC, Ch. 26], which govern
development and use of the Site, including, without limitation, the permitted use of the Site, the
density or intensity of use, subdivision requirements, the maximum height and size of the New
Billboards and the design, improvement and construction standards and specifications applicable
to the Development or the Site which are in full force and effect as of the Effective Date of this
Agreement, subject to the terms of this Agreement. Land Use Regulations shall also include the
federal National Pollutant Discharge Elimination System ("NPDES") regulations and approvals
from the California Department of Transportation Outdoor Advertising Division, to the extent
applicable.
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1.1.19 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed
of trust or any other security device, a lender or each of their respective successors and assigns.
1.1.20 "Operator" means the person or entity who operates the New Static
Billboard, contracts directly with advertisers, and collects revenues directly from advertisers. The
Owner or Developer may be the Operator.
1.1.21 "Owner" means the party holding the fee interest in the Site. The current
Owner is Magellan, and its successors and assigns.
1.1.22 "Party" means Owner, Developer or City.
1.1.23 "Parties" means, collectively, Owner, Developer and City.
1.1.24 "Site" shall have the meaning provided in Recital B.
1.1.25 "Schedule of Performance" means the Schedule of Performance attached
hereto as Exhibit "D" and incorporated herein.
1.1.26 "Scope of Development" means the Scope of Development attached hereto
as Exhibit "B" and incorporated herein.
1.1.27 "Subsequent Land Use Regulations" means any Land Use Regulations
effective after the Effective Date of this Agreement (whether adopted prior to or after the Effective
Date of this Agreement) which govern development and use of the Site.
1.1.28 "Subsequent Development Approvals" means any approval sought by
Developer in connection with future changes desired to be made by Developer to the Development
following its initial completion.
1.1.29 "Term" shall have the meaning provided in Section 2.3, unless earlier
terminated as provided in this Agreement.
1.1.30 "VMC" shall mean the Vernon Municipal Code, as such shall be amended
from time to time.
1.2 Exhibits. The following documents are attached to, and by this reference made a
part of, this Agreement: Exhibit "A" (Legal Description of Site), Exhibit "B" (Scope of
Development), Exhibit "C" (Site Plan and Elevations), Exhibit "D" (Schedule of Performance),
and Exhibit "E" (City's Equal Employment Opportunity Practice Provisions).
2. GENERAL PROVISIONS.
2.1 Binding Effect of Agreement. From and following the Effective Date, actions by
the City and Developer with respect to the Development, including actions by the City on
applications for Subsequent Development Approvals affecting the Site, shall be subject to the
terms and provisions of this Agreement; provided, however, that nothing in this Agreement shall
be deemed or construed: (i) to bind or restrict Developer with respect to its ownership or operation
of the Development, except as expressly set forth in this Agreement, or (ii) to impose any
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obligation whatsoever on Owner with respect to the Development, except as expressly set forth in
this Agreement.
2.2 Interest in Site. The City and Developer acknowledge and agree that Developer
has a legal and/or equitable interest in the Site, and thus is qualified to enter into and be a party to
this Agreement under the Development Agreement Law.
2.3 Term of Agreement and Renewal. Unless terminated earlier as provided in this
Agreement, this Agreement shall continue in full force and effect from the Effective Date until the
earlier of: (i) thirty (30) years from the Effective Date; or (ii) when the New Static Billboard is
permanently removed (other than removal for repair or replacement) (the "Term"). At least thirty
(30) days prior to the end of the Term, the Parties shall come to agreement on whether this
Agreement is to be renewed for an additional term of years to be determined or is to expire by its
own terms. If the Parties agree to renew this Agreement, the Parties shall execute a written
amendment to this Agreement ("Amendment"), which shall be approved by the City Council. If
the Parties have agreed to enter into the Amendment prior to the expiration of the Term, then the
Term shall automatically be extended to the day prior to the effective date of the Amendment. If
this Agreement expires on its own terms or is otherwise terminated earlier pursuant to Section 5
of this Agreement, then within thirty (30) days after the termination of this Agreement, the
Developer and the City shall execute a written cancellation of this Agreement which shall be
recorded with the County Recorder pursuant to Section 8.1 below. If no Amendment is agreed to
following termination of the Agreement (but by no later than the recording of the written
cancellation of the Agreement), the New Static Billboard shall be removed at Developer's sole
cost and expense.
2.4 Processing Fee. Upon submission of its application for the approvals granted by
this Agreement, Developer has paid to the City a processing fee ("Processing Fee") in the amount
of Five Thousand Dollars ($5,000) for the New Static Billboard. The City shall retain and use the
Processing Fee, or any part thereof, for any public purpose within the City's discretion. The
Processing Fee shall be separate from all fees which are standard and uniformly applied to similar
projects in the City, including, but not limited to, business license fees (due by Developer to the
City annually), one-time plan check fees and building permit fees, and any other fees imposed by
Los Angeles County, as may be applicable.
2.5 Development Fee. The potential impacts of the Development on the City and
surrounding community are difficult to identify and calculate. Developer and the City agree that
an annual development fee paid by Developer to the City would adequately mitigate all such
potential impacts. The Parties therefore agree that Developer shall pay an annual development fee
to the City, subject to the obligation to pay the Alternative Fee per Section 2.6.2 below. The
development fee shall be Twelve Thousand Five Hundred Dollars ($12,500) per calendar year of
the Term for the New Static Billboard (the "Development Fee"). The Development Fee shall be
increased every three (3) years (each, an "Adjustment Period") in proportion to the adjustment
over the same time to the U.S. all items Consumer Price Index for All Urban Consumers (CPI-U)
for the Los Angeles -Orange -Riverside area, base period 1982-1984, based upon the most recent
month of publicly available CPI data available as of January 31 of the year of such increase;
provided, however, that any CPI Increase shall not exceed six percent (6%) of the Development
Fee per Adjustment Period (each, a "CPI Increase"). For the avoidance of doubt, should the Parties
inadvertently fail to apply a CPI Increase at the end of any given Adjustment Period, such shall
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not be deemed a waiver of that particular CPI Increase, but rather, shall be added to any subsequent
CPI Increase(s). Notwithstanding the foregoing, if the face of the New Static Billboard is removed
(other than removal for repair or replacement) or destroyed (in its entirety), Developer shall not be
required to pay the Development Fee otherwise payable by Developer for the New Static Billboard.
If the face of the New Static Billboard is permanently reduced, Developer shall be required to pay
the greater of the Development Fee, less the percentage of the Development Fee correlative to the
percentage reduction in the size of the face of the New Static Billboard, and the Alternative Fee.
2.6 Development Fee Payments.
2.6.1 Development Fee: The Development Fee for the prior calendar year shall
be due and payable no later than March 31 of the following calendar year, with the first installment
prorated and due no later than the first March 31 after the initial calendar year Developer receives
the Development Approval for the New Billboards from the applicable governmental authorities
and the Final Permits. Developer shall provide notice to the City within five (5) business days of
its receipt of all Final Permits. The initial Development Fee (or Alternative Fee per Section 2.6.2)
shall be calculated from the day the City receives such notice (the "Commencement Date").
Nothing herein relieves the City from its contractual duty to issue all municipal building permits
that are associated with the Development if Developer is in compliance with the terms of this
Agreement.
2.6.2 Alternative Fee: For any calendar year of the Term where the Alternative
Fee, as defined in this Section 2.6.2, exceeds the Development Fee described at Section 2.6.1 above
for the New Static Billboard, Developer shall pay to the City the Alternative Fee, which is defined
as an amount equal to eight percent (8%) of the gross advertising revenue from the New Static
Billboard during the preceding calendar year of the Term (the "Alternative Fee"). If the
Development Fee is greater than the Alternative Fee for any calendar year, then the Developer
shall pay to the City the Development Fee. Within ninety (90) days following the end of each
calendar year of the Term hereof, and ending within ninety (90) days after the end of the Term or
earlier termination of the Agreement, Developer shall furnish to the City a statement in writing,
certified by Developer (and/or Operator, as applicable) to be correct, showing the total gross
advertising revenues made from the New Static Billboard during the preceding calendar year of
the Term. Gross advertising revenue shall specifically exclude advertising agency fees paid to the
advertiser's advertising agency and/or brokerage fees paid to the sales brokers other than
Developer and/or Operator. Furthermore, the gross advertising revenue is based solely on the basic
advertising size, as recorded on the City's building permits, and does not include free -form cut-
outs, solid extensions, back -lit displays, 3D presentations, tri-vision, stretch faces, additional art
work reproductions or any other special treatment or appurtenances as required by the advertiser.
2.7 Audit of Alternative Fee. With prior written notice to Developer of not less than
ten (10) business days, the City shall have the right to audit gross advertising revenue for the New
Static Billboard and to view those portions of any advertising space contracts or invoices that relate
to the New Static Billboard, at Developer's (and/or Operator's, as applicable) office, on normal
workdays between 9:00 a.m. and 4:00 p.m. once a year. Prior to the audit, the City shall, at
Developer's (and/or Operator's, as applicable) request, sign a confidentiality agreement regarding
the advertising space contracts and invoices. If the statement of total gross advertising revenue
previously provided to the City is found by the City to be inaccurate for the prior calendar year of
the Term, then, and in that event, there shall be an adjustment and within ten (10) business days
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upon receiving written demand, one party shall pay to the other such sums as may be necessary to
settle in full the accurate underpayment or overpayment of the Alternative Fee, if any, that should
have been paid for the period covered by such inaccurate statement. If said audit discloses an
underpayment of greater than five percent (5%) with respect to the amount of total gross
advertising revenue reported for the period of said report, then Developer (and/or Operator, as
applicable) shall immediately pay to the City the cost of such audit, plus ten percent (10%) interest
per annum on the amount underpaid from the date of submission of the Development Fee or the
Alternative Fee, as applicable. If the audit does not disclose an underpayment of greater than five
percent (5%) with respect to the amount of total gross advertising revenue reported for the period
of said report, the cost of such audit shall be paid by the City and no interest payment is due
thereon.
2.8 Acknowledgment by Operator. In the event Developer enters into a contract or
lease agreement with an Operator to operate the New Static Billboard, such contract or lease
agreement shall provide for Operator's acknowledgment of and consent to be bound by this
Agreement, including but not limited to Sections 2.6, 2.7, 2.9, 2.10, and 4.2. Upon execution of
such a contract or lease agreement, Developer shall deliver a copy to the City for its records.
2.9 Prohibited Use. Developer shall not utilize the New Static Billboard to advertise
tobacco, marijuana, hashish, any adult or sexually oriented businesses as defined in VMC Section
5.81.2, any products or services thereof, or show sexually oriented images or language, or as may
be prohibited by any City ordinance existing as of the Effective Date of this Agreement.
2.10 City Discount. Businesses that are members of the Chamber and the Chamber
itself shall be entitled to a 10% discount (from the "rate card" rates) for advertising on the New
Static Billboard.
3. DEVELOPMENT AND IMPLEMENTATION OF THE DEVELOPMENT.
3.1 Rights to Develop. Subject to and during the Term of this Agreement, Owner and
Developer shall have the right to develop the Site in accordance with, and to the extent of, the
Development Approval, the Land Use Regulations and this Agreement, provided that nothing in
this Agreement shall be deemed to modify or amend any of the pre-existing Land Use Regulations,
as more particularly set forth in Section 3.2 below.
3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided
under the terms of this Agreement, the rules, regulations and official policies governing the density
and intensity of use of the New Static Billboard on the Site, the maximum height and size of the
New Static Billboard on the Site, and the design, improvement and construction standards and
specifications applicable to the New Static Billboard shall be as set forth in the Land Use
Regulations which are in full force and effect as of the Effective Date of this Agreement, subject
to the terms of this Agreement.
3.3 Development Approval. Developer, at its own expense and before
commencement of demolition, construction or development of the New Static Billboard or other
work of improvement upon the Site, shall secure or cause to be secured the Development Approval,
a Conditional Use Permit and/or variances, as necessary, and building permit(s), as necessary,
from the City, and any and all permits and approvals which may be required by any other
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governmental agency or utility affected by such construction, development or work to be
performed by Developer, including but not limited to Caltrans, pursuant to the Scope of
Development. Not by way of limiting the foregoing, in developing and constructing the
Development, Developer shall comply with all: (1) applicable development standards in the VMC,
(2) applicable NPDES requirements pertaining to the Development, (3) applicable conditions
placed on the Development by Caltrans, and (4) applicable building codes, except as may be
permitted through approved variances and modifications. Developer shall pay all normal and
customary fees and charges applicable to such permits, and the Development Fee or Alternative
Fee, as applicable.
3.4 Timing of Development; Scope of Development. Developer shall commence the
Development within the time set forth in the Schedule of Performance, attached hereto as
Exhibit "D". "Commencement" of the Development is defined herein as commencement of
construction or improvements under the City building permit(s) for the construction of the New
Static Billboard on the Site, which shall occur as soon as possible following Developer's receipt
of the Development Approval and Final Permits. In the event that Developer fails to meet the
schedule for Commencement of the Development, then after mutual compliance with Section 4.3,
either the City or Developer may terminate this Agreement by delivering written notice to the other
party, and, in the event of such termination, neither the City nor Developer shall have any further
obligation hereunder. However, if circumstances within the scope of Section 8.11 delay the
Commencement or completion of the Development, then such delays shall not constitute grounds
for any termination rights found within this Agreement. In such case, the timeline to commence or
complete the relevant task shall be extended in the manner set forth at Section 8.11.
Notwithstanding the above, Developer shall, at all times, comply with all other obligations set
forth in this Agreement regarding the construction or improvement of the New Static Billboard on
the Site. Developer shall also maintain the New Static Billboards at all times during the Term in
accordance with the maintenance provisions set forth in Section 3 of the Scope of Development,
attached as Exhibit `B" herein.
3.5 Changes and Amendments. Developer may determine that changes to the
Development Approval are appropriate and desirable. In the event Developer makes such a
determination, Developer may apply in writing for an amendment to the Development Approval
to effectuate such change(s). The Parties acknowledge that the City shall be permitted to use its
inherent land use authority in deciding whether to approve or deny any such amendment request;
provided, however, that in exercising the foregoing reasonable discretion, the City shall not apply
a standard different than that used in evaluating requests of other similarly situated developers.
Accordingly, under no circumstance shall the City be obligated in any manner to approve any
amendment to the Development Approval. The City Administrator or his/her designee shall be
authorized to approve any non -substantive amendment to the Development Approval without
processing an amendment to this Agreement. All other amendments may require the approval of
the City Council. Nothing herein shall cause Developer to be in default if it upgrades the New
Static Billboard pursuant to this Agreement during the Term of this Agreement to incorporate
newer technology; provided, however, Developer shall secure all applicable ministerial permits to
do so and such upgrade is consistent with the dimensions and standards for the display, as provided
under this Agreement, Land Use Regulations and Subsequent Land Use Regulations and does not
involve changing the New Static Billboard into a digital billboard.
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3.6 Reservation of Authority.
3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other
provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the
Development:
(a) Processing fees and charges imposed by the City to cover the
estimated actual costs to the City of processing applications for Subsequent Development
Approvals relating to the Development.
(b) Procedural regulations consistent with this Agreement relating to
hearing bodies, petitions, applications, notices, findings, records, hearings, reports,
recommendations, appeals and any other matter of procedure. Notwithstanding the foregoing, if
such change materially changes Developer or Owner's costs or otherwise materially impacts their
performance hereunder, Developer or Owner may terminate this Agreement upon ninety (90) days
prior written notice to the City.
(c) Changes to the California Building Code, California Fire Code,
California Plumbing Code, California Mechanical Code, and California Electrical Code, as
adopted by the City as Subsequent Land Use Regulations, if adopted prior to the issuance of a
building permit for development of the New Billboards. Notwithstanding the foregoing, if such
change materially changes Developer or Owner's costs or otherwise materially impacts their
performance hereunder, Developer or Owner may terminate this Agreement upon ninety (90) days
prior written notice to the City.
(d) Regulations that are not in conflict with the Development Approval
or this Agreement.
(e) Regulations that are in conflict with the Development Approval or
this Agreement, provided Developer has given written consent to the application of such
regulations to the Development.
(f) Applicable federal, state, county and multi jurisdictional laws and
regulations which the City is required to enforce against the Site or the Development, and that do
not have an exception for existing signs or legal nonconforming uses.
3.6.2 Future Discretion of the City. This Agreement shall not prevent the City
from denying or conditionally approving any application for a Subsequent Development Approval
on the basis of the Land Use Regulations or Subsequent Land Use Regulations then in effect.
3.6.3 Modification or Suspension by Federal, State, County, or Multi -
Jurisdictional Law. In the event that applicable federal, state, county or multi jurisdictional laws
or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance
with one or more of the provisions of this Agreement, and there is no exception for the legal
nonconforming use, such provisions of this Agreement shall be modified or suspended as may be
necessary to comply with such federal, state, county or multi jurisdictional laws or regulations,
and this Agreement shall remain in full force and effect to the extent it is not inconsistent with
such laws or regulations and to the extent such laws or regulations do not render such remaining
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provision impractical to enforce. Notwithstanding the foregoing, if such change materially changes
Developer or Owner's costs or otherwise materially impacts their performance hereunder,
Developer or Owner may terminate this Agreement upon ninety (90) days prior written notice to
the City.
3.7 Regulation by Other Public Agencies. It is acknowledged by the Parties that
other public agencies not subject to control by the City may possess authority to regulate aspects
of the Development as contemplated herein, and this Agreement does not limit the authority of
such other public agencies. Developer and Owner acknowledge and represent that, in addition to
the Land Use Regulations, Developer and Owner shall, at all times, comply with all applicable
federal, state and local laws and regulations applicable to the Development and that do not have
an exception for a legal nonconforming use. To the extent such other public agencies preclude
development or maintenance of the Development and do not have an exception for a legal
nonconforming use, Developer and Owner shall not be further obligated under this Agreement
except as provided in Section 4.1. Notwithstanding the foregoing, if such action by another public
agency materially changes Developer or Owner's costs or otherwise materially impacts their
performance hereunder, then (a) Developer or Owner may terminate this Agreement upon ninety
(90) days prior written notice to the City, or (b) if moving the New Static Billboard to another
location on the Site would reduce the impact of such public agency action, Developer or Owner
(at their sole cost and expense) may relocate the New Static Billoboard to another location on the
Site as reasonably determined by Developer or Owner, and the City shall reasonably cooperate
with such relocation of the New Static Billboard (e.g., if Caltrans widens the 710 Freeway in such
a manner that necessitates removal/relocation of the New Static Billboard, Developer or Owner
can relocate the New Static Billboard on the Site), and if requested by Developer or Owner, the
City shall enter into a relocation agreement with the Developer or Owner pursuant to Section 5412
of the California Outdoor Advertising Act.
3.8 Public Improvements. Notwithstanding any provision herein to the contrary, the
City shall retain the right to condition any Subsequent Development Approvals on the requirement
that Developer pay subsequently required development fees, and/or construct certain subsequently
required public infrastructure ("Exactions") at such time as the City shall determine, subject to the
following conditions:
3.8.1 The payment or construction must be to alleviate an impact caused by the
Development or be of benefit to the Development; and
3.8.2 The timing of the Exaction should be reasonably related to the development
of the Development, and said public improvements shall be phased to be commensurate with the
logical progression of the development of the Development, as well as the reasonable needs of the
public.
3.8.3 It is understood, however, that if there is a material increase in cost to
Developer or Owner, or such action by the City otherwise materially impacts Developer or Owner
or otherwise materially impacts their performance hereunder, Developer or Owner may terminate
this Agreement upon ninety (90) days prior written notice to the City.
3.9 Fees, Taxes and Assessments. During the Term of this Agreement, the City shall
not, without the prior written consent of Developer, impose any additional fees, taxes or
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assessments on all or any portion of the Development, except such fees, taxes and assessments as
are described in or required by this Agreement and/or the Development Approval. However, this
Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and
not on the New Static Billboard or Developer directly, as follows:
3.9.1 Developer shall be obligated to pay those fees, taxes or City assessments
and any increases in same which exist as of the Effective Date or are included in the Development
Approval;
3.9.2 Developer shall be obligated to pay any fees or taxes, and increases thereof,
imposed on a City-wide basis including, but not limited to, business license fees or taxes or utility
taxes;
3.9.3 Developer shall be obligated to pay all fees applicable to a permit
application as charged by the City at the time such application is filed by Developer; and
3.9.4 Developer shall be obligated to pay any fees imposed pursuant to any
Uniform Code that existed when the permit application is filed by Developer or that exists when
Developer applies for any Subsequent Development Approval.
3.10 Changes. Notwithstanding anything to the contrary herein, if there is a
change in such fees as compared to those fees in effect as of the Effective Date, or if any additional
fees are charged and such additional or increased fees materially change Developer or Owner's
costs or otherwise materially impact their performance hereunder, Developer or Owner may
terminate this Agreement upon ninety (90) days prior written notice to the City.
4. REVIEW FOR COMPLIANCE.
4.1 Annual Review. The City Council shall have the right to review this Agreement
annually at the City's sole cost, on or before the anniversary of the commencement of the Term,
to ascertain the good faith compliance by Developer with the terms of this Agreement ("Annual
Review"). However, no failure on the part of the City to conduct or complete an Annual Review
as provided herein shall have any impact on the validity of this Agreement or serve as a waiver of
the City's right to conduct an Annual Review in a year subsequent to a year in which an Annual
Review was not conducted. Developer shall cooperate with the City in the conduct of any such
Annual Review and, upon written request, provide the following information and documentation
to the City at least thirty (30) days before the anniversary of the commencement of the Term: (a)
any updates to Developer's contact information related to complaints concerning the New Static
Billboard, as required in the conditions at Exhibit "B", Section 6 herein, (b) status and amount of
all payment obligations to the City required under this Agreement for the year in question and
cumulatively beginning from the commencement of the Term, (c) any easement changes that could
in any way materially impact the City or Developer's obligations under this Agreement, (d) any
utility changes that could in any way materially impact the City or Developer's obligations under
this Agreement, and (e) any maintenance issues addressed or needing to be addressed per the
requirements of Exhibit "B".
4.2 City's Rights of Physical Access. The City and its officers, employees, agents and
contractors shall have the right, at their sole risk and expense and upon reasonable notice to
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Developer, to enter the Site without interfering with any railroad or other right-of-way, and at all
reasonable times with as little interference as possible, for the purpose of inspecting the New Static
Billboard. Such inspection must be conducted from a lift operated by Developer, its employees,
agents, or contractors, at no additional cost to Developer. Any damage or injury to the Site or to
the improvements constructed thereon resulting from such entry shall be promptly repaired at the
sole expense of the City.
4.3 Procedure. Each Party shall have a reasonable opportunity to assert matters which
it believes have not been undertaken in accordance with this Agreement, to explain the basis for
such assertion, and to receive from the other Party a justification of its position on such matters.
If, on the basis of the Parties' review of any terms of this Agreement, either Party concludes that
the other Party has not complied in good faith with the terms of this Agreement, then such Party
may serve a written "Notice of Non -Compliance" specifying the grounds therefor and all facts
demonstrating such non-compliance. The Party receiving a Notice of Non -Compliance shall have
thirty (30) days to cure or remedy the non-compliance identified in the Notice of Non -Compliance,
but if such cure or remedy is not reasonably capable of being cured or remedied within such thirty
(30)-day period, then the Party receiving a Notice of Non -Compliance shall commence to cure or
remedy the non-compliance within such thirty (30)-day period and thereafter diligently and in
good faith prosecute such cure or remedy to completion. If the Party receiving the Notice of Non -
Compliance does not believe it is out of compliance and contests the Notice of Non -Compliance,
it shall do so by responding in writing to said Notice of Non -Compliance within thirty (30) days
after receipt of the Notice of Non -Compliance. If the response to the Notice of Non -Compliance
has not been received in the office of the Party alleging the non-compliance within the prescribed
time period, the Notice of Non -Compliance shall be conclusively presumed to be valid. If a Notice
of Non -Compliance is contested, the Parties shall, for a period of not less than fifteen (15) days
following receipt of the response, seek to arrive at a mutually acceptable resolution of the matter(s)
occasioning the Notice of Non -Compliance. In the event that a cure or remedy is not timely
completed, the Party alleging the non-compliance may thereupon pursue the remedies provided in
Section 5; provided, however, that if the Notice of Non -Compliance is contested and the Parties
are not able to arrive at a mutually acceptable resolution of the matter(s) by the end of the fifteen
(15)-day period, then either Party shall have the right to seek a judicial determination of such
contested matter. Neither Party hereto shall be deemed in breach if the reason for non-compliance
is due to "force majeure" as defined in, and subject to the provisions of, Section 8.11.
4.4 Certificate of Agreement Compliance. If, at the conclusion of an Annual Review,
Developer is found to be in compliance with this Agreement, the City shall, upon request by
Developer, issue within ten (10) days of receipt of the request, a written confirmation
("Certificate") to Developer stating that, after the most recent Annual Review, and based upon the
information known or made known to the City Administrator and the City Council, that (a) this
Agreement remains in effect, and (b) Developer is in compliance with same. The Certificate shall
be in recordable form if requested by Developer, and shall contain information necessary to
communicate constructive record notice of the finding of compliance. Developer may record the
Certificate with the County Recorder. Additionally, in the event a Certificate issues or will issue,
Developer may, at any time, request from the City a Certificate stating, in addition to the foregoing,
which specific obligations under this Agreement have been fully satisfied with respect to the Site,
and City shall respond within ten (10) days of receipt of the request. If the City fails to respond to
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Developer's request pursuant to this Section 4.4, Developer shall be deemed to be in compliance
with this Agreement or any obligation that is the subject of Developer's request.
5. DEFAULT AND REMEDIES.
5.1 Termination of Agreement.
5.1.1 Termination of Agreement for Material Default of Developer. The City,
in its discretion, may terminate this Agreement for any material failure of Developer to perform
any material duty or obligation of Developer hereunder or to comply in good faith with the terms
of this Agreement; provided, however, the City may terminate this Agreement pursuant to this
Section only after following the procedures set forth in Section 4.3. In the event of a termination
by the City under this Section 5.1.1, Developer acknowledges and agrees that the City may retain
all fees accrued up to the date of the termination, including the Processing Fee and any
Development Fees or Alternative Fees, as applicable, paid up to the date of termination, and
Developer shall pay the prorated amount of the Development Fee or Alternative Fee, as applicable,
within sixty (60) days after the date of termination that equates to the percentage of time elapsed
in the year of the Term at the time of termination.
5.1.2 Termination of Agreement for Material Default of the City. Developer,
in its discretion, may terminate this Agreement for any material failure of the City to perform any
material duty or obligation of the City hereunder or to comply in good faith with the terms of this
Agreement; provided, however, Developer may terminate this Agreement pursuant to this Section
only after following the procedures set forth in Section 4.3. In addition, Developer may terminate
this Agreement if, despite Developer's good faith efforts, (a) it is unable to secure the Development
Approval, Final Permits and/or compliance with requirements under laws necessary to effectuate
the Development, or (b) any governmental agency has concluded a taking or regulatory taking of
the Site and/or the Development, or (c) it is unable to profitably operate the Development after
two (2) full years from the Commencement Date. In the event of a termination by Developer under
this Section 5.1.2, Developer acknowledges and agrees that the City may retain all fees, including
the Processing Fee and any Development Fees or Alternative Fees, as applicable, paid up to the
date of termination, and Developer shall pay the prorated amount of the Development Fee or
Alternative Fee, as applicable, within sixty (60) days after the date of termination that equates to
the percentage of time elapsed in the year of the Term at the time of termination.
5.1.3 Rights and Duties Following Termination. Upon the termination of this
Agreement, no Party shall have any further right or obligation hereunder except with respect to (a)
any obligations to have been performed prior to said termination, (b) any default in the
performance of the provisions of this Agreement which has occurred prior to said termination, (c)
Developer's obligation to remove the New Static Billboard pursuant to Section 2.3, or (d) any
continuing obligations to indemnify the other Party.
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6. INSURANCE, INDEMNIFICATION AND WAIVERS.
6.1 Insurance.
6.1.1 Types of Insurance.
(a) Liability Insurance. Beginning on the Effective Date hereof and
until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be
kept in force for Developer comprehensive broad form general liability insurance against claims
and liabilities covered by the indemnification provisions of Section 6.2. Developer has agreed to
indemnify the City to the extent of the liability insurance coverage with respect to its use,
occupancy, or improvements, or for property damage, providing protection of at least One Million
Dollars ($1,000,000) for bodily injury or death to any one person, at least Two Million Dollars
($2,000,000) for any one accident or occurrence, and at least One Million Dollars ($1,000,000) for
property damage. Developer shall also furnish or cause to be furnished to the City evidence that
any contractors with whom Developer has contracted for the performance of any work for which
Developer is responsible maintains the same coverage required of Developer.
(b) Worker's Compensation. Developer shall also furnish or cause to
be furnished to the City evidence that any contractor with whom Developer has contracted for the
performance of any work for which Developer is responsible hereunder carries worker's
compensation insurance as required by law.
(c) Insurance Policy Form, Sufficiency, Content and Insurer. All
insurance required by express provisions hereof shall be carried only by responsible insurance
companies qualified to do business in California with an AM Best Rating of no less than "A". All
such policies shall be non -assignable and shall contain language, to the extent obtainable, to the
effect that (i) the insurer waives the right of subrogation against the City and against the City's
agents and representatives except as provided in this Section; (ii) the policies are primary and
noncontributing with any insurance that may be carried by the City, but only with respect to the
liabilities assumed by Developer under this Agreement; and (iii) the policies cannot be canceled
or materially changed except after written notice by the insurer to the City as expeditiously as the
insurance company agrees to provide such notice. Developer shall furnish the City with certificates
evidencing the insurance required to be procured by the terms of this Agreement.
6.1.2 Failure to Maintain Insurance and Proof of Compliance. Developer
shall deliver to the City, in the manner required for notices, copies of certificates of all insurance
policies required of each policy within the following time limits:
(a) For insurance required above, within ten (10) business days after the
Effective Date or consistent with the requirements of Exhibit "D" (Schedule of Performance), Item
No. 7.
(b) The City may request to see updated copies of the current certificates
of all insurance policies required. The City reserves the right to obtain copies of the entire
insurance policy, including endorsements.
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If Developer fails or refuses to procure or maintain insurance as required hereby or fails or
refuses to furnish the City with required proof that the insurance has been procured and is in force
and paid for, the City, after complying with the requirements of Section 4.3, may view such failure
or refusal to be a default hereunder.
6.2 Indemnification.
6.2.1 General. To the extent of its liability coverage required under Section
6.1.1(a) above, Developer shall indemnify the City and Owner, and their respective City
Councilmembers, commission members, directors, officers, employees, and agents against, and
will hold and save them and each of them harmless from, any and all actions, suits, claims,
damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities
(herein "Claims or Liabilities") that may be asserted or claimed by any person, firm, or entity
arising out of or in connection with the work, operations, or activities of Developer, its agents,
employees, subcontractors, or invitees, hereunder, upon the Site relating to the Development;
provided, however, such indemnification obligation shall not be applicable to (a) the mere
discovery of any pre-existing adverse physical condition at the Site, except to the extent Developer
aggravates such pre-existing condition, or (ii) any Claims or Liabilities arising as a result of the
gross negligent or intentional misconduct of City or Owner or their respective City
Councilmembers, commission members, directors, officers, employees or agents.
(a) Subject to Developer's written approval, Developer will defend any
action or actions filed against the City or Owner in connection with any of said Claims or
Liabilities covered by the indemnification provisions herein and will pay all costs and expenses,
including reasonable legal costs and attorneys' fees incurred in connection therewith, which
attorneys will be the attorneys hired by the insurance company where insurance coverage applies.
(b) Developer will promptly pay any final non -appealable judgment
rendered against the City or Owner, or their respective City Councilmembers, commission
members, directors, officers, agents, or employees for any such Claims or Liabilities arising out of
or in connection with such work, operations, or activities of Developer upon the Site, and
Developer agrees to save and hold the City and Owner and their respective City Councilmembers,
commission members, directors, officers, agents, and employees harmless therefrom.
(c) Notwithstanding anything herein to the contrary, City shall
indemnify Developer and Owner, and their respective directors, officers, employees, and agents
against, and will hold and save them and each of them harmless from any Claims or Liabilities that
may be asserted by a City employee or agent arising out of or in connection with such City
employee's or agent's entrance onto the Site (including, without limitation, for any inspection of
the New Static Billboard); provided, however, such indemnification obligation shall not be
applicable to any Claims or Liabilities arising as a result of the gross negligent or intentional
misconduct of Developer or Owner or their respective directors, officers, employees or agents.
6.2.2 Loss and Damage. Except as set forth below, the City shall not be liable
for any damage to property of Developer, Owner or of others located on the Site, nor for the loss
of or damage to any property of Developer, Owner or others by theft or otherwise. Except as set
forth below, the City shall not be liable for any injury or damage to persons or property resulting
from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the
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Site or from the pipes or plumbing, or from the street, or from any environmental or soil
contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical
condition of the Site, or by any other cause of whatsoever nature. The foregoing two (2) sentences
shall not apply (i) to the extent the City or its agents, employees, subcontractors, invitees or
representatives causes such injury or damage when accessing the Site, or (ii) under the
circumstances set forth in Section 6.2.1 above.
6.2.3 Period of Indemnification. The obligations for indemnity under this
Section 6.2 shall begin upon the Effective Date and shall survive termination of this Agreement.
6.3 Waiver of Subrogation. Developer, Owner and the City mutually agree that
neither shall make any claim against, nor seek to recover from the other or its agents, servants, or
employees, for any loss or damage to Developer, Owner or the City, except as specifically provided
hereunder, which include but is not limited to a Claim or Liability to the extent arising from the
negligence or willful misconduct of the City, Owner or Developer, as the case may be, or their
respective officers, agents, or employees who are directly responsible to the City, Owner and
Developer, as the case may be.
7. MORTGAGEE PROTECTION.
The Parties hereto agree that this Agreement shall not prevent or limit Developer or Owner,
in any manner, at Developer or Owner's sole discretion, from encumbering the Site or any portion
thereof or the Development or any improvement thereon by any mortgage, deed of trust or other
security device securing financing with respect to the Site. The City acknowledges that the lenders
providing such financing may require certain Agreement interpretations and modifications and the
City agrees upon request, from time to time, to meet with Developer or Owner and representatives
of such lenders to negotiate in good faith any such request for interpretation or modification.
Subject to compliance with applicable laws, the City will not unreasonably withhold its consent to
any such requested interpretation or modification, provided the City determines such interpretation
or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of
the Site shall be entitled to the following rights and privileges:
(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat,
render invalid, diminish or impair the lien of any mortgage on the Development or Site made in
good faith and for value, unless otherwise required by law.
(b) The Mortgagee of any mortgage or deed of trust encumbering the Development or
Site, or any part thereof, which Mortgagee has submitted a request in writing to the City in the
manner specified herein for giving notices, shall be entitled to receive written notification from the
City of any default by Developer in the performance of Developer's obligations under this
Agreement.
(c) If the City timely receives a request from a Mortgagee requesting a copy of any
Notice of Non -Compliance given to Developer under the terms of this Agreement, the City shall
make a good faith effort to provide a copy of that Notice of Non -Compliance to the Mortgagee
within ten (10) business days of sending the Notice of Non -Compliance to Developer. The
Mortgagee shall have the right, but not the obligation, to cure the non-compliance during the period
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that is the longer of (i) the remaining cure period allowed such party under this Agreement, or (ii)
sixty (60) days.
(d) Any Mortgagee who comes into possession of the Development or the Site, or any
part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such
foreclosure, shall take the Development or the Site, or part thereof, subject to the terms of this
Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee
shall have an obligation or duty under this Agreement to perform any of Developer's obligations
or other affirmative covenants of Developer hereunder, or to guarantee such performance; except
that (i) to the extent that any covenant to be performed by Developer is a condition precedent to
the performance of a covenant by the City, the performance thereof shall continue to be a condition
precedent to the City's performance hereunder, and (ii) in the event any Mortgagee seeks to
develop or use any portion of the Development or the Site acquired by such Mortgagee by
foreclosure, deed of trust, or deed in lieu of foreclosure, such Mortgagee shall strictly comply with
all of the terms, conditions and requirements of this Agreement and the Development Approvals
applicable to the Development or the Site or such part thereof so acquired by the Mortgagee.
8. MISCELLANEOUS PROVISIONS.
8.1 Recordation of Agreement. This Agreement shall be recorded with the County
Recorder by the City Clerk within ten (10) days of execution, as required by Government Code
Section 65868.5. Amendments approved by the Parties, and any cancellation, shall be similarly
recorded. The provisions of this Agreement to the extent permitted by law shall constitute
covenants which shall run with the Land, and the benefits of this Development Agreement shall
bind and inure to the benefit of the parties and all successors in interest to the parties hereto.
8.2 Entire Agreement. This Agreement sets forth and contains the entire
understanding and agreement of the Parties with respect to the subject matter set forth herein, and
there are no oral or written representations, understandings or ancillary covenants, undertakings or
agreements which are not contained or expressly referred to herein. No testimony or evidence of
any such representations, understandings or covenants shall be admissible in any proceeding of
any kind or nature to interpret or determine the terms or conditions of this Agreement.
8.3 Severability. If any term, provision, covenant or condition of this Agreement shall
be determined invalid, void or unenforceable, then that term, provision, covenant or condition of
this Agreement shall be stricken and the remaining portion of this Agreement shall remain valid
and enforceable.
8.4 Assignment. Developer and/or Owner shall have the sole and absolute right to
assign any of its rights, title and interest, and delegate any of its duties and obligations, under this
Agreement. In the event of any such assignment or delegation, Developer and/or Owner shall
provide written notice to the City within ten (10) days of execution of such assignment or
delegation.
8.5 Interpretation and Governing Law. This Agreement and any dispute arising
hereunder shall be governed and interpreted in accordance with the laws of the State of California,
without regard to its conflict of laws principles. This Agreement shall be construed as a whole
according to its fair language and common meaning, to achieve the objectives and purposes of the
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parties hereto. The rule of construction, to the effect that ambiguities are to be resolved against the
drafting Party or in favor of the non -drafting Party, shall not be employed in interpreting this
Agreement, all Parties having been represented by counsel in the negotiation and preparation
hereof.
8.6 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement.
8.7 Singular and Plural. As used herein, the singular of any word includes the plural
and vice versa.
8.8 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
8.9 Waiver. Failure of a Party to insist upon the strict performance of any of the
provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon
the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand
strict compliance by the other Party with the terms of this Agreement thereafter.
8.10 No Third Party Beneficiaries. This Agreement is made and entered into for the
sole protection and benefit for the Parties and their respective successors and assigns. No other
person shall have any right of action based upon any provision of this Agreement.
8.11 Force Majeure. Notwithstanding any provision to the contrary herein, neither Party
shall be deemed to be in default where failure or delay in performance of any of its obligations
(other than obligations to make payments when due) under this Agreement is caused by an event
or circumstance that could not reasonably have been foreseen or avoided, mitigated or remedied,
and is beyond the Party's reasonable control. Examples of Force Majeure include: acts of God,
earthquakes, fires, rains, winds, wars, terrorism, riots or similar hostilities, strikes and other labor
difficulties beyond the Party's control (including the Party's employment force), government
actions and regulations (other than those of the City), and court actions (such as restraining orders
or injunctions). Force Majeure shall not include general economic or other conditions affecting
financial markets generally. If any such events shall occur during the term of this Agreement, the
Party claiming Force Majeure (the "Nonperforming Party") shall promptly notify the other Party
(the "Performing Party") of occurrence of that Force Majeure Event, its effect on performance,
and how long that Party expects it to last. Thereafter, the Nonperforming Party shall update that
information as reasonably necessary. During a Force Majeure event, the Nonperforming Party
shall use reasonable efforts to limit damages to the Performing Party and to resume its performance
under this Agreement. the time for performance shall be extended for the duration of each such
event or circumstance, provided that the Term of this Agreement shall not be extended under any
circumstances for more than five (5) years beyond the date it would have otherwise expired, and
further provided that if such delay is longer than six (6) months, Developer may terminate this
Agreement upon written notice to the City and the City shall return to Developer any portion of
the Development Fees or Alternative Fees, as applicable, paid for any period after the effective
date of such termination.
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8.12 Mutual Covenants. The covenants contained herein are mutual covenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby
of the covenants to be performed hereunder by such benefited Party.
8.13 Counterparts and Originals. This Agreement may be executed by the Parties in
counterparts, which counterparts shall be construed together and have the same effect as if all of
the Parties had executed the same instrument. There shall be two (2) fully signed copies of this
Agreement, each of which shall be deemed an original.
8.14 Litigation. Any action at law or in equity arising under this Agreement or brought
by any Party hereto for the purpose of enforcing, construing or determining the validity of any
provision of this Agreement shall be filed and tried in the Superior Court of the County of Los
Angeles, State of California, or such other appropriate court in said county. Service of process on
the City shall be made in accordance with California law. Service of process on Developer or
Owner shall be made in any manner permitted by California law and shall be effective whether
served inside or outside California. In the event of any action between the City, Owner or
Developer seeking enforcement of any of the terms and conditions to this Agreement, the
prevailing party in such action shall be awarded, in addition to such relief to which such party is
entitled under this Agreement, its reasonable litigation costs and expenses, including without
limitation its expert witness fees and reasonable attorneys' fees.
8.15 Covenant Not To Sue. The Parties to this Agreement, and each of them, agree that
this Agreement and each term hereof is legal, valid, binding, and enforceable. The Parties to this
Agreement, and each of them, hereby covenant and agree that each of them will not commence,
maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding against any
other Party to this Agreement, in law or in equity, which is based on an allegation, or assert in any
such action, that this Agreement or any term hereof is void, invalid, or unenforceable.
8.16 Development as a Private Undertaking. It is specifically understood and agreed
by and between the Parties that the Development is a private development, that neither Party is
acting as the agent of the other in any respect hereunder, and that each Party is an independent
contracting entity with respect to the terms, covenants and conditions contained in this Agreement.
No partnership, joint venture or other association of any kind is formed by this Agreement. The
only relationship between the City and Developer is that of a government entity regulating the
development of private property, on the one hand, and the holder of a legal or equitable interest in
such private property on the other hand. The City agrees that by its approval of, and entering into,
this Agreement, that it is not taking any action which would transform this private development
into a "public work" development, and that nothing herein shall be interpreted to convey upon
Developer any benefit which would transform Developer's private development into a public work
project, it being understood that this Agreement is entered into by the City and Developer upon
the exchange of consideration described in this Agreement, including the Recitals to this
Agreement, which are incorporated into this Agreement and made a part hereof, and that the City
is receiving by and through this Agreement the full measure of benefit in exchange for the burdens
placed on Developer by this Agreement.
8.17 Further Actions and Instruments. Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the performance
of all obligations under this Agreement and the satisfaction of the conditions of this Agreement.
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Upon the request of either Party at any time, the other Party shall promptly execute, with
acknowledgment or affidavit if reasonably required, and file or record such required instruments
and writings and take any actions as may be reasonably necessary under the terms of this
Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or
consummate the transactions contemplated by this Agreement.
8.18 Eminent Domain. No provision of this Agreement shall be construed to limit or
restrict the exercise by the City of its power of eminent domain or Developer or Owner's rights to
seek and collect just compensation or any other remedy available to them.
8.19 Amendments in Writing/Cooperation. This Agreement may be amended only
by written consent of the Parties specifically approving the amendment and in accordance with the
Government Code provisions for the amendment of development agreements, as well as with VMC
section 26.6.8-7. The Parties shall cooperate in good faith with respect to any amendment proposed
in order to clarify the intent and application of this Agreement, and shall treat any such proposal
on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non -material
modifications may be approved on behalf of the City by the City Administrator upon reasonable
approval by the City Attorney and without approval by the City Council
8.20 Corporate Authority. The person(s) executing this Agreement on behalf of each
of the Parties hereto represent and warrant that (i) such Party, if not an individual, is duly organized
and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said
Party, (iii) by so executing this Agreement such Party is formally bound to the provisions of this
Agreement, and (iv) the entering into this Agreement does not violate any provision of any other
agreement to which such Party is bound.
8.21 Notices. All notices under this Agreement shall be effective when delivered by (a)
United States Postal Service mail, registered or certified, postage prepaid return receipt requested,
or (b) a generally recognized overnight carrier regularly providing proof of delivery, and addressed
to the respective Parties as set forth below, or to such other address as either Party may from time
to time designate in writing by providing notice to the other party:
If to the City: City of Vernon
4305 Santa Fe Ave.
Vernon, CA 90058
Attn: Carlos Fandino, City Administrator
If to Developer: Magellan Atlantic 1, LLC
1800 Ave of the Stars, #105
Los Angeles, CA 90067
Attn: Martin Slusser
If to Owner: Magellan Atlantic 1, LLC
1800 Ave of the Stars, #105
Los Angeles, CA 90067
Attn: Martin Slusser
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8.22 Nonliability of Individuals. No officer, official, member, employee, agent, or
representatives of the City, Owner or Developer shall be personally liable for any amounts due
hereunder, and no judgment or execution thereon entered in any action hereon shall be personally
enforced against any such officer, official, member, employee, agent, or representative.
8.23 No Brokers. The City and Developer each represent and warrant to the other that
it has not employed any broker and/or finder to represent its interest in this transaction. Each Party
agrees to indemnify and hold the other free and harmless from and against any and all liability,
loss, cost, or expense (including court costs and reasonable attorneys' fees) in any manner
connected with a claim asserted by any individual or entity for any commission or finder's fee in
connection with this Agreement or arising out of agreements by the indemnifying party to pay any
commission or finder's fee.
8.24 No Conflict. Owner and Developer hereby represent, warrant and certify that no
member, officer or employee of either is a director, officer or employee of the City, or a member
of any of the City's boards, commissions or committees, except to the extent permitted by law.
8.25 Equal Employment Opportunity. Owner and Developer hereby certify and
represent that, during the Term of this Agreement, they and any other parties with whom they may
subcontract, shall adhere to equal employment opportunity practices to assure that applicants,
employees and recipients of service are treated equally and are not discriminated against because
of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition,
sexual orientation or marital status. Owner and Developer further agree to comply with The Equal
Employment Opportunity Practices provisions as set forth in Exhibit "E" attached hereto and
incorporated herein by reference.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first set forth above.
CITY:
CITY OF VERNON, a California charter City
and California municipal corporation
Melissa Ybarra, Mayor
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Brian Byun, Deputy City Attorney
[Signatures Continue on Following Page]
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MAGELLAN:
MAGELLAN ATLANTIC I, LLC, a Delaware
limited liability company
By: GAVI ATLANTIC MEMBER, LLC, a
Delaware limited liability company, its
Co -managing member
By: PRINCIPAL REAL ESTATE
INVESTORS, LLC, a Delaware limited
liability company, authorized signatory
IN
IIn
By: MAGELLAN ATLANTIC PARTNERS I, LLC, a
limited liability company, its managing member
By: MAGELLAN INDUSTRIAL FUND I, LP, a
Delaware limited partnership, its member
By: MAGELLAN PARTNERS, LLC a
Delaware limited liability company, its
general partner
By:
Kevin Staley
Its: member
By:
Martin Slusser
Its: member
[end of signatures]
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A notary public or other officer completing this certificate verifies
only the identity of the individual who signed the document to which
this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On , 201_, before me, ,
a Notary Public, personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY of PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
Witness my hand and official seal.
Notary Public
[SEAL]
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EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
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PARCEL 1:
THAT PORTION OF LOT 110 OF RANCHO LAGUNA (SO CALLED) IN THE CITY OF VERNON, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED AS EXHIBIT "A" IN CASE NO. B 25296 OF
THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR SAID COUNTY, AND THAT PORTION
OF THE RANCHO SAN ANTONIO, AS SHOWN ON MAP RECORDED IN BOOK 1 PAGE 389 OF PATENTS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING
DESCRIBED BOUNDARIES:
BEGINNING AT THE SOUTHEASTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED AS HAVING A
LENGTH OF 556.40 FEET AND A BEARING OF NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST IN
PARCEL 1 OF DEED TO THE STATE OF CALIFORNIA, RECORDED JANUARY 24, 1957 IN BOOK 53458 PAGE
311, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
THENCE ALONG SAID COURSE, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST, A DISTANCE OF
538.02 FEET TO A POINT ON A CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 450 FEET:
THENCE NORTHEASTERLY FROM A TANGENT WHICH BEARS NORTH 53 DEGREES 11 MINUTES 11
SECONDS EAST, ALONG SAID CURVE THROUGH AN ANGLE OF 10 DEGREES 31 MINUTES 39 SECONDS, AN
ARC DISTANCE OF 82.68 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT 5.00 FEET
SOUTHEASTERLY. MEASURED AT RIGHT ANGLES FROM THE SOUTHEASTERLY LINE OF ATLANTIC
BOULEVARD;
THENCE TANGENT NORTH 63 DEGREES 42 MINUTES 50 SECONDS EAST, ALONG SAID PARALLEL LINE, A
DISTANCE OF 274.58 FEET:
THENCE NORTH 73 DEGREES 05 MINUTES 20 SECONDS EAST, A DISTANCE OF 85.84 FEET:
THENCE NORTH 73 DEGREES 48 MINUTES 34 SECONDS EAST, A DISTANCE OF 115.58 FEET;
THENCE NORTH 85 DEGREES 07 MINUTES 44 SECONDS EAST, A DISTANCE
OF 196.25 FEET: THENCE EASTERLY AND SOUTHERLY ALONG A TANGENT CURVE CONCAVE SOUTHERLY
AND WESTERLY AND HAVING A RADIUS OF 149.50 FEET THROUGH AN ANGLE OF 77 DEGREES 42
MINUTES 51 SECONDS AN ARC DISTANCE OF 202.78 FEET;
THENCE TANGENT SOUTH 17 DEGREES 09 MINUTES 25 SECONDS EAST, A DISTANCE OF 174.28 FEET TO
A POINT ON A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 698.86 FEET;
THENCE SOUTHWESTERLY FROM ATANGENT THAT BEARS SOUTH 53 DEGREES 52 MINUTES 46 SECONDS
WEST, ALONG SAID CURVE THROUGH AN ANGLE OF 7 DEGREES 57 MINUTES 22 SECONDS AN ARC
DISTANCE OF 97.04 FEET TO THE MOST NORTHERLY CORNER OF THAT STRIP OF LAND DESCRIBED AS
PARCEL 7 IN DEED TO THE CHANSLOR-CANFIELD MIDWAY OIL COMPANY, RECORDED IN BOOK 19128
PAGE 133, OFFICIAL RECORDS;
THENCE TANGENT SOUTH 45 DEGREES 55 MINUTES 24 SECONDS WEST, ALONG THE NORTHWESTERLY
LINE OF SAID STRIP OF LAND SO DESCRIBED AS PARCEL 7, A DISTANCE OF 128.36 FEET:
THENCE STILL ON SAID LAST MENTIONED NORTHWESTERLY LINE, SOUTHWESTERLY ALONG THE ARC OF
A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 455.34 FEET THROUGH AN
ANGLE OF 42 DEGREES 57 MINUTES 44 SECONDS, AN ARC DISTANCE OF 341.43 FEET TO THE POINT OF
BEGINNING.
EXCEPT THEREFROM THAT PORTION OF SAID LOT 110 INCLUDED IN THE LAND DESCRIBED IN THE
QUITCLAIM DEED RECORDED ON JANUARY 24, 2012 AS INSTRUMENT NO. 20120124062, OF OFFICIAL
RECORDS.
EXCEPT THEREFROM ALL SUBSURFACE RIGHTS, TITLE AND INTEREST IN AND TO ALL SUBSURFACE
MINERAL RIGHTS EXISTING IN AND UNDER SAID LAND, BUT WITHOUT THE RIGHT TO ENTER UPON OR
USE THE SURFACE OF SAID LAND FOR THE DEVELOPMENT, EXTRACTION AND REMOVAL OF MINERALS
THEREUNDER, OR FOR ANY OTHER PURPOSE OR PURPOSES, AS DEED TO CHANSLOR-CANFIELD MIDWAY
OIL COMPANY. BY DEED RECORDED IN BOOK 23513 PAGE 240, OFFICIAL RECORDS.
PARCEL 2:
THOSE PORTIONS OF LOTS 109, 110 AND 115 OF RANCHO LAGUNA (SO CALLED) IN THE CITY OF
VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED AS EXHIBIT "A"
IN CASE NO. B 25296 OF SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR SAID COUNTY,
AND THAT PORTION OF THE RANCHO SAN ANTONIO, AS SHOWN ON MAP RECORDED IN BOOK 1 PAGE
389 OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE
FOLLOWING DESCRIBED BOUNDARIES:
BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN CURVE DESCRIBED AS HAVING A
RADIUS OF 6577.22 FEET AND AN ARC LENGTH OF 2244.08 FEET IN PARCEL 2 OF DEED TO THE STATE OF
CALIFORNIA, RECORDED JANUARY 24, 1957 IN BOOK 53458 PAGE 311, OFFICIAL RECORDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID CURVE BEING ON THE NORTHEASTERLY LINE
OF THE 100 FOOT STRIP OF LAND CONVEYED TO THE CITY OF LOS ANGELES, DEPARTMENT OF WATER
AND POWER, BY DEED RECORDED IN BOOK 14788 PAGE 1, OFFICIAL RECORDS;
THENCE TANGENT TO SAID CURVE, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST, ALONG SAID
NORTHEASTERLY LINE, A DISTANCE OF 621.63 FEET TO A POINT ON A CURVE, CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 468.34 FEET;
THENCE NORTHEASTERLY FROM A TANGENT WHICH BEARS NORTH 16 DEGREES 19 MINUTES 07
SECONDS WEST, ALONG SAID CURVE THROUGH AN ANGLE OF 73 DEGREES 37 MINUTES 57 SECONDS,
AN ARC DISTANCE OF 601.88 FEET;
THENCE SOUTH 21 DEGREES 52 MINUTES 38 SECONDS EAST, A DISTANCE OF 268.32 FEET;
THENCE SOUTH 27 DEGREES 05 MINUTES 17 SECONDS EAST, A DISTANCE OF 506.74 FEET;
THENCE SOUTH 29 DEGREES 50 MINUTES 54 SECONDS EAST, A DISTANCE OF 210.27 FEET;
THENCE SOUTH 35 DEGREES 45 MINUTES 42 SECONDS EAST, 269.32 FEET TO A POINT ON SAID
NORTHEASTERLY LINE CURVED, HEREINABOVE DESCRIBED AS HAVING A RADIUS OF 6577.22 FEET;
DISTANT THEREON 355.22 FEET SOUTHEASTERLY FROM SAID POINT OF BEGINNING;
THENCE NORTHWESTERLY ALONG SAID CURVE LINE THROUGH AN ANGLE OF 3 DEGREES 05 MINUTES 40
SECONDS, AN ARC DISTANCE OF 355.22 FEET TO THE POINT OF BEGINNING.
EXCEPT THEREFROM ALL MINERALS, PETROLEUM, GASES AND OTHER HYDROCARBON SUBSTANCES
EXISTING IN AND UNDER SAID LAND WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF
SAID LAND FOR THE EXTRACTION AND REMOVAL OF SUCH SUBSTANCES OR FOR ANY OTHER PURPOSE
OR PURPOSES, AS RESERVED IN DEED FROM CHANSLOR-CANFIELD MIDWAY OIL COMPANY, RECORDED
ON JULY 18, 1944 IN BOOK 21013 PAGE 131, OFFICIAL RECORDS.
PARCEL 3:
THAT CERTAIN PORTION OF LOT 110 OF SAID RANCHO LAGUNA AND ALSO A PORTION OF SAID RANCHO
SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A
PARCEL
OF LAND, 60 FEET IN WIDTH, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF THAT CERTAIN RAILROAD RIGHT OF WAY DESCRIBED
AS PARCEL 7 IN DEED RECORDED IN BOOK 19128 PAGE 133, OFFICIAL RECORDS, IN THE OFFICE OF SAID
COUNTY RECORDER;
THENCE FROM SAID POINT OF BEGINNING, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST, ALONG
THE NORTHEASTERLY LINE AND ITS NORTHWESTERLY PROLONGATION OF THE 100 FOOT WIDE RIGHT
OF WAY OF THE CITY OF LOS ANGELES, AS DESCRIBED IN DEED RECORDED IN BOOK 14788 PAGE 1,
OFFICIAL RECORDS, 471.47 FEET, MORE OR LESS, TO THE SOUTHEASTERLY LINE OF ATLANTIC
BOULEVARD, AS DESCRIBED IN DEED RECORDED IN BOOK 864 PAGE 317, OFFICIAL RECORDS:
THENCE NORTHEASTERLY ALONG SAID STREET LINE TO THE MOST WESTERLY CORNER OF THAT CERTAIN
PROPERTY DESCRIBED IN DEED TO THE UNITED STATES OF AMERICA, RECORDED IN BOOK 20047 PAGE
238, OFFICIAL RECORDS;
THENCE ALONG THE SOUTHWESTERLY LINE OF LAST SAID PROPERTY, SOUTH 54 DEGREES 28 MINUTES
35 SECONDS EAST. TO A POINT IN THE NORTHERLY LINE OF SAID RAILROAD RIGHT OF WAY;
THENCE WESTERLY ALONG LAST SAID LINE TO THE POINT OF BEGINNING.
EXCEPT THREFROM THAT PORTION OF SAID LOT 110 INCLUDED IN THE LAND DESCRIBED IN THE
QUITCLAIM DEED RECORDED ON JANUARY 24, 2012 AS INSTRUMENT NO. 20120124062, OF OFFICIAL
RECORDS.
EXCEPT ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCES CONTAINED IN SAID LAND,
BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF EXTRACTING OR REMOVING SUCH
PETROLEUM OR OTHER MINERALS OR FOR ANY PURPOSE IN CONNECTION THEREWITH, AS
RESERVED IN THE DEED FROM CHANSLOR-CANFIELD OIL COMPANY, RECORDED IN BOOK 20565 PAGE 1,
OFFICIAL RECORDS.
PARCEL 4:
THAT CERTAIN TRIANGULAR SHAPED PARCEL OF LAND IN SAID RANCHO SAN ANTONIO, IN THE CITY OF
VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BOUNDED SOUTHWESTERLY BY THE
NORTHEASTERLY LINE OF THE 100 FOOT WIDE RIGHT OF WAY OF THE CITY OF LOS ANGELES, AS
DESCRIBED IN DEED RECORDED IN BOOK 14788 PAGE 1, OFFICIAL RECORDS, BOUNDED EASTERLY BY
THE WESTERLY LINE OF THAT CERTAIN RAILROAD RIGHT OF WAY, 33 FEET IN WIDTH, DESCRIBED IN
DEED RECORDED IN BOOK 8118 PAGE 72, OFFICIAL RECORDS, AND BOUNDED NORTHERLY BY THE
SOUTHERLY LINE OF THAT CERTAIN RAILROAD RIGHT OF WAY GENERALLY 33 FEET IN WIDTH,
DESCRIBED AS PARCEL 7, IN DEED RECORDED IN BOOK 19128 PAGE 133, OFFICIAL RECORDS.
EXCEPT ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCES CONTAINED IN SAID LAND,
BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF EXTRACTING OR REMOVING SUCH
PETROLEUM OR OTHER MINERALS OR FOR ANY PURPOSE IN CONNECTION THEREWITH, AS
RESERVED IN THE DEED FROM CHANSLOR-CANFIELD OIL COMPANY, RECORDED IN BOOK 20565 PAGE 1,
OFFICIAL RECORDS.
FXHIRIT R
SCOPE OF DEVELOPMENT
Developer and the City agree that the Development shall be undertaken in accordance with the
terms of the Agreement, which include the following:
1. The Development. Developer shall install the New Static Billboard in
accordance with the terns of this Agreement. The New Static Billboard consists of one (1) single
sided 14 x 48 foot static display which is oriented toward the 710 Freeway, as depicted in Exhibit
"C". If and when Developer elects to improve the Site with one or more pennanent sturctures,
during such development Developer shall underground all utilities necessary for the New Static
Billboard. The Site shall be maintained in accordance with the conditions at Paragraph 3 below.
2. Building Fees. Developer shall pay all applicable City building fees, as described
at Section 2.4 of the Agreement, at the time that a building permit is issued for the installation of
the New Static Billboard on the Site.
3. Maintenance and Access. Developer, for itself and its successors and assigns,
hereby covenants and agrees to be responsible for the following:
(a) Maintenance and repair of the New Static Billboard (where authorized
pursuant to the Agreement, and including but not limited to, all related on -site improvements and,
if applicable, easements and rights -of -way, at its sole cost and expense), including, without
limitation, landscaping, poles, lighting, signs and walls (as they relate to the Development) in good
repair, free of graffiti, rubbish, debris and other hazards to persons using the same, and in
accordance with all applicable laws, rules, ordinances and regulations of all federal, state, and local
bodies and agencies having jurisdiction over the Site, unless those federal, state, and local bodies
have an exception for a legal nonconforming use. Such maintenance and repair shall include, but
not be limited to, the following: (i) sweeping and trash removal related to the Development; (ii)
the care and replacement of all shrubbery, plantings, and other landscaping or the painted backing
in a healthy condition if damaged by the Development; (iii) the ongoing maintenance by Developer
of any access road to the New Static Billboard if damaged by the Development and to minimize
dust caused by the Development; and (iv) the repair, replacement and repainting of the New Static
Billboard's structures and displays as necessary to maintain such billboard in good condition and
repair.
(b) Maintenance of the New Static Billboard and surrounding portion of the
Site in such a manner as to avoid the reasonable determination of a duly authorized official of the
City that a public nuisance has been created by the absence of adequate maintenance of the
Development such as to be detrimental to the public health, safety or general welfare, or that such
a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to
property or improvements within three hundred (300) feet of the Site.
(c) Developer shall reasonably coordinate with Owner or any neighboring
property owners who share utilities or access roads to their separate respective billboards. The
City may designate alternative access for planning purposes so long as such alternative access
allows Developer to access the New Static Billboard and related utilities.
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4. Other Rights of the City. In the event of any violation or threatened violation of
any of the provisions of this Exhibit "B", then in addition to, but not in lieu of, any of the rights or
remedies the City may have to enforce the provisions of the Agreement, the City shall have the
right, after complying with Section 4.3 of the Agreement, (i) to enforce the provisions hereof by
undertaking any maintenance or repairs required by Developer under Paragraph 3 above (subject
to the execution of a permit to enter in form reasonably acceptable to Owner) and charging
Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or
revoke, after giving written notice of said violation, any building permits, occupancy permits,
certificates of occupancy, business licenses and similar matters or approvals pertaining to the
Development or any part thereof or interests therein as to the violating Party or one threatening
violation.
5. No City Liability_. The granting of a right of enforcement to the City does not create
a mandatory duty on the part of the City to enforce any provision of the Agreement. The failure of
the City to enforce the Agreement shall not give rise to a cause of action on the part of any person.
No officer or employee of the City shall be personally liable to Developer, its successors,
transferees or assigns, for any default or breach by the City under the Agreement.
6. Conditions of Approval. The following additional conditions shall apply to the
installation of the New Static Billboard and, where stated, landscaping adjacent to the New Static
Billboard, which billboard and landscaping or painted backing adjacent to the billboard,
respectively, shall conform to all applicable provisions of the Development Approval and the
following conditions, in a manner subject to the approval of the Director of Public Works or his
or her designee:
(a) A building per-init(s) will be required, and structural calculations shall be
prepared by a licensed civil engineer and approved by the Director of Public Works or his or her
designee.
(b) The New Static Billboard shall be located in the portion of the Site shown
on Exhibit "C", and shall be of the dimensions described in Section 1, above.
(c) The New Static Billboard pole(s) shall have a column cover as depicted in
the Site Plan and Elevations within Exhibit "C". In addition, the poles of the New Static Billboard
will bear the name and/or logo of the City in a reasonable size and location on the pole(s). The
Developer and the City shall work cooperatively with respect to the reasonable design on the poles
with the City to have ultimate approval authority.
(d) Plans and specifications for the proposed installation of the New Static
Billboard shall be submitted to the City for plan check and approval prior to the issuance of
building permits. Plans and specifications for the proposed installation of the undergrounding of
all utilities shall be submitted to the City for plan check and approval prior to the issuance of
electrical permits.
(e) Prior to the approval of the final inspection, all applicable conditions of
approval and all mandatory improvements shall be completed to the reasonable satisfaction of the
City.
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(f) Developer shall maintain the New Static Billboard and use thereof in full
compliance with all applicable codes, standards, policies and regulations imposed by the City,
county, state or federal agencies by any duly and valid City, county or state ordinance with
jurisdiction over the facilities, unless the Development is exempted as a legal nonconforming use.
(g) Developer shall, at all times, comply with the approval for the New Static
Billboard from the California Department of Transportation Outdoor Advertising Division, and
shall maintain acceptable clearance between proposed billboards and Southern California Edison
distribution lines.
(h) Developer shall pay any and all applicable fees due to any public agency
prior to the final issuance of the applicable building or electrical permits.
(i) The activities proposed in the Agreement shall be conducted completely
upon the Site and shall not use or encroach on any public right-of-way.
0) Developer shall ensure that all access to the New Static Billboard is kept
restricted to the general public to the extent pennitted under local laws and by the Development
Approval.
(k) If any portion of the painted backing installed adjacent to the New Static
Billboard is damaged by the Development or becomes damaged, as determined by the City's
Director of Public Works or his or her designee, Developer shall repair, or cause to be repaired,
such damage within thirty (30) days of written notification by the City, unless such time is
extended by the City's Director of Public Works or his or her designee if Developer shows unusual
circumstances requiring more time to accomplish such repair.
(1) Developer shall coordinate its work with the requirements of the City's Gas
& Electric Department to achieve the undergrounding of all utilities, as applicable.
(m) Developer shall comply with all necessary federal National Pollutant
Discharge Elimination System ("NPDES") requirements pertaining to the proposed use, to the
extent applicable.
(n) All graffiti shall be adequately and completely removed or painted over
within 48 hours of notice to Developer of such graffiti being affixed on the Development.
(o) Prior to final sign off of the building permit for the New Static Billboard,
the applicable landscaping or painted backing shall be installed at the Site.
(p) Developer shall comply with State law regarding the limitation of light or
glare or such other standards as adopted by the Outdoor Advertising Association of America, Inc.
("OAAA"), including but not limited to, the 0.3 foot-candles limitation over ambient light levels
and ensuring additional flexibility in reducing such maximum light level standard given the
lighting environment, the obligation to have automatic diming capabilities, as well as providing
the City's Director of Public Works or his or her designee with a designated Developer employee's
phone number and/or email address for emergencies or complaints that will be monitored 24 hours
a day/7 days per week. Upon any reasonable complaint by the City's Director of Public Works or
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his or her designee, Developer shall dim the display to meet these guidelines and further perforrn
a brightness measurement of the display using OAAA standards and provide the City with the
results of same within ten (10) business days of the City's complaint.
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EXHIBIT C
SITE PLAN AND BILLBOARD ELEVATIONS
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EXHIBIT D
SCHEDULE OF PERFORMANCE
ITEM OF PERFORMANCE
TIME FOR
REFERENCE
PERFORMANCE
1. [INTENTIONALLY LEFT
BLANK]
2. Effective Date of this Agreement.
30 days following City
1.1.16
Council's second reading and
adoption of ordinance approving
Agreement
3. Developer prepares and submits to
Within 120 days of City
3.4
City working drawings
Council's second reading and
specifications and engineering, the
adoption of ordinance approving
City commences approval process.
Agreement
4. City to approve all construction and
Within 30 days of City's receipt
engineering drawings and
of Developer's construction
specifications with a plan check
drawings and specifications
approval, and issue a building
addressing all of City's
permit and an electrical permit.
comments.
City agrees to any necessary
building or electrical permits
needed for Developer to acquire the
Caltrans approvals. Developer
agrees not to commence
construction until it receives the
applicable Caltrans approvals.
5. Developer to provide copy of
Prior to commencing any
3.3, 3.4
Caltrans approval to City.
inspections and work on the
Development.
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ITEM OF PERFORMANCE
TIME FOR
REFERENCE
PERFORMANCE
6. Developer to submit proof of
Prior to commencing any
6.1.2
insurance to City.
inspections and work on the
Development
7. Developer obtains unfinalled
Prior to commencing work on
2.6.1
versions of the Final Permits and
the Development
provides notice to City of same.
8. Developer pays City first
March 31 after Commencement
2.6.1 and 2.6.2
installment of Development Fee or
Date
Alternative Fee, if applicable, if
Developer receives Final Permits
9. Developer pays City second
March 31, two years after
2.6
installment and subsequent annual
Commencement Date, and
installments of the Development
continuing throughout the Term.
Fee if Developer receives Final
Each payment occurring by
Permits.
March 31 of the year following
the payment year of operation
during the Term
10. Developer pays the Alternative Fee
Within 90 days of the end of
2.7
if in excess of the Development
each calendar year of the Term
Fee.
It is understood that this Schedule of Performance is subject to all of the tenns and
conditions of the text of the Agreement. The summary of the items of performance in this
Schedule of Performance is not intended to supersede or modify the more complete
description in the text; in the event of any conflict or inconsistency between this Schedule
of Performance and the text of the Agreement, the Agreement shall govern.
The time periods set forth in this Schedule of Performance may be altered or
amended only by written agreement signed by both Developer and the City.
Notwithstanding any extension of the Term in the manner described herein, and subject to
the provisions of Section 3.5 of the Agreement, the City Administrator shall have the
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authority to approve extensions of time set forth in this Schedule of Performance without
action of the City Council, not to exceed a cumulative total of 180 days.
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RXNTRTT F
EOUAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISIONS
A. Developer and Owner certify and represent that, during the performance of
this Agreement, Developer and each subcontractor shall adhere to equal opportunity
employment practices to assure that applicants and employees are treated equally and are
not discriminated against because of their race, religious creed, color, national origin,
ancestry, handicap, sex, or age. Developer and Owner further certify that they will not
maintain any segregated facilities.
B. Developer and Owner agree that they shall, in all solicitations or
advertisements for applicants for employment placed by or on behalf of Developer or
Owner, state that they are `Equal Opportunity Employers" or that all qualified applicants
will receive consideration for employment without regard to their race, religious creed,
color, national origin, ancestry, handicap, sex or age.
C. Developer and Owner agree that they shall, if requested to do so by the City,
certify that they have not, in the performance of this Agreement, discriminated against
applicants or employees because of their membership in a protected class.
D. Developer and Owner agree to provide the City with access to, and, if
requested to do so by City, through its awarding authority, provide copies of all of their
records pertaining or relating to their employment practices, except to the extent such
records or portions of such records are confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as
to require or permit any act which is prohibited by law.
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EXHIBIT B
[Exempt From Recording Fee Per Gov. Code §6103]
DIGITAL BILLBOARD DEVELOPMENT AGREEMENT
This Digital Billboard Development Agreement (hereinafter "Digital Billboard
Agreement" or "Agreement") is entered into this day of , 2017
(hereinafter the "Effective Date"), by and between the City of Vernon, a California chartered City
and municipal corporation of the State of California (hereinafter "City"), and Magellan Atlantic I,
LLC, a California limited liability company (hereinafter "Magellan").
RF.C1TAT.0
A. California Government Code Sections 65864 et seq. (the "Development Agreement
Law") authorizes cities to enter into binding development agreements with persons having a legal
or equitable interest in real property for the development of such property, all for the purposes of
strengthening the public planning process, encouraging private participation and comprehensive
planning, and identifying the economic costs of such development.
B. Owner (as defined in Section 1.1.21 below) has an ownership interest in that certain
portion of real property, located adjacent to, and on the western side of, the south -bound lanes of
the 710 Freeway, commonly known as 3030 S. Atlantic Blvd. in the City of Vernon, Assessor
Parcel Number 6314-033-002, as more specifically described in Exhibit "A" and depicted at
Exhibit "C", attached hereto and incorporated herein, upon which the Development (as defined
below) is located (the "Site").
C. Developer (as defined in Section 1.1.11 below) seeks to install two (2) new single -
sided 14 x 48 foot digital displays placed in a "V" formation (together, the "New Digital
Billboards") and one single sided 14 x 48 foot static display (the "New Static Billboard") which is
oriented toward the 710 Freeway, as depicted in Exhibit "C" (collectively the New Digital
Billboards and New Static Billboard are referred to as the "New Billboards"). In addition,
Developer intends to remove, at its sole cost and expense, one existing static display on the Site
(the "Defunct Billboard").
D. Given the different terms and conditions of the New Billboards, the Parties have
agreed to execute two separate and independent agreements for each of (i) the New Digital
Billboards and (ii) the New Static Billboard. The agreement for the New Static Billboard shall be
referred to herein as the "Static Billboard Agreement," and together with this Digital Billboard
Agreement, the "Agreements."
E. Owner has consented to Developer's application for this Agreement, and
Developer, as the owner of a leasehold, license or easement interest in the Development, has a
legal and/or equitable interest in a portion of the Site and thus qualifies to enter into this Agreement
in accordance with the Development Agreement Law.
F. In exchange for the City approvals sought by Developer for the New Digital
Billboards as provided herein, Developer is agreeable to, among other things, paying to the City
an annual Development Fee or Alternative Fee for the New Digital Billboards, whichever is
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greater, as defined and provided in Sections 2.6.1 and 2.6.2 below, for the cost to the City to
mitigate the impact of the installation of the New Digital Billboards.
G. The Site is located within the City's Industrial Zone, and, pursuant to section 26.9.2
of the Vernon Municipal Code ("VMC"), may be developed by installing, constructing, modifying,
or replacing the New Digital Billboards, subject to, among other things, City Council approval of
this Agreement.
H. Developer and the City agree that a development agreement should be approved
and adopted to memorialize the property expectations of the City and Developer, as more
particularly described herein.
I. The City Council finds that this Agreement is in the best public interest of the City
and its residents, adopting this Agreement constitutes a present exercise of the City's police power,
and this Agreement is consistent with the City's General Plan and with the VMC in all respects.
Further, the City Council has found that approval of this Agreement and the Development itself
are categorically exempt from review under the California Environmental Quality Act ("CEQA")
under CEQA Guidelines section 15302, because the Development contemplates only replacement
or reconstruction of existing structures or facilities on the same site having substantially the same
size, purpose and capacity. This Agreement and the proposed Development will achieve a number
of City objectives, including utilizing the Site for a revenue -generating use.
J. The purpose of this Agreement is to set forth the rules and regulations applicable
to the Development, which shall be accomplished in accordance with this Agreement, including
the Scope of Development (Exhibit `B"), which sets forth a description of the Development and
the Schedule of Performance (Exhibit "D").
COVENANTS
NOW, THEREFORE, in consideration of the above preamble and recitals and of the
mutual covenants hereinafter contained and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the City and Developer and Owner agree as
follows:
1. DEFINITIONS AND EXHIBITS.
1.1 Definitions. This Agreement uses a number of terms having specific meanings, as
defined below. These specially defined terms are distinguished by having the initial letter
capitalized, when used in the Agreement. In addition to the terms defined in the Recitals above,
the defined terms include the following:
1.1.1 "Agreement" means this Digital Billboard Development Agreement and all
attachments and exhibits hereto.
1.1.2 "Alternative Fee" shall have the meaning set forth at Section 2.6.2.
1.1.3 "Amendment" shall have the meaning set forth at Section 2.3.
1.1.4 "Caltrans" means the California Department of Transportation.
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1.1.5 "CEQA" means the California Environmental Quality Act (Public
Resources Code Section 21000 et seq. ), as it may be amended from time to time.
1.1.6 "Chamber" means the Vernon Chamber of Commerce.
1.1.7 "City" means the City of Vernon, a California chartered City and municipal
corporation.
1.1.8 "City Council" means the City Council of the City.
1.1.9 "Commencement Date" shall have the meaning set forth at Section 2.6.1.
1.1.10 "County Recorder" means the Los Angeles County Registrar -Recorder /
County Clerk.
1.1.11 "Developer" means any party holding the exclusive leasehold, license or
easement interest in the Development. If there is no party holding an exclusive leasehold, license
or easement interest in the Development, the Developer shall be the Owner. The current Developer
is Magellan, and its successors and assigns.
1.1.12 "Development" means the design and installation of the New Digital
Billboards on the Site, and removal or relocation of the Defunct Billboard (as defined in Exhibit
B).
1.1.13 "Development Approval" means approval of this Agreement and all
necessary variances or code amendments related thereto, collectively, by any and all applicable
governmental agencies, including the City, and as applicable, Caltrans.
1.1.14 "Development Fee" shall have the meaning set forth at Section 2.5.
1.1.15 "Director of Public Works" shall mean the City's Director of Public Works,
Water & Development Services.
1.1.16 "Effective Date" means the date inserted into the preamble of this
Agreement, which is thirty (30) days following Development Approval #3.
1.1.17 "Final Permits" means any and all required permits to maintain and operate
the New Digital Billboards as contemplated in Section 3.3 (including, without limitation, all
utilities required by the New Digital Billboards), which such permits have been "finaled" by the
applicable inspectors.
1.1.18 "Land Use Regulations" means all ordinances, resolutions, codes, rules,
regulations and official policies of the City, including, but not limited to, the City's General Plan
and VMC, including, but not limited to, the Zoning Code [VMC, Ch. 26], which govern
development and use of the Site, including, without limitation, the permitted use of the Site, the
density or intensity of use, subdivision requirements, the maximum height and size of the New
Billboards and the design, improvement and construction standards and specifications applicable
to the Development or the Site which are in full force and effect as of the Effective Date of this
Agreement, subject to the terms of this Agreement. Land Use Regulations shall also include the
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federal National Pollutant Discharge Elimination System ("NPDES") regulations and approvals
from the California Department of Transportation Outdoor Advertising Division, to the extent
applicable.
1.1.19 "Mortgagee" means a mortgagee of a mortgage, a beneficiary under a deed
of trust or any other security device, a lender or each of their respective successors and assigns.
1.1.20 "Operator" means the person or entity who operates the New Digital
Billboards, contracts directly with advertisers, and collects revenues directly from advertisers. The
Owner or Developer may be the Operator.
1.1.21 "Owner" means the party holding the fee interest in the Site. The current
Owner is Magellan, and its successors and assigns.
1.1.22 "Party" means Owner, Developer or City.
1.1.23 "Parties" means, collectively, Owner, Developer and City.
1.1.24 "Site" shall have the meaning provided in Recital B.
1.1.25 "Schedule of Performance" means the Schedule of Performance attached
hereto as Exhibit "D" and incorporated herein.
1.1.26 "Scope of Development" means the Scope of Development attached hereto
as Exhibit `B" and incorporated herein.
1.1.27 "Subsequent Land Use Regulations" means any Land Use Regulations
effective after the Effective Date of this Agreement (whether adopted prior to or after the Effective
Date of this Agreement) which govern development and use of the Site.
1.1.28 "Subsequent Development Approvals" means any approval sought by
Developer in connection with future changes desired to be made by Developer to the Development
following its initial completion.
1.1.29 "Term" shall have the meaning provided in Section 2.3, unless earlier
terminated as provided in this Agreement.
1.1.30 "VMC" shall mean the Vernon Municipal Code, as such shall be amended
from time to time.
1.2 Exhibits. The following documents are attached to, and by this reference made a
part of, this Agreement: Exhibit "A" (Legal Description of Site), Exhibit "B" (Scope of
Development), Exhibit "C" (Site Plan and Elevations), Exhibit "D" (Schedule of Performance),
and Exhibit "E" (City's Equal Employment Opportunity Practice Provisions).
2. GENERAL PROVISIONS.
2.1 Binding Effect of Agreement. From and following the Effective Date, actions by
the City and Developer with respect to the Development, including actions by the City on
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applications for Subsequent Development Approvals affecting the Site, shall be subject to the
terms and provisions of this Agreement; provided, however, that nothing in this Agreement shall
be deemed or construed: (i) to bind or restrict Developer with respect to its ownership or operation
of the Development, except as expressly set forth in this Agreement, or (ii) to impose any
obligation whatsoever on Owner with respect to the Development, except as expressly set forth in
this Agreement.
2.2 Interest in Site. The City and Developer acknowledge and agree that Developer
has a legal and/or equitable interest in the Site, and thus is qualified to enter into and be a party to
this Agreement under the Development Agreement Law.
2.3 Term of Agreement and Renewal. Unless terminated earlier as provided in this
Agreement, this Agreement shall continue in full force and effect from the Effective Date until the
earlier of (i) thirty (30) years from the Effective Date; or (ii) when the New Digital Billboards are
permanently removed (other than removal for repair or replacement) (the "Term"). At least thirty
(30) days prior to the end of the Term, the Parties shall come to agreement on whether this
Agreement is to be renewed for an additional term of years to be determined or is to expire by its
own terms. If the former, the Parties shall execute a written amendment to this Agreement
("Amendment"), which shall be approved by the City Council. If the Parties have agreed to enter
into the Amendment prior to the expiration of the Term, then the Term shall automatically be
extended to the day prior to the effective date of the Amendment. If this Agreement expires on its
own terms or is otherwise terminated earlier pursuant to Section 5 of this Agreement, then within
thirty (30) days after the termination of this Agreement, the Developer and the City shall execute
a written cancellation of this Agreement which shall be recorded with the County Recorder
pursuant to Section 8.1 below. If no Amendment is agreed to following termination of the
Agreement (but by no later than the recording of the written cancellation of the Agreement), then
Developer must remove the New Digital Billboards at Developer's sole cost and expense.
2.4 Processing Fee. Upon submission of its application for the approvals granted by
this Agreement, Developer has paid to the City a processing fee ("Processing Fee") in the amount
of Five Thousand Dollars ($5,000) for the New Digital Billboards. The City shall retain and use
the Processing Fee, or any part thereof, for any public purpose within the City's discretion. The
Processing Fee shall be separate from all fees which are standard and uniformly applied to similar
projects in the City, including, but not limited to, business license fees (due by Developer to the
City annually), one-time plan check fees and building permit fees, and any other fees imposed by
Los Angeles County, as may be applicable.
2.5 Development Fee. The potential impacts of the Development on the City and
surrounding community are difficult to identify and calculate. Developer and the City agree that
an annual development fee paid by Developer to the City would adequately mitigate all such
potential impacts. The Parties therefore agree that Developer shall pay an annual development fee
to the City, subject to the obligation to pay the Alternative Fee per Section 2.6.2 below. The
development fee shall be Forty Thousand Dollars ($40,000) per calendar year of the Term for each
face of the two (2) New Digital Billboards i.e., $80,000 per year total for the New Digital
Billboards) (the "Development Fee"). The Development Fee shall be increased every three (3)
years (each, an "Adjustment Period") in proportion to the adjustment over the same time to the
U.S. all items Consumer Price Index for All Urban Consumers (CPI-U) for the Los Angeles -
Orange -Riverside area, base period 1982-1984, based upon the most recent month of publicly
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available CPI data available as of January 31 of the year of such increase; provided, however, that
any CPI Increase shall not exceed six percent (6%) of the Development Fee per Adjustment Period
(each, a "CPI Increase"). For the avoidance of doubt, should the Parties inadvertently fail to apply
a CPI Increase at the end of any given Adjustment Period, such shall not be deemed a waiver of
that particular CPI Increase, but rather, shall be added to any subsequent CPI Increase(s).
Notwithstanding the foregoing, if any one or more digital faces of the New Digital Billboards is
permanently reduced, removed (other than removal for repair or replacement) or destroyed (in its
entirety), Developer shall not be required to pay that portion of the Development Fee attributable
to such face. Instead, Developer shall pay the Development Fee for each face of the New Digital
Billboards -turned -static as prescribed under the Static Billboard Agreement and prorated from the
date the digital face(s) is/are permanently removed.
2.6 Development Fee Payments.
2.6.1 Development Fee: The Development Fee for the prior calendar year shall
be due and payable no later than March 31 of the following calendar year, with the first installment
prorated and due no later than the first March 31 after the initial calendar year Developer receives
the Development Approval for the New Billboards from the applicable governmental authorities
and the Final Permits. Developer shall provide notice to the City within five (5) business days of
its receipt of all Final Permits. The initial Development Fee (or Alternative Fee per Section 2.6.2)
shall be calculated from the day the City receives such notice (the "Commencement Date").
Nothing herein relieves the City from its contractual duty to issue all municipal building permits
that are associated with the Development if Developer is in compliance with the terms of this
Agreement.
2.6.2 Alternative Fee: For any calendar year of the Term where the Alternative
Fee, as defined in this Section 2.6.2, exceeds the Development Fee described at Section 2.6.1 above
for the New Digital Billboards, Developer shall pay to the City the Alternative Fee, which is
defined as an amount equal to eight percent (8%) of the gross advertising revenue from the New
Digital Billboards during the preceding calendar year of the Term (the "Alternative Fee"). If the
Development Fee is greater than the Alternative Fee for any calendar year, then the Developer
shall pay to the City the Development Fee. Within ninety (90) days following the end of each
calendar year of the Term hereof, and ending within ninety (90) days after the end of the Term or
earlier termination of the Agreement, Developer (and/or Operator, as applicable) shall furnish to
the City a statement in writing, certified by Developer to be correct, showing the total gross
advertising revenues made from the New Digital Billboards during the preceding calendar year of
the Term. Gross advertising revenue shall specifically exclude advertising agency fees paid to the
advertiser's advertising agency and/or brokerage fees paid to the sales brokers other than
Developer and/or Operator. Furthermore, the gross advertising revenue is based solely on the basic
advertising size, as recorded on the City's building permits, and does not include free -form cut-
outs, solid extensions, back -lit displays, 3D presentations, tri-vision, stretch faces, additional art
work reproductions or any other special treatment or appurtenances as required by the advertiser.
2.7 Audit of Alternative Fee. With prior written notice to Developer of not less than
ten (10) business days, the City shall have the right to audit gross advertising revenue for the New
Digital Billboards and to view those portions of any advertising space contracts or invoices that
relate to the New Digital Billboards, at Developer's (and/or Operator's, as applicable) office, on
normal workdays between 9:00 a.m. and 4:00 p.m. once a year. Prior to the audit, the City shall,
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at Developer's (and/or Operator's, as applicable) request, sign a confidentiality agreement
regarding the advertising space contracts and invoices. If the statement of total gross advertising
revenue previously provided to the City is found by the City to be inaccurate for the prior calendar
year of the Term, then, and in that event, there shall be an adjustment and within ten (10) business
days upon receiving written demand, one party shall pay to the other such sums as may be
necessary to settle in full the accurate underpayment or overpayment of the Alternative Fee, if any,
that should have been paid for the period covered by such inaccurate statement. If said audit
discloses an underpayment of greater than five percent (5%) with respect to the amount of total
gross advertising revenue reported for the period of said report, then Developer (and/or Operator,
as applicable) shall immediately pay to the City the cost of such audit, plus ten percent (10%)
interest per annum on the amount underpaid from the date of submission of the Development Fee
or the Alternative Fee, as applicable. If the audit does not disclose an underpayment of greater than
five percent (5%) with respect to the amount of total gross advertising revenue reported for the
period of said report, the cost of such audit shall be paid by the City and no interest payment is due
thereon.
2.8 Acknowledgment by Operator. In the event Developer enters into a contract or
lease agreement with an Operator to operate the New Digital Billboards, such contract or lease
agreement shall provide for Operator's acknowledgment of and consent to be bound by this
Agreement, including but not limited to Sections 2.6, 2.7, 2.9, 2.10, 2.11, 2.12, and 4.2. Upon
execution of such a contract or lease agreement, Developer shall deliver a copy to the City for its
records.
2.9 Prohibited Use. Developer shall not utilize any of the displays on the New Digital
Billboards to advertise tobacco, marijuana, hashish, any adult or sexually oriented businesses as
defined in VMC Section 5.81.2, any products or services thereof, or show sexually oriented images
or language, or as may be prohibited by any City ordinance existing as of the Effective Date of
this Agreement.
2.10 Safety and Appearance. In addition to the requirements set forth in VMC Section
26.9.3-6 and under Section 26.9.3-6(f), the brightness of the New Digital Billboards shall be such
that the difference of ambient light measurement and the New Digital Billboards light turned on
to full white copy shall be no greater than 0.3 foot-candles when measured from a distance of 150
feet from the base of the New Digital Billboards.
2.11 City Discount. Businesses that are members of the Chamber and the Chamber
itself shall be entitled to a 10% discount (from the "rate card" rates) for advertising on the New
Digital Billboards.
2.12 City Use of New Digital Billboards. Subject to availability (except in the case of
an Emergency Situation, as defined below), the City may, free of charge, post public service
announcements ("PSAs") on the New Digital Billboards for up to a maximum of five (5) weeks
(i.e., 840 hours) every calendar year during the Term ("PSA Time"). PSA Time may be subdivided
at the sole discretion of the City. In the case of a public safety emergency or natural disaster,
including but not limited to a chemical or hazardous waste incident, explosion, earthquake, flood,
or criminal incident (e.g., Amber Alerts) (each, an "Emergency Situation"), the City's PSA shall
preempt any and all existing commercial advertising until the Emergency Situation has been abated
and, in the reasonable discretion of the City, the PSA is no longer necessary to preserve the health
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and/or safety of the public. Emergency Situation PSAs shall not be charged to the City's PSA time.
The City shall not, under any circumstances, be liable to Developer or any third party for any losses
incurred due to the City's posting of an Emergency Situation PSA.
3. DEVELOPMENT AND IMPLEMENTATION OF THE DEVELOPMENT.
3.1 Rights to Develop. Subject to and during the Term of this Agreement, Owner and
Developer shall have the right to develop the Site in accordance with, and to the extent of, the
Development Approval, the Land Use Regulations and this Agreement, provided that nothing in
this Agreement shall be deemed to modify or amend any of the pre-existing Land Use Regulations,
as more particularly set forth in Section 3.2 below.
3.2 Effect of Agreement on Land Use Regulations. Except as otherwise provided
under the terms of this Agreement, the rules, regulations and official policies governing the density
and intensity of use of the New Digital Billboards on the Site, the maximum height and size of the
New Digital Billboards on the design, improvement and construction standards and specifications
applicable to the Site and the New Digital Billboards shall be as set forth in the Land Use
Regulations which are in full force and effect as of the Effective Date of this Agreement, subject
to the terms of this Agreement.
3.3 Development Approval. Developer, at its own expense and before
commencement of demolition, construction or development of the New Digital Billboards,
removal of the Defunct Billboard, or other work of improvement upon the Site, shall secure or
cause to be secured the Development Approval, a Conditional Use Permit and/or variances, as
necessary, and building permit(s), as necessary, from the City, and any and all permits and
approvals which may be required by any other governmental agency or utility affected by such
construction, development or work to be performed by Developer, including but not limited to
Caltrans, pursuant to the Scope of Development. Not by way of limiting the foregoing, in
developing and constructing the Development, Developer shall comply with all: (1) applicable
development standards in the VMC, (2) applicable NPDES requirements pertaining to the
Development, (3) applicable conditions placed on the Development by Caltrans, and (4) applicable
building codes, except as may be permitted through approved variances and modifications.
Developer shall pay all normal and customary fees and charges applicable to such permits, and the
Development Fee or Alternative Fee, as applicable.
3.4 Timing of Development; Scope of Development. Developer shall commence the
Development within the time set forth in the Schedule of Performance, attached hereto as
Exhibit "D". "Commencement" of the Development is defined herein as commencement of
construction or improvements under the City building permit(s) for the construction of the New
Digital Billboards on the Site, which shall occur as soon as possible following Developer's receipt
of the Development Approval and Final Permits. In the event that Developer fails to meet the
schedule for Commencement of the Development, then after mutual compliance with Section 4.3,
either the City or Developer may terminate this Agreement by delivering written notice to the other
party, and, in the event of such termination, neither the City nor Developer shall have any further
obligation hereunder. However, if circumstances within the scope of Section 8.11 delay the
Commencement or completion of the Development, then such delays shall not constitute grounds
for any termination rights found within this Agreement. In such case, the timeline to commence or
complete the relevant task shall be extended in the manner set forth at Section 8.11.
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Notwithstanding the above, Developer shall, at all times, comply with all other obligations set
forth in this Agreement regarding the construction or improvement of the New Digital Billboards
on the Site. Developer shall also maintain the New Digital Billboards at all times during the Term
in accordance with the maintenance provisions set forth in Section 3 of the Scope of Development,
attached as Exhibit `B" herein.
3.5 Changes and Amendments. Developer may determine that changes to the
Development Approval are appropriate and desirable. In the event Developer makes such a
determination, Developer may apply in writing for an amendment to the Development Approval
to effectuate such change(s). The Parties acknowledge that the City shall be permitted to use its
inherent land use authority in deciding whether to approve or deny any such amendment request;
provided, however, that in exercising the foregoing reasonable discretion, the City shall not apply
a standard different than that used in evaluating requests of other similarly situated developers.
Accordingly, under no circumstance shall the City be obligated in any manner to approve any
amendment to the Development Approval. The City Administrator or his/her designee shall be
authorized to approve any non -substantive amendment to the Development Approval without
processing an amendment to this Agreement. All other amendments may require the approval of
the City Council. Nothing herein shall cause Developer to be in default if it upgrades the New
Digital Billboards pursuant to this Agreement during the Term of this Agreement to incorporate
newer technology; provided, however, Developer shall secure all applicable ministerial permits to
do so and such upgrade is consistent with the dimensions and standards for the displays, as
provided under this Agreement, Land Use Regulations and Subsequent Land Use Regulations.
3.6 Reservation of Authority.
3.6.1 Limitations, Reservations and Exceptions. Notwithstanding any other
provision of this Agreement, the following Subsequent Land Use Regulations shall apply to the
Development:
(a) Processing fees and charges imposed by the City to cover the
estimated actual costs to the City of processing applications for Subsequent Development
Approvals relating to the Development.
(b) Procedural regulations consistent with this Agreement relating to
hearing bodies, petitions, applications, notices, findings, records, hearings, reports,
recommendations, appeals and any other matter of procedure. Notwithstanding the foregoing, if
such change materially changes Developer or Owner's costs or otherwise materially impacts their
performance hereunder, Developer or Owner may terminate this Agreement upon ninety (90) days
prior written notice to the City.
(c) Changes to the California Building Code, California Fire Code,
California Plumbing Code, California Mechanical Code, or California Electrical Code, as adopted
by the City as Subsequent Land Use Regulations, if adopted prior to the issuance of a building
permit for development of the New Billboards. Notwithstanding the foregoing, if such change
materially changes Developer or Owner's costs or otherwise materially impacts their performance
hereunder, Developer or Owner may terminate this Agreement upon ninety (90) days prior written
notice to the City.
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(d) Regulations that are not in conflict with the Development Approval
or this Agreement.
(e) Regulations that are in conflict with the Development Approval or
this Agreement, provided Developer has given written consent to the application of such
regulations to the Development.
(f) Applicable federal, state, county and multi jurisdictional laws and
regulations which the City is required to enforce against the Site or the Development, and that do
not have an exception for existing signs or legal nonconforming uses.
3.6.2 Future Discretion of the City. This Agreement shall not prevent the City
from denying or conditionally approving any application for a Subsequent Development Approval
on the basis of the Land Use Regulations or Subsequent Land Use Regulations then in effect.
3.6.3 Modification or Suspension by Federal, State, County, or Multi -
Jurisdictional Law. In the event that applicable federal, state, county or multi jurisdictional laws
or regulations, enacted after the Effective Date of this Agreement, prevent or preclude compliance
with one or more of the provisions of this Agreement, and there is no exception for the legal
nonconforming use, such provisions of this Agreement shall be modified or suspended as may be
necessary to comply with such federal, state, county or multi -jurisdictional laws or regulations,
and this Agreement shall remain in full force and effect to the extent it is not inconsistent with
such laws or regulations and to the extent such laws or regulations do not render such remaining
provision impractical to enforce. Notwithstanding the foregoing, if such change materially changes
Developer or Owner's costs or otherwise materially impacts their performance hereunder,
Developer or Owner may terminate this Agreement upon ninety (90) days prior written notice to
the City.
3.7 Regulation by Other Public Agencies. It is acknowledged by the Parties that
other public agencies not subject to control by the City may possess authority to regulate aspects
of the Development as contemplated herein, and this Agreement does not limit the authority of
such other public agencies. Developer and Owner acknowledge and represent that, in addition to
the Land Use Regulations, Developer and Owner shall, at all times, comply with all applicable
federal, state and local laws and regulations applicable to the Development and that do not have
an exception for a legal nonconforming use. To the extent such other public agencies preclude
development or maintenance of the Development and do not have an exception for a legal
nonconforming use, Developer and Owner shall not be further obligated under this Agreement
except as provided in Section 4.1. Notwithstanding the foregoing, if such action by another public
agency materially changes Developer or Owner's costs or otherwise materially impacts their
performance hereunder, then (a) Developer or Owner may terminate this Agreement upon ninety
(90) days prior written notice to the City, or (b) if moving the New Digital Billboards to another
location on the Site would reduce the impact of such public agency action, Developer or Owner
(at their sole cost and expense) may relocate the New Digital Billoboards to another location on
the Site as reasonably determined by Developer or Owner, and the City shall reasonably cooperate
with such relocation of the New Digital Billboards (e.g., if Caltrans widens the 710 Freeway in
such a manner that necessitates removal/relocation of the New Digital Billboards, Developer or
Owner can relocate the New Digital Billboards on the Site), and if requested by Developer or
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Owner, the City shall enter into a relocation agreement with the Developer or Owner pursuant to
Section 5412 of the California Outdoor Advertising Act.
3.8 Public Improvements. Notwithstanding any provision herein to the contrary, the
City shall retain the right to condition any Subsequent Development Approvals on the requirement
that Developer pay subsequently required development fees, and/or construct certain subsequently
required public infrastructure ("Exactions") at such time as the City shall determine, subject to the
following conditions:
3.8.1 The payment or construction must be to alleviate an impact caused by the
Development or be of benefit to the Development; and
3.8.2 The timing of the Exaction should be reasonably related to the development
of the Development, and said public improvements shall be phased to be commensurate with the
logical progression of the development of the Development, as well as the reasonable needs of the
public.
3.8.3 It is understood, however, that if there is a material increase in cost to
Developer or Owner, or such action by the City otherwise materially impacts Developer or Owner
or otherwise materially impacts their performance hereunder, Developer or Owner may terminate
this Agreement upon ninety'(90) days prior written notice to the City.
3.9 Fees, Taxes and Assessments. During the Term of this Agreement, the City shall
not, without the prior written consent of Developer, impose any additional fees, taxes or
assessments on all or any portion of the Development, except such fees, taxes and assessments as
are described in or required by this Agreement and/or the Development Approval. However, this
Agreement shall not prohibit the application of fees, taxes or assessments upon the Site only and
not on the New Digital Billboards or Developer directly, as follows:
3.9.1 Developer shall be obligated to pay those fees, taxes or City assessments
and any increases in same which exist as of the Effective Date or are included in the Development
Approval;
3.9.2 Developer shall be obligated to pay any fees or taxes, and increases thereof,
imposed on a City-wide basis including, but not limited to, business license fees or taxes or utility
taxes;
3.9.3 Developer shall be obligated to pay all fees applicable to a permit
application as charged by the City at the time such application is filed by Developer; and
3.9.4 Developer shall be obligated to pay any fees imposed pursuant to any
Uniform Code that existed when the permit application is filed by Developer or that exists when
Developer applies for any Subsequent Development Approval.
3.10 Changes. Notwithstanding anything to the contrary herein, if there is a
change in such fees as compared to those fees in effect as of the Effective Date, or if any additional
fees are charged and such additional or increased fees materially change Developer or Owner's
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costs or otherwise materially impact their performance hereunder, Developer or Owner may
terminate this Agreement upon ninety (90) days prior written notice to the City.
4. REVIEW FOR COMPLIANCE.
4.1 Annual Review. The City Council shall have the right to review this Agreement
annually at the City's sole cost, on or before the anniversary of the commencement of the Term,
to ascertain the good faith compliance by Developer with the terms of this Agreement ("Annual
Review"). However, no failure on the part of the City to conduct or complete an Annual Review
as provided herein shall have any impact on the validity of this Agreement or serve as a waiver of
the City's right to conduct an Annual Review in a year subsequent to a year in which an Annual
Review was not conducted. Developer shall cooperate with the City in the conduct of any such
Annual Review and, upon written request, provide the following information and documentation
to the City at least thirty (30) days before the anniversary of the commencement of the Term: (a)
any updates to Developer's contact information related to complaints concerning the New
Billboards, as required in the conditions at Exhibit `B", Section 6 herein, (b) status and amount of
all payment obligations to the City required under this Agreement for the year in question and
cumulatively beginning from the commencement of the Term, (c) any easement changes that could
in any way materially impact the City or Developer's obligations under this Agreement, (d) any
utility changes that could in any way materially impact the City or Developer's obligations under
this Agreement, and (e) any maintenance issues addressed or needing to be addressed per the
requirements of Exhibit "B".
4.2 City's Rights of Physical Access. The City and its officers, employees, agents and
contractors shall have the right, at their sole risk and expense and upon reasonable notice to
Developer, to enter the Site without interfering with any railroad or other right-of-way, and at all
reasonable times with as little interference as possible, for the purpose of inspecting the New
Digital Billboards. Such inspection must be conducted from a lift operated by Developer, its
employees, agents, or contractors, at no additional cost to Developer. Any damage or injury to the
Site or to the improvements constructed thereon resulting from such entry shall be promptly
repaired at the sole expense of the City.
4.3 Procedure. Each Party shall have a reasonable opportunity to assert matters which
it believes have not been undertaken in accordance with this Agreement, to explain the basis for
such assertion, and to receive from the other Party a justification of its position on such matters.
If, on the basis of the Parties' review of any terms of this Agreement, either Party concludes that
the other Party has not complied in good faith with the terms of this Agreement, then such Party
may serve a written "Notice of Non -Compliance" specifying the grounds therefor and all facts
demonstrating such non-compliance. The Party receiving a Notice of Non -Compliance shall have
thirty (30) days to cure or remedy the non-compliance identified in the Notice of Non -Compliance,
but if such cure or remedy is not reasonably capable of being cured or remedied within such thirty
(30)-day period, then the Party receiving a Notice of Non -Compliance shall commence to cure or
remedy the non-compliance within such thirty (30)-day period and thereafter diligently and in
good faith prosecute such cure or remedy to completion. If the Party receiving the Notice of Non -
Compliance does not believe it is out of compliance and contests the Notice of Non -Compliance,
it shall do so by responding in writing to said Notice of Non -Compliance within thirty (30) days
after receipt of the Notice of Non -Compliance. If the response to the Notice of Non -Compliance
has not been received in the office of the Party alleging the non-compliance within the prescribed
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time period, the Notice of Non -Compliance shall be conclusively presumed to be valid. If a Notice
of Non -Compliance is contested, the Parties shall, for a period of not less than fifteen (15) days
following receipt of the response, seek to arrive at a mutually acceptable resolution of the matter(s)
occasioning the Notice of Non -Compliance. In the event that a cure or remedy is not timely
completed, the Party alleging the non-compliance may thereupon pursue the remedies provided in
Section 5; provided, however, that if the Notice of Non -Compliance is contested and the Parties
are not able to arrive at a mutually acceptable resolution of the matter(s) by the end of the fifteen
(I 5)-day period, then either Party shall have the right to seek a judicial determination of such
contested matter. Neither Party hereto shall be deemed in breach if the reason for non-compliance
is due to "force majeure" as defined in, and subject to the provisions of, Section 8.11.
4.4 Certificate of Agreement Compliance. If, at the conclusion of an Annual Review,
Developer is found to be in compliance with this Agreement, the City shall, upon request by
Developer, issue within ten (10) days of receipt of the request, a written confirmation
("Certificate") to Developer stating that, after the most recent Annual Review, and based upon the
information known or made known to the City Administrator and the City Council, that (a) this
Agreement remains in effect, and (b) Developer is in compliance with same. The Certificate shall
be in recordable form if requested by Developer, and shall contain information necessary to
communicate constructive record notice of the finding of compliance. Developer may record the
Certificate with the County Recorder. Additionally, in the event a Certificate issues or will issue,
Developer may, at any time, request from the City a Certificate stating, in addition to the foregoing,
which specific obligations under this Agreement have been fully satisfied with respect to the Site,
and City shall respond within ten (10) days of receipt of the request. If the City fails to respond to
Developer's request pursuant to this Section 4.4, Developer shall be deemed to be in compliance
with this Agreement or any obligation that is the subject of Developer's request.
5. DEFAULT AND REMEDIES.
5.1 Termination of Agreement.
5.1.1 Termination of Agreement for Material Default of Developer. The City,
in its discretion, may terminate this Agreement for any material failure of Developer to perform
any material duty or obligation of Developer hereunder or to comply in good faith with the terms
of this Agreement; provided, however, the City may terminate this Agreement pursuant to this
Section only after following the procedures set forth in Section 4.3. In the event of a termination
by the City under this Section 5.1.1, Developer acknowledges and agrees that the City may retain
all fees accrued up to the date of the termination, including the Processing Fee and any
Development Fees or Alternative Fees, as applicable, paid up to the date of termination, and
Developer shall pay the prorated amount of the Development Fee or Alternative Fee, as applicable,
within sixty (60) days after the date of termination that equates to the percentage of time elapsed
in the year of the Term at the time of termination.
5.1.2 Termination of Agreement for Material Default of the City. Developer,
in its discretion, may terminate this Agreement for any material failure of the City to perform any
material duty or obligation of the City hereunder or to comply in good faith with the terms of this
Agreement; provided, however, Developer may terminate this Agreement pursuant to this Section
only after following the procedures set forth in Section 4.3. In addition, Developer may terminate
this Agreement if, despite Developer's good faith efforts, (a) it is unable to secure the Development
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Approval, Final Permits and/or compliance with requirements under laws necessary to effectuate
the Development, or (b) any governmental agency has concluded a taking or regulatory taking of
the Site and/or the Development, or (c) it is unable to profitably operate the Development after
two (2) full years from the Commencement Date. In the event of a termination by Developer under
this Section 5.1.2, Developer acknowledges and agrees that the City may retain all fees, including
the Processing Fee and any Development Fees or Alternative Fees, as applicable, paid up to the
date of termination, and Developer shall pay the prorated amount of the Development Fee or
Alternative Fee, as applicable, within sixty (60) days after the date of termination that equates to
the percentage of time elapsed in the year of the Term at the time of termination.
5.1.3 Rights and Duties Following Termination. Upon the termination of this
Agreement, no Party shall have any further right or obligation hereunder except with respect to (a)
any obligations to have been performed prior to said termination, (b) any default in the
performance of the provisions of this Agreement which has occurred prior to said termination, (c)
Developer's obligation to remove the New Digital Billboards pursuant to Section 2.3, or (d) any
continuing obligations to indemnify the other Party.
6. INSURANCE, INDEMNIFICATION AND WAIVERS.
6.1 Insurance.
6.1.1 Types of Insurance.
(a) Liability Insurance. Beginning on the Effective Date hereof and
until completion of the Term, Developer shall, at its sole cost and expense, keep or cause to be
kept in force for Developer comprehensive broad form general liability insurance against claims
and liabilities covered by the indemnification provisions of Section 6.2. Developer has agreed to
indemnify the City to the extent of the liability insurance coverage with respect to its use,
occupancy, or improvements, or for property damage, providing protection of at least One Million
Dollars ($1,000,000) for bodily injury or death to any one person, at least Two Million Dollars
($2,000,000) for any one accident or occurrence, and at least One Million Dollars ($1,000,000) for
property damage. Developer shall also furnish or cause to be furnished to the City evidence that
any contractors with whom Developer has contracted for the performance of any work for which
Developer is responsible maintains the same coverage required of Developer.
(b) Worker's Compensation. Developer shall also furnish or cause to
be furnished to the City evidence that any contractor with whom Developer has contracted for the
performance of any work for which Developer is responsible hereunder carries worker's
compensation insurance as required by law.
(c) Insurance Policy Form, Sufficiency, Content and Insurer. All
insurance required by express provisions hereof shall be carried only by responsible insurance
companies qualified to do business in California with an AM Best Rating of no less than "A". All
such policies shall be non -assignable and shall contain language, to the extent obtainable, to the
effect that (i) the insurer waives the right of subrogation against the City and against the City's
agents and representatives except as provided in this Section; (ii) the policies are primary and
noncontributing with any insurance that may be carried by the City, but only with respect to the
liabilities assumed by Developer under this Agreement; and (iii) the policies cannot be canceled
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or materially changed except after written notice by the insurer to the City as expeditiously as the
insurance company agrees to provide such notice. Developer shall furnish the City with certificates
evidencing the insurance required to be procured by the terms of this Agreement.
6.1.2 Failure to Maintain Insurance and Proof of Compliance. Developer
shall deliver to the City, in the manner required for notices, copies of certificates of all insurance
policies required of each policy within the following time limits:
(a) For insurance required above, within ten (10) business days after the
Effective Date or consistent with the requirements of Exhibit "D" (Schedule of Performance), Item
No. 7.
(b) The City may request to see updated copies of the current certificates
of all insurance policies required. The City reserves the right to obtain copies of the entire
insurance policy, including endorsements.
If Developer fails or refuses to procure or maintain insurance as required hereby or fails or
refuses to furnish the City with required proof that the insurance has been procured and is in force
and paid for, the City, after complying with the requirements of Section 4.3, may view such failure
or refusal to be a default hereunder.
6.2 Indemnification.
6.2.1 General. To the extent of its liability coverage required under Section
6.1.1(a) above, Developer shall indemnify the City and Owner, and their respective City
Councilmembers, commission members, directors, officers, employees, and agents against, and
will hold and save them and each of them harmless from, any and all actions, suits, claims,
damages to persons or property, losses, costs, penalties, obligations, errors, omissions, or liabilities
(herein "Claims or Liabilities") that may be asserted or claimed by any person, firm, or entity
arising out of or in connection with the work, operations, or activities of Developer, its agents,
employees, subcontractors, or invitees, hereunder, upon the Site relating to the Development;
provided, however, such indemnification obligation shall not be applicable to (a) the mere
discovery of any pre-existing adverse physical condition at the Site, except to the extent Developer
aggravates such pre-existing condition, or (ii) any Claims or Liabilities arising as a result of the
gross negligent or intentional misconduct of City or Owner or their respective City
Councilmembers, commission members, directors, officers, employees or agents.
(a) Subject to Developer's written approval, Developer will defend any
action or actions filed against the City or Owner in connection with any of said Claims or
Liabilities covered by the indemnification provisions herein and will pay all costs and expenses,
including reasonable legal costs and attorneys' fees incurred in connection therewith, which
attorneys will be the attorneys hired by the insurance company where insurance coverage applies.
(b) Developer will promptly pay any final non -appealable judgment
rendered against the City or Owner, or their respective City Councilmembers, commission
members, directors, officers, agents, or employees for any such Claims or Liabilities arising out of
or in connection with such work, operations, or activities of Developer upon the Site, and
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Developer agrees to save and hold the City and Owner and their respective City Councilmembers,
commission members, directors, officers, agents, and employees harmless therefrom.
(c) Notwithstanding anything herein to the contrary, City shall
indemnify Developer and Owner, and their respective directors, officers, employees, and agents
against, and will hold and save them and each of them harmless from any Claims or Liabilities that
may be asserted by a City employee or agent arising out of or in connection with such City
employee's or agent's entrance onto the Site (including, without limitation, for any inspection of
the New Digital Billboards); provided, however, such indemnification obligation shall not be
applicable to any Claims or Liabilities arising as a result of the gross negligent or intentional
misconduct of Developer or Owner or their respective directors, officers, employees or agents.
6.2.2 Loss and Damage. Except as set forth below, the City shall not be liable
for any damage to property of Developer, Owner or of others located on the Site, nor for the loss
of or damage to any property of Developer, Owner or others by theft or otherwise. Except as set
forth below, the City shall not be liable for any injury or damage to persons or property resulting
from fire, explosion, steam, gas, electricity, water, rain, dampness or leaks from any part of the
Site or from the pipes or plumbing, or from the street, or from any environmental or soil
contamination or hazard, or from any other latent or patent defect in the soil, subsurface or physical
condition of the Site, or by any other cause of whatsoever nature. The foregoing two (2) sentences
shall not apply (i) to the extent the City or its agents, employees, subcontractors, invitees or
representatives causes such injury or damage when accessing the Site, or (ii) under the
circumstances set forth in Section 6.2.1 above.
6.2.3 Period of Indemnification. The obligations for indemnity under this
Section 6.2 shall begin upon the Effective Date and shall survive termination of this Agreement.
6.3 Waiver of Subrogation. Developer, Owner and the City mutually agree that
neither shall make any claim against, nor seek to recover from the other or its agents, servants, or
employees, for any loss or damage to Developer, Owner or the City, except as specifically provided
hereunder, which include but is not limited to a Claim or Liability to the extent arising from the
negligence or willful misconduct of the City, Owner or Developer, as the case may be, or their
respective officers, agents, or employees who are directly responsible to the City, Owner and
Developer, as the case may be.
7. MORTGAGEE PROTECTION.
The Parties hereto agree that this Agreement shall not prevent or limit Developer or Owner,
in any manner, at Developer or Owner's sole discretion, from encumbering the Site or any portion
thereof or the Development or any improvement thereon by any mortgage, deed of trust or other
security device securing financing with respect to the Site. The City acknowledges that the lenders
providing such financing may require certain Agreement interpretations and modifications and the
City agrees upon request, from time to time, to meet with Developer or Owner and representatives
of such lenders to negotiate in good faith any such request for interpretation or modification.
Subject to compliance with applicable laws, the City will not unreasonably withhold its consent to
any such requested interpretation or modification, provided the City determines such interpretation
or modification is consistent with the intent and purposes of this Agreement. Any Mortgagee of
the Site shall be entitled to the following rights and privileges:
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(a) Neither entering into this Agreement nor a breach of this Agreement shall defeat,
render invalid, diminish or impair the lien of any mortgage on the Development or Site made in
good faith and for value, unless otherwise required by law.
(b) The Mortgagee of any mortgage or deed of trust encumbering the Development or
Site, or any part thereof, which Mortgagee has submitted a request in writing to the City in the
manner specified herein for giving notices, shall be entitled to receive written notification from the
City of any default by Developer in the performance of Developer's obligations under this
Agreement.
(c) If the City timely receives a request from a Mortgagee requesting a copy of any
Notice of Non -Compliance given to Developer under the terms of this Agreement, the City shall
make a good faith effort to provide a copy of that Notice of Non -Compliance to the Mortgagee
within ten (10) business days of sending the Notice of Non -Compliance to Developer. The
Mortgagee shall have the right, but not the obligation, to cure the non-compliance during the period
that is the longer of (i) the remaining cure period allowed such party under this Agreement, or (ii)
sixty (60) days.
(d) Any Mortgagee who comes into possession of the Development or the Site, or any
part thereof, pursuant to foreclosure of the mortgage or deed of trust, or deed in lieu of such
foreclosure, shall take the Development or the Site, or part thereof, subject to the terms of this
Agreement. Notwithstanding any other provision of this Agreement to the contrary, no Mortgagee
shall have an obligation or duty under this Agreement to perform any of Developer's obligations
or other affirmative covenants of Developer hereunder, or to guarantee such performance; except
that (i) to the extent that any covenant to be performed by Developer is a condition precedent to
the performance of a covenant by the City, the performance thereof shall continue to be a condition
precedent to the City's performance hereunder, and (ii) in the event any Mortgagee seeks to
develop or use any portion of the Development or the Site acquired by such Mortgagee by
foreclosure, deed of trust, or deed in lieu of foreclosure, such Mortgagee shall strictly comply with
all of the terms, conditions and requirements of this Agreement and the Development Approvals
applicable to the Development or the Site or such part thereof so acquired by the Mortgagee.
8. MISCELLANEOUS PROVISIONS.
8.1 Recordation of Agreement. This Agreement shall be recorded with the County
Recorder by the City Clerk within ten (10) days of execution, as required by Government Code
Section 65868.5. Amendments approved by the Parties, and any cancellation, shall be similarly
recorded. The provisions of this Agreement to the extent permitted by law shall constitute
covenants which shall run with the Land, and the benefits of this Development Agreement shall
bind and inure to the benefit of the parties and all successors in interest to the parties hereto.
8.2 Entire Agreement. This Agreement sets forth and contains the entire
understanding and agreement of the Parties with respect to the subject matter set forth herein, and
there are no oral or written representations, understandings or ancillary covenants, undertakings or
agreements which are not contained or expressly referred to herein. No testimony or evidence of
any such representations, understandings or covenants shall be admissible in any proceeding of
any kind or nature to interpret or determine the terms or conditions of this Agreement.
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8.3 Severability. If any term, provision, covenant or condition of this Agreement shall
be determined invalid, void or unenforceable, then that term, provision, covenant or condition of
this Agreement shall be stricken and the remaining portion of this Agreement shall remain valid
and enforceable.
8.4 Assignment. Developer and/or Owner shall have the sole and absolute right to
assign any of its rights, title and interest, and delegate any of its duties and obligations, under this
Agreement. In the event of any such assignment or delegation, Developer and/or Owner shall
provide written notice to the City within ten (10) days of execution of such assignment or
delegation.
8.5 Interpretation and Governing Law. This Agreement and any dispute arising
hereunder shall be governed and interpreted in accordance with the laws of the State of California,
without regard to its conflict of laws principles. This Agreement shall be construed as a whole
according to its fair language and common meaning, to achieve the objectives and purposes of the
parties hereto. The rule of construction, to the effect that ambiguities are to be resolved against the
drafting Party or in favor of the non -drafting Party, shall not be employed in interpreting this
Agreement, all Parties having been represented by counsel in the negotiation and preparation
hereof.
8.6 Section Headings. All section headings and subheadings are inserted for
convenience only and shall not affect any construction or interpretation of this Agreement.
8.7 Singular and Plural. As used herein, the singular of any word includes the plural
and vice versa.
8.8 Time of Essence. Time is of the essence in the performance of the provisions of
this Agreement as to which time is an element.
8.9 Waiver. Failure of a Party to insist upon the strict performance of any of the
provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon
the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand
strict compliance by the other Party with the terms of this Agreement thereafter.
8.10 No Third Party Beneficiaries. This Agreement is made and entered into for the
sole protection and benefit for the Parties and their respective successors and assigns. No other
person shall have any right of action based upon any provision of this Agreement.
8.11 Force Majeure. Notwithstanding any provision to the contrary herein, neither Party
shall be deemed to be in default where failure or delay in performance of any of its obligations
(other than obligations to make payments when due) under this Agreement is caused by an event
or circumstance that could not reasonably have been foreseen or avoided, mitigated or remedied,
and is beyond the Party's reasonable control. Examples of Force Majeure include: acts of God,
earthquakes, fires, rains, winds, wars, terrorism, riots or similar hostilities, strikes and other labor
difficulties beyond the Party's control (including the Party's employment force), government
actions and regulations (other than those of the City), and court actions (such as restraining orders
or injunctions). Force Majeureshall not include general economic or other conditions affecting
financial markets generally. If any such events shall occur during the term of this Agreement, the
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Party claiming Force Majeure (the "Nonperforming Party") shall promptly notify the other Party
(the "Performing Party") of occurrence of that Force Majeure Event, its effect on performance,
and how long that Party expects it to last. Thereafter, the Nonperforming Party shall update that
information as reasonably necessary. During a Force Majeure event, the Nonperforming Party
shall use reasonable efforts to limit damages to the Performing Party and to resume its performance
under this Agreement. the time for performance shall be extended for the duration of each such
event or circumstance, provided that the Term of this Agreement shall not be extended under any
circumstances for more than five (5) years beyond the date it would have otherwise expired, and
further provided that if such delay is longer than six (6) months, Developer may terminate this
Agreement upon written notice to the City and the City shall return to Developer any portion of
the Development Fees or Alternative Fees, as applicable, paid for any period after the effective
date of such termination.
8.12 Mutual Covenants. The covenants contained herein are mutual covenants and also
constitute conditions to the concurrent or subsequent performance by the Party benefited thereby
of the covenants to be performed hereunder by such benefited Party.
8.13 Counterparts and Originals. This Agreement may be executed by the Parties in
counterparts, which counterparts shall be construed together and have the same effect as if all of
the Parties had executed the same instrument. There shall be two (2) fully signed copies of this
Agreement, each of which shall be deemed an original.
8.14 Litigation. Any action at law or in equity arising under this Agreement or brought
by any Party hereto for the purpose of enforcing, construing or determining the validity of any
provision of this Agreement shall be filed and tried in the Superior Court of the County of Los
Angeles, State of California, or such other appropriate court in said county. Service of process on
the City shall be made in accordance with California law. Service of process on Developer or
Owner shall be made in any manner permitted by California law and shall be effective whether
served inside or outside California. In the event of any action between the City, Owner or
Developer seeking enforcement of any of the terms and conditions to this Agreement, the
prevailing party in such action shall be awarded, in addition to such relief to which such party is
entitled under this Agreement, its reasonable litigation costs and expenses, including without
limitation its expert witness fees and reasonable attorneys' fees.
8.15 Covenant Not To Sue. The Parties to this Agreement, and each of them, agree that
this Agreement and each term hereof is legal, valid, binding, and enforceable. The Parties to this
Agreement, and each of them, hereby covenant and agree that each of them will not commence,
maintain, or prosecute any claim, demand, cause of action, suit, or other proceeding against any
other Party to this Agreement, in law or in equity, which is based on an allegation, or assert in any
such action, that this Agreement or any term hereof is void, invalid, or unenforceable.
8.16 Development as a Private Undertaking. It is specifically understood and agreed
by and between the Parties that the Development is a private development, that neither Party is
acting as the agent of the other in any respect hereunder, and that each Party is an independent
contracting entity with respect to the terms, covenants and conditions contained in this Agreement.
No partnership, joint venture or other association of any kind is formed by this Agreement. The
only relationship between the City and Developer is that of a government entity regulating the
development of private property, on the one hand, and the holder of a legal or equitable interest in
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such private property on the other hand. The City agrees that by its approval of, and entering into,
this Agreement, that it is not taking any action which would transform this private development
into a "public work" development, and that nothing herein shall be interpreted to convey upon
Developer any benefit which would transform Developer's private development into a public work
project, it being understood that this Agreement is entered into by the City and Developer upon
the exchange of consideration described in this Agreement, including the Recitals to this
Agreement, which are incorporated into this Agreement and made a part hereof, and that the City
is receiving by and through this Agreement the full measure of benefit in exchange for the burdens
placed on Developer by this Agreement.
8.17 Further Actions and Instruments. Each of the Parties shall cooperate with and
provide reasonable assistance to the other to the extent contemplated hereunder in the performance
of all obligations under this Agreement and the satisfaction of the conditions of this Agreement.
Upon the request of either Party at any time, the other Party shall promptly execute, with
acknowledgment or affidavit if reasonably required, and file or record such required instruments
and writings and take any actions as may be reasonably necessary under the terms of this
Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or
consummate the transactions contemplated by this Agreement.
8.18 Eminent Domain. No provision of this Agreement shall be construed to limit or
restrict the exercise by the City of its power of eminent domain or Developer or Owner's rights to
seek and collect just compensation or any other remedy available to them.
8.19 Amendments in Writing/Cooperation. This Agreement may be amended only
by written consent of the Parties specifically approving the amendment and in accordance with the
Government Code provisions for the amendment of development agreements, as well as with VMC
section 26.6.8-7. The Parties shall cooperate in good faith with respect to any amendment proposed
in order to clarify the intent and application of this Agreement, and shall treat any such proposal
on its own merits, and not as a basis for the introduction of unrelated matters. Minor, non -material
modifications may be approved on behalf of the City by the City Administrator upon reasonable
approval by the City Attorney and without approval by the City Council
8.20 Corporate Authority. The person(s) executing this Agreement on behalf of each
of the Parties hereto represent and warrant that (i) such Party, if not an individual, is duly organized
and existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of said
Party, (iii) by so executing this Agreement such Party is formally bound to the provisions of this
Agreement, and (iv) the entering into this Agreement does not violate any provision of any other
agreement to which such Party is bound.
8.21 Notices. All notices under this Agreement shall be effective when delivered by (a)
United States Postal Service mail, registered or certified, postage prepaid return receipt requested,
or (b) a generally recognized overnight carrier regularly providing proof of delivery, and addressed
to the respective Parties as set forth below, or to such other address as either Party may from time
to time designate in writing by providing notice to the other party:
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If to the City: City of Vernon
4305 Santa Fe Ave.
Vernon, CA 90058
Attn: Carlos Fandino, City Administrator
If to Developer: Magellan Atlantic I, LLC
1800 Ave of the Stars, #105
Los Angeles, CA 90067
Attn: Martin Slusser
If to Owner: Magellan Atlantic I, LLC
1800 Ave of the Stars, #105
Los Angeles, CA 90067
Attn: Martin Slusser
8.22 Nonliability of Individuals. No officer, official, member, employee, agent, or
representatives of the City, Owner or Developer shall be personally liable for any amounts due
hereunder, and no judgment or execution thereon entered in any action hereon shall be personally
enforced against any such officer, official, member, employee, agent, or representative.
8.23 No Brokers. The City and Developer each represent and warrant to the other that
it has not employed any broker and/or finder to represent its interest in this transaction. Each Party
agrees to indemnify and hold the other free and harmless from and against any and all liability,
loss, cost, or expense (including court costs and reasonable attorneys' fees) in any manner
connected with a claim asserted by any individual or entity for any commission or finder's fee in
connection with this Agreement or arising out of agreements by the indemnifying party to pay any
commission or finder's fee.
8.24 No Conflict. Owner and Developer hereby represent, warrant and certify that no
member, officer or employee of either is a director, officer or employee of the City, or a member
of any of the City's boards, commissions or committees, except to the extent permitted by law.
8.25 Equal Employment Opportunity. Owner and Developer hereby certify and
represent that, during the Term of this Agreement, they and any other parties with whom they may
subcontract, shall adhere to equal employment opportunity practices to assure that applicants,
employees and recipients of service are treated equally and are not discriminated against because
of their race, religion, color, national origin, ancestry, disability, sex, age, medical condition,
sexual orientation or marital status. Owner and Developer further agree to comply with The Equal
Employment Opportunity Practices provisions as set forth in Exhibit "E" attached hereto and
incorporated herein by reference.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first set forth above.
CITY:
CITY OF VERNON, a California charter
City and California municipal corporation
Melissa Ybarra, Mayor
ATTEST:
Maria E. Ayala, City Clerk
APPROVED AS TO FORM:
Brian Byun, Deputy City Attorney
DEVELOPER: Magellan Atlantic I, LLC
a California limited liability company
By:
Name:Martin Slusser
Its:
OWNER: Magellan Atlantic I, LLC
a California limited liability company
By:
Name: Martin Slusser
Its:
[end of signatures]
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A notary public or other officer completing this certificate verifies
only the identity of the individual who signed the document to which
this certificate is attached, and not the truthfulness, accuracy, or
validity of that document.
STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
On , 201, before me, ,
a Notary Public, personally appeared , who proved to me on
the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity
upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY of PERJURY under the laws of the State of California that the
foregoing paragraph is true and correct.
Witness my hand and official seal.
Notary Public
[SEAL]
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EXHIBIT "A"
LEGAL DESCRIPTION OF SITE
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PARCEL 1:
THAT PORTION OF LOT 110 OF RANCHO LAGUNA (SO CALLED) IN THE CITY OF VERNON, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED AS EXHIBIT "A" IN CASE NO. B 25296 OF
THE SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR SAID COUNTY, AND THAT PORTION
OF THE RANCHO SAN ANTONIO, AS SHOWN ON MAP RECORDED IN BOOK 1 PAGE 389 OF PATENTS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE FOLLOWING
DESCRIBED BOUNDARIES:
BEGINNING ATTHE SOUTHEASTERLY TERMINUS OF THAT CERTAIN COURSE DESCRIBED AS HAVING A
LENGTH OF 556.40 FEET AND A BEARING OF NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST IN
PARCEL 1 OF DEED TO THE STATE OF CALIFORNIA, RECORDED JANUARY 24, 1957 IN BOOK 53458 PAGE
311, OFFICIAL RECORDS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY;
THENCE ALONG SAID COURSE, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST, A DISTANCE OF
538.02 FEET TO A POINT ON A CURVE, CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 450 FEET:
THENCE NORTHEASTERLY FROM A TANGENT WHICH BEARS NORTH 53 DEGREES 11 MINUTES 11
SECONDS EAST, ALONG SAID CURVE THROUGH AN ANGLE OF 10 DEGREES 31 MINUTES 39 SECONDS, AN
ARC DISTANCE OF 82.68 FEET TO A POINT ON A LINE PARALLEL WITH AND DISTANT 5.00 FEET
SOUTHEASTERLY. MEASURED AT RIGHT ANGLES FROM THE SOUTHEASTERLY LINE OF ATLANTIC
BOULEVARD;
THENCE TANGENT NORTH 63 DEGREES 42 MINUTES 50 SECONDS EAST, ALONG SAID PARALLEL LINE, A
DISTANCE OF 274.58 FEET:
THENCE NORTH 73 DEGREES 05 MINUTES 20 SECONDS EAST, A DISTANCE OF 85.84 FEET:
THENCE NORTH 73 DEGREES 48 MINUTES 34 SECONDS EAST, A DISTANCE OF 115.58 FEET;
THENCE NORTH 85 DEGREES 07 MINUTES 44 SECONDS EAST, A DISTANCE
OF 196.25 FEET: THENCE EASTERLY AND SOUTHERLY ALONG A TANGENT CURVE CONCAVE SOUTHERLY
AND WESTERLY AND HAVING A RADIUS OF 149.50 FEET THROUGH AN ANGLE OF 77 DEGREES 42
MINUTES 51 SECONDS AN ARC DISTANCE OF 202.78 FEET;
THENCE TANGENT SOUTH 17 DEGREES 09 MINUTES 25 SECONDS EAST, A DISTANCE OF 174.28 FEET TO
A POINT ON A CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 698.86 FEET;
THENCE SOUTHWESTERLY FROM A TANGENT THAT BEARS SOUTH 53 DEGREES 52 MINUTES 46 SECONDS
WEST, ALONG SAID CURVE THROUGH AN ANGLE OF 7 DEGREES 57 MINUTES 22 SECONDS AN ARC
DISTANCE OF 97.04 FEET TO THE MOST NORTHERLY CORNER OF THAT STRIP OF LAND DESCRIBED AS
PARCEL 7 IN DEED TO THE CHANSLOR-CANFIELD MIDWAY OIL COMPANY, RECORDED IN BOOK 19128
PAGE 133, OFFICIAL RECORDS;
THENCE TANGENT SOUTH 45 DEGREES 55 MINUTES 24 SECONDS WEST, ALONG THE NORTHWESTERLY
LINE OF SAID STRIP OF LAND SO DESCRIBED AS PARCEL 7, A DISTANCE OF 128.36 FEET:
THENCE STILL ON SAID LAST MENTIONED NORTHWESTERLY LINE, SOUTHWESTERLY ALONG THE ARC OF
A TANGENT CURVE CONCAVE NORTHWESTERLY AND HAVING A RADIUS OF 455.34 FEET THROUGH AN
ANGLE OF 42 DEGREES 57 MINUTES 44 SECONDS, AN ARC DISTANCE OF 341.43 FEET TO THE POINT OF
BEGINNING.
EXCEPT THEREFROM THAT PORTION OF SAID LOT 110 INCLUDED IN THE LAND DESCRIBED IN THE
QUITCLAIM DEED RECORDED ON JANUARY 24, 2012 AS INSTRUMENT NO. 20120124062, OF OFFICIAL
RECORDS.
EXCEPT THEREFROM ALL SUBSURFACE RIGHTS, TITLE AND INTEREST IN AND TO ALL SUBSURFACE
MINERAL RIGHTS EXISTING IN AND UNDER SAID LAND, BUT WITHOUT THE RIGHT TO ENTER UPON OR
USE THE SURFACE OF SAID LAND FOR THE DEVELOPMENT, EXTRACTION AND REMOVAL OF MINERALS
THEREUNDER, OR FOR ANY OTHER PURPOSE OR PURPOSES, AS DEED TO CHANSLOR-CANFIELD MIDWAY
OIL COMPANY. BY DEED RECORDED IN BOOK 23513 PAGE 240, OFFICIAL RECORDS.
PARCEL 2:
THOSE PORTIONS OF LOTS 109, 110 AND 115 OF RANCHO LAGUNA (SO CALLED) IN THE CITY OF
VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON MAP FILED AS EXHIBIT "A"
IN CASE NO. B 25296 OF SUPERIOR COURT OF THE STATE OF CALIFORNIA, IN AND FOR SAID COUNTY,
AND THAT PORTION OF THE RANCHO SAN ANTONIO, AS SHOWN ON MAP RECORDED IN BOOK 1 PAGE
389 OF PATENTS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, INCLUDED WITHIN THE
FOLLOWING DESCRIBED BOUNDARIES:
BEGINNING AT THE NORTHWESTERLY TERMINUS OF THAT CERTAIN CURVE DESCRIBED AS HAVING A
RADIUS OF 6577.22 FEET AND AN ARC LENGTH OF 2244.08 FEET IN PARCEL 2 OF DEED TO THE STATE OF
CALIFORNIA, RECORDED JANUARY 24, 1957 IN BOOK 53458 PAGE 311, OFFICIAL RECORDS, IN THE
OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, SAID CURVE BEING ON THE NORTHEASTERLY LINE
OF THE 100 FOOT STRIP OF LAND CONVEYED TO THE CITY OF LOS ANGELES, DEPARTMENT OF WATER
AND POWER, BY DEED RECORDED IN BOOK 14788 PAGE 1, OFFICIAL RECORDS;
THENCE TANGENT TO SAID CURVE, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST, ALONG SAID
NORTHEASTERLY LINE, A DISTANCE OF 621.63 FEET TO A POINT ON A CURVE, CONCAVE
SOUTHEASTERLY AND HAVING A RADIUS OF 468.34 FEET;
THENCE NORTHEASTERLY FROM A TANGENT WHICH BEARS NORTH 16 DEGREES 19 MINUTES 07
SECONDS WEST, ALONG SAID CURVE THROUGH AN ANGLE OF 73 DEGREES 37 MINUTES 57 SECONDS,
AN ARC DISTANCE OF 601.88 FEET;
THENCE SOUTH 21 DEGREES 52 MINUTES 38 SECONDS EAST, A DISTANCE OF 268.32 FEET;
THENCE SOUTH 27 DEGREES 05 MINUTES 17 SECONDS EAST, A DISTANCE OF 506.74 FEET;
THENCE SOUTH 29 DEGREES 50 MINUTES 54 SECONDS EAST, A DISTANCE OF 210.27 FEET;
THENCE SOUTH 35 DEGREES 45 MINUTES 42 SECONDS EAST, 269.32 FEETTO A POINT ON SAID
NORTHEASTERLY LINE CURVED, HEREINABOVE DESCRIBED AS HAVING A RADIUS OF 6577.22 FEET;
DISTANT THEREON 355.22 FEET SOUTHEASTERLY FROM SAID POINT OF BEGINNING;
THENCE NORTHWESTERLY ALONG SAID CURVE LINE THROUGH AN ANGLE OF 3 DEGREES 05 MINUTES 40
SECONDS, AN ARC DISTANCE OF 355.22 FEET TO THE POINT OF BEGINNING.
EXCEPT THEREFROM ALL MINERALS, PETROLEUM, GASES AND OTHER HYDROCARBON SUBSTANCES
EXISTING IN AND UNDER SAID LAND WITHOUT THE RIGHT TO ENTER UPON OR USE THE SURFACE OF
SAID LAND FOR THE EXTRACTION AND REMOVAL OF SUCH SUBSTANCES OR FOR ANY OTHER PURPOSE
OR PURPOSES, AS RESERVED IN DEED FROM CHANSLOR-CANFIELD MIDWAY OIL COMPANY, RECORDED
ON JULY 18, 1944 IN BOOK 21013 PAGE 131, OFFICIAL RECORDS.
PARCEL 3:
THAT CERTAIN PORTION OF LOT 110 OF SAID RANCHO LAGUNA AND ALSO A PORTION OF SAID RANCHO
SAN ANTONIO, IN THE CITY OF VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BEING A
PARCEL
OF LAND, 60 FEET IN WIDTH, DESCRIBED AS FOLLOWS:
BEGINNING AT THE MOST WESTERLY CORNER OF THAT CERTAIN RAILROAD RIGHT OF WAY DESCRIBED
AS PARCEL 7 IN DEED RECORDED IN BOOK 19128 PAGE 133, OFFICIAL RECORDS, IN THE OFFICE OF SAID
COUNTY RECORDER;
THENCE FROM SAID POINT OF BEGINNING, NORTH 54 DEGREES 28 MINUTES 35 SECONDS WEST, ALONG
THE NORTHEASTERLY LINE AND ITS NORTHWESTERLY PROLONGATION OF THE 100 FOOT WIDE RIGHT
OF WAY OF THE CITY OF LOS ANGELES, AS DESCRIBED IN DEED RECORDED IN BOOK 14788 PAGE 1,
OFFICIAL RECORDS, 471.47 FEET, MORE OR LESS, TO THE SOUTHEASTERLY LINE OF ATLANTIC
BOULEVARD, AS DESCRIBED IN DEED RECORDED IN BOOK 864 PAGE 317, OFFICIAL RECORDS:
THENCE NORTHEASTERLY ALONG SAID STREET LINE TO THE MOST WESTERLY CORNER OF THAT CERTAIN
PROPERTY DESCRIBED IN DEED TO THE UNITED STATES OF AMERICA, RECORDED IN BOOK 20047 PAGE
238, OFFICIAL RECORDS;
THENCE ALONG THE SOUTHWESTERLY LINE OF LAST SAID PROPERTY, SOUTH 54 DEGREES 28 MINUTES
35 SECONDS EAST. TO A POINT IN THE NORTHERLY LINE OF SAID RAILROAD RIGHT OF WAY;
THENCE WESTERLY ALONG LAST SAID LINE TO THE POINT OF BEGINNING.
EXCEPT THREFROM THAT PORTION OF SAID LOT 110 INCLUDED IN THE LAND DESCRIBED IN THE
QUITCLAIM DEED RECORDED ON JANUARY 24, 2012 AS INSTRUMENT NO. 20120124062, OF OFFICIAL
RECORDS.
EXCEPT ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCES CONTAINED IN SAID LAND,
BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF EXTRACTING OR REMOVING SUCH
PETROLEUM OR OTHER MINERALS OR FOR ANY PURPOSE IN CONNECTION THEREWITH, AS
RESERVED IN THE DEED FROM CHANSLOR-CANFIELD OIL COMPANY, RECORDED IN BOOK 20565 PAGE 1,
OFFICIAL RECORDS.
PARCEL 4:
THAT CERTAIN TRIANGULAR SHAPED PARCEL OF LAND IN SAID RANCHO SAN ANTONIO, IN THE CITY OF
VERNON, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, BOUNDED SOUTHWESTERLY BY THE
NORTHEASTERLY LINE OF THE 100 FOOT WIDE RIGHT OF WAY OF THE CITY OF LOS ANGELES, AS
DESCRIBED IN DEED RECORDED IN BOOK 14788 PAGE 1, OFFICIAL RECORDS, BOUNDED EASTERLY BY
THE WESTERLY LINE OF THAT CERTAIN RAILROAD RIGHT OF WAY, 33 FEET IN WIDTH, DESCRIBED IN
DEED RECORDED IN BOOK 8118 PAGE 72, OFFICIAL RECORDS, AND BOUNDED NORTHERLY BY THE
SOUTHERLY LINE OF THAT CERTAIN RAILROAD RIGHT OF WAY GENERALLY 33 FEET IN WIDTH,
DESCRIBED AS PARCEL 7, IN DEED RECORDED IN BOOK 19128 PAGE 133, OFFICIAL RECORDS.
EXCEPT ALL OIL, GAS AND OTHER PETROLEUM OR MINERAL SUBSTANCES CONTAINED IN SAID LAND,
BUT WITHOUT THE RIGHT OF SURFACE ENTRY FOR THE PURPOSE OF EXTRACTING OR REMOVING SUCH
PETROLEUM OR OTHER MINERALS OR FOR ANY PURPOSE IN CONNECTION THEREWITH, AS
RESERVED IN THE DEED FROM CHANSLOR-CAN FIELD OIL COMPANY, RECORDED IN BOOK 20565 PAGE 1,
OFFICIAL RECORDS.
F.XHTRiT R
SCOPE OF DEVELOPMENT
Developer and the City agree that the Development shall be undertaken in accordance with the
terms of the Agreement, which include the following:
1. The Development. Developer shall install the New Digital Billboards in
accordance with the terms of this Agreement. The New Digital Billboards consist of one (1) 50'
tall (75' from top of the sign to grade), "bulletin" size freeway -oriented billboard with a total of
two (2) digital displays (each display measuring 14' x 48' within the billboard frame), and the angle
created at the "V" of the two displays shall be the same angle as the existing "V" of the two existing
static billboards — all as more specifically set forth in Exhibit "C,". Development shall also include
removal, at Developer's sole cost and expense, of the one existing static display on the Site (the
"Defunct Billboard"). If and when Developer elects to improve the Site with one or more
permanent sturctures, during such development Developer shall underground all utilities necessary
for the New Digital Billboards, and the Site shall be maintained in accordance with the conditions
at Paragraph 3 below.
2. Building. Developer shall pay all applicable City building fees, as described
at Section 2.4 of the Agreement, at the time that a building permit is issued for the installation of
the New Digital Billboards on the Site.
3. Maintenance and Access. Developer, for itself and its successors and assigns,
hereby covenants and agrees to be responsible for the following:
(a) Maintenance and repair of the New Digital Billboards (where authorized
pursuant to the Agreement, and including but not limited to, the displays installed thereon, and all
related on -site improvements and, if applicable, easements and rights -of -way, at its sole cost and
expense), including, without limitation, landscaping, poles, lighting, signs and walls (as they relate
to the Development) in good repair, free of graffiti, rubbish, debris and other hazards to persons
using the same, and in accordance with all applicable laws, rules, ordinances and regulations of all
federal, state, and local bodies and agencies having jurisdiction over the Site, unless those federal,
state, and local bodies have an exception for a legal nonconforming use. Such maintenance and
repair shall include, but not be limited to, the following: (i) sweeping and trash removal related to
the Development; (ii) the care and replacement of all shrubbery, plantings, and other landscaping
or the painted backing in a healthy condition if damaged by the Development; (iii) the ongoing
maintenance by Developer of any access road to the New Digital Billboards if damaged by the
Development and to minimize dust caused by the Development; and (iv) the repair, replacement
and repainting of the New Digital Billboards' structures and displays as necessary to maintain such
billboards in good condition and repair.
(b) Maintenance of the New Digital Billboards and surrounding portion of the
Site in such a manner as to avoid the reasonable determination of a duly authorized official of the
City that a public nuisance has been created by the absence of adequate maintenance of the
Development such as to be detrimental to the public health, safety or general welfare, or that such
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a condition of deterioration or disrepair causes appreciable harm or is materially detrimental to
property or improvements within three hundred (300) feet of the Site.
(c) Developer shall reasonably coordinate with Owner or any neighboring
property owners who share utilities or access roads to their separate respective billboards. The
City may designate alternative access for planning purposes so long as such alternative access
allows Developer to access the New Digital Billboards and related utilities.
4. Other Rights of the City. hl the event of any violation or threatened violation of
any of the provisions of this Exhibit "B," then in addition to, but not in lieu of, any of the rights or
remedies the City may have to enforce the provisions of the Agreement, the City shall have the
right, after complying with Section 4.3 of the Agreement, (i) to enforce the provisions hereof by
undertaking any maintenance or repairs required by Developer under Paragraph 3 above (subject
to the execution of a permit to enter in form reasonably acceptable to Owner) and charging
Developer for any actual maintenance costs incurred in performing same, and (ii) to withhold or
revoke, after giving written notice of said violation, any building permits, occupancy permits,
certificates of occupancy, business licenses and similar matters or approvals pertaining to the
Development or any part thereof or interests therein as to the violating Party or one threatening
violation.
5. No City Liability. The granting of a right of enforcement to the City does not create
a mandatory duty on the part of the City to enforce any provision of the Agreement. The failure of
the City to enforce the Agreement shall not give rise to a cause of action on the part of any person.
No officer or employee of the City shall be personally liable to Developer, its successors,
transferees or assigns, for any default or breach by the City under the Agreement.
6. Conditions of Approval. The following additional conditions shall apply to the
installation of the New Digital Billboards and, where stated, landscaping adjacent to the New
Digital Billboards, which billboards and landscaping or painted backing adjacent to the billboards,
respectively, shall conform to all applicable provisions of the Development Approval and the
following conditions, in a manner subject to the approval of the Director of Public Works or his
or her designee:
(a) A building permit(s) will be required, and structural calculations shall be
prepared by a licensed civil engineer and approved by the Director of Public Works or his or her
designee.
(b) The New Billboards shall be located in the portion of the Site shown on
Exhibit "C", and shall be of the dimensions described in Section 1, above.
(c) The New Digital Billboard pole(s) shall have a column cover as depicted in
the Site Plan and Elevations within Exhibit "C". In addition, the poles of both New Billboards will
bear the name and/or logo of the City in a reasonable size and location on the pole(s). The
Developer and the City shall work cooperatively with respect to the reasonable design on the poles
with the City to have ultimate approval authority.
(d) Plans and specifications for the proposed installation of the New Digital
Billboards shall be submitted to the City for plan check and approval prior to the issuance of
1030199.07/1,A -26-
297944-00207/5-31-17/tbm/sne
building permits. Plans and specifications for the proposed installation of the undergrounding of
all utilities shall be submitted to the City for plan check and approval prior to the issuance of
electrical permits.
(e) Prior to the approval of the final inspection, all applicable conditions of
approval and all mandatory improvements shall be completed to the reasonable satisfaction of the
City.
(f) Developer shall maintain the New Digital Billboards and use thereof in full
compliance with all applicable codes, standards, policies and regulations imposed by the City,
county, state or federal agencies by any duly and valid City, county or state ordinance with
jurisdiction over the facilities, unless the Development is exempted as a legal nonconfonning use.
(g) Developer shall, at all times, comply with the approval for the New Digital
Billboards and New Static Billboard from the California Department of Transportation Outdoor
Advertising Division, and shall maintain acceptable clearance between proposed billboards and
Southern California Edison distribution lines.
(h) Developer shall pay any and all applicable fees due to any public agency
prior to the final issuance of the applicable building or electrical permits.
(i) The activities proposed in the Agreement shall be conducted completely
upon the Site and shall not use or encroach on any public right-of-way.
0) Developer shall ensure that all access to the New Digital Billboards is kept
restricted to the general public to the extent permitted under local laws and by the Development
Approval.
(k) If any portion of the painted backing installed adjacent to the New Digital
Billboards is damaged by the Development or becomes damaged, as detenmined by the City's
Director of Public Works or his or her designee, Developer shall repair, or cause to be repaired,
such damage within thirty (30) days of written notification by the City, unless such time is
extended by the City's Director of Public Works or his or her designee if Developer shows unusual
circumstances requiring more time to accomplish such repair.
(1) Developer shall coordinate its work with the requirements of the City's Gas
& Electric Department to achieve the undergrounding of all utilities, as applicable.
(m) Developer shall comply with all necessary federal National Pollutant
Discharge Elimination System ("NPDES") requirements pertaining to the proposed use, to the
extent applicable.
(n) All graffiti shall be adequately and completely removed or painted over
within 48 hours of notice to Developer of such graffiti being affixed on the Development.
(o) Prior to final sign off of the building permit for the New Digital Billboards,
the applicable landscaping or painted backing shall be installed at the Site.
1030199.07/LA
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(p) Developer shall comply with State law regarding the limitation of light or
glare or such other standards as adopted by the Outdoor Advertising Association of America, Inc.
("OAAA"), including but not limited to, the 0.3 foot-candles limitation over ambient light levels
and ensuring additional flexibility in reducing such maximum light level standard given the
lighting environment, the obligation to have automatic diming capabilities, as well as providing
the City's Director of Public Works or his or her designee with a designated Developer employee's
phone slumber and/or email address for emergencies or complaints that will be monitored 24 hours
a day/7 days per week. Upon any reasonable complaint by the City's Director of Public Works or
his or her designee, Developer shall dim the display to meet these guidelines and further perform
a brightness measurement of the display using OAAA standards and provide the City with the
results of same within ten (10) business days of the City's complaint.
1030199.07/LA -28-
297944-00207/5-31-17/ Ibm/s ne
EXHIBIT C
SITE PLAN AND BILLBOARD ELEVATIONS
1030199.07/LA
297944-00207/5-31-17/Ibm/sne -29-
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EXHIBIT D
SCHEDULE OF PERFORMANCE
ITEM OF PERFORMANCE
TIME FOR
REFERENCE
PERFORMANCE
1. [INTENTIONALLY LEFT
BLANK]
2. Effective Date of this Agreement.
30 days following City
1.1.15
Council's second reading and
adoption of ordinance approving
Agreement
3. Developer prepares and submits to
Within 120 days of City
3A
City working drawings
Council's second reading and
specifications and engineering, the
adoption of ordinance approving
City commences approval process.
Agreement
4. City to approve all construction and
Within 30 days of City's receipt
engineering drawings and
of Developer's construction
specifications with a plan check
drawings and specifications
approval, and issue a building
addressing all of City's
pen -nit and an electrical permit.
comments.
City agrees to any necessary
building or electrical permits
needed for Developer to acquire the
Caltrans approvals. Developer
agrees not to commence
construction until it receives the
applicable Caltrans approvals.
5. Developer to provide copy of
Prior to commencing any
3.3, 3.4
Caltrans approval to City.
inspections and work on the
Development.
1030199.07/1.A -3 0-
297944-00207/ 5-31-17/tbm/s ne
ITEM OF PERFORMANCE
TIME FOR
REFERENCE
PERFORMANCE
6. Developer to submit proof of
Prior to commencing any
6.1.2
insurance to City.
inspections and work on the
Development
7. Developer obtains unfinalled
Prior to commencing work on
2.6.1
versions of the Final Permits and
the Development
provides notice to City of same.
8. Developer pays City first
March 31 after Commencement
2.6.1 and 2.6.2
installment of Development Fee or
Date
Alternative Fee, if applicable, if
Developer receives Final Permits
9. Developer pays City second
March 31, two years after
2.6
installment and subsequent annual
Commencement Date, and
installments of the Development
continuing throughout the Tenn.
Fee if Developer receives Final
Each payment occurring by
Permits.
March 31 of the year following
the payment year of operation
during the Term
10. Developer pays the Alternative Fee
Within 90 days of the end of
2.7
if in excess of the Development
each calendar year of the Term
Fee.
It is understood that this Schedule of Perfonnance is subject to all of the terms and
conditions of the text of the Agreement. The summary of the items of performance in this
Schedule of Perfonnance is not intended to supersede or modify the more complete
description in the text; in the event of any conflict or inconsistency between this Schedule
of Performance and the text of the Agreement, the Agreement shall govern.
The time periods set forth in this Schedule of Performance may be altered or
amended only by written agreement signed by both Developer and the City.
1030199.07J A
297944-00207/5-31-17/tbm/sne -31-
Notwithstanding any extension of the Term in the manner described herein, and subject to
the provisions of Section 3.5 of the Agreement, the City Administrator shall have the
authority to approve extensions of time set forth in this Schedule of Performance without
action of the City Council, not to exceed a cumulative total of 180 days.
1010199.07/LA _3 �_
297944-00207/5-31-17/Lbm/s ne
F.XHTRTT F.
UAL EMPLOYMENT OPPORTUNITY PRACTICES PROVISI
A. Developer and Owner certify and represent that, during the performance of
this Agreement, Developer and each subcontractor shall adhere to equal opportunity
employment practices to assure that applicants and employees are treated equally and are
not discriminated against because of their race, religious creed, color, national origin,
ancestry, handicap, sex, or age. Developer and Owner further certify that they will not
maintain any segregated facilities.
B. Developer and Owner agree that they shall, in all solicitations or
advertisements for applicants for employment placed by or on behalf of Developer or
Owner, state that they are "Equal Opportunity Employers" or that all qualified applicants
will receive consideration for employment without regard to their race, religious creed,
color, national origin, ancestry, handicap, sex or age.
C. Developer and Owner agree that they shall, if requested to do so by the City,
certify that they have not, in the performance of this Agreement, discriminated against
applicants or employees because of their inembership in a protected class.
D. Developer and Owner agree to provide the City with access to, and, if
requested to do so by City, through its awarding authority, provide copies of all of their
records pertaining or relating to their employment practices, except to the extent such
records or portions of such records are confidential or privileged under state or federal law.
E. Nothing contained in this Agreement shall be construed in any manner as
to require or permit any act which is prohibited by law.
1030199, 07 / LA
297944-00207/5-31-17/(bm/sne - 3 3 -
CITY OF VERNON CITY COUNCIL MEETING
JUNE 6, 2017
ORDINANCE NO. 1243 SUMMARY
(Approving a Static Billboard Development Agreement and a Digital Billboard
Development Agreement between the City of Vernon and Magellan Atlantic I, LLC)
A CERTIFIED COPY OF THE FULL TEXT OF PROPOSED ORDINANCE NO. 1243
IS AVAILABLE IN THE OFFICE OF THE CITY CLERK LOCATED AT 4305
SANTA FE AVENUE, VERNON, CALIFORNIA.
Ordinance No. 1243 was duly introduced at a regular meeting of the City Council of the
City of Vernon held on June 6, 2017. Ordinance No. 1243 is scheduled to be considered
for adoption by said Council at a regular meeting to be held on June 20, 2017.
The proposed Ordinance No. 1243 would approve a Static Billboard Development
Agreement and a Digital Billboard Development Agreement between the City of Vernon
and Magellan Atlantic I, LLC.
Maria E. Ayala, City Clerk of the City of Vernon, does hereby certify that Ordinance No.
1243 was duly introduced to the City Council of the City of Vernon at a regular meeting
held on June 6, 2017, and said Ordinance is scheduled to be considered for adoption at a
regular meeting of the City Council to be held on June 20, 2017.
Dated: 6/6/2017
Mari E. Ayala, C y Clerk
This space is for the County Clerk's Filing Stamp
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PROOF OF PUBLICATION
(2015.5 C.C.P.)
STATE OF CALIFORNIA,
COUNTY OF LOS ANGELES
I am a citizen of the United States and a resident
of the County aforementioned; I am over the age
of eighteen years, and not a party to or interested
in the above -entitled matter. I am the principal
clerk of the printer of
EASTERN GROUP PUBLICATIONS'
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VERNON SUN,
COMMERCE COMET
AND
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newspapers of general circulation, printed
and published THURSDAYS in the County of
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Dated at LOS ANGELES, California,
this 08Tu day of JUNE, 2017.
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CITY OF VERNON
Proof of Publication of
City of Vernon City Council Meetina
June 6. 2017
Ordinance No. 1243 Summary
CITY OF VERNON CITY COUNCIL MEETING
JUNE 6, 2017
ORDINANCE NO. 1243 SUMMARY
qg a Static Billboard Development Agreement and a Digital
F,H);,:,•d Development Agreement between the City of Vernon and
Magellan Atlantic I, LLC)
A CERTIFIED COPY OF THE FULL TEXT OF PROPOSED ORDINANCE
NO 1243 IS AVAILABLE IN THE OFFICE OF THE CITY CLERK LOCATED
AT 4305 SANTA FIE AVENUE, VERNON, CALIFORNIA.
Ordinance No. 1243 was duly introduced at a regular meeting of the City
Council of the City of Vernon held on June 6, 2017 Ordinance No. 1243
is scheduled to be considered for adoption by said Council at a regular
meeting to be held on June 20, 2017.
The proposed Ordinance No. 1243 would approve a Static Billboard
Development Agreement and a Digital Billboard Development Agreement
between the City of Vernon and Magellan Atlantic I, LLC
Maria E Ayala, City Clerk of the City of Vernon, does hereby certify that
Ordinance No 1243 was duly introduced to the City Council of the City of
Vernon at a regular meeting held on June 6, 2017, and said Ordinance is
Scheduled to be 4yn3idered for adoption at a regular meeting of the City
Cuuc WAa.be heLd,on.June 20, �017.
Dated: /6 6/2017 /s / Maria Egyala , City Clerk
CITY OF VERNON CITY COUNCIL MEETING
JUNE 20, 2017
ORDINANCE NO. 1243 SUMMARY
(Approving a Static Billboard Development Agreement and a Digital Billboard
Development Agreement between the City of Vernon and Magellan Atlantic I, LLC)
A CERTIFIED COPY OF THE FULL TEXT OF ADOPTED ORDINANCE NO. 1243
IS AVAILABLE IN THE OFFICE OF THE CITY CLERK LOCATED AT 4305
SANTA FE AVENUE, VERNON, CALIFORNIA.
On June 20, 2017, the City Council of the City of Vernon approved and adopted
Ordinance No. 1243 approving a Static Billboard Development Agreement and a Digital
Billboard Development Agreement between the City of Vernon and Magellan Atlantic I,
LLC.
I, Maria E. Ayala, City Clerk of the City of Vernon, do hereby certify that Ordinance No.
1243 was duly approved and adopted by the City Council of the City of Vernon at a
regular meeting held on June 20, 2017, and passed by said Council by the following vote:
AYES: COUNCILMEMBERS: YBARRA, WOODRUFF-PEREZ,
DAVIS, MARTINEZ, AND LOPEZ
NOES: COUNCILMEMBERS:
ABSTAIN: COUNCILMEMBERS:
Dated: 6/21 / 17
f
Maria E. Ayala, City Clerk
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