agenda item no. 18 city of hawthorne

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AGENDA ITEM NO. 18

CITY OF HAWTHORNE

CITY COUNCIL AGENDA BILL

For the meeting of October 24, 2017 Originating Department: Planning and Community Development

City Manager: Arnold Shadbehr Dir. Of Planning: Brian James

Consideration of a billboard agreement between the City of Hawthorne and Centinela Valley Union School District, Inc. to construct and operate a new double-faced digital billboard within the Freeway Overlay Zone at14901 Inglewood Avenue along the eastern side of the San Diego 405 Freeway (APN 4149-001-146). RECOMMENDED MOTION: Conduct a public hearing and adopt Resolution 7943. NOTICING PROCEDURES: A public hearing notice (Attachment 1) was published in the Hawthorne Tribune, posted on the website and at the City Hall, and distributed on October 12, 2017. FISCAL IMPACT: On an annual basis over a 20 year period, the City will receive 30 percent of revenue with a minimum annual guarantee of $36,000. PROPOSED PROJECT:

Per the Hawthorne Municipal Code (HMC), proposed billboards are governed by Title 17, Zoning, Section 17.88, Freeway Overlay Zone. The HMC establishes the Freeway Overlay Zone and the development standards for proposed billboards. New or modified billboards are subject to approval of a Billboard Agreement by the City Council after an affirmative recommendation from the Planning Commission.

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As shown in Attachment 2, The proposed digital billboard would be on the east side of the San Diego 405 Freeway (405) on a parcel utilized by the Home Depot to provide access to parking and that is maintained by Lawndale High School and owned by the Centinela Valley School District. Adjacent to the site, there currently exists an approximate 70 foot tall, multi-faced regional commercial sign servicing the shopping center. The applicant is proposing to enter into a billboard agreement (contained in Attachment 6) with the City of Hawthorne and the Centinela Valley Union School District to construct and operate a new double-faced 82 foot tall, “V” shaped digital billboard. The proposed display area is approximately 672 square feet (14’ x 48) as shown in Attachment 3. A. Public Benefits

The main purpose of the billboard agreement is to address the public benefits provided by the project, which includes:

• Income sharing, which is proposed to be 30 percent of the annual revenue generated by the billboard for a 20 year period, calculated on an annual basis with a minimum annual guarantee of $36,000 ($18,000 per face).

• Emergency notifications as necessary.

• Community advertising (City events, programs, and activities) as space is available.

• Centinela Valley Union School District receives revenue from the sign, which directly benefits the students.

B. Analysis

The Land Use Element of the City of Hawthorne General Plan indicates that the Regional Commercial Designation, specifically along the 405 and 105 freeways, offer significant development potential and can also stimulate commercial development. Billboards are potentially a significant source of revenue for businesses throughout the City.

The proposed project meets the development criteria outlined in Sections 17.88.030, General requirements. Specifically, the proposed billboard complies with:

• Location. The proposed billboard would be located within the Freeway Overlay Zone. The proposed billboard is not in the vicinity of any other digital billboard (minimum distance requirement 1,000

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feet), and over 600 feet from the nearest static billboard (minimum of 500 feet) and over 3,500 feet from the nearest single-family residential zone or single-family residential use (100 feet minimum).

• Design. The structural support of the billboard does not show any visible bracing and the backs, sides, structural support members and support poles, are proposed to be screened with a cladding.

• Clearance. The proposed billboard does not project over a driving aisle or public right-of-way and would have a clearance of 66 feet.

• Operation. The proposed billboard would comply with the operational requirements in terms of brightness, automatic diming technology, minimum display period, and prohibition on animation, blinking or flashing.

C. Planning Commission

On October 4, 2017, the Planning Commission held a duly noticed public hearing and unanimously adopted PC Resolution 2017-22 (Attachment 4) recommending that the City Council approve Billboard Agreement 2017BA02. The Billboard Agreement reviewed by the Planning Commission has been revised to include a minimum annual guarantee consistent with the City Council’s direction on the proposed billboard on the western side of the 405 Freeway on September 12, 2017, which is also on the October 24, 2017, agenda for action (Billboard Agreement 2017BA01).

D. Environmental Analysis

Staff reviewed the proposed project in accordance with the California Environmental Quality Act (CEQA) guidelines. As shown in Attachment 5, Billboard Agreement 2017BA02 is consistent with CEQA Section 15332. The proposed project is exempt from the requirements of preparing an Environmental Impact Report (EIR) or Negative Declaration because the project meets the criteria for a Class 32 Categorical Exemption pursuant to In-Fill Development Projects of CEQA. This provision exempts projects that are consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. In addition, the proposed billboard project is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone (Billboard Overlay) and adopted by the City Council on September 13, 2016, through Ordinance 2122, in that the proposed project meets design guidelines and restrictions created by the Freeway Overlay Zone.

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ATTACHMENTS: 1. Public Hearing Notice 2. Vicinity Map 3. Plans 4. Planning Commission Resolution PC 2017-22 5. Notice of Exemption 6. City Council Resolution No. 7943 with Draft Agreement

Attachment 1

NOTICE OF PUBLIC HEARING BILLBOARD AGREEMENT 2017BA02

PUBLIC NOTICE is hereby given that the City Council of the City of Hawthorne will hold a public hearing to consider the following matter: BILLBOARD AGREEMENT 2017BA02: A request to approve an agreement to allow for the construction and operation of a new digital billboard within the Freeway Overlay Zone. PROJECT LOCATION: 14901 Inglewood Avenue, (APN: 4149-001-146) on the east side of the San Diego 405 Freeway, City of Hawthorne, California. MEETING DETAILS: Day: Tuesday Date: October 24, 2017 Time: 6:00 p.m. Place: City Council Chambers 4455 West 126th Street Hawthorne, CA 90250 Those interested in this item may appear at the meeting and submit oral or written comments. Written information pertaining to this item must be submitted to the Planning and Community Development Department prior to 5:30 PM October 23, 2017, at 4455 West 126th Street, Hawthorne, California 90250 or emailed to [email protected]. For additional information, you may contact Brian James at (310) 349-2970 or at the email noted above. ENVIRONMENTAL REVIEW: Billboard Agreement 2017BA02 is consistent with California Environmental Quality Act (CEQA) Section 15332. The proposed project is exempt from the requirements of preparing an Environmental Impact Report (EIR) or Negative Declaration because the project meets the criteria for a Class 32 Categorical Exemption pursuant to Section 15332, (In-Fill Development Projects) of CEQA. This provision exempts projects that are consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. In addition, the proposed billboard project is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone (Billboard Overlay) and adopted by the City Council on September 13, 2016, through Ordinance 2122, in that the proposed project meets design guidelines and restrictions created by the Freeway Overlay Zone. PLEASE NOTE that pursuant to Government Code Section 65009: In an action or proceeding to attack, review, set aside, void, or annul a finding, determination or decision of the Planning Commission or City Council, the issues raised shall be limited to those raised at the public hearing in this notice or in written correspondence delivered to the Planning Commission or City Council at or prior to the public hearing.

mailto:[email protected]

Attachment 2

Site

NOTES

1. UNDERGROUND UTILITIES MAY EXIST ON OR ADJACENT TO THE NEW SIGN LOCATION. THEREFORE, THE

CONTRACTOR SHALL CALL FOR DIG-ALERT PRIOR TO ANY EXCAVATION IN ORDER TO VERIFY THE EXACT

LOCATIONS OF THE UNDERGROUND FACILITIES.

2. THE CONTRACTOR SHALL VERIFY ALL DIMENSIONS IN FIELD FOR PROPER COORDINATION OF WORK.

NOTES1. UNDERGROUND UTILITIES MAY EXIST ON OR ADJACENT TO THE NEW SIGN LOCATION. THEREFORE, THE CONTRACTOR SHALL CALL FOR DIG-ALERT PRIOR TO ANY EXCAVATION IN ORDER TO VERIFY THE EXACT LOCATIONS OF THE UNDERGROUND FACILITIES.

2. THE CONTRACTOR SHALL VERIFY ALL DIMENSIONS IN FIELD FOR PROPER COORDINATION OF WORK.

Attachment 3

ATTACHMENT 4

Planning Commission Resolution 2017-22 1

PLANNING COMMISSION RESOLUTION NO. 2017-22

BILLBOARD AGREEMENT 2017BA02

A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF HAWTHORNE RECOMMENDING THAT THE CITY COUNCIL APPROVE THE BILLBOARD AGREEMENT BETWEEN THE CITY OF HAWTHORNE AND CENTINELA VALLEY UNION SCHOOL DISTRICT AND, APPROVE A CATEGORICAL EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT TO CONTRUCT AND OPERATE A DIGITAL OUTDOOR ADVERTISING SIGN ("BILLBOARD") LOCATED AT 14901 INGLEWOOD AVENUE AND MAKING FINDINGS IN SUPPORT THEREOF

WHEREAS, Outfront (“Applicant”) filed an application, Billboard Agreement 2017BA02 (“Billboard Agreement”), for the construction and operation of a double-faced digital billboard at 14901 Inglewood Avenue (“Project”); and

WHEREAS, Staff reviewed the proposed Project in accordance with the California Environmental Quality Act (“CEQA”) guidelines. Billboard Agreement 2017BA02 is consistent with CEQA Section 15332. The proposed project is exempt from the requirements of preparing an Environmental Impact Report (“EIR”) or Negative Declaration because the project meets the criteria for a Class 32 Categorical Exemption pursuant to In-Fill Development Projects of CEQA. This provision exempts projects that are consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. In addition, the proposed billboard project is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone (“Billboard Overlay”) and adopted by the City Council on September 13, 2016, through Ordinance 2122, in that the proposed project meets design guidelines and restrictions created by the Freeway Overlay Zone.; and

WHEREAS, the proposed Billboard Agreement will not be detrimental to the public's health, safety and general welfare, nor will it adversely affect the orderly development or property values for the subject property or areas surrounding it; and

WHEREAS, the Billboard Agreement includes conditions, terms, restrictions and requirements for development and operation of the billboard; and

WHEREAS, the Billboard Agreement provides for a public convenience through significant monetary benefits that will contribute to programs and services designed to provide for the health, safety and welfare of the public; and

WHEREAS, the Billboard Agreement provides for a site that is located within an area suitable for the proposed use, and is in conformance the General Plan and the Freeway Overlay zoning district; and


WHEREAS, on October 4, 2017, the Planning Commission held a public hearing in which

Billboard Agreement application 2017BA02 was heard; and

WHEREAS, evidence was heard and presented from all persons in favor of the application, from all persons opposed to the application and from members of the City staff and having heard and received all of said evidence and pursuant to Hawthorne Municipal Code Section 17.88, Freeway Overlay, the Planning Commission recommends approval of Billboard Agreement 2017BA02.

THE PLANNING COMMISSION OF THE CITY OF HAWTHORNE DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

SECTION 1. All of the facts set forth in the Recitals are true and correct, and are

incorporated herein by reference.

SECTION 2. All necessary public meetings and opportunities for public testimony and comment have been conducted in compliance with State law and the Hawthorne Municipal Code (HMC).

SECTION 3. Based upon independent review and consideration of the information contained in the Staff Report and the Notice of Exemption for the Project, the Planning Commission hereby finds and determines that the Project is categorically exempt as a Class 32 Project (In-Fill Development) pursuant to CEQA Guidelines Section 15332 and is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone.

SECTION 4. The Planning Commission has reviewed and considered the information contained in the Staff Report and makes the following findings per Section 17.88.040(B):

1. The proposed agreement is consistent with the goals, objectives, purposes and provisions of the general plan, the Development Code and any applicable specific plans because the agreement outlines operational, maintenance and public benefit requirements identified in the Municipal Code.

2. The proposed installation site is compatible with the uses and structures on the site and in the surrounding area because the location is not in the vicinity of residential uses and it is over 500 feet away from any other billboard on the same side of the Freeway.

3. The proposed billboard would not create a traffic or safety problem, including problems associated with on-site access circulation or visibility because the proposed billboard is located in an area not utilized by cars or the general public and would comply with criteria for brightness, restrictions on image duration, and prohibition on flashing or animated messages.


4. The proposed billboard would not interfere with on-site parking or landscapingrequired by city ordinance or permit because the billboard does not reduce therequired parking stalls and does not create blind spots within the parking area.

5. The proposed billboard would not otherwise result in a threat to the generalhealth, safety and welfare of city residents because it is programmable and doesnot create glare or flashing lights and is in compliance with both City and Caltransoperational standards provided in the attached agreement.

SECTION 5. The Planning Commission hereby recommends that the City Council approve the Billboard Agreement (attached and incorporated herein as Exhibit A), in substantially the same form as presented, with any minor, non-substantive changes to be made by the City Attorney

SECTION 6. The documents and other materials that constitute the record of the proceedings upon which the Planning Commission’s recommendations are based, which include, but are not limited to, the staff reports for the Project and all of the materials that support the staff reports for the Project, are located in the office of the Planning Director of the City of Hawthorne, at 4455 West 126th Street, Hawthorne, California 90250. The custodian of these documents is the Planning Director of the City of Hawthorne.

SECTION 7. The Planning Commission Secretary shall certify to the adoption of this Resolution and shall forward a copy to the City Council, City Clerk, City Manager, and City Attorney.

PASSED, APPROVED, and ADOPTED this 4th day of October, 2017.

ATTEST:

JUAN ORTIZ, CHAIRPERSON HAWTHORNE PLANNING COMMISSION

BRIAN JAMES, SECRETARY HAWTHORNE PLANNING COMMISSION


EXHIBIT A DRAFT BILLBOARD AGREEMENT

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Recording requested by, and

WHEN RECORDED MAIL TO:

Attn: City Clerk

City of Hawthorne

City Hall

4455 West 126th Street

Hawthorne, CA 90250

FREE RECORDING pursuant to

Government Code sections 6103 and 27383.

APN 4149-001-901 SPACE ABOVE THIS LINE FOR RECORDER’S USE

BILLBOARD AGREEMENT

BETWEEN

CITY OF HAWTHORNE

AND

CENTINELA VALLEY UNION HIGH SCHOOL DISTRICT

IN ACCORDANCE WITH CHAPTER 17.88 OF THE CITY ZONING ORDINANCE

THIS AGREEMENT (“Agreement”) is entered into by and between the CITY OF

HAWTHORNE, a municipal corporation (“City”), and CENTINELA VALLEY UNION

HIGH SCHOOL DISTRICT, a public school district of the State of California (“Owner”),

and shall commence on the Effective Date defined herein.

RECITALS

A. In its proprietary capacity, Owner owns that certain real property in the City of

Hawthorne described in the attached Exhibit A (the “Centinela Property”).

The Centinela Property includes portions of a former railroad right-of-way and

abuts the easterly line of the San Diego Freeway (I-405).

B. The property commonly known as Oceangate Commerce Center adjoins

portions of the Centinela Property on its north and south sides.

C. Within Oceangate Commerce Center, those parcels of real property described as

Lots 6 and 8 of Tract No. 50065 in the City of Hawthorne, as per map recorded

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in Book 1174 Pages 50 through 53 of Maps, in the Office of the County

Recorder of Los Angeles County, California, are owned by HD Development of

Maryland, Inc., a Maryland corporation (“Home Depot”). Home Depot is not a

party to this Agreement. (Said Lot 8 shall hereinafter be referred to as “Lot 8.”)

D. An existing pole sign is located on Lot 8 pursuant to a non-exclusive easement

to install, operate, maintain, repair, alter, replace and remove “Pylon Sign #1”

per document recorded June 28, 1991 as Instrument No. 91-991735, of Official

Records, and subsequent amendments thereto.

E. California Business and Professions Code section 5412 defines “Relocation” as

the “removal of [an advertising] display and construction of a new display to

substitute for the display removed.”

F. Owner intends to convey to Home Depot [and Arba Group Inc.] a segment of

the Centinela Property while retaining that certain westerly portion described in

the attached Exhibit B (the “Centinela Sign Site”), located adjacent to the

freeway right-of-way and shown on the map attached as Exhibit C.

G. The Centinela Sign Site is zoned C-1 Freeway Commercial/Mixed Use and is

within the Freeway Overlay Zone described below. The Centinela Sign Site is

designated “Regional Commercial” by the Land Use Element of the City’s

General Plan and its Land Use Policy Map. This designation allows commercial

uses with primary orientation to freeway accessibility.

H. On or about September 13, 2016, the City Council adopted Ordinance No. 2122,

amending the Zoning Ordinance to, inter alia, create the Freeway Overlay

Zone, add Chapter 17.88, and establish regulations and provide for review and

approval of off-premises signs.

I. Section 17.88.030 of the Zoning Ordinance provides that an existing billboard

may be demolished and rebuilt within the Freeway Overlay Zone after an

agreement with the City has been negotiated and executed.

J. On or about _______________________, 2017, Owner filed an application for

this Agreement in accordance with Section 17.88.040 of the Zoning Ordinance

to govern the construction and use of a new freestanding electronic billboard,

as defined in Chapter 17.04 of the Zoning Ordinance, to be located on the

Centinela Sign Site.

K. The City conducted an environmental review under the California

Environmental Quality Act (CEQA) of a project that includes this Agreement

and a separate agreement with a different party involving an existing sign

located westerly of the I-405 Freeway. The City Council finds the project

exempt from CEQA pursuant to CEQA Guidelines section 15302 (replacement

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or reconstruction of existing structures and facilities) and section 15303

(construction of limited numbers of new, small facilities or structures).

L. On __________________, 2017, the Planning Commission held a duly noticed

public hearing on this Agreement and issued its recommendation report to the

City Council in accordance with Section 17.88.040-B of the Zoning Ordinance.

M. On _____________________________, 2017, the City Council held the second

of two duly noticed public hearings on this Agreement and authorized execution

of this Agreement.

N. The City finds that the terms and conditions of this Agreement are fair, just and

reasonable.

O. This Agreement will provide a degree of certainty to Owner that it can build its

proposed sign and continue its operation by binding future City Councils to

specified conditions and regulations.

P. The City finds that this Agreement is in the public interest and is consistent with

the Goals and Policies set forth in Section IV of the Land Use Element of the

City’s General Plan, including the following:

“San Diego Freeway (I-405) Corridor[ ] shall be planned for regionally-oriented

commercial uses where appropriate.” (Policy 1.1 of Goal 1.)

“The City shall continue to explore and adopt ways to use its assets to promote

commercial activity within the City.” (Policy 1.5 of Goal 1.)

“Every effort shall be made to ensure that both existing and future development

will be and will remain compatible with surrounding desirable uses.” (Goal 2.)

Q. The following Exhibits are made part of this Agreement:

Exhibit A Centinela Property legal description

Exhibit B Centinela Sign Site legal description

Exhibit C Site Plan

Exhibit D Drawing of proposed new digital LED

(light-emitting diode) freestanding sign

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NOW THEREFORE, in consideration of the above recitals, the mutual covenants

and conditions herein contained, and other good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the parties agree as follows:

1. Conditions Precedent.

Despite the Effective Date, as defined below, the benefits and obligations under

this Agreement are contingent on successful completion of the following events:

A. Caltrans. Owner or its agent or tenant obtaining all required permits and

approvals from California Department of Transportation (“Caltrans”),

including, without limitation a sign relocation agreement.

B. Home Depot Conveyance. Owner conveying to Home Depot either an

easement or fee title to a portion of the Centinela Property, while retaining

ownership of the Centinela Sign Site. Upon completion of this conveyance, if

necessary, City shall issue Certificates of Compliance for: (i) the portion

conveyed to Home Depot; and (ii) the Centinela Sign Site in accordance with

the Title 16 of the Hawthorne Municipal Code and the State Subdivision Map

Act. (Gov. Code § 66428(a)(2).)

C. Access and Utility Easements. Owner acquiring easements or licenses over

the Oceangate Commerce Center property necessary to access the Centinela

Sign Site and to place utilities.

D. Outfront Media Lease. Owner entering into a Lease Revenue Sharing

Agreement with Outfront Media LLC to provide for the construction and

operation of the Permitted Sign, as defined below.

E. State Approval. Owner obtaining all required approvals from Division of the

State Architect.

2. Effective Date and Term.

A. Effective Date. “Effective Date” is the later of: (i) the date this Agreement

is signed by City; or (ii) 30 days after the City Council approves this Agreement and

authorizes its execution, except in the following situations:

(1) If the approval is made the subject of a referendum, the Effective Date

shall be the date when the referendum proceedings have been concluded by

any process which results in the approval ordinance becoming effective.

(2) If a lawsuit challenging the validity of this Agreement is filed, and such

litigation enjoins Owner’s exercise of its rights under this Agreement, the

Effective Date shall be the date such litigation is concluded in a manner that

allows the parties to proceed under this Agreement.

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B. Term. This Agreement shall commence on the Effective Date and shall

continue in full force and effect—unless otherwise terminated, modified, or extended

pursuant to this Agreement—until its termination twenty years after the date of the final

inspection approval for the Permitted Sign, as defined below, which shall be documented

as follows: the date written by the City Building Official, or designee, on Item 58

(Building) of the Job Card on the back of the permit application, or an equivalent

authentication of such final inspection approval.

C. Option to extend. The City and Owner may agree to extend this Agreement

for two additional five-year terms, which agreement the City Manager is authorized to

execute on behalf of the City without further action or approval by the City Council.

3. Permitted Use of Sign as Public Benefit.

A. “Permitted Sign” means a new digital LED (light-emitting diode)

freestanding electronic billboard, as defined in Chapter 17.04 of the Zoning Ordinance,

located on the Centinela Sign Site that substantially conforms to the dimensions and

orientation shown on the drawing attached as Exhibit D.

B. Ministerial permits. This Agreement authorizes the Owner to seek all

ministerial permits needed to construct, operate, and implement the Permitted Sign as

required by the City, including, without limitation, building permits. The City will not

unreasonably withhold or unreasonably condition any such ministerial permit, provided

that Owner complies with all required fees and criteria generally required for processing

such ministerial permits.

C. Governing Rules. Except as otherwise provided herein, the rules,

regulations and official policies governing the permitted use shall be limited to this

Agreement. The Permitted Sign shall not be subject to abatement or termination except as

provided by this Agreement.

D. Replacement; damage. Owner shall have the right to construct, use,

maintain, repair, and replace the Permitted Sign in accordance with, and to the extent of,

this Agreement. If for any reason the Permitted Sign is damaged or destroyed, then Owner,

at its sole election, may: (i) terminate this Agreement; or (ii) suspend the requirement to

pay any fee to City under Section 4 of this Agreement until such time as the Permitted Sign

is fully operable.

E. Emergency Notifications. Owner shall provide display time on the Sign

upon request and without charge for emergency messages from the Emergency Alert

System, the National Weather Service, Caltrans, and other government agencies.

“Emergency message” in this provision means a message about an imminent threat to

public health or safety, as reasonably determined by the City.

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F. City-Sponsored Events.

i. In addition to the foregoing Emergency Notifications in Paragraph (3)(E),

during the term of this Agreement, Owner shall provide, free of charge on a space

available basis, advertising space on the Permitted Sign for purposes of posting

announcements of official City of Hawthorne events, programs, services and

activities (“City Copy”). “Official City of Hawthorne events, programs, services

and activities” are defined as follows: (i) events, programs, services and activities

funded by the City; and (ii) events, programs, services, and activities co-sponsored

by the City and a non-profit organization based in the City, so long as the event,

program, service, or activity takes place within the City and is open and free to the

public (“co-sponsored” shall mean that the event, program, service or activity be

approved as an official City event, program, service or activity by a majority of the

City Council at a duly noticed open and public City Council meeting as an

action/discussion item or is listed as an event, program, service or activity eligible

for a contribution under the elected official’s budget allocations). Messages for

Owner’s school district events shall have priority use of available space.

ii. City shall submit all proposed City Copy to Owner not less than five

(5) business days prior to the date City proposes the City Copy to be displayed. If

advertising space is not available on the date proposed by City, Owner shall inform

City of the dates and times where advertising space is available for the City Copy.

For all City Copy displayed on the Permitted Sign, City shall execute Owner’s

standard form advertising space contract. All City Copy shall be subject to Owner’s

standard advertising copy rejection and removal policies, which allow Owner, in

good faith, to approve or disapprove copy and remove copy once posted or

displayed. City represents and warrants that all copy, content and materials

supplied by City to Owner for display under this Agreement: (i) are owned or duly

licensed by City and do not infringe or misappropriate the rights of any other person

or entity; (ii) comply with all applicable federal, state, and local laws, rules and

regulations and any industry codes or rules by which City and/or Owner may be

bound and do not contain any obscene, libelous, slanderous or otherwise

defamatory materials or refer in an offensive manner to the gender, race or ethnicity

of any individual or group; (iii) are accurate and that all claims contained therein

have been substantiated; and (iv) do not infringe upon any copyright, trademark or

other intellectual property or privacy right of any third party. City shall pay for all

digital production costs associated with the City Copy. In no event shall City be

permitted to give, sell, trade, barter or exchange advertising space permitted under

this subparagraph (F) to any third party. This advertising space offered in this

subparagraph shall not be construed to be an agreement for the benefit of any third

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party or parties and no third party or parties shall have any claim or right of action

under this Agreement for any cause whatsoever.

4. Income Sharing Fee As Public Benefit.

A. On an annual basis, based on the date of the final inspection approval for

the Permitted Sign described in Subpart B of Section 2 herein (the “Annual Date”), Owner

shall calculate the amount equal to 30 percent of the income received by Owner generated

from the Permitted Sign for the previous twelve months. Owner shall pay this amount to

City within 90 days after the Annual Date.

B. Together with the payment described in Subpart A of this Section, Owner

shall furnish to City a statement that supports the determination of the income described in

Subpart A. Owner shall maintain and make available for City’s review those contracts,

leases, invoices, and other records that are relevant to said determination.

5. Additional Operating Conditions.

Comply with the requirements of Section 17.88.030 of the Hawthorne Municipal Code.

6. Reservations of Power.

A. Limitations, Reservations and Exceptions. Notwithstanding any other

provision of this Agreement, the following subsequent land use regulations shall continue

to apply to the Centinela Sign Site:

i. Normal planning and building permit fees imposed by the City to cover

the costs of processing applications for any subsequent approvals or

permits.

ii. Regulations governing building codes and similar construction

standards and specifications.

iii. Regulations that are necessary to protect the public health and safety

which: (a) are based on genuine health, safety and general welfare

concerns (other than general growth management issues); or (b) arise

out of a documented emergency situation, as declared by the President

of the United States, Governor of California, or the Mayor or City

Council of the City; and (c) based upon its terms or its effect as applied,

does not apply exclusively or primarily to the Centinela Sign Site. To

the extent possible, any such regulations shall be applied and construed

so as to provide Owner with the rights and assurances provided under

this Agreement.

iv. Regulations that are in conflict with this Agreement, provided Owner

consents to the application of such regulations to the Centinela Sign Site.

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B. Police Power. This Agreement shall be construed to reserve to City all of its

police power and authority which cannot be lawfully restricted by contract.

C. Taxes, Assessments and Fees. Nothing in this Agreement shall restrict the

power of the City to impose any new non-discriminatory, City-wide taxes, assessments and

fees, including but not limited to business license taxes or franchise fees. Owner and its

tenant are responsible for the payment of all applicable taxes levied on or related to the

Centinela Sign Site and the Permitted Sign.

7. Assignment.

A. Right to Assign. Owner shall have the right to sell, transfer or assign the

Centinela Sign Site in whole or in part to any person, partnership, joint venture, firm or

corporation at any time during the Term without consent of the City; provided, however,

that any such sale, transfer or assignment shall include the assignment and assumption of

the rights, duties and obligations arising under or from this Agreement with respect to the

property transferred and provided that:

i. No Event of Default by Owner under this Agreement, beyond any

applicable notice and cure period, is then in effect, and

ii. Concurrently with the closing of such approved sale, transfer or

assignment, Owner shall provide the City with an executed agreement

by the purchaser, transferee or assignee and providing therein that the

purchaser, transferee or assignee expressly and unconditionally

assumes the duties and obligations of Owner under this Agreement to

the extent of such transfer or assignment.

B. Any sale, transfer or assignment not made in strict compliance with the

foregoing conditions shall constitute a default by Owner under this Agreement and any

such assignment shall be void. Notwithstanding the failure of any purchaser, transferee or

assignee to execute the agreement required by this Section, the burdens of this Agreement

shall be binding upon such purchaser, transferee or assignee, but the benefits of this

Agreement shall not inure to such purchaser, transferee or assignee until such assumption

agreement is executed. Owner shall provide information as the City may reasonably

request with respect to such transactions.

C. Applicability. The provisions of this Section shall not be applicable to: (i) a

transfer or assignment pursuant to a mortgage or deed of trust; or (ii) a transfer made in

connection with the enforcement of the security interest of a mortgage or deed of trust or

by deed in lieu thereof. This Section shall be applicable to any subsequent transfer by a

Mortgagee after it has successfully enforced its security interest.

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8. Insurance.

A. Owner shall obtain and maintain at its expense, or arrange to be provided by

its tenant to the satisfaction of the City Attorney, until completion of performance and

acceptance by City, the following insurance placed with an insurer admitted to write

insurance in California or a nonadmitted insurer on California’s List of Eligible Surplus

Lines Insurers (LESLI) and having a rating of or equivalent to A:VIII by A.M. Best

Company.

i. Commercial General Liability. Commercial General Liability in an amount

not less than $1,000,000 per occurrence and $2,000,000 general aggregate. Such

insurance shall include products and completed operations liability, independent

contractor’s liability, broad from contractual liability, and cross liability protection

ii. Worker’s Compensation and Employer’s Liability. Worker’s Compensation

as required by the California Labor Code and Employer’s Liability in an amount

not less than $1,000,000 per accident.

B. Required Insurance Documentation

i. Certificate of Insurance . Owner must provide City with a Certificate of Insurance evidencing the required insurance set forth above. The Certificate Holder

must be the “City of Hawthorne”, and the Certificate Holder’s address must be the City’s address set forth in Paragraph 12.

ii. Cancellation notice endorsements. Each policy must be endorsed to provide

that in the event coverage is cancelled for any statutorily permitted reason, other than

nonpayment of premium, the insurer will provided advanced written notice to be

mailed or delivered to the City thirty (30) days prior notice of cancellation.

9. Indemnify, Hold Harmless, and Defend.

A. Owner shall defend, indemnify and hold, City, its officials, officers, and

agents free and harmless from any and all claims, liabilities, losses, costs, expenses,

damages, injuries to property or persons, including wrongful death, in any manner arising

out of or incident to any negligent acts, omissions or willful misconduct of Owner, its

officers and employees, agents, consultants and contractor(s)s arising out of or in

connection with this Agreement or the removal, past removal, construction and installat ion

of the aforementioned Permitted Sign, including without limitation, the payment of all

consequential damages, attorney fees and other related costs and expenses. At a minimum,

this indemnification provision shall apply to the fullest extent of any warranty or guarantee

implied by law or fact, or otherwise given to Owner by Owner’s contractor(s) for the

removal, past removal, construction and installation of the Billboard improvements. In

addition, this indemnity provision and any such warranties or guarantees shall not limit any

liability under law of such contractor(s). Without limiting the foregoing, this indemnity

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shall extend to any claims arising because Owner has failed to properly secure any

necessary contracts or permit approvals.

B. City shall not be liable and Owner shall defend and indemnify City for any

injury or damage to persons or property resulting from any environmental or soil

contamination or hazardous material related to this Agreement or the Centinela Sign Site.

“Hazardous material” shall mean any material or substance that, whether by its nature or

use, is now or hereafter defined as hazardous waste, hazardous substance, pollutant or

contaminant under any applicable federal, state or local law or regulation.

C. Exceptions. The indemnification of this Section 9 shall not include claims

or liabilities arising from the negligence or willful misconduct of the City, its officers,

agents, or employees.

D. The provisions of this Section shall survive the termination of the

Agreement and are in addition to any other rights or remedies which Indemnitees may have

under the law.

10. Default, Remedies, and Termination.

A. Specific Performance; Waiver of Damages. The parties agree that specific

performance is the preferred remedy for the enforcement of this Agreement. City hereby

waives the right to obtain monetary damages from Owner based on a default of this

Agreement, except with respect to a failure by Owner to pay any fee, tax, or other amount

that Owner owes to City.

B. Legal Action. Subject to notice of default and other procedures and

limitations set forth herein, in addition to all other rights and remedies, any party to this

Agreement may institute legal action to cure, correct or remedy any default, to enforce any

covenant or obligation herein, to enjoin any threatened or attempted violation hereof, and

to obtain any remedy consistent with this Agreement. If a legal action or proceeding is

brought by any party to this Agreement because of a default, or to enforce a provision

hereof, the prevailing party shall be entitled to reimbursement of all costs and expenses,

including reasonable attorney fees, incurred in prosecuting such legal action or proceeding.

This provision is separate and severable and shall survive the termination or merger of this

Agreement into any judgment on this Agreement.

C. Termination of Agreement for Default of Owner. If the City finds and

determines, on the basis of substantial evidence, a material default by Owner, the City, in

its reasonable discretion may terminate this Agreement only after following the Revocation

provisions of Section 17.06.110 of the Zoning Ordinance, and Owner’s failure to cure such

default as follows: (i) City shall provide written notice to Owner of the default, setting

forth the nature of the default and the actions required to cure such default; and (ii) where

the default can reasonably be cured within 30 days after such notice, the failure of the

Owner to cure such default within the 30-day period, or, if the default cannot reasonably be

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cured within 30 days, the failure of the Owner to commence to cure the default within 30

days, and thereafter diligently proceed to cure such default.

D. Termination of Agreement for Default of City. In the case of a material

default by City, Owner in its reasonable discretion may terminate this Agreement after

City’s failure to cure such default as follows: (i) Owner shall provide written notice to City

of the default, setting forth the nature of the default and the actions required to cure such

default; and (ii) where the default can reasonably be cured within 30 days after such notice,

the failure of the City to cure such default within the 30-day period, or, if the default

cannot reasonably be cured within 30 days, the failure of the City to commence to cure the

default within 30 days, and thereafter diligently proceed to cure such default.

E. Rights Following Termination. Upon the termination of this Agreement, no

party shall have any further right or obligation hereunder and City shall treat Owner and

the Property pursuant to all ordinances, policies, and laws in effect at that time.

11. Sign Removal.

Prior to construction of the second face of the Permitted Sign, the existing pole sign

(advertising Home Depot, Ross, and Anna’s Linens stores) shall be demolished and

removed from Lot 8 in accordance with State Business and Professions Code section 5412.

12. Modification, Amendment.

A. Subject to any notice and hearing requirements imposed by law, this

Agreement may be modified, amended or extended by mutual written consent of the City

and Owner in accordance with the Zoning Ordinance.

B. Minor modifications, refinements, and clarifications with respect to the

Agreement may be appropriate, including changes in the technology used in signs. The

parties may accomplish such minor modifications, refinements, and clarifications through

operating memorandums approved by the City and Owner and attached to this Agreement

as addendums. The Planning Director is authorized to determine if a minor modification,

refinement, or clarification requires a public hearing and approval by the City Council. The

City Manager is authorized to approve on behalf of the City those changes hereunder that

the Planning Director has determined do not require a public hearing.

13. Notices.

City shall give to Owner notice and opportunity to be heard at all public meetings

concerning this Agreement. All notices under this Agreement shall be given in writing to

the following addresses or such other address as a party may designate by written notice.

Notice shall be delivered by personal delivery, a recognized overnight carrier that provides

proof of delivery, or by U.S. certified mail, return receipt requested, and shall be

considered effective upon receipt (or upon refusal of delivery).

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CITY: OWNER:

Attn: Planning Director

City of Hawthorne

City Hall


Hawthorne, CA 90250

Attn: Superintendent

Centinela Valley Union High School District

14901 S. Inglewood Avenue

Lawndale, CA 90260

14. Recordation of Agreement.

The City Clerk shall have this Agreement recorded with the County Recorder.

Recording costs shall be paid by Owner. Any amendment to this Agreement approved by

the parties, and any cancellation shall be similarly recorded. A failure to record this

Agreement in a timely fashion shall not affect its validity in any manner.

15. GENERAL PROVISIONS.

A. The Recitals herein constitute the factual basis upon which the parties have

entered into this Agreement and such Recitals, the preamble, and all defined

terms are incorporated into this Agreement.

B. Authority to Enter Into Agreement. All parties have the requisite power and

authority to execute, deliver, and perform this Agreement. All parties warrant

that the individuals who have signed this Agreement have the legal power,

right and authority to make this Agreement and bind each respective party.

C. Time of Essence. Time is of the essence in the performance of the provisions

of this Agreement.

D. No Third Party Beneficiaries. This Agreement is made and entered into for the

sole protection and benefit of the parties to this Agreement and their successors

and assigns. No other person shall have any right of action based upon any

provision of this Agreement.

E. Governing Law. This Agreement shall be construed in accordance with the

laws of the State of California.

F. Conflict of Law. In the event that state, regional or federal laws, regulations, or

policies or the action or inaction of any other affected governmental

jurisdiction prevents compliance with a provision of this Agreement or

requires changes in plans, maps or permits approved by the City: (i) the City

shall provide Owner with written notice of such regulation or policy and state

the conflict with the provision of this Agreement; and (ii) Owner and City staff

shall, within 30 days, meet and confer in good faith in a reasonable attempt to

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modify this Agreement, but only to the minimum extent needed to comply

with such federal, regional or state law or regulation.

G. Waiver. No waiver of any provision of this Agreement shall be effective unless

in writing and signed by a duly authorized representative of the party against

whom enforcement of a waiver is sought and referring expressly to this

Section. No waiver of any right or remedy in respect of any occurrence or

event shall be deemed a waiver of any right or remedy in respect of any other

occurrence or event.

H. Successors and Assigns. Except as expressly provided to the contrary in this

Agreement, the burdens and obligations of this Agreement shall be binding

upon, and the benefits of this Agreement shall inure to, all successors in

interest to the parties to this Agreement and all successors in interest to the

Centinela Sign Site or any portion thereof or any interest therein, and shall be

covenants running with the land.

I. Constructive Notice and Acceptance. Every person who now or hereafter owns

or acquires any right, title or interest in or to any portion of the Centinela Sign

Site is and shall be conclusively deemed to have consented and agreed to every

provision contained herein, whether or not any reference to this Agreement is

contained in the instrument by which such person acquired an interest in the


J. Mortgagee Protection; Subordination. The parties hereto agree that this

Agreement shall not prevent or limit the right of Owner to encumber the

Centinela Sign Site or any improvement thereon by any mortgage, deed of trust

or other security device (collectively “Mortgage”) securing, among other

things, financing of the purchase, development or operation of the Centinela

Sign Site (including, without limitation, any combination of purchase

financing, construction financing, bridge loans, take-out and permanent

financing), provided, however, that any Mortgage recorded after the date of

this Agreement shall be subordinate to this Agreement.

K. No Agency Relationship; Governmental Duties Remain. In this contractual

relationship between the City and Owner, Owner is not an agent of the City

and City is not an agent of Owner. Nothing contained in this Agreement shall

be deemed to waive or modify any duty of City, acting in its governmental

capacity and not as a party to this Agreement, under applicable laws.

L. Further Actions and Instruments. Each party to this Agreement shall cooperate

with and provide reasonable assistance to the other party to the extent

contemplated in the performance of all obligations under this Agreement and

the satisfaction of the conditions of the Agreement.

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M. Headings. All section headings and subheadings are inserted for convenience

only and shall not affect the construction or interpretation of this Agreement.

N. Severability. If any term or provision of this Agreement is found to be invalid

or unenforceable, the City and Owner both agree that they would have

executed this Agreement notwithstanding the invalidity of such term or

provision. The invalid term or provision may be severed from the Agreement

and the remainder of the Agreement may be enforced in its entirety.

O. Interpretation. The parties hereto acknowledge and agree that this Agreement

has been prepared jointly by the parties and has been the subject of arm’s

length negotiation, and that each party has independently reviewed this

Agreement with legal counsel. Accordingly, in the event of an ambiguity or

dispute regarding the interpretation of this Agreement, this Agreement shall

not be interpreted or construed against the drafting party.

P. Entire Agreement. This Agreement constitutes the entire understanding and

agreement of the parties.

Q. Counterparts. This Agreement may be executed in counterparts, which together

shall compose a single instrument.

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IN WITNESS WHEREOF, the parties have authorized their representatives to

execute this Agreement below.

CITY OF HAWTHORNE

By:

Arnold Shadbehr

Interim City Manager / Director of

Public Works / City Engineer

Date:

CENTINELA VALLEY UNION HIGH SCHOOL

DISTRICT

By:

Hugo M. Rojas II

Board President

Date:

ATTEST:

By:

City Clerk

APPROVED AS TO FORM:

OLIVAREZ MADRUGA LEMIEUX O’NEILL, LLP

General Counsel

By: _________________________________


By:

Russell Miyahira

City Attorney

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Exhibit A

[Centinela Property Legal Description]

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF

LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

BEING A PARCEL OF LAND SITUATED IN THE CITY OF HAWTHORNE, COUNTY

OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF LOTS 1 AND 2,

SECTION 20, TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL REDONDO, AS SHOWN ON THE PARTITION MAP SHOWING PROPERTY

FORMERLY OF THE REDONDO LAND COMPANY AS SUBDIVIDED BY JAMES F.

TOWELL, C. A. EDWARDS AND P. P. WILCOX, COMMISSIONERS SURVEYED AUGUST 1897 BY L. FRIEL AND FILED IN THE OFFICE OF THE COUNTY

RECORDER OF SAID COUNTY SEPTEMBER 3, 1897, AS MAP NO. 140, AND BEING

MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 2 AS SHOWN ON

PARCEL MAP NO. 2738 RECORDED IN BOOK 37, PAGES 99 AND 100 OF PARCEL

MAPS, IN SAID OFFICE OF THE COUNTY RECORDER; THENCE, ALONG THE

SOUTHERLY LINE OF SAID LOT 2, NORTH 89 58’ 10” EAST, 1233.68 FEET TO

THE NORTHEASTERLY LINE OF THAT CERTAIN 10.953 ACRE PARCEL OF LAND

DESCRIBED AS PARCEL 1 IN A DEED FROM SANTA FE LAND IMPROVEMENT

COMPANY TO THE STATE OF CALIFORNIA, RECORDED JULY 5, 1956, IN BOOK 51650, PAGE 291, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID

NORTHEASTERLY LINE OF PARCEL 1, NORTH 49 16’ 58” WEST, 777.51 FEET TO

THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS

OF 1871.00 FEET; THENCE, CONTINUING ALONG SAID NORTHEASTERLY LINE OF PARCEL 1, NORTHWESTERLY, 651.75 FEET ALONG SAID CURVE, THROUGH

A CENTRAL ANGLE OF 19 57’ 31” TO THE SOUTHERLY LINE OF THAT CERTAIN

1.18 ACRE PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED FROM

SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, RECORDED NOVEMBER 9, 1961, IN BOOK D-

1414, PAGE 628, OFFICIAL RECORDS OF SAID COUNTY, AND THE TRUE POINT

OF BEGINNING, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 60 40’

33” WEST; THENCE, CONTINUING ALONG THE NORTHEASTERLY LINE OF SAID PARCEL 1, NORTHWESTERLY, 34.78 FEET ALONG SAID CURVE, THROUGH A

CENTRAL ANGLE OF 01 03’ 54” TO A POINT ON A CURVE CONCAVE

SOUTHERLY, HAVING A RADIUS OF 412.85 FEET, A RADIAL LINE THROUGH

SAID POINT BEARS NORTH 00 22’ 01” EAST, SAID POINT BEING ON THE NORTHERLY LINE OF SAID PARCEL 1; THENCE ALONG SAID NORTHERLY LINE

OF PARCEL 1, THE FOLLOWING TWO COURSES: (1) EASTERLY 101.18 FEET

ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 14 02’ 32”; AND (2)

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SOUTH 75 35’ 27” EAST, 67.08 FEET; THENCE CONTINUING, THE FOLLOWING

TWO COURSES: (1) SOUTH 75 35’ 27” EAST, 27.70 FEET; AND (2) SOUTH 53 55’

53” EAST, 57.28 FEET TO THE INTERSECTION OF THE SOUTHERLY LINE OF SAID PARCEL 1 WITH THE NORTHERLY LINE OF THAT CERTAIN 1.3277 ACRE

PARCEL OF LAND DESCRIBED AS PARCEL II IN SAID DEED RECORDED IN

BOOK D1414, PAGE 628, OFFICIAL RECORDS; THENCE, ALONG SAID

NORTHERLY LINE OF PARCEL II, THE FOLLOWING THREE COURSES: (1) SOUTH

53 55’ 53” EAST, 48.33 FEET TO THE BEGINNING OF A CURVE CONCAVE

NORTHERLY, HAVING A RADIUS OF 344.27 FEE; (2) EASTERLY 216.91 FEET


NORTH 89 58’ 10” EAST, 1478.51 FEET TO A POINT DISTANT 417.74 FEET

WESTERLY FROM THE MOST EASTERLY NORTHEAST CORNER OF SAID PARCEL II, SAID CORNER BEING ON THE WESTERLY LINE OF INGLEWOOD

AVENUE (80 FEET WIDE) AS DESCRIBED IN THE ROAD DEED TO THE COUNTY

OF LOS ANGELES, RECORDED AS DOCUMENT NO. 3177 OF MAY 27, 1958 IN BOOK D-111, PAGE 889 OF SAID OFFICIAL RECORDS; THENCE PARALLEL WITH

THE SAID WESTERLY LINE OF INGLEWOOD AVENUE, SOUTH 00 00’ 30” EAST,

25.00 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID PARCEL II, ALSO

BEING THE NORTHERLY LINE OF THAT CERTAIN 33.882 ACRE PARCEL DESCRIBED IN THE DEED TO THE CENTINELA VALLEY UNION HIGH SCHOOL

DISTRICT RECORDED JULY 2, 1956, IN BOOK 51614 PAGE 331, OF OFFICIAL

RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF

PARCEL II, THE FOLLOWING FIVE COURSES: (1) SOUTH 89 58’ 10” WEST,

1607.32 FEET; (2) NORTH 53 55’ 53” WEST, 131.80 FEET TO THE BEGINNING OF A

CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 344.27 FEET; (3)

NORTHWESTERLY, 72.97 FEET ALONG SAID CURVE, THROUGH A CENTRAL

ANGLE OF 12 08’ 37”; (4) NORTH 66 04’ 30” WEST, 31.83 FEET TO THE

BEGINNING OF A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 382.85 FEET; AND (5) WESTERLY, 140.46 FEET ALONG SAID CURVE, THROUGH A

CENTRAL ANGLE OF 21 01’ 15” TO THE TRUE POINT OF BEGINNING.

ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING NOT LESS THAN 100 FEET BELOW THE

SURFACE OF SAID LAND, PROVIDED THAT GRANTOR, ITS SUCCESSORS AND

ASSIGNS, SHALL NOT HAVE THE RIGHT TO GO UPON THE SURFACE OF SAID LAND FOR THE PURPOSE OF EXTRACTING SAID OIL, GAS OR OTHER

HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY PURPOSE IN

CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT AND

REMOVE SAID OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES ANY MEANS OF SLANT-DRILLED WELLS LOCATED ON

ADJACENT OR NEARBY LAND, OR BY ANY OTHER MEANS WHICH SHALL NOT

REQUIRE ENTRY UPON THE SURFACE OF SAID LAND, AS RESERVED BY SANTA FE LAND IMPROVEMENT COMPANY, A CALIFORNIA CORPORATION IN

DEED RECORDED NOVEMBER 9, 1961 AS INSTRUMENT NO. 424, OF OFFICIAL

RECORDS.

ALSO EXCEPT, ALL OF THE COAL, OIL, GAS, CASING-HEAD GAS AND ALL

ORES AND MINERALS OF EVERY KIND AND NATURE, INCLUDING SAND AND

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GRAVEL UNDERLYING THE SURFACE OF THE PROPERTY, TOGETHER WITH

THE FULL RIGHT, PRIVILEGE AND LICENSE AT ANY AND ALL TIMES TO EXPLORE, OR DRILL FOR AND TO PROTECT, CONSERVE, MINE, TAKE, REMOVE

AND MARKET ANY AND ALL SUCH PRODUCTS IN ANY MANNER WHICH WILL

NOT DAMAGE STRUCTURES ON THE SURFACE OF THE PROPERTY, PROVIDED,

HOWEVER, THAT GRANTOR EXPRESSLY WAIVES ANY RIGHT TO USE THE SURFACE OR THE FIRST FIVE HUNDRED (500) FEET OF THE SUBSURFACE OF

THE PROPERTY TO EXPLORE, DRILL, OR MINE FOR THE MINERALS HEREIN

RESERVED, AS RESERVED BY THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, A DELAWARE CORPORATION, FORMERLY THE

ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, IN THE DEED

RECORDED SEPTEMBER 7, 2000 AS INSTRUMENT NO. 00-1403768, OF OFFICIAL

RECORDS.

THE ABOVE DESCRIBED PARCEL OF LAND IS “PARCEL 2” AS SHOWN ON

CERTIFICATE OF COMPLIANCE RECORDED MAY 18, 2001 AS INSTRUMENT NO. 01-858917, OF OFFICIAL RECORDS.

[Legal description from report dated June 22, 2011 by Chicago Title Company, Policy No.:

106746471-X59.]

Attachment 5 NOTICE OF EXEMPTION Bill Board

Agreement 2017BA02

NOTICE OF EXEMPTION

TO: County Clerk/Registrar-Recorder County of Los Angeles Environmental Filings 12400 East Imperial Highway, Room 2001 Norwalk, CA 90650

FROM: Planning Department City of Hawthorne 4455 West 126th St. Hawthorne, CA 90250

Project Title and Location (including county): Billboard Agreement 2017BA02 14901 Inglewood Avenue City of Hawthorne, County of Los Angeles

Project Description: Request to enter into a billboard agreement to construct and operate a digital billboard.

Name of Public Agency Approving Project: City of Hawthorne Planning Department

Name of Person/Agency Carrying Out Project: Outfront Media

Exempt Status: (Check one)

Ministerial (Sec. 21080(b)(1); 15268);

Declared Emergency (Sec. 21080(b)(3); 15269(a));

Emergency Project (Sec. 21080(b)(4); 15269(b)(c));

Emergency Project (Sec. 21080(b)(4); 15269(b)(c));

Categorical Exemption: Section: 15332 Class: 32

Statutory Exemption: Section: Class:

Reasons why project is exempt: Staff reviewed the proposed project in accordance with the California Environmental Quality Act (CEQA) guidelines. As shown in Attachment 5, Billboard Agreement 2017BA02 is consistent with CEQA Section 15332. The proposed project is exempt from the requirements of preparing an Environmental Impact Report (EIR) or Negative Declaration because the project meets the criteria for a Class 32 Categorical Exemption pursuant to In-Fill Development Projects of CEQA. This provision exempts projects that are consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. In addition, the proposed billboard project is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone (Billboard Overlay) and adopted by the City Council on September 13, 2016, through Ordinance 2122, in that the proposed project meets design guidelines and restrictions created by the Freeway Overlay Zone.

Lead Agency Contact Person and Phone Number: Christopher Palmer, AICP 310-349-2973

Prepared and filed by the Hawthorne Planning Department by:

Chris Palmer, Senior Planner October 24, 2017

Signature Printed Name and Title Date

ATTACHMENT 6

1

CITY COUNCIL RESOLUTION NO. 7943

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HAWTHORNE, CALIFORNIA, APPROVING A CATEGORICAL EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT AND APPROVING A BILLBOARD AGREEMENT APPLICATION 2017BA02 BETWEEN THE CITY OF HAWTHORNE AND CENTINELA VALLEY UNION SCHOOL DISTRICT TO CONTRUCT AND OPERATE A NEW DOUBLE-FACED DIGITAL OUTDOOR ADVERTISING SIGN ("BILLBOARD") LOCATED AT 14901 INGLEWOOD AVENUE AND MAKING FINDINGS IN SUPPORT THEREOF

WHEREAS, Terra Realty Advisors, Inc. (“Applicant”) filed an application on behalf of the

Centinela Valley Union School District, for Billboard Agreement 2017BA02 (“Billboard Agreement”), for the construction and operation of a double-faced digital billboard at 14901 Inglewood Avenue (“Project”); and

WHEREAS, Staff reviewed the proposed Project in accordance with the California Environmental Quality Act (“CEQA”) guidelines. Billboard Agreement 2017BA02 is consistent with CEQA Section 15332. The proposed project is exempt from the requirements of preparing an Environmental Impact Report (“EIR”) or Negative Declaration because the project meets the criteria for a Class 32 Categorical Exemption pursuant to In-Fill Development Projects of CEQA. This provision exempts projects that are consistent with the applicable general plan designation and all applicable general plan policies as well as with applicable zoning designation and regulations. In addition, the proposed billboard project is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone (“Billboard Overlay”) and adopted by the City Council on September 13, 2016, through Ordinance 2122, in that the proposed project meets design guidelines and restrictions created by the Freeway Overlay Zone.; and

WHEREAS, the proposed Billboard Agreement will not be detrimental to the public's health, safety and general welfare, nor will it adversely affect the orderly development or property values for the subject property or areas surrounding it; and

WHEREAS, the Billboard Agreement includes conditions, terms, restrictions and requirements

for development and operation of the billboard; and WHEREAS, the Billboard Agreement provides for a public convenience through significant

monetary benefits that will contribute to programs and services designed to provide for the health, safety and welfare of the public; and

WHEREAS, the Billboard Agreement provides for a site that is located within an area suitable for the proposed use, and is in conformance the General Plan and the Freeway Overlay zoning district; and

2

WHEREAS, on October 4, 2017, the Planning Commission held a public hearing in which

Billboard Agreement application 2017BA02 was heard; and

WHEREAS, evidence was heard and presented from all persons in favor of the application, from all persons opposed to the application and from members of the City staff and having heard and received all of said evidence and pursuant to Hawthorne Municipal Code Section 17.88, Freeway Overlay, the Planning Commission recommended approval of Billboard Agreement 2017BA02 to the City Council; and

WHEREAS, on October 24, 2017, the City Council held a public hearing in which Billboard Agreement application 2017BA02 was heard; and

WHEREAS, evidence was heard and presented from all persons in favor of the application, from all persons opposed to the application and from members of the City staff and having heard and received all of said evidence and pursuant to Hawthorne Municipal Code Section 17.88, Freeway Overlay, the City Council approved Billboard Agreement 2017BA02 and adopted the categorical exemption under CEQA.

THE CITY CUNCIL OF THE CITY OF HAWTHORNE DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS:

SECTION 1. All of the facts set forth in the Recitals are true and correct, and are incorporated

herein by reference.

SECTION 2. All necessary public meetings and opportunities for public testimony and comment have been conducted in compliance with State law and the Hawthorne Municipal Code (HMC).

SECTION 3. Based upon independent review and consideration of the information contained in the Staff Report and the Notice of Exemption for the Project, the City Council hereby finds and determines that the Project is categorically exempt as a Class 32 Project (In-Fill Development) pursuant to CEQA Guidelines Section 15332 and is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone.

SECTION 4. The City Council has reviewed and considered the information contained in the Agenda Bill and makes the following findings per Section 17.88.040(B):

1. The proposed agreement is consistent with the goals, objectives, purposes and provisions of the general plan, the Development Code and any applicable specific plans because the agreement outlines operational, maintenance and public benefit requirements identified in the Municipal Code.

2. The proposed installation site is compatible with the uses and structures on the site and in the surrounding area because the location is not in the vicinity of residential uses and it is over 500 feet away from any other billboard on the same side of the Freeway.

3

3. The proposed billboard would not create a traffic or safety problem, including problems associated with on-site access circulation or visibility because the proposed billboard is located in an area not utilized by cars or the general public and would comply with criteria for brightness, restrictions on image duration, and prohibition on flashing or animated messages.

4. The proposed billboard would not interfere with on-site parking or landscaping required by city ordinance or permit because the billboard does not reduce the required parking stalls and does not create blind spots within the parking area.

5. The proposed billboard would not otherwise result in a threat to the general health, safety and welfare of city residents because it is programmable and does not create glare or flashing lights and is in compliance with both City and Caltrans operational standards provided in the attached agreement.

SECTION 5. The City Council hereby approves the Billboard Agreement (attached and incorporated herein as Exhibit A), in substantially the same form as presented, with any minor, non-substantive changes to be made by the City Attorney and authorizes the City Manager to sign the Billboard Agreement.

SECTION 6. The documents and other materials that constitute the record of the proceedings upon which the City Council’s recommendations are based, which include, but are not limited to, the staff reports for the Project and all of the materials that support the staff reports for the Project, are located in the office of the City Clerk of the City of Hawthorne, at 4455 West 126th Street, Hawthorne, California 90250. The custodian of these documents is the City Clerk of the City of Hawthorne.

SECTION 7. The City Clerk shall certify to the adoption of this Resolution and shall forward a copy to the City Manager and City Attorney.

PASSED, APPROVED, and ADOPTED this 24th day of October, 2017.

ALEX VARGAS,

MAYOR City of Hawthorne, California ATTEST: NORB HUBER, CITY CLERK City of Hawthorne, California

APPROVED AS TO FORM: ________________________________ RUSSELL I. MIYAHIRA,

CITY ATTORNEY City of Hawthorne, California

4

EXHIBIT A DRAFT BILLBOARD AGREEMENT

EXHIBIT A

Recording requested by, and

WHEN RECORDED MAIL TO:

Attn: City Clerk

City of Hawthorne

City Hall


Hawthorne, CA 90250

FREE RECORDING pursuant to

Government Code sections 6103 and 27383.

APN 4149-001-901 SPACE ABOVE THIS LINE FOR RECORDER’S USE

BILLBOARD AGREEMENT

BETWEEN

CITY OF HAWTHORNE

AND

CENTINELA VALLEY UNION HIGH SCHOOL DISTRICT

IN ACCORDANCE WITH CHAPTER 17.88 OF THE CITY ZONING ORDINANCE

THIS AGREEMENT (“Agreement”) is entered into by and between the CITY OF

HAWTHORNE, a municipal corporation (“City”), and CENTINELA VALLEY UNION

HIGH SCHOOL DISTRICT, a public school district of the State of California (“Owner”),

and shall commence on the Effective Date defined herein.

RECITALS

A. In its proprietary capacity, Owner owns that certain real property in the City of

Hawthorne described in the attached Exhibit A (the “Centinela Property”).

The Centinela Property includes portions of a former railroad right-of-way and

abuts the easterly line of the San Diego Freeway (I-405).

B. The property commonly known as Oceangate Commerce Center adjoins

portions of the Centinela Property on its north and south sides.

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C. Within Oceangate Commerce Center, those parcels of real property described as

Lots 6 and 8 of Tract No. 50065 in the City of Hawthorne, as per map recorded

in Book 1174 Pages 50 through 53 of Maps, in the Office of the County

Recorder of Los Angeles County, California, are owned by HD Development of

Maryland, Inc., a Maryland corporation (“Home Depot”). Home Depot is not a

party to this Agreement. (Said Lot 8 shall hereinafter be referred to as “Lot 8.”)

D. An existing pole sign is located on Lot 8 pursuant to a non-exclusive easement

to install, operate, maintain, repair, alter, replace and remove “Pylon Sign #1”

per document recorded June 28, 1991 as Instrument No. 91-991735, of Official

Records, and subsequent amendments thereto.

E. California Business and Professions Code section 5412 defines “Relocation” as

the “removal of [an advertising] display and construction of a new display to

substitute for the display removed.”

F. Owner intends to convey to Home Depot [and Arba Group Inc.] a segment of

the Centinela Property while retaining that certain westerly portion described in

the attached Exhibit B (the “Centinela Sign Site”), located adjacent to the

freeway right-of-way and shown on the map attached as Exhibit C.

G. The Centinela Sign Site is zoned C-1 Freeway Commercial/Mixed Use and is

within the Freeway Overlay Zone described below. The Centinela Sign Site is

designated “Regional Commercial” by the Land Use Element of the City’s

General Plan and its Land Use Policy Map. This designation allows commercial

uses with primary orientation to freeway accessibility.

H. On or about September 13, 2016, the City Council adopted Ordinance No. 2122,

amending the Zoning Ordinance to, inter alia, create the Freeway Overlay

Zone, add Chapter 17.88, and establish regulations and provide for review and

approval of off-premises signs.

I. Section 17.88.030 of the Zoning Ordinance provides that an existing billboard

may be demolished and rebuilt within the Freeway Overlay Zone after an

agreement with the City has been negotiated and executed.

J. On or about _______________________, 2017, Owner filed an application for

this Agreement in accordance with Section 17.88.040 of the Zoning Ordinance

to govern the construction and use of a new freestanding electronic billboard,

as defined in Chapter 17.04 of the Zoning Ordinance, to be located on the


K. The City conducted an environmental review under the California

Environmental Quality Act (CEQA) of a project that includes this Agreement

and a separate agreement with a different party involving an existing sign

located westerly of the I-405 Freeway. The City Council finds the project

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exempt from CEQA pursuant to CEQA Guidelines section 15302 (replacement

or reconstruction of existing structures and facilities) and section 15303

(construction of limited numbers of new, small facilities or structures).

L. On October 4, 2017, the Planning Commission held a duly noticed public

hearing on this Agreement and issued its recommendation report to the City

Council in accordance with Section 17.88.040-B of the Zoning Ordinance.

M. On October 24, 2017, the City Council held a duly noticed public hearing on this

Agreement and authorized execution of this Agreement.

N. The City finds that the terms and conditions of this Agreement are fair, just and

reasonable.

O. This Agreement will provide a degree of certainty to Owner that it can build its

proposed sign and continue its operation by binding future City Councils to

specified conditions and regulations.

P. The City finds that this Agreement is in the public interest and is consistent with

the Goals and Policies set forth in Section IV of the Land Use Element of the

City’s General Plan, including the following:

“San Diego Freeway (I-405) Corridor[ ] shall be planned for regionally-oriented

commercial uses where appropriate.” (Policy 1.1 of Goal 1.)

“The City shall continue to explore and adopt ways to use its assets to promote

commercial activity within the City.” (Policy 1.5 of Goal 1.)

“Every effort shall be made to ensure that both existing and future development

will be and will remain compatible with surrounding desirable uses.” (Goal 2.)

Q. The following Exhibits are made part of this Agreement:

Exhibit A Centinela Property legal description

Exhibit B Centinela Sign Site legal description

Exhibit C Site Plan

Exhibit D Drawing of proposed new digital LED

(light-emitting diode) freestanding sign

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NOW THEREFORE, in consideration of the above recitals, the mutual covenants

and conditions herein contained, and other good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the parties agree as follows:

1. Conditions Precedent.

Despite the Effective Date, as defined below, the benefits and obligations under

this Agreement are contingent on successful completion of the following events:

A. Caltrans. Owner or its agent or tenant obtaining all required permits and

approvals from California Department of Transportation (“Caltrans”),

including, without limitation a sign relocation agreement.

B. Home Depot Conveyance. Owner conveying to Home Depot either an

easement or fee title to a portion of the Centinela Property, while retaining

ownership of the Centinela Sign Site. Upon completion of this conveyance, if

necessary, City shall issue Certificates of Compliance for: (i) the portion

conveyed to Home Depot; and (ii) the Centinela Sign Site in accordance with

the Title 16 of the Hawthorne Municipal Code and the State Subdivision Map

Act. (Gov. Code § 66428(a)(2).)

C. Access and Utility Easements. Owner acquiring easements or licenses over

the Oceangate Commerce Center property necessary to access the Centinela

Sign Site and to place utilities.

D. Outfront Media Lease. Owner entering into a Lease Revenue Sharing

Agreement with Outfront Media LLC to provide for the construction and

operation of the Permitted Sign, as defined below.

E. State Approval. Owner obtaining all required approvals from Division of the

State Architect.

2. Effective Date and Term.

A. Effective Date. “Effective Date” is the later of: (i) the date this Agreement

is signed by City; or (ii) 30 days after the City Council approves this Agreement and

authorizes its execution, except in the following situations:

(1) If the approval is made the subject of a referendum, the Effective Date

shall be the date when the referendum proceedings have been concluded by

any process which results in the approval ordinance becoming effective.

(2) If a lawsuit challenging the validity of this Agreement is filed, and such

litigation enjoins Owner’s exercise of its rights under this Agreement, the

Effective Date shall be the date such litigation is concluded in a manner that

allows the parties to proceed under this Agreement.

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B. Term. This Agreement shall commence on the Effective Date and shall

continue in full force and effect—unless otherwise terminated, modified, or extended

pursuant to this Agreement—until its termination twenty years after the date of the final

inspection approval for the Permitted Sign, as defined below, which shall be documented

as follows: the date written by the City Building Official, or designee, on Item 58

(Building) of the Job Card on the back of the permit application, or an equivalent

authentication of such final inspection approval.

C. Option to extend. The City and Owner may agree to extend this Agreement

for two additional five-year terms, which agreement the City Manager is authorized to

execute on behalf of the City without further action or approval by the City Council.

3. Permitted Use of Sign as Public Benefit.

A. “Permitted Sign” means a new digital LED (light-emitting diode)

freestanding electronic billboard, as defined in Chapter 17.04 of the Zoning Ordinance,

located on the Centinela Sign Site that substantially conforms to the dimensions and

orientation shown on the drawing attached as Exhibit D.

B. Ministerial permits. This Agreement authorizes the Owner to seek all

ministerial permits needed to construct, operate, and implement the Permitted Sign as

required by the City, including, without limitation, building permits. The City will not

unreasonably withhold or unreasonably condition any such ministerial permit, provided

that Owner complies with all required fees and criteria generally required for processing

such ministerial permits.

C. Governing Rules. Except as otherwise provided herein, the rules,

regulations and official policies governing the permitted use shall be limited to this

Agreement. The Permitted Sign shall not be subject to abatement or termination except as

provided by this Agreement.

D. Replacement; damage. Owner shall have the right to construct, use,

maintain, repair, and replace the Permitted Sign in accordance with, and to the extent of,

this Agreement. If for any reason the Permitted Sign is damaged or destroyed, then Owner,

at its sole election, may: (i) terminate this Agreement; or (ii) suspend the requirement to

pay any fee to City under Section 4 of this Agreement until such time as the Permitted Sign

is fully operable.

E. Emergency Notifications. Owner shall provide display time on the Sign

upon request and without charge for emergency messages from the Emergency Alert

System, the National Weather Service, Caltrans, and other government agencies.

“Emergency message” in this provision means a message about an imminent threat to

public health or safety, as reasonably determined by the City.

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F. City-Sponsored Events.

i. In addition to the foregoing Emergency Notifications in Paragraph (3)(E),

during the term of this Agreement, Owner shall provide, free of charge on a space

available basis, advertising space on the Permitted Sign for purposes of posting

announcements of official City of Hawthorne events, programs, services and

activities (“City Copy”). “Official City of Hawthorne events, programs, services

and activities” are defined as follows: (i) events, programs, services and activities

funded by the City; and (ii) events, programs, services, and activities co-sponsored

by the City and a non-profit organization based in the City, so long as the event,

program, service, or activity takes place within the City and is open and free to the

public (“co-sponsored” shall mean that the event, program, service or activity be

approved as an official City event, program, service or activity by a majority of the

City Council at a duly noticed open and public City Council meeting as an

action/discussion item or is listed as an event, program, service or activity eligible

for a contribution under the elected official’s budget allocations). Messages for

Owner’s school district events shall have priority use of available space.

ii. City shall submit all proposed City Copy to Owner not less than five

(5) business days prior to the date City proposes the City Copy to be displayed. If

advertising space is not available on the date proposed by City, Owner shall inform

City of the dates and times where advertising space is available for the City Copy.

For all City Copy displayed on the Permitted Sign, City shall execute Owner’s

standard form advertising space contract. All City Copy shall be subject to Owner’s

standard advertising copy rejection and removal policies, which allow Owner, in

good faith, to approve or disapprove copy and remove copy once posted or

displayed. City represents and warrants that all copy, content and materials

supplied by City to Owner for display under this Agreement: (i) are owned or duly

licensed by City and do not infringe or misappropriate the rights of any other person

or entity; (ii) comply with all applicable federal, state, and local laws, rules and

regulations and any industry codes or rules by which City and/or Owner may be

bound and do not contain any obscene, libelous, slanderous or otherwise

defamatory materials or refer in an offensive manner to the gender, race or ethnicity

of any individual or group; (iii) are accurate and that all claims contained therein

have been substantiated; and (iv) do not infringe upon any copyright, trademark or

other intellectual property or privacy right of any third party. City shall pay for all

digital production costs associated with the City Copy. In no event shall City be

permitted to give, sell, trade, barter or exchange advertising space permitted under

this subparagraph (F) to any third party. This advertising space offered in this

subparagraph shall not be construed to be an agreement for the benefit of any third

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party or parties and no third party or parties shall have any claim or right of action

under this Agreement for any cause whatsoever.

4. Income Sharing Fee As Public Benefit.

A. On each annual anniversary of the date of the final inspection

approval for the Permitted Sign described in Subpart B of Section 2 herein (the

“Annual Date”), Owner shall calculate that amount (the “Percentage Fee”) equal to

30 percent of the income received by Owner generated from the Permitted Sign for

the previous twelve months. Within 90 days after the Annual Date, Owner shall pay

to City the Percentage Fee, unless the Percentage Fee is less than the “Minimum

Fee” defined as follows, in which case Owner shall pay to City the Minimum Fee.

The Minimum Fee shall be $18,000 during the time the Permitted Sign consists of

one sign face, and the Minimum Fee shall be $36,000 during the time the Permitted

Sign consists of two sign faces.

B. Together with the payment described in Subpart A of this Section, Owner

shall furnish to City a statement that supports the determination of the income described in

Subpart A. Owner shall maintain and make available for City’s review those contracts,

leases, invoices, and other records that are relevant to said determination.

5. Additional Operating Conditions.

Comply with the requirements of Section 17.88.030 of the Hawthorne Municipal Code.

6. Reservations of Power.

A. Limitations, Reservations and Exceptions. Notwithstanding any other

provision of this Agreement, the following subsequent land use regulations shall continue

to apply to the Centinela Sign Site:

i. Normal planning and building permit fees imposed by the City to cover

the costs of processing applications for any subsequent approvals or

permits.

ii. Regulations governing building codes and similar construction

standards and specifications.

iii. Regulations that are necessary to protect the public health and safety

which: (a) are based on genuine health, safety and general welfare

concerns (other than general growth management issues); or (b) arise

out of a documented emergency situation, as declared by the President

of the United States, Governor of California, or the Mayor or City

Council of the City; and (c) based upon its terms or its effect as applied,

does not apply exclusively or primarily to the Centinela Sign Site. To

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the extent possible, any such regulations shall be applied and construed

so as to provide Owner with the rights and assurances provided under

this Agreement.

iv. Regulations that are in conflict with this Agreement, provided Owner

consents to the application of such regulations to the Centinela Sign Site.

B. Police Power. This Agreement shall be construed to reserve to City all of its

police power and authority which cannot be lawfully restricted by contract.

C. Taxes, Assessments and Fees. Nothing in this Agreement shall restrict the

power of the City to impose any new non-discriminatory, City-wide taxes, assessments and

fees, including but not limited to business license taxes or franchise fees. Owner and its

tenant are responsible for the payment of all applicable taxes levied on or related to the

Centinela Sign Site and the Permitted Sign.

7. Assignment.

A. Right to Assign. Owner shall have the right to sell, transfer or assign the

Centinela Sign Site in whole or in part to any person, partnership, joint venture, firm or

corporation at any time during the Term without consent of the City; provided, however,

that any such sale, transfer or assignment shall include the assignment and assumption of

the rights, duties and obligations arising under or from this Agreement with respect to the

property transferred and provided that:

i. No Event of Default by Owner under this Agreement, beyond any

applicable notice and cure period, is then in effect, and

ii. Concurrently with the closing of such approved sale, transfer or

assignment, Owner shall provide the City with an executed agreement

by the purchaser, transferee or assignee and providing therein that the

purchaser, transferee or assignee expressly and unconditionally

assumes the duties and obligations of Owner under this Agreement to

the extent of such transfer or assignment.

B. Any sale, transfer or assignment not made in strict compliance with the

foregoing conditions shall constitute a default by Owner under this Agreement and any

such assignment shall be void. Notwithstanding the failure of any purchaser, transferee or

assignee to execute the agreement required by this Section, the burdens of this Agreement

shall be binding upon such purchaser, transferee or assignee, but the benefits of this

Agreement shall not inure to such purchaser, transferee or assignee until such assumption

agreement is executed. Owner shall provide information as the City may reasonably

request with respect to such transactions.

C. Applicability. The provisions of this Section shall not be applicable to: (i) a

transfer or assignment pursuant to a mortgage or deed of trust; or (ii) a transfer made in

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connection with the enforcement of the security interest of a mortgage or deed of trust or

by deed in lieu thereof. This Section shall be applicable to any subsequent transfer by a

Mortgagee after it has successfully enforced its security interest.

8. Insurance.

A. Owner shall obtain and maintain at its expense, or arrange to be provided by

its tenant to the satisfaction of the City Attorney, until completion of performance and

acceptance by City, the following insurance placed with an insurer admitted to write

insurance in California or a nonadmitted insurer on California’s List of Eligible Surplus

Lines Insurers (LESLI) and having a rating of or equivalent to A:VIII by A.M. Best

Company.

i. Commercial General Liability. Commercial General Liability in an amount

not less than $1,000,000 per occurrence and $2,000,000 general aggregate. Such

insurance shall include products and completed operations liability, independent

contractor’s liability, broad from contractual liability, and cross liability protection

ii. Worker’s Compensation and Employer’s Liability. Worker’s Compensation

as required by the California Labor Code and Employer’s Liability in an amount

not less than $1,000,000 per accident.

B. Required Insurance Documentation

i. Certificate of Insurance. Owner must provide City with a Certificate of

Insurance evidencing the required insurance set forth above. The Certificate Holder

must be the “City of Hawthorne”, and the Certificate Holder’s address must be the

City’s address set forth in Paragraph 12.

ii. Cancellation notice endorsements. Each policy must be endorsed to provide

that in the event coverage is cancelled for any statutorily permitted reason, other than

nonpayment of premium, the insurer will provided advanced written notice to be

mailed or delivered to the City thirty (30) days prior notice of cancellation.

9. Indemnify, Hold Harmless, and Defend.

A. Owner shall defend, indemnify and hold, City, its officials, officers, and

agents free and harmless from any and all claims, liabilities, losses, costs, expenses,

damages, injuries to property or persons, including wrongful death, in any manner arising

out of or incident to any negligent acts, omissions or willful misconduct of Owner, its

officers and employees, agents, consultants and contractor(s)s arising out of or in

connection with this Agreement or the removal, past removal, construction and installation

of the aforementioned Permitted Sign, including without limitation, the payment of all

consequential damages, attorney fees and other related costs and expenses. At a minimum,

this indemnification provision shall apply to the fullest extent of any warranty or guarantee

implied by law or fact, or otherwise given to Owner by Owner’s contractor(s) for the

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removal, past removal, construction and installation of the Billboard improvements. In

addition, this indemnity provision and any such warranties or guarantees shall not limit any

liability under law of such contractor(s). Without limiting the foregoing, this indemnity

shall extend to any claims arising because Owner has failed to properly secure any

necessary contracts or permit approvals.

B. City shall not be liable and Owner shall defend and indemnify City for any

injury or damage to persons or property resulting from any environmental or soil

contamination or hazardous material related to this Agreement or the Centinela Sign Site.

“Hazardous material” shall mean any material or substance that, whether by its nature or

use, is now or hereafter defined as hazardous waste, hazardous substance, pollutant or

contaminant under any applicable federal, state or local law or regulation.

C. Exceptions. The indemnification of this Section 9 shall not include claims

or liabilities arising from the negligence or willful misconduct of the City, its officers,

agents, or employees.

D. The provisions of this Section shall survive the termination of the

Agreement and are in addition to any other rights or remedies which Indemnitees may have

under the law.

10. Default, Remedies, and Termination.

A. Specific Performance; Waiver of Damages. The parties agree that specific

performance is the preferred remedy for the enforcement of this Agreement. City hereby

waives the right to obtain monetary damages from Owner based on a default of this

Agreement, except with respect to a failure by Owner to pay any fee, tax, or other amount

that Owner owes to City.

B. Legal Action. Subject to notice of default and other procedures and

limitations set forth herein, in addition to all other rights and remedies, any party to this

Agreement may institute legal action to cure, correct or remedy any default, to enforce any

covenant or obligation herein, to enjoin any threatened or attempted violation hereof, and

to obtain any remedy consistent with this Agreement. If a legal action or proceeding is

brought by any party to this Agreement because of a default, or to enforce a provision

hereof, the prevailing party shall be entitled to reimbursement of all costs and expenses,

including reasonable attorney fees, incurred in prosecuting such legal action or proceeding.

This provision is separate and severable and shall survive the termination or merger of this

Agreement into any judgment on this Agreement.

C. Termination of Agreement for Default of Owner. If the City finds and

determines, on the basis of substantial evidence, a material default by Owner, the City, in

its reasonable discretion may terminate this Agreement only after following the Revocation

provisions of Section 17.06.110 of the Zoning Ordinance, and Owner’s failure to cure such

default as follows: (i) City shall provide written notice to Owner of the default, setting

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forth the nature of the default and the actions required to cure such default; and (ii) where

the default can reasonably be cured within 30 days after such notice, the failure of the

Owner to cure such default within the 30-day period, or, if the default cannot reasonably be

cured within 30 days, the failure of the Owner to commence to cure the default within 30

days, and thereafter diligently proceed to cure such default.

D. Termination of Agreement for Default of City. In the case of a material

default by City, Owner in its reasonable discretion may terminate this Agreement after

City’s failure to cure such default as follows: (i) Owner shall provide written notice to City

of the default, setting forth the nature of the default and the actions required to cure such

default; and (ii) where the default can reasonably be cured within 30 days after such notice,

the failure of the City to cure such default within the 30-day period, or, if the default

cannot reasonably be cured within 30 days, the failure of the City to commence to cure the

default within 30 days, and thereafter diligently proceed to cure such default.

E. Rights Following Termination. Upon the termination of this Agreement, no

party shall have any further right or obligation hereunder and City shall treat Owner and

the Property pursuant to all ordinances, policies, and laws in effect at that time.

11. Sign Removal.

Prior to construction of the second face of the Permitted Sign, the existing pole sign

(advertising Home Depot, Ross, and Anna’s Linens stores) shall be demolished and

removed from Lot 8 in accordance with State Business and Professions Code section 5412.

12. Modification, Amendment.

A. Subject to any notice and hearing requirements imposed by law, this

Agreement may be modified, amended or extended by mutual written consent of the City

and Owner in accordance with the Zoning Ordinance.

B. Minor modifications, refinements, and clarifications with respect to the

Agreement may be appropriate, including changes in the technology used in signs. The

parties may accomplish such minor modifications, refinements, and clarifications through

operating memorandums approved by the City and Owner and attached to this Agreement

as addendums. The Planning Director is authorized to determine if a minor modification,

refinement, or clarification requires a public hearing and approval by the City Council. The

City Manager is authorized to approve on behalf of the City those changes hereunder that

the Planning Director has determined do not require a public hearing.

13. Notices.

City shall give to Owner notice and opportunity to be heard at all public meetings

concerning this Agreement. All notices under this Agreement shall be given in writing to

the following addresses or such other address as a party may designate by written notice.

Notice shall be delivered by personal delivery, a recognized overnight carrier that provides

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proof of delivery, or by U.S. certified mail, return receipt requested, and shall be

considered effective upon receipt (or upon refusal of delivery).

CITY: OWNER:

Attn: Planning Director

City of Hawthorne

City Hall


Hawthorne, CA 90250

Attn: Superintendent

Centinela Valley Union High School District

14901 S. Inglewood Avenue

Lawndale, CA 90260

14. Recordation of Agreement.

The City Clerk shall have this Agreement recorded with the County Recorder.

Recording costs shall be paid by Owner. Any amendment to this Agreement approved by

the parties, and any cancellation shall be similarly recorded. A failure to record this

Agreement in a timely fashion shall not affect its validity in any manner.

15. GENERAL PROVISIONS.

A. The Recitals herein constitute the factual basis upon which the parties have

entered into this Agreement and such Recitals, the preamble, and all defined

terms are incorporated into this Agreement.

B. Authority to Enter Into Agreement. All parties have the requisite power and

authority to execute, deliver, and perform this Agreement. All parties warrant

that the individuals who have signed this Agreement have the legal power,

right and authority to make this Agreement and bind each respective party.

C. Time of Essence. Time is of the essence in the performance of the provisions

of this Agreement.

D. No Third Party Beneficiaries. This Agreement is made and entered into for the

sole protection and benefit of the parties to this Agreement and their successors

and assigns. No other person shall have any right of action based upon any

provision of this Agreement.

E. Governing Law. This Agreement shall be construed in accordance with the

laws of the State of California.

F. Conflict of Law. In the event that state, regional or federal laws, regulations, or

policies or the action or inaction of any other affected governmental

jurisdiction prevents compliance with a provision of this Agreement or

requires changes in plans, maps or permits approved by the City: (i) the City

shall provide Owner with written notice of such regulation or policy and state

the conflict with the provision of this Agreement; and (ii) Owner and City staff

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shall, within 30 days, meet and confer in good faith in a reasonable attempt to

modify this Agreement, but only to the minimum extent needed to comply

with such federal, regional or state law or regulation.

G. Waiver. No waiver of any provision of this Agreement shall be effective unless

in writing and signed by a duly authorized representative of the party against

whom enforcement of a waiver is sought and referring expressly to this

Section. No waiver of any right or remedy in respect of any occurrence or

event shall be deemed a waiver of any right or remedy in respect of any other

occurrence or event.

H. Successors and Assigns. Except as expressly provided to the contrary in this

Agreement, the burdens and obligations of this Agreement shall be binding

upon, and the benefits of this Agreement shall inure to, all successors in

interest to the parties to this Agreement and all successors in interest to the

Centinela Sign Site or any portion thereof or any interest therein, and shall be

covenants running with the land.

I. Constructive Notice and Acceptance. Every person who now or hereafter owns

or acquires any right, title or interest in or to any portion of the Centinela Sign

Site is and shall be conclusively deemed to have consented and agreed to every

provision contained herein, whether or not any reference to this Agreement is

contained in the instrument by which such person acquired an interest in the


J. Mortgagee Protection; Subordination. The parties hereto agree that this

Agreement shall not prevent or limit the right of Owner to encumber the

Centinela Sign Site or any improvement thereon by any mortgage, deed of trust

or other security device (collectively “Mortgage”) securing, among other

things, financing of the purchase, development or operation of the Centinela

Sign Site (including, without limitation, any combination of purchase

financing, construction financing, bridge loans, take-out and permanent

financing), provided, however, that any Mortgage recorded after the date of

this Agreement shall be subordinate to this Agreement.

K. No Agency Relationship; Governmental Duties Remain. In this contractual

relationship between the City and Owner, Owner is not an agent of the City

and City is not an agent of Owner. Nothing contained in this Agreement shall

be deemed to waive or modify any duty of City, acting in its governmental

capacity and not as a party to this Agreement, under applicable laws.

L. Further Actions and Instruments. Each party to this Agreement shall cooperate

with and provide reasonable assistance to the other party to the extent

contemplated in the performance of all obligations under this Agreement and

the satisfaction of the conditions of the Agreement.

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M. Headings. All section headings and subheadings are inserted for convenience

only and shall not affect the construction or interpretation of this Agreement.

N. Severability. If any term or provision of this Agreement is found to be invalid

or unenforceable, the City and Owner both agree that they would have

executed this Agreement notwithstanding the invalidity of such term or

provision. The invalid term or provision may be severed from the Agreement

and the remainder of the Agreement may be enforced in its entirety.

O. Interpretation. The parties hereto acknowledge and agree that this Agreement

has been prepared jointly by the parties and has been the subject of arm’s

length negotiation, and that each party has independently reviewed this

Agreement with legal counsel. Accordingly, in the event of an ambiguity or

dispute regarding the interpretation of this Agreement, this Agreement shall

not be interpreted or construed against the drafting party.

P. Entire Agreement. This Agreement constitutes the entire understanding and

agreement of the parties.

Q. Counterparts. This Agreement may be executed in counterparts, which together

shall compose a single instrument.

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IN WITNESS WHEREOF, the parties have authorized their representatives to

execute this Agreement below.

CITY OF HAWTHORNE

By:

Arnold Shadbehr

Interim City Manager / Director of

Public Works / City Engineer

Date:

CENTINELA VALLEY UNION HIGH SCHOOL

DISTRICT

By:

Hugo M. Rojas II

Board President

Date:

ATTEST:

By:

City Clerk


OLIVAREZ MADRUGA LEMIEUX O’NEILL, LLP

General Counsel

By: _________________________________


By:

Russell Miyahira

City Attorney

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Exhibit A

[Centinela Property Legal Description]

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF

LOS ANGELES, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

BEING A PARCEL OF LAND SITUATED IN THE CITY OF HAWTHORNE, COUNTY

OF LOS ANGELES, STATE OF CALIFORNIA, BEING A PORTION OF LOTS 1 AND 2,

SECTION 20, TOWNSHIP 3 SOUTH, RANGE 14 WEST, RANCHO SAUSAL

REDONDO, AS SHOWN ON THE PARTITION MAP SHOWING PROPERTY

FORMERLY OF THE REDONDO LAND COMPANY AS SUBDIVIDED BY JAMES F.

TOWELL, C. A. EDWARDS AND P. P. WILCOX, COMMISSIONERS SURVEYED

AUGUST 1897 BY L. FRIEL AND FILED IN THE OFFICE OF THE COUNTY

RECORDER OF SAID COUNTY SEPTEMBER 3, 1897, AS MAP NO. 140, AND BEING

MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 2 AS SHOWN ON

PARCEL MAP NO. 2738 RECORDED IN BOOK 37, PAGES 99 AND 100 OF PARCEL

MAPS, IN SAID OFFICE OF THE COUNTY RECORDER; THENCE, ALONG THE

SOUTHERLY LINE OF SAID LOT 2, NORTH 89 58’ 10” EAST, 1233.68 FEET TO

THE NORTHEASTERLY LINE OF THAT CERTAIN 10.953 ACRE PARCEL OF LAND

DESCRIBED AS PARCEL 1 IN A DEED FROM SANTA FE LAND IMPROVEMENT

COMPANY TO THE STATE OF CALIFORNIA, RECORDED JULY 5, 1956, IN BOOK

51650, PAGE 291, OFFICIAL RECORDS OF SAID COUNTY; THENCE ALONG SAID

NORTHEASTERLY LINE OF PARCEL 1, NORTH 49 16’ 58” WEST, 777.51 FEET TO

THE BEGINNING OF A CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS

OF 1871.00 FEET; THENCE, CONTINUING ALONG SAID NORTHEASTERLY LINE

OF PARCEL 1, NORTHWESTERLY, 651.75 FEET ALONG SAID CURVE, THROUGH

A CENTRAL ANGLE OF 19 57’ 31” TO THE SOUTHERLY LINE OF THAT CERTAIN

1.18 ACRE PARCEL OF LAND DESCRIBED AS PARCEL 1 IN THE DEED FROM

SANTA FE LAND IMPROVEMENT COMPANY TO THE ATCHISON, TOPEKA AND

SANTA FE RAILWAY COMPANY, RECORDED NOVEMBER 9, 1961, IN BOOK D-

1414, PAGE 628, OFFICIAL RECORDS OF SAID COUNTY, AND THE TRUE POINT

OF BEGINNING, A RADIAL LINE THROUGH SAID POINT BEARS SOUTH 60 40’

33” WEST; THENCE, CONTINUING ALONG THE NORTHEASTERLY LINE OF SAID

PARCEL 1, NORTHWESTERLY, 34.78 FEET ALONG SAID CURVE, THROUGH A

CENTRAL ANGLE OF 01 03’ 54” TO A POINT ON A CURVE CONCAVE

SOUTHERLY, HAVING A RADIUS OF 412.85 FEET, A RADIAL LINE THROUGH

SAID POINT BEARS NORTH 00 22’ 01” EAST, SAID POINT BEING ON THE

NORTHERLY LINE OF SAID PARCEL 1; THENCE ALONG SAID NORTHERLY LINE

OF PARCEL 1, THE FOLLOWING TWO COURSES: (1) EASTERLY 101.18 FEET


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SOUTH 75 35’ 27” EAST, 67.08 FEET; THENCE CONTINUING, THE FOLLOWING

TWO COURSES: (1) SOUTH 75 35’ 27” EAST, 27.70 FEET; AND (2) SOUTH 53 55’

53” EAST, 57.28 FEET TO THE INTERSECTION OF THE SOUTHERLY LINE OF

SAID PARCEL 1 WITH THE NORTHERLY LINE OF THAT CERTAIN 1.3277 ACRE

PARCEL OF LAND DESCRIBED AS PARCEL II IN SAID DEED RECORDED IN

BOOK D1414, PAGE 628, OFFICIAL RECORDS; THENCE, ALONG SAID

NORTHERLY LINE OF PARCEL II, THE FOLLOWING THREE COURSES: (1) SOUTH

53 55’ 53” EAST, 48.33 FEET TO THE BEGINNING OF A CURVE CONCAVE

NORTHERLY, HAVING A RADIUS OF 344.27 FEE; (2) EASTERLY 216.91 FEET


NORTH 89 58’ 10” EAST, 1478.51 FEET TO A POINT DISTANT 417.74 FEET

WESTERLY FROM THE MOST EASTERLY NORTHEAST CORNER OF SAID

PARCEL II, SAID CORNER BEING ON THE WESTERLY LINE OF INGLEWOOD

AVENUE (80 FEET WIDE) AS DESCRIBED IN THE ROAD DEED TO THE COUNTY

OF LOS ANGELES, RECORDED AS DOCUMENT NO. 3177 OF MAY 27, 1958 IN

BOOK D-111, PAGE 889 OF SAID OFFICIAL RECORDS; THENCE PARALLEL WITH

THE SAID WESTERLY LINE OF INGLEWOOD AVENUE, SOUTH 00 00’ 30” EAST,

25.00 FEET TO A POINT ON THE SOUTHERLY LINE OF SAID PARCEL II, ALSO

BEING THE NORTHERLY LINE OF THAT CERTAIN 33.882 ACRE PARCEL

DESCRIBED IN THE DEED TO THE CENTINELA VALLEY UNION HIGH SCHOOL

DISTRICT RECORDED JULY 2, 1956, IN BOOK 51614 PAGE 331, OF OFFICIAL

RECORDS OF SAID COUNTY; THENCE ALONG SAID SOUTHERLY LINE OF

PARCEL II, THE FOLLOWING FIVE COURSES: (1) SOUTH 89 58’ 10” WEST,

1607.32 FEET; (2) NORTH 53 55’ 53” WEST, 131.80 FEET TO THE BEGINNING OF A

CURVE CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 344.27 FEET; (3)

NORTHWESTERLY, 72.97 FEET ALONG SAID CURVE, THROUGH A CENTRAL

ANGLE OF 12 08’ 37”; (4) NORTH 66 04’ 30” WEST, 31.83 FEET TO THE

BEGINNING OF A CURVE CONCAVE SOUTHERLY, HAVING A RADIUS OF 382.85

FEET; AND (5) WESTERLY, 140.46 FEET ALONG SAID CURVE, THROUGH A

CENTRAL ANGLE OF 21 01’ 15” TO THE TRUE POINT OF BEGINNING.

ALSO EXCEPT THEREFROM ALL OIL, GAS AND OTHER HYDROCARBON AND

MINERAL SUBSTANCES LYING NOT LESS THAN 100 FEET BELOW THE

SURFACE OF SAID LAND, PROVIDED THAT GRANTOR, ITS SUCCESSORS AND

ASSIGNS, SHALL NOT HAVE THE RIGHT TO GO UPON THE SURFACE OF SAID

LAND FOR THE PURPOSE OF EXTRACTING SAID OIL, GAS OR OTHER

HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY PURPOSE IN

CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT AND

REMOVE SAID OIL, GAS AND OTHER HYDROCARBON AND MINERAL

SUBSTANCES ANY MEANS OF SLANT-DRILLED WELLS LOCATED ON

ADJACENT OR NEARBY LAND, OR BY ANY OTHER MEANS WHICH SHALL NOT

REQUIRE ENTRY UPON THE SURFACE OF SAID LAND, AS RESERVED BY

SANTA FE LAND IMPROVEMENT COMPANY, A CALIFORNIA CORPORATION IN

DEED RECORDED NOVEMBER 9, 1961 AS INSTRUMENT NO. 424, OF OFFICIAL

RECORDS.

ALSO EXCEPT, ALL OF THE COAL, OIL, GAS, CASING-HEAD GAS AND ALL

ORES AND MINERALS OF EVERY KIND AND NATURE, INCLUDING SAND AND

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GRAVEL UNDERLYING THE SURFACE OF THE PROPERTY, TOGETHER WITH

THE FULL RIGHT, PRIVILEGE AND LICENSE AT ANY AND ALL TIMES TO

EXPLORE, OR DRILL FOR AND TO PROTECT, CONSERVE, MINE, TAKE, REMOVE

AND MARKET ANY AND ALL SUCH PRODUCTS IN ANY MANNER WHICH WILL

NOT DAMAGE STRUCTURES ON THE SURFACE OF THE PROPERTY, PROVIDED,

HOWEVER, THAT GRANTOR EXPRESSLY WAIVES ANY RIGHT TO USE THE

SURFACE OR THE FIRST FIVE HUNDRED (500) FEET OF THE SUBSURFACE OF

THE PROPERTY TO EXPLORE, DRILL, OR MINE FOR THE MINERALS HEREIN

RESERVED, AS RESERVED BY THE BURLINGTON NORTHERN AND SANTA FE

RAILWAY COMPANY, A DELAWARE CORPORATION, FORMERLY THE

ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY, IN THE DEED

RECORDED SEPTEMBER 7, 2000 AS INSTRUMENT NO. 00-1403768, OF OFFICIAL

RECORDS.

THE ABOVE DESCRIBED PARCEL OF LAND IS “PARCEL 2” AS SHOWN ON

CERTIFICATE OF COMPLIANCE RECORDED MAY 18, 2001 AS INSTRUMENT NO.

01-858917, OF OFFICIAL RECORDS.

[Legal description from report dated June 22, 2011 by Chicago Title Company, Policy No.:

106746471-X59.]

agenda item no. 18 city of hawthorne

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