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C14-01 - Billboard Relocation Agreement and Lease of City PropertyBILLBOARD RELOCATION AGREEMENT THIS BILLBOARD RELOCATION AGREEMENT ("Agreement") is entered into as of this 21 stday of January , 2014 (the "Effective Date"), by and between the CITY OF BEAUMONT, a public body, corporate and politic ("City"), and LAMAR CENTRAL OUTDOOR, a Delaware limited liability company ("Company"). Hereafter City and Company are sometimes referred to as "Party" or collectively as "Parties". RECITALS WHEREAS, Company has interests in certain property within the City, as described in Exhibit "A" upon which are located numerous billboard advertising structures Company operates ("Existing Billboard(s)"); WHEREAS, Company desires to reconstruct three (3) of its Existing Billboards with new billboards ("Reconstructed Billboards"), upon billboard sites selected by Company described in Exhibit "B"; WHEREAS, Company and City desire to cooperate to allow Company to relocate certain of Company's Existing Billboards to new locations on property owned or controlled by City, ("City Property Billboards") which sites are described in Exhibit "C" (Hereafter Reconstructed Billboards and City Property Billboards are collectively referred to as "New Billboards"); WHEREAS, Company desires to receive assurances from City that certain Existing Billboards that were originally permitted through issuance of limited duration Conditional Use Permits may legally remain in existence beyond the term of the CUP, subject to the terms and conditions of this Agreement ("CUP Billboards"). The CUP Billboard sites are described in Exhibit "D"; WHEREAS, City desires to reduce the overall number of legal non -conforming billboards within the City and eliminate older, less attractive billboard structures by allowing relocation and reconstruction of Existing Billboards to provide more attractive, aesthetically pleasing billboard designs within the City. WHEREAS, City has agreed to permit Company the right to construct the New Billboards and continue operation of the CUP Billboards in exchange for the permanent removal of certain of those Existing Billboards identified in Exhibit "E" ("Removed Billboards") and provision of other public services; WHEREAS, the City Municipal Code allows for the relocation of existing Billboards consistent with the provisions of Section 5412 of the California Business and Professions Code that specifically encourages cities and billboard owners to enter into billboard relocation agreements; and WHEREAS, City and Company now wish to enter into this Agreement to memorialize the terms and conditions upon which Company will have the right to relocate and reconstruct certain of its Existing Billboards with New Billboards while permanently removing other Existing Billboards. 1 OPERATIVE PROVISIONS NOW, THEREFORE, in consideration of the foregoing Recitals, which Recitals are incorporated herein by reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in consideration of the mutual covenants set forth herein, the Parties hereby agree as follows: 1. EFFECTIVE DATE. This Agreement shall be effective upon the execution by both parties. 2. DESCRIPTION OF THE PROJECT. a. Reconstruction of Existing Billboards. Company shall be entitled to reconstruct three (3) Existing Billboards with three (3) new, Reconstructed Billboards having a total of no more than six (6) displays with a maximum display area of 672 square feet. The Reconstructed Billboards are described in Exhibit `B". b. Relocation of Existing Billboards- City Property Billboards. Company shall be entitled to relocate two (2) Existing Billboards, within the City, to two (2) new billboard sites on City -owned or controlled property. The City Property Billboards are described in Exhibit "C". Company's right to develop the City Property Billboards shall be conditioned and subject to the Parties entering into a lease agreement for the specific City property. C. Extension of Conditional Use Permit Duration -CUP Billboards. Company currently owns and operates four (4) Existing Billboards within the City that were authorized through issuance of Conditional Use Permits of limited duration. City hereby agrees to take all steps necessary to amend the Conditional Use Permits for the CUP Billboards to provide that the Conditional Use Permits shall not expire as long as Company shall comply with the terms of this Agreement and any and all applicable City Municipal Code provisions. d. Permanent Removal of Existin`t Billboards. In exchange for the ability to develop the New Billboards identified in Exhibit "B" and Exhibit "C", and City's agreement to modify the termination date of the Conditional Use Permits for the CUP Billboards, Company shall permanently remove those Existing Billboards identified in Exhibit "E". Removal of these Existing Billboards identified in Exhibit "E" shall be completed within one hundred eighty days (180) of the issuance of all permits necessary for the construction of the New Billboards. e. Cily Findings. The City Council finds that this Agreement is in the public interest of the City and its residents, adopting this Agreement constitutes a present exercise of the City's police power, and this Agreement is consistent with the City's General Plan. This Agreement is intended to achieve a number of City objectives including revitalizing and reutilizing the Existing Billboard sites and reducing the total number of billboards in the City to reduce clutter created by the proliferation of billboards in the community and improve the appearance of the City. Company understands and hereby acknowledges that the effectiveness of this Agreement is subject to the approval of demolition permits from the City's Building Department for the 2 removal of the Existing Billboards and approval of building plans for the installation of the New Billboards from City as described in Section 4.a below. 3. BILLBOARD REMOVAL. a. Permanent Removal of Existinw Billboards. In consideration of the City's obligations and agreements as outlined in Section 2 herein, Company, at its sole cost and expense, shall secure all prior approvals as described in Section 3.b below, to permanently remove certain of the Existing Billboards, owned and operated by Company on the Existing Billboard sites identified in Exhibit "E". b. Removal Requirements. Removal of certain of the Existing Billboards identified in Exhibit "E" shall be in accordance with any applicable federal, State, or local regulations. Company shall, at its sole cost and expense, secure demolition permits from City to remove and properly transport the Existing Billboards from the Existing Billboard sites. Upon receipt of a completed application from Company seeking any necessary permits for the removal of an Existing Billboard pursuant to this Agreement, City agrees to review and process the application and issue the permit(s) in a timely manner, and in accordance with the terms and conditions of this Agreement. 4. PUBLIC SERVICES. a. Citv Identification Signage. Company shall provide City with one single -sided static display measuring 10 feet by 20 feet bearing the message "Welcome to the City of Beaumont" or similar language as agreed by the Parties. Company's obligation to maintain this City welcome sign shall continue for the term of the Agreement. At City's request, Company shall change the design on the City sign advertising copy up to a maximum of four (4) times a year. The location of the City welcome sign shall be determined by agreement of the Parties. b. Prohibited Use. Company acknowledges and agrees that it shall not utilize any of the display faces on the New Billboards to advertise "gentlemen's clubs," adult entertainment businesses, sexually oriented materials, or use sexually oriented images or language. C. Revenue Sharing. As material consideration for City allowing Company to construct and operate the City Property Billboards, Company shall pay to City twenty percent (20%) of the gross advertising revenue generated by the Billboard. The lease agreement negotiated between the Parties and attached hereto as Exhibit 'T," shall provide that such revenue sharing shall constitute Company's rental obligation for the City Property Billboards. 5. CITY APPROVALS. a. Required Permits and Process., Company shall, at its own expense and before commencement of demolition, construction, rehabilitation or development of any of the Existing Billboards, New Billboards, or other work of improvement upon the Existing or New Billboard Sites, other than basic maintenance activities, submit proposed plans to City and obtain all building and safety related permits required by City for similar construction. The extent of City's authority with regard to plans for any of the New Billboards shall be whether the proposed development meets all standard, objective municipal code requirements. City shall endeavor to review and process the plans and issue building permits for the New Billboards as quickly as 3 possible. If Company's plans for a New Billboard meet all objective development standards and building codes, and are otherwise consistent with the terms of this Agreement, City shall issue all necessary permits authorizing the construction and operation of the New Billboard as reflected in the submitted plans. Company shall not be obligated to commence demolition or construction if Development Approvals are not issued despite good faith effort by Company, and this Agreement shall be null and void. Company shall be responsible for the payment of all City fees otherwise applicable to the processing and issuance of any and all Development Approvals and permits. b. Effect of Approval of A��reement. Company understands that the approval of this Agreement shall not be deemed or construed as granting any Development Approvals yet to be obtained from the City or any other entity having jurisdiction over the Project. 6. REGULATION BY OTHER PUBLIC AGENCIES. The parties acknowledge that other public agencies, including but not limited to, the California Department of Transportation ("Caltrans"), which agencies are not subject to control by City, may possess authority to regulate aspects of the Project as contemplated herein, and this Agreement does not limit the authority of such other public agencies. Company acknowledges and represents that, in addition to the City's regulations, Company shall, at all times, comply with all applicable federal, State and local laws and regulations applicable to the Existing Billboards, New Billboards, and CUP Billboards. To the extent such other public agencies preclude development or maintenance of the Project, Company shall not be further obligated under this Agreement. 7. INSURANCE AND INDEMNITY. a. Indemnity. Company, as a material part of the consideration to be rendered to City under this Agreement, hereby waives all claims against City for damage to property and for injuries to persons in or about the New or Existing Billboard sites, from any cause relating to Company's use and maintenance of the Existing Billboards or New Billboards arising at any time during the term of this Agreement. Company shall indemnify the City, Agency's officers, agents and employees and any successors or assigns to the City's rights under this Agreement (collectively "City Parties") and shall hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (hereinafter "Indemnified Claims and Liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the approval of this Agreement, the issuance of any Development Approvals or permits pursuant to the terms of this Agreement, and the use and maintenance of the Existing Billboards or New Billboards, or the Existing or New Billboard sites by Company, its officers, agents and employees (collectively "Company Parties"). With regard to Indemnified Claims arising from the use and maintenance of the Existing or New Billboards or Existing or New Billboard Sites, such indemnification shall be only to the extent any such Indemnified Claims and Liabilities arise from (a) the failure of the Company Parties to keep the Existing and New Billboard sites in good condition and repair, (b) the negligent acts or omissions of the Company Parties hereunder, or (c) the Company Parties' negligent performance of or failure to perform any term or covenant of this Agreement. In connection with the foregoing indemnity: 4 i. Company shall defend any action or actions filed in connection with any of said Indemnified Claims and Liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; ii. Company shall promptly pay any judgment rendered against the City and the City Parties for any such Indemnified Claims and Liabilities; and Company shall save and hold the City and the City Parties harmless therefrom; and iii. In the event the City Parties are made a party to any action or proceeding filed or prosecuted against the Company Parties for such Indemnified Claims and Liabilities, Company shall pay to the City any and all costs and expenses incurred by the City Parties in such action or proceeding, including but not limited to, legal costs and attorneys' fees. Notwithstanding any other provision of this Agreement, Company's indemnification obligations as set forth in this Agreement shall survive the termination of this Agreement and shall continue for a period of five (5) years from the termination thereof. Company and City further acknowledge that Company shall not indemnify the City Parties for any Indemnified Claims and Liabilities caused by or arising out of the gross negligence or willful misconduct of the City Parties b. Insurance. During the entire Agreement Term, without any period of lapse, Company shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the following policies of insurance: i. Commercial General Liability Insurance. A policy of commercial general liability insurance written on a per occurrence basis with a combined single limit of at least $2,000,000 bodily injury and property damage including coverages for contractual liability, personal injury, independent contractors, broad form property damage, products and completed operations. The Commercial General Liability Policy shall name the City as an additional insured. ii. Worker's Compensation Insurance. A policy of worker's compensation insurance in such amount as will fully comply with the laws of the State of California and which will include $1,000,000 employer's liability. Said policies of insurance shall name, by endorsement, the City as an additional insured. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days' prior written notice by certified or registered mail to City. Within five (5) business days of the execution of this Agreement and within at least thirty (30) days after the renewal of any such policy, Company shall provide City with certificates of insurance evidencing the required coverages and the naming of the City as additional insured, and shall additionally provide City with a copy of the endorsements naming the City as additional insured. In addition, Company, upon reasonable notice by City, shall make available for inspection by City at Company's office, copies of said insurance policies. 8. OWNERSHIP OF IMPROVEMENTS. The Existing Billboards, New Billboards and CUP Billboard shall be and remain the property of Company. Company's rights and powers with respect to the Existing Billboards, New Billboards or CUP Billboards are subject to the terms and limitations of this Agreement. G 9. GENERAL PROVISIONS a. Assignment. Company shall only assign the rights and obligations obtained under this agreement with the approval of City, said approval shall not be unreasonably withheld. b. Waiver. The waiver by any party of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of any other term, covenant or condition, or of any subsequent breach of the same term, covenant or condition. C. Notices. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be sent by: (a) certified or registered mail, postage pre- paid, return receipt requested, (b) personal delivery, or (c) a recognized overnight carrier that provides proof of delivery, and shall be addressed as follows: If to Company: Lamar Central Outdoor 24541 Redlands Blvd. Loma Linda, CA 92354 With a Copy to: Gresham Savage Nolan & Tilden Attn: Theodore Stream, Esq. 3750 University Avenue, Suite 250 Riverside, CA 92501-3335 If to City: City of Beaumont Attn: City Manager 550 East 6th Street Beaumont, California 92223 With a Copy to: City of Beaumont Attn: Planning Director 550 East 6th Street Beaumont, California 92223 Notices shall be deemed effective upon receipt or rejection only. d. Authority to Enter Aureement. All Parties have the requisite power and authority to execute, deliver and perform the Agreement. All Parties warrant that the individuals who have signed the Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. e. Amendment/Modification. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by all Parties. f. Attorney s' Fees. In the event of litigation between the parties arising out of this License, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs and expenses incurred, including attorneys' fees on appeal, and all other reasonable costs and expenses for investigation of such action, including the conducting of discovery, in addition to whatever other relief to which it may be entitled. g. Time is of the Essence. Time is of the essence of each and every provision of this Agreement. h. Miscellaneous. This Agreement embodies the entire Agreement between the Parties and supersedes any prior or contemporaneous understandings between the Parties related to the Agreement. In the event of a dispute between the Parties hereto, the prevailing party shall C'! be entitled to recover its attorney's fees and other costs and expenses incurred in connection therewith, whether or not suit is filed or is pursued to judgment, and including any such fees or costs incurred in connection with any appeal, or any bankruptcy proceeding. If any provision of this Agreement is held to be invalid, the balance shall remain binding upon the Parties. This Agreement shall be interpreted in accordance with its plain meaning, and not in favor of or against either Party. This Agreement shall be construed according to the laws of the State of California. (SIGNATURES FOLLOW] 7 i. Counter F arts. This Agreement may be signed in counterparts, each of which shall constitute an original. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the date set forth below. ATTEST: By: - Cit �'V Clerk APPROVED AS TO FORM: AKLUFI & WYSOCKI "CITY": CITY OF B F A U T By- (`itw Manaker ByN C' )-', orney "COMPANY" LAP By: Its: EXIIIBIT "A" Existing Billboard Sites EXISTING BILLBOARD SITES 1. S/L Interstate 10, w/o Highland Springs Avenue, mile post 9.217. 2. N/L Interstate 10, w/o Highland Springs Avenue, mile post 9.15. 3. S/L Interstate 10, w/o Highland Springs Avenue, mile post 9.118. 4. N/L Interstate 10, w/o Highland Springs Avenue, mile post 9.055. 5. N/L Interstate 10, w/o Highland Springs Avenue, mile post 8.969. 6. S/L Interstate 10, w/o Highland Springs Avenue, mile post 8.904. 7. N/L Interstate 10, w/o Highland Springs Avenue, mile post 8.742. 8. S/L Interstate 10, w/o Highland Springs Avenue, mile post 8.709. 9. S/L Interstate 10, w/o Highland Springs Avenue, mile post 8.571. 10. N/L Interstate 10, w/o Highland Springs Avenue, mile post 8.423. 11. N/L Interstate 10, w/o Highland Springs Avenue, mile post 8.33. 12. S/L Interstate 10, w/o Highland Springs Avenue, mile post 8.332. 13. N/L Interstate 10, w/o Highland Springs Avenue, mile post 8.238. 14. East 6th Street. 15. E/L Highway 79, s/o Interstate 10, mile post 40.322. 16. E/L Highway 79, s/o 2nd Street, mile post 40.166. 17. West 6th Street. 18. S2 Interstate 10, e/o Highway 60, mile post 6.876. 19. S/L Highway 60, w/o Interstate 10, mile post 30.323. 20. S/L Highway 60, w/o Interstate 10, mile post 30.182. 21. N/L Highway 60, w/o Interstate 10, mile post 30.172 22. S/L Highway 60, w/o Interstate 10, mile post 30.093. 23. N/L Highway 60, w/o Interstate 10, mile post 29.919. 24. N/L Highway 60, w/o Interstate 10, mile post 29.82 25. S/L Highway 60, e/o Jack Rabbit Trail, mile post 28.577 26. S/L Interstate 10, w/o Highway 60/Interstate 10, mile post 6.217. 27. S/L Interstate 10, w/o Highway 60/Interstate 10, mile post 6.123. 28. S/L Interstate 10, w/o Highway 60/Interstate 10, mile post 6.024. 29. S/L Interstate 10, e/o Oak Valley, mile post 5.721. 30. N/L Interstate 10, e/o Brookside, mile post 3.918. EXHIBIT "A" r ICIL T _ = t apt - t =r mg - .Or A will f —— - 1 c� all 4 'fit ��• .1,,, - ,�. _+ , : - 10 49 Goos �. ii e earth 1J',�� Irr.ger+D,yte: E;, 'l 112 =3-_5'44.?2" H 116157'4.5.7'0 C -IC -V 2661 ft aye alt 4556 ft Mr 'x _ 41 Iva .� ,N i' erg w, r+ 411 (3 _e a El " r 1"1 Ir? x:,M, AU e,�rilrJ'�I�I�IF F � I�rr�>,rQn�rr„�r,rl G — off + , ���.► 4FFN FF � 1'1'4�l%Xti11 423. t) 1 y J22 J20 �1J `� i • i� � 4 d 1 _T -';G iii_ i. _ _i s tt Iv tiAn#t*¢w I ,:L tib. 1a. ffA�+ Grimm-"f - _ - ®'a •m +�"� +�,.����� '�'1.``�j�_�tw, r -� ..gyp" r7,1 0441 _rte "`�-• lr,. ,a.- ,�,y �w Irl � i os col QD ` ``iwi t`Vn!"n" 1 ✓ 1 P t •. �,. r - - L � �rQ�,_.. - \C'' * r. -"may/ •t-:�• I.:�r1'.r.ir1 .(... ,n. ul"`�'1G`•. �-,• ,._��.`'�,�. �� Y �;.w2Q13Google � � ''� +"` �_ e4��,)�� �����}�1- r{Nr : Dat 5,`,'21 i -56'5,15" i 7 11,41 iiJ _ _ r, ��I +r Irri- EXHIBIT `B" Reconstructed Billboards RECONSTRUCTED BILLBOARDS 18. S/L Interstate 10, w/o Veile Avenue, mile post 6.876. 21. N/L Highway 60, w/o Interstate 10/Highway 60 Interchange, mile post 30.172. 24. NIL Highway 60, mile post 29.827. EXHIBIT "B" EXHIBIT "C" City Property Billboards CITY SITES 1. A portion of APN #419-180-024. 2. A portion of APN #418-140-032. EXHIBIT "C" EXHIBIT "D" CUP Billboards CUP BILLBOARDS 28. S/L Interstate 10, w/o Interstate 10/Highway 60 Interchange, mile post 6.024, APN #414-130-007. 27. S/L Interstate 10, w/o Interstate 10/Highway 60 Interchange, mile post 6.123, APN #414-130-007. 26. S/L Interstate 10, w/o Interstate 10/Highway 60 Interchange, mile post 6.217, APN #414-130-007. 23. N/L Highway 60, w/o Interstate 10/1-ighway 60 Interchange, mile post 29.919, APN #414-120-019. EXHIBIT "D" EXHIBIT "E" Removed Billboards —I REMOVED BILLBOARDS 1. S/L Interstate 10, w/o Highland Springs Avenue, mile post 9.217. 8. S/L Interstate 10, w/o Highland Springs Avenue, mile post 8.709. 9. S/L Interstate 10, e/o Pennsylvania Avenue, mile post 8.571. 12. S/L Interstate 10, e/o Pennsylvania Avenue, mile post 8.332. 14. S/L East 6th Street, e/o Pennsylvania Avenue. 15. E/L Highway 79, s/o East 4th Street, mile post 40.322. 19. S/L Highway 60, w/o Interstate 10/Highway 60 Interchange, mile post 30.323. 20. S/L Highway 60, w/o Interstate 10/Highway 60 Interchange, mile post 30.182. 22. S/L Highway 60, w/o Interstate 10/Highway 60 Interchange, mile post 30.093. 25. S/L Highway 60, mile post 28.577. 29. S/L Interstate 10, e/o Oak Valley Parkway, anile post 5.721. 30. N/L Interstate 10, e/o Brookside Avenue, mile post 3.918. EXHIBIT "E" BILLBOARD RELOCATION AGREEMENT EXHIBIT "F" LEASE OF CITY PROPERTY BILLBOARD SITES BEAUMONT, CALIFORNIA THIS LEASE OF CITY PROPERTY BILLBOARD SITES ("Lease"), dated as of January_ 21 st _, 2014, is made and entered into by and between LAMAR CENTRAL OUTDOOR, a Delaware limited liability company ("Lessee"), and CITY OF BEAUMONT, California, a public body, corporate and politic ("Lessor"). RECITALS This Lease is entered into based upon the following facts, circumstances and understandings: 1. Lessor represents and warrants that it owns or controls certain real property located entirely within City, described in Exhibit "A" attached hereto and incorporated herein by this reference, and hereinafter referred to as "City Property Billboard Sites" or the "Premises". The City Property Billboard Sites are also the subject of a separate Billboard Relocation Agreement by and between Lessee and Lessor. 2. Lessee desires to lease the City Property Billboard Sites, and Lessor represents and warrants that it has the complete right and authority to grant the rights set forth herein and that Lessor has full rights of ingress to and egress from the City Property Billboard Sites from a public roadway, and that all legal prerequisites to the making of this Lease have occurred. 3. Based on the foregoing facts, circumstances and understandings, and on the terms and conditions set forth below, Lessor is willing to lease the City Property Billboard Sites to Lessee for Lessee's proposed use, subject to the terms and conditions of this Lease Agreement. WHEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the facts, circumstances and understandings set forth above (which are incorporated into the body of this Lease by this reference) and the terms and conditions set forth herein, the parties, intending to be legally bound, hereto agree as follows: OPERATIVE PROVISIONS 1. Grant and Acceptance of Lease. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the Premises for Lessee's proposed use, subject to the following terms and conditions for the Term. 2. Permitted Uses. The Premises may be used by Lessee for the construction, operation and maintenance of outdoor advertising displays (`Billboards"). Under this Lease, Lessee may install, place, use, modify, operate and remove on the Premises supporting structures and related equipment (collectively "Lessee's Facilities") as Lessee deems necessary for the EXHIBIT "F" operation of the Billboards at the Premises subject to any applicable City permit and approval process. Further, Lessee may perform the initial construction, ongoing maintenance, repairs, and modify the Billboards as Lessee determines is necessary and appropriate for its ongoing business and has the right to do all work necessary to prepare, modify and maintain the Premises to accommodate the Billboards, and as required for Lessee's operations upon the Premises. 3. Conditions Precedent: Prior Approvals. This Lease Agreement is conditioned upon Lessee obtaining all governmental licenses, permits and approvals enabling Lessee to construct and operate the Billboards on the Premises. Lessor agrees to cooperate with Lessee's reasonable requests for Lessor's authorization on permit applications and to allow site inspections by any governmental agencies required in connection with reviewing permit applications, provided that such cooperation and assistance shall be at no expense to Lessor. 4. Term. The term of this Lease Agreement ("Term") shall commence on the date that: (a) Lessee begins construction of Lessee's Facilities on the Premises or (b) the first day of the month following the month in which Lessee obtains all necessary permits for the installation of the Lessee's Facilities; or (c) exactly twelve (12) months after the execution date; whichever first occurs ("Commencement Date") and shall continue through June 30, 2039. In addition, Lessee shall have the option to extend the Term for an additional ten (10) years upon the same terms and conditions. Lessee shall provide Lessor with written notice of its intention to exercise the option to extend the Lease Term at least ninety (90) days before the expiration of the initial Term. Lessee shall promptly deliver written notice to Lessor of the Commencement Date if pursuant to subsection (a) or (b) of this Section 4. 5. Rent. Upon the Commencement Date, Lessee shall pay to Lessor twenty percent (20%) of gross advertising revenue realized from all Billboards constructed on the Premises. Said payments shall be made quarterly or annually, at Lessee's option specified in writing. All payments to be made to Lessor based upon gross advertising revenue set forth herein shall be paid on or before January 1 st of each year subsequent to the Commencement Date. 6. Due Diligence Contingency and Pre -Commencement Date Access to Premises. (a) Lessee shall have the right (but not the obligation) at any time following the full execution of this Lease Agreement and prior to the Commencement Date, to enter the Premises for the purpose of making necessary inspections, taking measurements and conducting engineering surveys (and soil tests where applicable) and any other reasonably necessary tests to determine the suitability of the Premises for Lessee's Facilities ("Due Diligence"), and for the purpose of preparing the Premises for the installation or construction of Lessee's Facilities. During any Due Diligence activities or pre -installation or pre -construction work, Lessee shall have insurance which covers such activities as set forth in Section 14 of this Lease. Lessee shall notify Lessor of any proposed tests, measurements or pre -installation or pre -construction work, and shall coordinate the scheduling of such activities with Lessor. If, during the course of Due Diligence Lessee determines that the Premises are unsuitable for Lessee's contemplated use, then Lessee shall have the right to terminate this Lease Agreement prior to the Commencement Date without any further liability or obligation to Lessor by delivery of written notice of termination EXHIBIT "F" to Lessor as set forth in Section 12. In the event Lessee terminates this Lease pursuant to the provisions of this Section 6, then, and in that event, Lessee, at Lessee's sole cost, shall immediately return the Premises to the condition thereof existing prior to Lessee engaging in all Due Diligence Activities. (b) Lessor hereby expressly disclaims all Warranties of Merchantability and Fitness for a Particular Purpose associated with the Premises. Lessee accepts the Premises "As Is." 7. Ongoing Access to Premises. Throughout the Term of this Lease, Lessee shall have the right of access without escort to the Premises for its employees and agents twenty-four (24) hours a day, seven (7) days per week, at no additional charge to Lessee. In exercising its right of access to the Premises herein, Lessee agrees to cooperate with any reasonable security or access control procedures utilized by Lessor at Lessor's Real Property and further agrees not to unduly disturb or interfere with the business or other activities of Lessor or of other tenants or occupants of Lessor's Real Property. Lessee shall maintain all existing access roadways or driveways extending from the nearest public roadway to the Premises in accordance with City standards and budget constraints. Lessor shall have the right to reconfigure the traffic flow and location of such roadways and driveways on Lessor's Real Property without approval of or compensation to Lessee, provided that doing so does not prohibit Lessee's ability to access the Premises. Lessor shall be responsible for maintaining and repairing such roadways and driveways at Lessor's sole expense, except for any damage caused by Lessee's use of such roadways or driveways. If Lessee causes any such damage, Lessee shall promptly repair the same at its sole expense to the condition in which it was prior to such damage. Lessee shall be responsible for the maintenance and compliance with laws of all structures and appurtenances located on the Premises which Lessee constructs. 8. Lessee's Work, Maintenance, Repairs and Restoration. All of Lessee's construction and installation work at the Premises shall be performed at Lessee's sole cost and expense and in a good and workmanlike manner. Lessee shall maintain Lessee's Facilities and the Premises in neat and safe condition in compliance with all applicable codes and governmental regulations, including and any and all security lighting or appliances installed. Lessee, at Lessee's expense, shall be required to make all repairs to the Premises due to damage caused by Lessee, its agents or contractors. Upon the expiration, cancellation or termination of this Lease Agreement, Lessee shall within ninety (90) calendar days thereafter surrender the Premises in good condition, less ordinary wear and tear and casualty not caused by Lessee, its agents or contactors; however, Lessee shall not be required to remove any foundation supports for Lessee's Facilities or conduits which have been installed by Lessee. 9. Title to Lessee's Facilities. Title to Lessee's Facilities and any equipment placed on the Premises by Lessee shall be held by and remain with Lessee. All of Lessee's Facilities shall remain the property of Lessee and are not fixtures. Lessee has the right to remove all Lessee's Facilities at its sole expense on or before the expiration or termination of this Lease Agreement. Lessor acknowledges that Lessee may enter into financing arrangements including promissory notes and financial and security agreements for the financing of Lessee's Facilities (the "Collateral") with a third party financing entity and may in the future enter into additional financing arrangements with other financing entities. In connection therewith, Lessor (i) EXHIBIT "F" consents to the installation of the Collateral to the extent that the Collateral is part of the approved Lessee's Facilities; (ii) disclaims any interest in the Collateral, as fixtures or otherwise, whether arising at law or otherwise, including, but not limited to any statutory landlord's lien; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any Rent due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings. 10. Utilities. Lessee shall have the right to install utilities, at Lessee's expense, and to improve the present utilities on or near the Premises (including, but not limited to the installation of emergency back-up power). Lessee shall have the right to place utilities on (or to bring utilities across) Lessor's Real Property in order to service the Premises and Lessee's Facilities. Lessor agrees to use reasonable efforts in assisting Lessee to acquire necessary utility service at no cost or expense to Lessor. 11. Taxes. Lessee shall pay personal property taxes assessed against Lessee's Facilities, and all real property taxes and all other taxes, fees and assessments arising out of and attributable to this Lease Agreement. 12. Termination. This Lease Agreement may be immediately terminated by Lessee in its sole discretion without further liability, by delivery of written notice thereof to Lessor prior to the Commencement Date for any reason resulting from Lessee's Due Diligence, or if a title report obtained by Lessee for Lessor's Real Property shows any defects of title or any liens or encumbrances which may adversely affect Lessee's use of the Premises for Lessee's intended use, or for any other or no reason. This Lease may be terminated without further liability upon thirty (30) days prior written notice as follows: (a) by either party upon a default of any covenant, condition, or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of default; (b) by Lessee if it does not obtain licenses, permits or other approvals necessary to the construction or operation of Lessee's Facilities ("Permits"), is unable to obtain such Permits without conditions which, in Lessee's reasonable discretion, are not standard or typical for premises where facilities as contemplated herein are located or is unable to maintain such licenses, permits or approvals despite reasonable efforts to do so. The early termination payment in this Section shall not in any way be considered as Rent or Rent offset. Other than as stated herein, Lessor and Lessee shall not have the right to terminate, revoke or cancel this Lease Agreement. 13. Condemnation. If a condemning authority takes all of Lessor's Real Property, or a portion which in Lessee's sole discretion is sufficient to render the Premises unsuitable for Lessee's ongoing operation, then this Lease shall terminate without further liability of Lessee as of the date when possession is delivered to the condemning authority. In any condemnation proceeding, each party shall be entitled to make a claim against the condemning authority for just compensation recoverable under applicable condemnation law. Sale of all or part of the Premises to a purchaser with the power of eminent domain in the face of the exercise of its power of eminent domain shall be treated as a taking by a condemning authority. 14. Insurance. Lessee shall maintain the following insurance: (1) Commercial General Liability with limits of Two Million Dollars ($2,000,000.00) per occurrence, and (2) Worker's Compensation as required by law and which requires $1,000,000.00 of employer's liability. Said policies of insurance shall name, by endorsement, the Lessor as an additional insured. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days' prior written notice by certified or registered mail to Lessor. Within five (5) business days of the execution of this Lease and within at least thirty (30) days after the renewal of any such policy, Lessee shall provide Lessor with certificates of insurance evidencing the required coverages and the naming Lessor as additional insured, and shall additionally provide Lessor with a copy of the endorsements naming Lessor as additional insured. In addition, Lessee, upon reasonable notice by Lessor, shall make available for inspection by Lessor at Lessee's office, copies of said insurance policies. 15. Assi-.nments or Transfers. Lessee shall not assign or transfer this Lease Agreement to any other person or entity in whole or in part unless the Assignee or Transferee first agrees in writing to fulfill all of the duties and obligations of the Lessee in this Lease Agreement, and the Lessor has approved in writing of the assignment or transfer, and the Lessor's City Attorney shall first approve in writing of the form of the assignment or transfer document. Notwithstanding the forgoing however, Lessee may assign this Lease Agreement upon written notice to Lessor, to any person controlling, controlled by, or under common control with Lessee, or any person or entity that acquires Lessee's business and assumes all existing, and future obligations of Lessee under this Lease. Upon such assignment, Lessee shall be relieved of all liabilities and obligations hereunder accruing thereafter and Lessor shall look solely to the assignee for performance under this Lease and all obligations accruing thereafter hereunder provided such assignee accepts such obligations in writing and is of substantially similar financial strength or credit worthiness to Lessee at the inception of this Lease. Notwithstanding anything to the contrary contained in this Lease, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom Lessee (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by loans, bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 16. Licenses and Subleases. Lessee shall have the privilege, subject to the prior written consent of Lessor, to license or sublease a portion of the Premises and the Lessee's Facilities to others for the provision of wireless communications services. Lessee may sublease space on Lessee's structures to third party providers of communications services ("Subsequent Users") in accordance with this Section, subject to those Subsequent Users: (1) obtaining all necessary permits and approvals from governmental agencies having jurisdiction, and (2) provided Lessor has negotiated a lease or license directly with the Subsequent User for its use of ground space, and (3) Lessor is granted an opportunity to review and approve the Subsequent User's Plans and Drawings which approval shall not be unreasonably withheld, conditioned or delayed, but which approval may be conditioned on Subsequent User's installation meeting Lessor's aesthetic requirements. Lessor shall be responsible for approving the location of the Subsequent User's ground equipment outside of the Premises. Lessor shall retain all rights to rental income from any Subsequent User with respect to any sublease. EXHIBIT "F" 17. Nondisturbance and Quiet Enioyment; Subordination; Estoppel Certificates. (a) So long as Lessee is not in default under this Lease Agreement, Lessee shall be entitled to quiet enjoyment of the Premises during the term of this Lease Agreement or any Renewal Term, and Lessee shall not be disturbed in its occupancy and use of the Premises or the exercise of its rights and privileges as granted herein. (b) This Lease shall be subordinate to each and every deed of trust, mortgage or other security instrument which may now or hereafter affect Lessor's Real Property and to any renewals, extensions, supplements, amendments, modifications or replacements thereof. In confirmation of such subordination, Lessee shall execute and deliver promptly any commercially reasonable certificate of subordination that Lessor may reasonably request, provided that such certificate acknowledges that this Lease remains in full force and effect, recognizes Lessee's right to nondisturbance and quiet enjoyment of the Premises so long as Lessee is not in default under this Lease, only contains true and accurate statements and Lessee's liability shall be capped at the remaining rent under this Lease. If any mortgagee or lender succeeds to Lessor's interest in Lessor's Real Property through a foreclosure proceeding or by a deed in lieu of foreclosure, Lessee shall attorn to and recognize such successor as Lessor under this Lease provided such party similarly agrees not to disturb Lessee's occupancy and use of the Premises or the exercise of its rights and privileges as granted herein. (c) At any time upon not less than ten (10) days' prior written notice by Lessor, Lessee shall execute, acknowledge and deliver to Lessor or any other party specified by Lessor, a statement in writing certifying that this Lease Agreement is in full force and effect, if true, and the status of any continuing defaults under this Lease Agreement. 18. Indemnification. (a) Lessee's Indemnity. Lessee hereby agrees to defend, indemnify and hold Lessor and Lessor's elected and appointed officials, officers, employees, and volunteers free and harmless from and against any and all losses, claims, liabilities, damages, actions, causes of action, costs and expenses including attorney's fees and costs of court, and injuries, including personal injuries or death to the extent caused by Lessee's negligent occupation, use, operation, maintenance or repair of Lessee's Facilities at the Premises, or access over Lessor's Real Property to the Premises, except those resulting from the negligence or willful misconduct of Lessor or Lessor's Indemnities. (b) Lessor's Indemnity£. Lessor hereby agrees to defend, indemnify and hold Lessee and Lessee's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors free and harmless from and against any and all losses, claims, liabilities, damages, actions, causes of action, costs and expenses (including attorney's fees and costs of court ) and injuries (including personal injuries or death) to the extent caused by Lessor's negligent use, operation, maintenance or repair of improvements on Lessor's Real Property, the use of Lessor's Real Property by other tenants or lessees of Lessor (not including public and private utility providers), or any violation of governmental regulations relating to the Premises, except those EXHIBIT "F" resulting from the negligence or willful misconduct of Lessee or Lessee's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors. (c) Special Damages. Notwithstanding any other provision of this Lease, neither Party shall be liable to the other for consequential damages, damages for lost income and profits, exemplary or punitive damages or other special damages, whether in tort, contract or equity. (d) Survival of Indemnity _ Provisions. The indemnity provisions of this Section 18 shall survive the expiration, cancellation or expiration of this Lease Agreement for the length of the applicable statute of limitations term during which a claim may be filed plus 30 days, and any claims for indemnification under this Section 18 shall be brought within that period. 19. Hazardous Material. Lessee agrees that it will not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within the Lessor's Real Property in violation of any law or regulation. Lessor represents, warrants and agrees: (1) that neither Lessor nor, to Lessor's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (defined below) on, under, about or within Lessor's Real Property in violation of any law or regulation, and (2) that Lessor will not, and will not permit any third party to use, generate, store or dispose of any Hazardous Material on, under, about or within Lessor's Real Property in violation of any law or regulation. Lessor and Lessee each agree to defend, indemnify and hold harmless the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) arising from any breach of any representation, warranty or agreement contained in this paragraph. As used in this paragraph, "Hazardous Material" shall mean petroleum or any petroleum product, asbestos, any substance known by the state in which Lessor's Real Property is located to cause cancer and/or reproductive toxicity, and/or any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. 20. Notices and Deliveries. Any notice or demand required to be given herein shall be made in writing and shall be sent by: (a) certified or registered mail, postage pre -paid, return receipt requested, (b) personal delivery or (c) by reliable overnight delivery service that provides proof of delivery, and shall be addressed as follows: Lessor: City of Beaumont Attn: City Manager 550 East 6th Street Beaumont, CA 92223 Lessee: Lamar Central Outdoor 24541 Redlands Boulevard Loma Linda, CA 92354 With a copy to: Gresham Savage Nolan & Tilden EXHIBIT "F" Attn: Theodore Stream, Esq. 3750 University Avenue, Suite 250 Riverside, CA 92501-3335 Lessor or Lessee may from time to time designate any other addressees and addresses for notices or deliveries by written notice to the other parry. 21. Bankruptcy. (a) Lessor and Lessee hereby expressly agree and acknowledge that it is the intention of both parties that in the event during the term of this Lease, either parry shall become a debtor in any voluntary or involuntary bankruptcy proceeding (a Proceeding) under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., ("Code"), this Lease is and shall be treated as an unexpired lease of nonresidential real property for purposes of Section 365 of the Code, 11 U.S.C. § 365 (as may be amended), and, accordingly, shall be subject to the provisions of subsections (d)(3) and (d)(4) of said Section 365 (as may be amended). (b) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, 11 USC §§ 101, et seq., shall be deemed without further act to have assumed all of the obligations of Lessee arising under this Lease both before and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption. Any monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid to Lessor, shall be the exclusive property of Lessor, and shall not constitute property of the Lessee or of the estate of Lessee within the meaning of the Code. Any monies or other considerations constituting Lessor's property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid to Lessor. 22. Miscellaneous. (a) Severability. If any provision of this Lease is held to be invalid or unenforceable by a court of competent jurisdiction with respect to any party, the remainder of this Lease or the application of such provision to persons other than those as to whom it is held invalid or unenforceable shall not be affected, each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law, and the parties shall negotiate in good faith to amend this Lease to retain the economic effect of the invalid or unenforceable provisions. (b) Binding Effect. Each party represents and warrants that said party has full power and authority, and the person(s) executing this Lease have full power and authority, to execute and deliver this Lease, and that this Lease constitutes a valid and binding obligation of each parry, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditor's rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law). This Lease shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. EXHIBIT "F" (c) Waivers. No provision of this Lease shall be deemed to have been waived by a parry unless the waiver is in writing and signed by the parry against whom enforcement of the waiver is attempted. No custom or practice which may develop between the parries in the implementation or administration of the terms of this Lease shall be construed to waive or lessen any right to insist upon strict performance of the terms of this Lease. (d) Governing Law. Venue. This Lease shall be governed by and construed in accordance with the laws oftheState of California. Sole venue for any legal claim arising hereunder shall be in the Superior Court of the State of California in Riverside County at the courthouse or in the court district closest to the Premises. (e) Attorneys' Fees and Costs. The prevailing party in any legal claim arising hereunder shall be entitled to its reasonable attorneys' fees and costs and court costs as may be awarded by the court. (f) Survival. Terms, conditions, obligations, and indemnifications of this Lease which by their sense and context survive the termination, cancellation or expiration of this Lease will so survive. (g) Entire Agreement: Amendments. This Lease constitutes the entire agreement and understanding between the parties regarding Lessee's lease of the Premises and supersedes all prior and contemporaneous offers, negotiations and other agreements concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease must be in writing and executed by duly authorized representatives of both parties. (h) No Presumptions Regarding; Preparation of Lease. The parties acknowledge and agree that each of the parties has been represented by counsel or has had full opportunity to consult with counsel and that each of the parties has participated in the negotiation and drafting of this Lease. Accordingly it is the intention and agreement of the parties that the language, terms and conditions of this Lease are not to be construed in any way against or in favor of any party hereto by reason of the roles and responsibilities of the parties or their counsel in connection with the preparation of this Lease. (i) Interpretation. (1) Unless the context of this Lease clearly requires otherwise: (i) the plural and singular numbers shall be deemed to include the other; (ii) the masculine, feminine and neuter genders shall be deemed to include the others; (iii) "or" is not exclusive; and (iv) "includes" and "including" are not limiting. (2). The headings in this Lease Agreement are for reference only and are not incorporated in any term herein. 0) No Personal Liability of Officials and Employees of either Party. No elected official, officer, employee, agent, or volunteer of either Party shall be personally liable EXHIBIT "F" for any default or liability whatsoever under this Lease, except in instances of criminal negligence. (k) Public Document. Lessor is a municipal corporation under the laws of the State of California. Lessor and Lessee acknowledge that this Lease is subject to public disclosure as specified by California Government Code § 6250 et seq., and is a "public record" within the meaning of California Government Code § 6252(e). (1) No As Execution of this Lease is completely unrelated to any and all City of Beaumont planning process(es) and all other required municipal licenses, permits, authorizations, and approvals whatsoever, including the Billboard Relocation Agreement. Execution of this Lease does not assure Lessee that it will be successful in whole or in part in securing any or all required City of Beaumont permits, or any other required permits or authorizations. Lessee is solely responsible, at its sole expense, for securing any and all required governmental authorizations to construct and to operate Lessee's Facilities. (m) Paymentof Sums During Breach. The receipt of any sum paid by Lessee to Lessor after a breach of this Lease shall not be deemed a waiver of such breach unless expressly set forth in writing by Lessor. IN WITNESS WHEREOF, the parties have caused this Lease Agreement to be executed by their duly authorized representatives on the dates set forth below and acknowledge that this Lease Agreement is effective as of the date first above written. [ALL SIGNATURES APPEAR AT PAGE 111 EXHIBIT "F" LESSOR: CITY OF BEAUMONT a California public body, corporate and politic By: or Date: o� Y Approved as to Form: ATTEST: 004-", t By: Ctttorney By: LESSEE: LAMAR CENTRAL Randy Straub Vice Pres/General Manager EXHIBIT "F" EXHIBIT A City Property Billboards NEW BILLBOARD SITES 1. A portion of APN #419-180-024. 2. A portion of APN #418-140-32. EXHIBIT "F" LEASE OF CITY PROPERTY BILLBOARD SITES BEAUMONT, CALIFORNIA THIS LEASE OF CITY PROPERTY BILLBOARD SITES ("Lease"), dated as of January 21 st , 2014, is made and entered into by and between LAMAR CENTRAL OUTDOOR, a Delaware limited liability company ("Lessee"), and CITY OF BEAUMONT, California, a public body, corporate and politic ("Lessor"). RECITALS This Lease is entered into based upon the following facts, circumstances and understandings: 1. Lessor represents and warrants that it owns or controls certain real property located entirely within City, described in Exhibit "A" attached hereto and incorporated herein by this reference, and hereinafter referred to as "City Property Billboard Sites" or the "Premises". The City Property Billboard Sites are also the subject of a separate Billboard Relocation Agreement by and between Lessee and Lessor. 2. Lessee desires to lease the City Property Billboard Sites, and Lessor represents and warrants that it has the complete right and authority to grant the rights set forth herein and that Lessor has full rights of ingress to and egress from the City Property Billboard Sites from a public roadway, and that all legal prerequisites to the making of this Lease have occurred. 3. Based on the foregoing facts, circumstances and understandings, and on the terms and conditions set forth below, Lessor is willing to lease the City Property Billboard Sites to Lessee for Lessee's proposed use, subject to the terms and conditions of this Lease Agreement. WHEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the facts, circumstances and understandings set forth above (which are incorporated into the body of this Lease by this reference) and the terms and conditions set forth herein, the parties, intending to be legally bound, hereto agree as follows: OPERATIVE PROVISIONS 1. Grant and Acceptance of Lease. Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the Premises for Lessee's proposed use, subject to the following terms and conditions for the Term. 2. Permitted Uses. The Premises may be used by Lessee for the construction, operation and maintenance of outdoor advertising displays (`Billboards"). Under this Lease, Lessee may install, place, use, modify, operate and remove on the Premises supporting structures and related equipment (collectively "Lessee's Facilities") as Lessee deems necessary for the operation of the Billboards at the Premises subject to any applicable City permit and approval process. Further, Lessee may perform the initial construction, ongoing maintenance, repairs, and 1 modify the Billboards as Lessee determines is necessary and appropriate for its ongoing business and has the right to do all work necessary to prepare, modify and maintain the Premises to accommodate the Billboards, and as required for Lessee's operations upon the Premises. 3. Conditions Precedent: Prior Approvals. This Lease Agreement is conditioned upon Lessee obtaining all governmental licenses, permits and approvals enabling Lessee to construct and operate the Billboards on the Premises. Lessor agrees to cooperate with Lessee's reasonable requests for Lessor's authorization on permit applications and to allow site inspections by any governmental agencies required in connection with reviewing permit applications, provided that such cooperation and assistance shall be at no expense to Lessor. 4. Term. The term of this Lease Agreement ("Term") shall commence on the date that: (a) Lessee begins construction of Lessee's Facilities on the Premises or (b) the first day of the month following the month in which Lessee obtains all necessary permits for the installation of the Lessee's Facilities; or (c) exactly twelve (12) months after the execution date; whichever first occurs ("Commencement Date") and shall continue through June 30, 2039. In addition, Lessee shall have the option to extend the Term for an additional ten (10) years upon the same terms and conditions. Lessee shall provide Lessor with written notice of its intention to exercise the option to extend the Lease Term at least ninety (90) days before the expiration of the initial Term. Lessee shall promptly deliver written notice to Lessor of the Commencement Date if pursuant to subsection (a) or (b) of this Section 4. 5. Rent. Upon the Commencement Date, Lessee shall pay to Lessor twenty percent (20%) of gross advertising revenue realized from all Billboards constructed on the Premises. Said payments shall be made quarterly or annually, at Lessee's option specified in writing. All payments to be made to Lessor based upon gross advertising revenue set forth herein shall be paid on or before January 1 st of each year subsequent to the Commencement Date. 6. Due Diliaence Contingenc,,and Pre -Commencement Date Access to Premises. (a) Lessee shall have the right (but not the obligation) at any time following the full execution of this Lease Agreement and prior to the Commencement Date, to enter the Premises for the purpose of making necessary inspections, taking measurements and conducting engineering surveys (and soil tests where applicable) and any other reasonably necessary tests to determine the suitability of the Premises for Lessee's Facilities ("Due Diligence"), and for the purpose of preparing the Premises for the installation or construction of Lessee's Facilities. During any Due Diligence activities or pre -installation or pre -construction work, Lessee shall have insurance which covers such activities as set forth in Section 14 of this Lease. Lessee shall notify Lessor of any proposed tests, measurements or pre -installation or pre -construction work, and shall coordinate the scheduling of such activities with Lessor. If, during the course of Due Diligence Lessee determines that the Premises are unsuitable for Lessee's contemplated use, then Lessee shall have the right to terminate this Lease Agreement prior to the Commencement Date without any further liability or obligation to Lessor by delivery of written notice of termination to Lessor as set forth in Section 12. In the event Lessee terminates this Lease pursuant to the provisions of this Section 6, then, and in that event, Lessee, at Lessee's sole cost, shall 2 immediately return the Premises to the condition thereof existing prior to Lessee engaging in all Due Diligence Activities. (b) Lessor hereby expressly disclaims all Warranties of Merchantability and Fitness for a Particular Purpose associated with the Premises. Lessee accepts the Premises "As Is." 7. Onizoing Access to Premises. Throughout the Term of this Lease, Lessee shall have the right of access without escort to the Premises for its employees and agents twenty-four (24) hours a day, seven (7) days per week, at no additional charge to Lessee. In exercising its right of access to the Premises herein, Lessee agrees to cooperate with any reasonable security or access control procedures utilized by Lessor at Lessor's Real Property and further agrees not to unduly disturb or interfere with the business or other activities of Lessor or of other tenants or occupants of Lessor's Real Property. Lessee shall maintain all existing access roadways or driveways extending from the nearest public roadway to the Premises in accordance with City standards and budget constraints. Lessor shall have the right to reconfigure the traffic flow and location of such roadways and driveways on Lessor's Real Property without approval of or compensation to Lessee, provided that doing so does not prohibit Lessee's ability to access the Premises. Lessor shall be responsible for maintaining and repairing such roadways and driveways at Lessor's sole expense, except for any damage caused by Lessee's use of such roadways or driveways. If Lessee causes any such damage, Lessee shall promptly repair the same at its sole expense to the condition in which it was prior to such damage. Lessee shall be responsible for the maintenance and compliance with laws of all structures and appurtenances located on the Premises which Lessee constructs. 8. Lessee's Work, Maintenance, Repairs and Restoration. All of Lessee's construction and installation work at the Premises shall be performed at Lessee's sole cost and expense and in a good and workmanlike manner. Lessee shall maintain Lessee's Facilities and the Premises in neat and safe condition in compliance with all applicable codes and governmental regulations, including and any and all security lighting or appliances installed. Lessee, at Lessee's expense, shall be required to make all repairs to the Premises due to damage caused by Lessee, its agents or contractors. Upon the expiration, cancellation or termination of this Lease Agreement, Lessee shall within ninety (90) calendar days thereafter surrender the Premises in good condition, less ordinary wear and tear and casualty not caused by Lessee, its agents or contactors; however, Lessee shall not be required to remove any foundation supports for Lessee's Facilities or conduits which have been installed by Lessee. 9. Title to Lessee's Facilities. Title to Lessee's Facilities and any equipment placed on the Premises by Lessee shall be held by and remain with Lessee. All of Lessee's Facilities shall remain the property of Lessee and are not fixtures. Lessee has the right to remove all Lessee's Facilities at its sole expense on or before the expiration or termination of this Lease Agreement. Lessor acknowledges that Lessee may enter into financing arrangements including promissory notes and financial and security agreements for the financing of Lessee's Facilities (the "Collateral") with a third parry financing entity and may in the future enter into additional financing arrangements with other financing entities. In connection therewith, Lessor (i) consents to the installation of the Collateral to the extent that the Collateral is part of the approved Lessee's Facilities; (ii) disclaims any interest in the Collateral, as fixtures or otherwise, 3 whether arising at law or otherwise, including, but not limited to any statutory landlord's lien; and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any Rent due or to become due and that such Collateral may be removed at any time without recourse to legal proceedings. 10. Utilities. Lessee shall have the right to install utilities, at Lessee's expense, and to improve the present utilities on or near the Premises (including, but not limited to the installation of emergency back-up power). Lessee shall have the right to place utilities on (or to bring utilities across) Lessor's Real Property in order to service the Premises and Lessee's Facilities. Lessor agrees to use reasonable efforts in assisting Lessee to acquire necessary utility service at no cost or expense to Lessor. 11. Taxes. Lessee shall pay personal property taxes assessed against Lessee's Facilities, and all real property taxes and all other taxes, fees and assessments arising out of and attributable to this Lease Agreement. 12. Termination. This Lease Agreement may be immediately terminated by Lessee in its sole discretion without further liability, by delivery of written notice thereof to Lessor prior to the Commencement Date for any reason resulting from Lessee's Due Diligence, or if a title report obtained by Lessee for Lessor's Real Property shows any defects of title or any liens or encumbrances which may adversely affect Lessee's use of the Premises for Lessee's intended use, or for any other or no reason. This Lease may be terminated without further liability upon thirty (30) days prior written notice as follows: (a) by either party upon a default of any covenant, condition, or term hereof by the other party, which default is not cured within sixty (60) days of receipt of written notice of default; (b) by Lessee if it does not obtain licenses, permits or other approvals necessary to the construction or operation of Lessee's Facilities ("Permits"), is unable to obtain such Permits without conditions which, in Lessee's reasonable discretion, are not standard or typical for premises where facilities as contemplated herein are located or is unable to maintain such licenses, permits or approvals despite reasonable efforts to do so. The early termination payment in this Section shall not in any way be considered as Rent or Rent offset. Other than as stated herein, Lessor and Lessee shall not have the right to terminate, revoke or cancel this Lease Agreement. 13. Condemnation. If a condemning authority takes all of Lessor's Real Property, or a portion which in Lessee's sole discretion is sufficient to render the Premises unsuitable for Lessee's ongoing operation, then this Lease shall terminate without further liability of Lessee as of the date when possession is delivered to the condemning authority. In any condemnation proceeding, each party shall be entitled to make a claim against the condemning authority for just compensation recoverable under applicable condemnation law. Sale of all or part of the Premises to a purchaser with the power of eminent domain in the face of the exercise of its power of eminent domain shall be treated as a taking by a condemning authority. 14. Insurance. Lessee shall maintain the following insurance: (1) Commercial General Liability with limits of Two Million Dollars ($2,000,000.00) per occurrence, and (2) Worker's Compensation as required by law and which requires $1,000,000.00 of employer's liability. Said policies of insurance shall name, by endorsement, the Lessor as an additional insured. All of said policies of insurance shall provide that said insurance may not be amended 4 or cancelled without providing thirty (30) days' prior written notice by certified or registered mail to Lessor. Within five (5) business days of the execution of this Lease and within at least thirty (30) days after the renewal of any such policy, Lessee shall provide Lessor with certificates of insurance evidencing the required coverages and the naming Lessor as additional insured, and shall additionally provide Lessor with a copy of the endorsements naming Lessor as additional insured. In addition, Lessee, upon reasonable notice by Lessor, shall make available for inspection by Lessor at Lessee's office, copies of said insurance policies. 15. Assignments or Transfers. Lessee shall not assign or transfer this Lease Agreement to any other person or entity in whole or in part unless the Assignee or Transferee first agrees in writing to fulfill all of the duties and obligations of the Lessee in this Lease Agreement, and the Lessor has approved in writing of the assignment or transfer, and the Lessor's City Attorney shall first approve in writing of the form of the assignment or transfer document. Notwithstanding the forgoing however, Lessee may assign this Lease Agreement upon written notice to Lessor, to any person controlling, controlled by, or under common control with Lessee, or any person or entity that acquires Lessee's business and assumes all existing, and future obligations of Lessee under this Lease. Upon such assignment, Lessee shall be relieved of all liabilities and obligations hereunder accruing thereafter and Lessor shall look solely to the assignee for performance under this Lease and all obligations accruing thereafter hereunder provided such assignee accepts such obligations in writing and is of substantially similar financial strength or credit worthiness to Lessee at the inception of this Lease. Notwithstanding anything to the contrary contained in this Lease, Lessee may assign, mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Agreement to any financing entity, or agent on behalf of any financing entity to whom Lessee (i) has obligations for borrowed money or in respect of guaranties thereof, (ii) has obligations evidenced by loans, bonds, debentures, notes or similar instruments, or (iii) has obligations under or with respect to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof. 16. Licenses and Subleases. Lessee shall have the privilege, subject to the prior written consent of Lessor, to license or sublease a portion of the Premises and the Lessee's Facilities to others for the provision of wireless communications services. Lessee may sublease space on Lessee's structures to third party providers of communications services ("Subsequent Users") in accordance with this Section, subject to those Subsequent Users: (1) obtaining all necessary permits and approvals from governmental agencies having jurisdiction, and (2) provided Lessor has negotiated a lease or license directly with the Subsequent User for its use of ground space, and (3) Lessor is granted an opportunity to review and approve the Subsequent User's Plans and Drawings which approval shall not be unreasonably withheld, conditioned or delayed, but which approval may be conditioned on Subsequent User's installation meeting Lessor's aesthetic requirements. Lessor shall be responsible for approving the location of the Subsequent User's ground equipment outside of the Premises. Lessor shall retain all rights to rental income from any Subsequent User with respect to any sublease. E 17. Nondisturbance and Quiet Enjoyment; Subordination; EstoVpel Certificates. (a) So long as Lessee is not in default under this Lease Agreement, Lessee shall be entitled to quiet enjoyment of the Premises during the term of this Lease Agreement or any Renewal Term, and Lessee shall not be disturbed in its occupancy and use of the Premises or the exercise of its rights and privileges as granted herein. (b) This Lease shall be subordinate to each and every deed of trust, mortgage or other security instrument which may now or hereafter affect Lessor's Real Property and to any renewals, extensions, supplements, amendments, modifications or replacements thereof. In confirmation of such subordination, Lessee shall execute and deliver promptly any commercially reasonable certificate of subordination that Lessor may reasonably request, provided that such certificate acknowledges that this Lease remains in full force and effect, recognizes Lessee's right to nondisturbance and quiet enjoyment of the Premises so long as Lessee is not in default under this Lease, only contains true and accurate statements and Lessee's liability shall be capped at the remaining rent under this Lease. If any mortgagee or lender succeeds to Lessor's interest in Lessor's Real Property through a foreclosure proceeding or by a deed in lieu of foreclosure, Lessee shall attorn to and recognize such successor as Lessor under this Lease provided such party similarly agrees not to disturb Lessee's occupancy and use of the Premises or the exercise of its rights and privileges as granted herein. (c) At any time upon not less than ten (10) days' prior written notice by Lessor, Lessee shall execute, acknowledge and deliver to Lessor or any other party specified by Lessor, a statement in writing certifying that this Lease Agreement is in full force and effect, if true, and the status of any continuing defaults under this Lease Agreement. 18. Indemnification. (a) Lessee's Indemnity. Lessee hereby agrees to defend, indemnify and hold Lessor and Lessor's elected and appointed officials, officers, employees, and volunteers free and harmless from and against any and all losses, claims, liabilities, damages, actions, causes of action, costs and expenses including attorney's fees and costs of court, and injuries, including personal injuries or death to the extent caused by Lessee's negligent occupation, use, operation, maintenance or repair of Lessee's Facilities at the Premises, or access over Lessor's Real Property to the Premises, except those resulting from the negligence or willful misconduct of Lessor or Lessor's Indemnities. (b) Lessor's Indemnity. Lessor hereby agrees to defend, indemnify and hold Lessee and Lessee's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors free and harmless from and against any and all losses, claims, liabilities, damages, actions, causes of action, costs and expenses (including attorney's fees and costs of court ) and injuries (including personal injuries or death) to the extent caused by Lessor's negligent use, operation, maintenance or repair of improvements on Lessor's Real Property, the use of Lessor's Real Property by other tenants or lessees of Lessor (not including public and private utility providers), or any violation of governmental regulations relating to the Premises, except those 57 resulting from the negligence or willful misconduct of Lessee or Lessee's officers, directors, partners, shareholders, employees, agents, contractors or subcontractors. (c) Special Damages. Notwithstanding any other provision of this Lease, neither Party shall be liable to the other for consequential damages, damages for lost income and profits, exemplary or punitive damages or other special damages, whether in tort, contract or equity. (d) _Survival of Indemnity Provisions. The indemnity provisions of this Section 18 shall survive the expiration, cancellation or expiration of this Lease Agreement for the length of the applicable statute of limitations term during which a claim may be filed plus 30 days, and any claims for indemnification under this Section 18 shall be brought within that period. 19. Hazardous Material. Lessee agrees that it will not use, generate, store or dispose of any Hazardous Material (as defined below) on, under, about or within the Lessor's Real Property in violation of any law or regulation. Lessor represents, warrants and agrees: (1) that neither Lessor nor, to Lessor's knowledge, any third party has used, generated, stored or disposed of, or permitted the use, generation, storage or disposal of, any Hazardous Material (defined below) on, under, about or within Lessor's Real Property in violation of any law or regulation, and (2) that Lessor will not, and will not permit any third parry to use, generate, store or dispose of any Hazardous Material on, under, about or within Lessor's Real Property in violation of any law or regulation. Lessor and Lessee each agree to defend, indemnify and hold harmless the other and the other's partners, affiliates, agents and employees against any and all losses, liabilities, claims and/or costs (including reasonable attorneys' fees and costs) arising from any breach of any representation, warranty or agreement contained in this paragraph. As used in this paragraph, "Hazardous Material" shall mean petroleum or any petroleum product, asbestos, any substance known by the state in which Lessor's Real Property is located to cause cancer and/or reproductive toxicity, and/or any substance, chemical or waste that is identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation. 20. Notices and Deliveries. Any notice or demand required to be given herein shall be made in writing and shall be sent by: (a) certified or registered mail, postage pre -paid, return receipt requested, (b) personal delivery or (c) by reliable overnight delivery service that provides proof of delivery, and shall be addressed as follows: Lessor: City of Beaumont Attn: City Manager 550 East 6th Street Beaumont, CA 92223 Lessee: Lamar Central Outdoor 24541 Redlands Boulevard Loma Linda, CA 92354 With a copy to: Gresham Savage Nolan & Tilden 7 Attn: Theodore Stream, Esq. 3750 University Avenue, Suite 250 Riverside, CA 92501-3335 Lessor or Lessee may from time to time designate any other addressees and addresses for notices or deliveries by written notice to the other parry. 21. Bankruptcy. (a) Lessor and Lessee hereby expressly agree and acknowledge that it is the intention of both parties that in the event during the term of this Lease, either parry shall become a debtor in any voluntary or involuntary bankruptcy proceeding (a Proceeding) under the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq., ("Code"), this Lease is and shall be treated as an unexpired lease of nonresidential real property for purposes of Section 365 of the Code, 11 U.S.C. § 365 (as may be amended), and, accordingly, shall be subject to the provisions of subsections (d)(3) and (d)(4) of said Section 365 (as may be amended). (b) Any person or entity to which this Lease is assigned pursuant to the provisions of the Bankruptcy Code, 11 USC §§ 101, et seq., shall be deemed without further act to have assumed all of the obligations of Lessee arising under this Lease both before and after the date of such assignment. Any such assignee shall upon demand execute and deliver to Lessor an instrument confirming such assumption. Any monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid to Lessor, shall be the exclusive property of Lessor, and shall not constitute property of the Lessee or of the estate of Lessee within the meaning of the Code. Any monies or other considerations constituting Lessor's property under the preceding sentence not paid or delivered to Lessor shall be held in trust for the benefit of Lessor and be promptly paid to Lessor. 22. Miscellaneous. (a) Severability. If any provision of this Lease is held to be invalid or unenforceable by a court of competent jurisdiction with respect to any party, the remainder of this Lease or the application of such provision to persons other than those as to whom it is held invalid or unenforceable shall not be affected, each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law, and the parties shall negotiate in good faith to amend this Lease to retain the economic effect of the invalid or unenforceable provisions. (b) Binding Effect. Each party represents and warrants that said party has full power and authority, and the person(s) executing this Lease have full power and authority, to execute and deliver this Lease, and that this Lease constitutes a valid and binding obligation of each party, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditor's rights generally and by general equitable principles (whether enforcement is sought in proceedings in equity or at law). This Lease shall be binding on and inure to the benefit of the successors and permitted assignees of the respective parties. 8 (c) Waivers. No provision of this Lease shall be deemed to have been waived by a parry unless the waiver is in writing and signed by the parry against whom enforcement of the waiver is attempted. No custom or practice which may develop between the parties in the implementation or administration of the terms of this Lease shall be construed to waive or lessen any right to insist upon strict performance of the terms of this Lease. (d) Governing, Law. Venue. This Lease shall be governed by and construed in accordance with the laws of the State of California. Sole venue for any legal claim arising hereunder shall be in the Superior Court of the State of California in Riverside County at the courthouse or in the court district closest to the Premises. (e) Attorneys' Fees and Costs. The prevailing party in any legal claim arising hereunder shall be entitled to its reasonable attorneys' fees and costs and court costs as may be awarded by the court. (f) Survival. Terms, conditions, obligations, and indemnifications of this Lease which by their sense and context survive the termination, cancellation or expiration of this Lease will so survive. (g) Entire Agreement; Amendments. This Lease constitutes the entire agreement and understanding between the parties regarding Lessee's lease of the Premises and supersedes all prior and contemporaneous offers, negotiations and other agreements concerning the subject matter contained herein. There are no representations or understandings of any kind not set forth herein. Any amendments to this Lease must be in writing and executed by duly authorized representatives of both parties. (h) No Presumptions Regarding Preparation of Lease. The parties acknowledge and agree that each of the parties has been represented by counsel or has had full opportunity to consult with counsel and that each of the parties has participated in the negotiation and drafting of this Lease. Accordingly it is the intention and agreement of the parties that the language, terms and conditions of this Lease are not to be construed in any way against or in favor of any party hereto by reason of the roles and responsibilities of the parties or their counsel in connection with the preparation of this Lease. (i) Interpretation. (1) Unless the context of this Lease clearly requires otherwise: (i) the plural and singular numbers shall be deemed to include the other; (ii) the masculine, feminine and neuter genders shall be deemed to include the others; (iii) "or" is not exclusive; and (iv) "includes" and "including" are not limiting. (2). The headings in this Lease Agreement are for reference only and are not incorporated in any term herein. 0) No Personal Liability of Officials and Employees of either PprtN -. No elected official, officer, employee, agent, or volunteer of either Party shall be personally liable 9 for any default or liability whatsoever under this Lease, except in instances of criminal negligence. (k) Public Document. Lessor is a municipal corporation under the laws of the State of California. `Lessor and Lessee acknowledge that this Lease is subject to public disclosure as specified by California Government Code § 6250 et seq., and is a "public record" within the meaning of California Government Code § 6252(e). (1) No Assurances. Execution of this Lease is completely unrelated to any and all City of Beaumont planning process(es) and all other required municipal licenses, permits, authorizations, and approvals whatsoever, including the Billboard Relocation Agreement. Execution of this Lease does not assure Lessee that it will be successful in whole or in part in securing any or all required City of Beaumont permits, or any other required permits or authorizations. Lessee is solely responsible, at its sole expense, for securing any and all required governmental authorizations to construct and to operate Lessee's Facilities. (m) Pay nient of Sums During Breach. The receipt of any sum paid by Lessee to Lessor after a breach of this Lease shall not be deemed a waiver of such breach unless expressly set forth in writing by Lessor. IN WITNESS WHEREOF, the parties have caused this Lease Agreement to be executed by their duly authorized representatives on the dates set forth below and acknowledge that this Lease Agreement is effective as of the date first above written. [ALL SIGNATURES APPEAR AT PAGE 111 10 LESSOR: CITY OF BEAUMONT a California public body, corporate and politic By: Mayo Date: / — — `I Approved as to Form: ATTEST: t B Cit Attorney By: LESSEE: LAMAR CEN' 11 Vice Pres/General Manager EXHIBIT A City Property Billboards NEW BILLBOARD SITES I. A portion of APN #419-180-024. 2. A portion of APN #418-140-32. 12 CITY ojF BEAUMONT February 6, 2014 Gresham Savage Attorney at Law Donovan Collier 550 E. Hospitality Lane Suite 300 San Bernardino, CA 92408 RE: Executed Documents Billboard Relocation Agreement and Lease of City Property Billboard Sites Dear Mr. Collier: Enclosed please find one (1) fully executed copy of the above referenced documents that were approved at the Regular City Council Meeting of January 21, 2014 Sin ly, Shelby Hanvey Administrative 6ervices Mana Deputy City Clerk Assistant to the City Manager 550 E. 6th Street • Beaumont • CA • 92223 • Phone: (951) 769-8520 • Fax: (951) 769-8526 www.d.beaumont.ca.us GRESHAM SAVAGE January 7, 2014 VIA FEDERAL EXPRESS Joe Aklufi Aklufi & Wysocki 12 Nevada Street, Suite B Redlands, CA 92373 Donovan.Collier@GreshamSavage.com • San Bernardino Office (909) 890-4499 • fax (909) 890-0687 Re: EXECUTION DOCUMENTS RECEIVED JAN - 8 2014 AKLUFI AND WYSOCKI Billboard Relocation Agreement and Lease of City Property Billboard Sites Dear Mr. Aklufi: Enclosed please find execution copies of the Billboard Relocation Agreement and Lease of City Property Billboard Sites between the City of Beaumont and Lamar Central Outdoor. If you have any questions regarding the enclosed, please do not hesitate to contact me. Very truly yours, Donovan C. Collier, of GRESHAM SAVAGE NOLAN & TILDEN, A Professional Corporation DCC:djb Enclosures i 't 550 Gast Hospitality Lane, Suite 300 • San Bernardino. California 92108 3750 University Avenue, Suite 250 • Riverside, California 02501 5.50 West C Street, Suite 1810 • San Diego, California 92101 333 South Hope Street, 35'x' Floor • Los Angeles, California 90071 Greshamsavage.com L375-077 -- 1259468.1