HomeMy WebLinkAbout2012 CON American Outdoor Advertising - Amendment #1 - Lease Site for SignageAMENDMENT TO
LEASE AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY AND
AMERICAN DIGITAL OUTDOOR, L.P.
APN 562 220 41 00
The City of National City (the "City"), a California Municipal Corporation, and American
Digital Outdoor, L.P. ("AOA"), a California Corporation, hereby amend the Lease made and entered
the 3rd day of April, 2012 as follows:
Recitals
A. Effective as of April 3, 2012 the City and AOA entered into a Lease for a vacant
parcel of land identified as Assessor's Parcel Number 562 220 41 00 (the "Parcel"),
located between the 30th Street cul-de-sac and Interstate 5.
B. The Lease sets forth terms and conditions whereby AOA will install, operate and
maintain a digital billboard on the Parcel.
C. Pursuant to the terms of the Lease AOA is obligated to obtain Caltrans and City
Permits by a date certain.
D. Despite best efforts AOA has not yet been able to obtain the Caltrans or City Permits.
E. The Lease also requires AOA to prepay rent to the City one day after securing the
Caltrans and City Permits, but no later than June 30, 2012.
F. The parties wish to amend the Lease to allow AOA additional time to obtain the
required Caltrans and City Permits.
G. In the interim AOA will deposit the rental prepayment as a sign of good faith.
H. The parties wish to select an escrow agent to accept and hold AOA's rental
prepayment in escrow, subject to the terms of the Lease.
I. The parties intend this document to memorialize their agreement and understanding.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals and promises contained herein, and
other good and valuable consideration the receipt of which is hereby acknowledged, the parties agree
as follows:
1. Creation of Escrow Account. The parties hereby amend the Lease by adopting and inserting a
new sections 3(d), 3(e) and 3(f) as follows:
3(d) Escrow Account for Rental Prepayment. The City and AOA agree to create and
establish an Escrow Account in the event that AOA is not able to secure the
issuance of the City Permits and/or Caltrans Permits on or before June 30, 2012.
The City and AOA select The Bank of New York Mellon Trust Company
("Mellon Trust") as escrow agent, and by signing below Mellon Trust accepts
appointment of escrow agent pursuant to the escrow instructions set forth below.
3(e) Escrow Instructions. In the event that the City Permits and Caltrans Permits have
not been issued, on or before June 30, 2012 AOA shall deliver to Mellon Trust as
escrow agent the rental prepayment described in section 3(c), above. Mellon
Trust shall hold the rent prepayment in escrow in a non -interest bearing account
until the occurrence of the earlier of the following events: One day after AOA is
issued both the City Permits and the Caltrans Permits, Mellon Trust shall release
to the City the rental fee payment held in escrow, subject to all of the terms and
conditions of the Lease. In the event that AOA is not able to secure issuance of
the City Permits and Caltrans Permits on or before December 31, 2012, then
AOA may exercise its right to terminate the Lease pursuant to section 6(b)(4),
below, and upon the effective date of termination, Mellon Trust shall return to
AOA the rental prepayment held in escrow.
2. Reaffirmation of Lease; Controlling Document. The City and AOA reaffirm the continuing
validity and enforceability of all other terms and conditions of the Lease and incorporate
same by reference as if set forth fully below. In the event of any conflict between the Lease
and this Amendment, the terms and conditions of this Amendment shall control.
IN WITNESS WHEREOF, the parties have executed this Amendment to the Lease effective
as of the 281'day of June 2012.
CITY i F NATIONAL CITY
on Morrison, ayor
ROVED AS TO FORM:
CIis GacitSilva
City Attorne
AMEIGITAL OUTDOOR, LP
Tom LeClair
Managing Member
THE BANK OF NEW YORK MELLON TRUST COMPANY hereby accepts appointment of and
agrees to act as escrow agent pursuant to the terms of the Lease and this Amendment.
THE BANK OF NEW YORK MELLON TRUST COMPANY
By
Its
Date
(Page 1 of 57)
LEASE AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY AND
AMERICAN DIGITAL OUTDOOR, L.P.
APN 562 220 4100
This Lease is made and entered into this 3rd day of April, 2012, by and between the City of
National City (the "City"), a California municipal corporation, and American Digital Outdoor,
L.P. ("AOA"), a California Corporation.
Recitals
A. The City owns a parcel of land, identified as Assessor's Parcel Number 562 220
41 00 [the "Parcel"], which is located adjacent to Interstate 5, a local freeway, and
is further described by legal description in Exhibit "A" to this Lease.
B. The location of the Parcel makes it suitable for the operation of a digital billboard
which could generate additional revenue for municipal purposes.
C. The City desires to lease the Parcel to an outdoor -advertising company that will
install, operate and maintain a digital billboard on it.
D. The City issued a Request for Qualifications and AOA responded to the City's
request for qualifications for a signage program.
E. AOA was found to be qualified based on extensive experience in successfully
installing, operating, and maintaining digital billboards throughout the United
States
F. AOA desires to lease the Parcel from the City for the purpose of installing,
operating, and maintaining digital billboards, and it has the requisite resources
and expertise to do so successfully.
G. AOA is also willing and able to comply with the conditions set forth in the
National City Municipal Code currently in affect and as may be in effect by future
• amendment.
AGREEMENT
NOW, THEREFORE, with these recitals in mind, the parties agree as follows:
Definitions. This section defines the terms "Business Day", "Caltrans", "Caltrans Permits",
"City Permits", "Commencement Date", "Digital Billboard", "Effective Date", "Hazardous
Substances", "include", "Lease Year", Message Center", "Operational", "Premises", "Sign
Structure", and "Term". Other terms are defined elsewhere in this Lease.
A
• (Page 2 of 57)
(a) "Business Day" means any day the City's main offices located at 1243 National
City Boulevard, National City, California, are open to the public.
(b) "Caltrans" means the California Department of Transportation.
(c) "Caltrans Permits" means all permits and approvals that AOA must obtain from
Caltrans to install, operate and maintain the Digital Billboard in accordance with
this Lease.
(d) "City Permits" means all building permits, zoning amendments, and other
permits, entitlements and agreements that the City, acting in its governmental
capacity, must issue or approve for AOA to install, operate and maintain the
Digital Billboard in accordance with this Lease. Neither this definition nor this
Lease obligate the City to issue or approve any discretionary permit, or to approve
any legislative act. The City retains all discretion in any and all approvals and/or
legislative decisions that may be needed for AOA to operate a Digital Billboard.
(e) "Commencement Date" means the first day of the first month all of the following
have occurred: the City has approved the Plans (defined in Section 5(a)), and
AOA has received all necessary governmental permits and approvals for the
Digital Billboard, including the Caltrans Permits and the City Permits, and the
sign structure and message center have been installed, is operational, and ready to
accept commercial advertising.
(f) "Digital Billboard" means the single -sided outdoor -advertising sign that AOA
will install and operate on the Premises in accordance with the criteria set forth in
Exhibit `B" to this Lease. The Digital Billboard consists of a Message Center
and a Sign Structure.
(g)
"Effective Date" means the date as of which both the City and AOA have signed
this Lease, as indicated by the dates in the signature blocks below.
(h) "Hazardous Substances" means any material or substance identified in Exhibit
"C" to this Lease.
(i)
"Include" and its variants are not restrictive. For example, "includes" means
"includes, but not limited to," and "including" means "including, but not limited
to."
(j) "Lease Year" means one of the consecutive 12-month periods during the 'Term.
The first Lease Year begins when the Initial Term begins.
(k) "Message Center" means the portion of the Digital Billboard that consists of a
single -sided digital (LED) display area used for general commercial advertising,
with the display area measuring 14 feet high and 48 feet wide. The Message
Center is more particularly described in Exhibit "B".
"Operational" means the Digital Billboard is capable, legally and functionally, of
displaying advertising on the Message Center.
2 City of National City and
American Digital Outdoor, LP
(1)
Lease Agreement
(Page 3 of 57)
(c)
(m) "Premises" or "Parcel" means the City -owned real property referenced herein as
Assessor's Parcel Number 562 220 41 00, and further described and depicted in
Exhibit "A".
(n) "Sign Structure" means the portion of the Digital Billboard other than the
Message Center, and it includes all ancillary equipment and utilities installed on
the Premises. The Sign Structure is more particularly described in exhibit 6°B".
(o)
"Term" means the entire time this Lease is in effect. As specified in Section 2, it
consists of the Initial Term, the Extended Term, and any period of holding over.
1. Lease of Premises. The City hereby leases the Premises to AOA, and AOA hereby leases
the Premises from the City, on the terms and conditions set forth in this Lease.
2. Term of Lease.
(a)
Initial Term. The "Initial Term" of this Lease commences on the 15t (first) day of
the 1'' (first) month wiien electricity is delivered to the Premises and ends 15
years after the date the Initial Term commences.
(b) Extended Term. At the end of the .Initial Tenn, AOA will have the right to extend
this Lease for an additional five (5) years upon mutually acceptable terms and
conditions, which shall be no less than those that applied during the Initial Te)ui.
To exercise its right to the Extended Term, AOA must not be in default of this
Lease, must give the City a written notice of extension no earlier than 180 days
and not later than 90 days before the Initial Term ends, and must have negotiated
a mutually acceptable monthly rent with the City. The Extended Term begins
when the Initial Term ends, and it ends five years after that date.
Expiration of Lease and Holding Over. This Lease expires automatically at the
end of the Initial Term, unless extended in accordance with Section 2(b). If this
I,ease is extended, then it expires automatically at the end of the Extended Term.
Any holding over after expiration will not constitute a renewal of this Lease, but
will be on a month -to -month tenancy on the same terms and conditions that
applied at expiration.
3. Consideration. As consideration for the rights and benefits it enjoys under this Lease,
including the use and occupancy of the Premises during the Term, AOA shall do all of
the following:
(a) Rent. Each month during the Initial Term, AOA shall pay the City the "Monthly
Rent" set forth in Schedule 1.
(I)
Monthly Rent is due and payable on the first day of each calendar month
at the address set forth for the City in Section 11(a). Any installment of
Monthly Rent that is not paid within 20 days after it is due and payable
will increase by 5%.
(2) AOA shall maintain and make available at its Phoenix office, for the
Lease Agreement 3 City of National City and
American Digital Outdoor, LP
(Page 4 of 57)
City's review and audit all contracts, leases, invoices and other records
that are relevant to the accurate determination of Monthly Rent in
accordance with Schedule 1. After the Monthly Rent for a five-year period
has been determined in accordance with Schedule 1, AOA shall retain the
related records for at least three (3) years.
(b) Business Revenue Share. In addition to the Monthly Rent payment, AOA shall
pay a business revenue share. AOA shall make this payment on the last day of the
twelfth month following the Initial Term, on an annual basis in arrears, one-third
(1/3) of the Annual Net Revenue that exceeds the annual rent, as set forth in
Schedule 1. For example, if July 1, 2012 is the commencement of the Initial
Term, then the business revenue share would be payable on July 31, 2013 and
would cover the time period of July 1, 2012 through June 30, 2013.
(c) Prepayment of Monthly Rent far Months 1 (One) through 60 (Sixty). AOA shall
prepay the first 60 months of rent on the first day following the day the building
permit from the City and the CalTrans Permit have been issued, but no later than
June 30, 2012. AOA prepayment of rent shall be discounted for present day value,
for a total discounted amount due of $450,000.
4. Use of Premises.
(a)
Condition of Premises. The City makes no representations or warranties of any
kind, express or implied, written or oral, about any of the following: the physical
condition of the Premises; the suitability of the Premises for AOA's anticipated
use; any limitations on AOA's use of the Premises, including limitations arising
from zoning laws, environmental laws, or other laws, regulations, or
governmental requirements; the costs of conducting AOA's business on the
Premises; or the condition of the soils or ground waters of the Premises. By taking
possession of the Premises, AOA accepts the Premises "as is" and acknowledges
that the Premises are satisfactory for AOA's purposes. AOA has ascertained the
condition of the Premises through its own independent investigation and has
relied solely on that independent investigation when entering into this Lease.
(b) Permitted Uses. Except as otherwise provided in Section 5(k), AOA has the
exclusive right to display outdoor advertising on the Premises. The City shall not
authorize any other off -site outdoor advertising on the Premises. AOA's exclusive
right to conduct outdoor advertising on. the Premises includes the following:
(1)
Installing, operating, maintaining, repairing, improving, repositioning
(with the City's consent), and removing the Digital Billboard on or from
the Premises when this Lease terminates.
(2) All rights of ingress and egress over the Premises that AOA needs to
access the Digital Billboard, including the right to extend utility service to
the Digital Billboard.
Lease Agreement 4 City of National City and
American Digital Outdoor, LP
(Page 5 of 57)
(c) Prohibited Uses.
(1) Hazardous Substances. AOA shall not use, handle, store, transport,
generate, release, or dispose of any Hazardous Substances on, under or
about the Premises, except as follows: AOA may use Hazardous
Substances that AOA needs to install, operate, maintain, repair, improve,
reposition, or remove the Digital Billboard in accordance with this Lease
if the City has consented in writing before the Hazardous Substances are
brought on the Premises. Within 10 days after receiving the City's written
request, AOA shall disclose in writing all Hazardous Substances then
being used on the Premises, the purpose and duration of the use, and the
manner of storage and disposal.
(2) Unlawful Activities. AOA shall not use or permit the Premises to be used
in any way that violates this Lease or any valid and applicable statute,
ordinance, regulation, rule, or order of any federal, state or local
governmental entity (including the City). AOA shall not maintain or
commit, or permit the maintenance or commission of, any public or
private nuisance as defined by any law applicable to the Premises on or
after the Effective Date. AOA hereby waives any rights to compensation it
may have if a court finds that the Digital Billboard constitutes a public or
private nuisance under any valid and applicable federal, state or local law,
and for that reason orders AOA to remove or modify the Digital Billboard
or to limit the operation of the Message Center.
Encumbrances. AOA shall not encumber the Premises or any part of the
Premises or the Digital Billboard or any part of the Digital Billboard for
any purpose without the City's prior written consent, which the City may
withhold for any reason. AOA shall keep the Premises and the Digital
Billboard free of all liens and other encumbrances other than those, if any,
to which the City consents.
(3)
(d) Unobstructed Use.
(1) The City shall not allow any landscaping or other structure to be planted
or developed on the Premises, or on immediately adjoining property
owned and controlled by the City, that would impair the visibility of the
Digital Billboard from northbound Interstate 5. AOA shall be responsible
for addressing any existing vegetation or obstruction currently located on
the Premises. City makes no warranties or representations regarding the
existing visibility of the potential Digital Billboard from northbound
Interstate 5.
(2)
If AOA notifies the City in writing that an obstruction exists, and if the
City authorized or actively caused the obstruction, then the City shall
remove or remedy the obstruction at its own cost within 15 days after
receiving the notice.
Lease Agreement 5 City of National City and
American Digital Outdoor, LP
(Page 6 of 57)
(3)
If AOA notifies the City in writing that an obstruction exists, and if the
City did not authorize or actively cause the obstruction, then the City may
remove or remedy the obstruction at its own cost within 15 days after
receiving the notice, at its sole discretion. If the City does not remove or
remedy the obstruction within the 15 days, then, at no cost to the City, and
after coordinating with the appropriate department(s) of the City, AOA
may remove the obstruction described in the notice.
(4) AOA's exercise of its rights under this Section 4(d) are in addition to any
other remedies it may have under this Lease.
(5) There may be easements for ingress and egress by other public agencies or
utilities. These easements shall not be considered obstructions. AOA
enters into this Lease subject to and in acceptance of those easements.
Installation and Operation of Digital Billboard. AOA shall install and operate the Digital
Billboard on the Premises in accordance with this Section 5 and consistent with Section
4, all at no cost to the City.
(a)
(c)
Plans and Specifications. At no cost to the City, AOA shall prepare complete
plans and specifications for the Digital Billboard, working closely with the City to
develop plans and specifications that are mutually acceptable (the "Plans"). AOA
shall submit the Plans to the City for final approval, which the City shall not
withhold unreasonably.
(b) Caltrans Permits. As soon as practicable after the Effective Date, AOA shall
apply to Caltrans for all Caltrans Permits, and the City shall cooperate with AOA
in that effort, all at no cost to the City. At its discretion, AOA may designate the
City as the permittee under the Caltrans Permits, but that designation will confer
no legal rights on City to use, encumber or transfer the Caltrans Permits, except as
may be necessary for the parties to benefit from the Digital Billboard during the
"I'crm. Upon termination of this Lease, the City shall relinquish any interest it may
have in the Caltrans Permits and execute any documents needed to confirm that
AOA is the sole owner of the Caltrans Permits. AOA shall perform all obligations
under the Caltrans Permits at no cost to the City whether AOA or the City is
designated as the permittee.
City Permits. The City shall diligently process AOA's applications for all City
Permits. This Lease does not commit the City in advance to approve the City
Permits; and this lease does not constrain the City's discretion, acting as a
government, with respect to the City Permits specifically or to the Digital
Billboard generally. The City retains all discretion in any and all approvals and/or
legislative decisions which may he related to the operation of digital billboards,
and nothing in this Lease shall be construed to constrain the City's discretion in
this regard in any way.
(d) Installation. AOA shall begin installing the Digital Billboard as soon as
practicable after the Effective Date, and shall diligently pursue installation to
Lease Agreement 6 City of National City and
American Digital Outdoor, LP
(Page 7 of 57)
completion without unnecessary interruption so that the Digital Billboard is
Operational before the 18011` day after the Effective Date. AOA will he excused,
however, for any delays in beginning or completing installation that are caused by
a Force Majeure Event, as defined in Section 11(e)(1). AOA shall use reasonable
diligence to avoid such delays and to resume work as promptly as possible after
such a delay.
(e) Ownership. AOA will own the Digital Billboard during the Term.
(f) Security Fences. Before beginning installation of the Digital Billboard, AOA
shall enclose, with a temporary security fence, the portion of the Premises AOA
needs to install, operate, maintain and repair the Digital Billboard. AOA shall
maintain the temporary security fence until AOA replaces it with a permanent
security fence that circumscribes an area coextensive with the area the temporary
fence circumscribed. AOA shall install the permanent security fence around the
Digital Billboard at the beginning of the Operations Phase, and maintain that
fenee until the end of the Term. AOA shall install and maintain the temporary and
permanent fences at no cost to the City, and shall consult with the City on each
fence's location and design. Any such fencing shall not impair any existing
easements over the Premises for ingress and egress by other public agencies,
utilities, or entities.
(g) Maintenance. At no cost to the City, AOA shall maintain the Premises and shall
maintain, repair, and improve the Digital Billboard in accordance with the highest
standards of the outdoor -advertising industry. AOA's maintenance obligation
under this Section 5(g) includes the obligation to remove promptly any graffiti
from the Premises and the Digital Billboard. AOA's obligation to improve the
Digital Billboard under this Section 5(g) includes the obligation to replace the
entire Message Center after ten years if the Message Center falls below prevailing
industry standards at that time. The City is not obligated to maintain the Premises
or to maintain or repair the Digital Billboard. If, however; AOA does not maintain
the Premises, then the City may notify AOA in accordance with Section 11(a) that
the City will perform the maintenance described in the notice if AOA does not do
so within 10 Business Days. If AOA does not perform the needed maintenance
within 10 Business Days after the notice is given, then the City may perform the
maintenance described in the notice, and AOA shall reimburse the City's costs.
(h)
Insured Damage or Destruction. This Lease will continue in full effect if the
Digital Billboard is damaged or destroyed in whole or part by any cause covered
by the fire -and -casualty insurance AOA is required to maintain under Section
10(a)(3), subject to the following:
(1)
AOA shall repair or replace the Digital Billboard at no cost to the City
using the insurance proceeds AOA receives or is entitled to receive under
the fire -and -casualty policy. AOA shall promptly apply for, and diligently
pursue the issuance of, any permits or approvals it needs to repair or
replace the Digital Billboard. Within 30 days after obtaining the necessary
permits and approvals, AOA shall begin work to repair or replace the
Lease Agreement 7 City of National City and
American Digital Outdoor, LP
(Page 8 of 57)
Digital Billboard. AOA shall complete the work within 180 days after the
work begins and shall pay any costs that exceed the available insurance
proceeds.
(2) AOA may elect not to repair or replace the Digital Billboard if:
(A) the cost to repair or replace it exceeds 50% of its fair -market value
immediately before it is damaged or destroyed; and
(B) the damage or destruction occurs:
(i)
during the last two years of the Initial Tenn (if AOA opts
not to extend this Lease under Section 2(b)); or
(ii) during the last two years of the Extended Term (if AOA
opts to extend this Lease under Section 3(b)).
(3) If AOA elects, under Section 5(h)(2), not to repair or replace the Digital
Billboard, then AOA shall --
(A) notify the City in writing of its election;
(B) use the insurance proceeds AOA receives for the damage or
destruction to remove the Digital Billboard and restore the
Premises in accordance with Section 5(1); and
(C) pay to the City half of the insurance proceeds that remain after
AOA has performed under Section 5(h)(3)(B), and this Lease will
tetminate when those proceeds are so paid.
(i) Uninsured Damage or Destruction. This Lease will continue in full effect if the
Digital Billboard is damaged or destroyed in whole or part by any cause not
covered by the fire -and -casualty insurance AOA is required to maintain under
Section 10(a)(3) if the cost to repair the damage is less than or equal to twelve
times the Monthly Rent in effect when the damage occurs. AOA shall repair the
damage at no cost to the City as soon as is reasonably practicable.
(j) Utilities. At no cost to the City, AOA shall provide and pay for all utility
connections, utility equipment, and utility service required to install, operate,
maintain, repair, improve, or reposition the Digital Billboard throughout the
Term. AOA shall coordinate with the City and San Diego Gas and Electric
("SDG&E") for utility tie-ins and electrical power sources that AOA may need to
operate the Digital Billboard.
(k) Advertising Rights. During the Term, AOA will have the exclusive right to enter
into agreements for advertising on the Digital Billboard, subject to the following:
(1) Operation of the Message Center. In operating the Message Center, AOA
shall conform to all valid and applicable laws and regulations, including
Lease Agreement 8 City of National City and
American Digital Outdoor, LP
(Page 9 of 57)
laws and regulations pertaining to outdoor advertising. AOA shall not
display any message that in the judgment of the City Manager or the City
Manager's designee:
(A) is false, misleading, or deceptive;
(B) promotes the sale or use of tobacco pmduets, or medical
marijuana, whether directly or indirectly;
(C) depicts violence or anti -social behavior or relates to illegal activity;
(D) contains `obscene matter", as that term is defined in California
Penal Code section 311 at the titne of the Effective Date, or
promotes adult entertainment;
(E) promotes or opposes a candidate for public office, or promotes or
opposes a ballot measure;
(F) holds a person or group of persons up to public ridicule, derision or
embarrassment, or defames a person or group of persons; or
(G) contains language that is obscene, vulgar, profane, or scatological,
or that presents a clear -and -present danger of causing riot, disorder
or other imminent threat to public safety, peace or order.
(I1) advertises automobile dealerships or auto malls located outside the
City of National City.
(I) advertises shopping malls located outside the City of National
City.
promotes the sale or use of alcohol for more than 25% of the
advertising time on the Digital Billboard or without a specific
warning encouraging consumers to drink responsibly.
(2) Amber Alerts and Public -Service. Messages. AOA shall make the
Message Center available to Caltrans for the purpose of displaying
"Amber Alert" messages in accordance with the Amber Alert Guidelines
set forth in Exhibit "D" to this Lease. In addition, AOA shall make the
Message Center available to Caltrans, to the City, and to other goverrunent
agencies, on a space -available basis and without cost, for the purpose of
displaying public-service messages (e.g., reports of commute times,
drunk -driving -awareness messages, reports of serious accidents,
emergency -disaster communications). Alternatively, AOA may include
such public-service messages in the body of commercial advertising. As
used in this Section 5(k)(2) and in Section 5(k)(3), "space -available basis"
means any time when AOA has not sold out the display time on the
Message Board.
(J)
Lease Agreement 9 City of National City and
American Digital Outdoor, LP
(Page 10 of 57)
(1)
(m)
(n)
(3)
City Messages. At the request of the City Manager or the City Manager's
designee, AOA shall make the Message Center available to the City, on a
space -available basis, for the purpose of displaying the City's own
commercial or noncommercial messages. The City's messages must meet
AOA's graphics -arts standards so that the messages are "camera ready", at
no cost to AOA. AOA shall duplicate (e.g., digitalize), install and display
each City message for at least 20 consecutive days at no cost to the City.
(4) City Sign. On each side of the Sign Structure, AOA shall install, operate,
maintain, and repair a City sign that faces the same direction as a display
area on the Message Center. The size and design of the City sign shall
substantially comply with the criteria set forth in Exhibit "B".
Removal of Digital Billboard. Within 60 days after the Term ends, whether the
Term expires as scheduled or is terminated early for any reason, AOA shall
remove the Digital Billboard from the Premises and shall restore the Premises to
their pre -lease condition, all at no cost to the City.
Compliance with Laws; Waiver of Compensation, During the Term and while
removing the Digital Billboard after the Term, in accordance with Section 5(1),
AOA shall do the following at no cost to the City: comply with all valid and
applicable statutes, ordinances, regulations, rules, and orders that concern the
Premises or the Digital Billboard and are enacted or issued by any federal, state or
local governmental entity with jurisdiction over the Premises or the Improvements
(including the City) whether enacted or issued before, on or after the Effective
Date.
Other potential sites. During the fist eighteen months after the Effective Date,
should the City make available a City -owned property for possible installation of
a digital billboard, AOA shall have the first opportunity to enter into negotiations
with the City to negotiate a. possible agreement for the site. City shall retain all
discretion during any such negotiations and is not under obligation to agree on
terms.
6. Early Termination.
(a) City's Termination Rights. Without prejudice to its other remedies at law or in
equity, the City may terminate this Lease, at any time and in its sole discretion,
effective 30 days after the City gives AOA written notice oftermination, if any of
the following circumstances occurs:
(I) AOA breaches its obligation to pay Monthly Rent when due and does not
cure the breach within 30 days after the City serves AOA with a written
notice of breach.
(2) AOA breaches its obligation to perform in accordance with any material
provision of this Lease other than the obligation to pay Monthly Rent and
(A) does not cure the breach within 30 Business Days after the City serves
Lease Agreement I0 City ()National City and
American Digital Outdoor, LP
(Page 11 of '57)
it with a written notice of breach; or, (B) if the breach cannot reasonably
be cured within 30 Business Days, does not begin work on a cure within
30 Business Days after the City serves it with a written notice of breach
and diligently pursue the cure to completion within 90 days after work
begins. The express designation in this Lease of a provision as "material"
does not imply that other provisions are not material.
(3) The Digital Billboard is riot Operational by the 180th day after the
Effective Date.
(b) ADA's Termination Rights. Without prejudice to its other remedies at law or in
equity, including the right to seek just compensation under the laws of eminent
domain as described in Section 8, AOA may terminate this Lease, at any time and
in its sole discretion, effective 30 days after AOA gives the City written notice of
termination, if any of the following circumstances occurs:
(1)
(2)
(3)
The view of the Message Center's display area from the portion of
Interstate 5 adjacent to the Premises is materially obstructed, and AOA did
not cause the obstruction. This Section 6(b)(1) does not apply to
obstructions covered by Section. 4(d).
AOA cannot safely use the Premises to install, operate, maintain, repair, or
improve the Digital Billboard because of a non -remediable condition, and
AOA did not cause the condition.
There is a material diversion of traffic from, or a material reduction or
change in the directional flow of traffic on, the portion of Interstate 5
adjacent to the Premises, and the diversion or disruption continues
uninterrupted for at least 24 consecutive months.
(4) Through no fault of its own, AOA cannot obtain or maintain the
governmental permits required to install, operate, maintain, repair, or
improve the Digital Billboard, including the Caltrans Permits and the City
Permits.
(5) Use of the Message Center for its intended purpose is prevented or limited
by law, or AOA is required by any court or other governmental entity, for
reasons other than eminent domain, to remove the Digital Billboard from
the Premises.
(6) The Digital Billboard is damaged by a casualty for which AOA is not
required under this Lease to carry insurance, and the cost to repair the
damage exceeds twelve times the Monthly Rent in effect when the damage
occurs.
(c) AOA's Right to Renegotiation. If any of the circumstances identified in Section
6(b) occurs, then, at its discretion and in lieu of termination, AOA may request
that the City negotiate on reducing the Monthly Rent to an amount thatreasonably
reflect the diminished value of the Digital Billboard to AOA, and on receiving the
Lease Agreement
11 City of National City and
American Digital Outdoor, LP
(Page 12 of 57)
request the City shall negotiate in good faith with AOA. The City is not required,
however, to agree on a reduction.
(d) C'ity's and AOA 's Additional Termination Rights. Without prejudice to their other
remedies at law or in equity, either party may terminate this lease if the other
party (or, for AOA, its parent company)—
(1) has an order for relief entered with respect to it, commences a voluntary
case, or has an involuntary case filed against it under any applicable
bankruptcy, insolvency, or other similar law then in effect, and the order
or case is not stayed, withdrawn, or settled within 60 days after it is
entered, commenced, or filed (11 U.S.C. § 365(e)(2)(A), as amended, or
any successor statute); or
(2) files for reorganization, becomes insolvent, or has a receiver or other
officer with similar powers appointed for its affairs in any court with
jurisdiction, whether or not with its consent (unless dismissed, bonded or
discharged within 60 days after appointment).
7. Taxes. AOA is responsible for and shall pay or otherwise discharge, without abatement
or deduction, all taxes levied on, or related to, AOA's outdoor -advertising activities on
the Premises. AOA recognizes and understands that this Lease may create a possessory
interest subject to property taxation and that AOA may be subject to the payment of
property taxes levied on such interest. AOA further agrees to pay any and all property
taxes, if any, assessed during the term of this Lease pursuant to Sections 107 and 107.1 of
the Revenue and Taxation Code against AOA's possessory interest in the lease premises.
This obligation includes payment of any —
(a) sales or similar tax on AOA's sale of advertising space on the Digital Billboard;
(b) possessory interest tax related to this Lease or to AOA's possession or use of the
Premises; and
(c) real property tax allocated to the Digital Billboard and personal property tax
levied on AOA's personal property on the Premises.
8. Eminent Domain.
(a) Definitions. The following definitions apply to this Section 8:
(1)
"Condemning Entity" means any entity that by law may exercise the
power of eminent domain to acquire possession of, and title to, any of the
following: the Digital Billboard, the entire Premises, or an Essential Part
of the Premises.
(2) "Essential Part of the Premises" means any portion of the Premises that is
reasonably necessary for installing, operating, maintaining, repairing, or
improving the Digital Billboard in accordance with this Lease.
Lease Agreement 12 City of National City and
American Digital Outdoor, LP
(Page 13 oe57)
(b) Termination Events. This lease will terminate ifa Condemning Entity acquires
the Digital Billboard, the entire Premises, or an Essential Part of the Premises—
(c)
(1)
(2)
by using the power of eminent domain; or
through negotiations under the threat of using the power of eminent
domain.
Termination Date; Rent Refund. Termination under this Section 8 will occur on
the date the Condemning Entity obtains possession of, or title to, the Digital
Billboard, the entire Premises, or the Essential Part of the Premises, whichever
occurs first, Within 15 Business Days after the termination date, the City shall
refund to AOA any pre -paid Monthly Rent for the unexpired portion of the Term;
and
(d) Compensation. If termination occurs under this Section 8, then AOA and the City
may each independently seek to recover from the Condemning Entity all
compensation and other remedies provided by law for the interests taken from
them. But the City may not seek or recover compensation for AOA's lost
interests, and AOA may not seek or recover compensation for the City's lost
interests.
9. Indemnification.
(a) Definitions. The following definitions apply to this Section 9:
(b)
(1)
"Person" is to be interpreted broadly and includes AOA and AOA's
directors, officers, employees, contractors, and agents; and, includes the
City and the City's elected officials, officers, employees, contractors, and
agents.
(2) "Liabilities" means all liabilities, claims, demands, damages, and costs
(including reasonable attorneys' fees and litigation costs through final
resolution on appeal) that arise directly or indirectly from AOA's
possession or use of the Premises.
(3)
"Occurrence" means (A) the death of, or injury to, any Person; and (13)
damage to, or destruction of, any real property, personal properly
(including intellectual property), or the environment (broadly interpreted
to include the air, soil, soil vapor, surface water, groundwater, flora, and
fauna on or about the Premises).
(4) "Secured Area" means the portion of the Premises enclosed by the
permanent security fence that AOA erects around the Digital Billboard in
accordance with Section 5(f).
General Indemnity. AOA shall indemnify, defend (with attorneys reasonably
acceptable to the City), protect, and hold the City and the City's property
(including the Premises) harmless from and against all Liabilities that arise
Lease Agreement 13 City of National City and
American Digital outdoor, LP
(Page 14 of 57)
(c)
directly or indirectly from AOA's possession or use of the Premises. AOA is
obligated under this Section 9(b) even if the City or the City's elected officials,
officers, employees, contractors, or agents reviewed, accepted, or approved the
work, materials, or activities from which the Liabilities arise. But AOA is not
obligated under this Section 9(b) to the extent the Liabilities are caused by the
sole active negligence or willful misconduct of the City or the City's elected
officials, officers, employees, contractors, or agents. AOA's obligation under this
Section 9(b) includes Liabilities arising from any of the following:
(1)
Any Occurrence on the Premises or outside the Secured .Area, but only to
the extent caused by AOA's acts or omissions.
(2) Any Occurrence inside the Secured Area.
(3) Any Occurrence that is in any way connected with any of AOA's personal
property on the Premises.
(4) Any Occurrence caused or allegedly caused by (A) any condition of the
Premises created by AOA or by any Person on the Premises with AOA's
permission; or (B) some act or omission on the Premises by AOA or by
any Person on the Premises with AOA's permission.
(5) Any Occurrence caused by, or related in any way to, work or activities
performed on the Premises or materials furnished to the Premises at the
request of AOA or any person or entity acting for AOA, or with AOA's
permission.
(6) Any Occurrence that is caused by, or related in any way to, a verbal or
nonverbal display on the Message Censer.
(7) AOA's failure to perform any provision of this Lease, to comply with any
requirement of law applicable to AOA, or to fulfill any requirement
imposed by any governmental entity (including the City when acting as a
government) on AOA or on AOA's use of the Premises.
Hazardous Substances. AOA shall indemnify, defend (with attorneys reasonably
acceptable to the City), protect, and hold harmless the City, the City's elected
officials, off cers, employees, and agents, and the City's property (including the
Premises) from and against all Liabilities that arise directly or indirectly from
either of the following:
(1) The possession, use, generation, transportation, release, threatened release,
handling, storage, or disposal by AOA or AOA's contractors of any
Hazardous Substance on or under the Premises during the Term or during
AOA's removal of the Digital Billboard in accordance with Section 5(1).,
(2) The possession, use, generation, transportation, release, threatened release,
handling, storage, or disposal by anyone other than the City or the City's
Lease Agreement 14 City of National City and
American Digital Outdoor, LP
(Page 15 of 57)
elected officials, officers, employees, contractors, or agents of any
Hazardous Substance on or under the Secured Area during the Term or
during AOA's removal of the Digital Billboard in accordance with Section
5(1). AOA is not obligated under this Section 9(c)(2) for any Hazardous
Substance that existed on or under the Premises on or before the Effective
Date unless AOA's intentional, negligent or willful misconduct causes or
exacerbates a release of the Hazardous Substance.
(d) Legal Challenges. AOA shall indemnify, defend (with attorneys reasonably
acceptable to the City), protect, and hold harmless the City and the City's elected
officials, officers, and employees in any litigation brought to challenge the
validity of this Lease, the validity of the City Permits or the Caltrans Permits, or
the validity of the City ordinances that authorize the installation and operation of
the Digital Billboard on the Premises. AOA's obligation to indemnify under this
Section 9(d) includes liability for attorneys' fees awarded to a party who
suecessfully challenges the validity of this Lease, of the City Permits or the
Caltrans Permits, or of any authorizing ordinance.
(e) Survival. AOA's obligations under this Section 9 will survive this Lease.
10. Insurance.
(a) Types of Policies. During the Term and during AOA's removal of the Digital
Billboard in accordance with Section 5(1), at no cost to the City, AOA shall
procure and maintain the following insurance policies covering AOA's possession
and use of the Premises:
(1)
A policy of comprehensive general -liability insurance providing coverage
at least as broad as that provided by ISO Form CG 0001. This policy must
(A) be issued on an occurrence basis; (B) include coverage for premises,
operations, products and completed operations, advertising injury, and
contractual liability; (C) have a combined single limit of at least
$2,000,000 for each occurrence; and (D) include a fire legal -liability limit
of $50,000 for each occurrence.
(2) A policy of automobile liability insurance providing coverage at least as
broad as that provided by ISO Form CA 0001. This policy must (A) have
a combined single limit of at least S1,000,000 for each occurrence; and (B)
cover owned, non -owned, and hired vehicles.
(3) A policy of fire and casualty insurance that insures the Digital Billboard
for its full replacement value against damage or destruction by fire or by
any of the perils commonly covered under the standard extended coverage
endorsement to lire insurance policies issued on real property in San
Diego County. In addition, during installation of the Digital Billboard, the
policy must include coverage for course of construction, vandalism and
malicious mischief, and must insure the Digital Billboard and all materials
delivered to the Premises for their full insurable value. All insurance
Lease Agreement 15 City of National City and
American Digital Outdoor, Lt'
(Page 16 of 57)
proceeds that become payable under this policy while this Lease is in
effect will be paid to AOA in trust and applied by AOA to the cost of
repairing and restoring the Digital Billboard as required by, and except as
otherwise provided in, Section 5(h).
(4) A policy of workers compensation insurance with limits at least equal to
those required by California law, and including employer liability
insurance with a limit of at least $1,000,000. This policy must include a
waiver of subrogation against the City. As an alternative to this policy, and
subject to approval by the City's Risk Management Department, AOA
may provide the City with a copy of AOA's Certificate of Consent to Self
Insure from the California Department of Industrial Relations and a
certificate showing AOA's excess -insurance limits and self -insured
retentions.
(b) Insurer Qualifications. Each policy must be issued by an insurer the California
Department of Insurance has authorized to transact business in California in the
relevant line of insurance, and the insurer must have a rating of at least "A" by
A.M. Best Company or a rating the City's Risk Management Department
determines to be substantially equivalent.
(c) Certificates of Insurance and Endorsements. Within 10 days after the Effective
Date, and afterward upon request, AOA shall provide the City with certificates of
insurance, signed by authorized representatives of the insurers, and with original
endorsements, confirming that AOA has procured and is maintaining the
insurance policies required by this Section 10. AOA shall also provide the City a
copy of all endorsements.
Lease Agreement
Notice. Each of the policies must obligate the insurer to give the City at least 30
days' advance written notice before the policy is cancelled or materially changed.
Other Requirements. The general liability and automobile liability policies must
each—
(1)
name the City and the City's elected officials, officers, employees, and
agents as additional insureds;
(2) provide that AOA's insurance coverage is primary insurance with respect
to the City and the City's elected officials, officers, employees, and agents
to the extent they are additional insureds;
(3) provide that AOA's insurance applies separately to each insured against
whom a claim is made or a suit brought, except with respect to the
applicable policy limits; and
(4) provide that the City's insurance and self-insurance are in excess of
AOA's insurance and will not contribute with it.
16 City of National City and
American Digital Outdoor, LP
(Page 17 of '57)
•
(g)
(f) Quinquennial Review. The City may revise these insurance requirements every
five years if the City reasonably determines that revision is needed to conform the
policy terms, conditions and limits with then -current insurance industry standards
for structures and real property comparable to the Digital Billboard and the
Premises. A revision will take effect 30 days after the City gives AOA notice in
accordance with Section 11(a).
No Limit on Indemnification. Nothing in this Section 11 limits AOA's obligations
under Section 9.
11. Miscellaneous.
(a) Notices. Any notice or other communication under this Lease must be in writing
and will be considered properly given and effective only when mailed or
delivered in the manner provided by this Section 11(a) to the persons identified
below. A mailed notice or other communication will be effective or will be
considered to have been given on the third day after it is deposited in the United
States Mail (certified mail and return receipt requested), addressed as set forth
below, with postage prepaid. A notice or other communication sent in any other
manner will be effective or will be considered properly given when actually
delivered. A party may change its address for these purposes by giving written
notice of the change to the other party in the manner provided in this Section
11(a).
trio the City: If to AOA:
City Manager
City of National City
1243 National. City Boulevard
National City, CA 91950-4301
American Outdoor Advertising
1702 Fast I-Iighland Avenue, Suite 304
Phoenix, AZ 58016-4666
(b) Assignments and Subleases, A party may not assign or otherwise transfer this
Lease or any interest in it, and this Lease is not assignable by operation of law,
without the other party's prior written consent, which the other party shall not
withhold, delay or condition unreasonably. An assignment or transfer of this
Lease does not occur, for purposes of this Section 11(b), if AOA merges with
another company, reorganizes its stock, or undergoes a similar corporate
restructuring, or if AOA sells any of its assets or stock. AOA may not sublease
the Premises or any part of the Premises, or the Digital Billboard or any part of
the Digital Billboard, without the City's prior written consent, which the City may
withhold or condition in its sole discretion. An assignment, transfer or sublease
made contrary to this Section 11(b) is void.
(c)
Successors and Assigns. This Lease binds and inures to the benefit of the
successors and assigns of the parties. This Section 1 1(c) does not constitute the
City's consent to any assignment of this Lease or any interest in the Lease, or to
Lease Agreement 17 City of National City and
American Digital outdoor, LP
(Page 18 of 57)
any sublease of the Premises or any part of the Premises, or to any sublease of the
Digital Billboard or any part of the Digital Billboard.
(d) The City :s Right to Enter and Inspect the Premises. The City and the City's
elected officials, officers, employees, and agents may enter upon and inspect the
Premises at any time to determine AOA's compliance with this Lease,
(e) Force Majeure.
(1) "Force Majeure Event" means a cause of delay that is not the fault of the
party who is required to perform under this Lease and is beyond that
party's reasonable control, including the elements (including floods,
earthquakes, windstorms, and unusually severe weather), fire, energy
shortages or rationing, riots, acts of terrorism, war or war -defense
conditions, acts of any public enemy, epidemics, the actions or inactions
of any governmental entity (excluding the City) or that entity's agents,
litigation, labor shortages (including shortages caused by strikes or
walkouts), and materials shortages.
(2) Except as otherwise expressly provided in this Lease, if the performance
of any act required by this Lease to be performed by either the City or
AOA is prevented or delayed because of a Force Majeure Event, then the
time for performance will be extended for a period equivalent to the period
of delay, and performance of the act during the period of delay will be
excused.
(f)
(g)
(h)
(3)
This Section 11(e) does not excuse (A) AOA's obligation to pay Monthly
Rent when due and payable; or (B) either party's obligation to perform an
act when performance is rendered difficult or impossible solely because of
that party's financial condition.
Waiver of -Breach. A party's failure to insist on strict performance of this Lease
or to exercise any right or remedy upon the other party's breach of this Lease will
not constitute a waiver of the performance, right or remedy. A party's waiver of
the other party's breach of any provision in this Lease will not constitute a
continuing waiver or a waiver of any subsequent breach of the same or any other
provision. A waiver is binding only if set forth in writing and signed by the
waiving party.
Relationship of the Parties. This Lease does not create any relationship or
association between the City and AOA other than that of landlord and tenant. For
example, and without limiting the previous sentence, this Lease does not create
between the City and AOA the relationship of principal and agent, nor does it
create a partnership or joint venture.
Attorney's Fees. The patty prevailing in any litigation concerning this Lease, the
Premises, or any improvements to the Premises (including the Digital Billboard)
Lease Agreement 18 City of National City and
American Digital Outdoor, LP
(Page 19 of 57)
(p)
will be entitled to an award by the court of reasonable attorneys' fees and
litigation costs through final resolution on appeal in addition to any other relief
that may be granted in the litigation, If the City is the prevailing party, then this
Section 11(h) will apply whether the City is represented in the litigation by the
Office of the City Attorney or by outside counsel.
(i) Severability. If a court with. jurisdiction holds any nonmaterial provision of this
Lease to be invalid, void or unenforceable, then the remaining provisions will
remain in full force.
(j) Counterparts . The parties may execute this Lease in counterparts, each of which
will be considered an original, but all of which will constitute the same lease.
(k) Memorandum of Lease. Either the City or AOA may record this Lease or a
memorandum thereof with the San Diego County Clerk/Recorder.
(I) Further Assurances. Each party shall execute all additional documents or
instruments, and take all necessary action that either party reasonably considers
necessary to carry out the proper purposes of this Lease.
(in) Time of Essence. Time is of the essence of this Lease.
(n) Interpretation. This Lease is to be interpreted and applied in accordance with
California law without regard to conflict of laws principles, except that the rule of
interpretation in California Civil Code section 1654 will not apply. Schedules 1
and 2, and Exhibits A, B, C, D, E, and F are part of this Lease.
(o) Construction. The parties acknowledge and agree that (i) each party is of equal
bargaining strength, (ii) each party has actively participated in the drafting,
preparation and negotiation of this Agreement, (iii) each such party has consulted
with or has had the opportunity to consult with its own, independent counsel and
such other professional advisors as such party has deemed appropriate, relative to
any and all matters contemplated under this Agreement, (iv) each party and such
party's counsel and advisors have reviewed this Agreement, (v) each party has
agreed to enter into this Agreement following such review and the rendering of
such advice, and (vi) any rule or construction to the effect that ambiguities are to
be resolved against the drafting party shall not apply in the interpretation of this
Agreement, or any portions hereof, or any amendments hereto.
Integration and Modification. This Lease sets forth the parties' entire
understanding regarding the matters addressed. It supersedes all prior or
contemporaneous agreements, representations and negotiations (written, oral,
express, or implied) and may be modified only by another written agreement
signed by both parties.
Lease Agrecrnent 19 City of National City and
American Digital Outdoor, LP
(Page 2e or 57)
IN WITNESS WHEREOF, the parties hereto have executed this Lease on the date and
year first above written.
CITY OF NATIONAL CITY
Ron Morrison, Mayor
A ROVED AS TO FORM:
Silva
City Attor
Lease Agreement
AMERICAN DIGITAL OUTDOOR, LP
By: /4„
LeClair
Managing Member
20 City of National City and
American Digital Outdoor, LP
(Page 21 of 57)
Schedule l
The following definitions apply in this Schedule 1:
"Gross Revenue" means all revenue AOA actually derives from the Digital Billboard,
including revenue from the display of messages and revenue from non -advertising uses of the
Digital Billboard, such as any rental AOA receives from a telecommunications company that
uses the Digital Billboard as a cell site or cell tower. This reference to a cell site tower does
not confer any right to such use, but is stated by way of example only.
"Annual Net Revenue" means the difference between the Gross Revenue that AOA actually
receives in a lease year and any commissions or fees that AOA actually pays to a bona tide
independent advertising agency (i.e., an agency not owned or co -owned or controlled or
otherwise affiliated with AOA) in connection with messages displayed on the Digital
Billboard. The amount of such a commission or fee may not exceed 16% of the revenue to
which it relates.
AOA shall pay Monthly Rent (as described in Section 3.a.) as follows:
a. Monthly Rent for months 1 through 60: The Annual Rent total shall be $102,000
(One Hundred Two Thousand Dollars) per year, paid monthly in the amount of
$8,500 (Eight Thousand Five Hundred Dollars). $8,500 is the Base Rent.
b. The first 60 (Sixty) months shall be paid in advance, as set forth in Section 3.
AOA shall pay Business Revenue Sharing (as referenced in Section 3), in addition to
Monthly Rent, as follows:
AOA shall pay one-third (1 /3) of that portion of the Annual Net Revenue that exceeds
$102,000 per year. This 1/3 shall be calculated on an annual basis in anrears.
By way of example, if Annual Net Revenue is $120,000 in a year, then the Business Revenue
Sharing would be calculated as follows: $120,000 (Annual Net Revenue "ANR") - $102,000
(Annual Rent "AR") = $18,000 which is then divided by 3 for a Business Revenue Sharing
("BRS") payable in the amount of $6,000. The formula would then be as follows: (ANR-AR)
=3=BRS
.
(Page 22 of 52)
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LEGAL DESCRIPTION
PORTIONS OF LOTS 33 & 34 AND
A POR110N OF 29TH STREET IN
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NATIONAL CITY, COUNTY OF SAN
DIEGO, STATE OF CALIFORNIA,
ACCORDING TO THE MAP
THEREOF NO. 1815, FILED IN
OFFICE OF THE COUNTY
RECORDER OF SAN DIEGO
COUNTY, DECEMBER 19, 1924
BASIS OF BEARINGS
THE BASIS OF BEARING FOR
THIS PLAT IS THE EASTERLY
RIGHT OF WAY LINE OF THE
SAN DIEGO AND ARIZONA
EASTERN RAILROAD ACCORDING
TO RECORD OF SURVEY NO.
15781 I.E. N17'43'34"W
LEGEND
INDICATES AREA TO BE VACATED
BY THE CITY OF NATIONAL CIT17`
AREA = 2,533,63 SQ. FT ±
INDICATES TRUE POINT
OF BEGINNING
THIS PLAT WAS PREPARED BY ME
OR UNDER MY DIRECTION.
PRELIMINARY
STEVEN A. BLISS PLS 5652 DATE
ENGINEERING DEPARTMENT
CITY OF NATIONAL CITY
C, LDYJ.RNU DJNO
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(Page 24 of 57)
(List of Hazardous Substances)
Exhibit C
(Page 1 of 3)
•
RESOLUTION NO. 2012 — 83
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY
AUTHORIZING THE MAYOR TO EXECUTE A LEASE AGREEMENT
BETWEEN THE CITY AND AMERICAN DIGITAL OUTDOOR, LP, ALSO
KNOWN AS AMERICAN OUTDOOR ADVERTISING, FOR LAND AT
THE END OF THE 30TH STREET CUL-DE-SAC (APN 562 220 41 00)
AS A SITE FOR THE INSTALLATION AND MAINTENANCE
OF DIGITAL OUTDOOR SIGNAGE, AND AUTHORIZING
THE CITY MANAGER TO MAKE CHANGES TO THE LEASE
THAT DO NOT CONFLICT WITH THE TERMS
WHEREAS, as a result of the RFQ process, the City has determined that
American Digital Outdoor, LP, also known as American Outdoor Advertising, is qualified by
experience and ability to install and operate a digital billboard, and American Digital Outdoor is
willing to lease land from the City and install and maintain digital outdoor signage on the site;
and
WHEREAS, the City owns a parcel of land that is located between the end of
the 30th Street cul-de-sac and Interstate 5, which is a vacant parcel (APN 562 220 41 00);
and
WHEREAS, this Lease is not a guarantee that the digital billboard can be
Installed because there are additional approvals required by various agencies that are not
subject to or committed to in this Lease Agreement; and
WHEREAS, to the extent any of the permits or requirements are discretionary,
the Lease Agreement specifically recognizes the discretion remains with the approving entity,
and is not in any way pre -committed or affected by the Lease Agreement; and
WHEREAS, a summary of the terms and conditions of the Lease are as follows:
• The term is 15 years, with an option for an additional 5 years;
• The base monthly rent is $8,500 per month for a single -sided digital
billboard facing traffic traveling northbound on Interstate 5;
• American Outdoor is responsible for pursuing any and all needed permits
with local and state agencies;
• American Outdoor is bearing all costs of installation and operation of the
digital billboard. If for whatever reason appropriate permits cannot be obtained which is not the
fault of American Outdoor, then the lease will not move forward and would terminate;
• The City receives one-third of the eamed revenue in excess of the annual
rent;
• 5 year prepayment (discounted for present day value) of monthly rent will be
a minimum of $408,000.
• The following types of advertisement are not allowed:
o Dealerships or auto malls outside of NC
o Shopping malls outside of NC
o Opposing or promoting a candidate for office or a ballot measure
(Page 3 of 3)
Passed and adopted by the Council of the City of National City, California, on April 3,
2012 by the following vote, to -wit:
Ayes: Councilmernbers Morrison, Natividad, Rios, Sotelo-Solis, Zarate.
Nays: None.
Absent: None.
Abstain: None.
AUTHENTICATED BY: RON MORRISON
Mayor of the City of National City, California
��
C erk of the o
City City National City, California
By:
Deputy
I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of
RESOLUTION NO. 2012-83 the City of National City, California, passed and adopted
by the Council of said City on April 3, 2012.
City Clerk of the City of National City, California
By:
Deputy