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HomeMy WebLinkAboutReso 143-2018 (18-831)City of South San Francisco P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco, CA City Council Resolution: RES 143 -2018 File Number: 18 -831 Enactment Number: RES 143 -2018 RESOLUTION APPROVING OF AN AMENDMENT TO THE EAST OF 101 AREA PLAN AND A RELOCATION AGREEMENT TO ALLOW FOR THE INSTALLATION OF A 60 FOOT TALL, DOUBLE FACED, DIGITAL BILLBOARD ON PROPERTY LOCATED AT 180 S AIRPORT IN EXCHANGE FOR REMOVAL OF ONE DOUBLE -SIDED BILLBOARD ALONG SAN MATEO AVE (AT LOWRIE AVE) AND ONE SINGLE -SIDED BILLBOARD ON EL CAMINO REAL NORTH OF ARROYO BLVD, TOGETHER WITH OTHER CONSIDERATIONS. WHEREAS, Outfront Media ( "Applicant ") owns or has a legal equitable interest in a property located at 180 South Airport (APN 015 -122 -050) ( "Property"); and, WHEREAS, Applicant has submitted a development proposal to construct, operate and maintain an off - premise digital message center display ( "Digital Billboard ") at the Property ( "Project "); and, WHEREAS, in order to construct and operate the Project, Applicant seeks approval of an Area Plan Amendment, a Zoning Text Amendment, Development Agreement, and Relocation Agreement; and, WHEREAS, approval of the Applicant's proposal is considered a "project" for purposes of the California Environmental Quality Act, Pub. Resources Code § 21000, et seq. ( "CEQA "); and, WHEREAS, the City Council adopted an Initial Study / Mitigated Negative Declaration ( "IS /MND ") on August 26, 2015 (State Clearinghouse number 2013062062) in accordance with the provision of CEQA and CEQA Guidelines, which analyzed the potential environmental impacts of billboards along the west side of U.S. Highway 101; and, WHEREAS, pursuant to CEQA Guidelines Section 15164, an addendum to the IS /MND was prepared for the Project ( "2018 Addendum ") which analyzed the potential environmental impacts of billboards along the east side of U.S. Highway 101 and was presented to the Planning Commission for recommendation to the City Council for approval by a separate resolution of the Planning Commission; and, WHEREAS, on June 7, 2018 the Planning Commission for the City of South San Francisco held a properly noticed public hearing, at which time interested parties had the opportunity to be heard, to review the Project and the 2018 Addendum, as well as supporting documents, at the conclusion of which the Planning Commission recommended that the City Council find that the 2018 Addendum is the appropriate environmental document and approve the Project; and, City of South San Francisco Page 1 File Number. 18 -831 Enactment Number: RES 143 -2018 WHEREAS, the City Council held a duly noticed public hearing on July 25, 2018 which was continued to September 12, 2018, to consider the 2018 Addendum, the Area Plan Amendment, Zoning Text Amendment, Development Agreement and Relocation Agreement and take public testimony; and, WHEREAS, the City Council reviewed and carefully considered the information in the 2015 IS /MND and the 2018 Addendum, and by separate resolution, finds that the 2018 Addendum is the appropriate environmental document; and, NOW,, THEREFORE, BE IT RESOLVED that based on the entirety of the record before it, which includes without limitation, the California Environmental Quality Act, Public Resources Code §21000, et seq. ( "CEQA ") and the CEQA Guidelines, 14 California Code of Regulations §15000, et seq.; the South San Francisco General Plan and General Plan EIR; the South San Francisco Municipal Code; the Project applications; the Project Plans, as prepared by RMG Outdoor Inc., dated March 29, 2017; the Clear Channel Billboard Project and Related Zoning Amendment Initial Study /Mitigated Negative Declaration, including all appendices thereto; the 2018 Addendum to Initial Study /Mitigated Negative Declaration; all site plans, and all reports, minutes, and public testimony submitted as part of the Planning Commission's duly noticed June 7, 2018 meeting, and Planning Commission deliberations; all site plans, and all reports, minutes, and public testimony submitted as part of the City Council's duly noticed July 25, 2018 meeting which was continued to September 12, 2018, and City Council deliberations; and any other evidence (within the meaning of Public Resources Code §21080(e) and §21082.2), the City Council of the City of South San Francisco hereby finds as follows: A. General Findings 1. The foregoing recitals are true and correct. 2. The Exhibits attached to this Resolution, including the Conditions of Project Approval (Exhibit A), the East of 101 Area Plan Amendment (Exhibit B), the Project Plans (Exhibit C), and the Relocation Agreement (Exhibit D) are each incorporated by reference and made a part of this Resolution, as if set forth fully herein. 3. The documents and other material constituting the record for these proceedings are located at the Planning Division for the City of South San Francisco, 315 Maple Avenue, South San Francisco, CA 94080, and in the custody of the Planning Manager. B. East of 101 Area Plan Amendment 1. The Area Plan, as proposed for amendment, implements and is consistent with the General Plan. The 1999 General Plan includes policies encouraging the City to consider opportunities for enhancement of financing tools in order to fund various economic development initiatives and to actively market South San Francisco. The Project would amend the East of 101 Area Plan to allow for the installation of new digital off-site billboards in the U.S. Highway 101 corridor subject to the removal of existing static billboards in other areas of the City, and includes provisions for additional revenue for a period of 30 City of South San Francisco Page 2 File Number: 18 -831 Enactment Number: RES 143 -2018 years, subject to the terms of the Project entitlements including the proposed Development Agreement and Relocation Agreement. Further, approval of the Project, including the proposed Development Agreement and Relocation Agreement, will not impede achievement of, and is consistent with, applicable General Plan policies. 2. The Area Plan, as proposed for amendment, implements and is consistent with other provisions of the East of 101 Area Plan, which the General Plan identifies as the guide for detailed implementation of General Plan policies. Policy LU -1 states that developments should be evaluated based on their merits and the net benefits they will provide to the East of 101 Area and the City as a whole. The Project requires an amendment to the East of 101 Area Plan to allow for the installation of new digital off -site billboards in the U.S. Highway 101 corridor subject to the removal of existing static billboards in other areas of the City, and includes provisions for additional revenue to the City for a period of 30 years, subject to the terms of the Project entitlements including the proposed Development Agreement and Relocation Agreement. In addition, the proposed Project is consistent with the Design Policies of the East of 101 Area Plan. 3. The Area Plan, as proposed for amendment, will not be detrimental to the public interest, health, safety, convenience, or welfare of the City, because the amendments would allow for new off -site digital commercial billboards only on parcels immediately adjacent to Highway 101, only upon approval of a relocation agreement, and would not otherwise revise the prohibition on new static billboards in the East of 101 area. Any revisions to existing billboard signage would continue to be required to be developed in conformance with the applicable standards included in Chapter 20.110 (Employment Districts) and Chapter 20.360 (Signs). 4. The Area Plan, as proposed for amendment, is physically suitable for the type and intensity of the land use being proposed, because the amendments would allow for new off -site digital commercial billboards only on parcels immediately adjacent to Highway 101, upon approval of a relocation agreement. The presence of a billboard on such parcels would not preclude the allowance of land uses permitted within any of the respective zoning districts. C. Relocation Agreement 1. Approval and execution of the Relocation Agreement will accomplish the purposes of Chapter 20.360 better than the status quo of existing billboards that currently exist. 2. The Digital Billboard is located within a property located at 180 South Airport Boulevard (APN 015- 122 -050), which is within the Freeway Commercial zoning district, which is a non - residential district, and is immediately adjacent to U.S. Highway 101. 3. The Applicant and City have negotiated a Development Agreement to allow the installation of the Digital Billboard with two billboard faces at the Property, and the removal of the existing double -faced billboard at 21 San Mateo Avenue and the existing single -face billboard at 1340 El Camino Real. City of South San Francisco Page 3 File Number: 18 -831 Enactment Number: RES 143 -2018 4. Installation of the Digital Billboard will advance adopted policies contained in the General Plan and East of 101 Area Plan, including maximizing the City's financing tools and actively marketing South San Francisco. 5. The Digital Billboard is operated in accordance with the operating standards set forth in Section 20.360.006(Q), because the project has been evaluated against, and found to be consistent with, each of the ten operating standards. NOW, THEREFORE, BE IT FURTHER RESOLVED that subject to the Conditions of Approval, attached as Exhibit A to this resolution, the City Council of the City of South San Francisco hereby makes the findings contained in this Resolution, and adopts the East of 101 Area Plan Amendments, as set forth in Exhibit B, attached hereto. BE IT FURTHER RESOLVED that subject to the Conditions of Approval, attached as Exhibit A to this resolution, the City Council hereby approves the Relocation Agreement between the City of South San Francisco and Outfront Media, LLC attached hereto as Exhibit D, incorporated herein by reference. BE IT FURTHER RESOLVED that the City Council further authorizes the City Manager to execute the Relocation Agreement on behalf of the City, in substantially the form attached as Exhibit D, and to make revisions to such Agreements, subject to the approval of the City Attorney, which do not materially or substantially increase the City's obligations thereunder. Be it further resolved that the approvals stated herein are conditioned upon the City Council's adoption of the Zoning Ordinance Chapter 20.360 Signs Amendments and the approval and execution of the Development Agreement between the City of South San Francisco and Outfront Media, LLC. BE IT FURTHER RESOLVED that this Resolution shall become effective immediately upon its passage and adoption. sa At a meeting of the City Council on 9/12/2018, a motion was made by Pradeep Gupta, seconded by Mark Addiego, that this Resolution be approved. The motion passed. Yes: 4 Mayor Normandy, Mayor Pro Tem Matsumoto, Councilmember Gupta, and Councilmember Addiego Absen City of South San Francisco Page 4 DRAFT CONDITIONS OF APPROVAL P17-0065: ZA17-0005, DA17-0003 and GPA17-0003 OUTFRONT MEDIA DIGITAL BILLBOARD – 180 S AIRPORT (As recommended by Planning Commission on June 7, 2018) A) Planning Division requirements shall be as follows: 1. The applicant shall comply with the Planning Divisions standard Conditions and Limitations for Commercial, Industrial, Mixed-Use and Multi-Family Residential Projects. 2. The construction drawings for the Project shall substantially comply with the City Council approved plans, prepared by RMG Outdoor Inc., dated March 29, 2017, as amended by the conditions of approval. 3. The developer shall comply with all applicable mitigation measures outlined in the Mitigation Monitoring and Reporting Program and the Clear Channel Billboard Project and Related Zoning Amendment IS/MND. Prior to issuance of a building permit the applicant shall prepare a checklist outlining mitigation measures and status of implementation, for review and approval by the Chief Planner or designee. 4. Prior to issuance of any building or construction permits for grading improvements, the applicant shall submit final grading plans for review and approval by the City Engineer and Chief Planner. Planning Division contact: Billy Gross, Senior Planner, (650) 877-8535 GENERAL PLAN AMENDMENTS FOR EAST OF 101 AREA PLAN POLICIES The proposed General Plan Amendments provide recommended policy updates to the City of South San Francisco’s existing East of 101 Area Plan, including design element policies upon which proposed Billboard measures and actions are based. The General Plan Amendments include edits and additions to existing text and policies in the following elements:  Land Use The proposed East of 101 Area Plan Amendments are provided in the attached document in redlined format. East of 101 Area Plan Chapter 8: Design Element – Section C. East of 101 Area-Wide Design Policies Subsection 6. Billboards As shown in Figure B, the billboards and advertising signs in the East of 101 Area create a visual barrier and negative first impression, especially for viewers travelling north on Highway 101. Removal of these signs should be encouraged and no additional signs shall be allowed. Funds are available in some cases through Caltrans to aid in financing removal costs, provided that cities make regulations prohibiting future-sign replacement. The following design policies encourage the removal of billboards from the East of 101 Area. Policy DE-32. No new off-site static commercial advertising signs or billboards shall be permitted in the East of 101 Area. New off-site digital commercial billboards may be permitted on parcels immediately adjacent to Highway 101, only upon approval of a Relocation Agreement. Existing static and digital billboards may be renovated, replaced or relocated, only if the City finds that the change would improve the visual character of the billboard and area. Policy DE-33. The City should work to remove all existing off-site static commercial advertising signs and billboards from the East of 101 area. ON L Y ON L Y LAND SURVEYING   GEOGRAPHIC INFORMATION SYSTEMS CHAPPELL SURVEYING SERVICES CSS680 ESTHER WAY OAKDALE, CA, 95361 PHONE: (209) 845 9694 FAX: (209) 845 9654 [email protected] SOUTH AIRPORT BOULEVARD FOR OUTFRONT MEDIA SITE PLAN FOR DIGITAL BILLBOARD OTAD\54217\1278186.7 Page 1 of 19 BILLBOARD RELOCATION AGREEMENT BETWEEN THE CITY OF SOUTH SAN FRANCISCO AND OUTFRONT MEDIA LLC. This Billboard Relocation Agreement (“AGREEMENT”) is made and entered into as of this __________________, 2018, by and between the City of South San Francisco, a municipal corporation (“CITY”), and Outfront Media LLC, a Delaware limited liability company (“OUTFRONT”) (collectively the “Parties”). RECITALS (A) WHEREAS, OUTFRONT has proposed to remove those certain billboards located within the City of South San Francisco commonly described and shown by maps in Exhibit “A,” entitled “Removed Billboards,” attached hereto and incorporated herein by this reference (hereafter the “REMOVED BILLBOARDS”); and, (B) WHEREAS, CITY is willing to allow OUTFRONT to construct, operate, repair and maintain a new, off-premise digital message center display including two Digital Displays (as defined below) arranged in a V-shape configuration, supporting structures, service ladders, underground utilities, fixture connections, electrical supply and connections, panels, signs, lights, electronics, copy and any additional equipment, appurtenances, and accessories necessary for the operation of the digital message center display (collectively, the “DIGITAL BILLBOARD”), where the Digital Billboard’s digital message center displays have the following dimensions: a display face size of forty-eight feet (48’) wide and fourteen feet (14’) high (the “DIGITAL DISPLAYS”) with an elevation of sixty feet (60’) above the adjacent freeway grade. The exact specifications of the DIGITAL BILLBOARD are set forth in Exhibit “B” attached hereto. The DIGITAL BILLBOARD will be constructed at the property located at 180 South Airport Boulevard (APN 015-122-070), which is further described and depicted in Exhibit “C” (the “PROPERTY”). Such DIGITAL BILLBOARD will also be constructed pursuant to and in accordance with the terms and conditions of Chapter 20.360 of the City of South San Francisco Municipal Code, as amended pursuant to Zoning Amendment No. ______________ (the “ZONING CODE AMENDMENT”), and the City’s East of 101 Area Plan, as amended pursuant to General Plan Amendment No. ______________ (the “AREA PLAN AMENDMENT”); and, (C) WHEREAS, in consideration for the removal of the REMOVED BILLBOARDS in accordance with the terms of this AGREEMENT, the benefits derived by the CITY from the construction, operation and maintenance of the DIGITAL BILLBOARD, including the promotion of business and commerce within the CITY, which construction, operation and maintenance are specifically permitted and encouraged by Section 5412 and Section 5443.5 of the California Outdoor Advertising Act (Bus. and Prof Code § 5200 et seq.), and the CITY’s sign regulations, and for valuable consideration more fully set forth herein and in the development agreement attached as Exhibit “D” hereto (“DEVELOPMENT AGREEMENT”) related to the DIGITAL BILLBOARD , CITY will grant OUTFRONT the right to construct, operate and maintain the DIGITAL BILLBOARD as provided in this AGREEMENT; and, OTAD\54217\1278186.7 Page 2 of 19 (D) WHEREAS, the DIGITAL BILLBOARD together with the removal of the REMOVED BILLBOARDS, ZONING CODE AMENDMENT, AREA PLAN AMENDMENT, DEVELOPMENT AGREEMENT, and this AGREEMENT are collectively referred to herein as the DIGITAL BILLBOARD PROJECT; and, (E) WHEREAS, CITY has made the following findings under its police and regulatory powers regarding the DIGITAL BILLBOARD PROJECT: that the construction, operation, repair, and maintenance of the DIGITAL BILLBOARD as proposed and as more-fully described and depicted in Exhibits B, C and E, are in compliance with all CITY regulations, plans and codes, as amended by the ZONING CODE AMENDMENT and AREA PLAN AMENDMENT; and that the DIGITAL BILLBOARD will not unreasonably interfere with traffic sight distances, nearby residences or traffic flow; and, (F) WHEREAS, the DIGITAL BILLBOARD PROJECT is contingent upon approvals from the California Department of Transportation (“CalTrans”); and, (G) WHEREAS, OUTFRONT shall take down the REMOVED BILLBOARDS prior to commencing live operations of the DIGITAL BILLBOARD PROJECT; and, (H) WHEREAS, CITY has prepared an Addendum to the Initial Study and Mitigated Negative Declaration (“ADDENDUM TO THE NEGATIVE DECLARATION”) pursuant to the California Environmental Quality Act. On August 26, 2015, the City adopted the 101 Terminal Court Initial Study and Mitigated Negative Declaration (File No. ND12-0002), and on __________ [date] the City prepared, posted, considered, and adopted the ADDENDUM TO THE NEGATIVE DECLARATION, which confirms based on substantial evidence that the DIGITAL BILLBOARD PROJECT, as more fully described in this AGREEMENT, would not have the potential for any significant environmental impacts; and, (I) WHEREAS, CITY on ____________ [date] approved OUTFRONT’s application for the DIGITAL BILLBOARD PROJECT upon terms and conditions set forth in such approval; and, (J) WHEREAS, the City Council of South San Francisco has found that this AGREEMENT, and the construction, operation and maintenance of the DIGITAL BILLBOARD PROJECT as provided for herein, meet the requirements of the City’s Municipal Code, as amended by the ZONING CODE AMENDMENT, are consistent with the City’s General Plan, including the East of 101 Area Plan, as amended by the AREA PLAN AMENDMENT and all other applicable regulations, codes and plans, and will preserve and promote the public health, safety and welfare; and, (K) WHEREAS, the City’s Planning Commission has conducted a duly noticed public hearing on the DIGITAL BILLBOARD PROJECT; and, (L) WHEREAS, on _____________ [date], after conducting duly noticed public hearings, OTAD\54217\1278186.7 Page 3 of 19 the City Council approved the ADDENDUM TO THE NEGATIVE DECLARATION, introduced and conducted a first reading of ordinances approving the ZONING CODE AMENDMENT and DEVELOPMENT AGREEMENT (the “ORDINANCES”), adopted and approved the AREA PLAN AMENDMENT, and otherwise approved the DIGITAL BILLBOARD PROJECT; and, (M) WHEREAS, on _____________ [date] the City Council conducted a second reading of the ORDINANCES, and adopted the ORDINANCES and on ___________ [date] the ZONING CODE AMENDMENT and DEVELOPMENT AGREEMENT became effective; and, (N) WHEREAS, this AGREEMENT will serve the public interest by allowing the CITY to continue its development in a planned manner and promoting business and commerce within the CITY, and will result in an overall reduction of billboards along the surface streets in the CITY. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by both Parties, the Parties hereto agree as follows: SECTION 1. RECITALS AND EXHIBITS. The foregoing recitals are true and correct, express the intent of the Parties, and are incorporated herein as contractual terms. All exhibits to this AGREEMENT are essential to this AGREEMENT and are hereby deemed a part hereof. SECTION 2. OUTFRONT AND CITY AUTHORITY AND STATUS. A. OUTFRONT hereby represents and warrants for the benefit of CITY all of the following: 1. That the information provided by OUTFRONT in this AGREEMENT is true and accurate to the best of OUTFRONT’s knowledge after a diligent inquiry; and, 2. That OUTFRONT is a duly organized, validly existing corporation, and is in good standing under the laws of its place of incorporation and is in good standing in the State of California; and, 3. That OUTFRONT’s signatory to this AGREEMENT is authorized by resolution, bylaws, constitution or other authorization of OUTFRONT, which resolution, bylaw, constitution or other authorization is currently in full force and effect, to execute this AGREEMENT on OUTFRONT’s behalf and bind OUTFRONT thereby; and, 4. That OUTFRONT has legal or equitable interest in the PROPERTY sufficient to construct, operate and maintain the DIGITAL BILLBOARD at that location; and, OTAD\54217\1278186.7 Page 4 of 19 5. That OUTFRONT is duly authorized to perform or to cause to be performed all of the obligations of OUTFRONT, or OUTFRONT’s contractors, subcontractors or other agents, under and in accordance with the terms and conditions of this AGREEMENT. B. CITY hereby represents and warrants for the benefit of OUTFRONT all of the following: 1. That the information in this AGREEMENT is true and accurate to the best of CITY’s knowledge after a diligent inquiry; and, 2. That CITY’s execution of this AGREEMENT is authorized by resolution, which resolution, is currently in full force and effect, to execute this AGREEMENT on the CITY’s behalf and bind the CITY thereby; and, 3. That the CITY is duly authorized to perform or to cause to be performed all of the obligations of CITY under and in accordance with the terms and conditions of this AGREEMENT. SECTION 3. EFFECTIVE DATE OF AGREEMENT. The effective date of this AGREEMENT shall be the later of the effective date of the resolution approving this AGREEMENT and the effective date of the two ORDINANCES (the “EFFECTIVE DATE”). This AGREEMENT shall not take effect unless all three approvals are effective. SECTION 4. TERM OF AGREEMENT/EARLY TERMINATION. A. The term of this AGREEMENT shall commence on the EFFECTIVE DATE and end on the date which is thirty (30) years after the COMMENCEMENT DATE (as hereinafter defined). The “COMMENCEMENT DATE” shall be the Commencement Date under the DEVELOPMENT AGREEMENT attached as Exhibit “D” hereto. B. This AGREEMENT may be terminated early by OUTFRONT in the following circumstances: i. OUTFRONT loses its legal or equitable in the respective Property; ii. A legal challenge is filed that challenges this Agreement or any governmental approvals, permits, leases, and licenses necessary for the Project (the “APPROVALS”); iii. In OUTFRONT’s reasonable discretion, OUTFRONT is unable to obtain the requisite APPROVALS within 180 days of the EFFECTIVE DATE; iv. If OUTFRONT is prevented by law or government order or action from constructing, operating, or maintaining the DIGITAL BILLBOARD, or otherwise implementing the Project, including but not limited to by the failure of OTAD\54217\1278186.7 Page 5 of 19 government agencies to issue all APPROVALS or a governmental agency’s decision to condemn the Property; or v. A significant obstruction of a display occurs due to a circumstance beyond OUTFRONT’s control. C. This AGREEMENT may be terminated early by CITY in the following circumstances: i. OUTFRONT fails to pay any sum due under this AGREEMENT or the DEVELOPMENT AGREEMENT, subject to default procedures set forth in the aforesaid agreements; or ii. OUTFRONT fails to comply with any of its obligations pursuant to this AGREEMENT or the DEVELOPMENT AGREEMENT, subject to default procedures set forth in the aforesaid agreements. Notwithstanding the above, nothing in this Agreement shall operate as a waiver of any rights OUTFRONT might have to just compensation and other remedies provided by law. Upon the expiration or earlier termination of this AGREEMENT, i. All entitlements and obligations associated with the DIGITAL BILLBOARD PROJECT shall immediately terminate, ii. OUTFRONT shall forfeit any sums already paid to CITY during the year in which termination or expiration has occurred and shall not be entitled to any reimbursement, iii. OUTFRONT shall, at its sole cost and expense, remove the above-ground portions of the DIGITAL BILLBOARD within ninety (90) days, unless OUTFRONT and CITY have entered into a subsequent written agreement, upon terms mutually acceptable to both Parties, that allows the DIGITAL BILLBOARD to remain. iv. The associated DEVELOPMENT AGREEMENT will terminate within thirty (30) days of such termination or expiration of this AGREEMENT, except for the Parties’ obligations pertaining to indemnification, hold harmless, and insurance, which shall survive any termination of either this AGREEMENT or the DEVELOPMENT AGREEMENT. Notwithstanding anything else in this AGREEMENT, this Section 4 shall survive any termination or expiration of this AGREEMENT. OTAD\54217\1278186.7 Page 6 of 19 SECTION 5. BILLBOARD REMOVAL. The Parties hereto acknowledge and agree that OUTFRONT will permanently remove the REMOVED BILLBOARDS within 180 days of OUTFRONT’s receipt of all required APPROVALS and such APPROVALS becoming final, irrevocable, and unappealable. Consistent with the above, the Parties agree that OUTFRONT may toll the demolition and removal of the REMOVED BILLBOARDS in the event that there is a legal challenge to this AGREEMENT or to any APPROVAL. The tolling period shall last until the date upon which any legal challenge is resolved such that OUTFRONT may proceed with full implementation of the DIGITAL BILLBOARD PROJECT, unless this AGREEMENT is terminated as set forth in Section 4 of this AGREEMENT, in which case the obligation to demolish and remove the REMOVED BILLBOARDS become null and void. Except as otherwise provided in this AGREEMENT, upon removal of the REMOVED BILLBOARDS, any right, title and interest therein or right to place a billboard, whether by lease, license or other right, at the location of the REMOVED BILLBOARDS shall be forever terminated and shall not be or have been assigned, transferred or given to any other entity, affiliate, subsidiary, person or party by OUTFRONT. Notwithstanding anything to the contrary, OUTFRONT understands and agrees that under no circumstances may OUTFRONT commence live operations of the DIGITAL BILLBOARD PROJECT until the REMOVED BILLBOARDS have been removed as contemplated in Section 5 of this Agreement. SECTION 6. BILLBOARD CONSTRUCTION. The Parties hereto acknowledge and agree that OUTFRONT may construct, operate and maintain the DIGITAL BILLBOARD at the location described in Exhibit B, that the DIGITAL BILLBOARD shall be constructed to the specifications outlined in Exhibit C, and that OUTFRONT will at all times operate and maintain the DIGITAL BILLBOARD in compliance with this AGREEMENT, the DEVELOPMENT AGREEMENT and all applicable state and local laws. OUTFRONT acknowledges and agrees that the design of the DIGITAL BILLBOARD will be constructed substantially in conformance with the design depicted in attached Exhibit E. SECTION 7. OUTFRONT’S RIGHTS AND OBLIGATIONS. A. OUTFRONT obligations under this AGREEMENT are contingent upon (i) OUTFRONT receiving all required APPROVALS, including but not limited to APPROVALS from Caltrans and the CITY; and (ii) the foregoing APPROVALS being final, irrevocable, and unappealable. B. CITY agrees that it will reasonably assist OUTFRONT in connection with any APPROVALS required from the CITY and Caltrans, and any other governmental agencies, but OUTFRONT understands and agrees that the obligation and burden of obtaining said APPROVALS is solely an obligation and burden of OUTFRONT. C. Provided that OUTFRONT submits all necessary documentation satisfactory to CITY, CITY will use reasonable efforts to timely issue all APPROVALS necessary for OTAD\54217\1278186.7 Page 7 of 19 OUTFRONT’s timely compliance with this AGREEMENT including, but not limited to, construction of the DIGITAL BILLBOARD and permanent removal of the REMOVED BILLBOARDS. D. OUTFRONT may replace a DIGITAL DISPLAY on the DIGITAL BILLBOARD with a static billboard face from time to time in OUTFRONT’s sole and absolute discretion. E. OUTFRONT shall pay, up to eighty thousand dollars ($80,000), for all reasonable CITY costs for CITY staff and consultants incurred to process CITY APPROVALS. OUTFRONT has made an initial payment of twenty-five thousand, seven hundred and fifty dollars ($25,750), and shall pay future costs upon receipt of invoice, subject to the foregoing cap, i.e. up to fifty-four thousand, two hundred and fifty dollars ($54,250). Any delay caused by the CITY in its issuance of APPROVALS shall not result in a default or failure of performance by OUTFRONT for the period of time delay caused by CITY. OUTFRONT’s obligations to pay for customary permit fees pursuant to Section 7(a) of the Development Agreement and its obligations to pay legal fees and costs pursuant to Sections 9, 15 and 20 of the Development Agreement are not included in the calculation of the eighty thousand dollar ($80,000) cap discussed in this section. F. As long as OUTFRONT operates a DIGITAL DISPLAY on the DIGITAL BILLBOARD, OUTFRONT shall agree to use one (1) guaranteed spot in a standard rotation on one Digital Display for four (4) “blocks” of time, during each calendar year following the COMMENCEMENT DATE to display CITY-sponsored event announcements and non-commercial public service announcements to promote the civic interests of the CITY (“CITY MESSAGES”) with no charge for advertising space. Each “block” will consist of one (1) advertising spot of no greater than eight (8) seconds in the standard rotation of eight (8) spots on one Digital Display, where such CITY MESSAGES shall be so displayed for two (2) weeks in duration (collectively, the “Two- Week Advertising Spot”). The City shall be limited to one (1) Two-Week Advertising Spot for each calendar quarter. The blocks of time are subject to the following conditions and parameters: (i) The CITY shall provide the requested time periods to OUTFRONT for the following year prior to November 1 of the preceding year. CITY shall be responsible for providing OUTFRONT with its CITY MESSAGES and for any costs associated with providing OUTFRONT associated artwork in acceptable format, and will be subject to OUTFRONT’s standard advertising copy rejection and removal policies which allow OUTFRONT the right in its sole discretion to approve or disapprove copy and remove copy once posted or displayed. If OUTFRONT rejects or removes CITY MESSAGES, OUTFRONT will give CITY a reasonable opportunity to revise CITY MESSAGES and resubmit them to OUTFRONT in order to ensure CITY is granted its four (4) blocks of time per calendar year. (ii) The CITY shall not charge for, or exchange goods or services for, any sign space granted on the DIGITAL DISPLAYS. OTAD\54217\1278186.7 Page 8 of 19 (iii) The CITY must submit “camera ready art” utilizing formats and protocols acceptable to OUTFRONT from time to time or pay production costs. All copy shall be submitted to OUTFRONT at least ten (10) business days in advance. (iv) If at any time in the future OUTFRONT removes the DIGITAL DISPLAY(s) from the sign structure or OUTFRONT is unable to operate the DIGITAL DISPLAY(s), for any reason, the advertising spot commitments in this section shall be automatically terminated and rendered null and void, and OUTFRONT shall be under no obligation whatsoever to provide the City with any type of free advertising space. However, at any time OUTFRONT operates the Digital Display(s) with electronic/digital technology, the advertising spot commitment shall remain in place. (v) It is expressly understood and agreed that CITY MESSAGES may not include any names, logos or marks associated with any third party non-governmental person or entity or any products or any services associated with any third party non-governmental person or entity. (vi) Any unused space will be forfeited and shall not roll over. In the event CITY does not provide OUTFRONT with a space request for the following year by November 1 of the prior year, or in the event the CITY fails to use any space, nothing herein shall be deemed to prevent or prohibit OUTFRONT from using such spots for promoting OUTFRONT’S business, promoting charitable enterprises, or from actively seeking advertisers for unsold or unused spots, even though that may result in the shortening of advertising time that would otherwise have been available to the CITY under this AGREEMENT. (vii) In addition to the guaranteed space described above, OUTFRONT also agrees to provide the CITY with one spot in a standard eight spot rotation during periods other than the two week periods when the CITY has a guaranteed spot, on a space available basis and provided that such spots may be pre-empted by OUTFRONT for any reason, including without limitation the use of such spots for promoting OUTFRONT’S business, promoting charitable enterprises, or from actively seeking advertisers for such spots. (viii) Notwithstanding anything else in this AGREEMENT, the CITY shall and hereby does agree to indemnify, defend and hold harmless OUTFRONT for, from and against, any claims, costs (including, but not limited to, court costs and reasonable attorneys’ fees), losses, actions or liabilities arising from or in connection with any third party allegation concerning any CITY MESSAGE, including but not limited to a claim that any portion of any CITY MESSAGE infringes or violates the rights, including, but not limited to, copyright, trademark, trade secret or any similar right, of any third party. This indemnity shall not include an obligation for CITY to be responsible for compensating OUTFRONT for any lost profits or consequential damages or any similar remedy that Outfront may assert against any third party. Notwithstanding anything else in this AGREEMENT, this Section OTAD\54217\1278186.7 Page 9 of 19 7(F)(viii) shall survive any termination or expiration of this AGREEMENT. G. OUTFRONT shall pay customary permit fees, fees imposed pursuant to the DEVELOPMENT AGREEMENT and any applicable gross receipts tax, in the event the CITY enacts such a tax. No additional fees, mitigations, conditions, exactions, dedications, fees or otherwise, whether adopted through the exercise of police power, the taxing power or any other authority, shall be imposed by CITY with respect to the construction, operation, repair, or maintenance of the DIGITAL BILLBOARD except as provided for herein. Notwithstanding anything to the contrary, no fee or permit shall be required for any change of copy in connection with the DIGITAL BILLBOARD. H. If any person or entity not a party to this AGREEMENT initiates any legal or equitable action or proceeding to challenge the validity of any provision of this AGREEMENT or the validity or implementation of the permits and approvals for the DIGITAL BILLBOARD or of the ADDENDUM TO THE NEGATIVE DECLARATION, the Parties shall promptly notify the other Party of such claim and each party shall cooperate with the efforts of OUTFRONT to defend such action or proceeding. OUTFRONT agrees to pay all reasonable costs and expenses, including reasonable legal costs and reasonable attorney’s fees incurred in connection therewith, as set forth in more detail in Section 11 of this AGREEMENT. CITY will not voluntarily assist the opposing party in any such claim or take any position adverse to OUTFRONT in connection with such claim. In the event that any person or entity not a party to this AGREEMENT initiates any legal or equitable action or proceeding to challenge the validity of any provision of this AGREEMENT, during the pendency of such action, OUTFRONT shall have the option to return any DIGITAL DISPLAY to a conventional non-digital display and CITY shall not be entitled to claim any lost revenues or damages as a result of such election by OUTFRONT. SECTION 8. RELATIONSHIP OF PARTIES. Under no circumstances shall this AGREEMENT be construed as one of agency, partnership, joint venture or employment between OUTFRONT and the CITY. Each party acknowledges and agrees that it neither has, nor will it give the appearance or impression of having, any legal authority to bind or commit the other Party in any way, notwithstanding that this AGREEMENT is binding on and between the Parties. SECTION 9. INSURANCE REQUIREMENTS. A. General Liability Insurance. During the term of this AGREEMENT, OUTFRONT shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than Five Million Dollars ($5,000,000) per occurrence for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The general liability policy so maintained by OUTFRONT shall be primary and OTAD\54217\1278186.7 Page 10 of 19 non-contributory, and be endorsed using Insurance Services Office form CG 20 10 to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policy. B. Workers’ Compensation Insurance. During the term of this Agreement, OUTFRONT shall maintain Workers’ Compensation insurance for all of OUTFRONT’s employees working on the DIGITAL BILLBOARD PROJECT site. In addition, OUTFRONT shall require each contractor and subcontractor engaged by OUTFRONT for work on the DIGITAL BILLBOARD PROJECT site to provide Workers’ Compensation insurance for its respective employees working at the DIGITAL BILLBOARD PROJECT site. C. Evidence of Insurance. Prior to City Council approval of this AGREEMENT, OUTFRONT shall furnish the CITY satisfactory evidence of the insurance required in Sections 9(a) and 8(b) and evidence that the carrier will endeavor to give the CITY thirty (30) days’ (ten (10) days for non-payment of premium) prior written notice in the event coverage is substantially changed, canceled, or non-renewed. Further, an endorsement must be attached to all policies stating that coverage is primary insurance with respect to the CITY and its officers, officials, employees and volunteers, and that no insurance or self-insurance maintained by the CITY shall be called upon to contribute to a loss under the coverage with respect to the liabilities assumed by OUTFRONT under this AGREEMENT: 1. During the term of this AGREEMENT, in the event of a reduction (below the limits required in this AGREEMENT) or cancellation in coverage, OUTFRONT shall, prior to such reduction or cancellation, provide at least ten (10) days prior written notice to the CITY, regardless of any notification by the applicable insurer. If the CITY discovers that the policies have been cancelled or reduced below the limits required in this Agreement and that neither the insurer nor OUTFRONT has provided prior notice to the CITY as required under this AGREEMENT, said failure shall constitute a material breach of this AGREEMENT. 2. During the term of this AGREEMENT, in the event of a reduction (below the limits required by this AGREEMENT) or cancellation in coverage, OUTFRONT shall have five (5) days in which to provide evidence of the required coverage being reinstated or replaced, during which time no persons shall enter the PROPERTY to construct improvements thereon, including construction activities related to the landscaping and common improvements. 3. If OUTFRONT fails to obtain reinstated or replacement coverage within five (5) days as required under the preceding subparagraph, the CITY may obtain, but is not required to obtain, substitute coverage and charge OUTFRONT the cost of such coverage plus an administrative fee equal to ten percent (10%) of the premium for said coverage. SECTION 10. INDEMNIFICATION AND HOLD HARMLESS. OTAD\54217\1278186.7 Page 11 of 19 A. OUTFRONT agrees to indemnify, defend, and hold harmless the CITY and its elected and appointed councils, boards, commissions, officers, agents, employees and representatives (collectively, the “CITY INDEMNITEES”) from any and all claims, costs (including reasonable legal fees and costs) and liability for any personal injury, death or property damage (collectively, “CLAIMS”) which arise directly or indirectly as a result of any actions or inactions by OUTFRONT, or any actions or inactions of OUTFRONT ’s contractors, subcontractors, agents or employees, in connection with the construction, improvement, operation or maintenance of the DIGITAL BILLBOARD, provided that OUTFRONT shall have no indemnification obligation with respect to any such CLAIMS (i) to the extent such CLAIMS are solely attributable to the negligence or willful misconduct of any CITY INDEMNITEES, or (ii) to the extent arising out of or in connection with the maintenance, use or condition of any public improvement after the time it has been dedicated to and accepted by the CITY or another public entity (except as otherwise provided in an improvement agreement or maintenance bond, if applicable). OUTFRONT shall defend such CLAIMS with joint counsel selected by OUTFRONT but subject to the approval of the CITY, where such approval shall not be reasonably withheld. B. The Parties’ obligations under this Section 10 shall survive the expiration or earlier termination of this AGREEMENT and shall be independent of any other applicable indemnity agreements. SECTION 11. NOTICES. Any communication or notice which either of the Parties is required to send to the other, or which either of the Parties desires to send to the other, shall be in writing and shall be either: personally delivered; mailed using the United States Postal Service, postage prepaid, return receipt requested; delivered by a recognized overnight courier service; or sent by facsimile to the office of the respective Parties as identified below: TO THE CITY: City Manager, City Clerk and City Attorney City of South San Francisco 400 Grand Avenue South San Francisco, CA 94080 TO OUTFRONT: Outfront Media LLC Attention: Jeff McCuen 1695 Eastshore Hwy Berkeley, CA 94710 With copies to: Rich Sauer EVP, General Counsel Outfront Media 405 Lexington Avenue New York, NY 10174 and OTAD\54217\1278186.7 Page 12 of 19 Miller Starr Regalia Attention: Anthony Leones 1331 N. California Boulevard, Fifth Floor Walnut Creek, CA 94596 Either of the Parties may change its address by sending notice of the new address to the other pursuant to this section. SECTION 12. ENTIRE AGREEMENT. This AGREEMENT and the DEVELOPMENT AGREEMENT, including exhibits, represent the entire understanding of the Parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered hereunder. SECTION 13. MISCELLANEOUS PROVISIONS. A. The parties agree that this AGREEMENT shall be governed and construed in accordance with the laws of the State of California. In the event that suit shall be brought by either party to this AGREEMENT, the parties agree that venue shall be vested exclusively in San Mateo County Superior Court, or, where otherwise appropriate, exclusively in the United States District Court, Northern District of California. B. The headings of the sections and subsections of this AGREEMENT are inserted for convenience only. They do not constitute a part of this AGREEMENT and shall not be used in its construction. C. No provision of this AGREEMENT will be deemed waived by either Party unless expressly waived in a writing signed by the waiving Party. No waiver shall be implied by delay or any other act or omission of either Party. The waiver by any party to this AGREEMENT of a breach or violation of any provision of this AGREEMENT shall not be deemed a continuing waiver, a waiver of any other term or condition contained herein, or a waiver of any subsequent breach or violation of that or any other provision of this AGREEMENT. D. Any and all exhibits that are referred to in this AGREEMENT are incorporated herein by reference and are deemed a part of this AGREEMENT. E. This AGREEMENT may be amended only by written agreement executed by both Parties. F. If a court of competent jurisdiction adjudges any provision of this AGREEMENT as void or unenforceable, the remaining provisions shall not be affected thereby and shall remain in full force and effect to the maximum possible extent. G. Where this AGREEMENT refers to the CITY and no officer of the CITY is named, the City Manager of the CITY shall have the authority to act on behalf of the CITY. OTAD\54217\1278186.7 Page 13 of 19 H. The provisions of this AGREEMENT shall be binding upon and inure to the benefit of the successors and assigns of each Party. I. This AGREEMENT may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute a single instrument. J. In the event either Party is in default of any provision hereof, the non-defaulting Party, as a condition precedent to the exercise of its remedies, shall be required to give the defaulting Party written notice of the same pursuant to this AGREEMENT. Unless otherwise specified herein, the defaulting Party shall have thirty (30) calendar days from the receipt of such notice to cure the default, or, if the default cannot be cured within thirty (30) calendar days, to commence and diligently pursue a cure. If the defaulting Party timely cures the default, then the default shall be deemed waived and this AGREEMENT shall continue in full force and effect. If OUTFRONT is in default of this AGREEMENT and/or is in default of any payment provision under the DEVELOPMENT AGREEMENT with respect to the DIGITAL BILLBOARD PROJECT and does not timely cure such payment default, the CITY shall be entitled to pursue all of its remedies available at law or equity, including, but not limited to, termination of this AGREEMENT and specific performance, and in the event the CITY elects to terminate this AGREEMENT, OUTFRONT shall remove the above- ground portions of the DIGITAL BILLBOARD as provided below. In the event that either Party elects to terminate this AGREEMENT due to default of the other Party, then OUTFRONT agrees that it shall remove the above-ground portions of the DIGITAL BILLBOARD within ninety (90) days from the date of termination, unless OUTFRONT and CITY have entered into a subsequent written agreement, upon terms mutually acceptable to both Parties, that allows the DIGITAL BILLBOARD to remain. K. Except as otherwise expressly provided in this Agreement, if the performance of any act required by this Agreement to be performed by either OUTFRONT or Caltrans is prevented or delayed because of a Force Majeure Event, as defined below, 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. An extension of time for any such Force Majeure Event will be for the period of the enforced delay and will commence to run from the time of the commencement of the cause, if notice by the party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause. Times of performance under this Agreement may also be extended in writing by the mutual agreement of City and OUTFRONT. “Force Majeure Event,” for purposes of this Agreement, means a cause of delay that is not the fault of the Party who is required to perform under this Agreement 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 OTAD\54217\1278186.7 Page 14 of 19 inactions of any governmental entity or that entity’s agents, litigation, labor shortages (including shortages caused by strikes or walkouts), and materials shortages. L. Except as provided below, in no event shall the CITY or its elected or appointed officials, directors, officers, members, partners, agents, employees or representatives be liable in monetary damages for any breach or violation of this AGREEMENT, it being expressly understood and agreed that in addition to the right of termination (at the option of the non-defaulting Party), the sole legal or equitable remedy available to OUTFRONT for a breach or violation of this AGREEMENT shall be an action in mandamus, specific performance, injunctive or declaratory relief to enforce the provisions of this AGREEMENT and any and all other available legal and equitable remedies, including, without limitation, the right to reconstruct the REMOVED BILLBOARDS at its existing or comparable location and the right to any monetary reimbursement in connection with the loss of the REMOVED BILLBOARDS to the extent reconstruction is not feasible. This provision does not waive any of OUTFRONT’s remedies for causes of action that do not arise out of a breach or violation of this AGREEMENT, including such causes of action that arise statutorily or provide for a constitutional right to just compensation, such as a taking. M. In the event of litigation, the prevailing Party in any action filed to enforce this Agreement will be entitled to recover costs, attorneys ’ fees, and all other expenses incurred or arising out of any effort to enforce this AGREEMENT. WITNESS THE EXECUTION HEREOF as of the date first hereinabove written. CITY: CITY OF SOUTH SAN FRANCISCO By:______________________________ Mike Futrell, City Manager ATTEST: ___________________________ Krista Martinelli, City Clerk APPROVED AS TO FORM: ___________________________ Jason Rosenberg, City Attorney OUTFRONT: OUTFRONT OUTDOOR, LLC By:_________________________________ OTAD\54217\1278186.7 Page 15 of 19 EXHIBIT A REMOVED BILLBOARDS REMOVED BILLBOARDS: • Billboard (one face) located at 1340 El Camino Real (n/o Arroyo Drive) APN (____________). • Billboard (two faces) located at 21 San Mateo Avenue (n/o San Mateo Avenue & Lowrie Avenue) APN (____________). OTAD\54217\1278186.7 Page 16 of 19 EXHIBIT B DIGITAL BILLBOARD PROPERTY MAP AND DESCRIPTION OF LOCATION OTAD\54217\1278186.7 Page 17 of 19 EXHIBIT C DIGITAL BILLBOARD SITE PLANS/SPECIFICATIONS OTAD\54217\1278186.7 Page 18 of 19 EXHIBIT D DEVELOPMENT AGREEMENT OTAD\54217\1278186.7 Page 19 of 19 EXHIBIT E DESIGN OF DIGITAL BILLBOARD 2964790.1