AGENDA ITEM NO. 12. A duly noticed public hearing (Attachment 1) was conducted on September 12, 2017, and the public hearing was closed.

AGENDA ITEM NO. 12 CITY OF HAWTHORNE CITY COUNCIL AGENDA BILL For the meeting of December 12, 2017 Originating Department: Planning and Community Development City Manager: Arnold Shadbehr Dir. Of Planning: Brian James Continued action on an agreement (Billboard Agreement 2017BA01) with Outfront Media to convert an existing, static billboard into a single-faced, digital billboard at 14900 Hindry Avenue (APN 4149-009-027). On September 12, 2017, the City Council conducted the public hearing and, after taking testimony from the public, applicant and staff, discussed the item and closed the public hearing. The City Council then continued action on this item and gave direction that the Billboard Agreement be amended to include a minimum annual guarantee (referred to as base fee in the Agreement). The Billboard Agreement (Attachment 6) has been revised accordingly. On October 24, 2017, the City Council pulled and continued this item to the December 12, 2017, meeting to allow time for the City of Lawndale to review the proposed billboard agreement. RECOMMENDED MOTION: Discuss and adopt Resolution 7932. NOTICING PROCEDURES: A duly noticed public hearing (Attachment 1) was conducted on September 12, 2017, and the public hearing was closed. FISCAL IMPACT: On an annual basis over a 15 year period, the City will receive ten percent of gross revenue with a minimum annual guarantee of $26,000. 1

PROPOSED PROJECT: Per the Hawthorne Municipal Code (HMC), proposed billboards are governed by Title 17, Zoning, Section 17.88, Freeway Overlay Zone. The HMC establishes the Freeway Overlay Zone and the development standards for proposed billboards. New or modified billboards are subject to approval of a Billboard Agreement by the City Council after an affirmative recommendation from the Planning Commission. As shown in Attachment 2, the existing billboard is located on the west side of the San Diego 405 Freeway (405) on a parcel utilized by a car dealership. The site directly abuts the parking lot of an adjacent restaurant (Tomboy s) and is bordered by the 405 Freeway. The applicant is proposing to enter into a billboard agreement (contained in Attachment 6) with the City of Hawthorne to convert the existing single-faced, 66-foot tall static billboard into a digital billboard. The proposed display area is approximately 672 square feet per face (14 x 48 ) as shown in Attachment 3. A. Public Benefits The main purpose of the billboard agreement is to address the public benefits provided by the project, which includes: Income sharing, which is proposed to be ten percent of the annual gross revenue generated by the billboard for a 15 year period, with the option of three additional five-year terms, calculated on an annual basis with a minimum annual guarantee of $26,000. Emergency notifications as necessary. Community advertising (City events, programs, and activities) as space is available. Conversion of an existing static billboard into a digital billboard and enhancement of the existing support structure. B. Analysis The Land Use Element of the City of Hawthorne General Plan indicates that the Regional Commercial Designation, specifically along the 405 and 105 freeways, offer significant development potential and can also stimulate commercial development. Billboards are potentially a significant source of revenue for businesses throughout the City. 2

In accordance with California Business and Professions Code, Section 5443.5, Chapter 17.88, Freeway Overlay Zone, states new or modified billboards shall be allowed only in the Freeway Overlay Zone and shall not be permitted in any location that would result in violation of any applicable federal, state or local law. The proposed project meets the development criteria outlined in Sections 17.88.030, General requirements. Specifically, the proposed billboard complies with: Location. The proposed billboard would be located within the Freeway Overlay Zone. The proposed billboard would be approximately 1,850 feet from the nearest digital billboard on the same side of the freeway (minimum distance requirement 1,000 feet), approximately 1,000 feet from the nearest static billboard on the same side of the freeway (minimum of 500 feet), and over 2,200 feet from the nearest single-family residential zone or single-family residential use (100 feet minimum). Design. The structural support of the billboard does not show any visible bracing and the backs, sides, structural support members and support poles, are proposed to be screened with a cladding. Clearance. The proposed billboard is located within a landscaped area and does not project over a driving aisle or public right-of-way and would have a clearance of 48 feet from the adjacent grade. Operation. The proposed billboard would comply with the operational requirements in terms of brightness, automatic diming technology, minimum display period, and prohibition on animation, blinking or flashing. C. Planning Commission On August 16, 2017, the Planning Commission held a duly noticed public hearing and unanimously adopted PC Resolution 2017-19 (Attachment 4) recommending that the City Council approve Billboard Agreement 2017BA01. The Billboard Agreement reviewed by the Planning Commission has been revised to include a minimum annual guarantee consistent with the City Council s direction. D. Environmental Analysis Staff reviewed the proposed project in accordance with the California Environmental Quality Act (CEQA) guidelines. As shown in Attachment 5, 3

Billboard Agreement 2017BA01 is consistent with CEQA Section 15302. Replacement or Reconstruction Class 2 consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced, including but not limited to replacement of a commercial structure with a new structure of substantially the same size, purpose, and capacity. In addition, the proposed billboard project is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone (Billboard Overlay) and adopted by the City Council on September 13, 2016, through Ordinance 2122, in that the proposed project meets design guidelines and restrictions created by the Freeway Overlay Zone. ATTACHMENTS: 1. Public Hearing Notice 2. Vicinity Map 3. Plans 4. Planning Commission Resolution PC 2017-19 5. Notice of Exemption 6. City Council Resolution No. 7932 with Draft Agreement 4

Attachment 1 NOTICE OF PUBLIC HEARING BILLBOARD AGREEMENT 2017BA01 PUBLIC NOTICE is hereby given that the City Council of the City of Hawthorne will hold a public hearing to consider the following matter: BILLBOARD AGREEMENT 2017BA01: A request to the City Council to approve an agreement to allow for the conversion of an existing billboard sign into a digital billboard within the Freeway Overlay Zone. PROJECT LOCATION: 14900 Hindry Avenue, (APN: 4149-009-027) on the side of the San Diego 405 Freeway, City of Hawthorne, California. MEETING DETAILS: Day: Date: Time: Place: Tuesday December 12, 2017 6:00 p.m. City Council Chambers 4455 West 126th Street Hawthorne, CA 90250 Those interested in this item may appear at the meeting and submit oral or written comments. Written information pertaining to this item must be submitted to the Planning and Community Development Department prior to 5:30 PM December 11, 2017, at 4455 West 126th Street, Hawthorne, California 90250 or emailed to cpalmer@cityofhawthorne.org. For additional information, you may contact Christopher Palmer at (310) 349-2970 or at the email noted above. ENVIRONMENTAL REVIEW: Billboard Agreement 2017BA01 is consistent with California Environmental Quality Act (CEQA) Section 15302. Replacement or Reconstruction Class 2 consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced, including but not limited to replacement of a commercial structure with a new structure of substantially the same size, purpose, and capacity. In addition, the proposed billboard project is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone (Billboard Overlay) and adopted by the City Council on September 13, 2016, through Ordinance 2122, in that the proposed project meets design guidelines and restrictions created by the Freeway Overlay Zone. PLEASE NOTE that pursuant to Government Code Section 65009: In an action or proceeding to attack, review, set aside, void, or annul a finding, determination or decision of the Planning Commission or City Council, the issues raised shall be limited to those raised at the public hearing in this notice or in written correspondence delivered to the Planning Commission or City Council at or prior to the public hearing.

SITE Attachment 1

Attachment 3 (E)BLD'G (E)BLD'G

Recording requested by, and WHEN RECORDED MAIL TO: Attn: City Clerk City of Hawthorne City Hall 4455 West 126th Street Hawthorne, CA 90250 FREE RECORDING pursuant to Government Code sections 6103 and 27383. APN 4149-009-027 SPACE ABOVE THIS LINE FOR RECORDER S USE BILLBOARD AGREEMENT FOR MODIFICATION AND DIGITIZATION OF EXISTING BILLBOARD BETWEEN CITY OF HAWTHORNE AND OUTFRONT MEDIA LLC IN ACCORDANCE WITH CHAPTER 17.88 OF THE CITY ZONING ORDINANCE THIS AGREEMENT ( Agreement ) is entered into by and between the CITY OF HAWTHORNE, a municipal corporation ( City ), and OUTFRONT Media LLC, a Delaware limited liability company ( Owner ), and shall commence on the Effective Date defined herein. RECITALS A. Shamrock Real Estate, LLC is the fee owner of that certain real property in the City of Hawthorne, more fully described in the attached Exhibit A (the Shamrock Property ). The Shamrock Property abuts the southwesterly line of the San Diego Freeway (I-405). A Volkswagen car dealership currently operates on the Shamrock Property. B. Owner owns and operates an existing freestanding pole sign pursuant to a lease agreement with the holder of an easement for billboard purposes recorded October 5, 1999 as Instrument No. 99-1893011 of Official Records. This easement area is described in the attached Exhibit B (the Shamrock Sign Site ). Owner seeks to convert the existing sign to a digital LED (light-emitting diode) sign. OTAD\53798\1018645.4 Page 1 of 15

C. The Shamrock Property is zoned C-1 Freeway Commercial/Mixed Use and is within the Freeway Overlay Zone described below. The Shamrock Property is designated Regional Commercial by the Land Use Element of the City s General Plan and its Land Use Policy Map. This designation allows commercial uses with primary orientation to freeway accessibility. D. On or about September 13, 2016, the City Council adopted Ordinance No. 2122, amending the Zoning Ordinance to, inter alia, create the Freeway Overlay Zone, add Chapter 17.88, and establish regulations and provide for review and approval of off-premises signs. E. Section 17.88.030-A of the Zoning Ordinance provides for modification and digitization of an existing billboard within the Freeway Overlay Zone after an agreement with the City has been negotiated and executed. F. On or about, 2016, Owner filed an application for this Agreement in accordance with Section 17.88.040 of the Zoning Ordinance to govern the use and conversion to LED of an existing freestanding electronic billboard, as defined in Chapter 17.04 of the Zoning Ordinance, to be located on the Shamrock Property. G. The City conducted an environmental review under the California Environmental Quality Act (CEQA) of a project that includes this Agreement and a separate agreement with a different party involving a relocated sign located easterly of the I-405 Freeway. The City Council finds the project exempt from CEQA pursuant to CEQA Guidelines section 15302 (replacement or reconstruction of existing structures and facilities) and section 15303 (construction of limited numbers of new, small facilities or structures). H. On, 2016, the Planning Commission held a duly noticed public hearing on this Agreement and issued its recommendation report to the City Council in accordance with Section 17.88.040(B) of the Zoning Ordinance. I. On, 2016, the City Council held the second of two duly noticed public hearings on this Agreement and authorized execution of this Agreement. J. The City finds that the terms and conditions of this Agreement are fair, just and reasonable. K. This Agreement will provide a degree of certainty to Owner that it can build its proposed sign and continue its operation by binding future City Councils to specified conditions and regulations. OTAD\53798\1018645.4 Page 2 of 15

L. The City finds that this Agreement is in the public interest and is consistent with the Goals and Policies set forth in Section IV of the Land Use Element of the City s General Plan, including the following: San Diego Freeway (I-405) Corridor[ ] shall be planned for regionally-oriented commercial uses where appropriate. (Policy 1.1 of Goal 1.) The City shall continue to explore and adopt ways to use its assets to promote commercial activity within the City. (Policy 1.5 of Goal 1.) Every effort shall be made to ensure that both existing and future development will be and will remain compatible with surrounding desirable uses. (Goal 2.) M. The following Exhibits are made part of this Agreement: Exhibit A Exhibit B Exhibit C Exhibit D Shamrock Property legal description Shamrock Sign Site legal description Site Plan [show: Freeway, Shamrock Property, Shamrock Sign Site, nearest structures] Drawing of proposed digital LED (light-emitting diode) freestanding sign NOW THEREFORE, in consideration of the above recitals, the mutual covenants and conditions herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows: 1. Conditions Precedent. Despite the Effective Date, as defined below, the benefits and obligations under this Agreement are contingent on successful completion of the following events: A. Caltrans. Owner obtaining all required permits and approvals from California Department of Transportation ( Caltrans ), including, without limitation a sign relocation agreement if necessary. B. State Approval. Owner obtaining all required approvals from Division of the State Architect. C. Amended Lease. Owner entering into an amended lease agreement with the holder of an easement on the Shamrock Sign Site for billboard purposes, described above. 2. Effective Date and Term. OTAD\53798\1018645.4 Page 3 of 15

A. Effective Date. Effective Date is the later of: (i) the date this Agreement is signed by City; or (ii) 30 days after the adoption by the City Council of the ordinance approving this Agreement and authorizing its execution, except in the following situations: (1) If the approval is made the subject of a referendum, the Effective Date shall be the date when the referendum proceedings have been concluded by any process which results in the approval ordinance becoming effective. (2) If a lawsuit challenging the validity of this Agreement is filed, and such litigation enjoins Owner s exercise of its rights under this Agreement, the Effective Date shall be the date such litigation is concluded in a manner that allows the parties to proceed under this Agreement. B. Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until its termination twenty years after the Permitted Sign, as defined below, is legally and functionally capable of displaying advertisements thereon, including meeting all state and federal regulations and requirements, unless otherwise terminated, modified, or extended pursuant to this Agreement. C. Option to extend. Owner shall have the option to extend the term of this Agreement for an additional 20 years. 3. Permitted Use of Sign. A. Permitted Sign means a digital LED (light-emitting diode) freestanding electronic billboard, as defined in Chapter 17.04 of the Zoning Ordinance, located on the Shamrock Sign Site that substantially conforms to the dimensions and orientation shown on the drawing attached as Exhibit D. B. Ministerial permits. This Agreement authorizes the Owner to seek all ministerial permits needed to construct, operate, and implement the Permitted Sign as required by the City, including, without limitation, building permits. The City will not unreasonably withhold or unreasonably condition any such ministerial permit, provided that Owner complies with all required fees and criteria generally required for processing such ministerial permits. C. Maintenance & Operation. Owner shall at its sole cost and expense pay for all maintenance and operation costs associated with operating the Permitted Sign. Should the Site and/or Permitted Signs not be maintained in accordance with all City laws, codes and ordinances, City shall provide Owner with written notice and shall follow and abide by the default procedures set forth in Paragraph 11(c), below. D. Vested Rights. Subject to the terms and conditions of this Agreement, Owner shall have a vested right to construct, use, maintain, repair, and replace the Permitted Sign in accordance with, and to the extent of, this Agreement. Except as otherwise provided herein, the rules, regulations and official policies governing the OTAD\53798\1018645.4 Page 4 of 15

permitted use shall be limited to this Agreement. Unless amended or terminated, Owner shall, during the term of this Agreement, have the rights and benefits afforded by this Agreement and no new or amended law, requirement or policy adopted by the City shall limit the rights and benefits hereunder. E. Replacement; damage. If for any reason the Permitted Sign is damaged or destroyed, then Owner, at its sole election, may: (i) terminate this Agreement; or (ii) suspend the requirement to pay any fee to City under Section 4 of this Agreement until such time as the Permitted Sign is fully operable. 4. Income Sharing Fee As Public Benefit. A. On an annual basis, based on the date of issuance by City of a certificate of completion for the Permitted Sign (the Annual Date ), Owner shall calculate the amount equal to 10 percent of the annual gross revenue actually received by Owner from the sale of advertising on the Permitted Sign for the previous twelve months, minus a marketing fee (not-to-exceed 16.67 percent) if actually paid by Owner ( Net Income ). Owner shall pay this amount to City within 90 days after each Annual Date. B. Together with the payment described in Subpart A of this Section, Owner shall furnish to City a statement of the annual gross revenue actually received by Owner from the sale of advertising on the Permitted Sign for the previous twelve months, including any marketing expenses paid and support for determining the Net Income. Owner shall maintain and make available for City s review those contracts, leases, invoices, and other records that are relevant to the determination of Owner s annual Net Income. 5. Additional Operating Conditions. Comply with the requirements of Section 17.88.030 of the Hawthorne Municipal Code. 6. Reservations of Power. A. Limitations, Reservations and Exceptions. Notwithstanding any other provision of this Agreement, the following subsequent land use regulations shall continue to apply to the Shamrock Sign Site: i. Normal planning and building permit fees imposed by the City to cover the costs of processing applications for any subsequent approvals or permits. ii. iii. Regulations governing building codes and similar construction standards and specifications. Regulations that are necessary to protect the public health and safety which: (a) are based on genuine health, safety and general welfare OTAD\53798\1018645.4 Page 5 of 15

concerns (other than general growth management issues); or (b) arise out of a documented emergency situation, as declared by the President of the United States, Governor of California, or the Mayor or City Council of the City; and (c) based upon its terms or its effect as applied, does not apply exclusively or primarily to the Shamrock Sign Site. To the extent possible, any such regulations shall be applied and construed so as to provide Owner with the rights and assurances provided under this Agreement. iv. Regulations that are in conflict with this Agreement, provided Owner consents to the application of such regulations to the Shamrock Sign Site. B. Police Power. This Agreement shall be construed to reserve to City all of its police power and authority which cannot be lawfully restricted by contract. C. Taxes, Assessments and Fees. Nothing in this Agreement shall restrict the power of the City to impose any new non-discriminatory, City-wide taxes, assessments and fees, including but not limited to business license taxes or franchise fees. 7. Assignment. A. Right to Assign. Owner shall have the right to sell, transfer or assign the Shamrock Sign Site or any lease related thereto in whole or in part to any person, partnership, joint venture, firm or corporation at any time during the Term without consent of the City; provided, however, that any such sale, transfer or assignment shall include the assignment and assumption of the rights, duties and obligations arising under or from this Agreement with respect to the property transferred and provided that: i. No Event of Default by Owner under this Agreement, beyond any applicable notice and cure period, is then in effect, and ii. Concurrently with the closing of such approved sale, transfer or assignment, Owner shall provide the City with an executed agreement by the purchaser, transferee or assignee and providing therein that the purchaser, transferee or assignee expressly and unconditionally assumes the duties and obligations of Owner under this Agreement to the extent of such transfer or assignment. B. Any sale, transfer or assignment not made in strict compliance with the foregoing conditions shall constitute a default by Owner under this Agreement and any such assignment shall be void. Notwithstanding the failure of any purchaser, transferee or assignee to execute the agreement required by this Section, the burdens of this Agreement shall be binding upon such purchaser, transferee or assignee, but the benefits of this Agreement shall not inure to such purchaser, transferee or assignee until such assumption agreement is executed. Owner shall provide information as the City may reasonably request with respect to such transactions. OTAD\53798\1018645.4 Page 6 of 15

C. Applicability. The provisions of this Section shall not be applicable to: (i) a transfer or assignment pursuant to a mortgage or deed of trust; or (ii) a transfer made in connection with the enforcement of the security interest of a mortgage or deed of trust or by deed in lieu thereof. This Section shall be applicable to any subsequent transfer by a Mortgagee after it has successfully enforced its security interest. 8. Compliance Review. A. Opportunity to be Heard. Upon written request by Owner, City shall afford Owner an opportunity to be heard before the City Council regarding Owner s performance under this Agreement. City shall give to Owner notice and opportunity to be heard before the City Council at any public meeting concerning this Agreement. B. Determination of Compliance. Upon finding good faith compliance by Owner with the terms of this Agreement, a written Determination of Compliance shall be issued by the Planning Director or by City Council resolution. 9. Insurance. A. Owner shall obtain and maintain at its expense, until completion of performance and acceptance by City, the following insurance placed with an insurer admitted to write insurance in California or a nonadmitted insurer on California s List of Eligible Surplus Lines Insurers (LESLI) and having a rating of or equivalent to A-:IX by A.M. Best Company. i. Commercial General Liability Commercial General Liability in an amount not less than $1,000,000 per occurrence and $2,000,000 general aggregate. Such insurance shall include products and completed operations liability, independent contractor s liability, broad from contractual liability, and cross liability protection. ii. Worker s Compensation and Employer s Liability Worker s Compensation as required by the California Labor Code and Employer s Liability in an amount not less than $1,000,000 per accident. B. Required Insurance Documentation i. Certificate of Insurance Owner must provide City with a Certificate of Insurance evidencing the required insurance set forth above. The Certificate Holder must be the City of Hawthorne, and the Certificate Holder s address must be the address of your Department. ii. Endorsements OTAD\53798\1018645.4 Page 7 of 15

In addition to the Certificate of Insurance, the Owner must provide the following endorsements: 1) Additional Insured endorsement to the general liability policy. The City of Hawthorne, its officials, employees, and agents must be endorsed to the general liability policy as additional insureds. 2) Cancellation notice endorsements. Each policy must be endorsed to provide that the policy shall not be cancelled or nonrenewed by either party or reduced in coverage or limits (except by paid claims) unless the insurer has provided the city with thirty (30) days prior written notice of cancellation or ten (10) days for cancellation due to nonpayment of premium. 3) Primary and noncontributory coverage endorsements. The general liability policy must be endorsed to provide that each policy shall apply on a primary and noncontributing basis in relation to any insurance or selfinsurance, primary or excess, maintained by or available to the City or its officials, employees and agents. 10. Indemnify, Hold Harmless, and Defend. Owner shall defend, indemnify and hold, City, its officials, officers, and agents free and harmless from any and all claims, liabilities, losses, costs, expenses, damages, injuries to property or persons, including wrongful death, in any manner arising out of or incident to any negligent acts, omissions or willful misconduct of Owner, its officers and employees, agents, consultants and contractor(s)s arising out of or in connection with this Agreement or the removal, past removal, construction and installation of the aforementioned Billboards, including without limitation, the payment of all consequential damages, attorneys fees and other related costs and expenses, excepting only liability arising out of negligence or willful misconduct of City. At a minimum, this indemnification provision shall apply to the fullest extent of any warranty or guarantee implied by law or fact, or otherwise given to Owner by Owner s contractor(s) for the removal, past removal, construction and installation of the Billboard improvements. In addition, this indemnity provision and any such warranties or guarantees shall not limit any liability under law of such contractor(s). Without limiting the foregoing, this indemnity shall extend to any claims arising because Owner has failed to properly secure any necessary contracts or permit approvals. The provisions of this Section shall survive the termination of the Agreement and are in addition to any other rights or remedies which Indemnitees may have under the law. 11. Default, Remedies, and Termination. A. Specific Performance; Waiver of Damages. The parties agree that specific performance is the preferred remedy for the enforcement of this Agreement. City hereby OTAD\53798\1018645.4 Page 8 of 15

waives the right to obtain monetary damages from Owner based on a default of this Agreement, except with respect to a failure by Owner to pay any fee, tax, or other amount that Owner owes to City. B. Legal Action. Subject to notice of default and other procedures and limitations set forth herein, in addition to all other rights and remedies, any party to this Agreement may institute legal action to cure, correct or remedy any default, to enforce any covenant or obligation herein, to enjoin any threatened or attempted violation hereof, and to obtain any remedy consistent with this Agreement. If a legal action or proceeding is brought by any party to this Agreement because of a default, or to enforce a provision hereof, the prevailing party shall be entitled to reimbursement of all costs and expenses, including reasonable attorney fees, incurred in prosecuting such legal action or proceeding. This provision is separate and severable and shall survive the termination or merger of this Agreement into any judgment on this Agreement. C. Termination of Agreement for Default of Owner. In the case of a material default by Owner, City in its reasonable discretion may terminate this Agreement only after following the Compliance Review provisions of Section 8, above, and Owner s failure to cure such default as follows: (i) City shall provide written notice to Owner of the default, setting forth the nature of the default and the actions required to cure such default; and (ii) where the default can reasonably be cured within 30 days after such notice, the failure of Owner to cure such default within the 30-day period, or, if the default cannot reasonably be cured within 30 days, the failure of the Owner to commence to cure the default within 30 days, and thereafter diligently proceed to cure such default. D. Termination of Agreement for Default of City. In the case of a material default by City, Owner in its reasonable discretion may terminate this Agreement after City s failure to cure such default as follows: (i) Owner shall provide written notice to City of the default, setting forth the nature of the default and the actions required to cure such default; and (ii) where the default can reasonably be cured within 30 days after such notice, the failure of the City to cure such default within the 30-day period, or, if the default cannot reasonably be cured within 30 days, the failure of the City to commence to cure the default within 30 days, and thereafter diligently proceed to cure such default. E. Rights Following Termination. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder and City shall treat Owner and the Property pursuant to all ordinances, policies, and laws in effect at that time. 12. Modification, Amendment. A. Subject to any notice and hearing requirements imposed by law, this Agreement may be modified, amended or extended by mutual written consent of the City and Owner in accordance with the Zoning Ordinance. OTAD\53798\1018645.4 Page 9 of 15

B. Minor modifications, refinements, and clarifications with respect to the Agreement may be appropriate, including changes in the technology used in signs. The parties may accomplish such minor modifications, refinements, and clarifications through operating memorandums approved by the City and Owner and attached to this Agreement as addendums. The Planning Director is authorized to determine if a minor modification, refinement, or clarification requires a public hearing and approval by the City Council. The City Manager is authorized to approve on behalf of the City those changes hereunder that the Planning Director has determined do not require a public hearing. 13. Notices. City shall give to Owner notice and opportunity to be heard at all public meetings concerning this Agreement. All notices under this Agreement shall be given in writing to the following addresses or such other address as a party may designate by written notice. Notice shall be delivered by personal delivery, a recognized overnight carrier that provides proof of delivery, or by U.S. certified mail, return receipt requested, and shall be considered effective upon receipt (or upon refusal of delivery). CITY: Attn: Planning Director City of Hawthorne City Hall 4455 West 126th Street Hawthorne, CA 90250 OWNER: Attn: General Counsel OUTFRONT Media Inc. 405 Lexington Avenue New York, NY 10174 14. Recordation of Agreement. The City Clerk shall have this Agreement recorded with the County Recorder. Recording costs shall be paid by Owner. Any amendment to this Agreement approved by the parties, and any cancellation shall be similarly recorded. A failure to record this Agreement in a timely fashion shall not affect its validity in any manner. 15. GENERAL PROVISIONS. A. The Recitals herein constitute the factual basis upon which the parties have entered into this Agreement and such Recitals, the preamble, and all defined terms are incorporated into this Agreement. B. Authority to Enter Into Agreement. All parties have the requisite power and authority to execute, deliver, and perform this Agreement. All parties warrant that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party. OTAD\53798\1018645.4 Page 10 of 15

C. Time of Essence. Time is of the essence in the performance of the provisions of this Agreement. D. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties to this Agreement and their successors and assigns. No other person shall have any right of action based upon any provision of this Agreement. E. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California. F. Conflict of Law. In the event that state, regional or federal laws, regulations, or policies or the action or inaction of any other affected governmental jurisdiction prevents compliance with a provision of this Agreement or requires changes in plans, maps or permits approved by the City: (i) the City shall provide Owner with written notice of such regulation or policy and state the conflict with the provision of this Agreement; and (ii) Owner and City staff shall, within 30 days, meet and confer in good faith in a reasonable attempt to modify this Agreement, but only to the minimum extent needed to comply with such federal, regional or state law or regulation. G. Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought and referring expressly to this Section. No waiver of any right or remedy in respect of any occurrence or event shall be deemed a waiver of any right or remedy in respect of any other occurrence or event. H. Successors and Assigns. Except as expressly provided to the contrary in this Agreement, the burdens and obligations of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all successors in interest to the parties to this Agreement and all successors in interest to the Shamrock Sign Site or any portion thereof or any interest therein, and shall be covenants running with the land. I. Constructive Notice and Acceptance. Every person who now or hereafter owns or acquires any right, title or interest in or to any portion of the Shamrock Sign Site is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Shamrock Sign Site. J. Mortgagee Protection; Subordination. The parties hereto agree that this Agreement shall not prevent or limit the right of Owner to encumber the Shamrock Sign Site or any improvement thereon by any mortgage, deed of OTAD\53798\1018645.4 Page 11 of 15

trust or other security device (collectively Mortgage ) securing, among other things, financing of the purchase, development or operation of the Shamrock Sign Site (including, without limitation, any combination of purchase financing, construction financing, bridge loans, take-out and permanent financing), provided, however, that any Mortgage recorded after the date of this Agreement shall be subordinate to this Agreement. K. No Agency Relationship; Governmental Duties Remain. In this contractual relationship between the City and Owner, Owner is not an agent of the City and City is not an agent of Owner. Nothing contained in this Agreement shall be deemed to waive or modify any duty of City, acting in its governmental capacity and not as a party to this Agreement, under applicable laws. L. Further Actions and Instruments. Each party to this Agreement shall cooperate with and provide reasonable assistance to the other party to the extent contemplated in the performance of all obligations under this Agreement and the satisfaction of the conditions of the Agreement. M. Headings. All section headings and subheadings are inserted for convenience only and shall not affect the construction or interpretation of this Agreement. N. Severability. If any term or provision of this Agreement is found to be invalid or unenforceable, the City and Owner both agree that they would have executed this Agreement notwithstanding the invalidity of such term or provision. The invalid term or provision may be severed from the Agreement and the remainder of the Agreement may be enforced in its entirety. O. Interpretation. The parties hereto acknowledge and agree that this Agreement has been prepared jointly by the parties and has been the subject of arm s length negotiation, and that each party has independently reviewed this Agreement with legal counsel. Accordingly, in the event of an ambiguity or dispute regarding the interpretation of this Agreement, this Agreement shall not be interpreted or construed against the drafting party. P. Entire Agreement. This Agreement constitutes the entire understanding and agreement of the parties. Q. Counterparts. This Agreement may be executed in counterparts, which together shall compose a single instrument. IN WITNESS WHEREOF, the parties have authorized their representatives to execute this Agreement below. OTAD\53798\1018645.4 Page 12 of 15

CITY OF HAWTHORNE OUTFRONT MEDIA INC. By: Date: Arnold Shadbehr Interim City Manager / Director of Public Works / City Engineer By: Date: Its: ATTEST: APPROVED AS TO FORM: By: City Clerk By: General Counsel APPROVED AS TO FORM: By: Russell Miyahira City Attorney OTAD\53798\1018645.4 Page 13 of 15

Exhibit A [Shamrock Property Legal Description] Lot 9 of Tract No. 52998, in the City of Hawthorne, County of Los Angeles, State of California, as shown on map recorded in Book 1299 Pages 54 through 61 inclusive of Maps, in the Office of the County Recorder of said County. OTAD\53798\1018645.4 Page 14 of 15

Exhibit B [Shamrock Sign Site Legal Description] [Get description of existing easement for billboard purposes (1999?)] OTAD\53798\1018645.4 Page 15 of 15

ATTACHMENT 5 NOTICE OF EXEMPTION TO: County Clerk/Registrar- Recorder County of Los Angeles Environmental Filings 12400 East Imperial Highway, Room 2001 Norwalk, CA 90650 FROM: Planning Department City of Hawthorne 4455 West 126th St. Hawthorne, CA 90250 Project Title and Location (including county): Billboard Agreement 2017BA01. 14900 Hindry Avenue City of Hawthorne, County of Los Angeles Project Description: Request to covert an existing static billboard into a digital billboard. Name of Public Agency Approving Project: City of Hawthorne Planning Department Name of Person/Agency Carrying Out Project: Outfront Media Exempt Status: (Check one) Ministerial (Sec. 21080(b)(1); 15268); Declared Emergency (Sec. 21080(b)(3); 15269(a)); Emergency Project (Sec. 21080(b)(4); 15269(b)(c)); Emergency Project (Sec. 21080(b)(4); 15269(b)(c)); Categorical Exemption: Section: 15302 Class: 2 Statutory Exemption: Section: Class: Reasons why project is exempt: The Billboard Agreement 2017BA01 is consistent with CEQA Section 15302. Replacement or Reconstruction Class 2 consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced, including but not limited to replacement of a commercial structure with a new structure of substantially the same size, purpose, and capacity. In addition, the proposed billboard project is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone (Billboard Overlay) and adopted by the City Council on September 13, 2016, through Ordinance 2122, in that the proposed project meets design guidelines and restrictions created by the Freeway Overlay Zone. Lead Agency Contact Person and Phone Number: Christopher Palmer, AICP. 310-349-2973 Prepared and filed by the Hawthorne Planning Department by: Chris Palmer, Senior Planner December 12, 2017 Signature Printed Name and Title Date

ATTACHMENT 6 RESOLUTION NO. 7932 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF HAWTHORNE APPROVING A CATEGORICAL EXEMPTION UNDER THE CALIFORNIA ENVIRONMENTAL QUALITY ACT AND APPROVING BILLBOARD AGREEMENT APPLICATION 2017BA01 BETWEEN THE CITY OF HAWTHORNE AND OUTFRONT MEDIA TO CONVERT AN EXISTING OUTDOOR ADVERTISING SIGN ("BILLBOARD") INTO A DIGITAL BILLBOARD LOCATED AT 14900 HINDRY AVENUE AND MAKING FINDINGS IN SUPPORT THEREOF WHEREAS, Outfront Media ( Applicant ) filed an application, Billboard Agreement 2017BA01 ( Billboard Agreement ), for the construction of a single-faced, digital billboard at 14900 Hindry Avenue ( Project ); and WHEREAS, Staff reviewed the proposed Project in accordance with the California Environmental Quality Act (CEQA) guidelines. The Billboard Agreement 2017BA01 is consistent with CEQA Section 15302. Replacement or Reconstruction Class 2 consists of replacement or reconstruction of existing structures and facilities where the new structure will be located on the same site as the structure replaced and will have substantially the same purpose and capacity as the structure replaced, including but not limited to replacement of a commercial structure with a new structure of substantially the same size, purpose, and capacity. In addition, the proposed billboard project is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone (Billboard Overlay) and adopted by the City Council on September 13, 2016, through Ordinance 2122, in that the proposed project meets design guidelines and restrictions created by the Freeway Overlay Zone); and WHEREAS, the proposed Billboard Agreement will not be detrimental to the public's health, safety and general welfare, nor will it adversely affect the orderly development or property values for the subject property or areas surrounding it; and WHEREAS, the Billboard Agreement includes conditions, terms, restrictions and requirements for development and operation of the billboard; and WHEREAS, the Billboard Agreement provides for a public convenience through significant monetary benefits that will contribute to programs and services designed to provide for the health, safety and welfare of the public; and WHEREAS, the Billboard Agreement provides for a site that is located within an area suitable for the proposed use, and is in conformance the General Plan and the Freeway Overlay zoning district; and WHEREAS, on August 16, 2017, the Planning Commission held a public hearing in which Billboard Agreement application 2017BA01 was heard; and 1

WHEREAS, evidence was heard and presented from all persons in favor of the application, from all persons opposed to the application and from members of the City staff and having heard and received all of said evidence and pursuant to Hawthorne Municipal Code Section 17.88, Freeway Overlay, the Planning Commission recommended approval of Billboard Agreement 2017BA01 to the City Council; and WHEREAS, on September 12, 2017, the City Council conducted the public hearing and, after taking testimony from the public, applicant and staff, discussed the item and closed the public hearing. The City Council then continued action on this item and gave direction that the Billboard Agreement be amended to include a minimum annual guarantee; and WHEREAS, on October 24, 2017, the City Council pulled and continued this item to the December 12, 2017, meeting to allow time for the City of Lawndale to review the proposed billboard agreement; and WHEREAS, evidence was heard and presented from all persons in favor of the application, from all persons opposed to the application and from members of the City staff and having heard and received all of said evidence and pursuant to Hawthorne Municipal Code Section 17.88, Freeway Overlay, the City Council approved Billboard Agreement 2017BA01 and adopted the categorical exemption under CEQA. THE CITY COUNCIL OF THE CITY OF HAWTHORNE DOES HEREBY FIND, DETERMINE AND RESOLVE AS FOLLOWS: SECTION 1. All of the facts set forth in the Recitals are true and correct, and are incorporated herein by reference. SECTION 2. All necessary public meetings and opportunities for public testimony and comment have been conducted in compliance with State law and the HMC. SECTION 3. Based upon independent review and consideration of the information contained in the Staff Report and the Notice of Exemption for the Project, the City Council hereby finds and determines that the Project is categorically exempt as a Class 2 Project (Replacement or Reconstruction) pursuant to CEQA Guidelines Section 15302 and is covered by the Mitigated Negative Declaration prepared for the Freeway Overlay Zone. SECTION 4. The City Council has reviewed and considered the information contained in the Staff Report and makes the following findings per Section 17.88.040(B): 1. The proposed agreement is consistent with the goals, objectives, purposes and provisions of the general plan, the Development Code and any applicable specific plans because the agreement outlines operational, maintenance and public benefit requirements identified in the municipal code. 2

2. The proposed installation site is compatible with the uses and structures on the site and in the surrounding area because the location is not in the vicinity of residential uses and it is over 500 feet away from any other billboard. 3. The proposed billboard would not create a traffic or safety problem, including problems associated with on-site access circulation or visibility because this proposal is to modify an existing billboard. The existing billboard is located in an area not utilized by cars or the general public and is not within a designated Caltrans Landscaped area. 4. The proposed billboard would not interfere with on-site parking or landscaping required by city ordinance or permit because the modification does not reduce the landscaped areas nor does it remove required parking stalls. 5. The proposed billboard would not otherwise result in a threat to the general health, safety and welfare of city residents because it is programmable and does not create glare or flashing lights and is in compliance with both City and Caltrans operational standards provided in the attached agreement. SECTION 5. The City Council hereby approves the Billboard Agreement (attached and incorporated herein as Exhibit A), in substantially the same form as presented, with any minor, non-substantive changes to be made by the City Attorney and authorizes the City Manager to sign the Billboard Agreement. SECTION 6. The documents and other materials that constitute the record of the proceedings upon which the City Council s approvals are based, which include, but are not limited to, the staff reports for the Project and all of the materials that support the staff reports for the Project, are located in the office of the Planning Director of the City of Hawthorne, at 4455 West 126th Street, Hawthorne, California 90250. The custodian of these documents is the Planning Director of the City of Hawthorne. SECTION 7. The Billboard Agreement shall be in substantially the same form as presented, with any minor, non-substantive changes to be made by the City Attorney. SECTION 8. The City Clerk shall certify to the adoption of this Resolution and shall forward a copy to the City Council, Planning Director, City Manager, and City Attorney. PASSED, APPROVED, and ADOPTED this 12 th day of December, 2017. ATTEST: ALEX VARGAS, MAYOR City of Hawthorne, California 3

NORB HUBER, CITY CLERK City of Hawthorne, California APPROVED AS TO FORM: RUSSELL I. MIYAHIRA, CITY ATTORNEY City of Hawthorne, California 4

EXHIBIT A DRAFT BILLBOARD AGREEMENT 5

Recording requested by, and WHEN RECORDED MAIL TO: Attn: City Clerk City of Hawthorne City Hall 4455 West 126th Street Hawthorne, CA 90250 FREE RECORDING pursuant to Government Code sections 6103 and 27383. APN 4149-009-027 SPACE ABOVE THIS LINE FOR RECORDER S USE BILLBOARD AGREEMENT FOR MODIFICATION AND DIGITIZATION OF EXISTING BILLBOARD BETWEEN CITY OF HAWTHORNE AND OUTFRONT MEDIA LLC IN ACCORDANCE WITH CHAPTER 17.88 OF THE CITY ZONING ORDINANCE THIS AGREEMENT ( Agreement ) is entered into by and between the CITY OF HAWTHORNE, a municipal corporation ( City ), and OUTFRONT Media LLC, a Delaware limited liability company ( Owner ), and shall commence on the Effective Date defined herein. RECITALS A. Shamrock Real Estate, LLC is the fee owner of that certain real property in the City of Hawthorne, more fully described in the attached Exhibit A (the Shamrock Property ). The Shamrock Property abuts the southwesterly line of the San Diego Freeway (I-405). A Volkswagen car dealership currently operates on the Shamrock Property. B. Owner owns and operates an existing freestanding pole sign pursuant to a lease agreement with the holder of an easement for billboard purposes recorded October 5, 1999 as Instrument No. 99-1893011 of Official Records. This easement area is described in the attached Exhibit B (the Shamrock Sign Site ). Owner seeks to convert the existing sign to a digital LED (light-emitting diode) sign. OTAD\53798\1018645.10 Page 1 of 16