HomeMy WebLinkAboutr 10521 Approve Settlement Agreement APN 053-152-007 CBS OutdoorRESOLUTION NO 10621 (2011 Series)
A RESOLUTION OF THE CITY OF SAN LUIS O131SP0 APPROVING A
SETTLEMENT AGREENIENT AND AMENDED AND RESTATED LEASE FOR APN
063 -162 -007 WITH C13S OUTDOOR( "CBS ")
WHEREAS, this Resolution relates to outdoor advertising signs owned and operated by
CBS on three separate properties owned in fee by the City and
WHEREAS, CBS owns and operates an outdoor advertising sign ( Santa Barbara Sign )
located at 1960 Santa Barbara Avenue San Luis Obispo Assessor Parcel Number 003 -661 -009
( Santa Barbara Property ) pursuant to a written lease agreement dated March 1 1991 between
CBS's predecessor -in- interest National Advertising Company and the City s predecessor -m-
interest Joseph Guidetti (the Santa Barbara Lease ) and
WHEREAS in or about 1999 the City acquired the Santa Barbara Propertv for purposes
of constructing a Railroad Transportation Center ( Project ) CBS continued to own and operate
the Santa Barbara Sign pursuant to the Santa Barbara Lease following the City s acquisition of
the Santa Barbara Property and
WHEREAS on or about i'ebruary 8 2011 the City sent CBS a notice of termination of
the Santa Barbara Lease effective as of June 21 2011 and
WHEREAS on or about April 9 2013 the City filed a Complaint for Ejectment Private
Nuisance Trespass Public Nuisance Injunctive and Declaratory Relief ( Complaint ) against
CBS in the Superior Court of the State of California for the County of San Luis Obispo, Case
No CV 130172 (the Action ) by which City seeks to compel CBS to remove the Santa Barbara
Sign and
WHEREAS on or about June 10 2013 CBS filed a Cross - Complaint in Inverse
Condemnation ( Cross - Complaint ) against the City in the Action CBS contends that it is
entitled to just compensation pursuant to Business and Professions Code section 5.112 and
California s Eminent Domain Law including but not limited to damages for loss of business
goodwill in the event the Santa Barbara Sign is compelled to be removed or is otherwise
impacted by the Project and
WHEREAS CBS also owns and operates two single -faced outdoor advertising signs
( Johnson Ranch Signs ) on property located approximately 3 miles south of the City on the
west side of Highway 101 (commonly known as the Johnson Ranch ) pursuant to leases dated
March 16 1993 between CBS s predecessor -in- interest National Advertising Company and the
City s predecessor -in- interest J Dan O Donnell (colle( tively the Johnson Ranch Leases ) and
WHEREAS in or about 2001 the City acquired the Johnson Ranch with a grant of funds
from the Guadalupe Oil Field Settlement Fund administered by the California Regional Water
Quality Control Board to restore and preserve wetlands on the property among other things
CBS continued to own and operate the Johnson Ranch Signs pursuant to the Johnson Ranch
Leases following the City s acquisition of the Johnson Ranch and
R 10521
Resolution No 10521 (2014 Series)
Page 2
WHEREAS On October 17 2013, the City sent CBS a notice of termination of the
Johnson Ranch Leases effective as of February 1 2014 and
WHEREAS CBS also owns and operates an outdoor advertising sign ( Calle Joaquin
Sign ) on property located 1 i miles south of Madonna Road on the west side of I lighway 101
near Calle Joaquin ( Calle Joaquin Property ) pursuant to a lease dated May 19 2000 between
CBS s predecessor-in-interest infinity Outdoor and the City s predecessor -in- interest Howard
McBride ( Calle Joaquin Lease ) and
WHEREAS the Calle Joaquin Lease provides for a principal tern of 10 years
commencing January 1 2001, with right to extend the term on a year -to -year basis and
WHEREAS the City desires the removal of the Santa Barbara Sign and the Johnson
Ranch Signs The Parties desire to resolve all claims and issues related to the Action as well as
the Santa Barbara Lease and Johnson Ranch Leases The Parties also desire to amend and restate
the Calle Joaquin Lease to provide a fixed term of ten years with no right to extend after the
expiration The amended lease shall also require removal of the billboard at the end of the ten -
year period
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of San LUIS
Obispo as follows
SECTION i The proposed settlement agreement is exempt pursuant to sections 15301
et seq 15321 and 15061 (b) (3) of the California Environmental Quality Act The Class I
categorical exemption applies pursuant to 15301 et seq as it consists of the leasing of an existing
billboard at Calle Joaquin and the removal of billboards at 1960 Santa Barbara and Johnson
Ranch Any new placement of copy associated with the remaining billboard at Calle Joaquin is
exempt pursuant to section 15301 (g)
The removal of the billboards at 1960 Santa Barbara and Johnson Ranch are exempt pursuant to
section 15321 of the California Environmental Quality act as the action is a result of the City s
action to enforce the terms of the existing lease agreement for which it was the City s assertion
that the lease term had expired requiring the removal of billboards at these locations The actual
removal of billboards is exempt pursuant to 15061 (b) (3) as it can be seen with certainty that
there is no possibility of a significant effect on the environment associated with the physical
removal of billboards and that the removal of billboards has the potential to improve the
aesthetics of the areas
SECTION 2. The Mayor is authorized to execute the attached Settlement Agreement
and the Amended and Restated Lease attached as Exhibit A to the Settlement Agreement
SECTION 3 The City Attorney is authorized to take all actions necessary to effectuate
and implement the terms and conditions of the Settlement Agreement
Resolution No 10521 (2014 Series)
Page 3
Upon motion of Mayor Mar\ seconded by Vice Mavor Christianson and on the
following roll call vote
AYES Council Members Carpenter and Smith Vice Mayor Christianson and
Mayor Mar\
NOES Council Member Ashbaugh
ABSENT None
The foregoing resolution was adopted this 201h day of June 2014
K;4, ma��
Mayo Ja Mari
ATTEST\�
,y thony'J �Jia
°City Cl'er�l
APPROVED AS
J,Uuistine Dietrich
ttv Attornev
EXHIBIT j(
SETTLEMENT AGREEMENT
2t
This Settlement Agreement ('Agreement ') is made and entered into as of A A -,2014
( Effectne Date ), by and between CBS Outdoor LLC, a Limited Liability Company ('CBS"),
on the one hand, and the City of San Luis Obispo, a Charter City and Municipal Corporation (the
"City "), on the other hand CBS and the City may hereinafter collectively be referred to as the
`Parties' or mdtvidually referred to as Party "
RECITALS
The following Recitah form the basis, and are a material part of this Agreement
A This Agreement relates to outdoor advertising signs owned and operated by CBS
on three separate properties owned in tee by the City
B 1960 Santa Barbara Avenue CBS owns and operates an outdoor advertising sign
( Santa Barbara Sign') located at 1960 Santa Barbara Avenue, San Luis Obispo Assessor
Parcel Number 003 -651 -009 ( Santa Barbara Property' ), pursuant to a written lease
a_reement dated March I, 1991 between CBS s predecessor -in- interest, National Advertising
Company, and the City s predecessor-in-interest Joseph Guidetu (the Santa Barbara Lease )
In or about 1999 the City acquired the Santa Barbara Property for
purposes of constructing a Railroad Transportation Center ( Project ) CBS continued to own
and operate the Santa Barbara Stan pursuant to the Santa Barbara Lease following the City s
acquisition of the Santa Barbara Property
2 On or about February 8 2011 the City sent CBS a notice of termination of
the Santa Barbara Lease effective as of June 21 2011
3 On or about April 9 2013, the City filed a Complaint for Ejectment
Private Nuisance Trespass Public Nuisance, Injunctive and Declaratory Relief( Complaint )
against CBS in the Superior Court of the State of California for the County of San Luis Obispo
Case No CV 130172 (the Action ) by which City seek to compel CBS to remove the Santa
Barbara Si-n
4 On or about June 10, 2013, CBS filed a Cross - Complaint in Inverse
Condemnation (' Cross - Complaint ) against the City in the Action CBS contends that it is
entitled tojust compensation pursuant to Busincss and Professions Code section 5412 and
California s Eminent Domain Law including but not limited to damages for loss of business
goodwill in the event the Santa Barbara Sign is compelled to be removed or is otherwise
impacted by the Project
C Johnson Ranch CBS also owns and operates two single -faced outdoor
advertising signs ( lohnson Ranch Signs ) on property located apprommately 3 miles south of
the City on the west side of Highway 101 (commonly known as the Johnson Ranch ) pursuant
to leases dated March 16 1993 between CBS s predecessor -in- Interest National Advertising
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Company, and the City s predecessor -in- interest, J Dan O'Donnell (collectively, the "Johnson
Ranch Leases ")
I In or about 2001, the City acquired the Johnson Ranch with a grant of
funds from the Guadalupe Oil Field Settlement Fund, administered by the California Regional
Water Quality Control Board to restore and preserve wetlands on the property, among other
things CBS continued to own and operate the Johnson Ranch Signs pursuant to the Johnson
Ranch Leases following the City s acquisition of the Johnson Ranch
2 On October 17, 2013, the City sent CBS a notice of termination of the
Johnson Ranch Leases effective as of February 1, 2014
D Calle Joaquin CBS also owns and operates an outdoor advertising sign(' Calle
Joaquin Sign ) on property located I I miles south of Madonna Road, on the west side of
Highway 101 near Calle Joaquin ( Calle Joaquin Property ), pursuant to a lease dated May
192000 between CBS s predecessor -m- interest, Infinity Outdoor, and the City s predecessor -in-
interest Howard McBride ( Calle Joaquin Lease ")
I The Calle Joaquin Lease provides for a principal term of 10 years
commencing January 1, 2001 with right to extend the term on a year -to -year basis
E The City desires the removal of the Santa Barbara Sign and the Johnson Ranch
Signs The Parties desire to resolve all cl.ums and issues related to the Action as cell as the
Santa Barbara Lease and Johnson Ranch Leases The Parties also desire to amend and restate the
Calle Joaquin Lease to provide a fixed term of an additional ten years, with no right to extend
after the expiration The amended lease shall also require removal of the billboard at the end of
the ten -year period
NOW THEREFORE in consideration of the representations, promises, and mutual
promises herem contained and for other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, it is mutually agreed as follows
AGREEMENT
I Calls Joaqum Amended and Restated Lease The Parties hereby mutually agree
to amend and restate the Calle Joaquin Lease in its entirety pursuant to the terms and conditions
set forth in the amended and restated lease attached hereto as Exhibit A ( Calle Joaquin
Restated Lease') which shall be executed and become effective simultaneously with the
execution of this Agreement Based on the current actual knowledge of the City the City
hereby represents and warrants that CBS is currently not in breach or default of the Calle Joaquin
Lease
2 Termination of Leases The Parties hereby agree and confirm that the Santa
Barbara Lease and the Johnson Ranch Leases are hereby terminated and are of no further force
and effect except for the continuing Indemnity obligations of CBS
3 Removal of Signs and Right of Entry CBS shall be granted a right to enter the
Santa Barbara Property and Johnson Ranch for a period of sixty (60) days after the simultaneous
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execution and delivery of the Calle Joaquin Restated Lease and this Agreement for the sole
purpose of removing the Santa Barbara Sign and the Johnson Ranch Signs The Santa Barbara
Sign and the Johnson Ranch Signs shall be removed by CBS, at CBS s sole cost and expense, to
grade to the satisfaction of the City prior to the expiration of this 60 -day right to enter CBS
shall continue to maintain in full force and effect their current insurance regarding the Santa
Barbara Property and Johnson Ranch until the Santa Barbara Sign and the Johnson Ranch Signs
are removed Further, except to the extent caused by City's sole or active negligence or willful
misconduct CBS shall indemnify protect defend, and hold harmless City and its officers
employees agents successors and assigns from and against any and all claims, Judgments
causes of action damages, penalties, costs liabilities, and expenses, including all costs
attorneys' lees, expenses and liabilities incurred in the defense of any such claim or any action or
proceeding brought thereon, arising as a result (directly or indirectly) of or in connection with
CBS s use of the Calle Joaquin Property, removal of the Calle Joaquin Sign or any other act,
error or omission of CBS in or about the Calle Joaquin Property or any portion thereof CBS
shall provide such indemnification by and through counsel reasonably acceptable to City The
obligations of CBS under this Section 3 shall survive the expiration or other termination of this
Agreement with respect to any claims or liability arising prior to such expiration or other
termination
4 Dismissal of Action The City and CBS hereby mutually agree to dismiss with
prejudice the Complaint and Cross - Complaint respectively, in the Action and to waive all
damages costs and attorneys fees related to the Action within ten (10) days of the
simultaneous execution and delivery of the Calle Joaquin Restated Lease and this Agreement
Mutual Releases Each Party does hereby release acquit and forever discharge
the other party their representatives officers agents servants employees heirs administrators
executors attorneys partners, co-venturers Insurers stockholders predecessors, successors and
assigns of and from any and all actions causes of action claims, demands, damages costs hens
expenses liabilities attorneys fees and debts whatsoever, in law or in equity which any Party
has or may have, whether known or unknown suspected or unsuspected, related to, connected
with or arising out of the Action, the Santa Barbara Lease, the Santa Barbara Property the
Johnson Ranch and the Johnson Ranch Leases, except for continuing indemnity and insurance
obligations under the Santa Barbara Lease and the Johnson Ranch Leases Notwithstanding the
foregoing this release specifically excludes the continuing rights and obligations of the Parties
under the Calle Jodqum Lease Including the Calle Joaquin Restated Lease which shall remain
bindmg valid and fully effective for an additional fixed term of ten years at which time it shall
be terminated and the Calle Joaquin Sign shall be removed
6 Waiver of Civil Code Section 142 The Parties do hereby expressly waive the
provisions of Section 1542 of the Civil Code of the State of California which provides as
follows
A general release does not extend to claims a hich the creditor
does not knoir or suspect to exist in his or her fa%or at the time
of executing the release, it hich if knots n by him or her must
has a materially affected his or her settlement xuth the debtor
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7 Further Documents Each Party will execute, acknowledge and deliver, or cause
to be executed, acknowledged and delivered, such further instruments or document as may be
necessary in order to consummate this Agreement
8 Entire Agreement This Agreement is an integrated contract and encompasses the
entire agreement between the Parties concerning the subject matter hereof there are no prior or
contemporaneous terms or conditions not presented herein The terns of this Agreement
including the Recitals above, are contractual and binding
9 Binding Effect The terms of this Agreement %hall be binding upon and mure to
the benefit of the predecessors, successors assigns heirs and personal representatives of each
Party hereto Each Party hereto represents to each other Party that no assignment or transfer of
any interest claim or cause of action which is the subject of this Agreement or the proceeds of
any such interest, claim or cause of action has been made by or from any such Partv
10 Modification to Agreement The terms of this Agreement are contractual and not
merely recital Any modification to this Agreement must be in writing and signed by the Party to
be charged
1 l Warranty of Authontv Each of the signatories hereto warrants and represents
that he or she is competent and authon7ed to enter into this Agreement on behalf of the Party for
whom he or she purports to sign this Agreement
12 Attomevs Fees Should any Party initiate any action to enforce this Agreement,
the prevailing Party in such an action shall be entitled to attorneys lees and costs in that action
13 Governing Law This Agreement shall be interpreted in accordance with and
governed in all respects by the laws of the State of California
14 Construction The Parties acknowledge and agree that each Party and counsel for
each Party has reviewed and revised this Agreement and that any ride of construction to the
effect that ambiguities are to be resolved against the drafting party shall not apply in an
mteipietation of this Agreement of any amendment or exhibit hereto
15 Countemarts This Agreement may be executed by facsimile or PDF signatures
in separate counterparts and once executed shall constitute one agreement which shall be binding
upon all Parties hereto notwithstanding that the signatures of the Parties designated
representatives do not appear on the same page and /or are not original signatures
16 No Admission This Agreement is the result of a compromise and shall never at
any time for any purpose be considered as an admission of liability or responsibility on the part
of any Party hereto, and each Party continues to deny any liability to the other and further agrees
not to represent to any other person or entity that this Agreement or any of the provisions hereof
represents a confession or admission of liability on the part of any other Party
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The undersigned have carefully read and understand the contents of this
Agreement and sign the same by their own free act and have had the opportunity to have this
Agreement, including the exhibits attached hereto, reviewed and explained to them by counsel of
their own choosing
Dated Apnl A 2014
/tiah,z�1,
Dated_ 2014
APPROVED AS TO FORM
Dated 2�, X014
Dated Apnl1 2014
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CBS OUTDOOR LLC
By
Name CHRI
Its r� €CT�^oIZST
CITY OF SAN LUIS OBISPO
By
Name ¢
Its Mf} Yom
BURKE, WILLIAMS & SORENSEN LLP
By & &
Name Benjanim Stock
Its Counsel for City of San Luis Obispo
IMILLER STARR & REGALIA
By
Nam A tho D9 eon s
Its Coui sel for CBS Outdoor LLC
EXHIBIT 4
AMENDED AND RESTATED LEASE AGREEMENT
THIS AiNIENDED AND RESTATED LEASE AGREEMENT (the Agreement' or
Lease') by and between City of San Luis Obispo a California Charter City and municipal
corporation( `LESSOR ), and CBS Outdoor LLC f/k/a CBS Outdoor Inc Viacom Outdoor Inc
and Infinity Outdoor Inc , a Delaware limited liability company ( LESSEE ), is effective as
of -T dwI Ll- 2014 LESSOR and LESSEE may be referred to herein as a
Party or -ollecuvely as the Parties
RECITALS
A LESSOR (as successor in interest to Howard NlcBnde) and LESSEE (f /k/a
Infinity Outdoor, Inc ) are parties to that certain standard lease renewal <wreement dated May 19
2000 referred to as Lease No 905312 (the Original Lease ) affecting that certain real property
located about I I miles south of iNladonna Road on the West side of Itiehway 101 tit the County
of San Luis Obispo, State of California, described as San Luis Obispo County Assessor Parcel
No 053 -152 -007 (the Property )
B LESSOR and LESSEE now desire to amend and restate the Ongntal Lease
pursuant to the terms and conditions of this Amended and Restated Lease Agreement to provide
new lease terms, including a fitted lease term until December 31, 2023
NOW, THEREFORE, in consideration of (I) the simultaneous execution of that certain
settlement agreement by and between LESSOR and LESSEE (the Settlement Agreement )
affecting the Santa Barbara Sign the Johnson Ranch Signs and the Calle Joaquin Sign as
those terms are defined therein (u) the mutual covenants set forth herein, and (Ili) such other
good and valuable consideration the receipt and sufficiency of which Is hereby acknowledged,
the parties hereto do hereby agree to amend and restate the Lease as follows
I PROPERTY LESSOR is the owner of that certain real property defined Ili
Recital A as the Property LESSEE acknowledges that the Property is also subject to a lease
between LESSOR and the Central Coast Agricultural Network (CCAN) which has planted crops
on and farms the Property LESSEE agrees and acknowledges that CCAtN s use of the Property
does not Interfere or conflict with its rights under this Lease
2 TER,NI LESSOR hereby grants and leases to LESSEE and LESSEE accepts the
grant and leases from LESSOR the Property to have and to hold upon the terms and conditions
contained in this Lease The Oriental Tern, as extended below is the Term" of this Lease
The On Vital Teri commenced on May 17, 2000 and terminated on December 31 2013 The
Ongmal Term is hereby reinstated, renewed and extended for a fixed term of ten (10) years from
January 1 2014 through December 31, 2023 LESSEE shall have no options or right to extend
the Lease upon its expiration on December 31, 2023 Each full consecutive twelve (12) month
period of the Term immediately following January I, 2014 is hereinafter referred to as a Lease
Year "
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3 RENT LESSEE has made all rental payments under the Original Term
Beginning on January 1 2014 and for the remainder of the Term LESSEE shall pay to LESSOR
the following amounts as Rent
(a) For the period extending from January 1, 2014 through December 31,
2019 LESSEE shall pay to LESSOR Rent in the amount of Four Thousand Five Hundred and
00 /100 ($4 500 00) Dollars per Lease Year which shall be payable annually in advance on or
before the first day of each Lease Year Notwithstanding the foregoing, LESSOR acknowledges
receipt of Rent in the amount of $3 105 00 for the Lease Year commencing on January 1, 2014
LESSOR and LESSEE hereby agree that LESSEE shall pay to LESSOR remaining $1 395 00
within thirty (30) days after the execution of this Agreement by both Parties
(b) For the Lease Year commencing on January 1 2020 and for the remainder
of the Term, LESSEE shall pay to LESSOR Rent in the amount of Five Thousand Four Hundred
and 00 /100 ($5,400 00) Dollars per Lease Year which shall be payable annually in advance on
or before the first day of each Lease Year
(c) Rent shall be deemed to have been received on time unless LESSOR
notifies LESSEE of non - receipt of payment LESSEE shall be permitted thirty (30) days from
receipt of notice of non- receipt to make such payment without being in default of this Lease
4 LEASED PROPERTY LESSEE shall be entitled to use the Property to erect
maintain service remove and reposition (if subsequently necessary) an outdoor advertising
structure (including necessary structures footings devices power poles and connections) on the
Property for such use or uses as permitted by law The leased portion of the Property includes all
necessary areas over across and under the Property to provide for the construction maintenance,
service of advertising copy, repositioning and removal of the advertising structure and to provide
for the installation of electrical and telephone service to the advertising structure, if necessary
5 LESSOR S COVENANTS
(a) AUTHORITY OF LESSOR LESSOR covenants and warrants that
LESSOR is either the owner, agent of the owner, or an authon7ed lessee of the Property and that
LESSOR has full power and authority to enter into and perforni under the covenants of this
Lease, including without limitation, leasing the Property and authorizing the construction of the
advertising structure at the location provided LESSOR agrees to provide LESSEE with written
proof of such authon/ation LESSOR grants to LESSEE quiet enjoyment of the Property dun ng
the Term of this Lease LESSOR and LESSEE agree that this Lease may be recorded at the
appropriate county office
(b) ACCESS/NO OBSTRUCTIONS LESSOR covenants and warrants that
LESSEE shall have a reasonable means of access over, across and under the Property, and any
adjoining or appurtenant property owned or controlled by LESSOR to erect illuminate,
maintain service, remove and reposition its outdoor advertising structure LESSOR covenants
and warrants not to erect place, construct or maintain any improvement, structure, advertising,
display, vegetation (including any trees, shrubs, or other vegetation), or any other object on the
Property, or on any adjoining or appurtenant property owned or controlled by LESSOR, which
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would in any manner partially or completely, obscure or obstruct the normal highway view(s) of
LESSEE s advertising structure on the Property or permit any third party to do so As described
in Section I above, LESSEE agrees and acknowledges that CCAN's use of the Property does not
interfere with its rights under this Lease including without limitation, obscuring or obstructing
the normal highway view of the advertising structure LESSEE has the right (i) to remove the
obscuring or obstructing improvement, structure, advertising display or other object at
LESSOR s expense, and (u) to cut and/or remove any obscuring or ob,,truLting vegetation at
LESSEE s expense except for any crops or vegetation planted by CCAN which LESSEE
acknowledges are not obscuring or obstructing
6 INDEMNITY AND INSURANCE Each Party agrees to indemnify and hold
harmless the other from any and all claims or demands on account of bodily injury or physical
property damage caused by or resulting from any negligent or willful acts or omissions of the
indemnifying party or its agents employees or contractors LESSEE agrees to carry at its own
cost and expanse general liability insurance in the amount of One Million Dollars ($l 000 000)
covering any such contingency and naming LESSOR as an additional insured during the Term of
this Lease
7 LESSEE S TERiMINATION RIGHT If at any time (i) the normal highway view
of LESSEE s advertising structure is obscured or obstructed, or the flow of traffic over the
highway view area is materially reduced (u) the use of installation of such advertising structure
is prevented or restricted by law or by LESSEE s inability to secure and maintain any necessary
permits or licenses, or (m) LESSEE is unable for any period of ninety (90) consecutive days or
more, to secure and maintain a suitable advertising contract for the advertising structure
LESSEE may at its option terminate this Lease by giving LESSOR fifteen (I5) days' written
notice Upon early termination of this Lease LESSOR agrees to refund to LESSEE any prepaid
or overpaid Rent If LESSEE s advertising structure is a double -faced advertising structure and
any of the conditions described in this paragraph affect only one face of the advertising structure,
LESSEE has the right to reduce the Rent (including any paid in advance) to 50% of the Rent
rather than terminating the entire Lease
8 CONVEYANCE Any conveyance of the Property to a third party is subject to
this Lease In the event of a change of ownership of the Property LESSOR agrees to promptly
notify LESSEE and provide the new LESSOR with a copy of this Lease
9 CONDEMNATION In the event that all or any part of the Property is acquired
or sought to be acquired by any entity having or delegated the power of eminent domain other
than LESSOR LESSEE shall at its election and in its sole discretion, be entitled to (1) contest
the acquisition or defend against the taking of LESSEE s interest in the Property, (n) relocate the
outdoor advertising structure and appurtenances onto any portion of the Property not acquired or
to be acquired, and /or (ui) be compensated from any award or consideration payable by the
acquiring entity for all costs, damages and value loss incurred by LESSEE relating to its
leasehold, as improved with the outdoor advertising swcture LESSOR may not terminate this
Lease under any right or circumstance it the Property has been taken or is threatened to be taken
by eminent domain, or if the Property is conveyed to any entity or its agent with eminent domain
authority No contemporary or subsequent modification of this Lease or the foregoing sentence
shall be effective unless it specifically references this paragraph and the foregoing sentence
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10 LESSEE S INIPROVENIENTS All the outdoor advertismg structures power
poles materials and equipment on the Property are and shall remain the property of LESSEE and
must be removed by LESSEE upon the earlier of (i) December 31, 2023 or (u) within ninety
(90) days of the earlier expiration or terimination of the Lease LESSEE agrees to remove the
advertising structure (exclusive of footings which shall only be removed to grade level) at is sole
cost and expense and restore the surface to Its natural condition, all in a manner satisfactory to
LESSOR
I I ADDRESS CHANGE If (a) LESSEE has not been Informed of the current
address of LESSOR or Its designated agent, or (b) two or more of the monthly payments sent by
LESSEE are not deposited by LESSOR within ninety (90) days after the last such payment is
sent by LESSEE then no rent shall be payable hereunder for the period conlmencmg with the
due date of the first such payment not deposited and continuing until LESSOR (i) gives LESSEE
notice of Its business address or that of Its authorized agent or (u) deposits all previous
payments In either case LESSEE s rent obligations shall be reinstated retroactively as if neither
event described In (a) or (b) of this Section had occurred
12 CHANGE OF OWNERSHIP This Lease shall be binding upon heirs executors
personal representatives successors and assigns of the Parties, and LESSOR agrees to notify
LESSEE of any change of ownership of the premises related hereto or of LESSOR s mailing
address within seven (7) days of such change LESSOR agrees to hold LESSEE harmless from
any action resulting from failure to provide said notice LESSOR shall not assign its interest
under this Lease or any part thereof except to a party who purchases the underlying fee title to
the premises and LESSEE shall not assign its interest under this Lease or any part thereof except
to a party who acquires title to the subject sign structure(s) provided however this sentence
shall not preclude a collateral assignment of LESSOR s or LESSEE s interest under this Lease to
d lender as part of a bona fide loan transaction
13 WAIVER AND RELEASE OF BENEFITS LESSEE acknowledges that upon
expiration of the Term including any extension thereof or upon termination of any holdover
tenancy (collectively Expiration of Tenancy' ) LESSEE might be or become eligible to
receive compensation, reimbursement assistance, including, but not limited to, the fair market
value of real and personal property loss of goodwill loss of profits actual and reasonable
expenses for moving a business loss of tangible personal property as a result of 111ovin.0 the
business expenses incurred in searching for a replacement site for the business expenses to
reestablish the business at the new site, ` m -lieu payments and other such benefits (collectively
Benefits') under the California Relocation Assistance Act (Government Code §7260 et wq )
Title 25 of the California Code of Regulations, Article I § 19 of the California Constitution, the
California Eminent Domain Law (Code of Civil Procedure § 1230 010, ei seq ), or other similar
local state or federal statute ordinance, regulation rule or decisional law (collectively
Compensator) LaRS ) LESSEE further acknowledges that it has received full and fair
compensation of all Benefits LESSEE is or nmght be or might become entitled to recover from
LESSOR City of San Luis Obispo as a result of, or in any way related to Expiration of the
Tenancy LESSOR s acquisition of the Property and LESSOR S occupancy and possession of
the Property Therefore being fully informed of and understanding the acknowledgments made
herein and of LESSEE's rights or potential rights to Benefits under the Compensatory Laws,
LESSEE hereby expressly and unconditionally waives, and releases LESSOR from any and all
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EXHIBIT,4
rights of LESSEE to claim demand, sue for, or receive any Benefits which LESSEE is or might
be or might become entitled to recover from LESSOR as a result of or in any way related to
Expiration of the Tenancy, LESSOR s acquisition of the Property and LESSOR s occupancy
and possession of the Property LESSOR acknowledges and agrees that the release and waiver
set forth in this paragraph is material consideration for LESSOR s agreement to this Lease and
that but for this release and waiver LESSOR would not have entered into this Lease By
releasmg and forever discharging the claims described herein, LESSEE expressly waives any
rights under California Civil Code section 1 542 which provides
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH TFIE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR
AT THE TIME OF EXECUTING THE RELEASE WHICH IF KNOWN BY HIM OR
FIER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR
14 ENTIRE AGREEMENT This Lease contains the entire agreement between the
parties and may not be changed except by written agreement signed by the Parties Oral
representations or agreements shall have no effect If the proper legal description of the Property
is not attached either party may attach or provide it at a later note
15 AMENDMENT AND RESTATED This Agreement amends and restates the
Ongmal Lease in its entirety The Original Lease is of no further force and effect
16 CONSTRUCTION The Parties acknowledge and agree that each Party and
counsel for each Party has reviewed and revised this Agreement and that any ride Of LOnstruction
to the effect that ambiguities are to be resolved against the drafting party shall not apply in an
interpretation of this Agreement or any amendment or exhibit hereto
17 COUNTERPARTS This Agreement may be executed in one or more
counterparts and delivered by regular certified registered or electronic mail (in pdf format),
each of which shall be deemed an original hereof and all of which together shall be deemed to be
one and the same instrument
OTAD150578\932221 2
OAK #4822 -3501 3529 N3
1S NOTICE All notices are effective upon dispatch and must be in wntin.- and
delivered by mail personal delivery or commercial courier to LESSOR and LESSEE at the
respective addresses provided
IN WITNESS WHEREOF the Parties have caused this Agreement to be duly executed
as of the date first set forth above
LESSOR
City of San Luis Obispo a charter city and
municipal corporation
By
Name /.Tam MA"'Y,
Its /LI p✓
OTAD\50578t932221 2
OAK #4822 -1501 -3529 v3
LESSEE
CBS Outdoor LLC a limited liability
company
B yt r--,.,��
Naive CHRIS STEINBACHER
Its
WEST WAST
EXHIBIT q
ACKNOWLEDGEMENTS
STATE OF CALIFORNIA
COUNTY OF Ins Nyv-W,
EXHIBIT 4
On s- 2014 before me L1CM4 /Z(D, tsln%mr�� �1�6�5
Notary PubI1L personally appeared Ch\64o3lte_,r I%At St
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are
subscnbed to the within instrument and acknowledged to me that he /she /they executed the same
in his/her /their authorized capacity(1es) and that by his/her /their signature(i) on the instrument
the person(s) or the entity upon behalf of which the person(s) acted executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct
WITNESS my hand and official seal
Signature (, (seal)
STATE OF CALIFORNIA
COUNTY OF Scrn
"N" A GUERRE..
o COMM 41979305 z
a u Notary Pubic Callforma a
z Los Ar9eles County °
Comm Ex res 24 2016+
On Mai a1 2014 before me, G(C'�6lCt, -A�
Notary Public, personally appeared JCt r"1 ma f jr
who proved to me on the basis of satisfactory evidence to be the person(&) whose name(s) is /are
subscribed to the within instrument and acknowledged to me that he /she /they executed the same
in his/her /their authori zed capacity(tes) and that by his/her /their signature(s) -on the instrument
the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument
I certify under PENALTY OF PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct
WITNESS my hand and official seal
Signature V��/ (seal)
OTA13\50578032221 2
OAK 048224501 -3529 v3
CLAUDIA PROWS
Commission � 2030064
< o Notary Public - California i
z
= San Luis Obispo County
Comm res Jun 21, 2017 +