Parks & Recreation Commission Meeting

CITY OF GALT AGENDA PARKS & RECREATION COMMISSION MEETING CITY HALL COUNCIL CHAMBERS 380 CIVIC DR., GALT CA 95632 OCTOBER 9, 2019 AT 6:00 P.M. Chairperson: Chris Smith Commission: Ernie Cason, Carrie Graham, Sharlyn Miller, Janice Williams 1. CALL MEETING TO ORDER 2. ROLL CALL: a. Commissioners Present: b. Commissioners Absent: 3. CHANGES TO THE ORDER OF AGENDA 4. PUBLIC COMMENT: Under Government Code Section 54954.3, members of the public may address the commission on non-agenda items. Speakers may also address the commission on any agenda item during consideration of the item. Speakers shall restrict their comments to issues that are within the subject matter jurisdiction of the commission and limit comments to a maximum of five (5) minutes. Please fill out a speaker sheet located on the table inside the entrances to the council chambers and forward the completed speaker sheet to the commission secretary. Please state your name and city of residence prior to making your comments. 5. ACCEPTANCE OF MINUTES a. Minutes of the meeting of September 11, 2019. 6. PRESENTATIONS 7. OLD BUSINESS 8. NEW BUSINESS a. Bill Board Staff Report b. Galt Market Community Plan Presentation 9. UPCOMING COUNCIL AGENDA ITEMS a. Sports Fees 10/15 10. UPCOMING EVENTS a. Spookishly Fun Movie Night – Veterans Field October 19, 2019 11. STAFF COMMENTS GALT PARKS AND RECREATION COMMISSION AGENDA MEETING OF OCTBER 9, 2019 Page 2 12. COMMISSIONERS REPORTS/COMMENTS a. Commissioner Cason b. Commissioner Graham c. Commissioner Miller d. Commissioner Smith e. Commissioner Williams 13. ADJOURNMENT ARMANDO SOLIS, PARKS AND RECREATION DIRECTOR: The agenda for this Parks and Recreation Commission meeting was posted in the following listed sites before 5:00 p.m. on the Friday preceding the meeting. 1. City Hall, 380 Civic Drive 2. U.S. Post Office, 600 N. Lincoln Way 3. Galt Parks and Recreation Department, 610 Chabolla Avenue  Parks and Recreation Meeting Date: Commission October 9, 2019 Agenda Report FROM: CHRIS ERIAS, COMMUNITY DEVELOPMENT DIRECTOR SUBJECT: 500 FAIRWAY DRIVE ELECTRONIC BILLBOARD PROJECT RECOMMENDATION Recommend that the City Council adopt the 500 Fairway Drive Electronic Billboard Project Initial Study/Negative Declaration (IS/ND) and approve the agreement between the City of Galt and Clear Channel Outdoor for the installation and operation of an electronic billboard. DISCUSSION BACKGROUND At its meeting on June 19, 2018, the City Council authorized staff to enter into a contract with Terra Realty Advisors (TRA) to prepare and distribute a Request for Proposals (RFP) for the purposes of selecting a sign company to enter into a lease agreement with the City to construct and operate a digital billboard at 500 Fairway Drive. A completed study (Billboard Sign Assessment Attachment 3) showed that the City could benefit from the installation of a billboard at 500 Fairway Drive. The study analyzed three sites along Highway 99. The sites along Highway 99 included Twin Cities, Camellia Way and 500 Fairway Drive (two parcels). The study concluded that the City owned property at 500 Fairway Drive was a good location for installing a digital freeway sign. The 500 Fairway Drive site is consistent with the General Plan and the Zoning Code for a billboard. The 500 Fairway Drive property has a “Commercial (C)” designation in the General Plan and is zoned “Highway Commercial (HC).” The site is thus consistent with the City’s General Plan and zoning code. Caltrans regulates billboards along State highways and requires that they be placed on properties zoned for commercial use. The City’s consultant and staff issued the RFP to a number of sign companies. Three sign companies responded. See below for responding sign companies and general terms offered. Veale Outdoor Advertising $5,000 per month lease rate or 20% of gross revenue, whichever is greater $20,000 reimbursement Mesa Outdoor $4,000 per month lease rate or 25% of gross revenue, whichever is greater $25,000 reimbursement Agenda Report – Electronic Billboard OCTOBER 9, 2019, Page 2 of 6 Clear Channel Out $9,000 per month lease rate; or $6,000 per month or 25% of gross revenue whichever is greater $25,000 reimbursement and $20,000 processing costs Clear Channel was selected based on the superior value of the monthly lease. Staff, with support from the consultant, were able to negotiate an increase to $100,000 Minimum Annual Guarantee (MAG) or 23% of gross revenue whichever is greater. The guaranteed $100,000 lease rate was the maximum amount presented to Council when starting the billboard process. PROJECT DESCRIPTION: LEASE AGREEMENT TRA and staff recently completed the negotiation of the lease agreement with Clear Channel. A summary of the agreement is listed below. A copy of the agreement is included in this report as Attachment 1. • Term: Fifteen (15) Years with tenant option for an additional ten (10) years • Construction and Maintenance: Clear Channel responsible for the construction and ongoing maintenance of the sign. • Rate: $100,000 minimum annual guarantee (MAG) or 23% of gross annual revenue • Reimbursements: $25,000 paid within seven (7) days of lease execution, $20,000 paid after local permits and approvals received by tenant • Emergency notifications: Without offset the sign is available for emergency notifications such as Amber alerts and other type notifications • Other: The City of Galt receives exclusive use of five (5)% of the total advertising time • Other: Galt Chamber of Commerce members to receive ten (10)% discount PROJECT DESCRIPTION: ELECTRONIC BILLBOARD The proposed sign will be located in the City owned parking lot south of Caroline Avenue and west of Fairway Drive and State Highway 99 in the City of Galt. The site is comprised of two parcels identified as Assessor’s Parcel Numbers (APNs) 150-0391- 045 and 150-0391-041. The perimeter of the parking lot is landscaped with various trees and shrubs. The sign location is proposed at the eastern edge of the project site within a curbed landscape area, adjacent to Fairway Drive. The project site is currently designated Commercial (C) per the City’s General Plan and is zoned Highway Commercial (HC). Surrounding land uses include a Les Schwab Tire Center to the north across Caroline Avenue, a Burger King to the southeast, single- family residential uses to the south, and the Galt Sports Complex to the west across Meladee Lane. The proposed sign dimensions are as follows: • 65 feet tall • Two (2) sign faces each 14 feet x 48 feet = 672 square feet. Agenda Report – Electronic Billboard OCTOBER 9, 2019, Page 3 of 6 • Display faces configured in a “V” angle • 200 feet from nearest residence • 48 foot clearance within the parking lot • Decorative column cladding • Sign to contain the City of Galt logo (or Galt Market Logo) The proposed sign includes dimming software to automatically change the display face brightness in response ambient light conditions. The dimming software would ensure the proposed sign is an appropriate brightness relative to current ambient light conditions. Consistent with the standards established by the Outdoor Advertising Association of America, Inc. (OAAA), lighting levels would not increase by more than 0.3 foot candles over ambient levels, as measured at a distance of 250 feet from the proposed sign location. In the event that ten percent or more of one of the digital sign faces is not operating correctly, or in the event of a malfunction, the entire display would be turned off until the display can be corrected. Installation of the proposed sign would require the removal of a single tree within the eastern edge of the parking lot (Coastal Redwood), as well as existing landscape vegetation located in the immediate vicinity of the proposed column foundation. The project would not alter the paved portion of the parking lot. Electricity to the proposed sign would be provided by Sacramento Municipal Utility District (SMUD) by way of an existing transformer located to the south of the parking lot near the Burger King. ANALYSIS Galt Municipal Code (GMC) Section 18.56.120 Electronic billboard regulations and standards, provides regulations for electronic billboards. GMC Section 18.56.120 (F) (2) (c) requires that the following findings shall be made by the Planning Commission in making its recommendation to the City Council and by the City Council in approving any application for an agreement to construct new, relocate or modify, or expand a billboard within the HC zone: FINDING: The proposed agreement is consistent with the goals, objectives, purposes and provisions of the General Plan, the Galt Municipal Code, and any applicable specific plans; DISCUSSION: The project is consistent with the City’s 2030 General Plan; specifically Policy LU-1.7: Fiscal Balance, which states The City shall designate land for development consistent with the needs of the community and consistent with its efforts to maintain a positive fiscal balance for the City. The City directly benefits from leasing the land to Clear Channel. The direct financial benefit is a minimum of $100,000 per year, as well as advertising space to allow the City to advertise the Galt Market and other City events. The proposed project is also consistent with Policy PFS-8.5: Parks and Recreation Funding. The City shall continue to explore sources of parks and recreation funding. All funds received from Clear Channel directly benefit the Parks and Recreation 06 fund. Agenda Report – Electronic Billboard OCTOBER 9, 2019, Page 4 of 6 In addition, the project is consistent with General Plan Policy PFS-8.6: Galt Market Revenue, which states that the City shall continue to seek ways to increase revenue from Galt Market for parks and recreation funding. The property at 500 Fairway Drive is part of the Galt Market operation providing parking to market customers. As mentioned previously, revenue generated from leasing the property will increase revenue for parks and recreation funding and will provide advertising space for the Galt Market. The proposed electronic billboard is consistent with Galt Municipal Code (GMC) standards for electronic billboards set forth in the GMC. GMC Requirements Proposed Sign 65’ Max Height 65’ tall 14 x 48 (672 sf) Max Sign Face 2 sign faces 14 feet x 48 feet = 672 square feet 30’ Minimum Clearance 45’ clearance 200’ from residential 200’ from closest residence All utilities underground Includes underground utilities Located in HC Zone 500 Fairway Drive in HC zone See project details in Attachment 2. The project site is not located in a Specific Plan area. FINDING: The proposed installation site is compatible with the uses and structures on the site and in the surrounding area; DISCUSSION: The proposed electronic billboard is compatible with surrounding uses and structures. Other uses in the immediate area are commercial in nature. Nearby uses include, but are not limited to, Les Swab Tires, Burger King, Giddens Brothers HVAC, and Scrubs Car Wash. Existing businesses along this section of Fairway Drive have freeway facing monument/free standing signs in order to advertise to passing motorists. The electronic billboard would be similar and compatible to the existing sign structures. FINDING: The proposed electronic billboard would not create a traffic or safety problem, including problems associated with on-site access circulation or visibility; DISCUSSION: The electronic billboard is proposed to be placed in a landscape median adjacent to Fairway Drive. The placement will not alter any paved area including the parking lot and street. In addition, the 48 foot clearance exceeds the 30 foot minimum requirement ensuring that the sign would not be a barrier to vehicles traveling near the sign. Moreover, the 48 foot clearance ensures that the sign will not provide a visual barrier thus ensuring a safe line of visibility for those near the sign. FINDING: The proposed electronic billboard would not interfere with on-site parking or landscaping required by City ordinance or permit; DISCUSSION: As discussed previously, the proposed sign location does not include removal of any paved surface including the parking area. Consequently, there is no loss of parking. The installation of the sign includes the removal of landscaping which includes shrubs located on the proposed pad site and the removal of a Coastal Agenda Report – Electronic Billboard OCTOBER 9, 2019, Page 5 of 6 Redwood in the landscape median. However, the removal of the identified landscape items does not conflict with City ordinances. The City requires ten percent of parking areas to be landscaped with living plant cover. The parking lot at 500 Fairway Drive contains 20%+ landscaping. The loss of the landscaping associated with the proposed sign is nominal and will not result in less than 10% landscape coverage. In addition, the City has a one shade tree per four on-site parking space requirement. There are eight parking spaces near the tree to be removed. There are two deciduous trees providing shade for the eight parking spaces meeting GMC requirement. Therefore, the removal of the redwood will not violate City ordinance. FINDING: The proposed electronic billboard would not otherwise result in a threat to the general health, safety and welfare of City residents; DISCUSSION: The revenue generated from leasing the land will provide more funds to the Parks and Recreation Department. The additional funds can be used to provide more services to citizens of Galt thereby improving Galt resident’s general welfare. In addition, adherence to City development standards ensures there are no threats to the general health, safety and welfare of City residents. For example, the 200’ minimum distance to residential mitigates any light and glare emanating from the sign. In addition, a CEQA IS/ND was prepared for the project. It showed that it will not have a significant effect on the environment. FINDING: The proposed electronic billboard, in addition to its aesthetic treatment, provides public benefits that would not otherwise accrue to the public in the absence of its installation. DISCUSSION: As mentioned previously, revenue generated from leasing the land will provide more funding to the Parks and Recreation Department. The additional funds can be used to provide more services to citizens of Galt. This benefit to the public would not be available in the absence of the electronic billboard installation. ENVIRONMENTAL STATUS Environmental Status An IS/ND was prepared for this project in accordance with CEQA indicating that the proposed project will not have a significant effect on the environment. The IS/ND provides a thorough description and analysis of the potential environmental effects of the project. The public review period for the proposed IS/ND was from September 6, 2019 and ends October 7, 2018 at 5:30 p.m. As of this writing, the City received one comment letter from Wilton Rancheria Tribal Historic Preservation Officer. The Wilton Rancheria requested standard mitigation language that requires a stoppage of all construction activities if potential tribal cultural resources, archaeological resources, other cultural resources, articulated, or disarticulated human remains are discovered. The potential of discovering tribal cultural resources on the site is highly unlikely. The site is currently developed which included grading and trenching. In addition, since the site is adjacent to the old State Highway it is likely that there have been other Agenda Report – Electronic Billboard OCTOBER 9, 2019, Page 6 of 6 construction type activities in the past. Including the language as a mitigation measure would require a recirculation of the IS/ND. It should be noted that the comment period is open until October 7, 2019. Any comments received between this writing, and the date of the Planning Commission public hearing, will be delivered separately. A copy of the project IS/ND was delivered to the Planning Commission and the City Council on September 9, 2019. A copy is also available on the City’s website at http://www.ci.galt.ca.us/index.aspx?page=783. FISCAL ANALYSIS: There is a direct fiscal benefit to the City of at least $100,000 per year to the Parks and Recreation 06 fund. The Clear Channel agreement includes a minimum annual guarantee of $100,000. The cost of the TRA contract associated with the request totals $20,500. As noted above, the agreement with Clear Channel includes reimbursable cap of $25,000. The costs associated with the contract are paid from the Parks and Recreation 06 fund. ATTACHMENTS: 1. Clear Channel Outdoor Agreement 2. Project Details 3. Billboard Sign Assessment  Lease No. 89859 Lease Rep. Lease Rep. CLEAR CHANNEL OUTDOOR LEASE AGREEMENT Effective Date XX/XX/2019 1. This Lease Agreement (“Lease”) is effective _______________, 2019 (the “Effective Date”) and entered into between The City of Galt, a(n) California municipal corporation, (“Landlord” or “City”) and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (“Tenant”). Landlord hereby leases to Tenant the real estate commonly known as S.R. 99, west side, 0.24 miles s/o C Street, City of Galt in the County of Sacramento in the State of California (APN 150-0391-045000 and 150-0391-041000) (“Property”) whose legal description is attached hereto as Exhibit A. The Property is leased for the purpose of erecting, maintaining, operating (whether physically on-premise or via remotely changeable off-premise technology), improving, supplementing, posting, painting, illuminating, repairing, repositioning and/or removing outdoor advertising structures (including digital or other technology displays), including, without limitation, wireless communications equipment, fixture connections, electrical supply and connections, panels, signs, copy and any equipment and accessories as Tenant may place thereon (collectively, the “Structures”). Provided however, Tenant may not use the Structures for sublease or rental to telecommunications companies for transmission of wireless communications. Any wireless telecommunications facilities on the Structures, if at all, must be for Tenant’s use only for operation of the sign. Tenant shall operate the advertising face on the Structures as digital, but at any time during the term of the Lease, Tenant is legally prevented from operating the advertising face on the Structures as digital, then Tenant may elect in its sole discretion to convert and operate said advertising face as printed. The Property is leased to Tenant for the sole purpose of erecting, maintaining, operating, improving, painting, illuminating, repairing, repositioning and/or removing, in accordance with the remaining terms and provisions of this Lease (the “Permitted Purposes”), the Structures, in accordance with the standards set forth in Exhibit C, attached hereto. This Lease includes reasonably necessary rights of access for ingress, egress, utility maintenance and visibility. Except for the advertising face on the Structures, Tenant must not install any signs on the Property other than the required safety warnings or any other signs as are requested or approved by the Landlord, and Tenant bears all costs pertaining to the erection, installation, maintenance and removal of all such signs. 2. This Lease shall be in effect commencing on the Effective Date for a term (“Term”) that is fifteen (15) years following the “Rent Commencement Date”, defined as the first day of the month after the date construction is completed and all requisite governmental and private permits and approvals are obtained for Tenant’s operation of the Structures. If a governmental or quasi-governmental entity acquires the property, then this Lease shall automatically be extended to the date which is 30 years from the closing date of said acquisition. 3. This Lease shall continue in full force and effect for its initial term. Provided Tenant is not at the time of exercise or at the time of the commencement of the option term in default of the Lease beyond any notice and cure period, Tenant may in its sole discretion exercise the Option to extend the Lease as set forth herein. Tenant may give notice of its exercise of the Option to extend the Lease for one additional ten (10) year term (“Option Term”). Tenant must give notice not less than ninety (90) days (and no more than one-hundred twenty (120) days) before the end of any such initial or subsequent term or Landlord or Tenant gives notice of termination. If Tenant neither gives notice of its exercise of the Option nor terminates this Lease at the end of the Term, or if neither Party terminates this Lease at the end of the Option Term, then this Lease shall continue on a month-to-month basis. If the Property transfers pursuant to the terms of an Offer, Landlord shall promptly notify Tenant of such transfer and provide Tenant with any relevant contact information of such new owner of the Property. Landlord shall defend and indemnify Tenant from any claims, demands, attorneys’ fees, costs and expenses made against or incurred by Tenant as a result of the breach of this provision. If ownership of the Property changes, Landlord shall promptly deliver written notice to Tenant of such change, including an IRS Form W-9 for the new owner and evidence of the ownership transfer (collectively, “Ownership Transfer Documents”). Landlord acknowledges that Tenant will be unable to deliver rents to the new owner until Tenant’s receipt of the Ownership Transfer Documents. Any delay in rent payments as a result of Landlord not delivering the Ownership Transfer Documents shall not be a default under this Lease nor be subject to any late penalty or interest. Prior to transferring ownership of the Property, Landlord shall furnish the new owner with a true and correct copy of this Lease. 4. Beginning on the Effective Date, Tenant shall pay Landlord rent in the amount of One Hundred Dollars ($100.00) for the period of time prior to the Rent Commencement Date; if any. Beginning on the Rent Commencement Date, Tenant shall pay Landlord rent in the applicable amount and pursuant to the terms set forth on Exhibit B attached hereto (“Base Rent”). a. Advance Rent Payments. In addition to the Base Rent to be paid under this Lease, Tenant shall make two advance payments to Landlord (“Advance Rent”) as follows: (i). Twenty-five Thousand Dollars ($25,000.00) shall be paid within seven (7) days of the full execution of this Lease and receipt thereof by Tenant; and, 82741.00026\31973527. 6  (ii). Twenty Thousand Dollars ($20,000.00) shall be paid within seven (7) days after Tenant’s receipt of all local approvals and permits. In no way or in any instance shall the Advance Rent payments be refunded to Tenant unless the Rent Commencement Date does not occur or this Lease is terminated within thirty (30) days of the Rent Commencement Date. b. Landlord, at its sole option, will be entitled to, at any time and from time to time during the Term and during normal business hours and with prior written notice to Tenant, inspect, examine, copy and audit Tenant's books, records and cash receipts related to annual net revenue. Tenant must cooperate fully with Landlord and Landlord's agents in making said examination. Such right may be exercised by Landlord once during each lease year and once after the expiration date or other termination of this Lease, to cause an independent audit of such records to be performed by a certified public accountant designated by Landlord, provided such accountant is not paid on a contingency fee basis. The audit will be conducted during normal business hours at Tenant’s office, unless another location is mutually agreed upon. If the audit shows that there is a deficiency in the payment of any rent, then Tenant must promptly upon notice pay the deficiency to Landlord which payment will not require any penalty or other late fee. Landlord will pay the costs of the audit unless the audit shows that Tenant understated annual net revenue by more than three (3%) percent in which case Tenant will pay all Landlord's costs of the audit. c. Late Charge. If Tenant fails to pay any installment of Rent within ten (10) calendar days after the same is due and payable, such unpaid amount will be subject to a late payment charge equal to five (5%) percent of the unpaid amount in each instance. The late payment charge has been agreed upon by Landlord and Tenant, after negotiation, as a reasonable estimate of the additional administrative costs and detriment that Landlord will incur as a result of any such failure by Tenant, the actual costs thereof being extremely difficult—if not impossible—to determine. The late payment charge constitutes liquidated damages to compensate Landlord for its damages resulting from such failure to pay, and Tenant must promptly pay such charge to Landlord together with any unpaid interest. d. Default Interest. If any Rent is not paid within fifteen (15) calendar days following the due date, such unpaid amount will bear simple interest at the rate of ten (10%) percent per annum or the maximum permitted by law, whichever is lower (“Default Rate”) from the due date until paid. However, interest will not be payable on late charges incurred by Tenant, nor on any amounts on which late charges are paid by Tenant to the extent this interest would cause the total interest to be in excess of that which an individual is lawfully permitted to charge. Payment of interest will not excuse or cure any default by Tenant. Base Rent, Percentage Rent, Advance Rent, and any other expenses to be paid by Tenant under this Lease shall be considered additional rent. e. In-Kind Revenue. At no cost to the Landlord, and as additional consideration for the use and occupancy of the Property, Tenant shall provide Landlord the exclusive use of up to five percent (5%) of the total advertising time calculated on a period of every four (4) weeks (“Landlord Usage”). Landlord Usage will be allocated by Tenant, in Tenant’s reasonable discretion, on a fair and consistent basis with other advertisers during the operating hours of the Structures. The allocated time shall be distributed proportionally throughout a twenty-four (24) hour period. Subject to Tenant’s approval which may not be unreasonably withheld, conditioned or delayed, Landlord may use such time to promote any purpose that Landlord, in its reasonable discretion determines best serves the needs of the Landlord and residents, including but not limited to advertising Landlord events and programs, that do not highlight individual businesses, but promote programs such as job training and workforce development. Landlord will submit “camera ready” artwork to Tenant, at no cost to Tenant, for display purposes. Landlord agrees that for any Landlord Usage pursuant to this Section 4.e.: (i) Landlord will provide Tenant with thirty (30) days prior written notice of its desire for Landlord Usage; (ii) Landlord will provide Tenant with the copy or text of such messages not less than ten (10) business days prior to the date such messages are to appear on the Structures; and (iii) Landlord Usage shall be limited to messages for the civic and public purposes described in this Section 4.e. and will not be used directly or indirectly for any types of messaging or advertising which Tenant would otherwise be able to sell to third parties in the ordinary course of Tenant’s business. f. Additional Consideration. Tenant shall offer a discount of ten percent (10%) from their published rate card to all national and regional businesses that are City of Galt Chamber of Commerce members and that are also either solely located or headquartered in the City of Galt. g. Emergency Notifications. Without any offset in the Landlord Usage described above and at no cost to the Landlord and as further consideration for the use and occupancy of Property, Tenant shall make the Structures available to Caltrans or the California Highway Patrol, as applicable, or the relevant authority, for purposes of “Amber Alerts” and for emergency or disaster notifications by local, state or federal agencies as necessary as requested by Landlord, which shall take priority over other messaging as provided in the OAAA standards. 82741.00026\31973527. 6 5. Tenant must apply with the City of Galt for all necessary planning, building and electrical permits for the Structures (“City Permits”) and any necessary permits with any other applicable jurisdictions, including CalTrans. City will diligently process Tenant’s applications for all City Permits. This Lease does not commit City of Galt in advance to approve City Permits; and this Lease does not constrain City’s discretion, acting as a government, with respect to City Permits specifically or to the Structures generally, and nothing contained herein will be construed to mean that City is agreeing or has agreed to exercise its discretionary authority in support of any approvals or entitlements that may be required to construct the Structures. City to issue local City Permits in advance of Caltrans Permit(s). Tenant shall not commence construction until Caltrans Permit(s) are received. Tenant has the sole right to make any necessary applications with, and obtain permits from, governmental entities for the construction, use, maintenance, and removal of the Structures, and Landlord shall reasonably cooperate at no cost to Landlord and hereby grants Tenant a limited power of attorney solely for this purpose. All such permits shall remain the property of Tenant. From and after the Rent Commencement Date, Tenant shall use commercially reasonable efforts to maintain any and all permits required for the operation of the Structures and shall comply with all applicable laws related to the same. Tenant may elect, but shall have no obligation, to pursue any zoning matter or to continue to maintain any permit. Tenant is the owner of the Structures under this Lease and has the right to remove the Structures at any time or within forty-five (45) days following the termination or expiration of this Lease. Landlord shall provide all reasonably necessary access to Tenant for such removal. If for any reason not caused by Tenant, the Structures are removed, materially damaged or destroyed, all rent payments shall cease until the Structures are rebuilt, provided Tenant is reasonably pursuing. If the Structures are removed for any reason, only the above-ground portions of the Structures need be removed and the area immediately surrounding the foundation shall be restored, reasonable wear and tear excepted. 6. Landlord and Landlord’s tenants, agents, employees or other persons acting on Landlord’s behalf, shall not place or maintain any object on the Property or any neighboring property owned or controlled by Landlord which, in Tenant’s sole and reasonable opinion, would obstruct access to the Property or all or any portion of the view of the advertising copy on the Structures. If Landlord fails to remove the obstruction within five (5) business days after notice from Tenant, Tenant may in its sole discretion: (a) remove the obstruction at Landlord’s expense; or (b) reduce the rent to One Hundred Dollars ($100.00) per year while the obstruction continues. Tenant may trim any trees and vegetation currently on the Property and on any neighboring property owned or controlled by the Landlord as often as Tenant in its sole and reasonable discretion deems appropriate to prevent obstructions. Without limiting the foregoing, Landlord shall not permit any neighboring property owned or controlled by Landlord to be used for off-premise advertising. 7. Tenant’s rights under this Lease are subject to all present building restrictions, regulations, zoning laws, ordinances, resolutions and orders of any local, state or federal agency, now or hereafter having jurisdiction over the Property or the Tenant’s use of the Property or the operation of the Structures, unless the Structures are altered in a manner not allowed under this Lease and its permits or the Structures are destroyed and rebuilt in which case future building restrictions, regulations, and zoning laws would apply. Tenant must at all times use its commercially reasonable best efforts to minimize any impact that its use of the Property will have on other uses of the Property. Tenant may not remove, damage, or alter in any way any improvements or property of the Landlord upon the Property, whether currently existing or installed in the future, without the Landlord’s prior written approval. Tenant must repair any damage or alteration to the Property to the same condition that existed before the damage or alteration. Tenant has non-exclusive right for ingress and egress, seven days a week, 24 hours a day, for the construction, installation and maintenance of the Structures, which right will be exercised so as to not unreasonably interfere with Landlord operations or use of the Property. Landlord may, at all times, enter upon the Property for any lawful purpose, provided the action does not unreasonably interfere with the Tenant’s use or occupancy of the Property. Without limiting the generality of the foregoing, the Landlord and any furnisher of utilities and other services may, at their own cost: (a) enter upon the Property at any time to make repairs, replacements or alterations that, in the opinion of the Landlord or the furnisher of utilities and other services, may be necessary or advisable and from time to time to construct or install over, in, or under the Property systems or parts,; and (b) in connection with any maintenance, use the Property for access to other parts in and around the Property, provided that in the exercise of these rights of access, repairs, alterations or new construction, the Landlord does not unreasonably interfere with the use and occupancy of the Property by the Tenant. The exercise of any of the foregoing rights by the Landlord or others does not constitute a termination of the Lease, nor serve as the grounds for any abatement of Rent, or any claim for damages. 8. Lighting Standards. Tenant shall comply with the standards as adopted by the Outdoor Advertising Association of America, Inc. (“OAAA”), including but not limited to, the 0.3 foot- candles limitation over ambient light levels at 250 feet, and ensuring additional flexibility in reducing such maximum light level standard given the lighting environment, the obligation to have automatic dimming capabilities, as well as providing the City’s Planning Manager or designee with a designated Tenant employee’s phone number and/or email address for emergencies or complaints that will be monitored 24 hours a day/7 days per week. Upon any reasonable complaint by the City’s Planning Manager or designee, Tenant shall perform a brightness measurement of the display using OAAA standards and provide Landlord with the results of 82741.00026\31973527. 6 same within five (5) business days of the Landlord’s complaint. Tenant shall dim the display to the appropriate setting immediately upon the conclusion of any such measurement that concluding that the light standards were exceeded. In the event ten (10%) percent or more of the digital sign face is not operating correctly or in the event of a malfunction, Tenant shall immediately turn the entire display off, or show a one hundred (100%) percent black image on the display until corrected 9. In operating the Structures, Tenant shall conform to all valid and applicable laws and regulations, including laws and regulations pertaining to outdoor advertising. Tenant shall not display any message that in the reasonable judgment of the Landlord: (a) is false, misleading, or deceptive; (b) promotes the sale or use of tobacco products, or marijuana; (c) depicts violence or relates to illegal activity; (d) contains “obscene matter,” as that term is defined in local, California or federal law, including but not limited to any statements or words of an obscene, indecent or immoral character, or any picture or illustration of any human figure in such detail as to offend reasonable community standards; (e) contains any “political advertising,” which means advertising that promotes or opposes any candidate for public office or promotes or opposes a ballot measure, referendum, bond issue, or any federal, state or local legislation, regulation, or other discretionary action; (f) contains language that presents a clear-and-present danger of causing riot, disorder, or other imminent threat to public safety, peace, or order; (g) promotes any product, service or activity that is illegal under federal, state, or local law; or (h) promotes adult entertainment (all the foregoing, “Restricted Advertising”). Notwithstanding anything to the contrary herein, in the event that Tenant inadvertently places any Restricted Advertising on the Structures, Landlord shall provide written notice to Tenant and Tenant shall use commercially reasonable efforts to remove such Restricted Advertising within twenty-four (24) hours of such notice. 10. Maintenance and Repair/Compliance With Laws. a. Maintenance and Repair. Tenant shall be responsible for all maintenance and repair of the Structures so long as it remains on the Property, its appurtenances, and any improvements or replacements. Tenant must operate and maintain the Property in an orderly and clean manner and the Structures in a well-maintained state at all times. Tenant and Landlord have agreed that the sign(s) on the Structures shall be digital, and that there shall be a minimum of two (2) faces operable at all times, except as otherwise provided in this Lease. Landlord and Tenant agree that Tenant will be responsible for all the on-going maintenance and operation of the Structures, its support structure, and all attendant facilities under Tenant’s use and control on the Property, including without limitation, payment of all utilities related to the Structures operations. Tenant will be responsible for the prompt removal of any graffiti from the Structures, any support structure, and attendant facilities under Tenant’s use and control. Tenant may make structural alterations, additions or betterments to the Property only with the prior written consent of Landlord. At no cost to Landlord, Tenant must provide and pay for all utility connections, utility equipment, and utility service required to renovate, operate, maintain, repair, improve, or reposition the Structures throughout the Term. b. Compliance With Laws. Tenant may not use or permit the Property to be used in any way that violates this Lease or any valid and applicable statute, ordinance, regulation, rule, or order of any federal, state, or local governmental entity (including City) (“Laws”). Tenant shall comply with all Laws. Tenant may not maintain or commit, or permit the maintenance or commission of, any public or private nuisance as defined by any law applicable to the Property. c. Hazardous Materials. Neither Tenant nor any of Tenant’s representatives or agents may use, handle, store, transport, treat, generate, release or dispose of any hazardous materials anywhere in, on, under or about the Property, the Structures, or any improvements thereon. Notwithstanding the foregoing, Tenant may use, handle, store, transport, treat, generate, release or dispose of any Hazardous Materials in such limited amounts as are customarily used to renovate, operate, maintain, repair, improve, or remove the Structures in accordance with this Lease, and so long as Tenant is at all times in full compliance with all applicable environmental laws. Tenant must cause any and all Hazardous Materials brought onto, used, generated, handled, treated, stored, released or discharged by Tenant or its authorized representatives on or under the Structures, the Property, or any improvements thereon to be removed therefrom and transported for disposal in accordance with applicable laws, including Hazardous Materials Laws. City will have the right to enter the Property, or any improvements thereon, from time to time to conduct tests, inspections and surveys concerning Hazardous Materials and to monitor Tenant’s compliance with its obligations concerning Hazardous Materials and Hazard Materials Laws (the City agrees that all such testing, inspections, surveys and monitoring will be at the City’s expense unless the results of such testing, inspections, surveys or monitoring demonstrate that, with respect to Tenant’s use, handling, storage, transportation, treatment, generation, release or disposal of Hazardous Materials in, on, under or about the Property, the Structures, or any improvements thereon, Tenant has violated its obligations contained in this Lease or any federal, state or municipal law or regulation applicable thereto). Tenant must promptly notify City in writing upon its actual knowledge of: (a) any release or discharge of any Hazardous Material by Tenant or its authorized representatives; (b) any voluntary clean-up or removal action instituted or proposed by Tenant, (c) any enforcement, clean-up, removal or other governmental or regulatory action instituted or threatened against Tenant, or (d) any claim 82741.00026\31973527. 6 made or threatened by any person against Tenant, the Structures, the Property, or any improvements thereon relating to Hazardous Materials or Hazardous Materials Laws. Tenant must also supply to City as promptly as possible, and in any event within five (5) business days after Tenant receives or sends same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in any way to the Structures, the Property, any portion thereof, or any improvements thereon or Tenant’s use thereof and concerning Hazardous Materials or Hazardous Materials Laws. In the event Tenant institutes a cleanup or removal action, Tenant must provide copies of all work plans and subsequent reports submitted to the governmental agency with jurisdiction to City in a timely manner. Tenant must indemnify and defend City any third party claims, causes of action, liabilities, losses, damages, injunctions, suits, fines, penalties, costs or expenses (including attorneys’ fees and expenses and consultant fees and expenses) caused or alleged to have been caused by the presence of Hazardous Materials in, on, under, about, or emanating from the Structures, the Property, or any improvements thereon, due to the acts of Tenant or its authorized representatives in accordance with this Lease. The term "Hazardous Materials" as used in this Lease includes any hazardous, toxic, contaminated or polluting substance, material or waste which is regulated by any local governmental authority or special district, the State of California or the United States Government, including any material, contaminant, pollutant, or substance which is: (i) designated as a "hazardous waste," "hazardous material," "hazardous substance," "extremely hazardous waste" or "restricted hazardous waste"; (ii) flammables or explosives; (iii) petroleum or petroleum products; (iv) asbestos; (v) polychlorinated biphenyls ("PCB"), or PCB-containing materials; (vi) radioactive materials; or (vii) materials or chemicals stated to be known to cause cancer or reproductive toxicity. In addition, the term "Hazardous Materials" shall also include those materials and substances which are deemed to be hazardous under applicable case law and/or common law theories including, without limitation, theories of nuisance and tort liability. 11. If, in Tenant’s sole and reasonable opinion, for any reason not caused by Tenant: (a) the view of the Structures’ advertising copy becomes entirely or partially obstructed, (b) electrical service or illumination is unavailable or restricted; (c) the Property cannot safely be used for the erection or maintenance of the Structures for any reason; (d) the Property becomes unsightly; (e) there is a diversion, reduction or change in directional flow of traffic from the street or streets currently adjacent to or leading to or past the Property; (f) the Structures’ value for advertising purposes is diminished; (g) Tenant is unable to obtain or maintain any necessary permit for the erection, use and/or maintenance of the Structures; or (h) the Structures’ use is prevented or restricted by law, or Tenant is compelled or required by any governmental entity to reduce the number of billboards operated by it in the city, county or state in which the Structures are located; then Tenant may immediately at its option either: (i) reduce rent in direct proportion to the loss suffered for so long as such loss continues; or (ii) cancel this Lease and receive all pre-paid rent for any unexpired term of this Lease. 12. If the Structures or the Property, or any part thereof, is condemned by proper authorities; taken without the exercise of eminent domain, whether permanently or temporarily; or any right-of-way from which the Structures are visible is relocated, Tenant shall have the right to relocate the Structures on Landlord’s remaining adjacent property or to terminate this Lease upon not less than thirty (30) days’ notice and to receive all pre-paid rent for any unexpired term of this Lease (but not the Advance Payments). Tenant shall be entitled to all compensation and other remedies provided by law, including, without limitation, just compensation for the taking of the Structures, value of permits, if any, and Tenant’s leasehold interest in this Lease, and/or relocation assistance. Landlord shall assert no rights in Tenant’s interests so long as Landlord’s claim for its Property is not reduced by Tenant’s claim. If condemnation proceedings are initiated, Landlord shall include Tenant as a party thereto. No right of termination set forth anywhere in this Lease may be exercised prior to the sale to any entity with the power of eminent domain or by or for the benefit of any entity with the power of eminent domain. Neither party may apportion the other party’s awarded interest without the express written consent of said party. 13. Landlord represents that it is the owner of the Property, and both Landlord and Tenant represent to the other Party that it has the authority to enter into this Lease. Each of the persons executing this Lease on behalf of Tenant warrants and represents that Tenant is a duly organized and validly existing entity and that the persons signing on behalf of Tenant are authorized to do so and have the power to bind Tenant to this Lease. Either Party shall provide, if requested by the other Party, from time to time during the Term upon not less than twenty (20) days’ prior written notice from the other Party, execute, acknowledge and deliver to the other Party, or such persons or entities designated by such other Party, a statement in writing certifying: (a) the Effective Date and expiration date of this Lease as well as the operational date of the Structures,; (b) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the Lease is in full force and effect as modified and stating the modifications),; (c) that there are no defaults under this Lease (or if so, specifying the same),; (d) the dates, if any, the Base Rent has been paid,; and (e) any other information that may be reasonably required by any such persons or entities. Any such certificate delivered pursuant to the provisions hereof may be relied upon by the other Party or any prospective purchaser or encumbrancer of its estate. The City Manager will be authorized to execute, acknowledge and deliver any such certificate on behalf of Landlord. 82741.00026\31973527. 6 14. If the Property is currently encumbered by a deed of trust or mortgage, ground lease or other similar encumbrance, Landlord shall deliver to Tenant on or before the Commencement Date a non-disturbance agreement in a form reasonably acceptable to Tenant. 15. Tenant assumes all risks of its operations on the Property. Tenant agrees to defend, indemnify, and hold harmless Landlord from all claims, actions, damages, demands, liability, costs, fines, judgments, liens, losses and expenses (including without limitation court costs and reasonable attorneys’ fees) (collectively, “Claims”) arising from: (a) Tenant’s negligence, willful misconduct or failure of Tenant to comply with any of Tenant’s obligations hereunder; (b) the use, occupation, maintenance of the Structure(s), or any work or activity in or about the Property by Tenant or its agents, employees, contractors, licensees or invitees; or (c) the breach of its representations and warranties. If any action or proceeding is brought against Landlord or its officers, agents, or employees by reason of any such claim for which Tenant has indemnified them, Tenant, upon written notice from Landlord, will defend the same at Tenant’s expense with counsel reasonably satisfactory to them. Notwithstanding the foregoing, Tenant shall not be liable to Landlord for any Claims which arise or are caused by the negligence or willful misconduct of Landlord or its agents, contractors, employees, customers, invitees, tenants or licensees. This indemnity obligation shall survive the expiration or earlier termination of this Lease. Neither Party is liable to the other, or any of their respective agents, representatives, employees for any lost revenue, lost profits, loss of technology, rights or services, incidental, punitive, indirect, special or consequential damages, loss of data (except as provided herein), or interruption or loss of use of service (except as provided herein), even if advised of the possibility of such damages, whether under theory of contract, tort (including negligence), strict liability or otherwise. 16. Tenant must procure and at all times maintain the minimum insurance as outlined below for its operations on the Property: a. Minimum Insurance Requirements. 1. Workers’ Compensation Insurance with Statutory Limits. This policy shall include employer’s liability insurance with limits of at least $1,000,000. 2. Commercial General Liability Insurance m the minimum amounts indicated below or such additional amounts as reasonably required by Landlord, including, but not limited to, Contractual Liability Insurance (specifically concerning the indemnity provisions of any agreement with Landlord, Products-Completed Operations Hazard, Personal Injury (including bodily injury and death), and Property Damage for liability arising out of your performance of work for Landlord Said insurance shall have minimum limits for Bodily Injury and Property Damage Liability equal to the policy limits, but not less than $2,000,000 each occurrence and $4,000,000 aggregate. 3. Automobile Liability Insurance against claims of Personal Injury (including bodily injury and death) and Property Damage covering all owned, leased, hired and non-owned vehicles used in the performance of services pursuant to an agreement with Landlord with minimum limits for Bodily Injury and Property Damage Liability equal to the policy limits, but not less than $1,000,000 each occurrence. Coverage shall include any auto. b. Insurance must be issued by a company authorized to provide coverage in California and rated at least A-VII by AM Best and naming Landlord and its board members, officials, officers, agents, and employees as an additional insured by endorsement with a requirement of written notice to Landlord prior to cancellation for any reason other than nonpayment of premium. Tenant shall provide written notice to Landlord of cancellation of any required insurance policy for any reason. c. The insurance must also include advertising and contractual liability coverage for the obligation of indemnity assumed in this Lease, subject to standard policy provisions and exclusions. d. Tenant’s insurance must be primary and non-contributory with respect to all other available sources. Tenant must provide appropriate certificates and endorsements of insurance to Landlord for all insurance policies required by this section. e. Notice of Cancellation. Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to Landlord for any reason other than nonpayment of premium Tenant shall provide written notice to Landlord of cancellation of any required insurance policy for any reason. f. Waiver of Subrogation. Tenant hereby grants to Landlord a waiver of any right to subrogation which any insurer of said Contractor may acquire against Landlord by virtue of the payment of any loss under such insurance. Contractor agrees to make reasonable efforts to obtain any endorsement that may be necessary to effect this waiver of 82741.00026\31973527. 6  subrogation, but this provision applies regardless of whether or not Landlord has received a waiver of subrogation endorsement from the insurer. 17. Taxes. Tenant must pay any leasehold tax, possessory-interest tax, sales tax, personal property tax, transaction privilege tax or other exaction assessed or assessable as a result of its occupancy of the Property under authority of this Lease or due to installation of the Structure(s), or other tax pursuant to Revenue and Tax Code 107.6. 18. If (a) Tenant has not been informed of the current address of Landlord or its authorized agent, or (b) two or more of the monthly payments sent by Tenant are not deposited by Landlord within ninety (90) days after the last such payment is sent by Tenant, then no further rent shall be payable hereunder for the period commencing with the due date of the first such payment not deposited and continuing until Landlord: (i) gives Tenant notice of its business address or that of its authorized agent; or (ii) deposits all previous payments. In either case, Tenant’s rent obligations shall be reinstated retroactively as if neither event described in (a) or (b) of this section had occurred, and such action will not be considered a breach of the Lease by Tenant. 19. This Lease is binding upon the heirs, assigns and successors of both Landlord and Tenant. Landlord agrees not to assign this Lease except as otherwise expressly set forth in this Section 19. Landlord agrees not to assign this Lease to any competitor of Tenant without Tenant’s written permission. Tenant shall not assign, sub-lease, license, transfer or encumber any interest in this Lease, allow any third party to use any portion of the Property, or except for publicly traded companies, permit the transfer in the aggregate of fifty (50%) percent or more of the direct or indirect ownership interests of Tenant or other change in control (where ‘control’ means the power to direct the management and affairs of Tenant) of Tenant (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted Transfer in violation of this Section shall, at Landlord’s option, be void and/or constitute a default by Tenant under this Lease. Any Transfer shall be only for the Permitted Uses and in no event shall any Transfer release or relieve Tenant from any obligation under this Lease. Tenant shall provide Landlord with business and financial statements for the proposed transferee, a complete copy of the proposed transfer documents, and such other information as Landlord may reasonably request and a transfer fee of two thousand ($2,000.00) dollars. Landlord shall, by written notice to Tenant within fifteen (15) days of its receipt of the required documentation, either consent to the Transfer or reasonably refuse to consent to the Transfer setting forth its reasons for such refusal. 20. Any notice to any party under this Lease shall be in writing by commercial carrier, certified or registered mail, and shall be effective on the earlier of: (a) the date when delivered and receipted for by a person at the address specified below,; or (b) the date which is three (3) days after mailing (postage prepaid) by commercial carrier, certified or registered mail, return receipt requested, to such address; provided that in either case notices shall be delivered to such other address as shall have been specified in writing by such Party to all parties hereto prior to the notice being delivered. If to Landlord: If to Tenant: City of Galt Clear Channel Outdoor Attn: City Manager Attn: Vice President, Real Estate 380 Civic Drive 401 Slobe Ave Galt, CA 95632 Sacramento, CA 95815 With a copy to: With a copy to: City of Galt Clear Channel Outdoor Attn: City Attorney Attn: Legal Department 380 Civic Drive 2325 East Camelback Road, Ste. 400 Galt, CA 95632 Phoenix, AZ 85016 21. This Lease shall be governed exclusively by the provisions hereof and by the laws of the state and county in which the Property is located, as the same may from time to time exist without regard to conflicts of law provisions. If suit is brought (or arbitration instituted) or an attorney is retained by any Party to this Lease because the other Party breached this Lease, the prevailing Party shall be entitled to reimbursement for reasonable attorneys’ fees and all related costs and expenses. Each of Landlord and Tenant irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this Lease or the transactions contemplated hereby. 22. Waiver. Failure by a Party to take any authorized action upon default by the other Party of any of the other Party’s obligations does not constitute a waiver of the default nor of any subsequent default by the other Party. The waiver by any Party of any breach of any term, covenant, or condition herein contained shall not be deemed to be a waiver of any other 82741.00026\31973527. 6 term, covenant, or condition, or of any subsequent breach of the same term, covenant, or condition. 23. Acceptance of Rent, Percentage Rent and other payments by Landlord under the terms of this Lease for any period after a default by the Tenant of any of its obligations is not considered waiver or estoppel of Landlord’s right to terminate this Lease for any subsequent failure by the Tenant to comply with its obligations. 24. Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Lease, the language shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days or calendar weeks, and not work days, unless otherwise specified herein. All references to Landlord or Tenant shall include their respective directors, elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Lease. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Lease. 25. Amendment/Modification. No supplement, modification, or amendment of this Lease shall be binding unless executed in writing and signed by all Parties. 26. No Third-Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 27. Invalidity/Severability. If any portion of this Lease is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 28. Time is of the Essence. Time is of the essence of each and every provision of this Lease. 29. Binding Agreement. Subject to any limitation on assignment elsewhere set forth herein, all terms of this Lease shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective legal representatives, successors and assigns. 30. CASp Disclosure. This subsection is intended to comply with the terms of California Civil Code Section 1938 which provides that a commercial property owner or lessor shall state on every lease form or rental agreement executed on or after July 1, 2013, whether the property being leased or rented has undergone inspection by a Certified Access Specialist (“CASp”), and, if so, whether the property has or has not been determined to meet all applicable construction- related accessibility standards pursuant to California Civil Code Section 55.53. Pursuant to California Civil Code Section 1938, Landlord and Landlord hereby advise Tenant that the Property has not undergone an inspection by a CASp. Landlord acknowledges and agrees that nothing contained in California Civil Code Section 1938 requires that the Property be inspected by a CASp. 31. Neither Landlord nor Tenant shall be bound by any terms, conditions or oral representations that are not set forth in this Lease. This Lease represents the entire agreement of Tenant and Landlord with respect to the Structures and the Property and supersedes any previous agreement. Landlord and Tenant agree and acknowledge that: (i) this Lease has been freely negotiated by both Parties; and (ii) in the event of any controversy, dispute, or contest over the meaning, interpretation, validity, or enforceability of this Lease, or any of its terms or conditions, there shall be no inference, presumption, or conclusion drawn whatsoever against either Party by virtue of that Party having drafted this Lease or any portion thereof. Landlord hereby grants Tenant all rights necessary to record a memorandum of this Lease in the form attached hereto as Exhibit D without Landlord’s signature, including a limited power of attorney solely for such purpose. 32. This Lease may be executed in one or more counterparts, each of which shall be deemed an original but all of which when taken together shall constitute one and the same instrument. TENANT: LANDLORD: CLEAR CHANNEL OUTDOOR, LLC CITY OF GALT By: By: Name: Bryan Parker Name: Name Its: EVP Real Estate & Public Affairs Its: Title Telephone No. (602) 381-5700 Telephone No. Telephone No. Facsimile No. Fax No. Facsimile No. Fax No. SS or Tax ID No. SS or Tax ID No. 82741.00026\31973527. 6  EXHIBIT A LEGAL DESCRIPTION & PERMANENT PROPERTY TAX NUMBER S.R. 99, WEST SIDE, 0.24 MILES S/O C STREET, GALT, CA LOT 6, CHABOLLA HISTORICAL PARK EXC ALL THAT POR DES AS BEGAT THE MOST SL'Y COR OF SD LOT; TH N00%36'W 9.50 FT; THN44%43'32"E 104.08 FT; TH S24%07'E 2.35 FT; TH S42%20'50"W110 FT TO THE POB CONTG 1.08 AC; SACRAMENTO COUNTY PARCEL NUMBERS 150-0391-045 AND 150-391-041. 82741.00026\31973527. 6  EXHIBIT B RENTAL TERMS & SCHEDULE MAG & PERCENTAGE RENT Tenant shall pay base rent (“Base Rent”) in the applicable annual Base Rent amount set forth below, payable in twelve (12) equal monthly installments on or before the first day of each month (prorated for any partial months). In addition, within thirty (30) days following the one (1) year period after the Rent Commencement Date and each anniversary thereof during the Term, Tenant shall pay to Landlord the amount, if any, by which twenty-three (23%) percent of the annual net advertising revenue (defined as gross advertising revenue less any agency commission, which shall not exceed sixteen and two-thirds (16 2/3%) percent) indefeasibly received and recognized by Tenant for the Structures in respect of such one-year period exceeds the Base Rent paid to Landlord during such year (“Percentage Rent”). Such Percentage Rent payment shall be accompanied by a reasonably detailed statement of how such Percentage Rent was calculated. To the extent permitted by law (including the Public Records Act and the Freedom of Information Act), Landlord shall maintain such information as confidential and solely for revenue verification purposes. If Landlord’s review reveals any additional amount due to Landlord, Tenant shall deliver such additional undisputed payment within fifteen (15) days written notice thereof. Lease Year 2 Digital Faces 1 $100,000.00 2 $100,000.00 3 $100,000.00 4 $100,000.00 5 $100,000.00 6 $106,000.00 7 $106,000.00 8 $106,000.00 9 $106,000.00 10 $106,000.00 11 $112,000.00 12 $112,000.00 13 $112,000.00 14 $112,000.00 15 $112,000.00 16 $118,000.00 (CCO Option term) 17 $118,000.00 (CCO Option term) 18 $118,000.00 (CCO Option term) 19 $118,000.00 (CCO Option term) 20 $118,000.00 (CCO Option term) 21 $124,000.00 (CCO Option term) 22 $124,000.00 (CCO Option term) 23 $124,000.00 (CCO Option term) 24 $124,000.00 (CCO Option term) 25 $124,000.00 (CCO Option term) 82741.00026\31973527. 6  EXHIBIT C STANDARDS 82741.00026\31973527.6 82741.00026\31973527.6 82741.00026\31973527.6  EXHIBIT D MEMORANDUM OF LEASE WHEN RECORDED MAIL TO: CLEAR CHANNEL OUTDOOR, LLC Attn: Legal Department 2325 East Camelback Road, Suite 400 Phoenix, Arizona 85016 EXEMPT FROM RECORDING FEES PURSUANT TO GOVERNMENT CODE SECTION 27383 MEMORANDUM OF LEASE THIS MEMORANDUM OF LEASE (this “Memorandum”) is made by THE CITY OF GALT, a California municipal corporation, (“Landlord”), whose address is 380 Civic Drive, Galt, CA 95632 and CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company (“Tenant”), whose address is 401 Slobe Ave, Sacramento, CA 95815 upon the following terms: 1. Landlord is the owner of the following described Property: LOT 6, CHABOLLA HISTORICAL PARK EXC ALL THAT POR DES AS BEGAT THE MOST SL'Y COR OF SD LOT; TH N00%36'W 9.50 FT; THN44%43'32"E 104.08 FT; TH S24%07'E 2.35 FT; TH S42%20'50"W110 FT TO THE POB CONTG 1.08 AC; SACRAMENTO COUNTY PARCEL NUMBERS 150-0391-045 AND 150-391-041. 2. Landlord and Tenant have entered into that certain Lease Agreement, dated ____________, 2019 (the “Lease”), wherein Tenant has leased portion(s) of the Property for the construction, maintenance and operation of one or more outdoor advertising structures for a term beginning ____________, and continuing for a maximum period of 25 years, including extensions and renewals, if any. 3. Under the Lease, Tenant has the right to record this Memorandum without the signature of Landlord. 4. The purpose of this Memorandum is to give record notice of the Lease and of the rights created thereby, all of which are hereby confirmed. IN WITNESS WHEREOF, Tenant and Landlord have executed this Memorandum as of the __ day of ____, 2019. TENANT: CLEAR CHANNEL OUTDOOR, LLC, a Delaware limited liability company By:_____________________________ Name: Bryan Parker Title: EVP Real Estate & Public Affairs LANDLORD: CITY OF GALT, a California municipal corporation By:_____________________________ Name: Name Title: Title 82741.00026\31973527.6  A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. STATE OF CALIFORNIA ) ) COUNTY OF __________________ ) On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) 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 authorized capacity(ies), 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. Name: Notary Public 82741.00026\31973527.6 INDEPENDENCE DAY Celebration JULY 4 I M A G E COPYRIGHT 2019 Original artwork, designs & layouts are the sole property of Encore Image and may not be reproduced, displayed, transmitted to anyone, in full or in part without the written consent of Encore Image.  CLEAR CHANNEL OUTDOOR DIGITAL BILLBOARD City of Galt property: Hwy 99, west side, 0.24 miles s/o C Street SIGN INFORMATION Sign dimensions: 65’ overall height; 14’ x 48’ faces “V” angle between faces for optimized highway views Decorative column cladding approx. 7’ at greatest width Sign placement: Column placed in existing curbed landscape area No parking stalls eliminated by this placement 48’ clearance beneath sign; no parking lot impact Vegetation impact: One evergreen tree must be removed for view Minor impact on ground vegetation near column Tree removal approved by Parks & Recreation Sign safety: Automatic dimming with photo sensors Brightness limited to 0.3 foot-candles above ambient Auto-shutoff / switch to black in event of major malfunction Impact on vicinity: “V” spread orients the south face away from homes to southwest Nearest distance to residential is 200 feet at this angle Sign does not conflict with Schwab and Burger King signs Electricity: SMUD power from transformer to south, near Burger King All costs borne by Clear Channel Outdoor Public benefits: Rent payments to City/Parks & Recreation Department Display of Amber Alerts and other emergency messages Up to 5% of space available every 4 weeks for Landlord usage. Guaranteed 10% discount from published rate card for national/regional businesses that are City of Galt Chamber of Commerce members & are solely located or headquartered in Galt Attractive illuminated city logo on column cladding Ad restrictions: Cannabis (also CCO policy due to park nearby) Political ads  AERIAL IMAGE AND SIGN RENDERING In this position, the nearest part of the sign is 200 feet from the nearest corner of the R zone.  HIGHWAY SIGN VIEWS View of north face from Highway 99 View of south face from Highway 99  REPORT – Billboard Sign Assessment To: Chris Erias City of Galt From: Scott Sheldon cc: Ashante’ Reid Date: 23 May 2018 Re: Billboard Sign Location Evaluation City of Galt Lands Chris, per our discussion and agreement, the following is our assessment of the three properties owned and/or controlled by the City of Galt located adjacent to SR 99. We have obtained preliminary title information on each site, including assessor parcel maps, evaluated each site within the constraints of Caltrans regulations for general advertising permits along state controlled rights of way including: existing sign spacing, distance from a commercial business, and designated landscape freeway impacts. We also reviewed the City’s zoning and general plan maps and ordinance regulating such signs. In addition, I personally visited each site, evaluating them for the potential to support a new sign, including photographing and videos of each (videos are not included as part of this report, however we can review when we meet). There are currently two sign companies with Caltrans permits operating within the city limits: Rogers Media Company & Outfront Media. The Rogers sign is non-conforming, the Outfront signs are active and compliant, per Caltrans reporting. In the surrounding San Joaquin, Sacramento County area, Clear Channel Outdoor and Marquee Sign Company also operate billboard signs. We have included the Caltrans Freeway ADT counts on SR 99 which indicates approximately 75,000- 78,000 vehicles/day. The value of billboard signs is generally reflective of the traffic count and speed of the autos. Site No. 1 – Twin Cities Road (104): This site is located at the northern portion of the City, with a General Plan designation of Commercial, and Zoning of Highway Commercial. The property is currently vacant land with overhead utility lines crossing a portion of the land. It is not located in a designated 450 Chadbourne Road Suite G • Fairfield, CA 94534 • phone 707.639.1000 • fax 707.312.5200 • www.terraadvisors.net  Galt Billboard Sign Assessment Page 2 of 3 Landscape Freeway, however this property is located at an at grade overcrossing, with the freeway routed below the Stockton Street grade which impacts visibility SB on SR 99. There are also many trees on the Caltrans ROW which block visibility to the site both NB & SB. Due to the lack of visibility SB, and limited view lines NB on SR 99, we do not believe this is a viable site for a billboard sign: static or digital. Site No. 2 – Camellia Way This site is located north of a major off-ramp and double overcrossing in the central part of the City, with a General Plan designation of Commercial, and Zoning of Highway Commercial. The site is currently being used as a construction staging area, but is overwise vacant land. It is partially located in a designated Landscape Freeway, however there is an at grade double overcrossing with the freeway routed underneath which impacts visibility NB on SR 99. Due to the lack of visibility NB on SR 99, as well as the property location and SB off-ramp configuration, we do not believe this is a viable site for a digital billboard sign. There may be interest in a single face static sign at this location from a sign company. Site No. 3 & 4 – Fairway Drive This site is located south of a major on-ramp and double overcrossing in the central part of the City, with a General Plan designation of Public Quasi-Public, and Zoning of Public Quasi-Public. The site is currently utilized as a parking lot for the park land directly west of the property. It is adjacent to commercial businesses, but also adjoins a residential area. It is not located in a designated Landscape Freeway, however there is an at grade overcrossing with the bypass routed underneath which has a partial impact on the SB sightlines along SR 99. We believe there may be interest from sign companies in constructing and operating either a static or digital two face sign at this location. Assessment - Recommendations: Site 3 & 4 has the potential to attract a sign company, however the City will need to change their general plan and zoning designation to a commercial land use, which is the adjoining property designations to the north and south of the site, in order to obtain a State Permit for a sign. In addition, digital LED signs have lighting impacts, with the placement and position of any sign to be addressed relative the adjoining single family residential homes. We have provided an exhibit which indicates a possible sign location approximately 250’ from the closest home. Lighting studies used by Caltrans and sign companies typically call for this 250’ distance to not have a negative impact on residential developments, however we have entitled digital signs with only 180’ of distance. During our field visit, we filmed the NB & SB approach on SR 99, and even with the double overcrossing there is still good visibility SB. 450 Chadbourne Road Suite G • Fairfield, CA 94534 • phone 707.639.1000 • fax 707.312.5200 • www.terraadvisors.net  Galt Billboard Sign Assessment Page 3 of 3 As a point of reference, static signs in this area should generate revenue in the $35 - $50,000 per year range. If a larger sign company that constructs and operates digital signs is interested, revenue should be in the $100,000 per year range. Next steps: • With this information, ascertain City interest in creating a new revenue source. • Initiate process to change the general plan & zoning to be compliant with Caltrans regulations. • Modify the scope of the City’s design guidelines and ordinance to allow freeway oriented general advertising signs. • As signs can also be used as a “branding” tool for a city, create a design that accomplishes this in addition to the potential revenue from general advertising. • Prepare and distribute a RFP to all sign companies, to solicit proposals to construct and operate a new sign. We are available to meet with you and staff to discuss this in greater detail. Thank you. 450 Chadbourne Road Suite G • Fairfield, CA 94534 • phone 707.639.1000 • fax 707.312.5200 • www.terraadvisors.net