25J - AGMT - BRISTOL TENANT PHASE 4

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SETTLEMENT AGREEMENT AND GENERAL RE ASE This Settlement Agreement and General Release ( "Agreement") is entered into by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the state of California ( "City ") and Outfront Media, LLC, formerly known as and successor in interest to CBS Outdoor LLC ( "Outfront "), as of the date of full execution by all patties. Together, City and Outfrom will be referred to as the "Parties." RECITALS A. Outfront leases several parcels of real property within the City on which it has constructed and maintains outdoor advertising structures, otherwise known as billboards. Outfront displays advertisements on these billboards for its clients. B. City has acquired the real property at 2115 -2123 S. Bristol Street, Santa Ana ( "Property ") in which Outfront has a leasehold interest through February 28, 2030, under CBS Outdoor Lease No. 20034 ( "Lease "), and maintains a single billboard identified as Outfront Media Display No. 65001,/6843 ( "Billboard "). City has acquired the Property for the Bristol Street Widening Project ( "Project "). C. In exchange for the promises and consideration described below, Outfront has agreed to remove the Billboard to accommodate City's construction schedule for the Project and surrender any and all rights it has or may have under the Lease. D. It is the intent of the Parties for this Agreement to establish the terms of a full and complete resolution of all differences, contentions, claims, or potential claims. AGREEMENT Incorporating the Recitals above in this Agreement, the Parties hereby agree as follows: 1. Compensation to be Paid. Upon full execution of this Agreement, City agrees to pay Outfront $500,000 ( "Settlement Amount "). The Settlement Amount shall be made payable to " Outfront Media LLC" and shall be delivered to Outfitont's counsel at Miller Starr Regalia, Attn: Brian Shaffer, 1331 N. California Blvd., Fifth Floor, Walnut Creek, California 94596. The Settlement Amount shall be paid by City within sixty (60) days of the Effective Date (as defined below). 2. Removal of Billboard. At its sole expense and responsibility, Outfront agrees to remove the faces or panels of the Billboard upon which the advertisements are placed ( "Panels "). The Panels shall be removed by Outfront within seven (7) days following receipt of the Settlement Amount by Outfront ( "Removal Date "). Demolition of the remainder of the Billboard structure shall be conducted by City at City's sole expense and liability. Once the Panels are removed by Outfront, the continued presence of the remainder of the Billboard Structure, including but not limited to any below -grade portions of the Billboard, shall not constitute continued occupancy of the Property by Outfront. OTAD \53329 \1019225.4 25J -10