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Home My WebLink AboutSIGN CO, LP (2) !T j10"ATICE NOT rTUVIRFD N-2025-296 V40PK NlAY PROCEED CITY CLERK BATE: JAN 0 5 2026 SETTLEMENT AGREEMENT Jai rl w)YGYq) This Settlement Agreement (herein after "Agreement") is made and entered into by and between Sign Co,LP,a California limited partnership (`Billboard Operator")and the City of Santa Ana,a charter City and municipal corporation (the"City") on this�)&--- �-� ,2025 ("Effective Date"). Billboard Operator and City are also collectively referred to as "the Parties" herein or individually as a"Party." WHEREAS, the City is a city organized under the laws of the State of California, with all powers and duties afforded to a municipal corporation by State law and the City of Santa Ana Charter; and WHEREAS, Billboard Operator is a business owner located at 2401 South Pullman Street, Santa Ana, California 92705 ("Subject Property"); and WHEREAS, on or about September 7, 2023, the City and Billboard Operator entered into a Billboard Operating Agreement with respect to installation and operation of a digital billboard ("Digital Billboard")at the Subject Property("Billboard Operating Agreement")pursuant to Section 41-1113 of the Santa Ana Municipal Code ("SAMC"); and WHEREAS, the Billboard Operating Agreement imposed certain obligations upon Billboard Operator, including, but not limited to, the payment of an annual or yearly operating fee, to be paid the first day of the month of the year after the Commencement Date, as delineated in Section 4(A) of the Billboard Operating Agreement, and thereafter, with amounts specified in Exhibit A (Annual Payment Schedule) of the Billboard Operating Agreement; and WHEREAS, under Section 4 of the Billboard Operating Agreement, the first annual operating fee of thirty thousand dollars ($30,000) was due on January 3, 2025 ("2025 Annual Operating Fee"); and WHEREAS, under Section 6 of the Billboard Operating Agreement, Billboard Operator would be subject to past due penalties and interest for failure to make timely payment(s) when due; and WHEREAS, by January 31, 2025, Billboard Operator was required to pay, but did not pay, the 2025 Annual Operating Fee and, as of December 1, 2025, has incurred seventy thousand eight hundred and twenty-five dollars ($70,825) in penalties and interest, based on Section 6(A) of the Billboard Operating Agreement("Penalty and Interest Amount"); and WHEREAS, Billboard Operator now owes the City the 2025 Annual Operating Fee and the Penalty and Interest Amount,with a total amount of one hundred thousand eight hundred and twenty- five dollars ($100,825) due and owing to the City; and WHEREAS, Billboard Operator was also required to pay, but did not pay, two thousand five hundred dollars ($2,500) for the time and costs that had been incurred by the City in drafting and implementation of the Billboard Operating Agreement ("Reimbursement Amount"), pursuant to Section 16 of that Agreement; and WHEREAS,the Parties desire to resolve matters related to the 2025 Annual Operating Fee, the Reimbursement Amount, and the Penalty and Interest Amount, without resorting to pursuit of remedies in the Billboard Operating Agreement and/or litigation and, therefore, the Parties have agreed to enter into a complete and final settlement as delineated herein. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, it is hereby agreed by and between the Parties as follows: 1. Terms. The Parties agree as follows: a. Upon execution of this Agreement, Billboard Operator shall pay to the City the Reimbursement Amount, via cashier's check. b. No later than December 15, 2025, Billboard Operator shall pay to the City the 2025 Annual Operating Fee, via cashier's check. c. City agrees to waive the Penalty and Interest Amount specified herein so long as Billboard Operator meets its obligations pursuant to Section 1(a) and (b) above. d. Billboard Operator acknowledges that payment for the annual operating fee due in 2026 in the amount of forty-five thousand dollars($45,000)("2026 Annual Operating Fee") is due on January 5, 2026. If the 2026 Annual Operating Fee is not paid by January 31, 2026, penalties and interest will accrue as specified in Section 6(A) of the Billboard Operating Agreement, Billboard Operator further agrees that, should any penalties or interest be assessed pursuant to said Section, it will not seek waiver or reduction in annual operating fees for 2026 or any year thereafter for the term of the Billboard Operating Agreement. e. The City retains the right to pursue any and all remedies available to it for violation of any and all provisions of the Billboard Operating Agreement, except as to the payments made pursuant to this Agreement, and does not waive any provision of the Billboard Operating Agreement, which continues to be in full force and effect unless amended. 2. Predecessors, Successors and Assigis.This Agreement and all terms,conditions,and obligations contained herein are binding upon all persons having or acquiring any right or title in the Digital Billboard on the Subject Property, including any leasehold interest, or any part thereof,-and-any assigns and successors-in-interest of the Parties. 3. Representation, The Parties hereto represent and acknowledge that, in executing this Agreement, they do not rely and have not relied upon any representation or statement made by any of the Parties or by any of the Parties' agents, attorneys, or representatives with regard to the subject matter, basis, or effect of this Agreement or otherwise, other than those specifically stated in this Agreement. 4. Attorney's Fees, Should any Party hereto institute any legal action or proceeding to enforce any provision of this Agreement or for damages by reason of any alleged breach of any provision of this Agreement, the prevailing Party shall be entitled to recover from the non-prevailing Party all costs and expenses, including, without limitation, reasonable attorney's fees, court costs, and disbursements actually and reasonably incurred in connection with said proceeding. Without limiting the generality of the immediately preceding sentence,the Parties acknowledge and agree that actions to enforce the performance of this Agreement shall not be considered an action to enforce this Agreement. 5, Non-Waiver.Notwithstanding any provision in this Agreement to the contrary,the approval and acceptance of this Agreement by the City shall not be deemed a waiver or release of any applicable provision or alleged breach of the Billboard Operating Agreement by the Operator, or of any applicable ordinance or law of the City or the general police power of the City. 6. Choice of LawNenue. This Agreement shall be governed by and construed under the laws of the State of California. If any provision of this Agreement is invalid or contravenes California law, such provision shall be deemed not to be a part of this Agreement and shall not affect the validity or enforceability of the remaining provisions. Nothing contained herein shall be construed so as to require the commission of any acts contrary to law, and wherever there is a conflict between any provisions of this Agreement and any present or future statute, law, ordinance, or regulation,the former shall be curtailed and limited only to the extent necessary to make it comply with such statute, law, ordinance, or regulation. Any action arising out of this Agreement, or the matters addressed herein, shall be brought within the Superior Court for the State of California, County of Orange. 7. Integrated Agreement. This Agreement constitutes a single, integrated written contract expressing the entire agreement of the Parties. There are no other agreements, written or oral, express or implied, between the Parties, and/or their successors and assigns, with respect to the 2025 Annual Operating Fee, Penalty and Interest Fee and Reimbursement Amount, except the Agreement set forth herein. 8. Section Ieadings. The section headings contained in this Agreement are for convenieneconly and shall in no way enlarge or limit the scope or meaning of the various and several sections hereof. 9. Counterpart Execution. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original and all of which together shall constitute one document. Delivery of an executed counterpart of a signature page to this Agreement or any of its exhibits by facsimile or electronic mail will be effective as delivery of a manually executed counterpart of this Agreement or any of its exhibits. 10. Severability. If any material portion of this Agreement is hold to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain in full force and effect. 11. Amendments, This Agreement may be amended only by written agreement signed by all of the Parties hereto, or their respective successors or assigns. PARTIES: Dated: ) Sign Co. LP Signature: Name; -'r,dZ Title: V P Dated:A Z i CITY OF SANTA ANA, a charter law city and municipal corporation,duly organized and existin nder the Constitution and laws of the Stat f California B y: !g'- ' Alvaro Nunez, Ci Mana CITY OF SANTA ANA, a charter law city and municipal ATTEST: corporation, duly organized and existing under the Constitution and laws of the State of California ` By:. = w Dated: ` b ennifer H City Jerk = „a APPROVED AS TO FORM: SONIA R. CARVALHO CITY ATTORNEY 4toDated: Melissa M. Crosthwaite Senior Assistant City Attorney