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M:/7111-110 <br />AGREEMENT BETWEEN THE CITY OF SANTA ANA AND <br />OUTFRONT MEDIA FOR THE PROVISION FOR <br />DIGITAL BILLBOARDS AND DIGITAL BANNERS <br />This Agreement is made and entered into this 19th day of April 2022 ("Effective Date") by and <br />between Outfront Media LLC ("Company") and the City of Santa Ana, a charter city and municipal <br />corporation organized and existing under the Constitution and laws of the State of California ("City"). <br />City and Company may at times be referred to individually as a Party, and collectively as Parties. <br />RECITALS <br />A. The City desires to retain a company having special skill and knowledge in the field of selling <br />advertising through out -of -home media assets — specifically, the development, maintenance and <br />operation of advertising -supported digital billboards and digital banners. <br />B. The City is authorized to enter into agreements for the development, maintenance, and operation <br />of digital billboards and digital banners and otherwise regulate the use of public property and <br />encroachments onto public property and into the public -right-of-way within the City's boundaries <br />by virtue of its Charter, by its police powers, by its authority over its public rights of way and by <br />other City powers and authority. <br />C. Company represents that Company is able and willing to provide such services to the City and <br />that it has the financial, legal and technical ability to provide the services, facilities and <br />equipment as set forth in this Agreement. <br />D. Company has agreed to comply with the applicable regulations pertaining to digital billboard and <br />banner advertising services, including but not limited to applicable provisions of the City of <br />Santa Ana Municipal Code and the California Department of Transportation ("CalTrans"). <br />E. In undertaking the performance of this Agreement, Company represents that it is knowledgeable <br />in its field and that any services performed by Company under this Agreement will be performed <br />in compliance with such standards as may reasonably be expected from a professional firm in the <br />field. <br />F. The Parties wish to enter into an arrangement pursuant to which Company shall develop, <br />maintain, and operate advertising -supported digital billboards and digital banners throughout the <br />City and shall sell advertising and share revenue with the City, from all digital billboards and <br />digital banners developed in the City pursuant to this Agreement (collectively, the "Advertising <br />Inventory"). <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms <br />and conditions hereinafter set forth, the Parties agree as follows: <br />Page 1 of 31 <br />