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APPROVED BY <br />CITY OUNCI� <br />Date 3 NCI <br />Item 0 <br />CONSENT TO ASSIGNMENT <br />1. PARTIES AND EFFECTIVE DATE. <br />This Consent to Assignment ("Consent") is entered into among The City of Colton, a <br />California municipal corporation ("City"), Adams Advertising, Inc., a California corporation <br />("Adams"), and Lamar Advertising Company, a Delaware Corporation ("Lamar"), hereinafter <br />referred to collectively as the 'Parties." This Consent is dated as of June 3, 2003 for reference <br />purposes only. <br />2. RECITALS. <br />2.1 Settlement Agreement: On or about July 1, 1993, Adams and the City entered into <br />a settlement agreement under which Adams was authorized to build 10 billboards in the City on <br />City -owned property ("Settlement Agreement"). Under the Settlement Agreement, Adams made <br />specified payments to the City. In addition, rights-of-way were vacated by the City and all necessary <br />local approvals were obtained for the billboards. <br />2.2 Promissory Note: Adams then applied for State permits to develop the billboard <br />signs. Caltrans required that the subject property be owned by Adams. Through two separate <br />resolutions, the 10 subject parcels were conveyed to Adams by grant deed. On or about November <br />26, 1996, Adams executed an initial promissory note in consideration of the Settlement Agreement <br />and to secure payments to the City ('Promissory Note"). <br />2.3 Installment Note: On or about December 9, 1996, Adams executed a second note for <br />the real estate deeds, providing for additional monthly payments to the City ("Installment Note"). <br />2.4 CitvAgreements. The Settlement Agreement, Promissory Note and Installment Note <br />are collectively referred to as the "City Agreements." <br />3. TERMS <br />3.1 Consent to Assignment of Agreements. The Parties hereby consent to the transfer <br />of the City Agreements from Adams to Lamar. Lamar agrees to assume all rights, obligations and <br />responsibilities of the City Agreements. <br />3.2 Effective Date. This Consent will not become effective until all of the following <br />occur: (1) this Consent is approved by the City Council; (2) this Consent is executed by the Mayor <br />of the City; and (3) the sale of the Adams business to Lamar, including the stock purchase and sale, <br />is complete and closed. <br />RVPUB\DRD\653632 <br />