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Exhibit A SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (the "Agreement") is entered in to as of this day of , 2008, by, between, and among Cleveland Communications, Inc., on behalf of its parents, subsidiaries, affiliates, successors, and assigns ("CCI"), and each of them, jointly and severally, and the City of North Olmsted, Cuyahoga County, Ohio, its Council, Council members, officers, officials, agents, and employees, and (the "City"), all of whom may singularly be referred to as a"Party" and shall collectively be referred to herein as the "Parties." WITNESSETH: WHEREAS, CCI has and continues to demand payment from the City for installation and use of space upon a communication tower located upon the rooftop of the Westbury Tower Apartment building, a claim and demand for payment disputed by the City, the circumstances of which are hereinafter described by reference to the Parties ("Litigation"): WHEREAS, CCI has and continues to prepare and plans to file a lawsuit against the City alleging among other state law claims, various constitutional, civil rights, and takings claims, as hereinafter referred to as the ("Litigation"); WHEREAS, the Parties mutually desire to completely dispose of all claims, actions and causes of action, whether legal or equitable, which the Parties may have against each other, from the beginning of time to the date of this Agreement and in arder to enable the Parties to proceed with a separate Sublease to govern the Parties property interests going forward; WHEREAS, it is understood and agreed that the provisions hereof are not intended to be, and shall not be taken as, admissions of liability by the Parties, either with respect to the claims and subject matter of the Litigation or otherwise, and that this Agreement is made simply as a compromise of disputed claims in arder to avoid further costs of future litigation; and r