HomeMy WebLinkAboutPR 17722: EDC BILLBOARD - CONTRACT WITH CBS OUTDOOR BILLBOARD CITY OF PORT ARTHUR
Interoffice
MEMORANDUM
To: Mayor, City Council, and City Manager
From: Floyd Batiste, CEO
Date: June 7, 2013
Subject: P. R. No. 17722; Council Meeting on June 11, 2013
A RESOLUTION AUTHORIZING THE CITY OF PORT ARTHUR
SECTION 4A ECONOMIC DEVELOPMENT CORPORATION TO
PLACE A BILLBOARD AD IN THE HOUSTON MARKET FOR SIX (6)
- FOUR (4) WEEK PERIODS USING CBS OUTDOOR BILLBOARD OF
HOUSTON, TEXAS TO PRODUCE A VINYL DESIGN AND FOR
PLACEMENT OF BILLBOARD AT A COST NOT TO EXCEED
$42,554.27
cc: City Council Members
City Manager
FB /RML
P.R. NO. 17722
06/07/13 RM
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY OF PORT ARTHUR
SECTION 4A ECONOMIC DEVELOPMENT CORPORATION TO
PLACE A BILLBOARD AD IN THE HOUSTON MARKET FOR SIX (6)
- FOUR (4) WEEK PERIODS USING CBS OUTDOOR BILLBOARD OF
HOUSTON, TEXAS TO PRODUCE A VINYL DESIGN AND FOR
PLACEMENT OF BILLBOARD AT A COST NOT TO EXCEED
$42,554.27
WHEREAS, the City of Port Arthur Section 4A Economic Development
Corporation (PAEDC) desires to advertise Port Arthur as a place to do business
in the Houston Market; and
WHEREAS, at its regular board meeting on June 3, 2012 the PAEDC Board
of Directors voted to place a billboard ad in the Houston Market; and
WHEREAS, the cost for placement of the billboard ad in the Houston
Market using CBS Outdoor Billboard (CBS) is $42,000.00 for a period of six (6) -
four (4) week periods; as shown in Exhibit "A "; and
WHEREAS, the cost for CBS to produce a vinyl design to be displayed is
$554.27 for a period of six (6) - four (4) week period, as shown in Exhibit "A ";
and
WHEREAS, Cornerstone Advertising and Design has located a high traffic
billboard in the Houston Market which attracts 666,052 people weekly as
shown in Exhibit "B ".
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF PORT ARTHUR, TEXAS:
Section 1. That the facts and opinions in the preamble are true and
correct.
Section 2. That the City Council authorizes PAEDC's placement and
vinyl design of a billboard ad for the Houston Market using CBS Outdoor
Billboard at a cost not to exceed $42,554.27.00 for a period of six (6) - four (4)
week periods, as shown in Exhibit "A ".
Section 3. That a copy of the caption of this Resolution be spread upon
the Minutes of the City Council.
READ, ADOPTED AND APPROVED on this day of
A.D., 2013, at a Meeting of the City Council of the City of Port Arthur, Texas, by
the following vote: AYES:
Mayor:
Councilmembers:
NOES:
Deloris "Bobbie" Prince, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED:
Floyd Batiste, PAEDC CEO
APPROVED AS TO FORM:
Guy N. Goodson, PAEDC Attorney
APPROVED AS TO FORM:
. ecia ' . Tiz no, t y A6Zney
cri-c .4e Ai • lJ
APPROVED AS TO AVAILABILITY OF FUNDS:
440% u44
Deborah Echols, Director of Finance
4A _
Shawna Tubbs, Purchasing Manager
EXHIBIT "A"
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CBS OUTDOOR TERMS AND CONDITIONS OF ADVERTISING SERVICE
1. As used in this herein, Company shall mean CBS Outdoor and Advertiser shall mean and be deemed to include, in addition to Advertiser, any
advertising agency or any other agent or licensee of Advertiser (collectively "Advertiser ").
2. At least ten (10) working days before the estimated start date, Advertiser, at its sole expense, shall furnish and deliver to Company or to service points
designated by Company, sufficient supply of advertising copy, in form and type specified by Company along with written notice to Company setting forth
required posting instructions. If copy is not so received, a loss of service may occur or additional costs may be charged by Company although commercially
reasonable efforts will be used to post copy as promptly as practicable after receipt from Advertiser. If Advertiser requests expedited Installation within five
working days of receipt of late received copy, a fee of not less than $650 per location will be payable. In any event, if copy is not received in a timely manner,
Company may use subject locations in any manner, without limiting Advertiser's liabitlty to pay for such space prior to posting the late received copy. If Copy
is furnished and delivered as required above and such Copy is not rejected by Company pursuant to the terms hereof (i) the Co shall be posted, and (0) in the
case of showing based programs the Copy shall be Significantly Posted (as hereinafter defined) by Company within five (5) working days of the date for the
commencement of the Advertising Period set forth on the first page of this Agreement. For the purposes hereof, a program shall be deemed to be Significantly
Posted if at least 85% of the program has been posted. Nudity, pornographic, profane or obscene copy shall not be permitted. The character, design, text and
illustrations on advertising copy and the matenal used shall be subject to approval by Company and by location owner transit company /authority or third
party controlling location ( "Owner "). If copy is rejected, Advertiser shall continue to be liable for the full term of this Contract and Advertiser shall be
responsible for providing an acceptable replacement copy within ten days of notification that a previous copy was rejected. If production is received after the
date specified by CompanCompany shall be entitled to fall payment for the contract period even if partial or no display results. Advertiser shall indemnify,
defend and save harmless Company and Owner against all claims and liabilities arising out of the advertising material displayed under this Contract, including
but not limited to any claim for defamation, or infringement of any copyright, trademark, or other intellectual property or privacy right and reasonable
attorneys' fees and expenses incurred in defending any such claims.
3. Should Advertiser's copy be damaged, defaced, or deteriorated for any reason whatsoever, including ordinary wear and tear or if lost or stolen
Advertiser shall furnish a replacement copy, upon Company's request, without liability or expense to Company. If Advertiser fails to provide such
replacement copy, Company may use the location involved in any manner, without releasing Advertiser from obligation to pay for such location. Unless
otherwise specified on the face hereof, there will be a service charge for all installations on walls and for any changes in any display material after
initial placement. All designs for displays produced by Company will be faithfully reproduced. Company will maintain displays in good condition to the
extent of matters reasonably within Company's control or assumed responsibilities. Any repainting or reposting requested by Advertiser in addition to that
specified herein, if any, shall be paid by Advertiser in advance per Company's current quoted prices.
4. If for any reason whatsoever during the term hereof (i) Company is unable to secure any specified location or loses the right to use any location, or
(ii) any location becomes obstructed, destroyed or defaced, or (iii) Company fails to timely meet its posting requirements hereunder, any resulting loss
of advertising shall not be deemed a breach or termination of this Contract. Company shall have the option to replace lost locations with locations of
equal value per Company's prices and/or classifications or to issue a pro-rated credit. Any delay in commencing of service and/or posting of fewer
locations than specified and/or resulting loss of advertising service caused by any reason whatsoever, shall not render Company liable for any damages
or offsets of any kind and shall be remedied solely by extending the Advertising Period of this Contract to provide an equivalent amount of advertising
service at the contracted location or a replacement location of equal value, or at Company's option, result in a pro-rated credit with all other remedies
at law or equity being expressly waived by Advertiser. Notwithstanding anything contained herein to the contrary, if any location is lost for any reason
whatsoever, Company shall also have the option to terminate this Contract and receive payment in full for services through the termination date.
5. Where illuminated displays are provided, illumination will be from dusk to midnight. If illumination is halted or reduced for any reason, including
but not limited to operation of law or malfunction of equipment, Advertiser shall receive a credit for the period of reduced or non - illumination at the
rate of fifteen percent (15 %) of the contract price for the impacted period, provided Advertiser shall have first given written notice to Company of the
illumination problem and same continues for more than five (5) days after Company's receipt of such notice.
6. Advertiser shall inspect the display within three (3) days after installation. Unless within such period Advertiser gives written notice to Company
specifying any defect, the display shall be conclusively presumed to have been inspected and approved by Advertiser for all purposes whatsoever,
including content and location of displays. If after installation of display Owner disapproves any advertisement, or if adverse publicity results from
any display, Company shall have the right to remove advertisement and, at its option, either terminate this Contract or request a new acceptable
advertisement copy pursuant to paragraph 2 above. Company and Advertiser accept this Contract subject to all federal, state and municipal laws and
regulations. In the event any advertisement becomes illegal, Company reserves the right to terminate same upon notice to Advertiser. Acceptance of
this Contract is subject to credit check and approval by Company. Company in its sole discretion, may extend or reject credit, or at any time during
the term, withdraw credit and Company may thereupon require partial or full payment of the remaining contract amount in advance. In the event of any
termination under this paragraph, Advertiser's obligation shall cease as of the effective termination date.
7. Agency and Advertiser shall be jointly and severally liable for payment of the amounts owed under this Contract. In the event of default or material
breach by Advertiser /Agency, in addition to other remedies available at law, Company may: (a) cancel this Contract without prior notice and demand
payments of all amounts remaining due and owing; (b) without terminating this Contract, declare the entire balance of payments to be made hereunder
immediately due and payable; (c) remove all of Advertiser's displays without limiting Advertiser's liability hereunder; and/or (d) declare Advertiser in
default under any other agreement with Company. Waiver by Company of any breach by Advertiser /Agency hereunder shall not prejudice the rights of
Company with respect to any breach not specifically waived by Company. In the event of legal action arising out of this Contract, Company shall be
entitled to recover its reasonable attorneys fees and out of pocket expenses. This Contract and all related claims shall be construed according to the
laws of the State of Arizona and Maricopa County, Arizona shall be the proper and exclusive legal jurisdiction and venue for any resulting legal action.
8. Invoicing will be rendered monthly in advance dating from the commencement date. Invoices rendered to Advertiser shall be conclusive as to the
correctness of the items stated unless Company receives written objection within fifteen (15) days thereof. Non-receipt of invoices or lack of invoicing,
shall not impact Advertiser's liability hereunder. Any discounts given shall be forfeited/reversed for invoices not paid within sixty (60) days from the
date thereof. All rates and adjustments are computed on the basis of thirty (30) days to the month, unless a different period is specified on the face
hereof. Invoices shall be due thirty (30) days after the date of invoice and failure to pay within such timeframe shall result in a default hereunder and
shall further be deemed a default under any other agreements with Company. Invoices not paid when due shall accrue interest at the rate of one and one-
half percent (1.5 %) per month (18% annual), or such lesser rate permitted by law.
9. Company shall not be held responsible for unused posters, displays or other copy provided by Advertiser and Company may dispose of any such
materials. Company may promote Company's own business through the use of Advertiser's posters or displays in any manner whatsoever. Company is
an Equal Opportunity Employer.
10. This Contract contains the full agreement of the parties, and no prior representation or assurance, verbal or written not contained herein, shall
affect or alter the obligation of either party hereto. This Contract is not cancelable or assignable by Advertiser, nor may the subject of the advertising
be changed without the consent of Company. Notwithstanding the foregoing, agreements for transit displays may be cancelled by Advertiser upon
providing at least 90 -days written notice prior to affected posting date, with Advertiser paying, upon invoicing, short rate for actual length of term.
11. The following provisions shall be applicable in the event that this Contract shall be for the display of advertising copy on a LED, LCD or other digital
display sign ( "Digital Sign"): Notwithstanding anything herein to the contrary, the Company shall be not obligated to display the copy for more than 91% of
the display time provided hereunder (the "Guaranteed Display Time "). If the Company displays the copy for at least the Guaranteed Display time, there
shall be no reduction in the fee paid hereunder or extension of the term hereof. If the Company displays the copy for less than the Guaranteed Display Time,
the Company shall, in its sole discretion either (i) terminate this Contract and reimburse the Advertiser for fees paid relating to the period for which the
copy was not displayed for at least the G Display Time, (ii) equitably extend the Advertising Period of this Contract at the contracted location or a
replacement location of equal value, or (iii) issue to Advertiser a pro -rated credit for advertising services equivalent to the period for which copy was not
displayed for the Guaranteed Display Time. The Advertiser hereby expressly waives all other remedies at law or equity, and the Company shall have no other
liability to the Advertiser as a result of any failure to display the copy for at least the Guaranteed Display Time. In addition to the foregoing, the Company
shall have the right at any time to preempt the display of copy in order to utilize the Digital Sign(s) for public service messages in connection with (1) an
Amber Alert, or (ii) at the request of any Federal, State or local authority, any public emergency (including but not limited to emergencies related to homeland
security) (an "Emergency Interruption"). In such event, the Company shall not be in breach of this Contract and the Company shall have no liability to the
Advertiser pursuant to the preceding paragraph or otherwise as a result of any such Emergency Interruption. The Advertiser hereby expressly waives any
remedies at law or equity to which the Advertiser might otherwise be entitled as a result of such Emergency Interruption. For the purposes of the provisions
hereof pertaining to the display of advertising on a Digital Sign, "copy" shall be deemed to mean any advertisement displayed on such sign whether the same is
animated, static or otherwise, specifically including, but not limited to, streaming content or digital images, as applicable.
12. Agency /Advertiser hereby represents, warrants and confirms that it is aware of the requirements of 18 U.S.C. §§ 2257 -2257A and that it fully complies with
them either by certifying to the U.S. Attorney General, in the form required by 28 C.F.R. § 75.9, that Agency /Advertiser collects and maintains individually
identifiable information relating to models used in the advertisement to be displayed pursuant to the terms hereof (including but not limited to their names,
addresses, and dates of birth) in accordance with applicable Federal and/or State tax and labor or other law, or that Agency /Advertiser creates, maintains,
cross - indexes and makes available for inspection records as required by 28 C.F.R. §§ 75.2 -75.5. Upon request, Agency /Advertiser will provide Company with
proof of its compliance.
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PAGE 2 OF 2
CBS OUTDOOR TERMS AND CONDITIONS OF ADVERTISING SERVICE
1. As used in this herein, Company shall mean CBS Outdoor and Advertiser shall mean and be deemed to include, in addition to Advertiser, any
advertising agency or any other agent or licensee of Advertiser (collectively "Advertiser ").
2. At least ten (10) working days before the estimated start date, Advertiser, at its sole expense, shall furnish and deliver to Company or to service points
designated by Company, sufficient supply of advertising copy, in form and type specified by Company along with written notice to Company setting forth
required posting instructions. If copy is not so received, a loss of service may occur or additional costs may be charged by Company although commercially
reasonable efforts will be used to post copy as promptly as practicable after receipt from Advertiser. If Advertiser requests expedited installation within five
working days of receipt of late received copy, a fee of not less than $650 per location will be payable. In any event, if copy is not received in a timely manner,
Company may use subject locations in any manner, without limiting Advertiser's liability to pay for such space prior to posting the late received copy. If Copy
is furnished and delivered as required above and such Copy is not rejected by Company pursuant to the terms hereof (i) i the Copy shall be posted, and (ii) in the
case of showing based programs the Copy shall be Significantly Posted (as hereinafter defined) by Company within five (5) working days of the date for t the
commencement of the Advertising Period set forth on the first page of this Agreement. For the purposes hereof, a program shall be deemed to be Significantly
Posted if at least 85% of the program has been osted. Nudity, pornographic, profane or obscene copy shall not be permitted. The character design, text and
illustrations on advertising copy and the material used shall be subject to approval by Company and by location owner transit company /authority or third
party controlling location ( "Owner "). If copy is rejected, Advertiser shall continue to be liable for the full term of this Contract and Advertiser shall be
responsible for providing an acceptable replacement copy within ten days of notification that a previous copy was rejected. If production is received after the
date specified by Company Company shall be entitled to full payment for the contract period even if partial or no display results. Advertiser shall indemnify,
defend and save harmless Company and Owner against all claims and liabilities arising out of the advertising material displayed under this Contract, including
but not limited to any claim for defamation, or infringement of any copyright, trademark, or other intellectual property or privacy right and reasonable
attorneys' fees and expenses incurred in defending any such claims.
3. Should Advertiser's copy be damaged, defaced, or deteriorated for any reason whatsoever, including ordinary wear and tear, or if lost or stolen,
Advertiser shall furnish a replacement copy, upon Company's request, without liability or expense to Company. If Advertiser fails to provide such
replacement copy, Company may use the location involved in any manner, without releasing Advertiser from obligation to pay for such location. Unless
otherwise specified on the face hereof, there will be a service charge for all installations on walls and for any changes in any display material after
initial placement. All designs for displays produced by Company will be faithfully reproduced. Company will maintain displays in good condition to the
extent of matters reasonably within Company's control or assumed responsibilities. Any repainting or reposting requested by Advertiser in addition to that
specified herein, if any, shall be paid by Advertiser in advance per Company's current quoted prices.
4. If for any reason whatsoever during the term hereof (i) Com any is unable to secure any specified location or loses the right to use any location, or
(ii) any location becomes obstructed, destroyed or defaced, or iii) Company fails to timely meet its posting requirements hereunder, any resulting loss
of advertising shall not be deemed a breach or termination oft is Contract. Company shall have the option to replace lost locations with locations of
equal value per Company's prices and/or classifications, or to issue a pro-rated credit. Any delay in commencing of service and/or posting of fewer
Locations than specified and/or resulting loss of advertising service caused by any reason whatsoever, shall not render Company liable for any damages
or offsets of any kind and shall be remedied solely by extending the Advertising Period of this Contract to provide an equivalent amount of advertising
service at the contracted location or a replacement location of equal value, or at Company's option, result in a pro-rated credit, with all other remedies
at law or equity being expressly waived by Advertiser. Notwithstanding anything contained herein to the contrary, if any location is lost for any reason
whatsoever, Company shall also have the option to terminate this Contract and receive payment in full for services through the termination date.
5. Where illuminated displays are provided, illumination will be from dusk to midnight. If illumination is halted or reduced for any reason, including
but not limited to operation of law or malfunction of equipment, Advertiser shall receive a credit for the period of reduced or non-illumination at the
rate of fifteen percent (15 %) of the contract price for the impacted period, provided Advertiser shall have first given written notice to Company of the
illumination problem and same continues for more than five (5) days after Company's receipt of such notice.
6. Advertiser shall inspect the display within three (3) days after installation. Unless within such period Advertiser gives written notice to Company
specifying any defect, the display shall be conclusively presumed to have been inspected and approved by Advertiser for all purposes whatsoever,
including content and location of displays. If after installation of display Owner disapproves any advertisement, or if adverse publicity results from
any display, Company shall have the right to remove advertisement and, at its option, either terminate this Contract or request a new acceptable
advertisement copy pursuant to paragraph 2 above. Company and Advertiser accept this Contract subject to all federal, state and municipal laws and
regulations. In the event any advertisement becomes {Segal, Company reserves the right to terminate same upon notice to Advertiser. Acceptance of
this Contract is subject to credit check and approval by Company. Company in its sole discretion, may extend or reject credit, or at any time during
the term, withdraw credit and Company may thereupon require partial or full payment of the remaining contract amount in advance. In the event of any
termination under this paragraph, Advertiser's obligation shall cease as of the effective termination date.
7. Agency and Advertiser shall be jointly and severally liable for payment of the amounts owed under this Contract. In the event of default or material
breach by Advertiser /Agency, in addition to other remedies available at law, Company may: (a) cancel this Contract without prior notice and demand
payments of all amounts remaining due and owing; (b) without terminating this Contract, declare the entire balance of payments to be made hereunder
immediately due and payable; (c) remove all of Advertiser's displays without limiting Advertiser's liability hereunder; and/or (d) declare Advertiser in
default under any other agreement with Company. Waiver by Company of any breach by Advertiser /Agency hereunder shall not prejudice the rights of
Company with respect to any breach not specifically waived by Company. In the event of legal action arising out of this Contract, Company shall be
entitled to recover its reasonable attorneys fees and out of pocket expenses. This Contract and all related claims shall be construed according to the
laws of the State of Arizona and Maricopa County, Arizona shall be the proper and exclusive legal jurisdiction and venue for any resulting legal action.
8. Invoicing will be rendered monthly in advance dating from the commencement date. Invoices rendered to Advertiser shall be conclusive as to the
correctness of the items stated unless Company receives written objection within fifteen (15) days thereof. Non - receipt of invoices or lack of invoicing,
shall not impact Advertiser's liability hereunder. Any discounts given shall be forfeited/reversed for invoices not paid within sixty (60) days from the
date thereof. All rates and adjustments are computed on the basis of thirty (30) days to the month, unless a different period is specified on the face
hereof. Invoices shall be due thirty (30) days after the date of invoice and failure to pay within such timeframe shall result in a default hereunder and
shall further be deemed a default under any other agreements with Company. Invoices not paid when due shall accrue interest at the rate of one and one -
half percent (1.5 %) per month (18% annual), or such lesser rate permitted by law.
9. Company shall not be held responsible for unused posters, displays or other copy provided by Advertiser and Company may dispose of any such
materials. Company may promote Company's own business through the use of Advertiser's posters or displays in any manner whatsoever. Company is
an Equal Opportunity Employer.
10. This Contract contains the full agreement of the parties, and no prior representation or assurance, verbal or written not contained herein, shall
affect or alter the obligation of either party hereto. This Contract is not cancelable or assignable by Advertiser, nor may the subject of the advertising
be changed without the consent of Company. Notwithstanding the foregoing, agreements for transit displays may be cancelled by Advertiser upon
providing at least 90 -days written notice prior to affected posting date, with Advertiser paying, upon invoicing, short rate for actual length of term.
11. The following provisions shall be applicable in the event that this Contract shall be for the display of advertising copy on a LED, LCD or other digital
display sign ( "Digital Sign "): Notwithstanding anything herein to the contrary, the Company shall be not obligated to display the copy for more than 91% of
the display time provided hereunder (the "Guaranteed Display Time "). If the Company displays the copy for at least the Guaranteed Display time, there
shall be no reduction in the fee paid hereunder or extension of the term hereof. If the Company displays the copy for less than the Guaranteed Display Time,
the Company shall, in its sole discretion either (i) terminate this Contract and reimburse the Advertiser for fees paid relating to the period for which the
copy was not displayed for at least the Guaranteed Display Time, (ii) equitably extend the Advertising Period of this Contract at the contracted location or a
replacement location of equal value, or (iii) issue to Advertiser a pro-rated credit for advertising services equivalent to the period for which copy was not
displayed for the Guaranteed Display Time. The Advertiser hereby expressly waives all other remedies at law or equity, and the Company shall have no other
liability to the Advertiser as a result of any failure to display the copy for at least the Guaranteed Display Time. In addition to the foregoing, the Company
shall have the right at any time to preempt the display of copy in order to utilize the Digital Sign(s) for public service messages in connection with (i) an
Amber Alert, or (ii) at the request of any Federal, State or local authority, any public emergency (including but not limited to emergencies related to homeland
security) (an "Emergency Interruption"). In such event, the Company shall not be in breach of this Contract and the Company shall have no liability to the
Advertiser pursuant to the preceding paragraph or otherwise as a result of any such Emergency Interruption. The Advertiser hereby expressly waives any
remedies at law or equity to which the Advertiser might otherwise be entitled as a result of such Emergency Interruption. For the purposes of the provisions
hereof pertaining to the display of advertising on a Digital Sign, "copy" shall be deemed to mean any advertisement displayed on such sign whether the same is
animated, static or otherwise, specifically including, but not limited to, streaming content or digital images, as applicable.
12. Agency /Advertiser hereby represents, warrants and confirms that it is aware of the requirements of 18 U.S.C. §§ 2257 -2257A and that it fully complies with
them either by certifying to the U.S. Attorney General, in the form required by 28 C.F.R. § 75.9, that Agency /Advertiser collects and maintains individually
identifiable information relating to models used in the advertisement to be displayed pursuant to the terms hereof (including but not limited to their names,
addresses, and dates of birth) in accordance with applicable Federal and/or State tax and labor or other law, or that Agency /Advertiser creates, maintains,
cross - indexes and makes available for inspection records as required by 28 C.F.R. §§ 75.2 -75.5. Upon request, Agency /Advertiser will provide Company with
proof of its compliance.
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