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CONDITIONS 3t S F AG EtMFt The teras renditions and mutual promises of this "Agreerrant" by and among Clear Channel Outdoor, Inc., dlbia ;dear Channel <br />A"ports ("CCA") and the advertiser (arid, where signatory hereto, the advertising agericy or property manager) signing this Agreement (referred to herein jointly and <br />severally as "Advertiser") are shown on the front side of this Agreermerit and as f0ows: <br />t_ USE OF DG SPLAY - CGA hereby grants to Advertise the lirniipd use of the advertising display oases) or area(s) at the Localion(s) specified on the front side of this <br />Agreement, subaect to the terms and cordis ons hereof, GCA mains no represertat,on as to any €Miter advertising location not the sub ect hereof CCA is authorized to <br />Open displays and to clean and maintain the display(s) and the Advertisement($). <br />Z TERM _ This Agreement shadbe fullq valid upon signing regardless of the payment status of Advertiser, The Initis' TeTrn of thLs Agreement and Commeitinement Data <br />of the lnitlal Term are staters on this front side of this Agreement This Agreement shall atlomaticaffy renew for consecutive calendar quarters beyond the initial Term <br />("Renewal Terms"). This Agreement may only be terminated (by any parly) with Sir days pnc, written notice effective the last day of the tnitiai Term or, thereafter, <br />effective the last day of any calendar quarter (re � 3-31, o- 33, 9 39, 12-31), except as of provided betow. All Renewal Terms under this agreement shall with <br />notice be subject to changes to the Monthly Fee oy GCA, <br />3. MONTHLY FEES The Sec:rity Cepo$4 will be reVided upon The termination of ,he Agreement, cr applied to the remaining paymen obligation Advertiser shalt pay <br />the applicable Monthly Fee during the 4iihai Terra and arty renewals thereof. All lees shown are in US Dosiars unless axpress#y stated otherwise The applicable <br />MbrANy Fee (pro -rated for any pa liat months) and SAcurity Deposit shall be paid prior to the Gommencerneit gate and thereafter the applicable hronthiy flee shall be <br />paid on a monthly, quarte(y or annual basis, due the first clay of each calendar month quarter or year, as stated or, the front page o4 the Agreement, re;gard6ess of <br />wwtiether Advertiser timely provirtes to CGA the graphics or other display case, area contents for which Advert ser is reser naibte ('Advo€tisernent(s)'). Advertiser maybe <br />charged addititanat arnounts for the crest of change -oft of Advetisemer,t(s) where sup^h change -out is requested by the .Airport or where change -taut regwres <br />specialized equipment Tact surcharges may apply where use or Dcciapancy of the advetcsing location by CCA or any fries dee there from are subject to <br />slatetprovinciai or Inial taxation <br />4. ADVERTISEMENTS - Advertiser sha&l, at its own nost prepare and deliver to CCA's mquesteu ocation the Adverflsement(sj: per GCA`s specfflcatlorasp for the <br />appropriate display unft(s) or area(s), CCA will install the Advedisement(s) within 4 days of receipt or by the applicable Commencement ;late whichever is later. <br />Advertisement(s) shall be ~non-political in nature, suitable ror viewers of Ni ages and stTall be consistent with the goals of a commercial advertising program seeking <br />maximum business participation All Adve0 serpents life subject to discwtionary approval by CCA and the airport authorities and may be s blect to removal upon the <br />order of the airport authcinties wthout re -compensation. Advertiser shall promptly rep&ace Its Advertisements) (prirtf graphics only) every 2-3 Agreement years at the <br />fine they are determined by GCA to have home faded, Dunnp any time that Advertiser is for any reason unable to provide Advertisernwit(s), or the payment of <br />Monthly Fees CCA may insert filler graphir-s into the display Location(si. GGA may utilize without odligaiion, prwro'ionai photographs of displays, inrdudinrg <br />Advertisements, C10 will return Advertisement(,) to Advertiser at Advertiser's expeof;e with Si) days written notice in aovanoe of termination and provided all mounts <br />due are paid. <br />5, RESPONSiBIL"TPES - Advertiser shall be the owner uf, and be responsible for, its Adverliserrient(s), provided that CCA shall be responsible and liable for any <br />damages caused to any Advwiiisement(s) whRe tieing physically handled, installed or removed by CCA pelrsorrnot or agents, Advert+tier shall be resporsi6le and liable <br />for the content of its Advertisement(s), and for any damages to the risplay case(s)farea(s) caused ray its negligence 'advertiser shali compty with alt applicable laws, <br />statutes, and regulations in its advertising hereunder Advertiser sha l indemnify, hold harmless and defend GCA and the relevant airport governing body. their offficers, <br />employees, directors, contractors and agents, against all suits, claims„ actions, causes of action, losses,'iabilites, damages, costs and expenses (wctudinq attorneys' <br />fees) on account of injury rindudirg death) or damage to persons or property relating to the rnessage content of Advertiser's advertising copy or, where the content at <br />the Advertisernenti;s) includes a motorizemt vehicle., furnishing, vdeoleromputer monitor, fable, Platfoir,92 display case, exhibit material or other item of equiprhent or <br />merchandise provided by Advertiser. arising it .connection with this Agreemeht. Approval by GCA or the airport governing body of this Advertisemer,,t(s) shall not affect, <br />diminish or rnifigate Advertiser s obligations under this sect'.on. <br />d, REMEDIES - (A) Should CCA fail over a period of 3 consecutive mays to provide any of the airport advertising display Locations set forth in hips Agreement or should <br />installation rat any Advertisernen4s) be delayed due to the scale fault of GGA„ regaroiess of the display media, Advertiser shalt be entitled to a pro rata credit for the <br />affected time period beginning atter the 3rd consecutive day. If there is more than orie Location specJed err this Agreement or if this Agreement refers to multiple <br />displays, then any pro rata credit shall be praport4onw to the listed unit saic price of the affected Location(s) or d spiay(s), as indicated on CCA's applicable rate card. 4 <br />aper installation of the, Adve-rtisemenf(s) CCA faiVs to provide all advertising display Locatsomts set forth in this Agreemen for a period of 7 consecutive days, Advertiser <br />niay sonnets?at+ this Agreement upon masanable advanced written notice and 14 days opportunity to care, or where the CsroUr stances of, such failure: reasonably <br />require more time to cure, to make arrangements to cure. Such cure tray ind, ude the relocation of the Advertisement(s) and Advertiser's phv�l N.,es hereunder to a <br />suitable 9ocation(eji c' cvrnp.araLlo tiwswn9w oxf;vbore, fif thio �grooment i€aalude a any Qbliya•b^uo i>y GOA to piuvide es<ry :ap sfiQ Wsaitiundl w,Uivlcx,5 (tncitid'dn9 <br />brochure a6sts,buticrr and telephone service), then any failure by {:GA to provide such additional service shall resuht in a prri-rata credit in the amount of such Monthly <br />Nivne Charge or Monthly Brot l ui6 onarge as Shawn as the appk;ark mortlWy rate The above shad be the exclusive rem -dies avaltadle to Advernsotr anti the limit of <br />liability for failure by CCA to comply with any orovisicn of this Agreement. GCA shalt not be sub)eet to ary special incidental conseci4ential or prospective damages. <br />(B) It the applicable airport authorities or any taw regulation, order or loss of contract not shalt prevent the use by CCA of the relevant Location(s) for Advertiser's <br />Advertiserneat(s), if this Agrem< en>, is rejected by the applicable airport authorities, it the ur darlying business terms raefween GCA and the airport goveming Dody are <br />altered, or if the airport becomes subject to major construction or redevelopment then GCA shall have the right to modify t"is Agreement tip to and indudinrg the right <br />cif termination without fsvrttter obligation by either craly. ()too credits shall be due Advertiser for graphics provided that do not achere to COA specifications Dr <br />graphics received by GCA a$;r the commencement date Upon any breach of this Agreement by Advertiser that continues after 3 days notice and cpportuntty to cure <br />"Clefai it°' , GGA may exercise any or ah remedies available at lawn or equity, each remedy being cumulative. No exercise of any remedy shall be considered an <br />elertior, to forgo any other remedy Upon Default, ;CA may accelerate any remaining Monthly Fee payments due or to become due as a liquidated damage, retain any <br />deposil as a fL."ther liquidated damage, and assess late charges of t and ,14, % per Month (or the maximum permitted by law), assess any collection casts including <br />rehsonable attcmeys 'ees (agreed to be a mmimurr of 1)3 the balance due) andlor retain possession of the Advertisomrient(s) In addition to and without Iirniting the <br />above this Agreement may be terminated by GGA ai any time and without nice for failure of Advertiser to timeiy ,pay any Security Deposit or Monthly Fee, <br />7, M�SGELLANEC US - Agency ;where applicable) warrants and represents that it is authorized to. and does hereby, bind and 4bllgate itself a well as the adverfser <br />client to the terms arra conditions of this Agreement. This Agreement contains all terms and conditions and the entire understanding of the parties with respect to the <br />subject matter hereof, and no oral representations shaft be binding. This Agreement shat! not be modified except in writing by both parties. Should any term or <br />condition contained in this Agreement be inva idated by law, the remainder of the Agreement shaft be valid and enforceaote to the fullest extent permitted by taw. This <br />Agreement and the rights granted hereunder may be transferred or assigned by Advertiser oily with the orifi wntten consent of CGA This Agreement shall be binding <br />on all successors and assigns.. The nght,s granted to Advertiser by this Agreement are personal to Advertiser and advertising Locations and nights ,provided to <br />Advertiser shall not be divided, subticensed or resold by Advertiser without trio express written consent of GCA. This Agreement is subordinate to any contract <br />between CGA and the appficable airport authorities. Where multioie andlor conformed original copies of this Agreement are executed by the parties, each copy shah <br />be valved and enfor eable. This Agreement is made `n Pennsylvania, -JSA, and shall be construed by and interpreted under the laws of Texas. The patties agree that <br />excluswe yurisdtctaron ar,d venue for any legal actiofs arising under this Agreement shall be before the statin cr fed al courts located in hays County, Texas. <br />REP41NDER - E fl'dMAL HERE Advertiser/A ncy initials 3� SCA lriittats_ ,,_ <br />