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Additional Terms and Conditions of Advertising Display Contract
<br /> 1. The terms"Advertiser"and"Advertising Agency"shall mean and refer to the firms or individuals so designated on the face page of this contract,
<br /> and"Advertiser"shall include the contracting Advertising Agency,if any. "Lamar"shall mean and refer to The Lamar Companies, its successors
<br /> and assigns and any affiliated company having a contract with the Authority. "Authority"shall mean and refer to the public agency or authority
<br /> having jurisdiction over the public transit vehicles and facilities on which the advertising materials are to be displayed.
<br /> 2. If Advertiser or Advertising Agency undertakes to provide any artwork or production for the Display,same shall be delivered to Lamar at least
<br /> ten(10)days prior to start date to allow Lamar reasonable opportunity to incorporate same into and complete installation of the Display,and any
<br /> loss of service due to failure of Advertiser or Advertising Agency to make timely delivery shall be the loss of Advertiser or Advertising Agency.
<br /> 3. If this contract is a renewal contract,Advertiser or Advertising Agency agree to pay the billing rate set out in the previous contract for billing
<br /> periods extending beyond the expiration of the previous contract term until the start date set out in this contract.
<br /> 4. The text and illustrations on each Display shall be subject to approval or disapproval by Lamar and by each Authority on whose units the Display
<br /> will be posted and such decision shall be final. In the event the Authority or its representatives shall disapprove of any Display, Lamar shall
<br /> have the right to remove the Display forthwith and the Advertiser or Advertising Agency shall receive a pro rata credit(space only)from the date
<br /> of removal of the Display.
<br /> 5. Lamar accepts this contract subject to all federal,state and municipal laws and regulations with respect to the advertising matter to be displayed
<br /> ("Laws"). In the event that such advertising Display becomes illegal or a request is received to terminate the Display for violation of Laws,
<br /> Lamar reserves the right to terminate same, but there shall be no short rate charge because of such termination.
<br /> 6. Advertiser or Advertising Agency grants to Lamar for the term of this contract,and any renewal thereof by Advertiser or Advertising Agency,an
<br /> irrevocable license to use the Display,such license to commence on completion of installation. Upon expiry of the license,Advertiser or
<br /> Advertising Agency agrees that Lamar can dispose of the Display.
<br /> 7. It is understood and agreed that this contract may not be canceled by Advertiser or Advertising Agency without prior written consent of an
<br /> Officer of Lamar. Lamar reserves the right to cancel this contract at any time upon default by the Advertiser or Advertising Agency in the
<br /> payment of bills or other breach,or in the event of any material violation on the part of the Advertiser or Advertising Agency of any of the
<br /> conditions herein contained;and upon such cancellation,all unpaid charges for advertising done hereunder,including short term rates or other
<br /> charges under this contract shall become immediately due and payable. In case of delinquency in payment,waiver by Lamar of any specific
<br /> breach of this contract by the Advertiser or Advertising Agency shall not prejudice Lamar's rights hereunder with respect to any breach or
<br /> breaches not specifically waived by Lamar.
<br /> 8. Execution of this contract does not constitute an extension of credit by Lamar to Advertiser or Advertising Agency. In the event Advertiser or
<br /> Advertising Agency applies for credit,the terms,representations and conditions of the credit application are incorporated into this agreement.
<br /> Upon credit approval by Lamar,all payments under this contract will be due in advance every four weeks.A late payment charge of 1.5%per
<br /> month(18%per annum),or the maximum amount allowed by law,whichever is less,shall be charged to and paid by Advertiser or Advertising
<br /> Agency on any amount remaining unpaid after 30 days from a given invoice date. Advertiser or Advertising Agency agrees to pay all taxes
<br /> applicable to this contract. In addition,Advertiser acknowledges and agrees that no payment made to the Advertising Agency shall constitute
<br /> satisfaction of a payment obligation under this contract unless and until Lamar actually receives said payment.
<br /> 9. If this contract is placed with a collection agency or an attorney for collection,Advertiser or Advertising Agency shall pay Lamar's collection fees
<br /> and reasonable attorney fees,even though no suit or action is filed. If a suit or action is filed,the amount of such reasonable attorney fees shall
<br /> be fixed by the court or courts in which the suit or action,including any appeal therein,is tried,heard or decided,and shall include an amount
<br /> estimated by the court as the reasonable costs and fees to be incurred in collecting any monetary judgment or enforcing any other order entered
<br /> in the suit or action.
<br /> 10. Failure to make any payment as herein provided shall,at Lamar's option, be deemed a complete and fundamental breach by Advertiser or
<br /> Advertising Agency of this contract,and upon any such failure the full amount of the remaining installments shall immediately become due and
<br /> payable,and in the event of failure to make payment thereof on demand, Lamar is authorized, but not obligated,to take possession of the
<br /> Display and to remove the Display from any or all of the spaces covered by this contract,to relet the spaces or any of them for the whole or any
<br /> part of the unexpired term of this contract to such person or persons and upon such terms and conditions as Lamar may determine,to collect
<br /> and receive the income or rent therefrom,to apply the income or rent so received from such reletting,first to Lamar's costs of replacing the
<br /> Display(including, but not limited to,costs incurred for design,artwork,selling,producing,and installing the replacement display),and to apply
<br /> the balance thereof to satisfaction of any amounts which may then be due to Lamar from Advertiser or Advertising Agency under this contract.
<br /> 1. A
<br /> the adveiser or Advertising Agency shall indemnify and save harmless Lamar against any liability to which Lamar may be subjected by reason of
<br /> advertising ma en A. get
<br /> ract including, but not limited to liabili . . ••-••-- amen,
<br /> copyrights,inv •- - - • ,i ega compe- ion or trade practices,as well as all reasonable costs, including attorney's
<br /> fees,in defending any such action or actions.
<br /> 12. Lamar will not be deemed to be in default with respect to its performance of or compliance with any of the terms or conditions of this advertising
<br /> display contract if the failure to perform or comply is due to any act of God,armed conflict, riots,civil commotion,sabotage,vandalism,strikes or
<br /> lockouts or any other event or cause,whether similar or dissimilar to the foregoing, beyond the control of Lamar.
<br /> 13. This contract is not assignable by the Advertiser or Advertising Agency.
<br /> 14. Any bill rendered to the Advertiser or Advertising Agency shall be conclusive as to the correctness of the items therein set forth and shall
<br /> constitute an account stated unless written objection is made thereto by the Advertiser or Advertising Agency within thirty(30)days after billing.
<br /> 15. Advertiser and Advertising Agency, if any,are jointly and severally responsible for payment under this contract. This contract contains the entire
<br /> agreement between parties,and no representation or promise not set forth herein shall affect the obligations of the parties hereunder.
<br /> 16. The Advertising Agency,if any, represents and warrants that it is authorized to execute this contract on behalf of the Advertiser and to legally
<br /> bind the Advertiser to the payment and performance of the obligations provided in this contract.
<br /> 17. Advertiser and Advertising Agency agree that Lamar makes no express or implied promise or commitment that Display will be posted on any
<br /> specific unit or that Display will be posted on a unit that travels on any specific route.
<br /> 18. Advertiser warrants that all approved designs to not infringe upon any trademark or copyright,state or federal.Advertiser agrees to defend,
<br /> indemnify and hold Lamar free and harmless from any and all loss,liability,claims and demands, including attorney's fees arising out of the
<br /> character,contents or subject matter,including but not limited to any claims for false or misleading advertising,of any copy displayed pursuant
<br /> to this contract.
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