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HomeMy WebLinkAbout2000-057ORDINANCE NO O?OGY d�'7 AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR, AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF BILLBOARD COMMERCIAL ADVERTISING FROM DAUM OUTDOOR ADVERTISING COMPANY, INC RESPECTING DENTON MUNICIPAL ELECTRIC, WHICH PERTAINS TO THE LEASE OF REAL ESTATE, AND WHICH ALSO IS AVAILABLE FROM ONLY ONE SOURCE IN ACCORDANCE WITH PERTINENT PROVISIONS OF CHAPTER 252 OF THE TEXAS LOCAL GOVERNMENT CODE EXEMPTING SUCH PURCHASES FROM THE REQUIREMENTS OF COMPETITIVE BIDDING, PROVIDING FOR RATIFICATION AND RETROACTIVE APPROVAL, AND PROVIDING AN EFFECTIVE DATE (PURCHASE ORDER 03166 TO DAUM ADVERTISING COMPANY, INC IN THE AMOUNT OF $ 28,200) WHEREAS, in order to compete in an emerging restructured, deregulated, and competitive electric service marketplace, and for the purpose of potentially increasing its market share and presence, Denton Municipal Electric ("DME") has undertaken a plan to advertise in order to improve customer awareness and its market visibility in the greater Denton area, and WHEREAS, DME staff, in order to reach a large portion of its present and potential future customer base, and considering the results of a recent customer survey conducted by the University of North Texas, believes that a cost-effective way to advertise in its market is by the use of existing billboards in strategic, heavily -traveled locations along Interstate Highway I-35E, in the South area of the City, and WHEREAS, DME staff selected two available locations for suitable billboard commercial advertising, each of which is in a strategic location to achieve the desirable traffic levels, and each of which is the subject of a separate Purchase Order and Display Contract, and both of which billboards selected were in existence prior to the City's use of them, so that no additional visual impact will be caused by the City's action, and WHEREAS, Section 252 022(a)(6) of the Texas Local Government Code provides that procurements of real property need not be submitted to the competitive bid process, and WHEREAS, Section 252 022(a)(7) of the Texas Local Government Code further provides that procurements of certain items or services that are only available from one source, as described therein, need not be submitted to the competitive bid process, and WHEREAS, the City Council wishes to lease real property and purchase billboard commercial advertising pertaining to Denton Municipal Electric ("DME") from Daum Outdoor Advertising Company, Inc ("Daum"), of Dallas, Texas, which advertising services and optimum real estate locations are presently available from only one source, and are permitted in accordance with Section 252 022 of the Texas Local Government Code, and WHEREAS, THE City Council deems it in the public interest for the City to enter into Display Contract No 1 and Display Contract No 2 with Daum to further the advertising program of DME as well as to enhance DME's contribution to the City, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the following purchase of services, as described in the "Purchase Orders" listed below, and on file in the office of the City's Purchasing Agent, is hereby authorized and approved PURCHASE ORDER VENDOR AMOUNT 03166 DAUM ADVERTISING $ 28,200 SECTION 2 That the acceptance and approval of the above items shall not constitute a contract between the City and Daum submitting the price quotation for such billboard commercial advertising until Daum shall comply with all requirements specified by the City's Purchasing Department SECTION 3 That the City Manager is hereby authorized to execute any contracts or other related documents relating to the item specified in Section 1 hereof, and the expenditure of funds pursuant to said contracts or written orders, are hereby authorized SECTION 4 That Display Contract #1 is hereby ratified and retroactively approved, and shall be effective from and after April 1, 1999, and that Display Contract #2 is hereby ratified and retroactively approved, and shall be effective from and after August 3, 1999 SECTION 5 That except as otherwise provided in Section 4 above, this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the 110 day of , 2000 ATTEST JENNIFER WALTERS, CITY SECRETARY By APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY S \Our I PO 03166 doc AdEmok ADVERTISING COMPANY, INC DlspI yContract 4455 LBJ Freeway, Suite 811, Dallas, TX 75244 No 1 Telephone #972-980-2500 Fax #972-392-4680 CONTRACT for Outdoor Advertising One (1) Display(s) DAUM ADVERTISING COMPANY, INC Jessica James, Denton Municipal Electric 901-A Texas St Denton TX 762d1 Gentlemen Date Contract No 030499-1 Advertiser City of Denton, Texas Commodity Utilities - Electric Start Date 4/1/99 or installation date of ad copy I For the consideration of the Monthly Rental (Monthly Rental) as stated below paid by the undersigned Advertiser (Advertiser) to Daum Advertising Company, Inc (Daum) and other good and valuable consideration as stated herein, Daum and Advertiser agree to place in service and maintain outdoor advertising Display(s) (Display) pursuant to the terms and conditions as described on both sides of this Contmat(Contract) for a period of (the Term) Twelve(12) i Months 2 This Contract shall begin on the date (Start Date) as specified above and should the Start Date fall on any day other than the first day for any given month, the remainder of that month is defined as the proration period LOCATION and DESCRIPTION 35 Q Teasley Lane Southmost/Southgound/Right CLASSIFICATION I SIZES Paint Bulletin I 14' x 48' POSTINGS I MONTHLY RENTAL One(1) 1 $1,400 00 net Early Termination by Advertiser This is a non -cancelable contract Advertiser may request to be relieved of their commitment under this Contract prior to the expiration of the Term pending written notice to Daum Upon receipt of such notice Daum will begin soliciting the Display to New Accounts (New Account), Advertiser will be liable for all Monthly Rental up to the Start Date for any New Account who has contracted with Daum for the Display location and within the Term both of which a defined on the front hereof Advertiser will pay Daum all costs associated with the Posting for the New Account Postings provided Advertiser as stated on t e front of this Contract and not utilized by Advertiser prior to the Start Date for the New Account cannot be used to pay the Posting costs for the New Account is Contract will terminate at the sole discretion of Daum effective Start Date for the New Account only if all Monthly Rental and New Account Posting costs asidiscussed above have been remitted to the office of Daum 3 Illumination All Displays are illuminated unless otherwise stated Normal hours of illumination are from dusk until 12 00 AM 24 Hour illumination will be provided per a quote basis Advertiser request all night illumination and agrees to pay an additional monthly charge of $ -O- per month each month of this Contract 4 Production Daum will implement the production of Advertiser's art (Posting) immediately upon receipt of camera ready art signed and accepted by Advertiser One "Posting" is one production from one piece of artwork for the Display, whether hand painted or computer generated vinyl One Posting includes any vinyl or finished production provided by Advertiser or Daum Daum will provide the number of Posting(s) as shown on the Contract, and any Posting in addition to that shown will be paid by Advertiser, with costs for additional Posting being on a per quote basis 5 Term The term of this Contract (Term) shall include any proration period plus the number of months as specified above, the last calendar day of the last month of the Term shall be the expiration daw(Expiration Date) of the Contract 6 Payment Policy Tho first Monthly Rental must be submitted prior to Start Data All Monthly Rentals thereafter including any prorated portion are due and payable on the first of etch month for the entire Term of this Contract 7 Expiration Advertiser agrees to notify Daum in writing ninety (90) days prior to the Expiration Date if it desires to terminate the Contract at the Expiration Date Unless Advertiser so notifies Daum, the parties agree that this Contract shall remain in force following such Expiration Date until either party thereafter gives to the other sixty (60) d tys prior written notice of its intent to terminate and, then, shall expire upon the expiration of the sixty day period 8 Cut-outs In addition to the forgoing Monthly Rental Advertiser shall pay Daum for any pictorial, cutout, embellishment or any other special treatment for the Display within thirty (30) days of its receipt of notice from Daum of the cost thereof Said cost shall be calculated at a rate of ($__95 nn(Lt tt) _) per square foot This Contract is and acce f subject to the conditions stipulated on both sides City of Denton, Texas Signed and accepted by Advertiser AFJauverbsing aura, President Company, Inc Printed Name Date entered /7 lea Attested Jennifer Walters, City Secretary Approved as to legal form Herbert L Prouty, City Attorney Billing Address City of Denton Texas 901-A Texas St 11 Default The following events shall be deemed to be events of default by Advertiser under this Contract a Any failure by Advertiser to pay when due any amounts owed within thirty (30) days, and does not cure such failure within 10 days after written notice thereof to Advertiser b Failure of Advertiser or its Agency to provide final approved camera ready art required for the production of the Display within teri days from execution date of this Contract c Advertiser fails to comply with any of the other terms provisions or covenants of this Contractor does not cure such failure within thirty(30) days after written notice thereof to Advertiser d Advertiser files a petition under any section or chapter of any applicable bankruptcy or insolvency law, or Advertiser is adjudged bankrupt or insolvent in proceedings filed against Advertiser, or Advertiser admits that Advertiser cannot meet Advertiser's financial obligations under this Contract as they become due 12 Upon the occurrence of any event of default specified in this Contract or upon termination of the Term prior to the expiration date for this contract, regardless of reason. Daum shall have the option to pursue any and all remedies that Daum then may have hereunder or at law or in equity, Including, without limitation, any one or more of the following, in each case, without any further notice or demand whatsoever a Immediate termination of this Contract by notice in writing to Advertiser along with immediate and simultaneous removal or covering over of Advertisers posting and Advertiser shall be liable to Daum for all reasonable cost Daum incurs in retailing of Advertiser s Display, including, without limitation, reasonable attorney's fees Incurred in connection with the reletting and in connection with Advertiser's default hereunder Advertiser agrees to pay Daum on demand the amount of all loss and damages that Daum may suffer by reason of such termination, and payment shall be due within thirty (30) days of written notice from Daum Upon termination of this Contract for any reason, Advertiser shall hold Daum harmless to the extent permitted by law, and forever defend Daum against any prosecution or any claim for damages made against Daum by reason of such termination b Remove posting on the billboard c Replace posting on the billboard 2 Relocation If for any reason the Display's location described on this Contract cannot be maintained, Daum may, exercising Its sole reasonable judgment, choose the best available alternative location for the Display Any relocation of the Display necessitated by a loss of locatlon, due to state laws, local ordinances, rerouting of highway or other similar causes shall be at Daum's expense At Daum's option, billing for the Display governing the period during which relocation is being accomplished and the Display is not in place shall abate, or Advertiser is to be issued a credit after such period in the amount of one hundred percent (100%) of the prorated monthly amount contracted to be paid during such period If the Display location is lost and Daum is unable to obtain a replacement location, Daum shall refund to Advertiser any amounts paid by Advertiser for the unexpired term of this Contract but shall not be obligated to Advertiser for any other loss to Advertiser caused by such inability to relocate Any relocation of a Display requested by Advertiser shall be subject to Daum's approval and shall be at Adverilser's expense 3 Maintenance Daum agrees to maintain the Display in good condition throughout the Term of this Contract, including replacing and repairing any damaged parts of the Display Any delay in supplying services to the Advertiser by Daum hereunder or any damage to the Display or loss of illumination shall not void the Contract nor shall Daum be liable to Advertiser for any loss due to any such delay, damage or loss, beyond its obligation to Issue credits in accordance with paragraph 2 of this Contract 4 Damage If the Display is damaged to an extent which prevents the displaying of Advertiser's message and the damage is more than 20% of the total surface area of the Display, then Daum at Its option may abate billing for the perod during which message is damaged and Advertiser Is to be Issued a credit after completion of repairs in the amount of one hundred percent (100%) of the applicable prorated monthly amount paid during the period damage occurred If there is a loss of illumination , Advertiser is to be issued a credit after cessation of the loss of illumination in the amount of twenty percent (20%) of the applicable monthly rate prorated for the period of such loss except that if any governmental authority or utility restricts or eliminates illumination, the following terms shall govern the amount, If any, of the credit a In the case of governmental or utility actions resulting in reduction or total elimination of Illumination, Advertiser shall be entitled to a credit of twenty percent (20%) of the applicable monthly rate prorated for the period of non or reduced illumination Daum Is not responsible except as provided herein, for any delay or failure in the performance of any of its obligations under this Contract 5 Ownership It Is understood that the Display, vinyls, postings, and all equipment and appurtenances associated with any billboard or Display of Daum shall remain the exclusive property(Property) of Daum and, no Property, may be altered, subcontracted for or removed by Advertiser Daum retains the exclusive right to paint and place copy on and provide all maintenance for the Display Neither Advertiser nor anyone Advertiser has hired or subcontracted with shall enter onto the billboard without prior consent of Daum which consent shall not be unreasonably withheld by Daum 6 Repairs Any costs associated with additions, corrections, repainting, or posting of the Display requested by Advertiser occurring after the Start Date and such repaints, repass or posting are not provided for as staled on the front of this Contract shall be assessed to Advertiser Advertiser is obligated to continue making the monthly payment during any period when the Display is being repainted or the copy is changed 7 Insurance Daum agrees to carry at it's own cost and expense adequate public liability insurance covering all such contingencies so long as this Contract shall remain in effect Advertiser agrees to Indemnity to the extent allowed by applicable law and hold Daum harmless including any reasonable legal fees, damages, costs or demands regarding any and all claims arising from Advertiser's negligent or willful conduct Daum reserves the right to reasonably reject or remove any copy which, in its opinion, before or after placing the Display in service is objectionable or in any way might adversely affect the integrity of the outdoor advertising Industry as well as the professional reputation and goodwill of Daum regardless of any commitment herein or otherwise 8 Condemnation In the event that any law is enacted or regulation is adopted or promulgated which prohibits the erection or maintenance of the Display or In the event of the Imposition on Daum of any taxes or license fees which increase Daum's costs to perform Its obligations under this Contract, Daum shall have the right, at Its option, either to cancel this Contract upon thnty(30) days advance written notice, or adjust its terms In the event any legal action is taken or threatened to be taken by any governmental authority pursuant to law, to condemn the ground location for the Display or otherwise take such Display, Daum shall have the right, at its option, either to cancel this Contract or to reduce Its Term, and to make a voluntary sale of said Display to any such governmental authority and Advertiser shall not be entitled to any proceeds from such sale Daum will not be liable to Advertiser for any such cancellation or term reduction except to return to Advertiser any amounts paid by Advertiser for the unexpired term of this Contract or Daum may relocate Display according to paragraph 2 of this Contract 9 SalelTransfer This Contract may not be altered, changed or amended, except by instrument in writing signed by both parties hereto The terms, provisions, covenants, and conditions contained in this Contract shall apply to and inure to the benefit of, and be binding upon the parties hereto and upon their respective successors In Interest, assigns, and legal representatives, except as otherwise herein expressly provided Should any assignee of the Advertiser breach any term of this Contract, upon such breach, Daum shall be entitled to invoke any of the remedies identified herein without further notice against either the Advertiser or the Assignee or both, as Daum may choose 10 Acceptance This Contract shall not obligate Daum in any way until it is accepted and signed by an executive officer of Daum It is understood that this Contract constitutes the entire Contract and understanding between the parties hereto and supersedes all prior representations, understandings and agreements relating to the subject matter hereof The parties to this Contract hereby agree that the Contract shall be governed by and construed in accordance with the laws of the State of Texas This Contract is to be signed by each of the parties hereto in duplicate, and it is agreed and stipulated that either of the two originals or copies of this Contract may be admitted into evidence in any litigation relating to the enforcement of this Contract a) The invalidity, In whole or in part, of any provision of this Contract shall not affect the validity or enforceability of any other of its provisions b) Daum's failure to insist In one or more Instances upon the performance of any term or terms of this Contract shall not be construed as a waiver or relinquishment of Daum's night to such performance of such term or terms, and Advertiser's obligation with respect thereto shall continue in full force and effect 1 ADVERTISING COMPANY, INC Display Contract 1 4455 LBJ Freeway, Suite 811, Dallas, TX 75244 No, i Telephone #972-980-2500 Fax #972-392-4680 CONTRACT for Outdoor Advertising One (1) Display(s) DAUM ADVERTISING COMPANY, INC Date Contract No 070299-1 Jessica James, D�nton Municipal Electric Advertiser City of Denton, Texas 901-A Texas St Commodity Utilities - Electric Denton TX 762�1 Start Date 8/3/99 or installation date of ad copy Gentlemen I For the consideration of the Monthly Rental (Monthly Rental) as stated below paid by the undersigned Advertiser (Advertiser) to Daum Advertising Company, Inc (Daum) and other igood and valuable consideration as stated herein, Daum and Advertiser agree to place in service and maintain outdoor advertising Display(s) (Display) pursµant to the terms and conditions as described on both sides of this Contract(Contract) for a period of (the Term) Fourteen(14) Months 2 This Contract shall begin on the date (Start Date) as specified above and should the Start Date fall on any day other than the first day for any given month, the remainder of that month is defined as the proration period LOCATION and DESCRIPTION CLASSIFICATION SIZES POSTINGS MONTHLY RENTAL 35 @ Shady Shortes Paint Bulletin 14' x 48' One(1) $1,650 00 net Northmost/Northgound/Left Hand Early Termination by Advertiser This is a non cancelable contract Advertiser may request to be relieved of their commitment under this Contract prior to the expiration of the Term pending written notice to Daum Upon receipt of such notice Daum will begin soliciting the Display to New Accounts (New Account), Advertiser will be liable for all Monthly Rental up to the Start Date for any New Account who has contracted with Daum for the Display location and within the Term both of which am defined on the front hereof Advertiser will pay Daum all costs associated with the Posting for the New Account Postings provided Advertiser as stated on the front of this Contract and not utilized by Advertiser prior to the Start Date for the New Account cannot be used to pay the Posting costs for the New Account This Contract will terminate at the sole discretion of Daum effective Start Date for the New Account only if all Monthly Rental and New Account Posting costs a discussed above have been remitted to the office of Daum 3 Illumination All Displays are illuminated unless otherwise stated Normal hours of illumination are from dusk until 12-QO AM 24 Hour illumination will be provided per a quote bads Advertiser request all night illumination and agrees to pay an additional monthly charge of $ UU per month each month of this Contract 4 Production Daum will implement the production of Advertiser's art (Posting) immediately upon receipt of camera ready art signed and accepted by Advertiser One "Posting" is one production from one piece of artwork for the Display, whether hand painted or computer generated vinyl One Posting includes any vinyl or finished production provided by Advertiser or Daum Daum will provide the number of Posting(s) as shown on the Contract, and any Posting in addition to that shown will be pail by Advertiser, with costs for additional Posting being on a per quote basis 5 Term The term of ibis Contract (Term) shall include any proration period plus the number of months as specified above, the last calendar day of the last month of the Term shall be the expiration date(Expiration Date) of the Contract 6 Payment Policy The llrst Month(E Rental must be submittal prior to Start Date All Monthly Rentals thereafter including any prorated portion are due and payable on the first of e0h month for the entire Term of this Contract 7 Expiration Advertiler agrees to, notify Daum in writing ninety (90) days prior to the Expiration Date if it desires to terminate the Contract at the Expiration Date Unless Advertise so notifies Daum, the parties agree that this Contract shall remain in force following such Expiration Date until either party thereafter gives to the other sixty (60) ys prior written notice of its intent to terminate and, then, shall expire upon the expiration of the sixty day period 8 Cut-outs In addit to the forgoing Monthly Rental Advertiser shall pay Daum for any pictorial, cut out, embellishment or any other special treatment for the Display within thirty (30) days of its receipt of notice from Daum of the cost thereof Said cost shall be calculated at a rate of ($ 25 tFJO(ne) ) per square foot 5rD, This Contrid ace pte abject to the conditions stipulated on both sides City of Denton, Texas Signed and accepted Advertiser Advertising Company, Inc Printed Name Mte ael W CA Mana er Billing Address City of Denton Texas T Date entered Attested Jennifer Walters, City Secretary Approved as to legal form Herbert L Prouty, City Attorney 901-A Texas St Denton, A"g rl�.i,,l ,� 11 Default The following events shall be deemed to be events of default by Advertiser under this Contract a Any failure by Advertiser to pay when due any amounts owed within thirty (30) days and does not cure such failure within 10 days after written notice thereof to Advertiser b Failure of Advertiser or its Agency to provide final approved camera ready an required for the production of the Display within ten(10) days from execution date of this Contract c Advertiser fails to comply with any of the other terms, provisions or covenants of this Contract or does not cure such failure within thirty(30) days after written notice thereof to Advertiser d Advertiser files a petition under any section or chapter of any applicable bankruptcy or Insolvency law, or Advertiser is adjudged bankrupt or Insolvent in proceedings filed against Advertiser, or Advertiser admits that Advertiser cannot meet Advertiser's financial obligations under this Contract as they become due 12 Upon the occurrence of any event of default specified in this Contract or upon termination of the Term prior to the expiration date for this contract, regardless of reason, Daum shall have the option to pursue any and all remedies that Daum then may have hereunder or at law or in equity, including, without limitation, any one or more of the following, in each rase, without any further notice or demand whatsoever a Immediate termination of this Contract by notice in writing to Advertiser along with immediate and simultaneous removal or covering over of Advertisers posting and Advertiser shall be liable to Daum for all reasonable cost Daum incurs in reletting of Advertiser's Display, including, without limitation, reasonable attorney's fees incurred In connection with the reletting and in connection with Advertiser's default hereunder Advertiser agrees to pay Daum on demand the amount of all loss and damages that Daum may suffer by reason of such termination, and payment shall be due within thirty (30) days of written notice from Daum Upon termination of this Contract for any reason. Advertlser shall hold Daum harmless to the extent permitted by law, and forever defend Daum against any prosecution or any claim for damages made against Daum by reason of such termination b Remove posting on the billboard c Replace posting on the billboard 2 Relocation If for any reason the Display's location described on this Contract cannot be maintained, Daum may, exercising Its sole reasonable judgment, choose the best available alternative location for the Display Any relocation of the Display necessitated by a loss of location, due to state laws, local ordinances, rerouting of highway or other similar causes shall be at Daum s expense At Daum's option billing for the Display governing the period during which relocation is being accomplished and the Display is not in place shall abate, or Advertiser is to be issued a credit after such period in the amount of one hundred percent (100%) of the prorated monthly amount contracted to be paid during such period If the Display location is lost and Daum is unable to obtain a replacement location, Daum shall refund to Advertiser any amounts paid by Advertiser for the unexpired term of this Contract but shall not be obligated to Advertiser for any other loss to Advertiser caused by such Inability to relocate Any relocation of a Display requested by Advertiser shall be subject to Daum's approval and shall be at Adverbser's expense 3 Maintenance Daum agrees to maintain the Display in good condition throughout the Term of this Contract, including replacing and repairing any damaged parts of the Display Any delay In supplying services to the Advertiser by Daum hereunder or any damage to the Display or loss of illumination shall not void the Contract nor shall Daum be liable to Advertiser for any loss due to any such delay, damage or loss, beyond its obligation to issue credits in accordance with paragraph 2 of this Contract 4 Damage If the Display is damaged to an extent which prevents the displaying of Advertiser's message and the damage is more than 20% of the total surface area of the Display, then Daum at Its option may abate billing for the period during which message is damaged and Advertiser is to be issued a credit after completion of repairs in the amount of one hundred percent (100%) of the applicable prorated monthly amount paid during the period damage occurred If there is a loss of Illumination , Advertiser is to be issued a credit after cessation of the loss of illumination in the amount of twenty percent (20%) of the applicable monthly rate prorated for the period of such loss except that if any governmental authority or utility restricts or eliminates illumination, the following terms shall govern the amount, if any, of the credit a In the case of governmental or utility actions resulting in reduction or total elimination of illumination, Advertiser shall be entitled to a credit of twenty percent (20%) of the applicable monthly rate prorated for the period of non or reduced Illumination Daum is not responsible except as provided herein, for any delay or failure in the performance of any of Its obligations under this Contract 5 Ownership It is understood that the Display, vinyls, postings, and all equipment and appurtenances associated with any billboard or Display of Daum shall remain the exclusive property(Property) of Daum and no Property may be altered, subcontracted for or removed by Advertiser Daum retains the exclusive right to paint and place copy on and provide all maintenance for the Display Neither Advertiser nor anyone Advertiser has hued or subcontracted with shall enter onto the billboard without prior consent of Daum which consent shall not be unreasonably withheld by Daum 6 Repairs Any costs associated with additions, corrections repainting, or posting of the Display requested by Advertiser occurring after the Start Date and such repaints repairs or posting are not provided for as stated on the front of this Contract, shall be assessed to Advertiser Advertiser Is obligated to continue making the monthly payment during any period when the Display is being repainted or the copy is changed 7 Insurance Daum agrees to carry at it's own cost and expense adequate public liability insurance covering all such contingencies so long as this Contract shall remain In effect Advertiser agrees to indemnify to the extent allowed by applicable law and hold Daum harmless including any reasonable legal fees, damages costs or demands regarding any and all claims arising from Adverbser's negligent or willful conduct Daum reserves the right to reasonably reject or remove any copy which, In its opinion, before or after placing the Display in service is objectionable or in any way might adversely affect the integrity of the outdoor advertising industry as well as the professional reputation and goodwill of Daum regardless of any commitment herein or otherwise 8 Condemnation In the event that any law is enacted or regulation is adopted or promulgated which prohibits the erection or maintenance of the Display or in the event of the Imposition on Daum of any taxes or license fees which increase Daum's costs to perform its obligations under this Contract, Daum shall have the right, at Its option, either to cancel this Contract upon thirty(30) days advance written notice, or adjust its terms In the event any legal action is taken or threatened to be taken by any governmental authority pursuant to law, to condemn the ground location for the Display or otherwise take such Display, Daum shall have the right, at its option, either to cancel this Contract or to reduce its Term, and to make a voluntary sale of said Display to any such governmental authority and Advertiser shall not be entitled to any proceeds from such sale Daum will not be liable to Advertiser for any such cancellation or term reduction except to return to Advertiser any amounts paid by Advertiser for the unexpired term of this Contract or Daum may relocate Display according to paragraph 2 of this Contract 9 SalelTransfer This Contract may not be altered, changed or amended, except by instrument in writing signed by both parties hereto The terms, provisions, covenants, and conditions contained in this Contract shall apply to and inure to the benefit of, and be binding upon the psrties.bereto and upon their respective successors in interest, assigns, and legal representatives, except as otherwise herein expressly provided Should any assignee of the Advertiser breach any term of this Contract, upon such breach. Daum shall be entitled to invoke any of the remedies identified herein without further notice against either the Advertiser or the Assignee or both, as Daum may choose 10 Acceptance This Contract shall not obligate Daum in any way until it is accepted and signed by an executive officer of Daum It is understood that this Contract constitutes the entire Contract and understanding between the parties hereto and supersedes all prior representations, understandings and agreements relating to the subject matter hereof The parties to this Contract hereby agree that the Contract shall be governed by and construed in accordance with the laws of the State of Texas This Contract Is to be signed by each of the parties hereto in duplicate, and it is agreed and stipulated that either of the two originals or copies of this Contract may be admitted into evidence in any litigation relating to the enforcement of this Contract a) The invalidity, in whole or in part, of any provision of this Contract shall not affect the validity or enforceability of any other of its provisions b) Daum's failure to Insist In one or more instances upon the performance of any term or terms of this Contract shall not be construed as a waiver or relinquishment of Daum's right to such performance of such term or terms, and Advertiser's obligation with respect thereto shall continue in full force and effect