2000-057 ORDINANCe NO O q7
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 PROM ONLY ONE SOURCE IN
ACCORDANCE WITH PERTINENT PROVISIONS OF CHAPTER 252 OF THE
TEXAS LOCAL GOVERNMENT CODE EXEMPTING SUCH PURCHASES PROM
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
potantml future customer base, and consldenng the results of a recent customer survey
conducted by the Umvemty 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 1-35E, 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
trafficl 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 certmn items or services that are only available from one
source, as dascnbed 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 ("Damn"), of Dallas, Texas, which advertising
services and optimum real estate locations are presently avatlable from only one source,
and are permitted m accordance wlth Section 252 022 of the Texas Local Government
Code, and
WHEREAS, THE C~ty Council deems it in the pubhc ~nterest for the City to enter
into D~splay Contract No 1 and Display Contract No 2 w~th 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" hsted below, and on file m the office of the C~ty's Purchasing Agent,
is hereby authonzed 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 C~ty and Daum submitting the price quotation for such
billboard commercial advertising until Damn shall comply w~th all reqmrements
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 SecUon 1 hereof,
and the expenthture of funds pursuant to smd contracts or written orders, are hereby
authorized
SECTION4 That Display Contract #1 ~s 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 prowded in Section 4 above, this
ordinance shall become effective ~mmedlately upon ~ts passage and approval
PASSED PROVED th, sthe /aZ day of
JAI~LLER, MAYOR
ATTEST
JENNIFER WALTERS, CITY SECRETARY
By 0ff~/}~/~-~ ~~~/
APPROVED AS TO LEGAL FORM
HERBERT L PROUTY, CITY ATTORNEY
By~ ~~~ PO 03166 doc
S \Our Documents\c,,tclmanee~ou~uaum ^overusing-tailboard Ls Ord
O ADVERTISING COMPANY, INC D]spl~v~ Ciontract
4455 LBJ Freeway, Suite 811, Dallas, TX 75244
Telephone #972~980-2500 Fax #972-392-4680
CONTRACT for Outdoor Adverhsmg One ('1) D~splay(s)
DAUM ADVERTISIN~ COMPANY, INC Date Contract No 030499-1
Jess~ca James, D~nton Municipal Electnc Adverhser C~ty of Denton, Texas
901-A Texas St ' Commodity_ Utilities - Electric
Denton, TX 76201 Start Date 4/1/99 or
I mstallat~on date of ad copy
Gentlemen
1 For the conslderat~oB of the Monthly Rental (Monthly Rental) as stated below paid by the undersigned Adverh~er (Advertiser) to Daum Adve,rt?mg ,Company,
Display(s) (Display) pursuant to the terms and condifiom as dascnbed on Ix)th sides of th~s Contract (Conteact) for a perlcd of (the Term)
Twelve(12) i Months
2 This Contract shall begm on the date (Start Date) as specified above and should the Start Date fall on any day other than the first day for any g~ven month, the
remamder of that month, ls defined as the proration period
LOCATION and DESCRIPTION CLASSIFICATION SIZES POSTINGS MONTHLY RENTAL
35 @ Teasley Larle Paint Bulletin 14' x 48' One(l) $1,400 00 net
Southmost/Southl~ound/Right Ha~ ~d
7 Expn'atton Advertiser agrees to notify Danm In writing ninety (90) ~ys pmor to the Expiration Date ff tt de.ms to ~mate t~e ~ntract~t.?e E~p~rabon
S~ ~d acce~ by ~~ Adve~r ~/~/~
~li~ A~ss Cl~ of Denton, Texas
' 901-A Texas St
Da~ ente~d ~~0 Denton, TX 76201
1'1 Default ThefollowingeventsshallbedeemedtobeeventsofdefaultbyAdvert~serunderth~sContract
a Any failure bY Advertiser to pay when due any amounts owed wdh~n thirty (30) days, and does not cure such failure w~thln 10 days after written nctlco thereof to Adverbser
b Failure of Advertiser or ~ts Agency to Prowde final approved camera rready art required for the prequct~on of the D~splay wdhm ten(10) days from execution date of th~s
Contract
c Advertiser falls to comply with any of the other terms prowsmns or covenants of this Contract or does not cure such failure within thirty(30) days after wntten notice thereof
to Adverfiser
d Advertiser files a petition under any secpen or chapter of any applicable bankruptcy or Insolvency law, or Advertiser Is adjudged bankrupt or insolvent in proooedlngs filed
against Advertiser, or Advertiser admds that Advertiser cannot meet Advertiser's hnanc~al obligahons under this Contract as they become due
'12 Upon the occurrence of any event of default specified ~n this Contract or upon termination of the Term pnor to the expiration date for th~s 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 m equity, Including, without limltafion, any one or more of the
following, in each case, w~thout any further not,ce or demand whatsoever
a Immediate termination of th~s Contract by not,ce m wr~hng to Advertiser along w~th ~mmed~ate and s~mufianeous removal or covenng over of Advertisers posting and
Advertiser shall be liable to Daum for all reasonable cost Daum recurs ~n relettlng of Advertiser s D~splay, ~ncludlng, without hmitafion, reasonable attorney's fees Incurred in
connection wfih the reletfing and ~n connechon with Advertiser% default bereunder Adved~ser agrees to pey Daum on demand the amount of all logs and dameges that Daum
may suffer by reason of such termination, and payment shall be due within thirty (30) days of written nohce from Daum Upon termlnahon of th~s 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 egalnst Daum by
reason of such terminapen
b Remove posting on the billboard
c Replace posfing on the b~llboard
2 Relocation If for any reason the Display's location descnbed on this Contract cannot be maintained, Daum may, exem~s~ng its sole reasonable judgment, cheese the best
avarlable alternafive location for the D~splay Any relocation of the Display necessdated by a loss of Iocafion, due to state laws, local ordinances, remutlng of highway or other
s~mllar causes shall be at Daum's expense At Daum's option, b~lhng for the D~splay governing the period during which relocaben ~s being accomplished and the Display ~s not
~n place shall abate, or Advertiser is to be ~ssued a credit after such period m the amount of one hundred pement (100%) of the prorated monthly amount contracted to be pad
dunng such pedod If the Display location ~s lost and Daum ~s unable to obtain a replacement location, Daum shall refund to Advertiser any amounts pa~d by Advertiser for the
unexpired term of th~s Contract but shall not be obhgated to Advertiser for any other loss to Advertiser caused by such inablldy to relocate Any relocation of a Display
requested by Adverfiser shall be subject to Daum's approval and shall be at Advertiser's expense
3 Malnteneece Daum agrees to maintain the D~splay ~n good condd~on throughout the Term of th~s Contract, ~ncludmg replacing and repa~nng any damaged parts of the
Display Any delay in supplying services to the Advertiser by Daum hereunder or any damage to the D~splay or loss of ~llumlnation 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 obl~gafion to issue credits in accordance with paragraph 2 of this Contract
4 Damage if the Display is damaged to an extent which prevents the d~splaymg of Adverhser's message and the damage ~s more than 20% of the total surface area of the
Display, then Daum at its oppen may abate b~lhng for the penod dunng which message ~s damaged and Advertiser is to be issued a credd after compleben of repairs ~n the
amount of one hundred pement (100%) of the applicable prorated monthly amount paid dudng the period damage occurred If there Is a loss of illumination, Advertiser is to
be issued a credd after cessation of the loss of ~llummapen in the amount of twenty percent (20%) of the apphcable monthly rate prorated for the period of such loss except that
~f any governmental authority or ut~hty restncts or eliminates iIluminat~on, the following terms shall govern the amount, if any, of the credit
a in the case of governmental or uhllty actions resulting ~n reduction or total ellmlnahon of Illum~nahon, Advertiser shall be ent~fied to a cradd of twenty percent (20%) of the
applicable monthly rate prorated for the period of non or reduced ~llum~nat~on
Daum is not responsible except as provided bereln, for any delay or falure m the performance of any of its obhgations under this Contract
5 Ownership It Is understood that the D~splay, wnyls, poshngs, and all equipment and appurtenances associated with any blllpeard or Display of Daum shall remain the
exclusrve property(Property) of Daum and, no Property, may be altered, subcontracted for or removed by Advertiser Daum retaloo the excluawe nght to pelnt and pJaoo copy
on and provide all maintenance for the D~splay Neither Adved~ser nor anyone Advertiser has hired or subcontracted w~th shall enter onto the b~llboard without pnor consent of
Daum which consent shall not be unreasonably w~thheld by Daum
6 Repairs Any costs associated with addd~ons, corrections, ropa~nhng, or post~ng of the Display requested by Advertiser occumng after the Start Date and such repaints,
repairs or posting are not prowded for as stated on the front of th~s Contract shall be assessed to Advertiser Advertiser is obligated to continue making the monthly payment
during any period when the Display Is being repamted or the copy ~s changed
7 Ineurance Daum agrees to carry at ~t's own cost and expense adequate pubhc habll~ty ~oourance covenng all such contingencies so long as this Contract shall remain In
effect Advertiser agrees to Indemn~fy to the extent allowed by applicable law and hold Daum harmless including any reasonable legal fees, damages, coots or demands
regarding any and all claims arising from Adve~l~ser's negligent or w~llful conduct Daum reserves the right to reasonably reject or remove any copy which, ~n ds opinion,
before or after placing the Display ~n service is objechonable or in any way might adversely affect the integrity of the outdoor advertiaing Industry as well as the professional
reputation and goedwlll of Daum regardless of any commitment herein or otberwlse
8 Condemnation in the event that any law ~s enacted or regulaben ~s adopted or promulgated which prohibits the erection or maintenance of the D~splay or In the event of
the imposition on Daum of any taxes or I~cense fees which increase Daum's costs to perform its obligations under th~s Contract, Daum shall have the right, at its option, either
to cancol this Contract upon thlrfy(30) days advance wntten notlco, or adjust its terms In the evect any legal acben is taken or threatened to be takee by any governmental
authority pursuant to law, to condemn the ground location for the Display or otberw~se take such Display, Daum shall have the right, at its option, edher to cancel this Contract
or to reduce its Term, and to make a voluntary sale of sa~d Display to any such governmental authodty and Advertiser shall not be entitled to any proceeds from such sale
Daum will not be hable to Advertiser for any such canoollahon or term reduction except to return to Adverhser any amounts paid by Advertiser for the unexpired term of this
Contract or Daum may relocate D~splay according to paragraph 2 of th~s Contract
9 Salerrranatar Th~s Contract may not be altered, changed or amended, except by ~nstrument in wnhng s~gned by both parties hereto The terms, provisions, covenants,
and conditions contained ~n this Contract shall apply to and ~nure to the beneht of, and be binding upon the parti~ hereto and upon tbe~r respective successors in interest,
assigns, and legal representatives, except as otherwise herein expressly provided Should any assignee of the Advertiser breach any term of th~s Contract, upon such breach,
Daum shall be entdled to invoke any of the remedies identified hera~n w~thout further notice against edber the Advertiser or the Assignee or both, as Daum may choose
10 Acceptance Th~s Contract shall not obligate Daum tn any way until ~t ~s accepted and s~gned by an execuhve off~oor of Daum It Is understood that th~s 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 th~s Contract hereby agree that the Contract shall be governed by and construed in accordance w~th the laws of the State of Texas
Th~s Contract ~s to be signed by each of the part~es hereto in duplicate, and d ~s agreed and stipulated that edher of the two onglnals or copies of th~s Contract may be admitted
into evidence in any lihgat~on relahng to the enforcement of this Contract
a) The ~nval~ddy, in whole or ~n part, of any prowslon of this Contract shall not affect the validity or enforcoabihty 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 Adverfiser's obligation with respect thereto shall continue ~n full force and effect
O ADVERTISING COMPANY, INC Display Contract
I 4455 LBJ Freeway, Suite 81 I, Dallas, TX 75244 ~/o, l-
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
Jesmca James, Ognton Mumc~pal Electric Advertiser. C~ty of Denton, Texas
901-A Texas St Commoday. Ubhfles - Electnc
Denton, TX 762~1 Start Date 8/3/99 or
~nstallahon date of ad copy
Gentlemen
1 For the consnlerattolt of the Monthly Rental (Monthly Rental) as stated below pa~d by the undersigned Adverhscr (Adverhser) to Daum Adverhsmg Company,
lac (Daum) and otherlgood and valuable cons/darahon as stated berlin, Daum and Adverhser agree to place in s~rvlcc and maintain outdoor advertising
Display(s) (Display) pursgant to the terms and conditions as described on both sides of this Contract (Contract) for a l~rmd of (the Term)
Fourteen(14) Months
2 This Contract shall b~gln on the date (Start Date) as specified abov~ attd should the Start Date fall on any day other than the first day for any given month, the
remainder of that month la defined as the prorahon permd
LOCATION and ~ESCPdFTION CLASSIHCATION SIZES POSTINGS MONTHLY RENTAL
35 @ Shady Sho~es Pmnt Bulletin 14' x 48' One(l) $1,650 00 net
NorthmostYNorthhound/Left Hand
Early Termmatlon by Advertl~'er This ts a non cancelabl¢ contract Advcrhser may request to be reheved of tbetr commitment under th~s Contract prior to the
expiration of the Term pending written nohce to Daum Upon receipt of such notice Daum vail begin sohcttmg the Dmplay to New Accounts (New Account),
Adverhser vnll be hable for all Monthly Rental up to the Start Date for any New Account who has contracted wtth Daum for the D~splay location and vath~n the
Telern both of which ar~ defined on the front hereof Advertiser will pay Daum all costs associated vath the Posting for the New Account Postings pro,haled
Advertiser as stated on t~e front of th~s Contract and not utilized by Advertiser pzaor to the Start Date for the New Account cannot ~
for the New Account ~'hls Contract vail terminate at the sole chscretlon of Daum effechve Start Date for the New Account only It att Montmy l~enta~ aaa
Account Poshng costs a~ chscussed above have been rermffed to the office of Daum
of thm Contract
4 Productmn Daur0 wil lmpleraent the production of Advertiser's art (Posting) tmmedmtely upon receipt of camera reedy,art s.~gn~ed a..nd.accepted ,by
any wnyl or fmmhed production provided by Advertiser or Daum Daum will prowde the number of Posting(s) as shown on the Contract, and any Poshng tn
addthon to that shown Will be prod by Advertiser, with costs for additional Posting being on a per quote basis
5 Term The term of t~la Contract (Term) shall mclude any proration permd plus the number of months as spec:tied above, the last calendar day of the last month
of the Term shall be the exp~rahon date(Exp~rahon Date) of the Contract
6 Payment Pohey Th~ .Omi Moa&ly Re. tM must be submittedpr~o~ to Start Date All Monthly Rentals thereafter including any prorated port,on are due and
payable on the first of e~h month for the enhre Term of this Contract
to the otber sixty (60) c~ys prior written nohce of its intent to teammate and, thcn~ shall expire upon the explrahon of the sixty day pemod
g Cut-outs In addtfibn to the forgo ng Monthly Rental AdvertiSer shall pay Deum for any pmtonal, cut out, embelhshment or any otber specml treatment for
thc Dmplay vathm th~rl~ (30) days of tis t~oslpt of notice from Dnum of the cost thereof Smd cost shall be calculated at a rate of ($~) per
ua. foo ,, Cont , " acc ' .h e t to the con.it,on, s.pulatedon boths, s Denton, Te as /
pats eat.red ~""~/~t~''') Denton, TX 76201
oate, ed /
Approved as to legal form Herbert L Peouty, C~ty Attorney - ~)
I I Default The following events shall be deemed to be events of default by Advertlser under thls Contract
a Any failure by Advertiser to pay when due any amounts owed wtth~n thirty (30) days and does not cure such failure within 10 days after wrdten nohce thereof to Adverhser
b Falure of Adverhser or ~ts Agency to provide final approved camera ready art rrequlred for the produchon of the D~splay within ten(lO) days from execution date of this
Contract
c Adverhser fals to comply w~th any of the other terms, provisions or covenants of th~s Contract or does not cure such failure within thirty(30) days after wntten not,ce thereof
to Advertiser
d Adveffiser filos a petition under any section or chapter of any apphcable bankruptcy or insolvency law, or Adveffiser is adjudged bankrupt or Insctvent ~n proceedings flied
against Advertiser, or Advertiser admits that Advertiser cannot meet Advertiser's financial obllgahcos under this Contract as they become due
12 Upon the occurrence of any event of default specified ~n th~s Contract or upon term~nahco of the Term prior to the expiration date for this contract, regardless of reason,
Daum shall have the ophon to pursue any and all remedies that Daum then may have hereunder or at law or m edu~ty, including, without limitation, any one or more of the
following, in each case, without any further notice or demand whatsoever
a Immediate termlnahon of th~s Contract by nohce m wnhng to Adveffiser along w~th ~mmed~ate and s~multaneous removal or covering over of Advertisers posting and
Adverhser shall be liable to Daum for all reasonable cost Daum ~ncurs ~n relethng of Advertiser's D~splay, including, without I~mdahon, reasonable attorney's fees recurred in
connect~co with the relettmg and m connection w~th Advertiser's default hereunder Advertiser agrees to pay Daum on demand the amount of all Ices and damagos that Daum
may suffer by reason of such termination, and payment shall be due w~th~n thirty (30) days of whiten nohce from Daum Upon termlnat~co of th~s Contract for any reason,
Advertiser shall hold Daum harmless to the extent permitted by law, and forever defend Daum against any prosecuhon or any claim for damages made against Daum by
reason of such terra,hartco
b Remove posting on the b~llboard
c Replace posting on the billboard
2 Relocation If for any reason the D~sptay's Iccapen descnbed on th~s Contract cannot be maintained, Daum may, exercising Its sole reasonable judgment, choose the best
available alternative location for the D~splay Any relooahoe of the D~splay necessitated by a loss of location, due to state laws, local ordinances, rerouhng of highway or other
similar causes shall be at Daum s expense At Daum's ophon bllhng for the Display governing the penod during which relocahon ~s being accomphshed and the Display is not
m place shall abate, or Advertiser ~s to be ~ssued a credit after such penod ~n the amount of one hundred percent (100%) of the prorated monthly amount contracted to be paid
dunng such penod If the Display location ~s lost and Daum is unable to obtain a replacement location, Daum shall refund to Advertiser any amounts paid by Adverhser for the
unexpired term of this Contract but shall not be obligated to Advertiser for any other loss to Adverhser 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 Adverhser's expense
3 Malntanance Daum agrees to ma~ntan the D~splay in good condition throughout the Term of this Contract, ~ncludmg 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 D~splay or loss of ~lluminatlon shall not void the Contract nor shall Daum
be hable to Advertiser for any loss due to any such delay, damage or loss, beyond ~ts obl~gatlco to ~ssue credits In accordance with paragraph 2 of this Contract
4 Daroage If the D~splay ~s damaged to an extent which prevents the d~splay~ng of Adved~ser's message and the damage ~s more than 20% of the total surface area of the
D~splay, then Daum at its option may abate b~ll~ng for the penod dunng which message ~s damaged and Adverhser ~s to be ~ssued a credit after completion of repairs ~n the
amount of coo hundred percent (100%) of the apphcable prorated monthly amount pa~d dunng the penod damage cocurred If there ts a Ices of Illumination, Advertiser is to
be issued a credit after cessahon of the loss of ~llummahco in the amount of twenty pement (20%) of the applicable monthly rate prorated for the penod of such loss except that
if any governmental authonty or utility restncts or ehmmates ~llummahon, the following terms shall govern the amount, If any, of the credit
a In the case of governmental or utihty achons resulhng m reduction or total ellmlnapen of illumlnatico, Advertiser shall be enhtled to a credit of twenty pement (20%) of the
apphcable monthly rate prorated for the penod of non or reduced illumination
Daum ~s not responsible except as prowded heroin, for any delay or failure ~n the performance of any of its obligations under this Contract
5 Ownership It is understood that the D~splay, wnyls, postings, and all equipment and appurtenances associated w~th 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 Advedlser Daum retains the exclusive nght to paint and place copy
on and provide all maintenance for the D~splay Neither Adverhser nor anyooe Advertiser has h~red or subcontracted with shall enter onto the billboard w~thout pnor consent of
Daum which consent shall not be unreasonably w~thheld by Daum
6 Repairs Any costs associated w~th add~hons, corrections repenting, or poshng of the Display requested by Advertiser occurnng after the Start Date and such repents
repairs or posting are not prowded 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 pedod when the Display is being repalnted or the copy is changed
7 Insurance Daum agrees to carry at ~t's own cost and expense adequate pubhc hablllty insurance covenng all such contlngenclos so long as th~s Contract shall remain In
effect Advertiser agrees to indemnify to the extent allowed by apphcable law and hold Daum harmless including any reasonable legal fees, damages costs or demands
regarding any and all claims ansmg from Adverbser's neghgent or wlffiul conduct Daum reserves the right to reasonably reject or remove any copy which, in its opinion,
before or after placing the D~splay ~n service ~s objectionable or In any way m~ght adversely affect the integrity of the outdoor advertising industry as well as the professional
reputation and goodwill of Daum regardless of any commitment here~n or otherwise
8 Condemnation In the event that any law ~s enacted or regulahon ~s adopted or promulgated which prohibits the erection or maintenance of the D~splay or in the event of
the Imposition on Daum of any taxes or I~oense fees which ~ncrease Daum's costs to perform ~ts obligations under this Contract, Daum shall have the ngffi, at its option, e~ther
to cancel this Contract upon thirty(30) days advance wntten nohce, or adjusl ~ts terms In the event any legal action is taken or threatened to be taken by any governmental
autbedty pursuant to law, to condemn the ground location for the D~splay or otherwise take such Display, Daum shall have the right, at its option, either to cancel this Contract
or to reduce ~ts Term, and to make a voluntary sale of sad Display to any such governmental authordy and Advertiser shall not be enhtled to any proceeds from such sale
Daum w~ll not be hable to Adverhser for any such cancellahon or term roduct~on except to return to Advertiser any amounts paid by Adverhser for the unexpired term of this
Contract or Daum may relocate D~splay accerdmg to paragraph 2 of th~s Contract
9 Salef'rrauefer This Contract may not be altered, changed or amended, except by instrument m wnhng s~gned bY both parties hereto The terms, prowsicos, covenants,
and condihons ccota~ned ~n th~s Contract shall apply to and ~nure to the benefd of, and be binding upon the parties*hereto and upon their respechve successors in interest,
assigns, and legal representahves, except as othenN~se hereto expressly provided Should any assignee of the Advertiser breach any term of ffi~s Contract, upon such breach,
Daum shall be enhtled to ~nvoke any of the remedies ~denhfled hereto w~thout further not,ce against e~ther the Advertiser or the Assignee or both, as Daum may choose
~10 Acceptance Tbs Contract shall not obhgate Daum in any way until ~t ~s accepted and signed by an executive officer of Daum It is understood that this Contract
constitutes the eohre Contract and understanding between the parties hereto and supersedes all prior representahons, understandings and agreements relahng to the subject
matter hereof
The part,es to th~s Contract hereby agree that the Contract shall be governed by and construed ~n accordance w~th the laws of the State of Texas
Th~s Contract is to be signed by each of the part~es hereto ~n duphcate, and ~t ~s agreed and stipulated that e~ther of the two originals or copies of th~s Contract may be admitted
into evidence in any litigation relating to the enforcement of th~s Contract
a) The invalidity, m whole or in pad, of any provision of this Contract shall not affect the vahd~ty or enforceab~hty of any other of ~ts 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 rehnqu~shment of Daum's
nght to such performance of such term or terms, and Adverhser's obhgat~on with respect thereto shall continue ~n full rome and effect