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<br />Advertising Revenues arising out of dasher board advertising shall not be less than forty-percent
<br />(40%) of gross revenues from such advertising. With respect to all other proposed advertising at
<br />the Facility, Facility's share of Net Advertising Revenue shall not be less than forty-percent (40%)
<br />of gross revenues from such advertising, unless SVA, prior to entering into a particular advertising
<br />contract, notifies the Facility that it believes that increased production or other costs associated
<br />with such advertising will make it unreasonable for the City's share of Net Advertising Revenue to
<br />be at least forty percent (40%) of the gross revenues from such advertising. In such event, SVA
<br />shall propose a reasonable lower percentage of the gross revenues to be the minimum amount of
<br />the Facility's share of the Net Advertising Revenues from such advertising, and, if the Facility's
<br />Recreation Commissioner agrees to the lower percentage proposed by SVA, then SVA may
<br />contract with such advertiser.
<br />SVA shall provide quarterly reports to the Facility showing Gross and Net Advertising Revenues
<br />and a detailed listing of all Advertisements provided. The quarterly reports shall also show all
<br />outstanding balances from advertisers that were extended credit terms.
<br />Inspection of Books and Records
<br />During the term of this agreement, SVA shall keep at its usual place of business, complete,
<br />accurate and proper books and records containing documentation necessary to substantiate
<br />payments made or due. Upon Facility's reasonable request, SVA shall produce records for
<br />inspection by an authorized representative of Facility to be reviewed at reasonable times during
<br />SVA's normal business hours. _
<br />Warranties and Disclaimer
<br />Each party hereby represents and warrants that it is capable of performing the obligations
<br />hereunder; and it has the full right, power, and authority to enter into and perform this Agreement;
<br />and the performance of its obligations hereunder will not breach any other contract by which it is
<br />bound; and the performance of its obligations hereunder will not violate any applicable laws or
<br />regulations.
<br />Term
<br />The term of this Agreement shall commence on the Effective Date and shall continue until
<br />terminated by either party pursuant to the following guidelines;
<br />Either party may terminate the Agreement by giving written notice no earlier than one (1) year after
<br />the Effective Date. Termination will be effective thirty (30) days after the date on which written
<br />notice is given, to the other party.
<br />Trademarks & Copyrights
<br />Facility warrants that it has the right to use applicable trademarks, logos, pictures, slogans, and any
<br />other supplied data and or images, and grants SVA the right to use such trademarks logos,
<br />pictures, slogans, and any other supplied data and or images, in connection with SVA's advertising
<br />services and promotion thereof. Facility grants SVA and its client advertisers the non-exclusive,
<br />royalty free right to display Facility's trademarks, logos, pictures, slogans, and any other supplied
<br />data and or images in advertising and promotional material for stated term and beyond. SVA shEill
<br />display Facility's trademarks, logos, pictures, slogans, and any other supplied data and or images
<br />in good taste, in a manner that preserves their value as Facility's trademarks, logos, pictures,
<br />slogans, and any other supplied data and or images, and in accordance with any standards
<br />provided by Facility for their display. Any rights or purported rights in Facility's trademarks, logos,
<br />pictures, slogans, and any other supplied data and or images acquired through SVA's use belong
<br />solely to Facility.
<br />SVA shall indemnify Facility against any and all claims for damages, etc. that arise out of SVA's
<br />procurement, production, installation, and/or any other use of any commercial ads at Facility that
<br />employ trademarks, logos, pictures, slogans, and any other supplied data and or images in
<br />advertising and promotional material of any third-parties. SVA shall maintain liability insurance in
<br />an amount of no less #han one million dollars ($1,000,000) to fund this indemnification obligatiori.
<br />Right to Refuse Advertising
<br />SVA does not accept advertising from companies that produce or provide alcohol, tobacco, or
<br />pornographic products or services. SVA shall have complete discretion to define such companies.
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