2750 Sibley Memorial Hwy - SI97061 -Public Service & Community Messaging Agreement•
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PUBLIC SERVICE AND COMMUNITY MESSAGING AGREEMENT
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THIS AGREEMENT is dated AAMA o /✓ , 2010 ( "Effective Date"), by
and between Clear Channel Outdoor, Inc., a Delaware corporation, ( "the Company ") and the
City of Eagan, a Minnesota municipal corporation ( "the City "), and together collectively referred
to as the "Parties."
WHEREAS, the Company desires to have a dynamic display sign within the City
pursuant to Eagan City Code Section 11.70, Subd. 28 (K)(4)(B); and
WHEREAS, the Company has obtained and complied with all permit requirements for
having a dynamic display sign with the City; and
WHEREAS, the City desires to use up to 5 hours of advertising per month on the
dynamic display sign pursuant to the terms set forth below.
NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions
hereinafter set forth, the Company and the City intending to be legally bound hereby agree as
follows:
1. Allowed Signs. The Company shall be allowed to have within the City the
enhanced dynamic display sign(s) as listed in Exhibit A, (the "Sign ") The Company shall
comply with all permit and zoning requirements not otherwise addressed in this Agreement.
2. Required Announcements. The Company agrees to reserve up to 5 hours (2250
eight- second spots) per month per for community and public service messages on the Sign The
City shall be solely responsible for the design and development of the message. The City will
provide the Company reasonable advance notice for any message it desires to be displayed. The
City may delegate to another governmental entity a portion of the time for community and public
service announcements, but such delegation shall not make the delegate a beneficiary of this
paragraph or otherwise entitle that entity to bring an action to enforce this paragraph. Such
enforcement rights shall at all times remain with the City.
3. Timing of Announcements. The Company shall deliver the community and
public service messages for the City during the same time periods and in the same manner as its
paid advertisers would be displayed. The community and public service messages shall be
displayed as eight - second spots delivered throughout a 24 -hour period of time. The community
and public service messages shall be incorporated into one of the 8 or 9 rotation segments and
shall be displayed every 64 or 72 seconds, or at a similar rotation that correlates with a paid
advertiser's schedule. The community and public service messages shall be distributed
throughout a 24 -hour period and shall not be relegated to the midnight to 6:00 a.m. frame as the
only time of delivery.
4. Unused Announcement Time. Display time not used by the City in any month
will be forfeited, and will not carry into another calendar month.
5. Breach. If the Company fails to provide the community and public service
messages as required by this Agreement, the City may, in its discretion, require the Company to
limit the rotation of messages displayed on the Sign by requiring a period of not less than twenty
minutes between any change or movement of any image or message displayed on the Sign, until
such time as the Company provides the community and public service messages outlined in this
Agreement.
6. Limitation of Liability. Neither Party shall be liable to the other Party for any
special, incidental, indirect, punitive or consequential damages, whether foreseeable or not,
arising out of, or in connection with the other Party's: (i) failure to perform its respective
obligations pursuant to this Agreement; or (ii) breach of its respective representations pursuant to
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this Agreement, including, but not limited to, loss of profits or revenue (whether arising out of
transmission interruptions or problems, any interruption or degradation of service or otherwise),
cost of capital, or claims of customers, in each case whether occasioned by any construction,
reconstruction, relocation, repair or maintenance performed by, or failed to be performed by, the
other Party or any other cause whatsoever, including breach of contract, breach of warranty,
negligence, or strict liability, all claims with respect to which such special, incidental, indirect,
punitive or consequential damages are hereby specifically waived.
7. Force Majeure. Neither Party shall be in default under this Agreement if and
to the extent that any failure or delay in such Party's performance of one or more of its
obligations hereunder is caused by any of the following conditions, and such Party's performance
of such obligation or obligations shall be excused and extended for and during the period of any
such delay: act of God; fire; flood; wars, insurrections and/or any other cause beyond the
reasonable control of the Party whose performance is affected. The Party claiming relief under
this Article shall notify the other in writing of the existence of the event relied on and the
cessation or termination of said event.
8. Alteration in Writing. This Agreement supersedes any and all prior
understandings and agreements, whether written or oral, between the parties with respect to the
subject matter of this Agreement. No alteration or variation of this Agreement shall be valid
unless made in writing and signed by the Company and the City.
9. Termination. This Agreement shall continue until the Company, or its assigns,
no longer operates the Sign in a manner that allows public service messaging or in the event that
Company sells the Sign. In the event the Company terminates operation of the Sign, it shall
provide the City with at least ninety days notice prior to such termination in a manner that allows
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for public service messaging. Should the Sign remain in existence following the Company's
termination of operations, the rotation of messages displayed on the Sign shall be limited to a
period of not less than twenty minutes between any change or movement of any image or
message displayed on the Sign or such other time intervals as allowed under Eagan City Code.
10. Assignment. In the event that Company sells or transfers the Sign to another
entity, this Agreement shall remain in effect only if the transferee provides written
acknowledgement to the City prior to the transfer that it agrees to be bound by the terms of this
Agreement. Should the Sign remain in existence after a transferee fails to provide the above
written acknowledgement, the rotation of messages displayed on the Sign shall be limited to a
period of not less than twenty minutes between any change or movement of any image or
message displayed on the Sign or such other time intervals as allowed under Eagan City Code.
11. Notice. Any notice required hereunder shall be in writing and shall be addressed
as follows:
The Company:
with a copy to:
Thomas McCarver
Clear Channel Outdoor, Inc.
3225 Spring St. NE
Minneapolis, MN 55413
Marvin A. Liszt
Bernick, Lifson, Greenstein, Greene & Liszt, P.A.
5500 Wayzata Blvd., Ste. 1200
Minneapolis, MN 55416
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The City:
with a copy to:
City of Eagan
Tom Hedges, City Administrator
Tom Garrison, Communications Director
3830 Pilot Knob Road
Eagan, MN 55122
Michael G. Dougherty, City Attorney
Severson, Sheldon, Dougherty & Molenda, P.A.
7300 West 147th Street, Suite 600
Apple Valley, MN. 55124
or to such other address as a Party may indicate in a written notice to the other. All notices and
communications given under this Agreement shall be deemed to have been duly given and
received: (i) upon personal delivery, or (ii) as of the third business day after mailing by United
States mail, postage prepaid, addressed as set forth above, or (iii) the immediately succeeding
business day after deposit (for next day delivery) with Federal Express or other similar overnight
courier system, or (iv) 24 hours after facsimile transmittal with confirmation of receipt and
followed by personal delivery, United States mail, or overnight delivery as specified in this
Paragraph.
12. Minnesota Law to Govern. This Agreement shall be governed by and construed
in accordance with the substantive and procedural laws of the State of Minnesota excluding its
conflict of law rules. All proceedings related to this Agreement shall be venued in the State of
Minnesota.
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year first above written.
THE COMPANY:
Clear Channel
By:
Title: `; ` P
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and
tdoor,
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THE CITY:
City of E
By:
By:
Mike Magu
Its: Mayor
Maria Petersen
Its: Clerk
Exhibit A
List of Enhanced Dynamic Display Sign(s)
• Easterly Sign Profile -2750 Sibley Memorial Hwy -
Eagan City Code off - premise sign No. 2
Lat /Long: 44.86062° N 93.17548 °W
USNG: 15T VK 86135 67481