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1. SCOPE OF SERVICES During the Term of this Agreement, Company shall perform the tasks and obligations necessary to install, on mutually agreed sites, new digital billboards along freeways and digital banners throughout the City (each an "Advertising Site"), including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in the Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. TERM & COMMENCEMENT The Agreement shall commence on the Effective Date and continue for a period of twenty-five (25) years (the "Term"), unless terminated earlier in accordance with Section 18, with the option for the City to grant a one (1) ten (10) year renewal (the "Renewal Term"), provided that Company has paid the City at least $50,000,000 in Revenue Share (as defined in Section 4 below) over the Term of the Agreement. The Renewal Term must be exercised in writing by the City Manager and the City Attorney. 3. LICENSE The City hereby grants to Company an exclusive license for the right to install, construct, maintain, and operate digital billboards and digital banners at Advertising Sites beginning on the Effective Date, for the performance of the Scope of Services, upon the terms and conditions set forth herein in this Agreement, subject to Company's performance of all of its obligations under this Agreement. This Agreement is intended and shall be construed only as a revocable license to use the properties and not as a lease or grant of any possessory or other interest. Each Advertising Site shall be further subject to a separate, written "Advertising Site License Agreement" between the Parties that is consistent with the terms of this Agreement (each, an "ASLA") and that may be approved by the City Manager or his or her designee. Company shall not use, and shall prohibit its Agents or Invitees from using, the Advertising Inventory other than performing the Scope of Services. The term "Agents" shall mean Company's officers, directors, members, agents, employees, invitees, subcontractors and any employees of such parties. The term "Invitees" shall mean Company's invitees, guests, customers, tenants, or business visitors. 4. COMPENSATION TO CITY Company shall pay the City the greater of the Revenue Share generated from the Advertising Inventory or the minimum annual guarantee ("MAG"). The "Revenue Share" is defined as 40% of the Net Advertising Revenue. Net Advertising Revenue shall be defined as gross revenue received from the sale of the Advertising Inventory less bad debt only (not to exceed 2% of gross revenue). MAG payments and a nonbinding forecast of revenue based on each Advertising Site to be developed is provided in Exhibit B, attached hereto and incorporated by reference. The MAG shall be increased by three percent (3%) annually. If at any time during the Term, Company and City agree to add additional Advertising Sites after the Effective Date, the Parties shall mutually agree on the MAG payments, bonus payments, and a forecast of revenue for each additional Advertising Site. Page 2 of 31