25F - AGMT - OUTDOOR ADVERTISING SRVS

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(b) In the course of the preparation, evaluation, and discussion of the Strategic Plan, and whenever otherwise appropriate in connection with All Vision's services under this Agreement, All Vision shall meet with all City personnel, regulatory agencies, and other stakeholders, including the California Department of Transportation and the Orange County Transportation Authority. The City shall act reasonably in considering, reviewing and approving the proposed Strategic Plan. If the City does not approve the Strategic Plan in its entirety, the parties shall cooperate reasonably to attempt to modify the Strategic Plan so as to gain City's approval. All Vision may revise and resubmit any proposed Strategic Plan to the City for approval.. 3.2 City's Documents and information. City shall make reasonable efforts to, promptly upon request, provide All Vision any and all records and documents which All Vision reasonably requests of the City as necessary or appropriate for All Vision's preparation of the Strategic Plan, except for documents and information that Applicable Law prohibits the City from disclosing, or which is privileged, including attorney - client communications and attorney work product. All Vision and City shall work cooperatively to ensure that All Vision and City's representatives are available for meetings to discuss the proposed Strategic Plan. 3.3 Restriction Period for Prospective Sign Locations Proposed by All Vision. Except for Signs installed pursuant to a Site Agreement, during the Term, the City shall not install, maintain or operate, and shall not permit any third party to install, maintain or operate, any new revenue - generating billboard or other revenue - generating advertising sign of any kind at any location on City Property that is identified as a prospective City Sign Location in the final Strategic Plan or any draft of the Strategic Plan submitted by All Vision under this Agreement. The foregoing restriction is not to be construed to prohibit the City from approving requests for building, sign or other permits in its ministerial capacity for outdoor advertising signage on privately owned property that will not result in any payment of revenue sharing or recurring fees to the City. 3.4 Access to Property. On condition that All Vision complies with the requirements of this Section 3.4 and any other material provisions of this Agreement pertaining to its activities on City Property, All Vision is granted the right to have access to City Sign Locations and prospective City Sign Locations for purposes of performing the activities contemplated by this Agreement subject to All Vision providing written communication to the City at least two business days in advance to coordinate access to City Property to avoid conflict between the City's operations and All Vision's services and to make any necessary arrangements for on -site safety measures. 3.5 Separate Compensation — Transit Oriented Advertising Program. If the City adopts a transit oriented advertising program and enters into a contract with a sales agent or other vendor for the implementation of that program that is negotiated with All Vision's assistance, the City shall pay All Vision 30% of the positive amount, if any, by which transit oriented advertising revenue exceeds $95.00 per month for each existing City transit shelter used to display advertising in each year during the five year period beginning on, and including, the date the City first receives revenue from the implementation of the transit oriented advertising program. The City shall pay the amount owed each year within 60 days after the end of the applicable calendaryear. 5 25F -9