25A - AGMT - OUTDOOR ADVERTISING

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Agreement for such commencement of operations, and shall have appropriate insurance, maintenance, and indemnification provisions and appropriate reporting and audit provisions consistent with Article 7 below. (b) All Vision's reasonable Direct Expenses incurred in connection with the Sign, including reasonable amounts owed to sales agents for procurement of advertising media, out -of- pocket expenses paid to third parties for maintenance and repair of the Sign which, under generally accepted accounting principles consistently applied, are not required to be capitalized and amortized, costs of electricity and telecommunications services serving the Sign, costs of insurance for the Sign equipment, costs of electrical and telecommunications services for the Sign, and costs of obtaining and maintaining Operating Permits and other governmental approvals, but excluding costs that must be capitalized and depreciated under generally accepted accounting principles, will be reimbursed out of Site Agreement Development Revenues for the Sign before sharing of net Site Agreement Development Revenues (the amount so reimbursed, "Site Agreement Direct Expense Reimbursement "). (c) All Vision's Costs of Construction and Maintenance of the Sign that must be capitalized and depreciated under generally accepted accounting principles, including all actual out -of- pocket costs paid to third parties for design, construction, bonds or other security, and payment of claims arising out of construction, and including maintenance and repair costs that fall within that accounting category, will be amortized in equal monthly installments over a period of five years (the "Reimbursement Period "), beginning with the calendar month in which the Sign is first put into service for the display of commercial advertising, and, as so amortized, will be reimbursed out of Site Agreement Development Revenues for the Sign before sharing of net Site Agreement Development Revenues (the amount so reimbursed, "Site Agreement Capital Expenditure Reimbursement "). (d) All Vision shall prepare any and all applications for permits and approvals required for any Operating Permits necessary for each proposed City Property Sign in the name of the City, and shall obtain all construction and other permits and approvals required for the construction of the Sign. All Vision will be entitled to terminate the Site Agreement if any required governmental approvals cannot be obtained. (e) All Vision will be responsible for the construction, operation and maintenance of the City Property Sign, including the sign operation activities of sales agents engaged by All Vision. All Vision will be required to keep the City Property Sign in good and safe condition, to repair promptly any malfunctioning or damaged component of the City Property Sign, to replace digital screen components when they reach the end of their useful lives, and to obtain property insurance to insure the City Property Sign against damage. All Vision's out of pocket costs of those services and insurance will constitute Direct Expenses and be reimbursed In accordance with the provisions of the Site Agreement. (f) Until the capital expenditures described above have been fully reimbursed to All Vision, All Vision will own the assets acquired or constructed with those costs (which will not be deemed to be fixtures or accessions to the real or personal property of the City), and after that reimbursement has been paid, those assets will at the City's option be transferred to the City. (g) If the Sign has one or more City Digital Faces, All Vision will be required to pay the City the greater of (1) an annual minimum fee in the amount of $50,000 per City Digital Face (that is, $100,000 for a Sign with two City Digital Faces) during the Reimbursement Period and $100,000 per City Digital Face (that is, $200,000 for a Sign with two City Digital Faces) for each year of the term of the Site 8 25A -12