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Home My WebLink AboutANGELS BASEBALL - 2005 AGREEMENT TERMINATION Please complete this form when the attached agreement is no longer in effect. Return form to the Sr. Deputy Clerk of the Council (M-30). Ca11647-5238 if you have any questions. ----------------n-~n-----------~-~~-~--Q-Q---,Q-~--------------------------- The agreement with ^""n^0 ~Q;cGE%W.LC~• oS `~ > No• ~O~~SJ o~3 was completed on 3~l ~ ~O S , and~final payment has been made. Department: J'O~L,ry l C E Signature: ~ LL/ Date: ~/l7/oS City of Santa Ana Revised 8-7-03 Clerk of the Council N-2005-013 COpy A. ANGELS BASEBALL SPONSORSHIP AGREEMENT No. 109969 The following are the terms of the agreement (the "Agreement") between Angels Baseball LP, a California limited partnership ("ABLP") and SANTA ANA POLICE DEPT ("Sponsor"). I. Term. This Agreement shall commence on February 2, 2005 and shall continue through March 3, 2005, unless sooner terminated as provided in the Standard Terms and Conditions to Sponsorship Agreement (the "Standard Terms") attached hereto (the "Term"). 2. Sponsorship Elements. Sponsor hereby agrees to purchase, and ABLP hereby agrees to reserve and provide to Sponsor, the following advertising, marketing and promotional elements (collectively, the "Sponsorship Elements"). Catego_ry Inventory Description Qty Amount 1. Exterior Big 'A' Messages Text only message on Big A board facing southbound on 57 freeway. Message rotates with up to 6 lines of text each with 12 characters. Message to be displayed for a period of 30 days from February 2. 2005 30 $3.000.00 3. License Fee. In consideration for the Sponsorship Elements purchased by Sponsor hereunder, Sponsor shall pay ABLP the net license fee in the amount of three thousand ($3,000) dollars (the "License Fee") during the Term payable in one (I) installment(s) of three thousand($3,000) dollars, due and payable on receipt. All payments hereunder shall be deemed to include all applicable taxes, duties and charges. Any and all production costs to provide artwork and install sign are to be paid for by Santa Ana Police Department under separate invoice. 4. Art. Art, or other production. must be approved by Sponsor and delivered to ABLP on or before fifteen days prior to the commencement date of this contract. Failure to deliver Sponsor approved art within this time period shall not defer liability hereunder. 5. Failure to Perform. Upon acceptance of this Agreement ABLP will reserve all applicable elements as identified above. Accordingly, any non-use of any reserved element by Sponsor will not defer any portion of Sponsor's liability hereunder. 6. Notices. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed given if: (i) delivered personally to an officer of the party to be notified; (iiJ sent by facsimile transmission to the facsimile number set forth below: or (iii) sent by overnight courier or United States registered or certified mail, postage prepaid, return receipt requested, to the address set forth below, or other addresses or facsimile numbers as designated by either party by written notice to the other as provided herein: Sponsor initials: ~ ABLP initials: If to Sponsor; SANTA ANA POLICE DEPT 60 Civic Center Plaza Human Resources Section P.O. Box 1981 Santa Ana, Ca 92702 Attention; Michael Fuller Fax; If to ABLP; Angels Baseball LP 2000 Gene Autry Way Anaheim, CA 92806 Attention; Director, Corporate Sales Fax; 714-940-2202 7. The attached Standard Terms are incorporated as part of this Agreement, and Sponsor acknowledges that Sponsor has reviewed the Standard Terms and agrees to be bound by the provisions thereof. ABLP reserves the right to modify the Standard Terms on thirty (30) days written notice to Sponsor. 8. This Agreement shall be non-cancelable. 9. This contract or any supplement hereto shall not be valid or effective unless and until approved by an officer of ABLP Sponsor initials: _ ABLP initials: STANDARD TERMS AND CONDITIONS TO SPONSORSHIP AGREEMENT The following sets forth the Standard Terms and Conditions to the Sponsorship Agreement (the "Main Agreement") between ABLP and Sponsor. Capitalized terms used herein not otherwise defined shall have the same meaning as the Main Agreement. The Main Agreement and these Standard Terms and Conditions are collectively referred to as the "Agreement." A. License Fee. In the event that some or all of the License Fee is payable by an agent or affiliate of Sponsor, Sponsor shall remain responsible for ensuring timely payment of the License Fee to ABLP and in the event that Sponsor's agent or affiliate fails to timely pay its applicable portion of the License Fee, ABLP, in addition to its legal rights and remedies. shall require full payment from Sponsor and Sponsor's failure to make fuB payment shall be deemed a breach of this Agreement in accordance with Paragraph K of these Standard Terms and Conditions. B. Non-Exclusive Rie:hts. No rights of exclusivity are granted to Sponsor by this Agreement. Nothing in this Agreement shall limit in any manner ABLP's rights to sell advertising marketing or promotional rights of any kind to any other person or entity for any product or service, whether or not competitive with Sponsor. C. Third Partv Rights. Sponsor acknowledges that: (I) ABLP has no control over the promotional and sponsorship activities of Major League Baseball ("MLB"), the American or National Leagues of Professional Baseball Clubs (the "AL" and "NL" respectively) and players, managers and/or coaches (collectively, "Personnel"); (2) MLB, the AL or NL and/or Personnel may engage in promotional or sponsorship activities involving any person or entity (whether or not competitive with Sponsor); (3) ABLP has no authority to limit or prohibit the activities described in subparagraphs (I) and (2) above even where such activities take place at the stadium facility located in Anaheim, California, known as Angels Stadium of Anaheim (the "Facility") (e.g., all-star game, playoff games, games televised pursuant to national broadcast agreements, etc.); and (4) Sponsor's rights under this Agreement are at all times subject to any promotional licensing arrangement or agreement entered into by MLB and/or Major League Baseball Properties. D. Protection of Commercial Relationshios. Sponsor acknowledges that, insofar as ABLP maintains a variety of independent commercial relationships, ABLP shall have the unilateral right (in its sole discretion) to reject advertising based on product/service category exclusivity, the incompatibility or competitive nature of the advertising, the tenor and object of the advertising, or the promotion of a product or service which does not constitute a Sponsor product or service. E. Promotional Rights of ABLP. ABLP and its Affiliates shall have the right to photograph, take motion pictures and sound recordings of, televise, make miniatures of or otherwise reproduce for any purpose in any manner or through any media now known or hereafter devised, the Facility, or any parts thereof throughout the universe in perpetuity (including the right to use Sponsor's name and/or logos so long as it is not the principal focus of such use) and all of the benefits and revenues obtained there from shall be the sole and exclusivity property of ABLP and its Affiliates. Except as set forth in the immediately preceding sentence, ABLP shall have no right under this Agreement to use the Trademarks of Sponsor as ABLP's own property. For purposes of this Agreement, the term "Affiliate" shall mean a person or entity that controls, is controlled by or is under common control with the entity or person with which the term is used. F. Trademarks. Except as provided in the Main Agreement, ABLP does not grant Sponsor any rights to use any Trademarks of the Anaheim Angels. Any Trademarks of the Anaheim Angels used by Sponsor hereunder (with ABLP's prior written approval) shall be and remain the property of ABLP, and any and all rights therein shall inure to the benefit of and be the exclusive property of ABLP. Sponsor's right to use Trademarks of the Anaheim Angels shall be nonassignable and nontransferable and shall be for the Term only. Any Trademarks of Sponsor used in any advertisements produced pursuant to this Agreement shall be and remain the property of Sponsor, and any and all rights therein shall inure to the benefit of and be the exclusive property of Sponsor. ABLP's right to use Trademarks of Sponsor shall be nonassignable and nontransferable and shall be for the Term only. Sponsor is responsible for providing all advertising content for use hereunder unless otherwise provided in the Main Agreement. Except as expressly provided herein, neither party shall have the right to use in any way the corporate or trade name, trademark(s), service mark(s), logo(s) or other identification of the other party (or its Affiliate) without the other party's prior written consent. G. Indemnification bv Soonsor. Sponsor shall defend. indemnify and hold ABLP, its Affiliates and the officers, directors, partners, agents and employees of each, harmless from and against any and all claims, suits, damages, losses, liabilities, obligations, tines, penalties, costs and expenses (whether based on tort, breach of contract, product liability, patent or copyright or trademark infringement or otherwise), including reasonable legal fees and expenses, of whatever kind or nature (collectively, "Claims"), arising out of or based on: (I) Sponsor's breach or default under this Agreement; (2) the use of Sponsor's Trademarks; (3) any Claims, including but not limited to Claims based on defamation, invasion of privacy, infringement of copyright, trademark or license, unfair or improper trade practices or other wrongful business conduct, violation of Federal Trade Commission rules and analogous state agencies, by reason of the broadcast, telecast or publication of the advertisements furnished by Sponsor; (4) any applicable sales or other taxes due from or on behalf of Sponsor on any sums paid by Sponsor (excluding only income taxes payable to ABLP on such sums) regardless of whether such taxes must be collected by ABLP on behalf of the taxing authority and regardless of whether Sponsor shaH challenge the assessment or amount of such taxes: (5) the manner, use, sale or offering of any of Sponsor service or product pursuant to a consumer promotion approved by ABLP hereunder; and/or (6) any negligent or willful act or omission or violation of any contractual arrangement of Sponsor or its Affiliates, or the officers, directors, partners, agents or employees of each, in connection with its or their performance relating to this Agreement. The provisions of this Paragraph G shall survive the expiration or sooner termination of this Agreement. H. Indemnification bv ABLP. ABLP shall defend, indemnify and hold Sponsor, its Aftiliates and the officers, directors, partners, agents and employees of each, harmless from and against any Claim arising out of or based on: (1) ABLP's breach or default under this Agrcement; (2) the use of ABLP's Trademarks in the manner approved by ABLP: and (3) any negligent or willful act or omission or violation of any contractual arrangement of ABLP or its Aftiliates, or the ofticers, directors, partners, agents or employees of each, in connection with its or their #692947/2 Page 4 performance relating to this Agreement. The provisions of this Paragraph H shall survive the expiration or sooner termination of this Agreement. I. Conditions on Indemnification. The party to whom indemnification is owed (the "Indemnified Party") shall give notice to the party required to provide indemnification under this Agreement (the "Indemnifying Party") of any action or proceeding for which indemnification is sought and the Indemnifying Party (at its expense) shall assume the defense of any Claim (with counsel reasonably satisfactory to the Indemnified Party and with the Indemnified Party having the right (at its expense) to join in any such action or proceeding). The Indemnifying Party shall not consent to a settlement or entry of any judgment, award or order that (1) could affect the intellectual property rights or other business interests of the Indemnified Party or (2) does not include an unconditional release (including release under California Civil Code Section 1542 or other analogous law) from all liability with respect to such claim or litigation. 1. Termination bv ABLP. Without prejudice to any other right or remedy available to ABLP at la\v or in equity and in addition to ABLP's rights under Paragraphs Land N below, ABLP may terminate this Agreement if: (1) Sponsor conducts any promotion or uses any marketing, advertising or other promotional material containing any Trademarks of ABLP or its Affiliates in a manner not expressly approved by ABLP in writing in advance; (2) Sponsor shall fail to perform any material term of this Agreement and such failure shall continue uncured for a period ten (10) days after written notice thereof from ABLP (or, if such cure cannot reasonably be accomplished within such 10.day period, Sponsor shall not in good faith have commenced such cure within such 1O.day period and shall not thereafter proceed diligently to completion); (3) Sponsor's corporate or trade name of principal line of trade or business shall no longer be the same as upon execution of this Agreement; (4) any purported assignment or transfer of Sponsor's rights or obligations hereunder shall be made or deemed to be made that is in violation of this Agreement; (5) ABLP determines that, as the result of any occurrence or change of circumstances involving Sponsor, the continued association with Sponsor as provided for hereunder would have an adverse impact on the name, image, reputation, goodwill or proprietary rights of ABLP or its Aftiliates; (6) in any single transaction or series of related transactions, Sponsor consolidates with or merges with or into any other person or transfer (by lease, assignment, sale or otherwise) all or substantially all of its properties and assets to another person or group of affiliated persons, unless such person is a wholly.owned subsidiary of Sponsor or Sponsor's parent company (a "Sponsor Affiliate") on the date hereof; and/or (7) Sponsor experiences a change of control to the effect that any person or group of persons (other than a Sponsor Aftiliate) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Securities exchange Act of 1934, as amended) of securities of Sponsor or any person which directly or indirectly controls Sponsor (or other securities convertible into such securities) representing 50% or more of the combined voting power of all outstanding securities of such party entitled to vote in the election of directors. Notwithstanding the foregoing, in the event that a breach of this Agreement, then ABLP shall have the right to terminate this Agreement without any notice to Sponsor or opportunity on Sponsor's part to cure such violation. If ABLP terminates this Agreement pursuant to this Paragraph J or Paragraph L below, then ABLP shall, without prejudice to any other right or remedy available to it, be entitled to retain any and all sums paid by Sponsor hereunder. K. Termination bv Soonsor. Without prejudice to any other right or remedy available to Sponsor at law or in equity and in addition to Sponsor's rights under Paragraph L below, Sponsor may terminate this Agreement if ABLP shall fail to perform any material agreement, term, covenant or condition to be performed by ABLP pursuant to this Agreement and such material failure shall continue uncured for a period of thirty (30) days after written notice thereof from Sponsor (or, if such cure cannot reasonably be accomplished within such 30.day period, ABLP shall not in good faith have commenced such cure within such 30.day period and shall not thereafter proceed diligently to completion). If Sponsor terminates this Agreement pursuant to this Paragraph K or Paragraph L below, then Sponsor shall, without prejudice to any other right or remedy available to it, be entitled to a reimbursement from ABLP of the unearned portion of any annual License Fee paid by Sponsor to ABLP for the year in which such termination occurs (prorated as of the effective date of termination). L. Other Termination Grounds. Without prejudice to any other right or remedy available to either party at law or in equity and in addition to the provisions of Paragraphs J and K above and Paragraph N below, this Agreement may be terminated by either party if the other party, or any parent of such other party, shall: (I) have an order for relief entered with respect to it, commence a voluntary case or have an involuntary case filed against it under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect (and such order or case is not stayed, withdrawn or settled within 60 days thereafter) (it is the intent of the parties hereto that the provisions of Section 365(e)(2)(A) of Title 11 of the United States Code, as amended, or any successor statute thereto, be applicable to this Agreement); (2) file for reorganization, become insolvent or have a receiver or other officer having similar po\vers over it appointed for its affairs in any court of competent jurisdiction, whether or not with its consent (unless dismissed, bonded or discharged within 60 days thereafter); and/or (3) admit in writing its inability to pay its debts as such debts become due. M. Confidentialitv. Except as otherwise required by law or the regulations of any securities exchange, ABLP and Sponsor agree not to disclose "Confidential Information" (as hereinafter defined) to any third party other than to their respective directors, officers, employees, partners and agents (and directors, officers, employees, partners and agents of their respective Affiliates) and advisors (induding legal, financial and accounting advisors) (collectively, "Representatives"), as needed. "ConfLdential Information" shall include all non-public, confidential or proprietary information that ABLP or its Representatives make available to Sponsor or its Representatives or that Sponsor or its Representatives make available to ABLP or its Representatives in connection with this Agreement, induding, but not be limited to, the specific terms and conditions of this Agreement as well as information related to the past, present and future plans, ideas, business, strategies, sales figures or projections, marketing programs and other non.public information relating to either party. The provisions of this Paragraph M will survive the expiration or sooner termination of this Agreement for a period of three (3) years. N. Subservience to MLB. Notwithstanding any other provisions of this Agreement: 1. This Agreement and the rights, exclusivities and protections granted by ABLP to Sponsor hereunder shall, at the request of the Office of the Commissioner of Baseball, be subject to its review and prior written approval, and shall in all respects be subordinate to, and shall not prevent the issuance, entering into, or amendment of, any of the following, each as may be issued, entered into or amended from time to time (collectively, the "MLB Documents"): (i) any present or future agreements or arrangements regarding the telecast, broadcast, recording (audio or visual), or other transmission or retransmission (including, but not limited to, transmission via the Internet or any other medium of interactive communication, now known or hereafter developed) of Major League Baseball games, and/or the accounts and descriptions thereof, entered into with third parties by any of the Office of the Commissioner of Baseball, the American and National Leagues of Professional Baseball Clubs, Major League Baseball Enterprises, Inc., Major League Baseball Properties, Inc., Major League Baseball Properties Canada Inc., Baseball Television, Inc., MLB Advanced Media, L.P., MLB Advanced Media, Inc. ("MLBAM"), MLB Media Holdings, Inc., MLB Media Holdings, L.P., MLB Online Services, Inc., and/or any of their respective present or future affiliates, assigns or successors (collectively, the "MLB Entities"), either on its own behalf or on behalf of the Major League Baseball Clubs and/or other MLB Entities; (ii) any other present or future agreements or arrangements entered into with third parties by, or on behalf of, any of the MLB Entities, including, without limitation, those relating to ticketing, e-commerce, and/or the exploitation of intellectual property rights in any medium, including the Internet or any other medium of interactive communication; (iii) any present or future agreements or arrangements entered into by ABLP with the other Major League Baseball Clubs and/or one or more of the MLB Entities (including, without limitation, the Major League Constitution, the American and National League Constitutions, the Professional Baseball Agreement, the Major League Rules, the Interactive Media Rights Agreement, and each agency agreement and operating guidelines among the Major League Baseball Clubs and an MLB Entity); and (iv) the applicable rules, regulations, policies, bulletins or directives issued or adopted either by the Commissioner or otherwise pursuant to the Major League Constitution or any such agency agreement. 2. The territory within which Sponsor is granted rights hereunder cannot extend beyond the Home Television Territory of ABLP, as established and amended from time to time pursuant to the MLB Documents. Nothing herein shall be construed as conferring on Sponsor rights in areas outside of ABLP's Home Television Territory. 3. ABLP shall have the right, at no cost or liability to it or any other club or MLB Entity, to terminate this Agreement at any time Sponsor breaches its obligations under Paragraph I or 2 above. The right to terminate shall be exercisable by delivering written notice to Sponsor within 30 days after ABLP obtains actual knowledge that such breach or retransmission has occurred and the effective date of such termination shall be no more than 30 days after the date such notice is given, as specified by ABLP in such notice. 4. Any right or obligation in this Agreement involving "Interactive Media," must be approved in writing by MLBAM prior to ABLP's execution of this Agreement. For purposes of this provision, "Interactive Media" shall mean (i) the Internet or any other on-line system or computer network; (ii) any interactive wireless service, including any interactive microwave or cellular service; (iii) any interactive satellite service; (iv) any interactive broadcast television, broadcast radio or cable television service; and (v) any other medium of interactive communication now known or hereafter devised. 5. Without limiting the generality of the foregoing, Sponsor acknowledges and agrees that: (a) various Facility signage and other advertising (including but not limited to Dorna boards and scoreboard signs) may be subject to blackout or preemption in connection with national television broadcasts or MLB "jewel" events such as All-Star Game exhibition and playoff and World Series games; and (b) Sponsor shall not be entitled to any consideration, refund or other relief in the event of such blackout or preemption. O. Sponsor Eauioment. Nothing herein shall obligate ABLP or its Affiliates to design, create, construct, set up, remove, tcar down or store any equipment, tools, or other property of Sponsor (e.g., kiosks, canopies, tents, temporary structures, booths, etc.) (collectively, "Sponsor Equipment"). In the event that ABLP or its Affiliates agree to design, create, construct, set up, remove, tear down and/or store any Sponsor Equipment, Sponsor hereby releases ABLP and its Affiliates of and from any and all claims, causes of action, damages, liabilities or expenses arising out of design, creation, construction, set up, removal, tear down and/or storage of the Sponsor Equipment. P. Miscellaneous. 1. Sponsor may not assign or transfer this Agreement or any interest herein (including, but not limited to, rights and duties of performance), nor shall the same be assignable by operation of law, without the prior written consent of ABLP. ABLP may assign or transfer this Agreement (or a portion thereof) to a third party in ABLP's sole discretion. 2. Each party hereto represents that: (i) the execution, delivery and performance of this Agreement has been duly and validly authorized by all necessary corporate or partnership action, as applicable; (ii) this Agreement constitutes the legally valid and binding obligation of such party; and (iii) the execution, delivery and performance of this Agreement will not violate or constitute a breach or default under any other agreement by which it is bound. Each of the parties hereto acknowledges and agrees that, except as expressly set forth herein, neither party has made, and neither party is relying on, any representation or warranty, express or implied, with respect to the subject matter hereof. The representations and warranties contained herein shall survive the execution and delivery of this Agreement. 3. This Agreement shall be subject to, and the parties hereto agree to comply with, all applicable federal, state, municipal and local laws and regulations now or hereafter in effect. 4. The performance by either party hereto of its respective nonmonetary obligations under this Agreement shall be excused during the period of time that such performance is delayed or prevented in whole or in part by acts of God, fire, floods, storms, explosions, accidents, epidemics, war, civil disorder, strikes or other labor difficulties, or any law, rule, regulation, order or other action adopted or taken by any federal, state or local government authority. or any other cause not reasonably within such party's control, whether or not specifically mentioned herein. 5. Neither the failure to insist upon strict performance of any of the agreements, terms, covenants or conditions hereof, nor the acceptance of monies due hereunder with knowledge of a breach of this Agreement, shall be deemed a waiver of any rights or remedies that either party hereto may havc or a wai ver of any subsequent breach or default in any of such agreements, terms, covenants or conditions. No delay or omission in the exercise of any right, power or remedy accruing to any party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of any future exercise of any right, power or remedy. 6. The provisions contained herein constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and no statement or inducement with respect to the subject matter hereof by either party hereto or by any agent or representative of either party hercto which is not contained in this Agreement shall be valid or binding among the parties. The parties hereto are independent contractors, and nothing in this Agreement shall be deemed or construed to create, or have been intended to create, a partnership, joint venture, employment or agency relationship between the parties hereto. Each party hereto shall execute any and all further documents or instruments and take all necessary action that either party hereto may deem reasonably necessary to carry out the proper purposes of this Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. 7. This Agreement has been fully reviC\ved and negotiated by the parties hereto and their respective legal counsel. Accordingly, in interpreting this Agreement, no weight shall be placed upon which party hereto or its counsel drafted the provision being interpreted. Wherever this Agreement provides for one party hereto to provide approval or consent, such approval or consent shall, except as may otherwise be specified herein, be given in such party's sole judgment and discretion. S. If any term or provision of this Agreement shall be found to be void or contrary to law or unenforceable, such term or provision shall, but only to the extent necessary to bring this Agreement within the requirements of law, be deemed to be severable from thc other terms and provisions hereof, and the rqnainder of this Agreement shall be given effect as if the parties had not included the severed term herein. 9. All arrearages in the payment of any sums due to either party hereto under the provisions of this Agreement shall bear interest from the date due until paid at the lesser of (i) one percent (1 %) per month and (ii) the highest rate of interest then allowable pursuant to applicable law. 10. Each party to this Agreement represents that it is a sophisticated commercial party capable of understanding all of the terms of this Agreement, that it has had an opportunity to review this Agreement with its counsel, and that it enters this Agreement with full knowledge of the terms of this Agreement. 11. In the event that Sponsor receives season seats under this Agreement, the season seats shall entitle Sponsor to admission only to Angels regular season games and not to any other events at the Facility such as concerts, football games, Angels playoff games, etc. 12. Unless otherwise set forth in the Main Agreement, Sponsor shall be responsible for all costs (including but not limited to creative, design, production, installation, maintenance, repair, changes, revisions and removal) with respect to any signage purchased by Sponsor under this Agreement. 13. ABLP reserves the right to eliminate existing static signage in the Facility and replace such static signage with electronic, LED or other similar signage (collectively, "Electronic Signage"). ABLP further reserves the right to relocate existing static signage within the Facility. As and to the extent that Sponsor has licensed static signage in the Facility under this Agreement (the "Sponsor Signage"), then in the event ABLP converts such static signage into Electronic Signage or relocates such static signage within the Facility, the provisions of Paragraphs P.13(a) or P.13(b). as applicable, shall control: a) In the event that ABLP relocates the Sponsor Signage to another location or locations within the Facility, Sponsor shall be entitled (as determined by ABLP and as Sponsor's sole and exclusive remedy) to: (i) a pro rata credit for a diminution in the value of the Sponsor Signage following such relocation (all as calculated in accordance with ABLP's rate card in effect as of the date of this Agreement); (ii) additional signage or other exposure within the Facility, which additional signage or exposure shall have a value equal to the diminution in the value of the Sponsor Signage following such relocation (all as calculated in accordance with ABLP's then~current rate card); or (iii) a combination of subparagraphs (i) and (ii) above. b) In the event that ABLP eliminates the Sponsor Signage and replaces such Sponsor Signage with Electronic Signage, Sponsor shall be entitled (as determined by ABLP and as Sponsor's sole and exclusive remedy) to: (i) a pro rata credit for the elimination of the Sponsor Signage (as calculated in accordance with ABLP's rate card in effect as of the date of this Agreement) or (ii) exposure on the Electronic Signage in a value equal to the value of the Sponsor Signage for the balance of the term to which Sponsor is entitled to such Sponsor Signage under this Agreement (all as calculated in accordance with ABLP's then~current rate card); or (iii) a combination of subparagraphs (i) and (ii) above. . .. IN WITNESS WHEREOF, the parties, through thew duly authorized representatives, have executed this Agreement as of the date first written above. Its: Accepted by: Its: LP CITY OF SANTA AN DAVID N. RE/'~M City Manager . iu ANTES/T: _ ~J PATRICIA E. HEALY Clerk of the Council APPROVED AS TO FORM: t PH W.FLETCHER City Attorney <E~"',`.`~ ]' '~_ APPROVAL PAUL M. WALTERS Chief of Police JC ~ MT ~_