Right-of-Way Encroachment License Agreement - Four (4) Digital Kiosks in ROW – KRG Eddy Street Land III

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4.Revenue Sharing; Right of Inspection. In consideration of the City permitting the Licensee to install the Encroachment in the City R/W, the Licensee agrees to provide the City with fifty percent (50%) of all net revenues generated from advertisements of products and services from the Encroachment. No revenue sharing shall be required during the first year of the Agreement; but rather shall commence within thirty days (30) after the one year anniversary of the first advertisement in the Encroachment and continue throughout the term of the Agreement. Such payments shall be made on an annual basis and shall be sent to the attention of the contact listed in Section 15 of this Agreement. Licensee affirms that it has not/will not enter into advertisement agreements designed to front-load net revenues during year one of this Agreement. The Licensee shall maintain books, records, documents and other evidence, consistent with its normal accounting procedures and practices, sufficient to reflect the perfo1mance of its obligations reasonably and accurately under this Agreement, and the payment of its Revenue Share obligation. Upon request the Licensee shall provide the City with access to Licensee's records, with reasonable notice and during regular business hours, to confam compliance with the Revenue Sharing requirement. 5.City Event Advertising. Licensee agrees to allow the City to advertise City events and programs free of charge during the term of this Agreement. The licensee will allow a reasonable number of City events and programs to be promoted at each of the four (4) digital kiosks and agree to prominent placement and timing of the advertising during the day. The design and creation of content for the City related advertisements shall be the responsibility of the City. Licensee shall have the right to approve City content, which content shall not be umeasonably withheld. 6.Term, Safety Concern, Termination, and Restoration. This Agreement and the License granted to Licensee hereunder shall commence as of the Effective Date and shall continue for an initial te1m of three (3) years from the Effective Date. The Parties agree to review and re-evaluate the Agreement a minimum of ninety (90) days prior to the initial expiration date and may by mutual written agreement extend the term of the Agreement for successive three (3) year tenns. Safety Concern Notice. Upon receipt of notice from the City of a safety concern claim ("Safety Concern Claim") from the City, Licensee shall immediately cease advertising on the affected kiosk(s) during the City's investigation. Termination by City. The City may te1minate this Agreement, in whole or part, by providing the Licensee with a written notice of partial or full te1mination ("Partial or Full Termination Notice"). A Partial Termination shall only apply to the specific kiosk signs indicated in the Notice. Upon receipt of a Partial or Full Tennination Notice, the Licensee shall remove the affected kiosk sign(s), at no cost to the City, within sixty (60) working days of receipt of the notice; and restore the City right of way to the same or better condition that existed 2