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Contract 2018-77J MAJOR O 1 8 P L A Y NAME & ADDRESS OF AGENT: ADDRESS OF LEASE SITE: CONTACT / LEASE: City Of Clermont Hancock Park Date: 09/19/18 685 W. Montrose St. 3301 Hancock Rd Lease #: Clermont FI 34711 Clermont, FL 34711 Sales Person: Megan Voeller 800-260-1067 This Lease Agreement is entered into by Major Display, Inc. Hereinatler referred to as the "lessee" and City Of Clermont, hereinafter referred to as the "Leaeor". A. Lessor owns and operates a baseball field facility at Hancock Park located at 3301 Hancock Rd. Clermont FL 34711 ("Sports Fields"). B. Lessee and Lessor are desirous of entering into an agreement whereby, in exchange for Lessee's exclusive right to solicit, install and maintain advertising space on the Sports Field scoreboards, as described in this Agreement, the Lessee shall revenue share sponsor advertising proceeds in accordance with the terms and conditions set forth herein NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and considerations in the Agreement and below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lessee and Lessor agree as follows 1. RECITALS: The above recitals are incorporated herein and made a material pan hereof 2. TERMS: This agreement shall take effect upon the date that it is last executed by the Lessee or Lessor and will continue for one (1) year thereafter, whereupon it shall automatically expire, unless renewed by the Lessor as provided herein. Any expiration or termination of this agreement, including any renewal term, shall continue to remain in full tome and effect for the purposes of any warranty or guaranty period applicable to any services provided by the Lessee. Lessor, at its sole option shall, upon written notice to Lessee, have the right to renew this agreement for four (4) additional one (1) year terms. Issue expressly agrees that the revenue share shall remain in effect and constant throughout the entirety of any and all renewal periods. 3. TERMINATION: Lessor may terminate this agreement for cause at anytime and may also terminate without cause upon thirty (30) days written notice to Lessee. 4. MANAGEMENT: Lessee retains the sole rights to solicit, install, and maintain advertising, for the described space, and or sell the space to another source for the purpose of filing the advertising space. 5. REVENUE COLLECTION: Lessee has the sole responsibility of collecting and managing all revenues from advertising space described herein and distribution of any and all revenue shares.. Lessee shall permit Lessor to inspect all records related to the sale of advertisement space on the Scoreboard within thirty (30) days after Lessor's written request. 6. REVENUE SHARE: Lessee agrees to begin to pay 400/6 revenue share of all revenue collected from described advertising space. These payments shall be distributed to the Lessor quarterly from the date of 131 Franklin Plaza, Franklin NC 28734 8W-260-1067 . malordisplay.cum "The Smarter Way To Keep Score" IN -MAJOR the execution of this agreement and shall be calculated from actually cash payments received by the Lessee from advertisers. 7. EDITORIAL RIGHT: Lessor has editorial right to review and approve each advertiser to he displayed on described space, and Lessee Is responsible to provide artwork proof for Lessors' approval prior to installation of display. Lessee shall comply with all applicable Lessor policies regarding advertisements and hereby explicitly acknowledges that no advertisement shall include alcohol, tobacco, or pornographic images. 8. DEFAULT AND REMEDIES: (a) In the event that Lessee fails to pay any revenue sharing amounts due hereunder, and such failure continues for a period of filmen (15) days after written notice to Lessee, or in the event Lessee fails to comply with any obligation of Lessee herein contained and such failure continues for a period of thirty (30) days after written notice to Lessee, the Lessm shall be entitled to exercise any or all of the following remedies: (i) To cause the Term to end on a date designated in such notice, which date may not be less than thirty (30) days after the date of such notice; or (it) To seek an appropriate legal or equitable remedy from a court of competent jurisdiction. (b) The following shall constitute "Lessor Defaults" hereunder: (i) If the Lessor shall fail to comply with any of its material obligations under this Agreement, which failure shall continue for a period of thirty (30) days after notice thereof to Lessor from Lessee; provided, however, if such failure is not reasonably tumble within thirty (30) days, Lessor shall be afforded a reasonable period of time to cure or remedy such failure so long as Lessor in good faith is attempting, at all reasonable times during such period, to cure such failure. Upon the occurrence of Lessor's Default, Lessee shall have the right to any one or more of the following remedies: (1) to terminate this Agreement, and/or (2) to seek an appropriate legal or equitable remedy from a court of competent jurisdiction. 9. ASSIGNMENT: Neither party shall transfer or assign its rights or obligations under this Agreement without the other party's prior written consent. 10. MORALS CLAUSE: If Lessee or any of its officers, directors, or board members commits any act which, in the reasonable and good faith opinion of the other party, would disparage or impair the reputation and integrity of the Lessor (including, without limitation, being convicted of any felony or a crime involving moral turpitude, ethical violations or my other act of mom] turpitude), the Lessor shall have the right to terminate this Agreement upon thirty (30) days written notice. 11. INSURANCE AND INDEMNIFICTION RIDER: (a) Worker's Como ation Insurance - The Lessee shall take out and maintain during the life of this Agreement Worker's Compensation Insurance for all his employees connected with the work of this Project and, in case any work is sublet, the Lessee shall require the subLessee similarly to provide Worker's Compensation Insurance for all of the Tatters employees unless such employees are covered by the protection afforded by the Lessee. Such insurance shall comply with the Florida Worker's Compensation Law. In case any class of employees engaged in hazardous work under this Agreement at 131 Franklin Plaza. Franklin NC 28734 800-260-1067 ww.vmaprtlisplay com "The Smarter Way To Keep Score" H MAJOR {" O 1 B P IL A Y the site of the Project is not protected under the Worker's Compensation statute, the Lessee shall provide adequate insurance, satisfactory to the Lasor, for the protection of employees not otherwise protected. (i) Per the statutory limits of the State of Florida ($100,000 each accident and $100,00 each employee with $500,000 policy limit for disease). (b) 1 Public Liability and Property Domme Insurance - The Lessee shall take out and maintain during the life of this Agreement Comprehensive General Liability and Comprehensive Automobile Liability Insurance as shall protect it from claims for damage for personal injury, including accidental death, as well as claims for property damages which may arise from operating under this Agreement whether such operations are by itself or by anyone directly or indirectly employed by it, and the amount of such insurance shall be minimum limits as follows: (i) General Liability with limits of liability $500,000 per occurrence for bodily injury properly damage to include Premises/ Operations; Products, Completed Operations and Contractual Liability. (ii) Automobile Liability Coverages, $500,000 each occurrence — owned/non- owned/hired automobiles included. (c) Indemnification Rider (1) To cover to the fullest extent permitted by law, the Lessee shall indemnify and hold hamrlas the Lessor and its agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from the performance of the Work, provided that any such claim, damage, loss or expense (1) is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself) , and (2) is caused in whole or in pan by any negligent ad or omission of the Lessee, any subLesmc, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, regardless of whether or not it is caused in pan by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or otherwise reduce any other right to obligation of indemnity which would otherwise exist as to any party or person described in this Article. (ii) In any and all claims against the Lessor or any of its agents or employees by any employee of the Lessee, any subLessee, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, the indemnification obligations under this Paragraph shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Law or any subLamc under workers' or workmen's compensation acts, disability benefit acts or other employee benefit acts. (iii) The Lessee hereby acknowledges receipt of ten dollars and other good and valuable consideration from the CITY for the indemnification provided herein. The City of Clermont must be named as an Additional Insured with regards to Crenersl Liability policies; and it must be stated on the certificate. 12. PUBLIC RECORDS: Lame expressly understands records associated with this agreement are public records and agrees to comply with Florida's Public Records law, to include: (a) Keep and maintain public records that ordinarily and necessarily would be required by the CITY in order to perform the services contemplated herein. 131 Franklin Plaza. Franklin NC 26734 800-260-1067 www maiordisplay cons "The Smarter Way To Keep Score" MAJOR O 1 S P L A Y ro - - (b) Provide the public with access to public records on the same terms and conditions that the CITY would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the CITY all public records in possession of CONTRACTOR upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. CONTRACTOR shall use reasonable efforts to provide all records stored electronically must be provided to the CITY in a format that is compatible with the information technology systems of the CITY. (e) IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DITTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT CITY CLERK'S OFFICE, (352) 241-7331. 11. MISCELLANEOUS PROVISIONS: (a) Notices. All notices, offers, consents or other communications required or permitted to be given pursuant to this Agreement shall be in writing and addressed to the address of the intended recipients at the following addresses: To the Lessor: The City of Clermont 685 W. Maritime St. Clermont, FL 34711 ATTENTION: Scott Davidoff To Lessee: Major Display, Inc 131 Franklin Plaza Franklin NC 28734 ATTENTION: Glen Whitmka Either party may change its address by giving notice in writing stating its new address to the other parry. Notices given hereunder will be deemed received when delivered by personal delivery or overnight delivery service, and notices by mail will be presumed delivered on the third (3d) day after mailing. (b) Relationship. Neither party hereto shall be or become the agent of the other parry for any purpose in connection herewith. Lessee shall not be liable for the Lessor's acts or omissions. Lessor shall not be liable for the Lessee's acts or omissions. This is not a franchise agreement and does not create a partnership orjoint venture. Nothing herein contained shall be construed to give Lessee any control over or responsibility for operation of the Baseball Field. (c) Non -Waiver. No delay or omission of any party to exercise rights or powers under this Agreement shall impair any such right or power or shall be construed to be a waiver of any default or acquiescence therein. No waiver of any default shall be construed, taken, or held to be a waiver of any other default, or waiver, acquiescence in, or consent to any further or succeeding default of the same nature. 131 Franklin Plaza. Franklin NC 28734 800-260 1067 w majoraisplay com "The Smarter Way To Keep Score" W MAJOR {� O I S P L A Y (d) Attomevs Fees. In the event that either party is required to commence any legal proceedings to enforce the provisions hereof or to seek any other legal redress, the prevailing party shall be entitled to recover its reasonable attomeys' fees incurred in connection herewith. (e) Entire Agreement. This Agreement contains the entire understanding between the panics and supersedes any prior understandings and written or oral agreements between them respecting this subject matter. There are no representations, agreements, arrangements, or understandings, oral or written, between the parties relating to the subject matter of this Agreement that are not fully expressed in the Agreement. (f) Reasonableness. Wherever either party to this Agreement is required to approve or consent to or be satisfied as to any matter, such party agrees that such approval, consent or satisfaction shall not unreasonably be withheld or delayed. (g) Choice of Laws. This Agreement shall be interpreted under the laws of the State of Florida. Any actions concerning interpretation or enforcement of this Agreement shall be brought in the local Judicial Circuit of Florida. (h) Authority to Execute Agreement. Lessor represents and warrants that he/she has the authority to execute and deliver this lease and that this lease does not violate or cause a default under any deed of trust, mortgage, other lease, or any other instrument. THIS AGREEMENT CONTAINS ALL OF THE TERMS AND CONDITIONS BETWEEN THE PARTIES HERETO AND IS SUBJECT TO ACCEPTANCE BY THE AGENT AT ITS OFFICE. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first written above. WITNESSES: Customeq blic corporate body existing n/� u der titution and the laws of State Signature: A/Lbie�l 9rn�" am•By: . Print Ne: bgbTfc m • IYwi%IG 1 Date: a 6 , 2018. 131 Franklin Plaza. Franklin NC 28734 600-260�1067 w majordeplay.com "The Smarter Way To Keep Score"