CM-2018-1953 - 12/5/2018= DIGITAL SIGNAGE
LEASE AGREEMENT
This Agreement is made on 1 , by and between City of Round Rock, Texas
(hereinafter called "LESSOR") and Optica Ventures, LLC (d/b/a ESPOT.io) (hereinafter
called "LESSEE").
1. PREMISES. LESSOR does hereby lease and demise to LESSEE space for advertising
purposes in a portion of the real property located at
2400 Chisholm Trait, Round Rock, TX 78681 in location(s) mutually agreeable
to the parties in the section (s) ("Sections") of the property at such location and with digital
screens located in Section listed in this agreement (such designated area hereinafter being
called the "Premises").
(5) screens in mutually agreeable locations
2. TERM. The term of this Lease shall be ONE (1) year(s) beginning on
and ending on
12/1/2019
12/1/2018
subject to the conditions of Paragraph 9 hereof.
3. RENTAL. The total rental payable during the term shall be U.S. Dollars ( #3,000.00
Payments shall be made in twelve (12) equal monthly installments of $250 per month due
on the fifteenth (15th) day of each month.
(a) First lease payment to be made on 1/15/2019
(b) Final lease payment be made on 12/15/2019
4. RENEWAL OPTION. LESSEE shall have the right to renew this Lease for an additional
one (1) year term upon the same terms and conditions contained herein except for rental
which shall be negotiated and agreed upon no less than thirty (30) days prior to the
expiration of the original term. Failure of the parties to agree on a mutually acceptable rental
shall result in the renewal option automatically terminating.
5. USE. The Property is leased for the sole purpose of construction, operations and
maintenance of indoor advertising display(s). LESSEE is herewith, subject to the conditions
contained herein, the sole and exclusive right to display digital advertising copy on the
Premises unless otherwise specified in this lease agreement. The LESSEE shall have the
right to erect, place and maintain advertising digital sign structures and equipment therefor
on the demised premises to post, paint, illuminate and maintain advertisements on such
structures. All structures, equipment and materials placed upon the said Premises by the
LESSEE shall always remain the property of, and may be removed by the LESSEE at any
time prior to or within a reasonable time after the expiration of the term hereof or any
extension hereof, provided LESSEE shall first give LESSOR no less than one business day
prior notice of LESSEE's intention to service, maintain, erect, replace or remove any sign
structure, equipment or other property placed upon the Premises by LESSEE.
6. CONSTRUCTION & INSTALLATION. Construction of the indoor digital advertising
structures shall be comprised exclusively of a one or more digital displays including a wall
mount or shelf. LESSOR gives LESEE permission to mount or place the digital signage in
the LESSORS's facility_ All construction shall be performed by LESSEE or LESSEE's
agents, act LESSEE's sole cost and expense, in strict conformity with all applicable federal,
state and local laws, rules and regulations. LESSOR agrees to provide wireless Internet
access and suitable power to plugin and power the digital signage,
7. RELOCATION OF DIGITAL SIGNAGE. In the event the Premises on which an indoor
advertising structure is located is sold, leased, improved or developed so as to necessitate
the relocation of the outdoor advertising structure, LESSOR agrees, at LESSOR's sole
expense, to relocate said indoor advertising structure to a reasonable location of like value
and exposure.
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8. SUBLEASING. LESSEE shall have the right to sublease the Premises under the terms
and conditions contained herein. In the event of such subleasing, LESSEE shall remain fully
liable for all obligations under this Lease Agreement, such subleasing having no effect on
LESSEE's obligations hereunder.
9. TERMINATION. LESSEE shall have the right to cancel this Lease upon fifteen (15) days
prior written notice to LESSOR if any of the following occur:
(a) LESSEE's signs or structures on the Premises are or become entirely or
substantially obscured or destroyed through no fault of LESSEE and LESSEE
chooses not to repair said signs, LESSEE to make such determination within fifteen
(b) days after the event causing the destruction or obscuration; failure to make such
determination shall be deemed a waiver by LESSEE of such right to cancel;
(c) The Premises are or become unsafe for maintenance of LESSEE's signs or
structures, through no fault, act or omission of LESSEE;
(d) A permanent diversion of change of traffic occurs along the street or streets
adjacent to, or leading past the Premises;
(e) LESSEE is prevented by an present or future law, regulation or ordinance from
constructing or maintaining such signs on the Premises.
(f) LESSEE has determined, at its sole discretion that it is no longer financially viable
to operate in the LEESOR's facility.
10. LESSOR'S COVENANTS. LESSOR covenants to LESSEE that:
(a) It has the authority to make this Lease;
(b) It will not permit any other Digital Signage to be erected on the Premises;
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(c) It will not permit any shrubs, trees, vines, buildings, or other signs or Digital
Signage to be planted or erected on the Premises which would obstruct or materially
impair the visibility of LESSEE's structure(s).
11. LESSEE'S COVENANTS. LESSEE covenants to LESSOR that it will:
(a) Promptly pay rental as due pursuant to this Lease and abide by all of its terms
and conditions;
(b) Keep all signs, structures, Digital Signage, equipment and related property
placed on the Premises by LESSEE in good repair;
(c) Not place in or on nor bring in or on to the Premises, any hazardous substance
as such term is defined under state or federal law (whichever definition being more
expansive).
12. LESSOR'S ADVERTISER SALES COMMISSION. In the event that LESSOR refers an
Advertiser to LESSEE and the Advertiser becomes an active and paid Advertiser LESSEE
shall pay LEESOR a commission of 50% of the gross sale of the Advertiser. On all other
advertising that LESSEE prospects and sells to the LESSOR's facility, the LESSEE shall
pay LESSOR a commission of 5%. In Payment shall be made on the 15th of the following
month.
13. MISCELLANEOUS. This Agreement shall be binding on the respective successors, and
to the extent assignable on the assigns or nominees of the parties hereto. Any notice
required or permitted to be delivered hereunder shall be deemed received when sent by
United States mail, postage prepaid, certified mail, return receipt requested, addressed to
LESSOR or LESSEE, as the case may be, at the addresses set forth at the beginning of this
Agreement or, in the alternative, via hand delivery or any recognized overnight delivery
service. This Agreement shall be governed by and construed in accordance with the laws of
the State of Texas. This Agreement constitutes the complete, final and exclusive agreement
S r 00 r Optica Ventures, LLG I www.espot.io 118 Shipyard Drive, 2A, Hingham, MA 02340
of the parties hereto and supersedes any prior understandings or written or oral agreements
between the parties in connection with this subject matter. The Agreement and the terms
and conditions herein may not be modified except by a writing and signed by all parties
hereto. LESSOR may freely assign, hypothecate, transfer and convey any or all of its rights,
privileges, duties and obligations hereunder. LESSEE shall not assign any of its rights,
privileges, duties or obligations hereunder however, LESSEE may sublease the Premises
provided it is in strict conformity with Paragraph 9 above. This Agreement may be executed
in counterparts with each copy having the full force and effect as if one agreement were
executed. This Agreement may be executed via facsimile with the same force and effect as
if one agreement were executed concurrently by all parties in person.
LESSEE:
By: Brian Fitzgibbons i COO, Optica Ventures LLC (d/b/a @SPOT TV)
DATE: 11/6/18
,, r `0 Optica Ventures, LLC I www.espot.io 118 Shipyard Drive, 2A, Hingham, MA 02340
City of Round Rock
R(T RACK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Digital Signage Lease Agreement with Optica
Ventures, LLC for the leasing of space at the Round Rock Sports Center for
advertising purposes.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 11/30/2018
Dept Director: Chad McKenzie
Cost:
Indexes:
Attachments: Updated LAF - ESPOT Agreement for RRSC (00412979xA08F8), Update
ESPOT Agreement for RRSC (00412980xA08F8)
Department: Sports Management and Tourism
Text of Legislative File CM -2098-1953
The digital signage will be on the screens in mutually agreeable locations in the Sports Center.
The term for this lease agreement will begin on 1211118 and end on 1211119 with monthly rental
installments of $250 to total $3,000 for the year. There is no cost to us and we will receive
commission on ad sales.
Source of Funds: HOT Funds
CFfy of Hound Rock Page 1 Printed on 11/292018