Miami Community Facilities Authority Packet (MCFA)

THE MIAMI COMMUNITY FACILITIES AUTHORITY (MCFA) MET IN REGULAR SESSION MARCH 13, 2019, AT THE MIAMI CIVIC CENTER COUNCIL CHAMBERS AT 5:15PM WITH THE FOLLOWING MEMBERS PRESENT: Jeff Hale, Chairman Dean Kruithof, Trust Manager Rudy Schultz, Trustee/Secretary/Treasurer Ben Loring, Trust Attorney (Absent) Mark Folks, Trustee/Vice Chairman Melissa Moore, City Clerk Dustin Grover, Trustee Stacey Satterwhite, Trustee Jeremy Hogan, Trustee The agenda for the meeting was posted in the main lobby and the north outside entryway of the Miami Civic Center at 2:25PM on March 12, 2019. THE TRUST MAY DISCUSS, CONSIDER, VOTE ON, AND/OR MAKE RECOMMENDATION TO THE CITY COUNCIL ON ANY ITEM LISTED IN THIS AGENDA: Call to Order Chairman Hale called the meeting to order at 5:17PM. Invocation Chairman Hale gave the invocation. Pledge of Allegiance Trustee Satterwhite led the pledge of allegiance. Approve Minutes: February 13, 2019 (Regular) Trustee Folks moved to approve the minutes as presented. Trustee Schultz made the second. The Trust was polled with the following results: Folks, Aye Schultz, Aye Satterwhite, Aye Hogan, Aye Grover, Aye Hale, Aye Chairman Hale declared the motion carried. Monthly Financial Report Mike Addington reported the outstanding billed revenue from Sodexo was received. The current outstanding billed revenue is one thousand five hundred sixty-nine dollars ($1,569) from 4 State Football LLC. Expenses include two (2) suite expenses from football season that were paid in February. The total cash available is one hundred fifty-three thousand one hundred forty-six dollars and sixty-eight cents ($153,146.68). No action taken. Proposal for Consideration for Hosting Juco Football Festival in 2020, 2021, and 2022 Zach Allen Head football Coach at NEO brought a proposal for a Junior College (Juco) Football Festival that would take place at the City of Miami Multi-Sport Complex/Red Robertson Field to kick off the season. Teams would be comprised of schools from Texas and Iowa. There would be three (3) games played in two (2) days during a weekend. This would take place in 2020, 2021, and 2022. Allen provided a very rough draft of the budget and potential schedule. Sponsorships will need to be found to assist in deferring the cost. The teams would be required to stay in Miami until the rooms are full, sign a three (3) year contract with a penalty clause, and possibly be required to sell tickets. There was discussion of possibly partnering with the National Junior College Athletic Association (NJCAA) to get media attention and possible national sponsorships. NEO A&M College is willing to take on the event if no one else will. The consensus of the Trust was for Zach Allen to move forward with contacting schools to save the date. Each entity, individually, will discuss what they can commit to the event, and the item will be discussed further at a future meeting. MCFA Page 1 of 3 March 13, 2019 No action taken. Contract Templates for Suite Leases, Scoreboard Panel Advertising, Play Clock Advertising, Banner Advertising, and Contract Renewal Letter Jill Fitzgibbon presented the final revised versions of the half and full suite lease agreements. Trustee Schultz moved to approve the revised suite lease agreements. Trustee Hogan made the second. The Trust was polled with the following results: Schultz, Aye Hogan, Aye Grover, Aye Satterwhite, Aye Folks, Aye Hale, Aye Chairman Hale declared the motion approved. The scoreboard panel quote to replace the panels are: large panel is one thousand nine hundred thirty-one dollars and eighty cents ($1,931.80) and small panel one thousand fifty-eight dollars and thirty-six cents ($1,058.36). The scoreboard and play clock advertising panels, and banner advertising currently contracted with a Trustee will need to go out for bid. All the terms and conditions will need to be stated in the bid notice. The Trust would like to see the bid language at the next meeting. The increase banner size will be 36” x 144” and will reduce the number of banners on each side of the field from ten (10) to seven (7). The cost is one hundred eighty dollars ($180) instead of the previous one hundred thirty-five dollars ($135). There was discussion about absorbing the cost of the new banners and panels. No further action taken. Daktronics Extended Service Agreement The current service agreement expires June 30, 2019. The proposed cost is a total of thirty thousand four hundred fifteen dollars ($30,415) for a three (3) year agreement either to be paid in full or ten thousand five hundred seventy dollars ($10,570) each year. Trustee Grover will reach out to Daktronics to see if there is a discount to pay in full and for allowing Daktronics to utilize NEO’s lift. No action taken. Marketing Contract With Choice Marketing/Stealth Graphics Trustee Schultz will contact Stealth Graphics to see if a representative could attend the mid-April Trust meeting and tour the facility. No action taken. Chairman and Trustee Community Announcements Trustee Hogan reported there will be two (2) bond issues on May 14th. One bond issue is a building project for the upper elementary, middle school and high school. The second bond issue will be for transportation. Miami Public Schools has seen great success in powerlifting, baseball, track, and soccer. Steve Grimes reported the Wardog banner hanging in the stadium was torn up and will be replaced. The entry gates will be fixed by Crossland Construction at no cost to the Trust. Eight-man football will be June 15th. Other New Business, if any, Which has Arisen Since the Posting of the Agenda and Could not Have Been Anticipated Prior to the Time of Posting (25 O.S. § 311(9)) None. Adjournment Trustee Satterwhite moved to adjourn. Trustee Folks made the second. The Trust was polled with the following results: MCFA Page 2 of 3 March 13, 2019 Satterwhite, Aye Folks, Aye Schultz, Aye Hogan, Aye Grover, Aye Hale, Aye Chairman Hale declared the meeting adjourned at 6:40PM. ________________________ _______________________ _______________________ Jeff Hale, Chairman Rudy Schultz, Treasurer/Secretary Jeremy Hogan, Trustee ________________________ _______________________ ATTEST: Mark Folks, Vice Chairman Dustin Grover, Trustee ________________________ ________________________ _______________________ Melissa Moore, City Clerk Stacey Satterwhite, Trustee Vacant MCFA Page 3 of 3 March 13, 2019 MIAMI COMMUNITY FACILITES AUTHORITY (MCFA) FISCAL YEAR THRU MARCH 31, 2019 Revenues: MCFA Funds as of Facility Lease FY 18/19: Original Budget Current Period FY 18/19 - MPS $50,000 July - Mar - 4 States Showdown $ 2,719 BEGINNING BALANCE AS OF 6/30/18 $ 119,815 $ 119,815 Suite Leases $20,000 Advertising $82,600 (Integris $6,750 collected FY 17/18) REVENUES $ 285,315 $ 156,990 ** Concessions $1,671.13 TRANSFERS IN $ - $ - Field Rental $ Total Revenues $ 285,315 $ 156,990 Misc. Facility Rental $ Revenue/Other $ EXPENDITURES $ 110,100 $ 128,251 **Outstanding Billed Revenues TRANSFERS OUT $ - $ - 4 States $1,569 ENCUMBRANCES OUTSTANDING OR DEBT RESERVES $ - $ - Total Expenditures $ 110,100 $ 128,251 Expenses: Suite Expenses $16,447.87 Net Revenues/(Expenditures) $ 295,030 $ 148,555 Dish Network $736.16 Mudville Broadcasting $10,900 ENDING BALANCE $ 295,030 $ 148,555 MHS Booster Club $11,800 NEO Booster Club $7,900 Allen Signs - Stad.Vinyl Sign $45 **FY 18/19 Billed Revenues Outstanding $ 1,569 Field Turf $ Legal Fees $ Repair & Choice Marketing $4,400 Sodexo $ Replacement Honors Plaza $70,471.31 MCFA Funds (Turf, etc.) Personnel Services $541.48 Beginning Bank Balance $ 45,976.20 $ 69,528.69 Elevator Repair $5,008.83 Revenues $ 165,892.44 Expenses $ (128,250.65) Total Paid $70,471.31 Ending Bank Balance $ 83,617.99 $ 69,528.69 (Original obligation $72,800) Total Available Cash $ 153,146.68 Melissa Moore From: Krista Duhon Sent: Friday, March 22, 2019 8:56 AM To: Jill Fitzgibbon; Ben Loring Cc: Dean Kruithof; Melissa Moore; N. Georgeann Roye Subject: RE: At Next MCFA Mtg on 3/27/19 - Bidding and Renewal of Docs for Scoreboard and Play Clock Panels Attachments: Scoreboard & Play Clock Agreement Bid 06012014 Pub Aff.pdf; Family Dental Associates - Scorbrd Panel Contr with Video $6,750 (S3) 07012014 - 06302019 - Email Bid 06042014 - Paymnt 06202014 Pub Aff.pdf; Satterwhite Agency Inc Play Clock Panel Contract ($3,000) 07012014 - 06302019.pdf; Conflict of Interest - Transactions Exempt.pdf Importance: High Jill, Here is where we are so far: …  This is language similar to what was used before in the public announcement. Ben has it for review and I am sending it to Georgeann as well – just in case Ben runs out of time. The soonest I can get it published is Friday, March 29th (If I have confirmation of minimum bid amounts before 11 a.m. Tuesday, March 26th.) Krista Duhon, Purchasing Agent for the Miami Community Facilities Authority (MCFA) will accept in‐formal bids until 12:00 Noon, CST, ___________, 2019, for scoreboard and play clock advertising at the Red Robertson Field. Dimensions for the top panel of the scoreboard are 6’ by 14’ and the minimum bid requirement is $15,000 per year for a period of 5 years. Dimensions for the side panel are 4’6” by 5’10” and the minimum bid is $6,750 per year for a contract period of 5 years. Dimensions for the play clocks (2 total) are 2’ by 4’ and the minimum bid is $3,000 per year for a contract period of 5 years per panel. Bids are in‐formal and can be delivered in person, faxed to 918‐540‐1947, or emailed to kduhon@miamiokla.net. A _______ percent renewal discount will be applied to highest bidders who meet the eligibility requirement. The eligibility requirement is the fulfillment of a previous scoreboard or play clock contract with the MCFA.  This is an INFORMAL competitive bid. There is no “bid language” – I will just collect bid responses (quotes) by fax or email. I suggest giving them 10 days to respond. (If we advertise on March 29th, response date would be noon on April 8th.)  I have provided the attorneys with the existing contracts for review. If I understood you correctly, there needs to be TWO separate contracts for each panel/play clock scenario. One should include language for the renewal 1  discount and one should reflect only the full price of the advertising. Is the MCFA adamantly opposed to one contract with options? The attachments to this email (for the benefit of Ben and Georgeann) include the existing contracts for Satterwhite and Family Dental, the last publication, and the statute addressing conflict for trustee members. Krista From: Jill Fitzgibbon Sent: Thursday, March 14, 2019 7:48 AM To: Ben Loring <Bloring@miamiokla.net>; Krista Duhon <kduhon@miamiokla.net> Cc: Dean Kruithof <dean@miamiokla.net>; Melissa Moore <MMoore@miamiokla.net> Subject: At Next MCFA Mtg on 3/27/19 ‐ Bidding and Renewal of Docs for Scoreboard and Play Clock Panels Ben/Krista, Here is what the MCFA discussed at last night’s meeting that they would like to see at their next meeting on 3/27/19. Dean/Melissa, please add or change anything I may have missed. The goal is to mail out renewal letters to all on April 1. They would like to discuss and review: 1. A timeframe for the bidding process – would like it done asap. 2. The public announcement language. 3. Your recommended language for the bid. 4. Should the bid doc have a minimum that is the renewal price or is there language Folks and Satterwhite should use to legally be able to take advantage of the renewal discount? 5. The bid winner’s contract language for the renewal discount. Thanks, Jill 2  Title 60. Property Oklahoma Statutes Citationized Title 60. Property Chapter 4 - Uses and Trusts Section 178.8 - Conflict of Interest - Transactions Exempt Cite as: O.S. §, __ __ A. Except with regard to residents of a facility for aged persons operated by a public trust, who are trustees of the public trust operating the facility and who comprise less than a majority of the trustees, a conflict of interest shall be deemed to exist in any contractual relationship in which a trustee of a public trust, or any for-profit firm or corporation in which such trustee or any member of his or her immediate family is an officer, partner, principal stockholder, shall directly or indirectly buy or sell goods or services to, or otherwise contract with such trust. Upon a showing thereof, such trustee shall be subject to removal and such contract shall be deemed unenforceable as against such trust unless the records of such trust shall reflect that such trustee fully and publicly disclosed all such interest or interests, and unless such contractual relationship shall have been secured by competitive bidding following a public invitation to bid. The following types of transactions are exempt from the aforementioned provisions of this section: 1. The making of any loan or advance of any funds to, or the purchase of any obligations issued by such public trust, in connection with the performance of any of its authorized purposes; 2. Any legal advertising required by law or indenture or determined necessary by the trustees of such public trust; 3. The performance by any bank, trust company or similar entity or any services as a depository; or 4. The sale of any public utility services to such public trust, in which the price of said services is regulated by law. It shall be the duty of each public trust to compile a list of all conflicts of interest for which its trustees have made disclosure. It shall also be the duty of each trust to compile a list of all dealings between its trustees and the trust which involve the exempted transactions listed above. Such lists shall be compiled semiannually for periods ending June 30 and December 31 of each year. Such lists shall be compiled on forms prescribed by the Oklahoma Tax Commission and shall be matters of public record. Copies of such lists shall be filed with the Secretary of State by September 1 and March 1 of each year. B. The provisions of this section shall be inapplicable to any public trust created and existing prior to July 1, 1988, if all bonds issued by such public trust are required to be issued under and pursuant to a single bond indenture by amendment or supplement thereto and if the instrument or will creating such public trust and the bond indenture under which such trust must issue all bonds shall have been held to be valid and binding agreements in an opinion of the Supreme Court of the State of Oklahoma; and nothing in this section shall impair or be deemed to impair the trust indenture, the bond indenture, or existing or future obligations of such public trust. Historical Data Laws 1977, HB 1278, c. 235, § 2, eff. December 1, 1977; Amended by Laws 1988, SB 537, c. 319, § 7, eff. November 1, 1988; Amended by Laws 1992, HB 2102, c. 371, § 7, emerg. eff. July 1, 1992. Citationizer© Summary of Documents Citing This Document Cite Name Level Oklahoma Attorney General's Opinions Cite Name Level 2003 OK AG 17, Question Submitted by: The Honorable Jeff A. McMahan, State Auditor and Inspector Discussed 2010 OK AG 1, Question Submitted by: The Honorable Lloyd L. Fields, Commissioner of Labor, Okla. Dept. of Labor Cited 1981 OK AG 109, Question Submitted by: The Honorable Paul Taliaferro, Oklahoma State Senate Cited 1982 OK AG 35, Question Submitted by: The Honorable Helen Arnold, Oklahoma House of Representatives Discussed at Length 1985 OK AG 109, Question Submitted by: The Honorable Al Terrill, Oklahoma State Senate Discussed at Length 1985 OK AG 138, Question Submitted by: The Honorable Wayne Winn, Oklahoma State Senate Discussed at Length 1999 OK AG 54, Question Submitted by: The Honorable Jack Bonny , State Representative, District 55 Discussed at Length Oklahoma Supreme Court Cases Cite Name Level 1981 OK 47, 629 P.2d 1244, State ex rel. Cartwright v. Oklahoma Industries Authority Cited 1983 OK 99, 672 P.2d 299, Tulsa Indus. Authority v. State Discussed at Length Citationizer: Table of Authority Cite Name Level None Found.  Advertising Contract Between Miami Community Facilities Authority And SATTERWHITE AGENCY INC. Miami Community Facilities Authority (also referred to as MCFA) agrees to provide advertising space on the Red Robertson Field Play Clock at Miami OK to Satterwhite Agency Inc. for the period of July 1, 2014 through June 30, 2019. The advertiser agrees to pay $3,000 Per Year for 5 years for two 2' high x 4' wide Sponsor Panel(s) number P1 and P2. The first payment is due on the completion of this contract and the Renewal is DUE ON JULY 1, of each year starting in 2015. Satterwhite Agency Inc. agrees to provide the artwork for the sign. All artwork must be submitted to the MCFA for prior approval before the sign(s) are purchased. Satterwhite Agency Inc. further agrees to pay the full cost of any changes made to the sign(s) during the duration of this contract. The cost of printing the sign is included in the agreed upon contract price as stated above and will be paid by the MCFA. In the event that Satterwhite Agency Inc. is sold during the life of this contract to another party this agreement would be void with Satterwhite Agency Inc. and would become the responsibility of the New Ownership of Satterwhite Agency Inc. Pl P2 Dr. Jeff Hale, Board Chairman Jill Fitzgibbon From: Randy Hinds Sent: Sunday, June 08, 2014 9:49 AM To: Jill Fitzgibbon Subject: FW: Play clock bid Fyi 2 of 2 so far From: Stacey.Satterwhite@OKFB.com [mailto:Stacey.Satterwhite@OKFB.com] Sent: Thursday, June OS, 2014 11:24 AM To: Randy Hinds Subject: Play clock bid Satterwhite Agency Inc. is bidding the minimum bid of $3000/year for 5 years for 2 signs (2'x 4') . The Bill can be emailed back to this address or sent to 25 East Steve Owens Blvd, Miami OK, 74354. Thanks Stacey Satterwhite Career Agent Oklahoma Farm Bureau Insurance Company 25 East Steve Owens Blvd , Miami, OK 74354 Phone : (918) 542-3790 Fax: (918) 542-9844 Registered Representative/ Securities & services offered through FBL Marketing Services, LLC* 5400 University Avenue West Des Moines, IA 50266 877/860-2904, Member SIPC FBL Marketing Services is not an affiliate of Oklahoma Farm Bureau Mutual Insurance Company. 1  Renewed Scoreboard Advertising Contract Between Miami Community Facilities Authority And _______________ Miami Community Facilities Authority (also referred to as MCFA) agrees to provide advertising space on the Red Robertson Field Video Scoreboard at Miami OK to ___________________________ for the period of July 1, 20___ through June 30, 2023. The advertiser agrees to pay $5,500 Per Year for 5 years for one 4’6” high x 5’10” wide Backlit Sponsor Panel number _S__ and two 15 sec video ads during each home NEO/Miami High School football game. (When video board is fully operational). The first payment is due on the completion of this contract and the Renewal is DUE ON AUGUST 1, each year thereafter. _______________ agrees to provide the artwork for the sign or future video advertising production. All artwork and video advertising must be submitted to the MCFA for prior approval before the sign or video ads are purchased. __________________ further agrees to pay the full cost of any changes made to the sign or video advertising during the duration of this contract. The cost of printing the sign is included in the agreed upon contract price as stated above and will be paid by the MCFA. Approval of Initial Agreement ______________________________________________________________ ___________________ Company Representative (Sign and Print) Date _____________________________________________________________________________________ Company Mailing Address ______________________________________________________________ Company Contact Email _______________________________________ __________________________ Dr. Jeff Hale, MCFA Chairman Date MCFA Scoreboard Contract Template Approved: ______________ Page 1 of 1  Initial Scoreboard Advertising Contract Between Miami Community Facilities Authority And _______________ Miami Community Facilities Authority (also referred to as MCFA) agrees to provide advertising space on the Red Robertson Field Video Scoreboard at Miami OK to ___________________________ for the period of July 1, 20___ through June 30, 2023. The advertiser agrees to pay $6,750 Per Year for 5 years for one 4’6” high x 5’10” wide Backlit Sponsor Panel number _S__ and two 15 sec video ads during each home NEO/Miami High School football game. (When video board is fully operational). The first payment is due on the completion of this contract and the Renewal is DUE ON AUGUST 1, each year thereafter. _______________ agrees to provide the artwork for the sign or future video advertising production. All artwork and video advertising must be submitted to the MCFA for prior approval before the sign or video ads are purchased. __________________ further agrees to pay the full cost of any changes made to the sign or video advertising during the duration of this contract. The cost of printing the sign is included in the agreed upon contract price as stated above and will be paid by the MCFA. Approval of Initial Agreement ______________________________________________________________ ___________________ Company Representative (Sign and Print) Date _____________________________________________________________________________________ Company Mailing Address ______________________________________________________________ Company Contact Email _______________________________________ __________________________ Dr. Jeff Hale, MCFA Chairman Date MCFA Scoreboard Contract Template Approved: ______________ Page 1 of 1  Renewed Scoreboard Advertising Contract Between Miami Community Facilities Authority And ______________________ Miami Community Facilities Authority (also referred to as MCFA) agrees to provide advertising space on the Red Robertson Field Video Scoreboard at Miami OK to ________________ for the period of July 1, 2019 through June 30, 2023. The advertiser agrees to pay $12,000 Per Year for 5 years for one 6’ high x 14’ wide Backlit Sponsor Panel number _S _ and three 15 second video ads during each home NEO/Miami High School football game. (When video board is fully operational). The first payment is due on the completion of this contract and the Renewal is DUE ON AUGUST 1, each thereafter. __________________________ agrees to provide the artwork for the sign or future video advertising production. All artwork and video advertising must be submitted to the MCFA for prior approval before the sign or video ads are purchased. ____________________________ further agrees to pay the full cost of any changes made to the sign or video advertising during the duration of this contract. The cost of printing the sign is included in the agreed upon contract price as stated above and will be paid by the MCFA. Approval of Renewed Agreement ______________________________________________________________ ___________________ Company Representative (Sign and Print) Date _____________________________________________________________________________________ Company Mailing Address ______________________________________________________________ Company Contact Email _______________________________________ __________________________ Dr. Jeff Hale, MCFA Chairman Date MCFA Scoreboard Contract Template Approved: ______________ Page 1 of 1  Initial Scoreboard Advertising Contract Between Miami Community Facilities Authority And ______________________ Miami Community Facilities Authority (also referred to as MCFA) agrees to provide advertising space on the Red Robertson Field Video Scoreboard at Miami OK to ________________ for the period of July 1, 2019 through June 30, 2023. The advertiser agrees to pay $15,000 Per Year for 5 years for one 6’ high x 14’ wide Backlit Sponsor Panel number _S _ and three 15 second video ads during each home NEO/Miami High School football game. (When video board is fully operational). The first payment is due on the completion of this contract and the Renewal is DUE ON AUGUST 1, each thereafter. __________________________ agrees to provide the artwork for the sign or future video advertising production. All artwork and video advertising must be submitted to the MCFA for prior approval before the sign or video ads are purchased. ____________________________ further agrees to pay the full cost of any changes made to the sign or video advertising during the duration of this contract. The cost of printing the sign is included in the agreed upon contract price as stated above and will be paid by the MCFA. Approval of Initial Agreement ______________________________________________________________ ___________________ Company Representative (Sign and Print) Date _____________________________________________________________________________________ Company Mailing Address ______________________________________________________________ Company Contact Email _______________________________________ __________________________ Dr. Jeff Hale, MCFA Chairman Date MCFA Scoreboard Contract Template Approved: ______________ Page 1 of 1  Renewed Play Clock Advertising Contract Between Miami Community Facilities Authority And ________________________________ Miami Community Facilities Authority (also referred to as MCFA) agrees to provide advertising space on the Red Robertson Field Play Clock at Miami OK to ________________________ for the period of _________________________, 20___ through June 30, 20___. The advertiser agrees to pay $2,400 Per Year for 5 years for two 2’ high x 4’ wide Sponsor Panel(s) number P1 and P2. The first payment is due on the completion of this contract and the Renewal is DUE ON AUGUST 1, each year thereafter. ______________________ agrees to provide the artwork for the sign. All artwork must be submitted to the MCFA for prior approval before the sign(s) are purchased. ______________________ further agrees to pay the full cost of any changes made to the sign(s) during the duration of this contract. The cost of printing the sign is included in the agreed upon contract price as stated above and will be paid by the MCFA. P1 P2 Approval of Agreement ______________________________________________________________ ___________________ Company Representative (Sign and Print) Date _____________________________________________________________________________________ Company Mailing Address ______________________________________________________________ Company Contact Email _______________________________________ __________________________ Dr. Jeff Hale, MCFA Chairman Date MCFA Play Clock Contract Template Approved: ______________ Page 1 of 1  Initial Play Clock Advertising Contract Between Miami Community Facilities Authority And ________________________________ Miami Community Facilities Authority (also referred to as MCFA) agrees to provide advertising space on the Red Robertson Field Play Clock at Miami OK to ________________________ for the period of _________________________, 20___ through June 30, 20___. The advertiser agrees to pay $3,000 Per Year for 5 years for two 2’ high x 4’ wide Sponsor Panel(s) number P1 and P2. The first payment is due on the completion of this contract and the Renewal is DUE ON AUGUST 1, each year thereafter. ______________________ agrees to provide the artwork for the sign. All artwork must be submitted to the MCFA for prior approval before the sign(s) are purchased. ______________________ further agrees to pay the full cost of any changes made to the sign(s) during the duration of this contract. The cost of printing the sign is included in the agreed upon contract price as stated above and will be paid by the MCFA. P1 P2 Approval of Agreement ______________________________________________________________ ___________________ Company Representative (Sign and Print) Date _____________________________________________________________________________________ Company Mailing Address ______________________________________________________________ Company Contact Email _______________________________________ __________________________ Dr. Jeff Hale, MCFA Chairman Date MCFA Play Clock Contract Template Approved: ______________ Page 1 of 1  Renewed Field Banner Advertising Contract Between Miami Community Facilities Authority And ___________________________________ Miami Community Facilities Authority (also referred to as MCFA) agrees to provide advertising space on the Red Robertson Field East Stadium Fence, Miami, OK to ___________________________________________________ for the period of five (5) years beginning 20___ through 20___. The signs will be put up on the fence prior to the start of the regular fall football season and taken down December 31 of each year. The advertiser agrees to pay $600 for all three each years for one 30” high x 9’ wide wind screen sign. The first payment is due upon the execution of this contract and Commented [JF1]: Waiting on Dustin to bring back recommendations from Colby to include size, color, etc. the second and third year payments are DUE ON AUGUST 1, each year thereafter. Also need to update the attached advertising policy. All artwork must be submitted to the MCFA for prior approval before the sign(s) are purchased. ____________________________________________________ further agrees to pay the full cost of any changes made to the sign(s) during the duration of this contract. The cost of printing the sign is included in the agreed upon contract price as stated above and will be paid by the MCFA. Approval of Renewed Agreement ______________________________________________________________ ___________________ Company Representative (Sign and Print) Date _____________________________________________________________________________________ Company Mailing Address ______________________________________________________________ Company Contact Email _______________________________________ __________________________ Dr. Jeff Hale, MCFA Chairman Date MCFA Fence Sign Advertising Contract Template Approved: 07/01/15 Page 1 of 2 MCFA Fence Sign Advertising Contract Template Approved: 07/01/15 Page 2 of 2  Initial Field Banner Advertising Contract Between Miami Community Facilities Authority and ___________________________________ Miami Community Facilities Authority (also referred to as MCFA) agrees to provide advertising space on the Red Robertson Field East Stadium Fence, Miami, OK to ___________________________________________________ for the period of five (5) years beginning 20___ through 20___. The signs will be put up on the fence prior to the start of the regular fall football season and taken down December 31 of each year. The advertiser agrees to pay $750 the first year and $600 for the second and third years for one 30” high x 9’ wide wind screen sign. The first payment is due upon the Commented [JF1]: Waiting on Dustin to bring back recommendations from Colby to include size, color, etc. execution of this contract and the second and third year payments are DUE ON AUGUST 1, each year thereafter. Also need to update the attached advertising policy. All artwork must be submitted to the MCFA for prior approval before the sign(s) are purchased. ____________________________________________________ further agrees to pay the full cost of any changes made to the sign(s) during the duration of this contract. The cost of printing the sign is included in the agreed upon contract price as stated above and will be paid by the MCFA. Approval of Initial Agreement ______________________________________________________________ ___________________ Company Representative (Sign and Print) Date _____________________________________________________________________________________ Company Mailing Address ______________________________________________________________ Company Contact Email _______________________________________ __________________________ Dr. Jeff Hale, MCFA Chairman Date MCFA Fence Sign Advertising Contract Template Approved: 07/01/15 Page 1 of 2 MCFA Fence Sign Advertising Contract Template Approved: 07/01/15 Page 2 of 2 Chairman Jeff Hale Dean Kruithof, Trust Manager Vice Chairman Mark Folks Ben Loring, Trust Attorney Secretary/Treasurer Rudy Schultz Trustee Stacey Satterwhite Trustee Jeremy Hogan Trustee Dustin Grover Trustee ________________ April _____, 2019 Mick Ward Freeman Hospital RE: City of Miami Multi-Purpose Sports Complex/Red Robertson Field Request to Renew One-Half Suite Lease Dear Mr. Ward, The past few years of renovating and managing the City of Miami Multi-Purpose Sports Complex has gone by so very quickly. On behalf of the Trust, I would like to thank you and your organization for supporting the complex by leasing one-half of Suite #305 for the 2016 – 2018 football seasons and respectfully request that you consider renewing your suite agreement for an additional five (5) years. The cost is $5,000 per year. After receiving your signed contract, the first invoice would be mailed July 2019 and each July thereafter. Over the past five (5) years the MCFA, along with Miami Public Schools and Northeastern Oklahoma A & M College, have hosted the following events: 1. 25 MHS Football Games – 68,750 attendance 2. 30 Middle School and Junior Varsity Football Dates – 24, 000 attendance 3. 30 MHS Soccer Dates – 6,000 attendance 4. 25 NEO A&M Football Games – 58,750 attendance 5. 2 SW Conference Playoff Games – 6,000 attendance 6. 35 NEO A&M Soccer Dates – 7,000 attendance 7. 20 Youth Football Dates – 36,000 attendance 8. 5 NJCAA Regional Soccer Events – 6,000 attendance 9. 2 Youth Super Bowl Events – 4,000 attendance 10. 1 NEO/MPS Band Competition – 4,200 attendance 11. 2 NJCAA Bowl Games – 8,000 attendance 12. 25 Various Camps – 3,500 participants 13. 5 Oklahoma 8-Man All Star Football Game - 10,000 attendance City of Miami · P.O. Box 1288 · Miami, OK 74355-1288 · Ph: (918) 542-6685 · Fax: (918) 542-6845 The MCFA has played host to over 250,000 fans, student-athletes, family members and corporate guests over the past five years. It is fair to say that your corporate brand has been associated with a facility and event staff that has created a positive experience for all our guests and competitors. We sincerely thank you for your support! For your convenience, enclosed with this letter is an agreement and a stamped, return envelope. We will mail you a copy of the fully executed document once we receive your agreement. However, if you would like to discuss the renewal agreement, please feel free to contact my office at: 918-542-4660. Respectfully, MIAMI COMMUNITY & FACILITIES AUTHORITY Dr. Jeff Hale Trust Chairman ENC (2) MJFL19-02 City of Miami · P.O. Box 1288 · Miami, OK 74355-1288 · Ph: (918) 542-6685 · Fax: (918) 542-6845 Chairman Jeff Hale Dean Kruithof, Trust Manager Vice Chairman Mark Folks Ben Loring, Trust Attorney Secretary/Treasurer Rudy Schultz Trustee Stacey Satterwhite Trustee Jeremy Hogan Trustee Dustin Grover Trustee ________________ April _____, 2019 Address RE: City of Miami Multi-Purpose Sports Complex/Red Robertson Field Request to Renew Scoreboard Advertising Contract Dear _________, The past few years of renovating and managing the City of Miami Multi-Purpose Sports Complex has gone by so very quickly. On behalf of the Trust, I would like to thank you and your organization for supporting the complex by leasing advertising space on the Red Robertson Field video scoreboard for the past five seasons and respectfully request that you consider renewing your agreement. As an added incentive for renewing, the Trust has agreed to reduce the cost of the renewal to $_____ instead of your original cost of $______. After receiving your signed contract, the first invoice would be mailed July 2019 and each July thereafter. Over the past five (5) years the MCFA, along with the Miami Public Schools and Northeastern Oklahoma A & M College, have hosted the following events: 1. 25 MHS Football Games – 68,750 attendance 2. 30 Middle School and Junior Varsity Football Dates – 24, 000 attendance 3. 30 MHS Soccer Dates – 6,000 attendance 4. 25 NEO A&M Football Games – 58,750 attendance 5. 2 SW Conference Playoff Games – 6,000 attendance 6. 35 NEO A&M Soccer Dates – 7,000 attendance 7. 20 Youth Football Dates – 36,000 attendance 8. 5 NJCAA Regional Soccer Events – 6,000 attendance 9. 2 Youth Super Bowl Events – 4,000 attendance 10. 1 NEO/MPS Band Competition – 4,200 attendance 11. 2 NJCAA Bowl Games – 8,000 attendance 12. 25 Various Camps – 3,500 participants 13. 5 Oklahoma 8-Man All Star Football Game - 10,000 participants/attendance City of Miami · P.O. Box 1288 · Miami, OK 74355-1288 · Ph: (918) 542-6685 · Fax: (918) 542-6845 The MCFA has played host to over 250,000 fans, student-athletes, family members and corporate guests over the past five years. Another benefit that is value-added, of which you may be unaware is if your contract allows for advertising on the scoreboard you are also included in the Miami Convention and Visitor’s Bureau’s print ads and social media posts. It is fair to say that your corporate brand has been associated with a facility and event staff that has created a positive experience for all our guests and competitors. We sincerely thank you for your support! For your convenience, enclosed with this letter is an agreement and a stamped, return envelope. We will mail you a copy of the fully executed document once we receive your agreement. However, if you would like to discuss the renewal agreement, please feel free to contact my office at: 918-542-4660. Respectfully, MIAMI COMMUNITY & FACILITIES AUTHORITY Dr. Jeff Hale Trust Chairman ENC (2) MJFL19-02 City of Miami · P.O. Box 1288 · Miami, OK 74355-1288 · Ph: (918) 542-6685 · Fax: (918) 542-6845 MCFA Fence Sign Advertising Contract Template Approved: 07/01/15 Page 2 of 2  EXTENDED SERVICE AGREEMENT DAKTRONICS, INC. (‘Daktronics’) Revision I For Internal Use Only 201 Daktronics Drive Bill to Loc #: ___________________________ Brookings, SD 57006 Bill to Contact:_________________________ Phone: (800) 325-8766 Daktronics Contact: Devan Goembel Check #: ______________________________ Purchaser: Miami Community Facilities Authority Address: PO Box 1288 Customer ID: 132409-006 City, State, Zip : Miami, OK 74355 Country: United States Phone: (918) 533-8447 Contact: Dustin Grover Email: dugrover@neo.edu ------------------------------------------------------------------------------------------------------------------------ Purchaser hereby agrees to purchase the services, peripherals and additional supplies (collectively, the ‘Services’) as described on Attachment A, subject to this Extended Service Agreement, the Terms and Conditions of Extended Service, and any and all applicable Attachments (collectively, the ‘Agreement’), which documents Purchaser has reviewed and agrees to accept. Term (Duration) of the Agreement Commencement Date: 1 July 2019 Expiration Date: 29 June 20__ End user: Red Robertson Field at NEO A&M Campus, Miami, Oklahoma, United States End user ID: 132409-005 Order No.: E212337-2 Original Job No.: S212337 Description of Services Provided Price & Payment Terms See Attachment A See Attachment B Unless specifically outlined in any Attachments or in the Agreement, this Agreement does not include the following: 1. Any applicable taxes. 2. Third party systems, hoist systems, and any ancillary equipment. Third party systems and ancillary equipment includes, but is not limited to, front end video control systems, audio systems, video processors and players, HVAC equipment, LCD screens, and static advertising panels. Daktronics will pass along any manufacturer’s warranty. For a list of products commonly excluded from the Standard Service and Extended Service scope and to view the manufacturer’s warranty, go to www.daktronics.com/exclusions. 3. Incorporation of accessories, attachments, software or other devices not furnished by Daktronics. Proposal Date: 28 March 2019 Order No. E212337-2 Copyright © Daktronics, Inc. DF-2940 Rev-070115 Page 1 of 8  EQUIPMENT LIST Customer Name Original Description of Equipment covered under Quantity Customer ID Job No. this Agreement Red Robertson Field at NEO A&M Campus 201 1st Ave NE, Miami, OK 74354-6423 S212337 Sportsound 1500HD Sound System 1 132409-005 S212337 DVX-1101-15HD-264x480 Video Display 1 132409-005 S212337 DMP-8301 1 132409-005 S212337 VIP-5060 1 132409-005 S212337 FB-2028 Football Scoreboard 1 132409-005 S212337 All Sport 5010R6 Control Console with Radio 1 132409-005 S212337 Remote Start/Stop/Horn 1 132409-005 S212337 Remote Start/Stop w/ Double Reset 1 132409-005 S212337 TNMC Team Name Message Center 1 132409-005 S212337 TI-2031 Indoor Timer 2 132409-005 Proposal Date: 28 March 2019 Order No. E212337-2 Copyright © Daktronics, Inc. DF-2940 Rev-070115 Page 2 of 8  ATTACHMENT A PLATINUM PLUS® Services Scope of Services Services Included 1. Scheduled on-site labor to diagnose and/or replace failed electronic components. 2. Costs of Standard Access* to the Display/Equipment. 3. Daktronics parts coverage, which includes: 3.1. Daktronics Rapid Parts™ Exchange Program for available parts only. 3.2. Repair or replacement of failed electronic parts or assemblies. 3.3. Shipping of repaired or replaced failed electronic components from Daktronics. 4. Technical support via telephone during business hours as defined below. 5. Access to the Service Coordination Center. 6. One Annual Systems Check to include annual filter replacement. Systems check may be provided in conjunction with any service call. *Standard Access is defined as unrestricted access to the entire display/equipment with up to a 45’ aerial lift or bucket truck for an outdoor display or 30’ for an indoor display. As part of this Platinum Plus service agreement, you are entitled to Daktronics system's check preventative maintenance. Purchaser designates the following contact as a responsible party for scheduling and communication regarding preventative services. Name_______________________________________________ Email_______________________________________________ Phone_______________________________________________ Purchaser is responsible for maintaining the current contact information, in order for Daktronics to fulfill its preventative maintenance obligations. Platinum Plus shall not include nor be construed to include any service or support that is not expressly stated above in the definition of the Platinum Plus service. Examples of services that are not within the scope of Platinum Plus service include, but are not limited to, the following: • Display Cleanings. • Network Operations Monitoring services. • Extended service hours or expedited response times. • After hours telephone support. • Costs of access to the display with articulating or specialty lifts or any use of scaffolding or special equipment to protect customer facilities. Above listed exclusions are available as billable services. Quotes may be provided upon request. BUSINESS HOURS: Monday through Friday, 8 am to 5 pm CST (excludes Daktronics observed holidays). INITIATED RESPONSE TIME: 1. Daktronics shall respond to service requests within sixteen (16) business hours. 2. On-site service is to be scheduled during the business hours defined above. Response is defined as Daktronics must begin to work on a solution to the issue. Purchaser Responsibilities The items listed below are the responsibility of the Purchaser. 1. Purchaser is responsible for routine operator functions such as content creation or scheduling. 2. Purchaser is responsible for management of customer-owned spare parts inventory. 3. Purchaser is responsible for the maintenance items listed below; failure to properly maintain equipment may, at Daktronics’ sole discretion, relieve Daktronics of its responsibilities under the Terms and Conditions of Extended Service attached hereto. 3.1. Throughout the term of this Agreement, Purchaser shall maintain site conditions within the common environmental range of all system devices as specified by Daktronics. Proposal Date: 28 March 2019 Order No. E212337-2 Copyright © Daktronics, Inc. DF-2940 Rev-070115 Page 3 of 8  3.2. Purchaser is responsible for routine maintenance functions. 3.3. Purchaser is responsible for purchasing and maintaining antivirus software on all control devices connected to Daktronics equipment. (See Daktronics Knowledge Base for list of supported software. DD2079868 http://www.daktronics.com/Support/KB/Pages/Antivirus-software-recommendations.aspx) Platinum Plus® is a registered Daktronics trademark. This Agreement shall be subject to the attached Terms and Conditions of Extended Service. Proposal Date: 28 March 2019 Order No. E212337-2 Copyright © Daktronics, Inc. DF-2940 Rev-070115 Page 4 of 8  ATTACHMENT B Payment Schedule Unless otherwise agreed below, payment for the Service Agreement must be paid in full on the Commencement Date. Please initial your selection: ______Option 1: PLATINUM PLUS® Services: $27,375 Commencement Date: 1 July 2019 Expiration Date: 30 June 2022 ______Option 2: PLATINUM PLUS® Services: $10,590 Commencement Date: 1 July 2019 Expiration Date: 30 June 2020 ______Option 3: PLATINUM PLUS® Services: $30,570 Payable according to the following schedule: $10,190.00 due before commencement $10,190.00 due 1 July 2020 $10,190.00 due 1 July 2021 Commencement Date: 1 July 2019 Expiration Date: 30 June 2022 Proposal Date: 28 March 2019 Order No. E212337-2 Copyright © Daktronics, Inc. DF-2940 Rev-070115 Page 5 of 8 All invoices will be forwarded to Purchaser at the Purchaser hereby confirms that the Services are to be address indicated on page one (1) of this Agreement delivered at the address specified below: unless otherwise specified below: Site Address: Billing Address: Red Robertson Field at NEO A&M Company: Company: Campus Address: Address: 201 1st Ave NE City, State, Zip: Miami, OK 74354-6423 City, State, Zip: Country: United States Country: Phone: Contact: Email: ACCEPTANCE: In witness hereof, the parties hereto have executed this Agreement by and through their duly authorized officers. PURCHASER: Miami Community Facilities Authority By: _____________________________ Name/Title:_____________________________ Date: _________________ Signature Print or Type PURCHASER PO # ___________________________ DAKTRONICS, INC. By: _____________________________ Name/Title:_____________________________ Date: _________________ Signature Print or Type This form is an important part of your coverage. Please sign and return the entire Agreement to Daktronics, Inc. Once the signed Agreement is entered into our system, you will receive a copy for your records. Offer expires 60 days from Proposal Date. Proposal Date: 28 March 2019 Order No. E212337-2 Copyright © Daktronics, Inc. DF-2940 Rev-070115 Page 6 of 8  TERMS AND CONDITIONS OF EXTENDED SERVICE 1. Scope of Extended Service Agreement. The scope of the Extended Service Agreement (the “Service Agreement”) covers the Equipment and any Software delivered by Daktronics that is delivered under the terms of the applicable software agreement between Purchaser and Daktronics, and shall also include those services defined on Attachment A, SCOPE OF SERVICES (excluding maintenance services which are the responsibility of Purchaser as defined on Attachment A or services which may be purchased for an additional fee) (the “Services”). Response Times are defined on Attachment A. 2. Contract Documents. The parties agree that any subsequently-issued Purchaser form, such as a purchase order, shall incorporate the terms and conditions of this Service Agreement. The provisions of this Service Agreement shall control in the event of any conflicting provision in Purchaser’s form. 3. Commencement Date. The Services shall begin upon the date stated as the 'Commencement Date' as detailed elsewhere in this agreement. 4. Conditions Precedent. Daktronics reserves the right to suspend its performance in the event Purchaser fails to: (a) make payment as required, (b) maintain the Equipment within the recommended environmental conditions, including but not limited to appropriate ventilation/air conditioning for its location (Air conditioning systems must be maintained according to manufacturer’s specifications), (c) perform preventative maintenance not included within this Service Agreement, or (d) perform any other obligation including, without limitation, complying with the terms of any software agreement between Purchaser and Daktronics. 5. Payment. Unless otherwise stated, the price is exclusive of federal, state and local taxes, including without limitation sales, use, excise, privilege, or transactional taxes, but excluding Daktronics’ income tax ('Tax'). Purchaser shall promptly pay upon demand such applicable Tax. Purchaser must present a valid exemption certificate if it claims any exemption from Tax. Late payments shall accrue interest at the rate of 1.5% per month or the highest amount permitted by law, whichever is lower. 6. Spare Parts Package. In the event the Equipment was purchased with a spare parts package, the parties acknowledge and agree that the spare parts package is designed to exhaust over the life of the Equipment and, as such, the replenishment of the package is not included in the scope of this Service Agreement. 7. Replacement Parts. Any replacement parts or Equipment will be new or serviceably used, comparable in function and performance to the original part or Equipment, and warranted for the remainder of the Warranty Period. Purchasing additional parts or Equipment from Daktronics does not extend the Warranty Period. 8. Limitations of Coverage. This Service Agreement does not cover: (a) service due to: (i) inadequate or improper power, including without limitation a sudden surge of electrical power; (ii) improper handling, installation, adjustment, service, care, maintenance, storage or use of the Equipment; (iii) a Force Majeure Event; (iv) environmental conditions outside the Equipment’s technical specifications (including, without limitation excessive temperatures, corrosives, and metallic pollutants); (v) defects or failures occurring during a lapse in service coverage; (vi) incorporation of accessories, attachments, software or other devices or systems not furnished by Daktronics; or (vii) any other cause other than ordinary use; (b) the provision of replacement communication methods (such as wire, metallic or fiber optic cable, conduit, trenching or other solutions) for the purpose of overcoming local site interference; (c) wireless devices or services used for providing wireless connection to the Equipment (wireless devices and services provided by Daktronics are subject to Daktronics Terms and Conditions of Wireless Service available at https://www.daktronics.com/TermsConditions/DD3956286) (d) LED degradation or ultraviolet (UV) damage (degradation means the LED continues to emit light, but at some lesser level of brightness); (e) paint or refinishing the Equipment or furnishing material for this purpose; (f) pixel failure less than a total of .5% of the overall display, or in the case of free form elements, one entire element; (g) electrical work external to the Equipment; (h) batteries; (i) third-party systems and other ancillary equipment including without limitation front-end video control systems, audio systems, video processors and players, HVAC equipment, and LCD screens; (j) the security or functionality of End User’s network or systems, including anti-virus software updates; or (k) any physical damage which includes, but is not limited to, missing, broken, or cracked components resulting from non-electrical causes; altered, scratched, or fractured electronic traces; missing or gauged solder pads; cuts or clipped wires; crushed, cracked, punctured, or bent circuit boards; or tampering with any electronic connections. Further, in displays manufactured using certain LEDS as indicated by an M or WR (indicating LED type) in the display name, this Agreement does not cover pixel failure after five (5) years. 9. Actions that Void the Service Agreement. Daktronics shall be under no obligation to continue service under this Service Agreement if the Equipment or Software is: (a) moved from its location of initial installation or reinstalled without the prior written approval of Daktronics (unless the equipment was designed by Daktronics to be mobile), or (b) improperly repaired or altered in a manner inconsistent with the Equipment manufacturer’s standards or recommendations. 10. Service Providers. Daktronics may select the parties delivering services under this Service Agreement at its reasonable discretion. 11. Access to the Equipment. The Purchaser shall provide unfettered, solid, safe and unrestricted access to the Equipment (including, if requested, any installed Software) taking into account environmental or site conditions. Unless otherwise specified on Attachment A, the Purchaser shall be required to provide any lifts or access equipment. Additional equipment or personnel required for safety, as determined by Daktronics in its reasonable discretion, shall be billed separately on a time and material basis. 12. Adverse Conditions. In no event shall Daktronics be obliged to perform Services under this Service Agreement during the existence of Adverse Conditions. 'Adverse Conditions' include without limitation, the following: severe inclement weather, hazardous site conditions including infestations of animals or dangerous insects, saturated ground conditions, or residence or occupation by unauthorized personnel. The determination of a site condition as an Adverse Condition shall be at the reasonable discretion of Daktronics. Inaccessibility due to Adverse Conditions will exempt a location from coverage under this Service Agreement until such time as the Equipment becomes safely accessible once again. 13. Cooperation. Purchaser shall fully cooperate with Daktronics in connection with the service of the Equipment and Software. The Purchaser shall promptly notify Daktronics of Equipment and Software failure. Waiver of liability or other restrictions shall not be imposed as a requirement prior to accessing the site. Proposal Date: 28 March 2019 Order No. E212337-2 Copyright © Daktronics, Inc. DF-2940 Rev-070115 Page 7 of 8 14. Return Items. All items returned to Daktronics must have a Return Material Authorization (RMA) number. For exchange items, the number is included with the shipment of the exchange unit. For repair items, an RMA number can be obtained by phone (800-325-8766), (International +1-605-697-4000), fax (605-697-4444) unless otherwise directed by Daktronics. 15. Shipping. When returning parts to Daktronics for repair or replacement, Purchaser assumes all risk of loss or damage, agrees to use any shipping containers, which might be provided by Daktronics, and agrees to ship the Equipment in the manner prescribed by Daktronics. If returning equipment within the United States or within Canada, all Equipment must be returned by Purchaser FOB Daktronics’ designated facility. If returning equipment across country borders, all Equipment must be returned by Purchaser DDP Daktronics’ designated facility per INCOTERMS 2010. Daktronics assumes all risk of loss or damage during return shipment to Purchaser and such Equipment shall be returned by Daktronics FOB or DDP Purchaser’s designated facility as appropriate. 16. Confidentiality. To the extent permitted by law, Purchaser shall consider all information furnished by Daktronics, including the terms and conditions of this Service Agreement, to be confidential and shall not disclose any such information to any other person, or use such information itself for any purpose other than fulfillment of this Service Agreement unless Purchaser first obtains written permission from Daktronics to do so. Purchaser shall provide confidential information only to those of its agents, servants, and employees who have been informed of the requirements of this paragraph and have agreed to be bound by them. The provisions of this paragraph shall survive termination of the Service Agreement. 17. Default. Daktronics reserves the right to terminate this Service Agreement and accelerate all amounts due and payable if: (a) Purchaser fails to make payment to Daktronics within ten days of the agreed payment dates, (b) Purchaser otherwise fails to comply with any material provision of this Service Agreement, or (c) any proceeding is filed by or against Purchaser in bankruptcy. Daktronics reserves all its rights (both legal and equitable) under the Agreement, applicable statutes, and the common law. If Purchaser fails to perform any covenant or obligation under this Service Agreement or any other agreement that Purchaser has with Daktronics, including without limitation the failure to pay when due any amounts owed to Daktronics, Daktronics shall be excused from the performance of any of its obligations under this Service Agreement and any other agreement it has with the Purchaser. Purchaser shall be liable for any and all costs and expenses (including reasonable attorney’s fees) incurred by Daktronics in enforcing any provision of this Service Agreement. 18. Indemnity. Daktronics shall indemnify, defend and hold harmless the Purchaser and their respective subsidiaries, officers, directors, shareholders, partners, employees, agents, insurers, successors and assigns from any third-party claims for liability, losses, damages, costs or expenses (collectively, 'Losses') to the extent that such Losses arise out of: (i) any negligent act or omission by Daktronics or its personnel, agents, subcontractors, or others engaged by Daktronics or under Daktronics’ control related to the execution of this Service Agreement; (ii) any claim against any indemnified party by reason of or alleging any unauthorized or infringing use by an indemnified party of any patent, process, trade secret, copyright, trademark, or other intellectual property right regarding the Equipment or the Software and its components; or, (iii) any fine or assessment with respect to any violation or alleged violation of any applicable laws regarding safety or health. The Purchaser shall indemnify, defend and hold harmless Daktronics and its subsidiaries, officers, directors, shareholders, partners, representatives, employees, agents, insurers, successors and assigns of each of the foregoing from any and all Losses arising out of or in any way related to: (i) any negligent act or omission by the Purchaser or its personnel, agents, subcontractors, or others engaged by the Purchaser or under their control (other than Daktronics or its personnel, agents, subcontractors, or others engaged by Daktronics or under Daktronics’ control), or (ii) any unauthorized or infringing use by an indemnified party of any patent, process, trade secret, copyright, trademark, or other intellectual property right. 19. Disclaimers; Limitation of Liability. Daktronics makes no representations or warranties under this Service Agreement. The damage limitation provided in this Service Agreement and the remedies stated herein shall be exclusive and shall be Purchaser’s sole remedies. THE PARTIES AGREE THAT IN NO EVENT WHATSOEVER SHALL THE LIABILITY OF EITHER PARTY EXCEED THE AMOUNT OF THE PURCHASE PRICE. IT IS AGREED THAT IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, REGARDLESS OF CAUSE, WHETHER SUCH LOSSES ARISE DIRECTLY OR INDIRECTLY FROM THE OTHER PARTY’S ACTS, OMISSIONS, OR BREACH. For the purposes of this Agreement, the Parties agree that “Consequential Damages” include, but are not limited to, loss of use, loss of profit, loss of business opportunity, and loss of advertising revenue. Purchaser explicitly accepts the provisions of this paragraph in return for the prices granted under the Service Agreement. Purchaser understands and agrees that the prices granted herein would be higher in the absence of this limitation of liability. No action against Daktronics shall be commenced more than one year after the accrual of the cause of action. Daktronics shall have no liability with respect to claims relating to or arising from use of third-party products and services. 20. Force Majeure. Both parties shall be excused from any liability under this Service Agreement for any delay in performance or failure to perform which delay or failure to perform is caused by circumstances which are beyond the reasonable control of that party, including without limitation acts of God, natural disaster, fire, flood, labor or material shortages, war, vermin, earthquakes, tsunami, acts of terrorism, etc. (a 'Force Majeure Event'). 21. Assignment. Unless otherwise stated, this Service Agreement may not be assigned by either party without the prior written consent of the other party. 22. Miscellaneous. This Service Agreement shall be governed by the laws of state where the Services are provided without regard to its conflict of law principles. This Service Agreement is the product of negotiations between the parties hereto represented by counsel and any rules of construction relating to interpretation against the drafter of an agreement shall not apply to this Service Agreement and are expressly waived. This Service Agreement represents the entire agreement of the parties and supersedes any previous understanding or agreement regarding the Services. This Service Agreement may not be amended or altered in any manner except in a writing signed by both parties. This Service Agreement may be executed in counterparts. The Purchaser and Daktronics are not partners or joint venturers. If any part of this Service Agreement is in any manner held to be invalid, illegal, void, or to be in conflict with any law, then the validity of the remaining portions or provisions of this Service Agreement shall not be affected, and such part, term, paragraph or provision shall be construed and enforced in a manner designed to effectuate the intent expressed in this Service Agreement to the maximum extent permitted by law. Proposal Date: 28 March 2019 Order No. E212337-2 Copyright © Daktronics, Inc. DF-2940 Rev-070115 Page 8 of 8