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182474 Origita1 to City Clerk CITY OF ST. PAUL O NCIL NO. 18`474 OFFICE OF THE CITY CLERK COU CIL RESOLUTION—GENERAL FORM PRESENTED BY COMMISSIONER DATE 'Council File No. 182474—By Severin A. Mortinson- Whereas, The Council of the City of Saint Paul has heretofore authorized and directed the proper City officers to enter into an eereement between WHEREAS, the Council of the City of Saint Paul has heretofore authorized and directed the proper City officers to enter into an agreement betwlensaid City and the St. Paul Ball Club, Inc. , for use of the Saint Paul Municipal Stadium by said St. Paul Ball Club, Inc. , and WHEREAS, there is now presented to the Council a proposed companion agreement to that between the City and the St. Paul Ball Club, Inc. , pertaining to the erection of a score board, to be erected at said Saint ''aul Municipal Stadium by Spencer Display Corporation, a copy of said proposed agreement being attached hereto and made a part hereof by reference and to be hereafter filed of record in the office of the City Clerk of the City of Saint Paul, and WHEREAS, there is also presented for the consideration of the Council, an agreement between said Spencer Display Corporation and the City, with reference to the clock to be attached to the aforementioned score board, a copy of said agreement also being attached hereto and made a part hereof by reference and to be hereafter filed of record in the office of the City Clerk of the City of Saint Paul, now therefore be it RESOLVED, that the proper City officers are hereby authorized and directed to enter into said agreements with said Spencer Display Corporation. APR 2 5'1957 COUNCILMEN Adopted by the Council 195_ Ye s Nays eCourcy PR 2 5 195 olland Approved 195- \VIarzitelli rl rt In Favor ��f1��N� ortinson eterson Mayor Rosen Against r. President, Dillon PULLISITED 5M 2-57 scs;:.2 Duplicate to Printer 489174 a CITY OF ST. PAUL COUNCIL '_'_)• OFFICE OF THE CITY CLERK FILE NO. COUNCIL RESOLUTION—GENERAL FORM PRESENTED BY COMMISSIONER DATF WHEREAS, the Council of the City of Saint Paul has heretofore authorized and directed the proper City officers to enter into an agreement betwe n said City and the St. Paul 3a11 Club, Inc. , for use of the Saint Paul Municipal Stadium by said St. Paul Ball Club, Inc. , and WHEREAS, there is now presented to the Council a proposed companion agreement to that between the City and the St. Paul Ball Club, Inc. , pertaining to the erection of a score board, to be erected at said Saint Paul Municipal Stadium by Spencer Display Corporation, a copy of said proposed agreement being attached hereto and made a part hereof by reference and to be hereafter filed of record in the office of the City Clerk of the City of Saint Paul, and WHEREAS, there is also presented for the consideration of the Council, an agreement between said Spencer Display Corporation and the City, with reference to the clock to be attached to the aforementioned score board, a copy of said agreement also being attached hereto and made a part hereof by reference and to be hereafter filed of record in the office of the City Clerk of the City of Saint Paul, now therefore be it RESOLVED, that the proper City officers are hereby authorized and directed to enter into said agreements with said Spencer Display Corporation. COUNCILMEN Adopted by the Council 5 i957 195_ Yeas Nays DeCourcy Holland Approved 195_ Marzitelli In Favor Mortinson Peterson Mayor Rosen — Against Mr. President, Dillon 5M 2-57 cOW02 1 s Mit Ii i =If9, sfdd-",_.. ,1_,, � �� ZtliN T � i, •�_.i o I � I � I�JIpr iiIi� ' -- I ; CO Z V JIcIIS °'.` ! c -Lz= S 1 r — I:11.1111111 m,,r; i iff : i :MEIN 2 • / tie I x IV I �-- CO' 7-71! th. = s --•.gtai, _ C") . r - - s . . _ Ns u) 4, i ULM1/' 0 �+ 1fF i i=y Q 11 D � V T ' p ' , � * " N IVIIIL� a V � G o i I z r m c co fi .�1- y '�` _ 10 'a. z z ' t—_ -4 . ,iiii _= C i. . II , C T � Wes . All z 4 II .. II 'II... : _.___......._____ The City of saint teal, Minnesota itimesete liontlemen this will Mafia* isg betimes you mod the eadermismod with remesi to thin tastalletione of an adven *lab to bo attached moreboard to 'bo imetalled by aes la St. fael lleatinipel t and with ramp** to the advertioiee riehte ined prime ioges trrattt . inometrieted 106 a . aanatt or tame to ben dos , to �► � ilk ooh�� � outdoor th � as t A. t /6ihet wide led 18 feet hielt and 11 opprerisetoly aster, as is the - 2. tZeu exam peraitt as to testall said *lock and for to t ve to St. i purpose tho ,. tar , eleart tft n0 ► i re try of cloak old to set and went the All oshateatiel elm* daring the tem of eats agreesetar totve M . twat r . d . . . time for ;hat pwapose. moot 3. The City after of tom. dot, is the of firs the *lock it will pay all costs rosteratise of the *leek to substantially the iii is prim to s ; City that it it s remeasibility for soy injury to person amom my respect to the *lock and wad ladeamify end hold losonless Sperm ie r advertiser clock fro* my sled l liability arts*/ eat of my or property to the attt that such liability *rims out of the ip, iestallatim, or operattiat of the add by Speaser or such and regaritiess of *abler or each advertiser my have ham aseliasat in any rearm*. The City of Saint awl 4. in addition to the riOte bersinalmve trt* you ogees (a) that the advertiser *km is selected by us a l appear es wad slack dwell a switchaaaaaaarl, shall have the right tallealleibelt. aat such tiros places as h i$001r wry Wit that the product of �i e is official for St. , ai pal Stadia* and in timing purposes. is at all s bald la St. t cl gran* and (b) that so + ,. time ittesai- nod by hosed awe, product r shall publicly show or displayed is i . to � Stadium bias the term of this agreementw and ) that satiates heroin contained l be nesidarod .as preventing from . i the Os advertiser on the cloth fuse time to time and en m* diffanat advestimor different the si Tipton , provided that the sivertisiag setter ea the clack shall bevaeollytthle tO OW City. S. The clock awl be 444 orris tho property the of the viaderaigned sa /or the advertiser selected by tho emiersignod (Whose a *ball appear sn the clock)* and upon ths termisat'i,eaaa of this 11 st, heraimetter specified„ termiasttem of aw eattemetw of this ostosessa* the useari signal or web lioihmtiser of hesm the right to nom said clock and stall b* gives i anew to St. Paul Ilessicipal Suites for thet that purpose. 6. Is consideration for th* adviertioing advertising privileges and other covessats mss en � to i i or l * 19 and April IS.la each el i, in ye the tam of` this empreeeneto prolieled yen on i€>a &fault under this o aawauara* er or the laa ng se the eseethemislo the sea of pia regularly tugs'Is Played is St. Pout Sinicipal *Mimes mit dm sss of 9100 ails xempOlorly l baseball oi main low* beseleill gosse are plerit4 i Ste, or the aum of $100 in Om west regular l or meter league bonbon saws are sot fly isebadds4 aad played in S t. Pod ltasicipal Stadium oad provided tho stadium i s wed far m s wows. 7. This mareemeat shall camerae on the maw hereof and l tend- Batt. ea April 14, 1967; providola Weever, that if by news of , civil • stu - severiseat orders or Vii , to St. Saul lesnicipal Stadium* or *ter wises beyami cur control. major or baseball gismo tweet be held at St. aipid, Stadiumt the teem of this - as shell b* anoadsd for a period cempeemble free the tke standpoint of t» t to a period i interrwttess suequessies ex- isted. bawd opal the *Madame figune th* lee* eelseilei yew itof noted eporatioto at St. tat i - . u tbe ported of such mispoasiem of or mien lasso l pow or in the new of total isepowti sf tisaa Joubstaittiat potted far rooseas boyard our cant al, no and amp arm motet shell be, refunded to us pre rata* or credited to future paymetto, es we may direct. The Cy of Satet Peel C. Yon represent that yen we empowated . tr into this agreement* that this eopreeseet you have observed all of the eeirementa isteows4 von you by ell weeesets and laws affectias,year operatiossi and that the »4ng of mss' s oat flats, sow is s Iwo lersh by* the previsions effecting St. teal licebtipal Masse to are a party or *Moth is binding Woo • 9. it is understood ttst the seat **Psolsed Ass, in: coloki. tie an agreemitat releting to the inetatlati of electrical aceraboard with yen sad the iae operation said agree- If Ithe feregeing correctly reflects the usiderstandiong and agroweest between us concominds4 the aresegesset net out *ens please have 4aly tetheattsad saps tivea this letter in year lee and retires to es the seelered duplicate.+w of this letter* wheromees this letter and the + 1icet. ono ereented by you shall comatisete the asoiteasat botanist es. Very y . ,A19119 ar VL 1 (Lik Soorotiay SIX CUT OF Sa si by: M.. ,iionditerina, and Weems Amoosed as to form City 1t i AGANA )! SST adiSIVIRWI nada this dear of 19V* 9` and been the City of Saint fad, a* cranic4a1 earDeratien of itionesotes hereinafter referred to se, "t211 Crfrs and Spouts*. Display Corporations * New York corporations hereinafter referred to seta "SPISSIC;,vlts hav- ing its principil place ' sine • .' v nue, New Tories Wei i WITNICSSEtitt WEAMEASs The City is tho owner of certain,. property lauma as St. kaal. Municipal: Stadion situate in the City of t Foal, Iligoosetes ccoutiating of a reareationsl ersi athletie pork WM a sta. a seat.ing avapacity tor a considerable Maher of epee- totters; thitt City desirea to bays wetted at the Stadium a moderns electrical sc re . ( 'e- referred to es the ' or eheard") as ,desortheit inSsialbLt "A" annexed hereto, era it esker league bas' hall is establieheit in the Stadia* in accordance r e tom* *ad previsifts of ParagraPh 2 it, (3), that Spencer *. ec , li a heridThetere $0010444) the addle* tienal scoreboard Usto a o detocrdhed. t .Fixhibit or, also tattened berate; artd WORRAots the City desire*a have the said Scoretioard erested witheat cost to The. City; told • upon execution of this Agreement, and in the event this Agreement expires before the expiration of the full twelve aaLM: r months in any Year, the monthly psymonts which would fall due after the expiretion of said lease shall be due and payable the first day of the lest, fall month covered by this Agreement. Adult a , **ions shall be deemed to MO4A has odulta attending games mho pay a full adult charge, but shall exclude all children ticket sales, sales to women on soacalled sfoodies NI4tits" when -woman are admitted in accordance with Amer/tan Association practices either free of charge or on su411, service char as are customary and authorised by the American Association, and ticket sales on occasions, not to exceed three par baseball season, when a substana tiel portion of the Club's receipts are to be turned over to a charitable organisation. Par such charity gaes, adult admissions shall be determined by taking the net amount received by the Club for ticket sales, dividing by the sum of $1.00, and the resulting figure shall be the total admissions for thot particular sweat. /t is further understood and agreed that the club may issue posses and may admit children. commonly referred to as the 4knothole gong* in occordance with American Association practices, either free of cheroe or on such service charges as or* austomery and authorised by the At- -ricen Asaotiation, and that such charges shall not be Included or considered as adult admissions. If the -le- amount due the City from the Club in any given calendar yoar exceeds the sum of twentrae an thousand* fiv ► hundred ($27.500. 0) dollars by virtu of the provisions of this r age * the amount duo the City in excess ef the aunt of $270500.00 ,*boll be payable to the City on the $t day of November o said ' a%a . The Club will, at its own coat and ass* provide all ticket cellar* ticket takers* turnstile). operator**rator** and ushers for its .a played at the premises end its own crew and a era for such cleaning as it as herein agreed to do. 6.2 All record. and accounts ef the Club relating to ticket salesand concession sales, incIud. iflij copies of its returns and reports med. for the federal admiesions taxes* shall be open to inepection at all reasonable times by the City* its ecceuntents iad attorney. At least aaaa each month during the mutual playing soon, the Club shall qty to the City k written report of its ticket silos during the pretedin9. wtondex month* such report to be Submitted in duplicate* kaa copy to be supplied to the K,. asion.r of Libraries aditorium* and OUS*UMS at his office and one copy to ha supplied to the City Comptroller at his office. Rosh Lich report shall be deemed orr t and fine' unless the ity or someone on its behalf shall give to the Club ritten notice of its objections thereto and the da aof within Slaty days after receipt of such rt. At least once each month during the effective orli of this Agreement* except during those are events or programs are co : ted at the tadi the Club shall give to the City a 'mitten report of it* concessions sales during tho preceding oollendar month. **Joh report to be submitted in duplicate* ono copy to be supplied to the CommissiOner of Libraries' Auditorium. and *Auseums et hit office 44d 4110 coPY to be ernliPlitd to the city Comptroller at his Office, gash such report shall be deemed correct and final units* the City or someone on its behalf shall giVe to the Club written notice of its objections thereto and the grounds thereof within sixty days after receipt of such report. 6.3 it is expressly agreed and umderstood by and between the City and the Club that ticket receipt* other than for ball garnet as hereinbefore provided, whether such events are conducted by the City or by an individual or organiration with the City*s permiisw sion, shall belong entirely to the City or to the City and the individual or organisation conducting such event* and the hall Club shall not bill entitled to receive sinY* thing from such receipts. Kowtow. the Club *hail req. ceive from such receipts an a-,unt to componsete it for its actual expenses incurred in supplying personnel to assist in conducting such events as are referred to in this parag,raph. The number of individual* to be supplied by the Uub for such ants shall be as requested by the City ox' the individual or organization conducting such event. 7.1 It is understood by end between the par. ties hereto that the amity proposes to eatinr into an agreement with the Spencer Display Corporation, which agreement will lee collateral to this agreement, for the strectien and installation of a scoreboerd for use in the Stadium. it is uodersteed by and between the parties hereto that in consequenee thereof, the City reserves all seivertieing rightt relative to the *core. board and may sell, assign or dispose a such advertis- ing rights as it sees fit. However, the City will not permit Chartgell• alterations or embellishments in the advertising on the scoreboard Which would be such a +Overture from standard advertising practices in stadia or a such a nature a; to interfere with professional baseball gams played in the Stadium. The City and the Club further agree that the Club shall have the exclusive right, during the period of this Agreement or any renewal thereof, to all adver.. tieing erected and installed on the well or forme surround.. ing the playing field et the Stadium,/ including the right to all revenues derived from such advertising. However, the Club agrees that it shall not permit ado* vertising on the fence or wall which would consist of advertisements t, nufectured produets Which are sold tn covetition with the products manufactured by the advertisers who have leased space on the scoreboard from the City or from the Spencer Display CorPorotious The. foregoing prohibition shell not *pp lY t manuloc4* tured productS which may be in ice ,.etition with any clock or watch advertising inetalled on the scoreboard, but the Club does as that the clock attached to thi scoreboard shell be the official vetch or timer for the St* Paul Nenicipal Stadium and for timing purpoaes in use at all events held in the Stadium* end no other watch, cloak or timer identified by brand nem*, product or copse which consists of the operating mechanism of a clock or watch shell be publicly shown or displayed in the Stadium during the ter* of this Agreement* The foregoing shell not preclude advertising on the fence or well or elsewhere in the Stadium at watches or clocks sold in cor,P, - tition with the products of the advertiser whose name appears on the score/D*1rd clock, so long as an operating mechenism is not involved with suah eduertisin9, It is further understood by end between the parties hereto that the adveactiser whose na , . appear* on the scoreboard clock may, in its advertising, stets publicly that the clock attached to the scoreboard is the official clock, watch or timer for the St* Paul Municipal Stadium and for timing purposes in ties t all events held at such Stadium* It is also agreed by tad betemma hereto that the Club *hall have exclusive rights to ell advertising co may designated as "b UU * vortisinv within the stadium pre *r and the rigs to all r A accruing there er tli billbotrd advertising within the Stadium shall be s e of- to , .reVal by the city as to lesa .t * desion and install. aa4 a ., , the club agrees that it Will not .*root within the StediUM proper any advertising which would be visible.. to the public frma outside of said Stadium* The Club ub * et to Permit the advertisers renting space on the scoreboard or clock attached three the opportunity of rentine billed space in the & i ', Proper Wen terms and conditions equal to tie upon which such spate is offered for sale to a eerleers, The Club also agrees that if the product* of an advertiser or advertisers i space on the seer so herainbefore provided* such at are usually obtainable in sports stadia. the Club will offer such products for sale in the l =- to Stadium patrons. It is also *greed by between the parties hereto that all revenues derived from tdVettleing in the parking areas. erected In connection with luting said tress, if any* shall be dee- -, to belong solely and exclusively to the City* 7.2 The Club shall have exclusiVe right. during the time the ?remit** are being used by it to broedeast. disseminate. reproduce. or trensmit by radio. t lev s tss n. telegraph. or ether wise. essay put or ell of the games perticipeted in by the stints at the premises. including rss1 . and t features or events. end to announce or transmit by telephone. t*I, s , or otherwise' rsss ports. messeees. or other information relative to any Part ar all cif such sss. and to sell and contract for the sale of any of tho above. The City shell hr in the Club's receipts from any of the sources nt . In this pas ra 7.2. It is mutually *greed that in the event devices and arrangement* shell be developed so that the Club** gamesplayed at the premises can be tells vise to viewers" arts upon paymeat by the vi of a fee or chart,* therefor. and the Cllitt dostms that it is for its best interests to televise through such do* viCsoli and arrengements. then and in that event It is mutually agreed that the Club, prior to entering into any agreements with respect to televising the Club's :eebel1 yaws through such devices and erg . . nts „ that the parties willthersuPea suitor into a new Agre** meat defining their rights and privileges and the divi- eion of income rss peetine such tel. c*sssts on terms mu is ally agreeable ta the parties. 8. The Club, during the term of this g went or any renewal thereos arcs to carry a public a ge insuranso policy protioting the parties her and the agents or **signs from oss bosom* of liabilaty that may bs incurrod by the partite* hors/to, or oithor of thaw in the perforrsance of this contract* wives such liability is imposed on account of in4ury to or dssth of a poroon or a ss . Such policy shall provide for a liability limit on account of any such. accident* resulting s bodily injury or dooth to one person of not less than fifty Thousand Dallas!** and liability limit on account of socidont resulting in bodily injury th to more than one porton of lass than On* * lion ', Dollars. Such policy shall also include all liability for any claim arising out of tho partaking or tiOrt of fob or beverages sold at the Stadium. The Club* during the tar of this AStfieakaat or any renewal thereof* a#al#44 tO a . carry a property damage insurance policy protecting the parties hereto from loss or damago because o liability that may be incurred by hs parties hereto, thoix agoras* assigns* in the per- L' 3.14404. of this contract, when such liability is imposad On account of loss or damage sustained by *thews to ro arty owned or ss a thole. Such policy shall pre,* vide( for s liability limit on account of each accident of not lass then fiftoon Thousand ($15, 4 , ) Dollars a.nd may, at tho option of the grants** be written on a fifty 450.00) Dollar deductible basis. .Certificates of ,..: Q * or copies of policies of f as above requirod shall be depositod deposits by the Club with the City at the ttme of assets ond sr s4Lc* Uy hereafter as dotorminod by the Corporation Counsel of said City. and shell bo in such to ss ho may require. it is agrood by and botweon the qty and th Club that each as to tha; other will bo considered o be sA independont 4tsts . and each shall be rOSPonsible for its own acts of ns ii s ncs. The City aoreee that it will indemnify and save harmless the Club from any and all damoge. loss or Liability of any kind t fryer by reason of any bodily injury or death of any son or by reason of injury to the property of any third person occasioned solely by any act, oniallen, no9loot or wrongdoing on its per or by any of its *Meters. ssrs.. agents. sorvents or employes*. Th. Club egress that it will indesmdfy and says hormles6 the city from any And all damage. loss or nobility of any kind whateoevor by reason of any bodily injury or death of any porson or by reason of injury to the property of any third parson occasioned solely by any act. omission' .act or wrongdoing On its per or by any of its offiCors. agents. servants or employees. 9. The City 494444 is pay all taxes. if any, loviod by the Stets of Minnesota or of its sum vi- don* or munitipenties on any property. reel or lor ps sl, provided by the City for the Club or its said team hereunder* 10. Prior to the fist home game to be Piave hereunder* the General 'manager of the Club and the Commis*. stoner of Libraries. *udjtsri , andae * or some"'. one designated to it for , shell ointly make a thorough examination of the premises* and shall prepare and sign a written list of any -corrections or additions which they eaves are nee.ed to put the premises in proper condition for use by the Cif hereunder* and the City" shall make such corrections and itioa at its own 40$t And expense t ► the extent it has as of se doing and as soon as conveniently may ?s* ear, thing contained in the foregoing provision shall require the City to make any changes* corrections or additions over end above what has been provided for by the original Plan. for the Stadium designated Drawing A'2 of Contrect Pans dated JUne l l956klo on i e in the office of the City Architect of the City of Saint Paul. The Club may mks or 441110 to be s, at its own cost end a pens** any ants or Additions to the press desired by it and approved irA ws,iting by both parties hereto* fah writing sail specify the initial and ultimate ownership of the improvements or additions. except as is otherwise provided in this Agreements any additions or improvessents each by the Club which co sti tats a part of the freehold shall be and become the -2 . property of the City without any obligation on the pert of the city to reimburse the Club therefor, in absence of an Agreement in writing to the contrary. 11. the Club shell apply for, pay fee* and obtain all permits and licenses reguirad by the City of Saint foul, County of Ramsey, State of Minnesota, or of the United States, in comae. tion with carrying on its activities in the Steams* including the operation of the concessions and the sale of t , rchandise approved herein. 12. If either the City or the Club shell fail to keep any of the provisions of this Agreement by it to be kept, or to mare any payments herein pros vided for, the ether party may, by giving the party In default written notice, cancel and terminate this Agreement as and from the expiration of sixty (60) days from receipt of said notice. 13, this Agreement shall not be sold, transferred nor assigned by the Club without the written c *meat of the City, not shall it be Can* celled except as hersinbefore providd* IN WM1\8 WHIP“'4, the City and the Club have caused this instrument te be executed this •26• day of * 1957* TUX CITY OP SAIM PAUL* 4“' , ',`OTA l- ay Mayor • ay co, , *Lwow o' L ffrrar es* Courttarsianad by., Auditmimni* and Museums * / th, Ads I i A., .4.10a;/4141 • ' ' ' cOttip re er' 7 City * * ST* PAM /ALL CUM* INC* By its , A p / i&Ltia proved as to ',Oro* Its #$S * Corporat on COWS, i FATE Of Mas&NIISOTA SS XXITY OP PLAMSSY on this dsy of * 1957* day* m oppawred Joaoph ii0 Onion* Savorin A* Martinson and osaph A. Okonaski* to we porsonally known* who boina sworn od say that thay or* rospostivaly the Mayor* ranio** Audited.* and Anson*** and City Clot* ef th* -49., * * Ottatteiva corporation* ant that the sal offixed to the foregoing i - trument is tb 1 of *obi City of ttt U1 end thot said instrusent vas signet end sealed on l of said sonooretion by oestberity of rasa. ,ution of tho Council of. gold City* known es Catunoil filo * • sod said Joseph E. alien* Somorin A4, stertinson and koseph 04 Okonesti at oknosolodgod *mid instrument to the roe act end deed said t corporations my *caomatisntion Mil Oft mnessorA. ss i On this clay of # "* fore ate tosstared nal J* * to ;weaselly :► Woo ping duly sworn* 41.4 soy that he is the President of the ;. Pam sada club* / . corporation has ne seals d *tot said i trumoss six , . on bohaif of said rporation by o ° .ty of its Board of Director** *ad said 1 Jones SC ga d **14 issotrustont to bo the froo act ate ed of said era ac. ftetitry Publics nessey Co** *inns 00 M . the brook lyn Itational League baseball dub, a New ark gyration* owns all of the cotta, . stock of the St Pam Sall tub* Inc..." a Minnesota, corporation* MMUS* the St, Pea Sall :, Inc, and the Cit aux have tentatively negotiated * use Agreement Under the t hich the t. Psi Bali club, Znc, Is to-hoperaitted the use of the b, pael munAcipel Stadium situated in the City of Saint haul* itter the ote,# tam of that certain Agreement bet C. and the City of Saint Paul for the term of Way of further t to the City of Lit Petal to enter int. the aforementioned use , Sell Agreement with the fit. Club, Inc. and SO consideration the advantages accruing to Paul Sall Club, lac,* the undersigned Undersigned tt ats the r of ell the capital stock of the COrporation does hereby guarani. the p , full and faithful .performance and L gall club* Die., during the .peried of January 2, 061, through i, 30, 1509, of cash "and ail of the conditiorm, performed siatentat to be by the St, Pam Sall Club* lac, a of the under the efororentioned use Agroormad between the City of Saint and the St, Pam WU club, :lac a of - jn! OP NOW YORK $5 On this tt4y of m *appeared /psi -r. rf the graoklyn National Lagua Baseball club* 4 New York Corpera.- ion* and that the seal 41f$*0d to the foregoing instrument is he corporate **al a sai,d Corporation* awl that said instrument as signed wad saaled in behalf of said Oe - tion by authority f its bard a Di , re ors* and said - ' '4" - *Id .4/ i 6 ti C-XN acknowledged *aid instramment c be tha free it and dead of said Corporation, ''''''''Iv rY ' . -• i tITRESA: i -- No.24.1039050 t NOTARY PUBLIC,State of New yoj \ Qualified in Kings County CI) ' • . zninisslon Expires March 30,1952 WHERE, Spencer is engaged in the business of manufacturing and installing scoreboards in stadia and other places where competitive athletic contests are held and conducted and is desirous of installing an electrical scoreboard in the Stadium to be used for the purpose of posting scores of athletic contests played in the Stadium and scores of other athletic contests played in other places at the same time; and WHERE, Spencer is willing to erect and in- stall a scoreboard at the Stadium and to accept and apply in payment therefor the receipts derived by Spencer from the sale of advertising rights, all as more particularly hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing and the sum of One ($1.00) Dollar each to the other in hand paid by the parties to this Agreement, the receipt of which is hereby acknowledged, and in further consideration of the terms and conditions of the advertising agreements hereinafter referred to, which are made a part hereof by ref erence, it is mutually agreed as follows : 1. A. Spencer shall manufacture and install for use at the Stadium an electrical Scoreboard (exclusive of electric service terminating at approximately the Scoreboard location, which The City agrees to install). The Scoreboard shall be substantially the same as that described in the specifications and blueprints annexed hereto as Exhibit "A". This installation is hereinafter referred to, for convenience, as the "phase I installation." B. In the event that on or before April lei, 1962, the franchise of a major league baseball club - 2 - is established in the 'Twin .t . area in aecordanse with the toms end provisions of Pare 2 A ( ), Spencer stall mall e a FNI,^ lot* tuft installation of work. described in the spesitioations 4 hluoprints horoto and 04 1,3.,E bit e« This installation. heireinetter referred for + e, aa "Phase II t . tise 20 A The City agrees that Spenser shall be entitled .onsation for the erection of the Scoreboard deseritted heragraph I A. hereof the mgt Or Xinteti e 4,00 liars plus an additional 41444X4:° t . as hereof in the rem 144111401P1 I) in Ilia of by The City* swats*Spenser hereby that to long as pa's t o tr. ro- saved by Speyer under the tomes et sertain edvertising contract* between Spenser t arena copy° of Whist is annexed hsreto end narked b "eft And twee Spier and the ?try national Rank or " n Paul* a national ass s ia 2 o' et Which is hereto 441144Mit end mares it s) :' t beer and The City* under the tangs >c the City will receive rive nundred (000•00) Dollars per year while mines, league baseball is played in the to ium, and One Thousand (410000•00) Dollars pier year it staler league baseball played in the Stadium red 33.0(400)) ohs if or or major league baseball ts are lust played in the , ti but the Stadion is coed tor other sports events* tor the advee clot* which will be attached to the Seerebeerd, melt payment* for advertising on the Seorebosoi and Vae clock will be and constitute " ' be applied to 4, 1 en Lo en- title to e resevered by ± .Parr ` ** a A*. ., end 00 hereof* except that in the event that,that tr .... his* ot. &jam ie ' baseball .:ub should, during the tern of this Agreeneort, be ditstattuatioa and " 'oltedtiled major league baseball genes he PIctreit Jzt the Twin oitias area but not 'IA the Stadia*" The City hereby to Per tieeeeer Mt/ ) Per rt bal- ance on ;boat installation within nine, - . atilVe et the t that said: ale' league el # commentees playing its ressier schedule ?' sane* the Twin Ilitioe area* s provisi c n Is inserted herein in order o , eirceste Sp • . or t a rate desrease Alm in^the advertising 06X t& VONA... (3) In the event that for league baeobell eliob should be established in Saint Paul or t e Twin Cities en or prior to April and prior to date* The City eleats to enter into an . with said sutler .+ baseball l • a ins the fol:cvis• said a b ° b is to play in the Stadia a WAWA of *eight maces of a Tr aehedale. or acne- alt ( or the genes (less any traction) scheduled ter ply the Twin Cities (shiSherer is greater)," or the fit year during i,ieh said franebisit is operate. in Saint t Paulo and (b) for the nest two years the City of Saint Paul. the terns or the aforementioned egreesent, s guarenteed that the nuaber of genes to e played in the Stadium by said miler league club shell not Imp below thirty (30) genes or forty t per eent of ices schedule, *lehevaiso. is $greateri ( the seating espeeity of the :as prior to the 001010steetteatt or the first seasents PUT brir *tad galer league teen, increased to sdninaa or thirty thous (3Q,000) seat** epee x« shell *mot end Install the additional scoreboard deseri„x. . , la lbohibit hereto Apart the terms and *mations hereinafter sot forth Paragraphs '2 and C. ,hereof* the event that raplarly seheduleti games xseler league baseball are played in the in stesordanee with the provision* Paragraph 2 14 Mk Auld Spinal anihes the Pia. II installation hereinberere raterre4 too Speueer shall then be entitled to ragemer as a -asutationi lieu of the anouat referred to in Per of One a Seventy Theaessd (*170,00. Dollars plus en additional amount to as provided in Par” C.* advertising rovesunderstood by and between the parties t anounte received by 5 revere* contract. under the use X inoteXiatift $1700000o00 portdacte price of the ?twee Kati,, *: In addition to the mot *pacified in eubpsregireptut A. or hereof. Spencer tthell oleo be titled to rester der advertising contracts a sum to throe (3%) per c ted upon the ditainistLing haste* the E , beard price as detimed a phs A. or y hereof 0900000000 for Phase I Seer ebeeri or * . or nee. I sc s ) uhich diminishing below* shall b* tweeted by omitting annually a price the p ,, • • arstricer by vs the oftertioereo It is oroprestio :stood by and between the portice to this Agrees*** that the City almil not be responsible for any tam* due Simmeer as interest under the terns or thin _ .Agreement or the agreement* betwesal Spencer the advertiners. being ^std that all sums mane avenger as e • t derived frogs the retteratos obtained Spencer the i s nein advarticoatoto Scores board and on the cloak attached timereboordi It is further by and between the parties haroto that all, revenue* derived from the advertising st., sates between ittpeneer sad the advertisers e e d to co Paragraph 2 A* (1) , ineluding reVenuell derived the eAvortiaing on the oectrotommod clock forth in sold h s., cot 41.011 be credited bi se age,tost ''el/c► price of the Stiortoboard. the wren that Spotty mokoo Phase II instartatiors awl" as result of a decrease the lumber or settoibiled, nsior la base Sams Owed in the d to s then or loss then 40% of Twin S* salinduln. Speneor amble o e- stful, under adeertiging oontracital OAS tall prints of said nom inatellatten .. *170.000 plus e e ) durins the term of this sgresesonts the City upon t scion prise of e aid hate* 11 instalation and the terenst recoverast thoreon by Spencer undo, advontictris fitatstracts. 30 The term or this Attreatent for ton veers frets the date hereof, or until APril 14, 1967, ishichsvor is $ tiniess sooner Unattested by sartual oonsent rein or the defeat of Ono of tho parties harete or terminated the n of ststoperograph, * or oxtendesd luster the prortstons or .subparesnwhe So Co below. B. Ito ' the *Yost or a bro*ohl or stivertisor or y i contract bet y tlasers and Spossor * Sponsor, is . bilo to roc r t a the AIMS provided i Patligraphii 2 A« or Ss rims said adviortisiss otostracts with* Os terst or is Agyseisszt shall bs sattoistissa4 sztattibid mil such tilts to Speiser have rosoovers4 tho run sinconts provided in sat4 Peva.. u ' „oti '• 7 Ilk C. to horeleottOr , M. of tthis :o► be ottootsttp omt It bet entitled d,:M;1 any advertiolos otottotoot Amite by Spoottor porouttet Airooftehtt i. the rooreottonal o In thirty (30) rooson . civil Ototurbotoof sorostueootel . iti "or by recoon of tO the fir** tho atootitos for t athiotto eve** winter eamepto4 t _ „;. eon,* trot of Spetteor# or At" etettiora *Ow* pooled, rootteo **use* the tore ca tasto twoosoont . of *ay eavertt ototreat ov oontroots C,,i..v- r ce 11 f, ObAlal at trotter*a otoettoo ' " tottonded for it porta owsporibto. f" the otoodpotot or t '' oosp000toott . ottestitostio bitting bas volt thek obAs :* ter the loot fell oelositer at h* Stet ' . woo* ' shall be, on toterroptton to the edvortletes pooled ttoottractod for ' a '' :. lose*, Alotoge. tlootrootton by fire or I., oft** toorootty to Moo. floortoteexit. the 44itorktoLias port** or oerteits thou la *fleet shall be aut000ttoolly oxteollett for sstituti ottocokribto from Ow interruption. wad t. n for the lest slender year of nornal opOratiere of the The city ria.torraa,unto se's t right at anr time to taratatta. thio Attraaatatt e: to Speratar ot City's ittaatits, ternisutto the +sue most "At ,t100701. ifiert**, of any .tasounts, 4u0 Speer fer U. purchase price et said .hoorebOar4,0 providoi of ot tide AgroonOnt." untie**et accrued *0 esti keragreph 2. date of taftli.0.' this A y. dponeer bOreby that it will Carry in the ogreeuente between Spencer ours , , tom; thoosseer to assign to City all ,rtghts of SponOor der t * and tpestoor farther oaf that it The City deeiliea tornineto this. agroonents paying to Sponsor to p o f said board as hureinhatere, oat'forth* that will s i rights under said a ;..:r *greenest** City., The City eDvenente and agree* that: in the tweed, ot as ;, . City will and :per»* Items all the obligati' said *dives tieing agroolcuot 4. Nneept es heroin othervieeprevided, p lul . , the electrical seoreboard and the: right to g .nt th000 lebrortising rights to one to four* advertisers, mablost to the following Cond. 4, 9 A. Spencer r : a tluat the advertising space used coneso4ion with the Scoreboard l be restricted to the alma specified tbi.t 'A" during a Phase I operations and in Sabibit "W' dry the Ph woe U operstionai Si Spenser shall have the right tO pelt the is sad privileges in the advertising as to be used in connection with Scoreboard under this Agree.. meet to any advertieer or advertisers selected by apelleOr, Vhafite advertised ae d me to fell. within the following categories: banks or financial institutions, cigarettes* a s (reatrieted to soft dr a end beer)* raters and blades* radio and ttelevittion, tlans pieces, gasoline, food products. air and ground transportation* soaps of all types and nonv.intiuste clothing. Xt is understood* however, that the categories of advertisers are net late to those listed , but that as to others net listed, The City shall have the right to approve or re- t the advertising copy sought to be di ll. said advertiser* provided* however, that The Cdr *ball edge t o roars to advertising standards end be guided by the advertising stars staintained in major leaigue stadia* C. The City hereby agrees that so long as Spencer shall have advertising eta hereunder* the ovbibition or isplay of advertising a hiCh. can be seen from any seat in the Stadium shall not be peraitted in the event of the nuts* n instausittou, unless such ►e approved in writing hi spot. lo .. (I) During the -10d of the Phase+ I instal*. tionir the exhibition or display of advortioing whit* can be seen from any at in the Stadium (having reference to bill. board ***attains on the tom* surrounding the lacsoball plcrias field and in the sooting *roes) low be permitted by the CIA/ praidood it do.* not consist of advertising of inanufactured products Which are ccopotittvo to the products manufactured by the advertisers who have loosed spec* on the Scoreboard trim avower* (2) The fasseing. prohibition shell not apply to sounifsetured products Vetch may be in oespotition with any clock or watch adVrorttatus installed on the Storeboarto liowecciro The City agrees that it will not permit ettorttaing of itre slats O *ta .zid.thin the Stedisca *WI advertising would have incorporated in it, in any ulanneal, the operating mechanism of a slink, or watch tor tUtlas purposes. (3) The City ogre.* that if the products of tbo advertiser Or adu6rt4ara mains the space on the Sore- board horoinbotore provided are such as are usually cAdcin. able in sports stedia, such produeta will be offered for solo in the Stadium to Stadium pa/tr . Do City woe* that it will retain in its agrammuct with the professional baseball club using the **odium or with any other person, corporation or organization sponsoring *wont* in Stadium* a provision the effect of which woad be to portal* the advert is 1,4 tag spas* on the Sooroboard and olsook the 4 " ty of renting billboard spites in that Simcilum prop*** and display advertising underneath the stands on terms 404 sittegitift* *pal to those upon 0, xi .0 sash opeoo is offered otter advertisers* S. The City agrees thir4 tbe iolvertising ard and the sign*openly* displayed and shall bo sPtMe shall e when .sottocomery• all major ;* including pr.orositionolt basoball somas. bold in the Stadiain during of this . w . wiles* the sponsor of a titular to to bold tho Stadiett objects `to the tsdvortising of f or +r; the Soorittemed, ich Win:, The City would net roquired to illuminati* ths objectionable. advortising on the Seoroboard* authorised ,10* at 1141,0.4 that am,' advertising sign shell tall f said Scab without *est or eriponito . eito' City' and The City .a that slate that retain'this e its i .or or ad. i bars to alto, or change the elvortioing on the Scoroboord and shell have *c sa thoroto ter %tat PurPtinto providod that such altoras tip shall be approval The cif and dull contain of advert 14110 confismos to the provisions .of Porograph 4 S. fact ao to .010niteit or initiator. with protossienol base,- ball ones played wit `, ' 7In the stacufsistatro installation of the electrioal Soorobeard all the work shall bo done geed and ..stiosbmaulliso manner and that said olootritial. ► ll be completed . 22 afr that-tato llod to or *Worst April 250 1901 *v1444* however* ee of said i is matorially '} epidemic, labor dispute* gorestatentai or court fir, Or der of our other Ittally oonstitutod authority* or of tied or pie :, * riot* ei on or . 4f, other to : A ` ro ot Sponser r OM not be liable for the dew, 04 tams otorotti4 date shall ba oxtoodOit by t . the period of suoh delay* eor w a that said oloctrioal liceriboard trips tem way dontoots at woloutaship and natorials tor of I its etWootitss and installationi. dpencor . said Searaboird dories the first year of its ' io Attor said (1) /oa. Polled, The City 001 t o electrical 'Scoreboard audition end. in good state of ropair inoOtat 10 roortari ,� to rte. The tats as. far as is prosticabla* protect thou So b ,, on4 any advertisios :. fr af bled , end 4041 :beep Ube aseroboard fro. and clew sockumtoot lid or ether linos* attachments and onetuatance** Swayer ill, Insofar as it; refutably proeticeblei protoot the : +o oraboard-fti IOW itobertlikteg areized thereto, ant hoop the ' lions* othor lid, attsathsontts and esombrancel , 40 It shall at all tines bo the duty of The City or sesosno .,tom by rho OUT to provids -. 4 ' '' ', i 1" - 1t' : I' L • 1 . silty' amitts**.t. good • . * *OØ t ' 41.404 4erioo ' o itilt,ir tat" vol.. atia, nies or tgbo ' . ntt' litfotirottli ,or :l cam'. a `.' ., A to osier .. Ai:it 3A1314_ the* the sport 2,0 *Soh. ottego.fet U taw liolotioo es• .y ; - ` , if d .itvoll Cam, bow vi *elf * • t ' : pp i at O y *,0 " awe* a "' ?toi' ' . Illoo City o • ., 'goal toss - ro' ir., . *g . o a. Or h i t k, ,;"' M # a • . ; *cola. �) c• • a. ' • �l It *-94th i 7 otp; i. City IOU #dvottiO4it 401.0;4040,0* otit***Imit so#H-,.otosiii,,ii3O* pito;o10444#40 b 4 #0a Thottitaxii 1 'o 0 in � ,o=ler4r.k*:::"4641, re**004X* ***"4:.$0*,$4044,1)*topepot,"1:1"4 "4tHzplopi,ro#,' '-''''47tros"*".,,,,olk„,:,.Itue. "4 400.04 wtith*, r • it " inetellikow 1}► 1 40#14, *goo itity X.03, "rote**, roat,rionyvv. the ' t . '` . mattes con "' e 1 Zst,. t od i 'tom ` - ' o *t its optcttot Aistrid, ID *woe or the cleitata,, The '' U O ittaims tie ` o to 0114tre *13* r eh4a1, ionntlitotpe *is 400010* ray air rokiliot y Tioo at Astr000kno, irsr iosoruitis" loetti,sosit to . Ohs 4 ",#M �P i tom, . ot the Soinfetteet*O1 in` sioroeit .. - • 0; PIXilt *41 r,#41k. :0, tul` !+ oftb,Set te.`r � � By c 2. ld *al 11,1041.401r,r e e' e icor -. o a ma *a* MoortiOoto, to got U. tts' * r ri404f ` ,Orit +fie ?. ' *n *W *14(414 t11433W#1 ". YI rl cif`or tato ate. . latvorosla or . . *itiothtttiost ot this r r , .. Proper woesoktioe 40)rdiork tor aosoto4s or stop** (60) ttottApt title ' 11;*r th0 0401104104004, Oa* nor diavoitrAttiolt otr iaw to o , tty' o s A. that is fu, o , cut, t obi' Mom. *Li lot the t 131, LAirott000tt sod, *Opt/loved osoi ocoodonto witla the laws. . , . G• `'to Ita , of sold scintiour *. by tit* "fir 234t ft* ;` that tbe neat** n it "do** not viouttoo nor ire bi * impala ; wow** to *toy City to * pokrtrit etf Idottlitt binding it. 114*. ilAto City /woes to dotitoor lipottooKri o or isi . ** low be" row orirtiono* or lottitot000tot Ohl* A ikur oe oloottoc.wot ptorotttotowi to. bo Lyon a.h rf& 1hF l be ii t to , to t= ho gibs the ** oo* or olosostttortt 14* ltalooPt IL* to t srrtriPifiod, thio . ,.. aoolitstblo .ei : br 1100320314,r City without the : consent the tuts latthosit soott ioottooxott sp ( . Scoreboard -tho per r **sign 4101#010114111t 0 ed w• ww► • with *t e < k ' ,, otott or rout tthe oitItoottittot.fright* or b ' " cwt . ; ; '" .. or tit* • prime advertiser, U TAO reot be : as t Of soolt , vor : At* tout* toe,iogissoest .44tiworr, ooroltteri ee tr • ..: * , ti*o a±tri in at th U. , of ve . . is t*' sos000lt. coti000totifi.00d. or too . Wit. , l _ O , tor or won ', tax, tttorOof ObOtt be vesopttir Oi`t ' too* pormot.44 proper* a . or Or : r ate' s homer, . "4 Sate othor , o . nt a .. t ,e lod a *ball erne by ',ate 'a `.` ' , .. Offices t x,. a o k( 1 0 � , J y / .f, t : dii AA. .!!t L� i ''1/1•01-/4‘4/t.)1 fir,. ')Fr • • 0 LA 012‘14 Or '10 .. 4 la* gimpteiggoili. ** :$.0;10$34L*11$ . - . Jo R« O ' , ' ire r ;� duly sworn did say that they sr. respectively the Condos:donor of Libraries* Auditorium and )141500a11. and City Clerk of the City of Sew Paul. a municipal corpora- tion* and that the seal affixed, to the foregoing moat is the seal of aaid City of Saint Paul* and that said instrument was signed e sealed on behalf of said municipal corporation by authority or resolution of the Council or said City* known as Council Pile No t. and said Joseph L Dillon* S ver n A.• Nort ins+ n and Joseph R. 0300304d acknowledged said instrument to 'be the free act and deed of said municipal corporation.• 'Uteri' ublic; 140104`.Co.0 'Minn. ,. COMILUSIOZt e STATE 4 ''. O ) this .2 day , l9! 7* before no appeared Charles W. Ahe and • , to e personally been*. who, being duly sworn* Aid say that they are the President ex'etel, respectively* of Spencer Display o et * and that the seal affixed to the fore. going instrument is the corporate seal of said corporation* and that said instrument was signed and see.led in behalf of said corporation by tutbarity at its Board Directors* and said Charles • Gilboa and Edward •J.• McMahon, acknow- ledged said instrument to be the tree act .and deed of said corporation. iLl ,:.. .... =sun 30 / J� ALFONSO LUBRAr O Votary Public, State of New York No. 24-7612950 Qualified in Kings County .. op berm Expires March 30, 195 g CE4t: FILED /.✓.✓y. roCN7 ,e.. SSW OVIPI :.(0Itimil)0 * * WO" *kola* • •• tkoakottatt ti:ta tialikarallaut karaa4k401 tibaa.kt abaw4s4assiattai 40000.0t torkt.iatattitt'o* (or***Attar) 64101401001.or klakoirta0,.alr*t.''kaOt#;.Aattakaa4 virth itt * agita too *saamo, • ..• • • kottorciat uilkata.'kloak toraikarati;VA.'riot.araapataa at titiollortasajttlytt$004. ara •ta-61*****Ctrla tatotatkatat piaaak. kat** oat avas*** ft ok00101,4kav ookaa-**-6*, biltaeOag Oa ' • 241040 *toot p000liog ' 1 liaa$000, kit asookila Oltioaktt o$* Lou 400 bo iatarp, ..,„ ablialrabk at:1.004 oat **,4000*****that 0440 A WA'Ot 76 atarion140 *Okra*ad soasetatakt* to k *osool. Woad tat tika attalootket tokt, at the kttoo lat aktrabokite • tat*** root atakkriaa *Thot,ak ark,* yettaat atot Otbor Utak* ottagootala Oal to b. 10400 44, lootaskaat .4* t St*.• f ak 0 *to bo ittot1 lit4 4*******00tao 'tiara** Obt4 44Att La to'toe latitat* to prartda saga! ,aokraat fortakka-.04 woostata4 SIMS. IV • itt.*******0,k ba W I kisk# ktilkeatara# kik* taw pottoozoo, ooattog Stakki UI '000%,**OW" .1*- to 1**.ao follkot L- Sok Oak Soartut " *kW* *oaks *, Akt • IOW **at Moo 0 • *5 V001.1000 0 * 00/400' :0* 0 • 00 100 •• • 00 40**Mitsio**thioe 4 40040 0 " _ 0 . Ust -- ._ *Item At . -it or I *** **Mud yeov!.** WU .o ' ****n. fooilisiso potAtttOt f Obi oyaittosi. 104401110blett £ 40 t +lam los obootos the 10***404 oe the 4444444141 with.listraythe SO bitiOth o tot of o Ito ot the iii '"' t *40° ifiraibbaktlit Slatattid 004 001044044. 40,11144000 toith ovum r to ,be . City Viintiegdait 144. rs il * ottiolteet ot 44 wet* off* swift' " ' t ' oisAt swot. it : ice t ete ` *ors is to b. ithosiesto4 with *4 14444 41 4141' _ . ,f . SIOSOMIO � this teitstistles is tot#, 1 the by The Ci st Oodriesti insitilied is lasivoiyh 1* As of this. esetinit. A ogyeeise-tit** 014'itsiggint details of the'0030gginitsigi nit* A event* p ibeito 141 dicaLls *Artie 11011,0014011 to ! r * . 41*.#1*,;.mothitfilicu MwMI I ti4asi 'c r .fit decite wood by Oceania. gissiitig scoot, `stinib ' . I so 4140/104.210101 * PM* n speginitotsms so It* 4444444444.4. p tolidoit A Wool , : to t000ttoo* awl OA dot l � s� a with 14, 99 . to e40444 of Itipmestms 111444441, 244$40 /444**** Tato* 4444444 **, b* 1***061041= ► Wms . 448.4110.1 Moto (4) dasoil A� . ate (4) 14t pos4 4 44 to sootillei 44 44044440 40244 *la gamer 4.414444 14444 (3) Alt milint****1 44444444441 opik 40,4344 by soh 1444412441.4 114 44 to 444044101 too s Ottrt of She 05 to the s$ ,4 total 444 444144244 c priat .446444444 mot 4044444' d t . 4 - EXHIBIT "C" AGREEMENT THIS AGREEMENT. Made this day of 1957, by and between SPENCER DISPLAY CORPORATION, a Now York corporation, (hereinafter called "SPENCER"), having its prin- cipal place of business at 971 Madison Avenue, York, New York, Party of the First Part, and THEO, HAMM BREWING CO,* a Mina.- sota corporation, (hereinafter called "ADVERTISER"), having its principal place of business at 720 Payne Avenue, St. Paul, Minnesota, Party of the Second Part, 'T"NESSETH WHEREAS, SPENCER and the City of Saint Paul (hereinafter referred to as the "cm"). have entered into a contract (hereinafter referred to as the "Scoreboard Contract"), an executed copy of which is attached hereto, made part hereof and marked Exhibit "A", whereby SPENCER agrees to install a scoreboard in the Saint Paul Municipal Stadium situated in the City of Saint Paul, Minnesota (hereinafter called the "Stadium") and is granted exclusive advertising rights parr- teining thereto and certain other privileges; and WHEREAS, the Scoreboard Contract contemplates that SPENCER shall recover the cost of the scoreboard in whole or in part from the granting to others of the advertising rights therein and other privileges granted to �° a.ENCER and WHEREAS, the venting of such advertising rights is approved and authorized by the Scoreboard Contract; and WREREAS, the ADVERTISER is desirous rous of obtaining the right to place advertisements on said scoreboard; and wiTEREAS, SPENCER simultaneously herewith has executed. with FIRST NATIONAL RANK OP SAINT PAUL an advertising contract substantially similar to this Contract, a true copy of which is annexed hereto and ' erked Exhibit *"Bra and hereinafter referred to as the Exhibit ",R4" Contract; NOW THEREFORE. in consideration of the foregoing and of the mutual promises hereinafter contained. the parties hereto agree as follows: 1. (ar) Conditioned upon the prompt receipt by SPENCER of the payments provided for in paragraph 2 hereof. SPENCER hereby grants to the ADVERTISER, for a period of Ten (10) years comment,. tug April 1$, 1957, unless earlier terminated in accordance with the provision* of paragraph 2 (d) hereof, the right and privilege to display advertisements in connection with the Scoreboard provided for in the Scoreboard Contract to the extent such advertising rights and the privileges are conferred upon or granted to SPENCER under the board Contract but subject to the provisions, limitations and restric- tion* contained in the Scoreboard Contracts it being understood that no other advertising of competitive manufactured products shall be permitted in the stadium within view of any seat therein (having refer- ence to billboard advertising on the fence surrounding the baseball field and in the seating areas). (b) Said display advert#stntents shall consist of a painted bulletin or bulletins. the layout and copy of which shalt-be supplied by the ADVERTISER. but SPENCER shell cause the same if approved by the CITY to be placed in the advertising space designated by the Alf letter ,4 ._. on drawings SD-3S-BA (revised March Is, lgtl�) a.�* /64 SD-S-BA (revised March 14. 1987), prepared by SPENCER DISPLAY CORPORATION; it being understood that this Agreement entitles the ADVERTISER to the use of all of such space so designated on the said drawing, and it being further understood that said space shall be a minimum of approximately 600 square feet in a panel approximately 24' x 26' in the case of Phase I installation and a minitnurn of 450 square feet in a panel approximately ly 12' x 37-1/2' in the case of a Phase U installation. The installing of the display advertisement shall be at spENcEsis expense during the first year of this Contract and at ADVERTISER'S expense thereafter. The ADVERTISER agrees to pay SPENCER in advance or reimburse SPENCER for the cost of each installation after the first year, in such manner and at such times as SPENCER may determine. Any further embellishment to the advertising display, electrical or otherwise, if approved by SPENCER and the CITY shall be installed at or in connection with the Scoreboard by SPENCER but at the ADVERTISER'S expense, 2. (a) In consideration of the grant of such advertising rights, the ADVERTISER hereby agrees that the ADVERT .R shall pay to SPENCER, promptly and without any offset. the following amounts at or before the time sat forth below, via. The data of the completion of a Phan, I installation:(as defined in the Scoreboard Contract) or April 15, 1957, whichever dais shall he the later $5,000. 00 April 15, 1958 $5. 000. 00 April 15 1959 $5, 000. 00 April 15. 1950 $5. 000. 00 April 15. 1961 $5, 000. 00 April 15, 1992 $5. 000, 00 April 15. 1663 85. 000. 00 April 15. 1984 $5,000. 00 April, 15. 1955 $5. 000, 00 April 15, 1906 35, 000. 00 (b) In the event that the franchise o! a major league base- ball, club should, during the term of this kgraemsat, be established and regularly scheduled major lee baseball games be played in the Twin Cities area but not in the Stadium, all payments due thereafter under subparagraph It (a) shall be reduced 50% and the annual payments shall be $2/ 500. 00. (c) In the event that the franchise of a major league base- ball club should, during the term of this agreement, be established to Saint Paul or the Twin Cities and (a) said major league baseball club is to play in the Stadium a minimum of thirty-eight (3$) games of s TT-game schedule, or rise-half (l 2) of th. games (loss say fraction) scheduled for play in the Twin Cities (whichever is greater), (ii) the Phase II installation referred to in the Scoreboard Contract is made by SPENCER, and WI) the seating capacity of the Stadium i m is, prior to the commencement of the first season's play, inc eased to a minimum of 30, 000 seats, there shall become due and shall be paid by the ADVERTISER to SPENCER on or before April 15 in said first year of major league games and on April 15 in each subsequent year during the term of this Agreement, the sum of 31, 500. 00 in addition to the $h,000. 00 payable under paragraph 2 (a) above, making a total annual payment of $12, 500. 00 provided, however, that in the event the major league games scheduled for play in the Stadium in any particular season thereafter drops below 30 games or 40% of the Twin Cities' schedule (whichever is greater) the annual payment is be made by ADVERTISER to SPENCER for that particular year shall be reduced to 50% of that which would otherwise be paid, or $g, no. 00. It is understood and agreed, however, that in the event of such reduction SPENCER shalt have the privilege of procuring from other advertisers, within 30 days after the season's schedule dule abed, bona fide 4fers for the space occupied 11.1 Z*l:MIPS DISPLAYS* and in the event such an offer exceeds the reduced rate to which ADVERTISER would other- wise be entitled, ADVERTISER meet such bona fide offer or pay the fait; rate of $12,500. 00, whichever is the leaser. (4) In the event that any of the payaments required by this paragraph are not made to SPENCER when due, SPENCER, in addition to any .r remedy available to . ;_NICER, may on ten (10) days"' written notice to the ADVERTISER, terminate this emeaet by reason of such lice-payment and all rights of t.. ADVERTISER granted herein, or arising . ,w r shall cease and terminate on the date specified In said notice, and SPENCER shall have the right to remove or replace, any of t ADVERTISER'S advertisemeats or signs attached to or affixed to the Scoreboard. 3. If the Exhibit sr Contract is terminated ted ' reason of a default by the Advertiser in the Exhibit "B" 'attract, SPENCER shall notify the ADVERTISER under this Agreement (provided the ADVERTISER is net then in default) of such terrniusdion and the ADVERTISER thin a period of thirty(30) days from and sitar such notification xel have the t (2) to notify SPENCER that ADVER- TISER assumes and agrees to discharge the Advertiser's unfulfilled obligation of the Advertiser under the Exhibit "E" Contraet, or (ii) to procure a., that* advertiser satistact ory to SPENCER who will agree within said period to assume and diseharge such unfulfilled cobligsUctu. If within skald thirty (10) day period the ADVERTISER has not done it her (0 or (U) above, SPENCER shall be entitled forthwith to termi- nate this greement and any and all rights of the ADVERTISER here- under. In the event of any such termination by SPENCER during a phaying gessoes SPENCER shoat refund to the ADVERTISER that part of the tee paid by the ADVERTISER for that season Witch bears the same proportion to the total season's fee as the proportion of games remaining uaptayed at the time of termination bears to the pules already played during the season. 4. (a) The ADVERTISER hereby agrees that if, in the event of any breach, repudiation, cancellation or termination of the Score- board Contract (other than as provided in paragraph 3. 1) thereof) by the City of Saint Paul for reasons beyond the control of SPENCER, SPENCER. is unable to continue performance of this Agreement and to maks available to the ADVERTISER the advertising space on the Scoreboard, SPENCER shalt not be liable to the ADVERTISER for such failure. but such inability on the part of SPENCER so to perform shall terminate any further obligation on the part of ADVERTISER to pay the amounts provided in this Agreement. (b) in the event of a termination of the Scoreboard Contract by the City of nt Paul under paragraph 3. D t1'eereof, SPENCER shall be entitled to gn this contract and all its rights hereunder' to the City of Saint Paul and the obligation of the ADVERTISER to SPENCER hereunder Shalt in such event he due and owing to the City of Saint Paul. The provisions of this subparagraph shah not in any way derogate or limit the right of SPENCER to assign its rights here- under to any other person. (c) in the event that the term of the Scoreboard Contract is extended for any period by reason of the happening of any of the events specified in paragraph 3. C thereof the term of this agreement and the advertising rights granted herein shall be extended for a similar period. 5. Should SPENCER obtain a renewal of the amore rd Contract t beyond the termisuttien date of said contract, plus any extensions there- of, .RR'CER agrees that provided the ADVERTISER is not then in -6-. default hereunder. SPENCER will not sell such advertising rights as may be granted to it without first offering to the ADVERTISER the opportunity to acquire such riffs upon the same terms and con- ditions on which SPENCER proposes to offer or sell such rights to any other advertiser. S. This agreement shalt not be aasigned by the ADVERTISER without the prior written consent of SPENCER. Any involuntary assignment effected by operation of law sit entitle SPENCER forth- with to terminate this Agreement. Except as hereinabave provided, this Agreement shall inure to and be binding upon the successors to the parties hereto. 7. The ADVERTISER expressly acknowledges that the rights granted by SPENCER to it in this Agreement constitute the cols rights granted to the ADVERTISER in and to the advertising space at or on the Scoreboard and that the ADVERTISER has no rights in, to or under the Scoreboard Contract. 8. .`{ on d the transaction representeed by this Agreement or the grant of the advertising rights to the ADVERTISER, or any of the payments required to be made hereunder, be subject now or in the future to any assessment, tax or impost, suck assessment, tax or impost shall be and become the obligation of the ADVERTISER and shall be promptly paid or diaaecbsrged by the ADVERT k + R irrespec- tive of upon whom such assessment. tax or impost may be levied. Excluded, however. from the foregoing shall be any Federal or State corporate income tax applicable to SPENCER. 6. If at any time during that term of this Contract it,shall be- come unlawful under federal, state or municipal law„ regulation or ordinance for ADVERTISER to display any reasonably appropriate or trade accepted advertising to accordance with the intent of this Coutract, -7- the Contract shall terminate and ADVERTISER sit not be reqatred to rn.ake any farther nts hereunder .ant to the effective date of any such law, ties or ordinance. wrnassa w ; .. y -each of the parties has eaused this Agreement to be executed by their dui altthorise4 officers, the day and year first *bevy written. SPENCER DISPLAY CORPORATION Attest: t: kka/Uk ;11/ ,A; itA) •. THEO. KAMM BREWING, CO. Attest* By EXHIBIT "D" AGREEMENT T;; "nm AOREEMENT, Made this day of 1027, by and betWitatta .LAS CORPORATION, a New York corporation, (hereinafter called 'CU').,, having its prin- cipal pie of business at 271 Madison Avenue, New York, New York, Party of the First Part, and FIRST NATIONAL AL BANK OF SAINT; PAUL, a National iatie , (iwreinafter cal "A V TI "L having its principal place of business t at Saint Paul, Mitmesota, Party of the Second Part, WITNESSETILI , SPENCER - the City of Saint Paul (hereinafter referred to ate the "CI''"), have entered into a contract (here: ter referred to as the "Scoreboard Cordractls a an executed copy ch is attached hereto, made part hereof and marked Exhibit "A", whereby SPENCER agrees to install a scoreboard the Saint Pant Municipal Stadium situated in the City of Saint Paul, Mittneeota (hereinafter called the " taditeaa ") and is granted exclusive advertising rights par- taming thereto and certain ether prrivibtesc and fie*REAL the Scoreboard Contract contemplates that SPENCER shall recover the cost ,of the scoreboard in whole or in part from the granting to otters of the advertising rights therein and other privileges granted to SPENCER; and WHEREAS, the granting of sigmh advertising rights is approved and autherised:by the Scoreboerd Contract; and WHEREAS, the ADVEATISER is desirous of obtaining to peace advertisement* on said . rd; and WHEREAS, SPENCER etis fir herewith has executed with THEO. HAMM BREWING CO. an advertising contract substantially similar to this Coetract, a true copy of which is annexed hereto and marts Roil "B" and hereinafter referred to es the Exhibit " Contract; NORM 4;;r" F,+ s in conshieration ot the tare k , ., and of the ut t preemies hereinafter;ter come parties hereto agree as follows: 1. (e) C timed upon. the prompt receipt by SPENCER the peyraests prtwided tor in paragraph reof, SPENCER hereby grants to the D , for a period of Ten (10) years commenc- ing- Aprii l$, 196% sales* earlier terminated la accordance with the provistons of paragraph (4) tetreelt. the rim and privilege to display advertisements in c. a tion with the provided for in the Scoreboard Contract to the extant each advertising rights and the privileges are conferred upon or granted to SPENCER . r the Score- board Contract but subject to the provisions, limitations end restric- tions contained in the Scoretheerd Contract; it billitg understood that no other advertising titive suansfactured products l be permitted in the arts within view of et aey Seat therein (having refer- ence to billboard advertising on the Wee surrounding the baseball field and in the seating areas)* Ile) Said displsy advertisements shall consiet at a painted bulletin in ear bulletins, tom. layout and of which Shall be supplied by the ADVERTISER, but SPENCER shall cause the same if approved by the CITY to be placed in they advertising space t by the t Settear ,on dreg tom- p- (reu d earch 140 1067) and, SD-6-BA (revised March. 14, 1037), prepared by ENCER DISPLAY CORPORATION; It being understood that this Agreement entitles the ADVERTISER ISER to the see of all of such space **designated the said drawing, A. it being further understood: that said space shalt be a -2N toix&cum of approximately 800 square feet in a panel approximately 24' x " in its ease of Phase I installation and a minimum of 430 square feet to a panel atppr =Only 1 " 31-1/2' to the case of a Phase II installatiots. Tim installing of the display advertisement alt he at expense the first year of this ract and at ADV =MIPS *sponse tberestter. The ADVERTISER agrees to pay s ENCER in advance er reintimrse SPENCER for the cost of each installation after the first year: in suck manner and at such times as SPENCER may determine. Any further embelliehment to the ve display: slectrtemt or of if approved by SPENCER and the CITY shall be installed at or to connection with the K Ord by SPENCER but at the ADVERTISER'S expense, . ( lie: , atderation a the grant of such advertising rights: the ADVERTISER hereby agrees that the ADVIOVIISER amt pay to sPzticsito promptly 4 without any offset: the following , s at or ., the time set forth below: eta. The date of the completion of a Phase I thetat tt (as *Owl n the Scoreboard Contract) or April IS: 1057: whichever date shall be the later $50000, 00 April 150 1938 0,000, 00 April 15, 1059 $5.000.00 April 150 10.0 350 000, 00 April 15: 1081 $50000. 0 April 15, 1982. $5, 400, 00 April 15, 10 : , 000, April 13: 10 , 000, 00 April IL 1085 :000. 00 April 13, 1088 35,000, 00 (b) In the event that the franchise n, major to base- bail club should. 4 the term of this Agreement. be estn l and regultey sehedeled m a j o r league baseball ._. plarel in the Twin Cities area but not in the Stadium. all payments due thereafter ender eubparagraget 2 (a) at tell be redweed the . x t pe nt shall be $3.500. 00. (e) D3 the ant that the franchise of a leveler league ball club should. eri the term this met, be established in nt Pout or the Twin Cities and (I) said 834014 league q elab is to play in the Stadium a U es ef a 11-ipacts schedule. or ortehalf (i/ ) of the game*(less Syr frostiest) seheduled for ply in the Twin, Cities (whichever is rams :. (19 the Phese : lntlon referred to in the Seereheard Coeirect in mew by SPENCXIte (ice the Avosting capaeity of the Stadium ie. prier the c set of the first tatateetes play. ittereased to a minimum of 30,*00 ow s, there shall inn dee and shall be by the ADVEMISEll to epeNcre c►n or before April 15 In fetid first year of mfr league games and en April 15 in each subsequent year during the term of this Agreement. the ' $7,550.00 in ti ,to the $5.000.0 payable r nr f,, �, (a) Above. making a total, anneal payment of Sint..$00.0 provided. however. that in the *vent the , league games scheduled tor Osy in the i . in any particular sou-, t rentitnr drops below 30 pewee or the Twin C tieW schedule (whichever is rater) the anemia payment to be made by ADVERTISNIt to SPSNCITR for that particular par shall be reduced to 5 that which would otherwise be paid. or $6.350. 00. it is understood agreed, hewever, that in the event of mach reduction SikENCaR shall have the privilege of procuring from other advertisers. within 30 dye. after the season's. schedule is announced, bone tide offers for the • occupied ADVERT WS displays. and is the event such as offer exceede the reduced rate to which ADVERTISER would. other- wise entitled, ADVERTISER shall meet such bona fide offer or ttv the full rate of $13,300. 00, whiohever to the lesser. (it) in the event that any p e a r quired b s paragraph made to WENCER when does SPENCER, in addition to saw other remedy available to * may on ten (10) dam' written notke to the ADVERTISER* terminate this em ent by reason yne and all rights of the ADVERTISER granted herein, or arising r shall cease and terminate on the date specified in said tire, and SPENCER shall have the right to remove or replants *ay the -RTC advertisements or signs attached to or affixed to the rd. 3, If the Exhibit Contract is *eran d by reason of a default by the Advertiser in the E xhibit sr Contract, SPENCER shall notify the ADVERTISER under Ede Agreement (provided the ;ADVERT R is eat then in default) of ouch termination and the ADVERTISER within a period of thirty (30) days from and after such notifteation Wall have the right (0 to notify SPENCER that ADVER- TISE assumes and agrees to discharge the Advertiser's ulfilled obligation of the Advertiser under the Emit ' Contract, or (it) to procure another advertiser satisfactory to SPENCER who will agree within y. i said period such uduUit IR obligations. t r If within said thirty ( ') day period the ADVERTISER alone either-. (0 or (0 above, SPENCER shall be entitled forthwith to to -i- • to this Agreement and any and all rights of VET , here- under. In the event of any such termination SPENCER dining a playing season, SPENCER shall refund to ADVERTISER that part of the fee mid by the ADVERTISER for that season which bears the -5- same proportion try the total $ a fee as the proportion. of pules retested* the time ot termination ar s to the ash already played during Om seausem 4„ (a) The ADVERTISER hereby agrees that U. in the t of any act,. repudiation. as x„ Ration tor termination the Score- board trot tether time as provided i paragreph 3. D thereof) by the City of for reasons beyond the control SPENCER* SPENCER is unable to a peg” s of thba Agreement aud to make available to the A,DVERTISSE the ;advertising space the Scoreboard. eft net be liable to the A 4 r for such faits. but het such inability SPENCEE so to perform shall t further obligation On the part ot ADVERTISER to pay the ammants provided Ms Agreement. (h) In the event t 014 a termination the Seentheard Contract by the City of Saint Paul under paragraph $ D thereof. SPENCER shall be entitled to assign this eentract and all its rights hereunder to the City a Saint Patel; and stet* of ADVERTISER to SPENCER hereunder shalt in meth*veal be due and owirw to the City of Saint Paul. The provisions et this subparagraph way derogate_. ate limit the ,OPENCett to as . its w. es to any other porous* s event that the term of the m Contract is extended for any by reason ` the hamming of any of the events spOcifted in paragraph . C thereof term of this sgreetnent and the avert grouted , ,+rsstn shall be meseessset for a similar perfect 5. Should 1141INCXX obtain a renewal of the Scoreboard Crash beyond the termination termination,datte of said contract. plus any eaten.sions there- at** s that providod the ADVESTIStin is t than to default hereunder, SPENCER will not *el such advertising rights as may be granted to it without first offering to the ADVERT .e; W R the opportunity to acquire such rights upon the same terms and con- dition* on which SPENCER prop * to fifer or sell such rights to any other advertiser. 8. This agreement s, 11 not be assigned by the ADVERTISER • without the prior written consent of SPENCER. Any involuntary assignment effected by operation of law shall entitle SPENCER forth with to terminate this Agreement. Except as bereinabove provided, this Agreement shall inure to and be binding upon the successors to the parties hereto. 7. The ADVERTISER expressly acknowledges that the rights granted by, SPENCER to it in this Agreement constitute the sale rights granted to the ADVERTISER in and to the advertising space at or on the Scoreboard and that the ADVERTISER has no rights in, to or under the Scoreboard Contract. 8. Should the transaction represented by this Agreement or the grant of the advertising rights to the ADVERTISER, or any of the payments required to be made hereunder, be subject now or in the future to any assessment, tax or impost, suck assessment, tax or impost shall be and become the obligation of the ADVERTISER and shall be promptly paid or discharged by the ADVERTISER irrespec tire of upon wham such assessment, tax or impost may be levied.. Excluded, however, from the foregoing shall be any Federal or State corporate income tax applicable to SPENCER. 9. If at any time during the term Of this Contract it shall be- come unlawful under federal, state or municipal law, regulation or ' ordinance for ADVERTISER to display any reasonably appropriate or trade accepted advertising in accordance with the intent at this Contract, -7- the Contract shall terminate ADVERTISES ill not bo regtdred to wake any turther payntonts hereunder subsequent to the effective date at say such latvo regulation or ordinenos. IN WIT , * WEEREOtra each et the parties has caused this Agreement to be executed by their duly authorised officers. the day and year first above writtea. SPENCE { DISPLAY CORP TI t f ‘.i.v • ■-1,` 'Aug' tav-/ 27' AgriltiO 4"/ V may" at Flan NLE DANK Ste``PAUL Attest: BY 4 ant