Backup Documents 01/09/2024 Item #11D ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 1 0
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
** ROUTING SLIP**
Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the
exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the Count Attomey Office.
Route to Addressee(s) (List in routing order) Office Initials Date
1.
2. (Enter your Dept here)
3. County Attorney Office County Attorney Office
JAkt 0117 y
4. BCC Office Board of County C,hF ... by MB
Commissioners [s]
5. Minutes and Records Clerk of Court's Office r/ F r 1` �"`i—a9
Y lr I
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above may need to contact staff for additional or missing information.
Name of Primary Staff Madison Bird Phone Number 2939
Contact/ Department _
Agenda Date Item was 1/9/24 Agenda Item Number 1 ID
Approved by the BCC
Type of Document(s) Facilities License Agreement Number of Original I
Attached Documents Attached
PO number or account
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's signature?(stamped unless otherwise stated) MB
2. Does the document need to be sent to another agency for additional signatures? If yes, N/A
provide the Contact Information (Name; Agency;Address; Phone)on an attached sheet.
3. Original document has been signed/initialed for legality. (All documents to be signed by MB
the Chairman,with the exception of most letters, must be reviewed and signed by the
Office of the County Attorney.)
4. All handwritten strike-through and revisions have been initialed by the County Attorney MB
Office and all other parties except the BCC Chairman and the Clerk to the Board.
5. The Chairman's signature line date has been entered as the date of BCC approval of the MB
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's MB
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip N/A
should be provided to the County Attorney Office at the time the item is uploaded to the
agenda. Some documents are time sensitive and require forwarding to Tallahassee within a
certain time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on_1/9/24_and all changes made during N/A is not
the meeting have been incorporated in the attached document. The County Attorney 3Ak an option for
Office has reviewed the changes, if applicable. this line.
9. Initials of attorney verifying that the attached document is the version approved by the N/A is not
BCC,all changes directed by the BCC have been made, and the document is ready for the �(�k/o, an option for
Chairman's signature. ✓' this line.
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04;Revised 1.26.05;2.24.05;11/30/12;4/22/16;9/10/21
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FACILITY LICENSE AGREEMENT
THIS FACILITY LICENSE AGREEMENT ("Agreement"), made and entered into as of
the 9th day of January, 2024 by and between FC NAPLES USL, LLC of("Team Operator"), a
Delaware limited liability company with its principal place of business at 549 NE 55th St.,Miami,
FL 33137 and PARA SFM, LLC, a Florida limited liability company with its principal place of
business at 3940 City Gate Blvd.North, Naples,Florida 34117 ("Licensor"). Team Operator and
Licensor may hereinafter be referred to individually as a"Party"or collectively as the"Parties".
WHEREAS, Paradise Coast Sports Complex (the "Complex"), is owned by Collier
County, Florida(the "County")and operated and managed by Licensor. Licensor desires to grant
to Team Operator, and Team Operator hereby accepts from Licensor, a license to use the stadium
and adjacent grounds located at the Complex, as depicted on Exhibit A attached hereto
(collectively,the"Facility")in accordance with the terms and conditions set forth herein; and
WHEREAS, Team Operator owns and operates a professional soccer team (the "Team")
that participates in USL League One(the"League"); and
WHEREAS, Licensor wishes to grant Team Operator, for the benefit of the Team, certain
rights to use the Facility at specified times in connection with the playing of the exhibition,regular
season and playoff matches that are considered the Team's home matches (each, a "Home
Match"),Team practices, and related activities,and the Team desires to so use the Facility at such
times,upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, inconsideration of the foregoing and the mutual promises,
covenants, and agreements herein contained, the parties hereto, intending to be legally bound,
hereby agree as follows.
1. Facility License. Licensor hereby grants to Team Operator and the Team, and Team
Operator hereby accepts from Licensor, for itself and the Team, a license to use the Facility for
the purpose of conducting professional soccer training and competition activities as follows:
1.1 Access to Facilities. For each Home Match during the Term, beginning at
approximately 10:00 a.m. depending on kick off time, until two (2) hours after the completion of
such Home Match (the "Exclusive Access Period"), Licensor will make the following areas of
the Facility exclusively available to Team Operator for Team Operator's use: twelve (12) hours
total, including game time, for all preparation, dressing down and game day management
functions,as required by Team Operator for such Home Match(the"Team Facilities"):the soccer
field, all Facility public areas, public seating areas (consisting of seating for approximately 5,000
patrons, including suites and other premium seating) and common areas both inside and outside
the Facility,public concourses,public restroom,home and visiting team dressing rooms, officials
dressing room,press box and other media facilities, field level, box office and ticket sales kiosks,
parking areas including the loading dock for production, television and VIP parking (officials /
administrators/team buses, etc.), and the plaza outside the Facility and all other areas leading to
and/or within the Facility to which the public, print or broadcast media or players, referees and
other game participants are normally given access in the course of sporting events at the Facility.
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1.2 Access during Facility License Periods. During each Facility License Period,upon
Team Operator's request,Licensor, in its reasonable discretion, shall permit third parties to access
the Facility in connection with their provision of services to Team Operator or the Team for
purposes related to the business or soccer operations of Team Operator. During periods of time
during the Facility License Period (as defined below) other than the Exclusive Access Period,
Team Operator and the Team shall have non-exclusive access to the Facility,subject to Licensor's
prior written approval, not to be unreasonably withheld, for purposes related to the business or
soccer operations of Team Operator and, subject to a mutually agreed upon schedule, to train and
practice inside or outside the Facility.
1.3 Office Space. Team Operator shall be entitled to use, at no cost to Team Operator,
office space in the Facility during each Facility License Period and shall be permitted to ship
materials to and from the Facility during the Term. Such office space shall consist of shared use
of the "bull pen" area or other mutually agreed upon space and the use of at least five (5) desks
within such area or space,and the use shall be limited to regular business hours during the Facility
License Period.
1.4 Media Space. Licensor shall, at no cost to Team Operator, provide to Team
Operator for its use,subject to availability, space and facilities to accommodate media with respect
to each Home Match.
1.5 Storage Space. Licensor shall, at no cost to Team Operator, provide to Team
Operator for its use, subject to availability, space for storage within the Facility, provided that
Team Operator shall be responsible for locking such space that it so uses, at its sole cost and
expense.
2. Term of License.
2.1 Initial Term. The initial term of this Agreement shall commence as of January 1,
2025 (the"Effective Date") and shall end (unless terminated earlier in accordance with the terms
of this Agreement) on December 31, 2032 (the "Initial Term").
2.2 Option Term. Team Operator shall have a total of four (4) options to extend the
Term of this Agreement for a period of three (3) years each (each being an "Option Term"). If
Team Operator elects to exercise any such option, Team Operator will provide written notice (the
"Option Exercise Notice") thereof to Licensor no less than one hundred eighty (180) days prior
to the expiration of the Term, provided that Team Operator's exercise of any such option shall, at
Licensor's election in its sole and absolute discretion, be null and void if Team Operator is in
Default(as defined below) beyond applicable notice and cure periods either at the time the Option
Exercise Notice is delivered to Owner or as of the commencement of the Option Term. The Initial
Term and each Option Term, as applicable, shall collectively be referred to herein as the"Term."
2.3 Contract Year,Facility License Period.For the purposes hereof,a"Contract Year"
means each period commencing on January 1 and ending on December 31 during the Term,except
for the first Contract Year which shall be the period commencing on the Effective Date and ending
on December 31, 2025, and a"Facility License Period" shall be the period from March through
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November of each Contract Year during which(i)regular season Home Matches will be scheduled
to be played in the Facility (March through October)and(ii)potential playoff Home Matches will
be scheduled to be played in the Facility (October and November).
2.4 Surrender of Team Facilities. Within forty-five(45) days following the last Home
Match of each Facility License Period, Team Operator (i) shall surrender to Licensor the Team
Facilities, in neat and clean condition and in good order, condition and repair, excepting only
ordinary wear and tear, and(ii) shall remove all of Team's equipment and other property from the
Facility,unless Team Operator has made advance storage arrangements with Licensor.
3. License Fees; Home Match and Team-Related Event Expenses.
3.1 License Fees. In consideration of the grant of the license described above, Team
Operator shall pay to Licensor fees for use of the Facility (the "License Fees"), Team Operator
shall pay Licensor a Facility use base License Fee (the "Base License Fee") of Five Thousand
Seven Hundred Twenty-Five Dollars ($5,725) for each Home Match held at the Facility with a
minimum License Fee of One Hundred Twenty Thousand Dollars ($120,225) (the"Guarantee")
for each Contract Year, provided that Team Operator shall receive a credit of Seventy-Five
Thousand Dollars ($75,000) over the first five (5) Contract Years during the Initial Term
applicable to the License Fee payable for such Contract Years, which credit shall be applied in
equal installments of Fifteen Thousand Dollars($15,000)for each such Contract Year.The amount
of the Base License Fee shall be adjusted (i) effective January 1 of the first Contract Year of the
first Option Term based upon the increase in the CPI over the Initial Term and(ii)effective January
1 of the first Contract Year of each succeeding Option Term based upon the increase in the CPI
over the preceding Option Term. The Base License Fee shall be multiplied by a fraction, the
denominator of which shall be the CPI figure for the first month of the then concluding Initial
Term or Option Term, as the case may be, and the numerator of which shall be the CPI figure for
the final month of the then concluding Initial Term or Option Term, as the case may be. For the
purposes herein,"CPI" means the Consumer Price Index for all Urban Consumers (CPI-U)in the
South Region Consumer Price Index(Miami-Fort Lauderdale-West Palm Beach,FL,or the nearest
comparable data, published by the United States Bureau of Labor Statistics. In consideration of
the commitment by Team Operator to play its Home Matches in the Facility, Licensor agrees to
offer a preferred license fee to Team Operator with respect to Team-Related Events (as defined
below) held at the Facility, which fee shall be less than the license fee the Licensor would charge
a third party for a similar sized event or competition.
3.2 Home Match and Team-Related Event Expenses. Subject to the limitations below,
for each Home Match, Team Operator shall reimburse Licensor for the Licensor's actual on and
off-site staffing and out of pocket costs that the parties mutually determine are required to
additionally staff the Facility to assist Team Operator in presenting its Home Matches and Team-
Related Events ("Match Operating Staff'), including Licensor's staff and independent
contractors, but not limited to, ticket sellers, ticket takers, ushers, usherettes, security guards,
special police, firemen, traffic control personnel, porters, maids, restroom attendants, scoreboard
and videoboard operators; provided, however, that Team Operator shall not be responsible for
costs associated with preparing the Team Facilities for Home Matches, as set forth in Section 5
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below,or preparing the Facility for any use following a Home Match. Upon receipt of notice from
Team Operator of any reasonable and significant objection to any of the Match Operating Staff,
including, without limitation, the Facility manager, Licensor shall take action, in its sole and
reasonable discretion, to resolve the objection, including the termination or re-assignment of the
employment of such employee. Match Operating Staff shall be provided by or through Licensor
only,following consultation with Team Operator;provided,however,that Team Operator shall be
entitled to provide its own personnel for certain Home Matches or Team-Related Event functions,
as agreed upon by the Parties.
3.3 Payment Terms. License Fees with respect to Home Matches held during each
quarter shall be paid on the first day of the following quarter. Licensor shall deliver monthly
invoices to Team Operator for any staffing,materials, services or equipment expenses in the Arena
for which Team Operator is responsible under the provisions of this Agreement. Team Operator
shall pay such amounts within thirty(30) days of receipt of such invoice, along with providing the
ticket manifest showing all tickets generated or sold for each Home Match. Team Operator agrees
to examine such invoice and to notify Licensor in writing of any error in the account or of any
objection to any charge contained in such invoice and,unless Team Operator shall notify Licensor
of such claimed error or objection within sixty(60)calendar days of the end of each Contract Year,
such invoice shall be deemed to be a true and correct statement of the account between Licensor
and Team Operator, except for fraud, intentional misstatements or omissions.
3.4 Audit Rights. During the Term of this Agreement and for two(2)years thereafter,
or for a greater time if required under Chapter 119,Florida Stat. (the Florida Public Records Act),
Licensor shall keep,at its own expense,accurate,true and complete books and records with respect
to this Agreement and Licensor's obligations hereunder. Upon written request from Team
Operator, Licensor shall provide Team Operator with reasonable access to Licensor's books and
records as necessary to verify all invoices,bills, charges,costs,expenses,taxes, and fees required
to be paid pursuant to the terms of this Agreement and to verify compliance with any requirements
of this Agreement.
4. Scheduling of Home Matches; Team-Related Events.
4.1 Scheduling of Home Matches. Team Operator agrees that Team will play in the
Facility for all of its Home Matches during the Term.The parties acknowledge that Team Operator
shall have first priority over other users of the Facility for the selection of available dates which
occur on Fridays, Saturdays, and Sundays for use of the Facility for Home Matches. The Parties
will cooperate with each other in good faith over the course of each Contract Year to schedule
Home Matches in accordance with League Rules, and Licensor shall reasonably cooperate with
Team and Team Operator to honor requests for changes to scheduled Home Matches. As of the
Effective Date, the number of regular season Home Matches for the Team is anticipated to be
twenty-one (21) during each Contract Year, with such regular Home Matches being scheduled
from March through October and playoff Home Matches,if applicable,being scheduled in October
and November. Team Operator shall promptly notify Licensor of any change in the number of
regular season Home Matches mandated by the League. Playoff Home Matches played in the
Facility shall be deemed to be "Home Matches" for all purposes of this Agreement. Without
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limiting the generality of the foregoing,by no later than August 31 preceding each Contract Year,
Licensor shall provide Team Operator with a list of all dates during such Contract Year that have
not been contractually reserved for other Facility events during such Contract Year and shall
reserve all such available dates for Licensor until December 31, by which time Team Operator
shall inform Licensor of thirty-five (35) dates for potential Home Matches consisting of twenty-
one(21) weekend dates (i.e., Friday nights or Saturday and Sunday afternoons or nights), ten(10)
weekdays (i.e., Tuesday or Wednesday), and four (4) guaranteed dates (as such numbers may be
revised in accordance with changes in the number of Home Matches mandated under League
Rules). Licensor shall hold such dates for Team Operator's exclusive use until the Home Matches
have been finalized by Team Operator and the League for such Contract Year. For the purposes
of this Agreement, "League Rules" means written rules, regulations, standards, interpretations,
memoranda, procedures, directives, policies, guidelines, positions, and resolutions of the League
and its affiliated entities, and disseminated to and uniformly binding upon all of the then-existing
League franchises.
4.2 Team-Related Events. Team Operator shall be entitled to license the Facility to
present soccer-related competitions and events other than Home Matches(each,a"Team-Related
Event"),including,without limitation,tournaments,games,"friendlies",challenges,competitions
and fanfests organized by Team Operator or the League. Dates for Team-Related Events shall be
subject to any dates previously booked by Licensor for Team-Related Events at the Facility which
cannot be rescheduled. Should Team Operator elect to exercise this right,Licensor agrees that its
representations, covenants and other obligations set forth herein relating to the Facility and the
presentation and production of Home Matches shall be substantially the same for such Team-
Related Events (it being understood that Team Operator may have different or additional
sponsorship-related requirements in connection with such Team-Related).
5. Equipment and Services. Licensor agrees to provide, at no cost to Team Operator, full
Facility technological assets during each Home Match, including lighting, according to League
minimum stadium specifications,the main scoreboard video, ancillary video boards and/or ribbon
boards and wireless capabilities at the Facility. Licensor agrees to prepare the Facility, at its sole
cost and expense, prior to each Home Match so that the Facility meets League minimum stadium
standards and is presented with clean and operable conditions and in a configuration suitable for a
League professional soccer match, including, but not limited to, removal of field goal posts,
painting of field lines(and removal of field lines for other sports),proper installation of the goals,
nets,corner flags,team benches and other field equipment.
6. Concessions.
6.1 Concessions Operations. Licensor shall operate, or cause its concessionaires to
operate,all food and beverage(including alcoholic beverages)concessions and catering operations
(the "Concessions Operations"), at no cost to Team Operator, during all Home Matches and
Team-Related Events at the Facility, it being understood that Licensor's back-of-house catering
services shall be available to Team Operator or its designees throughout the Facility License Period
for use at Team Operator's cost. Licensor represents and warrants that throughout the Term, it
will manage the Concessions Operations in a first class, high-quality manner, at least consistent
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with Licensor's current food and beverage service operations at the Facility and with other first-
class facilities that serve as home venues for teams in the League. Licensor shall use its good faith,
reasonable and diligent efforts at all times to cooperate and consult on a regular basis with Team
Operator as to Concessions Operations, including menu development, the brands, quality and
quantity of all food, non-alcoholic beverages,containers,packages and goods offered for sale,the
price of all food and beverage items offered for sale, and the means by which such items are
delivered and served and the personnel involved in such delivery and service. The Parties may
agree upon minimum service requirements with respect to Concessions Operations and Licensor's
compliance with such requirements shall be deemed a material obligation hereunder. Team
Operator shall not bring any food or beverages, alcoholic or non-alcoholic, onto the Facility
premises, except that Team Operator shall have the exclusive right to determine the food,
beverages and other products made available or placed in media areas, locker rooms, scorer's
tables, offices, team benches, hospitality areas and other back-of-house areas during Home
Matches and Team-Related Events held at the Facility.
6.2 Concessions Revenue. Licensor shall (i)retain one hundred percent(100%)of the
first $50,000 in Concessions Revenue annually throughout the Term and any Option Terms, and
(ii) retain seventy-five percent (75%) of Concessions Revenue in excess of$50,000 and remit to
Team Operator the remaining twenty-five percent (25%). (For example, if Concessions Revenue
reached $250,000, then Team Operator would receive $50,000 and Licensor would retain
$200,000.) For the purposes hereof, "Concessions Revenue" means gross revenue derived from
the sale of all food and beverages at the Facility during each Home Match and Team-Related
Event.
6.3 Food Truck Contracts. Licensor and Team Operator shall each have the right to
enter into license agreements (each a "Food Truck Contracts") with third party food truck
operators (each a"Food Truck Vendor") for the offering and sale of food and beverage products
at the Complex (but outside the Facility) during the Exclusive Access Period for Home Matches
and during Team-Related Events. The Team Operator will work through the Licensor,who shall
act as the contracting agent as to all Food Truck Vendor contracts. The Parties shall cooperate and
agree upon the financial terms and conditions that each will offer to Food Truck Vendors and shall
utilize a mutually-agreed upon form of Food Truck Contract, which, among other things,will set
forth the time period during which the Food Truck Vendor is allowed to operate on the premises,
the location at which such operations will be permitted, and the compensation (e.g., license fee,
commissions) that the Food Truck Vendor will be required to pay either Licensor or Team
Operator, as the case may be, as consideration for the Food Truck Contract. Each Party shall
provide to the other Party a copy of each Food Vendor Contract upon its execution by such Party.
The Parties agree to share equally all revenues derived from Food Vendor Contracts.
7. Merchandise. Team Operator hereby licenses Licensor to engage in the sale and/or
distribution in the Facility of items bearing the names,trademarks,or logos of,or otherwise related
to, the Team Operator, the League, or the teams participating in the Home Matches or Team-
Related Events, including Home Match-related programs, souvenirs and novelties (collectively,
the"Merchandise"),subject to the condition that Team Operator shall have consigned such items
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to Licensor for such sale and/or distribution and Licensor shall have accepted such consignment
in its reasonable discretion. In connection with such acceptance, the Parties shall collaborate on
the strategy as to selling the Merchandise (e.g., selling points, staffing levels) so as to maximize
Merchandise sales revenues. Merchandise sales may be made by Licensor through its designated
affiliates,agents or concessionaires. Team Operator shall be entitled to receive 100%of revenues
derived from the sale of Merchandise during the Term, net of a mutually agreed upon commission
established in writing prior to the commencement of sales, and applicable sales taxes and credit
card fees.
8. Advertising
8.1 Exclusive Advertising Rights. Team Operator shall have the exclusive right,with
respect to each Home Match and Team-Related Event at the Facility during the Term, to use and
to sell all temporary (i.e., displayed only during Home Matches and Team-Related Events)
advertising, sponsorship, promotional and/or solicitation opportunities of any form inside or
outside of the Facility(which for the avoidance of doubt includes the road that leads to the Facility
and the walkways from parking areas to the Facility), including,but not limited to,CCTV system,
digital vomitory signage, non-static video boards and concourse activations, LED signage and
fascia displays, portable or rotating signage, signage hanging from or displayed in the Facility's
interior or on its exterior (including, but not limited to, signage wraps around exterior of the
Facility), caps, coolers, ballkids, dance team and mascot uniforms, towels, product placement in
the team bench area, product displays (including, without limitation, one or more automobiles),
product sampling, tabling, announcements, scorer's tables (including electronic signage or ad
time), media tables, seatbacks, scoreboards, video/message/matrix boards, television and video
monitors, handouts, concourse computer kiosks, ATMs, Facility steps and all indoor or outdoor
banners,marquees and projection systems. No advertising or promotion,signage,displays or other
materials or activation of any kind shall be present in or around the Facility during the Home
Matches or Team-Related Events, except as placed by or on behalf of Team Operator.
8.2 Advertising Revenue.Team Operator will retain 100%of the revenue derived from
the exercise of its rights under Section 8.1 above. Team Operator is responsible for all costs of
temporary advertising or signage. Temporary signage must be removed within twenty-four (24)
hours of the end of each Home Match or Team-Related Event. The Parties acknowledge that
temporary signage may not cover any existing permanent signage within the Facility but that all
or any portion of any "camera visible" existing signage, displays and activations in the Facility
may be covered or obscured by Team Operator during Home Matches or Team-Related Events
during the Term.
8.3 Unsuitable Advertising. Unless otherwise approved in writing by Licensor (at
Licensor's sole and absolute discretion),Team Operator shall not either themselves,nor shall they
allow others to engage sponsors of Home Matches (e.g. display, advertising, or other references),
when the potential sponsor's business is directly or indirectly related to any of the following types
of products or services: (i) cannabis, CBD products, or marijuana; (ii) firearms; or (iii) tobacco
products or any other products or services that are illegal under applicable law.
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8.4 Public Address ("PA") Announcements. Team Operator will control the "game
script," including all PA announcements, in-match promotions and match intermission programs.
8.5 Pre-Existing Agreements. Team Operator (i) acknowledges that Licensor or the
Board of County Commissioners of Collier County has entered into, as of the date hereof, the
agreements(the"Pre-Existing Agreements") set forth on Exhibit B attached hereto each of which
provide to the counterparty thereof certain permanent or temporary advertising, sponsorship, or
promotional rights within or related to the Facility, including,without limitation, Facility lease or
license agreements under which such rights are granted,and(ii)agrees,in the exercise of its rights
under Section 8.1 above and Section 35 below, not to enter into any agreement that would cause
Licensor or the County to be in violation of a Pre-Existing Agreement. Licensor and the County,
as the case may be, agrees not to extend the duration of a Pre-Existing Agreement beyond its
current term without the prior written approval of Team Operator. Licensor represents and
warrants that it has provided to Team Operator copies of all Pre-Existing Agreements.
9. Exploitation Rights; Broadcast Obligations.
9.1 All television, radio, interne, photograph and other media (now known or hereafter
devised)rights to all Home Matches and any Team-Related Events hereunder shall belong to Team
Operator and shall remain the sole and exclusive property of Team Operator,to be exploited solely
by Team Operator in its sole discretion, for its own account or as Team Operator may otherwise
determine. Team Operator will have the right to broadcast, via any medium at Team Operator's
discretion,and retain 100%of any media rights,distribution or other related broadcast revenue for
Home Matches. No television or other programming may originate from the Facility or any area
proximate to the Facility during any Home Match or Team-Related Event other than as authorized
by Team Operator. Team Operator hereby reserves and shall have exclusive and complete control
of,title to,and right of copyright to all television,radio,cable, and satellite broadcasts originating
from the Facility premises during Home Matches and Team-Related Events and Licensor shall not
at any time display on any medium video footage of Home Matches or Team-Related Events
without the prior written approval of Team Operator, which approval shall not be unreasonably
withheld if such display is for the purpose of promoting the Facility. Team Operator agrees to use
commercially reasonable efforts to cause broadcasters of Home Matches or Team-Related Events
to refer to the Facility as "The Stadium at Paradise Coast Sports Complex in Collier County,
Florida"provided,however,that Licensor(i)acknowledges that,except where Team Operator has
a contractual relationship with a third party, Team Operator has limited ability to ensure usage of
such name by third parties (including without limitation television and radio announcers,
journalists and other news and media personnel), and(ii) agrees that Team Operator shall have no
liability for a failure of any third party to refer to the Facility by such name as long as Team
Operator uses the efforts required under this provision.
9.2 Licensor will provide a permanent, climate-controlled location in the Facility for
the installation of transmission equipment called a Portable Broadcast Unit (dimensions to be
supplied by Team Operator broadcast team), with access to both the Team's and the opposing
team's independent Internet protocol line and to receive the live production feed from the on-site
cameras. Team Operator will be responsible for any costs associated with any upgrades required
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to comply with League Rules. Licensor shall maintain a wired Ethernet connection with a
minimum of 150 Mbps up and down that is not accessed by any other device or network.
10. Parking. Licensor will make adequate parking spaces available in parking lots
immediately adjacent to the Facility for Home Matches and Team-Related Events for Team
Operator,patrons, and invitees. Such parking shall be operated by Licensor's designated parking
operations vendor and pricing for such parking shall be subject to the approval of the Parties.
Licensor shall be entitled to retain seventy-five percent(75%)of Parking Revenue and shall remit
to Team Operator the remaining twenty-five percent (25%). For the purposes hereof, "Parking
Revenue"means gross revenue derived from the sale of parking at the Facility during each Home
Match and Team-Related Event. Team Operator shall have the right to use during the Facility
License Period one hundred (100) parking spaces that are located in such parking lots on a
complimentary basis.
11. Ticketing.
11.1 By no later than the end of August of each Contract Year, Licensor shall provide
Team Operator with a current manifest (and shall provide updates to the extent the manifest
changes) showing all seats, suites and other ticketed locations in the Facility and the capacity of
each of the Facility's suites, restaurants and "standing room only" areas, including any seating
requirements under the American with Disabilities Act of 1990 (the "Act"), the regulations
implementing Title II of the Act,any applicable amendment,rule,regulation or court order relating
thereto, and all other applicable requirements for disabled access and seating in the Facility. The
Parties acknowledge and agree that a larger number of persons than the maximum number of
persons allowed by the local and state laws and regulations shall not be admitted to the Facility at
any time. Team Operator will sell all tickets for Home Matches and Team-Related Events and
retain one hundred percent(100%) of all ticket revenue. For the avoidance of doubt this includes
any suites or premium seating areas including the Facility's Party Deck areas. Team Operator
retains the right to utilize a ticketing vendor and system of Team Operator's choice.
11.2 Premium Seats., Amenities. The number, designation and configuration of suites
and premium seating in the Facility (collectively, the"Premium Seats")are initially depicted on
the seating plan attached hereto as Exhibit C (as may be amended from time to time, the"Seating
Plan"). Licensor shall not make any changes to the quantity and configuration of such seating
from that described in the Seating Plan that would materially and adversely affect Team Operator's
use and operation of the Facility or materially and adversely impact Team Operator's share of
revenues generated from the sale of such Premium Seats, without the prior written approval of
Team Operator. Licensor shall provide holders of Premium Seating with premium amenities and
service as mutually agreed upon by the Parties, including, without limitation, food and beverage
service,preferred parking, and access to different areas within the Facility.
12. Event Coordination. Each Party agrees to designate to the other Party, at their own
respective cost, a qualified and experienced member of its staff for effective communication with
the other party to serve as a liaison and to coordinate Home Match-related preparations conducted
by Team Operator and Team Operator's vendors,telecasters, sponsors and other designees and to
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ensure efficient and safe gameday operations, including determination of stadium delays,weather
closures, safety matters, etc.
13. Emergency Medical Personnel. Team Operator, at its own expense, will provide
appropriate emergency medical personnel for Home Matches at the Facility and medical support
personnel for Home Match participants as well all spectators and guests attending the Home
Match.
14. Security. Team Operator is responsible for all security, and the costs thereof, for the
Facility. Team Operator will present an event security plan to Licensor no later than thirty (30)
days prior to the first Home Match during each Contract Year. If Team Operator fails to timely
present an adequate event security plan to Licensor as determined in the reasonable discretion of
Licensor, Licensor reserves the right to arrange for event security on Team Operator's behalf and
Team Operator agrees to pay all costs associated with such arranged service.
15. Admission Taxes and Fees. Team Operator understands that the State of Florida and the
County may require hospitality fees on any and all ticketed events and,if required,any said taxes
and fees must be collected and remitted to the appropriate entity as prescribed by law.
16. Evacuation. Licensor reserves the right, in its sole discretion, to order the evacuation of
the Facility, or any portion thereof, when deemed necessary to preserve the safety, health, and
welfare of the public.An evacuation plan will be established prior to the end of each Contract Year
between the Licensor and the Team Operator to preserve the safety, health, and welfare of the
public. Licensor will provide monthly data at the end of every Contract Year on the number of
weather events that would have triggered an evacuation should a sporting event have been taking
place at the time of the weather event.
17. Compliance with Law.
17.1 Each of the Parties shall comply with all applicable federal and state statutes and
regulations and local ordinances, and all rules and regulations of the police and fire departments
or other departments of the County and the State of Florida and Team Operator agrees to obtain
and pay for all necessary permits and licenses which may be required for the promotion and
presentation of Home Matches and Team-Related Events. Neither of the Parties will do, or suffer
to be done, anything at the Facility during the Term of this Agreement in violation of any such
laws, ordinances,rules,or regulations, including the required contractual provisions of the Florida
Public Records,Law,Chapter 119.0701,the exact relevant statutory language of which is attached
hereto as Exhibit F. All references to questions regarding its application can be addressed to the
Licensor as directed in Paragraph 28 herein and/or the Collier County Custodian of Public Records
at: Communication and Customer Relations Division, 3299 Tamiami Trail East, Suite 102,
Naples, FL 34112-5746, Telephone: (239) 252-8383. This requirement only pertains to Public
Records as defined under Florida law and does not extend to records that are not related to the
Team Operator's business under this Agreement and which are considered proprietary or
confidential as otherwise defined in this Agreement, and does not limit or impair the Team
Operator's rights to object to the disclosure or delivery of any records that it contests as not falling
within the Public Records disclosure requirements as set forth in Chapter 119,Florida Statutes.
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17.2 E-Verify. Statutes require employers to abide by the immigration laws of the
United States and to employ only individuals who are eligible to work in the United States,
including the requirements set forth in Florida Statute, §448.095. The Employment Eligibility
Verification System (E-Verify) operated by the Department of Homeland Security (DHS) in
partnership with the Social Security Administration (SSA), provides an Internet-based means of
verifying employment eligibility of workers in the United States;it is not a substitute for any other
employment eligibility verification requirements.
The Team Operator is required to enroll in the E-Verify program. Licensor acknowledges that the
Team Operator has provided acceptable evidence of its enrollment as of the date hereof.
Acceptable evidence consists of a copy of the properly completed E-Verify Company Profile page
or a copy of the fully executed E-Verify Memorandum of Understanding for the company.
Notwithstanding anything to the contrary herein, the failure by the Team Operator to comply with
the laws referenced in this Section 17.2 shall constitute a breach of this Agreement and serve as
grounds for Licensor to unilaterally terminate this Agreement immediately.
18. Defacement. Team Operator shall not do, cause, or permit anything to be done that may
injure or deface the Facility or any equipment or furnishings therein.Team Operator will not attach
nails,hooks, tacks, screws, tape, or any other device to any part of the Facility and will not make
or allow to be made any alteration of any kind to the Facility without the prior written consent of
Licensor,which shall not be unreasonably withheld or delayed.
19. Representations and Warranties.
19.1 By Team Operator. Team Operator represents and warrants that it has the right and
authority to enter into and fully perform this Agreement. Team Operator agrees to assume full
responsibility for complying with the Federal Copyright Law of 1978 (17 U.S.C. 101 et seq.) and
any applicable regulations, including but not limited to the assumption of any and all
responsibilities for paying royalties which are due to the copyright owner, for the use of
copyrighted works in Team Operator's presentation of Home Matches. Team Operator represents
and warrants that it has obtained, or will obtain before the first Home Match held at the Facility,
all necessary rights licenses,including without limitation that as may be required by ASCAP,BMI,
or SESAC or other performing rights organizations. In the event of a lawsuit or third-party demand
or claim that the Team Operator is not in compliance with applicable provisions of the Federal
Copyright Law, Team Operator agrees that its indemnification obligation in favor of Licensor, as
set forth in Section 24 of this Agreement, shall extend to such lawsuit,demand or claim, except in
the event that the basis for such lawsuit, demand or claim is directly or indirectly caused by or
otherwise the responsibility or obligation of Licensor.
19.2 By Licensor. Licensor represents and warrants that:(a)it has the right and authority
to enter into and fully perform this Agreement(including,but not limited to,the right and authority
to cause the Facility to be licensed to Team Operator on the terms set forth herein); (b) it has not
entered into (and will not enter into) any agreement or arrangement, and has not undertaken (and
will not undertake) any action that would interfere with, limit or preclude the full performance by
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Licensor of its obligations hereunder or the exercise by Team Operator of the rights granted to
Team Operator hereunder, including, without limitation, the rights granted under Section 35
below; (c)neither Licensor nor the County has entered into a Commercial Affiliation (as defined
below)related to the Facility that remains in effect as of the date hereof,other than the Pre-Existing
Agreements; (d) use by Team Operator of the Facility and other facilities and services referred to
in this Agreement in connection with the Home Matches and Team-Related Events as
contemplated in this Agreement shall not violate any federal,state,city, county or other municipal
or local law, ordinance,regulation, code or rule(including the Act); and(e)it has received or will
receive, subject to the terms of this Agreement, the written consent, permission, authorization
and/or agreement of any and all federal, state,city or other municipal or local organization or entity
necessary to convey to Team Operator the rights and to provide the services to be provided to
Team Operator hereunder in accordance with the terms of this Agreement.
20. Relationship of Parties. Nothing contained in this Agreement shall be construed to place
the Parties in the relationship of partners,joint venturers, employer-employee, principal-agent or
representative and neither Party shall have any power to obligate or bind the other Party to a third-
party in any manner whatsoever. Licensor and Team Operator agree that, as between the Parties,
all individuals supplied by Licensor in connection with Home Matches and Licensor's
performance under this Agreement will be the employees or contractors of Licensor and there shall
be no employment or other direct relationship between such individuals and Team Operator and
that Licensor shall not be deemed to employ or manage any of Team Operator's employees or
contractors. Each of the Parties shall be solely responsible for all compensation and benefits that
may be due to its respective employees, including, without limitation, regular pay, overtime,
worker's compensation, vacation, sick time, disability, pension and any other compensation or
benefits that such employees may be owed under any applicable law as a result of their
performance of duties in connection with this Agreement, including at any Home Matches or
Team-Related Events hereunder.
21. Force Majeure Event.
21.1 Neither party shall be in breach of this Agreement if there is any failure of
performance under this Agreement occasioned by any reason beyond the reasonable control of,
and without the fault or negligence of,the party affected thereby,including, without limitation, an
act of God, pandemic, epidemic, communicable diseases, quarantine restrictions, a strike by or a
work stoppage or a lockout of the League or its teams or players, fire,flood, act of government or
state,war, civil commotion,insurrection,acts of terrorism,embargo, sabotage,prevention from or
hindrance in obtaining energy or other utilities, unavailability of licenses, material, supplies, or
equipment,inability by the exercise of reasonable diligence to obtain supplies,parts or employees
necessary to furnish services, or any other reason beyond the reasonable control of, and without
the fault or negligence of, the party affected thereby (a "Force Majeure Event"). Such excuse
shall continue as long as the Force Majeure Event continues.Upon cessation of such Force Majeure
Event,the affected party shall promptly resume performance under this Agreement as soon as it is
commercially reasonable for the party to do so. Each party agrees to give the other party prompt
written notice of the occurrence of any Force Majeure Event,the nature thereof, and the extent to
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which the affected party will be unable to fully perform its obligations under this Agreement.Each
party further agrees to use commercially reasonable efforts to correct the Force Majeure Event as
quickly as practicable and to give the other party prompt written notice when it is again fully able
to perform such obligations.
21.2 If any scheduled Home Match is postponed due to a Force Majeure Event, then
Licensor shall, subject to the availability of the Facility with respect to then scheduled events or
attractions and further subject to League approval, provide Team Operator with a substitute date
and time to play such Home Match or an alternative venue in which play such Home Match. If,
despite the good faith efforts of the parties to reschedule, such postponed Home Match is not so
rescheduled during the same Contract Year or an alternative venue to play the postponed Home
Match is not available or is not acceptable to Team Operator in its reasonable discretion, then the
Guarantee for the Contract Year in which the Force Majeure Event occurs shall be prorated in
accordance with the following formula(which will be determined after such Force Majeure Event
ends): the Guarantee for such Contract Year shall be multiplied by a fraction, the numerator of
which shall be the number of Home Matches cancelled during the Contract Year, and the
denominator of which shall be the Regular Number of Home Matches, and Licensor shall then
receive a credit equal to the product of such calculation, with such credit to be offset against the
next succeeding installment of the Guarantee payable by Licensor,except that in the case that such
Force Majeure Event occurs in the last Contract Year of the Term,then the amount of the product
of such calculation shall be refunded to Licensor at the end of the Term. For the purposes hereof,
"Regular Number of Home Matches" means the regularly scheduled number of regular season
Team home matches in a typical League season without accounting for cancelled home matches
or other then-effective unusual or exigent circumstances (e.g., the unusual COVID-19 pandemic-
related circumstance for the season starting in 2020). For the avoidance of doubt, as of the
Effective Date,the Regular Number of Home Matches is twenty-one (21).
22. Partial or Total Destruction of the Facility.
22.1 In the event the Facility is partially destroyed by any cause and can be repaired or
restored to its prior condition and the destruction does not render the Facility unusable, this
Agreement shall continue in effect. Licensor shall promptly commence and diligently complete
the restoration of the Facility. All repair activities shall be timed and organized in such a manner
to facilitate Team Operator's ability to conduct Home Matches at the Facility to the greatest degree
feasible. In the event the Facility is destroyed by fire or other casualty, (a)the Licensor shall have
the right to elect whether to repair or restore the Facility or to terminate this Agreement and (b)
Team Operator shall have the right to terminate this Agreement. Such election may be exercised
by Licensor or Team Operator by giving written notice of its intent to terminate this Agreement to
the other Party within thirty (30) days after such destruction, and if Licensor or Team Operator
elects to do so,this Agreement shall terminate as of the date of the fire or other casualty. If neither
party elects to terminate this Agreement, Licensor shall proceed as promptly as practicable to
repair and restore the Facility.
22.2 Assistance in Locating Alternate Facility. In the event the Facility becomes
unavailable on a temporary basis by reason of partial or total destruction of the Facility or the
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repair and restoration of the Facility, Licensor shall utilize its best efforts to assist Team Operator
in locating an adequate temporary facility within Collier County;otherwise the League shall have
the right to place Team Operator at another location during the duration of the repair or restoration
of the Facility.
23. Insurance. Each of the Parties shall obtain and maintain, at all times during the Term of
this Agreement, insurance in accordance with Exhibit D attached hereto.
24. Indemnification.
24.1 By Licensor. To the fullest extent permitted by law, Licensor shall indemnify and
hold harmless Team Operator, the Team, the League and its other teams, each of their respective
subsidiaries or affiliated entities, and each of their respective shareholders, officers, directors,
owners, members, agents, employees, contractors, invitees, successors and assigns (the "Team
Operator Indemnified Parties") from Licensor's use or ownership of the Facility, or from other
licensees' or tenant's use of the Facility and shall further indemnify and hold harmless the Team
Operator Indemnified Parties from and against any and all any and all claims arising from any
claims, losses,damages,expenses,lawsuits,judgments or liabilities(including,without limitation,
reasonable attorneys' fees and other professional fees), or personal injury (including death) ),
property damage or other harm for which recovery of damages is sought(collectively,"Losses"),
suffered by any person or persons, arising out of or related to (a) Licensor's breach of this
Agreement(including any representation,warranty or covenant); (b) any condition of the Facility
or Team Facilities from any cause whatsoever; (c)the employment status of any individuals whom
Licensor provides to perform its obligations hereunder;or(d)any other act,omission or negligence
of Licensor,its officers, agents,employees,or contractors(including, without limitation,food and
beverage concessionaires and merchandise vendors), in the performance of this Agreement and
from and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any
such claim or any action or proceeding brought thereon; and in case of action or proceeding be
brought against the Team Operator Indemnified Parties by reason of any such claim, Licensor,
upon written notice from Licensee, shall defend the same at Licensor's expense. The indemnity
provided for in this Section 24.1 shall not apply to any liability to the extent resulting from the
negligence or willful misconduct of Team Operator or its officers, directors, agents,employees,or
contractors and in the event of joint and concurrent negligence or fault of the Parties,responsibility,
and indemnity,if any,shall be apportioned comparatively in accordance with the laws of the State
of Florida, without waiving any defenses of the parties under Florida. In the event that this
Agreement is assigned by the Licensor to the Facility's Owner,the Collier County Board of County
Commissioners,any such duty to indemnify hereunder shall be limited by Florida Statute§768.28
in accordance with the County's limited liability as a sovereign.
24.2 By Team Operator. Team Operator shall indemnify and hold harmless Licensor
and its affiliates, Sports Facilities Management, LLC, and Collier County, Florida, a political
subdivision of the State of Florida, and each of their respective shareholders, officers, directors,
members, employees, agents, contractors, invitees, successors and assigns (the "Licensor
Indemnified Parties") from and against any and all Losses suffered by any person or persons,
arising out of or related to (a) Team Operator's breach of this Agreement (including any
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representation,warranty or covenant); (b)the employment status of individuals that are employed
by Team Operator or the Team in its operations hereunder; or(c) any act, omission or negligence
of Team Operator, the Team, or their respective officers, agents, employees, or contractors in the
performance of this Agreement and from and against all costs, attorney's fees, expenses and
liabilities incurred in the defense of any such claim or any action or proceeding brought thereon;
and in case of action or proceeding be brought against the Team Operator Indemnified Parties by
reason of any such claim, Licensor, upon written notice from Licensee, shall defend the same at
Licensor's expense.The indemnity provided for in this Section 24.2 shall not apply to any liability
to the extent resulting from the negligence or willful misconduct of Licensor and its officers,
directors, agents,employees or contractors, and in the event of joint and concurrent negligence or
fault of the Parties, responsibility, and indemnity, if any, shall be apportioned comparatively in
accordance with the laws of the State of Florida,without waiving any defenses of the parties under
Florida law.
24.3 Survival. The Parties' obligations under this Section 24 as well as all other
obligations to indemnify by a Party under this Agreement, shall survive termination or expiration
of this Agreement.
25. Limitation of Liability. IN NO EVENT SHALL EITHER OF THE PARTIES BE
LIABLE TO THE OTHER PARTY UNDER ANY PROVISION OF THIS AGREEMENT OR
OTHERWISE FOR LOST PROFITS, INCLUDING LOST OR PROSPECTIVE PROFITS, OR
FOR ANY OTHER SPECIAL,INDIRECT,INCIDENTAL,CONSEQUENTIAL,EXEMPLARY
OR PUNITIVE DAMAGES, IN CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT
CAUSED BY OR RESULTING FROM SUCH PARTY'S OWN, SOLE OR CONCURRENT
NEGLIGENCE.
26. Default; Remedies.
26.1 It shall be a default hereunder if either Party(the"Defaulting Party") shall breach
or fail to perform any of its material obligations under this Agreement, as follows:
(a) Where a grace period is specifically provided for in any Section of this
Agreement,then the specific grace period shall apply.
(b) Where a grace period is not specifically provided for in any other Section of
this Agreement, the party not in default (the "Non-Defaulting Party") shall afford the
Defaulting Party a grace period of: (i) fifteen(15) business days following notice to cure
any monetary failure or breach; and (ii)thirty (30) days following notice to cure any non-
monetary failure or breach; provided, however, that if any non-monetary failure or breach
cannot be cured within such thirty (30) day period, the Defaulting Party shall be afforded
such additional time as shall be reasonably required to cure such failure or breach, so long
as the Defaulting Party has commenced the appropriate cure within such initial thirty(30)
day period and thereafter proceeds with reasonable diligence to cure said breach or failure
to completion. Notwithstanding the foregoing, the Defaulting Party must complete the
cure of a non-monetary breach or failure within one hundred eighty (180) days.
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(c) If any breach or failure to perform shall not have been cured by the expiration
of the applicable grace period set forth above, then a "Default" shall be deemed to have
occurred and the Non-Defaulting Party shall have the rights and remedies set forth herein.
26.2 If a Default shall occur,the Non-Defaulting Party shall have the following remedies
and rights(but not the obligation to exercise them):
(a) An action to recover monies then due and owing from the Defaulting Party,
together with interest thereon at ten percent (10%) per annum or, if lower, the maximum
rate permitted by Applicable Laws from the date on which any undisputed amounts were
due;
(b) An action for specific performance of non-monetary covenants and agreements
on the part of the Defaulting Party;
(c) An action for recovery of all actual losses incurred by the Non-Defaulting Party
in connection with the Default; and
(d) The right to immediately terminate this Agreement.
26.3 The remedies heretofore described in this Section shall be in addition to any other
rights or remedies the Non-Defaulting Party may have under this Agreement, at law, in equity, or
otherwise in the event of a Default, and the exercise of one or more rights or remedies shall not be
deemed to exclude or waive the right to exercise any other right or remedy.
26.4 In any action brought by a Party against the other Party to this Agreement for
violation of or to enforce any covenant,term or condition of this Agreement,reasonable attorneys'
fees shall be awarded to the prevailing Party,measured by the extent that such party in fact prevails
in the action as determined by the extent it in fact succeeds in each claim or defense asserted by it.
Either Party's failure to declare a default immediately upon its occurrence, or either Party's delay
in taking action for a default, shall not constitute a waiver of the default,nor shall it constitute an
estoppel.
27. Confidentiality. Each party (the "Disclosing Party") may from time to time during the
Term disclose to the other party (the "Recipient") certain information regarding the Disclosing
Party's business which reasonably should be understood by the Recipient, (because of legends or
other markings on such information regarding the disclosure) that the information disclosed is
proprietary or confidential to the Disclosing Party, including the Disclosing Party's operations,
methodologies,systems,processes,business development plans or intentions,know-how,designs,
trade secrets, market opportunities, business or financial affairs, and technical, marketing,
financial,planning, and other confidential or proprietary information as defined under Florida law
and exempted from disclosure by the Florida Public Records Act, Chapter 119,Fla. Stat(hereafter
"Confidential Information").Confidential Information shall not include any information that: (i)
was in the possession of the Recipient before receipt from the Disclosing Party; (ii) is or becomes
available to the public through no fault of the Recipient; or (iii) is received by the Recipient in
good faith from a third party having no duty of confidentiality to the Disclosing Party. The
Recipient will not use any Confidential Information of the Disclosing Party for any purpose not
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expressly permitted herein and will disclose the Confidential Information of the Disclosing Party
only to the employees or contractors of Recipient who have a need to know such Confidential
Information for purposes of carrying out its obligations under this Agreement, and who are under
a duty of confidentiality no less restrictive than Recipient's duty hereunder. Recipient will protect
the Disclosing Party's Confidential Information from unauthorized use, access, or disclosure in
the same manner as Recipient protects its own confidential or proprietary information of a similar
nature and with no less than reasonable care. In the event that the law requires the disclosure of
records considered to be Confidential Information, the Recipient will provide advance written
notice to the other Party prior to disclosing. The Parties acknowledge and agree that this
Agreement is not considered Confidential Information and, under Florida law, and must be
disclosed at a public meeting of the Collier County Board of County Commissioners. Licensor
shall not issue a press release about the existence or subject matter of this Agreement without the
prior written approval of Team Operator.
28. Notices.Notwithstanding anything contained in the License Agreement to the contrary,all
notices and demands required to be delivered hereunder will be deemed so delivered(i)at the time
delivered, if delivered by hand; (ii) one business day after being placed on the hands of a
commercial courier service for next business day delivery; or (iii) three business days after
placement in the United States Mail by registered or certified mail, return receipt request, postage
prepaid and must be addressed to the party to be notified at the following addresses unless and
until a different address has been designated by written notice to the other parties: if to Team
Operator: FC Naples USL,LLC Attn: Mark Mildenberg,549 NE 55th St.,Miami,FL 33137 with
a copy to Foley&Lardner,LLP Attn:Michael J.Wall, 111 Huntington Street,Boston,MA 02199;
if to Licensor: PARA SFM, LLC Attn: Jason Clement, CEO, 600 Cleveland Street, Suite 910,
Clearwater,FL 33755 with a copy to Bruce Rector, General Counsel 600 Cleveland Street, Suite
910, Clearwater, FL 33755. If the date a notice or other communication is due hereunder falls on
a Saturday, Sunday or Federal holiday, then such notice or other communication shall be due on
the next business day.
29. Assignment. Team Operator shall not assign this Agreement or any part thereof, without
the prior consent in writing of Licensor. Any attempt to assign or otherwise transfer this
Agreement, or any part herein, without Licensor's consent, shall be void. If Team Operator does,
with approval, assign this Agreement or any part thereof,it shall require that its assignee be bound
to this Agreement and to assume from Team Operator all the obligations and responsibilities that
Team Operator has assumed toward Licensor.Notwithstanding the foregoing,Team Operator shall
have the right, without the prior written approval of Licensor but upon prior written notice, to
assign this Agreement to another legal entity that,with the League's approval,will hold the League
franchise of the Team that will use the Facility, provided that the assignee assumes all the
obligations of the Team Operator hereunder arising from and after the date of such assignment.
Licensor has the right to assign all of its rights and obligations under this Agreement to Collier
County, Florida (or to any successor management company retained by the County for
management of the Paradise Coast Sports Complex),provided that it shall require that its assignee
be bound to this Agreement and to assume from Licensor all the obligations and responsibilities
that Licensor has assumed toward Team Operator.
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30. Entire Agreement; Binding Effect. All negotiations, considerations,representations,and
understandings between the parties with respect to this Agreement have been reduced to writing
and are incorporated herein, shall be binding on the parties,their respective heirs, successors, and
assigns, and cannot be waived by any oral representations unless the same be reduced to writing,
signed by the parties or their duly authorized agent(s) and incorporated herein.
31. Waiver. No waiver by Licensor of any default shall operate as a waiver of any other
default,or of the same default on a future occasion.No delay or omission by Licensor in exercising
any right or remedy shall operate as a waiver thereof, and no partial exercise of a right or remedy
shall preclude any other or future exercise thereof, or the exercise of any other right or remedy.
32. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any
other provision,and this Agreement shall be considered as if such invalid,illegal,or unenforceable
provision had never been included herein.
33. Headings. The headings of the section contained herein are for convenience only and do
not define, limit, or construe the contents of such sections or this Agreement.
34. Governing Law. This Agreement shall be governed and construed in accordance with the
laws of the State of Florida,without regard to its choice-of-law principles. Any claim arising under
this Agreement shall be prosecuted exclusively in a federal or state court of competent jurisdiction
located within Collier County, and the Parties consent to the jurisdiction of such court and to the
service of process by mail.
35. Grant of Exclusive Rights as to Commercial Affiliations.
35.1 The Parties acknowledge that their respective rights and obligations with respect to
temporary advertising for Home Matches and Team-Related Events are set forth in Section 8 above
and elsewhere in this Agreement. Licensor hereby grants to the Team Operator, during the Term
of this Agreement, the exclusive right (to the exclusion of others as well as the Licensor
representing itself or the County) (i) to enter into advertising, sponsorship, and promotional
agreements ("Commercial Affiliations")relating to the Facility, subject to Section 8.3 above and
except as set forth in Section 35.3 below, and (ii) to use, for the purpose of fulfilling Commercial
Affiliations, any and all advertising, sponsorship,promotional and/or solicitation opportunities of
any form inside or outside of the Facility on any and all Platforms relating to the Facility. For the
purposes hereof, "Platforms" means any temporary or permanent signage or other technology
used for delivery of information(including,but not limited to, video images) to Facility patrons,
end users or consumers, including, without limitation, the Facility's CCTV system, digital
vomitory signage,static signage,non-static video boards,concourse displays and activations,LED
signage and fascia displays,portable or rotating signage, signage hanging from or displayed in the
Facility's interior or on its exterior,scoreboard displays,field sponsorship rights,suite sponsorship
rights, seating section sponsorship rights,bench signage, light towers, berms,parking lot signage
and displays,concession stands signage and displays,the Internet,wireless and other technologies
designed to reach mobile phones and other mobile devices, and any and all digital platforms
including, but not limited to the Facility website, the Facility's social media platforms (e.g.,
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Twitter,Instagram, Facebook) as well as pages or microsites on platforms such as YouTube, and,
during the Term hereof, any successor, supplementary, replacement, or new technology
performing substantially similar functions as(or enhanced or additional functions with respect to)
Platforms in existence on the date hereof.
35.2 Team Operator shall have the sole discretion to determine the terms and conditions,
including pricing and other financial terms, of Commercial Affiliations entered into under this
Section 35 during the Term, provided, however, that Team Operator shall not enter into a
Commercial Affiliation with a term that extends beyond the Initial Term or then-current Option
Term without the prior written approval of Licensor. Licensor agrees that after the date hereof and
before the Effective Date, it will not enter into a Commercial Affiliation for a term that extends
beyond the Effective Date without the prior written approval of Team Operator, which approval
may be granted or withheld in Team Operator's sole discretion and may be conditioned upon
Licensor's assignment of such Commercial Affiliation to Team Operator. Licensor agrees that
from and after the date hereof and during the Term,agreements that Licensor enters into with third
parties for the hosting at the Facility of games or other events after the Effective Date (i) will not
include advertising, sponsorship, or other promotional rights without Team Operator's prior
written approval and (ii) will recognize and give effect to the exclusive rights granted to Team
Operator under this Section 35 with respect to Commercial Affiliations.
35.3 The exclusive rights provided in Section 35.1 (i)shall not include the right to name
the Facility itself, which right is exclusively reserved to Licensor during the Term, and (ii) shall
not apply to any advertising, sponsorship, and promotional rights that are not controlled by
Licensor as of the date hereof under Pre-Existing Agreements. Without limiting the generality of
the foregoing,Team Operator hereby acknowledges and agrees that certain tenants or licensees of
the Facility control,under the terms and conditions of Pre-Existing Agreements,various temporary
advertising,sponsorship,and promotional rights related to the Facility and/or to the teams or others
playing or performing in games, concerts and/or other events that take place in the Facility during
the Term.
35.4 In consideration for the rights granted under Section 35.1, Team Operator agrees
to pay Licensor(i)during each Contract Year,the amount of One Hundred Twenty-Five Thousand
Dollars ($125,000) (the "Base Fee") plus (ii) the dollar amount (on a non-cumulative basis) set
forth on Exhibit E attached hereto (the "Commission") if and as each threshold of Sponsor
Revenues set forth on such Exhibit is attained during a Contract Year. For the purposes hereof,
"Sponsor Revenues"means the total gross revenues actually received by Team Operator during
a Contract Year under Commercial Affiliations that are entered into by Licensor after the date
hereof and before the Effective Date(as approved by Team Operator under Section 35.2 above) or
that are entered into by Team Operator after the Effective Date, in each case net of applicable
taxes, asset creation costs, direct activation costs, sales commissions and out of pocket expenses.
35.5 Team Operator shall pay the Base Fee in equal installments on a quarterly basis
together with the License Fees payable under Section 3.3 above and shall calculate and pay the
Commission within thirty (30) days after the end of each Contract Year based upon the Sponsor
Revenues received by Team Operator during such Contract Year. For the avoidance of doubt,
19
110
I
Team Operator shall have no obligation to pay, and Licensor is not entitled to receive, the
Commission,if and to the extent that Sponsor Revenues are not actually received.
[Signature page follows]
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS USE FACILITY
LICENSE AGREEMENT BY THEIR DULY AUTHORIZED REPRESENTATIVE, ON THIS
DAY ,2023.
TEAM OPERATOR:FC NAPLES USL,LLC
BY: 1 A-
TITLE: C-e U
(AUTHORIZED SIGNATURE—TEAM OPERATOR)
PRINTED NAME: V__06--e,4c, AA zr1;an
WITNESS: �� \i-eAr k
(REQUIRED)
LICENSOR: PARR SFtK
BY:
TITLE: Otnager
(AUTHORIZED SIG —LICENSOR)
WITNESS:
(REQUIRED)
20
C AO
1 1 D
COLLI OUNT APPROVAL
BY:
Chris Hall, Chairman
(REQUIRED)
By its execution hereof,the County acknowledges and agrees that,in the event that Licensor
assigns this Agreement to the County under Section 29 hereof, this Agreement shall remain
in full force and effect and the County shall thereupon assume all obligations of Licensor
under this Agreement.
ATTEST
CRYSTAL K.KINZ L,CLERK
BY: i�
Attest as to Chairman,
Signature only
I
1
Appro -41V. and legality
itildi /
Jeffrey A. 1;1 zko 'County Attorney
I
21 ‘.1#4)(
110
Exhibit A
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— !•rr_ . • .all ,.
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collectively"the Facility' .�f� 1 :.
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J ^ ,.r.t-.�i re a ae"ee~q, I 11°0 ) r.. 7;d. . ' Yt'`�. �wr•-a.! 'A
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i ,n•t rrtur .-. t i:I:rS )f• '• . ' :th PARADISE CORST.
• ,,y.rs
22
c_'AU
! 10
Exhibit B
Pre-Existing Agreements
Beverage Sales Agreement, dated February 21,2023, by and between PepsiCo Beverage Sales,
LLC and PARA SFM,LLC
23 C'A(
110
ed PEPSI BEVERAGES COMPANY
BEVERAGE SALES AGREEMENT
This sets forth the agreement("Agreement')between PepsiCo Beverage Sales,Td!',a Delaware
limited liability company,and its affiliates and/or respective subsidiaries collectively comprising
Pepsi Beverages Company with an office located at 1225 Industrial Blvd,Naples,FL 34104
("Pepsi")and PARA SEM.,LLC,with its principal place of business at 3940 City Gate Blvd N,
Naples,FL 32117("Customer').The support described below is in lieu of any other discounts,
allowances or rebates to which Customer might otherwise be entitled from time to time.When
fully executed,this Agreement will constitute a binding obligation of both patties until expiration
or termination.
Definitions
As used in this Agreement, the following capitalized terms have the respective meanings
assigned thereto below.
"Beverage" or "Beverages" means all carbonated and non-carbonated, non-alcoholic drinks,
however dispensed during the Term of the Agreement.
"Cases" means cases of Packaged Products(as defined herein) purchased by Customer from
Pepsi during the Term,initially delivered in quantities of 24 plastic bottles,aluminum cans,glass
bottles(or equalized 24 pack cases,e.g.,two 12-pack cases),eight 2-liter plastic bottles,or such
other size,quantity and type of containers as Pepsi may make available from time to time during
the Term.
"Competitive Products"means any and all Beverages other than the Products.
"Customer Marks" means (i) the Designations (as defined below) and (ii) Customer Marks
including, without limitation, characters, colors, emblems, designs, identifications, logos,
mascots, name, service marks, symbols, trademarks, all trade names, uniforms and otbrr
proprietary designations associated'with or related to Customer,the Facilities at the beginning of
the Term or which will be created during the Term,if any.
"Designations"includes,but are not limited to,the following:"Official Water and Soft Drink of
Paradise Coast Sports Complex'.
"Equipment"means equipment loaned by Pepsi to Customer to dispense,store or cool Products
(as defined below),as more fully described in Section 5 herein.
"Facilities"means the entire premises of every facility owned,leased,occupied or operated by
Customer or its Food Service Provider throughout the Term,including all buildings,the grounds,
parking lots, dining facilities, snack bars, food carts, athletic facilities, retail locations,
unattended retail locations,micro marts,concession stands,unbranded and branded food service
outlets and vending areas. "lacilitaies" shall also be deemed to include convenience store
operations and restaurants in place at the beginning of the Term or initiated dining the Term in
space leased to third-party commercial tenants within Customer-owned buildings.
"Food Service Provider''means any third party which sells or serves Beverages at the Facilities
during the Term.
"Gallons"means gallons of the Posvmix Products purchased by Customer from Pepsi during the
Term.
"Packaged Products"means Beverages that are sold or distributed by Pepsi in pre-packaged
4 form(e.g.,bottles and cans). A current list of Pepsi's Packaged Products is listed in ached
I 1 0
lxitibit A which maybe amended by Pepsi from tome to time.
"Postmix Products"means Beverages sold and/or distributed by Pepsi and used to create and
prepare fountain beverages,frozen carbonated or non-carbonated beverages. A current list of
Pepsi's Postmix Products is listed in attached Exhibit A which may be amended by Pepsi from
time to time.
"Products"means Postmix Products,and Packaged Products_
"Units"means the total combined Gallons and Cases during any applicable time period. For the
purposes of measuring total Units only,I.Case of Packaged Products equals 1 Gallon of Postmix
Product.
"Year"means each 12-month period during the Term commencing on the fast day of the Term or
an anniversary thereof.
1.Term,
The term of this Agreement will commence on January 15,2023 and the term will expire upon
the later of January 14,2027 or at such time as Customer's collective purchases of Products
meets or exceeds a volume threshold(the"Volume Threshold")of 12,000 Gallons and Cases
(the'Terns").For the purposes of measuring the Volume Threshold only, 1 Case of Packaged
Product equals 1 Gallon of Postmix Product.Thus,in the event the Volume Threshold is not met
on or before the date indicated above,then the Term will automatically extend for the period of
time necessary until the Volume Threshold has been met(the"Automatic Extension").Except
for applicable Rebates,which may be earned during the Automatic Extension,Pepsi will not
provide any other funding to Customer during the Automatic Extension.In the event Customer's
contractual relationship with Collier County to manage the Paradise Coast Sports Complex is
terminated for at any time or for any reason,the parties agree that Customer shall have the sight
to terminate the Agreement immediately or assign all of its rights and obligations under the
Agreement to Collier County,Florida(or to any successor management company retained by the
County for management of the Paradise Coast Sports Complex).
g.Performance
This Agreement,including all of Pepsi's support to Customer as described below,is contingent
upon Customer's compliance with all of the following performance criteria throughout the Term:
(A)F,aclus'[vity. Pepsi will be the exclusive Beverage supplier to Customer and the Facilities.
Customer will take all necessary steps to ensure that the Products are the exclusive Beverages of
their respective types sold, dispensed or otherwise made available, or in any way advertised,
displayed, represented or promoted at or in connection with the Facilities by any method or
through any medium whatsoever (including without limitation digital, print,broadcast,direct
mail,coupons,handbills,displays and sigpage),whether public or private. Customer will not
serve,dispense or otherwise make available or permit the availability ofy or in any way advertise,
display,represent or promote,beverage products licensed by,or produced by bottlers licensed by,
The Coca-Cola Company or any affiliate thereof or any other supplier of Competitive Products.
(B)Purchase and Resale of Products.
Customer agrees to continuously purchase and require its Food Service Providers and purchasing
representatives to purchase,Products exclusively and directly from Pepsi.Throughout the Term,
Customer will continuously serve,dispense,sell and/or otherwise make Products available to its
customers throughout the Facilities. Customer agrees to pay all accounts owing to Pepsi in
accordance with payment terms as established by Pepsi.
(C)Fountain Products.
Customer agrees to use the Postmix Products for use in preparing the fountain beverage products
(the"Fountain Products"): (i)in accordance with the standards establish
not staabl reby P Pepsi and
only for immediate or imminent consumption; Customer agrees
Products either to nonaffiliated outlets or to consumers in any form other than the Fountain
Products.
(D)Ancillary Product. Customer agrees to purchase and require its food Service Providers and
1 .1 (_
110
purchasing sepiesentatives to purchase all their respective requirements for carbon dioxide and
branded disposable caps("Ancillary Products")exclusively from Pepsi
(() Brand Identification. Customer must display appropriate brand identification for eaoh
Product served on all menus (including catering and digital), menuboards and postmix
dispensing valves at each of the Facilities throughout the Terra.
(F)Product Mia Minimum SKU/Brand Requirement.
Throughout the Term, Customer agrees to offer a reasonable mix of Pepsi's Products end
package sizes for sale and distribution throughout the Facilities including,carbonated soft drinks,
water,isotonics,coffees and teas,juices,energy drinks and other beverages available from Pepsi,
If Customer limits the portfolio of Products and/or package sizes offered at the Facilities at any
time during the Term,Customer acknowledges that Pepsi will have the right to adjust the funding
offered hereunder to Customer on an equitable basis commensurate with any negative impact
such portfolio change may have on projected sales under the Agreement
(0)Restrictions for Products. The parties recognize and agree that there are certain additional
territorial restrictions that pertain to the purchase and resale of the Products. To the extent any
prospective Facilities are located outside the territories serviced by Pepsi,then Pepsi may,upon
request by Customer,use commercially reasonable efforts to facilitate an agreement between the
Pepsi-Cola bottler servicing the applicable territory and Customer with terms substantially
similar to the terms of this Agreement Furthermore,Customer agrees not to distribute or resell
the Products,directly or indirectly,outside the territories serviced by Pepsi and shall cause its
p,rohaeing representative to abide by such territorial seytiictions.
(H)Food Service Providers. If either.(i)Customer switches Food Service Providers during the
Term or(ii)Customer is self-operated and converts to a Food Service Provider model during the
Term,then Customer must require such Food Service provider to abide by the applicable pricing
and other terms set forth in this Agreement to the exclusion of all other benefits,including in
connection with any agreement such Food Service Provider may separately have with Pepsi or
Pepsi's affiliates. In the event that Customer fails to adhere to this requirement(or the Food
Service Provider refuses to abide accordingly),then Pepsi shall be entitled to adjust its pricing,
funding or other consideration offered to Customer herein on an equitable basis to neutralize any
negative impact such change may have on the economics of the original Agreement.
(I)Best Taste Limit and Product Handling.Customer understands that the Products provided
hereunder are provided with a best taste limit("BTL")date printed on the packaging. Neither
Pepsi nor the bottlers replace Products that are past the BTL date. Customer agrees that no
Product shall be sold past the BTL date,and that it shall abide by policies on product handling
and quality control periodically published by the manufacturer.
3.Monetary Funding
Provided Customer is not in breach of its performance obligations under this Agreement,Pepsi
agrees to provide Customer with the finding described below.
(I)Conversion Funds.
In Year I only,Pepsi agrees to provide Customer with one-time conversion funds payable to
Customer within ninety(90)days after the end of the Year(the"Conversion Funds").The
Conversion Funds for the Year shall be calculated based on the volume of Cases purchased
by Customer and Food Service Providers in the applicable Year, according to the index
below
i�i
11Q
(K)Sponsorship Frmds.
In each of Years 2 through4,Pepsi shalt calculate the total number of Cases purchased by the
Facilities from Pepsi pursuant to this Agreeme and P si a to provide Customer'with
sponsorship fiords calculated at the rate of Case(the"Sponsorship
Funds"). The Sponsorship Funds, as applicable,will be paid to Customer within ninety(90)
days after the end of each applicable Year.
(L) Rebates.Bach Year throughout the Term, Pepsi agrees to calculate the total number of
eligible Cases and Gallons purchased by each of the applicable Facilities from Pepsi pursuant to
this Agreement,and will provide Customer with rebates calculated based on applicable rates set
forth below(the"Rebates").The Rebates,as applicable,will be paid by Pepsi within sixty(60)
days after the end of each Year.The parties agree that Pepsi will not accrue or pay any Rebates
for sales to Facilities that are in breach of the Performance Requirements listed in Section 2
above.
4.Equipment and Service
(A) Equipment. Pepsi will loan to Customer, at no charge, appropriate Equipment for
dispensing the Products at the Facilities (except where local law,rule or regulation prohibits
uncompensated placement of Equipment by soft drink vendors,in which case Pepsi will charge
the minimum legal rental fee pursuant to a separate agreement with Customer). Where permitted
by applicable local law,rule or regulation,the Equipment will be exclusively used to display and
merchandise the Products as reasonably determined by Pepsi,and Customer will.Led use the
Equipment to display, stock,advertise, sell or maintain any other products (including on the
exterior of the Equipment).Title to such Equipment will remain vested iu Pepsi or its affiliate
and Customer Will return all Equipment to Pepsi upon expiration or earlier termination of this
Agreement At Pepsi's request, Customer 'will provide Pepsi with a written Equipment
verification list indicating the asset number,Equipment type, and location of the Equipment
loaned to Customer pursuant to this Agreement To the extent that future technology
enhancements, equipment platforms or products to support these platforms are substantially
different in scope or composition compared to existing equipment components and products,
Pepsi and Customer will work in good faith to negotiate the economic terms for implementation
of the new technology equipment
(B)Service. Pepsi will provide,at no°barge to Customer,preventative maintenance and service
to the Equipment Pepsi will also provide Customer with a telephone number to request
emergency repairs and receive technical assistance related to the Equipment after business hours.
Pepsi will promptly respond to each Customer request,and will use reasonable efforts to remedy
the related Equipment problem as soon as possible.Notwithstanding the foregoing,Customer
acknowledges that delays in service may be caused by factors well outside of Pepsi's control,and
therefore Pepsi's service record will be measured in the aggregate snnh that an isolated failure is
not a material breath of the Agreement
5.Pinning
Customer will purchase, and will require that its Food Service Providers and any other third
parties or purchasing representative for the Facilities to purchase, Products and Ancillary
Products directly and exclusively from Pepsi pursuant to the pricing and teems and conditions set
forth herein The initial pricing schedule for Products is set forth on attached Exhibit A,which
6?)?
� 10
may be changed by Pepsi from lime to time during the Term. Pepsi will be entitled to pass-
through any incremental fees,deposits,taxes or other governmentally imposed charges(whether
local, state, federal or judicially imposed on manufacturers, distributors, consumers or
otherwise). The pass-through of any such governmentally imposed fees, deposits, taxes or
charges on the Products well not be subject to any pricing cap or notification restrictions that may
be specified in this Agreement.
G.General Terms
(M)Termination for Default.
Either party may terminate this Agreement if the other commits a material breach of this
Agreement;provider],however,that the terminating patty has given the other party written notice
of the breach and the other party has famed to remedy or cure the breach within thirty(30)days
of such notice. If for any reason Customer closes one or more Faoili i:es or if one or more
Facility breaches the Agreement,then Pepsi shall have the option,in lieu of termination of the
entire Agreement,to(i)adjust funding in Section 3 commensurate with the projected decline in
volume; and(ii)terminate the Agreement only as it pertains to the sold, closed or breaching
Facilities. Notwithstanding the foregoing, this paragraph will not apply to seasonal Facility
closures with Pepsi prior written approval,such approval not to be unreasonably withheld.
(N)Additional Termination Rights Available to Pepsi and Customer.
Without prejudice to any other remedy available to Pepsi at law or in equity in respect of any
event described below,this Agreement may be terminated in whole or in part by Pepsi upon
thirty(30) days'advance written notice to Customer if(i) my of the Products are not made
available at the Facilities as required in this Agreement;(ii)any of the rights granted to Pepsi
herein are materially restricted or limited during the Term; or(iii)a final judicial opinion or
governmental regulation prohibits, or materially impacts or impairs (e.g., beverage tax or
package size restriction)the availability or cost of Beverages,whether or not due to a cause
beyond the reasonable control of Customer. Before Pepsi exercises its right to terminate as
described in this Section,Pepsi agrees to engage in good faith renegotiations with Customer to
adjust the funding offered to Customer herein on an equitable basis to neutralize any negative
impact such change may have on the economies of the original Agreement. If Customer's
agreement with Collier County to manage the Paradise Coast Sports Complex is terminated for
any reason prior to the expiration of the Tern of this Agreement,Customer may either assign all
of its rights and obligations under the Agreement to Collier County,Florida(or to any successor
management company retained by the County for management of the Paradise Coast Sports
Complex)or terminate it immediately without any financial penalty to Customer.
Remedies. If the Term of this Agreement is terminated early for any reason other than an
uncured material breach by Pepsi pursuant to subsection(A)above, if Customer's agreement
with Collier County to manage the Paradise Coast Sports Complex is terminated,or if Customer
loses the rights to distribute beverages at the outlets,Customer and its Facilities will surrender to
Pepsi all Equipment provided by Pepsi and will forfeit all funding not paid as of the date of
termination. Remedies below also will not apply if Customer loses the rights to distribute
beverages at the outlets.
CO)
(C)Expiration.
Upon expiration of this Agreement,if Customer has not entered into a further agreement with
Pepsi for the purchase of the Products,Customer will surrender to Pepsi all Equipment installed
in the Facilities.
(D)Indemnification. Pepsi will indemnify and hold Customer harmless from any and all suits,
actions, claims, demands, losses, costs, damages, liabilities, fines, expenses and penalties
(including reasonable attorneys'fees)arising out of:(i)its breach of any term or condition of this
Agreement; (ii) product liability suits resulting from the use or c onsumnption of Products
purchased directly from Pepsi;and/or(iii)the negligence or willful misconduct of Pepsi under
this Agreement,(except to the extent such claims arise out of Customer's negligence or willful
misconduct). To the extent permitted by applicable law,Customer will indemnify and hold
Pepsi,its subsidiaries,affiliates or assigns harmless from and against any and all suits, actions,
claims, demands, losses, costs, damages, liabilities, fines, expenses and penalties (including
reasonable attorneys' fees) arising out of (i) its breach of any term or condition of this
Agreement;and/or(ii)the negligence or willful misconduct of Customer(except to the extent
such claims arise out of Pepsi's negligence or willful misconduct). The provisions of this
Section shall survive the temunation of this Agreement
110
(E) Insurance. Bach party will obtain and maintain and keep in fall force and effect the
following forms of insurance with the minimum limits of insurance stated below.Furnishing
acceptable evidence of insurance as required hereunder shall not relieve either party or any
subcontractor from any liability or obligation for which it is otherwise liable under the terms of
this contract,nor is liability limited to the amount of this contract
Form of Insurance Minimum Limits of Insurance
(i)Disability As required by law
(it)Unemployment As required by law
(iii)(1)Workers Compensation and Statutory
(2)Employers Liability $1,000,000 per occurrence
(31/disease)
(iv)Commercial General Liability on an $I,000,040 per occurrence and
occurrence basis,and shall be at least as broad as
ISO 2007 form CG 00 01
(v)Business Automobile Liability written on an $1,000,000 per occurrence
occurrence form and shall be at least as broad as combined single limit for bodily
ISO form CA 00 OI injury and property damage liability
(vi)Umbrclla/Excess Liability on a follow form
basis excess of the Commercial General Liability, $2,000,000 per occurrence and
Business Automobile Liability Insurance and aggregate
Employers Liability
The coverage amounts set forth above may be met by a combination of underlying and umbrella
policies so Long as in combination the limits equal or exceed those required.
All coverage must b e written on an occurrence basis and mast be maintained without interruption
from the date of this agreement until the date of termination of this agreement All coverage shall
be primary and non-contributory to Kay other insurance available to the other party.Should any
of the above-described policies be canoelled before the expiration date thereof,the party or
party's representative will mail thirty (30) days written notice to the certificate holder. The
policies shall be'written with insuring company(ies)with AM Best financial strength ratings of
"A-"or higher and financial size oategories of"Vl1"or greaten The commercial general liability,
business automobile liability and umbrella/excess liability policies shall list the other party and
its subsidiaries, affiliates, directors, officers, employees, partners and agents as additional
insured.The commercial general liability,business automobile liability,workers compensation
and employer's liability and mnbrella/excess liability policies shall contain a waiver of
subrogation in favor of the other party where allowed by lam Each party end any subcontractors
shall provide certificates of insurance evidencing the insurance required within prior to
commencing any work
(F)Right of Offset.
Pepsi reserves the right to withhold payments due hereunder as an offset against amounts not
paid by Customer or its Food Service Providers for Products ordered from and delivered by
Pepsi,and any and all balances due and payable to Pepsi pursuant to this Agreement or any
separate services agreement between Customer and Pepsi and/or its subsidiaries and affiliates.
(G)Non-Disclosure.
Except as may otherwise be required by law or legal process or as reasonably necessary for
either pasty to enforce its rights hereunder,neither party will disclose to unrelated third parties
the terms and conditions of this Agreement without the consent of the other.
(II)Assignment-
Neither this Agreement nor any of the rights,interests or obligations hereunder shall be assigned
or otherwise transferred by either party(whether by operation of law or otherwise)without the
prior written consent of the other party,provided,however,that Pepsi may assip and transfer
this Agreement(in whole and not in part)to an affiliate without the consent of Customer hereto
if such affiliate is(x)capable of fully performing all obligations of the assignor hereunder and
(y)agrees,in writing to perform all of the obligations and assume all liabilities of the assignor
hereunder and further,provided however,that in the event Customer's contract to manage the
Paradise Ccuct Sports Complex is terminated at any time and for any reason, Customer shall
have the right to eccigu all of its rights and obligations under the Agreement to Collier County,
110
Florida(or to any successor management company retained by the County for management of
the Paradise Coast Sports Complex). In the event that a third party acquires Customer or
substantially all Facilities or if Customer is acquired or merges with a third party.Customer will,
in oonnection with such transaction,cause the acquiring partylmerged entity,in writing,to ratify
this Agreement and assume all of the obligations of Customer hereunder.In the event that
Customer does not deliver written evidence of such ratification and assumption of this
Agreement by the acquiring party or merged entity within ten(10)days following the closing of
the transaction, Customer will be in breach of this Agreement and Pepsi may, at its option,
terminate this Agreement effective immediately and Customer will pay to Pepsi all sums
specified in Section 7(C)herein.
(I)Governing Lays.
The laws of the state of New York govern all matters arising out of this Agreement.
(I)Price Discrepancy.
Any price discrepancy claim must be submitted to Pepsi within 365 days of the date of the
invoice in question. If Customer makes a price discrepancy claim within 90 days of the invoice
date, Customer must submit a written request specifying the particular Product, amount in
dispute and reason for the dispute. This request should be addressed to:
Accounts Receivable
Pepsi-Cola Customer Service Center
P.O.Box 10
Winston-Salem,North Carolina 27102
If Customer makes a price discrepancy claim from 91 to 365 days after the date of invoice,in
addition to the written request as specified above,Customer must submit to Pepsi a copy of the
invoice in question,copies of any check remittances pursuant to the invoice in question and any
additional supporting documentation.
(K)Tax.
Neither Pepsi nor its affiliates will be responsible for any taxes payable,fees or other tax liability
incurred by Customer in connection with the consideration or my other fees payable by Pepsi
under this Agreement.If Pepsi is charged common area maintenance fees,taxes or other Charges
related to Pepsi's occupation of the space allocated to its Equipment at the Facilities,Pepsi may
make an adjustment to the consideration provided Section 4 above to offset for such costs.
(L)Force Majeure.
No party will be responsible to the other for any failure,in whole or in part,to per form any of its
respective obligations hereunder,to the rodent and for the length of tree that performance is
rendered impossible or commercially impracticable resulting directly or indirectly from any
foreign or domestic embargo, product detention, seizure, act of 6od, pandemic, epidemic,
insurrection,war anchor continuance of war,the passage or enactment of any law ordinance,
regulation,ruling,or order interfering directly or indirectly with or rendering more burdensome
the purchase,production,delivery or payment hereunder,including the lack of the usual means
of transportation due to foe,flood,explosion,riot,stale or other acts of nature or man that are
beyond the control of the parties unless such contingency is �excludedwill another
part
of this Agreement("Force Majetrne Evenf'). Any party(s)
efforts to minimize the effects thereof and(ii)promptly notify the other party(s)in writing of the
Force Majeure and the effect of the Force Majeure on such party's ability to perform its
obligations hereunder. The affected party(s) will promptly resume performance after it is no
longer subject to Force Majeure.In the event Customer's performance is temporarily suspended
pursuant to a Force Majeure Event, Pepsi's funding obligations will be suspended for the
duration.of Customer's nonperformanr1. Once Customer resumes performance or in the event
Customer is able to perform some,but not all of its obligations herein,any fixed,advanced,or
guaranteed funding will be adjusted commensurate with the decline in volume associated with
the suspended or partial performance.
(M)Waiver.
No failure or delay of either party to exercise any rights or remedies under this Agreement will
operate as a waiver thereon nor will any single or partial exercise of any rights or remedies
preclude any further or other exercise of the same or any other rights or remedies. Any waiver
must be in writing and signed by the party waiving the rights.
110
(N)Relationship of the Parties.
The parties are independent contractors with respect to each other. Nothing contained in this
Agreement creates a joint venture partnership between the parties.
(0)Construction.
Customer and Pepsi acknowledge that both parties participated equally in the negotiation of this
Agreement and that,accordingly,in interpreting this Agreement,no weight shall be placed upon
which party hereto or its counsel drafted the provision being interpreted_
(P)Notices.
Any notice which either party is required or permitted to give hereunder will be in writing,
signed by the notifying party and will be either delivery by band or nationally recognised
overnight courier service or deposited in the United States mail, certified or registered mail,
return receipt requested,postage paid, addressed as follows:If to Customer,to the name and
address set forth in the preamble herein with a copy thereof to:PARA SFM,LLC,600 Cleveland
Street,Suite 910,Clearwater,FL 33755,Attention General Counsel or to such addresses as the
parties may subsequently provide in writing. If to Pepsi,to the name and address set forth in the
preamble herein,with a copy thereof to:Pepsi Beverages Company,700 Anderson Mil Road,
Purchase,NY 10577,Attention:PBNA Division General Counsel or to such addresses as the
parties may subsequently provide in writing. Notice will be deemed to have been given when
delivered by hand or nationally recognized overnight courier service, or when received as
evidenced by the return receipt,or the date such notice is first refused,if that be the case.
(Q)Right of First Negotiation/Refusal.
As of the commencement of this Agreement until ninety(90)days prior to the expiration of the
Term, Customer hereby agrees to grant Pepsi exclusive negotiation rights with respect to
extending the current Agreement or entering into a new agreement for Beverage pouring rights at
the Facilities upon expiration of the current Term. If the parties have not entered into a new
agreement by the ninetieth day prior to expiration of the Term,Customer will be free to enter
into disoussions/negotiations with third parties except that Customer hereby grants Pepsi the
absolute right of first refusal to match any bona fide offers made by a third party with respect to
Beverage pouring rights/sales at the FaciTlties. Customer will provide Pepsi with details of any
such bona fide offers,and Pepsi will have a fifteen(15)day window to decide whether it will
match such offer and exercise its right of f rst refusal. The parties agree that beverage
type/category and not brand names will be considered for the purposes of detennining a match.
In the event that Pepsi deolines to match such offer,or falls to respond within the fifteen(15)day
period,then Customer will be free to enter into an agreement with any third party based on terms
and conditions equal or favorable to those presented to Pepsi in connection with the notice
specified herein.
(R)Distribution Limitations.
Pepsi reserves the right to limit quantities,withhold or deduct funding as an offset to amounts
not paid by Customer or terminate this Agreement if Customer (i) sells Products directly or
indirectly fox resale outside of the Pepsi's exclusive territory where the Facility operates and(ii)
purchases Products outside Pepsi's exclusive territory where the Facility operates and resells
such Products within Pepsi's exclusive territory.
(S)Entire Agreement.
This Agreement contains the entire agreement between the parties hereto regarding the subject
matter hereof and supersedes all other agreements between the parties. This Agreement may be
amended or modified only by a writing signed by each of the parties.
(T)Representations.
Bach of the undersigned parties, represent and warrant to the other that (1) the execution,
delivery and performance of this Agreement will not violate any agreements with,or rights of,
third parties or any statute,rule or regulation applicable to the party or any of its properties,
assets or operations (including without limitation any financial reporting and disclosure
requirernents promnlgated by the Securities and Exchange Commission),(2)it is duly authorized
and empowered to bind itself to the terms and conditions of this Agreement for the duration of
the Term and(3)it possesses legal authority to enter into and perform the terms and conditions
of this Agreement
6r°
tI0
Signatures to Follow
0
IN WITNESS WHEREOF,the undersigned have caused this Agreement to be duly executed as
of the date set forth below.
PepsiCo Beverage Sales,LLC PARA SFM,LLC
di t
By: ____By(----7: CA'C)
Print Name: PrintNalne• ��
_ �r l
Title_ btreetti c (eG Title: C 9°
Date: 2474)C o__.. Date: /L!b.3
0
Exhibit A
Product and Prices
Paeka4e ' Proderp/dnrenOii vj target Price '
I umr1EL Water FETE liter Mi..IfeWift TM LifeWTRTomi $22is
1Ltter1Si. Water Pf t 1 lter35LAquaiina TAL,ATMBrands $15.55
12oz121 NC3JE i2m_t21,..TropicanaTMA21Brands $20.70
12ozSP Wet rJ'T. 2ox2P.Aquaiina 14,_AliBrands $2.5.40
15.7oz 12L NCB Gtass,11.7az L'iLStarbucks M_All Brands $3850
lam 121 NC PFf_14CQ12LMUsUe Milk IM Muscle Milk Total S46.50
152oz+2L NCB PE„,5.7nz 321,0caan SarayiM_Aii Brands $22.55
15.20212E NC6 PE T5,*12i,_.i oteTdl_Alt Brands $2235
35.2nz 12L NCB PETP5.20 21,_Trdpicana'MUM!Brands $V_76
9R ?12L tiCSPTI_IB3o2121 Upton TM..Alt Brands $25.05
2Caz 241 Water_ 20p;2tit.,+qua1na Ttvi••{tquatlna Base Total $2135
2Cn±24L CSO PET 2Coz 24��!!TMS All Brands •$2620
25az24L Water PE_26o224LGatoradaTM AB Brands $26.35
20az24L water PET.200 'Al,' ufeWTRVMLLMOW+RTow1 $30.65
700mi 121 water JET 7adml l>t ife'NTR TT1LLifeWiR Total $18._75
Len�20z 221SLK AlCBjkTundrum fan Mr V.B.SLR Celsius M_A11 Bands $2535
Can 12 121_ NO3 AIuminnm(n 1Soz 2L_Siatbuiks TNt1A11 Salmis S32.55
Can 160z12E IJCB Aluminum n15oz12E_Rork srTNt_AllBrands $21.75
cAo
, a)
1111
Exhibit C
SEATING PLAN
24 CAn
I 1 D
Exhibit C
SEATING PLAN
Section 5 Section 6 Section 7
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H 1.2'3 4 1 $ t $ l le u II u II I>II II II II II II II M 11 3 . . •I . •I u a II II II u It II It 11 21 1. N 1 1 3 I $ • I . 11e II II a u 11 u II 1s Is•I 3111
L 1.2 3 4 3 I I • •le 1.II Is la is Is II is u n it 11 I 1 1 1 1 5 4 7 . 11.u u is is a lilt le 11 3111 II L I I I 4 1 4 t I 1 16 11 11.1 14 II II II 11 II 1e 21 1I
K PI3a • • t • •Iv 111212I.I111 it it un II 1) K I12aa • ) I3111111 a 11 I2 IS 111111II1111 K • 13 I • I 11111II 11 a 12la 11 srlI it 2e1111
J 1`2'$a $ • I . •le I1 17 11 II 13 11 11 11 II 11 11 a J I 3 1 I 1 I I I •11 a 11 J 1 1 3 4 • . I I I IC II 13 12 11 11 11 11 I.1•re 31 11
I 1 2.3 a 1 . 1 . 111 u a 13 1l 11 is II II all 11 11 I I 1 3 . $ I t 1 •uuu I 1 1 1 . 2 3 2 3 2 to.1 a II 11 It u u 11 a 11 11 31
Tunnel
H .1 I.'•I N-I•Ie II u u II IS II 11 II II 12 11 a H I 3 3 I I •- I 1 1 1.11 11 H 1 1 3 . 2 • 7 . I u I1 II 11 1111 IS It It II II I1 2.
D 1.3 3'4 4• t I•I e II 11 13 a 11 II a II 11 11 11 21 0 1 1 •11 11.1 G 13 3 4 s I , . 11,11 a u 1.11 I•a 11 u l e 1 l a
F 1 1.3.4'6 I F • •1e II 11 1,II is I.II 1s I2 12 11 13 F I i 3 . 3 • 7 • I I.11 12 F 1 2 I . • • 2 I I II II 11 II 14 II lI It 11 11 1e 11 12
E 1 2 3 . • . t • E
D 1• 3 a 1 I t . 1 2 3 2 1 2 t • D
C 1.3 2 44444 Sound System Concessions 1 1 3 2 • • 1 • C
1 2 3 • 2 e t • D
11,34 •41•
A 4 1 121 1 to II I IC 2 AA
Total By Section
1 GA 192 X
2 GA 341 X
3 GA 333 X
4 GA 341 X
5 Reserved 234 X
6 Reserved 148 X
7 Reserved 234 X
South Grass Berm GA 500 X
SE Turf Berm GA 250 X
NE Turf Berm GA 250 X
Scoreboard Deck GA 400 X
8 GA 341 X
9 GA 333 X
10 GA 341 X
11 GA 192 X
South Deck GA 160 X
North Deck GA 160 X
Suite 226 GA 8 X
Suite 204 GA 10 X
Suite 207 GA 10 X
Suite 209 GA 10 X
Suite 211 GA 25 X
Suite 214 Control Room —
Suite 215 GA 10 X
Suite 217 GA 10 X
Suite 227 Operations/Camera —
East Side Beer Garden 125 X
Pitch Circumference Field-side Premium 50 X
5,008
11Q
Exhibit D
INSURANCE REQUIREMENTS
1. LICENSEE'S INSURANCE
(a) Licensee shall,at its own expense, secure and deliver to Licensor not less than thirty(30)days
prior to the Effective Date and shall keep in force at all times during the Term of this Agreement:
(i) Commercial general liability insurance on an occurrence-based policy in form acceptable to
Licensor, including public liability and property damage, covering its activities hereunder, in an
amount not less than One Million Dollars($1,000,000)for bodily injury and One Million Dollars
($1,000,000) for property damage, Three Million Dollars ($3,000,000) aggregate, including
blanket contractual liability, independent contractors, and broad form property damage. All
insurance companies providing coverage under this Agreement,shall be licensed to do business in
the State of Florida and have an A.M.Best"A"rating." Policy coverage must include"Participant
Liability" or other otherwise state that coverage applies to liability claims made by athletic
• participants(this must be made clear on the certificate provided).
(ii) Hired and Non-Owned Auto Liability insurance in form acceptable to Licensor use covering
all vehicles operated by Licensee, its officers,directors,agents, and employees in connection with
its activities hereunder, with a single limit of not less than One Million Dollars ($1,000,000.00);
and
(iii) Applicable workers compensation insurance for all of Licensee's employees, as required by
applicable state and federal laws. For the avoidance of doubt, such workers compensation
insurance is not required for professional athletes.
(b) The following shall apply to the insurance policies described in clauses l(a)(i) and (ii)
above:
(i) "PARA SFM, LLC," "Sports Facilities Management, LLC", and "Collier County Board of
County Commissioners"shall be named as additional insureds thereunder,not less than thirty(30)
days prior to the Effective Date, Licensee shall deliver to Licensor certificates of insurance
evidencing the existence thereof, all in such form as Licensor may reasonably require. Each such
policy or certificate shall contain a provision or endorsement stating, "The policy will not be
canceled or materially changed or altered without consent of Licensor nor without first giving
thirty days' written notice thereof to Paradise Coast Sports Complex, General Manager, 3940 City
Gate Blvd.North,Naples,Florida 34117."If any of the insurance policies covered by the forgoing
certificates of insurance will expire prior to or during the time of a Home Match, Licensee shall
deliver to Licensor at least thirty (30) clays prior to such expiration a certificate of insurance
evidencing the renewal of such policy or policies.
(ii) Licensee hereby acknowledges that the coverage limits contained in any policy no way limit
the liabilities or obligations of Licensee under this Agreement, including, without limitation,
• Licensee's indemnification obligations.
25
11ii
2.LICENSOR'S INSURANCE
(a)Licensor shall,at its own expense, secure and deliver to Licensee not less than thirty(30)days
prior to the Effective Date and shall keep in force at all times during the Term of this Agreement:
(i) Commercial general liability insurance on an occurrence-based policy in form acceptable to
Licensee, including public liability and property damage, covering its activities hereunder, in an
amount not less than One Million Dollars ($1,000,000)for bodily injury and One Million Dollars
($1,000,000) for property damage, Three Million Dollars ($3,000,000) aggregate, including
blanket contractual liability, independent contractors, and broad form property damage. All
insurance companies providing coverage under this Agreement, shall be licensed to do business in
the State of Florida and have an A.M.Best"A"rating." Policy coverage must include"Participant
Liability" or other otherwise state that coverage applies to liability claims made by athletic
participants(this must be made clear on the certificate provided).
(ii) Hired and Non-Owned Auto Liability insurance in form acceptable to Licensee use covering
all vehicles operated by Licensor, its officers,directors, agents,and employees in connection with
its activities hereunder, with a single limit of not less than One Million Dollars ($1,000,000.00);
and
(iii) Applicable workers compensation insurance for all of Licensor's employees, as required by
applicable state and federal laws.
(h) The following shall apply to the insurance policies described in clauses 2(a)(i) and (ii)
above:
(i) "FC NAPLES USL, LLC" and "USL Pro-2, LLC" shall be named as additional insureds
thereunder, not less than thirty (30) days prior to the Effective Date, Licensor shall deliver to
Licensee certificates of insurance evidencing the existence thereof, all in such form as Licensee
may reasonably require, Each such policy or certificate shall contain a provision or endorsement
stating, "The policy will not be canceled or materially changed or altered without consent of
Licensee nor without first giving thirty days' written notice thereof to FC Naples USL, LLC, 549
NE 55th St., Miami, FL 33137." If any of the insurance policies covered by the foregoing
certificates of insurance will expire prior to or during the time of a Home Match, Licensor shall
deliver to Licensee at least thirty (30) days prior to such expiration a certificate of insurance
evidencing the renewal of such policy or policies.
(ii) Licensor hereby acknowledges that the coverage limits contained in any policy no way limit
the liabilities or obligations of Licensor under this Agreement, including, without limitation,
Licensee's indemnification obligations.
•
2y{
26
CE
it I 0
Exhibit E
SPONSOR REVENUES COMMISSION
Sponsor Revenues Base Fee Commissions Total Payment
$ 300,000 $ 125,000 $ - $ 125,000
$ 400,000 $ 125,000 $ - $ 125,000
$ 500,000 $ 125,000 $ - $ 125,000
$ 600,000 $ 125,000 $ 5,000 $ 130,000
$ 700,000 $ 125,000 $ 10,000 $ 135,000
$ 800,000 $ 125,000 $ 15,000 $ 140,000
$ 900,000 $ 125,000 $ 20,000 $ 145,000
In addition to the above,Licensor will receive 5%commission on any Sponsor Revenues over$900,000
27
110
Exhibit F
Fla. Stat. § 119.0701(2) - Contract Requirements
(2)Contract requirements. In addition to other contract requirements provided by law,each public
agency'contract for services entered into or amended on or after July 1, 2016, must include:
(a) The following statement, in substantially the following form, identifying the contact
information of the public agency's custodian of public records in at least 14-point boldfaced
type:
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS AT PARA SFM, LLC Attn: Jason Clement,
CEO, 600 Cleveland Street, Suite 910, Clearwater, FL 33755 with a
copy to Bruce Rector, General Counsel 600 Cleveland Street, Suite
910, Clearwater, FL 33755, brector(a,sportsfacilities.com, (727)-474-
3845, and/or the Collier County Custodian of Public Records at:
Communication and Customer Relations Division, 3299 Tamiami
Trail East, Suite 102, Naples, FL 34112-5746, Telephone: (239) 252-
8383
(b) A provision that requires the contractor to comply with public records laws, specifically to:
1. Keep and maintain public records required by the public agency to perform the service.
2. Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied
within a reasonable time at a cost that does not exceed the cost provided in this chapter or
as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the public agency.
4. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of the contractor or keep and maintain public records required by
the public agency to perform the service. If the contractor transfers all public records to
the public agency upon completion of the contract, the contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the contractor keeps and maintains public records upon
completion of the contract, the contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the public
Florida Statutes § 119.011(2) defines an "Agency" to include "any other public or private agency, person,
partnership,corporation,or business entity acting on behalf of any public agency."
28
CM)
11Q
I agency, upon request from the public agency's custodian of public records, in a format •
that is compatible with the information technology systems of the public agency. •
29