Loading...
Backup Documents 09/24/2024 Item #16F10 1 6 F 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO I. 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 Offer at the time the item is placed on the agenda. AU completed routing slips and original documents must he received in the County Attorney Office no later than tondos preceding the Board meeting. **ROUTING SLIP** Complete routing lines I through 42 as appropriate for additional signatures,dates,and/or information needed If the document is already complete tk ith the exception of the Chairman's signature,draw a line through routing lines#I through#2.complete the checklist,and forward to the County Attornes Office. Route to Addressee(s)(List in routing order) Office Initials Date 2. 3, County Attorney Office County Attorney Office (Air, fob 4. BCC Office Board of County Commissioners 614&//14 ' 5. Minutes and Records Clerk of Court's Office tOlt9g PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary Primary contact information is nestled in the es ent one ot the addressees above may need to contact staff for additional or missing information. Name of Primary Staff Cl01 C Phone Number Contact/Department -r1‘-\ ik Agenda Date Item was Agenda Item Number Approved by the BCC '— Type of Document(s) Number of Original Attached Vi‘ '5,,Ufe„.. ') 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 NIA(Not appropriate. (Initial) Applicable) I. Does the document require the chairman's original signature(instead of stamp)? 2. Does the document need to be sent to another agency for additional signatures? Byes, 1„ provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet. 3. Original document has been signedlinitialed for legality. (All documents to be signed by 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 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 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 / signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip 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 onr-jpisti 1.1.1 and all changes made during the meeting have been incorporated in the attached document, The County Attorney Cts,472 Office has reviewed the changes,if applicable. r 9. Initials of attorney verifying that the attached document is the version approved by the 154 BCC,all changes directed by the BCC have been made,and the document is ready for the /',14,10,4 •y,t1:1*9„ft for Chairman's signature. E Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03,04;Revised 1.26.05,2,24,05.1139'12.4122/16,0'10 21 16F 10 FC NAPLES SPONSORSHIP AGREEMENT This document, dated ' 2y/Zy , including Schedule 1 ("Terms and Conditions") and Schedule 2 ("Definitions"), and Schedule 3 ("Sponsorship Rights Schedule") and any other schedules or exhibits attached hereto, serves as a local sponsorship agreement ("Agreement") by and between FC NAPLES USL LLC, a Delaware limited liability company ("Licensor and/or Club") and the person/entity named below("Sponsor"): Sponsor: Collier County Board of County Commissioners Collier Visitors Bureau - Department of Tourism Address: 2660 Horseshoe Dr N Ste 105 City/State/Zip: Naples, FL 34104 Telephone: 239-359-4151 E-Mail: sandra.rios@colliercountyfl.gov Sponsor Commercial Category: County Tourism Term(Start&End Dates): January 1, 2025 - December 31, 2027 Amount of Consideration(monetary and/or trade): 2025: Cash: $149,000 Trade: $0 2026: Cash: $149,000 Trade: $0 2027: Cash: $149,000 $0 By signing below,Licensor and Sponsor agree that this Agreement constitutes the entire agreement of the parties, and the provisions hereof supersede, and may not be contradicted, modified or supplemented by, evidence of any prior or contemporaneous agreements or understandings relating to the same subject matter,whether written or oral. LICENSOR SPONSOR Rebel-to Moi-eho Roberto Moreno(Aue 9.202416:06 EDT) Signed Signed (fivoiga4 Roberto Moreno Name (print) Chris Hall, Chairman CEO Title Ap ov to f rm an. I•gality 11 • 6\V .I / ATTEST. Assistant County A orney CRYSTAL .1 CL. "K Page 1 of 21 BY: • � A st s to Chair`�nan's s nature'only 16F10 SCHEDULE 1 SPONSORSHIP TERMS AND CONDITIONS WHEREAS, Licensor operates a professional soccer team called FC Naples (the "Club") in the League; f'. WHEREAS, Club has the right to enter into local competitive and commercial affiliations, all subject to the USL Rules and final approval of USL; and WHEREAS, Licensor and Sponsor desire to enter into an agreement whereby Licensor grants to Sponsor certain Rights as further described in this Agreement; and WHEREAS, Licensor and Sponsor desire to enter into this Agreement to mutually promote the success of Sponsor, Club and League. NOW THEREFORE, in consideration of the mutual promises set forth herein and for good and valuable consideration receipt of which is hereby acknowledged, Licensor and Sponsor agree as follows: 1. DEFINITIONS. Capitalized terms used herein shall have the definitions ascribed to them in Schedule 2. 2. GRANT OF RIGHTS. Licensor hereby grants to Sponsor for the Term of this Agreement, and Sponsor hereby accepts, the non-exclusive non-transferable, non-sublicensable limited right to exploit the Rights set forth herein and in the Sponsorship Rights Schedule in connection with the Club, Games and Local Game Broadcasts (if applicable). A. Club Marks. i. Subject to the terms of this Agreement (including Sections 2.A.ii and 2.A.iii below), Licensor hereby grants to Sponsor for the Term of this Agreement and Sponsor hereby accepts,the non-exclusive,non-transferable,non-sublicensable and limited right to use the Club Marks in the Territory solely in Advertising Materials. Use of the Club Marks must at all times comply with the requirements set forth in Section 2.G and the Style Guide. ii. Sponsor shall not have the right to manufacture, distribute and/or sell any products or merchandise (or on the packaging of any products or merchandise) jj bearing the Club Marks. This prohibition does not apply to Premiums, but, rather, is intended to prohibit the creation of Club-branded licensed products or merchandise. iii. Sponsor shall not have the right to sublicense its right to use the Club Marks. B. Designations. Sponsor shall have the right to describe itself using the designations, if any, set forth in the Sponsorship Rights Schedule collective) the "Designations").P P g ( Y, Sponsor acknowledges and agrees that, without the prior written approval of Licensor, Sponsor shall not use any other Designations in connection with Club, League or any other club in the League. Page 2 of 21 CAv 1 6 F 10 C. Pass-Through Rights to Third-Parties. Only to the extent pre-approved in writing by Licensor,Sponsor may exercise Pass-Through Rights in accordance with the following terms: i. Sponsor's plan to exercise Pass-Through Rights must be submitted to Licensor for prior written approval. Such plan must include all relevant terms and conditions, including the timing, promotional offering, and proposed third- party. ii. Licensor may approve or disapprove the exercise of Pass-Through Rights in its sole and absolute discretion and on a case-by-case basis. iii. In any event,no exercise of Pass-Through Rights may include a third-party that f is in competition with a current exclusive Commercial Sponsor and such Commercial Sponsor's commercial category. iv. Sponsor maynot "pass-through" other Ri Rights, except for Tickets (if P any g p applicable). v. Once Licensor approves the exercise of Pass-Through Rights, Sponsor shall submit any and all Advertising Materials for approval by Licensor in its sole discretion on a case-by-case basis. vi. As a general rule, the use of Advertising Materials in connection with Pass- Through Rights shall adhere to the following: a. The prominence of Third-Party Marks in type,logo and placement shall be no greater than the prominence of Sponsor Marks. In addition, the Third-Party Marks will not be used in a manner which implies a direct relationship between the third-party and the Club. b. Promotional significance of third-party incorporation must be valid and apparent. Third-Party Marks (including but not limited to distributors, suppliers, member institutions, and subsidiaries) must be justified and directly relevant to the promotion, distribution or sales of Sponsor's Products/Services/Retail Operations. c. All Advertising Materials that include any Third-Party Marks must also include Sponsor Marks and its Designation(s) (e.g., "Official Sponsor of Club"), if any. vii. Licensor will not be held liable for any Claims or Losses inculT•ed arising out is of incident to or in relation to any third-party's exercise of Pass-Through Rights as permitted hereunder. D. Premiums. If granted in the Sponsorship Rights Schedule, Sponsor shall have the right to use the Club Marks on Premiums in the Territory in accordance with Section 3.0 of this Agreement. E. Exclusivity. [Intentionally Omitted] Page 3 of 21 16F 10 F. Limitations to Exclusivity. [Intentionally Omitted] G. All Other Rights Reserved. Any and all rights not specifically granted to Sponsor hereunder are reserved by Licensor. Without limiting the generality of the foregoing, any and all Advertising Materials in connection with this Agreement, in any manner and in any medium,whether or not adopted or utilized by Sponsor in the exercise of its Rights, shall be the sole and exclusive property of Licensor. 3. SPONSOR'S USE OF CLUB MARKS. The grant of rights to utilize the Club Marks as set forth in Section 2.A of this Agreement, shall be subject to the following terms, conditions and procedures: A. Conditions to Use of Club Marks. i. Proprietary Symbols. All uses of the Club Marks by Sponsor shall contain appropriate legends, markings and/or notices (including appropriate copyright and/or trademark designation) as required by Licensor in the Style Guide or otherwise, to give appropriate notice to the consuming public of Licensor's and/or USL's right, title and interest in and to the Club Marks. ii. Rights to Club Marks. Notwithstanding any use of Club Marks as may be allowed by Licensor in conjunction with Sponsor Marks (e.g., a composite logo), Sponsor shall not acquire any proprietary or other right, title or interest in or to the Club Marks, any mark containing the Club Marks, or any goodwill associated with the Club Marks. Any use of the Club Marks by Sponsor will inure to the benefit of Licensor and USL and Sponsor acknowledges that the Club Marks have acquired a secondary meaning in the mind of the public. Without limiting the generality of the foregoing, the Sponsor agrees that should the Sponsor create any Advertising Materials, Premiums, Promotions, Signs, Announcements, Commercial Spots, Print Advertising or other proprietary elements incorporating the Club Marks in connection with the exercise of any Rights, the same shall belong solely to Licensor to the extent that the foregoing include any Club Marks. At the request of Licensor, the Sponsor shall execute and deliver to Licensor, any documents or instruments required to implement or give full effect to the foregoing provision. B. Quality Control. i. General. All materials bearing the Club Marks shall be high-quality (as reasonably determined by Licensor) and the nature, quality and manner of manufacture and distribution of all materials bearing the Club Marks, as well as all other uses of Club Marks by Sponsor permitted hereunder,shall be subject to the control and prior approval of Licensor, which, subject to Section 3.C.i, shall not be unreasonably withheld or delayed. ii. Submission of Design/Samples. Prior to the production of any items bearing any of the Club Marks, Sponsor shall, at its own cost and expense, submit to Licensor for approval all final designs and specifications of any such items. All use of the Club Marks shall conform to the provisions of this Agreement and to the Style Guide at all times. Page 4 of 21 (;* C; 16F 10 iii. Approval. Licensor shall notify Sponsor of its approval or rejection of any submission for approval within ten (10) business days following receipt of any such submission. In the event that any item submitted to Licensor shall not have been approved,disapproved or otherwise commented upon within ten(10) business days after receipt thereof by Licensor, then any items so submitted by Sponsor shall be deemed to have been disapproved. iv. Withdrawal of Approval. Licensor shall have the right, in its sole and absolute discretion, to withdraw approval with respect to any item bearing the Club Marks that was previously approved if the quality of such item ceases to be acceptable to Licensor due to deviation from previously approved samples or upon the occurrence of some event that compromises or reflects unfavorably upon the good name, goodwill, reputation and/or image of Club or League or any of their respective Affiliates or that might jeopardize or limit USL's or Licensor's right, title or interest in or to the Club Marks, If, at any time, approval with respect to an item is withdrawn as provided in the immediately preceding sentence, Sponsor shall immediately cease all use of the Club Marks on or in connection with such item and shall remove such item from public sale and distribution. v. Additional Samples. Upon request of Licensor or USL, Sponsor shall provide, at no cost to Licensor or USL, a reasonable number of specimens of such items for Licensor's or USL's use or for the purpose of obtaining trademark or other property right protection of the Club Marks. C. Premiums. Sponsor may distribute Premiums only in accordance with the provisions set forth below. i. Approval by Licensor. The type of Premiums to be distributed by Sponsor must be approved in writing in advance by Licensor. Licensor shall have the right to withhold its approval of such Premiums in its sole and absolute discretion. ii. Limitations. To ensure that the promotion of the Sponsor's Products/Services/Retail Operations is the exclusive purpose of Sponsor's use of Premiums, the Premiums shall be given away only in close connection with the sale or promotion of Sponsor's Products/Services/Retail Operations, subject to Licensor's approval on a case-by-case basis. D. Approval of Items Not Bearing Club Marks. Licensor shall also have the right to approve all items distributed or displayed at all events at the Stadium that do not bear the Club Marks. A sample or rendering of each such item shall be submitted to the Licensor at Sponsor's cost or expense. Such approval shall be granted or denied as set forth in Section 3.A.ii. 4. SPONSOR'S USE OF PLAYER LIKENESSES. Sponsor is not granted the right to use any Player Likenesses without the prior written approval of Licensor and, if such approval is provided, each use shall be subject to the following terms and conditions: A. Rule of Three. Any use of Player Likenesses must include a minimum of three (3) players used both equally and collectively (the "Rule of Three"). Under the Rule of Page5of21 16F 10 Three, Sponsor shall have the right to use Player Likenesses of approved Club players in the Territory provided that the photograph(s), rendering, or video footage includes either (i) a group of three (3) or more Club players, in uniform, appearing together, or (ii) a Club player's Player Likeness appearing with two (2) or more other Club Player Likenesses, all in uniform, as part of a series, set, collectible or as part of a sequential product (e.g., trading cards, posters, pins, etc.) all with equal representation, in any given application. If fewer than three (3) Club players are used, Sponsor will be responsible for securing the rights to use each individual Player Likeness. Sponsor must provide documentation to the Club that it has secured such rights. B. General Rule of Player Likeness Use. When utilizing Player Likenesses,Sponsor must show all players in the current Club uniform, unaltered. All uses of Player Likenesses must be approved in advance by the Club. 5. LICENSOR'S USE OF SPONSOR MARKS. A. Sponsor hereby grants to Licensor, during the Term, at no charge, the right and license to use the Sponsor Marks in conjunction with advertising, marketing, promotion, and exploitation of Club in any and all forms of media whether now or hereafter developed. Sponsor shall have the right to approve in advance any materials to be used by Licensor displaying Sponsor Marks, such approval not to be unreasonably withheld. Notwithstanding the above, in the event that Licensor uses Sponsor Marks for the sole purpose of acknowledging Sponsor's status as an official sponsor/partner of Club, Licensor shall not have to submit such materials to Sponsor for prior written approval, provided that Licensor adheres to the guidelines regarding use of the Sponsor Marks provided to Licensor by Sponsor. Licensor shall not acquire any proprietary or other right, title or interest in or to the Sponsor Marks or any goodwill associated with Sponsor Marks. B. Nothing in this Agreement shall preclude the appearance of Sponsor Marks in connection with any Sponsor Material in photographs and video footage (including, without limitation, Local Game Broadcasts and/or Feature Game Broadcasts) in perpetuity when used for any reason in any and all forms of media whether now or hereafter developed,whether by the Club or Stadium Operator, as the case may be. 6. OTHER RIGHTS OF SPONSOR. Sponsor shall receive the Rights and assume the obligations set forth in the Sponsorship Rights Schedule in the Territory with respect to Club. Such Rights are subject to the provisions of this Agreement and the following: A. Activation Approvals. The form, content, presentation and exercise of all Rights (including, without limitation, Signs, Announcements, Commercial Spots, Print Advertising, Appearances, Promotions, Digital Platforms, Premiums, or any other Advertising Materials (collectively, "Sponsor Materials")) shall be subject to: (i) the approval of Licensor; (ii) the League Rules (as applicable); (iii) the rules, regulations and policies governing the operation of or applicable to the Stadium (which include Stadium Operator's reasonable consent as to the content and presentation of Sponsor Materials to ensure quality, good taste and prevent presentation that would reflect poorly on Stadium Operator or the Stadium); and (iv) all Applicable Laws having jurisdiction over or applicable to the exercise of any Rights or Sponsor Materials related Page 6 of 21 ICAO 1 6 F 1C thereto, in each of(ii), (iii) and (vi) above, as they exist at the time any such Right is exercised. In the event that the approval of Licensor is required pursuant to this Agreement, Licensor agrees to provide notice to the Sponsor of its approval or disapproval in a timely manner pursuant to Section 2.G. Notwithstanding the foregoing, it shall be the Sponsor's sole responsibility to ensure that all Sponsor Materials prepared by or on behalf of Sponsor in connection with the exercise of the Rights comply with all Applicable Laws. Licensor's review of any Sponsor Material is undertaken on the basis that Sponsor has cleared such Sponsor Materials for compliance with Applicable Laws and, as such, Licensor's review and subsequent approval of any Sponsor Material shall not imply a representation or belief on behalf of Licensor that such Sponsor Material complies with Applicable Laws. B. Activation Costs. The Sponsor shall be responsible for all costs associated with the activation of its Rights, unless otherwise stated explicitly in the Sponsorship Rights Schedule. Such costs include, but are not limited to, creative and production costs of all Sponsor Materials , labor costs incurred in executing any Rights (including labor costs associated with the installation, removal and maintenance of any Sponsor Material), cleaning or debris removal costs associated with any Premium giveaway, extraordinary utility charges, the cost of food and beverages ordered by the Sponsor at the Stadium in conjunction with the exercise of any Rights (including costs of any in- suite catering) and customary event day operating costs incurred by the Stadium as part of any Stadium use by the Sponsor. C. On-Site Recognition. If Sponsor is granted any on-site recognition on or within the Stadium, as part of its Rights, such as signs, banners, kiosks, media backdrop, booths, tables or field boards (collectively, "Signs") or public address, matrix board or other game day announcements (collectively, "Announcements"), (i) subject to the limitations set forth herein, such Signs shall be displayed and such Announcements shall be broadcast,published, distributed, displayed and/or communicated only during Home Gaines (unless otherwise expressly stated in the Sponsorship Rights Schedule), (ii) the size and location of such Signs and the duration of such Announcements shall be reasonably determined by Licensor in accordance with League Rules, (iii) such Signs shall be furnished at the sole cost and expense of Sponsor,unless otherwise stated in the Sponsorship Rights Schedule and (iv) the design and content of such Signs and Announcements shall require the prior approval of Licensor. D. Tickets and Other Items. If Sponsor is entitled to receive any tickets (VIP, premium, season, group, block, reserve or other), hospitality, coupons, merchandise or other items; or suite or parking passes (collectively, "Tickets") as part of its Rights, such Tickets(i)may not be resold, (ii)to the extent provided by the Club,shall be valid only for Home Games during the Term and (iii) with respect to Tickets provided by the Club,shall be subject to availability (except"season"Tickets or Tickets for specifically designated Home Game dates), and with respect to Tickets not to Home Games, shall be subject to applicable artist/promoter restrictions. Sponsor acknowledges that Licensor retains all rights to all Tickets assigned to Sponsor. If this Agreement is terminated for any reason, Sponsor agrees to return the Tickets to Licensor as Licensor's exclusive property. The Sponsor agrees to comply with the terms and conditions printed on any Tickets. To the extent Sponsor is entitled to receive any other Page 7 of 21 (CAC? 16F 10 items from Licensor, (e.g., balls,jerseys or t-shirts, etc.) such items may not be resold. Discount coupons may only be redeemed at Stadium's box office or by mail properly addressed to Licensor. In addition, unless otherwise stated in the Sponsorship Rights Schedule all costs and expenses attributable to in-suite catering shall be borne by Sponsor. E. Commercial Spots. If Sponsor is granted broadcast commercial spots as part of its Rights, including, without limitation, scoreboard and other in-stadium video board spots (collectively, "Commercial Spots"), written copy for such Commercial Spots shall be delivered at least five(5)business days prior to the date of air and shall require the prior approval of Licensor. Unless otherwise specified in the Sponsorship Rights Schedule,the duration of each such Commercial Spot shall be limited to thirty seconds (:30). Sponsor shall pay, and be responsible for, all costs and expenses attributable to the production of such Commercial Spots. F. Print Advertising. If Sponsor is entitled to any print advertising as part of its Rights, including, without limitation, in flyers, posters, newsletters, Game programs or Club media guides (collectively, "Print Advertising"), on or prior to the date specified by Licensor, Sponsor shall furnish to Licensor (and pay all costs associated therewith) camera ready, black and white (or color, if applicable) artwork for such Print Advertising for Licensor's prior approval. G. Appearances. If Sponsor is entitled to Club player/mascot appearances or participation in events or clinics (collectively, "Appearances") as part of its Rights, such Appearances shall be subject to player/mascot availability and shall be conducted in accordance with the policies and procedures established by Licensor. Licensor shall determine which player(s) shall participate in the Appearances. H. Sponsor Activities. If Sponsor is entitled to conduct campaigns, promotions, tournaments, contests, sweepstakes, giveaways or any other activities in conjunction with or related to the Club (collectively, "Promotions") as part of its Rights, such Promotions shall require the prior written approval of the Licensor. I. Digital Platforms. If Sponsor is granted any Rights(i)on or related to the Club's and/or Stadium's Digital Platforms or (ii) to use Club Marks on Sponsor's Digital Platforms, the activation of any such Rights shall require the prior approval of Licensor, The exercise of the Rights in connection with Licensor's and/or Sponsor's Digital Platforms must be promotional in nature and may not include any rights for Sponsor to use any Licensor content(e.g., Game or event footage). J. Third-Party Clearances. Except to the extent explicitly set forth herein,any third-party licensing and rights required hereunder, including, without limitation, any and all necessary consents and clearances for the Sponsor Materials and the exploitation thereof(e.g.,to players,leagues,players associations,artists,unions or guilds,or music royalties, synchronization fees, or public performance fees), shall be obtained and paid solely by Sponsor. K. Miscellaneous. To the extent that Licensor or Sponsor aregranted anyRights in the p g Sponsorship Rights Schedule, the date, time, location or other specifics of which are Page 8 of 21 (-3A,?—) 16F 10 not specified in the Sponsorship Rights Schedule, such Rights shall be subject to the provisions of this Agreement and, if not fully addressed in this Agreement, such Rights shall be subject to the mutual written agreement of Licensor and Sponsor. 7. CONSIDERATION. Subject to the provisions in Section 10, as consideration for the Rights granted to Sponsor in this Agreement, Sponsor agrees to pay the amounts under the payment terms and to provide the in-kind consideration, if any, to Licensor as set forth on the Sponsorship Rights Schedule (Schedule 3). All payments shall be net of all applicable taxes or other deductions. Collier County is a political subdivision of the State of Florida and tax exempt. 8. INDEMNIFICATION. To the maximum extent permitted by Florida law, the Licensor shall defend,indemnify and hold harmless Collier County,its officers and employees from any and all liabilities,damages,losses and costs,including,but not limited to,reasonable attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Licensor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Licensor or anyone employed or utilized by the Licensor in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of Collier County. The foregoing indemnification shall not constitute a waiver of Collier County's sovereign immunity beyond the limits set forth in Florida Statutes, Section 768.28,nor shall the same be construed to constitute agreement by Collier County to indemnify the other party for such other party's negligent willful or intentional acts or omissions. The duty to defend under this Article is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Licensor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to the Licensor. Licensor's obligation to indemnify and defend under this Article will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 9. INSURANCE. Collier County is a political subdivision of the State of Florida and is self- insured pursuant to Section 111.072, Fla. Stat. 10. TERM, TERMINATION, BREACH. A. Term. This Agreement shall become effective as of the date executed by both parties and shall remain in effect through the end date as set forth on the first page of this Agreement ("Term"), unless sooner terminated pursuant to the provisions of this Agreement. There is no right to renew by either party. Page 9 of 21 ��O 16F 1 ( B. Termination. Either party may terminate this Agreement for convenience with written notice to other prior to August 1st for the following year with at least a thirty (30) day written notice to the other. C. Termination by League. If the League (i) enters into an exclusive global or national sponsorship agreement(including exclusive League and Club rights)at any time before the end of the Term of this Agreement with any entity other than Sponsor in the Sponsor Commercial Category or (ii) League does not release the Sponsor Commercial Category for Club sponsorship sale then USL and/or Licensor shall have the right to terminate this Agreement either (x) upon expiration of the current League season, or (y) immediately if prior to the start of the League season. In the event of such termination, Licensor shall reimburse Sponsor the consideration paid in advance by Sponsor, if any, for the value of Sponsor's undelivered Rights. D. Effect of Termination. Termination of this Agreement as provided herein shall be without prejudice to any other rights or remedies which the terminating party may have. In the event that Licensor terminates this Agreement, all Rights granted to Sponsor hereunder shall immediately revert to Licensor and Sponsor shall immediately and permanently cease all use of the Club Marks. E. Make-Goods. Except as set forth in Section 12.1., in the event that Licensor's compliance with any provision or provisions of this Agreement is(i)prohibited, limited or otherwise restricted by (A) virtue of the rights reserved by the League or (B)under the terms of any other agreement, including without limitation, any broadcast agreement or any agreement in respect of the Stadium or (ii) to the extent that it may become impossible, undesirable or impracticable for Licensor to provide one or more benefits hereunder in accordance herewith("Unavailable Benefits"),Licensor shall not be required to comply with such provision or provisions of this Agreement or otherwise provide such Unavailable Benefits and such noncompliance/failure shall not be deemed to be a breach of this Agreement by Licensor. However, with respect to any such Unavailable Benefit,the parties will consult in good faith regarding a substitute benefit having promotional value not materially less than that of the Unavailable Benefit(such value to be determined by good faith negotiation and agreement by the parties). 11. REPRESENTATIONS AND WARRANTIES. A. Each party hereto represents and warrants to the other as follows: i. It has the full power and authority to enter into this Agreement and to perform its obligations hereunder. ii. Its execution and delivery of and its performance under this Agreement have been duly authorized by all necessary corporate, limited liability company or other action(as applicable),and, to its knowledge,have not, do not and will not materially conflict with, violate, result in a breach or default of or otherwise materially adversely affect any rights of any third person or entity,whether now existing or hereafter arising or occurring. Page 10 of 21 Cao 16F 10 iii. This Agreement is a legal,valid and binding obligation of it,enforceable against it in accordance with its terms. iv. No litigation or pending or, to its knowledge, threatened claims or litigation exist which do or would reasonably be expected to materially adversely affect its ability to fully perform its obligations hereunder. v. The exercise of the Rights pursuant to this Agreement shall be subject to all Applicable Laws, regulations and decrees in the countries within which such Rights are to be exercised (including, without limitation, all applicable local, state, regional and national laws). vi. It has or shall obtain all licenses, agreements, permits, waivers, releases, registrations, approvals and/or authorizations required in connection with this Agreement and that such licenses, agreements, permits, waivers, releases, registrations,approvals and/or authorizations will be valid and sufficient for the performance of its obligations hereunder. vii. The non-owning party's use of the Club Marks or Sponsor Marks,as applicable, as approved by the granting party, will not infringe or violate the rights of any third-party and will not give rise to any payment obligation on the part of the using party to any third-party. B. In addition, Sponsor hereby represents and warrants to Licensor that all uses of the Club Marks by Sponsor shall comply with all Applicable Laws and regulations. 12. MISCELLANEOUS. A. League Rules. This Agreement and all Rights granted to Sponsor under this Agreement are subject and subordinate to and limited by the League Rules as they may exist from time to time. In the event of any conflict or inconsistency between the terms and conditions of this Agreement and the provisions of any League Rule, such League Rule shall govern. B. Collective Bargaining Agreement/Group License Agreement. The Rights granted to Sponsor in this Agreement(including the Sponsorship Rights Schedule) are subject to the terms and conditions of any collective bargaining agreement and/or any group licensing agreement entered into between Licensor and any union representing the interests of players in the League. C. Survival. The provisions of Sections 3.A.i, 5.B, 8.C, 10.D, 12.B, 12.F, 12.K,and 12.L of this Agreement shall survive expiration or earlier termination of this Agreement. D. Conflict. In the event that any provisions of this Agreement contradict, modify, supplement or are otherwise different from any provisions in the Sponsorship Rights Schedule,the provisions of this Agreement shall govern and shall modify, supplement and supersede such provisions in the Sponsorship Rights Schedule in every such instance unless this Agreement specifically provides otherwise. Page 11 of 21 cgn�f 16F 10 E. Assignment; Successors and Assigns; Amendment. Except to an Affiliate that conducts Sponsor's Products/Services/Retail Operations, is at least as creditworthy as Sponsor (in Licensor's discretion) and agrees in writing to be bound by the terms hereof, Sponsor shall not assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily, involuntarily by change of control or by operation of law, any rights or obligations under this Agreement, without the prior written consent of Licensor. Licensor may not assign any rights or obligations under this Agreement without the prior written consent of Sponsor, including without limitation (i) to USL, (ii) as part of a collateral assignment or pledges ("Pledge") of, or grants of a security interest in, this Agreement to a lender, (iii) assignment to any purchaser or transferee in any sale or transfer pursuant to a Pledge (including subsequent transfers), (iv) assignment in connection with a sale of Club (in whole or in part) to a buyer who assumes Licensor's obligations hereunder, or (v) assignment to an Affiliate. Subject to the foregoing,this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns. This Agreement may not be amended, modified or supplemented except by a written instrument duly executed by each of Licensor, Sponsor and USL. F. Confidentiality. Except as required by law or upon mutual agreement of the parties, neither party shall publicly disclose or publicize in any manner any of the specific teinis of this Agreement at any time. Collier County is a political subdivision of the State of Florida and subject to Ch. 119, Fla. Stat., Florida's Public Records Act. G. No Joint Venture or Partnership. This Agreement shall not create a joint venture, partnership, principal-agent, employer-employee or similar relationship between Licensor and Sponsor or between League and Sponsor. H. Severability; Waiver. If any provisions of this Agreement or any portions thereof are invalid, illegal or unenforceable, the other provisions of this Agreement or portions thereof shall remain in full force and effect. Any failure of Licensor or Sponsor to comply with any provision of this Agreement may only be waived expressly in a written instrument duly executed by each of Licensor and Sponsor. I. Force Majeure. i. Neither party shall be in breach of this Agreement if the performance by such party of any of its obligations hereunder is prevented or preempted because of acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, the elements, strikes or labor disputes (other than USL Work Stoppages except as contemplated in Section 12.I.ii below) or any cause beyond the party's reasonable control (each, an "Event of Force Majeure"), for such period of time as such event continues,provided that such party uses all reasonable efforts to perform such obligation once such event has ceased. However, in no event shall any act or omission by or on the part of any party, or any inability on the part of any party hereunder to pay any amount owing hereunder, constitute or be deemed to be considered an Event of Force Majeure. For the avoidance of doubt, nothing herein shall prevent the Club from playing any home games at a site other than the Stadium, whether due to an Event of Force Majeure or for convenience. In the event the Club Page 12 of 21 16F 10 plays any home games at a site other than the Stadium, Licensor shall use commercially reasonable efforts to cause to be provided to Sponsor at such alternate site the other rights and benefits hereunder that Sponsor has the right to receive under this Agreement with respect to such home games had they been played at the Stadium. So long as Licensor complies with this Section 12.I.i, it shall not be deemed in breach of this Agreement due to the failure to provide Sponsor any of the rights and benefits set forth herein. ii. In the event of a strike by Players in the United Soccer League or a lockout of the Players by USL (in either case a "USL Work Stoppage"), that causes the pre-emption of one (1) or more Games, all obligations of the parties hereunder shall continue; when the USL Work Stoppage has ceased, in order to make up for any Club-related Sponsor Rights that could not be exercised by Sponsor as a result of the cancellation of Games due to the USL Work Stoppage, the Sponsor and Licensor shall negotiate in good faith to reach a mutually satisfactory arrangement of comparable value by means of rescheduling, substitution, alternative performance, or similar means. If Licensor and Sponsor, negotiating in good faith, are unable to reach a mutually satisfactory arrangement of comparable value by means of rescheduling, substitution, alternative performance or similar means,Licensor and Sponsor shall negotiate, in good faith, an equitable adjustment in the fees payable pursuant to Section 7, or where such fees are prepaid, an equitable reimbursement by Licensor. J. Selection Process. Sponsor acknowledges that its selection to enter into a relationship with Licensor is not based on the results of any quality comparison between Sponsor's Products/Services/Retail Operations and other competitive products/services/retail operations. Sponsor agrees that it shall not represent otherwise. K. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of laws principles. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Licensor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances,rules,regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324,et seq. and regulations relating thereto,as either may be amended, as well as the requirements set forth in Florida Statute, §448.095; taxation, workers' compensation, equal employment and safety including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, if applicable, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IT IS THE LICENSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT. IF THE LICENSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, IT SHOULD CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Page 13 of 21 1 CA© 16F 10 Communications, Government and Public Affairs Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8999 Email: PublicRecordRequest a,colliercountyfl.gov The Contractor/Licensor must specifically comply with the Florida Public Records Law 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 Licensor 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 Licensor or keep and maintain public records required by the public agency to perform the service. If the Licensor transfers all public records to the public agency upon completion of the contract, the Licensor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Licensor keeps and maintains public records upon completion of the contract, the Licensor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public 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. If Licensor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Licensor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. L. Arbitration. Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of the Licensor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Page 14 of 21 SAC? v 16F10 Agreement,the parties shall attempt to resolve the dispute through mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Licensor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. M. Notices. All notices, approvals, consents and/or payments to the Licensor shall be in writing and given by (i)personal service (which, for the purposes hereof, shall include courier/overnight delivery) or (ii) by certified mail to: FC Naples USL, LLC 3940 City Gate Blvd N, Naples, FL 34117 All notices, approvals, and/or consents to be given to Sponsor shall be in writing and be given by (i) personal service (which, for the purposes hereof, shall include courier/overnight delivery) or (ii) by certified mail to the Sponsor Representative set forth on the first page of this Agreement. N. Counterparts. This Agreement may be executed in any number of counterparts; each of which when executed and delivered shall be an original, but all such counterparts shall constitute one and the same agreement. Any signature page of this Agreement may be detached from any counterpart without impairing the legal effect of any signatures thereon and may be attached to another counterpart, identical in form thereto, but having attached to it one or more additional signature pages. PDF signatures shall have the same effect as original signatures. O. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and the provisions hereof supersede, and may not be contradicted, modified or supplemented by, evidence of any prior or contemporaneous agreements or understandings relating to the same subject matter,whether written or. oral. P. Headings. The headings of the sections of this Agreement are for reference purposes only and shall not constitute a part hereof or affect the meaning or interpretation of this Agreement. Q. Availability of Funds. This Agreement is subject to appropriation by the Board of County Commissioners and the availability of Tourist Development Tax revenue. Is for any reason tourist tax funds are not available to fund all or part of this Agreement, the County may upon written notice, at any time during the term of this Agreement, and at it's sole discretion, reduce or eliminate funding under this Agreement. Page 15 of 21 CAO gi 16F 10 SCHEDULE 2 DEFINITIONS 1. "Advertising Materials" means any and all (i) general promotional, advertising, packaging, collateral or other display materials, (ii) media, (iii) promotions, (iv) advertising and promotional concepts,(including but not limited to slogans,campaigns or programs)or(v) any other creative or product created or prepared by or on behalf of Sponsor or any authorized third-party that bear any of the Club Marks and are used in connection with Sponsor's Products/Services/Retail Operations or in furtherance of any Pass-Through Rights. Without limiting the generality of the foregoing, such materials may include without limitation television, radio,print, outdoor, industrial and point-of-sale materials as well as any materials used in connection with the Digital Platforms. 2. "Affiliate" means an entity that controls, is controlled by, or is under common control with a party now known or hereafter in the future during the Term. 3. "Agreement" shall have the meaning set forth on the first page hereof. 4. "Announcements" has the meaning set forth in Section 6.0 of this Agreement. 5. "Appearances" shall have the meaning set forth in Section 6.F of this Agreement. 6. "Applicable Laws" means all applicable regulations, governmental rules and standards (including those guidelines, codes and standards of any applicable recognized self-regulatory body or industry association). 7. "Claim" or"Claims"shall have the meaning set forth in Section 8.A of this Agreement. 8. "Club" shall have the meaning set forth in the recitals. 9. "Club Marks" shall mean the official trade name, symbol and mascot (whether registered or not), if any, of Club, as may be developed by, or on behalf of, Club, and/or other trademarks or copyrights owned and/or used by USL or Licensor, but specifically excluding the USL Marks. 10. "Commercial Sponsors" shall mean all USL sponsors and suppliers, Club sponsors, Club suppliers or other entities granted a license to use the USL Marks and/or Club Marks or other commercial identification rights in connection with (and approved by) the League. 11. "Commercial Spots" shall have the meaning set forth in Section 6.E of this Agreement. 12. "Competitor"shall have the meaning set forth in Section 2.E of this Agreement. 13. "Digital Platforms" shall mean any and all Club-owned, Club-operated and/or Club-branded digital platforms including, but not limited to official websites, social media platforms (e.g., Twitter, Instagram, Facebook, Vine, Pinterest and Tumblr) as well as pages or microsites on platforms such as YouTube. } 14. "Designation(s)" shall have the meaning set forth in Section 2.B of this Agreement. 15. "Event of Force Majeure"shall have the meaning set forth in Section 12.I.i of this Agreement. Page 16 of 21 16F 10 16. "Feature Game Broadcasts" shall mean the broadcast (whether television, radio, or via the Internet) of those Games designated and featured by the League (e.g., Games of the Week, rivalry games, kickoff matches, or other nationally branded games), not to exceed three (3) regular season Games per season. 17. "Gaines" shall mean regular season and USL playoff games played by the Club. Games, whether or not they include Club, shall explicitly exclude the USL Championship. 18. "Home Games" shall mean Games played by the Club at the Stadium, The term "Home Games" shall also include any other soccer games played at the Stadium (whether or not involving the Club) but only to the extent that Licensor is entitled to (i.e., has the right to contractually or otherwise) provide Rights in connection with such Home Games. 19. "Indemnified Party"shall have the meaning set forth in Section 8.0 of this Agreement. 20. "Indemnifying Party" shall have the meaning set forth in Section 8.0 of this Agreement. 21. "League Rules"means, collectively: (i) any agreement between any club operator and USL or its affiliates; (ii) all rules, regulations, memoranda, resolutions, policies, procedures, guidelines, interpretations and directives of the League; (iii) all agreements between USL or Club and any player; (iv) any collective bargaining agreement and/or any group licensing agreement entered into between USL and the USL Players' Association; and (v) any other agreements and arrangements to which USL is (or after the date hereof may become), in each case ((i) through (v)) as they may be adopted, amended or modified from time to time, and including any interpretation thereof or thereunder by the USL. 22. "Licensor" shall have the meaning set forth on the first page of this Agreement. 23. "Local Game Broadcasts" shall mean the local television and/or radio broadcast of the Gaines within the Territory, specifically excluding any Feature Game Broadcasts. 24. "Loss" or"Losses"shall have the meaning set forth in Section 8.A of this Agreement. 25. "Pass-Through Rights" shall mean the inclusion of Third-Party Marks by Sponsor on or in connection with Advertising Materials (e.g., if such third-party is a retailer of Sponsor's Products/Services/Retail Operations) as approved by Licensor in accordance with Section 2.0 of this Agreement. 26. "Player Likenesses" shall mean, collectively, the names, nicknames, numbers, pictures, or images (whether still, motion, video, digital, or television), voices, signatures, facsimile signatures, caricatures, reputation, goodwill, persona, any aspect of the right of privacy, personality or publicity or other likenesses of USL players. 27. "Premiums" shall mean those items of merchandise which: (a) bear Sponsor Marks together with any of the Club Marks; and(b) are given away free of charge or sold at a subsidized price for promotional purposes or advertising of Sponsor's Products/Services/Retail Operations. 28. "Print Advertising"shall have the meaning set forth in Section 6.F of this Agreement. Page 17 of 21 S 16F 10 29. "Products/Services/Retail Operations" shall mean the products, services or retail operations sold,provided or operated by Sponsor that fall within the Sponsor Commercial Category. 30. "Promotions"shall have the meaning set forth in Section 6.H of this Agreement. 31. "Rights" shall mean all rights and benefits granted to the Sponsor pursuant to this Agreement (including its Schedule 3). 32. "Rule of Three"shall have the meaning set forth in Section 4.A of his Agreement. 33. "Signs" shall have the meaning set forth in Section 6.0 of this Agreement. 34. "Sponsor" shall have the meaning set forth on the first page of this Agreement. 35. "Sponsor Commercial Category" shall have the meaning set forth on the first page of this Agreement. 36. "Sponsor Marks" shall mean any trade names, trademarks, service marks, logos, symbols, or other copyrighted or proprietary identifications (whether registered or not) of Sponsor or Sponsor's Products/Services/Retail Operations. 37. "Sponsor Materials"shall have the meaning set forth in Section 6.A of this Agreement. 38, "Sponsor Representative"shall have the meaning set forth on the first page of this Agreement. 39. "Sponsorship Rights Schedule"shall mean Schedule 3 of this Agreement,which is made apart hereof. 40. "Stadium" shall mean the building located at 3940 City Gate Blvd. N, Naples FL 34117 and currently known as Paradise Coast Sports Complex (or as the name of the building may be amended in the future). 41. "Style Guide" shall mean the manual or digital asset management system which sets forth the graphic standards for the Club Marks, if any, as may be amended from time to time by the League. 42. "Term" shall have the meaning set forth in Section 10.A of this Agreement. 43. "Territory" shall mean the Club's Protected Territory, as defined in the Club's franchise agreement with the USL. For the avoidance of doubt, any use of the Advertising Materials and/or exercise of any other Rights granted to Sponsor herein via the Internet must be targeted to consumers in the Territory. 44. "Third-Party Marks"shall mean the applicable trade names, trademarks,service marks, logos, symbols, or other copyrighted or proprietary identifiers of a third-party, as approved by Licensor in accordance with Section 2.0 of this Agreement. 45. "Tickets"shall have the meaning set forth in Section 6.D of this Agreement. 46. "Unavailable Benefits" shall have the meaning set forth in Section 10.F of this Agreement. Page 18 of 21 16F 10 47. "USL" or "League" shall mean the Division 2 outdoor professional soccer league known as the United Soccer League, organized and promoted in the United States and Canada by USL Pro, LLC. 48. "USL Marks"shall mean the official trade names, symbols and mascots (whether registered or not), if any, of the League or any USL club as may be developed by, or on behalf of, USL or the applicable USL club, and/or other trademarks or copyrights owned and/or used by USL, excluding the Club Marks. 49. "USL Work Stoppage" shall have the meaning set forth in Section 12.I.ii of this Agreement. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Page 19 of 21 16F 10 SCHEDULE 3 SPONSORSHIP RIGHTS SCHEDULE Sponsorship Rights/Benefits: The following Rights shall be provided to Sponsor by Licensor during the Term: • Gear: o Sponsor Marks on top-back of Official Jersey ■ Final design to be approved by Licensor • Signage: o Two (2) double-sided static field boards placed during each Home Game • Field boards will be fixed and installed as of [date pending] until the End Date as stated in the Term of this Agreement ■ Licensor incurs production and labor costs to install and maintain such Sign o Signage in the Player's Bench of Stadium • Signage will be fixed and installed as of[date pending] until the End Date as stated in the Term of this Agreement • Licensor incurs production and labor costs to install and maintain such Sign • Commercial Spots: o Two (2) Thirty-second (:30) commercials played on ESPN+ during each Home Game • Collier Visitors Bureau - Department of Tourism to produce and deliver video to FC Naples within 10 days of game day. o One (1)Five-minute(5:00) clock-wrap played on ESPN+during each Home Game • Licensor's Digital Platforms o Collier Visitors Bureau - Department of Tourism's logo will be prominently displayed on FC Naples' website as a Founding Partner o Large and Collaborative Rebranding Social Media Campaign • Use of players, coaches and corporate staff • Collier Visitors Bureau - Department of Tourism will be given all content for their social media and print materials o Tourism Social Media Campaign • Sponsorships Benefit to be bound by Section 4.A in this Agreement • Use of Club Marks: o On Sponsor's Digital Platforms o On Sponsor's Print Materials Schedule 1—Terms and Conditions Page 1 of 1 CAC3 16F 10 Designations: • Collier Visitors Bureau-Department of Tourism shall have the right to describe itself using the following designation: "Official Founding Partner of FC Naples" Payment Terms: • Total Value: $149,000 • Payment Schedule: The consideration to be paid by Sponsor to Licensor shall be subject to the following payment terms: 0 50% ($74,500) due following receipt of an invoice to be submitted on or before January 1st for the term of the Agreement Prior to the commencement of the season the following deliverables will be confirmed and invoice submitted with documentation confirming — completion of sponsor logos on official FC Naples team jerseys, confirmation of signage assets including field boards and player benches, scheduling of national broadcast spots (March—June). 0 50% ($74,500) due following receipt of an invoice to be submitted on or before July 1st for the term of the Agreement On July 1st of each year Licensor shall submit an invoice and confirm alignment with documentation confirming the activation of social media and digital campaigns. Document implementation of public relations opportunities. Provide proof of performance for national commercial spots broadcast for the season, to be forthcoming as soon as possible upon the conclusion of the season. Provide reports of ticket sales with visitor zip codes, Payment will be made in compliance with Florida's Prompt Payment Act, Section 218.70, Fla. Stat. CAO 16F 10t aaoa. FC Naples Sponsorship reemen Final Audit Report 2024-08-09 Created: 2024-08-09 By: John Melleky(john.melleky©colliercountyfl.gov) Status: Signed Transaction ID: CBJCHBCAABAAGwswsHhLDCFXJQp_K-QAa5NmtQggUTD2 "FC Naples Sponsorship Agreement" History '`` Document created by John Melleky (john.melleky@colliercountyfl.gov) 2024-08-09-6:59:24 PM GMT . Document emailed to Roberto Moreno (bob@fcnaples.com) for signature 2024-08-09-6:59:33 PM GMT Email viewed by Roberto Moreno (bob@fcnaples.com) 2024-08-09-7:55:53 PM GMT Document e-signed by Roberto Moreno (bob@fcnaples.com) Signature Date:2024-08-09-8:06:10 PM GMT-Time Source:server et Agreement completed. 2024-08-09-8:06:10 PM GMT ell Adobe Acrobat Sign _..�...