HomeMy WebLinkAboutAgenda Packet 2-8-2013hllitll~lllililllllllllfitl11111t1ii{11iiY1~iillliii'Iiiltiii~liii~l~l~~Iliiillf~iliiSlfi~l`fit7ldillfllll~Illt~lfll~Il~~~fIII1~IIII~ti~lilll~if~lll~~lliiif~i~liii`iS~flffii(IiII~lliiilliil(t11lPifi7~lli~I~I~I~II~fII
February 8,2013
4:00 P.M.
SPECIAL MEETING
BOARD OF COUNTY COMMISSIONERS AGENDA
WELCOME
ALL MEETINGS ARE TELEVISED.
ALL MEETINGS PROVIDED WITH WIRELESS INTERNET ACCESS FOR PUBLIC CONVENIENCE.
PLEASE TURN OFF ALL CELL PHONES AND PAGERS PRIOR TO ENTERING THE COMMISSION CHAMBERS.
PLEASE MUTE THE VOLUME ON ALL LAPTOPS AND PDAS WHILE IN USE IN THE COMMISSION CHAMBERS.
GENERAL RULES AND PROCEDURES - Attachetl is the agenda, which will determine the order of business conductetl
at totlay's Board meeting.
INVOCATION-PLEDGE - To bring ortler and decorum to its meeting, the Board begins its meetings with an invocalion followed
by the Pledge of Allegiance. Participation is voluntary,
CONSENT AGENDA - These items are considered routine and are enactetl by one motion. There will be no separate
discussion of these items unless a Commissioner so requests.
REGULAR AGENDA - Proclamations, Presentations, Public Hearings, and Deparfinent requests are items, which the
Commission will discuss individually, usually in the order listed on the agenda.
PUBLIC HEARINGS - These items may be heard on the first Tuesday at 6:00 P.M. or as soon thereafter as possible and
on the third Tuesday at 9:00 A.M. or as soon thereafter as possible, these time tlesignations are intentletl to indicate that
an item will not be addressed r'~ior to the listed time. The Chairman will open each public hearing and asks anyone
wishing to speak to come forward, one at a time. Comments will be limited to five minutes.
As a general rule, when issues are scheduled before the Commission under department request or public hearing, the
order of presentation is: (1) County staff presents the details of the Board item (2) Commissioners comment (3) if a public
hearing, the Chairman will ask for public comment, (4) further discussion and action by the board.
ADDRESSING THE COMMISSION - Please state your name antl address, speaking clearly into the microphone. If you
have backup material, please have eight copies for distribution.
NON-AGENDA ITEMS - These items are presentetl by an individual Commissioner or staff as necessary at the conclusion
of the printed agenda.
PUBLIC COMMENT - Time is allotted at the beginning of each meeting for general public comment. Please limit
comments to five minutes.
DECORUM - Please be respec(ful of others' opinions
MEETINGS - All Board meetings are open to the public and are heltl on the first and third Tuesdays of each month; the
first Tuesday at 6:00 P.M. and the third Tuesday at 9:00 A.M., unless o(herwise advertised. Meetings are held in the
County Commission Chambers in the Roger Poitras Administration Annex at 2300 Virginia Ave., Ft. Pierce, FL 34982.
The Board schetlules atltlitional workshops throughout the year as necessary to accomplish their goals and commitments.
Notice is provided of these workshops. Assistive Listening Device is available to anyone with a hearing disability. Anyone
with a disability requiring accommoda(ion to altend this meeting should contact the St. Lucie County Safety & Risk
Manager at (772) 462-1783 or TDD (772) 462-1428 at least forty-eight (48) hours prior to the meeting.
February 8, 2013
4:00 P.M.
BOARD OF COUNTY COMMISSIONERS
www.co.st-lucie.fl. us
www.stlucieco.orq
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Tod Mowery, Chairman District No. 2
Frannie Hutchinson, Vice Chair District No. 4
Chris Dzadovsky District No.1
Paula A. Lewis District No. 3
Kim Johnson District No. 5
INVOCATION
II. PLEDGE OF ALLEGIANCE
IIL GENERAL PUBLIC COMMENT
REGULAR
IV. COUNTY ATTORNEY
Tratlition Fieltl - Naming Rights Agreement
Consider staff recommendation to approve the Naming Rights Agreement and authorize the
Chairman to sign the Agreement.
NOTICE: All Proceedings before ihis Board are elecironicaliy recorded. Any person who tlecides to appeal any action faken by ihe Board at lhese meetings will
need a record of ihe proceedings antl for such purpose may need to ensure that a verbatim record of ihe proceedings is made. Upon the request of any party io
the proceedings, individuals testirying during a hearing will be swom in. Any party to the proceedings will be granted the oppoAUnity to cross-examine any
individual tesiifying during a hearing upon requesL Anyone with a disability requiring aceommodation to attend fhis meeling should contact the Si. Lucie County
Safety 8 Risk Manager at (772) 462-1783 or TDD (772) 462-1428 at leasi forty-eigM (48) hours prior to the meeting.
AGENDA REQUEST
ITEM N0. ~
SPECIAL MEETING
DATE: February 8, 2013
REGULAR [XX~
PUBLIC HEARING []
CONSENT []
TO: BOARD OF COUNTY COMMISSIONERS PRESENTED BY:
SUBMITTED BY(DEPT~: County Attorney Daniel S. Mcintyre
County Attorney
SUBJECT: Tradition Field - Naming Rights Agreement
BACKGROUND:
FUNDS AVAILABLE:
PREVIOUS ACTION:
RECOMMENDATION:
COMMISSION ACTION:
[ ] APPROVED ( ] DENIED
[ ] OTHER:
CONCURRENCE:
faye W. Outlaw, MPA
County Administrator, ICMA-CM
Nehew and Aoorovali
CountyAttorney: Management&8udget Purchasing:
Daniel5. Mclntyre
Originating Dept. Solid Wasie Mgr.: County Eng.:
See attached memorandum
Staff recommends that the Board approve the Naming Rights
Agreement and authorize the Chairman to sign the Agreement.
Finance: (Check for copy only, if applicable) Eff. 5/96
INTER-OFFICE MEMORANDUM
ST. LUCIE COUNTY, FLORIDA
TO: Board of County Commissioners
FROM: Daniel S. Mclntyre, County Attorney
C.A. NO.: 13-0078
DATE: February 7, 2013
SUBJECT: Tradition Field • Naming Rights Agreement
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BACK6ROUND:
Attached is a copy of a Naming Rights Agreement between the County and Tradition Land
Company, LLC ("Tradition"). The Agreement was negotiated by the New York Mets on behalf of St.
Lucie County. The August 1, 2003, Facilities Use Agreement desfgnates the Mets (Sterling Facilities
Services) as the County's exclusive age nt for ma rketing the naming rights for the Sports Complex. The
proposed payment is $75,000 for 2013. The payment in subsequent years would increase by a CPI
factor. In return for payment from Tradition each year, the County agrees to rename the Stadium
as "Tradition Field." The Agreement runs from the date of execution of the Agreement and expires
on Decembe r 31, 2017. Trad ition has the option to extend the Agreement for a pe riod of six (6) years
through December 31, 2023. If Tradition does not exercise the extension, Tredition shall make a
payment of $62,500 to the County on or before September 1, 2016. The Agreement also
contemplates the potential of a"Second Team." If a Second Team commits to using the Sports
Complex for its spring training tames, Tradition has the option of paying an additional $50,000 or
terminating the Naming Rights Agreement and the Advertising Agreement together with a"Buyout
Payment:' IfTraditionexercisestheSecondTeamTerminationoptionandpayStheBuyoutPayment,
Tredition will not be obligated to pay the $62,500.00 additional fee set out above.
RECOMM f NDATION/CONCLU S IO N:
Staff recommends that the Board approve the Naming Rights Agreement and authorize the
Chairman to sign the Agreement.
submitted,
Daniel S. Mcintyre
County Attorney
DSM/caf
Attachment
Proprietary and Coofidential
NAMING RIGHTS AGREEMENT
Naming Rights Agreement ("AgreemenY') entered into as of February _, 2013 (the
"Effective Date") by and between St. Lucie County, a political subdivision of the State of Florida
("Coun "), and Tradition Land Company, L.L,C„ a Florida limited IiabiliTy company with its
principal place of business at 4333 Edgewood Road, NE, Cedar Rapids, IA 52499-5445
("Sponsor") (with County and Sponsor referred to collectively herein as the "Parties").
WITNESSETH:
WHEREAS, County is the owner of the Sports Complex (as hereinafter defined), and
possesses the right to grant Naming Rights (as hereinafrer defined) to third parties through the
Club (as hereinafrer defined) or Club's designee as County's exclusive agent; and
WHEREAS, Sponsor is a company engaged in master plan community development in
the State of F(orida in and near St. Lucie County, Florida; and
WHEREAS, Sponsor desires to acquire from County, and County desires to grant to
Sponsor, the Naming Rights upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of.the mutual covenants and premises contained
herein and for other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the Parties hereto agree as follows:
DEFINITIONS. The following terms shall have the meanings stated below when used in
this Agreement:
"Advertisin~AQreemenY' means the coterminous advertising agreement entered into by
and between Sponsor and the Club simultaneous with the execution of this Agreement.
"AgreemenY' means this Naming Rights Agreement, as it may be amended, modified or
otherwise supplemented from time to time pursuant to its terms.
"Business Dav" means any day that is not a Saturday, Sunday or a day on which banks
are required or permitted to be closed in the State of Florida.
"Chanp,e in Control" means a change in the ability to direct the management and affairs
of Sponsor as a result of or resulting in the exercise of contractual, voting or other rights.
"Club" means Sterling Mets, L.P. d/b/a the New York Mets and its affiliate, Sterling
Facility Services, L.L.C.
"Club Parties" means Queens BaUpark Company, L.L.C, Sterlin~ Mets Front Office,
L.L.C., Sterfing Mets Operations, L.L.C. and their respective affiliates and the City of New York,
the New York City Economic Development Corporation and the New York City Industrial
Development Agency.
Proprietary and Confidential
"Contract Year" means each of the calendaz yeazs during the Term beginning with
calendar year 2013.
"Contro]" means the ability to direct the management and affairs of any entity or person
as a result of the exercise of contractual, voting or other rights.
"CPI Factor" means, with respect to each Contract Yeaz following 2013, a fraction the
numerator of which is the Consumer Price Index, All Urban Consumers, Miami-Fort Lauderdale
Area, All Items, of the Bureau of Labor Statistics of the United States Department of Labor
(1982-1984=100) (the "CPI") as of Ociober 1 of the calendaz year immediately preceding such
Contract Yeaz and the denominator of which is the CPI as of October 1 of the calendaz year
immediately prior to such immediately preceding calendar year; provided, that in no event will
the CPI Factor for any Contract Year be less than 1.00 or greater than 1.05. For example, in
determining the annual Naming Rights Fee (as defined herein) for Contract Yeaz 2014, the CPI
Factor for Contract Year 2014 would be a fraction the numerator of which is the October 1, 2013
CPl and the denominator of which is the October 1, 2012 CPI (but, in any event, a fraction no
less than 1.00 and no greater than 1.05). If the CPI ceases to be published, the CPI shall be
replaced by such other reasonably similar index as County may reasonably designate with the
consent of the Club.
"FUA" means the St. Lucie Spor[s Complex Facilities Use Agreement between Sterling
Facility Services, L.L.C. and County, dated as of August 1, 2003, as modified, amended,
supplemented or replaced From time to time.
"Land" means the real property legally described on Exhibit "A" hereto.
"Reauirements" means any and all (i) laws, rules, regulations, orders, ordinances,
statutes, codes, executive orders, resolutions and requirements (currently in force or hereafter
adopted) of any federal, state or local govemment or municipality (and any agency, department,
legislative body, commission, board, bureau, instrumentality or political subdivision of any of
the foregoing) applicable to the Parties, the Club, the Naming Rights, the Stadium Trademarks,
this Agreement or any rights or obligations hereunder, or the 3ports Complex or any portion
thereof and (ii) certificates of occupancy issued for the Sports Complex as then in force.
"Sponsor Business" means the ownership, management or operation of a master plan
community development business.
"Sports Complex" means the Land and all of the fields and improvements located
thereon, including, without limitation, the Stadium, and certain major and minor league training
Facilities, locker rooms, practice facilities, and other facilities and improvements.
"Stadium" means the baseball stadium located at the Sports Complex and formerly
known as "Digital Domain Park."
"Stadium Trademarks" means the Stadium Name (as defined herein) and all other
trademazks, trade names, and service marks that incorporate the Stadium Name, as the foregoing
may be jointly developed by the Parties and approved by the Parties and the Club, subject further
to the provisions of this Agreement, provrded, however, that the Club shall retain the Club's
2
Proprietary and Confidential
rights to any name, trademazk, copyrighted material, logo or other intellectual property of the
Club.
SECTION 1. NAMING RIGHTS.
(a) County hereby grants .the following rights (the "Naming Rights") to
3ponsor upon the terms and conditions contained in this Agreement: the right to have the
Stadium officially designated as "Tradition Field" (with such officially designated name referred
to herein as the "Stadium Name") during the Term of this Agreement, subject to Section 1(b)
below. In addition, County shall refer, and shall cause Club to refer, to the Stadium as the
Stadium Name, and shall not advertise or refer to the Stadium by any other name. In addition,
County shall use, and shall cause Club to use, the Stadium Name when referring to the Stadium
in any of its and the Club's correspondedce, press releases, promotional materials,
advertisements, announcements and/or publications. In addition County shall use the Stadium
Name when referring to the Stadium on all related directional traffic and pedestrian signs on
highways, local streets, and ali public thoroughfares in and around the Sports Complex and in St.
Lucie County, Florida, and Counry shall change all such signage (at Sponsor's expense, and
subject to subpazagraph (b) below) to reflect such name. In addidon, County will not sell or
permit any third party the right to have Stadium or any of Baseball Fields 1 through 7 at the
Sports Complex officially designated to have a name that will include such third party's
corporate or trade name, product name, or trademark. Except as specifically provided in the
Section hereof entitled "Assignment", Sponsor shall have no right to assign or sublicense the
Naming Rights,
(b) Sponsor shall have no right to have the Stadium o~ciaily designated as
anything other than the Stadium Name (even ia the event of, among other things, a change in
Sponsor's company name or any sale, consolidation or merger of Sponsor or the like) without the
prior written consent of both County and the Club, which consent may be granted or withheld in
County's and the Club's respective sole and absolute discretion. In the event that at the request
of Sponsor the 5tadium is officially designated as anything other than "Tradition Field" with the
consent of County and the Club, Sponsor will be responsible for all costs incurred by County and
the Club associated therewith, including without limitation the cost to remove and replace any
signage reflecting the new Sladium Name, and ~~hall use, or shall reimburse County or the Club
for their use of, a reputable, licensed, and insured contractor to perform such removal and
replacement, provided that such costs shall not exceed $50,000 as set forth in item 3 of Section II
of Exhibit A to the AdveMising Agreement. The size, materiats, design, artwork and specific
locations of the aforesaid replacement signage shall be subject to the reasonable approval of
County and the Club, In the event that prior to termination of this Agreement the 3tadium Name
changes at the request of Sponsor afrer fabrication of any signage or advertisement reflecting the
Stadium Name, the Sponsor will be responsible for reimbursing the County and the Club for all
reasonable costs incurred by them or on their behalf relating to all such name changes including,
without limitation, all costs related to the removal and replacement of any signage or
advertisement reflecting the Stadium Name, modifications to the official website of the County
which identifies the Stadium Name to change such name on such website and the replacement of
golf shirts worn by event employees at the Sports Complex.
Proprietary and Confidential
(c) Signage provided by Counry hereunder reflecting the Stadium Name or
any of the other Stadium Trademarks may be removed, stored and/or destroyed by County upon
termination or expiration of this Agreement, and shall be removed after termination or expiration
of this Agreement if requested by Sponsor. All costs and expenses associated with the removal,
storage and(or destruction of such signage shall be borne by the County provided that such costs
and expenses shall be borne by Sponsor if this Agreement is terminated because of material
breach or an Event of Default by Sponsor.
(d) Notwithstanding anything to the contrary in this Agreement, County shall
retain and teserve the right, itself or through agents, to mazket for sale and seil to one or more
other third parties naming rights to the Sports Complex, the football/soccer field near the Sports
Complex and/or to any constituent part of the ~Sports Complex other than the Stadium and
Baseball Fields 1 through 7 during the Term (and to name Baseball Fields 1 through 7 during the
term other than as prohibited by Section 1(a)), provided that in no event shail the County change
the Stadium Name . In the event that this Agreement is terminated, County, without any further
proceedings, may grant the rights granted to Sponsor hereunder (including, without limitation,
the right to designate the name of the Stadium) to one or more third parties during any portion of
the Term that would have remained under this Agreement had it not been terminated.
(e) Notwithstanding anything to the contrary in this Agreement, Sponsor shall
have no right, title, or interest in or to any existing or future trademazks, trade names, service
marks, copyrighted work, other intellectual property, logos, letters, words, symbols, chazacters,
designs, and the like of County or the Club, all of which aze reserved to County and the Club as
such may apply irrespective of this Agreement. This Agreement does not grant to Sponsor any
right to use any intelleciual property of County or the Club or their employees or a~liates, and
Sponsor shall not use or infringe upon or dilute any such name, trademarks, trade names, service
mazks, copyrighted works, rights of privacy or publicity, or other intellectual property.
( fl Notwithstanding any other provision of this Agreement, Sponsor and its
employees and agents shall comply with all Requirements applicable to Sponsor or the
perfocmance of Sponsor's obligations under this Agreement.
SECTlON 2. STADIUM TRADEMARKS.
(a) The Parties and the Club may jointly develop and use such Stadium
Trademarks (in addition to the Stadium Name) as they may mutually agree upon. Any
incorporation or other use of any image of the Sports Complex or any part thereof, including the
Stadium, in any Stadium Trademark shall likewise require the prior written approval of the
County and the Club, such approval to be granted or withheld in County's and the Club's
respective sole and absolute discretion. The Stadium Trademarks shall not include or
incorporate any name, trademark, copyrighted material, logo or other intellectual property of the
Club, all of which remain the sole and exclusive property of the Club attd may be nsed by the
Parties only in accordance with the Advertising Agreement or such other written agreement
entered into by the Club.
(b) Sponsor shall bear all costs and expenses associated with legaliy
establishing and protecting rights to the Stadium Trademarks and any claim or dispute relating to
Proprietary and Confidential
the Stadium Trademarks (except that, to the extent the Stadium Trademazks aze included or
incorporated into any name, trademark, copyrightad material, logo or other intellectual property
of the Club, Sponsor shall only be responsible for the costs and expenses associated with any
claim or dispute to the extent such claim or dispute is related to the Stadium Trademarks and
shall not be responsible for the costs and expenses associated with any claim or dispute to the
extent such claim or dispute is related to,the trademarks of the Club); rovided, however,
Sponsor shall (i) immediately provide County and the Club with written notice of any claim
("Claim") of which Sponsor becomes aware made against or otherwise involving the Stadium
Trademarks (including, without limitation, any claim for actual or potential infringement or
dilution); and (ii) allow County and the Club, at each entity's separate and respective sole option,
to pariicipate (at such entity's cost and expense) in the proceedings regarding each Claim with
counsel selected by each such participating entity; and (iii) not settle ar othenvise compromise
any Claim where the settlement or compromise does not generally release County or the Club (to
the extent the Claim affects such party) or may affect the interests of County or the Club without
the prior written approval of County and the Club. This pazagraph shall be without limitation of
Section I1 hereoE
SECTION 3. USE AND LICENSING OF STADIUM TRADEMARKS.
(a) Subject to Section 3(c) hereof, Sponsor hereby grants to County and the
Club a royalty-free license throughout the Term of this Agreement to use the Stadium
Trademarks for any purpose, whether commercial or otherwise. Without limitation of the
foregoing, 5ponsor hereby grants to County and the Ciub a royalty-free ]icense throughout the
Term of this Agreement to use, advertise and sell, and authorize third parties to use, advertise
and sell, appazel, souvenirs and other merchandise incorporating the Stadium Trademarks,
subject to the reasonable quality control of Spbnsor to protect its trade names and trademarks as
set forth below. Upon expiration or termination of the Term, County and the Club, and any third
party authorized by either of them, shall have six months to dispose of previously manufactured
or ordered apparel, souvenirs and other merchandise bearing the Stadium Trademarks.
(b) Subject to Section 3(c) hereof, Sponsor grants to any third party
authorized by County or the Cfub to use the Stadium or the Sports Complex a royalty-free
license throughout the Term of this Agreement to use the Stadium Trademarks in connection
with such use of the Stadium or the Sports Complex (including, without limitation, in
advertising, promotion, identification of the Stadium, and in all other functions or activities with
respect to which such third party would refer to the Stadium).
(c) The nature and quality of the use of the Stadium Trademazks hereunder
(including, without limitation, Sponsor's "Tradition" trademark) shall conform to such
reasonable standards as may be set by and under the control of Sponsor, provided that Sponsor
gives prior, written notice of such standards to County and the Club. County will use
commercially reasonable efforts to enforce such requirements with respect to the Club. The
County shall and shall cause the Club to endeavor to conform to the Sponsor's reasonable quality
control standazds with respect to goods offered for sale by the County and/or the Club under the
Stadium Trademarks provided (i) Sponsor acknowledges that goods now being offered for sale
by the County or the Club meet the Sponsor's' quality control standards; (ii) Sponsor shall not
raise its quality control standards without the prior written consant of the County and the Club
5
Pruprietary and Confidential
which consent shall not be unreasonably withheld; and (iii) Sponsor shall act reasonably and in
good faith in dealing with any quality control issues.
(d) County agrees to reasonably cooperate in good Faith with Sponsor (at
Sponsor's sole cost and expense), upon written request, for the purpose of securing and
preserving Sponsor's rights in and to the Stadium Trademarks.
(e) During the Term, Sponsor shall have the right to use the Stadium
Trademarks in its promotional or mazketing materials subject to the prior reasonable written
approval of both County and the Club, but Sponsor shall make no other use of, and shall not
authorize any third party to use, the Stadium Trademarks without the prior written consent of
both County and the Club (which consent, when sought by Sponsor with respect to Sponsor's
own use, shall not be unreasonably withheld or delayed, and which consent, when sought with
respect to any third party's use, may be granted or withheld in the discretion of County and the
Club). If neither County nor the Club disapprove of any promotional or mazketing material
submitted by Sponsor for approval pursuant to the immediately preceding sentence within fifteen
(IS) days of County's and the Club's respective receipt of such material, it shall be deemed
approved, Without limitation of the foregoing provisions of this subsection, Sponsor shall not,
and shall not authorize any third party to, produce, advertise, distribute or sell apparel, souvenirs
or other merchandise identifying or using any image of the Stadium or the Sports Complex
and/or using the Stadium Trademazks without the prior written approvat of County or the Club,
which approval may be granted or withheld by County and the Club in their respective sole and
absolute discretion.
(~ Upon the expiration or termination of ihis Agreement, for any reason
whatsoever, County, Sponsor and the Club shall immediately discontinue and shall not resume
the use and exploitation of any and al( Stadium Trademarks, and Sponsor shall not use or license
the use of the Stadium Trademarks in connection with, or license or assign the Stadium
Trademarks to, any professional baseball organization other than the Club.
SECTION 4. TERM
(a) Subject to Sections 4(b) and 6 below, and subject to such termination and
termination rights as are set forth elsewhere in this Agreement or are provided at law or in
equity, the "Term" of this Agreement shall commence as of the Effective Date and shall expire
on December 31, 2017.
(b) Sponsor shall have the option (the "Extension Option") to extend the Term
of this Agreement for a period of six (6) years, which period (the "Extension Term") shall
commence on January l, 2018 and terminate on December 31, 2023, unless sooner terminated as
elsewhere set forth in this Agreement The Extension Option may be exercised by Sponsor
providing written notice to County on or before September 1, 2016 of its election to exercise the
Extension Option, provided, however, that Sponsor's exercise of the Extension Option shall not
be effective unless Sponsor aiso exercises its option to extend the term of the Advertising
Agreement for a period of six (6) years as prbvided in that agreement. Upon effectively
exercising the Extension Option, "Term" as used in this Agreement shall include the Extension
Term. Tf Sponsor does not exercise the Extension Option it shall make a payment to County in
Proprietary and Confidential
the amount of Sixty Two Thousand Five Hundred Dollazs ($62,500) (the "Additional Fee") on or
before September l, 2016.
SECTION 5. PAYMENT.
(a) In consideration of the rights to be granted by County to Sponsor
hereunder, Sponsor shall pay County an annual fee (the "T~Iamin~Riehts Fee") equal to Seventy
Five Thousand Dollars ($75,000.00) in 2013, and for each subsequent Contract Year, an amount
equal to the Naming Rights Fee in effect for the immediately preceding Contract Year multiplied
by the CPI Factor. The 2013 Naming Rights Fee shall be due and paid in its entirety upon
execution of this Agreement. Each annual Naming Rights Fee thereafrer shall be due and paid in
its entirety on or before each January 15 during the Term. All payments required hereunder shall
be made in immediately available funds by wire~transfer to such bank accaunt as County may
direc[ in writing from time to time. In the event that any payment date covered by this Section is
not a Business Day, such payment shall be made on the immediately preceding Business Day.
(b) If at any time during the Term a Major League Baseball Club other than
the Mets (the "Second Team") commits to conduct its Spring Training games at the Stadium,
County shall provide written notice to Sponsor of such commitment (the "Second Team Notice").
Upon receipt of the Second Team Notice, Sponsor shall have the option to terminate this
Agreement, effective the September 30 of the year that immediately precedes the year in which
the Second Team shall commence playing Spring Training games at the Stadium (or such earlier
date as may he designated by County in or subsequent to the Second Team Notice) (the "Second
Team Termination Option"), by providing written notice of its election to exercise the Second
Team Termination Option together with the Buyout Paymettt (defined below) to County not later
than fifteen (IS) Business Days following Sponsor's receipt of the Second Team Notice,
rovided, however, that Sponsor's exercise of the Second Team Termination Option shall not be
effective unless Sponsor also exercises its option to terminate ihe Advertising Agreement as
provided in pazagraph I.2.(a) of Exhibit A of that agreement. For the purpose of clazity, in no
event shall the Naming Rights Fee be reduced for the final Contract Yeaz, which shall be
considered a full Contract Yeaz for purposes of this paragraph, even if this Agreement terminates
prior to December 31 of such year in accordance with this paragraph. The term "Buyout
PaymenP' as used herein means an amount equal to (x) $12,500, multiplied by (y) the number of
Contract Years that this Agreement is in effect, from and including the Contract Yeaz that
includes the Effective Date through the Contract Year in which this Agreement terminates. For
the purpose of clazity, if Sponsor exercises the 5econd Team Termination Option and pays the
Buyout Payment, Sponsor shall have no obligation to pay the Additional Fee.
(c) If Sponsor does not timely exercise the Second Team Termination Option
as provided in Section 5(b), then this Agreement will continue in full force and effect and the
Naming Rights Fee set forth in Section 5(a) for the Contract Year during which the Second Team
first plays its Spring Training games at the Stadium shall be increased by Fifty Thousand Dollazs
($50,000) for such Contract Year, and such amount will be subject to CPI increases in each
subsequent Coniract Year together with the rest of the Naming Rights Fee in accordance with
Section 5(a).
Proprietary and Confidentia!
SECTION 6. TERMINATION.
(a) This Agreement shall automatically tetminate without any further action
by either party hereto upon, the expiration or termination of the Advertising Agreement or the
FUA. Notwithstanding the foregoing, if the FUA terminates or expires and County or the Club
notifies Sponsor that the FUA will be replaced with a lease, facilities use agreement or other
agreement whereby the Club plays Spring Training games at the Stadium (the "Successor FUA")
between the Club and County, then this Agreement shall not terminate, County and Sponsor
shall, with the consent of the Club, enter into an amendment or modification of this Agreement
to reflect the Successor FUA, and this Agreement, as so amended or modified, shal] remain in
effect until the earliest of the (i) termination of this Agreement, as so amended or modified; (ii)
termination of the Successor FUA; (ifi) termination of the Advertising Agreement; or (iv)
expiration o£ the remainder of the scheduled Term hereunder. The termination of this
Agreement as a result of the tetmination of the FUA or the Successor FUA or the Advertising
Agreement shal] not constitute a default by County hereunder, and shall be without any liability
of either County or the Club to Sponsor. In the event this Agreement terminates as the result of
the termination of the Advertising Agreement, and if such termination of the Advertising
Agreement was due to a breach or default thereof by Sponsor, then the termination of this
Agreement shall be treated as if it occurred due to an Bvent of Default by Sponsor.
(b) In the event Sponsor or any person or entity subject to Sponsor's Control
or who Controls Sponsor or who, with Sponsor's permission, bears or uses Sponsor's names,
nademazks, service mazks or logos engages in any conduct which, in the reasonable opinion of
the Club, would or does materially demean or damage the reputation, image or customer
goodwill of the Stadium or the 5ports Complex, the Stadium Trademazks, Sponsor (or its
successor-in-interest), County, the Club, the New York Mets Major League Baseball team, the
St. Lucie Mets Minor League Baseball team (or any Florida State League or Gulf Coast League
("GCL") team a~liated with the Ciub), Major League Baseball, Minor League Baseball, the
Florida State League (or, if applicable, the GCL), County may (with the consent of the Club),
and upon being so directed by the Club shall have the obligation to, terminate this Agreement by
delivering written notice to Sponsor, provided that any dispute as to the reasonableness of Club's
opinion shall be submitted to arbitration pursuant to appropriate arbitration standazds and
procedures set forth in Section 8 of this Agreement, and 5ponsor shall have the right to demand
arbitration in accordance with such procedures.
(c) In addition to the other bases for termination set forth in this Agreement
and in addition to any other remedies available at law or in eyuity, County may (with the consent
of the Club), and upon being so directed by the Club shall have the obligation to, tetminate this
Agreement upon written notice to Sponsor (i) in the event of a Change in Control of Sponsor, or
the consolidation, sale, merger, bankruptcy, foreclosure, or transfer of substantially all assets of
Sponsor; (ii) in khe event of a material change in the business in which Sponsor is primazily
engaged; (iii) in the event Sponsor is responsible for an "Event of DefaulY' as defined herein
(including, among other things, a failure to cure a payment default or a failure to comply with a
material term or condition of, ar to satisfy a material obligation Sponsor has assumed under, this
Agreement which breaches aze not cured within the applicahle cure period); or {iv) in such other
circwnstances as aze set forth in this Agreetnent. Any terrnination of this Agreement in
accordance with this 5ection 6 shali not constitute a default by the terminating party and shall be
Proprietary and Confidential
without liability of either the terminating party or the Club, and shall be without limitation of any
other rights or remedies under this Agreement, the Advertising Agreement, or otherwise,
including such rights or remedies as may exist at law or in equity.
(d) Except as otherwise provided herein, each of the following shall constitute
a material breach and default of this Agreement (an "Event of DefaulY'): (i) the failure by
Sponsor to cure a payment default under this Agreement within ten (10) business days after
written notice of such breach; or (ii) subject to Section 7 hereof, the failure by either party to
comply with a material term or condition of, or to satisfy a material obligation it has assumed
under, this Agreement, which default is not cured within thirty (30) days after written notice of
such breach to the defaulting party or such greater period of time as is necessazy to cure such
breach if such party commences within such thirty (30) days good faith efforts to cure such
breach and such party is proceeding with diligence to complete such cure.
(e) Upon the eazlier of the termination or expiration of the Term of this
Agreement, none of the terms and conditions of this Agreement shall be of any fwther force or
effect, except Yor Sections I(c), 1(e), 2(b), 3(~, 6(~, 8, 9, 11, and IS through 22 hereof, which
shall survive the termination or expiration of this Agreement (along with such other provisions as
are specifically identified elsewhere herein as surviving the termination or expiration of this
Agreement or which, by lheir nature, woutd survive such termination or expiration).
(fl Upon an Event of Default not cured within the applicable cure period the
other party shall be entitled to seek all remedies available at law or in equity except as otherwise
specified in this Agreement, but under no circumstances shall either party hereto be entitled to
receive or otherwise recover from the other party any special, punitive or consequential damages.
SECTION 7. FORCE MAJEURE.
(a) Diminution or delay in either party's performance of its obligations under
this Agreement by reason of the occunence of substantial damage or destruction of the Stadium,
a natural disaster or other act of God, action or decree of any fedetai, state or locsl government
or municipality or any other governmental body with appropriate jurisdiction, waz, act(s) oF waz
(whether waz be declazed or not), terrorism, police action, insurrection(s), riot{s) or civil
commotion(s), lockout, strike or other labor or work stoppage, or other events or circumstances
out of the control of the party who is unable to perform its obligations shall not constitute a
default under this Agreement and shall not constitute a ground for termination, but there shall be
an equitable abatement of the Naming Rights Fee if the Stadium is materially damaged as a
result of such events or circumsiances and not repaired within a reasonable time.
(b) In the event that no Spring Training activities occur at the Sports Comptex
during any year of the Term because of a Major League Baseball work stoppage, Sponsor shall
not be required to pay the annual fee to County for such year as described in Section 5 above.
SECTION 8. ARBITRATION.
(a) The Parties shall utilize any of the three (3) disinterested persons selected
as arbitrators by County and the Club under the FUA to serve as arbitrators in the event of an
arbitrable dispute under this Agreement (i.e., a dispute as to the reasonableness of Club's opinion
Proprietary and Confidential
as set forth in Seciion 6(b) hereof, with the reasonableness of such opinion to be the only matter
arbitrable under this Agreement, and the only issue to be resolved in an arbitration held
hereunder), Any azbitrator utilized hereunder shall not be affiliated with either of the Parties
hereto and shall be a person qualified to render decisions pertaining to the entertainment and
sports fields.
(b} The azbitration procedure herein shall be the sole and exclusive method
for the determination of any issues subject to arbitration in this Agreement, and the azbitrator
may award appropriate remedies, although nothing herein shall be construed to forbid either
party from resorting to court for relief from, or to enforce rights under, any azbitration awazd.
Any demand for azbitration shall be filed in writing with the other party to this Agreement and
with the Club and with the American Arbitration Association. In no event shall the demand for
arbitration be made after the date when institution of legal or equitable proceedings based upon
such dispute would be barred by the applicable statutes of limitations. Any azbitrator's award or
determination hereunder shall be binding and conclusive on all parties.
(c) Each dispute to be resolved by arbitration pursuant to this Agreement shall
be submitted to one of the three arbitrators referenced above in Section 8(a) based upon
qualifications and subject to such arbitrator's availability. The dispute and ali other supporting
materials shall be submitted according to a schedule estabtished by the arbitrator. Notice of
submission of a dispute to azbitratian shall be~made by facsimile transmission to Club, County,
Sponsor, and the selected azbitrator. Such facsimile notice shall be effective upon receipt and
sent to all of the notice parties listed in Section t 6 of this Agreement at the facsimile telephone
numbers set forth therein or such other facsimile telephone numbers as Club, County, or Sponsor
may designate by notice pursuant to Section 16. With respect to arbitration hereunder, each
azbitrator shall agree that he or she shal] render his or her decision within thirty (30) days of the
submission to him or her of all materials pursuant to this subsection, The parties hereto shall
make all reasonable efforts to adhere to, and cause the azbitrator to adhere to, the time limits set
foRh herein, ron vided that, if such time timits cannot be met despite such reasonable efforts then
the arbitrator may extend such time frames as necessary and such extension shall not affect the
validity of the decision of the arbitrator, The determination of the arbitrator shall be in writing,
setting forth the reasons for such determination and shall be final and binding upon the parties
hereto and neither party may apply to any court' to vacate, modify or appeal the award of the
azbitrator but may apply to an appropriate court solely for the purpose, if necessary, of enforcing
the award of the azbitrator. Notwithstanding the foregoing, either party hereto may seek to
vacate or modify the award solely on the grounds of corruption, fraud, or miscalculation of
figures, or because the arbitrator has decided a matter not arbitrable hereunder.
(d) The expenses of azbitration shal] be shared equally by County and
Sponsor, but each party shall be responsible for the fees and disbursements of its own attorneys
and the expenses of its own proof. The Club shall be afforded the right to participate in the
azbitration in order to offer evidence in support of the reasonableness of Ciub's opinion as set
forth in Section 6(b) hereof (although it shall be the burden of the party submitting the dispute to
azbitration to prove that such opinion was not reasonable), and if it exercises such right, shall be
responsible for the fees and disbursements of its own attorneys and expert witnesses in
connection therewith. County and Sponsor shall sign all documents and do all other things
necessary to submit any such matter to arbitration and further shall, and hereby do, waive any
]0
Proprietary and Confidential
and all rights they or either of them may at any time have to revoke their agreement hereunder to
submit ta arbitration and to abide by the decision rendered thereunder.
(e) With respect to the provisions of this Section 8, County, for good and
valuable consideration,the receipt and adequacy of which are hereby acknowledged, assigns to
the Club any and all of County's rights related to any azbitration hereunder with respect to the
reasonableness of Club's decision to terminate this A$reement as set fofth in Section 6(b) of this
Agreement, including without limitation the right to defend and support the reasonableness of
such decision. Sponsor expressly and irrevocably consents to such assignment.
SECTION 9. REPRESENTATIONS AND WARRANTIES.
(a) County represents and warrants that it is a political subdivision of the State
of Florida; that it has all power and authority to execute and deliver this Agreement and to
perform its obligations hereunder; that the execution, delivery and performance by it of this
Agreement and the consummation of the transactions contemplated hereby has been duly and
validly authorized by all requisite County action, and no other act or proceeding is necessary to
authorize the execution, delivery and performance of this Agreement and the consummation of
the transactions contempiated hereby; and that it is not subject to or obligated under any
applicabVe law, rule or regulation of any governmental authority, or any agreement, instrument,
license or permit, or subject to any order, writ, injunction or decree, which would be breached or
violated by the execution, delivery or performance of this Agreement.
(b) Sponsor represents and warrants that it is a limited liability company duly
organized, validly existing and in good standing under the laws of the State of Florida; that it has
all corporate power and authority to execute and deliver this Agreement and to perfotm its
obligations hereunder; that the execution, delivery and performance by it of this Agreement and
the consummation of the transactions contemplated hereby has been duly and validly authorized
by all requisite corporate action, and no other corporate act or proceeding is necessary to
authorize the execution, delivery and perFormance of this Agreement and the consummation of
the transactions contemplated hereby; and that it is not sub}ect to or obligated under its certificate
of incorporation or by-laws, in each case as amended to date, or any applicable law, rule or
regulation of any governmental authority, or any agreement, instrument, license or permit, or
subject to any order, writ, injunction or decree, which would be breached or violated by the
execution, delivery or performance of this Agreement.
(c) Sponsor represents and warrants that, throughout the Term, it shall possess all
right, title and interest in, to and under Sponsor's "Tradition" trademark, service mark and trade
name and all Stadium Trademarks (including, without limitation, the Stadium Name) and, among
other things, shall have the right, without need for any consent or permission from any other
person or entity, to use, exploit, and authorize the use and exploitation of Sponsor's "Tradition"
trademazk, service mark and trade name and all Stadium Trademarks as contemplated by the
Naming Rights Agreement and the Advertising Agreement. Sponsor further represents and
warrants that neither the Stadium Trademarks, nor Sponsor's "Tradition" trademark, service
mark and trade name, nor any other names, trademarks, service marks, copyrighted works, other
intellectual property, logos, letters, words, symbols, chazacters, designs, and the like as included
or incorporated in the Stadium Name or any of the other Stadium Txademazks wiil wrongfully
Proprietary and Confidential
conflict with or will infringe upon or dilute the rights of any third parties, The Parties
acknowledge that, as between Club, Club Parties, County and Sponsor, the Stadium Trademarks
aze the property af Sponsor.
SECTION 10. SUBSERVIENCE.
10, ] Facility Use A~reement, Notwithstanding anything to the contrary contained
in this Agreement, this Agreement and the terms and conditions hereof, including withaut
limitation each right and obligation of County and Sponsor contained in this Agreement, shall be
subject and subord'snate to the FUA (and any Successor F1JA) and the Requirements. If this
Agreement terminates, or if County's performance hereunder is substantially impaired, due to the
application or effect of the FUA {or any Successor FUA), or due to any modifications,
amendments, supplements or replacements of the FUA (or any Successor FUA), Sponsor shall
be entitled to a pro rata refund of payments made hereunder based on the value of the rights
promised hereunder but not delivered by County during the Term. County shall not be required
to issue a refund of any portion of payments not actually made by Sponsor.
10.2 Major League Baseball.
(a) This Agreement and the rights, exclusivities and protections granted by
County to Sponsor hereunder shall, at the request of the Office of the Commissioner of Baseball,
be subject to its review and prior written approval, and shall in all respects be subordinate to, and
shall not prevent the issuance, entering into, or amendment of, any of the following, each as may
be issued, entered into or amended from time to time (collectively, the "MLB Documents"): (i)
any present or future agreements or arrangements regarding the telecast, broadcast, recording
(audio or visuai), or other transmission or retransmission (including, but not limited to,
transmission via the Internet or any other medium of interactive communication, now known or
hereafter developed) of Major League Baseball games, and/or the accounts and descriptions
thereof, entered into with third parties by any of the Office of the Commissioner of Baseball,
Major League Baseball Enterprises, Inc., Major League Basebal] Properties, Inc., Major League
Baseball Properties Canada Inc., MLB Advanced Media, L.P., MLB Advanced Media, Inc.
("MLBAM"), MLB Media Holdings, Inc., MLB Media Holdings, L.P., MLB Online Services,
Inc., and/or any of their respective present or future affiliates, assigns or successors (collectively,
the "MLB Entities"), eithez on its own behalf or on behalf of the Major League Baseball Clubs
and/or other MLB Entities; (ii) any other present or future agreetnents or arrangements entered
into with third parties by, or on behalf of, any of the MLB Entities, including, without limitation,
those relating to ticketing, e-commecce, and/or the exploitation of intellectuai propefty rights in
any medium, including the Internet or any other medium of interactive communication; (iii) any
present or future agreements or arrangements entered into by County or Club with the other
Major League Baseball Clubs and/or one or more of the MLB Entities (including, without
limitation, the Major League Constitution, the Basic Agreement between the Major League
Baseball Clubs and the Major League Baseball Players Association, the Professional Baseball
Agreement, the Major League Rules, the Interactive Media Rights Agreement, and each agency
agreement and operating guidelines among the Major League Baseball Clubs and an MLB
Entity); and (iv) the applicable rules, regulations, policies, bulletins or directives issued or
adopted either by the Commissioner or otherwise pursuant to the Major League Constitution or
any such agency agreement,
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Proprietary and Confideotial
(b) The tenitory within which Sponsor is granted rights hereunder cannot
extend beyond the Home Television Territory of the Mets, as established and amended from time
to time pursuant to the MLB Documents. Nothing herein shalf be construed as conferring on
Sponsor rights in areas outside of the Mets' Home Television Temitory.
(c) Without limitation as to any other rights of County hereunder, County
shall have the right, at no cost or liability to it or any other Major League Baseball Club or MLB
Entity, to terminate this Agreement at any time Sponsor breaches its obligations under Section
10•2(a) or Section 10.2fb). The right to terminate shall be exercisable by delivering written
notice to Sponsor within thirty (30) days afrer County obtains actuat knowledge that such breach
or retransmission has occurred and the effective date of such termination shall be no more than
thirty (30) days after the date such notice is given; as specified by County in such notice.
(d) Any right or obligation in this Agreement involving "Interactive Media,"
must be approved in writing by MLBAM prior to Sponsor's execution of this Agreement. For
purposes of this provision, "Interactive Media" shall mean (i) the Internet or any other on-line
system or computer network; (ii) any interactive wireless service, including any interactive
microwave or cellulaz service; (iii) any interactive satellite service; (iv) any interactive broadcast
television, broadcast radio or cable television service; and (v) any other medium of interactive
communication now known or hereafter devised.
SECTION 11. INDEMNIFICATION,
(a) To the extent allowed by law, County shall indemnify, hold
harmless, and defend Sponsor, Club,the Club Parties and each of Sponsor's, Club's and Club
Parties' pazents, affiliates, partners, members, officers, directors, shareholders and subsidiaries,
and all of the employees, agents, representatives, consultan[s, coniractors, licensees, successors
and assigns of any of the foregoing (with all of the foregoing referred to collectively herein as
the "5ponsor Indemnified Parties"), from and against any and all claims, allegations, suits,
proceedings, losses, damages, judgments, liabilities, costs, penalties, fines, charges or expenses
of any kind and nature (including, without limitation, reasonable attorneys' fees and other costs
and disbursements) arising out of, by reason of or relating to (i) County's breach of any of the
agreements, representations and warranties of this Agreement, or (ii) any violation of law, code,
ordinance, statute, rule, or regulation of any federal, state, or local government or municipality
caused by County or its assistants, employees, agents, representatives, contractors, consultants,
or licensees. Such indemnity and hold harmless obligation shall not apply to the extent of any
negligence or willful misconduct of any Sponsor Indemnified Party. County shail give Sponsor
and the Club prompt notice of the assertion of any claim or the commencement of any action that
may expose any of the Sponsor Indemni£ed Parties to liability, and the Sponsor Indemnified
Parties shall have the right, at County's reasonable expense, to undertake the defense,
compromise or settlement thereof, and County agrees to cooperate therewith. Should any
Sponsor Indemnified Party not elect exercise such right, County shall defend such Sponsor
Indemnified Party at the County's reasonable expense by counsel reasonably satisfactory to such
Sponsor Indemnified PaMy, and the prior consent of such Sponsor Indemnified Party shall be
required to the extent any settlement affects such Sponsor Indemnified Party. In the event
County does not provide a defense as required hereunder, County shall, in addition to the above,
pay the Sponsor Indemnified Perties the reasonable attomeys' and consultants' fees and all other
13
Proprietary and Confidentiat
reasonable legal expenses and costs incurred by the Sponsor Indemnified Parties in providing
such defense, and County agrees to reasonably cooperate with the Sponsor Indemnified Parties in
such defense, including, but not limited to, providing affidavits and testimony upon request of
the Sponsor Indemnified Parties.
(b) Sponsor shall indemnify, hold harmless, and defend County, Club,
the Club Parties and each of Club's and Club Parties' respective parents, affiliates, partners,
members, officers, directors, shareholders and subsidiaries, and all of the employees, agents,
representatives, consultants, contractors, licensees, successors and assigns of any of the
fotegoing (with a]{ of the foregoing referred to collectively herein as the "County Indemnified
Parties"), from and against any and all claims, allegations, suits, losses, damages, judgments,
liabilities, costs, penalties, fines, chazges or expenses of any kind and nature (including, without
limitation, reasonable attorneys' fees and other costs and disbursements) arising out of, by reason
of or relating to (i) Sponsor's breach of any of the agreements, representations and warranties of
this Agreement, and (ii} any violation of law, code, ordinance, statute, rule, or regulation of any
fedetal, stata, or local govemment or municipality caused by Sponsor or any of the Sponsor
Indemnified Parties. Such indemnity and hold hatmless obligation shall not apply to the extent of
any negligence or willful misconduct of any County Indemnified Party. Sponsor shall give
County and the Club prompt notice of the assertion of any claim or the commencement of any
action that may expose any of the County Indemnified Parties to liability, and the County
Indemnified Parties shall have thc right, at Sponsor's expense, to undenake the defense,
compromise or settlement thereof, and Sponsor agrees to cooperate therewith. Should any
County Indemnified Party not elect exercise such right, Sponsor shall defend such County
Indemnified Party at Sponsor's reasonable expense by counsel reasonably satisfactory to such
County Indemnified Party, and the prior consent of such County Indemnified Party shall be
required to the extent any settiement affects such County Indemnified Party. In the event
Sponsor does not provide a defense as required hereunder, Sponsor shall, in addition to the
above, pay the County Indemnified Parties reasonable attorneys' and consultants' fees and all
other reasonable legal expenses and costs incurred by the County IndemniFied Parties in
providing such defense, and Sponsor agrees to reasonably cooperate with the County
Indemnified Parties in such defense, including, but not limited to, providing affidavits and
testimony upon request of the County Indemnified Parties.
SECTION ]2. INSURANCE.
(a) Sponsor shall obtain and maintain throughout the Term of this
Agreement, at Sponsor's own expense, the following types and amounts of insurance coverage
(these are minimum requirements, and shall not relieve Sponsor of its indemnity obligations)
protecting against any ]oss or claim arising from or relating to this Agreement, the Naming
Rights, the Stadium Trademazks, or any act or omission of Sponsor or any of the Sponsor
Entities, with an insurance carrier or carsiers licensed to do business in Florida and rated no
lower than A:10 itt the most cument edition of A.M. Best's Property and Casualty Key Rating
Guide, Commercial General Liability insurance coverage (broad form, which includes among
other things contractual indemnity liability) (an occurrence based, per-event, and broad form
policy against afl claims) including, without limitation, personat injury, bodily injury, death,
property damage, advertising injury and blanket contractual liability, with no deductible, and
14
Proprietary and Confidential
with minimwn limits of $2,000,000 per person, $2,000,000 per occurrence, and $2,000,000 in
the aggregate, which such policy shall be written on an occurrence basis.
(b) Al1 insarance policies Sponsor is required to provide hereunder
shall name County, Sterling Facility Services, L,L.C., Sterling Mets, L.P„ the Club Parties and
the other County Indemnified Parties as additional insureds. Not later than ten (10) days after
execution of this Agreement, Sponsor shall deliver fully paid certificates of insutance to County
and the Club showing that the insurance 3ponsor is required to provide hereunder has been
obtained and providing that such policy or policies are cancelable oniy after thirty (30) days prior
written notice to County and the Club. No changes in, or cancellation of, such policy or policies
of insurance will be made without the prior written consent of County and the Club, which shall
not be unreasonably withheld. Such insurance addressed above in this Section shall be without
deductible or right of retention, and shall be non-contributory and primary insurance in all
respects over any and all insurance or self-insurance maintained by County or the Club.
(c) The County agrees to procure and pay for and at all times during
the term of this Agreement maintain fire, casualty, all perils and extended and "special form"
coverage (including without limitation insurance from and against a11 losses, damages, claims
and liabilities related to or arising from acts of terrorism) on all property, both real and personal,
with replacement cost coverage limits of not less than the replacement cost of the Sports
Complex and also covering loss of income. The County is self-insured for general liability with
statutory limits oF$100,000 per person/$200,000 per incident pursuant to Section 768.28, Florida
Statutes, and waives and has waived sovereign immunity to that extent. The insurance policies
referenced above in this paragraph shall further name Sponsor and Club as an additional insured
and shall provide a thirty (30) day notice of cancellation or non-renewal and a severability of
interest endorsement.
(d) Neither the County nor Sponsor shal] be liable (by way of subrogation) to
the other party hereto or to any insurance company insuring the other party hereto under any
policy required to be maintained by the other party hereunder, even though the loss or damage
might have been occasioned by the negligence of such party, its agents or employees. The
aforesaid mutual limitation shall be in addition to, and not in derogation of, any other waiver or
release contained in any other related agreement with respect to any claim of the County or
Sponsor. Inasmuch as said limitation of liabiltty shall preclude the assignment of any aforesaid
claim by way of subragation to an insurance company, the County and Sponsor agree to give to
each insurance company which has issued to it policies of liability insurance, written notice of
the terms of said mutual limitation of liability, and to have such insurance policies properly
endorsed,if necessary, to prevent the invalidation of said insurance coverage by reason of said
limitation of liability and provide proof of such endorsement to the other party.
SECTION 13. ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains,
and it is intended as, a complete statement of all of the terms and provisions of the arrangements
and understa~dings between the parties hereto with respect to the matters provided for herein,
and supersedes all prior agreements, understandings, representations, negotiations and
discussions, whether oral or written, of the parties hereto with respect to those matters. No
amendment, supplement or modification of this Agrecment shall be binding unless executed in
writing by the party to be bound therehy.
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Proprietary and Confidential
SECTION 14. ASSIGNMENT. Sponsor may not assign this Agreement and may not
assign or delegate any righis or obligations hereunder except with the prior written consent of
County and the Club, in County's and the Club's sole and absolute discretion.
SECTION 15. CONFIDENTIALITY/NON-DISCLOSURE. The terms and provisions
of this Agreement shall remain strictiy confidential and each party hereto shall not disclose the
terms and provisions of this Agreement to any other pariy, except (i) to the Parties' agents,
employees, attomeys, accountants, financial advisers, lenders and representatives, (ii) to Club
and its affiliates, agents, employees, attorneys, accountants, financial advisers, lenders and
representatives, (iii) as required by the Requirements, (iv) as directed by a court of competent
jurisdiction, (v) as reGuired by law (including Sections 119.011 and 119.07, Fla. Stat. (2003))
afrer consultation with counsel, or (vi) in any litigation or arbitration between the Parties,
SECTION 16. NOTICES. All notices, requests, consents and other communications
requ9red or permiried under this Agreement shall be in writing (including facsimile
communication but excluding e-mail) and shall be (as elected by the person giving such notice)
hand delivered by messenger or courier service (with acknowledgment of receipt),
telecommunicated (including by fax), or maited by registered or certified mail (postage prepaid),
retum receipt requested, addressed to:
AS TO COUNTY:
St. Lucie County Administrator
2300 Virginia Avenue
Fort Pierce, Florida 33482
Telephone: (772) 462-2130
Facsimile: (772) 462-1 b48
AS TO SPONSOR:
Tradition Land Company, LLC
4333 Edgewood Road, NE
Cedar Rapids, IA 52499-5445
Attn: David C. Feltman, President
Telephone: (319) 355-2304
Facsimile: (319) 355-2188
With a coav to:
St. Lucie County Attorney
2300 Virginia Avenue
Fort Pierce, Florida 33482
Telephone: (772) 462-1420
Facsimile: (772) 462-1440
With a copv to:
Tradition Land Company, LLC
] 0489 SW Meeting Street
Port St. Lucie, Fiorida 34987
Attn: James H. Anderson
Manager, Tradition Florida
Telephone: (772) 340-3500
Facsimile: (772) 340-3718
And with a copY to:
Barry E. Somerstein, Esq.
Greenspoon Marder
100 W. Cypress Creek Road
Suite 700
Ft. Lauderdale, Florida 33309
16
Proprietary and Confidential
AS TO CLUB:
Steriing Facility Services, L.L.C.
Attn: Paul Taglieri, Vice President
527 NW Peacock Boulevard
Port St. Lucie, FL 34986
Telephone: (772) 871-2121
Facsimile: (772) 878-9802
With a coov to•
Sterling Mets, L.P.
Attn: David Howard, Executive Vice President
Citi Field
Flushing, New York 11368
Telephone: (718) 565-4309
Facsimile:(718)446-1225
And with a coov to:
General Counsel
Citi Field
Flushing, New York 11368
Telephone: (718) 565-4397
Facsimile: (718) 335-8066
or to such other address as any party may designate by notice complying with the terms of this
Section. Each such notice shal] be deemed delivered (a) on the date delivered if by personal
delivery, (b) on the date telecommunicated if by facsimile device, ac~d (c) on the date upon which
the return receipt is signed or delivery is refused or the notice is designated by the postal
authorities as not deliverable, as the case may be, if mailed.
SECTION 17. THIRD PARTY BEj~IEFICIARY. The Club is an intended and vested
third party beneficiary of this Agreement, and as such shall be entitled to enforce its rights and
Sponsor's or County's agreements, obligations, warranties and representations under this
Agreement as if a party hereto. This Agreement may not be modified, supplemented, or
amended, and no breach or provision of this Agreement may be waived, without the prior written
consent of Sponsor and County and the Club in each instance if its interests may be adversely
affected.
SECTION 18. RELATIONSHIP OF THE PARTIES. This Agreement does not
constitute a partnership agreement, nor does it create a joint venture or agency relationship
between or among the Parties or the Club. Neither party shall be liable for the representations,
acts, or omissions of the other party contrary to the terms of this Agreement,
SECTION 19. WAIVERS. The failure of either party hereto at any time or times to
require performance of any provision hereof shall in no manner be deemed to affect such party's
right at a later time to enforce the same. No waiver by either party of the breach of any term
contained in this Agreement, whether by conduct or otherwise, in any one or more instances,
shall be deemed to be or construed as a further or continuing waiver of any such breach or of the
breach of any other term or provision of this Agreement.
SECTION 20. REMEDIES CUMULATIVE. Except as expressly stated herein, all
remedies provided in this Agreement shall be deemed cumulative, and the exercise of one shall
not preclude the exercise of any other remedy for the same event or any other event.
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Proprietary and Confidential
SECTION 21. SEVERABILITY. If any provision of this Agreement shall be held
invalid or unenforceable, the remainder shall remain in ful] force and effect. If any provision is
held invalid or unenforceable with respect to particulaz circumstances, it shall nevertheless
remain in full force and effect in all other circumstances.
SECTION 22. HEADINGS. The headings of the Sections contained in this
Agreement are for purpose of reference only, are not part of this Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this Agreement.
SECTI~N 23. COIINTERPARTS. This Agreement may be executed in counterparts,
each of which when so executed shall be deemed to be an original and both of which taken
together shall constitute one and the same agreement. This Agreement may be executed and
delivered via facsimile machine by the parties hereto, which shall be deemed for all purposes as
an original.
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement on
dates so indicated, as follows.
ATTEST:
DEPUTY CLERK
STATE OF FLORIDA
COUNTY OF ST. LUCIE
BOARD OF COUNTY COMMISSIONERS
ST. LUCIE COUNTY, FLORIDA
CHAIRMAN
Date signed: , 2013
APPROVED AS TO FORM AND
CORRECTNESS:
BY:
COUNTY ATTORNEY
TRADITION LAND COMPANY, L.L.C.
Name•
Title:
Date signed:
The foregoing instrument was acknowledged before me this
2013, by , as of
Notary Public, State of Florida
My Commission Expires:
STATE OF FLORIDA
COUNTY OF ST. LUCIE
Personally known
Identification
The foregoing instrument was acknowledged before me
2013, by , as
COMPANY, L.L.C, a Florida limited liability company.
Notary Pubiic, State of Florida Personally known OR Produced
My Commission Expires: Identification
2013
day of ,
OR Produced
this day of ,
of TRADITION LAND
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Proprietary and Confidential
Naming Rights Agreement
Exhibit A
A Parcel of land lying in sections 23 and 26, Township 36 South, Range 39 East, St.
Lucie County, Florida, particularly described as follows (the "Land"):
Commence at the Northeast comer of Section 24, Township 36 South, Range 39
East; thence run North 89°44'41" West along the North line of said Section 24 a
distance of 5282.95 feet to the Northwest corner of said Section 24; thence run
Southeasterly along the azc of a curve, concave to the Northeast, with radius of
1273.24 feet, and central angle of 3l°40'04", and chord bearing of South
I S°49'29" East a distance of 703.73 feet to a point of tangency; thence run South
31°39'31" East a distance of 314.70 feet to a point of curvature; thence run
Southeasterly along the azc of a curve, concave to the Southwest, with radius of
1096.22 feet and central angle of 28°35'S5" a distance of 547.17 feet to a point of
tangency; thence run South 03°03'36" East a distance of 292.82 feet; thence run
South 86°56'24" West a distance of 638.79 feet to a point of curvature; thence run
Southwesterly, along the arc of a curve, concave to the Southeast, with radius of
2864,79 feet and central angle of 47°43'22" a distance of 2386.14 feet; thence run
South 50°46'S8" East a distance of 60.00 feet to the point of beginning; thence
run South 50°25'OS" East a distance of 982.20 feet;thence run South 29°08'31"
East a distance of 1077.84 feet; thence run South 03°20'OS" East a distance of
1328.73 feet; thence run Westerly along the arc of a curve, concave to the
Southwest with a radius of 3858.28 feet and Central angle of 17°44'S8" a distance
of 1195.24 feet to a point of tangency; thence run South 81°00'24" West a
distance of 624.60 feet to a point of curvature; thence run Northwesterly along the
azc of a curve, concave to the Northeast, with radius of 25.00 feet and Central
angle of 90°00'00" a distance of 39.27 feet to a point of tangency; thence run
North 08°59'36" West a distance of 770.72 feet to a point of curvature; thence run
Northeasterly along the arc of a curve, concave to the Southeast, with radius of
2804.79 feet and central angle of 48° 12'38" a distance of 2360.04 feet to the point
of beginning. Containing 100.00 acres,
County acknowledges that Sponsor and the Club are relying upon the County's legal
description of the Land as set forth above, and agrees that such reliance is reasonable.
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