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UC's Contracts with FCC Cincinnati - Cut and Paste
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UC's Contracts with FCC Cincinnati - Cut and Paste
The following are UC's two contracts with FC Cincinnati, signed by President Ono back in August 2015 and Associate General Counsel Daniel P. Beerck in January 2016. I regret not posting this when I received them a few months ago. This is a cut and paste after transferring from pdf to Word, so my apologies for any formatting issues:

LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made-and entered into this day of ftv (f'S ( 2015 by and between the University of Cincinnati, hereinafter referred to as "Licensor", and Futbol Club Cincinnati LLC, herein after referred to as the "Licensee."

WHEREAS Licensor owns and operates Nippert Stadium ("Stadium"); and

WHEREAS, Licensee owns and operates the professional soccer club Futbol Club Cincinnati, which will begin play in the United Soccer League ("USL") in the 2016 season; and

WHEREAS Licensee desires to play its home professional soccer matches ("Matches") at Stadium and Licensor desires to host the Matches at the Stadium;

NOW THEREFORE, in consideration of the mutual agreements contained herein, Licensor hereby grants to Licensee a license to use the Stadium, subject to the terms and conditions set forth herein, and in connection therewith, Licensor and Licensee mutually agree as follows:

1. TERM
a. Initial Term. The initial term for this Agreement is for three consecutive years commencing on January 1, 2016 and continuing until December 31,2018 (the "Initial Term").
b. Renewal. This Agreement will automatically renew under the same terms and conditions for up to four additional three-year terms (each a "Renewal Term") following the Initial Term, unless Licensee provides written notice of its intent not to renew to Licensor on or before May 1of the final year ofthe Initial Term or Renewal Term, as applicable (such final year, the "Option Year"). At the conclusion of the final Renewal Term, and Licensee still wishes to operate a professional soccer club at the Stadium, the parties shall use commercially reasonable efforts and negotiate in good faith the terms of a new agreement.

2. LICENSED PREMISES
"Licensed Premises" means all of the following:
a. The entire Stadium in Standard, Expanded or Sellout Soccer Configuration (all as defined in Schedule A attached) meeting Licensee's Minimum Stadium Specifications (attached and made part ofthis Agreement) (the "Minimum Stadium Specifications").
b. For Standard, Expanded and Sellout Soccer Configuration, all Stadium public areas (some of which may be restricted}, public seating areas (some of which may not be sold), public concourses, public restrooms, home and visiting team dressing rooms, officials dressing room, press box and other media facilities, field level, box office and ticket sales kiosks, entry portals and the Fan Zone (as defined in Schedule A).
c. Any suites, patio suites or club seats not encumbered by a prior agreement, and any other premium seating areas, which may be sold on a season or individual match basis by Licensee at its sole discretion. Licensor warrants that Schedule B attached hereto contains a complete list of all suites, patio suites or club seats which are currently encumbered by a prior agreement and therefore are not available to be sold by Licensee.

3. USE PERIOD
a. Licensee shall have the right to occupy and use the Licensed Premises (as defined herein) for Matches (the date of each such Match, a "Match Day"), as further described below.
b. Matches will begin play ("Kick-Off") between the times of 12:00 p.m. (noon) and 8:00 p.m. on each Match Day.
c. Gates will be open to Match Day ticket holders one and one-half (1Yi) hours prior to Kick-Off.


d. Licensee shall have access to the Stadium at least 6 hours prior to Kick-Off for the purposes of dressing room preparation, media preparation, tickets sales and other game day management and preparation functions as required.
e. Licensee shall have access to the Stadium at least 4 hours after the conclusion of the Match for equipment removal, media deadline, ticket office cashier settlement and other game day management functions as required in Licensee's discretion but the stadium will be closed to the public two (2) hours after the end of the Match.
f. Licensor agrees to use reasonable efforts to accommodate television truck requirements to the extent they fall outside of the time periods provided above.
g. Licensor and Licensee agree to negotiate separate agreements covering the use of the Stadium for team practices and other ancillary uses during the USL season, ticketing, and any other operating matters not specifically addressed in this Agreement.

4. LICENSE RATE & PAYMENT
a. Licensee agrees to pay Five Thousand Dollars ($5,000) per Match to Licensor for use of the Licensed Premises (the "License Fees") during the Initial Term. The License Fees for each consecutive Renewal Term shall increase by two percent per Term (i.e. the License Fee during the first Renewal Term shall be $5,100 per Match; the License Fee during the second Renewal Term shall be $5,202 per Match, etc.). If Licensee joins the Major League Soccer, LLC ("MLS"), then the Parties agree to renegotiate, in good faith, to increase the License Fees within 30 days of Licensee joining the MLS. Upon submission ofthis executed Agreement, Licensee will pay Licensor the sum of Ten Thousand Dollars ($10,000) as deposit to be applied to the full license payment for the first and last Match of each USL season. The deposit will be Retained by Licensor should Licensee cancel the Agreement except as provided in Section Sixteen (16) hereinafter. Deposit will be reimbursed in the final match settlement of each USL season.
b. In addition to License Fees, except as otherwise provided in this Agreement, Licensee will be responsible for any and all incremental out-of-pocket expenses directly relating to Stadium operation on Match Days, including but not limited to security, set up, take down and cleaning of the Stadium, clubs and suites for Matches, all subject to the terms and conditions provided below.
c. Licensee shall acquire parking to meet its Match Day needs from the UC Parking Office.

5. TAXES
Licensee will pay to Licensor any federal, state or local tax (excluding those taxes based on Licensor's income) which may become payable by Licensor by reason of Licensee's use of Stadium under this Agreement.

6. ADA
Licensor warrants that Stadium meets current requirements for compliance with the Americans with Disabilities Act (ADA) and Licensor agrees to maintain the Stadium so that it continues to meet all such requirements.

7. SCHEDULE
a. Licensee agrees to play all home Matches at the Stadium (generally, 14 regular season matches plus playoffs) and any and all Licensee non-USL home Matches ("Exhibition Matches") including (to the extent they occur) home preseason, international friendly, Lamar Hunt U.S. Open Cup and CONCACAF Champions League Matches.
b. On or about the beginning of each year of the Initial Term or any Renewal Term, Licensee will provide Licensor with the schedule of Licensee home Match dates, potential playoff dates, Kick-Off times and Stadium configuration requirements for each Match Day. Licensor agrees to provide the


Licensed Premises on all such proposed Match Days, except to the extent that (i) the University of Cincinnati football or lacrosse team has a scheduled home game on a Match Day or (ii) Licensor has a contractual obligation to make the Licensed Premises available to a third party which obligation exists as of the date of this Agreement and has been disclosed in writing to Licensee (collectively, "Black-out Days"). If any such conflict arises, the parties will work together in good faith to find an alternative date for the Match(es) which conflict, or in the alternative to find an alternative venue for Licensee for such Match(es). Licensor shall be responsible for any conversion costs to or from a soccer configuration from or to a lacrosse configuration, including field lining.

8. STADIUM OPERATIONS AND SERVICES
a. Licensor agrees to provide the Stadium in clean, operable, excellent condition meeting the Minimum Stadium Specifications and in Soccer Configuration (Standard, Expanded or Sellout).
b. Licensee will be responsible for providing, at no cost to Licensor, ticket takers, ushers and crowd management personnel (T-Shirt). Licensor will provide necessary security personnel (university police) and services, and Licensee shall pay Licensor's incremental out-of-pocket cost thereof. The parties shall work together in good faith to mutually agree on an appropriate amount of security personnel for each Soccer Configuration. If the parties are unable to agree, UC shall make the determination of the appropriate amount of security.
c. Licensee may utilize volunteers and/or Licensee staff in lieu of paid contractors in the performance of its obligations hereunder except for security services. Licensee may bid, contract, or barter for Stadium services or other game related services where those services are not part of a union contract or other contractual obligation of the University. A list of UC contractually obligated services is set forth at Schedule C.
d. Except as otherwise provided in this Agreement, Licensee will be responsible for any incremental
Stadium operational costs, including clean up after Matches, video production and staffing for incremental Stadium services or spaces outside the Licensed Premises.
e. Licensee shall be responsible for converting the Stadium field from football to soccer prior to a Match and from soccer to football following a Match (to the extent a football game is scheduled before the next Match). On or before March 1of each year of the Initial Term or any Renewal Term, the parties will mutually develop and agree on a schedule of field conversions during that year.
f. At no expense to Licensee, Licensor agrees to provide full time Licensor Athletics department personnel to support the Match (such as event manager, video production manager, ticket manager, press box manager i.e.), as reasonably requested by Licensee from time to time.
g. Licensee agrees to provide goals, nets, corner flags, team benches and other field equipment per the Minimum Stadium Specifications.
h. Licensor agrees to provide full Stadium technological assets including lighting, according to the Minimum Stadium Specifications, main scoreboard video, any ancillary video boards and/or ribbon boards and wireless capabilities.
i. Licensor agrees to provide grounds, maintenance, janitorial and clean up after Matches, engineering, electrical and other staff on Match Day to insure the proper operation of all Stadium systems, and Licensee shall pay Licensor's incremental out-of-pocket cost thereof. The parties shall work together in good faith to mutually agree on an appropriate amount of such staffing for each Soccer Configuration.
j. Licensor agrees to provide Licensee with reasonable, available secure storage for Match Day equipment and supplies.


k. To the extent that Licensor's contractors or personnel provide compensated services to Licensee under this Agreement, Licensor shall charge Licensee only its incremental out-of-pocket costs of such services.

9. MATCH PRODUCTI ON
a. Licensee shall have complete control of Match Day production and game management.
b. Licensee will produce and deliver to Licensor a match script for each Match Day that details all aspects and occurrences in time sequence format beginning with Licensee staff arrival at the Stadium to securing the Stadium at Match Day conclusion.
c. Licensee, at no cost to Licensor, will provide Match Day operations personnel such as referees, match officials, scorekeepers, public address announcer and other game operations staff as reasonably determined by Licensee.
d. Licensee, at no cost to Licensor, will provide teams (players) and all Match Day equipment required for the proper production and execution of the Match except as provided in Section 8 above.
e. Prior to the first Match of the season, Licensee will provide Licensor with a graphics plan for execution at each Match. Licensor recognizes the specific need for Licensee to establish brand recognition and an authentic soccer environment at the Stadium with an effective, branded graphics presence paramount to this objective.

10. LICENSES AND PERMITS
Licensor will maintain, at Licensor's sole expense, all licenses and permits required by law for the operation of the Stadium as it is currently operated by Licensor. Licensee in conjunction with Licensor will provide, at Licensee's sole expense, any necessary licenses and permits which are required by law for the Matches and which are not currently held by Licensor.

11. USE LIMITATIONS
a. Licensee may use Facility only for purposes which are legal and consistent with published University policies.
b. Licensee will not injure, mar, or in any manner deface the Facility and any of Licensor's contiguous or surrounding property or permit anyone to do so. Licensee will pay for all damages to the Facility, including the building, equipment, furniture and other property, except for any damages arising from the acts of Licensor, its agents or employees. Licensee will deliver to Licensor, at the termination of this license the Facility and any other contiguous or surrounding property in as good a condition and repair as said premises were at the initiation of said license period, ordinary wear and tear excepted.
c. Licensee will not make any change or alteration to the building,equipment or arrangement of the Facility or any other contiguous or surrounding property without having first obtained written permission for such change or alteration from Licensor. The cost of any such change or alteration will be borne by Licensee. Upon termination of this license the Facility and any other contiguous or surrounding property will be restored to their original conditions by Licensee at its cost unless otherwise agreed to by the parties. No smoking shall be allowed in the Licensed Premises. Licensor will enforce this policy by use of signage, announcements and personnel.
d. Licensee will not perform activities which may interfere with the effectiveness or accessibility of utility, heating, ventilating or air conditioning systems or portions thereof within the Licensed Premises, nor perform activities which may interfere with free access and passage to the public within the Licensed Premises, upon adjacent public areas, or in surrounding areas.
e. All public address system or scoreboard announcements by Licensee must be lawful, and at least once per Match Licensee must indicate that such announcements do not represent the views of Licensor.


f. All property belonging to Licensee will be removed by Licensee by the end of the license period and any such property remaining at Licensed Premises will be disposed of at discretion of Licensor without liability to Licensor or payment to Licensee.
g. Any breach by Licensee of this section will be considered a material breach of this Agreement and shall give Licensor the right to terminate this Agreement pursuant to Section 16(a).

12. INSURANCE
a. Licensee agrees to maintain, at its expense, Comprehensive General Liability Insurance with minimum liability limits of $10 Million per occurrence. The University of Cincinnati will be named an additional insured party for this insurance, and a Certificate evidencing this coverage must be provided to Licensor prior to the event. Licensor will provide Licensee with proof of Licensor's insurance upon request.
b. Licensee will maintain Workers Compensation and Employers' Liability with minimum liability limits of $500,000 each accident or disease.
c. Licensee shall make Licensor named as an additional insured as to all insurance coverage required and provide a Certificate of coverage prior to the execution of an agreement and annually thereafter.
d. Licensee shall require all required insurance to contain a Notice of Cancellation Clause, where Licensor is notified 30 days prior to any cancellation, reduction or change to the insurance policy.

13. INDEMNIFICATION
a. Licensee will keep, save and hold Licensor, the State of Ohio, Licensor's trustees, employees and agents harmless from all claims, causes of action, damages or loss, including attorney's fees, arising out of the use of the Licensed Premises under this Agreement by Licensee or caused by the actions or omissions of Licensee, its employees or agents.
b. All property of Licensee at Licensed Premises will be at the sole risk of Licensee.
c. Licensee will be responsible for providing any necessary medical personnel for all individuals participating in the event, unless arrangements are made with Licensor to provide such service, at Licensee's expense, prior to the event. Licensor may provide emergency medical personnel to be available to spectators of the event at Licensor's expense, if, in Licensor's opinion, such services are warranted by the size and/or nature of the event. Licensee will assume all liability for medical care and transportation provided to spectators and individuals participating in the event or contracted by Licensee and the Licensee agrees to indemnify and save harmless Licensor from and against any and all claims, causes of action, damages or loss, including attorney's fees arising from such medical care or transportation services except that which may be caused by the negligence of Licensor, its employees, servants and agents.

14. ASSIGNMENT
Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, however, Licensee's rights under this Agreement shall be assignable to an affiliate whose majority ownership is a member or members of the Lindner family. Licensee may not sublicense this agreement. If a change in control of majority ownership of Licensee occurs resulting in the majority ownership by a person or persons other than someone from the Lindner family Licensee will notify Licensor within seven
(7) days of such change, and Licensor shall have the right to terminate this Agreement upon sixty
(60) days' notice without liability to Licensee.

15. FORCE MAJEURE
Should the Licensed Premises be damaged or destroyed by fire or other cause, or if any casualty or unforeseen occurrence outside the parties' reasonable control including but not limited to strikes, labor disputes, war or action of governmental authorities (any of the foregoing, a "Force Majeure Event"), will render the Licensed Premises unavailable for one or more Matches, then Licensee


shall be permitted to play such Match(es) at another location of its choice and shall not be responsible for any Licensee Fees or other payments hereunder relating to such Match(es). If fulfillment of this Agreement is deemed by the parties to be difficult or impossible to perform to an extent sufficient to prevent the use of the Facility as contemplated herein, for a minimum of four years, this Agreement will terminate. Licensor will notify Licensee in writing that said damage will be repaired in time to permit the use of the Facility as contemplated herein. In any such case, Licensor will not be held liable or responsible to Licensee for any damage caused by said cancellation. Licensor will be relieved of any further liability by reason of this Agreement, and no claims for compensation or damage will be made against Licensor by Licensee. Any deposit or rental for the unused portion of this Agreement will, in any such case, be refunded to Licensee by Licensor within twenty (20) working days. Upon any such termination, if Capital Payback has not occurred, Licensor shall pay Licensee an amount in cash equal to the capital expenditures as defined by Section 30 that have not been fully reimbursed, and Licensor shall remain responsible for any damages caused by Licensor's breach of this Agreement occurring prior to the Force Majeure Event.

16. EARLY TERMINATION
a. Either party may terminate and cancel this Agreement at any time if the other party materially breaches this Agreement and such breach is not cured within 30 days following written notice given to the breaching party by the non-breaching party.
b. In the event of such termination, if Licensor is the breaching party and Capital Payback has not occurred, Licensor shall pay Licensee an amount in cash equal to the capital expenditures as defined by Section 30 that have not been fully reimbursed immediately upon termination. In addition, without limiting any other rights of the non-breaching party, in the event of such a termination the breaching party will reimburse the non-breaching party for any expenses incurred as a result of the early termination.
c. Licensor may terminate and cancel this Agreement immediately if, in Licensor's reasonable discretion, Licensor's reputation will be harmed materially by the association with Licensee due to the occurrence of an event or events before, during or after a match, involving persons attending a match or others associated with Licensee, which result in (i) extreme vandalism or violence causing grievous bodily harm to any person, or (ii) extensive damage to Licensor's property caused by a riot or similar unlawful action.
d. If Licensee ceases operation at any time prior to the expiration of a term or Licensee does not begin operation by fielding a team and beginning match play by the end of the second year of the initial term, Licensee may terminate and cancel this Agreement upon thirty {30) days prior written notice.
e. If Licensor terminates this Agreement pursuant to section (a), © or (d) above prior to the completion of the construction as required in Exhibit D, Licensee shall pay Licensor the full amount to finish the construction or to return the Facility to its state prior to beginning construction, in the reasonable discretion of Licensor.

17. ACCESS BY LICENSOR
Licensor, or its designated agents, will have access at all times to all parts of Licensed Premises (so long as such access does not interfere with Licensee's use of the Licensed Premises as provided in this Agreement), and Licensor will control locking and unlocking of Licensed Premises.

18. PUBLIC ANNOUNCEMENTS
Licensor reserves the right to make brief public address announcements and non-commercial announcements regarding Licensor events during intermissions or other times that will not unreasonably interfere with the event. Such announcements may relate to the welfare or safety of those using the Licensed Premises or describe future events at the Licensed Premises or at the University. Any announcements which do not relate to the welfare or safety of those using the


Licensed Premises shall be subject to Licensee's consent, which will not be unreasonably withheld.

19. CONDUCT OF PERSONS USING THE LICENSED PREMISES
Licensee will be solely responsible for the conduct of all persons using the Licensed Premises at its express or implied invitation under the terms of this Agreement. However, Licensor reserves the right at all times to eject anyone whose conduct is unlawful or is interfering with the reasonable enjoyment or participation of others using the Licensed Premises or anywhere on the Licensor's facilities or property.

20. CONCESSIONS, PARKING AND MERCHANDISE SALES
a. Licensee will have the right to sell or distribute for free event programs and other event and Licensee-related merchandise in its discretion, and will keep 100% of any such proceeds.
b. Until the Capital Payback (as defined below), Licensor will be responsible for operating all alcohol and non-alcohol concessions and will pay to Licensee 100% of net Licensor Athletics department commissions on concessions revenue. Licensor will be responsible for ensuring that all concession stands are open and fully-staffed on each Match Day as based on the Stadium configuration and attendance.
c. Within 48 hours of a Match, Licensor will provide Licensee with a full accounting of food and beverage concession sales by product and by location with a settlement of monies due Licensee based on the revenue sharing provisions herein. Licensee and its agents and advisors shall be entitled to inspect, at Licensee's expense, the books and records of Licensor from time to time to confirm the accuracy of such accountings and payments. Any such inspection shall be conducted with reasonable advance notice to Licensor and in a manner so as not to materially interfere with Licensor's operations.
d. Once Licensee has received a total amount of cash from Licensor pursuant to Section 20.b. ("Concession Revenue") equal to the total capital expenditures funded by Licensee pursuant to Section 30 below (the "Capital Payback"), then Licensor will share equally with Licensee all Licensor Athletics department food and beverage concessions net commissions.
e. Licensee will determine the concession prices and menu selection for all Matches, subject to Licensor's consent, which will not be unreasonably withheld.
f. Licensor will retain one hundred percent (100%) of gross parking revenues collected from Licensor­ owned parking facilities generated at Matches. Licensor shall be responsible for providing, at its expense, for all personnel, equipment, services and other resources to operate the parking facilities at the same level at which they are operated for Licensor's college football games based on the Stadium configuration and attendance. The pricing of parking for Matches must be approved in writing by Licensee in advance of each season and may not be changed in season without Licensee's consent.
g. Licensee and Licensor will barter Licensee game tickets and Licensor parking passes in trade for an agreed upon number of game tickets and parking passes, as determined in good faith by the parties.

21. TICKETS
a. Licensee will sell all Match tickets and will retain one hundred percent (100%) of revenue.
b. Licensee, at no cost to Licensor, will provide ticket sellers and guest services personnel to interface and provide customer service functions to Licensee's guests.
c. If Licensee utilizes the same ticket services vendor as Licensor, then Licensor will allow Licensee the use of ticket terminals, ticket printers and other reasonable ticket vendor equipment, and Licensee will pay for Licensor's incremental out-of-pocket cost thereof. If Licensee utilizes a different ticket services vendor than Licensor, then Licensor will accommodate Licensee ticket


services vendor equipment, personnel and other elements required to successfully provide ticket operations at the Stadium including Match Day sales, Will Call and Customer Service.
d. Licensee will notify Licensor of ticket price scale and any modifications in a timely manner. All ticketing pricing will be determined by Licensee in its discretion. Licensee will not sell or permit to be sold or distributed, tickets or passes in excess of the official listed capacity ofthe Stadium.
e. Licensee shall provide special promotions for tickets sales to Licensor Faculty, Staff and Students.

22. BROADCASTING
a. Licensee, at no cost to Licensor, will have the exclusive right, and Licensor concedes such rights, to provide (or cause to be provided) any television, radio, internet or other media production personnel necessary for a production of a Match for distribution at the Licensee's discretion. USL and/or Licensee will own all rights to any media production or distribution of the Matches, and Licensor agrees and confirms that it has no such rights.

23. COPYRIGHTS, ETC.
Licensee agrees, represents and warrants that nothing contained in the Matches or in any other way connected with Licensee's use of Licensed Premises under this Agreement shall violate or infringe upon any copyright, patent, right of privacy or other statutory or common law right of any person, firm or corporation. Licensee further agrees to indemnify and hold harmless Licensor, its trustees, agents and employees, from any and all claims, causes of action, damages, loss or expenses including legal fees arising in relation to this warranty.

24. CORPORATE SPONSORS
a. Licensee shall be permitted to enter into sponsor agreements for its sole benefit with corporate and other sponsors for Match Day sponsorships, including granting advertising and sponsorship display rights on the Licensed Premises during Match Days, subject to the limitations in this Section. Licensee recognizes that Licensor has exclusive agreements with corporate sponsors which may prevent Licensee from bringing certain products or items into the Stadium. By November 1, 2015 and each anniversary thereof during each year of the Initial Term or any Renewal Term, Licensor will provide Licensee a written list of Licensor's exclusive sponsors and any specific excluded activity relative to those sponsors which will apply to the upcoming year; provided, however, that in no case will Licensee be prohibited from 1) placing field level advertising panels for any Licensee sponsor, 2} providing sponsor activation programming in the Licensee Fan Zone for any Licensee sponsor, or 3} placing sponsor advertising on player uniforms.
b. Licensee agrees to provide Licensor with sponsor advertising files in the required format for video board execution.

25. ADVERTISING
a. Neither party may use the name or marks of the other party in such a manner as would indicate endorsement or co-sponsorship without prior written consent of the other party.
b. Licensor will provide Licensee with reasonable ticket sales advertising and promotional support through Licensor assets such as web site, email database, social media and other mutually agreed upon methods.

26. COMPLIANCE WITH LAW
In carrying out its obligations under this Agreement, each party will comply with all applicable rules, regulations, laws, and ordinances of the United States, the State of Ohio and the City of Cincinnati and those established by Licensor for the Licensed Premises.


27. NCAA and USL RULES
Licensor is sensitive to the rules and regulations of the NCAA and USL. Should Licensee materially breach its USL franchise agreement or violate NCAA or USL rules or regulations that are applicable to Licensee, then such violation shall constitute a material breach of this Agreement and shall give Licensor the right to terminate this Agreement pursuant to Section 16(a) above.

28. GOVERNI NG LAW
This Agreement will be governed by and interpreted under the laws of the State of Ohio.

29. SETTLEMENT
Except as may be otherwise specifically provided herein, any amounts owed by one party to the other party, relating to a Match or otherwise, shall be paid within thirty days of the Match (for Match-related expenses or payments) or otherwise within thirty days of the payment obligation arising. If payment is not made as required in this section two (2) or more times during a calendar year, Licensor shall have the right to immediately terminate the Agreement pursuant to section 16 without a cure period.

30. CAPITAL PROJECT FUNDING
a. In order for the Stadium to host the Matches, upon execution of this Agreement and its approval by USL, the parties agree to mutually determine a schedule to undertake the following Stadium renovations, which are described in more detail on Schedule D attached hereto (collectively, the "Capital Project"): (i) the replacement of the playing surface with adequate playing surfaces for both soccer and football; (ii) Stadium expansion (wall removal) and seating reconfiguration inclusive of providing temporary field-level seating structures; and (iii) the movement of the existing football field playing surface at the Stadium to another Licensor field location, if necessary, and any storage that is required. These renovations must enhance the Stadium overall and improve the fan experience for all events now held in the Stadium. Licensee shall pay or reimburse Licensor for all third party out-of-pocket costs of the Capital Project, subject to the limitations in this Section 30.
b. Licensee and Licensor will jointly develop and agree on plans and specifications for the Capital Project and the retention of third party contractors to complete the Capital Project. Licensor will consult with Licensee on all material aspects of the Capital Project, but shall have final approval over the construction contract, the cost thereof, and any change orders thereto. The parties agree to work together in good faith and use their respective best efforts to ensure that the Capital Project is completed by, or as soon after the start of the 2017 USL season as is reasonably practicable. See Exhibit D for the timing and planned construction for the renovations.
c. So long as this Agreement remains in force, Licensor agrees not to make any material change to the Stadium which would reduce the number of suites or seats, reduce the field length or width, or otherwise impair Licensee's ability to host Matches at the Stadium without Licensee's consent, which will not be unreasonably withheld.
d. If Licensee terminates or fails to renew this Agreement after the completion of the Capital Project but prior to the receipt by Licensor of a minimum of $1.S million through the revenue referred to in Section 20 hereof, Licensee shall contribute the difference between the amount of such revenue earned by Licensor and $1.5 million toward the completed cost to Licensor if Licensor wishes to return the Facility to its state prior to beginning construction (the "Stadium Reversion"). Such payment, if any, shall be made to Licensor within 90 days of the completion of such Stadium Reversion.

31. USL MATTERS
a. This Agreement shall be promptly submitted to USL for USL's approval in accordance with Licensee's franchise agreement with the USL (the "Franchise Agreement"). The parties agree to consider in good faith any proposed changes to the Agreement requested by USL. If USL does not


approve this Agreement in accordance with the Franchise Agreement within 60 days of submission to USL, then this Agreement shall automatically become null and void. Once approved, this Agreement may not be amended, assigned or modified without the prior written consent of USL.
b. Licensor shall provide USL with a copy of any written notice of a breach or default by Licensee of this Agreement which is delivered by Licensor to Licensee, and USL (on written notice to Licensor and Licensee) shall have the right, but not the obligation, to cure such breach or default.
c. USL shall have the right to display signs, marketing materials, displays, products and any other materials displaying USL trademarks and trade names at the Stadium in accordance with the USL operations manual.
d. While Licensee is playing home matches at the Stadium during the Initial Term and any Renewal Term, Licensor shall not permit any United States-based, professional men's soccer league which competes directly with any of USL's leagues to host a soccer match or other event at the Stadium during the Season. The "Season" means the time periods in any year during which official games (whether preseason, regular season or playoffs) are played for the USL-Pro League.
e. The parties agree to enter into the USL Addendum with the USL which is attached hereto as Schedule E.

32. TRAINING
Licensor agrees to work in good faith with Licensee to provide Licensor facilities for Licensee's day-to­ day training and team operations on fair and reasonable terms, to the extent desired by Licensee.

33. COMPLETE AGREEMENT
This Agreement constitutes the sole and complete agreement by and between the parties and no amendments to, or modification of, this Agreement will be valid unless reduced to writing and executed by the parties and approved by USL in accordance with Section 31.

34. NOTICES
Any notices required shall be sent to:


FOR THE UNIVERSITY:
Mr. Brendan Fouracre University of Cincinnati Department of Athletics 2751 O'Varsity Way, 878
Cincinnati, OH 45221-0021

FOR LICENSEE:
Jeff Berding
FC Cincinnati LLC
14 East Fourth Street
3rd Floor
Cincinnati, OH 45202


WITH COPY TO:
General Counsel University of Cincinnati Office of General Counsel 650 University Pavilion
2618 McMicken Circle
Cincinnati,OH 45221-0623

2015-08-07


35. AUTHORIZED SIGNATURES
Each individual executing this Agreement on behalf of Licensee and Licensor represents and warrants that he or she is properly authorized to do so.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

FOR UNIVERSITY OF CINCINNATI: FOR LICENSEE:




TITLE: Pr G& t d e,"-+ TITLE: DATE: _g'---/-''b'--'/f_b _ DATE: <-6-+/_<6--1/_1 ---



This is the second contract signed January 15, 2016:

FACILITIES LICENSE AGREEMENT

THIS FACILITIES LICENSE AGREEMENT ("Agreement") is made and entered into the 31st day of December, 2015 by and between the University of Cincinnati, hereinafter referred to as "Licensor", and Futbol Club Cincinnati LLC, herein after referred to as the "Licensee."

WHEREAS, Licensor and Licensee entered into a License Agreement dated August 8, 2015 (the "Stadium License Agreement") relating to the use of Nippert Stadium ("Stadium") for the home professional soccer matches ("Matches") of the professional soccer club, Futbol Club Cincinnati (the "Team"), owned and operated by Licensee;

WHEREAS, Section 3(g) of the Stadium License Agreement contemplated that Licensor and Licensee would enter into one or more separate agreements covering the use of the Stadium for team practices and other ancillary uses, ticketing, and any other operating matters not specifically addressed in the Stadium License Agreement, and Section 31 of the Stadium License Agreement provides that Licensor will work with Licensee in good faith to provide such facilities to Licensee on fair and reasonable terms; and

WHEREAS, Licensor and Licensee desire to enter into this Agreement to memorialize their mutual understandings relating to such ancillary matters;

NOW THEREFORE, in consideration of the mutual agreements contained herein, and subject to the terms and conditions set forth herein, and in connection therewith, Licensor and Licensee mutually agree as follows:

1. TERM
This Agreement shall be coterminous with the Stadium License Agreement (the "Term"). However, the parties agree to meet at the close of each season to discuss issues encountered and reserve the right to negotiate modifications based on actual costs and changing circumstances.

2. LICENSED FACILITIES
During the term of this Agreement, Licensor agrees to provide access to certain of Licensor's facilities as provided on the attached Schedule A (the "Ancillary Facilities").

3. ANCILLARY FACILITIES LICENSE FEE & PAYMENT
a. In consideration for Licensee's use of the Ancillary Facilities, Licensee agrees to pay Licensor :
i. an annual license fee of $20,000 (the "Guaranteed Minimum Payment"); and
ii. twenty five cents ($0.25) for every admission ticket sold to any of the Team's Matches played in the Stadium above a threshold of 85,000 tickets sold to such Matches during any season during the Term (individually, the "Ticket License Fee," and collectively with the Guaranteed Minimum Payment, the "Ancillary Facilities License Fee") .
b. If Licensee joins the Major League Soccer, LLC ("MLS"), then the Parties agree to renegotiate, in good faith, to adjust the Ancillary Facilities License Fee within 30 days of Licensee joining the MLS.
c. The Guaranteed Minimum Payment shall be paid in two equal installments of $10,000 on March 1and July 1of each year of the Term, beginning March 1, 2016. Within seven days after the conclusion of each season during the Term, Licensee or its ticket vendor will provide Licensor with an accounting of ticket sales for such season, with a settlement of


monies due Licensor representing the Ticket License Fee. Licensor and its agents and advisors shall be entitled to inspect, at Licensor's expense, the books and records of Licensee from time to time to confirm the accuracy of such accounting and payments. Any such inspection shall be conducted with reasonable advance notice to Licensee and in a manner so as not to materially interfere with Licensee's operations.

4. USE LIMITATIONS
a. Licensee may use the Ancillary Facilities only for purposes which are legal and consistent with published University policies.
b. Licensee will pay for all damages it, its agents or employees cause to the Ancillary Facilities.

5. INDEMNIFICATION
Licensee will keep, save and hold Licensor, the State of Ohio, Licensor's trustees, employees and agents harmless from all claims, causes of action, damages or loss, including attorney's fees, arising out of the use of the Ancillary Facilities under this Agreement by Licensee or caused by the actions or omissions of Licensee, its employees or agents.

6. ASSIGNMENT
Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, however, Licensee's rights under this Agreement shall be assignable to an affiliate whose majority ownership is a member or members of the Lindner family. Licensee may not sublicense this agreement. If a change in control of majority ownership of Licensee occurs resulting in the majority ownership by a person or persons other than someone from the Lindner family Licensee will notify Licensor within seven (7) days of such change, and Licensee shall have the right to terminate this Agreement upon sixty (60) days' notice without liability to Licensee.

7. FORCE MAJEURE
Should the Ancillary Facilities be damaged or destroyed by fire or other cause, or if any casualty or unforeseen occurrence outside the parties' reasonable control including but not limited to strikes, labor disputes, war or action of governmental authorities, will render the Ancillary Facilities unavailable to Licensee, then the parties will negotiate in good faith to permit Licensee to use alternative facilities and/or adjust the Ticket License Fee.

8. ACCESS BY LICENSOR
Licensor, or its designated agents, will have access at all times to all parts of Ancillary Facilities (so long as such access does not interfere with Licensee's use of the Ancillary Facilities as provided in this Agreement).

9. CONDUCT OF PERSONS USING THE LICENSED PREMISES
Licensee will be solely responsible for the conduct of all persons using the Ancillary Facilities at its express or implied invitation under the terms of this Agreement. However, Licensor reserves the right at all times to eject anyone whose conduct is unlawful or is interfering with the reasonable enjoyment or participation of others using the Ancillary Facilities or anywhere on the Licensor's facilities or property.


10. COMPLIANCE WITH LAW
In carrying out its obligations under this Agreement , each party will comply with all applicable rules, regulations, laws, and ordinances of the United States, the State of Ohio and the City of Cincinnati and those established by Licensor for the Licensed Premises.

11. GOVERNING LAW
This Agreement will be governed by and interpreted under the laws of the State of Ohio.


IN WITNESS WHEREOF,the parties hereto have executed this Agreement.


FOR UNIVERSITY OF CINCINNATI:




Daniel P.. Beerck Associate General Counsel
TITLE: A_s_s_is_ta_n_t_C_o_n_tr_a_ct_in_g_O_ff_ic_e_r













DATE:



---I -,1-,r/-l b ---

SCHEDULE A


1. Gettler Stadium: Shall be available to Licensee February through October, scheduled through UC Ops.
2. UC Bubble: Shall be available to Licensee February to March, scheduled through UC ops. In addition, the UC Bubble shall be available a minimum of two times a year for Licensee roster tryouts, beginning November 21st 2015. Scheduled through UC Ops.
4. Nippert Stadium Field: Shall be available to Licensee February - October, priority scheduling as provided in the Stadium License Agreement.
5. UC Weight Room (Lindner center) : Shall be available to Licensee February - October, for a two hour session each day, scheduled for 12 noon - 2pm in 2016. Thereafter, the weight room shall be scheduled through UC Ops.
6. Athletic Trainer/Strength & Conditioning Coach: Will be jointly hired by Novacare/UC Health and Licensee, which will be provided full facility access including keys.
7. UC Training room: Shall be available to Licensee February through October when needed for major injuries and extensive rehab and coordinated by AT/SCC around UC student athlete needs. The everyday training room will be in the Nippert Stadium home locker room.
8. Locker Room: Licensee is granted the opportunity to renovate, at its cost, the Nippert Stadium home & visitor's locker rooms. Construction will be managed by Licensor and all changes must be approved by Licensor, which shall not be unreasonable withheld, and only for commercially articulable purposes. A locker space will be available for Licensee players in February 2016 and first stage construction will be scheduled for completion in March. Additional phases may be undertaken at the discret ion of Licensee in the same manner as outlined above. The locker rooms shall be available to Licensee during the Term. While the cost of routine locker room "housekeeping" services provided by Licensor is included in the Ancillary Facilities License Fee.,
9. UC Equipment: Portable soccer goals and corner flags will be provided to Licensee when not in use and otherwise available, scheduled through UC Ops.
10. Laundry services will be billed to Licensee at Licensor's cost under a separate invoice.
 
(This post was last modified: 12-15-2016 06:24 PM by BearcatsUC.)
12-15-2016 05:49 PM
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TubaCat Offline
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RE: UC's Contract with FCC Cincinnati - Cut and Paste
I swear, if anyone starts quoting this post in their replies...
 
12-15-2016 06:04 PM
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rtaylor Offline
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
Is there going to be a test on this later?
 
12-15-2016 06:10 PM
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BearcatsUC Offline
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
I neglected to cut and paste Schedule A. I just added it to the original post. This will be included on the test.
 
12-15-2016 06:25 PM
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SuperFlyBCat Online
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
how much did uc make?
 
12-15-2016 07:16 PM
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CliftonAve Online
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-15-2016 07:16 PM)SuperFlyBCat Wrote:  how much did uc make?

Per this contract UC gets $5k a game and gets to keep parking revenue. FC gets all of their ticket revenue and merchandise. We split food and beverage.
 
(This post was last modified: 12-15-2016 07:28 PM by CliftonAve.)
12-15-2016 07:25 PM
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-15-2016 07:25 PM)CliftonAve Wrote:  
(12-15-2016 07:16 PM)SuperFlyBCat Wrote:  how much did uc make?

Per this contract UC gets $5k a game and gets to keep parking revenue. FC gets all of their ticket revenue and merchandise. We split food and beverage.

FC Cincinnati gets all concession revenue until capital payback.
 
12-15-2016 08:07 PM
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-15-2016 08:07 PM)BearcatsUC Wrote:  
(12-15-2016 07:25 PM)CliftonAve Wrote:  
(12-15-2016 07:16 PM)SuperFlyBCat Wrote:  how much did uc make?

Per this contract UC gets $5k a game and gets to keep parking revenue. FC gets all of their ticket revenue and merchandise. We split food and beverage.

FC Cincinnati gets all concession revenue until capital payback.

What a rip off.
 
12-15-2016 08:10 PM
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Ragpicker Offline
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Post: #9
RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-15-2016 07:25 PM)CliftonAve Wrote:  
(12-15-2016 07:16 PM)SuperFlyBCat Wrote:  how much did uc make?

Per this contract UC gets $5k a game and gets to keep parking revenue. FC gets all of their ticket revenue and merchandise. We split food and beverage.

I swear to God if UC would have let the head of Parking Services negotiate the expansion conversation with the B12 and ACC, we would already be in. Seems like the only department at UC that always gets what they want, and always gets a cut of every activity. Bravo Lord of Parking Services!
 
12-15-2016 08:15 PM
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Post: #10
RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-15-2016 08:15 PM)Ragpicker Wrote:  
(12-15-2016 07:25 PM)CliftonAve Wrote:  
(12-15-2016 07:16 PM)SuperFlyBCat Wrote:  how much did uc make?

Per this contract UC gets $5k a game and gets to keep parking revenue. FC gets all of their ticket revenue and merchandise. We split food and beverage.

I swear to God if UC would have let the head of Parking Services negotiate the expansion conversation with the B12 and ACC, we would already be in. Seems like the only department at UC that always gets what they want, and always gets a cut of every activity. Bravo Lord of Parking Services!


LOL!!!!!!!!!!!!!!!!!!04-cheers
 
12-15-2016 08:22 PM
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50Cent Offline
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
So 20k plus $5k a game plus .25 per ticket over 85k and parking. About $500k last year maybe?

And can renegotiate if become MLS.

Yeah terrible deal. The anti soccer people wouldn't like it if UC got $5mil.

So a few hundreds thousand a season plus exposure to the campus and increasing the vibrancy around campus nearly 20 times a year. Seems like a win win for both parties and that's the best type of deal.
 
12-15-2016 08:27 PM
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Post: #12
RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-15-2016 08:10 PM)JackieTreehorn Wrote:  
(12-15-2016 08:07 PM)BearcatsUC Wrote:  
(12-15-2016 07:25 PM)CliftonAve Wrote:  
(12-15-2016 07:16 PM)SuperFlyBCat Wrote:  how much did uc make?

Per this contract UC gets $5k a game and gets to keep parking revenue. FC gets all of their ticket revenue and merchandise. We split food and beverage.

FC Cincinnati gets all concession revenue until capital payback.

What a rip off.

I'm honestly confused about this part of the deal.
 
12-15-2016 11:31 PM
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Not Duane Offline
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
Compare that to it being a home for crickets in the off-season.
 
12-16-2016 01:05 AM
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Dannyboy Online
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
This deal is good for the community, not UC. If you're OK with that, you're OK with the deal. If not, not.
 
12-16-2016 07:41 AM
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
I do not get this rationale that FCC is good for the area? It may be true but does UC have a mission to be The Clifton/Corryville Chamber of Commerce and Business Development?

Do the local bars and restaurants pay UC the work?
 
12-16-2016 07:55 AM
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bearcatmark Online
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-15-2016 11:31 PM)BearcatsUC Wrote:  
(12-15-2016 08:10 PM)JackieTreehorn Wrote:  
(12-15-2016 08:07 PM)BearcatsUC Wrote:  
(12-15-2016 07:25 PM)CliftonAve Wrote:  
(12-15-2016 07:16 PM)SuperFlyBCat Wrote:  how much did uc make?

Per this contract UC gets $5k a game and gets to keep parking revenue. FC gets all of their ticket revenue and merchandise. We split food and beverage.

FC Cincinnati gets all concession revenue until capital payback.

What a rip off.

I'm honestly confused about this part of the deal.

It reads like FCC pays for Capital Changes up front, but really it's being paid through concessions revenue so UC pays them back the concession revenue up to the cost of the improvements FCC paid for up front. If the 2 million number is accurate, I'm betting that's less than 1 season of concession numbers that would cover the cost of the Capital Changes.
 
12-16-2016 07:56 AM
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-16-2016 07:55 AM)doss2 Wrote:  I do not get this rationale that FCC is good for the area? It may be true but does UC have a mission to be The Clifton/Corryville Chamber of Commerce and Business Development?

Do the local bars and restaurants pay UC the work?

The local bars, restaurants and businesses are a big factor for people choosing to go to UC and people getting back to campus. The success of local business is absolutely good for the University as a whole.
 
12-16-2016 07:58 AM
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Post: #18
RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-15-2016 11:31 PM)BearcatsUC Wrote:  
(12-15-2016 08:10 PM)JackieTreehorn Wrote:  
(12-15-2016 08:07 PM)BearcatsUC Wrote:  
(12-15-2016 07:25 PM)CliftonAve Wrote:  
(12-15-2016 07:16 PM)SuperFlyBCat Wrote:  how much did uc make?

Per this contract UC gets $5k a game and gets to keep parking revenue. FC gets all of their ticket revenue and merchandise. We split food and beverage.

FC Cincinnati gets all concession revenue until capital payback.

What a rip off.

I'm honestly confused about this part of the deal.

I'm a big FCC supporter and I'm fine with the renovations but this doesnt make any sense to me either. Why would UC be paying for renovations that FCC requested. I could see something like this in play for a scoreboard or sound system that has mutual uses by both parties. The wall was explicitly an FCC request so I don't get why UC is paying for any of the costs.
 
12-16-2016 09:45 AM
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RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-15-2016 05:49 PM)BearcatsUC Wrote:  The following are UC's two contracts with FC Cincinnati, signed by President Ono back in August 2015 and Associate General Counsel Daniel P. Beerck in January 2016. I regret not posting this when I received them a few months ago. This is a cut and paste after transferring from pdf to Word, so my apologies for any formatting issues:

LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made-and entered into this day of ftv (f'S ( 2015 by and between the University of Cincinnati, hereinafter referred to as "Licensor", and Futbol Club Cincinnati LLC, herein after referred to as the "Licensee."

WHEREAS Licensor owns and operates Nippert Stadium ("Stadium"); and

WHEREAS, Licensee owns and operates the professional soccer club Futbol Club Cincinnati, which will begin play in the United Soccer League ("USL") in the 2016 season; and

WHEREAS Licensee desires to play its home professional soccer matches ("Matches") at Stadium and Licensor desires to host the Matches at the Stadium;

NOW THEREFORE, in consideration of the mutual agreements contained herein, Licensor hereby grants to Licensee a license to use the Stadium, subject to the terms and conditions set forth herein, and in connection therewith, Licensor and Licensee mutually agree as follows:

1. TERM
a. Initial Term. The initial term for this Agreement is for three consecutive years commencing on January 1, 2016 and continuing until December 31,2018 (the "Initial Term").
b. Renewal. This Agreement will automatically renew under the same terms and conditions for up to four additional three-year terms (each a "Renewal Term") following the Initial Term, unless Licensee provides written notice of its intent not to renew to Licensor on or before May 1of the final year ofthe Initial Term or Renewal Term, as applicable (such final year, the "Option Year"). At the conclusion of the final Renewal Term, and Licensee still wishes to operate a professional soccer club at the Stadium, the parties shall use commercially reasonable efforts and negotiate in good faith the terms of a new agreement.

2. LICENSED PREMISES
"Licensed Premises" means all of the following:
a. The entire Stadium in Standard, Expanded or Sellout Soccer Configuration (all as defined in Schedule A attached) meeting Licensee's Minimum Stadium Specifications (attached and made part ofthis Agreement) (the "Minimum Stadium Specifications").
b. For Standard, Expanded and Sellout Soccer Configuration, all Stadium public areas (some of which may be restricted}, public seating areas (some of which may not be sold), public concourses, public restrooms, home and visiting team dressing rooms, officials dressing room, press box and other media facilities, field level, box office and ticket sales kiosks, entry portals and the Fan Zone (as defined in Schedule A).
c. Any suites, patio suites or club seats not encumbered by a prior agreement, and any other premium seating areas, which may be sold on a season or individual match basis by Licensee at its sole discretion. Licensor warrants that Schedule B attached hereto contains a complete list of all suites, patio suites or club seats which are currently encumbered by a prior agreement and therefore are not available to be sold by Licensee.

3. USE PERIOD
a. Licensee shall have the right to occupy and use the Licensed Premises (as defined herein) for Matches (the date of each such Match, a "Match Day"), as further described below.
b. Matches will begin play ("Kick-Off") between the times of 12:00 p.m. (noon) and 8:00 p.m. on each Match Day.
c. Gates will be open to Match Day ticket holders one and one-half (1Yi) hours prior to Kick-Off.


d. Licensee shall have access to the Stadium at least 6 hours prior to Kick-Off for the purposes of dressing room preparation, media preparation, tickets sales and other game day management and preparation functions as required.
e. Licensee shall have access to the Stadium at least 4 hours after the conclusion of the Match for equipment removal, media deadline, ticket office cashier settlement and other game day management functions as required in Licensee's discretion but the stadium will be closed to the public two (2) hours after the end of the Match.
f. Licensor agrees to use reasonable efforts to accommodate television truck requirements to the extent they fall outside of the time periods provided above.
g. Licensor and Licensee agree to negotiate separate agreements covering the use of the Stadium for team practices and other ancillary uses during the USL season, ticketing, and any other operating matters not specifically addressed in this Agreement.

4. LICENSE RATE & PAYMENT
a. Licensee agrees to pay Five Thousand Dollars ($5,000) per Match to Licensor for use of the Licensed Premises (the "License Fees") during the Initial Term. The License Fees for each consecutive Renewal Term shall increase by two percent per Term (i.e. the License Fee during the first Renewal Term shall be $5,100 per Match; the License Fee during the second Renewal Term shall be $5,202 per Match, etc.). If Licensee joins the Major League Soccer, LLC ("MLS"), then the Parties agree to renegotiate, in good faith, to increase the License Fees within 30 days of Licensee joining the MLS. Upon submission ofthis executed Agreement, Licensee will pay Licensor the sum of Ten Thousand Dollars ($10,000) as deposit to be applied to the full license payment for the first and last Match of each USL season. The deposit will be Retained by Licensor should Licensee cancel the Agreement except as provided in Section Sixteen (16) hereinafter. Deposit will be reimbursed in the final match settlement of each USL season.
b. In addition to License Fees, except as otherwise provided in this Agreement, Licensee will be responsible for any and all incremental out-of-pocket expenses directly relating to Stadium operation on Match Days, including but not limited to security, set up, take down and cleaning of the Stadium, clubs and suites for Matches, all subject to the terms and conditions provided below.
c. Licensee shall acquire parking to meet its Match Day needs from the UC Parking Office.

5. TAXES
Licensee will pay to Licensor any federal, state or local tax (excluding those taxes based on Licensor's income) which may become payable by Licensor by reason of Licensee's use of Stadium under this Agreement.

6. ADA
Licensor warrants that Stadium meets current requirements for compliance with the Americans with Disabilities Act (ADA) and Licensor agrees to maintain the Stadium so that it continues to meet all such requirements.

7. SCHEDULE
a. Licensee agrees to play all home Matches at the Stadium (generally, 14 regular season matches plus playoffs) and any and all Licensee non-USL home Matches ("Exhibition Matches") including (to the extent they occur) home preseason, international friendly, Lamar Hunt U.S. Open Cup and CONCACAF Champions League Matches.
b. On or about the beginning of each year of the Initial Term or any Renewal Term, Licensee will provide Licensor with the schedule of Licensee home Match dates, potential playoff dates, Kick-Off times and Stadium configuration requirements for each Match Day. Licensor agrees to provide the


Licensed Premises on all such proposed Match Days, except to the extent that (i) the University of Cincinnati football or lacrosse team has a scheduled home game on a Match Day or (ii) Licensor has a contractual obligation to make the Licensed Premises available to a third party which obligation exists as of the date of this Agreement and has been disclosed in writing to Licensee (collectively, "Black-out Days"). If any such conflict arises, the parties will work together in good faith to find an alternative date for the Match(es) which conflict, or in the alternative to find an alternative venue for Licensee for such Match(es). Licensor shall be responsible for any conversion costs to or from a soccer configuration from or to a lacrosse configuration, including field lining.

8. STADIUM OPERATIONS AND SERVICES
a. Licensor agrees to provide the Stadium in clean, operable, excellent condition meeting the Minimum Stadium Specifications and in Soccer Configuration (Standard, Expanded or Sellout).
b. Licensee will be responsible for providing, at no cost to Licensor, ticket takers, ushers and crowd management personnel (T-Shirt). Licensor will provide necessary security personnel (university police) and services, and Licensee shall pay Licensor's incremental out-of-pocket cost thereof. The parties shall work together in good faith to mutually agree on an appropriate amount of security personnel for each Soccer Configuration. If the parties are unable to agree, UC shall make the determination of the appropriate amount of security.
c. Licensee may utilize volunteers and/or Licensee staff in lieu of paid contractors in the performance of its obligations hereunder except for security services. Licensee may bid, contract, or barter for Stadium services or other game related services where those services are not part of a union contract or other contractual obligation of the University. A list of UC contractually obligated services is set forth at Schedule C.
d. Except as otherwise provided in this Agreement, Licensee will be responsible for any incremental
Stadium operational costs, including clean up after Matches, video production and staffing for incremental Stadium services or spaces outside the Licensed Premises.
e. Licensee shall be responsible for converting the Stadium field from football to soccer prior to a Match and from soccer to football following a Match (to the extent a football game is scheduled before the next Match). On or before March 1of each year of the Initial Term or any Renewal Term, the parties will mutually develop and agree on a schedule of field conversions during that year.
f. At no expense to Licensee, Licensor agrees to provide full time Licensor Athletics department personnel to support the Match (such as event manager, video production manager, ticket manager, press box manager i.e.), as reasonably requested by Licensee from time to time.
g. Licensee agrees to provide goals, nets, corner flags, team benches and other field equipment per the Minimum Stadium Specifications.
h. Licensor agrees to provide full Stadium technological assets including lighting, according to the Minimum Stadium Specifications, main scoreboard video, any ancillary video boards and/or ribbon boards and wireless capabilities.
i. Licensor agrees to provide grounds, maintenance, janitorial and clean up after Matches, engineering, electrical and other staff on Match Day to insure the proper operation of all Stadium systems, and Licensee shall pay Licensor's incremental out-of-pocket cost thereof. The parties shall work together in good faith to mutually agree on an appropriate amount of such staffing for each Soccer Configuration.
j. Licensor agrees to provide Licensee with reasonable, available secure storage for Match Day equipment and supplies.


k. To the extent that Licensor's contractors or personnel provide compensated services to Licensee under this Agreement, Licensor shall charge Licensee only its incremental out-of-pocket costs of such services.

9. MATCH PRODUCTI ON
a. Licensee shall have complete control of Match Day production and game management.
b. Licensee will produce and deliver to Licensor a match script for each Match Day that details all aspects and occurrences in time sequence format beginning with Licensee staff arrival at the Stadium to securing the Stadium at Match Day conclusion.
c. Licensee, at no cost to Licensor, will provide Match Day operations personnel such as referees, match officials, scorekeepers, public address announcer and other game operations staff as reasonably determined by Licensee.
d. Licensee, at no cost to Licensor, will provide teams (players) and all Match Day equipment required for the proper production and execution of the Match except as provided in Section 8 above.
e. Prior to the first Match of the season, Licensee will provide Licensor with a graphics plan for execution at each Match. Licensor recognizes the specific need for Licensee to establish brand recognition and an authentic soccer environment at the Stadium with an effective, branded graphics presence paramount to this objective.

10. LICENSES AND PERMITS
Licensor will maintain, at Licensor's sole expense, all licenses and permits required by law for the operation of the Stadium as it is currently operated by Licensor. Licensee in conjunction with Licensor will provide, at Licensee's sole expense, any necessary licenses and permits which are required by law for the Matches and which are not currently held by Licensor.

11. USE LIMITATIONS
a. Licensee may use Facility only for purposes which are legal and consistent with published University policies.
b. Licensee will not injure, mar, or in any manner deface the Facility and any of Licensor's contiguous or surrounding property or permit anyone to do so. Licensee will pay for all damages to the Facility, including the building, equipment, furniture and other property, except for any damages arising from the acts of Licensor, its agents or employees. Licensee will deliver to Licensor, at the termination of this license the Facility and any other contiguous or surrounding property in as good a condition and repair as said premises were at the initiation of said license period, ordinary wear and tear excepted.
c. Licensee will not make any change or alteration to the building,equipment or arrangement of the Facility or any other contiguous or surrounding property without having first obtained written permission for such change or alteration from Licensor. The cost of any such change or alteration will be borne by Licensee. Upon termination of this license the Facility and any other contiguous or surrounding property will be restored to their original conditions by Licensee at its cost unless otherwise agreed to by the parties. No smoking shall be allowed in the Licensed Premises. Licensor will enforce this policy by use of signage, announcements and personnel.
d. Licensee will not perform activities which may interfere with the effectiveness or accessibility of utility, heating, ventilating or air conditioning systems or portions thereof within the Licensed Premises, nor perform activities which may interfere with free access and passage to the public within the Licensed Premises, upon adjacent public areas, or in surrounding areas.
e. All public address system or scoreboard announcements by Licensee must be lawful, and at least once per Match Licensee must indicate that such announcements do not represent the views of Licensor.


f. All property belonging to Licensee will be removed by Licensee by the end of the license period and any such property remaining at Licensed Premises will be disposed of at discretion of Licensor without liability to Licensor or payment to Licensee.
g. Any breach by Licensee of this section will be considered a material breach of this Agreement and shall give Licensor the right to terminate this Agreement pursuant to Section 16(a).

12. INSURANCE
a. Licensee agrees to maintain, at its expense, Comprehensive General Liability Insurance with minimum liability limits of $10 Million per occurrence. The University of Cincinnati will be named an additional insured party for this insurance, and a Certificate evidencing this coverage must be provided to Licensor prior to the event. Licensor will provide Licensee with proof of Licensor's insurance upon request.
b. Licensee will maintain Workers Compensation and Employers' Liability with minimum liability limits of $500,000 each accident or disease.
c. Licensee shall make Licensor named as an additional insured as to all insurance coverage required and provide a Certificate of coverage prior to the execution of an agreement and annually thereafter.
d. Licensee shall require all required insurance to contain a Notice of Cancellation Clause, where Licensor is notified 30 days prior to any cancellation, reduction or change to the insurance policy.

13. INDEMNIFICATION
a. Licensee will keep, save and hold Licensor, the State of Ohio, Licensor's trustees, employees and agents harmless from all claims, causes of action, damages or loss, including attorney's fees, arising out of the use of the Licensed Premises under this Agreement by Licensee or caused by the actions or omissions of Licensee, its employees or agents.
b. All property of Licensee at Licensed Premises will be at the sole risk of Licensee.
c. Licensee will be responsible for providing any necessary medical personnel for all individuals participating in the event, unless arrangements are made with Licensor to provide such service, at Licensee's expense, prior to the event. Licensor may provide emergency medical personnel to be available to spectators of the event at Licensor's expense, if, in Licensor's opinion, such services are warranted by the size and/or nature of the event. Licensee will assume all liability for medical care and transportation provided to spectators and individuals participating in the event or contracted by Licensee and the Licensee agrees to indemnify and save harmless Licensor from and against any and all claims, causes of action, damages or loss, including attorney's fees arising from such medical care or transportation services except that which may be caused by the negligence of Licensor, its employees, servants and agents.

14. ASSIGNMENT
Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, however, Licensee's rights under this Agreement shall be assignable to an affiliate whose majority ownership is a member or members of the Lindner family. Licensee may not sublicense this agreement. If a change in control of majority ownership of Licensee occurs resulting in the majority ownership by a person or persons other than someone from the Lindner family Licensee will notify Licensor within seven
(7) days of such change, and Licensor shall have the right to terminate this Agreement upon sixty
(60) days' notice without liability to Licensee.

15. FORCE MAJEURE
Should the Licensed Premises be damaged or destroyed by fire or other cause, or if any casualty or unforeseen occurrence outside the parties' reasonable control including but not limited to strikes, labor disputes, war or action of governmental authorities (any of the foregoing, a "Force Majeure Event"), will render the Licensed Premises unavailable for one or more Matches, then Licensee


shall be permitted to play such Match(es) at another location of its choice and shall not be responsible for any Licensee Fees or other payments hereunder relating to such Match(es). If fulfillment of this Agreement is deemed by the parties to be difficult or impossible to perform to an extent sufficient to prevent the use of the Facility as contemplated herein, for a minimum of four years, this Agreement will terminate. Licensor will notify Licensee in writing that said damage will be repaired in time to permit the use of the Facility as contemplated herein. In any such case, Licensor will not be held liable or responsible to Licensee for any damage caused by said cancellation. Licensor will be relieved of any further liability by reason of this Agreement, and no claims for compensation or damage will be made against Licensor by Licensee. Any deposit or rental for the unused portion of this Agreement will, in any such case, be refunded to Licensee by Licensor within twenty (20) working days. Upon any such termination, if Capital Payback has not occurred, Licensor shall pay Licensee an amount in cash equal to the capital expenditures as defined by Section 30 that have not been fully reimbursed, and Licensor shall remain responsible for any damages caused by Licensor's breach of this Agreement occurring prior to the Force Majeure Event.

16. EARLY TERMINATION
a. Either party may terminate and cancel this Agreement at any time if the other party materially breaches this Agreement and such breach is not cured within 30 days following written notice given to the breaching party by the non-breaching party.
b. In the event of such termination, if Licensor is the breaching party and Capital Payback has not occurred, Licensor shall pay Licensee an amount in cash equal to the capital expenditures as defined by Section 30 that have not been fully reimbursed immediately upon termination. In addition, without limiting any other rights of the non-breaching party, in the event of such a termination the breaching party will reimburse the non-breaching party for any expenses incurred as a result of the early termination.
c. Licensor may terminate and cancel this Agreement immediately if, in Licensor's reasonable discretion, Licensor's reputation will be harmed materially by the association with Licensee due to the occurrence of an event or events before, during or after a match, involving persons attending a match or others associated with Licensee, which result in (i) extreme vandalism or violence causing grievous bodily harm to any person, or (ii) extensive damage to Licensor's property caused by a riot or similar unlawful action.
d. If Licensee ceases operation at any time prior to the expiration of a term or Licensee does not begin operation by fielding a team and beginning match play by the end of the second year of the initial term, Licensee may terminate and cancel this Agreement upon thirty {30) days prior written notice.
e. If Licensor terminates this Agreement pursuant to section (a), © or (d) above prior to the completion of the construction as required in Exhibit D, Licensee shall pay Licensor the full amount to finish the construction or to return the Facility to its state prior to beginning construction, in the reasonable discretion of Licensor.

17. ACCESS BY LICENSOR
Licensor, or its designated agents, will have access at all times to all parts of Licensed Premises (so long as such access does not interfere with Licensee's use of the Licensed Premises as provided in this Agreement), and Licensor will control locking and unlocking of Licensed Premises.

18. PUBLIC ANNOUNCEMENTS
Licensor reserves the right to make brief public address announcements and non-commercial announcements regarding Licensor events during intermissions or other times that will not unreasonably interfere with the event. Such announcements may relate to the welfare or safety of those using the Licensed Premises or describe future events at the Licensed Premises or at the University. Any announcements which do not relate to the welfare or safety of those using the


Licensed Premises shall be subject to Licensee's consent, which will not be unreasonably withheld.

19. CONDUCT OF PERSONS USING THE LICENSED PREMISES
Licensee will be solely responsible for the conduct of all persons using the Licensed Premises at its express or implied invitation under the terms of this Agreement. However, Licensor reserves the right at all times to eject anyone whose conduct is unlawful or is interfering with the reasonable enjoyment or participation of others using the Licensed Premises or anywhere on the Licensor's facilities or property.

20. CONCESSIONS, PARKING AND MERCHANDISE SALES
a. Licensee will have the right to sell or distribute for free event programs and other event and Licensee-related merchandise in its discretion, and will keep 100% of any such proceeds.
b. Until the Capital Payback (as defined below), Licensor will be responsible for operating all alcohol and non-alcohol concessions and will pay to Licensee 100% of net Licensor Athletics department commissions on concessions revenue. Licensor will be responsible for ensuring that all concession stands are open and fully-staffed on each Match Day as based on the Stadium configuration and attendance.
c. Within 48 hours of a Match, Licensor will provide Licensee with a full accounting of food and beverage concession sales by product and by location with a settlement of monies due Licensee based on the revenue sharing provisions herein. Licensee and its agents and advisors shall be entitled to inspect, at Licensee's expense, the books and records of Licensor from time to time to confirm the accuracy of such accountings and payments. Any such inspection shall be conducted with reasonable advance notice to Licensor and in a manner so as not to materially interfere with Licensor's operations.
d. Once Licensee has received a total amount of cash from Licensor pursuant to Section 20.b. ("Concession Revenue") equal to the total capital expenditures funded by Licensee pursuant to Section 30 below (the "Capital Payback"), then Licensor will share equally with Licensee all Licensor Athletics department food and beverage concessions net commissions.
e. Licensee will determine the concession prices and menu selection for all Matches, subject to Licensor's consent, which will not be unreasonably withheld.
f. Licensor will retain one hundred percent (100%) of gross parking revenues collected from Licensor­ owned parking facilities generated at Matches. Licensor shall be responsible for providing, at its expense, for all personnel, equipment, services and other resources to operate the parking facilities at the same level at which they are operated for Licensor's college football games based on the Stadium configuration and attendance. The pricing of parking for Matches must be approved in writing by Licensee in advance of each season and may not be changed in season without Licensee's consent.
g. Licensee and Licensor will barter Licensee game tickets and Licensor parking passes in trade for an agreed upon number of game tickets and parking passes, as determined in good faith by the parties.

21. TICKETS
a. Licensee will sell all Match tickets and will retain one hundred percent (100%) of revenue.
b. Licensee, at no cost to Licensor, will provide ticket sellers and guest services personnel to interface and provide customer service functions to Licensee's guests.
c. If Licensee utilizes the same ticket services vendor as Licensor, then Licensor will allow Licensee the use of ticket terminals, ticket printers and other reasonable ticket vendor equipment, and Licensee will pay for Licensor's incremental out-of-pocket cost thereof. If Licensee utilizes a different ticket services vendor than Licensor, then Licensor will accommodate Licensee ticket


services vendor equipment, personnel and other elements required to successfully provide ticket operations at the Stadium including Match Day sales, Will Call and Customer Service.
d. Licensee will notify Licensor of ticket price scale and any modifications in a timely manner. All ticketing pricing will be determined by Licensee in its discretion. Licensee will not sell or permit to be sold or distributed, tickets or passes in excess of the official listed capacity ofthe Stadium.
e. Licensee shall provide special promotions for tickets sales to Licensor Faculty, Staff and Students.

22. BROADCASTING
a. Licensee, at no cost to Licensor, will have the exclusive right, and Licensor concedes such rights, to provide (or cause to be provided) any television, radio, internet or other media production personnel necessary for a production of a Match for distribution at the Licensee's discretion. USL and/or Licensee will own all rights to any media production or distribution of the Matches, and Licensor agrees and confirms that it has no such rights.

23. COPYRIGHTS, ETC.
Licensee agrees, represents and warrants that nothing contained in the Matches or in any other way connected with Licensee's use of Licensed Premises under this Agreement shall violate or infringe upon any copyright, patent, right of privacy or other statutory or common law right of any person, firm or corporation. Licensee further agrees to indemnify and hold harmless Licensor, its trustees, agents and employees, from any and all claims, causes of action, damages, loss or expenses including legal fees arising in relation to this warranty.

24. CORPORATE SPONSORS
a. Licensee shall be permitted to enter into sponsor agreements for its sole benefit with corporate and other sponsors for Match Day sponsorships, including granting advertising and sponsorship display rights on the Licensed Premises during Match Days, subject to the limitations in this Section. Licensee recognizes that Licensor has exclusive agreements with corporate sponsors which may prevent Licensee from bringing certain products or items into the Stadium. By November 1, 2015 and each anniversary thereof during each year of the Initial Term or any Renewal Term, Licensor will provide Licensee a written list of Licensor's exclusive sponsors and any specific excluded activity relative to those sponsors which will apply to the upcoming year; provided, however, that in no case will Licensee be prohibited from 1) placing field level advertising panels for any Licensee sponsor, 2} providing sponsor activation programming in the Licensee Fan Zone for any Licensee sponsor, or 3} placing sponsor advertising on player uniforms.
b. Licensee agrees to provide Licensor with sponsor advertising files in the required format for video board execution.

25. ADVERTISING
a. Neither party may use the name or marks of the other party in such a manner as would indicate endorsement or co-sponsorship without prior written consent of the other party.
b. Licensor will provide Licensee with reasonable ticket sales advertising and promotional support through Licensor assets such as web site, email database, social media and other mutually agreed upon methods.

26. COMPLIANCE WITH LAW
In carrying out its obligations under this Agreement, each party will comply with all applicable rules, regulations, laws, and ordinances of the United States, the State of Ohio and the City of Cincinnati and those established by Licensor for the Licensed Premises.


27. NCAA and USL RULES
Licensor is sensitive to the rules and regulations of the NCAA and USL. Should Licensee materially breach its USL franchise agreement or violate NCAA or USL rules or regulations that are applicable to Licensee, then such violation shall constitute a material breach of this Agreement and shall give Licensor the right to terminate this Agreement pursuant to Section 16(a) above.

28. GOVERNI NG LAW
This Agreement will be governed by and interpreted under the laws of the State of Ohio.

29. SETTLEMENT
Except as may be otherwise specifically provided herein, any amounts owed by one party to the other party, relating to a Match or otherwise, shall be paid within thirty days of the Match (for Match-related expenses or payments) or otherwise within thirty days of the payment obligation arising. If payment is not made as required in this section two (2) or more times during a calendar year, Licensor shall have the right to immediately terminate the Agreement pursuant to section 16 without a cure period.

30. CAPITAL PROJECT FUNDING
a. In order for the Stadium to host the Matches, upon execution of this Agreement and its approval by USL, the parties agree to mutually determine a schedule to undertake the following Stadium renovations, which are described in more detail on Schedule D attached hereto (collectively, the "Capital Project"): (i) the replacement of the playing surface with adequate playing surfaces for both soccer and football; (ii) Stadium expansion (wall removal) and seating reconfiguration inclusive of providing temporary field-level seating structures; and (iii) the movement of the existing football field playing surface at the Stadium to another Licensor field location, if necessary, and any storage that is required. These renovations must enhance the Stadium overall and improve the fan experience for all events now held in the Stadium. Licensee shall pay or reimburse Licensor for all third party out-of-pocket costs of the Capital Project, subject to the limitations in this Section 30.
b. Licensee and Licensor will jointly develop and agree on plans and specifications for the Capital Project and the retention of third party contractors to complete the Capital Project. Licensor will consult with Licensee on all material aspects of the Capital Project, but shall have final approval over the construction contract, the cost thereof, and any change orders thereto. The parties agree to work together in good faith and use their respective best efforts to ensure that the Capital Project is completed by, or as soon after the start of the 2017 USL season as is reasonably practicable. See Exhibit D for the timing and planned construction for the renovations.
c. So long as this Agreement remains in force, Licensor agrees not to make any material change to the Stadium which would reduce the number of suites or seats, reduce the field length or width, or otherwise impair Licensee's ability to host Matches at the Stadium without Licensee's consent, which will not be unreasonably withheld.
d. If Licensee terminates or fails to renew this Agreement after the completion of the Capital Project but prior to the receipt by Licensor of a minimum of $1.S million through the revenue referred to in Section 20 hereof, Licensee shall contribute the difference between the amount of such revenue earned by Licensor and $1.5 million toward the completed cost to Licensor if Licensor wishes to return the Facility to its state prior to beginning construction (the "Stadium Reversion"). Such payment, if any, shall be made to Licensor within 90 days of the completion of such Stadium Reversion.

31. USL MATTERS
a. This Agreement shall be promptly submitted to USL for USL's approval in accordance with Licensee's franchise agreement with the USL (the "Franchise Agreement"). The parties agree to consider in good faith any proposed changes to the Agreement requested by USL. If USL does not


approve this Agreement in accordance with the Franchise Agreement within 60 days of submission to USL, then this Agreement shall automatically become null and void. Once approved, this Agreement may not be amended, assigned or modified without the prior written consent of USL.
b. Licensor shall provide USL with a copy of any written notice of a breach or default by Licensee of this Agreement which is delivered by Licensor to Licensee, and USL (on written notice to Licensor and Licensee) shall have the right, but not the obligation, to cure such breach or default.
c. USL shall have the right to display signs, marketing materials, displays, products and any other materials displaying USL trademarks and trade names at the Stadium in accordance with the USL operations manual.
d. While Licensee is playing home matches at the Stadium during the Initial Term and any Renewal Term, Licensor shall not permit any United States-based, professional men's soccer league which competes directly with any of USL's leagues to host a soccer match or other event at the Stadium during the Season. The "Season" means the time periods in any year during which official games (whether preseason, regular season or playoffs) are played for the USL-Pro League.
e. The parties agree to enter into the USL Addendum with the USL which is attached hereto as Schedule E.

32. TRAINING
Licensor agrees to work in good faith with Licensee to provide Licensor facilities for Licensee's day-to­ day training and team operations on fair and reasonable terms, to the extent desired by Licensee.

33. COMPLETE AGREEMENT
This Agreement constitutes the sole and complete agreement by and between the parties and no amendments to, or modification of, this Agreement will be valid unless reduced to writing and executed by the parties and approved by USL in accordance with Section 31.

34. NOTICES
Any notices required shall be sent to:


FOR THE UNIVERSITY:
Mr. Brendan Fouracre University of Cincinnati Department of Athletics 2751 O'Varsity Way, 878
Cincinnati, OH 45221-0021

FOR LICENSEE:
Jeff Berding
FC Cincinnati LLC
14 East Fourth Street
3rd Floor
Cincinnati, OH 45202


WITH COPY TO:
General Counsel University of Cincinnati Office of General Counsel 650 University Pavilion
2618 McMicken Circle
Cincinnati,OH 45221-0623

2015-08-07


35. AUTHORIZED SIGNATURES
Each individual executing this Agreement on behalf of Licensee and Licensor represents and warrants that he or she is properly authorized to do so.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

FOR UNIVERSITY OF CINCINNATI: FOR LICENSEE:




TITLE: Pr G& t d e,"-+ TITLE: DATE: _g'---/-''b'--'/f_b _ DATE: <-6-+/_<6--1/_1 ---



This is the second contract signed January 15, 2016:

FACILITIES LICENSE AGREEMENT

THIS FACILITIES LICENSE AGREEMENT ("Agreement") is made and entered into the 31st day of December, 2015 by and between the University of Cincinnati, hereinafter referred to as "Licensor", and Futbol Club Cincinnati LLC, herein after referred to as the "Licensee."

WHEREAS, Licensor and Licensee entered into a License Agreement dated August 8, 2015 (the "Stadium License Agreement") relating to the use of Nippert Stadium ("Stadium") for the home professional soccer matches ("Matches") of the professional soccer club, Futbol Club Cincinnati (the "Team"), owned and operated by Licensee;

WHEREAS, Section 3(g) of the Stadium License Agreement contemplated that Licensor and Licensee would enter into one or more separate agreements covering the use of the Stadium for team practices and other ancillary uses, ticketing, and any other operating matters not specifically addressed in the Stadium License Agreement, and Section 31 of the Stadium License Agreement provides that Licensor will work with Licensee in good faith to provide such facilities to Licensee on fair and reasonable terms; and

WHEREAS, Licensor and Licensee desire to enter into this Agreement to memorialize their mutual understandings relating to such ancillary matters;

NOW THEREFORE, in consideration of the mutual agreements contained herein, and subject to the terms and conditions set forth herein, and in connection therewith, Licensor and Licensee mutually agree as follows:

1. TERM
This Agreement shall be coterminous with the Stadium License Agreement (the "Term"). However, the parties agree to meet at the close of each season to discuss issues encountered and reserve the right to negotiate modifications based on actual costs and changing circumstances.

2. LICENSED FACILITIES
During the term of this Agreement, Licensor agrees to provide access to certain of Licensor's facilities as provided on the attached Schedule A (the "Ancillary Facilities").

3. ANCILLARY FACILITIES LICENSE FEE & PAYMENT
a. In consideration for Licensee's use of the Ancillary Facilities, Licensee agrees to pay Licensor :
i. an annual license fee of $20,000 (the "Guaranteed Minimum Payment"); and
ii. twenty five cents ($0.25) for every admission ticket sold to any of the Team's Matches played in the Stadium above a threshold of 85,000 tickets sold to such Matches during any season during the Term (individually, the "Ticket License Fee," and collectively with the Guaranteed Minimum Payment, the "Ancillary Facilities License Fee") .
b. If Licensee joins the Major League Soccer, LLC ("MLS"), then the Parties agree to renegotiate, in good faith, to adjust the Ancillary Facilities License Fee within 30 days of Licensee joining the MLS.
c. The Guaranteed Minimum Payment shall be paid in two equal installments of $10,000 on March 1and July 1of each year of the Term, beginning March 1, 2016. Within seven days after the conclusion of each season during the Term, Licensee or its ticket vendor will provide Licensor with an accounting of ticket sales for such season, with a settlement of


monies due Licensor representing the Ticket License Fee. Licensor and its agents and advisors shall be entitled to inspect, at Licensor's expense, the books and records of Licensee from time to time to confirm the accuracy of such accounting and payments. Any such inspection shall be conducted with reasonable advance notice to Licensee and in a manner so as not to materially interfere with Licensee's operations.

4. USE LIMITATIONS
a. Licensee may use the Ancillary Facilities only for purposes which are legal and consistent with published University policies.
b. Licensee will pay for all damages it, its agents or employees cause to the Ancillary Facilities.

5. INDEMNIFICATION
Licensee will keep, save and hold Licensor, the State of Ohio, Licensor's trustees, employees and agents harmless from all claims, causes of action, damages or loss, including attorney's fees, arising out of the use of the Ancillary Facilities under this Agreement by Licensee or caused by the actions or omissions of Licensee, its employees or agents.

6. ASSIGNMENT
Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, however, Licensee's rights under this Agreement shall be assignable to an affiliate whose majority ownership is a member or members of the Lindner family. Licensee may not sublicense this agreement. If a change in control of majority ownership of Licensee occurs resulting in the majority ownership by a person or persons other than someone from the Lindner family Licensee will notify Licensor within seven (7) days of such change, and Licensee shall have the right to terminate this Agreement upon sixty (60) days' notice without liability to Licensee.

7. FORCE MAJEURE
Should the Ancillary Facilities be damaged or destroyed by fire or other cause, or if any casualty or unforeseen occurrence outside the parties' reasonable control including but not limited to strikes, labor disputes, war or action of governmental authorities, will render the Ancillary Facilities unavailable to Licensee, then the parties will negotiate in good faith to permit Licensee to use alternative facilities and/or adjust the Ticket License Fee.

8. ACCESS BY LICENSOR
Licensor, or its designated agents, will have access at all times to all parts of Ancillary Facilities (so long as such access does not interfere with Licensee's use of the Ancillary Facilities as provided in this Agreement).

9. CONDUCT OF PERSONS USING THE LICENSED PREMISES
Licensee will be solely responsible for the conduct of all persons using the Ancillary Facilities at its express or implied invitation under the terms of this Agreement. However, Licensor reserves the right at all times to eject anyone whose conduct is unlawful or is interfering with the reasonable enjoyment or participation of others using the Ancillary Facilities or anywhere on the Licensor's facilities or property.


10. COMPLIANCE WITH LAW
In carrying out its obligations under this Agreement , each party will comply with all applicable rules, regulations, laws, and ordinances of the United States, the State of Ohio and the City of Cincinnati and those established by Licensor for the Licensed Premises.

11. GOVERNING LAW
This Agreement will be governed by and interpreted under the laws of the State of Ohio.


IN WITNESS WHEREOF,the parties hereto have executed this Agreement.


FOR UNIVERSITY OF CINCINNATI:




Daniel P.. Beerck Associate General Counsel
TITLE: A_s_s_is_ta_n_t_C_o_n_tr_a_ct_in_g_O_ff_ic_e_r













DATE:



---I -,1-,r/-l b ---

SCHEDULE A


1. Gettler Stadium: Shall be available to Licensee February through October, scheduled through UC Ops.
2. UC Bubble: Shall be available to Licensee February to March, scheduled through UC ops. In addition, the UC Bubble shall be available a minimum of two times a year for Licensee roster tryouts, beginning November 21st 2015. Scheduled through UC Ops.
4. Nippert Stadium Field: Shall be available to Licensee February - October, priority scheduling as provided in the Stadium License Agreement.
5. UC Weight Room (Lindner center) : Shall be available to Licensee February - October, for a two hour session each day, scheduled for 12 noon - 2pm in 2016. Thereafter, the weight room shall be scheduled through UC Ops.
6. Athletic Trainer/Strength & Conditioning Coach: Will be jointly hired by Novacare/UC Health and Licensee, which will be provided full facility access including keys.
7. UC Training room: Shall be available to Licensee February through October when needed for major injuries and extensive rehab and coordinated by AT/SCC around UC student athlete needs. The everyday training room will be in the Nippert Stadium home locker room.
8. Locker Room: Licensee is granted the opportunity to renovate, at its cost, the Nippert Stadium home & visitor's locker rooms. Construction will be managed by Licensor and all changes must be approved by Licensor, which shall not be unreasonable withheld, and only for commercially articulable purposes. A locker space will be available for Licensee players in February 2016 and first stage construction will be scheduled for completion in March. Additional phases may be undertaken at the discret ion of Licensee in the same manner as outlined above. The locker rooms shall be available to Licensee during the Term. While the cost of routine locker room "housekeeping" services provided by Licensor is included in the Ancillary Facilities License Fee.,
9. UC Equipment: Portable soccer goals and corner flags will be provided to Licensee when not in use and otherwise available, scheduled through UC Ops.
10. Laundry services will be billed to Licensee at Licensor's cost under a separate invoice.

Thanks for posting
 
12-16-2016 09:49 AM
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Kco17 Offline
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Post: #20
RE: UC's Contracts with FCC Cincinnati - Cut and Paste
(12-16-2016 09:49 AM)chicago bearcat Wrote:  Thanks for posting

BRUH.
 
12-16-2016 09:57 AM
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