SyrcIwse Hockey Lease Agreement

AMENDED AND RESTATED LEASE AGREEMENT FOR THE ONONDAGA COUNTY WAR MEMORIAL

This Lease Agreement made July 1, 2012, between SMG, a Pennsylvania general partnership ("Lessor" as agent for the County or "SMG") and Syracuse Hockey Ownership Team (SHOT) ("Lessee") for the AHL, Hockey Season ("Event").
It is mutually understood and agreed between the parties as follows:

I.

PREMISES:

The premises shall include the Arena, all Designated Offices, Team Rooms, Training Rooms (hereinafter referred to as the "Onondaga County War Memorial"). II. RESERVE DATES:

Ill.

ADDITIONAL SERVICES: A. CONCESSIONS

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B. I.

ADVERTISING

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. Ii.

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2.

3.

4.

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C.

SCOREBOARD CONTRIBUTION

The scoreboard contribution provided for herein shall be in addition to base rent paid by Lessee as provided for hereinbelow.
D.

GAME PERSONNEL AND OFFICIALS are the responsibility of the Lessee. Ice attendants are the Lessor responsibility. SMG shall provide Event Attendants to act as ticket takers, doorman and ushers as specified below at no cost to the Lessee. SMG shall provide up to three (3) doormen to monitor building access beginning two (2) hours before the scheduled time of each game. The remaining Event Attendants shall be scheduled from one (1) hour before the scheduled start of each game. Event Attendants shall be assigned work shifts as determined by SMG with all shifts scheduled to end not later than fifteen (15) minutes after the end of each game. Event Attendants for special events, promotions, team activities, etc. that occur outside the specified game time shall be paid by the Lessee.

E.

OFFICE Lessee may continue to occupy the assigned offices. Lessor shall continue to provide space for ten (10) Lessee personnel, including coach's offices and trainers' room for team management. Lessee shall continue to furnish offices at Lessee's expense. Lessee shall make payment to Lessor each month for telephone, lines and office equipment and the associated charges.

F.

TEAM ROOMS, TRAINERS ROOM AND PHYSICAL TRAINING ROOM As currently provided are included.

G.

SCHEDULING PRIORITY

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Lessee shall maintain priority on seventy (70) game dates for regular season games up to August 15 of each year or the release date of the AHL schedule, whichever shall occur earlier. Designated practice ice time is to be used for no other purpose without the expressed written consent of Oncenter. Lessee shall submit the playoff schedule on or about January 31 of each year with the first right of refusal granted to the Lessee for the dates submitted that are not already scheduled by the Lessor.

H.

PRESS ROOM Lessor shall continue to provide space at no charge on game nights. Lessor shall provide a maximum of24 press room meals per game with menu choice by Lessor.

I.

BOX OFFICE Lessor reserves the right to impose a facility use fee on all single-game tickets sold through the Oncenter Box Office, Ticket Master and the Crunch Box Office.

Lessee agrees to the Lessor operating the Box Office under contracted ticketing system. Rental Fee outlined in Section IV of this Agreement includes the following: The Lessor will perform all Box Office duties for Lessee as follows: Print all single game tickets at no additional cost to Lessee. Perform retail sales during Lessor's regular published ticket office hours. Game time sellers will be available two (2) hours prior to game start and will remain open until start of second period. However, Box Office hours will not exceed four (4) consecutive hours per each game.

Lessor will supply at no charge, all ticket stock, computer equipment and all office equipment for use in the Lessor's Box Office. Lessor will accept Master Card, VISA and American Express credit cards without any charge to the Lessee for credit card fees. However, charge backs, if any, will be billed to Lessee at $10.00 per transaction plus value ofticket(s). Lessor will accept checks, however, any returned checks will be billed to Lessee at the transaction fee of$10.00 plus price ofticket(s).

Lessor will provide group sales at a commission rate of five percent (5%) or the group retail ticket price. All advertisenient, postage and special deliveries will be billed at

Syracuse Hockey Lease Agreement

prevailing rates. Each group sales will require a separate addendum to be signed by both Lessor and Lessee agreeing on services provided. Lessor will release all escrow on a weekly basis for all season games no later than Tuesday at 2:00 pm of each week.

J.

LEASE TERM
I.

Term of the Lease

The term of this lease shall be for twelve years commencing with the 2012-2013 season and concluding at the end of the 2023-2024 season.

K.

SEATING for the event(s) described herein:

Arena seating shall be for a maximum of 6,035 persons.

L.

EQUIPMENT from the Oncenter inventory required for this event is as follows at no additional charge to Lessee: Dashers, glass, one (1) ice resurfacer, practice and game goals, existing scoreboard, public address system, follow spots, ice preparation for hockey games and practices. Oncenter also agrees to operate and store one (I) additional ice resurfacer which is the property of the Lessor. It is mutually agreed that the cost of maintenance and repair of this piece of equipment will be the responsibility of the Lessor. The Oncenter may, without liability to the Lessee, utilize the additional resurfacer as a backup on an as needed basis. This equipment will not be utilized for games unless it is in a safe and reliable operating condition. There may be a charge to Lessee for equipment not specified above as related to hockey games. ONCENTER will assign an Event Coordinator andlor Technical Coordinator to provide Lessee with professional staff members who will be Lessee's contact for event requirements.

N.

PURPOSE The premises shall be used for the sole purpose of the American Hockey League games and practices, and for no other purpose whatsoever without the prior written consent of SMG.

IV.

FACILITY CHARGES:

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A. BASE RENT Base rent shall be paid within 48 hours of the conclusion of each game by Lessee to Lessor, and base rent is in addition to the scoreboard contribution provided for herein. During the initial term, the Lessee shall pay rent to the Lessor for all regular season games held at the War memorial complex as follows: 2012-2013 2013-2014 2014-2015 2015-2016 2016-2017 2017-2018 2018-2019 2019-2020 2020-2021 2021-2022 2022-2023 2023-2024 per game per game per game per game per game per game per game per game per game per game per game per game

B.

ADDITIONAL SUMS Lessee shall also pay to Lessor, on demand, in addition to the fees hereinabove, any sums which may be due to Lessor for such additional services, accommodations or materials furnished by SMG to Lessee, which are not otherwise provided for in the Lease and/or included by addendum hereto. Examples shall include but not limited to office partitions, walls and porter service. Any of the Lessor's equipment used or required by Lessee and not otherwise provided for herein shall be charged to Lessee at prevailing rates when required in writing from Lessee.

V.

CHARGES FOR OUTSIDE SERVICES Stagehands and outside labor provided by Lessor will include an employment fee of 30% to cover benefits and taxes. The employment fee may increase due to increased insurance and tax fees. Notice of increase will be made in writing to Lessee thirty (30) days in advance. All other outside services to be mutually agreed upon with consideration given to Lessee.

VI.

DEPOSITS/SETTLEMENT: A. DEPOSITS

Syracuse Hockey Lease Agreement

$ B. SETTLEMENT All amounts due wi11 be deducted from the deposit and net settled on a per game basis. VII. REQUIREMENTS Lessee must: A. Adhere to federal, state and local laws, ordinances, rules and regulations. I. a Compliance with Rules and Laws Lessee will comply with all laws oUhe United States and the State of New York, all ordinances and rules and regulations of the City of Syracuse and Onondaga County and their agencies and all rules and regulations from time to time adopted by SMG for the government and management of the premises. Lessee will obtain and pay for any and all permits required for the use of the premises prior to the beginning of the event. Oncenter will arrange for an annual permit with the City of Syracuse. Lessee shall be responsible for payment of any and all taxes and fees incurred as a result of the event. Lessee will not do or suffer to be done anything on the premises during the term of the Agreement in violation of any laws, ordinances, rules and requirements. This Agreement shall be governed by the laws of the State of New York. If the event includes gambling, Lessee shall also be responsible for obtaining any permits from the Syracuse City Police Department and the State of New York in order to have such gambling. Lessee shall be solely responsible for the operation and supervision of such gambling. Lessee shall indemnify and save and hold harmless, the Lessor, Onondaga County, the New York State Urban Development Corporation and New York State from any losses, claims, damages, expenses or costs resulting from the use and operation of any gambling devices. Permits for gambling must be on file with Lessor at least ten (J 0) working days prior to the event. SMOKING: Like all public buildings in New York State, the Oncenter Complex is smoke-free. Please advise your guests, as this policy is strictly enforced within the facility. 2. Non-Discrimination: Lessee agrees not to discriminate against any employee or any applicant for employment because of race, religion, sex, national origin or handicap, and further agrees likewise not to discriminate against any person relative to admission services or privileges offered to or enjoyed by the general public.

b.

c. d.

e.

B.

Provide liability and property damage insurance and performance bond, as required. 1. Insurance

5ytaaJse Hockey Lease Agreement

a. Lessee shall provide SMG, at least 30 days prior to the season, the attached certificate evidencing general and appropriate commercial liability and automobile liability insurance, with minimum policy limits of Two Million Dollars ($2,000,000) per occurrence for injury and death, including property damage to the War Memorial Complex and to property of other parties, the term of such coverage to coincide with the Lessee's dates of occupancy, including move-in and move-out. In addition, Lessee agrees to provide Umbrella/Excess Liability Insurance in the amount of not less than Five Million Dollars ($5,000,000). Umbrella/Excess Liability Insurance shall follow the form of underlying primary liability policies. Such insurance shall specifically name Onondaga County, SMG, the New York State Urban Development Corporation, New York State and their respective boards of trustees, officers, employees and agents, as additional insureds. It is understood and agreed that such insurance shall covel' any damage 01' injury to any and all persons attending or property connected with the event when such persons or property are located in the Center because of Lessee's activities herein. b. If Lessee has not provided SMG with such insurance certificate at least 30 days prior to the season, SMG shall have the right to obtain such insurance at Lessee's expense without prior notification to Lessee of such action and SMG may charge for payment of the same at event settlement and/or invoice Lessee, for said payment, at SMG's discretion. c. It is agreed and understood that ultimate responsibility for obtaining insurance is Lessee's, and if SMG is not willing or able to obtain such insurance in the absence of a Lessee-obtained policy, Lessee shall be liable for all scheduled expenses as stated herein and SMG shall not be responsible for any expenses or losses sustained by Lessee resulting therefrom. d. Said policy shall also contain the specific provision that the policy may not be cancelled or reduced by the insurance carrier without giving 30 days prior notice in writing to SMG and Lessee. e. Lessee agrees to provide evidence of worker's compensation coverage, to comply with the laws of the State of New York, for Syracuse Hockey Ownership Team LP (Lessee) employees. Indemnity

2.

a. Lessee agrees to defend, indemnifY and hold harmless SMG, County of Onondaga, The New York State Urban Development Corporation, New York State and their respective board of trustees, officers, employees and agents against any and all claims, demands, causes of action, damages, costs and liabilities, in law or in equity, of every kind and nature whatsoever, directly 01' indirectly, resulting from or caused by the use and occupation of the premises or other part of SMG by the Lessee or any of its officers, agents, employees, guests, patrons 01' invitees, whether such use is authorized 01' not, or from any act or omission of Lessee, or any of its officers, agents, employees, guests, patrons or invitees; and the Lessee shall, at its sole risk and expense, defend any and all suits, actions or other legal proceedings which may be brought or instituted against SMG, County of Onondaga, The New York State Urban Development Corporation, New York State and their respective board of trustees, officers, employees and agents in any such suit, action or other legal proceeding; and Lessee shall pay for any and all damages to the Onondaga County War Memorial, for loss or theft to or at the Onondaga County War

SyJawse Hockey Lease Agreement

Memorial, done or caused by Lessee, its officers, agents, employees, guests, patrons imd invitees unless caused by negligence and/or willful misconduct of Lessor. b. Indemnification shall not be limited to the extent and limits of liability provided in said insurance required herein. c. Lessee shall also obtain a blanket contractual liability policy which insures for contractual liability as it relates to this contract.

d. All insurance policies carried by either Lessor or Lessee applicable to the Onondaga County War Memorial, including but not limited to contents, fire and casualty insurance, shall expressly waive any right on the part of the insurer against the other party. Lessor and Lessee hereby agree that their insurance policies shall include such waiver clause or endorsement so long as the same shall be obtained without extra costs, or if extra costs shall be charged therefore, so long as the other party pays such costs. If extra costs shall be chargeable therefore, each party shall advise the other thereof and of the amount of the extra costs, and the other party, at its election may pay the same, but shall not be obligated to do so. 3. a Flammable Materials Protection and Insurance All curtains, draperies and decorations made from textiles of combustible fibers or flammable materials must be flame-retardant in a manner approved by the Syracuse City Fire Prevention Bureau for Lessee and Lessor. Lessee shall not, without the prior written consent of the SMG, put or operate any engine or motor or machinery on the premises, or use oils, burning fluids, gasoline, kerosene, naphtha, propane gas or any other type of bottled gas or engine for either mechanical or other purposes. Pyrotechnics shall not be performed without the prior written consent of SMG and the Syracuse City Fire Department. In such cases, special insurance and safety requirements also must be satisfied. Lessee shall not bring any hazardous materials on the premises. Oncenter may require flame retardant certificates to be on file. Damage to Premises, Vehicles, Load Limits, Animals Lessee shall neither deface, injure, mar nor in any manner damage the premises, and shall neither cause nor permit anything to be done whereby the War Memorial Complex premises shall be in any manner injured, marred, defaced or damaged; reasonable wear and tear are excluded. Lessee shall neither drive nor permit to be driven by any party acting by or through its contacts, nails, staples, hooks, tacks, screws or such into any part of the War Memorial Complex; nor erect or cause to be erected any decorations or adhesives, including tape, that would deface the walls, ceilings, floors, facilities and equipment contained within the premises. Lessee shall not make or allow to be made any alterations of any kind to the Onondaga County War Memorial or equipment without the written approval ofSMG and Onondaga County.

b.

c.

d. e. 4. a

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d.

Its is specifically agreed that the walls, floors, ceilings or other areas of the War Memorial Complex or its furnishings or fixtures are not to be painted by Lessee or its agents or have permanent covering without the written approval of SMG and Onondaga County. Materials may be attached in or to the premises by means of cords, ropes or ribbons, or in any other manner which will not mar, deface or damage the premises or its furnishings and fixtures, provided prior written consent of SMG for such method of attachment is obtained. Vehicles or animals shall not be brought into the premises without the prior written consent of SMG. Lessee agrees not to exceed the published load limits of any floor areas and ceiling tracks.

e.

f.

h.

Lessee shall be responsible for any and all damage caused by Lessee's use of the Onondaga County War Memorial or to the floors, sidewalks, ceilings, facilities and equipment at the Center and same shall be returned to SMG in the same condition as when possession was received by Lessee, reasonable wear and tear excepted. Lessee shall pay to SMG, on demand or at settlement, the estimated costs of any and all repairs required to be made to the Onondaga County War Memorial or equipment located therein as a result of the use thereof by Lessee or its agents, employees, contractors, patrons, invitees, guests or any persons attending the event. Lessee acknowledges that use of the premises is limited to the specific terms of this contract Lessee or its agent shall not interfere or cause nuisance to any other tenant utilizing a portion or all of the facility.

i.

C.

Identify whenever possible, the "Onondaga County War Memorial, managed by the Oncenter" in advertisement/promotion copy.

a b.

2. a. b. 3.

TV and Radio Lessee shall have the right to broadcast scheduled season games. Lessee shall be responsible for all costs of transmission or broadcasting. Copyrights Lessee will assume all costs and responsibility arising from the patented, trademarked, franchised or copyrighted music, materials, devices or dramatic rights in the Event Lessee agrees to defend, indemnify, defend and hold

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harmless SMG, County of Onondaga, The New York State Urban 'Development Corporation, New York State and their respective board of trustees, officers, employees and agents from any claims, damages or costs, including legal fees, which might arise from use of any such material or devices. D. All other miscellaneous rules and regulations including, but not limited to the following:
I.

Notices Unless otherwise provided herein to the contrary, all notices required under this Lease shall be considered given when hand delivered (with receipt therefore) or deposited with the U.S. Mail via certified or registered mail, return receipt requested and addressed: a. To Lessee: Mr. Howard Dolgon President Syracuse Hockey Ownership Team, LP 800 South State Street . Syracuse, NY 13202 ToSMG: General Manager SMG 800 South State Street Syracuse, NY 13202-30 I 7

b.

2. a

Security SMG prohibits the use of armed security personnel that are not duly registered law enforcement officers. SMG will provide security, as specified below and as determined by Lessor, at no cost to the Lessee from one hour before the scheduled start of each hockey game until fifteen minutes after the conclusion of each game. Security for special events, promotions, team activities, etc. that occur outside th", specified game time or that occur during the specified game time but require specific security shall be paid for by the Lessee. The Security Staff shall consist of the following: One (I) member of the Oncenter Security Staff to act as event security supervisor. Up to eight (8) deputy sheriff or police officers for Friday and Saturday evening games; up to six (6) deputy sheriffs or police officers for all other games, assigned to crowd control duties. Two (2) Syracuse Firemen assigned as Fire Marshals. Three (3) T-shirt security people to monitor the team entrances and the game officials' dressing room.

b.

3. a.

Entrances and Exits The entrances and exits of the premises shall be locked or unlocked during the event as Lessee may direct, subject to regulations of federal, state and municipal authorities, to any lawful direction of law enforcement officers, and to SMG direction.

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b. SMG may, at Lessee's expense, place guards and special police as determined by SMG at all exits and entrances of the premises when such exits and entrances are locked. Articles, fittings, fixtures, materials and equipment shall be brought into and removed from. the premises only at such entrances and exits designated by SMG. c. No portion of the sidewalk, entries, passages, vestibules, halls, elevators or stairways or access to public utilities of the premises, shall be obstructed by Lessee or used for purposes other than ingress or egress from the premises. d. Lessee shall not permit chairs, displays or other objects to be in or remain in any passageways, and will keep said passageways clear at all times. SMG may take such action as it deems necessary to insure compliance with this provision. e. The total number and weight of vehicles which may enter the arena at any time shall be determined by SMG Management Lessee shall at all times conduct its activities with full regard to public safety. Emergency Medical Services Lessee or its agents, employees or guests, while in or about the Premises, may during designated hours, use the services of the Oncenter's first aid facilities in connection with an injury or sickness occurring to any person or persons while within or about the Onondaga County War Memorial during the term of this Agreement The first aid office of the Oncenter, if any, does not dispense medication or medicines of any type. SMG shall provide appropriate E.M.S. for patrons of hockey games from one (I) hour before the scheduled start of each game until fifteen (15) minutes after the conclusion of each game. E.M.S. for special events, promotions, team activities, etc. that occur outside the specified game time shall be paid by Lessee. Waiver and Additional Remedies Reference herein to any particular remedy shall not preclude the Complex from any other remedy it may have at law or equity or otherwise. SMG's failure to seek redress for any violation hereof or to insist upon performance of any covenant or condition of this Agreement shall not prevent SMG from seeking redress for a subsequent act which would constitute a violation. No provision of the Agreement shall be deemed to have been waived by SMG unless specific waiver thereof by SMG shall be made in writing. Utilities Lessor agrees to provide and pay for normal utilities including illumination and heat and air conditioning except when prevented by strikes, accident or other

f.

4. a.

b. c.

5. a

b.

c. 6. a.

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causes beyond the reasonable control or prevention of SMG and except during the repairing of equipment or apparatus. b. SMG reserves the right to control and regulate at its own discretion the temperature of the premises, and to operate and control the heat and/or air conditioning units at the War Memorial Complex. Lessor shall exclusively furnish, install and provide additional electric, compressed air, natural gas, telephone, water and waste services to Lessee, as may be required by Lessee at Lessee's cost. Such services shall be provided on written order from Lessee at the then prevailing, published rates for such services.

c.

7. a

Cleaning SMG, during preparations and installation of the Event, will remove debris that can be handled with a broom, but other debris will be removed promptly by Lessee. During the Event period, SMG will supply usual cleaning services for the public areas and for post game clean up at no cost to Lessee. During the term of the Lease, SMG wiIl clean and supply the restrooms and toilet facilities, for games and post game clean up, as are designated by SMG; however, during move-in and move-out periods, restrictions will apply to the availability of certain restrooms, of which Lessor will advise Lessee at no cost to Lessee. Lessee will also pay for such extra services required to surrender the premises to Lessor at the termination of this Lease in the same condition as existed at the commencement of the Lease, ordinary wear and tear and reasonable amount of debris which can be readily swept up and removed excepted. Payment for such services will be invoiced in accordance with Paragraphs II.

b. c.

d.

VlII.

BACKSTAGE/TECHNICAL AREA REQUIREMENTS:

A.

Lessee must provide a complete list of management, crew and production staff to Oncenter. Submit to Oncenter a complete description of technical needs, and a diagram of team and training room requirements.
I.

B:

SMG and/or County hereby reserves the right, by written notice to the Lessee, to require Lessee to make such changes, deletions and additions in the plan or the operating policies described therein as SMG may deem necessary for the safe and efficient operation of the Onondaga County War Memorial. Failure by Lessee to make any such changes, deletions or additions requested by SMG within 30 days after receipt of notice thereof shall constitute a default by Lessee. Lessee shall also provide a detailed written list of its requirements for all

2.

3.

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function space no later than 30 days prior to the first day of occupancy of the premises by Lessee. 4. The doors, skylights, stairways, ramps and openings that reflect or admit light into any space in the premises and lighting adjustments shall not be covered or obstructed by Lessee, or if necessary, then only in such manner as permitted by SMG and/or the Onondaga County Fire Prevention Bureau. Lessee shall give notice in its floor plan if a "blackout" period is scheduled during any event.

CANCELLATION/TERMINATION: A. EVENT CANCELLATION Should Lessee cancel a reserved game date, the Lessee shall be responsible for payment of the base rent, scoreboard contribution fee, and ticket facility use fee applicable to that game, less any charges received by Lessor for use of that reserved game date. This payment shall be in addition to any other sums which are due from Lessee under this Lease. B. DEFAULT Should Lessee fail to perform any of the material terms ofthis Lease within thirty days of the required date of performance, Lessor may then declare Lessee in default, whereupon all base rent and scoreboard contributions and any other amounts due and owing for the entire remaining term of the Lease shall be immediately due and owing to Lessor. Lessor shall also have available all rights and remedies provided for at law or in equity.

C.

DESTRUCTION, CALAMITIES AND ACTS OF GOD

In the event that:

1.

The War Memorial Complex or any portion thereof shall be destroyed or damaged by fire or other calamity so as to prevent the use of the premises for the purpose and during the periods specified herein, or If the premises cannot be used because of strikes, acts of God, national emergencies or any other cause beyond the control of Lessor, then this Lease shall be terminated, and each party waives any claim against the other for damages by reason of such terminations, except for any unused portion of the fee due hereunder which shall abate, or if previously paid shall be refunded by SMG to Lessee.

2.

X.

FURTHER PROVISIONS OF LEASE AGREEMENT: A. OCCUPANCY Lessee shall not admit or allow to be admitted to the premises a larger number of persons than the capacities thereof will accommodate, or a larger number than can safely and freely move about in the premises. The decision as to the number

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of persons to be admitted shall be made by appropriate fire personnel and such decision shall be final. B. PUBLIC ACCESS Access to the premises by the public for purposes indicated above shall be allowed through those entrances(s) and such hallways and corridors as shall be used by the public for attending other functions to be conducted on the premises. C. OBJECTIONABLE PERSONS AND EVACUATION I. SMG reserves the right to eject any such person or persons whose conduct it deems improper. Upon the exercise of this authority by SMG, Lessee hereby waives any rights and all claims for damages against SMG arising from such action. 2. SMG reserves the right in its sole discretion to evacuate the premises during any activity in progress where it is deemed necessary for the safety of the general public or SMG. D. CUMULATIVE PROVISION The rights and remedies reserved to the Lessor by this Lease are cumulative, and shall be in addition to and not in derogation of any other rights or remedies which the Lessor may have with respect to the subject matter of this Lease and a waiver thereof at any time shall not affeCt any other time. E. CAPTIONS The captions to paragraphs throughout this Lease are solely to facilitate reading and reference to the sections and provision of the Agreement Such captions shall not affect the meaning or interpretation of the Lease. F. JOINT VENTURE Nothing herein shall be deemed to create any joint venture or principal-agent relationship or partnership between the parties, and neither party is authorized to, and neither party shall act toward third parties of the public in any manner which would indicate any such relationship with the other. G. SEVERABILITY If any paragraph, section, subsection, sentence, clause, phrase or portion of this Lease is, for any reason, held invalid or unconstitutional by a court of competent jurisdiction, such portion shall be deemed a separate, distinct and independent provision and such holding shall not affect the validity of the remaining portions of this Agreement. H. NON-EXCLUSIVE RIGHT Lessor shall retain the right to use and/or license the use of such portions of the Onondaga County War Memorial as may not be covered by this Lease. Lessor also retains the right to re-enter any part of the premises covered by this Lease should such part become vacant, and to determine that such unused portion be offered for other use with receipts there from going to Lessor, with an appropriate adjustment to Lessee's

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fees.
I.

CATERING AND CONCESSION

1.

SMG reserves to itself andlor its exclusive in-house catering all catering privileges, including the sale of all food and beverage requirements. All catering during the event must be performed by SMG andlor its in-house caterer, unless there are special dietary requirements for the event in which case SMG's prior written approval is required for use of a caterer other than SMG's in-house caterer. Lessee is responsible for making arrangements and shall enter into an agreement with SMG covering services and fees for catering not otherwise provided for in this agreement. At its sole discretion, SMG reserves the right to set prices, set up, sell and remove any concessionary food, beverages or service of any kind within the Onondaga County War Memorial.. Variances may not occur without prior written approval of SMG's General Manager. Lessee agrees that it will not permit any concessionary items to be sold by it or its contractors without the prior written approval of SMG's in-house caterer and Lessor. Prior to the event, Lessee will notify Lessor of any samples of food (more than 4 oz.) or beverage (more than 2 oz.) to be given away or otherwise distributed. All concession/food service employees are employed by and all ancillary charges paid by SMG's catering organization. Lessee has the right to sell and retain all receipts from merchandising products which have the Team Logo. Complex will provide adequate storage space for the team merchandise vendor at a rate negotiated between SMG and vendor directly. Lessor will provide mutually agreed upon space to Lessee for product sales. Complex or food service provider will be responsible for sales tax regarding food and beverage concessions.

2.

3.

4.

5.

6.

7. 8.

9.
J.

COMPLETE AGREEMENT This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations or agreements either written or oral. All terms and conditions of this Agreement shall be binding upon the parties, their successors or representatives and assigns, and cannot be waived by any subsequent oral representation or promise of any agent or other representative of the parties hereto, unless the same be in writing and signed by the duly authorized agent or agents who executed this Agreement. Such a written document must be incorporated by specific reference herein as part of this Lease.

K.

NON-ASSIGNMENT Lessee shall not sublease, assign, encumber or transfer this Agreement or any part

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thereof or its right, title or interest therein, without Lesson's prior written approval. Lessee or its agents shall not in any way obstruct or interfere with the rights of other licensees, occupants or users of the War Memorial Complex.
L.

OTHER CONDITIONS

It is agreed that any matters not expressly provided for in this Agreement may be included herein at the sole discretion of the Lessor. Any matter not herein expressly provided for shall be given the Oncenter's Lease Rider and agrees only to comply with the rules and regulations stated therein.
M. VERBAL AGREEMENTS No verbal agreements for the use of the War Memorial Complex or any part or facility thereof shall be binding upon SMG. N. Lessor represents that it has full right and authority to lease the premises in accordance with the Lease. CONFIDENTIALITY The parties understand that certain parts of this Agreement may include trade secret information and/or information related to the operation of a commercial enterprise that is customarily maintained as confidential, and would be potentially injurious if it were disclosed. As such, the parties agree to keep confidential, to the extent permitted by law, said information that may have a reasonable basis for confidentiality. This provision does not apply to the parties' own employees, agents, audits, and Lessor's obligations to third parties. Notwithstanding the above, the parties may mutually agree to the release of potentially confidential information and said consent shall not be unreasonably withheld.

O.

IN WITNESS WHEREOF, this Agreement has been executed hereto at the date above written by the parties hereto.

LESSOR:

Printed Name

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Exhibit A - Advertising Rights 1. 2. 3. 4. 5. 6. 7. Two (2) backlit advertisements (placement TBD) One (I) full page advertisement in Crunch Times (the Crunch's electronic program) Four (4) season tickets One hundred (100) single game tickets One (I) ribbou light message per home game One (I) public address announcement per home game One (I) scoreboard announcement per home game

SMG has the right to resell these advertising rights as agent for the County. Should SMG resell these advertising rights to a pizza vendor, SMG will provide at no charge to Lessee 200 pizzas during any season in which the advertising rights are resold to such pizza vendor. Should SMG be unable to resell these advertising rights, SMG shall use these Advertising Rights to promote events or programs requested by the Contract Administrator for the Facility Management Agreement between SMG and. the County.

O:\MunicipaIWenue Mgmt\Lease Agreement 6.29.12 FINAL.doc

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