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fer mee ~ MEMORANDUM Palvileged anc Confidantial ‘Attomey Clieat Pivilege TO: JEFF ALUOTTO, HAMILTON COUNTY ADMINISTRATOR FROM: ROGER B, FRIEDMANN, ASSISTANT PROSECUTING ATTORNEY SUBJECT: SOCCER/PAUL BROWN STADIUM . DATE: 10/2/2017 Jef You hai asiced that I follow up on our telephone conversation of Fuidey, September 29, 2017. During our conversation we discussed the potential of bringing a professional soccer franchise to Paul Brown Stadium. ‘You are awaye that Section 8.6 of the Lease between the Board of County ‘Connmissione:s of Hamilton County, Ohio and the Cincinnati Bengals, Ine. sets forth the ‘broad outline of the possibility of a professional soocer team to play games at Paul Brown Stadium, Daring tho first ten years ofthe Ieese agreement, the Cincinnati Bengals, Ine, had the exclusive right to bring a professional soccer franchise to play at Paul Brown Stadium, The Bengals had never exercised thet right doing the first ten years of the Jease. Following the first ten yeas ofthe fease, the County has the right to negotiate with a professional soccer franchise to allow professional sovcer gaines to be played at Paul _ Brown Stadium, ifthe soooer fencice is eatablisod and is olocital in Cinna then the County must disclose the potential terns of the use of the stedinm by the professional soccer franchise to the Cincinnati Bengals, The notice to the Bengals is in the form of a “Refusal Notice” and essentially allows the Bengels to negotiate with another franchise to relocate to Pan Brovin Stadium on essentially the samne terms thet the County would ‘have offexed to the relocating franchise. If tho Notice relates to an existing franchise looking to relocate to Cincinnati, the Bengals can exercise its rights to looate another ‘franchise and can have up fo twelve (12) months to bring another franchise to Cincinmati, ‘tthe potential for the professional soocer franchise is for a new franchise, then the Bengals must again be given the “Refusal Notioo”, Tn the cese of anew fianchise, the Bengals must advise the County that it wishes to bring the soccer franchise to Pan! Brown Stadium, ‘The Bengals must then negotiats the terms Zor a new franchise on the samme terms that the County was willing fo give to anevr fzunchise, In any negotiation for a new soccer franchise, the County must be aware that there are cettain revenues rights that the Cinoinnet! Bengals retain for any event at Paul Brown. Stadium, Seotion 10.2 of the Lease sets forth those revenuo rights, The revenues rights inolude revenue from advertising, concessions and gift shops and novelty stores located atthe stadivon site, ‘The presentation of a professional soccer game at the stadium would be treated as ‘an “other event” in which the County and the Bengals traditionally have shated cottain revenue features. In the past we have split the use fee for the stadium as well as the revemue from parking. ‘The sphit of the parking revenue is different than its for Bengal game days on which the Bengals obtain all of the revenue from a minimum of 5,000 parking spaces within the stadium site less the administrative fee for the County which is apptoximately 11% of the revenue. id want to point out to you thatthe configuration of the field and playing. surface at Paul Brown Stadium was changed in the early design of the stadiut to accommodate a professionel sized scocer field, Also, there were soccer locker rooms ‘bullt into the stadizam during ita initial construction, Those soccer locker room may have ‘been affeoted when the Bengals expanded the training room for the players within Paul Brown Stadium, You had indicated to me that there had been discussions with Bob Bedingbaus ‘and Jeff Berding concerning the potential of a professional soccer franchise Lovating the frenchise at Paul Brown Stadium, Although fhe fesse terms with the Cincinnati Bengals, Inc. certain give rights to the Bengals, there is nothing te prevent the negotiation of different terms with a professional soccer franchise led by Jeff Becding. The potential for additional revenue flowing from parking for soéeer games could go a long Way in meeting the County’s obligation for out year payments to the Bengals, Obviously the scheduling of events would become more difficult forthe stadium packing operator since « large number of soceer games would overlap the Cincinaati Reds baseball season and, to a lesser extent, the Cincinnati Bengals season. ‘During our phone conversation Findicatedto yor my belief that the County would be better served by having a very open discussion with Jeff Berding to determine what ‘parameters the soccer franchise could live with. It would be best to know the limitations for Jeff Berding's group before opening disonssions with the Bengals, have attached to this memo copies of Sections 8.6 and 10.2 of the Lease for further review. Please let me knove if you wish to disouss this futher or if you have any further questions. ee ine tes ‘not inciude vents that would meteriaily interfere with the maintenance of the Playing Field in a first-class condition, Notwithstanding the forogoing, to the extent Team's concessionaire for the Stadiuin Complex agrees, and subject to such requirements that the concessionaire may have with respect thereto, concession services at the Stadium Complex wall be made available to County and its patrons as reasonably required for County Use Days at County's cost and expenso (and subject to Team's right to receive any revenues arising from the sale of concession products), 84 Other Events. Throughout the Term, County and Team (or a designee of Team) shall joinfly ongage a firm experienced an a national basis with the promotion and sponsorship of large public entertaitmont events to bock other suitable vents at the Stadium Complex (herein referred to at the “Other Events"), which booktngs shall be subject to the reasonable approvel of bath County and “Team, ‘Team shall not be deomed to have unreasonably withhold approval of an Other Event if Team believes such Other Event would materially interfore with the maimtenance of the Playing Field in a first-class condition, Other Evonts shall be scheduled so as not to confiiet.or coincide with any Team Uso Days or Private Team Use Days and shall not interfere with Team’s year-round use of the Stadium Complex for the purposes Seseribed in Soctlons 8.1.4 and 8.1.5 hereof, 85 Limitations Upon Use, Anything herein to ths contrary notwithstanding, the right to use of the Stadium set forth in this Article 8 shall be subject to the following tinitations: 85.1 Without the prior written consent of the other party hereto, no party shall make, perform, cause or authorize to be made of performed any Routine Maintenance er Improvements that in its rensonubje judgment would: (@)__ Interfere with the safe and normal vse, operation and. maintenance of the Stadiwm Complex for the inteaded purposes, ©) Greate safety hazards; (o) Materiy ait ‘advetiely eet the ee of the Statin Complex; or @ Violate any Legal Requirements or NFL Rules, 85.2 ‘To extent within such party's control, each of Team and. ‘County ‘shall uso reasonable efforts to cause the Stadium Complex to be used and erated in compliance with all Legal Requirements and NFL, Rules, provided ‘that County, at its sole cost and expense, shall be reeponsible for any capitel expenilitures which are required to be made in order for the Project, and the swe thereof for the purposes permitted herein, to comply with Legal Reguirements and NFL Rules, 86 Soccer, During the initil ten (10) Lease Yoars Team shall have the sole and exclusive right to present professional soccer events at the Stadium, In the event oa annua, saan MAY 2 9 1997 WAGE sD ‘Team elects to present soccer during such potiod, Team shall negotiate with County the terms and provisions of suclt uso, including rent t0 be paid therefor, suitable security for the protection of the Stadium Complex, insurance, melntenance and other matters similar to those sot forth in this Leese. A fair-macket rent shali be pald for ‘he use of the Stadium Complex by Team to present socees, it being the intention that County's labs cost and expenses of owning and operating tho Staclum Complex shall sot be increased by the presentation of professional soccer therein. Following the, expiration of the tenth (10th) Lease ‘Year and provided that Team or tte designee is not then (or at any other time during the ferm after the tenth Lease Year) resenting soccer to the public under the foregoing terms, County shall have the right fer the retmtinder of the Term to nogotate the tems and candiions wnder whieh & pproféssional soccer franchise or organization shall be entitled to use the Stadium Compler (emeping the Exclusive Leaed Prembes the Restrnt the Privo Soites and the Club Lounge) for soocer purposes, provided that (a) in no event shall the uso of all or eny portion of the Stadiiin Conptex for such pucposes interfere wits ar ‘materially adversely affect Team's tights under this Lease (and County covenants that no such use shall so interfere with or materially adversely affect Team's rights under this Lease); (b) subject 10 the terms set forth Below, Team shall be granted a tight of first refusal to meet the terms of County's proposal to such third party soccer franchise ‘or organization; end (¢) the parties recognize that County's ability to permit the presentation of soccer shall not abrogate or diminish Team's exclusive right to Tevenues described in Section 10.2 below. Net Revenue (as defined in Section 10.3 below) detived irom soccer events at the Project presented by Persons other than ‘Team ot its designee shall be divided equally between Team end County in the sate mannér as described for Other Bvents in Section 10.3 below, subject to Team's exclusive right to revenues described in clause (¢) of this Section 8.6 end provided, however, that in no event will Team be responsible for, of in any way be obligated to reimburse County for, any portion of a Net Loss (determined on an annual basis) resulting from any presentation of such soccer events et the Stadiums. 86.1 If, following the expiration of the tenth (10th) Lease Year, County negotiates satisfactory terms and conditions pursuant to which eny Person would use the Stadium Complex for the presentation of professional soccer, then, prior ~~ 6 wRteEiNg iio duck 8 Dindiag agrcemont with such party, County shall no ‘Team in writing of its intent to enter into such an agreement (a al Notice"), ‘The Refurel Notice shell include the identity of the proposed lessoe and the material terms and provisions af the proposed transaction, accompanied by copies of the letter of intent (if any) which memorializes such terme and provisions, County shall also certify to Team that County and the other party ihtend to enter into a final agreement on the terms set forth in the Refusal Notice and that guch terms are bona fide and were negotiated on an ans length basis, Upon writen request of County, Team agrees to keep confidential the identity of the proposed third party lessee and the terms and concitions set forth in the Refusal Notice end related documents, 862. In the event the Refusal Notice relates to soczer presentation by @ newly established soccer franchise, then, within sixty (60) days following Team's receipt of the Refusal Notice and accompanying documents, Team may elect, at

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