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HomeMy WebLinkAbout6C (1)OTHER: This Term Sheet standing alone shall not be deemed a contract between the TOUR and Organizer. Neither the TOUR nor Organizer shall be bound to this Term Sheet unless and until both the TOUR and Organizer have signed the FGTA, LLC Tournament Sanction Agreement to which this Term Sheet is attached (the "Agreement "). Organizer shall be subject to all terms and conditions of the Agreement, and the Tournament shall be conducted in accordance with the TOUR's procedures as set forth in the TOUR Operations Guide (including without limitation the Media Services section) and Brand Graphics Guidelines. 021512. Blackthom .FGTAToumament.DRAFT(2) -K &PCS comments (-,, C ( t) Comment []Ki]: TERM SHEET OFFICIAL TERMS OF TOURNAMENT COMPETITION TOURNAMENT NAME: Four Winds Invitational, or such other name as determined by TOUR TOURNAMENT ORGANIZER: The City of South Bend, d/b /a Blackthorn Golf Club , TOURNAMENT TITLE SPONSOR: Pokagon Gaming Authority d/b /a Four Winds Casino Resort TOURNAMENT DATES: August 6 -12, 2012. With respect to the 2013 and 2014 Tournaments (both, if renewed), the TOUR will determine the date no later than ninety (90) days after the conclusion of the then - current Tournament. All Tournament dates will include any succeeding day(s) made necessary by postponement or playoff. INITIAL PRO -AM DATE: Wednesday and Thursday of Tournament Week INITIAL TOURNAMENT COURSE: Blackthorn Goff Club South Bend, Indiana TOURNAMENT PURSE: $150,000, unless increased or reduced by the TOUR in its sole discretion TOURNAMENT FORMAT: 54 -hole stroke play, cut after 36 holes (70 and ties) TOURNAMENT DESIGNATION Official TERM OF AGREEMENT: One (1) year: 2012; rop vided, however, that, the TOUR shall have the option to renew the terms and conditions of the Agreement (as hereinafter defined) for two (2) additional one -year periods if the TOUR notifies Organizer of its intent to renew in writing no later seventy-five (75) days following the conclusion of the most recent Tournament ("Term "). If the TOUR renews the terms and conditions of this Agreement for an additional one -year period, the Term shall end ninety (90) days after the conclusion of the last Tournament. OTHER: This Term Sheet standing alone shall not be deemed a contract between the TOUR and Organizer. Neither the TOUR nor Organizer shall be bound to this Term Sheet unless and until both the TOUR and Organizer have signed the FGTA, LLC Tournament Sanction Agreement to which this Term Sheet is attached (the "Agreement "). Organizer shall be subject to all terms and conditions of the Agreement, and the Tournament shall be conducted in accordance with the TOUR's procedures as set forth in the TOUR Operations Guide (including without limitation the Media Services section) and Brand Graphics Guidelines. 021512. Blackthom .FGTAToumament.DRAFT(2) -K &PCS comments (-,, C ( t) Comment []Ki]: FGTA, LLC TOURNAMENT SANCTION AGREEMENT THIS FGTA, LLC TOURNAMENT SANCTION AGREEMENT (this "Agreement ") is entered into and made effective on this _ day of January, 2012, by and between FGTA, LLC d /b /a Symetra Tour, with offices at 100 International Golf Drive, Daytona Beach, FL 32124 -1092 (the "TOUR "), and the City of South Bend, d /b /a Blackthorn Golf Club , located at 6100 Nimtz Parkway, South Bend, Indiana 46628, ( "Organizer"). The TOUR and Organizer are sometimes referred to herein as the "Party" or "Parties," as the context requires. WITNESSETH: WHEREAS, the TOUR is the organization established to promote, develop, establish and maintain high standards for women's professional golf as a developmental tour for golfers seeking to become LPGA tour players; and WHEREAS, the TOUR owns, conducts, co- promotes and /or sanctions women's professional golf tournaments and related activities; and WHEREAS, Organizer, or a department thereof, is the owner of the Tournament Site and Organizer represents that it has the authority to negotiate and execute this Agreement; and; WHEREAS, Organizer desires to organize and operate a women's professional golf Tour tournament and pro -am event in connection with the tournament; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties agree as follows: I. DEFINrnoNS. As used in this Agreement, the following terms and phrases shall be defined as follows (any reference to a capitalized term within a definition refers to the definition of such term in this Section 1): 1. Agreement shall mean this FGTA, LLC Tournament Sanction Agreement, in its entirety, including all attached Exhibits. 2. Brand Graphics Guidelines shall mean the document illustrating the ways in which Organizer may use the TOUR Marks in connection with the Tournament. 3 TOUR Indemnified Parties shall mean the TOUR, Symetra Life Insurance Company, Pokagon Gaming Authority d /b /a Four Winds Casino Resort, and their affiliated and parent companies, members, managed members, employees, agents, sponsors, volunteers, and licensees, and such other entities as the TOUR may reasonably designate. 4. TOUR Marks shall mean the TOUR name, logo, and other trademarks or service marks owned by or licensed to the TOUR. 5. TOUR Official Event Logo shall mean the logo illustrated in Exhibit "A ". 6. Force Majeure Event shall mean any unforeseeable occurrence beyond the reasonable control of a Party that prevents such Party from fully performing its obligations hereunder, or that leads to the cancellation or postponement of the Tournament, including, without limitation, acts of God, criminal acts, acts of war, explosions, epidemics, civil disturbances, labor problems, or unforeseeable and unavoidable actions by governmental authority (whether valid or invalid) (for avoidance of doubt, the Parties agree that lack of financial resources shall not constitute a Force Majeure Event). LPGA shall mean the Ladies Professional Golf Association. 8. Manager shall mean Organizer's Tournament Site management agent, Kitson & Partners (Club Services) LLC. 021512. Blackthom .FGTATournament.DRAFT(2)K &PCS comments 1 Comment [3K21: lime - please adNise who owns the golf course Ddfeient city agencies were rerctenced in your opciaGons management agreement and I couldn't tell 9. Operations Manual shall mean the document describing the various obligations of constituents involved in the operation and organization of the TOUR's Tournaments, such as owners, operators, management organizations, the Tournament Site, sponsors, the TOUR staff, and consultants. 10. Organizer Indemnified Parties shall mean Organizer and Manager and their directors, officers, members, employees, agents, volunteers, and aaffiliates. 11. Player shall mean a female golfer who is a current member of the TOUR or is otherwise eligible under the TOUR player rules and regulations. 12. Pro -Am shall mean the 18 -hole round of golf competition that includes one (1) Player teamed with three (3) or four (4) amateur golfers. 13. Title Sponsor shall mean Pokagon Gaming Authority d /b /a Four Winds Casino Resort. 14. Tournament shall mean the 54 -hole TOUR sanctioned women's professional golf tournament known as the Four Winds Invitational, or such other name as determined by TOUR. 15. Tournament Logo shall mean the logo illustrated in Exhibit "B ". 16. Tournament Officials shall mean the persons on Tournament Site who are authorized to act on behalf of the TOUR and who have final authority regarding matters relating to or affecting the conduct or competition of the Tournament. 17. Tournament Purse shall mean the cumulative prize amount distributed to the Players based on each Player's final Tournament position. 18. Tournament Site shall mean collectively the Biackthom Golf Club in South Bend, Indiana, the golf club and surrounding property and golf course hosting the Tournament. 19. Tournament Week shall mean the period commencing on Monday of the week on which the Tournament has been scheduled and concluding_upon, the crowning of a.Tournament champion. 20 USGA shall mean the official rules of golf, as interpreted by the United States Golf Association Il GENERAL. 1 Scope of Agreement. The TOUR will provide certain services to Organizer and conduct the Tournament with the assistance of t Organizer in accordance with the provisions of this Agreement and the TOUR Operations Manual, which is incorporated herein by reference. The TOUR shall have final authority in all matters relating to or affecting the conduct of the Tournament. Tournament competition, and the preparation of the Tournament Site consistent with the terms and conditions of the Term Sheet and this Agreement 2. Term. The "Term" of this Agreement shall be for the duration reflected in the Term Sheet, unless earlier terminated, or extended due to a Force Majeure Event. 3. Tournament Dates. The TOUR will, on an annual basis and in consultation with Organizer, reserve dates on its annual tournament schedule exclusively for the Tournament, consistent with the terms and conditions of the Term Sheet and this Agreement. The Tournament competition shall be held Friday through Sunday of the Tournament Week, unless extended due to weather conditions or a Force Majeure Event. 021512. Biackthom .FGTAToumament.DRAFT(2)K &PCS comments 2 Comment [43433]: See Section III I Obligation to male practice fae11111eS a%adable starts on Monday Comment [GG4]: Shouldn't use defined term in its own dchmnnn. Comment [13435]: In some cases the TOUR imposes the responsibility lot �ertam I oumament fimctions on Organizer . such as monitoring use of aartc 4. Territory Restrictions. During the Term of this Agreement, the TOUR will not schedule any other TOUR tournament within a 50 mile radius of the Tournament Site during the Tournament Week without advance written notification to Organizer, in each case permitting Organizer a reasonable opportunity to consult with the TOUR prior to scheduling such a tournament. The Parties specifically agree that this provision shall not apply to any LPGA tournament held during the Tournament Week. 5. Tournament Title Charity /Sponsor Designation. The Tournament Title Sponsor shall identify a Tournament charity during each applicable year during the Term, subject to reasonable consultation with the TOUR and Organizer. Tournament Purse, The Tournament Purse shall be as set forth in the Term Sheet. III. TOURNAMENT SITE. 1. Availability; Exclusivity. Organizer shall assure the availability of the Tournament Site for the duration of each Tournament held during the Term, ensuring that the Tournament Site is reserved Comment [GG6]: This is the entire for the exclusive use of the Players and the TOUR during the Tournament Week Such exclusivity shall stub property There a c no othct arms prohibit play by amateurs (except on Pro -Am day(s)) and any public activity that requires use of any part under Orpnizerscontrol of the Tournament Site, such as clinics, exhibitions, special events, contests, drawings, and sweepstakes, unless approved by the TOUR in writing at least thirty (30) days prior to the Tournament Week. A. Tournament Site Use Fee. During each year of the Term, the TOUR shall pay to Organizer a Tournament Site use fee of Thirty Thousand Five Hundred Dollars (530,500.00)( "Site Fee "), Comment [GG7]: Conflun, �tth IK. which will secure the availability of the Tournament Site and other benefits set forth herein pursuant to the terms and conditions of this Agreement. Upon receipt of invoice, the Site Fee shall be payable by the TOUR to Organizer for each applicable Tournament as follows. Amount Due Date $15,000 May 1 $15,500 Within 7 days after the conclusion of the applicable Tournament 2. Preparation and Maintenance of Tournament Site. At its sole expense, Organizer shall be responsible for the preparation, conditioning, and maintenance of the Tournament Site prior to and during the Tournament Week, in each case subject to the TOURS approval. Organizer shall use all commercially reasonable efforts to assure that the Tournament Site is in the best possible condition during the Tournament. At its sole reasonable discretion, the TOUR reserves the right to require _ Organizer to relocate the Tournament to a different course if the Tournament Site conditions may Comment [GGB]; Does the eery ha,e materially and adversely affect the integrity of the Tournament. the AWN to do dos, 3. Equipment on Tournament Site. Organizer shall provide, at no cost to the TOUR, all supplies and equipment reasonably necessary at the Tournament Site for the conduct of a professional golf tournament during the Tournament Week, including, without limitation, marking paint, sufficient golf carts (as reasonably determined by the TOUR), out -of- bounds and hazards stakes, scoreboard, leader board frames, bleachers, ropes and stakes, portable toilets (at least one (1) placed every three (3) holes) water coolers, and other equipment as reasonably requested by the TOUR. The Organizer shall provide a minimum of ten (10) golf carts for TOUR Tournament Officials and a sufficient number of golf carts for accredited media personnel during the Tournament Week. Organizer shall also provide one (1) golf cart for each set of TOUR Players (i.e., 1 cart per group tee -time) participating in Tournament. Organizer shall be responsible for providing all golf carts necessary for the operation of the Tournament, monitoring use, and ensuring that such carts are operated safely and in line with instructions and /or rules provided by the owner /manufacturer. The TOUR will provide Organizer with an estimated number of golf carts required by TOUR Players during Tournament competition no later than seven (7) days prior to the commencement of Tournament Week. 021512. Blackthom .FGTAToumament.DRAFT(2)KSPCS comments 3 A. Vehicles for TOUR Use. If the Tournament has an official automobile sponsor, the Organizer shall provide at least two (2) Tournament cars for use by TOUR Tournament Officials during the Tournament Week. 4. Putting Green and Practice Area. At no cost to the TOUR, Organizer shall ensure the availability of the putting green and practice area for the exclusive use of the TOUR Players (and TOUR alternate Players ranked 1 -5) beginning Monday of the Tournament Week and extending throughout the conclusion of the Tournament Week. 5. Driving Range. The Tournament Site driving range shall be available exclusively to each TOUR Player registered to compete in the Tournament (and TOUR alternate Players ranked 1 -5), beginning Monday of Tournament Week and extending through conclusion of the Tournament. 6. TOUR Mobile Office Trailer. Organizer shall provide a private, secured area on Tournament Site (such area subject to TOUR's approval) for three (3) TOUR mobile trailers from the Friday prior to the Tournament Week until the day after the conclusion of the Tournament. The area shall be appropriately equipped for office use and include (i) fifty amperes of electrical capacity, (ii) additional electrical sources /outlets, the type of which shall be determined by the TOUR at a later date; and (iii) one (1) dedicated high speed /broadband Internet connection source (such as cable modem or T1, with 1.5 Mbps minimum, and 5 Mbps or faster preferred). Organizer shall ensure that a technician is available to provide technical, electrical, and communication assistance, and provide the TOUR with such technician's contact information. 7 Media Area. Organizer shall provide an area for media center operations during the Tournament Week with sufficient workspace for media. 8 Toumament Site Vehicle Limitation. Organizer shall prohibit automotive transportation in the Tournament Site competition areas, except as may be specifically authorized by a TOUR Tournament Official. 9. Alcoholic Beverages. Organizer agrees that no alcoholic beverages other than wine and beer will be provided to spectators on the Tournament Site other than in the clubhouse, private hospitality areas, or any other enclosed area approved by the TOUR. Organizer will use reasonable efforts to ensure that all beverages are consumed only in permitted areas. IV. THE TOURNAMENT. 1. Tournament Conduct A. TOUR Operations Manual. Organizer shall conduct the Tournament in accordance with the TOUR procedures, guidelines, and regulations set forth in the Operations Manual, comment [GG9]: Defined term is Opt, awns Manual " B Tournament Rules. The Tournament and Pro -Am shall be conducted in conformance with and be subject to the USGA "Rules of Goff' (except as modified by the Operations Manual, local rules, or additional policies and /or procedures promulgated by the TOUR). C. Final Authority. The TOUR shall have final authority in any questions or disputes involving the conduct of play or the Players in the Tournament consistent with the terms and conditions of this Agreement. D. Player Field. The field size for the Tournament shall be up to one hundred fifty (150) players (such number during each year to be determined solely by the TOUR). The TOUR shall provide the Players for the Tournament. E. Player High Score Withdrawal. Organizer acknowledges that, following completion of the first 18 holes of the Tournament, any Player whose score is 87 or higher shall be withdrawn from the Tournament. 021512.Biackthom.FGTAToumament DRAFT(2)KBPCS comments 4 F. Player Practice Rules. Organizer acknowledges that all Players shall be subject to advance practice rules set forth in the Operations Manual. G. Playoffs. In the event of a tie for first place in the Tournament following completion of regulation play, the winner shall be determined by a "sudden death playoff," which shall commence immediately following the final putt in the last regulation round of the Tournament. The TOUR shall, in consultation with Organizer, designate certain holes for playoff competition. H. Tournament Scorecards. All completed scorecards for each round of the Tournament shall be the property of the TOUR. 2. Tournament Officials. The TOUR will make available at least three (3) TOUR Tournament Officials to officiate the Tournament play. At Organizer's expense, the TOUR Tournament Officials may make advance visits to the Tournament Site, if deemed necessary or appropriate by the TOUR. 3. Photograph Prohibition. Organizer will not allow any spectator photographic devices at the Tournament Site during the Tournament. 4. Tournament Player Access Credentials. Organizer shall provide each TOUR Tournament Player with four (4) Tournament Week -long credentials to the Tournament. 5 Promotion of Tournament and Related Activities. A. Tournament Promotion. Organizer shall, at its sole expense, be responsible for and cooperate and operate in good faith with the TOUR with respect to the development of reasonable sales, marketing and promotional plans for the Tournament. B. Promotional Materials. The TOUR will assist Organizer in promoting the Tournament by providing TOUR promotional materials, such as head and action shots of TOUR Players, a public service announcement (if available), and TOUR logo sheets and logo stickers. Player photographs may not be utilized in a manner that implies an endorsement of a product or service unless such use is subject to a separate written agreement with such player or players. The promotional materials provided by the TOUR shall only be used to promote the Tournament, provided, that, any and all use of the TOUR Marks shall be subject to the provisions of Section VIII, and, provided, further, that Organizer shall reimburse the TOUR for any out -of- pocket expenses incurred in customizing any such items for the Tournament. C. Organizer Submission of Promotional Materials to TOUR. Following its production of promotional materials, Organizer agrees, at its sole expense, to deliver two (2) copies of all sales and marketing brochures/materials and two (2) copies (in DVD or Beta format) of any public service announcement, promotional video, and sales /marketing tape created by Organizer or any of its agents in connection with the Tournament. D. Sales Responsibilities: Tickets. Except as set forth in Section IV(5)(E)(i) below, Organizer assumes sole responsibility and liability for Tournament ticket sales, Pro -Am sponsorship sales, Tournament hospitality, concessions and production of any Tournament print programs, the revenues from which shall be the property of Organizer. Organizer agrees to abide by the TOUR's policy of admitting children under the age of sixteen (16) to the Tournament without charge when accompanied by a paying adult. The following language (or similar language approved in writing by the TOUR) shall be printed on the back of (or otherwise accompany) all credentials issued by the Tournament for admission: The holder hereof (1) assumes all risk incidental to the game of golf and holder's attendance at the toumament and related activities, from known, unknown, obvious and hidden conditions, including being struck by misdirected golf balls and falls on the course 021512. Blackthom .FGTAToumamenl.DRAFT(2)K &PCS comments 5 Comment (GG10]: Is this e, en feasible In the age of smart phone WMLIM and surrounding areas and actions of 3rd parties, and releases FGTA, LLC d/bla Symetra Tour and its affiliates, tournaments and their host sites, sponsors, host organizations, players, volunteers and all agents thereof from all liability resulting from attendance at the tournament, (2) grants permission to FGTA, LLC to utilize the holder's likeness incidental to any promotion of FGTA, LLC in any form of media, now known or hereafter developed, (3) agrees not to transmit or facilitate transmission of any description, picture or reproduction of any FGTA, LLC event, including scoring - related data, without the written permission of FGTA, LLC, (4) consents to the reasonable inspection of person and property for security purposes, (5) agrees not to seek autographs of players during Tournament rounds and (6) agrees to abide by ap policies established by FGTA, LLC and the event and refrain from use of fouUabusive language or obscene gestures, or otherwise engage in inappropriate, disruptive, or illegal behavior, and that any violation related thereto may be cause for revocation of ticket and removal from the event. Prohibited items include cameras (allowed before competition days only), coolers and firearms. E. Sponsor Benefit Fulfillment. Organizer shall be responsible for organizing and ensuring the fulfillment of all sponsor benefits deliverable in connection with the Tournament during the Term, including delivery of Title Sponsor benefits attached hereto as Exhibit "C ", as if it had contracted directly with the Title Sponsor for the delivery thereof. Furthermore, Organizer acknowledges and agrees that failure to deliver such sponsor benefits shall be considered a material breach hereof. Organizer further understands that any such failure will cause serious harm to the TOUR. Additionally, Organizer agrees to indemnify and defend TOUR against any and all claims made by Title Sponsor arising from Organizer's performance or non - performance in connection with its delivery of such benefits to Title Sponsor. i. Budget For Sponsor Fulfillment. In delivering the Title Sponsor benefits, Organizer agrees that it will comply with the fixed expense budget set forth in Exhibit "F ". Organizer shall be responsible for paying any and all expenses above and beyond those allocated in Exhibit "F ". The Tournament Budget may be updated by mutual written agreement of the parties from time to time during the Term. ii. Title Sponsor's Exclusivity. Notwithstanding anything to the contrary herein, Organizer shall (a) not sell a title sponsorship to any third party; (b) not sell any Tournament asset to any third party who conducts business in the resort, gaming and /or casino categories (acknowledging that Title Sponsor shall be the exclusive and only supporter of the Tournament in such categories); and (c) not sell a presenting or other naming rights sponsorship of the Tournament without first obtaining the TOUR's prior written approval; (d) not sell to any third party any of the assets listed in Exhibit "C "; and (e) not sell any assets related to the Wednesday of Tournament Week pro -am (which shall be exclusively for Title Sponsor), Tournament junior clinic, and /or the Tuesday of Tournament Week reception. Additionally, Organizer agrees that if shall not sell any Tournament asset greater than Five Thousand Dollars ($5,000) in the financial services or life insurance categories. The financial services category shall mean any companies or corporations associated with the financial sector (i.e., banks, investment firms. insurance companies, etc.). Organizer shall be permitted, however, to sell Tournament assets to credit card companies and /or credit card divisions of multi -line financial services companies. F. Tournament Merchandise. Unless the TOUR does not have a licensee in a particular category, Organizer shall make commercially reasonable efforts to obtain goods and merchandise displaying the TOUR Marks from official TOUR licensees. Organizer may not display the TOUR Marks on the packaging of, or affix the TOUR Marks to, goods or merchandise of any kind (including without limitation merchandise provided to Tournament Pro -Am participants, volunteers, officials and staff), regardless of whether such goods and merchandise are sold or given away, without the prior written approval of the TOUR. The use or incorporation of the TOUR Marks in connection or conjunction with the Tournament Logo shall be subject to the prior written approval of the TOUR, which approval shall not be unreasonably withheld. At the request of the TOUR, Organizer shall allow TOUR branded merchandise to be sold at the Tournament at such locations as the Parties may reasonably 021512.Blackthom.FGTAToumamenl DRAFT(2)K &PCS comments 6 deem appropriate. Organizer agrees to make reasonable efforts to prevent and/or stop any unauthorized use of the TOUR Marks on Tournament Site. G. Organizer Grant of Rights. Organizer hereby grants to the TOUR, and its designees, the right to use the name and pictures of the Tournament Site , the names, likenesses of all Organizer and Manager personnel, , and the names, trade names, trademarks and logos of Organizer, Tournament, and Tournament Site, in various mediums such as, without limitation, Internet, radio, and television for the purpose of publicizing and promoting the Tournament. H. Fan Initiative Support. Organizer acknowledges that the TOUR may, from time to time, develop and implement initiatives or programs including girls' golf development programs, cross - cultural initiatives and fan enhancement programs. Organizer agrees to cooperate with the TOUR in the development of such initiatives or programs as have been approved for Organizer's participation by Organizer and make Tournament Site space available as necessary to support such approved initiatives and programs, subject in each case to Organizer's available resources. I. Player Names and Likenesses. Organizer shall make reasonable efforts to confirm participation of players in the Tournament prior to using her name and /or likeness in promotional materials Upon confirmation, Organizer may use the names and likenesses of Players reasonably expected to appear in the Tournament for the purpose of promoting the Tournament, but such names and likenesses shall not be used for any other purpose without the express prior written approval of the TOUR. J. Si na e. Organizer shall have the right to place commercial and other signage on or adjacent to the Tournament Site; provided, that the TOUR reserves the right to approve all such signage (including banners) in order to insure that the TOUR tournament brand is consistently presented nationwide in a manner that is attractive to spectators, sponsors and other TOUR constituents; and, rop vided further, that the TOUR shall not unreasonably withhold such approval. 6. Tournament and Related Activities Appearance Fees. No Player or anyone acting on a Player's behalf shall solicit or accept excessive expenses or other money (other than standard prize money) or excessive non -cash compensation for the Player's participation in the Tournament or the Pro-Am, except as may be authorized by the TOUR in writing. Organizer shall not offer an appearance fee to any Player and shall immediately report to the TOUR any appearance fee or other compensation offer or solicitation received by a Player or anyone allegedly acting on behalf of the Player. 7 Authority To Cancel Tournament. The TOUR shall have the sole authority to determine whether the Tournament Site is playable, as well as sole authority to determine whether to suspend, extend or cancel Tournament play. Organizer and the TOUR will make commercially reasonable efforts to complete the Tournament, but both Parties understand that the occurrence of a Force Majeure Event may cause cancellation of play. If the Tournament cannot be completed by the Monday following the Tournament Week, the TOUR may designate the Tournament as completed if Players have completed at least eighteen (18) holes of regulation play. 8. Volunteers. Organizer shall provide volunteers to staff a minimum of 350 volunteer shifts (each shift is a minimum of five (5) hours) required in connection with Tournament operation, unless otherwise agreed by the TOUR in writing. Organizer will, in accordance with the volunteer section of the Operations Manual , attached hereto as Exhibit "D ", recruit, coordinate, and supervise all volunteers necessary for a professional, first -class golf tournament. Additionally, Organizer will, at its expense, provide (a) all volunteers with uniforms (collared shirt with Tournament logo on the left chest area and volunteer sponsor logo, if requested by Title Sponsor, at a location mutually agreed by the TOUR and Title Sponsor), and (b) meals (breakfast and lunch during each day of the Tournament Week). Organizer may charge a reasonable and standard fee to Tournament volunteers obtained by Organizer. Additionally, as required in the Operations Manual, Organizer must obtain a signed volunteer form and "Volunteer Disclosure, Waiver and Release statement" from each volunteer. If Organizer fails to collect such form from any volunteer, Organizer shall indemnify TOUR and hold it harmless from any claims 021512.Blackthom.FGTAToumament DRAFT(2)K &PCS comments 7 arising from such failure(s). Upon request from the TOUR, Organizer will provide the TOUR with Tournament volunteer names and contact information. 9. Housing. Organizer shall, at no cost to the TOUR, arrange private host housing for at least eighty (80) FUTURES Tournament players in accordance with the housing section of the Operations Manual, attached hereto as "Exhibit "E ". V. THE PRO -AM 1. Players. The TOUR shall provide Players for the Pro -Am and, 0 Organizer arranges a Meet the Pros party and/or reception or lunch in connection with such Pro -Am, the TOUR will make reasonable efforts to provide a reasonable number of Players to attend such party; provided, that such party is held at a location and time that is convenient for Players. 2. Field Size. The maximum size of each Pro -Am field shall be thirty (30) teams per Pro -Am. Each Pro -Am team shall consist of five participants, with at least one (1) TOUR Tournament Player in each group. Each Pro -Am shall be played in an 18 -hole "scramble" format, unless otherwise authorized in writing by the TOUR. Each TOUR Player participating in a Pro -Am shall be selected in accordance with the Operations Manual. 3. Prize Benefits. Organizer shall, at its sole expense, pay or provide for any and all prize money, gifts, awards, or other benefits that will be distributed to TOUR Tournament Players and Pro -Am amateur participants in connection with each Thursday of Tournament Week Pro -Am arranged by Organizer. Golf Carts. Organizer shall provide two (2) golf carts per Pro -Am team. 5. Driving Range Privileges. Organizer shall, at its sole expense, provide all Pro -Am participants with complimentary driving range privileges during each participant's applicable Pro -Am day, at no cost to the TOUR. 6. Timing. Unless otherwise agreed to in writing by the TOUR, the Pro -Am shall be held on the two (2) days Immediately preceding the first round of the Tournament (i.e., Wednesday, Thursday). Meet The Pros Party Organizer may, at its sole option, organize an informal Pro -Am party comment [GG12]: Shouldn t this be mcorporatc trdo % 1 abo.e' 8 TOUR Pro -Am Spots. Organizer shall provide the TOUR with eight (8) amateur spots per Pro -Am, at no cost to the TOUR and with all gifts and amenities included (for avoidance of doubt, such spots shall be in addition to the number of Pro-Am spots permitted under Section V -2 above). The TOUR shall provide Organizer with a list of participants who will use such Pro -Am spots at least fourteen (14) days prior to the applicable Pro -Am date. If Organizer does not receive the list or receives an incomplete list by said deadline, such spots with respect to which the TOUR has not filled shall revert to Organizer, who may thereafter sell or use such spots at will. If the TOUR becomes aware, at any time during the fourteen (14) day period prior to the Pro -Am, that any of its designated participants will not be able to attend, the TOUR will notify Organizer and identity substitute participants, if any, as soon as possible. If the TOUR is unable to or chooses not to substitute any participant, it shall release control of such spots to Organizer, who may thereafter sell or use the spots at will. 10. Spike limitation. All amateur Pro -Am participants shall wear non -metal spikes. VI. TOURNAMENT FINANCES. 1. Tournament Purse and Payment. The TOUR shall (a) be responsible for paying the Tournament Purse and (b) be solely responsible for making the appropriate prize money distributions to Players to the Tournament comment [GGiz]: He.. are (a) and . (bi diffetcnl' 021512. Blackthom .FGTAToumament.DRAFT(2)K &PCS comments 8 2. Operational Expenses. Except for the Tournament Purse, Site Fee, and expenses set forth in Section IV(5)(E)(i)(see Exhibit "F "), Organizer shall be responsible for all expenses associated with the operation of the Tournament, including, without limitation, all catering, food and beverage costs in relation to the Thursday pro -am and all other Tournament events, security and maintenance of insurance obligations set forth in Section VII, and all other costs and liabilities associated with the operation of the Tournament and Organizer's obligations herein. 3. Permits, Licenses and Taxes. In connection with each applicable Tournament, Organizer shall, at no cost to the TOUR, be responsible for obtaining (or causing to be obtained) any and all necessary federal, state and /or municipal permits, and paying any and all necessary federal, state and municipal taxes. 4. Hotel Accommodations. During each applicable year of the Term, Organizer shall make all necessary arrangements for and provide, at no cost to the TOUR, seventy -seven (77) room nights at a highly rated facility rated three (3) diamonds or higher by the American Automotive Association, and subject to the prior written approval of the TOUR, which approval shall not be unreasonably withheld. The TOUR will make reasonable efforts to notify Organizer of the hotel room count and dates (subject to change at the TOUR's reasonable discretion, provided that the TOUR shall be responsible for any cancellation fee due as a result of such change) in writing at least 14 days prior to the commencement of the Tournament. The rooms shall be made available to the TOUR on the Sunday prior to Tournament Week. in the event that a Force Majeure Event extends Tournament play beyond the Sunday of Tournament Week, Organizer agrees to make necessary arrangements for and provide, at no cost to the TOUR, a reasonable number of hotel rooms, as requested by the TOUR, at the same facility provided for during Tournament Week. VII. INSURANCE, LIABILITY, AND INDEMNIFICATION. 1. Organizer Insurance Coverage. At its own expense, Organizer shall obtain and maintain the following insurance policies with an insurance company or companies whose A.M Best rating is A -VIII or better during the Term: A. Commercial general liability insurance, with a limit of no less than One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) in the aggregate, written on a per occurrence basis, covering bodily injury, property damage or personal injury to or death from the operations of the Tournament Site, including the Tournament, Pro -Am, and any golf clinic exhibitions, special events, contests and practice days; B. Commercial auto liability insurance (including non owned and hired automobiles), in minimum amounts of One Million Dollars ($1,000,000) for each occurrence, and Two Million Dollars ($2,000,000) in the aggregate, written on an occurrence basis; C Liquor liability insurance with a limit no less than One Million Dollars ($1,000,000.00); and D. Umbrella or excess liability insurance with limits no less than Two Million Dollars ($2,000,000.00) per occurrence. The above described insurance policies shall not exclude claims from Tournament or Pro -Am Players or caddies, or claims resulting from the service or sale of alcoholic beverages. Additionally, Organizer's commercial general liability, commercial auto liability, and umbrella or excess liability insurance policies shall name the TOUR Indemnified Parties as additional insureds. Organizer shall furnish the TOUR with a certificate of insurance and a copy of the additional insured endorsement evidencing the required coverage within fourteen (14) days after the execution of this Agreement (and no later than 90 days before each subsequent Tournament, to the extent renewed pursuant to this Agreement)f. Any insurance premium or deductible shall be Organizer's responsibility. The insurance requirements herein are not intended to and shall not in any way limit or qualify the liabilities or obligations assumed by Organizer under this Agreement. 021512. 6Iackthom .FGTAToumament.DRAFT(2)KBPCS comments 9 All insurance maintained by Organizer shall be primary and non - contributory with respect to any insurance, if any, maintained by TOUR. 2. Limitation of TOUR Liability. Organizer agrees that, in performing its obligations hereunder, it shall not incur or purport to incur any obligation or liability on behalf of the TOUR or the TOUR Indemnified Parties. 3. Indemnification. A. Organizer Indemnification. Organizer shall indemnify, defend and hold the TOUR Indemnified Parties harmless from and against any and all suits, claims, demands, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from any claim, action or proceeding brought by any third party against any of the TOUR Indemnified Parties resulting from: i. Breach. The material breach, or alleged breach, by Organizer of its obligations, representations or warranties herein; ii. Property Damage, Injury or Death. Personal injury, property damage, or death occurring at the Tournament Site or caused by Organizer in the course of its exercise of its rights and obligations under this Agreement, except for those claims arising solely due to the gross negligence or willful misconduct of the TOUR; and /or iii. Unauthorized Use of Intellectual Propert y. Any unauthorized use by Organizer, and /or its employees, agents and licensees of any individual right of publicity, trademark, service mark, or copyright pursuant to this Agreement B. TOUR Indemnification. The TOUR shall indemnify, defend and hold Organizer Indemnified Parties harmless from and against any and all suits, claims, demands, liabilities, costs and expenses (including reasonable attorneys' fees) resulting from any claim, action or proceeding brought by any third party against any of the Organizer Indemnified Parties resulting from: i. Breach. The material breach, or alleged breach, by the TOUR of its obligations or representations or warranties herein; and /or ii. Property Damage, Injury or Death. Personal injury, property damage, or death caused by the TOUR in the course of its exercise of rights and obligations under this Agreement, except for those claims arising solely due to the gross negligence or willful misconduct of Organizer VIII. INTELLECTUAL PROPERTY 1. Tournament Logo. The Tournament Logo shall be solely owned by the TOUR. Organizer hereby agrees to assign, transfer, set over and convey irrevocably and exclusively to the TOUR any rights, title and interest in and to the Tournament Logo which the Organizer has, believes it has, or may claim to have in the future, including, but not limited to, all intellectual property rights therein. In addition to, and not in limitation of, the foregoing, Organizer shall not at any time acquire or claim any right, title or interest of any nature whatsoever in any property of the TOUR by virtue of this Agreement or the TOUR's ownership of the Tournament Logo. Neither Party will do or cause to be done any act or thing contesting or in any way impairing or tending to impair the right, title and interest of the other Party in and to its respective name, marks and designations, or any copyright, trademark or service mark pertaining thereto, nor will it attack the validity of the rights or licenses granted hereunder. Organizer will not adopt or use any trademark or logo which is likely to be similar to or confusing with the TOUR's name, logo, marks or designations, or any copyright, trademark, or service mark pertaining thereto. Organizer agrees to execute any document reasonably requested by the TOUR to effectuate the TOUR's rights in the Tournament Logo, within ten (10) business days of such request, without additional consideration. 2. TOUR Intellectual Property. 021512. Blackthom .FGTAToumament.DRAFT(2)K &PCS comments 10 A. TOUR Brand Graphics Guidelines. Organizer shall conduct the Tournament and communicate the TOUR brand in accordance with the provisions of the TOUR Brand Graphics Guidelines, including the TOUR logo standards and guidelines. Comment [GG13]: Hare then been pro, Oed to T tin B. TOUR Official Event Logo. Organizer is hereby granted a limited license to use the TOUR Official Event Logo as follows: Tournament entrance, 18th green set -up, banners, Tournament Site signage, scoreboards, programs, pairing sheets, tickets, credentials, brochures (for tickets and sponsorship), caddie bibs, roadway /directions /parking /entry-exit signs, Tournament stationary, print and electronic promotions, posters (for promotional use only), and the Tournament website; provided, however, that if Organizer does not believe it is appropriate to use the TOUR Official Event Logo on any of the preceding materials, it shall promptly notify the TOUR and submit a reasonable written explanation; thereafter, the TOUR shall give good faith consideration to Organizer's request and make a prompt decision within its commercially reasonable discretion. Furthermore, Organizer shall make reasonable efforts to use the TOUR Official Event Logo in all other areas where the Organizer uses the Tournament Logo. Organizer acknowledges and agrees that its use of the TOUR Marks hereunder shall be limited to use of the TOUR "Official Event" logo, and that use of any other TOUR Marks shall be subject to the prior written consent of the TOUR. C. Ownership. The TOUR owns all right, title and interest in and to the TOUR Marks and any registrations thereof, and use of the TOUR Marks shall inure to the benefit of the TOUR. Organizer shall not acquire any right, title or interest of any nature whatsoever, except as expressly set forth herein, in or to the TOUR Marks by virtue of this Agreement or Organizer's use of the TOUR Marks. Any right, title or interest in or relating to the TOUR Marks which comes into existence as a result of, or during the exercise by the Organizer of, any right granted to it hereunder shall immediately and automatically vest in the TOUR. D. Ownership Symbols. All uses of the TOUR Marks by the Organizer shall include any ownership symbols leq lly required or useful for enforcement of copyright, trademark or service marks, such as "© ", "V, "T"' ", or The TOUR shall have the right to revise such symbol requirements and to require such other notices as shall be reasonably necessary to protect the rights and interests of the TOUR Marks. E. Protection of Marks. The TOUR may commence or prosecute any claims resulting from infringement or imitation of the TOUR Marks in its own name or in Organizer's name or join Organizer as a party thereto at no cost to Organizer. Organizer shall not institute any suit or take any action on account of infringement or imitation of the TOUR Marks without the prior written consent of the TOUR. F. Goodwill. Organizer recognizes the value of the publicity and goodwill associated with the TOUR Marks and acknowledges that: (i) such goodwill belongs exclusively to the TOUR; (ii) no property or other right, except as expressly provided in this Agreement, will vest in Organizer as a result of this Agreement or Organizer's use of the TOUR Marks hereunder; and (iii) the TOUR marks have acquired a secondary meaning in the mind of the public. G No impairment. Organizer will not do or cause to be done any act or thing contesting or in any way impairing or tending to impair the right, title and interest of the TOUR in and to the TOUR Marks. H. Proper Usage. Organizer will not use the TOUR Marks in any manner other than as permitted hereunder, nor will it at any time, without the prior written consent of the TOUR, adopt or use any word, phrase or mark which is likely to be similar to or confusing with the TOUR Marks. I. Corporate Image. Organizer will not harm, misuse or bring into disrepute the TOUR Marks. 021512 Blackthom .FGTAToumament.DRAFT(2)KBPCS comments 11 J. Quality of Service. Organizer will only associate the TOUR Marks with products, services or activities meeting the highest standards of quality satisfactory to the TOUR in its reasonable discretion, and K. Prohibition of Sublicense. Organizer will not enter into any sublicense or agency agreement for the use of the TOUR Marks, 3. Scoring System. The TOUR scoring system and information generated therefrom will be owned, operated, and managed by the TOUR or its agents. Organizer acknowledges that the TOUR shall have the sole and exclusive right to license, distribute, display, use, and otherwise exploit any information generated from the scoring system and that no such rights are conferred or created on behalf of Organizer hereunder. IX. OWNERSHIP OF MEDIA RIGHTS. All media rights, including without limitation: (A) rights for live or delayed broadcast, film, tape or photography, whether transmitted via television, radio, motion picture, digital signal, film production, videotape production, computer network, Internet, IPTV, wireless distribution, mobile communications device, print or any other medium or method of distribution, including, without limitation, free over- the -air broadcast, cablecast, satellite, broadband, wireless, pay television, subscription television and on- demand platforms (whether now in existence or hereafter developed, and including, without limitation, interactive applications that permit a viewer/listener /user to interact with or manipulate the presentation, or access other relevant information, during or after the presentation in any language, as well as video games); (B) statistical and scoring information in any medium; and (C) all other ancillary rights in the Tournament, including any such rights of each Player, are the sole and exclusive property of and expressly reserved by the TOUR. In that respect, the TOUR shall have the sole and exclusive right to grant such media rights as to events occurring at the Tournament Site and surrounding areas during Tournament Week to third parties. All right, title and interest in and to any broadcast, production or exhibition of the Tournament, and in copyrights and other intellectual property rights derived from such broadcast, production or exhibition, whether arranged by the TOUR, Organizer or any third party, shall be the sole and exclusive property of and are expressly reserved by the TOUR in perpetuity. Organizer agrees to take all lawful and commercially reasonable steps necessary or convenient to prevent any third person from engaging in any activity which would violate the terms of this Section IX Organizer agrees to cooperate with any entities to which the TOUR has granted or may grant such rights and to provide adequate access to the Tournament Site to such entities. Additionally, the TOUR shall retain all rights to broadcast the Tournament outside the United States. The TOUR may, at its option, grant certain media rights to Organizer, but any such rights shall be granted in a separate, written agreement. X. PUBLIC RELATIONS. 1 TOUR Communications Staff. The TOUR will make available at least one (1) TOUR communications staff member to assist Organizer in its public relations efforts. 2. News Releases. All news releases to be issued with respect to the Tournament shall be submitted to the TOUR Communications Manager for advance review and approval; provided, that, such approval shall not be unreasonably withheld. XI. TERMINATION The following provisions shall govern termination of this Agreement: 1. Rights Upon Default. The occurrence of any one or more of the following events shall constitute a default ( "Default') under the Agreement. A. Breach. If either Party shall fail to perform or commits a material breach of any provision of this Agreement, including representations, warranties, and /or its duties or obligations specified hereunder; B. Nonpayment. If either Party fails to make any payments due hereunder on the date due, 021512.Biackthom FGTAToumament.0RAFT(2)K &PCS comments 12 C. Bankruptcy. If either Party is unable to pay its debts when due, or makes any assignment for the benefit of creditors or an arrangement pursuant to any bankruptcy law, or files or has filed against it any petition under the bankruptcy or insolvency laws of any jurisdiction, or shall have or suffer a receiver or trustee to be appointed for its business or property, or be adjudicated as bankrupt or an insolvent, and /or D. Cessation of Business. If either Party shall discontinue its business as it is now conducted. 2. Right of Termination. If a defaulting Party has failed to cure any Default within thirty (30) days of receipt of written notice from the other Party specifying such Default, the non - defaulting Party shall, in addition to all other rights and remedies available to it at law or equity, have the right to terminate this Agreement. XII. MISCELLANEOUS. 1. Compliance With Laws. Organizer shall ascertain the existence and applicability of, and comply with any other applicable federal, state and municipal laws and regulations, including without limitation the Americans with Disabilities Act (ADA), its amendments, and any applicable state and /or local disability law. 2. Post Tournament Review. Within a reasonable time after the completion of each Tournament during the Term, Organizer will submit the following information to the TOUR: A. Charitable Beneficiaries. A list of the Tournament charitable beneficiaries, as well as the amount of money contributed to any charitable or educational entity as a result of the Tournament; and B. Spectators. The total number of spectators that attended the Tournament. 3. Tournament Market Research. Organizer acknowledges and agrees that the TOUR will have the right to conduct market research at or in connection with the Tournament as it may reasonably elect; provided, that, the TOUR shall notify Organizer with reasonable advance notification of its intent to conduct such research at Tournament Site and will provide Organizer with the results of any such research directly related to the Tournament. 4. Governing Law. The validity of this Agreement and the interpretation of any of its terms or provisions, as well as the rights and duties of the Parties herein, shall be governed by the laws of the State of Florida. 5. Dispute Resolution. In the event of a dispute or controversy arising out of or relating to this Agreement, including the termination provision hereof, the Parties hereby agree to mediate said dispute or controversy in Florida according to the rules of the American Arbitration Association ( "AAA ") then in force If any such controversy or claim cannot be resolved by mediation, said controversy or claim shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the AAA. The arbitration proceeding shall be conducted by one (1) arbitrator (preferably a retired judge) as mutually selected by the Parties or, if the Parties are unable to agree, as selected by the AAA. Discovery, if any, shall be limited to matters and documents that have a direct bearing on the subject matter of this Agreement and the claim or controversy and in no event shall either Party be obligated to expend out -of- pocket an amount exceeding Five Thousand Dollars ($5,000) in the aggregate to comply with discovery requests hereunder. A judgment upon the award rendered by the arbitrators shall be final and non - appealable, and may be entered in any court having jurisdiction thereof. The arbitration shall be held in Daytona Beach, Volusia County, Florida, or such other location as the Parties may mutually agree. This provision shall not be interpreted to prevent either Party from seeking injunctive relief. 021512 Blackihom .FGTAToumament.DRAFT(2)K &PCS comments 13 6. Assistance With Claims. In the event that any claim, demand, suit or other legal proceeding arising out of any matter relating to this Agreement or the Tournament is made or instituted by any person against the TOUR, Organizer shall, at no cost to Organizer, reasonably cooperate with the TOUR and its legal representatives in the investigation and defense of any such claim or action, and shall provide the TOUR with all information and reasonable assistance in its defense or other disposition provided that the TOUR shall reimburse Organizer for any out -of- pocket costs reasonably incurred in connection therewith. 7. Relationship of the Parties. Nothing contained in this Agreement shall be construed to place the TOUR and Organizer in an agency, partnership or joint venture relationship. Neither Party shall have the right to obligate or bind the other Party in any manner whatsoever, and nothing herein contained shall give, or is intended to give, any rights of any kind to any third persons 8. No Assignment. Neither this Agreement nor any of the rights granted hereunder shall be assigned by Organizer without the prior written consent of the TOUR. 9. No Waiver. The failure of either Party at any time or times to insist upon strict performance by the other of the terms, covenants or conditions of this Agreement shall not be construed as a continuing waiver or relinquishment thereof and either may at any time demand strict and complete performance by the other of any of the provisions hereof. 10. Confidential Information. Each Party agrees that the terms of this Agreement (excluding the Tournament Purse amount). Player information and records, and operational requirements set forth in the Operations Manual are confidential and shall not be disclosed to any third party without the prior written authorization of the other, unless required by law (including any open public records law applicable to Organizer or any of its departments or employees), court or administrative agency order, subpoena or similar legal process or arbitration ruling (issued in a dispute between the Parties only). 11. Notices. All notices and other communications required to be given under this Agreement shall be in writing and addressed as follows, unless otherwise designated by either Party via written notice: If to Organizer: City Controller City of South Bend 1200 County -City Building South Bend, Indiana 46601 Email: With a copy to: Blackthorn Golf Club 6100 Nimtz Parkway South Bend, Indiana 46628 Attention: General Manager Telephone: (574) 232-4653 Email: tfirestone @kitsonpartners com If to TOUR: FGTA, LLC d/b /a Symetra Tour 100 International Golf Drive Daytona Beach, FL 32124 Attention: Chief Executive Officer E -mail: Zayra,Calderon @lpga.com With a copy to: Ladies Professional Golf Association 100 International Golf Drive Daytona Beach, FL 32124 Attention: General Counsel Telephone: 386-274-6200 021512.BIackthom FGTAToumament.DRAFT(2)K &PCS comments 14 Email: zandria.conyers. @Ipga.com 12. Exhibits. All Exhibits attached to this Agreement are made a part hereof and incorporated herein by reference. 13. Survival of Terms. If any provision or term of this Agreement is found by any arbitrator or court of competent jurisdiction to be invalid or unenforceable, it may be severed from the balance of the Agreement, and the remaining terms and provisions herein shall remain in full force and effect, as if such invalid term or provision had never been made a part hereof. The Parties' rights and obligations under Sections IV(7), VI, VII, VIII, IX, XI, XII(2), XII(4), XII(5), XII(6), XII(7), XII(8), XII(9), XII(10), XII(11), and XII(14), and any other provisions of this Agreement which may reasonably be interpreted or construed as surviving the termination hereof, shall survive the termination or expiration of this Agreement. 14. Section Headings. The descriptive headings and subheadings of the sections hereof are inserted for convenience only and shall not dictate the interpretation of the terms of this Agreement. 15. Full Execution. This document, when signed by Organizer, shall not be a binding agreement unless and until accepted by signature of a duly authorized TOUR signatory. The foregoing shall also apply to any documents relating to renewals or modifications hereof. By signing this Agreement on behalf of the TOUR, the undersigned represents that he /she has been duly authorized by the TOUR to do so. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date written below FGTA, LLC d /b /a LPGA Futures Tour CITY OF SOUTH BEND, DJB /A BLACKTHORN GOLF CLUB By Name: Title: 021512 Blackthom.FGTATournament DRAFT(2)KBPCS comments 15 By Name: Title. EXHIBIT "A" TOUR OFFICIAL EVENT LOGO ;:x SYM E TRA TOUR I-P A. S Y M EMT R A TOUR PGA. END OF EXHIBIT "A" 021512. Blackthom .FGTAToumament.DRAFT(2)KBPCS comments 16 EXHIBIT "B" TOURNAMENTLOGO Mi NMI , P,t END OF EXHIBIT "B" 021512. Blackthom .FGTAToumament.DRAFT(2)KBPCS comments 17 EXHIBIT "C" TITLE SPONSOR BENEFITS' A. Title Sponsor Tournament Benefits. As set forth in Article IV, Section 5(E) of the Agreement. Organizer agrees to acknowledge the rights granted by the TOUR to Title Sponsor hereunder and to deliver the following benefits to Title Sponsor, in accordance with the budget attached as Exhibit "F", as set forth below or as otherwise reasonably requested by TOUR during the Term: 1. Tournament Logo and Name Recognition. Placement of the Tournament Logo and /or name as follows: a. Title Sponsor Branded Trophy. Prominent placement of Title Sponsor's name and logo on the Tournament winner's trophy to be presented to the Tournament champion. The trophy design will be discussed between and mutually agreed to by Organizer, the TOUR and Title Sponsor. Tee Signs. On eighteen (18) tee signs on the Tournament Site. C. On- Course Signage. Prominent placement on various Tournament signs, such as directionattlocation signs and entrance /exit signs, during Tournament Week at locations on the Tournament Site property determined by the TOUR and Organizer; d. Tournament Volunteer 8 Pro-Am Apparel On all Tournament volunteer and pro - am hats and shirts, as applicable; e Main Scoreboard /Leader Board. On the main scoreboard and leader board located on the Tournament Site. g. Toumament Print Materials. On Tournament print materials such as the Tournament letterhead and electronic newsletter, press releases, special event invitations taking place related to the Tournament during Tournament Week, mass media, and public relations materials, marketing, brochures and posters: h. Promotional Banners. Placement of up to ten (10) Title Sponsor logo'd promotional banners throughout Tournament Site The placement of such signage shall be at locations on Tournament Site solely determined by TOUR and Organizer; and Tournament Logo In the official Tournament Logo. 2. Exposition Booth. One (1) ten foot (10') x ten foot (10') exposition booth (including tent, table and chairs) at a mutually agreed location, available for use by Title Sponsor on Tuesday through Sunday of Tournament Week. Hospitality Benefits. Title Sponsor shall receive the following hospitality benefits: a. Welcome Reception /Pro-Am Pairings Party. Two hundred fifty (250) invitations to the Tournament welcome reception /pro -am pairings party (food and beverage to be included), to be held on the Tuesday of Tournament Week, which shall include the pro -am participants and invited guests; b. Tournament Tickets. A total of one hundred fifty (150) one -day Tournament general admission tickets; 1 Subject to change; deal points currently being negotiated by and between Title Sponsor and Tour. 021512.81ackthom FGTAToumament.DRAFT(2)KBPCS comments 18 C. Tournament Parking Passes. Five (5) reserved parking spaces valid during Tournament Week; and d. VIP Pavilion. Up to fifty (50) tickets per day permitting access to the Title Sponsor VIP hospitality area on Tournament Site, such access to include complimentary food and beverages, 4. Corporate Pro -Am Team Competition Spots. The opportunity to place a total of twenty - eight (28) teams into a Tournament pro -am competition to be held exclusively for Title Sponsor on the Wednesday of Tournament Week. Each pro -am team will include three (3) amateur spots and one (1) professional spot. Title Sponsor will notify TOUR of the names of each participant at least seven (7) days prior to the start of each Tournament Week. 5. Golf Clinic. The opportunity for up to eighteen (18) Title Sponsor VIPs to participate in one (1) separate golf clinic to be held Wednesday of Tournament Week at the Host Club ( "Clinic "). Organizer shall be responsible for developing and conducting the Clinic. The TOUR will assure the personal appearance of a reasonable number of TOUR players, not to exceed six (6) (and, further subject to player availability and selected in the TOUR's sole discretion). 6. Official Trophy Presentation. The opportunity to have Title Sponsor's representative participate in the presentation of the winner's trophy to the Tournament champion; provided, however, that Title Sponsor is responsible for all costs and expenses associated with its representative's attendance and appearance. 7 Junior Golf Clinic. Presenting sponsor naming rights for the Tournament junior golf clinic, including name and logo on all junior clinic promotional materials. Title Sponsor will have the right to place banners in the junior clinic area at the Host Club during the junior clinic. END OF EXHIBIT "C" 021512. Blackthom .FGTAToumament.DRAFT(2)KBPCS comments 19 EXHIBIT "D" VOLUNTEER SECTION OF OPS MANUAL (begins on next page) END OF EXHIBIT "D" 021512. Blackthom .FGTAToumament.DRAFT(2)KBPCS comments 20 EXHIBIT "E" HOUSING SECTION OF OPS MANUAL ]begins on next page] END OF EXHIBIT "E" 021512. Blackthom .FGTATournament.DRAFT(2)K &PCS comments 21 EXHIBIT "Fit ALLOCATED BUDGET FOR TITLE SPONSOR FULFILLMENT llenefits Rcsponsibility Cos[ SiRna ge Golf Course Tour will pay up to $5,000 for casino-only signs l ee S,grs (18) Goll Course ova -hie for sell /tour namenl Ing—in posted On -COwse Signage 6e11 C—e av Rable for selltournumenl logo incorporated T.wna— Volunteer &Pro -Am Apparel Golf Course availank fo eV1ournamentlogoincorpnrated Man Scoreboard /Leader Board. Golf Course available for sell /tournamml lo5o incorporated Tourrurnent P.,M Mater,als Golf Courx available br ulVtournament logo kxarpwa[ed Pr —l-al 8--s Golf kbune available for selVtour-menl logo incorporated Eapusiuon Booth Tour Tour to Provide Wekome Reception /pro -Am Pairings Party lour Tour to Provide Tournament Tirkeb Golf Couse available fur sell /tournament logn worporatcd Tournament Parking Passes Golf Course available krsell /lournamem Ingo fr¢aporated Tour will pay up to $2,000 a day for c0no nickels mcludcs VIP Pmlion Golf Course F &B including alcohol, beer, wine Tour will pay up to560.00 pp / inclusive s ga amateurs up to $30.00 pp/ inclusive a N lour players nlHncluslve high -end F&B package. for that price the club should include all drinks (including alcohol), all snacks on the course, lunch, and dinner. The players won't drink alcohol w that's why we should pay less for them. Corporate Pio -Am (Wrd—day) Golf Course Tour v.It pay up to $30.00 pp All- incl-w high -end F &B package. For that price the club should include all drinks Golf Clinic The opporlunity Ics up to eight— (including alcohol), all snacks on the course, private (1tll Golf(;ourse - -plian with appetiaen Wednesday* Pro -Am gifts & prizes Tour Tour W Provide Tour will pay up to $1,000 (Indudes Fg S. gifts and signagei Junwr Golf Clinic (casino's cIi ic) Goo Course END OF EXHIBIT "F" 021512 BlackthomFGTAToumament .DRAFT(2)K &PCS comments 22