Columbus, Georgia

Arena Football 2



COLUMBUS, GEORGIA



THIS CONTRACT OF RENTAL, made and entered into this 9th day

of December 2003, by and between COLUMBUS, GEORGIA, a Consolidated City-County

Government under the laws of the State of Georgia hereinafter referred to as

?Lessor? or ?the City? and Columbus Professional Football Club, L.L.C., P.O.

Box 1506 Birmingham, Al. 35201 hereinafter referred to as ?Lessee/Owner?.



WITNESSETH:



That for and in consideration of the premises, covenants, herein

contained and for other good and valuable considerations, the parties hereto do

agree as follows:



1.



Lessor agrees to and does hereby rent and lease to the Lessee/Owner the

facility known as Columbus Civic Center for the period beginning 2004 Season

through 2006 Season with a (3) year extension option. The term of this

Agreement is for Professional Indoor Football only. It is expressly agreed

that the Lessee/Owner shall have exclusive rights to operate a professional

indoor football team which shall be a member of Arena Football 2 and that

should the team so operated by Lessee be expelled or otherwise deprived of

playing as a member of Arena Football 2 through disbandment, suspension of

operation by any league or otherwise, this rental contract shall be cancelable

within ninety (90) days by written notice of either party to the other. This

lease or the terms provided herein are non-transferable.



2.



Lessor or Lessee/Owner shall have the right to cancel this Agreement

upon one hundred and eighty (180) days advance written notice to the other

party, but any such cancellation shall not interfere with any regular season or

post-season play.



3.



Lessor shall give Lessee/Owner priority for available booking dates by

October 15th for the upcoming regular season. The Lessor agrees twenty- (20)

premium weekend dates (Fridays or Saturdays) will be provided and reserved up

to January 15th. After January 16th, the Lessor may begin to accept

reservation challenges for premium weekend dates, however, a minimum of twelve

(12) premium weekend dates will be reserved for arena football. The Parties

shall mutually agree on the season home game schedule taking into consideration

the maximization of revenue for both parties, league requirements and other

building activity.



4.



Lessor agrees to provide Lessee/Owner with not more than six (6)

additional booking dates under this agreement. All turf-related events of

Lessee/Owner must be held between April and August (or the last game of the

team?s regular or play-off season) of each year. All arena football related

events sponsored by Lessee/Owner will be under the management of the

Lessee/Owner.

In the interest of a cooperative effort and recognizing the Lessor?s

mandate to provide a variety of entertainment opportunities to the community,

the Lessee/Owner and Lessor agree to work together to ensure reasonable and

prudent resolve to scheduling challenges. Lessee/Owner understands that no set

amount of practice is assured and Owner shall develop its own secondary

practice location. Memorial Stadium will be made available for practice at no

rent when the schedule permits. In the event Memorial Stadium is not

available, another suitable field will be made available, also at no rent.



Rent and Charges



5.



Lessee/Owner shall pay to Lessor a minimum base rent of Three Thousand

Five Hundred Dollars ($3,500.00) per night. In addition to the rental fee, the

Lessee/Owner shall pay the Columbus Civic Center, Two Thousand Dollars

($2,000.00) per game for public safety staff (to include uniformed security,

emergency medical services unit and fire safety staff) and event staff. The

Columbus Civic Center shall pay the Owner, a One Dollar ($1.00) per person

rebate based on actual turnstile count above 3,500 patrons per game. The

turnstile count is taken at the end of the third quarter. Rebates shall be

transferred at settlement. The Lessee/Owner shall at its discretion monitor

the reading on the turnstiles. Should a turnstile failure occur, the ticket

drop count shall be used. No rebate shall be paid for the one exhibition game

for which the Owner shall pay no rent. Adjusted ticket revenue is defined as

gross ticket revenue minus applicable sales tax and any ticket surcharge.

Settlement shall occur within seventy-to (72) hours following an arena football

game or other scheduled event. Transfer of funds from Lessor shall occur on

the next business day providing settlement is prior to 12:00 noon and said

business day is not a bank or city government recognized holiday.



The Lessor waives the right to assess a facility fee for the contract period

which is normally assessed for on going maintenance of the Civic Center.



Lessee/Owner shall pay a ticket surcharge of fifty cents (.50) per ticket to

the Columbus Civic Center, which will not be included as ticket revenue.

Lessee/Owner shall make payment at settlement or within seventy-two (72) hours

of each event. The ticket surcharge paid by Lessee/Owner to Lessor shall not

exceed $1,750 per game.



Lessee/Owner shall not be required to pay ticket surcharge and facility

fee on 400 complimentary tickets. Said 400 tickets shall include sixty-four

(64) tickets per game provided to the Columbus Civic Center for market

development and legislative complimentary tickets.



The Columbus Civic Center shall retain the right to assess a parking

fee. Parking fees shall be collected in the parking lot by the Columbus Civic

Center. The Columbus Civic Center retains one hundred percent (100%) of any

parking charges.



The Columbus Civic Center agrees to provide at no rent or housekeeping

charge all available hospitality areas not otherwise encumbered as auxiliary

activity in conjunction with scheduled game for the Lessee/Owner?s use for

events during arena football games. Lessee/Owner agrees that attendees to such

hospitality events must be through paid tickets.



Ticketing



The Columbus Civic Center retains exclusive rights to contract with a

qualified ticket service or software provider for the purpose of providing

ticketing to events at the Columbus Civic Center.



Concessions, Catering and Merchandising Revenues



The Columbus Civic Center agrees to a 50/50 split of the concessions

revenues with Lessee/Owner. Lessee/Owner shall receive catering revenues at

twelve percent (12%) of adjusted gross as provided for in the Civic Center?s

Food Service agreement with Aramark (or any other Lessor contracted vendor) for

hospitality events booked by the Lessee during Arena football events. The

pass-through of the twelve percent (12%) catering revenue will occur by the

last business day of the month for events occurring prior to the 15th day of

the previous month.



Lessee/Owner shall have sole rights to one hundred percent (100%) of

all arena football merchandise sold. The Columbus Civic Center has final

approval of display and sale areas shall mutually agree. No food or beverage

items may be sold by the Owner.



The Lessee/Owner agrees to adhere to any third party agreements, which

may supercede this agreement such as pouring rights, distribution of food,

beverage.



Expenses



6.



Lessee/Owner agrees to pay all arena football game officials including

referees, scorers, and timekeepers, etc.



7.



Lessee/Owner agrees to pay all stagehand and skilled laborers (to

include sound, special effect and lighting technical, etc.) employed for games

and or by special request of Lessee/Owner.



8.



Lessee/Owner agrees to provide a team physician and medical staff for

all arena football related events at its own expense.





9.



The Columbus Civic Center agrees to pay for the maintenance of arena

football goals, netting, turf maintenance machine, driver and personnel to move

and restore the nets during the games.



Advertising



10.



The Lessee/Owner has rights to sell advertising space in the arena

Civic Center Arena Bowl restricted to turf, dasher pads and 100 level wall

only. Such ad areas are subject to display during arena football events only.

Lessee has rights to sell concourse advertisement in locations approved by

Lessor during the football season and any football play off events.



The Lessee/Owner will also be provided five thousand dollars

($5,000.00) in promotional services per each Arena Football 2 season.



Recognizing that the maintenance of a pleasing appearance is vital to

ensure a favorable overall entertainment experience. The Lessee/Owner and the

Columbus Civic Center shall agree to the content and placement of

advertisements in the Civic Center.



The Lessee/Owner will control the message board during all arena

football games except for twenty (20) minutes-approximately five (5) minutes

per quarter, which shall be provided to the Columbus Civic Center for

advertising and marketing purposes. Broadcast rights will be divided eighty

percent (80%) to the Owner/Lessee and twenty percent (20%) to the Lessor.



11.



Lessee/Owner agrees that special promotional banners may be utilized

during arena football events for single event promotions and that facility

management of the Columbus Civic Center shall consult with Lessee/Owner to

determine the appropriate location and method for hanging such banners.



The Columbus Civic Center reserves the exclusive right to advertising

revenue on single game tickets, Civic Center Internet pages, future closed

circuit-television messaging systems, or other areas outside the arena Civic

Center.



Turf Preparation and Maintenance



12.



The Columbus Civic Center maintains 100% ownership of its capital

investment of $150,000 for indoor football equipment (i.e. turf, dasher board

pads, goal posts, nets and scoreboards). The Columbus Civic Center shall

provide a suitable turf surface, maintenance vehicle and driver for games and

practice sessions for all Lessee/Owner?s football games.



13.

The Columbus Civic Center shall provide Lessee/Owner with four (4)

hours of daily practice time from 6:00pm until 10:00pm when available at no

cost to Owner. Proper climate control will be conducive for practice.



14.



The Columbus Civic Center agrees to make the arena football facility

available to Lessee/Owner at least six (6) hours prior to any professional

arena football games.



Space Rental



15.



The Columbus Civic Center agrees to provide forty (40) reserved parking spaces

for each game night. During non-game nights, the team will be provided five

(5) parking spaces for arena access. The Columbus Civic Center shall provide

on site to the owner, office space and storage space, housekeeping and

utilities (except telephone) during Arena Football 2 season at no rent charge.

No remodeling or alteration will be provided.

16.



To the extent permitted by Georgia law, the Columbus Civic Center

agrees to provide exclusive professional arena football rights to the arena

football franchise of Lessee/Owner.



Pre game Activity



17.



Pre game functions will be provided by the Columbus Civic Center and

Lessee/Owner to include entertainment, photo and autograph functions, food and

beverages sales and games. The Lessor and Lessee/Owner will split food and

beverage 50/50. 100% of the merchandise will go to Lessee/Owner.



18.



By acceptance of this Agreement, Lessee/Owner shall be required to

obtain liability insurance coverage in amounts as outlined in this section for

claims by persons who are customers or employees or Lessee/Owner or contracted

vendors or whose presence on the premises is due to the function or activity

conducted by the Lessee/Owner or vendor. Lessee/Owner agrees to pay for any

damage to the facility and for any damage to or loss of any of the Civic

Center?s property resulting form the occupancy of said facility by Owner or

resulting from the conduct or actions of Lessee/Owner, its agents or employees,

or any persons participating in or attending the event during Lessee/Owner?s

occupancy except for normal wear and tear. Lessee/Owner or contracted vendor

shall not be responsible for claims arising out of occurrences that are

independent of the operations or activities of the Lessee/Owner or vendor or

that would have occurred in spite of the presence of the Lessee/Owner or vendor

at the Columbus Civic Center. Said policy shall contain not less that the

following limits of liability; $2,000,000 for death or bodily injury sustained

by one person in any one occurrence; $2,000,000 for damage to or loss of

property in any one occurrence.

All such insurance shall be effected by valid and enforceable policies

issued by insurers of responsibility approved to do business in Georgia, such

responsibility and the insuring agreements to meet with the reasonable approval

of Lessor. An insurer with a current A.M. Best rating of at least A

(excellent) with a financial size category of at least VIII shall be deemed to

be acceptable. The insurance obligation stated in this Section is independent

of, and shall not be affected by the scope of validity of, any other indemnity

or insurance provisions in other Sections of this Agreement.

Lessee/Owner simultaneously with the acceptance of this lease, deliver

said policy of insurance, or a certified copy thereof, or a certificate of

insurance in this amount to the Lessor. Said policy shall be approved by the

Lessor as to sufficiency.



The foregoing provisions governing the procurement of insurance by

Lessee/Owner or amounts of coverage may be modified in a signed writing by the

parties subsequent to the execution of this Agreement, but such modification

shall be subject to the approval of the Columbus Council.



Indemnification

Lessee/Owner shall indemnify, defend and hold harmless Lessor and its

officers, agents and employee (collectively, the ?Lessor Indemnities from and

against any and all damages, claims, losses, demand, costs, expenses (including

attorney?s fees and cost), obligations, liabilities, actions and causes of

action which any one or more of them may suffer or incur arising directly or

indirectly from (I) any breach or any warranties or agreements, or (II)

Lessee/Owner?s or its agent?s or employees? negligent or willful conduct or

failure to act, occurring in or about the arena, the exclusive and

non-exclusive areas and the Lessee/Owner?s areas.

Lessee/Owner agrees that in the case of any such claim, demand, action

or proceeding against any one or more of the Lessor indemnities, Lessee shall

defend the Lessor indemnities at Lessee?s expense by counsel reasonably

satisfactory to the Lessor indemnities. In the event Lessee does not provide a

defense against any and all such claims, demands, liabilities, actions or

causes of action, the Lessee shall, in addition to the above, pay Lessor the

attorneys? fees, legal expenses and costs incurred by the Lessor indemnities in

providing such defense and Lessee agrees to cooperate with Lessor in such

defense and Lessee agrees to cooperate with Lessor in such defense, including,

but not limited to, the providing of affidavits and testimony upon request of

the Lessor indemnities.

Force Majeure

Should any fire or other casualty, act of God, earthquake, flood,

epidemic, landslide, enemy act, war, riot, civil commotion, general

unavailability of certain materials, strike, slowdown, boycott or labor dispute

or other similar event beyond the reasonable control of either party (any of

the foregoing hereinafter referred to as ?Force Majeure?) prevent performance

of this Agreement in accordance with its provisions, performance of this

Agreement by either party shall be suspended or excused to the extent

commensurate with such interfering occurrence. Force Majeure shall not excuse

the payment of any sum of money owing hereunder prior to the occurrence of such

Force Majeure.



20.



This Agreement shall be constructed in accordance with the laws of the State of

Georgia.







COLUMBUS GEORGIA



BY: City Manager



ATTEST:



BY: Director of Columbus Civic Center



ATTEST:



Owner/Team



BY:



ATTEST: