Exhibit 10.46
Agreement, made and effective as of the 1st day of January, 1997 by and
among South Florida Stadium Corporation, a Florida corporation ("STADIUM"), and
Xxxxxx Scoreboard Corporation ("SCOREBOARD"), a Florida corporation, with their
principal offices at 0000 X.X. 000xx Xxxxxx, Xxxxx, Xxxxxxx 00000 (collectively
STADIUM and SCOREBOARD shall be referred to as "STADIUM ENTITIES"), and Hydron
Technologies, Inc. ("Hydron"), a New York corporation, with its principal place
of business at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxx Xxxxx, Xxxxxxx 00000.
WHEREAS, STADIUM owns and operates the open-air, multi-use sports and
entertainment facility known as Pro Player Stadium in Dade County, Florida ("Pro
Player"); and
WHEREAS, SCOREBOARD is the owner of all rights to sell electronic
advertising times on the video display screens and message boards (the "Message
Boards") and on the advertising signboards (the "Signboards") which are located
in the Stadium (sometimes collectively referred to as the "Facilities"); and
WHEREAS, Pro Player will be used by the Miami Dolphins and the Florida
Marlins as the site for its regularly scheduled pre-season and regular season
home games and will be leased to other tenants for the staging of other athletic
events, concerts and other events; and
WHEREAS, the STADIUM ENTITIES and Hydron desire rights and other
considerations from their respective organizations, and each is willing to grant
such rights and considerations based upon the terms and conditions set forth in
this Agreement.
NOW THEREFORE, in consideration of the premises, the respective
undertakings and commitments of the STADIUM ENTITIES and Hydron hereunder, and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the STADIUM ENTITIES and Hydron agree as follows:
1. ADVERTISING SPACE. During the term of this Agreement,
SCOREBOARD agrees to sell and make available to Hydron, and Hydron agrees to
purchase from SCOREBOARD advertising space and time on the Facilities as
follows:
(a) Signboards. Hydron shall have the right to display
a fixed (nonelectronic) advertising panel on a Signboard at Pro Player. The size
of such advertising panel, the location of the Signboard to which such
advertising panel may be affixed and the term of its placement is set forth on
the attached Exhibit "A".
2. SPECIAL PROVISIONS APPLICABLE TO NONELECTRONIC ADVERTISING
MESSAGES. The following terms and conditions shall apply to the display of
nonelectronic advertising messages on a Signboard at Pro Player:
(a) The costs associated with the initial preparation of the
advertising panel and for the initial installation of the advertising panel for
display on the Signboard shall be the responsibility of, and at the expense of
STADIUM.
(b) Hydron may periodically change the advertising panel, but
shall give the stadium manager reasonable notice of such a change in order to
enable him to coordinate the installation of the new advertising panel. Hydron
shall be responsible for the costs of preparation and installation of any
changed advertising panel and Hydron shall comply with the reasonable policies
or rules of STADIUM ENTITIES in the preparation of such revised advertising
panel.
(c) Hydron's advertising panel shall be fully illuminated at
night events or other times when the Message Boards are illuminated. No
advertising or structures shall be permitted to obstruct the view of Hydron's
advertising panel, and SCOREBOARD shall not permit any person (including the
media) to drape or otherwise obscure any advertising panel of Hydron at any time
or for any reason. SCOREBOARD shall not, nor shall it permit any other person
to, alter Hydron's advertising panel without Hydron's prior written consent.
3. GENERAL PROVISIONS APPLICABLE TO ALL ADVERTISING MESSAGES.
The following terms and conditions shall apply to the display of all advertising
messages on the Facilities:
(a) All advertising messages of Hydron shall be in
compliance with generally-accepted community standards of good taste, and the
reasonable determination of SCOREBOARD shall be conclusive on this issue.
(b) Hydron shall not use the Facilities in a manner
that will constitute a violation of any applicable laws, ordinances, or other
government regulations or rules.
(c) The advertising space described in paragraph 1
above shall be displayed during each event held at Pro Player for which
admission is charged. Provided, however, that Hydron shall not have its
advertising Signboard displayed during any event sponsored by a religious or
community organizations if such sponsor objects to the nature of the product
being advertised.
4. ADVERTISING FEE. Hydron shall pay STADIUM a sponsorship fee
(the "Fee") each year during the term of this Agreement in consideration
for the rights granted to it hereunder, plus applicable sales and other
taxes, as follows:
Payment Due Date Payment Amount
---------------- --------------
Within five (5) business days
2
of the date of this Agreement $100,000
February 1, 1998 $100,000
February 1, 1999 $100,000
February 1, 2000 $100,000
Assuming that the only taxes applicable to the above payments are sales
taxes, currently at the rate of 6.5%,with respect to the benefits provided in
paragraph 6 hereunder, the total annual payment due shall equal $106,500. If
sales taxes increase or it is determined that other taxes are applicable to
these amounts, Hydron shall owe such additional amounts in addition to the
foregoing.
5. EXECUTIVE SUITE LICENSE AND TERMINATION OF CLUB SEATS.
Hydron shall enter into a Executive Suite License Agreement for an Executive
Suite located at Pro Player and at the prices described on Exhibit "A" in the
form attached hereto as Exhibit "B". The term of the Executive Suite License
Agreement shall be the same as the term of the as provided
in Section 6(a) below, notwithstanding the language contained in Exhibit "B"
with respect thereto. In consideration of Hydron's execution of the Executive
Suite License Agreement, Xxxxxx Xxxxxx, Hydron's president and chairman, shall
be released from his obligations in respect of the club seat license agreement
to which he is a party simultaneously with the execution and delivery of this
Agreement. Any funds held by Stadium, for security or otherwise, shall be
immediately released to Xxxxxx Xxxxxx, provided that a replacement security
deposit is delivered by Hydron. The term of the License Agreement shall be four
years commencing with the first day of the Florida Marlins 1997 regular season
and ending upon the conclusion of the Miami Dolphins 2000 football season
including post season games. Hydron shall have the right to terminate this
Executive Suite License upon written notice to the STADIUM ENTITIES at any time
between November 1, 1997 and December 15, 1997, in which event the Executive
Suite License shall terminate following the Miami Dolphins last regular or
post-season game, if any. If Hydron does not timely exercise its right to
terminate the Suite License Agreement, then Hydron agrees that the Suite License
shall continue for the entire four (4) year term unless earlier terminated as
provided in the Suite License Agreement.
6. TERM.
(a) Unless terminated earlier pursuant to sections 6(b)
or 6(c), this Agreement shall extend for a term of four (4) Florida Marlins
baseball seasons, beginning as of approximately April 1, 1997 and continuing
through the Florida Marlins post-season following the Florida Marlins 2000
baseball season and four (4) Miami Dolphins football seasons, beginning as of
August 1, 1997, and continuing through the Miami Dolphins post-season following
the Miami Dolphins 2000 football season.
(b) Without prejudice to any of their other rights, any party
may terminate this Agreement upon written notice if the other party shall fail
to perform any material term or condition of this Agreement, and the defaulting
party fails to correct such default within five (5) business days, in respect of
monetary defaults, and thirty (30) days, in respect of non-monetary
3
defaults, after receipt of written notice, or fails to take substantial action
to correct such default if the default cannot be corrected within thirty (30)
days.
(c) Hydron shall also have the right to terminate this
Agreement, upon written notice to STADIUM ENTITIES at any time between November
1, 1997 and December 15, 1997 in which event the Agreement shall be terminated
following the Miami Dolphins last 1997 regular or post-season game, if any. If
Hydron does not timely exercise its right to terminate this Agreement, then
Hydron agrees that the Agreement shall continue for the entire four (4) year
term unless earlier terminated pursuant to Section 6(b).
7. MISCELLANEOUS.
(a) This Agreement shall be binding upon and shall
inure to the benefit of STADIUM ENTITIES, Hydron and their respective successors
and assigns.
Hydron shall have the right to assign its interest in this Agreement to
an entity (i) that is a parent corporation or an affiliated company, (as the
term "affiliate" is defined under the rules and regulations promulgated under
the Federal Securities Laws), provided that such affiliate assignee is
financially able to perform its obligations hereunder, (ii) whose credit
worthiness and business reputation are reasonably acceptable to the STADIUM
ENTITIES, and (iii) that assumes in writing the obligations of Hydron under this
Agreement provided, however, that Hydron shall not be released from
responsibility hereunder if such assignee fails to make payment of the Fee to
SCOREBOARD in accordance with the provisions of this Agreement and in accordance
with the provisions of the Suite License Agreement.
(b) This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Florida.
(c) This Agreement and the Suite License Agreement constitute
the entire Agreement between STADIUM ENTITIES and Hydron relative to the matters
discussed herein and supersedes any prior oral or written understandings or
agreements relative to such matters. This Agreement may only be amended by a
written instrument signed by STADIUM ENTITIES and Hydron.
(d) Each party shall pay all taxes as required by law for the
respective services provided by them in connection with the performance of this
Agreement.
(e) The failure of any party to this Agreement to
insist upon the performance of any of the terms and conditions of this
Agreement, or the waiver of any breach of any of the terms and conditions of
this Agreement, shall not be construed as thereafter waiving any such terms and
conditions which shall continue in full force and effect.
(f) Each party shall indemnify and hold harmless the other
parties, their officers, directors, agents and employees, from and against any
and all damage, loss, liability or expense, including but not limited to
attorney's fees and legal costs suffered directly or by reason
4
of any claim, suit or judgment brought by or in favor of any person or persons
for damages, loss or expense due to damages sustained by such person or persons
which arises out of performance of this Agreement; provided, however, that each
party shall be responsible for any negligent acts or omissions of their agents
or employees.
(g) Any notice provided for in or concerning this Agreement
shall be in writing and shall be deemed sufficiently given when sent by
certified for registered mail to the addresses of the parties as first written
above.
SIGNATURES ON FOLLOWING PAGE
5
IN WITNESS WHEREOF, STADIUM ENTITIES and Hydron have executed this
Agreement as of the date set forth below.
SOUTH FLORIDA STADIUM CORPORATION
By: /s/ Xxxxxx Xxxxx
--------------------------------
Xxxxxx Xxxxx, President
Date:
------------------------------
XXXXXX SCOREBOARD CORPORATION
By: /s/ Xxxxxx Xxxxx
--------------------------------
Xxxxxx Xxxxx, President
Date:
------------------------------
Hydron Technologies, Inc.
By: /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: President and Chairman
Date:
------------------------------
6
EXHIBIT A
SIGNAGE
Location: Secondary Tri-Vision Sign on West Scoreboard in the
upper left corner
Size: 12' x 15' (flood lit).
Term: Four (4) years, however, Hydron has right to
terminate after the first year pursuant to Section 6
of the Agreement.
EXECUTIVE SUITE
Location: Suite 320A
Annual Suite Fees: 1997 - $90,000.00, payable at time of execution of
the Suite License Agreement
1998 - $62,000.00
1999 - $76,000.00 plus an amount equal to the
percentage increase in the Consumer Price
Index from 1998 to 1999
2000 - $76,000.00 plus an amount equal to the
percentage increase in the Consumer Price
Index from 1999 to 2000
Security Deposit: $38,000, payable at time of execution of the Suite
License Agreement
