TIMES UNION g@ Ci ALBANY, NEW vYoRK 51 South Pearl Street Albany, New York 12207 (518) 487-2000 FAX (518) 487-2020 To: From: Date: Re: ~S. MINIMUM ANNUAL ADV SPEND: $16; MEMORANDUM Honorable Albany County Executive - Daniel MeCoy Honorable Deputy County Executive ~ Phillip Calderone Honorable Chairman of Albany County Legislature - Sean Ward Honorable Chairwoman of the Civie Center Committee - Norma Chapman Honorable Members of the Civie Center Commitiee Honorable Members of the Albany County Legislature Bob Belber SMG Regional General Manager February 2, 2016 REQUEST FOR APPROVAL TO AMEND & RE-STATE THE NAMING RIGHTS AGREEMENT WITH THE TIMES UNION / HEARST CORP NEW AMENDED & RESTATED FINANCIAL TERMS: 1. TERM: Five Years — January 1, 2016 ~ December 31, 2020 Plus Five-Year Option (Mutually Agreeable) 2, ANNUAL NAMNG RIGHS FEE: $350,000 x 5 years = $1,750,000 $162.500 « 5 years = $812,500* *Ail amounts spent are purchased by SMG's marketing department on behalf of event producers and promoters. Show budgets pay for this cost annually. NEW - MINIMUM SPEND REDUCED BY $76,518 FROM CURRENT MINIMUM REQUIREMENT OF $239,018. THE MINIMUM SPEND NUMBER WILL REMAIN AT $162,500 FOR ENTIRE TERM OF THE AGREEMENT. THERE WILL BE NO CPI INCREASES IN ANNUAL FEES OR SPENDING REQUIRED.4. PROJECTED NET PROFIT TO COUNTY'S BOTTOM LINE - $1,750,000 OVER 5 YEARS Promoters will spend to advertise in the Times Union to market their events. “This lower minimum spend amount is attainable and will therefore allow the full naming rights fee to be realized in profit, ‘Over the last 4 to 5 years the promoters have reduced their spending/allotment towards print advertising. Therefore, the TU Center has had to make up approximately $50K to $75K annually which has decreased the net profit derived from the naming rights fee I, CURRENT CONTRACT: 1. Expires ~ December 31, 2016 —was for ten years 1/1/2007 thru 12/31/2016 2, Annual Naming Rights Fees: Started at $320,000 in Year #1 (a CPI increase is added each year) 2007 - $320,000 2008 ss $326,400 2009 oe $332,928 2010 _ $339,586 2011 - $346,378 Average $ Per Year - $350,390 2012 re $353,305 Total Paid Over 10 Yrs - $3,503,907 2013 cH $360,371 2014 - $367,579 2015 = = «$374,931 2016 a $382,429 3. Minimum Amount SMG Must Spend Annually in TU ~ Started at $200,000 in Year #1 (a CPI increase added each year) 2007 : $200,000 2008 : $204,000 2008 : $208,080 2010 : $212,241 2011 : $216,486 Average $ Min Spend in TU Per Year - $195,561 2012 : $220,816 ‘Total Min Spend Over 10 Yrs - $1,955,610 2013 ~ $225,232 2014 : $229,737 215 = = $239,018UL CONSTRUCTION AND DESIGN OF ARENA ATRIUM PROJECT: The design of the arena Atrium Project is being produced by Synthesis Architects. ‘There is a time-sensitive issue related to the new naming rights signage. A newly designed tower in tront of the arena is being planned which needs to be produced with the actual name of the arena, It is for this reason that we asked George Hearst - Publisher of the Times Union to meet back in November to begin discussions in order to come up with mutually acceptable terms to Amend & Restate the current agreement, which will allow the current TU Center signs in the atrium to be moved to the Market Street side of the building and a confirmation and acceptance of this agreement by the legislature will ensure that the designs produced by Synthesis can go out to bid so the work can startin late-spring/early summer. This plan will also allow the atrium project fo be completed close to the completion date of the convention center in 2017, George Hearst was understanding of the need to finalize a mutually acceptable deal that also allows the architects with legislative approval to design the signs with the current name of the arena. Therefore, the first year of the Amended & Restated Agreement (January 1 - December 31, 2016) will utilize the new terms as set forth above. Because of the need to finalize the extension of the current agreement to enable the atrium project to continue without delay, the final year of the current agreement shall be changed to be subject to the new financial terms and will be the first year of the Amended & Restated Agreement with the Times Union/Hearst Corp, SUMMARY: For the next five (5) years the Times Union Center will net approximately $350,000 per year, which will help keep net operating profits at a high level. The last time that Albany County went out to bid in hopes of getting bids for the naming rights, no bids were received, [t was only after such bid process ended that a call came to us from the Publisher of the Times Union expressing interest in the name of the arena, The relationship between SMG, which operates the arena and the Times Union newspaper, has been excellent and the community has grown used to calling the arena the Times Union Center after years as the Pepsi Arena and formerly the Knickerbocker Arena. The positioning of the name of an arena in the sports and entertainment industry is never easy ‘when a change occurs. Agents and promoters get used to facilities and markets, It normally takes a fair amount of time for the adjustment period to occur. The same goes for the community residents. Since this deal provides mote in net profit to the County than the current contract produces, and given the fact that the TU Center won't have to make up cash amounts due to minimum spending requirements, I believe this Amended& Restated Naming Rights Agreement is in Albany County's best interests and I ask the Albany County Legistature to approve acceptance of this agreement, ‘Thank you. Sincerely; Bat Bier. Bob Belber SMG Regional General ManagerFor Counsel Use Only Date Received: Received By: Method: Han Courier Mail REQUEST FOR LEGISLATIVE ACTION RLA#1731: Contract Authorization for the Naming Rights for The Times Union Center February 3, 2013 ‘Times Union Center Contact Person:, Robert Belber Telephone: (518) 487-2008 Dept. Representative Attending Comiittee Meeting: Robert Belber, The Times Union Center PURPOSE OF REQUEST: ‘Adoption of Local Law Amendment of Prior Legislation Approval/Adoption of Plan/Procedure Bond Approval Budget Amendment (See below) Contract Authorization (See below) Environmental Impact Home Rule Request Property Conveyance Other: (State briefly if not listed above) LTT CONCERNING BUDGET AMENDMENTS STATE THE FOLLOW! Increase Account/Line No. Source of Funds: ‘Title Change: CONCERNING CONTRACT AUTHORIZATION STATE THE FOLLOWING: TYPE OF CONTRACT Change Order/Contract Amendment BeNeraet Purchase (Equipment/Supplies) Lease (Equipment/Supplies) RequirementsProfessional Services Education/Training Grant: New Renewal Submission Deadline Date Settlement of a Claim Release of Liability Other: (State briefly) CONCERNING CONTRACT AUTHORIZATION (Cont'd) STATE THE FOLLOWING: Contract Terms/Conditions: Party (Name/Address): ‘The Capital Newspapers Division of the Hearst Corporation George Hearst — Publisher News Plaza Albany, NY 12212 Amount/Rate Schedule/Fee: 350,000 per year ~ Naming Rights Fee Payable Annual ‘Term: Five years — January 1, 2016 — December 31,2020 Option: Five Additional Years ~ Mutual Option Total Payable Over 5 Years: $1,750,000 Scope of Services: Amended & Restated Naming Rights Agreement ~ Times Union Center Final Year of Current Agreement — Changed to 1 Year of Amended & Restated Agreement - Using New Financial Terms Contract Funding: Anticipated in Current budget: Yes_X_ No Funding Source: County Budget Accounts: Revenue: Approy y Bond (Res. No. & Date of Adoption) CONCERNING ALL REQUESTS: Mandated Program/Service: Yes__ No X _ If Mandated Cite: Authority Anticipated in Current Adopted Budget: Yes No If'yes, indicate Revenue/Appropriation Accounts Fiscal Impact -Funding: (Dollars or Percentages)Federal State County Term/Length of Funding Previous Requests For Identical or Similar Action: Resolution/Law Numb Date of Adoption: (State briefly why legislative action is requested) Current naming rights agreement is scheduled to expire 12/31/16, Due to design and planning for Atrium Project a the arena an early Amended & Restated Agreement is necessary to justify the name signage changes. And, a very positive change has occurred related to a reduction in the minimum spend requirement in the Times Union, (See the Memorandum dated February 2, 2016 from Bob Belber — SMG Regional GM of Times Union Center) Back-up Material Submitted: (ic., application/approval notices from funding source, bid tabulation sheet, civil service approval notice, program announcement, contracts and/or any materials which explain or support the request for legislative action.) Memorandum dated February 2, 2016 - from Bob Belber Amended & Restated Agreement ~ Produced and Proposed by Hearst Corp Current Copy of Title Sponsorship Agreement Submitted By: Bob Belber Title: General Manager @ the Times Union CenterHearst Dratt February 2, 2016 AMENDMENT AND RESTATEMENT OF TITLE SPONSORSHIP AGREEMENT ‘This Title Sponsorship AGREEMENT, is made as of the __ day of February, 2016, by and between the Capital Newspapers Division of The Hearst Corporation (hereinafter referred to as the “TIMES UNION”), a corporation organized under the laws of the State of Delaware and authorized to do business in the State of New York and located at News Plaza, Albany, NY 12212; and Albany County (hereinafter referred to as the ‘COUNTY"), a municipal corporation of the State of New York and located at the Albany County Office Building, 112 State Street, Albany, New York, 12207-2021; and SMG, as an agent for Albany County and the Operator and Manager of the “Pepsi Arena’ (hereinalter “SMG"), with prineipal offices located at 701 Market Street, Philadelphia, Pennsylvania, 19106. THE TIMES UNION, the COUNTY, and SMG are hereinalter jointly referred to as the PARTIES. WITNESSETH; WHEREAS, the COUNTY owns the Albany County Civic Center (hereinafter referred to as the “CENTER"), located at 51 South Pear! Street, Albany, New York 12207; and WHEREAS, the managing agent of the CENTER for the COUNTY is SMG all references to SMG shall also refer to any successor managing agent as designated by the COUNTY); and WHEREAS, the PARTIES hereto previously entered into a Title Sponsorship Agreement as of December 31, 2006 for a period from January 1, 2007 through December 31, 2016 (the “2006 Agreement”), which was duly authorized by the Albany County Legislature by Resolution No. 365 of 2006; and WHEREAS, the Albany County Legislature approved the COUNTY’s recommendation to renew the award of title sponsorship of the CENTER to the TIMES UNION through Resolution Number, adopted + 2016; and WHEREAS, the PARTIES now desire to amend and restate said agreement, at the terms set forth below; and NOW THEREFORE, in consideration of these premises and the mutual promises and covenants set forth herein, and intending to be legally bound hereby, the PARTIES agree as follows:Hearst Draft February 2, 2016 L Article 1. Ds ‘As used in this AGREEMENT, the following words and terms shall have the following meanings: 1.1 “Branded Kiosk” means a self-standing, removable structure inside the main gate of CENTER to be used by the TIMES UNION to offer subscriber services, 1.2 “Bank” or “banking” means an accounting mechanism to track the accumulation and dispensation of benefits between the PARTIES pursuant to this AGREEMENT. 1.3 “CENTER Logo” means a logo substantially in the form attached as Exhibit A, together with such changes as mutually agreed upon by the TIMES UNION and SMG; 1.4 “CENTER Name” means the name set forth in Article 3.1 herei 1.5 “CENTER website” means the URL of “timesunioncenter-albany.com” and includes any successor website; 16 “Contract Year” means each succeeding twelve (12) month period from the Effective Date and beginning each January 1 thereafter; 1,7 “Effective Date” means the commencement of the term of the AGREEMENT (January 1, 2016). L.8 “Event” means and includes every presentation or performance that occurs in the CENTER. 1.9 “Event video streaming” means the provision of video of live CENTER events to the TIMES UNION for instant publication on the TIMES UNION website. 1.10 “General Manager” means the general manager of the CENTER as determined by SMG; LIL “Media Purchase” means all advertising purchased and placed by the CENTER marketing department and/or promoters, producers and users of the CENTER in all media now known or herealter created, including without limitation, radio, newspapers, television and online; 1.12 “Media Tags” means the naming and usage rights to all media purchased in connection with events hosted at the CENTER, including the tag “log on to TimesUnion.com to buy your tickets today” and a branding message tag included in media impressions to be reasonably determined by the TIMES UNION. 1.13 “Premium” means tangible benefits provided by the TIMES UNION to patrons of the CENTER pursuant to the terms of this AGREEMENT. 1.14 “Restricted Event” means CENTER events for which SMG and/or the COUNTY lack the right to receive complementary tickets from the event organizer/promoter. “Nom-restricted Event” means CENTER events for which SMG and/or the COUNTY teain the right to receive complementary tickets from the event organizer/promoter.Hearst Draft February 2, 2016 1.15 “Times Union Media Properties” means all marketing, promotions, programs, advertising and marketing efforts of any kind by the TIMES UNION; 1.16 “Times Union Website” shall mean the URL of “timesunion.com” and includes any successor website. 1.17 “Banner Ads” shall mean all_banner ads, leader board positions or other advertisements sold on the CENTER website other than Postage Stamp Ads. 1.18 “Postage Stamp Ads” shall mean all advertisements on the CENTER website that are 123 x 54 pixels oF less, Article 2, Contract Term 2.1 Performance under this AGREEMENT shall commence on January 1, 2016 and continue for a period of five (5) years, ending December 31, 2020. This agreement may be renewed for one (1) additional five (3) year period upon mutual agreement and negotiation of the parties hereto, Article 3. Naming Rights: Grant: Signage 3.1 As an extension of the rights granted to the TIMES UNION in the 2006 Agreement, the COUNTY hereby grants to the TIMES UNION the identification rights to the CENTER, subject to the terms and conditions set forth in this AGREEMENT, 3.2 The signage rights granted hereby are limited to identification of the TIMES UNION’s name and logo in the context of the CENTER name, in addition to the other rights set forth in this AGREEMENT. 3.3 The TIMES UNION and its affiliates shall not, without the COUNTY'S consent, enter into a Naming Rights AGREEMENT or similar agreement with respect to any other sports and entertainment facility, (jc. any arena, civic center, amphitheater or theater) the name of which includes the “THE TIMES UNION” name and the word “CENTER’, it being expressly understood and agreed that nothing herein will prohibit the TIMES UNION or its affiliates from branding a sports field or stadium with the TIMES UNION name or any derivation thereof, 3.3a No newspaper and/or related print or digital property shall have the right to advertise on fixed signage within the arena bow! area of the CENTER; such rights shall be exclusive to the TIMES UNION. 3.4 The TIMES UNION shall have the right, pursuant to Article 7 herein, at its sole cost and responsibility, to place its name and iogo on existing internal and external signage, including, but not limited to, exterior of the CENTER, exterior marquee (once the marquee is installed), interior scoreboard, internal and external directional signage, parking lot banner signage and highway signage.Hearst Draft February 2, 2016 3.5 The PARTIES agree that no signs will be installed on the roof of the CENTER. 3.6 The TIMES UNION and the COUNTY shall use reasonable efforts to request the City of Albany and the State of New York to install and erect roadway and traffie directional signs identifying the CENTER as “THE TIMES UNION CENTER”. If there are direct out of pocket expenses related 10 such signs that must be covered, the TIMES UNION agrees to pay all such expenses. 3.7 SMG shall use reasonable efforts to cause all other references to the CENTER, whether arising trom franchise agreements, promotional activities, lease agreements, or otherwise in the course of its responsibilities, to use the “THE TIMES UNION CENTER” name. Article 4. Sponsorship of Event 4.1 The TIMES UNION will collaborate with the COUNTY and SMG to sponsor and market events at the CENTER. In connection therewith, the TIMES UNION will reasonably endeavor to enter into no fewer than six (6) promotional CENTER events per year as mutually agreed upon with SMG using the newspaper and on-line site to increase ticket sales. ‘The TIMES UNION and SMG shall sign a reasonably agreeable Letter of Sponsorship Agreement for each CENTER event that is sponsored by the TIMES UNION which will state the sponsorship fees and such other sponsorship and marketing obligations as provided for in this AGREEMENT, 4.2 The TIMES UNION and SMG shail coordinate their efforts in advertising and in other activities required for such event sponsorship. Auticle 5, Marketing and Investment Plans 5.1 The TIMES UNION shall undertake and perform additional marketing activities and investments (above and beyond the Naming Rights and Sponsorship Rights in Articles 3 and 4 herein) as set forth in this Article in support of maximizing attendance at CENTER events. The TIMES UNION and SMG shall coordinate their efforts as necessary and appropriate in planning the marketing efforts undertaken by the TIMES UNION so as to meet production constraints and all TIMES UNION legal requirements. 5.1.1 SMG and the COUNTY agree to purchase a minimum amount of advertising from TIMES UNION and/or TIMES UNION Media Properties totaling ONE HUNDRED SIXTY-TWO THOUSAND FIVE HUNDRED DOLLARS ($162,500) in each contract year for a minimum of EIGHT HUNDRED TWELVE THOUSAND FIVE HUNDRED DOLLARS ($812,500) over the term of this AGREEMENT. This Minimum Spend shall include advertising placements made by the SMG marketing department and/or promoters who present events at the CENTER. Promoters and events will be charged for the space used to market their shows & events and such advertising costs shall be included at settlement as a direct event cost for marketing. 5.1.2 ‘The TIMES UNION shail provide matching advertising space to SMG pursuant to the following formula: On an annual basis, for every advertising dollar spent pursuant to Article 5.1.1 TIMES UNION Media Properties, the TIMES UNION shall match fitly percent (50%) of value of advertising in TIMES UNION Media Properties up to the Minimum Spend in any Contract Year,Hearst Draft February 2, 2016 For every advertising dollar spent pursuant to Article 5.1.1 over the Minimum Spend in any Contract Year by SMG with TIMES UNION Media Properties, the TIMES UNION shall match one hundred percent (100%) of value of advertising in TIMES UNION Media Properties. Said matching advertising space pursuant to this formula shail be banked for use by SMG, which may be used by SMG at its discretion solely to promote events at the CENTER. 5.1.3 All advertising rates will be fixed during the term of this AGREEMENT and are not subject 10 change except by mutual agreement. Rates shall be fixed at the rates paid by SMG as of June 1, 2006. 5.1.4 Subsequent to the execution of this AGREEMENT, both PARTIES retain the right to sell advertising on the CENTER website for periods from and after the Effective Date. Revenues generated by advertising sales to be placed on the CENTER website from and after the Effective Date shall be apportioned in the following manner: Where SMG sells Banner Ads, SMG shall retain eighty percent (80%) of such revenues and the TIMES UNION shall receive twenty percent (20%). Where the TIMES UNION sells Banner Ads, the TIMES UNION shall retain eighty percent (80%) of such revenues and SMG shall receive twenty percent (20%). The TIMES UNION agrees to produce and display on the CENTER website all of the ads and listings displayed prior to the Effective Date of the AGREEMENT on the “Pepsi Arena” website, at no cost to SMG. Where either party provides a “fee” link or Postage Stamp Ad on the CENTER website as part of a larger sponsorship package, the TIMES UNION shall insert the link or Postage Stamp Ad on the CENTER, website without cost to either of the PARTIES and without apportionment of any revenues to ot from either of the PARTIES. Display of any and all advertising on the CENTER website shall be subject to the approval of SMG, such approval to be exercised in a reasonable manner and without unreasonable delay. SMG and the TIMES UNION shall mutually ageee to a process regarding the exercise of such approval. 5.2 SMG shall use all reasonable efforts to include the TIMES UNION in all Media Purchases in connection with each sponsored event held at the CENTER pursuant to Article 4 above. 5.3. Event Video Streaming: Where permissible pursuant to other agreements in effect, the TIMES UNION shall have the right to utilize the CENTER website to provide video streaming of CENTER events. SMG shall utilize its best efforts to provide a feed to the website. The TIMES UNION acknowledges that it shall pay any additional costs to SMG and/or the COUNTY, that ate associated with the provision of such video feed. The TIMES UNION expressly acknowledges and understands that many CENTER events will be governed by separate agreements that may prohibit the TIMES UNION trom streaming event video on the CENTER website. Set, Ticket Stub Branding: The TIMES UNION shall be permitted to include the name and/or logo of the CENTER on the face of all tickets to CENTER events, unless inclusion of the CENTER Logo is expressly prohibited by the agreement executed by or on behalf of SMG for such CENTER event. 5.5. The TIMES UNION shall be permitted to include the CENTER logo and CENTER name on signage and branding on all media collateral associated with the CENTER and all events and promotions operated in the CENTER, unless inclusion of the CENTER Logo is expressly, by the agreement executed by or on behalf of SMG for such CENTER event, prohibited by the agreementHearst Draft February 2, 2016 executed by or on behalf of SMG for such CENTER event or promotion, 5.6. The TIMES UNION will have the right to produce and display banners with the name of the CENTER facing the parking lot areas adjacent to the CENTER at the TIMES UNION’s expense, 5.8. The TIMES UNION shall be permitted to run four (4) commercial advertisements featuring TIMES UNION promotions, on the “jumbo-tron” screen during each sporting event, Said advertisements are subject to SMG and COUNTY approval, which consent shall not be unreasonably withheld or delayed. 5.9. Branded Kiosk: the TIMES UNION shall be permitted, at its own cost, to construct and maintain a kiosk inside the main gate of the CENTER to offer subscriber services. ‘The construction, size, appearance, precise location and use of the Branded Kiosk shall be subject to approval by SMG, which consent shail not be unreasonably withheld or delayed. The TIMES UNION may offer SMG approved Premiums to patrons from an SMG approved list of third party advertisers at said Kiosk. No food or beverage items may be offered as a Premium without SMG's prior approval. 3.10. The TIMES UNION will be provided access to the CENTER’s email database and links to the TIMES UNION website will be included on ail event bulletins and emails used to notity the email database of upcoming and booked events and promotions, provided that the TIMES UNION shall follow any direction from SMG to remove individual e-mail addresses from any mailing lists if required pursuant to the privacy policy for the CENTER Website ot applicable law. The TIMES UNION covenants and agrees that (i) it shall only use such email database to market and/or promote TIMES UNION products and services (it being understood and agreed that certain third party products and services may be combined with TIMES UNION products and services in such marketing efforts), (ii) it shall not sell any such email information to any other party or transfer such information to a third party other than in furtherance of the marketing efforts described above, and (ii) TIMES UNION shall not use the email database (o promote the sales of tickets to other venues other than the CENTER; provided, however, that the TIMES UNION shall not be restricted from ing or sharing any email address that TIMES UNION legitimately acquires from another source, even if such name is identical to the information provided in the email database provided by SMG and the COUNTY, 5.11. SMG and the COUNTY shall provide a bank of one thousand (1,000) tickets per year for Non- Restricted Events to be used for TIMES UNION promotional purposes. The PARTIES shall reach mutual agreement on the events and number of such complimentary tickets per event as the TIMES UNION shall reasonably request, provided that the TIMES UNION may not unreasonably demand tickets and SMG shall not unreasonably withhold agreement to provide tickets pursuant to this clause. 5.12. The TIMES UNION shall place on the entertainment section front and entertainment article pages of its desktop website a promotional graphic for the CENTER that links back to the CENTER website. ‘The graphic will either be a fixed image with text (either static or animated, with a maximum size of 30x60 pixels) or, if provided by the CENTER, a dynamic widget that displays and automatically updates information about upcoming events (maximum size 300x100 pixels). The TIMES UNION website will place copies of these widgets at other locations throughout their website and will also place prominent links to the CENTER’s website on the mobile version of itsHearst Dra February 2, 2016 website, The CENTER assumes responsibility for creating this graphic with its current provider and TIMES UNION will reasonably assist as needed. 5.13 The TIMES UNION shall provide an anchored full-page position in its Thursday newspaper's Preview section, 52 weeks per year to be used by SMG as a franchise position for event advertising and promotions. SMG shall pay ONE THOUSAND TWO HUNDRED DOLLARS ($1,200) per week, (SIXTY TWO THOUSAND FOUR HUNDRED DOLLARS ($62,400) per yeas) for said full- page position on page 3 of said section and said payment shall be applicable to SMG and the COUNTY’s required annual advertising purchase pursuant to paragraph 5.1.1. The term, “page 3”, shall be construed to mean the page on the right hand side, opposite the inside cover of the Preview section. In the event that the TIMES UNION discontinues the Thursday Preview section in its current form, the TIMES UNION shall provide to SMG a standard full page position in a substantially similar location in a mutually agreed upon section of the Times Union for the same $1,200 weekly rate, 5.14 The TIMES UNION will provide in-kind advertising equal in value to any new Albany Devils season tickets purchased during the 30-day promotion conducted by the CENTER in July of each year; provided that if the purchaser is a current advertiser of the TIMES UNION at the time of ticket purchase, in-kind advertising will only be provided to the extent incremental to the moathly average of their previous twelve (12) months’ spending on advertising with the TIMES UNION; and provided further that if the purchaser is not a current advertiser of the TIMES UNION at the time of ticket purchase, in-kind advertising will only be provided should the new advertiser spend an amount equal to the ticket purchase in advertising to receive the in-kind advertising match, For purposes of this article 5.14, a “current advertiser” will be deemed one who has advertised with the TIMES UNION in the prior six (6) months. This promotion is not available to current or renewing Albany Devils season ticket holders unless the purchase is incremental to season tickets already held. All “in-kind advertising” is subject to the current advertising rates and product selection at the time of redemption, and must be used within six (6) months of ticket purchase, If for any reason during the period of this Amendment and Restatement of Agreement, the Albany Devils as they currently exist cease to host games at the Center, and if SMG has another team, the MAAC, or other major event that needs additional in-kind advertising support, the offer set forth in this Section 5.14 will be extended solely upon the mutual agreement of the PARTIES, The TIMES UNION agrees to meet with SMG and the COUNTY to discuss in good faith any other requests for added support for in- kind advertising to be provided by the TIMES UNION, Article 6, Suite Lease 6.1, The TIMES UNION shall receive the free use of its suite that is currently under lease, which is for Suite Number (1) One in the CENTER for each year of this AGREEMENT. There are 16 seats in the suite. The TIMES UNION will receive 16 complimentary tickets for their suite for all events except NCAA events. For NCAA events, the TIMES UNION will have the right to purchase the tickets for their suite at the ticket prices set by the NCAA providing the tickets are ordered by the prescribed ordering deadline set by the NCAA. 6.2 The COUNTY shall provide 16 additional seats in the center court/center stage premium seating area for every Non-resiricted Event in the CENTER without charge to THE TIMES UNION for theHearst Draft February 2, 2016 term of this AGREEMENT. The TIMES UNION expressly acknowledges that for Restricted Events (ie, NCAA events and some major concert events); the CENTER is prohibited from receiving complimentary tickets by separate agreement. Where the CENTER is so prohibited by separate agreement, the TIMES UNION shall have the right to purchase up to 16 seats in the center court/center stage premium seating area at full cost upon notification to SMG no less than three (3) days prior to the commencement of the sale of tickets to the public. SMG shall provide the TIMES UNION with reasonable notice of the availability of tickets for, price per ticket of, and date upon Which TIMES UNION must provide notice of its desire to purchase tickets for each such Restricted Event. In addition, SMG shall offer the use of the anchored advertising space, referenced in Article 5.13, to promoters of Restricted Events. Promoters that elect to utilize said space pursuant to the terms of Article 5.13, shall provide 12 complimentary tickets for use by the TIMES UNION. Where Restricted Events are listed solely with font lettering within the “Coming Events” listing in the border area of the ad without any artwork or other logos, but such event promoters do not elect to advertise the event in the anchored advertising space, there shall be no requirement to provide said complimentary tickets. Where promoters of restricted events elect not to utilize the anchored advertising space and not to provide complimentary tickets, the TIMES UNION will retain the right to purchase tickets for the Restricted Events. 6.3 Parking Passes: The TIMES UNION shall receive six (6) parking passes to the CENTER parking garage at no cost for all events. Article 7. Advertising Space 7.1. Consistent with current advertising placements, the COUNTY shall provide the TIMES UNION with the advertising space on the intetior of the CENTER for the exclusive use of the TIMES UNION CENTER. Such advertising space shall be at the sole discretion of SMG. All costs associated with producing and installing the sign panels and images will be the sole responsibility of the TIMES UNION. T.la_ Four (4) rectangular panels immediately above the video screens on each side of the video scoreboard. 7.1b CENTER logo shall be painted in the center of the basketball court and the words TIMES UNION CENTER along both baselines, 7.le CENTER logo shall be painted in the ice for hockey games. 7.1d_ CENTER name will be displayed in a prominent method in the Box Office Lobby, such method to be mutually agreed upon by the PARTIES. 7.le CENTER logo shall be produced and used for press conferences, except where expressly prohibited. The TIMES UNION acknowledges that some events require their own backdrop for their press events. 7.1f CENTER logo shall be produced and displayed on all CENTER owned podiums.Hearst Draft February 2, 2016 7.2 The County shall provide the TIMES UNION with the advertising space on the exterior of the CENTER for the exclusive use of the TIMES UNION CENTER. Such advertising space shall be at the discretion of SMG and the COUNTY. alll costs associated with producing and installing the sign panel images will be the sole responsibility of the TIMES UNION. 7.2a The CENTER will undergo renovations starting in late 2015 and ending in January 2017. As part of the renovation, the LED sign installed in the atrium of the CENTER by the TIMES UNION pursuant to the 2006 Agreement will be moved and re-installed at a location to be specified by the TIMES UNION on Market Street. LED signs will be installed at the CENTER in Exhibit B attached hereto, which will advertise current events, future events and display building sponsor logos, TIMES UNION will receive a minimum of six (6) advertising exposures per hour on the new LED systems being installed facing South Pearl Street per hour when in operation, TIMES UNION will also receive a minimum of six (6) advertising exposures per hour on the LED marquee that is moved to Market Street when in operation, For each such advertising exposure (regardless of location), the exposure is to be substantially similar in length to those of other advertisers. 7.26 All signs that will be produced with the CENTER name as part of the renovation project in the atrium off South Pear! Street will be produced, installed and maintained at no cost to the TIMES UNION. In addition, any signs that are installed as part of the renovation project on the walkway leading to the Albany Capital Center or in the newly enclosed space that is currently located between the parking garage at Level #3 and the concourse doors at Quad # 3 will be produced, installed and maintained at no cost to the TIMES UNION. The expenses related to any custom signage requested by the TIMES UNION and not otherwise listed in this Article 7.2(b) will be the responsibility of the TIMES UNION. 7.2¢ All signs/video monitors on the inverted support cable located in the atrium of the CENTER will display a 15 second video advertising the TIMES UNION, which shall be shown as part ofa continuous loop of content atall events held at the CENTER, provided that restrictions may apply during NCAA events. The content of such video shall be subject to the TIMES UNION’s input and prior approval. 7.2d__ The CENTER will allow TIMES UNION to install location-based mobile services (at the TIMES UNION’s expense) that will allow event coordinators or retailers to recognize customers when they enter a venue, the specifics of such relationship subject to the mutual agreement of the parties. Article 8. Sale of CENTER The COUNTY reserves the right to sell the CENTER. In the event the COUNTY sells the CENTER, this AGREEMENT shall be binding on and shall inure to the benefit of the COUNTY’S successor in exchange for the TIMES UNION’s agreement to continue its obligations in this AGREEMENT, except that THE TIMES UNION may terminate this AGREEMENT after one year of operation from the closing date of sale under the new owners, if the number of events and quality of events presented after the sale quantifiably shows a significant drop as a comparable number of events and quality of events (measured based upon attendance at such event) based on past history while the CENTER was owned by the COUNTY,Hearst Draft February 2, 2016 Aiticle 9. Summary of Fees: Payment Schedules, The TIMES UNION shall pay to the COUNTY in each contract year, a fee of THREE HUNDRED. FIFTY THOUSAND DOLLARS ($350,000) for the rights and benetits described herein for Title Sponsorship of the CENTER. Over the contract term the total fees shall be ONE MIILLION SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($1,750,000). Article 10, INTENTIONALLY DELETED Article 11. Payment of Fees: Annual Report IL1 The TIMES UNION shail remit directly to SMG, or the COUNTY'S then-designated ‘managing agent, all fees and payments, together with such additional information as SMG and the Albany County Executive shali reasonably require, The annual fee shall be due and payable from the TIMES UNION to SMG, or the COUNTY’S designated managing agent annually on January 1* in advance of each year within the term of this AGREEMENT. 11.2 The TIMES UNION shall submit an annual report, due within 45 days after December 31 of each contract year, to SMG and to the Albany County Executive that identifies this contract number; the contract year covered by the report; and a summary of advertising purchases and matched ad space provided as well as a summary of franchise Preview ads and a summary of sponsorship activities occurring over the preceding twelve month period, Article 12. Headings All headings used in this AGREEMENT are for convenience and reference only, and shall not affect the interpretation of any of the terms of this AGREEMENT. Article 13. Cooperation, ‘The TIMES UNION - shall cooperate with representatives, agents and employees of the COUNTY and of SMG, and the COUNTY and SMG shall cooperate with The TIMES UNION, its representatives, agents and cmployees to the end that performance of this AGREEMENT may proceed expeditiously and economically. Article 14, Accounting Records Proper and full accounting records shall be maintained by The TIMES UNION as necessary to provide the reports to SMG and the COUNTY required by this AGREEMENT. Such records, exclusive of TIMES UNION financial information outside the scope of this AGREEMENT, shall be subject to audit by the COUNTY upon request during normal business hours and upon at least 5 days prior written notice, provided that the COUNTY shall not request such an audit more than twice in any Contract Year. Such records shall be avcessible to the COUNTY and SMG for a period of five (5) years following the date of each annual report provided by The TIMES UNION pursuant to Article 11 of this AGREEMENT.Hearst Draft February 2, 2016 Article 15, Relationship The TIMES UNION is, and will function as an independent contractor under the terms of this AGREEMENT and shall not be considered an agent or employee of the COUNTY or of SMG for any purpose whatever. The employees of the TIMES UNION shall not in any manner be, or be held ‘out to be, agents or employees of the COUNTY or of SMG, Article 16, Assignments 16.1 The TIMES UNION - specifically agrees as required by Section 109 of the New York General Municipal Law that the TIMES UNION is prohibited from assigning, transferring, conveying, subcontracting, or otherwise disposing of this AGREEMENT, or the TIMES UNION’S right, title or interest therein, without the prior consent in writing of the COUNTY and SMG. 16.2 To the extent that the COUNTY consents in writing to the assignment by SMG of its rights and obligations to an affiliate in connection with any renewal of its SMG agreement with the COUNTY, such assignment shall be deemed to include this AGREEMENT and such affiliate shall become the party to this AGREEMENT for SMG. No assignment shall relieve the TIMES UNION of its obligations under this AGREEMENT. 16.3 The COUNTY specifically agrees that it shall not assign, transfer, convey, subcontract, or otherwise dispose of this AGREEMENT, or the COUNTY’S right, title or interest therein, without the prior consent in writing of the TIMES UNION. ication and Limitation of Liability Article 17. Indemi 17.1 The TIMES UNION shall defend, indemnify and save harmless the COUNTY and SMG and their respective partners, directors, officers, employees and agents, from and against all third. party claims, damages, losses and expenses (including, without limitation, reasonable attomeys’ fees) arising out of, or in consequence of, any products liability, strict liability, negligence or intentional act or omission of the TIMES UNION, its employees or agents, or any material breach of this AGREEMENT by the TIMES UNION to the extent of its or their responsibility for such claims, damages, losses and expenses. 17.2. COUNTY and SMG shall defend, indemnify and save harmless the TIMES UNION, its affiliates and its and their respective directors, officers, employees, representatives and agents, from and against any and all claims, damages, losses and expenses (including, without limitation, reasonable attorneys’ fees) arising out of, or in consequence of (i) any products liability, strict liability, negligence or intentional act or omission of COUNTY or SMG, their respective employees or agents, (ii) any material breach of this AGREEMENT by COUNTY or SMG to the extent of its or their responsibility for stich claims, damages, losses and expenses or (iti) bodily injury, including death, or damage to any person, real property or tangible personal property that occurs at or in connection with the CENTER.Hearst Draft February 2, 2016 (7.3 ‘THE TIME UNION’S LIABILITY FOR LOSS OR DAMAGE ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE UNDER THIS AGREEMENT SHALL BE LIMITED TO PROVEN DIRECT, ACTUAL DAMAGES. THE TIMES UNION WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR LOST PROFITS SUFFERED BY COUNTY OR SMG, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. IN ADDITION, THE TIMES UNION’S AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE TIMES UNION TO THE COUNTY HEREUNDER. Article 18. Insurance ‘The PARTIES agree to procure and maintain insurance of the kinds and in the amounts provided under Exhibit C attached hereto, ‘The Capital Newspapers Division of The Hearst Corporation and its subsidiaries, affiliates, and partnerships (collectively, “HEARST”) shall be named as Additional Insureds under the General Liability policy. All such insurance should be primary and non-contributory and is required to respond and pay prior to any other insurance or self-insurance available. Any other coverage available to HEARST shall apply on an excess basis, COUNTY and SMG agree that COUNTY and SMG, COUNTY ’s and SMG's insurer(s) and anyone claiming by, through or under the policy on COUNTY'S and SMG's behalf shall have no claim, right of action or right of subrogation against HEARST and its customers based upon any loss or liability insured against the foregoing insurance. Upon request, cach PARTY shall provide a cettificate evidencing such insurance to the other PARTY. Each PARTY shall be notified in writing at least thirty (30) days prior to cancellation of or change in a policy of the other PARTY. Insurance companies providing coverage will be rated to AM. Best with at least an A-rating. Article 19. Schedule The TIMES UNION shall complete its obligations as provided for in this AGREEMENT in a timely ‘manner to protect the interests and rights of the COUNTY to the fullest extent reasonably possible. Article 20. Conflict of Interest ‘The TIMES UNION hereby warrants that it has not made and will not make any bribe, kick-back, or other payment of a similar or comparable nature, whether lawful or not, to any person or entity, private or public, regardless of form, whether in money, property, or services, to obtain favorable treatment in securing this AGREEMENT or to obtain special concessions under this AGREEMENT. Article 2. Non-Diserimination In accordance with any and all Local, State and Federal laws, the TIMES UNION agrees that it shall not, by reason of race, creed, color, national origin, age, sex, disability or source of payment: (a) discriminate against any resident or employee of the COUNTY; (b) dis te in hiring againstHearst Draft February 2, 2016 any person who is qualified and available to perform the work: or (c) discriminate or intimidate any employee hired for the work contemplated by this AGREEMENT, Article 22. Partial Invalidity Ifany term, part, provision, section, subdivision, or paragraph of this AGREEMENT shall be held to be unconstitutional, invalid, or ineffective, in whole or in part, such determination shall not be deemed to invalidate the remaining terms, parts, provisions, sections, subdivisions, or paragraphs thereof. Article 23. Modifications This AGREEMENT may only be modified by a formal written amendment executed by the COUNTY, THE TIMES UNION, and SMG or the COUNTY'S then designated managing agent. Article 24. Dissolution ‘The TIMES UNION shall notify the COUNTY in writing promptly in the event that The Hearst Corporation sells or otherwise transters ownership of the TIMES UNION so that The Hearst Corporation no longer directly or indirectly owns the TIMES UNION during the term of this AGREEMENT. Article 25, Licenses. ‘The PARTIES shall at all times obtain and maintain all licenses required by New York State to perform the services required under this AGREEMENT. Article 26. Notices, 26.1 All notices and documents required to be given to the COUNTY pursuant to this AGREEMENT shall be given by registered mail to: Albany County Executive County of Albany 112 State Street, Rm. 900 Albany, New York 12207-2021 26.2 All notives and documents required to be given to THE TIMES UNION pursuant to this AGREEMENT shall be given by registered mail to: Attn: Publisher ‘Times Union News Plaza Box 15000 Albany, NY 12212 With a copy to: Hearst CorporationHearst Dralt February 2, 2016 Office of General Counsel 300 West 57th Street New York, NY 10019 Attn: General Counsel. 26.3 All notices and documents required to be given to SMG pursuant to this AGREEMENT shall be given by registered mail to: John Bums. Senior Vice President & Chief Financial Officer SMG 701 Market Street Philadelphia, PA 19106 Article 27, Applicable Law ‘This AGREEMENT shall be governed by the laws of the State of New York, without regard to the principles of conflict of laws. Venue for any dispute under this AGREEMENT shall be Albany County. Article 28. Default And Remedies 28.1. Events of Default. (A) An event of default by the TIMES UNION under this AGREEMENT shall have occurred if: (1) Any representation, warranty or other written statement made by or on behalf of the TIMES UNION contained in this AGREEMENT shall have been false or misleading in any material respect when made, and such inaccuracy has or is reasonably likely to have a material adverse effect on the transactions contemplated by this AGREEMENT or the TIMES UNION’s ability to perform its obligations hereunder. (2) The TIMES UNION shall fail to pay any amount required to be paid pursuant to this AGREEMENT within sixty (60) days after written notice that the same has not been paid as required herein; (3) The TIMES UNION fails in any material respect to perform of any of the other terms, covenants and conditions of this AGREEMENT (a “Non-Monetary Default") to be observed and performed by the TIMES UNION (other than one which is the subject of another event of default hereunder) for more than thirty (30) days after notice of such Non-Monetary Default, unless such failure requires work to be performed, acts to be done or conditions to be removed which cannot, by their nature, reasonably be performed done or removed within such thirty (30) day period, in which case no event of default hereunder shall exist as long as the Sponsor shall have commenced curing the same within such thirty (30) day period and shall diligently and continuously pursue the same to completion within a reasonable period of time from said notice;Hearst Draft February 2, 2016 (4) The TIMES UNION should seek or consent to the filing or entry of, an order for relief in any bankruptcy proceeding, or be adjudicated a bankrupt or make a general assignment for the benefit of creditors; (5) An involuntary bankruptey proceeding shall be commenced against The TIMES UNION and such proceeding shall not be terminated within one hundred and twenty (120) days from the date of the commencement of such proceeding; (6) A receiver, liquidator, trustee or custodian shall be appointed for the TIMES UNION or any of the TIMES UNION’ property or businesses; (7 Any action or proceeding is commenced for the dissolution or liquidation of the TIMES UNION, whether instituted by or against the TIMES UNION; or (8) The TIMES UNION website and/or the CENTER website is inoperable for any consecutive 360 hour period. In such event, no cure provisions under this Article shall apply beyond the 360 hour period, and the provisions of Seetion 28. (C) shall apply to such failure. (B) An event of default by the COUNTY and/or SMG under this AGREEMENT shall have occurred (@ any representation, warranty or other written statement made by or on behalf of the COUNTY and/or SMG contained in this AGREEMENT shall have been false or misleading in any material respect when made, and such inaccuracy has or is reasonably likely to have a material adverse effect oon the transactions contemplated by this AGREEMENT or the COUNTY OR SMG’s ability to perform its obligations hereunder. COUNTY or SMG fails in any material respect to perform of any of the terms, covenants and conditions of this AGREEMENT to be observed and performed by the COUNTY or SMG for more than thirty (30) days after notice of such failure, unless such failuce requires work to be performed, acts to be done or conditions to be removed which cannot, by their nature, reasonably be performed done or removed within such thirty (30) day period, in whieh case no event of default hereunder shall exist as long as the COUNTY and SMG shall have commenced curing the same within such thirty (30) day period and shall diligently and continuously pursue the same to completion within a reasonable period of time from said notice. (iii) The COUNTY OR SMG should seek or consent to the filing or entry of, an order For relief in any bankruptey proceeding, or be adjudicated a bankrupt or make a general assignment for the benefit of creditors; (iv) An involuntary bankruptcy proceeding shall be commenced against the COUNTY OR SMG and such proceeding shall not be terminated within one hundred and twenty (120) days from the date of the commencement of such proceeding; (v) A receiver, liquidator, trustee or custodian shall be appointed for the COUNTY OR SMG or any of the COUNTY’S OR SMG’s property or businesses;Hearst Draft February 2, 2016 (vi) Any action or proceeding is commenced for the dissolution or liquidation of the COUNTY OR SMG, whether instituted by ot against the COUNTY OR SMG; or (vii) The CENTER website is inoperable for any consecutive 360 hour period. In such event, no cure provisions under this Article shall apply beyond the 360 hour period, and the provisions of Section 28.1(C) shall apply to such failure. (C) Novwithstanding the provisions of Section 28.1 (A) or (B) hereof, if by reason of force majeure (as hereinafter defined) either the TIMES UNION or the COUNTY hereto shail be unable, in whole or in part, to carry out its obligations under this AGREEMENT and if such Party shall give notice and full particulars of such force majeure in writing to the other Party and to SMG within a reasonable time after the occurrence of the event or cause relied upon, the obligations under this AGREEMENT of the Party giving such notice so far as they are affected by such force majeure, shall be suspended during the continuance of the inability, which shall include a reasonable time for the removal of the effect thereof. The suspension of such obligations for such period pursuant to this subsection (C) shall not be deemed an event of default under this Article, provided, however, that if such force majeure event lasts for six (6) months or more, the party whose performance is not being excused by such event may terminate this AGREEMENT. The term “force majeure” as used herein shall include acts of God, acts of public enemies or terrorists, orders of any kind of goverment authority or any civil or military authority, hurricanes, storms, floods, washouts, restraint of government and people, explosions, entire failure of utilities, 28.2 Notwithstanding the provisions of Section 28.1 (C) herein, the TIMES UNION shall not be entitled to a reduction or offset to any fees or other obligations pursuant to this AGREEMENT as a result of the cancellation of any event at the CENTER, loss or addition of any franchise at the CENTER, or loss or addition of tenants at the CENTER during the term of this AGREEMENT, However, (i) if an event sponsored by the TIMES UNION pursuant to the Promotional Events as set forth in Article 4 herein is canceled or otherwise does not occur, then SMG and the TIMES UNION shall mutually agree on a comparable event for sponsorship or a reasonable reduction in the fees payable by the TIMES UNION under this AGREEMENT, and (ii) any force majeure event lasts more than a month the TIMES UNION shall be entitled to an offset of the annual fees required to be paid by the TIMES UNION pursuant to this AGREEMENT for such period. Article 29. Certain Remedies On Defaul 29.1 Upon the occurrence of a TIMES UNION default as defined in Section 28.1 (A) herein, and at any time thereafter during the continuance of such default, the COUNTY shall have the right at any time to terminate this AGREEMENT. Upon the occurrence of a default on behalf of the COUNTY and/or SMG as defined in Section 28.1 (B) herein, and at any time thereafter during the continuance of such default, the TIMES UNION shall have the right at any time to terminate this AGREEMENT. 29.2 The foregoing remedies are in addition to and not in lieu or limitation of any other rights or remedies, which the COUNTY or TIMES UNION may have, at law or in equity. 29.3 In the event this AGREEMENT is terminated, the Naming Rights granted in Article 3.1 hereofHearst Draft February 2, 2016 shall be null and void. Article 30, SMG Acceptance Provisions. 30,1 The PARTIES recognize and accept the obligations and rights of SMG set forth in this AGREEMENT. 30.2 SMG recognizes and accepts the obligations and rights set forth in this AGREEMENT as such obligations and rights affect its responsibilities as the COUNTY’s managing agent of the CENTER, 30.3 To the extent of any conflict between the terms and conditions of this AGREEMENT and the terms and conditions of the contract between the COUNTY and SMG for managing the CENTER, the terms and conditions of this AGREEMENT shall take precedence. Article 31. Integration Clause, ‘This AGREEMENT constitutes the entire understanding of the PARTIES to it and the PARTIES agree that there are no understandings, representations or warranties, either express or implied, whether written or oral, made by either PARTY except as may be expressly set forth herein. Article 32. Document Incorporation and Order of Precedence 32.1 This AGREEMENT consists of: a, the body of this AGREEMENT (ic., that portion preceding the signature of the PARTIES execution) and any amendments; and b. the following Documents which are incorporated by reference into this AGREEMENT: Recommendation to the Albany County Legislature from the Albany County Executive, if any; Resolution Number of the Albany County Legislature, adopted; and ¢. any Exhibits to this Agreement. 32.2, In the event of any inconsistency in or conflict among the document elements of this AGREEMENT identified in this paragraph, such inconsistency or conflict shall be resolved by iving precedence fo the document elements in the following order: a. First, amendments to the body of the AGREEMENT; b, Second, the body of the AGREEMENT, including any Exhibits to this Agreement. THIS SPACE INTENTIONALLY LEFT BLANKHearst Draft February 2, 2016 IN WITNESS WHEREOF, this AGREEMENT has been executed by the COUNTY, acting by and through the Albany County Executive, and the TIMES UNION, by and through a duly authorized officer, and SMG, by and through a duly authorized officer, effective the day and year first above written, COUNTY OF ALBANY BY: Daniel P McCoy Albany County Executive BY: Philip F. Calderone Deputy County Executive Date: SMG BY: John Burns Senior Vice President & CFO Date: CAPITAL NEWSPAPERS DIVISION OF THE HEARST CORPORATION BY: George Publisher Hearst Uf Date:Hearst Draft February 2, 2016 STATE OF NEW YORK) COUNTY OF ALBANY) $S.: On the day + 2016, before me, the undersigned, personally appeared __ personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged {o me that he executed the same in his capacity, and that by his signature on the instrument, the individual, of the person upon behalf of which the individual acted, executed the instrument, NOTARY PUBLIC STATE OF NEW YORK) COUNTY OF ALBANY) SS.: On the ___ day , 2016, before me, the undersigned, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. NOTARY PUBLIC STATE OF NEW YORK ) COUNTY OF ALBANY ) SS.: On the __ day » 2016 before me, the undersigned, personally appeared personally Known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrament and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/ber/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument, NOTARY PUBLIC STATE OF NEW YORK) COUNTY OF ALBANY) SS.: On the ___ day » 2016, before me, the undersigned, personally appeared personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument. NOTARY PUBLICHearst Draft February 2, 2016 Exhibit A Loco TIMES UNION CENTERane Exhibit B LOCATIONS OF LED SIGNS. (see attached) Hearst Draft February 2, 2016Hearst Draft February 2, 2016 Exhibit C INSURANCE COVERAGE, The kinds and amounts of insurance to be provided are as follows: |. Workers’ Compensation and Employers Liability Insurance: A policy or policies providing Protection for employees in the event of job related injuries or a waiver of the requirements of this insurance with such waiver to be issued by New York State, Workers’ Compensation insurance as Prescribed by the law of the State or Nation in which the work is performed; and Employer's Liability insurance with limits of at least $500,000 for each occurrence. 2, Automobile Liability Insurance: A policy or policies with the limits of not less than $1,000,000 for each accident because of bodily injury, sickness or disease, including death at any time, resulting there from, sustained by any person caused by accident, and arising out of the ownership, maintenance or use of any automobiles; and with the limits of $1,000,000 for damage because of injury to oF destruction of property, including the loss of the use thereof, caused by accident and arising out of the ownership, maintenance of tse of any automobiles, 3. General Liability Insurance: A policy or policies including comprehensive form, personal injury, contractual, products/completed operations, premises operations and broad form property insurance shail be furnished with limits of not less than those listed below and $5,000,000 in the aggregate: Liability for: Combined Single Limit for Each Occurrence: Bodily Injury $2,000,000. Property Damage $2,000,000. Personal Injury $2,000,000, 4, Errors and Omissions or Professional Liability Insurance in the amount of at least $2,000,000 for each occurrence. 5, Umbrella Liability Insurance in the amount of at least $5,000,000 for each occurrence and $5,000,000 in the aggregate.