Baseball Meeting with Chris Shoen, Jeff Eiseman and LeAnn Hume of Cushman and Wakefield with Mark Coyle and Kevin Satterlee Created by: Melissa Jensen 2pm - 3pm (Mountain Time) Date Mon Sep 22, 2014 ‘Where President's Office Conference Room Description OVERVIEW: President Kustra met Chris Shoen in Atlanta and they discussed a baseball stadium. Chris Shoen is coming to Boise with Jeff Eiseman. LeAnn Hume from Boise will join for the meeting with President Kustra, AD Mark Coyle and VP and General Counsel Kevin Satterlee. EXTERNAL MEETING ATTENDEES: CHRIS SHOEN (pronounced’Shane)’ Managing Principal for Greenstone Properties in Atlanta and investor in Agon Sports & Entertainment. Mr. Shoen was former the CEO of Barry Real Estate ‘Companies. Mr. Shoen is a graduate of the architectural program at Auburn University and earned a PMD degree from Harvard Business School. JEFF EISEMANPresident and Partner for Agon Sports & Entertainment. He was once the general manager for the Aberdeen IronBirds Baseball Team and the Executive VP for Mandalay Baseball Properties in Vegas. He holds a BS, Sports Management from the University of Maryland, LEANN HUME Managing Director for Retail/Investment Specialist for Cushman and Wakefield (a commercial real estate firm). LeAnn has a degree from Boise State University in Psychology. Chris Shoen is LeAnn's client. ABOUT AGON SPORTS & ENTERTAINMENT Agon Sports and Entertainment, was created as a holding company in order to provide executive level management for various minor league baseball assets and ventures within its portfolio and recently acquired the Augusta GreenJackets Professional Baseball Team. Agon also provides consulting services related to sales and operations for strategic partners as well. My Notes— fT JAgon Sports = “8 Entertainment Boise State University ~ Agon Sports & Entertainment ~ Stadium Licensing Agreement Letter of Intent ‘The following components are the framework of a proposed partnership between Agon Sports & Entertainment (ASE), Boise Professional Baseball (BPS) and Boise State University (BSU) as we discussed at our meeting on Thursday, July 6, 2017, and subsequent conversations. It is presumed that SU would be a tenant in the planned downtown Boise Stadium (Venue) under the Stadium Licensing ‘Agreement executed between ASE/BPB and the City of Boise and seek to accommodate dates for BSU Baseball as well as the BSU Women’s Soccer program. Financing - BSU would be granted a seven (7) year lease with three (3) one-year extensions. The following is assumed in this Agreement: ‘a. BSU intends that they would host 25 home games for BSU Baseball annually, plus practices in the late winter and spring. b. BSU intends that they would host 12 fal baseball games to occur in September and October . BSU intends that the women’s soccer program will play 10 games. Their schedule takes place inthe Fal 4. The Boise Hawks currently play 38 regular season home games and may host playoff and championship games as wells occasional AllStar Games. Their season runs mid-June through beginning of September. €. ASE will be providing a United Soccer League (USI) franchise. The USLis the 2° highest league in the United States behind Major League Soccer (MIS). Many of the franchises are either directly owned by their MLS parent club or affliated. The season is typically 16 regular season home matches and 2 friendly home exhibitions. Playoff and Championship games would be additional Venue Management ‘2. BPB will be the primary lease holder and BSU Baseball and Women’s Soccer will be subtenants under a master agreement. Field Conversion/Memorial Stadium As part ofthis agreement, BSU would be provided Operating Rights as a subtenant to ‘Memorial Stadium. (Concurrent with the lease agreement) SU would be responsible forall maintenance and operation of the facility ji. Itis anticipated most practices would be held at Memorial Stadium ii, BSU would be responsible for all utilities and insurance obligations iv. BSU would be able to keep 100% of the revenues derived from BSU events ¥. SU will have full sponsorship control of Memorial Stadium Vi. ASE would still have opportunity to book events at the venue but would be required to restore venue back to how it was received prior to event. ASE would be responsible for pro-rata share of any utilities and supplies it used toaccommodate a ASE event. vii, BSU would pay BPB $25,000 annually for the Operating Rights to Memorial Stadium b. Inthe event of Baseball/Soccer scheduling conflict, BSU Baseball would have ‘opportunity to host the games at Memorial Stadium ©. Its understood that to maximize cost savings for BSU as well as BPB field conversion at the new venue will be kept at a minimum, 4d. Itis estimated that Field Conversion at the new venue will cost about $15,000 to convert from Baseball to Soccer and back to Baseball. This cost is an estimate based on average costs from both the Tulsa Drillers and Reno Aces baseball teams. These two entities own USL clubs and logistically plan for thelr conversions on an average of 10 times annually. The proposed Venue will require the entire infield to be sodded for soccer alone and reskinned for baseball after each conversion. i. BPB anticipates that they will need to convert on average six 6) times annually to accommodate Boise Hawks and USL franchise. From February through mid- June an allowance of three (3) conversions (specific to BSU programming) will be covered in the lease. Additional conversions will be borne by BSU, Stadium Maintenance and Operations at the New Venue 2, BPS will manage and have responsibility for executing standard maintenance and repairs, including the field (everything inside the gates) Utilities - will be included in base rent IT, supplies, ground materials, equipment and labor for all BSU events will be at cost plus 15% and invoiced within 30 days of an event BSU New Venue infrastructure Requirements i. An additional official home locker rooms ~for BSU. All host teams would jointly share common areas outside of changing room/locker room including showers and trainingarea li, One (1) weight room -- shared li, An additional lockable equipment rooms for BSU. iv. The cost of build-out for the dedicated BSU Locker Room and the additional equipment room will be at the expense of BSU and paid as a capital contribution to construction. v. BSU would be able to sell to a benefactor the naming of their locker room. Sponsorships in New Venue a b All fixed/static signage belongs to BPB BSU will have use of the videoboard and LED Ribbon Displays for their sponsorship needs. BSU willbe able to hang banners to accommodate their sponsors (provided they do not cover any of 8PB partners}. BSU will be subject to any exclusivity deals sold by BPB, including pouring rights. This will not preclude conflicting sponsors on the video/led boards but BSU banner displays will be subject to this provision. BSU keeps 100% of their sponsorship sales for their events BSU would not be entitled to any sponsorship dollars sold by APB. BPB does not have the right to sell BSU events as a stand alone, nor does it have any pass-through rights for marks/logos of BSU Athletics.vil, Concessions / Food & Beverage New Venue 2. BPB would control 100% of F&B b. BPB would be responsible to have limited concessions open for BSU Baseball (based on attendance and at BPB's risk). Staffing and menu will be determined based on projected attendance. Ticketing BSU - New Venue a, BSU would receive 100% of all ticketing revenue generated for BSU Baseball or other BSU events. b. BSU will have the right to staff their own box office management or 8P8 can provide in exchange for 10% commission on all BSU Baseball/Women’s Soccer ticket sales it sells and $50 per event. Suite and Club Sales BSU Games at New Venue 2. BPB would receive 100% of suite revenue for BSU events b, BU would be provided a suite for their use for all of their events ©. BSU would receive 100% of Club Seating revenue for BSU events Parking at New Venue a. BPB would keep all parking revenues associated with 8SU events bb. BSU would be provided up to 75 parking spaces for each BSU eventTerm & Fees Downtown Ballpark Seven (7) Years with three (3) one-year renewable options $400,000 per year Memorial Stadium Seven (7) Years with three (3) one-year renewable options $ 25,000 per year Event Fees (cost plus 15% for labor) — ticket takers, ushers, security, Video Operations (if necessary) Field Maintenance ~ supplies and labor (cost plus 15%) for each event Field Conversion ~ beyond allotment ~ COST (TBD) Utilities — included for new stadium Copital Requirement $500,000 This isin anticipation of 2,200 sq ft BSU locker room with an additional 1,000 sq ft of dedicated office, storage, and wet areas. This Capital Requirement is an estimate and willbe chorged to BSU as part of base construction of the venue. Boise State University Date ‘Agon Sports & Entertainment/Boise Hawks Date