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AGREEMENT
This Agreement ("Agreement") is made, entered into and effective as of September 6,
2017 (the "Effective Date...,), by and among Indianapolis. Colts, Inc., a Deiaware corporation,
having an address of 7001 West 5611' Stre¢t, Indianapolis, Indiana 46254 ("Team''), City of
Westfield, Indiana, having an address of2728 E. 171 11 Street, Westfield, Indiana ("Westfield") .
and Ceres Enterprises, LLC, an Ohio limited liability company, having an address of 835 Sharon
Drive, Suite 400} Westlake, Ohio 4414S ("Ceres").
WHEREAS, Team has determined to hold its annual training camp ("Training Camp")
at Grand Park, located in Westfield, Indiana (the "Facility'') for 2018, 2019 and 20~0:
WHEREAS, Westfield will matt~riaJly l)enefit from 'S\,lch training camp being conducted
at the Facility;
WHE~AS, Cetes operates a Cambria I:Iotel and Suites (the "Hotel") located nellr the
Facility at 18592 Carousel Lane, Westfield, IN 46074; and

WHEREAS, eam esires to btain loo&iug an meellng space at the Hotel from Ceres
urmg t e 20 l.R, 2019, and 2020 training camps, for approximately 25 continuous clays dining
ach sue traimng camp, Ceres desires to provide such lodging and meeting space to Team and
Westfield desires to pay part of the cost of such lodging (but no part of such meeting space), all
on the terms and conditions set forth herein;
NOW THEREFORE, fot· good and valuable consideration, the receip.t of which is
hereby acknowledged, the parties to this Agreement hereby agree a$ follows:
I.
Redtals. The foregoing recitals are true and coi'I'ect and are. incorporated by
here.ln.

2.

referenc~

Lodging and Meeting. Space,
2.1
mg h approximately
days of111lming a p in · cb
ana
2010 Cer will make availahle all lodging space, consisnng of 152 guest rooms, al
mmg area.c;, the HQte1 's kitchen, subj.ed to Section 2.7, nd al JC.C.ting space a.t otel t
earn. Outing each such time period, Ceres will not make such lodging or meeting space
available to arty person or entity other than Team. Teani shall 'be respons-ible for
notifying in advance Ceres of all individuals and/or entities who will use Hotel during
each such time period.
orb fore Jauuar · of each calen ·tr year, Team WI notify Ceres in writing o
e a 1cipa da cs for Training Camp during such calendar year (tbe "Team Not1coy'
er
ill bla~kout such dates and reserve all lodgtng and ~eeting sp~ce at the Hotel
during uch dates for Tcam. Team must notify Ceres each calendar year of the actual
dates for Training Camp during such ca:lelldar year within 2 hour after the Nations
FootbaJI League rele.1scs its _preseason schedule. In the event that based on the Team

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 Notice 'Ceres reserves rooms for dates which are not the actual dates of Training Camp
("Other Reserved Dates") and on the Other Reserved Dates the Hotel has fewer occupied
rooms than its standard occupancy, Westfield will, within five days after notice from
Ceres, pay to Ceres an amount equal to the revenue forgone as a result, calculated as (a)
(i) the difference between the typical number of occupied rooms on such date and the
actual number of rooms occupied on such date(s) multiplied by (ii) the standard rate at
Hotel for such rooms; plus (b) for each day, an amount equal to (i) the daily average total
of all ancillary revenue at the Hotel (bar, restaurant, catering, etc.) less (ii) the actual
daily revenue from such ancillary services (the "Foregone Revenue Formula").
2.3
Except with respect to damage or repairs to the Hotel, which will be handled as
set forth in Section 2.6, all guests at the Hotel shall be subject to the Hotel's standard ·
rules, regulations, policies and procedures generally applicable to guests at the Hotel, and
Team shall be responsible for compliance with the foregoing. The foregoing includes,
without limitation, a prohibition on smoking in the Hotel, and violations of such
prohibition result in a $250 charge for the first instance with respect to a particular room
and removal of a guest for the second instance with respect to a particular room.
2.4
Team will be responsible for providing all security at the Hotel during each
applicable period of occupancy by Team, in a manner which is reasonably acceptable to .
Ceres. Any individual not employed by or otherwise affiliated with Team (as detennined
by Team) will be required to present credentials pre-approved by Team in order to gain
access to Hotel during each such period, including without limitation, employees of
Ceres.
2.5
Ceres will provide daily housekeeping for all occupied rooms and meeting spaces
at the Hotel during each period of occupancy by Team, provided that, in the event that a
room occupant does not want housekeeping services, Ceres will not provide such
housekeeping services for up to three continuous days. Ceres shall have the right to enter ·
each room and provide housekeeping services at least every three days, and Team shall
be responsible for ensuring compliance by all occupants with such requirement. Ceres
and Team will work together to develop a mutually agreeable daily towel exchange
procedure.
2.6
Team will be responsible for any damage or repairs to Hotel, including without
limitation, to any furniture, other personal property or fixtures located at Hotel, caused
during or necessary as a result of Team's occupancy, ordinary wear and tear excepted. .
On the last day of Team's occupancy, Ceres will conduct a full inspection of the Hotel,
including without limitation, all guest rooms, meeting space and common areas, and will
prepare a summary of all damage and repairs, along with the CQSts thereof, which will be
invoiced and billed to Team immediately thereafter. Team wm be entitled to have a
representative present for such inspection. IfTeam does not reasonably and in good faith
dispute the itemization and costs, Team .will pay all such amounts billed within 30 days
after receipt of sucJt invoice. If Team reasonably and in good faith disputes any of the
items or costs, the parties will resolve the dispute pursuant. to Paragraph 8.
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 t; .

2.7
Team will have exclusive use of kitchen and dining space each evening between
6:00 PM EDT and 11: P
during Training Camps for Ceres employees to
prepare and serve evening snacks, subject to supervision by Team personnel. Team's
nutritional personnel will be responsible for all food orders and will .effectively
conupunicate with Ceres' personnel with respect to deliveries and menus.
l
reimburse Ceres for all direct labor expense UiC:ulred by Ceres in connection with food ·

n.
3.

Price and Payments.

3.1

Ceres agrees that the rates for guest rooms and meeting space will be as follows:

(a)

Guest rooms:

(b)

(i)

2018 - $1 SO plus applicable sales and other tax per room;

(ii)

20 19 - $1 57 plus applicable sales and other tax per room; and

(iii)

2020 - $164 plus applicable sales and other tax per room.

Meeting space (rates for all meeting space at the Hotel):
(i)

2018- $12,500 plus applicable sales and other taxj

(ii)

2019 - $13,500 plus applicable sales and other tax; and

(iii)

2020- $14,500 plus applicable sales and other tax.

3.2
To the extent allowable by law, Westfield hereby agrees to pay Ceres an amount
equal to 500.4 of the total amount owed for all guest rooms during each Training Camp
plus all applicable sales and other tax on such guest rooms and meeting space. \.l!iDID:i)
pepy die
t
cb · at east
ys R'10f to
beginnin
of Training Camp
. As a result, Westfield will make the following payments ·
for each Training Camp during the term of this Agreement:
(a)

018· $353,400 pi

appli.cable BAl

d

(b)

2019: $369,892 plus applicable sales and other tax; and

(c)

2020: $386,384 plus applicable sales and other tax.

All applicable taxes, including without limitation, sales, use, bed, innkeepers and similar ·
taxes, will be paid by Westfield who may utilize its tax exempt status to do so, to the
extent allowable by law. Taxes payable as a result of payments made by Team will be
paid by Westfield concurrently With the payments by Team. Westfield agrees to use good
faith best efforts to include the payments described herein in its annual budget and to
appropriate amounts sufficient for the same each year. If after such efforts Westfield is
unable to make available such funds for a year during the tenn of this Agreement, Team
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 shall have the right to pay such funds for such year, in which case this Agreement shall ,
continue in full force and effect. In the event that Westfield has not provided Ceres with
reasonable assurance that such funds will be available by January 1 of any year during
the term of this Agreement and Team has .not agreed by such January 1 to make a
payment equal to any shortfall, then Ceres shall have the right to terminate this
Agreement, effective immediately, without further obligation, liability or penalty.
3.3
Team will pay the remaining SO% of the total amount owed for all guest rooms
and the full amount owed for meeting space during each Training Camp in equal weekly
payments during such Training Camp, with payments due on each Friday of the ·
applicable Training Camp. As a result, Team will make the following payments for each
Training Camp during the tenn of this Agreement:
(a)

2018: $297,500;

(b)

2019: $311,800; and

(c)

2020: $326,000.

4.
Term and Termination. The term of this Agreement begins on the Effective Date and
end on the day following Training Camp in 2020. This Agreement may be only be terminated
by Team or Ceres as a result of a material breach by Team, Ceres or Westfield which breach
remains uncured five days following written notice by the party deslring to terminate the
contract to all other parties hereto, or as set forth in Section 3.2. Notwithstanding the
foregoing, in the event that Team will locate a Training Camp at a location .other than the
Facility (or a future site related to the Facility if the Facility expands), Team may terminate
this Agreement on written notice to Ceres and Westfield, provided that, Westfield and Team
shall be required to pay Ceres an amount equal to all foregone revenue calculated pursuant to
the Foregone Revenue Formula set forth in Section 2.2 of this Agreement.
S.
ConfldentiaUtv. The parties recognize that, during the course of this Agreement, each
party may have access to the other parties' trade secrets and other proprietary or confidential
information and the trade secrets and proprietary or confidential information of the subsidiary
and affiliated entities of each party, Therefore, in order to preserve the trade secrets and other
proprietary or confidential infonnation of each party, each party agrees that during and
subsequent to the term of this Agreement, aU knowledge and information not known to the ·
public respecting another party's trade secrets and other proprietary or confidential information
existing as of the Effective Date or developed during this Agreement (collectively, "Confidential
Infonnation"), shall be and remain the property of the disclosing party, and shall be held by the
receiving party as strictly confidential. Confidential Information shall not include any
infonnation that at the time of disclosure to -the receiving party is generally available to the
public; information that after disclosure to the receiving party becomes generally available to the
public, other than through any act or omission in breach of this Agreement or any other
agreement of confidentiality; and information rightfully received by or from third parties who .
did not obtain such information under any obligation of secrecy to the owner of the Confidential
Information. The receiving party shall not directly or indirectly disclose to any third party or use
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 the Confidentiallnfonnation without the owning party's prior express written permission. The
receiving party will, immediately upon the disclosing party's request, return or destroy all
Confidential Infonnation and any copies thereof in the receiving party's possession or control.

an

6. . Independent Contractors. Each party is independent contractor and is not an agent,
employee, joirit venturer or partner of the other party. Each party shall ~e solely responsible for
payment of all taxes, fees and assessments associated with the payment to .it of the fees paid
pursuant thjs Agreement, including, but not limit~ to, ·state, federal ~d local income, self
employment, Social Security and/or Medicare taxes associated with th~ fees, whether related to
employment or otherwise; and each party shall indemnify and hold the other party harmless.from
and against any claims for taxes, interest andlor.penalties, however denominated, made by taxing
authoriqes in respect to such party's activities under or related to this Agreement.
7.
lndemnifieation. To the fullest extent allowed by law, Teani shall defend, indemnify
and hold hannless Ceres and any of Ceres's subsidiaries, affiliates, employees, officers, directors
and agents ("Ceres Indenmified Parties") from and against any and all losses, liabilities,
damages, claims, royalties, fines, penalties, costs and expenses (including, but not limited to,
attorneys' fees and expenses, whether incurred in defending such a claim, in enforcing this
agreement, or otherwise) ("Claims 11) arising out of, relating to, or resulting from any of the
following: (i) a breach of this Agreement by Team or any representative of Team; or (ii) the use
or occupancy of the Hotel by Team, any representative of Team and/or any other person
authorized to be on the premises of the Hotel by Team, unless such Claim results solely from the ·
willful misconduct of Ceres.
8.
·Dispute Resolution. If any controversy, 4i,spute, or claim arises among the Parties with
respect to this Agreement, the Parties shall exhaust all commercially reasonable means to resolve
the matter amicably and in good faith. If they are unsuccessful, the controversy, dispute, or claim
shall be resolved in accordance with the choice of law, jurisdiction, and venue provisions of
Section 17. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY
CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO .
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY
IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY
HAVE TO A TRIAL BY JURY IN RESPECT .OF ANY LITIGATION DIRECTLY OR
INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY
ACKNOWLEDGES -THAT IT UNDERSTANDS AND HAS CONSIDERED THE
IMPLICATIONS OF THIS WAIVER AND MAKES THIS WAIVER VOLUNTARILY.
9.
NFL Rules. This Agreement is subject to, subordinate to, and must at all times be in
compliance with NFL Rules.. Team represents and warrants that as of the Effective Date this ·
Agreement complies with NFL Rules For purposes of this Agreement, '.'NFL Rules" means the
NFL's Constitution, By-Laws, rules, regulations, policies, and agreements, in each case as
amended and in effect from time to time. If a change in the NFL Rules causes either Party to be
unable to perfonn any portion of this Agreement, the Parties will negotiate in good faith to
detelllline an alternative item or means of performance or recompense, which shall include
payment to Ceres of an amount equal to any reduction in the amounts it otherwise would have

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 received hereunder and/or an amount equal to any pJ;ofit lost by Ceres due to any resulting
increase in cost to fulfill its obligations hereunder.
10.
Foree Majeure. Neither Team nor Ceres shall be deemed to have breached this
Agreement solely as a result of any delay, f&:ilure in performance or inteiTUption of service
resulting directly or indirectly from any act of God, action of the elements, fire, accident, riot,
interruption of power or water, act of war, act of terrorism, invasion, strike, labor dispute,
lockout, civil commotion, enactment of laws or other casualty or cause, whether similar or .
dissimilar, arising in a manner beyond the reasonable con1rol of the party. required to perform
and without such party's negligence or willful misconduct (each a "Force Majeure Condition..).
Team or Ceres shall be entitled to terminate this Agreement immediately upon the occurrence of
a Force Majeure Condition that significantly delays or cancels the commencement of a Training
Camp Period or that renders Westfield unable, in the reasonable judgment of the terminating
party, to provide the facilities and services to be provided for Training Camp, but such
tennination shall be subject to the payment set forth in Section 4. This provision sha11 not apply
if the commencement of any Training Camp Period is cancelled or significantly delayed as a
consequence of an NFL work stoppage.
11.
Assignment. No party may assign or delegate its rights or obligations under this
Agreement without the prior written consent of the other parties.
12.

Amendment. This Agreement may not be amended or modified except in. writing and
sign~ by the parties.
13.
~· All notices relating to this Agreement will be given by first class mail or courier
to the addresses set forth above.
14.
Seyerability. In the event any term or provision of this Agreem~nt is found to be in
violation of the law, it shall be severed from this Agreement, shall be deemed null and void, and
shall not affect the validity of any other term or provision of this Agreement except where
prohibited by law.
15.
Waiver. The failure of a party to exercise any right hereunder shall not be deemed to be
a waiver of such right. Any waiver made in writing in respect of any breach of a provision .
hereof shall be valid but shall not be construed to be a waiver of any succeeding breach of such a
provision or waiver of the provision itself.
16.
Entire Agreement. This Agreement represents the entire understanding between the
parties relating to its subject matter and tenninates and replaces all prior written or oral
agreements relating to such subject matter. There are no representations, warranties, agreements
or understandings between the parties related to the subject matter of this Agreement that are not
contained in this Agreement.
17.
Governing Law and Jurlsdiedoil. The parties agree that (i) the laws of the State of
Indiana shall govern the interpretation and enforcement of this Agreement and alJ disputes
arising from or as a result of this Agreement and (ii) the federal and state courts located in
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 Marion County, Indiana shall have exclusive jurisdiction over all such disputes, and the parties
consent to such personal jurisdiction.
(Signatures on'Following Page]

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 In acceptance of the Agreement above:

"TEAM"
INDIANAPOLIS COLTS, INC.

"Westfield"
CITY OF WESTFIELD

By:,~e
~---=----Pete Ward, Chief Operating Officer

"CERES"
CERES ENTERPRISES, LLC

By:~~
David Crisafij '

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