COOPERATIVE ENDEAVOR AGREEMENT AMONG CITY OF NEW ORLEANS AND NATIONAL FOOTBALL LEAGUE AND ORLEANS PARISH SCHOOL BOARD AND REGIONAL TRANSIT AUTHORITY AND NEW ORLEANS TOURISM MARKETING CORPORATION THIS COOPERATIVE ENDEAVOR AGREEMENT (the "Agreement") is made and entered into on this mmffifday of 2013 (the "Effective Date"), by and among the City of New Orleans, represented by Mitchell J. Landrieu, Mayor (the "City"), the National Football League (the Orleans Parish School Board (the Regional Transit Authority (the and New Orleans Tourism Marketing Corporation. (the (collectively referred to as "Collecting Parties"). WHEREAS, pursuant Article 7, Section l4(C) of the Louisiana Constitution of 1974, and related statutes, and Section 9-314 of the Home Rule Charter of the City of New Orleans, the City may enter into cooperative endeavors with any public or private corporation, association, or individual with regard to cooperative financing and other economic development activities, the procurement and development of immovable property, joint planning and implementation of public works, the joint use of facilities, joint research and program implementation activities, joint funding initiatives, and other similar activities in support of public education, community development, housing rehabilitation, economic growth, and other public purposes; WHEREAS, the National Football League owns, produces, and controls the annual professional football championship game known as the "Super Bowl" and related events associated with Super Bowl XLVII scheduled to be hosted in New Orleans, Louisiana on February 3, 2013; and WHEREAS, the OPSB is a political subdivision of the State of Louisiana; and WHEREAS, the RTA is a body politic and corporate and a political subdivision of the State of Louisiana authorized to maintain and administer a transit system within the Parishes of Orleans, Jefferson, and St. Tammany; and WHEREAS, the NOTMC is a private economic development corporation created under Louisiana State Law to foster jobs and economic growth by developing the tourism industry in New Orleans; and WHEREAS, the City serves as agent for the Collecting Parties to administer the collection and enforcement of the Orleans Parish sales and use taxes authorized by the voters of the Parish of Orleans. The City remits to the Collecting Parties their percentage allocation of the sales and use taxes less a percentage retention of the funds for the expense of collecting said taxes; and WHEREAS, hosting Super Bowl XLVII and related official events serves valuable public purposes for the City and the Collecting Parties, including economic growth, community development, employment opportunities, among others; and WHEREAS, the NFL places certain obligations and restrictions on the City in its hosting of Super Bowl XLVII, one of which is the requirement tha.t neither the NFL (and its Affiliates) nor any of the NFL affiliated not-for--prof1t charitable organizations, clubs or any other entity which the NFL deems to be an Affiliate shall be subject to any City or Orleans Parish taxes, including income, gross receipt, franchise, payroll, sales, use, admission, or occupancy taxes up to thirty (30) days before staging Super Bowl and WHEREAS, the City, and NFL and the Collecting Parties desire to memorialize the rebate procedures ("Super Bowl City Tax Rebate Plan") relating to any and all qualifying City taxes paidby the NFL and its Affiliates and collected during the time period including October 1, 2012 through February 10, 2013 relating to the staging of Super Bowl XLVII. NOW THEREFORE, the City, the NFL and the Collecting Parties each having the authority to do so, agree as follows: I. COOPERATIVE ENDEAVOR OBLIGATIONS Relating to Article VII, Section 14 of the Louisiana Constitution. In entering into this agreement it is not the intent of the City, the Collecting Parties or the NFL to enter into a gratuitous transfer of public funds because such parties expect that hosting the Super Bowl will be an "Economic Development Project" within the meaning of La. R.S. 339038.34, and that they will each receive something of value in return for the performance of their obligations hereunder, which is the promotion of economic development in the City, the creation of jobs, enhancement of the property tax and sales tax base of the City, and the generation of revenues in and for the City. II. DEFINITIONS For purposes of this Cooperative Endeavor Agreement, the following terms shall mean: 1. shall mean and include: a. National Football League National Football League Management Council NFL Ventures, L.P. NFL Ventures, Inc. NFL Productions LLC NFL Enterprises LLC 2. 3. g. NFL Properties LLC h. NFL International LLC i. NFL Productions, Inc. NFL Network Services, Inc. k. NFL Member Clubs "Applicable Time Period" shall include October 1, 2012 through February 10, 2013. "Qz.zaIi'jfving Purchase" shall mean a purchase made during the Applicable Time Period from an Orleans Parish merchant of tangible personal property, food and beverage (expressly excluding alcoholic beverages), or taxable service from an Orleans Parish retail merchant, food and beverage provider, hotel, event planner or other service provider and billed directly to the NFL relating to the Super Bowl and the Super Bowl Halftime Show preparation and/or staging events. An illustrative list of qualifying and excluded Qualifying Purchases is outlined on Exhibit A. "Receipt Packages" shall mean invoices, wire records or receipts retained by th.e NFL or its Affiliates for Qualifying Purchases broken down into the following Categories and presented to the City as such: 1) Hotel Room Rate and Lodging Receipts; 2) Personal Property Receipts; 3) Super Bowl Event receipts, including food and beverage, taxable services including venue rental, catering services, and event planning, which may include staging of the Super Bowl, the Super Bowl Halftime Show, the NFL Experience Tailgate and temporary construction related to the Super Bowl staging, Super Bowl Halftime Show or NFL Experience. The total amount payable by the City for all Qualifying Purchases collectively shall not exceed $800,000.00. "Super Bowl City Tax Rebate Request" shall mean the required docuinentation which must accompany Receipt Packages under the Super Bowl City Tax Rebate Plan and is attached hereto as Exhibit B. OBLIGATIONS OF THE PARTIES Obligations of the NFL The NFL hereby agrees to: At least sixty (60) days prior to the staging of Super Bowl XLVII, provide to the City a complete and final list of NFL Affiliates, which will include any and all companies and organizations permitted to participate in the Super Bowl City Tax Rebate Plan. Pay all levied City and Orleans Parish sales and use taxes during the Applicable Tirne Period. . Present any and all Receipts Packages for Qualifying Purchases and the accompanying Super Bowl City Tax Rebate Request no later than one hundred and twenty days (120) after the staging of Super Bowl XLVII (no later than June 4, 2013) to: The Bureau of Revenue 1300 Perdido Street, Room lwl5 New Orleans, LA 70l 12 The NFL acknowledges that receipts for Qualifying Purchases will not be considered for reimbursement by the Bureau of Revenue without an accompanying Super Bowl City Tax Rebate Request. The NFL acknowledges and agrees that it is obligated to present one Receipt Package per Qualifying Purchase Category to the City the total number of Super Bowl City Tax Rebate Requests presented to the City by the NFL shall not exceed three . The NFL acknowledges that the total reimbursable amount payable by the City for Qualifying Purchases under this Agreement shall not exceed $800,000.00. Obligations of the City. The City will: . Levy and collect all sales and use taxes during the Applicable Time Period as required by law; . Remit to the Collecting Parties their percentages of all sales and use taxes imposed during the Applicable Time Period, as required by law; . Collect, review and analyze all Receipt Packages for Qualifying Purchases and Super Bowl City Tax Rebate Requests received no later than one hundred and twenty (l20) days after the staging of Super Bowl XLVII (no later than June 4, 2013); Within ninety (90) days from receipt of the final Super Bowl City Tax Rebate Request and accompanying Receipt Packages, reimburse the NFL all amounts due under this Agreement following the submission of each complete and accurate Super Bowl City Tax Rebate Request. . The City's payment. obligation is subject to and conditioned upon the NFL's satisfactory performance under this Agreement: a. Unless specifically authorized by a validly executed amendrnent, the City is not obligated under any circumstances to pay for any work performed or costs incurred by the NF that: i. Are beyond the scope or duration of this Agreement; ii. The City is not expressly obligated to pay under this Agreement. b. In the event of any dispute as to any portion of the NFL's Super Bowl City Tax Rebate Request, the City will pay the undisputed portion of the invoice and, with notice to the NFL of the disputed amounts, may withhold payment of the disputed portion of the invoice until the dispute is resolved. No interest will accrue on any withheld, disputed amount. IV. A. 1. REPRESENTATIONS, WARRANTIES AND ACKNOWLEDGEMENTS The NFL represents and warrants to the City that: The NFL has the full power and authority to enter into and execute this Agreement and this Agreement is legally binding upon and enforceable against the NFL in accordance with its terms; The NFL is not aware of any obligation or that would be inconsistent with or in conflict with this Agreement or that would prevent, limit or impair in any way its performance or any obligations hereunder All representations and warranties contained in the Agreement remain true and correct on the date of its signature and that no event has occurred that would constitute a violation or contradiction of any representations and warranties contained in the Agreement. The Collecting Parties Acknowledge that: The City and the Collecting Parties have all requisite power to enter into this Agreement and perform their obligations hereunder and that there are no contracts or obligations in conflict herewith; . The City and the Collecting Parties both hereby represent in reliance upon representations from the City's Director of Finance that the current internal collection process of the City is adequate for the purpose of collecting, classifying, calculating and remitting the reimbursable expenses owed pursuant to this Agreement; . The City will remit to the Collecting Parties all sales and use taxes imposed during the Applicable Time Period, as required by law; .The City will deduct from the Collecting Parties' tax collection remittance each Collecting Parties' percentage of the funds rebated to the NF for Qualifying Receipts during the Applicable Time Period. ADDITIONAL PROVISIONS A. Duration This Agreement shall commence on the Effective Date and shall continue for a period of no more than twelve months, ending three hundred and sixty four (364) days after the Effective Date. B. Termination and Suspension. 1. Terinit-ration for Cause. Either party may terminate this Agreement upon thirty days written notice in the event the other party has breached this Agreement and such party has not cured the breach within such thirty day period. C. Indemnity. l. Duty to Imlemmfiz the City. To the fullest extent permitted by law, the NFL will protect, defend, indemnify, and hold harmless the City and the Collecting Parties, its agents, elected officials, and employees (collectively, the "Indemnified Parties") from and against all claims, demands, actions, liabilities, losses (including, without limitation, economic losses), and costs, arising out of or related to any actual or alleged act or omission in the performance of this Agreement by the NFL, its employees, or any subcontractor. 2. Limit on Duty to Indemmfv. Notwithstanding anything in this Agreement to the contrary, the NFL is not required to indemnify the Indemnified Parties for any loss that results from the gross negligence or willful misconduct of any of the Indemnified Parties. D. Non~Discrimination. 1. Non-Discrimination in Employment. With regard to any hiring or employment decision made in connection with the performance of this Agreement, including without limitation employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other compensation, and selection for training including apprenticeship, the NFL: a. Will not discriminate or retaliate, in fact or in perception, against any employee or person seeking employment on the basis of race, color, national origin, religion, creed, culture, ancestral history, age, gender, sexual orientation, gender identity, marital or domestic partner status, physical or mental disability, or or HIV- status; b. Will take affirmative action to ensure compliance with this section; Will include statements in all solicitations or advertisements for employment that all qualified applicants will receive consideration for employment without regard to race, color, national origin, religion, creed, culture, ancestral history, age, gender, sexual orientation, gender identity, marital or domestic partner status, physical or mental disability, or AIDS-- or l~llV>>status; Will post notices containing the provisions of this section in conspicuous places available to employees and persons seeking employment. 2. Non--~Discriminatioiz. In the performance of this Agreement, the NFL: 3.. Will not discriminate or retaliate, in fact or in perception, on the basis of race, color, national origin, religion, creed, culture, ancestral history, age, gender, sexual orientation, gender identity, marital or domestic partner status, physical or mental disability, or or HlV~--status against: i. Any employee of the City; ii. Any employee of any person working on behalf of the City; or Any person seeking accommodation, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations operated by the NFL. Will comply with and abide all federal, state, and local laws relating to non>> discrimination, including limitation Title VII of the Civil Rights Act of 1964, as amended, Section of the Rehabilitation Act of 1973, and the Americans with Disabilities Act of 1990. 3. The NFL will incorporate the provisions of this Article by reference into all subcontracts relating to the performance of this Agreement. E. Notice. Except for any routine communication, any notice, demand, communication, or request required or permitted under this Agreement will be given in writing and delivered in person or by certified mail, return receipt requested as follows: 1. To the City: The Bureau of Revenue 1300 Perdido Street, Room lwl5 New Orleans, LA 701 12 City Attorney City of New Orleans 1300 Perdido Street, Suite SE03 New Orleans, LA 70112 2. To the NFL: Mr. Bradley Firestone Tax Director VI. National Football League 345 Park Avenue New York, NY 10154 Notices are effective when received, except any notice that is not received due to the intended recipient's refusal or avoidance of delivery is deemed received as of the date of the first attempted delivery. Each party is responsible for notifying the other in writing that references this Agreement of any changes in its address(es) set forth above. MISCELLANEOUS Limitations of the CitV's and NF L's Obligations. Neither the City nor the NFL has any obligations not explicitly set forth in this Agreement. Prohibition Against Financial Interest in Agreement. No elected official or employee of the City shall have a financial interest, direct or indirect, in this Agreement, including through any financial interest held by the spouse, chi.ld, or parent. Any willful violation of this provision, with the expressed or implied knowledge of the NFL, will render this Agreement voidable by the City and shall entitle the City to recover, in addition to any other rights and remedies available to the City, all monies paid by the City to the NFL pursuant to this Agreement without regard to the NFL's satisfactory performance. Non-Solicitation Statement. The NFL swears that it has not employed or retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement. The NFL has not paid or agreed to pay any person, other than a bona fide employee working for it, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from this Agreement. Convicted Felon Statement. The NFL swears that it complies with City Code No principal, member, or officer of the NFL has been convicted of or pled guilty to a felony under state or federal statutes for embezzlement, theft of public funds, bribery, or falsification or destruction of public records in the past five years. Audit and Other Oversight. The NFL will abide by all provisions of City Code 2- 1120, including without limitation City Code which requires the NFL to provide the Office of Inspector General with documents and information as requested. Failure to comply with such requests is a material breach of the Agreement. In signing this Agreement, the NFL agrees that it is subject to the jurisdiction of the Orleans Parish Civil District Court for purposes of challenging a subpoena. .Suhcontractor Reporting. The NFL will provide a list of all persons, natural or artificial, who are retained by the NFL at the time of the Agreemenfs execution and who are expected to perform work as subcontractors in connection with the NFL's work for the city. In regard to any subcontractor proposed to be retained by the NFL to perform K. work on the Agreement with the City, the NFL must provide notice to the City within thirty (30) days of retaining said subcontractor. lf the NFL fails to submit the required lists and notices, the City may, alter thirty (30) days' written notice to the NFL, take such action as may be necessary to cause the suspension of any further payments until such the required lists and notices are submitted. . Non-Exclusivity for the City. The City shall be free to engage the services of other persons for the performance of some or all of the obligations contemplated this Agreement. Acknowledgment of Exclusion of Worker's Compensation Coverage. The NFL expressly agrees and acknowledges that it is an independent contractor as defined in La. R.S. 2321021 and as such, it is expressly agreed and understood between the parties hereto, in entering into this services agreement, that the City shall not be liable to the NFL for any benefits or coverage as provided by the Workmen's Compensation Law of the State of Louisiana, and further, under the provisions of La. R.S. 23:l034, anyone employed by the NFL shall not be considered an employee of the City for the purpose of Workers' Compensation coverage. 2 Acknowledgment of Exclusion of Unemployment Compensation Coverage. The NFL herein expressly declares and acknowledges that it is an independent contractor, and as such is being hired by the City under this Agreement for hire as noted and defined in La. R.S. and therefore, it is expressly declared and understood between the parties hereto, in entering into this services agreement, or agreement for hire, and in connection with unemployment compensation only, that: 1. The NFL has been and will be free from any control or direction by the City over the performance of the services covered by this contract; and 2. Services to be performed by the NFL are outside the normal course and scope of the City's usual business; and 3. The NFL has been independently engaged in performing the services listed herein prior to the date of this agreement. Consequently, neither the NFL nor anyone employed by the NFL shall be considered an employee of the City for the purpose of unemployment compensation coverage, which is expressly waived and excluded. Waiver of Benefits. The City and the NFL agree and understand that the NFL, acting as an independent agent, shall not receive any sick and annual leave, health or life insurance, pension, or other benefits from the City. Jurisdiction. The NFL consents and yields to the jurisdiction of the State Civil Courts of the Parish of Orleans and formally waives any pleas of jurisdiction on account of the R. S. residence elsewhere. Governing Law. Any dispute arising from or relating to this Agreement or the performance of any obligations under this Agreement shall be resolved in accordance with the laws of the State of Louisiana. . Rules of Construction. This Agreement has been reviewed by all parties and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of all parties. The headings and captions of this Agreernent are provided for convenience only and are not intended to have effect in the construction or interpretation of this Agreement. The singular number includes the plural, where appropriate. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved in favor of or against either party on the basis of which party drafted the language. Severability. The parties intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. Accordingly, if a court of competent jurisdiction finds any provision to be unenforceable as written, the court should reform the provision so that it is enforceable to the maximum extent permitted by law. If a court finds any provision is not subject to reformation, that provision shall be fully severable and the remaining provisions of this Agreement shall remain in full force and effect and shall be construed and enforced as if such illegal, invalid, or unenforceable provision was never included, and the remaining provisions of this Agreement shall remain in full force and effect. Survival of Provisions. All representations and warranties and all responsibilities regarding record retention, access, and ownership, cooperation with Office of inspector General investigations, and indemnification shall survive the termination of this Agreement and continue in full force and effect. No Third-Party Beneficiaries. This Agreement is entered into for the exclusive benefit of the City and the NFL, and the City and the NFL expressly disclaim any intent to benefit any person that is not a party to this Agreement. Non-Waiver. The failure of either party to insist upon strict compliance with any provision of this Agreement, to enforce any right, or to seek any remedy upon discovery of any default or breach of the other party shall not affect or be deemed a waiver of any party's right to insist upon compliance with the terms and conditions of the Agreement, to exercise any rights, or to seek any available remedy with respect to any default, breach, or defective performance. Assignment. This Agreement is not assignable by either party unless authorized by a validly executed amendment. Agreement Binding. This Agreement will be binding upon the successors, heir, assigns, and transferees of either party. . Modifications. This Agreement shall not be modified except by written amendment executed by authorized representatives of the parties. . Voluntary Execution. The NFL has read and fully understands the terms, covenants and conditions set forth in this Agreement and is executing the same willingly and voluntarily of its own volition. . Complete Agreement. This Agreement supersedes and replaces any and all prior agreements, negotiations, and discussions between the parties with regard to the terms, obligations, and conditions of this Agreement. . Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in Separate counterparts, each of which when so executed shall be deemed to be an original and all of which, taken together, shall constitute ene and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile (or other coinrnonly-used electronic means shall be as effective as delivery of a manually executed counterpart of this Agreement. IN WITNESS WHEREOF, the City and the NFL, through their duly authorized representatives, execzute this Agreement. CITY OF NEW ORLEANS I .. MITCHELL J. LANDRIEU, MAYOR FORM AND LEGALITY APPROVED: Law Department By: Printed Name: NATIONAL FOOTB LEAGUE BY: . U. 5,2 gmrofl rs REGIONAL RANSIT AUT RITY ORLEANS PARISH SCHOOL BOARD BY: ?2 I BY: REPRESENT REPRESENTATIVE, TITLE ?5 5 NEW ORLEANS TOURISM MARKETING CORPORATION "La -. BY: 32/ REPRESENTATIVE, TITLE IN WITNESS WHEREOF, the City and the NFL, through their duly authorized representatives, execute this Agreement. CITY OF NEW ORLEANS BY: MITCHELL J. LANDRIEU, MAYOR FORM AND LEGALITY APPROVED: Law Department By: Printed Name: NATIONAL FOOTBALL LEAGUE BY: REPRESENTATIVE, TITLE REGIONAL TRANSIT AUTHORITY ORLEAS CHOOL BOARD By; 3' I . F, .. REPRESENTATIVE, TITLE REPRESENTATIVE, TITLE NEW ORLEANS TOURISM MARKETING CORPORATION BY: REPRESENTATIVE, TITLE EXHIBIT A Super Bowl City Tax Rebate Request Qualifying and Excluded Super Bowl Staging Purchases *All expenses/purchases incurred or made outside of Orleans Parish are not "Qualifying Purchases" unless otherwise noted herein Hotel and Lodging Taxes Qualifizirzg.' 1. Room Rates including occupancy tax Excluded: l. Minibar purchases 2. Incidental charges 3. Movies/Pay Per View charges Personal Property Taxes Qualzfizingr 1. Bulk merchandise for Super Bowl staging purchased in Orleans Parish 2. Equipment purchases necessary for Super Bowl staging purchased in Orleans Parish Excluded: 1. Individual personal property purchases at retail merchants or Super Bowl vendors 2. Individual personal property purchases at retail rnerchants outside Orleans Parish Super Bowl Staging Events Taxes QuaZzfi1z'ng.' Halftime production expenses Stadium and temporary construction expenses Superbowl Security Production of NFL Honors expenses Audio/Video/lighting--related expenses Transportation and Parking NFL Experience related expenses NFL Staff Meals (in Orleans Parish) . NFL House expenses 10. Merchandise and Uniforms (first end use in Orleans Parish) Excluded: 1. Alcohol purchases for any and all Super Bowl staging events or Halfiime Show staging 2. All costs, expenses and fees related to individual team events for the Super Bowl other than the NFC and AFC Post Game Meal and Party Uniforms and Mercliandise (first end use outside of Orleans Parish) League Post Game Patty AFC NFC post game meals and parties Friday Night Party NFL on location hospitality NFL Tailgate CITY OF NEW ORLEANS SUPER BOVVL CITY TAX REBATE REQUEST FORM Date of Request: Requesting Entity Name (for remittance of payment): Mailing Address (for remittance of payment): Contact Telephone E-Mail Address: Type of Qualifying Purchase (Hotel and Lodging; Personal Property; Super Bowl Event): Receipts Total: Description of Purchases: Authorized Signature: Date: I certify by my signature that the invoices wire records/ receipts submitted to the City of New Orleans pursuant to the Super Bowl Tax Rebate Plan are true and correct and represent a request for reimbursement of Qualifying Purchases. I certify that all supporting receipts and documentation are attached to this Request Form and that payment has been made for such Qualifying Purchases. The City of New Orleans reserves the right to review all receipts and supporting documentation and to request additional information as may be necessary to verify the validity of the purchases. Bureau of Revenue: Date: Check One: [3 I hereby assert that the receipts and documentation provided herewith is good and sufficient for purposes of issuing a rebate check to the requesting entity listed above. I hereby assert that the receipts and documentation provided herewith are not sufficient for purposes of issuing a rebate check to the requesting entity listed above and I have contacted the requesting entity to obtain additional information. I have advised the requesting entity that a new Super Bowl City Tax Rebate Request Form will be needed to finalize the rebate. Director of Finance: Date: Check One: [3 Approve El Disapprove