Bismarck Community Bowl
Naming Rights Agreement
This Agreement (Agreement) is between MDU Resources Group, Inc., a Delaware corporation
(MDUR), the Bismarck Community Bowl Authority (Authority), as constituted under a 1994 Joint Powers
Agreement (JPA) entered into by the North Dakota State Board of Higher Education (SBHE), the Bismarck
Public School District No. 1 and the Board of Park Commissioners of the City of Bismarck, as amended
(most recently in 2009), and the SBHE (collectively the Parties).
WHEREAS, the Authority includes representatives of the SBHE and Bismarck State College (BSC),
Bismarck School District No. 1, Board of Park Commissioners of the City of Bismarck, University of Mary,
St. Mary’s High School and the City of Bismarck (collectively the Representatives) and is delegated
authority under the JPA to manage and operate the Bismarck Community Bowl (Bowl), which includes
the stadium, spectator center, field and adjacent grounds.
WHEREAS, the Authority is seeking to raise funds to upgrade and renovate the Bowl
(Improvements);
WHEREAS, the Authority desires to convey certain naming and advertising rights and other
ancillary benefits related thereto to MDUR in exchange for MDUR’s support of the Improvements;
WHEREAS, the MDUR desires to obtain certain naming and advertising rights and other ancillary
benefits from the Authority; and
WHEREAS, the Bowl is located on the BSC campus and is owned by the SBHE, and SBHE approval
is required to name SBHE buildings and facilities, including stadiums and athletic fields,
NOW, THEREFORE, in consideration of the mutual promises contained herein, the sufficiency of
which is hereby acknowledged, the Parties agree as follows:
1. Rights and Licenses. During the Term of this Agreement, the Authority and SBHE hereby
grant to MDUR the following exclusive rights and licenses:
a. To change the name of the Bowl to the MDU Resources Community Bowl;
b. To place MDUR’s name and logo on the upper level of the spectator center (front
and back). The Authority agrees not to permit any person or entity to have a sign or
display on the upper levels of the spectator center which is larger than MDUR’s;
c. To place MDUR’s logo on the field;
d. To place a ground sign identifying MDUR as the Bowl sponsor at the entrances to
the Bowl;
e. To place signs at the Edwards and Canary Avenue locations and the south Bowl
entrance location;
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f.
To place rotating advertisements on new digital signs that will be installed as part of
the Improvements to the Bowl for a five (5) year term beginning on August 1, 2012,
with an option to renew for an additional five (5) year term.
g. The cost associated with items (a) – (f) above is included as part of the
Consideration being paid by MDUR. The Authority, therefore, agrees to pay for all
costs associated with items (a) – (f) with the exception of the cost of the design of
the signs, logos and advertising which will be the sole responsibility of MDUR. The
final design and placement of the signs and logos will be determined by the Parties.
The Parties agree to act in good faith to agree upon the exact size, location and
design of the signs and logos.
h. The exclusive right to use a suite on the top floor of the spectator facility for a five
(5) year term beginning August 1, 2012. Use of the suite will be at MDUR’s
discretion.
i. MDUR, at its discretion, shall have the option to purchase up to twenty (20)
tickets for each event held at the Bowl.
ii. Food and beverage service for the suite will be available for purchase
through an approved vendor. Details of the vendor contract will be
determined in cooperation with BSC before the renovated Bowl opens in
2012.
iii. MDUR shall have the option to renew its license to use the suite for an
additional five (5) year term for the sum of $100,000, payable August 1,
2017. MDUR shall notify the Authority of its intent to renew its option to
use the suite by January 1, 2017.
2. Term. MDUR is granted the exclusive rights set forth in subsections 1(a) – 1(h) for a term of
ten (10) years (unless specifically noted otherwise) beginning August 1, 2012 and continuing
to July 31, 2022 (Term). MDUR shall have an option to extend these exclusive rights for an
additional ten (10) year term beginning August 1, 2022 and ending July 31, 2032.
Consideration for this extension shall be $1,000,000 payable in five (5) equal annual
payments of $200,000 beginning on August 1, 2022 and each succeeding August 1 through
August 1, 2026. MDUR shall notify the Authority of whether it intends to renew for an
additional ten (10) year term by January 1, 2022.
3. Consideration. The Authority has authorized the Bismarck-Mandan Chamber of Commerce
to act as its agent for purposes of leading the fundraising efforts to upgrade and renovate
the Bowl, as well as collect the proceeds from the fundraising. Therefore, in consideration
of the rights and licenses described herein, MDUR hereby agrees to pay to the BismarckMandan Chamber Foundation $2,000,000; $1,700,000 will be paid in cash in eight (8) equal
annual payments of $200,000 beginning on September 1, 2011 and each succeeding August
1 through 2018, with a final $100,000 contribution made on August 1, 2019, and $300,000
will be provided as an in-kind contribution which may include concrete, ready mix and/or
colored rock from MDUR subsidiary Knife River Corporation. It is anticipated the in-kind
contribution will be made in June or July of 2012.
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4. Authority. The Parties represent and warrant that they each have the requisite right, power
and authority to enter into this Agreement and that the consent of no other person or entity
is required for the execution or performance of this Agreement. The Authority represents
and warrants that any previous naming rights granted by the Authority have expired.
5.
Identification. The Authority shall use commercially reasonable efforts during the Term to
(i) cause all announcements relating to the Bowl in print or broadcast media to refer to the
Bowl as the MDU Resources Community Bowl, and (ii) identify the Bowl as the MDU
Resources Community Bowl in all official documents and press releases.
6.
Proper Use of MDUR's Name and Logo. The Authority recognizes the great value of the
reputation and goodwill associated with MDUR’s name and logo. Accordingly, the Authority
shall not use, commercially exploit, or permit the use of MDUR’s name or logo in any
manner that is contrary to public morals or which has been found to be deceptive or
misleading or which reflects unfavorably on the good name, goodwill, reputation or image
of MDUR.
7.
Tax. It is the intent of the Parties that the Consideration shall be deductible from federal,
state and local taxes to the fullest extent allowed by law.
8. Indemnification. To the extent permitted under North Dakota law and subject to available
appropriations or liability insurance, the Authority hereby agrees to protect, defend and
indemnify MDUR and its respective officers, directors, shareholders, agents and employees
harmless from and against (i) any and all claims, demands, causes of action, suits and/or
judgments by third parties against MDUR and (ii) any costs or expenses of any nature
whatsoever, including reasonable attorneys fees, incurred by MDUR that arise from, or
relate to, the use, operation, maintenance or management of the Bowl.
9. Liability. The Parties acknowledge and agree that MDUR shall have no control over the
management, operation or maintenance of the Bowl and shall not be liable for any damage
or injury (including death) to any person or property arising from or related to the Bowl.
10. Insurance. The Authority agrees that the Authority or its Representatives shall maintain
liability insurance or a self-insurance policy for a minimum of Two Hundred Fifty Thousand
Dollars ($250,000) per person and Five Hundred Thousand Dollars ($500,000) for injury to
three or more persons during any single occurrence for incidents related to the Bowl. The
Authority or its Representatives shall also maintain all risk property insurance for any
physical loss or damage caused to any part of the Bowl, including but not limited to the
stadium, field, adjacent grounds, signage, lighting, any applicable equipment and any loss of
business income.
11. Dates. The dates set forth herein assume an August 1, 2012 completion date for the
Improvements. In the event the Improvements are not complete by August 1, 2012, the
dates set forth herein shall be modified to reflect the actual completion date.
12. Publicity. The Parties will mutually agree to publicly announce that the Parties have agreed
to have the name of the Bowl changed to the MDU Resources Community Bowl.
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13. Default. In the case of default under this Agreement, the non-defaulting party shall have all
remedies available to it under law or equity, including without limitation, the right to
terminate this Agreement upon thirty (30) days written notice to the defaulting party.
14. Modifications. This Agreement can be modified only in writing signed by each of the parties.
15. Governing Law. This Agreement shall be governed by the laws of the State of North Dakota.
16. Successors and Assigns. The terms of this Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of the Parties.
17. Entire Agreement. This Agreement constitutes the final, complete and exclusive written
expression of the intentions of the parties hereto, and supersedes all previous
communications, representations, agreements, promises or statements, either oral or
written, by either party. If any provision of this Agreements is or becomes unenforceable,
the other provisions shall remain valid and enforceable to the maximum extent possible,
and the parties shall negotiate in good faith an amendment to this Agreement which
substantially reflects the original intent and purpose of this Agreement to the maximum
extent possible.
18. Notices. Any notices or other communication hereunder will be in writing addressed as set
forth below or to such other address as either of the parties shall advise the other in writing:
MDU Resources Group, Inc.
Attn: General Counsel
1200 W. Century Ave.
Bismarck, ND 58503
Bismarck Community Bowl Authority
Attn: President
806 N. Washington Street
Bismarck, ND 58501
State Board of Higher Education
BSC President
1500 Edwards Ave.
Bismarck, ND 58506-5587
This Agreement is executed and effective this 24th day of August, 2011.
MDU Resources Group, Inc.
Bismarck Community Bowl Authority
_______________________
Name: Terry D. Hildestad
Title: President and Chief Executive Officer
______________________________
Name: James Haussler
Title: President
State Board of Higher Education
_______________________
Name: William G. Goetz
Title: Chancellor
ATTEST:__________________________
Name: H. Patrick Seaworth
Title: Secretary and General Counsel
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