IN THE DISTRICT COURT OF APPEAL OF FIRST DISTRICT

CASE NO: 2017 CA 2284; 2017 CA 2368

DCA NO: 1D18-687

REPRESENTATIVE LARRY METZ; SPEAKER OF THE HOUSE RICHARD CORCORAN, ON BEHALF OF THE HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

APPELLANT,

V. FILED FTP ON:

MAT MEDIA, LLC AND CHARLES “PAT” ROBERTS,

APPELLEE, RECORD ON

APPEAL

RECEIVED, 6/11/20181:20PM,Kristina Samuels,FirstDistrict CourtofAppeal FROM THE CIRCUIT COURT OF LEON COUNTY, FLORIDA HONORABLE KAREN GIEVERS

ADAM S. TANENBAUM, ESQ R. TIMOTHY JANSEN, ESQ J. MICHAEL MAIDA, ESQ ADAM J. KOMISAR, ESQ FLORIDA HOUSE OF REPRESENTATIVES 1206 N. DUVAL ST 418 THE CAPITOL TALLAHASSEE, FL 32303-6115 402 S. MONROE ST TALLAHASSEE, FL 32399-1300 MARK HERRON, ESQ THOMAS M. FINDLEY, ESQ P. O. BOX 15579 TALLAHASSEE, FL 32317 ATTORNEY FOR APPELLANT ATTORNEY FOR APPELLEE SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

JUNE 11, 2018 PROGRESS DOCKET 2343 - 2346

NOVEMBER 15, 2017 LEGISLATIVE COMPLAINT TO ENFORCE SUBPOENAS 2347 - 2437

NOVEMBER 27, 2017 NOTICE OF APPEARANCE FILED 2438 - 2440

DECEMBER 06, 2017 ANSWER AND AFFIRMATIVE DEFENSES OF MAT MEDIA, LLC, 2441 - 2455 AND CHARLES “PAT” ROBERTS

DECEMBER 22, 2017 THE SPEAKER’S MOTION FOR JUDGMENT ON THE PLEADINGS 2456 - 2469

DECEMBER 28, 2017 NOTICE OF RELATED CASES AND MOTION TO CONSOLIDATE 2470 - 2473

JANUARY 03, 2018 DEFENDANTS MOTION FOR IN CAMERA REVIEW AND 2474 - 2493 HEARING ON CLAIM THAT DOCUMENTS SUBPOENAED BY THE PUBLIC INTEGRITY AND ETHICS COMMITTEE CONSTITUTE TRADE SECRETS OR PROTECTED BY RIGHT TO PRIVACY

JANUARY 09, 2018 SPEAKER’S OPPOSITION TO MOTION TO CONSOLIDATE 2494 - 2497

JANUARY 09, 2018 NOTICE OF SUPPLEMENTAL AUTHORITY 2498 - 2503

JANUARY 10, 2018 RESPONSE TO SUPPLEMENTAL AUTHORITY 2504 - 2511

JANUARY 12, 2018 DEFENDANTS’ MOTION FOR ORDER DISMISSING LEGISLATIVE 2512 - 2532 COMPLAINT TO ENFORCE SUBPOENAS AS BEING MOOT, OR, IN THE ALTERNATIVE, ORDER PLACING INSTANT ACTION DURING THE PENDANCY OF THE 2018 LEGISLATIVE SESSION

JANUARY 23, 2018 ORDER ON MOTION TO CONSOLIDATE 2533 - 2534

FEBRUARY 05, 2018 ORDER ON CASE MANAGEMENT CONFERENCE 2535 - 2548

FEBRUARY 07, 2018 ORDER SETTING CASE MANAGEMENT CONFERENCE / FINAL 2549 - 2558 EVIDENTIARY HEARING

FEBRUARY 09, 2018 ORDER GRANTING EMERGENCY MOTION TO QUASH 2559 - 2562 SUBPOENA REGARDING ATTENDANCE OF CHAIRMAN LARRY METZ

FEBRUARY 14, 2018 ORDER ON FINAL EVIDENTIARY HEARING AND FINAL 2563 - 2609 JUDGMENT

FEBRUARY 14, 2018 NOTICE OF APPEAL - Recorded (OR 5161.593 / 20180009191) 2610 - 2659

MAY 22, 2018 SUPPLEMENTAL DIRECTIONS TO THE CLERK 2660 - 2663

JUNE 11, 2018 CERTIFICATE 2664

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Printed: 06/11/2018 Leon County Page: 1 Docket Summary - Case Number 2017 CA 002368

Cases Type Status File Date Judge CIRCUIT CML - OTHER CIRCUIT CIVIL CLOSED 11/15/2017 JAMES O SHELFER PARTY INFORMATION I SPEAKER RICHARD CORCORAN PLAINTIFF Attorney: ADAMS TANENBAUM Dismissed Date: 02/25/2018 FLORIDA HOUSE OF REPRESENTATIVES, 418 THE CAPITOL, TALLAHASSEE, FL 32399-1300 PRIMARY: 8507175500

MAT MEDIA LLC DEFENDANT Attorney: PRO SE Dismissed Date: 12/06/2017 Attorney: RTIMOTHYJANSEN Dismissed Date: 02/25/2018 R TIMOTHY JANSEN,P A, 1206 NORTH DUVAL STREET, TALLAHASSEE, FL 32303 SECONDARY: 8502241440 Attorney: ADAM J KOMISAR Dismissed Date: 02/25/2018 1206 NORTH DUVAL ST, TALLAHASSEE, FL 32303 PRIMARY: (850) 224-1440 Attorney: ALBERTTGIMBEL Dismissed Date: 02/25/2018 2618 CENTENNIAL PLACE, TALLAHASSEE, FL 32308 8502220720 Attorney: MARKHERRON Dismissed Date: 02/25/2018 2618 CENTENNIAL PL, TALLAHASSEE, FL 32308 FAX: (850) 224-4359

ROBERTS, CHARLES PATRICK DEFENDANT Attorney: PROSE Dismissed Date: 11/27/2017 Attorney: THOMAS M FINDLEY Dismissed Date: 02/25/2018 101 N. MONROE STREET, SUITE 925, TALLAHASSEE, FL 32301 PRIMARY: 850-425-7525 Attorney: RTIMOTHYJANSEN Dismissed Date: 02/25/2018 R TIMOTHY JANSEN,P A, 1206 NORTH DUVAL STREET, TALLAHASSEE, FL 32303 SECONDARY: 8502241440 Attorney: ROBERT JTELFERIII Dismissed Date: 02/25/2018 2618 CENTENNIAL PLACE, TALLAHASSEE, FL 32308 FAX: (850) 224-4359 Attorney: ADAM J KOMISAR Dismissed Date: 02/25/2018 1206 NORTH DUVAL ST, TALLAHASSEE, FL 32303 PRIMARY: (850) 224-1440 Attorney: ALBERT T GIMBEL Dismissed Date: 02/25/2018 2618 CENTENNIAL PLACE, TALLAHASSEE, FL 32308 8502220720 Attorney: MARKHERRON Dismissed Date: 02/25/2018 2618 CENTENNIAL PL, TALLAHASSEE, FL 32308 FAX: (850) 224-4359

DISPOSITION I Court Type Description: CIRCUIT CIVIL Disposition: CONSOLIDATED WITH ANOTHER CASE Disposition Date: 01/23/2018

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Printed: 06/11/2018 Leon County Page: 2 Docket Summary - Case Number 2017 CA 002368

SCHEDULED EVENTS I Event Type Block Date Start Time Location Judge Result Date Result HEARING 01/11/2018 2:00 pm 365J - CHAMBERS JAMES O SHELFER FEES I Total Waved Amount Date Description Fee Amount Paid Balance 11/15/2017 COMPLAINT $400.00 $400.00 $0.00 $0.00 11/15/2017 SUMMONS ISSUED $10.00 $10.00 $0.00 $0.00 11/15/2017 SUMMONS ISSUED $10.00 $10.00 $0.00 $0.00 Grand Total: $420.00 $420.00 $0.00 $0.00 DOCKET I

Date Docket Description

1 11/15/2017 JUDGE SHELFER, JAMES 0: ASSIGNED

2 11/15/2017 CIVIL COVER SHEET

3 11/15/2017 LEGISLATIVE COMPLAINT TO ENFORCE SUBPOENAS

4 11/15/2017 SUMMONS ISSUED

5 11/15/2017 SUMMONS ISSUED

6 11/21/2017 RETURN OF SERVICE EXECUTED- C.R.

7 11/21/2017 RETURN OF SERVICE EXECUTED- MAT MEDIA LLC

8 11/27/2017 NOTICE OF APPEARANCE FILED

9 12/06/2017 ANSWER AND AFFIRMATIVE DEFENSES OF MAT MEDIA, LLC, AND CHARLES "PAT" ROBERTS

10 12/22/2017 THE SPEAKER'S MOTION FOR JUDGMENT ON THE PLEADINGS

11 12/28/2017 NOTICE OF RELATED CASES AND MOTION TO CONSOLIDATE

12 01/03/2018 DEFENDANTS MOTION FOR IN CAMERA REVIEW AND HEARING ON CLAIM THAT DOCUMENTS SUBPOENAED BY THE PUBLIC INTEGRITY AND ETHICS COMMITTEE CONSTITUTE TRADE SECRETS OR PROTECTED BY RIGHT TO PRIVACY

13 01/03/2018 NOTICE OF HEARING

14 01/05/2018 HEARING SET FOR 01/11/2018 AT 2:00 PM IN 365J, JDG: SHELFER, JAMES 0

15 01/09/2018 SPEAKER'S OPPOSITION TO MOTION TO CONSOLIDATE

16 01/09/2018 NOTICE OF SUPPLEMENTAL AUTHORITY

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Printed: 06/11/2018 Leon County Page: 3 Docket Summary - Case Number 2017 CA 002368

DOCKET

Date Docket Description •

17 01/10/2018 RESPONSE TO SUPPLEMENTAL AUTHORITY

18 01/12/2018 DEFENDANTS' MOTION FOR ORDER DISMISSING LEGISLATIVE COMPLAINT TO ENFORCE SUBPOENAS AS BEING MOOT, OR, IN THE ALTERNATIVE, ORDER PLACING INSTANT ACTION DURING THE PENDANCY OF THE 2018 LEGISLATIVE SESSION

19 01/23/2018 ORDER ON MOTION TO CONSOLIDATE

20 02/05/2018 ORDER ON CASE MANAGEMENT CONFERENCE

21 02/07/2018 ORDER SETTING CASE MANAGEMENT CONFERENCE I FINAL EVIDENTIARY HEARING

22 02/09/2018 ORDER GRANTING EMERGENCY MOTION TO QUASH SUBPOENA REGARDING ATTENDANCE OF CHAIRMAN LARRY METZ

23 02/14/2018 ORDER ON FINAL EVIDENTIARY HEARING AND FINAL JUDGMENT

24 02/14/2018 NOTICE OF APPEAL - Recorded (OR 5161.593 / 20180009191)

25 02/15/2018 EXHIBIT SHEET

26 02/15/2018 EMAIL SENT TO APPEALS DIV. RE SERVICE OF COURT DOCUMENT - 2017 CA 002368, SPEAKER RICHARD CORCORAN VS. MAT MEDIALLC WITH 1 ATTACHMENTS: ATDC CA-2/14/2018

27 02/16/2018 CERTIFIED COPY OF NOTICE OF APPEAL E-FILED TO DCA

28 02/16/2018 EXHIBIT SHEET

29 02/16/2018 COURT EXHIBIT 1

30 02/19/2018 DCA CASE NUMBER 1D18-0687

31 02/19/2018 DCA ORDER, WITHIN 10 DAYS OF THE ORDER FILE AN AMENDED NOTICE OF APPEAL

32 02/20/2018 NOTICE OF FILING- EMAIL FROM THE ATTORNEY'S OFFICE TO THE JAW/ ATTACHMENTS

33 02/25/2018 CASE CLOSED 30 DAYS - PER RJA 2.505(F) DEACTIVATE ATTORNEY for ATT ADAM TANENBAUM on 02/25/2018

34 02/25/2018 CASE CLOSED 30 DAYS -PER RJA2.505(F) DEACTIVATE ATTORNEY for ATT R JANSEN on 02/25/2018

35 02/25/2018 CASE CLOSED 30 DAYS - PER RJA 2.505(F) DEACTIVATE ATTORNEY for ATT ADAM KOMISAR on 02/25/2018

36 02/25/2018 CASE CLOSED 30 DAYS - PER RJA 2.505(F) DEACTIVATE ATTORNEY for ATT ALBERT GIMBEL on 02/25/2018

37 02/25/2018 CASE CLOSED 30 DAYS - PER RJA 2.505(F) DEACTIVATE ATTORNEY for ATT MARK HERRON on 02/25/2018

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Printed: 06/11/2018 Leon County Page: 4 Docket Summary - Case Number 2017 CA 002368

DOCKET

Date Docket Description •

38 02/25/2018 CASE CLOSED 30 DAYS - PER RJA2.505(F) DEACTIVATE ATTORNEY for ATT MARK HERRON on 02/25/2018

39 02/25/2018 CASE CLOSED 30 DAYS - PER RJA 2.505(F) DEACTIVATE ATTORNEY for ATT THOMAS FINDLEY on 02/25/2018

40 02/25/2018 CASE CLOSED 30 DAYS - PER RJA 2.505(F) DEACTIVATE ATTORNEY for ATT ROBERT TELFER on 02/25/2018

41 02/25/2018 CASE CLOSED 30 DAYS - PER RJA 2.505(F) DEACTIVATE ATTORNEY for ATT MARK HERRON on 02/25/2018

42 02/25/2018 CASE CLOSED 30 DAYS - PER RJA 2.505(F) DEACTIVATE ATTORNEY for ATT R JANSEN on 02/25/2018

43 02/25/2018 CASE CLOSED 30 DAYS - PER RJA 2.505(F) DEACTIVATE ATTORNEY for ATT ADAM KOMISAR on 02/25/2018

44 02/25/2018 CASE CLOSED 30 DAYS - PER RJA 2.505(F) DEACTIVATE ATTORNEY for ATT ALBERT GIMBEL on 02/25/2018

45 05/15/2018 ORDER FROM DCAAPPELLANT'S MOTION TO CONSOLIDATE FILE APRIL 30, 2018 IS GRANTED 1N PART

46 05/22/2018 SUPPLEMENTAL DIRECTIONS TO THE CLERK

47 06/11/2018 CERTIFICATE

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 64201075 E-Filed 11/15/2017 07:45:51 AM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA CIRCUIT CIVIL DIVISION

SPEAKER RICHARD CORCORAN ex rel. HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

Plaintiff,

v. Case No. 2017 CA 002368

MAT MEDIA, LLC and CHARLES "PAT" ROBERTS,

Defendants.

LEGISLATIVE COMPLAINT TO ENFORCE SUBPOENAS

The Speaker of the Florida House of Representatives, on behalf of the House Public

Integrity and Ethics Committee ("PIEC"), hereby sues MAT Media, LLC and Charles "Pat"

Roberts pursuant to Article III, section 5, of the Florida Constitution and section 11.143(4)(b),

Florida Statutes, to compel them both to produce all documentary evidence in their possession

or custody as demanded in the committee's lawfully issued subpoenas. In support of the relief

sought, the Speaker alleges as follows:

Introduction

1. The House, in the exercise of its legislative power, utilizes committees to

conduct oversight of the expenditure of public funds and to assess the efficacy of those

expenditures. The House does this as part of its annual development of a general appropriations

bill and its consideration of potential policy changes to guard against waste, fraud, and

corruption. To this end, House committees have broad powers to gather information and

documents and to compel the testimony of witnesses.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

2. The Florida Tourism Industry Marketing Corporation, Inc. d/b/a VISIT

FLORIDA annually receives a specific appropriation of millions of dollars in taxpayer funds.

From 2012 through 2016, VISIT FLORIDA paid millions of public dollars to MAT Media and

Mr. Roberts to create, produce, and place television programming utilizing Florida-based content and hosted by Emeril Lagasse and to produce some ancillary products to support the programming.

3. The House continues to investigate, among other things, the use of public funds for tourism marketing. In particular, the House, through PIEC, seeks information about the implementation of tourism marketing contracts like the ones VISIT FLORIDA had with MAT

Media and Mr. Roberts. These contracts typically obligate the expenditure of public funds in lump sums for certain deliverables but fail to reveal the vendors' expenses and side obligations and benefits in connection with their performance under the contracts. The House continues to consider development of policy changes to inject more transparency and accountability into the process. To this end, PIEC now asks the Court to compel MAT Media and Mr. Roberts to comply with PIEC's subpoenas for documents that relate to their performance under the contracts for which they received significant public funds in return.

Parties

4. The plaintiff is the Speaker of the Florida House of Representatives and is the presiding officer for that institution pursuant to article III, section 2, of the Florida Constitution.

The House's Rule 2.6 empowers the Speaker to initiate suits on behalf of the House, its members, the committee and its employees and agents on a matter of significant interest to the

House.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

5. The Florida House of Representatives is one of the two chambers that make up the , in which the Florida Constitution vests all legislative power of the State.

Art. III,§ 1, Fla. Const. As part of that plenary power, the House and Senate have both the power to appropriate public funds and the power to oversee public expenditures and the value obtained therefor to protect the public interest. In other words, the House, like the Senate, has a continuing duty to ensure that vendors that receive public funds under state contracts operate are accountable to the public. As part of that oversight power, the Legislature has the authority to conduct investigations and "compel attendance of witnesses and production of documents and other evidence upon any matter under investigation before it or any of its committees." See

Art. III, § 5, Fla. Const. Each chamber may confer this authority to its committees. Id.

6. MAT Media, LLC is a Florida limited liability company. Over the years, it has received millions of dollars in public funds to provide certain marketing and advertising services on behalf of the State of Florida. In particular, MAT Media entered into a series of contracts with VISIT FLORIDA to secure television programming with Emeril Lagasse. Those contracts are attached hereto as Exhibit A and incorporated by reference.

7. Charles "Pat" Roberts manages and controls MAT Media. Over the years, he has profited from MAT Media's receipt of millions of dollars in public funds. He also has been primarily responsible for MAT Media's performance under its contracts with VISIT FLORIDA and has been the contact person for and the "face" ofMAT Media relating to such performance.

8. PIEC is a duly constituted standing committee of the House created by House

Rule 7 .1 (7). PIEC has jurisdiction to exercise oversight in matters referred to it by the Speaker.

The Speaker referred investigative oversight of the public contracts attached as Exhibit A to

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

PIEC in order to obtain more information about how those public contracts are priced and how the public dollars paid are utilized to implement those contracts.

Jurisdiction and Venue

9. This is an action to enforce subpoenas lawfully issued by PIEC. This Court has jurisdiction to hear the action and grant relief pursuant to Article III, section 5, and Article V, section 5, of the Florida Constitution, and sections 11.143(4)(b) and 26.012, Florida Statutes.

10. Venue is proper in Leon County, Florida, pursuant to section 47.011, Florida

Statues, because the operative facts and circumstances giving rise to the need for this complaint occurred in this county and because Mr. Roberts resides in this county. Venue alternatively is proper because MAT Media's principal place of business and office are located in Leon County.

Background

11. The Legislature annually appropriates public funds to Enterprise Florida, Inc.

("EFI") for its operations. In tum, the Legislature determined that "it is in the public interest and reflects the state's public policy that [EFI] operate in the most open and accessible manner consistent with its public purposes." § 288.901(1)(b), Fla. Stat. EFI is a nonprofit corporation established by the Florida Legislature to serve as an economic development organization for the State of Florida. See§ 288.901(1), Fla. Stat. It is governed by a board of directors chaired by the Governor of the State of Florida. EFI maintains a performance-based contract with the

Florida Department of Economic Opportunity ("DEO").

12. VISIT FLORIDA is a nonprofit corporation established by the Florida

Legislature to serve as a direct support organization ofEFI. § 288.1226(2), Fla. Stat. Florida law requires that EFI contract with VISIT FLORIDA "to execute tourism promotion and marketing services, functions, and programs for the state." § 288.923(3), Fla. Stat. By law,

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

VISIT FLORIDA administers funds from the Tourism Promotional Trust Fund pursuant to a contract with EFI. See§ 288.122, Fla. Stat. VISIT FLORIDA annually receives a specific line­ item appropriation of millions of dollars from the state treasury. Cf §§ 288.1201(1)(e),

288.122, 288.904(1), Fla. Stat.

13. By law, EFI has within its organization a Division of Tourism Marketing

("DTM"). See§ 288.923, Fla. Stat. DTM maintains and implements the contract between EFI and VISIT FLORIDA, and it accomplishes its marketing and advertising activities through

VISIT FLORIDA through the use of both public and private funds. Florida law requires that

VISIT FLORIDA employees staffDTM, see§ 288.923(5), Fla. Stat., and officers ofDTM are subject to various provisions of part III, chapter 112, Florida Statutes (Florida's code of ethics) as public officers, see § 288.92(2), Fla. Stat.

14. The Legislature has declared its intent "to review the performance of[EFI] in achieving the performance goals stated in its annual contract with the department to determine whether the public is receiving a positive return on its investment in [EFI], and its divisions."

§ 288.904(4), Fla. Stat. (emphasis supplied).

15. Since 2016, the House has taken aggressive steps to investigate and reign in freewheeling, unchecked tourism marketing spending on behalf of the State and to bring accountability and transparency to the process of contracting for those tourism marketing services. During the 2017 regular session, the House passed HB 9, which would have required

VISIT FLORIDA contracts to contain performance standards, operating budgets, and transparency. The Senate did not adopt that bill, but during a special session that followed, HB

IA-which included a variety of new accountability and transparency measures for VISIT

FLORIDA-was adopted by both houses and later became law. During the 2018 regular

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

session, the House will continue these transparency and accountability efforts regarding public tourism marketing expenditures, including through consideration of HB 3 during the 2018 regular session. That bill includes further transparency and accountability requirements for economic development and tourism promotion agencies.

16. Ostensibly in furtherance of its contract with EFI "to execute tourism promotion and marketing services, functions, and programs for the state," beginning in 2012, VISIT

FLORIDA entered into a series of contracts with MAT Media whereby MAT Media would create and produce television programming involving cooking show personality Emeril

Lagasse. The programming would utilize Florida-based content, be shot on location throughout

Florida, and air on the Cooking Channel and re-air on the Food Network. Under the contracts,

MAT Media also would create and produce certain ancillary products related to the Emeril programming. Mr. Roberts signed the contracts on behalf of MAT Media, was primarily responsible for MAT Media's performance, and would financially benefit from those contracts.

Those contracts are attached hereto as Exhibit A.

17. The contracts attached as Exhibit A are typical tourism marketing agreements.

A tourism marketing agency contracts with a vendor to produce television advertising or programming and agrees to pay a lump sum of taxpayer dollars in return for some defined deliverables. Hidden from public scrutiny are how the pricing for the advertising or programming was developed, the relationship between the payment of public funds and expenses incurred by the vendor, and whether the vendor leverages the public contract to receive any kickbacks, payments, or benefits from other sources.

18. Under the contracts attached as Exhibit A, MAT Media and Mr. Roberts received well over $10 million in taxpayer dollars. Those contracts also entitled MAT Media

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

and Mr. Roberts to receive additional public dollars in sponsorships by local tourism development councils and visitor and convention bureaus plus advertising revenue realized on the programming purchased by VISIT FLORIDA. But the public-and the House-cannot readily discern from the contract what expenses and other contingencies went into developing the price of the contracts, how much MAT Media and Mr. Roberts actually profited off of taxpayers under the contracts, and to what extent MAT Media and Mr. Roberts utilized their contracts with VISIT FLORIDA to supplement their profits through side agreements. Also unclear is the extent to which MAT Media and/or Pat Roberts acted as an agent or apparent agent for VISIT FLORIDA when interacting with third parties in conjunction with the attached contracts.

19. The House continues to consider policy changes that will ensure that VISIT

FLORIDA and local tourism marketing entities negotiate contracts that capture the best prices for the services to be provided for the benefit of the State and its taxpayers. At least one bill already has been filed that includes additional transparency and accountability requirements for economic development and tourism promotion agencies. Members may propose related legislation before the start of the next regular session, and House committees may propose legislation at any time. To help with its consideration with any such legislation, the House needs more information about how contracts like the VISIT FLORIDA ones attached as Exhibit

A are implemented by vendors like MAT Media and Mr. Roberts. The Speaker directed PIEC to investigate the attached contracts and get the information the House needs to help with its consideration of possible policy changes.

20. At its public meeting held on October 12, 2017, PIEC unanimously approved issuance of subpoenas duces tecum to MAT Media and Mr. Roberts to get records related to

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

their performance under the public contracts attached hereto as Exhibit A. The Speaker approved the subpoenas, and they were signed and issued by Representative Larry Metz,

PIEC's chairman. Those subpoenas are attached hereto as Exhibit B.

21. On October 13, 2017, counsel for MAT Media and Mr. Roberts agreed to accept service of those subpoenas on their behalf.

22. The subpoenas were returnable on November 6, 2017, at 10 a.m. Neither MAT

Media nor Mr. Roberts produced any records identified in the subpoenas as of the filing of this complaint.

Grounds for Requested Relief

23. A House or Senate committee has the power to "compel by subpoena duces tecum the production of any books, letters, or other documentary evidence, including any confidential information, it desires to examine in reference to any matter before it." §

11.143(3)(b), Fla. Stat.

24. Both the House and the Senate have the authority, when the respective chamber is in session, to "punish by fine not exceeding one thousand dollars or imprisonment not exceeding ninety days, or both, any person not a member who has been guilty of disorderly or contemptuous conduct in its presence or has refused to obey its lawful summons or to answer lawful questions." Art. III, § 5, Fla. Const.

25. Section 11.143(4)(b) of the Florida Statutes sets out the process for seeking compliance with a legislative subpoena when a witness fails to respond as directed while the

Legislature is not in session:

If a witness fails to respond to the lawful subpoena of any such committee at a time when the Legislature is not in session or, having responded, fails to answer all lawful inquiries or to tum over evidence that has been subpoenasd, such committee may file a complaint before any circuit court of the state setting up

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

such failure on the part of the witness. . . . On the filing of such complaint, the court shall take jurisdiction of the witness and the subject matter of the complaint and shall direct the witness to respond to all lawful questions and to produce all documentary evidence in the possession of the witness which is lawfully demanded.

26. PIEC had before it the contracts attached hereto as Exhibit A as part of an investigation into how those contracts and other similar public contracts are negotiated and implemented. The committee expressed its desire to examine the records-including potentially confidential records-identified in the subpoenas it issued to MAT Media and Mr.

Roberts in reference to the contracts attached hereto as Exhibit A, pursuant to which millions in public funds went to MAT Media and Mr. Roberts to be spent for the benefit of the State.

On November 7, 2017, being advised that the MAT Media and Mr. Roberts failed to comply with the subpoenas as directed, PIEC unanimously approved a motion to seek judicial enforcement of those subpoenas. See http://thefloridachannel.org/videos/1 l 717-house-public­ integritv-ethics-committee/ (starting at 47:29) (last visited Nov. 15, 2017).

27. The House is entitled to the records identified in the subpoenas. MAT Media and Mr. Roberts have failed to comply. The House now is entitled to an order from this Court directing compliance from both MAT Media and Mr. Roberts.

WHEREFORE, the Speaker of the Florida House of Representatives, on behalf of the

House Public Integrity and Ethics Committee, prays that this Court take jurisdiction over MAT

Media, LLC and Charles "Pat" Roberts and direct that they produce all the records in their possession that have been demanded in the attached subpoenas.

[Signature block on next page.]

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Respectfully submitted,

Isl Adam S. Tanenbaum ADAMS. TANENBAUM (FBN 117498) General Counsel [email protected] J. MICHAEL MAIDA (FBN 95055) Deputy General Counsel [email protected] DONALDJ. RUBOTTOM(FBN 160271) StaffDirector Public Integrity and Ethics Committee [email protected]

FLORIDA HOUSE OF REPRESENTATIVES 418 The Capitol 402 South Monroe Street Tallahassee, Florida 32399-1300 Phone: (850) 717-5500

Counsel for the Speaker ofthe Florida House ofRepresentatives

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EXHIBIT A

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Agreement between Florida Tourism Industry Marketing Corporation, doing business as VISIT FLORIDA, and MAT Media, LLC.

THlS AGREEMENT, entered into May 2012 by and between the Florida Tourism Industry Marketing Corporation, doing business as VISIT FLORIDA, hereinafter referred to as "VISIT FLORIDA", and MAT Media, LLC, hereinafter referred to as "Contractor'',

PURPOSE: VISIT FLORIDA herebv sponsors the Contractor to promote tourism in the state of FLORIDA with the production and airing of original television programming hosted by Emeril Lagasse featuring Florida focations and culsine on the Cooking Channel with related elements to be used by VISIT FLORIDA on their website, VISITFlORIDAcom and other media platforms.

1. E_ARTIE~ The parties and their respective addresses for purposes of this Agreement are as follows:

VISIT FLORIDA c/o WIii Seccombe, CMO 2540 W, Executive Center Circle, Suite 200 Tallahassee, Florida 32301 850-205-3803

MAT Media, LLC c/o C. Patrick Roberts 201 South Monroe Street Suite 201 Tallahassee, Florida 32301 850-681>6444

2. TERM: The term of this agreement shall begin on the date of execution, and continue through December 31, 2013, unless ViSJT FLORIDA terminates earlier as provided in Sections 10 and 15. V!Sff FLORIDA shall be granted three (3) ,idditiondl one year options which must be exercised by June 30, 2013 and on the anniversary of every year thereafter for the production and airing of the 13 new original episodes for each option period under the same tenris and condltions of this Agreement.

3, NOTICES: Al! notices pertaining to this Agreement shaH be in writing and shall be transmitted either by personal hand delivery, United States Post Office, return receipt requested, or overnight express delivery. Telephone, fax or email may be used if the notice is also transmitted bV one of the preceding forms of delivery. The

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

addresses. set forth above for the respective parties shall be the places where notices shaU be sent, unless wdtten notice of change of address is given.

4. KQPE OF WORK: The Scope of Services is that which is outlined in attached Exhibit A, incorporated herein by reference.

The services to be perlorrned by the Contractor and covered by the total compensation as specified in Section 5 includes t.he production of 13 original episodes and air of such programming as on Emeril's show on Cooking Channel over 26 \Veeks the first and second quc1rter of 2013 and all deliverables outlined in Exhibit "A" The episodes shall be hosted by Emeri! Lagasse.

The Contractor retains al! ownership and copyright of the original television episodes, web videos, web articles, and b-roll footage. The Contractor grants VlSIT FLORIDA the right to use the web articles, and web videos through December 31, 2013 unless VISIT HORIDA.exetutes its options to continue its sponsorship.

5. COMPENSATION: The compensation to be remitted by VISIT FLORIDA to the Contractor per Exhibit "B" shall be $750,000 sponsorship and up to $1,050,000 in a dollar to dollar match of Florlda co-op participation provided by Florida Convention and Visitor Bureaus (CVBs), Tourist Development Councils (TDCs) or VISIT FlOR!DA's cvrrent Strategic Partners Busch Gardens, Disney, Seaworld or Universal Studios (Strategic Partners). Contractor agrees that V!SfT FLORIDA and Florida CVBs, TOCs or described Strategic Partners shall be guaranteed sponsorship or advertising at best possible rates. No third party shail receive advertising or sponsorship opportunities at less cost or expense than that charged to Florida CVBs, TDCs or described Strategic Partners during the term of this Agreement or any extensions thereof, The total annual payment remitted by VISJT FLORIDA's funds to Contractor shall not exceed $1,800,000.

6. RIGHT OF FIRST REFUSAL: VISIT FLORfDA is granted the Right of First Refusal to continue as the Presenting Sponsor of original episodes featming Florida only content hosted by Emcril Lagasse and an option to extend its contract. for three additional one year-terms. The option must be exercised on or before June 30, 2013 upon the same terms and conditions as set forth in this Agreement.

7. BILI.ING AND PAYMENT: All documents to be provided by Contractor per this agreemen.t must be received by VISIT FLORIDA .fifteen (15) days prior to scheduled payments.

8. COSTS AND EXPENSES: The tot;.il compensation as specified in Section 5 is inclusive of aU costs and expenses associated with the production o.f the program induding talent fees or other compensation to fmeril Lagasse the Cooking Channel or the

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Martha Stewart Living Omryi Media } a.s outtlt)ed In this agreement. No other costs or expenses WiU be paid by ',(ISITFLORIDA underthis Aw:eeme.nt.

9. PE'RfORMANCE: Contractor agrees to perform aU servicesJn afn a professional, techn1c;allv competent and timely manner, in accordance with Industry standards and aH applicable laws'- rutes and regulations. Contractor sh.;tH obtaitr all lfcenses and perlTlits clncf pay all fees required to col"Tlp}y with . s.uch Iaws and regulations. In performance of• these s,ervlces, Contractor wm not infringe any. patent, copyright, trade secret or other proprietary rlght of any person or entity.

Ccmtractor agrees to proyiqe written acknowted,gement from £merit Lagasse and Martha .Stewart living Omni Media that Contractor ls i:lUthorlzed tt> contract with En,erU Lagasse .as. talef!t and the Cooking ChanneJ fQr the airing ¢ the episodes descrJbed µnder Paragraph 4 and has secuted all necessary Hcenses, agreements, and consents so as to n9t infringe on any 11at~nt, C<>pyright, ttade s.ecrt?t or other proprietary right ofany person or entity, fallure to provide this acknowledgment will void this Agreement. No payment wm be d.ue nor remitted to Ccmtrador unttl this written acknowledgmentJs ,received by VISIT FLORIDA;

10,tONTIGENT 1.IABltrr{~ VISIT FlORIDA's perform;:n,ce and obligation to. pay under thlsAgreemeht is cont.lngent upon an annual .appropriation by the Legishiture. It! the eveotthat the state funds Uptin which this Agreement is dependent are 1,yfthdrawn orre{'!µced, this Agreement is termina~ed and VISIT Fl.O.RIPA has no further Jiabillty ·to the contractor beya~d that already incurred by the termination date.

11. 1NDEPENDENTC:0NTRACTOft;The Contractcr sh~II act as an independenJto11traqor and .not as an employee of VISIT·FlORlDA jn. the performance of th~ tasks and duties which are the subject of this Agreement. No statement ln this Agreement shall be construed to make Contractor, its employees, contractors; servann orageots of the emptoyees of VISIT FLORIDA; and they shall not be entitled, .to an.y of the rights~ .p(ivileges orbenefits ofemployees ofVISJT FLORIDA.

VISJTHORIOA shaU not• pay or. withhold, apd Contractor wilJ Mid VISIT FLORJDA harmless fromi costs for employee benefits, em4>loyee taxes, insuraqce, and other costs ty'pically arising from an emptoyer-.etnployee relationship. Contract shalLpay its own expenses, including salaries and commissions to Contractor's employees ?,nci au taxesfncur:rtd In :doing business. . .

12. lNDEMNfFICATfON ANDINSURANCE:

A; Tndemnlfication: The. C~mtractor shall by Jiab!e, and. agree to be liable for, and shall indemnify, defend and hpld VlSlT FLORIDA and its agents; officers, directors, .employees, and members harmless from all cl;iims, suits{ judgments or damages, including interest and attorney foes arising from the Contractor's

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

activities and performance of the tasks and duties whkh are the subject of this Agreement B.. Insurance: Contractor wrn mnintain at Jts own cost, during the period of this Agreement, liability insur;:mcc of at least One Million Dollars ln pollcy amounts covering claims or suits arising out of Contractor's services and wif! furnish to VISlT FLORIDA evidence of this insurance. The insurance policy shall include c-overage of commercial general. or public liability, workers' compensation and employer's liability, automobile liability, professional liability and crime and fidelity (including fraud coverage}.

B. EXCLUSIVE AGREEMENT: This Agreement ls an exclusive and personal agreement for professional service and products and may not be assigned by the Contractor without prlor written approval of VISIT FLORIDA.

14. EXCLUSIVE PROPERTY: The Contractor maintains ownership of the property described in Paragraph 4 • Under this Agreement VISIT FLORIDA is licensed to use the name, content and other materials described in Exhibit A The Contractor shall retain copyright of the original episodes and other materials. The names, images and logos identifying VISIT FLORIDA arc: the exdusive property and proprietary marks of VISIT FLORIDA and nothing contained herein shall be construed to grant Contractor any rights or licenses to VISIT FLORIDA exclusive property except as needed for the airing of the program episndes,

15, TERMINATION: ln addition to the provisions set forth in sections 10 and 16, the Agreement rnay be terminated by V!SJT FLORIDA for breach upon failure of the Contractor to perforrn any requirement or provision of this /l,grcement upon no less than 24 hour notice delivered in the manner set forth in Section 3 herein, This t1greement may be terminated by VISIT FLORIDA with 60 day notice given pursuant to Section 3. This Agreement may not be terminated by Contractor under :my circumstances once full fees have been paid 1,mder provisions set forth in Section 5, until which time as the Contractor has returned all disbursed fees paid to Contractor, toVlSlT FLORIDA.

On termination by either party and the payment of ail amounts due at termination, Contractor ~hall return to VISIT FLORIDA all documents and materials belonging to or produced for VJSIT FLORIDA by Contractor or by any third party it1duding all copies of confidential documents. l,6. BANKRUPTCY OR CHANGE QE.OWNERSHIP: Contractor shall notifyVlSIT FLORIDA if Contractor fifes for bankruptcy or changes ownership, within five (5) business days of such filing or change in ownership. VISJT FLORIDA shall have the right to terminate this AgreE:ment immediately upon receipt of such notification.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

:t.7.NON~DISCRIMINATION, C

18. PUBLIC ENTITY CRIMES: Contractor c1ffirms that it is aware of the provisions of s,iction .aa7,133(l}(a), Florida Statutes, andthat at no ;time hasthe q:,ntractor beef\ convicted of a Public Entity Crime. The Contractor agrees that it shall not violate suc'h law and further acknowledges and agrees that any convlct1pn d\Jring th~ term ofthis Agreement may result in the termination of this Agreement. This Contractor shall insert a pro)flsion 1n accordance with this paragraph in any subcontract for services under. this Agreement

:l9. RfCORD MAINTENANCE: Cohttactoragr~sto maintainjournals, ledgers,boe>ks and otherrei:ords Jn gobd order and icl) suffident detaRto allow audit ;'Ind post-audit ac;tMties. required by. faw. with .respect to VISIT FlORtOA a,ctivities, and to maintain them for three years after expiration of this Contract. [ I 20:..C-ER'.fJJ:fCATJON OFEUGIBlUTY: CCi'htractor certifies that lt is. not on the Stc1te of .Florida convicted vendor list. t

21. WJUl(Efl; The failure of either party ;to. this Agreement to object .to or to take affirmative actkm with .any, condt1ct of the. other which is Jn violation of the terms of th,is Agreement shaft not be tonstruecLas .. awaivef of the violation or breach, f)r of

22. MOOIFICATION: ·This writing contalns the antire Agreement .of the parties'. No represe.nfations. were macle or refied upon b)I either party, other than those that are expressly set Jorth: No agent, employee or other representative of either party Is empowered t-o after any of the terms ofthis Agreement; µnless done in writing and signed by an .authorizetf signer of the Contractor and an authoriied signer of VIStT Fi.ORIPA.

~3. t,EGA,L REQUIREMENTS;. With res~ect to its ·interpretation, .· coosttuction, effect, performan<;e, enforcement and an qther matters, this Agreement sh~II by f$overned by, and be conSjsWnt With, the whole law of the State of Florida, both procedural and subst,mtive. Any and all litigation a rising under this Agreement shatl be brought in the appropriate Sti;'lte ()f Florida court in !,eon County, Fforl~a.

24. EXECOTIOfl{ OF AGREi;MENl'; lhe p~rties agree that fhe execution of this Agreement may be .,Y electronicsJgnature a.no maintained and transacted by electronic record.

25.FORCE MA.IEURf; Neithetparty shall be deemed indefaultqf this Agreement tbthe extetit that performance of its obtigations or attempts to cure any breach are

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

~elayed or- prevented' byrea~on of any act of God, fire; natural d.is~t~r;)ciideoi;·, .. .· riots, acts of government, acts· of war orterrorl:;m# short~ge of materials ~rs up plies/·: · failure of transportatlon or communications or 0,f suppliers

,> "'" •~t./ ~ '-,,; . :. . . . .-...... ·...... :· ...·· .. , , ·. ~:i: /:·~L ··•.:\::·;_y/;~;i!. . 1 . ·... i~-'.\IIIITNJ;~ H~REOF;th~ ~~rties -h~~e c,au,~ed·-~~elr•l\~!J9~ '~111 s~aj~t<>\~js{(t~1i{tl;1 :c: '/ ,- ;:/ tbJsi Agte~ment.by·· · · th~despec,t{'7e'..Offitjafs · ·· · · .. · f:(er,to. · , ,. · .:. : ·'~" -.:J1iti~r,• ,u..• , :/' .i:; :· >}, ,,, ..

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

iXf:IIBIT"N'

.fle:fhler.tbles: VISIT FLOIUDA/Prese11ting Spe>nsor & General Marketing Partner:

A. EPtSOl:>£S: U 30 ·minute<>riglna,J ep1s<>des wm be created utilizing all Florida based conterrt produced on location throughout Florida hosted by Emeril Lagasse. The episodes wHI be produced if) late 2012 and 2013. Visit Florida wiU be consulted ortthe name of.the TV series and will be asked for input on locations and content. TheTinat editoriaf decisions will be made by Emeril Lagasse and the contractor.

13. AUUN~S~ 13 original episodes to cl'ir on the Cooking Channel.in Q:1 and 0.2 of'.2013. Sat1,1rd:ay or Suncfay morning plus zweekday re-airings one morning and one afternoon. Totat airings: 78 :In 2013.

C. BILLBOARDStone.(1J ·:05 seeond openln.g blllboarp Presenting Sponsor credit p~r episp(le Including logo~ audio mention and t~lrt, plus one {1) :OS second bllJboard in the body .of each episode indudlng Jogo, audjo. and text.Total billboards - :l:56 in 20.13.

D. tornmerciat: One (ll :iQ second National Commercialspot per episode : 78 total airings. This will not be attached to the btllbc:,ar:d and will be aired ,separately.

E. VIGNETTES~ Minimum 2 per episode that will· be approximately l - 3 minutes in length per vignette.Total 52 vignettes b,a:sed on indMdualepfsodes~ plus rights to utilize them through December 3.1, 2013 on aJI VlSJTHORtDA platf.orms lnduding allV1$1T FLORIDA websites; email rna.rketing; ·sociai mark.etlng.indyqing i:acebook,Twitter, Youttibe;.and the f!orlda content network.repUb.lishingsites{with VF .com credltl including but not Umlted to Google Currents, Phifly.com, and Ttip Television. The tights can be extended If option isagreedto fotacldi#0natseasons.

F. ARllCl;ES: :LJ articles Ued to each episode for websites attd social marketlng. These articles wflt be a minimum of 250 words am;l will be devetop.edwlth input from the. marketing staff of Visit Florida,

G. PUBtlC SERVfCE ANNOUNCEMENT {PS.A): Emeru La$asse Will appear in two {Z) thirty sec:ond TV sports to promote VISIT Fl.ORI.DA;_ "StlareAUtt!e sunshine~' campaign, The 1Jghts;to be c1iredthro4gh Decernber3l, 20:t4 unless option is agreed to additional episodes by June 30, .201~.

H. E.VENT PHOTOS: Photo!ffrom each event and episodewiU be providedtoVlSITHORI0A to utllize on its web platfom, and so:cial medil;l, Visit Florida wiU have the rights to t,rtilize the photos through De<:ember 31}t' 2013, and if it renews the contract;these rights will extend through the terms of e.:tch renewat

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

I, MARKETJNG CO.OPERATION: Contractor may market the episodes, sponsorship or advertising opportunities to Florida CVBs .and VISIT FLORIDA wiJI consult and provide input to the Contractor on marketing opportunities and deve!opmentofthe marketing plan targeting other sponsors and advertisers.

J. WEBSITE: The Contractor Will Hcense the rights to VISIT FLORlDA to develop and maintain a website directly tied to the TV show. The design wm mutually agre.ed to by VISIT FLORIDA, Contractor and !Smeritl.agasse,

K. CREATIVE AND PROMOTIONAL CONSULTATION; The Contractor looks forward to• consLJlting with Visit Florida's staff i'lnd its Agency, Sapient Nitro. This wi!l include site selections, Themes, arid editorial suggestions. The final editorial control is maintained by Emern Lagasse personally, with acceptance by the Contractor.

L EVENTS AND FROMOTlONS: Visit.florida Will have the rights to promotional signage at all events directly tied to the series as long as ltis appropriate with the focal organizers of the events. Visit Florida and the Contractorjointly agr<;c to promote the show. This may include promotional material, events, and other marketing ettorts that are agreed to.

JXHUl!TB

PAYMENT SCHEDUI.E:

A. VISIT FLORIDA PRESENTING SPONSOSRH!P 1. $150,000 V(Sff FLORIDA will pay $150,000 upon execution of Agreement and receipt ofthe written acknowledgment described ln Paragraph 9 of the Agreement as a deposlt, The deposit will be returned to VISIT FLORIDA ifsponsorships or advertising in the amount of at least $1,500,000 (inclusive of the V!SITFLORIDA $750,000 presenting sponsorship) has not been contracted for by December 31, 2012. The deposit amount of $11,500 per episode will be returned to VISIT FLORIDA on June 30th, 2013 for any episode that do nptair by lune 30th, 2013

2. $260,0Cd VIS!TFLORlDA will pay $20,000 upon proof of completion of production each ofthe 13 episodes. The $20,000 per episode will he returned to V!SfffLOfUDA on June 301\ 2013 for any epi:;;odethat does not air by June 30th, 2013.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

3, '$l60,,ooo Vf:Sff FtQRfDAwill pay $20,00~ per episodefot the original 13 airings during the first and second quarter of2013 upon proof of performance.

4: $4,i;OOO VISfff LORJDA will pay $2,000 upon completion of eacti web v.ideo for a total of 13 web videos or $2(,,0Q0. VfSffFLQRIDA will pa.y $1,38Supon completionofweb :article for.a totaf of13 web or$18,000 each.

s. $36,000 VISIJ FLORIOAWiH p:ay upon proofof perform~nce forthe 65re~airs,

B~ OTHER PAYMENtS;

1. MAtCHING.PROGRAM FORUJCAl C\18 PR TOCSPONSORSHIP

V!Sff FLORIOA Wilf matcil Florida CVBs or TDC sponsorships Up.to $1,050,000;

the sponsorship packae;es will be rriU~Ually agreed to inwtiting by both VJ.Sri fl,QRIOAand Contrattor(e~ample $150,000 per county times 7 counties equal $1,050,000J, The paymentschedu le for the local CV!:ls or TOCs wiJt,also be rnu:tual4y

Thtd::vs and TDC mavremit payment to VISIT FLORIDA or the C1;m:tractpr' for the program sponsorship or advertising opportunity'.

VtSlT FLORtOA will make payment to Contractor withln 15 days ofany receipt of program sponsorship or advertising funds remitted b,y Floritla CVl3s, i'OCs or designated Strategic Partners the VISfT FLORIDA rtliitth payment wifl be paid upon proof ofperformance agreed toJn wrfting in the 5,p9nsorship package . .t\pprovalwhlch sbaltbe attached to agreert1Elntby«1:i1 addendum.

2! OTHER SPONSORS ANO ADVERTISERS

Allrevenue.tecelveo·by VISITHORlDAfrom othersponsor:s or advtrt.Jserswnl be transferred by payment to the Contractor within :15 daysofV/Sft FLORfDA's receipts offunds. VISIT FLORIDA ls under no obligation to match

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

anyrecelvedfunds frorn sponsors Qrcidvertisers except those entities described in Paraaraph 5 c,f the Agreernent'.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

VlSTTFLOJUD/, 2.$40 W Executive Center Circle Suite 200 Tallahassee, Florida 3:z301

T (S50)48S-5607 F (850) 20!-6900

l\1r. Pat Roberts rvlAT Media, LLC

Re: Option to Renew

Dear Pat:

Pursuant to Paragraph 2 and Paragraph 6 of the Agreement dated June 13,2012 as a:m.ended on October 10, 2012 by and betwe<:!n VISIT FLORIDA and MAT Media, tLC, this is to notify youthat VISIT FLORIDA is exercising its option to renew the Agreement foran additional one (1) year term and its right to continue as a Presenting '/f SITFLORIOA. Sponsor under the tenns arid ---==:;;;;:-...... ~- conditions set forth within the referenced Agreement. Sincerely,

Florida Tourism Industry Marketing Corporation d!b/a VISITFLORIDA ·. -,,

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Addendum No 2 to Agreemerit by and between flotidaTcH.Trismtndustry.M.trketlngCorp9ration, doins.t>usiness as VISIT FLPRJOA, and MAT Media, LLC

Whereas' VISIT F.LORIDA and MAT Media, LLC,,, entered into anAgree.mentexecuted June 2012 for the sponsorship of original television programming hO:sted by EmeriJ Lagassei. arid

Whereas, fhe Agreement anticJpa.ted the participation ofcertain Florida Convention and Vfsttor Bµreaus (CVBsJ,Tourist Oeve:Jopment c~uncns (JOCs). VIS Ii FLORfDA's Strategic Partner;:;.and other.advertisers or sponsors of the orig\natprogramming, arid

Whereas, such parttcipatjon has resulted in the requirement that the Agreement be modified to ctadfy the parties intent relative to rights; Obl(gations anci compensation,

Whereas,VISIT·FLQRlDA has exercised.its oneyear·option.torenew for the production and airin~ oftne 1:3 new original episodes for2013;,2014; i:3nd

Whereas, the terms of the production and i:lirfng for the renewal episodes requires modification to the June 2012 Agreement ·

Now, th~efor~,VlSlTFLORIO.A and MAT Media, LLC agr~e toamend the Agreement effective June 30, 2013 as follows:

1. f,'aragraph 4. SCOf>,E bFWORK~ shall be amended to read:

4. SCOPf; OF WO~K.The Sc:ope of Services is tl)at which is outlinedJn atla9hed $xhibllA-1, incorporated herein by reference.

The setvices to be performed by the C:ontracior and coveted by: the total compensation as specifif!d in .section 5 1110.ludes the production of 1t3 originat epis{,jdes a.rid ak of i;uehprogramming as 9n trneril's show on Cooking Channel over 2$ weeks the first and secontj quarter of 201.4a,n

the Contractor retains a11 ownership and copyright.of the original television episod~s, wehvideos, web l;lrtJcles, and.b~ron fuotage; TheContrac.torgtantsVlSIT FLORIDA t!'ie' rightto use the web artrcles, and web videos through Oecem,.ber 31, 2014 unJes\S VISIT FLORIDA executes i,t$ optfons fo continue its.sponsorship.

2. Paragrl;lph5. COMPENSATION. shaiI be amencl.ed'fo read:

5. COMPENSATION. The compensati~n to be remiUed by VISIT fLORlbA to the contractor shall be as described in· i::xnibit 0 .. 1, attached hereto and incorporated

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

herein by teference. Contractorw,m secure CO'.'-OP partlclpationby Fforkla Convention an<;IVisitor eureaus (CVBs), Tourist[)everopment Co4ncils (TDCs} or vmrt l=LORIDA's current Strategic Partners Busch. Gardens,. DisnEfy; SeaWorld. or Universal Studios (Strategic Partners). Gnntractor a.grees that VISIT FLORIDA and Florida CVBs, TOCs or described. Strategic . Partners shall . be guaranteed sponsorship •radvertising at best possible rates. Np third party shall receive advertising or sponsorship opportunities at. less cost or expense than that ch~rged to Fforida CVBs) ,roes or described Strategic partners durjng tpe term of thi13 Agreernentor any 1e.xt1;1nsions thereof. The total. annual. payment remitted by VISIT FLORtDA's funds to·ContractorshaH not exceed $:1,800;000.

This Addendum can be exeGutect byeJectronlc means. AU otherterms and. provisions of said A.greement dated June 2012 shall .remain rn. full force and.effect.. Tois Addendum rs agreed to by and between the parties effective June 30, 2013.

VISJT. FLORIDA MAT Media. LLC

wmsecccimbe C.: Patrick.Roberts President ancf CEO Managing Member

Date: .Dec 1.2,. 2:01s Date: Dec 12, 2013

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXHIBIT A-1

Oeffverab.les: \/ISfr ·f'LQRIOAJPresenting Sponsor & General Marketing ·.partner A, EPISODES; 13 30 niirrtJte original episodes wiJl be created i.J:tiliz:itlg an Florida · based content produced Qn Jocatior, thmughoutFlorids hosted by Em~rH Lagasse •. Theepisodes wiU·be·produced in laterhalf.of2013 andafrJng in 2014, VISlT FLQRtDAwm be consulted on the name ofthe TV series and will .be asked for input on locations and content_ The final editorial decls,ion:s wHI. pe made by Emeril Lagasse and the GontractoL

a... AIRIN.GS: t3driginafepisocjest6 afronthe CookingChannel in QlandQ2 of 2014, Saturday or Sunday afternoons plus 2 weekday re~airings one rnornlng and .one afternoon, Tbtal

c. SlLLf30AROS: one 11) :05 s.econdopening billboard Presenting Sponsor credit per episode including logo, al!dio mention and te,i

o. ComrnerciakTwo (2}:30 sepondNational Commerciatspots pefepisode·'.•78 total airings With 156 spots for20N.This will not be att~chect tQ the billl)oard and wHrbe aire-0 separately.

E. \IIGN!;T'fES: Minirnum2 per episode thatwill be, approximately t = a mi~utes in tength pervignette. lotal52 yignettes based on i~divkJualepisodes, plus rights to utilize ttierrdhrough December 31, 2014 on all VISIT FLORlPA. platforms including all Vl$1T FLORtDAwe.b sites; emaH marketing; sacral marketlng tncludingFacebook, Twitter, Youtube; and the Florida contenfnetwork repuhHshing sites (with VF ,com credit) including but not Hmited to Google Curren~,,PhiJly.com, and Trip Television. The rights·can be. extended·if option is agreed to for additional seaso:ns.

F. ARTlCLES: 13 l:lrticles tied to each episode for websites c3nd social rnar~etlng. These artides wm bea.rpinimum of 250 words and will be developed with jnput from the mark~~.ting staff of VISIT FLORIDA

G. PUBLIC S~RVlCE f\NNOUNCEMENT (PSAJ~ VISIT FLORfDA Is granted all rights and U~nses necessary to air the EmeriJ Lagassee'sVISlT FLORIDA­ "Share Atittle Sunshine" campaign PSAspots prevlousfy produced through December 31, 2015. ·

H, t::VENT PHOTOS.: Photos from each event and episode will be provided to ViSlT FLORIDA to utilize on its webplatformand soclalmedia; VlSITFLORlDAwHI

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

have fhe rights tQ .utilize the photos throughQecemt>er 3ft, 2014, and lHt renews the contract, these rights wm extend through the terms of' each renewaL

L MARKETJNG CO-OPERATiON: Contractor rr,ay marketthe episodes, sponsorship or advertising opport1.uiities to Fl.oridaCVBs andTDCs; VISIT FLORIDA will con~tt .and provide>input to .the. Contractor on marketing opportunities and qevelopment of the marketrng. pJ~n tprgeting othersponsors and a~vertlsers .. VlSlrFLOHlDAwUI nottake Of) any financial responsibilityJor PartnerpartidpaUon in the episodes. Contractor is responsible for billing of participants and colfection oHunds~ Upon completion of series Contractor wm provide copies otsponsorship i:lgreements for the partidpatron by Partner,

J. WJEBSfTE: The Contractor Will Ucensethe rights to V!Sff FLORIDA to deyelop and rnaintain a website directly tied to the TVs how. The desrgn w\11 be mutualry ag:reed to by VISffFLOR.OA, Contraotor.and Emeril Lagasse,

K. CREATtVE ANO PROMOTtONAL CQNSULTATION:The Contractor looks fdrward to cpnsult[ng with VfSff FLORlPA's staff.and its Agenqy, Sapient Nitro. This• will lndude site selections, Themes, ?tnd editorial suggestions.·The final etflt<:>tiaf control ls matntain~d by E.merif ·Lagasse personally, with acceptance. by the .ContractQr, ·

L. EVENTS ANb PROMOTIONS; VtSIT FLORJOA witl have the rlghtsto pr:omoti9nal signage at aU events di.rectly tied to the series as long as Jt is appropriate with thelocal organizers ofthe events. VlSJT FLORIDA and the (;ontrai::torjointiy agree to pron,,0:te the show. This may include pron,,ational mate.rial, events, and other marketing efforts that are agreed to.

2372

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXHIBIT B-1

PAYMENT SCHEDULE:

$510,00Q VISIT F-\ORlDAwmpay$510,0QO uponexercise.ofihe option to renew; •confirmation thatthe new season episodes · win be te!f.'}cast and filming and productio11 of new episodes has commenced as a :deposit The deposit amount of $39,2$0:77 pen~piSOde wHJ be returned to VISITFLORIDA on June 30th, 2014 for any episode that does not'€1ir by J1Jne 30th, 2014 · $650,000 VlSIT FLORlDAwm ·pay $50,QOO upon prootof completion . of.proauctlon each of the 13 episodes. The $50,000 per episode wm be returned to VISIT FLORIDA on J.une 301\ 2014 for any episode that does not air bv J1;1ne 3otn, 2014. ·VlSIT•FLORIDAwiHp,;1y$4Q,OQ0perepis.odeforthe original 13 afrings dudng the first and second qU;arter of 2014 upon proof.of performance.

$58.,000 VtSff FtORtDAwill pay $2,461.53 upon cornpletioh of ' each web Vignette for atotal of 13web v1gnettes or $32!000. .

VISIT FLOFnDA will pay $2,000 upon 9ompletio11 ofweb 1 ·article for a total of 13 web articles or$261GQO; ·

$62,000 VISIT FLORfDAWHI pay upon prMf of perfqrmance for the. 65re~airs.

$11800,000 TOTAL

.. ..

2373

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

.A,dde.ndum No 3 to Agreernent by and between Florie/a Tourism Industry Marketing Corporation, doing business as VfSIT FLORIDA, and MAT Media, LLC

Whereas, VISIT FLORIDA and MAT Media, LLC., entered into an /l•,greernent executed J.me ..Z012 fo.r.H-1e sponsorship of originaf television pr:Jgramming hosted by [rneril Laga,sse, c.nd

Whereas, the Agreen1ent anticipated :he participation ofcertain flonda Convention and Visitor Bureaus (CVBs), Tourlst Development Councils (TDCs}, VISIT FLOR!DA's Strategic Partners and other, advertisers or sponsors of the or!gina I programming,, and

Whercws, VISIT FLORIDA is contracting with MAT Media on behalf of Osceola County for the production of one (1) episode as defined in this Addendurn. MAT Medla, lLC will prodQce and air onE:: (1) episode over the course of the sponsorship showc,cising Kissimmee destination and its tourism partners and/or special events on Emeril's show.

L The foHowing goodsatld services related toEmeril'sfloritla wi/! b€:? delivered MAT Media.

a) Exciusive Episode· C)ne (1) episode on t rneril':s r'iorida oxc1u.s1ve to Osceola County for airing in 2014 on the Cooking Channel. b) TV Corn.mercials: Six (6) 30 seccrld TV spots: one in each olthe stx (6) airings ofC)sceola Coqnty's episode of E:nerll's F !orfda "he creative of ttle :30 second TV spot would be up to would be up to Osceola County 1o determine and provide. The airing will be !tle original episode on Satµrday or Sunday and a weekday rnorning and afternoon airing the fol ow!ng week during the first quarter of 2014 and another Saturday or Sunday mring, plus a w1;:ekdayrr1omlng and afternoon airing the fcltpwi n~J week in the second ouarter of 2014. c) Billboards: Osceola County will have one {1) billboard fn the airing of their episode. A io:a! of s,x (6) Biliboards Three (3) ln the first quarter of W 14 and three (3) inthc second quarter of:2014 Vignettes: MA r Media w:ll provide a minirnurn of tvvo (2) vigneHes from the episode that can be used to prnniote lheircounty on websites and socialrnedia.Photos;M/\TMedia will provide digital phutos for use by Osceola County for promotion and social media. Osceola may utilize these photos through December 31, 204 5 and a:c, partof !bis Addendum no credits w ii oe requ:red by tne photographer. I) Recipes: MAT Media anticipates recipes being developed forfhe majority of the eplsoces of ErnerH's Florid<1. All of the recipes wil:.be made avaiiab1e tO Osceola County for use on their website. The recipes may be Emerij's Florida or recipes recommended by Emeril form various Fiorida chefs.

2374

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

g) OthetEplsodes: MAr Media wHI give seriqus ton&id~rauon to Osce<>la .County for segments anrl other episodes where, it would be appropriate to featUfl;) their cattntyandrelatian taJhe OVijrafl theme cf a spec/flcepisode, h)·.Sc;rlpt/QreativeReview:MATMedfil wm~hare•af! ~ctiptfng and.creati\le djrectkmwith Osceola C0:unty for their review and c:omrnent2 weeks pri9r to the show being film~d.

2; 0$,~ola County wilt assist MAT Metlia With the ptodqc;tlori. Qf the exck'.ssive episode in ttie coun:ty. a.} . Research: Qsc~o;la County will provide researeh and.'o\her i11Jormafion to · tielp the production t~atlldetermine potential 1o9ations fo:rtlle production gnd, nlstorlcal briclla C:0unt,y up to a tpial 'of$1 S0 1000. .

VlS\T FLORJDAWi!J pay. $40,QOO upon ~xeeution.of Agref!mem betwe:en VJSrr FLORIPAand Osci:lola C'ount,t the !feposif amcout1lwillbe ieturned to VlSITFLO.RltiAlf tfie episode does:notaif by Jvne.30, 2014, b) $$0,000 VISj'f FLQRlOAwlH pay $l30,000 upon CQmpletlorroHh~ produc::liori of ;ofthe eplso~e. The amount of $5Q,000 wiUbe returned to VISIT FLORIDA cm June 30, 2014 for any episode tliattfoe:s .not ak by June 3.0, 2014. ·. ··.·...... · ..·.. . .· . .· c} $50,000 YJSJT FlOR#DA will pay$50,D00lorthe otlgfn@I airlogs oHh~,f?artner epr$odes (ipon proofofperfQrm1;1t1te; d) $10;000 ·v1s1r FLOR,IOA wur match ito,omYupon pri)()fof performance for tbe re,airs tc,i,betoropJe~ed byJune 30, 2014./ilnd receipt of vignettes.

Thi!> Adcfertdum is agr~dto by and between th!?,p;arties effectiye September4,·20t$.

Pate: _C...,...z_··~__, ...... ,?_· •;---.·--:-..,..• -i-:>-·• ·_3_ .•. ,....__..,...... ,_

2375

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Agreement between F'lptid1,1 TPUiisn\ hldU$il:y llllark~tlng <;wporation, doing lH1sines1; as vr~it FLORIDA, and MAT .1yled!a, LLC;

Tt-/lS AG8.Ei!Ml:NT, ~ered Into .Ji.me 27,201$, by and between the Flonda Tourism Industry Mar~ettng C<,rpora~on. doing bU$ines$ as VISrt FL9Rl0A, here.iriatterr~ferre.d to as "VlSlT Fl.ORIO/\'', Ellld. M/\T Media, LLC, hei;einafulf referred to a,s "Colltra.ctor''

.f>URPO~E: VISI.T FLORIDA herebys.porrsots the Contraclorln fue prortiotior't of toutismfh the ~ate ofPI.O~fOAth~o()gh the• airing on thef'opdNetwork ofthe 2013 episodes ot'Emertl's Flotida ·ho.$tedt,y~m~lt la9asse featuring f loodaJocations•andcuislne prodLiced tltldertbe l\greernenttiated .J:une 1s, iOt2 and the Addenq:vm '°. the Agreement dal.ed October 10,2012,

1, f>AltTIES: Tl1e parties and Ioeir respective ~ddresses for i,.urposes ofthlsAsre:emenJ art1 ai:; .foll(lws;

V)S!T FLORIDA q/o WW ~ectombe; CEO . 2540 W. Executf~ GenierCrtcie, qi.lite ~o Tallaha.ssae. Florida 32301 8$0-205'-31{03

MAT Meola, Lt9 • r;to c, Patnck /'l.oberls :201 South M.ontmr Stre~tsurte .:201 TaUMi3S$ee,Florlda 3:2301 65CHl61.S444

,. 1l;RM: The 'terrn

.3; NOT[CES: All notices per!ainingto.ttlis p,greeme9t shaU .be in wrftlng.anr:1 shall be transmitted eilher·oy personal hatJdtlellvery, Unitetl.~tates Post Of!ice. return receip!request~d, or ovemlghte>;preSl, delivery, Tetaphone, .tax or emaU maybe tJS:e.d if the notice rs also transmitted by one oHhe preceding forms of delivery, The addteS$e$ set forth above for the respective parties shah be the places wti.ere notices sh.all be ·sent,.urtles$Wrltten no1lce of <:h.in9e of address is given•

2376

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

4. SCOPE OFWORK: . Th~ scope Qf WQ* fo; b.e petfor11ied by tne Contractor and the sponsorship benefits to b.e rec.eived by VJSll FLOR!DA end c;oveted by the total compensa.t(.bo as .specified in Sect\Qti ? include:

A, Air,[ngs -Re.airll'l!l ,Cntl\li Fooct NetworKof 13 ep!sodesof Emeri)'s Florida {!itst produced and aired orrtfle(;Qoking ptiantiel in 2013) over 13 week~lnJuly, Aµgustanti $eptembetonj!Oi3..

B. Bijlboard§-~ Oi\e (1) :05 seconli openin!} b!!lboard P,resenlihgSpon1,or credit per episode inc!4dlng logo, audi~ mention and iekt

c. CgmmerP,tel- Clne{1) :30 se.e?rl4Natiol:1i;II comrne:rcia! spot Pereplsode'. tnrs will r1ofbe atteohe~n;ir~ separately. s. .COMl"ENSATION; Toe eompien")tttior:, hQ.t·to m-:ceed $200,000 to be.remitted by VISff FLOf{lt,A ioJhe Con;•••1tows:

A· $50:QoO -,pon executiononhis Agreemet1land Cot)tracror'sprovisiOpQf a writt~ cacknoWled~mentfrorn tne Fol'.ld Network that t1'e ·l3 epil;odes of Emeif¥sflo(1ga wl\lbe aired C!Vet ;1,13 week perroo In July, AJ:Jgqst, eoo September of .2013. If rot . apy reasar\ .the episodes tall 1P •ait ss PJ'.0\/ide(f Within: this Agreement. the $90,000 deposit \/Jlfl. be returned lo VlS!T FLORIDA.

a. $501t!OOJJl)on.pt0l:lf'of.pertqrrnance ofto be s;1..1brnitteq in August of.20:13 for the· July Jiitings: ·

e. $50,004),upon proof Qfperfo1trtanct: otfo be Submitted in September of 2013: for lhe:August i1!irings.

o. $5D,OOO upon prooNJf performam:e ofto be subrnitted. In October of 2013' kif the :SE!ptarpber airings.

6, BlLUNG ANO PAYMJ:NJ; All dawmenls tQ be provk!ed by Contractot.per•lh'is agreernent must be• rei;:ei11ad byVlSITFLORlDA flfteen{1 ti) days prior to. SC!ieduled P<3Y.ll1Ell'lt!;;.

7. COSTS ANO EXPENSES: The mtar compensa«onas specifi'ed In Section !:i rs Trtcli.1$ive pf aU costs erit;! expenses associated with the productiofior airing oflhe program !rdudi.ng ta!~nffees meither CQm17el}sat!pn to Emert! Lagaste; the Ct,'ok!!ig Channel, Marttja Stewart UvlnQ Ornn! Medla or the FoQd Network as tjutlin.ed io !his agreement No ottiel­ costs orexpeoses will be palq by VISIT FLORIDA under th!$ Agreement

2377

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

11, PERFORJ\,M,NCe:conrractor agrees to perform an .servic;es ln apmfesslonat, technical!Jeompetent and titnely manner, in aci::ordaoce.will) lf\dustry stan.dtlrds 11nd !\RappUcabte laws, r4le~ and regulattons. Contractor snat! obta,fn alJ llcenses and permltS and pa.ya~Jees requke.d looc,mply Wl!h SUClltaws and regulations, In pelio!mano~ of !hi:!se s:erv!ces, c·ontractor will .riot infringe any patent, copyri~ht. trade secret or otherpropr'ieta,y rightofeny pe,rsan or entity,

C,ontract~r agrees fo provtde \VTitleri acknbwfedgem~t from !Ernedllagas$e, Martha Stewar!L!ving Omni Medta. and the cooking chanMI tha.t Go11tracto,r.is.autho112e.d Je ®nt~ctwith6!lleril L;agasseas talent and for the:alring of the episod1os Oil the Food f\letJVo,rl< descritred uhdet Paragraph 4 and hc!S secured all necessijr.y lii:enses1; agreements; and OOl'l$,0f!W so as to nllt iof/inge 0~ any patenl,GOPYrigtittrad~ secret of other proprietary tight. 9f any persqn or entity. Failure to pr.ovlde !his ~edgment Wlll vcild thisAgre~'l)lenL No. payment wilr be due. nooemltted·to Contraetor until this .written ackt10Wledgrnent is received ,by v1:;;1r FLORIDA. a. OONTJGENt pABlLITYi \l'lSIT'FLOHIOA'~pertormance llodo,blfgatf.e1nfopayunder thls Ag:reemenlls coritmgentupon an annual appr.qpriatipn.by theLeglslature. ln !he event that th'e state furyds qpon which this Agr.e.ement is de,pendectt are withdrawn .or tJ;JdUced, this ~reement Is terminated i:irid ViSIT FLORiDAhas no fl(ftl'ler lif.lbµity to the Contractor beyond that already Incurred b.y the: termin.atlcm date.

Ht lNPef>ENDEWT CO~IRAC'rtH~! The Conlractl.lrsf1all aclas an Independent conliacfut and not as an employee

VlS!'r FLORIC5Asha!I not pavorwillil:lold, an/:lContra;ctor will hold VISIT FlORrDA harmless from, costs for,employee beneft~. employee, ta;ceis, lpsurance, and other co.!;ts !yi;iically arising from an employer•employeetel1:1tions1'1ip: Contract or shalt pay its own expensea, inth~dlng saiaries and comm~ions. to Contraclor'.s employee$ imd alt taxes lncurrie.d in doir.g bUslness,

:t{ INDEN\NlFICA TION AND INS\JRANCE:

A, lnwemnm~atiot1: The Ci)fltractar :shall by !!able, and agree to be llableJOt, and shall indemnify,. def enc! and hold VISIT FL'OR!DA and its .agents, ,offlter:s. directors. emplQyees, and member:$:harmless from a:11.c:talms, suits.jud~rnen~ •f damages' \ncludinQ inl~reJ;t and attorney fees arising from !h1;1 Con\raclor's 1:1ctivitle1:1 and.performance cif'the ta:,ks and rMie.s whlt:h. are.lhe S\lbjectof this Agreement

B. l!lJS.tJrance: Contr;actm will maintain et tts owh .c;ost dprif'fg the peiriod tif this Agr~emerrt; Hability insura/1Cf) of ilt least One Miflion Dollari; in po.licy amounts covering Claim:.. or sult_s arising out of Contrac1or's services and wiHJurnish ,to VISITFLOR\DA evloe:nce-o,1 this fos11.rance. The insur;mce policy stiaU include !.'.overage nf commercial gen11ral or public ~a:ti!lity, workers' oompensalionand employer's Uabittty; aUt,omobHe liability, pro.l~s!onat liability and crime and fidelity (including fraud coverage).

2378

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

12, EXClUSlVE,A<3H~ ~h s Agreemenns :,n exclusivi; and personal agr.eement :'or professional SEiv1ce and p, t be assigned bytne Contractor without prior written gpprol••••• IRIDA.

13, EXCLUSIVE PROPERTY; The Contractor maintains ownersr,ip of tile property

described1n Pmagraptr4, lhder tr1isAgreement \J!Si, FLORIPA is 1icen,aict to use thenarne, contcn: ond other ,rratsriJ\s.described hereir, T:he Con!ractcr $hall retair, of the origins! eriisodes and other ma:erials, The narnes, imeget and logos identifying VlSIT FLORID.A are the exclusive properly and proprietary mcirks of VISIT FLORIDA and noH-.,:ng ccnt<1it1ed herein shall be. co,1strued to grant CtH')tractor any rights or licenses to VISIT FL CRl• Aexdusive-prcperty except BS neeued for the ::;iring offhe rxo,~rarrr episocle,,,

14, TERJVlltl!ATION: In adriillrni !olhe p.rovisioris set forth m sectiom\ 10 and 16, the Ar,reerrent may be terminale,d by VISIT FLORlOA for breach upon failure of the Contractor to perforri any re quirernent or provislon of this Agreement upon no less than24.Mur noti~e cleliven,,d in ,he n,anner set ~orth ir, .Si;C1j{;n$31ere:n. Tliis Agreemen: rnciy be terminated by V:SlTFLQRiDA with &O dEey·nolice givenpµrouan! lo Section ~.. Tnis Agreenmm may not beterm[nated by Contn"!ctor under any circumslarices once full f€,es have been paid unoer provisions set fortl7 in Secticr. 5, until which tirnB as 1he Co ntrnctor has returned aH disbursed fees paid to Contractor. toVISlT FLUl~IDA

Cn termination by dther party and the payment of an ar,1ounH, due at terrll!nati'on, Contractor :;hall retum:t1;1VISIT FLORlOAalldoc,m-enls and ma!eriels be!ongmg to or produced for VlSlT fLCRIOA by Contractor or by any third party including all copies of contdenUal documents:.

15. BANKRUPTCY 9,R CHP.,NG!c:.Qf_OWNERSMIP: Con~rac!orsha/' notify VISlT f"LORIDA if Contrac;tor files for ba,nkrupky or changes ownership wilh!n five (5) business'days of such filing or chaM,; e in ownership \l'lSIT FLORlDAsl12I I ha-111 th.e right to tenoinale this Agreemanl imrnediHely upon rectlipt of such notification

l!l, NON-DISCR!WNoJJQt:t Oo:1tractci' agfl>trnt¢con-ply wllh aHpro•,isions ctUnite.d S'.tate.s and Florid3 I.aw and po hey regcJrd\hg equal cn1p'0Yrnent ppr,ortun,:.ics, Contrat!or also ag1 ees to provide a harassment-free workplace and give priority management attention and action to any allegation of harassment

2379

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

17 El! SL!i:;_f;}lT!TY c RIME:S: Ccntra::tor affit.ms thatit fa 8ware of me provisioris of Seclfon 287.i33{1){a). F'loiida Stat1.:tes, ahd tr,c1t at no 1irne has the Cdntrnctor be.e'l convicted ot n Public Entity Crime. rhe Contraclor agrees that It shall not violate suchi8w andfu,1J-1er acktuwledges 2nc agrees ll1ater.y convic:ion dqring tbelern oHtiis Agreement may result irrthe termination ofthis Agreement Thfs Contractor shall insert a provision in accordanrewii!1 thls paragraph in any subcontract for s2rvices under this Agtee1""!ent

18, BECORP M/l.!Nil;_NANCE: Crntractor agr8es lo maintain journals, ledgers, books. and otr1erreco:ds in .good·o1der and in sufficient detai1 to'allowaudit·2,1d post-m:plt activities required by law with respect to VISIT HORTDA actiViUes, and to maintain therr>fo, three years att.er expiralion of1his Gontract.

19. CERTlflCATION OF ELIGIBILffY: Contractor ceitifies \hat it is not on !he State of Florid., convict.e.d vendor list.

20. WAIVEE;_, The faiiwre of either party to this .A.greement lo object to or to take ;:if'.'irrnalive action with any ccnductof the other wlJicr, is irrvio!alfon oflhe terrns .of th's.Ag:reemenrsti,:il not be co~1rued as av:aiver of lh" vkilation or brt>60L or o1 any fur.her violation, breach or wrongful cMduct

21. M/J!JlflCAilt>N: Tl-rs WtHing cont.;ins the-en Ure Agree

22. LEGAi- REQUIREMENTS; With respect to its interpretalion, constructlon, effect, performance, etito1·ccrrrent and aHotr,errnat1ers, this fa,greernent $'1-all by ,;cove/necJ by, arid be c:ons'.stent with, the whole law Qf the St8te 01 both ptocedUral and svbstantive, Any ano ail !itig;ition aris:ng under lhis Agreement shall be brought ln theappropriafo State of Florida.courtfnleo~1 County,

23, f?(ECUT!ON OF AGREEMENT: ·;he parties agre., ihat the execution of this Agreement maybe by eJeottornc sigh3ture and maintaii1ec and trnnsJcted b,• electronic

24. f.QRGE MAJE URE: Ne1Jher party shali .be.deemed in default of this Agreement lo !he exteht1h8t perfon-nanc.e of its obligations or cltemp!slo cute a,,y breach are delaye:J •)r preverted by reason of any act of God, fire, Vialura! disasier, acc:ldent, riots, acts of

2380

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

govemtnent, acts of war 6! terrori!im, shortage of materials •r.!iupplle!}, f~i1t.1re of tram;portatlon flt communlcatlons or of suppfiers of any 900:d 9r l;ervlc~S; or any other cen:l:;e beyilri.i:lthe ri,$sanabte cpn'tr°'1 ohtich palty,

lN WITN,ESS HERE<>F, the partjes have .cawsed their h.mcfs.ar,d teals to be 1;et-1p t:hls Agre~eni bt iheirtespectil/fi! offr,;:;Jals: hereto..

.VISIT Fl,..QEIDA MAT Media; LLC .,.

2381

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Agreement between Florida Tourism Industry Marketing Corporation, doing business aerVISIT FLORIDA, and MAT Media, LLC.

THIS AGREEMENT, entered into March 18, 2014 by and between the Florida Tourism Industry Marketing . Corporation, doing business. as V!Sff FLORIDA, hereinafter referred to as "VlSlT FLORIDA", and MAT Media, LLC, hereinafter referred to as "Contractor".

PURPOSI::: VISIT FLORIDA hereby engages the Contractorto promote tourism in the state of FLORIDA with the production and.· airing. of original televisio~ programming hosted by Erperil Lagasse featuring Florida locations and cuisme in Emeril's Florida for Season 3 airing on the Cooking Channel and Season 2 re-airing on Food Netvvork.

t. PARTIES: The parties and theirrespectlve addresses for purposes of this Agreement are as follows:

VlSIT FLORIDA c/o Paul Phipps, CMO 2540 W. Execu!)ve Center Circle, Suite 200 Ta.11.ahassee, F'iotida 32301 850-205-3877

MAT Media, LLC clo C. Patrick Roberts 201 South Monroe Stre.et Suite 201 Tallahassee, Flodda 32301 850-681-6444

2. TERM: The term of this agreement shall begin on the date of execution, and continue through December 31, 2016, unless V!Sff FLORIO/\ terminates earlier as provided in Sections 10 and 15.

3. !J.OTlCES: Aff notices pertaining to this Agreementshail be in wrlfing and shall be transmitted either by personal hand delivery, United States Post Office, return receipt requested, or overnight express delivery. Telephone, fax or ernail may be used if the notice is .slso .trarsrnitted by one of \he preceding forms of delivery. The addresses set forth above for the respective parties snaH be the places where notices shall bo sent unless written notice of change of address ls given

rsge1of10

2382

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

4. SCOPE OF WORK ANO PARTIES' RfSPONSJBILITtES:The. Scope of .. Services Is that which is olltlined in attached Exhibit A, incorporated herein by.reference.

The. servJGes to be performed.by the ·Contractor. and cpvered by the total compensation as specmed ln, Section 5 includes re•airing tjf Season 2 of Emerll's FJorlda on l=ood Network over 13 weeks in the third quarter of calendar year 2014 a!)d the production; airing and re.cairing ·Of 13 new originaJ eplsodes for Season 3 oLEmeril's Florida on the. Cooking Ghan nel over 26•week5 during Jhe.first andsec;ond quarter.of calendar year 2015. All deliverables pertaining to Season 3 are outlined in E:xhiblt A The episodes shaJI be hos~d by Emeril Lagasse"

Contractor Will not sen advertising .. or . co-sponsorshrpa for $eason 3 or Seas.on 2 . episode. re.-airings .. VISIT . FLORIDA will be responsible for securing advertising and CO·$ponsorships. VISIT FLORIDA retains all rlghts to collect revenue on,> aH co.. sponsorships, advertisI11g revenue or ;;my other revenue generated by this Agreement for Season 3 or!glnal airing and Season 2 and Season 3 re-airing:

VISIT FLORIDA wm provide co,:sponsor padicipation; content and show location ideas and.· suggestions PY no. later than May ts, 2014. ConJractor will provide VlSIT FUJRIDAwith a production ~chedule and C?ntent p1an for finaf approval by VtSff FLORIDA by Jtdy 1, 2014 (due to E;merfl Li:igasse's I schedule, a limited number of segments will .bedn productio,n th~ week of March 24th, 2014 in Southeast Flc:irida), Emeru Lagasse will have final approval of showtocatlomLand content cre~ted Jar the prbductioh of the episodes; The, Contractor's research teamwHI .provide suggested locat(ons and content to both Em~rrl Lagasse andVISIT F'LORIDA. VISIT FLORIDA does retafn the right to veto any location suggested by Contractor or Emeril Li;iga.sse.

The Contractor retains aH ownership and copyright of the original television episodes, web vrdeqs, ··\Web articles, and photos;. The Contractor grants, VlSJT FLORJDAthe rightto use: the web· articles,. web videos,· episodes, artd: photos for Season 1, Season 2( and Season 3 content as part QfVISIT FLORJDA'smarketing the culinary experiences to Florida untif

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

coritractforan additional oneyearterm.Theoption mustbe exercised on or before June 30; 2015 upor, Jhe same terms and conditions as set fot1h in this Agreement

6. COMPENSATION ANO PAY&.'{ENT: The compensation to be rernftt~d by VISIT FLORIDA to the Contractor per Exhibit B, shall not exceed $~,400,00Q. .

Sl'lolll!'f Contractor· receive any tax. rebates or· incentives for the proauc:tfon and airing of Emeril's Ffodda ~eas.cm 3, 50% of the doUarvalue of Ihose rebates .•or Incentives ·WHI .. be .rernHted· to· VlSff FLORIDA within 15 days of theCbntractorreceiving payment

7; BILLING AND PAYMENT: Contractor will forward irwpices via email to Sean Buzzeita ·at [email protected] as outlined in . Exhibit . 8, Payment Schedule: All fnvoic,es must ln<;lude copies of the media invoice and proof of performance. Proof performance may.include copies ofthe proof of production, copies of the .vignettes, copies of web artides, proof of tiroadcast, warranty ;statement from network confirming airing with date and time,·andairing log. s. COSTS ANO EXPENSES: The totat compensation as specified in Section 6 is indusive ofallc:;osts and expenses associaJed with the production of the program including talent fees or other compensaifon to Emern lagagse the Food Network, CookingGharynel or fhe Martha Stewart Uving Omni Media as outlined· tn thrs Agreement No other costs or expeni;es wilt be pard by VlSIT FJ,.OR,!DA underthls Agreement

9. PERFORMANCE:. Contractor agrees to perform all services Jn a. fn a professiona11technically competent ~nd tirne!y manner, inaccordance with industry standards. and au applicable laws, rules and regulations. Contractor shall obtain a.If Hcenses and permits and pay an fees required to c;ornply wtth such· taws and regulations. In performance of these services! ContractorwHI not infringe any patent, copyright, trade secret or other proprietary right of anY person or entity.

Contractor agrees to provide Written acknowledgement from EmerH Lagasse and MSLOErnerU Acquisition Sub tLC. that Cqntractor is authorized to ••Contract.with ErnerH. Lagass€! .as. talent and. the Food· Network. or Cooking Channel for theta iring of the episod~s described under Paragraph 4. and ·has secured all necessary licenses, agreements, and consents so as to r,iot infringe on any patent, copyr,gnt, trade secret or other proprietary tight of any person or entity. The Contractorsttallobta.ih or own all licenses, 1;1greements ·and consents· necessary tO' license the use by VISIT FLORIDA of season 1 and Season 2 Ccmtent as provided in Paragraph 4. Failure fo provide this Page3 of1o

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

acknowledgment wlll Void th,s Agreement No payment will be due n9r remitted to Contractor until this written acknowledgment is received by VISIT FLORIDA

10.CONTIGENT LIABILITY: VISIT FLORID/\'s performance and obligation to pay under this Agreement is contingent upon an annuai appropriation bythe Legislature. In the event that the state funds upon which this Agreement is dependent are withdrawn or reduced, this )\greement is terminated and VISIT FLORIDA has no further liability to the Contractor beyond that already incurred by the termination date. i1.!NDEPENDENT CONTRA.CTOR: The Contractor sh.alt act as . an independent contractor and not as an employee of VISIT FLORIDA in the performance of the tasks and duties which are the subject of this Agreement No statement in this Agreement shall be construed to make Contractor, its employees, contractors, servants or agents of the employees of VIS.IT FLORJDA, and tr,ey shaU not be entitled to any Df the rights, privileges or benefits ofernployees of FLORIDA.

VISIT FLORIDA shall not pay or withhof,d, and Contractor will hold VISIT FLORIDA harmless from, costs for employee .benefits, employee taxes, insurance,. and other costs typically arising from an employer-employee relationship. Contract shall pay Its own exp~nses. including salanes and commissions to Contractor's ernployee:s and all taxes incurred In doing business.

12.!NDEMNIFICAT!ONAND !NSURANC!;:l

A. Indemnification: The Contractor £,hail by Hable, and agree to be liable for, and shall indemnify, defend anci hold VISIT FLORIDA and lts agents, officers, directors, employees, and members harmless from all claims, suits,judgments or damages, including interest and attomey fees arising from the Contractor's activities and performance of the tasks and dutie.s which are the subject of this Agre(~ment

B. Insurance: Contractor will maintain ,3t its own cost, during the period of this Agreement, liability insura.nce of at least Two MilHon Dollars in policy amounts covering clarms or sU1ts arising out of Contractor's services and will furnish to VISIT FLORIDA evidence of this insurance. The insurance policy shall include coverage of commerdal general or public liability, workers' compensation and employer's liability, automobile liability, professional liability and crime and fidelity (including fraud coverage).

Page 4 of 10

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

13.EXCLUSIVE AGREEMENTrThis Agreememt is an exclusive and personal agreernentJorprofessional service and prodµcts and may nott}e ass1gned bythe Contractor without prior written approval of VISIT FLORiOA

14.EXCLUStVE. PROPl:~TV: The Contractor maintains ownership of the property described iff Paragraph 4; Under this.Agreement v1sn- FLORlDAis licen$€0 to use the episodes, wehvfdeos., web artlcfes, b-roflfootage; name, content and otherassociated materials described h) Exhibit A in perpetutity; The Contractor shalt retain copyright of the original episodes and other materials. The narnes, images and logos identifying. VlSITFLORIDAare.the exclusive pr:operty and proprletary marks of VlSff FLORlDA and nothing contained herein shall be construed tQ grant Contractor any.. rights or licenses to VISIT FLORfDA exclus,ive property except as needed for the airing qf the program ¢pisodes.

15.TERMINATtON: lnaddttfon tothe provisions seUorthin sections 10 and t6f me Agreement may be terminated by VISIT FLORIDA for breach upon failure of the Contractor tQ perform, anyreq1.1irEim,ent or provision of this Agreement upon no less than24 hour notice delivered in the manner s.et forth in. Section 3 herein. This J\greement may be te.rminated by VISIT FLORIPA with 60 day m;itice · given pursuant to Section 3. This. Agreement may not be terminated ·by Contriiic!pr uqder any clrcumstances once fuU fees h~ve been paid under provisions set forth Jn Section 5, until wbich time a.s the Contractor ht;:ls returned au. disbursed fees paid to Contractor, to VISIT FLORIDA

On termination by either party and the payment of an amounts. due at tefJTlina~ion, Contractor Shan return to VJ$1T FLORIDA an documents and materiats. belonging to or pre,dvced for VlS!T FLORI PA by Contractor w by any third pa,.rty inducing alt copies· of confi<;tential documents,

16:CBANKR.UPTCY OR CHANG!: OF OWNERSHIP: Contractor shall notify VISIT FLOR IDA .if Contractor ·files for bankruptcy or changes ownership, within five (5} business days of such filing or change in ownership; VISIT FLORlDAshall have,lhe.rightto terminate this.Agreement immediately upon ret:eipt of such n:ottfii;::ation.

17.NOf'UJJlSCRIMINATlON; Contractor agrees to C?mply w1th a11 provisions of United States artd Florida Jaw and policy regarding equal employment opportunities~ Contractor also agrees to provide a hatassrnenMree workplace and give priority management attention and action to any allegation of harassment ·

18. PUBLIC . ENTlTY CRIMES: Contractor affirms tnat if i~ aware of th~ provisions of Section 28.J.133(1)(i:!), Florida Statutes, and that at no time Page?iof1Q

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

l'\as the Cdntractor peen convicted of a Public f:ntlty Crime. ·The Contractor agrees that it shall notviolate such law and further acknowledges and agrees thalany conviction during the term otthis Ag~ementmay result in the termination of .this Agreement This Contractor shat! insert a provision· in accordance wlth this paragraph in any subc.ontract for· services under this Agreement.

1$,RECORD MAINTENANCE:. ¢ontrador agrees to maJntainJoumaJs~. ledgers, pooks and other records in good order and· in sufficient df;ltail to aUow .iudit and post-audit activities. require<;$ by Jaw with respect to VISIT FLORIDA activities; and to maintain them for thre,e years after exprratkm of this Contract.

20.CERilFlCATlON OF ELIGlBJLITY: Contracforcertifies that it is not on the state of Florida convicted vendor list

21. WAIVER: The failure: of eitlier party to this Agreementto object to or to take affirrnative action with any conduct of the other whictr is in vJqlation ofthe­ terms. of this. Agreement shall. not be t'!onsttl.led· as a· wa1ver of the violalibn or breach, orof any further violation, breach or wrongfufconduct

22.MOOIFfCATtON: This writing contains. the entire Agreement· of. the parties, Ne> representations were made or relied upon by either party, other than those that are .• expressly set forth'. No agent, employee or other representative t?f either party. is empowered to alter 'any of the terms of this Agreement, unless done Jn writing and signed by an auttrorized signer of tne Contractor and an auV1orized signer ofVfSIT FLORIDA.

23.LEGAL REQUIREMEN'rS: With respect to fts Jnlerpretation, constructlon, effect, performance, enforcement.and all other matter$, this Agreement shall by i;Joverned .bY1 and be consistent wittJ, the whole law of the State of Florida, both procedural and substantive. Any and an litigation arising under th.ls Agreement shall be broughtln·the8pproprfate State. of Florida courtih Leon County, Florida. ·

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

24.EXECUTION.OF AGREEMENT: The parUes agree that ttie execuUonofthis Agreement may be by electronic .signature and mairttatned ancl transacted by erectronrc record, ·

2$,FORCE .MAJEURE; Neither party. shall be . deemed in default of this Agreemept to the extent that performance Of its obligations or attempts to cure any breach are delayed orprevented .by reason ofanyact of God, fire, natural disaster, accident, dots, acts ofgovemment, ~cts of war or terrorism, shortage of . materia1i;; . Qr . suppHes, ... fanure of . transportation or communications or .of suppliers of good or services; or any other cause beyond'. the reasonable controt ofsuch party;

fN WITNESS HEREOF, the parties have ~used thelr han1.ts and seafs.to. be set to this Agre~ment by the'ir respective offictc,1ls hereto. ·

vrstr FLORIDA MAT Media, LLC

Will Seccombe C. Patrick Roberts

Presidentarn:i CEO. Managing Member

Date: Mar19; 2014 Date: Marta, 2014

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXHlfllIA Se;;as-qn 3 emerij's Flqtida Deljyerables

A. EPISOOE$:Thirteen (13Jtwenty0 two>(22) minute original episodeswill be created utitizing aft Florrda based content produced·on loCationthtoughout. Florida hosted by El1'leril Lagasse for Season 3; The episodes will J:>e pradrjced in calendar y:earQ3 and Q4 of 20M and airing in calendar year Q1 and Q2 of2015 on the Cooking Channer. A production schedule, contenLplan and location schedule to be provided qy the Contractor to VIS ff FLORIDA for final approval prior to production. VIS ff FLORIDA will have the rights to veto any location or cont~nt The' final editorial decisions wiH be made by Erneril Lagasse: . B; AIRINGS; Thltteen (fa) .original eptsodes to air on the Ccioking Channel fn catendaryear Q1 and 02 .of ?Oti;i on Saturday or Sunday afterrioons plus two {2) weekdayre-airin(?S one rnorningaryd one afternoon,. Q1 Wiff air 13 orlginaLepisodes p:lus two (2) re-air and Q2 wm air all 13 episodes three {3) tJmes, Total airings: 78 in 2015. In addition, Season2 Emeril'sFlprld:a re'.'.' airswiUalso be schedufedfor.calendaryear as 2014ontheFood: Network for 13akings. c, Bl~t,.SOARDS: one (1} :05 secc)nd opening billboard Presenting Sponsor eredit per episode including logo, audio mention and text, plus three (3) :05 second'billboard In the body of each episode including logo, audio and text. Vlsn ·FLORIDA may maketheSE? billboards available to Florida tourism industry partners. Total biUi;;oards -'-312 in 2,015 for Season 3 on Cooking Channel and 52 .in 2.014Jor Season 2 re~alrs on the Food Network. D. Comm~rcial: Six (6) :3() second. Nattonal Commercial spots per episode for Season 3 on the Cooking Channel: 78 total al rings with 468 commercial spots fur 2015, VlSiT FLORIDA may excJusively sell these spots ~rid collect c1nd retain the revenue for tf1ese spots~ In addition;, VISIT FLORIDAwUlhave three (3) ;30second spots per episode for Season2 .~~airs on the food Network for a total of 39 additional spots. VISIT. FLORIDA may exclusively sell these spots and collect and retafn the revenue forthese spots E. VIG.NETTES: Minimum two(2) perepisocte thatwill'be approximately 1.;;. 3 minutes in length per vignette, Total 26vignettes. F. ARTICl,ES: Thirteen (13lartfcles tied to.each eprsodefor web and social marketing, These !:lrticles,wHI be a minimum of250. words and wm be developed with input frorn •the marl

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

J. CREATJVE ANO PROMOTIONAL CONSULTATION: The Contractor WiH consult on.creative and promotipnal aspects .of Emerll'~ Florida with VIS !T FLORIDA'$ staff and lts Ag~ncy; Sapfent Nitro including site selectionsi tttemes,. and editorial suggesttons. The final e~itorial eonlrot is maintained by Emeril La.9asse, with· aoceptance •by VISIT FLORIDA and Cqntractor, K. EVENTS Ar,10 PROMOTIONS; VISIT FLORIDA will have the rights to promotional srgnage at all events directly tied to the f:meril'sflotida series ?IS tong as it is appropnatewith the local organizers of the events. VlSIT FLOR!DA and the ContractorjoinUy9gree to pron,ote the show; This may' lnclllde promotional material, events, and other marketing efforts thatare agreed to.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

f;XHIBIT a PAYMENT SCHEDULE

Contractorwill involceVISIT FLORIDA $403,000 u.pon 1 executl.on of Agreement. The.depositamqunt $ 403,000 of f;,H,OOO

does not air for Season 3 by June :30, 201. 5.. .. Contractor wm fh\/Oice v1srr FL CJRIDA. $200,ooo·•upon airing $ 200;000 and proof "of performance of a:U 13 episodes from Season 2 re'." 1:1rring ·ln calendar yEHJr Q3 201'4 on.Food Netvvpr'k Contractorwill invoice Vl$lT FLORIDA $.20~000 upon $ :20,000 presentation and acceptance by VISIT FLORIDA of production schedule and contentplart Contractor will invoice VISIT FLORtOA $l10.0CJO per episode ·· for the prod1.1ctjon of Season 3 ofiginal 13 episodes and provide $ 1.430,0{)0 proof of .comptetion of prodvction. The $110,0CiO per episO<;te will be retu:rtlf:ld to VIStT FLORIDA fpr any SeeASOn 3 episode that doesnotair byJune.30, 2015

· Contractor wm invoice VISIT FLORiDA $'89; 1'i5,39 per episode $ 1,15~,500 for tile origiQal airing of Season 3 originaL13 rapiso

Contractor will. invoice VISIT FLORIDA $2,500 for the $ 32,500 completion of 2 web vignettes per episoe!e for Season 3 for a total of 26 web vignettes as ouUi.n:eo in Agreement or $32,500 Contractor wHI invoice VISIT FLORIDA $2,CJOO for the ·· 26,000 compleUon of web articles per episode torSeason 3 for a tota.l of 13 web articles as outfined in Agreemento($26,000 Contractorwill invoiCE.? VISIT FLORIDA$130,000 andprovid:e $ 130,000 proof of performance for the 65 re-airs for Season 3 epJsodes, $2,000 perre-air, TOTAL

Page .10. of 'ID.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Amendment#1 to the Agreement b'et;ween Florida T.ourlsm tndiu~try Marketing Corporation, doing business as VISIT FLORIDA, ao:d MAT Media. LLC

THIS AMENDMENT #f made on tMs 9th day .of January, 2015 amends the Agreement entered into. 011 Maren 19; 2014 between th~flotid8Tourisrr1 Industry Marketing Corporation, doing business as ylSlT FLORIDA hereinafter referred to 3$ "VISffFLOR!DN,ant:JMAT.Media, LLQ, hereinafterreferred.to·as "Contractor".

WHEREAS.VISIT FLORIDAi¼Mg Contractor were mutually served inthe imprementation ofthe Agreement;• and

NOW THEREFOR~, in considerati.on ofthe mutuc1f understandlngs and agreements hereinafter set forth ancfagreed betweeh U,e parties, th~ patties hereto agree .as follows:.

Section 4. SCOPE OF WORK AND PARTIES' RESPONSIBIUTIES shall be amended to read:

The Scope ot Services tsthat which is outlined in attached Exhibit A-'1 i incorpo:rated here1n.byteference.

The $ervlces to be performed by the Contractor and covered by the total comper,sation,as specified Jn Sectfon 51ricllrdes re~airing of Season2 of EmerWs Florid! on Food Network over 2? weels

Contractorwm not sell advertising or co~sponsorships for Season3Qr Season 2 episode re~alrfng5. VISlTFLOH!DA will· be responsibleJor securing 1;1dvertislpg. · and co~sp0,n.sorships. VISIT F'LORIOA retains ,;1H rights to. cp!lect revenue on all co-sponsorships, adve.rtising revenue or any other revenue generated by this Agreementfor•Sea~on.3 originaJairingand·Season 2 and Season $re-airing,

VIS ITFLORIOAwilt Provide co~sponsor participation, content and show loc:ation id$as and ?llggestion:s by no later than May 15, 2014, Contractor will provide

Pag.~ .1. qf 6

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

VfSIT FLOR!DA With a prbductlon schecture and content plan forfinal approval by VISIT FLORIDA by July l, 2014 (due to Emeril Lagasse's schedu!f;, a limited number ofsegm.ents will be in produc:tion the week of March 24 th,20'l4 in Southeast Florida). Emeril Lagasse will have final approvar of show tocations and co.htent created for the productipn ofJhe episodes. The Contractor's research team will provide suggested locations and content to both Emeril Lagasse and VISIT FLORIDA, VISIT FLOHtDA does retain the rtght to veto any location suggested by Contractor or Emeril Lagasse,

The Contractor retains all ownership ahd copyright ofihe original television episodes, web videos, web articles, and photos. The Contractor grants VISIT FLORIDAthe right to use the w~b articles, web videos, episodes, and photos for Season t, Season 2, and Season 3 content as part of VISIT FLOR!DA's marketing the culinary experiences to Florida until December 31st,2016, The Contractor wiil assist VlSH FLORIDAiO obtaining additional future rights if requested from the MSLO EmerJ!'s Acquisition Sub llC. Additional future rights for web articles, web videos, episodes and photo:, can be obtained with an addendum to this Agreement for $10,000 per year.

Section 6. COMPENSATION AND PAYMENT shaU be amended to read·:

The compensation to be remitted by VISIT FLORIDA to the Contractor Exnibit S-1 shall not exceed $3,600,000,

Should Contractor receive ~ny ta:x rebates or incentives for the production and aiftng of Erneril's florida Season 3, 100% ofthe dollar value of those rebates or incentives less cost of CPA to Certify funds to DEO not to exceed $15,0Q(}will be.remitted toVJSIT FLORIOAwithln 15 days of the Contractor receiving payment Season 3 approved tax credit 1s $555,742.

Exc:ept as specificc1lly provided herein, the parties agree that no other rnodification of the originalAgreementhas been made and Agreement shall continue infufl force and effect as modified by this Amendment

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXECUTION OF AMENDMENT. This Amendment can be executed by electronic means,

IN WITNESS WHEREOF' the parties nereto have caused thek hand.s and seals to be set I>n this Amendment written l:>y their respective official thereunto ¢uly authorized.. · ·

Flori eta Tourism lndu$try Marketing fJIA"T'·Media,. LLC Corporationd/bla VtSIT FLORIDA . . Pl!;?"; Ux'5i BY: ~------~~~-~~~'"""-'------~ BY: p,...,.,.,er,,;k""" 12,.m1&1 Authorized Signature Authorized.· Signature

Tltfe: wm Seccombe, CEO Title: Pre~ident

Date: Jan 12, 2015. Date: ~an 12, 201.5

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXHl8lTA•1

Sw;3on 3 Emerjl's Florida Deliverables

A•. EPlSOOES: Thirteen (13) twenty4wo{22} minute original episodes wm be created utllizing aH Florida based content produced on_location throughout Ftorida hosted b~,rEmeril .Lagasse for Season 3: The episodes wiH be produced in calendar year Q3 and Q4 of2014 and ai6ng in calem;far year Q1 and 02 of 2015. on the Cooking.Ch!Dnel, A production schedule1 content plan and location scf:ledUh:t to be provided by the Contractor to VISIT FLORIDA for final approvl3I prior to.productlpn. VfSff FLORIDAwlllhave the rights-to veto any location orcontent The final editorial decisions will be made by Emeril Lagasse. B. AiRINGS:. rhirte!in {t3} original epis.odes to air onth!:! Cooking Channet in calendar year Qt and 02 of 20t5 on Saturday or Sunday afternoons plus two (2) weekday re:-a1rings one morning and one_ aftemoon. Qt wm air 13 original episodes p!tJs 1:\.vo (21 re-air and 02wlU aJrall 13 episodes three (3} times. 1~ Totalairiflgs focCoqklng Channel in 2015. In addition, Season 2 EmeriJ'sflorida re~aks wm also be scheduled fOr c:alehdar year 0-3 and 0420:14 on the Fo.od Network for 26 ainngs. C•. &ILLBOARPS: one {t) •. :05 second ppening billboard Presenting Spc;msor creditpereptsode including logo, audio mention and text, ptus three (3) :05 second, billboard irt the body .of each episode including logo, audio and text. VfSIT FLORIPAmay make these billboards avalll;lble to Florida tourism industry partnEJrs. Total bjllboards_ -312 in 2015 for Season3 on Cooking Channetand 104 in 2Q14 for Season 2re:-airs,on the Food Network. p. COMMERCIAL: Six{6) :30 second National Commercial spots per episoqe for Season 3 on the C-Ooking Channel: 78 total airings with 468 commercial spots for 2015. ·VISIT FLORIDA may -ex.elusively se!J these spots and co Hect and retain the revenue for these spots. In addifton, VISH FLORtOAwm have three (3} :30 second spots per eplsQQefot Season 2.re-::airs on the FoodNetworkfqr a total of 39 !iidditkmal .spots. VISff FLORIDA may exclusively sell these spots and coHect .and retain the revenue for these .spots. E. VIGNETTES: Minimum two (:2) per episode that will be approximately 1 - 3 minutes in length pervignette. Total 26vignettes, E ARTlCt.ES: Thirteen (t3) articles tied to each episode forwel:)and sociai marketing. These artideswi11 bea minimum of250 wordsandwill be developed with input from·themarketing_staff of VISIT FLORIDA G. PUBLIC SERVICE ANNOUNCEMENT (PSA): V_ISIT FLORIDA is granted all rights and licenses necessary lo air the Emeril Lagc1sse's VISIT FLORIDA~ "Share A Little Sunshkle" campaign PSA spots pre,viously produced through December 31, 2015. H. EVENT PHOTOS; Photos from each event and episodewJU be providedlo VISIT FLORIDA to utilize on its web platform artd soci~lmedia. f, WEBSITE: The· C.ontractor will sublicense the dghts to Vt~ff PLORlDA to develop and maintain a website p~ge directry tied to Emeril's. Florida.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

J. CREATIVE AND PROMOTIONAL CONSULTATION: The Contractor wiil consult oncreative and promotional aspects of Emeri!'$florida with VISIT FLORIDA's staff and its Agency, Sapient Nitro including site selections, themes, and editorial suggestions. The final editorial control is maintained by Emeril Lagasse, with acceptance by VISIT FLORIDA and Contractor. K. EVENTS ANO PROMOTIONS: VISJT FLORIDA wHI have the rights to promotional si'gnage at aUevents directly tied to the Emeri!'s Florida series as long as it is appropriate with the local organizers of the events. VISIT FLORIDA and the Contractor jointly agree to promote the show. This may include promotional material, events, and other marketing efforts that are agreed to.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXHll31I B·1 PAYMENT SCHEDULE

ContractbrWill invoiceVISJT FLORIDA $403,000upon execution of Agreement The deposit amount of$31,000per $ 403,000 episode\ft,1111 be returned to V1$ffFLORlDA for any episode that 1 does not aidor Season 3 by June 30, 2015 G?Jntractorw!ilinvoice VISIT FLORIDA $200;000 upon airing $ 200,000 and proof.of performance ofaH 13 episod~s from season.~· re­ airlngrn calendar year 03 2014 on fooo Network Contractor will. invoice VISITFLORIDA$200,000 upon airing $ 200,Q,OO and proofof performance of all 1} episodes from Season 2 re­ airing iri calendar year 04 2014 on Food Network Contractof' will invoiceVISlT FLORIDA ~20,000 upon $ 20,000 presentation and acceptan~ by VISIT FLORIDA of production $Chedule and content plan Contractor will invqice)IISIT FLORIDA $110,000 pe'repisCJde fot the production of Season 3 original 13 episodes ang provide $ 1,430,000 proof ofcompletjon ofpmducU00; The $110,000 per episode wlllbe returned to VlSI.J FLORIDA for: any $e?1son 3 episode that does not air by June 30, 2015

Contractor wHlinvoice VISIT FtcORIDA $89, 115, 39 per episode 1,158,500 for the origin~f airing of Sea,SOJ13 original 13eprsodes and ptovideproqf ofperforr11ance in calendar yearQt and 02 2015

Contractor wHJ fnVpice VISIT FLORIDA $2,500 for the $ 32,500 completion of 2 web vignettes per epis<>de for Season 3 for a total of 26 web vignettes as outlined in Agreementor$32,500 Contractot Will invoice VISIT FLORiDA $2,000Jor the $ 26,000 completion of web articles per episode for Season 3 for a total of13 web articles as outlined inAgreement or $26,000 Contractor will involc:eVlSIT FLORIDA $130i000 and provide $ 130,000 proof of performance for the 65 re~airs for Season 3 episode$, $2;:()00 per re.,ait. 3,S:Q0,000 TOTAL

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2397

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Amendment #2 to the Agreement between F.iorida Tourism Industry Marketing Corporation, doing business as VISIT FLORIDA, and MAT Media, lLC

THIS AMENDMENT #2 made on this i3th day of February, 2015 amends the Agreement entered into on March 19, 2014 and Amendment #1 entered into on January 12, 2015 between the Florida Tourism industry Marketing Corporation, doing business as VISIT FLORIDA hereinafter referred to as "VISIT FLORIDA'' and MAT Media, LLC, hereinafter referred fo as "Contractor'\

WHEREAS, V!SIT FLORIDA and Contractor were mutuafly served in the implementation of the Amendment; and

NOW THEREFORE, in consideration of the rnutuaf understandings and agreements hereinafter set forth and agreed between the parties, the parties hereto agree as follows:

Section 4. SCOPE OF WORK AND PARTIES' RESPONSIBILITIES shall be amended to add the following:

The Scope Services is tMtwhlch Is outlined In attached Exhibit A 0 2, Incorporated herein byreference.

The services to be performed by the Contr<1ctor and covered by the total compensation as specified in Section 5 includes re-airing ofSeason 3 of Emeril's F!Qrldaon Food Network over 26 weeks in the third quarter and fourth quarter of calendar year 2015.

Contractor will not sell advertising or co~sponsorshlps for Season 3 episode re-airings. Vl$1T.FLORIDAWillbe responsible for securing advertising and co-Sponsorships. VISIT FLORIDA retains all to col!ec! revenue on all co-sponsorships, advertising revenue or any other revenue generated by this Agreement for Season 3 re-airing.

Sectipn 6. COMPENSATION AND PAYMENT shall be amended to add the following:

The compensation to be remitted by VtS!T FLORIDA to the Contractor per Exhibit B-2 shall not exceed $330,000.

Eicept as specifiC<,llly provided herein, the parUes agree that no other modification pfthe original Agreement has been rnade and Agreement shall continue in full force and effect as modified by this Amendment

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2398

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXJ:CUTJON OF AMENDMENT. This Arnendmentcan pe execut~d by ~lectronic means.

IN WITNESS .WHEREOF, ·th¢ parties hereto have caused th.eir hands and seals fo be set ,;m this• Amendment written by \heir re1,pective official thereunto duty authodzed.

Florida Tpurism.lndustryMarketing MAT Media, LLC corporation d/1:,/a VJSITFLORIDA ,-:•u,j.!~?~ Pv&ol<&n 1 BY: l>>i! RobP.t!S (Feb 1S,2QiSJ BY: --.-...... ~~----.-.,...,.....,...... ,.._ Authorized Signature Authorized .. SJgnature

Titl~: P~sident

D . t· Feb 18, 2015 Date: i='eb 18; 2015 .a e: ~------

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2399

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXHl81TA--2

Sea§PD 3 EmerWs FlorJda DeUver9bfes

A. AIRIN~S: Ttifrt~en ( t3} original. episode~rwiU re~airfor calendar year 03 and 04 20l5 for twenty•siX (26)weeks, airing at9:30am on Thursdays for 03 and 9am on Tbursdaysfor04 on Food Network for26 airings. 8 .. BJLLBOAROS: one(1} :05.second opening.tlillboard. Presenting Spot'lsorcredit per· episode inctuqing logo, ~udto mention and text, plus three (3}:05 second biJJboard. in the body ofeach episode, including togo, audio and text. VISIT FLORIDA may make these•blllboards availableto.Fforida ·teurismindustry partners, Total·billboards ...;104 in 2015 for Season 3 re,;.airs on the Food Network, C. COMMERCIAL: VISIT FLORIDA wHI have three {3) :30 second .spots per episode for Season 3 re-airs on the Food. Network for atotal ef 39 additional spot1,, VlSlT FLORIDA may exclushtely sell these spots and eoll~ct and retainthe revenue for these spots.

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2400

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

t;XHISfJS-2 PAYMENT SCHEDULE

Contractor Will involce VtSff FLORIDA $82;500 on July 1; 2015 for the 13 episodes from Season 3 re~airing in calendar year $ 82,500 2015 03 on Food Network. tr, the eventthatSeaso:n 3 does not re~air as outlinetf in ExhibitA-2, Contractorwill reft,indJuly t, 2015 a ment·infult Contractor wi!Linvoice VISIT FLORIDA $82,500 upon $ 82,500 completion of the airing of the 1~:episodesfrom.Season 3•re .. airing in calendar year 20'15 Q3 on Food Network, · Contractorwill invoice VISIT FLORIDA $&2,500 on October 1, $ 82;500 2015 for the 13 episodes from Season 3 re-airing in ,calendar year 2015 Q4 on Pood Network. Contractor will invoice VISIT FLORIDA $82,500 upon compl~tion of the airing of the 13 episodes from Season 3 re.. $ 82,500 airing in calendar year 2015 Q4 onFood.Networtth the event that Season.3 does not re-alt ~s.outlirted in ExhlbitA~2; Contractor wm refund October 1, 2015 a mentin fuU. $ 330,000· TOTAL

fk_ CPR PR ..

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2401

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Agreement.between Florida Tourism Industry Marketing Corporation, doing business asVISITFLORIDA, and MAT Media, LLC.

THIS AGREEMENT, entered into March 12, 2015 by and between the Florida Tourism Industry Marketing Corporation, doing business as VISIT FLORIDA, hereinafter referred to as "VlS!T FLORlDA", and Miff Media, LL.C, hereinafter referred to as "Contractor".

PURPOSE: VISIT FLORIDA hereby engages the Contractor to promote tourism in the state of FLORIDA with the production and airing of original television programrniflg hosted by EmerH Lagasse featuring Florida locations and culsine in Emeri!'s Florida for Season 4 ainng on the Cooking Channel in early 2016 and Season 4 re-airing on Food Network in late 2016.

1. PARTIES: The. parties. and their respective addresses for purposes ot this Agreement are as follows:

VlSff FLORJOA c/o Paul Phipps, GMO 2540 W. Exer;utive Center Circle,Suite 200 Taflahassee, Florida 32301 850-205-3877

MAT Media, LLC c/o C. Patrick Roberts 201 South Monroe StreetSuite 20'1 Tallahassee, Florida 32301 850-681-6444

2. TERM: The term of this agreement shall begln on the date of execution, and continue through December 211, 20-16, unless VIS !T FLOF{!QA terminates earli(::r as provided in Sections 1 o and 15,

3. NOTICES: All notices pertaining to this Agreerne.nt shaH bl: in wnting and shafl be transmltted either by personal hand delivery, United States Post Office, return receipt requested, or overnight express deiiyery Te.lephone, fax or ernarl may be used if the notice is also transmitted by one of the preceding forms of delivery The addresses set forth above for the respective parties shall be the places vvhere notices shal! be sent, unless written notice of change of address rs given.

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2402

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

4, SCOPE OF WORKAND PARTJES' R£SPON$1BfLITIES: The Scope of Services is that which is outlined 1n attached Exhibit A, incorporated herein by reference,

The services to be performed by the Contractor and covered by !he total compensat1onas specified il)Section 5 includes the production, airing and re­ airing of 13 new original episodes for Season 4 of Emeril's Florida on the Cooking Channel over 26 weeks during the first and second quarter of cc1tendar year 2016 and re-ainng of Season 4 of Erneril's Florida on Food Network over 26 weeks during the third and forth quarter of calendar year 2016. All deliverables pertainlng to Season 4 arei outlined in ExhibJtA The episodes shall be hosted by.Emeril Lagasse.

VISIT FLORIDA and Contrac:tor wHJwork together to secure advertiSing anc:f co 0 op sponsorships for Season 4_ VISIT FLORIDA will be responsible for billing and collections for advertising sold directly by VISIT FLORIDA VISIT FLORIDA will forward all revenue as cotfected to Contractor for advertising sold directly by VISIT FLORIDA Contractor will retain al! rights to collect revenue on all co-sponsorships, advertising revenue or any other revenue generated bY this Agreement for Season 4 up to $12M, Contractcrwil! split equally with VISIT FLORIDA revenues generated by this Agreement for Season 4 over $L2M, incJ.uding any tax crectits/incentives received for Seasori 4

VISIT FLORIDA will provide co-sponspr participation, content and show location ideas and suggestions by no later than May 15, 2015. Contractor will provide VISIT FLORIDA with a productlon schedule and content plan for final approval by VISIT FLORIDA by July 1, 2015 Emeril Lagasse will have final approval of show locations and content created for the production of the episodes. The. Contractor's research team wiHprov1de Suggested locations and content to both Emeril Lagasse and VISIT FLORIDA VfSIT FLORIDA does retain the right to veto any location suggested by Contractor or Emerii L~gasse.

The Contractor retains all ownership and copyright of the original television episodes, v,eb videos, web articles, and photos. The Contractor grants VISIT FLORIDA the right to use the web articles, web videos, episodes, and photos for Season 1, Season 2, Season 3 and Season A content as part of VISIT FLOR!DA's marketing the culinary experiences to Florrda until December 31 51, 2016. The Contr·actor wifl assist VISIT FLORIDA in obtaining additional future rights, ifrc::quested, from the MSLO Emeri!'s Acquis:tion Sut, LLC. Ac!ditiona! future rights for web articles, web videos, episodes and photos can be obtained with an addendum to H1isAgreementfor $to,000 per year:

5. RIGHT OF FIRST REFUSAL: VISIT FLORIDA is granted the Right of First Refusal to continue as the Presenting Sponsor of original episodes featuring

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Fforida only contentf:losled by Emeril Lagasse and an option to extend its contract for an additional one year term. The option must be exercised on or before June 30, 2016 upon tile same terms and con•ditioris as set fort.h in this Agreement

6 .. QQJYJP..fili§ATION. ANO PAYMENT: ThecompensatiQh to be remitted by VISIT FLORIDA to the Contractor per Exhlbit B shall not exceed $2,200,000 (Execluding amount collected from advertising and remitted to Contractor).

Should Contractor receive revenues for Season 4 in excess of $1.2M from advertising_ and co-op sponsorships andjncluding any tax er-edits/incentives for the procJuction and airing of Emeri!'s Florida Season 4, Contractor wm split equally with VISIT FLORIDA Contractor should forward revenue share to VISIT FLOFUOAby March 31, 2016that is received for Season 4

Contractor will forward invoices via email to Sean Buzzetta at [email protected] as outlined in Exhibit Payment Schedule All invoices musf include copies of the media invoice and proof of performance. Proof performance may inc.tude copies of the proof of production, copies of the vignettes, copies of web articles, proof of broadcast, warranty statement from network confirming airing with date and time, and afring log.

7. COSTS AND EXPENSES: The total compensation as specified in Section 6 is inclusive of all cos.ts and expenses associated, with the production of the program includrng talent fees or other compensation to Emeril Lagasse the Food Network, Cooklng Channel or the Martha Stewart Living Omni Media as outlined ln this Agreement No other costs or expenses will be paid by VISff FLORIDA under this Agreement.

8. PERFORMANCE: Contractor agrees tQ perform all services in cl in . a professional, technically competent and timely manner, in accordance with industry standards and all applicable laws, rules. and regulations. C?ntractor shall obtain all licenses ancjperrnns and pay aH fe_es required to comply vvith such laws and regulationl>. ln performance of these services, Contractor not infringe any patent, copyright, trade secret or other prcprletary right of any person-or entity.

Contractor agrees to provide written acknowledgement from ErnerHLagasse and MSLO Emer1I Acqrnsiflon SLtb LLC that Contractor is authorized to contract with E meril Lagasse as talent and the Food Network or Cooking ChanriE,l tor the airing of the episodes described under Paragraph 4 and has secured ail necessary licenses, agreements, and consents so as to not infringe on any patent copyright, trade. secret or other proprietary right of 9r,y person Ci entity. The Contracwrsha!t obtain or ovvn ati icenses, agreements and consents necessary to license the use by VISIT FLORIDA of Season i, Season 2 and Sea{,on 3 Content as provided in Paragraph 4. Failure to

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

provide lhis acknowleogrnentwJH·vord this Agreement .No paymentwfl! be due nor .remitted to Contractor until this.written acknowledgment is received by VISIT FLORIDA.

9, CONTIGENI LJABlLrrY: VISIT FLORfDA's performance and obligation fo pay under this Agreement rs contingent ~pon an annual ,;ippropriatlon oy the Legjslature, Jn the event ff'1.a1 the state fun.ds upon which this Agreemerit is dependent are withdrawn or reduced, this Agreement ls terminated and V!Sff FLORIDA has: no. further liapmty to the Contractor beyond that already Incurred by the termination da~

10.INDEPSNDENT CONrRACTOR:The ContractorshaH act as ankidependent contractor and not as anemployee ofVlSITFLORIOAin the performance of the tasks anct duties which are the subject of this Agreement No statement in thfr; Agreement stiall. be· constrµed to make contractor, . its emproyees; contractors1 servants or agents of the employees of VISIT FLORIDA, and they shall nQt be entitled to any of the rights, privneges or benetits of employees o.f VtSff FLORIDA. .

VISff Fl-ORIDA shat! not pay or withhold, and Contractor. wm hold. \/JSff FLORIDA harmless from, costs for employee benefits, employee taxes, insurance, and other co'sts typically arisinfj from an empfoyer-ernptoyee relationship; Contract shall pay fts -0w11 expenses, l11cluding salaries and commissjons to Contractor's employees and all taxes incurred in doing business.

11.JNDEIVINIFICATION ANO INSURANCE:

A. lndemnificatton: The Contrac;torshall by Uab'le, and agree to be liable far; and shall indernnify, defend and hold VISIT FLORIDAand' its agents, officers, directors, empJoyeesi andmernbers harmless from .all clalms, suits, judgments or darnag.esi .incttJdin,g Interest and attorney fees arising from; the Contractor's activities am:f performance of the tasks and duties which are the subjectof this Agreement.

B. Insurance! Gontractot wH! rnaintairfal lts own cost, durin~rUwperiod of this .. Agreement, Jiabflify··· insvrance of at least Two tvrnuon· DoHars ($2,000,000) in policy amounts covering c1aims or suits arisrng out of Contractor's services and will furnish to VlS,lT FLORIDA evidence of this insurance, The, 1nsurarice poUcy. shall in~tude coverage of commercial general or public tiabUity, workers' compensation and. employer's. liability, automobile liat>iHty\ .professional liabiHty and crime and fideHty (including fraud· coverage).,.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

12.EXCLUSIVE AGRESMEt,,1T: H,is Agreement is an exclusive and personal agreement for prcfessional service an(f products and may notbe assigned by the Contractor without prior written approval of VISIT FLORIDA

13. EXCLUSIVE PROPERTY: The Contractor maintains ownership of the property d.escribed in Paragraph 4. Under H1is Agreement V!S:IT FLORJDA is licensed to use the episodes web Videos, web articles, b-roll footage name, content and other associated materials described in Exhibit A in perpetuiity. The Contractor shall retain copyright of the original episodes and other materials. The names, images and logos identifting VISIT FLORIDA are the exclusive property and proprietary .marks of VISIT FLORIDA and noH1ing contained herein shall be construed.to grant Contractor any rights or licenses to VIS IT FLORl DA exclus/ve property except as needed for the airing of the program episodes.

14. TERMINATION: In addition to the provisions set forth in sections 10 and 16, the /l,greement may be terminated byVlS1T FLORIDA for breach upon failure of the Contractor to perform any requirement or. provision of thig Agreement upon no less than 24 hour notice delivered in the manner setforth in Section 3 herein, This Agreement may be terminated by VISIT FLORIDA with 60 day notice given pursuant to Section 3. This Agreement may not be terminated by Contractor urnJer any circumstances once fuiU£JeS have been paid under previsions set forth in Section 5, until which•· time as the Contractor has returneq au dist-ursed fees paid Contractor, to VISIT FLORIDA.

On termination by either party and the payment of all amounts due at termination, Contractor shall return t9 VISIT FLORIDA all documents and materials belonging to or produced for VIS!T FLORID/\ by Contractor or by any third party including BIi copies of confidential documents.

15.BANKRUPTCY OR CHANGE OF OWNERSHIP: Contractor shall notify VISIT FLORlDA if Contractor files for bankruptcy or changes ownership, within five (5) businesi; days of such filing or change in ownership \/lSIT FLORIDA shall have the rig!lt to terminate this Agreement immediately upon receipt ofsucr1 nctifica1ion.

16,NON-DISCRIMINATION: Contractor agrees to comply with all provisions of United State.s and Florida law and policy regarding equat employment oppo1iunities" Contractor also agrees to provide a harassment.free workplace give· priority rnanagement attention and action to any allegation of harassment

17.PUBLIC ENTITY CRIMES: Contractor affirms that it is aware of the provisions of Section 287 133(1)(a) Florida Statutes, andthat at no time has the Contractor been convicted of a Public Entity Crime. The Contractor agrees that it shall not violate such law and furiher acknowledges and agrees

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

that any conviction during tl1e term of this Agreement may re.suit in the termination of this Agreement This Contractor shall insert a provision in accordance with this paragraph in any subcontract for services under this Agreement.

18.RECORD MAINTENANCE: Contractor agr,?es to malntain Jol.lrnals, ledgers, books and other records in good order and in sufficient detail to allow audit and post-audit activities required by law vv:th respect to VI.SIT FLORIDA activities. and to maintain !hen'l for three years after expiration N this Contract

19. CERTfFICATION OF ELIGIBILITY: Contractor certifies ttmt ;t is not on the State of Florida convicted vendor list

20. WAIVER: The failure of either party to this Agreement to object to or to take affirmative action with any condu.ct of the other which is in violation of the terms of this Agreement shall not be construed as a wa1ver of the violation or breach, or of any further violation, breach or wrongful conduct

21.MODIFJCATlON: Thiswritfng contains the entire Agreement of !he parties. No representations were made or relied upon by either party, other than those that are expressly set forth, No agent, employee or other representative o.f eTther party is empowered to alter any of the terms of this Agreement, unless done in writing and signed by an authorized signer of the Contractor and an authorfa::e,i signer ofVlS[T FLOHIOA

22. LEGA.L REQUIREMENTS: With respect to its interpretation, construction, effect, periormance, enforcement and all Dther matters, this Agreement shall by governed by, and be consistent with, the whole law of the State of Florida, both procedural and substantive, Any and aJI litigation arising under this Agreement shall be brought in the appropriate State of Florida court in Leon County, Florida.

23. FORCE MAJE URE: Neither party shall be deemed in default of this 1\greement to the extent that performance of .its obligations or attempts to cure any breach are delayed or prevented reason bfany act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortag.e of mat~rials or supplies failure. of transportation or co111rr1unications or bf suppliers of good or ser1ices, or any other cause beyond the reasonable control of such party.

24. E-VERIFY: Pursuant to State of Florida E:xecutive Order No 11-116, Contractor is required to utinze . the U.S Department of Hon1eland Security's E-Verify system to verify the employment of aH new employees hired by the Contractor during the Agreement term. Also, Contractor shall include in related subcontracts a requirement that subcontractors performing

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2407

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

WO~ o:f provrding. services pursuant to this Agreement Utilize the E~Verify .system to verify employrne~t qfalf new employees .hired by the• subcontractor during the term ofthis Agreement

.2$.EXECUTJON QF AGRE.EMENT: The parties agreethat the execution of this Agreement may be by eJectronic signature and maintained and ttansaqted. by etectronlc record,

IN WITNESS HE~EOF, the parties have c~Llsed their hands and seals to be set to this Agreement by thefr respective offidals hereto.

YfSITfLORIDA MAT Media, LLC

WfflSeccombe C. Patriok Roberts

President and .CEO fy\a"naging Member

Date·: Mar 24; 2015

2408

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

l;){HIBITA §eason 4 l;ltlf#ril'§ Florida Deftygrables

A. EPJ$00E PROOUCTION: Thirteen. (13) twenty~two. (:22) minute orrginal episodeswill be created utilfzing :au Florida based content prpduced orr lo~ation: throui;ihoutFlorida hosted by E:merU LaQasse for Season 4; The episodes wilt be produced Jncafem;iar yeap 02; ~3 and 04 9t 2015 and airing in .calendar year Qt and Q2 of 2016 on the Cooldng ChanneL A prod1.Jction schedule, content plan anti location schedule tobe provided by the Contractor toVISff FLORIDA fqr final approval pr/orto production. V!Sff FLORIDA will have the rrghtsJo veto ,any location or content. The final· ed1torial decisions wm be mc:1de by Emeru Lagasse. B. AIRINGS: .Thirteen.{13) original episodes.to air.on.the cooking Channel.in calendar year en. and. 02. of 2016. on Saturqay or Sunday afternoons plus two f2} weeloard Presentin!l Sponsor credit per episode includ1ng logo; auqio mention and text, plus three {3} :05 seccmd billboard in the body o.f each episode Including logo, audio and text. VISIT FLORIDA may make these bi/lbo,3rds availab.te tq Floricla tourism industry .partners. ToJaJ biJlboards -312 1r 2016. for Season 4 •n Cooking Channel and 104 in 2016forseason 4 re-airs on the Food Network. E~ Commercial: Six (6} :30 sec:ond Nattanal Commercial spots per episQde for Season.4on the Cookin~Channet 78 total airlrigswithA68 commercialspots for 2016: .. [n :addltipn, VISIT FLORIDA wiH hliive three (3) :30 second spofs per episode .for season 4 re-airs on the. Food· Network for a total cif ·78 additional spots: F. VIGNETTES: Minimum two {.2) .per episode that wm ·be approximately 1 ~ 3 minutes in length pervlgnette, Total 26 vigriettes, G. ARTICLES: Thirteen (13) articles tled tQ each episode for web and social marketing. These articles wm be a minimum of 250. Words and Will be ·dev~toped with input from the marketing .staff of VISIT 'FLORIDA H. PUB UC SERVICE ANNOUNCEMENT (PSA): VISIT FLORIDA Is. granted all rights and Hcenses necessary to air the EmerH Lagasse's VISIT FLORIDA~ "§hare A Little Sunshine" campaign PSA spots prevJousfy proc:iuced through December 3t, 2016, I, JSVE:NT PHOTO$: Photos frc::im.ea,ch event and eplsode will be provide.cl to VIStT FLORIDAto utilize on its wehplatform and social media, ·• f. WESSlTE: The Contractor wHf sublicense the .rights to. V!Sff FLORIDA to develop and maintain a website pi::tge directly lied to EmerU's Florida, ·J; CREATIVE•AND PROMOTIONAL.~ONSULTATION; The ContractotV,/iU consult on creative and promotional aspects of Emeril's Florida wilfrVrSff FLO RIDA's staff arid. any of their advertising agencies designated by VISIT

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

FLORIOA in eluding site. s~lecNons; themes,, and edltoriar suggesttons. The final editorial control is maintained by Emeril Lagasse; with acceptance by VISIT .FLORIDA and Contractor.• K. EVENTS AND PROMOTIONS: VISIT. FLORJDA will have the rights to promotioni;tl signage at all events.direcUy Uedto theJ;merjl's Florida series as long as it is appropriate with tha. local organizers of the events, VISIT FLORIDA and the Contractor jointly agree to promote the show. This may include promotional materii:¼I, eve:nts, and other marketing efforts that are agreed to.

2410

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EX!ilBlTB PAYMENT SGHEDULE

Gohtractor will fnvoibeVlSIT fl.ORIDA $4~5,0bO upon $ -4!:iS,OOO execution of AgreementThe deposit amount.of $35,000 per /epfsodewl!I be returned toVtSIJ FLORIDAfor any epJsode that doesnota1rforSeason4 t>y June 30, .2016 Contractor willinvoice VISIT FLORIDA $17,SODupon $ 171500 1 presentation and acceptance by VISIT FLORIDA of production schedule and content plan . Conttactorwi!l invoice VISIT FLORIDA $60,000 per episode·fot the production of Season 4 origincitJ 1& episodes and .provide $ 1BD,OOO j proof of completion. of production;. The $60,0QO per episode wm be returned to VlSff FL.OR!DAfor any Season 4 episode that · does not air by June 3,0, 2,016

I Contractor wifl involte VISIT FLORIO.A $45,GOO per episode fer $ 585,000 ,J the originat ·airing of Season 4 Original 13 episodes and provide proof .of performance in c,;1!endary.ear Ql and Q2 2016 .. Contractor Will Invoice VISIT FLORIDA $1J500 for tne $ 19,500 / corhpleti?n of 2 web vign,ettes. per episode for Season 4 for a total of 26 web yfgnettesa$ outlined In Agreement or $19,500 Contractor wm invoice 'VISff FLORIDA $1,000 for. the $ 13,€)00 j completion of v.ieb artJcles ·per episode for Seas.on A for ,a toti;il of 1'3webarHcles as ot.Jtlined in Agreement or $13,000 contractor will invoice VISIT FLORIDA$82,500 on July 1. 2016 for the 13 episodes from geason 4 re-airing in Q3 calendar year $ 82,S00 2016 on· F o.og Network, ln the event· that Season 4 doe.s not re­ air asoutlinec:l in Exhibit Ai Contractor Wilt. refund Jufy 1, 2016 paymenun full. . Contractor wiU invoke. VISIT FLORIDA $S2,500 upon $ 82,500 compJetton of the airing of the 13 epispdes from Season 4 re.­ airing in Q3 cal.endar year 2;016 on Food NetwC1rk. Contractor wilUnvoke VISIT FLORIDA $82,500 on Octoper 1, 2016 for the . 13 episodes from Seasqn 3 re-airing in 04 $, tl.2,500 cafendar year2016 on Food Network. In the e~ent that Season 4 does not. re~alr as outlined in E;.xhfbit A, Contractor wifl .refund October 1,. 2016 payrnenfln full. ... Cqntractor WUl invoke VJSIT FLORIDA $82,500 upon $ 82,500 completiort of the airing of the 13 episodes from SeaS,on 4 re­ airing lnQ4calendaryear2016on FooqNetwork; $ 2,200,000;00 TOTAL

Page. ro at 10

2411

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

1s-;_ 1~ ~:,,r t P¢..J;;,.,;J~ !~

Am,endment#1. to the Agreem.ent between Florida Tourism Industry MarketjnQ Corporation~ doing·buslness as VISIT FLORIDA. and IVIAT MecUa, LLC

_,_ ___, 1/ ••• ,_,· .,...... •• ·<-·,•· - ·'""'--"•--- .~ ,_,.,...,., ..,_ __ . '-'--· -~.-· .. · ·--••, .--- . -·.,.·-,·.~.,-··. THIS AMENOMENT'#1 made on this 8th day of October, 201 $ amends the Agreement entered into on March 12, 20t5 between the Florida Toui:Tsm ln.dustry Marketing Corporattory, dqing business asVISfT FLORIDA tlerelnaflerreferred to. as ''VISIT FlORJPA'' and MAT Media, LLC" bereinaftet referred to as "Contractor'. ·

WHeReAs, Vl&IT flORlOAand Contractorwere mutuaHY served in the implementation ofthe Amendment; and

NOW THEREFORE, in consideration oHhe mutual understandings and agrnements hereinafter set forth and agreed betweenthe parties, the parties heret<>8gree as follows:

Section .4. $COPE OF WORK ANO PARTIES' .RESPONSIBILITIES shall be amended the foJlpwfng paragraph of said ·Agreement

VlSl'T FlORlDAaTld Contractor will work together to secure adVE?rtlsing and co-op sponsorships f9r Season 4. VISITFLORIDAwill 1:>e responsible for bifllng and collec;tionsfofadvertising sold dire.ctJy by VISIT F'LOR.IDA .. ·VlSIT Fl.,.ORIDAwm forward ailrevenueto Contractor foradvertlstngsold directly by VISIT FLORIDA Contractor will retain an rights to collect revenue on.:all co-sponsorships, advertising revenue or any other revenue generated by this Agreement for Season .4· upto $1.2M. Contractor wilt spHtequalty Wlth VISIT FLORIDArevEJnu~s generated by tnls Agreement for Season 4 over $1.2M, Jncludfng any tax crl:l

Section ~.·COMf!ENSATION ANO PAYMENT Shall b~ amended to add.the following:

'l"otal advertising soktdirectly by VlSlT FLOROAis $~70,0QQ.VIE>IT FLQRtDAWill forward ~dvertislng. revenue to ContraQtor as outlined< below: .. Upon execution of Addendum, Contracto:rwiU provide an invok:e to VISIT FLORIDA for $285;000; i;inq "" Upon completion Qf production forSeason 4 episodes, Cpntractor wnt provide an invoice to VJSITFLORtOAJor balance remaining of $285iOOO;

All advance payments will be returned to Vll51T FLORIDA ih the event that Season 4 c:foes not air by Jun:e 30, 2016,

/Yijgel of2

2412

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Contractor vviUforward invoices via ernailto Sean Buzzetta at sbUzz:etta{[i)visltflorida.org AIHnvoices must int!ud(~ copies of proof of performance. Proof performance may include copies of the proof of production.

Except as speclfically provided here1n, the parties agree that no other mod1ficatiori of the originatAgreernent has.been rnade andl\greement shall contlhuetn full force and effect as modified by this Amendment

EXECUTION OF AMENDMENT. This Amendment can be executed by electronic means.

JN WITNESS WHEREOF, the parties hereto have causedlheir hands anq seals tObe set on this Amendrnentwr1tlen by their respective official thereunto duly authorized

Florida Tourism Industry Marketing MAT Media, LLC Corporation d/b/a VISIT FLORIDA

BY:_...,.....,....c., __~~--- Authorized Signature

Title: Will Seccombe. CEO Title: Pat Roberts President

Date: Oct 9, .2015

Page 2 of 2

2413

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

/4'.-lr .~· .~~tr/IF~ &'4'/1YI. ~·

Agreement ·between Florid.a Tourism lfldustry IVJarketfng Corporatjon, doiog busil)e$:S as VIS.IT FLORIDA, and MAT Mediat LLC.

. . THISAGREeMENT1entered in,to Fepruary 11, 2016 byand betweentheFlarida T:ourism Industry Marketing· Corporation, doing business as VJSIT FLORIDA herEJinafter referred to as ~v1s1T FLORIDA'', and MAT Media, LLC, hereinafter referred to as ''Contractor";

PURPOSE: VISIT FLOR!OA hereby engages the Contractorto promote tourism in the .,state· of FLORIDA. wnh ·the. production and airing. ot odgfnat. terevJsfon. programming tiosted byEmeril Lagasse: featuring Floriqalocations and cuisine in Emeril'~Hodda for Season 5 airing on the Cooking Channel in early 2017and Season 5 re-:airing on Food Networklh late 2017.

1. PARTIES: The parties and their respective addresses for purposes of this Agreement are as follows:

VISIT FLORIDA do Pat1f Phipps, CMO' 2540 W. Executive Center Circle, Suite 2:00 TaHahassee;. fl<>ric;ta 32301 850'..:205..:3877

MATMedia; LLC clo C. Patrick Roberts 201 South Monroe Street Suite 201 TaUahassee, Floriq.;t 32301 aso;..aa1,.5444

2. TERM: Tlieterm.of this.agreement·Shf:ineegin.011 thedate.ofexecutfon. and contfnue through December 31, 2017, unless VISIT ·FLORIDA terminates earlier as prgvided in Sections 10 and 15.

3. NOTJCES:Alfnotices pertaining to fhis Agreernentshatl be in writirig,and shall be transmitted either by perspnal hand delivery; United Stales Post Offlce, return receipt requested, or overnight expres$•delivery. Telephone, faKQr emfiil rnay be used if the notice Is also transmitted by one of th~ preceding fprtns of delivery: TheadQresses· set forth above fat the respective. parties shall be the plt1oos.wh~re notices.shafl.be·sent, unless written notic_e of.change of address is given.

2414

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

4 .. SCOPE OF WORK AND PARTIES; Rl:SPONSlftlLITIES~ The Scope of .Services isthatwftich is outlined In attached Exhibit A, incorporated herein by reference. ·

The services to .be performed by the Contractor ·and· covered by. the total compensation as specified ¼n Secllori 5 includes the production, ailing and re­ airing of 13 new original episodes for Season 5 of E,nerU's Florida on. the Cookrng Channel over26 weeks during the nrst .and. second quarter of calendar year 20!7 andre--airing of Season 5 of EmerWsFlorlda on.Food Network over 26 weeks .during. the third .• and fourth quarter .of calendar year 2017. AU delfv.erabtes pertaining to Season 5 are outUned ir Exhibit A. The episodes shall be hosted by Emerif Lagasse.

VISIT FLORlOA and Contract.or will work together to· secure advertising at1d co-op sponsorships for Season5.VISlT FLORIDAwill be responsible for billing and colleptionsfor advertising sold dfrectly by VISITFLORIOA.. VISITFLORIDA Will forward all revenue as collected. to Contractor for advertising sold· directly by VISff FLORIDA. ContractorwlU retain all rights to collect revenue on all co­ sponsors hips, advertising .revenue• or any other. revenL1e generated by. thJs Agreememt for Season 5 up to $1 ..2M. pontractorwilf .spUt equally Wiih VISIT FL;ORIOA revenues generated by this Agreement for Season 5 aver $1.21\4, inctudlng any ta>i credits/incentives received for Seas0:n 5

VISIT l:L081DA will provide co•sponsor participation, content and show locaUonideas and.s1.1ggestions by no later thanMay 15,2016.. 0ontractor wm provide VISff. FLOHIDA with. a. prodvction schedule ;,md. content plan for final approval by VISIT FLORIDA by July.1, 2016. Emeril .. Lagasse will have final approval of. show locations and content created for the production of the episodes. Th.e .Cpnttactortsresearch team w'iHprovi(ie suggested focations.aod content to both. Emerif La"gasse. and; VI$ff FLORIDA. VISIT FLORlDA does retain·theright to veto any location su99ested. by Contractor or Erneril Lagasse.

The Contractor retains alf owrtershlp and copyright of the original television episodes, we:b videos; web· articles( and photos.. The Contractor grants VIS!! FLORIDA the rightto use the web articles, web videos, episodes, and photos forSeason.1. Season.2, Season3; .. Season4 and Sea1;;on 5 contentEJs.partof VISIT FLORIDA'S markeUng tne culinary experiences to Florida u11til December 31 st ; 2017, ihe ContractorwHl.assist·VISITFLORIOAin obta,infng additiona.l future. rights, if requested, . from the ·. MSLO .. Emerirs .Acqutsition · Sub LLC. AddiUonal.future rights for web articiesl. web v.ideos, episodes and photos c::an be obtained with an addendum t,o thfs Agreement for $10;000 per year.

5, RIGHI OFFIRST REFt;JSAU. VISlT FLORlDAis grantedthe·RightofFkst Refusaf to continue.as the Presenting Sponsor: of original episodes Jeaturing Flori

Pa:ge2 oftO:

2415

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

before June :SO, 2017 upon the same f43rms and coriditions as set forth inlhis. Agreement

6 .. COMPENSATION ANO PAYMENT: The compensationto be remitted by VISIT FLORIDA to .th~ Contra,ctor per Exhibit B shall not exceed $2.,200,000 (Execluding amount collected from advertising and remitted to Contractor).

Should Contractor receive revenues for Season 5 in excess of $1,2M from advertising and co-,op sponsorshtps and.inclu<;fing any tax credits/incentives for the production end airing of. EmerH's Florida season 5, Contracto,r wm split equally with. V!Sff FLORIDA,.· Con.tractor .shouid forward revenue share• to VISIT Fl9RIDAby March 3.t, io17 that is received for Season 5. ·

Contractor wm forward lnvotces vii:l email to Sean auzzetta at sbuzzetta@vfsitnor[d8:0rg. as outlined ln Exhibit a, Payment Schedule ..AU invoicegmust iriclude copies of the media Invoice and proof of performance. Proof performance may include copies of the proof of production, CQples of the vignettes, copies of web articles, proof ofbroadcast,warranty statemenHrom network Confirming airing with date and time, and airing log. ·

7. COSTS ANO E)(PENSES: The total compensation as specified in $action 6 is JnchJsive of au costs and expenses associated with the. production of the program including talent fees or other compensation to Emeril t.ggass:e the Food Network, Cooking Channel pr th~ Martha Stewart Living Omni Media uS outlined in this Agreement No other costs or expenses·wllt be·paid by VISIT FLORIDAundefthl$Agteement . . ...

8. PERFORMANCE: Contractor agrees to perform EiU. services In a in a profe$$1onat. technically competent and. timely manner, in accordance With indµstrystancfards ancf all 8PPIICE1ble· laws, rules and regulations. Contractor shall obtatn aH fic.enses and permits and Pi:IY. c:111 fees reql.lired to compfy with such laws and regulations, In performance of these sefV[ces. Contractor will notlnfringe any patent, copyright, trade secret or other pre>prietary right of any person or entity.

Contractor agrees to provide wrJtten acknowledgement from EmerlJLagasse and M:SLO.Emeril AcquisiUon SubLLC •. thatContractor is Etuthorized to contract with Emf;rU Lagasse as tafent an<;f. the Food Network or Cooking Channel for the airing of the episodes descri!Yed under Paragraph 4 and has securl;id all necessaty Hce.nses. agreements .• ·. and consents so as to not infririge .on any pafent. copyright,. trape secret or otf-ler proprietary right ofanypersonorentity. The Contractor shall obtain or own; all licenses; . agreements and. oonsents necessary to. license the use by VISIT FI..ORIDA of Season 1, season 2, Season 3, Season 4, and Season 5 Content as. provided in Paragraph A, Failure to provide this acknowledgment wiHvoid this Agreeme!lt. No paymentwUlpe

2416

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

due not remitted to Contractor until this written acknowledgrnentis received by VISIT FLORIDA

9. CONTIGENTUAB!UTY: VISIT FLORIDA's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Legisla,ture, In the event that the state funds upon Which this Agreement is dependent are withdrawn or reduced.this Agreement is terminated and VISIT FLOR!OAhas no further tiabiiity to the Contractor beyond thatalready incurred by the termination date.

10.~DEPENDE.NT CONTRACTOR: The Contractor shall act as an independent contractor and not as an employee of VISIT FLORID.A in the perfonnance of the taSks and duties Which are the subject of this Agreement No .statement in this Agreement shall be construed to make Contractor, its employees, contractors, servants or agents of the employees of VISIT FLORIDA, and they shall not be entitled to any of the rights, privifeges or benefits of employees of VISIT FLORIDA

VISIT FLORIDA shall not pay or withhold, and Contractor will hold VISIT FLORIDA l1armless from, costs for employee benefits, emp!oye!al taxes, insurance, and other costs typically arising from an employer-employee relationship. Contract shall pay its own expenses, including salaries and cornmisstons to CQntrador's employees all taxes incurred in doing business.

11.INDEMNIFICATION AND INSURANCE:

A. !ndeml'lification: The Contractor shall by Hable, and agree to be liable for, and shall indemnify, defend and hold VISIT FLORIDA and Jts agents, officers, directors, employees, and members harmless from al! claims, suits, judgments or damages, including interest and attorney fees arising from the Contractor's activities and performance of the tasks and duties which are the subject of this Agreement.

B. insurance: Contractor will maintain at its own cost, during the period of this Agreement, liability insurance of at least Two Million Dollars ($2,000,000) in policy amounts covering claims or suits arising out of Contractor's services and will furnish to VISIT FLORIOA evidence of this insurance. The insurance policy shalfinclude covarage of commercia! general or public liability, vvbrkers' compensation and employer's Hability, automobile liability, professional liability and crime and fidelity (including fraud coverage).

12. EXCLUSIVE AGREEMENT:. This Agreement is an exclusive and personal agreement for professional service and products and may not be assigned by the Contractorwithout prior written approvaiof VISIT FLORIDA.

2417

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

13,,EXCLUSIVE PROPERTY: 1heContractQr maintains ownership ofthe property described in Paragraph 4; Under this Agreement VISITFLORIDA. is licensed to use the episode$, webyideos, web. articles, b-rolJ footage, name, content ~nd other associated materiE1fs described in Elchibit A in perpetutity; The Contractor shallretain.·copyright; of the original episodes and other materials. The names, images and logos identifying VISIT FLORIDA are the exclusive property. and proprietary marks qf VISIT FLORIDA and nothing contained herein shalt be construed tc) grant Contractor any rights or Hcenses. to vrSJT FLORIDA exclusive property except as needed for the airing of the program episodes;

14. TERMJNATION: Jn 9ddition lo the provisrons set forth in sections 10 and t6, the Agreement may.be terminated by VISIT FLORIQA for breach.upon failure Qf the Can.tractor tp perform any requirement or provision of this Agreement upon no less than 24 ho1:1r n9tt~ deHvered in the manner seHarth in $action 3 herein. This Agreement mc1y be terminated· by. VISIT. FLORIDA with 60 day notice given ;pursvant to Section 3. This Agreement may not be terminated by Contractor underany drcumstances once. full fees have been palci under provisions set forth in Section 51 until whk;h time as the Contractor has returned all ciisburse<;f fees paid to'Contractor. tQ VISIT FLORIDA. On termination by either party .and the payment of all amount$ due .i:\t terminatiqn, contractor shall return to VISff FLORIDA all .documents and materials belonging to or produced for VISIT FLORIDA by Contractor qr by any third party including all copies of confidential documents, ·

15~8ANKRUPTCY OR CHANGE OF OWNERSHH~! Contractor shall notify Vl$1T FLORJPA if Contractor files for bankruptcy or changes ownership, within five (5) business days ,orsveh fifing or change in ownership. VISIT FLORIDA shalI have the r1ght to terminate this Agreement immediately upon receipt of such n.otincatlon~

16.NON-DlSCRUVHNATtClN: Contractor agrees to comply with an provisions of United States and Florida taw and pel!cy re~arcting equal . employment opportunitie$, Contractor atso agrees to provide aharassmenUree workplace and give priority management attention and actkm to any allegation of harassrneht

17.PUBUC ENTITY CRIMES:Cc:mtractoraffirms thaf ilisaware oftheprovtsions of Section 287 .133(1)(0"1 . Florida 5tatutes; and lhat at .no time has. the Contraotorbeen convtcted of aPublic Entity Come. The Contractor ag~es that it shall not vlolate such law and further acknowledges and agrees mat any eonvic1ion during the term of this Agreement m~y result in the termination .of this Agreement This Gontracl,or shall ins~rt a provtsron ln accQrdance with ti,fs paragraph in any stibcontract fq·r setvic(3s. undertt)is Agreement.

2418

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

1a. RECORD. MAJNTENANCE: Contractor agrees to maintarn journals, ledgers, books and other records in good order and in sufficient detai! to allow audit and post-audit activities required by law with respect to VISIT FLORIDA activities, and to maintain them for three years after expiration of this Contract

19. CERTIFICATION OF EUGIBlL!1'Y: Contractor certifies ttiat ILis not on the State ofFl.orida convictedvendor Hst

2{LWAIVER: The failure of either party to this Agreement to object to or to take affirmative action with any conduct of the other which is in violation of the terms of this .Agreement shall not be construed as a waiverof the violation or breach, or of any further violation, breach orWrongful conduct

21. MODIFICATION: This writlng contains the entire Agreement ofthe parties. No representations were made or relied upon by either party, other than those that are expressly set forth, No agent. employee or other representative of either party is empowered to after any of the. terms of this Agreement, 1Jnless done in writing am:! signed by arrauthorized signer of the Contractor and an authorized signer ofV!Sff FLORIDA.

22.LEGAL REQUIREMENTS; With respect to its interpretation, construction, effect, perfonnance, enforcement and a!I other matters, this Agreement shall by govemedby, and be consistentwith, the v,rhole law of theState of Florida, both procedural and substantive,. Any. and aH litigation arising under this Agreement shall be brought in the appropriate State of Florida court in Leon County, Florida.

23. FORCEMAJEURE: Neither party shallbe deemedlndefault ofthisAgreement to the extent that performance of its obligations oraUempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of good or services, or any other cause beyond the reasonable control of such party,

24. E~VERIFY: Pursuant to State of Florida Executive Order No. 11 ~116, Contractor is required to utilize the U.S. Department of Homeland Security's E­ Verify system to verify the emp!oyrnent of all new employees hired by the Contractor during the Agreement term. A!so, Contractor shall include in related subcontra..cts a requirement that subcontractors performing work or providing services pursuant to this Agreement utilize the E-Verify system to verify employment of all new employees hired by the subcontractor during the term of this Agreement.

P~,;,6 0! 10

2419

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

is. EXECUTION OF AGREEMENT: The parties agree thatthe execution of this Agreement may b,e by electronic signature and maintainec;i 8'nd transacted by e.lectro.nic record,

lN WITNESS HEREOF, the parties have caused their hi;inds and seals to be set tolhis Agreement by 1heir respective officii:Jls hereto.

VISIT FlORtOA !VIAT Media, LLC

Wm Seccambe ·c:. Patrick Roberts

President and CEO Managing Member

Oate: Feb 1:2; 2016 Date: Feb 12, 2016

2420

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXHIBIT A Sea§O[t 5 emeril's Ftorisiil! DeHv(;rabtes

A. EPISODE PRODUCTION; Thirteen (13) twenty-two (22) minute original episodes wm be created. utilizing all Florida based content produced. o.n location throughout.Florida hosted by Emeril Lagasse for Season 5. The episocies will be produced in calendar yearQ2, 03 and Q4 of 2016 and airing In calendar year Q1 and Q2 of 2017 on the Cooking Channel. A production schedule, content plan and location schedule to be provided by the Contractor to VISIT FLORIDA for final approval prior to production. VISIT FLORIDA will have the rights to veto any location or content The final editorial decisions wrn be made by EmerH Lagasse. B. AIRINGS: Thirteen (13}of'iginal episodes to air on the Cooking Channer in calendar year Qi and Q2 of 2017 on Saturday or Sunday afternoons p!us two (2) weekday re-airings one morning and one afternoon. Q1 will air 13 original episodes pius tvvo re-air and Q2 wiH air all i 3 episodes three (3} times. Total airings:78 in 2017 C. RE-AIRINGS: Season 5 Emeril's Florida re-airs wm also be scheduled for calendar year Q3 and Q4 of 2017 on the Food Network. Total airings: 26 D. BILLBOARDS: one (1) :05 second opening billboard Presenting Sponsor credit per episode including logo, audio mention and. text, plus three (3) :05 second billboard in the body of each episode inducting iogo, audio and text VlSIT FLQHJO.A may make these billboards available to Florida tourism lndustry partners. Total billboards '-312 in 2017 for Season 5 on Cool

2421

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

FLORI0A including .site setecttons1 themes, and editotial suggestions. The final editcrial control. i5 maintained by EtneriLLagasset With acceptance by VtSIT FLORIDAancl.Contractor, .. . K. EVENTS AND PROMOTJONS: VISIT FLORIDA wm have the rights to promotionalsignage atall evef.lts directly tie~ to the Emeril's Florida series as long as it is appropriate with the local organizers of the events. VISIT FLORIDA and the .Contrnctor jointly agree to .promote the show. Ttl~. tr}ay · include promotionaLmateriat, events, and other marketing efforts that are agreed to.

2422

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXHtSJTB PAYMENT SCHEDULE

Contractor will invoice V!Sff FLORIDA $455,000 upon execution ofAgre·emenLTh1a deposit $ 455,000 amount. ol$~5;000 per eplsooewm be returned to VISIT FLORIDA for any episode that does notairforSeason 5 by June 30, 2017 · Contractor will invoice VISIT FLORIDA $17 r500 upon $ 17,500 presentation and acceptance by VISITFl.•RIOA of productiofl schedule and contentplan · Contractor wltl invoice VISIT FLORIDA $60,000 per episode for the production .of Season 5 . originc;3l 13 episodes and pn::ivlde 780,000 proof of completion of production. The $60,0QO pet episode wm be returned to VISIT FLORIDA for any Season 5 episode that does not air by.June 30i 2017

Contractor wiUJnvolce VISIT FLORIDA $45;000 per episode tor $ 585,000 ttle original airing of Season 5 ori'ginal 13 episodes and provide proof ofperformance in calendarYear 01 and 02 2017 Contractor wm invoice VlSIT FLORIDA $1,,5QQ for the compl<¾Uon $ 19,500 on web Vignettes per episode for Season 5 fora total of 26 web vignettes as outlined in Agreement or $18,500 Contractor will invoice VISIT FLORlDA$f,oooforthe completibn $ 13,000 ofweb articles per epl'sode for Season. 5 for a total of 13 web articles as o:t.1ttined .in·Agreement or $13,000 Contractorwm 1nvoiceVl$fT FLORIDA $82,500 on July t,2017 forthe. 13 episodes from .. Season 5 re•atring ln·Q3 calendar year $ 2017 on Food Network, In the event that Season 5 does not re­ alr as outlined in Exhibit A, Contractor wm refund July 1, 2017 a ment intuit ContractorwlU lnvoit:erVI SIT FLOFWJA$82,51JO upon completion oftoe airing of the 13 episodes from Season .5 r,e-air1ng in Q3 calendar year 2017 on. Food Network. Contractor will invoice VlStT FLORIDA $.82,50.() on October 1, 2017 fodhe 13 episodes frOm Season 4 re,-airing in 04 calendar $ 82,500 year 2-017 on Food Network,. In th,e event that Season 5 does not re.air as outltned in Exhibit A, ·Contractor will refund.· October 1, 2017 a ment ihfull. ·· f---'--,...---,-.--,---,-,...--.,.-..,.--"----- . . . , Contractor Will .. invoice·v1s1r FLORtbA $82,500· upon completion $ ofthe airing or the 1J episodes from Season 5 re~airing in Q4 calendaryea:r 2017 on Food NetWork. TOTAL

2423

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

•Amencfrnent#1 to the Agreement Between Fle>riusinessasVISJT FLORlDA, and MAT Media, LLC.

Tf·JIS AMENDMENT #1 made on 1his 1st day of Novembet, 20t6 amencjs the Agreement entered into on February 1.1. 20t6 between the Florida Tourism tndustry . Marketing Corporation; doin11 business asNISITFLORIDA hereinafter referred to as ~vlSlTFLORIOA~ and MATMedia; LLG, hereinafter referred to as "Contra.ctor".

WHEREAS, VISIT FLORIDAand Contractor were mutually $1:tvect in Jhe Implementation of the Amenomentand it snail terminate on Decernber31, ·2017', and

NOW THEREFORE, in consideration of the mutual.µnderstandfngs ~nd agreements hereinafter set forth •and agreed between the parties, the parties hereto agr:ee. as·toflo'1Vs:

Section 4. SCOPE.OF WORK AND PARTIESi RESPONSfBILITIES of said Agreement sliall'.be· stricken and replaced with .the following:

The Scope of Services is ttiatwhieh fs outline<:! In attached Amended ~xhibit A, incorporated hereJrihy reference.

The services to be performed by the. Contractor and coyerE;!d by lhe total compensation as specified in· Section 5 includes ttle production,. airing and re'-afrfng of 1Q new originaJ epi50des aM 3. "the Best of' previous episodeSfor Season 5 Emerirs Florida Oil the Cooking• Channel over2e weeks during th(;l first arid second quarter of calendar year 2017. All deHverables pertainrngto Season 5 are outlined in attached AmE:indeq Exhibit A. The episodes shall be tmsted by EnierH Lagasse,

VIStt FLORIOA and Contractor will work together to secure advertising and co• op sponsorships for Seasons. VJSffFLORIDA wm be responsibleforbilling and conections for advertising sold directlypyy1s1TFLORIDA VISIT FiORlDAwill pay1he Contractor $250,,000 for the ad\/ertisingrights to Emeril's Florida for t~e :30 secoqd TV spots, the billboarct,s, and the use ofdigital and social media, VIStT FLORl DA v.-lll retain all advertising revenue geneIT1ted from Season 5 except that· revenue ,contracted directly with Florida Restauraryt & Lodging Association.

\/ISl't F'LOR!DAWHI pr9vide co~sponsorparticip9tron, content and show location ideas and suggestionsby np later than May 1512016. Contractorwm provide VISIT FLORfDAwith a production ~chedufe and content ptan for fincll approval by VISIT ·FLORIDA IJy July t, 2016. EtJ1eril. Lagas~ w!ll .have finat approval of show locations and content created for the production of the episodes. The Ccmtractor'sre$earch team Wiltprovide suggested locations and content to both Emeril Lagasse and VISIT FLORIDA. VlStT FLORJDAdoes retain tha rightfo veto .any l9cation suggested by Contractor or Emeru Lagas,se.

The Contractor re.fains aU tiwnership and copyright of the origiMI televisio.n episodes, webvideos, web.articles, and·photos, TheContractor.grants.VlSlt

2424

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

FLOrnDAthe right to use the web arHcles, web videos, episodes, and photos for Season 1,. Season 2, Season 3, Season4 and Season 5 content as partof VISIT FLORlDA's marketing the culinary experiences to Florida until December 31 s1, 2017, The Contractor will assist VISIT FLORIDA in obtaining additional future rights, if requested, from the MSLO Emeril's Acquisition Sub LLC, Additional future rights for web articles; web videos, episodes anl'.1 photos can be.obtained with an addendum to this Agreement for $10,000 per year.

In addition to the airings on me Cooking Channel, VISIT FLORIDA shall retam the rights to air Emeri!'s Florida on the Food NetlNork in quarter 3 and 4 of 2017 at its sole discretion; and should VISIT FLORJDA elect lo air on the Food Network, the Contractor will facilitate said airings at cost

Contractor will grant rights to. VISIT FLORIDA for the use 9f any digital.and social media content for its own marketing purpose5 and that of any of any Partners in perpetuity"

Sectio11G. COMPENSATION AND PAYMENT of said Agreernent shall be strreken andrep!aced W.rtllthe following:

The compensation to be remitted by VISIT FLORIDA to the Contractor per attached Amended Exhibit B shall not exceed $2,450,000. Included in the total compensation to Contractor is $250,000 for the advertising rights for Emcril's Florida Season 5.

Contractor will forward invoices via emeH to Accounting at [email protected] as outlined in A.mended Exhibit B, Payment Schedule.AU invoices musf Include copies df the medi.a Invoice and proofot perfoan9nce. Proof performance may inch.ide copies of the proof ofpmduction. ofthevignettes, copies of web articles, proof of broadcast, warranty statement from network confirming airing with date and time, and airing log.

Except as spedficaUyprov1deq he.rein, the parties agree that no other modificaUonof 1he original Agreement has been ma.de and Agreementshall continue in tull force and cffoct as modified by this Amendment

EXECUTION OF AMENDMENT. This Amendment can be executed by electronic means.

2425

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

IN WITNE$SWHEREOF, the parties hereto have caused their hands and seals to be set on this Amendment written by the.ir respective official thereunto duly authon;,::ecL

Florida Tourismlndustry Marketing MAT MEDIA,. LLC Corporation d/b/aVIS!T FLORIDA

BY: VJill Seccombe 8Y: Pal. Roberts Authorized Signa1ure Authorized Signature President/CEO President TITLE:~------TITLE: ---,--~c-----...... ---

DATE: _N_o_v_9_· ,_2_0_1_6_·------DATE: _N_o_v_1_,_2_.0_·1_6_, _____

2426

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

AMENDED EXHISJT A S§aspn5 :Emerll's 'Florida Deliverables

A,. EPISODE: PROPUcrroN: Ten (10)twenty~two(22) •.~ thirty.(30)rninute original . episodes wtU be created utilizing all florlda based cc,mtent produc~d onJocatlQn through~Ut, Florida hosted by Em13ril Lagasse for Season 5, The episodes wtil be produced incalendaryear 02, 03; and 04 of2016ilnd airingincalendaryear Q1 and Q2 of 2017 onttre Cooking CMannet A production schedule content plan and .locatfqn schedule to be pmvided by the contractor to VISIT FLORIOA for float.approval prior to production. Vt SIT FLORlDAwill. have the rights to veto any location or content.The tlnateditorial decisions will be made by Emeril Laga$'se.

a. AIRfftJGS; Ten ftO) original eplsodespJus1hree(3) ''The l3estor previous · episodes to a1ron Cooking Channel in Q1 and 02 on Sunday afternoons plus two (2) weekdii!y aJrings, one morning •and one ·afternoon In Q3 of 2017. Q1 wilt ai:rten (10) original episodes and three (3).preVious episodes and .two (2} re-;aks per w~k. 02 will air thirteen (1 :3) .episocjes :3· ti~ totaling 7$ a.irings.

C; OlGJTALANO S,OCtAL PRODUCTION: .In response to new editorial content direc~ion provided by VISIT FLORIDA, the Contractor wilt produce shorHorm videosforsaefaland digltaJdlstribution vpon VlSlTFlORIDA'sd1rectkm. Contractor wm also provii:ie ,;1ssistance qeveloping. digital cont1;1nt for VISIT FLORIDA's newcuttnary ''tuner" site.

o. atL.L80A80$: One (1) :05 second opening billooard P:resentlng Sponsor credit per episede 1ncluding logo, a1..1dfo mentienandtext, plus four (4) :05 second billboard in the bpgy of each episode including logo, a1;1dio and text VISIT FLORIDA, may make these bUlboards ava'Jtable to Florida-tourism industry Partners.Total p1Uboards = 390 in2017for Season 5 on the Cooking Chani1eL

'£.:. COMMERCIALS~ Five ($) :30 seconcl NationalCommerciaJ spots per episCJcfe for Season 5 on thtil Cooking Channel: 78. total airings with 390 commercial.spot~ for 2017,

F. VIGNETTES: .Two (2) to threl:! {3) per episo~e that wlllbe approximately1 ;_· 3 • minutes.in length pervfgnette. Totaftwenty-six(26) vignettes.

G. ARTICLES; Thirteen (13) articles With atteast onet:iecjto each episode for web and $odai marketing. These articles v,,HJ be a minimum of 250 words and Will .bl:! developed wfth input from the marketing staff of VISIT FLORl PA. · ·

H. fitJ~LIC SERVICE ANNOUNCEMENT (PSA): V1$!T FLORiOA ls granted al! tights anct licenses necessary to air the Erneril tagasse's VISIT FLOR[DA­ "Share A U{t!e 5unshine" campaigo PSA spots previously produc;eo througt, December 31, 2017, ·

I, EVEf.tr PHOTOS: Photo~ from et¼ch event and episode wilLbe provided toVlSIT FLORIDA to utHize on its web platforrn and social media. .

2427

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

J~ VVEBSJTE: The Contractor willsublicense the rights.tpVISIT FLORIDA to develop andmaintain awebsitepage directlytted to Emetil'sFtorrcta.

I<. CREATIVE ANO PROMOTIONAL CONSULTATJOt,kThe Contractor will c~nsult Ofl creative and promotional aspects of .E:merl!'s. Fl{ltltja WithVISl'f FLORtDNs staff and any oftheit adve.rtising agencfes desi9nc1ted PY VlSIT FLORIDA lncludfng site selectkms, themes, and editorial suggestions. The fina·1 editorial control is maintained byEmeril Lagasse, with acceptanceby vrsrr FLOR1DA and Contractor; · ·

L EVENTS ANO P~OMOTtONS: VfSffFlORIDA will havethlf,!rrghts to promotional signage atall events directly tied to the E'meril's Florida seri8$ as long as it ls a,ppropriate with the locaf organizers of the events, VISIT FLORIPA and the Gontractotjointly agr,ee to pmmote the show. Tots ~Y incluM promotionaLmateriaf, even~. a,n<.i otner marketing efforts th'l:lt are a11reed to.

2428

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

AMENQEO EXHIBrt B CQNTENTPA,YMENT SCHEDULE

PAYMENT AMOUNT OESCRlPTlON ,. $455,000 l- Conttactorwm invoicevisrr FLOR1DA$455,000 upon eX!;!cution oflhe Agreement; "fhe depositamount of $45,500 per episode for Season 5 original 10 epistdes wlll be returned to VISIT fLbRIDA for any episode thatdoes not air for.Season 5 by June 30, .2017.

$f7;500 Contractor wtll invorce VISlt fLORfDA $17,500 upory presenhation and acceptance by VISIT FLORIDA of production schedule and content plan.

$150,000 Contractorwill'irw:oice VISJTFLOHIOA$150,000 upon execution of the Ad.dendum for advrutlsing rights for Season 5. "This advance payment ¼'\Hbe' retumed1oViSIT FLORtOA 1n the event.that Season. 5 qoes. not air by June $(}, 2017.

$780,000 ContraclorwifUnvoice VISITFLOR!DA$78;0CIO per epfsode to:r. the product101:1 of Season 5 original 1o episodes and provide proof of completion .. llf• prodllttiorh The $7tl, ooo per episode will be retumed to VISIT FLORIDA for any Season 5 episodethat.doe'Snot air !:>Y June 30, 2017.

$100,UOO / Gontractotw1fl invoiceVISlTFLORIDA$100,000 qpon co.mpletfon of the production of al! 1Q or]Qlnaiepi$ode:s for advertising rights for Seasoh 5. This advance,paymentwm be retumed Jo VISIT FLORIDA in the event that Season 5 doesnotair byJune 30,2:017.

$585,000 ,/ Contrattor wiff invoice VISIT FLO.Rlt)A }15;09,ef per episode for the flrigiflcd alrlrig of. Season 5 ;.a· episod!;!s and provide proofofperfonr(fil'ice in calendar year Q1 .. and:.Q2 2017,

$t9;500 ,/ Conttactorwill invoice V!SITFLORIDA $7&0 .per eomplet<:id vignette fpr a tot,d of 26 web vignettes fot Seasons as outlined in Agreement or $19,500:

$13;0Q(} ✓ Contractor wm lnvoiqe VISff FL•RIDA$l,OOO fdrthe completion ofweb articf~s p€J,f episoqe ftwSeason 5 for a tolafof 1.3 web articles a.s outlined in Agreement or $13/000.

2429

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

$330.000 Contractotwill 1nvoiceVlSiT FLORIDA $1 rn,000 on December 1, 2016, January 1, 2017 and final payment upon deHvery afall assets to Vl:S!T FLORIDAforthe production ot the new short.form digital and social video packages produced according to VISIT FLOR!DA's specifications (e.g:; :15, :30 and ;60 second vignettes); and providE, proof of completion of production

$2,450,QOO.OO SUB TOTAL

2430

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXHIBITB

2431

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

THE FLORIDA. HOUSE OF REPRESENTATIVES $) W~ ~@>Qi~~ lJB ml qr:~~ t[QE

THE STATE OF FLORIDA: TO: MAT Media, LL<;,c/o Charles Pat Roberts, ~_egistered Agent and Mana,g~in_g~ _ _Member, 201 S. Monme Street, Ste. 201, Tallahassee, FL 3_2_30_1___ _

YOU ARE COMMANDED to appear at the Florida House of Representatives, House Office Building, 402 S. Monroe Street, Suite 402, Tallahassee, FL 32399 on November 6, 2017 at 10:00 a.m_ and to have with you at that time and place the records listed on the attached Exhibit "A." These records will be inspected and may be copied at that time. You will not be required to surrender the original items. You may comply with this subpoena by providing legible copies of the items to be produced to the Committee Chairman whose name appears on this subpoena on or before the schedu!ed date of production. You may mail or deliver the copies to the Committee Chairman whose name appears on this subpoena and thereby eliminate your appearance at the time and place specified above. THIS WILL NOT BE A DEPOSITION_ NO TESTIMONY WILL BE TAKEN.

If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be in contempt of the House of Representatives and may be punished according to article Ill, section 5 of the Florida Constitution, section 11.143 of the Florida Statutes, and applicable Rules of the House of Representatives_

You are subpoenaed to appear by the following Committee Chairman, and unless excused from this subpoena by the Chairman or the Speaker of the House, you shall respond to this subpoena as directed If you have any questions regarding this subpoena you should contact Don Rubottom, Staff Director, at (850) 717 -4881.

Dated at Tallahassee this /l~ay of October, 2017. At request of:

Representative Larry Metz Chair- Public Integrity & Ethics Committee

To the Sheriffs of the State of Florida or other person(s) authorized by law to serve civil process in this state or in any other state, you are hereby commanded to serve and return this subpoena accordlng to Jaw. A Issued at Tallahassee this J.2:__ day of October, 2017. ATTEST:

chard Corcoran, Speaker The Florida House of Representatives

2432

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Exhibit "A"

1. All contracts and agreements between MAT Media, LLC and Scripps Network Interactive related to Emeril's Florida for years 2012-2017. 2. All contracts between MAT Media, LLC and Cooking Channel related to Emeril's Florida for years 2012-2017. 3. All contracts between MAT Media, LLC and Food Network related to Emeril's Florida for years 2012-2017. 4. All contracts between MAT Media, LLC and Martha Stewart Living Omni Media, Inc. related to Emeril's Florida for years 2012-2017. 5. AH contracts between MAT Media, LLC and MSLO Emeril's Acquisition, LLC related to Emeril's Florida for years 2012-2017. 6. All contracts between MAT Media, LLC and E meril Lagasse related to Emeril's Florida for years 2012-2017. 7. All contracts between MAT Media, LLC and Emeril Brands related to Emeril's Florida for years 2012-2017. 8. All contracts between MAT Media, LLC and the restaurants featured in Emeril's Florida for years 2012-2017. 9. All contracts between MAT Media, LLC and any other entity, including but not limited to contracts for advertising or sponsorship, regarding Emeril's Florida for years 2012-2017. 10.AII contracts between MAT Media, LLC and Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 11. All documents reflecting all rebates and incentives received from Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 12.AII documents reflecting all tax rebates and incentives received related to the production and airing of Emeril's Florida for years 2012-2017. 13.AII contracts between MAT Media, LLC and any Florida Convention and Visitor Bureau (CVS), Tourist Development Council (TDC), and/or Visit Florida Strategic Partners, including Busch Gardens, Disney, SeaWorld or Universal Studios, concerning co-op participation under contract with Visit Florida for years 2012-2017. 14.AII necessary licenses, agreements, and consents obtained authorizing MAT Media, LLC to contract with Emeri! Lagasse, Martha Stewart Living Omni Media and the Cooking Channel, along with all costs incurred as a result. 15.AII documents reflecting all revenues received by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017, rncluding but not limited to revenues received from the sale of media buys and/or revenues received from featured restaurants and resorts/hotels. 16.AII documents reflecting all expenses incurred by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017. 17. All documents evincing performance required by contracts with Visit Florida related to Emeril's Florida including but not limited to receipts, invoices, bills, subcontracts, and media placement agreements. 18.AII journals, ledgers, books and records concerning the production and airing of Emeril's Florida for years 2012-2017.

2433

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

19. Federal tax returns for MAT Media, LLC for 2012-2016.

2434

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

THE FLORIDA HOUSE OF REPRESENTATIVES $) w~ ~ ®

THE STATE OF FLORIDA: TO: Ch_9:rles Pat Robert~201 S. Monroe Street, Ste.201, Tallahassee, FL 32301

YOU ARE COMMANDED to appear at the Florida House of Representatives, House Office Building, 402 S. Monroe Street, Suite 402, Tallahassee, FL 32399 on November 6, 2017 at 10:00 a.m. at 10:00 a.m. and to have with you at that time and place the records listed on the attached Exhibit "A." These records will be inspected and may be copied at that time. You will not be required to surrender the original items. You may comply with this subpoena by providing legible copies of the items to be produced to the Committee Chairman whose name appears on this subpoena on or before the scheduled date of production. You may mail or deliver the copies to the Committee Chairman whose name appears on this subpoena and thereby eliminate your appearance at the time and place specified above. THIS WILL NOT BE A DEPOSITION. NO TESTIMONY WILL BE TAKEN. If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be in contempt of the House of Representatives and may be punished according to article 111, section 5 of the Florida Constitution, section 11 .143 of the Florida Statutes, and applicable Rules of the House of Representatives.

You are subpoenaed to appear by the following Committee Chairman, and unless excused from this subpoena by the Chairman or the Speaker of the House, you shall respond to this subpoena as directed. If you have any questions regarding this subpoena you shouid contact Don Rubottom, Staff Director, at (850) 717-4881. - Ill Dated at Tallahassee this fl_ day of October, 2017. At request of:

Representative Larry Metz Chair- Public Integrity & Ethics Committee

To the Sheriffs of the State of Florida or other person(s) authorized by law to serve civil process in this state or in any other state, you are hereby commanded to serve and return this subpoena according to law.

Issued at Tallahassee this £.y of October, 2017. ATTEST: ~ ~V-...(- ;.· Portia Palmer, Clerk

2435

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Exhibit "A" 1. All contracts and agreements between MAT Media, LLC and Scripps Network Interactive related to Emeril's Florida for years 2012-2017. 2. All contracts between MAT Media, LLC and Cooking Channel related to Emeril's Florida for years 2012-2017. 3. All contracts between MAT Media, LLC and Food Network related to Emeril's Florida for years 2012-2017. 4. All contracts between MAT Media, LLC and Martha Stewart Living Omni Media, Inc. related to Emerirs Florida for years 2012-2017. 5. AH contracts between MAT Media, LLC and MSLO Emeril's Acquisition, LLC related to Emeril's Florida for years 2012-2017. 6. Afl contracts between MAT Media, LLC and Emeril Lagasse related to Emerfl's Florida for years 2012-2017. 7. All contracts between MAT Media, LLC and Emeril Brands related to Emerirs Florida for years 2012-2017. 8. All contracts beween MAT Media, LLC and the restaurants featured in Emeril's Florida for years 2012-2017. 9. All contracts between MAT Media, LLC and any other entity, including but not limited to contracts for advertising or sponsorship, regarding Emeril's Florida for years 2012-2017. 10.AH contracts between MAT Media, LLC and Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 11. All documents reflecting all rebates and incentives received from Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 12. All documents reflecting all tax rebates and incentives received related to the production and airing of Emeril's Florida for years 2012-2017. 13. All contracts between MAT Media, LLC and any Florida Convention and Visitor Bureau (CVB), Tourist Development Council (TDC), and/or Visit Florida Strategic Partners, including Busch Gardens, Disney, SeaWorld or Universal Studios, concerning co-op participation under contract with Visit Florida for years 2012-2017. 14.AII necessary licenses, agreements, and consents obtained authorizing MAT Media, LLC to contract with Emeril Lagasse, Martha Stewart living Omni Media and the Cooking Channel, along with all costs incurred as a result. 15. All documents reflecting all revenues received by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017, including but not limited to revenues received from the sale of media buys and/or revenues received from featured restaurants and resorts/hotels. 16. All documents reflecting all expenses incurred by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017. 17.AII documents evincing performance required by contracts with Visit Florida related to Emeril's Florida including but not limited to receipts, invoices, bills, subcontracts, and media placement agreements. 18. All journals, ledgers, books and records concerning the production and airing of Emeril's Florida for years 2012-2017.

2436

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

19. Federal tax returns for MAT Media, LLC for 2012-2016. 20.AI! income received by Charles Patrick Roberts in connection with the production and airing of Emeril's Florida for 2012-2017.

2437

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing # 64577097 E-Filed 11/27/2017 09: 50:21 AM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT, IN AND FOR LEON COUNTY, FLORIDA

Case No. 2017-CA-002368

SPEAKER RICHARD CORCORAN ex rel HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

Plaintiffs,

vs.

MAT MEDIA, LLC, and CHARLES "PAT" ROBERTS,

Defendants.

NOTICE OF APPEARANCE

Please take notice that Mark Herron, Robert J. Telfer III and Thomas M.

Findley of Messer Caparello, P.A. hereby enter their appearance as counsel for

Defendant, Charles "Pat" Roberts in this proceeding.

They designate the following email addresses, pursuant to Florida Rule of

Judicial Administration 2.516 for service of all documents required to be served in

this proceeding:

Primary E-Mail Address: [email protected] [email protected] [email protected]

2438

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Secondary E-Mail Addresses: [email protected] [email protected] [email protected]

Respectfully submitted this 27th day of November, 2017, by: Isl Messer Caparello, P.A. Mark Herron Florida Bar No. 199737 Email: [email protected] Thomas M. Findley Florida Bar No. 0279730 Email: [email protected] Robert J. Telfer III Florida Bar No. 0128694 Email: [email protected] Post Office Box 15579 Tallahassee, FL 32317 Telephone (850) 222-0720 Facsimile: (850) 558-0659

2439

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that a true and correct copy of the foregoing has been furnished through the CM/ECF system, which will send notice of electronic filing to all counsel of record on November 27, 2017:

Adam Tanenbaum J. Michael Maida Florida House of Representatives, Florida House of Representatives, General Counsel General Counsel Office of General Counsel Office of General Counsel 418 The Capitol 418 The Capitol 402 South Monroe Street 402 South Monroe Street Tallahassee, FL 32399-6526 Tallahassee, FL 32399-6526 [email protected] [email protected]

Donald J. Rubottom, Staff Director Public Integrity & Ethics Committee 418 The Capitol 402 South Monroe Street Tallahassee, FL 32399-1300 [email protected]

---Isl ------MarkHerron

2440

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 65064826 E-Filed 12/06/2017 04:45:25 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT, IN AND FOR LEON COUNTY, FLORIDA

Case No. 2017-CA-002368

SPEAKER RICHARD CORCORAN ex rel. HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

Plaintiff,

vs.

MAT MEDIA, LLC and CHARLES "PAT" ROBERTS,

Defendants.

ANSWER and AFFIRMATIVE DEFENSES of MAT MEDIA, LLC, and CHARLES "PAT" ROBERTS

Defendants, MAT MEDIA, LLC, and CHARLES "PAT" ROBERTS ("ROBERTS"),

by and through undersigned counsel, hereby answers the Legislative Complaint to

Enforce Subpoena filed by Plaintiff using the same paragraph numeration. Any

allegation not specifically admitted herein is denied.

1. Paragraph 1 is admitted.

2. Paragraph 2 is admitted to the extent that it alleges that VISIT FLORIDA

paid MAT MEDIA LLC to create, produce, and place television programming utilizing

Florida-based content and hosted by Emeril Lagasse and to produce some ancillary

products to support the programming. Paragraph 2 is denied to the extent that it alleges

that VISIT FLORIDA paid ROBERTS for such programming and such ancillary products.

Page 1 of 15

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

3. Defendants are without knowledge as to whether the House continues to investigate, among other things, the use of public funds for tourism marketing or whether the House continues to consider development of policy changes to inject more transparency and accountability into the process. Defendants admit that the Plaintiff asks this Court to compel MAT MEDIA, LLC, and ROBERTS to comply with subpoenas previously issued by the House Public Integrity and Ethics Committee ("PIE

Committee").

4. Paragraph 4 is admitted.

5. Paragraph 5 is admitted.

6. Paragraph 6 is admitted.

7. Paragraph 7 is admitted.

8. Paragraph 8 is admitted.

9. With respect to Paragraph 9, Defendants admit the this is an action to enforce subpoenas issues by the PIE Committee. Defendants deny that the subpoenas were lawfully issued. Defendants admit this Court has jurisdiction to hear this action.

10. Paragraph 10 is admitted.

11. Paragraph 11 is admitted.

12. Paragraph 12 is admitted.

13. Paragraph 13 is admitted.

14. Paragraph 14 is admitted.

15. With respect to Paragraph 15, Defendants are without knowledge as to whether the House has taken aggressive steps to investigate and reign in freewheeling,

Page 2 of 15

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

unchecked tourism marketing spending on behalf of the State and to bring accountability and transparency to the process of contracting for those tourism marketing services.

Defendants admit that HB 9 was not enacted by the Legislature in 2017. Defendants admit that the Legislature enacted HB lA during Special Session "A" in 2017. Defendants are without knowledge as to whether the House will continue its efforts regarding public tourism marketing expenditures during the 2018 regular session. Defendants admit that HB

3 has been filed for consideration during the 2018 Regular Session of the Florida Legislature.

16. Paragraph 16 is admitted.

17. Defendants are without knowledge as to what is considered "typical" by the Plaintiff.

18. Paragraph 18 is admitted to the extent that it alleges that MAT MEDIA, LLC received in excess of $10 million in connection with the contracts between VISIT

FLORIDA and MAT MEDIA, LLC, and that MAT MEDIA, LLC, received additional public dollars in sponsorships by local tourism development councils and visitor and convention bureaus plus advertising revenue realized on the programming purchased by VISIT

FLORIDA. Paragraph 18 is denied to the extent that it alleges that ROBERTS received in excess of $10 million in connection with the contracts between VISIT FLORIDA and MAT

MEDIA, LLC, and that ROBERTS received additional public dollars in sponsorships by local tourism development councils and visitor and convention bureaus plus advertising revenue realized on the programming purchased by VISIT FLORIDA.

19. Defendants are without knowledge as to the House continues to consider policy or legislative changes that will ensure that VISIT FLORIDA and local tourism

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marketing entities negotiate contracts that capture the best prices for the services to be provided for the benefit of the State and its taxpayers. Defendants deny that the House needs the information sought through the subpoenas issued to MAT MEDIA, LLC, and ROBERTS in order to formulate policy changes. Defendants are without knowledge as to the reasons why the Speaker directed the PIE Committee to investigate the contracts between VISIT

FLORIDA and MAT MEDIA, LLC.

20. Paragraph 20 is admitted.

21. Paragraph 21 is admitted.

22. Paragraph 22 is admitted; however, prior to the time and date for compliance with the PIE Committee subpoenas, MAT MEDIA, LLC and ROBERTS filed an action seeking Declaratory Judgment, Injunctive and Supplemental Relief to quash the

PIE Committee subpoena. This action was filed in the Circuit Court in the Circuit Court for the Second Judicial Circuit and is identified as Case No. 2017-CA-002284 and has been assigned to the Honorable Karen Gievers.

23. Paragraph 23 is admitted.

24. Paragraph 24 is admitted.

25. Paragraph 25 is admitted.

26. Paragraph 26 is admitted; however, prior to the time and date for compliance with the PIE Committee subpoenas, MAT MEDIA, LLC and ROBERTS filed an action seeking Declaratory Judgment, Injunctive and Supplemental Relief to quash the

PIE Committee subpoena. This action was filed in the Circuit Court in the Circuit Court

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for the Second Judicial Circuit and is identified as Case No. 2017-CA-002284 and has been assigned to the Honorable Karen Gievers.

27. Paragraph 27 is denied to the extent that it alleges that the House is entitled to the records identified in the PIE Committee subpoenas issued to MAT MEDIA, LLC. and ROBERTS. Paragraph 27 is denied to the extent that it alleges that the House is entitled to an order from this Court directing compliance from both MAT MEDIA, LLC, and ROBERTS. Paragraph 27 is admitted to the extent that it alleges that MAT MEDIA,

LLC, and ROBERTS failed to comply with the PIE Committee subpoenas; however, prior to the time and date for compliance with the PIE Committee subpoenas, MAT MEDIA,

LLC and ROBERTS filed an action seeking Declaratory Judgment, Injunctive and

Supplemental Relief to quash the PIE Committee subpoena. This action was filed in the

Circuit Court in the Circuit Court for the Second Judicial Circuit and is identified as Case

No. 2017-CA-002284 and has been assigned to the Honorable Karen Gievers.

FACTUAL ALLEGATIONS COMMON TO ALL AFFIRMATIVE DEFENSES

1. Visit Florida is a nonprofit corporation established by Florida law to serve as a direct support organization of Enterprise Florida, Inc. ("Enterprise Florida"). Florida law requires that Enterprise Florida contract with Visit Florida "to execute tourism promotion and marketing services, functions, and programs for the state."

2. In furtherance of its responsibility "to execute tourism promotion and marketing services, functions, and programs for the state," Visit Florida between 2012 and 2016 entered into a series of contracts with MAT Media by which MAT Media would create and produce video programming utilizing Florida-based content produced on

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location throughout Florida hosted by Emeril Lagasse ("Emeril' s Florida"). Such program would air on the Cooking Channel. The contracts also called for MAT Media to create and produce a number of ancillary products in support of the Emeril' s Florida show.

Copies of contracts between MAT Media and Visit Florida were attached as Exhibit "A" to the complaint filed in this action.

3. Under the contracts, MAT Media "retains all ownership and copyright of the original television episodes, web videos, web articles, and photos."

4. All programming and ancillary products required under the aforementioned contracts between Visit Florida and MAT Media have been delivered and accepted by Visit Florida. Neither party to those contracts have alleged that any of the contracts have been breached in any way.

5. On October 12, 2017, the General Counsel of the Florida House of

Representatives appeared before the PIE Committee and indicated that the House of

Representatives has been trying to get documents from MAT Media and Roberts and stated that "there have been informal and formal communications with Mr. Roberts and

Mat Media in an effort to obtain the documents on an informal basis or voluntary basis.

And Mr. Roberts has chosen not to take advantage of those opportunities."

6. The General Counsel then stated that "in order to get those documents at this point, there would need to be, presumably, subpoenas issued to Mr. Roberts and Mat

Media to obtain those documents." Further, the General Counsel stated: "[A]ny lawyer knows subpoenas are really matter of course. I mean, it's -- they happen all the time.

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There's not -- it's not a negative. It's just a tool to obtain documents, information. That is a tool that's available to the House and to this Committee."

7. The General Counsel went on to state the investigation fell under the

"House's ongoing duty and role to understand how taxpayer dollars are spent." The information sought is not related to the spending of tax dollars, all information regarding how tax dollars were spent can be found in the contracts between MAT Media and Visit

Florida which list dollar amounts paid by Visit Florida and the specific deliverables MAT

Media provided in exchange for each payment. The information sought contains the trade secret information of how MAT Media created/built the deliverables it contracted to provide to Visit Florida and how MAT Media chose to spend MAT Media's money after successful completion of the contracts where neither party has alleged a breach.

8. The information sought has nothing to do with MAT Media's performance under the contracts. Rather, as explained by the House General Counsel, the House is seeking information on the costs incurred by MAT Media to produce the Emeril' s Florida show as well as "contracts that Mat Media or Mr. Roberts would have engaged in separately in pursuance or in performance of the contract that Mat Media had with Visit

Florida." Such documents presumably include any licensing agreements with respect to copyrighted materials which MAT Media owns pursuant to its contracts with Visit

Florida.

9. At its meeting on October 12, 2017, the PIE Committee approved issuance of subpoenas duces tecum "to Mat Media, LLC, and Charles Patrick Roberts, and any identified officers or principals thereof, and any identified related entities, compelling the

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production of any and all records related to Emeril's Florida, produced under contract with Visit Florida." The subpoenas were signed by Chair Metz and the Speaker. Copies of the subpoena issued to MAT Media and Roberts were attached as Exhibit "B" to the complaint filed in this action.

10. The subpoenas issued to MAT Media and Roberts are substantially identical. Each requires production of the following documents on or before 10:00 a.m. on November 6, 2017, at the offices of the PIE Committee:

1. All contracts and agreements between MAT Media, LLC and Scripps Network Interactive related to Emeril's Florida for years 2012-2017.

2. All contracts between MAT Media, LLC and Cooking Channel related to Emeril's Florida for years 2012-2017.

3. All contracts between MAT Media, LLC and Food Network related to Emeril's Florida for years 2012-2017.

4. All contracts between MAT Media, LLC and Martha Stewart Living Omni Media, Inc. related to Emeril's Florida for years 2012-2017.

5. All contracts between MAT Media, LLC and MSLO Emeril's Acquisition, LLC related to Emeril's Florida for years 2012-2017.

6. All contracts between MAT Media, LLC and Emeril Lagasse related to Emeril's Florida for years 2012-2017.

7. All contracts between MAT Media, LLC and Emeril Brands related to Emeril's Florida for years 2012-2017.

8. All contracts between MAT Media, LLC and the restaurants featured in Emeril's Florida for years 2012-2017.

9. All contracts between MAT Media, LLC and any other entity, including but not limited to contracts for advertising

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or sponsorship, regarding Emeril's Florida for years 2012- 2017.

10. All contracts between MAT Media, LLC and Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017.

11. All documents reflecting all rebates and incentives received from Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012- 2017.

12. All documents reflecting all tax rebates and incentives received related to the production and airing of Emeril's Florida for years 2012-2017.

13. All contracts between MAT Media, LLC and any Florida Convention and Visitor Bureau (CVB), Tourist Development Council (TDC), and/ or Visit Florida Strategic Partners, including Busch Gardens, Disney, SeaWorld or Universal Studios, concerning co-op participation under contract with Visit Florida for years 2012-2017.

14. All necessary licenses, agreements, and consents obtained authorizing MAT Media, LLC to contract with Emeril Lagasse, Martha Stewart Living Omni Media and the Cooking Channel, along with all costs incurred as a result.

15. All documents reflecting all revenues received by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017, including but not limited to revenues received from the sale of media buys and/ or revenues received from featured restaurants and resorts/ hotels.

16.AII documents reflecting all expenses incurred by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017.

17. All documents evincing performance required by contracts with Visit Florida related to Emeril's Florida including but not limited to receipts, invoices, bills, subcontracts, and media placement agreements.

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18. All journals, ledgers, books and records concerning the production and airing of Emeril's Florida for years 2012-2017.

19. Federal tax returns for MAT Media, LLC for 2012-2016.

11. In addition, the subpoena issued to Roberts seeks production of documents relating to "[a]ll income received by Charles Patrick Roberts in connection with the production and airing of Emeril's Florida for 2012-2017."

12. The documents sought by the PIE Committee subpoenas are not public records. They are private records of a corporate entity and a private individual.

13. While the contracts between Visit Florida and MAT Media require MAT

Media "to maintain journals, ledgers, books and other records in good order and in sufficient detail to allow audit and post-audit activities required by law with respect to

VISIT FLORIDA activities, and to maintain them for three years after expiration of this

Contract," the documents are not being sought by Visit Florida "for audit or post audit activities required by law;" nor would they be relevant to any audit or post-audit activities conducted by Visit Florida.

14. Prior to entering the initial contract, representatives of MAT Media discussed the "records keeping and retention" provision referenced above with representatives of Visit Florida and MAT Media was informed that the purpose of this contract provision was to ensure MAT Media kept copies of all documents submitted to

Visit Florida. MAT Media was informed that in the event Visit Florida conducted an audit and had lost or misplaced any document provided by MAT Media, MAT Media would need to be able to provide a backup copy of all documents submitted.

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15. The documents sought by the PIE Committee do not relate to performance of MAT Media under contracts between MAT Media and Visit Florida. Instead, they relate to contracts, agreements, and relationships that MAT Media or Roberts have with third parties which are not subject to production, review, or audit by Visit Florida.

16. In his presentation to the PIE Committee, the General Counsel of the House stated that there is a need for the subpoenaed documents in order to see "what happens on the vendor's side" of a contract with Visit Florida, "how are the numbers developed," and "where does ... MAT Media come up with ... the dollar amounts it negotiates with

Visit Florida."

17. The PIE Committee subpoenas specify that if either MAT Media or Roberts

"fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be in contempt of the House of Representatives and may be punished according to article Ill, section 5 of the Florida Constitution, section 11.143 of the Florida

Statutes, and applicable Rules of the House of Representatives."

18. The documents enumerated in categories 1 through 19 of the PIE

Committee subpoenas are "trade secrets" as defined in the "Uniform Trade Secrets Act."

Section 688.002(4), Florida Statutes, defines a "trade secret" as follows:

"Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process that:

(a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

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(b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

19. MAT Media and Roberts have invested substantial time, effort and expense in creating confidential business information and trade secrets, including vendor information, pricing information, market research, and business analysis which were used to procure and satisfy the Visit Florida contracts.

20. MAT Media and Roberts have taken all necessary steps to maintain the confidentiality of the materials requested in the subpoenas.

21. The confidential information and trade secrets possessed and maintained by MAT Media and Roberts are not generally known in the industry or outside of MAT

Media, and could not be learned by others, if at all, without considerable time, effort and expense.

22. If this confidential information were to be disclosed, MAT Media's competitive position would be harmed and competitors would be able to take advantage of many years' worth of valuable accumulated knowledge. Disclosure of such information would give MAT Media's competitors an unfair competitive advantage

23. Disclosure of this information has no relevancy or pertinency to whether

MAT Media or Roberts satisfactorily performed their contractual obligations under the contracts with Visit Florida to produce the Emeril's Florida programming. The information sought has nothing to do with MAT Media's performance of its contracts with Visit Florida.

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First Affirmative Defense

The PIE Committee subpoenas are unlawful in that they exceed the powers of a legislative committee to obtain information on subjects of legislation.

Second Affirmative Defense

The PIE Committee has not been instructed by resolution of the House of

Representatives forth the legislative purpose of the investigation. The basis of the

"investigation" are statements made by the House General Counsel to the PIE

Committee, presumably at the behest of the Speaker of the House of Representatives.

Third Affirmative Defense

The PIE Committee subpoenas require disclosure of "trade secrets" to a public agency, the disclosure of which by officers and employees of an agency is a crime, and with respect to which the Speaker has taken the position that Florida law provides him and other legislators and legislative employees the authority to subpoena confidential trade secret information and his Legislative Immunity renders the subpoenaed party without any recourse when he publicly discloses such trade secret information.

Fourth Affirmative Defense

Document 20 listed in the PIE Committee subpoena to Roberts seeks production of documents relating to "[a]ll income received by Charles Patrick Roberts in connection with the production and airing of Emeril's Florida for 2012-2017." Presumably this would include Roberts' federal income tax returns for 2012-2017 as well as other documents belonging to Roberts' personally. Disclosure of this information has no relevancy or pertinency to whether MAT Media or Roberts satisfactorily performed their contractual

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obligations under the contracts with Visit Florida to produce the Emeril's Florida programming. Disclosure of these documents, including Roberts' federal income tax returns for 2012-2017, would violate Florida's right to privacy set forth in Article II,

Section 23 of the State Constitution:

SECTION 23. Right of privacy. - Every natural person has the right to be let alone and free from governmental intrusion into the person's private life except as otherwise provided herein. This section shall not be construed to limit the public's right of access to public records and meetings as provided by law.

Additional Defenses Reserved

Defendants hereby give notice that they may rely on other defenses if and when such defenses become known during the course of litigation, and hereby reserves the right to amend this answer to assert any other defenses as become known or available.

Respectfully submitted this 6th day of December, 2017, by:

s Jansen & Davis, P.A. R. Timothy Jansen Florida Bar No. 691208 Email: [email protected] Adam J. Komisar Florida Bar No. 86047 Email: [email protected] 1206 N Duval St Tallahassee, FL 32303-6115 Telephone: 850-224-1440 Facsimile: 850-224-0381

and

Messer Caparello, P.A. Mark Herron

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Florida Bar No. 199737 Email: [email protected] Thomas M. Findley Florida Bar No. 0279730 Email: [email protected] Post Office Box 15579 Tallahassee, FL 32317 Telephone (850) 222-0720 Facsimile: (850) 558-0659

Certificate of Service

I HEREBY CERTIFY that a copy of the foregoing was sent by electronic mail using the Florida Courts E-filing Portal on this 6th day of December, 2017, to:

Adam Tanenbaum J. Michael Maida Florida House of Representatives, Florida House of Representatives, General Counsel General Counsel Office of General Counsel Office of General Counsel 418 The Capitol 418 The Capitol 402 South Monroe Street 402 South Monroe Street Tallahassee, FL 32399-6526 Tallahassee, FL 32399-6526 [email protected] [email protected]

Donald J. Rubottom, Staff Director Public Integrity & Ethics Committee 418 The Capitol 402 South Monroe Street Tallahassee, FL 32399-1300 [email protected]

s/ Thomas M. Findley THOMAS M. FINDLEY

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Filing# 65771594 E-Filed 12/22/2017 04:09:02 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA CIRCUIT CNIL DNISION

SPEAKER RICHARD CORCORAN ex rel. HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

Plaintiff,

v. Case No. 2017 CA 002368

MAT MEDIA, LLC and CHARLES "PAT" ROBERTS,

Defendants. ------~/ THE SPEAKER'S MOTION FOR JUDGMENT ON THE PLEADINGS

The Speaker of the Florida House of Representatives, on behalf of the House Public

Integrity and Ethics Committee ("PIEC") and pursuant to Rule 1.140(c) of the Florida Rules of

Civil Procedure, moves this Court to grant judgment against the defendants and order them to

comply with PIEC's subpoenas. The pleadings taken together show that the defendants admit the

necessary material facts. PIEC in turn is entitled to prompt enforcement of its subpoenas under

section 11.143(4)(b), Florida Statues.

I. The Pleadings Leave No Material Factual Dispute that Prevents the Court from Disposing of this Case as a Matter of Law Now.

The defendants do not dispute any fact material to this case. In tum, this Court may

determine the Speaker's entitlement to an enforcement order against the defendants as a matter of

law. Shay v. First Fed. ofMiami, Inc., 429 So. 2d 64, 65 (Fla. 3d DCA 1983) (noting that motion

for judgment on the pleadings "raises only questions oflaw arising out of the pleadings" and "may

be granted only if the moving party is clearly entitled to judgment as a matter of law"). The

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admitted facts and a facial review of the legislative subpoenas support a legal finding that the subpoenas are valid and enforceable.

For instance, there is no dispute that "House committees have broad power to gather information and documents to compel the testimony of witnesses," and that "[t]he House, in the exercise of its legislative power, utilizes committees to conduct oversight of public funds."

Complaint at 1, ii 1; Answer at 1, ,r 1. Moreover, MAT Media executed a series of public contracts with VISIT FLORIDA-a taxpayer-funded, non-profit public corporation-whereby the latter agreed to pay millions of taxpayer dollars to the former for production and delivery of certain television programming utilizing Florida-based content and hosted by cooking show personality

Emeril Legasse. Complaint at 2, 6, ,r,r 2, 16; Answer at 1, 3, ,r,r 2, 16. In fact, MAT Media received in excess of $10 million in taxpayer dollars under those contracts, and it received additional public dollars in sponsorships by local tourism development councils and visitor convention bureaus.

Complaint at 6 - 8, ,r 18; Answer at 3, ,r 18. MAT Media also realized advertising revenue on the programming paid for with public dollars by VISIT FLORIDA. Id.

Mr. Roberts manages and controls MAT Media, he signed the contracts with VISIT

FLORIDA on behalf of MAT Media and was primarily responsible for performance under those contracts, and he profited from MAT Media's receipt of millions of dollars in taxpayer funds under those public contracts. Complaint at 3, 6, ,r,r 7, 16; Answer at 2, 3, ,r,r 7, 16.

The Legislature statutorily expressed its intent to review the performance of Enterprise

Florida, Inc.-another publicly funded, nonprofit public corporation-in achieving the performance goals stated in its annual contract with Florida Department of Economic Opportunity

"to determine whether the public is receiving a positive return on its investment in [EFI], and its divisions," including the division that contracts with VISIT FLORIDA to engaged in marketing

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and advertising activities. § 288.904(4), Fla. Stat. (emphasis supplied); Complaint at 4 - 5, ml 11 - 14; Answer at 2, ml 11 - 14. PIEC is a duly constituted standing committee of the Florida

House, it has jurisdiction to exercise oversight in matters referred to it by the Speaker, and the

Speaker referred the public contracts between MAT Media and VISIT FLORIDA for investigative oversight and to determine how those contracts are priced and how public dollars are used to implement those contracts. Complaint at 3 - 4, ,r 8; Answer at 2, ,r 8.

PIEC unanimously approved issuance of subpoenas duces tecum to MAT Media and Mr.

Roberts to get records related to their performance under the public contracts between MAT Media and VISIT FLORIDA. Complaint at 7 - 8, ,r 20; Answer at 4, ,r 20. The Speaker approved those subpoenas, and Chairman Metz signed and issued the subpoenas, service of which MAT Media and Mr. Roberts agreed to accept. Complaint at 8, ,r,r 20 - 21; Answer at 4, ,r,r 20 - 21. The subpoenas were returnable on November 6, 2017, but neither MAT Media nor Mr. Roberts produced any records to PIEC in response to the subpoenas. Complaint at 8, ,r 22; Answer at 4, ,r

22.

This Court needs no additional facts. Every single paragraph ofboth subpoenas-save for paragraph 19 of the MAT Media subpoena-makes a specific reference to a particular aspect of the VISIT FLORIDA-Emeril's Florida contracts through which MAT Media received millions in taxpayer dollars. Case law consistently upholds the legislative power to subpoena documents and testimony to aid in performing legislative oversight and inquiry functions-whereby the

Legislature may inquire into all matters on which the legislative power might be exercised.

II. The Legislature's Power of Subpoena Is Broad.

All of the State's legislative power rests with the Legislature. See Art. III, § 1, Fla. Const.

That plenary power includes the power to investigate and issue compulsory process like the

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subpoenas issued to the plaintiffs. See Art. III, § 5, Fla. Const. The "power of inquiry-with process to enforce it-is an essential and appropriate auxiliary to the legislative function."

McGrain v. Daugherty, 273 U.S. 135, 174 (1927); accord Gibson v. Fla. Legislative Investigation

Comm., 108 So. 2d 729, 737 (Fla. 1958).

Section 11.143(3), Florida Statutes, effectuates the authorization found in Article III, section 5, of the Florida Constitution: "In order to carry out its duties ... [each committee], whenever required, may also compel by subpoena duces tecum the production of any books, letters, or other documentary evidence, including any coefzdential information, it desires to examine in reference to any matter before it." (emphasis supplied). This constitutional grant of investigative power is to the Legislature, "leaving the actual mechanics and procedures for its implementation to the wisdom of that body," which the Florida House ofRepresentatives has done via rule and pursuant to statute. Johnson v. McDonald, 269 So. 2d 682,683 (Fla. 1972).

The pleadings demonstrate no dispute that PIEC had authority to issue subpoenas. PIEC is a standing committee of the House, established by resolution during the House's organization session. See Fla. H.R. Jour. 7, 12 (Org. Sess. 2016); House Rule 7.l(a)(7). The committee's chair

"shall issue the process on behalf of the committee, in accordance with the rules of the respective house." § 11.143(3), Fla. Stat.; see also House Rule 16.l(b) (issuance of subpoenas duces tecum).

By House rule, the chair must issue process on behalf of his or her committee "after a majority of the committee votes to approve issuance and the Speaker has provided written approval." House

Rule 16.l(b). The Speaker, in his sole discretion, "determine[s] the subject matter jurisdiction of each committee or subcommittee," vests "other oversight powers and responsibilities" in the committees and subcommittees of his choosing, and directs those committees and subcommittees to "conduct other business" as he deems appropriate. House Rule 7.23(a), (c), (d); cf House Rule

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2.2 ("The Speaker shall interpret, apply, and enforce the Rules of the House."). The plaintiffs do not assert any procedural defects

The scope of this legislative power to investigate and subpoena necessarily is broad: "It encompasses inquiries concerning the administration of existing laws as well as proposed or possibly needed statutes. It includes surveys of defects in our social, economic or political system for the purpose of' seeking a legislative remedy for them. Watkins v. United States, 354 U.S. 178,

187 (1957). "A legislative body cannot legislate wisely or effectively in the absence of information respecting the conditions which the legislation is intended to affect or change; and where the legislative body does not itself possess the requisite information-which not infrequently is true­ recourse must be had to others who do possess it." McGrain, 273 U.S. at 175. "Compulsory process is a procedural incident to obtaining the information." Gibson, 108 So. 2d at 737.

"Experience has taught that mere requests for such information often are unavailing, and also that information which is volunteered is not always accurate or complete; so some means of compulsion are essential to obtain what is needed." Id.

This power of inquiry covers all the interests on which the legislative power "might legislate or decide upon due investigation not to legislate; it has similarly been utilized in determining what to appropriate from the [treasury], or whether to appropriate. The scope of the power of inquiry, in short, is as penetrating andfar-reaching as the" constitutional power to enact and appropriate. Barenblatt v. United States, 360 U.S. 109, 111 (1959) (emphasis supplied).

Indeed, an individual's private affairs are not off limits where the inquiry can be justified in terms of the legislative function. Cf Watkins, 354 U.S. at 187.

Public expenditures and the regulation of public procurement constitute core functions of the Legislature, as "[n ]o money shall be drawn from the treasury except in pursuance of

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appropriation made by law." Art. VII, § 1( c ), Fla. Const. The Legislature also is interested in both public and private corruption, fairness in business dealings, how public dollars are appropriated and spent, and all matters dealing with the health, safety, and welfare of the residents of Florida.

The following is a non-exhaustive list of matters within the legislative purview:

• Cronyism, and how political insiders enrich themselves from public contracts;

• When competitive procurement is inadvisable or otherwise absent, how value is measured and priced;

• Profitability of public business and whether businesses may take unreasonable advantage of public procurement opportunities to earn profits greater than might be expected from similar private expenditures;

• Whether services procured from private vendors result in more efficient expenditures than hiring state employees to perform the same services;

• Accountability and how the public can determine whether its expectations are realized from public expenditures and public contracts;

• Transparency and whether and how taxpayers are assured that their money is spent only in ways acceptable to the public;

• Whether a public program serves the public better than alternative programs and expenditures; and

• How one promise by or in favor of a public entity is leveraged into other promises in ways that reduce net public benefit or unreasonably increase net private gain from public business.

There is no dispute that the subpoenas, duly issued by a House committee tasked with investigating the expenditure of public funds, seek information related to public contracts. Inquiry into public contracts and the use of taxpayer dollars to fund those contracts falls squarely into the legislative oversight functions of the House. As will be explained below, once this Court conducts a facial review of the subpoenas, it should enforce them under Article III, section 5, of the Florida

Constitution, and section 11.143 of the Florida Statutes.

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III. Following a Facial Review of the Legislative Subpoenas, This Court Must Order the Defendants to Comply.

A legislative subpoena that is properly issued is subject to enforcement by judicial order.

Section 11.143(4)(b) provides this remedy for committees whose investigations may continue when the House is not in session:

If a witness fails to respond to the lawful subpoena of any such committee at a time when the Legislature is not in session or, having responded, fails to answer all lawful inquiries or to turn over evidence that has been subpoenaed, such committee may file a complaint before any circuit court of the state setting up such failure on the part of the witness. On the filing of such complaint, the court shall take jurisdiction of the witness and the subject matter of the complaint and shall direct the witness to respond to all lawful questions and to produce all documentary evidence in the possession of the witness which is lawfully demanded. The failure of a witness to comply with such order of the court constitutes a direct and criminal contempt of court, and the court shall punish the witness accordingly.

This is the law that governs this case. PIEC issued its lawful subpoenas, the subjects have refused to comply, and PIEC is entitled to this Court's enforcement.

Because the legislative powers to investigate and issue subpoenas are broad, the judicial power to review the exercise of those powers is correspondingly limited. The Florida Constitution guards against encroachment by one branch of government onto the exclusive prerogative of another branch: "The powers of the state government shall be divided into legislative, executive and judicial branches. No person belonging to one branch shall exercise any powers appertaining to either of the other branches unless expressly provided herein." Art. II, § 3, Fla. Const. This means "no branch may encroach upon the powers of another." v. Florida Pub.

Employees Council 79, AFSCME, 784 So. 2d 404,408 (Fla. 2001) (quoting Chiles v. Children A,

B, C, D, E, & F, 589 So. 2d 260, 264 (Fla.1991)). This "'strict' separation of powers requirement ... applies just as vigorously to the judicial branch as it does to the other two branches

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of government." Citizens for Stronger Schools, Inc. v. Fla. State Bd. of Educ., Case No. 1D 16-

2862 (Fla. 1st DCA Dec. 13, 2017), slip op. at 15 - 16.

This separation of powers requirement in tum precludes this Court from doing anything but a facial review of the subpoenas to determine whether they appear to be within the broad scope of proper legislative inquiry. "It has long been recognized that a legislative body has the power to conduct investigations in order to obtain information on subjects of legislation. Implicit in the power to legislate is the authority to seek out and acquire needed information in the rightful exercise ofthat power. This may be done through duly constituted committees." Gibson, l 08 So.

2d at 73 7 ( emphasis supplied). "The theory of a Committee inquiry is that the Committee members are serving as the representatives of the Legislature in collecting information for a legislative purpose and are acting as the eyes and ears of the Legislature in obtaining facts upon which the full Legislature can act." Hagaman v. Andrews, 232 So. 2d 1, 8 (Fla. 1970). If "the legislative purpose is being served," then there is no further inquiry for the Court. Id.; see also Gibson, 108

So. 2d at 737 ("Once a valid legislative objective is established then the power of inquiry with effective process to obtain it is an essential concomitant of the legislative authority to act.").

The broad scope of the legislative powers, and the commensurate limited scope ofjudicial inquiry, leave only a narrow question for the Court in this case: Whether the legislative subpoenas on their face have so far exceeded the outer bounds of legislative power that they constitute an invasion of the executive or judicial function:

Self-discipline and the voters must be the ultimate reliance for discouraging or correcting such abuses. The courts should not go beyond the narrow confines of determining that a committee's inquiry may fairly be deemed within its province. To find that a committee's investigation has exceeded the bounds of legislative power it must be obvious that there was a usurpation of functions exclusively vested in the Judiciary or the Executive.

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Tenneyv. Brandhove, 341 U.S. 367, 377-78 (1951).

If the legislative subpoenas appear on their face to be within the outer bounds of legislative power, the Court's inquiry is at an end. Indeed, a legislative committee's intent behind its decision to issue subpoenas is part of the internal legislative process, "moving within its legislative domain," so inquiry into that intent is beyond the jurisdiction of this Court. See Barenblatt v.

United States, 360 U.S. at 111; see also United States v. Rumely, 345 U.S. 41, 46 (1953)

("Experience admonishes us to tread warily in this domain" and "strongly counsel[ s] abstention from adjudication unless no choice is left.").

Investigations, whether by standing or special committees, are an established part of representative government. Legislative committees have been charged with losing sight of their duty of disinterestedness. In times of political passion, dishonest or vindictive motives are readily attributed to legislative conduct and as readily believed. Courts are not the place for such controversies.

Tenney, 341 U.S. at 377-78 (notes omitted) (emphasis supplied); see also Florida Senate v.

Florida Pub. Employees Council 79, AFSCME, 784 So. 2d at 409 (noting that "Florida courts have full authority to review the final product of the legislative process, but they are without authority to review the internal workings of that body"); Moffitt v. Willis, 459 So. 2d 1018, 1022 (Fla. 1984)

(noting that proper place to raise objection to legislative internal procedures is the floor of the respective chamber and that circuit court lacked jurisdiction to inquire).

Here, PIEC possessed clear authority to issue subpoenas for documents related to public contracts. On their face, the PIEC subpoenas seek documents squarely within the committee's investigative purview, and that should suffice to end this case. See Hagaman, 232 So. 2d at 8

("Unquestionably, the Committee has the power and the authority to issue a subpoena duces tecum for the production before it of any books, papers, documents and records germane to the subject of its investigation. There is no evidence before the Court on which we can ground a determination

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that the subpoena duces tecum was too broad or that the papers and documents [were not] pertinent to the subject of inquiry.").

Simply put, the legislative subpoenas on their face have a rational nexus to public business and the expenditure of taxpayer funds. There is nothing to suggest that the subpoenas so exceeded the bounds of legislative power that this Court should do anything but enforce them. Suffice it to note that the Speaker's approval of the subpoenas constitutes sufficient evidence that the subpoenas advance a legally valid legislative investigation. See House Rules 2.2, 7.23, 16.1.

Facially, the subpoenas have a clear nexus with legislative oversight duties-indeed, they expressly reference the public contracts to which MAT Media was a party. This Court should enforce those subpoenas and compel production of the documents they demand.

IV. The Affirmative Defenses at Best Make Meritless Legal Arguments and Do Not Preclude Judgment in Favor of the Speaker.

The affirmative defenses of MAT Media and Mr. Roberts have no purchase here. The legal argument above squarely defeat the first two defenses. The subpoenas easily fall within the broad scope of legislative investigative powers. And there is nothing to the suggestion that there must be a House resolution instructing PIEC as to the scope of the investigation it may conduct. In fact, as the defendants admit, PIEC is a duly constituted standing committee of the Florida House, it has jurisdiction to exercise oversight in matters referred to it by the Speaker, and the Speaker referred the public contracts between MAT Media and VISIT FLORIDA for investigative oversight and to determine how those contracts are priced and how public dollars are used to implement those contracts. Complaint at 3 - 4, ,r 8; Answer at 2, ,r 8.

To the extent that MAT Media and Mr. Roberts rely on Johnston v. Gallen, 217 So. 2d 319

(Fla. 1969), the case is inapposite here. Unlike in that case, the House by resolution did establish

PIEC. See Fla. H.R. Jour. 7, 12 (Org. Sess. 2016); House Rule 7.l(a)(7). And this Court has no

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authority to go behind the Speaker's determination of "the subject matter jurisdiction of each committee or subcommittee" or of the "other oversight powers and responsibilities" he chooses to give to a particular standing committee. See House Rule 7.23(a), (c), (d); cf House Rule 2.2 ("The

Speaker shall interpret, apply, and enforce the Rules of the House."); Art. III, § 4(a), Fla. Const.

("Each house shall determine its rules of procedure.").

The third and fourth affirmative defenses are likewise of no legal merit. As to the third defense, the existence or nonexistence of "trade secrets" is of no consequence to whether the legislature may obtain the subpoenaed documents, and no case law says otherwise. Moreover,

MAT Media and Mr. Roberts fail to identify specific documents that might contain trade secret information, fail to identify any evidence that the House has threatened to release any such trade secret information, and fail to cite any law that would support the plaintiffs' wholesale refusal to comply with the subpoenas based on trade secrets. The law expressly cuts against the defendants' defense and directs production notwithstanding confidential information being included in the documents. See § I 1.0431(2)(a), Fla. Stat. (providing for exemption from public disclosure of legislative records containing confidential information); § 11.143(3)(b), Fla. Stat. (authorizing subpoenas duces tecum, even for documents that contain confidential information).

Finally, as to the fourth defense, aside from speculating about what "presumably" might be included within the scope of the subpoenas, the defendants offer nothing to the Court to explain how the subpoenas are unrelated to subjects within the legislative province. As noted above, the subpoenas exclusively and expressly seek only documents related to MAT Media's performance and payment under its public contracts with VISIT FLORIDA-this point is indisputable. And the subpoenas do not specifically seek Mr. Roberts's tax returns-only MAT Media's. The defendants may not unilaterally and arbitrarily expand the scope of the subpoenas and then object

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to them in their entirety because of what that expanded reading of the subpoenas might include.

Even taking this affirmative defense as true, MAT Media and Mr. Roberts still must produce all the documents covered by the plain text of the subpoenas-all of which relate to the MAT Media­

VISIT FLORIDA public contracts that call for the payment of taxpayer dollars for Emeril' s Florida television programming.

* * * The face of the pleadings demonstrate that the subpoenas fall squarely within the scope of legislative inquiry. Neither MAT Media nor Mr. Roberts asserts a cognizable legal basis for refusing to comply with the subpoenas. Section 11.143(4)(b ), then, commands that this Court take jurisdiction over both defendants and direct them "to produce all documentary evidence in [their] possession" covered by the lawful subpoenas.

WHEREFORE, the Speaker of the Florida House of Representatives, on behalf of the

House Public Integrity and Ethics Committee, prays that the Court enter judgment against the defendants on the pleadings and order their immediate compliance with the committee's legislative subpoenas pursuant to section 11.143(4)(b ), Florida Statutes.

[Signature block on next page.]

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Respectfully submitted,

Isl Adam S. Tanenbaum ADAMS. TANENBAUM (FBN 117498) General Counsel adam. [email protected] J. MICHAEL MAIDA (FBN 95055) Deputy General Counsel [email protected] DONALD J. RUBOTTOM (FBN 160271) StaffDirector Public Integrity and Ethics Committee [email protected]

FLORIDA HOUSE OF REPRESENTATIVES 418 The Capitol 402 South Monroe Street Tallahassee, Florida 32399-1300 Phone: (850) 717-5500

Counsel for the Speaker ofthe Florida House ofRepresentatives

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CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 22d day of December, 2017, a true copy of the foregoing motion was filed electronically with the Clerk of Court through the Florida Courts eFiling Portal, which shall serve a copy via email to the following counsel, constituting compliance with the service requirements ofFlorida Rule of Judicial Administration 2.5 l 6(b) and Florida Rule of Civil

Procedure 1.080(a):

R. TIMOTHY JANSEN, ESQUIRE MARK HERRON, ESQUIRE ADAM J. KOMISAR, ESQUIRE THOMAS M. FINDLEY, ESQUIRE [email protected] [email protected] [email protected] [email protected] JANSEN & DAVIS, P.A. MESSER CAPARELLO, P.A. 1206 North Duval Street Post Office Box 15579 Tallahassee, Florida 32303-6115 Tallahassee, Florida 32317 (850) 224-1440 (850) 222-0720

Isl Adam S. Tanenbaum ATTORNEY

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Filing# 65859876 E-Filed 12/28/2017 08:08:29 AM

IN THE cm.COIT COURT OF THE SECOND JUDICIAL cm.COIT, IN AND FOR LEON COUNTY, FLORIDA

Case No. 2017-CA-002284

MAT MEDIA, ILC, and CHARLES PAT ROBERTS,

Plaintiffs,

vs.

LARRYMEI"Z, Chairman, THOMASJ. LEEK., Vice Chairman, DAVID RICHARDSON, LARRY AHERN,JASON BRODEUR, , ROBERT CORTES, KIMBERLY DANIELS, ,JASON FISCHER.JULIO GONZALF.Z, AMY MERCADO, DANIEL PEREZ, KATHLEEN PEI'ERS, SHARON PRITCHEIT,JAKE RABURN. EMILY SI.OSBERG, and]ENNIFER MAE SUlllVAN, as and constituting the Public Integrity and Ethics Committee of the Florida House of Representatives, and RICHARD CORCORAN, in his official capacity as the Speaker of the Florida House of Representatives,

Defendants.

Case No. 2017-CA-002368

SPEAKER RICHARD CORCORAN ex rel. HOUSEPUBUC INTEGRITY AND ETHICS COMMITfEE,

Plaintiff,

vs.

MAT MEDIA, ILC and CHARLF.S "PAT" ROBERTS,

Defendants.

NOTICE OF RELATED CASES AND MOTION TO CONSOLIDATE

MAT MEDIA, I.LC, ("MAT MEDIA") and CHARLES "PAT" ROBERTS

("ROBERTS"), by and through undersigned counsel, file this Notice of Related Cases and Motion

Page 1 of4

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to Consolidate pursuant to Rule l.270(a), Florida Rules of Civil Procedure. In support thereof,

MAT MEDIA and ROBERTS state:

1. On November 2, 2017, MAT MEDIA and ROBERTS filed a "Complaint for

Declaratory Judgment, Injunctive and Supplemental Relief," seeking, among other things, a declaration that subpoenas issued to MAT MEDIA and ROBERTS by the Public Integrity and

Ethics Committee exceeded the powers granted by the State Constitution, the Rules of the F1orida

House of Representation, and the F1orida Statutes, to conduct investigations and an order quashing the subpoenas. As set forth above, this case is identified as Case No. 2017-CA-002284 and has been assigned to the Honorable Karen Gievers, CircuitJudge.

• On December 13, 2017, SPEAKER RICHARD CORCORAN on behalfofby the

Public Integrity and Ethics Committee filed a Motion to Dismiss for Lack of

Subject Matter Jurisdiction.

2. On November 15, 2017, SPEAKER RICHARD CORCORAN on behalfofbythe

Public Integrity and Ethics Committee sued MAT MEDIA and ROBERTS to enforce the subpoenas issued by the Committee and to compel production of the documents sought. As set forth above, this case is identified as Case No. 2017-CA-002368 and has been assigned to the

Honorable James 0. Shelfer, CircuitJudge.

• On December 6, 2017 MAT MEDIA AND ROBERTS filed an Answer and

Affirmative Defenses to the Legislative Complaint to Enforce Subpoena filed by

SPEAKER RICHARD CORCORAN on behalf of by the Public Integrity and

Ethics Committee.

• On December 22, 2017, SPEAKER RICHARD CORCORAN on behalfofby the

Public Integrity and Ethics Committee filed a Motion for Judgment on the

Pleadings.

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3. These separate actions, pending in the Circuit Court for the Second Judicial

Circuit, involve common questions of law and fact. Assignment of these related cases to one judge, and consolidation into one proceeding, will significantly promote the efficient administration of justice, conserve judicial resources, avoid inconsistent results, and prevent multiple court appearances by the same parties on the same issues.

4. Counsel for MAT MEDIA and ROBERTS has conferred with counsel for

SPEAKER RICHARD CORCORAN and the House Public Integrity and Ethics Committee about this Notice of Related Cases and Motion to Consolidate. Counsel for SPEAKER

RICHARD CORCORAN and the House Public Integrity and Ethics Committee opposes the

Motion to Consolidate these cases.

WHEREFORE, MAT MEDIA and ROBERTS respectfully request that the Court this

Court enter an order consolidating these cases.

Respectfully submitted this 28"' day of December, 2017, by:

s Jansen & Davis, P.A. R. Timothy Jansen Florida Bar No. 691208 Email: [email protected] Adam J. Komisar Florida Bar No. 8604 7 Email: [email protected] 1206 N Duval St Tallahassee, FL 32303-6115 Telephone: 850-224-1440 Facsimile: 850-224-0381

and

Messer Caparello, P.A. Mark Herron Florida Bar No. 199737 Email: [email protected]

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Post Office Box 15579 Tallahassee, FL 32317 Telephone (850) 222-0720 Facsimile: (850) 558-0659

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 28th day of December, 2017, a true and correct copy of the foregoing has been filed electronically with the Clerk of Court through the Florida Courts eFiling Portal, which shall serve a copy via email to the following counsel, constituting compliance with the service requirements of Florida Rule of Judicial Administration 2.516(b) and Florida Rule of Civil Procedure l .080(a):

Adam Tanenbaum Florida House of Representatives, General Counsel Office of General Counsel 418 The Capitol 402 South Monroe Street Tallahassee, FL 32399-6526 [email protected] [email protected] don.rubot:[email protected]

ls/Mark Herron Mark Herron

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Filing# 66052326 E-Filed 01/03/2018 03:23:31 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT, IN AND FOR LEON COUN'IY, FLORIDA

Case No. 2017-CA-002368

SPEAKER RICHARD CORCORAN exrel HOUSE PUBUC INTEGRITY AND ETHICS COMMITrEE,

Plaintiffs,

vs.

MAT MEDIA, LLC, and CHARLES "PAT" ROBERTS,

Defendants.

DEFENDANTS" MOTION FOR IN CAMERA REVIEW AND HEARING ON CLAIM THAT DOCUMENTS SUBPOENAED BY THE PUBUC INTEGRITY AND ETIIlCS COMMITI'EE CONSTITUTE TRADE SECRETS OR PROTECI'ED BY RIGHT TO PRIVACY

COMES NOW, Defendants, MAT Media, LLC, ("MAT Media") and Charles Pat

Roberts, ("Roberts") request that the Court conduct an in camera review and hearing on the

Defendants' claim that that the documents subpoenaed by the Public Integrity and Ethics

Committee of the Florida House of Representatives ("PIE Committee") constitute "trade secrets"

as defined in the "Uniform Trade Secrets Act."

MAT Media and Roberts assert that the PIE Committee and the Speaker of the Florida

House of Representatives have exceeded their authority under the Constitution of the State of

Florida, Rules of the Florida House of Representatives, and the Florida Statutes, in issuing

subpoenas seeking the requested documents from MAT Media and Roberts. In addition, MAT

Media and Roberts assert that many of the documents constitute "trade secrets" of MAT Media

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and Roberts. With respect to "trade secrets, the law is clear: Disclosure of "trade secrets" can cause irreparable harm and disclosure of "trade secrets" without determining whether the requested documents are "trade secrets" constitutes a departure from the essential requirements of law.

L Introduction

On November 2, 2017, MAT Media and Roberts filed a "Complaint for Declaratory

Judgment, Injunctive and Supplemental Relief," seeking, among other things, a declaration that subpoenas issued to MAT Media and Roberts by the Public Integrity and Ethics Committee exceeded the powers granted by the State Constitution, the Rules of the Florida House of

Representation, and the Florida Statutes, to conduct investigations and an order quashing the subpoenas. This case, identified as Case No. 2017-CA-002284, has been assigned to the

Honorable Karen Gievers, Circuitjudge. On December 13, 2017, Speaker Richard Corcoran on behalf of by the Public Integrity and Ethics Committee filed a Motion to Dismiss for Lack of

Subject Matter Jurisdiction.

On November 15, 2017, Speaker Richard Corcoran on behalf of by the Public Integrity and Ethics Committee sued MAT Media and Roberts to enforce the subpoenas issued by the

Committee and to compel production of the documents sought. As set forth above, this case is identified as Case No. 2017-CA-002368 and has been assigned to the Honorable James 0.

Shelfer, Circuit Judge. On December 6, 2017 MAT Media and Roberts filed an Answer and

Affirmative Defenses to the Legislative Complaint to Enforce Subpoena. On December 22, 2017,

Speaker Richard Corcoran on behalf of by the Public Integrity and Ethics Committee filed a

Motion for Judgment on the Pleadings.

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On December 28, 2017, MAT Media and Roberts filed a notice of related cases and motion to consolidate the cases referenced above. There has been no ruling on the motion to consolidate.

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II. Factual Dispute

Visit Florida is a nonprofit corporation established by Florida law to serve as a direct support organization of Enterprise Florida, Inc. ("Enterprise Florida'). Florida law requires that

Enterprise Florida contract with Visit Florida "to execute tourism promotion and marketing services, functions, and programs for the state."

In furtherance of its responsibility "to execute tourism promotion and marketing services, functions, and programs for the state," Visit Florida between 2012 and 2016 entered into a series of contracts with MAT Media by which MAT Media would create and produce video programming utilizing Florida-based content produced on location throughout Florida hosted by Emeril Lagasse

("Emeril's Florida"). The Emeril's Florida show would air on the Cooking Channel. The contracts also called for MAT Media to create and produce a number of ancillary products in support of the Emeril's Florida show. Plaintiffs understand that Defendants have copies of contracts between MAT Media and Visit Florida. Under the contracts, MAT Media "retains all ownership and copyright of the original television episodes, web videos, web articles, and photos."

All programming and ancillary products required under the aforementioned contracts between Visit Florida and MAT Media have been delivered and accepted by Visit Florida.

Neither party to those contracts have alleged that any of the contracts have been breached in any way.

On October 12, 2017, the General Counsel of the Florida House of Representatives appeared before the PIE Committee and indicated that the House of Representatives has been trying to get documents from MAT Media and Roberts and stated that "there have been informal and formal communications with Mr. Roberts and Mat Media in an effort to obtain the documents on an informal basis or voluntary basis. And Mr. Roberts has chosen not to take advantage of those opportunities."

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The General Counsel then stated that "in order to get those documents at this point, there would need to be, presumably, subpoenas issued to Mr. Roberts and Mat Media to obtain those documents." Further, the General Counsel stated: "[A]ny lawyer knows subpoenas are really matter of course. I mean, it's - they happen all the time. There's not -- it's not a negative. It's just a tool to obtain documents, information. That is a tool that's available to the House and to this

Committee."

The General Counsel went on to state the investigation fell under the "House's ongoing duty and role to understand how taxpayer dollars are spent" The information sought is not related to the spending of tax dollars, all information regarding how tax dollars were spent can be found in the contracts between MAT Media and Visit Florida which list dollar amounts paid by Visit

Florida and the specific deliverables MAT Media provided in exchange for each payment. The information sought contains the trade secret information of how MAT Media created/built the deliverables it contracted to provide to Visit Florida and how MAT Media chose to spend MAT

Media's money after successful completion of the contracts where neither party has alleged a breach.

The information sought has nothing to do ,..vith MAT Media's performance under the contracts. Rather, as explained by the House General Counsel, the House is seeking information on the costs incurred by MAT Media to produce the Emeril's Florida show as well as "contracts that Mat Media or Mr. Roberts would have engaged in separately in pursuance or in performance of the contract that Mat Media had with Visit Florida." Such documents presumably include any licensing agreements with respect to copyrighted materials which MAT Media owns pursuant to its contracts with Visit Florida.

At its meeting on October 12, 2017, the PIE Committee approved issuance of subpoenas duces tecum "to Mat Media, I.LC, and Charles Patrick Roberts, and any identified officers or

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principals thereof, and any identified related entities, compelling the production of any and all records related to Emeril's Florida, produced under contract with Visit Florida." The subpoenas were signed by Chairman of the PIE Committee and the Speaker. A copy of the subpoena issued to MAT Media is attached hereto as Exhibit "A" and a copy of the subpoena issued to Roberts is attached hereto as Exhibit "B".

The subpoenas issued to MAT Media and Roberts are substantially identical. Each requires production of the following documents on or before 10:00 a.m. on November 6, 2017, at the offices of the PIE Committee:

1. All contracts and agreements between MAT Media, lLC and Scripps Network Interactive related to Emeril's Florida for years 2012-2017.

2. All contracts between MAT Media, LLC and Cooking Channel related to Emeril's Florida for years 2012-2017.

3. All contracts between MAT Media, LLC and Food Network related to Emeril' s Florida for years 2012-2017.

4. All contracts between MAT Media, LLC and Martha Stewart Living Omni Media, Inc. related to Emeril's Florida for years 2012- 2017.

5. All contracts between MAT Media, LLC and MSLO Emeril's Acquisition, LLC related to Emeril's Florida for years 2012-2017.

6. All contracts between MAT Media, LLC and Emeril Lagasse related to Emeril's Florida for years 2012-2017.

7. All contracts between MAT Media, LLC and Emeril Brands related to Emeril' s Florida for years 2012-2017.

8. All contracts between MAT Media, LLC and the restaurants featured in Emeril's Florida for years 2012-2017.

9. All contracts between MAT Media, LLC and any other entity, including but not limited to contracts for advertising or sponsorship, regarding Emeril's Florida for years 2012-2017.

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10. All contracts between MAT Media, LLC and Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017.

11. All documents reflecting all rebates and incentives received from Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017.

12. All documents reflecting all tax re bates and incentives received related to the production and airing of Emeril's Florida for years 2012-2017.

13. All contracts between MAT Media, LLC and any Florida Convention and Visitor Bureau (CVB), Tourist Development Council (TDC), and/or Visit Florida Strategic Partners, including Busch Gardens, Disney, SeaWorld or Universal Studios, concerning co-op participation under contract with Visit Florida for years 2012-2017.

14. All necessary licenses, agreements, and consents obtained authorizing MAT Media, LLC to contract with Emeril Lagasse, Martha Stewart Living Omni Media and the Cooking Channel, along with all costs incurred as a result.

15. All documents reflecting all revenues received by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017, including but not limited to revenues received from the sale of media buys and/or revenues received from featured restaurants and resorts/hotels.

16.All documents reflecting all expenses incurred by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017.

17. All documents evincing performance required by contracts with Visit Florida related to Emeril's Florida including but not limited to receipts, invoices, bills, subcontracts, and media placement agreements.

18. All jomnals, ledgers, books and records concerning the production and airing ofEmeril's Florida for years 2012-2017.

19. Federal tax returns for MAT Media, LLC for 2012-2016.

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In addition, the subpoena issued to Roberts seeks production of documents relating to

"[a]ll income received by Charles Patrick Roberts in connection with the production and airing of

Emeril's F1orida for 2012-2017."

The documents sought by the PIE Committee subpoenas are not public records. They are private records of a corporate entity and a private individual.

The documents sought by the PIE Committee do not relate to performance of MAT

Media under contracts between MAT Media and Visit F1orida. Instead, they relate to contracts, agreements, and relationships that MAT Media or Roberts have with third parties which are not subject to production, review, or audit by Visit F1orida. In his presentation to the PIE Committee, the General Counsel of the House stated that there is a need for the subpoenaed documents in order to see "what happens on the vendor's side" of a contract with Visit F1orida, "how are the numbers developed," and "where does ... MAT Media come up with ... the dollar amounts it negotiates with Visit F1orida."

The PIE Committee subpoenas specify that if either MAT Media or Roberts "fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be in contempt of the House of Representatives and may be punished according to article Ill, section 5 of the F1orida Constitution, section 11.143 of the F1orida Statutes, and applicable Rules of the House of Representatives." This action was filed on November 3, 2017 requesting that this

Court quash the PIE Committee subpoenas.

On November 15, 2017, Richard Corcoran, Speaker of the Florida House of

Representatives, on behalf ofby the PIE Committee sued MAT Media and Roberts to enforce the subpoenas issued by the PIE Committee and to compel production of the documents sought. The action filed by the Speaker is identified as Case No. 2017-CA-002368 and has been assigned to the

Honorable James 0. Shelfer, CircuitJudge.

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ill. The PIE Committee Subpoenas Seek Protected Trade Secret Information

The documents enumerated in categories 1 through 19 of the PIE Committee subpoenas are "trade secrets" as defined in the "Uniform Trade Secrets Act." Section 688.002(4), Florida

Statutes, defines a "trade secret'' as follows:

"Trade secret" means information, including a formula, pattern, compilation, program, device, method, technique, or process that:

(a) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and

(b) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

MAT Media and Roberts have invested substantial time, effort and expense in creating confidential business information and trade secrets, including vendor information, pricing information, market research, and business analysis which were used to procure and satisfy the

Visit Florida contracts.

MAT Media and Roberts have taken all necessary steps to maintain the confidentiality of the materials requested in the subpoenas.

The confidential information and trade secrets possessed and maintained by MAT Media and Roberts are not generally known in the industry or outside of MAT Media, and could not be learned by others, if at all, without considerable time, effort and expense.

If this confidential information were to be disclosed, MAT Media's competitive position would be harmed and competitors would be able to take advantage of many years' worth of valuable accumulated knowledge. Disclosure of such information would give MAT Media's competitors an unfair competitive advantage.

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Disclosure of this information has no relevancy or pertinency to whether MAT Media or

Roberts satisfactorily performed their contractual obligations under the contracts with Visit F1orida to produce the Emeril's F1orida programming. The information sought has nothing to do with

MAT Media's performance of its contracts with Visit F1orida.

IV. Legal Analysis

The PIE Committee subpoenas are asserted to be issued pursuant to the Legislature's power to conduct investigations. Article II, Section 5 of the State Constitution, provides as follows:

SECTION 5. Investigations; witnesses.-Each house, when in session, may compel attendance of witnesses and production of documents and other evidence upon any matter under investigation before it or any of its committees, and may punish by fine not exceeding one thousand dollars or imprisonment not exceeding ninety days, or both, any person not a member who has been guilty of disorderly or contemptuous conduct in its presence or has refused to obey its lawful summons or to answer lawful questions. Such powers, except the power to punish, may be conferred by law upon committees when the legislature is not in session. Punishment of contempt of an interim legislative committee shall be by judicial proceedings as prescribed by law.

This constitutional provision has been implemented through Rules of the Florida House of

Representatives and F1orida Statutes. See Rule 16.1, Rules of the F1orida House of

Representatives, and Section 11.143, F1orida Statues.

While the power to investigate is broad and related to the power to legislate, the

Legislature's power to investigate is not unbridled. In exercising the power to investigate,

"[m)oderation, restraint and caution should be the rule in exercising it. If not circumscribed by reasonable limitations, it is one which could lead to abuses with attendant encroachments on individual liberties." Gibson v. Honda Legislative Investigation Committee, 108 So. 2d 729, 737

(F1a. 1959). "It ... should never be used to 'hunt witches."' Johnston v. Gallen, 217 So. 316, 321

(F1a. 1969). Stated another way:

Page 10 of 14

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

vVe cannot simply assume, however, that every legislative investigation is justified by a public need that overbalances any private rights affected. To do so would be to abrogate the responsibility placed by the Constitution upon the Judiciary to insure that the Legislature does not unjustifiably encroach upon an individual's right to privacy nor abridge his liberty, his speech, or assembly, nor engage upon unwarranted witch hunts.

Hagaman v. Andrews, 232 So. 2d 1, 7-8 (Fla. 1971).

In defining the scope of the legislative power to investigate in the Gibson case, the Florida

Supreme Comt referred to the decision of the Supreme Court of the United States in Watkins v.

Umi:ed States, 354 U.S. 178 (1957). In Walkms, the Court stated:

The power of the Congress to conduct investigations is inherent in the legislative process. That power is broad. It encompasses inquiries concerning the administration of existing laws as well as proposed or possibly needed statutes. It includes surveys of defects in our social, economic or political system for the purpose of enabling the Congress to remedy them. It comprehends probes into departments of the Federal Government to expose corruption, inefficiency or waste. But, broad as is this power of inquiry, it is not unlimited. There is no general authority to expose the private affairs of individuals without justification in terms of the functions of the Congress .... Nor is the Congress a law enforcement or trial agency. These are functions of the executive and judicial departments of government. No inquiry is an end in itself; it must be related to, and in furtherance of, a legitimate task of the Congress. Investigations conducted solely for the personal aggrandizement of the investigators or to 'punish' those investigated are indefensible.

Id at 186. Moreover, there is "no congressional power to expose for sake of exposure. The public is, of entitled to be informed concerning the workings of its government. That cannot be inflated into a general power to expose where the predominant result can only be an invasion of the private rights of individuals." Id. at 200.

The First District Court of Appeal has held that a seller's contracts, reports, and communications with and from its suppliers and other vendors constitute "trade secrets." JaII1es,

Page 11 of 14

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Hoyer, Newcomer, Smifjanich, & Yan.chums, P.A. v. Rodale, Inc., 41 So. 3d 386 (Fla. 1st DCA

2010). This is precisely the information sought by the PIE Committee subpoenas.

When "trade secret'' is asserted as the basis of resisting production, the trial court must determine whether the requested production constitutes a trade secret; and the trial court must conduct an in camera review of requested production to determine whether it constitutes a trade secret. See Uniroyal Goodnch Tire Company v. Eddings, 673 So. 2d 131 (Fla. 4th DCA 1996). In

Salick Health Care, Inc. v. Spun.berg, 722 So. 2d 944, 946 (Fla. 4th DCA 1998), the Court held that the trial court departed from essential requirements of law when it compelled production of documents alleged to be proprietary and confidential trade secret information without first conducting an in camera hearing and inspection and failing to make specific findings concerning the trade secret objections.

In addition to seeking "trade secrets," the PIE Committee subpoenas seek to compel disclosure of information from Roberts which violate Roberts' right to privacy guaranteed by

Article II, Section 23 of the State Constitution:

SECTION 23. Right of privacy. - Every natural person has the right to be let alone and free from governmental intrusion into the person's private life except as otherwise provided herein. This section shall not be construed to limit the public's right of access to public records and meetings as provided by law.

V. Conclusion

Based on the Plaintiffs' claims of "trade secret" and of a "right to privacy" in objecting to the legislative subpoenas, and the applicable law requiring the trial court to conduct an in camera review of requested production to determine whether it constitutes a trade secret, Plaintiffs request that the Court conduct an in camera review and hearing on the Plaintiffs' claim that that the documents subpoenaed by the PIE Committee constitute "trade secrets" as defined in the

Page 12 of 14

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

"Uniform Trade Secrets Act" or are subject to protection under Florida's right to pnvacy guaranteed by Article II, Section 23 of the State Constitution.

Respectfully submitted this 3'd day ofJanuary, 2018, by:

s Jansen & Davis, P.A. R. Timothy Jansen Florida Bar No. 691208 Email: [email protected] Adam J. Komisar Florida Bar No. 8604 7 Email: [email protected] 1206 N Duval St Tallahassee, FL 32303-6115 Telephone: 850-224-1440 Facsimile: 850-224-0381

and

Messer Caparello, P.A. Mark Herron Florida Bar No. 199737 Email: [email protected] Post Office Box 15579 Tallahassee, FL 32317 Telephone (850) 222-0720 Facsimile: (850) 558-0659

Attorneys for Plamtifls

Certificate of Service

I HEREBY CERTIFY that on this 3rd day ofJanuary, 2018, a true and correct copy of the foregoing has been filed electronically with the Clerk of Court through the Florida Courts eFiling Portal, which shall serve a copy via email to the following counsel, constituting compliance with the service requirements of Florida Rule ofJudicial Administration 2.516(b) and Florida Rule of Civil Procedure l .080(a):

Adam Tanenbaum Florida House of Representatives, General Counsel Office of General Counsel 418 The Capitol 402 South Monroe Street

Page 13 of 14

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Tallahassee, FL 32399-6526 [email protected] [email protected] [email protected]

1.51 Mark Herron Mark Herron

Page 14 of 14

2487

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

THE FLORIDA HOUSE OF REPRESENTATIVES ~ijliJ@~

THE STATE OF FLORIDA: TO: MAT Media, LLC, c/o Charles Pat Roberts, Registered Agent and Managing Member, 201 S. Monroe Street, Ste. 201, Tallahassee, FL 32301

YOU ARE COMMANDED to appear at the Florida House of Representatives, House Office Building, 402 S. Monroe Street, Suite 402, Tallahassee, FL 32399 on November 6, 2017 at 10:00 a.m. and to have with you at that time and place the records listed on the attached Exhibit "A"

These records will be inspected and may be copied at that time. You will not be required to surrender the original items. You may comply with this subpoena by providing legible copies of the items to be produced to the Committee Chairman whose name appears on this subpoena on or before the scheduled date of production. You may mail or deliver the copies to the Committee Chairman whose name appears on this subpoena and thereby eliminate your appearance at the time and place specified above. THIS WILL NOT BE A DEPOSITION. NO TESTIMONY WILL BE TAKEN.

If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be in contempt of the House of Representatives and may be punished according to article 111, section 5 of the Florida Constitution, section 11.143 of the Florida Statutes, and applicable Rules of the House of Representatives.

You are subpoenaed to appear by the following Committee Chairman, and unless excused from this subpoena by the Chairman or the Speaker of the House, you shall respond to this subpoena as directed. If you have any questions regarding this subpoena you should contact Don Rubottom, Staff Director, at (850) 717-4881.

Dated at Tallahassee this / A~ay of October, 2017. At request of:

Representative Larry Metz Chair- Public Integrity & Ethics Committee

To the Sheriffs of the State of Florida or other person(s) authorized by law to serve civil process in this state or in any other state, you are hereby commanded to serve and return this subpoena according to law.

Issued at Tallahassee this &_~ay of October, 2017. ATTEST: ~~==>- PoaPa1mer:Clerk chard Corcoran, Speaker The Florida House of Representatives

EXHIBIT A

2488

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Exhibit "A"

1. All contracts and agreements between MAT Media, LLC and Scripps Network Interactive related to Emeril's Florida for years 2012-2017. 2. All contracts between MAT Media, LLC and Cooking Channel related to Emeril's Florida for years 2012-2017. 3. All contracts between MAT Media, LLC and Food Network related to Emeril's Florida for years 2012-2017. 4. All contracts between MAT Media, LLC and Martha Stewart Living Omni Media, Inc. related to Emeril's Florida for years 2012-2017. 5. All contracts between MAT Media, LLC and MSLO Emeril's Acquisition, LLC related to Emeril's Florida for years 2012-2017. 6. All contracts between MAT Media, LLC and Emeril Lagasse related to Emeril's Florida for years 2012-2017. 7. All contracts between MAT Media, LLC and Emeril Brands related to Emeril's Florida for years 2012-2017. 8. All contracts between MAT Media, LLC and the restaurants featured in Emeril's Florida for years 2012-2017. 9. All contracts between MAT Media, LLC and any other entity, including but not limited to contracts for advertising or sponsorship, regarding Emeril's Florida for years 2012-2017. 10. All contracts between MAT Media, LLC and Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 11. All documents reflecting all rebates and incentives received from Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 12. All documents reflecting all tax rebates and incentives received related to the production and airing of Emeril's Florida for years 2012-2017. 13.AII contracts between MAT Media, LLC and any Florida Convention and Visitor Bureau (CVB), Tourist Development Council (TDC), and/or Visit Florida Strategic Partners, including Busch Gardens, Disney, SeaWorld or Universal Studios, concerning co-op participation under contract with Visit Florida for years 2012-2017. 14.AII necessary licenses, agreements, and consents obtained authorizing MAT Media, LLC to contract with Emeril Lagasse, Martha Stewart Living Omni Media and the Cooking Channel, along with all costs incurred as a result. 15.All documents reflecting all revenues received by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017, including but not limited to revenues received from the sale of media buys and/or revenues received from featured restaurants and resorts/hotels. 16.All documents reflecting all expenses incurred by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017. 17.AII documents evincing performance required by contracts with Visit Florida related to Emeril's Florida including but not limlted to receipts, invoices, bills, subcontracts, and media placement agreements. 18.AII journals, ledgers, books and records concerning the production and airing of Emeril's Florida for years 2012-2017.

2489

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

19. Federal tax returns for MAT Media, LLC for 2012-2016.

2490

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

THE FLORIDA HOUSE OF REPRESENTATIVES ~m,s~®Cf§!~ j]Bm qr;QE~ trr:Qf (;W:JRll

THE STATE OF FLORIDA: TO: Charles Pat Roberts, 201 S. Monroe Street, Ste. 201, Tallahassee, FL 32301

YOU ARE COMMANDED to appear at the Florida House of Representatives, House Office Building, 402 S. Monroe Street, Suite 402, Tallahassee, FL 32399 on November 6, 2017 at 10:00 a.m. at 10:00 a.m. and to have with you at that time and place the records listed on the attached Exhibit "A.p

These records will be inspected and may be copied at that time. You will not be required to surrender the original items. You may comply with this subpoena by providing legible copies of the items to be produced to the Committee Chairman whose name appears on this subpoena on or before the scheduled date of production. You may mail or deliver the copies to the Committee Chairman whose name appears on this subpoena and thereby eliminate your appearance at the time and place specified above. THIS WILL NOT BE A DEPOSITION. NO TESTIMONY WILL BE TAKEN.

If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be in contempt of the House of Representatives and may be punished according to article 111, section 5 of the Florida Constitution, section 11.143 of the Florida Statutes, and applicable Rules of the House of Representatives.

You are subpoenaed to appear by the following Committee Chairman, and unless excused from this subpoena by the Chairman or the Speaker of the House, you shall respond to this subpoena as directed. If you have any questions regarding this subpoena you should contact Don Rubottom, Staff Director, at (850) 717-4881.

Dated at Tallahassee this /~Dl-day of October, 2017. At request of:

Representative Larry Metz Chair- Public Integrity & Ethics Committee

To the Sheriffs of the State of Florida or other person(s) authorized by law to serve civil process in this state or in any other state, you are hereby commanded to serve and return this subpoena according to law.

Issued at Tallahassee this ~;y of October, 2017.

~~Portia Palmer, Clerk

EXHIBITB

2491

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Exhibit "A"

1. All contracts and agreements between MAT Media, LLC and Scripps Network Interactive related to Emeril's Florida for years 2012-2017. 2. All contracts between MAT Media, LLC and Cooking Channel related to Emeril's Florida for years 2012-2017. 3. All contracts between MAT Media, LLC and Food Network related to Emeril's Florida for years 2012-2017. 4. All contracts between MAT Media, LLC and Martha Stewart Living Omni Media, Inc. related to Emeril's Florida for years 2012-2017. 5. All contracts between MAT Media, LLC and MSLO Emeril's Acquisition, LLC related to Emeril's Florida for years 2012-2017. 6. All contracts between MAT Media, LLC and Emeril Lagasse related to Emeril's Florida for years 2012-2017. 7. All contracts between MAT Media, LLC and Emeril Brands related to Emeril's Florida for years 2012-2017. 8. All contracts between MAT Media, LLC and the restaurants featured in Emeril's Florida for years 2012-2017. 9. All contracts between MAT Media, LLC and any other entity, including but not limited to contracts for advertising or sponsorship, regarding Emeril's Florida for years 2012-2017. 10.All contracts between MAT Media, LLC and Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 11.AII documents reflecting all rebates and incentives received from Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 12.AII documents reflecting all tax rebates and incentives received related to the production and airing of Emeril's Florida for years 2012-2017. 13.AII contracts between MAT Media, LLC and any Florida Convention and Visitor Bureau (CVB), Tourist Development Council (TDC), and/or Visit Florida Strategic Partners, including Busch Gardens, Disney, SeaWorld or Universal Studios, concerning co-op participation under contract with Visit Florida for years 2012-2017. 14.AII necessary licenses, agreements, and consents obtained authorizing MAT Media, LLC to contract with Emeril Lagasse, Martha Stewart Living Omni Media and the Cooking Channel, along with all costs incurred as a result. 15.AII documents reflecting all revenues received by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017, including but not limited to revenues received from the sale of media buys and/or revenues received from featured restaurants and resorts/hotels. 16.AII documents reflecting all expenses incurred by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017. 17. All documents evincing performance required by contracts with Visit Florida related to Emeril's Florida including but not limited to receipts, invoices, bills, subcontracts, and media placement agreements. 18.AII journals, ledgers, books and records concerning the production and airing of Emeril's Florida for years 2012-2017.

2492

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

19. Federal tax returns for MAT Media, LLC for 2012-2016. 20.AII income received by Charles Patrick Roberts in connection with the production and airing of Emeril's Florida for 2012-2017.

2493

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 66316747 E-Filed 01/09/2018 04:04:10 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA CIRCUIT CNIL DNISION

SPEAKER RICHARD CORCORAN ex rel. HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

Plaintiff,

v. Case No. 2017 CA 002368

MAT MEDIA, LLC and CHARLES "PAT" ROBERTS,

Defendants. ------~/ SPEAKER'S OPPOSITION TO MOTION TO CONSOLIDATE

The Speaker of the Florida House of Representatives opposes MAT Media and Pat

Roberts' motion to consolidate the above-captioned actions because consolidation is unnecessary.

At the heart of both cases are legislative subpoenas duly issued pursuant to Article III, section 5

of the Florida Constitution and section 11.143(3)(b), Florida Statutes. In both cases, MAT Media

and Mr. Roberts refuse to comply with the subpoenas. There are no fact disputes, there will be no

trial, and there is no risk of duplication of efforts if the Court just takes up the motion for judgment

on the pleadings that the Speaker filed in this case.

As the House argues in its motion to dismiss filed in the other case-Case No. 2017 CA

2284-MAT Media and Mr. Roberts fail to provide any basis for subject matter jurisdiction over

their suit affirmatively challenging the legislative subpoenas. By contrast, there is ample

constitutional and statutory support for the legislative enforcement action filed here. And MAT

Media and Mr. Roberts replicate practically their entire suit from Case No. 2017 CA 2284 in this

case as defenses to the Speaker's complaint.

2494

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

When this Court hears the Speaker's motion for judgment and enforcement on Thursday,

January 11, 2018, it necessarily will consider legal assertions identical to those made by MAT

Media and Mr. Roberts in the other case. If the Court grants the motion, the ensuing judgment and order would be res judicata in Case No. 2017 CA 2284 and terminate that action. There is nothing that counsels in favor of consolidation at this point. Indeed, time is of the essence since the House just convened for its regular session, which will last a mere 60 days, and consolidation will only delay a substantive ruling.

The decision whether to consolidate is within a trial court's discretion. See Friedman v.

DeSota Park N Condo. Ass 'n, 678 So. 2d 391, 392 (Fla. 4th DCA 1996). It must consider the following factors: "(1) whether the trial process will be accelerated due to the consolidation; (2) whether unnecessary costs and delays can be avoided by consolidation; (3) whether there is the possibility for inconsistent verdicts; (4) whether consolidation would eliminate duplicative trials that involve substantially the same core of operative facts and questions of law; and (5) whether consolidation would deprive a party of a substantive right." State Fann Florida Ins. Co. v.

Bonham, 886 So. 2d 1072, 1074 (Fla. 5th DCA 2004).

The enforcement of legislative subpoenas here is purely a legal matter, so consolidation will actually cause delay; it will not accelerate either matter or reduce costs. Also, because there will be no trial, there is no risk of duplication or contradictory verdicts. Finally, consolidation will deprive the Speaker and the House Public Integrity and Ethics Committee of the substantive right to a prompt hearing and speedy enforcement of the legislative subpoenas so that the committee may proceed with its legislative business before the close of the regular session.

The motion to consolidate should be denied.

[Signature block on next page.]

2

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Respectfully submitted,

Isl Adam S. Tanenbaum ADAMS. TANENBAUM (FBN 117498) General Counsel adam. [email protected] J. MICHAEL MAIDA (FBN 95055) Deputy General Counsel [email protected] DONALD J. RUBOTTOM (FBN 160271) StaffDirector Public Integrity and Ethics Committee [email protected]

FLORIDA HOUSE OF REPRESENTATIVES 418 The Capitol 402 South Monroe Street Tallahassee, Florida 32399-1300 Phone: (850) 717-5500

Counsel for the Speaker ofthe Florida House ofRepresentatives

3

2496

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this ninth day of January, 2018, a true copy of the foregoing response was filed electronically with the Clerk of Court through the Florida Courts eFiling Portal, which shall serve a copy via email to the following counsel, constituting compliance with the service requirements of Florida Rule of Judicial Administration 2.5 l 6(b) and Florida Rule of Civil

Procedure 1.080(a):

R. TIMOTHY JANSEN, ESQUIRE MARK HERRON, ESQUIRE ADAM J. KOMISAR, ESQUIRE THOMAS M. FINDLEY, ESQUIRE [email protected] ROBERT J. TELFER III, ESQUIRE [email protected] [email protected] JANSEN & DAVIS, P.A. [email protected] 1206 North Duval Street [email protected] Tallahassee, Florida 32303-6115 MESSER CAPARELLO, P.A. (850) 224-1440 Post Office Box 15579 Tallahassee, Florida 32317 (850) 222-0720

Isl Adam S. Tanenbaum ATTORNEY

4

2497

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Filing# 66325127 E-Filed 01/09/2018 05:06:23 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA CIRCUIT CNIL DNISION

SPEAKER RICHARD CORCORAN ex rel. HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

Plaintiff,

v. Case No. 2017 CA 002368

MAT MEDIA, LLC and CHARLES "PAT" ROBERTS,

Defendants. ------~/ NOTICE OF SUPPLEMENTAL AUTHORITY

The Speaker submits Seta Corp. of Boca, Inc. v. Fla. Dept. of Legal Affairs, 756 So. 2d

1093 (Fla. 4th DCA 2000), as supplemental authority in support of his motion for judgment on the

pleadings. For the Court's convenience, the case is attached.

Seta Corp. is relevant to this Court's determination that the defendants' "trade secret"

defense is unavailing. In that case, the district court affirmed an order requiring a mail order

business to produce financial and trade secret information to the State of Florida in response to a

litigation request. The court noted "[i]t is significant in this case that it is the State of Florida, not

a competitor, who is seeking this information." Seta Corp., 756 So. 2d at 1094.

[Signature block on next page.]

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Respectfully submitted,

Isl Adam S. Tanenbaum ADAMS. TANENBAUM (FBN 117498) General Counsel adam. [email protected] J. MICHAEL MAIDA (FBN 95055) Deputy General Counsel [email protected] DONALD J. RUBOTTOM (FBN 160271) StaffDirector Public Integrity and Ethics Committee [email protected]

FLORIDA HOUSE OF REPRESENTATIVES 418 The Capitol 402 South Monroe Street Tallahassee, Florida 32399-1300 Phone: (850) 717-5500

Counsel for the Speaker ofthe Florida House ofRepresentatives

2499

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this ninth day of January, 2018, a true copy of the foregoing notice and attached case was filed electronically with the Clerk of Court through the Florida Courts eFiling Portal, which shall serve a copy via email to the following counsel, constituting compliance with the service requirements ofFlorida Rule of Judicial Administration 2.5 l 6(b) and Florida Rule of Civil Procedure 1.080(a):

R. TIMOTHY JANSEN, ESQUIRE MARK HERRON, ESQUIRE ADAM J. KOMISAR, ESQUIRE THOMAS M. FINDLEY, ESQUIRE [email protected] ROBERT J. TELFER III, ESQUIRE [email protected] [email protected] JANSEN & DAVIS, P.A. [email protected] 1206 North Duval Street [email protected] Tallahassee, Florida 32303-6115 MESSER CAPARELLO, P.A. (850) 224-1440 Post Office Box 15579 Tallahassee, Florida 32317 (850) 222-0720

Isl Adam S. Tanenbaum ATTORNEY

2500

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

EXHIBIT

2501

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Seta Corp. of Boca, Inc. v. Office of Atty. Gen., Dept. of... , 756 So.2d 1093 (2000} 25 Fla. L. Weekly D1079

[21 Privileged Communications and 756 80.2d 1093 Confidentiality District Court of Appeal of Florida, ~ Trade secrets;commercial information Fourth District. State could, in deceptive trade practices SETA CORPORATION OF BOCA, INC., Petitioner, action, require business to produce financial v. and trade secret information, as state was not competitor, and sufficient steps were taken to OFFICE OF the ATTORNEY GENERAL, ensure that information was not disclosed to DEPARTMENT OF LEGAL AFFAIRS, competitors. STATE OF FLORIDA, Respondent. Cases that cite this headnote No. 4D99-4052. I May 3, 2000.

Synopsis Attorneys and Law Firms Attorney general brought action alleging that mail order *1094 Keith A. Goldbaum of Friedman, Rosenwasser & business's sweepstakes mailings were false, deceptive, Goldbaum, P.A., Boca Raton, and Howard D. DuBosar or misleading. The Fifteenth Judicial Circuit Court, and L. Rachel Dolnick of Greenberg Traurig, P.A., Boca Palm Beach County, Catherine M. Brunson, J., ordered Raton, for petitioner. business to produce records, and business petitioned for writ of certiorari seeking to quash order. The District Robert A. Butterworth, Attorney General, Tallahassee, Court of Appeal, Klein, J., held that: (1) state could and Frank J. Ingrassia, Assistant Attorney General, Fort not require business to produce personnel records in Lauderdale, for respondent. their entirety, but (2) state could require business to produce records containing trade secrets and financial Opinion information. KLEIN,J. Petition granted in part, and denied in part. Petitioner seeks a writ of certiorari quashing an order requiring petitioner to produce information which petitioner alleges contains personnel files, trade secrets, West Headnotes (2) and financial information. We grant the writ, but only as to the personnel files.

Ill Pretrial Procedure Petitioner is a mail order business which uses what ~ Employment records it describes as "sweepstake mailings" to advertise and Privileged Communications and promote products. The state filed this action against Confidentiality petitioner alleging that these mailings are false, deceptive, ~ Employment relationships;personnel or misleading. records State could not, in deceptive trade practices [11 In CAC---Ramsay Health Plans, Inc. v. Johnson, 641 action, require wholesale production of So.2d 434, 435 (Fla. 3d DCA 1994), the third district business's personnel files, as files contained explained: confidential information of employees unrelated to pending case. It is error for the trial court to order the wholesale disclosure of personnel files containing confidential 5 Cases that cite this headnote information of employees not related to the pending case. "Production of those documents implicates privacy rights of persons not aware of the intrusion,

2502

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Seta Corp. of Boca, Inc. v. Office of Atty. Gen., Dept. of... , 756 So.2d 1093 (2000} 25 Fla. L. Weekly D1079

and not connected in any way to the transaction at issue." Federal Deposit Ins. Corp. v. Balkany, 564 So.2d 580, 581 (Fla. 3d DCA 1990). The personnel *** files in question contain a wide array of nonparty employees' information, including "confidential and The purpose of the privilege is to prohibit a party sensitive information about each of[CAC's] employees, from using the duty of a witness to testify as a method such as social security numbers, home addresses, of obtaining a valuable trade secret when the lack of telephone numbers, background investigations, drug disclosure will not jeopardize more important interests. test results, counseling reports, evaluations .... " We also observed that courts can order disclosure of trade secrets so long as protections are taken to see that We agree with the above reasoning and, as the third they are not disclosed to competitors. See also Freedom district did, find that the trial court departed from the Newspapers, Inc. v. Egly, 507 So.2d 1180, 1184 (Fla. 2d essential requirements of law in requiring the production DCA 1987)(production of trade secret information not of the personnel files in toto. as likely to be abused where party seeking information is not a competitor and has "no real interests in the [21 We deny the writ insofar as the financial and trade business techniques."). secret information is concerned. It is significant in this case Because petitioner has not demonstrated irreparable that it is the State of Florida, not a competitor, who is damage arising from the production of the financial seeking this information. The trial court wisely provided information and trade secret information under the facts in the order requiring production that the state could in this case, we deny the petition as to that information, not produce any of the information it receives pursuant but grant it as to the personnel files. to a request under the public records law without giving petitioner ten days notice to seek a court order. WARNER, C.J., and STONE, J., concur. In Ji'ortune Personnel Agency ofFt. Lauderdale, Inc. v. Sun Tech, Inc., of South Florida, 423 So.2d 545, 546 n. 6 (Fla. All Citations 4th DCA 1982), we noted: 756 So.2d 1093, 25 Fla. L. Weekly Dl079 The issue of trade-secret privilege usually arises when a litigant seeks to compel disclosure of secret information which is commercially valuable to his opponent.

End of Document @2018 Thomson Reuters. No claim lo original U.S. Government Works.

2

2503

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 66390780 E-Filed 01/10/2018 06:00:33 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT, IN AND FOR LEON COUNTY, FLORIDA

Case No. 2017-CA-002368

SPEAKER RICHARD CORCORAN ex rel. HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

Plaintiff,

vs.

MAT MEDIA, LLC and CHARLES "PAT" ROBERTS,

Defendants.

RESPONSE TO SUPPLEMENTAL AUTHORITY

Defendants, MAT MEDIA, LLC, and CHARLES "PAT" ROBERTS ("ROBERTS"),

by and through undersigned counsel, hereby respond to the Speaker's January 9, 2018

Notice of Supplemental Authority, and in support state.

Seta Corp. of Boca, Inc. v. Fla. Dept. of Legal Affairs

1. The Speaker's Motion for Judgement on the Pleadings asserts that there are

no material facts in dispute which prevent the Court from disposing of the case as a

matter of law, this assertion is incorrect and contradicted by the Speaker's own

supplemental authority.

2. The Speaker is correct that Seta Corp. noted a distinction between the State

of Florida and a private competitor seeking the disclosure of trade secret information, but

the Speaker's filing ignores that the State in Seta Corp. was offering the Defendant a

Page 1 of8

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

significant protective order to prevent disclosure of trade secrets and the Court ruled based on that factual finding.

4. "Because petitioner has not demonstrated irreparable damage arising from the production of the financial information and trade secret information under the facts in this case, we deny the petition as to that information, but grant it as to the personnel files." Seta Corp. of Boca, Inc. v. Office of Atty. Gen., Dept. of Legal Affairs, State of Fla.,

756 So. 2d 1093, 1094 (Fla. 4th DCA 2000) (emphasis added).

3. "It is significant in this case that it is the State of Florida, not a competitor, who is seeking this information. The trial court wisely provided in the order requiring production that the state could not produce any of the information it receives pursuant to a request under the public records law without giving petitioner ten days notice to seek a court order." Id.

4. "We also observed that courts can order disclosure of trade secrets so long as protections are taken to see that they are not disclosed to competitors." Id. (emphasis added)

5. On their face the subpoenas in the case at bar offer no protections against disclosure of trade secrets and the Defendants assert the Speaker has offered none. This is a factual issue on which the Court should receive evidence and clearly distinguishes this case from Seta Corp.

6. Beyond failing to offer any protections against disclosure of trade secrets, the Speaker has taken the position that once he obtains the Defendants' trade secrets via

Page 2 of8

2505

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

subpoena he and his staff are free to publicly disclose them with impunity. This is a factual issue distinct from Seta Corp. about which the Court should receive evidence.

7. In a previous case, the Speaker asserted: "A legislator or legislative staff publicly discussing information and documents relating to the expenditure of public funds while at a committee meeting or while the Legislature is in session also is an essential part of the legislative process. In turn, legislators and legislative staff have legislative immunity from civil liability relating to these and other legislative functions."

See ,r23 Complaint, Corcoran v. PDR Productions, Inc., Case No. 2016 CA 002718 (Fla. 2d

Cir. Leon County Dec. 13, 2016).

Article II, Section 23 Right to Privacy vs. Section 11.143(3)(b)

8. The Florida Constitution does not provide the Legislature with the authority to subpoena confidential documents. The Constitution provides that "Each house, when in session, may compel attendance of witnesses and production of documents and other evidence upon any matter under investigation before it or any of its committees" Art. III, § 5, Fla. Const.

9. In 1968 when the current Article III, Section 5, Fla. Constitution was converted into statutory law, Section 11.143(3)(b) Florida Statutes it did not include the authority to subpoena confidential documents. It was not until 1996 that the Legislature amended Section 11.143(3)(b) and inserted the words "including confidential information." (Laws 1996, c. 96-318, § 12, eff. Oct. 1, 1996).

10. In 1980, Florida's unique and powerful right to privacy was set forth in

Article II, Section 23 of the State Constitution:

Page 3 of8

2506

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

SECTION 23. Right of privacy. - Every natural person has the right to be let alone and free from governmental intrusion into the person's private life except as otherwise provided herein. This section shall not be construed to limit the public's right of access to public records and meetings as provided bylaw.

11. Section 23 was added to the Florida Constitution to provide a state right of privacy, requiring the state to justify the reasonableness of intrusions upon personal privacy. This right is subordinate to conflicting provisions of the Florida Constitution through its clause" ... except as otherwise provided herein." Art. I, § 23, Fla. Const.

12. While the Constitutional Right of Privacy may be subordinate to other parts of the Constitution, it is not subordinate to statutes, specifically the 1996 insertion of

"including confidential information" into Section 11.143(3)(b).

13. In the Case at bar, the Defendants Pat Roberts and his sole member LLC,

MAT Media, entered into deliverable contracts with Visit Florida. It is significant that the contracts at issue were deliverable as compared to a contract for services or a contract for reimbursement over costs. The contracts did not require the Defendant to waive his constitutional right privacy with regards to his internal documents and trade secrets, but did set out a very specific deliverable schedule which the Defendant had to meet to obtain payments. Visit Florida was free to include a privacy waiver in the contacts at which point the Defendant could have made an informed decision about waving his right to privacy, Visit Florida did not do this.

14. Only after successful performance of the completed contracts has the

Speaker sought to view the internal documents and trade secrets of the Defendant.

Beyond mere viewing, the Speaker has taken the position that once he is aware of the

Page 4 of8

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Defendant's internal documents and trade secrets he and his staff are free to publicly disclose them.

15. Article II, Section 23 places the burden the State to justify its intrusion into the Defendant's records. The facts and circumstances surrounding the of execution of the contracts, their successful performance, and the Speaker's motivation in seeking the information are all factual issues on which the Court should receive evidence to determine if the State can carry its burden to overcome the Defendant's constitutional right.

Lawful Summons

16. The Legislature's Constitutional and Statutory authority to issue subpoenas and punish failure to comply is limited to individuals who refuse to "lawful summons or to answer lawful questions." Whether the subpoenas are bar are "lawful" is a mixed issue of law and fact which should require this Court to receive evidence. Art. III, § 5, Fla.

Const.

17. The Speaker's motion for judgement of the pleadings concludes that the subpoenas issued to the Defendant's at bar were lawful due to the Plaintiffs mere assertion of a legitimate investigative need, but there are numerous published appellate cases pre-dating Florida's Constitutional Right to Privacy which address the limitations of the Legislatures power and make case by case factual determinations. If the Speaker's position that merely asserting an alleged investigative need ends the analysis and justifies a ruling on the pleadings, these cases would not exist. (See Gibson v. Florida Legislative

Page 5 of8

2508

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Investigation Committee, 108 So. 2d 729, 737 (Fla. 1959); Johnston v. Gallen, 217 So. 316, 321

(Fla. 1969); and Hagaman v. Andrews, 232 So. 2d 1, 7-8 (Fla. 1971)).

18. Prior to the Florida's Constitutional Right to Privacy the Court noted;

We cannot simply assume, however, that every legislative investigation is justified by a public need that overbalances any private rights affected. To do so would be to abrogate the responsibility placed by the Constitution upon the Judiciary to insure that the Legislature does not unjustifiably encroach upon an individual's right to privacy nor abridge his liberty, his speech, or assembly, nor engage upon unwarranted witch hunts.

Hagaman v. Andrews, 232 So. 2d 1, 7-8 (Fla. 1971).

19. The Defendant's assert that the Speaker's motion for judgement requests this Court do exactly what that Hagaman warned of, abrogate the responsibility placed by the Constitution upon the Judiciary to ensure that the Legislature does not unjustifiably encroach upon an individual's right to privacy.

Conclusion

Wherefore the Defendants respectfully requests the Court deny the Speaker's

Motion for Judgement on the Pleadings.

Page 6 of8

2509

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Respectfully submitted this 10th day of January, 2018, by:

s Jansen & Davis, P.A. R. Timothy Jansen Florida Bar No. 691208 Email: [email protected] AdamJ. Komisar Florida Bar No. 86047 Email: [email protected] 1206 N Duval St Tallahassee, FL 32303-6115 Telephone: 850-224-1440 Facsimile: 850-224-0381

and

Messer Caparello, P.A. Mark Herron Florida Bar No. 199737 Email: [email protected] Thomas M. Findley Florida Bar No. 0279730 Email: [email protected] Post Office Box 15579 Tallahassee, FL 32317 Telephone (850) 222-0720 Facsimile: (850) 558-0659

Page 7 of8

2510

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Certificate of Service

I HEREBY CERTIFY that on this 10th day of January, 2018, a true and correct copy of the foregoing has been filed electronically with the Clerk of Court through the Florida Courts eFiling Portal, which shall serve a copy via email to the following counsel, constituting compliance with the service requirements of Florida Rule of Judicial Administration 2.516(b) and Florida Rule of Civil Procedure 1.080(a):

Adam Tanenbaum Florida House of Representatives, General Counsel Office of General Counsel 418 The Capitol 402 South Monroe Street Tallahassee, FL 32399-6526 [email protected] [email protected] [email protected]

/s/ Mark Herron Mark Herron

Page 8 of8

2511

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 66466777 E-Filed 01/12/2018 10:22:53 AM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT, IN AND FOR LEON COUN'IY, FLORIDA

Case No. 2017-CA-002368

SPEAKER RICHARD CORCORAN exrel HOUSE PUBUC INTEGRITY AND ETHICS COMMITrEE,

Plaintiffs,

vs.

MAT MEDIA, LLC, and CHARLES "PAT" ROBERTS,

Defendants.

DEFENDANTS' MOTION FOR ORDER DISMISSING LEGISLATIVE COMPLAINT TO ENFORCE SUBPOENAS AS BEING MOOT, OR, IN THE ALTERNATIVE, ORDER PLACING INSTANT ACTION DURING THE PENDANCY OF THE 2018 LEGISLATIVE SFBSION

Defendants MAT Media, lLC, ("MAT Media") and Charles Pat Roberts, ("Roberts")

move for an order dismissing the Legislative Complaint to Enforce Subpoenas or, in the

alternative, an order placing the instant action during pendency of the 2018 legislative session. In

support of this motion, Defendants state:

1. At its meeting on October 12, 2017, the House Public Integrity and Ethics

Committee {"PIE Committee") approved issuance of subpoenas duces tecum "to Mat Media,

LLC, and Charles Patrick Roberts, and any identified officers or principals thereof, and any

identified related entities, compelling the production of any and all records related to Emeril's

Florida, produced under contract with Visit Florida." The subpoenas were signed by Chairman of

the PIE Committee and the Speaker. A copy of the subpoena issued to MAT Media is attached

2512

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

hereto as Exhibit "A" and a copy of the subpoena issued to Roberts is attached hereto as Exhibit

"B.·"

2. On November 2, 2017, MAT Media and Roberts filed a "Complaint for

Declaratory Judgment, Injunctive and Supplemental Relief," seeking, among other things, a declaration that subpoenas issued to MAT Media and Roberts by the PIE Committee exceeded the powers granted by the State Constitution, the Rules of the F1orida House of Representation, and the Florida Statutes, to conduct investigations and an order quashing the subpoenas.

3. On November 15, 2017, Speaker Richard Corcoran on behalf of the PIE

Committee filed the instant action against MAT Media and Roberts to enforce the subpoenas issued by the Committee to compel the production of the documents.

4. The PIE Committee subpoenas are asserted to be issued pursuant to the

Legislature's power to conduct investigations. Article II, Section 5 of the State Constitution, provides as follows:

SECTION 5. Investigations; witnesses.-Each house, when in session, may compel attendance of witnesses and production of documents and other evidence upon any matter under investigation before it or any of its committees, and may punish by fine not exceeding one thousand dollars or imprisonment not exceeding ninety days, or both, any person not a member who has been guilty of disorderly or contemptuous conduct in its presence or has refused to obey its lawful summons or to answer lawful questions. Such powers, except the power to punish, may be conferred by law upon committees when the legislature is not in session. Punishment of contempt of an interim legislative committee shall be by judicial proceedings as prescribed by law.

This constitutional provision has been implemented through Rules of the Florida House of

Representatives and F1orida Statutes. See Rule 16.1, Rules of the F1orida House of

Representatives, and Section 11.143, F1orida Statutes.

2513

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

5. The PIE Committee subpoenas issued on October 12, 2017 were issued when the

Legislature was not in session. Challenges to the subpoenas by MAT Media and Roberts, and this action to enforce these subpoenas by the Speaker, proceeded consistent with constitutional and statutory provisions that provide for judicial review and enforcement of the subpoenas when the

Legislature is not in session.

6. The 60-day regular 2018 legislative session convened on January 9, 2018. It is scheduled to adjourn sine die on March 9, 2018. Noting that constitutional and statutory provisions provide that "[e)ach house, when in session, may compel attendance of witnesses and production of documents and other evidence upon any matter under investigation before it or any of its committees, and may punish by fine not exceeding one thousand dollars or imprisonment not exceeding ninety days, or both, any person not a member who has been guilty of disorderly or contemptuous conduct in its presence or has refused to obey its lawful summons or to answer lawful questions," the PIE Committee issued a report on its investigation of MAT Media and

Roberts recommending that the House issue "in session" subpoenas to MAT Media and Roberts.

The report stated:

Now having convened in Regular Session the House has authority pursuant to Section 5, Article III of the Florida Constitution, to compel production of documents upon any matter under investigation and may directly punish any refusal to obey its lawful orders. Recognizing that this constitutional power only exists while the House is in session, the Committee requests the House to issue subpoenas to Mat Media, LLC, and to Charles Pat Roberts, compelling the production of all documents previously subpoenaed by the Public Integrity & Ethics Committee, returnable by 5:00 p.m., Tuesday, January 16, 2018. The Committee also recommends that the House declare that each calendar day of noncompliance after the return date of such subpoenas may constitute a separate act of contempt of the House punishable to the Constitutional limit.

A copy of the PIE Committee Report on Investigation, datedJanuary 11, 2018, is attached hereto as Exhibit "C."

2514

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

7. The Florida House of Representatives, on January 11, 2018, approved the PIE

Committee Report and issuance of subpoenas to MAT Media and Roberts. A copy of Journal of the House of Representatives reflecting these actions is attached hereto as Exhibit "D." These subpoenas seek the same information as the subpoenas issued by the PIE Committee on October

12, 2017. A copy of the House subpoena issued to MAT Media is attached hereto as Exhibit "E" and a copy of the House subpoena issued to Roberts is attached hereto as Exhibit "F."

8. 1ne action of the Florida House of Representatives in issuing subpoenas compelling production of documents from MAT Media and Roberts while in session has mooted its complaint to seek enforcement of the PIE Committee subpoenas that were issued while the legislature was not in session.

9. Alternatively, the action of the Florida House of Representatives in issuing subpoenas compelling production of documents from MAT Media and Roberts while in session requires that this action be held in abeyance during the 2018 legislative session adjourns sine die, inasmuch as the House has elected to seek the requested documents through the "'m sessmn. " constitutional and statutory provisions.

WHEREFORE, Defendants MAT Media and Roberts pray that this Court enter an order dismissing the Legislative Complaint to Enforce Subpoenas or, in the alternative, an order placing the instant action during pendency of the 2018 legislative session. In support of this motion,

Respectfully submitted this 12"' day ofJanuary, 2018, by:

s Jansen & Davis, P.A. R. Timothy Jansen Florida Bar No. 691208 Email: [email protected] Adam J. Komisar Florida Bar No. 86047 Email: [email protected] 1206 N Duval St

2515

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Tallahassee, FL 32303-6115 Telephone: 850-224-1440 Facsimile: 850-224-0381

and

Messer Caparello, P.A. Mark Herron Florida Bar No. 1997 37 Email: [email protected] Post Office Box 15579 Tallahassee, FL 32317 Telephone (850) 222-0720 Facsimile: (850) 558-0659

Attorneys for Plaintiffs

Certificate of Service

I HEREBY CERTIFY that on this 12"' day ofJanuary, 2018, a true and correct copy of the foregoing has been filed electronically with the Clerk of Court through the Florida Courts eFiling Portal, which shall serve a copy via email to the following counsel, constituting compliance with the service requirements of Florida Rule ofJudicial Administration 2.516(b) and Florida Rule of Civil Procedure l .080(a):

Adam Tanenbaum Florida House of Representatives, General Counsel Office of General Counsel 418 The Capitol 402 South Monroe Street Tallahassee, FL 32399-6526 [email protected] [email protected] [email protected]

/4/Mark Herron Mark Herron

2516

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

2517

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

THE FLORIDA HOUSE OF REPRESENTATIVES ~ijliJ@~

THE STATE OF FLORIDA: TO: MAT Media, LLC, c/o Charles Pat Roberts, Registered Agent and Managing Member, 201 S. Monroe Street, Ste. 201, Tallahassee, FL 32301

YOU ARE COMMANDED to appear at the Florida House of Representatives, House Office Building, 402 S. Monroe Street, Suite 402, Tallahassee, FL 32399 on November 6, 2017 at 10:00 a.m. and to have with you at that time and place the records listed on the attached Exhibit "A"

These records will be inspected and may be copied at that time. You will not be required to surrender the original items. You may comply with this subpoena by providing legible copies of the items to be produced to the Committee Chairman whose name appears on this subpoena on or before the scheduled date of production. You may mail or deliver the copies to the Committee Chairman whose name appears on this subpoena and thereby eliminate your appearance at the time and place specified above. THIS WILL NOT BE A DEPOSITION. NO TESTIMONY WILL BE TAKEN.

If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be in contempt of the House of Representatives and may be punished according to article 111, section 5 of the Florida Constitution, section 11.143 of the Florida Statutes, and applicable Rules of the House of Representatives.

You are subpoenaed to appear by the following Committee Chairman, and unless excused from this subpoena by the Chairman or the Speaker of the House, you shall respond to this subpoena as directed. If you have any questions regarding this subpoena you should contact Don Rubottom, Staff Director, at (850) 717-4881.

Dated at Tallahassee this / A~ay of October, 2017. At request of:

Representative Larry Metz Chair- Public Integrity & Ethics Committee

To the Sheriffs of the State of Florida or other person(s) authorized by law to serve civil process in this state or in any other state, you are hereby commanded to serve and return this subpoena according to law.

Issued at Tallahassee this &_~ay of October, 2017. ATTEST: ~~==>- PoaPa1mer:Clerk chard Corcoran, Speaker The Florida House of Representatives

EXHIBIT A

2518

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Exhibit "A"

1. All contracts and agreements between MAT Media, LLC and Scripps Network Interactive related to Emeril's Florida for years 2012-2017. 2. All contracts between MAT Media, LLC and Cooking Channel related to Emeril's Florida for years 2012-2017. 3. All contracts between MAT Media, LLC and Food Network related to Emeril's Florida for years 2012-2017. 4. All contracts between MAT Media, LLC and Martha Stewart Living Omni Media, Inc. related to Emeril's Florida for years 2012-2017. 5. All contracts between MAT Media, LLC and MSLO Emeril's Acquisition, LLC related to Emeril's Florida for years 2012-2017. 6. All contracts between MAT Media, LLC and Emeril Lagasse related to Emeril's Florida for years 2012-2017. 7. All contracts between MAT Media, LLC and Emeril Brands related to Emeril's Florida for years 2012-2017. 8. All contracts between MAT Media, LLC and the restaurants featured in Emeril's Florida for years 2012-2017. 9. All contracts between MAT Media, LLC and any other entity, including but not limited to contracts for advertising or sponsorship, regarding Emeril's Florida for years 2012-2017. 10. All contracts between MAT Media, LLC and Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 11. All documents reflecting all rebates and incentives received from Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 12. All documents reflecting all tax rebates and incentives received related to the production and airing of Emeril's Florida for years 2012-2017. 13.AII contracts between MAT Media, LLC and any Florida Convention and Visitor Bureau (CVB), Tourist Development Council (TDC), and/or Visit Florida Strategic Partners, including Busch Gardens, Disney, SeaWorld or Universal Studios, concerning co-op participation under contract with Visit Florida for years 2012-2017. 14.AII necessary licenses, agreements, and consents obtained authorizing MAT Media, LLC to contract with Emeril Lagasse, Martha Stewart Living Omni Media and the Cooking Channel, along with all costs incurred as a result. 15.All documents reflecting all revenues received by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017, including but not limited to revenues received from the sale of media buys and/or revenues received from featured restaurants and resorts/hotels. 16.All documents reflecting all expenses incurred by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017. 17.AII documents evincing performance required by contracts with Visit Florida related to Emeril's Florida including but not limlted to receipts, invoices, bills, subcontracts, and media placement agreements. 18.AII journals, ledgers, books and records concerning the production and airing of Emeril's Florida for years 2012-2017.

2519

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

19. Federal tax returns for MAT Media, LLC for 2012-2016.

2520

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

THE FLORIDA HOUSE OF REPRESENTATIVES ~m,s~®Cf§!~ j]Bm qr;QE~ trr:Qf (;W:JRll

THE STATE OF FLORIDA: TO: Charles Pat Roberts, 201 S. Monroe Street, Ste. 201, Tallahassee, FL 32301

YOU ARE COMMANDED to appear at the Florida House of Representatives, House Office Building, 402 S. Monroe Street, Suite 402, Tallahassee, FL 32399 on November 6, 2017 at 10:00 a.m. at 10:00 a.m. and to have with you at that time and place the records listed on the attached Exhibit "A.p

These records will be inspected and may be copied at that time. You will not be required to surrender the original items. You may comply with this subpoena by providing legible copies of the items to be produced to the Committee Chairman whose name appears on this subpoena on or before the scheduled date of production. You may mail or deliver the copies to the Committee Chairman whose name appears on this subpoena and thereby eliminate your appearance at the time and place specified above. THIS WILL NOT BE A DEPOSITION. NO TESTIMONY WILL BE TAKEN.

If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be in contempt of the House of Representatives and may be punished according to article 111, section 5 of the Florida Constitution, section 11.143 of the Florida Statutes, and applicable Rules of the House of Representatives.

You are subpoenaed to appear by the following Committee Chairman, and unless excused from this subpoena by the Chairman or the Speaker of the House, you shall respond to this subpoena as directed. If you have any questions regarding this subpoena you should contact Don Rubottom, Staff Director, at (850) 717-4881.

Dated at Tallahassee this /~Dl-day of October, 2017. At request of:

Representative Larry Metz Chair- Public Integrity & Ethics Committee

To the Sheriffs of the State of Florida or other person(s) authorized by law to serve civil process in this state or in any other state, you are hereby commanded to serve and return this subpoena according to law.

Issued at Tallahassee this ~;y of October, 2017.

~~Portia Palmer, Clerk

EXHIBITB

2521

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Exhibit "A"

1. All contracts and agreements between MAT Media, LLC and Scripps Network Interactive related to Emeril's Florida for years 2012-2017. 2. All contracts between MAT Media, LLC and Cooking Channel related to Emeril's Florida for years 2012-2017. 3. All contracts between MAT Media, LLC and Food Network related to Emeril's Florida for years 2012-2017. 4. All contracts between MAT Media, LLC and Martha Stewart Living Omni Media, Inc. related to Emeril's Florida for years 2012-2017. 5. All contracts between MAT Media, LLC and MSLO Emeril's Acquisition, LLC related to Emeril's Florida for years 2012-2017. 6. All contracts between MAT Media, LLC and Emeril Lagasse related to Emeril's Florida for years 2012-2017. 7. All contracts between MAT Media, LLC and Emeril Brands related to Emeril's Florida for years 2012-2017. 8. All contracts between MAT Media, LLC and the restaurants featured in Emeril's Florida for years 2012-2017. 9. All contracts between MAT Media, LLC and any other entity, including but not limited to contracts for advertising or sponsorship, regarding Emeril's Florida for years 2012-2017. 10.All contracts between MAT Media, LLC and Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 11.AII documents reflecting all rebates and incentives received from Florida Office of Film and Entertainment for the production and airing of Emeril's Florida for years 2012-2017. 12.AII documents reflecting all tax rebates and incentives received related to the production and airing of Emeril's Florida for years 2012-2017. 13.AII contracts between MAT Media, LLC and any Florida Convention and Visitor Bureau (CVB), Tourist Development Council (TDC), and/or Visit Florida Strategic Partners, including Busch Gardens, Disney, SeaWorld or Universal Studios, concerning co-op participation under contract with Visit Florida for years 2012-2017. 14.AII necessary licenses, agreements, and consents obtained authorizing MAT Media, LLC to contract with Emeril Lagasse, Martha Stewart Living Omni Media and the Cooking Channel, along with all costs incurred as a result. 15.AII documents reflecting all revenues received by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017, including but not limited to revenues received from the sale of media buys and/or revenues received from featured restaurants and resorts/hotels. 16.AII documents reflecting all expenses incurred by MAT Media, LLC in connection with the production and airing of Emeril's Florida for years 2012-2017. 17. All documents evincing performance required by contracts with Visit Florida related to Emeril's Florida including but not limited to receipts, invoices, bills, subcontracts, and media placement agreements. 18.AII journals, ledgers, books and records concerning the production and airing of Emeril's Florida for years 2012-2017.

2522

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

19. Federal tax returns for MAT Media, LLC for 2012-2016. 20.AII income received by Charles Patrick Roberts in connection with the production and airing of Emeril's Florida for 2012-2017.

2523

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

The Florida House of Representatives Public Integrity & Ethics Committee

Richard Corcoran Larry Metz Speaker Chair

UNAPPROVED DRAFT Report on Investigation January 11, 2018

Dear Mr. Speaker:

Your Public Integrity and Ethics Committee herewith submits the following report regarding an investigation of Visit Florida television production and broadcast contracts.

At the request of the Speaker, the Public Integrity & Ethics Committee has been investigating certain Visit Florida television production contracts to discover the integrity of such contracts and the quality of their procurement. In furtherance thereof, on October 12, 2017, the Committee issued subpoenas duces tecum to Mat Media, LLC, and Charles Pat Roberts compelling production of documents pertinent to the investigation. Those parties refused to comply with those subpoenas. The law provides the Committee no power to punish such non-compliance. On November 7, 2017, the Committee asked Speaker Corcoran to file an action in Circuit Court, pursuant to section 1 l.143(4)(b), Florida Statutes, seeking an order compelling compliance with the Committee Subpoenas. Such action remains pending.

The legislative calendar makes time of the essence and patient reliance on the judiciary may not be sufficient to the needs of the investigation.

Now having convened in Regular Session the House has authority pursuant to Section 5, Article III of the Florida Constitution, to compel production of documents upon any matter under investigation and may directly punish any refusal to obey its lawful orders. Recognizing that this constitutional power only exists while the House is in session, the Committee requests the House to issue subpoenas to Mat Media, LLC, and to Charles Pat Roberts, compelling the production of

402 House Office Building, 402 South Monroe Street, Tallahassee, Fl 32399-1300 (850) 717-4881 EXHIBITC 2524

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

This is in Header

Page2 all documents previously subpoenaed by the Public Integrity & Ethics Committee, returnable by 5:00 p.m., Tuesday, January 16, 2018. The Committee also recommends that the House declare that each calendar day of noncompliance after the return date of such subpoenas may constitute a separate act of contempt of the House punishable to the Constitutional limit.

A quorum was present in person, and a majority of those present agreed to the above Report.

Larry Metz, Chairman

2525

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Committee Meeting Notice HOUSE OF REPRESENTATIVES

Public Integrity & Ethics Committee

Start Date and Time: Thursday, January 11, 2018 10:30 am End Date and Time: Thursday, January 11, 2018 11:30 am Location: Sumner Hall (404 HOB) Duration: 1.00 hrs

Actionable Items

--Status report on subpoena litigation

--Consideration of DRAFT report to request House Issue subpoenas to Mat Media, LLC, and Charles Pat Roberts

NOTICE FINALIZED on 01/09/2018 2:47PM by Tully.Melissa

01/09/2018 2:48:02PM Leagis® Page 1 of 1

EXHIBITD 2526

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

The Florida House of Representatives Public Integrity & Ethics Committee

Richard Corcoran Larry Metz Speaker Chair Meeting Agenda Thursday, January 11, 2018 404 House Office Building (Sumner Hall) 10:30 a.m. - 11 :30 a.m.

• Call to Order

• Roll Call

• Welcome and Opening Remarks

• Agenda:

< Status report on subpoena litigation

< Consideration of Draft report to request House issue subpoenas to Mat Media, LLC and Charles Pat Roberts

• Other Business:

• Adjournment

402 House Office Building, 402 South Monroe Street, Tallahassee, Fl 32399-1300 (850) 717-4881

2527

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687 Consideration requestHouse of Draft Subpoenas report to

2528

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

THE FLORIDA HOUSE OF REPRESENTATIVES ~ubpoena ~ures 'Ql:ernm

To: MAT Media, LLC, Records Custodian c/o Charles Pat Roberts, Registered Agent and Managing Member 201 S. Monroe Street, Ste. 201 Tallahassee, FL 32301

YOU ARE COMMANDED to appear at the Florida House of Representatives, House Office Building, 402 S. Monroe Street, Suite 402, Tallalrns:;ee, FL 32399 on January 16, 2018, at 5:00 p.m. and to have with you at that time and place the records listed on the attached Exhibit "A"

These records will be inspected and may be copied at that time. You will not be required to sunender the 01iginal items. You may comply with this subpoena hy providing legible copies of the items to be produced to the House General Counsel on or before the scheduled date of production. You may mail or deliver the copies lo the House General Counsel and thereby eliminate your appearance at the time and place specified above. THIS WILL NOT BE A DEPOSJTJON. NO TESTIMONY WILL BE TAKEN.

If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be held in contempt of the Florida House of Representatives and may be punished according to article III, section 5 of the Florida Constitut1on, section 1 l.143(3)(c) of the Florida Statutes, and applica~le Rules of the Florida Hm1Se of Representatives. Said punishment may include imprisonment for up to ninety days and a fine ofup to $1,000 per failure to comply.

You are subpoenaed to appear and unless excused from this subpoena by the Speaker of the House, you shall respond to this subpoena as dirccled. If you have any questions regarding this subpoena, you should contact Adam Tanenbaum, House General Counsel, at (850) 717-5500.

Herein fail not, under penalty of law. Given undeJ my han

Tu All and Singular the Sherifft ofthe State ofF!urida, and to Other Person(s) Authorized by Lmv to Sen,e Process in this State: You are hereby commanded to serve and return this subpoena according to law.

EXHIBITE

2529

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Exhibit "A"

I. All contracts and agreements between MAT Media, LLC and Scripps Network Interactive related to Emeril' s Florida for years 2012-201 7. 2. All contracts between MAT Media, LLC and Cooking Channel related to Emeril's Florida for years 2012- 2017. 3. All contracts between MAT Media, LLC and Food Network related to Emcril's Florida for years 2012- 2017. 4. All contracts between MAT Media, LLC and Martha Stewart Living Onm.i Media, Inc. related to Emcril's Florida for years 2012-2017. 5. All contracts between MAT Media, TLC and MSLO Emeril's Acquisition, LLC related lo Emeril's Florida for years 2012-2017. 6. All contracts between MAT Media, LLC and Emeril Lagasse related to Emeril' s Florida for years 2012- 2017. 7. All contracts between lVIAT Media, LLC and Emeril Brands related to Emeril's Florida for years 2012- 2017. 8. All contracts between MAT Media, LLC and the restaurants featured in Emeril's Florida for years 2012- 2017. 9. All contracts between MAT Media, LLC and any other entity, including but not limited to contracts for advertising or sponsO\Ship, regarding Erneril 's Florida for years 2012-2017. 10. All contracts between rt\1AT Media, LLC and Florida Office of Film and EnlertainmJnt for the production and airing of Emeril's Florida for years 2012-2017. 11. All documents reflecting all rebates and incentives received from Florida Office of Film and Enkrlainment for the production and airing ofEmeril's Florida for years 2012-2017. 12. All documents reflecting all tax rebates and incentives received related to the production and airing of Emeril's Florida for years 2012-2017. 13. All contracts between MAT Media, LLC and any Florida Convention and Visitor Bureau (CYB), Tourist Development Council (TDC), and/or Visit Flmida Strategic Pa1tners, including Busch Gardens, Disney, SeaWorld or Universal Studios, concerning co-op participation under contract with Visit Florida for years 2012-2017. 14. All necessary licenses, agreements, and consents obtained authorizing MAT Media, LLC to contract with Emeril Lagasse, Martha Stewart Living Onmi Media and the Cooking Cham1el, along with all costs incurred as a result. 15. All documents reflecting all revenues received by MAT Media, LLC in connection with the production and airing ofEmel"il's Florida for years 2012-2017, including but not limited to revenues received from the sale of media buys and/or revenues received from feahJred restaurants and resmts/hotels. 16. All documents reflecting all expenses incun-ed by MAT Media, LLC in connection with the production and airing ofEmeril's Florida for years 2012-2017. 17. All documents evincing performance required by contracts with Visit Florida related to Emeril's Florida including but not limited to receipts, invoices, bills, subcontracts, and media placement agreements. 18. All journals, ledgers, books and records conceming the production and airing ofEmeril 's Florida for years 2012-2017. 19. Federal tax returns for MAT Media, LLC for 2012-2016.

2530

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

THE FLORIDA HOUSE OF REPRESENTATIVES fs>ubpoena i10uce% 'Qt:ccum

To: Charles Pat Roberts sNJ, I II l1s (.J J lof' 201 S. Monroe Street, Ste. 201 Tallahassee, FL 32301 7&ll1t o/'~ -It lo)

YOU ARE COMMANDED to appear at the Florida House of Representatives, House Office Building, 402 S. Monroe Street, Suite 402, Tallahassee, FL 32399 on January 16, 2018, at 5:00 p.m. and to have with you at that time and place the records listed on the attached Exhibit "A."

These records will be inspected and may be copied at that time. You will not be re4.uired to surrender the original items. You may comply with this subpoena by providing legible copies of the items to be produced to the House General Counsel on or before the scheduled date of production. You may mail or deliver the copies to the House General Counsel and thereby eliminate your appearance at the time and place specified above. rms WILL NOT BE A DEPOSITION. NO TESTIMONY WILL BE TAKEN.

If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be held in contempt of the Florida House of Representatives and may be punished according to article III, section 5 of the Florida Con~titution, section l l.143(3)(c) of the Florida Statutes, and applicable Rules of the Florida House of Representatives. Said punishment may include impriso4ment for up to ninety days and a fine ofup to $1,000 per failure to comply.

You are subpoenaed to appear and unless excused from this subpoena by the Speaker of the House, you shall respond to this subpoena as directed. If you have any questions regarding this subpoena, you should contact Adam Tanenbaum, House General Counsel, at (850) 717-5500.

Herein fail not, under penalty of law. Given under my hand and seal by Order of the House this 11th day ofJanuary, 2018. ~- Richard Corcoran, Speaker

To All and Singular the Sher/Ifs ofthe State o/Flurida, and to Other Person(s) Authorized by Law to Serve Process in this State: You are hereby commanded to serve and rehirn this subpoena according to law.

EXHIBITF

2531

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

ExhiJ,it "A"

1. All contracts and agreements between MAT Media, LLC and Scripps Network Interactive related to Emeril's Florida for years 2012-2017. 2. All contracts between MAT Media, LLC and Cooking Channel related to Emeril's Florida for years 2012- 2017. 3. All contracts between MAT Media, LLC and Food Network related to Emeril's Florida for years 2012- 2017. 4. All contracts between MAT Media, LLC and Martha Stewart Living Omni Media, Inc. related to Emeril's Florida for years 2012-2017. 5, All contracts between MAT Media, LLC and MSLO Emeril's Acquisition, LLC related to Emeril's Florida for years 2012-2017. 6. All contracts between MAT Media, LLC and Emeril Lagasse related to Emeril's Florida for years 2012- 2017. 7. All contracts between MAT Media, LLC and Emeril Brands related to Emeril's Florida for years 2012- 2017. 8. All contracts between MAT Media, LLC and the restaurants featured in Emeril's Florida for years 2012- 2017. 9. All contracts between MAT Media, LLC and any other entity, including but not limited to contracts for advertising or sponsorship, regarding Emeril's Florida for years 2012-2017. 10. All contracts between MAT Media, LLC and Florida Office oflFiim and Entertainment for the production and airing ofEmeril's Florida for years 2012-2017. 11. All documents reflecting all rebates and incentives received from Flolida Office of Film and Ente1tainment for the production and airing of Emeri l's Florida for years 2012-201 7. 12. All documents reflecting all tax rebates and incentives received related to the production and airing of Emeril's Florida for years 2012-2017. 13. All contracts between MAT Media, LLC and any Florida Convention and Visitor Bureau (CVB), Tourist Development Council (TDC), and/or Visit Florida Strategic Partners, including Busch Gardens, Disney, SeaWorld or Universal Studios, concerning co-op participation under contract with Visit Florida for years 2012-2017. 14. All necessary licenses, agreements, and consents obtained authorizing MAT Media, LLC to contract with Emeril Lagasse, Mrutha Stewart Living Omni Media and the Cooking Channel, along with all costs incurred as a result. 15. All documents reflecting all revenues received by MAT Media, LLC in connection with the production and airing ofEmeril's Florida for years 2012-2017, including but not limited to revenues received from the sale of media buys and/or revenues received from featured restaurants and resorts/hotels. 16. All documents reflecting all expenses incurred by MAT Media, LLC in connection with the production and airing ofEmeril's Florida for years 2012-2017. 17. All documents evincing performance required by contracts with Visit Florida related to Emeril's Florida including but not limited to receipts, invoices, bills, subcontracts, and media placement agreements. 18. All journals, ledgers, books and records concerning the production and airing ofEmeril 's Florida for years 2012-2017. 19. Federal tax returns for MAT Media, LLC for 2012-2016. 20. All documents sufficient to reflect income received by Charles Patrick Robe1ts from MAT Media, LLC in connection with the production and airing ofEmeril's Florida for 2012-2017.

2532

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 66929046 E-Filed 01/23/2018 04:45:39 PM

IN T:HllCillCUIT COURT OF THE SECOND JUDICIAL CIRCUIT lN AND F()RLEON COUNTY, FLORIDA CIRCUIT CIVIL DIVlSION

MAT MBDIA}LLC,?md CHARLES PAT ROBERTS,

Pklintijfs,

v. Case No. 2017..CA.:002284

REP. LAR.RYMBTZ et al., -,------~!Defendants. SPEAKER lUCHARD CORCORAN ex:· rel MOUSE PUBLIC INTEGIUTY AND EntICS COMMITTEE, Platntif/,

Y; Case No. 2017 CA 002368

MAT MEDIA, LLC and CHARLES .. PAr' llO.B,ERtS, .,..______J)eje~fs...... ,. ____ ...... ,.. _____ /

OKpER QN MOTIQN TO\tQNSOLJP(\TE

This matter cm:ne before the Court 011 a motion to consolidate filed by MAT Media. LLC,

andCh~les"Pat" Roberts, on Decetnber28,.20l?. TheCo1li1 now being.advised that there is no

opposition and tbatthe presiding judge in the later-filed case consents to e9nsolidation before the

undersigned in the earlier--filed case, it is hereby

ORDERED and ADJUDGED that the motion to consolidate is GRANTED~ MAT Media;

lLC, and Charles Pat fl.oberts v. Rep. Larry Metz, et at, Case No. 2017-CA-002284 {Fla. 2d

Cir. Ct.), and Speaker Richard Corcoran ex rel. House Rublic integrity an(i Ethics Committee y.

MAT Media and Charles "Pat'' Roberts, Cas{,:! No. 2017-CA-002368 (Fla. 2d Cir. Ct.}, are

2533

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

consolidated and will proceed together under Case No. 2017-CA-002284 before the undersigned

Future filmgsin the consolidated cases shall bear the case style of order be filed in the lower-numbered case. ·12~ DONE and ORDERED this~_P_. day of January, 2018.

KAREN GlEVERS ClRCVITJUDGE

~11,~, ~r1~

2534

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 67524351 E-Filed 02/05/2018 03:59:45 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT, IN AND FOR LEON COUNTY, FLORIDA

MAT MEDIA, LLC, and CHARLES PAT ROBERTS,

Plaintiffs,

v. Case No. 2017 CA 2284 REP. LARRY METZ, et al.,

Defendants. ------I SPEAKER RICHARD CORCORAN, ex rel., HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

Plaintiffs,

v. Case No. 2017 CA 2368 MAT MEDIA, LLC and CHARLES "PAT" ROBERTS,

Defendants.

------I ORDER ON CASE MANAGEMENT CONFERENCE

THESE CONSOLIDATED CAUSES came before the Court on

January 30, 2018 for a case management conference

pursuant to Rule 1.200.

Attorneys Komisar and Herron appeared for the MAT

Media and Mr. Roberts and General Counsel Tanenbaum,

Page 1 of 14

2535

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Deputy General Counsel Maid.a and Staff Director

Rubottom for the House Litigants.

Background

1. MAT Media and Mr, Roberts filed suit first, seeking declaratory, injunctive and supplemental relief relative to certain out of session subpoenas they received from the Florida House Public Integrity and

Ethics [PIE] Committee.

2. Speaker Richard Corcoran, as relator for the PIE Committee, then filed suit against MAT Median and Mr.

Roberts, initially to enforce the out-of-session PIE

Committee subpoenas that were the subject of the complaint in the first case, later to enforce the

Florida House subpoenas passed after the legislative session began. [Section 11.143, Florida Statutes differentiates between subpoenas issued during session and those issu~d when the legislature is not in session].

Page 2 ofl4

2536

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

3. With various motions to consolidate the two

state cases pehding, and opposition to the requested

consolidation pending, MAT Media and Mr. Roberts filed a federal court request for temporary and preliminary injunctive relief; those requests were denied.

4. After the opposition to consolidation was withdrawn, consistent with the Second Circuit policies and procedures, the state court cases were consolidated, with the later filed case being consolidated with the earlier filed, lower-numbered case.

5. On January 23, 2018, the Court set the cases for a Rule 1.2-00 case management conference, and directed the parties to submit a joint statement identifying the motions they thought should be addressed first at the then-scheduled January 30 hearing.

6. The parties submitted their joint statement, listing three motions:

Page 3of14

2537

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

a. The Speaker's motion for judgement on the

pleadings in the later filed case [with th~

supplemental authority filed in svpport, and MAT

Media's and Mr. Roberts' response];

b. MAT Media's and Mr. Roberts' motion for in

camera revLew filed in the later filed case [the

parties noted the same motion pending in the earlier

filed case, with the House Litigants noting that the

filing of an amended complaint in the earlier filed meant that the "matter is not joined in that case" because the response to the amended complaint was not yet due]; and

c. MAT Media's and Mr. Robert's motion in the later case for an order dismissing the legislative complaint to enforce the subpoenas as moot, or placing the legislative complaint in abeyance.

7. At the hearing, counsel for MAT Media and Mr.

Roberts reported, t:hey had provided certain documents to the House Litigants the day before [Exhibit A at the

Page4of 14

2538

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

hearing] in response to the January 11, 2018 House subpoena. They also provided the "Production Queue" documents for Emeril's Florida [Exhibit Bl at the hearing.

8. At the hearing, counsel addressed the House

Litigants' motion for judgement on the pleadings, and also addressed the motions for in camera review. As MAT

Media/ Mr. Roberts' counsel summarized, the matters remaining in contention between the two sides are the five items requested in the first four paragraphs of the subpoenas, and the tax returns and financial journals and records listed in paragraphs 18 and 19 of the subpoenas.

9. Without objection from the House Litigants, the

Court accepted the notebook with the alleged trade secret contracts and documents pertinent to paragraphs

1 through 4, to review in camera. The parties agreed that if the Court finds the documents to be trade secret, they would still be produced pursuant to the subpoena, with an appropriate protective order entered

Page S of 14

2539

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

to prevent further dissemination pursuant to public

records requests or volunteered disclosure.

10. As to the tax returns and financial records requested in paragraphs 18 and 19, the House Litigants

- through counsel - stressed that the subpoenas are not directed at Mr. Roberts' personal financial information. MAT Media/ Mr. Roberts' counsel advised there are no separate financial records or tax returns for MAT Media; LLC information flows through to the individual's tax return, and Mr. Roberts reportedly keeps the financial records for MAT Media with his personal records, including the check book. The records relative to paragraphs 18 and 19 of the subpoenas were not produced for in camera review.

11. The Court directed counsel to submit, by

Thursday, February 1, 2018 an agreed protective order relative to any trade secret items.

12. On January 31, 2018, the House Litigants submitted a supplemental request that the Court take

Page 6 of 14

2540

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

judicial notice of certain pending legislation as support for compelling compliance wi.th subpoenas; on

February 1, 2018, MAT Media and Mr. Roberts submitted their opposition to the supplement request regarding the pending legislation.

The Key Issues

13. The procedural entanglements of the two now­ consolidated cases partially obscure the fact that the key issues underlying these cases is the extent of the legislative power to subpoe.na records and information believed necessary to the legislative function.

14.. Article III of Florida's Constitution relates to the Legislature; Section 5 of Article III provides constitutional authority for compelling attendance of witnesses and production of documents and other evidence both when the legislature is in se~sion and when it is not in session. [Section 5 does not expressly provide the legislature with aut:hority to compel production of documents and papers that are

Page 7 of14

2541

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

~onstitutionally protected, such as in Art~cle I,

Section 23 [Right to Privacy} or the Fourth and Fifth

Amendments to the United States Constitution].

15. Florida's constitutional right to privacy in

Article I, Section 23 was adopted in 1980; in the mid-

19901s, the legislature modified section 11.143 (2) and

(3), Florida Statutes to expressly provide that the legi.slative committees may compel production of confidential papers. Neither side challenges the constitutionality of the statutory provision, nor raises any issue as to whether the statutory legislative subpoena power properly compels production of constitutionally protected papers.

Legislative Investigative Powers

16. As the Florida Supreme Court recognized in

Johnston v. Gallen, 217 So.2d 319, 321 (Fla.1969),

The power of investigation is a necessary adjunct to the exercise of the power to legislate. But the power is not an unbridled one. It must be circumscribed by reasonable limitations and should never be used to "hunt witches".

Page 8of 14

2542

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Id. at 321. In Seta Corp. Qf Boc;:ar Inc. v. Office of

Atty Gen., Depart. Of Legal Affairsr State of Fla.r 756

So.2d 109J, 1094 {Fla. 4~ DCA 2000), the reviewing

court recognized the different posture when the subpoenaing entity is the State of Florida, and not a

competitbr. There, the court ruled that personnel records were not pertinent to the ongoing investigation and denied the request for those documents, while orderLng the other records produced to the State, with the entity being entitled to ten days' notice to seek a court order if the state received a request under the public records laws for the confidential records. Setar supra at 1094.

Based on the foregoing, the Court having reviewed the "trade secret agreements" in camera, having carefully considered the parti~s' papers and arguments in both cases, and being otherwise fully advised in the premises, it is hereby

ORDERED as follows:

Page9 of 14

2543

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

L. No la.ter than 12:00 noon E.T. on Wednesday,

February 7, 2018, MAT Media shall produce the five

''trade secret agreements" to thE;! House Litigants

pursuant to the controlling House subpoenas. [No ruling

is made on the out~of-session, now apparently moot PIE Committee subpoenas].

2. The House Litigants [including the House, its

Speaker, its Members, its Committees and all st.a.ff]

shall maintain the confidentiality of the ''trade secret

agre.ement.s 0 and their contents. There shall be no

disclosure of the doc1.1ments or information contained

therein by the House Litigants without further order of this Court.

3. If the HOuse Litigants [including the House, its

Speaker, its Member, its Committees and all staffJ receive a request for the ''trade secret agreementsi' as pu.blic records; the House Litigants shall not release any information without first giving MAT Media ten days' notice of the request and the opportunity to seek a court order. If ten days pass after the House

Page10of14

2544

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Litigants give MAT Media notice of the request, and MAT

Media does not file a request to maintain the trade

secret confidentiality of the agreements pursuant to

sections 812.081 and 815.045 and other pertinent provisions of Florida Law, the House Litigants may

release the information as they determine appropriate.

4. As to Mr. Roberts, he contends that the requests subpoenaed in paragraphs 18 and 19 are, in reality, seeking his personal records and tax returns, even though attorney Tanenbaum has stated on the record the

House Litigants are not seeking Mr. Roberts' records, just those of MAT Media. Neither MAT Media nor Mr.

Roberts have provid~d the financial records and tak returns to the Court for in camera review, so the Court cannot make any findings as to those records. Because

MAT Media and Mr. Roberts have not provided the pertinent information to the Court, the Court has no basis to exclude the records from being produced to the

House Litigants by the noon Wednesday deadline. If MAT

Media and Mr. Roberts wish, they may provide the

Page 11 of 14

2545

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

records responsive to paragraphs 18 and 19 to the Court by 12:00 noon, E.T. on Tuesday, February 6, 2018 for in camera review, with an appropriate privilege log~ otherwise the financial documents must J:;>e turned over tb the House Litigants by Wednesday, February 7, 2018 without judicial review, subject to the confidentiality provisions specified fo.r the trade secret agreements and the ten day notice provision before ftirther dissemination.

5. The motion for judgement on the pleadings must be denied, as the pleadings are not at issue, as the request for judicial notice indicates. Further, even apart from the recent request for judicial notice, the face of the pleadings contain disputed factual questions which render judgement on the pleadings inappropriate.

6. The requests of MAT Media and Mr. Roberts in these two cases for in camera review have been addressed above; the requests for other relief appear to either be moot (the initial complaint in case 2017

Page 12 of 14

2546

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

CA 2284] or premature [the amended complaint in case 2017 CA 2284.

7. The House Litigants' requests to enforce the

subpoenas have been addressed above.

ORDERED this ""51--- day of February, 2018 in

Tallahassee, Leon County, Florida.

KAREN GIEVERS Circuit Judge

Copies furnished to:

Adam S. Tanenbaum, Esq. [email protected]

J. Michael Maida, Esq. [email protected]

Donald J. Rubottom, Esq. [email protected]

R. Timothy Jansen, Esq. [email protected]

Adam J. Komisar, Esq. [email protected]

Page 13 of 14 i,, (_ '1.-d. 1 (__ft. 1.. ; ~ ) '

2547

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Mark Herron, Esq. [email protected]

Thomas M. Findley, Esq. [email protected]

Robert J. Telfer, III, Esq. [email protected]

2548

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 67615967 E-Filed 02/07/2018 10: 10:11 AM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUlT, IN AND FOR LEON COUNTY, fLORIDA MAT MEDIA LLC Plaintiff (s),

vs. CASE NO. 2017 CA 002284 METZ AS CHAIRMAN, LARRY Defendant Cs)

RICHARD CORCORAN; etc.,

v. CASE NO. 2017 CA 2368

MAT MEDIA, etc. et al., ------I ORDER SETTING CASE MANAGBMENT CONl'ERENCB/FJ:NAL EVIOBNT:IARY REARING TRIS CAUSE came before the Court on February 7,

2018 f.or a case management hearing to addres.s the MAT

M1;3dia emergenc:y motio.n for reconsideration. Attorn1;3ys

Herron, Tanenbaum and Maida were present for their

re$pective clients, as were Staff Director Rubottom and a court reporter.

The court having considered the parties's filings

ar+d arguments, having reviewed the court file, and

eFile.d by C::!E~RS., KAREN A. on BM web Oat.a 2/7/;?018 ~: 52 AM

2549

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

being otherwise fully advised in the premises, it is hereby:

ORDERED AND ADJUDGED that this case is set for a final Case Management Conference/evidentiary hearing on

02/09/2018, at 1:00 PM before the Honorable Karen

Gievers, Leon County Courthouse, 301 South Monroe

Street, Room 36S~D, Tallahassee, FL 32301, to address any stiJ.l pending matters in these two cases. Although four hours are being set aside formally, the hearing will go forward to completion. Counsel are encouraged to stre~mline the proceedings to the extent they deem appropriate. Any legal issues not already briefed, and legal authorities the parties plan to rely on, should be provided to the Court via email to Judicial

Assistant Underwood no later than 5:00 p.m., with copies to other counsel.

No later than Thursday, February 8, 2018 at 12 noon, the parties shall efile through the Clerk's efiling portal and shall email to Judicial Assistant

Underwood [copies to the other attorneys] their list of

2550

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

witnesses, with a summary of the anticipated testimony,

and shall provide the other side with their list of

exhibits, with copies. The parties shall also submit by

12 noon on Thursday, February 8, 2018 a list of any

factual issues they contend remain to be tried.

At the hearing on Friday, February 9, 2018 MAT

Media shall also be provide the Court for in camera

review the not-yet-produced MAT Media financial records

responsive to paragraphs 18 and 19 in the subpoenas, so

the Court can review the records relative to any claimed privacy and/or trade secret matters.

In accordance with the Americans with Disabilities

Act, persons needing special accommodation to participate in this proceeding should contact the Court

Administrator's Office no later than seven days prior to the proceeding at (850)606-4300.

ORDERED in Tallahassee, Leon County, Florida, on

2/7/2018 9:52 AM.

2551

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

21712018.. fa·.· ..::.,,55.·.Zl\ "". ·.. ·.-NM.L 2017 ~~

e:.Signed 217/2018 9:52 AM 20t7 GA 0

Circuit Judge

2552

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Copies furnished to:

MARK HERRON PO BOX 15579 TALLAHASSEE, FL 32317

MARK HERRON PO BOX 15579 TALLAHASSEE, FL 32317

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 4J 8 THE CAPITOL TALLAHASSEE, FL 32399..:1300

APM S TANENBAUM FLORIDA HOUSE OF REPR.ESENTATIVES 4l8 THE CAPITOL TALLAHASSEE, FL 32399-1300

AOAM S TANENBAUM F!;QRIDA HOUSE bF REPRES6NTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

APAf:l S TANENBAUM FLORI.DA HOOSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL

2553

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

TALLAHASSEE, FL 32399--1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHA$SEE, FL 32399-1300

MAT MEDIA LLC 2618 CENTENNIAL PLACE TALLAHASSEE, FL 32308

LARRY METZ AS CHAIRMAN 222 THE CAPITOL 402 SOUTH MONROE STREET TALLAHASSEE, FL 32399-1300

THOMAS J LEEK AS VICE CHAIRMAN No address on file

2554

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

DAVID RICHARDSON No address on file

LARRY AHERN No a.ddress on file

JASON BR.ODE!UR No address on file

COR.D BYRD No address on file

ROBEl:lT CORTE$ No address on file

KIMBERLY DANIELS No address on file

TRACIE DAVIS No address on f.ile

JASON FISCHER No address on fil€

JULIO GONZALEZ No address on file

AMY MERCADO No address on file

DAN:CEL PEREZ No address on file

KATHLEEN PETERS No address on file

SHARON PRITCHETT No address on file

2555

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

JAKE RABURN No address on file

EMILY SLOSBERG No address on file

JENNirER MAE SULLIVAN AS CONSTITUTING THE PULIC INTEGRITY AND ETHICS COMMITTEE OF THE FLORIDA HOUSE OF REPRESENTATIVES No address on file

RICHARD CORCORAN AS SPEAKER OF THE FLORlDA HOUSE OF REPRESENTATIVES No address on file

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAP!TOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE. CAPITOL TALLAHASSEE, FL 32399-1300

2556

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399~1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES 418 THE CAPITOL TALLAHASSEE, FL 32399-1300

ADAMS TANENBAUM FLORIDA HOUSE OF REPRESENTATIVES

2557

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

418 THE CAPITOL TALLAHASSEE, FL 32399~1300

CHARLES PAT ROBERTS No address on file

2558

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 67761739 E-Filed 02/09/2018 01:20:16 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT, IN AND FOR LEON COUNTY, FLORIDA

MAT MEDIA, LLG AND CHARLES PAT ROBERTS,

Plaintiffs,

V. case No. 2017 CA 2284

LARRY METZ, CHAIRMAN, et al,,

Defendants. ______/

SPEAKER RICHARD CORCORAN, etc.,

Plaintiff,

v. Case No. 2017 CA 2368

MAT MEDIA, LLC AND CHARLES "PAT" ROBERTS,

Defendants. ------I ORDER GRANTING EMERGENCY MOTION TO QUASH SUBPOENA REGARDING ATTENDANCE OF CHAIRMAN LARRY METZ

THIS CAUSE came before the Court on February 9,

2018 for a telephonic hearing regarding the House

Litigants• emergency February 8, 2018 motion to quash

the subpoena requiring Chairman Larry Metz to appear to

testify at the final, evidentiary hearing set for 1;00

Page 1 of4

2559

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

p.m. February 9, 2018. Attorneys Tanenbaum and Herron appeared telephonically; there was no court reporter.

MAT Media and Mr. Roberts agreed that the League of

Women Voters of Florida v. Fla. House of

Representatives, 132 So.3d 135, 147 (Fla.2013) is the

controlling case. [Florida Supreme Court recognized

legislative privilege and described the two step

weighing process applicable).

Here, both sides agree the information about which

MAT Media and Mr. Roberts wiSh to inquire - the nature

and scope of the House investigation into certain Visit

Florida contracts - is within the scope of the

legislative privilege. MAT Medi_a and Mr. Roberts

contend the language in Article III, section 5

regarding the ability of the House to lawfully subpoena

the MAT Media records outweighs the legislative

privilege. On the other hand, the House litigants

distinguish the unique provisions of the Fair Districts

Amendment, requiring information about redistricting

intent as being in a totally different category than

Page 2 of4

2560

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

the House's authority to investigate and legislate on matter.s regarding public interests, including the

spending of tax moneys.

The Court having considered the a~guments, and be.ing otherwise fully advised in the premises; finds

that while the House subpoena directed at MAT Media is

not itself an internal matter, the proposed inquiry

into "the natu.te and scope of the investigation

undertakenb'y the House and the Public Integrity and

Ethics Committee" involves n,o disputed questions of

fact and would involve internal matters. The Court

further finds the second step of the weighing process

does not outweigh the legislc:1tive privilege.

Based on the foregoing, it is hereby

ORDERED that the emergency motion to quash is

granted, and Chairman Larry Metz need not appear at

1:00 to testify ~n response to the~ now no longer

viable, subpoena.

Page3of4

2561

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

ORDERED this Stt'k. day of Febr1.1ary, 2 0 lS in Tallahas13ee, Leon County, Florida.

KAREN GIEVERS Circuit Judge

Copies furnished to:

Adam S. Tanenbaum, Esq. [email protected]

R. Timothy Jansen; Esq. [email protected]

Adam J. Komisar, Esq. akomisar@jansenanddavis, com

Mark Herron, Esq. [email protected]

Thomas M. Finc:Uey, Esq. [email protected]

/"1!>11 CA ~) L $ ?-0\, ·~ )..Jo.$ '1

Page4of4

2562

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 67979978 E-Filed 02/14/2018 04:26:39 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT, IN AND FOR LEON COUNTY, FLORIDA

MAT MEDIA, LLC. AND CHARLES PAT ROBERTS,

Plaintiffs,

v. Case No. 2017 CA 2284

LARRY METZ, CHAIRMAN, etc.,

Defendants. ______/

SPEAKER RICHARD CORCORAN, etc. et al. ,

Plaintiffs,

v. Case No. 2017 CA 2368

MAT MEDIA, LLC. AND CHARLES 11 PAT" ROBERTS,

Defendants. ______/

ORDER ON FINAL EVIDENTrARY HEARING AND FINAL JUDGEMENT

THESE CAUSES came before the Court on February 9,

2018 for a final evidentiary heari . Attorneys Herron

and Komisar were present for MAT Media and Mr. Roberts,

with Mr. Roberts present as well. House General Counsel

Tanenbaum and Deputy General Counsel Maida were present

Page 1 of47

2563

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

for the House tigants, with Staff Director Rubottom

present as well. A court reporter was so present.

The primary issues remaining at the time of the

final February 9, 2018 hearing revolved around the

factual questions listed in the MAT Media/ Mr. Roberts'

notice of factual issues to be tri [D.E. 61 in the

2017 CA 2284 case]. Specifically, the House Litigants

contend they are entitl to production of the MAT

Media financial records and tax returns subpoenaed,

while MAT Media and Mr. Roberts contend the House

Public Integrity and Ethics [PIE] Committee subpoenas

and House subpoenas are overly broad and unlawful, and

cannot properly compel production of the subpoenaed

financial documents.

For the reasons set forth below, the two House

subpoenas for MAT Media's and Mr. Roberts' records are quashed. Further the PIE Committee subpoenas for MAT

Media's financial records and tax returns [listed in paragraphs 18 and 19 of the Committee subpoena for MAT

Media]and MAT Media's financial records and tax returns

Page 2 of47

2564

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

and Mr. Roberts' tax returns [list in paragraphs 18,

19 and 20 of Committee subpoena to Mr. Roberts] are

quashed; MAT Media's and Mr. Roberts' requests for

declaratory relief are granted. 1

Substantive Background

The cases arise from an ongoing dispute between

Florida's Executive Branch and the House of

Representatives about the Executive Branch's use of

state tax dollars to fund efforts of Visit Florida [VF]

and Enterprise Florida [EFJ to attract tourists to

Florida. A prior year's skirm~sh involved the VF

contract with Pit Bull and his related entity, PDR;

that contract had a non-disclosure agreement [NDA] as

to the amount Pit Bull was to be paid for his role in a

tourist attraction ad campaign. House leaders

apparently disliked the use of NDA provisions in the VF

contracts.

1 Although House General Counsel Tanenbaum ata at the January 30, 2018 hearing, and at the final hearing on February 9, 20 8 that the House PIE Committee and the House Litigants were not seeking Mr. Roberts' financial information, records or tax returns, neither the House nor Committee 1,;1i thdre,1 theix aubpc-enas direcred to t1r. Roberts,

Page 3 of47

2565

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Testimony at the February 9, 2018 hearing from

former VF marketing director Paul Phipps reveal how

Speaker Corcoran saw the Pit Bull/PDR contract with the

NDA one day, en filed suit against PDR the next,

seeking a declaratory judgement that he and other House

members would be completely immune from civil or

criminal liability for disclosing confidential

information. Later the same day, Pit Bull tweeted the

amount was paid under the VF contract, and the

lawsuit went no further.

The next VF transaction the House turned its

attention to was the VF contract with MAT Media

providing certain "deliverablesu with f Emeril

Lagasse's promoting Florida, known as Emeril's Florida;

the VF/MAT Media contracts spanned from 2012 through

2017.

The Procedural Background of the Cases

At the heart of the two cases are two sets of

subpoenas for the production of documents. Each set consisted of a subpoena directed to MAT Media, a

2566

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

limited liability company, and a subpoena directed to

Mr. Roberts, the owner of MAT Media.

The PIE Committee served the first set of subpoenas in October 2017, when the Legislature was not in session. On November 3, 2017, MAT Media and Mr. Roberts filed suit, seeking declaratory and injunctive relief relating to the PIE Committee set of subpoenas. Twelve days later, on November 15, 2017, Speaker Corcoran filed suit to compel MAT Media and Mr. Roberts to comply with the PIE Committee subpoenas.

MAT Media and Mr. Roberts filed a motion in each case for in camera review, and answered the complaint in the 2017 CA 2368 case. The House Litigants moved to dismiss the complaint in the 2017 CA 2284 case, and moved for judgement on the pleadings in the 2017 CA

2368 case.

After the Legislature went into session in January,

2018, the House itself issued a second set of subpoenas, directed to MAT Media and Mr. Roberts,

PageSof47

2567

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

respectively. MAT Media and Mr. Roberts filed an

amended complaint in the 2017 CA 2284 case, which the

House Litigants moved to dismiss, their first motion

having been mooted by the filing of the amended

complaint. On January 23, 2017, without further

objection of the parties, the two cases were

consolidated with the lower numbered, first-filed case,

Case No. 2017 CA 2284.

The Court held a case management conference on

January 30, 2018, reflecting the parties' positions at

that time, and the parties' actions prior to that

hearing. After reviewing the proffered alleged "trade

secret" documents responsive to the first four

paragraphs in the MAT Media subpoenas from the

Committee and the House, the Court entered an order on

February 5, 2018 compelling the production of the five

contracts, and continuing the protected status of the

trade secret documents. The February 5, 2018 order also provided for the still-pending financial records to be provided, as neither the financial records nor

Page6of47

2568

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

tax returns had been submitted for the Court's review

in camera.

Between the January 30, 2018 hearing and the entry

of the February 5, 2018 r, the House tigants

asked that Court take judicial notice of certain

pending 1 slation, HB 7073 and its Senate companion,

dealing with the executive branch procurement process.

On February 6, 2018, MAT Media and Mr. Roberts

filed an emergency motion for reconsideration of the

February 5, 2018 order, the Court set matter

the requested evidenti hearing, to take place on

February 9, 2018.

On February 8, 2018 1 following receipt of a

subpoena served on PIE Committee Chairman Metz for the

February 9 hearing, the House fil an emergency motion

to quash the subpoena. The Court set the motion for

telephonic hearing on February 9, 2018, reviewed parties' papers, heard the arguments and entered an order ashing the subpoena.

Page 7 of47

2569

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

The Key Issues Remaining

The procedural entanglements of the two now-

consolidated cases partially obscure the fact that the

key issue underlying these cases is the extent of

legislative power to subpoena records and information

believed necessary to the legislative function.

Article III of Florida 1 s Constitution relates to

the Legislature; Section 5 of Article III provides

constitutional authority for compelling attendance of

witnesses and production of documents and other

evidence both when the legislature is in session and

when it is not in session. Section 5 does not expressly

provide the legislature with authority to compel

production of documents and papers that are

constitutionally protected, such as in Article I,

Section 23 [Right to Privacy] or the Fourth and Fifth

Amendments to the United States Constitution.

Florida's constitutional right to privacy in

Article I, Section 23 was adopted in 1980; in the mid-

1990's, the legislature modified section 11.143 (2) and

Page 8 of 47

2570

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

(3), Florida Statutes to expressly provide that the

legislative committees may compel production of

confidential papers. Neither side challenges the

constitutionality of the statutory provision, but MAT

Media and Mr. Roberts challenge the validity of the

subpoenas relative to the financial information sought,

particularly in light of Florida's constitutionally

protected right to privacy.

Legislative Investigative Powers

As the Florida Supreme Court recognized in Johnston

v. Gallen, 217 So.2d 319, 321 (Fla.1969),

The power of investigation is a necessary adjunct to the exercise of the power to legislate. But the power is not an unbridled one. It must be circumscribed by reasonable limitations and should never be used to "hunt witches".

Id. at 321. In Seta Corp. of Boca/' Inc. v. Office of

Atty Gen., Depart. Of Legal Affairs, State of Fla., 756

So.2d 1093, 1094 {Fla. 4th DCA 2000), the reviewing court recognized the different posture when the subpoenaing entity is the State of Florida, and not a

Page 9of47

2571

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

competitor. There, the court ruled that personnel

records were not pertinent to the ongoing investigation

and denied the request for those documents, while

ordering the other records produced to the State, with

the entity being entitled to ten days' notice to seek a

court order if the state received a request under the

public records laws for the confidential records. Seta,

supra at 1094.

!he Co:mm.ittee Subpoenas

The PIE Committee subpoenas are in evidence at Tab

F of the parties' stipulated exhibits to the February

9, 2018 hearing. The first subpoena is signed and dated

on October 12, 2017, directed to MAT Media LLC, c/o

Charles Pat Roberts, Registered Agent and Managing

Member. The still pertinent paragraphs are numbered 18

and 19:

18. All journals, ledgers, boo and records concerning the production and airing of Emeril's Florida for years 2012-2017.

19. Federal tax returns for MAT Media, LLC for 2012-2016.

Page 10of47

2572

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

The second PIE Committee subpoena is signed and

dated on October 12, 2017, directed to Charles Pat

Roberts, th pertinent paragraphs 18, 19 and 20:

18. All journals, ledgers, books and records concerning the production and airing of Erneril's Florida for years 2012 017.

19. Federal tax returns for MAT Media, LLC for 2012-2016.

20. All income received by Charles Patrick Roberts in connection with the production and ring of Emeril's Florida for 2012-2017.

The front page of each of the Committee subpoenas

directed to MAT Media and Mr. Roberts states in

pertinent part;

If you fail to appear as speci ed, or fail to furnish the records instead of appearing as provided above, you may be in contempt of House of Representatives and may be punished according to article III, section 5 of the Florida Constitution, section 11.143 of the Florida Statutes, and applicable Rules of the House of Representatives.

While Article III, section 5 of the Florida

Constitution s provide the House with the power to punish, the pertinent portion of section 5 states:

Page 11 of47

2573

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Section 5 .... Such powers, except the power to punish, may be conferred by law upon committees when the legislature is not in session. Punishment of contempt of an interim legislative committee shall be by judicial proceedings as prescribed by law.

This language is presumably the reason for Speaker

Corcoran's November 15, 2017 filing the complaint in

Case No. 2017 CA 2368 relative to the "not in session"

PIE Committee subpoenas.

The House Subpoenas

The excerpt of the transcript of the House

proceedings on January 11, 2018 relating to the

issuance of the House subpoenas is contained in D.E.41

in Case No. 2017 CA 2284, the notice of filing federal

court documents pursuant to order setting case

management conference, Tab 1 of the notebook, pages 18

through 29 of 33. The two House subpoenas are in the

agreed exhibit notebook for the February 9, 2018 hearing, at Tab G, the PIE Committee subpoenas at Tab

F.

Page 12 of47

2574

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

The first House subpoena is signed and dated

Thursday, January 11, 2018 directed to MAT Media, LLC,

Records Custodian. The custodian is directed to bring

the records listed on the attached Exhibit A for review

on Tuesday, January 16, 2018. The second House

subpoena is also signed and dated January 11, 2018, and

is directed to Mr. Roberts, who is directed to bring

the records listed on the attached Exhibit A for review

January 16, 2018.

The language regarding failure to appear as

specified states:

If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be held in contempt of the Florida House of Representatives and may be punished according to article III, section 5 of the Florida Constitution, section 11, 143 (3) (cl of the Florida Statutes, and applicable Rules of the Florida House of Representatives. Said punishment may include imprisonment for up to ninety days and a fine of up to $1,000 per failure to comply.

The attachment referred to as Exhibit A contains the same list as that attached to the Committee subpoena.

Page 13of47

2575

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

The pertinent portion of Article III, Section 5 states:

Section 5. Investigations; witnesses.- Each house, when in session, may compel attendance of witnesses and production of documents a other evidence upon any matter under investigation be e it or any of its committees, and may sh by fine not excee ng one thousand dollars or imprisonment not excee ng ninety days, or both, any person not a member who has been guilty of disorderly or contemptuous conduct in its present or has refuse to ey its lawful summon or to answer lawful questions. Such powers, except the power to punish, may be conferred by law upon committees when the legislature is not in session. Punishment of contempt of an interim legislative committee 11 be judicial proceedings as scribed by law.

Section 11.143 deals with standing or select committees and their powers, and provides, in subparagraph 3(c):

Either house ring session may punish by fine or imprisonment any person not a member who has been guilty of disorderly or contemptuous conduct in its presence or of a refusal to obey its law 1 summons, but such imp sonment must not extend beyond the final adjournment of the session.

Page 14of 47

2576

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

The sixty day 2018 session began on Tuesday January 9,

2018 and is scheduled to be completed 60 days thereafter, i.e., on Friday, March 9, 2018.

The transcript of the January 11, 2018 session on the House floor refers to the PIE Committee

investigating certain Visit Florida contracts related to the production of television programs, and we are trying to find out what the integrity of the contracts are, and the quality of their procurement. Transcript, p.2, D.E.41.

Notwithstanding the clear statutory language of section 11.143{3} (c} specifying 11 such imprisonment must not extend beyond the final adjournment of the session", the transcript of the proceedings on the

House floor reflects the intent of the House to apply an unsupported 90 day period of imprisonment for each day the records are late. Representative Geller's clarifying question (Transcript, p. 9] as to whether they would be seeking, "if the records were a week late, seven times 90 days imprisonment" was met with

Chairman Metz's answer:

Page 15 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

... But if it ends up in a situation where the enforcement power has to be exercised, I want to mention to the body that the penalty is punishable by fine not exceeding $1,000, or imprisonment exceeding 90 days, or both. So there would be an option there with financial penalties or jail or both. And, yes, the report does read that each day of noncompliance is a separate violation. Transcript, p.9, D.E.41.

The February 9, 2018 Hearing Two witnesses testified at the February 9, 2018 hearing, former VF Chief Marketing Officer Paul Phipps and financial consultant/bookkeeper Keith Jordan.

Excerpts of what the witnesses testified to are set forth followed by assessment of the credibility of the witnesses and their demeanor, along with the other evidence.

Paul. Phipps

1. Mr. Phipps started with Visit Florida March 1,

2013, dealing with vendors. Visit Florida is a direct service organization for Enterprise Florida, like the

Seminole Boosters are for FSU, not an actual state agency. He was with FSU previously, involved with

Page 16 of47

2578

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

sports. They were trying to market to people who might

visit Florida.

2. Visit Florida is the brand, and there were

thousands of products, with content product play for

specific platforms, like National Geographic.

3. When he came, they already had a two year

contract with Emeril, who was an influencer for Visit

Florida. They shot it as an "evergreen product", so it

would still be relevant years later.

4. They did a contract with a rap star, Pit Bull,

to reach millenials, who had thought of Florida as a

place for their grandparents to retire and for theme parks.

5. He knows Pat Roberts. In 2015 and 2016, there were maybe a thousand contracts, they all had non­ disclosure provisions in them. They would put together how the money would be paid for deliverables. He had no unilateral authority; there was a process for

Page 17 of47

2579

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

procurement, Florida's was more stringent than other

state. These contracts were for content product. It is

hard to value evergreen products, because the return

keeps growing.

6. They let the vendor keep the copyrights, which

the state could use in the future by paying only a

small fee annually. Also, if Mr. Roberts aired a

program, that would benefit the state.

7. There were dates that worked as trigger dates

For payments; no funds were released until the terms of

the contract were met.

8. There was an audit provision in the contracts.

They did not release funds until the contract was

entirely fulfilled. There was never a time they had to

compel the auditing remedy in the contract.

9. OPPAGA2 does executive branch auditing for the

2 The Florida Legislature's Office of Program Policy Analysts & Government Accountability.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

legislature. He reviewed the OPPAGA Reports as they

came out, to identify deficiencies of Visit Florida.

10. As to sponsorships the Emeril show would

obtain, there were a number of other local partners.

Visit Florida worked with local folks as well, as time

went on.

11. No one ever told Mr. Roberts he was acting as

the state of Florida.

12. Mr. Phipps left Visit Florida in 2016. The

Governor's

Office eliminated his position, he was not really told

why, except he made too much money.

13. He was aware of the PDR [Pit Bull] suit through

the media, about non-disclosing of the compensation

paid to Pit Bull. He was involved in the decision not

to disclose that information. He is not bitter. He will not work for the government again. The decisions about

Pit Bull were politicized, inaccurately.

Page 19 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

14. VF reports to EFI, which reports to state

agency DE03 • There is not really a close relationship

between EFI and VF. VF came out of the Dept of

Commerce, was exempted from state procurement

regulations, they could have non-disclosure. They knew

what they were doing, others downloaded their forms.

15. VF was created by statute, Florida Marketing

and Tourism. VF is funded by public and private

dollars. When he was there, VF got around $74 or $75

million in taxpayer dollars. The mission was to attract

folks from outside the state, as well as

internationally. They focus on yield, economic impact.

You want highest and best use of assets, not just

volume for volume's sake. That has been essentially

neutered legislatively, it's not that effective.

Florida will not be the number 1 leisure destination, the legislature has killed VF.

16. After he left, the effort to increase

3 The F!orlda Department of Economic Opportunity.

Page 20of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

transparency was increased. He's a business guy, trying

to do the right thing. OPPAGA knew what was going on

with VF contracts, it's the legislative audit arm.

17. They took it seriously because they were

dealing with taxpayer dollars. They dealt with deal

points. He was the deal guy. His first season was

probably for the '14-'15 contract, he believes. He

negotiated with Mr. Roberts directly. They have been

friends for maybe 8 or 9 years, at this point. They

were social friends, they met through their wives. Some

of it was calendar year, some was fiscal, as different

things came on.

18. He first talked contracts with Mr. Roberts in mid-2013, about an extension, but there had been general conversations before. His assistant would bullet point things for him to highlight. He was

friends with Mr. Roberts before he started working at

VF. He reviewed the compensation under the contracts, and made sure the compensation was reasonable.

Page21of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

19. They wanted evergreen products because they

could repurpose them and use them in perpetuity. They

needed someone with credibility. The last season was

the last one Mr. Roberts was going to do for them. They

were transitioning toward more evergreen. There was a

two year contract in place before he came, a one year

contract with an option. He is sure, he imagines he

looked at the prior contract when negotiating the

renewal in 2013 for the next contract. That was normal,

that was the procedure. Rather than reducing the price,

he was more focused on more deliverables, more over the

air food network show. They were changing how they were

going to use Emeril, how it should be shot, delivered,

that could increase the cost. He was concerned about

getting the product as he wanted it, was working off a

budget. The changing universe as to how to reach folks made the changes necessary. He wanted more without

having to pay more, so they talked, and he got what

they wanted.

20. Initially the contracts were with MAT Media,

2584

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

they changed that so the local folks contracted with VF

for the deliverables to be received from MAT Media. His

negotiating resulted in higher amounts for MAT Media.

21. TDCs are tourism development, Florida

Restaurant and Lodging, DMOs, VCBs are visitors and

convention bureaus. They receive taxpayer dollars.

22. He arranged for more compensation to be paid

to MAT Media and Mr. Roberts, some were public/private

entities, some were private. He was the chief marketing

officer for VF and personally negotiated the amounts

with Mr. Roberts. He wanted certain content, he wasn't

that concerned with what the vendors were making. He

looked at it from the standpoint of value to VF. Are

they getting better market value for what they are

trying to do, rather than how much is the vendor making, was how they approached it.

23. With MAT Media, they felt the value was in excess to what they were paying. It was good product.

That's why Miami, Fort Walton, Orlando and others

Page 23 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

stayed in. Will Secombe was the CMO. They would get 25

proposals a week. At renewal time, they looked at the

paperwork side by side of current and future contracts.

It wasn't done in a vacuum, they worked closely with

the Governor's Office.

24. They wanted fair market value. They use

longevity as to how long they can use the product, and

for what purpose, then assessed what that was worth to

VF and their partners, Miami, et cetera. Mr. Roberts

would send over a proposal, he and s folks would

analyze, decide what they were going to focus on, then

start negotiating. It was the other partners [not VF or

MAT Media] who wanted to do co-op mar ting through VF

like they did with others. It was the VF partners who made the suggestion, that resulted in the money to MAT

Media goi up.

25. The '14-'15 contract would have a higher number because it included the partners as well as VF. He made the determination as to best value by the group looking

2586

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

at what they were getting, and seeing if that was a

fair price.

26. He has a background in producing, 35 years of

experience. They needed the product in a certain way to

have the shelf life. They went back and forth going

over additional costs to accommodate the items VF

and its partners were asking for. There cou be 10 to

12 people involved in the negotiations. He d not ask

to look at Mr. Roberts boo to see what his costs

were, he knew from his own experience what would cause

costs to go up. It was a little bit of a game, tin

the end he felt they got fair value.

27. As to MAT Media retaining copyrights, that was

done fore he got there, made sure to include a

license, renewable in rpetuity. t's the nature of

business, the one doing the production of content hold onto the copyrights. The $10,000 per year fee was

a reasonable amount.

28. MAT Media owned the content, VF had the right

Page 25 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

to renew to repurpose and use, not exclusively.

29. He was involved in the '15-'16 and 1 16-'17

contracts as to MAT Media as well. He is not sure if

the amounts were higher for the '15-'16 year, he thinks

one year went up, the next year maybe not, if there

were fewer partners. He and his staff looked at the

contract numbers each year. Emeril would pick the

restaurants where he thought he would have a good

experience. He and his staff decided how they would use

it. No one else could deliver Emeril in Florida, he did

look at Oprah's chef, Art Smith, but he did not have

the recognition that Emeril did. If it was over

$35,000, they put it out to bid. Emeril was important

to them, just like Pit Bull was important.

30. They wanted someone who lived in Florida so the endorsement would matter. It had to be authentic.

Emeril became authentic when he because a resident of

Florida. Culinary was one of the top three reasons people decided to come to Florida for leisure travel.

Page 26of 47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Emeril is authentic as a real chef, and is authentic to

Florida. They did not identify anyone else who could help them like Emeril did.

31. Mr. Roberts could not just name his price, because they were doing the cost benefit analysis as to whether it was a fair market value. There was a price that would have been too high. They had their experience, their knowledge about what they needed, and would not have paid more than they thought was right.

National Geographic is a comparable deal. Beauty is in the eye of the beholder.

32. As sponsorships or partnerships, a lot is brand association. Sponsorships can lift the brand. The MAT

Media was content, primarily. The proceeds of ad buys went to MAT Media. There were direct payments to MAT

Media based on deliverables, and more money from ad buys. Mr. Roberts could get certain rebates from the

Film Commission for film shot in Florida, incentive.

That was Mr. Roberts' idea. The Film Commission had no

2589

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

funds, but there were rebates that were returned. One

year they split it, the sales tax rebates, other years

the rebate went to MAT Media, another to VF. The

contracts have a provision MAT Media could sell

sponsorships.

33. In the '14-'15 contract negotiations, he does

not think they discussed the sponsorships. The ones

with the VF partners, they were part of the VF team,

MAT Media was on its own as to any others they wanted

to sell. On the '15-'16 contract, the landscape was

changing, so VF took that into consideration and

reduced the VF money. They did the cooking channel the

first two quarters, then MAT Media added the food network, and VF paid more, the amount needed to add the

food network. He saw the paperwork Mr. Roberts brought them, as requested by the VF partners, who thought the food network was more relevant.

34. In the '16-'17 contract, it was like the year

Page28of47

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before. For the three years, there was a certain

guarantee for MAT Media. The Florida Restaurant folks

had some marketing in a trust fund, those were

additional dollars through VF to MAT Media.

35. He knows about IRS tax forms and business

ledgers. The evidence about the back and forth [of che

contracting] would be verbal discussion, there were

emails in the contracting cycle, procurement. Tax

returns of Mr. Roberts would not contain any back and

forth information nor would the general ledger.

36. The Pit Bull suit had to do with the amounts

paid to Pit Bull, not what Pit Bull did with the money.

The Speaker had seen the contract the day before the

suit was filed, and signed off on the NDA, then filed

the suit.

37. MAT Media did not have a guarantee that would have paid if they did not provide the deliverables.

38. The VF analysis of value is part of the VF

Page 29 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

records and should still be available from VF. If MAT

Media delivered the deliverables, they would have been paid the contract amount.

Keith Jordan

1. He is an accountant, degree FSU. He is a financial consultant. He is a treasurer for an organization. He knows Mr. Roberts, met him in the

90's, hired by one of the companies he was running, proposition for limited casinos. He still does some accounting for Mr. Roberts, including personal and some businesses, including MAT Media.

2. He has handled MAT Media from its inception, whenever it was incorporated. He was doing Mr. Roberts' personal accounting since '08-'09, bookkeeping. For

MAT Media, he would receive funds, make deposits, prepare checks, enter them in the checkbook. MAT Media has its own set of books. The records are totally separate.

3. Either the receipts were mailed or emailed. Mr.

Page 30of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Roberts would sign the outgoing checks. Someone would

submit a bill, he had nothing to do with operations, he

would prepare the check and route it to Mr. Roberts in

Quickbooks. It is searchable, by terms, date ranges,

types of expense. He would input the vendor and type

and amount of expense. The expenses were related to

seasons, rather than date range. He would take deposits

and make the deposits, a lot per week. He believes it

was for Emeril's, as well as for others. He does not believe the classification was set up until season 3.

If a classification field were set up, it would be

searchable. There were hard copies of every invoice and

a stub for each check; Mr. Roberts has those records at his office. He only has the digital Quick books file.

4. He was involved in preparing the rebate forms

For the Film Commission tax rebates. He may have submitted some online, but Mr. Roberts provided the information. He looked at the Film Commission applications this morning, he did not recall them, and spoke with Mr. Roberts' attorneys.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

5. He provided the P & L statements, he thought

Were for two years, it might have been three. It was a

statement for all of MAT Media's operations. Emeril

Florida was included, but so were others. MAT Media

does not le its own tax return, it shows on Mr.

Roberts' personal return. Thomas Howell Ferguson does

Mr. Roberts' taxes. He exports the formation to

Excel, then forwards that to the CPA. The general

ledger is not broken out by vendor, but you could sort

by vendor. He was not asked to print out the Emeril's

Florida information. He was asked to print out the

expenses within the past month or so, the general

ledger. If he were asked to pull the information for

seasons 3, 4 and 5, that would be just a matter of minutes. Mr. Roberts has his own personal checkbook, and MAT Media has its own.

6. He mainly does bookkeeping, someone else does account Information as to seasons 1 and 2 would include all MAT Media expenses and projects. While

Page32 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

certain things were identified by season, they were not

all done that way, so the entire list would have to be

reviewed.

7. For the rebate, expenses had to be estimated fo

the next season. There was never a comparison of actual

costs with the estimated ones, for the Film Commission.

There was a separate audited document at the end of the

expense year, and that information is available from

the Film Commission.

8. Nothing in the ledger relates to procurement.

The tax returns are not segregated by MAT media's

separate projects.

Findings of Fact and Conclusions of Law

Based on the foregoing testimony, the Court's

review of the contracts and other documents reviewed in camera, the credibility and demeanor of the witnesses considered in the light of all of the evidence, the contents of the court file~ and the Court being otherwise fully advised in the premises, the Court

Page33of47

2595

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

makes the following findings of fact and conclusions of law:

1. Visit Florida between 2012 and 2016 entered into a series of contracts with MAT Media by which MAT Media created and produced video programming utilizing

Florida-based content produced on location throughout

Florida hosted by Emeril Lagassee ("Emeril's Florida").

2. The contracts also called for MAT Media to create and produce a number of ancillary products in support of the Emeril's Florida show.

3. The House Litigants have copies of contracts between MAT Media and Visit Florida.

4. Under the contracts, MAT Media retained all ownership and copyright of the original television episodes, web videos, web articles, and photos.

5. Pursuant to its contracts with Visit Florida,

Page 34of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

MAT Media contends it produced 62 episodes of the

Emeril Florida show; 248 segments; 150 vignettes; 300

photos; 62 web articles; 468 airings on Scripps

Networks (Cooking/ Food); 2,808 30-second son

Scripps Network, and 2,340 5-second billboards on

Scripps Network, in addition to other social and

digital media products; the House Litigants offered no

evidence to the contrary.

6. The programming and ancillary products required

under the aforementioned contracts between sit

Florida and MAT Media were delivered and sit Florida

accepted them. Neither party to those contracts have

alleged that any of the contracts have been breached in

any way, and Visit Florida did not ask for any audit of

MAT Media as it was entitled to under the contracts.

7. The major sponsor for Emeril's Florida show for

all 5 seasons was Visit Florida. In addition to sit

Florida, several Florida Convention and Visitor Bureaus or Tourist Development Councils sponsored various

2597

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

seasons throughout the 5 years, and in addition to these sponsors, the Florida Restaurant & Lodging

Association and Fresh From Florida partnered with Visit

Florida in promoting the state.

8. MAT Media contends there was no revenue generated from any private tourism corporation or other entities during the 5 years run of the show, and the

House Litigants offered no evidence to the contrary.

9. MAT Media is not a state agency, and did not function as a state agency.

10. The nature and scope of the investigation undertaken by the House and the Public Integrity and

Ethics Committee's described during the January 11,

2018 debate on issuance of the House subpoenas as:

... investigating certain Visit Florida contracts related to the production of television programs, and we are trying to find out what the integrity of the contracts are [sic], and the quality of their procurement.

Page 36of47

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11. The House PIE Committee considered and

passed HB 7037 to address procurement contract issues;

the bill is moving forward in the process. A Senate

companion bill, SB 1534, is also pending.

12. The greater weight of the credible evidence

established that neither the executive branch audit

process nor the OPPAGA/ legislative branch audit

process identifi any noncompliance of MAT Media.

13. In 1980, Floridians adopted a constitutional

right of privacy. Article I. section 23 provides in

pertinent part:

Every natural person has the right to be let alone and free from governmental intrusion into the person's private life except as otherwise provided here

14. The greater weight of the credible evidence clearly establishes that none of the information in the

financial records or tax returns would shed light on the back and forth negotiations that led to the Visit

Page 37 of 47

2599

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Florida/Mat Media contracts. See Mr.

testimony, paragraph 35. In camera review of

confidential Court exhibits 1 [MAT Media schedule C

reports], 2 [redacted MAT Media ledger relating to

Emeril 's Fl da project] 3 [MAT Media complete

ledger, unredacted, relating to all of the MAT Media

projects, not just Emeril's orida] revealed nothing

appropriately pertinent to "the integrity" of the Visit

Florida contracts or the "quality" of the procurement

programs. The items are simply not germane or pertinent

to the investi tion, nor does the House's

investigation power outwei the privacy protection of

Mr. Roberts and his company's formation. Requiring

production of the records would be approval of the very

sort of governmental intrus prohibited Article I,

section 23, Florida's Right of Privacy.

15. As to the PIE Committee and House Subpoenas directed to Mr. Roberts, there is no basis for the subpoena's request in paragraph 20 for income received by Mr. Roberts in connection with production airing

Pagels of 47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

of Emeril's Florida for 2012-2017. Any funds Mr.

Roberts received from MAT Media were personal funds derived from MAT Media, not taxpayer funds. [The issue in the Pit Bull case dealt with how much VF paid him, not what he spent the money on]. Here, VF had no contract with Mr. Roberts, and paid him no taxpayer funds. Any taxpayer funds paid to MAT Media relating to the Emeril's Florida contract are reflected in the contracts the House Litigants have. Documentation as to how MAT Media spent its money is irrelevant and not germane to the House's investigation, as evidenced by the PIE Committee bill, with accompanying staff analysis moving forward in the process.

16. The attempts of the House PIE Committee and the

House even before the 1980 adoption of the constitutional protection of his right to privacy would constitute an unjustifiable encroachment upon Mr.

Robert's right to privacy under the balancing test required by Hagaman v. Andrews, 232 So.2d 1, 16-17

(Fla. 1970).

Page39of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

That Court noted, at 16-17:

We cannot simply assume, however, that every legislative investigation is justified by a public need that overbalances any private rights affected. To do so would be to abrogate the responsibility placed by the Constitution upon the Judiciary to insure that the Legislature does not unjustifiably encroach upon an individual's rights to privacy nor abridge his liberty, his speech, or assembly, nor engage upon unwarranted witch hunts.

17. Further 1 unlike Hagaman, where the Supreme

Court found the subpoenaed records were germane to the

subject of the legislative investigation, the record

before this Court shows that the finan al and tax

records sought in paragraphs 18 and 19 of the MAT Media

subpoena and in 18r 19 and 20 of the subpoena rected

to Mr. Roberts are not germane to the integrity of the procurement contracts.

18. The House subpoenas read in pari materia with

the transcript of the House proceedings show the overreaching and coercive intent of the Speaker and

Chairman, mistaking the potential sanctions for noncompliance.

19. The Florida Supreme Court observed in Gibson v.

Page40of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Florida Legislative Investigation Committee, 108 So.2d

729 (Fla. 1959) (the legislature was investigating

possible communist party infiltration of various

legitimate groups):

It has long been recognized that a legislative body has the power to conduct investigations in order to obtain information on subjects of legislation. Implicit in the power to legislate is the authority to seek out and acquire needed information in the rightful exercise of that power. This may be done through duly constituted committees .... We here inject the warning that this is not an unbridled power of government. Moderation, restraint and caution should be the rule in exercising it. If not circumscribed by reasonable limitations it is one which could lead to abuses with attendant encroachments on individual liberties. The privilege should never be sadistically employed as a media to "hunt witches". It should never be exercised merely for the sake of disclosure to the detriment of the citizen under interrogation. Legitimate legislative action is the ultimate objective and the prime justification for the inquiry.

Id., at 737.

20. The Gibson court noted that "questions propounded in a legislative investigation should be pertinent to the subject of the inquiry" citing Watkins v. United States, 354 U.S. 178, 77 S.Ct. 1173, IL.Ed.

1273 (1957). Id., at 740. The documents subpoenaed in

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Gibson were "the books, records and membership lists of

NAACP". Id., at 742. The primary objection was to the production of the membership lists and the Court itself stated: "We have the view that the other records are of no material consequence here". Id., at 742. As to the membership lists, the Court ruled that the lists should be available to the witness for review only if the pertinency of a particular question was made indisputably clear:

In an investigation of this nature, unless the pertinency of the question is indisputably clear, when a witness objects on grounds of lack of pertinency, it is the duty of the investigative body to point out the manner in which the propounded question is pertinent to the subject of the inquiry.

Id., at 746.

21. The exhibit at Tab E with a USB drive with the

Corcoran Family Super Bowl ad [in which Speaker

Corcoran claims to have gotten taxpayer money back from

Pit Bull] is not relevant to the issues before the

Court, but - along with the Speaker's PDR [Pit Bull]

2016 lawsuit - does provide a valid concern to MAT

Page42of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Media and Mr. Roberts about whether Speaker Corcoran

the other House members and staff would remember they are not above the law and must maintain the confidentiality of trade secret information provided under subpoena.

22. The Speaker's action in filing suit to enforce

House PIE Committee subpoenas was appropriate, just as the MAT Media/Mr. Roberts suit for declaratory and injunct relief was appropriate. Accordingly,

House motion to dismiss the amended complaint in Case

No: 2017-CA-2284 is deni

23. In their papers in opposition to the motion for reconsideration of the February 5, 2018 order, the

House Litigants suggest that MAT Media has no protected privacy interest in its journals, ledgers and other papers, ing the Article I, section 23 right to privacy of natural persons. Such an approach is inappropriately tunnel-visioned, and ignors that the records subpoenaed must be properly pertinent. It further ignores other authorit s recognizing that

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

corporations have similar rights to those of individuals. See, e.g., Citizens United v. Federal

Election Commission, 558 U.S. 310 {2010}

24. Under the circumstances existing here, the PIE

Committee subpoenas as to paragraphs 18 and 19 of the

MAT Media subpoena, and 18, 19 and 20 of the Roberts subpoena are not valid, and MAT Media and Mr. Roberts need not produce the subpoenaed financial records and tax returns.

25. The House subpoenas are facially defective, and do not comply with or accurately reflect the level of punishment the House may impose4 • Even apart from the

House subpoenas neglecting to mention that imprisonment must end by the last day of the session, the records subpoenaed are neither germane nor pertinent to the scope of the investigation, and will clearly add nothing appropriate to the investigation.

Based on the foregoing, it is hereby

ORDERED AND ADJUDGED as follows:

4 Even contempt of Judicial proceedings have a llmlt of five months, 29 days {179 days]. If the House threatened longer imprisonment, it would need Rules providing for appointment of counsel to those unable to afford their own counsel and, possibly, right to a Jury Trial.

Page44of47

2606

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

1. The House Litigants' motion [to enforce paragraphs 18 and 19 of the MAT Media subpoenas, and paragraphs 18, 19 and 20 of the subpoena directed to

Mr. Roberts in the PIE Committee and House subpoenas]

is denied.

2. The House and PIE Committee subpoenas are

Quashed, as to the pertinent paragraphs at issue.

3. The House Litigants' motion for judgement on the pleadings has previously been denied. The February 9,

2018 evidentiary hearing resolved the issues of fact,

leaving no further matters pending as to Case 2017 CA

2368.

4. The House Litigants' motion to dismiss the

amended complaint in Case No. 2017 CA 2284 is denied,

as a cause of action is stated. Because the February 9,

2018 evidentiary hearing resolved any factual issues,

and because the House Litigants fully presented their position, there are no further proceedings needed as to

Case No. 2017 CA 2284.

Page4Sof47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

5. MAT Media's and Mr. Roberts' requests for

declaratory relief are granted. The challenged paragraphs of the PIE Committee and House subpoenas are

not validly drawn, and are quashed, with no obligation

on MAT Media and Mr. Roberts to produce any documents pursuant to the challenged paragraphs of the subpoenas.

6. MAT Media and Mr. Roberts are deemed the prevailing parties. The earlier order of February 5,

2018 remains in effect as to the trade secret protection of the five contracts. The Court reserves

jurisdiction to consider appropriate motions directed

to this order or to tax costs, if any are filed.

DONE AND ORDERED this \'=l,~day of February, 2018

in Tallahassee, Leon County, Florida.

KAREN GIEVERS Circuit Judge

Copies furnished to:

Adam S. Tanenbaum, Esq. [email protected]

~\ l CA ;>-.ot i lf Page46of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

R. Timothy Jansen, Esq. jansen@jansenanddavi~.com

Adam J. Komisar, Esq. [email protected]

Mark Herron, Esq. [email protected]

Thomas M. Findley, Esq. [email protected]

Page47of47

2609

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

20180009191 ELECTRONICALLY RECORDED IN THE PUBLIC RECORDS OF LEON COUNTY, FL BK: 5161 PG: 593 02/15/2018 at 05:14 PM GWEN MARSHALL, CLERK OF COURTS

Filing# 67988920 E-Filed 02/14/2018 09:31:19 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA CIRCUIT CNIL DNISION

REP. LARRY METZ et al.,

Defendants/Appellants,

v. Case No. 2017 CA 002284

MAT MEDIA, LLC, and CHARLES "PAT" ROBERTS,

P laintif.fs/Appellees, ______...... ,!

SPEAKER RICHARD CORCORAN ex rel. HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

P laintifflAppellant,

v. Case No. 2017 CA 002368

MAT MEDIA, LLC and CHARLES "PAT" ROBERTS,

Defendants/Appellees. ______/

NOTICE OF APPEAL NOTICE IS GWEN that Representative Larry Metz and the other defendants in Case No.

2017 CA 002284; and Speaker of the Florida House Richard Corcoran, on behalf of the House

Public Integrity and Ethics Committee ("PIEC"), as plaintiff in Case No. 2017 CA 002368-

collectively referenced as the "House Litigants"•-appeal to the District Court of Appeal, First

District, the Order on Final Evidentiary Hearing and Final Judgement rendered by this Court on

February 14, 2018, in both of these consolidated cases. A conformed copy of the final order is

attached hereto.

2610

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 594

In Case No. 2017 CA 002284, MAT Media, LLC and Charles "Pat" Roberts sued the

House Litigants and challenged both PIEC's and the House's subpoenas issued to them. In Case

No. 2017 CA 002368, the Speaker, on behalf of PIEC, sued MAT Media and Mr. Roberts

pursuant to section 11.143(4)(b), Florida Statutes, to enforce the same PIEC subpoenas.

The nature of the February 14, 2018, order is a final order denying the House Litigants'

motion to dismiss the amended complaint filed by MAT Media and Mr. Roberts, granting

declaratory relief, and quashing parts of both the PIEC's and the House's subpoenas in Case No.

2017 CA 002284. The February 14, 2018, order also is a final order denying in part the

Speaker's petition to enforce PIEC's subpoenas and keeping in place a prior order enforcing

against MAT Media and Mr. Roberts other portions of those same subpoenas in Case No. 2017

CA 002368. The February 14, 2018, final order otherwise purports to dispose of both complaints

pending before the Court.

Respectfully submitted,

ls/Adam S. Tanenbaum ADAMS. TANENBAUM (FBN 117498) General Counsel adam. [email protected] J. MICHAEL MAIDA (FBN 95055) Deputy General Counsel [email protected]

FLOR1DA HOUSE OF REPRESENTATIVES 418 The Capitol 402 South Monroe Street Tallahassee, Florida 32399-1300 Phone: (850) 717-5500

Counsel for the Speaker and the Other House Litigants as Appellants

2

2611

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 595

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 14th day of February, 2018, a true copy of the

foregoing notice of appeal and the attached conformed copy was filed electronically with the

Clerk of Court through the Florida Courts eFiling Portal, which shall serve a copy via email to

the following counsel of record, constituting compliance with the service requirements of Florida

Rule of Judicial Administration 2.516(b), Florida Rule of Civil Procedure 1.080(a), and Florida

Rule of Appellate Procedure 9.420(c):

R. TIMOTIIY JANSEN, ESQUIRE MARK HERRON, ESQUIRE ADAM J. KOMISAR, ESQUIRE THOMAS M. FINDLEY, ESQUIRE jansen®i ansenanddaxis.com mherron@la:w:fla.com [email protected] [email protected] JANSEN & DAVIS, P.A. MESSER CAPARELLO, P.A. 1206 North Duval Street Post Office Box 15579 Tallahassee, Florida 32303-6115 Tallahassee, Florida 32317 (850) 224-1440 (850) 222-0720

ls/Adam S. Tanenbaum ATTORNEY

3

2612

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 596

Filing# 67979978 E-Filed 02/14/2018 04:26:39 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT, IN ."iND FOR LEON COUNTY, FLORIDA

MAT MEDIA, LLC. AND CHARLES PAT ROBERTS,

Plaintiffs,

v. Case No. 2017 CA 84 LARRY METZ, CHAIRMAN, etc., Defendants. ______/

SPEAKER CHARD CORCORAN, etc. et al. ,

Plaintiffs,

v. Case No. 2017 CA 2368 MAT MEDIA, LLC. AND CHARLES "PAT" ROBER'I'S,

Defendants. ______/

ORDER ON FINAL EVIDENTIARY HEARI:NG AND FINM~ JUDGEMENT

THESE CAUSES came before the Court on February 9,

2018 for a final evidenti hearing. Attorneys Herron

and Komisar were present for MAT Media and Mr. Roberts,

with Mr. Roberts present as well. House General Counsel

Tanenbaum and Deputy General Counsel Maida were present

Page 1 of47

2613

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 597

for the House Litigants, with Staff Director Rubottom

present as well. A court reporter was also present.

The primary issues remaining at the time of the

final February 9, 2018 hearing revolved around the

factual questions listed in the MAT Media/ Mr. Roberts'

notice of factual issues to be tried [D.E. 61 in the

2017 CA 2284 case]. Specifically, the House Litigants

contend they are entitled to production of the MAT

Media financial records and tax returns subpoenaed,

while MAT Media and Mr. Roberts contend the House

Public Integrity and Ethics [PIE] Committee subpoenas

and House subpoenas are overly broad and unlawful, and

cannot properly compel production of the subpoenaed financial documents.

For the reasons set forth below, the two House

subpoenas for MAT Media's and Mr. Roberts' records are

quashed. Further the PIE Committee subpoenas for MAT

Media's financial records and tax returns [listed in

paragraphs 18 and 19 of the Committee subpoena for MAT

Media]and MAT Media's financial records and tax returns

Page 2 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 598

and Mr. Roberts' tax returns [listed in paragraphs 18,

19 and 20 of the Committee subpoena to Mr. Roberts] are

quashed; MAT Media's and Mr. Roberts 1 requests for

declaratory relief are granted. 1

The cases arise from an ongoing dispute between

Florida's Executive Branch and the House of

Representatives about the Executive Branch's use of

state tax dollars to fund efforts of Visit Florida [VF]

and Enterprise Florida [EFJ to attract tourists to

Florida. A prior year's skirmish involved the VF

contract with Pit Bull and his related entity, PDR;

that contract had a non-disclosure agreement [NDA] as

to the amount Pit Bull was to be paid for his role in a

tourist attraction ad campaign. House leaders

apparently disliked the use of NDA provisions in the VF

contracts.

1 Although House General Counoal Tanenbaum atatad at the January 30, 2018 hearing, and at the final evidantiacy haaring on FehcJary S, 2016 that the House PIE Committee and thf.l Hou,r,e Litig.ints were not .!eeking Mr. Roberts' financial information, records or rox returns, neither tho House nor ,:;ornrnittee wj, thdr'i!'rl their subp,>'s'na,; dii::act;z,d to z-tr. Floberts,

Page 3 cf47

2615

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 599

Testimony at the February 9, 2018 hearing from

former VF marketing director Paul Phipps revealed how

ker Corcoran saw the Pit Bull/PDR contract with the

NDA one da.y, en l s t against PDR the next,

seeking a declaratory judgement that he and other House

members would be completely immune from civil or

criminal liability for disclosing confidential

formation. Later same , Pit Bull tweeted the

amount was pa under the VF contract, and the lawsuit went no further.

The next VF transaction House turned its

ion to was the VF contract with MAT Media

providing certain "deliverablesn with Chef Emeril

Lagasse's promoting Florida, known as Emeril 1 s Florida;

the VF/MAT Media contracts spanned from 2012 through

2017.

?;f,l~. J?,;rocedural.. ,.Bapkground of the Cases

At the heart of the two cases are two sets of

subpoenas for the production of documents. Each set

consisted of a subpoena directed to MAT Media, a

Page4of 41

2616

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 600

limited liability company, and a subpoena directed to

Mr. Roberts, the owner of MAT Media.

The PIE Committee served the first set of subpoenas

in October 2017, when the Legislature was not in

session. On November 3, 2017, MAT Media and Mr. Roberts

filed suit, seeking declaratory and injunctive relief

relating to the PIE Committee set of subpoenas. Twelve

days later, on November 15, 2017, Speaker Corcoran

filed suit to compel MAT Media and Mr. Roberts to

comply with the PIE Committee subpoenas.

MAT Media and Mr. Roberts filed a motion in each

case for in camera review, and answered the complaint

in the 2017 CA 2368 case. The House Litigants moved to

dismiss the complaint in the 2017 CA 2284 case, and

moved for judgement on the pleadings in the 2017 CA

2368 case.

After the Legislature went into session in January,

2018, the House itself issued a second set of

subpoenas, directed to MAT Media and Mr. Roberts,

PageSof47

2617

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 601

respectively. MAT Media and Mr. Roberts filed an

amended complaint in the 2017 CA 2284 case, which the

House Litigants moved to dismiss, their first motion

having been mooted by the filing of the amended

complaint. On January 23, 2017, without further

objection of the parties, the two cases were

consolidated with the lower numbered, first-filed case,

Case No. 2017 CA 2284.

The Court held a case management conference on

January 30, 2018, reflecting the parties' positions at

that time, and the parties' actions prior to that

hearing. After reviewing the proffered alleged "trade

secret" documents responsive to the first four

paragraphs in the MAT Media subpoenas from the

Committee and the House, the Court entered an order on

February 5, 2018 compelling the production of the five

contracts, and continuing the protected status of the

trade secret documents. The February 5, 2018 order

also provided for the still-pending financial records

to be provided, as neither the financial records nor

Page6of47

2618

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 602

tax returns had been submitted for the Court's review in camera.

Between the January 30, 2018 hearing and the entry

of the February 5, 2018 order, the House Litigants

asked that the Court take judicial notice of certain

pending legislation, HB 7073 and its Senate companion,

dealing with the executive branch procurement process.

On February 6, 2018, MAT Media and Mr. Roberts

filed an emergency motion for reconsideration of the

February 5, 2018 order, and the Court set the matter

for the requested evidentiary hearing, to take place on

February 9, 2018.

On February 8, 2018, following receipt of a

subpoena ~erved on PIE Cownittee Chairman Metz for the

February 9 hearing, the House filed an emergency motion

to quash the subpoena. The Court set the motion for

telephonic hearing on February 9, 2018, reviewed the

parties' papers, heard the arguments and entered an

order quashing the subpoena.

Page 7 of47

2619

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 603

The Key Issues Remaining

The procedural entanglements of the two now-

consolidated cases partially obscure the fact that the

key issue underlying these cases is the extent of

legislative power to subpoena records and information

believed necessary to the legislative function.

Article III of Florida's Constitution relates to

the Legislature; Section 5 of Article III provides

constitutional authority for compelling attendance of

witnesses and production of documents and other

evidence both when the legislature is in session and

when it is not in session. Section 5 does not expressly

provide the legislature with authority to compel

production of documents and papers that are

constitutionally protected, such as in Article I,

Section 23 [Right to Privacy] or the Fourth and Fifth

Amendments to the United States Constitution.

Florida's constitutional right to privacy in

Article I, Section 23 was adopted in 1980; in the mid"'"

1990's, the legislature modi.tied section 11.143 (2) and

2620

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 604

(3), Florida Statutes to expressly provide that the

legislative committees may compel production of

confidential papers. Neither side challenges the

constitutionality of the statutory provision, but MAT

Media and Mr. Roberts challenge the validity of the

subpoenas relative to the financial information sought,

particularly in light of Florida's constitutionally

protected right to privacy.

~egislative Investigative Powers

As the Florida supreme court recognized in Johnston

v. Gallen, 217 So.2d 319, 321 (Fla.1969),

The power of investigation is a necessary adjunct to the exercise of the power to legislate. But the power is not an unbridled one. It must be circumscribed by reasonable limitations and should never be used to "hunt witches".

Id. at 321. In Seta Corp. or Boca, Inc. v. Office of

Atty Gen., Depart. Of Legal Affairs, State o.f Fl,::1., 756

So.2d 1093, 1094 {Fla. 4th DCA 2000), the reviewing

court recognized the different posture when the

subpoenaing entity is the State of Florida, and not a

Page 9of47

2621

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 605

competitor. There, the court ruled that personnel

records were not pertinent to the ongoing investigation

and denied the request for those documents, while

ordering the other records produced to the State, with

the entity being entitled to ten days' notice to seek a

court order if the state received a request under the

public records laws for the confidential records. Seta,

supra at 1094.

The Comm;~tee Subpoenas

The PIE Committee subpoenas are in evidence at Tab

F of the parties' stipulated exhibits to the February

9, 2018 hearing. The first subpoena is signed and dated

on October 12, 2017, directed to MAT Media LLC, c/o

Charles Pat Roberts, Registered Agent and Managing

Mernbe:;::, The still pertinent paragraphs are numbered 18

and 19:

18. All journals, ledgers, books and records concerning the production and airing of Emeril's Florida for years 2012-2017.

19. Federal tax returns for MAT Media, LLC for 2012-2016.

Page 10of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 606

'l'he second PIE Committee subpoena is signed and.

dated on October 12, 2017, directed to Charles Pat

Roberts, with pertinent paragraphs 18, 19 and 20:

18. All journals, ledgers, books and records co11cerning the production and airing of Emeril's Florida for years 2012-2017. 19. Federal tax returns for MAT Media, LLC for 2012-2016.

20. All income received by Charles Patrick Roberts in conneccion with the production and airing of Emeril's Florida for 2012-2017.

The front page of each of the Committee subpoenas

directed to MAT Media and Mr. Roberts states in

pertinent part:

If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be in contempt of the House of Representatives and may be punished according to article III, section 5 of the Florida Constitution, section 11.143 of the Florida Statutes, and applicable Rules of the House of Representatives.

While Article III, section 5 of the Florida

Constitution does provide the House with the power to

punish, the pertinent portion of section 5 states:

Page 11 of47

2623

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 607

Section 5 .... Such powers, except the power to punish, may be conferred by law upon committees when the legislature is not in session. Punishment of contempt of an interim legislative committee shall be by judicial proceedings as prescribed by law.

This language is presumably the reason for Speaker

Corcoran's November 15, 2017 filing the complaint in

Case No. 2017 CA 2368 relative to the "not in session"

PIE Committee subpoenas.

The House Subpoenas

The excerpt of the transcript of the House

proceedings on January 11, 2018 relating to the

issuance of the House subpoenas is contained in D.E.41

in Case No. 2017 CA 2284, the notice of filing federal

court documents pursuant to order setting case

management conference, Tab 1 of the notebook, pages 18

through 29 of 33. The two House subpoenas are in the

agreed exhibit notebook for the February 9, 2018

hearing, at Tab G, the PIE Committee subpoenas at Tab

F.

Page 12 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687 OR BK: 5161 PG: 608

The first House subpoena is signed and dated

thursday, January 11, 2018 directed to MA'l' Media, LLC,

Records Custodian. The custodian is directed to bring

the records listed on the attached Exhibit A for review

on Tuesday, January 16, 2018. The second House

subpoena is also signed and dated January 11, 2018, and

is directed ta Mr. Roberts, who is directed to bring

the records listed on the attached Exhibit A for review

January 16, 2018.

The language regarding failure to appear as

specified states:

If you fail to appear as specified, or fail to furnish the records instead of appearing as provided above, you may be held in contempt of the Florida House of Representatives and may be punished according to article III, section 5 of the Florida Const.itution, section 11t 143 (3) (cl of the Florida Statutes, and applicable Rules of the Florida House of Representatives. Said punishment may include imprisonment for up to ninety days and a fine of up to $1,000 per failure to comply. The attachment referred to as Exhibit A contains the

same list as that attached to the Committee subpoena.

Page 13 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 609

The pertinent portion of Article III, Section 5

states:

Section 5. Investigations; witnesses.- Each house, when in session, may compel att8ndance of witnesses and production of documents and other evidence upon any matter under investigation before it or any of its committees, and may punish by fine not exceeding one thousand dollars or imprisonment not exceeding ninety days, or both, any person not a member who has been guilty of disorderly or contemptuous conduct in its present or has refuse to obey its lawful summon or to answer lawful questions. Such powers, except the power to punish, may be conferred by law upon committees when the legislature is not in session. Punishment of contempt of an interim legislative committee shall be by judicial proceedings as prescribed by law.

Section 11.143 deals with standing or select

committees and their powers, and provides, in

subparagraph 3(c):

Either house during the session may punish by fine or imprisonment any person not a member who has been guilty of disorderly or contemptuous conduct in its presence or of a refusal to obey its lawful summons, but such imprisonment must not extend beyond the final adjournment of the session.

Page 14 of 47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 610

The sixty day 2018 session began on Tuesday January 9,

2018 and is scheduled to be completed 60 days

thereafter, i.e., on Friday, March 9, 2018.

The transcript of the January 11, 2018 session on

the House floor refers to the PIE Committee

investigating certain Visit Florida contracts related to the production of television programs, and we are trying to find out what the integrity of the contracts are, and the quality of their procurement.

Transcript, p.2, D.E.41.

Notwithstanding the clear statutory language of

section 11.143(3) {c) specifying "such imprisonment must

not extend beyond the final adjournment of the

session", the transcript of the proceedings on the

House floor reflects the intent of the House to apply

an unsupported 90 day period of imprisonment for each

day the records are late. Representative Geller's

clarifying question [Transcript, p. 9] as to whether

they would be seeking, "if the records were a week

late1 seven times 90 days imprisonment" was met with

Chairman Metz's answer:

Pagels d47

2627

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 611

... But if it ends up in a situation where the enforcement power has to be exercised, r want to mention to the body that the penalty is punishable by fine not exceeding $1,000, or imprisonment exceeding 90 days, or both. So there would be an option there with financial penalties or jail or both. And, yes, the report does read that each day of noncompliance is a separate violation. Transcript, p.9, D.E.41.

The Februaey 9, 2018 Hearing

Two witnesses testified at the February 9, 2018

hearing, former VF Chief Marketing Officer Paul Phipps

and financial consultant/bookkeeper Keith Jordan.

Excerpts of what the witnesses testified to are set

forth followed by assessment of the credibility of the

witnesses and their demeanor, along with the other

evidence.

Pau1 Phipps

1. Mr. Phipps started with Visit Florida March 1,

2013, dealing with vendors. Visit Florida is a direct

service organization for Enterprise Florida, like the

Seminole Boosters are for FSU, not an actual state

agency. He was with FSU previously, involved with

Page 16of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 612

sports. They were trying to market to people who might

visit Florida.

2. Visit Florida is the brand, and there were

thousands of products, with content product play for

specific platforms, like National Geographic.

3. When he came, they already had a two year

contract with Emeril, who was an influencer for Visit

Florida. They shot it as an "evergreen product", so it

would still be relevant years later.

4. They did a contract with a rap star, Pit Bull,

to reach millenials, who had thought of Florida as a

place for their grandparents to retire and for theme

parks.

5. He knows Pat Roberts. In 2015 and 2016, there

were maybe a thousand contracts, chey all had non­

disclosure provisions in them. They would put together

how the money would be paid for deliverables. Ha had no

unilateral authority; there was a process for

Page 17 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 613

procurement, Florida's was more stringent than other

state. These contracts were for content product. It is

hard to value evergreen products, because the return keeps growing.

6. They let the vendor keep the copyrights, which

the state could use in the future by paying only a

small fee annually. Also, if Mr. Roberts aired a

program, that would benefit the state.

7. There were dates that worked as trigger dates

For payments; no funds were released until the terms of

the contract were met.

8. There was an audit provision in the contracts.

They did not release funds until the contract was

entirely fulfilled. There was never a time they had to

compel the auditing remedy in the contract.

9. OPPAGA2 does executive branch auditing for the

2 The Florida Legislature's Office of Program Policy Analysis & Government Accountability.

Page 18 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 614

legislature. He reviewed the OPPAGA Reports as they

came out, to identify deficiencies of Visit Florida.

10. As to sponsorships the Emeril show would

obtain, there were a number of other local partners.

Visit Florida worked with local folks as well, as time went on.

11. No one ever told Mr. Roberts he was acting as

the state of Florida.

12. Mr. Phipps left Visit Florida in 2016. The

Governor's

Office eliminated his position, he was not really told

why, except he made too much money.

13. He was aware of the PDR [Pit Bull] suit through

the media, about non-disclosing of the compensation

paid to Pit Bull. He was involved in the decision not

to disclose that information. He is not bitter. He will

not work for the government again. The decisions about

Pit Bull were politicized, inaccurately.

Page 19 of47

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 615

14. VF reports to EFI, which reports to state

agency DE03 • There is not really a close relationship

between EFI and VF. VF came out of the Dept of

Commerce, v-laS ex,~mpted from state procuremE!nt

regulations, they could have non-disclosure. They knew

what they were doing, others downloaded their forms.

15. VF was created by statute, Florida Marketing

and Tourism. VF is funded by public and private

dollars. When he was there, VF got around $74 or $75

million in taxpayer dollars. The mission was to attract

folks from outside the state, as well as

internationally. They focus on yield, econornic impact.

You want highest and best use of assets, not just

volume for volume's sake. That has been essentially

neutered legislatively, it's not that effective.

Florida will not be the number 1 leisure destination,

the legislature has killed VF.

16. After he left, the effort to increase

3 The Florida Department of Economic Opportunity.

Page 20 of41

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 616

transparency was increased. He's a business guy, trying

to do the right thing. OPPAGA knew what was going on

with VF contracts, it's the legislative audit arm.

17. They took it seriously because they were

dealing with taxpayer dollars. They dealt with deal

points. He was the deal guy. His first season was

probably for the '14-'15 contract, he believes. He

negotiated with Mr. Roberts directly. They have been

friends for maybe 8 or 9 years, at this point. They

were social friends, they met through their wives. Some

of it was calendar year, some was fiscal, as different things came on.

18. He first talked contracts with Mr. Roberts in

mid-2013, about an extension, but there had been

general conversations before. His assistant would

bullet point things for him to highlight. He was

friends with Mr. Roberts before he started working at

VF. He reviewed the compensation under the contracts,

and made sure the compensation was reasonable.

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 617

19. They wanted evergreen products because they

could repurpose them and use them in perpetuity. They

needed someone with credibility. The last season was

the last one Mr. Roberts was going to do for them. They

were transitioning toward more evergreen. There was a

two year contract in place before he came, a one year

contract with an option. He is sure, he imagines he

looked at the prior contract when negotiating the

renewal in 2013 for the next contract. That was normal,

that was the procedure. Rather than reducing the price,

he was more focused on more deliverables, more over the

air food network show. They were changing how they were

going to use Emeril, how it should be shot, delivered,

that could increase the cost. He was concerned about

getting the product as he wanted it, was working off a

budget. The changing universe as to how to reach folks

made the changes necessary. He wanted more without

having to pay more, so they talked, and he got what

they wanted.

20. Initially the contracts were with MAT Media,

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

OR BK: 5161 PG: 618

they changed that so the local folks contracted with VF

for the deliverables to be received from MAT Media. His

negotiating resulted in higher amounts for MAT Media.

21. TDCs are tourism development, Florida

Restaurant and Lodging, DMOs, VCBs are visitors and

convention bureaus. They receive taxpayer dollars.

22. He arranged for more compensation to be paid

to MAT Media and Mr. Roberts, some were public/private

entities, some were private. He was the chief marketing

officer for VF and personally negotiated the amounts

with Mr. Roberts. He wanted certain content, he wasn't

that concerned with what the vendors were making. He

looked at it from the standpoint of value to VF. Are

they getting better market value for what they are

trying to do, rather than how much is the vendor

making, was how they approached it.

23. With MAT Media, they felt the value was in

excess to what they were paying. It was good product.

That's why Miami, Fort Walton, Orlando and others

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stayed in. Will Secornbe was the CMO. They would get 25

proposals a week. At renewal time, they looked at the

paperwork side by side of current and future contracts.

It wasn't done in a vacuum, they worked closely with

the Governor's Office.

24. They wanted fair market value. They use

longevity as to how long they can use the product, and

for what purpose, then assessed what that was worth to

VF and their partners, Miami, et cetera. Mr. Roberts

would send over a proposal, he and his folks would

analyze, decide what they were going to focus on, then

start negotiating. It was the other partners [not VF or

MAT Media] who wanted to do co-op marketing through VF

like they did with others. It was the VF partners who

made the suggestion, that resulted in the money to MA'l'

Media going up.

25. The '14-'15 contract would have a higher number

because it included the partners as well as VF. He made

the determination as to best value by the group looking

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at what they were getting, and seeing if that was a

fair price.

26. He has a background in producing, 35 years of

experience. They needed the product in a certain way to

have the shelf life. They went back and forth going

over the additional costs to accommodate the items VF

and its partners were asking for. There could be 10 to

12 people involved in the negotiations. He did not ask

to look at Mr. Roberts books to see what his costs

were, he knew from his own experience what would cause

costs to go up. It was a little bit of a game, but in

the end he felt they got fair value.

27. As to MAT Media retaining copyrights, that was

done before he got there, he made sure to include a

license, renewable in perpetuity. It's the nature of

the business, the one doing the production of content

hold onto the copyrights. The $10,000 per year fee was

a reasonable amount.

28. MAT Media owned the content, VF had the right

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to renew to repurpose and use, not exclusively.

29. He was involved in the 1 15- 1 16 and 1 16- 1 17

contracts as to MAT Media as well. He is not sure it

the amounts were higher for the '15-'16 year, he thinks

one year went up, the next year maybe not, if there

were fewer partners. He and his staff looked at the

contract numbers each year. Emeril would pick the

restaurants where he thought he would have a good

experience. He and his staff decided how they would use

it. No 011e else could deliver Emeril in Florida, he did

look at Oprah's chef, Art Smith, but he did not have

the recognition that Emeril did. If it was over

$35,000, they put it out to bid. Emeril was important

to them, just like Pit Bull was important.

30. They wanted someone who lived in Florida so

the endorsement would matter. It had to be authentic.

Emeril became authentic when he because a resident of

Florida. Culinary was one of the top three reasons

people decided to come to Florida for leisure travel.

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Emeril is authentic as a real chef, and is authentic to

Florida. They did not identify anyone else who could help them like Emeril did.

31. Mr. Roberts could not just name his price,

because they were doing the cost benefit analysis as to

whether it was a fair market value. There was a price

that would have been too high. They had their

experience, their knowledge about what they needed, and

would not have paid more than they thought was right.

National Geographic is a comparable deal. Beauty is in the eye of the beholder.

32. As sponsorships or partnerships, a lot is brand

association. Sponsorships can lift the brand. The MAT

Media was content, primarily. The proceeds of ad buys

went to MAT Media. There were direct payments to MAT

Media based on deliverables, and more money from ad

buys. Mr. Roberts could get certain rebates from the

Film Commission for film shot in Florida, incentive.

That was Mr. Roberts' idea. The Film Commission had no

Page 27of47

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funds, but there were rebates that were returned. One

year they split it, the sales tax rebates, other years

the rebate went to MAT Media, another to VF. The

contracts have a provision MAT Media could sell

sponsorships.

33. In the '14-'15 contract negotiations, he does

not think they discussed the sponsorships. The ones

with the VF partners, they were part of the VF team,

MAT Media was on its own as to any others they wanted

to sell. On the '15-'16 contract, the landscape was

changing, so VF took that into consideration and

reduced the VF money. They did the cooking channel the

first two quarters, then MAT Media added the food

network, and VF paid more, the amount needed to add the

food network. He saw the paperwork Mr. Roberts brought

them, as requested by the VF partners, who thought the

food network was more relevant.

34. In the '16-'17 contract, it was like the year

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before. For the three years, there was a certain

guarantee for MAT Media. The Florida Restaurant folks

had some marketing in a trust fund, those were

additional dollars through VF to MJ.\T Media.

35. He knows about IRS tax forms and business

ledgers. The evidence about the back and forth [of the

contracting] would be verbal discussion, there were

emails in the contracting cycle, procurement. Tax

returns of Mr. Roberts would not contain any back and

forth information nor would the general ledger.

36. The Pit Bull suit had to do with the amounts

paid to Pit Bull, not what Pit Bull did with the money.

The Speaker had seen the contract the day before the

suit was filed, and signed off on the NDA, then filed

the suit.

37. MAT Media did not have a guarantee that would

have paid if they did not provide the deliverables.

38. The VF analysis of value is part of the VF

Page 29 of47

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records and should still be available from VF. If MAT

Media delivered the deliverables, they would have been

paid the contract amount.

Ke:i.th Jordan

1. He is an accountant, degree FSU. He is a

financial consultant. He is a treasurer for an

organization. He knows Mr. Roberts, met him in the

90's, hired by one of the companies he was running,

proposition for limited casinos. He still does some

accounting for Mr. Roberts, including personal and some

businesses, including MAT Media.

2. He has handled MAT Media from its inception,

whenever it was incorporated. He was doing Mr. Roberts'

personal accounting since '08-'09, bookkeeping. For

MAT Media, he would receive funds, make deposits,

prepare checks, enter them in the checkbook. MAT Media

has its own set of books. The records are totally separate.

3. Either the receipts were mailed or emailed. Mr.

Page 30of47

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Roberts would sign the outgoing checks. Someone would

submit a bill, he had nothing to do with operations, he

would prepare the check and route it to Mr. Roberts in

Quickbooks. It is searchable, by terms, date ranges,

types of expense. He would input the vendor and type

and amount of expense. The expenses were related to

seasons, rather than date range. He would take deposits

and make the deposits, a lot per week. He believes it

was for Erneril's, as well as for others. He does not

believe the classification was set up until season 3.

If a classification field were set up, it would be

searchable. There were hard copies of every invoice and

a stub for each check; Mr. Roberts has those records at

his office. He only has the digital Quick books file.

4. He was involved in preparing the rebate forms

For the Film Commission tax rebates. He may have

submitted some online, but Mr. Roberts provided the

information. He looked at the E'ilm Commission

applications this morni11g, he did not recall them, and

spoke with Mr. Roberts' attorneys.

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5. He provided the P & L statements, he thought

Were for two years, it might have been three. It was a

statement for all of MAT Media's operations. Emeril

Florida was included, but so were others. MAT Media

does not file its own tax return, it shows up on Mr.

Roberts' personal return. Thomas Howell Ferguson does

Mr. Roberts' taxes. He exports the information to

Excel, then forwards that to the CPA. The general

ledger is not broken out by vendor, but you could sort

by vendor. He was not asked to print out the Emeril's

Florida information. He was asked to print out the

expenses within the past month or so, the general

ledger. If he were asked to pull the information for

seasons 3, 4 and 5, that would be just a matter of

minutes. Mr. Roberts has his own personal checkbook,

and MAT Media has its own.

6. He mainly does bookkeeping, someone else does

accounting. Information as to seasons 1 and 2 would

include all MAT Media expenses and projects. While

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certain things were identified by season, they were not

all done that way, so the entire list would have to be reviewed.

7. For the rebate, expenses had to be estimated

the next season. There was never a comparison of actual

costs with the estimated ones, for the Film Commission.

There was a separate audited document at the end of the

expense year, and that information is available from the Film Commission.

8. Nothing in the ledger relates to procurement.

The tax returns are not segregated by MAT media's separate projects.

Findings of Fact and Conclusions of Law

Based on the foregoing testimony, the Court's

review of the contracts and other documents reviewed in

camera, the credibility and demeanor of the witnesses

considered in the light of all of the evidence, the

contents of the court file, and the Court being

otherwise fully advised in the premises, the Court

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makes the following findings of fact and conclusions of law:

l. Visit Florida between 2012 and 2016 entered into

a series of contracts with MAT Media by which MAT Media

created and produced video programming utilizing

Florida-based content produced on location throughout

Florida hosted by Emeril Lagassee ("Emeril's Florida").

2. The contracts also called for MAT Media to

create and produce a number of ancillary products in

support of the Emeril's Florida show.

3. The House Litigants have copies of

contracts between MAT Media and Visit Florida.

4. Under the contracts, MAT Media retained all

ownership and copyright of the original television

episodes, web videos, web articles, and photos.

5. Pursuant to its contracts with Visit Florida,

Page 34of47

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OR BK: 5161 PG: 630

MAT Media contends it produced 62 episodes of the

Emeril Florida show; 248 segments; 150 vignettes; 300

photos; 62 web articles; 468 airings on Scripps

Networks (Cooking/ Food); 2,808 30-second spots on

Scripps Network, and 2,340 5-second billboards on

Scripps Network, in addition to other social and

digital media products; the House Litigants offered no

evidence to the contrary.

6. The programming and ancillary products required

under the aforementioned contracts between Visit

Florida and MAT Media were delivered and Visit Florida

accepted them. Neither party to those contracts have

alleged that any of the contracts have been breached in

any way, and Visit Florida did not ask for any audit of

MAT Media as it was entitled to under the contracts.

7. The major sponsor for Emeril's Florida show for

all 5 seasons was Visit Florida. In addition to Visit

Florida, several Florida Convention and Visitor Bureaus

or Tourist Development Councils sponsored various

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seasons throughout the 5 years, and in addition to

these sponsors, the Florida Restaurant & Lodging

Association and Fresh From Florida partnered with Visit

Florida in promoting the state.

8. MAT Media contends there was no revenue

generated from any private tourism corporation or other

entities during the 5 years run of the show, and the

House Litigants offered no evidence to the contrary.

9. MAT Media is not a state agency, and did not

function as a state agency.

10. The nature and scope of the investigation

undertaken by the House and the Public Integrity and

Ethics Committee's described during the January 11,

2018 debate on issuance of the House subpoenas as:

... investigating certain Visit Florida contracts related to the production of television programs, and we are trying to find out what the integrity of the contracts are [sic], and the quality of their procurement.

Page 36of47

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11. 'l'he House PIE Committee considered and

passed HB 7037 to address procurement contract issues;

the bill is moving forward in the process. A Senate

companion bill, SB 1534, is also pending.

12. The greater weight of the credible evidence

established that neither the executive branch audit

process nor the OPPAGA/ legislative branch audit

process identified any noncompliance of MAT Media.

13. In 1980, Floridians adopted a constitutional

right of privacy. Azticle I. section 23 provides in

pertinent part:

Every natural person has the right to be let alone and free from governmental intrusion into thm person's private life except as ott1erwise provided herein.

14. The greater weight of the credible evidence

clearly establishes that none of the information in the

financial records or tax returns would shed light on

the back and forth negotiations that led to the Visit

Page 37 of 41

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Florida/Mat Media contracts. -~-~ Mr. Phipps'

testimony, paragraph 35. In c~~~- review of

confidential Court exhibits 1 [MAT Media schedule C

reports], 2 [redacted MAT Media ledger relating to

Emeril's E"lorida project] and 3 [MAT Media complete

ledger, unredacted, relating to all of the MAT Media

projects, not just Emeril's Florida] revealed nothing

appropriately pertinent to "the integrity" of the Visit

Florida contracts or the "quality" of the procurement

programs. The items are simply not germane or pertinent

to the investigation, nor does the House's

investigation power outweigh the privacy protection of

Mr. Roberts and his company's information. Requiring

production of the records would be approval of the very

sort of governmental intrusion prohibited by Article I,

section 23, Florida's Right of Privacy.

15. As to the PIE Committee and House Subpoenas

directed to Mr. Roberts, there is no basis for the

subpoena's request in paragraph 20 for income received

by Mr. Roberts in connection with production and airing

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of Emeril's Florida for 2012-2017. Any funds Mr.

Roberts received from MAT Media were personal funds

derived from MAT Mediat not taxpayer funds. [The issue

in the Pit Bull case dealt with how much VF paid him,

not what he spent the money on]. Here, VF had no

contract with Mr. Roberts, and paid him no taxpayer

funds. Any taxpayer funds paid to MAT Media relating to

the Emeril's Florida contract are reflected in the

contracts the House Litigants have. Documentation as to

how MAT Media spent its money is irrelevant and not

germane to the House's investigation, as evidenced by

the PIE Committee bill, with accompanying staff

analysis moving forward in the process.

16. The attempts of the House PIE Committee and the

House even before the 1980 adoption of the

constitutional protection of his right to privacy would

constitute an unjustifiable encroachment upon Mr.

Robert's right to privacy under the balancing test

required by Hagaman v. Andrews, 232 So.2d 1, 16-17

(Fla. 1970).

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That Court noted, at 16-17:

We cannot simply assume, however, that every legislative investigation is justified by a public need that overbalances any private rights affected. To do so would be to abrogate the responsibility placed by the Constitution upon the Judiciary to insure that the Legislature does not unjustifiably encroach upon an individual 1 s rights to privacy nor abridge his liberty, his speech, or assembly, nor engage upon urn,1ar.ranted witch hunts.

17. Further, unlike Hagam,an, where the Supreme

Court found the subpoenaed records were germane to the

subject of the legislative investigation, the record

before this Court shows that the financial and tax

records sought in paragraphs 18 and 19 of the MA'I' Media

subpoena and in 18, 19 and 20 of the subpoena directed

to Mr. Roberts are not germane co the integrity of the

procurement contracts.

18. The House subpoenas read i11..Eari materia with

the transcript of the House proceedings show the

overreaching and coercive intent of the Speaker and

Chairman, mistaking the potential sanctions for noncompliance.

19. The Florida supreme Court observed in Gibson v.

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OR BK: 5161 PG: 636

Florida Legislative Investigation Committee, 108 So.2d

729 (Fla. 1959) (the legislature was investigating

possible communist party infiltration of various

legitimate groups):

It has long been recognized that a legislative body has the power to conduct investigations in order to obtain information on subjects of legislation. Implicit in the power to legislate is the authority to seek out and acquire needed information in the rightful exercise of that power. This may be done through duly constituted committees .... We here inject the warning that this is not an unbridled power of government. Moderation, restraint and caution should be the rule in exercising it. If not circumscribed by reasonable limitations it is one which could lead to abuses with attendant encroachments on individual liberties. The privilege should never be sadistically employed as a media to "hunt witches". It should never be exercised merely for the sake of disclosure to the detriment of the citizen under interrogation. Legitimate legislative action is the ultimate objective and the prime justification for the inquiry.

Id., at 737.

20. The Gibson court noted that "questions

propounded in a legislative investigation should be

pertinent to the subject of the inquiry" citing Watkins

v. United States, 354 U.S. 178, 77 S.Ct. 1173, IL.Ed.

1273 (1957). Id., at 740. The documents subpoenaed in

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Gibson were "the books, records and membership lists of

NAACP". Id., at 742. The primary objection was to the

production of the membership lists and the Court itself

stated: "We have the view that the other records are of

no material consequence here". Id., at 742. As to the

membership lists, the Court ruled that the lists should

be available to the witness for review only if the

pertinency of a particular question was made

indisputably clear:

In an investigation of this nature, unless the pertinency of the question is indisputably clear, when a witness objects on grounds of lack of pertinency, it is the duty of the investigative body to point out the manner in which the propounded question is pertinent to the subject of the inquiry.

Id., at 746.

21. The exhibit at Tab E with a USB drive with the

Corcoran Family Super Bowl ad [in which Speaker

Corcoran claims to have gotten taxpayer money back from

Pit Bull] is not relevant to the issues before the

Court, but - along with the Speaker's PDR [Pit Bull]

2016 lawsuit - does provide a valid concern to MAT

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Media and Mr. Roberts about whether Speaker Corcoran

a.nd the other House members and staff would remember

they are not above the law and must maintain the

confidentiality of trade secret information provided

under subpoena.

22. The Speaker's action in filing suit to enforce

the House PIE Committee subpoenas was appropriate, just

as the MAT Media/Mr. Roberts suit for declaratory and

injunctive relief was appropriate. Accordingly, the

House motion to dismiss the amended complaint in Case

No: 2017-CA-2284 is denied.

23. In their papers in opposition to the motion for

reconsideration of the February 5, 2018 order, the

House Litigants suggest that MAT Media hae no protected

privacy interest in its journals, ledgers and other

papers, citing the Article I, section 23 right to

privacy of natural persons. Such an approach is

inappropriately tunnel-visioned, and ignors that the

records subpoenaed must be properly pertinent. It

further ignores other authorities recognizing that

Page 43 of47

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corporations have similar rights to those of

individuals. See, e.g., Citizens United v. Federal

Election Commission, 558 U.S. 310 {2010)

24. Under the circumstances existing here, the PIE

Committee subpoenas as to paragraphs 18 and 19 of the

MAT Media subpoena, and 18, 19 and 20 of the Roberts

subpoena are not valid, and MAT Media and Mr. Roberts

need not produce the subpoenaed financial records and

tax returns.

25. The House subpoenas are facially defective, and

do not comply with or accurately reflect the level of

punishment the House may impose4 • Even apart from the

House subpoenas neglecting to mention that imprisonment

must end by the last day of the session, the records

subpoenaed are neither germane nor pertinent to the

scope of the investigation, and will clearly add

nothing appropriate to the investigation.

Based on the foregoing, it is hereby

ORDERED AND ADJUDGED as follows:

• Even contempt of Judicial proceedings have a llmlt of five months, 29 days {179 days]. If the House threatened longer Imprisonment, It would need Rules provlding for appointment of counsel to those unable to afford their own counsel and, possibly, right to a Jury Trial.

Page44of47

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1. The House Litigants' motion [to enforce

paragraphs 18 and 19 of the MAT Media subpoenas, and

paragraphs 18, 19 and 20 of the subpoena directed to

Mr. Roberts in the PIE Committee and House subpoenas]

is denied.

2. The House and PIE Committee subpoenas are

Quashed, as to the pertinent paragraphs at issue.

3. The House Litigants' motion for judgement on the

pleadings has previously been denied. The February 9,

2018 evidentiary hearing resolved the issues of fact,

leaving no further matters pending as to Case 2017 CA

2368.

4. The House Litigants' motion to dismiss the

amended complaint in Case No. 2017 CA 2284 is denied,

as a cause of action is stated. Because the February 9,

2018 evidentiary hearing resolved any factual issues,

and because the House Litigants fully presented their

position, there are no further proceedings needed as to

Case No. 2017 CA 2284.

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5. MAT Media's and Mr. Roberts' requests for

declaratory relief are grantQd. The challenged

paragraphs of the PIE Committee and House subpoenas are

not validly drawn, and are quashed, with no obligation

on MAT Media and Mr. Roberts to produce any documents

pursuant to the challenged paragraphs of the subpoenas.

6. MAT Media and Mr. Roberts are deemed the

prevailing parties. The earlier order of February 5,

2018 remains in effect as to the trade secret

protection of the five contracts. The Court reserves

jurisdiction to consider appropriate motions directed

to this order or to tax costs, if any are filed.

DONE AND ORDERED this \~~day of February, 2018

in Tallahassee, Leon County, Florida.

KAREN GIEVERS Circuit Judge

Copies furnished to:

Adam S. Tanenbaum, Eaq. Adam. tanen~aum@myf lorid~!?:.!=!:Y.~.~ .~.9.9.Y

J'-o\ 1 CA ;i.p1.. i 1../ Page4&of47

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OR BK: 5161 PG: 642

R. Timothy Jansen, Esq. j ansen@jansenanddavis... com

Adam J. Komisar, Esq. [email protected]

Mark Herron, Esq. [email protected]

Thomas M. Findley, Esq. [email protected]

Page47of47

2659

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Filing# 72504622 E-Filed 05/22/2018 02:36:31 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA CIRCUIT CNIL DNISION

REP. LARRY METZ et al.,

Defendants/Appellants,

v. Case No. 2017 CA 002284

MAT MEDIA, LLC, and CHARLES "PAT" ROBERTS,

Plaintiffs/Appellees, ------~/ Appeal No. 1D18-0687

SPEAKER RICHARD CORCORAN ex rel. HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE,

P laintifjlAppellant,

v. Case No. 2017 CA 002368

MAT MEDIA, LLC and CHARLES "PAT" ROBERTS,

Defendants/Appellees. ______,!

SUPPLEMENTAL DIRECTIONS TO THE TRIAL CLERK

Pursuant to the May 15, 2018, order of the First District Court of Appeal (attached),

undersigned counsel requests that the clerk of this Court prepare and transmit a supplemental

record on appeal in the above-referenced consolidated cases to include the following:

All documents and other items from Case No. 2017-CA-2368 that Florida Rule of Appellate Procedure 9.200(a) otherwise requires be included as part ofthe record on appeal.

The supplemental record must be transmitted to the First District no later than June 15, 2018.

[Signature block on next page.]

2660

SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

Respectfully submitted,

Isl Adam S. Tanenbaum ADAMS. TANENBAUM (FBN 117498) General Counsel adam. [email protected]

FLORIDA HOUSE OF REPRESENTATIVES 418 The Capitol 402 South Monroe Street Tallahassee, Florida 32399-1300 Phone: (850) 717-5500

Counsel for Appellants - The Speaker and the Other House Litigants

2

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 22d day of May, 2018, true copies of the foregoing supplemental directions and attached order were filed electronically with the Clerk of Court through the Florida Courts eFiling Portal, which shall serve a copy via email to the following counsel of record, constituting compliance with the service requirements of Florida Rule of

Judicial Administration 2.516(b), Florida Rule of Civil Procedure l.080(a), and Florida Rule of

Appellate Procedure 9 .420( c):

MARK HERRON, ESQUIRE [email protected] [email protected] MESSER CAPARELLO, P.A. Post Office Box 15579 Tallahassee, Florida 32317 (850) 222-0720

Counsel for the Appellees -MAT Media, LLC and Charles "Pat" Roberts

Isl Adam S. Tanenbaum ATTORNEY

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

DISTRICT COURT OF APPEAL, FIRST DISTRICT 2000 Drayton Drive Tallahassee, Florida 32399-0950 Telephone No. (850)488-6151

May 15, 2018

CASE NO.: 1D18-0687 L.T. No.: 2017 CA 002284, 2017 CA 002368

Rep. Larry Metz, Rep. Thomas J. v. Mat Media, LLC, and Charles "Pat" Leek, Rep. David Richardson, Rep. Roberts Larry Ahern, Rep. Jason Brodeur, Rep. Cord Byrd, Rep. Robert Cortes, Rep. Kimberly Daniels, Rep. Tracie Davis, et al.

Appellant/ Petitioner(s), Appellee / Respondent(s)

BY ORDER OF THE COURT:

Appellant's motion filed on May 11, 2018, seeking to supplement the record on appeal with omitted documents from circuit court case number 2017-CA-002368, is granted. Counsel for movant shall ensure preparation and transmittal of the supplemental record by the clerk of the lower tribunal on or before June 15, 2018.

The time for service of the initial brief is extended to 30 days following transmittal of the supplemental record.

I HEREBY CERTIFY that the foregoing is (a true copy of) the original court order. Served:

Mark Herron R. Timothy Jansen Thomas M. Findley Robert J. Telfer 111 Adam Scott Tanenbaum, GC Joseph Michael Maida Adam J Komisar Hon. Gwen Marshall, Clerk am

~-~ KRISTINASAMUELS,CLERK

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SPEAKER RICHARD CORCORAN vs. CHARLES PATRICK ROBERTS LT. CASE NO: 2017 CA 002368 HT. CASE NO: 1D18-687

CERTIFICATE OF CLERK

STATE OF FLORIDA

COUNTY OF LEON

I, Gwen Marshall, Clerk and Comptroller Leon County, Florida, do hereby certify that the foregoing page(s) of the inclusive contains the record REPRESENTATIVE LARRY METZ; SPEAKER OF THE HOUSE RICHARD CORCORAN ON BEHALF OF THE HOUSE PUBLIC INTEGRITY AND ETHICS COMMITTEE V. MAT MEDIA, LLC AND CHARLES "PAT" ROBERTS and is a true and correct recital of all such papers and proceedings in said cause as appears in the records and files in my office that have been directed to be included in said record pursuant to the Florida Rules of Appellate Procedure.

In Witness Whereof, I have hereunto set my hand and affixed the Seal of said 11 TH JUNE 2018.

GWEN MARSHALL CLERK AND COMPTROLLER LEON COUNTY, FLORIDA

BY: DAVID L. HUBERT David L. Hubert, Deputy Clerk

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