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(collectively "Enhancements"); provided, however, that any Enhancement which significantly <br />and materially alters the Facility or the Land shall require the consent of the County, which <br />consent shall not be unreasonably withheld. For the purposes of this section, the term Net <br />Income, shall mean Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), <br />determined in accordance with Generally Accepted Accounting Principles. For clarification, the <br />term "Earnings" in the prior sentence shall mean gross revenues minus costs of goods sold and <br />general and administrative expenses paid by Verotown in connection with the use, management <br />and operation of the Facility. Net Income shall be determined annually, using the fiscal or <br />calendar year normally used by Verotown in its accounting practices. Any Net Income which <br />has not been used for the purposes set forth in this section as of the expiration or termination of <br />the Facility Lease Agreement shall be paid to the County. The term "books and records" in <br />section 3.04 is hereby amended to include Verotown's profit and loss statement, and other <br />financial records, necessary to verify Verotown's Net Income, and the reinvestment of such Net <br />Income in Enhancements. The Enhancements shall become the asset or property of the County <br />upon being permanently affixed to the Facility, or at the expiration or termination of this Facility <br />Lease Agreement, whichever occurs first. Net losses in any given year within the Renewal Term <br />shall be credited against Net Income in any following year(s). <br />12. Museum of Dodgertown Memorabilia. Verotown will use commercially <br />reasonable efforts to operate, at a location within the Facility, a museum containing memorabilia <br />of the Brooklyn or Los Angeles Dodgers. The museum shall be open to the public during <br />reasonable hours of operation to be determined by Verotown. <br />13.'''' ?ublic Events. The County and Verotown recognize the value and importance of <br />using the Facility in a manner which provides entertainment opportunities for the residents of <br />Indian River County. Accordingly, Verotown will endeavor to use the facility in a manner <br />which provides such opportunities from time to time, thereby enabling the residents of Indian <br />River County to enjoy and benefit from events held at the Facility. <br />14. Good Standing — No Violation. The County and Verotown agree that, as of the <br />date of this Third Amendment, the Facility Lease Agreement is in good standing and neither <br />party is in breach or violation of the terms and conditions of the Facility Lease Agreement. <br />15. Notices. Section 13.01 is amended to delete the notice/address information <br />relating to MiLB, and to replace such information with the following: <br />If to Verotown: <br />Copy to: <br />Peter O'Malley <br />Verotown, LLC <br />515 S. Figueroa Street, Suite 1988 <br />Los Angeles, CA 90071 <br />Craig Callan <br />Verotown, LLC <br />P.O. Box 2887 <br />Vero Beach, FL 32961 <br />Page 4 of 6 <br />