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40 • 4D Renewal Terms. As indicated herein, all of the agreements contemplated by this Memorandum of Understanding, including the Facility Lease Agreement, are and shall be made subject to and expressly contingent upon the acquisition of lite Land and Existing Facilities by the County, the funding by the County and City of the "Construction Fund" and the "Capital Reserve Account" (as both terms are defined in Section 3(B), below), the acquisition by the Developer of the "Adjacent Land" (as defined in Section 4(A), below), the obtaining by the Developer of site plan approval for the "Collateral Development" (as defined in Section 4(A), below), the obtaining by the Dodgers' of site plan approval for the Improvements (as defined in Section 3(B) below), and the execution by the panics of all other agreements contemplated by this Memorandum of Understanding. (B) The Facility Lease Agreement shall provide for an annual rental payment during the Initial Term of One Dollar and Noll 00 (S 1.00) per year, payable in advance at die time of execution. The annual rental payment during any Renewal Term shall also be One Dollar and No/100 ($1.00) per year, payable in advance at the time that the option is exercised by the Dodgers. (C) Under the Facility Lease Agreement, the Dodgers, as lessee, shall assume all obligations for the operation laid maintenance of the Facility without claim for offset or reimbursement from the County. The Dodgers shall be solely responsible for maintaining the Facility in a commercially reasonable manner and for insuring the Facility in an amount equal to the replacement cost of all Existing Facilities and/or Improvements against customary casualty and general liability losses at commercially reasonable rates and will name the County and the City as additional insurcds thereunder. Because the Dodgers will be operating the Facility under the Facility Lease Agreement, the Dodgers shall indemnify and hold the County and the City harmless from any and all claims and liabilities that may arise as a result of the Dodger's use or operation of the Facility. All operational expenses of the Facility, personal property taxes, and ongoing repairs and replacements of property fomiistg any portion of the Facility, shall be the sole obligation of the Dodgers, except for the payment of any ad valorem real property taxes that may become due on the Land.. Linder the Facility Lease Agreement, the County shall assume the obligation to pay any acid all ad valorem real property taxes that may become due after the date that the County acquires the Land. However, the Dodgers shall be responsible for the payment of all liens, assessments, taxes, or other encumbrances whatsoever resulting from the Dodgers' prior ownership of the Land. (D) Neither party shall have the right to assign the Facility Lease Agreement to a third parry during the Term without the other party's prior written consent, which consent may be granted or denied by the other party at its sole and absolute discretion. Notwithstanding the foregoing, the County acknowledges and agrees that the Dodgers shall have the right, at their sole discretion, to sublease to the Developer and/or to any third party, at any time during the Term, for any type or amount of consideration (teemed appropriate by the Dodgers any residential ((nits, office space, and/or conference facilities located within the Facility and to retain any and all revenues or consideration derived therefrom. (E) If the Facility Lease Agreement is terminated by the Dodgers without the County's consent before the expiration of the Initial Tcm1, die Dodgers shall pay the County, as liquidated damages, dye then Page 3 or 12