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MEltilORANDUM OF UNDERSTANDING
<br />THIS Memorandum of Understanding, dated as of July 24, 2000, shall be effective as of the last
<br />signature date hereof, by and among Indian River County, Florida, a political subdivision of the State of
<br />Florida (the "County"), the City of Vero Beach, Florida, a municipal corporation (the "City,"), Los Angeles
<br />Dodgers, Inc., a Delaware corporation, and Fox Baseball Holdings Incorporated, a Delaware corporation,
<br />the owner of record of the Land (collectively, the "Dodgers") and de Guardiola Development, Inc., a
<br />Florida corporation (the "Developer").
<br />WITNESSETH
<br />WHEREAS, Dodgers own and control the land consisting of approximately 64.03 aches described
<br />in Exhibit "A"hereto (the "Land"); and
<br />WHEREAS, for over fifty years, the Dodgcrs have owned and operated the spring training and
<br />conference facility known as "Dodgettown, " which is located on the Land and is comprised of Holman
<br />Stadium, an eighty-nine (89) unit hotel facility, a conference center with meeting and dining rooms, a
<br />clubhouse and weight room, in -door batting and pitching cages, four (4) full baseball practice fields, and
<br />two (2) half baseball practice fields (collectively, the "Existing Facilities"),, and
<br />WHEREAS, the Dodgers desire to sell the Land and Existing Facilities to the County, and, in
<br />conjunction with the Developer, to develop other land owned by the Dodgers within the municipal limits
<br />of the City into a mixed use town concept which will reflect the ambiance and tradition of Dodgertown; and
<br />WHEREAS, the County intends to finance its obligations under the Real Estate Contract (as
<br />defined in Section I (A), below) and the Development Agreement (as defined in Section 2(A), below), in
<br />part, by means of one or more series of revenue bonds to be issued by the County (the "Bonds"), and
<br />WHEREAS, the parties now desire to identify the general terms and conditions pursuant to which
<br />they shall negotiate in good faith to draft and execute the various agreements whereby (1) the County shall
<br />acquire the Land and Existing Facilities from tate Dodgers, (2) the County shall lease the acquired Land and
<br />Existing Facilities to the Dodgers, and (3) the Dodgers shall, on behalf of the County and at the County's
<br />cost and expense (as described in Section 3(B), below), improve and/or repair the Existing Facilities and/'or
<br />replace the Existing Facilities with new improvements (the "Improvements").
<br />NOW THEREFORE, the parties hereto agree as follows:
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