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40 <br />4W <br />40 <br />Section 1. Real EsLqtg Contract <br />(A) The County and the Dodgers shall negotiate a Real Estate Sale and Purchase Agreement <br />(the "Real Estate Contract") pursuant to which the County shall purchase the Land and all Existing <br />Facilities, "as is," from the Dodgers for a purchase price of Ten Million Dollars (S 10,000,000), pavable <br />in full in cash at closing. The Real Estate Contract shall be a standard form agreement which shall include <br />the usual and customary covenants employed in such types of commercial real estate transactions in <br />Florida, with all of the customary costs and expenses to be prorated or shared, as the case may be, <br />between the County and the Dodgers, except that the Dodgers, as seller, shall be solely responsible for any <br />state and/or local taxes levied on the Land (regardless of when such taxes are payable) prior to the date <br />that the County takes title to the Land. <br />(B) The County shall represent in the Real Estate Contract that it has not dealt, and shall not <br />deal, with any broker, salesman, or finder in connection with the transactions contemplated herein, and that <br />no sales commissions or finder's fees shall be due or payable by or from the County as a result of the <br />transactions contemplated herein. <br />(C) The County shall be entitled to obtain and receive a physical and environmental survey of <br />the Land and an owner's title insurance policy reflecting the acquisition of an unencumbered and marketable <br />fee simple title to the Land, as well as other usual and customary land acquisition requirements generally <br />applicable to such commercial real estate acquisitions. The means for dctermirti» g "marketable title" to the <br />Land shall be specified in the Real Estate Contract. <br />(D) The Real Estate Contract shall provide that if the County elects to sell the Land any time <br />during the "Term" of die Facility Lease Agreement (as defined in Section 2(A), below), the Dodgers shall <br />have an option to reacquire the Land and all Existing Facilities and/or Improvements (hereinafter collectively <br />referred to as the "Facility"), at the then fair market value for the Facility. The fair market value of the <br />Facility shall be determined in rhe manner described in. Section 2(E), below. The Real Estate Contract shall <br />also grant the Dodgers an option to repurchase the Facility, at its then fair market value (such fair market <br />value to be determined in rite manner described in Section 2(E), below), at any time after the Bonds to be <br />issued by the County have been retired, provided that the Dodgers are still the lessee under the Facility <br />Lease Agreement. The options to be granted to Dodgers hereunder shall be written into the deed for the <br />Facility. <br />Section 2. Facility Lease Agreement <br />(A) The Dodgers and the County shall negotiate in good faith to enter into a Facility Lease <br />Agreement (the "Facility Lease Agreement") pursuant to which the Dodgers shall lease the Facility from <br />the County for a period of twenty (20) years (the "Initial Term"), plus a series of options, which may be <br />exercised by the Dodgers at their sole discretion, for not less than four (4) renewal terms of five (S) years <br />each (the "Renewal Terms"), For purposes of this Agreement, "Term" shall mean the Wtial Tenn and any <br />Page 2 or 12 <br />