HomeMy WebLinkAbout2008-062PREPARED BY:
Santiago Fernandez, Esq.
Senior Vice President & General Counsel
Los Angeles Dodgers LLC
1000 Elysian Park Avenue
Los Angeles, California 90012
Robert Reid, Esq,
Bryant Miller Olive P.A.
101 North Monroe Street, Suite 900
Tallahassee, Florida 32301
RECORD AND RETURN TO:
Eric D. Rapkin, Esq.
Akerman Senterfitt
350 East Las Olas Boulevard, Suite 1600
Ft. Lauderdale, Florida 33301
L/19/0g
IO.A
Loft
RESERVED FOR USE BY
CLERK OF CIRCUIT COURT
1909836
THIS DOCUMENT HAS BEEN
RECORDED IN THE PUBIC RECORDS
OF INDIAN RIVER COUNTY FL
BK: 2249 PG:2367, Pagel of 15
03/17;2008 at 08:14 AM.
JEFFREY K BARTON, CLERK OF COURT
THIRD AMENDMENT TO FACILITY LEASE AGREEMENT
This THIRD AMENDMENT TO FACILITY LEASE AGREEMENT ("Third
Amendment") is made as of this 19't' day of February, 2008 (the "Effective Date") by and
among INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida
(hereinafter referred to as the "County") and LOS ANGELES DODGERS LLC, a Delaware
limited liability company, as successor in interest to the assets of Los Angeles Dodgers, Inc., a
Delaware corporation (hereinafter referred to as the "Dodgers"), and joined as a party by the
CITY OF VERO BEACH, a municipal corporation of the State of Florida (the "City").
RECITALS
A. WHEREAS, the County owns the land and the baseball spring training facility
and other improvements located at 4001 26th Street, Vero Beach, Florida 32960, and known
generally as "Dodgertown" (the "Facility"); and
B_ WHEREAS, Dodgers operate the Facility pursuant to the Facility Lease
Agreement entered into by and between Dodgers and the County as of September 1, 2000, and
recorded in Official Records Book 1426, Page 0567, of the Public Records of Indian River
County, Florida (the "Original FLA"), as amended by the First Amendment to Facility Lease
Agreement, dated as of June 24, 2004, and recorded in Official Records Book 1758, Page 0529,
of the Public Records of Indian River County, Florida (the "First Amendment") and as further
amended by the Second Amendment to Facility Lease Agreement, dated as of November 17,
2005, and recorded in Official Records Book 1961, Page 1025, of the Public Records of Indian
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River County, Florida (the "Second Amendment") (the Original FLA, the First Amendment, and
the Second Amendment shall hereinafter be referred to collectively as the "Facility Lease
Agreement"); and
C. WHEREAS, Dodgers have decided to relocate to and consolidate all of their
spring training operations in Glendale, Arizona, and therefore have entered into a Glendale
Facility Development Agreement, a Glendale Facility Use Agreement, and certain other
agreements with the City of Glendale, Arizona (all such agreements to be referred collectively as
the "Glendale Agreements"), for the construction and lease of a new Major League Baseball and
Minor League Baseball spring training facility in Glendale (the "Glendale Facility") upon and
subject to certain terms, conditions, and timelines set forth in the Glendale Agreements; and
D. WHEREAS, the County and Dodgers have determined that it is in each party's
best interests to ensure that Dodgers' relocation of their baseball operations from the Facility to
the Glendale Facility, and the termination of the Facility Lease Agreement and the disposition of
the other Governing Documents (as hereinafter defined) are accomplished in an orderly manner
and will not result in any disputes, claims, or litigation among or between the parties, and any
Released Party, Releasing Party and MLB Club Party (as hereinafter defined).
COVENANTS
NOW THEREFORE, in consideration of the foregoing Recitals (which are hereby
incorporated into this Third Amendment) and the mutual promises and covenants set forth
below, the parties hereto agrees as follows:
ARTICLE I
Definitions
Section 1.01 Definitions. All capitalized terms not otherwise defined in this Third
Amendment shall have the meanings set forth in the Facility Lease Agreement.
Section 1.02 Undefined Terms. All personal pronouns used in this Third Amendment,
whether used in the feminine, masculine, or neuter gender, shall include all other genders, and
the singular shall include the plural and vice versa.
ARTICLE H
Amendments to Facility Lease Agreement
Section 2.01 Amendment to Section 201 of the Original FLA. Subject to the
provisions of Section 5.01 of this Third Amendment, the County and Dodgers hereby agree to
amend Section 2.01 of the Original FLA by deleting the expiration date of April 30, 2021 and
replacing it with the new expiration date of May 31, 2009 (hereinafter, the "New Expiration
Date").
Page 2 of 15
Section 2.02 Amendment to Section 2.02 of the Original FLA. Subject to the
provisions of Section 5.01 of this Third Amendment, the County and Dodgers hereby agree to
amend Section 2.02 of the Original FLA by deleting it in its entirety.
Section 2.03 Amendment to Section 203 of the Original FLA. Subject to the
provisions of Section 5.01 of this Third Amendment, the County and Dodgers hereby agree to
amend Section 2.03 of the Original FLA by deleting it in its entirety.
Section 2.04 Amendment to Section 2.05 of the Original FLA. The County and
Dodgers hereby agree to amend Section 2.05 of the Original FLA by deleting it in its entirety.
This shall also serve to amend (i) Section 3.07 of the First Amendment, and (ii) Sections 3.02
and 3.04 of the Second Amendment, by deleting each of said provisions in their entireties. This
shall also serve to amend the third sentence of Section 3.01 of the First Amendment to read as
follows: "All other rights and obligations that the Dodgers may have with regard to the Land
pursuant to the Facility Lease Agreement shall hereafter apply to the Parking Property."
Section 2.05 Amendment to Section 4.06 of the Original FLA. The County and
Dodgers hereby agree to amend Section 4.06 of the Original FLA by inserting the following
provision as new Section 4.06(p):
"On or before May 1, 2008, the Dodgers will prepare and deliver to the County an
inventory (including digital photos) of all of the memorabilia and fixtures (e.g.,
home plate at Holman Stadium; street signs and room signs any other signage
with name(s) of the Facility, Dodgers, and/or Dodgers' players and personnel;
photographs and artwork depicting Dodgers and/or Dodgers' personnel; etc.) that
the Dodgers will remove from the Facility and retain following the expiration or
termination of the Facility Lease Agreement and the Dodgers' surrender of
possession of the Facility to the County. If requested by the Dodgers, the County
will quitclaim to the Dodgers ownership of any such items listed in the inventory
that are not already owned by the Dodgers, subject to the County being
reimbursed for the depreciated book value, if any, of any such items that may
have been purchased with County funds. Subject to the foregoing, the County
and the City hereby acknowledge and agree that following the expiration or
earlier termination of the Facility Lease Agreement, the Dodgers alone will own
all of the items listed in the inventory."
Section 2.06 Amendment to Section 5.01 of the Original FLA. The County and
Dodgers hereby agree to amend Section 5.01 of the Original FLA by inserting the following
provision:
"The Dodgers may play any or all of the aforementioned ten (10) Spring Training
Home Games with squads comprised of Major League and Minor League players
(generally known as "split squads") and that other split squads comprised of
Dodgers Major League and Minor League players may play Spring Training
games at other venues at the same time, provided that the players comprising the
Major League players that dress in uniform and are available to play in each of
Page 3 of 15
the Spring Training Home Games shall constitute a fair representative sample of
the players on the Dodgers' 40 -man roster as such is constituted on the day that
the Spring Training Home Game is played.. In addition, the County hereby
acknowledges that the ten (10) Spring Training Home Games to be played by the
Dodgers during Spring Training in 2008, including all of the Spring Training
Home Games that will be played by a Dodgers split squad, will have been played
in accordance with past practice, which the County confirms is in compliance
with the terms of this Section 5.01. Unless this Agreement has been terminated as
provided herein, then, for 2009 only, the number of Spring Training Home Games
to be played by the Dodgers hereunder shall increase from ten (10) to twelve
(12).55
Section 2.07 Amendment to Section 8.01 of the Original FLA. The County and
Dodgers hereby agree to amend Section 8.01 of the Original FLA by deleting the sixth (61')
sentence in its entirety and replacing it with the following sentences:
"The Dodgers shall consult with the County with respect to any expenditures from
the Capital Reserve Account which the Dodgers desire to be paid from funds on
deposit in the Capital Reserve Account, and any such expenditures shall be
subject to the prior written approval of the County, which approval will not be
unreasonably withheld. The Dodgers and the County each acknowledge that all
Improvements (as defined in the Capital Reserve Account Agreement) were
completed as of January 1, 2008."
Section 2.08 Amendment to Section 10.04 of the Original FLA. The County and
Dodgers hereby agree to amend Section 10.04 of the Original FLA by deleting Section 10.04 in
its entirety and replacing it with the following provision:
"Dodgers' Option to Terminate This Agreement. The Dodgers will have the right
and option, to be exercised by the Dodgers in their sole discretion, to terminate
this Agreement and cease to conduct their spring training operations and Spring
Training Home Games at the Facility without incurring any liability whatsoever
and without any further obligations to the County and/or the City by giving
written notice of termination to the County and the City at any time between the
last day of Spring Training 2008 and July 15, 2008 (the "Dodgers' Option
Period"). If the Dodgers exercise their option to terminate this Agreement during
the Dodgers' Option Period, this Agreement will terminate effective as of either
(i) when another Major League Baseball Club takes possession of the Facility
(provided that in order for another Major League Baseball Club to take possession
of the Facility prior to the last day of the 2008 Florida State League
Championship Season, such Major League Baseball Club must also assume the
Dodgers' obligations under the Management Services Agreement between the
Dodgers and the Tampa Bay Minor League affiliate that is scheduled to plays its
Florida State League home games at the Facility during the 2008 Florida State
League Championship Season), or (ii) December 31, 2008, whichever occurs
first."
Page 4 of 15
As used in the foregoing provision, the term "Agreement" means the Facility Lease Agreement.
To avoid confusion or misunderstanding, it is the intention of the parties that the foregoing
provision grant to the Dodgers the right and option to terminate the Facility Lease Agreement at
any time during the Dodgers' Option Period, effective as aforesaid.
Section 2.09 Amendment to Section 10.05 of the Original FLA. The County and
Dodgers hereby agree to amend Section 10.05 of the Original FLA by deleting Section 10.05 in
its entirety and replacing it with the following provision:
"Termination after Expiration of the Dodgers' Option Period — Liquidated
Damages. After the expiration of the Dodgers' Option Period described in
Section 10.04, above, the Dodgers will still have the right and option to terminate
this Agreement and vacate the Facility before commencing Spring Training in
2009. However, if the Dodgers exercise their option to terminate this Agreement
after the expiration of the Dodgers' Option Period, but before the New Expiration
Date, which exercise would affirmatively indicate that the Dodgers will not
conduct their spring training operations and play at least twelve (12) Spring
Training Home Games (in accordance with Section 5.01 of this Agreement, as
amended) at the Facility during Spring Training 2009, then the Dodgers will be
required to pay to the County liquidated damages in the amount of Five Hundred
Seventy -Five Thousand Dollars ($575,000); provided, however, that the Dodgers
will not be required to pay any of the aforesaid amount of liquidated damages if
any other Major League Baseball team conducts its spring training operations and
plays its spring training home games at the Facility during Spring Training 2009.
To avoid confusion or misunderstanding, the Dodgers will not be required to pay
any liquidated damages hereunder (i) if the Dodgers exercise their option to
terminate this Agreement prior to the expiration of the Dodgers' Option Period, or
(ii) if the Dodgers conduct their spring training operations and play at least twelve
(12) Spring Training Home Games (in accordance with Section 5.01 of this
Agreement, as amended) at the Facility during Spring Training 2009, or (iii) if
another Major League Baseball team conducts its spring training operations and
plays its spring training home games at the Facility during Spring Training 2009.
If applicable, then at the time that the Dodgers give notice to the County that the
Dodgers are exercising their option to terminate this Agreement after the
expiration of the Dodgers' Option Period, the Dodgers shall accompany such
notice with a check (or other form of payment) for the payment of the liquidated
damages as hereinabove required; provided, however, that Five Hundred Twenty -
Five Thousand Dollars ($525,000) shall be refunded by the County to the
Dodgers within thirty (30) days after the County enters into an agreement with
another Major League Baseball team whereby the other Major League Baseball
team will conduct its spring training operations and play its spring training home
games at the Facility during Spring Training 2009. The County shall retain the
balance of Fifty Thousand Dollars ($50,000) to cover its expenses in obtaining a
another Major League Baseball team to occupy the Facility. If the Dodgers have
not terminated the Facility Lease Agreement by February 20, 2009 pursuant to
their termination rights hereunder, then the Dodgers' failure to commence Spring
Page 5 of 15
Training operations in accordance with past practices at the Facility by February
20, 2009 shall be deemed to constitute an exercise by the Dodgers of their option
to terminate this Agreement. In addition to the foregoing, if the Dodgers exercise
their option to terminate this Agreement after the expiration of the Dodgers'
Option Period but before the New Expiration Date, then the Dodgers will
continue to maintain the fields and common areas of the Facility and pay the
utilities of the Facility until the later of either (i) December 31, 2008, or (ii) for a
period of ninety (90) days after the day that the notice of termination is given to
the County; provided, however, that in either case, the Dodgers' obligations
hereunder shall cease either (x) on the New Expiration Date, or (y) on the day that
another Major League Baseball Club takes possession of the Facility, whichever
occurs first."
As used in the foregoing provision, the term "Agreement" means the Original FLA, as amended.
Section 2.10 Amendment to Section 10.06 of the Original FLA. The County and
Dodgers hereby agree to amend Section 10.06 of the Original FLA by deleting it in its entirety.
This shall also serve to amend Section 3.03 of the Second Amendment by deleting it in its
entirety.
Section 2.11 Amendment to Section 10.07 of the Original FLA. The County and
Dodgers hereby agree to amend Section 10.07 of the Original FLA by deleting it in its entirety.
Section 2.12 Amendment to Section 10.06 of the Original FLA. The County and
Dodgers hereby agree that if Section 10.06 of the Original FLA is deleted pursuant to Section
2.10 of this Third Amendment, then the following provision shall be added to the Original FLA
as the new Section 10.06:
"Dodgers' Fantasy Camp in November 2008: If the Dodgers either (i) exercise
their option to terminate this Agreement pursuant to Section 10.04, or (ii) exercise
their option to terminate this Agreement pursuant to Section 10.05, and (iii) the
County has not entered into an agreement with another Major League Baseball
team that gives such other Major League Baseball team the exclusive right to
occupy the Facility prior to December 31, 2008, then the Dodgers will have the
right, to be exercised in their sole discretion, to conduct an adult baseball fantasy
camp at the Facility for at least one (1) week during the month of November 2008
in the same manner as Dodgers have conducted such fantasy camps while they
have occupied Dodgertown (the "Dodgers' Fantasy Camp"). Notwithstanding the
foregoing, nothing contained herein shall require the Dodgers to conduct the
aforementioned Dodgers' Fantasy Camp. If the County has entered into an
agreement with another Major League Baseball team that gives such other team
the right to occupy the Facility prior to December 31, 2008, then, if the Dodgers'
request permission to conduct the Dodgers' Fantasy Camp, the County will make
its best efforts to obtain the other Major League Baseball team's authorization to
permit the Dodgers to conduct the Dodgers' Fantasy Camp as herein specified. In
addition to the activities that the Dodgers have traditionally conducted during
Page 6 of 15
such fantasy camps in the past, the Dodgers will celebrate and pay tribute to their
60 year history at Dodgertown and their involvement with the City of Vero Beach
and with Indian River County through activities to be developed by Dodgers and
conducted during the Dodgers' Fantasy Camp. All expenses relating to the
Dodgers' Fantasy Camp shall be borne solely by the Dodgers, and all revenues
generated by the Dodgers' Fantasy Camp shall be retained solely by the
Dodgers."
ARTICLE III
Governing Documents
Section 3.01 Governing Documents. The parties hereto acknowledge that certain rights
were granted to each of them, and certain obligations were undertaken by each of them, with
respect to the ownership, use, operation, and maintenance of the Facility pursuant to the
agreements and other documents listed below (collectively, the "Governing Documents"):
Capital Reserve Account Agreement entered into as of September 1, 20007 by
and among First Union National Bank, a national banking association duly
organized and existing under the laws of the United States, the Dodgers (as
successor -in -interest to Los Angeles Dodgers, Inc.), and the County.
Collateral Development Agreement entered into as of August 29, 2001, and
recorded in Official Records Book 1426, Page 0596, of the Public Records of
Indian River County, Florida, by and between the Dodgers (as
successor -in -interest to Los Angeles Dodgers, Inc.) and Vero Acquisition, LLLP,
a Florida limited liability limited partnership, as amended by First Amendment
to Collateral Development Agreement made as of June 24, 2004, and recorded
in Official Records Book 1758, Page 0516, of the Public Records of Indian River
County, Florida, between the Dodgers (as successor -in -interest to Los Angeles
Dodgers, Inc.) and Dodgertown Venture LLLP, as further amended by Second
Amendment to Collateral Development Agreement made as of November 17,
2005, and recorded in Official Records Book 1961, Page 985, of the Public
Records of Indian River County, Florida, by and among the Dodgers, the City,
and DT Commons, LLC, and consented to by the County. The Collateral
Development Agreement, as so amended, is referred to as the "Collateral
Development Agreement."
Declaration of Covenants, Conditions, and Restrictions made as of
November 17, 2005, and recorded in Official Records Book 1961, Page 978, of
the Public Records of Indian River County, Florida, by and between the Dodgers
and the City.
Development Agreement entered into as of September 1, 2000, by and between
the County and the Dodgers (as successor -in -interest to the Los Angeles Dodgers,
Inc.).
Page 7 of 15
The Facility Lease Agreement.
Parking Property Lease Agreement entered into as of November 17, 2005, by
and between the Dodgers and the City, together with Parking Property Letter
from the Dodgers (Mr. Craig Callan) to City (Mayor Mary Beth McDonald) dated
November 17, 2005 (collectively, the "Parking Property Lease").
Section 3.02 Disposition of Governing Documents. In accordance with the intentions
of the parties as expressed in the Recitals set forth above, the parties hereby agree that each of
the Governing Documents shall be handled in the following manner, effective as of the New
Expiration Date or such earlier date as the Facility Lease Agreement is terminated as provided
above:
(a) Capital Reserve Account Agreement. Upon the termination of the Facility Lease
Agreement, the County shall notify the Capital Reserve Account Agent (as defined in the Capital
Reserve Account Agreement) of said termination, and, pursuant to Section 3(b) of the Capital
Reserve Account Agreement, shall instruct the Capital Reserve Account Agent to disburse to the
County all funds then on deposit in the Capital Reserve Account, including any investment
earnings thereon. Notwithstanding the immediately preceding sentence and the County's right
hereunder to take the actions described in Section 3(b) of the Capital Reserve Account
Agreement, nothing contained in this Third Amendment shall be deemed to constitute a default
by Dodgers under the Facility Lease Agreement. In accordance with Section 12 of the Capital
Reserve Account Agreement, the Capital Reserve Account Agreement shall terminate upon
disbursement of all funds in the Capital Reserve Account.
(b) Collateral Development Agreement. Because the Collateral Development
Agreement constitutes covenants running with the land, the County shall automatically and
without further instrument succeed to the interest of the Dodgers in and to the Collateral
Development Agreement.
(c) Declaration of Covenants Conditions and Restrictions. Because the Declaration
of Covenants, Conditions, and Restrictions constitutes covenants running with the land, the
County shall automatically and without further instrument succeed to the interest of the Dodgers
in and to the Declaration of Covenants, Conditions, and Restrictions.
(d) Development Agreement. Other than any remaining Warranty Obligations (as
defined in the Development Agreement) (if any), the parties acknowledge that Final Completion
of the Development Agreement has previously occurred, and, therefore, that the term of the
Development Agreement has previously expired.
(e) Facility Lease Agreement. Except as otherwise expressly set forth in the Facility
Lease Agreement and this Third Amendment, the Facility Lease Agreement will be of no further
force or effect.
(f) Parking Property Lease. As provided in Section 13.02 of the Parking Property
Lease and the County's Joinder thereto, if the Facility Lease Agreement expires or is terminated,
the County shall assume all of the rights and obligations of Dodgers under the Parking Property
Page 8 of 15
Lease and the City shall be entitled to continue to occupy and use the Parking Property in
accordance with the terms and conditions thereof until the Parking Property Lease expires or is
terminated.
ARTICLE IV
Release of Claims
Section 4.01 Release of Claims. In consideration for the promises, covenants, conditions,
warranties, and representations made by each party in this Third Amendment to the other parties,
and for such other consideration, the receipt and adequacy of which is hereby acknowledged by
each of the parties, each party (i.e., each of the County, the Dodgers, and the City), for itself and on
behalf of each of its divisions, subsidiaries, parents, units, affiliated entities, owners, stockholders,
members, directors, officers, employees, agents, attorneys, representatives, partners, predecessors,
heirs, successors and assigns, and each and every person acting by, through, under or in concert
with them, or any of them (hereinafter referred to collectively as the "Releasing Party"), hereby
waives, releases, forever discharges, and covenants not to sue each of the other parties and their
respective divisions, subsidiaries, parents, units, affiliated entities, owners, stockholders, members,
directors, officers, employees, agents, representatives, partners, predecessors, heirs, successors and
assigns, and each and every person acting by, through, under or in concert with them, or any of
them (hereinafter referred to collectively as the "Released Parties"), of, from, or for any and all
manner of action or actions, cause or causes of action, at law or in equity, suits, debts, liens,
contracts, agreements, promises, claims, demands, damages, liability, costs and/or expenses
(including, but not limited to, reasonable attorneys' fees), of any nature whatsoever, including,
without limitation, any statutory, civil, and/or administrative claims, whether known or unknown,
fixed or contingent, that the Releasing Party has, has had, or may hereafter have against the
Released Parties by reason of any matter, cause, or thing whatsoever arising out of based upon, or
relating to the Facility Lease Agreement or any of the other Governing Documents, including,
without limitation, any claims arising out of based upon, or relating to the Released Parties' alleged
breach of the Facility Lease Agreement or any of the other Governing Documents, any alleged
breach of the covenant of good faith and fair dealing by the Released Parties in connection with the
Facility Lease Agreement or any of the other Governing Documents, any negligent, willful or
fraudulent misrepresentations allegedly made by or attributed to the Released Parties in connection
with the Facility Lease Agreement or any of the other Governing Documents, and any alleged acts
of bad faith on the part of the Released Parties in connection with the Facility Lease Agreement or
any of the other Governing Documents (hereinafter referred to collectively as the "Released
Claims"). Notwithstanding the foregoing, Released Claims do not include obligations arising
under the Facility Lease Agreement (as modified by this Third Amendment exclusive of this
Section 4.01) or any of the other Governing Documents from and after the date of this Third
Amendment until the expiration or earlier termination of the Facility Lease Agreement as modified
hereby.
Section 4.02 Covenant Not to Sue. In consideration for the promises, covenants,
conditions, warranties, and representations made by each Releasing Party hereto to each of the
Released Parties, and for such other consideration, the receipt and adequacy of which is hereby
acknowledged, each Releasing Party hereby covenants not to sue and/or to assert in any procedural
Page 9 of 15
form or forum, whether initially or by way of defense, offset, or cross-, counter-, or third party
claim, any Released Claims (as defined above) which each Releasing Party has, has had, or may
hereafter have against the other Released Parties which have been released by each of them pursuant
to this Agreement_
Section 4.03 No Assignment of Released Claims. Each Releasing Party represents and
warrants that it has not assigned or otherwise transferred to any person or entity any interest in any
Released Claims which it may have against either or both of the other Released Parties, and agrees
to indemnify and hold harmless the other Released Parties from and against any Released Claims,
demands, damages, costs, expenses and attorneys' fees incurred by the other Released Parties as a
result of any person or entity asserting any such assigned or transferred Released Claims, or any
rights or Released Claims under any such assignment or transfer.
Section 4.04 Payment for Defense against Released Claims. Each Releasing Party
agrees that if it commences, joins in, or in any way seeks relief through any action arising out of,
based upon, or relating to any of the Released Claims, or in any way asserts against any of the
Released Parties any of the Released Claims, then the Releasing Party shall pay to the Released
Parties, in addition to any other damages caused to the Released Parties thereby, all reasonable
attorneys' fees and other fees and costs incurred by the Released Parties, or any of them, in
defending against or otherwise responding to said action and/or Released Claims.
Section 4.05 Dodgers' Release of Claims against Other Major League Clubs. The
Dodgers, on behalf of itself and its Releasing Parties, hereby waive, release, and forever discharge
any and all claims (regardless of whether such claims arise in tort or contract law, or when such
claims may have arisen) they may have against the County and its Released Parties and all other
Major League Baseball Clubs, their divisions, subsidiaries, parents, units, affiliated entities,
owners, stockholders, members, directors, officers, employees, agents, attorneys, representatives,
partners, predecessors, heirs, successors and assigns, and each and every person acting by, through,
under or in concert with them, or any of them (herein the "MLB Club Parties") arising out of or
relating to any such MLB Club Parties' discussions or negotiations with the County, or any
County representative, agent, employee, or attorney, to replace the Dodgers as the lessee and
user of the Facility or to lease the Facility from the County, regardless of whether the Facility
Lease Agreement (as modified by this Third Amendment) was in effect at the time of such
discussions or negotiations, or had terminated, including, but not limited to, claims for
interference with contractual relations or interference with prospective business advantage. It is
the express intent and understanding of the parties hereto that, in light of the voluntary decision
of the Dodgers to relocate their spring training activities to a location other than the Facility and
the County's desire to retain spring training activities at the Facility, the County should and must
be free to discuss use of the Facility with any and all potential MLB Club Parties and that such
MLB Club Parties may enter into discussions or negotiations with the County for the use of the
Facility without fear of reprisal in any form by the Dodgers. Each MLB Club Party that has ever
entered, or will in the future enter, into discussions or negotiations with the County or any of its
representatives, agents, employees or attorneys, for use as lessee of the Facility, shall be entitled
to rely on this Section 4.05 as a third party beneficiary.
Page 10 of 15
Section 4.06 Survival. The provisions of this Article IV shall survive the termination or
expiration of the Facility Lease Agreement.
ARTICLE V
Option to Void Certain Provisions of Third Amendment
Section 5.01 Dodgers' Option to Void Certain Provisions of this Third Amendment:
Notwithstanding anything to the contrary contained in this Third Amendment, Dodgers shall
have the option and right, to be exercised in their sole and absolute discretion, to revoke, nullify,
and void, ab initio, the following sections and provisions of this Third Amendment: Sections
2.01, 2.025 2.03, 2.05, 2.07, 2.08, 2.0% 2.12, and 3.02. Dodgers shall exercise their option
hereunder, if at all, by giving the County written notice thereof on or before 5:00 P.M. (EST) on
March 31, 2008.
Section 5.02 Effective Provisions of this Third Amendment: To avoid confusion or
misunderstanding regarding the effect of Dodgers' rights under Section 5.01, above, the parties
hereby agree that the following provisions shall become effective and may not be voided by
either party without the consent and agreement of the other after this Third Amendment has been
executed by both parties: Sections 2.04, 2.06, 2.10, 2.11, 3.01, 4.01, 4.02, 4.03, 4.04, 4.05, 5.01,
and 5.03.
Section 5.03 Alternative Amendment to Section 1004 of the Original FLA. If, and
only if, Dodgers exercise their option and rights under Section 5.01 of this Third Amendment,
then Section 10.04 of the Original FLA shall be amended by being deleted it in its entirety and
replaced with the following provision:
"If, at any time during the Initial Term (and not a Renewal Term), the Dodgers
either (i) lose the right to own the Team, or (ii) are unable for any reason to hold
Spring Training Home Games in the Facility, or (iii) otherwise decide, in their
sole discretion, to cease to conduct their spring training operations and/or Spring
Training Home Games at the Facility, such event shall constitute a "Cessation of
Use" of the Facility by the Dodgers. Notwithstanding anything to the contrary
contained in this Agreement, a Cessation of Use of the Facility by the Dodgers
shall entitle either party to terminate this Agreement by giving the other ten (10)
days' written notice of termination to the other party. If the notice of termination
is given by the County to the Dodgers hereunder, then the Dodgers shall have ten
(10) days after receipt of the aforementioned notice of termination to renounce the
Cessation of Use by confirming to the County, in writing, their intention to
continue to use the Facility during the Initial Term as the spring training facility
for the Team. Subject to the Dodgers' right to cure hereunder, a termination
pursuant to the provisions of this Section 10.04 shall become effective upon the
expiration of the ten (10) days notice period."
Page 11 of 15
Section 5.04 Alternative Amendment to Section 10.05 of the Original FLA. If, and
only if, Dodgers exercise their option and rights under Section 5.01 of this Third Amendment,
then Section 10.05 of the Original FLA shall be amended by being deleted it in its entirety and
replaced with the following provision:
"If this Agreement is terminated by the either party during the Initial Term as the
result of a Cessation of Use by the Dodgers, then the Dodgers shall pay to the
County, as "Liquidated Damages" and in lieu of all other remedies and/or
damages of any type which may be available to the County, the sum of Five
Hundred Seventy Five Thousand Dollars ($575,000) for each full year remaining
in the Initial Term after the date of termination as determined in accordance with
the provisions of Section 10.04 (Cessation of Use by Dodgers), above. For
purposes of the foregoing, a "year" shall mean a period of twelve months
commencing on May 1 and ending on April 30 of the following calendar year
(e.g., May 1, 2020 to April 30, 2021 is the last year of the Initial Term)."
ARTICLE VI
Donation of Furniture, Fixtures and Equipment
Section 6.01 Donation of Furniture Fixtures and Equipment ("FF&EDl If, and only if,
(i) the Dodgers do not exercise their option and rights under Section 5.01 of this Third
Amendment and (ii) the Facility Lease Agreement is terminated on or before May 31, 2009,
then, upon vacating Dodgertown, the Dodgers shall donate and quitclaim to the County, "AS IS"
and "WHERE IS," all of the FF&E listed in Exhibit A hereto (as same may be modified from
time to time to reflect replacement equipment). The Dodgers make no representations and/or
warranties whatsoever, express or implied, as to the value, condition, merchantability, fitness for
any particular or general use and/or purpose, or any other aspect of any of the FF&E.
ARTICLE VII
Reimbursement of Attorneys' Fees
Section 7.01 Reimbursement of Attorneys' Fees: Within ten (10) days after the
execution of this Third Amendment by both parties, the Dodgers shall pay the County the sum of
Five Thousand Dollars ($5,000) to reimburse the County for attorneys' fees incurred by the
County in connection with this Third Amendment.
[Remainder of page intentionally left blank.]
Page 12 of 15
IN WITNESS THEREOF, the undersigned have executed this Third Amendment as of
the day and year first above written.
[Seal]
Date: February 19, 2008
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
By: 4,Z G ®�Gsf
pecial County Attorney
STATE OF FLORIDA )
COUNTY OF INDIAN RIVER )
i+.'
INDIAN RIVER EO.'f.JNV, eFLORJDA,
AS LESSOR n f
By" T a�rr'Itr Z� 44M
ra L
Its: Chairman, •Sand,. -Bolden
Attest:
ICri
J.K. BARTON
CLL -RK CIRCUIT COURT
The foregoing instrument was acknowledged before me this 19th day of
February , 2008, by Sandra L. Bowden , as Chairman of Indian River
County, Florida, a political subdivision of the State of Florida, on behalf of such political
subdivision. She is personally known to me or produced a valid driver's license as identification.
P0.Y Pp
EM.CASkNO
* MY COMMISSION t DO 702M
EXPIRES: August 6, 2011
Oary ub is �4rfwnOBWM TM K40 NM'Swim
Print Name: E. M. Casano
My commission expires: August 6, 2011
Page 13 of 15
LOS ANGELES DODGERS LLC,
AS LESSEE
1 - / I
Date: I (% By:
Its: Vice Presid , pnng Training
and MinorEqa. e Facilities
STATE OF FLORIDA
COUNTY OF INDIAN RIVER
The foregoing instrument was acknowledged before me this \iC day of
r� 2008, by as Vice President, Spring
Training and or League Facilities Los Angeles Dodgers LLC, a Delaware limited liability
company, on behalf of such limited liability company. He is personally known to me or
produced a valid driver's license as identification.
I
z o
N ary b'
Print Name: acc�,�c ^`cam
My commission expires:
'e* Ncfary Public State ;If F;arida
Nancy Freden�:k GNfmck
yF �o` My Commission �D55,6,r
o;6v�� Expires 05130/2010
Page 14 of 15
JOINDER AND CONSENT
CITY OF VERO BEACH, a municipal corporation of the State of Florida (the "City")
hereby joins in the foregoing Third Amendment to Facility Lease Agreement in order to
evidence its consent and agreement to the provisions thereof, including, without limitation,
Article IV thereof.
[Seal]
Date:. -7-D8
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
MET!
. �.i �I-ir,Fa•
CITY OF VERO BEACH
By
Attest:
i E
Clerk
r:m t
The foregoing instrument was acknowledged before me this day of
Y�10.rLh 2008, by— mu
r+,oasPuDK:ka Tammy K.✓ock as m�Ma�ac:�„ctutof City of
Vero Beach, a municipal corporation of the State of Florida, on behalf of such municipal
corporation. She/He is personally known to me or produced a valid driver's license as
identification.
Notary Public
Print Name: S✓, e r r : 10A'-/0
My commission expires:
p�I� 5tWO Phoo
* 6 by Cornnion NnDD381880
"`-��� Ezpms December 03.20M
Page 15 of 15