Loading...
HomeMy WebLinkAbout2005-368 (2) 1704562 RECORDED IN THE RECORDS OF JEFFREY K BARTON , CLERK CIRCUIT COURT INDIAN RIVER CO FL , BK : 1961 PG : 1025 , 11 / 17 / 2005 04 : 29 PM PREPARED BY : RESERVED FOR USE BY Santiago Fernandez, Esq. CLERK OF CIRCUIT COURT O Senior Vice President & General Counsel (`S1 g Los Angeles Dodgers LLC o x 1000 Elysian Park Avenue �- m M Los Angeles, California 90012 EW ~ X 1 E j Eric D. Rapkin, Esq. OR o Akerman Senterfitt 350 East Las Olas Boulevard, Suite 1600 Ft. Lauderdale, Florida 33301 SECOND AMENDMENT TO FACILITY LEASE AGREEMENT This SECOND AMENDMENT TO FACILITY LEASE AGREEMENT (" Second Amendment") is made as of this 11th day of November, 2005 (the "Effective Date"), by and between 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") . 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 (as successor-in- interest to Los Angeles Dodgers , Inc . , a Delaware corporation) 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, 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 together, the "Facility Lease Agreement") ; and C . WHEREAS , the City of Vero Beach, Florida, a municipal corporation of the State of Florida (the "City") and Dodgers desire to enter into a lease agreement (the "Parking Property Lease Agreement') whereby Dodgers will sublease to the City the Parking Property, as defined in the Facility Lease Agreement, comprised of approximately 9 . 1297 acres and as described more fully in Exhibit A hereto , which Parking Property is used by Dodgers to provide public {Fn908O6;2 ) Page 1 of 9 BK : 1961 PG : 1026 parking for spring training home games and other events held at the Facility as more fully described in the Facility Lease Agreement; and D . WHEREAS, pursuant to Section 12 . 02 of the Facility Lease Agreement, Dodgers are authorized to sublease the Parking Property to the City, but, pursuant to Section 4 .06(b) of the Facility Lease Agreement, are required to obtain the County ' s consent to enter into any contract the term of which extends beyond the expiration date of the Term of the Facility Lease Agreement; and E . WHEREAS, the City desires to have the term of the Parking Property Lease Agreement commence on the Effective Date (as defined in the Parking Property Lease Agreement), and expire on November 30 , 2045 ; and F . WHEREAS, subject to the terms and conditions of this Second Amendment, the County has agreed to consent to the extended term of the Parking Property Lease Agreement. COVENANTS NOW THEREFORE, in consideration of the foregoing Recitals (which are hereby incorporated into this Second Amendment) and the mutual promises and covenants set forth below, the parties hereto agrees as follows : ARTICLE I Exhibitions and Definitions Section 1 . 01 Exhibits. All Exhibits attached hereto are incorporated into this Agreement and made a part hereof by this reference . Section 1 . 02 Definitions. All capitalized terms not otherwise defined in this Second Amendment shall have the meanings set forth in the Facility Lease Agreement. Section 1 . 03 Undefined Terms . All personal pronouns used in this Agreement, 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 II Consent to Extended Term ; Approval and Assumption of Parking Property Lease Agreement Section 2 . 01 . Consent to Extended Term. Pursuant to Section 4 . 06(b) of the Facility Lease Agreement, the County hereby grants its consent and agrees that the term of the Parking Property Lease Agreement to be entered into by and between Dodgers and the City shall commence on the Effective Date (as defined in the Parking Property Lease Agreement) , and shall expire on November 30, 2045 (the "Extended Term") . {FT290806;2} Page 2 of 9 BK : 1961 PG : 1027 Section 2 . 02 . Approval of Parking Property Lease Agreement. The County acknowledges that the Parking Property Lease Agreement (a copy of which is attached hereto as Exhibit B) to be entered into by Dodgers and the City is a sublease of the Facility Lease Agreement. The County further acknowledges that it has reviewed and approved the Parking Property Lease Agreement and hereby agrees that the Parking Property Lease Agreement , in the form attached hereto as Exhibit B . is consistent with and does not violate any of the terms of the Facility Lease Agreement, including, without limitation, any of the limitations on use of the Parking Property set forth in the First Amendment. Without limiting the effect of the foregoing, the County specifically acknowledges and agrees that the City shall have the exclusive right to use, improve, manage, and operate the Parking Property in accordance with the terms and conditions of the Parking Property Lease Agreement, provided that the Parking Property shall be utilized by the City only for the purpose of constructing and operating thereon (i) a municipally- owned, public golf course or (ii) green space, or (iii) a park-like setting (the "Permitted Uses" ) . Section 2 . 03 . Assumption of Parking Property Lease Agreement. In the event that the Facility Lease Agreement expires or is terminated before the Parking Property Lease Agreement expires or is terminated, the County shall assume all of the rights and obligations of Dodgers under the Parking Property Lease Agreement and the City shall be entitled to continue to occupy and use the Parking Property in accordance with the terms and conditions of the Parking Property Lease Agreement until it expires or is terminated. In furtherance of the foregoing, the County hereby waives the limitation set forth in Sections 3 . 040 ) and 3 .04(k) of the First Amendment. ARTICLE III Amendments to Facility Lease Agreement Section 3 . 01 . The Land. Pursuant to Section 3 . 01 of the First Amendment, the Facility Lease Agreement was amended so that, effective as of March 23 , 2004 , the property referred to in the Facility Lease Agreement and defined therein as the "Land" was expanded to include and encompass the Parking Property, All rights and obligations that Dodgers had with regard to the Land pursuant to the Facility Lease Agreement, including, without limitation, the option to purchase the Land pursuant to Section 2 .05 of the Facility Lease Agreement, were thus applied to the Parking Property. Because of the Extended Term of the Parking Property Lease Agreement and the rights granted to the City therein, the County and Dodgers hereby agree that notwithstanding the provisions of Section 3 . 01 of the First Amendment, all references to the "Land" or to the "Facility" in the Facility Lease Agreement shall be subject to the provisions of this Article III . ( Fr2908062 ) Page 3 of 9 BK : 1961 PG : 1028 Section 3 . 02 . Amendment to Section 2 . 05 of the Facility Lease Agreement. In accordance with Section 3 .01 , above, the County and Dodgers hereby agree to amend Section 2 . 05 of the Facility Lease Agreement by adding the following two sentences to the end of the paragraph : "Notwithstanding the foregoing, if Dodgers exercise either the right of first refusal described in the first sentence of this Section 2 . 05 or the option to purchase the Facility pursuant to third sentence of this Section 2 .05 , the Dodgers shall not be required to purchase the Parking Property as part of the Facility, but may elect, at their sole discretion, to purchase the Facility without the Parking Property. In such case, the Parking Property shall be treated as a parcel of land separate and distinct from the Facility. " Section 3 . 03 . Amendment to Section 10 . 06 of the Facility Lease Agreement. In accordance with Section 3 .01 , above , the County and Dodgers hereby agree to amend Section 10 . 06 of the Facility Lease Agreement by adding the following two sentences to the end of the paragraph: "Notwithstanding the foregoing, if Dodgers exercise their right under this Section 10 . 06 to purchase the Facility, Dodgers shall not be required to purchase the Parking Property as part of the Facility, but may elect, at their sole discretion , to purchase the Facility without the Parking Property . In such case , the Parking Property shall be treated as a parcel of land separate and distinct from the Facility and any calculation of ` the then fair market value of the Facility' shall not include the then fair market value of the Parking Property unless Dodgers express their desire to purchase the Parking Property as part of the Facility. " Section 3 . 04. Amendment to Section 3 . 07 of First Amendment. In accordance with Section 3 . 01 , above, the County and Dodgers hereby agree to amend Section 3 . 07 of the First Amendment by adding the following two sentences to the end of the paragraph: "Notwithstanding the foregoing, if Dodgers exercise their right to purchase the Facility pursuant to the right of first refusal or the repurchase option set forth in the County Deed, Dodgers shall not be required to ' purchase the Parking Property as part of the Facility, but may elect, at their sole discretion, to purchase the Facility without the Parking Property. In such case , the Parking Property shall be treated as a parcel of land separate and distinct from the Facility and any calculation of ' the then fair market value of the Facility ' shall not include the then fair market value of the Parking Property unless Dodgers express their desire to purchase the Parking Property as part of the Facility . " Section 3 . 05 . Easements. If pursuant to any of the foregoing provisions Dodgers purchase the Facility without the Parking Property and Dodgers continue to use the Facility for spring training, then, at Dodgers' option, the parties shall execute and record appropriate easements burdening the Parking Property in favor of Dodgers as owner of the Facility for Dodgers to continue to use the Parking Property for parking purposes in connection with Major (M9080e;2 ) Page 4 of 9 BK : 1961 PG : 1029 League Baseball spring training home games . If Dodgers do not continue to use the Facility for spring training and to conduct Major League Baseball spring training home games , then no easements burdening the Parking Property in favor of Dodgers shall be executed and recorded unless Dodgers pay the County fair market value for such easement. [Remainder of page intentionally left blank. ] (M90806;2) Page 5 of 9 BK : 1961 PG : 1030 IN WITNESS THEREOF, the undersigned have executed this Second Amendment as of the day and year first above written. [ Seal ] INDIAN RIVER COUNTY, FLORIDA , AS LESSOR Date : 11 - 08 - 05 By: ` Its : Chairman Attest : +� Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY .• By : pecial County Attorney STATE OF FLORIDA ) COUNTY OF INDIAN RIVER ) The foregoing instrument was acknowledged before me this 8th day of November 20045by Thomas S . Lowther as Chairman of Indian River County, Florida , a political subdivision of the State of Florida , on behalf of such political subdivision . SDI@( is personally known to He Nota, Notary Publ ' Print Name : Kimberly E . Massung My commission expires : July 15 , 2007 , % n :'ti;�_ Onbery E. Massung : MYCOMMISSION # DD216503 EXPIRES �:. ]uy 15. 2D07 P411 % BONDED IHRU TROY FAVI NSURANCE INC ; FT290806;21 Page 6 of 9 BK : 1961 PG : 1031 [Seal] LOS ANGELES DODGERS LLC, AS LESSEE Date : 01-7105- By : Its : Vlce vi Attest: Secretary STATE OF ft*cDA ) COUNTY OF 1* 014v PUGPL� ) The foregoing instrument was acknowledged before me this 11 day of 2005, by (vats tea..- , as vi ZC 0164&j of 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. Notary Public CVL� V' dv(40r - Print Name : Eck PC aq" My commission expires : ��i�°�p6�p8 k "' �%o e 1jeso {FT290906;2 ? Page 7 of 9 BK : 1961 PG : 1032 EXHIBIT A LEGAL DESCRIPTION OF PARKING PROPERTY A PARCEL OF LAND LYING IN SECTION 3 , TOWNSHIP 33 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, DESCRIBED AS FOLLOWS : COMMENCE AT THE NORTHWEST CORNER OF SAID SECTION 3 ; THENCE SOUTH 67 DEGREES 59 MINUTES 23 SECONDS EAST, A DISTANCE OF 80 . 89 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF INDIAN RIVER FARMS WATER CONTROL DISTRICT CANAL A3 ; THENCE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST , ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE OF 288 . 78 FEET, TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND ; THENCE CONTINUE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST, ALONG SAID LINE, A DISTANCE OF 392 . 00 FEET; THENCE SOUTH 0 DEGREES 14 MINUTES 21 SECONDS WEST, A DISTANCE OF 876 . 82 FEET; THENCE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST, A DISTANCE OF 414 . 56 FEET ; THENCE SOUTH 63 DEGREES 53 MINUTES 04 SECONDS EAST, A DISTANCE OF 149 . 35 FEET; THENCE NORTH 89 DEGREES 45 MINUTES 39 SECONDS WEST, A DISTANCE OF 905 . 94 FEET ; THENCE NORTH 0 DEGREES 14 MINUTES 21 SECONDS EAST , A DISTANCE OF 85 . 00 FEET ; THENCE NORTH 89 DEGREES 45 MINUTES 39 SECONDS WEST , A DISTANCE OF 35 .00 FEET ; THENCE NORTH 0 DEGREES 14 MINUTES 21 SECONDS EAST, A DISTANCE OF 857 . 00 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINING 9 . 1297 ACRES , MORE OR LESS . ( M90806;21 Page 8 of 9 BK : 1961 PG : 1033 EXHIBIT B PARKING PROPERTY LEASE AGREEMENT (SAMPLE) (A440C 9 {FT290806;2} Page 9 of 9 BK : 1961 PG : 1034 EXHIBIT " B " PREPARED BY ; RESERVED FOR USE BY Santiago Fernandez, Esq. CLERK OF CIRCUIT COURT Senior Vice President & General Counsel Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, California 90012 RECORD AND RETURN TO : Eric D. Rapkin, Esq. Akerman Senterfitt 350 East Las Olas Boulevard, Suite 1600 Ft. Lauderdale, Florida 33301 PARKING PROPERTY LEASE AGREEMENT This PARKING PROPERTY LEASE AGREEMENT (the "Agreement") is entered into as of November _, 2005 , by and between LOS ANGELES DODGERS LLC, a Delaware limited liability company ("Dodgers' ), and the CITY OF VERO BEACH, a municipal corporation of the State of Florida (the "City") . RECITALS A. WHEREAS , Indian River County, Florida, a political subdivision of the State of Florida (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 (as successor-in-interest to Los Angeles Dodgers, Inc . , a Delaware corporation) operate the Facility pursuant to the Facility Lease Agreement entered into by and between Dodgers and the County as of September 1 , 2000, recorded in Official Records Book 1426, Page 0567, of the Public Records of Indian River County, Florida, as amended by the First Amendment to Facility Lease Agreement, dated as of June 24, 2004 , recorded in Official Records Book 1758 , Page 0529, of the Public Records of Indian River County, Florida, and by the Second Amendment to Facility Lease Agreement, dated on or about the date hereof, and which has been recorded in the Public Records of Indian River County, Florida prior to the recording of this Agreement (together, the "Facility Lease Agreement') ; and C . WHEREAS , the City desires to lease from Dodgers, and Dodgers desire to lease to the City, the Parking Property, as defined in the Facility Lease Agreement, comprised of approximately 9 . 1297 acres used by Dodgers to provide public parking for spring training home games and other events held at the Facility, in accordance with the terms and conditions set forth in this Agreement. { FT284532;3 } Page 1 of 21 BK : 1961 PG : 1035 COVENANTS NOW, THEREFORE, in consideration of the foregoing Recitals (which are hereby incorporated into this Agreement) and of the mutual promises, covenants , conditions, warranties, and representations set forth herein, the parties hereto agree as follows : ARTICLE I Exhibitions and Definitions Section 1 . 01 Exhibits. All Exhibits attached hereto are incorporated into this Agreement and made a part hereof by this reference. Section 1 .02 Definitions . All capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Facility Lease Agreement. Additionally, the following terms shall have the following meanings : (a) "Agreement" means this Agreement between Dodgers and the City, and all of the attached exhibits. (b) "City" means the City of Vero Beach, Florida, a municipal corporation of the State of Florida. (c) "County" means Indian River County, Florida, a political subdivision of the State of Florida. (d) "Dodgers" means Los Angeles Dodgers LLC, a Delaware limited liability company. (e) "Dodgers ' Events" means any and all events and activities held on the premises of the Facility for which Dodgers shall retain the use of the Parking Property for parking, including, without limitation, Home Games and the County' s use of the Facility for twenty (20) days per Lease Year (as defined in the Facility Lease Agreement) pursuant to Section 6 .04 of the Facility Lease Agreement. (f) "Effective Date" means November _, 2005 . (g) "Facility" means the land and baseball spring training facilities located at 4001 26th Street, Vero Beach, Florida 32960, and known generally as "Dodgertown . " The Facility includes, without limitation, the spring training baseball stadium known as "Holman Stadium," the eighty-nine (89) unit hotel facility, the conference center with meeting and dining rooms, the baseball administration - building with clubhouses and weight room, the indoor batting and pitching cages, and the four (4) baseball practice fields and two (2) half baseball practice fields, and any additional improvements hereafter constructed on the Land by Dodgers . (h) "Holman Stadium" means the baseball stadium located at the Facility. {Fr284532;3 } Page 2 of 21 BK : 1961 PG : 1036 (i) "Home Games" means all spring training exhibition games to be played by the Team at the Facility, all games to be played by the Vero Beach Dodgers at the Facility, and all other professional baseball games played by any other team at the Facility during the Term. 0 ) "Improvements" means any and all improvements made to the Parking Property either: (i) by the City in connection with the Permitted Uses, or (ii) by Dodgers for the purpose of ensuring the ready availability and adequacy of parking for all Dodgers ' Events . The form and structure of all Improvements will be determined by mutual agreement of the parties; provided, however, that no Improvement shall be made upon the Parking Property if such Improvement will interfere in any way with Dodgers ' use of the Parking Property for parking during Dodgers' Events. (k) "Lease Year" means a twelve month period commencing on December 1 of any calendar year of the Term hereof and ending on November 30 of the following calendar year; provided, however, that the First Lease Year shall commence as of the Effective Date and end on November 30, 2006. (1) "Maintenance Standards" means the standards of maintenance, repair, and operations maintained by managers of comparable facilities (e. g. , municipally-owned, public golf courses) in comparable markets in the State of Florida in accordance with reasonable commercial practices then in use . (m) "Major League Baseball" means the Office of the Commissioner of Baseball, the American and National , Leagues of Professional Baseball Clubs, Major League Baseball Enterprises, Inc . , Major League Baseball Properties, Inc . , Major League Baseball Properties Canada Inc . , Baseball Television, Inc . , MLB Advanced Media, L.P . , MLB Advanced Media, Inc. , MLB Media Holdings, Inc . , MLB Media Holdings, L.P . , MLB Online Services, Inc. , and any of their respective present or future affiliates, assigns or successors. (n) "Parking Property" means the approximately 9 . 1297 acre parcel described in Recital C, above, and more particularly described in Exhibit A hereto . (o) "Permitted Uses" is defined in Section 3 .01 , below . (p) "Team" means the Major League baseball team owned by Dodgers and known as the "Los Angeles Dodgers ." (q) "Term" is defined in Section 2 .01 , below . Section 1 . 03 Undefined Terms . Any terms of art used in this Agreement, but not otherwise defined above, shall have the meanings generally ascribed to them in leases of real property. All personal pronouns used in this Agreement, whether used in the feminine, masculine, or neuter gender, shall include all other genders, and the singular shall include the plural and vice versa. ( r2aas32;3 ) Page 3 of 21 BK : 1961 PG : 1037 ARTICLE II Term and Rent Section 2 . 01 . Term. The "Term" of this Agreement shall commence on the Effective Date and shall expire on November 30, 2045 , unless this Agreement is terminated earlier by the parties pursuant to the provisions hereof. Section 2 .02 . Rent. In consideration for the leasehold rights granted to the City in this Agreement, the City shall perform each and every obligation undertaken by it hereunder in a business-like and timely manner and shall pay to Dodgers the sum of One Dollar ($ 1 . 00) per Lease Year as rent payable in advance. ARTICLE III Use of the Parking Property Section 3 .01 . Lease and Grant of Rights with Respect to the Parking Property. Dodgers hereby lease the Parking Property to the City and the City hereby leases the Parking Property from Dodgers for the Term of this Agreement. Except as otherwise provided in this Agreement, the City shall have the exclusive right to use, improve, manage, and operate the Parking Property in accordance with the terms and conditions of this Agreement, provided that the Parking Property shall be utilized by the City only for the purpose of constructing and operating thereon (i) a municipally-owned, public golf course or (ii) green space or (iii) a parklike setting or (iv) any combination of the foregoing three uses (the "Permitted Uses'). Except as otherwise permitted in this Agreement, during the Term, Dodgers shall not lease to or grant to any person other than the City, the right to use, improve, manage, or operate the Parking Property. Section 3 .02 . The City ' s Rights and Obligations . During the Tenn, the City shall have the following rights, responsibilities , and obligations in connection with the Parking Property: (a) Control the scheduling and use of the Parking Property in accordance with the Permitted Uses, provided that all scheduling and use of the Parking Property shall be subject to the rights of Dodgers to use the Parking Property during Dodgers ' Events ; (b) Perform all maintenance of the Parking Property, including, without limitation, by providing all of the labor and materials required to keep the Parking Property and all Improvements thereon, clean, safe , free of debris, in good working order and repair, and in first-class condition consistent with the Maintenance Standards and all applicable laws and regulations ; (c) Provide all security, crowd control, maintenance, cleaning, landscaping and other personnel or independent contractors required for the proper maintenance and operation of the Parking Property; (d) Obtain and maintain all commercial general liability insurance and real property insurance necessary or appropriate to insure against any liability on the part of Dodgers, the City, and the County with respect to the Parking Property and/or the loss of (Fr284532:3 ) Page 4 of 21 BK : 1961 PG : 1038 the Parking Property or the Improvements thereon . The insurance, as it protects Dodgers ' and the County' s interests, shall be subject to Dodgers ' prior review and approval and shall cause Dodgers and the County to be named as additional insured parties on such policies. Further provisions concerning insurance are set forth in Section 9 . 05 , below. A certificate of insurance evidencing proof of such insurance shall be provided to Dodgers and the County annually, starting on the beginning date of the Term and as further provided in Section 9.05 , below; (e) Set rates and charges for the use of the Parking Property by third parties in connection with the Permitted Uses ; (f) Control, collect, receive, and retain all revenues generated by any means in connection with the Permitted Uses at the Parking Property; (g) Advertise and promote the Permitted Uses at the Parking Property; (h) Select and employ all concessionaires, licensees, and other contractors with respect to the Parking Property and the Permitted Uses; (i) Comply with all applicable laws, ordinances and regulations, including, but not limited to the requirements of the Americans with Disabilities Act of 1990 ("ADA') and any amendments thereto, including Title II, Structural and Title III, Programmatic Accessibility Standards as well as any future additions ; and (j ) Enter into lawful contracts with third parties relating to any and all of the foregoing upon terms and conditions which are consistent with the Maintenance Standards and the terms of this Agreement., Section 3 .03 . Limitations on the City' s Uses of the Parking Property. The City' s rights under this Agreement are subject to the following additional limitations : (a) No contract entered into by the City with any third party pursuant to this Agreement may impair, defeat, or supersede any right of Dodgers hereunder or under the Facility Lease Agreement. (b) The City shall not, without Dodgers ' and the County' s consent, enter into any contract the term of which extends beyond the expiration date of the Term of this Agreement. (c) The City shall take no action which may result in the attachment of a lien or cloud on Dodgers ' interest in or the County' s title to the Facility or any portion thereof, including the Parking Property. If, as a result of the City' s actions, a lien or cloud is attached to Dodgers ' interest and/or the County' s title to the Facility or any portion thereof, the City shall immediately take all reasonable and necessary steps to remove such lien or cloud . tFr284532;3E Page 5 of 21 BK : 1961 PG : 1039 (d) The City shall not knowingly occupy or use the Parking Property for any purpose or in any manner that is unlawful or is not in accordance with the Permitted Uses. (e) Except as such records relate to proprietary or confidential business functions of the City, the City shall maintain all records concerning its responsibilities under this Agreement which are either required to be maintained pursuant to applicable law or which are necessary to verify Dodgers ' rights and/or the City' s obligations under this Agreement, which records shall be made available to Dodgers at the City' s principal place of business during regular business hours upon two (2) days ' prior written notice from Dodgers . (f) In accordance with the policies and standards set by Dodgers pursuant to this Agreement, the City shall function as an independent contractor in fulfilling the duties required by this Agreement. All staff required by the City to accomplish its obligations under this Agreement shall be employees of the City and not Dodgers. (g) The City takes the Parking Property "as is" as of the Effective Date hereof, with no warranty whatsoever from Dodgers as to its condition or its fitness for the intended purposes or Permitted Uses. (h) The City shall provide, at its sole expense, all equipment needed to perform its responsibilities hereunder. (i) In connection with the Permitted Uses, the City shall not undertake any improvements to the Parking Property without the prior permission of (i) Dodgers and (ii) the County to the extent required pursuant to the Facility Lease Agreement . (j ) If Dodgers reasonably believe that the City' s failure to comply with any of its obligations under this Agreement involves a "life safety issue," as hereinafter defined, Dodgers shall have an immediate right to correct the life safety issue and all reasonable costs and expenses incurred by Dodgers in convecting the life safety issue shall be due and payable by the City to Dodgers within thirty (30) days after the submission of an invoice to the City for the payment of same. If such amount is not paid when due, it shall bear interest at the prime rate published by the Wall Street Journal from time to time from the date that the City received Dodgers ' invoice until the date payment was made . For purposes of this Agreement, a "life safety issue" means a situation which imposes an immediate threat of bodily harm or death to any users or occupants of the Facility or any portion thereof, including the Parking Property. (k) Other than the Improvements, or except as otherwise authorized in this Agreement, the City shall not construct any additional buildings or structures on any portion of the Parking Property, or make any structural or exterior modifications or improvements to the Parking Property, without the prior written approval of Dodgers, which approval shall not be unreasonably withheld . Notwithstanding the foregoing, the City shall not make any modifications or improvements of any type to the Parking Property if such modifications or improvements will impede Dodgers ' use of the Parking Property for parking during Dodgers ' Events at the Facility. All Improvements, { FT284532 ;3) Page 6 of 21 BK : 1961 PG : 1040 alterations , or additions placed on the Parking Property by the City shall be conveyed by the City to the County by a quit-claim deed upon the completion of such Improvements , alterations , or additions. (1) On or before the expiration date of this Agreement, or its earlier termination as provided herein, the City shall remove all of its personal property and effects, repair any damage caused by such removal, and surrender and deliver the Parking Property in its "as is" condition. Any personal property or effects not removed within thirty (30) days after the expiration date of this Agreement or its earlier termination as provided herein shall be deemed to have been abandoned by the City, and may be retained or disposed of by Dodgers, at their sole discretion, in accordance with applicable law . (m) Upon the expiration or earlier termination of this Agreement, the City shall return the Parking Property to Dodgers free and clear of any contractual obligations or other legal encumbrances granted by the City, except utility easements and other encumbrances necessary for the maintenance and operation of the Parking Property in accordance with this Agreement. (n) The Parking Property shall not be used for the manufacture or storage of flammable, explosive or Hazardous Materials (as defined below) , except for Hazardous Materials typically found for use in connection with the Permitted Uses. For purposes of this Agreement, "Hazardous Materials" shall mean any containment, chemical, waste, irritant petroleum product, waste product, radioactive material, flammable or corrosive substance, explosive, poly-chlorinated , biphenyls, asbestos, hazardous toxic substance, material or waste of any kind, or any other substance that any environmental law regulates . "Hazardous Materials" shall include, but not be limited to, substances defined as "hazardous substances," "hazardous materials," or "toxic substances" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U. S . C . Section 9601 , et seq. ; the Hazardous Materials Transportation Act, 39 U. S . C . Section 1801 , et seq. ; the Resource Conservation and Recovery Act, 42 U. S . C . Section 6901 et seq. ; all applicable state and local laws; and in the regulations adopted and publications promulgated pursuant to said laws or any amendments or addenda thereto . (o) If the City pays the rent and complies with all other terms of this Agreement, the City may occupy and enjoy the premises of the Parking Property for the full Term, subject to the provisions of this Agreement. (p) The City shall have no rights whatsoever to use in any manner the name, trademarks, service marks , trade names, insignia, symbols, logos, decorative designs, trade dress, and uniform designs of the Los Angeles Dodgers without the prior written consent of Dodgers, which may be granted or withheld in each instance in Dodgers' sole and absolute discretion. Section 3 . 04. Expenses and Taxes . The City shall be solely responsible for and pay all costs and expenses required for the operation, maintenance, and repair of the Parking Property which are not, by the terms of this Agreement, specifically required to be provided and paid for {F-rzs4532;3 } Page 7 of 21 BK : 1961 PG : 1041 by Dodgers, including, but not limited to, all personnel (including supervisory stafo, labor, equipment, telephone, water, sewer, storm water, and materials. Costs for which the City is responsible shall include, but not be limited to, taxes (except for ad valorem real property taxes, if any, imposed upon the County in connection with the Facility), gas, electricity and other utilities related to operation of the Parking Property, and the production of all events or activities taking place on the Parking Property in accordance with the Permitted Uses . Notwithstanding anything to the contrary contained in this Agreement, Dodgers shall not be responsible for any ad valorem real estate taxes assessed or collected with respect to the Parking Property. Section 3 . 05 Waste. The City shall not cause, permit, or suffer any nuisance, waste, damage, disfigurement, or injury to the Parking Property or any fixtures, equipment, or Improvements thereon, with the exception of reasonable wear and tear, loss or damage by fire, natural catastrophe, or other casualty, or condemnation. Section 3 .06 . Event Control, The City shall have the right, at its sole discretion, to cancel or postpone any event or activity to be held at the Parking Property, except parking during Dodgers ' Events. Section 3 . 07 . Books and Records . All books and records pertaining to the Permitted Uses of the Parking Property or the City' s responsibilities hereunder, except as the same may be specifically excepted from public disclosure by any law , rule, regulation, or ordinance, shall be kept in accordance with generally accepted accounting principles and shall be subject to inspection by Dodgers at the City' s principal place of business during regular business hours upon two (2) days ' prior written notice to the City. 4 Section 3 .08 . Liaison. The City shall name a person to be the liaison to work with Dodgers with respect to coordinating the mutual responsibilities of the City and Dodgers under this Agreement. Section 3 . 09 . Dodgers ' Events, The City acknowledges and agrees that notwithstanding any provision to the contrary in this Agreement, Dodgers have and shall retain the right, at their sole discretion, to use the Parking Property to provide parking for all Dodgers' Events held at the Facility during the Term. During Dodgers ' Events, Dodgers shall retake full control of the Parking Property commencing four (4) hours before the Dodgers ' Event and ending four (4) hours after the Dodgers ' Event. During such time, the City shall not conduct any activities or events on the Parking Property. Dodgers ' or their parking concessionaire, if any, shall be solely responsible for the parking operation on the Parking Property during Dodgers ' Events , and Dodgers shall retain any and all revenues derived from the sale of parking on the Parking Property during Dodgers ' Events , ARTICLE IV Revenues Section 4 . 01 . Revenues. At all times during the Term except during such times as Dodgers are using the Parking Property in connection with Dodgers ' Events , the City shall control, collect, receive, and retain all revenues generated by any means in connection with the Permitted Uses on the Parking Property, including, but not limited to, all revenues from food and ( FT284532 ;3 ) Page 8 of 21 BK : 1961 PG : 1042 beverage sales, merchandise sales , concessions and products sales, parking, advertising, sponsorship, promotional and signage rights, and any other revenues derived or generated in connection with the Permitted Uses . Dodgers shall control, collect, receive, and retain all revenues generated by any means in connection with the use of the Parking Property during Dodgers ' Events. Section 4 . 02 . No Naming Rights. The City shall have no right to sell naming, affiliation, and /or sponsorship rights in and to the Parking Property. Dodgers shall retain all Naming Rights granted to them pursuant to Section 7 . 02 of the Facility Lease Agreement. ARTICLE V Default and Remedies Section 5 . 01 . The City' s Default. The occurrence of any one or more of the following events constitutes a "Default" by the City under this Agreement : (a) Failure by the City to observe or perform in any material respect any covenant, agreement, condition, or provision of this Agreement, if such failure continues for thirty (30) days after written notice thereof has been delivered by Dodgers to the City; provided, however, that the City shall not be in Default with respect to matters which cannot reasonably be cured within thirty (30) days so long as within such thirty (30) day period, the City commences such cure and diligently proceeds to complete the same thereafter; (b) The levy upon, under execution or the attachment by legal process, the City' s interest hereunder, or the filing or creation of a lien in respect of such interest, which levy, attachment, or lien is not released, discharged or bonded against within one hundred eighty ( 180) days from the date of such filing; (c) The City is finally adjudicated insolvent or bankrupt or admits in writing its inability to pay its debts as such mature, or makes an assignment for the benefit of creditors, or applies for or consents to the appointment of a trustee or receiver for the City or for the major part of its property; (d) A trustee or receiver is appointed for the City or for the major part of its property and such trustee or receiver is not discharged within one hundred eighty ( 180) days after such appointment; or (e) Bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other proceedings for relief under any bankruptcy law, or similar law for the relief of debtors, are instituted by or against the City, and, if instituted against the City, are allowed against it or are consented to by it or are not dismissed within one hundred eighty ( 180) days after such institution, to the extent permitted by law. If a Default occurs, Dodgers shall have the rights and remedies set forth in this Agreement, which shall be distinct, separate, and, to the extent not mutually exclusive, cumulative, and shall JM84532;3 } Page 9 of 21 BK : 1961 PG : 1043 not operate to exclude or deprive Dodgers of any other right or remedy allowed or available to them by law or equity. Section 5 . 02 . Dodgers ' Default. In the event of any failure by Dodgers to observe or perform any material covenant, agreement, condition, or provision of this Agreement wherein the City' s remedies on account thereof are not otherwise specifically provided for in this Agreement, and if such failure shall continue for thirty (30) days after notice thereof has been delivered by the City to Dodgers, then Dodgers shall be deemed to be in Default hereunder; provided, however, that Dodgers shall not be in Default with respect to matters which cannot reasonably be cured within thirty (30) days so long as within such thirty (30) day period, Dodgers commence such cure and diligently proceed to complete the same thereafter. Section 5 . 03 . Remedies . In the event of a Default by either party, the party not in Default shall be entitled, as a non-exclusive remedy, and in addition to or in lieu of an action for damages, to seek an injunction or decree for specific performance or equitable relief from a court of competent jurisdiction to enjoin or remedy the Default. ARTICLE VI Enforceability Section 6 . 01 . Binding Effect; Enforceability. The terms and provisions set forth in this Agreement shall be binding and enforceable by and against the parties in accordance with the terms hereof. ARTICLE VII Assignment and Sublease Section 7 .01 . No Assigunent or Sublease by City. The City shall not have the right to assign this Agreement, or sublease the Parking Property or any portion thereof, and any attempt by the City to assign or sublease shall be null and void ab initio and shall constitute a material breach of this Agreement by the City, which breach shall entitle Dodgers to terminate this Agreement immediately upon giving written notice of termination to the City. Section 7. 02 . Sale of Team . Dodgers may assign this Agreement to any person or entity that acquires the Team (by any form of acquisition), with the approval of Major League Baseball, provided that any such assignee explicitly assumes in writing Dodgers ' duties and responsibilities under this Agreement (in which case the liability of Dodgers shall cease with respect to liabilities accruing from and after such transfer) . ARTICLE VIII Miscellaneous Terms Section 8 . 01 . Notices . Any notice required by or permitted under this Agreement shall be given in writing and shall be deemed delivered when delivered by hand or by overnight (FT28453Z3 ) Page 10 of 21 BK : 1961 PG : 1044 delivery service, addressed as follows (or to such other address as a party shall inform the other Ply) : If to Dodgers : Los Angeles Dodgers LLC Dodgertown P . O. Box 2887 Vero Beach, Florida 32961 Attention : Mr. Craig Callan Phone : (772) 569-4900 Fax : (772) 299- 6708 Copy to : Los Angeles Dodgers LLC 1000 Elysian Park Avenue Los Angeles, California 90012 Attention: Santiago Fernandez, Esq. Senior Vice President & General Counsel Phone: (323) 224- 1312 Fax : (323 ) 224- 1595 If to County: Indian River County 1840 25a' Street Vero Beach, Florida 32960 Attention: County Administrator Phone : (772) 226- 1202 Fax : (7.72) 978- 1822 If to City: City of Vero 13each Attention: Phone : Fax : Section 8 . 02 . Amendments. This Agreement may be amended only in a writing executed by both parties with equal formality. Section 8 . 03 . Entire Agreement . This Agreement, including its exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements (whether oral or written) between them. Section 8 . 04 . Governing Law, This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida without regard to choice of law rules or principles . Section 8 . 05 . Counterparts . For the convenience of the parties, this Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement . Either party may also execute a copy of this Agreement ( FT284532;3 ) Page 11 of 21 BK : 1961 PG : 1045 and deliver it by facsimile transmission; provided, however, that such party shall promptly deliver an original signed copy of the Agreement to the other party. Section 8 . 06. Jurisdiction and Venue. The exclusive, convenient, and proper venue for any legal proceeding arising out of, or related to, this Agreement shall be Circuit Court for the Nineteenth Judicial Circuit, in and for Indian River County, Florida Division. Each party waives any defense, whether asserted by motion or pleading, that the Indian River Circuit Court is an improper or inconvenient venue. Moreover, all parties to this Agreement, persons and entities alike, consent to the personal jurisdiction of the Circuit Court, Nineteenth Judicial Circuit, in and for Indian River County, and irrevocably waive any objections to said jurisdiction. Section 8 . 07 . Time of Essence. Time is of the essence in the performance of this Agreement. Section 8 .08 . Consequential Damages. Under no circumstances shall either party or any of its subcontractors, suppliers and vendors be liable to the other party for any indirect, special, incidental, and/or consequential damages, including, but not limited to , loss of profits or interruption of business, whether such damages are alleged in tort, contract, indemnity, or otherwise, even if such party has been apprised of the possibility of such damages . To the extent permitted by law, each party hereby releases the other from liability for such damages. Section 8 .09 . Headings . The headings used in this Agreement are for convenience of reference only and shall not constitute a part hereof or affect the construction or interpretation hereof. Section 8 . 10 . Severability. If any clause, provision, or section hereof is held illegal, invalid, or unenforceable by any court, the illegality, invalidity, or unenforceability of such clause, provision or section shall not affect any of the remaining clauses, provisions, or sections hereof, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable clause, provision or section had not been contained herein. Section 8 . 11 . Waiver. No failure on the part of any party to exercise, and no delay in exercising, and no course of dealing with respect to any right hereunder, shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy provided at law or in equity, except as expressly set forth herein. Section 8 . 12 . Third Party Beneficiary. No person other than the City, the County, Dodgers , the Indemnified Dodgers Parties , the Indemnified City Parties, and the successors and assigns of such, shall have any rights whatsoever under this Agreement. Section 8 . 13 . Radon Notice. Florida law requires the following notice to be provided with respect to the contract for sale and purchase of any building, or a rental agreement for any building, and the parties hereto acknowledge and confirm receipt of the following: "RADON GAS : Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities , may present health risks to persons who are exposed to it over time. Levels of radon that exceed federal and (FT84532;3 ) Page 12 of 21 BK : 1961 PG : 1046 state guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county health department ." Section 8 . 14 . Estoppel Certificates. At any time, within twenty (20) days after request by either party, the other party shall certify in writing to the requesting party, or any person specified by the requesting party, to the effect (a) whether this Agreement is unmodified and in full force and effect (or if there has been modification, that the same is in full force and effect as modified and setting forth such modification); (b) whether or not to the best of the other party' s knowledge, the requesting party is in Default hereunder; and (c) any other information which the requesting party reasonably requests to be confirmed. ARTICLE IX Indemnification and Insurance Section 9 .01 . Indemnification by the City. To the fullest extent permitted by law, the City shall indemnify, protect, and hold harmless Dodgers, the County, and their respective owners, managers, stockholders, directors, officers, employees, agents, representatives, partners, affiliates, predecessors, heirs, successors and assigns, and each and every person acting by, through, under or in concert with them, or any of them (hereinafter collectively and individually referred to as the "Indemnified Dodgers Parties") from, and shall defend the Indemnified Dodgers Parties against, any and all "liabilities" (as hereinafter defined) for any "bodily injury" (as hereinafter defined) or "property damage" (as hereinafter defined) whatsoever arising out of or resulting from any Default by the City and/or occurring in, on, or about the Parking Property and/or Improvements to the extent such injury or damage is caused by the negligence or willful misconduct of the City or of the City' s agents, contractors or employees, but not to the extent caused by the negligence or willful misconduct of the Indemnified Dodgers Parties. In the case of any action or proceeding being brought against the Indemnified Dodgers Parties by reason of any such claim, the City, upon notice from the Indemnified Dodgers Parties, shall defend the same at the City' s expense by counsel reasonably satisfactory to Dodgers. Section 9.02 . Indemnification by Dodeers. To the fullest extent permitted by law, 'Dodgers shall indemnify, protect, and hold harmless the City and its officers, agents, and employees, and each of their respective successors and assigns (collectively, the "Indemnified City Parties") from, and defend the Indemnified City Parties against, any and all "liabilities" (as hereinafter defined) for any "bodily injury" (as hereinafter defined) or "property damage" (as hereinafter defined) whatsoever arising out of or resulting from any Default by Dodgers and/or occurring in, on, or about the Parking Property to the extent such injury or damage is caused by the negligence or willful misconduct of Dodgers or Dodgers ' agents , contractors or employees, but not to the extent caused by the negligence or willful misconduct of the Indemnified City Parties . In the case of any action or proceeding being brought against the Indemnified City Parties by reason of any such claim, Dodgers, upon notice from the Indemnified City Parties , shall defend the same at Dodgers ' expense by counsel reasonably satisfactory to the City. Section 9.03 . Definitions. As used in this Agreement, "liabilities" shall mean all liabilities, claims, damages (excluding consequential damages), losses , penalties, litigation, demands, causes of action (whether in tort or contract, in law or equity or otherwise) , suits, {FT284532;3 } Page 13 of 21 BK : 1961 PG : 1047 proceedings, judgments, disbursements, charges , assessments, and expenses (including reasonable attorneys ' and experts ' fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim or proceeding whether out of court, at trial or in any appellate or administrative proceeding) . `Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of the foregoing. "Property damage" shall mean physical injury to tangible property, including all resulting loss of use of that property, or loss of use of tangible property that is not physically injured. Section 9 . 04 . Independent Provisions . The provisions of Sections 9 . 01 through 9 . 03 , inclusive, are independent of, and will not be limited by, any insurance obligations in this Agreement, and shall survive the expiration or earlier termination of this Agreement with respect to any claims or liability arising in connection with any event occurring prior to such expiration or termination. Section 9 . 05 . Insurance. Commencing upon the Effective Date and throughout the remainder of the Term, the City shall maintain, at its sole cost, the following insurance : (a) A commercial general liability insurance policy in an occurrence form covering the insured against all bodily injury and property damage liability that may rise or be claimed due to the City' s use of the Parking Property and/or Improvements in a minimum amount of coverage of One Million Dollars ($ 1 ,000,000) for injuries to persons in one accident, One Million Dollars ($ 1 ,000,000) for injuries to any one person and One Million Dollars ($ 1 ,000,000) for damages to property. The commercial general liability insurance policy in an occurrence form shall also include contractual liability coverage including a Broad Form Endorsement covering the insurance provisions of this Agreement and the performance by the City of the indemnification provisions set forth in this Agreement. (b) Special form (all risk) property insurance covering ( 1 ) the Parking Property and all Improvements, including, but not limited to , any additional Improvements undertaken by the City, in an amount not less than one hundred ( 100%) percent of their actual replacement costs from time to time existing during the Term of this Agreement, providing protection against any peril included within the classification "all risks" of physical loss or damage, together with insurance against sprinkler damage, . vandalism, malicious mischief, and water damage of any type and theft. The proceeds of such insurance shall be used for the repair or replacement of the property so insured. (c) All of the insurance policies required under Sections 9 .05 (a) and 9 . 05 (b) , above, shall be effected from insurance companies recognized by and licensed in the State of Florida, and shall include a Notice of Cancellation or material Coverage Change provision of thirty (30) days ' notice in favor of Dodgers. The City shall provide Dodgers and the County with a duly executed Certificate of Insurance for each such policy. The City shall maintain the Certificate of Insurance on file with Dodgers at all times during the Term . The policies required under Sections 9.05 (a) and 9 .05 (b) , above, shall name the Indemnified Dodgers Parties as additional insured parties . (d) If the City fails to furnish the Certificate(s) of Insurance as required above, Dodgers may, after notice and an opportunity to cure as set forth in this Agreement, ( FT284532;3 ) Page 14 of 21 BK : 1961 PG : 1048 obtain the insurance, and the premiums on that insurance shall be deemed additional rent to be paid by the City to Dodgers on demand. The City shall be responsible for securing, at its own expense, whatever insurance coverage it may desire on the contents of the Parking Property and the Improvements. All Certificates of Insurance required by this Lease shall be provided on a standard ISO form. ARTICLE X Force Majeure Section 10. 01 , Force Majeure Event. Should any fire or other casualty, act of God, earthquake, flood, hurricane, lightning, tornado , epidemic, landslide, war, riot, civil commotion, general unavailability of materials, strike, slowdown, labor dispute, governmental laws or regulations, or other occurrence beyond the City' s or Dodgers ' control ("Force Majeure Event") prevent performance of this Agreement in accordance with its provisions, performance of this Agreement by either party shall be suspended or excused to the extent commensurate with such occurrence, except as specifically provided herein. Section 10 . 02 . Partial Destruction. In the event of a partial destruction of the Parking Property and/or Improvements, if the City determines that the undamaged portion of the Parking Property and/or Improvements is still suitable for the Permitted Uses, then this Agreement shall continue in full. force and effect with no adjustments in the obligations of the parties, and the City shall restore the Parking Property and Improvements as soon as possible from the insurance proceeds or the City' s own funds. Section 10. 03 . Parking Property Not Suitable for Permitted Uses . In the event of total or partial destruction or damage of the Parking Property and Improvements, if the City determines that the Parking Property and/or Improvements are not suitable for the Permitted Uses and/or cannot be used in connection with the Permitted Uses, then this Agreement shall be suspended immediately until the Parking Property and/or Improvements are repaired . Within twelve ( 12) months of the event of such total or partial destruction or damage, the City, with assistance of Dodgers, but not at Dodgers ' expense, shall begin to repair or rebuild the Parking Property and/or Improvements using the proceeds from the property insurance for that purpose and shall diligently pursue such repair or rebuilding until completed . This Agreement shall continue to be suspended until the Parking Property and/or Improvements are once again suitable for the Permitted Uses . ARTICLE XI Zoning and Permitting Section 11 . 01 . Zonis and Permitting. It shall be the sole obligation of the City, with assistance from Dodgers, but not at Dodgers ' expense, to obtain any permits and/or zoning changes which may be required to construct the Improvements and any additional improvements which the City may hereafter desire to make to the Parking Property. Dodgers, acting solely in their capacity as the landlord, shall cooperate with the City as may be reasonably required, to enable the City to obtain any permits and/or zoning changes for the Improvements and any JM84532;3} Page 15 of 21 BK : 1961 PG : 1049 additional improvements, including, but not limited to, by joining in any applications for such permits and/or zoning changes. ARTICLE XII Consents and Approvals Section 12 . 01 . Granting or Failure to Grant Approvals or Consents . All consents and approvals which may be given by a party under this Agreement shall, as a condition of their effectiveness, be in writing. The granting by a party of any consent to or approval of any act requiring consent or approval under the terms of this Agreement, or the failure on the part of a party to object to any such action taken without the required consent or approval, shall not be deemed a waiver by the party whose consent was required of its right to require such consent or approval for any other act. Section 12 . 02 . Standard. Unless this Agreement specifically provides for the granting of consent or approval at a party' s sole discretion, then consents and approvals which may be given by a party under this Agreement shall not (whether or not so indicated elsewhere in this Agreement) be unreasonably withheld or conditioned by such party and shall be given or denied within the time period provided, and if no such time period has been provided, within a reasonable time. Upon disapproval of any request for a consent or approval, the disapproving party shall, together with notice of such disapproval, submit to the requesting party a written statement setting forth with specificity its reasons for such disapproval . Section 12 . 03 . Deemed Approval. If A party entitled to grant or deny its consent or approval (the "Consenting Party") within thirty (30) days (or a shorter specified time period) fails to do so, then, provided that the request for consent or approval bears the legend set forth below in capital letters and in a type size which is not less than that provided below, the matter for which such consent or approval is requested shall be deemed consented to or approved, as the case may be : "FAILURE TO RESPOND TO THIS REQUEST WITHIN THE TIME PERIOD PROVIDED IN THE LEASE AGREEMENT SHALL CONSTITUTE AUTOMATIC APPROVAL OF THE MATTERS DESCRIBED HEREIN WITH RESPECT TO SECTION [_ OF THE LEASE AGREEMENT." Section 12 .04. No Fees, etc. Except as otherwise expressly authorized in this Agreement, no fees or charges of any kind or amount shall be required by either party hereto as a condition of the grant of any consent or approval which may be required under this Agreement (provided that the foregoing shall not be deemed in any way to limit the City' s acting in its governmental, as distinct from its proprietary, capacity from charging governmental fees on a nondiscriminatory basis) . (M84532;3 } Page 16 of 21 BK : 1961 PG : 1050 ARTICLE XIII Subservience to Facility Lease Agreement Section 13 . 01 . Subservience to Facility Lease Agreement. This Agreement, being a sublease under the Facility Lease Agreement, is and at all times shall remain subject, subservient and subordinate to the terms and conditions of the Facility Lease Agreement. In the event of any conflict whatsoever between the terms and conditions of this Agreement and the terms and conditions of the Facility Lease Agreement, the terms of the Facility Lease Agreement shall supersede, govern over, and control the terms and conditions of this Agreement. Dodgers and the City shall not do or permit to be done any act or thing which will constitute a breach or violation of any of the terms, covenants, conditions, or provisions of the Facility Lease Agreement. Section 13 . 02 Assumption by the County. In the event that the Facility Lease Agreement expires or is terminated before this Agreement expires or is terminated, the County shall assume all of the rights and obligations of Dodgers under this Agreement and the City shall be entitled to continue to occupy and use the Parking Property in accordance with the terms and conditions hereof until this Agreement expires or is terminated. [ signatures on next page] JM84532;3 ) Page 17 of 21 BK : 1961 PG : 1051 IN WITNESS THEREOF, the undersigned have executed this Agreement as of the day and year first above written. LOS ANGELES DODGERS LLC AS LESSOR Date : By: Its: WITNESSES : Print name : Print name: STATE OF FLORIDA ) )ss : COUNTY OF INDIAN RIVER ) The foregoing instrument was acknowledged before me this day of , 2005 , by , as of Los Angeles Dodgers LLC, a Delaware limited liability company, on behalf of such limited liability company. She/he is personally known to me or produced a valid driver's license as identification. Notary Public Print Name: My commission expires : {Fn84532;31 Page 18 of 21 BK : 1961 PG : 1052 [ Seal] CITY OF VERO BEACH AS LESSEE Date : By: Its : Attest: Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY By: City Attorney STATE OF FLORIDA ) ) ss: COUNTY OF INDIAN RIVER ) The foregoing instrument was acknowledged before me this day of , 2005 , by . as of 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 : My commission expires : ( M84532;3 ) Page 19 of 21 BK : 1961 PG : 1053 JOINDER AND CONSENT INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") hereby joins in the foregoing Parking Property Lease Agreement in order to evidence its consent and agreement to the provisions of Section 13 .02 thereof. [ Seal] INDIAN RIVER COUNTY, FLORIDA, AS LESSOR Date : By: Its : Chairman Attest: Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY By. County Attorney STATE OF FLORIDA ) COUNTY OF INDIAN RIVER ) The foregoing instrument was acknowledged before me this day of , 2004, by , 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. Notary Public Print Name : My commission expires : EXHIBITS : Exhibit A Legal Description of Land. IM94532;3 ) Page 20 of 21 BK : 1961 PG : 1054 EXHIBIT A LEGAL DESCRIPTION OF PARKING PROPERTY (ALSO KNOWN AS A PORTION OF DODGERTOWN PARCEL 2) A PARCEL OF LAND LYING IN SECTION 3 , TOWNSHIP 33 SOUTH, RANGE 39 EAST, INDIAN RIVER COUNTY, FLORIDA, DESCRIBED AS FOLLOWS : COMMENCE AT THE NORTHWEST CORNER OF SAID SECTION 3 ; THENCE SOUTH 67 DEGREES 59 MINUTES 23 SECONDS EAST, A DISTANCE OF 80. 89 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF INDIAN RIVER FARMS WATER CONTROL DISTRICT CANAL A3 ; THENCE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST, ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE OF 288 .78 FEET, TO THE POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL OF LAND ; THENCE CONTINUE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST, ALONG SAID LINE, A DISTANCE OF 392 .00 FEET; THENCE SOUTH 0 DEGREES 14 MINUTES 21 SECONDS WEST, A DISTANCE OF 876. 82 FEET; THENCE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST , A DISTANCE OF 414. 56 FEET; THENCE SOUTH 63 DEGREES 53 MINUTES 04 SECONDS EAST, A DISTANCE OF 149.35 FEET; THENCE NORTH 89 DEGREES 45 MINUTES 39 SECONDS WEST, A DISTANCE OF 905 . 94 FEET; THENCE NORTH 0 DEGREES 14 MINUTES 21 SECONDS EAST, A DISTANCE OF 85 .00 FEET ; THENCE NORTH 89 DEGREES 45 MINUTES 39 SECONDS WEST, A DISTANCE OF 35 .00 FEET; THENCE NORTH 0 DEGREES 14 MINUTES 21 SECONDS EAST, A DISTANCE OF 857 . 00 FEET TO THE POINT OF BEGINNING. SAID PARCEL CONTAINING 9. 1297 ACRES , YORE OR LESS . (Fn84532; 3 ) Page 21 of 21