HomeMy WebLinkAbout2005-368 (3) 1704560 RECORDED IN THE RECORDS OF JEFFREY K BARTON , CLERK CIRCUIT COURT INDIAN
11
RIVER CO FL , BK : 1961 PG : 985 , 11 / 17 / 2005 04 : 29 PM
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PREPARED BY : RESERVED FOR USE BY
Eric D. Rapkin, Esq. CLERK OF CIRCUIT COURT
Akerman Senterfitt
350 East Las Olas Boulevard, Suite 1600
Ft. Lauderdale, Florida 33301
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SECOND AMENDMENT TO COLLATERAL DEVELOPMENT AGREEMENT
THIS SECOND AMENDMENT TO COLLATERAL DEVELOPMENT AGREEMENT
(the " Second Amendment") is made as of therlth day of November , 2005 , by and among LOS ANGELES
DODGERS LLC, a Delaware limited liability company (the " Dodgers "), and CITY OF VERO BEACH, a
municipal corporation of the State of Florida (the "City"), and DT COMMONS , LLC, a Florida limited liability
company ("DT Commons") (the City and DT Commons shall hereinafter be referred to collectively as
the "Developers "), and is consented to by INDIAN RIVER COUNTY, FLORIDA , a political subdivision of the
State of Florida (the " County") , as of the aforementioned date .
WITNESSETH :
WHEREAS , Los Angeles Dodgers, Inc . and Vero Acquisition, LLLP executed that certain Collateral
Development Agreement, dated as of August 29 , 2001 , and recorded in Official Records Book 1426 , Page 0596 ,
of the Public Records of Indian River County, Florida, which Collateral Development Agreement was consented
to by the County; and
WHEREAS , pursuant to the Asset Purchase Agreement entered into as of October 9 , 2003 , by and
between Los Angeles Dodgers, Inc. and the Dodgers, the Dodgers succeeded to the interest of Los Angeles
Dodgers, Inc . under the Collateral Development Agreement; and
WHEREAS , the Collateral Development Agreement was amended by that certain First Amendment to
Collateral Development Agreement, dated 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 and Dodgertown
Venture, LLLP , a Delaware limited liability limited partnership ("DVLLLP ") (which had succeeded to the interest
of Vero Acquisition, LLLP under the Collateral Development Agreement), which First Amendment to Collateral
Development Agreement was consented to by the County (the Collateral Development Agreement and the First
Amendment to Collateral Development Agreement are hereinafter collectively referred to as the " Collateral
Development Agreement") ; and
WHEREAS, pursuant to that certain Special Warranty Deed dated as of July 28 , 2004, and recorded in
Official Records Book 1765 , Page 785 , of the Public Records of Indian River County, Florida, between DVLLLP
and DT Commons, DVLLLP conveyed to DT Commons an approximately 6 . 1328 acre portion of the Adjacent
FT288939;31
BK : 1961 PG : 986
Land (as defined in the Collateral Development Agreement) as more particularly described in Exhibit "A, "
attached hereto and made a part hereof ("Parcel 1 A") ; and
WHEREAS , pursuant to that certain Special Warranty Deed dated as of August 10, 2004 , and recorded in
Official Records Book 1771 , Page 21 , of the Public Records of Indian River County, Florida, between DVLLLP
and DT Commons, DVLLLP conveyed to DT Commons an approximately 9 . 3 acre portion of the Adjacent Land,
a portion of which was conveyed by DT Commons to the Dodgers pursuant to that certain Quitclaim Deed dated
as of January 26, 2005 , and recorded in Official Records Book 1828, Page 1949, of the Public Records of Indian
River County, Florida, resulting in a parcel consisting of approximately 8 . 3336 acres, as more particularly
described in Exhibit "B , " attached hereto and made a part hereof ("Parcel 3 ") ; and
WHEREAS, by virtue of taking title to Parcel IA and Parcel 3 , DT Commons has succeeded to the
interest of DVLLLP under the Collateral Development Agreement with respect to Parcel 1 and Parcel 3 ; and
WHEREAS , pursuant to that certain Special Warranty Deed dated on or about the date hereof, and which
is to be recorded in the Public Records of Indian River County, Florida simultaneously with the recording of this
Second Amendment, DT Commons has conveyed Parcel I to the City; and
WHEREAS , pursuant to that certain Special Warranty Deed dated on or about the date hereof, and which
is to be recorded in the Public Records of Indian River County, Florida simultaneously with the recording of this
Second Amendment, DVLLLP has conveyed to the City an approximately 30 . 8662 acre portion of the Adjacent
Land as more particularly described in Exhibit "C, " attached hereto and made a part hereof ("Parcel 3A") ; and
WHEREAS , for purposes of this Second Amendment, Parcel IA and Parcel 3A are collectively referred
to as the " City Property " ; and
WHEREAS , by virtue of taking title to the City Property, the City has succeeded to the interest of DT
Commons with respect to Parcel IA and to the interest of DVLLLP as to Parcel 3A under the Collateral
Development Agreement with respect to the City Property; and
WHEREAS, the City desires to amend the Collateral Development Agreement in order to develop the
City Property for uses other than as required by the Collateral Development Agreement, and the Dodgers have
agreed to so amend the Collateral Development Agreement, subject to the terms and conditions hereinafter set
forth .
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged , the parties agree as
follows :
1 . Incorporation of Recitals . The above recitals are true and correct and are incorporated herein as if
set forth in full.
2 . Definitions . All capitalized terms not otherwise defined herein shall have the meanings set forth
in the Collateral Development Agreement.
3 , The City' s Permitted Use. Notwithstanding anything to the contrary contained in the Collateral
Development Agreement, the City, at its sole cost and expense, shall develop the City Property solely as (i) a
municipally-owned, public golf course, or (ii) green space, or (iii) a park-like setting or (iv) any combination of
the foregoing three uses (the "Permitted Use") . The City shall not develop and/or permit the use of the City
Property for any other use or purpose whatsoever without the prior written consent of both the Dodgers and the
County, which consent may be granted or denied by either the Dodgers or the County in the exercise of their
(Fr288939;3 ) -2-
BK : 1961 PG : 987
respective sole and absolute discretion. In furtherance of this restriction on the use of the City Property, whenever
the term "Collateral Development, " as such term is defined in the Collateral Development Agreement, is used in
this Second Amendment or in the Collateral Development Agreement with reference to the City Property, the
term "Collateral Development" shall be synonymous with the term "Permitted Use" as defined above.
4 . Other Rights of Dodders : Master Plan . Except as otherwise expressly set forth in this Second
Amendment, nothing contained in this Second Amendment shall be deemed to modify, waive, restrict, or
diminish in any way the rights of the Dodgers under the Collateral Development Agreement, including without
limitation, any approval rights granted to the Dodgers therein. Without limiting the generality of the foregoing
sentence, each of the Developers is required to submit a new Master Plan to the Dodgers in accordance with
Section I (B) of the Collateral Development Agreement; provided, however, that the last sentence of the first
grammatical paragraph of Section 1 (B) of the Collateral Development Agreement is hereby deleted. In addition,
Exhibit C of the Collateral Development Agreement is hereby deleted. (AIthough Exhibit C of the Collateral
Development Agreement is deleted, with respect to the new Master Plan to be submitted by DT Commons to the
Dodgers, the Dodgers confirm that a similar conceptual site plan reflecting uses for Parcel 3 consistent with the
uses expressly shown on Exhibit C of the Collateral Development Agreement is what the Dodgers expect that DT
Commons will submit for review by the Dodgers in accordance with the Collateral Development Agreement. )
5 . Hotel . Inasmuch as hotel use is not permitted as part of the City ' s Permitted Use of the City
Property , and that DT Commons has been unable, despite its reasonable efforts, to obtain a hotel
developer/operator to build the Hotel on Parcel 3 , Section 1 (C) of the Collateral Development Agreement is
hereby deleted.
Although DT Commons is not required to obtain a hotel developer/operator to build a hotel on
Parcel 3 , hotel use on Parcel 3 would be permitted (subject to the approval rights of the Dodgers in accordance
with the Collateral Development Agreement). Any such hotel shall be (a) situated on Parcel 3 in a manner which
will enable the hotel's personnel, guests , and conferees to have direct access to the Baseball Facilities and which
will give Dodgers ' personnel direct access to the hotel (and Dodgers' approval of a site plan for the hotel shall
constitute compliance by DT Commons with such requirements) , and (b) affiliated with and managed by a
nationally recognized, high quality hotel operator or chain.
6 . Spring Training Games ; Uses at Collateral Development. Section 4(B ) of the Collateral
Development Agreement is hereby deleted . In addition, Section 4(C) of the Collateral Development Agreement is
hereby deleted and replaced with the following provision: "As a general (but not exclusive) standard, and in
accordance with Section 1 (E), above, it is intended by parties hereto that all areas of the Collateral Development,
other than the City Property, be developed in a manner which is consistent with high quality, family-style uses as
would customarily be found in family-oriented, mixed-use developments . As to the City Property, the parties
intend that it be developed in a manner which is consistent with high quality, municipally-owned , public golf
courses, green spaces, or parks .
7 . New Player Housing. Section 5 (C) of the Collateral Development Agreement is hereby deleted.
tFr288939;31 -3 -
BK : 1961 PG : 988
8 . Separate Declaration. In addition to the use restrictions on the City Property as set forth herein
for purposes of the Collateral Development Agreement, the City further acknowledges and agrees that the
restriction on the development of the City Property solely for the Permitted Use shall be included in a separate
declaration of covenants, conditions , and restrictions (the " Declaration") to be recorded in the Public Records of
Indian River County, Florida simultaneously with the recording of this Second Amendment, and shall run with
the land as to the City Property for a period of not less than forty (40) years from the date hereof,
which
Declaration shall be in the form set forth in Exhibit "D, " attached hereto and made a part hereof, and/or such
restriction on the development of the City Property may be included as a deed restriction in each of the Special
Warranty Deeds to the City from DVLLLP and DT Commons, respectively.
[signatures begin on next page]
{ FT288939;3 ) '4"
BK : 1961 PG : 989
IN WITNESS WHEREOF, the parties have executed this Second Amendment as of the date first above
written.
[Seal] LOS ANGELES DODGERS LLC
0Date : /01'7 o By : `
Its : V fM
Attest:
Secretary
WITNESSES :
Print Name : Fr 'c �Q
Print Name : _1_ " //WD j
STATE OF FLDILI A )
COUNTY OF 1yoirpv to v92 )
The foregoing instrument was acknowledged before me this ) 7 day of W0 V�,�
2005 ) by Cvai , as VI a P^ziidJ 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
Print Name : Epic IP • 1 "Ob o+
My commission expires :
Eric D . Rapkin
' = Commission #DD283129
a•, y Expires: Feb 06, 2008
Bonded Thru
Adanric Bonding CO., Inc.
{ FT288939;31 - 5 -
BK : 1961 PG : 990
[Seal] DT COMMONS , LLC
By: Its Sole Member, TCC Partners, L. P . , a Georgia
limited partnership
By : Its Gen 1 Partner, TCC Management
Comp LLC , a Georgia limited liability
co
Date : � C111 � . c� � B
omas L . Corr
Title : anaging Member
WITNESSES :
Print Name :a%,Nw o2wL
Print Name : 4L .44` `11 x ,
STATE OF V" 74 � fl A )
COUNTY OFF�IkMI
The foregoing instrument was acknowledged before me this day of
2005 , by Thomas L . Corr, as Managing Member of TCC Management Company, LLC, a Georgia limited liability
company, on behalf of such limited liability company, which limited liability company is General Partner of TCC
Partners , L . P . , a Georgia limited partnership, on behalf of such limited partnership, which limited partnership is
Sole Member of DT Commons , LLC, a Florida 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
Print Name :
My commission expires :
WWAM John stand
my cowa*ww [)019W"
v�p E*rM IJch '30v 2007
( FT288939;3 ) "67
EK : 1961 PG : 991
[ Seal ] CITY OF VERO BEACH, a municipal corporation of
the State of Florida
11 1 (� By :
Date :
A McDonald
Title :
( Attest :
1
Tammy K. V ck
City Clerk F
` , .
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
By:
eam
Charles Vitunac
City Attorney
WITNESSES :
Print Name :
Print Name :
STATE OF FLORIDA )
COUNTY OF INDIAN RIVER )
The foregoing instrument was acknowledged before me this /6/p day of ,
2005 by Mary Beth McDonald and Tammy K. Vock, as Mayor and City Clerk, respectively, of the CITY OF
VERO BEACH, a municipal corporation of the State of Florida, on behalf of the municipal corporation . They are
personally known to me or produced valid driver's licenses as identification.
Notary Public
Print Name :
My commission expires :
„a•�...., CAROL A. 4EROW
iY MY COMMISSION K DD 326697
EXPIRES: June 261 2006
"'+A .;� . ' eordW Thru Notaty P U�tlNwrhen
(FT288939;3 ) - 7-
BK : 1961 PG : 992
CONSENT
INDIAN RIVER COUNTY, FLORIDA, a political subdivision of the State of Florida, as a third party
beneficiary of the Collateral Development Agreement, hereby consents to the foregoing Second Amendment to
Collateral Development Agreement.
[ Seal ] INDIAN RIVER COUNTY, FLORIDA
Date : 11 - 8 - 2005 By :
Its : Charman
Attest: a .• • r&'��,. '", ; '
Clerk ¢B` �.r. . • ,
. '. r � �
dpt
APPROVED AS TO 'F ANIS' ®°a
LEGAL SUFFICIENCY'P<<•.,:;
By :�
Special County Attorney
STATE OF FLORIDA )
COUNTY OF INDIAN RIVER )
The foregoing instrument was acknowledged before me this 8th day of November ,
2005 , by Thomas S . Lowther as Chairman of Indian River County, Florida, a political
subdivision of the State of Florida, on behalf of such political subdivision . He is personally known to me , er
Notary Publ '
Print Name : Kimberly E . Massung
My commission expires : cul y 15 , 2007
{ FT288939;3 } - 8.
BK : 1961 PG : 993
EXHIBIT "A "
LEGAL DESCRIPTION OF PARCEL IA
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 ° 59 '23 " 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 AND THE POINT OF BEGINNING OF THE HEREIN
DESCRIBED PARCEL OF LAND ; THENCE SOUTH 89 °45 '39 " EAST, ALONG SAID SOUTH RIGHT OF
WAY LINE A DISTANCE OF 288 . 78 FEET; THENCE SOUTH 0 ° 14'21 " WEST, A DISTANCE OF 857 . 00
FEET; THENCE NORTH 89 °45 '39" WEST, A DISTANCE OF 310 . 39 FEET TO A POINT ON A LINE
WHICH IS 50 . 00 FEET EAST OF THE CENTER LINE OF 43RD AVENUE; THENCE NORTH 0000'47 "
EAST, ALONG SAID LINE, A DISTANCE OF 832 . 01 FEET; THENCE NORTH 45 °07'34 " EAST A
DISTANCE OF 35 . 29 FEET TO THE POINT OF BEGINNING.
{FT288939;3 }
BK : 1961 PG : 994
EXHIBIT "B "
LEGAL DESCRIPTION OF PARCEL 3
[including less-out for roadway]
SITUATED IN THE STATE OF FLORIDA, COUNTY OF INDIAN RIVER, CITY OF VERO BEACH , BEING
PARTS OF SECTION 34, TOWNSHIP 32 SOUTH, RANGE 39 EAST, AND SECTION 3 , TOWNSHIP 33
SOUTH, RANGE 39 EAST, AND BEING MORE PARTICULARLY BOUNDED AND DESCRIBED AS
FOLLOWS :
COMMENCING AT THE SOUTHWEST CORNER OF SAID SECTION 34, RUN SOUTH 00014121 " WEST
AND PERPENDICULAR TO THE SOUTH LINE OF SAID SECTION 34, A DISTANCE OF 30 FEET ;
THENCE SOUTH 89045139 " EAST (BASIS OF BEARINGS) ALONG A LINE 30 FEET SOUTH OF AND
PARALLEL WITH THE SAID SOUTH LINE OF SECTION 34, A DISTANCE OF 1183 . 72 FEET TO THE
POINT OF BEGINNING OF THE HEREIN DESCRIBED PARCEL ; THENCE CONTINUE SOUTH 89 °45 ' 39 "
EAST ALONG A LINE 30 FEET SOUTH OF AND PARALLEL WITH THE SAID SOUTH LINE OF
SECTION 34, A DISTANCE OF 1233 . 19 FEET TO AN INTERSECTION WITH THE SOUTHWESTERLY
EXTENSION OF THE CENTERLINE OF FLIGHT SAFETY DRIVE (FORMERLY KNOWN AS AVENUE
"C ") ; THENCE CONTINUE SOUTH 89°45'39" EAST, ALONG A LINE 30 FEET SOUTH OF AND
PARALLEL WITH THE SAID SOUTH LINE OF SECTION 34, A DISTANCE OF 42 . 60 FEET TO A POINT,
SAID POINT BEING 40 FEET EASTERLY AS MEASURED PERPENDICULAR TO THE SAID
SOUTHWESTERLY EXTENSION OF FLIGHT SAFETY DRIVE (FORMERLY KNOWN AS AVENUE " C " ) ;
THENCE NORTH 20021 '06" EAST ON A LINE 40 FEET EASTERLY OF AND PARALLEL WITH THE
SAID SOUTHWESTERLY EXTENSION OF FLIGHT SAFETY DRIVE (FORMERLY KNOWN AS AVENUE
" C ") , A DISTANCE OF 552 . 64 FEET TO A NON-TANGENT POINT ON A CIRCULAR CURVE, SAID
POINT BEARS NORTH 10032 '44" EAST FROM THE RADIUS POINT OF SAID CIRCULAR CURVE ;
THENCE SOUTHWESTERLY ALONG SAID CIRCULAR CURVE, CONCAVE TO THE SOUTHEAST
HAVING A RADIUS OF 950 . 00 FEET THROUGH A CENTRAL ANGLE OF 36047'2811 , FOR AN ARC
LENGTH OF 610 . 02 FEET TO A POINT OF TANGENCY, SAID ARC TENDING A CHORD OF 599 . 59
FEET ALONG A BEARING OF SOUTH 82008' 59 " WEST FROM THE AFORESTATED NON-TANGENT
POINT ; THENCE SOUTH 63045 ' 16 " WEST, A DISTANCE OF 974.46 FEET TO THE POINT OF
BEGINNING.
LESS AND EXCEPT THE SOUTHERLY 30 FEET OF THE EASTERLY 80 . 00 FEET, THE SOUTH 30 FEET
AND ALSO LESS AND EXCEPT THE EAST 80 FEET THEREOF.
SAID PARCEL CONTAINING 8 . 3336 ACRES ; MORE OR LESS .
SAID PARCEL ALSO DESCRIBED AS :
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 32 SOUTH, RANGE 39
EAST, INDIAN RIVER COUNTY, FLORIDA; THENCE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS
EAST (BASIS OF BEARINGS) ALONG THE SOUTH LINE OF SAID SECTION 34 , A DISTANCE OF
1243 . 93 FEET TO THE POINT OF BEGINNING; THENCE NORTH 63 DEGREES 45 MINUTES 16
SECONDS EAST, A DISTANCE OF 907 . 19 FEET TO THE POINT OF CURVATURE OF A TANGENT
CURVE , CONCAVE TO THE SOUTH, HAVING A RADIUS OF 950 . 00 FEET AND A CENTRAL ANGLE
OF 36 DEGREES 47 MINUTES 28 SECONDS ; THENCE EASTERLY ALONG SAID CURVE AN ARC
DISTANCE OF 610 . 02 FEET; THENCE SOUTH 20 DEGREES 21 MINUTES 06 SECONDS WEST A
{FF288939;31
BK : 1961 PG : 995
DISTANCE OF 520 . 69 FEET; THENCE NORTH 89 DEGREES 45 MINUTES 39 SECONDS WEST , A
DISTANCE OF 1226. 56 FEET TO THE POINT OF BEGINNING.
LESS AND EXCEPT THE EAST 80 FEET THEREOF.
{FT288939;3 } .2.
BK : 1961 PG : 996
EXHIBIT "C "
LEGAL DESCRIPTION OF PARCEL 3A
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 39 DEGREES 41
MINUTES 59 SECONDS EAST, A DISTANCE OF 39 . 13 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, A DISTANCE OF 25 . 00 FEET ; THEN SOUTH 0 DEGREES
00 MINUTES 47 SECONDS WEST, ALONG A LINE WHICH IS 50 .00 FEET EAST OF THE CENTERLINE
OF 43RD AVENUE, A DISTANCE OF 857 . 01 FEET TO THE POINT OF BEGINNING OF THE HEREIN
DESCRIBED PARCEL OF LAND ; THENCE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST, A
DISTANCE OF 345 . 39 FEET ; THENCE SOUTH 0 DEGREES 14 MINUTES 21 SECONDS WEST, A
DISTANCE OF 85 . 00 FEET; THENCE SOUTH 89 DEGREES 45 MINUTES 39 SECONDS EAST, A
DISTANCE OF 905 . 94 FEET; THENCE SOUTH 63 DEGREES 53 MINUTES 04 SECONDS EAST, A
DISTANCE OF 326 . 71 FEET TO A POINT ON THE WEST LINE OF A 66 FOOT WIDE DRAINAGE
EASEMENT AS DESCRIBED IN OFFICIAL RECORD BOOK 210 , PAGE 531 , OF THE PUBLIC RECORDS
OF INDIAN RIVER COUNTY, FLORIDA ; THENCE . SOUTH 18 DEGREES 15 MINUTES 26 SECONDS
EAST, ALONG SAID LINE, A DISTANCE OF 386 .46 FEET; THENCE SOUTH 69 DEGREES 22 MINUTES
53 SECONDS WEST, A DISTANCE OF 1779 . 67 FEET TO A POINT ON THE LINE WHICH IS 50 . 00 FEET
EAST OF THE CENTERLINE OF 43RD AVENUE ; THENCE NORTH 0 DEGREES 00 MINUTES . 47
SECONDS EAST, ALONG SAID LINE, A DISTANCE OF 1227 . 74 FEET TO THE POINT OF BEGINNING.
SAID PARCEL CONTAINING 30. 8662 ACRES , MORE OR LESS .
{FT288939;3 }