HomeMy WebLinkAbout2011-266 as its
FIRST AMENDMENT TO CAPITAL RESERVE ACCOUNT j%4 , A , i
AGREEMENT
THIS FIRST AMENDMENT is entered into as of the 24 day of January, 2012 , to
that certain Capital Reserve Account Agreement, dated as of May 1 , 2009 , by and between the
Clerk of the Circuit Court for Indian River County, Florida (the " Capital Reserve Account
Agent") , MiLB Vero Beach, LLC , a Florida limited liability company ("M1LB ") , and Indian
River County, Florida, a political subdivision of the State of Florida ("County") (the Capital
Reserve Account Agreement shall be referred to as the "Capital Reserve Agreement" ) . The
parties to this First Amendment are the Capital Reserve Account Agent , MiLB , the County and
Verotown , LLC , a Delaware limited liability company ("Verotown") .
WHEREAS , as of May 1 , 2009 , the Capital Reserve Account Agent, MiLB and the
County entered into the Capital Reserve Agreement ; and
WHEREAS , the Capital Reserve Agreement is ancillary and related to that certain
Facility Lease Agreement between MiLB , as lessee , and the County, as lessor ( "Facility Lease
Agreement") ; and
WHEREAS , as of January 1 , 2012 , the parties amended the Facility Lease Agreement to
substitute Verotown , LLC , in place of MiLB , such that Verotown is now the lessee under the
Facility Lease Agreement; and
WHEREAS , under such circumstances , it is appropriate to amend the Capital Reserve
Agreement to substitute Verotown in place of MiLB for all purposes set forth in the Capital
Reserve Agreement ,
NOW, THEREFORE , in consideration of the mutual covenants herein and other good
and valuable consideration , the parties hereby agree , as follows :
1 . Recitals . The above recitals are true and correct and are incorporated herein .
2 . Substitution of Verotown for MILB . Verotown is hereby substituted for MiLB
in the Capital Reserve Agreement, such that all references in the Capital Reserve Agreement to
MiLB shall be deemed to be amended to refer to Verotown . Verotown hereby assumes and
agrees to perform all obligations , and shall be entitled to all benefits , of MiLB under the Capital
Reserve Agreement .
3e Good Standing — No Violation . The Capital Reserve Account Agent , the
County, MiLB and Verotown agree that, as of the date hereof, the Capital Reserve Agreement is
in good standing, that no party is in violation or default of any provision of the Capital Reserve
Agreement , and that all parties are in full compliance with all provisions thereof. The Capital
Reserve Account Agent and the County hereby release and satisfy MiLB with respect to any
claims , causes of action or liabilities arising out of or relating to the Capital Reserve Agreement ,
and MiLB hereby releases and satisfies the Capital Reserve Account Agent and the County with
respect to any claims , causes of action or liabilities arising out of or relating to the
Capital
Reserve Agreement . r
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4 . Conforming Terms . All remaining terms and conditions of the Capital Reserve
Agreement are hereby conformed to be consistent with the amendments set forth herein .
5 . Remaining Terms . All remaining terms and conditions of the Capital Reserve
Agreement not amended herein shall remain in full force and effect .
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in
their respective names as of the date set forth above .
MiLB VERO BEACH LLC , a Florida limited CLERK OF THE CIRCUIT COURT
liability company ( " M1LB ") , by its managing
member : National Association of Professional
Baseball Leagues , Inc . , a Florida non-profit
corporation
By : By :
Print Name : Vat Uczmn& Jeffre arton , Clerk of the Circuit
Print Title : Prest &AMIr Court , Indian River County , Florida
VEROTOWN , LLC , a Delaware limited
liability company ("Verotown") , by POM
Vtown , LLC , a Delaware limited liability
corporation , its Manager
By : 4�
Print Name : Peter O ' Malley
Print Title : Manager
ATTEST : Jeffrey K . Barton , BOARD OF COUNTY COMMISSIONERS ,
Clerk of Court INDIAN RIVER COUNTY (" County")
~ISSI
B _ f . . . QP o ,+By : L,
X •.,i .
Depu y Clerk �� '00 �z Gary C . heeler, Chairman
v •
AFFIX SEAL : � ? proved by BCC : January 24 , 2012 .
Approved : % :' , ,Approved as to form and legal sufficiency .
IVER
By :
By : I T � r
tl
seph A . Baird, Administrator Alan -S . Polackwi ' , r . , County Attorney
I
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