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Home My WebLink About2011-265 Prepared by, record and return to : THIS DOCUMENT HAS BEEN � . RECORDED IN THE PUBLIC RECORDS Office of the County Attorney OF INDIAN RIVER C (_)UNTY Fl _ 1801 27`1' St . , Vero Beach, FL 32960 BK : 2547 PG : 1289 , paged 3t5 Telephone : 772 . 226 . 1424 01 '09/2012 J1 10 : 57 AM . JEFFREY K BARON , CLERK OF COURT SECOND AMENDMENT TO FACILITY LEASE AGREEMENT THIS SECOND AMENDMENT TO FACILITY LEASE AGREEMENT (" Second Amendment") is made and entered into as of the 1 st day of January 2012 , to that certain Facility Lease Agreement by and between Indian River County, a political subdivision of the State of Florida ("County") and MiLB Vero Beach , LLC , a Florida limited liability company (" MiLB ") dated as of May 1 , 2009 ( "Facility Lease Agreement") , as amended by that certain First Amendment to Facility Lease Agreement, dated as of June 1 , 2011 ( "First Amendment") (the Facility Lease Agreement , First Amendment and this Second Amendment are collectively "Amended Facility Lease Agreement") . This Second Amendment is entered into by and among County, MiLB , Verotown , LLC , a Delaware limited liability company authorized to do business I n the State of Florida ( " Verotown") , and National Association of Professional Baseball Leagues, Inc . , a Florida non-profit corporation ( "NAPBL") , WHEREAS , on or about May 1 , 2009 , County and MiLB entered into the Facility Lease Agreement whereby County leased to MiLB the Land , the Facility and the FF &E , and transferred to MiLB the exclusive right and obligation to use, manage , operate and maintain the Facility for the term set forth therein ; and WHEREAS , on or about June 1 , 2011 , County and MiLB entered into the First Amendment addressing a land swap with the City of Vero Beach and certain improvements to the Facility ; and WHEREAS , MiLB wishes to assign the Amended Facility Lease Agreement to Verotown , and County and NAPBL are amenable to such assignment; and WHEREAS , County, MiLB and Verotown wish to make minor amendments to the Amended Facility Lease Agreement, as set forth herein , NOW THEREFORE , in consideration of the mutual undertakings herein and other good and valuable consideration , the receipt and adequacy of which is hereby acknowledged , the parties agree, as follows : 1 . Recitals . The above recitals are true and correct and are incorporated herein . C `.Uncuniciiis and SciI ii ie ;ni woacrs,Locul SCI lings 'FaIiporerr h]ICTI]C1 FiIcs\OLK772nd Amend - Fdrilily Lcase Agnnl 4 (dale edil l (2).docx Page 1 Of 5 2 . Definitions . Except as set forth herein , all capitalized terms herein shall have the same meaning as set forth in the Facility Lease Agreement and the First Amendment . 3 . Assignment . MiLB hereby assigns to Verotown all of its right , title and interest in and to the Amended Facility Lease Agreement, and Verotown hereby accepts such assignment . All references in the Facility Lease Agreement and the First Amendment to "MiLB " are hereby changed to "Verotown . " Verotown assumes and agrees to pay and perform all obligations of MiLB under the Amended Facility Lease Agreement . County hereby consents to the assignment of the Amended Facility Lease Agreement to Verotown . 4 . Guaranty/Surety Bond . NAPBL, by Guaranty dated May 1 , 2009 (" Guaranty") , has guaranteed certain obligations of MiLB under the Facility Lease Agreement and the First Amendment . NAPBL hereby (i ) consents to the assignment of the Amended Facility Lease Agreement to Verotown, (ii) consents to the amendments set forth in this Second Amendment, and (iii ) agrees that the Guaranty shall remain in full force and effect and shall apply to the obligations of Verotown under the Amended Facility Lease Agreement to the same extent as if all references to MiLB in the Guaranty were changed to Verotown . County agrees to release and terminate the Guaranty upon (i) substitution of a new guarantor and guaranty reasonably acceptable to County , or (ii) posting of a surety performance bond conditioned on Verotown ' s performance of the Amended Facility Lease Agreement, which bond is in the amount of the Liquidated Damages plus $ 100 , 000 , and is in a form reasonably acceptable to County . 5 . Completion Dates of Improvements . Sections 1 . 02 (0) , 8 . 03 (a) , and 8 . 03 (b) of the Facility Lease Agreement and First Amendment, are hereby amended by changing the completion date of the cloverleaf baseball fields to May 31 , 2012 , and by changing the completion date of the regulation size soccer field to 2012 . 6 . Good Standing — No Violation . County , MiLB , Verotown and NAPBL agree that, as of the date hereof, the Amended Facility Lease Agreement is in good standing , neither County nor MiLB are in violation or default of any provision of the Amended Facility Lease Agreement, and County and MiLB are in full compliance with all provisions thereof. County and MiLB hereby release and satisfy each other with respect to any claims , causes of action or liabilities arising out of or relating to the Amended Facility Lease Agreement. 7. Conforming Terms . All remaining terms and conditions of the Amended Agreement are hereby conformed to be consistent with the amendments set forth herein . 8 . Remaining Terms . All remaining terms and conditions of the Amended Agreement not amended or conformed herein shall remain in full force and effect . 9 . Recordation . A copy of this Second Amendment shall be recorded on the Public Records of Indian River County, Florida. C'.\I/scrs\EnnMAppDam\Local\Microsoft\Wiudoars\Tcitiporxn Intcntct Filcs\Conlcot-Oullonk\7O1FV9782nd Amend - Facility Lease Agnnt 3_docs page 2 of' 5 IN WITNESS WHEREOF , the parties have caused this Agreement to be executed in their respective names as of the date set forth above . ATTEST : Jeffrey K . Barton , ,•%* None .,.,,B " CountyOARD OF COUNTY COMMISSIONERS Clerk of Court •,0#`1 toMI�/Soy�, IAN RIVER COUNTY " ••J� . . .• ( ) By ; y : Deputy Clerk Garay C . eeler, Chairman AFFIX SEAL : .•29 `oved by BCC : December 30 , 2011 •44YY YYYtltltl Approved : Approved as to form1 sufficiency : By7 y : B S i oseph;/A . Baird , Administrator Alan S . Polackwich , Sr. , County Attorney *I/ned , sealed and delivered in the presence of: MiLB VERO BEACH LLC , a Florida limited liability company ( " MiLB ") , by National Association of Professional Baseball Leagues , Inc . , a Florida non - profit corporation , its managing member Print name : . /V1 By : �*060 Print Name : C4D VINC1r Prinee Stc .y �' IC1 e w. .�-� Print Title : g51 Y�'t STATE OF FLORIDA COUNTY OF IWNAN�RIVER The foregoing instrument was acknowledged before me this zqt4\�day of 20 a , by Po. t— b • C � ,� � � , the Pmt j jj P� tr of National Association of Professional Baseball Leagues , Inc . , a Florida non -profit corporation , managing member of MiLB VERO BEACH LLC , a Florida limited liability company , T[ who is personally known to me , eta as pro ueed , aiswmidcnSfiea6tm , who did not take an oath . NOTARY PUBLIC , State of Florida Sign . ✓� ov� Y �ee Notary Public State of Florida �lzjy ? D Scott Poley Print: � • v o My Commission DD81 1996 Commission No : l7 \ 41 oFOFVv Expires 1 012012 01 2 Commission Expires : 1, 0 20 Ze t Z ' .\( Ne"U:rinN AppDaia\II emix)ian Intemet I ilea\Conium Out Iook\7011 V9M2nd Amend Faciliti Lease Ann[ 3. docc nage 3 Oj' ` Signed and delivered in the presence of. VEROTOWN, LLC , a Delaware limited J " liability company (" Verotown ") , by POM Vtown, LLC , a Delaware limited liability E - corporati , its Manager Print me � } a ",�'�� ilt L-_ L< �:. � By : Print Name : eter O ' Malle nt n " e Print Title : Manager TATE OF CALIFORNIA ) ss : COUNTY OF LOS ANGELES ) On DUtMber Z6 , 01 ) before me , _ , personally appeared Peter O ' Malley who proved to me on the basis of satisfactory Vvidence to be the person (s ) whose name (.$) is/affne subscribed to the within instrument and acknowledged to me that he4heA4tey executed the same in his/fir authorized capacity(- e�s) , and that by his hen4' e4 -• signature (-s.) on the instrument the person (&) , or the entity upon behalf of which the person(o acted, executed the instrument . I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct . WITNESS my hand and official seal . LgERIN KELSEY NALL Signature (Seal) Commission at 1019609 Notary Public California i Los Angeles County My Comm . Expires Oct 251 2012 [ SIGNATURES CONTINUED ON PAGE 5 ] C\UsersTrinMAppDaeiLocalVolicrosoli\Windoirs\Tetnporar� Imcma FilesTonteni .0utlook\701FV97F\2nd Amend - Facility Leese Agnni 3 .doc.e Page 4 of 5 Signed , sealed and delivered in the presence of. NATIONAL ASSOCIATION OF PROFES - SIONAL BASEBALL LEAGUES , INC . , a Florida non - profit corporation ("NAPBL ") Print name : j��u' /� " / � By : cot ` l� Print Name : p2tt w1cowkneyr Prj t me : 6/dLSf• r .z (—• K(,W�— Print Title : PrOSidtMT ATE OF FLORIDA COUNTY OF A -1 -P, 1143 The foregoing instrument was acknowledged before me this zS � day of �t �-� � 20 t ` , by ( zz. � 0 rCav� n � �re. a ► S- of National Association of Professional Baseball Leagues , Inc . , a Florida non -profit corporation , who is personally known to me , who did not take an oath . NOTARY PUBLIC , State of Florida =o pyY Po 0e, Notary Public State of Florida (70" [ SEAL ® D Scott Poley Sign : o M Commission DD811996 Y Print : �-.7 c0 7,E, 0 a�°a Lxpires 10/2012012 ! 6 � Commission No : WD'D ell Commission Expires : o L o Zo 12 C.AUscrsU rinNVnppDu \l . ai\LMicro so ItAW ndoosAemwmn Inicm t I l sVContent.OmtlookV7011 V97l2nd Amend I' cihty I ease Agrilit I does Page 5 of 5