Loading...
HomeMy WebLinkAbout2013-137 Prepared by, record and return to: Office of the County Attorney aO 9 �/ 1801 27h St. , Vero Beach, FL 32960 / Telephone : 772 .226 . 1424 THIRD AMENDMENT TO FACILITY LEASE AGREEMENT THIS THIRD AMENDMENT is entered into as of this 10h day of July, 2013 , by and between Indian River County, a political subdivision of the State of Florida ("County") and Verotown, LLC, a Delaware limited liability company authorized to do business in the State of Florida ("Verotown") . WHEREAS, on or about May 1 , 2009, the County and MiLB Vero Beach, LLC , a Florida limited liability company ("MiLB "), entered into the Facility Lease Agreement in which the County leased the Facility to MiLB , and granted to MiLB cai etn management rights with respect to the Facility, for a term of five years ending April 30, 2014 ("Original Lease") ; and WHEREAS, on or about June 1 , 2011 , the County and MiLB entered into the First Amendment to Facility Lease Agreement ("First Amendment') ; and on or about January 1 , 2012, the County, MiLB and Verotown, entered into the Second Amendment to Facility Lease Agreement, in which, among other things, the rights and obligations of MiLB under the Original Lease and the First Amendment were assigned to Verotown ("Second Amendment") ; and WHEREAS, pursuant to section 2 . 03 of the Original Lease as amended by the First Amendment and the Second Amendment, Verotown has an option to renew the lease for a renewal term of five years, commencing on May 1 , 2014 and ending on April 30, 2019 ("Renewal Term"), which option Verotown desires to exercise in accordance with the terms of this Third Amendment to Facility Lease Agreement ("Third Amendment") (the Original Lease, First Amendment, Second Amendment and Third Amendment are collectively referred to as the "Facility Lease Agreement") ; and WHEREAS, the County and Verotown reaffirm their desire to preserve the rich traditions and history of "Dodgertown" and the Facility, and recognize that the benefits to the local community of continuing baseball, athletic, conference and other activities at the Facility are unique and diverse, and include, without limitation, increased economic activity and employment opportunities, increased tourist trade and promotional opportunities, increased direct and indirect tax revenues, private sector payment of substantial maintenance and operation expenses which would otherwise burden local taxpayers, and other such benefits, 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 : Page 1 of 6 ' 20 131 � • ( (� • I � E3 . C� • 3120130050483 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH , CLERK OF COURT Prepared by, record and return to : INDIAN RIVER COUNTY FL Office of the County Attorney BK: 2692 PG: 2376 Page 1 of 6 8!62013 8 : 27 AM 1801 27`" St. , Vero Beach, FL 32960 Telephone : 772 .226 . 1424 THIRD AMENDMENT TO FACILITY LEASE AGREEMENT THIS THIRD AMENDMENT is entered into as of this 16th day of July, 2013 , by and between Indian River County, a political subdivision of the State of Florida (" County") and Verotown, LLC , a Delaware limited liability company authorized to do business in the State of Florida ("Verotown") . WHEREAS , on or about May 1 , 2009 , the County and MiLB Vero Beach, LLC , a Florida limited liability company ("MiLB ") , entered into the Facility Lease Agreement in which the County leased the Facility to MiLB , and granted to MiLB certain management rights with respect to the Facility, for a term of five years ending April 30 , 2014 (" Original Lease") ; and WHEREAS , on or about June 1 , 2011 , the County and MiLB entered into the First Amendment to Facility Lease Agreement ("First Amendment") ; and on or about January 1 , 2012 , the County, MiLB and Verotown, entered into the Second Amendment to Facility Lease Agreement, in which, among other things, the rights and obligations of MiLB under the Original Lease and the First Amendment were assigned to Verotown (" Second Amendment") ; and WHEREAS , pursuant to section 2 . 03 of the Original Lease as amended by the First Amendment and the Second Amendment, Verotown has an option to renew the lease for a renewal term of five years , commencing on May 1 , 2014 and ending on April 30 , 2019 ("Renewal Term") , which option Verotown desires to exercise in accordance with the terms of this Third Amendment to Facility Lease Agreement ("Third Amendment") (the Original Lease, First Amendment, Second Amendment and Third Amendment are collectively referred to as the "Facility Lease Agreement") ; and WHEREAS , the County and Verotown reaffirm their desire to preserve the rich traditions and history of "Dodgertown" and the Facility , and recognize that the benefits to the local community of continuing baseball , athletic , conference and other activities at the Facility are unique and diverse , and include , without limitation, increased economic activity and employment opportunities , increased tourist trade and promotional opportunities , increased direct and indirect tax revenues, private sector payment of substantial maintenance and operation expenses which would otherwise burden local taxpayers , and other such benefits, 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 : Page I of 6 1 . Recitals. The above recitals are true and correct and are incorporated herein. 2. Definitions. Except as set forth herein, all capitalized terms shall have the same meaning as set forth in the Original Lease, the First Amendment and the Second Amendment, 3. Exercise of Option. Verotown hereby exercises its first renewal option set forth in section 2 . 03 . The term of the Facility Lease Agreement is hereby extended for the period of the Renewal Term; provided, however, that, except as set forth in sections 5 and 15 below, this Third Amendment shall be effective commencing at the beginning of the Renewal Term . Between the date of this Third Amendment and the commencement of the Renewal Term, the terms and conditions of the Original Lease, as amended by the First Amendment and the Second Amendment, shall remain in full force and effect without regard to any amendment of such terms and conditions set forth in this Third Amendment. 4. Rent. The amount of rent, set forth in section 2 . 04, shall remain the same during the Renewal Term . The parties acknowledge that the amount of such rent is based, in part, on (a) Verotown' s payment of the substantial cost of maintenance and operation of the Facility, and other costs incurred in the performance of this Facility Lease Agreement, which costs would otherwise be a burden upon the taxpayers of Indian River County, and (b) Verotown ' s agreement with respect to net income, set forth in section 11 below. 5. Hotel Room Renovations. As of the date of this Third Amendment, Verotown has renovated 22 of the 89 hotel rooms included within the Facility. The County shall pay for or reimburse Verotown for the actual costs of the renovations of the remaining 67 rooms in an amount not to exceed $ 600, 000 . This amount shall not be funded with funds currently on deposit in the Capital Reserve Account, or required to be deposited by the County into the Capital Reserve Account in the future. At the election of the County, such renovations shall be undertaken by the County; otherwise, such renovations shall be undertaken by Verotown, in which case all books or records of Verotown relating to the renovations shall be open to inspection by the County upon reasonable request. Procurement of the contractor(s) to perform such renovations shall be by public bid, conducted by the County in accordance with applicable law. In the event that renovations are undertaken by Verotown, Verotown shall be reimbursed for all such renovation costs within the time periods set forth in the Florida Prompt Payment Act, §218 . 70, et seq, Florida Statutes ; provided, however, that reimbursement shall be in accordance with the procedure set forth in this Facility Lease Agreement and the Capital Reserve Account Agreement, and upon submittal and review of supporting documentation. This section 5 shall be effective as of the date of this Third Amendment. 6. Contribution to Capital Reserve Account. Section 8 . 02(c) is hereby deleted and replaced with the following language : "Beginning with the first Renewal Term, the County shall deposit $250, 000 per Lease Year into the Capital Reserve Account as a means of supplementing the Capital Reserve Account balance. Out of each $250, 000 deposited into the Capital Reserve Account, and subject to the remaining terms of the Capital Reserve Account Agreement and this Facility Lease Agreement (a) there shall be no limit on the amount of such funds which may be used for any fixed capital expenditure or fixed capital outlay associated with the construction, reconstruction or improvement of the Facility which has a life expectancy of Page 2 of 6 1 . Recitals. The above recitals are true and correct and are incorporated herein. 2. Definitions. Except as set forth herein, all capitalized terms shall have the same meaning as set forth in the Original Lease, the First Amendment and the Second Amendment, 3. Exercise of Option. Verotown hereby exercises its first renewal option set forth in section 2 . 03 . The term of the Facility Lease Agreement is hereby extended for the period of the Renewal Term; provided, however, that, except as set forth in sections 5 and 15 below, this Third Amendment shall be effective commencing at the beginning of the Renewal Term . Between the date of this Third Amendment and the commencement of the Renewal Term, the terms and conditions of the Original Lease, as amended by the First Amendment and the Second Amendment, shall remain in full force and effect without regard to any amendment of such terms and conditions set forth in this Third Amendment. 4. Rent. The amount of rent, set forth in section 2 . 04, shall remain the same during the Renewal Term . The parties acknowledge that the amount of such rent is based, in part, on (a) Verotown' s payment of the substantial cost of maintenance and operation of the Facility, and other costs incurred in the performance of this Facility Lease Agreement, which costs would otherwise be a burden upon the taxpayers of Indian River County, and (b) Verotown ' s agreement with respect to net income, set forth in section 11 below. 5. Hotel Room Renovations. As of the date of this Third Amendment, Verotown has renovated 22 of the 89 hotel rooms included within the Facility. The County shall pay for or reimburse Verotown for the actual costs of the renovations of the remaining 67 rooms in an amount not to exceed $ 600, 000 . This amount shall not be funded with funds currently on deposit in the Capital Reserve Account, or required to be deposited by the County into the Capital Reserve Account in the future. At the election of the County, such renovations shall be undertaken by the County; otherwise, such renovations shall be undertaken by Verotown, in which case all books or records of Verotown relating to the renovations shall be open to inspection by the County upon reasonable request. Procurement of the contractor(s) to perform such renovations shall be by public bid, conducted by the County in accordance with applicable law. In the event that renovations are undertaken by Verotown, Verotown shall be reimbursed for all such renovation costs within the time periods set forth in the Florida Prompt Payment Act, §218 . 70, et seq, Florida Statutes ; provided, however, that reimbursement shall be in accordance with the procedure set forth in this Facility Lease Agreement and the Capital Reserve Account Agreement, and upon submittal and review of supporting documentation. This section 5 shall be effective as of the date of this Third Amendment. 6. Contribution to Capital Reserve Account. Section 8 . 02(c) is hereby deleted and replaced with the following language : "Beginning with the first Renewal Term, the County shall deposit $250, 000 per Lease Year into the Capital Reserve Account as a means of supplementing the Capital Reserve Account balance. Out of each $250, 000 deposited into the Capital Reserve Account, and subject to the remaining terms of the Capital Reserve Account Agreement and this Facility Lease Agreement (a) there shall be no limit on the amount of such funds which may be used for any fixed capital expenditure or fixed capital outlay associated with the construction, reconstruction or improvement of the Facility which has a life expectancy of Page 2 of 6 five or more years, or any other construction, reconstruction or improvement of "infrastructure" as that term is defined in §212 . 055 (2)(d)( 1 ), Florida Statutes ("Qualifying Expenses"), and (b) no more than $ 125 ,000 may be used for capital expenses or Repairs or Replacements (defined in accordance with section 8 . 02(b) of this Facility Lease Agreement, which shall include equipment used within the Facility for general maintenance, and shall not include motor vehicles licensed for use on the public roadways ) which are not Qualifying Expenses . Verotown shall not be required to make any capital contribution to the Capital Reserve Account. 7. Liquidated Damazes. All references in the Facility Lease Agreement to Liquidated Damages are hereby deleted . Without limitation, section 10 . 05 is hereby deleted; provided, however, that each party shall remain liable for actual damages caused by an event of Default, as set forth in section 10 . 8. Right of Termination . New section 10 . 05 is hereby added, as follows : "Notwithstanding any other provision herein, Verotown shall have the right to terminate the Facility Lease Agreement for any reason upon 120 days written notice to the County. Verotown shall fully perform the terms and conditions of the Facility Lease Agreement during the 120 day notice period. A termination by Verotown pursuant to this section 10. 05 shall not be an event of Default. " 9. Motor Vehicle Liability Insurance. The following language is added to the end of existing section 14 . 05 (a) : In addition, Verotown shall maintain, at its sole cost, commercial automobile insurance in an amount no less than $ 1 million combined single limits on (a) all motor vehicles owned by the County but operated by Verotown in connection with its use, management or operation of the Facility, and (b) all motor vehicles owned or leased by Verotown and used in connection with its use, management or operation of the Facility. 10. Proaerty Insurance. Verotown' s obligation to maintain special form (all risk) property insurance, as set forth in section 14 . 05 (b) is hereby deleted, and replaced with the following respective obligations of the parties : (a) the County may elect, at its own cost, to maintain property and casualty insurance upon the Facility, in such amounts as the County deems appropriate . In the event of a casualty or force majeure event resulting in the total or partial destruction of the Facility and the payment of insurance proceeds to the County, the County shall decide in its sole discretion whether to use such proceeds for the repair or replacement of the portion of the Facility so destroyed; provided, however, that in the event that the County decides not to use the insurance proceeds or other funds to repair or replace the Facility, Verotown shall have the right to terminate this Facility Lease Agreement immediately (i . e . , without the 120 day notice referenced in section 8 above) if it determines in good faith that the Facility is no longer suitable for the purposes and operations described in section 5 . 01 . Nothing in this subsection shall be construed as requiring the County to insure any property or assets owned by Verotown which are located at or used in connection with the Facility . Verotown shall be solely responsible for insuring its own property or assets. 11 . Verotown ' s Net Income. Verotown shall use all Net Income (defined below) derived from its use, management and operation of the Facility to pay for enhancements or improvements to the Facility that Verotown deems reasonable or necessary in its sole discretion Page 3 of 6 five or more years, or any other construction, reconstruction or improvement of "infrastructure" as that term is defined in §212 . 055 (2)(d)( 1 ), Florida Statutes ("Qualifying Expenses"), and (b) no more than $ 125 ,000 may be used for capital expenses or Repairs or Replacements (defined in accordance with section 8 . 02(b) of this Facility Lease Agreement, which shall include equipment used within the Facility for general maintenance, and shall not include motor vehicles licensed for use on the public roadways ) which are not Qualifying Expenses . Verotown shall not be required to make any capital contribution to the Capital Reserve Account. 7. Liquidated Damazes. All references in the Facility Lease Agreement to Liquidated Damages are hereby deleted . Without limitation, section 10 . 05 is hereby deleted; provided, however, that each party shall remain liable for actual damages caused by an event of Default, as set forth in section 10 . 8. Right of Termination . New section 10 . 05 is hereby added, as follows : "Notwithstanding any other provision herein, Verotown shall have the right to terminate the Facility Lease Agreement for any reason upon 120 days written notice to the County. Verotown shall fully perform the terms and conditions of the Facility Lease Agreement during the 120 day notice period. A termination by Verotown pursuant to this section 10. 05 shall not be an event of Default. " 9. Motor Vehicle Liability Insurance. The following language is added to the end of existing section 14 . 05 (a) : In addition, Verotown shall maintain, at its sole cost, commercial automobile insurance in an amount no less than $ 1 million combined single limits on (a) all motor vehicles owned by the County but operated by Verotown in connection with its use, management or operation of the Facility, and (b) all motor vehicles owned or leased by Verotown and used in connection with its use, management or operation of the Facility. 10. Proaerty Insurance. Verotown' s obligation to maintain special form (all risk) property insurance, as set forth in section 14 . 05 (b) is hereby deleted, and replaced with the following respective obligations of the parties : (a) the County may elect, at its own cost, to maintain property and casualty insurance upon the Facility, in such amounts as the County deems appropriate . In the event of a casualty or force majeure event resulting in the total or partial destruction of the Facility and the payment of insurance proceeds to the County, the County shall decide in its sole discretion whether to use such proceeds for the repair or replacement of the portion of the Facility so destroyed; provided, however, that in the event that the County decides not to use the insurance proceeds or other funds to repair or replace the Facility, Verotown shall have the right to terminate this Facility Lease Agreement immediately (i . e . , without the 120 day notice referenced in section 8 above) if it determines in good faith that the Facility is no longer suitable for the purposes and operations described in section 5 . 01 . Nothing in this subsection shall be construed as requiring the County to insure any property or assets owned by Verotown which are located at or used in connection with the Facility . Verotown shall be solely responsible for insuring its own property or assets. 11 . Verotown ' s Net Income. Verotown shall use all Net Income (defined below) derived from its use, management and operation of the Facility to pay for enhancements or improvements to the Facility that Verotown deems reasonable or necessary in its sole discretion Page 3 of 6 (collectively "Enhancements") * provided, however, that any Enhancement which significantly and materially alters the Facility or the Land shall require the consent of the County, which consent shall not be unreasonably withheld. For the purposes of this section, the term Net Income, shall mean Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), determined in accordance with Generally Accepted Accounting Principles, less cash distributions to its partners/members equal to 30% of taxable income as reported on IRS Form 1065 , Schedule K. For clarification, the term "Earnings" in the prior sentence shall mean gross revenues minus costs of goods sold and general and administrative expenses paid by Verotown in connection with the use, management and operation of the Facility. Net Income shall be determined annually, using the fiscal or calendar year normally used by Verotown in its accounting practices . Any Net Income which has not been used for the purposes set forth in this section as of the expiration or termination of the Facility Lease Agreement shall be paid to the County. The term "books and records" in section 3 . 04 is hereby amended to include Verotown ' s profit and loss statement, and other financial records, necessary to verify Verotown ' s Net Income, and the reinvestment of such Net Income in Enhancements . The Enhancements shall become the asset or property of the County upon being permanently affixed to the Facility, or at the expiration or termination of this Facility Lease Agreement, whichever occurs first. Net losses in any given year within the Renewal Term shall be credited against Net Income in any following year(s) . 12 . Museum of Dodaertown Memorabilia. Verotown will use commercially reasonable efforts to operate, at a location within the Facility, a museum containing memorabilia of the Brooklyn or Los Angeles Dodgers . The museum shall be open to the public during reasonable hours of operation to be determined by Verotown. 13 . Public Events. The County and Verotown recognize the value and importance of using the Facility in a manner which provides entertainment opportunities for the residents of Indian River County. Accordingly, Verotown will endeavor to use the facility in a manner which provides such opportunities from time to time, thereby enabling the residents of Indian River County to enjoy and benefit from events held at the Facility. 14. Good Standing — No Violation. The County and Verotown agree that, as of the date of this Third Amendment, the Facility Lease Agreement is in good standing and neither party is in breach or violation of the terms and conditions of the Facility Lease Agreement. 15. Notices, Section 13 . 01 is amended to delete the notice/address information relating to MiLB , and to replace such information with the following : If to Verotown : Peter O ' Malley Verotown, LLC 515 S . Figueroa Street, Suite 1988 Los Angeles, CA 90071 Copy to : Craig Callan Verotown, LLC P . O . Box 2887 Vero Beach, FL 32961 Page 4 of 6 (collectively "Enhancements") * provided, however, that any Enhancement which significantly and materially alters the Facility or the Land shall require the consent of the County, which consent shall not be unreasonably withheld. For the purposes of this section, the term Net Income, shall mean Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), determined in accordance with Generally Accepted Accounting Principles, less cash distributions to its partners/members equal to 30% of taxable income as reported on IRS Form 1065 , Schedule K. For clarification, the term "Earnings" in the prior sentence shall mean gross revenues minus costs of goods sold and general and administrative expenses paid by Verotown in connection with the use, management and operation of the Facility. Net Income shall be determined annually, using the fiscal or calendar year normally used by Verotown in its accounting practices . Any Net Income which has not been used for the purposes set forth in this section as of the expiration or termination of the Facility Lease Agreement shall be paid to the County. The term "books and records" in section 3 . 04 is hereby amended to include Verotown ' s profit and loss statement, and other financial records, necessary to verify Verotown ' s Net Income, and the reinvestment of such Net Income in Enhancements . The Enhancements shall become the asset or property of the County upon being permanently affixed to the Facility, or at the expiration or termination of this Facility Lease Agreement, whichever occurs first. Net losses in any given year within the Renewal Term shall be credited against Net Income in any following year(s) . 12 . Museum of Dodaertown Memorabilia. Verotown will use commercially reasonable efforts to operate, at a location within the Facility, a museum containing memorabilia of the Brooklyn or Los Angeles Dodgers . The museum shall be open to the public during reasonable hours of operation to be determined by Verotown. 13 . Public Events. The County and Verotown recognize the value and importance of using the Facility in a manner which provides entertainment opportunities for the residents of Indian River County. Accordingly, Verotown will endeavor to use the facility in a manner which provides such opportunities from time to time, thereby enabling the residents of Indian River County to enjoy and benefit from events held at the Facility. 14. Good Standing — No Violation. The County and Verotown agree that, as of the date of this Third Amendment, the Facility Lease Agreement is in good standing and neither party is in breach or violation of the terms and conditions of the Facility Lease Agreement. 15. Notices, Section 13 . 01 is amended to delete the notice/address information relating to MiLB , and to replace such information with the following : If to Verotown : Peter O ' Malley Verotown, LLC 515 S . Figueroa Street, Suite 1988 Los Angeles, CA 90071 Copy to : Craig Callan Verotown, LLC P . O . Box 2887 Vero Beach, FL 32961 Page 4 of 6 Copy to : Kevin M . Barry, Esq . Rossway Moore Swan, P .L. 2101 Indian River Blvd. , Suite 200 Vero Beach, FL 32960 16. Conforming Terms. All remaining terms and conditions of the Facility Lease Agreement are hereby conformed to be consistent with the amendments set forth herein . 17. Remaining Terms. All remaining terms and conditions of the Facility Lease Agreement not amended or conformed herein shall remain in full force and effect. 18. Recordation. A copy of this Second Amendment shall be recorded on the Public Records of Indian River County, Florida. 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 R. Smith, BOARD OF COUNTY COMMISSIONERS, Clerk of Court and Comptroller INDIAN RIVER COUNTY ("County") 116S� � , By: By: 1! L 0416f Deputy Clerk eph . Flescher, Chairman z - AFFIX SEAL: ; ,z = Approved by BCC : [/L 16 2013 ago 2p�gN �.//0 a. a (S-' NR jj AO Approved . Approved as to form and legal sufficiency : By: By . : seph . Baird, Administrator Alan S . Polackwich, Sr. , County Attorney Signed and delivered in the presence of: VEROTOWN, LLC, a Delaware limited liability company ("Verotown"), by POM Vtown, LLC, a Delaware limited liability corporation, its Manager Prin ame: By: 9! Print name: Peter ' Mahe FL t nam Print Title : anager Page 5 of 6 Copy to : Kevin M . Barry, Esq . Rossway Moore Swan, P .L. 2101 Indian River Blvd. , Suite 200 Vero Beach, FL 32960 16. Conforming Terms. All remaining terms and conditions of the Facility Lease Agreement are hereby conformed to be consistent with the amendments set forth herein . 17. Remaining Terms. All remaining terms and conditions of the Facility Lease Agreement not amended or conformed herein shall remain in full force and effect. 18. Recordation. A copy of this Second Amendment shall be recorded on the Public Records of Indian River County, Florida. 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 R. Smith, BOARD OF COUNTY COMMISSIONERS, Clerk of Court and Comptroller INDIAN RIVER COUNTY ("County") 116S� � , By: By: 1! L 0416f Deputy Clerk eph . Flescher, Chairman z - AFFIX SEAL: ; ,z = Approved by BCC : [/L 16 2013 ago 2p�gN �.//0 a. a (S-' NR jj AO Approved . Approved as to form and legal sufficiency : By: By . : seph . Baird, Administrator Alan S . Polackwich, Sr. , County Attorney Signed and delivered in the presence of: VEROTOWN, LLC, a Delaware limited liability company ("Verotown"), by POM Vtown, LLC, a Delaware limited liability corporation, its Manager Prin ame: By: 9! Print name: Peter ' Mahe FL t nam Print Title : anager Page 5 of 6 STATE OF CALIFORNIA ) ss : COUNTY OF LOS ANGELES ) On z /l , , 2013 , before me, Erin KcLavem NOL I ) , personally appeared Peter Malley who proved to me on the basis of s Asfactory evidence to be the personH whose nameH is/4& subscribed to the within instrument and acknowledged to me that heAshoAhff executed the same in hiAerAhe r authorized capacity, and that by his/hff4hek signature(4) on the instrument the person(e), or the entity upon behalf of which the personH 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 . ERIN KELSEY NALL Signature LXXOXx (Seal) CoinN�Moe 0199M 00 Notuy PUM - CWN* Lee MOM" Cowft t Page 6 of 6 STATE OF CALIFORNIA ) ss : COUNTY OF LOS ANGELES ) On z /l , , 2013 , before me, Erin KcLavem NOL I ) , personally appeared Peter Malley who proved to me on the basis of s Asfactory evidence to be the personH whose nameH is/4& subscribed to the within instrument and acknowledged to me that heAshoAhff executed the same in hiAerAhe r authorized capacity, and that by his/hff4hek signature(4) on the instrument the person(e), or the entity upon behalf of which the personH 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 . ERIN KELSEY NALL Signature LXXOXx (Seal) CoinN�Moe 0199M 00 Notuy PUM - CWN* Lee MOM" Cowft t Page 6 of 6 ' 20 131 � • ( (� • I � E3 . C� • 3120130050483 RECORDED IN THE PUBLIC RECORDS OF JEFFREY R SMITH , CLERK OF COURT Prepared by, record and return to : INDIAN RIVER COUNTY FL Office of the County Attorney BK: 2692 PG: 2376 Page 1 of 6 8!62013 8 : 27 AM 1801 27`" St. , Vero Beach, FL 32960 Telephone : 772 .226 . 1424 THIRD AMENDMENT TO FACILITY LEASE AGREEMENT THIS THIRD AMENDMENT is entered into as of this 16th day of July, 2013 , by and between Indian River County, a political subdivision of the State of Florida (" County") and Verotown, LLC , a Delaware limited liability company authorized to do business in the State of Florida ("Verotown") . WHEREAS , on or about May 1 , 2009 , the County and MiLB Vero Beach, LLC , a Florida limited liability company ("MiLB ") , entered into the Facility Lease Agreement in which the County leased the Facility to MiLB , and granted to MiLB certain management rights with respect to the Facility, for a term of five years ending April 30 , 2014 (" Original Lease") ; and WHEREAS , on or about June 1 , 2011 , the County and MiLB entered into the First Amendment to Facility Lease Agreement ("First Amendment") ; and on or about January 1 , 2012 , the County, MiLB and Verotown, entered into the Second Amendment to Facility Lease Agreement, in which, among other things, the rights and obligations of MiLB under the Original Lease and the First Amendment were assigned to Verotown (" Second Amendment") ; and WHEREAS , pursuant to section 2 . 03 of the Original Lease as amended by the First Amendment and the Second Amendment, Verotown has an option to renew the lease for a renewal term of five years , commencing on May 1 , 2014 and ending on April 30 , 2019 ("Renewal Term") , which option Verotown desires to exercise in accordance with the terms of this Third Amendment to Facility Lease Agreement ("Third Amendment") (the Original Lease, First Amendment, Second Amendment and Third Amendment are collectively referred to as the "Facility Lease Agreement") ; and WHEREAS , the County and Verotown reaffirm their desire to preserve the rich traditions and history of "Dodgertown" and the Facility , and recognize that the benefits to the local community of continuing baseball , athletic , conference and other activities at the Facility are unique and diverse , and include , without limitation, increased economic activity and employment opportunities , increased tourist trade and promotional opportunities , increased direct and indirect tax revenues, private sector payment of substantial maintenance and operation expenses which would otherwise burden local taxpayers , and other such benefits, 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 : Page I of 6