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Home My WebLink About2001-053 RESOLUTION NO. 2001- 053 A RESOLUTION OF INDIAN RIVER COUNTY, FLORIDA PROVIDING FOR THE APPROVAL OF THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN EXTENSION AGREEMENT FOR DOCUMENT ESCROW AGREEMENT IN CONNECTION WITH THE ACQUISITION OF CERTAIN REAL PROPERTY KNOWN AS DODGERTOWN; AUTHORIZING OTHER REQUIRED ACTIONS; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 125, Florida Statutes, and other applicable provisions of law. SECTION 2. APPROVAL OF THE EXTENSION AGREEMENT. The Extension Agreement for Document Escrow Agreement (the"Extension Agreement") in substantially the form attached hereto as Exhibit A is hereby approved and the Chairman or Vice-Chairman and the Clerk are hereby authorized and directed to execute and deliver the Extension Agreement on behalf of and in the name of the County, with such additional changes, insertions and omissions therein as may be otherwise made and approved by said officers of the County executing the same, such execution to be conclusive evidence of such approval. SECTION 3. APPROVAL OF REAL ESTATE CLOSING EXTENSION. The Agreement for Sale and Purchase dated as of September 1, 2000 (the "Real Estate Contract") between the Los Angeles Dodgers, Inc. (the"Dodgers") and the County provided for a closing on the sale of the real estate on or before March 31, 2000. In light of the extension of the document escrow period until August 31, 2001, the Dodgers have extended the real estate closing date to August 31, 2001, and have requested that the County acknowledge same by executing the extension letter attached hereto as Exhibit B. The Chairman or Vice-Chairman and the Clerk are hereby authorized and directed to execute and deliver the acknowledgment of the extension letter substantially in the form attached hereto as Exhibit B on behalf of and in the name of the County, with such additional changes, insertions and omissions therein as may be otherwise made and approved by said officers of the County executing the same, such execution to be conclusive evidence of such approval. SECTION 4. SEVERABILITY AND INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions herein contained shall be held contrary to any express provision of law or contrary to the policy of express law, but not expressly prohibited or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way effect the validity of the other provisions hereof. 1 RESOLUTION NO. 2001-053 SECTION 5. EFFECTIVE DATE. This Resolution shall be effective immediately upon its adoption. Adopted this 22nd day of May, 2001. BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA t By: As: Chairman Attest: . P vil.Clerk APPROVED AS.TO FORM AND LEGAL SUFFICIENCY pecial County A torney 2 LOS ANGELES DODGERS, INC. 1000 Elysian Park Avenue Los Angeles, California 90012 Indian River County, Florida 1840 25th Street Vero Beach, Florida 32960 Re: Agreement for Sale and Purchase dated as of September 1, 2000, as amended by letter agreement dated March 14, 2001 (collectively, the "Agreement"), between Los Angeles Dodgers, Inc., as Seller, and Indian River County, Florida, as Purchaser, for the baseball and conference facilities located at Dodgertown, Vero Beach Florida Gentlemen/Ladies: Reference is made to the above-referenced Agreement. This letter agreement will constitute an amendment to the Agreement. Except as amended and modified by this letter agreement, all of the terms, covenants, conditions, and agreements of the Agreement shall remain in full force and effect. In the event of any conflict between the provisions of the Agreement and the provisions of this letter agreement, this letter agreement shall control. In Section 14 of the Agreement, on the second line, "March 31, 2001" (which was deleted and replaced with "May 4, 2001" pursuant to the letter agreement referenced above) is hereby deleted and replaced with "August 31, 2001." This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This letter agreement may be executed by facsimile signature which shall, for all purposes, serve as an original executed counterpart of this letter agreement upon delivery of an executed copy hereof by facsimile. [signatures on next page] letteram Please sign below to acknowledge your agreement. Sincerely, LOS ANGELESODGERS, INC. By. �&. — Name: ru ' 01.rt I a Title: res I S e e Fac Date: As of May 4, 2001 ACKNOWLEDGED AND AGREED TO: INDIAN RIVER COUNTY, FLORIDA Name: Caroline Q. Ginn Title: ChairmAn, Tndian River County Board of County Commissioners Date: �1-s-o ay 4, 2001 Attest: -1)&P0Clerk Approved as t and legal suf • ncy By: Special County Attorney letteram _2 EXTENSION AGREEMENT FOR DOCUMENT ESCROW AGREEMENT This Extension Agreement is made as of May 22, 2001, by and between Indian River County, Florida, a political subdivision of the State of Florida (the "County"), the City of Vero Beach, Florida, a municipal corporation organized and existing under the laws of the State of Florida (the "City"), Los Angeles Dodgers, Inc., a Delaware corporation (the "Dodgers"), Fox Baseball Holdings, Inc., a Delaware corporation, de Guardiola Development, Inc., a Florida corporation (the "Developer") and Bryant, Miller and Olive, P.A., a Florida professional corporation (the "Agent"). WHEREAS, the County, the City, Dodgers, Fox and the Developer entered into that certain Document Escrow Agreement dated as of September 1, 2000 (the "Document Escrow Agreement"), for the purpose of placing all documents related to the County's acquisition of certain real property located in Indian River County, Florida known as Dodgertown, pending the satisfaction of various conditions precedent which must be satisfied or waived prior to the County proceeding with the issuance of the County's revenue bonds to finance such acquisition; and WHEREAS, the Document Escrow Agreement instructs the Agent to return all documents to the respective signatories on May 31, 2001, unless the conditions to release the escrowed documents set forth in Exhibit B to the Document Escrow Agreement have been satisfied on or before such date; and WHEREAS, the Developer, Dodgers and Fox, have requested that the escrow termination date of May 31, 2001 be extended to August 31, 2001; and WHEREAS, the City and the County have agreed to such extension request. NOW THEREFORE, in consideration of the mutual promises, covenants and agreements contained herein, and other good and valuable consideration exchanged among the parties hereto, the parties hereby agree as follows: Section 1. The last paragraph of Section 2 of the Document Escrow Agreement is hereby amended by deleting the reference to May 31, 2001, and by substituting therefor the date August 31, 2001. Section 2. This Extension Agreement is irrevocable and shall not be further modified or amended unless executed in writing by all of the parties hereto. This Extension Agreement shall be governed by the applicable laws of the State of Florida and, together with the Document Escrow Agreement as amended by this Extension Agreement, constitutes the entire agreement between the parties hereto pertaining to the subject escrow. IN WITNESS WHEREOF, the parties hereto have executed this Extension Agreement as of the day and year first above written. INDIAN RIVER COUNTY, FLORIDA Attest: BY: Chairman Clerk Approved as to Form and Legal Sufficiency By pecial County Attorney 2 CITY OF VERO BEACH, FLORIDA Attest: By: Mayor By: City Clerk Approved as to Form and Legal Sufficiency By: City Attorney 3 LOS ANGELES DODGERS, INC. Attest: By: Its: FOX BASEBALL HOLDINGS, INC Attest: By: Its: 1 4 de GUARDIOLA DEVELOPMENT, INC. /. Attest: By:4 't� L-L Its: 5 BRYANT, MILLER AND OLIVE, P.A., As Escrow Agent Witnesses: By: , Shareholder and Authorized Signatory 6